diff --git a/parsed_sections/prospectus_summary/2018/ALBT_avalon_prospectus_summary.txt b/parsed_sections/prospectus_summary/2018/ALBT_avalon_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3b328f5453b42b3528cc5b0815169e6633b590f4
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2018/ALBT_avalon_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. You should read this entire prospectus and should consider, among other things, the matters set forth under "Risk Factors," "Management s Discussion and Analysis of Financial Condition and Results of Operations", and our consolidated financial statements and related notes thereto appearing elsewhere in this prospectus before making your investment decision. Unless the context otherwise requires, any reference to "Avalon GloboCare," "Avalon," "the company," "we," "us," or "our" refers to Avalon GloboCare Corp., a Delaware corporation, and its subsidiaries. Overview We are dedicated to integrating and managing global healthcare services and resources, as well as empowering high-impact biomedical innovations and technologies to accelerate their clinical applications. Operating through two major platforms, namely "Avalon Cell" and "Avalon Rehab", our "Technology + Service" ecosystem covers the areas of regenerative medicine, cell-based immunotherapy, exosome technology, as well as rehabilitation medicine. We plan to integrate these services through joint ventures and accretive acquisitions that bring shareholder value both in the short term, through operational entities as part of Avalon Rehab, and long term, through biomedical innovation development as part of Avalon Cell, such as our recent joint venture for the advancement of exosome isolation systems and related products. In addition, we are engaged in the development of exosome technology to improve the diagnosis and management of diseases. Exosomes are tiny, subcellular, membrane-bound vesicles 30-150 nm in diameter that are released by almost all cell types and can carry membrane and cellular proteins, as well as genetic materials that are representative of the cell of origin. Profiling various bio-molecules in exosomes may serve as useful biomarkers for a wide variety of diseases. Our isolation system is designed to be used by researchers for biomarker discovery and clinical diagnostic development, and advancement of targeted therapies. Currently, isolation systems and service are available to isolate exosomes or extract exosomal RNA/protein from serum/plasma, urine and saliva samples. We are seeking to decode proteomic and genomic alterations underlying a wide-range of pathologies, thus allowing for the introduction of novel non-invasive "liquid biopsies". Our mission is focused on diagnostic advancements in the fields of oncology, infectious diseases and fibrotic diseases, and the discovery of disease-specific exosomes to provide the disease origin insight necessary to enable personalized clinical management. There is no guarantee that we will be able to successfully achieve our stated mission. We currently generate revenue by selling exosome isolation systems in China and the United States through our joint venture GenExosome Technologies, Inc. In addition, we provide medical related consulting services in advanced areas of immunotherapy and second opinion/referral services through our wholly-owned subsidiary Avalon (Shanghai) Healthcare Technology Co., Ltd., or Avalon Shanghai. We also own and operate commercial real estate in New Jersey, where we are headquartered. Sales and Marketing We seek to develop new business through relationships driven by our senior management, which have extensive contacts throughout the healthcare system. Our senior management will be seeking opportunities for joint ventures, strategic relationships and acquisitions in consulting, biomedical innovations, telemedicine, and rehabilitation centers. Services We currently generate revenue from related party strategic relationships through Avalon Shanghai that provide consultative services in advanced areas of immunotherapy and second opinion/referral services. In addition, our services are targeted at serving our clients and using our insights and deep expertise to produce tangible and significant results. Our services include research studies, executive education, daily online executive briefings, tailored expert advisory services, and consulting and management services. We typically charge an annual fee. Through our services, we attempt to have our clients focus on important problems by providing an analysis of the evolving healthcare industry and the methods prevalent in the industry to solve those problems through counsel, business planning and support. We tailor these solutions to the client s specific strategic challenges, operational issues, and management concerns. We plan to expand our business services throughout the United States via our two major "Technology + Service" platforms: "Avalon Cell" and "Avalon Rehab". Strategic Partnerships We are actively seeking potential strategic partnerships in our area of focus. In addition, we are actively seeking target acquisitions that add accretive value to our strategic plan. There is no guarantee that we will be able to successfully sign a definitive agreement, close or implement such business arrangement. Through our recent joint venture in the area of exosome technology, we are actively developing strategic relationships for the distribution and sale of our exosome isolation system and for the commercialization of exosome related products and diagnostic services. Markets We will focus on the following markets in developing our core business: Platform "Avalon Cell" Regarded as the future of medicine, we believe cell-based therapeutics will replace pharmaceuticals as a more effective and functional modality in disease treatment. We are actively engaging in this revolutionary trend and positioning to take a leading role in cell-based technology and therapeutics. The business model for our "Avalon Cell" platform is based on stringent criteria in the selection and evaluation of candidate projects at different stages of their developmental cycle. We particularly focus on projects that have strong intellectual property and distinctive innovation, as well as being translational, application-driven, and commercialization-ready. Our technology-based platform, "Avalon Cell", comprises four programs: Exosome technology, small extracellular vesicles that have great potential to be used as a vehicle for drug delivery in the treatment of various diseases and biomarkers for early stage diagnosis. We have commenced developing collaborative sites at Weill Cornell Medical College, MD Anderson Cancer Center and Mayo Clinic in the United States, as well as Lu Daopei Hospital of Daopei Medical Group and Da An Gene Co, Ltd., in China, focusing on exosome-based diagnostics, therapeutics, bio-banking, as well as "Exosomics Big Data", in the unmet areas of oral cancer, ovary cancer and liver fibrosis; Endothelial cells, namely therapeutics involving the cells that line blood vessels and regulate exchanges between the bloodstream and surrounding tissue. These programs will occur with our collaborative sites at Weill Cornell Medical College Department of Pathology and Ansary Stem Cell Institute, focusing on standardization of endothelial cell banking and therapeutics; Regenerative medicine; and Cell-based immunotherapy (including cells such as NK, DC-CIK, CAR-T). Platform "Avalon Rehab" A growing trend in China is in the sector of rehabilitation medicine. With our strong capabilities in integrating global technology and resources in physical medicine and rehabilitation, we will work towards positioning ourselves to take a leading role in this area through our "Avalon Rehab" platform. Our goal with this platform is to provide a turnkey, full suite of rehab services including physical therapy, occupational therapy, robotic engineering, cybernetics, and clinical nutrition. We will also engage in strategic partnerships with our institutional clients, building the leading and most authoritative network of integrated physical medicine and rehabilitation, particularly for cancer rehab patients. We expect our initial flagship clinical bases for Avalon Rehab to include: Hebei Yanda Lu Daopei Hospital, Beijing Lu Daopei Hospital, and Beijing Daopei Hematology Hospital, with participating strategic partners MD Anderson Cancer Center and Kessler Rehabilitation Institute. The focus will be on accretive acquisitions and joint venture strategic partnerships that are in revenue generating, cash flow positive positions to support biomedical innovation development while providing immediate shareholder value. Revenue GenExosome Technologies, Inc. Through our majority-owned subsidiary, GenExosome Technologies, Inc., or GenExosome, we market and sell our proprietary exosome isolation systems. Exosomes are small extracellular vesicles that we believe may be used as a vehicle for drug delivery in the treatment of various diseases, and biomarkers for early stage diagnosis and as enhancements to certain cosmetic treatments and procedures. We currently produce our isolation systems in China and the U.S., and sell these systems primarily to research laboratories and universities. Further, we generate revenue by performing development services for hospitals and sales of related products developed to hospitals through GenExosome and Beijing Jieteng (GenExosome) Biotech Co., Ltd., or Beijing GenExosome, GenExosome s wholly-owned subsidiary. Avalon RT 9 Properties, LLC In May 2017, we acquired commercial property located in Freehold, New Jersey. This property is now our corporate headquarters and contains several commercial tenants that allows us to generate revenue through rental income. The revenue generated from the commercial tenants in our Freehold, New Jersey headquarters is facilitated through a management agreement with a company, which is controlled by Wenzhao Lu, our major shareholder and Chairman of the Board of Directors, based in the United States. Avalon Shanghai We currently generate revenue by providing medical related consulting services in advanced areas of immunotherapy and second opinion/referral services through Avalon (Shanghai) Healthcare Technology Co., Ltd., or Avalon Shanghai. Our medical related consulting services include research studies, executive education, daily online executive briefings, tailored expert advisory services, and consulting and management services. We typically charge an annual fee. Through our services we attempt to have our clients focus on important problems by providing an analysis of the evolving healthcare industry and the methods prevalent in the industry to solve those problems through counsel, business planning and support. The revenue generated from our related parties in China is managed by our employees residing in China and contactors who are retained as needed. Our contracts with the Ludaopei Hematology Research Institute Co., Ltd, a subsidiary of the Daopei Hospital Group (a related party of ours), expired as of March 31, 2018. On April 1, 2018, Avalon Shanghai entered into an advisory service contract with Beijing Ludaopei Blood Disease Research Institute Co., Ltd., a subsidiary of the Daopei Hospital Group (a related party of ours). Under the terms of the contract, we will receive advisory service fees in the aggregate amount of $300,000, of which $150,000 was invoiced on June 30, 2018 and the remaining $150,000 will be invoiced on or before September 30, 2018. The contract expires on December 31, 2018. Consulting services to be provided by Avalon Shanghai under the contract include: providing scientific research consulting services; integrating experts, medical institutions and other resources in the United States in support of scientific research; providing technical education and training; and assisting in publication of academic papers. Strategic Development We intend to focus on three components. The initial component will be focused on acquiring and/or managing fixed assets including healthcare real estate as well as stem cell banks. In addition, we intend to pursue the acquisition and development of healthcare related technologies for cell related diagnostics and therapeutics through acquisition, licensing or joint ventures with major universities and biotech companies. We will also consider a third avenue of investing in certain technologies for cell related diagnostics and therapeutics. Recent Developments Private Placement From April 2018 through May 2018, we entered into subscription agreements with four accredited investors pursuant to which these investors purchased an aggregate of 3,107,000 shares of the Company s common stock for a purchase price of $5,437,250. The closing occurred with respect to $3,500,000 on April 20, 2018, with respect to $157,500 on April 26, 2018, with respect to $997,500 on May 5, 2018 and with respect to $782,250 on May 24, 2018. In connection with this private placement, we are required to pay Boustead Securities, LLC, acting as placement agent, a cash fee of equal to 7% of the gross proceeds received by us from such closing and issue to the placement agent warrants to purchase common stock exercisable for a period of five years equal to 7% of the gross proceeds received by us from such closing, divisible by and exercisable at a strike price equal to 100% of the fair market value of our common stock as of the date of the closing. The warrants are not exercisable for more than five years from the effectiveness of the offering. Furthermore, the warrants may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities for a period of 180 days after the date of effectiveness or commencement of sales of the public offering, except as provided for in FINRA Rule 5110(g)(2). This restriction is imposed pursuant to the requirements of FINRA Rule 5110(g)(1). The warrant holder has a piggyback registration right on the warrant shares or the Company has obligation to include the resale of the warrant shares in its next registration statement other than those on Form S-8 or Form S-4; provided, the piggyback registration rights shall not last for more than seven years from the effective date of this registration statement pursuant to FINRA Rule 5110(f)(2)(G)(v). DOING Biomedical Technology Co., Ltd. Investment On April 23, 2018, we, Avalon Shanghai, Beijing DOING Biomedical Technology Co., Ltd., or DOING, and the accredited investor party to a subscription agreement with us executed on March 3, 2017 for a purchase price of $3,000,000, or the DOING Investment, entered into a Supplementary Agreement Related to Share Subscription pursuant to which Avalon Shanghai agreed to pay approximately USD $1,305,000 to DOING representing one-third of the DOING Investment plus 20% interest resulting in a reduction in the shares from the March 2017 transaction by one-third to 2,000,000 shares. Further, the parties agreed that certain repayment obligations owed to DOING shall be extended to July 31, 2018 at which time DOING may require that we pay $2,000,000 plus 20% interest to DOING resulting in the cancellation of the remaining shares from the March 2017 transaction. However, DOING may, in its discretion, require that the remaining shares from the March 2017 transaction be transferred to a new nominal holder who shall pay the required subscription price, which funds will, in turn, be used to satisfy the such repayment obligations. We have reached a verbal agreement with DOING to transfer the shares to a third party, who will pay the subscription price, thereby satisfying the repayment obligation in full. The definitive agreements for this transaction are expected to be executed by August 13, 2018. For a further description of the March 2017 transaction, see "Certain Relationships and Related-Party Transactions - Warranty Agreement." Joint Venture - Airuikang Biological Technology Co., Ltd. On May 29, 2018, Avalon Shanghai entered into a Joint Venture Agreement with Jiangsu Unicorn Biological Technology Co., Ltd., or Unicorn, pursuant to which the parties agreed to establish a company named Airuikang Biological Technology Co., Ltd., or ABT, which will be owned 60% by Unicorn and 40% by Avalon Shanghai. Within two years of execution of the Joint Venture Agreement, Unicorn shall invest cash into ABT in an amount not less than RMB 8,000,000 Yuan and the premises of the laboratories of Nanjing Hospital of Chinese Medicine for exclusive use by the ABT, and Avalon Shanghai shall invest cash into ABT in an amount not less than 10,000,000 Yuan. The board of directors of ABT shall consist of five members with Unicorn appointing three members and Avalon Shanghai appointing two members. ABT will be focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. Avactis Biosciences On July 18, 2018, we formed a wholly owned subsidiary, Avactis Biosciences, Inc., which will be focused on accelerating commercial activities related to Chimeric Antigen Receptor (CAR)-T technologies. The new subsidiary is designed to integrate and optimize our global scientific and clinical resources to further advance the use of CAR-T to treat certain cancers. Letter of Intent with Arbele Limited, a Hong Kong Company On July 30, 2018 we signed a Letter of Intent with Arbele Limited, a Hong Kong Company, or Arbele, for a proposed strategic partnership agreement. The purpose of the proposed transaction is to form a joint venture company, AVAR (China) Biotherapeutics, to develop, manufacture, and commercializing CAR-T immunotherapy for treating cancer patients in China, utilizing intellectual property from Arbele and the clinical platform of the LuDaopei Medical Group in China. The intention of the parties is to enter into definitive agreements by December 31, 2018. We paid a $100,000 fee to Arbele for a 5-month exclusive right to complete the definitive agreements for the transaction. Strategic Partnership with Weill Cornell Medical College On August 6, 2018, we entered into a strategic partnership agreement with Weill Cornell s cGMP Cellular Therapy Facility and Laboratory for Advanced Cellular Engineering headed by Dr. Yen-Michael Hsu. This strategic partnership aims to co-develop bio-production and standardization procedures in procurement, storage, processing, clinical study protocols, and bio-banking for Chimeric Antigen Receptor (CAR)-T therapy, in accordance with the Foundation of Accreditation for Cellular Therapy (FACT) and American Association of Blood Banks (AABB) standards. This partnership also includes a CAR-T education program to support and foster collaborative research and training programs for scientists and clinicians between Weill Cornell and Hebei Yanda LuDaopei Hospital, which is our main affiliated clinical facility as well as the world s single largest medical institution in CAR-T therapy. Changes to Board of Directors On June 4, 2018, Tevi Troy was appointed to the Board of Directors. Dr. Troy will receive options to acquire 40,000 shares of common stock per year commencing January 1, 2019 at an exercise price equal to the closing price on December 31st of the prior year. The options shall vest in equal amounts quarterly and shall be exercisable for a period of five years. For 2018, we granted Dr. Troy options to acquire 20,000 shares of common stock at an exercise price of $2.30 for a term of five years with 10,000 options vesting immediately and the balance vesting October 1, 2018. In addition, Dr. Troy will receive $5,000 per quarter for serving as chairman of the nominating and corporate governance committee commencing upon formation. On July 5, 2018, William B. Stilley, III was appointed to the Board of Directors. Mr. Stilley will receive options to acquire 40,000 shares of common stock per year commencing January 1, 2019 at an exercise price equal to the closing price on December 31st of the prior year. The options shall vest in equal amounts quarterly and shall be exercisable for a period of five years. For 2018, we granted Mr. Stilley options to acquire 20,000 shares of common stock at an exercise price of $2.30 for a term of five years with 10,000 options vesting immediately and the balance vesting October 1, 2018. In addition, Mr. Stilley will receive $7,500 per quarter for serving as chairman of the audit committee commencing upon formation. On July 9, 2018, Meng Li resigned as a director of the Company. Ms. Li will continue to serve as our Chief Operating Officer and Secretary and will also serve as an observer to the Board of Directors without voting capacity. On July 30, 2018, Steven A. Sanders was appointed to the Board of Directors. Mr. Sanders will receive options to acquire 40,000 shares of common stock per year commencing January 1, 2019 at an exercise price equal to the closing price on December 31st of the prior year. The options shall vest in equal amounts quarterly and shall be exercisable for a period of five years. For 2018, we granted Mr. Sanders options to acquire 20,000 shares of common stock at an exercise price of $2.80 for a term of five years with 10,000 options vesting immediately and the balance vesting October 1, 2018. In addition, Mr. Sanders will receive $5,000 per quarter for serving as a member of our audit committee and nominating and corporate governance committee, respectively, commencing upon formation. On July 30, 2018, Steven P. Sukel resigned as a director of the Company. Risk Factors An investment in our common stock involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described in "Risk Factors" beginning on page 14, together with all of the other information contained in this prospectus, including our consolidated financial statements and related notes thereto appearing elsewhere in this prospectus, before investing in our common stock. These risks could materially affect our business, financial condition and results of operations and cause the trading price of our common stock to decline. You could lose part or all of your investment. You should bear in mind, in reviewing this prospectus, that past experience is no indication of future performance. You should read "Cautionary Note Regarding Forward-Looking Statements" for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this prospectus. Emerging Growth Company Status We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, (1) presenting only two years of audited financial statements and only two years of related management s discussion and analysis of financial condition and results of operations in this prospectus, (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, (3) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and (4) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these exemptions. As a result, investors may find investing in our shares of common stock less attractive. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. As a result, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We elected to opt out of such extended transition period and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act. We could remain an emerging growth company for up to five years, or until the earliest of (1) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (2) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our shares of common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months, or (3) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period. Corporate Information We were incorporated under the laws of the State of Delaware on July 28, 2014 under the name Global Technologies Corp. On October 18, 2016, we changed our name to Avalon GloboCare Corp. and completed a reverse split of our shares of common stock at a ratio of 1:4. We own 100% of the capital stock of Avalon Healthcare Systems, Inc., a Delaware company, or AHS, which we acquired on October 19, 2016. AHS was incorporated on May 18, 2015 under the laws of the State of Delaware. In addition, we own through AHS 100% of the capital stock of Avalon (Shanghai) Healthcare Technology Co., Ltd., or Avalon Shanghai, which is a wholly foreign-owned enterprise, or WOFE, organized under the laws of the People s Republic of China, or PRC or China. Avalon Shanghai was incorporated on April 29, 2016 and is engaged in medical related consulting services for customers. On February 7, 2017, we formed Avalon RT 9 Properties, LLC, a New Jersey limited liability company, and on January 23, 2017, we incorporated Avalon (BVI) Ltd, a British Virgin Islands company (dormant, to be dissolved in 2018). In July 2017, we formed GenExosome Technologies Inc., a Nevada corporation, or GenExosome. On October 25, 2017, we and GenExosome entered into a Securities Purchase Agreement pursuant to which we acquired 600 shares of GenExosome in consideration of $1,326,087 in cash and 500,000 shares of our common stock. On October 25, 2017, GenExosome entered into and closed an Asset Purchase Agreement with Yu Zhou, MD, PhD, pursuant to which we acquired all assets, including all intellectual property, held by Dr. Zhou pertaining to the business of researching, developing and commercializing exosome technologies in consideration of $876,087 in cash, 500,000 shares of our common stock and 400 shares of common stock of GenExosome. As a result of the above transactions, we hold 60% of GenExosome and Dr. Zhou holds 40% of GenExosome. On October 25, 2017, GenExosome entered into and closed a Stock Purchase Agreement with Beijing Jieteng (GenExosome) Biotech Co. Ltd., a corporation incorporated in the People s Republic of China, Beijing GenExosome, and Dr. Zhou, the sole shareholder of Beijing GenExosome, pursuant to which GenExosome acquired all of the issued and outstanding securities of Beijing GenExosome in consideration of a cash payment in the amount of $450,000. The following diagram illustrates our corporate structure as of the date of this prospectus: The above diagram does not include our wholly-owned subsidiary, Avactis Biosciences, Inc., which was formed on July 18, 2018 and has no current operations. Our principal executive offices are located at 4400 Route 9 South, Suite 3100, Freehold, New Jersey 07728. Our telephone number is (646) 762-4517. Our website address is www.avalon-globocare.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. The Offering Common stock offered by us $5,000,000 of shares of common stock. Best efforts The underwriter is selling our shares of common stock on a "best efforts" basis. Accordingly, the underwriter has no obligation or commitment to purchase any securities. The underwriter is not required to sell any specific number or dollar amount of common stock but will use its best efforts to sell the shares of common stock offered. Common stock to be outstanding immediately after this offering shares of common stock. Use of proceeds We intend to use the net proceeds from this offering for the implementation of our business plan including mergers and acquisitions, debt repayment, laboratory and clinical trials, general and administrative expenses and working capital. See "Use of Proceeds." Trading Market Our common stock currently is quoted on the OTCQB Marketplace under the symbol "AVCO." We have applied to list our common stock on the Nasdaq Capital Market and intend to apply to list our common stock on the NYSE American LLC. However, we do not expect our common stock to be listed on the Nasdaq Capital Market or the NYSE American LLC upon completion of this offering. Risk factors You should read the "Risk Factors" section of this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock. The number of shares of our common stock that will be outstanding immediately after this offering is based on 69,758,622 shares of common stock outstanding as of March 31, 2018. This calculation excludes 2,410,000 shares of common stock issuable upon exercise of stock options outstanding as of March 31, 2018. On February 26, 2018, we received written consent in lieu of a meeting of stockholders from holders of shares of our common stock representing approximately 72.6% of the total issued and outstanding shares of our common stock and a unanimous written consent of our board to approve a resolution granting our board discretionary authority, for a period of 12 months, to effect a reverse stock split of our common stock at a ratio between 1-for-2 to 1-for-10, such ratio to be determined by our board. A reverse stock split has not been effected and the board may choose not to do so at its discretion. All share numbers and prices per share reflected in this prospectus do not reflect any proposed reverse stock split. Summary Consolidated Financial Data The following tables summarize our historical consolidated financial data. We have derived the historical consolidated statements of operations data for the years ended December 31, 2017 and 2016, from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the historical consolidated statements of operations data for the three months ended March 31, 2018 and 2017, and the historical consolidated balance sheet data as of March 31, 2018 from our unaudited consolidated financial statements included elsewhere in this prospectus. The following summary consolidated financial data should be read in conjunction with the section titled "Management s Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in the future, and our results for any interim period are not necessarily indicative of the results to be expected for a full fiscal year. Consolidated Statements of Operations Data: For the Three Months For the Three Months For the Year For the Year Ended Ended Ended Ended March 31, 2018 March 31, 2017 December 31, 2017 December 31, 2016 Revenue Real property rental $296,623 $- $828,663 $- Medical related consulting services - related parties - 66,286 222,611 616,446 Development services and sales of developed products 11,290 - 26,276 - Total revenues 307,913 66,286 1,077,550 616,446 Costs and expenses Real property operating expenses 210,274 - 542,371 - Medical related consulting services - related parties - 99,581 272,400 73,066 Development services and sales of developed products 16,520 - 15,016 - Total costs and expenses 226,794 99,581 829,787 73,066 Real property operating income 86,349 - 286,292 - Gross (loss) profit from medical related consulting services - (33,295) (49,789) 543,380 Gross (loss) profit from development services and sales of developed products (5,230) - 11,260 - Compensation and related benefits 538,814 182,927 1,291,183 10,088 Professional fees 571,772 207,218 1,033,308 395,780 Impairment loss - - 1,321,338 - Total other operating expenses 1,395,838 459,588 4,125,626 466,447 Total other (expense) income, net (236,250) (56,450) (171,782) 575 Income taxes - - - 21,927 Net (loss) income $(1,550,969) $(549,333) $(4,049,645) $55,581 Net (loss) income attributable to Avalon GloboCare Corp. common shareholders (1,481,579) (549,333) (3,464,285) 55,581 Net (loss) income per common share attributable to Avalon GloboCare Corp. common shareholders - basic and diluted $(0.02) $(0.01) $(0.05) $0.00 Weighted average common shares outstanding - basic and diluted 69,781,733 62,595,289 65,033,472 51,139,475 Consolidated Balance Sheet Data: As of March 31, 2018 Actual Pro Forma Cash $2,125,656 $6,325,656 Total current assets 2,283,206 6,483,206 Working capital (deficit) (3,484,882) 715,118 Total non-current assets 9,299,448 9,299,448 Total assets 11,582,654 15,782,654 Total current liabilities 5,768,088 5,768,088 Total liabilities 5,768,088 5,768,088 Total Avalon GloboCare Corp. stockholders' equity 6,469,190 10,669,190 Non-controlling interest (654,624) (654,624) Total equity 5,814,566 10,014,566 Total liabilities and equity $11,582,654 $15,782,654 The Pro Forma column in the consolidated balance sheet data table above reflects the receipt of approximately $4,200,000 in net proceeds from our sale of 2,222,222 shares of common stock in this offering at an assumed public offering price of $2.25 per share, after deducting estimated underwriting commissions (5.0%) and estimated offering expenses payable by us.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2018/CIK0001494162_kinerjapay_prospectus_summary.txt b/parsed_sections/prospectus_summary/2018/CIK0001494162_kinerjapay_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bd4854e975a446d6e59e27291955fa8855bff485
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2018/CIK0001494162_kinerjapay_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this Prospectus. This summary does not contain all the information that you should consider before investing in the Common Stock. You should carefully read the entire Prospectus, including "Risk Factors", "Management s Discussion and Analysis of Financial Condition and Results of Operations" and the Financial Statements, before making an investment decision. In this Prospectus, the terms "KinerjaPay" "Company," "Registrant," "we," "us" and "our" refer to KinerjaPay Corp., a Delaware corporation. Business Plan The Company was incorporated in Delaware on February 12, 2010 under the name Solarflex Corp. for the purpose of developing, manufacturing and selling a solar photovoltaic element, a device that converts light into electrical flow (also known as a photovoltaic cell) based on certain proprietary technology to improve solar energy conversion and provide energy at a lower cost. We did not generate any revenues from the sale of any solar photovoltaic element, nor did we successfully manufacturer or construct a working prototype, either on our own or through third-party manufacturers. We determined during the 4th quarter of 2015 to evaluate potential business opportunities. On December 1, 2015, the Company entered into a license agreement (the "License Agreement") with PT Kinerja Indonesia, an entity organized under the laws of Indonesia and controlled by Mr. Ng ("PT Kinerja"), for an exclusive, world-wide license to use and commercially exploit certain technology and intellectual property (the "KinerjaPay IP") and its website, KinerjaPay.com. Pursuant to the License Agreement, the Company was granted the exclusive, world-wide rights to the KinerjaPay IP, an e-commerce portal. On September 4, 2018, the Company completed to acquisition of PT. Kinerja Indonesia as a result of which the Company will be able to consolidate all revenues. At the same time, the Company s service agreement with PT. Kinerja Indonesia will end and the 1,333,333 restricted common shares of the Company held by PT. Kinerja Indonesia will be canceled. Our principal products and services are (i) our electronic payment service (the "EPS"); and (ii) our virtual marketplace (the "Marketplace") both of which are available on our portal under the domain name KinerjaPay.com (the "Portal"). Our Android-based mobile app not only serves as an extension of desktop or laptop access to our website but has additional in-app services that cater to mobile users, such as social engagement and digital entertainment (the "Mobile App"). We believe that in combining our EPS function ("PAY") with the ability to buy and sell products via our virtual marketplace ("Buy") enhanced by a gamification component ("Play") our customers and merchants increase their loyalty to our services. Indonesia, the world s fourth most-populous country, having a population estimated to be 255 million people, is becoming an economic power in the Southeast Asia region. Over 50% of its population is below the age of 30 and we believe that the young Indonesian population is highly adaptive to new technology. The rise of Smartphones and tablets that sell for less than US$100 is rapidly broadening internet access and pushing the Indonesian e-commerce market toward a critical point in terms of scale and profitability, in spite of significant challenges due to poor infrastructure and payment systems. The number of internet users is excepted to increase up to 125 million by 2018 and Smartphone ownership is to rise from 20 per cent to 52 per cent in the same period, the highest percentage compared to other Southeast Asian countries, according to Redwing, an advisory group. Notwithstanding our belief that our Portal represents a significant advance as compared to other Indonesian portals, there are a number of potential difficulties that we might face, including the following: Competitors may develop alternatives that render our Portal services redundant or unnecessary; We may not obtain and maintain sufficient protection of our intellectual property; Our proprietary technology may be shown to have characteristics that may render it insufficient for our business; Our Portal may not become widely accepted by consumers and merchants; and Strict, new government regulations and inappropriate e-commerce policies, especially in an emerging economy such as Indonesia, may hinder the growth of the e-commerce market; and We may not be able to raise sufficient additional funds to fully implement our business plan and grow our business. During the nine months ended September 30, 2018 and the year ended 2017, we raised $4,062,000 from the private sale of equity and debt securities and we may be expected to require up to an additional $7.5 million in capital during the next 12 months to fully implement our business plan and fund our operations. Summary
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2018/CIK0001537663_health_prospectus_summary.txt b/parsed_sections/prospectus_summary/2018/CIK0001537663_health_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..52bff91a7306e4f55c871dca87413d9abda148cb
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2018/CIK0001537663_health_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary provides an overview of all material information contained in this prospectus. It does not contain all the information you should consider before making a decision to purchase the shares our selling shareholders are offering. You should very carefully and thoroughly read the more detailed information in this prospectus and review our financial statements and all other information that is incorporated by reference in this prospectus. Unless the context otherwise requires, references in this prospectus to "HRD," "Health-Right," "the Company," "we," "our" and "us" refers to Health-Right Discoveries, Inc. and its subsidiaries, Common Compounds, Inc., an Arkansas corporation ("CCI") and EZpharmaRx, LLC, an Arkansas limited liability company ("EZRX"). Business Overview HRD, through its subsidiaries, CCI and EZRX, along with a licensed pharmaceutical wholesaler, offer and provide their respective services to physician practices that desire to prescribe and dispense certain pharmaceutical products and medications in the practice s office to patients receiving treatment for work-related injuries ("In-Office Dispensing Services"). CCI offers and provides administrative services and billing services to physician practices (each a "Practice" and collectively referred to herein as the "Practices") desiring to make certain over-the-counter ("OTC") products and prescription medication available to patients in the physician practice s office. Each participating Practice is responsible for obtaining and maintaining any necessary and appropriate licenses, permits, or other documentation required to order, receive, store, and dispense OTC Products or Oral Medications in the Practice s office in accordance with applicable federal and state law. Such services include, but are not limited to, assisting Practices with insurance claim processing, prior authorization, billing and collections, and recordkeeping. CCI offers its services to Practices participating in the OTC Program and the Full-Formulary Program (described in "Business" below and collectively referred to herein as the "Programs"). CCI also provides billing and collection services on behalf of EZRX in connection with EZRX s sales and distribution of OTC Products to Practices participating in the OTC Program. EZRX offers OTC pharmaceutical products, including non-narcotic topical medications, patches, and creams (collectively, "OTC Products"), to Practices that desire to make such products available to patients in the Practice s office through participation in the OTC Program. EZRX is not a compounding pharmacy, and neither CCI nor EZRX is involved in creating topicals with compounding pharmacies. Practices participating in the Full-Formulary Program may order and obtain certain oral prescription medications (collectively, "Oral Medications") directly from a licensed pharmaceutical wholesaler that oversees and manages the sale and distribution of Oral Medications in connection with the Full-Formulary Program. The Company s growth strategy is to expand the current business conducted by CCI and EZRX both in existing markets it serves, as well as well as by entering new markets in states where the provision of in-house dispensing services by Practices is permitted by law. Historical Backgound Health-Right was founded as a natural biotech company that seeks to combine science and nutrition to develop branded ingredients, formulations and products that seek to provide a better quality of life for consumers who primarily suffer from stress-induced viruses and diseases. The Company developed a formulation platform by utilizing and scientifically combining various natural ingredients to help positively influence the interrelationship between stress and the immune system. The Company initially applied the formulation platform to Advanced H-Plex Defense Formula 11, its first product ("H-Plex Defense"), an all-natural dietary supplement whose formulation sought to address less than optimal nutrition and nutritional deficiencies to aid persons afflicted with Herpes Simplex Virus 1. Despite test marketing H-Plex Defense through the end of 2014 and positive customer feedback, HRD has been unable to raise sufficient capital to complete development of and commercialize H-Plex Defense. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities nor may offers to buy these securities be accepted until the registration statement filed with the Securities and Exchange Commission becomes effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JUNE 11, 2018 PROSPECTUS HEALTH-RIGHT DISCOVERIES, INC. 20,257,068 Shares of Common Stock The selling shareholders named in this prospectus are offering up to 20,257,068 shares of common stock through this prospectus consisting of (a) 8,893,431 shares held by the selling shareholders named in this prospectus; and (b) 11,363,637 shares issuable upon conversion of a $5,000,000 principal amount senior secured convertible promissory note issued to a single holder in a financing transaction consummated in September 2017. We will not receive any proceeds from this offering and have not made any arrangements for the sale of these shares. Our common stock is presently not traded on any market or securities exchange. Given the foregoing, the selling shareholders will offer their shares at a fixed price of $0.50 per share until the shares are listed for quotation on the OTCQX or the OTCQB tiers of the over-the-counter market operated by OTC Markets Group, Inc. ("OTC Markets Group") or listed on any other national securities exchange and a market develops. We have applied to FINRA for a trading symbol and as soon as practicable after receipt thereof, we anticipate applying for quotation of our common stock on the OTCQX or the OTCQB tiers of the over-the-counter market operated by OTC Markets Group. We may not secure this listing and even if we do an active public market for our common stock may never materialize. If we secure this listing or a listing on any other national securities exchange and a market develops, the sale price to the public of the shares registered hereunder will be at prevailing market prices or privately negotiated prices. The Company is an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the "Jobs Act") and as such, may elect to comply with certain reduced public company reporting requirements for future filings. The purchase of the shares of common stock offered through this prospectus involves a high degree of risk. See the section of this prospectus entitled "Risk Factors" beginning at page 7. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The date of this prospectus is June __, 2018 Accordingly, during 2016, the Company shifted its focus to identifying and exploring various opportunities for growth and revenue generation through the acquisition of other products, technologies or companies in the natural biotech, healthcare, nutraceutical and related fields. On September 29, 2017, pursuant to a Securities Purchase Agreement dated August 17, 2017, the Company acquired all the outstanding shares of CCI and limited liability company membership interests of EZRX from their sole owner. The combined business conducted by CCI and EZRX offers physicians and medical clinics an ancillary program to treat their patients with topical prescription medicine to manage pain. The program is designed for patients with work related injuries managed under worker compensation claims. The program both delivers the topical medicine to the care provider for sale to the patient, as well as providing the care provider with insurance claim processing services on behalf of the patient. Neither CCI nor EZRX is a compounding pharmacy and neither entity is involved in creating topicals with compounding pharmacies. The purchase price for the Acquisition (the "Purchase Price") consisted of (a) $6,100,000 in cash (the "Cash Purchase Price"); and (b) 1,751,580 "restricted" shares of HRD s common stock (the "Acquisition Shares"). The Purchase Price was paid at Closing by (a) payment by the Company to the seller of $3,600,000 of the Cash Purchase Price; (b) issuance by the Company to the seller of the Acquisition Shares; and (c) execution and delivery to the seller of a convertible promissory note for the $2,500,000 balance of the Cash Purchase Price (the "CCI Note"). The CCI Note, which does not bear interest, is payable in five equal annual installments of $500,000 on the first, second, third, fourth and fifth anniversaries of the Closing (each a "Due Date"), which installments will be reduced to $377,400 each (with a corresponding reduction in the Cash Purchase Price), if the business fails to meet certain agreed upon financial targets for the years ending December 31, 2017 and 2018. Upon each Due Date, the seller, at his sole option, may elect to convert the annual installment then due under the Note, into shares of Health-Right s common stock (the "HRD Shares") at a conversion price equal to 50% of "fair market value," which is defined as the average closing price for the HRD Shares on the principal market on which they are traded during the thirty (30) trading days prior to the applicable Due Date, provided, further, that (a) the conversion price shall not be lower than $2.00 per HRD Share, subject to adjustment for stock splits, stock dividends and similar recapitalization events; and (b) in the event such conversion price as so adjusted is lower than $2.00 per HRD Share, the installment payable upon such Due Date may not be converted into HRD Shares without written agreement between the Company and the seller. In order to finance the Acquisition, we also entered into a securities purchase agreement with GPB Debt Holdings II, LLC ("GPB") at Closing (the "GPB Purchase Agreement"). Pursuant to the GPB Purchase Agreement, we sold and issued to GPB a $5,000,000 principal amount senior secured convertible note (the "GPB Note"), for an aggregate purchase price of $4,900,000 (a 2.0% original issue discount). In addition, Health-Right issued to GPB 3,584,279 HRD Shares (the "GPB Shares"). The GPB Note, which matures on the third anniversary of Closing (the "Maturity Date"), provides for monthly payments of interest only, which accrues at the rate of 12.75% per annum. In addition, the GPB Note also provides for an annual payment of paid in kind interest at the rate of 3.0% per annum. The GPB Note (including accrued and unpaid interest) may be prepaid, in whole or in part, so long as a minimum of $500,000 is prepaid each time a repayment is made, at any time prior to the Maturity Date, upon thirty (30) days prior written notice; provided, however, that during such notice period, GPB may exercise its conversion rights described below with respect to the portion of the GPB Note to be repaid. Upon a prepayment, in whole or in part, the Company shall pay GPB an additional success fee equal to (a) 2% of any such payment if such payment is paid prior to the first anniversary of Closing; (b) 4% of any such payment if such amount is paid on or after the first anniversary of Closing; and (c) 6% of any such payment if such amount is paid on or after the second anniversary of Closing, but prior to the Maturity Date. The GPB Note is convertible at any time, in whole or in part, at GPB s option, into HRD Shares at a conversion price of $0.44 per GPB Share, with customary adjustments for stock splits, stock dividends and other recapitalization events and anti-dilution provisions set forth in the GPB Note, including adjustments in the event the Company sells HRD Shares or HRD Share equivalents at an effective purchase price lower than the conversion price then in effect. The GPB Note (a) provides for customary affirmative and negative covenants, including restrictions on Health-Right incurring subsequent debt, and (b) contains customary event of default provisions with a default interest rate of the lesser of 17.75% for the cash interest and 8.0% for the paid in-kind interest or the maximum rate permitted by law. Upon the occurrence of an event of default, GPB may require the Company to redeem the GPB Note at 120% of the then outstanding principal balance. The GPB Note is secured by a lien on all of the assets of the Company, including its intellectual property, pursuant to a security agreement entered into between the Company and GPB at Closing (the "Security Agreement"). The resale of the GPB Shares and the shares issuable upon conversion of the GBP Note are covered by the registration statement of which this prospectus forms a part. Corporate Information The Company was incorporated in the state of Florida on October 11, 2011 under the name "Four Plex Partners, Inc." and changed its name to "Health-Right Discoveries, Inc." on March 22, 2012. Our executive offices are located at 18851 NE 29th Avenue, Suite 700, Aventura, Florida 33180 and our telephone number is (305) 705-3247. Our corporate website is www.health-right.com. Information appearing on our corporate website is not part of this report. Selling Shareholders In addition to the 3,584,279 GPB Shares and the 11,363,637 shares of our common stock issuable upon conversion of the GPB Note, the registration statement of which this prospectus forms a part covers 5,309,152 shares of our common stock which were previously sold or issued in private transactions to our directors and executive officers, third-party investors and service providers. These shares, of which 3,007,574 shares are held by our directors and executive officers were previously registered for resale by the holders thereof pursuant to the Company s Registration Statement on Form S-1 (File No. 333-206839), to which Registration Statement, this Registration Statement of which this prospectus is a part, constitutes Post-Effective Amendment No. 1. The Offering This prospectus relates to the resale from time to time by the selling shareholders identified in this prospectus of 20,257,068 shares of our common stock, par value $0.001 per share. No shares are being offered for sale by the Company. Common stock offered by selling shareholders: 20,257,068 shares of common stock, including 11,363.637 shares issuable upon conversion of the GPB Note. Common stock outstanding as of the date of this prospectus: 22,869,191 shares of common stock (1). Terms of the Offering: The selling shareholders will determine when and how they will sell the shares of common stock offered in this prospectus. The selling shareholders will offer their shares at a fixed price of $0.50 per share until the shares are listed for quotation on the OTCQX or the OTCQB tiers of the over-the-counter market operated by OTC Markets Group or listed on any other national securities exchange and a market develops. We have applied to FINRA for a trading symbol and as soon as practicable after receipt thereof, we anticipate applying for quotation of our common stock on the OTCQX or the OTCQB tiers of the over-the-counter market operated by OTC Markets Group. We may not secure this listing and even if we do an active public market for our common stock may never materialize. If we secure this listing or a listing on any other national securities exchange and a market develops, the sale price to the public of the shares registered hereunder will be at prevailing market prices or privately negotiated prices. Use of proceeds: We will not receive any proceeds from the sale of the shares of common stock offered by the selling shareholders under this prospectus. Risk factors: The common stock offered hereby involves a high degree of risk and should not be purchase by investors who cannot afford the loss of their entire investment. (1)Does not include 3,000,000 shares of our common stock reserved for issuance upon the exercise of options granted or options and other equity awards which may subsequently be granted under our 2015 Stock Incentive Plan. SUMMARY FINANCIAL INFORMATION The following summary financial data should be read in conjunction with "Management s Discussion and Analysis of Financial Condition and Results of Operations," and the Consolidated Financial Statements and Notes thereto, included elsewhere in this prospectus. For the Three Months Ended March 31, For the Years Ended December 31, Statement Of Operations 2018 2017 2017 2016 (Unaudited) Revenues $ 1,924,832 $ — $ 2,052,352 $ 8,959 Cost of Sales $ 376,096 $ — $ 329,511 $ 3,251 Other Selling, General and Interest Expenses $ 1,359,740 $ 21,119 $ 1,931,428 $ 150,058 Income Tax Benefit (Provision) $ (51,029 ) $ — $ 642,770 $ — Net Income (Loss) $ 137,967 $ (21,119 ) $ 434,183 $ (144,350 ) As of March 31, As of December 31, Balance Sheet Data 2018 2017 2016 (Unaudited) Cash $ 1,783,986 $ 1,458,942 $ 18,373 Total Assets $ 9,711,133 $ 9,483,169 $ 18,373 Total Liabilities $ 8,974,947 $ 8,884,950 $ 387,923 Total Shareholders Equity (Deficiency) $ 736,186 $ 598,219 (369,550 ) RISK FACTORS The shares of our common stock being offered for resale by the selling shareholders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment. You should carefully consider the risks described below and the other information in this process before investing in our common stock. We have a limited operating history with our current business and our management has limited experience in operating that business. We have only been engaged in our present business since we completed the Acquisition of CCI and EZRX on September 29, 2017. Although post-Acquisition operations resulted in our having net income of $434,183 and $137,967 for the year ended December 31, 2017 and the three months ended March 31, 2018, respectively, prior thereto we have not generated significant revenues and have incurred losses in prior years. There can be no assurance that the Company will achieve sustained profitable operations. Moreover, HRD and its management has limited experience in operating the type of business which was acquired in the Acquisition. Such limited experience may adversely affect our ability to operate the operations of CCI and EZRX profitably in the future. If HRD fails to properly manage its anticipated growth, the Company s business could suffer. A significant part of Health-Right s strategy will be to expand CCI s and EZRX s current business operations and expand into new geographic markets, which may place a significant strain on management, as well as on operational and financial resources and systems. To manage growth effectively, the Company will need to maintain a system of management controls, and attract and retain qualified personnel, as well as, develop, train and manage management-level and other employees. Failure to manage our anticipated growth effectively could cause us to over-invest or under-invest in infrastructure, and result in losses or weaknesses in our infrastructure, which could have a material adverse effect on the ability to successfully implement planned growth strategies for HRD, as well as on the Company s business, results of operations and financial condition. We are and will be dependent on CCI representatives who third- party are independent contractors to market our services to Practices. CCI contracts with the CCI Representatives for the purpose of distributing information and raising awareness among providers that may be interested and eligible to participate in one or both of the Programs. CCI Representatives are responsible for promoting the programs in various regions of the country. All of such persons are independent contractors. Accordingly, if we fail to maintain good relationships with our existing CCI Representatives or secure the services of additional CCI Representatives on commercially reasonable terms, our ability to maintain the profitability of existing operations and expand CCI s business may be harmed, which could materially adversely affect our business, results of operations and financial condition. If we fail to secure Practices to participate in the Programs or to establish and maintain good relationships with our participating Practices, our business, results of operations and financial condition may be harmed. The success of CCI s business is dependent on identifying and securing Practices and other providers to participate in our Programs. If we fail to do so or fail to establish and maintain good relationships with our participating Practices, our business, results of operations and financial condition may be harmed. If we do not maintain good relationships with the licensed pharmaceutical wholesalers and other vendors we work with, our business, results of operations and financial condition may be harmed. Practices which participate in our Full-Formulary program must order Oral Medications dispensed in-house from a licensed pharmaceutical wholesaler. Therefore, an important part of our success is dependent upon maintaining good relationships with the licensed pharmaceutical wholesalers and other vendors we work with. If we fail to do so we may be limited in our ability or effectively unable to offer the Full-Formulary program, which would harm our business, results of operations and financial condition Our business operations are subject to compliance with a significant degree of government regulation and failure to comply with current or future healthcare laws, rules and regulations at both the federal level and in states where we do business could harm our business, results of operations and condition (financial and otherwise). Our business operations must comply with various healthcare laws, rules and regulations at both the federal level and in states where we do business. These laws, rules and regulations include, among others, those pertaining to confidentiality of patient information, prohibitions against kickbacks, limitations on self-referrals of patients, prohibitions on the corporate practice of medicine, legality of physicians providing in-house dispensing services and the requirement that certain medications be sold and distributed by a licensed pharmaceutical wholesaler. The failure to comply with any of these laws, rules or regulations could result in administrative action taken against the Company, which could harm our business, results of operations and condition (financial and otherwise). In addition, there can be no assurance that in the future, the federal and state governments will not modify existing or adopt and implement new laws, rules or regulations relating to the healthcare industry, which could similarly have a material adverse effect on Health-Right. The Company will face competition for the services it provides. There are a number of firms engaged in providing administrative services and billing services to physician Practices that desire to offer in-house dispensing. Some if not all of these competitors may have longer operating histories and greater financial resources than we do. While we believe that we compete favorably based upon price, OTC product availability and customer service, there can be no assurance given that we will successfully do so. If we fail to successfully compete, our business, results of operations and condition (financial and otherwise) may be materially adversely affected. We may require additional financing to fund expansion of our business. The Company may require additional financing to fund expansion of the business conducted by CCI and EZRX. There can be no assurance that additional financing will be available to the Company when needed, on favorable terms or otherwise. Moreover, any such additional financing may dilute the equity interests of purchasers of the shares offered hereby. The absence of additional financing, when needed, could cause the Company to delay implementation of its expansion strategy in whole or in part, curtail its business activities and seriously harm the Company and its prospects. We currently rely on our President and Chief Executive Officer and his loss could have an adverse effect on the Company. Until we build up our management infrastructure, our success depends upon David Hopkins, our President and Chief Executive Officer, who is our sole executive officer. While we are party to an employment agreement with Mr. Hopkins, we do not have key man insurance in place on his life. Accordingly, the loss of his services would currently have a material adverse effect on the Company. The Company s success will be dependent in part upon its ability to attract qualified personnel. As the Company expands its operations and infrastructure, the Company s success will be dependent in part upon its ability to attract qualified management, administrative, product development and marketing and sales personnel and consultants. The inability to do so on favorable terms may harm the Company s business, results of operations and financial condition. We are and plan to continue to be become subject to the periodic reporting requirements of the Securities Exchange Act of 1934 that requires us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit. We are and plan to continue to be required to file periodic reports with the SEC pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm has to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel has to review and assist in the preparation of such reports. The incurrence of such costs are an expense to our operations, may increase as the Company grows and therefore have a negative effect on our ability to meet our overhead requirements and earn a profit. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly. Our internal controls are inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rule 13a-15(f) under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company s assets that could have a material effect on the financial statements. Our President and Chief Executive Officer (our Principal Executive, Financial and Accounting Officer) identified the following two material weaknesses that have caused management to conclude that, as of December 31, 2017, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level in that: We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Our President and Chief Executive Officer (our Principal Executive, Financial and Accounting Officer), evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. We are taking additional steps to remedy these material weaknesses. However, we expect to incur additional expenses and diversion of management s time in order to do so, which may adversely affect our business, results of operations and financial condition. Further effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly. The Jobs Act has reduced the information that the Company is required to disclose, which could adversely affect the price of our common stock. Under the Jobs Act, the information that the Company is required to disclose has been reduced in a number of ways. Before the adoption of the Jobs Act, the Company was required to register the common stock under the Exchange Act within 120 days after the last day of the first fiscal year in which the Company had total assets exceeding $1,000,000 and 500 record holders of the common stock; the Jobs Act has changed this requirement such that the Company must register the common stock under the Exchange Act within 120 days after the last day of the first fiscal year in which the Company has total assets exceeding $10,000,000 and 2,000 record holders or 500 record holders who are not "accredited investors." As a result, the Company is now required to register the common stock under the Exchange Act substantially later than previously. As a company that had gross revenues of less than $1 billion during the Company s last fiscal year, the Company is an "emerging growth company," as defined in the Jobs Act (an "EGC"). The Company will retain that status until the earliest of (a) the last day of the fiscal year which the Company has total annual gross revenues of $1,000,000,000 (as indexed for inflation in the manner set forth in the Jobs Act) or more; (b) the last day of the fiscal year of following the fifth anniversary of the date of the first sale of the common stock pursuant to an effective registration statement under the Securities Act; (c) the date on which the Company has, during the previous three year period, issued more than $1,000,000,000 in non-convertible debt; or (d) the date on which the Company is deemed to be a "large accelerated filer," as defined in Rule 12b-2 under the Exchange Act or any successor thereto. As an EGC, the Company is relieved from the following: The Company is excluded from Section 404(b) of the Sarbanes-Oxley of 2002 ("Sarbanes-Oxley"), which otherwise would have required the Company s auditors to attest to and report on the Company s internal control over financial reporting. The Jobs Act also amended Section 103(a)(3) of Sarbanes-Oxley to provide that (i) any new rules that may be adopted by the Public Company Accounting Oversight Board ("PCAOB") requiring mandatory audit firm rotation or changes to the auditor s report to include auditor discussion and analysis (each of which is currently under consideration by the PCAOB) shall not apply to an audit of an EGC; and (ii) any other future rules adopted by the PCAOB will not apply to the Company s audits unless the SEC determines otherwise. The Jobs Act amended Section 7(a) of the Securities Act to provide that the Company need not present more than two years of audited financial statements in an initial public offering registration statement and in any other registration statement, need not present selected financial data pursuant to Item 301 of Regulation S-K for any period prior to the earliest audited period presented in connection with such initial public offering. In addition, the Company is not required to comply with any new or revised financial accounting standard until such date as a private company (i.e., a company that is not an "issuer" as defined by Section 2(a) of Sarbanes-Oxley) is required to comply with such new or revised accounting standard. Corresponding changes have been made to the Exchange Act, which relates to periodic reporting requirements, which would be applicable if the Company were required to comply with them. As long as the Company is an EGC, the Company may comply with Item 402 of Regulation S-K, which requires extensive quantitative and qualitative disclosure regarding executive compensation, by disclosing the more limited information required of a "smaller reporting company." In the event that the Company registers the common stock under the Exchange Act as it intends to do, the Jobs Act will also exempt the Company from the following additional compensation-related disclosure provisions that were imposed on U.S. public companies pursuant to the Dodd-Frank Act: (i) the advisory vote on executive compensation required by Section 14A(a) of the Exchange Act; (ii) the requirements of Section 14A(b) of the Exchange Act relating to shareholder advisory votes on "golden parachute" compensation; (iii) the requirements of Section 14(i) of the Exchange Act as to disclosure relating to the relationship between executive compensation and our financial performance; and (iv) the requirement of Section 953(b)(1)of the Dodd-Frank Act, which requires disclosure as to the relationship between the compensation of the Company s chief executive officer and median employee pay. Since the Company is not required, among other things, to file reports under Section 13 of the Exchange Act or to comply with the proxy requirements of Section 14 of the Exchange Act until such registration occurs or to comply with certain provisions of Sarbanes-Oxley and the Dodd-Frank Act and certain provisions and reporting requirements of or under the Securities Act and the Exchange Act or to comply with new or revised financial accounting standards as long as the Company is an EGC, and the Company s officers, directors and 10% shareholders are not required to file reports under Section 16(a) of the Exchange Act until such registration occurs, the Jobs Act has had the effect of reducing the amount of information that the Company and its officers, directors and 10% shareholders are required to provide for the foreseeable future. As a result of such reduced disclosure, the price for the common stock may be adversely affected, if a market ever develops. Our Articles of Incorporation and By Laws provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors. Our Articles of Incorporation and Bylaws provide for the indemnification of our officers and directors. We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 (the "Securities Act") and is, therefore, unenforceable. The offering price of the shares has been arbitrarily determined by the Company. The offering price of the shares has been arbitrarily determined by the Company and bears no relationship to the Company s assets, book value, potential earnings or any other recognized criterion of value. Currently, there is no public market for our securities, and we cannot assure you that any public market will ever develop and it is likely to be subject to significant price fluctuations. Currently, there is no public market for our common stock and our common stock may never be traded on any exchange, or, if traded, a public market may not materialize. Even if we are successful in developing a public market, there may not be enough liquidity in such market to enable shareholders to sell their stock. Our common stock is unlikely to be followed by any market analysts, and there may be few or no institutions acting as market makers for the common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of the Company, and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock. If a trading market should develop for our common stock, it is likely that it will initially be deemed to be a "penny stock." Therefore, trading of our common stock may be restricted by the SEC s penny stock regulations and FINRA s sales practice requirements, which may limit a shareholder s ability to buy and sell our common stock. In addition to the "penny stock" rules promulgated by the SEC, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA s requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock. The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock. Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include: Control of the market for the security by one or a few broker-dealers that are often related to a promoter or issuer; Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; "Boiler room" practices involving high pressure sales tactics and unrealistic price projections by sales persons; Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. Any trading market that may develop for our common stock may be restricted by virtue of state securities "Blue Sky" laws that prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states. There is currently no established public market for our common stock, and there can be no assurance that any established public market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities laws and regulations promulgated by various states and foreign jurisdictions, commonly referred to as "blue sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities being registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares, and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in a number of states that do not offer manual exemptions and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one. Our board of directors has the authority, without shareholder approval, to issue preferred stock with terms that may not be beneficial to common shareholders and with the ability to affect adversely shareholder voting power and perpetuate their control over us. Our Amended and Restated Articles of Incorporation allows us to issue shares of preferred stock without any vote or further action by our shareholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. The ability of our executive officers and directors, who are our principal shareholders, to control our business may limit or eliminate minority shareholders ability to influence corporate affairs. Our executive officers and directors, who are our principal shareholders, own and assuming the sale of the shares registered by them hereunder as selling shareholders, will continue to own a majority of our issued and outstanding common stock. Accordingly, they will be able to effectively control the election of directors, as well as all other matters requiring shareholder approval. The interests of our principal shareholders may differ from the interests of other shareholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of other directors and other business decisions. The minority shareholders have no way of overriding decisions made by our principal shareholders. This level of control may also have an adverse impact on the market value of our shares because our principal shareholders may institute or undertake transactions, policies or programs that result in losses may not take any steps to increase our visibility in the financial community and / or may sell sufficient numbers of shares to significantly decrease our price per share. We do not expect to pay cash dividends in the foreseeable future. We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock. In addition, the GPB Note restricts the payment of cash dividends on our common stock while any portion of the indebtedness evidenced thereby is outstanding. Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our shareholders have limited protection against interested director transactions, conflicts of interest and similar matters. Sarbanes-Oxley, as well as rule changes proposed and enacted by the SEC, the New York Stock Exchange, NYSE American and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with voluntary compliance, we have not yet adopted these measures. We do not currently have independent audit or compensation committees. As a result, directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our shareholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations as a result thereof. We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley enactment of Sarbanes-Oxley has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these changes may make it more costly or deter qualified individuals from accepting these roles. USE OF PROCEEDS We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders. We have agreed to bear the expenses (other than any underwriting discounts or commissions or broker s commissions) in connection with the registration of the common stock being offered hereby by the selling shareholders. DETERMINATION OF OFFERING PRICE The selling shareholders will determine when and how they will sell the shares of common stock offered in this prospectus. The selling shareholders will offer their shares at a fixed price of $0.50 per share until the shares are listed for quotation on the OTCQX or the OTCQB tiers of the over-the-counter market operated by OTC Markets Group or listed on any other national securities exchange and a market develops. We have applied to FINRA for a trading symbol and as soon as practicable after receipt thereof, we anticipate applying for quotation of our common stock on the OTCQX or the OTCQB tiers of the over-the-counter market operated by OTC Markets Group. We may not secure this listing and even if we do an active public market for our common stock may never materialize. If we secure this listing or a listing on any other national securities exchange and a market develops, the sale price to the public of the shares registered hereunder will be at prevailing market prices or privately negotiated prices. DILUTION The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders. SELLING SHAREHOLDERS This prospectus covers the resale from time to time by the selling shareholders identified in the table below of up to 20,257,068 shares of our common stock, consisting of (a) the 3,584,279 GPB Shares issued to GPB in September 2017; (b) 11,363,637 shares issuable upon conversion of the GPB Note issued to GPB in September 2017; and (c) 5,309,152 shares of our common stock, which were previously sold or issued in private transactions to our directors and executive officers, third-party investors and service providers. These shares, of which 3,007,574 shares are held by our directors and executive officers, were previously registered for resale by the holders thereof pursuant to the Company s Registration Statement on Form S-1 (File No. 333-206839), to which Registration Statement, this Registration Statement of which this prospectus is a part, constitutes Post-Effective Amendment No. 1. We are registering the shares to permit the selling shareholders and any of their pledgees, donees, transferees, assignees and successors-in-interest to, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions when and as they deem appropriate in the manner described in "Plan of Distribution." As of the date of this prospectus, there are 22,869,191 shares of our common stock issued and outstanding. The following table sets forth, as of the date of this prospectus, the name of each selling shareholder, the number and percentage of shares of our common stock beneficially owned by each selling shareholder prior to the offering for resale of the shares under this prospectus, the number of shares of our common stock beneficially owned by each selling shareholder that may be offered from time to time under this prospectus, and the number and percentage of shares of our common stock beneficially owned by the selling shareholder after the offering of the shares (assuming all of the offered shares are sold by the selling shareholder. There are no agreements between the Company and any selling shareholder pursuant to which the shares subject to this registration statement were issued. Other than David Hopkins, our President, Chief Executive Officer and a director and James Pande, a director, none of the selling shareholders ever been an executive officer or director of the Company and other than rendering services in the ordinary course of business, has had a material relationship with us at any time within the past three years. Beneficial ownership is determined in accordance with the rules of the SEC, and includes any shares of common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within sixty (60) days through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement. Name of Selling Shareholder Total Shares Owned by Selling Shareholder Total Shares to be Registered Pursuant to this Offering Percentage of Common Stock Before Offering Number of Shares Owned by Selling Shareholder After Offering David Hopkins 5,651,010(1) 1,415,878 24.6% 4,235132 James Pande 5,966,666 1,591,696 24.1% 4,374,970 GPB Debt Holdings, LLC 14,947,916(2) 14,947,916(2) 43.7% -0- Michael Fabiano 1,000,000 250,000 4.4% 750,000 Zach Hollman(3) 500,000 250,000 2.2% 250,000 Dale S. Bergman(4) 650,000(4) 200,000 2.6% 250,000 John W. Koelle 400,000 200,000 1.7% 200,000 Charlie Bird(5) 290,000 145,000 1.3% 145,000 Dominic Joseph Lewis(6) 500,000 250,000 2.2% 250,000 Douglas B. Porter (7) 250,000 125,000 1.1% 125,000 Trenton Pande 200,000 100,000 * 100,000 Timothy and Kyle Crotty 200,000 100,000 * 100,000 David Petoskey 200,000 100,000 * 100,000 Julian Cameron(8) 200,000 100,000 * 100,000 Viviana Hammons 150,000 75,000 * 75,000 Robert Brenner 150,000 75,000 * 75,000 Jay Carr 150,000 75,000 * 75,000 Preston J. Fields 100,000 50,000 * 50,000 Brian K. Linstrand 100,000 50,000 * 50,000 Kevin Henderson 100,000 50,000 * 50,000 Joel Mayersohn 50,000 25,000 * 25,000 Mark Purvis 10,000 5,000 * 5,000 Blaine Heckaman(9) 153,156 76,578 * 76,578 *Less than 1%. (1) (2) (3) Includes 87,500 shares issuable upon exercise of options held by Mr. Hopkins under our 2015 Incentive Stock Plan. Includes 11,363,637 shares issuable upon conversion of the GPB Note. Represents shares held of record by NE1 Design Studios, LLC, of which firm Mr. Holman is a managing member. (4) Represents shares held of record by Almeria Group Holdings, LLC, an affiliate of the Company s legal counsel, of which firm Mr. Bergman is a managing member. Also includes 150,000 shares issuable upon exercise of options held by Mr. Bergman under our 2015 Incentive Stock Plan. (5) Represents shares held of record by The Better Image Company, of which firm Mr. Bird is President. (6) Includes 50,000 shares purchased by Dr. Lewis for the benefit of his daughter. (7) Includes 200,000 shares held of record by William B. Porter Group, of which firm Mr. Porter is President. (8) Represents shares held of record by the JA Cameron Revocable Trust, of which trust Mr. Cameron is Trustee. (9) Represents shares held of record by Kaufman, Rossin & Company, P.A., of which firm Mr. Heckaman is Managing Principal. PLAN OF DISTRIBUTION The selling shareholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. As there is currently no trading market for our shares, The selling shareholders will determine when and how they will sell the shares of common stock offered in this prospectus. The selling shareholders will offer their shares at a fixed price of $0.50 per share until the shares are listed for quotation on the OTCQX or the OTCQB tiers of the over-the-counter market operated by OTC Markets Group or listed on any other national securities exchange and a market develops. We have applied to FINRA for a trading symbol and as soon as practicable after receipt thereof, we anticipate applying for quotation of our common stock on the OTCQX or the OTCQB tiers of the over-the-counter market operated by OTC Markets Group. We may not secure this listing and even if we do an active public market for our common stock may never materialize. If we secure this listing or a listing on any other national securities exchange and a market develops, the sale price to the public of the shares registered hereunder will be at prevailing market prices or privately negotiated prices. The selling shareholders may use any one or more of the following methods when selling shares: ordinary brokerage transactions and transactions in which the broker-dealer solicits investors; block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; purchases by a broker-dealer as principal and resale by the broker-dealer for its account; an exchange distribution in accordance with the rules of the applicable exchange; privately negotiated transactions; to cover short sales made after the date that this registration statement is declared effective by the SEC; broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share; through the distribution of common stock by any selling shareholder to its partners, members or shareholders; any other method permitted pursuant to applicable law; and a combination of any such methods of sale. Broker-dealers engaged by the selling shareholders may arrange for broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling shareholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The selling shareholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. Upon a selling shareholder s notification to us that any material arrangement has been entered into with a broker-dealer for the sale of such shareholder s common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act disclosing (a) the name of each such selling shareholder and of the participating broker-dealer(s); (b) the number of shares involved; (c) the price at which such shares of common stock were sold; (d) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable; (e) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus; and (f) other facts material to the transaction. In addition, upon our being notified in writing by a selling shareholder that a donee or pledgee intends to sell more than 500 shares of common stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law. The selling shareholders also may transfer the shares of common stock in other circumstances, in which case the donees, assignees, transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed any necessary supplements to this prospectus under Rule 424(b), or other applicable provisions of the Securities Act supplementing or amending the list of selling shareholders to include such donee, assignee, transferee, pledgee, or other successor-in-interest as a selling shareholder under this prospectus. In the event that the selling shareholders are deemed to be "underwriters," any broker-dealers or agents that are involved in selling the shares will be deemed to be "underwriters" within the meaning of the Securities Act, in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of the shares of common stock will be paid by the selling shareholder and/or the purchasers. Each selling shareholder has represented and warranted to us that it acquired the securities subject to this registration statement for his/her own account for investment and not for the benefit of any other person and not with a view to distribute or sell in violation of the Securities Act or any state securities laws or rules and regulations promulgated thereunder. If a selling shareholder uses this prospectus for any sale of the common stock, it will be subject to the prospectus delivery requirements of the Securities Act. The selling shareholders will be responsible to comply with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to such selling shareholders in connection with resales of their respective shares under this registration statement. We are required to pay all fees and expenses incident to the registration of the shares, but we will not receive any proceeds from the sale of the common stock. BUSINESS Historical Background Health-Right was founded as a natural biotech company that seeks to combine science and nutrition to develop branded ingredients, formulations and products that seek to provide a better quality of life for consumers who primarily suffer from stress-induced viruses and diseases. The Company developed a formulation platform by utilizing and scientifically combining various natural ingredients to help positively influence the interrelationship between stress and the immune system. The Company initially applied the formulation platform to H-Plex Defense, its first product an all-natural dietary supplement whose formulation sought to address less than optimal nutrition and nutritional deficiencies to aid persons afflicted with Herpes Simplex Virus 1. Despite test marketing H-Plex Defense through the end of 2014 and positive customer feedback, HRD has been unable to raise sufficient capital to complete development of and commercialize H-Plex Defense. Accordingly, during 2016, the Company shifted its focus to identifying and exploring various opportunities for growth and revenue generation through the acquisition of other products, technologies or companies in the natural biotech, healthcare, nutraceutical and related fields. On September 29, 2017, pursuant to a Securities Purchase Agreement dated August 17, 2017, the Company acquired all the outstanding shares of CCI and the outstanding limited liability company interests of EZRX. The combined business conducted by CCI and EZRX offers physicians and medical clinics an ancillary program to treat their patients with topical prescription medicine to manage pain. The program is designed for patients with work related injuries managed under worker compensation claims. The program both delivers the topical medicine to the care provider for sale to the patient, as well as providing the care provider with insurance claim processing services on behalf of the patient. Neither CCI nor EZRX is a compounding pharmacy and neither entity is involved in creating topicals with compounding pharmacies. The Purchase Price for the Acquisition consisted of (a) the Cash Purchase Price of $6,100,000; and (b) the 1,751,580 "restricted" Acquisition Shares. The Purchase Price was paid at Closing by (a) payment by the Company to the seller of $3,600,000 of the Cash Purchase Price; (b) issuance by the Company to the seller of the Acquisition Shares; and (c) execution and delivery to the seller the CCI Note, a convertible promissory note for the $2,500,000 balance of the Cash Purchase Price. The CCI Note, which does not bear interest, is payable in five equal annual installments of $500,000 on the first, second, third, fourth and fifth anniversaries of the Closing (each a "Due Date"), which installments will be reduced to $377,400 each (with a corresponding reduction in the Cash Purchase Price), if the business fails to meet certain agreed upon financial targets for the years ending December 31, 2017 and 2018. Upon each Due Date, the seller, at his sole option, may elect to convert the annual installment then due under the Note, into the HRD Shares at a conversion price equal to 50% of "fair market value," which is defined as the average closing price for the HRD Shares on the principal market on which they are traded during the thirty (30) trading days prior to the applicable Due Date, provided, further, that (a) the conversion price shall not be lower than $2.00 per HRD Share, subject to adjustment for stock splits, stock dividends and similar recapitalization events; and (b) in the event such conversion price as so adjusted is lower than $2.00 per HRD Share, the installment payable upon such Due Date may not be converted into HRD Shares without written agreement between the Company and the seller. In order to finance the Acquisition, at Closing, we also entered into the GPB Purchase Agreement with. Pursuant to the GPB Purchase Agreement, we sold and issued to GPB the $5,000,000 principal amount senior secured convertible GPB Note for an aggregate purchase price of $4,900,000 (a 2.0% original issue discount). In addition, Health-Right issued to GPB the 3,584,279 HRD Shares constituting the GPB Shares. The GPB Note, which matures on the third anniversary of Closing (the "Maturity Date"), provides for monthly payments of interest only, which accrues at the rate of 12.75% per annum. In addition, the GPB Note also provides for an annual payment of paid in kind interest at the rate of 3.0% per annum. The GPB Note (including accrued and unpaid interest) may be prepaid, in whole or in part, so long as a minimum of $500,000 is prepaid each time a repayment is made, at any time prior to the Maturity Date, upon thirty (30) days prior written notice; provided, however, that during such notice period, GPB may exercise its conversion rights described below with respect to the portion of the GPB Note to be repaid. Upon a prepayment, in whole or in part, the Company shall pay GPB an additional success fee equal to (a) 2% of any such payment if such payment is paid prior to the first anniversary of Closing; (b) 4% of any such payment if such amount is paid on or after the first anniversary of Closing; and (c) 6% of any such payment if such amount is paid on or after the second anniversary of Closing, but prior to the Maturity Date. The GPB Note is convertible at any time, in whole or in part, at GPB s option, into HRD Shares at a conversion price of $0.44 per GPB Share, with customary adjustments for stock splits, stock dividends and other recapitalization events and anti-dilution provisions set forth in the GPB Note, including adjustments in the event the Company sells HRD Shares or HRD Share equivalents at an effective purchase price lower than the conversion price then in effect. The GPB Note (a) provides for customary affirmative and negative covenants, including restrictions on Health-Right incurring subsequent debt, and (b) contains customary event of default provisions with a default interest rate of the lesser of 17.75% for the cash interest and 8.0% for the paid in-kind interest or the maximum rate permitted by law. Upon the occurrence of an event of default, GPB may require the Company to redeem the GPB Note at 120% of the then outstanding principal balance. The GPB Note is secured by a lien on all of the assets of the Company, including its intellectual property, pursuant to the Security Agreement entered into between the Company and GPB at Closing Our Business Overview HRD, through its subsidiaries, CCI and EZRX, along with a licensed pharmaceutical wholesaler, offer and provide their In-Office Dispensing Services to physician Practices that desire to prescribe and dispense certain pharmaceutical products and medications in the practice s office to patients receiving treatment for work-related injuries. CCI offers and provides administrative services and billing services to physician Practices desiring to make certain OTC products and prescription medication available to patients in the physician practice s office. Each participating Practice is responsible for obtaining and maintaining any necessary and appropriate licenses, permits, or other documentation required to order, receive, store, and dispense OTC Products or Oral Medications in the Practice s office in accordance with applicable federal and state law. Such services include, but are not limited to, assisting Practices with insurance claim processing, prior authorization, billing and collections, and recordkeeping. CCI offers its services to Practices participating in the OTC Program and the Full-Formulary Program described below. CCI also provides billing and collection services on behalf of EZRX in connection with EZRX s sales and distribution of OTC Products to Practices participating in the OTC Program. EZRX offers OTC Products, including non-narcotic topical medications, patches, and creams, to Practices that desire to make such products available to patients in the Practice s office through participation in the OTC Program. EZRX is not a compounding pharmacy, and neither CCI nor EZRX is involved in creating topicals with compounding pharmacies. Practices participating in the Full-Formulary Program may order and obtain certain Oral Medications directly from a licensed pharmaceutical wholesaler that oversees and manages the sale and distribution of Oral Medications in connection with the Full-Formulary Program. OTC Program The OTC Program allows Practices to order, prescribe, and dispense OTC Products in the Practice s office to patients receiving treatment for work-related injuries. Practices participating in the OTC Program may purchase the OTC Products directly from EZRX in accordance with the terms and conditions of EZRX s sales and distribution agreement. The sales and distribution agreement specifies the OTC Products available for purchase from EZRX, product prices, and applicable terms and conditions. CCI provides and performs administrative and billing services on behalf of participating Practices in accordance with CCI s billing and collection services agreement. CCI s services include assistance with insurance claim processing, prior authorization, billing and collections, recordkeeping, and consulting concerning available OTC Products. In exchange for its services, the Practices pay CCI a monthly service fee based on the Practice s collections from the billing and collection services performed by CCI on behalf of the Practice. The service fee paid to CCI pursuant to the billing and collection services agreement is intended to be consistent with fair market value for the services provided and is not conditioned on any requirement that the parties make referrals to, be in a position to make or influence refers to, or otherwise generate business for the other party. Full-Formulary Program The Full-Formulary Program allows Practices to order, prescribe, and dispense certain Oral Medications within the Practice s office for patients receiving treatment for work-related injuries. Participating Practices may order and receive Oral Medications directly from a pharmaceutical wholesaler that is licensed to distribute prescription medication in more than 40 states. Practices may utilize the Full-Formulary software to order Oral Medications from a licensed pharmaceutical wholesaler, manage inventory, and submit claims for Oral Medications prescribed and dispensed in the Practice s office. Participation in the Full-Formulary Program is subject to the terms and conditions of a written services agreement between the Practice and the licensed wholesale pharmaceutical distributor. Program Process Participating Practices, and their licensed medical practitioners, use their independent professional judgment when: (a) deciding which OTC Products or Oral Medications will be made available for in-office dispensing at any given time or location; and (b) determining whether prescribing and dispensing such medications is medically necessary and appropriate. Each Practice is responsible for ordering, storing, and maintaining the OTC Products and Oral Medications in compliance with applicable state and federal requirements. Neither EZRX nor CCI receive or otherwise accept physical possession or title of Oral Medications ordered, stored, or maintained by the Practices participating in the Full-Formulary Program. When a Practice s physician or other authorized practitioner (each a "Prescriber") determines, in his or her professional judgment, that a product or medication is medically appropriate for the treatment of a specific patient, the Prescriber writes a prescription for the medication, dispenses the medication to the patient, and submits the necessary and appropriate documentation for billing purposes. Billing documentation may be submitted directly to CCI or electronically through the Full-Formulary Program software. Generally, participating Practices receive reimbursement for In-Office Dispensing Services pursuant to a fee schedule, in accordance with applicable law and regulations, which is often based on a percentage or multiplier of the average wholesale price ("AWP") for the drug or ingredient and may include a dispensing fee. For most states with prescription drug fee schedules, the maximum amount reimbursable ("MAR") generally specified as a multiplier times AWP times the quantity of drugs dispensed, plus a dispensing fee. Multipliers, dispensing fees, and therefore the MAR allowed may vary between and within states according to characteristics of the drug transactions (e.g., brand name vs. generic drugs, pharmacy vs. physician dispensing). AWP multipliers (i.e., the multiple to the AWP) range from 80% to 140%, and dispensing fees generally go from $0 to $12. AWP is the common measure by which third-party payors, governmental or commercial payors, determine pricing for covered drugs or medications. Each month, the Practice receives the collections for the OTC Products and Oral Medications dispensed in the Practice s office, less CCI s administrative service fee set forth in the applicable billing and collection services agreement. As described above, CCI receives the administrative services fee in exchange for the billing and collection services it provides or performs to, or on behalf of, the Practice. Expansion The Company s growth strategy is to expand the current business conducted by CCI and EZRX both in existing markets it serves, as well as well as by entering new markets in states where the provision of in-house dispensing services by Practices is permitted by law. Sales and Marketing There are currently 34 states which allow physician dispensing. According to industry sources, U.S. physician dispensing in 2011 totaled $230,000,000 and is expected to grow to over $1 billion by 2019. CCI performs its services for clients in 19 states and has over 100 active clinics. CCI contracts with individuals to serve as regional managers and company representatives (collectively, "CCI Representatives") for the purpose of distributing information and raising awareness among providers that may be interested and eligible to participate in one or both of the Programs. CCI Representatives are responsible for promoting the programs in various regions of the country. As described in the written agreements, CCI Representatives are compensated for their services in accordance with the terms and conditions of their independent contractor agreements with CCI. Competition Providing administrative services and billing services to physician Practices that desire to make OTC products and prescription medication available to patients in the physician practice s office is considered a niche market. Even though according to industry sources, physician dispensing in 2011 totaled only $230,000,000, this segment is expected to grow to over $1 billion by 2019, but is still considered small in the healthcare industry. Competitors in this space include a number of firms that have national, regional and local presences, including: BTW Solutions Doc Rx Proficient Rx Advanced Rx AHCS Some if not all of these competitors may have longer operating histories and greater financial resources than we do. While we believe that we compete favorably based upon price, OTC product availability and customer service, there can be no assurance given that we will successfully do so. If we fail to successfully compete, our business, results of operations and condition (financial and otherwise) may be materially adversely affected. Government Regulation Our business operations must comply with various healthcare laws, rules and regulations at both the federal level and in states where we do business. These laws, rules and regulations include, among others, those pertaining to confidentiality of patient information, prohibitions against kickbacks, limitations on self-referrals of patients, prohibitions on the corporate practice of medicine, legality of physicians providing in-house dispensing services and the requirement that certain medications be sold and distributed by a licensed pharmaceutical wholesaler. The failure to comply with any of these laws, rules or regulations could result in administrative action taken against the Company, which could harm our business, results of operations and condition (financial and otherwise). In addition, there can be no assurance that in the future, the federal and state governments will not modify existing or adopt and implement new laws, rules or regulations relating to the healthcare industry, which could similarly have a material adverse effect on Health-Right. Each participating Practice is responsible for its own compliance with applicable federal and state law, including obtaining and maintaining any necessary and appropriate licenses, permits, or other documentation required to order, receive, store, and dispense OTC Products or Oral Medications in the Practice s office. Employees We currently employ 14 persons in administrative and other corporate functions. As described above, we currently retain the services of CCI Representatives (consisting of four regional managers and over 30 active sales representatives) on an independent contractor basis, to market our services. Properties We do not own any real property. We currently maintain an office mailing address at 18851 NE 29th Avenue, Suite 700, Aventura, Florida 33180 at nominal cost and pay for the utilization of office and conference space at such location on an as needed basis. We intend to lease office space in South Florida for our corporate headquarters and believe there is an adequate supply of space available for our needs at commercially reasonable cost. The operations of CCI and EZRX occupy approximately 2,950 square feet of office space located in Rogers, Arkansas. Such space is leased from a non-affiliated party pursuant to a lease expiring on October 31, 2021, at a current monthly rental of $4,544, increasing annually, during the lease term. We believe that this space is adequate for the current operational needs of CCI and EZRX and if additional space is required, such space can be secured at commercially reasonable cost and without undue interruption of our business operations. Legal Proceedings Currently there are no legal proceedings pending or threatened against us. However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in any such matter may harm our business. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS There is presently no public market for our common stock and there has never been a market for our common stock. We have applied to FINRA for a trading symbol and as soon as practicable after receipt thereof, we anticipate applying for quotation of our common stock on the OTCQX or the OTCQB tiers of the over-the-counter market operated by OTC Markets Group. However, we cannot assure you that our shares will be quoted on any tier of OTC Markets Group or, if quoted, that a public market will develop and if developed, be liquid and be sustained. A market maker sponsoring a company s securities is required to obtain a quotation of the securities on any of the public trading markets, including the OTCQX or OTCQB tiers of the over-the- counter market. If we are unable to obtain a market maker for our common stock, we will be unable to develop a trading market for our common stock. We may be unable to locate a market maker that will agree to sponsor our securities. Even if we do locate a market maker, there is no assurance that our securities will be able to meet the requirements for a quotation or that the securities will be accepted for quotation by OTC Markets Group on the OTCQX or OTCQB tiers of the over-the-counter market. Moreover, even if our share are listed for quotation, OTCQX and OTCQB securities are not quoted and traded on the floor of an organized national or regional stock exchange. Instead, securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTCQX and OTCQB stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange. Holders As of the date of this prospectus, we had 22,869,191 shares of common stock issued and outstanding and 40 holders of record of our common stock. Transfer Agent VStock Transfer, LLC, Woodmere, New York, is the transfer agent for our common stock. Dividend Policy The payment by us of dividends, if any, in the future rests within the discretion of our board of directors and will depend, among other things, upon our earnings, capital requirements and financial condition, as well as other relevant factors. We have not paid any dividends since our inception and we do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business. In addition, the GPB Note restricts the payment of cash dividends on our common stock while any portion of the indebtedness evidenced thereby is outstanding Rule 144 Shares Rule 144 under the Securities Act provides that a person who is not an affiliate and has held restricted securities for a prescribed period of at least six months (if the issuer is a reporting company) or twelve (12) months (if the issuer is a non-reporting company, as is the case herein), may, under certain conditions, sell all or any of his shares without volume limitation. Affiliates, however, may not sell shares in excess of 1% of the Company s outstanding common stock in any three-month period. There is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a shareholder who has not been an officer, director or control person for the three months prior to sale) after the restricted securities have been held by the owner for the aforementioned prescribed period of time. All of our remaining 13,975,760 shares of common stock not covered by this prospectus are currently eligible for public sale pursuant to Rule 144 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Overview HRD, through its subsidiaries, CCI and EZRX, along with a licensed wholesale pharmaceutical wholesaler offer and provide their respective services to physician practices that desire to offer In-Office Dispensing Services. CCI offers and provides administrative services and billing services to Practices desiring to make certain OTC products and prescription medication available to patients in the physician practice s office. Each participating Practice is responsible for obtaining and maintaining any necessary and appropriate licenses, permits, or other documentation required to order, receive, store, and dispense OTC Products or Oral Medications in the Practice s office in accordance with applicable federal and state law. Such services include, but are not limited to, assisting Practices with insurance claim processing, prior authorization, billing and collections, and recordkeeping. CCI offers its services to Practices participating in the OTC Program and the Full-Formulary Program. CCI also provides billing and collection services on behalf of EZRX in connection with EZRX s sales and distribution of OTC Products to Practices participating in the OTC Program. EZRX offers OTC products to Practices that desire to make such products available to patients in the Practice s office through participation in the OTC Program. EZRX is not a compounding pharmacy, and neither CCI nor EZRX is involved in creating topicals with compounding pharmacies. Practices participating in the Full-Formulary Program may order and obtain certain Oral Medications directly from a licensed pharmaceutical wholesaler that oversees and manages the sale and distribution of Oral Medications in connection with the Full-Formulary Program. Three months ended March 31, 2018 compared to three months ended March 31, 2017 For the three months ended March 31, 2018, we had revenues of $1,924,832, as compared to $-0- for the three months ended March 31, 2017. Revenues in 2018 were wholly generated by the operations of CCI and EZRX subsequent to completion of the Acquisition. Cost of sales was $376,096 for the three months ended March 31, 2018 relating entirely to post-Acquisition operations of CCI and EZRX, as compared to $-0- for the 2017 quarter. General and administrative costs were $1,103,462 for three months ended March 31, 2018, as compared to $18,767 for the three months ended March 31, 2017. This increase is attributable to the significant expansion of the Company s operations post-Acquisition. Interest expense was $256,278 for the 2018 quarter, as compared to $2,352 for the 2017 quarter. This increase was due in large part to the issuance of notes to the seller and the lender on September 29, 2017, in connection with completing and financing the Acquisition. As a result of the issuance of such notes, it is anticipated that interest expense will increase in future periods. Income tax provision for the three months ended March 31, 2018 was $51,029, as compared to $-0- for the three months ended March 31, 2017. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the "2017 Tax Act") was signed into law, making significant changes to the Internal Revenue Code of 1986, as amended. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. The Company has calculated the impact of the 2017 Tax Act in the year end income tax provision in accordance with management s understanding of the 2017 Tax Act and guidance available as of the date of this prospectus. The income tax benefit of $7,947 for the three months ended March 31, 2017 was fully reserved. The Company had net income for the three months ended March 31, 2018 of $137,967, as compared to a net loss of $21,119 for the three months ended March 31, 2017. The change from net loss in the 2017 quarter to net income in the 2018 quarter, was entirely due to post-Acquisition operations of CCI and EZRX. Year Ended December 31, 2017 Compared to Year Ended December 31, 2016 For the year ended December 31, 2017, we had revenues of $2,052,352, as compared to $8,959 for the year ended December 21, 2016, an increase of $2,043,393. Revenues in 2017 were wholly generated by the operations of CCI and EZRX subsequent to completion of the Acquisition, with 2016 revenues being wholly attributable to trail-off sales of H-Plex Defense. Cost of sales was $329,511 for the year ended December 31, 2017 relating entirely to post-Acquisition operations of CCI and EZRX, as compared to $3,251 for the prior year General and administrative costs were $1,660,130 for year ended December 31, 2017, as compared to $142,573 for the year ended December 31, 2016. This increase is attributable to the significant expansion of the Company s operations post-Acquisition. Interest expense was $271,298 for 2017, as compared to $7,485 for 2016. This increase was due in large part to the issuance of notes to the seller and the lender on September 29, 2017, in connection with completing and financing the Acquisition. As a result of the issuance of such notes, it is anticipated that interest expense will increase in future periods. Income tax benefit for the year ended December 31, 2017 was $642,770 compared to $-0- for the year ended December 31, 2016. The Company has calculated the impact of the 2017 Tax Act in the year end income tax provision in accordance with management s understanding of the 2017 Tax Act and guidance available as of the date of this prospectus and as a result have recorded a $385,913 income tax benefit in the fourth quarter of 2017, the period in which the legislation was enacted. The amount related to the re-measurement of certain deferred tax assets and liabilities, based on the rates at which they are expected to reverse in the future, was $385,913, which reduced the fourth quarter tax expense of $385,913 to a benefit of $642,770. The Company had net income for the year ended December 31, 2017 of $434,183, as compared to a net loss of $144,350 for the year ended December 31, 2016. The change from net loss in 2016 to net income in 2017, was entirely due to post-Acquisition operations of CCI and EZRX. Liquidity and Capital Resources As of March 31, 2018, total assets were $9,711,133, as compared to $9,483,169 on December 31, 2017, with the increase attributable to expanded business operations. Total current liabilities as of March 31, 2018 were $1,766,180, as compared to $1,827,025 as of December 31, 2017 and as of March 31, 2018 and December 31, 2017, the Company had long-term liabilities of $7,208,767 and $7,057,925, respectively. The increase changes in the foregoing were due in large part to the accrual of interest on notes issued to the lender on September 29, 2017. As of December 31, 2017, total assets were $9,483,169, as compared to $18,373 on December 31, 2016, with the significant increase resulting from consummation of the Acquisition on September 29, 2017. Total current liabilities as of December 31, 2017, were $1,827,025, as compared to $387,923 as of December 31, 2016 and as of December 31, 2017, the Company had long-term liabilities of $7,057,925. The increase in the foregoing was in large part due to the issuance of notes to the seller and the lender on September 29, 2017. Net cash provided by operating activities increased to $371,163 for the three months ended March 31, 2018, as compared to net cash used in operating activities of $22,439 in the 2017 quarter, resulting from cash generated by the post-Acquisition operations of CCI and EZRX. Net cash provided by operating activities increased to $254,277 for the year ended December 31, 2017, as compared to net cash used in operating activities of $44,330, resulting from cash generated by the post-Acquisition Operations of CCI and EZRX. Net cash used in investing activities was $12,607 for the three months ended March 31, 2018, as compared to $-0- for the three months ended March 31, 2017, reflecting purchases of property and equipment in the 2018 quarter. Net cash used in investing activities was $3,518,641 for the year ended December 31, 2017, as compared to $-0- for the year ended December 31, 2016, reflecting payment of the portion of the cash purchase price for the Acquisition which was paid at Closing of the Acquisition and related costs related to the Acquisition. Net cash used in financing activities was $33,512 for the three months ended March 31, 2018, representing the repayment of shareholder loans by the Company during the 2018 quarter. Net cash provided by financing activities for the three months ended March 31. 2017 was $4,334, representing the proceeds from shareholder loans to the Company during the 2017 quarter. Net cash provided by financing activities was $4,704,933 for the year ended December 31, 2017, reflecting receipt of the proceeds of the Acquisition financing described below, offset by repayment of $193,662 in shareholder loans. During 2016, net cash provided by financing activities was $60,746, entirely attributable to the principal amount of additional shareholder loans made to the Company during 2016. Prior to completion of the Acquisition, our primary sources of capital to develop and implement our business plan were private placements of our securities and shareholder loans. In order to finance the Acquisition, at Closing, we entered into a the GPB Purchase Agreement with GPB, pursuant to which we sold and issued to GPB the $5,000,000 principal amount GPB Note for an aggregate purchase price of $4,900,000 (a 2.0% original issue discount). In addition, Health-Right issued to GPB the 3,584,279 GPB Shares. The GPB Note, which matures on the Maturity Date (the third anniversary of issuance, provides for monthly payments of interest only, which accrues at the rate of 12.75% per annum. In addition, the GPB Note also provides for an annual payment of paid in kind interest at the rate of 3.0% per annum. The GPB Note (including accrued and unpaid interest) may be prepaid, in whole or in part, so long as a minimum of $500,000 is prepaid each time a repayment is made, at any time prior to the Maturity Date, upon thirty (30) days prior written notice; provided, however, that during such notice period, GPB may exercise its conversion rights described below with respect to the portion of the GPB Note to be repaid. Upon a prepayment, in whole or in part, the Company shall pay GPB an additional success fee equal to (a) 2% of any such payment if such payment is paid prior to the first anniversary of issuance; (b) 4% of any such payment if such amount is paid on or after the first anniversary of issuance; and (c) 6% of any such payment if such amount is paid on or after the second anniversary of issuance, but prior to the Maturity Date. The GPB Note is convertible at any time, in whole or in part, at GPB s option, into HRD Shares at a conversion price of $0.44 per GPB Share, with customary adjustments for stock splits, stock dividends and other recapitalization events and anti-dilution provisions set forth in the GPB Note, including adjustments in the event the Company sells HRD Shares or HRD Share equivalents at an effective purchase price lower than the conversion price then in effect. The GPB Note (a) provides for customary affirmative and negative covenants, including restrictions on Health-Right incurring subsequent debt, and (b) contains customary event of default provisions with a default interest rate of the lesser of 17.75% for the cash interest and 8.0% for the paid in-kind interest or the maximum rate permitted by law. Upon the occurrence of an event of default, GPB may require the Company to redeem the GPB Note at 120% of the then outstanding principal balance. The GPB Note is secured by a lien on all of the assets of the Company, including its intellectual property, pursuant to the Security Agreement entered into between the Company and GPB at Closing. There can be no assurance that, notwithstanding completion of the Acquisition, that the Company will not require additional financing to achieve sustained profitability. While we believe additional financing will be available to us, if required, there can be no assurance that equity or debt financing will be available on commercially reasonable terms or otherwise, when, as and if needed. Moreover, any such additional financing may dilute the interests of existing shareholders. The absence of additional financing, when needed, could substantially harm the Company, its business, results of operations and condition (financial and otherwise). Critical Accounting Policies Revenue Recognition The Company follows the guidance of the Accounting Standards Codification ("ASC") Topic 605, "Revenue Recognition". We record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management s opinion, no reserve for returns has been provided. CCI s revenue results from the consulting services agreements, which included providing services to physicians for billing insurance companies. CCI remits billings to insurance companies on behalf of the physicians, collect the proceeds and remits an agreed upon percentage amount to the physician. The amounts reported as revenue are net of amounts remitted. The Company accounts for this revenue In accordance with Staff Accounting Bulletin ("SAB") No. 104, which states that the revenue is not earned until the company has been paid by the insurance company at which time it becomes realized or realizable. EZRX s revenue from the sale of products are recognized when the sale is consummated and title is transferred. Intangible Assets Intangible assets consist primarily of the Tradenames, IP Technologies, Customer list, and a Non-compete agreement resulting from the Acquisition. These intangible assets have finite lives and are amortized over the periods in which they provide benefit. The Company assesses the impairment of long-lived assets, including identifiable intangible assets subject to amortization, whenever significant events or significant changes in circumstances indicate the carrying value may not be recoverable. Intangible assets with indefinite lives, are subject to impairment testing in accordance with accounting standards governing such on an annual basis, or more frequently if an event or change in circumstances indicates that the fair value of a reporting unit has been reduced below its carrying value. See Note 3 for acquisition to the consolidated financial statements for disclosure on intangible assets. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates included deferred revenue, costs incurred related to deferred revenue, the useful lives of property and equipment, the useful lives of intangible assets and accounting for the business combination. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the "more likely than not" criteria of ASC 740. ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the "more-likely-than-not" threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Off-Balance Sheet Arrangements There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. MANAGEMENT Directors and Executive Officers Our directors and executive officers and their respective ages and titles are as follows: Name Age Position(s) and Office(s) Held David Hopkins 50 President, Chief Executive Officer and Director James Pande 59 Director Set forth below is a brief description of the background and business experience of our directors and executive officers. David Hopkins founded Health-Right in 2011, has served as President and a director since that time and assumed the additional position of Chief Executive Officer in January 2018. From November 2009 until he founded the Company, Mr. Hopkins was a founder and managing member of Envirocare Solutions, LLC, a privately-held technology-driven manufacturer and wholesale distributor of products designed to deliver cold air micro-mist diffusion safely into the environment. In addition, since 2001, Mr. Hopkins has been a principal of Hopkins & Associates, a consulting firm providing turnaround and business development services to various private and public held companies engaged in a variety of industries, ranging from the production and distribution of soft drinks to biotechnology and environmental products. Mr. Hopkins holds a B.S. degree from Carroll University in Wisconsin. James Pande has served as a director of the Company since its inception in 2011. From 2010 until its sale in 2017, he served as Vice President of Marketing and Sales Aldora Aluminum and Glass Products, based in Miramar, Florida. Prior thereto, he owned Smith Mountain Impact Systems in Miami, Florida, which he built into a respected manufacturer of hurricane impact windows and entrance doors. Mr. Pande holds a bachelor s degree from the Cornell School of Hotel and Restaurant Management. As soon as practicable, we intend to seek to expand our board of directors to include additional members, including "independent" directors. Terms of Office Our directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders and until a successor is appointed and qualified, or until their removal, resignation, or death. Executive officers serve at the pleasure of the board of directors. Board Committees Our board of directors does not currently have an audit committee, a compensation committee, or a corporate governance committee. We plan to establish such committees in the near future. Code of Ethics We do not currently have a Code of Ethics that applies to employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We plan to adopt a Code of Ethics in near future. EXECUTIVE COMPENSATION Summary Compensation Table The table below summarizes all compensation awarded to, earned by, or paid to our President and Chief Executive Officer, who was our sole executive officer for the years ended December 31, 2017 and 2016, including amounts accrued but not paid. SUMMARY COMPENSATION TABLE Name and principal position Year Salary ($) Bonus ($) Stock Awards (#) Option Awards (#) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) David Hopkins, 2017 82,750(2) 0 0 0 0 0 7,200(3) 89,950 President(1) 2016 52,000(4) 0 0 0 0 0 7,200(3) 59,200 (1) Mr. Hopkins assumed the additional position of chief Executive Officer in January 2018. (2) Represents includes $13,000 in salary accrued in 2017. (3) Represents a $600 monthly car allowance for Mr. Hopkins. (4) Represents $52,000 in salary accrued but not paid to Mr. Hopkins in 2016. Employment Agreement On January 10, 2018, the Company entered into employment agreement with David Hopkins, its President, effective as of January 1, 2018. Pursuant to the employment agreement, Mr. Hopkins assumed the additional position of Chief Executive Officer of HRD. The employment agreement is for an initial term of three (3) and automatically renews for additional three (3) year periods, provided that the Company achieves Adjusted EBITDA (as determined by the Company s accountants from the audited financial statements included in the Company s Annual Report on Form 10-K) of $3,500,000 for any calendar year during the initial term and any renewal term. The employment agreement provides for an initial base salary of $175,000. In the event in any calendar year during the initial term or any renewal term, Health-Right achieves Adjusted EBITDA (as determined by the Company s accountants from the audited financial statements included in the Company s Annual Report on Form 10-K) of $3,500,000, Mr. Hopkins annual base salary shall automatically increase to $250,000 and in the event in any calendar year during the initial term or any renewal term, the Company achieves Adjusted EBITDA (as determined by the Company s accountants from the audited financial statements included in the Company s Annual Report on Form 10-K) of $5,000,000, his annual base salary shall automatically increase to $325,000. Mr. Hopkins will also receive a $600 per month car allowance while the employment agreement is in effect. In addition to the foregoing, pursuant to the employment agreement, Mr. Hopkins was granted an option to purchase 525,000 shares of HRD common stock under the Company s 2015 Stock Incentive Plan at an exercise price of $0.35 per share. The option vests in six equal semi-annual installments commencing June 30, 2018, expires ten (10) years from the date of grant and is otherwise subject to the terms of the 2015 Stock Incentive Plan. The employment agreement also contains customary confidentiality, non-competition and change in control provisions. Outstanding Equity Awards at Fiscal Year-End Table The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for our President and Chief Executive Officer, who was our sole executive officer during 2017 outstanding as of December 31, 2017. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END OPTION AWARDS STOCK AWARDS Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Shares of Stock That Have Not Vested (#) Market Value of Shares or Shares of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Shares or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Shares or Other Rights That Have Not Vested (#) David Hopkins 0 0 0 0 n/a 0 0 0 0 Compensation of Directors Table The table below summarizes all compensation paid to our directors for our last completed fiscal year. DIRECTOR COMPENSATION Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Non-Qualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) David Hopkins 0 0 0 0 0 0 0 James Pande 0 0 0 0 0 0 0 Narrative Disclosure to the Director Compensation Table We currently do not compensate our non-employee directors. When we expand our board of directors, we intend to compensate them with a combination of cash and stock option awards, depending on our financial resources at that time. 2015 Incentive Stock Plan Our 2015 Incentive Stock Plan provides for equity incentives to be granted to our employees, executive officers or directors or to key advisers or consultants. Equity incentives may be in the form of stock options with an exercise price not less than the fair market value of the underlying shares as determined pursuant to the 2015 Incentive Stock Plan, restricted stock awards, other stock based awards, or any combination of the foregoing. The 2015 Incentive Stock Plan is administered by the board of directors. 3,000,000 shares of our common stock are reserved for issuance pursuant to the exercise of awards under the 2015 Incentive Stock Plan. The number of shares so reserved automatically adjusts upward on January 1 of each year, so that the number of shares covered by the 2015 Incentive Stock Plan is equal to 15% of our issued and outstanding common stock. As of the date of this prospectus, options to purchase 1,226,666 shares at an exercise price of $0.35 per share have been granted and are outstanding.. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of the date of this prospectus, the beneficial ownership of our common stock by each director and executive officer, by each person known by us to beneficially own 5% or more of our common stock and by directors and executive officers as a group. Unless otherwise stated, the address of the persons set forth in the table is c/o the Company, 18851 NE 29th Avenue, Suite 700, Aventura, Florida 33180. Names and addresses of beneficial owners Number of shares of common stock* Percentage of class (%) Directors and executive officers: David Hopkins 5,651,010 (1) 24.6 % James Pande 5,966,666 24.1 % All directors and executive officers as a group (two (2) persons) 11,617,676 (1) 50.6 % Other 5% or greater shareholders: Burroughs & Partners LLC 50 Buckingham Drive Rogers, AR 72758 1,751,580 7.7 % GPB Debt Holdings, LLC 535 W. 24th Street, 4th Floor New York, New York 10011 14,947,916 (2) 43.7 % * Includes shares issuable within sixty (60) days of the date of this report pursuant to the exercise of options or conversion of notes. (1) Includes 87,500 shares issuable upon exercise of options held by Mr. Hopkins under our 2015 Incentive Stock Plan. (2) Includes 11,363,637 shares issuable upon conversion of the GPB Note. The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the SEC, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Related Party Transactions Since inception, the Company has relied in large part on loans from James Pande and David Hopkins, its principal shareholders, to fund its operations. Since inception, Mr. Pande advanced money to help fund the Company s operations. During the years ended December 31, 2017 and 2016 he advanced amounts aggregating $55,000 and $2,500, respectively. These borrowings bear interest at 3% per annum with no maturity date. During the years ended December 31, 2017 and 2016 interest expense on these borrowings aggregated $1,370 and $1,677, respectively. Effective July 30, 2015 the Company entered into a secured future advance promissory note with Mr. Pande for a total amount of $75,000. During the years ended December 31, 2017 and 2016, the Company borrowed $0 and $25,000 under this note, respectively. The note bears interest at 7.5% per annum. Interest expense on this note aggregated $4,176 and $6,711 for the years ended December 31, 2017 and 2016, respectively. All of Mr. Pande s notes were repaid in full upon completion of the Acquisition. Since inception, Mr. Hopkins has also advanced money to help fund the Company s operations. During the years ended December 31, 2017 and 2016, he advanced amounts aggregating $2,900 and $3,050, respectively. These borrowings bear interest at 3% per annum with no maturity date. During the years ended December 31, 2017 and 2016, interest expense on these borrowings aggregated $106 and $30, respectively. Since inception, Mr. Hopkins advanced money to fund the Company s operations. In 2013, he converted certain advances and accrued salary into a secured demand promissory note. These borrowings bear interest at 3% per annum with no maturity date. The balance of this loan at December 31, 2017 and 2016 was $0 and $30,903, respectively, and was subordinated to the future advance promissory note issued to Mr. Pande. Mr. Hopkins also has made loans to the Company through direct charges on his credit card to pay for working capital purposes, which aggregated $33,512 and $31,205 as of December 31, 2017 and 2016, respectively. All of Mr. Hopkins advances were repaid in full upon completion of the Acquisition. The Company s board of directors approved a salary to Mr. Hopkins, the Company s President and Chief Executive Officer, in the amount of $52,000 per annum plus a car allowance of $600 per month. As of October 1, 2017, Mr. Hopkin s salary increased to $175,000 per annum. As of December 31, 2017 and 2016, the accrued amount aggregated $182,000 and $169,000, respectively. The Company s board of directors approved a salary to the Mr. Hopkins, the Company s President and Chief Executive Officer, in the amount of $52,000 per annum plus a car allowance of $600 per month, which Mr. Hopkins waived from august 2013 to July 2015. As of December 31, 2017 and 2016, the amounts unpaid and accrued amount aggregated $182,000 and $169,000, respectively. The board of directors has authorized the payment of such accrued amount to Mr. Hopkins in quarterly installments of $25,000, commencing with the fourth quarter of 2017. Review, Approval and Ratification of Related Party Transactions Given our small size and limited financial resources, we had not adopted formal policies and procedures for the review, approval or ratification of transactions with our executive officers, directors and significant shareholders. However, we intend that such transactions will, on a going-forward basis, be subject to the review, approval or ratification of our board of directors, or an appropriate committee thereof. DESCRIPTION OF CAPITAL STOCK Capital Stock Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 and 5,000,000 shares of preferred stock, par value $0.001. Common Stock As of the date of this prospectus, 22,869,191 shares of common stock are issued as outstanding. The shares of common stock presently outstanding are fully paid and non-assessable. Each holder of common stock is entitled to one vote for each share owned on all matters voted upon by shareholders, and a majority vote is required for all actions to be taken by shareholders. In the event we liquidate, dissolve or wind-up our operations, the holders of the common stock are entitled to share equally and ratably in our assets, if any, remaining after the payment of all our debts and liabilities and the liquidation preference of any shares of preferred stock that may then be outstanding. The common stock has no preemptive rights, no cumulative voting rights, and no redemption, sinking fund, or conversion provisions. Holders of common stock are entitled to receive dividends, if and when declared by the board of directors, out of funds legally available for such purpose, subject to the dividend and liquidation rights of any preferred stock that may then be outstanding. Preferred Stock Our board of directors has the authority, without further action by the shareholders, to issue shares of preferred stock in one or more series and to fix the rights, preferences and the number of shares constituting any series or the designation of such series. While our Amended and Restated Articles of Incorporation and bylaws do not contain any provisions that may delay, defer or prevent a change in control, the issuance of preferred stock may have the effect of delaying or preventing a change in control or make removal of our management more difficult. No shares of preferred stock are outstanding as of the date of this prospectus. LEGAL MATTERS The validity of the common stock being offered hereby has been passed upon by Guti rrez Bergman Boulris, PLLC, Coral Gables, Florida. A limited liability company affiliated with such law firm beneficially owns 500,000 shares of our common stock, 400,000 shares of which is covered by the prospectus forming a part of this Registration Statement A member of the law firm also holds an option to acquire 150,000 shares of our common stock granted under our 2015 Incentive Stock Plan. EXPERTS The audited financial statements included in this prospectus and elsewhere in the registration have so been included in reliance upon the report of Paritz and Company, P.A., independent registered public accountants, upon the authority of said firm as experts in accounting and auditing in giving said report. AVAILABLE INFORMATION We have filed a registration statement on Form S-1 under the Securities Act with the SEC with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company. You may inspect the registration statement, exhibits and schedules filed with the SEC at the SEC s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the SEC, 100 F Street, N.E. Washington, D.C. 20549. Please Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains a web site at http://www.sec.gov that contains reports, proxy Statements and information regarding registrants that files electronically with the SEC. Our registration statement and the referenced exhibits can also be found on this site. DISCLOSURE OF SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES In accordance with the provisions in our Amended and Restated Articles of Incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Registration Fees $ 931 Transfer Agent Fees $ 1,000 Accounting Fees and Expenses $ 2,500 Legal Fees and Expenses $ 15,000 Miscellaneous Fees and Expenses $ 1,069 Total $ 20,500 All amounts are estimates other than the SEC s registration fee. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale. ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS Our Amended and Restated Articles of Incorporation and bylaws provide for indemnification of our officers and directors to the fullest extent permitted by the Florida Business Corporation Act. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES During the past three years, we effected the following transactions in reliance upon exemptions from registration under the Securities Act, as amended: (a) During the three months ended March 31, 2016, we issued 300,000 shares of our common stock to a consultant as consideration for consulting services valued at $30,000 and 100,000 shares to a law firm as consideration for legal services valued at $10,000. (b) On September 29, 2017, as part of the payment price for the Acquisition by HRD of 100% of the equity ownership of CCI and EZRX, we issued to the sole owner of such entities (i) 1,751,180 shares of our common stock and (ii) the CCI Note in the principal amount of $2,500,000. The CCI Note, which does not bear interest, is payable in five equal annual installments of $500,000 on the first, second, third, fourth and fifth anniversaries of the of closing of the Acquisition (each a "Due Date"), which installments will be reduced to $377,400 each (with a corresponding reduction in the Cash Purchase Price), if CCI fails to meet certain agreed upon financial targets for the years ending December 31, 2017 and 2018. Upon each Due Date, the holder, at his sole option, may elect to convert the annual installment then due under the CCI Note, into shares of our common stock (at a conversion price equal to 50% of "fair market value," which is be defined as the average closing price for our shares on the principal market on which they are traded during the thirty (30) trading days prior to the applicable Due Date, provided, further, that (A) the conversion price shall not be lower than $2.00 per share, subject to adjustment for stock splits, stock dividends and similar recapitalization events; and (B) in the event such conversion price as so adjusted is lower than $2.00 per share, the installment payable upon such Due Date may not be converted into shares of our common stock without written agreement between the Company and the holder of the CCI Note (c) On September 29, 2017, in connection with the financing of the Acquisition of 100% of the equity ownership of CCI and EZRX, we issued to GPB (i) 3,584,279 shares of our common stock; (b) the $5.0 million principal amount GPB Note, which is convertible at the option of GPB at any time prior to maturity of the GPB Note on September 29, 2010, into shares of our common stock at a conversion price of $0.44 per share (subject to adjustment for stock splits, stock dividends and similar recapitalization events). All of the foregoing securities were issued in accordance with the exemption from registration pursuant to Section 4(a) (2) promulgated under the Securities Act and/or Regulation D promulgated thereunder, as amended, as the persons receiving such shares having provided the Company with appropriate investment representations. II-1 ITEM 16. EXHIBITS Exhibit Number Description 3.1(i) Amended and Restated Articles of Incorporation(1) 3.2 Amended By-Laws(2) 5.1 Opinion of Guti rrez Bergman Boulris, PLLC(2) 10.1 2015 Stock Incentive Plan(1)* 10.2 Securities Purchase Agreement (3) 10.3 CCI Note(4) 10.4 GPB Purchase Agreement(4) 10.5 GPB Note(4) 10.6 Employment Agreement with David Hopkins(5)* 21.1 Subsidiaries of Registrant(6) 23.1 Consent of Paritz and Company, P.A.(2) 23.2 Consent of Guti rrez Bergman Boulris, PLLC (Included in Exhibit 5.1)(2) 24 Power of Attorney (included in signature page to this registration statement) (1) Filed as an Exhibit to the registrant s Registration Statement on Form S-1 (File No. 333-206839) and incorporated herein by reference. (2) Filed herewith. (3) Filed as to the registrant s Current Report on Form 8-K dated September 5, 2017 and incorporated herein by reference. (4) Filed as to the registrant s Current Report on Form 8-K dated September 29, 2017 and incorporated herein by reference. (5) Filed as to the registrant s Current Report on Form 8-K dated January 12, 2018 and incorporated herein by reference. (6) Previously filed. *Management incentive or compensation plan. II-2 ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (a) to include any prospectus required by Section 10(a) (3) of the Securities Act of 1933; (b) to reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and Notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation From the low or high end of the estimated maximum offering range may be reflected in the form of prospects filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.; and (c) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement. 2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act of 1933, and we will be governed by the final adjudication of such issue. Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B of the Securities Act or other than prospectuses filed in reliance on Rule 430A of the Securities Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. II-3 SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Aventura, Florida, on June 11, 2018. HEALTH-RIGHT DISCOVERIES, INC. By: /s/ David Hopkins David Hopkins, President and Chief Executive Officer (Principal Executive, Financial and Accounting Officer) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Hopkins as a true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for each of them and in each name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as each might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement was signed by the following person in the capacities and on the dates stated. Signatures Title(s) Date By: /s/ David Hopkins President, Chief Executive Officer and Director June 11, 2018 David Hopkins (Principal Executive, Financial and Accounting Officer) By: /s/ James Pande Director June 11, 2018 James Pande II-4 TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 2
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2018/CIK0001543739_apt_prospectus_summary.txt b/parsed_sections/prospectus_summary/2018/CIK0001543739_apt_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3ce8938d91ae92e82842b187f40973dbbbde40e8
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2018/CIK0001543739_apt_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this prospectus. Because it is a summary, it may not contain all of the information that is important to you. Before investing in our common stock, you should read this entire offering carefully, especially the sections entitled Risk Factors beginning on page 8 and Management s Discussion and Analysis of Financial Condition and Results of Operations beginning on page 22, as well our financial statements and related notes included elsewhere in this prospectus. As used in this prospectus, references to the Company, APT , we , our, ours and us refer to APT Systems, Inc., and its subsidiaries, unless otherwise indicated. Company Overview APT Systems, Inc. was incorporated in the State of Delaware on October 29, 2010. APT is a Fintech company that specializes in the creation of innovative platforms. We are focusing on the mobile device market where we intend to develop trading systems and publish custom technical analysis indicators for in-house use and licensing to third parties. In order to advance itself, APT Systems recently published KenCharts for the handheld market to test its mobile development choices and business plan. We are focusing our early attention on the charting software we own and rewriting the code to provide a native chart app for both iOS and Android platforms. This charting tool and the charts that it produces can be configured to the user s preferred view such as a line chart or candlestick, and the user is able to adjust the chart indicators and intervals as desired. We plan to utilize delayed time feed initially and later, real time data networks for our subscription revenue model. Along with great graphic techniques, we will provide solutions that can speak to the mobile needs demanded by the next generation of equity and commodity traders. However, these tools can be invigorated with leading edge gaming graphics and networking technology to become fully interactive trading-assistance software. We work to identify prospective acquisition opportunities with existing cash flow and then continue with due diligence efforts that will and do include testing software performance. We expected negotiations to result in purchases in the first and second quarters. The Company has not as yet generated significant sales revenues as its key products are still under development but our first charting app was released in this fourth quarter. Start-up operations to date have consisted of the formation of the Company, development of its business plan, identification of its target market, naming its trading software Intuitrader, incorporating subsidiaries and expanded research towards the development of its platform software. However, the company was able to engage in selling advertising in apps, eBook sales, and testing its trading strategies in a limited fashion that all contributed minimal revenues. In our last third quarter, the company launched a wholly owned Delaware subsidiary named Snapt Games, Inc. on August 4, 2017. Management admires graphic techniques used in the gaming industry and wants to selectively introduce these to its charting tools and trading platforms. The company acquired its first game app for $3,500, rebranded it Chick Chick Boom and then in September released the app worldwide in both Apple and Android app stores. In November, the company formally launched its second swipe three game called Hogg Wild. The next game to be launched is Candy Chefs and will be out before this summer. On September 1, 2017, the Company formed and incorporated a second wholly owned subsidiary named RCPS Management, Inc. in Colorado. This company will concentrate on the development of payment and escrow systems under the brand Verifundr. The technical documentation is completed and the company is ready to begin building this platform that will employ Blockchain to build its escrow contracts. The Company became a member of the Enterprise Ethereum Alliance last November. As a Fintech company developing its platforms, APT services and products can later extend to include: Financial Software and Analytical Software Development Algorithmic Applied Technology Trading Platforms and Exchanges, Linked to User Brokerage Accounts Explore Smart Contracts using our Enterprise Ethereum Alliance membership Use Blockchain to develop platforms for cryptoassets based on ERC-20 protocols The steps remaining for us to begin selling our products listed above are to finalize the programming and rewriting of the existing software used in our products, specifically our dimensional charting tools and trading platform, begin sales and marketing campaigns, contact prospective licensees, and deliver our products, which we expect to complete in less than 90 days after our initial contact with prospective licensees. Our app would be available to users on a subscription fee plan and we plan to grant licenses for our app to financial companies and brokerage firms for use by their employees and clients. The goal is to have our product used by both handheld (tablet and Smartphone application users) and web based clients. The information in this prospectus is not complete and may be changed. The selling stockholder may not sell these securities under this prospectus until the registration statement of which it is a part and filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED JUNE 8, 2018 APT SYSTEMS, INC. 65,000,000 Shares of Common Stock Offered by Selling Stockholder This prospectus relates to the resale from time to time by the selling shareholder identified herein of up to an aggregate of 65,000,000 shares of common stock consisting of: a)5,000,000 shares of common stock owned by Triton Funds LP ( Triton ). These shares were previously donated to Triton as approved by our CEO, Glenda Dowie; b)Up to 60,000,000 shares of our common stock to be purchased by Triton under the Equity Purchase Agreement (the EPA ) dated April 9, 2018 between Triton and APT Systems, Inc. ( APT or the Company ). Triton is deemed an underwriter as defined in the Securities Act of 1933, as amended. The transactions by which the selling stockholders acquired their securities from us were exempt under the registration provisions of the Securities Act. We are an emerging growth company under applicable Securities and Exchange Commission rules and will be subject to reduced public company reporting requirements. Investing in our common stock involves a high degree of risk. You should consider carefully the risk factors beginning on page 9 of this prospectus before purchasing any of the shares offered by this prospectus. Our common stock is quoted on the OTC Pink under the symbol APTY . The last reported sale price of our common stock on the OTC Pink on June 8, 2018, was $0.0070 per share. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is July 5, 2018 TABLE OF CONTENTS Page Prospectus Summary 6
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2018/CIK0001688476_nextier_prospectus_summary.txt b/parsed_sections/prospectus_summary/2018/CIK0001688476_nextier_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2018/CIK0001688476_nextier_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2018/CIK0001693429_canuelas_prospectus_summary.txt b/parsed_sections/prospectus_summary/2018/CIK0001693429_canuelas_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f25515e5083898b4fe554bd56d02059399584aa0
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2018/CIK0001693429_canuelas_prospectus_summary.txt
@@ -0,0 +1 @@
+F-1/A 1 a2235377zf-1a.htm F-1/A Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO THE FINANCIAL STATEMENTS As filed with the Securities and Exchange Commission on April 25, 2018 Registration No. 333-220408 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Molino Ca uelas S.A.C.I.F.I.A. (Exact name of Registrant as specified in its charter) Ca uelas Mill S.A.C.I.F.I.A (Translation of Registrant's name into English) Republic of Argentina (State or other jurisdiction of incorporation or organization) 2040 (Primary Standard Industrial Classification Code Number) Not applicable (I.R.S. Employer Identification Number) John F. Kennedy 160, B1814BKD Ca uelas, Province of Buenos Aires Republic of Argentina +54 (22) 2643-2885 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Tel: +1 (302) 738-6680 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Marcelo A. Mottesi, Esq. Milbank, Tweed, Hadley & McCloy LLP 28 Liberty Street New York, New York 10005 (212) 530-5000 Juan Francisco Mendez, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, which we refer to as the Securities Act, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is an emerging growth company pursuant to the Jumpstart Our Business Startups Act of 2012. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee(4) Class B ordinary shares, AR$0.10 par value per share(3) US$100,000,000 US$12,450 (1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act. (2)Includes Class B ordinary shares which the underwriters may purchase to cover over-allotments, if any, and Class B ordinary shares which are to be offered outside the United States but which may be resold from time to time in the United States in transactions requiring registration under the Securities Act. (3)The Class B ordinary shares may initially be represented by the registrant's American Depositary Shares, or ADSs, each of which represents three Class B ordinary shares, evidenced by American Depository Receipts, or ADRs, issuable upon deposit of Class B ordinary shares registered hereby, and that will be registered under a separate registration statement on Form F-6. (4)Filing fees of US$47,490.43 were previously paid, of which amount of US$35,040.43 remain available for offset in order to cover further increases in the Proposed Maximum Aggregate Offering Price. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The distribution of this prospectus and the Global Offering and sale of the Class B ordinary shares and the ADSs in certain jurisdictions may be restricted by law. We, the selling shareholders and the international underwriters require persons into whose possession this prospectus comes to inform themselves about and to observe any such restrictions. This prospectus does not constitute an offer of, or an invitation to purchase, any of the Class B ordinary shares or ADSs in any jurisdiction in which such offer or invitation would be unlawful. This international offering is being made in the United States and elsewhere outside of Argentina solely on the basis of the information contained in this prospectus. The concurrent Argentine offering of our Class B ordinary shares is being made in Argentina by a prospectus in Spanish that has been filed with the CNV. The prospectus for the Argentine offering, although in a different format in accordance with CNV General Resolution No. 622/2013, as amended and supplemented from time to time (the "CNV Rules"), contains substantially the same information as contained in this prospectus. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED , 2018 Molino Ca uelas S.A.C.I.F.I.A. Class B Ordinary Shares (Including Class B Ordinary Shares represented by American Depositary Shares) This prospectus has been prepared on the basis that all offers of Class B ordinary shares and ADSs will be made pursuant to an exemption under the Prospectus Directive (Directive 2003/71/EC, as amended), as implemented in member states of the European Economic Area, or EEA, from the requirement to produce a prospectus for offers of the Class B ordinary shares and ADSs. Accordingly any person making or intending to make any offer within the EEA of Class B ordinary shares and ADSs which are the subject of the Global Offering contemplated in this prospectus should only do so in circumstances in which no obligation arises for the sellers of the Class B ordinary shares and ADSs or any of the international underwriters to produce a prospectus for such offer. Neither the sellers of the Class B ordinary shares and ADSs nor the international underwriters have authorized, nor do they authorize, the making of any offer of Class B ordinary shares and ADSs through any financial intermediary, other than offers made by the underwriters which constitute the Global Offering of Class B ordinary shares and ADSs contemplated in this prospectus. Table of Contents We source our agricultural products primarily from a network of more than 8,000 farmers, to whom we sell a variety of goods and services to support their production activities primarily in exchange for their agricultural products. Our sourcing activities are conducted through 61 branches, 52 one-stop supply stores and 19 conditioning and storage centers, covering a substantial portion of Argentina's productive agricultural areas, providing us access to large quantities of high quality agricultural products. For the fiscal years ended November 30, 2015, 2016 and 2017 we generated AR$22,134 million, AR$32,318 million and AR$27,784 million in total net sales, respectively. Our profit for the year for the fiscal years ended November 30, 2015, 2016 and 2017, was AR$12 million, AR$864 million and AR$(250) million, respectively. For the same periods, our Total Adjusted Segment EBITDA was AR$1,093 million, AR$2,277 million and AR$2,429 million, respectively. For the three-month periods ended February 28, 2017 and 2018, we generated AR$4,168 million and AR$7,527 million, in total net sales, respectively. For the three-month periods ended February 28, 2017 and February 28, 2018, we had a profit of AR$300 million and incurred a loss of AR$(1,809) million, respectively. For the same periods, our Total Adjusted Segment EBITDA was AR$343 million and AR$503 million, respectively. The charts below highlight the percentage of margin before operating expenses and the percentage of Total Adjusted Segment EBITDA generated by each of our business segments for the three-month period ended February 28, 2018 and for the fiscal year ended November 30, 2017. Percentage of Total Margin Before Operating Expenses by Segment February 2018 Percentage of Total Adjusted Segment EBITDA by Segment February 2018 Total Margin Before Operating Expenses for the three-month period ended February 28, 2018 was AR$1,496 million Total Adjusted Segment EBITDA for the three-month period ended February 28, 2018 was AR$503 million; total loss for the fiscal year ended February 28, 2018, was AR$(1,809) million This is an initial public offering of the Class B ordinary shares of Molino Ca uelas S.A.C.I.F.I.A., a Sociedad An nima Comercial, Industrial, Financiera, Inmobiliaria y Agropecuaria organized under the laws of Argentina. We and the selling shareholders named in this prospectus are offering Class B ordinary shares in a Global Offering (as defined below). Of the Class B ordinary shares being offered, we are selling Class B ordinary shares, which we refer to as the new Class B ordinary shares, and the selling shareholders are selling Class B ordinary shares, which we refer to as the selling shareholders Class B ordinary shares and, together with the new Class B ordinary shares, the Class B ordinary shares. We will not receive any proceeds from the sale of Class B ordinary shares by the selling shareholders. American Depositary Shares, or ADSs, representing Class B ordinary shares will be offered in the United States of America and other countries outside of Argentina through the international underwriters named in this prospectus, which we refer to as the international offering. Each ADS represents three Class B ordinary shares. We and the selling shareholders are concurrently offering Class B ordinary shares in Argentina through the Argentine placement agents under a Spanish-language offering document, which we refer to as the Argentine offering. We refer to the international offering and the Argentine offering together as the Global Offering. The total number of Class B ordinary shares in the international offering and the Argentine offering is subject to reallocation between these offerings. The closing of the international offering and the Argentine offering will be conditioned upon one another. We expect that the offering price for the international offering will be between US$ and US$ per ADS (equivalent to AR$ and AR$ per Class B ordinary share, based on the venta de divisas exchange rate of AR$ : US$1.00 reported by the Banco de la Naci n Argentina on , 2018). Prior to the Global Offering, there has been no public market for our Class B ordinary shares or the ADSs. We have applied to list the ADSs on the New York Stock Exchange, which we refer to as the NYSE, under the symbol "MOLC". Further, we have applied to list and trade our Class B ordinary shares in Argentina on the Bolsas y Mercados Argentinos S.A., or BYMA under the symbol "MOLC". We have granted to the international underwriters the right for a period of 30 days to purchase a maximum of additional ADSs, representing Class B ordinary shares, at the public offering price paid by investors, less underwriting discounts and commissions, to cover over-allotments, if any. Investing in our Class B ordinary shares and the ADSs involves risks. See "Risk Factors" beginning on page 33. Per Class B Ordinary Share Per ADS Total Public offering price US$ US$ US$ Underwriting discounts and commissions(1) US$ US$ US$ Proceeds, before expenses, to Molino Ca uelas S.A.C.I.F.I.A. US$ US$ US$ Proceeds, before expenses, to the selling shareholders US$ US$ US$ (1)See "Underwriting" beginning on page 315 for additional information regarding underwriting compensation. Delivery of the ADSs is expected to be made on or about , 2018, or the Delivery Date, through the book-entry facilities of The Depository Trust Company. The public offering of our Class B ordinary shares in Argentina will be registered with the Argentine Securities Commission (Comisi n Nacional de Valores), which we refer to as the CNV. Neither the U.S. Securities and Exchange Commission, which we refer to as the SEC, nor any U.S. state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about us and our industry. These forward-looking statements can be identified by words or phrases such as "anticipate," "believe," "continue," "estimate," "expect," "intend," "is/are likely to," "may," "plan," "should," "would," or other similar expressions. The forward-looking statements included in this prospectus relate to, among others: our business strengths and future results of operations; the implementation of our business strategy; our plans relating to the integration of our acquisitions, such as Cargill's mill operations, and strategic partnerships, including retailers, wholesalers and distributers; the expansion of our Spegazzini facility (as defined below); and the implementation of our financing strategy and capital expenditure plan. Many important factors, in addition to those discussed elsewhere in this prospectus, could cause our actual results to differ substantially from those anticipated in our forward-looking statements, including among other things: our ability to maintain relationships with the network of farmers who supply the primary products we require; the intensity of competition we face within the retail product and branded industrial product categories in which we participate; price controls in the countries in which we operate; price changes in grains and other agricultural products on which we depend for food production; climate conditions, diseases striking crops, force majeure events such as natural disasters, fire, or pandemic and labor strikes; a disruption in the transportation and supply of agricultural products and other agrochemical, farming products, and services, increases in distribution costs, a failure to maintain relationships with labor unions, an increase in energy prices, the lack of availability of power or any other factor which might impact our production costs; allegations regarding the safety and quality of our products; potential unforeseen liabilities and obligations in connection with the Reorganization (as defined below); our ability to lease and operate Las Palmas port; our dependence on key executive officers; the significant influence of our principal shareholder, the Navilli family, and their ability to direct our business; changes in consumer preferences; the cost and availability of financing, including supplier financing; the seasonality of our business activities; further consolidation in the retail environments in which we operate; risks related to our cash flow management; Table of Contents Percentage of Margin Before Operating Expenses by Segment November 2017 Percentage of Adjusted Segment EBITDA by Segment November 2017 Total Margin Before Operating Expenses for the fiscal year ended November 30, 2017 was AR$6,434 million. Total Adjusted Segment EBITDA for the fiscal year ended November 30, 2017 was AR$2,429 million; total loss for the fiscal year ended November 30, 2017, was AR$(250) million(1) . Joint Global Coordinators BofA Merrill Lynch J.P. Morgan UBS Investment Bank Joint Bookrunners HSBC Ita BBA The date of this prospectus is , 2018. Table of Contents our indebtedness; the sufficiency of our insurance coverage; disruptions in our information technology systems; the political and macroeconomic environment of Argentina; international prices and demand for Argentina's main commodity exports, upon which Argentina's economic growth relies; inflation and the relative value of the Peso compared to other currencies; increases in the level of government intervention in the Argentine economy; changes in tax policies, export and import duties, private sector salary policies, capital markets regulations, and other similar legislation; the threat of potential expropriation policies implemented by the federal government; the continued credibility of Argentine economic indices and confidence in the Argentine economy; the impact of current or future claims against the federal government, which affects financial resources and the ability to obtain financing from international markets; any increase in uncertainty surrounding the stability of the Argentine banking system; the federal government's ability to maintain adequate international reserves; the success of the federal government's measures to solve the current energy sector crisis and future success of the federal government in responding to both social, political, and economic unrest; developments in, or changes to, the laws, regulations and governmental policies governing our business, including environmental, labor laws and regulations; the performance of the South American economies, in particular Uruguay and Brazil, and world economies, especially the European Union, China and the United States of America; and the factors discussed under the section entitled "Risk Factors" in this prospectus. These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may turn out to be incorrect. Our actual results could be materially and adversely different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business" and other sections in this prospectus, which you should carefully review. The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Unless requested by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events. Table of Contents Retail Products Through our Retail Products segment, we offer more than 200 products from our recognized brands across a variety of categories, including flour, vegetable oil, biscuits, cookies and crackers, ready-mixed flour, bread crumbs, frozen foods and pasta. We market these products under, among others, the following recognized brands in Argentina: 9 de Oro, Pureza, Ca uelas, Mam Cocina, Multiple, Florencia, San Agust n, Cukis and Paseo, among others, and also under our more recently launched brands such as Pizza Pietro and Horno Casero. We manufacture our retail products in our own production facilities, including our production facility with advanced technology in Carlos Spegazzini, Argentina, which we refer to as our Spegazzini facility. We sell the retail products of our diverse and complementary retail portfolio to consumers in Argentina and the region through a variety of distribution channels, including large supermarkets (such as Walmart, Carrefour, Cencosud and DIA), wholesalers and other third-party distributors, supplemented by smaller points of sale, including gas stations (such as those owned by Shell, YPF and Petrobras), convenience stores, fast food restaurants (such as McDonald's, Subway and Burger King) and coffee stores (such as Starbucks). We also produce private label versions of several of our retail products, including flour and vegetable oil, which we sell to key customers as a strategy to deepen our distribution relationships and as an important source of production volume. Our distribution network is organized around the geographical position of our production facilities. For the fiscal year ended November 30, 2017, our Retail Products segment generated AR$5,165 million in net sales or 24.7% of our net sales to third parties and AR$772 million of Adjusted Segment EBITDA or 32% of our Total Adjusted Segment EBITDA. For the three-month period ended February 28, 2018, our Retail Products Table of Contents WHERE YOU CAN FIND MORE INFORMATION We have filed a Registration Statement on Form F-1 with the SEC regarding the international offering. This prospectus, which is part of the registration statement, does not contain all the information included in the registration statement, and you should refer to the registration statement and its exhibits to read that information. Reference in this prospectus to any of our contracts or other documents are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. Upon completion of the international offering, we will become subject to the informational reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act. Accordingly, under the Exchange Act, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and current reports on Form 6-K. You can read our SEC filings, including the registration statement, over the internet at the SEC's website at www.sec.gov. You may also read and copy any document we file with the SEC at the public reference facilities maintained by the SEC at the following location: Public Reference Room 450 Fifth Street Room 1024 N.W., Washington, DC 20549 Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Room 10234, N.W., Washington, D.C. 20549, at prescribed rates. You may also request a copy of those filings, at no cost, by writing to Natalia Ruhl at our office at John F. Kennedy 160, B1814BKD, Ca uelas, Province of Buenos Aires, Argentina or calling +54 (22) 2643-2885. As a foreign private issuer, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act. However, we intend to furnish our shareholders with annual reports containing financial statements audited by our independent registered public accounting firm and to make available to our shareholders quarterly reports containing unaudited financial data for the first three quarters of each year. We plan to furnish quarterly financial statements with the SEC to our shareholders promptly after filing such quarterly financial statements with the CNV, which requires such reports to be filed within 42 days after the end of each of the first three quarters of our fiscal year, and we will file annual reports on Form 20-F within the time period required by the SEC, which will be four months from November 30, the end of our fiscal year. We will send the ADS Depositary a copy of all notices that we give relating to meetings of our shareholders, distributions to shareholders, offering of rights and a copy of any other report or communication that we make generally available to our shareholders. The ADS Depositary will make the notices, reports and communications that it receives from us available for inspection by registered holders of ADSs at its office. The ADS Depositary will mail copies of those notices, reports and communications to you if we ask the ADS Depositary to do so. We will also file annual and quarterly reports and current reports (hechos relevantes) with the CNV and the BYMA in Argentina as required by applicable law or regulations. Table of Contents segment generated AR$1,447 million in net sales or 28% of our net sales to third parties and AR$217 million of Adjusted Segment EBITDA or 43% of our Total Adjusted Segment EBITDA. Below is an image of our recent product launches: Historical Product Launches Retail Product Market Opportunities New trends in consumption as consumers move towards healthier eating habits are among the challenges that we face as a company. We believe that our market and consumer understanding combined with our extensive portfolio and ability to launch new products will allow us to fulfill consumers' evolving needs. We seek to develop products that become solutions for working families that seek quick and healthy options for home-cooked meals. We believe that we offer the modern family numerous meal-time solutions, combining homemade qualities, nutritious options, practicability and healthfulness, while also allowing home cooks to add their own personal touches. It is for these customers that we target many of our branded retail food products. As the charts below show, the market for our retail products has experienced steady and positive growth in the region and in Argentina despite swings in economic activity. The convenience food category involving ready meals, meal kits and pizzas has been growing at rates between 7.0% and 7.8% in the region and between 7.9% and 10.9% in Argentina from 2012 to 2017, according to Canadean. Additionally, within the convenience food category, pizza has had a 7.8% CAGR in Argentine sales from 2012 to 2017, according to Canadean. In Argentina, the growth in sales of packaged foods from 2012 to 2017 was primarily driven by a combination of marginal growth in consumption per capita and an increase in population. You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. The information in this document may only be accurate on the date of this document. Table of Contents PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION Presentation of Financial Information This prospectus contains our audited consolidated combined financial statements as of November 30, 2016 and 2017, and for our fiscal years ended November 30, 2015, 2016 and 2017, which we refer to collectively as our audited consolidated combined financial statements. This prospectus also contains our unaudited interim condensed consolidated combined financial statements as of February 28, 2018, and for the three-month periods ended February 28, 2017 and 2018, which we refer to as our unaudited interim condensed consolidated combined financial statements. We refer collectively to our unaudited interim condensed consolidated combined financial statements and our audited consolidated combined financial statements as our consolidated combined financial statements. We prepare our consolidated combined financial statements in thousands of Pesos. Our audited consolidated combined financial statements have beed prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. We have applied all IFRS issued by the IASB effective at the time of preparing our audited consolidated combined financial statements. We applied IFRS for the first time for our fiscal year ended November 30, 2016. Our opening IFRS statement of financial position was prepared as of our transition date to IFRS, which occurred on of December 1, 2013. We prepare our unaudited interim condensed consolidated combined financial statements in accordance with IAS 34 Interim Financial Reporting. The accounting principles used in the preparation of our unaudited interim condensed consolidated combined financial statements are consistent with those used in the preparation of our audited consolidated combined financial statements. Our unaudited interim condensed consolidated combined financial statements do not include all the information and disclosures required in our audited consolidated combined financial statements and accordingly should be read in conjunction with them. Our audited consolidated combined financial statements have been audited by Price Waterhouse & Co. S.R.L., Buenos Aires, Argentina, which we refer to as PwC, a member firm of the PricewaterhouseCoopers global network, an independent registered public accounting firm, whose report dated March 8, 2018, is also included in this prospectus. The office of Price Waterhouse & Co. S.R.L. is located in Bouchard 557, 8th floor, C1106ABG, Buenos Aires, Argentina. Our Reorganization During the fiscal years ended November 30, 2016 and 2017, our principal shareholders (as defined below) elected to complete a reorganization of Molino Ca uelas S.A.C.I.F.I.A. and various other entities and businesses under the common control of our principal shareholders in order to organize all of our business activities under Molino Ca uelas S.A.C.I.F.I.A. We effected this reorganization through a series of acquisitions and related corporate transactions. We refer to this series of transactions as the Reorganization. In this prospectus, each of the terms Molino Ca uelas, we, us, our, and our Company means Molino Ca uelas S.A.C.I.F.I.A. and its subsidiaries after the Reorganization, unless otherwise indicated. For more information on the Reorganization see, "Business Our Corporate Structure and the Reorganization". The Reorganization was effected between entities which were under the common control and common management of our principal shareholders for all periods for which financial statements are presented. Our consolidated combined financial statements are presented in accordance with IFRS as issued by IASB on a combined basis after giving effect to the Reorganization. IFRS provides no guidelines for the preparation of consolidated combined financial statements, which are therefore subject to the rules given in International Accounting Standards (IAS) 8.12. These rules require consideration of the most recent pronouncements of other standard-setting bodies, other financial Source: Euromonitor, IMF and INDEC (1)Includes Argentina, Bolivia, Brazil, Chile and Uruguay Table of Contents reporting requirements and recognized industry practices. As such, as described in Note 1.2 to our audited consolidated combined financial statements, we applied the "predecessor accounting approach" in accordance with the rules on accounting for business combinations under common control in consolidated combined financial statements to the entities under the common control of our principal shareholders that were the subject of the Reorganization. This means that the assets and liabilities of the entities and businesses acquired as part of the Reorganization included in our audited consolidated combined financial statements correspond to the historical amounts in the individual financial statements of combined entities (i.e., predecessor values). Accordingly, any consideration given or received in relation to the transactions forming part of the Reorganization is recognized directly in equity as withdrawals or contributions at the time of the transfer. Certain transactions forming part of the Reorganization had not occurred as of the fiscal year ended November 30, 2016, and all of the consideration paid in connection with the Reorganization was not fully reflected in our audited consolidated combined statement of financial position as of the fiscal year ended November 30, 2016; consequently, they were fully reflected in our audited consolidated combined statement of financial position as of the fiscal year ended November 30, 2017. Further, assets and liabilities and the historic impact on profit and loss of each entity or business acquired as part of the Reorganization (i.e., Molino Ca uelas S.A., Molinos Florencia S.A., Molino Americano S.A. (Argentina), Tiendas Gourmet S.A.U. (formerly known as Molinos Puntanos S.A.), Megaseed S.A, Compa a Argentina de Granos S.A. and Ca uelas Pack S.A.) were reflected in our audited consolidated combined financial statements as of and for the fiscal year ended November 30, 2016, even though the acquisition of certain entities or businesses did not occur until after our fiscal year ended November 30, 2016. All of the transactions undertaken in connection with the Reorganization were completed during our fiscal year ended November 30, 2017, and consequently, are fully reflected in our audited consolidated combined financial statements as of and for the fiscal year ended November 30, 2017. Cargill Acquisition On August 31, 2016, we completed the acquisition of certain assets including seven mills in Argentina, which we refer to as the Trigalia mills or Trigalia, from Cargill S.A.C.I., or Cargill, which we refer to as the Cargill Acquisition, for total cash consideration of AR$736 million. We analyzed the significance of the Cargill Acquisition pursuant to Rule 3-05 of Regulation S-X under the Securities Act, or Rule 3-05, and determined that we need not include separate financial statements or pro forma financial information for the business acquired in connection with the Cargill Acquisition. For a variety of reasons, however, we were unable to obtain (and include in our analysis) complete financial statements for the acquired business that would enable us to conduct a full significance analysis under Rule 3-05. As a result, we sought and obtained a waiver from the SEC pursuant to Rule 3-13 under Regulation S-X. For further information on the Cargill Acquisition, see "Prospectus Summary Cargill Acquisition". Adjusted Segment EBITDA Adjusted Segment EBITDA refers to a segment's share of our line item results from operations before financing and taxation and before depreciation and amortization. Adjusted Segment EBITDA excludes certain items that are not considered part of our Company's core operating results. Specifically, finance income, finance cost and exchange differences are not allocated to segments, as this type of activity is driven by the central treasury function, which manages the cash position of our Company. Although Adjusted Segment EBITDA is commonly viewed as a non-IFRS measure in other contexts, pursuant to IFRS 8, Adjusted Segment EBITDA is treated as an IFRS measure in the manner in which we utilize this measure. We use Adjusted Segment EBITDA for purposes of making Source: Canadean (1)Includes Argentina, Brazil and Chile The Argentine offering of our Class B ordinary shares was approved by the CNV on September 14, 2017 by Resolution No. 18,934. The authorization by the CNV means only that the information requirements have been satisfied. The CNV has not rendered an opinion with respect to the accuracy of the information contained in this prospectus. The accuracy of any accounting, financial and economic information as well as any other information provided in this prospectus is the sole responsibility of our Board of Directors and our statutory audit committee. Our Board of Directors hereby expresses as a sworn statement that this prospectus contains, as of the date of publication hereof, accurate and sufficient information concerning any significant events that may affect our financial and economic condition and any other information that must be made known to investors under applicable law. Table of Contents decisions about allocating resources to our segments and to internally evaluate their financial performance because we believe it reflects current core operating performance and provides an indicator of the segment's ability to generate cash. Non-IFRS Information Total Adjusted Segment EBITDA Total Adjusted Segment EBITDA is a non-IFRS financial measure defined as earnings (profit or loss for the year) before interest expense, exchange differences, taxes, depreciation and amortization and gains on acquisition of businesses. Total Adjusted Segment EBITDA is not defined under IFRS and has important limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our results as reported under IFRS. For example, Total Adjusted Segment EBITDA: excludes certain tax payments that may represent a reduction in cash available to us; does not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future; does not reflect changes in, or cash requirements for, our working capital needs; does not reflect the significant interest expense, or the cash requirements, necessary to service our debt; and does not include gains on acquisition of businesses. Our management believes Total Adjusted Segment EBITDA is useful because it allows us to more effectively evaluate our operating performance and compare the results of our operations from period to period without regard to our financing methods or capital structure. We exclude the items listed above from profit for the year in arriving at Total Adjusted Segment EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Total Adjusted Segment EBITDA should not be considered as an alternative to, or more meaningful than, profit for the year from operating activities as determined in accordance with IFRS or as an indicator of our operating performance. Total Adjusted Segment EBITDA may not be the same as similarly titled measures used by other companies. We have included the calculations of Total Adjusted Segment EBITDA to the nearest corresponding IFRS measure for all the periods presented. For a reconciliation of Total Adjusted Segment EBITDA, see "Summary Consolidated Combined Financial Data Non-IFRS Measurements Total Adjusted Segment EBITDA." Net Debt to Total Adjusted Segment EBITDA We define Net Debt as total borrowings less cash and cash equivalents. We believe that the presentation of Net Debt and the ratio of Net Debt to Total Adjusted Segment EBITDA, both of which are non-IFRS financial measures, provide useful information to investors because our management reviews Net Debt as part of its management of our overall liquidity, financial flexibility, capital structure and leverage. We use the ratio of Net Debt to Total Adjusted Segment EBITDA as one of our principal measures of capital management. Source: Canadean For further information on the CAGR amounts presented above, please see "Industry Industry Overview Packaged Food Industry" and " Prepared Meals Market Trends". Branded Industrial Products The main focus of our Branded Industrial Products segment is to supply inputs to our Retail Products segment, as well as to supply third-party branded industrial product customers. We sell flour, Table of Contents Net Debt and Net Debt to Total Adjusted Segment EBITDA should not be considered as an alternative to, or more meaningful than, borrowings as determined in accordance with IFRS. Net Debt and Net Debt to Total Adjusted Segment EBITDA may not be the same as similarly titled measures used by other companies. For a reconciliation of Net Debt to the nearest corresponding IFRS measure, see "Summary Consolidated Combined Financial Data Non-IFRS Measurements Net Debt to Total Adjusted Segment EBITDA." Adjusted Return on Invested Capital (Adjusted ROIC) We define Adjusted Return on Invested Capital, which we refer to as Adjusted ROIC, as the ratio of profit/(loss) for the year before gain on acquisition of businesses and financial results, net for a given period to the sum of the average for the beginning and end of such period of Net Debt and total shareholders' equity. We believe that the presentation of Adjusted ROIC provides useful information to investors because it shows the evolution of the return on our invested capital which could be compared to the cost of our capital as a measure of value being added by our business. For a reconciliation of Adjusted ROIC to the nearest corresponding IFRS measure, see "Prospectus Summary Certain Operational and Financial Metrics." We believe that the foregoing non-IFRS financial measures, when considered together with our IFRS financial results and IFRS measures, provide management and investors with a more complete understanding of our operating results, including underlying trends. We present those non-IFRS measures in order to provide supplemental information that we consider relevant for the readers of our consolidated combined financial statements included in this prospectus, and such information is not meant to replace or supersede any IFRS measures. Inflation IAS 29 "Financial Reporting in Hyperinflationary Economies" requires that financial statements of any entity whose functional currency is the currency of a hyperinflationary economy, whether based on the historical cost method or on the current cost method, be stated in terms of the current measuring unit at the end of the reporting period. Even though the standard does not establish an absolute rate at which hyperinflation is deemed to arise, it is common practice to consider hyperinflation to exist where changes in price levels exceed 100% on a cumulative basis over the last three years, along with other several macroeconomic-related qualitative factors. Despite the high inflation rates in Argentina in the recent years, we conducted an analysis pursuant to the criteria set forth in IAS 29, and have determined that Argentina does not qualify as a hyperinflationary economy for any of the years included in our audited consolidated combined financial statements included elsewhere in this prospectus. Accordingly, we have not restated our audited consolidated combined financial statements into constant currency. As of February 28, 2018, it was not possible to calculate the three year cumulative inflation rate in Argentina due to the fact that INDEC ceased the publication of inflation statistics from October 2015 through January 2016. In the absence of official statistics, we considered other qualitative indicators of the economic environment and determined that these indicators do not conclusively point to the existence of hyperinflation. As such we have concluded that the restatement criteria established under IAS 29 is not required at this time. For futher information, see "Risk Factors Risks Related to Argentina Continuing inflation may have an adverse effect on the Argentine economy, and, as a consequence, on our business, results of operation and financial condition." Table of Contents ready-mixed flour and additives through our Ca uelas, Florencia, Multi-Harina, Adelia Mar a, Favorita, Leticia, Terminada, Rosafe, San Agust n and Pig brands. We manufacture our branded industrial products in our 24 production facilities (including three facilities we lease from third parties and related parties) in the region. According to FAIM, during 2017, we processed over 28.4% of the total volume of wheat processed in Argentina, making us the largest wheat flour producer in the country. Following the Cargill Acquisition, we now possess an installed milling capacity of approximately 3.4 million tonnes per year, according to MAGyP. In addition, according to FAIM, we are the largest exporter of flour in Argentina by volume, exporting 399.664 tonnes during 2017, representing 42% of the total flour exported in Argentina during 2017. Our Branded Industrial Products segment also includes our packaging production operation through the packaging business acquired from Ca uelas Pack S.A., which we use to differentiate our products through innovative and technologically advanced packaging. For the fiscal year ended November 30, 2017, our Branded Industrial Products segment generated AR$10,481 million in net sales, of which AR$8,867 million, or 42.5% of our total net sales, consisted of net sales to third parties, and AR$755 million in Adjusted Segment EBITDA, or 31% of our Total Adjusted Segment EBITDA. For the three-month period ended February 28, 2018, our Branded Industrial Products segment generated AR$2,836 million in net sales, of which AR$2,380 million, or 46% of our total net sales, consisted of net sales to third parties, and AR$220 million in Adjusted Segment EBITDA, or 44% of our Total Adjusted Segment EBITDA. The following map shows the locations of our production plants, distribution centers and commercial offices for our branded industrial products: Table of Contents We believe that our analysis and conclusion is consistent with that of most public entities in Argentina. We periodically reassess inflation data using qualitative and quantitative indicators to determine whether this conclusion continues to be applicable. However, certain macroeconomic variables that affect our business, such as salary costs and the prices of inputs, have experienced a significant annual variation, a situation that must be considered when evaluating and interpreting our results of operations and financial condition as reflected in our consolidated combined financial statements included elsewhere in this prospectus. If inflation rates continue to escalate in the future, the Argentine peso may qualify as a currency of a hyperinflationary economy. In the event that our currency qualifies as part of a hyperinflationary economy our consolidated combined financial statements and other financial information may need to be adjusted by applying a general price index and expressed in the measuring unit (i.e. the hyperinflationary currency) current at the end of each reporting period. At this time, we cannot determine the impact this would have on our results of operations and financial condition. For more information, see "Management's Discussion and Analysis of Financial Condition and Results of Operations Trends and Factors Affecting Our Results of Operation Inflation" and "Risk Factors Risks Related to Argentina Continuing inflation may have an adverse effect on the Argentine economy, and, as a consequence, on our business, results of operation and financial condition". Argentine inflation could therefore affect the comparability of the different periods presented herein. Market Data and Other Information Market data used throughout this prospectus were derived primarily from reports prepared by The Nielsen Company South America, which we refer to as Nielsen, and CCR S.A., which we refer to as CCR. Data attributed to Nielsen or CCR is extracted from reports by Nielsen which are periodically reviewed by management. These reports are prepared on the basis of estimates and generally accepted statistical procedures on information that is not always within the control of Nielsen and CCR. Further, some of these practices and procedures are subject to estimation and margin of error inherent in statistical analysis. In addition, these studies only cover certain distribution channels, and, as such, may not reflect the totality of the market. Following the receipt of market share information from CCR from March 2017 and April 2017, we were informed by CCR that they will no longer be providing market share information due to a restructuring event. As a result, our market share information from November 2017 is solely derived from reports prepared by Nielsen. While we have no reason to believe that there has been any impact on the reliability of the reports prepared by CCR to date, they may not be fully comparable with reports prepared by Nielsen. The reports referenced in this prospectus include the NRI report on flour from November 2016, or the 2016 Nielsen Flour Report, the NRI report on ready mixed products from November 2016, or the 2016 Nielsen Ready Mixed Products Report, the NRI report on bread crumbs from November 2016, or the 2016 Nielsen Bread Crumb Report, the NRI report on pasta from November 2016, or the 2016 Nielsen Pasta Report, and together with the 2016 Nielsen Bread Crumb Report, the 2016 Nielsen Ready Mixed Products Report and the 2016 Nielsen Flour Report, the 2016 Nielsen Reports. The reports referenced in this prospectus also include the NRI report on flour from November 2017, or the November 2017 Nielsen Flour Report, the NRI report on ready-mixed products from November 2017, or the November 2017 Nielsen Ready-Mixed Products Report, the NRI report on bread crumbs from November 2017, or the November 2017 Nielsen Bread Crumb Report, the NRI report on pasta from November 2017, or the November 2017 Nielsen Pasta Report, the NRI report on vegetable oil from November 2017, or the November 2017 Vegetable Oil Report, the NRI report on frozen pizzas from November 2017, or the November 2017 Nielsen Pizza Report, and together with the November 2017 Nielsen Bread Crumb Report, the November 2017 Nielsen Ready-Mixed Products Report, the Source: FAIM & INDEC Table of Contents November 2017 Nielsen Flour Report, the November 2017 Vegetable Oil Report and the November 2017 Nielsen Pizza Report, the November 2017 Nielsen Reports. The reports referenced in this prospectus also include the NRI report on flour from February 2018, or the February 2018 Nielsen Flour Report, the NRI report on ready-mixed products from January 2018, or the January 2018 Nielsen Ready-Mixed Products Report, the NRI report on bread crumbs from January 2018, or the January 2018 Nielsen Bread Crumbs Report, the NRI report on cakes mixes from January 2018, or the January 2018 Nielsen Cake Mixes Report, the NRI report on pasta from February 2018, or the February 2018 Nielsen Pasta Report, the NRI report on vegetable oil from February 2018, or the February 2018 Vegetable Oil Report, the NRI report on frozen pizzas from February 2018, or the February 2018 Nielsen Pizza Report, and together with the February 2018 Nielsen Bread Crumb Report, the February 2018 Nielsen Ready-Mixed Products Report, the January 2018 Nielse Cake Mixes Report, the February 2018 Nielsen Flour Report, the February 2018 Vegetable Oil Report and the February 2018 Nielsen Pizza Report, the February 2018 Nielsen Reports. We refer to the February 2018 Nielsen Reports and the 2017 Nielsen Reports together as the Nielsen Reports. The reports referenced in this prospectus also include the NRI report on flour from December 2017 and January 2018, or the December 2017-January 2018 Nielsen Flour Report. The reports referenced in this prospectus also include the CCR audit report for vegetable oil from November 2016, or the 2016 CCR Vegetable Oil Report, and the CCR audit report for biscuits from November 2016, or the CCR 2016 Biscuit Report, and, together with the 2016 CCR Vegetable Oil Report, the 2016 CCR Reports. In addition, certain statistical and factual information in this prospectus was derived from government reports and publications. Other information presented in the sections entitled "Industry" and "Summary" was derived from certain industry publications such as Euromonitor International, which we refer to as Euromonitor, or other public sources such as the United States Department of Agriculture's December 8, 2017 report on World Agricultural Supply and Demand Estimates, which we refer to as the 2016 USDA Report. Other information was derived from the Global Delivery and Takeaway Food Market 2016-2020 report, the Global Frozen Ready Meals Market 2016-2020 report, and Global Quick Service Restaurants Markets 2016-2020 report, each as provided by Technavio, hereafter the Technavio Reports. All data derived from Euromonitor in this document is based upon the report titled Passport Package Food 2017 Edition. All sales metrics therein refer to sales values at retail value and all volume metrics refer to retail sales volume. In all data attributed to Euromonitor, packaged food includes the Euromonitor categories of bread, pasta, pastries, sweet biscuits and savory biscuits. In addition, all references to biscuits, cookies and crackers in the Euromonitor data provided includes the Euromonitor categories of savory biscuits and sweet biscuits. Such reports generally state that the information contained therein has been obtained from sources believed by such sources to be reliable. Although we have no reason to believe that any of this information or these reports are inaccurate in any material respect, neither we, the selling shareholders, the international underwriters, nor any of our or their respective affiliates has independently verified the competitive position, market share and market size or market growth data provided by third parties or by industry or general publications. On January 8, 2016, Decree No. 55/2016 was issued by the federal government declaring a state of administrative emergency on the national statistical system and on the Instituto Nacional de Estad stica y Censos, which we refer to as the National Statistics and Census Institute, or INDEC, until December 31, 2016. INDEC ceased publishing statistical data until a rearrangement of its technical and administrative structure was finalized. After the process of reorganization, on June 16, 2016, INDEC began releasing official measurements of its primary indication of inflation, CPI which is the general index of prices for the city of Buenos Aires and surrounding areas. INDEC reported that the CPI increase in 2016 was 41%. Further, the CPI increase in 2017 was 26.1%. In 2018, the CPI was 1.8% in January, 2.4% in February and 2.3% in March. INDEC has also published inflation figures for the Source: FAIM & INDEC For a further description of the CAGR rates described above, see "Industry Argentina's Grain and Milling Industry Argentina's Production and Export of Grains". Agro-Services and Sustainable Sourcing. Through our Agro-Services and Sustainable Sourcing segment, we source agricultural products in which Argentina, the location of our primary sourcing Table of Contents IPIM. The IPIM for the year ended December 31, 2016 showed an annual increase of 34.5%. The IPIM for the year ended December 31, 2017 increased by 18.8%. In 2018, the IPIM was 4.6% in January, 4.8% in February and 1.9% in March. In addition, on June 29, 2016, INDEC published revised gross domestic product, or GDP, data for 2004 through 2015 based on constant 2004 prices. For more information on the inflation statistics see, "Risk Factors Risks Related to Argentina Continuing inflation may have an adverse effect on the Argentine economy, and, as a consequence, on our business, results of operation and financial condition". General In this prospectus, when we refer to: "Peso", "Pesos", or "AR$", we mean Argentine Pesos, the lawful currency in Argentina; "U.S. Dollar", "U.S. Dollars", or "US$", we mean United States Dollars, the lawful currency of the United States of America; "Argentina", we mean the Republic of Argentina; "federal government" or the "government", we mean the federal government of Argentina; "federal congress", we mean the federal congress of Argentina; and when we refer to "Central Bank", we mean the Central Bank of Argentina. References to fiscal years 2015, 2016 and 2017 are to our fiscal years ended November 30, 2015, 2016 and 2017, respectively. Certain figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. Measurement Data In this prospectus, where we refer to: "tonne" or "ton", we mean one metric tonne, which is equal to 1,000 kilograms; "kg", we mean kilograms, which is equal to 1,000 grams; "g", we mean gram or grams; "l", we mean liter or liters, which is equal to 1,000 cubic centimeters; "th", we mean thousands; "mm", we mean millions; "installed milling capacity", we mean the annual capacity of output for a mill assuming no required cessations of operations for maintenance or other reasons; "maximum milling capacity", we mean the effective milling capacity of a mill after taking into account the cessation of operations for estimated standard maintenance reasons and other down-time; and "CAGR", we mean compound annual growth rate. Table of Contents activities, enjoys significant competitive advantages, with the main objective of ensuring the consistent supply of agricultural products to our other business segments at the lowest cost and highest quality possible. We foster and preserve direct contact and strong relationships with farmers through our Agro-Services business which acts as a one-stop supplier for farmers in our network providing a variety of products and services, including agricultural supplies such as seeds, fertilizers, farm machinery and other goods, as well as services such as insurance brokerage and, in each case, mostly in exchange for agricultural products. As of the date of this prospectus, we operate 61 branches, 52 one-stop supply stores and 19 conditioning and storage centers located across ten provinces in Argentina, offering convenience to farmers and providing our sourcing business with ready access to a substantial portion of Argentina's productive agricultural area. We also offer drying, storage and conditioning services to our farmers through our 19 conditioning and storage centers which facilitate the geographic distribution of our sourcing operations. The following map shows the location of our Agro-Service and Sustainable Sourcing segment facilities: We also export a portion of our excess agricultural goods through a port we operate, which is located in Las Palmas on the right bank of the Paran River in northeastern Argentina and offers significantly reduced travel times on the Paran River, resulting in a competitive advantage when compared to ports further upstream. Our port exports both containers and agricultural products and we benefit from its use to export products for all three of our business segments. We expect to continue to use the Las Palmas port to further increase our exports into Brazil and other countries in the region. For the fiscal year ended November 30, 2017, our Agro-Services and Sustainable Sourcing segment generated AR$13,312 million in net sales, including pass through sales, of which AR$6,845 million, or 32.8% of our total net sales, consisted of net sales to third parties and AR$901 million in Adjusted Segment EBITDA, or 37% of our Total Adjusted Segment EBITDA. For the three-month period ended February 28, 2018, our Agro-Services and Sustainable Sourcing segment generated Source: 2017 USDA Report Table of Contents Key Strengths Referential brands and strong market share in many of our retail products. Our referential brands are among the most well-known and traditional names in Argentina. Certain of these referential brands, notably 9 de Oro, can be found in all major retailers in Argentina and, we believe as a result, in nearly every household in the country. Complementing our brand portfolio in our biscuits, cookies and crackers segment, we offer crackers under our Paseo brand and cookies under our 9 de Oro brand. We believe our flour products sold under our market-leading brands Pureza and Ca uelas are chosen by customers for their perceived high quality and healthiness and reputation for innovation through the various types of ready-mixed flours we offer. In vegetable oils, our Ca uelas brand enjoys positioning as a premium product and is recognized for its quality, superior packaging and healthy attributes. Our ready-mixed product portfolio includes flour mixes under the Pureza and Mam Cocina brands. Other brands include San Agust n, Florencia and M ltiple. We believe that our focus on providing consumers with products that offer them solutions helps us maintain and strengthen our brands' top-of-mind recognition. Part of our brand strength is reflected in strong market share across our various product categories. For example, in Argentina, according to the 2016 Nielsen Reports and CCR Reports, based on annual market share measured as of November 30, 2016, we had market shares in Argentina of 26.0% (vegetable oil), 41.7% (flour), 34.1% (biscuits sub category), 27.0% (ready mixed products) and 25.5% (bread crumbs). According to the 2017 Nielsen Reports, based on annual market share measured as of November 30, 2017, we had market shares in Argentina of 23.4% (vegetable oil), 42.7% (flour), 43.8% (biscuits sub category), 24.8% (ready-mixed products), 23.5% (bread crumbs) and 10.1% (frozen pizzas). According to the 2018 Nielsen Reports, based on annual market share measured as of February 28, 2018, we had market shares in Argentina of 22.1% (vegetable oil), 39.2% (flour), 44.7% (biscuits sub category), 31.7% (ready-mixed products) and 17.4% (frozen pizzas). According to the January 2018 Nielsen Bread Crumbs Report, we had a market share in Argentina of 26.1% (bread crumbs). Well-established distribution network for our Retail Products segment, which provides significant opportunities to continue expanding product sales in Argentina and the region. We have developed a strong distribution network for our Retail Products segment, including major retailers in the countries in which we operate, and we believe we are able to leverage these relations to further expand Table of Contents regionally. We distribute our retail products through a wide variety of retail and other distribution channels, including some of the largest supermarkets in Argentina (such as Cencosud, Walmart, Carrefour and DIA), third-party distributors and other retailers such as small stores and fast food venues (including McDonald's, Subway and Burger King), gas stations (such as those owned by Shell, YPF and Petrobras) and coffee stores (such as Starbucks). We believe our distribution network provides us with significant cross-selling opportunities that allow us to introduce new products under existing or new brands. For example, our distribution network allows us to launch products made from newly sourced agricultural products, such as rice crackers, and effectively reach customers. Similarly, we supply frozen food products for McDonald's in Uruguay and flour to Walmart in Chile. Moreover, we believe we have developed an extensive frozen distribution channel which includes affiliated refrigerated car services and intermediate refrigerated storage warehouses, allowing us to expand the reach of our frozen food product operations. Well positioned to capture expected growth opportunities in Argentina and the region. We believe our strong position in all three of our business segments is driven by, among other things, the economies of scale we have achieved, our longstanding relationships with a network of suppliers and customers, our significant production and sourcing capacity, our commitment to technological development, and our experience in the food business. We regularly seek to implement technological innovations in production processes in order to improve efficiency, maintain our operational excellence and develop new solutions for our customers. As a result, we have significantly improved our productivity and operating costs in recent years as evidenced by our increased installed milling capacity and increased production capacity of our food production facilities. Our cost-effective and technologically advanced production processes make our products high quality and cost-competitive and provide stable cash-flow even during economic downturns, particularly as many of our products are basic staples of our consumers' diets. Competitive advantage based on our access to Argentina's high quality primary agricultural products at the lowest cost. Our sourcing operations are primarily located in Argentina, which benefits from significant environmental, climatic and agricultural advantages relative to the rest of the region, including the relatively high fertility and productivity of its soil. This strategic advantage, together with the strength of our supply chain, provides us access to a stable and secure supply of high quality agricultural products at competitive prices. In addition, we believe that the scale of our sourcing and industrial food operations makes us the preferred business partner to the more than 8,000 farmers that sell their agricultural products to us and to other producers of retail products who buy our industrial food products. The scope of our sourcing capacity allows us to maximize the value of the agricultural products that we source, by directing them to the most profitable uses in our production processes and sales activities. We also benefit from our extensive infrastructure, including our conditioning and storage centers distributed across a substantial portion of Argentina's productive agricultural area. Vertically integrated business model as a pillar, for quality traceability, production efficiencies and product cross-selling. Our involvement in each step of the value chain allows us to achieve economies of scale, save on costs, ensure the highest product quality and increase revenues through product innovation involving high levels of technology and automation. We also seek to enhance customer and producer loyalty through the reliability of the services offered in our sourcing business, the recognized quality of our products and the reach of our distribution network. At the same time, our vertical integration gives us a greater knowledge of trends in consumer demand and allows us to recognize market opportunities for future growth. For example, we developed a high oleic vegetable oil in hand with the cultivation of high oleic sunflower seeds by a select group of our most loyal farmers, which, following a testing period, was launched into production for processing in our industrial facilities. We packaged this new oil with our differentiated packaging and sold it under our well-recognized Ca uelas brand so as to offer a premium oil for health conscious customers. Similarly, our frozen food products line leverages the high quality of our flour, the advanced technology of our Spegazzini facility and the Table of Contents established distribution network of our existing retailers to reach end customers. The scale in every step of our production and distribution processes allows us to test new products and ideas without compromising significant additional resources and improving the speed to market and marginal returns. In addition, we believe that our vertically integrated business model allows us to realize tax savings, as a non-vertically integrated business would be required to pay sales taxes at each point of resale across the value chain. Business model naturally hedged to currency fluctuations and prices of agricultural products. Historically, we have been able to increase the price of the food and agricultural products we sell to match increases, in U.S. Dollar terms, of our raw materials. As a result, prices for our retail products in our principal market of Argentina have historically recovered in U.S. Dollar terms following sharp movements in the international prices of agricultural products or the exchange rate of the Peso. These price increases have helped protect our profitability, in U.S. Dollar terms, from the effects of fluctuations in the prices of agricultural products or the devaluation of the Peso. Additionally, approximately 22% and 20% of our net sales to third parties for the fiscal year ended November 30, 2017, and for the three-month period ended February 28, 2018, respectively, were exports, which are priced in U.S. Dollars and based on the international prices of the agricultural products we buy. Inelastic demand for our products. Most of our products constitute staples of the standard consumer basket of food products. As a result, demand for our products has proven to be somewhat resistant to economic downturns as demand has remained stable in spite of reduced spending power on the part of customers. Similarly, the relatively resilient demand for our products has allowed us to adjust our prices by closely following movements in prices of agricultural products, thereby helping to preserve our margins. We benefit from an experienced management team with a successful track record of value creation and strong operational knowledge. Our executive officers have extensive experience in the food industry and have a track record of improving operating efficiency and managing costs. Our management team and other professionals are highly trained, and we have a results-oriented corporate culture that is focused on reducing operating costs and increasing revenues through a continuous focus on process improvement. We operate under a group of principles and tools that we believe constitute a proven methodology to maximize management effectiveness. This process implies a long-term commitment to measure, administer and improve our main processes. The goal of this process is to meet or exceed customers' expectation with the optimal use of our resources. Business Strategy Our mission is to add value to the agricultural products we source in which Argentina has a natural competitive advantage compared to the region. We seek to execute our mission through a vertically integrated business model that focuses on innovation and seeks to capture market opportunities through the launch of new products and the penetration of new markets. We believe the strength of our vertically integrated business model and our new business evaluation criteria help us to achieve synergies between our new products and our existing businesses. We aim to launch products where we can achieve cost leadership, quality recognition and a strong position in market share. The evaluation criteria that forms our business strategy framework is illustrated in the chart below. The three growth vectors that comprise our business strategy are: Table of Contents Continue to introduce new products in our existing product categories. Our research and development operations are constantly working to bring new and innovative products that leverage the strength of our existing brands and cost efficiencies while responding to growing consumer demand for healthy and convenient retail products. We launched 53 new products during 2017. For example, we were the first Argentine food company to sell flour fortified with vitamins (before legislation was passed making it mandatory for all producers) as well as value-added flour products with natural yeast, including pre-mixed pizza dough, under our Pureza brand. Similarly in 2017, we launched rice crackers under our Retail Products segment to meet consumer demand while maximizing the sourcing opportunities available in our Agro-Services and Sustainable Sourcing segment. We have also launched a line of high-oleic sunflower oil which leverages the strength of our Ca uelas brand and the depth of our sourcing network. We may further build upon our success in the frozen food and food service business by potentially increasing the size of our Spegazzini facility, which uses highly automated production processes. Our frozen product line also included ready-made products, such as doughnuts and muffins. Continue to diversify into new product categories by leveraging on the strengths of each of the steps of our production process. We believe that our integrated supply chain in conjunction with our experience in Retail Products allows us to successfully take new products from idea to execution phase swiftly and effectively. More recently, in 2016 we expanded into the frozen food business line through new direct-to-consumer retail products under our Mam Cocina brand. Following construction, our Spegazzini facility started producing and commercializing frozen food products (including pre-baked bread, croissants and pizzas) through retailers and food services stores, all of which we intend to distribute through our existing frozen distribution channel. Continue to increase our market presence in the region as a leading consumer product company. We believe that our existing distribution network, our efficient production processes and high quality products make it easier for us to rollout new products in the region for which there might be significant demand. In particular, we plan to leverage our distribution network with Cencosud, Walmart, Carrefour and DIA to introduce new products in the region. Similarly, in Uruguay, we are currently present through various recognized brands and we expect to launch new retail products. In Brazil, we intend to use our experience in flour production and branded industrial products sales to commercialize branded consumer food products reformulated to match the tastes of the Brazilian market. In 2017, we entered into a 30-year lease of a milling facility in Brazil in order to increase our production capacity in the Brazilian market. We also plan to foster our commercial efforts in Chile and Bolivia by integrating the supply chain from our food production facilities located in the northern and western parts of Argentina and exporting tailor made products into both countries through our existing commercial offices. As part of these efforts, we will seek to leverage our existing relationships with customers with which we already do significant business in Uruguay and Chile. In addition, following the increase in milling capacity resulting from the Cargill Acquisition, we will seek to source more agricultural products in order to increase the production of our retail and branded industrial products and commercialize such products from our Retail Products and Branded Industrial Products segments into Brazil, Chile, Uruguay and Bolivia. We expect to continue to identify and opportunistically open new markets in countries or regions where we believe we have commercial, productive and/or logistical competitive advantages. We believe that the combination of our business strengths with our innovative product development strategy helps us to fulfill the changing needs of our customers while leveraging the efficiencies offered by our distribution model and vertically integrated production process. These capabilities are reinforced by our competitive advantage and generate steady and healthy financial returns. Table of Contents Investments We continuously make investments in our business to support our growth. In 2016, we have built our frozen product line facility in Carlos A. Spegazzini and also acquired Cargill's seven mills in Argentina. Frozen Food Product Line Facility in Carlos A. Spegazzini, Argentina In 2016, we invested approximately US$100 million in our modern and technologically-advanced Spegazzini facility. The facility's production lines and equipment serve our frozen food, biscuits, cookies and crackers and bread crumbs products business lines in our Retail Products segment and cover dough preparation and the storage of frozen food products through technologically-advanced hybrid automated lines for the production of both dry and frozen retail products including pizzas, bread for a variety of uses, croissants and pastries, muffins, doughnuts, crackers and bread crumbs. As the sales volume of our products produced in our Spegazzini facility continues to grow, we may plan an increase in its production capacity. Cargill Acquisition On August 31, 2016, we completed the Cargill Acquisition through which we acquired seven operating mills in Argentina, which have an installed milling capacity of 1.57 million tonnes of wheat per year. These mills have high fixed costs and low variable costs through which we believe we will experience significant synergies once they commence operations at full capacity as part of our Branded Industrial Products segment. The Cargill Acquisition offers us strategic benefits and the potential to realize what we believe will be significant synergies in part due to the geographic complementarity of the milling assets acquired with those we already own. Due to the costs currently associated with transportation, our mills in Argentina are economically attractive to our network of farmers. The mills acquired in the Cargill Acquisition resulted in little or no overlap with the geographic location of our existing mills. We believe that the additional capacity created by the Cargill Acquisition provides us with an opportunity to direct more of our industrial flour output in Argentina towards exports to other countries in the region, especially Brazil. The reliable supply of our Agro-Services and Sustainable Sourcing business as well as our extensive network of clients for our Branded Industrial Products segment and the growing demand of our Retail Products segment will allow us to improve the utilization rate of these mills in order to maximize their output and improve efficiency. We further believe that our logistical operations and our track record in operational efficiencies will improve output at the newly acquired mills over time. At the time of acquisition, the acquired mills had been operating at an average of 47.6% of their installed milling capacity for the eight-month period ended August 30, 2016. For the period from the closing of the Cargill Acquisition through November 30, 2016, the business comprised in the Cargill Acquisition contributed AR$566 million and AR$108 million, respectively, to the net sales and Adjusted Segment EBITDA for our Branded Industrial Products segment. Table of Contents Certain Operational and Financial Metrics The following sets forth certain operational and financial metrics that we use in evaluating our business and results of operation: For the Three-Month Period Ended February 28, For the Fiscal Year Ended November 30, 2018 2017 2016 2015 (unaudited) Argentina Increase (decrease) in GDP (unaudited) N/A 2.90% (1.80)% 2.65% Consolidated Metrics Total Net Sales Net of Pass-Through Sales (thousands of pesos) 5,135,438 20,876,599 22,956,936 15,580,462 Total Margin Before Operating Expenses (thousands of pesos) 1,495,680 6,433,598 7,235,613 4,945,430 Total Margin Before Operating Expenses / Net Sales (unaudited) 29.1% 30.8% 31.5% 31.7% Total Adjusted Segment EBITDA (unaudited) (thousands of pesos)(1) 502,549 2,428,518 2,276,759 1,092,616 Adjusted ROIC (unaudited)(2) N/M (c) 14.6% 20.4% 14.3% Retail Products Segment Sales Volume (tonnes) (unaudited)(13) 93,427 383,144 402,982 397,518 Retail Products Production (tonnes) (unaudited) 73,479 346,585 350,151 327,453 Total Retail Products Plants (unaudited)(3) 8 8 8 8 Installed Capacity (tonnes) (unaudited)(4) 147,763 555,390 486,300 446,114 Average Installed Capacity Utilization Rate (unaudited)(5) 50.0% 62.4% 72.0% 73.4% Net Sales (thousands of pesos)(6) 1,446,916 5,165,343 3,717,638 2,460,545 Margin Before Operating Expenses (thousands of pesos) (unaudited) 460,979 1,589,005 1,398,838 692,774 Margin Before Operating Expenses / Net Sales (unaudited) 31.9% 30.8% 37.6% 28.2% Adjusted Segment EBITDA (thousands of pesos)(7) 217,273 772,351 568,793 220,250 Adjusted Segment EBITDA Margin (unaudited)(8) 15.02% 14.95% 15.30% 8.95% Branded Industrial Products Segment Total Wheat Processed, Before Cargill Acquisition (tonnes) (unaudited) 1,108,907 1,108,975 Total Wheat Processed, Including Cargill Acquisition (tonnes) (unaudited)(9) 434,555 1,878,338 1,275,826 Total Flour Sales, Including Cargill Acquisition (tonnes) (unaudited)(14) 278,101 1,187,565 904,230 815,115 Branded Industrial Flour Plants (unaudited)(10) 17 17 16 9 Other Branded Industrial Plants (unaudited)(10) 2 2 2 2 Total Installed Wheat Mill Capacity Before Cargill Acquisition (tonnes) (unaudited)(4) 1,549,632 1,450,632 Total Installed Wheat Mill Capacity After Cargill Acquisition (tonnes) (unaudited)(4)(15) 854,516 3,362,348 3,118,656 Total Installed Mill Utilization Rate (unaudited)(11)(12) 51.0% 55.9% 71.6% 76.4% Net Sales (thousands of pesos)(6) 2,379,951 8,866,709 11,281,549 10,033,966 Margin Before Operating Expenses (thousands of pesos) (unaudited) 757,343 2,735,954 4,010,312 2,846,600 Margin Before Operating Expenses / Net Sales (unaudited) 31.82% 30.86% 35.5% 28.4% Adjusted Segment EBITDA(7) (thousands of pesos) 219,682 755,008 1,137,416 337,723 Adjusted Segment EBITDA Margin (unaudited)(8) 9.23% 8.52% 10.08% 3.37% Agro-Services and Sustainable Sourcing Segment Volume Bought from Farmers (tonnes) (unaudited) 1,189,447 4,849,597 5,112,811 5,447,172 Net Sales (thousands of pesos)(6) 1,308,571 6,844,547 7,957,749 3,085,951 Margin Before Operating Expenses (thousands of pesos) (unaudited) 277,358 2,108,639 1,826,463 1,406,056 Margin Before Operating Expenses / Net Sales (unaudited) 21.20% 30.81% 22.95% 45.56% Adjusted Segment EBITDA(7) (thousands of pesos) 65,594 901,159 570,550 534,643 Adjusted Segment EBITDA Margin (unaudited)(8) 5.01% 13.17% 7.17% 17.33% Table of Contents PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our Class B ordinary shares or ADSs. Before investing in our Class B ordinary shares or ADSs, you should read carefully
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2018/CIK0001718108_surface_prospectus_summary.txt b/parsed_sections/prospectus_summary/2018/CIK0001718108_surface_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2018/CIK0001718108_surface_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2018/CIK0001722854_vrio-corp_prospectus_summary.txt b/parsed_sections/prospectus_summary/2018/CIK0001722854_vrio-corp_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2018/CIK0001722854_vrio-corp_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2018/CIK0001724001_biosecurit_prospectus_summary.txt b/parsed_sections/prospectus_summary/2018/CIK0001724001_biosecurit_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c9b62f58d60a65f8fb2bced4fd4239c1311e6d97
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2018/CIK0001724001_biosecurit_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary provides a brief overview of the key aspects of our offering. It may not contain all of the information that is important to you. You should read the entire Prospectus carefully, including the more detailed information regarding our company, the risks of purchasing our common stock discussed under Risk Factors, and our financial statements and their accompanying notes. In this Prospectus, Axelerex, we, our, the Company or the Registrant refer to Axelerex Corp., unless the context otherwise requires. Unless otherwise indicated, the term fiscal year refers to our fiscal year ending June 30. Unless otherwise indicated, the term common stock refers to shares of the Company s common stock, par value $0.001 per share. The Company Axelerex Corp. was incorporated in the State of Nevada on August 30, 2017. Our offices are located at 30 Fritz-Kirsch-Zeile, Berlin, 12459, Germany We are a startup company with limited earnings to date and nominal operations and assets with a focus on early-stage business activities such as proof of concept development, small production and promoting our products. We intend strongly to tap into the fast growing market of visual information exchange. Since incorporation, management has developed a detailed business plan to provide customers with unique and innovative solution for their advertising, training and presentation needs. Our initial product comes in a form of highly customized short animation created in a technique and style that would make it stand out amongst common products of this type. These short animations, produced by our company, will help our customers to deliver desired information with a punch and in memorable and complete manner. Our aim is to develop Axelerex Corp. in phases. The first phase of development will focus on design solutions. The second phase will be production and further development of new and ever more unique animation solutions. We have identified our target market and obtained initial funding from Mr. Peredkov (our President and Director). We will require additional funding in order to pursue our business objectives; there is no guarantee that we will be successful in this regard. We will need to complete our offering in order to cover an estimated $15,500 in federal securities law compliance costs which includes $10,000 in accounting and auditing costs for the 12 month period following the effectiveness of our registration statement. Currently, our President devotes approximately fifteen hours a week to the Company. We will require the funds from this offering in order to fully implement our business plan (as discussed in the "Plan of Operation" section of this Prospectus). Our financial statements from inception (August 30, 2017) through June 30, 2018 have reported revenue of $ 1,606 . We anticipate incurring average quarterly operational costs of about $5,000 until our offering is completed. Investors should be aware that our independent auditors have issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern for the next 12 months. We currently do not have any written agreements in place for any investments or loans from third parties. We must raise cash to implement our projects and expand our operations. Investors must be aware that we do not have sufficient capital to independently finance our own plans. We have no arrangements or contingencies in place in the event of ceased operations, in which case investors would lose their entire investment. The Offering We are offering, on a self-underwritten basis, a total of 10,000,000 shares of the common stock of our Company at a price of $0.01 per share. This is a fixed price Offering. This Offering of shares will terminate 180 days from the effective date of this Prospectus, although we may close the Offering on any date prior if the Offering is fully subscribed. The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth. There is no minimum offering of the Axelerex shares; investors will not receive a return of their investment if all shares are not sold. The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, dated _____ __, 2018 PRELIMINARY PROSPECTUS AXELEREX CORP. 10,000,000 SHARES OF COMMON STOCK AT $0.01 PER SHARE This Prospectus relates to the offering by Axelerex Corp. ( Axelerex, we, our, the Company or the Registrant ) of a total of 10,000,000 shares (the Shares ) of our common stock on a "self-underwritten" basis at a fixed price of $0.01 per share. There is no minimum offering of the Axelerex shares. We are a new startup company with limited earnings focusing on early-stage business activities. This fact may impose some limitations on our shareholders ability to re-sell their shares in our company. Accordingly, investors should consider our shares to be a high-risk illiquid investment (see "Risk Factors" section). These securities involve a high degree of risk, and prospective purchasers should be prepared to sustain the loss of their entire investment. There is currently no public trading market for the securities. Management will have sole control over company s accounts. We have not made arrangements to place the funds in an escrow account with a third party escrow agent due to the costs involved. As a result, investors are subject to the risk that creditors could attach these funds during the offering process (see "Use of Proceeds" and "Plan of Distribution" sections) This is our initial public offering. Prior to this offering there has been no public market for our common stock and we have not applied for listing or quotation on any public market. After the effective date of the registration statement, we intend to list our common stock on the Over-The-Counter Bulletin Board (OTCBB), which is maintained by the Financial Industry Regulatory Authority, Inc. (FINRA). This Offering of shares will terminate 180 days from the effective date of this Prospectus, although we may close the Offering on any date prior if the Offering is fully subscribed. Our President will market our common stock and offer / sell the securities on our behalf. This is the best effort direct participation offering that will not utilize broker-dealer arrangement. No Officer or Director will receive any compensation for her/his role in selling shares in the offering. Our Director and his affiliates have not acted as promoters nor do they have a controlling interest in any other companies prior to Axelerex Corp. (either viable or dormant). The Company is considered an emerging growth company as defined in the Jumpstart Our Business Startups Act and will be subject to reduced public company reporting requirements.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2018/DBB_invesco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2018/DBB_invesco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..99036906b4f5698e9b6ffb4fec1c06f4854c8d3c
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2018/DBB_invesco_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary of material information contained or incorporated by reference in this Prospectus is intended for quick reference only and does not contain all of the information that may be important to you. For ease of reference, any references throughout this Prospectus to various actions taken by each of the Funds are actually actions that the Trust has taken on behalf of such respective Funds. The remainder of this Prospectus contains more detailed information. You should read the entire Prospectus, including the information incorporated by reference in this Prospectus, before deciding whether to invest in Shares of any Fund. Please see the section Incorporation by Reference of Certain Documents for information on how you can obtain the information that is incorporated by reference in this Prospectus. This Prospectus is dated November 15, 2018. The Trust and the Funds Invesco DB Multi-Sector Commodity Trust (the Trust ) was formed as a Delaware statutory trust, in seven separate series ( Funds ) on August 3, 2006. Each Fund issues common units of beneficial interest ( Shares ) which represent units of fractional undivided beneficial interest in and ownership of such Fund. The term of the Trust and each Fund is perpetual (unless terminated earlier in certain circumstances). The principal executive offices of the Trust and each Fund are located at c/o Invesco Capital Management LLC, 3500 Lacey Road, Suite 700, Downers Grove, IL 60515, and its telephone number is (800) 983-0903. As of the date of this Prospectus, the Trust consists of the following seven series Invesco DB Energy Fund, Invesco DB Oil Fund, Invesco DB Precious Metals Fund, Invesco DB Gold Fund, Invesco DB Silver Fund, Invesco DB Base Metals Fund and Invesco DB Agriculture Fund. This Prospectus is for each of the Funds listed in the prior sentence, except for Invesco DB Silver Fund and Invesco DB Agriculture Fund. Information regarding the offered Funds (including any other additional series of the Trust) and both Invesco DB Silver Fund and Invesco DB Agriculture Fund (neither of which is offered by this Prospectus) is available at www.invesco.com/ETFs. Shares Listed on the NYSE Arca The Shares of each Fund are listed on the NYSE Arca under the following symbols: Invesco DB Energy Fund DBE; Invesco DB Oil Fund DBO; Invesco DB Precious Metals Fund DBP; Invesco DB Gold Fund DGL; and Invesco DB Base Metals Fund DBB. Secondary market purchases and sales of Shares are subject to ordinary brokerage commissions and charges. Purchases and Sales in the Secondary Market on the NYSE Arca Individual Shares of each Fund may be purchased and sold only on the NYSE Arca. Because the Shares will trade at market prices, rather than the net asset value ( NAV ) of a Fund, Shares may trade at prices greater than NAV of such Fund (at a premium), at NAV, or less than NAV (at a discount). Baskets may be created or redeemed directly with each Fund only by Authorized Participants. It is expected that Baskets in a Fund will be created when the market price per Share in such Fund is at a premium to the NAV per Share. Similarly, it is expected that Baskets in a Fund will be redeemed when the market price per Share of such Fund is at a discount to the NAV per Share. Retail investors seeking to purchase or sell Shares on any day are expected to effect such transactions in the secondary market, on the NYSE Arca, at the market price per Share. The market price of the Shares of a Fund may not be identical to the NAV per Share, but these valuations are expected to be very close. Investors are able to use the intra-day indicative value ( IIV ) per Share to determine if they want to purchase in the secondary market via the NYSE Arca. The IIV per Share of each Fund is based on the prior day s final Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer , accelerated filer , smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (check one). Invesco DB Energy Fund Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. Invesco DB Oil Fund Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. Invesco DB Precious Metals Fund Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. Invesco DB Gold Fund Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. Invesco DB Base Metals Fund Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Securities being included in this registration statement Earlier Registration Statements Numbers Unsold Number of Shares from Earlier Registration Statement Offered1, Filing Fee paid for Unsold Shares1 Invesco DB Energy Fund Common Units of Beneficial Interest 333-209437-05 22,000,000 $31,635.25 Invesco DB Oil Fund Common Units of Beneficial Interest 333-209437-04 81,600,000 $75,270.06 Invesco DB Precious Metals Fund Common Units of Beneficial Interest 333-209437-01 22,400,000 $50,434.28 Invesco DB Gold Fund Common Units of Beneficial Interest 333-209437-02 15,400,000 $35,893.79 Invesco DB Base Metals Fund Common Units of Beneficial Interest 333-209437-03 27,000,000 $37,292.48 (1) Pursuant to the provisions of Rule 415(a)(6) under the Securities Act of 1933, as amended, the issuer is including on this new registration statement both the unsold Shares and the filing fees paid in connection with such unsold Shares that was covered by the earlier registration statements, as provided in the table above. The filing fees in the above table will continue to be applied to such unsold Shares. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Shares will trade at market prices, rather than the NAV of each Fund, Shares may trade at prices greater than NAV (at a premium), at NAV, or less than NAV (at a discount). Authorized Participants will not receive from any Fund, the Managing Owner or any of their affiliates, any fee or other compensation in connection with their sale of Shares to the public. An Authorized Participant may receive commissions or fees from investors who purchase Shares through their commission or fee-based brokerage accounts. In addition, the Managing Owner pays a distribution services fee to Invesco Distributors, Inc. and pays a marketing services fee to Deutsche Investment Management Americas Inc. ( DIMA ) without reimbursement from the Trust or any Fund. For more information regarding items of compensation paid to Financial Industry Regulatory Authority, Inc. ( FINRA ) members, please see the Plan of Distribution section on page 128. These securities have not been approved or disapproved by the U.S Securities and Exchange Commission ( SEC ) or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense. None of the Funds is a mutual fund or any other type of investment company within the meaning of the Investment Company Act of 1940, as amended, and is not subject to regulation thereunder. THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THESE POOLS NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT. November 15, 2018 Table of Contents NAV, adjusted four times per minute throughout the trading day to reflect the price changes of the Fund s holdings. As a result, the IIV provides a continuously updated estimate of each Fund s NAV per Share. Retail investors may purchase and sell Shares through traditional brokerage accounts. Purchases or sales of Shares may be subject to brokerage commissions. Investors are encouraged to review the terms of their brokerage accounts for applicable charges. Pricing Information Available on the NYSE Arca and Other Sources The intra-day data, including the IIV, is published once every fifteen seconds throughout each trading day. The Index Sponsor (as defined herein) calculates and publishes the closing level of the Indexes daily. The Managing Owner publishes the NAV of each Fund and the NAV per Share of each Fund daily. All of the foregoing information is published as follows: Intra-Day Index Level Symbols and IIVs Per Share Symbols Invesco DB Energy Fund. The intra-day index level of the DBIQ-OY Energy ER is published under the symbol DBENIX. The IIV per Share of Invesco DB Energy Fund is published under the symbol DBE.IV. Invesco DB Oil Fund. The intra-day index level of the DBIQ-OY CL ER is published under the symbol DBOLIX. The IIV per Share of Invesco DB Oil Fund is published under the symbol DBO.IV. Invesco DB Precious Metals Fund. The intra-day index level of the DBIQ-OY Precious Metals ER is published under the symbol DBPMIX. The IIV per Share of Invesco DB Precious Metals Fund is published under the symbol DBP.IV. Invesco DB Gold Fund. The intra-day index level of the DBIQ-OY GC ER is published under the symbol DGLDIX. The IIV per Share of Invesco DB Gold Fund is published under the symbol DGL.IV. Invesco DB Base Metals Fund. The intra-day index level of the DBIQ-OY Industrial Metals ER is published under the symbol DBBMIX. The IIV per Share of Invesco DB Base Metals Fund is published under the symbol DBB.IV. The current trading price per Share of each Fund (quoted in U.S. dollars) is published continuously under its ticker symbol as trades occur throughout each trading day on the consolidated tape, Reuters and/or Bloomberg and on the Managing Owner s website at www. invesco.com/ETFs, or any successor thereto. The most recent end-of-day closing level of each Index is published under its own symbol as of the close of business for the NYSE Arca each trading day on the consolidated tape, Reuters and/or Bloomberg and on the Managing Owner s website at www.invesco.com/ETFs, or any successor thereto. The most recent end-of-day NAV of each Fund is published under its own symbol as of the close of business on Reuters and/or Bloomberg and on the Managing Owner s website at www.invesco.com/ETFs, or any successor thereto. In addition, the most recent end-of-day NAV of each Fund is published under its own symbol the following morning on the consolidated tape. End-of-Day Index Closing Level Symbols; End-of-Day NAV Symbols Invesco DB Energy Fund. The end-of-day closing level of the DBIQ-OY Energy ER is published under the symbol DBCMYEEN. The end-of-day NAV of Invesco DB Energy Fund is published under the symbol DBE.NV. Invesco DB Oil Fund. The end-of-day closing level of the DBIQ-OY CL ER is published under the symbol DBCMOCLE. The end-of-day NAV of Invesco DB Oil Fund is published under the symbol DBO.NV. Invesco DB Precious Metals Fund. The end-of-day closing level of the DBIQ-OY Precious Metals ER is published under the symbol Table of Contents COMMODITY FUTURES TRADING COMMISSION RISK DISCLOSURE STATEMENT YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL. FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THESE POOLS AT PAGE 81 AND A STATEMENT OF THE PERCENTAGE RETURNS NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 31. THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN ANY OF THESE COMMODITY POOLS. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN ANY OF THESE COMMODITY POOLS, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGES 15 THROUGH 29. YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED. THIS PROSPECTUS DOES NOT INCLUDE ALL OF THE INFORMATION OR EXHIBITS IN THE REGISTRATION STATEMENT OF THE TRUST OR FUNDS. YOU CAN READ AND COPY THE ENTIRE REGISTRATION STATEMENT AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC IN WASHINGTON, D.C. THE FUNDS FILE QUARTERLY AND ANNUAL REPORTS WITH THE SEC. YOU CAN READ AND COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE FACILITIES IN WASHINGTON, D.C. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION. THE FILINGS OF THE TRUST AND FUNDS ARE POSTED AT THE SEC WEBSITE AT HTTP://WWW.SEC.GOV. REGULATORY NOTICES NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION Table of Contents DBCMYEPM. The end-of-day NAV of Invesco DB Precious Metals Fund is published under the symbol DBP.NV. Invesco DB Gold Fund. The end-of-day closing level of the DBIQ-OY GC ER is published under the symbol DBCMOGCE. The end-of-day NAV of Invesco DB Gold Fund is published under the symbol DGL.NV. Invesco DB Base Metals Fund. The end-of-day closing level of the DBIQ-OY Industrial Metals ER is published under the symbol DBCMYEIM. The end-of-day NAV of Invesco DB Base Metals Fund is published under the symbol DBB.NV. All of the foregoing information with respect to each Index, including each Index s history, is also published at https://index.db.com. The Index Sponsor obtains information for inclusion in, or for use in the calculation of, the Indexes from sources the Index Sponsor considers reliable. None of the Index Sponsor, the Managing Owner, the Funds or any of their respective affiliates accepts responsibility for or guarantees the accuracy and/or completeness of any of the Indexes or any data included in any of the Indexes. Information on the Managing Owner s website shall not be deemed to be a part of this Prospectus or incorporated by reference herein unless otherwise expressly stated. CUSIP Numbers The CUSIP number of Invesco DB Energy Fund is 46140H304. The CUSIP number of Invesco DB Oil Fund is 46140H403. The CUSIP number of Invesco DB Precious Metals Fund is 46140H502. The CUSIP number of Invesco DB Gold Fund is 46140H601. The CUSIP number of Invesco DB Base Metals Fund is 46140H700.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2018/OSS_one-stop_prospectus_summary.txt b/parsed_sections/prospectus_summary/2018/OSS_one-stop_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2018/OSS_one-stop_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2018/UXIN_uxin-ltd_prospectus_summary.txt b/parsed_sections/prospectus_summary/2018/UXIN_uxin-ltd_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8105d422443811b274111b7e161a9fcaab553e52
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2018/UXIN_uxin-ltd_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in the ADSs discussed under "Risk Factors," before deciding whether to invest in the ADSs. This prospectus contains information from an industry report dated May 11, 2018 commissioned by us and prepared by iResearch, an industry report dated February 5, 2018 commissioned by us and prepared by China Insights Consultancy, an industry survey dated April 2018 commission by us and prepared by Ipsos, each an independent research firm, to provide information regarding our industry and our market position. Overview We are the largest used car e-commerce platform in China in terms of both the number of transactions facilitated and total GMV in 2017, according to iResearch. As the destination for online used car transactions in China, we make it possible for consumers to buy cars from dealers, and for dealers to buy cars from other dealers and consumers, through an innovative integrated online and offline platform. Our mission is to enable people to buy the car of their choice. Both consumers and businesses in China face significant challenges in buying and selling used cars, such as access to a limited number of vehicles, incomplete and unreliable information about vehicles, and complex transaction processes. Our platform addresses these issues by enabling consumers and businesses to discover, evaluate and transact in used cars throughout China, providing a reliable and one-stop transaction experience. Our platform consists of two highly synergistic businesses: Uxin Used Car (" "): our 2C business catering to consumer buyers, primarily provides consumers with customized car recommendations, financing, title transfer, delivery, insurance referral, warranty and other related services; and Uxin Auction (" "): our 2B business catering to business buyers, primarily provides businesses with a comprehensive suite of solutions, helping them source vehicles, optimizing their turnover and facilitating cross-regional transactions. Since our founding, both Uxin Used Car and Uxin Auction have achieved significant success. They possessed market shares of 41% and 42% in terms of GMV in the online 2C and 2B used car markets in China in 2017, compared to 32% and 40% in 2016, respectively, according to iResearch. We have transformed used car commerce in China through our innovative integrated online and offline approach that addresses each step of the transaction and covers the entire value chain. Our highly scalable online platform allows sellers to reach a broad audience and ensures that users have access to an extensive nationwide selection of used cars. Our offline infrastructure allows us to provide services that are important to enabling transactions, such as the inspection, title transfer and delivery of vehicles, in-person consultation and other after-sale services. In particular, our inspection capabilities allow us to collect proprietary data, images and videos of vehicles and generate accurate car condition reports that allow for standardized comparisons, which are crucial to our users' online purchase decision-making processes. With a significant amount of data on buyers, sellers, vehicles and transactions on our platform, we are able to continue to innovate and improve our services to meet the varied needs of our users. Together, our services provide users with the superior experience and peace of mind that our brand embodies, in fact, our name Uxin (" ") translates to quality and trust in Chinese. AMENDMENT NO. 3 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents Our comprehensive services are built upon a number of critical foundations, including proprietary technology and data analytics capabilities, an extensive service network and unique transaction enablement capabilities. Data and Technology: Our patented industry-leading car inspection system, Check Auto (" "), provides a comprehensive overview of a used car's condition, while our AI- and big data-driven Manhattan pricing engine evaluates a car's condition and provides buyers and sellers with pricing insights. Our Manhattan pricing engine also enables us to bottom forecast the residual value of vehicles. By leveraging both the Manhattan pricing engine and our proprietary Sunny risk control system, which makes credit assessments on prospective borrowers, we are able to effectively monitor car collateral and manage our risk exposure. Currently, our AI-enabled credit assessment system could automatically process approximately 80% of auto loan applications. In addition, based on the plethora of data we have on our users' browsing history, behavior and preferences, our Lingxi (" ") smart selection system provides highly personalized recommendations to consumers, making it more likely for them to find the car of their choice. Uxin Service Network: As of March 31, 2018, we had a nationwide network of over 670 service centers across more than 270 cities that provides consumer buyers and sellers with services and assistance at each step of the transaction cycle. We believe our physical presence in consumers' neighborhoods provides them with convenient access to our services, allowing us to further cement our relationship with them. We also operate seven regional transaction centers to support transactions in our 2B business. Uxin Transaction Enablement Capabilities: Our unique transaction enablement capabilities currently cover more than 200 cities and consist of our nationwide delivery and fulfillment network, title transfer services and industry-leading warranty program. Our title transfer service handles a potentially time-consuming and complex process for our buyers. Our warranty program provides consumers with comprehensive after-sale protection. We collaborate with a large number of third-party partners to provide financing products, insurance, and other services through our platform. For example, our financing partners assess buyers' credit and fund loans facilitated through our platform. This improves the transaction experience for our buyers and allows us to establish ongoing relationships with our customers to serve them for other after-sale needs including their next car purchase. As our platform grows, more buyers tend to attract more sellers, which in turn engages additional buyers across a broader selection of used cars, driving significant network effects. In addition, more buyers and sellers will attract more third-party service partners and expand the offerings on our platform, forming a more vibrant ecosystem. Since our inception in 2011, we have witnessed significant growth in our business. The total number of used cars sold through our platform has increased from 377,777 in 2016 to 634,317 in 2017, representing a 67.9% increase, and from 102,098 in the first three months of 2017 to 165,003 in the first three months of 2018, representing a 61.6% increase. The total GMV of our platform has grown from RMB26.0 billion in 2016 to RMB43.4 billion (US$6.9 billion) in 2017, representing a 67.0% increase, and from RMB7.9 billion in the first three months of 2017 to RMB11.6 billion (US$1.9 billion) in the first three months of 2018, representing a 47.8% increase. We generate revenues primarily through fees for transaction facilitation and auto loan facilitation services. Our total revenues grew to RMB1,951.4 million (US$298.6 million) in 2017, representing an increase of 136.7% from 2016. For the three months ended March 31, 2018, our total revenues was RMB649.4 million (US$103.3 million), representing an increase of 93.2% over the same period in 2017. Our net loss was RMB2,747.8 million (US$420.5 million) in 2017, compared to RMB1,392.9 million in 2016. Our net loss was RMB839.4 million (US$133.5 million) in the first three months of 2018, compared to RMB510.8 million in the first three months of 2017. Our adjusted net loss, a non-GAAP measure defined as net loss excluding share-based compensation and fair value change of derivative Uxin Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) Table of Contents liabilities was RMB1,696.1 million (US$259.6 million) in 2017, compared to RMB1,050.4 million in 2016, and RMB478.0 million (US$76.0 million) in the first three months of 2018, compared to RMB430.4 million in the first three months of 2017. See "Summary Consolidated Financial and Operating Data Non-GAAP Financial Measure." Our Strengths We believe that the following competitive strengths contribute to our success and differentiate us from our competitors: largest used car e-commerce platform in China; innovative integrated online and offline business model; superior transaction experience; transaction-centric platform with multiple service opportunities; strong data analytics capabilities and proprietary technology; and visionary and experienced management team with proven track record. Our Strategies We intend to execute the following strategies to further expand our business: continue to expand nationwide footprint; further improve user experience; capture additional service opportunities; reinforce technology leadership through innovation; and selectively pursue strategic alliance, investment and acquisition opportunities. Our Challenges Our ability to achieve our mission and execute our strategies is subject to risks and uncertainties, including those relating to our ability to: provide differentiated and superior customer experience; maintain and enhance customer trust in our platform; compete successfully; assess and mitigate various risks, including credit; achieve profitability and generate positive operating cash flow; manage our rapid growth and implement our business strategies; maintain and expand relationships with our business partners, including financing partners; comply with applicable laws and regulations; and maintain and upgrade our technology capabilities. See
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ABNB_airbnb-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ABNB_airbnb-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c1084c94b9ffdd079e0dd333b221077570340337
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ABNB_airbnb-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors, Special Note Regarding Forward-Looking Statements, and Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms Airbnb, the company, we, us, and our in this prospectus refer to Airbnb, Inc. and its consolidated subsidiaries. Airbnb, Inc. We are eager to tell you the story of Airbnb. Before we start, we want to acknowledge the serious impact of the COVID-19 pandemic on people s health, safety, and economic well-being. Given this backdrop, we feel incredibly fortunate to be able to tell our story. In it, we will explain how we are addressing today s challenges, as well as how we are focusing on the opportunities ahead. Our goal is to build an enduring business, and we want to tell you about it, starting at the beginning. The Beginning Airbnb started with two designers trying to solve a problem: how to pay their rent. The year was 2007. Brian and Joe two of our founders and friends from design school were looking for a way to cover the cost of their San Francisco apartment. That week, they saw an opportunity. An international design conference was coming to town, and every hotel was sold out. They quickly created a website, AirBedandBreakfast.com, with the hope of renting airbeds in their apartment to attendees of the conference. Three designers, Michael, Kat, and Amol, took them up on their offer and became the first guests of Brian and Joe, our first hosts. When Brian and Joe told people what they were doing, they thought the idea sounded crazy. Strangers will never stay in each other s homes, they said. But something unexpected happened that first weekend. Brian and Joe treated their guests like old friends from out of town, connecting them to a unique slice of San Francisco that they could never have experienced on their own. Michael, Kat, and Amol came as outsiders, but left feeling like locals. The experience left Brian and Joe feeling something special too the excitement of sharing the city they loved and seeing their guests form a deep connection to it. Brian and Joe started thinking: maybe there were more people like Michael, Kat, and Amol who would like to travel this way and more people who would like to host this way. These are the ideas that Airbnb was founded on. In 2008, Nate, a software engineer, joined Brian and Joe, and together the three founders took on a bigger design problem: how do you make strangers feel comfortable enough to stay in each other s Table of Contents Subject to Completion, dated December 7, 2020 The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Class A Common Stock 51,551,723 Shares This is an initial public offering of shares of Class A common stock of Airbnb, Inc. We are offering 50,000,000 shares of our Class A common stock. The selling stockholders identified in this prospectus are offering 1,551,723 shares of Class A common stock. We will not receive any of the proceeds from the sale of shares by the selling stockholders. Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price will be between $56.00 and $60.00 per share. We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol ABNB. We have four series of common stock, Class A, Class B, Class C, and Class H common stock (collectively, our common stock ). The rights of holders of Class A, Class B, Class C, and Class H common stock are identical, except voting and conversion rights, and with respect to our Class H common stock, redemption rights. Each share of Class A common stock is entitled to one vote, each share of Class B common stock is entitled to 20 votes and is convertible at any time into one share of Class A common stock, each share of Class C common stock is entitled to no votes, and each share of Class H common stock is entitled to no votes and will convert into a share of Class A common stock on a share-for-share basis upon the sale of such share of Class H common stock to any person or entity that is not our subsidiary. Holders of our outstanding shares of Class B common stock will beneficially own 81.6% of our outstanding capital stock and represent 99.0% of the voting power of our outstanding capital stock immediately following this offering, with our directors, executive officers, and 5% stockholders and their respective affiliates beneficially owning 49.0% of our outstanding capital stock as a group, representing approximately 58.8% of the voting power. See the section titled Description of Capital Stock. Investing in our Class A common stock involves risks. See the section titled Risk Factors beginning on page 31. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to us, before expenses $ $ Proceeds to selling stockholders, before expenses $ $ (1) See the section titled Underwriting for a description of the compensation payable to the underwriters. At our request, the underwriters have reserved up to 3,500,000 shares of Class A common stock, or up to 7.0% of the shares offered by us in this offering, for sale at the initial public offering price through a directed share program to eligible hosts on our platform and certain individuals identified by our officers and directors. See the section titled Underwriting Directed Share Program. We have granted to the underwriters the option for a period of 30 days to purchase up to an additional 5,000,000 shares of Class A common stock from us on the same terms as set forth above. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of Class A common stock to purchasers on , 2020. Morgan Stanley Goldman Sachs & Co. LLC Allen & Company LLC BofA Securities Barclays Citigroup BNP PARIBAS Mizuho Securities Credit Suisse Deutsche Bank Securities Jefferies Wells Fargo Securities Baird Canaccord Genuity Cowen D.A. Davidson & Co. JMP Securities KeyBanc Capital Markets Needham & Company Oppenheimer & Co. Piper Sandler Raymond James Stifel Wedbush Securities William Blair Academy Securities Blaylock Van, LLC CastleOak Securities, L.P. C.L. King & Associates Guzman & Company Loop Capital Markets MFR Securities, Inc. Mischler Financial Group, Inc. Ramirez & Co., Inc. Siebert Williams Shank Telsey Advisory Group Tigress Financial Partners Prospectus dated , 2020 Table of Contents homes? The key was trust. The solution they designed combined host and guest profiles, integrated messaging, two-way reviews, and secure payments built on a technology platform that unlocked trust, and eventually led to hosting at a global scale that was unimaginable at the time. 13 Years Later Today, the idea does not seem so crazy after all. Our more than 4 million hosts now offer everything from a private room in their home to luxury villas, from one night to several months at a time. Hosting has expanded from homes to now include experiences that can be taken in cities all over the world, or even online. In more than 220 countries and regions around the world, our hosts have welcomed over 825 million guest arrivals and have cumulatively earned over $110 billion. Airbnb has become synonymous with one-of-a-kind travel on a global scale. Looking back over the past 13 years, we have done something we hope is even more meaningful: we have helped millions of people satisfy a fundamental human need for connection. And it is through this connection that people can experience a greater sense of belonging. This is at the root of what brought people to Airbnb and is what continues to bring people back. A New Category Travel is one of the world s largest industries, and its approach has become commoditized. The travel industry has scaled by offering standardized accommodations in crowded hotel districts and frequently-visited landmarks and attractions. This one-size-fits-all approach has limited how much of the world a person can access, and as a result, guests are often left feeling like outsiders in the places they visit. Airbnb has enabled home sharing at a global scale and created a new category of travel. Instead of traveling like tourists and feeling like outsiders, guests on Airbnb can stay in neighborhoods where people live, have authentic experiences, live like locals, and spend time with locals in approximately 100,000 cities around the world. In our early days, we described this new type of travel with the tagline Travel like a human. Today, people simply refer to it with a single word: Airbnb. Hosting is at the Center Hosting is the foundation of the Airbnb experience. Airbnb enables hosts to provide guests access to a vast world of unique homes and experiences that were previously inaccessible, or even undiscovered. The role of the host is about more than opening their door. A great host enables guests to find a deeper connection to the places they visit and the people who live there. What began with our hosts sharing their spare bedrooms on Airbnb in a few large cities has grown into hosts listing spaces of all kinds, in communities of all sizes, in nearly every corner of the world. Today, hosts even share their interests and talents through Airbnb Experiences. We believe that we have just scratched the surface of the opportunities that hosting provides. There are many more ways people will want to connect with each other and the world around them, and so we will continue to design and enable new ways to host. No matter what form it takes, hosting will be at the center of Airbnb. Table of Contents In the beginning, two friends opened their door. Table of Contents Guests are Members of Our Community Our hosts have welcomed hundreds of millions of guest arrivals through Airbnb. Our guests are not transactions they are engaged, contributing members of our community. Once they become a part of Airbnb, guests actively participate in our community, return regularly to our platform to book again, and recommend Airbnb to others who then join themselves. This demand encourages new hosts to join, which in turn attracts even more guests. It is a virtuous cycle guests attract hosts, and hosts attract guests. A Resilient Model In early 2020, as COVID-19 disrupted travel across the world, Airbnb s business declined significantly. But within two months, our business model started to rebound even with limited international travel, demonstrating its resilience. People wanted to get out of their homes and yearned to travel, but they did not want to go far or to be in crowded hotel lobbies. Domestic travel quickly rebounded on Airbnb around the world as millions of guests took trips closer to home. Stays of longer than a few days started increasing as work-from-home became work-from-any-home on Airbnb. We believe that the lines between travel and living are blurring, and the global pandemic has accelerated the ability to live anywhere. Our platform has proven adaptable to serve these new ways of traveling. And just as when Airbnb started during the Great Recession of 2008, we believe that people will continue to turn to hosting to earn extra income. In light of the evolving nature of COVID-19 and the uncertainty it has produced around the world, we do not believe it is possible to predict COVID-19 s cumulative and ultimate impact on our future business, results of operations, and financial condition. COVID-19 has materially adversely affected our recent operating and financial results and is continuing to materially adversely impact our long-term operating and financial results. However, we believe that as the world recovers from this pandemic, Airbnb will be a vital source of economic empowerment for millions of people. We have experienced rapid growth since our founding. In 2019, we generated Gross Booking Value ( GBV ) of $38.0 billion, representing growth of 29% from $29.4 billion in 2018, and revenue of $4.8 billion, representing growth of 32% from $3.7 billion in 2018. During the nine months ended September 30, 2020, our business was materially impacted by the global COVID-19 pandemic, with GBV of $18.0 billion, down 39% year over year and revenue of $2.5 billion, down 32% year over year. We generated $1.0 billion of net cash provided by operating activities and incurred $507.0 million of purchases of property and equipment cumulatively from January 1, 2011 through December 31, 2019, resulting in cumulative positive Free Cash Flow of $520.1 million during the same period. We believe that we are still early in the global shift in consumer preferences toward one-of-a-kind stays and experiences, which provides an opportunity to further grow our community and business. As a result, we have consistently reinvested the Free Cash Flow that we have generated to meet our business needs and expand our operations. During 2019, net cash provided by operating activities was $222.7 million and Free Cash Flow was $97.3 million, compared to net cash provided by operating activities of $595.6 million and Free Cash Flow of $504.9 million in 2018. In addition, during 2019, we had a net loss of $674.3 million and Adjusted EBITDA of $(253.3) million, compared to a net loss of $16.9 million and Adjusted EBITDA of $170.6 million in 2018. During the nine months ended Table of Contents Brian and Joe, our first hosts. Table of Contents September 30, 2020, our business was materially impacted by COVID-19, with net cash used in operating activities of $490.6 million, a decrease of $909.7 million year over year; Free Cash Flow of $(520.1) million, a decrease of $839.9 million year over year; net loss of $696.9 million, a decrease of $374.1 million year over year; and Adjusted EBITDA of $(230.2) million, a decrease of $253.3 million year over year. See the section titled Selected Consolidated Financial and Other Data Non-GAAP Financial Measures for a reconciliation of Adjusted EBITDA and Free Cash Flow to net loss and net cash provided by (used in) operating activities, respectively, the most directly comparable financial measures calculated in accordance with U.S. generally accepted accounting principles ( GAAP ). Serving Our Stakeholders Airbnb has five stakeholders and is designed with all of them in mind. Along with employees and shareholders, we serve hosts, guests, and the communities in which they live. We intend to make long-term decisions considering all of our stakeholders because their collective success is key for our business to thrive. Below, we will share more about our hosts, our guests, our communities, and how we serve them. Our Hosts Who are our hosts? Airbnb s hosts are the foundation of our community and business. It is their individuality that makes Airbnb unique. From schoolteachers to artists, our hosts span more than 220 countries and regions and approximately 100,000 cities, and 55% of our hosts are women. As of September 30, 2020, we had over 4 million hosts around the world, with 86% of hosts located outside of the United States. Our hosts had 7.4 million available listings of homes and experiences as of September 30, 2020, of which 5.6 million were active listings. We consider a listing of a home or an experience to be an active listing if it is viewable on Airbnb and has been previously booked at least once on Airbnb. In 2019, 84% of our revenue resulted from stays with existing hosts who had completed at least one guest check-in event (a check-in ) on or before December 31, 2018. Our hosts largely come to us organically with 75% of our hosts coming directly to our platform to sign up to host in 2019. In 2019, we added more hosts than any year in our history with 23% of our new hosts first starting out as guests on Airbnb. Why do they host? Our hosts have multiple motivations for hosting on Airbnb: Hosts can earn extra income. In a 2019 survey of hosts that we conducted, half of our hosts told us that the supplemental income they generated helped them afford to stay in their homes. Hosts can connect guests to their communities. In the same survey, of the hosts who made recommendations, 87% said that they recommend local restaurants and cafes to their guests, and 82% said they recommend businesses that are locally owned. Table of Contents Table of Contents Hosts can share their skills and passions. Airbnb Experiences allow our hosts to not only share their homes with guests, but also their skills and passions by offering authentic activities in over 1,000 cities around the world. What do we provide our hosts? Airbnb is more than just a distribution channel we are an enablement platform for our more than 4 million hosts. We have designed our platform to empower anyone to become a host and give them what they need to be successful and deliver a high quality experience. Global demand. Because of strong demand from guests around the world, for active listings in 2019 that were new to our platform, 50% received a booking within 4 days of becoming available, and 75% received a booking within 16 days of becoming available. Activation and merchandising. Our product makes it easy for a new host to create, activate, and merchandise their new listing, and we also provide recommendations and tools for hosts to attract incremental demand. Pricing. While hosts set their own prices, we provide hosts with Smart Pricing tools that suggest prices for their listings, and we also provide data insights that include how host occupancy rates compare to other listings on our platform. Scheduling. Hosts can easily manage their calendars and accept, track, and manage their upcoming reservations on our website and mobile apps. Payments. We facilitate all payments on our platform: collecting payments from guests and processing payments to hosts. We also provide tools to hosts to manage and track their earnings. Community support. We have a global community support team to help with issues that arise before, during, or after a stay or experience. Host protections. Our host protections include property damage protection and liability coverage. In addition, our trust and safety initiatives include risk scoring, watchlist and background checks, fraud and scam prevention, secure messaging, secure payments, and minimum age requirements. Reviews and feedback. Our platform builds trust by enabling hosts and guests to learn from each other through the reviews they leave following each stay or experience. Superhost program. Our Superhost program recognizes our most active and high-quality hosts. Superhosts typically enjoy higher occupancy rates because guests value the hospitality, quality, and reliability they offer. Our Guests Who are our guests? From young people to retirees, our guests come from a range of cultures and places. They seek everything from budget stays to luxury accommodations in large cities to remote villages. What they often have in common is a curiosity about the world and open-mindedness to other people and cultures. Table of Contents Thirteen years later, four million Airbnb hosts have opened theirs. Table of Contents In 2019, 54 million active bookers worldwide booked 327 million nights and experiences on our platform, and since our founding, there have been over 825 million guest arrivals on Airbnb. Most of our guests discover Airbnb organically, with approximately 91% of all traffic to Airbnb coming through direct or unpaid channels during the nine months ended September 30, 2020. Guests are highly engaged and contribute value for hosts and other guests: over 68% of guests left reviews of their stays in 2019, and collectively, hosts and guests have written more than 430 million cumulative reviews as of September 30, 2020. Many of these guests return to our platform; during 2019, 69% of our revenue was generated by stays from repeat guests. Why do guests choose Airbnb? Guests can be hosted. Whether guests stay with a host or have a home all to themselves, they can experience the cities they visit the same way locals do. Guests can visit real neighborhoods. From visiting local neighborhood coffeehouses, shops, grocers, restaurants, bakeries, parks, hikes, and bike paths, guests can feel like part of a local community and discover a world right outside their door. Guests can stay in unique spaces. We believe we offer more unique homes than any other platform and that the majority of our listings, from igloos to treehouses, and castles to boats, are only available on Airbnb. Guests can feel at home. Spaces on Airbnb have all the amenities of a place you can call home, such as living rooms, kitchens, and backyards. Guests can find superior value. Based on our survey data, a majority of guests tell us they choose Airbnb to save money while traveling, as listings on Airbnb often provide greater value through more space and amenities than options like chain hotels that typically provide only single rooms. Guests can take any type of trip. From nearby stays to international vacations, family gatherings to corporate meetings, and weekend getaways to multi-month stays, Airbnb offers a wide range of accommodations for all types of trips. Guests can stay anywhere. Our hosts offer listings for guests in approximately 100,000 cities, many of which are not served by hotels, and according to a report that we commissioned in 2018, even in popular destinations, at least two-thirds of our guest arrivals take place outside of traditional tourist districts. Guests can have authentic experiences. From making handmade pasta in Rome to studying music history in Havana, Airbnb Experiences offer tens of thousands of experiences in communities around the world. Guests can rely on a trusted platform. Guests can rely on reviews to give them confidence about what they are booking, community support to help with issues arising before, during, or after a stay or experience, as well as our guest refund policy that Airbnb will rebook or refund a guest if a listing does not meet our hosting standards. Table of Contents Table of Contents Page Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ACEL_accel_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ACEL_accel_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a99135e8e33d8f3c1127389e61060f3470315f95
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ACEL_accel_prospectus_summary.txt
@@ -0,0 +1 @@
+Table of Contents sports betting, sweepstakes and poker machines not located in casinos, horse racetracks, including those featuring slot machines and/or table games, fantasy sports, real money iGaming, and other forms of gaming, such as, Internet-based lotteries, sweepstakes, and fantasy sports, and Internet-based or mobile-based gaming platforms, which allow their players to wager on a wide variety of sporting events and/or play casino games from home or in non-casino settings. This could divert players from using Accel s products in licensed establishment partners, and adversely affect its business. Even Internet wagering services that are illegal under federal and state law but operate from overseas locations, may nevertheless be accessible to domestic gamblers and divert players from visiting licensed establishment partners to play on Accel s VGTs. The availability of competing gaming activities could increase substantially in the future. Voters and state legislatures may seek to supplement traditional tax revenue sources of state governments by authorizing or expanding gaming in Illinois, adjacent states or jurisdictions where Accel plans to operate in the future, such as Pennsylvania or Georgia. For example, on June 2, 2019, the Illinois legislature passed a significant gaming expansion bill authorizing the addition of multiple casinos to the state, including a casino in Chicago, permitting slot and table games at three horse racetracks, adding slot machines to two airports and creating licensing criteria for those eligible to provide sports betting services. In addition, other jurisdictions are considering or have already recently legalized, implemented and expanded gaming, and there are proposals across the country that would legalize Internet poker and other varieties of Internet gaming in a number of states and at the federal level. For example, Pennsylvania recently enacted legislation allowing regulated online poker and casino-style games within the commonwealth and legalizing sports betting in casinos. In addition, established gaming jurisdictions could award additional gaming licenses or permit the expansion or relocation of existing gaming operations (including VGTs). See Accel s revenue growth and future success depends on its ability to expand into new markets, including Pennsylvania, which may not occur as anticipated or at all for more information. While Accel believes it is well positioned to take advantage of certain of these opportunities, expansion of gaming in other jurisdictions (both legal and illegal) could further compete with Accel s VGTs, which could have an adverse impact on Accel s results of operations, cash flows and financial condition. The concentration and evolution of the VGT manufacturing industry could impose additional costs on Accel. A majority of Accel s revenue is attributable to VGTs and related systems supplied by it at licensed establishment partners. A substantial majority of the VGTs sold in the U.S. in recent years have been manufactured by a few select companies, and there has been extensive consolidation within the gaming equipment sector in recent years, including the acquisitions of Bally Technologies, Inc. (which had acquired SHFL Entertainment, Inc.) and WMS Industries, Inc. by Scientific Games Corporation ( Scientific Games ) and International Game Technology PLC by GTECH S.p.A, respectively. Consolidation may force Accel to enter into purchase arrangements for new VGTs that are more expensive to operate than its existing VGTs. If the newer VGTs do not result in sufficient incremental revenues to offset the potential increased investment and costs, it could damage Accel s profitability. In the event that Accel loses a supplier, it may be unable to replace such supplier, and Accel s remaining suppliers may increase fees and costs. See An increase in Accel s borrowing costs would negatively affect its financial condition, cash flow and results of operations . Accel s operations are largely dependent on the skill and experience of its management and key personnel. The loss of management and other key personnel could significantly harm Accel s business, and it may not be able to effectively replace members of management who may leave Accel. Accel s success and competitive position are largely dependent upon, among other things, the efforts and skills of its senior executives and management team, including Andrew H. Rubenstein as the Chief Executive Officer and President, Karl Peterson as Chairman of the Company Board, Brian Carroll as Chief Financial Officer and Derek Harmer as General Counsel, Chief Compliance Officer and Secretary. Although Accel has entered into employment agreements with senior executives and key personnel, there can be no assurance that these Table of Contents individuals will remain employed. If Accel loses the services of any members of its management team or other key personnel, its business may be significantly impaired. Accel relies on assumptions and estimates to calculate certain key metrics, and real or perceived inaccuracies in such metrics may harm its reputation and negatively affect its business. Accel regularly reviews metrics, including the number of players and other measures, to evaluate growth trends, measure performance and make strategic decisions. Additionally, Accel commits significant amounts of resources and employee time to understanding the inherent historical patterns of gaming results within individual licensed establishment partners. Accel uses this pattern recognition process to implement more optimal gaming layouts for licensed establishment partners, with the goal of generating increased gaming revenue. Certain of Accel s key metrics, including the average post-acquisition net video gaming revenue per VGT per day ( hold-per-day ) and a number of other measures to evaluate growth trends and the quality of marketing and player behaviors, are calculated using data from Scientific Games, a contractor of the IGB. Scientific Games and the IGB may calculate certain metrics differently, which could limit the comparability of Accel s key metrics and those of its competitors, who may use a different methodology to calculate similar metrics. For example, the IGB calculates average hold-per-day and other metrics using the number of VGTs that are active at the end of a given month, while Scientific Games uses the number of VGTs that are active at least one day during a month. See Management s Discussion and Analysis of Financial Condition and Results of Operations Key Business Metrics for more information. While Accel believe these figures to be reasonable and that its reliance on them is justified, there can be no assurance that such figures are reliable or accurate. Should Accel decide to review these or other figures, it may discover material inaccuracies, including unexpected errors in its internal data that result from technical or other errors. If Accel determines that any of its metrics are not accurate, they may be required to revise or cease reporting such metrics and such changes may harm Accel s reputation and business. Accel is subject to strict government regulations that are constantly evolving and may be amended, repealed, or subject to new interpretations, which may limit existing operations, have an adverse impact on the ability to grow or may expose Accel to fines or other penalties. Accel is subject to the rules, regulations, and laws applicable to gaming, including, but not limited to, the Illinois Video Gaming Act, the Pennsylvania Gaming Act and the Georgia Lottery for Education Act. These gaming laws and related regulations are administered by the IGB and PA Board, respectively, which are regulatory boards with broad authority to create and interpret gaming regulations and to regulate gaming activities. These gaming authorities are authorized to: adopt additional rules and regulations under the implementing statutes; investigate violations of gaming regulations; enforce gaming regulations and impose disciplinary sanctions for violations of such laws, including fines, penalties and revocation of gaming licenses; review the character and fitness of manufacturers, distributors and operators of gaming services and equipment and make determinations regarding their suitability or qualification for licensure; review and approve transactions (such as acquisitions, material commercial transactions, securities offerings and debt transactions); and establish and collect related fees and/or taxes. Although Accel plans to maintain compliance with applicable laws as they evolve and to generally maintain good relations with regulators, there can be no assurance that Accel will do so, and that law enforcement or gaming regulatory authorities will not seek to restrict Accel s business in their jurisdictions or institute enforcement Table of Contents proceedings if Accel is not compliant. There can be no assurance that any instituted enforcement proceedings will be favorably resolved, or that such proceedings will not have an adverse effect on its ability to retain and renew existing licenses or to obtain new licenses in other jurisdictions. Gaming authorities may levy fines against Accel or seize certain assets if Accel violates gaming regulations. Accel s reputation may also be damaged by any legal or regulatory investigation, regardless of whether Accel is ultimately accused of, or found to have committed, any violation. A negative regulatory finding or ruling in one jurisdiction could have adverse consequences in other jurisdictions, including with gaming regulators. In addition to regulatory compliance risk, Illinois, Pennsylvania, Georgia or any other states or other jurisdiction in which Accel operates or may operate (including jurisdictions at the county, district, municipal, town or borough level), certain jurisdictions may amend or repeal gaming enabling legislation or regulations. Changes to gaming enabling legislation or new interpretations of existing gaming laws may hinder or prevent Accel from continuing to operate in the jurisdictions where it currently conducts business, which could increase operating expenses and compliance costs or decrease the profitability of operations. Repeal of gaming enabling legislation could result in losses of capital investments and revenue, limit future growth opportunities and have an adverse effect on Accel s results of operations, cash flows and financial condition. If any jurisdiction in which Accel operates were to repeal gaming enabling legislation, there could be no assurance that Accel could sufficiently increase revenue in other markets to maintain operations or service existing indebtedness. In particular, the enactment of unfavorable legislation or government efforts affecting or directed at VGT manufacturers or gaming operators, such as referendums to increase gaming taxes or requirements to use local distributors, would likely have a negative impact on operations. For example, the Illinois legislature has recently approved a gaming expansion bill that, in addition to providing for an increased number of possible gaming venues, also increases Illinois state tax on gaming revenue. Additionally, membership changes within regulatory agencies could impact operations. The IGB in particular has experienced significant personnel changes since the commencement of Accel s VGT operations in 2012. Changes in the composition of the IGB can impact current rules, regulations, policies, enforcement trends and overall agendas of the IGB. Accel is obligated to develop and maintain proper and effective internal control over financial reporting. Accel has identified three material weaknesses in its internal control over financial reporting and if remediation of these material weaknesses is not effective, or if Accel fails to develop and maintain an effective system of disclosure controls and internal control over financial reporting, its ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired and its reputation and business could be adversely affected. In addition, the presence of material weaknesses increases the risk of material misstatement of the consolidated financial statements. Accel is currently a public company and is required, pursuant to Section 404(a) of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting on its Annual Report on Form 10-K. Effective internal control over financial reporting is necessary for reliable financial reports and, together with adequate disclosure controls and procedures, such internal controls are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause Accel to fail to meet its reporting obligations. Ineffective internal controls could also cause investors to lose confidence in reported financial information, which could have a negative effect on the trading price of our Class A-1 common stock. The report by management will need to include disclosure of any material weaknesses identified in internal control over financial reporting. However, for as long as Accel is an emerging growth company under the Jumpstart Our Business Startups Act of 2012 ( JOBS Act ) following the consummation of the Business Combination, its independent registered public accounting firm will not be required to attest to the effectiveness of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ). Management s assessment of internal controls, when implemented, could detect problems with internal controls, and an independent assessment of the effectiveness of internal controls by Accel s auditors could detect further problems that management s assessment might not, and could result in the Table of Contents identification of material weaknesses that were not otherwise identified. Undetected material weaknesses in internal controls could lead to financial statement restatements and require Accel to incur the expense of remediation. In connection with the preparation of its consolidated financial statements for 2018, Accel identified a number of adjustments to its consolidated financial statements that resulted in a restatement of previously issued financial statements. These adjustments related to accounting for business acquisitions and subsequent accounting, accounting for route and customer acquisition costs and related liabilities, classification of items on the consolidated statements of stockholders equity and cash flows, accounting for income taxes, and other miscellaneous adjustments. Accel identified the cause of these adjustments was due to three material weaknesses in internal controls. A material weakness is a deficiency or combination of deficiencies in its internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its consolidated financial statements would not be prevented or detected on a timely basis. This deficiency could result in additional misstatements to its consolidated financial statements that would be material and would not be prevented or detected on a timely basis. The following three material weaknesses in internal control over financial reporting were identified, which are not remediated as of December 31, 2019, or currently: a material weakness related to review of the consolidated financial statements and certain of the associated accounting analyses, journal entries and accounting reconciliations due, in part, to the lack of formally documented accounting policies and procedures, as well as headcount necessary to support consistent, timely and accurate financial reporting in accordance with U.S. GAAP; a material weakness in the design and implementation of internal controls relating to business combination accounting and route and customer acquisition cost accounting due to the absence of formalized internal controls surrounding the determination of the fair value for assets acquired and liabilities assumed in business combinations, the accounting for initial route and customer acquisition costs and the accounting for such assets; and a material weakness related to general information technology controls including the design and implementation of access and change management internal controls. Accel has begun evaluating and implementing additional processes, procedures and internal controls in order to remediate these material weaknesses, however, it cannot assure you that these or other measures will fully remediate the material weaknesses in a timely manner. As part of the remediation plan to address the material weakness identified above, Accel has hired additional accounting and finance employees with the specific technical accounting and financial reporting experience necessary for a public company. Accel has hired these personnel after considering the appropriateness of each individual s experience and believe that these personnel are qualified to serve in their current respective roles. In addition, Accel has begun to implement more formal accounting policies and procedures to support timely and accurate financial reporting in accordance with GAAP. Accel will continue to assess the adequacy of its accounting and finance personnel and resources, and will add additional personnel, as well as adjust its resources, as necessary, commensurate with any increase in the size and complexity of its business. Accel also increased the depth and level of review procedures with regard to financial reporting and internal control procedures. If Accel is unable to remediate these material weaknesses, or otherwise maintain effective internal control over financial reporting, it may not be able to report its financial results accurately, prevent fraud or file its periodic reports in a timely manner. If Accel s remediation of these material weaknesses is not effective, if Accel s independent registered public accounting firm is unable to express an opinion on the effectiveness of its internal control or if it experiences additional material weaknesses or otherwise fails to maintain an effective system of internal controls in the future, it may not be able to accurately or timely report its financial condition or results of operations, which may cause Accel to become subject to investigation or sanctions by the SEC or adversely affect investor confidence in Accel and, as a result, the value of our Class A-1 common stock. There can be no assurance that all existing material weaknesses have been Table of Contents identified, or that additional material weaknesses will not be identified in the future. In addition, if Accel is unable to continue to meet its financial reporting obligations following the consummation of the Business Combination, it may not be able to remain listed on the NYSE. Accel may be liable for product defects or other claims relating to its products that it provides to its licensed establishment partners. The products that Accel provides to its licensed establishment partners could be defective, fail to perform as designed or otherwise cause harm to players or licensed establishment partners. If any of the products Accel provides are defective, Accel may be required to recall the products and/or repair or replace them, which could result in substantial expenses and affect profitability. In the event of any repair or recall, Accel could be dependent on the services, responsiveness or product stock of key suppliers, and any delay in their ability to resupply or assist in servicing key products could affect its ability to maintain the VGTs in licensed establishment partners. Any problem with the performance of Accel s products could harm its reputation, which could result in a loss of existing or potential licensed establishments and players. In addition, the occurrence of errors in, or fraudulent manipulation of, Accel s products or software may give rise to claims by licensed establishment partners or by players, including claims by licensed establishment partners for lost revenues and related litigation that could result in significant liability. Any claims brought against Accel by licensed establishment partners or players may result in the diversion of management s time and attention, expenditure of large amounts of cash on legal fees and payment of damages, lower demand for products or services, or injury to reputation. Accel s insurance or recourse against other parties may not sufficiently cover a judgment against it or a settlement payment, and any insurance payment is subject to customary deductibles, limits and exclusions. In addition, a judgment against Accel or a settlement could make it difficult for it to obtain insurance in the coverage amounts necessary to adequately insure its businesses, or at all, and could materially increase insurance premiums and deductibles. Software bugs or malfunctions, errors in distribution or installation of Accel s software, failure of products to perform as approved by the appropriate regulatory bodies or other errors or malfunctions, may subject Accel to investigation or other action by gaming regulatory authorities, including fines. Litigation may adversely affect Accel s business, results of operations, cash flows and financial condition. Accel may become subject to litigation claims in the operation of its business, including, but not limited to, with respect to employee matters, alleged product and system malfunctions, alleged intellectual property infringement and claims relating to contracts, licenses and strategic investments. Accel may incur significant expense defending or settling any such litigation. Additionally, adverse judgments that may be decided against Accel could result in significant monetary damages or injunctive relief that could adversely affect Accel s ability to conduct business, its results of operations, cash flows and financial condition. See Business Legal Proceedings for more information. Accel s results of operations, cash flows and financial condition could be affected by natural events in the locations in which it or its licensed establishment partners, suppliers or regulators operate. Accel may be impacted by severe weather and other geological events, including hurricanes, tornados, earthquakes, floods or tsunamis that could disrupt operations or the operations of its licensed establishment partners, suppliers, data service providers and regulators. Natural disasters or other disruptions at any of Accel s facilities or suppliers facilities may impair or delay the operation, development, provisions or delivery of its products and services. Additionally, disruptions experienced by Accel s regulators due to natural disasters or otherwise could delay the introduction of new products or entry into new jurisdictions where regulatory approval is necessary. While Accel insures against certain business interruption risks, there can be no assurance that such insurance will adequately compensate for any losses incurred as a result of natural or other disasters. Any serious disruption to Accel s operations, or those of its licensed establishment partners, suppliers, data service providers, or regulators, could have an adverse effect on Accel s results of operations, cash flows and financial condition. Table of Contents If Accel s estimates or judgments relating to critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, its operating results could be adversely affected. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported in its consolidated financial statements and accompanying notes. Accel bases its estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances, as provided in Management s Discussion and Analysis of Financial Condition and Results of Operations . The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity as of the date of the financial statements, and the amount of revenue and expenses, during the periods presented, that are not readily apparent from other sources. Significant assumptions and estimates used in preparing consolidated financial statements include among other things, the useful lives for depreciable and amortizable assets, income tax provisions, the evaluation of the future realization of deferred tax assets, projected cash flows in assessing the initial valuation of intangible assets in conjunction with business acquisitions, the initial selection of useful lives for depreciable and amortizable assets in conjunction with business acquisitions, contingencies, and the expected term of share-based compensation awards and stock price volatility when computing share-based compensation expense. Accel s operating results may be adversely affected if assumptions change or if actual circumstances differ from assumed circumstances, which could cause its operating results to fall below the expectations of industry or financial analysts and investors, resulting in a decline in the trading price of its common stock. Additionally, Accel regularly monitors compliance with applicable financial reporting standards and reviews relevant new accounting pronouncements and drafts thereof. As a result of new standards, changes to existing standards, and changes in interpretation, Accel may be required to change accounting policies, alter operational policies and implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or it may be required to restate published financial statements. Such changes to existing standards or changes in their interpretation may cause an adverse deviation from Accel s revenue and operating profit target, which may negatively impact results of operations, cash flows and financial condition. Accel may not have adequate insurance for potential liabilities. In the ordinary course of business, Accel has, and in the future may become the subject of, various claims, lawsuits and administrative proceedings seeking damages or other remedies concerning its commercial operations, products, employees and other matters. Accel maintains insurance to cover these and other potential losses, and is subject to various self-retentions, deductibles and caps under its insurance. Accel faces the following risks with respect to insurance coverage: Accel may not be able to continue to obtain insurance on commercially reasonable terms; Accel may incur losses from interruptions of business that exceed insurance coverage; Accel may be faced with types of liabilities that will not be covered by insurance; Accel s insurance carriers may not be able to meet their obligations under the policies; or the dollar amount of any liabilities may exceed policy limits. Even a partially uninsured claim, if successful and of significant size, could have an adverse effect on Accel s results of operations, cash flows and financial condition. Even in cases where Accel maintains insurance coverage, its insurers may raise various objections and exceptions to coverage that could make uncertain the timing and amount of any possible insurance recovery. Accel s business depends on the protection of intellectual property and proprietary information. Accel believes that its success depends, in part, on protecting its intellectual property. Accel s intellectual property includes certain trademarks and copyrights relating to its products and services, and proprietary or Table of Contents confidential information that is not subject to patent or similar protection. As of December 31, 2019, Accel owned five registered trademarks and 91 registered domain names. Accel s success may depend, in part, on its ability to obtain protection for the trademarks, trade dress, names, logos or symbols under which it markets products and to obtain copyright and patent protection for proprietary technologies, designs, software and innovations. There can be no assurance that Accel will be able to build and maintain consumer value in its trademarks, obtain patent, trademark or copyright protection or that any patent, trademark or copyright will provide competitive advantages. Accel s intellectual property protects the integrity of its systems, products and services. Competitors may independently offer similar or superior products, software or systems, which could negatively impact results of operations, cash flows and financial condition. In cases where Accel s technology or product is not protected by enforceable intellectual property rights, such independent development may result in a significant diminution in the value of such technology or product. Accel also relies on trade secrets and proprietary knowledge and enters into confidentiality agreements with employees and independent contractors regarding trade secrets and proprietary information, however, there can be no assurance that the obligation to maintain the confidentiality of trade secrets and proprietary information will be honored. Accel may, in the future, make claims of infringement, invalidity or enforceability against third parties. This could: cause Accel to incur greater costs and expenses in the protection of intellectual property; potentially negatively impact its intellectual property rights; cause one or more of its patents, trademarks, copyrights or other intellectual property interests to be ruled or rendered unenforceable or invalid; or divert management s attention and resources. Gaming opponents persist in their efforts to curtail the expansion of legalized gaming, which, if successful, could limit the growth of operations. There is significant debate over, and opposition to, the gaming industry. There can be no assurance that this opposition will not succeed in preventing the legalization of gaming in jurisdictions where it is presently prohibited, prohibiting or limiting the expansion of gaming where it is currently permitted or causing the repeal of legalized gaming in any jurisdiction. Such opposition could also lead these jurisdictions to adopt legislation or impose a regulatory framework to govern gaming that restricts Accel s ability to advertise games or substantially increases costs to comply with these regulations. Accel continues to devote significant attention to monitoring these developments, however, Accel cannot accurately predict the likelihood, timing, scope or terms of any state or federal legislation or regulation relating to its business. Any successful effort to curtail the expansion of, or limit or prohibit, legalized gaming could have an adverse effect on Accel s results of operations, cash flows and financial condition. For example, the Illinois legislature approved a gaming expansion bill in June 2019 that, in addition to providing for an increased number of possible gaming venues, also increased Illinois state tax on gaming revenue. Any tax increase by the state of Illinois, whether levied on licensed establishments or Accel, could have an adverse effect on Accel s results of operations, cash flows and financial condition. Current and future appointees to the IGB may enact, change or rescind other rules and regulations in a way that negatively affects business. Accel may not be able to capitalize on the expansion of gaming or other trends and changes in the gaming industries, including due to laws and regulations governing these industries, and other factors. Accel participates in new and evolving aspects of the gaming industries. These industries involve significant risks and uncertainties, including legal, business and financial risks. The fast-changing environment in these Table of Contents industries can make it difficult to plan strategically and can provide opportunities for competitors to grow their businesses at Accel s expense. Consequently, future results of operations, cash flows and financial condition are difficult to predict and may not grow at expected rates. Part of Accel s strategy is to take advantage of the liberalization of regulations covering these industries on a municipality and state basis, which can be a protracted process. To varying degrees, governments have taken steps to change the regulation of VGTs through the implementation of new or revised licensing and taxation regimes. For example, in addition to the State-issued gaming licenses, gaming licenses are also governed on a municipality-level in Illinois. While Accel has contracted for exclusive rights to operate in licensed establishments in over 600 different municipalities in Illinois, all of which have no prohibition or restriction with respect to gaming, there are many other municipalities that have opt out or anti-gambling ordinances which prohibit a range of activities characterized from devices of chance to any gambling. While a number of these municipalities have removed the ordinance or introduced an amendment to permit gaming activities germane to Accel s business, they or other municipalities may choose to prohibit or limit gambling in the future. Additionally, Pennsylvania currently only permits the operation of VGTs at truck stops. While there are currently efforts to permit the expansion of VGTs into additional types of establishments, there can be no assurance that such efforts will succeed. Accel cannot predict the timing, scope or terms of the implementation or revision of any such state, federal or local laws or regulations, or the extent to which any such laws and regulations may facilitate or hinder its strategy. Accel s success depends on the security and integrity of the systems and products offered, and security breaches or other disruptions could compromise certain information and expose Accel to liability, which could cause Accel s business and reputation to suffer. Accel believes that success depends, in large part, on providing secure products, services and systems to licensed establishments and players, and on the ability to avoid, detect, replicate and correct software and hardware anomalies and fraudulent manipulation of products and services. Accel s business sometimes involves the storage, processing and transmission of proprietary, confidential and personal information, and any future player program it may institute will also involve such information. Accel also maintains certain other proprietary and confidential information relating to its business and personal information of its personnel. All of Accel s products, services and systems are designed with security features to prevent fraudulent activity. Despite these security measures, Accel s products, services and systems may be vulnerable to attacks by licensed establishment partners, players, retailers, vendors or employees, or breaches due to cyber-attacks, viruses, malicious software, computer hacking, security breaches or other disruptions. Expanded use of the Internet and other interactive technologies may result in increased security risks for Accel and its licensed establishment partners because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and often are not foreseeable or recognized until launched against a target and Accel may be unable to anticipate these techniques or to implement adequate preventative measures. Furthermore, hackers and data thieves are becoming increasingly sophisticated and could operate large-scale and complex automated attacks. Any security breach or incident could result in unauthorized access to, misuse of, or unauthorized acquisition of certain data, the loss, corruption or alteration of this data, interruptions in operations or damage to computers or systems or those of certain players or third-party platforms. Any of these incidents could expose Accel to claims, litigation, fines and potential liability. Accel s ability to prevent anomalies and monitor and ensure the quality and integrity of its products and services is periodically reviewed and enhanced, and Accel regularly assesses the adequacy of security systems, including the security of its games and software, to protect against any material loss to licensed establishment partners and players, as well as the integrity of its products and services and its games. However, these measures may not be sufficient to prevent future attacks, breaches or disruptions. There is a risk that Accel s products, services or systems may be used to defraud, launder money or engage in other illegal activities at licensed establishments. Accel s gaming machines have also experienced anomalies in the past. Games and gaming machines may be replaced by Accel and other gaming machine operators if they do not perform according to expectations, or they may be shut down by regulators. The occurrence of anomalies in, Table of Contents or fraudulent manipulation of, Accel s gaming machines or other products and services, may give rise to claims from players or licensed establishment partners, may lead to claims for lost revenue and profits and related litigation by licensed establishment partners and may subject Accel to investigation or other action by regulatory authorities, including suspension or revocation of licenses or other disciplinary action. Additionally, in the event of the occurrence of any such issues with Accel s products and services, substantial resources may be diverted from other projects to correct these issues, which may delay other projects and the achievement of strategic objectives. Further, third party hosted solution providers that provide services to Accel, such as Rackspace or Salesforce, could also be a source of security risk in the event of a failure of their own security systems and infrastructure. Accel s level of indebtedness could adversely affect results of operations, cash flows and financial condition. As of June 30, 2020, Accel had total indebtedness of $407.2 million, all of which was borrowed under the Credit Agreement. As of June 30, 2020, there remained approximately $49.5 million of availability under the Credit Agreement. Accel s level of indebtedness could affect its ability to obtain financing or refinance existing indebtedness; require Accel to dedicate a significant portion of its cash flow from operations to interest and principal payments on indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures and other general corporate purposes, increase its vulnerability to adverse general economic, industry or competitive developments or conditions and limit its flexibility in planning for, or reacting to, changes in its businesses and the industries in which it operates or in pursuing its strategic objectives. In addition, Accel is exposed to the risk of higher interest rates as a significant portion of its borrowings are at variable rates of interest. If interest rates increase, the interest payment obligations would increase even if the amount borrowed remained the same, and results of operations, cash flows and financial condition could be negatively impacted. All of these factors could place Accel at a competitive disadvantage compared to competitors that may have less debt. An increase in Accel s borrowing costs could negatively affect its financial condition, cash flow and results of operations. Certain of Accel s VGTs and amusement machines acquisitions are financed using revolving credit facilities and bank loans. Accel s financing agreements include variable interest rates and regular required interest, fee and amortization payments. If Accel is unable to generate sufficient revenue to offset the required payments, it could have an adverse effect on Accel s results of operations, cash flows and financial condition. In addition, Accel is not currently involved in any interest rate hedging activities. Any such hedging activities could require Accel to incur additional costs, and there can be no assurance that Accel would be able to successfully protect itself from any or all negative interest rate fluctuations at a reasonable cost. Accel may not have sufficient cash flows from operating activities, cash on hand and available borrowings under its Credit Agreement to finance required capital expenditures under new contracts and meet other cash needs. Accel s business generally requires significant upfront capital expenditures for VGTs and amusement machines, software customization and implementation, systems and equipment installation and telecommunications configuration. In connection with the signing or renewal of a gaming or amusement contract, Accel may provide new equipment or impose new service requirements at a licensed establishment, which may require additional capital expenditures in order to enter into or retain the contract. Historically, Accel has funded these upfront costs through cash flows generated from operations, available cash on hand and borrowings under the Credit Agreement. In addition, since Accel is not paid for expenses and services, Accel may incur upfront costs (which may be significant) prior to receipt of any revenue under such arrangements. Accel s ability to generate revenue and to Table of Contents continue to procure new contracts will depend on, among other things, its then present liquidity levels or its ability to obtain additional financing on commercially reasonable terms. If Accel does not have adequate liquidity or is unable to obtain financing for these upfront costs and other cash needs on favorable terms or at all, it may not be able to pursue certain contracts, which could result in the loss of business or restrict the ability to grow. Moreover, Accel may not realize the return on investment that it anticipates on new or renewed contracts due to a variety of factors, including lower than anticipated retail sales or amounts wagered, higher than anticipated capital or operating expenses and unanticipated regulatory developments or litigation. Accel may not have adequate liquidity to pursue other aspects of its strategy, including bringing products and services to new licensed establishment partners or new or underpenetrated geographies (including through equity investments) or pursuing strategic acquisitions. In the event Accel pursues significant acquisitions or other expansion opportunities, conducts significant repurchases of outstanding securities, or refinances or repays existing debt, it may need to raise additional capital either through the public or private issuance of equity or debt securities or through additional borrowings under its existing financing arrangements, which sources of funds may not necessarily be available on acceptable terms, if at all. Accel may not have sufficient cash flows from operating activities to service all of its indebtedness and other obligations, and may be forced to take other actions to satisfy obligations, which may not be successful. Accel s ability to make payments on and to refinance indebtedness and other obligations depends on its results of operations, cash flows and financial condition, which in turn are subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond its control. Accel may not be able to maintain a level of cash flows from operating activities sufficient to pay the principal, premium, if any, and interest on its indebtedness and other obligations. Accel is required to make scheduled payments of principal in respect of the term loans under the Credit Agreement. Accel may also, from time to time, repurchase, or otherwise retire or refinance debt, through subsidiaries or otherwise. Such activities, if any, will depend on prevailing market conditions, contractual restrictions and other factors, and the amounts involved may or may not be material. If Accel needs to refinance all or part of its indebtedness at or before maturity, there can be no assurance that Accel will be able to obtain new financing or to refinance any of its indebtedness on commercially reasonable terms or at all. Accel s lenders, including the lenders participating in its delayed draw and/or revolving credit facilities under the Credit Agreement, may become insolvent or tighten their lending standards, which could make it more difficult for Accel to borrow under its delayed draw and/or revolving credit facilities or to obtain other financing on favorable terms or at all. Accel s results of operations, cash flows and financial condition could be adversely affected if Accel is unable to draw funds under its delayed draw and/or revolving credit facilities because of a lender default or to obtain other cost-effective financing. Any default by a lender in its obligation to fund its commitment under the delayed draw and/or revolving credit facilities (or its participation in letters of credit) could limit Accel s liquidity to the extent of the defaulting lender s commitment. If Accel is unable to generate sufficient cash flow in the future to meet commitments, it may be required to adopt one or more alternatives, such as refinancing or restructuring indebtedness, selling material assets or operations or seeking to raise additional debt or equity capital. In addition, borrowings under Accel s existing revolving credit facilities may be subject to capacity under an available borrowing base. Indebtedness impose certain restrictions that may affect the ability to operate its business. Failure to comply with any of these restrictions could result in the acceleration of the maturity of indebtedness and require Accel to make payments on indebtedness. Were this to occur, Accel would not have sufficient cash to pay accelerated indebtedness. Agreements governing Accel s indebtedness impose, and future financing agreements are likely to impose, operating and financial restrictions on activities that may adversely affect its ability to finance future operations Table of Contents or capital needs or to engage in new business activities. In some cases, these restrictions require Accel to comply with or maintain certain financial tests and ratios. Subject to certain exceptions, Accel s credit facilities restrict its ability to, among other things: incur or guarantee additional indebtedness; make loans to others; make investments; merge or consolidate with another entity; make dividends and certain other payments, including payment of junior debt; create liens that secure indebtedness and guarantees thereof; transfer or sell assets; enter into transactions with affiliates; change the nature of Accel s business; enter into certain burdensome agreements; make certain accounting changes; and in the case of Accel Entertainment, Inc., change its passive holding company status. In addition, the Credit Agreement contains financial covenants that require Accel to maintain (a) a ratio of consolidated first lien net debt to consolidated EBITDA no greater than 4.50 to 1.00 and (b) a ratio of (i) (A) consolidated EBITDA minus (B) the sum of (i) cash taxes, (ii) 3.00% of consolidated revenue, (iii) operator earnout payments and (iv) regularly scheduled dividend payments that are financed with internally generated cash flow to consolidated fixed charges no less than 1.20 to 1.00, in each case, tested as of the last day of each full fiscal quarter ending after November 20, 2019 and determined on the basis of the four most recently ended fiscal quarters of Accel for which financial statements have been or are required to have been delivered pursuant to the Credit Agreement, subject to customary equity cure rights. If an event of default (as such term is defined in the Credit Agreement) occurs, the administrative agent on behalf of the lenders would be entitled to take various actions under certain circumstances, including the acceleration of amounts due under the Credit Agreement, termination of the lenders commitments thereunder, foreclosure on collateral, and all other remedial actions available to a secured creditor. The failure to pay certain amounts owing under the Credit Agreement may result in an increase in the interest rate applicable thereto. Cross-default provisions may also be triggered. Under these circumstances, Accel might not have, or be able to obtain, sufficient funds or other resources to satisfy all of its obligations. In addition, the limitations imposed by financing agreements on Accel s ability to incur additional debt, cause subsidiaries to guarantee certain debt, pay dividends or make other distributions, or take other actions might significantly impair its ability to obtain other financing. There can be no assurance that Accel will be granted waivers or amendments to these agreements if for any reason it is unable to comply with these obligations or that it will be able to refinance its debt on terms acceptable or at all.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ACHV_achieve_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ACHV_achieve_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ACHV_achieve_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ACI_albertsons_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ACI_albertsons_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ACI_albertsons_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ADCT_adc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ADCT_adc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ADCT_adc_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/AFBI_affinity_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/AFBI_affinity_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..79687fadd439320e0c14bf7f3ee26d2b89c42134
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/AFBI_affinity_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 d26823ds1a.htm S-1/A S-1/A Table of Contents As filed with the Securities and Exchange Commission on November 5, 2020 Registration No. 333-248745 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 2 TO THE FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Affinity Bancshares, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 6036 Being applied for (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 3175 Highway 278 Covington, Georgia 30014 (770) 786-7088 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) Edward J. Cooney Chief Executive Officer 3175 Highway 278 Covington, Georgia 30014 (770) 786-7088 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Ned Quint, Esq. Thomas P. Hutton, Esq. Luse Gorman, PC 5335 Wisconsin Avenue, N.W., Suite 780 Washington, D.C. 20015 (202) 274-2000 Ross Bevan, Esq. Silver, Freedman, Taff & Tiernan LLP 3299 K Street, N.W., Suite 100 Washington, DC 20007 (202) 295-4500 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.: Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per share(1) Proposed maximum aggregate offering price(1) Amount of registration fee Common Stock, $0.01 par value per share 6,875,643 shares $10.00 $68,756,430 $8,925(2) (1) Estimated solely for purposes of calculating the amount of the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended. (2) Previously paid. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents TABLE OF CONTENTS Page SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/AFYA_afya-ltd_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/AFYA_afya-ltd_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..750383e346ddd407ee0443ecd524bfe29686cc71
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/AFYA_afya-ltd_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus. This summary may not contain all the information that may be important or relevant to you, and we urge you to read this entire prospectus carefully, including the "Risk Factors," "Business," "Presentation of Financial and Other Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections and our consolidated financial statements, unaudited pro forma consolidated financial information, and the historical audited financial statements of our acquired businesses and the respective notes thereto, included elsewhere in this prospectus, before deciding to invest in our Class A common shares. Our Value Proposition Our mission is to become the reference in medical and healthcare education, empowering students to transform their ambitions into rewarding lifelong learning experiences. Medical education has evolved over time. However, until recently, the foundations of how medical schools and educational programs developed, assessed, and disseminated medical education content remained largely static. Increased knowledge of how the human brain functions and processes information has led to a shift towards improved ways to transfer and retain knowledge, to the benefit of today's physicians. Physicians are lifelong medical learners that must learn and retain evolving medical knowledge and that face increased competition from their peers. We believe our focused, individualized, and technology-enabled offerings can provide them with a more effective, personalized, and retainable learning experience. Our students spend extensive periods of learning time with us. This allows us to gather information on their learning habits that we then apply to their learning experience, making it more effective and efficient and which we believe sets us apart from our peers. We are passionate about knowledge and committed to enabling lifelong medical learners reach their full potential. We expect our end-to-end physician-centric ecosystem to benefit students enrolled in our schools and digital platforms, our educators, our residency network (comprised of partner hospitals and clinics), and third-party medical schools that adopt our products and services. Since many of our schools are located in geographic regions where medical services are scarce and populations are underserved, our students have a positive social impact on the underprivileged population of those regions through our training programs that provide free medical consultations and treatments. By empowering our students to be lifelong learners, we foster better physicians, improve access to medical care in the regions of Brazil in which we are present, and ultimately help save lives. Overview We are the leading medical education group in Brazil based on number of medical school seats, as published by the Brazilian Ministry of Education, or MEC, as of December 31, 2018, delivering an end-to-end physician-centric ecosystem that serves and empowers students to be lifelong medical learners from the moment they join us as medical students through their medical residency preparation, graduation program, medical post-graduate specialization programs and continuing medical education activities, or CME. Our innovative methodological approach combines integrated content, interactive learning, and an adaptive experience for lifelong medical learners. Through our educational content and technology-enabled activities, we focus on effective, personalized learning that mirrors one-on-one tutoring. FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Unless otherwise indicated or the context otherwise requires, all references in this prospectus to "Afya" or the "Company," "we," "our," "ours," "us" or similar terms refer to Afya Limited, together with its subsidiaries; all references in this prospectus to "Afya Brazil" refer to Afya Participa es S.A. (formerly NRE Participa es S.A.); all references in this prospectus to "BR Health" refer to BR Health Participa es S.A.; and all references in this prospectus to "Medcel" refer to Guardaya Empreendimentos e Participa es S.A., or Guardaya, and its subsidiaries Medcel Editora e Eventos S.A., or Medcel Editora, and CBB Web Servi os e Transmiss es On Line S.A., or CBB Web. The term "Brazil" refers to the Federative Republic of Brazil and the phrase "Brazilian government" refers to the federal government of Brazil. "Central Bank" refers to the Brazilian Central Bank (Banco Central do Brasil). References in the prospectus to "real," "reais" or "R$" refer to the Brazilian real, the official currency of Brazil and references to "U.S. dollar," "U.S. dollars" or "US$" refer to U.S. dollars, the official currency of the United States. The term "combined tuition fees" refers to the sum equal to the total tuition fees charged to undergraduate students, as recorded in the internal management records of Afya Brazil and the companies it acquired in 2018 and 2019, for the periods indicated. The combined tuition fees information included elsewhere in this prospectus (i) includes data from periods prior to the respective acquisition dates of each of the companies acquired by Afya Brazil in 2018 and 2019 (except with respect to FASA (as defined below), which includes the data from April 3, 2019, the date of its acquisition by Afya Brazil); (ii) was derived from the internal management records of those acquired companies, rather than historical operating information; (iii) is akin to gross tuition fees charged to undergraduate students; (iv) differs from the tuition fees set forth in our financial statements, which are presented as the sum of gross tuition fees charged to undergraduate students, gross tuition fees charged to graduate students and scholarships; and (v) does not represent net revenue as disclosed in our financial statements included elsewhere in this prospectus. Combined tuition fees does not include tuition fees we charge graduate students as graduate courses form a small part of our business (they Table of Contents We have the largest medical education footprint in Brazil. Our undergraduate and graduate campuses are spread across 12 Brazilian states, and our digital medical platform is available across Brazil. As of September 30, 2019, our network of 19 undergraduate and graduate medical school campuses consisted of 12 operating units (units that have been approved by MEC and that have commenced operations) and seven approved units (units that have been approved by MEC, but that have not yet commenced operations), compared to nine and four operating units as of December 31, 2018 and December 31, 2017, respectively, and to five and no approved units as of December 31, 2018 and December 31, 2017, respectively. As of September 30, 2019, our network of 1,572 medical school seats consisted of 1,222 operating seats (seats that have been approved by MEC and that have commenced operations) and 350 approved seats (seats that have been approved by MEC, but that have not yet commenced operations), compared to 917 and 420 operating seats as of December 31, 2018 and December 31, 2017, respectively. We plan to expand our network by opening the seven approved medical school campuses we were recently awarded in connection with the "Mais M dicos" program (the Brazilian federal government initiative to reduce shortages of doctors in the most underserved and vulnerable regions of Brazil) by 2021, taking our total to 19 operating medical school campuses in 12 Brazilian states. In addition to health sciences courses, which comprise medicine, dentistry, nursing, radiology, psychology, pharmacy, physical education, physiotherapy, nutrition and biomedicine, we also offer degree programs and courses in other subjects and disciplines across several of our campuses, including undergraduate and post-graduate courses in business administration, accounting, law, civil engineering, industrial engineering and pedagogy. These non-health courses are not part of our core business, although the number of non-health sciences courses we offer has increased as a consequence of our strategic acquisitions in 2018 and 2019 of multi-disciplinary schools with strong health sciences programs, which are our principal focus. Although non-health courses are not part of our growth strategy, we expect to continue to offer them to the extent they generate local demand. Following our acquisition of Medcel in the first quarter of 2019 and IPEMED in the second quarter of 2019, we also offer residency preparatory courses and medical post-graduate specialization programs, delivering printed and digital content, an online medical education platform and practical medical training. As of September 30, 2019, we had 35,417 enrolled students, compared to 9,032 enrolled students as of September 30, 2018, representing growth of 292% for the period. As of December 31, 2018, we had 19,720 enrolled students, compared to 10,164 enrolled students as of December 31, 2017, representing growth of 94.0% for the year. Our business model is characterized by high revenue visibility and operating leverage. Over 96% of our historical revenue for the nine months ended September 30, 2019 and for the years ended December 31, 2018 and 2017 was comprised of the monthly tuition fees we charge students enrolled in our undergraduate and graduate courses. Following our acquisition of Medcel in the first quarter of 2019, we expect our revenue will be driven primarily by the monthly tuition fees we charge students enrolled in our undergraduate and graduate courses (which represented 89.3% and 88.6% of our total pro forma revenue for the nine months ended September 30, 2019 and the year ended December 31, 2018, respectively), and the fees Medcel charges students enrolled in its residency preparatory courses (which represented 7.2% and 11.4% of our total pro forma revenue for the nine months ended September 30, 2019 and the year ended December 31, 2018, respectively). In addition, in 2018, approximately 85.6% of Medcel's residency preparatory courses revenue was derived from printed books and e-books, and approximately 14.4% was derived from access to Medcel's digital platform. For further information, see "Unaudited Pro Forma Condensed Consolidated Financial Information" and the unaudited interim consolidated financial statements as of September 30, 2019 and for the period from January 1, 2019 to March 28, 2019 and for the nine months ended September 30, 2018 and audited financial statements as of and for the years ended December 31, 2018 and 2017 of Medcel, including the notes thereto, included elsewhere in this prospectus. Afya Limited (Exact Name of Registrant as Specified in its Charter) Notice to EEA Investors In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. This prospectus has been prepared on the basis that any offer of our Class A common shares in any Member State of the European Economic Area ("EEA") (each, a "Relevant Member State"), will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make any offer within the EEA of our Class A common shares which are the subject of this offering may only do so in circumstances in which no obligation arises for Afya or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer of our Class A common shares in circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer. For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in each Relevant Member State. Notice to UK Investors In the United Kingdom, this prospectus is only addressed to and directed at qualified investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this prospectus relates is available only to relevant persons and will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on this prospectus or any of its contents. Table of Contents Our ability to execute our business model and strategy, primarily through our acquisitions (which represented approximately 61% and 64% of our total growth in terms of combined tuition fees and net revenue, respectively, in 2018) and organic growth (which represented approximately 39% and 36% of our total growth in terms of combined tuition fees and net revenue, respectively, in 2018), has led to growth, profitability and cash generation: Our net revenue totaled R$529.8 million and R$227.7 million for the nine months ended September 30, 2019 and 2018, respectively, representing an increase of 132.7%. Our net revenue totaled R$333.9 million and R$216.0 million in 2018 and 2017, respectively, representing an increase of 54.6%. Our pro forma net revenue totaled R$564.5 million for the nine months ended September 30, 2019. Our pro forma net revenue totaled R$547.6 million in 2018; Medical schools tuition fees represented 69% and 73% of total combined tuition fees for the nine months ended September 30, 2019 and 2018, respectively. Medical schools tuition fees represented 65.5% and 58.6% of total combined tuition fees in 2018 and 2017, respectively. The average monthly ticket for medical school tuition fees was R$8,106 for the three months ended September 30, 2019, which represents an increase of 17% from the R$6,947 average monthly ticket for medical school tuition fees for the three months ended September 30, 2018; Residency preparatory courses, continuing medical education and medical post-graduate specialization programs offerings totaled R$56.0 million in net revenue for the nine months ended September 30, 2019, representing 9.2% of our pro forma net revenue; We generated net income of R$119.8 million and R$68.4 million for the nine months ended September 30, 2019 and 2018, respectively, representing an increase of 75.1%. We generated net income of R$94.7 million and R$48.5 million in 2018 and 2017, respectively, representing an increase of 95.4%; Our Adjusted EBITDA totaled R$203.1 million and R$80.5 million for the nine months ended September 30, 2019 and 2018, respectively, representing an increase of 149.6%. Our Adjusted EBITDA totaled R$119.9 million and R$57.3 million in 2018 and 2017, respectively, representing an increase of 109.2%; Our Pro Forma Adjusted EBITDA totaled R$226.2 million for the nine months ended September 30, 2019. Our Pro Forma Adjusted EBITDA totaled R$198.1 million in 2018; Our Pro Forma Adjusted Net Income totaled R$183.0 million for the nine months ended September 30, 2019. Our Pro Forma Adjusted Net Income totaled R$147.8 million in 2018; and Our Operating Cash Conversion Ratio was 108.4% for the nine months ended September 30, 2019, 84.1% for the nine months ended September 30, 2018, 71.7% in 2018 and 70.6% in 2017. Quality is a cornerstone of our value proposition. As of May 2019, our average Institutional Concept score, which is measured and published by MEC, and is based on certain institutional planning and development, academic, and management criteria, was 4.4 on a scale of 1 to 5, compared to the Brazilian average of 3.5. In 2018, we were also awarded seven new undergraduate campuses in connection with the "Mais M dicos" program, the largest number awarded to any education group, with a total of 350 new medical school seats. Although four of these awards are currently subject of legal proceedings filed by certain of our competitors against MEC, Afya is authorized to open and operate the seven new medical schools awarded in connection with the "Mais M dicos" program, as none of these legal proceedings The Cayman Islands (State or other jurisdiction of incorporation or organization) 8200 (Primary Standard Industrial Classification Code Number) N/A (I.R.S. Employer Identification Number) Alameda Oscar Niemeyer, No. 119, Salas 502, 504, 1,501 and 1,503 Vila da Serra, Nova Lima, Minas Gerais Brazil +55 (31) 3515 7550 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Table of Contents prevents the opening and operation of the medical schools awarded. See "Business Legal Proceedings "Mais M dicos" Proceedings." Market Opportunity According to a third-party consulting firm, the total addressable market for the medical career segment in Brazil was R$16.4 billion as of December 31, 2018, comprised of (i) a R$10.0 billion medical school market, (ii) a R$1.0 billion residency preparatory courses market, (iii) a R$3.7 billion medical specialization courses market, and (iv) a R$1.6 billion continuing medical education market, each calculated as described in "Industry Market assessment and forecasts on medical education Total health education market potential." We estimate that we currently capture approximately 2.0% of the total addressable market based on our net revenue for the year ended December 31, 2018. This market encompasses over 700,000 lifelong medical learners in Brazil, comprised of 108,000 medical students, 71,000 students seeking residency preparatory courses, and 76,600 and 454,848 physicians seeking to enroll in specialization courses and CME, respectively. Medical education in Brazil benefits from a combination of demographic and social factors, such as the expected increase in the number of people over 65 due to the increase in average life expectancy, as well as the shortage of medical professionals in Brazil, which has resulted in an imbalance between supply and demand. It also benefits from macroeconomic and financial factors, such as the increase in average household income, which has resulted in an increase in demand for medical services and an increase in private and public healthcare spending. Accordingly, we expect the medical education market in Brazil to continue to grow. Additionally, given our end-to-end and physician-centric ecosystem, our strong business model, and our reputation for quality, we believe that we are well-positioned to take advantage of the favorable growth dynamics of the medical education market in Brazil. According to a third-party consulting firm, the total addressable market for medical education is expected to grow at a compound annual growth rate, or CAGR, of 14.1% over the next five years, reaching R$31.6 billion by 2023. Including other healthcare education services, the addressable market is expected to grow at a CAGR of 13.6% in the next five years, reaching R$64.9 billion by 2023. Underlying Trends of Medical Education in Brazil In addition to a large and underpenetrated total addressable market, we have identified other trends that contribute to the strength of the markets we serve: Increased life expectancy and demand for medical services: The Brazilian population is aging at the fastest rate in its recent history. Average life expectancy is currently 76.2 years, and the number of people over 65 should double from 7% of the total population in 2012 to 14% of the total population in 2033. This has led to, and is expected to continue to drive, increased demand for health care professionals. In addition, private healthcare spending and public healthcare spending in Brazil grew at a CAGR of 14.0% and 11.8%, respectively, from 2010 to 2015, primarily due to an increase in demand for medical services as a result of an aging population and an increase in average household income. These trends have continued since 2015 to date. Shortage of medical professionals in Brazil: There is a shortage of medical professionals in Brazil, primarily due to the uneven socio-economic environment. On average, Brazilian cities with less than 50,000 inhabitants, which corresponds to approximately 90% of all cities in Brazil, have less than one physician per 1,000 residents. Brazil is expected to have an average of 3.07 physicians per 1,000 inhabitants by 2028, below the 3.4 average for 2018 of Organization for Economic Cooperation and Development, or OECD, countries. Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 (212) 947-7200 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Attractive financial incentives: The medical profession is lucrative. Medical professionals are highly employable, with salaries that are on average more than three times higher than the average salary for other professions such as engineering, nursing and law, and 1.9 to 3.8 times higher than the net present value of engineering, nursing or law programs in Brazil. Supply and demand imbalance for medical education: The number of available medical course seats in Brazil is controlled by the MEC, which has limited medical school intakes to current levels until 2023, resulting in a significant imbalance between supply and demand. In the last three years, medical schools have on average received five applications per available medical course seat, and four applications per available residency program vacancy, and the number of applications are expected to increase. We believe that graduate courses will gradually become a more popular, high-demand destination for physicians that are not admitted into residency programs. CME Expansion: The growing number of physicians in Brazil and the demand for ongoing education on new medical procedures, drugs, technologies, and developments will continue to drive demand for CME. Technological innovation is driving medical education: The current generation of medical students and professionals require instantly accessible digital content. Over 600,000 biomedical articles have been published globally every year since 2005, and it is critical for lifelong learners to be able to access information and learning methodologies regardless of location and physical availability. Limited scope of existing product offerings: By generally limiting their focus on individual aspects of a student's education cycle, traditional education providers have struggled to build comprehensive student track records and profile databases. Consequently, there is a general lack of integrated platforms that apply accumulated student information to efficiently tailor experiences to, or produce bespoke materials for, the particular needs of each student. We believe we are well-positioned to take advantage of this market and its trends, bringing a more effective, personal and diversified service to our students, which will enable us to continue to grow our market share. Our Products and Services We offer the following educational products and services to lifelong medical learners enrolled across our evolving distribution network, as well as to third-party medical schools: Medical Schools Fully integrated core curricula that we offer our medical school students across all our campuses, which we implemented for all incoming medical students in the second half of 2019; and All our medical students have access to our supplemental instructional platforms as part of the internship module of their medical course. Beginning in the first half of 2020, this will be implemented for all incoming medical students. Medical Residency Preparatory Courses Instructional content in digital format we offer medical students and newly graduated physicians to prepare them for medical residency exams; and Supplementary instructional content in digital format we offer third-party medical schools that adopt our services. Copies to: Manuel Garciadiaz Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 Francesca Odell Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 (212) 225-2000 Table of Contents Graduate Courses Graduate medical courses we offer our medical school students across all our campuses. These students also have access to some of our supplemental instructional platforms; and Supplemental instructional content for different medical specializations we offer individual lifelong medical learners in our graduate courses. Other Programs Other national core curricula we offer all students across all our undergraduate campuses: healthcare degrees and a subset of non-healthcare degrees, including business and engineering degrees offered by the companies we invested in or acquired. Key Benefits for our Lifelong Medical Learners We believe the end-to-end physician-centric ecosystem we have been developing for our students sets us apart from our peers, as we deliver content and learning activities that are tailored to each student's needs. This contributes to a more interactive and enjoyable learning process for our students, breaking away from a teaching system that we perceive as presenting students with an overwhelming amount of content, unengaging classes and scattered information. We achieve this based on three main pillars: innovative data-oriented methodology, a cutting-edge platform and state-of-the-art operating environment. Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Table of Contents Innovative, Data-oriented Methodology Our proprietary methodology to support our students' lifelong medical education is based on the following concepts: Standardized medical curricula: The organization of our medical curricula around interdisciplinary macro-medical topics to guide the development of in-person teaching plans and online learning tools, offering a scalable solution for schools through weekly synchronized content; Active learning: Educational strategy to foster independent, critical and creative student thinking, as well as encourage effective teamwork through case-based problem-solving exercises, debates and small-group discussions; Blended learning: Balanced in-person teaching with technology-assisted activities to improve student and teacher efficiency and results; and Adaptive learning: A personalized instruction and assessment tool that provides training and content tailor made to each student's individual profile. Students can access real-time feedback on areas in which they can improve, effective learning methods and teaching/study plans that are most suitable for them. Cutting-Edge Platform We deliver modern, bespoke verbal and practical teaching. We continuously invest in creating innovative technology-enabled activities and features to enhance our platform. We offer our medical school students doing internships or studying for residency exams the following features through our digital platform: Web-portal and in-app communication: Online platform combining supplementary instructional content and a personalized communication tool for students, through which they can also access our content offline; Learning tools: We have over 5,000 digitally-managed and delivered instructional tools designed by its teachers to address complex learning objectives. Content is organized and tagged by theme and delivered in various formats, including, among others, online classes, podcasts, quizzes, and books, to cater to different learning methods and the preferences of each student. As of September 30, 2019, our learning tools consisted of more than 2,033 video classes, 824 book chapters, 1,270 podcasts, 1,070 summarized texts and an exam bank of approximately 1,604 questions; Assessment tool: Broad database suite comprising approximately 85 thousand quizzes and problem-solving activities, through which students can choose the subjects they would like to focus on, with additional teacher-led instructional content; Web series: Pioneering instructional medical web-series, comprised of 12 diagnosis-based recorded classes written and taught by specialist physicians who are also our teachers. The first series covered 50 clinical cases through the discussion of 144 medical macro themes. We plan to release two additional seasons of our medical web-series covering over 100 diseases. As of September 30, 2019, there were 129,280 views and 50,072 unique users of our medical web-series, with a +84% engagement rate; and CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Aggregate Offering Price per Class A common share(2) Proposed Maximum Aggregate Offering Price Amount of Registration Fee(3) Class A common shares, par value US$0.00005 per share(1) 13,250,000 US$30.01 US$397,632,500.00 US$51,612.70 (1)Includes Class A common shares to be sold upon the exercise of the underwriters' option to purchase additional shares. See "Underwriting." (2)Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. (3)Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low sales prices of the Class A common shares as reported on the Nasdaq Global Select Market on January 31, 2020. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine. Table of Contents Tutoring/Mentoring Platform: An online monitoring and support platform for both undergraduate and graduate medical students, which we launched in October 2019. The platform allows tutors to interact with students through emails, video calls, voice calls and push notifications, and keeps records of such interactions. It also allows students to ask the tutors questions and schedule appointments. The platform also tracks individual student performance and progress. State-of-the-Art Operating Environment For us, individualized learning should be used not just when offering content or technology-supported activities, but also during in-person encounters. Our professors can use our resources to approach lessons more objectively, focusing on each student's needs: Modern teaching facilities: We have designed our classrooms to engage students in active learning. We rely on cutting-edge didactical equipment and simulation labs and state of the art realistic simulation technologies; Medical specializations centers: Our campuses offer simulation centers and clinics where students can practice primary and secondary care, leveraging the learning process and providing medical assistance to the local population; and Practical learning network: Throughout the internship cycle, our students can access over 50 partner teaching hospitals and clinics, the largest network of any education group in Brazil. Evolving Distribution Network We believe that an effective end-to-end physician-centric ecosystem goes beyond offering the largest and most complete operating infrastructure to the students enrolled in our campuses and with access to our digital platforms. Through our evolving distribution model, we also expect to empower lifelong medical learners across our growing network of diversified partner teaching hospitals, clinics and third party medical schools by increasing our products and services offerings as we continue to expand our business-to-business, or B2B, capabilities. Our partnerships include renowned institutions such as the Brazilian Cancer Foundation, which joined our network in January 2020. Our Competitive Strengths Continuous focus on disrupting traditional medical education We have an in-depth understanding of medical education and the related issues faced by students in Brazil. As the largest medical education group in Brazil, we are able to identify trends and adapt our services accordingly; We have developed a methodological approach to learning that incorporates individualization and technology in both digital and physical format; We currently produce content that is centralized, continuously updated and available to all our institutions and students; We have the largest operating infrastructure in medical education in Brazil, with more than 50 partner teaching hospitals and clinics and 595 physicians and specialists in our ecosystem; We have developed the first instructional medical web-series created globally and have already been working on the second and third seasons; We believe we are the first education group in Brazil to offer a fully digital and customized service for medical residency exam preparation; and Table of Contents The information in this preliminary prospectus is not complete and may be changed. We and the selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED FEBRUARY 4, 2020 PRELIMINARY PROSPECTUS 11,521,740 Class A Common Shares Afya Limited (incorporated in the Cayman Islands) This is a public offering of the Class A common shares, US$0.00005 par value per share of Afya Limited, or Afya. Afya is offering 3,019,928 of the Class A common shares to be sold in this offering. The selling shareholders identified in this prospectus are offering an additional 8,501,812 Class A common shares. We will not receive any proceeds from the sale of Class A common shares by the selling shareholders. Our Class A common shares are listed and trade on the Nasdaq Global Select Market under the symbol "AFYA." On February 3, 2020, the last reported sale price of our Class A common shares on the Nasdaq Global Select Market was US$30.20. The final public offering price will be determined through negotiations between us, the selling shareholders and the lead underwriters in the offering and the recent market price used throughout this prospectus may not be indicative of the final offering price. Following this offering, our existing shareholders, Nicolau Carvalho Esteves and Ros ngela de Oliveira Tavares Esteves, or the Esteves Family, and Crescera Educacional II Fundo de Investimento em Participa es Multiestrat gia, or Crescera, will beneficially own 53.4% of our outstanding share capital, assuming no exercise of the underwriters' option to purchase additional Class A common shares referred to below. The shares held by the Esteves Family and Crescera are Class B common shares, which carry rights that are identical to the Class A common shares being sold in this offering, except that (i) holders of Class B common shares are entitled to 10 votes per share, whereas holders of our Class A common shares are entitled to one vote per share, (ii) Class B common shares have certain conversion rights and (iii) holders of Class B common shares are entitled to preemptive rights in the event that additional Class A common shares are issued, in order to maintain their proportional ownership interest. As a result, the Esteves Family and Crescera will control approximately 92.0% of the voting power of our outstanding share capital following this offering, assuming no exercise of the underwriters' option to purchase additional Class A common shares, and will, so long as they control the voting power of our outstanding share capital, effectively control substantially all matters requiring shareholder approval. For further information, see "Description of Share Capital." We are an "emerging growth company" under the U.S. federal securities laws as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, are allowed to provide in this prospectus more limited disclosures than an issuer that would not so qualify. In addition, for as long as we remain an emerging growth company, we will qualify for certain limited exceptions from the Sarbanes-Oxley Act of 2002. See "Risk Factors Certain Risks Relating to Our Class A Common Shares and the Offering As a foreign private issuer and an "emerging growth company" (as defined in the JOBS Act), we have different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies." Investing in our Class A common shares involves risks. See "Risk Factors" beginning on page 31 of this prospectus. Per Class A Common Share Total Public offering price US$ US$ Underwriting discounts and commissions US$ US$ Proceeds, before expenses, to us(1) US$ US$ Proceeds, before expenses, to the selling shareholders(1) US$ US$ Table of Contents We believe we are the first player to offer supplemental medical education content to third-party institutions through a business-to-business model. High quality standards Our operating infrastructure and innovative methodological approach has achieved high levels of satisfaction across our medical schools. Through our digital platforms, we monitor our students' learning experience using several criteria and variables. According to Educainsights, our Net Promoter Score, or NPS, a widely known survey methodology that measures the willingness of customers to recommend a company's products and services, was 25 for medical students that graduated more than five years ago, 43 for medical students that graduated more than two years ago and less than five years ago, and 52 for medical students that graduated less than two years ago. This gradual improvement in our NPS score shows our continuing commitment to high-quality education and the medical careers of our students. Additionally, all of our undergraduate institutions are highly evaluated by MEC, with an average Institutional Score (Conceito Institucional) rating above 4, out of a maximum of 5. See "Regulatory Overview Regulatory Processes of Post-Secondary Education Institutions Accreditation of Post-Secondary Education Institutions and Authorization and Recognition of Programs" for further information on the Conceito Institucional. In addition, our online medical education platform that offers distance learning residency preparatory courses, we are able to monitor our students' learning experience using several criteria and variables, including the educational materials they access and use, frequently asked questions, their study hours and schedule, and their attendance record. Furthermore, as a result of the quality of the content and methodology and the differentiated services offered by Medcel, third-party medical schools proactively contact it seeking to adopt Medcel's medical education content to improve their medical students' learning experience and academic scores. As of September 30, 2019, approximately eight third-party schools had adopted Medcel's medical education content. The nature of our business model Attractive financial model: We have a strong combination of significantly low customer acquisition costs, calculated as the sum of sales and marketing and personnel expenses divided by student additions, which were approximately R$1,300 per student as of December 31, 2018, high occupancy rates of approximately 100% of medical seats in our medical schools as of September 30, 2019 and December 31, 2018, and strong operating cash flow generation of 108.4% and 78.7% as of September 30, 2019 and December 31, 2018, respectively. Student additions are the sum of 543 student enrollments from 2017 to 2018 and 420 graduating student replacements. As of December 31, 2018, our Life Time Value (LTV), calculated as the sum of R$54,396 gross income per student divided by 16.7% (to account for one-sixth of the student base graduating every year), was R$326,376. Contracted growth: We have contracted growth visibility into medical schools that are in the initial six years of operations as a result of the six-year maturation cycle of our medical school seats. This cycle begins when a medical school becomes operational, with a first year medical school class that progresses through the required six years as the next classes begin behind it, and ends when the medical school has six school years of medical students and has therefore reached capacity at maturation (i.e., the maximum number of approved seats). Since the maximum number of medical seats per medical school is set by regulation, the only way to grow our medical school seats, and thus our numbers of enrollments, is through acquisitions or starting new medical schools. As of September 30, 2019 and following our acquisitions in 2019, we had 1,572 approved medical school seats out of an expected total capacity of 11,257 medical school enrollments by 2025, which gives us visibility as to the growth potential of our revenues over the period. See "Management's Discussion and Analysis of Financial Condition and Results of Operations Medical School Regulatory Capacity and Capacity at Maturation." (1)See "Underwriting" for a description of all compensation payable to the underwriters. We and Crescera have granted the underwriters an option for a period of 30 days from the date of this prospectus the right to purchase up to 1,728,260 additional Class A common shares, at the public offering price, less underwriting discounts and commissions. Neither the U.S. Securities and Exchange Commission nor any state securities commission or any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We expect to deliver the Class A common shares against payment in New York, New York on or about , 2020, through the book-entry facilities of The Depository Trust Company. Global Coordinators BofA Securities UBS Investment Bank Goldman Sachs & Co. LLC Ita BBA Joint Bookrunners BTG Pactual Credit Suisse J.P. Morgan Morgan Stanley Table of Contents End-to-End ecosystem: Successfully integrating the businesses we invest in or acquire, allows us to offer an end-to-end physician-centric ecosystem. The point of entry of one business unit is the point of exit from another, which increases cross-selling and upselling opportunities. Difficult to replicate: We believe the combination of regulatory barriers, demand and supply imbalance and our end-to-end physician-centric ecosystem are difficult to replicate and that it would take a significant amount of time for competitors to reach the scale of our operation. Self-reinforcing network effects of our education cycle: As we aim to be the trusted content and knowledge partner for lifelong medical learners in Brazil, we have created and have been nurturing an education cycle that entails differentiation, talented stakeholders and recognition. Our continuous focus on implementing all stages of our cycle has allowed us to continuously expand our footprint. Extensive M&A track record We have extensive capabilities in, and a strong track record of, identifying, negotiating and successfully integrating acquisitions. We have developed an integration model, operated by a dedicated team responsible for analyzing, mapping and integrating the systems of our acquired businesses, that we The date of this prospectus is , 2020. Table of Contents believe enables us to fully integrate the businesses we acquire in an efficient manner and within 12 months of their acquisition. Our integration model is comprised of four stages: Stage 1 (Preliminary Analysis): Preliminary analysis of the available infrastructure, organizational structure and teaching model of the acquired business to identify potential integration issues. Stage 2 (Detailed Mapping): Detailed migration diagnosis and mapping of the systems, processes and teaching model of the acquired business to be integrated into our centralized shared-services center and academic model. Stage 3 (Integration/Migration): Centralization and migration of the systems and processes into our shared services center and standardization of the teaching model of the acquired business. Stage 4 (Ongoing Support): Post migration/integration remote and on-site support and monitoring to stabilize the integrated operations of the acquired business. In 2019 and 2018, we successfully acquired or invested in a total of 11 companies, increasing our number of medical schools seats, expanding into new medical education segments and integrating new technologies that allow us to innovate and enhance our value proposition to lifelong medical learners. As of the date of this prospectus, we have fully integrated the operations of seven of our acquisitions carried out in 2019 and 2018 with our existing business. We are in the process of integrating the operations of our four other acquisitions carried out in 2019 and 2018 (IESP, IPEMED, Medcel Editora and CBB Web), the integration of which we expect to complete by May 2020. Our limited operating history as a consolidated company and our recent acquisitions entail a number of challenges, such as effectively integrating the operations of any acquired companies with our existing business and managing a growing number of campuses. See "Risk Factors Certain Risks Relating to Our Business and Industry We may not be able to identify and acquire new medical higher education institutions or meet our strategic and financial goals in connection with any business acquisition we seek, and difficulties in effectively integrating and managing a growing number of campuses may adversely affect our strategic objectives" and "Risk Factors Certain Risks Relating to Our Business and Industry Our limited operating history as a consolidated company, our recent acquisitions and the comparability of our results may make it difficult for investors to evaluate our business, financial condition, results of operations and prospects." Purpose-driven culture Medical education requires a core human value: compassion. As we endeavor to revolutionize medical education in Brazil, we believe that by training and educating better physicians we are helping people and their communities across Brazil. This mission has united families and entrepreneurs, executives and sponsors with over 20 years of knowhow and expertise in the education sector. Our internal satisfaction survey conducted in 2018 showed employee satisfaction levels of 86.3 out of a possible 100, based on several criteria, such as trust in, and a commitment to, our values, leadership satisfaction, work satisfaction, learning and development and active participation in our activities, reinforcing our strong commitment to our mission and purpose. Table of Contents Table of Contents Our Growth Strategies We aim to continue to grow organically and through acquisitions and to generate greater shareholder value by implementing the following strategic initiatives: Maturation of current number of authorized medical school seats We benefit from contracted growth visibility in our medical schools that are in the initial six years of operations, which we derive from two main sources: (1) the six-year maturation cycle of our medical school seats, which begins when a medical school becomes operational, with a first year medical school class which progresses through the required six years as the next classes begin behind it, and which ends when the medical school has six school years of medical students and has therefore reached capacity at maturation (i.e., the maximum number of approved seats), and (2) new enrollments from our seven recently awarded campuses in connection with the "Mais M dicos" program. Since the maximum number of medical seats per medical school is set by applicable regulations, the only way to grow our medical school seats, and thus our number of enrollments, is through acquisitions or starting new medical schools. Assuming full compliance with applicable regulations and that our seven new "Mais M dicos" campuses mature as expected with 50 medical seats for each campus, we estimate reaching a total medical student base of 11,257 students by 2025. See "Management's Discussion and Analysis of Financial Condition and Results of Operations Medical School Regulatory Capacity and Capacity at Maturation" and "Risk Factors Certain Risks Relating to Our Business and Industry The post-secondary education sector is highly regulated, and our failure to comply with existing or future laws and regulations could significantly impact our business." Expand our medical residency preparation enrollments base Competition for medical residencies should increase as the number of graduating physicians grows and the number of available residency seats remains static. According to a third-party consulting firm, the number of applicants for medical residency programs is expected to grow at a rate of 13.4% per year through 2022. We plan to continue to grow our medical residency exam preparation student enrollments, leveraging the academic outcome, scalability and learning experience of our digital platform. Expand our graduate programs enrollments base Due to the shortage of medical residency seats and the growing demand for medical graduate courses, we believe we will be able to expand our current offering in this segment. We intend to continue developing our business-to-business strategy by increasing the number of partners and student enrollments through increased marketing and sales effort. Cross sell across our existing medical students base Because our solutions target the lifelong education journey of medical students, we have identified an opportunity to increase student enrollments at a low marginal cost driven by cross selling opportunities such as increasing the number of former undergraduate students subscribing to our medical residency exam solutions and the number of former undergraduate and/or medical residency students applying to our graduate and CME courses. Expand our B2B capabilities B2B contracts are effective customer entry points to our products and services. Students are familiar with our platforms, increasing our brand equity and helping us attract more physicians to enroll in preparatory courses, graduate programs and CME products. TABLE OF CONTENTS Table of Contents Expand our distribution channels We plan to continuously expand our distribution network by increasing our presence in direct and third-party channels, launching graduate courses or CME for third-party continuing medical education hubs (including, but not limited to, hospitals, clinics and other medical schools) to grow our graduate medical footprint, through partnerships with such third-party continuing medical education hubs. Leverage infrastructure and extract synergies from acquisitions We believe we have been able to successfully integrate our acquisitions into our ecosystem. We plan to implement several measures to improve the profitability of recent acquisitions, including but not limited to: Streamlining fee discounts and scholarship policies; Integrating operations with our shared-services center; Streamlining faculty training in line with our career plan; and Integrating teaching models into our academic model. Continue to selectively pursue M&A opportunities We plan to selectively pursue acquisitions that will complement our current medical education services offering and/or enhance our product portfolio, such as digital content platforms, continuing medical education institutions and other medical certification companies, among others. We are currently evaluating possible acquisition opportunities and submit non-binding proposals from time to time. We believe that we have developed a strong capability and track record of acquisitions. In 2019, we acquired or invested in six companies, which increased our medical school seats by more than 24% over the year. In 2018, we acquired or invested in five companies, which increased our medical school seats by more than 118.3% over the year. Our acquisition of Medcel enabled us to access the medical residency preparation market, and the acquisition of Instituto de Pesquisa e Ensino M dico do Estado de Minas Gerais Ltda., or IPEMED, enabled us to enter the graduate and specialization courses market. Our acquisition strategy is mainly focused on expanding our medical school footprint by adding new institutions to our existing portfolio. Enter into new markets We believe our end-to-end physician-centric ecosystem is equipped to serve medical students in complementary segments where our innovative methodological, data-driven approach can continue to disrupt traditional vendors and legacy business models. We believe opportunities exist in new sectors and regions of Brazil. In the future, we intend to focus on expanding further into continuing medical education. We may also seek to grow our business by selectively expanding into international markets with similar fundamentals. Develop new products We plan to continuously evolve our platform and offer solutions that keep up with the growing demands of our students. We have a planned pipeline of new products, including new medical web-series seasons, corporate medical training, new extension health programs, a tutoring suite, a peer-to-peer suite and a virtual reality product. Table of Contents Our Corporate Structure Our Corporate Reorganization We are a Cayman Islands exempted company, incorporated with limited liability on March 22, 2019. On March 29, 2019, BR Health (a wholly-owned subsidiary of Crescera that controls Guardaya), and Guardaya (which owns 100% of Medcel Editora and CBB Web) merged into Afya Brazil, resulting in the transfer to Afya Brazil of 100% of Medcel Editora and CBB Web and 15% of Uni o Educacional do Planalto Central S.A., or UEPC, a medical school located in the Federal District. Additionally, on June 18, 2019, Afya Brazil acquired an additional 15% interest in UEPC through a contribution by Crescera of its additional 15% interest in UEPC into Afya Brazil's share capital. The purchase price was R$24.5 million. This contribution was conducted as part of our corporate reorganization and pursuant to the terms and conditions of (i) a purchase agreement between BR Health and UEPC's controlling shareholders, which was assigned by BR Health to Crescera on March 25, 2019, and which required Crescera to acquire the 15% interest in UEPC directly from UEPC's controlling shareholders, and (ii) an investment agreement dated March 29, 2019, among Crescera, certain members of the Esteves family, a minority shareholder and Afya Brazil, pursuant to which Crescera agreed to subsequently contribute its additional 15% interest in UEPC into Afya Brazil's share capital in exchange for a certain number of shares in Afya Brazil, to be calculated at the time of the contribution in accordance with the calculation formula set forth in the investment agreement. Prior to the consummation of our initial public offering, which closed on July 23, 2019, the Esteves Family, Crescera, other members of the Esteves family and the other shareholders of Afya Brazil, or the Afya Brazil Minority Shareholder Group, contributed all of their shares in Afya Participa es S.A. (formerly NRE Participa es S.A.), or Afya Brazil, to us. In return for this contribution, we issued 58,485,140 new Class B common shares to Nicolau Carvalho Esteves, Ros ngela de Oliveira Tavares Esteves and Crescera and 17,370,248 new Class A common shares to the other members of the Esteves family and the Afya Brazil Minority Shareholder Group, in each case in a one-to-28 exchange for the shares of Afya Brazil contributed to us. Until the contribution of Afya Brazil shares to us, we had no operations and had only nominal assets and liabilities and no material contingent liabilities or commitments. After accounting for the new Class A common shares that will be issued and sold by us in this offering, we will have a total of 92,764,203 common shares issued and outstanding immediately following this offering, 49,557,773 of these shares will be Class B common shares beneficially owned by the Esteves Family and Crescera, and 43,186,430 of these shares will be Class A common shares beneficially owned by investors purchasing in this offering and our initial public offering. Roll-up transactions On June 14, 2019, we concluded the roll-up of the minority shareholders of Instituto Educacional Santo Agostinho S.A., or FASA, to Afya Brazil. On June 16, 2019, we concluded the roll-up of the minority shareholders of IESP to Afya Brazil. On June 17, 2019, we concluded the roll-up of the minority shareholders of UNIVA O to Afya Brazil. Initial Public Offering On July 18, 2019, the registration statement on Form F-1 (File No 333-232309) relating to our initial public offering of our class A common shares was declared effective by the SEC. On July 23, 2019, we closed our initial public offering, pursuant to which we issued and sold 13,888,887 Class A common shares and certain selling shareholders sold 1,916,954 Class A common shares. *Except for UEPC, all subsidiaries are controlled and/or wholly owned by Afya Brazil. **ITPAC Palmas, ITPAC Camet , ITPAC Cruzeiro do Sul and ITPAC Manacapuru are branches of ITPAC Aragua na, ITPAC Abaetetuba and ITPAC Bragan a are branches of ITPAC Porto Nacional, and ITPAC Santa In s and ITPAC Itacoatiara are branches of IPTAN. Campuses for ITPAC Camet , ITPAC Cruzeiro do Sul, ITPAC Manacapuru, ITPAC Abaetetuba, ITPAC Bragan a, ITPAC Santa In s and ITPAC Itacoatiara are expected to open by 2021. ***RD means RD Administra o e Participa es Ltda. ****CIS means Centro Integrado de Sa de de Teresina Ltda. *****ESMC was incorporated through the spin-off of FASA, with the transfer from FASA to ESMC of the assets of FASA located in the State of Minas Gerais. Recent Developments Acquisitions UniRedentor On November 1, 2019, Afya Brazil entered into a purchase agreement for the acquisition of 100% of UniRedentor Sociedade Universit ria Redentor, or UniRedentor. UniRedentor is a post-secondary education institution with governmental authorization to offer on-campus, undergraduate courses in medicine in the State of Rio de Janeiro. UniRedentor also offers other health-related undergraduate degrees and graduate programs in medicine and health, as well as other courses. In 2019, UniRedentor's gross revenue totaled R$131.0 million and approximately 76% of its gross revenue came from health-related programs. The transaction was consummated on January 31, 2020. The aggregate purchase price was R$225 million, of which: (i) R$125 million was paid in cash on January 31, 2020, and (ii) R$100 million is payable in five equal installments through May 2024, adjusted by the CDI rate. The acquisition contributed 112 medical school seats to us, with a potential 44 additional medical school seats subject to approval by MEC. shares. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus. For investors outside the United States: Neither we, the selling shareholders, any of the underwriters nor any of our or their affiliates have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our Class A common shares and the distribution of this prospectus outside the United States and in their jurisdiction (including Brazil). However, we may make offers and sales outside the United States in circumstances that do not constitute a public offer or distribution under applicable laws and regulations. We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate name, logos and website names. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the and symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names. Table of Contents Potential Acquisition Afya Brazil is in advanced discussions to acquire a post-secondary education institution with governmental authorization to offer on-campus post-secondary undergraduate courses in medicine. The purchase price is expected to be between R$330 million and R$350 million, including indebtedness of the target. However, there can be no assurance that the parties will enter into a purchase agreement. Medical School Authorizations On September 30, 2019, following the revocation by the courts of the injunctions suspending the awards to open and operate medical schools in the cities of Bragan a and Abaetetuba, both in the State of Par , in connection with the "Mais M dicos" program (as described in "Business Legal Proceedings "Mais M dicos" Proceedings"), we obtained the authorizations from MEC to open and operate our medical schools in Bragan a and Abaetetuba. The authorizations contributed 100 medical seats to Afya. CFO Transition Plan On January 13, 2020, we announced that Luciano Toledo de Campos, our Chief Financial Officer, had notified us of his intention to leave Afya for personal reasons. Mr. Campos will remain with Afya as Chief Financial Officer to ensure a smooth and effective transition of his duties, including through our scheduled full year 2019 financial results announcement. We have already started conducting our search for our next Chief Financial Officer and are at an advanced stage in our search. FASA Spin-Off On January 1, 2020, we incorporated ESMC Educa o Superior Ltda., or ESMC, and transferred the two FASA campuses located in the State of Minas Gerais, which do not offer medicine courses, to ESMC. As of the date of this prospectus, FASA's activities are concentrated in its two campuses located in the State of Bahia, which offer medicine courses, among others. This spin-off did not have an impact on our consolidated financial statements. Summary of Risk Factors An investment in our Class A common shares is subject to a number of risks, including risks related to our business and industry, risks related to Brazil and risks related to the offering and our Class A common shares. The following list summarizes some, but not all, of these risks. Please read the information in the section entitled "Risk Factors" for a more thorough description of these and other risks. Risks Relating to Our Business and Industry We may not be able to identify and acquire new medical higher education institutions or meet our strategic and financial goals in connection with any business acquisition we seek, and difficulties in effectively integrating and managing a growing number of campuses may adversely affect our strategic objectives. Our limited operating history as a consolidated company, our recent acquisitions and the comparability of our results may make it difficult for investors to evaluate our business, financial condition, results of operations and prospects. The unaudited pro forma financial information included in this prospectus is presented for illustrative purposes only and may not be indicative of our combined financial condition or results of operations after giving effect to the acquisitions of IPTAN, IESVAP, IESP, FADEP and Medcel, or the Pro Forma Transactions. Table of Contents Our revenues are highly concentrated in the tuition fees we charge for our medical courses and other clinical programs, and any economic, market or regulatory factors adversely affecting such medical courses and clinical programs could lead to decreased demand in the medical and clinical courses we offer, which could materially adversely affect us. Changes to the rules or delays or suspension of tuition payments made through the Higher Education Student Financing Fund (Fundo de Financiamento ao Estudante do Ensino Superior), or FIES, may adversely affect our cash flows and our business. If we lose the benefits of federal tax exemptions provided under the University for All Program (Programa Universidade para Todos), or PROUNI, our business, financial condition and results of operations may be adversely affected. An increase in delays and/or defaults in the payment of tuition fees may adversely affect our income and cash flows. Any increase in the attrition rates of students in our education programs may adversely affect our results of operations. Risks Relating to Brazil The Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement as well as Brazil's political and economic conditions could adversely affect our business and the price of our Class A common shares. Economic uncertainty and political instability in Brazil may harm our business and the price of our Class A common shares. Inflation and certain measures by the Brazilian government to curb inflation have historically harmed the Brazilian economy and Brazilian capital markets, and high levels of inflation in the future would adversely affect our business and the price of our Class A common shares. Exchange rate instability may have adverse effects on the Brazilian economy, us and the price of our Class A common shares. Risks Relating to the Offering and our Class A Common Shares An active trading market for our Class A common shares may not be sustainable. If an active trading market is not maintained, investors may not be able to resell their shares at or above the offering price and our ability to raise capital in the future may be impaired. The Esteves Family and Crescera, our largest group of shareholders, own 100% of our outstanding Class B common shares, which will represent approximately 92.0% of the voting power of our issued share capital following this offering, and will control all matters requiring shareholder approval. This concentration of ownership and voting power limits your ability to influence corporate matters. Our dual class capital structure means our shares will not be included in certain indices. We cannot predict the impact this may have on our share price. We are a Cayman Islands exempted company with limited liability. The rights of our shareholders, including with respect to fiduciary duties and corporate opportunities, may be different from the rights of shareholders governed by the laws of U.S. jurisdictions. represent less than 1% of our gross tuition fees). For further information, see "Presentation of Financial and Other Information Combined Tuition Fees." Table of Contents Corporate Information Our principal executive offices are located at Alameda Oscar Niemeyer, No. 119, Salas 502, 504, 1,501 and 1,503, Vila da Serra, Nova Lima, Minas Gerais, Brazil. Our telephone number at this address is +55 (31) 3515 7550. Investors should contact us for any inquiries through the address and telephone number of our principal executive office. Our principal website is www.afya.com.br. The information contained in, or accessible through, our website is not incorporated into this prospectus or the registration statement of which it forms a part. Implications of Being an Emerging Growth Company As a company with less than US$1.07 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include: a requirement to have only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations disclosure; an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, in the assessment of our internal control over financial reporting; reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements and registration statements; and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute arrangements. We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than US$1.07 billion in annual revenue, have more than US$700 million in market value of our Class A common shares held by non-affiliates or issue more than US$1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have taken advantage of the requirement to have only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations disclosure in this prospectus and we may choose to take advantage of other reduced reporting burdens in future filings. Accordingly, the information contained herein and the information that we provide to our shareholders may be different than the information you might get from other public companies. In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Given that we currently report and expect to continue to report under IFRS, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/AGAE_allied_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/AGAE_allied_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e7ed3bc111999acd7cd307e5a6a8f400f66e92de
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/AGAE_allied_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary contains basic information about us and the offering contained elsewhere in this prospectus. Because it is a summary, it does not contain all the information that you should consider before investing in our common stock. You should read and carefully consider the entire prospectus before making an investment decision, especially the information presented under the headings "Risk Factors," "Cautionary Note Regarding Forward-Looking Statements," "Management s Discussion and Analysis of Financial Condition and Results of Operations" and all other information included in this prospectus in its entirety before you decide whether to purchase any securities offered by this prospectus. Company Overview Background Allied Esports Entertainment Inc. ("AESE"), formerly known as Black Ridge Acquisition Corp, or "BRAC", was incorporated in Delaware on May 9, 2017 as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Allied Esports Media, Inc. ("AEM"), a Delaware corporation, was formed in November 2018 to act as a holding company for Allied Esports International Inc. ("Allied Esports") and immediately prior to the closing of the Merger (see below) to also include Noble Link Global Limited ("Noble Link"). On December 19, 2018, BRAC, Noble Link and AEM executed an Agreement and Plan of Reorganization (as amended, the "Merger Agreement"). On August 9, 2019 (the "Closing Date"), Noble Link merged with and into AEM, with AEM being the surviving entity. Further, on the Closing Date, a subsidiary of AESE merged with and into AEM pursuant to the Merger Agreement, with AEM being the surviving entity (the "Merger"). Allied Esports, together with its subsidiaries, owns and operates the esports-related businesses of AESE. Noble Link (prior to the Merger) and its wholly owned subsidiaries Peerless Media Limited, Club Services, Inc. and WPT Enterprises, Inc. operate the poker-related business of AESE and are collectively referred to herein as "World Poker Tour" or "WPT." References to the "Company" are to the combination of AEM and WPT during the period prior to the Merger and to AESE and its subsidiaries after the Merger. The Company AESE operates a premier public esports and entertainment company, consisting of the Allied Esports and World Poker Tour businesses. The World Poker Tour is a premier name in internationally televised gaming and entertainment with brand presence in land-based poker tournaments, television, online and mobile. Leading innovation in the sport of poker since 2002, WPT helped ignite the global poker boom with the creation of a unique television show based on a series of high-stakes poker tournaments. WPT s Tour Events are held at locations throughout the world and have awarded more than one billion in prize dollars in its 18-year history. WPT has broadcast globally in more than 150 countries and territories, and is currently producing its 18th season, which airs on FOX Sports Regional Networks in the United States. Season 18 of WPT is currently sponsored by its online subscription-based poker service, ClubWPT.com. WPT offers a suite of online poker services which it operates by itself and through its partners offering consumers the ability to access gaming content on a year-round 24/7 basis. ClubWPT.com is a unique online membership site that offers inside access to the WPT, as well as a sweepstakes-based poker club available in 35 states across the United States and Washington D.C., and four foreign countries, with innovative features and state-of-the-art creative elements inspired by WPT s 18 years of experience in gaming entertainment. In addition, WPT licenses its brand to social gaming sites through partners like Zynga as well as to educational learning platforms such as LearnWPT. These online products are scalable and offer geographic access that might be limited if WPT relied on tour stop participation alone. Additionally, WPT benefits from managing its own distribution business which currently has more than 1,100 hours of broadcast-ready content, and offers demographically similar programming to its poker content, such as esports, golf and MMA. WPT uses this large suite of programming as leverage to seek preferred airtimes on its various distribution channels where it may promote its online products or offer airtime to sponsors in territories they seek to enter. WPT also participates in strategic brand license, partnership, sponsorship opportunities and music licensing. For the past 16 years of its 18-year history, WPT s business model has successfully utilized the following three pillars for its business model in the sport of poker: in-person experiences; developing multiplatform content; and providing interactive services. WPT utilizes its in-person experiences to expand its brand throughout the world and creates content from such experiences to monetize its brand as part of its multiplatform content. WPT s live events all over the world and distribution of its content via broadcast, streaming and social media, allow WPT to generate significant marketing opportunities for both its sponsors and its own products. WPT has taken advantage of this marketing arm to promote several interactive products: ClubWPT, its subscription-based online poker club that WPT owns and operates, which also offers social poker; PlayWPT, a web and mobile social poker product that is operated by a third party utilizing software and branding that WPT licenses to such provider; Zynga Poker, who operates one of the world s largest social poker products, to whom WPT has licensed its brand for certain WPT-branded poker tournaments on their platform; and HongKong Triple Sevens Interactive Co., Ltd, who licenses WPT s Alpha8 brand to operate a social poker product they are in the process of developing. In addition to the three-pillar approach to monetizing the WPT brands as described above, WPT has also been able to combine these approaches in a regional manner to create localized versions of the WPT in other parts of the world. WPT believes that this increased reach will have long-term benefits to WPT s brand image and profitability. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered (1) Proposed maximum offering price per security Proposed maximum aggregate offering price Amount of registration fee (2) Common stock, par value $0.0001 per share 24,042,782 $ 2.10 (2) $ 50,489,842.20 $ 6,553.58 (1) There is also being registered hereunder an indeterminate number of additional shares of common stock as shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ABOUT THIS PROSPECTUS Unless otherwise stated or the context otherwise requires, the terms "we," "us," "our," "AESE" and the "Company" refer to Allied Esports Entertainment, Inc. and its subsidiaries. This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the "SEC"), pursuant to which the selling stockholders may, from time to time, offer and sell or otherwise dispose of the securities covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus, even though this prospectus is delivered or securities are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus in making your investment decision. You should also read and consider the information in the documents to which we have referred you under the captions "Where You Can Find More Information" in this prospectus. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See "Risk
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/AGTX_agentix_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/AGTX_agentix_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/AGTX_agentix_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/AHCO_adapthealt_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/AHCO_adapthealt_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/AHCO_adapthealt_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/AI_c3-ai-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/AI_c3-ai-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c1f143f890efcccd81d0667c0e5a6b3a957ccdb9
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/AI_c3-ai-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Our fiscal year ends on April 30. Unless the context otherwise requires, all references in this prospectus to we, us, our, our company, and C3.ai refer to C3.ai, Inc. and its subsidiaries. Unless otherwise indicated, references to our common stock include our Class A common stock and Class B common stock. OVERVIEW C3.ai C3.ai is an Enterprise AI software company. We provide software-as-a-service, or SaaS, applications that enable the rapid deployment of enterprise-scale AI applications of extraordinary scale and complexity that offer significant social and economic benefit. All C3.ai software applications can be deployed on Azure, Amazon Web Services, or AWS, the IBM Cloud, Google Cloud Platform, or on-premise. Enterprise AI Software Solutions We provide three primary families of software solutions The C3 AI Suite, our core technology, is a comprehensive application development and runtime environment that is designed to allow our customers to rapidly design, develop, and deploy Enterprise AI applications of any type. C3 AI Applications, built using the C3 AI Suite, include a large and growing family of industry-specific and application-specific turnkey AI solutions that can be immediately installed and deployed. C3.ai Ex Machina, our no-code solution that provides secure, easy access to analysis-ready data, and enables business analysts without data science training to rapidly perform data science tasks such as building, configuring, and training AI models. Large Total Addressable Market We serve a large and rapidly growing market, estimated to be $174 billion in 2020, growing to $271 billion in 2024, a 12% compound annual growth rate, or CAGR. Our solutions address use cases across Enterprise AI Software. $18 billion in 2020, $44 billion in 2024, a 24% CAGR.1 Enterprise Infrastructure Software. Application Development, Infrastructure, and Middleware Data Integration and Quality Tools, and Master Data Management Products $63 billion in 2020, $82 billion in 2024, a 7% CAGR.2 Enterprise Applications. Analytics, Business Intelligence and Customer Relationship Management, or CRM $93 billion in 2020, $145 billion in 2024, a 12% CAGR.3 By any standards, this is a large and rapidly growing addressable market opportunity. First-Mover Advantage We believe we enjoy a significant first-mover advantage in Enterprise AI, based on our significant investment in our products and technology over the last decade of development. We are not aware of others who have made as much progress as we have in this space. We believe that we have the world s most extensive Enterprise AI production footprint. Our goal is 1 Source IDC, Worldwide Artificial Intelligence Systems Spending Guide, September 2019 2 Source Gartner, Forecast Enterprise Infrastructure Software, Worldwide, 2018-2024, 3Q20 Update 3 Source Gartner, Forecast Enterprise Application Software, Worldwide, 2018-2024, 3Q20 Update The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS (Subject to Completion) Issued December 7, 2020 15,500,000 Shares Class A Common Stock C3.ai, Inc. is offering 15,500,000 shares of our Class A common stock. This is our initial public offering, and no public market currently exists for our shares of common stock. We anticipate that the initial public offering price will be between $36.00 and $38.00 per share. We have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 50 votes per share and is convertible into one share of Class A common stock. Each of Spring Creek Capital, LLC, an affiliate of Koch Industries, Inc., and Microsoft Corporation has entered into an agreement with us pursuant to which it has agreed to purchase $100.0 million and $50.0 million, respectively, of our Class A common stock in a private placement at a price per share equal to the initial public offering price. These transactions are contingent upon, and are scheduled to close immediately subsequent to, the closing of this offering. Outstanding shares of Class B common stock will represent approximately 65.34% of the voting power of our outstanding capital stock immediately following this offering and the concurrent private placements. Our founder, Chief Executive Officer, and Chairman of the Board, Thomas M. Siebel, will hold or have the ability to control approximately 71.84% of the voting power of our outstanding capital stock immediately following this offering and the concurrent private placements. We believe we are eligible for but do not intend to take advantage of the controlled company exemption to the corporate governance rules for New York Stock Exchange-listed companies. We have been approved to list our Class A common stock on the New York Stock Exchange under the symbol AI. We are an emerging growth company as defined under the federal securities laws. Investing in our Class A common stock involves risks. See the section titled Risk Factors beginning on page 16. PRICE $ A SHARE Price to Public Underwriting Discounts and Commissions(1) Proceeds to C3.ai, Inc. Per Share$$$ Total$$$ __________________ (1)See the section titled Underwriters for a description of the compensation payable to the underwriters. At our request, the underwriters have reserved up to 5% of the shares offered by this prospectus for sale at the initial public offering price through a directed share program to certain individuals identified by our officers and directors who have expressed an interest in purchasing common stock in this offering. For additional information, see the section titled Underwriters. We have granted the underwriters the right to purchase up to an additional 2,325,000 shares of Class A common stock. Certain funds and accounts managed by subsidiaries of BlackRock, Inc., or the BlackRock Funds, and one or more entities affiliated with Capital Research Global Investors, have each separately indicated an interest in purchasing shares of Class A common stock at the initial public offering price, representing up to 20% of the shares of Class A common stock offered in this offering on a combined basis. These indications of interest are not binding agreements or commitments to purchase. As a result, either the BlackRock Funds, Capital Research Global Investors, or both could determine to purchase more, less or no shares in this offering, or the underwriters could determine to sell more, fewer or no shares to the BlackRock Funds or to Capital Research Global Investors. The underwriters would receive the same discount on any of the shares sold to the BlackRock Funds or to Capital Research Global Investors as they would from any other shares sold to the public in the offering. The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of Class A common stock to purchasers on or about , . MORGAN STANLEYJ.P. MORGANBofA SECURITIES DEUTSCHE BANK SECURITIES CANACCORD GENUITYJMP SECURITIESKEYBANC CAPITAL MARKETSNEEDHAM COMPANYPIPER SANDLERWEDBUSH SECURITIES , 2020 to establish and maintain a global leadership position in Enterprise AI across all market segments including large enterprises, small and medium businesses, and government entities. Rapid Revenue Growth We are growing rapidly, with total revenue of $156.7 million in the fiscal year ended April 30, 2020 compared to $91.6 million in the fiscal year ended April 30, 2019, representing year-over-year growth of 71%. Over the same period, our subscription revenue grew to $135.4 million from $77.5 million, a 75% increase. The bulk of our revenue accrues from subscription software, accounting for roughly 86% of our total revenue. We incurred net losses of $69.4 million and $33.3 million in the fiscal years ended April 30, 2020 and 2019, respectively. Lighthouse Customers Our market-entry strategy has been to establish high-value customer engagements with large global early adopters, or lighthouse customers, in Europe, Asia, and the United States across a range of industries. These lighthouse customers serve as proof points for other potential customers in their particular industries. We have established strategic relationships with our customers that include many of the world s iconic organizations, demonstrating the utility of our Enterprise AI software solutions across geographies, cultures, vertical markets, and a wide range of use-cases at small, medium, and even the largest industrial scale. We work to replicate those deployments across similar companies within each vertical market. High-Value Outcomes We are enabling the digital transformation of many of the world s leading organizations and, in the process, helping them to attain short time-to-value and exceptionally high economic returns. At some companies, based on feedback from our customers, we estimate our solutions have resulted in hundreds of millions of dollars in annual economic benefit.4 We estimate, based on our production C3.ai roadmaps, that we may enable billions of dollars in annual economic benefit for our customers.5 Rapid Time to Value The key to our market success to date, and our primary competitive differentiator, is our ability to leverage the C3 AI Suite and C3 AI Applications to bring high-value Enterprise AI applications into production use rapidly. We have deployed Enterprise AI applications into production use in as little as four weeks. Outsized Average Total Subscription Contract Value As a result of the high-value outcomes that we enable, we enjoy uncommonly high total contract values for software subscriptions. Our average total subscription contract value for contracts entered into in fiscal years 2016, 2017, 2018, 2019, and 2020 was $1.2 million, $11.7 million, $10.8 million, $16.2 million, and $12.1 million, respectively. We believe this is a high-water mark for the applications software industry.6 We are able to drive these extraordinary subscription contract values because of the high-value outcomes we provide to our customers we enable some of the largest companies in the world to succeed in their most mission-critical digital transformation projects. Total contract value is the sum of total subscription contract value plus paid trials, contractual increases of less than 12 months in duration, and monthly actual usage-based fees. Our average total contract value for contracts entered into in fiscal 4 Management estimates based on results from trials or deployments using customer data from more than 20 projects across 15 customers. Data and feedback were collected from 2016 to 2020. See the section titled Market, Industry, and Other Data for additional information. 5 Based on actual results achieved in trials or deployments using actual customer data and business processes as provided by our customers. These estimates are limited by the scaling factors of extrapolating these results from the specific project scope of each trial or deployment across the customer s entire business. These estimates are based on more than 20 projects across 15 customers, and the data and feedback were collected from customer engagements occurring in the years 2016 to 2020. 6 Based on our review of the estimated contract values of approximately 100 representative applications software companies from publicly available sources. See the section titled Market, Industry, and Other Data for additional information. years 2016, 2017, 2018, 2019, 2020, and the six months ended October 31, 2020 was $0.6 million, $2.6 million, $1.2 million, $1.4 million, $1.3 million, and $1.7 million, respectively. The average total subscription contract value is decreasing and we expect it to continue to decrease as we have restructured our sales organization and expanded our market-partner ecosystem to effectively address small, medium, and large enterprise sales opportunities. We have seen significant progress to date in this regard. Our average total subscription contract value for the six months ended October 31, 2020 was $7.7 million. Land and Expand After their initial contract with us, our customers tend to expand the use of our products and, as a result, may purchase additional applications, additional developer seats, additional software products, additional runtime usage, and additional services. We define an Entity as a separate buying entity that has an active contract to deploy the C3 AI Suite or one or more C3 AI Applications. We often provide our software to a distinct department, business unit, or group within such single buying entity and define a customer as each distinct department, unit, or group within an Entity. The average initial subscription contract value with our largest 15 Entities from 2010 to date is $12.8 million. On average, each of these Entities has purchased an additional $26.1 million in product subscriptions and services from us since their initial subscription contract to date as they expanded existing use cases and added additional use cases to their roadmaps. Extensive Partner Ecosystem We have established strategic relationships with technology leaders including AWS, Baker Hughes, Fidelity National Information Services, or FIS, Google, IBM, Microsoft, and Raytheon. These world-leading technology companies can marshal tens of thousands of talented resources to establish and serve small, medium, and large C3.ai customer relationships at global scale. Leveraged Go-to-Market Model Our market entry growth strategy has been to employ a direct sales organization organized in a traditional geographic industry market matrix, partnered with C3.ai technical experts in our forward deployed engineering organization, to establish and expand customer relationships with large lighthouse customers with a diversity of AI use cases across a range of industry segments. Our sales and engagement efforts are frequently closely coordinated with our marketing partners including AWS, Baker Hughes, FIS, Google, IBM, and Microsoft. Having established the scalability of our product offerings and their utility across a wide range of AI use cases at large-enterprise scale, we are now (1) expanding those same use cases across similar companies, (2) establishing middle market sales organizations, including telesales and online sales, and (3) leveraging our marketing partners as enterprise and mid-market distribution channels. Revenue Model The bulk of our revenue is generated from subscriptions to our software, accounting for roughly 86% of our total revenue. We currently have four primary revenue sources Term subscriptions of the C3 AI Suite, usually three years in duration. Term subscriptions of C3 AI Applications, usually three years in duration. Monthly runtime fees of the C3 AI Applications and customer-developed applications built using the C3 AI Suite, usage-based upon CPU-hour consumption. Professional services fees associated with training and assisting our customers. Recognized AI-Industry Leadership We have won many industry recognitions, including CNBC Disruptor 50 (2020, 2019, 2018), BloombergNEF Pioneer (2020), Forbes Cloud 100 (2020, 2019, 2018, 2017), Deloitte Technology Fast 500 (2019), and EY Entrepreneur of the Year (2018, 2017), and have been named a leader by Forrester Wave Industrial IoT Software Platforms (2019, 2018). Our Secret Sauce C3.ai Model-Driven Architecture The C3 AI Suite, with its proprietary model-driven architecture, addresses the requirements for the digital transformation software stack, providing a low-code no-code AI and Internet of Things, or IoT, platform that accelerates software development, reduces cost and risk, and delivers applications that are flexible enough to meet evolving needs. We believe Enterprise AI applications require a new digital transformation software stack. The traditional approach to developing AI and IoT enterprise software i.e., using structured programming to build applications by assembling and integrating various open source components and cloud services can be slow, costly, and ineffective. Due to daunting technical requirements, among other reasons, a recent study has shown that 84% of Enterprise AI deployments have not scaled. Enabled by our proprietary model-driven architecture, the C3 AI Suite and C3 AI Applications allow organizations to dramatically simplify and accelerate Enterprise AI adoption. Compared to the structured programming approach that most organizations typically attempt, we estimate that our model-driven architecture speeds development by a factor of 26, while reducing the amount of code that must be written by up to 99%. We enjoy a rich patent portfolio that presents a substantial competitive advantage in the Enterprise AI market most notably, our recently issued U.S. patents (No. 10,817,530 and No. 10,824,634) which were granted for systems, methods, and devices for an enterprise AI and internet-of-things platform. The C3 AI Suite enables us to rapidly and successfully deploy functionally rich, high-value Enterprise AI applications even at the largest enterprise scale. Competition Our primary competition is largely do-it-yourself, custom-developed, company-specific AI platforms and applications. These tend to be very costly complex software engineering projects, often fail, and, if successful, usually require many years to realize economic return. We are unaware of any end-to-end Enterprise AI development platforms that are directly competitive with the C3 AI Suite. Sales Alliances Strategic partnerships are core to our growth strategy with market-leading companies offering highly leveraged distribution channels to various markets. To date, we have established such a partnership with Baker Hughes to address the needs of the global oil and gas market, with FIS to address needs in the financial services market, with Raytheon to serve the U.S. defense and intelligence communities, and with Microsoft and Adobe to address the next generation of CRM. In addition, we have announced global alliances with AWS, IBM, Intel, and Microsoft to jointly market, sell, and service our combined solutions across industry verticals. In the majority of our sales opportunities we are aligned with one or more of these partners. Thought Leadership Our Chief Executive Officer, Tom Siebel, and our Chief Technology Officer, Ed Abbo, are recognized leaders in information technology, facilitating broad market validation by media, analysts, and industry groups. Their decades of technology leadership in enterprise software position them well to engage strategically with the executive leadership of leading corporations and government entities. University Relations C3.ai Digital Transformation Institute Established in February 2020, the C3.ai Digital Transformation Institute, or C3.ai DTI, is a research consortium dedicated to accelerating the benefits of artificial intelligence for business, government, and society. C3.ai DTI engages the world s leading scientists to conduct research and train practitioners in the new Science of Digital Transformation, which operates at the intersection of artificial intelligence, machine learning, cloud computing, internet of things, big data analytics, organizational behavior, public policy, and ethics. C3.ai DTI is a coalition of some of the world s leading research institutions including Princeton, Carnegie Mellon, MIT, University of Illinois at Urbana-Champaign, University of Chicago, UC Berkeley, Stanford, the National Center for Supercomputing Applications, and Lawrence Berkeley Labs, in partnership with Microsoft and C3.ai. C3.ai DTI provides organization and funding for wide-ranging fundamental research to develop advanced AI techniques, methods, and processes to accelerate the Science of Digital Transformation. Funding, computing resources, Azure resources, and unlimited use of the C3 AI Suite are being provided to these researchers and institutions as the AI research platform. C3.ai DTI has initially funded 26 research projects to develop new AI techniques to address the challenges of the COVID-19 pandemic. In addition to contributing to the public good, C3.ai DTI exposes the capabilities of our AI Suite and AI Applications to potentially thousands of researchers, undergraduates, and graduate students at these world-renowned institutions. This helps to further build the community of C3.ai users and to establish C3.ai as the standard for developing and deploying large-scale Enterprise AI applications to solve the world s hardest problems. Growth Strategy We are substantially investing in the expansion of our direct enterprise sales and service organization both geographically and across vertical markets to expand the use of C3.ai solutions within existing customers and establish new customer relationships. We will continue to focus on the success of our customers to increase penetration of our existing customer base. We will continue to expand our major account sales organization to focus on large enterprise software agreements. We will continue to expand our enterprise sales organization globally, focused on divisions of Fortune 500 companies as well as with smaller and medium-sized businesses. We will expand our leveraged distribution channel with additional strategic partners like Baker Hughes, FIS, Microsoft, and Raytheon. We will continue to develop high volume distribution channels including digital marketing, telesales, and strategic distributors, particularly to address the needs of small and medium businesses. We are bringing new product families to market that we believe will develop into substantial recurring revenue streams for C3.ai. We expect to enter into additional strategic development and distribution agreements, like those we have in place with Baker Hughes, FIS, Microsoft, and Raytheon, that we expect will provide us highly leveraged access to other vertical and horizontal markets. Rich Human Capital Our strongest asset is unquestionably the human capital we have been able to attract, retain, and motivate. We have won the Glassdoor Best Place to Work award, were named a WayUp Top 100 Internship Program, and are consistently ranked amongst the best places to work. We attract exceptionally talented, highly educated, experienced, motivated employees. We hired 214 new employees in the past year. We received approximately 52,000 applications for those positions. Approximately 10,000 of those were engaged in rigorous skill evaluation and interview cycles for a final selection of 214. Fifty-seven percent of our employees have advanced degrees, many from the world s most prestigious institutions. Veteran Disciplined Management Our executive leadership team, led by our CEO, Tom Siebel, has individually and collectively managed some of the world s most successful and rapidly growing software companies, including Oracle and Siebel Systems. This is a team that has created markets and has a demonstrated history of responsible management and commitment to employees, customers, and investors. We enjoy exceptional levels of experience, discipline and rigor in our management practices that transcend market cycles and market bubbles. We are focused on building a rapidly growing, professional, structurally cash-positive, and structurally profitable company in the long term with the singular focus of establishing a global leadership position in Enterprise AI with a long trail of satisfied customers. Our CEO, Tom Siebel, is a seasoned software innovator who has and continues to receive broad industry recognition for his leadership. A sample of his honors and awards include Entrepreneur of the Year EY, 2018 Glassdoor Top CEO 2018 Honorary Ph.D. Politecnico di Torino, 2018 Entrepreneur of the Year EY, 2017 Best Places to Work, 100% CEO approval rating Glassdoor, 2017 Most Admired CEO Lifetime Achievement Award San Francisco Business Times, 2016 Academy of Arts and Sciences, Elected Member April 2013 #3 of the World s Top 25 Philanthropists Barron s, November 2010 Woodrow Wilson Award for Corporate Citizenship Engineering at Illinois Hall of Fame University of Illinois at Urbana-Champaign, 2010 #5 of the World s Top 25 Philanthropists Barron s, 2009 Top 50 Philanthropists BusinessWeek 2007, 2008 Honorary Ph.D. Engineering University of Illinois at Urbana-Champaign, 2006 Thomas M. Siebel, Master Entrepreneur of the Year Ernst Young, 2003 Entrepreneurial Company of the Year Harvard Business School, 2003 Hall of Fame CRM Magazine, 2003 CEO of the Year Industry Week, 2002 Top 25 Managers in Global Business BusinessWeek, 1999 to 2002 Top 10 CEOs of 2000 Investor s Business Daily, 2000 The World s Most Influential Software Company BusinessWeek, 2000 The Most Influential Company in IT Intelligent Enterprise, 2000 Fastest Growing Technology Company Deloitte Touche, 1999 Fastest Growing Company in America Fortune, 1999 C3.ai Investment Thesis Enterprise AI is a huge addressable market. We have a highly experienced CEO and management team with an established track record of identifying large technology markets in their nascent stage, developing innovative, superior solutions to meet the needs of those markets, assembling and organizing high-performance organizations, and building rapidly growing, financially sound, cash-positive, profitable, professionally managed, market-leading companies that accrue substantial value to customers, employees, partners, and investors. We have developed a patented Enterprise AI suite enabling the successful digital transformation of leading corporations and government entities. First-mover advantage. Technology leadership. Substantial market eco-system. Recognized Enterprise AI market leadership. A high-performance corporate culture. Focused on excellence in execution. We are in this for the long run, with the singular focus of establishing and maintaining recognized technology innovation and global market leadership in the Enterprise AI application software market. C3.ai, Inc. Letter from the Chief Executive Officer This is my fourth decade in the information technology industry. After completing my graduate work in Computer Science, specifically relational database theory, I was recruited to the then start-up Oracle. The relational database market was nascent when I joined Larry Ellison and Bob Miner at Oracle in 1983. The global market for information technology was $224 billion, and, as I recall, the RDBMS market was less than $20 million. I was satisfied that the fundamental economics of application development and information processing assured the ascendance of RDBMS. That turned out to be a pretty good bet. A decade later, Oracle grew to exceed $1 billion in revenue. The information technology market had grown to exceed $510 billion. We established a clear market leadership position in the RDBMS market. In the mid-1990s, the industry experienced a step function of innovative information technology that proved to dramatically accelerate IT market growth. This included graphical user interface technology, popularized by Microsoft Windows 95, nomadic laptop computers, first introduced by Compaq, broad bandwidth communications, and the post-Mosaic browser ubiquitous internet. As of 1993, as an industry we had successfully applied information technology to automate many business processes including accounting, manufacturing automation, and general office productivity. And yet the business processes of sales, marketing, and customer service were still analog and manual, largely untouched by information technology. In July of 1993, convinced that this presented a huge unserved market opportunity, I founded Siebel Systems, a computer software company committed to successfully applying this new step function of information and communications technology to the business processes of sales, marketing, and customer service. That too turned out to be a good idea. Six years later, Siebel Systems exceeded $2 billion in revenue with 8,000 employees in 29 countries, becoming one of the fastest growing enterprise software companies in history. At Siebel Systems, I believe we invented the CRM market as you know it today, and established a clear global market leading position in that market. Siebel Systems merged with Oracle in 2006. The CRM market is now a $60+ billion software industry. From 1983 through 2006, we saw one wave after another of new technologies mainframes, minicomputers, personal computers, the internet, relational database technology, enterprise application software, and client-server computing. Each technology breakthrough represented a replacement market for its predecessor, fueling a $1.3 trillion industry by 2006. Assessing the IT landscape at the beginning of the 21st century, it became apparent that a new set of technologies was destined to constitute another step function that would change everything about the information processing world, dramatically accelerating the growth of IT markets. This step function of technologies substantially more impactful than anything we had seen before included elastic cloud computing, big data, the internet of things, and AI or predictive analytics. Today, at the confluence of these technology vectors we find the phenomenon of Enterprise AI and Digital Transformation, mandates that are rising to the top of every CEO s agenda. The global IT market exceeds $2.3 trillion today. These technologies were largely nascent in January 2009 when we founded C3.ai with the goal of developing a comprehensive unified software development and enterprise applications solution designed to enable organizations to exploit these new technologies. We succeeded at that task. And in the process, we developed a set of inventions we believe are fundamental to any enterprise AI application, and that are proprietary and patented. We succeeded at deploying high-value Enterprise AI applications at small scale, at medium scale, and at the largest industrial scale. We succeeded across a diverse range of industries and across a wide range of AI use cases. We serve a large and rapidly growing market, estimated to be $174 billion in 2020, growing to $271 billion in 2024. Our goal is to establish a global market-leading position in this market as we did at Oracle and at Siebel Systems. The difference being that this market is an order of magnitude larger than either of those opportunities. I believe we are well-positioned to succeed. The market is large and rapidly growing. We have succeeded at developing a highly differentiated and efficacious AI development platform and an associated family of AI applications. We have
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/AKRO_akero_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/AKRO_akero_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6fd1b31a26ec10bc1fd1e216e073634da63e7929
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/AKRO_akero_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ALAR_alarum_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ALAR_alarum_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ALAR_alarum_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ALEC_alector_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ALEC_alector_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ALEC_alector_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ALEH_ale-group_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ALEH_ale-group_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ALEH_ale-group_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ALTO_alto_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ALTO_alto_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b084a009069cdada519ccca02b9cf83c1d0e3468
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ALTO_alto_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1 RISK FACTORS 6 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 17 USE OF PROCEEDS 18 DIVIDEND POLICY 18 MARKET INFORMATION FOR OUR COMMON STOCK 18 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 19 BUSINESS 42 MANAGEMENT 56 EXECUTIVE COMPENSATION 69 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 85 PRINCIPAL STOCKHOLDERS 92 SELLING SECURITY HOLDERS 94 PLAN OF DISTRIBUTION 96 DESCRIPTION OF NOTE AMENDMENT AGREEMENT 98 DESCRIPTION OF CAPITAL STOCK 100 LEGAL MATTERS 109 EXPERTS 109 WHERE YOU CAN FIND MORE INFORMATION 110 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 110 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus or a supplement to this prospectus. We have not authorized anyone to provide you with different information. The information in this prospectus is accurate only as of the date of this prospectus or the date of any supplement to this prospectus or the date of any supplement to this prospectus, regardless of the time of delivery of this prospectus or any supplement to this prospectus or any sale of our common stock. We are not making an offer to sell shares of common stock, and we are not soliciting an offer to buy shares of common stock, in any jurisdiction where the offer is not permitted. PROSPECTUS SUMMARY This summary highlights selected information included elsewhere in this prospectus and does not contain all of the information you should consider before buying shares of our common stock. You should read the entire prospectus carefully, especially the "Risk Factors" section and financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in shares of our common stock. Some of the statements in this prospectus constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements." In this prospectus, the words "we," "us," "our" and similar terms refer to Pacific Ethanol, Inc., a Delaware corporation, unless the context provides otherwise. Our Company Overview We are a leading producer and marketer of low-carbon renewable fuels in the United States. We operate nine strategically-located production facilities. Four of our plants are in the Western states of California, Oregon and Idaho, and five of our plants are located in the Midwestern states of Illinois and Nebraska. We are the sixth largest producer of ethanol in the United States based on annualized volumes. Our plants have a combined production capacity of 605 million gallons per year. We market all the ethanol, specialty alcohols and co-products produced at our plants as well as ethanol produced by third parties. On an annualized basis, we market nearly 1.0 billion gallons of ethanol and over 3.0 million tons of ethanol co-products on a dry matter basis. Our business consists of two operating segments: a production segment and a marketing segment. Our mission is to be a leading producer and marketer of low-carbon renewable fuels, high-value animal feed and high-quality alcohol products in the United States. We intend to accomplish this goal in part by investing in our ethanol production and distribution infrastructure, lowering the carbon intensity of our ethanol, extending our marketing business into new regional and international markets, and implementing new technologies to promote higher production yields and greater efficiencies. Production Segment We produce ethanol, specialty alcohols and co-products at our production facilities described below. Our plants located on the West Coast are near their respective fuel and feed customers, offering significant timing, transportation cost and logistical advantages. Our plants located in the Midwest are in the heart of the Corn Belt, benefit from low-cost and abundant feedstock production and allow for access to many additional domestic markets. In addition, our ability to load unit trains from our plants located in the Midwest, and barges from our Pekin, Illinois plants, allows for greater access to international markets. We wholly-own all of our plants located on the West Coast and the three plants in Pekin, Illinois. We own approximately 74% of the two plants in Aurora, Nebraska as well as the grain elevator adjacent to those properties and related grain handling assets, including the outer rail loop, and the real property on which they are located, through Pacific Aurora, LLC, or Pacific Aurora, an entity owned approximately 26% by Aurora Cooperative Elevator Company, or ACEC. All of our plants, with the exception of our Aurora East facility, are currently operating. Our Aurora East facility was idled in December 2018 due to unfavorable market conditions. As market conditions change, we may increase, decrease or idle production at one or more operating facilities or resume operations at any idled facility. Calculation of Registration Fee Title of Each Class of Securities to be Registered Amount to be Registered (1) Proposed Maximum Offering Price per Share (2) Proposed Maximum Aggregate Offering Price (2) Amount of Registration Fee (3)(4) Shares of common stock 6,636,862 $ 0.6595 $ 4,377,010.49 $ 568.14 Shares of common stock issuable upon exercise of warrants 5,500,000 $ 0.6595 $ 3,627,250.00 $ 470.82 Total number of shares of common stock to be registered 12,136,862 $ 0.6595 $ 8,004,260.49 $ 1,038.96 (5) (1)In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), the Registrant is also registering hereunder an indeterminate number of shares of common stock that may be issued and resold resulting from stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act based upon the price of $0.6595, which was the average of the high and low prices for the Registrant s common stock on The Nasdaq Capital Market on January 30, 2020. (4)Computed in accordance with Section 6(b) of the Securities Act. (5) Registrant previously paid $1,060.22 The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement becomes effective on such date as the Commission, acting under Section 8(a), may determine. Facility Name Facility Location Estimated Annual Capacity (gallons) Magic Valley Burley, ID 60,000,000 Columbia Boardman, OR 40,000,000 Stockton Stockton, CA 60,000,000 Madera Madera, CA 40,000,000 Aurora West Aurora, NE 110,000,000 Aurora East Aurora, NE 45,000,000 Pekin Wet Pekin, IL 100,000,000 Pekin Dry Pekin, IL 60,000,000 Pekin ICP Pekin, IL 90,000,000 We produce ethanol co-products at our production facilities such as wet distillers grains, or WDG, dry distillers grains with solubles, or DDGS, wet and dry corn gluten feed, condensed distillers solubles, corn gluten meal, corn germ, corn oil, dried yeast and CO2. Marketing Segment We market ethanol, specialty alcohols and co-products produced by our facilities and market ethanol produced by third parties. We have extensive customer relationships throughout the Western and Midwestern United States. Our ethanol customers are integrated oil companies and gasoline marketers who blend ethanol into gasoline. Our customers depend on us to provide a reliable supply of ethanol, and manage the logistics and timing of delivery with very little effort on their part. Our customers collectively require ethanol volumes in excess of the supplies we produce at our production facilities. We secure additional ethanol supplies from third-party plants in California and other third-party suppliers in the Midwest where a majority of ethanol producers are located. We arrange for transportation, storage and delivery of ethanol purchased by our customers through our agreements with third-party service providers in the Western United States as well as in the Midwest from a variety of sources. We market our distillers grains and other feed co-products to dairies and feedlots, in many cases located near our ethanol plants. These customers use our feed co-products for livestock as a substitute for corn and other sources of starch and protein. We sell our corn oil to poultry and biodiesel customers. We do not market co-products from other ethanol producers. Recent Developments Amendments to Credit Facilities On December 20, 2019, our wholly-owned subsidiaries Illinois Corn Processing, LLC, or ICP, and Pacific Ethanol Pekin, LLC, or PE Pekin, amended their term and revolving credit facilities pursuant to which ICP s lender and PE Pekin s lender agreed to waive certain covenant defaults and replaced those covenants with new earnings before interest, taxes, depreciation and amortization and production volume covenants. ICP s lender and PE Pekin s lender also imposed cross-default terms such that, until ICP s lender and PE Pekin s lender collectively receive an aggregate of $40.0 million, a default under the PE Pekin credit agreement would constitute a default under the ICP credit agreement, and vice versa. ICP and PE Pekin also agreed to provide additional security to support their obligations under the ICP credit agreement and PE Pekin credit agreement, respectively, including second lien positions in our production facilities located in the West. ICP s prior scheduled principal payment of $1.5 million, originally due on December 20, 2019, was deferred to the September 20, 2021 maturity date. Scheduled quarterly principal payments of $1.5 million will resume on March 20, 2020. PE Pekin s lender also agreed to defer all scheduled principal installments payable under the term note until August 20, 2021 and we are not required to make the prior scheduled quarterly principal payments of $3.5 million until September 30, 2020, at which time $3.5 million will be due, with the same amount due quarterly thereafter until maturity. The information in this prospectus is not complete and may be changed. The selling security holders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED FEBRUARY 3, 2020 PRELIMINARY PROSPECTUS PACIFIC ETHANOL, INC. 12,136,862 Shares of Common Stock This prospectus relates to the proposed resale by the selling security holders named in this prospectus or their permitted assigns of up to 12,136,862 shares of our common stock, including (i) 5,500,000 shares of our common stock issuable upon exercise of warrants, or the Warrants, held by the selling security holders, or the Warrant Shares, and (ii) 1,106,144 shares of common stock that may be issuable to the selling security holders in connection with certain anti-dilution rights in favor of the selling security holders for certain dilutive issuances through March 31, 2020 based on a weighted-average anti-dilution formula, or the Additional Common Shares. It is anticipated that the selling security holders will sell these shares of common stock from time to time in one or more transactions, in negotiated transactions or otherwise, at prevailing market prices or at prices otherwise negotiated. We will not receive any proceeds from the sale of the shares of common stock. The shares may be sold by the selling security holders to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information regarding the methods of sale you should refer to the section of this prospectus entitled "Plan of Distribution." We are filing the registration statement of which this prospectus is a part to fulfill contractual obligations to do so pursuant to a registration rights agreement, as further described in the prospectus. Our common stock is listed on The Nasdaq Capital Market under the symbol "PEIX." The last reported price of our common stock on January 30, 2020, was $0.6595 per share. Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 6 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2020. On December 29, 2019, ICP and PE Pekin agreed to amend the secured obligations under their respective security agreements to include ICP s unconditional guarantee of the payment of up to an aggregate $40.0 million to satisfy the obligations of PE Pekin under the PE Pekin credit agreement, and PE Pekin s unconditional guarantee of the payment of the same amount to satisfy the obligations of ICP under the ICP credit agreement. See "Management s Discussion and Analysis of Financial Condition and Results of Operations—Pekin Credit Facility and —ICP Credit Facility." Note Amendment Agreement On December 22, 2019, we and certain of the selling security holders entered into a Senior Secured Note Amendment Agreement, or the Note Amendment Agreement, amending and restating our senior secured notes in the form of an Amended and Restated Senior Secured Note, or Note. We paid an aggregate amendment fee of $1,264,000 to holders of our senior secured note holders, allocated among them on a pro rata basis and paid in kind through an increase in the principal amounts of the Notes. On December 23, 2019, CWD Summit, LLC - acting for and on behalf of Candlewood Renewable Energy Series I, an original signatory to the Note Amendment Agreement, transferred 2,872,350 shares of common stock and Warrants to purchase an aggregate 2,856,397 shares of common stock to its eight accredited investor members, which accredited investor members have executed Joinder Agreements with us with respect to the Registration Rights Agreement. As additional consideration for entering into the Note Amendment Agreement, we also issued to the holders of our senior secured notes an aggregate of 5,530,718 shares of our common stock and the Warrant. The common stock and Warrants were allocated pro rata among the holders of our senior secured notes. The shares of common stock are subject to certain anti-dilution rights in favor of the selling security holders for certain dilutive issuances through March 31, 2020 based on a weighted-average anti-dilution formula. See "Description of Note Amendment Agreement" for information relating to the Note Amendment Agreement, Notes, Warrants and related documents. Risk Factors Our business is subject to numerous risks, as more fully described in the section entitled "Risk Factors" beginning on page 6. In particular, risks associated with our business include: If we are unable to timely implement our strategic initiatives and raise sufficient capital on suitable terms, we will likely have insufficient liquidity to operate our business through the next twelve months, or earlier, resulting in a material adverse effect on our business, prospects, financial condition and results of operations, which could result in a need to seek protection under the U.S. Bankruptcy Code. Our plant indebtedness exposes us to many risks that could negatively impact our business, our business prospects, our liquidity and our cash flows and results of operations. We have incurred significant losses and negative operating cash flow in the past and we may incur losses and negative operating cash flow in the future, which may hamper our operations and impede us from expanding our business. Our results of operations and our ability to operate at a profit is largely dependent on managing the costs of corn and natural gas and the prices of ethanol, distillers grains and other ethanol co-products, all of which are subject to significant volatility and uncertainty. Increased ethanol production or higher inventory levels may cause a decline in ethanol prices or prevent ethanol prices from rising, and may have other negative effects, adversely impacting our results of operations, cash flows and financial condition. The market price of ethanol is volatile and subject to large fluctuations, which may cause our profitability or losses to fluctuate significantly. Disruptions in production or distribution infrastructure may adversely affect our business, results of operations and financial condition. Operational difficulties at our plants could negatively impact sales volumes and could cause us to incur substantial losses. Future demand for ethanol is uncertain and may be affected by changes to federal mandates, public perception, consumer acceptance and overall consumer demand for transportation fuel, any of which could negatively affect demand for ethanol and our results of operations. Corporate Information We are a Delaware corporation that was incorporated in February 2005. Our principal executive offices are located at 400 Capitol Mall, Suite 2060, Sacramento, California 95814. Our telephone number is (916) 403-2123 and our Internet website is www.pacificethanol.net. The content of our Internet website does not constitute a part of this prospectus. The Offering Common stock offered by the selling security holders 12,136,862(1) Common stock outstanding prior to this offering 55,929,461 Common stock to be outstanding after this offering 68,066,323(2) The Nasdaq Capital Market symbol PEIX Use of Proceeds We will not receive any of the proceeds from the sale of the shares of common stock being offered under this prospectus. See "Use of Proceeds."
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ALXO_alx_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ALXO_alx_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ALXO_alx_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/AMCCF_amcor-plc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/AMCCF_amcor-plc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..18f4893eb3dd233fcbce7e75212713595544f0b6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/AMCCF_amcor-plc_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information about us, the New Notes being offered by this prospectus and the Exchange Offers being made hereby. This summary is not complete and does not contain all of the information that you should consider prior to deciding whether or not to exchange your Existing Notes for New Notes. For a more complete understanding of Amcor, the New Notes and the Exchange Offers being made hereby, we encourage you to read this prospectus, as well as the documents incorporated and deemed to be incorporated by reference into this prospectus, in their entirety. Overview Amcor plc was incorporated on July 31, 2018 under the name "Arctic Jersey Limited" as a limited company under the laws of the Bailiwick of Jersey, in order to effect the acquisition of Bemis (the "Bemis Acquisition"), a global manufacturer of flexible packaging products, by Amcor Pty Ltd (then known as Amcor Limited). On October 10, 2018, Arctic Jersey Limited was renamed "Amcor plc" and became a public limited company incorporated under the Laws of the Bailiwick of Jersey. Upon incorporation and until the completion of the Bemis Acquisition, Amcor plc was a subsidiary of Amcor Pty Ltd. On June 11, 2019, the Bemis Acquisition was completed pursuant to the definitive merger agreement (the "Agreement") between Amcor Pty Ltd and Bemis dated August 6, 2018. In accordance with the terms of the Agreement, Bemis's shareholders received 5.1 shares of Amcor plc for each share of Bemis stock and Amcor Pty Ltd's shareholders received one Amcor plc CHESS Depositary Instrument ("CDI") for each share of Amcor Pty Ltd's stock issued and outstanding and Bemis and Amcor Pty Ltd became wholly-owned subsidiaries of Amcor plc. Upon completion of the transaction, Amcor plc's shares were registered with the SEC and traded on the New York Stock Exchange ("NYSE") under the symbol "AMCR" and the CDI's representing Amcor plc's shares on the Australian Securities Exchange ("ASX") are traded under the symbol "AMC." In addition, Amcor Pty Ltd's shares were delisted from the ASX and Bemis's shares were delisted from the NYSE. In order to satisfy certain regulatory approvals in connection with the Bemis Acquisition, the company was required to divest three of Bemis's medical packaging facilities located in the United Kingdom and Ireland ("EC Remedy") and three Amcor medical packaging facilities in the United States ("U.S. Remedy"). The company completed the sale of U.S. Remedy in the fourth quarter of fiscal year 2019 and, on August 8, 2019, the company completed the sale of EC Remedy (together with the sale of U.S. Remedy, the "Remedy Sales"). Amcor is a global packaging company with total sales of approximately $9.5 billion in fiscal year 2019 (including only 20 days of Bemis's sales from June 11, 2019 to June 30, 2019). Pro forma the Bemis Acquisition and the Remedy Sales, Amcor had total sales of approximately $13 billion in fiscal year 2019. We employ approximately 50,000 people across approximately 250 sites in more than 40 countries, and are a leader in developing and producing a broad range of packaging products including flexible and rigid packaging, specialty cartons and closures. In fiscal year 2019, the majority of sales were made to the defensive food, beverage, pharmaceutical, medical device home and personal care, and other consumer goods end markets. As a result of the Bemis Acquisition, Amcor gained Bemis's significant positions in consumer packaging in North America and Brazil. Amcor has a long history of growth in its core businesses, which has been derived from both organic and acquisition sources. Amcor's inorganic growth through acquisitions has facilitated its expansion into new geographies and industries. In the last ten years, Amcor has completed several acquisitions ranging from small business to larger-scale company acquisitions. The transactions which have had a material impact on Amcor's business portfolio in recent years include the acquisitions of Alcan Packaging in February 2010, Ball Plastics Packaging in August 2010, Alusa in June 2016 and the Bemis Acquisition. In an effort to enhance shareholder value, the company also demerged its Delaware (State or other jurisdiction of incorporation or organization) 3990 (Primary Standard Industrial Classification Code Number) 95-4559504 (I.R.S. Employer Identification Number) 2801 SW 149th Avenue, Suite 350, Miramar, Florida 33027 United States of America +1 954 499 4800 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents Australasia and Packaging Distribution business in December 2013 to enable Amcor to increase its focus and better pursue its growth agenda and strategic priorities. Business Strategy Strategy Our strategy consists of three components: a focused portfolio, differentiated capabilities, and our aspiration to be THE leading global packaging company. To fulfill our aspiration, we are determined to win for our customers, employees, shareholders and the environment. Focused portfolio Our portfolio of businesses share some important characteristics: a focus on primary packaging for fast-moving consumer goods, good industry structure, attractive relative growth, and multiple paths for us to win from our leadership position, scale and other competitive advantages. These criteria have led us to the focused portfolio of strong businesses we have today across flexible and rigid packaging, specialty cartons, and closures. Differentiated capabilities 'The Amcor Way' describes the capabilities deployed consistently across Amcor that enable us to get leverage across our portfolio: Talent, Commercial Excellence, Operational Leadership, Innovation, and Cash and Capital Discipline. Segment Information Flexibles Segment The Flexibles Segment develops and supplies flexible packaging globally. With approximately 43,000 employees at 190 facilities in 38 countries as of June 30, 2019, the Flexibles Segment is one of the world's largest suppliers of plastic, aluminum and fiber based flexible packaging. In fiscal year 2019, Flexibles accounted for approximately 70% of our consolidated net sales. Pro forma the Bemis Acquisition and the Remedy Sales, in fiscal year 2019, Flexibles accounted for approximately 78% of our consolidated net sales. Rigid Packaging Segment The Rigid Packaging Segment is one of the world's largest manufacturers of rigid plastic containers and related products. As of June 30, 2019, the Rigid Packaging Segment employed approximately 6,000 employees at 60 facilities in 12 countries. In fiscal year 2019, Rigid Packaging accounted for approximately 30% of our consolidated net sales. Pro forma the Bemis Acquisition and the Remedy Sales, in fiscal year 2019, Rigid Packaging accounted for approximately 22% of our consolidated net sales. Corporate Information Amcor plc's principal executive offices are located at 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom and its telephone number is +44 117 9753200. Bemis is a Missouri See Table of Additional Registrant Guarantors Below Table of Contents corporation and a 100%-owned subsidiary of Amcor plc. Bemis' principal executive offices are located at 2301 Industrial Drive, Neenah, WI 54956, United States and its telephone number is +1 920 527 5500. AFUI is a Delaware corporation and a 100%-owned subsidiary of Amcor plc. AFUI's principal executive offices are located at 2801 SW 149th Avenue, Suite 350, Miramar, FL 33027, United States and its telephone number is +1 954 499 4800. Our website is www.amcor.com. Information contained on or accessible through our website is not a part of this prospectus, other than documents that Amcor plc files with the SEC and incorporates by reference into this prospectus. Additional information about us is included in documents incorporated by reference into this prospectus. See "Where You Can Find More Information" and "Incorporation By Reference." Robert Mermelstein President Amcor Finance (USA), Inc. 2801 SW 149th Avenue, Suite 350, Miramar, Florida 33027 United States of America +1 954 499 4800 (Name, address, including zip code, and telephone number, including area code, of agent for service) with copies to: Mimma Barila Sidley Austin Level 10, 7 Macquarie Place Sydney, New South Wales 2000 Australia +61 2 8214 2200 Table of Contents Summary Description of the Exchange Offers The following is a description of some of the terms of the Exchange Offers. The following information is provided solely for your convenience, is not complete and does not contain all of the information that you need to consider in deciding whether or not to exchange your Existing Notes for New Notes. You should read the information appearing in this prospectus under the captions "Risk Factors," "The Exchange Offers," "Description of the New Notes," "Material United States Federal Income Tax Considerations" and "Plan of Distribution," as well as the other information contained in and incorporated by reference into this prospectus, for additional information concerning the terms of the Exchange Offers and the New Notes and the risks of investing in the New Notes. Background; Existing Notes In connection with the completion of certain private exchange offers, on June 13, 2019, Bemis issued $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 (the "Existing 2021 Notes") and $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 (the "Existing Bemis 2026 Notes") and AFUI issued $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 (the "Existing AFUI 2026 Notes") and $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 (the "Existing 2028 Notes"), each of which series of notes was not registered under the Securities Act, and which, collectively, we refer to in this prospectus as the "Existing Notes." Accordingly, in connection with the issuance of each series of Existing Notes, on June 13, 2019, the applicable Issuer and the applicable Guarantors entered into a registration rights agreement (each a "Registration Rights Agreement" and, collectively, the "Registration Rights Agreements") with the dealer managers for the private exchange offers, with respect to such series of Existing Notes. We are making the Exchange Offers in order to satisfy our obligations under the Registration Rights Agreements. The Exchange Offers On the terms and subject to the conditions set forth herein, Bemis is offering to exchange up to $346,652,000 aggregate principal amount of its 4.500% Guaranteed Senior Notes due 2021 that have been registered under the Securities Act (the "New 2021 Notes") for an equal principal amount of the Existing 2021 Notes (CUSIPs: 081437AM7; 081437AN5; U07321AG4; and U07321AH2) and up to $293,200,000 aggregate principal amount of its 3.100% Guaranteed Senior Notes due 2026 that have been registered under the Securities Act (the "New Bemis 2026 Notes") for an equal principal amount of the Existing Bemis 2026 Notes (CUSIPs: 081437AP0; 081437AQ8; and U07321AJ8). Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed maximum offering price per note Proposed maximum aggregate offering price(1) Amount of registration fee 4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc. $346,652,000 100% $346,652,000 $44,995.43 Guarantees of 4.500% Guaranteed Senior Notes due 2021(2) (3) 3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc. $293,200,000 100% $293,200,000 $38,057.36 Guarantees of 3.100% Guaranteed Senior Notes due 2026(2) (3) 3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc. $591,266,000 100% $591,266,000 $76,746.33 Guarantees of 3.625% Guaranteed Senior Notes due 2026(2) (3) 4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc. $497,508,000 100% $497,508,000 $64,576.54 Guarantees of 4.500% Guaranteed Senior Notes due 2028(2) (3) (1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended. (2)Bemis Company, Inc. fully and unconditionally guarantees the 3.625% Guaranteed Senior Notes due 2026 and the 4.500% Guaranteed Senior Notes due 2028 and Amcor Finance (USA), Inc. fully and unconditionally guarantees the 4.500% Guaranteed Senior Notes due 2021 and the 3.100% Guaranteed Senior Notes due 2026. See inside facing page for additional registrant guarantors, all of which are guarantors of each series of notes. (3)In accordance with Rule 457(n) under the Securities Act, no separate registration fee for the guarantees is payable. Table of Contents On the terms and subject to the conditions set forth herein, AFUI is offering to exchange up to $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 that have been registered under the Securities Act (the "New AFUI 2026 Notes") for an equal principal amount of the Existing AFUI 2026 Notes (CUSIPs: 02343UAC9; 02343UAD7; U02411AC7; and U02411AD5) and up to $497,508,000 aggregate principal amount of its 4.500% Guaranteed Senior Notes due 2028 that have been registered under the Securities Act (the "New 2028 Notes" and, together with the New 2021 Notes, the New Bemis 2026 Notes and the New AFUI 2026 Notes, the "New Notes") for an equal principal amount of the Existing 2028 Notes (CUSIPs: 02343UAE5; U02411AE3; and U02411AF0). The terms of each series of New Notes are substantially identical to those of the corresponding series of Existing Notes, except that the New Notes have been registered under the Securities Act, will not be subject to the transfer restrictions applicable to the Existing Notes, will not be entitled to the payment of additional interest provided for in the applicable Registration Rights Agreement, will not be entitled to registration rights or (subject to possible limited exceptions) other rights under the applicable Registration Rights Agreement, and the first interest payment date for and date from which interest will accrue on the New Notes of a series will be different from these applicable to the Existing Notes of that series. Each series of New Notes will also have a separate CUSIP number from that of the Existing Notes of the corresponding series. We sometimes refer to the New Notes and Existing Notes as, collectively, the "Notes" or, individually, a "Note." Except where the context indicates otherwise, references to the Notes, include the related Guarantees. The Existing Bemis Notes were issued and the New Bemis Notes will be issued under an indenture, dated as of June 13, 2019 (the "Bemis Notes Indenture"), among Bemis, as issuer, the Bemis Guarantors, as guarantors, and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"). The Existing AFUI Notes were issued and the New AFUI Notes will be issued under an indenture, dated as of June 13, 2019 (the "AFUI Notes Indenture"), among AFUI, as issuer, the AFUI Guarantors, as guarantors, and the Trustee. We refer to the Bemis Notes Indenture and the AFUI Notes Indenture together, as the "Indentures" and each, an "Indenture". The New Notes of a particular series and any Existing Notes of that series that remain outstanding after the related Exchange Offer will constitute a single series of notes under the Indenture for that series. The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Expiration Date Each Exchange Offer will expire at 5:00 p.m., New York City time, on , 2020 (which is the 21st business day following the date of this prospectus), unless extended or terminated in the applicable Issuer's sole and absolute discretion (which right is subject to applicable law). The term "Expiration Date" means , 2020, except that if an Issuer, in its sole and absolute discretion, extends the period of time during which an applicable Exchange Offer is open, "Expiration Date" shall mean, with respect to that Exchange Offer, the latest date to which that Exchange Offer has been extended. For further information, see "The Exchange Offers Terms of the Exchange Offers; Period for Tendering Existing Notes." Settlement Date The settlement date for each Exchange Offer (the "Settlement Date") will be promptly following the Expiration Date for such Exchange Offer and is expected to be within two business days after such Expiration Date. Representations by Tendering Holders By tendering your Existing Notes, you will acknowledge, represent and warrant to and agree with the applicable Issuer, the applicable Guarantors, the Exchange Agent and the Trustee that, among other things: you are not an "affiliate" (as defined in Rule 405 under the Securities Act) of the applicable Issuer or the applicable Guarantors; any New Notes you receive in the Exchange Offers will be acquired by you in the ordinary course of your business; you have no arrangement or understanding with any person to engage in, and you are not engaged in and do not intend to engage in, the distribution (within the meaning of the Securities Act) of the New Notes in violation of the Securities Act; you are not a broker-dealer that will receive New Notes in the Exchange Offers in exchange for Existing Notes that you purchased from the applicable Issuer for resale pursuant to Rule 144A under the Securities Act or any other available exemption from registration under the Securities Act; and if you are a broker-dealer that will receive New Notes for your own account in the Exchange Offers in exchange for Existing Notes that you acquired as a result of your market-making or other trading activities, you acknowledge that you will deliver (or, to the extent permitted by applicable law, make available) a prospectus meeting the requirements of the Securities Act to purchasers in connection with any resale of the New Notes you receive. For further information, see "Plan of Distribution." Table of Contents TABLE OF ADDITIONAL REGISTRANT GUARANTORS Exact Name of Additional Registrant as Specified in its Charter* State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification No. Amcor plc Jersey (Channel Islands) 98-1455367 Amcor UK Finance PLC England and Wales Not Applicable Amcor Pty Ltd Australia Not Applicable Table of Contents By tendering your Existing Notes, you will be deemed to make these and other acknowledgements, representations, warranties and agreements. For further information, see "The Exchange Offers Representations, Warranties and Covenants by Tendering Owners" and "The Exchange Offers Resales of New Notes." Conditions to the Exchange Offers Each Exchange Offer is subject to certain customary conditions, which may be waived by the applicable Issuer. No Exchange Offer is conditioned on the completion of any other Exchange Offer. In addition, an Issuer may amend the terms of an Exchange Offer without a corresponding amendment being made to the terms of any other Exchange Offer. For further information, see "The Exchange Offers Conditions to the Exchange Offers." Procedures for Tendering the Existing Notes The Existing Notes are currently in book-entry form and represented by global Existing Notes (the "Global Existing Notes") registered in the name of The Depository Trust Company ("DTC") or its nominee. Accordingly, you must tender your Existing Notes pursuant to DTC's Automated Tender Offer Program ("ATOP") for which the Exchange Offers are eligible and comply with the other procedures described in this prospectus. If you wish to tender your Existing Notes pursuant to an Exchange Offer, you must, prior to 5:00 p.m., New York City time, on the Expiration Date (i) transmit your acceptance of the applicable Exchange Offer (or cause same to be transmitted) through ATOP, (ii) transfer or cause your Existing Notes to be transferred through ATOP to the Exchange Agent's account at DTC established for purposes of the applicable Exchange Offer and (iii) cause DTC to transmit to the Exchange Agent an electronic confirmation of such transfer (a "Book-Entry Confirmation") that includes a message (an "Agent's Message") stating (i) the aggregate principal amount of Existing Notes that the applicable DTC participant has tendered on your behalf pursuant to the applicable Exchange Offer, (ii) that DTC has received from the tendering DTC participant an express acknowledgment that such participant has received a copy of this prospectus and agrees to be bound by the terms and conditions set forth in this prospectus and (iii) that the applicable Issuer may enforce such agreement against the tendering DTC participant. An Agent's Message in respect of a tender of Existing Notes must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date for such tender to be valid. There is no letter of transmittal for Existing Notes tendered in connection with the Exchange Offers. *The address for the principal executive office of Amcor plc and Amcor UK Finance PLC is 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom and the telephone number of that principal executive office is +44 117 9753200. The address for Amcor Pty Ltd's principal executive office is Level 11, 60 City Road, Southbank, Victoria 3006, Australia and the telephone number of Amcor Pty Ltd's principal executive office is +61 3 9226 9000. The primary standard industrial classification code number of each additional registrant is 3990. Table of Contents You may tender any or all of your Existing Notes; provided that Existing Notes may only be tendered in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and, if any Existing Note is tendered in part, the untendered portion of such Existing Note must be a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof. For further information, see "The Exchange Offers Procedures for Tendering Existing Notes" and "The Exchange Offers Book-Entry Transfers." If you are the beneficial owner of Existing Notes in book-entry form that are held through or registered in the name of a broker, dealer, bank or other financial institution or nominee and you wish to tender those Existing Notes in an Exchange Offer, you must promptly instruct such broker, dealer, bank or other financial institution or nominee, as the case may be, to tender those Existing Notes on your behalf prior to the expiration of the applicable Exchange Offer or, if you are a direct participant in DTC, you may give those instructions directly to DTC. So long as the Existing Notes of a particular series are in book-entry form represented by one or more Global Existing Notes, this is the only manner in which you will be able to tender your Existing Notes of that series. Withdrawal; Non-Acceptance You may withdraw, no later than 5:00 p.m., New York City time, on the Expiration Date of an Exchange Offer, any Existing Notes that you have tendered in that Exchange Offer by following the procedures described in this prospectus. Any Existing Notes which have been tendered for exchange but which are withdrawn or otherwise are not exchanged for any reason will be credited to the accounts at DTC of the applicable DTC participants without cost to the holders of such Existing Notes promptly after withdrawal of such Existing Notes or expiration or termination of the applicable Exchange Offer, as the case may be. For further information, see "The Exchange Offers Withdrawal Rights." No Guaranteed Delivery There are no guaranteed delivery procedures available in connection with the Exchange Offers. Accordingly, holders of Existing Notes must deliver or cause their Existing Notes and all other required documentation to be delivered to the Exchange Agent in accordance with the procedures described in this prospectus prior to 5:00 p.m., New York City time, on the Expiration Date for the related Exchange Offer. No Appraisal or Dissenters' Rights Holders of the Existing Notes do not have any appraisal or dissenters' rights in connection with the Exchange Offers. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED March 9, 2020 PRELIMINARY PROSPECTUS Bemis Company, Inc. Amcor Finance (USA), Inc. OFFERS TO EXCHANGE Any and all outstanding $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc. for Up to $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc. that have been registered under the Securities Act of 1933 and Any and all outstanding $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc. for Up to $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc. that have been registered under the Securities Act of 1933 OFFERS TO EXCHANGE Any and all outstanding $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc. for Up to $591,266,000 aggregate principal amount 3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc. that have been registered under the Securities Act of 1933 and Any and all outstanding $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc. for Up to $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc. that have been registered under the Securities Act of 1933 These exchange offers will expire at 5:00 p.m., New York City time, on , 2020, unless extended. This prospectus relates to the separate Exchange Offers (as defined below) being made by Bemis Company, Inc. ("Bemis") and Amcor Finance (USA), Inc. ("AFUI," and, together with Bemis, the "Issuers"), as applicable. Bemis has issued $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 (the "Existing 2021 Notes") and $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 (the "Existing Bemis 2026 Notes" and, together with the Existing 2021 Notes, the "Existing Bemis Notes") and AFUI has issued $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 (the "Existing AFUI 2026 Notes") and $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 (the "Existing 2028 Notes" and, together with the Existing AFUI 2026 Notes, the "Existing AFUI Notes"), in each case in private placement transactions. Amcor plc, Amcor Pty Ltd (formerly known as Amcor Limited) , AFUI and Amcor UK Finance PLC ("Amcor UK") each fully and unconditionally guarantee the Existing 2021 Notes and the Existing Bemis 2026 Notes; Amcor plc, Amcor Pty Ltd , Bemis and Amcor UK each fully and unconditionally guarantee the Existing AFUI 2026 Notes and the Existing 2028 Notes. Upon the terms and subject to the conditions set forth in this prospectus, Bemis is offering to exchange up to $346,652,000 aggregate principal amount of a new issue of 4.500% Guaranteed Senior Notes due 2021 (the "New 2021 Notes") and up to $293,200,000 aggregate principal amount of a new issue of 3.100% Guaranteed Senior Notes due 2026 (the "New Bemis 2026 Notes" and, together with the New 2021 Notes, the "New Bemis Notes") and the respective related guarantees as described below, for an equal principal amount of the corresponding series of Existing 2021 Notes and Existing Bemis 2026 Notes and the respective related guarantees. AFUI is offering to exchange up to $591,266,000 aggregate principal amount of a new issue of 3.625% Guaranteed Senior Notes due 2026 (the "New AFUI 2026 Notes") and up to $497,508,000 aggregate principal amount of a new issue of 4.500% Guaranteed Senior Notes due 2028 (the "New 2028 Notes" and, together with the New AFUI 2026 Notes, the "New AFUI Notes" and, together with the New Bemis Notes, the "New Notes") and the respective related guarantees as described below, for an equal principal amount of the corresponding series of Existing AFUI 2026 Notes and Existing 2028 Notes and the respective related guarantees. We refer to (i) each offer to exchange as an "Exchange Offer" and collectively as the "Exchange Offers"; (ii) the Existing Bemis Notes and the Existing AFUI Notes, collectively, as the "Existing Notes"; and (iii) the New Notes together with the Existing Notes as the "Notes." The New Notes will be unsecured and unsubordinated obligations of the applicable Issuer and will rank equally with the applicable Issuer's existing and future unsubordinated debt. The New Bemis Notes will be guaranteed on a joint and several basis (the "Bemis Guarantees") by Amcor plc, Amcor Pty Ltd, AFUI and Amcor UK (each, a "Bemis Guarantor" and collectively, the "Bemis Guarantors"). The New AFUI Notes will be guaranteed on a joint and several basis (the "AFUI Guarantees" and, together with the Bemis Guarantees, the "Guarantees") by Amcor plc, Amcor Pty Ltd, Bemis and Amcor UK (each, an "AFUI Guarantor" and collectively, the "AFUI Guarantors" and, together with the Bemis Guarantors, the "Guarantors"). The Guarantees will be unsecured and unsubordinated obligations of the Guarantors and will rank equally with all existing and future unsubordinated debt of each Guarantor. Each Issuer will exchange New Notes of each series issued by it for any and all of the outstanding Existing Notes of the corresponding series that are validly tendered and not validly withdrawn prior to the expiration or termination of the applicable Exchange Offer being made by this prospectus. You may withdraw, no later than 5:00 p.m., New York City time, on the Expiration Date (as defined herein) of the applicable Exchange Offer, any Existing Notes that you have tendered in the applicable Exchange Offer. Each Exchange Offer is subject to certain customary conditions that may be waived by the applicable Issuer. The terms of each series of New Notes are substantially identical to those of the corresponding series of Existing Notes, except that the New Notes of each series are registered under the Securities Act of 1933, as amended (the "Securities Act"), and the transfer restrictions, registration rights and related additional interest provisions applicable to the corresponding series of Existing Notes will not apply to the New Notes of such series. Each series of New Notes will also have a separate CUSIP number from that of the Existing Notes of the corresponding series. The exchange of Existing Notes for New Notes will not be a taxable event for U.S. federal income tax purposes. See "Material United States Federal Income Tax Considerations" for more information. Neither the Issuers nor the Guarantors will receive any proceeds from the Exchange Offers. If you do not exchange your Existing Notes for New Notes in the Exchange Offers, your Existing Notes will remain outstanding and will continue to accrue interest but will remain subject to restrictions on transfers. Each broker-dealer that receives New Notes for its own account pursuant to an Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. Each Issuer and the applicable Guarantors have agreed that, starting on the date of completion of an applicable Exchange Offer and ending on the close of business 180 days after such completion, they will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution". No public market exists for the New Notes or the Existing Notes. Neither the New Notes nor the Existing Notes will be listed on any securities exchange or included in any quotation system.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ANNX_annexon_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ANNX_annexon_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4fba43d2eb4a89d731b68681232ac39a446f9347
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ANNX_annexon_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus. You should carefully consider, among other things, the sections titled Risk Factors, Special Note Regarding Forward-Looking Statements and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this prospectus. Unless the context otherwise requires, the terms Annexon, the company, we, us, our and similar references in this prospectus refer to Annexon, Inc. and its consolidated subsidiary. Overview We are a clinical-stage biopharmaceutical company developing a pipeline of novel therapies for patients with classical complement-mediated disorders of the body, brain and eye. Our pipeline is based on our platform technology addressing well-researched classical complement-mediated autoimmune and neurodegenerative disease processes, both of which are triggered by aberrant activation of C1q, the initiating molecule of the classical complement pathway. Evidence suggests that potent and selective inhibition of C1q can prevent tissue damage triggered in antibody-mediated autoimmune disease and preserve loss of functioning synapses associated with cognitive and functional decline in complement-mediated neurodegeneration. Our upstream complement approach targeting C1q acts as an on/off switch designed to block all downstream components of the classical complement pathway that lead to excess inflammation, tissue damage and patient disability in a host of complement-mediated disorders, while preserving the normal immune function of the lectin and alternative complement pathways involved in the clearance of pathogens and damaged cells. Our pipeline of product candidates is designed to block the activity of C1q and the entire classical complement pathway in a broad set of complement-mediated diseases. Our first product candidate, ANX005, is a full-length monoclonal antibody formulated for intravenous administration in autoimmune and neurodegenerative disorders. Our second product candidate, ANX007, is an antigen-binding fragment, or Fab, formulated for intravitreal administration for the treatment of neurodegenerative ophthalmic disorders. We are also developing ANX009, an investigational, subcutaneous formulation of a Fab designed for the treatment of systemic autoimmune diseases. We have completed Phase 1b safety and dose-ranging clinical trials for ANX005 and ANX007 in patients with Guillain-Barr Syndrome, or GBS, and glaucoma, respectively. Both ANX005 and ANX007 were well-tolerated and showed full inhibition of C1q and the classical complement pathway in the Phase 1b trials. Based on learnings from our initial trials, we are advancing our current programs while evaluating additional orphan and large market indications. We are also developing novel product candidates designed to inhibit C1q and other components of the early classical complement cascade with the goal of further broadening our portfolio. Finally, we are leveraging our disciplined development strategy in early clinical trials utilizing established biomarkers to enhance patient selection, measure target engagement and assess our product candidates potential to meaningfully impact the disease process and improve the probability of technical success over shorter development timelines. We hold worldwide development and commercialization rights, including through exclusive licenses, to all of our product candidates, which allows us to strategically maximize value from our product portfolio over time. Our patent portfolio includes patent protection for our upstream complement platform and each of our product candidates. The complement system is an integral component of the immune system that consists of many circulating and locally-produced molecules. This system evolved to enhance, or complement, other components of the Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 23, 2020 PRELIMINARY PROSPECTUS 12,500,000 Shares Common Stock This is an initial public offering of shares of common stock of Annexon, Inc. We are offering 12,500,000 shares of our common stock. We currently expect the initial public offering price to be between $15.00 and $16.00 per share of common stock. Prior to this offering, there has been no public market for our common stock. Our common stock has been approved for listing on the Nasdaq Global Select Market under the symbol ANNX. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to Annexon, Inc., before expenses $ $ (1) See the section titled Underwriting for a description of the compensation payable to the underwriters. Investing in our common stock involves risks. See Risk Factors beginning on page 12 to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities nor passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. We have granted the underwriters the option for a period of 30 days to purchase up to an additional 1,875,000 shares from us at the initial price to the public less the underwriting discounts and commissions. The underwriters expect to deliver the shares against payment in New York, New York on , 2020. J.P. Morgan BofA Securities Cowen Prospectus dated , 2020. Table of Contents adaptive and innate immune systems. The complement system rapidly responds to pathogens, damaged cells and unwanted tissue components to facilitate their removal by the immune system. There are three main complement pathways the classical, lectin and alternative pathways. Each pathway is initiated by different molecules that respond to distinct triggers. The classical pathway is initiated by C1q, which recognizes antibody complexes, specific pathogens, damaged cells or unwanted cellular components. While the lectin and alternative pathways are initiated by distinct molecules, all three pathways converge downstream on common pathway components known as C3 and C5. Specific activated components of the complement cascade, triggered by any of the pathways, have important immune functions that contribute to three key outcomes involving immune cell recruitment and inflammation, directed immune cell attack and membrane damage. The classical complement cascade has a well-established role in augmenting antibody function within the immune system. C1q recognizes antibodies bound to pathogens or cells and activates the classical pathway to trigger their removal and clearance by the immune system. C1q can also directly recognize pathogens, damaged cells or unwanted cellular components leading to similar downstream clearance. A more recent finding made by the laboratory of the late Dr. Ben Barres, our scientific founder, is that C1q also directly interacts with neuronal connections, or synapses, during early development. Recognition of weaker synapses by C1q triggers the classical complement cascade and directs immune cells to prune the synapses away from neurons, thereby reinforcing stronger synapses to establish appropriate neuronal connections. Because of its central role in immune function, aberrant activation of C1q and the classical complement cascade can lead to damage of healthy tissue and destruction of functioning synapses. We are focused on two distinct disease processes involving C1q as a key mediator of tissue damage: antibody-mediated autoimmune disease and complement-mediated neurodegeneration. To our knowledge, our two clinical-stage product candidates, ANX005 and ANX007, are the first clinical-stage product candidates designed to inhibit C1q and the entire classical complement pathway. By inducing full inhibition of C1q and the classical cascade, we seek to block upstream tissue-damaging components of the classical pathway as well as the downstream membrane attack complex, while leaving the lectin and alternative pathways intact to perform their normal immune functions. We believe our approach has broad utility for the treatment of antibody-mediated autoimmune disease and complement-mediated neurodegeneration, in which full inhibition of the entire classical complement cascade may be beneficial. Our initial indications represent our beachhead within both disease areas, and we will selectively pursue both orphan and larger patient population diseases with clear biological evidence of classical complement activation. We are also developing novel product candidates targeting C1q and additional components of the classical complement cascade, and will utilize different drug modalities to target these components. We are deploying a disciplined, biomarker-driven development strategy designed to establish confidence that each of our product candidates is engaging the specific target at a well-tolerated therapeutic dose in the intended patient tissue. We design small, early-stage clinical trials to rigorously evaluate the product candidate using target engagement and pharmacodynamic biomarkers. We are utilizing sensitive, specific assays for C1q and activation of downstream classical complement components to select patients who may be more likely to respond to anti-C1q therapy and evaluate target engagement in patient tissues. We will also employ biomarkers, such as neurofilament light chain, or NfL, to provide proof-of-concept in small patient trials. We believe that this development strategy allows us to make rational decisions regarding our therapeutic pipeline, increasing the probability of technical success over shorter development timelines for product candidates we advance into later stage trials. Annexon was co-founded by Dr. Ben Barres, former member of the National Academy of Sciences, Chair of Neurobiology at Stanford University and a pioneer in complement-mediated neurodegeneration, and Dr. Arnon Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/API_agora-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/API_agora-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/API_agora-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/APLT_applied_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/APLT_applied_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6a0b08262b07f1c6ed938fbfc28914cb2ae297e2
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/APLT_applied_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 a2240576zs-1a.htm S-1 Use these links to rapidly review the document TABLE OF CONTENTS Applied Therapeutics, Inc. Table of Contents As filed with the Securities and Exchange Commission on January 23, 2020 Registration No. 333-235988 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Applied Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 2834 (Primary Standard Industrial Classification Code Number) 81-3405262 (I.R.S. Employer Identification No.) 545 5th Avenue, Suite 1400 New York, NY 10017 (212) 220 - 9226 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Shoshana Shendelman, Ph.D. President and Chief Executive Officer 545 5th Avenue, Suite 1400 New York, NY 10017 (212) 220 - 9226 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Andrea L. Nicolas Michael J. Schwartz Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY 10036 (212) 735-3000 Richard D. Truesdell, Jr. Marcel R. Fausten Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee Common stock, $0.0001 par value per share 2,587,500 $49.695 $128,585,812 $16,690.44(3) (1)Includes shares that the underwriters have the option to purchase. (2)Estimated solely for purposes of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on the basis of the average high and low sales price of the Registrant's common stock as reported by the Nasdaq Global Market on January 17, 2020. (3)The registrant previously paid $12,980. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended (the "Securities Act") or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated January 23, 2020 PRELIMINARY PROSPECTUS Applied Therapeutics, Inc. 2,250,000 Shares of Common Stock We are offering 2,250,000 shares of common stock in this offering. Our common stock is listed on The Nasdaq Global Market under the symbol "APLT." On January 22, 2020, the last reported closing sale price of our common stock on The Nasdaq Global Market was $47.93 per share. We have granted the underwriters an option to purchase up to 337,500 additional shares of common stock. We are an "emerging growth company" as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. See "Prospectus Summary Implications of Being an Emerging Growth Company." Investing in our common stock involves risks. See "Risk Factors" beginning on page 11 of this prospectus. Per share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to us before expenses $ $ Table of Contents diseases, for which we believe galactosemia qualifies. The guidance allows for a biomarker-based development program if clinical efficacy and a link to a relevant biomarker can be demonstrated in an animal model of disease. In June 2019 we initiated a pivotal Phase 1/2 study in healthy volunteers and adults with galactosemia to evaluate safety, pharmacokinetics, and biomarker endpoints in adults with galactosemia. The study is a double-blind placebo-controlled trial evaluating safety and pharmacokinetics of AT-007 in healthy volunteers, as well as safety, pharmacokinetics and biomarker effects in adult galactosemia patients over 28 days of once daily oral dosing. The key biomarker outcome of the study was reduction in galactitol, an aberrant toxic metabolite of galactose, formed by AR in galactosemia patients. In January 2020, we announced positive topline results. AT-007 treatment resulted in a statistically significant and robust reduction in plasma galactitol versus placebo in adult galactosemia patients. Reductions in galactitol were dose dependent, with higher concentrations of AT-007 resulting in a greater magnitude of reduction in galactitol. At the highest dose tested (20mg/kg), AT-007 significantly reduced plasma galactitol 45-54% from baseline versus placebo (with a p value of less than 0.01). Galactitol reduction was rapid and sustained over time. No substantial change from baseline was observed in placebo treated patients. AT-007 was well tolerated, with no drug-related adverse events noted to date in galactosemia patients or in the 72 healthy volunteers treated in Part 1 of the trial. We will continue to characterize AT-007 long-term safety in adult galactosemia patients and intend to initiate a pediatric study. Our second product candidate, AT-001, is a novel ARI with broad systemic exposure and peripheral nerve permeability that we are developing for the treatment of diabetic cardiomyopathy, or DbCM, a fatal fibrosis of the heart, for which no treatments are available. DbCM is estimated to afflict 17% of diabetic patients, equating to an estimated 77 million patients globally. We initially plan to target the 50% of these patients who are within the symptomatic stages of disease we believe most likely to be responsive to treatment patients at a high risk of progression to overt heart failure. We are also developing AT-001 for diabetic peripheral neuropathy, or DPN, a debilitating neurodegenerative disease that significantly reduces quality of life, and for which there are currently no approved treatments in the United States. Approximately 50% of the global diabetic population, or 226 million diabetic patients, suffer from DPN. We recently completed a Phase 1/2 clinical trial evaluating AT-001 in approximately 120 patients with type 2 diabetes, in which no drug-related adverse effects or tolerability issues were observed. This trial also demonstrated target engagement and proof of biological activity, as measured by reduction in sorbitol, a biomarker of AR activity, and NTproBNP, a marker of cardiac stress. In September 2019, we initiated a pivotal Phase 2/3 clinical trial of AT-001 for the treatment of DbCM in patients at high risk of progression. In this study, we are collecting data on motor nerve conduction velocity, or MNCV, in DbCM patients that also have DPN, which we expect will provide a basis for dose selection in Phase 3 clinical trials of DPN. We are also developing AT-003, an ARI designed to cross through the back of the eye when dosed orally, which has demonstrated strong retinal penetrance, for the treatment of diabetic retinopathy, or DR. DR is an ophthalmic disease that occurs in diabetic patients and for which treatments are currently limited to high-cost biologics requiring intravitreal administration. DR afflicts approximately 35% of diabetic patients, equating to an estimated 158 million patients globally. DR has been linked to AR activity, including elevations in sorbitol and subsequent changes in retinal blood vessels, which distorts vision and leads to permanent blindness. We are currently in late stages of preclinical development of AT-003. AT-003 displayed significant retinal penetration when dosed orally in diabetic rats. The drug was observed to be well tolerated with no adverse effects. Efficacy of AT-003 is currently being explored in two animal models of DR an ischemic injury (1)We have agreed to reimburse the underwriters for certain FINRA-related expenses. See "Underwriting" for additional information regarding underwriting compensation. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of our common stock to purchasers on or about , 2020. Joint Book Running Managers Goldman Sachs & Co. LLC Cowen Barclays UBS Investment Bank The date of this prospectus is , 2020 *Subcutaneous. **Peripheral T-cell lymphoma, cutaneous T-cell lymphoma and T-cell acute lymphoblastic leukemia. Our Strategy Our goal is to bring potentially transformative therapies to market across a range of fatal or debilitating diseases for which no treatments are available. The critical components of our strategy include: Leveraging our unique approach to develop our pipeline of novel ARIs. We target molecules and pathways that have a proven role in disease, but have previously failed to yield successful products due to poor efficacy and tolerability. Our unique approach to drug development utilizes recent technological advances to design improved drugs, employs early use of biomarkers to confirm biological activity and focuses on abbreviated regulatory pathways. We develop product candidates with increased potency and selectivity by leveraging recent technological advances in high throughput crystallography and in silico structural design. Our strategy is also informed by early use of biomarkers to confirm biological activity and target engagement. Early proof of biological activity through biomarkers in clinical trials combined with data from prior clinical development programs on first generation drugs significantly de-risks clinical development in our target indications. AR is our first molecular target that has been implicated in multiple diseases and for which sorbitol levels can be assessed as a biomarker of enzyme activity. Prior AR-targeting Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/AP_ampco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/AP_ampco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/AP_ampco_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/AQB_aquabounty_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/AQB_aquabounty_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/AQB_aquabounty_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ARMP_armata_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ARMP_armata_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ARMP_armata_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ARQT_arcutis_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ARQT_arcutis_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ARQT_arcutis_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ASAN_asana-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ASAN_asana-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..238080f2dc60281a2a3cebe4953fbba25f08839e
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ASAN_asana-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our Class A common stock. You should carefully consider, among other things, our consolidated financial statements and the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this prospectus before making an investment decision. Unless the context otherwise requires, the terms Asana, the company, we, us, and our in this prospectus refers to Asana, Inc. and its consolidated subsidiaries. Our fiscal year ends January 31, and references throughout this prospectus to a given fiscal year are to the 12 months ended on that date. ASANA, INC. Overview Our mission is to help humanity thrive by enabling the world s teams to work together effortlessly. Asana is a work management platform that helps teams orchestrate work, from daily tasks to cross-functional strategic initiatives. Over 82,000 paying customers use Asana to manage everything from product launches to marketing campaigns to organization-wide goal setting. Our platform adds structure to unstructured work, creating clarity, transparency, and accountability to everyone within an organization individuals, team leads, and executives so they understand exactly who is doing what, by when. History We started Asana because our co-founders experienced firsthand the growing problem of work about work. While at Facebook, they saw the coordination challenges the company faced as it scaled. Instead of spending time on work that generated results, they were spending time in status meetings and long email threads trying to figure out who was responsible for what. They recognized the pain of work about work was universal to teams that need to coordinate their work effectively to achieve their objectives. Yet there were no products in the market that adequately addressed this pain. As a result of that frustration, they were inspired to create Asana to solve this problem for the world s teams. Since our inception, millions of teams in virtually every country around the world have used Asana. With Asana, users experience higher productivity, which has led to rapid adoption across teams, departments, and organizations. As of July 31, 2020, we had over 1.3 million paid users. Teams Spend Too Much Time on Work About Work Work continues to get harder to manage as organizations try to move faster to respond to changing market demands. Today, 60% of knowledge workers time is spent on work about work. At work, people face an overwhelming volume of communications from email and messaging applications, many of which are asking for status updates. These messages often go to multiple people, so there is limited clarity around what steps need to be taken, and by when, and limited accountability around who owns the action. As a result, requests go unanswered, and employees spend more time searching and responding to messages in an attempt to provide clarity and accountability to their teams. To minimize work about work, reduce chaos, and give individuals time back to focus on the work that matters, teams need a purpose-built solution for coordination. Table of Contents OUR MISSION Help humanity thrive by enabling the world s teams to work together effortlessly. asana Table of Contents How Asana Helps Teams Asana is a system of record for work. This system collects and structures institutional knowledge about how past work was completed and provides a real-time plan and roadmap for current and future initiatives. Our platform is built on our proprietary, multi-dimensional data model, which we call the work graph. The work graph captures and associates: units of work tasks, projects, milestones, portfolios, and goals; the people responsible for executing those units of work; the processes in which work gets done rules and templates; information about that work files, comments, status, and metadata; and relationships across and within this data. Our data model provides individuals, team leads, and executives with dynamic views into the work that is most relevant to them across multiple people and projects all based on the same underlying data in the work graph. Individuals can manage and prioritize their daily tasks and collaborate with team members on shared projects, gaining visibility into who is doing what, and when each piece of work is due. Team leads can plan work and optimize team workload across multiple projects, and executives can track progress towards company objectives in real time. Asana is flexible and applicable to virtually any use case across departments and organizations of all sizes. We designed our platform to be easy to use and intuitive to all users, regardless of role or technical proficiency. Users can start a project within minutes and onboard team members seamlessly without external support. We allow users to work the way they want with the interface that is right for them, using tasks, lists, calendars, boards, timelines, and workload. Our Business Model Our hybrid self-service and direct sales model allows us to efficiently reach teams everywhere and then rapidly expand the use of our platform within their organizations. A majority of our paying customers initially adopt our platform through self-service and free trials. Once adopted, customers can expand through self-service or with the assistance of our direct sales team, which is focused on promoting new use cases of Asana. As customers realize the productivity benefits we provide, our platform often becomes critical to managing their work and achieving their objectives, which drives further adoption and expansion opportunities. This is evidenced by our dollar-based net retention rate, which generally increases with greater organizational spend. As of July 31, 2020, our dollar-based net retention rate within organizations spending $5,000 or more with us on an annualized basis was over 125%. Our dollar-based net retention rate within organizations spending $50,000 or more with us on an annualized basis was over 140%. Our overall dollar-based net retention rate as of July 31, 2020 was over 115%. Our Company Culture We believe that our company culture enables us to achieve our mission and is a core driver of our business success. We endeavor to make product, business, and people decisions that allow us to carry out our mission while staying true to our values. We are a mission-driven organization first and have designed our values, along with our programs and processes, to help us maximize the potential of every individual in our company. Our values and processes also give us credibility when we share best practices for teamwork in the market and allow us to build those practices into our solution. Table of Contents Asana helps teams orchestrate their work so they can achieve their missions, faster. Makes design accessible to everyone Unleash a superstar Launch new solutions for justice reform Build sustainable clothing company Reduce food waste 3.2M+ 75K+ 1.2M+ 190 free activated accounts paying customers paid users countries All metrics as of or for the year ended January 31, 2020 Table of Contents Our Rapid Growth We have experienced rapid growth in recent periods. Our revenues were $76.8 million and $142.6 million for fiscal 2019 and fiscal 2020, respectively, representing growth of 86%. Our revenues were $61.1 million and $99.7 million for the six months ended July 31, 2019 and 2020, respectively. We had a net loss of $50.9 million and $118.6 million for fiscal 2019 and fiscal 2020, respectively, and $30.5 million and $76.9 million for the six months ended July 31, 2019 and 2020, respectively. Industry Background Teams must be coordinated and move quickly to be successful Teams today must navigate work that is increasingly cross-functional, matrixed, and distributed, while also moving quickly to meet the objectives of their organizations. Traditional hierarchical processes, where centralized managers make decisions and disseminate information down to team members, result in significant time passing before contributors have the clarity they need to execute. With product lifecycles now shorter than ever, organizations cannot afford slow, inefficient processes. Individuals and teams need to be empowered to make autonomous decisions aligned with organizational goals to ensure business agility. Communication overload hurts productivity Businesses have adopted a number of applications to improve communication such as Skype, WeChat, WhatsApp, Microsoft Teams, and Slack, among others. While these applications help teams communicate, they were not designed to provide a system of record to track and coordinate units of work or set up processes for rapid execution. The average knowledge worker receives 121 emails per day 70% of which are opened within six seconds. People have become prisoners to email and messaging applications, using their inboxes as makeshift to-do lists. Teams spend more time coordinating work than actually doing work Productivity gains can occur when individuals and teams have the opportunity to focus uninterrupted. However, employees spend less than half of their day on critical work. According to a survey conducted by McKinsey Global Institute of a broad set of knowledge workers: 28% of time is spent answering email; 19% of time is spent gathering information; and 14% of time is spent on internal communication. Teams need more effective tools to orchestrate work The primary methods for managing work today consist of a combination of spreadsheets and email, in addition to handwritten notes, calls, and meetings. Over time, communication tools (like email and messaging) and content applications (such as file sharing and storage services) have been repurposed for coordinating work because they are familiar and accessible. However, these tools lack the purpose-built functionality required for teams to collaboratively plan, manage, and execute work. Spreadsheets quickly become outdated, lack automation capabilities, and cannot provide multi-dimensional views of multiple projects or real-time insight. Email cannot build workflows, assign tasks, or track progress. Clarity drives employee engagement that improves business results Employee engagement the extent to which employees are invested in their job and contribute the effort needed to do their job well is critical to high-performing businesses. According to Gallup, organizations in the Table of Contents TABLE OF CONTENTS Page About This Prospectus 1 Prospectus Summary 2
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ASII_accredited_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ASII_accredited_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1dce21f4a1a08a3f5e4a2a27416f73b1193902ba
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ASII_accredited_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 4
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ASTC_astrotech_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ASTC_astrotech_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..667cb135429c0cea5fd68e543d40eb44916d7943
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ASTC_astrotech_prospectus_summary.txt
@@ -0,0 +1 @@
+This prospectus and the documents incorporated by reference in this prospectus contain market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented or incorporated by reference in this prospectus, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading Risk Factors and any related free writing prospectus. Accordingly, investors should not place undue reliance on this information. PROSPECTUS SUMMARY This summary highlights certain information about us, this offering and selected information contained elsewhere in this prospectus and in the documents incorporated by reference. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our securities. For a more complete understanding of our company and this offering, we encourage you to read and consider carefully the more detailed information contained in or incorporated by reference in this prospectus, including the information contained under the heading Risk Factors beginning on page 13 of this prospectus, and the information included in any free writing prospectus that we have authorized for use in connection with this offering. Throughout this prospectus, the terms we, us, our, and our company refer to Astrotech Corporation, a Delaware corporation, and its consolidated subsidiaries unless the context requires otherwise. Company Overview Astrotech Corporation, organized in 1984 as a Washington corporation, is a science and technology development and commercialization company that launches, manages, and builds scalable companies based on innovative technology in order to maximize shareholder value. In 2017, we reincorporated as a Delaware corporation. Our Business Units Astrotech Technology, Inc. Astrotech Technology, Inc. ( ATI ) owns and licenses the Astrotech Mass Spectrometer Technology (the AMS Technology ), the platform mass spectrometry technology originally developed by 1st Detect Corporation ( 1st Detect ). The intellectual property includes 37 granted patents and five additional patents in process. With a number of diverse market opportunities for the core technology, ATI licenses the intellectual property for different fields of use. ATI currently licenses the intellectual property to 1st Detect for use in the security and detection market, to AgLAB Inc. ( AgLAB ) for use in the agriculture market, and to BreathTech Corporation ( BreathTech ) for use in breath analysis. 1st Detect Corporation 1st Detect, a licensee of ATI, has developed the TRACER 1000 , the world s first mass spectrometer ( MS ) based explosives trace detector ( ETD ) certified by the European Civil Aviation Conference ( ECAC ), designed to replace the explosives trace detectors used at airports, secured facilities, and borders worldwide. AgLAB Inc. AgLAB, a licensee of ATI, is developing the AgLAB-1000 series of mass spectrometers for use in the agriculture market. These systems are being designed for applications in the hemp and cannabis markets to maximize processing efficiencies and to detect trace levels of solvents and pesticides. BreathTech Corporation BreathTech, a licensee of ATI, is developing the BreathTest-1000 , a breath analysis tool to screen for volatile organic compound ( VOC ) metabolites found in a person s breath that could indicate they may have an infection, including Coronavirus Lung Disease 2019 ( COVID-19 ) or pneumonia. Our principal executive offices are located at 2028 E. Ben White Blvd. #240-9530, Austin, TX 78741, and our telephone number is 512-485-9530. Our common stock trades on The Nasdaq Capital Market under the symbol ASTC . Available Information Our principal Internet address is www.astrotechcorp.com. We make available free of charge on www.astrotechcorp.com our annual, quarterly and current reports, and amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. You may also read and copy any materials we file with the SEC at the SEC s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Recent Developments As previously noted in our Form 10-K for the fiscal year ended June 30, 2020, we were not in compliance with the minimum stockholders equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued listing on The Nasdaq Capital Market because our stockholders equity was below the required minimum of $2.5 million at June 30, 2020. On September 11, 2020, we received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC ( Nasdaq ) stating that we were not in compliance with the required stockholder s equity of $2.5 million. The Notice has no immediate effect on our listing on The Nasdaq Capital Market. We have until October 26, 2020 to submit a plan to regain compliance with the minimum stockholders equity requirement. If our plan to regain compliance is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance (the Compliance Period ). We are presently evaluating various courses of action to regain compliance and intend to timely submit a plan to Nasdaq to regain compliance with the Nasdaq minimum stockholders equity requirement. However, there can be no assurance that our plan will be accepted or that if it is, we will be able to regain compliance by the end of the Compliance Period. If our plan to regain compliance is not accepted, or if it is and we do not regain compliance during the Compliance Period, or if we fail to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that our common stock will become subject to delisting. In such event, Nasdaq rules would permit us to appeal the decision to reject our proposed plan to regain compliance or any delisting determination to a Nasdaq Hearings Panel.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ATOS_atossa_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ATOS_atossa_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cd7389a85df9184b90f8dc63ff316253ce9cd108
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ATOS_atossa_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY Company Overview We are a clinical-stage biopharmaceutical company seeking to discover and develop innovative medicines in areas of significant unmet medical need with a focus on coronavirus ( COVID-19 ), breast cancer and other breast conditions. Our two COVID-19 drugs under development are AT-H201, to improve lung function of moderate to severely ill, hospitalized COVID-19 patients by inhalation, and AT-301, a nasal spray for COVID-19 patients for at-home use. Our drug under development for breast cancer and other breast conditions is Endoxifen which is being developed primarily in two settings: one to reduce tumor cell activity in breast cancer patients in the window of opportunity between diagnosis of breast cancer and surgery; and another for women with dense breast tissue to reduce the density and/or to act as an adjunct to mammography. Summary of Leading Programs A summary of our four leading programs is as follows: AT-301. AT-301 is our proprietary drug candidate intended for nasal administration in patients immediately following diagnosis of COVID-19 but who have not yet exhibited symptoms severe enough to require hospitalization. It is intended for at-home use to proactively reduce symptoms of COVID-19 and to slow the infection rate so that a person s immune system can more effectively fight COVID-19. We also intend to conduct testing to determine whether AT-301 can be used as a prophylaxis to prevent or mitigate SARS-CoV-2, with the goal that it could complement any traditional vaccine that may be developed in that a traditional vaccine may not be effective in all people and may not be taken by all people. AT-301 is being developed with a nasal spray delivery mechanism because many COVID-19 patients are infected via the nasal passage. Collectively, the components of AT-301 are believed to help maintain a protective mucosal like layer within the nasal cavity with both anti-viral properties and a protective mucosal like barrier that may lead to lower infectivity and reduced symptoms in COVID-19 patients due to their interference with the spike protein of the virus in the nasal cavity and upper respiratory tract. Our nasal spray formulation AT-301 is being designed to contain ingredients that can potentially block SARS-CoV-2 viral entry gene proteins in nasal epithelial cells by interfering with spike protein activation by host proteases, by masking receptor binding domains (RBD) via electrostatic mechanisms, and by providing a generalized mucoadhesive epithelial barrier. In July 2020, we completed in vitro testing of AT-301 which showed that AT-301 inhibits SARS-CoV-2 infectivity of VERO cells in a laboratory culture. We recently completed a Phase 1 study of AT-301 which was a double-blinded, randomized, and placebo-controlled safety study of AT-301 nasal spray in 32 healthy adult subjects divided into two study groups. Part A consisted of two single-dose cohorts receiving either active therapy, AT-301B, or the placebo comparator AT-301A at two doses. Part B was a multiple dose arm with cohorts receiving either AT-301A or AT-301B for 14 days at two doses. The primary objective of the study is to evaluate the safety and tolerability of single and multiple doses of AT-301 administered via nasal instillation to healthy volunteers. Secondary objectives are to assess the incidence and severity of local irritation and bronchospasm following administration of AT-301 via nasal instillation. Dosing is complete and data output is expected in January 2021. A preliminary evaluation of the blinded data indicates that there we no serious adverse events, no discontinuations, and only one of the subjects in the study experienced adverse events that were considered moderate in severity; all other adverse events were considered mild. Our preliminary assessment is that our AT-301 nasal spray was safe and well tolerated in this study. These results support advancing this program into a Phase 2 study. We are in the process of preparing a pre-IND meeting request with the U.S. FDA which we plan to submit in December 2020. Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. Table of Contents AT-H201. AT-H201 is a proprietary combination of two drugs previously approved by the FDA to treat other diseases. It is intended to improve compromised lung function for moderate to severely ill, hospitalized COVID-19 patients by inhalation. There are five known key steps the coronavirus must take to signal the cell to open up and let the virus in. AT-H201 is being designed to function like a chemical vaccine by blocking all five of those steps, similar to what antibodies would be expected to do when a vaccine is administered. In May 2020, we completed in vitro testing of AT-H201 which showed that the components of AT-H201 inhibit SARS-CoV-2 infectivity of VERO cells, which is a standard cell type being used to study infectivity of the coronavirus. The AT-H201 components were found to be at least four times more potent than remdesivir and at least 20 times more potent than hydroxychloroquine. Potency was measured by microscopic examination of the cytopathic effect caused by SARS-CoV-2 in VERO cells. Developing new drugs that combine drugs previously approved by the FDA typically requires pre-clinical and clinical studies of the individual components of the new drug as well as the combination of the components in the new drug. In the second quarter 2020, we requested a pre-IND meeting with the FDA to discuss the AT-201 program, including a proposed study at NYC Health + Hospitals/Metropolitan in New York City. The FDA requested that we provide, among other things, additional pre-clinical and other information on AT-H201. We also requested a pre-IND meeting with the FDA to discuss one of the components of AT-H201, to which the FDA provided guidance. We are evaluating conducting the study outside the United States. We plan to commence the initial clinical study of AT-H201 in the first quarter of 2021. We have filed provisional patent applications on AT-H201 to treat COVID-19 patients and on AT-301 to treat patients diagnosed with, or to prevent, COVID-19 via nasal spray. Endoxifen for MBD. Mammographic breast density (MBD) is an emerging public health issue affecting over 10 million women in the U.S. Studies conducted by others have shown that MBD increases the risk of developing breast cancer and that reducing MBD can reduce the incidence of breast cancer. In December 2019, we contracted with Stockholm South General Hospital to conduct a randomized, double-blinded, placebo-controlled study of our oral Endoxifen in pre-menopausal women with MBD who will be dosed over six months. This study will evaluate safety, tolerability and efficacy. The primary endpoint is the change of MBD after six months of daily Endoxifen treatment. The study is subject to approval by the European Medical Product Authority and ethics board. Subject to receipt of all necessary regulatory approvals, we are planning for the study to be conducted in Stockholm, Sweden commencing in the first quarter 2021. In June 2019, we reported preliminary analysis from our Phase 2 study of proprietary daily topical Endoxifen to reduce MBD, showing significant (p=0.02) and rapid reduction in MBD at the 20mg daily dose level. MBD was reduced by an average of 14.3% in the group applying 20mg daily topical Endoxifen, which was statistically significant (p=0.02). In the lower dose group (10mg), MBD was reduced by an average of 9.0%, but was not statistically significant. Approximately 70% of participants receiving 20mg topical Endoxifen experienced a reduction in MBD, and of those, the mean reduction in MBD was 27%. Many participants in this study, however, experienced adverse skin reactions and dropped out of the study. We plan to reevaluate our development strategy for the topical form of Endoxifen once we complete the Phase 2 study of oral Endoxifen to reduce MBD. Endoxifen for Window of Opportunity. We are currently conducting a Phase 2 study in Australia in the window of time between diagnosis of breast cancer and surgical treatment. The study will enroll up to 25 newly-diagnosed patients with ER+ and human epidermal growth factor receptor 2 negative (HER2-) stage 1 or 2 invasive breast cancer, requiring mastectomy or lumpectomy. Patients will receive Atossa s proprietary oral Endoxifen for at least 14 days from the time of diagnosis up to the day of surgery. The primary endpoint is to determine if the administration of oral Endoxifen reduces the tumor activity as measured by Ki-67. The secondary endpoints are safety and tolerability and assessment of the study drug on expression levels of both estrogen and progesterone receptors. The impact on additional markers of cellular activity will also be explored. In May 2020, we reported interim results from our window of opportunity study. A statistically significant (p=0.031) reduction of about 74% in tumor cell proliferation, as measured by Ki-67, over the 22 days of dosing was achieved in the initial patients. Ki-67 is a recognized standard measurement of breast cancer cell proliferation. The purpose of this study is to determine if Atossa s oral Endoxifen reduces breast cancer tumor cell proliferation as measured by several biomarkers, including Ki-67. Six out of six (100%) patients experienced a significant reduction in Ki-67. A summary of these results includes: Ki-67 was reduced by more than 50% in every patient in the window of opportunity between initial biopsy and surgery, with an overall relative reduction of 74%. All six patients had a Ki-67 below 25% after treatment. In a paper entitled, Prognostic value of different cut-off levels of Ki-67 in breast cancer: a systematic review and meta-analysis of 64,196 patients, Ki-67 was an independent prognostic value for predicting overall survival in ER+ breast cancer patients. Ki-67 levels below 25% were associated with the lowest risk of death in this systematic review and meta-analysis. Table of Contents CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered(1) Proposed maximum aggregate offering price(5) Amount of registration fee Units comprised of common stock, $0.18 par value per share, and warrants to purchase common stock ( common units )(2) $ 23,000,000 (i)Shares of common stock included in the common units(3) (ii)Warrants to purchase common stock included in the common units(3) Units comprised of Series C convertible preferred stock, par value $0.001 per share, and warrants to purchase common stock ( preferred units )(2) $ 23,000,000 (i)Shares of Series C convertible preferred stock included in the preferred units(4) (ii)Warrants to purchase common stock included in the preferred units(3) Shares of common stock issuable upon exercise of warrants included in the common units and preferred units $ 17,250,000 Total $ 40,250,000 $ 4,391.28 (6) (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, dividends or similar transactions. (2) The proposed maximum aggregate offering price for common units to be sold in the offering will be reduced on a dollar-for-dollar basis on the offering price of any preferred units to be sold, such that the proposed maximum aggregate offering price of total units sold (common units and preferred units combined), is $23,000,000. Such maximum aggregate offering price for the units includes $3,000,000 in units that may be sold pursuant to the underwriter s over-allotment option. Units also include warrants to purchase common stock equal to 75% of the proposed maximum aggregate offering price of the units. (3) No separate fee is required pursuant to Rule 457(g) under the Securities Act because the warrants are being registered in the same registration statement as the common stock of the registrant issuable upon exercise of the warrants. (4) Includes shares of common stock issuable upon conversion of Series C convertible preferred stock issued hereunder. No separate fee is required pursuant to Rule 457(i) under the Securities Act because no additional consideration will be received in connection with the exercise of the conversion privilege. (5) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. (6) $1,568.31 previously paid. Table of Contents Treatment ranged from 16-40 days with an average of 22 days. There were no safety or tolerability issues, including vasomotor symptoms such as hot flashes and night sweats, which are often a tolerability challenge for patients on tamoxifen. This study continues to be open for enrollment; however, enrollment has been slower than anticipated in part due to fewer patients undergoing breast cancer surgery in Australia as a result of the Coronavirus pandemic. About Endoxifen Endoxifen is an active metabolite of tamoxifen which is an FDA-approved drug to treat and prevent breast cancer in high risk women. Endoxifen has been studied in 70 participants in Atossa-conducted Phase 1 clinical studies. No serious adverse events were reported in any of the studies. In May 2020, we reported that the FDA recently provided written input on our clinical path for oral Endoxifen to reduce MBD. The input was provided pursuant to a pre-IND meeting request which was scheduled for April 30, 2020. The input received from the FDA was very useful and will inform our clinical trial strategy and study design both in the U.S. and in Stockholm, Sweden where we are planning a Phase 2 study to reduce MBD. Compassionate Use of Endoxifen In December 2018, we began providing our oral Endoxifen to a pre-menopausal, estrogen-receptor positive (ER+), lacking CYP2D6 function, breast cancer patient under an FDA-approved expanded access, single patient, or "compassionate use" program. The purpose of this therapeutic approach was to reduce activity of the cancer cells prior to surgery. The patient received daily doses of our oral Endoxifen for approximately three weeks prior to surgery. There were no safety or tolerability issues and her surgery was successfully completed. The cancer cell biological activity was reduced, based on the estrogen receptor activity of the tumor cells and a 50% reduction in Ki-67. The FDA has also permitted use of our Endoxifen for this patient following her surgery, under the compassionate use program, as part of her long-term breast cancer treatment regimen. The use of our proprietary oral Endoxifen is restricted solely to this patient. In July 2020, we reported an update on this patient, who has received Endoxifen for 18 months post-surgery. To date, the patient has not had a recurrence of breast cancer, has not had treatment-related changes in periodic laboratory blood tests and the treatment has been well tolerated, including an absence of typically seen vasomotor symptoms (night sweats and hot flashes). Research and Development Phase We are in the research and development phase and are not currently marketing any products. We do not anticipate generating revenue unless and until we develop and launch our pharmaceutical programs. Impact of the Novel Coronavirus The continued spread of the COVID-19 pandemic is affecting the United States and global economies and may affect the Company s operations and those of third parties on which the Company relies, including causing possible disruptions in the supply of the Company s Endoxifen, AT-H201, AT-301 and the conduct of current and future clinical trials. In addition, the COVID-19 pandemic may affect the operations of the U.S. Food and Drug Administration and other health authorities including similar entities/agencies in Sweden and Australia, which could result in delays in meetings, reviews and approvals. The evolving COVID-19 pandemic could also directly or indirectly impact the pace of enrollment in the Company s clinical trials for at least the next several months and possibly longer as patients may avoid or may not be able to travel to healthcare facilities and physicians offices except for a health emergency. Such facilities and offices may also be required to focus limited resources on non-clinical trial activities, including treatment of COVID-19 patients, and may not be available, in whole or in part, for clinical trial activities related to the Company's products under development. Additionally, while the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce the Company s ability to access capital, which could negatively impact the Company s short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business, financing or clinical trial activities or on healthcare systems or the global economy as a whole. However, these effects could have a material adverse impact on the Company s liquidity, capital resources, operations, financial position and business and those of the third parties on which we rely. As of September 30, 2020, the Company has not experienced any delay in drug supply for its ongoing and planned clinical studies, including studies of Endoxifen, AT-301 and AT-H201. Currently, enrollment is open in Australia for the Endixofen Window of Opportunity study for which enrollment continues to be slow due in part to disruption caused by COVID-19. The Company anticipates commencing the MBD Endoxifen trial in the fourth quarter of 2020. The Company opened enrollment in the AT-301 trial during the third quarter of 2020 and completed enrollment in the fourth quarter 2020. We anticipate receiving regulatory approval to commence the initial clinical study of one of the components of AT-H201 in the first quarter of 2021. The Company will continue to monitor future enrollment in studies for potential restrictions on site visits, mammograms or the impositions of new restrictions on trials as a result of the COVID-19 pandemic. Corporate Information We were incorporated in the state of Delaware in 2009. On January 6, 2020, we changed our corporate name from Atossa Genetics Inc. to Atossa Therapeutics, Inc. Our corporate headquarters are located at 107 Spring Street, Seattle, Washington 98104. Our telephone number is (206) 588-0256 and our Internet website address is www.atossatherapeutics.com. We do not incorporate the information on our website into this prospectus, and you should not consider it part of this prospectus. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The Offering Securities Offered: Units consisting of up to 13,068,181 shares of our common stock, par value $0.18 per share (the common stock ) and warrants convertible into up to 9,801,136 shares of common stock (the common units ) (assuming a public offering price of $1.76 per common unit). We are also offering to certain large investors, if any, whose purchase of common stock in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding common stock immediately following the consummation of this offering, in lieu of common units, the opportunity to purchase units consisting of up to 13,068 shares of Series C convertible preferred stock, par value $0.001 per share (the Series C preferred stock ) convertible into up to 13,068,000 shares of common stock, subject to certain beneficial ownership limitations, and warrants convertible into up to 9,801,136 shares of common stock (the preferred units and, together with the common units, the units ) (assuming a public offering price of $1,760 per preferred unit). Underwriter Overallotment: We have granted the Representative an option to purchase up to an additional shares of common stock and/or warrants to purchase up to an aggregate of shares of common stock at the public offering price to be sold at the public offering price, less the underwriting discounts and commissions (included in Securities Offered totals above). This option is exercisable, in whole or in part, for a period of 45 days from the date of this prospectus. Assumed price per unit: $1.76 per common unit, or $1,760 per preferred unit, based on the closing price of our common stock on November 30, 2020. Series C Convertible Preferred Stock: Each whole share of Series C convertible preferred stock is convertible into 1,000 shares of common stock at any time so long as the holder, together with its affiliates, and any other person acting as a group together with the holder or any of its affiliates, does not own excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to its exercise. However, any holder may increase such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. Warrants The warrants included in the units will be immediately exercisable for $__ per share (no less than 100% of the offering price per share for the common units), subject to certain beneficial ownership limitations, and will expire 48 months from the issue date. Common stock outstanding before this offering: 10,464,250 shares of common stock. Common stock outstanding after this offering: 23,532,431 shares of common stock, excluding warrant exercises and assuming only common units are purchased in the offering at the assumed offering price. Each preferred unit issued will reduce the number of shares of common stock outstanding by 1,000 shares of common stock.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ATYR_atyr_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ATYR_atyr_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ATYR_atyr_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/AVIR_atea_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/AVIR_atea_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/AVIR_atea_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/AVO_mission_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/AVO_mission_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/AVO_mission_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/AVTR_avantor_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/AVTR_avantor_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a7456837dfa7838a5386822870d104e034981245
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/AVTR_avantor_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights selected information contained elsewhere in this prospectus or incorporated by reference herein from our filings with the Securities and Exchange Commission listed under Incorporation by Reference. This summary does not contain all of the information that you should consider before deciding to invest in our common stock. You should carefully read the entire prospectus and the information incorporated by reference herein, including any free writing prospectus prepared by us or on our behalf, including the information presented under the sections entitled Risk Factors and Special Note Regarding Forward-Looking Statements included in this prospectus, the sections entitled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and the audited financial statements and the notes thereto in our Annual Report and the sections entitled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and the unaudited condensed consolidated financial statements and related notes thereto in our Quarterly Report, each of which is incorporated by reference herein, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Company Overview We are a leading global provider of mission critical products and services to customers in the biopharma, healthcare, education & government, and advanced technologies & applied materials industries. Our comprehensive offerings, which include materials & consumables, equipment & instrumentation and services & specialty procurement, are relied upon by our customers, often on a recurring basis, because they are frequently specified into their research, development and production processes. These processes are commonly organized into workflows that define the activities our customers perform each day. We collaborate closely with our customers to enable them to develop new innovative products, lower their development and production costs, improve product or process performance characteristics, and enhance the safety and reliability of the drugs, devices and other products they produce. In addition to relying on our products, many customers depend upon our services. Some of these services are performed by over 1,300 of our associates that are co-located with certain customers, working side-by-side with their scientists every day. Our local presence combined with our global infrastructure enable and promote successful relationships with our customers and connect us to over 225,000 of their locations in over 180 countries. Our mission is to set science in motion to create a better world. We have global operations and an extensive product portfolio. We strive to enable customer success through innovation, Current Good Manufacturing Practices ( cGMP ) manufacturing and comprehensive service offerings. The depth and breadth of our portfolio provides our customers a comprehensive range of products and services and allows us to create customized and integrated solutions for our customers. Selected offerings sold to our customers in discovery, research, development and production processes include: Materials & consumables: Ultra-high purity chemicals and reagents, lab products and supplies, highly specialized formulated silicone materials, customized excipients, customized single-use assemblies, process chromatography resins and columns, analytical sample prep kits and education and microbiology and clinical trial kits. In 2019, 33% of our revenues were from sales of proprietary materials & consumables and 40% of our revenues were from third-party materials & consumables; Equipment & instrumentation: Filtration systems, virus inactivation systems, incubators, analytical instruments, evaporators, ultra-low-temperature freezers, biological safety cabinets and critical environment supplies; and Services & specialty procurement: Onsite lab and production, clinical, equipment, procurement and sourcing and biopharmaceutical material scale-up and development services. We have deep expertise in developing, customizing, manufacturing and supplying products for a wide variety of workflows, allowing us to provide tailored solutions throughout the lifecycle of our customers Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated May 18, 2020. 45,000,000 Shares Avantor, Inc. Common Stock The selling stockholders named in this prospectus are offering 45,000,000 shares of our common stock. We will not receive any proceeds from the sale of the shares being sold by the selling stockholders. Our common stock is listed on the New York Stock Exchange under the symbol AVTR. On May 15, 2020, the closing sales price of our common stock as reported on the New York Stock Exchange was $17.86 per share. The selling stockholders have granted the underwriters a 30-day option to purchase up to an additional 6,750,000 shares of common stock. We will not receive any proceeds from the sale of our common stock by the selling stockholders pursuant to any exercise of the underwriters option to purchase additional shares. Investing in shares of our common stock involves significant risks. See
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/BDTX_black_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/BDTX_black_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ec9c6d7e389c603b5d3b485cff04c24ba702ccee
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/BDTX_black_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary This summary highlights information contained in greater detail elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. You should also consider, among other things, the information set forth under the sections titled Risk Factors, Special Note Regarding Forward-Looking Statements, and Management s Discussion and Analysis of Financial Condition and Results of Operations, in each case appearing elsewhere in this prospectus. Unless the context otherwise requires, we use the terms Black Diamond, Black Diamond Therapeutics, the Company, we, us, our and similar designations in this prospectus to refer to Black Diamond Therapeutics, Inc. and, where appropriate, our subsidiaries. Overview We are a precision oncology medicine company pioneering the discovery and development of small molecule, tumor-agnostic therapies. Our goal is to bring precision oncology medicine to a greater number of patients. We target undrugged mutations in patients with genetically-defined cancers. The foundation of our company is built upon a deep understanding of cancer genetics, protein structure and function, and medicinal chemistry. Our proprietary technology platform, which we refer to as our Mutation-Allostery-Pharmacology, or MAP, platform, is designed to allow us to i) analyze population-level genetic sequencing data to identify oncogenic mutations that promote cancer across tumor types, ii) group these mutations into families and iii) develop a single small molecule therapy in a tumor-agnostic manner that targets a specific family of mutations. We have designed our lead product candidate, BDTX-189, to block the function of an undrugged family of oncogenic proteins defined by mutations which occur across a range of tumor types, and which affect both the epidermal growth factor receptor, or EGFR, and the tyrosine-protein kinase ErbB-2, or HER2. We have designed BDTX-189 to bind to the active site of these mutant kinases and to inhibit their function. BDTX-189 is also designed to spare normal, or wild type, EGFR, which we believe will improve upon the toxicity profiles of current ErbB kinase inhibitors. We submitted our Investigational New Drug Application, or IND, for BDTX-189 in November 2019, which was allowed by the U.S. Food and Drug Administration, or FDA, on December 13, 2019, and plan to start a combined Phase 1/2 clinical trial in the first half of 2020 to pursue a tumor-agnostic development strategy. We are also leveraging our MAP platform to expand the reach of targeted therapies by identifying other families of mutations in genes known to drive disease. Background of targeted oncology therapies Cancer is a genetic disease that is caused by changes in DNA that control the way cells function, especially how they grow and divide, and has historically been diagnosed and treated based on a tumor s organ site or tissue of origin. Oncogene addiction, which is the dependency of tumors on genetic drivers for a growth and survival advantage, has enabled the development of targeted therapies that exploit this dependency. Approved targeted therapies, such as kinase inhibitors, have transformed the treatment of cancers by providing substantial clinical benefit and have emerged as an important part of standard of care for cancer patients. Worldwide sales of kinase inhibitors, one class of targeted therapies, exceeded $25 billion in 2018. Despite the success of these drugs, a recent analysis found that only nine percent of patients with metastatic cancer have tumors with genetic profiles that could make them eligible for treatment with an approved precision oncology medicine. Genetic sequencing of cancers has become increasingly widespread, leading to the discovery of multiple genetic alterations which were previously unaddressed, unsuccessfully targeted or overlooked. Furthermore, Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated January 21, 2020 Preliminary prospectus 8,900,000 shares Common stock This is our initial public offering of our common stock. We are offering 8,900,000 shares of common stock. Prior to this offering, there has been no public market for our shares. We expect that the initial public offering price will be between $16.00 and $18.00 per share. We have applied to list our common stock on The Nasdaq Global Market under the symbol BDTX. We are an emerging growth company and a smaller reporting company under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and for future filings. Investing in our common stock involves a high degree of risk. Before buying any shares, you should read carefully the discussion of the material risks of investing in our common stock under the heading Risk Factors starting on page 13 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities that may be offered under this prospectus, nor have any of these organizations determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per share Total Initial public offering price $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to Black Diamond Therapeutics, Inc. $ $ (1) We refer you to Underwriting beginning on page 198 of this prospectus for additional information regarding underwriting compensation. Delivery of the shares of common stock is expected to be made on or about , 2020. We have granted the underwriters an option for a period of 30 days to purchase an additional 1,335,000 shares of our common stock. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will be $ . J.P. Morgan Jefferies Cowen Canaccord Genuity The date of this prospectus is , 2020. Table of Contents advancements in genetic sequencing and a better understanding of genetic alterations that drive cancers have facilitated more precise cancer drug development to be conducted in a tumor and histology agnostic manner. We believe our MAP platform will allow us to reveal the oncogenic nature of families of undrugged mutations having similar protein structures, and our approach offers a substantial opportunity to expand the number of patients who could benefit from precision oncology medicines. The Black Diamond Therapeutics approach At Black Diamond Therapeutics, our goal is to bring precision oncology medicine to a greater number of patients. Our drug development efforts leverage our novel findings that: mutations throughout a gene can drive oncogenic activation and change the drug selectivity profile of their active sites; these oncogenic mutations can be grouped as families because they drive similar structural changes, and exhibit a shared selectivity profile; and a family of oncogenic proteins can therefore be inhibited by a single small molecule that targets the active site. We believe we can address certain key limitations of current generation precision medicine therapies in oncology by applying our MAP Platform to identify and target novel classes of oncogenic mutations. We believe this will allow us to design and develop potential therapies for patients for whom there are currently no targeted treatment options. Our MAP platform Our proprietary MAP platform was developed to reveal the oncogenic nature of families of undrugged driver mutations, at or outside the active site, and their associated protein structures. We believe there is a substantial opportunity for designing novel classes of tumor-agnostic precision medicines targeting families of mutations. Our proprietary MAP platform is built on three central pillars: Discover Through comprehensive analysis of population-level genetic sequencing data, we identify oncogenic mutations among hundreds of unique alterations within a single gene. Our MAP platform algorithm uses genetic and proteomic features to rank mutations for potential oncogenicity. We use our algorithm as a machine learning tool to classify mutations as either pathogenic or benign and predict the probability, or MAP score, that a mutation is pathogenic. Reveal We confirm the oncogenicity of the identified mutations through cell and tumor models and reveal how these mutations drive conformational changes in proteins. This allows us to group subsets of mutations into families based upon similar protein structures and shared selectivity profiles. Table of Contents Table of contents Page Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/BEAM_beam_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/BEAM_beam_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..96ba1f7320db3a2cc6cb61aca79c9ccf557d2125
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/BEAM_beam_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus or incorporated by reference into this prospectus from our Annual Report on Form 10-K for the year ended December 31, 2019, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and our other filings with the Securities and Exchange Commission (the SEC ) listed in the section of this prospectus entitled Incorporation of certain information by reference and is qualified in its entirety by the more detailed information and consolidated financial statements included or incorporated by reference elsewhere in this prospectus. This summary does not contain all of the information that may be important to you. You should read and carefully consider the following summary together with the entire prospectus and the documents incorporated herein by reference, including our consolidated financial statements and the notes thereto incorporated herein by reference and the matters discussed under the sections titled Risk factors, Selected financial data and management s discussion and analysis of financial condition and results of operations appearing elsewhere in this prospectus, in our Annual Report on Form 10-K for the year ended December 31, 2019, in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, or in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, each incorporated by reference herein, before deciding to invest in our common stock. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See Special note regarding forward-looking statements. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in Risk factors and other sections of this prospectus and the documents incorporated herein by reference. Unless the context otherwise requires, the terms Beam, Beam Therapeutics, the Company, we, us and our relate to Beam Therapeutics Inc., together with its consolidated subsidiaries. Overview We are a biotechnology company committed to creating a new class of precision genetic medicines based on our proprietary base editing technology, with a vision of providing life-long cures to patients suffering from serious diseases. Our proprietary base editing technology potentially enables an entirely new class of precision genetic medicines that targets a single base in the genome without making a double-stranded break in the DNA. This approach uses a chemical reaction designed to create precise, predictable and efficient genetic outcomes at the targeted sequence. Our novel base editors have two principal components: (i) a CRISPR protein, bound to a guide RNA, that leverages the established DNA-targeting ability of CRISPR, but modified to not cause a double-stranded break, and (ii) a base editing enzyme, such as a deaminase, which carries out the desired chemical modification of the target DNA base. We believe this design contributes to a more precise and efficient edit compared to traditional gene editing methods, which operate by creating targeted double-stranded breaks in the DNA; these breaks can result in unwanted DNA modifications. We believe that the precision of our editors will dramatically increase the impact of gene editing for a broad range of therapeutic applications. To unlock the full potential of our base editing technology across a wide range of therapeutic applications, we are pursuing a comprehensive suite of clinically validated delivery modalities in parallel. For a given tissue type, we use the delivery modality with the most compelling biodistribution. Our programs are organized by delivery modality into three distinct pipelines: electroporation for efficient delivery to blood cells and immune cells ex vivo; lipid nanoparticles, or LNPs, for non-viral in vivo delivery to the liver and potentially other organs in the future; and adeno-associated viral vectors, or AAV, for in vivo viral delivery to the eye and central nervous system, or CNS. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to completion, dated September 28, 2020 Preliminary prospectus 4,500,000 shares Beam Therapeutics Inc. Common stock We are offering 4,500,000 shares of our common stock. Our common stock is listed on the Nasdaq Global Select Market ( Nasdaq ) under the symbol BEAM. The last reported sale of our common stock on Nasdaq on September 25, 2020 was $26.76 per share. We are an emerging growth company and a smaller reporting company under federal securities laws and are subject to reduced public company reporting requirements. See Summary Implications of being an emerging growth company and smaller reporting company. Per share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to Beam Therapeutics Inc., before expenses $ $ (1) See Underwriting for additional disclosure regarding underwriting compensation. We have granted the underwriters an option for a period of 30 days to purchase up to 675,000 additional shares of common stock from us at the public offering price, less underwriting discounts and commissions. Investing in our common stock involves a high degree of risk. See the section titled Risk factors beginning on page 18 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares to purchasers on or about , 2020. Joint bookrunning managers J.P. Morgan Jefferies Barclays Lead manager Wedbush PacGrow , 2020. Table of Contents Trademarks We use BEAM, REPAIR and RESCUE and other marks as trademarks in the United States and/or in other countries. This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the or TM symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other entities trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entity. Market and industry data Unless otherwise indicated, information contained in this prospectus or incorporated by reference concerning our industry and the markets in which we operate, including our general expectations, market position and market opportunity, is based on our management s estimates and research, as well as industry and general publications and research, surveys and studies conducted by third parties. We believe that the information from these third-party publications, research, surveys and studies included in this prospectus is reliable. Management s estimates are derived from publicly available information, their knowledge of our industry and their assumptions based on such information and knowledge, which we believe to be reasonable. This data involves a number of assumptions and limitations which are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled Risk factors. These and other factors could cause our future performance to differ materially from our assumptions and estimates. Table of Contents The elegance of the base editing approach combined with a tissue specific delivery modality, provides the basis for a targeted, efficient, precise, and highly versatile gene editing system, capable of gene correction, gene silencing/gene activation, and multiplex editing of several genes simultaneously. We are currently advancing a broad, diversified portfolio of base editing programs against distinct editing targets, utilizing the full range of our development capabilities. We believe the flexibility and versatility of our base editors may lead to broad therapeutic applicability and transformational potential for the field of precision genetic medicines. We continue to make meaningful advancements across our programs. Within our ex vivo platform, we have identified two development candidates to date: BEAM-101, our program that reproduces single base changes seen in individuals with Hereditary Persistence of Fetal Hemoglobin, or HPFH, to potentially protect them from the effects of mutations causing sickle cell disease or thalassemia, and BEAM-102, our program to directly correct the causative mutation in sickle cell disease by recreating a naturally-occurring normal human hemoglobin variant, Hb-G Makassar. We have achieved proof-of-concept in vivo with long-term engraftment of base edited human CD34 cells in mice for BEAM-101. Persistence of engraftment and high levels of editing have been confirmed in several studies, including in studies using material generated at a clinically relevant scale. Following conversations with regulators and supported by our off-target biology assays, we are planning to initiate IND-enabling studies in 2020 and expect to file an IND for BEAM-101 during the second half of 2021. During the second quarter of 2020, we also published data on BEAM-102 demonstrating that our adenine base editors, or ABEs, can efficiently convert the causative Hemoglobin S, or HbS, point mutation, to the normal HbG-Makassar, with high efficiency (more than 80%). The Makassar variant does not cause hemoglobin to polymerize, or red cells to sickle and, therefore, edited cells are cured through elimination of the disease-causing protein. The results from this study confirmed the ability of the Makassar variant to protect cells from sickling, even in the context of mono-allelic editing. We are also progressing our cell therapy programs in oncology, engineering CAR-T cells for pediatric leukemias with a high level of multiplex editing, and plan to publish data describing our editing targets and initial in vivo proof of concept data during the fourth quarter of 2020. Additionally, we expect to nominate our first CAR-T development candidate by year-end 2020, bringing to three the number of development candidates from our ex vivo portfolio. We also continue to advance our liver disease programs. During the second quarter of 2020, we showed the ability to directly correct the mutation causing alpha-1 antitrypsin deficiency, providing both in vitro and in vivo proof of concept for base editing to correct this disease. We have also achieved editing levels, in preclinical models, for the correction of the two most prevalent mutations causing GSD1A disease that could be clinically relevant if reproduced in humans. An important next step for the liver disease programs is finalizing our LNP formulation, and we are making progress on developing a formulation using proof of concept targets. To date, with this formulation, we have shown high levels of editing in mice at doses consistent with clinical use. We are currently conducting non-human primate studies to evaluate our LNP formulation and anticipate initial data in early 2021. We believe we are on track to nominate our first development candidate from our liver portfolio in 2021. Table of Contents Our base editing platform The modularity of our platform means that establishing preclinical proof-of-concept of base editing using a particular delivery modality will potentially reduce risk and accelerate the timeline for additional product candidates that we may develop targeting the same tissue. In some cases, a new product candidate may only require changing the guide RNA. Subsequent programs using the same delivery modality can also take advantage of shared capabilities and resources of earlier programs. In this way, we view each delivery modality as its own unique pipeline, where the success of any one program may pave the way for a large number of additional programs to progress quickly to the clinic. Ex vivo electroporation for hematology: sickle cell disease and beta-thalassemia Sickle cell disease, a severe inherited blood disease, is caused by a single point mutation, E6V, in the beta globin gene. This mutation causes the mutated form of hemoglobin, or HbS, to aggregate into long, rigid molecules that bend red blood cells into a sickle shape under conditions of low oxygen. Sickled cells obstruct blood vessels and die prematurely, ultimately resulting in anemia, severe pain (crises), infections, stroke, organ failure, and early death. Sickle cell disease is the most common inherited blood disorder in the United States, affecting an estimated 100,000 individuals, of which a significant proportion are of African-American descent (1:365 births). Beta-thalassemia is another inherited blood disorder characterized by severe anemia caused by reduced production of functional hemoglobin due to insufficient expression of the beta globin protein. Transfusion-dependent beta-thalassemia, or TDBT, is the most severe form of this disease, often requiring multiple transfusions per year. Patients with TDBT suffer from failure to thrive, persistent infections, and life-threatening anemia. The incidence of symptomatic beta-thalassemia is estimated to be 1:100,000 worldwide, including 1:10,000 in Europe. In the United States, based on affected birth incidence of 0.7 in 100,000 births, and increasing survival rates, we expect the population of individuals affected by this disease to be more than 1,400 and rising. The only potentially curative therapy currently available for patients with sickle cell disease or beta-thalassemia is allogeneic Hematopoietic Stem Cell Transplant, or HSCT; however, this procedure holds a high level of risk, particularly Graft-versus-Host Disease, or GvHD, resulting in a low number of patients opting for this treatment. Table of Contents We are using base editing to pursue two complementary approaches to treating sickle cell disease and one to treat beta-thalassemia: a differentiated approach to elevating fetal hemoglobin which could be used in treatments for both sickle cell disease and beta-thalassemia (BEAM-101); and a novel approach to directly correcting the sickle mutation (BEAM-102). BEAM-101: Recreating naturally-occurring protective mutations to activate fetal hemoglobin The beneficial effects of the fetal form of hemoglobin, or HbF, to compensate for mutations in adult hemoglobin were first identified in individuals with a condition known as HPFH. Individuals who carry mutations that would have typically caused them to be beta-thalassemia or sickle cell disease patients, but who also have HPFH, are asymptomatic or experience a much milder form of their disease. HPFH is caused by single base changes in the regulatory region of the genes, HBG1 and HBG2, which prevents binding of one or more repressor proteins and increases the expression of gamma globin, which forms part of the HbF tetramer. Using base editing, we reproduce these specific, naturally occurring base changes in the regulatory elements of the gamma globin genes, preventing binding of repressor proteins and leading to re-activation of gamma globin expression, and thus the increase in gamma globin levels. Our in vitro and in vivo characterization of BEAM-101 using ex vivo delivery achieved precise and efficient editing of human CD34 hematopoietic stem and progenitor cells, or HSPCs, resulting in long-term engraftment and therapeutically-relevant increases in target gene expression in mice. In vitro characterization of BEAM-101: We demonstrated greater than 90% editing in healthy donor CD34 cells in vitro. We demonstrated gamma globin upregulation following erythroid differentiation is highly correlated (R2 0.993) with editing rates, where, at greater than 90% editing, we achieve greater than 60% increase in gamma globin in healthy donor CD34 cells. Successful editing of CD34 cells from a homozygous sickle cell disease patient, demonstrating a greater than 60% increase in gamma globin levels with a concomitant decrease to less than 40% sickle beta globin levels in vitro after in vitro differentiation. In vivo performance of BEAM-101: We demonstrated that edited CD34 cells from a healthy human donor engraft with high chimerism and maintain greater than 90% editing after 16 weeks in immunocompromised mice. We demonstrated after 16-week engraftment that base edited cells lead to successful multilineage reconstitution with greater than 90% base editing achieved in sorted human HSPCs, myeloid, lymphoid and erythroid cells. We replicated these findings with cells from a second donor at 18 weeks post-engraftment. BEAM-102: Direct correction of the sickle cell mutation Our second base editing approach for sickle cell disease, BEAM-102, is a direct correction of the causative sickle mutation at position 6 of the beta globin gene. By making a single A-to-G edit, we have demonstrated in Table of Contents primary human CD34 cells isolated from sickle cell disease patients the ability to create the naturally occurring Makassar variant of hemoglobin. This variant, which was originally identified in humans in 1970, has the same function as the wild-type variant and does not cause sickle cell disease. Distinct from other approaches, cells that are successfully edited in this way are fully corrected, no longer containing the sickle protein. BEAM-102 uses ex vivo delivery of our adenine base editor, or ABE, to edit CD34 HSPCs. In cells isolated from donors with sickle cell disease, we achieved greater than 80% correction of the sickle point mutation to the HbG-Makassar variant, following in vitro erythroid differentiation. As expected, we observed the simultaneous reduction of HbS to less than 20% of control levels. More than 70% of erythroid colonies derived from edited patient cells showed biallelic editing (yielding cells that are potentially cured, no longer producing any sickle protein at all) and another 20% of cells had monoallelic editing (with one sickle allele and one corrected allele, conferring a level of protection similar to patients with sickle cell trait who do not show significant symptoms of disease) adding up to 93% of cells with potential elimination of sickle cell disease. Further, the correction of the HbS protein to the HbG-Makassar variant was shown to significantly reduce the propensity of in vitro differentiated erythroid cells to sickle when subjected to hypoxia. These findings represent therapeutic levels of correction and support advancement of this program to potentially address the underlying genetic cause of sickle cell disease. Published modeling studies suggest that at least 20% of cells expressing HbF may be sufficient to cure the disease. With upregulation levels of more than 60% of gamma globin, we have shown, in preclinical models correction levels significantly above these levels. Ex vivo electroporation for multiplex editing: CAR-T cell therapies for T-ALL/AML We believe base editing is an ideal tool to simultaneously multiplex edit many genes without unintended on-target effects, such as genomic rearrangements or activation of the p53 pathway, that can result from simultaneous editing with nucleases through the creation of double strand breaks. The ability to create a large number of multiplex edits in T cells could endow CAR-T cells and other cell therapies with combinations of features that may dramatically enhance their therapeutic potential in treating hematological or solid tumors. Proof-of-concept experiments have now demonstrated the ability of base editors to efficiently modify up to 8 genomic loci simultaneously in primary human T cells with efficiencies ranging from 85-95% as measured by flow cytometry of target protein knockdown. Importantly, these results are achieved without the generation of chromosomal rearrangements, as detected by a sensitive method (UDiTaSTM) and with no loss of cell viability from editing. The proof-of-concept experiments have also demonstrated robust T cell killing of target tumor cells. Our initial focus will be on hematologic malignancies, and we are developing allogeneic CAR-T product candidates that have four edits each. This multiplex editing will enable a high degree of engineering and functionality, including the following simultaneous edits: Prevent graft-vs-host. Elimination of the existing TCR to ensure that the CAR-T cell only attacks the CAR antigen on the tumor and not the patient s healthy cells. Enable allogeneic cell source. Another edit to enable the use of healthy donor cells. Minimize interference by the tumor microenvironment. An additional edit to minimize exhaustion by the T cell and prolong efficacy for attacking the tumor. Prevent fratricide. Additional edits to eliminate antigens that are shared between malignant cells and CAR-T cells, to prevent fratricide (i.e., CAR-T cells attacking each other before they can attack the tumor). Table of Contents The initial indications that we plan to target with these product candidates are relapsed, refractory, pediatric T-cell Acute Lymphoblastic Leukemia, or T-ALL, and pediatric Acute Myeloid Leukemia, or AML. We believe that our approach has the potential to produce higher response rates and deeper remissions than existing approaches. Non-viral delivery for liver diseases: alpha-1 antitrypsin deficiency and glycogen storage disorder 1a Alpha-1 Antitrypsin Deficiency, or Alpha-1, is a severe inherited genetic disorder that can cause progressive lung and liver disease. The most severe form of Alpha-1 arises when a patient has a point mutation in both copies of the SERPINA1 gene at amino acid 342 position (E342K, also known as the PiZ mutation or the Z allele). This point mutation causes alpha-1 antitrypsin, or AAT, to misfold, accumulating inside liver cells rather than being secreted, resulting in very low levels (10%-15%) of circulating AAT. As a consequence, the lung is left unprotected from neutrophil elastase, resulting in progressive, destructive changes in the lung, such as emphysema, which can result in the need for lung transplants. The mutant AAT protein also accumulates in the liver, causing liver inflammation and cirrhosis, which can ultimately cause liver failure or cancer and require patients to undergo a liver transplant. It is estimated that approximately 60,000 individuals in the United States have two copies of the Z allele. There are currently no curative treatments for patients with Alpha-1. With the high efficiency and precision of our base editors, we aim to utilize our ABEs to enable the programmable conversion of A-to-T and G-to-C base pairs and precisely correct the E342K point mutation back to the wild type sequence. For a recent study, we engineered novel ABEs and guide RNAs capable of correcting the PiZ mutation, and then used a proprietary non-viral lipid nanoparticle formulation to deliver the optimized reagents to the livers of a PiZ transgenic mouse model. This direct editing approach resulted in an average of 16.9% correction of beneficial alleles at 7 days and 28.8% at three months. This significant increase over the period suggests that corrected hepatocytes may have a proliferative advantage relative to uncorrected cells. In addition, treated mice demonstrate decreased alpha-1 antitrypsin, or A1AT, globule burden within the liver and a durable, significant increase in serum A1AT active protein at three months, roughly 4.9-fold higher than in controls, levels which we believe would be clinically relevant if achieved in patients. These data indicate the potential for base editing as a one-time therapy to treat both lung and liver manifestations of Alpha-1. Glycogen Storage Disease Type 1A, also known as Von Gierke disease, is an inborn disorder of glucose metabolism caused by mutations in the G6PC gene, which results in low blood glucose levels that can be fatal if patients do not adhere to a strict regimen of slow-release forms of glucose, administered every one to four hours (including overnight). There are no disease-modifying therapies available for patients with GSD1a. Our approach to treating patients with glycogen storage disease 1a, or GSD1a, is to apply base editing via LNP delivery to repair the two most prevalent mutations that cause the disease, R83C and Q347X. It is estimated that these two-point mutations account for 900 and 500 patients, respectively, in the United States, representing approximately 59% of all GSD1a patients. Animal studies have shown that as little as 11% of normal G6Pase activity in liver cells is sufficient to restore fasting glucose; however, this level must be maintained in order to preserve glucose control and alleviate other serious, and potentially fatal, GSD1a sequelae. We have identified product candidates that can correct up to 80% of the alleles in cells harboring the Q347X point mutation and approximately 60% of the alleles in cells harboring the R83C mutation as shown in the Table of Contents figures below. Correction of at least 11% is expected to be clinically relevant and potentially disease modifying for GSD1a patients. Viral delivery for ocular and CNS disorders: Stargardt disease The most prevalent mutation in the ABCA4 gene that leads to Stargardt disease is the G1961E point mutation. Approximately 5,500 individuals in the United States are affected by this mutation. Our base editing approach is to repair the G1961E point mutation in the ABCA4 gene. Disease modeling using tiny spot stimuli, or light stimuli through holes that are equivalent in size to a single photoreceptor cell, suggests that only 12%-20% of these cells are sufficient to preserve vision. We anticipate, therefore, that editing percentages in the range of 12%-20% of these cells would be disease-modifying, since each edited cell will be fully corrected and protected from the biochemical defect. We have identified a base editor that is able to edit approximately 45% of the alleles in recombinant cells carrying the human mutated sequence. Given that the base editor is larger than the packaging capacity of a single AAV, we use a split AAV system that delivers the base editor via two AAV vectors. Once inside the cell, the two halves of the editor are recombined to create a functional base editor. In a human retinal pigment epithelial cell line (ARPE-19 cells) in which we have knocked in the ABCA4 G1961E point mutation, we have demonstrated the precise correction of approximately 75% of the disease alleles at 5 weeks after dual infection with the split AAV system. Collaborations We believe our base editing technology has potential across a broad array of genetic diseases. To fully realize this potential, we have established and will continue to seek out innovative collaborations, licenses, and strategic alliances with pioneering companies and with leading academic and research institutions. Additionally, we have and will continue to pursue relationships that potentially allow us to accelerate our preclinical research and development efforts. These relationships will allow us to aggressively pursue our vision of maximizing the potential of base editing to provide life-long cures for patients suffering from serious diseases. Ex vivo electroporation for hematologic diseases and oncology Boston Children s Hospital In July 2020, we formed a strategic alliance with Boston Children s Hospital. Under the terms of the agreement, we will sponsor research programs at Boston Children s to facilitate development of disease-specific therapies using our proprietary base editing technology. Boston Children s will also serve as a clinical site to advance bench-to-bedside translation of our pipeline across certain therapeutic areas of interest, including programs in sickle cell disease and pediatric leukemias and exploration of new programs targeting other diseases. Magenta Therapeutics In June 2020, we announced a non-exclusive research and clinical collaboration agreement with Magenta Therapeutics to evaluate the potential utility of MGTA-117, Magenta s novel targeted ADC for conditioning of patients with sickle cell disease and beta-thalassemia receiving our base editing therapies. Conditioning is a critical component necessary to prepare a patient s body to receive the edited cells, which carry the corrected gene and must engraft in the patient s bone marrow in order to be effective. Today s conditioning regimens rely Table of Contents on nonspecific chemotherapy or radiation, which are associated with significant toxicities. MGTA-117 precisely targets only hematopoietic stem and progenitor cells, sparing immune cells, and has shown high selectivity, potent efficacy, wide safety margins and broad tolerability in non-human primate models. MGTA-117 may be capable of clearing space in bone marrow to support long-term engraftment and rapid recovery in patients. Combining the precision of our base editing technology with the more targeted conditioning regimen enabled by MGTA-117 could further improve therapeutic outcomes for patients suffering from these severe diseases. We will be responsible for clinical trial costs related to development of our base editors when combined with MGTA-117, while Magenta will continue to be responsible for all other development costs of MGTA-117. Non-Viral delivery for liver diseases Verve Therapeutics In April 2019, we entered into a collaboration and license agreement with Verve Therapeutics, or Verve, a company focused on developing genetic medicines to safely edit the genome of adults to permanently lower LDL cholesterol and triglyceride levels and thereby treat coronary heart disease. This collaboration allows us to fully realize the potential of base editing in treating cardiovascular diseases, an area outside of our core focus where the Verve team has significant, world-class expertise. Under the terms of the agreement, Verve received exclusive access to our base editing technology, gene editing, and delivery technologies for human therapeutic applications against certain cardiovascular targets. In exchange, we received 2,556,322 shares of Verve common stock. Additionally, we will receive milestone payments for certain clinical and regulatory events and we retain the option, after the completion of Phase 1 studies, to participate in future development and commercialization, and share 50 percent of U.S. profits and losses, for any product directed against these targets. Verve granted to us a non-exclusive license under know-how and patents controlled by Verve, and an interest in joint collaboration technology. Either party may owe the other party other milestone payments for certain clinical and regulatory events related to the delivery technology products. Royalty payments may become due by either party to the other based on the net sales of any commercialized delivery technology products under the agreement. In June 2020, Verve reported preclinical proof-of-concept data in non-human primates that demonstrated the successful use of adenine base editors to turn off a gene in the liver. Utilizing ABE technology licensed from us and an optimized guide RNA packaged in an engineered lipid nanoparticle, Verve evaluated in vivo liver base editing to turn off proprotein convertase subtilisin/kexin type 9 (PCSK9), a gene whose protein product elevates blood LDL cholesterol or angiopoietin-like protein 3 (ANGPTL3), a gene whose protein product elevates blood triglyceride-rich lipoproteins. We believe these proof-of-concept data, which show we can safely edit the primate genome, represent the first successful application of the base editing technology in non-human primates. In two separate studies, seven animals were treated with the drug product targeting the PCSK9 gene and seven additional animals with the drug product targeting the ANGPTL3 gene. Whole liver editing, blood protein and lipid levels were measured at two weeks and compared to baseline. The program targeting PCSK9 showed an average of 67% whole liver PCSK9 editing, which translated into an 89% reduction in plasma PCSK9 protein and resulted in a 59% reduction in blood LDL cholesterol levels. The program targeting ANGPTL3 showed an average of 60% whole liver ANGPTL3 editing, which translated into a 95% reduction in plasma ANGPTL3 protein and resulted in a 64% reduction in blood triglyceride levels and 19% reduction in LDL cholesterol levels. In addition, in studies in primary human hepatocytes, clear evidence of on-target editing was observed with no evidence of off-target editing. Table of Contents Per the terms of our agreement with Verve, we can exercise our right to participate in the future development and commercialization of any programs at the completion of Phase I studies. Viral delivery for ophthalmology and CNS diseases IOB In July 2020, we announced a research collaboration with the Institute of Molecular and Clinical Ophthalmology Basel (IOB). Founded in 2018 by a consortium that includes Novartis, the University Hospital of Basel and the University of Basel, IOB is a leader in basic and translational research aimed at treating impaired vision and blindness. Clinical scientists at IOB have also helped to develop better ways to measure how vision is impacted by Stargardt disease. Additionally, researchers at IOB have developed living models of the retina, known as organoids, which can be used to test novel therapies. Under the terms of the agreement, the companies will leverage IOB s unique expertise in the field of ophthalmology along with our novel base editing technology to advance programs directed to the treatment of certain ocular diseases, including Stargardt disease. Manufacturing To realize the full potential of base editors as a new class of medicines and to enable our parallel investment strategy in multiple delivery modalities, we are building customized and integrated capabilities across discovery, manufacturing, and preclinical and clinical development. Due to the critical importance of high-quality manufacturing and control of production timing and know-how, we have taken steps toward establishing our own manufacturing facility, which will provide us the flexibility to manufacture numerous different drug product modalities. We believe this investment will maximize the value of our portfolio and capabilities, the probability of technical success of our programs, and the speed at which we can provide life-long cures to patients. In August 2020, we entered into a lease agreement with Alexandria Real Estate Equities, Inc. to build a 100,000 square foot current Good Manufacturing Practice, or cGMP, compliant manufacturing facility in Research Triangle Park, North Carolina intended to support a broad range of clinical programs. We will invest up to $83 million over a five-year period and anticipate that the facility will be operational by the first quarter of 2023. The project will be facilitated, in part, by a Job Development Investment Grant (JDIG) approved by the North Carolina Economic Investment Committee, which authorizes potential reimbursements based on new tax revenues generated through the project. The facility will be designed to support manufacturing for our ex vivo cell therapy programs in hematology and oncology and in vivo non-viral delivery programs for liver diseases, with flexibility to support manufacturing of our viral delivery programs, and ultimately, scale-up to support potential commercial supply. For our initial waves of clinical programs, we will use contract manufacturing organizations, or CMOs, with relevant manufacturing experience in genetic medicines. Our strategy Our mission is to become the leading company in precision genetic medicines by discovering, developing, manufacturing, and ultimately commercializing a new class of medicines through our proprietary base editing technology, with the goal of providing life-long cures to patients suffering from serious diseases. Key components of our strategy are as follows: Build a highly innovative, fully integrated genetic medicines company Table of Contents Advance waves of programs into clinical development through a highly efficient discovery and development engine Access the broadest range of therapeutic areas by leveraging clinically validated delivery modalities Reinforce our leadership position in base editing through strategic investment in our platform and new technologies Further expand patient access to our medicines through innovative strategic partnerships with both established and emerging companies Maintain a culture of innovation that captures the best of academic science and translational medicine As of August 31, 2020, we have attracted a talented group of industry experts and scientists as part of a highly innovative organization of 158 employees. We have developed and consolidated significant technology and intellectual property covering the elements of base editing, as well as additional gene editing technologies and delivery modalities, with exclusive licenses from Harvard University, Broad Institute of MIT and Harvard, Editas Medicine Inc., and Bio Palette Co., Ltd. Recent developments COVID-19 With the ongoing concern related to the COVID-19 pandemic, we have maintained and expanded our business continuity plans to address and mitigate the impact of the COVID-19 pandemic on our business. In March 2020, to protect the health of our employees, and their families and communities, we restricted access to our offices to personnel who performed critical activities that must be completed on-site, limited the number of such personnel that can be present at our facilities at any one time, and requested that most of our employees work remotely. In May 2020, as certain states eased restrictions, we established new protocols to better allow our full laboratory staff access to our facilities. These protocols included several shifts working over a seven days week protocol. We expect to continue incurring additional costs to ensure we adhere to the guidelines instituted by the Centers for Disease Control and to provide a safe working environment to our onsite employees. The extent to which the COVID-19 pandemic impacts our business, our corporate development objectives, results of operations and financial condition, including and the value of and market for our common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements, and the effectiveness of actions taken globally to contain and treat the disease. Disruptions to the global economy, disruption of global healthcare systems, and other significant impacts of the COVID-19 pandemic could have a material adverse effect on our business, financial condition, results of operations and growth prospects. While the COVID-19 pandemic did not significantly impact our business or results of operations during the six months ended June 30, 2020, the length and extent of the pandemic, its consequences, and containment efforts will determine the future impact on our operations and financial condition. Risks associated with our business Our business is subject to a number of risks of which you should be aware before making an investment decision. These risks are discussed more fully in the
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/BEKE_ke_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/BEKE_ke_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/BEKE_ke_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/BGM_bgm-group_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/BGM_bgm-group_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ba129b5191a5d5e6f3837f30fbaf70428c6812d3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/BGM_bgm-group_prospectus_summary.txt
@@ -0,0 +1,502 @@
+PROSPECTUS SUMMARY
+
+ 
+
+The following summary is qualified
+in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere
+in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of
+investing in our Ordinary Shares, discussed under "Risk Factors," before deciding whether to buy our Ordinary Shares.
+
+ 
+
+Unless otherwise indicated, all information
+in this amendment reflects a 1-for-1.66667 reverse split of our issued and outstanding Ordinary Shares, effected on October 16,
+2019.
+
+ 
+
+Overview
+
+ 
+
+We
+are a pharmaceutical and chemical company based in China that focuses on the development, manufacture, marketing, and sale of
+licorice products, oxytetracycline products, traditional Chinese medicine derivatives ("TCMD") product, heparin product,
+sausage casings, and fertilizers. We independently developed Gan Di Xin and Ahan Antibacterial Paste
+within our research and development department. Our products are sold in more than 20 provinces in China.
+
+ 
+
+COVID-19
+
+ 
+
+The outbreak of the novel coronavirus,
+commonly referred to as "COVID-19", significantly affected the economic and business activities within China for the
+most part of 2020. To attempt to contain the COVID-19 outbreak, the Chinese government had adopted restrictive measures such as
+city lockdowns, travel restrictions, and closures of business activities since late January 2020. With such measures, China has
+gradually resumed businesses as government officials started to ease the restrictive measures. As of the date of this prospectus,
+the COVID-19 outbreak in China appears to be generally under control.
+
+ 
+
+The COVID-19 outbreak has negatively impacted
+our businesses in the following ways:
+
+ 
+
+ 
+ 
+ Our manufacturing activities depend on
+ a wide array of raw materials such as soybeans, corn starch, glycyrrhiza glabra plant, pig intestines, and many others. We
+ have experienced substantive diminutions in raw material supplies due to the COVID-19 outbreak and ensuing lockdowns. In addition,
+ for the nine months ended June 30, 2020 the price of these raw materials has increased by approximately 4%-8% as compared
+ to the same period of the last fiscal year. Our overall gross margin decreased from approximately 25% for the nine months
+ ended June 30, 2019 to approximately 18% for the nine months ended June 30, 2020.
+
+ 
+ 
+ Our sales for the three months ended June
+ 30, 2020 decreased by approximately 31% as compared to the same period in 2019, due to the combined effect of (i) the decreased
+ demand of our licorice and TCMD products, (ii) substantive drop in oxytetracycline products prices in April and May 2020,
+ and (iii) our strategic decision to suspend the sales of heparin products. Due to governmental mandates during the COVID-19
+ outbreak, the general Chinese population was encouraged to receive examinations and treatments in hospitals instead of resorting
+ to over the counter medicines, which include our licorice and TCMD products. Further, the substantive decrease in market price
+ of our oxytetracycline products was caused by border controls and closures in foreign countries, which resulted in general
+ excess supplies of oxytetracycline products. In addition, we strategically suspended the sales of heparin products because
+ of a significant increase in the price of pig small intestine and we predicted that we would incur loss from selling heparin
+ products. We decided to put our sales of heparin products on hold starting in the quarter ended June 30, 2020 until the market
+ price rebounded. In the quarter ended September 30, 2020, we resumed selling heparin products. 
+
+ 
+
+ 5
+
+ 
+
+ 
+
+ 
+
+Considering the global development of
+the COVID-19 outbreak and the changes in market conditions that followed, we expect the following to occur for the fiscal year
+ended September 30,2020:
+
+ 
+
+ 
+ 
+ For the year ended September 30, 2020,
+ our net revenue is estimated to increase by 5% to 8% compared to the year ended September 30, 2019, due to the increase in
+ net revenue in the first six months ended March 31, 2020 and rebounding market conditions in the quarter ended September 30,
+ 2020.
+
+ 
+ 
+ The COVID-19 outbreak has increased the
+ cost of raw materials for our oxytetracycline, licorice and TCMD products. In addition to the COVID-19 impact, soy bean prices
+ has increased due to the Trade friction between China and US. We expect our cost of production to increase.
+
+ 
+ 
+ We expect our account receivable collections
+ to slow down due to the Company s recent extended credit policy, which excludes our customers for oxytetracycline products.
+ We have extended credit terms for certain customers with scrutiny. We expect our account receivable turnover rate to be lower
+ compared to that of the pre-outbreak period. The Company does not expect significant bad debt increase for our fiscal quarter
+ ended September 30, 2020 due to the Company s credit scrutiny policy and careful credit monitoring procedures.
+
+ 
+ 
+ The Company will continue funding its capital
+ requirements primarily by cash flow from operations, bank loans, and equity contribution from shareholders.
+
+ 
+
+Products
+
+ 
+
+ Our
+ licorice products include Gan Di Xin , Qilian Shan Licorice Extract,
+ and Qilian Shan Licorice Liquid Extract. Our Gan Di Xin is an innovative antitussive
+ and expectorant medicine made from raw licorice materials. Our Qilian Shan Licorice
+ Extract is a primary ingredient for pharmaceutical companies to manufacture traditional
+ licorice tablets. Our Qilian Shan Licorice Liquid Extract is the primary ingredient
+ for medical preparation companies to produce compound licorice oral solutions.
+
+ Our
+ oxytetracycline products include Qilian Shan Oxytetracycline Tablets and Qilian
+ Shan Oxytetracycline Active Pharmaceutical Ingredients ("API"). Our
+ Qilian Shan Oxytetracycline Tablets are used to prevent and treat a wide range of
+ diseases in chickens, turkeys, cattle, swine, and human. Our Qilian Shan Oxytetracycline
+ APIs are used by pharmaceutical companies in the manufacturing of medications that use
+ oxytetracycline as an active ingredient.
+
+ Our
+ TCMD product includes Ahan antibacterial paste, which is made from a mixture of
+ 11 traditional Chinese herbal ingredients. It is used to treat refractory chronic skin
+ diseases.
+
+ Our
+ heparin product includes Heparin Sodium Preparations. It is a primary ingredient for
+ pharmaceutical companies to produce medications used in treating cardiovascular diseases,
+ cerebrovascular diseases, and hemodialysis.
+
+ Our
+ sausage casings include Zhu Xiaochang Sausage Casings, which are all-natural
+ food products used for culinary purposes.
+
+ Our
+ fertilizer products include Xiongguan Organic Fertilizer and Xiongguan 
+ Organic-Inorganic Compound Fertilizer. Our Xiongguan Organic Fertilizer
+ is designed to improve crop yield, increase soil s chemical properties, and reduce
+ soil compaction. Our Xiongguan Organic-Inorganic Compound Fertilizer
+ is made from both organic materials and traditional chemical fertilizer and is designed
+ to increased plant growth.
+
+ 
+
+Our
+Competitive Advantages
+
+ 
+
+We
+believe our principal competitive strengths are as follows:
+
+ 
+
+Recognized Brand
+Name
+
+ 
+
+With
+over 50 years of history, "Qilian Shan ( )" is a well-known medical and chemical industrial
+brand in China. We have received many awards from government agencies such as the Gansu Province "Specialized New Technology"
+Enterprise Status granted by Gansu Provincial Industry and Information Technology Commission in November 2017. Please see "Business—Honors,
+Awards, and Qualifications" for more detailed information regarding the awards we have received in the past years and selective
+criteria for each award. In addition, our TCMD products have been available in hospitals and drug stores for years and have received
+positive feedback from our customers over time. Our fertilizer products have been well received in China for years with individual
+farmers as well as farm owners. In addition, as Chinese consumers are becoming better informed and more aware of the environmental
+impact of consumer products, we have actively cultivated a positive sustainability brand image through our operating subsidiary
+Qiming which uses oxytetracycline waste materials to produce fertilizer, saving resources, protecting our environment and promoting
+the sustainable development of the fertilizer industry.
+
+ 
+
+ 6
+
+ 
+
+ 
+
+ 
+
+Unique Geographical Location
+And Beneficial National Policy
+
+ 
+
+Gansu GLS, our operating subsidiary, enjoys
+unique business and policy advantages as a result of the Belt and Road Initiative, which is a Chinese government s international
+infrastructure development and investment strategy that has a particular focus on Western China. Such advantages include exemptions
+for land transaction fees, exemptions for newly added construction land users fees, exemptions for enterprise income tax,
+and priorities in using certain public lands. In addition, our PRC operating entities, in general, enjoy high quality, low cost,
+and abundant local resources due to their locations in remote Western China, which enables them to allocate more financial resources
+on improving production technologies, advancing research and development, and guaranteeing quality control procedures.
+
+ 
+
+Strong Research And Development
+Capability
+
+ 
+
+We believe that our research and development
+("R&D") capabilities allow us to respond to our customers evolving needs. Our R&D team has demonstrated
+its success in using sophisticated methods and technologies to develop innovative products that we believe give us an edge over
+our major competitors. We have a strong technical team of 70 highly qualified individuals, amongst whom we have 14 individuals
+dedicated to the Company s R&D projects. There are 17 engineers, 2 senior engineer and 18 individuals with bachelor s
+and advanced degrees in our technical team. Our R&D personnel have successfully developed two innovative products, Gan Di
+Xin and Ahan Antibacterial Paste, both of which have been commercialized.
+
+ 
+
+High Production Capacity
+
+ 
+
+Our Company has a maximum annual production
+capacity of 4,000 tons of oxytetracycline APIs, 3 billion oxytetracycline tablets, 1,000 tons of licorice extracts and liquid
+extracts, 5 tons of Heparin Sodium Preparations, 4 million sausage casings and 100,000 tons of fertilizers. We believe that such
+production capacity of antibiotic raw materials gives us an advantage over our competitors in China. In addition, we have the
+largest fermentation and extraction manufacturing units in the country, which we believe offers us a distinctive advantage over
+our competitors.
+
+ 
+
+Experienced And Accomplished
+Leadership Team With a Proven Track Record
+
+ 
+
+We have an experienced management team,
+and most of its members possess more than a decade of pharmaceutical, biomedical, chemical and related industry experience. We
+believe that our leadership team is well-positioned to lead us through development, regulatory approval and commercialization
+of our future products. In addition, our management team has extensive R&D, manufacturing and product commercialization experience
+in the Chinese biomedical and chemical industry.
+
+ 
+
+Our Business Strategies
+
+ 
+
+Our overall strategy is to leverage our
+considerable industry experience, our deep understanding of PRC market and our R&D expertise to capture additional shares
+of the PRC markets. We plan to fulfill increasing medical and agricultural needs in the Chinese market with our Gan Di Xin ,
+Qilian Shan Oxytetracycline API, Xiongguan Organic Fertilizer, and Heparin Sodium Preparation. According
+to the Frost & Sullivan Report, the total output volume of chemical medicines in the PRC is expected to reach 3,797 thousand
+tons in 2024, with a CAGR of approximately 7.4% from 2020, according to the National Bureau of Statistic of China and the Frost
+ & Sullivan Report. The pharmaceutical market in the PRC started to play an increasingly large role in the global market supply,
+particularly in relation to APIs. It is expected that the revenue from the manufacturing of APIs will reach RMB1,074.8 billion
+in 2024, representing a CAGR of approximately 9.9%. According to the Frost & Sullivan Report, the pharmaceutical market in
+the PRC is highly fragmented with more than 4,000 pharmaceutical companies and a total market size of RMB2,614.7 billion in terms
+of sales in 2019. In 2019, the top 20 pharmaceutical companies accounted for over 20% of the total pharmaceutical market in the
+PRC. The market alternatives for Gan Di Xin , Qilian Shan Oxytetracycline API, Xiongguan 
+Organic Fertilizer, and Heparin Sodium Preparation are widely available. In particular, major market participants in the
+oxytetracycline, compound licorice and heparin sodium markets are small and medium companies with no particular market leader
+with significant market share to dominate or influence the market.
+
+ 
+
+Our product-specific business strategy
+is as follows:
+
+ 
+
+Our Business Strategies For Gan
+Di Xin 
+
+ 
+
+We plan to further enhance market awareness
+of the Gan Di Xin brand in the PRC markets. Our Company s Gan Di Xin has been included in
+the National Essential Medicines Category and Gansu Province s Essential Medicines Category, which are pharmaceutical prescription
+guidances for medical institutions in the PRC and Gansu Province. Gan Di Xin has also been enrolled in Gansu Province s
+Class B Medical Insurance Coverage Program, which allows Gan Di Xin to enter insurance-covered pharmacies in Gansu
+Province. Our branding strategy is to conduct a pilot marketing program in Gansu Province, and then reach a larger customer base
+in other provinces with wider insurance coverage product offerings by enrolling Gan Di Xin in the National Medical
+Insurance Coverage Program. The process of enrolling Gan Di Xin in the National Medical Insurance Coverage Program
+is relatively straight forward— we will submit the application materials required by the National Medical Insurance Bureau
+to Jiuquan City Level Insurance Bureau. Once approved, we will then submit the application to the Gansu Provincial Insurance Bureau,
+which will further review our application. With Gansu Provincial Insurance Bureau s approval, we will submit our application
+further to the National Insurance Bureau, which will have the final say on Gan Di Xin s enrollment into
+the National Medical Insurance Coverage Program. We will amend our application materials if any level of the insurance bureau
+has any questions regarding our products and applications. Such enrollment will allow Gan Di Xin to enter medical
+institutions and insurance-covered pharmacies on a national level. The review for such enrollment is still in progress, and we
+cannot guarantee that the enrollment application will be approved.
+
+ 
+
+As of the date of this prospectus, Gan
+Di Xin has been approved to be enrolled into the National Essential Medicines Category (2018 Edition), which was promulgated by
+the PRC National Health Commission and the National Administration of Traditional Chinese Medicine. In addition, we have applied
+with the competent authorities for Gan Di Xin to be included in the National Medical Insurance Coverage Program. As of the date
+of this prospectus, the Administration of Healthcare Security and the Administration of Human Resources and Social Security of
+Gansu Province have filed a request to the National Administration of Healthcare Security and the PRC Ministry of Human Resources
+and Social Security respectively for Gan Di Xin s enrollment. There are no express rules or provisions in China regarding
+the minimum or maximum period required to obtain any approval for the enrollment process. The Company intends to submit all required
+information and handle the application process internally, and therefore does not expect to incur any ongoing expenses with respect
+to such application. In addition, under the Provisional Administration Rules on Drugs for Basic Medical Insurance for Urban Workers,
+there are no administrative or other application expenses required to be paid for the approval process, nor are there any ongoing
+expenses required to maintain the enrollment status.
+
+ 
+
+We believe that our existing production
+capacity for Gan Di Xin will be able to meet our future business objectives and that there is no need to further invest in facility
+and production line expansion. Rather, we intend to invest more on our marketing efforts for Gan Di Xin and we estimate that we
+will spend approximately $118,000 annually on marketing expenses in the near future.
+
+ 
+
+Our Business Strategies For Qilian
+Shan Oxytetracycline API
+
+ 
+
+We plan to increase our oxytetracycline
+API production capabilities and hire more experienced marketing specialists in order to carry out our strategic expansions into
+additional geographical locations in China which we believe would result in us acquiring a bigger share of the Chinese market
+for this product. We are committed to prioritizing investment in our infrastructure capabilities in order to support the strategic
+expansions into additional geographical markets in China. We plan to relocate our current oxytetracycline API production facilities
+and purchase additional state-of-the-art manufacturing facilities to further increase our production capacity. We plan to increase
+our production capacity to 10,000 tons by 2024 and we estimate that our fixed assets investment will be approximately $18 million.
+We will focus on hiring more experienced professionals in our sales, marketing, and production departments to support our continued
+market growth while reducing costs.
+
+ 
+
+ 7
+
+ 
+
+ 
+
+ 
+
+Our Business Strategies For Xiongguan 
+Organic Fertilizer
+
+ 
+
+We believe our current production equipment
+and components are adequate to meet current demand and limited future demand. However, to meet the demand anticipated in 2021
+and beyond, we will need to move to a larger production capacity in order to reap substantial business benefits from a Chinese
+government proposal of "Zero Growth of Chemical Fertilizer and Pesticide Use by 2020". Our plan is to build an organic
+waste treatment facility that will allow us to increase fertilizer production capacity through turning waste into high quality
+production materials. We believe this strategy will reduce the cost of our organic fertilizer production while increasing the
+efficiency of our organic fertilizer production each year. We expect to invest approximately $1.28 million in this project.
+
+ 
+
+Our Business Strategies For Heparin
+Sodium Preparation
+
+ 
+
+We intend to implement two primary strategies
+to expand and grow the production capacity of our Heparin Sodium Preparation: (i) upgrade the production efficiency of our existing
+manufacturing facilities, and (ii) increase the amount of Heparin Sodium Preparation our production lines can produce. While we
+have earned our reputation through the consistent quality of our products, we believe that sustained improvements in the production
+efficiency and increasing production lines are vital to maintaining such reputation and acquire more shares in the Chinese heparin
+sodium markets. We expect to invest approximately $128,000 in implementing these two strategies.
+
+ 
+
+Summary of Risk Factors
+
+ 
+
+Investing in our Ordinary Shares involves
+significant risks. You should carefully consider all of the information in this prospectus before making an investment in our
+Ordinary Shares. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are
+discussed more fully in the section titled "Risk Factors."
+
+ 
+
+Risks Related to our Business
+
+ 
+
+Risks and uncertainties related to our
+business include, but are not limited to, the following:
+
+ 
+
+ 
+ 
+ We face significant competition in industries experiencing
+ rapid technological change, and there is a possibility that our competitors may achieve regulatory approval and develop new
+ product candidates before us, which may harm our financial condition and our ability to successfully market or commercialize
+ any of our product candidates.
+
+ 
+ 
+ 
+
+ 
+ 
+ Our pharmaceutical business is subject to inherent risks relating
+ to product liability and personal injury claims.
+
+ 
+ 
+ 
+
+ 
+ 
+ Our business requires a number of permits and licenses. We cannot
+ assure you that we can maintain all required licenses, permits and certifications to carry on our business at all times.
+
+ 
+ 
+ 
+
+ 
+ 
+ A significant portion of our revenue is concentrated on a few
+ large customers, and we do not have long-term agreements with our key customers and rely upon our longstanding relationship
+ with them. If we lose one or more of our customers, our results of operations may be adversely and materially impacted.
+
+ 
+ 
+ 
+
+ 
+ 
+ We source our raw materials used for manufacturing from a limited
+ number of suppliers. If we lose one or more of the suppliers, our operation may be disrupted, and our results of operations
+ may be adversely and materially impacted.
+
+ 
+ 
+ 
+
+ 
+ 
+ If we fail to increase our brand name recognition, we may face
+ difficulty in obtaining new customers.
+
+ 
+ 
+ 
+
+ 
+ 
+ Any disruption in the supply chain of raw materials and our
+ products could adversely impact our ability to produce and deliver products.
+
+ 
+
+Risks Related to our Corporate Structure
+
+ 
+
+We are also subject to risks and uncertainties
+related to our corporate structure, including, but not limited to, the following:
+
+ 
+
+ 
+ 
+ If the PRC government deems that our contractual
+ arrangements with our VIE do not comply with PRC regulatory restrictions on foreign investment in the relevant industries,
+ or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe
+ penalties or be forced to relinquish our interests in those operations.
+
+ 
+ 
+ 
+
+ 
+ 
+ We rely on contractual arrangements with our variable interest
+ entity and its subsidiaries in China for our business operations, which may not be as effective in providing operational control
+ or enabling us to derive economic benefits as through ownership of controlling equity interests.
+
+ 
+ 
+ 
+
+ 
+ 
+ Contractual arrangements in relation to our variable interest
+ entity may be subject to scrutiny by the PRC tax authorities and they may determine that we or our PRC variable interest entity
+ owe additional taxes, which could negatively affect our results of operations and the value of your investment.
+
+ 
+
+Risks Related to
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/BILL_bill_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/BILL_bill_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a69eb07a233d1d1f55234c3cdd5f8590f81be520
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/BILL_bill_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information presented in greater detail elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should carefully read this prospectus in its entirety before investing in our common stock, including the sections titled Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, and Special Note Regarding Forward-Looking Statements, and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus. Our fiscal year end is June 30, and our fiscal quarters end on September 30, December 31, March 31 and June 30. Our fiscal years ended June 30, 2017, 2018, and 2019 are referred to herein as fiscal 2017, fiscal 2018, and fiscal 2019, respectively. Overview Our mission is to make it simple to connect and do business. We are champions of small and midsize businesses (SMBs). We are a leading provider of cloud-based software that simplifies, digitizes, and automates complex back-office financial operations for SMBs. By transforming how SMBs manage their cash inflows and outflows, we create efficiencies and free our customers to run their businesses. Our purpose-built, artificial-intelligence (AI)-enabled financial software platform creates seamless connections between our customers, their suppliers, and their clients. Customers use our platform to generate and process invoices, streamline approvals, send and receive payments, sync with their accounting system, and manage their cash. We have built sophisticated integrations with popular accounting software solutions, banks, and payment processors, enabling our customers to access these mission-critical services through a single connection. As a result, we are central to an SMB s accounts payable and accounts receivable operations. We Make Paper-based Manual Transaction Processing Obsolete We believe we have a significant opportunity to help millions of SMBs improve their financial operations. Most SMBs are still dependent on manual accounts payable and accounts receivable processes: mailing invoices, printing paper checks, waiting for payments, and storing paper in filing cabinets. According to the SMB Technology Adoption Index, in 2016 over 90% of SMBs surveyed still relied on paper checks to make and accept business-to-business payments. Manual processes are time-consuming, inefficient, and costly. A survey of back-office employees by Levvel Research points to process issues, such as long approval cycles and missing information on invoices, as the leading cause of late payments and missed discounts. Customers who adopt our platform benefit from streamlined back-office processes, as evidenced by our customers electronically exchanging more than 8,000 messages per day, approving more than 2.4 million bills per month, and storing almost 45 million documents per year, collectively, as of June 30, 2019. Today, over 91,000 customers trust our platform to manage their financial workflows and process their payments, which totaled $71 billion for the nine months ended March 31, 2020. As of June 30, 2019, we had over 1.8 million network members. We define network members as our customers plus their suppliers and clients with accounts on our platform. Our network members entrust us with their bank account details, enabling them to connect, invoice, pay, and get paid electronically. Because many of our customers use our platform to manage their end-to-end financial workflows, we have visibility into the entire transaction lifecycle. We leverage this transaction data to provide our Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated June 8, 2020 6,000,000 Shares Common Stock We are selling 3,250,000 shares of our common stock and the selling stockholders identified in this prospectus, which include certain of our executive officers and directors and entities affiliated with our executive officers and directors, are selling 2,750,000 shares of our common stock. We will not receive any of the proceeds from the sale of the shares to be offered by the selling stockholders. Our common stock is listed on the New York Stock Exchange under the symbol BILL. On June 5, 2020, the last reported sale price of our common stock as reported on the New York Stock Exchange was $70.16 per share. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, may elect to comply with certain reduced public company reporting requirements in future reports after the completion of this offering. See the section titled
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/BIOE_bio_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/BIOE_bio_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7d8b4a6ae4ffd04b04d6f4e1202e48b4c0ec246f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/BIOE_bio_prospectus_summary.txt
@@ -0,0 +1,167 @@
+Prospectus Summary and Risk Factors
+ 
+ 
+ 6
+ 
+
+ Cautionary Note Regarding Forward-Looking Statements
+ 
+ 
+ 6
+ 
+
+ Summary of Business
+ 
+ 
+ 6
+ 
+
+ Risk Factors
+ 
+ 
+ 8
+ 
+
+ Risks Related to Our Common Stock
+ 
+ 
+ 16
+ 
+
+ Market for Common Equity and Related Stockholder Matters
+ 
+ 
+ 29
+ 
+
+ Financial Information
+ 
+ 
+ 31
+ 
+
+ Management s Discussion and Analysis of Financial Conditions and Results of Operations
+ 
+ 
+ 31
+ 
+
+ Management
+ 
+ 
+ 40
+ 
+
+ Security Ownership of Certain Beneficial Owners and Management
+ 
+ 
+ 44
+ 
+
+ Use of Proceeds
+ 
+ 
+ 45
+ 
+
+ Selling Stockholder
+ 
+ 
+ 46
+ 
+
+ Plan of Distribution
+ 
+ 
+ 48
+ 
+
+ Description of Securities
+ 
+ 
+ 49
+ 
+
+ Experts
+ 
+ 
+ 50
+ 
+
+ Disclosure of Commission Position on Indemnification for Securities Act Liabilities
+ 
+ 
+ 50
+ 
+
+ Part II Information Not Required in Prospectus
+ 
+ 
+ 51
+ 
+
+ Item 13. Other Expenses of Issuance and Distribution
+ 
+ 
+ 51
+ 
+
+ Item 14. Indemnification of Directors and Officers
+ 
+ 
+ 51
+ 
+
+ Item 15. Recent Sales of Unregistered Securities
+ 
+ 
+ 52
+ 
+
+ Item 16. Exhibits and Financial Statement Schedules
+ 
+ 
+ 53
+ 
+
+ Item 17. Undertakings
+ 
+ 
+ 53
+ 
+
+ Signatures
+ 
+ 
+ 54
+ 
+
+ 
+
+You may only rely on the information contained
+in this Prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This
+Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Common Stock
+offered by this Prospectus. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Common
+Stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this Prospectus nor any sale
+made in connection with this Prospectus shall, under any circumstances, create any implication that there has been no change in
+our affairs since the date of this Prospectus or that the information contained by reference to this Prospectus is correct as of
+any time after its date. 
+
+ 
+
+The information in this prospectus is not
+complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement
+filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and neither
+we nor the selling stockholders are soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
+
+ 
+
+ 
+
+ 5 
+
+ 
+
+ 
+
+BIO ESSENCE CORP.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/BIPC_brookfield_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/BIPC_brookfield_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..58214d38adb63885dcb156c5f0f26d2bfeffbebf
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/BIPC_brookfield_prospectus_summary.txt
@@ -0,0 +1 @@
+Table of Contents Questions Answers About the Special Distribution If I am a holder of units, what do I have to do to participate in the distribution? Nothing. You are not required to pay for the exchangeable shares that you will receive upon the special distribution or tender or surrender your units or take any other action in connection with the special distribution. No vote of the partnership s unitholders will be required for the special distribution. If you own units as of the close of business on the record date, a book-entry account statement reflecting your ownership of the exchangeable shares will be mailed to you, or your brokerage account will be credited for the exchangeable shares, on or about March 31, 2020. Are there risks associated with owning the exchangeable shares or units? Yes, our Business and the ownership of exchangeable shares are subject to both general and specific risks and
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/BIPJ_brookfield_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/BIPJ_brookfield_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..58214d38adb63885dcb156c5f0f26d2bfeffbebf
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/BIPJ_brookfield_prospectus_summary.txt
@@ -0,0 +1 @@
+Table of Contents Questions Answers About the Special Distribution If I am a holder of units, what do I have to do to participate in the distribution? Nothing. You are not required to pay for the exchangeable shares that you will receive upon the special distribution or tender or surrender your units or take any other action in connection with the special distribution. No vote of the partnership s unitholders will be required for the special distribution. If you own units as of the close of business on the record date, a book-entry account statement reflecting your ownership of the exchangeable shares will be mailed to you, or your brokerage account will be credited for the exchangeable shares, on or about March 31, 2020. Are there risks associated with owning the exchangeable shares or units? Yes, our Business and the ownership of exchangeable shares are subject to both general and specific risks and
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/BLRX_biolinerx_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/BLRX_biolinerx_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3f31b5b7d467bc85a71fcf76ea5c8935faa6374e
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/BLRX_biolinerx_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in, or incorporated by reference into this prospectus that we consider important. This summary does not contain all of the information you should consider before investing in our securities. You should read this summary together with the entire prospectus and the information incorporated by reference herein, including the risks related to our main therapeutic candidates, BL-8040 and AGI-134, our therapeutic product, BL-5010, our business, our industry, investing in the ADSs or our ordinary shares and our location in Israel, that we describe under Risk Factors, and our consolidated financial statements and the related notes, which are incorporated by reference herein and therein, before making an investment in our securities. Overview We are a clinical-stage biopharmaceutical development company with a strategic focus on oncology. Our current development and commercialization pipeline consists of two clinical-stage therapeutic candidates - motixafortide (BL-8040), a novel peptide for the treatment of solid tumors, hematological malignancies and stem cell mobilization, and AGI-134, an immuno-oncology agent in development for solid tumors. In addition, we have an off-strategy, legacy therapeutic product called BL-5010 for the treatment of skin lesions. We have generated our pipeline by systematically identifying, rigorously validating and in-licensing therapeutic candidates that we believe exhibit a high probability of therapeutic and commercial success. To date, except for BL-5010, none of our therapeutic candidates have been approved for marketing or sold commercially. Our strategy includes commercializing our therapeutic candidates through out-licensing arrangements with biotechnology and pharmaceutical companies and evaluating, on a case-by-case basis, the commercialization of our therapeutic candidates independently. In January 2016, we entered into a collaboration with MSD (a tradename of Merck & Co., Inc., Kenilworth, New Jersey) in the field of cancer immunotherapy, in the framework of which we are carrying out a clinical trial in pancreatic cancer. Our Strategy Our objective is to become a leader in the development of novel therapeutics for the treatment of cancer. We have successfully advanced a number of therapeutic candidates into clinical development. We intend to commercialize our two clinical candidates, motixafortide and AGI-134, and any future candidates through out-licensing or co-development arrangements with third parties that may perform any or all of the following tasks: completing development, securing regulatory approvals, securing reimbursement codes from insurance companies and health maintenance organizations, manufacturing and/or marketing. If appropriate, we may also enter into co-development and similar arrangements with respect to any therapeutic candidate with third parties or commercialize a therapeutic candidate ourselves. May 2020 Financing On May 28, 2020, we sold to certain institutional investors an aggregate of 5,142,859 ADSs in a registered direct offering at $1.75 per ADS, resulting in gross proceeds of approximately $9.0 million. In addition, we issued to the investors unregistered warrants to purchase up to an aggregate of 5,142,859 ADSs in a private placement. The warrants are immediately exercisable and will expire two and one-half years from issuance at an exercise price of $2.25 per ADS, subject to adjustment as set forth therein. The warrants may be exercised on a cashless basis if on or following three months after issuance there is no effective registration statement registering the ADSs underlying the warrants. We paid an aggregate of $630,000 in placement agent fees plus certain expenses and issued unregistered placement agent warrants to purchase up to an aggregate of 257,143 ADS on substantially the same terms as the warrants, except they have an exercise price of $2.1875 per ADS. In connection with the May 2020 financing, the selling shareholders named in this prospectus may offer and sell up to an aggregate of 81,000,030 ordinary shares represented by 5,400,002 ADSs issuable upon exercise of these warrants. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) Amount to be Registered (2) Proposed Maximum Offering Price per Security (3) Proposed Maximum Aggregate Offering Price (3) Amount of Registration Fee Ordinary shares, par value NIS 0.1 per share, underlying Warrants to Purchase American Depositary Shares (4) 120,537,030 $ 0.114 $ 13,741,221.42 $ 1,783.62 Total 120,537,030 $ 0.114 $ 13,741,221.42 $ 1,783.62 (1) American Depositary Shares, or ADSs, issuable upon deposit of the ordinary shares registered hereby have been registered pursuant to a separate registration statement on Form F-6 (File No. 333-175360). Each American Depositary Share represents 15 ordinary shares. (2) This registration statement also includes an indeterminate number of shares underlying the ADSs that may become offered, issuable or sold to prevent dilution resulting from stock splits, stock dividends and similar transactions, which are included pursuant to Rule 416 under the Securities Act of 1933, as amended. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as amended, based on the average of the equivalent high and low sales prices of the ADSs on the Nasdaq Capital Market on June 24, 2020, divided by 15 (to give effect to the 1:15 ratio of ADSs to ordinary shares). (4) Consists of (1) (i) 77,142,885 ordinary shares represented by 5,142,859 ADSs issuable upon the exercise of warrants originally issued in a private placement in May 2020, and (ii) 3,857,145 ordinary shares represented by 257,143 ADSs issuable upon the exercise of placement agent warrants issued in connection with the private placement, and (2) (i) 37,654,290 ordinary shares represented by 2,510,286 ADSs issuable upon the exercise of warrants originally issued in a private placement in June 2020, and (ii) 1,882,710 ordinary shares represented by 125,514 ADSs issuable upon the exercise of placement agent warrants issued in connection with the private placement. June 2020 Financing On June 3, 2020, we sold to certain institutional investors an aggregate of 2,510,286 ADSs in a registered direct offering at $1.75 per ADS, resulting in gross proceeds of approximately $4.39 million. In addition, we issued to the investors unregistered warrants to purchase up to an aggregate of 2,510,286 ADSs in a private placement. The warrants are immediately exercisable and will expire two and one-half years from issuance at an exercise price of $2.25 per ADS, subject to adjustment as set forth therein. The warrants may be exercised on a cashless basis if on or following three months after issuance there is no effective registration statement registering the ADSs underlying the warrants. We paid an aggregate of $307,510 in placement agent fees plus certain expenses and issued unregistered placement agent warrants to purchase up to an aggregate of 125,514 ADS on substantially the same terms as the warrants, except they have an exercise price of $2.1875 per ADS. In connection with the June 2020 financing, the selling shareholders named in this prospectus may offer and sell up to an aggregate of 39,537,000 ordinary shares represented by 2,635,800 ADSs issuable upon exercise of these warrants. The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JUNE 26, 2020 120,537,030 Ordinary Shares represented by 8,035,802 American Depositary Shares This prospectus relates to the resale, by the selling shareholders identified in this prospectus, of up to an aggregate of 120,537,030 ordinary shares, par value NIS 0.1 per share of BioLineRx Ltd., represented by 8,035,802 American Depository Shares, or ADSs, consisting of (1) (i) 77,142,885 ordinary shares represented by 5,142,859 ADSs issuable upon the exercise of warrants originally issued in a private placement in May 2020, or the May 2020 Private Placement, and (ii) 3,857,145 ordinary shares represented by 257,143 ADSs issuable upon the exercise of placement agent warrants issued in connection with the May 2020 Private Placement, and (2) (i) 37,654,290 ordinary shares represented by 2,510,286 ADSs issuable upon the exercise of warrants originally issued in a private placement in June 2020, or the June 2020 Private Placement, and (ii) 1,882,710 ordinary shares represented by 125,514 ADSs issuable upon the exercise of placement agent warrants issued in connection with the June 2020 Private Placement. The selling shareholders are identified in the table commencing on page 9. Each ADS represents 15 ordinary shares. No ADSs are being registered hereunder for sale by us. We will not receive any proceeds from the sale of the ADSs by the selling shareholders. All net proceeds from the sale of the ordinary shares represented by ADSs covered by this prospectus will go to the selling shareholders. However, we may receive the proceeds from any exercise of warrants if the selling shareholders do not exercise the warrants on a cashless basis, if and when exercised. See Use of Proceeds. The selling shareholders may sell all or a portion of the ordinary shares represented by ADSs from time to time in market transactions through any market on which our ADSs are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See Plan of Distribution . Our ADSs are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol BLRX . On June 25, 2020, the closing price of our ADSs on the Nasdaq was US$1.72 per ADS. Our ordinary shares also trade on the Tel Aviv Stock Exchange, or TASE, under the symbol BLRX . On June 25, 2020, the last reported sale price of our ordinary shares on the TASE was NIS 0.397 or $0.115 per share (based on the exchange rate reported by the Bank of Israel on the same day). The securities offered in this prospectus involve a high degree of risk. See Risk Factors beginning on page 5 of this prospectus to read about factors you should consider before purchasing any of our securities. Neither the U.S. Securities and Exchange Commission, the Israel Securities Authority nor any state or other foreign securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is June , 2020. The Offering ADSs Offered Up to an aggregate of 120,537,030 ordinary shares, par value NIS 0.1 per share of BioLineRx Ltd., represented by 8,035,802 ADSs, consisting of (1) (i) 77,142,885 ordinary shares represented by 5,142,859 ADSs issuable upon the exercise of warrants originally issued in the May 2020 Private Placement, and (ii) 3,857,145 ordinary shares represented by 257,143 ADSs issuable upon the exercise of placement agent warrants issued in connection with the May 2020 Private Placement, and (2) (i) 37,654,290 ordinary shares represented by 2,510,286 ADSs issuable upon the exercise of warrants originally issued in the June 2020 Private Placement, and (ii) 1,882,710 ordinary shares represented by 125,514 ADSs issuable upon the exercise of placement agent warrants issued in connection with the June 2020 Private Placement. The selling shareholders are identified in the table commencing on page 9. Each ADS represents 15 ordinary shares. Ordinary Shares Outstanding at June 25, 2020 296,478,252 ordinary shares. Use of proceeds We will not receive any proceeds from the sale of the ordinary shares represented by ADSs by the selling shareholders. All net proceeds from the sale of the ordinary shares represented by ADSs covered by this prospectus will go to the selling shareholders. However, we may receive the proceeds from any exercise of warrants and placement agent warrants if the selling shareholders do not exercise the warrants on a cashless basis, if and when exercised. See the section of this prospectus titled Use of Proceeds. Nasdaq Symbol for ADSs BLRX
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/BNR_burning_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/BNR_burning_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/BNR_burning_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/BNTX_biontech_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/BNTX_biontech_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f8ef32eb6632e0639b408ce6fa582ae846a35b98
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/BNTX_biontech_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and in the documents we incorporate by reference herein. This summary does not contain all of the information you should consider before making an investment decision. You should read this entire prospectus carefully, especially the risks of investing in our ordinary shares and ADSs representing our ordinary shares discussed under Risk Factors beginning on page 23 of this prospectus, along with our consolidated financial statements and notes to those consolidated financial statements and the other information incorporated by reference in this prospectus. Overview BioNTech was founded in 2008 on the understanding that every cancer patient s tumor is unique and that in order to effectively address this challenge, we must create individualized treatments for each patient. To realize this vision, we combine decades of groundbreaking research in immunology, cutting-edge therapeutic platforms and a suite of patient profiling and bioinformatic tools to develop immunotherapies for cancer and other diseases. We leverage powerful new therapeutic mechanisms and exploit a diverse array of biological targets to harness the power of each patient s immune system to address the unique molecular signature of each patient s underlying disease. The breadth of our immunotherapy technologies and expertise has also enabled us to develop therapies to address a range of rare and infectious diseases, and we have recently rapidly mobilized these with the aim of addressing the COVID-19 pandemic. We believe we are uniquely positioned to develop and commercialize the next generation of immunotherapies with the potential to significantly improve clinical outcomes for patients and usher in a new era of individualized medicine. Our approach to therapeutic development in oncology is based on the key drivers of cancer heterogeneity. The interaction between cancer and the immune system is shaped by various host, tumor and environmental factors. The complex interplay of these sources of interpatient heterogeneity both affects the course of disease and determines the most appropriate choice of treatment. Table of Contents EXPLANATORY NOTE This registration statement relates to a rights offering extended to our ordinary shareholders and holders of American Depositary Shares, or ADSs, representing our ordinary shares, which we refer to as the Rights Offering. The Rights Offering is part of a Global Offering that will consist of (i) the Rights Offering, and (ii) a firm commitment underwritten offering, or the Underwritten Offering. Under German law, where a company obtains binding, irrevocable agreements from certain existing shareholders not to transfer or exercise rights to be granted in a future rights offering, the company is permitted to attempt to sell the new shares represented by such rights either before or after the rights offering. Based on binding irrevocable agreements not to transfer or exercise rights that we have obtained from certain holders of our ordinary shares, representing 74.83% of our outstanding ordinary shares (including ordinary shares represented by ADSs), we conducted the Underwritten Offering pursuant to a separate registration statement and prospectus prior to the commencement of the Rights Offering registered by this registration statement. The price to public set in the Underwritten Offering is the subscription price for the Rights Offering. Shareholders and ADS holders as of the respective record dates for our ordinary shares and the ADSs representing our ordinary shares who have not agreed to forego exercising their rights will have the opportunity in the Rights Offering to subscribe for up to 1,889,189 new ordinary shares or new ADSs (representing approximately 0.81% of our outstanding ordinary shares) at the subscription price. ADSs purchased in the Underwritten Offering are not entitled to receive rights to subscribe for ordinary shares or ADSs in the Rights Offering. Accordingly, a total of up to 7,389,189 ordinary shares (including new ordinary shares represented by new ADSs) may be sold by us in the Global Offering. Table of Contents TRADEMARKS, SERVICE MARKS AND TRADE NAMES The BioNTech SE logo, FixVac , RiboMab , RiboCytokine , MammaTyper , RECON and NEO-STIM and other trademarks or service marks of BioNTech appearing in this prospectus are the property of the Company. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this prospectus are presented without the and symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies. MARKET AND INDUSTRY DATA This prospectus contains industry, market and competitive position data that are based on industry publications and studies conducted by third parties as well as our own internal estimates and research. These industry publications and third-party studies generally state that the information they contain has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these publications and third-party studies is reliable, we have not independently verified the market and industry data obtained from these third-party sources. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements contained in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described in Risk Factors. These and other factors could cause results to differ materially from those expressed in our forecasts or estimates or those of independent third parties. While we believe our internal research is reliable and the definitions of our market and industry are appropriate, neither such research nor these definitions have been verified by any independent source. Table of Contents Leveraging our expertise in the field of immunology, we and our collaborators have advanced a development pipeline of over 20 product candidates, of which 12 have entered into 13 ongoing clinical trials. Our most advanced programs are focused on oncology, where we have treated over 500 patients across 17 tumor types to date. In our Phase 1 trials, we have observed single-agent antigen-specific immune responses in over 90% of advanced melanoma patients treated with BNT111, our wholly owned lead off-the-shelf immunotherapy product candidate from our FixVac platform. In addition, we have observed single-agent antigen-specific immune responses in patients treated with BNT121, the precursor to RO7198457 (BNT122), our lead individualized neoantigen specific immunotherapy product candidate from our iNeST platform, which we are co-developing with Genentech, Inc., or Genentech. For both product candidates, we have also observed durable reduction in tumor volume, including objective responses, in both the monotherapy and checkpoint-combination settings. We believe our technology and expertise is broadly applicable across a number of therapeutic areas, such as infectious diseases and rare diseases. In April 2020, we initiated a first-in-human clinical trial program for our BNT162 vaccine program to prevent COVID-19, which includes four vaccine candidate variants based on three distinct mRNA formats. We are co-developing BNT162 with Pfizer Inc., or Pfizer, worldwide (ex-China) and with Shanghai Fosun Pharmaceutical (Group) Co., Ltd, or Fosun Pharma, in China. We initiated the BNT162 program Table of Contents Rights Offering for up to 7,505,596 Ordinary Shares Including Ordinary Shares Represented by American Depositary Shares We are offering to our ordinary shareholders rights to subscribe for new ordinary shares and, through The Bank of New York Mellon, our depositary and the ADS Rights Agent, are offering to holders of American Depositary Shares, or ADSs, non-transferable rights to subscribe for new ADSs pursuant to a rights offering, or the Rights Offering. Certain ordinary shareholders have irrevocably agreed not to transfer or exercise their rights to purchase up to an aggregate of 5,616,407 ordinary shares in this offering, and 5,500,000 new ADSs representing our ordinary shares were offered in an underwritten public offering, or the Underwritten Offering, at the same price as the new ordinary shares and new ADSs being offered in this Rights Offering. Accordingly, we expect to issue up to 1,889,189 new ordinary shares in the Rights Offering, including ordinary shares represented by ADSs. Each new ADS represents one new ordinary share, no par value per share. The ADSs are listed on the Nasdaq Global Select Market under the symbol BNTX. On July 22, 2020, the last reported sale price of the ADSs on the Nasdaq Global Select Market was $104.12 per ADS. Our ordinary shares are not listed on any national securities market or exchange. Offering to Holders of ADSs Holders of ADSs will receive one ADS right for each ADS owned of record at 5:00 p.m. (New York City time) on July 24, 2020. 31 ADS rights will entitle the holder of such rights to subscribe for and purchase one new ADS at a price of $93.00 per ADS. To subscribe for new ADSs, a holder of ADS rights must pay to The Bank of New York Mellon such subscription price. Fractional ADSs will not be issued. The ADS rights will expire at 12:01 a.m. (New York City time) on August 14, 2020. See Description of the Rights Offering Offering to Holders of ADSs. Offering to Holders of Ordinary Shares Holders of ordinary shares will receive one ordinary share right for each ordinary share owned of record at one minute after 11:59 p.m. (Mainz, Germany time) on July 29, 2020. 31 ordinary share rights will entitle a holder of such rights to subscribe for and purchase one new ordinary share, at a subscription price of 80.32 per new ordinary share, which is the Euro equivalent of the U.S. dollar price per new ADS, translated based on the exchange rate in effect as of July 22, 2020. Alternatively, holders of ordinary shares may instead pay $93.00 per new ordinary share, which is the U.S. dollar price per new ADS. No fractional ordinary shares will be issued. Rights to subscribe for new ordinary shares will expire at one minute after 11:59 p.m. (Mainz, Germany time) on August 14, 2020. See Description of the Rights Offering Offering to Holders of Ordinary Shares. The Global Offering The Rights Offering and the Underwritten Offering are part of a single Global Offering of up to 7,505,596 ordinary shares (including ordinary shares represented by ADSs), as described further in this prospectus. Investing in our ordinary shares and ADSs representing our ordinary shares involves a high degree of risk. See Risk Factors beginning on page 22 of this prospectus. We are an emerging growth company and a foreign private issuer as defined under the U.S. federal securities laws and, as such, are eligible for reduced public company disclosure requirements. See Prospectus Summary Implications of Being an Emerging Growth Company and a Foreign Private Issuer for additional information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Delivery of the ordinary shares and ADSs in the Rights Offering is expected to be made on or about August 27, 2020. Dealer-Managers J.P. Morgan BofA Securities Berenberg Prospectus dated July 23, 2020 Table of Contents in late January 2020 in response to the global COVID-19 pandemic, and initiated human testing following preclinical studies and within approximately three months of initiating the research program. Our ability to rapidly design and test multiple vaccine variants leveraged our deep experience with mRNA vaccines and our prior preclinical work in the infectious disease field. Our immunotherapy product candidates span four distinct drug classes: mRNA Therapeutics. We have developed multiple proprietary formats and formulations of messenger ribonucleic acid, or mRNA, to deliver genetic information to cells, where it is used to express proteins for therapeutic effect. Cell Therapies. We are developing a range of cell therapies, including CAR-T cells, neoantigen-based T cell therapies and TCR therapies, in which the patient s T cells are modified or primed to target cancer-specific antigens. Antibodies. We are developing next-generation antibodies, including bispecifics, that are designed to target immune checkpoints and novel cancer antigens. Small Molecule Immunomodulators. We use small molecules to augment the activity of other drug classes by inducing specific and discrete patterns of immunomodulation. Our Approach In oncology, we are focused on delivering on the promise of individualized immunotherapy for cancer patients. We believe that we can accomplish this by applying the following principles: Harnessing the full potential of the immune system by exploiting multiple drug classes and addressing multiple complementary immune pathways. Broadening the universe of patients benefiting from cancer immunotherapy. Improving the success rate of treatment by developing and engineering highly potent, precise and target-specific drug candidates either as off-the-shelf or individualized immunotherapies. Focusing on curative approaches by addressing interindividual variability and cancer heterogeneity. Similarly, in infectious disease, we are deploying our full suite of technologies and immunotherapeutic understanding to develop mRNA vaccines against emerging infectious diseases, such as COVID-19, in a manner that is designed to be faster and more easily scalable, and with more flexible constructs, than traditional vaccine development. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUS i ABOUT THE GLOBAL OFFERING i PRESENTATION OF FINANCIAL INFORMATION i TRADEMARKS, SERVICE MARKS AND TRADE NAMES ii MARKET AND INDUSTRY DATA ii PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/BOXL_boxlight_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/BOXL_boxlight_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4dc410f07d88a7989ba912b3cd00f104602e0d08
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/BOXL_boxlight_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information about us, this offering and selected information contained elsewhere in or incorporated by reference into this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus and the documents incorporated by reference herein, including our consolidated financial statements and the related notes and the information set forth under the sections titled "Risk Factors" and "Special Note Regarding Forward-Looking Statements". Overview We are an education technology company that develops, sells and services interactive classroom solutions for the global education market. We are seeking to become a world leading innovator and integrator of interactive products and software for schools, as well as for business and government learning spaces. We currently design, produce and distribute interactive technologies including flat panels, projectors, peripherals and accessories to the education market. We also distribute science, technology, engineering and math (or "STEM") products, including our robotics and coding system, 3D printing solution and portable science lab. All of our products are integrated into our classroom software suite that provides tools for whole class learning, assessment and collaboration. We also offer professional development and training resources to educators including customized programs, online certifications and in-person courses. We are a vertically integrated, total solution provider operating in the education sector providing educators with hardware, engineering and manufacturing, software and content development for use in the classroom. We provide comprehensive services to our clients and customers, including installation, training, consulting and maintenance. We seek to provide easy-to-use solutions combining interactive displays with robust software to enhance the educational environment, ease the teacher technology burden, and improve student outcomes. Our goal is to become a single source solution to satisfy the needs of educators around the globe and provide a holistic approach to the modern classroom. Our products are currently sold in approximately 60 countries and our software is available in 33 languages. To date, our solutions have sold into over 850,000 classrooms. We sell our solutions through more than 500 global reseller partners. We believe we offer the most comprehensive and integrated line of interactive display solutions, audio products, peripherals and accessories for schools and enterprises. We also provide key training and professional development to ensure successful implementations with high adoption. Advances in technology and new options for introduction into the classroom have forced school districts to look for solutions that allow teachers and students to bring their own devices into the classroom, provide school districts with information technology departments with the means to access data with or without internet access, handle the demand for video, control cloud and data storage challenges, and allow for distance learning. Our design teams are able to quickly customize systems and configurations to serve the needs of clients so that existing hardware and software platforms can communicate with one another. Our goal is to become a single source solution to satisfy the needs of educators around the globe and provide a holistic approach to the modern classroom. We pride ourselves in providing industry-leading solutions and have received numerous awards: 2019 Tech Edvocate Award Winner– Boxlight s MimioClarity Classroom Audio Distribution System (Best Classroom Audio-Visual App or Tool); 2019 Tech Edvocate Award Finalist– Boxlight s Mimio MyBot Educational Robotic System (Best STEM/STEAM Education App or Tool); 2019 Tech & Learning ISTE Best in Show Award – MimioClarity and Mimio MyBot; 2019 Cool Tool Award WINNER: THE EDTECH AWARDS 2019 – MimioSpace for Hardware for Education; 2019 Cool Tool Finalist Award: THE EDTECH AWARDS 2019 – MimioFrame for New Product or Service; 2019 Cool Tool Finalist Award: THE EDTECH AWARDS 2019 – C3 MicroCloud for Networking, IT, Connectivity, or Access Solution; TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 1 PROSPECTUS SUMMARY 3
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/BSY_bentley_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/BSY_bentley_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/BSY_bentley_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/BWIN_baldwin_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/BWIN_baldwin_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6fd1b31a26ec10bc1fd1e216e073634da63e7929
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/BWIN_baldwin_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/BWMX_betterware_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/BWMX_betterware_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fab1078a475ac8fb74cbd2a89bbcb1957217f770
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/BWMX_betterware_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in our ordinary shares and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in our ordinary shares, you should read the entire prospectus carefully, including "Risk Factors" and the financial statements and related notes included in this prospectus. Overview Company Overview Betterware de M xico, S.A.B. de C.V., formerly Betterware de M xico, S.A.P.I. DE C.V., a Mexican company founded in 1995 ("Betterware," "we" or the "Company"), is a leading direct-to-customer company in Mexico. Betterware is focused on the home organization segment, with a wide product portfolio including home solutions, kitchen and food preservation, technology and mobility, among other categories. Betterware sells its products through nine catalogues published throughout the year (approximately six weeks outstanding each) with an offer of approximately 400 products per catalogue. Betterware constantly innovates introducing approximately 300 products every year, representing 10% – 15% of the products in a catalogue. All of the products are Betterware branded with unique characteristics and manufactured by +200 certified producers in Mexico and China, and then delivered to Betterware s warehouses in Guadalajara, Jalisco where they process and pack the products. Betterware sells its products through a unique two-tier sales model that is comprised of more than 438,000 Distributors and Associates across Mexico, that serve +3 million households every six weeks in +800 communities. The Distributors and Associates are monitored tightly through an in-house developed business intelligence platform that tracks weekly performance and has a detailed mapping system of the country to identify potential areas to penetrate and increase the network. Betterware s business model is tailored to Mexico s unique geographic, demographic and economic dynamics, where communities are small and scattered across the country, with very low retail penetration and difficult to fulfill last mile logistics, middle-income consumers are emerging. Additionally, the business model is resilient to economic downturns given low average sales price to consumers and also because being a Distributor or Associate represents an additional source of income for households. As a result, Betterware s operations are not subject to significant seasonal fluctuations. Betterware has shown long term sustainable double-digit growth rates in revenue and EBITDA and has built a platform that can grow locally and in other regions. The Business Combination The Merger and Company Restructure On October 16, 2018, DD3 Acquisition Corp., a British Virgin Islands company ("DD3"), consummated its initial public offering of 5,000,000 units and on October 23, 2018, the underwriters for DD3 s initial public offering purchased an additional 565,000 units pursuant to the partial exercise of their over-allotment option. The units in DD3 s initial public offering were sold at an offering price of US$10.00 per unit, generating total gross proceeds of US$55,650,000. On August 2, 2019, DD3 entered into a Combination and Stock Purchase Agreement (as amended, the "Combination and Stock Purchase Agreement") with Campalier, S.A. de C.V., a Mexican sociedad an nima de capital variable ("Campalier"), Promotora Forteza, S.A. de C.V., a Mexican sociedad an nima de capital variable ("Forteza"), Strevo, S.A. de C.V., a Mexican sociedad an nima de capital variable ("Strevo", and together with Campalier and Forteza, "Sellers"), Betterware, BLSM Latino Am rica Servicios, S.A. de C.V., a Mexican sociedad an nima de capital variable ("BLSM"), and, solely for the purposes of Article XI therein, DD3 Mex Acquisition Corp, S.A. de C.V., pursuant to which DD3 agreed to merge with and into Betterware (the "Merger") in a Business Combination that resulted in Betterware surviving the Merger and BLSM becoming a wholly-owned subsidiary of Betterware. The information in this preliminary prospectus is not complete and may be changed. The registrant may not sell the securities described herein until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell the securities described herein and it is not soliciting an offer to buy the securities described herein in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED SEPTEMBER 9, 2020 BETTERWARE DE M XICO, S.A.B. DE C.V. 7,226,025 Ordinary Shares 1,671,900 Warrants 250,000 Unit Purchase Option This prospectus relates to the following securities of Betterware de Mexico, S.A.B. de C.V., a Mexican company, formerly Betterware de M xico, S.A.P.I. DE C.V., ("Betterware," "we" or the "Company"): (i) ordinary shares that are issuable upon exercise of our outstanding warrants, and (ii) ordinary shares and warrants which may be offered for sale from time to time by the selling shareholders identified in this prospectus. Accordingly, this prospectus covers the offering of: 5,804,125 ordinary shares, no par value per share, of the Registrant ("ordinary shares"), issuable upon the exercise of 5,804,125 warrants previously registered in connection with the Business Combination (as defined below), 4,230,237 of which are currently outstanding and held by third parties and 1,573,888 of which are currently held by the registrant and may be reissued from time to time after the date hereof. The offering of such warrants and the ordinary shares issuable upon exercise of such warrants was registered on our registration statement on Form F-4 with File No. 333-233982 (the "Prior Registration Statement"). Each warrant is currently exercisable for one ordinary share at a price of US$11.50 per share, which exercise price is payable to us; 1,421,900 ordinary shares issued in connection with the Business Combination registered for resale by the Selling Shareholders; 1,421,900 warrants issued in connection with the Business Combination registered for resale by the Selling Shareholders; Unit purchase options exercisable for 250,000 ordinary shares and warrants to purchase an additional 250,000 ordinary shares registered for resale by the Selling Shareholders; 250,000 ordinary shares issuable upon exercise of the unit purchase options registered for resale by the Selling Shareholders; Warrants to purchase an additional 250,000 ordinary shares issuable upon exercise of the unit purchase options registered for resale by the Selling Shareholders; and 250,000 ordinary shares issuable upon the exercise of the warrants underlying the unit purchase options registered for resale by the Selling Shareholders. We do not know whether the holders of the warrants will exercise any of the warrants. If all of the warrants described in this prospectus are exercised in full, we will issue 5,804,125 ordinary shares and we will receive aggregate net proceeds of approximately US$66,747,438. The Company has recently repurchased 1,540,288 warrants. As of the date of this prospectus, the outstanding number of warrants is 4,263,837. Therefore, if all of the outstanding warrants are exercised in full, we will issue 4,263,837 ordinary shares and we will receive aggregate net proceeds of approximately US$49,034,125. The selling shareholders may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. We will not receive any proceeding from the resale of the securities offered hereby by the selling shareholders. Our ordinary shares, at nor par value, are currently listed on the NASDAQ (as defined below) under the symbol "BWMX" and our warrants, exercisable for one ordinary share, are currently listed on the OTCQX market under the symbol "BWXMF." On September 3, 2020, the closing price for the ordinary shares on the NASDAQ was US$18.69 per ordinary share and on September 3, 2020, the closing price for the warrants on the OTCQX market was US$6.56 per warrant. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision. Investing in our ordinary shares involves risks. See "Risk Factors" beginning on page 13 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities described herein or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Prospectus dated September 9, 2020. As part of the Combination and Stock Purchase Agreement, and prior to the closing of the Merger, DD3 was redomiciled out of the British Virgin Islands and continued as a Mexican corporation pursuant to Section 184 of the Companies Act and Article 2 of the General Corporations Law. Following the execution of the Combination and Stock Purchase Agreement, on February 21, 2020, the Company s shareholders approved, a corporate restructure of the Company (the "Company Restructure") which resulted in, among other things (i) an amendment to the Company s by-laws to allow for the issuance of Series C and Series D non-voting shares, and (ii) a redistribution of the Company s capital stock as follows: (a) fixed portion of the Company s capital stock represented by 3,075,946 Series A ordinary voting shares, and (b) the variable portion of the Company s capital stock represented by (x) 1,961,993, Series B ordinary voting shares, (y) 897,261 Series C ordinary non-voting shares ("Series C Shares"), and (z) 168,734 Series D ordinary non-voting shares ("Series D Shares"). In addition, Strevo transferred one, Series A ordinary voting share of Betterware to Campalier (the "Campalier Share"), which remained subject to that certain Share Pledge Agreement, dated July 28, 2017, entered between Strevo, as pledgor, MCRF P, S.A. de C.V. SOFOM, E.N.R. ("CS"), as pledgee, and Betterware. Immediately after the Company s Restructure and the transfer of the Campalier Share to Campalier, Forteza indirectly owned, through Banco Invex, S.A., Invex Grupo Financiero ("Invex"), as trustee of the irrevocable management and security trust No. 2397 (the "Invex Security Trust"), executed on March 26, 2016, as amended, with CS, as beneficiary, approximately 38.94% of the outstanding common stock of Betterware, and Campalier indirectly owned, through the Invex Security Trust, approximately 61.06% of the outstanding common stock of Betterware. On March 9, 2020, the Invex Security Trust released the Series C Shares and the Series D Shares to Campalier and Forteza, respectively, that were held under the Invex Security Trust. On March 10, 2020, CS, as pledgee, entered into a Termination of the Share Pledge Agreement over the Campalier Share with Campalier, as pledgor, and Betterware. In addition, CS, as beneficiary, Invex, as trustee, and Campalier, as settlor, entered into a Transfer Agreement, where Campalier transferred the Campalier Share to the Invex Security Trust. Upon such transfer to the Invex Security Trust, the Company s shareholders approved (i) the sale of all or a portion of such Company s Series C and Series D shares to DD3 Acquisition Corp., S.A. de C.V. (the "DD3 Acquisition"), (ii) the Merger, (iii) the amendment of the Company s by-laws to become a sociedad an nima promotora de inversion de capital variable, (iv) the increase of the Company s capital stock by MX$94,311,438.00, through the issuance of 2,211,075 ordinary shares, without nominal value, to be subscribed by the shareholders of DD3 Acquisition Corp., S.A. de C.V., and (v) the increase of the Company s capital stock by MX$872,878,500.00 through the issuance of 4,500,000 ordinary treasury shares without nominal value, offered for subscription and payment under the Company s initial public offering in the U.S. to be completed no later than December 31, 2020 and filed with the SEC under our Registration Statement on Form F-1, which became effective on January 22, 2020. For purposes of this prospectus, the Merger, the Company Restructure and all related actions undertaken in connection thereto are referred to as the "Business Combination." Closing of the Business Combination Upon satisfaction of certain conditions and covenants as set forth under the Combination and Stock Purchase Agreement, the Business Combination was consummated and closed on March 13, 2020 (the "Closing"). At Closing, the following actions occurred: (i)DD3 issued to the Sellers as consideration for the purchase of a portion of the Series C and Series D shares and the BLSM shares outstanding as of December 31, 2019, a debt acknowledgement in an amount equal to $15,000,546.00; (ii)all of Betterware shares issued and outstanding immediately prior to the Closing were canceled and, Campalier and Forteza received, directly and indirectly (through the Invex Security Trust), 18,438,770 and 11,761,175, respectively, of Betterware s shares; and (iii)all of DD3 s ordinary shares issued and outstanding immediately prior to the Closing were canceled and exchanged for Betterware shares on a one-for-one basis. Immediately after the Business Combination closed, 2,040,000 shares of the Company offered for subscription and payment under the Company s initial public offering in the U.S. on the Nasdaq Capital Market ("Nasdaq") were subscribed and paid for by different investors. The remaining 2,460,000 ordinary treasury shares were initially cancelled but recently re-issued and hold on the Company s treasury account. As a result of the Business Combination and the subscription and payment of 2,040,000 Betterware s shares in Nasdaq, all of Betterware s shares issued and outstanding were canceled and new shares were issued. As a result, of the Business Combination, Betterware has 34,451,020 issued and outstanding shares, distributed as follows: (i)25,669,956 shares, representing 74.5% of the total capital stock, are held by Invex Security Trust, as trustee and for the benefit of CS, as first place beneficiary thereunder; (ii)1,764,175 shares, representing 5.1% of the total capital stock, are owned by Forteza; (iii)2,765,814 shares, representing 8.0% of the total capital stock, are owned by Campalier; (iv)2,211,075 shares, representing 6.4% of the total capital stock, are owned by former DD3 Shareholders as a result of the cancellation of DD3 s ordinary shares and exchange for Betterware shares on a one-for-one basis; and (v)2,040,000 shares, representing 5.9% of the total capital stock, are owned by the F-1 Investors. Upon consummation of the Merger, Betterware now presents consolidated financial statements, which include its wholly owned subsidiary BLSM. The following diagram depicts the current organizational structure of Betterware after the consummation of the Business Combination: Corporate Information We are a Mexican entity incorporated as a corporation in 1995, and subsequently became a public company upon the consummation of the Business Combination on March 13, 2020. Our registered office is located at Luis Enrique Williams 549, Parque Industrial Belenes Norte, Zapopan, Jalisco, M xico, C.P. 45150. Our principal executive office is located at Luis Enrique Williams 549, Parque Industrial Belenes Norte, Zapopan, Jalisco, M xico, C.P. 45150, Mexico, and our telephone number at this office is +52 (33) 3836-0500. Our principal website address is http://ri.betterware.com.mx/. We do not incorporate the information contained on, or accessible through, our websites into this prospectus, and you should not consider it a part of this prospectus. Our agent for service of process in the United States is Puglisi & Associates located at 850 Library Avenue, Suite 204, Newark, Delaware 19715. As a result of the registration process of our ordinary shares before the Company in the National Securities Registry in Mexico and the listing of those shares with the Bolsa Institucional de Valores, S.A. de C.V. in Mexico (BIVA), on August 17, 2020, the Company changed its corporate name from Betterware de M xico, S.A.P.I. DE C.V. to Betterware de M xico, S.A.B. de C.V. As of the date of this prospectus, the registration and listing process in Mexico are still pending.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CALC_calcimedic_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CALC_calcimedic_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CALC_calcimedic_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CARR_carrier_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CARR_carrier_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CARR_carrier_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CCLDO_carecloud_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CCLDO_carecloud_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CCLDO_carecloud_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CHEK_check-cap_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CHEK_check-cap_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d3e52fdf79bb0d3b602941610b8cdb94f2e674e7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CHEK_check-cap_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained in other parts of this prospectus or incorporated by reference into this prospectus from our filings with the SEC, listed in the section of the prospectus entitled Incorporation of Certain Information by Reference. Because it is only a summary, it does not contain all of the information that you should consider before purchasing our securities in this offering and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere or incorporated by reference into this prospectus. You should read the entire prospectus, the registration statement of which this prospectus is a part, and the information incorporated by reference herein in their entirety, including the Risk Factors and our financial statements and the related notes incorporated by reference into this prospectus, before making an investment decision. Some of the statements in this prospectus and the documents incorporated by reference herein constitute forward-looking statements that involve risks and uncertainties. See information set forth under the section Cautionary Note Regarding Forward-Looking Statements. Our Company We are a clinical stage medical diagnostics company aiming to redefine colorectal cancer, or CRC, prevention through the introduction of C-Scan , the first and only patient-friendly preparation-free test designed to detect polyps before they may transform into cancer. The disruptive capsule-based screening technology aims to increase screening adherence worldwide and enable millions of people to stay healthy. The system utilizes ultra-low-dose X-rays to scan the inner lining of the colon for precancerous polyps and other structural abnormalities. CRC is the third most commonly diagnosed cancer, with more than 1.8 million new cases identified every year globally. Nearly 881,000 deaths occur annually worldwide as a result of CRC. While approximately 0.5% of the average-risk screening population presents cancerous polyps in the colon and rectum at a given time, approximately 25% of the same population presents benign polyps that could potentially turn into cancer over time. It can take up to 10 years before a pre-cancerous polyp develops into invasive cancer. As such, there is a crucial detection window for the prevention of colorectal cancer, through the detection of these benign polyps. While routine screening is recommended by The American Cancer Society for healthy people aged 45 years and older, screening adherence remains low. About 1 in 3 adults among the targeted screening population avoids having a colonoscopy in the U.S., and adherence in other regions of the world such as Europe and Asia are even lower. Unlike other screening modalities that are designed for direct visualization and imaging of the internal colon, such as optical colonoscopy and other capsule-based technologies, C-Scan is designed to function without any laxative preparation, and to transit the gastrointestinal tract by natural motility while the patient continues his or her daily routine. Furthermore, the C-Scan system does not require fasting prior to or during capsule transit. C-Scan is comprised of three main components: (1) C-Scan Cap, a ingestible X-ray scanning capsule; (2) C-Scan Track, three miniaturized patches worn on the patient s back for integrated positioning, control and data recording; and (3) C-Scan View, a proprietary software to process and represent 2D and 3D maps of the inner surface of the colon. We believe that this solution has the potential to become an alternative for both physicians and patients and, to increase the number of people completing CRC screening. Since our formation, we have not generated any revenue. We do not anticipate generating any significant revenue for the foreseeable future and we do not yet have any specific launch dates for our product. We incurred net losses of $13.8 million in 2019, $10.6 million in 2018 and $9.8 million in 2017. As of June 30, 2020, we had an accumulated deficit of $83.5 million and a total shareholders equity of $15.0 million. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID-19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread globally, including to Israel and the United States. In March 2020, the World Health Organization declared COVID-19 a pandemic and recommended containment and mitigation measures worldwide. Accordingly, many countries around the world, including Israel, have implemented significant governmental measures to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct of business. As a consequence, we have experienced temporary disruptions to our operations and we temporarily suspended our clinical studies. Further, in accordance with the directive of the Israel Ministry of Health, during the first wave of the COVID-19 pandemic in Israel, the majority of our employees worked remotely while a select few continued to work from our headquarters Also, we temporarily suspended interactions between hospitals and healthcare professionals and its employees and clinical trial patients. In addition, to manage this crisis, we implemented several cost reduction measures, including a temporary 15% reduction in salaries for all employees and management and the fees of the members of our board of directors and lowered monthly expenditures by temporarily placing a number of operational employees on unpaid leave. As a result of lowered infection rates in Israel in June 2020, which resulted in the lifting of many government restrictions to control the spread of the virus as well as our improved financial position following our financings in April and May 2020, we resumed near normal operations and restored salaries to their original levels. However, during July 2020, infection rates in Israel began to significantly increase and the country is in the midst of a second wave . Consequently, we have implemented several measures according to the Israel Ministry of Health s guidelines, including remote working whenever possible, physical separation between employees and daily employee health monitoring. It is still too early to assess the full impact of the coronavirus outbreak, but coronavirus is affecting our ability to initiate our planned pivotal study and commence pilot sales in Israel and Europe in our original timeframe. The extent to which the COVID-19 pandemic shall impact our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, the impact on the global economy, the impact of a second and third wave of COVID-19 and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of the coronavirus globally, could materially adversely impact our operations and workforce, including our research and clinical trials and our ability to continue raise capital, could affect the operations of key governmental agencies, such as the FDA, which may delay our development plans, and could result in the inability of our suppliers to deliver components or raw materials on a timely basis or at all, each of which in turn could have a material adverse impact on our business, financial condition and results of operation. Corporate Information We are incorporated in Israel. Our principal executive offices are located at Check-Cap Building, 29 Abba Hushi Avenue, P.O. Box 1271, Isfiya, 3009000, Israel. Our telephone number is +972-4-8303400 and our website is located at www.check-cap.com (the information contained therein or linked thereto shall not be considered incorporated by reference in this prospectus). Our U.S. agent in connection with this offering is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711. April 2020 Financing On April 22, 2020, we sold to certain institutional investors an aggregate of 6,666,669 ordinary shares in a registered direct offering at a purchase price of $0.60 per share, resulting in gross proceeds of approximately $4,000,000. In addition, we issued to the investors unregistered warrants to purchase up to an aggregate of 6,666,669 ordinary shares in a concurrent private placement. The warrants are immediately exercisable and will expire five and one-half years from the issuance date at an exercise price of $0.80 per ordinary share, subject to adjustment as set forth therein. The warrants may be exercised on a cashless basis if at the time of exercise thereof, there is no effective registration statement registering the ordinary shares underlying the warrants. We paid an aggregate of $280,000 in placement agent fees, a management fee equal to 1.0% of the gross proceeds raised in the offering, a non-accountable expense allowance of $65,000 and clearing expenses of $12,900. We also issued unregistered placement agent warrants to purchase up to an aggregate of 466,667 ordinary shares on the same terms as the warrants issued to the investors in the private placement, except they have a term of five years and an exercise price of $0.75 per share. In connection with the April 2020 financing, the selling shareholders named in this prospectus may offer and sell up to an aggregate of 1,300,000 ordinary shares issuable upon exercise of these warrants. First May 2020 Financing On May 4, 2020, we sold to certain institutional investors an aggregate of 7,500,001 ordinary shares in a registered direct offering at a purchase price of $0.60 per share, resulting in gross proceeds of approximately $4,500,000. In addition, we issued to the investors unregistered warrants to purchase up to an aggregate of 7,500,001 ordinary shares in a concurrent private placement. The warrants are immediately exercisable and will expire five and one-half years from the issuance date at an exercise price of $0.80 per ordinary share, subject to adjustment as set forth therein. The warrants may be exercised on a cashless basis if at the time of exercise thereof, there is no effective registration statement registering the ordinary shares underlying the warrants. We paid an aggregate of $315,000 in placement agent fees, a management fee equal to 1.0% of the gross proceeds raised in the offering, a non-accountable expense allowance of $65,000 and clearing expenses of $12,900. We also issued unregistered placement agent warrants to purchase up to an aggregate of 525,000 ordinary shares on the same terms as the warrants issued to the investors in the private placement, except they have a term of five years and an exercise price of $0.75 per share. In connection with the First May 2020 financing, the selling shareholders named in this prospectus may offer and sell up to an aggregate of 2,191,667 ordinary shares issuable upon exercise of these warrants. The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED SEPTEMBER 4, 2020 25,897,198 Ordinary Shares This prospectus relates to the resale, by the selling shareholders identified in this prospectus, of up to an aggregate of 25,897,198 ordinary shares, par value NIS 2.40 per share of Check-Cap Ltd., consisting of (1) 20,388,864 ordinary shares consisting of (i) 19,265,068 ordinary shares issuable upon the exercise of warrants originally issued in a private placement on July 27, 2020, or the July 2020 Private Placement and (ii) 1,123,796 ordinary shares issuable upon the exercise of placement agent warrants issued in the July 2020 Private Placement, and (2) 5,508,334 ordinary shares previously registered in a Registration Statement on Form F-1 (File No. 333-238532), consisting of (i) 833,333 ordinary shares issuable upon the exercise of warrants originally issued in a private placement on April 22, 2020, or the April 2020 Private Placement, (ii) 466,667 ordinary shares issuable upon the exercise of placement agent warrants issued in the April 2020 Private Placement, (iii) 1,666,667 ordinary shares issuable upon the exercise of warrants originally issued in a private placement on May 4, 2020, or the First May 2020 Private Placement, (iv) 525,000 ordinary shares issuable upon the exercise of placement agent warrants issued in the First May 2020 Private Placement, (v) 1,666,667 ordinary shares issuable upon the exercise of warrants originally issued in a private placement on May 13, 2020, or the Second May 2020 Private Placement, and (vi) 350,000 ordinary shares issuable upon the exercise of placement agent warrants issued in the Second May 2020 Private Placement. The selling shareholders are identified in the table commencing on page 10. We will not receive any proceeds from the sale of the ordinary shares by the selling shareholders. All net proceeds from the sale of the ordinary shares covered by this prospectus will go to the selling shareholders. However, we may receive the proceeds from any exercise of warrants if the selling shareholders do not exercise the warrants on a cashless basis, if and when exercised. See Use of Proceeds. The selling shareholders may sell all or a portion of the ordinary shares from time to time in market transactions through any market on which our ordinary shares are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. We will bear all of the expenses incurred in connection with the registration of these shares. The selling shareholders will pay any underwriting discounts and selling commissions and/or similar charges incurred in connection with the sale of the shares. See Plan of Distribution . Our ordinary shares are listed on the Nasdaq Capital Market under the symbol CHEK. The last reported sale price of our ordinary shares on September 3, 2020 was $0.347 per share. The securities offered in this prospectus involve a high degree of risk. See Risk Factors beginning on page 6 of this prospectus to read about factors you should consider before purchasing any of our securities. Neither the U.S. Securities and Exchange Commission, the Israel Securities Authority nor any state or other foreign securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is September , 2020. Second May 2020 Financing On May 13, 2020, we sold to certain institutional investors an aggregate of 5,000,000 ordinary shares in a registered direct offering at a purchase price of $0.60 per share, resulting in gross proceeds of $3,000,000. In addition, we issued to the investors unregistered warrants to purchase up to an aggregate of 5,000,000 ordinary shares in a concurrent private placement. The warrants are immediately exercisable and will expire five and one-half years from the issuance date at an exercise price of $0.80 per ordinary share, subject to adjustment as set forth therein. The warrants may be exercised on a cashless basis if at the time of exercise thereof, there is no effective registration statement registering the ordinary shares underlying the warrants. We paid an aggregate of $210,000 in placement agent fees, a management fee equal to 1.0% of the gross proceeds raised in the offering, a non-accountable expense allowance of $32,500 and clearing expenses of $12,900. We also issued unregistered placement agent warrants to purchase up to an aggregate of 350,000 ordinary shares on the same terms as the warrants issued to the investors in the private placement, except they have a term of five years and an exercise price of $0.75 per share. In connection with the Second May 2020 financing, the selling shareholders named in this prospectus may offer and sell up to an aggregate of 2,016,667 ordinary shares issuable upon exercise of these warrants. July 2020 Financing On July 23, 2020, we entered into a warrant exercise agreement, or the Exercise Agreement, with several existing institutional investors who are the holders, or the Holders, of warrants issued in May 2020, April 2020, February 2019 and November 2017, or the Old Warrants, to purchase our ordinary shares, pursuant to which the Holders agreed to exercise in cash their Old Warrants to purchase up to an aggregate of 16,054,223 ordinary shares having exercise prices ranging from $15.00 to $0.80 per share issued by us, at a reduced exercise price of $0.60 per share, resulting in gross proceeds of approximately $9.6 million. Closing occurred on July 27, 2020. Under the Exercise Agreement, we also issued to the Holders new unregistered warrants to purchase up to 19,265,068 ordinary shares, or the Private Placement Warrants. The Private Placement Warrants are immediately exercisable, expire five and one-half years from issuance date and have an exercise price of $0.80 per share, subject to adjustment as set forth therein. The Private Placement Warrants may be exercised on a cashless basis if at the time of exercise thereof, there is no effective registration statement registering the ordinary shares underlying the warrants. We paid an aggregate of $674,277 in placement agent fees a management fee equal to 1.0% of the gross proceeds raised in the offering, a non-accountable expense allowance of $65,000 and clearing expenses of $12,900 and issued unregistered placement agent warrants to purchase up to an aggregate of 1,123,796 ordinary shares on the same terms as the warrants issued to the Holders, except that they have an exercise price of $0.75 per share. In connection with the July 2020 financing, the selling shareholders named in this prospectus may offer and sell up to an aggregate of 20,388,864 ordinary shares. Throughout this prospectus, when we refer to our ordinary shares being registered on behalf of the selling shareholders, we are referring to the ordinary shares that may be issuable upon exercise of warrants. Throughout this prospectus, when we refer to the selling shareholders, we are referring to the selling shareholders named herein and, as applicable, any donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from a selling shareholder as a gift, pledge, or other non-sale related transfer that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part. Recent Developments On June 5, 2020, we announced that we received a notification from the Nasdaq Listing Qualifications that we are not in compliance with the minimum bid price requirement for continued listing set forth in Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share. Further, on April 16, 2020, in response to the COVID-19 pandemic, and the resulting related market conditions, Nasdaq has elected to provide temporary relief from the bid price requirements by tolling compliance through June 30, 2020. As a result of the tolling of the bid price requirements, we have 180 calendar days from July 1, 2020, or until December 28, 2020, to regain compliance with the minimum bid price requirement. We can regain compliance, if at any time during this 180 day period, the closing bid price of our ordinary shares is at least $1 for a minimum of ten consecutive business days, in which case we will be provided with a written confirmation of compliance and the matter will be closed. We may then be eligible for an additional 180 day grace period if we meets the Nasdaq Capital Market's initial listing standards with the exception of the minimum bid price requirement. If we cannot demonstrate compliance by the end of the grace period, the Nasdaq's staff will notify us that our ordinary shares are subject to delisting. TABLE OF CONTENTS About this Prospectus 1 Prospectus Summary 2
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CHUC_charlie-s_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CHUC_charlie-s_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d8b775f0ef655b1ddde1e827a6770b0673be1378
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CHUC_charlie-s_prospectus_summary.txt
@@ -0,0 +1,7172 @@
+Prospectus
+Summary - The Share
+Exchange. 
+
+ 
+
+ 
+The Share Exchange resulted in a change of control of the Company,
+with the Members and Direct Investors owning approximately 85.7% of
+the Company s outstanding voting securities immediately after
+the Share Exchange, and the Company s current stockholders
+beneficially owning approximately 14.3% of the issued and
+outstanding voting securities, which includes the Advisory Shares.
+Following the Share Exchange, Ryan Stump and Brandon Stump, the
+founders of Charlie s and the Company s Chief Executive
+Officer and Chief Operating Officer, respectively, held in excess
+of 50% of the Company s issued and outstanding voting
+securities.
+
+ 
+
+Launch of CBD Products
+
+ 
+
+In
+June 2019, we introduced, through Don Polly, full-spectrum hemp
+extract and CBD isolate wellness products across a variety of
+formats and with different strengths. Our initial launch consisted
+of six vapor, eight tincture and two topical product variations.
+The newly released products were launched under the
+Pachamama brand by way of a licensing agreement between Don
+Polly and Charlie s, entered on April 25, 2019. In the near
+term, we expect to expand the hemp-derived CBD-based products line
+to include additional CBD isolate products and THC-free, broad
+spectrum hemp extract products currently in
+development.
+
+ 
+
+Pachamama 
+CBD products are currently available in the U.S., Mexico, U.K. and
+Switzerland, and we expect to continue expanding both our domestic
+and international distribution efforts.
+
+ 
+
+Filing of Amended and Restated Charter; Automatic Conversion of
+Series B Preferred
+
+ 
+
+On June 28, 2019, we amended and restated our
+Articles of Incorporation (the Amended and Restated
+Charter ) to (i) change
+our corporate name to Charlie s Holdings, Inc. and (ii)
+increase the number of shares authorized as common stock from 7.0
+billion to 50.0 billion shares. The Amended and Restated Charter
+was approved by our Board of Directors and holders of a majority of
+our outstanding voting securities on May 8, 2019, and the Amended
+and Restated Charter was filed with the State of Nevada on June 28,
+2019.
+
+ 
+
+As
+a result of the filing of the Amended and Restated Charter and the
+increase of our authorized common stock to 50.0 billion shares,
+all 1,396,305 outstanding shares of Series B Preferred
+automatically converted into a total of 13,963,047,716 shares of
+common stock in accordance with the Certificate of
+Designations, Preferences and Rights of the Series B Convertible
+Preferred Stock.
+
+ 
+
+Our Products
+
+ 
+
+Charlie s Product Line
+
+ 
+
+Our business efforts consist primarily
+of formulating, marketing and distributing our portfolio
+of branded e-cigarette liquid and other premium vapor products
+for use in nicotine-only e-cigarette and vaping systems, which we
+collectively refer to as the Charlie s Product
+Line or
+ Charlie s
+Products. 
+
+ 
+
+ 
+
+-27-
+
+ 
+
+ 
+
+ 
+
+E-Liquids
+
+ 
+
+E-liquids used to produce vapor in vaping devices
+are sold separately for use in refillable tanks of open system
+vaporizers. Liquids are available in differing nicotine
+concentrations (0 mg, 3 mg and 6 mg per milliliter) to suit user
+preferences. Liquids are available in a variety of flavors,
+including our proprietary blends. Liquid solution consists of
+flavoring and/or nicotine dissolved in one or several hygroscopic
+components, which turns the water in the solution into the
+smoke-like vapor when heated. The most commonly used hygroscopic
+components are propylene glycol ( PG ), vegetable glycerin
+( VG ) or polyethylene glycol 400. VG imparts
+sweetness and produces vapor clouds, while PG produces more
+ throat hit , which simulates the feeling of smoking.
+Our proprietary brands of e-liquids are manufactured by ISO Class 7
+certified manufacturers in the United States, which helps ensure
+their purity and quality.
+
+ 
+
+Charlie s
+e-liquid products are produced under seven brand names
+distinguished by their flavor profiles, packaging art and
+ingredient transparency. All products are packaged in plastic drip
+containers that are typically available in seven sizes ranging from
+10 mil to 100ml, as well as bulk concentrate formats.
+
+ 
+
+ 
+
+Black Label and White
+Label. Charlie s original
+black and white product line launched in 2015. Black Label is
+currently available in five flavors and White Label is currently
+available in four flavors.
+
+ 
+
+ 
+
+CCD3. Launched in 2016, is a sea salt caramel ice
+cream flavor.
+
+ 
+
+ 
+
+Pachamama .
+A line launched in 2016 consisting of eight eclectic mixes of
+natural fruit flavors such as passion fruit raspberry yuzu, blood
+orange banana gooseberry and huckleberry pear
+acai.
+
+ 
+
+ 
+
+Meringue. The third brand launched in 2016, based on
+creative character stories, currently includes three
+flavors.
+
+ 
+
+ 
+
+Campfire .
+Outdoors and Smores flavor inspired by camp
+vibes.
+
+ 
+
+ 
+
+Stumps .
+Line of four flavors inspired by the founders and their families
+broadly released in 2017 across various formats. Currently active
+in select markets.
+
+ 
+
+ 
+
+The Creator of
+Flavor . Two flavors
+broadly released in 2018 across various formats. Currently active
+in select markets.
+
+ 
+
+Nicotine Salt Products
+
+ 
+
+Nicotine salt e-liquids
+( NIC
+salts ) are traditionally
+formulated for use in lower wattage open, semi-open and closed
+system vaporizers and are available in higher nicotine
+concentrations (25mg and 50mg per milliliter) than traditional
+e-liquids. Nicotine salts consist of nicotine dissolved in an acid
+that results in a lower PH level than other e-liquids. This form of
+nicotine has a higher bioavailability resulting in faster blood
+stream absorption and more closely mimics the effects of
+combustible tobacco products. We recently released lower
+concentration, NIC salt versions of certain flavors. These products
+are designed to offer consumers access to the favorable
+characteristics of NIC salts, such as increased flavor presence and
+smoother draw, in a low nicotine concentration format. These
+products can be used with a variety of vaping devices, making them
+appealing to a broader consumer base. We broadly released
+Pachamama Salts, an extension of the Pachamama line,
+in late December 2018 to a select group of key accounts, which now
+includes seven flavors packaged in 10ml, 30ml and 60ml bottles in
+both high and low concentration formats. During the third quarter
+of 2019, we launched NIC salt extensions of the Black, Gold and
+White Label Charlie s Chalk Dust brands and have plans to
+further release additional products in this category as demand
+continues to grow.
+
+ 
+
+Don Polly
+
+ 
+
+Don Polly is a company under common ownership with
+the Company, and was established in April 2019 for the specific
+purpose of developing, marketing and distributing proprietary and
+innovative hemp-derived cannabidiol ( CBD ), non-THC, wellness products. Don
+Polly is owned by two limited liabilities companies, of which one
+is wholly-owned by Brandon Stump, the Company s Chief
+Executive Officer, and the other is wholly-owned by Ryan Stump, the
+Company s Chief Operating Officer. In June 2019,
+Charlie s entered into a Licensing Agreement with Don Polly,
+pursuant to which Charlie's granted Don Polly a limited right and
+license to use certain of Charlie s trademarks, copyrights
+and original artwork, in connection with Don Polly s branded
+CBD products, as well as a Services Agreement pursuant to
+which Charlie s provides certain services to Don
+Polly related to the sales, marketing, brand development of
+Don Polly products.
+
+ 
+
+As a result, the Company and Don Polly launched a
+line of premium vapor, tincture and topical wellness products
+containing hemp-derived CBD in June 2019, which we refer to
+the Don Polly
+Products and
+ Don
+Polly Product Line . Don
+Polly s efforts have been focused on developing and producing
+high quality CBD products made from single-strain-sourced hemp
+extract and high purity CBD isolate crystals. In addition, good
+manufacturing practices and quality control parameters are of the
+utmost importance to the Don Polly Products, which contribute to
+the differentiation of the Don Polly Products in the CBD product
+industry. The Don Polly Products consist of full-spectrum and
+isolate CBD products across three categories including vapor,
+tinctures, and topicals.
+
+ 
+
+ 
+
+-28-
+
+ 
+
+ 
+
+ 
+
+Isolate CBD Products
+
+ 
+
+Our CBD isolate
+products contain a minimum purity of 99% isolate crystals, tested
+by independent, third-party facilities to ensure it is free of
+pesticides and heavy metals. Vape, as a CBD delivery method, has
+grown in popularity due to the high level of bioavailability and
+reported therapeutic responses. In response to demand for CBD
+infused e-liquids from our existing distribution channels, we
+launched a new line of CBD infused vapor products in June 2019. We
+refer to these products as the Don Polly Vape Product Line or
+the Don Polly Isolate
+Products. The Don Polly Vape Product Line is
+currently available in 30ml chubby bottles across three flavors
+(Minty Mango, Grape Berry and Strawberry Watermelon) and two
+strengths (250mg and 500mg). We are continuing to research and
+develop isolate products as both vape line extensions and in other
+product categories.
+
+ 
+
+Full Spectrum CBD Products
+
+ 
+
+Our
+full spectrum hemp extract comes from whole plant extraction which
+retains the plant s natural compounds. This extraction method
+ensures each product preserves the holistic benefits of the plant,
+including minimal amounts of THC (0.3% or less), which allows for
+optimal absorption of the plant s nutrients. While CBD alone
+is a beneficial cannabinoid, full spectrum products provide the
+body access to all the plant s cannabinoids, allowing the end
+user to achieve a wide range of therapeutic benefits. The full
+spectrum products are formulated with single-source and single
+strain hemp extracts. Don Polly believes this sourcing practice
+yields various compounds that work synergistically to heighten the
+effects of the products, making them superior to single-compound
+CBD isolates. In June 2019, we introduced the Pachamama 
+tincture and topical full spectrum products. The tincture offering
+now includes six flavors (the Natural, Green Tea Echinacea, Goji
+Cacao, Kava Kava Valerian, Ylang Ylang Holy Basil and Black Pepper
+Turmeric). available in 30ml bottle sizes and both 750mg and 1750mg
+strengths. Our topical wellness products include the Cooling
+Ointment, available in a one ounce jar and 750mg strength, and the
+Athletic Rub, available in a two ounce jar and 500mg strength. We
+plan on continuing to research, develop, and launch products in
+these categories.
+
+ 
+
+Broad Spectrum CBD Products
+
+ 
+
+In
+addition to isolate and fill spectrum CBD products, we believe
+there is an opportunity to develop broad spectrum hemp-derived CBD
+extracts that provide the same benefits of full spectrum CBD
+products but, through additional processing of hemp-derived
+extracts, eliminate the presence of THC. This category of THC-free,
+broad spectrum products will provide consumers with concerns about
+THC access to the same level of quality and nutrients we value in
+our full spectrum products. We are currently developing certain
+broad spectrum products, which, ultimately, will allow us to launch
+products which match the consumer accessibility of our CBD isolate
+products with the experience and benefits of our full spectrum
+products. In October 2019, we launched our first three broad
+spectrum products including Body Lotion, Icy Muscle Gel and Pain
+Cream.
+
+ 
+
+True Drinks
+ Legacy
+Product -- Bazi 
+
+Prior to the Share Exchange, we marketed and
+distributed products, including AquaBall and Bazi ,
+offering a healthful, natural alternative to high sugar, high
+calorie and nutritionally deficient beverages. A discussed below
+in Management s
+Discussion and Analysis of Financial Condition and Results of
+Operations, we
+ceased producing AquaBall in early 2018. We continue to
+market and sell Bazi , but on a very limited basis and only as
+we sell off existing inventory, as we focus our resources on the
+marketing, distribution and selling of the Charlie s Products
+and the Don Polly Products. Bazi is a liquid nutritional
+drink packed with eight different super fruits, including the
+Chinese jujube and seven other super fruits, plus 12 vitamins.
+Management is currently exploring the value of continuing the
+marketing and sale of Bazi .
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+-29-
+
+ 
+
+ 
+
+Manufacturing and Distribution
+
+ 
+
+Manufacturing
+
+ 
+
+Charlie s
+Product Line. We work closely with
+contract manufacturing partners such as Avail, in the United
+States, Ireland and Scotland to manufacture our products. Our
+e-liquid and NIC salts products are manufactured to meet our
+proprietary formula specifications in facilities that are ISO Class
+7 certified, which helps
+ensure their purity and quality. In 2018, we sourced
+97% of our products from three suppliers in the United States.
+While we have developed long-standing relationships with our
+manufacturing sources and take great care to ensure that they share
+our commitment to quality, we do not have any long-term term
+contracts with these parties for the production of our product
+lines. We maintain redundancies in our supply chain and are aware
+of several alternative sources for our
+products.
+
+ 
+
+Don
+Polly Product Line. Our hemp-derived,
+CBD-based Don Polly Products are manufactured with contract
+manufacturers to meet our formula specifications. While we do not
+have any long-term contracts with these parties, we are
+strengthening our supplier partnerships as well as identifying
+additional supplier and contract manufacturing
+opportunities.
+
+ 
+
+Bazi .
+Bazi had been manufactured by Arizona Packaging and
+Production since 2007. Presently, we are not manufacturing Bazi
+Product, and we have sold all of the existing
+inventory.
+
+ 
+
+Distribution
+
+ 
+
+Charlie s
+Product Line. Once manufactured,
+Charlie s Products are directly distributed throughout the
+United States and in more than 80 countries, primarily the
+United Kingdom, Italy, Spain, Belgium, Australia, Sweden and
+Canada. We
+distribute our products to more than 2,100 specialty retailers
+through direct sales and to distributors and wholesalers both in
+the United States and internationally. Retailers of our
+products include specialty retailers throughout the United States
+and in over 80 other countries. We also distribute our
+products on a very limited basis through convenience stores and gas
+stations. With respect to products that we sell through
+third-party distributors and wholesalers, we typically sell our
+products to these customers for their re-sale. In select markets we
+maintain exclusive arrangements with distributors and, when
+warranted, will memorialize these agreements contractually.
+ 
+
+ 
+
+Don Polly Product
+Line. Although we only launched
+the Don Polly Product Line in June 2019, our Don Polly Products are
+currently distributed to key distribution and large retail accounts
+in the United States, Mexico and Switzerland. Like the
+Charlie s Product Line, we will distribute Don Polly Products
+directly to retailers, as well as through the use of distributors
+and third-party wholesalers.
+
+Online Sales
+
+ 
+
+We now utilize direct-to-consumer sales through a
+newly developed e-commerce platform where we market our products
+and sell branded merchandise through our
+websites www.charlieschalkdust.com and
+www.enjoypachamama.com.
+
+ 
+
+Bazi .
+Our e-commerce platform allows current and future consumers to
+purchase Bazi Energy Shot through http://www.drinkbazi.com. All sales of Bazi 
+Energy Shot are made through our online platform, and, to a lesser
+extent, online marketplaces such as Amazon.
+
+ 
+
+Sales and Marketing
+
+ 
+ 
+
+Charlie s Product
+Line. We have a
+15-person sales team, based in the United States, that promotes our
+Charlie s Products globally. Salespeople seek to form
+long-term 360 collaborative relationships with their
+clients, partnering with them on sell-through efforts, providing
+access to Charlie s marketing and creative teams and advising
+and educating them on the Charlie s Product Line and other
+industry-related issues. Currently, we advertise our products
+primarily through direct customer engagement through social media
+channels, print media, directed Internet marketing, industry
+tradeshows and collaborative events with retail partners.
+Historically, participation at industry-specific tradeshows played
+a large role in our marketing and distribution strategy. However,
+in 2018 we began shifting resources to collaborative events, and,
+instead, our marketing team is now focusing its efforts on
+fostering relationships with key distributors and retailers by
+launching customer-specific marketing campaigns, in-person visits
+to new customer accounts and other forms of direct customer
+engagement. In 2018, approximately 30% of our sales were to
+customers outside of the United States. 
+
+ 
+
+ 
+
+-30-
+
+ 
+
+ 
+
+ 
+
+We
+intend to strategically expand our advertising activities in 2019
+and increase our public relations efforts to gain industry
+awareness as well as editorial coverage for our brands. Some of our
+competitors promote their brands through print media and through
+celebrity endorsements and have substantial resources to devote to
+such efforts. We believe that our and our competitors 
+efforts have helped increase our sales, our product acceptance and
+general industry awareness.
+
+ 
+
+Don Polly Product
+Line. Since the launch of the
+Don Polly products in June 2019, we have employed similar sales and
+marketing efforts used for the Charlie s Product Line, and
+intend to utilize those sales and marketing efforts in the near
+term.
+
+ 
+
+Source and Availability of Raw Materials
+
+ 
+
+Charlie s Product
+Line. Our manufacturing
+partners source the ingredients for our proprietary e-cigarette
+liquids from a variety of sources, in accordance with our
+formulations and quality specifications. We source our proprietary
+e-liquids from multiple ISO Class 7 certified manufacturers in the
+United States, which helps ensure their purity and quality. In an
+effort to maintain consistency across our supply chain, we directly
+purchase certain product packaging and are responsible for managing
+various third-party supplier relationships.
+
+ 
+
+Don Polly Product
+Line. For our full spectrum CBD
+products we currently source the individual components and CBD from
+several suppliers. Each are delivered to our primary manufacturer
+for storage prior to manufacturing. Our primary manufacturer for
+isolate CBD products handles all raw material sourcing
+internally.
+
+ 
+
+Bazi .
+During 2018, we relied significantly
+on one supplier for 100% of our purchases of certain raw materials
+for Bazi . Bazi, Inc. has sourced these raw materials from
+this supplier since 2007, and does not anticipate any issues with
+the supply of these raw materials. Presently, we are not producing
+Bazi product.
+
+ 
+
+Although
+we own the formulas for the Charlie s Products, the Don Polly
+Products and Bazi , we obtain certain components, such as
+packaging, flavors and certain raw materials, from third party
+suppliers. None of the third party suppliers are considered to be
+material to the business on a standalone basis and all are
+components that are readily available from other suppliers on the
+market. However, given the rapid growth of the vaping, e-cigarette
+and CBD industries, there may be fluctuations in the availability
+of certain of the materials we obtain from third-parties due to
+high demand from our competitors. If any given supplier or
+distributor is lost or unavailable in a specific region, and we are
+unable to contract with alternative suppliers or distributors to
+provide the requisite service(s) and product(s), we may be unable
+to fulfill customer orders and our business could be materially
+harmed.
+
+ 
+
+Competition
+
+ 
+
+The
+industries in which we operate are highly competitive.
+
+ 
+
+Charlie s Product Line. Our
+Charlie's Product Line competes in a highly-fragment industry. Some
+identifiable competitors of Charlie's include Naked100, Milkman,
+Humble, and Beard. Other brands such as Juul, Vuse, Group Mark Ten,
+Green Smoke, Blu, Vaporfi, Njoy, Logic, V2, and Apollo all
+participate in a different segment of the electronic cigarette
+market which appeals to current smokers and recently-converted
+electronic cigarette users.
+
+ 
+
+In the e-liquid
+flavor space, new flavor brands emerge daily due to low barriers to
+entry. Companies that produce electronic cigarettes and vaporizers,
+including Vaporfi, Atmos and Njoy, carry their own flavor lines for
+the refillable market. Other brands like Mount Baker Vapor focus on
+wide variety of choice and value, while other brands like
+Charlie s Chalk Dust carve out their identity with branding,
+and more nuanced flavor combinations. The nature of our competitors
+is varied as the market is highly fragmented and the barriers to
+entry into the business are low.
+
+ 
+
+ 
+
+-31-
+
+ 
+
+ 
+
+ 
+
+Part
+of our business strategy focuses on the establishment of
+relationships with distributors and prominent branding focused on
+performance and quality. We are aware that e-cigarette
+competitors in the industry are also seeking to enter into such
+relationships and try to create brand loyalty. In many cases,
+competitors for such relationships may have greater management,
+human, and financial resources than we do for attracting
+distributor relationships. Furthermore, certain of our
+electronic cigarette competitors may have better control
+of their supply and distribution, be, better established, larger
+and better financed than our Company.
+
+ 
+
+We plan to compete
+primarily on the basis of product quality, brand recognition, brand
+loyalty, service, marketing, and advertising. We are subject to
+highly competitive conditions in all aspects of our business. The
+competitive environment and our competitive position can be
+significantly influenced by weak economic conditions, erosion of
+consumer confidence, competitors introduction of low-priced
+products or innovative products, cigarette excise taxes, higher
+absolute prices and larger gaps between price categories, and
+product regulation that diminishes the ability to differentiate
+tobacco products.
+
+ 
+
+We
+also compete against big tobacco ,
+U.S. cigarette manufacturers of both conventional
+tobacco cigarettes and
+electronic cigarettes like Altria Group, Inc., Lorillard,
+Inc. and Reynolds American, Inc. We compete against big tobacco who
+offers not only conventional tobacco cigarettes and
+electronic cigarettes but also smokeless tobacco products
+such as snus (a form of moist ground smokeless
+tobacco that is usually sold in sachet form that resembles small
+tea bags), chewing tobacco and snuff. Big tobacco has nearly
+limitless resources, global distribution networks in place and a
+customer base that is fiercely loyal to their brands. Furthermore,
+we believe that big tobacco will devote more attention and
+resources to developing and offering
+electronic cigarettes as the market for
+electronic cigarettes grows. Because of their
+well-established sales and distribution channels, marketing
+expertise and significant resources, big tobacco may be better
+positioned than small competitors like us to capture a larger share
+of the electronic cigarette market.
+
+ 
+
+Don Polly Product
+Line. The market for CBD-based
+hemp products is rapidly growing and is highly competitive. The
+competition consists of publicly and privately-owned companies,
+which tend to be highly fragmented in terms of both geographic
+market coverage and products offered. With the Company s
+leading brand status, innovation capabilities, existing sales and
+marketing platform, established distribution channels and
+high-quality manufacturing, Management believes the Company is
+well-positioned to capitalize on favorable long-term trends in the
+hemp-based, CBD wellness products segment.
+
+ 
+
+Bazi . Bazi competitors include Steaz ,
+Guayaki Yerba Mate, POM Wonderful , as well as sports and
+energy drinks including Gatorade , Red Bull , 5-Hour
+Energy , RockStar , Monster , Powerade ,
+Accelerade and All Sport . These competitors can use
+their resources and scale to rapidly respond to competitive
+pressures and changes in consumer preferences by introducing new
+products, reducing prices or increasing promotional activities.
+Many of our competitors have longer operating histories and have
+substantially greater financial and other resources than we do.
+They, therefore, have the advantage of established reputations,
+brand names, track records, back office and managerial support
+systems and other advantages that we cannot duplicate in the near
+future, if ever. Moreover, many competitors, by virtue of their
+longevity and capital resources, have established lines of
+distribution to which we do not have access, and are not likely to
+duplicate in the near term, if ever.
+
+ 
+
+Intellectual Property
+
+ 
+
+Patents and Trademarks
+
+ 
+
+Charlie s Product Line
+and Don Polly Product Line. We
+are the registered owner of the federal trademarks for
+CHARLIE S CHALK DUST, PACHAMAMA, STUMPS, AUNT MERINGUE &
+Design, CAMPFIRE & Design, Mr. MERINGUE & Design, and THE
+CREATOR OF FLAVOR & Design. We also maintain registrations in
+several international markets and will work with our international
+distributors to manage intellectual property and trademark
+registrations when necessary. 
+
+ 
+
+We
+plan to continue to expand our brand names and our proprietary
+trademarks and designs worldwide as our business
+grows.
+
+ 
+
+ 
+
+ 
+
+-32-
+
+ 
+
+ 
+
+ 
+
+True Drinks -- Legacy
+Products. We maintain federal
+trademark registration for Bazi . This trademark registration
+is protected for a period of ten years and then is renewable
+thereafter if still in use.
+
+ 
+
+Licensing Agreements
+
+ 
+
+Charlie s Product
+Line. Charlie's
+is currently active in exploring several long-term licensing
+arrangements with several well-known industry participants. The
+goal of such relationships is to acquire additional revenue streams
+as well as to introduce the Charlie s Chalk Dust and
+Pachamama brands to a wider consumer
+base.
+
+ 
+
+Don Polly Product
+Line. On April 25, 2019, the
+Company and Charlie s entered into a License Agreement (the
+ License
+Agreement ) with Don
+Polly. As previously noted, Don Polly is classified as a variable
+interest entity for which the Company is the primary beneficiary,
+and is owned by entities controlled by Brandon Stump and Ryan
+Stump, the Company s Chief Executive Officer and Chief
+Operating Officer, respectively. Pursuant to the License Agreement,
+Charlie s provides Don Polly with a limited right and license
+to use certain of Charlie s intellectual property rights,
+including certain trademarks, copyrights and original artwork, in
+connection with certain of Don Polly s branded CBD products.
+In exchange for such license, Don Polly (i) pays Charlie s
+monthly royalties amounting to 75% of its net profits, (ii) uses
+its best efforts to market, promote and advertise its products,
+(iii) provides Charlie s with most favored nations pricing in
+the event that Charlie s wishes to sell products sold by Don
+Polly, (iv) provide Charlie s with the exclusive right of
+first refusal to purchase Don Polly, including all of its assets
+and liabilities, for a purchase price of $111,618 on or before
+December 31, 2025, and (v) will not license any intellectual
+property from any other source other than Charlie s in
+connection with its design, manufacture, advertisement, promotion
+distribution and sale of CBD infused products within the agreed
+upon territory. The License Agreement will continue in perpetuity
+unless terminated in accordance with its terms.
+
+ 
+
+Concurrently with the execution of the License
+Agreement, Charlie s and Don Polly also entered into a
+Services Agreement (the Services
+Agreement ), pursuant to
+which Charlie s provides certain services to Don Polly,
+including, without limitation, (i) the development and creation of
+Don Polly s sales, marketing, brand development and customer
+service strategies and (ii) performing sales, branding, marketing
+and other business functions at the request of Don Polly.
+Charlie s will perform such services in the capacity of a
+contractor, and all materials and work product created by
+Charlie s in its capacity as such will be the property of Don
+Polly. As consideration for the Services provided by
+Charlie s, Don Polly (i) pays Charlie s 25% of its net
+profits on a quarterly basis, and (ii) reimburse Charlie s
+for all out-of-pocket business expenses that are preapproved in
+writing by Don Polly. The Services Agreement will continue in
+perpetuity unless terminated in accordance with its
+terms.
+
+ 
+
+ True Drinks -- Legacy
+Products. We previously had a
+licensing agreement with Disney (the Disney
+License ), which allowed
+us to feature popular Disney characters on
+AquaBall 
+Naturally Flavored Water, allowing
+AquaBall 
+to stand out among other beverages
+marketed towards children. As discussed in the section entitled
+ Recent
+Developments above, in
+connection with the discontinued production of
+AquaBall , we notified
+Disney of our desire to terminate the Disney License in early
+2018. As a result of our
+decision to discontinue the production of
+AquaBall and terminate
+the Disney License, and considering amounts due, Disney drew from a
+letter of credit funded by Red Beard in the amount of $378,000 on
+or about June 1, 2018. Subsequently, Disney agreed to a settlement
+and release of all claims related to the Disney License in
+consideration for the payment to Disney of
+$42,000.
+
+ 
+
+Government Regulations
+
+ 
+
+Charlie s Product Line
+
+ 
+
+Pursuant to a December 2010, decision, by the U.S.
+Court of Appeals for the District of Columbia Circuit, in Sottera,
+Inc. v. Food & Drug Administration, 627 F.3d 891 (D.C. Cir.
+2010), the FDA is permitted to regulate
+electronic cigarettes as tobacco products 
+under the Family Smoking Prevention and Tobacco Control Act of 2009
+(the Tobacco Control
+Act ).
+
+ 
+
+Under
+this Court decision, the FDA is not permitted to regulate
+electronic cigarettes as drugs or
+ devices or a combination product under
+the Federal Food, Drug and Cosmetic Act unless they are marketed
+for therapeutic purposes.
+
+ 
+
+ 
+
+ 
+
+-33-
+
+ 
+
+ 
+
+The
+Tobacco Control Act also requires establishment, within the
+FDA s new Center for Tobacco Products, of a Tobacco Products
+Scientific Advisory Committee to provide advice, information and
+recommendations with respect to the safety, dependence or health
+issues related to tobacco products.
+
+ 
+
+The FDA had previously indicated that it intended
+to regulate e-cigarettes under the Tobacco Control
+Act through the issuance of Deeming Regulations 
+that would include e-liquid, e-cigarettes, and other vaping
+products (collectively, Deemed Tobacco
+Products ) under
+the Tobacco Control Act and subject to the FDA s
+jurisdiction.
+
+ 
+
+On
+May 10, 2016, the FDA issued the Deeming Regulations 
+which came into effect August 8, 2016. The Deeming Regulations
+amended the definition of tobacco products to include
+e-liquid, e-cigarettes and other vaping products. Deemed Tobacco
+Products include, but are not limited to, e-liquids, atomizers,
+batteries, cartomizers, clearomisers, tank systems, flavors,
+bottles that contain e-liquids and programmable software. Beginning
+August 8, 2016, Deemed Tobacco Products became subject to all FDA
+regulations applicable to cigarettes, cigarette tobacco, and other
+tobacco products which require:
+
+ 
+
+ 
+
+ 
+
+a
+prohibition on sales to those younger than 18 years of age and
+requirements for verification by means of photographic
+identification;
+
+ 
+
+ 
+
+ 
+
+health
+and addictiveness warnings on product packages and in
+advertisements;
+
+ 
+
+ 
+
+ 
+
+a
+ban on vending machine sales unless the vending machines are
+located in a facility where the retailer ensures that individuals
+under 18 years of age are prohibited from entering at any
+time;
+
+ 
+
+ 
+
+ 
+
+registration
+with, and reporting of product and ingredient listings to, the
+FDA;
+
+ 
+
+ 
+
+ 
+
+no
+marketing of new tobacco products prior to FDA review;
+
+ 
+
+ 
+
+ 
+
+no
+direct and implied claims of reduced risk such as "light", "low"
+and "mild" descriptions unless FDA confirms (a) that scientific
+evidence supports the claim and (b) that marketing the product will
+benefit public health;
+
+ 
+
+ 
+
+ 
+
+payment
+of user fees;
+
+ 
+
+ 
+
+ 
+
+ban
+on free samples; and
+
+ 
+
+ 
+
+ 
+
+childproof
+packaging.
+
+ 
+
+In addition, the Deeming Regulations requires any
+Deemed Tobacco Product that was not commercially marketed as of the
+ grandfathering date of February 15, 2007, to obtain
+premarket approval before it can be marketed in the United States.
+Premarket approval could take any of the following three pathways:
+(1) submission of a premarket tobacco product application
+( PMTA ) and receipt of a marketing authorization
+order; (2) submission of a substantial equivalence report and
+receipt of a substantial equivalence order; or (3) submission of a
+request for an exemption from substantial equivalence requirements
+and receipt of an substantial equivalence exemption determination.
+The Company cannot predict if any of the products in the Charlie's
+Product Line, all of which would be considered
+ non-grandfathered , will receive the required
+premarket approval from the FDA if the Company were to undertake
+obtaining premarket approval through any of the available
+pathways.
+
+ 
+
+ 
+
+ 
+
+-34-
+
+ 
+
+ 
+
+ 
+
+Since
+there were virtually no e-liquid, e-cigarettes or other vaping
+products on the market as of February 15, 2007, there is no way to
+utilize the less onerous substantial equivalence or substantial
+equivalence exemption pathways that traditional tobacco corporation
+can utilize. In order to obtain premarket approval, practically all
+e-liquid, e-cigarettes or other vaping products would have to
+follow the PMTA pathway which would cost hundreds of thousands of
+dollars per application. Furthermore, the Deeming Regulations also
+effectively froze the US market on August 8, 2016 since any new
+e-liquid, e-cigarette or other vaping product would be required to
+obtain an FDA marketing authorization though one of the
+aforementioned pathways. Deemed Tobacco Products that were on the
+market prior to August 8, 2016 have been provided with a grace
+period where such products can continue to be marketed until the
+May 12, 2020 PMTA submission deadline. Upon submission of a PMTA,
+such products would be permitted to be sold pending the FDA s
+review of the submitted PMTAs, even if the May 12, 2020 deadline
+has passed.
+
+ 
+
+In a press release dated July 28, 2017, the FDA
+also stated that the FDA plans to issue foundational rules
+to make the product review process more efficient, predictable, and
+transparent for manufacturers, while upholding the agency s
+public health mission. Among other things, the FDA intends to issue
+regulations outlining what information the agency expects to be
+included in PMTAs, Modified Risk Tobacco Product
+( MRTP ) applications and reports to demonstrate
+Substantial Equivalence ( SE ). The FDA also plans to finalize guidance
+on how it intends to review PMTAs for ENDS. The agency also will
+continue efforts to assist industry in complying with federal
+tobacco regulations through online information, meetings, webinars
+and guidance documents .
+
+ 
+
+As the May 2020 PMTA deadline approaches, we are
+preparing to submit up to three PMTAs to the FDA
+to request marketing authorization for
+Charlie s menthol and/or tobacco vaping liquids. As a part of
+these preparations, on November 25, 2019, we entered into
+the Avail Agreement for the manufacturing of vapor products and,
+pursuant to which, Avail will provide certain regulatory analysis,
+strategy and other consulting services in connection with the
+preparation and submission of three PMTAs to the FDA. It is
+anticipated that the compensation to be paid by us to Avail for
+services provided under the Avail Agreement will be approximately
+$4,440,000, which will be paid upon completion of services provided
+as described therein.
+
+ 
+
+We are also evaluating the potential returns
+associated with filing additional PMTAs for other Charlie s
+Products after the May 2020 expiration of the grace period.
+We estimate the cost associated with
+any future PMTA submission to be at least $750,000, which cost may
+vary based on several factors including the selection of contract
+research organizations to assist with the application process, as
+well as variable costs associated with scientific, market
+perception and clinical studies that may be required in connection
+with each PMTA. We plan to evaluate several factors before
+preparing and submitting any PMTA to the FDA, including, but not
+limited to the regulatory environment for our products and the
+availability of capital for the costs associated with each
+submission. No assurances may be given that we will submit any
+PMTAs to the FDA prior to the expiration of the grace period, or
+that any PMTA submitted to the FDA will be
+approved.
+
+ 
+
+In
+addition to federal regulation, state and local governments
+currently legislate and regulate tobacco products, including what
+is considered a tobacco product, how tobacco taxes are calculated
+and collected, to whom tobacco products can be sold and by whom, in
+addition to where tobacco products, specifically cigarettes may be
+smoked and where they may not. Certain municipalities have enacted
+local ordinances which preclude the use of e-liquid, e-cigarettes
+and other vaping products where traditional tobacco burning
+cigarettes cannot be used and certain states have proposed
+legislation that would categorize vaping products as tobacco
+products, equivalent to their tobacco burning counterparts. If
+these bills become laws, vaping products may lose their appeal as
+an alternative to traditional cigarettes, which may have the effect
+of reducing the demand for the products.
+
+ 
+
+The
+Company may be required to discontinue, prohibit or suspend sales
+of its e-liquid products in states that require us to obtain a
+retail tobacco license. If the Company is unable to obtain certain
+licenses, approvals or permits and if the Company is not able to
+obtain the necessary licenses, approvals or permits for financial
+reasons or otherwise and/or any such license, approval or permit is
+determined to be overly burdensome to the Company, then the Company
+may be required to cease sales and distribution of its e-liquid
+products to those states, which would have a material adverse
+effect on the Company s business, results of operations and
+financial condition.
+
+ 
+
+As
+a result of FDA import alert 66-41 (which allows the detention of
+unapproved drugs promoted in the U.S.), U.S. Customs has from time
+to time temporarily and in some instances indefinitely detained
+certain products. If the FDA modifies the import alert from its
+current form which allows U.S. Customs discretion to release the
+products, to a mandatory and definitive hold the Company may no
+longer be able to ensure a supply of raw materials or saleable
+product, which will have material adverse effect on the
+Company s business, results of operations and financial
+condition.
+
+ 
+
+At present, neither the Prevent
+All Cigarette Trafficking Act (which prohibits the use of the U.S. Postal
+Service to mail most tobacco products and which amends the
+Jenkins
+Act, which would require
+individuals and businesses that make interstate sales
+of cigarettes or smokeless tobacco to comply with state
+tax laws) nor the Federal Cigarette Labeling
+and Advertising Act (which
+governs how cigarettes can be advertised and marketed)
+apply to electronic cigarettes. The application of either or both
+of these federal laws to electronic cigarettes would have
+a material adverse effect on our business, results of operations
+and financial condition.
+
+ 
+
+ 
+
+-35-
+
+ 
+
+ 
+
+ 
+
+The tobacco industry expects significant
+regulatory developments to take place over the next few years,
+driven principally by the World Health Organization s
+Framework Convention on Tobacco Control ( FCTC ). The FCTC is the first international
+public health treaty on tobacco, and its objective is to establish
+a global agenda for tobacco regulation with the purpose of reducing
+initiation of tobacco use and encouraging cessation. Regulatory
+initiatives that have been proposed, introduced or enacted
+include:
+
+ 
+
+ 
+
+ 
+
+ 
+
+the
+levying of substantial and increasing tax and duty
+charges;
+
+ 
+
+ 
+
+ 
+
+ 
+
+restrictions
+or bans on advertising, marketing and sponsorship;
+
+ 
+
+ 
+
+ 
+
+ 
+
+the
+display of larger health warnings, graphic health warnings and
+other labeling requirements;
+
+ 
+
+ 
+
+ 
+
+ 
+
+restrictions
+on packaging design, including the use of colors and generic
+packaging;
+
+ 
+
+ 
+
+ 
+
+ 
+
+restrictions
+or bans on the display of tobacco product packaging at the point of
+sale, and restrictions or bans on cigarette vending
+machines;
+
+ 
+
+ 
+
+ 
+
+ 
+
+requirements
+regarding testing, disclosure and performance standards for tar,
+nicotine, carbon monoxide and other smoke constituents
+levels;
+
+ 
+
+ 
+
+ 
+
+ 
+
+requirements
+regarding testing, disclosure and use of tobacco product
+ingredients;
+
+ 
+
+ 
+
+ 
+
+ 
+
+increased
+restrictions on smoking in public and work places and, in some
+instances, in private places and outdoors;
+
+ 
+
+ 
+
+ 
+
+ 
+
+elimination
+of duty free allowances for travelers; and
+
+ 
+
+ 
+
+ 
+
+ 
+
+encouraging
+litigation against tobacco companies.
+
+ 
+
+If
+e-liquid, e-cigarettes or other vaping products are subject to one
+or more significant regulatory initiatives enacted under the FCTC,
+the Company s business, results of operations and financial
+condition could be materially and adversely affected.
+
+ 
+
+European Union
+
+ 
+
+On April 3, 2014, the European Union issued the
+ New
+Tobacco Product Directive and is intended to regulate tobacco
+products , including cigarettes, roll-your-own tobacco,
+cigars and smokeless tobacco, and electronic cigarettes and
+herbal products for smoking , including e-cigarettes,
+e-liquid, refill containers, liquid holding tanks and e-liquid
+bottles sold directly to consumers. The New Tobacco Product
+Directive became effective May 20, 2016.
+
+ 
+
+ 
+
+ 
+
+-36-
+
+ 
+
+ 
+
+The
+New Tobacco Product Directive introduces a number of new regulatory
+requirements for e-cigarettes, e-liquid and other vaping products,
+which includes the following: (i) restricts the amount of nicotine
+that e-cigarettes and e-liquid can contain; (ii) requires
+e-cigarettes, e-liquid and refill containers to be sold in child
+and tamper-proof packaging and nicotine liquids to contain only
+ ingredients of high purity ; (iii) provides that
+e-cigarettes, e-liquid and other vaping products must deliver
+nicotine doses at consistent levels under normal conditions
+of use and come with health warnings, instructions for their
+use, information on addictiveness and toxicity , an
+ingredients list, and information on nicotine content; (iv)
+significantly restricts the advertising and promotion of
+e-cigarettes, e-liquid and other vaping products; and (v) requires
+e-cigarette, e-liquid and other vaping product manufacturers and
+importers to notify EU Member States before placing new products on
+the market and to report annually such to Member States (including
+on their sales volumes, types of users and their
+ preferences ). Failure to make annual reports to
+Member State Competent Authorities or to properly notify prior to a
+substantive change to an existing product or introduction of a new
+product could result in the Company s inability to market or
+sell its products and cause material adverse effect on the
+Company s business, results of operations and financial
+condition.
+
+ 
+
+The
+New Tobacco Product Directive requires Member States to transpose
+into law New Tobacco Product Directive provisions by May 20, 2016.
+An EU directive requires Member States to achieve
+particular results. However, it does not dictate the means by which
+they do so. Its effect depends on how Member States transpose the
+New Tobacco Product Directive into their national laws. Member
+States may decide, for example, to introduce further rules
+affecting e-cigarettes, e-liquid and other vaping products (for
+example, age restrictions) provided that these are compatible with
+the principles of free movement of goods in the Treaty on the
+Functioning of the European Union. The Tobacco Product Directive
+also includes provisions that allow Member States to ban specific
+e-cigarettes, e-liquid and other vaping products or specific types
+of e-cigarettes, e-liquid and other vaping products in certain
+circumstances if there are grounds to believe that they could
+present a serious risk to human health. If at least three Member
+States impose a ban and it is found to be duly justified, the
+European Commission could implement a European Union wide ban.
+Similarly, the New Tobacco Product Directive provides that Member
+States may prohibit a certain category of tobacco, flavoring or
+related products on grounds relating to a specific situation in
+that Member State for public health purposes. Such measures must be
+notified to the European Commission to determine whether they are
+justified.
+
+ 
+
+There
+are also other national laws in Member States regulating
+e-cigarettes, e-liquid and other vaping products. It is not clear
+what impact the new Tobacco Product Directive will have on these
+laws.
+
+ 
+
+Canada
+
+ 
+
+On September 27, 2017, Health Canada released a
+Notice to the Industry that portions of Bill S-5 related to the
+sale of vaping products that are marketed without health or
+therapeutic claims are to be enacted immediately upon Royal Assent.
+In effect, this both legitimizes the sale of vaping products within
+Canada and creates an initial regulatory framework. Health Canada
+has taken the stance that vaping products that are not marketed as
+therapeutic are to be considered consumer products and subject to
+the requirements of the Canada Consumer Product Safety
+Act ( CCPSA ). Under the CCPSA, there is a
+ general prohibition on products that are classified
+as very toxic under the Consumer Chemicals and
+Containers Regulations, 2001 ( CCCR, 2001 ). Health Canada has reviewed the
+toxicity of nicotine containing products and has determined that
+ vaping liquids containing equal to or more than 66 mg/ml
+(6.6%) nicotine meet the classification of "very toxic" under the
+CCCR, 2001 and will be prohibited from import, advertising or sale
+under Section 38 of the CCCR, 2001. None of the Company s
+e-liquid products for sale fall under this classification of
+ very toxic and are therefore able to be marketed for
+sale within Canada. Health Canada has also determined that products
+containing any nicotine that falls below the very
+toxic classification to be regulated as toxic 
+under the CCCR, 2001. This classification requires the use of
+childproof packaging, specific labeling requirements and pictograms
+as outlined in the CCCR, 2001.
+
+ 
+
+At
+present, the Company has made efforts to ensure that its e-liquid
+products that are being marketed in Canada are in full compliance
+with the recommendations of Health Canada and will expect no
+interruption to business upon Royal Ascent of Bill
+S-5.
+
+ 
+
+Health
+Canada had also stated an intent to develop additional regulations
+under the authority of the CCPSA, however, at this time it is
+unclear what those additional regulations may be or how they will
+affect the Company s business. If e-liquid, e-cigarettes or
+other vaping products are subject to one or more significant
+regulatory initiatives enacted under the Bill S-5 or otherwise, the
+Company s business, results of operations and financial
+condition could be materially and adversely affected.
+
+ 
+
+ 
+
+ 
+
+-37-
+
+ 
+
+ 
+
+Currently in Canada, electronic smoking products
+(i.e., electronic products for the vaporization and administration
+of inhaled doses of nicotine including electronic cigarettes,
+cigars, cigarillos and pipes, as well as cartridges of nicotine
+solutions and related products) fall within the scope of
+the Food and Drugs
+Act. All of these products
+require market authorization prior to being imported, advertised or
+sold in Canada. Market authorization is granted by Health Canada
+following successful review of scientific evidence demonstrating
+safety, quality and efficacy with respect to the intended purpose
+of the health product. To date, no electronic smoking product has
+been authorized for sale by Health Canada.
+
+ 
+
+In the absence of evidence establishing otherwise,
+an electronic smoking product delivering nicotine is regulated as a
+ new drug under Division 8, Part C of
+the Food and Drug
+Regulations. In addition, the
+delivery system within an electronic smoking kit that contains
+nicotine must meet the requirements of the Medical Devices
+Regulations. Appropriate
+establishment licenses issued by Health Canada are also needed
+prior to importing, and manufacturing electronic cigarettes.
+Products that are found to pose a risk to health and/or are in
+violation of the Food and Drugs
+Act and related
+regulations may be subject to compliance and enforcement actions in
+accordance with the Health Products and Food Branch
+Inspectorate s Compliance and Enforcement Policy (POL-0001).
+According to Health Canada regulations, it is not permissible to
+import, advertise or sell electronic smoking products without the
+appropriate authorizations, and persons that violate these
+regulations are subject to repercussions from Health Canada,
+including but not limited to, seizure of the
+products.
+
+ 
+
+Since
+no scientific evidence demonstrating safety, quality and efficacy
+with respect to the intended purpose of e-cigarettes, e-liquid or
+other vaping products has been submitted to Health Canada to date,
+there is the possibility that in the future Health Canada may
+modify or retract the current prohibitions currently in place.
+However, there can be no assurance that the Company will be in
+total compliance, remain competitive, or financially able to meet
+future requirements and regulations imposed by Health
+Canada.
+
+ 
+
+To date, Health Canada has not imposed any
+restrictions on e-cigarettes, e-liquid and other vaping products
+that do not contain nicotine. e-cigarettes, e-liquid and other
+vaping products that do not make any health claim and do not
+contain nicotine may legally be sold in Canada. Thus, vendors can
+openly sell nicotine-free e-cigarettes, e-liquid and other vaping
+products. However, there are vape shops operating throughout Canada
+selling e-cigarettes, e-liquid and other vaping products containing
+nicotine without any implications from Health Canada. e-cigarettes,
+e-liquid and other vaping products are subject to standard product
+regulations in Canada, including the Canada Consumer Product Safety
+Act and
+the Consumer Packaging and
+Labelling Act.
+
+ 
+
+At present, neither the Tobacco Act (which regulates the manufacture, sale,
+labelling and promotion of tobacco products) nor
+the Tobacco Products Labelling
+Regulations (Cigarettes
+and Little Cigars) (which governs how cigarettes can be advertised
+and marketed) apply to e-cigarettes, e-liquid and other vaping
+products. The application of these federal laws to e-cigarettes,
+e-liquid and other vaping products would have a material adverse
+effect on the Company s business, results of operations and
+financial condition.
+
+ 
+
+Company s efforts to mitigate risks associated with new and
+evolving regulation.
+
+ 
+
+The
+Company is constantly seeking to stay in compliance with all
+existing and reasonably expected future regulations. The Company,
+through its internal compliance team, market consultants and
+technicians and testing labs hopes to stay in accordance with all
+standards whether set forth in the New Tobacco Products Directive
+or the Deeming Regulations. Making sure that all e-liquid products
+meet and exceed the standards set forth by each market s
+regulatory body is of the highest concern for the Company. Staying
+in compliance with all marketing and packaging directives is
+imperative to maintaining access to the markets. Although these
+processes are costly and time consuming, it is imperative for the
+Company s success that these steps are taken and constantly
+kept up to date. Failure to comply in a timely fashion to any
+particular directive or regulation could have material adverse
+effects on the results of business operations.
+
+ 
+
+ 
+
+ 
+
+-38-
+
+ 
+
+ 
+
+Don Polly Product Line
+
+ 
+
+Don Polly s CBD products are subject to
+various state and federal laws regarding the production and sales
+of hemp-based products. Section 12619 of the Agriculture
+Improvement Act of 2018 ( 2018 Farm
+Bill ) removed
+ hemp, as defined in the Agricultural Marketing Act of
+1946 (the 1946 Agricultural
+Act ), from the
+classification of marijuana, which is generally
+prohibited as a Schedule I drug under the Controlled Substances Act
+of 1970 ( CSA ). Under the 1946 Agricultural Act (as
+amended by the 2018 Farm Bill), the term hemp 
+means the plant Cannabis sativa L. and any part of that
+plant, including the seeds thereof and all derivatives, extracts,
+cannabinoids, isomers, acids, salts, and salts of isomers, whether
+growing or not, with a delta-9 tetrahydrocannabinol concentration
+of not more than 0.3 percent on a dry weight basis. As a
+result of the passage of the 2018 Farm Bill, and since the
+Company believes the Don Polly Products contain parts of the
+cannabis plant with a THC concentration of not more than 0.3
+percent on a dry weight basis, the Company believes that the Don
+Polly Products are not governed by the CSA and, ergo, would not be
+subject to prosecution thereunder because the Company believes the
+Don Polly Products contain hemp within the meaning of
+the 1946 Agricultural Act (as amended by the 2018 Farm Bill)
+and do not contain any marijuana as prohibited under
+the CSA (as amended by the 2018 Farm Bill); provided, however,
+there is a lack of legal protection for hemp-based products that
+contain more than 0.3 percent THC and there is a risk that the
+Company would be subject to prosecution under the CSA in the event
+that its CBD products are found to contain more than 0.3 percent
+THC.
+
+ 
+
+Furthermore, the 1946 Agricultural Act (as amended
+by the 2018 Farm Bill) provides additional regulations
+regarding the production of hemp-based products and there is the
+risk that the Don Polly Products may be found to be in violation of
+these regulations. Specifically, the 1946 Agricultural Act (as
+amended by the 2018 Farm Bill) contains provisions relating to
+the shared state-federal jurisdiction over hemp cultivation and
+production, whereby states and Indian tribes have been delegated
+the broad authority to regulate and limit the production and sale
+of hemp and hemp products within their borders. Under the 1946
+Agricultural Act (as amended by the 2018 Farm Bill), a plan
+under which a State or Indian tribe monitors and regulates the
+production of hemp shall only be required to include (i) a
+practice to maintain relevant information regarding land on which
+hemp is produced in the State or territory of the Indian tribe,
+including a legal description of the land, for a period of not less
+than three calendar years; (ii) a procedure for testing, using
+post-decarboxylation or other similarly reliable methods, delta-9
+tetrahydrocannabinol concentration levels of hemp produced in the
+State or territory of the Indian tribe; (iii) a procedure for the
+effective disposal of (I) plants, whether growing or not,
+that are produced in violation of this subtitle; and (II) products
+derived from those plants; (iv) a procedure to comply with
+enforcement procedures; (v) a procedure for conducting annual
+inspections of, at a minimum, a random sample of hemp producers to
+verify that hemp is not produced in violation of [applicable law];
+(vi) a procedure for submitting the information, as applicable, to
+the Secretary of Agriculture (the Secretary ) not more than 30 days after the date on
+which the information is received; and (vii) a certification that
+the State or Indian tribe has the resources and personnel to carry
+out the practices and procedures described in clauses (i) through
+(vi). Further, a hemp producer in a State or the territory
+of an Indian tribe for which a State or Tribal plan is approved
+shall be determined to have negligently violated the State or
+Tribal plan, including by negligently (i) failing to
+provide a legal description of land on which the producer produces
+hemp; (ii) failing to obtain a license or other required
+authorization from the State department of agriculture or Tribal
+government, as applicable; or (iii) producing Cannabis sativa L.
+with a delta-9 THC concentration of more than 0.3 percent on a dry
+weight basis. A hemp producer that negligently violates a
+State or Tribal plan 3 times in a 5-year period shall be ineligible
+to produce hemp for a period of 5 years beginning on the date of
+the third violation. If the State department of agriculture or
+Tribal government in a State or the territory of an Indian tribe
+for which a State or Tribal plan, as applicable, determines that a
+hemp producer in the State or territory has violated the State or
+Tribal plan with a culpable mental state greater than
+negligence (i) the State department of agriculture or
+Tribal government, as applicable, shall immediately report the hemp
+producer to (I) the Attorney General; and (II) the chief law
+enforcement officer of the State or Indian tribe, as
+applicable. In the case of a State or Indian tribe for which
+a State or Tribal plan is not approved, the production of hemp in
+that State or the territory of that Indian tribe shall be subject
+to a plan established by the Secretary to monitor and regulate that
+production. A plan established by the Secretary under shall
+include (A) a practice to maintain relevant
+information regarding land on which hemp is produced in the State
+or territory of the Indian tribe, including a legal description of
+the land, for a period of not less than 3 calendar years; (B) a
+procedure for testing, using post-decarboxylation or other
+similarly reliable methods, delta-9 tetrahydrocannabinol
+concentration levels of hemp produced in the State or territory of
+the Indian tribe; (C) a procedure for the effective disposal
+of (i) plants, whether growing or not, that are produced in
+violation of [applicable law]; and (ii) products derived from those
+plants; (D) a procedure to comply with the enforcement procedures;
+(E) a procedure for conducting annual inspections of, at a minimum,
+a random sample of hemp producers to verify that hemp is not
+produced in violation of this subtitle; and (F) such other
+practices or procedures as the Secretary considers to be
+appropriate. The Secretary shall also establish a procedure to
+issue licenses to hemp producers. In the case of a State or Indian
+tribe for which a State or Tribal plan is not approved under
+applicable law, it shall be unlawful to produce hemp in that State
+or the territory of that Indian tribe without a license issued by
+the Secretary. A violation of a plan established by the Secretary
+shall be subject to enforcement and the Secretary shall report the
+production of hemp without a license issued by the Secretary to the
+Attorney General. In the event that the Company s CBD
+products are found to be in violation of these regulations, the
+Company may become subject to enforcement action as provided for in
+the 1946 Agricultural Act (as amended by the 2018 Farm Bill)
+and may become subject to prosecution
+thereunder.
+
+ 
+
+ 
+
+ 
+
+-39-
+
+ 
+
+ 
+
+True Drinks -- Legacy Products
+
+ 
+
+Certain
+states and localities prohibit the sale of certain beverages unless
+a deposit or tax is charged for containers. These requirements vary
+by each jurisdiction. Similar legislation has been proposed in
+certain other states and localities, as well as by Congress. We are
+unable to predict whether such legislation will be enacted or what
+impact its enactment would have on our business, financial
+condition or results of operations.
+
+ 
+
+All
+of our facilities in the United States are subject to federal,
+state and local environmental laws and regulations. Although
+compliance with these provisions has not had any material adverse
+effect on our financial or competitive position, compliance with or
+violation of any current or future regulations and legislation
+could require material expenditures or have a material adverse
+effect on our financial results.
+
+ 
+
+Research and Development
+
+ 
+
+ Our
+research and development activities consist of development and
+testing of new flavors, formulations, formats and delivery methods
+for our existing products, as well as development of new products
+for the Charlie s Product Line and the Don Polly Product
+Line.
+
+ 
+
+For
+the years ended December 31, 2017 and 2018, Charlie s
+recorded product development expenses of $116,040 and $95,180,
+respectively.
+
+ 
+
+Employees
+
+ 
+
+We had 57 full-time
+employees across Charlie s Holdings Inc., Charlie s
+Chalk Dust LLC and Don Polly LLC as of January 17,
+2020.
+
+ 
+
+Compliance with Environmental Laws
+
+ 
+
+In
+California, in connection with sales of Bazi , we are required
+to collect redemption values from our retail customers and to remit
+such redemption values to the State of California Department of
+Resources Recycling and Recovery based upon the number of cans and
+bottles of certain carbonated and non-carbonated products sold. In
+certain other states where our products are sold, we are also
+required to collect deposits from our customers and to remit such
+deposits to the respective jurisdictions based upon the number of
+cans and bottles of certain carbonated and non-carbonated products
+sold in such states.
+
+ 
+
+Facilities
+
+ 
+
+We occupy
+approximately 7,200 square feet
+of office located at 1007 Brioso Drive, Costa Mesa, CA 92627 that
+is owned by Brandon Stump, Ryan Stump and Keith Stump, the
+Company s Chief Executive Officer, Chief Operating Officer
+and member of the Company s Board of Directors, respectively.
+The lease has an initial term of five years, expires on August 31,
+2024, and a base rent of $22,940 per month, which rate is subject
+to annual adjustments based on the consumer price index, as may be
+mutually agreed upon by the parties to the lease. We also occupy
+the following spaces:
+
+ 
+
+ 
+
+Approximately 3,306
+square feet of multi-tenant industrial space located at 1701 E.
+Edinger, Suite E13, Santa Ana, CA 92705, used for general office
+and warehouse space. The lease began on April 1, 2018, and for a
+term of three years, with a monthly base lease rate of
+$3,306.
+
+ 
+
+ 
+
+Approximately
+11,100 square feet of industrial space located at 5331 Production
+Drive, Huntington Beach, CA 92649, used for warehousing and
+shipping operations. The lease began on June 1, 2019, and for a
+term of three years, with a monthly base lease rate of
+$12,987.
+
+ 
+
+ 
+
+Certain of Don
+Polly s operations are operated from a 7,366 square foot
+facility in Denver Colorado. The facility offers multi-use space,
+housing both warehouse and administrative functions. The lease
+commenced on April 1, 2019, and for a term of 38 months, with a
+monthly base lease rate of $10,435.
+
+ 
+
+We believe that our
+facilities are sufficient to meet our current needs and that
+suitable additional space will be available as and when
+needed.
+
+ 
+
+Legal
+Proceedings
+
+ 
+
+From time to time,
+claims are made against the Company in the ordinary course of
+business, which could result in litigation. Claims and associated
+litigation are subject to inherent uncertainties, and unfavorable
+outcomes could occur. In the opinion of management, the resolution
+of these matters, if any, will not have a material adverse impact
+on the Company s financial position or results of
+operations. Other than as set forth below, there are no
+additional pending or threatened legal proceedings at this
+time.
+
+ 
+
+Delhaize America
+Supply Chain Services, Inc. v. True Drinks, Inc. On May 8, 2018, Delhaize America
+Supply Chain Services, Inc. ( Delhaize ) filed a complaint
+against the Company in the General Court of Justice Superior Court
+Division located in Wake County, North Carolina alleging breach of
+contract, among other causes of action, related to contracts
+entered into by and between the two parties. Delhaize is seeking in
+excess of $25,000 plus interest, attorney s fees and
+costs. We believe the allegations are unfounded and are
+defending the case vigorously. We believe the probability of
+incurring a material loss to be remote. 
+
+ 
+
+The Irvine
+Company, LLC v. True Drinks, Inc. On September 10,
+2018, The Irvine Company, LLC ( Irvine ) filed a complaint
+against the Company in the Superior Court of Orange County, located
+in Newport Beach, California, alleging breach of contract related
+to the Company s early termination of its lease agreement
+with Irvine in May 2018. Pursuant to the Complaint, Irvine sought
+to recover approximately $74,000 in damages from the Company. In
+November 2018, the Company and Irvine agreed to settle the lawsuit
+for an aggregate of $15,750.
+
+ 
+
+ 
+
+ 
+
+-40-
+
+ 
+
+ 
+
+ MANAGEMENT S
+DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
+OPERATIONS
+
+ 
+
+Overview
+
+ 
+
+Our objective is to become a significant leader in
+the rapidly growing, global e-cigarette segment of the broader
+nicotine related products industry. Through Charlie s, we
+formulate, market and distribute branded e-cigarette liquid for use
+in both open and closed nicotine-only e-cigarette and vaping
+systems. Charlie s products are produced domestically through
+contract manufacturers for sale through select distributors,
+specialty retailers and third-party online resellers throughout the
+United States, as well as more than 80 countries worldwide.
+Charlie s primary international markets include the United
+Kingdom, Italy, Spain, Belgium, Australia, Sweden and Canada. In
+June 2019, we launched distribution, through Don Polly, of certain
+premium vapor, tincture and topical wellness products containing
+hemp-derived cannabidiol ( CBD ) and we currently intend to develop and
+launch additional products containing hemp-derived CBD in the
+future. Prior to the Share Exchange (defined below), our
+primary business was the development, marketing, sale and
+distribution of all-natural, vitamin-enhanced drinks, including
+AquaBall Naturally Flavored Water and Bazi All Natural
+Energy ( Bazi ). We continue to sell limited amounts of
+Bazi, but have ceased all production and sales of AquaBall 
+Naturally Flavored Water.
+
+ 
+
+ Recently
+there have been significant news stories and health alerts related
+to flavored nicotine vaping, leading to some states banning the
+sale of flavored nicotine products and causing the Food and Drug
+Administration ( FDA ) to review its policies on
+controlling the sale of these products. The most recent health
+related concerns seem to indicate that a vitamin E acetate related
+compound may be causing the health issues. On November 8, officials
+at the Centers for Disease Control and Prevention
+( CDC )
+reported a breakthrough in the investigation into the outbreak of
+vaping-related lung injuries. The CDC's principal deputy director, Dr.
+Anne Schuchat, stated that "vitamin E acetate is a known additive
+used to dilute liquid in e-cigarettes or vaping products that
+contain THC, suggesting the possible culprit for the
+series of lung injuries across the U.S. All of Charlie's nicotine-only, e-liquid
+products are tested by third party laboratories which have
+confirmed that none of our products contain any vitamin E acetate
+or Tetrahydrocannabinol
+( THC ).
+
+ 
+
+However,
+these developments have had a negative effect on our sales since
+mid-September 2019 (see further discussion below) and therefore, in
+response to these developments and while government regulators are
+formulating future polices management has adopted the following
+plan of operation.
+
+ 
+
+First, we plan to focus on increasing the sales of
+our CBD related products, including topicals, tinctures and vaping
+liquids. We feel there is a significant upside in the CBD space,
+and we have begun to focus on numerous vertical markets for the
+sale of our isolate, full and broad-spectrum products. These
+vertical markets include the medical and wellness markets. In addition, we have begun
+conversations with various companies and organizations that, if
+successful, will allow us to significantly expand our marketing and
+distribution reach.
+
+ 
+
+Secondly,
+we see a significant opportunity for sales growth in international
+markets for nicotine e-liquids. Presently 25% of our e-liquid
+product sales come from the international market and we are well
+positioned to increase those sales in the countries that we
+presently sell, and in additional overseas markets, as we have
+already built an international distribution platform.
+
+ 
+
+Lastly, we believe
+that nicotine based flavored vaping products will continue to be a
+significant growth opportunity once all the rightful regulatory
+changes have been made, including the FDA s recently
+announced enforcement policy with respect to flavored
+cartridge-based e-cigarettes. Currently, we intend to pursue
+marketing authorization from the FDA for certain of our
+nicotine-based liquids, including, our
+menthol and/or tobacco vaping products. As further described
+under the heading Government Regulation of Charlie s
+Products below, we recently entered into an agreement
+with Avail Vapor, LLC ( Avail ) to assist, in part, with
+certain regulatory analysis and strategy as we prepare to submit
+three premarket tobacco application ( PMTA ) to the FDA on or before
+the May 2020 deadline. We expect the cost associated with the
+preparation and submission of these PMTAs will be approximately
+$4.4 million. In addition, we are evaluating the potential returns
+associated with obtaining marketing authorization for our other
+nicotine based vaping products after the May 2020 deadline. We feel
+that a significant amount of our competitors will not have the
+resources and/or expertise to complete the extensive and costly
+PMTA process and that, once complete, we will be able to benefit
+from being one of only a select group of companies operating in the
+flavored nicotine product space. For
+more information, see the section of this prospectus titled
+ Government Regulation of
+Charlie s Products, as well as the risks and uncertainties
+described under Risk Factors 
+Regulatory and Market Risks. 
+
+ 
+
+ 
+
+ 
+
+-41-
+
+ 
+
+ 
+
+ 
+
+Risks and Uncertainties
+
+ 
+
+The Company
+operates in an environment that is subject to rapid changes and
+developments in laws and regulations that could have a significant
+impact on the Company s ability to sell its products.
+Federal, state, and local governmental bodies across the United
+States have indicated that flavored e-cigarette liquid,
+vaporization products and certain other consumption accessories may
+become subject to new laws and regulations at the federal, state
+and local levels. Beginning in September 2019, certain states
+temporarily banned the sale of flavored e-cigarettes, and on
+January 2, 2020, the FDA issued an enforcement policy effectively
+banning the sale of flavored cartridge-based e-cigarettes marketed
+primarily by large manufacturers without prior authorization from
+the FDA, which policy will go into effect on or around February 2,
+2020. The application of any new laws, regulations or policies that
+may be adopted in the future, at a federal, state, or local level,
+directly or indirectly implicating flavored e-cigarette liquid and
+products used for the vaporization of nicotine could significantly
+limit the Company s ability to sell such products, result in
+additional compliance expenses, and/or require the Company to
+change its labeling and/or methods of distribution. Any ban of the
+sale of flavored e-cigarettes directly limits the markets in which
+the Company may sell its products. In the event the prevalence of
+such bans and/or changes in laws and regulations that relate to our
+nicotine-based vaping liquid increase across the United States, or
+internationally, the Company s business, results of
+operations and financial condition could be adversely
+impacted.
+
+ 
+
+For the three months ended September 30, 2019 and
+2018, our revenues from operations were $5,590,000 and $5,223,000,
+respectively. Net income for
+the three months ended September 30, 2019 was $1,557,000, which
+included a non-cash gain on change in fair value of derivative
+liabilities of $2,747,000, as compared to a net income of
+$1,886,000 for the three months ended September 30, 2018. Non-cash
+stock-based compensation costs of approximately $599,000 related to
+the Share Exchange were expensed in the quarter ended September 30,
+2019. We expect to continue to incur these costs over the next six
+reporting quarters, however, we believe they will not have a
+significant impact on operating results.
+
+ 
+
+For
+the nine months ended September 30, 2019 and 2018, our revenues
+from operations were $19,056,000 and $16,142,000, respectively. Net
+income for the nine months ended September 30, 2019 was $999,000,
+which included a non-cash gain on change in fair value of
+derivative liabilities of $2,925,000, as compared to a net income
+of $6,069,000 for the nine months ended September 30, 2018.
+Significant transaction costs of approximately $5.0 million were
+expensed in the nine months ended September 30, 2019, offset by
+non-cash gain on derivative liability of $2,925,000 which, along
+with increased operating cost, accounted for the $5,070,000 decline
+in net income from the prior year.
+
+ 
+
+Recent Developments
+
+ 
+
+Share Exchange
+
+ 
+
+On April 26, 2019 (the Closing
+Date ), we entered into a
+Securities Exchange Agreement with each of the former members
+( Members ) of Charlie s, and certain direct
+investors in the Company ( Direct
+Investors ), pursuant to
+which we acquired all outstanding membership interests of
+Charlie s beneficially owned by the Members in exchange for
+the issuance by the Company of units, with such units consisting of
+an aggregate of (i) 15,655,538,349 shares of common stock (which
+includes the issuance of an aggregate of 1,396,305 shares of a
+newly created class of Series B Convertible Preferred Stock, par
+value $0.001 per share ( Series B
+Preferred ), convertible
+into an aggregate of 13,963,047,716 shares of common stock, issued
+to certain individuals in lieu of common stock); (ii) 206,249
+shares of a newly created class of Series A Convertible Preferred
+Stock, par value $0.001 per share ( Series A
+Preferred ), convertible
+into an aggregate of 4,654,349,239 shares of common stock; and
+(iii) warrants to purchase an aggregate of 3,102,899,493 shares of
+common stock (the Investor
+Warrants ) (the
+ Share Exchange ). As a result of the Share Exchange,
+Charlie s became a wholly owned subsidiary of the
+Company.
+
+ 
+
+Immediately prior to, and in connection with, the
+Share Exchange, Charlie s consummated a private offering of
+membership interests that resulted in gross proceeds to
+Charlie s of approximately $27.5 million (the
+ Charlie s
+Financing ). Katalyst
+Securities LLC ( Katalyst ) acted as the sole placement agent in
+connection with the Charlie s Financing pursuant to an
+Engagement Letter entered into by and between Katalyst,
+Charlie s and the Company on February 15, 2019, which was
+amended on April 16, 2019 ( Amended Engagement
+Letter ). As
+consideration for its services in connection with the
+Charlie s Financing and Share Exchange, the Company issued to
+Katalyst and its designees five-year warrants to purchase an
+aggregate of 930,869,848 shares of common stock at a price of
+$0.0044313 per share (the Placement Agent
+Warrants ). The Placement
+Agent Warrants have substantially the same terms as those set forth
+in the Investor Warrants. As additional consideration for advisory
+services provided in connection with the Charlie s Financing
+and the Share Exchange, the Company issued an aggregate of
+902,661,671 shares of common stock (the Advisory
+Shares ), including to
+Scot Cohen, a member of the Company s Board of Directors,
+pursuant to a subscription agreement.
+
+ 
+
+ 
+
+-42-
+
+ 
+
+ 
+
+ 
+
+The
+Share Exchange resulted in a change of control of the Company, with
+the Members and Direct Investors owning approximately 85.7% of the
+Company s outstanding voting securities immediately after the
+Share Exchange, and the Company s current stockholders
+beneficially owning approximately 14.3% of the issued and
+outstanding voting securities, which includes the Advisory Shares.
+Following the Share Exchange, Brandon Stump and Ryan Stump, the
+founders of Charlie s and the Company s newly appointed
+Chief Executive Officer and Chief Operating Officer, respectively,
+held approximately 57% of the Company s issued and
+outstanding voting securities.
+
+ 
+
+Launch of CBD Products
+
+ 
+
+In June 2019, we introduced, through Don Polly,
+full-spectrum hemp extract and CBD isolate wellness products across
+a variety of formats and with different strengths. Our initial
+launch consisted of six vapor, eight tincture and two topical
+product variations. The newly released products were launched under
+the Pachamama brand by way of a licensing agreement between
+Don Polly and Charlie s, entered on April 25, 2019. In the
+near term, we expect to expand the hemp-derived CBD-based products
+line to include additional CBD isolate products and
+Tetrahydrocannabinol ( THC )- free, broad spectrum hemp extract
+products currently in development.
+
+ 
+
+Pachamama 
+CBD products are currently available in the U.S., Mexico, U.K. and
+Switzerland, and we expect to continue expanding both our domestic
+and international distribution efforts.
+
+ 
+
+Filing of Amended and Restated Charter; Automatic Conversion of
+Series B Preferred
+
+ 
+
+On June 28, 2019, we amended and restated our
+Articles of Incorporation (the Amended and Restated
+Charter ) to (i) change
+our corporate name to Charlie s Holdings, Inc. and (ii)
+increase the number of shares authorized as common stock from 7.0
+billion to 50.0 billion shares. The Amended and Restated Charter
+was approved by our Board of Directors and holders of a majority of
+our outstanding voting securities on May 8, 2019, and the Amended
+and Restated Charter was filed with the State of Nevada on June 28,
+2019.
+
+ 
+
+As
+a result of the filing of the Amended and Restated Charter and the
+increase of our authorized common stock to 50.0 billion shares,
+all 1,396,305 outstanding shares of Series B Preferred
+automatically converted into a total of 13,963,047,716 shares of
+common stock in accordance with the Certificate of
+Designations, Preferences and Rights of the Series B Convertible
+Preferred Stock.
+
+ 
+
+Charlie s Holdings, Inc.
+
+Results of Operations for the Three Months Ended September 30, 2019
+Compared to the Three Months Ended September 30, 2018.
+
+ 
+
+ 
+
+ 
+For
+the three months ended
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+
+ 
+September 30, 
+ 
+
+ 
+
+ 
+Change
+
+ 
+
+ 
+
+ 
+2019
+
+ 
+
+ 
+2018
+
+ 
+
+ 
+Amount
+
+ 
+
+ 
+Percentage
+
+ 
+
+($ in thousands)
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+Revenues:
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+Product
+revenue, net
+
+ $ 5,590 
+
+ $ 5,223 
+
+ $ 367 
+
+ 7%
+
+Total
+revenues
+
+ 5,590 
+
+ 5,223 
+
+ 367 
+
+ 7%
+
+Operating costs and expenses:
+
+ 
+
+ 
+
+ 
+
+ 
+
+Cost
+of goods sold - product revenue
+
+ 2,525 
+
+ 2,185 
+
+ 340 
+
+ 16%
+
+General
+and administrative
+
+ 3,567 
+
+ 767 
+
+ 2,800 
+
+ 365%
+
+Sales
+and marketing
+
+ 688 
+
+ 385 
+
+ 303 
+
+ 79%
+
+Total
+operating costs and expenses
+
+ 6,780 
+
+ 3,337 
+
+ 3,443 
+
+ 103%
+
+Income
+(loss) from operations
+
+ (1,190)
+
+ 1,886 
+
+ (3,076)
+
+ -163%
+
+Other income:
+
+ 
+
+ 
+
+ 
+
+ 
+
+Change
+in fair value of derivative liabilities
+
+ 2,747 
+
+ - 
+
+ 2,747 
+
+ 100%
+
+Total
+other income
+
+ 2,747 
+
+ - 
+
+ 2,747 
+
+ 100%
+
+Net income
+
+ $ 1,557 
+
+ $ 1,886 
+
+ $ (329)
+
+ -17%
+
+ 
+
+We
+had operating losses of approximately $1,190,000 for the three
+months ended September 30, 2019, due, primarily to approximately
+$299,000 of stock based compensation costs incurred in connection
+with the Share Exchange, a $2.8 million increase in general and
+administrative expenses as we grow the business and a decline in
+our nicotine-based product sales of $556,000 from the same period
+in 2018, offset by an increase in sales from our newly launched CBD
+products business of $920,000. For the three months ended September
+30, 2018, we had operating income of approximately $1,886,000 from
+our branded nicotine-based e-cigarette liquid
+business.
+
+ 
+
+Revenue
+
+ 
+
+Revenue for the three months ended September 30,
+2019 increased approximately $367,000, or 7%, to approximately
+$5,590,000, as compared to approximately $5,223,000 for same period
+last year due to a $556,000 decrease in our nicotine-based product
+sales, offset by an increase in sales from our newly launched CBD
+wellness products business of $920,000. The decrease in sales in
+our nicotine based e-liquid flavor sales is directly related to the
+current regulatory and health related news stories surrounding the
+vaping industry. The nicotine
+based e-liquid sales decline began late in the quarter ended
+September 30, 2019 and we expect sales in future quarters to
+decline until the rightful regulatory changes have been enacted.
+For the period from mid September through mid November 2019 we have
+experienced a decline in sales of 75% of our domestic nicotine
+based e-liquid sales with little effect on our international
+e-liquid sales and CBD product sales.
+
+ 
+
+ 
+
+ 
+
+-43-
+
+ 
+
+ 
+
+ 
+
+Cost of Revenue
+
+ 
+
+Cost
+of revenue, which consists of direct costs of materials, direct
+labor, third party subcontractor services, and other overhead costs
+increased approximately $340,000, or 16%, to approximately
+$2,525,000, or 45% of revenue, for the three months ended September
+30, 2019, as compared to approximately $2,185,000, or 42% of
+revenue, for the same period in 2018. This 3% percent increase in
+the cost of revenue is due to an increase in the sales mix to
+distributors, marginally lower average wholesale prices, and lower
+fixed cost absorption, but was slightly offset by relatively stable
+manufacturing costs.
+
+ 
+
+General and Administrative Expenses
+
+ 
+
+For
+the three months ended September 30, 2019, total general and
+administrative expenses increased approximately $2,800,000 to
+$3,567,000 as compared to approximately $767,000 for the same
+period in 2018. Costs relating to the completion of our stock
+exchange transaction on April 26, 2019 accounted for part of the
+$2.8 million increase, including $599,000 of non-cash stock-based
+compensation expense and $375,000 of accrued executive bonus
+expenses. The remaining $1.8 million increase is primarily due to
+professional fees and increased salaries associated with conducting
+business as a public company and certain step-up costs related to
+new business activities, including the launch of CBD
+products.
+
+ 
+
+Sales and Marketing Expenses
+
+ 
+
+For
+the three months ended September 30, 2019, total sales and
+marketing expenses increased approximately $303,000, or 79%, to
+approximately $688,000 as compared to approximately $385,000 for
+the same period in 2018, which was primarily due to enhanced
+marketing efforts for the launch of our CBD wellness
+products.
+
+ 
+
+Income (Loss) from Operations
+
+ 
+
+We
+had a net loss from operations of approximately $1,190,000 for the
+three months ended September 30, 2019, as compared to net income
+from operations of approximately $1,886,000 for the same period in
+2018. Net (loss) Income is determined by adjusting income from
+operations by the following items:
+
+ 
+
+Gain in fair value of derivative liabilities
+
+ 
+
+For
+the three months ended September 30, 2019 and 2018, the gain in
+fair value of derivative liabilities was $2,747,000 and $0
+respectively. The derivative liability is associated with the
+issuance of the Investor Warrants and the Placement Agent Warrants
+in connection with the Share Exchange and the gain for the quarter
+ended September 30, 2019 reflects the effect of the change in stock
+price on the liability associated with the issuance of these
+warrants. There were no warrants outstanding on September 30,
+2018.
+
+ 
+
+Net Income
+
+ 
+
+For
+the three months ended September 30, 2019, we had net income of
+$1,557,000 as compared to net income of $1,886,000 for the same
+period in 2018. 
+
+ 
+
+ 
+
+ 
+
+-44-
+
+ 
+
+ 
+
+ 
+
+Results of Operations for the Nine Months Ended September 30, 2019
+Compared to the Nine Months ended September 30, 2018.
+
+ 
+
+ 
+
+ 
+For
+the nine months ended
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+
+ 
+September 30, 
+ 
+
+ 
+
+ 
+Change
+
+ 
+
+ 
+
+ 
+2019
+
+ 
+
+ 
+2018
+
+ 
+
+ 
+Amount
+
+ 
+
+ 
+Percentage
+
+ 
+
+($ in thousands)
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+Revenues:
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+Product
+revenue, net
+
+ $ 19,056 
+
+ $ 16,142 
+
+ $ 2,914 
+
+ 18%
+
+Total
+revenues
+
+ 19,056 
+
+ 16,142 
+
+ 2,914 
+
+ 18%
+
+Operating costs and expenses:
+
+ 
+
+ 
+
+ 
+
+ 
+
+Cost
+of goods sold - product revenue
+
+ 8,121 
+
+ 6,405 
+
+ 1,716 
+
+ 27%
+
+General
+and administrative
+
+ 11,255 
+
+ 2,263 
+
+ 8,992 
+
+ 397%
+
+Sales
+and marketing
+
+ 1,606 
+
+ 1,405 
+
+ 201 
+
+ 14%
+
+Total
+operating costs and expenses
+
+ 20,982 
+
+ 10,073 
+
+ 10,909 
+
+ 108%
+
+Income
+(loss) from operations
+
+ (1,926)
+
+ 6,069 
+
+ (7,995)
+
+ -132%
+
+Other income:
+
+ 
+
+ 
+
+ 
+
+ 
+
+Change
+in fair value of derivative liabilities
+
+ 2,925 
+
+ - 
+
+ 2,925 
+
+ 100%
+
+Total
+other income
+
+ - 
+
+ - 
+
+ - 
+
+ 100%
+
+Net income
+
+ $ 999 
+
+ $ 6,069 
+
+ $ (5,070)
+
+ -84%
+
+ 
+
+Operating
+Income
+
+ 
+
+We
+had operating losses of approximately $1,926,000 for the nine
+months ended September 30, 2019, due, primarily to approximately
+$5.0 million of transaction related costs, including costs incurred
+in connection with the Share Exchange, but offset by revenue
+derived from our branded nicotine-based e-cigarette liquid business
+and CBD products. For the nine months ended September 30, 2018, we
+had operating income of approximately $6,069,000 from our branded
+nicotine-based e-liquid business.
+
+ 
+
+Revenue
+
+ 
+
+Revenue
+for the nine months ended September 30, 2019 increased
+approximately $2,914,000, or 18%, to approximately $19,056,000, as
+compared to approximately $16,142,000 for comparable period in 2018
+due to the release of additional e-liquid flavors and formats,
+growth in customer base and sales territories and improved traction
+with existing customers which accounted for approximately $949,000
+of the revenue increase. In addition, in June 2019 we introduced
+several CBD product lines which generated approximately $1,942,000
+in revenue during the nine months ended September 30, 2019. Even
+though our nicotine e-liquid flavored products had an increase in
+revenue of $949,000 over the comparable period in 2018, we did
+experience a decline in sales during the latter part of the nine
+month period ended September 30, 2019 due to the current regulatory
+and health related news stories surrounding the vaping industry and
+we expect sales in future quarters to decline until permanent
+regulatory changes have been enacted. For the period from mid
+September through mid November 2019 we have experienced a decline
+in sales of 75% of our domestic nicotine based e-liquid sales with
+little effect on our international e-liquid sales and CBD product
+sales.
+
+ 
+
+ 
+
+ 
+
+-45-
+
+ 
+
+ 
+
+ 
+
+Cost of Revenue
+
+ 
+
+Cost
+of revenue, which consists of direct costs of materials, direct
+labor, third party subcontractor services, and other overhead costs
+increased approximately $1,716,000, or 27%, to approximately
+$8,121,000, or 43% of revenue, for the nine months ended September
+30, 2019, as compared to approximately $6,405,000, or 40% of
+revenue, for the same period in 2018. This 3% percent increase in
+the cost of revenue is due to an increase in the sales mix to
+distributors, marginally lower average wholesale prices, and lower
+fixed cost absorption, but was slightly offset by relatively stable
+manufacturing costs.
+
+ 
+
+General and Administrative Expenses
+
+ 
+
+For
+the nine months ended September 30, 2019, total general and
+administrative expenses increased approximately $8,992,000 to
+approximately $11,255,000 as compared to approximately $2,263,000
+for the same period in 2018. Costs relating to the completion of
+the Share Exchange on April 26, 2019 accounted for a significant
+part of the $9.0 million increase, including $3.7 million of
+non-cash stock-based compensation and $1.7 million of employee
+bonuses. The remaining $3.6 million increase is primarily due to
+professional fees and increased salaries associated with conducting
+business as a public company and certain step-up costs related to
+new business activities, including the launch of CBD
+products.
+
+ 
+
+Sales and Marketing Expenses
+
+ 
+
+For
+the nine months ended September 30, 2019, total sales and marketing
+expenses increased approximately $201,000, or 14%, to approximately
+$1,606,000 as compared to approximately $1,405,000 for the same
+period in 2018, which was primarily due to enhanced marketing
+efforts for the launch of our CBD wellness products.
+
+ 
+
+Income (Loss) from Operations
+
+ 
+
+We
+had a net loss from operations of approximately $1,926,000 for the
+nine months ended September 30, 2019 as compared to net income from
+operations of approximately $6,069,000 for the same period in 2018.
+Net (loss) Income is determined by adjusting income from operations
+by the following items:
+
+ 
+
+Change in fair value of derivative liabilities
+
+ 
+
+For
+the nine months ended September 30, 2019 and 2018, the gain in fair
+value of derivative liabilities was $2,925,000 and $0 respectively.
+The derivative liability is associated with the issuance of the
+Investor Warrants and the Placement Agent Warrants in connection
+with the Share Exchange and the gain for the nine months ended
+September 30, 2019 reflects the effect of the change in stock price
+on the liability associated with the issuance of these warrants.
+There were no warrants outstanding on September 30,
+2018.
+
+ 
+
+Net Income
+
+ 
+
+For
+the nine months ended September 30, 2019, we had a net income of
+$999,000 as compared to net income of $6,069,000 for the same
+period in 2018.
+
+ 
+
+Effects of Inflation
+
+ 
+
+Inflation
+has not had a material impact on our business.
+
+ 
+
+Liquidity and Capital Resources
+
+ 
+
+As of September 30, 2019, we had working capital
+of approximately $1,460,000, which consisted of current assets of
+approximately $8,648,000 and current liabilities of approximately
+$7,188,000. This compares to working capital of approximately
+$704,000 at December 31, 2018. The current liabilities, as
+presented in the balance sheet at September 30, 2019 included
+elsewhere in this prospectus, primarily include approximately
+$1,936,000 of accounts payable and accrued expenses, approximately
+$158,000 of deferred revenue associated with product shipped but
+not yet received by customers (see our revenue recognition policy
+under the Critical Accounting
+Policies section below),
+approximately $257,000 of lease liabilities and $4,837,000 of
+derivative liability associated with the Member
+Warrants.
+
+ 
+
+Our
+cash and cash equivalents balance at September 30, 2019 was
+approximately $4,166,000.
+
+ 
+
+ 
+
+ 
+
+-46-
+
+ 
+
+ 
+
+ 
+
+For the nine months ended September 30, 2019 we
+used cash from operations of $524,000, as compared to generating cash of
+$5,698,000 for the same period in
+2018. This decline in the cash generated from operations is due
+primarily to an increase in accounts receivable, inventories and
+prepaid expenses.
+
+ 
+
+For the nine months ended September 30, 2019 we
+used cash for investment activities of $365,000 as compared
+to $12,000 for the same period
+in 2018. The cash used for investment activities is primarily used
+for the purchase of fixed assets and certain leasehold improvements
+for the buildout of our Don Polly operation.
+
+ 
+
+For
+the nine months ended September 30, 2019 we generated cash from
+financing activities, of $4,751,000 as compared to a use of cash of
+$5,352,000 for the same period in 2018. In 2019, we generated
+financing cash from the Charlie s Financing, which was offset
+by Member distributions to the former Members of Charlie s,
+as compared to the 2018 period during which we used cash for Member
+distributions to the former Members of Charlie s. The
+Charlie s Member distributions were all prior to or part of
+the Share Exchange and no further distributions will be made as
+Charlie s is now a wholly-owned subsidiary of the
+Company.
+
+ 
+
+Our
+plans and growth depend on our ability to increase revenues and
+continue our business development efforts. We currently anticipate
+that our current cash position will be enough to meet our working
+capital requirements to continue our sales and marketing efforts
+for at least 12 months. If in the future our plans or assumptions
+change or prove to be inaccurate, or there is a significant change
+in the regulatory environment, we may need to raise additional
+funds through public or private debt or equity offerings,
+financings, corporate collaborations, or other means.
+
+ 
+
+Off-Balance Sheet Arrangements
+
+ 
+
+The
+Company has no off-balance sheet arrangements other than operating
+lease commitments.
+
+ 
+
+ 
+
+ 
+
+ 
+
+-47-
+
+ 
+
+ 
+
+Basis of Presentation
+
+ 
+
+The unaudited interim condensed consolidated
+financial statements contained within this prospectus and the
+disclosure in this Management s Discussion and Analysis of
+Financial Condition and Results of Operations with respect to the
+period ended September 30, 2019 and 2018 have been prepared
+pursuant to the rules and regulations of the Securities and
+Exchange Commission (the SEC ). Certain information and footnote
+disclosures normally included in financial statements prepared in
+accordance with accounting principles generally accepted in the
+United States of America ( U.S. GAAP ) have been omitted pursuant to such SEC
+rules and regulations; nevertheless, the Company believes that the
+disclosures are adequate to make the information presented in this
+prospectus not misleading.
+
+ 
+
+Amounts
+related to disclosure of December 31, 2018 balances within the
+interim condensed consolidated financial statements were derived
+from the audited 2018 financial statements and notes thereto of
+Charlie s. These financial statements and the notes hereto
+should be read in conjunction with the audited December 31, 2018
+financial statements and notes thereto contained herein. In the
+opinion of the Company, all adjustments, including normal recurring
+adjustments necessary to present fairly the financial position,
+results of operations, and cash flows of the Company for the
+interim period have been included. The results of operations for
+the interim period are not necessarily indicative of the results
+for any subsequent interim period or for the full
+year.
+
+ 
+
+The
+Share Exchange is accounted for as a reverse recapitalization under
+U.S. GAAP because the primary assets of the Company were nominal
+following the close of the Share Exchange. Charlie s was
+determined to be the accounting acquirer based upon the terms of
+the Share Exchange and other factors including: (i) Charlie s
+stockholders and other persons holding securities convertible,
+exercisable or exchangeable directly or indirectly for
+Charlie s membership units now own approximately 49%, on a
+fully diluted basis, of the Company s outstanding securities
+immediately following the effective time of the Share Exchange,
+(ii) individuals associated with Charlie s now hold a
+majority of the seats on the Company s Board of Directors and
+(iii) Charlie s management holds all key positions in the
+management of the combined Company.
+
+ 
+
+The
+disclosure in this prospectus with respect to the period ended
+September 30, 2019 and 2018, including the unaudited condensed
+consolidated financial statements contained herein, are based on
+Charlie s historical financial statements and the
+Company s financial activity beginning April 26, 2019, as
+adjusted, to give effect to Charlie s reverse
+recapitalization of the Company and the Charlie s Financing.
+In addition, from the period April 26, 2019 until June 30, 2019,
+there were minimal costs and revenue associated with the Bazi
+product line which are included in the interim condensed
+consolidated financial statements. We do not intend to continue to
+produce and sell the Bazi product line, and these costs and
+expenses are nominal and will continue to be so in the future. The
+operating results of Don Polly for the quarter ended September 30,
+2019 are also included.
+
+ 
+
+Historical
+financial information presented prior to April 26, 2019 is that of
+Charlie s only, while financial information presented after
+April 26, 2019 includes Charlie s, Don Polly, Bazi Drinks and
+the Company, which includes the transactions associated with the
+Share Exchange and Charlie s Financing completed prior to the
+Share Exchange, along with ongoing corporate costs.
+
+ 
+
+Critical Accounting Policies
+
+ 
+
+Included
+below is a discussion of critical accounting policies used in the
+preparation of our financial statements. While all these
+significant accounting policies impact our financial condition and
+results of operations, we view certain of these policies as
+critical. Policies determined to be critical are those policies
+that have the most significant impact on our financial statements
+and require management to use a greater degree of judgment and
+estimates. Actual results may differ from those
+estimates.
+
+ 
+
+We
+believe that given current facts and circumstances, it is unlikely
+that applying any other reasonable judgments or estimate
+methodologies would cause a material effect on our consolidated
+results of operations, financial position or liquidity for the
+periods presented herein.
+
+ 
+
+The
+accounting policies identified as critical are as
+follows:
+
+ 
+
+ 
+
+ 
+
+-48-
+
+ 
+
+ 
+
+Revenue Recognition
+
+ 
+
+The Company recognizes revenues in accordance with
+Accounting Standards Codification ( ASC ) 606 Contracts with Customers.
+Revenues are generated from contracts with customers that consist
+of sales to retailers and distributors. Contracts with customers
+are generally short term in nature with the delivery of product as
+a single performance obligation. Revenue from the sale of product
+is recognized at the point in time when the single performance
+obligation has been satisfied and control of the product has
+transferred to the customer. In evaluating the timing of the
+transfer of control of products to customers, The Company considers
+several indicators, including significant risks and rewards of
+products, the right to payment, and the legal title of the
+products. Based on the assessment of control indicators, sales are
+generally recognized when products are received by customers.
+Shipping generally occurs prior to the transfer of control to the
+customer and is therefore accounted for as a fulfillment expense.
+In circumstances where shipping and handling activities occur after
+the customer has obtained control of the product, the Company has
+elected to account for shipping and handling activities as a
+fulfillment cost rather than an additional promised service.
+Contract durations are generally less than one year, and therefore
+costs paid to obtain contracts, which generally consist of sales
+commissions, are recognized as expenses in the period incurred.
+Revenue is measured by the transaction price, which is defined as
+the amount of consideration expected to be received in exchange for
+providing goods to customers. The transaction price is adjusted for
+estimates of known or expected variable consideration, which
+includes refunds and returns as well as incentive offers and
+promotional discounts on current orders. Sales returns are
+generally not material to the financial statements, and do not
+comprise a significant portion of variable consideration. Estimates
+for sales returns are based on, among other things, an assessment
+of historical trends, information from customers, and anticipated
+returns related to current sales activity. These estimates are
+established in the period of sale and reduce revenue in the period
+of the sale. Variable consideration related to incentive offers and
+promotional programs are recorded as a reduction to revenue based
+on amounts the Company expects to collect. Estimates are regularly
+updated and the impact of any adjustments are recognized in the
+period the adjustments are identified. In many cases, key sales
+terms such as pricing and quantities ordered are established at the
+time an order is placed and incentives have very short-term
+durations.
+
+ 
+
+Amounts
+billed and due from customers are short term in nature and are
+classified as receivables since payments are unconditional and only
+the passage of time related to credit terms is required before
+payments are due. The Company does not grant payment financing
+terms greater than one year. Payments received in advance of
+revenue recognition are recorded as deferred
+revenue. 
+
+ 
+
+Accounts Receivable
+
+ 
+
+Accounts
+receivable is recorded at the invoiced amount and does not bear
+interest. We determine the allowance for doubtful accounts by
+regularly evaluating individual customer receivables and
+considering a customer s financial condition, credit history
+and current economic conditions and set up an allowance for
+doubtful accounts when collection is uncertain. Customers 
+accounts are written off against the allowance when all attempts to
+collect have been exhausted. Recoveries of accounts receivable
+previously written off are recorded as income when received. As of
+September 30, 2019, and December 31, 2018, the allowance for bad
+debt totaled $379,000 and $151,000, respectively. We determine the
+allowance for customer returns by evaluating historical trends in
+customer refunds as well as changes in the regulatory environment
+that could affect the future salability of certain products. 
+As of September 30, 2019 and December 31, 2018, the allowance for
+customer returns totaled $346,000 and $0,
+respectively.
+
+ 
+
+Inventories
+
+ 
+
+Inventories
+primarily consist of finished goods and are stated at the lower of
+cost (determined by the average cost method) or net realizable
+value. We calculate estimates of excess and obsolete inventories
+determined primarily by reviewing inventory on hand, historical
+sales activity, industry trends and expected net realizable value.
+As of September 30, 2019 and December 31, 2018, the reserve for
+excess and obsolete inventories totaled $66,000 and $74,000,
+respectively.
+
+ 
+
+Stock-Based Compensation
+
+ 
+
+We
+account for all stock-based compensation using a fair value-based
+method. The fair value of financial instruments granted to
+employees is estimated on the date of the grant using the
+Black-Scholes option-pricing model and the related stock-based
+compensation expense is recognized over the vesting period during
+which an employee is required to provide service in exchange for
+the award. The fair value financial instruments granted to
+non-employees is measured and expensed as the options
+vest.
+
+ 
+
+ 
+
+ 
+
+-49-
+
+ 
+
+ 
+
+Income taxes
+
+ 
+
+Income taxes are
+computed under the liability method. This method requires the
+recognition of deferred tax assets and liabilities for temporary
+differences between the financial reporting basis and the tax basis
+of our assets and liabilities. The impact on deferred taxes of
+changes in tax rates and laws, if any, are applied to the years
+during which temporary differences are expected to be settled and
+are reflected in the consolidated financial statements in the
+period of enactment. A valuation allowance is recorded when it is
+more likely than not that some of the deferred tax assets will not
+be realized.
+
+ 
+
+Financial statement
+effects of a tax position are initially recognized when it is more
+likely than not, based on the technical merits, that the position
+will be sustained upon examination by a taxing authority. A tax
+position that meets the more-likely-than-not recognition threshold
+is initially and subsequently measured as the largest amount of tax
+benefit that meets the more-likely-than-not threshold of being
+realized upon ultimate settlement with a taxing authority. We
+recognize potential accrued interest and penalties related to
+unrecognized tax benefits as income tax expense.
+
+ 
+
+Charlie s Holdings, Inc. (Formerly True Drinks Holdings,
+Inc.)
+
+Results of Operations for the Year Ended December 31, 2018 compared
+to the Year Ended December 31, 2017.
+
+ 
+
+As discussed in detail in
+ Prospectus Summary- The Share
+Exchange the Company
+entered into a Securities Exchange Agreement with each of the
+former members of Charlie s, and certain direct investors in
+the Company, pursuant to which the Company acquired all outstanding
+membership interests of Charlie s beneficially owned by its
+members in exchange for Company securities (the
+ Share Exchange ). As a result, Charlie s became a
+wholly owned subsidiary of the Company. Since the date of the
+Share Exchange, the Company s primary business is the
+development, marketing and distribution of high-quality
+nicotine-based and CBD-based vapor products. The Company now
+distributes its vapor products both domestically and
+internationally through select distributors, specialty retailers
+and third-party online resellers. The information in this section is for historical
+purposes only, and is not an accurate description of the
+company s financial condition and results of operations
+following the share exchange.
+
+ 
+
+ 
+
+ 
+
+ 
+
+-50-
+
+ 
+
+ 
+
+ 
+
+Net Sales
+
+ 
+
+Net
+sales for the year ended December 31, 2018 were $1,947,052 compared
+to $3,823,334 during the same period in 2017, a decrease of 49.1%.
+This decrease is the result of management s decision to cease
+sales of AquaBall , with all remaining AquaBall 
+inventory being sold in the quarter ending June 30,
+2018.
+
+ 
+
+The
+percentage that each product category represented of our net sales
+is as follows:
+
+ 
+
+Product Category
+
+Year Ended
+
+December 31, 2018
+
+(% of Sales)
+
+AquaBall 
+
+ 91%
+
+Bazi 
+
+ 9%
+
+ 
+
+During
+the year ended December 31, 2018, the Company terminated the
+Bottling Agreement and ceased production of AquaBall . As a
+result, the Company s operations have been reduced.
+Accordingly, total sales for the year ended December 31, 2018 are
+not indicative of future sales or results, and will be
+substantially lower in the current fiscal year compared to the year
+ended December 31, 2018. Specifically, we do not anticipate
+material revenue subsequent to the year ended December 31, 2018,
+relative to the revenue recognized in the year ended December 31,
+2018, in the absence of the consummation of a
+transaction.
+
+ 
+
+Gross Profit and Gross Margin
+
+ 
+
+Gross profit
+for the year ended December 31, 2018 was $718,604 as compared
+to a gross profit of $771,190 for the year ended December 31,
+2017. Gross profit as a percentage of revenue (gross margin)
+during the year ended December 31, 2018 was 36.9%, compared to
+20.2% for the same period in 2017. This increase in gross profit
+margin was a result of the sale of all remaining inventory of
+AquaBall to Red Beard after management s decision to cease
+sales of AquaBall . This sale was priced at
+AquaBall s regular sales price, thus resulting in
+greater gross margin.
+
+ 
+
+Sales, Marketing, General and Administrative Expense
+
+ 
+
+Selling,
+marketing, general and administrative expense was $11,409,184, or
+586% of net sales, for the year ended December 31, 2018, as
+compared to $10,699,331, or 280% of net sales for the year ended
+December 31, 2017. This year over year increase of $709,853 was
+primarily the result of the cessation of sales of AquaBall 
+Naturally Flavored Water. Approximately $10.05 million of the total
+expense for 2018 was related to the recording of the fair value of
+stock issuable to a related party. These results are not indicative
+of future selling, general and administrative expense, which
+expense is currently anticipated to be substantially lower. The
+Company currently has one employee, and currently anticipates
+limited expenditures in the immediate future, consisting of those
+costs necessary to maintain its current operations and to pay costs
+and expense necessary to comply with the reporting requirements
+under the Exchange Act.
+
+ 
+
+ 
+
+ 
+
+-51-
+
+ 
+
+ 
+
+ 
+
+Interest Expense
+
+ 
+
+Interest
+expense for the year ended December 31, 2018 was $813,545 as
+compared to $158,419 for the year ended December 31,
+2017.
+
+ 
+
+Other Income
+
+ 
+
+Other
+income for the year ended December 31, 2018 was $6,811,281, as
+compared to $1,995,567 for the year ended December 31, 2017. We
+recorded a gain on the change in fair value of derivative
+liabilities of $8,883,383 for the year ended December 31, 2018
+compared to a gain of $2,331,888 for the year ended December 31,
+2017. Also, in 2018, we recorded an impairment charge of $1,898,000
+to goodwill compared to an impairment charge of $130,000 on our
+spherical bottle patent in 2017.
+
+ 
+
+Net Loss
+
+ 
+
+Our
+net loss for the year ended December 31, 2018 was $3,879,299 as
+compared to a net loss of $12,447,143 for the year ended December
+31, 2017. This year-over-year decrease in loss of $8,567,844
+consists of a decrease in operating loss of approximately
+$3,752,130 due to management s decision to cease production
+and sales of AquaBall and the corresponding reduction in
+personnel, as well as selling, general and administrative expense
+combined with the net effects of recording non-cash items related
+to the issuance of promissory notes and Common Stock related to the
+Niagara Settlement. On a basic and diluted per share basis, our
+loss was $0.01 per share for the year ended December 31, 2018, as
+compared to loss of $0.07 per share for the year ended December 31,
+2017. We expect to continue to incur a net loss in subsequent
+periods throughout fiscal 2019 in the absence of the consummation
+of a transaction.
+
+ 
+
+Liquidity and Capital Resources
+
+ 
+
+Our
+auditors have included a paragraph in their report on our
+consolidated financial statements, included in our Annual Report on
+Form 10-K for the fiscal year ended December 31, 2018, indicating
+that there is substantial doubt as to the ability of the Company to
+continue as a going concern. The accompanying condensed
+consolidated financial statements have been prepared in conformity
+with accounting principles generally accepted in the United States
+of America, which contemplates continuation of the Company as a
+going concern. For the three months ended March 31, 2019, the
+Company had net loss of $1,038,756, negative working capital of
+$4,077,881, and an accumulated deficit of $53,159,404.
+
+ 
+
+Although,
+during the year ended December 31, 2018 and the three months ended
+March 31, 2019, the Company raised approximately $1.0 million from
+financing activities, including the sale of certain Senior Secured
+Promissory Notes and the Food Labs Note, and received approximately
+$5.6 million in net proceeds as a result of the Share Exchange in
+April 2019, additional capital is necessary to continue
+operations.
+
+ 
+
+The
+accompanying condensed consolidated financial statements do not
+include any adjustments that will result in the event the Company
+is unsuccessful in securing the capital necessary to execute our
+business plan.
+
+ 
+
+The
+Company has historically financed its operations through sales of
+equity and debt securities, and, to a lesser extent, cash flow
+provided by sales of its products. Despite recent sales of
+preferred stock and the issuance of certain Senior Secured
+Promissory Notes, the Food Labs Note and the Red Beard LOC, as well
+as the Company s receipt of approximately $5.6 million as a
+result of the Share Exchange, funds generated from sales of our
+securities and cash flow provided by sales are insufficient to fund
+our operating requirements for the next twelve months. As a result,
+we require additional capital to continue operating as a going
+concern. No assurances can be given that we will be
+successful. In the event we are unable to obtain additional
+financing, we will not be able to fund our working capital
+requirements, and therefore will be unable to continue as a going
+concern.
+
+ 
+
+ 
+
+ 
+
+-52-
+
+ 
+
+ 
+
+Capital Raising Activities
+
+ 
+
+Secured Note Financing.
+ On July 26, 2017, we commenced
+an offering of Senior Secured Promissory Notes (the 
+Secured
+ Notes ) in the aggregate principal amount of up
+to $1.5 million to certain accredited investors (the 
+Secured
+ Note Financing
+ ). The amount available was
+subsequently raised to $2.3 million. As additional consideration
+for participating in the Secured Note Financing, investors received
+five-year warrants, exercisable for $0.15 per share, to purchase
+that number of shares of our common stock equal to 50% of the principal amount of the
+Secured Notes purchased by the investor, divided by $0.15 per share
+(the Warrants ). We offered and sold Secured Notes in the
+aggregate principal amount of $2,465,000 and issued Warrants to
+purchase up to 8.2 million shares of common stock
+to participating
+investors.
+
+ 
+
+The Secured Notes (i) bore interest at a rate of
+8% per annum, (ii) had a maturity date of 1.5 years from the date
+of issuance, and (iii) were subject to a pre-payment and change in
+control premium of 125% of the principal amount of the Secured
+Notes at the time of pre-payment or change in control, as the case
+may be. To secure the Company s obligations under the Secured
+Notes, the Company granted to participating investors a continuing
+security interest in substantially all of the Company s
+assets pursuant to the terms and conditions of a Security Agreement
+(the Security Agreement
+ ). Subsequent to the quarter
+ended March 31, 2019, on April 26, 2019, Red Beard purchased the
+Secured Notes, and thereafter converted all amounts due under the
+Secured Notes into shares of common stock, thereby terminating the Secured
+Notes.
+
+ 
+
+2018 Note Issuance.
+Subsequent to the three months ended
+March 31, 2018, in connection with the
+Settlement with Niagara, and in order to make the Cash Payment, the
+Company issued to Red Beard a senior secured convertible promissory
+note (the Red
+Beard Note ) in the
+principal amount of $2.25 million, which was subsequently reduced
+to $813,887 in connection with the sale to Red Beard of all of the
+Company s remaining AquaBall inventory. The Red Beard Note
+accrued interest at a rate of 5% per annum. Pursuant to the terms
+of the Red Beard Note, Red Beard had the right, at its sole option,
+to convert the outstanding balance due into that number of fully
+paid and non-assessable shares of the Company s common
+stock equal
+to the outstanding balance divided by 0.005 (the 
+Conversion
+Option ); 
+provided,
+however , that the Company had
+the right, at its sole option, to pay all or a portion of the
+accrued and unpaid interest due and payable to Red Beard upon its
+exercise of the Conversion Option in cash. Pursuant to the terms of
+the Red Beard Note, such Conversion Option was not to be
+exercisable unless and until such time as the Company has amended
+its Articles of Incorporation to increase the number of authorized
+shares of common stock from 300.0 million to
+at least 2.0 billion, which
+occurred on November 15, 2018. On April 26, 2019, in connection
+with the consummation of the Share Exchange, Red Beard elected to
+convert all amounts due under the Red Beard Note into shares
+of common stock.
+
+ 
+
+Food Labs
+Note. On September 18, 2018,
+the Company entered into an agreement with Food Labs, pursuant to
+which the Company issued to Food Labs a promissory note in the
+principal amount of $50,000. The Food Labs Note (i) accrued
+interest at a rate of 5% per annum, (ii) included an additional
+lender s fee equal to $500, or 1% of the principal amount,
+and (iii) was scheduled to mature on December 31, 2019. As
+disclosed above, on April 26, 2019, in connection with the Share
+Exchange, Red Beard purchased the Food Labs Note from Food Labs,
+and thereafter converted all amounts due under the Food Labs Note
+into shares of common stock,
+resulting in the termination of the Food Labs
+Note.
+
+ 
+
+ Red Beard
+Line-of-Credit. On November 19,
+2018, the Company entered into the Red Beard LOC with Red Beard,
+effective October 25, 2018, pursuant to which the Company could
+borrow up to $250,000 ; provided, however
+, that Red Beard could, in its sole
+discretion, decline to provide additional advances under the Red
+Beard LOC upon written notice the Company of its intent to decline
+to make such advances. Interest accrued on the outstanding
+principal of the Red Beard LOC at a rate of 8% per annum;
+provided,
+however , upon the occurrence
+of an Event of Default, as defined in the Red Beard LOC, the
+accrual of interest would have increased to a rate of 10% per
+annum. Prior to the Maturity Date, Red Beard had the right, at its
+sole option, to convert the Outstanding Balance due under the Red
+Beard LOC into that number of shares of common stock
+equal to the Outstanding Balance
+divided by $0.005, which it elected to do on April 26, 2019 in
+connection with the consummation of the Share
+Exchange.
+
+ 
+
+The Share
+Exchange. On April 26, 2019,
+subsequent to the quarter ended March 31, 2019, the Company
+received approximately $5.6 million in net proceeds as a result of
+the Share Exchange.
+
+ 
+
+ 
+
+ 
+
+-53-
+
+ 
+
+ 
+
+ 
+
+Charlie s Chalk Dust, LLC
+
+Results of Operations for the Year Ended December 31, 2018 compared
+to the Year Ended December 31, 2017.
+
+ 
+
+ 
+
+ 
+
+For the twelve months ended December 31,
+
+ 
+
+ 
+
+ 
+
+2018
+
+ 
+
+ 
+
+2017
+
+ 
+
+Revenue
+
+ $20,840,794 
+
+ 100.0%
+
+ $12,233,925 
+
+ 100.0%
+
+Costs
+and expenses:
+
+ 
+
+ 
+
+ 
+
+ 
+
+Cost
+of revenue
+
+ 8,514,790 
+
+ 40.9%
+
+ 5,475,051 
+
+ 44.8%
+
+Sales
+and Marketing
+
+ 2,904,456 
+
+ 13.9%
+
+ 1,862,441 
+
+ 15.2%
+
+Product
+Development
+
+ 95,180 
+
+ 0.5%
+
+ 116,040 
+
+ 0.9%
+
+General
+and Administrative
+
+ 2,126,945 
+
+ 10.2%
+
+ 1,523,334 
+
+ 12.5%
+
+ Total
+Expenses
+
+ 13,641,371 
+
+ 65.5%
+
+ 8,976,866 
+
+ 73.4%
+
+Operating
+income
+
+ 7,199,423 
+
+ 34.5%
+
+ 3,257,059 
+
+ 26.6%
+
+Interest
+income
+
+ 453 
+
+ 0.0%
+
+ 9,410 
+
+ 0.1%
+
+Net
+income
+
+ $7,199,876 
+
+ 34.5%
+
+ $3,266,469 
+
+ 26.7%
+
+ 
+
+Operating Income
+
+ 
+
+Charlie s
+had operating income of approximately $7,199,000 for the year ended
+December 31, 2018. The years operating income was
+derived from its branded nicotine based e-cigarette liquid
+business. For the year ended December 31, 2017,
+Charlie s had operating income of approximately $3,527,000
+from its branded nicotine e-cigarette liquid business. The details
+of the operating income are as follows:
+
+ 
+
+Revenue
+
+ 
+
+Revenue
+for the twelve months ended December 31, 2018 increased
+approximately $8,607,000, or 70.4%, to approximately $20,841,000,
+as compared to approximately $12,234,000 for same period last year
+due to introduction of new e-cigarette liquids and increasing the
+customer base and sales territories.
+
+ 
+
+Cost of Revenue
+
+ 
+
+Cost of revenue,
+which consists of direct costs of materials, direct labor, third
+party subcontractor services, and other overhead costs increased
+approximately $3,040,000, or 27.0%, to approximately $8,515,000, or
+40.9% of revenue, for the year ended December 31, 2018, as compared
+to approximately $5,475,000, or 44.8% of revenue, for the same
+period in 2017. This 3.9% percent decrease in the cost of revenue
+is due to lower production costs on increased volume and the
+addition of more profitable customers.
+
+ 
+
+Sales and Marketing Expenses
+
+ 
+
+For the year ended
+December 31, 2018, total sales and marketing expenses increased
+approximately $1,042,000, or 55.9%, to approximately $2,904,000 as
+compared to approximately $1,862,000 for the same period in 2017.
+The increase was primarily due to increased salary expense for the
+addition of personnel and increased commission costs on the
+increased sales.
+
+ 
+
+Product Development
+
+ 
+
+For the year ended
+December 31, 2018, product development was approximately $95,000 as
+compared to approximately $116,000 for the same period in 2017. The
+decrease in expense of $21,000 is due primarily lower product
+registration activity in 2018.
+
+ 
+
+General and Administrative Expenses
+
+ 
+
+For the year ended
+December 31, 2018, total general and administrative expenses
+increased approximately $604,000, or 39.7%, to approximately
+$2,127,000 as compared to approximately $1,523,000 for the same
+period in 2017, which was primarily due to increased salary expense
+for the addition of personnel and professional fees associated with
+exploring strategic alternatives.
+
+ 
+
+ 
+
+ 
+
+-54-
+
+ 
+
+ 
+
+Income from Operations
+
+ 
+
+Charlie s had
+net income from operations of approximately $7,199,000 for the year
+ended December 31, 2018 as compared to net income from operations
+of approximately $3,257,000 for the same period in 2017. Net Income
+is determined by adjusting income from operations by the following
+items:
+
+ 
+
+Other Income
+
+ 
+
+For the years ended
+December 31, 2018 and 2017, other income was $453 and $9,410,
+respectively.
+
+ 
+
+Net Income
+
+ 
+
+For the year ended
+December 31, 2018, Charlie s had net income of $7,200,000 as
+compared to $3,266,000 for the same period in 2017. Charlie s
+is a limited liability company and this net income is before tax as
+taxes are the responsibility to the members of
+Charlie s.
+
+ 
+
+Effects of Inflation
+
+ 
+
+Inflation has not
+had a material impact on the Charlie s business.
+
+ 
+
+Liquidity and Capital Resources
+
+ 
+
+As of December 31,
+2018, Charlie s had working capital of approximately
+$704,000, which consisted of current assets of approximately
+$2,101,000 and current liabilities of approximately $1,396,000.
+This compares to working capital of approximately $1,459,000 at
+December 31, 2017. The current liabilities as presented in the
+balance sheet at December 31, 2018 primarily include approximately
+$1,217,000 of accounts payable and accrued expenses and
+approximately $180,000 of deferred revenue associated with product
+shipped but not yet received by customers (see our revenue
+recognition policy below in the critical accounting policy
+paragraph).
+
+ 
+
+Our cash and cash
+equivalents balance at December 31, 2018 was approximately
+$305,000.
+
+ 
+
+For the year ended
+December 31, 2018 we generated cash from operations of $7,784,000
+as compared to $3,021,000 for the same period in
+2017.
+
+ 
+
+For the year ended
+December 31,2018 we used cash for financing activities (primarily
+LLC member distributions of $8,119,000 as compared to
+$2,557,000 for the same period in 2017.
+
+ 
+
+Charlie s
+plans and growth depend on its ability to increase revenues and
+continue its business development efforts. Charlie s
+currently anticipates that its current cash position will be enough
+to meet its working capital requirements to continue our sales and
+marketing efforts for at least 12 months. If in the future
+Charlie s plans or assumptions change or prove to be
+inaccurate, we may need to raise additional funds through public or
+private debt or equity offerings, financings, corporate
+collaborations, or other means.
+
+ 
+
+ 
+ 
+
+ 
+
+-55-
+
+ 
+
+ 
+
+DIRECTORS
+AND EXECUTIVE OFFICERS
+
+ 
+
+ The following sets forth certain information
+regarding each of our directors and executive officers as of the
+date of this prospectus.
+
+ 
+
+Name
+
+ 
+
+Age
+
+ 
+
+Position
+
+Brandon
+Stump (1)
+
+ 
+
+33
+
+ 
+
+Chief Executive Officer and Chairman
+(Principal
+Executive Officer)
+
+David Allen (2)
+
+ 
+
+64
+
+ 
+
+Chief Financial Officer and Secretary
+(Principal
+Financial Officer)
+
+Ryan Stump (3)
+
+ 
+
+30
+
+ 
+
+Chief
+Operating Officer and Director
+
+Adam Mirkovich (4)
+
+ 
+
+34
+
+ 
+
+Chief
+Information Officer
+
+Scot
+Cohen
+
+ 
+
+50
+
+ 
+
+Director
+
+Keith Stump (5)
+
+ 
+
+58
+
+ 
+
+Director
+
+Jeffrey
+Fox (6)
+
+ 
+
+56
+
+ 
+
+Director
+
+ 
+
+(1)
+
+Mr. Stump was
+appointed to serve as the Company s Chief Executive Officer
+and as a director on the Board on April 26, 2019 in connection with
+the Share Exchange, effective immediately following Mr. Van
+Boerum s resignation as Principal Executive Officer. The
+Company s Board appointed Brandon Stump as Chairman on May 8,
+2019.
+
+ 
+
+(2)
+
+Mr. Allen was
+appointed to serve as the Company s Chief Financial Officer
+on April 26, 2019 in connection with the Share Exchange, effective
+immediately following Mr. Van Boerum s resignation as
+Principal Financial Officer.
+
+ 
+
+(3)
+
+Mr. Stump was
+appointed to serve as the Company s Chief Operating Officer
+and as a director on the Board on April 26, 2019 in connection with
+the Share Exchange.
+
+ 
+
+(4)
+
+Mr. Mirkovich was
+appointed to serve as the Company s Chief Information Officer
+on May 20, 2019.
+
+ 
+
+(5)
+
+Mr. Stump was
+appointed to the Company's Board of Directors on June 7,
+2019.
+
+ 
+
+ 
+
+(6)
+
+Mr.
+Fox was appointed to the Company s Board of Directors on July
+16, 2019.
+
+ 
+
+Brandon
+Stump and Ryan Stump are brothers, and Keith Stump is their father.
+Other than with the respect to the Stumps, there are no familial
+relationships between any of the Company s executive officers
+and directors listed above.
+
+ 
+
+The
+following biographical information regarding the foregoing
+directors and officers of the Company is presented
+below:
+
+ 
+
+Brandon Stump, Chief
+Executive Officer and Chairman. Mr. Stump was appointed as Chief Executive Officer
+of the Company on April 26, 2019 in connection with the Share
+Exchange. Mr. Stump is a co-founder of Charlie s, and has
+served as the Chief Executive Officer of Charlie s since its
+inception in 2014. Prior to co-founding Charlie s, Mr.
+Stump co-founded his first business, the Ohio House in 2011, with
+his brother Ryan Stump. Since then, he has gone on to co-found both
+The Chadwick House and Buckeye Recovery Network, both established
+in 2017, as well as The Mend California, established in 2018. These
+programs provide a continuum of care and services to men and women
+from the country promoting emotional, physical and spiritual
+development.
+
+ 
+
+As
+a co-founder of Charlie s, the Board of Directors believes
+that Mr. Stump s substantial entrepreneurial, marketing,
+sales and industry experience provide the Board with valuable
+expertise that will assist the Company in continuing to grow its
+revenue and to enter into new markets for its
+products.
+
+ 
+
+ 
+
+-56-
+
+ 
+
+ 
+
+David Allen, Chief
+Financial Officer and Secretary. Mr. Allen was appointed as the
+Company s Chief Financial Officer on April 26, 2019, upon
+consummation of the Share Exchange. Mr. Allen brings over 22 years
+of experience as the Chief Financial Officer of public companies.
+From September 2018 to May 2019, Mr. Allen served as Chief
+Financial Officer of Iconic Brands, Inc. (OTCQB: ICNB). Prior to
+that, from December 2014 to January 2018, Mr. Allen served as the
+Chief Financial Officer of WPCS International, Inc., a design-build
+engineering firm focused on the deployment of wireless networks and
+related services. WPCS International was listed on Nasdaq, and Mr.
+Allen oversaw its financial reporting obligations and SEC
+compliance. From 2004 to 2017, Mr. Allen served as Chief Financial
+Officer of Bailey s Express, Inc., a privately held trucking
+corporation, which filed for Chapter 11 bankruptcy in July 2017.
+Mr. Allen currently serves as the Chapter 11 Plan Administrator for
+the bankruptcy case. From June 2006 to June 2013, Mr. Allen served
+as the Chief Financial Officer and Executive Vice President of
+Administration at Converted Organics, Inc., a company organized to
+convert food waste into organic fertilizer. At Converted Organics,
+he was responsible for SEC reporting, audit, insurance and taxes.
+In June 2019, Mr. Allen was appointed to the Board of Directors and
+serves as audit committee chairman of MariMed, Inc. (OTC:MRMD). Mr.
+Allen is currently an Assistant Professor of Accounting at Southern
+Connecticut State University, a position he has held since 2017,
+and for the 12 years prior to that he was an Adjunct Professor of
+Accounting at SCSU and Western Connecticut State University. Mr.
+Allen is a licensed CPA and holds a Bachelor s Degree in
+Accounting and a Master s Degree in Taxation from Bentley
+College.
+
+ 
+
+Ryan Stump, Chief Operating
+Officer and Director. Mr. Stump was appointed as the
+Company s Chief Marketing Officer on April 26, 2019 in
+connection with the Share Exchange. Mr. Stump has served as the Chief Operating Officer of
+Charlie s since 2014, during which time he has been
+responsible for all global operations of Charlie s. Prior to
+joining Charlie s, Mr. Stump worked as an Associate Territory
+Manager and then as a Territory Manager for ConMed, a medical sales
+device company, from 2010 to 2013. Mr. Stump also co-founded and
+continues to be engaged with multiple companies, including The Ohio
+House since 2011, the Buckeye Recovery Network since 2017, and The
+Mend California since 2018. Mr. Stump earned a B.S. and B.A. in
+Sports Marketing and Marketing from Duquesne
+University.
+
+ 
+
+The
+Board of Directors believes that Mr. Stump s experience
+operating high growth companies, as well as entrepreneurial
+experience, will be valuable to the Board as it manages the
+Company s anticipated continued growth.
+
+ 
+
+Adam Mirkovich, Chief
+Information Officer. Mr. Mirkovich was appointed as the
+Company s Chief Information Officer on May 20, 2019. Mr.
+Mirkovich has over a decade of
+experience managing supply chains for consumer products. Mr.
+Mirkovich has served as an independent management
+consultant specializing in building and optimizing value
+chains for startups and growth stage companies in the beverage,
+nicotine vape, and nutritional supplements industries since 2013.
+Prior to joining the Company, Mr. Mirkovich served as the Chief
+Operating Officer of Orchid Ventures, Inc. (CSE:ORCD), a
+multi-state premium cannabis vape company, from September 2018 to
+April 2019. From December 2014 to February 2016, Mr. Mirkovich
+served as the Director of Supply Chain and Operations at Space Jam
+Juice, LLC, a distributor of premium vapor products. From November
+2010 to April 2013, Mr. Mirkovich served as the Product Lifecycle
+Management ( PLM ) Program Manager for Niagara Bottling,
+LLC, a leading bottled water manufacturer. While there, he led the
+product revision, introduction, and discontinuance practices for
+customers private labeled water, flavored, and carbonated
+beverages. Prior to his role in PLM Management, Mr. Mirkovich
+served as a member of the Supply Chain Logistics team at Niagara
+Bottling, providing strategic support of company expansion
+activities and tactical support of purchasing, production
+planning, and multi-region logistics in North American
+operations. Mr. Mirkovich earned a Bachelor of Science degree in
+Business Administration and Economics from Chapman
+University.
+
+ 
+
+Scot
+Cohen, Director. Mr.
+Cohen was appointed to the Board in March 2013 and is the Founder
+and Managing Partner of V3 Capital Partners, a private investment
+firm focused on early-stage companies primarily in the consumer
+products industry, and Co-Manager of Red Fortune Fund, aprivate
+equity fund based in Hong Kong. Mr. Cohen also is the Founder of
+Petro River Oil, LLC and Chairman of Petro River Oil Corp. (OTCBB:
+PTRC), a publicly traded oil and gas producer with assets in Kansas
+and Oklahoma, and Petro Spring, a global oil and gas technology
+solutions provider. Prior to creating V3 Capital Partners, Mr.
+Cohen was the Founder and Managing Partner at Iroquois Capital
+Opportunity Fund, a special situations private equity investment
+fund, and a Co-Founder of Iroquois Capital, a hedge fund with
+investments in small and micro-cap private and public companies.
+Mr. Cohen currently serves as a director on the Board of Directors
+of Wrap Technologies, Inc. (NASDAQ: WRTC), and is active in
+philanthropic activities with numerous charities including the
+Jewish Enrichment Council. Mr. Cohen received a Bachelor of Science
+degree from Ohio University in 1991.
+
+ 
+
+The
+Board of Directors believes Mr. Cohen s success with multiple
+private investment firms, his extensive contacts within the
+investment community, and his financial expertise will assist the
+Company s efforts to expand and to implement its business
+plan.
+
+ 
+
+ 
+
+ 
+
+-57-
+
+ 
+
+ 
+
+ 
+
+Keith Stump,
+Director. Mr. Stump has over 35 years of sales and
+management experience. He joined Charlie s in January 2018 as a
+Strategic Advisor, where he has predominantly focused on sales,
+marketing and scaling the business, including through
+organizational alignments, process improvement,
+leadership/management training and development. Prior to joining
+Charlie s, Mr. Stump
+served as a partner and Vice President of Sales in Blue
+Technologies, Inc., an office technology and Managed IT Service
+provider headquartered in Cleveland, Ohio, which he co-founded in
+1995. While at Blue Technologies, Inc., Mr. Stump was responsible
+for the sales performance of the company s five divisions,
+along with operational oversight. His duties included P&L
+responsibility for all product divisions, leadership training and
+development, new product and service offerings, enterprise account
+selling, amongst other duties. Mr. Stump was instrumental in
+helping Blue Technologies, Inc. become one of the Top 10 Konica
+Minolta providers in the country, as well as one of the Top 75
+Office Technologies Dealers in the United States. Mr. Stump serves
+on several not-for-profit boards, which serve those in recovery
+from addiction and developmental disabilities.
+
+ 
+
+The
+Board of Directors believes that Mr. Stump s sales,
+marketing, management experience and industry experience, as well
+as entrepreneurial experience, will be valuable to the Board as it
+manages the Company s anticipated continued
+growth. 
+
+ 
+
+Jeffrey
+Fox, Director. Mr. Fox has been
+a leading business strategist, brand marketing authority and
+general management executive for some of the world's largest
+restaurant and consumer companies including roles as Chief Brand
+& Concept Officer for Pizza Hut, Co-founder of Collider LLC, a
+cultural marketing strategy firm, Managing Director of the
+California office of advertising agency Foote, Cone and Belding
+(FCB), various positions with the Yum! Brands and within Sony's
+interactive and PlayStation video game divisions, and Hill &
+Knowlton Public Relations. Jeff is currently a member of two board
+of directors -- Cicis Pizza and Flix Brewhouse. Jeff holds a
+bachelor's degree in Journalism from San Diego State University and
+received a master's degree in Mass Communications from California
+State University, Northridge. 
+
+ 
+
+The Board of
+Directors believes that Mr. Fox s strong experience in
+brand building across several diverse Fortune 100 consumer product
+companies will be significantly valuable to the Company as it
+continues to rapidly grow its product offerings and launch new
+brands and products around the world.
+
+ 
+
+Other
+than as described above, there have been no events under any
+bankruptcy act, no criminal proceedings and no judgments or
+injunctions material to the evaluation of the ability and integrity
+of any director or nominee set forth above during the past ten
+years.
+
+ 
+
+ Subsequent to
+the year ended December 31, 2018, and effective April 26, 2019 upon
+consummation of the Share Exchange, Ms. Cappello and Messrs. Greco
+and LeVecke (collectively, the Former Directors ) resigned from
+their positions as directors on the Company s Board, leaving
+Messrs. Sherman and Cohen as the remaining directors. In addition,
+Ryan and Brandon Stump were appointed as new directors immediately
+after the resignations of the Former Directors. Certain disclosure which follows regarding
+corporate governance refers to the Company s Board and
+corporate governance policies and procedures prior to the
+resignation of the Former Directors, and does not reflect the
+Company s corporate governance policies and procedures
+subsequent to such resignations.
+
+ 
+
+Board of Directors;
+Attendance at
+Meetings
+
+ 
+
+The Board held five meetings
+and acted by unanimous written consent three times
+during the year ended December 31, 2019. Each director attended at
+least 75% of Board meetings during the year ended December 31,
+2019. We have no formal policy with respect to the attendance of
+Board members at annual meetings of shareholders, but encourage all
+incumbent directors and director nominees to attend each annual
+meeting of shareholders.
+
+ 
+
+Independent Directors
+
+ 
+
+The
+Board has determined that Messrs. Cohen and Fox may be considered
+independent directors as defined by the rules and regulations of
+the Nasdaq Stock Market.
+
+ 
+
+In
+addition, the Board has determined that Mr. Cohen satisfies the
+definition of an audit committee financial expert 
+under SEC rules and regulations. This designation does not impose
+any duties, obligations or liabilities on Mr. Cohen that are
+greater than those generally imposed on them as members of the
+Audit Committee and the Board, and his designation as an audit
+committee financial expert does not affect the duties, obligations
+or liability of any other member of the Audit Committee or the
+Board.
+
+ 
+
+Board Committees and Charters
+
+ 
+
+As of December 31, 2019, the Board had a standing
+Audit Committee. Currently, the Board does not have an active
+Compensation Committee or Nominating and Corporate Governance
+Committee. Instead, the full Board currently administers the duties
+of each of these committees, and will likely do so for the
+foreseeable future. Written charters for each of the Board s
+active committees are available on the Company s website at
+www.irdirect.net/CHUC/ and by clicking on the
+ Corporate
+Governance 
+tab.
+
+ 
+
+ 
+
+ 
+
+-58-
+
+ 
+
+ 
+
+ 
+
+Audit Committee
+
+ 
+
+As of December 31,
+2019, the Audit Committee consisted of Messrs. Scot Cohen (Chair)
+and Jeff Fox. The Audit Committee met
+two times during the year ended December 31,
+2019.
+
+ 
+
+The
+Audit Committee assisted the Board in fulfilling its legal and
+fiduciary obligations in matters involving the Company s
+accounting, auditing, financial reporting, internal control and
+legal compliance functions by approving the services performed by
+the Company s independent accountants and reviewing their
+reports regarding the Company s accounting practices and
+systems of internal accounting controls. The Audit Committee was
+responsible for the appointment, compensation, retention and
+oversight of the independent accountants and for ensuring that the
+accountants are independent of management.
+
+ 
+
+Compensation Committee
+
+ 
+
+As noted above, the
+Board currently does not have an active compensation committee.
+Instead, the full Board currently
+administers the duties that are typically allocated to the
+compensation committee, and will likely do so for the foreseeable
+future.
+
+ 
+
+Nominating and Corporate Governance Committee
+
+ 
+
+As noted above, the
+Board currently does not have an active nominating and corporate
+governance committee. Instead, the
+full Board currently administers the duties that are typically
+allocated to the nominating and corporate governance
+committee, and will likely do so for
+the foreseeable future.
+
+ 
+
+Board Leadership Structure
+
+ 
+
+The Board does not
+have a policy regarding the separation of the roles of the Chief
+Executive Officer and Chairman of the Board, as the Board believes
+it is in the best interest of the Company s and its
+stockholders to make that determination based on the position and
+director of the Company and the membership of the Board from time
+to time.
+
+ 
+
+Upon
+consummation of the Share Exchange, Brandon Stump was appointed as
+the Company s Principal Executive Officer, and shortly
+thereafter was appointed as Chairman of the Board. The Board felt
+that this was in the Company s and its stockholder s
+best interests under the circumstances due to Brandon Stump s
+knowledge and experience in the vapor market and due to the fact
+that he is the co-founder and Chief Executive Officer of
+Charlie s. As of December 31, 2019, Mr. Stump continued to
+serve both as the Company s Chief Executive Officer and as
+Chairman of the Board.
+
+ 
+
+ 
+
+ 
+
+-59-
+
+ 
+
+ 
+
+Board Role in Risk Assessment
+
+ 
+
+Management,
+in consultation with outside professionals, as applicable,
+identifies risks associated with the Company s operations,
+strategies and financial statements. In addition, risk assessment
+was also performed through periodic reports received by the Audit
+Committee from management, counsel and the Company s
+independent registered public accountants relating to risk
+assessment and management. Audit Committee members met privately in
+executive sessions with representatives of the Company s
+independent registered public accountants during and prior to the
+year ended December 31, 2019. The Board also provides risk
+oversight through its periodic reviews of the financial and
+operational performance of the Company.
+
+ 
+
+Code of Ethics
+
+ 
+
+We
+have adopted a Code of Ethics that applies to all of our directors,
+officers and employees, a copy of which was attached as an exhibit
+to our Annual Report on Form 10-K, filed with the SEC on April 1,
+2019.
+
+ 
+
+Section 16(a) Beneficial Ownership Reporting
+Compliances
+
+ 
+
+Section 16(a) of the Exchange Act requires our
+officers, directors, and persons who beneficially own more than ten
+percent of our common stock to
+file reports of ownership and changes in ownership with the SEC.
+Officers, directors, and greater-than-ten-percent stockholders are
+also required by the SEC to furnish us with copies of all Section
+16(a) forms that they file.
+
+ 
+
+Based
+solely upon a review of these forms that were furnished to us, we
+believe that each of our officers and directors failed to timely
+file at least one report due under Section 16(a) during the year
+ended December 31, 2019.
+
+ 
+
+ 
+
+ 
+
+ 
+
+-60-
+
+ 
+
+ 
+
+EXECUTIVE COMPENSATION
+
+ 
+
+Summary Compensation Table
+
+ 
+
+The
+following table sets forth the compensation paid to the following
+persons for our fiscal years ended December 31, 2019 and
+2018:
+
+ 
+
+(a)
+
+our
+principal executive officer;
+
+ 
+
+ 
+
+(b)
+
+our most highly compensated executive officers who
+were serving as an executive officer at the end of the fiscal year
+ended December 31, 2019 who had total compensation exceeding
+$100,000 (together, with the principal executive officer, the
+ Named Executive
+Officers );
+and
+
+ 
+
+ 
+
+(c)
+
+any
+additional individuals who would have been considered Named
+Executive Officers, but for the fact that they were not serving in
+such capacity at the end of our most recently completed fiscal
+year.
+
+ 
+
+Name
+and Principal
+Position
+
+ 
+
+Year
+
+ 
+
+ 
+ 
+
+Salary
+
+($)
+
+ 
+
+ 
+ 
+
+Bonus ($)
+
+ 
+
+ 
+ 
+
+Option Awards
+
+($)(1)
+
+ 
+
+ 
+ 
+
+Total ($)
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+Brandon Stump
+(2)
+
+2019
+
+ $ 333,330 
+
+ $ 
+(3)
+
+ $ 
+(3)
+
+ $ 333,330 
+
+Chief Executive Officer and Chairman of the Board
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Ryan Stump
+(4)
+
+2019
+
+ $ 333,330 
+
+ $ 
+(3)
+
+ $ 
+(3)
+
+ $ 333,330 
+
+Chief Operating Officer
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+David Allen
+(5)
+
+2019
+
+ $ 93,750 
+
+ $ 
+
+ $ 43,500 
+
+ $ 137,250 
+
+Chief Financial Officer
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Robert Van Boerum (6)
+
+2019
+
+ $ 67,500 
+
+ $ 
+
+ $ 
+
+ $ 67,500 
+
+Former Principal Executive Officer and Principal Financial
+Officer
+
+2018
+
+ $ 103,654 
+
+ $ 
+
+ $ 9,517 
+
+ $ 113,171 
+
+ 
+
+(1)
+
+The
+amounts in the Option Awards columns do not represent
+any cash payments actually received by the individuals listed in
+the table with respect to any of such stock options awarded to them
+during the year ended December 31, 2019. Rather, the amounts
+represent the aggregate grant date fair value of options awards to
+the individuals listed in the table during the year ended December
+31, 2019, computed in accordance with the Financial Accounting
+Standards Board s Accounting Standards Codification Topic
+718, Compensation Stock Compensation. 
+
+ 
+
+ 
+
+(2)
+
+Mr. Stump was
+appointed to serve as the Company s Chief Executive Officer
+and as a director on the Board on April 26, 2019 in connection with
+the Share Exchange, effective immediately following Mr. Van
+Boerum s resignation as Principal Executive
+Officer.
+
+ 
+
+ 
+
+(3)
+
+During the year
+ended December 31, 2019, the Company accrued expenses for amounts
+payable at the time pursuant to the B. Stump Employment Agreement
+(defined below) and the R. Stump Employment Agreement (defined
+below), the terms of which are summarized below.
+
+ 
+
+The Company and
+each of Messrs. Stump and Stump are currently negotiating proposed
+amendments to the respective employment agreements, including
+modifying bonus amounts and equity awards that may be issued to
+each of Messrs. Stump and Stump for performance during the year
+ended December 31, 2019. As such, the amounts that may be awarded
+to Messrs. Stump and Stump for performance during the year ended
+December 31, 2019 are not yet certain.
+
+ 
+
+ 
+
+(4) 
+
+Mr. Stump was
+appointed to serve as the Company s Chief Operating Officer
+and as a director on the Board on April 26, 2019 in connection with
+the Share Exchange.
+
+ 
+
+ 
+
+(5)
+
+Mr. Allen was
+appointed to serve as the Company s Chief Financial Officer
+on April 26, 2019 in connection with the Share Exchange, effective
+immediately following Mr. Van Boerum s resignation as
+Principal Financial Officer.
+
+ 
+
+ 
+
+(6) 
+
+Mr.
+Van Boerum was appointed to serve as the Company s Principal
+Executive Officer and Principal Financial Officer effective May 15,
+2018, and resigned from such positions on April 26, 2019, effective
+upon consummation of the Share Exchange. Mr. Van Boerum currently
+provides consulting services to the Company in order to aid in the
+transition of the Company and its management as a result of the
+Share Exchange.
+
+ 
+
+ 
+
+ 
+
+-61-
+
+ 
+
+ 
+
+ 
+
+Employment Agreements
+
+ 
+
+Brandon
+Stump. On April 26, 2019, in
+connection with the Share Exchange and his appointment as Chief
+Executive Officer, the Company and Brandon Stump entered into an
+employment agreement (the B. Stump Employment
+Agreement ) pursuant to
+which (i) Mr. Stump serves as the Company s Chief Executive
+Officer, initially for a term of three years, renewable for
+one-year periods thereafter; (ii) Mr. Stump is subject to a
+non-competition requirement for three years after his termination;
+(iii) Mr. Stump is subject to a non-solicitation requirement for
+one year after his termination, and be entitled to receive the
+following compensation for his services as Chief Executive Officer:
+(a) an annual base salary of $500,000, which shall increase on an
+annual basis by an amount not less than $25,000 per year, as
+determined by the Compensation Committee of the Company s
+Board of Directors, (b) an annual cash bonus of up to $750,000 per
+year, which cash bonus will be determined based on the
+Company s achievement of audited gross revenue targets of
+$35.0 million per year, as more particularly set forth in the B.
+Stump Employment Agreement, (c) certain milestone based bonuses,
+(d) an annual award of shares of Common Stock having an aggregate
+value equal to one-half of Brandon Stump s annual base salary
+in effect for such year, which shares shall vest quarterly in equal
+amounts over a three year period commencing on the issuance date,
+(e) participation in the Company s retirement plan, if any,
+(f) reimbursement of all reasonable business-related expenses
+incurred by Brandon Stump, (e) full health insurance coverage for
+he and his dependents, and at least $5.0 million of life insurance,
+(g) 21 paid vacation days per year, and (h) a monthly automobile
+allowance of $750 per month.
+
+The Company may terminate the B. Stump Employment
+Agreement in the event of Brandon Stump s death or
+disability, or for Cause, as defined in the B. Stump Employment
+Agreement; provided,
+however, that at no time may
+the Company terminate him without Cause. Brandon Stump may
+terminate the B. Stump Employment Agreement at any time for any
+reason. In the event that his employment is terminated by him
+without Good Reason, as defined in the B. Stump Employment
+Agreement, or by the Company for Good Cause as a result of a Change
+in Control, he shall be entitled to the following compensation: (i)
+any earned but unpaid salary through the termination date, (ii)
+unpaid and unreimbursed expenses, (iii) earned but unpaid bonuses,
+and (iv) any accrued vacation days; provided,
+however, that in the event that
+the B. Stump Employment Agreement is terminated by Brandon Stump
+for any reason, he shall also be entitled to one year s
+severance, consisting of one year s base salary, milestone
+bonuses and certain other benefits. In the event his employment is
+terminated by the Company without Cause or Brandon Stump terminates
+it for Good Reason, as defined in the B. Stump Employment
+Agreement, then he shall be entitled to the following compensation:
+(i) all amounts due to him through the termination date, (ii) full
+vesting of any and all previously granted equity-based incentive
+awards, and (iii) health insurance coverage for a period of 18
+months after the termination date. In addition, effective upon a
+Change in Control, regardless of whether the B. Stump Employment
+Agreement is terminated, his base salary for the year in which the
+Change in Control occurred and any years thereafter shall
+automatically increase by 20% and the milestone bonuses shall
+automatically decrease by 30%.
+
+ 
+
+As noted in the
+footnotes to the Summary Compensation table above, during the year
+ended December 31, 2019, the Company accrued expenses for amounts
+payable at the time pursuant to the B. Stump Employment Agreement.
+However, the Company and each of Mr. Stump are currently
+negotiating proposed amendments to the B. Stump Employment
+Agreement, including modifying bonus amounts and equity awards that
+may be issued to Mr. Stump for performance during the year ended
+December 31, 2019.
+
+ 
+
+Ryan Stump. On April 26, 2019, in connection with the Share
+Exchange and his appointment as Chief Operating Officer, the
+Company and Ryan Stump entered into an employment agreement (the
+ R.
+Stump Employment Agreement ), pursuant to which (i) Mr. Stump serves
+as the Company s Chief Operating Officer for a term of three
+years, renewable for one-year periods thereafter, during which time
+he shall report to the Company s Chief Executive Officer;
+(ii) Mr. Stump is subject to a non-competition requirement for
+three years after his termination; (iii) Mr. Stump is subject to a
+non-solicitation requirement for one year after his termination,
+and be entitled to receive the following compensation for his
+services as Chief Operating Officer: (a) an annual base salary of
+$500,000, which shall increase on an annual basis by amount that is
+not less than $25,000 per year, as determined by the Compensation
+Committee of the Company s Board of Directors, (b) an annual
+cash bonus of up to $750,000 per year, which cash bonus will be
+determined based on the Company s achievement of a gross
+revenue target of $35.0 million per year, as more particularly set
+forth in the R. Stump Employment Agreement, (c) certain milestone
+based bonuses, (d) an annual award of shares of Common Stock having
+an aggregate value equal to one-half of Ryan s annual base
+salary in effect for such year, which shares shall vest quarterly
+in equal amounts over a three year period commencing on the
+issuance date, (e) participation in the Company s retirement
+plan, if any, (f) reimbursement of all reasonable business-related
+expenses incurred by Ryan Stump, (e) full health insurance coverage
+for he and his dependents, and at least $5.0 million of life
+insurance, (g) 21 paid vacation days per year, and (h) a monthly
+automobile allowance of $750 per month.
+
+ 
+
+The Company may terminate the R. Stump Employment
+Agreement in the event of Ryan Stump s death or disability,
+or for Cause, as defined in the R. Stump Employment
+Agreement; provided,
+however, that at no time may
+the Company terminate him without Cause. Ryan Stump may terminate
+the R. Stump Employment Agreement at any time for any reason. In
+the event that his employment is terminated by him without Good
+Reason, as defined in the R. Stump Employment Agreement, or by the
+Company for Good Cause as a result of a Change in Control, he shall
+be entitled to the following compensation: (i) any earned but
+unpaid salary through the termination date, (ii) unpaid and
+unreimbursed expenses, (iii) earned but unpaid bonuses, and (iv)
+any accrued vacation days; provided,
+however, that in the event that
+the R. Stump Employment Agreement is terminated by Ryan Stump for
+any reason, he shall also be entitled to one year s
+severance, consisting of one year s base salary, milestone
+bonuses and certain other benefits. In the event that his
+employment is terminated by the Company without Cause or he
+terminates it for Good Reason, as defined in the R. Stump
+Employment Agreement, then Ryan Stump shall be entitled to the
+following compensation: (i) all amounts due to him through the
+termination date, (ii) full vesting of any and all previously
+granted equity-based incentive awards, and (iii) health insurance
+coverage for a period of 18 months after the termination date. In
+addition, effective upon a Change in Control, regardless of whether
+the R. Stump Employment Agreement is terminated, his base salary
+for the year in which the Change in Control occurred and any years
+thereafter shall automatically increase by 20% and the milestone
+bonuses shall automatically decrease by 30%.
+
+ 
+
+As noted in the
+footnotes to the Summary Compensation table above, during the year
+ended December 31, 2019, the Company accrued expenses for amounts
+payable at the time pursuant to the R. Stump Employment Agreement.
+However, the Company and each of Mr. Stump are currently
+negotiating proposed amendments to the R. Stump Employment
+Agreement, including modifying bonus amounts and equity awards that
+may be issued to Mr. Stump for performance during the year ended
+December 31, 2019.
+
+ 
+
+Certain
+Relationships and Related Transactions
+
+ 
+
+On November 19,
+2019, Charlie s entered into commercial lease for the
+Company s corporate headquarters in Costa Mesa, California
+(the Lease )
+with Brandon Stump, Ryan Stump and Keith Stump. Messrs. Stump,
+Stump and Stump purchased the property that is the subject of the
+Lease in July 2019. The Lease, which was effective as of September
+1, 2019, on a month to month basis, has been formalized to have a
+term of five years and a base rent rate of $22,940 per month, which
+rate is subject to annual adjustments based on the consumer price
+index, as may be mutually agreed upon by the parties to the Lease.
+The terms of the Lease were negotiated and approved by the
+independent members of the Board, and executed by Mr. David Allen,
+the Company s Chief Financial Officer after reviewing a
+detailed analysis of comparable properties and rent rates compiled
+by an independent, third-party consultant.
+
+ 
+
+ 
+
+ 
+
+-62-
+
+ 
+
+ 
+
+ 
+
+Director Compensation
+
+The Company s Director Compensation Plan
+currently provides that non-employee directors
+( Outside
+Directors ) receive (a) a
+$60,000 annual retainer, payable in equal monthly installments in
+cash and (b) reimbursement for expenses related to Board meeting
+attendance and committee participation. In addition, directors
+receive a one-time grant of an option to purchase 25 million shares
+of the Company s common stock at an exercise price equal to
+the closing price of the Company s common stock on the date
+of issuance, as reported on the OTC Pink Market. Directors that
+were also employees of the Company did not receive additional
+compensation for serving on the Board.
+
+ 
+
+From January 1,
+2019 until the Share Exchange, the Company suspended all director
+compensation plans and stopped accruing any expense related to
+director compensation. Accordingly, only those directors identified
+in the table below received compensation as directors of the
+Company during the year ended December 31, 2019.
+
+ 
+
+The following table discloses certain information
+concerning the compensation of the Company s non-employee
+directors for the year ended December 31,
+2019: 
+
+ 
+
+Name
+
+ 
+
+Fees Earned or
+
+Paid in Cash
+
+($)
+
+ 
+
+ 
+
+Option
+
+Awards
+
+($)(1)
+
+ 
+
+ 
+
+Total
+
+($)
+
+ 
+
+Scot Cohen (2) 
+
+ $ 
+
+ $ 
+
+ $ 
+
+Jeff Fox (3)
+
+ $ 35,000 
+
+ 72,500(4) 
+
+ $ 107,500 
+
+ 
+
+(1)
+
+The
+amounts in the Option Awards columns do not represent
+any cash payments actually received by the individuals listed in
+the table with respect to any of such stock options awarded to them
+during the year ended December 31, 2019. Rather, the amounts
+represent the aggregate grant date fair value of options awards to
+the individuals listed in the table during the year ended December
+31, 2019, computed in accordance with the Financial Accounting
+Standards Board s Accounting Standards Codification Topic
+718, Compensation Stock Compensation.
+
+ 
+
+ 
+
+(2)
+
+Mr.
+Cohen did not receive any compensation from the Company in
+connection with his service on the Company s Board of
+Directors during the year ended December, 31 2019.
+
+ 
+
+ 
+
+(3)
+
+Mr.
+Fox joined the Company s Board of Directors on July 22, 2019.
+Accordingly, compensation identified herein consists of the initial
+stock option grant issued to Mr. Fox in connection with his
+appointment, as well as fees earned for his service from July 22,
+2019 through December 31, 2019.
+
+ 
+
+ 
+
+(4)
+
+Options
+awarded to Mr. Fox during the year ended December 31, 2019 consist
+of stock options to purchase up to 25.0 million shares of the
+Company s common stock at an exercise price of $0.0044313 per
+share. The stock options granted to Mr. Fox become exercisable upon
+vesting and will vest annually, in equal installments, over a
+three-year period beginning on June 1, 2020.
+
+ 
+
+Outstanding Equity Awards as of December 31, 2019
+
+ 
+
+The
+following table sets forth all equity awards held by our Named
+Executive Officers at December 31, 2019:
+
+ 
+
+Name
+
+ 
+Number
+of Securities Underlying Unexercised Options and
+Warrants
+
+(#)
+Exercisable
+
+ 
+
+ 
+Number
+of Securities
+
+Underlying
+Unexercised Options and Warrants
+
+(#)
+Unexercisable
+
+ 
+
+ 
+ 
+
+Exercise
+
+Price
+
+($)
+
+ 
+
+ 
+ 
+
+ 
+
+Expiration
+
+Date
+
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+Brandon
+Stump
+
+ 
+
+ 
+
+ 
+
+ 
+
+David
+Allen
+
+ 
+
+ 15,000,000(1) 
+
+ $0.0044313 
+
+ 
+10/28/2029
+
+ 
+
+Ryan
+Stump
+
+ 
+
+ 
+
+ 
+
+ 
+
+Robert
+VanBoreum
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+(1)
+
+Represents
+an option to purchase shares of the Company s common stock at
+$0.0044313 per share granted on October 28, 2019. The stock
+options granted to Mr. Allen become exercisable upon vesting and
+will vest annually, in equal installments, over a three-year period
+beginning on June 1, 2020.
+
+ 
+
+ 
+
+-63-
+
+ 
+
+ 
+
+ 
+
+Equity Compensation Plan Information
+
+ 
+
+The
+following table includes information as of December 31, 2019 for
+our equity compensation plans:
+
+ 
+
+Plan category
+
+ 
+
+Number of securities to be issued upon exercise of outstanding
+options, warrants and rights
+
+ 
+
+ 
+
+Weighted-average exercise price of outstanding options,
+warrants and rights
+
+ 
+
+ 
+
+Number of securities remaining available for future issuance under
+equity compensation plans (excluding securities reflected in column
+(a))
+
+ 
+
+ 
+
+ 
+
+(a)
+
+ 
+
+ 
+
+(b)
+
+ 
+
+ 
+
+(c)
+
+ 
+
+Equity
+compensation plans approved by stockholders
+
+ 801,324,826 
+
+ $ 0.0044313 
+
+ 367,754,205 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Equity
+compensation plans not approved by stockholders
+
+ 
+
+ $ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Total
+
+ 801,324,826 
+
+ $ 0.0044313 
+
+ 367,754,205 
+
+ 
+
+2013 Stock Incentive
+Plan. The 2013 Stock Incentive
+Plan (the 2013 Plan ) was adopted by the Company s Board
+of Directors on December 31, 2013. The 2013 Plan initially reserved
+for issuance 20.0 million shares of common stock
+for issuance to all employees
+(including, without limitation, officers and directors who are also
+employees) of the Company or any subsidiary of the Company (each a
+ Subsidiary ), any non-employee director, consultants
+and independent contractors of the Company or any Subsidiary, and
+any joint venture partners (including, without limitation,
+officers, directors and partners thereof) of the Company or any
+Subsidiary. Awards under the 2013 Plan may be made in the form of:
+(i) incentive stock options within the meaning of Section 422 of
+the Internal Revenue Code of 1986, as amended, once the 2013 Plan
+has been approved by a majority of the Company s
+stockholders; (ii) stock options that do not qualify as incentive
+stock options; and/or (iii) awards of shares that are subject to
+certain restrictions specified in the 2013 Plan. On May 8, 2019,
+the Board of Directors authorized increasing the number of shares
+reserved for issuance under the plan to a total of 65.0 million
+shares of common stock and to
+ratify the issuance of any and all awards made prior to that date,
+subject to stockholder approval.
+
+ 
+
+During
+the year ended December 31, 2018, the Company did not issue any
+restricted stock awards pursuant to the 2013 Plan; however, the
+Company issued an aggregate total of 34,652,903 stock option awards
+pursuant to the 2013 Plan during the 2018 fiscal year.
+
+ 
+
+Subsequent to the
+year ended December 31, 2018, on May 16, 2019, the Board approved
+an amendment to all of the outstanding stock options held by Mr.
+Sherman that were issued under the 2013 Plan, in the aggregate
+amount of 35,971,988, to extend the expiration date of such stock
+options by five years.
+
+ 
+
+As of the date of the Share Exchange, April 26, 2019, a total of
+approximately 91.7 million awards were issued under 2013 Plan,
+consisting entirely of outstanding stock options. As of December
+31, 2019, approximately 61.8 million of these stock options remain
+vested and exercisable.
+
+ 
+
+The Company will not grant any additional awards or shares of
+common stock under the Prior Plan beyond those that are currently
+outstanding.
+
+ 
+
+2019 Omnibus Incentive
+Plan. The 2019 Omnibus
+Incentive Plan (the 2019 Plan ) was adopted by the Company s Board
+of Directors on May 8, 2019, subject to stockholder approval and
+registration or qualification of the shares subject to the 2019
+Plan with the federal and state securities authorities. The 2019
+Plan reserved for issuance approximately 1.1 billion shares
+of common stock for issuance to
+all employees (including, without limitation, officers and
+directors who are also employees) of the Company or any Subsidiary,
+any non-employee director, consultants and independent contractors
+of the Company or any Subsidiary, and any joint venture partners
+(including, without limitation, officers, directors and partners
+thereof) of the Company or any Subsidiary. Awards under the 2019
+Plan may be made in the form of: (i) incentive stock options within
+the meaning of Section 422 of the Internal Revenue Code of 1986, as
+amended, once the 2019 Plan has been approved by a majority of the
+Company s stockholders; (ii) stock options that do not
+qualify as incentive stock options; and/or (iii) awards of shares
+that are subject to certain restrictions specified in the 2019
+Plan.
+
+ 
+
+As of December 31,
+2019, there were a total of 739,500,000 stock options issued
+pursuant to the 2019 Plan, none of which have vested.
+
+ 
+
+Post-Employment Compensation, Pension Benefits, Nonqualified
+Deferred Compensation
+
+ 
+
+There
+were no post-employment compensation, pension or nonqualified
+deferred compensation benefits earned by the Named Executive
+Officers during the year ended December 31, 2019.
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+-64-
+
+ 
+
+ 
+
+USE OF
+PROCEEDS
+
+ 
+
+We are filing the
+registration statement of which this prospectus forms a part to
+permit holders of the shares of our common stock described in the
+section entitled Selling Stockholders to resell such
+shares. We will not receive any proceeds from the resale of any
+shares offered by this prospectus by the selling
+stockholders.
+
+ 
+
+ 
+
+ 
+
+-65-
+
+ 
+
+ 
+
+MARKET FOR
+COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
+
+ 
+
+ 
+
+Our common stock is traded on the OTC Pink Marketplace under the
+symbol CHUC. Prior to July 3, 2019, our common stock
+was traded on the OTC Pink Marketplace under the symbol
+ TRUU. 
+
+ 
+
+The following table sets forth high and low sales
+prices for our common stock for
+the calendar quarters indicated as reported by the OTC Pink
+Marketplace. These prices represent quotations between dealers
+without adjustment for retail markup, markdown, or commission and
+may not represent actual transactions.
+
+ 
+
+ 
+
+High
+
+ 
+
+ 
+
+Low
+
+ 
+
+2020
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+First
+Quarter ended March 31, 2020 (through January 21,
+2020)
+
+ $ 0.002 
+
+ $ 0.0018 
+
+ 
+
+ 
+
+ 
+
+2019
+
+ 
+
+ 
+
+First
+Quarter ended March 31, 2019
+
+ $ 0.01 
+
+ $ 0.002 
+
+Second
+Quarter ended June 30, 2019
+
+ $ 0.08 
+
+ $ 0.004 
+
+Third
+Quarter ended September 30, 2019
+
+ $ 0.04 
+
+ $ 0.0042 
+
+Fourth
+Quarter ended December 31, 2019
+
+ $ 0.013 
+
+ $ 0.0014 
+
+ 
+
+ 
+
+ 
+
+2018
+
+ 
+
+ 
+
+First
+Quarter ended March 31, 2018
+
+ $ 0.03 
+
+ $ 0.01 
+
+Second
+Quarter ended June 30, 2018
+
+ $ 0.03 
+
+ $ 0.01 
+
+Third
+Quarter ended September 30, 2018
+
+ $ 0.01 
+
+ $ 0.01 
+
+Fourth
+Quarter ended December 31, 2018
+
+ $ 0.01 
+
+ $ 0.01 
+
+ 
+
+Holders
+
+ 
+
+At January 17, 2020,
+there were 18,973,827,540 shares of our common
+stock outstanding, and approximately 476 stockholders of record.
+At January 17, 2020, there were 204,560 shares of
+our Series A Preferred outstanding held by approximately 120
+stockholders of record.
+
+ 
+
+Transfer Agent
+
+ 
+
+Our Transfer Agent and Registrar for our
+common stock is Corporate Stock
+Transfer located in Denver, Colorado.
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+-66-
+
+ 
+
+ 
+
+SECURITY
+OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
+
+ 
+
+The Company currently has two classes of voting
+securities issued and outstanding: (i) common stock
+and (ii) Series A Preferred. The
+following tables contain the beneficial ownership of our
+outstanding voting securities owned by:
+
+ 
+
+ 
+
+(i) 
+
+Each
+of our officers and directors;
+
+ 
+
+ 
+
+(ii)
+
+All
+officer and directors as a group; and
+
+ 
+
+ 
+
+(iii) 
+
+Each person known by us to beneficially own five
+percent or more of the outstanding shares of our Series A Preferred
+and common stock.
+
+ 
+
+Percent ownership is calculated based on
+204,560 shares of Series A Preferred and 18,973,827,540 shares common stock outstanding as of January 17, 2020.
+
+ 
+
+For purposes of
+this section, beneficial ownership is determined in accordance with
+the rules of the SEC. In computing the number of shares
+beneficially owned by a person and the percentage of ownership by
+that person in each table below, shares of voting common stock
+subject to rights held by that person to acquire such shares
+currently or within 60 days are deemed outstanding. Such shares are
+not deemed outstanding for the purpose of computing the percentage
+of ownership by any other person.
+
+ 
+
+ 
+
+ 
+
+-67-
+
+ 
+
+ 
+
+Beneficial Ownership of Series A Preferred
+
+ 
+
+Name and Address (1) 
+
+ 
+Series
+A Convertible Preferred Stock
+
+ 
+
+ 
+%
+Ownership of Class
+
+ 
+
+Executive Officers and Directors
+
+Scot Cohen
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+Director
+
+ 3,750 
+
+ 1.8%
+
+Keith
+Stump 
+
+ 
+
+ 
+
+Director
+
+ 3,000 
+
+ 1.5%
+
+Total Officers and Directors 
+
+ 6,750 
+
+ 3.3%
+
+Greater Than 5% Stockholders
+
+Red Beard Holdings, LLC
+(2)
+
+ 
+
+ 
+
+17595
+Harvard Avenue, Suite C511
+
+ 
+
+ 
+
+Irvine,
+California 92614
+
+ 33,750 
+
+ 16.4%
+
+Iroquois Capital Management,
+LLC (3)
+
+ 
+
+ 
+
+125
+Park Avenue, 25th Floor
+
+ 
+
+ 
+
+New
+York, New York 10017
+
+ 32,813 
+
+ 15.9%
+
+Hudson Bay Capital Management,
+LP (4)
+
+ 
+
+ 
+
+777
+Third Avenue, 30th Floor
+
+ 
+
+ 
+
+New
+York, New York 10017
+
+ 11,250 
+
+ 5.5%
+
+SDS Capital Partners II,
+LLC (5)
+
+ 
+
+ 
+
+500
+Summer Street, Suite 405
+
+ 
+
+ 
+
+Stamford,
+Connecticut 06901
+
+ 11,250 
+
+ 5.5%
+
+Altium Growth Fund,
+LP (6)
+
+ 
+
+ 
+
+551
+Fifth Avenue, 19th Floor
+
+ 
+
+ 
+
+New
+York, New York 10176
+
+ 11,025 
+
+ 5.3%
+
+ 
+
+(1)
+
+Each
+of the Company s officers and directors who will not hold
+shares of Series A Preferred were excluded from this table. Unless
+otherwise indicated, the address for each stockholder is 1007
+Brioso Drive, Costa Mesa, California 92627.
+
+ 
+
+ 
+
+(2)
+
+Based on Company records as of January
+17, 2020. Mr. Smith is a manager of Red Beard, and
+has dispositive power and voting power over the securities reported
+herein.
+
+ 
+
+(3)
+
+Based on Company records and ownership information
+from Schedule 13G filed by Iroquois Capital Management, LLC
+( Iroquois Capital
+Management ), Mr. Richard
+Abbe and Ms. Kimberly Page on May 24, 2019. Mr. Abbe shares
+authority and responsibility for the investments made on behalf of
+Iroquois Master Fund with Ms. Kimberly Page, each of whom is a
+director of the Iroquois Master Fund. As such, Mr. Abbe and Ms.
+Page may each be deemed to be the beneficial owner of the shares of
+Series A Preferred reported herein.
+
+ 
+
+(4)
+
+Based on Company records as of January
+
+17,
+2020. Sander Gerber, Authorized Signor for Hudson Bay Capital
+Management, LP may be deemed to be the beneficial owner of all
+shares of common stock underlying the common stock held by Hudson Bay Capital Management,
+LP.
+
+ 
+
+(5)
+
+Based on Company records as of January
+
+17,
+2020. Steve Derby, Managing Member of SDS Capital Partners II, LLC
+may be deemed to be the beneficial owner of all shares of
+common stock underlying the
+common stock held by SDS Capital
+Partners II, LLC.
+
+ 
+
+(6)
+
+Based on Company records as of January
+17, 2020. Jacob Gottlieb, Chief
+Executive Officer of Altium Growth Fund, LP may be deemed to be the
+beneficial owner of all shares of common stock underlying the common stock held by Altium Growth Fund,
+LP.
+
+ 
+
+Beneficial Ownership of Common Stock
+
+ 
+
+Name,
+Address and Title (if applicable) (1)
+
+ 
+Shares
+of Common Stock
+
+ 
+
+ 
+Shares
+Issuable Upon Conversion of Preferred A Stock
+(2)
+
+ 
+
+ 
+Shares
+Issuable upon Exercise of Warrants (3)
+
+ 
+
+ 
+Shares
+Issuable upon Exercise of Vested Stock Options
+
+ 
+
+ 
+Total
+Number of Shares Beneficially Owned
+
+ 
+
+ 
+%
+Ownership of Class
+
+ 
+
+Executive Officers and Directors
+
+Brandon Stump
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+Chief Executive Officer and Director
+
+ 9,379,218,889 
+
+ - 
+
+ - 
+
+ - 
+
+ 9,379,218,889 
+
+ 49.5%
+
+Ryan Stump
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Chief Operating Officer and Director
+
+ 4,019,665,353 
+
+ 
+
+ 
+
+ 
+
+ 4,019,665,353 
+
+ 21.2%
+
+David Allen
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Chief Financial Officer
+
+ - 
+
+ - 
+
+ - 
+
+ - 
+
+ - 
+
+ 0.0%
+
+Adam Mirkovich
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Chief Information Officer
+
+ - 
+
+ - 
+
+ - 
+
+ - 
+
+ - 
+
+ 0.0%
+
+Scot Cohen (4)
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Director
+
+ 81,240,266 
+
+ 84,625,280 
+
+ 56,416,355 
+
+ 7,244,826 
+
+ 229,526,727 
+
+ 1.2%
+
+Keith Stump
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Director
+
+ 93,086,946 
+
+ 67,700,224 
+
+ 45,133,084 
+
+ - 
+
+ 205,920,254 
+
+ 1.1%
+
+Executive Officers and
+Directors, as a group (6
+persons)
+
+ 13,573,211,454 
+
+ 152,325,504 
+
+ 101,549,439 
+
+ 7,244,826 
+
+ 13,834,331,223 
+
+ 72.1%
+
+ 
+
+Greater
+Than 5% Stockholders
+
+Vincent C. Smith (5)
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+17595
+Harvard Avenue, Suite C511
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Irvine,
+California 92614
+
+ 2,216,559,416
+
+ 761,627,520 
+
+ 513,130,526 
+
+ - 
+
+ 3,491,317,462
+
+ 17.2%
+
+Red Beard Holdings, LLC (6)
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+17595
+Harvard Avenue, Suite C511
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Irvine,
+California 92614
+
+ 2,152,825,308 
+
+ 761,627,520 
+
+ 513,130,526 
+
+ - 
+
+ 3,427,583,354 
+
+ 16.9%
+
+Iroquois Capital Management, LLC (7)
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+125
+Park Avenue, 25th Floor
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+New
+York, New York 10017
+
+ 500,232,693 
+
+ 740,471,200 
+
+ 493,643,101 
+
+ - 
+
+ 1,734,346,994 
+
+ 8.6%
+
+ 
+
+ 
+
+ 
+
+-68-
+
+ 
+
+ 
+
+(1) 
+
+Unless
+otherwise indicated, the address for each stockholder is 1007
+Brioso Drive, Costa Mesa, California 92627.
+
+ 
+
+(2) 
+
+Pursuant to the Certificate of Designation of the
+Series A Preferred ( Series A
+COD ),
+shares of Series A Preferred may not be converted or
+exercised, as applicable, to the extent that the holder and its
+affiliates would own more than 4.99% (or 9.99% upon the election of
+any holder of Series A Preferred) of the Company s outstanding common
+stock after such conversion (the
+ Series A Ownership
+Limitation );
+provided, however,
+that any holder of shares of Series A Preferred may waive the
+Conversion Limitation upon 61 days written notice to the
+Company.
+
+ 
+
+ 
+
+The Series A COD also entitles each share of
+Series A Preferred to vote, on an as converted basis, along with
+the common stock; provided,
+however, that the Series A
+Preferred may not be voted to the extent that the holder and its
+affiliates would control more than 9.99% of the Company s
+voting power (the Series A Voting
+Limitation ).
+
+ 
+
+Ownership
+percentages in this table were calculated in accordance with
+Section 13(d) of the Exchange Act, and do not reflect any
+adjustments due to the Series A Ownership Limitation or the Series
+A Voting Limitation.
+
+ 
+
+(3) 
+
+Certain of the warrants included in this table are
+subject to blockers that prevent a holder from exercising Investor
+Warrants or Placement Agent Warrants in the event that such
+exercise would result in the holder and its affiliates beneficially
+owning in excess of 4.99% of the Company s issued and
+outstanding common stock immediately thereafter, which limit may be
+increased to 9.99% at the election of the holder (the
+ Warrant Exercise
+Limitation ).
+
+ 
+
+Ownership
+percentages in this table were calculated in accordance with
+Section 13(d) of the Exchange Act, and do not reflect any
+adjustments due to the Warrant Exercise Limitation.
+
+ 
+
+(4) 
+
+Includes
+securities held by V3 Capital Partners and the Scot Jason Cohen
+Foundation. Mr. Cohen is the Managing Partner of V3 Capital
+Partners and an officer of the Scot Jason Cohen Foundation, and has
+dispositive and/or voting power over these shares.
+
+ 
+
+(5) 
+
+Includes securities held by LB 2, LLC
+( LB
+2 ) and Red Beard
+Holdings, LLC ( Red Beard ), based on Company records and ownership
+information from Amendment No. 5 to Schedule 13D filed by Vincent
+C. Smith on April 25, 2016. Mr. Smith is manager of LB 2 and Red
+Beard. As such, Mr. Smith has dispositive power and voting power
+over, and may be deemed to be the beneficial owner of the
+securities held by each of these entities.
+
+ 
+
+(6) 
+
+Based
+on Company records and ownership information from Amendment No. 5
+to Schedule 13D filed by Vincent C. Smith on April 25,
+2016. Mr. Smith is a manager of Red Beard, and has dispositive
+power and voting power over the securities reported
+herein.
+
+ 
+
+(7) 
+
+Based on Company records and ownership information
+from Schedule 13G filed by Iroquois Capital Management, LLC
+( Iroquois Capital
+Management ), Mr. Richard
+Abbe and Ms. Kimberly Page on May 24, 2019. Mr. Abbe shares
+authority and responsibility for the investments made on behalf of
+Iroquois Master Fund with Ms. Kimberly Page, each of whom is a
+director of the Iroquois Master Fund. As such, Mr. Abbe and Ms.
+Page may each be deemed to be the beneficial owner of all shares
+of common stock underlying
+the common stock held by
+Iroquois Master Fund.
+
+ 
+
+ 
+
+ 
+
+-69-
+
+ 
+
+ 
+
+SELLING
+STOCKHOLDERS
+
+ 
+
+ This prospectus relates to the sale from
+time to time by the selling
+stockholders of up to 26,317,060,072 shares of our common
+stock, which consists of the following:
+
+ 
+
+ 
+
+1,692,490,632
+shares of common stock issued to former Members of Charlie s
+and the Direct Investors in connection with the Company s
+exchange of all outstanding membership interests of Charlie s
+for units as a result of the Share Exchange;
+
+ 
+
+ 
+
+902,661,671
+shares of common stock issued as Advisory Shares as consideration
+for advisory services provided to the Company in connection with
+the Share Exchange;
+
+ 
+
+ 
+
+13,963,047,716
+shares of common stock issued upon the automatic conversion of the
+Series B Preferred into shares of common stock on June 28,
+2019;
+
+ 
+
+ 
+
+1,070,741,474 shares of common stock issued in
+accordance with that certain Debt Conversion Agreement with Red
+Beard Holdings, LLC ( Red Beard ), pursuant to which Red Beard converted
+certain outstanding indebtedness of the Company, in the aggregate
+amount of $4,227,250, into shares of common stock (the
+ Debt
+Conversion );
+
+ 
+
+ 
+
+4,616,268,089
+shares of common stock issuable upon conversion of outstanding
+shares of Series A Preferred;
+
+ 
+
+ 
+
+38,081,150
+shares of common stock issued to certain selling stockholders upon
+conversion of previously outstanding shares of Series A
+Preferred;
+
+ 
+
+ 
+
+3,102,899,493
+shares of common stock issuable upon exercise of the Investor
+Warrants issued in connection with the Share Exchange;
+and
+
+ 
+
+ 
+
+930,869,848
+shares of common stock issuable upon exercise of the Placement
+Agent Warrants issued to Katalyst as consideration for
+Katalyst s services in connection with the Charlie s
+Financing and the Share Exchange.
+
+ 
+
+ When
+we refer to the selling stockholders in this
+prospectus, we mean the persons and entities listed in the table
+below, and their respective pledgees, donees, permitted
+transferees, assignees, successors and others who later come to
+hold any of the selling stockholders interests in shares of
+our common stock other than through a public
+sale.
+
+ 
+
+Selling
+Stockholders Table
+
+ 
+
+The table below presents information as of January
+17, 2020, regarding the selling stockholders and the shares
+of common stock the selling
+stockholders may offer and sell from time to time under this
+prospectus. More specifically, the following table sets forth as to
+the selling stockholders:
+
+ 
+
+ 
+
+the number of
+shares of our common stock that the selling stockholders
+beneficially owned prior to this offering;
+
+ 
+
+ 
+
+the total number of
+shares of our common stock that the selling stockholders
+may offer for resale pursuant to this
+prospectus; and
+
+ 
+
+ 
+
+the number and
+percent of shares of our common stock beneficially held by the
+selling stockholders after this offering, assuming all of the
+resale shares of common stock are sold by the selling stockholders
+and that the selling stockholders do not acquire any additional
+shares of our common stock prior to their assumed sale of all of
+the resale shares.
+
+ 
+
+The
+table was prepared based on information supplied to us by the
+selling stockholders. Although we have assumed for purposes of the
+table below that the selling stockholders will sell all of the
+securities offered by this prospectus, because the selling
+stockholders may offer from time to time all or some of their
+securities covered under this prospectus, or in another permitted
+manner, no assurances can be given as to the actual number of
+securities that will be resold by the selling stockholders or that
+will be held by the selling stockholders after completion of the
+resales. In addition, the selling stockholders may have sold,
+transferred or otherwise disposed of the securities in transactions
+exempt from the registration requirements of the Securities Act,
+since the date the selling stockholders provided the information
+regarding their securities holdings. Information covering the
+selling stockholders may change from time to time and changed
+information will be presented in a supplement to this prospectus if
+and when necessary and required.
+
+ 
+
+Except
+as described above, there are currently no agreements, arrangements
+or understandings with respect to the resale of any of the
+securities covered by this prospectus.
+
+ 
+
+The applicable percentages of ownership are based
+on an aggregate of 18,973,827,540 shares of our common stock
+issued and outstanding on
+January 17, 2020. The number of
+shares common stock beneficially owned
+by the selling stockholders is determined under rules promulgated
+by the SEC.
+
+ 
+
+ 
+
+ 
+
+-70-
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+Shares of Common Stock
+Beneficially 
+
+ 
+
+ 
+
+Number of Shares of Common Stock Being Offered Pursuant to this
+Prospectus
+
+ 
+
+ 
+
+Shares of Common Stock Beneficially Owned After Completion of
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0000011199_amcor_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0000011199_amcor_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..18f4893eb3dd233fcbce7e75212713595544f0b6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0000011199_amcor_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information about us, the New Notes being offered by this prospectus and the Exchange Offers being made hereby. This summary is not complete and does not contain all of the information that you should consider prior to deciding whether or not to exchange your Existing Notes for New Notes. For a more complete understanding of Amcor, the New Notes and the Exchange Offers being made hereby, we encourage you to read this prospectus, as well as the documents incorporated and deemed to be incorporated by reference into this prospectus, in their entirety. Overview Amcor plc was incorporated on July 31, 2018 under the name "Arctic Jersey Limited" as a limited company under the laws of the Bailiwick of Jersey, in order to effect the acquisition of Bemis (the "Bemis Acquisition"), a global manufacturer of flexible packaging products, by Amcor Pty Ltd (then known as Amcor Limited). On October 10, 2018, Arctic Jersey Limited was renamed "Amcor plc" and became a public limited company incorporated under the Laws of the Bailiwick of Jersey. Upon incorporation and until the completion of the Bemis Acquisition, Amcor plc was a subsidiary of Amcor Pty Ltd. On June 11, 2019, the Bemis Acquisition was completed pursuant to the definitive merger agreement (the "Agreement") between Amcor Pty Ltd and Bemis dated August 6, 2018. In accordance with the terms of the Agreement, Bemis's shareholders received 5.1 shares of Amcor plc for each share of Bemis stock and Amcor Pty Ltd's shareholders received one Amcor plc CHESS Depositary Instrument ("CDI") for each share of Amcor Pty Ltd's stock issued and outstanding and Bemis and Amcor Pty Ltd became wholly-owned subsidiaries of Amcor plc. Upon completion of the transaction, Amcor plc's shares were registered with the SEC and traded on the New York Stock Exchange ("NYSE") under the symbol "AMCR" and the CDI's representing Amcor plc's shares on the Australian Securities Exchange ("ASX") are traded under the symbol "AMC." In addition, Amcor Pty Ltd's shares were delisted from the ASX and Bemis's shares were delisted from the NYSE. In order to satisfy certain regulatory approvals in connection with the Bemis Acquisition, the company was required to divest three of Bemis's medical packaging facilities located in the United Kingdom and Ireland ("EC Remedy") and three Amcor medical packaging facilities in the United States ("U.S. Remedy"). The company completed the sale of U.S. Remedy in the fourth quarter of fiscal year 2019 and, on August 8, 2019, the company completed the sale of EC Remedy (together with the sale of U.S. Remedy, the "Remedy Sales"). Amcor is a global packaging company with total sales of approximately $9.5 billion in fiscal year 2019 (including only 20 days of Bemis's sales from June 11, 2019 to June 30, 2019). Pro forma the Bemis Acquisition and the Remedy Sales, Amcor had total sales of approximately $13 billion in fiscal year 2019. We employ approximately 50,000 people across approximately 250 sites in more than 40 countries, and are a leader in developing and producing a broad range of packaging products including flexible and rigid packaging, specialty cartons and closures. In fiscal year 2019, the majority of sales were made to the defensive food, beverage, pharmaceutical, medical device home and personal care, and other consumer goods end markets. As a result of the Bemis Acquisition, Amcor gained Bemis's significant positions in consumer packaging in North America and Brazil. Amcor has a long history of growth in its core businesses, which has been derived from both organic and acquisition sources. Amcor's inorganic growth through acquisitions has facilitated its expansion into new geographies and industries. In the last ten years, Amcor has completed several acquisitions ranging from small business to larger-scale company acquisitions. The transactions which have had a material impact on Amcor's business portfolio in recent years include the acquisitions of Alcan Packaging in February 2010, Ball Plastics Packaging in August 2010, Alusa in June 2016 and the Bemis Acquisition. In an effort to enhance shareholder value, the company also demerged its Delaware (State or other jurisdiction of incorporation or organization) 3990 (Primary Standard Industrial Classification Code Number) 95-4559504 (I.R.S. Employer Identification Number) 2801 SW 149th Avenue, Suite 350, Miramar, Florida 33027 United States of America +1 954 499 4800 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents Australasia and Packaging Distribution business in December 2013 to enable Amcor to increase its focus and better pursue its growth agenda and strategic priorities. Business Strategy Strategy Our strategy consists of three components: a focused portfolio, differentiated capabilities, and our aspiration to be THE leading global packaging company. To fulfill our aspiration, we are determined to win for our customers, employees, shareholders and the environment. Focused portfolio Our portfolio of businesses share some important characteristics: a focus on primary packaging for fast-moving consumer goods, good industry structure, attractive relative growth, and multiple paths for us to win from our leadership position, scale and other competitive advantages. These criteria have led us to the focused portfolio of strong businesses we have today across flexible and rigid packaging, specialty cartons, and closures. Differentiated capabilities 'The Amcor Way' describes the capabilities deployed consistently across Amcor that enable us to get leverage across our portfolio: Talent, Commercial Excellence, Operational Leadership, Innovation, and Cash and Capital Discipline. Segment Information Flexibles Segment The Flexibles Segment develops and supplies flexible packaging globally. With approximately 43,000 employees at 190 facilities in 38 countries as of June 30, 2019, the Flexibles Segment is one of the world's largest suppliers of plastic, aluminum and fiber based flexible packaging. In fiscal year 2019, Flexibles accounted for approximately 70% of our consolidated net sales. Pro forma the Bemis Acquisition and the Remedy Sales, in fiscal year 2019, Flexibles accounted for approximately 78% of our consolidated net sales. Rigid Packaging Segment The Rigid Packaging Segment is one of the world's largest manufacturers of rigid plastic containers and related products. As of June 30, 2019, the Rigid Packaging Segment employed approximately 6,000 employees at 60 facilities in 12 countries. In fiscal year 2019, Rigid Packaging accounted for approximately 30% of our consolidated net sales. Pro forma the Bemis Acquisition and the Remedy Sales, in fiscal year 2019, Rigid Packaging accounted for approximately 22% of our consolidated net sales. Corporate Information Amcor plc's principal executive offices are located at 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom and its telephone number is +44 117 9753200. Bemis is a Missouri See Table of Additional Registrant Guarantors Below Table of Contents corporation and a 100%-owned subsidiary of Amcor plc. Bemis' principal executive offices are located at 2301 Industrial Drive, Neenah, WI 54956, United States and its telephone number is +1 920 527 5500. AFUI is a Delaware corporation and a 100%-owned subsidiary of Amcor plc. AFUI's principal executive offices are located at 2801 SW 149th Avenue, Suite 350, Miramar, FL 33027, United States and its telephone number is +1 954 499 4800. Our website is www.amcor.com. Information contained on or accessible through our website is not a part of this prospectus, other than documents that Amcor plc files with the SEC and incorporates by reference into this prospectus. Additional information about us is included in documents incorporated by reference into this prospectus. See "Where You Can Find More Information" and "Incorporation By Reference." Robert Mermelstein President Amcor Finance (USA), Inc. 2801 SW 149th Avenue, Suite 350, Miramar, Florida 33027 United States of America +1 954 499 4800 (Name, address, including zip code, and telephone number, including area code, of agent for service) with copies to: Mimma Barila Sidley Austin Level 10, 7 Macquarie Place Sydney, New South Wales 2000 Australia +61 2 8214 2200 Table of Contents Summary Description of the Exchange Offers The following is a description of some of the terms of the Exchange Offers. The following information is provided solely for your convenience, is not complete and does not contain all of the information that you need to consider in deciding whether or not to exchange your Existing Notes for New Notes. You should read the information appearing in this prospectus under the captions "Risk Factors," "The Exchange Offers," "Description of the New Notes," "Material United States Federal Income Tax Considerations" and "Plan of Distribution," as well as the other information contained in and incorporated by reference into this prospectus, for additional information concerning the terms of the Exchange Offers and the New Notes and the risks of investing in the New Notes. Background; Existing Notes In connection with the completion of certain private exchange offers, on June 13, 2019, Bemis issued $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 (the "Existing 2021 Notes") and $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 (the "Existing Bemis 2026 Notes") and AFUI issued $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 (the "Existing AFUI 2026 Notes") and $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 (the "Existing 2028 Notes"), each of which series of notes was not registered under the Securities Act, and which, collectively, we refer to in this prospectus as the "Existing Notes." Accordingly, in connection with the issuance of each series of Existing Notes, on June 13, 2019, the applicable Issuer and the applicable Guarantors entered into a registration rights agreement (each a "Registration Rights Agreement" and, collectively, the "Registration Rights Agreements") with the dealer managers for the private exchange offers, with respect to such series of Existing Notes. We are making the Exchange Offers in order to satisfy our obligations under the Registration Rights Agreements. The Exchange Offers On the terms and subject to the conditions set forth herein, Bemis is offering to exchange up to $346,652,000 aggregate principal amount of its 4.500% Guaranteed Senior Notes due 2021 that have been registered under the Securities Act (the "New 2021 Notes") for an equal principal amount of the Existing 2021 Notes (CUSIPs: 081437AM7; 081437AN5; U07321AG4; and U07321AH2) and up to $293,200,000 aggregate principal amount of its 3.100% Guaranteed Senior Notes due 2026 that have been registered under the Securities Act (the "New Bemis 2026 Notes") for an equal principal amount of the Existing Bemis 2026 Notes (CUSIPs: 081437AP0; 081437AQ8; and U07321AJ8). Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed maximum offering price per note Proposed maximum aggregate offering price(1) Amount of registration fee 4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc. $346,652,000 100% $346,652,000 $44,995.43 Guarantees of 4.500% Guaranteed Senior Notes due 2021(2) (3) 3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc. $293,200,000 100% $293,200,000 $38,057.36 Guarantees of 3.100% Guaranteed Senior Notes due 2026(2) (3) 3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc. $591,266,000 100% $591,266,000 $76,746.33 Guarantees of 3.625% Guaranteed Senior Notes due 2026(2) (3) 4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc. $497,508,000 100% $497,508,000 $64,576.54 Guarantees of 4.500% Guaranteed Senior Notes due 2028(2) (3) (1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended. (2)Bemis Company, Inc. fully and unconditionally guarantees the 3.625% Guaranteed Senior Notes due 2026 and the 4.500% Guaranteed Senior Notes due 2028 and Amcor Finance (USA), Inc. fully and unconditionally guarantees the 4.500% Guaranteed Senior Notes due 2021 and the 3.100% Guaranteed Senior Notes due 2026. See inside facing page for additional registrant guarantors, all of which are guarantors of each series of notes. (3)In accordance with Rule 457(n) under the Securities Act, no separate registration fee for the guarantees is payable. Table of Contents On the terms and subject to the conditions set forth herein, AFUI is offering to exchange up to $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 that have been registered under the Securities Act (the "New AFUI 2026 Notes") for an equal principal amount of the Existing AFUI 2026 Notes (CUSIPs: 02343UAC9; 02343UAD7; U02411AC7; and U02411AD5) and up to $497,508,000 aggregate principal amount of its 4.500% Guaranteed Senior Notes due 2028 that have been registered under the Securities Act (the "New 2028 Notes" and, together with the New 2021 Notes, the New Bemis 2026 Notes and the New AFUI 2026 Notes, the "New Notes") for an equal principal amount of the Existing 2028 Notes (CUSIPs: 02343UAE5; U02411AE3; and U02411AF0). The terms of each series of New Notes are substantially identical to those of the corresponding series of Existing Notes, except that the New Notes have been registered under the Securities Act, will not be subject to the transfer restrictions applicable to the Existing Notes, will not be entitled to the payment of additional interest provided for in the applicable Registration Rights Agreement, will not be entitled to registration rights or (subject to possible limited exceptions) other rights under the applicable Registration Rights Agreement, and the first interest payment date for and date from which interest will accrue on the New Notes of a series will be different from these applicable to the Existing Notes of that series. Each series of New Notes will also have a separate CUSIP number from that of the Existing Notes of the corresponding series. We sometimes refer to the New Notes and Existing Notes as, collectively, the "Notes" or, individually, a "Note." Except where the context indicates otherwise, references to the Notes, include the related Guarantees. The Existing Bemis Notes were issued and the New Bemis Notes will be issued under an indenture, dated as of June 13, 2019 (the "Bemis Notes Indenture"), among Bemis, as issuer, the Bemis Guarantors, as guarantors, and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"). The Existing AFUI Notes were issued and the New AFUI Notes will be issued under an indenture, dated as of June 13, 2019 (the "AFUI Notes Indenture"), among AFUI, as issuer, the AFUI Guarantors, as guarantors, and the Trustee. We refer to the Bemis Notes Indenture and the AFUI Notes Indenture together, as the "Indentures" and each, an "Indenture". The New Notes of a particular series and any Existing Notes of that series that remain outstanding after the related Exchange Offer will constitute a single series of notes under the Indenture for that series. The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Expiration Date Each Exchange Offer will expire at 5:00 p.m., New York City time, on , 2020 (which is the 21st business day following the date of this prospectus), unless extended or terminated in the applicable Issuer's sole and absolute discretion (which right is subject to applicable law). The term "Expiration Date" means , 2020, except that if an Issuer, in its sole and absolute discretion, extends the period of time during which an applicable Exchange Offer is open, "Expiration Date" shall mean, with respect to that Exchange Offer, the latest date to which that Exchange Offer has been extended. For further information, see "The Exchange Offers Terms of the Exchange Offers; Period for Tendering Existing Notes." Settlement Date The settlement date for each Exchange Offer (the "Settlement Date") will be promptly following the Expiration Date for such Exchange Offer and is expected to be within two business days after such Expiration Date. Representations by Tendering Holders By tendering your Existing Notes, you will acknowledge, represent and warrant to and agree with the applicable Issuer, the applicable Guarantors, the Exchange Agent and the Trustee that, among other things: you are not an "affiliate" (as defined in Rule 405 under the Securities Act) of the applicable Issuer or the applicable Guarantors; any New Notes you receive in the Exchange Offers will be acquired by you in the ordinary course of your business; you have no arrangement or understanding with any person to engage in, and you are not engaged in and do not intend to engage in, the distribution (within the meaning of the Securities Act) of the New Notes in violation of the Securities Act; you are not a broker-dealer that will receive New Notes in the Exchange Offers in exchange for Existing Notes that you purchased from the applicable Issuer for resale pursuant to Rule 144A under the Securities Act or any other available exemption from registration under the Securities Act; and if you are a broker-dealer that will receive New Notes for your own account in the Exchange Offers in exchange for Existing Notes that you acquired as a result of your market-making or other trading activities, you acknowledge that you will deliver (or, to the extent permitted by applicable law, make available) a prospectus meeting the requirements of the Securities Act to purchasers in connection with any resale of the New Notes you receive. For further information, see "Plan of Distribution." Table of Contents TABLE OF ADDITIONAL REGISTRANT GUARANTORS Exact Name of Additional Registrant as Specified in its Charter* State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification No. Amcor plc Jersey (Channel Islands) 98-1455367 Amcor UK Finance PLC England and Wales Not Applicable Amcor Pty Ltd Australia Not Applicable Table of Contents By tendering your Existing Notes, you will be deemed to make these and other acknowledgements, representations, warranties and agreements. For further information, see "The Exchange Offers Representations, Warranties and Covenants by Tendering Owners" and "The Exchange Offers Resales of New Notes." Conditions to the Exchange Offers Each Exchange Offer is subject to certain customary conditions, which may be waived by the applicable Issuer. No Exchange Offer is conditioned on the completion of any other Exchange Offer. In addition, an Issuer may amend the terms of an Exchange Offer without a corresponding amendment being made to the terms of any other Exchange Offer. For further information, see "The Exchange Offers Conditions to the Exchange Offers." Procedures for Tendering the Existing Notes The Existing Notes are currently in book-entry form and represented by global Existing Notes (the "Global Existing Notes") registered in the name of The Depository Trust Company ("DTC") or its nominee. Accordingly, you must tender your Existing Notes pursuant to DTC's Automated Tender Offer Program ("ATOP") for which the Exchange Offers are eligible and comply with the other procedures described in this prospectus. If you wish to tender your Existing Notes pursuant to an Exchange Offer, you must, prior to 5:00 p.m., New York City time, on the Expiration Date (i) transmit your acceptance of the applicable Exchange Offer (or cause same to be transmitted) through ATOP, (ii) transfer or cause your Existing Notes to be transferred through ATOP to the Exchange Agent's account at DTC established for purposes of the applicable Exchange Offer and (iii) cause DTC to transmit to the Exchange Agent an electronic confirmation of such transfer (a "Book-Entry Confirmation") that includes a message (an "Agent's Message") stating (i) the aggregate principal amount of Existing Notes that the applicable DTC participant has tendered on your behalf pursuant to the applicable Exchange Offer, (ii) that DTC has received from the tendering DTC participant an express acknowledgment that such participant has received a copy of this prospectus and agrees to be bound by the terms and conditions set forth in this prospectus and (iii) that the applicable Issuer may enforce such agreement against the tendering DTC participant. An Agent's Message in respect of a tender of Existing Notes must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date for such tender to be valid. There is no letter of transmittal for Existing Notes tendered in connection with the Exchange Offers. *The address for the principal executive office of Amcor plc and Amcor UK Finance PLC is 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom and the telephone number of that principal executive office is +44 117 9753200. The address for Amcor Pty Ltd's principal executive office is Level 11, 60 City Road, Southbank, Victoria 3006, Australia and the telephone number of Amcor Pty Ltd's principal executive office is +61 3 9226 9000. The primary standard industrial classification code number of each additional registrant is 3990. Table of Contents You may tender any or all of your Existing Notes; provided that Existing Notes may only be tendered in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and, if any Existing Note is tendered in part, the untendered portion of such Existing Note must be a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof. For further information, see "The Exchange Offers Procedures for Tendering Existing Notes" and "The Exchange Offers Book-Entry Transfers." If you are the beneficial owner of Existing Notes in book-entry form that are held through or registered in the name of a broker, dealer, bank or other financial institution or nominee and you wish to tender those Existing Notes in an Exchange Offer, you must promptly instruct such broker, dealer, bank or other financial institution or nominee, as the case may be, to tender those Existing Notes on your behalf prior to the expiration of the applicable Exchange Offer or, if you are a direct participant in DTC, you may give those instructions directly to DTC. So long as the Existing Notes of a particular series are in book-entry form represented by one or more Global Existing Notes, this is the only manner in which you will be able to tender your Existing Notes of that series. Withdrawal; Non-Acceptance You may withdraw, no later than 5:00 p.m., New York City time, on the Expiration Date of an Exchange Offer, any Existing Notes that you have tendered in that Exchange Offer by following the procedures described in this prospectus. Any Existing Notes which have been tendered for exchange but which are withdrawn or otherwise are not exchanged for any reason will be credited to the accounts at DTC of the applicable DTC participants without cost to the holders of such Existing Notes promptly after withdrawal of such Existing Notes or expiration or termination of the applicable Exchange Offer, as the case may be. For further information, see "The Exchange Offers Withdrawal Rights." No Guaranteed Delivery There are no guaranteed delivery procedures available in connection with the Exchange Offers. Accordingly, holders of Existing Notes must deliver or cause their Existing Notes and all other required documentation to be delivered to the Exchange Agent in accordance with the procedures described in this prospectus prior to 5:00 p.m., New York City time, on the Expiration Date for the related Exchange Offer. No Appraisal or Dissenters' Rights Holders of the Existing Notes do not have any appraisal or dissenters' rights in connection with the Exchange Offers. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED March 9, 2020 PRELIMINARY PROSPECTUS Bemis Company, Inc. Amcor Finance (USA), Inc. OFFERS TO EXCHANGE Any and all outstanding $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc. for Up to $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc. that have been registered under the Securities Act of 1933 and Any and all outstanding $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc. for Up to $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc. that have been registered under the Securities Act of 1933 OFFERS TO EXCHANGE Any and all outstanding $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc. for Up to $591,266,000 aggregate principal amount 3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc. that have been registered under the Securities Act of 1933 and Any and all outstanding $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc. for Up to $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc. that have been registered under the Securities Act of 1933 These exchange offers will expire at 5:00 p.m., New York City time, on , 2020, unless extended. This prospectus relates to the separate Exchange Offers (as defined below) being made by Bemis Company, Inc. ("Bemis") and Amcor Finance (USA), Inc. ("AFUI," and, together with Bemis, the "Issuers"), as applicable. Bemis has issued $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 (the "Existing 2021 Notes") and $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 (the "Existing Bemis 2026 Notes" and, together with the Existing 2021 Notes, the "Existing Bemis Notes") and AFUI has issued $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 (the "Existing AFUI 2026 Notes") and $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 (the "Existing 2028 Notes" and, together with the Existing AFUI 2026 Notes, the "Existing AFUI Notes"), in each case in private placement transactions. Amcor plc, Amcor Pty Ltd (formerly known as Amcor Limited) , AFUI and Amcor UK Finance PLC ("Amcor UK") each fully and unconditionally guarantee the Existing 2021 Notes and the Existing Bemis 2026 Notes; Amcor plc, Amcor Pty Ltd , Bemis and Amcor UK each fully and unconditionally guarantee the Existing AFUI 2026 Notes and the Existing 2028 Notes. Upon the terms and subject to the conditions set forth in this prospectus, Bemis is offering to exchange up to $346,652,000 aggregate principal amount of a new issue of 4.500% Guaranteed Senior Notes due 2021 (the "New 2021 Notes") and up to $293,200,000 aggregate principal amount of a new issue of 3.100% Guaranteed Senior Notes due 2026 (the "New Bemis 2026 Notes" and, together with the New 2021 Notes, the "New Bemis Notes") and the respective related guarantees as described below, for an equal principal amount of the corresponding series of Existing 2021 Notes and Existing Bemis 2026 Notes and the respective related guarantees. AFUI is offering to exchange up to $591,266,000 aggregate principal amount of a new issue of 3.625% Guaranteed Senior Notes due 2026 (the "New AFUI 2026 Notes") and up to $497,508,000 aggregate principal amount of a new issue of 4.500% Guaranteed Senior Notes due 2028 (the "New 2028 Notes" and, together with the New AFUI 2026 Notes, the "New AFUI Notes" and, together with the New Bemis Notes, the "New Notes") and the respective related guarantees as described below, for an equal principal amount of the corresponding series of Existing AFUI 2026 Notes and Existing 2028 Notes and the respective related guarantees. We refer to (i) each offer to exchange as an "Exchange Offer" and collectively as the "Exchange Offers"; (ii) the Existing Bemis Notes and the Existing AFUI Notes, collectively, as the "Existing Notes"; and (iii) the New Notes together with the Existing Notes as the "Notes." The New Notes will be unsecured and unsubordinated obligations of the applicable Issuer and will rank equally with the applicable Issuer's existing and future unsubordinated debt. The New Bemis Notes will be guaranteed on a joint and several basis (the "Bemis Guarantees") by Amcor plc, Amcor Pty Ltd, AFUI and Amcor UK (each, a "Bemis Guarantor" and collectively, the "Bemis Guarantors"). The New AFUI Notes will be guaranteed on a joint and several basis (the "AFUI Guarantees" and, together with the Bemis Guarantees, the "Guarantees") by Amcor plc, Amcor Pty Ltd, Bemis and Amcor UK (each, an "AFUI Guarantor" and collectively, the "AFUI Guarantors" and, together with the Bemis Guarantors, the "Guarantors"). The Guarantees will be unsecured and unsubordinated obligations of the Guarantors and will rank equally with all existing and future unsubordinated debt of each Guarantor. Each Issuer will exchange New Notes of each series issued by it for any and all of the outstanding Existing Notes of the corresponding series that are validly tendered and not validly withdrawn prior to the expiration or termination of the applicable Exchange Offer being made by this prospectus. You may withdraw, no later than 5:00 p.m., New York City time, on the Expiration Date (as defined herein) of the applicable Exchange Offer, any Existing Notes that you have tendered in the applicable Exchange Offer. Each Exchange Offer is subject to certain customary conditions that may be waived by the applicable Issuer. The terms of each series of New Notes are substantially identical to those of the corresponding series of Existing Notes, except that the New Notes of each series are registered under the Securities Act of 1933, as amended (the "Securities Act"), and the transfer restrictions, registration rights and related additional interest provisions applicable to the corresponding series of Existing Notes will not apply to the New Notes of such series. Each series of New Notes will also have a separate CUSIP number from that of the Existing Notes of the corresponding series. The exchange of Existing Notes for New Notes will not be a taxable event for U.S. federal income tax purposes. See "Material United States Federal Income Tax Considerations" for more information. Neither the Issuers nor the Guarantors will receive any proceeds from the Exchange Offers. If you do not exchange your Existing Notes for New Notes in the Exchange Offers, your Existing Notes will remain outstanding and will continue to accrue interest but will remain subject to restrictions on transfers. Each broker-dealer that receives New Notes for its own account pursuant to an Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. Each Issuer and the applicable Guarantors have agreed that, starting on the date of completion of an applicable Exchange Offer and ending on the close of business 180 days after such completion, they will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution". No public market exists for the New Notes or the Existing Notes. Neither the New Notes nor the Existing Notes will be listed on any securities exchange or included in any quotation system.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0000018172_a-m_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0000018172_a-m_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..14d4c03d79510f47bcccf58ada5bdf648aa68708
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0000018172_a-m_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary provides an overview of selected information contained elsewhere in this prospectus or incorporated by reference into this prospectus and does not contain all of the information you should consider before investing in our securities. Important information is incorporated by reference into this prospectus. You should carefully read this prospectus and the registration statement of which this prospectus is a part in their entirety before investing in our securities, including the information discussed under "Risk Factors," together with the additional information described under the heading "Incorporation of Certain Information by Reference." Unless otherwise indicated herein, the terms "we," "our," "us," or the "Company" refer to A. M. Castle & Co. and its subsidiaries. Company Overview A.M. Castle & Co. (the "Company") is a global distributor of specialty metals and supply chain services, principally serving the producer durable equipment, commercial and military aircraft, heavy equipment, industrial goods, and construction equipment sectors of the global economy. Our customer base includes many Fortune 500 companies as well as thousands of medium- and smaller-sized firms spread across a variety of industries. Particular focus is placed on the aerospace and defense, power generation, mining, heavy industrial equipment, and general manufacturing industries, as well as general engineering applications. Our corporate headquarters is located in Oak Brook, Illinois. As of March 31, 2020, we operate out of 19 service centers located throughout North America (15), Europe (2) and Asia (2). Our service centers hold inventory and process and distribute products to both local and export markets. Recent Developments Exchange Offer On March 27, 2020, we completed an exchange offer and consent solicitation (the "Exchange Offer"), which launched on February 27, 2020, to issue a combination of our 3.00%/5.00% Convertible Senior Secured Paid-in-Kind ("PIK") Toggle Notes due 2024 (the "New Notes") and shares of our common stock in exchange for our outstanding 5.00%/7.00% Convertible Senior PIK Toggle Notes due 2022 (the "Old Notes," and together with the New Notes, the "Notes"), including any accrued and unpaid interest on the Old Notes as of the date in which the Exchange Offer was completed. Pursuant to the terms of the Exchange Offer, approximately $190.2 million in aggregate principal amount of the Old Notes were tendered and accepted and, in exchange, we issued approximately $95.1 million in aggregate principal amount of our New Notes and 70,260,676 shares of our common stock. An aggregate principal amount of Old Notes in the amount of approximately $3.7 million were not tendered and remained outstanding at the date of Exchange Offer. In conjunction with the Exchange Offer, on March 27, 2020, the Company, the guarantors of the Old Notes and the trustee for the Old Notes entered into a supplemental indenture to the indenture governing the Old Notes (the "Old Indenture") to provide for, among other things, the elimination or amendment of substantially all of the restrictive covenants, the release of all collateral securing the Company's obligations under the Old Indenture, and the modification of certain of the events of default and various other provisions contained in the Old Indenture. Additionally, in conjunction with the Exchange Offer, on March 27, 2020, the Company and the Selling Stockholders entered into an amended and restated registration rights agreement relating to the New Notes (the "A&R Registration Rights Agreement"). Under the A&R Registration Rights Agreement, the Company granted registration rights to the Selling Stockholders with respect to certain shares of common stock, including the resale of the shares of common stock held by the Selling Stockholders registered hereby. A. M. CASTLE & CO. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 5051 (Primary Standard Industrial Classification Code Number) 36-0879160 (I.R.S. Employer Identification Number) 1420 Kensington Road, Suite 220 Oak Brook, IL 60523 (847) 455-7111 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents Corporate Information Our principal executive offices are located at 1420 Kensington Road, Suite 220, Oak Brook, Illinois 60523 and our telephone number is (847) 455-7111. Our website address is www.castlemetals.com. The information contained on, or that can be accessed through, our website is not part of this prospectus. Marec E. Edgar President and Chief Executive Officer A. M. Castle & Co. 1420 Kensington Road, Suite 220 Oak Brook, IL 60523 (847) 455-7111 (Name, address. including zip code, and telephone number, including area code, of agent for service) Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0000320575_pioneer_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0000320575_pioneer_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..21ca4ce181e7adb854e25666979ea3f869794273
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0000320575_pioneer_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights information contained elsewhere or incorporated by reference in this prospectus, is not complete, and does not contain all the information that may be important to you in making an investment decision. Important information is incorporated by reference into this prospectus. You should read this entire prospectus carefully, including the Explanatory Note and documents incorporated by reference herein, which are described under Incorporation of Certain Information by Reference and Where You Can Find More Information. You should also read and carefully consider, among other things, information presented and incorporated by reference under the sections titled Risk Factors, and Cautionary Note Regarding Forward-Looking Statements and the consolidated financial statements and the notes thereto before making an investment decision. Our Company We provide land-based drilling services and production services to a diverse group of oil and gas exploration and production companies in the United States and internationally in Colombia. Drilling services and production services are fundamental to establishing and maintaining the flow of oil and natural gas throughout the productive life of a well. Our business is comprised of two business lines Drilling Services and Production Services. We report our Drilling Services business as two reportable segments (i) Domestic Drilling and (ii) International Drilling. We report our Production Services business as two reportable segments (i) Well Servicing and (ii) Wireline Services. In April 2020, we closed our coiled tubing operations and idled all of our coiled tubing equipment, which were subsequently placed as held for sale as of June 30, 2020. Drilling Services We provide a comprehensive service offering which includes the drilling rig, crews, supplies, and most of the ancillary equipment needed to operate our drilling rigs. Our current drilling rig fleet is 100% pad-capable and offers the latest advancements in pad drilling, with 17 AC rigs in the United States and 8 SCR rigs in Colombia. We provide a comprehensive service offering which includes the drilling rig, crews, supplies, and most of the ancillary equipment needed to operate our drilling rigs, which are deployed through our division offices. Every drilling rig in our fleet is electric, either AC or SCR powered. Electric rigs are considered safer, more reliable and more efficient than mechanically powered rigs, while AC rigs are considered to be more energy efficient and provide more precise control of equipment than their SCR counterparts, further enhancing rig safety and reducing drilling time. All but one of our rigs has 750,000 pounds or greater of hook load capacity, and every drilling rig is equipped with a top drive, an iron roughneck, an automatic catwalk, and a walking or skidding system. This equipment provides our clients with drilling rigs that have more varied capabilities for drilling in unconventional plays and improves our efficiency and safety. Production Services Our production services business segments provide a range of services to producers primarily in Texas, North Dakota, the Rocky Mountain region, and Louisiana. Well Servicing. Our well servicing rig fleet provides a range of services, including the completion of newly-drilled wells, maintenance and workover of existing wells, and plugging and abandonment of wells at the end of their useful lives. Our fleet consists of 111 rigs with 550 horsepower and 12 rigs with 600 horsepower which are deployed through 5 operating locations in Texas and North Dakota. Wireline Services. Our fleet of 78 wireline units, including nine units that offer greaseless electric wireline used to reach further depths in longer laterals and two greaseless, EcoQuietTM units designed to reduce noise when operating in proximity to urban areas, is deployed through 6 operating locations in Texas, the Rocky Mountain region, Louisiana and North Dakota. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller Reporting Company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. _________________________ CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be RegisteredAmount to be registeredProposed Maximum Offering Price Per SecurityProposed Maximum Aggregate Offering PriceAmount of Registration Fee(1)(2) Common Stock, par value $.001 per share749,428(3) $10.81(4) $8,101,317$883.85 5.00% Convertible Senior Unsecured PIK Notes due 2025 $167,440,199(5) 100%$167,440,199$18,267.73 Common Stock, par value $.001 per share, issuable upon conversion of the 5.00% Convertible Senior Unsecured PIK Notes due 202512,558,015(6) Total$19,151.58 (1)The registration fee has been calculated pursuant to Rule 457 under the Securities Act of 1933, as amended (the Securities Act ). (2)Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price. (3)Pursuant to Rule 416 of the Securities Act, such number of shares of common stock registered hereby shall include an indeterminate number of shares of common stock that may be issued in connection with anti-dilution provisions or stock splits, stock dividends, recapitalizations or similar events. (4)There currently is no public market for the shares of Common Stock being registered hereunder. Pursuant to Rule 457(a), the offering price has been determined based upon the most recent independent third-party valuation of our Common Stock, dated as of July 31, 2020, which the registrant obtained for accounting and tax-reporting purposes. (5)Represents the maximum principal amount at maturity of the 5.00% Convertible Senior Unsecured PIK Notes due 2025 (the Convertible Notes ), that were issued pursuant to the Plan, as defined below, and that may be issued upon the payment of interest in kind on the Convertible Notes. (6)Represents the number of shares of common stock that may be issued upon conversion of the Convertible Notes registered hereunder (including shares issuable upon the conversion of Convertible Notes issued as paid-in-kind interest through November 15, 2025). As more fully described in the registration statement, the initial conversion rate is 75 shares of Common Stock per $1,000 principal amount of the Convertible Notes. The shares of Common Stock issued upon conversion of the Convertible Notes are not subject to an additional fee pursuant to Rule 457(i) of the Securities Act since no additional consideration will be received for the shares of Common Stock issuable upon conversion of the Convertible Notes. Pursuant to Rule 416 of the Securities Act, such number of shares of Common Stock registered hereby shall include an indeterminate number of shares of Common Stock that may be issued in connection with anti-dilution provisions or stock splits, stock dividends, recapitalizations or similar events. _________________________ CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the documents that we have incorporated by reference in this prospectus contain forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended ( Securities Act ) and Section 21E of the United States Securities Exchange Act of 1934, as amended (the Exchange Act ). Forward-looking statements are generally accompanied by words such as estimate, project, predict, believe, expect, anticipate, plan, intend, seek, will, should, goal or other words that convey the uncertainty of future events or outcomes. Statements we make in this prospectus that express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking statements based on our current beliefs, intentions, and expectations and are not guarantees or indicators of future performance. These forward-looking statements have been made in good faith, but they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following risks and uncertainties relating to the effects of our bankruptcy on our business and relationships the concentration of our equity ownership following bankruptcy the application of fresh-start accounting the effect of the coronavirus (COVID-19) pandemic on us and our industry general economic and business conditions and industry trends levels and volatility of oil and gas prices the continued demand for drilling services or production services in the geographic areas where we operate the highly competitive nature of our business technological advancements and trends in our industry and improvements in our competitors' equipment the loss of one or more of our major clients or a decrease in their demand for our services operating hazards inherent in our operations the supply of marketable equipment within the industry the continued availability of new components for our fleets the continued availability of qualified personnel the political, economic, regulatory and other uncertainties encountered by our operations changes in, or our failure or inability to comply with, governmental regulations, including those relating to the environment the occurrence of cybersecurity incidents the success or failure of future dispositions or acquisitions future compliance with our debt agreements and the impact of not having our Common Stock listed on a national securities exchange. We believe the items outlined above are important factors that could cause our actual results to differ materially from those expressed in a forward-looking statement contained in this prospectus. We have discussed many of these factors in more detail in this prospectus, our Annual Report on Form 10-K for the year ended December 31, 2019, as amended by Form 10-K A for the year ended December 31, 2019, and our Quarterly Reports for the quarterly periods ended March 31, 2020, June 30, 2020, and September 30, 2020. These factors are not necessarily all the important factors that could affect us. Other unpredictable or unknown factors could also have material adverse effects on actual results of matters that are the subject of our forward-looking statements. All forward-looking statements speak only as of the date on which they are made and, except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect any events or circumstances, whether as a result of new information, future events, changes in assumptions or otherwise, after the date hereof. We advise that you (1) recognize that important factors not referred to above could affect the accuracy of our forward-looking statements, (2) use caution and common sense when considering our forward-looking statements, and (3) not place undue reliance on any forward-looking statements. WHERE YOU CAN FIND MORE INFORMATION We have filed with the Commission a registration statement on Form S-1 under the Securities Act to register with the Commission the Securities being offered in this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed with it. For further information about us and the Securities, reference is made to the registration statement and the exhibits and schedules filed with it and the documents incorporated by reference therein. Statements contained in this prospectus regarding the contents of any contract, agreement, or any other document are summaries of the material terms of this contract, agreement or other document and are not necessarily complete and each such statement is qualified in all respects by reference to the full text of such contract, agreement, or other document filed as an exhibit to the registration statement. We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and registration statements and other information with the Reorganization and Emergence from Chapter 11 On March 1, 2020, the Company and its affiliates filed voluntary petitions for relief under Title 11 ( Chapter 11 ) of the United States Code (the Cases ) in the United States Bankruptcy Court for the Southern District of Texas (the Bankruptcy Court ) and, on March 2, 2020, filed the prepackaged Chapter 11 plan of reorganization (the Plan ) with the Bankruptcy Court. On May 11, 2020, the Bankruptcy Court entered an order, confirming the Plan. On May 29, 2020 (the Effective Date ) the conditions to effectiveness of the Plan were satisfied and the Company emerged from Chapter 11. On the Effective Date, by operation of the Plan, all agreements, instruments, and other documents evidencing, relating to or connected with any equity interests of the Company, including the then-existing common stock, issued and outstanding immediately prior to the Effective Date, and any rights of any holder in respect thereof, were deemed canceled, discharged and of no force or effect. In connection with the Company s emergence from bankruptcy and pursuant to the Plan, the Company created a new class of common stock, par value $0.001 per share (the Common Stock ) and issued, among other securities, (i) 1,049,804 shares of Common Stock with approximately 94.25% of such Common Stock being issued to holders of our prepetition 6.125% senior notes outstanding immediately prior to the Effective Date and the remaining approximately 5.75% issued to the holders of our common stock outstanding immediately prior to the Effective Date, and (ii) $129,771,000 aggregate principal amount of 5.00% Convertible Senior Unsecured Pay-in-Kind Notes due 2025 (the Convertible Notes ), which are convertible into Common Stock at the rate of 75 shares per $1,000 principal amount of Convertible Notes, subject to adjustment under certain circumstances. General Company Information Headquartered in San Antonio, Texas, the Company was incorporated under the laws of the State of Texas in 1979 as the successor to a business that had been operating since 1968. Since then, we have significantly expanded and transformed our business through acquisitions and organic growth. On May 29, 2020, we converted from a Texas corporation to a Delaware corporation. Our principal executive offices are located at 1250 N.E. Loop 410, Suite 1000, San Antonio, Texas 78209. Our website address is http www.pioneeres.com, and our telephone number is (855) 884-0575. Neither our website nor any information contained on our website is part of, nor incorporated by reference in, this prospectus. The Offering IssuerPioneer Energy Services Corp., a Delaware corporation Common Stock to be offered by the selling securityholders13,307,443 shares of Common Stock, including 12,558,015 shares of Common Stock issuable upon conversion of the Convertible Notes. 5.00% Convertible Senior Unsecured PIK Notes due 2025$167,440,199 aggregate principal amount of 5.00% Convertible Senior Unsecured PIK Notes due 2025, including $39,601,292 aggregate principal amount of 5.00% Convertible Senior Unsecured PIK Notes due 2025 issuable as interest payments on the Convertible Notes through the maturity date. Common Stock to be outstanding immediately after this offering1,138,185 shares of Common Stock (based on 1,138,185 shares outstanding as of November 13, 2020) Use of proceedsWe will not receive any proceeds from the sale of the Securities by the selling securityholders. Dividend policyWe have not paid any dividends on our Common Stock in either of the last two years and we do not currently intend to pay or declare any cash dividends on our Common Stock in the foreseeable future. In addition, we are also restricted in our ability to pay dividends under our debt arrangements.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0000840551_titan_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0000840551_titan_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..38c1a586d29ae54f71767d21d57a7b85582edfa3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0000840551_titan_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights certain information about us, this offering and selected information contained in the prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in the Common Shares. For a more complete understanding of our company and this offering, we encourage you to read and consider the more detailed information in the prospectus, including Risk Factors and the financial statements and related notes. Overview Our business plan consists of the development of computer-assisted robotic surgical technologies for application in MIS comprising our single-port robotic surgical system. The system under development includes a surgeon-controlled patient cart that includes a 3D high definition vision system and multi-articulating instruments for performing MIS procedures, and a surgeon workstation that provides the surgeon with an advanced ergonomic interface to the patient cart and a 3D endoscopic view inside the patient s body during MIS procedures. We intend to initially pursue gynecologic surgical indications for use of our single-port robotic surgical system. We have continuously evaluated our technologies under development for intellectual property protection through a combination of trade secrets and patent application filings and we have continued the filing and prosecution of patents. Our patent portfolio has increased from 12 issued patents at December 31, 2016 to 46 issued patents as of December 31, 2019. As of June 19, 2020, we have 52 patents and 85 patent applications. As part of our development efforts, we have established certain milestones related to technology and design advancements as well as preclinical and clinical studies and completion of regulatory submissions. To assess progress, we regularly test and evaluate our technology. If such evaluations indicate technical defects or failure to meet cost or performance goals, our development schedule could
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0000849636_respirerx_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0000849636_respirerx_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0000849636_respirerx_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0000869428_amcor-pty_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0000869428_amcor-pty_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..18f4893eb3dd233fcbce7e75212713595544f0b6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0000869428_amcor-pty_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information about us, the New Notes being offered by this prospectus and the Exchange Offers being made hereby. This summary is not complete and does not contain all of the information that you should consider prior to deciding whether or not to exchange your Existing Notes for New Notes. For a more complete understanding of Amcor, the New Notes and the Exchange Offers being made hereby, we encourage you to read this prospectus, as well as the documents incorporated and deemed to be incorporated by reference into this prospectus, in their entirety. Overview Amcor plc was incorporated on July 31, 2018 under the name "Arctic Jersey Limited" as a limited company under the laws of the Bailiwick of Jersey, in order to effect the acquisition of Bemis (the "Bemis Acquisition"), a global manufacturer of flexible packaging products, by Amcor Pty Ltd (then known as Amcor Limited). On October 10, 2018, Arctic Jersey Limited was renamed "Amcor plc" and became a public limited company incorporated under the Laws of the Bailiwick of Jersey. Upon incorporation and until the completion of the Bemis Acquisition, Amcor plc was a subsidiary of Amcor Pty Ltd. On June 11, 2019, the Bemis Acquisition was completed pursuant to the definitive merger agreement (the "Agreement") between Amcor Pty Ltd and Bemis dated August 6, 2018. In accordance with the terms of the Agreement, Bemis's shareholders received 5.1 shares of Amcor plc for each share of Bemis stock and Amcor Pty Ltd's shareholders received one Amcor plc CHESS Depositary Instrument ("CDI") for each share of Amcor Pty Ltd's stock issued and outstanding and Bemis and Amcor Pty Ltd became wholly-owned subsidiaries of Amcor plc. Upon completion of the transaction, Amcor plc's shares were registered with the SEC and traded on the New York Stock Exchange ("NYSE") under the symbol "AMCR" and the CDI's representing Amcor plc's shares on the Australian Securities Exchange ("ASX") are traded under the symbol "AMC." In addition, Amcor Pty Ltd's shares were delisted from the ASX and Bemis's shares were delisted from the NYSE. In order to satisfy certain regulatory approvals in connection with the Bemis Acquisition, the company was required to divest three of Bemis's medical packaging facilities located in the United Kingdom and Ireland ("EC Remedy") and three Amcor medical packaging facilities in the United States ("U.S. Remedy"). The company completed the sale of U.S. Remedy in the fourth quarter of fiscal year 2019 and, on August 8, 2019, the company completed the sale of EC Remedy (together with the sale of U.S. Remedy, the "Remedy Sales"). Amcor is a global packaging company with total sales of approximately $9.5 billion in fiscal year 2019 (including only 20 days of Bemis's sales from June 11, 2019 to June 30, 2019). Pro forma the Bemis Acquisition and the Remedy Sales, Amcor had total sales of approximately $13 billion in fiscal year 2019. We employ approximately 50,000 people across approximately 250 sites in more than 40 countries, and are a leader in developing and producing a broad range of packaging products including flexible and rigid packaging, specialty cartons and closures. In fiscal year 2019, the majority of sales were made to the defensive food, beverage, pharmaceutical, medical device home and personal care, and other consumer goods end markets. As a result of the Bemis Acquisition, Amcor gained Bemis's significant positions in consumer packaging in North America and Brazil. Amcor has a long history of growth in its core businesses, which has been derived from both organic and acquisition sources. Amcor's inorganic growth through acquisitions has facilitated its expansion into new geographies and industries. In the last ten years, Amcor has completed several acquisitions ranging from small business to larger-scale company acquisitions. The transactions which have had a material impact on Amcor's business portfolio in recent years include the acquisitions of Alcan Packaging in February 2010, Ball Plastics Packaging in August 2010, Alusa in June 2016 and the Bemis Acquisition. In an effort to enhance shareholder value, the company also demerged its Delaware (State or other jurisdiction of incorporation or organization) 3990 (Primary Standard Industrial Classification Code Number) 95-4559504 (I.R.S. Employer Identification Number) 2801 SW 149th Avenue, Suite 350, Miramar, Florida 33027 United States of America +1 954 499 4800 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents Australasia and Packaging Distribution business in December 2013 to enable Amcor to increase its focus and better pursue its growth agenda and strategic priorities. Business Strategy Strategy Our strategy consists of three components: a focused portfolio, differentiated capabilities, and our aspiration to be THE leading global packaging company. To fulfill our aspiration, we are determined to win for our customers, employees, shareholders and the environment. Focused portfolio Our portfolio of businesses share some important characteristics: a focus on primary packaging for fast-moving consumer goods, good industry structure, attractive relative growth, and multiple paths for us to win from our leadership position, scale and other competitive advantages. These criteria have led us to the focused portfolio of strong businesses we have today across flexible and rigid packaging, specialty cartons, and closures. Differentiated capabilities 'The Amcor Way' describes the capabilities deployed consistently across Amcor that enable us to get leverage across our portfolio: Talent, Commercial Excellence, Operational Leadership, Innovation, and Cash and Capital Discipline. Segment Information Flexibles Segment The Flexibles Segment develops and supplies flexible packaging globally. With approximately 43,000 employees at 190 facilities in 38 countries as of June 30, 2019, the Flexibles Segment is one of the world's largest suppliers of plastic, aluminum and fiber based flexible packaging. In fiscal year 2019, Flexibles accounted for approximately 70% of our consolidated net sales. Pro forma the Bemis Acquisition and the Remedy Sales, in fiscal year 2019, Flexibles accounted for approximately 78% of our consolidated net sales. Rigid Packaging Segment The Rigid Packaging Segment is one of the world's largest manufacturers of rigid plastic containers and related products. As of June 30, 2019, the Rigid Packaging Segment employed approximately 6,000 employees at 60 facilities in 12 countries. In fiscal year 2019, Rigid Packaging accounted for approximately 30% of our consolidated net sales. Pro forma the Bemis Acquisition and the Remedy Sales, in fiscal year 2019, Rigid Packaging accounted for approximately 22% of our consolidated net sales. Corporate Information Amcor plc's principal executive offices are located at 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom and its telephone number is +44 117 9753200. Bemis is a Missouri See Table of Additional Registrant Guarantors Below Table of Contents corporation and a 100%-owned subsidiary of Amcor plc. Bemis' principal executive offices are located at 2301 Industrial Drive, Neenah, WI 54956, United States and its telephone number is +1 920 527 5500. AFUI is a Delaware corporation and a 100%-owned subsidiary of Amcor plc. AFUI's principal executive offices are located at 2801 SW 149th Avenue, Suite 350, Miramar, FL 33027, United States and its telephone number is +1 954 499 4800. Our website is www.amcor.com. Information contained on or accessible through our website is not a part of this prospectus, other than documents that Amcor plc files with the SEC and incorporates by reference into this prospectus. Additional information about us is included in documents incorporated by reference into this prospectus. See "Where You Can Find More Information" and "Incorporation By Reference." Robert Mermelstein President Amcor Finance (USA), Inc. 2801 SW 149th Avenue, Suite 350, Miramar, Florida 33027 United States of America +1 954 499 4800 (Name, address, including zip code, and telephone number, including area code, of agent for service) with copies to: Mimma Barila Sidley Austin Level 10, 7 Macquarie Place Sydney, New South Wales 2000 Australia +61 2 8214 2200 Table of Contents Summary Description of the Exchange Offers The following is a description of some of the terms of the Exchange Offers. The following information is provided solely for your convenience, is not complete and does not contain all of the information that you need to consider in deciding whether or not to exchange your Existing Notes for New Notes. You should read the information appearing in this prospectus under the captions "Risk Factors," "The Exchange Offers," "Description of the New Notes," "Material United States Federal Income Tax Considerations" and "Plan of Distribution," as well as the other information contained in and incorporated by reference into this prospectus, for additional information concerning the terms of the Exchange Offers and the New Notes and the risks of investing in the New Notes. Background; Existing Notes In connection with the completion of certain private exchange offers, on June 13, 2019, Bemis issued $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 (the "Existing 2021 Notes") and $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 (the "Existing Bemis 2026 Notes") and AFUI issued $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 (the "Existing AFUI 2026 Notes") and $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 (the "Existing 2028 Notes"), each of which series of notes was not registered under the Securities Act, and which, collectively, we refer to in this prospectus as the "Existing Notes." Accordingly, in connection with the issuance of each series of Existing Notes, on June 13, 2019, the applicable Issuer and the applicable Guarantors entered into a registration rights agreement (each a "Registration Rights Agreement" and, collectively, the "Registration Rights Agreements") with the dealer managers for the private exchange offers, with respect to such series of Existing Notes. We are making the Exchange Offers in order to satisfy our obligations under the Registration Rights Agreements. The Exchange Offers On the terms and subject to the conditions set forth herein, Bemis is offering to exchange up to $346,652,000 aggregate principal amount of its 4.500% Guaranteed Senior Notes due 2021 that have been registered under the Securities Act (the "New 2021 Notes") for an equal principal amount of the Existing 2021 Notes (CUSIPs: 081437AM7; 081437AN5; U07321AG4; and U07321AH2) and up to $293,200,000 aggregate principal amount of its 3.100% Guaranteed Senior Notes due 2026 that have been registered under the Securities Act (the "New Bemis 2026 Notes") for an equal principal amount of the Existing Bemis 2026 Notes (CUSIPs: 081437AP0; 081437AQ8; and U07321AJ8). Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed maximum offering price per note Proposed maximum aggregate offering price(1) Amount of registration fee 4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc. $346,652,000 100% $346,652,000 $44,995.43 Guarantees of 4.500% Guaranteed Senior Notes due 2021(2) (3) 3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc. $293,200,000 100% $293,200,000 $38,057.36 Guarantees of 3.100% Guaranteed Senior Notes due 2026(2) (3) 3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc. $591,266,000 100% $591,266,000 $76,746.33 Guarantees of 3.625% Guaranteed Senior Notes due 2026(2) (3) 4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc. $497,508,000 100% $497,508,000 $64,576.54 Guarantees of 4.500% Guaranteed Senior Notes due 2028(2) (3) (1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended. (2)Bemis Company, Inc. fully and unconditionally guarantees the 3.625% Guaranteed Senior Notes due 2026 and the 4.500% Guaranteed Senior Notes due 2028 and Amcor Finance (USA), Inc. fully and unconditionally guarantees the 4.500% Guaranteed Senior Notes due 2021 and the 3.100% Guaranteed Senior Notes due 2026. See inside facing page for additional registrant guarantors, all of which are guarantors of each series of notes. (3)In accordance with Rule 457(n) under the Securities Act, no separate registration fee for the guarantees is payable. Table of Contents On the terms and subject to the conditions set forth herein, AFUI is offering to exchange up to $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 that have been registered under the Securities Act (the "New AFUI 2026 Notes") for an equal principal amount of the Existing AFUI 2026 Notes (CUSIPs: 02343UAC9; 02343UAD7; U02411AC7; and U02411AD5) and up to $497,508,000 aggregate principal amount of its 4.500% Guaranteed Senior Notes due 2028 that have been registered under the Securities Act (the "New 2028 Notes" and, together with the New 2021 Notes, the New Bemis 2026 Notes and the New AFUI 2026 Notes, the "New Notes") for an equal principal amount of the Existing 2028 Notes (CUSIPs: 02343UAE5; U02411AE3; and U02411AF0). The terms of each series of New Notes are substantially identical to those of the corresponding series of Existing Notes, except that the New Notes have been registered under the Securities Act, will not be subject to the transfer restrictions applicable to the Existing Notes, will not be entitled to the payment of additional interest provided for in the applicable Registration Rights Agreement, will not be entitled to registration rights or (subject to possible limited exceptions) other rights under the applicable Registration Rights Agreement, and the first interest payment date for and date from which interest will accrue on the New Notes of a series will be different from these applicable to the Existing Notes of that series. Each series of New Notes will also have a separate CUSIP number from that of the Existing Notes of the corresponding series. We sometimes refer to the New Notes and Existing Notes as, collectively, the "Notes" or, individually, a "Note." Except where the context indicates otherwise, references to the Notes, include the related Guarantees. The Existing Bemis Notes were issued and the New Bemis Notes will be issued under an indenture, dated as of June 13, 2019 (the "Bemis Notes Indenture"), among Bemis, as issuer, the Bemis Guarantors, as guarantors, and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"). The Existing AFUI Notes were issued and the New AFUI Notes will be issued under an indenture, dated as of June 13, 2019 (the "AFUI Notes Indenture"), among AFUI, as issuer, the AFUI Guarantors, as guarantors, and the Trustee. We refer to the Bemis Notes Indenture and the AFUI Notes Indenture together, as the "Indentures" and each, an "Indenture". The New Notes of a particular series and any Existing Notes of that series that remain outstanding after the related Exchange Offer will constitute a single series of notes under the Indenture for that series. The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Expiration Date Each Exchange Offer will expire at 5:00 p.m., New York City time, on , 2020 (which is the 21st business day following the date of this prospectus), unless extended or terminated in the applicable Issuer's sole and absolute discretion (which right is subject to applicable law). The term "Expiration Date" means , 2020, except that if an Issuer, in its sole and absolute discretion, extends the period of time during which an applicable Exchange Offer is open, "Expiration Date" shall mean, with respect to that Exchange Offer, the latest date to which that Exchange Offer has been extended. For further information, see "The Exchange Offers Terms of the Exchange Offers; Period for Tendering Existing Notes." Settlement Date The settlement date for each Exchange Offer (the "Settlement Date") will be promptly following the Expiration Date for such Exchange Offer and is expected to be within two business days after such Expiration Date. Representations by Tendering Holders By tendering your Existing Notes, you will acknowledge, represent and warrant to and agree with the applicable Issuer, the applicable Guarantors, the Exchange Agent and the Trustee that, among other things: you are not an "affiliate" (as defined in Rule 405 under the Securities Act) of the applicable Issuer or the applicable Guarantors; any New Notes you receive in the Exchange Offers will be acquired by you in the ordinary course of your business; you have no arrangement or understanding with any person to engage in, and you are not engaged in and do not intend to engage in, the distribution (within the meaning of the Securities Act) of the New Notes in violation of the Securities Act; you are not a broker-dealer that will receive New Notes in the Exchange Offers in exchange for Existing Notes that you purchased from the applicable Issuer for resale pursuant to Rule 144A under the Securities Act or any other available exemption from registration under the Securities Act; and if you are a broker-dealer that will receive New Notes for your own account in the Exchange Offers in exchange for Existing Notes that you acquired as a result of your market-making or other trading activities, you acknowledge that you will deliver (or, to the extent permitted by applicable law, make available) a prospectus meeting the requirements of the Securities Act to purchasers in connection with any resale of the New Notes you receive. For further information, see "Plan of Distribution." Table of Contents TABLE OF ADDITIONAL REGISTRANT GUARANTORS Exact Name of Additional Registrant as Specified in its Charter* State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification No. Amcor plc Jersey (Channel Islands) 98-1455367 Amcor UK Finance PLC England and Wales Not Applicable Amcor Pty Ltd Australia Not Applicable Table of Contents By tendering your Existing Notes, you will be deemed to make these and other acknowledgements, representations, warranties and agreements. For further information, see "The Exchange Offers Representations, Warranties and Covenants by Tendering Owners" and "The Exchange Offers Resales of New Notes." Conditions to the Exchange Offers Each Exchange Offer is subject to certain customary conditions, which may be waived by the applicable Issuer. No Exchange Offer is conditioned on the completion of any other Exchange Offer. In addition, an Issuer may amend the terms of an Exchange Offer without a corresponding amendment being made to the terms of any other Exchange Offer. For further information, see "The Exchange Offers Conditions to the Exchange Offers." Procedures for Tendering the Existing Notes The Existing Notes are currently in book-entry form and represented by global Existing Notes (the "Global Existing Notes") registered in the name of The Depository Trust Company ("DTC") or its nominee. Accordingly, you must tender your Existing Notes pursuant to DTC's Automated Tender Offer Program ("ATOP") for which the Exchange Offers are eligible and comply with the other procedures described in this prospectus. If you wish to tender your Existing Notes pursuant to an Exchange Offer, you must, prior to 5:00 p.m., New York City time, on the Expiration Date (i) transmit your acceptance of the applicable Exchange Offer (or cause same to be transmitted) through ATOP, (ii) transfer or cause your Existing Notes to be transferred through ATOP to the Exchange Agent's account at DTC established for purposes of the applicable Exchange Offer and (iii) cause DTC to transmit to the Exchange Agent an electronic confirmation of such transfer (a "Book-Entry Confirmation") that includes a message (an "Agent's Message") stating (i) the aggregate principal amount of Existing Notes that the applicable DTC participant has tendered on your behalf pursuant to the applicable Exchange Offer, (ii) that DTC has received from the tendering DTC participant an express acknowledgment that such participant has received a copy of this prospectus and agrees to be bound by the terms and conditions set forth in this prospectus and (iii) that the applicable Issuer may enforce such agreement against the tendering DTC participant. An Agent's Message in respect of a tender of Existing Notes must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date for such tender to be valid. There is no letter of transmittal for Existing Notes tendered in connection with the Exchange Offers. *The address for the principal executive office of Amcor plc and Amcor UK Finance PLC is 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom and the telephone number of that principal executive office is +44 117 9753200. The address for Amcor Pty Ltd's principal executive office is Level 11, 60 City Road, Southbank, Victoria 3006, Australia and the telephone number of Amcor Pty Ltd's principal executive office is +61 3 9226 9000. The primary standard industrial classification code number of each additional registrant is 3990. Table of Contents You may tender any or all of your Existing Notes; provided that Existing Notes may only be tendered in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and, if any Existing Note is tendered in part, the untendered portion of such Existing Note must be a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof. For further information, see "The Exchange Offers Procedures for Tendering Existing Notes" and "The Exchange Offers Book-Entry Transfers." If you are the beneficial owner of Existing Notes in book-entry form that are held through or registered in the name of a broker, dealer, bank or other financial institution or nominee and you wish to tender those Existing Notes in an Exchange Offer, you must promptly instruct such broker, dealer, bank or other financial institution or nominee, as the case may be, to tender those Existing Notes on your behalf prior to the expiration of the applicable Exchange Offer or, if you are a direct participant in DTC, you may give those instructions directly to DTC. So long as the Existing Notes of a particular series are in book-entry form represented by one or more Global Existing Notes, this is the only manner in which you will be able to tender your Existing Notes of that series. Withdrawal; Non-Acceptance You may withdraw, no later than 5:00 p.m., New York City time, on the Expiration Date of an Exchange Offer, any Existing Notes that you have tendered in that Exchange Offer by following the procedures described in this prospectus. Any Existing Notes which have been tendered for exchange but which are withdrawn or otherwise are not exchanged for any reason will be credited to the accounts at DTC of the applicable DTC participants without cost to the holders of such Existing Notes promptly after withdrawal of such Existing Notes or expiration or termination of the applicable Exchange Offer, as the case may be. For further information, see "The Exchange Offers Withdrawal Rights." No Guaranteed Delivery There are no guaranteed delivery procedures available in connection with the Exchange Offers. Accordingly, holders of Existing Notes must deliver or cause their Existing Notes and all other required documentation to be delivered to the Exchange Agent in accordance with the procedures described in this prospectus prior to 5:00 p.m., New York City time, on the Expiration Date for the related Exchange Offer. No Appraisal or Dissenters' Rights Holders of the Existing Notes do not have any appraisal or dissenters' rights in connection with the Exchange Offers. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED March 9, 2020 PRELIMINARY PROSPECTUS Bemis Company, Inc. Amcor Finance (USA), Inc. OFFERS TO EXCHANGE Any and all outstanding $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc. for Up to $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc. that have been registered under the Securities Act of 1933 and Any and all outstanding $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc. for Up to $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc. that have been registered under the Securities Act of 1933 OFFERS TO EXCHANGE Any and all outstanding $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc. for Up to $591,266,000 aggregate principal amount 3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc. that have been registered under the Securities Act of 1933 and Any and all outstanding $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc. for Up to $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc. that have been registered under the Securities Act of 1933 These exchange offers will expire at 5:00 p.m., New York City time, on , 2020, unless extended. This prospectus relates to the separate Exchange Offers (as defined below) being made by Bemis Company, Inc. ("Bemis") and Amcor Finance (USA), Inc. ("AFUI," and, together with Bemis, the "Issuers"), as applicable. Bemis has issued $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 (the "Existing 2021 Notes") and $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 (the "Existing Bemis 2026 Notes" and, together with the Existing 2021 Notes, the "Existing Bemis Notes") and AFUI has issued $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 (the "Existing AFUI 2026 Notes") and $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 (the "Existing 2028 Notes" and, together with the Existing AFUI 2026 Notes, the "Existing AFUI Notes"), in each case in private placement transactions. Amcor plc, Amcor Pty Ltd (formerly known as Amcor Limited) , AFUI and Amcor UK Finance PLC ("Amcor UK") each fully and unconditionally guarantee the Existing 2021 Notes and the Existing Bemis 2026 Notes; Amcor plc, Amcor Pty Ltd , Bemis and Amcor UK each fully and unconditionally guarantee the Existing AFUI 2026 Notes and the Existing 2028 Notes. Upon the terms and subject to the conditions set forth in this prospectus, Bemis is offering to exchange up to $346,652,000 aggregate principal amount of a new issue of 4.500% Guaranteed Senior Notes due 2021 (the "New 2021 Notes") and up to $293,200,000 aggregate principal amount of a new issue of 3.100% Guaranteed Senior Notes due 2026 (the "New Bemis 2026 Notes" and, together with the New 2021 Notes, the "New Bemis Notes") and the respective related guarantees as described below, for an equal principal amount of the corresponding series of Existing 2021 Notes and Existing Bemis 2026 Notes and the respective related guarantees. AFUI is offering to exchange up to $591,266,000 aggregate principal amount of a new issue of 3.625% Guaranteed Senior Notes due 2026 (the "New AFUI 2026 Notes") and up to $497,508,000 aggregate principal amount of a new issue of 4.500% Guaranteed Senior Notes due 2028 (the "New 2028 Notes" and, together with the New AFUI 2026 Notes, the "New AFUI Notes" and, together with the New Bemis Notes, the "New Notes") and the respective related guarantees as described below, for an equal principal amount of the corresponding series of Existing AFUI 2026 Notes and Existing 2028 Notes and the respective related guarantees. We refer to (i) each offer to exchange as an "Exchange Offer" and collectively as the "Exchange Offers"; (ii) the Existing Bemis Notes and the Existing AFUI Notes, collectively, as the "Existing Notes"; and (iii) the New Notes together with the Existing Notes as the "Notes." The New Notes will be unsecured and unsubordinated obligations of the applicable Issuer and will rank equally with the applicable Issuer's existing and future unsubordinated debt. The New Bemis Notes will be guaranteed on a joint and several basis (the "Bemis Guarantees") by Amcor plc, Amcor Pty Ltd, AFUI and Amcor UK (each, a "Bemis Guarantor" and collectively, the "Bemis Guarantors"). The New AFUI Notes will be guaranteed on a joint and several basis (the "AFUI Guarantees" and, together with the Bemis Guarantees, the "Guarantees") by Amcor plc, Amcor Pty Ltd, Bemis and Amcor UK (each, an "AFUI Guarantor" and collectively, the "AFUI Guarantors" and, together with the Bemis Guarantors, the "Guarantors"). The Guarantees will be unsecured and unsubordinated obligations of the Guarantors and will rank equally with all existing and future unsubordinated debt of each Guarantor. Each Issuer will exchange New Notes of each series issued by it for any and all of the outstanding Existing Notes of the corresponding series that are validly tendered and not validly withdrawn prior to the expiration or termination of the applicable Exchange Offer being made by this prospectus. You may withdraw, no later than 5:00 p.m., New York City time, on the Expiration Date (as defined herein) of the applicable Exchange Offer, any Existing Notes that you have tendered in the applicable Exchange Offer. Each Exchange Offer is subject to certain customary conditions that may be waived by the applicable Issuer. The terms of each series of New Notes are substantially identical to those of the corresponding series of Existing Notes, except that the New Notes of each series are registered under the Securities Act of 1933, as amended (the "Securities Act"), and the transfer restrictions, registration rights and related additional interest provisions applicable to the corresponding series of Existing Notes will not apply to the New Notes of such series. Each series of New Notes will also have a separate CUSIP number from that of the Existing Notes of the corresponding series. The exchange of Existing Notes for New Notes will not be a taxable event for U.S. federal income tax purposes. See "Material United States Federal Income Tax Considerations" for more information. Neither the Issuers nor the Guarantors will receive any proceeds from the Exchange Offers. If you do not exchange your Existing Notes for New Notes in the Exchange Offers, your Existing Notes will remain outstanding and will continue to accrue interest but will remain subject to restrictions on transfers. Each broker-dealer that receives New Notes for its own account pursuant to an Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. Each Issuer and the applicable Guarantors have agreed that, starting on the date of completion of an applicable Exchange Offer and ending on the close of business 180 days after such completion, they will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution". No public market exists for the New Notes or the Existing Notes. Neither the New Notes nor the Existing Notes will be listed on any securities exchange or included in any quotation system.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0000876378_asensus_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0000876378_asensus_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0000876378_asensus_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0000881524_vivus-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0000881524_vivus-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0000881524_vivus-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001021435_hopto-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001021435_hopto-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..442048e45a41beefb5c41270e0841790799a86d4
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001021435_hopto-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on February 28, 2020 Registration No. 333-236278 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HopTo, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 13-3899021 (State of Incorporation) (Primary Standard Industrial Classification Number) (I.R.S. Employer Identification Number) 6 Loudon Road, Suite 200 Concord, NH 03301 (800) 472-7466 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Jonathon R. Skeels Chief Executive Officer HopTo, Inc. 6 Loudon Road, Suite 200 Concord, NH 03301 (408) 688-2674 (Name, address, including zip code, and telephone number, including area code, of agent for service) With Copies to: Kenneth A. Schlesinger, Esq. and Jason D. Cabico, Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 (212) 451-2300 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities act registration statement number of the earlier effective registration statement for the same offering. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company [X] Emerging growth company [ ] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ] CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per share Proposed maximum aggregate offering price Amount of registration fee Subscription rights 8,666,667 $- $-(1) Shares of common stock (4) 8,666,667 $0.30 $2,600,000(2) $337.48(3) (1) The subscription rights are being distributed without consideration. Pursuant to Rule 457(g) under the Securities Act of 1933, as amended, no separate registration fee is payable with respect to the subscription rights since they are being registered on the same registration statement as the common stock offered hereby. (2) Represents the aggregate gross proceeds from the assumed exercise of all subscription rights to be distributed. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. In no event will the aggregate maximum offering price of all securities issued pursuant to this registration statement exceed $2,600,000. (3) Calculated based on the maximum aggregate offering price of the common stock underlying the subscription rights. The registrant is paying the fee with the filing of this Form S-1 registration statement. The registrant previously paid $337.48 in connection with the initial filing of the registrant s Form S-1 registration statement on February 5, 2020. No additional registration fee is due with this Amendment No. 1. (4) Pursuant to Rule 416, there are also deemed covered hereby such additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. The registrant hereby amends this Registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS Questions and Answers Relating to This Rights Offering ii Summary 1 Risk Factors 6 Capitalization 19 Use of Proceeds 20 The Rights Offering 21 The Backstop Agreement 30 U.S. Federal Income Tax Considerations 31 Description of Our Capital Stock 34 Plan of Distribution 37 Business 38 Management Discussion and Analysis 42 Security Ownership and Certain Beneficial Owners and Management Related 54 Legal Matters 55 Experts 55 Index to Financial Statements 56 ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus or any free writing prospectus we may authorize to be delivered to you. We have not, and have not authorized anyone else, to provide you with different or additional information. We are not making an offer of securities in any state or other jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus regardless of its time of delivery, and you should not consider any information in this prospectus or in any documents incorporated herein by reference to be investment, legal or tax advice. We encourage you to consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding an investment in our securities. Unless the context otherwise requires, "HopTo," "Company," "we," "our" and "us" refer to HopTo, Inc. and its subsidiaries. SUMMARY The following summary provides an overview of HopTo and this offering and may not contain all the information that is important to you. This summary is qualified in its entirety by, and should be read together with, the information contained in other parts of this prospectus and the documents we incorporate by reference. You should read this prospectus and any documents that we incorporate by reference carefully in their entirety before making a decision about whether to invest in our securities. We are developers of application publishing software which includes application virtualization software and cloud computing software for multiple computer operating systems including Windows, UNIX and several Linux-based variants. Our application publishing software solutions are sold under the brand name GO-Global, which is our sole revenue source. GO-Global is an application access solution for use and/or resale by independent software vendors ("ISVs"), corporate enterprises, governmental and educational institutions, and others who wish to take advantage of cross-platform remote access and web-enabled access to their existing software applications, as well as those who are deploying secure, private cloud environments We are a Delaware corporation, our corporate headquarters are located at 6 Loudon Road, Suite 200, Concord, NH 03301, and our phone number is (408) 688-2674. Our corporate website address is www.hopTo.com. The information contained in, or accessible through, our corporate website does not constitute part of this prospectus. The Rights Offering The Offering We are distributing at no charge to the holders of shares of our common stock and warrants as of the close of business on March 4, 2020, the effective date, one right for each share of our common stock outstanding and for each share of common stock underlying each warrant outstanding, in each case, owned of record on the effective date. The Rights The basic subscription privilege (as described below) is also referred to as the rights. Subscription Price If you validly exercise any of your rights, you will receive 0.83 shares of our common stock upon cash payment of $0.30 per whole share, the subscription price, to our rights agent. Basic Subscription Privilege Each basic subscription privilege entitles you to purchase 0.83 new shares of our common stock for every share of common stock and for each share of common stock underlying each warrant, in each case, you owned of record on the effective date. You may exercise all or a portion of your basic subscription privilege or you may choose not to exercise any basic subscription privilege at all. We have not included an over-subscription offer to purchase additional shares of our common stock that may remain unsubscribed as a result of any unexercised rights after the expiration of the rights offering. The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale of these securities is not permitted. SUBJECT TO COMPLETION, DATED FEBRUARY 28, 2020 PRELIMINARY PROSPECTUS HOPTO, INC. SUBSCRIPTION RIGHTS TO PURCHASE SHARES OF COMMON STOCK We are conducting a rights offering in which we are distributing, at no charge, to the holders of our common stock and warrants, rights to purchase up to 8,666,667 shares of our common stock, par value $0.0001 per share. Holders of our common stock and warrants will receive one right for each share of our common stock and for each share of common stock underlying each warrant, in each case, owned on the effective date of the offering which is anticipated to be the close of business on March 4, 2020, which we refer to herein as the basic subscription privilege or rights. Unexercised rights will be transferable only to the extent that the shares of our common stock and warrants to which they are attached are transferred from and after the effective date. The cash exercise price of each basic subscription privilege is $0.30, which we refer to as the subscription price. This rights offering does not include an over-subscription privilege, and rights holders who fully exercise their basic subscription privilege will not be entitled to exercise an over-subscription privilege to purchase additional shares of common stock that may remain unsubscribed as a result of any unexercised rights in the offering. A rights holder may only exercise rights in the aggregate for book-entry of whole numbers of shares of our common stock; no fractional shares of our common stock will be issued in this offering. The rights are exercisable beginning on the date of this prospectus and will expire if they are not exercised by 5:00 p.m., Eastern Time, on March 24, 2020, the expiration date, unless we extend the offering period. You should carefully consider whether to exercise your rights before the expiration date. Rights that are not exercised by the expiration date will expire and will have no value. All exercises of basic subscription privileges are irrevocable. We have issued and outstanding warrants to purchase an aggregate 481,335 shares of our common stock at an exercise price of $0.01 per share. The warrants expire on May 21, 2023. The exercise price of the warrants is subject to adjustment upon the occurrence of certain events, such as a split or combination of our common stock or a reorganization or merger to which we are a party. Holders of our outstanding warrants will receive one right in this offering for each of the shares of common stock into which each warrant would otherwise be exercisable as set forth on the face of the warrants held by each holder. Holders of the warrants are receiving rights pursuant to this offering as required by the terms of the warrants. If any rights remain unexercised after the expiration of the rights offering, a consortium of accredited investors including all of our directors and led by Novelty Capital Partners LP, has agreed to purchase, at the subscription price, in a private backstop commitment transaction separate from the rights offering, up to $2.41 million of shares of common stock not subscribed for by rights holders pursuant to the exercise of their subscription rights. As of the effective date, Novelty Capital beneficially owned approximately 14.0% of our common stock. Novelty Capital s Managing Partner, Jonathon R. Skeels, is a member of our board and our Chief Executive Officer and Interim Chief Financial Officer. No fees or other consideration will be paid by us to any of the investors in consideration of such backstop commitment. In light of the backstop commitment, we anticipate that we will receive gross proceeds of at least $2.41 million if the rights offering is completed, whether or not any of the rights are exercised by rights holders. Our common stock is currently traded on the OTC Markets under the symbol "HPTO." On February 26, 2020, the last reported sale price of our common stock was $0.58 per share. From the effective date to the expiration date, our common stock will trade on the OTC Markets along with the associated rights as a trading unit under the symbol "HPTOU" and CUSIP 440271 401. If you transfer shares of our common stock before the expiration date and before exercising the rights attached to the transferred shares, the rights associated with those shares of our common stock will transfer along with the shares of our common stock. Following the exercise of the rights, the trading unit will terminate and the common stock to which the rights had attached will be traded separately from such rights under the symbol "HPTO" and CUSIP 440271 302. Similarly, if you transfer our warrants before the expiration date and before exercising the rights attached to the warrants, the rights associated with those warrants will transfer along with warrants. If you exercise the rights and then transfer the common stock or warrants (as applicable) as to which the exercised rights originally attached, the new shares of our common stock issuable upon the exercise of the subscription privilege will be issued to you, and not any subsequent transferee of the underlying common stock or warrants. From and after the expiration date, each of the remaining units with unexercised rights will be exchanged for a share of common stock and all of our common stock will resume trading as "HPTO" under the CUSIP 440271 302. The
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001023198_stemgen_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001023198_stemgen_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f5e4ea30c46d6787387f02e874f04005b80780d5
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001023198_stemgen_prospectus_summary.txt
@@ -0,0 +1 @@
+CALCULATION OF REGISTRATION FEE Offering Price Per Share (2) Proposed Aggregate Offering Price (2) Amount of Registration Fee (3)(4) Title of Each Class of Securities to be Registered Amount to be Registered (1) Common stock 6,621,600 $ 0.80 $ 5,297,280 $ 687.59 (1) We are registering 6,621,600 shares of our common stock, par value $0.001 per share, 5,000,000 issuable on conversion of convertible preferred stock and 1,621,600 shares owned by common shareholders. In the event of stock splits, stock dividends or similar transactions involving the Common Stock, the number of shares being registered hereunder shall, unless otherwise expressly provided, automatically be deemed to cover the additional securities to be offered or issued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). If the adjustment provisions of the convertible notes require the registrant to issue more shares than are being registered in this registration statement, for reasons other than those stated in Rule 416 of the Securities Act, the registrant will file a new registration statement to register those additional shares. The convertible preferred stock is subject to a conversion cap of 4.99% of the total outstanding. Therefore, the holder of the convertible note does not have the "right" to hold more than the amount of the cap as expressed by the Commission s amicus curiae brief in the case of Mark Levy v. Southbrook International Investments, Ltd. (2nd Cir. Mar 31, 2001). (2) Offered at the fixed price based on the offering price per share on the date of this prospectus. (3) Pursuant to Rule 457(p), the $813.40 registration fee paid by the registrant with respect to Registration Statement File No. 333-202814, filed March 17, 2015, which was withdrawn by the registrant, is being applied to payment of the $902.46 registration fee with respect to this registration statement. (4) Previously paid. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JULY 28, 2020 6,621,600 Shares of Common Stock Offering Price $.80 per share This prospectus relates to the sale or other disposition from time to time of 6,621,600 shares of our common stock, par value $0.001 per share, by our stockholders, at a fixed price of $.80 per share . 5,000,000 shares of our common stock issuable upon conversion of Series A convertible preferred stock issued by the Company January 29, 2019 and 1,621,600 shares of common stock presently outstanding. The selling stockholders may sell the shares of common stock described in this prospectus at a fixed price of $.80 per share . See "Plan of Distribution" for more information about how the selling stockholders may sell the shares of common stock being registered pursuant to this prospectus. We will pay the expenses incurred in registering the shares, including legal and accounting fees. See "Plan of Distribution." Sales of our common stock are reported on the OTC Market Group, Inc. s OTC Pink tier under the ticker symbol SGNI. On July 26, 2020 , the closing quoted price of our common stock was $0.80 per share.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001045707_medgen-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001045707_medgen-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..db7adc3be4a135d1542d7d0f25592987b995648b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001045707_medgen-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1 1 mdin_s1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MedGen, Inc. (Exact name of registrant as specified in its charter) Wyoming 7374 88-0501944 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 17 Southwell Road Winnipeg, Manitoba R2G 2X2 Canada tel. no 204-612-3404 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) InCorp Services, Inc. 1910 Thomes Ave Cheyenne, WY 82001 USA (800) 246-2677 (Tel.) (Name, address, including zip code, and telephone number, including area code, of agent for service) As soon as practicable after the effective date of this Registration Statement. (Approximate date of commencement of proposed sale to the public) If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act: Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price (2) Amount of Registration Fee(2) Primary Offering Common Stock 25,000,000,000 $0.0001 $2,500,000 $324.50 Secondary Offering Common Stock 75,000,000,000 $0.0001 $7,500,000 $973.50 Total 100,000,000,000 $0.0001 $10,000,000 $1,298.00 (1) Pursuant to Rule 416 under the Securities Act, the shares of common stock offered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions. (2) Estimated solely for the purpose of calculating the registration fee under Rule 457(a) of the Securities Act. The Registrant hereby amends this Registration Statement (the "Registration Statement") on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. COPIES OF COMMUNICATIONS TO: The Doney Law Firm 4955 S. Durango Dr. Ste. 165 Las Vegas, NV 89103 (702) 982-5686 (Tel.) SUBJECT TO COMPLETION, October 23, 2020 The information contained in this prospectus is not complete and may be changed. The selling security holders may not sell these securities until the registration statement filed with the United States Securities and Exchange Commission (the "SEC") is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. MEDGEN, INC. PROSPECTUS 25,000,000,000 PRIMARY SHARES 75,000,000,000 SECONDARY SHARES We are offering up to 25,000,000,000 Shares in a direct offering (the "Primary Offering"). The shares will be offered at a fixed price of $0.0001 per share for the duration of the Primary Offering, even if our stock price in the market reflects differently. There is no minimum number of shares that must be sold by us for the Primary Offering to proceed and there is no assurance that we will sell any shares under the Primary Offering. We will retain the proceeds from the sale of any of the offered shares. The shares to be sold by us will be sold on our behalf by our officer and directors on a best efforts basis. They will not receive any commission on proceeds from the sale of our common shares on our behalf. See "Plan of Distribution and Determination of Offering Price." The selling security holders named in this prospectus are offering 75,000,000,000 common shares (the "Secondary Offering"). We will not receive any proceeds from the sale of shares being sold by selling security holders. The prices at which the selling security holders may sell their shares will be at a price of $0.0001 per share or, if we are quoted on the OTCQB, at prevailing market prices, prices related to prevailing market prices or at privately negotiated prices. The selling security holders may resell their shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. In addition, the selling security holders and any broker-dealers who execute sales for the selling security holders may be deemed to be an "underwriter" in connection with such sales. The selling security holders named in this prospectus will bear the costs of all commission or discounts, if any, attributable to the sale of their shares. We are bearing the costs, expenses and fees associated with the registration of the common shares in this prospectus. See "Plan of Distribution and Determination of Offering Price." The Primary Offering and the Secondary Offering will terminate one year after this registration statement is declared effective by the SEC. We do not have any arrangements to place any proceeds of the offering in escrow, trust or any other similar account. As of the date of this prospectus, we have a ticker symbol "MDIN" but there is no active public trading market for our common stock and no assurance that a trading market for our securities will ever develop. The purchase of the securities offered through this prospectus involves a high degree of risk. You should carefully read and consider the section of this prospectus titled "Risk Factors" on page 3 before buying any common shares. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. This Prospectus is dated October 23, 2020 SUMMARY As used in this prospectus, unless the context otherwise requires, "we," "us," "our," the "Company" and "Medgen" refers to Medgen, Inc. All dollar amounts in this prospectus are in U.S. dollars unless otherwise stated. You should read the entire prospectus before making an investment decision to purchase our common shares. Our Business On June 25, 2020, we acquired 9430075 Canada Ltd. ("Magnifind") in a share exchange transaction whereby we issued 1,000,000 shares of our newly created Series C Preferred Stock in exchange for all of the capital stock of Magnifind held by the shareholders of Magnifind. Magnifind is now our wholly owned operating subsidiary. As a result, through our operating subsidiary, we are in the business of providing better healthcare to patients through our website, magnifind.health, For professionals, magnifind.health is an affordable, cost effective, and trackable platform that efficiently helps attract and acquire new patients. With seamless technology, professionals can track patient calls in real-time and maintain and update their professional information on their customized personal office dashboard. Our principal executive office is located at 17 Southwell Road, Winnipeg, Manitoba R2G 2X2 Canada. Our phone number is 204-612-3404. Our website is magnifind.health. The information in our website is not made part of this Prospectus. Our independent registered public accountant has issued an audit opinion for our company, which includes a statement expressing substantial doubt as to our ability to continue as a going concern. If we are unable to obtain additional funds our business may fail. We intend to use the net proceeds from this offering to develop our business operations (See "Description of Business" and" Use of Proceeds"). Proceeds from this offering will be used to implement our business plan over the next twelve months. We require minimum funding of $75,000, which will be combined with our existing operating capital to conduct our proposed operations and pay all expenses for a minimum period of one year including expenses associated with maintaining a reporting status with the SEC. If we are unable to obtain minimum funding of $75,000, our business may fail. Even if we raise $75,000 from this offering, we will need more funds to develop our growth strategy. We expect that we will need the maximum of $2,500,000 from this offering to pursue our growth plans for the next twelve months. Without these funds, we will be unable to achieve our growth plans. As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop. EXPLANATORY NOTE This Registration Statement on Form S-1 (the "Registration Statement") is being filed to register the sale of up to 25,000,000,000 common shares at a fixed price of $0.0001 per share in a direct offering (the "Primary Offering") and the sale by the selling security holders of up to 75,000,000,000 common shares (the "Secondary Offering") at a price of $0.0001 per share or at prevailing market prices, prices related to prevailing market prices or at privately negotiated prices. See "Plan of Distribution" contained in the prospectus. We will only receive proceeds under the Primary Offering and we will not receive any proceeds from the sale of shares in the Secondary Offering. See "Use of Proceeds," "Plan of Distribution and Determination of Offering Price" and "Dilution" as contained in the prospectus. This Registration Statement contains only one prospectus and such prospectus will be the sole prospectus for the Primary Offering and the Secondary Offering. MEDGEN, INC. PROSPECTUS TABLE OF CONTENTS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001059784_generex_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001059784_generex_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9b084981263eb7968cbc238a54fa1c055bf46120
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001059784_generex_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus,
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001087022_alr_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001087022_alr_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8bbafa61443bfc16bfe1c758513889c3bf4a2b8d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001087022_alr_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 f2salr111320s1a.htm As filed with the Securities and Exchange Commission on [ ] Registration No.[] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALR TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Nevada 3669 88-0225807 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 7400 Beaufont Springs Dr, Suite 300 Richmond, Virginia 23225 (804) 554-3500 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Mr. Sidney Chan President, Chief Executive Officer, Chairman ALR Technologies Inc. 7400 Beaufont Springs Dr, Suite 300 Richmond, Virginia 23225 (804) 554-3500 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Macdonald Tuskey Corporate & Securities Lawyers 409 – 221 W. Esplanade North Vancouver BC V7M 3J3 (604) 973-0579 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act: Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title Of Each Class Of Securities To Be Registered(1) Amount to be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Rights to purchase Common Stock — — — — Common Stock, $0.001 par value per share 127,522,227 $0.05 $ 6,376,111.35 (2) $872.62(3)(4) (1) This registration statement relates to shares of our common stock issuable upon the exercise of subscription rights. (2) Represents the aggregate gross proceeds from the issuance of the maximum number of shares of common stock that may be issued pursuant to the exercise of rights. (3) Calculated pursuant to Rule 457(o) of the rules and regulations under the Securities Act of 1933, as amended, based on an estimate of the proposed maximum aggregate offering price. (4) Submitted herewith The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the "SEC"). The exhibits to the registration statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase our common stock, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the sections entitled "Information Incorporated by Reference" and "Where You Can Find More Information." You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with additional or different information from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus regardless of the time of delivery of this prospectus or any exercise of the rights. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read carefully the entirety of this prospectus and any applicable prospectus supplement, as well as the documents incorporated by reference in this prospectus and any applicable prospectus supplement, before making an investment decision. The distribution of this prospectus and the rights offering and the sale of shares of our common stock in certain jurisdictions may be restricted by law. This prospectus does not constitute an offer of, or a solicitation of an offer to buy any shares of common stock in any jurisdiction in which such offer or solicitation is not permitted. No action is being taken in any jurisdiction outside the United States to permit an offering of the common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to those jurisdictions. References in this prospectus to "ALR", "the Company", "we", "us", or "our", unless the context otherwise requires, refer to ALR TECHNOLOGIES INC., a Nevada corporation, together with its consolidated subsidiaries. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus includes "forward-looking statements", as such term is used within the meaning of the Private Securities Litigation Reform Act of 1995. These "forward-looking statements" are not based on historical fact and involve assessments of certain risks, developments, and uncertainties in our business looking to the future. Such forward-looking statements can be identified by the use of terminology such as "may", "will", "should", "expect", "anticipate", "estimate", "intend", "continue", or "believe", or the negatives or other variations of these terms or comparable terminology. Forward-looking statements may include projections, forecasts, or estimates of future performance and developments. Forward-looking statements contained in this prospectus are based upon assumptions and assessments that we believe to be reasonable as of the date of this prospectus. Whether those assumptions and assessments will be realized will be determined by future factors, developments, and events, which are difficult to predict and may be beyond our control. Actual results, factors, developments, and events may differ materially from those we assumed and assessed. Risks, uncertainties, contingencies, and developments, including those identified in the "Risk Factors" section of this prospectus and in our most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q and other filings we make with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), incorporated by reference herein, could cause our future operating results to differ materially from those set forth in any forward-looking statement. There can be no assurance that any such forward-looking statement, projection, forecast or estimate contained can be realized or that actual returns, results, or business prospects will not differ materially from those set forth in any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments. SUMMARY Our Company ALR Technologies Inc. (the "Company" or "ALRT") was incorporated under the laws of the State of Nevada on March 24, 1987 as Mo Betta Corp. In April 1998, the Company changed its business purpose to marketing a pharmaceutical compliance device. In December 1998, the common shares of the Company began trading on the Bulletin Board operated by the National Association of Securities Dealers Inc. under the symbol "MBET." On December 28, 1998, the Company changed its name from Mo Betta Corp. to ALR Technologies Inc. Subsequently the symbol was changed to "ALRT." In 2011, the Company located its headquarters at 7400 Beaufont Springs Drive, Suite 300, Richmond, Virginia, 23225. During 2011, the Company received FDA clearance and achieved HIPAA compliance for its Diabetes Management System. With these key achievements and successful clinical trials completed, the Company began implementing its commercialization strategy which included a pilot program with patients in Kansas in 2014. The Company obtained significant findings from this pilot program which led to the development of its Insulin Dosage Adjustment, for which it received FDA clearance in 2017, and Predictive A1C, for which it has submitted for worldwide patent application under the patent cooperation treaty to the World Intellectual Property Organization. The Company is actively seeking to commence revenue generating activities. Our Products Products ALRT has developed its Diabetes Solution product by utilizing internet-based technologies to facilitate the health care provider s ability to monitor their diabetes patients health and ensure adherence to health maintenance activities. The ALRT Diabetes Solution is a remote monitoring and care facilitation platform that allows patients to upload the blood glucose data from their meters on a weekly basis. The ALRT System processes and converts each data set to a Predictive A1C value and shares it with the patient and the patient s physician. The Solution provides the physician with therapy advancement suggestions based on current clinical practice guidelines. Patients receive therapy assessments and adjustments in much shorter cycles, keeping A1Cs at targeted levels, mitigating diabetes complications and lowering costs of care. ALRT previously conducted a clinical trial utilizing manual blood glucose data analysis and follow-up care. The trial demonstrated that remote diabetes care is associated with significant lowering of A1C levels. The study concluded that continuing intervention using an internet-based glucose monitoring system is an effective way of improving glucose control compared to conventional care. A second clinical trial demonstrated that this type of Internet-based Blood Glucose Monitoring System (IBGMS) was associated with comparable reductions in A1C levels with that of more expensive Continuing Glucose Monitoring Systems (CGMS). The Company is seeking to commercialize its Diabetes Solution and has commenced pilot programs in Singapore and the United States. The Company has undertaken the pilot programs to demonstrate the added value of the predictive A1C and therapy advancement features of the ALRT System. In the future, the Company may seek to adapt its Diabetes Solution to be used in the management of other chronic diseases. The Company may be required to obtain additional clearance from the FDA prior to commencing selling activities in the United States for other chronic health conditions. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED October 30, 2020 PRELIMINARY PROSPECTUS ALR TECHNOLOGIES INC. Up to 127,522,227 Shares of Common Stock Issuable Upon the Exercise of Rights to Subscribe for such Shares at $0.05 per Share We are distributing, at no charge to our stockholders, non-transferable subscription rights to purchase up to an aggregate of 127,522,227 shares of our common stock, $0.001 par value per share. In the rights offering, you will receive one (1) subscription right for each share of common stock you hold as of 5:00 p.m. Eastern Time, October 30, 2020, the record date of the rights offering. Each whole subscription right will entitle you to purchase one share of our common stock, which we refer to as the "basic subscription right," at a subscription price of $0.05 per share (a price that is an 19.4% discount to the closing price of our common stock of $0.062 as reported on the OTCQB on the record date) subject to certain limitations. There is no over-subscription privilege: management may, at its discretion, allocate unexercised subscription rights to non-shareholders within 90 days following the expiration date of the offering. Subscription rights may only be exercised in whole numbers; we will not issue fractional shares and will round all of the subscription rights down to the nearest whole number. Our Chairman Sidney Chan, who, together with his affiliates, owns an aggregate of 383,498,482 shares of our common stock, or approximately 75% of the shares outstanding, and our Directors Peter Stafford, Kenneth Robulak, Alfonso Salas, and Ronald Cheng, who collectively own an aggregate of 4,473,538 shares of our common stock, or approximately 0.9% of the shares outstanding, have each agreed with us not to exercise their respective basic subscription rights. None of basic subscription rights attached to the shares of common stock owned by Mr. Chan or his affiliates are being registered pursuant to this offering, and may not, accordingly, be allocated to any non-shareholder subscribers. The subscription rights attached to the 4,473,538 shares of common stock held by our Directors are being registered pursuant to this offering, and will be available for allocation by management to non-shareholders within 90 days following the expiration date of the offering. . We will not issue fractional shares. If the number of subscription rights you receive would otherwise permit you to purchase a fraction of a share, the number of shares that you may purchase will be rounded down to the nearest whole share. The subscription rights will expire if they are not exercised before 5:00 p.m., Eastern Time, on December 15, 2020. We reserve the right to extend the expiration date one or more times. Our Board may in its sole discretion cancel the rights offering at any time and for any reason. Our Board is not making any recommendation regarding your exercise of the subscription rights. You should carefully consider whether to exercise your subscription rights before the expiration of the rights offering. All exercises of subscription rights are irrevocable. If our Board cancels this offering, the subscription agent will return all subscription payments it has received for the cancelled rights offering without interest or penalty. The subscription agent will hold the funds we receive from subscribers until completion or cancellation of the rights offering. The subscription rights may not be sold, transferred or assigned. There is no minimum subscription amount required for consummation of the rights offering. QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING The following are examples of what we anticipate will be common questions about the rights offering. The answers are based on selected information included elsewhere in this prospectus. The following questions and answers do not contain all of the information that may be important to you and may not address all of the questions that you may have about the rights offering. This prospectus and the documents incorporated by reference contain more detailed descriptions of the terms and conditions of the rights offering and provide additional information about us and about our business, including potential risks related to the rights offering, our common stock, and our business. Exercising the subscription rights and investing in our securities involve a high degree of risk. We urge you to carefully read the section entitled "Risk Factors" beginning on page 7 of this prospectus and all other information included in, or incorporated by reference into, this prospectus in its entirety before you decide whether to exercise your subscription rights. What is the rights offering? We are distributing to holders of shares of our common stock as of 5:00 p.m., Eastern Time, on October 30, 2020, which is the record date for the rights offering, at no charge, non-transferable subscription rights to purchase shares of our common stock. You will receive 1 subscription right for each share of common stock you owned as of 5:00 p.m., Eastern Time, on the record date. Each whole subscription right entitles the holder to a basic subscription right, which is described below. The common stock to be issued in the rights offering, like our existing shares of common stock, will be quoted on the OTCQB electronic quotation service under the symbol "ALRT" Why are we conducting the rights offering? We are conducting the rights offering to provide for our general working capital needs. For a detailed discussion, see "Use of Proceeds." Based on the information and analyses regarding the rights offering prepared by management, and the recommendation of management that the rights offering is in the best interests of the Company in light of the information available to management, and the additional information and documentation reviewed by our Board of Directors (our "Board"), our Board approved the rights offering and determined that the rights offering is in the best interests of the Company and its stockholders. However, our Board is not making any recommendation regarding your exercise of the subscription rights. How was the subscription price determined? The Board has determined the subscription price based on a variety of factors, including historical and current trading prices for our common stock, recent share based transactions involving our affiliates, the price of most recently issued outstanding stock options held by our affiliates, general business conditions, our need for capital, alternatives available to us for raising capital, potential market conditions, and our desire to provide an opportunity to our stockholders to participate in the rights offering on a pro rata basis. In particular, our board determined the subscription price based our September 21, 2020 issuance of 240,000,000 common shares to our affiliates, Mr. Sidney Chan and Ms. Christine Kan, at a price of $0.05 per share to retire outstanding debt in the aggregate amount of $12,000,000. In conjunction with its review of these factors, the Board also reviewed our history and prospects, including our past and present earnings, our prospects for future earnings, and the outlook for our industry, and our current financial condition. The subscription price is not necessarily related to our book value, tangible book value, multiple of earnings or any other established criteria of value and may or may not be considered the fair value of our common stock to be offered in the rights offering. You should not consider the subscription price as an indication of value of the Company or our common stock. You should not assume or expect that, after the rights offering, our shares of common stock will trade at or above the subscription price in any given time period. The market price of our common stock may decline during or after the rights offering and you may not be able to sell the shares of our common stock purchased during the rights offering at a price equal to or greater than the subscription price. You should obtain a current quote for our common stock before exercising your subscription rights and make your own assessment of our business and financial condition, our prospects for the future, and the terms of the rights offering. OFFERING SUMMARY The following summary describes the principal terms of the rights offering, but is not intended to be complete. See the information under the heading "The Rights Offering" in this prospectus for a more detailed description of the terms and conditions of the rights offering. Securities Offered We are distributing to you, at no charge, one non-transferable subscription right for each share of our common stock that you owned as of 5:00 p.m., Eastern Time, on October 30, 2020, either as a holder of record or, in the case of shares held of record by custodian banks, brokers, dealers or other nominees on your behalf, as a beneficial owner of such shares. Subscription Price $0.05 per share of common stock. To be effective, any payment related to the exercise of a subscription right must clear prior to the expiration of the rights offering period. You may exercise all or a portion of your subscription rights, or you may choose not to exercise any subscription rights at all. Record Date 5:00 p.m., Eastern Time, on October 30, 2020. Expiration of the Rights Offering 5:00 p.m., Eastern Time, on December 15, 2020. We may extend the rights offering without notice to you. Use of Proceeds We expect the aggregate net proceeds from the rights offering will be approximately $6,320,000 if all subscription rights are exercised. We intend to use the net proceeds to provide for our general working capital needs. The precise amount and timing of the application of such proceeds will depend upon our funding requirements and the availability and cost of other funds. See "Use of Proceeds." Basic Subscription Right Each whole subscription right entitles you to purchase one share of our common stock at a subscription price of $0.05 per share. The number of subscription rights you may exercise appears on your rights certificate. Subscription rights may only be exercised in whole numbers; we will not issue fractional shares and will round all of the subscription rights down to the nearest whole number. Over-Subscription Privilege There is no over-subscription privilege. We do not expect all of our stockholders to exercise all of their basic subscription rights. To the extent that any basic subscription rights are not exercised, management may, at its discretion and within 90 days following the expiration date of the offering, allocate any or all of those rights to non-shareholders. Non-Transferability of Rights The subscription rights may not be sold, transferred or assigned and will not be quoted for trading on the OTC Markets quotation system or on any other stock exchange or market. Our common stock is quoted on the OTCQB electronic quotation service operated by OTC Markets Group under the symbol "ALRT." The shares of common stock issued in the rights offering will also be quoted on the OTCQB under the same symbol. The subscription rights will not be listed for trading on the NASDAQ or on any other stock exchange or market. On October 30, 2020, the closing price for our common stock, as quoted on the OTCQB, was $0.062 per share. As of the close of business on October 30, 2020, there were 511,020,709 shares of common stock issued and outstanding. Investing in our common stock involves certain risks. See "Risk Factors" beginning on page 7 to read about factors you should consider before exercising your subscription rights. This is not an underwritten offering. The subscription rights are being offered directly by us without the services of an underwriter or selling agent. Upon completion of the rights offering, stockholders who do not fully exercise their subscription rights will own a smaller proportional interest in the Company than if they had timely and fully exercised their subscription rights. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2020. What is the basic subscription right? Each basic subscription right gives our stockholders the opportunity to purchase one share of our common stock at a subscription price of $0.05 per share a price that is equal to a 19.4% discount to the closing price of our common stock as reported on the OTCQB on the record date), subject to the limits described below. We have granted to you, as a stockholder of record as of 5:00 p.m., Eastern Time, on the record date, one subscription right for each share of our common stock you owned at that time. For example, if you owned 100 shares of our common stock as of 5:00 p.m., Eastern Time, on the record date, you would have received 100 subscription rights and would have the right to purchase one hundred shares of common stock for $0.05 per share subject to certain limitations. You may exercise all or a portion of your basic subscription rights or you may choose not to exercise any subscription rights at all. Subscription rights may only be exercised in whole numbers; we will not issue fractional shares and will round all of the subscription rights down to the nearest whole number. If you hold an ALRT stock certificate, the number of basic subscription rights you may exercise is indicated on the enclosed rights certificate. If you hold your shares in the name of a custodian bank, broker, dealer or other nominee, you will not receive a rights certificate. Instead, the Depository Trust Company ("DTC") will issue one subscription right to the nominee record holder for each share of our common stock that you own at the record date. If you are not contacted by your custodian bank, broker, dealer or other nominee, you should contact your nominee as soon as possible. Is there an over-subscription privilege? No. We do not expect all of our stockholders to exercise all of such stockholder s basic subscription rights. To the extent that our stockholders do not exercise their basic subscription rights, management may, at its discretion and within 90 days following the expiration date of the offering, allocate any or all of those unexercised subscription rights to non-shareholders of the Company. If I am a holder of stock options, may I participate in the rights offering? No. Holders of stock options on the record date will not be entitled to participate in the rights offering, except to the extent they hold shares of our common stock on the record date. Following the consummation of the rights offering, the Company anticipates making an equitable adjustment to unexercised stock options to reflect the issuance of shares in the rights offering. No Board Recommendation Our Board is not making any recommendation regarding the exercise of your subscription rights. You are urged to make your decision based on your own assessment of our business and the rights offering. Revocation All exercises of subscription rights are irrevocable, even if the market price of our common stock falls below the subscription price or you later learn of information that you consider to be unfavorable to the exercise of your subscription rights. You should not exercise your subscription rights unless you are certain that you wish to purchase shares of our common stock in the rights offering. Material U.S. Federal Income Tax Considerations For U.S. federal income tax purposes, holders of shares of our common stock should not recognize gain or loss upon receipt or exercise of a subscription right. You should consult with your own tax advisor as to the tax consequences to you of the receipt, exercise or lapse of the rights in light of your particular circumstances. Please see "Material U.S. Federal Income Tax Consequences." Extension and Cancellation Although we do not presently intend to do so, we have the option to extend the rights offering expiration date. Our Board may cancel the rights offering at any time before its expiration for any reason. In the event that the rights offering is cancelled, all subscription payments received by the subscription agent will be returned promptly, without interest or penalty. Procedures for Exercising Rights To exercise your subscription rights, you must take the following steps: If you hold an ALRT stock certificate, you must deliver payment and a properly completed and signed rights certificate to the subscription agent to be received before 5:00 p.m., Eastern Time, on December 15, 2020. You may deliver the documents and payment by U.S. mail or courier service. If U.S. mail is used for this purpose, we recommend using registered mail, properly insured, with return receipt requested. If you are a beneficial owner of shares that are registered in the name of a custodian bank, broker, dealer or other nominee, you will not receive a rights certificate. You should instruct your nominee to exercise your subscription rights on your behalf. Please follow the instructions of your nominee, who may require that you meet a deadline earlier than 5:00 p.m., Eastern Time, on December 1, 2020. If you cannot deliver rights certificate to the subscription agent on time, you may follow the guaranteed delivery procedures described under "The Rights Offering—Notice of Guaranteed Delivery." Subscription Agent We retained Pacific Stock Transfer to serve as the subscription agent. The subscription agent will hold funds received in payment for shares of our common stock in a segregated account pending completion of the rights offering. The subscription agent will hold this money until the rights offering is completed or is withdrawn and canceled. If the rights offering is canceled for any reason, all subscription payments received by the subscription agent will be returned promptly, without interest or penalty. Am I required to exercise all of the subscription rights I receive in the rights offering? No. You may exercise any number of your subscription rights, or you may choose not to exercise any subscription rights. If you do not exercise any subscription rights, the number of shares of our common stock you own will not change; however, you will own a smaller proportional interest in the Company than if you had timely exercised all or a portion of your subscription rights. If you choose not to exercise your subscription rights or if you exercise fewer than all of your subscription rights and other stockholders fully exercise their subscription rights or exercise a greater proportion of their subscription rights than you exercise, or if management places unexercised subscription rights with non-shareholder purchasers, the percentage of our common stock owned by these other stockholders will increase relative to your ownership percentage, and your voting and other rights in the Company will likewise be diluted. How soon must I act to exercise my subscription rights? If you received a rights certificate and elect to exercise any or all of your subscription rights, the subscription agent must receive your completed and signed rights certificate and payment (and your payment must clear) prior to the expiration of the rights offering, which is December 15, 2020, at 5:00 p.m., Eastern Time, unless you have used the guaranteed delivery procedures described under "The Rights Offering—Notice of Guaranteed Delivery." If you hold your shares in the name of a custodian bank, broker, dealer or other nominee, your nominee may establish a deadline prior to 5:00 p.m., Eastern Time, on December 15, 2020 by which you must provide it with your instructions to exercise your subscription rights and payment for your shares. Our Board may, in its discretion, extend the rights offering one or more times. Our Board may cancel or amend the rights offering at any time before its expiration. In the event that the rights offering is cancelled, all subscription payments received will be returned promptly, without interest or penalty. Although we will make reasonable attempts to provide this prospectus to holders of subscription rights, the rights offering and all subscription rights will expire at 5:00 p.m., Eastern Time, on December 15, 2020 (unless extended), whether or not we have been able to locate each person entitled to subscription rights. May I transfer my subscription rights? No. You may not sell, transfer or assign your subscription rights to anyone. Subscription rights will not be listed for trading on the OTCQB or on any stock exchange or market. Rights certificates may only be completed by the stockholder who receives them. Are we requiring a minimum subscription to complete the rights offering? There is no aggregate minimum we must receive to complete the rights offering. Has our Board made a recommendation to our stockholders regarding the rights offering? No. Our Board is not making a recommendation regarding your exercise of the subscription rights. Stockholders who exercise subscription rights risk investment loss on new money invested. We cannot predict the price at which our shares of common stock will trade, and therefore, we cannot assure you that the market price for our common stock will be above the subscription price or that anyone purchasing shares at the subscription price will be able to sell those shares in the future at the same price or a higher price. You are urged to make your decision based on your own assessment of our business and the rights offering. Please see "Risk Factors" in this prospectus and all other information included in, or incorporated by reference into, this prospectus for a discussion of some of the risks involved in investing in our common stock. Fees and Expenses We are not charging any fee or sales commission to issue subscription rights to you or to issue shares to you if you exercise your subscription rights (other than the subscription price). If you exercise your subscription rights through a custodian bank, broker, dealer or other nominee, you are responsible for paying any fees your nominee may charge you. No Purchase Commitment Our Chairman Sidney Chan, who, together with his affiliates, owns an aggregate of 383,498,482 shares of our common stock, or approximately 75.05% of the shares outstanding, and our Directors Peter Stafford, Kenneth Robulak, Alfonso Salas, and Ronald Cheng, who collectively own an aggregate of 4,473,538 shares of our common stock, or approximately 0.9% of the shares outstanding, have each agreed with us not to exercise their respective basic subscription rights. None of basic subscription rights attached to the shares of common stock owned by Mr. Chan or his affiliates are being registered pursuant to this offering, and will not, accordingly be available for purchase by non-shareholders. The subscription rights attached to the 4,473,538 shares of common stock held by our Directors are being registered pursuant to this offering, and will be available for purchase by non-shareholders at the discretion of management within 90 days following the expiration date of the offering. Shares Outstanding Before the Rights Offering As of October 30, 2020, 511,020,709 shares of our common stock were issued and outstanding and 5,873,722,209 were issued and outstanding on a fully diluted basis. 638,542,936 shares of our common stock are expected to be issued and outstanding after the rights offering. Shares Outstanding After the Rights Offering Assuming that all of the subscription rights are exercised, we will issue approximately 127,522,227 shares of common stock in the rights offering and, assuming no additional shares of common stock are issued by the Company prior to consummation of the rights offering, will have approximately 638,542,936 shares of common stock outstanding after consummation of the rights offering and 6,001,244,436 shares of common stock outstanding after consummation of the rights offering on a fully diluted basis. Trading Symbols Our common stock is quoted on the OTCQB electronic quotation system under the trading symbol "ALRT." The shares of common stock issued in the rights offering will also be quoted on the OTCQB under the same symbol. The subscription rights will not be quoted for trading on the OTCQB, or listed on any other stock exchange or market. Risk Factors Exercising the subscription rights and investing in our securities involve a high degree of risk. We urge you to carefully read the section entitled "Risk Factors" beginning on page 7 of this prospectus and all other information included in, or incorporated by reference into, this prospectus in its entirety before you decide whether to exercise your subscription rights. Information Agent You should direct any questions or requests for assistance concerning the method of subscribing for common shares or for additional copies of this prospectus the information agent, Pacific Stock Transfer. How do I exercise my subscription rights if I own shares in certificate form? If you hold an ALRT stock certificate and you wish to participate in the rights offering, you must take the following steps: deliver a properly completed and signed rights certificate, and related subscription documents, to the subscription agent before 5:00 p.m., Eastern Time, on December 15, 2020; and deliver payment to the subscription agent (as described below) before 5:00 p.m., Eastern Time, on December 15, 2020. In certain cases, you may be required to provide additional documentation or signature guarantees. Please follow the delivery instructions on the rights certificate. Do not deliver documents to the Company. You are solely responsible for completing delivery to the subscription agent of your subscription documents, rights certificate and payment. We urge you to allow sufficient time for delivery of your subscription materials to the subscription agent so that the subscription agent receives the materials before 5:00 p.m., Eastern Time, on December 15, 2020. If you cannot deliver your rights certificate to the subscription agent prior to the expiration of the Rights Offering, you may follow the guaranteed delivery procedures described under "The Rights Offering—Notice of Guaranteed Delivery." If you send a payment that is insufficient to purchase the number of shares you requested, or if the number of shares you requested is not specified in the forms, the payment received will be applied to exercise your subscription rights to the fullest extent possible based on the amount of the payment received, subject to the availability of shares in the rights offering and the elimination of fractional shares. Any excess subscription payments received by the subscription agent will be returned promptly, without interest, following the expiration of the rights offering. What form of payment is required to purchase the shares of our common stock? As described in the instructions accompanying the rights certificate, payments submitted to the subscription agent must be made in full United States currency by personal check payable to Pacific Stock Transfer fbo ALR Technologies Inc., the subscription agent, drawn upon a United States or Canadian bank. Payment will be deemed to have been received by the subscription agent only upon the subscription agent s receipt of a personal check, receipt and clearance of such check. Please note that funds paid by uncertified personal check may take at least seven business days to clear. Accordingly, if you wish to pay by means of an uncertified personal check, we urge you to make payment sufficiently in advance of the expiration date to ensure that the subscription agent receives cleared funds before that time. What should I do if I want to participate in the rights offering, but my shares are held in the name of a custodian bank, broker, dealer or other nominee? If you hold your shares of common stock through a custodian bank, broker, dealer or other nominee, then your nominee is the record holder of the shares you own. If you are not contacted by your nominee, you should contact your nominee as soon as possible. Your nominee must exercise the subscription rights on your behalf for the shares of common stock you wish to purchase. You will not receive a rights certificate. Please follow the instructions of your nominee. Your nominee may establish a deadline that may be before 5:00 p.m., Eastern Time, on December 15, 2020, the expiration date for the rights offering. RISK FACTORS Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the risks described below, and other information contained in our most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q and other filings we make with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), incorporated by reference herein, before making an investment decision. Additional risks and uncertainties that we are unaware of may become important factors that affect us. If any of these risks actually occurs, our business, financial condition or operating results may suffer, the trading price of our common stock could decline, and you may lose all or part of your investment. RISKS RELATED TO THE RIGHTS OFFERING The future price of our shares of common stock may be less than the $0.05 per share subscription price in the rights offering. If you exercise your subscription rights to purchase shares of common stock in the rights offering, you may not be able to sell them later at or above the $0.05 per share subscription price in the rights offering. The actual market price of our common stock could be subject to wide fluctuations in response to numerous factors, some of which are beyond our control. These factors include, among other things, our operating results and cash flow, business conditions in our industry, the general state of the securities markets, as well as general economic and market conditions, such as downturns in our economy and recessions. You may be committed to buying common stock at a price above the prevailing market price of our common stock. Once you exercise your subscription rights, you may not revoke them. If you exercise your subscription rights and, afterwards, the public trading market price of our shares of common stock decreases below the subscription price, you will have committed to buying shares of our common stock at a price above the prevailing market price and could have an immediate unrealized loss. Our common is quoted on the OTCQB electronic quotation system under the ticker symbol "ALRT," and on October 30, 2020, the closing price for our common stock, as reported on the OTCQB, was $0.062 per share. We cannot assure you that the market price of our shares of common stock will not decline after you exercise your subscription rights. Moreover, we cannot assure you that following the exercise of your subscription rights you will be able to sell your shares of common stock at a price equal to or greater than the subscription price. This offering may cause the market price of our common stock to decrease. The subscription price, together with the number of shares of common stock we propose to issue and ultimately will issue in the rights offering, may result in an immediate decrease in the market price of our common stock. This decrease may continue throughout and after the completion of the rights offering. If that occurs, you may have committed to buy common stock in the rights offering at a price greater than the prevailing market price of our common stock. Further, if a substantial number of subscription rights are exercised and the subscribing holders choose to sell some or all of the shares of common stock received upon exercise of those rights, the resulting sales could depress the market price of our common stock. There is no assurance that following the rights offering you will be able to sell your shares of common stock purchased in the rights offering at a price equal to or greater than the subscription price. The subscription price determined by our Board is not an indication of the fair value of our common stock and does not represent the price at which a buyer can be found for the shares now or in the future. The Board has determined the subscription price based on a variety of factors, including historical and current trading prices for our common stock, recent share based transactions involving our affiliates, the price of most recently issued outstanding stock options held by our affiliates, general business conditions, our need for capital, alternatives available to us for raising capital, potential market conditions, and our desire to provide an opportunity to our stockholders to participate in the rights offering on a pro rata basis. In conjunction with its review of these factors, the Board also reviewed our history and prospects, including our past and present earnings, our prospects for future earnings, and the outlook for our industry, and our current financial condition. The subscription price is not necessarily related to our book value, net worth or any other established criteria of value and may or may not be considered the fair value of the common stock to be offered in the rights offering, nor is the subscription price necessarily a reflection of the market price at which our common stock currently sells or may sell in the future. You should not assume or expect that, after the rights offering, our common stock will trade at or above the subscription price. We can give no assurance that our common stock will trade at or above the subscription price in any given time period. When will I receive my new shares? All shares that you purchase in the rights offering to which you are entitled will be issued in book-entry, or uncertificated, form. When issued, the shares will be registered in the name of the subscription rights holder of record. As soon as practicable after the expiration of the rights offering period, the subscription agent will arrange for the issuance of the shares of common stock purchased in the rights offering. Subject to state securities laws and regulations, we have the discretion to delay distribution of any shares you may have elected to purchase by exercise of your rights in order to comply with state securities laws. After I send in my payment and rights certificate, may I cancel my exercise of subscription rights? No. All exercises of subscription rights are irrevocable unless the rights offering is terminated, even if the market price of our common stock falls below the $0.05 per share subscription price or you later learn information about us or the rights offering that you consider to be unfavorable to the exercise of your subscription rights. You should not exercise your subscription rights unless you are certain that you wish to purchase shares of our common stock in the rights offering. Have any stockholders agreed to exercise their rights? No. Our Chairman Sidney Chan, who, together with his affiliates, owns an aggregate of 383,498,482 shares of our common stock, or approximately 75% of the shares outstanding, and our Directors Peter Stafford, Kenneth Robulak, Alfonso Salas, and Ronald Cheng, who collectively owns an aggregate of 4,473,538 shares of our common stock, or approximately 0.9% of the shares outstanding, have each agreed not to exercise their respective basic subscription rights. None of the basic 383,498,482 subscription rights attached to the shares of common stock owned by Mr. Chan or his affiliates are being registered pursuant to this offering. Mr. Chan and his affiliates elected not to participate in this offering owing to their agreement on September 21, 2020 to accept 240,000,000 of our common shares at a price of $0.05 per share in consideration for the retirement of an aggregate amount of $12,000,000 payable to them by the Company. The subscription rights attached to the 4,473,538 shares of common stock held by our Directors are being registered pursuant to this offering, and will be available for purchase to non-shareholders at the discretion of management within 90 days following the expiration date of the offering. Will our directors and officers participate in the rights offering? No. Our Chairman Sidney Chan, who, together with his affiliates, owns an aggregate of 383,498,482 shares of our common stock, or approximately 75% of the shares outstanding, and our Directors Peter Stafford, Kenneth Robulak, Alfonso Salas, and Ronald Cheng, who collectively owns an aggregate of 4,473,538 shares of our common stock, or approximately 0.9% of the shares outstanding, have each agreed not to exercise their respective basic subscription rights. None of the basic 383,498,482 subscription rights attached to the shares of common stock owned by Mr. Chan or his affiliates are being registered pursuant to this offering. Mr. Chan and his affiliates elected not to participate in this offering owing to their agreement on September 21, 2020 to accept 240,000,000 of our common shares at a price of $0.05 per share in consideration for the retirement of an aggregate amount of $12,000,000 payable to them by the Company. The subscription rights attached to the 4,473,538 shares of common stock held by our Directors are being registered pursuant to this offering, and will be available for purchase to non-shareholders at the discretion of management within 90 days following the expiration date of the offering. Will the equity awards of our employees, officers and directors automatically convert into common stock in connection with the rights offering? Holders of our equity awards to employees, officers and directors, including outstanding stock options, will not receive rights in the rights offering in connection with such equity awards. How will the rights offering affect our outstanding common stock? As of October 30, 2020, we had 511,020,709 shares of our common stock outstanding. Assuming no additional shares of common stock are issued by the Company prior to consummation of the rights offering and assuming all offered shares are sold in the rights offering, we expect approximately 638,542,936 shares of our common stock will be outstanding immediately after completion of the rights offering. Your percentage ownership in the Company may be diluted as a result of the rights offering. If you do not exercise your subscription rights or you exercise fewer than all of your rights, and other stockholders fully exercise their rights or exercise a greater proportion of their rights than you exercise, you will suffer dilution of your percentage ownership of our common stock relative to such other stockholders. As of October 30, 2020, there were 511,020,709 shares of common stock outstanding. If all of our stockholders exercise the subscription rights being registered hereunder in full, or if any unsubscribed portion of the shares being registered hereunder are sold to third parties, we will issue 127,522,227 shares of common stock in the rights offering, which represents approximately 19.97% of the 638,542,936 shares of common stock potentially outstanding upon the completion of the rights offering, on a non-diluted basis, or 2.1% of the 6,001,244,436 shares of common stock potentially outstanding on a fully diluted basis upon completion of the rights offering, and subject to the exercise of 5,362,701,500 stock options currently outstanding. You may not revoke your exercise of rights. Once you exercise your subscription rights, you may not revoke or change the exercise unless we are required by law to permit revocation. Accordingly, if you exercise your subscription rights and the market price of our common stock falls below the $0.05 per share subscription price or you later learn information about us or the rights offering that you consider unfavorable to the exercise of your subscription rights, you will be committed to buying shares and may not revoke or change your exercise. The market price of our common stock may decline prior to the expiration of this offering, and a subscribing rights holder may not be able to sell the shares of common stock purchased in the rights offering at a price equal to or greater than the subscription price. Until shares of common stock are delivered upon expiration of the rights offering, you will not be able to sell or transfer the common stock that you purchase in the rights offering. Our Board may cancel the rights offering at any time and for any reason prior to its expiration. Our Board may cancel the rights offering at any time and for any reason prior to its expiration. If our Board cancels the rights offering, neither the Company nor the subscription agent will have any obligation to you with respect to the rights except to return any payment received by the subscription agent, without interest or penalty. The subscription rights are non-transferable, and thus there will be no market for them. You may not sell, transfer or assign your subscription rights to anyone else. We do not intend to list the subscription rights on any securities exchange or any other trading market. Because the subscription rights are non-transferable, there is no market or other means for you to directly realize any value associated with them. If you do not act on a timely basis and follow the subscription instructions, your exercise of subscription rights will be rejected. Stockholders who desire to purchase shares in the rights offering must act on a timely basis to ensure that all required forms and payments are actually received by the subscription agent, and all payments clear, prior to the expiration of the rights offering, subject to the guaranteed delivery procedures described under "The Rights Offering—Notice of Guaranteed Delivery." If you are a beneficial owner of shares, you must act promptly to ensure that your broker, dealer, custodian bank or other nominee acts for you and that all required forms and payments are actually received by the subscription agent prior to the expiration of the rights offering. We are not responsible if your broker, dealer, custodian bank or nominee fails to ensure that all required forms and payments are actually received by the subscription agent, and all payments clear, prior to the expiration of the rights offering. If you fail to complete and sign the required subscription forms, send an incorrect payment amount or otherwise fail to follow the subscription procedures that apply to your exercise in the rights offering or your payment does not clear prior to the expiration of the rights offering period, the subscription agent may, depending on the circumstances, reject your subscription or accept it only to the extent of any payment that was timely received and cleared. Neither we, nor the subscription agent, undertakes to contact you concerning, or attempt to correct, an incomplete or incorrect subscription form or payment, nor are we under any obligation to correct such forms or payments. We have the sole discretion to determine whether the exercise of your subscription rights properly and timely follows the subscription procedures. The issuance of shares of our common stock in the rights offering will dilute, and thereby reduce, your proportionate ownership in our shares of common stock, unless you fully exercise your basic subscription rights. In addition, the issuance of shares of our common stock at a subscription price that is less than the market price as of the record date for the rights offering will likely reduce the price per share of our common stock held by you prior to the rights offering. How much will we receive in net proceeds from the rights offering? We expect the aggregate proceeds, net of expenses, from the rights offering will be approximately $6,320,000 million, assuming all rights are exercised. We intend to use the net proceeds to provide for our general working capital needs. Please see "Use of Proceeds." Are there risks in exercising my subscription rights? Yes. The exercise of your subscription rights involves risks. Exercising your subscription rights involves the purchase of additional shares of our common stock and should be considered as carefully as you would consider any other equity investment. Among other things, you should carefully consider the risks described under the heading "Risk Factors" in this prospectus and all other information included in, or incorporated by reference into, this prospectus. If the rights offering is not completed, will my subscription payment be refunded to me? Yes. The subscription agent will hold all funds it receives in a segregated bank account until the rights offering is completed. If the rights offering is not completed, all subscription payments received by the subscription agent will be returned promptly, without interest or penalty. If your shares are held in the name of a custodian bank, broker, dealer or other nominee, it may take longer for you to receive the refund of your subscription payment than if you were a record holder of your shares because the subscription agent will return payments through the record holder of your shares. Will I receive interest on any funds I deposit with the subscription agent? No. You will not be entitled to any interest on any funds that are deposited with the subscription agent pending completion or cancellation of the rights offering. If the rights offering is cancelled for any reason, the subscription agent will return this money to subscribers, without interest or penalty, as soon as practicable. When can I sell the shares of common stock I receive upon exercise of the subscription rights? If you exercise your subscription rights, you will be able to resell the shares of common stock purchased by exercising your subscription rights once your account has been credited with those shares, provided you are not otherwise restricted from selling the shares (for example, because you are an insider or affiliate of the Company or because you possess material nonpublic information about the Company). Although we will endeavor to issue the shares as soon as practicable after completion of the rights offering, there may be a delay between the expiration date of the rights offering and the time that the shares are issued due to factors such as the guaranteed delivery period and the time required to complete all necessary calculations. In addition, we cannot assure you that, following the exercise of your subscription rights, you will be able to sell the shares purchased in the rights offering at a price equal to or greater than the subscription price. What are the U.S. federal income tax consequences of exercising my subscription rights? The receipt and exercise of subscription rights by holders of shares of our common stock should generally not be taxable for U.S. federal income tax purposes. You should seek specific tax advice from your tax advisor in light of your particular circumstances and as to the applicability and effect of any other tax laws. See "Material U.S. Federal Income Tax Consequences." By participating in the rights offering and executing a rights certificate, you are making binding and enforceable representations to the Company. By signing the rights certificate and exercising their rights, each stockholder agrees, solely with respect to such stockholder s exercise of rights in the rights offering, that we have the right to void and cancel (and treat as if never exercised) any exercise of rights, and shares issued pursuant to an exercise of rights, if any of the agreements, representations or warranties of a subscriber in the subscription documents are false. If you make payment of the subscription price by uncertified check, your check may not clear in sufficient time to enable you to purchase common stock in the rights offering. Any uncertified check used to pay for common stock to be issued in the rights offering must clear prior to expiration of the rights offering, and the clearing process may require five or more business days. If you choose to exercise your subscription rights, in whole or in part, and to pay the subscription price by uncertified check and your check has not cleared prior to expiration of the rights offering, you will not have satisfied the conditions to exercise your subscription rights and will not receive the common stock you wished to purchase. You will not be able to sell or transfer the shares of common stock that you purchase pursuant to the exercise of subscription rights immediately upon expiration of the rights offering. If you exercise your subscription rights, you will not be able to sell or transfer the common stock purchased by exercising your subscription rights until your account has been credited with those shares. Moreover, you will have no rights as a stockholder with respect to the shares purchased in the rights offering until we issue the shares to you. Although we will endeavor to issue the shares as soon as practicable after expiration of the rights offering, including the guaranteed delivery period and after all necessary calculations have been completed, there may be a delay between the expiration date of the rights offering and the time that the shares are issued. Fluctuations in the market price of our common stock may occur between expiration of the rights offering and the time that shares are issued to you. Because no minimum subscription is required and because we do not have formal commitments from our stockholders for the entire amount we seek to raise pursuant to the rights offering, we cannot assure you of the amount of proceeds that we will receive from the rights offering. No minimum subscription is required for consummation of the rights offering. None of our affiliated stockholders will participate in the offering. Furthermore, because we do not have commitments from our other stockholders for the remainder of the amount we seek to raise pursuant to the rights offering, it is possible that no other rights will be exercised in connection with the rights offering. As a result, we cannot assure you of the amount of proceeds that we will receive in the rights offering. Therefore, if you exercise all or any portion of your subscription rights, but other stockholders do not, we may not raise the desired amount of capital in the rights offering, the market price of our common stock could be adversely impacted and we may find it necessary to pursue alternative means of financing, which may be dilutive to your investment. What fees or charges apply if I purchase shares of common stock in the rights offering? We are not charging any fee or sales commission to issue subscription rights to you or to issue shares to you if you exercise your subscription rights (other than the subscription price). If you exercise your subscription rights through a custodian bank, broker, dealer or other nominee, you are responsible for paying any fees your nominee may charge you. Whom should I contact if I have other questions? If you have other questions regarding the rights offering, please contact the information agent, Pacific Stock Transfer by email at info@pacificstocktransfer.com, by phone at 702-361-3033, or by mail at 6725 Via Austi Pkwy, Suite 300, Las Vegas, NV 89119. To whom should I send my forms and payment? If your shares are held in the name of a broker, dealer, custodian bank or other nominee, then you should send your subscription documents and subscription payment to that record holder. If you are the record holder, then you should send your subscription documents, rights certificate, and subscription payment or, if applicable, notice of guaranteed delivery, to the address provided below. If sent by mail, we recommend that you send documents and payments by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the subscription agent. DO NOT send or deliver these materials to the Company. By Overnight Courier, or Registered Certified or Express Mail Pacific Stock Transfer 6725 Via Austi Pkwy, Suite 300 Las Vegas, NV 89119 You, or, if applicable, your nominee, are solely responsible for ensuring the subscription agent receives your subscription documents, rights certificate, notice of guaranteed delivery and subscription payment. You should allow sufficient time for delivery of your subscription materials to the subscription agent and clearance of payment before the expiration of the rights offering period. We have broad discretion in the use of proceeds of the rights offering. We are undertaking the rights offering in order to provide for our general working capital needs. Our Board and management will have considerable discretion in the application of the net proceeds from the rights offering, and it is possible that we may allocate the proceeds differently than investors in the rights offering may desire or that we may fail to maximize the return on these proceeds. You will be relying on the judgment of our Board and management with regard to the use of proceeds from the rights offering, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. For more information, see "Use of Proceeds." RISKS RELATED TO OUR BUSINESS AND OPERATIONS Although our financial statements have been prepared on a going concern basis, our management and independent auditors in their report accompanying our consolidated financial statements for the year ended December 31, 2019, believe that our recurring losses from operations and other factors have raised substantial doubt about our ability to continue as a going concern as of December 31, 2019. Our audited financial statements for the fiscal year ended December 31, 2019 were prepared on a going concern basis in accordance with U.S. GAAP. The going concern basis assumes that we will continue in operation for the next 12 months and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business, thus our financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Our recurring losses, anticipated future losses, negative cash flow, need for additional capital and the uncertainties surrounding our ability to raise such funding, raises substantial doubt about our ability to continue as a going concern. In order for us to continue operations beyond the next 12 months and be able to discharge our liabilities and commitments in the normal course of business, we must complete the development and deployment of our product, and sell our products directly to end-users, establish profitable operations through increased sales, decrease expenses, generate cash from operation or raise additional funds when needed. We intend to improve our financial condition and ultimately improve our financial results by increasing revenues through introduction of our product into new markets, continuing to expand and develop our field sales force and distributor relationships both domestically and internationally, forming strategic arrangements within the health & wellness and medical industries, educating medical professionals and patients as to the benefits of our diabetes management services, and reducing expenses. If we are unable to increase sales, reduce expenses or raise sufficient additional capital we may be unable to continue to fund our operations, develop our products, realize value from our assets, or discharge our liabilities in the normal course of business. If we become unable to continue as a going concern, we could have to liquidate our assets, and potentially realize significantly less than the values at which they are carried on our financial statements, and stockholders could lose all or part of their investment in our common stock. We have experienced net losses for each of the past three years, and we could experience additional losses and have difficulty achieving profitability in the future. We had an accumulated deficit of $87,655,745 and $89,639,087 at December 31, 2019 and June 30, 2020, respectively. We recorded net losses of approximately $9,005,537, $4,122,133, and $2,842,025 for the years ended December 31, 2019, 2018, and 2017, respectively, and $1,983,342 for the six-month period ended June 30, 2020. In order to achieve profitability, we must control our costs and increase net revenue through new sales. Failure to increase our net revenue and decrease our costs could cause our stock price to decline and could have a material adverse effect on our business, financial condition, and results of operations. We may be unable to maintain compliance with OTCQB Standards for Continued Eligibility which could cause our common stock to be demoted from OTCQB. This could result in the lack of a market for our common stock, cause a decrease in the value of an investment in us, and adversely affect our business, financial condition and results of operations. Our common stock is currently quoted on OTCQB tier of the electronic quotation service operated by OTC Markets Group. To maintain the listing of our common stock on OTCQB, we are required to meet certain listing requirements, including, among others (i) have audited annual financials by a PCAOB auditor; (ii) meet minimum bid price test of $0.01; (iii) maintain SEC reporting standards or equivalent alternative reporting standards; and (iv) not be in bankruptcy. If we fail to meet OTCQB Standards for Continued Eligibility, the trading of the stock will most likely take place on a lower tier of the over-the-counter market, such as the OTC Pink tier established for financial distressed companies or those in bankruptcy. There is no assurance that we will meet the minimum Standards for Continued Eligibility. An investor is likely to find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our common stock on the OTC Pink, and many investors may not buy or sell our common stock due to difficulty in accessing OTC Pink, or over-the-counter markets, generally, due to policies preventing them from trading in securities not listed on a national exchange, not maintaining SEC reporting requirements, or other reasons. Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline. Our shares are classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 (the "Exchange Act") which imposes additional sales practice requirements on brokers-dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement prior from you to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock. This could prevent you from reselling your shares and may cause the value of your investment to decline. We could need to raise additional capital in the future, and if we are unable to secure adequate funds on terms acceptable to us, we could be unable to execute our business plan. To remain competitive, we must continue to make significant investments in the development of our product, in obtaining regulatory clearances to introduce our product into new markets, in the expansion of our sales and marketing activities, and in the expansion of our operating and management infrastructure as we increase sales domestically and internationally. If cash generated from our operations is insufficient to fund such growth, we could be required to raise additional funds through the issuance of equity or debt securities in the public or private markets, or through a collaborative arrangement or sale of assets. Additional financing opportunities may not be available to us, or if available, may not be on favorable terms. The availability of financing opportunities will depend, in part, on market conditions, and the outlook for our business. Any future issuance of equity securities or securities convertible into equity securities could result in substantial dilution to our stockholders, and the securities issued in such a financing could have rights, preferences or privileges senior to those of our common stock. In addition, if we raise additional funds through debt financing, we could be subject to debt covenants that place limitations on our operations. We could not be able to raise additional capital on reasonable terms, or at all, or we could use capital more rapidly than anticipated. If we cannot raise the required capital when needed, we may not be able to satisfy the demands of existing and prospective customers, we could lose revenue and market share and we may have to curtail our capital expenditures. The following factors, among others, could affect our ability to obtain additional financing on favorable terms, or at all: our results of operations; general economic conditions and conditions in the medical and health management industries; the perception of our business in the capital markets; our ratio of debt to equity; our financial condition; our business prospects; and interest rates. If we are unable to obtain sufficient capital in the future, we could have to curtail our capital expenditures. Any curtailment of our capital expenditures could result in a reduction in net revenue, reduced quality of our products, increased manufacturing costs for our products, harm to our reputation, or reduced manufacturing efficiencies and could have a material adverse effect on our business, financial condition, and results of operations. Our success depends, in part, on our relationships with, and the efforts of, third-party distributors. We will rely on a variety of third-party distributors, such as independent health care organizations, medical suppliers, group purchasing organizations, pharmaceutical companies, insulin providers and other health care companies to introduce the ALRT Diabetes Solution to their networks. Such third parties have significant discretion in determining the efforts and resources they apply to the marketing, sale and implementation of our products, and we will face significant challenges and risks in expanding, training, and managing such third-party parties. Third parties may not commit the necessary resources to market and sell our products to the level of our expectations, and, regardless of the resources they commit, they may not be successful. From time to time, we may face competition or pricing pressure from one or more of our non-exclusive distributors in certain geographic areas where those distributors are selling inventory to the same customer base as us. Additionally, most distributor agreements may be terminated with limited notice, and we may not be able to replace any terminating distributor in a timely manner or on terms agreeable to us, if at all. If we are not able to maintain our distribution network, if our distribution network is not successful in marketing and selling our products, or if we experience a significant reduction in, cancellation, or change in the size and timing of orders from our distributors, our revenues could decline significantly and could have a material adverse effect on our business, financial condition, and results of operations. Our inability to distinguish our Diabetes Solution from other diabetes treatment compliance devices or solutions could limit the market acceptance of our products and our market share. Our Diabetes Solution represents a relatively new entry into the market for diabetes compliance solutions. Our future success will depend on our ability to increase demand for our products by demonstrating to a broad spectrum of healthcare providers the potential performance advantages and efficiencies of our Diabetes Solution over traditional methods of treatment management and over competitive management solutions, and our inability to do so could have a material adverse effect on our business, financial condition, and results of operations. Historically, we have experienced long sales cycles because healthcare professionals have been, and could continue to be, slow to adopt new technologies on a widespread basis. As a result, we generally are required to invest a significant amount of time and resources to educate healthcare administrators and other purchasers about the benefits of our product in comparison to competing products and technologies before completing a sale, if any. Factors that could inhibit adoption of our Diabetes Solution by healthcare professionals include concerns about the efficacy and reliability of our product. In order to invest in our product, a healthcare administrator generally needs to invest time to understand the technology, consider how physicians may respond to the new technology, assess the financial impact the investment could have on a medical practice and become comfortable introducing and using our products. Absent an immediate competitive motivation, a healthcare administrator may not feel compelled to invest the time required to learn about the potential benefits of using our product. Physicians may not accept or adopt our products until they see additional clinical evidence supporting the safety and efficiency of our product, or recommendations supporting our product by influential health care providers or practitioners. In addition, economic pressure, caused, for example, by an economic slowdown, changes in health care reimbursement or by competitive factors in a specific market, could make healthcare organizations reluctant to purchase substantial capital equipment or invest in new technologies. Physician acceptance will depend on the recommendations of specialists, as well as other factors, including the relative effectiveness, reliability and efficiency of our systems as compared to other in methods for managing diabetes treatment. Any failure in our efforts to train health practitioners could result in the misuse of our products, reduce the market acceptance of our products and have a material adverse effect on our business, financial condition, and results of operations. There is a learning process involved for health practitioners to become proficient users of our Diabetes Solution. It is critical to the success of our sales efforts to adequately train a sufficient number of practitioners. Following completion of training, we rely on health practitioners and administrators to advocate the benefits of our products in the broader marketplace. Convincing practitioners to dedicate the time and energy necessary for adequate training and implementation is challenging, and we cannot provide assurance that we will be successful in these efforts. If practitioners are not properly trained, they could misuse or ineffectively use our Diabetes Solution, or could be less likely to appreciate our Diabetes Solution. This could also result in unsatisfactory patient outcomes, negative publicity, FDA regulatory action, or lawsuits against us, any of which could negatively affect our reputation and sales of our Diabetes Solution. If future data proves to be inconsistent with our clinical results or if competitors products present more favorable results our revenues could decline and our business, financial condition, and results of operations could be materially and adversely affected. If new studies or comparative studies generate results that are not as favorable as our clinical results, our revenues could decline. Additionally, if future studies indicate that our competitors products are more effective or reliable than ours, our revenues could decline. Furthermore, health professionals could choose not to purchase our Diabetes Solution until they receive additional published long-term clinical evidence and recommendations from prominent health professionals that indicate our system is effective for clinical applications. We face competition from other companies, many of which have substantially greater resources than we do. If we do not successfully develop and commercialize current and future products that remain competitive with products or alternative technologies developed by others, we could lose revenue opportunities and customers and our ability to grow our business would be impaired. A number of competitors have substantially greater capital resources, larger customer bases, larger technical, sales and marketing forces and stronger reputations with target customers than ours. We compete with a number of domestic and foreign companies that market diabetes treatment management products, such as hardware, software and testing supplies, as well as companies that market integrated treatment solutions in the healthcare market. The marketplace is highly fragmented and very competitive. We expect that the rapid technological changes occurring in the health care industry could lead to the entry of new competitors, particularly if artificial intelligence driven software gains market acceptance in the field. If we do not compete successfully, our revenue and market share could decline and our business, financial condition, and results of operations could be adversely affected. Our long-term success depends upon our ability to (i) distinguish our products through improving our product performance and pricing, protecting our intellectual property, improving our customer support, accurately timing the introduction of new products, and developing sustainable distribution channels worldwide; and (ii) develop and successfully commercialize new products, new or improved technologies, and additional applications for our Diabetes Solution. There is no assurance that we will be able to distinguish our Diabetes Solution, commercialize any new products, new or improved technologies, or additional applications for our intellectual property. If our customers cannot obtain third-party reimbursement for their use of our products, they could be less inclined to purchase our products and our business, financial condition, and results of operations could be adversely affected. Our products are generally purchased by medical professionals who have various billing practices and patient mixes. Such practices range from primarily private pay to those who rely heavily on third-party payers, such as private insurance or government programs. In the United States, third-party payers review and frequently challenge the prices charged for medical products and/or services. In many foreign countries, the prices for diabetes treatment services are predetermined through government regulation. Payers could deny coverage and reimbursement on various grounds, including if they determine that the procedure was not medically necessary or that the device used in the procedure was investigational. Accordingly, both coverage and reimbursement can vary significantly from payer to payer. For the portion of physicians who rely heavily on third-party reimbursement, the inability to obtain reimbursement for services using our products could deter them from purchasing or using our products. We cannot predict the effect that future health care reforms or changes in financing for health plans could have on our business. Any such changes could have an adverse effect on the ability of a physician or medical institution to generate a profit using our current or future products. In addition, such changes could act as disincentives for capital investments by medical professionals. We could incur problems in manufacturing our products. Our products are manufactured by third party suppliers. In order to grow our business, we must expand our supply chain to meet any demand we may experience. We could encounter difficulties in securing additional supply of our products, including problems involving supplier production capacity and yields, quality control and assurance, component supply, and shortages of qualified personnel. In addition, before we can scale up commercial manufacture of our products, we must ensure that our third-party manufacturing facilities, processes, and quality systems, and the manufacture of our Diabetes Solution, comply with FDA regulations governing facility compliance, quality control, and documentation policies and procedures. In addition, our supplier manufacturing facilities are subject to periodic inspections by the FDA, as well as various state agencies and foreign regulatory agencies. From time to time, we could experience significant supply delays while our suppliers ensure compliance with these requirements. Our success will depend in part upon our ability to supply our products in compliance with the FDA s QSR and other regulatory requirements. Although we have not experienced quality issues with components of our products supplied by third parties, we expect to encounter periodic quality control issues. Our future success depends on our ability to supply products on a timely basis with acceptable purchase costs, while at the same time ensuring good quality control and complying with applicable regulatory requirements, and an inability to do so could have a material adverse effect on our business, financial condition, and results of operations Product liability claims against us could be costly and could harm our reputation. The sale of medical devices involves the risk of product liability claims against us. Claims could exceed our then current product liability insurance coverage limits. Our insurance policies will be subject to various standard coverage exclusions, including damage to the product itself, losses from recall of our product, and losses covered by other forms of insurance such as workers compensation. We cannot be certain that we will be able to successfully defend any claims against us, nor can we be certain that our insurance will cover all liabilities resulting from such claims. In addition, we cannot provide assurance that we will be able to obtain such insurance in the future on terms acceptable to us, or at all. Regardless of merit or eventual outcome, any product liability claim brought against us could result in harm to our reputation, decreased demand for our products, costs related to litigation, product recalls, loss of revenue, an increase in our product liability insurance rates, or the inability to secure coverage in the future, and could have a material adverse effect on our business, financial condition, and results of operations. Rapidly changing standards and competing technologies could harm demand for our products, result in significant additional costs, and have a material adverse effect on our business, financial condition, and results of operations. The markets in which our products compete are subject to rapid technological change, evolving industry standards, changes in the regulatory environment, and frequent introductions of new devices and evolving techniques in diabetes treatment and patient management. Competing products could emerge that render our products uncompetitive or obsolete. The process of developing new medical devices is inherently complex and requires regulatory approvals or clearances that can be expensive, time-consuming, and uncertain. We cannot guarantee that we will successfully identify new product opportunities, identify new and innovative applications of our technology, or be financially or otherwise capable of completing the research and development required to bring new products to market in a timely manner. An inability to expand our product offerings or the application of our technology could limit our growth. In addition, we could incur higher manufacturing costs if manufacturing processes or standards change, and we could need to replace, modify, design, or build and install equipment, all of which would require additional capital expenditures. We could be unable to effectively manage and implement our growth strategies, which could have a material adverse effect on our business, financial condition, and results of operations Our growth strategy includes expanding the market for our Diabetes Solution, and developing new applications and enhancements for our product, ie. Expansion of our existing market, product line and entry into new medical applications divert the use of our resources and systems, require additional resources that might not be available (or available on acceptable terms), require additional country-specific regulatory approvals, result in new or increasing competition, could require longer implementation times or greater start-up expenditures than anticipated, and could otherwise fail to achieve the desired results in a timely fashion, if at all. These efforts could also require that we successfully commercialize new technologies in a timely manner, price them competitively and cost-effectively, and manufacture and deliver sufficient volumes of new products of appropriate quality on time. We could be unable to increase our sales and earnings by expanding our product offerings in a cost-effective manner, and we could fail to accurately predict future customer needs and preferences or to produce viable technologies. In addition, we could invest heavily in research and development of products that do not lead to significant revenue. Even if we successfully innovate and develop new products and product enhancements, we could incur substantial costs in doing so. In addition, promising new products could fail to reach the market or realize only limited commercial success because of efficacy or safety concerns, failure to achieve positive clinical outcomes, or uncertainty over third-party reimbursement. We could be subject to breaches of our information technology systems, which could damage our reputation and customer relationships. Such breaches could subject us to significant reputational, financial, legal, and operational consequences. We will rely on information systems ("IS") in our business to obtain, rapidly process, analyze and manage data to, among other things: facilitate the purchase and distribution of thousands of inventory items through numerous distributors; receive, process and ship orders on a timely basis; accurately bill and collect from thousands of customers; process payments to suppliers; and provide technical support to our customers. A cyber-attack that bypasses our IS security, or employee error, malfeasance or other disruptions that cause an IS security breach could lead to a material disruption of our IS and/or the loss of business information. Such an attack could result in, among other things: the theft, destruction, loss, misappropriation or release of confidential data and intellectual property; operational or business delays; liability for a breach of personal financial and health information belonging to our customers and their patients or to our employees; and damage to our reputation any of which could have a material adverse effect on our business, financial condition, and results of operations. In the event of an attack, we would be exposed to a risk of loss or litigation and possible liability, including under laws that protect the privacy of personal information. Litigation against us could be costly and time-consuming to defend and could materially and adversely affect our business, financial condition, and results of operations. We expect to be involved from time to time involved in various claims, litigation matters and regulatory proceedings incidental to our business, including claims for damages arising out of the use of our products or services and claims relating to intellectual property matters, employment matters, commercial disputes, competition, sales and trading practices, environmental matters, personal injury, and insurance coverage. Some of these lawsuits include claims for punitive as well as compensatory damages. The defense of these lawsuits could divert our management s attention, and we could incur significant expenses in defending these lawsuits. In addition, we could be required to pay damage awards or settlements or become subject to unfavorable equitable remedies. Moreover, any insurance or indemnification rights that we could have may be insufficient or unavailable to protect us against potential loss exposures. If we lose our key management personnel, or are unable to attract or retain qualified personnel, it could adversely affect our ability to execute our growth strategy. Our success is dependent, in part, upon our ability to hire and retain management, engineers, marketing and sales personnel, technical, research and other personnel who are in high demand and are often subject to competing employment opportunities. Our success will depend on our ability to retain our current management, engineers, marketing and sales, technical, research and other personnel and to attract and retain qualified like personnel in the future. Competition for senior management, engineers, marketing and sales personnel, and other specialized technicians is intense and we may not be able to retain our personnel. If we lose the services of any executive officers, key contractors or key employees, our ability to achieve our business objectives could be harmed and our business, financial condition, and results of operations could be materially and adversely affected. In general, our officers could terminate their employment at any time without notice for any reason. If we fail to comply with the reporting obligations of the Exchange Act and Section 404 of the Sarbanes-Oxley Act, or if we fail to maintain adequate internal control over financial reporting, our business, financial condition, and results of operations, and investors confidence in us, could be materially and adversely affected. As a public company, we are required to comply with the periodic reporting obligations of the Exchange Act, including preparing annual reports, quarterly reports, and current reports. Our failure to prepare and disclose this information in a timely manner and meet our reporting obligations in their entirety could subject us to penalties under federal securities laws, expose us to lawsuits, and restrict our ability to access financing on favorable terms, or at all. In addition, pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to evaluate and provide a management report of our systems of internal control over financial reporting. During the course of the evaluation of our internal control over financial reporting, we could identify areas requiring improvement and could be required to design enhanced processes and controls to address issues identified through this review. This could result in significant delays and costs to us and require us to divert substantial resources, including management time, from other activities. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent fraud. Any failure to maintain compliance with the requirements of Section 404 on a timely basis could result in the loss of investor confidence in the reliability of our financial statements, which in turn could, negatively impact the trading price of our stock, and adversely affect investors confidence in the Company and our ability to access capital markets for financing. RISKS RELATED TO OUR INTELLECTUAL PROPERTY If the patents that we own or license, or our other intellectual property rights, do not adequately protect our technologies, we could lose market share to our competitors and be unable to operate our business profitably. Our future success depends, in part, on our ability to obtain and maintain patent protection for our products and technology, to preserve our trade secrets and to operate without infringing the intellectual property of others. We rely on patents to establish and maintain proprietary rights in our technology and products. We currently possess a number of issued patents and patent applications with respect to our products and technology. However, we cannot ensure that any additional patents will be issued, that the scope of any patent protection will be effective in helping us address our competition, or that any of our patents will be held valid if subsequently challenged. It is also possible that our competitors could independently develop similar or more desirable products, duplicate our products, or design products that circumvent our patents. The laws of foreign countries may not protect our products or intellectual property rights to the same extent as the laws of the United States. In addition, there have been recent changes in the patent laws and rules of the U.S. Patent and Trademark Office (the "USPTO"), and there could be future proposed changes that, if enacted, have a significant impact on our ability to protect our technology and enforce our intellectual property rights. If we fail to protect our intellectual property rights adequately, our competitive position could be adversely affected, and there could be a material adverse effect on our business, financial condition, and results of operations. If third parties claim that we infringe their intellectual property rights, we could incur liabilities and costs and have to redesign or discontinue selling certain products, which could have a material adverse effect on our business, financial condition, and results of operations. We face substantial uncertainty regarding the impact that other parties intellectual property positions will have on systems for diabetes treatment monitoring. The medical technology industry has in the past been characterized by a substantial amount of litigation and related administrative proceedings regarding patents and intellectual property rights. From time to time, we expect to receive, notices of claims of infringement, misappropriation, or misuse of other parties proprietary rights. Some of these claims could lead to litigation. We may not prevail in any future intellectual property infringement litigation given the complex technical issues and inherent uncertainties in litigation. Any claims, with or without merit, could be time-consuming and distracting to management, result in costly litigation, or cause product shipment delays. Adverse determinations in litigation could subject us to significant liability and could result in the loss of proprietary rights. A successful lawsuit against us could also force us to cease selling or redesign products that incorporate the infringed intellectual property. Additionally, we could be required to seek a license from the holder of the intellectual property to use the infringed technology, and it is possible that we may not be able to obtain a license on acceptable terms, or at all. RISKS RELATED TO OUR REGULATORY ENVIRONMENT Changes in government regulation or the inability to obtain or maintain necessary government approvals could have a material adverse effect on our business, financial condition, and results of operations. Our products are subject to extensive government regulation, both in the United States and in other countries. To clinically test, manufacture, and market products for human use, we must comply with regulations and safety standards set by the FDA and comparable state and foreign agencies. Regulations adopted by the FDA are wide-ranging and govern, among other things, product design, development, manufacture and control testing, labeling control, storage, advertising, and sales. Generally, products must meet regulatory standards as safe and effective for their intended use before being marketed for human applications. The clearance process is expensive, time-consuming, and uncertain. Failure to comply with applicable regulatory requirements of the FDA can result in an enforcement action which could include a variety of sanctions, including fines, injunctions, civil penalties, recall or seizure of our products, operating restrictions, partial suspension, or total shutdown of production and criminal prosecution. The failure to receive or maintain requisite approvals for the use of our products or processes, or significant delays in obtaining such approvals, could prevent us from developing, manufacturing, and marketing products and services necessary for us to remain competitive. If we develop new products and applications or make any significant modifications to our existing products or labeling, we will need to obtain additional regulatory clearances or approvals. Any modification that could significantly affect a product s safety or effectiveness, or that would constitute a change in its intended use, will require a new FDA 510(k) clearance, or could require a Premarket approval (PMA) application. The FDA requires each manufacturer to make this determination initially, but the FDA can review any such decision and can disagree with a manufacturer s determination. If the FDA disagrees with a manufacturer s determination, the FDA can require the manufacturer to cease marketing and/or recall the modified device until 510(k) clearance or Premarket approval (PMA) is obtained. If 510(k) clearance is denied and a Premarket approval (PMA) application is required, we could be required to submit substantially more data and conduct human clinical testing and would very likely be subject to a significantly longer review period. Products sold in international markets are also subject to the regulatory requirements of each respective country or region. The regulations of the European Union require that a device have a CE Mark, indicating conformance with European Union laws and regulations before it can be sold in the European Union. The regulatory international review process varies from country to country. We expect to rely on our compliance consultants in any foreign countries in which we may market our products to comply with the regulatory laws of such countries. Failure to comply with the laws of such countries could prevent us from selling products in such countries. In addition, unanticipated changes in existing regulatory requirements or the adoption of new requirements could impose significant costs and burdens on us, which could increase our operating expenses. Changes in health care regulations in the U.S. and elsewhere could adversely affect the demand for our products as well as the way in which we conduct our business. For example, in 2010, President Obama signed the Affordable Care Act into law, which included various reforms impacting Medicare coverage and reimbursement, including revision to prospective payment systems, any of which could adversely impact any Medicare reimbursements received by our end-user customers. New legislation may be enacted as President Trump and Congress consider further reform. In addition, as a result of the focus on health care reform, there is risk that Congress could implement changes in laws and regulations governing health care service providers, including measures to control costs, and reductions in reimbursement levels. We cannot be sure that government or private third-party payers will cover and reimburse the treatments using our products, in whole or in part, in the future, or that payment rates will be adequate. If healthcare providers cannot obtain adequate coverage and reimbursement for our products, or the procedures in which they are used, our business, results of operations, and financial condition could suffer. We could be subject to or otherwise affected by federal and state health care laws, including fraud and abuse and health information privacy and security laws, and we could face substantial penalties if we are unable to fully comply with such regulations. We are directly or indirectly, through our customers, subject to extensive regulation by both the federal government and the states and foreign countries in which we conduct our business. The laws that directly or indirectly affect our ability to operate our business include, but are not limited to, the following: the Federal Food, Drug, and Cosmetic Act, which regulates the design, testing, manufacture, labeling, marketing, distribution, and sale of prescription drugs and medical devices; state food and drug laws; the federal Anti-Kickback Statute, which prohibits persons from knowingly and willfully soliciting, offering, receiving, or providing remuneration, directly or indirectly, to induce the referral for the furnishing of, or the purchase, order, or recommendation of, a good or service, for which payment could be made under FHCPs such as Medicare, Medicaid, and TRICARE; state law equivalents to the federal Anti-Kickback Statute, which may not be limited to government reimbursed items; state laws that prohibit fee-splitting arrangements; the federal Civil False Claims Act, which imposes liability on any person or entity that knowingly presents, or causes to be presented, a false or fraudulent claim for payment to the government, including FHCPs; state false claims laws that prohibit anyone from presenting, or causing to be presented, claims for payment to third-party payers that are false or fraudulent; federal crimes for knowingly and willfully executing a scheme to defraud any health care benefit program or making false statements in connection with the delivery of or payment for items or services under a health care benefit program; federal law prohibiting offering remuneration to a Medicare or Medicaid beneficiary to influence the beneficiary s selection of a particular provider, practitioner, or supplier; the federal Stark Law, which, in the absence of a statutory or regulatory exception, prohibits: (i) the referral of Medicare or Medicaid patients by a physician to an entity for the provision of designated health care services, if the physician or a member of the physician s immediate family has a direct or indirect financial relationship, including an ownership interest in, or a compensation arrangement with, the entity and (ii) submitting a bill to Medicare or Medicaid for services rendered pursuant to a prohibited referral; state law equivalents to the Stark Law, which may not be limited to government reimbursed items; the Physician Payments Sunshine Act, which requires us to report annually to CMS certain payments and other transfers of value we make to U.S.-licensed physicians, dentists, and teaching hospitals; the FCPA, which generally prohibits companies and their intermediaries from paying anything of value to foreign officials to influence any decision of the foreign official in his/her official capacity or to secure any other improper advantage to obtain or retain business; HIPAA and HITECH and their implementing regulations, which govern the use, disclosure, and safeguarding of PHI; state privacy laws that protect the confidentiality of patient information; Medicare and Medicaid laws and regulations that prescribe the requirements for coverage and payment, including the amount of such payment; state laws that prohibit the practice of medicine by non-physicians; and the Federal Trade Commission Act and similar laws regulating advertising and consumer protection. If our past, present, or future operations are found to be in violation of any of the laws described above or the other governmental laws or regulations to which we or our customers are subject, we could be subject to the applicable penalty associated with the violation, which could include civil and criminal penalties, damages, fines, exclusion from FHCPs, and the curtailment or restructuring of our operations. If we are required to obtain permits or license under these laws that we do not already possess, we could become subject to substantial additional regulation or incur significant expense. Any penalties, damages, fines, or curtailment or restructuring of our operations could be significant. The risk of potential non-compliance is increased by the fact that many of these laws have not been fully interpreted by applicable regulatory authorities or the courts, and their provisions are open to a variety of interpretations and additional legal or regulatory change. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management s attention from the operation of our business, damage our reputation, and cause a material adverse effect on our business, financial condition, and results of operations. Product sales or introductions could be delayed or canceled as a result of the FDA regulatory requirements applicable to diabetes testing products, treatment management systems, or both, which could cause our sales or profitability to decline and have a material adverse effect on our business, financial condition, and results of operations. The process of obtaining and maintaining regulatory approvals and clearances to market a medical device from the FDA and similar regulatory authorities abroad can be costly and time-consuming, and we cannot provide assurance that such approvals and clearances will be granted. Pursuant to FDA regulations, unless exempt, the FDA permits commercial distribution of a new medical device only after the device has received 510(k) clearance or is the subject of an approved Premarket approval (PMA). The FDA will clear marketing of a medical device through the 510(k) process if it is demonstrated that the new product is substantially equivalent to other 510(k)-cleared products. The pre-market approval process is more costly, lengthy and uncertain than the 510(k) process, and must be supported by extensive data, including data from preclinical studies, and human clinical trials. Because we cannot provide assurance that any new products, or any product enhancements, that we develop will be subject to the shorter 510(k) clearance process, significant delays in the introduction of any new products or product enhancement could occur. We cannot provide assurance that the FDA will not require a new product or product enhancement to go through the lengthy and expensive PMA process. Delays in obtaining regulatory clearances and approvals could: delay or eliminate commercialization of products we develop; require us to perform costly procedures; diminish any competitive advantages that we may attain; and reduce our ability to collect revenues or royalties. Although we have obtained 510(k) clearance from the FDA to market our Diabetes Solution, we cannot provide assurance that the clearance of these systems will not be withdrawn or that we will not be required to obtain new clearances or approvals for modifications or improvements to our products. Our products are subject to recalls and other regulatory actions after receiving FDA clearance or approval. The FDA and similar governmental bodies in other countries have the authority to require the recall of our products in the event of material deficiencies or defects in design or manufacture. A government mandated or voluntary recall by us could occur as a result of component failures, manufacturing errors, or design defects, including defects in labeling. Any recall would divert management s attention and financial resources and harm our reputation with customers. Any recall involving our Diabetes Solution would be particularly harmful to us, because our Diabetes Solution is our sole product. However, any recall could have a material adverse effect on our business, financial condition, and results of operations. RISKS RELATED TO OUR STOCK The liquidity and trading volume of our common stock could be low, and our ownership is concentrated. The liquidity and trading volume of our common stock has at times been low in the past and could again be low in the future. If the liquidity and trading volume of our common stock is low, this could adversely impact the trading price of our shares, our ability to issue stock and our stockholders ability to obtain liquidity in their shares. In addition, our Chairman and sole executive officer Sidney Chan and his affiliates own in excess of 75% of outstanding common stock as at the date of this Registration Statement. As a result, Mr. Chan and his affiliates will be able to affect the outcome of, or exert significant influence over, all matters requiring stockholder approval, including the election and removal of directors and any change in control. In particular, this concentration of ownership of our common stock could have the effect of delaying or preventing a change in control of our company or otherwise discouraging or preventing a potential acquirer from attempting to obtain control of our company. This, in turn, could have a negative effect on the market price of our common stock. It could also prevent our stockholders from realizing a premium over the market prices for their shares of common stock. Moreover, the interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders. The concentration of ownership also contributes to the low trading volume and volatility of our common stock. Our stock price has been, and could continue to be, volatile. There has been significant volatility in the market price and trading volume of equity securities, which is often unrelated to the financial performance of the companies issuing the securities. These broad market fluctuations could negatively affect the market price of our stock. The market price and volume of our common stock could fluctuate, and in the past has fluctuated, more dramatically than the stock market in general. You may not be able to resell your shares at or above the price you paid for them due to fluctuations in the market price of our stock caused by changes in our operating performance or prospects or other factors. Some factors, in addition to the other risk factors identified above, that could have a significant effect on our stock market price include but are not limited to the following: actual or anticipated fluctuations in our operating results or future prospects; our announcements or our competitors announcements of new products; the public s reaction to our press releases, our other public announcements, and our filings with the SEC; strategic actions by us or our competitors, such as acquisitions or restructurings; new laws or regulations or new interpretations of existing laws or regulations applicable to our business; changes in accounting standards, policies, guidance, interpretations, or principles; changes in our growth rates or our competitors growth rates; developments regarding our patents or proprietary rights or those of our competitors; our inability to raise additional capital as needed; concerns or allegations as to the safety or efficacy of our products; changes in financial markets or general economic conditions; sales of stock by us or members of our management team, our Board, our significant stockholders, or certain institutional stockholders; and changes in stock market analyst recommendations or earnings estimates regarding our stock, other comparable companies or our industry generally. You could experience substantial dilution of your investment as a result of subsequent exercises of our outstanding options, vesting of restricted stock units, future sales of our equity, or the future grant of equity by us. You could experience substantial dilution of your investment as a result of subsequent exercises of outstanding warrants and outstanding options issued as compensation for services performed by employees, directors, consultants, and others, future sales of our equity, or the grant of future equity-based awards. As of October 30, 2020, an aggregate of 5,362,701,500 shares of common stock were authorized for issuance pursuant to the exercise of outstanding stock options having a weighted-average exercise price of $0.005 per share. To the extent that outstanding options are exercised, our existing stockholders will experience dilution. We rely heavily on equity awards to motivate current contractors and employees and to attract new employees. The grant of future equity awards by us to our contractors, employees and other service providers could further dilute our stockholders interests in the Company. Anti-takeover provisions in our charter, bylaws, other agreements, and under Nevada law could discourage, delay, or prevent a change in control of the Company. Provisions in our restated certificate of incorporation and amended and restated bylaws could discourage, delay, or prevent a merger or acquisition involving us that our stockholders may consider favorable. These provisions include but are not limited to the right of our Board to issue preferred stock without stockholder approval, no stockholder ability to fill director vacancies, elimination of the rights of our stockholders to act by written consent and call special stockholder meetings, super-majority vote requirements for certain amendments to our certificate of incorporation and stockholder proposals for amendments to our bylaws, prohibition against stockholders from removing directors other than "for cause" and rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings. We are also subject to the anti-takeover provisions of the Nevada Revised Statues. Under these provisions, if anyone becomes an "interested stockholder," we may not enter into a "business combination" with that person for two years without special approval, which could discourage a third-party from making a takeover offer and could delay or prevent a change in control of us. An "interested stockholder" generally means (subject to certain exceptions as described in the Nevada General Corporation Law) someone owning voting stock of our Company and who is an officer, director, or employee of our Company during the past two years, or who is an acquiring person in a contemplated transaction. Because we do not intend to pay dividends, our stockholders will benefit from an investment in our common stock only if it appreciates in value. We intend to retain our future earnings, if any, to finance the expansion of our business and do not expect to pay any cash dividends in the foreseeable future. As a result, the success of an investment in our common stock will depend entirely upon any future appreciation. There is no guarantee that our common stock will appreciate in value or even maintain the price at which our stockholders purchased their shares. USE OF PROCEEDS Although we cannot determine what the actual net proceeds from the sale of the shares of common stock in the rights offering will be until the rights offering is completed, assuming all subscription rights are exercised, we estimate that the aggregate net proceeds from the rights offering, after deducting estimated offering expenses, will be approximately $6,320,000. We intend to use the net proceeds we receive from the rights offering to provide for our general working capital needs. The precise amount and timing of the application of such proceeds will depend upon our funding requirements and the availability and cost of other funds. Our Board and management will have considerable discretion in the application of the net proceeds from the rights offering, and it is possible that we may allocate the proceeds differently than investors in the rights offering may desire or that we may fail to maximize the return on these proceeds. You will be relying on the judgment of our management with regard to the use of proceeds from the rights offering, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. CAPITALIZATION The following table sets forth our capitalization October 30, 2020 and as adjusted to reflect the sale of 127,522,227 shares of our common stock, assuming all subscription rights are exercised, at the subscription price of $0.05 per share and the receipt of the net proceeds from the rights offering after deducting estimated offering expenses in the amount of $56,111. The table does not reflect the use of proceeds from the rights offering. The information presented in the table below should be read in conjunction with our unaudited consolidated financial statements and notes thereto incorporated by reference into this prospectus. Actual as of October 30, 2020 (unaudited) As Adjusted for Rights Offering $(in thousands, except per share data) STOCKHOLDERS EQUITY: Common stock, $0.001 par value, 10,000,000,000 shares authorized; 511,020,709 shares issued and outstanding 511 639 Additional paid-in capital 70,900 77,200 Accumulated deficit (92,700) (92,700) Total stockholders equity (21,289) (14,861) Total liabilities and stockholders equity $11 6,439 PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY Our common stock is listed and traded on the OTCQB under the symbol "ALRT." On October 30, 2020, the most recent practicable date before the date of this prospectus, we had 511,020,709 shares of common stock outstanding and approximately 132 holders of record of the common stock, and the closing price of our common stock as reported on the OTCQB was $0.062 per share. The following table summarizes the high and low closing sale prices per share of our common stock for the periods indicated, as reported on the OTCQB. These prices do not include adjustments for retail mark-ups, markdowns or commissions. Price Range Low High Year ending December 31, 2020 First Quarter $0.017 $0.047 Second Quarter $0.030 $0.065 Third Quarter (through September 30, 2020) $0.038 $0.087 Year ended December 31, 2019 First Quarter $0.020 $0.048 Second Quarter $0.035 $0.042 Third Quarter $0.028 $0.052 Fourth Quarter $0.014 $0.039 Year ended December 31, 2018 First Quarter $0.026 $0.074 Second Quarter $0.030 $0.056 Third Quarter $0.036 $0.074 Fourth Quarter $0.031 $0.064 The foregoing table shows only historical comparisons. These comparisons may not provide meaningful information to you in determining whether to purchase shares of common stock in the rights offering. You are urged to obtain current market quotations for our common stock and to review carefully the other information included in, or incorporated by referenced into, this prospectus. We intend to retain our available funds from earnings and other sources for future growth and, therefore, do not anticipate paying any cash dividends in the foreseeable future. Additionally, we do not anticipate paying any stock dividends in the foreseeable future. Our dividend policy may be changed at any time, and from time to time, by our Board. We did not pay or declare any dividends in 2020, 2019 or 2018. THE RIGHTS OFFERING The following describes the rights offering in general and assumes, unless specifically provided otherwise, that you are a record holder of our common stock on the record date. If you hold your shares in a brokerage account or through a broker, dealer, custodian bank or other nominee, please also refer to "—Method of Exercising Subscription Rights — Subscription by Beneficial Owners." The Subscription Rights We are distributing to holders of shares of our common stock as of 5:00 p.m., Eastern Time, on October 30, 2020, which is the record date for the rights offering, at no charge, non-transferable subscription rights to purchase shares of our common stock at $0.05 per share (a price that is a 19.4% discount to the closing price of our common stock as reported on the OTCQB on the record date). Each holder of record of our common stock will receive one subscription right for each share of our common stock owned by such holder as of 5:00 p.m., Eastern Time, on the record date. Each whole subscription right entitles the holder to a basic subscription right (as described below). The subscription rights entitle the holders of our common stock to purchase an aggregate of 127,522,227 shares of our common stock for an aggregate subscription price of $6,376,111. The shares to be issued in the rights offering, like our existing shares of common stock, will be quoted on the OTCQB under the symbol "ALRT." Basic Subscription Right. The basic subscription right provides the holder of each whole subscription right the opportunity to purchase one share of our common stock at subscription price of $0.05 per share, subject to delivery of the required documents and payment of the subscription price prior to the expiration of the rights offering. You may exercise all or a portion of your basic subscription rights or you may choose not to exercise any subscription rights at all. Subscription rights may only be exercised in whole numbers; we will not issue fractional shares and will round all of the subscription rights down to the nearest whole number. Reasons for the Rights Offering We are engaging in the rights offering to provide for our general working capital needs. Our Board has chosen, as recommended by management, to raise capital through a rights offering to give all our stockholders the opportunity to limit ownership dilution by buying additional shares of common stock. Our Board also considered several alternative capital raising methods prior to concluding that the rights offering was the appropriate option under the current circumstances. Our Board believes that the rights offering will strengthen the Company s financial condition by generating additional cash and increasing its capital position. Based on its consideration of these factors, the information and analyses regarding the rights offering prepared by management and the recommendation of management that the rights offering is in the best interests of the Company in light of the information available to management, and the additional information and documentation reviewed by our Board, our Board approved the rights offering and determined that the rights offering is in the best interests of the Company and its stockholders. However, our Board is not making any recommendation regarding your exercise of the subscription rights. We cannot assure you that we will not need to seek additional financing or engage in additional capital offerings in the future or that the rights offering will raise sufficient capital to provide for our general working capital needs. Determination of Subscription Price The Board has determined the subscription price based on a variety of factors, including historical and current trading prices for our common stock, recent share based transactions involving our affiliates, the price of most recently issued outstanding stock options held by our affiliates, general business conditions, our need for capital, alternatives available to us for raising capital, potential market conditions, and our desire to provide an opportunity to our stockholders to participate in the rights offering on a pro rata basis. In conjunction with its review of these factors, the Board also reviewed our history and prospects, including our past and present earnings, our prospects for future earnings, and the outlook for our industry, and our current financial condition. We cannot assure you that the market price of our shares of common stock will not decline during or after the rights offering. We also cannot assure you that you will be able to sell shares of our common stock purchased during the rights offering at a price equal to or greater than the subscription price. We urge you to obtain a current quote for our common stock before exercising your subscription rights. No Purchase Commitment Our Chairman Sidney Chan, who, together with his affiliates, owns an aggregate of 383,498,482 shares of our common stock, or approximately 75% of the shares outstanding, and our Directors Peter Stafford, Kenneth Robulak, Alfonso Salas, and Ronald Cheng, who collectively own an aggregate of 4,473,538 shares of our common stock, or approximately 0.9% of the shares outstanding, have each agreed with us not to exercise their respective basic subscription rights pursuant to the rights offering. None of basic subscription rights attached to the shares of common stock owned by Mr. Chan or his affiliates are being registered pursuant to this offering, and will not, accordingly be made available to non-shareholder purchaser. Mr. Chan and his affiliates elected not to participate in this offering owing to their agreement on September 21, 2020 to accept 240,000,000 of our common shares at a price of $0.05 per share in consideration for the retirement of an aggregate amount of $12,000,000 payable to them by the Company. The subscription rights attached to the 4,473,538 shares of common stock held by our other Directors are being registered pursuant to this offering, and may be available for purchase by non-shareholders at the discretion of management within 90 days following the expiration date of the offering. Method of Exercising Subscription Rights 127,522,227 non-transferable subscription rights are being distributed for each share of our common stock that you owned as of 5:00 p.m., Eastern Time, on October 30, 2020, the record date for the rights offering. The exercise of subscription rights is irrevocable and may not be cancelled or modified. You may exercise your subscription rights as follows: Subscription by Registered Holders. If you are a registered holder of shares of our common stock, the number of subscription rights you may exercise is indicated on the enclosed rights certificate. You may exercise your subscription rights by properly completing and executing the rights certificate and forwarding it, together with your full payment, to the subscription agent at the address set forth below under "—Subscription Agent," to be received prior to 5:00 p.m., Eastern Time, on December 15, 2020, the expiration date for the rights offering. Subscription by Beneficial Owners. If you are a beneficial owner of shares of our common stock that are registered in the name of a custodian bank, broker, dealer or other nominee, you will not receive a rights certificate. Instead, one subscription right will be issued to the nominee record holder for each share of our common stock that you own at the record date. If you are not contacted by your nominee, you should promptly contact your nominee in order to subscribe for shares of our common stock in the rights offering. If you hold your shares of common stock in the name of a custodian bank, broker, dealer or other nominee, your nominee will exercise the subscription rights on your behalf in accordance with your instructions. Your nominee may establish a deadline that may be before 5:00 p.m., Eastern Time, on December 15, 2020, the expiration date for the rights offering. Payment Method As described in the instructions accompanying the rights certificate, payments submitted to the subscription agent must be made in full United States currency by personal check payable to Pacific Stock Transfer fbo ALR Technologies Inc., the subscription agent, drawn upon a United States bank. Payment will be deemed to have been received by the subscription agent only upon the subscription agent s receipt of a personal check, receipt and clearance of such check. Please note that funds paid by uncertified personal check may take at least seven business days to clear. Accordingly, if you wish to pay by means of an uncertified personal check, we urge you to make payment sufficiently in advance of the expiration date to ensure that the subscription agent receives cleared funds before that time. Your subscription rights will not be successfully exercised unless the subscription agent actually receives from you, your custodian bank, broker, dealer or other nominee, as the case may be, all of the required documents and your full subscription price payment (and your payment has cleared) prior to 5:00 p.m., Eastern Time, on December 15, 2020, the scheduled expiration date of the rights offering, unless you have used the guaranteed delivery procedures described under "—Notice of Guaranteed Delivery." You should read and follow the instructions accompanying the rights certificate carefully. As described in the instructions accompanying the rights certificate, in certain cases additional documentation or signature guarantees may be required. The method of delivery of payments of the subscription amount to the subscription agent will be at the risk of the holders of subscription rights. If sent by mail, we recommend that you send those documents and payments by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure timely delivery to the subscription agent. Do not send or deliver these materials to us. There is no sales fee or commission payable by you in connection with the issuance of subscription rights or the issuance of shares of common stock if you exercise your subscription rights (other than the subscription price). We will pay all fees charged by the subscription agent. However, if you exercise your subscription rights through a custodian bank, broker, dealer or other nominee, you are responsible for paying any other commissions, fees, taxes or other expenses your nominee may charge you in connection with the exercise of the subscription rights. Medallion Guarantee May Be Required Your signature on your rights certificate must be guaranteed by an eligible institution, such as a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, or a commercial bank or trust company having an office or correspondent in the United States, subject to standards and procedures adopted by the subscription agent, unless: you provide on the rights certificate that shares are to be delivered in your name and to your address of record, as imprinted on the face of the rights certificate; or you are an eligible institution. Delivery to any address or by a method other than those set forth above does not constitute valid delivery. Missing or Incomplete Subscription Information If you send a payment that is insufficient to purchase the number of shares you requested, or if the number of shares you requested is not specified in the forms you submit, the payment received will first be applied, to the fullest extent possible based on the amount of the payment received, to exercise your basic subscription rights. Any excess subscription payments received by the subscription agent will be returned promptly, without interest or penalty, following the expiration of the rights offering. If you deliver your rights certificate and other documents or payment in a manner different from that described in this prospectus, we may not honor the exercise of your subscription rights. Expiration Date The period during which you may exercise your subscription rights expires at 5:00 p.m., Eastern Time, on December 15, 2020. If you do not exercise your subscription rights prior to that time, your subscription rights will expire and will no longer be exercisable. We will not be required to issue shares of our common stock to you if the subscription agent receives your rights certificate or your subscription payment after that time, unless you have used the guaranteed delivery procedures described under "—Notice of Guaranteed Delivery." We have the option to extend the rights offering without notice to you. If we elect to extend the expiration of the rights offering, we will issue a press release announcing such extension no later than the next business day after our Board extends the rights offering. If you hold your shares of common stock in the name of a custodian bank, broker, dealer or other nominee, your nominee will exercise the subscription rights on your behalf in accordance with your instructions. Your nominee may establish a deadline that may be before 5:00 p.m., Eastern Time, on December 15, 2020, the expiration date for the rights offering. Conditions, Withdrawal and Termination We reserve the right to withdraw the rights offering at any time for any reason. In addition, we may terminate the rights offering if at any time before completion of the rights offering there is any judgment, order, decree, injunction, statute, law or regulation entered, enacted, amended or held to be applicable to the rights offering that in the sole judgment of our Board would or might make the rights offering or its completion, whether in whole or in part, illegal or otherwise restrict or prohibit completion of the rights offering. If our Board cancels the rights offering, all affected subscription rights will expire without value, and all subscription payments received by the subscription agent will be returned promptly, without interest or penalty. Subscription and Information Agent We retained Pacific Stock Transfer to serve as the subscription agent and as the information agent for the rights offering. The agent will maintain the list of subscriptions. We will pay all fees and expenses of the agent related to the rights offering and have also agreed to indemnify the agent from certain liabilities that it may incur in connection with the rights offering. If your shares are held in the name of a broker, dealer, custodian bank or other nominee, then you should send your subscription documents and subscription payment to that record holder. If you are the record holder, then you should send your subscription documents, rights certificate, subscription payment or, if applicable, notice of guaranteed delivery, to the address provided below. If sent by mail, we recommend that you send documents and payments by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the subscription agent. Do not send or deliver these materials to the Company. By Overnight Courier, or Registered Certified or Express Mail Pacific Stock Transfer 6725 Via Austi Pkwy, Suite 300 Las Vegas, NV 89119 No Fractional Shares We will not issue fractional shares in connection with the rights offering. Fractional shares of our common stock resulting from the exercise of the basic subscription rights will be eliminated by rounding down to the nearest whole share. Any excess subscription payments received by the subscription agent will be returned promptly, without interest, following expiration of the rights offering. Notice to Nominees If you are a custodian bank, broker, dealer or other nominee who holds shares of our common stock for the account of others on the record date, you should notify the beneficial owners of the shares for whom you are the nominee of the rights offering as soon as possible to learn their intentions with respect to exercising their subscription rights. You should obtain instructions from the beneficial owners with respect to their subscription rights, as set forth in the instructions we have provided to you for your distribution to beneficial owners. If the beneficial holder so instructs, you should complete the rights certificate and submit it to the subscription agent together with the form entitled "Nominee Holder Election Form" and with the proper payment. We will provide the Nominee Holder Election Form to you with your rights offering materials. If you did not receive this form, you should contact the information agent to request a copy. If you hold shares of our common stock for the account(s) of more than one beneficial owner, you may exercise the number of subscription rights to which all such beneficial owners in the aggregate otherwise would have been entitled had they been direct record holders of our common stock on the record date, provided that you, as a nominee record holder, make a proper showing to the subscription agent by submitting the Nominee Holder Election Form. In the case of subscription rights that you hold of record on behalf of others through DTC, those subscription rights may be exercised by instructing DTC to transfer the subscription rights from your DTC account to the subscription agent s DTC account, and by delivering to the subscription agent the required certification as to the number of shares subscribed for pursuant to the exercise of the subscription rights of the beneficial owners on whose behalf you are acting, together with payment of the full subscription price. Notice of Guaranteed Delivery If you wish to exercise your subscription rights, but you do not have sufficient time to deliver the rights certificate evidencing your subscription rights to the subscription agent, on or before the time the rights offering expires, you may exercise your subscription rights by the following guaranteed delivery procedures: deliver to the subscription agent on or prior to the rights offering expiration date your subscription price payment in full for each share you subscribed for under your basic subscription right in the manner set forth above under "—Payment Method"; deliver to the subscription agent on or prior to the expiration date the form entitled "Notice of Guaranteed Delivery," substantially in the form provided with the "Instructions For Use of ALR Technologies Inc. Certificates" distributed with your rights certificates; and deliver the properly completed rights certificate evidencing your subscription rights being exercised and the related nominee holder certification, if applicable, with any required signature guarantee, to the subscription agent no later than two business days after the expiration date of the rights offering. For purposes of these notice of guaranteed delivery procedures, "business day" means any day on which trading is conducted on the OTCQB. Your notice of guaranteed delivery must be delivered in substantially the same form provided with the Instructions For Use of ALR Technologies Inc. Rights Certificates, which will be distributed to you with your rights certificate. Your notice of guaranteed delivery must include a signature guarantee from a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, or a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program, pursuant to Rule 17Ad-15 of the Exchange Act (each, an "Eligible Institution"). A form of that guarantee is included with the notice of guaranteed delivery. In your notice of guaranteed delivery, you must state: your name; the number of subscription rights represented by your rights certificates, the number of shares of our common stock for which you are subscribing under your basic subscription right; and your guarantee that you will deliver to the subscription agent the rights certificate evidencing the subscription rights you are exercising within two business days following the expiration of the rights offering. You may deliver your notice of guaranteed delivery to the subscription agent in the same manner as your rights certificate at the address set forth above under "—Subscription Agent" or may be transmitted, if transmitted by an Eligible Institution, to the subscription agent by email to info@pacificstocktransfer.com.. The agent will send you additional copies of the form of notice of guaranteed delivery if you request them by calling 702-361-3033, or by emailing info@pacificstocktransfer.com. Beneficial Owners If you are a beneficial owner of shares of our common stock and will receive your subscription rights through a custodian bank, broker, dealer or other nominee, we will ask your nominee to notify you of the rights offering. If you wish to exercise your subscription rights, you will need to have your custodian bank, broker, dealer or other nominee act for you, as described above. To indicate your decision with respect to your subscription rights, you should follow the instructions of your nominee. If you wish instead to obtain a separate rights certificate, you should contact your nominee as soon as possible and request that a rights certificate be issued to you. You should contact your nominee if you do not receive notice of the rights offering, but you believe you are entitled to participate in the rights offering. We are not responsible if you do not receive the notice by mail or otherwise from your nominee or if you receive notice without sufficient time to respond to your nominee by the deadline established by your nominee, which may be before 5:00 p.m., Eastern Time, on December 15, 2020, the expiration date. Non-Transferability of Subscription Rights The subscription rights granted to you are non-transferable and, therefore, you may not sell, transfer or assign your subscription rights to anyone. The subscription rights will not be listed for trading on the OTCQB or any other market or stock exchange. The shares of our common stock issuable upon exercise of the subscription rights will be listed on the OTCQB under the ticker symbol "ALRT." Validity of Subscriptions We will resolve, in our sole discretion, all questions regarding the validity and form of the exercise of your subscription rights, including time of receipt and eligibility to participate in the rights offering. Our determination will be final and binding. Once made, subscriptions and directions are irrevocable, and we will not accept any alternative, conditional or contingent subscriptions or directions. We reserve the absolute right to reject any subscriptions or directions not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in connection with your subscriptions before the subscription period expires, unless waived by us in our sole discretion. Neither the Company nor the subscription agent shall be under any duty to notify you or your representative of defects in your subscriptions. A subscription will be considered accepted, subject to our right to withdraw or terminate the rights offering, only when a properly completed and duly executed rights certificate and any other required documents and the full subscription payment have been received by the subscription agent. Our interpretations of the terms and conditions of the rights offering will be final and binding. Funding Arrangements; Return of Funds Pacific Stock Transfer the subscription agent, will hold funds received in payment for shares of our common stock in a segregated account pending completion of the rights offering. The subscription agent will hold this money until the rights offering is completed or is withdrawn or terminated. If the rights offering is canceled for any reason, all subscription payments received by the subscription agent will be returned to subscribers, without interest or penalty, as soon as practicable. Uncertificated Shares of Common Stock All shares of our common stock that you purchase in the rights offering will be issued in book-entry, or uncertificated, form. When issued, the shares will be registered in the name of the subscription rights holder of record. As soon as practicable after the expiration of the rights offering, the subscription agent will arrange for issuance to each subscription rights holder of record that has validly exercised its subscription rights the shares of common stock purchased in the rights offering. Subject to state securities laws and regulations, we have the discretion to delay distribution of any shares you may have elected to purchase by exercise of your rights in order to comply with state securities laws. Rights of Subscribers You will have no rights as a stockholder with respect to the shares of our common stock purchased in the rights offering until your account, or your account at your broker, dealer, custodian bank or other nominee, is credited with such shares. Foreign Stockholders We will not mail this prospectus or rights certificates to stockholders with addresses that are outside the United States or Canada or that have an army post office or foreign post office address. The subscription agent will hold these rights certificates for their account. To exercise subscription rights, our foreign stockholders must notify the subscription agent prior to 5:00 p.m., Eastern Time, at least three business days prior to the expiration of the rights offering (or, if the rights offering is extended, on or before three business days prior to the extended expiration date) and demonstrate to the satisfaction of the subscription agent that the exercise of such subscription rights does not violate the laws of the jurisdiction of such stockholder. No Revocation or Change All exercises of subscription rights are irrevocable. Once you submit the rights certificate or have instructed your nominee of your subscription request, you are not allowed to revoke or change the exercise or request a refund of monies paid, unless we are required by law to grant revocation rights, even if the market price of our common stock falls below the $0.05 per share subscription price or you learn information about us or the rights offering that you consider to be unfavorable. You should not exercise your subscription rights unless you are certain that you wish to purchase the shares of our common stock offered pursuant to the rights offering. Material U.S. Federal Income Tax Treatment of Rights Distribution The receipt and exercise of subscription rights by holders of shares of our common stock should generally not be taxable for U.S. federal income tax purposes. You should seek specific tax advice from your tax advisor in light of your particular circumstances and as to the applicability and effect of any other tax laws. See "Material U.S. Federal Income Tax Consequences." No Recommendation to Rights Holders Our Board is not making any recommendation regarding your exercise of the subscription rights. Stockholders who exercise subscription rights risk investment loss on new money invested. We cannot predict the price at which our shares of common stock will trade, and, therefore, we cannot assure you that the market price for our common stock will be above the subscription price or that anyone purchasing shares at the subscription price will be able to sell those shares in the future at the same price or a higher price. You are urged to make your decision based on your own assessment of our business and the rights offering. Please see "Risk Factors" and all other information included in, or incorporated by reference into, this prospectus for a discussion of the risks related to the rights offering and the risks involved in investing in our common stock. Shares of Our Common Stock Outstanding After the Rights Offering As of October 30, 2020, we had 511,020,709 shares of our common stock issued and outstanding. Assuming no additional shares of common stock are issued by the Company prior to consummation of the rights offering and assuming all shares are sold in the rights offering, we expect approximately 638,542,936 shares of our common stock will be outstanding immediately after completion of the rights offering. Other Matters We are not making the rights offering in any state or other jurisdiction in which it is unlawful to do so, nor are we distributing or accepting any offers to purchase any shares of our common stock from subscription rights holders who are residents of those states or other jurisdictions or who are otherwise prohibited by federal or state laws or regulations to accept or exercise the subscription rights. We may delay the commencement of the rights offering in those states or other jurisdictions, or change the terms of the rights offering, in whole or in part, in order to comply with the securities laws or other legal requirements of those states or other jurisdictions. Subject to state securities laws and regulations, we also have the discretion to delay allocation and distribution of any shares you may elect to purchase by exercise of your subscription rights in order to comply with state securities laws. We may decline to make modifications to the terms of the rights offering requested by those states or other jurisdictions, in which case, if you are a resident in those states or jurisdictions or if you are otherwise prohibited by federal or state laws or regulations from accepting or exercising the subscription rights, you will not be eligible to participate in the rights offering. However, we are not currently aware of any states or jurisdictions that would preclude participation in the rights offering. DESCRIPTION OF BUSINESS Background ALR Technologies Inc. (the "Company" or "ALRT") was incorporated under the laws of the State of Nevada on March 24, 1987 as Mo Betta Corp. In April 1998, the Company changed its business purpose to marketing a pharmaceutical compliance device. In December 1998, the common shares of the Company began trading on the Bulletin Board operated by the National Association of Securities Dealers Inc. under the symbol "MBET." On December 28, 1998, the Company changed its name from Mo Betta Corp. to ALR Technologies Inc. Subsequently the symbol was changed to "ALRT." In 2011, the Company located its headquarters at 7400 Beaufont Springs Drive, Suite 300, Richmond, Virginia, 23225. During 2011, the Company received FDA clearance and achieved HIPAA compliance for its Diabetes Solution. With these key achievements and successful clinical trials completed, the Company began implementing its commercialization strategy which included a pilot program with patients in Kansas in 2014. The Company obtained significant findings from this pilot program which led to the development of its Insulin Dosage Adjustment, for which it received FDA clearance in 2017, and Predictive A1C, for which it has submitted for worldwide patent application under the patent cooperation treaty to the World Intellectual Property Organization. The Company is actively seeking to commence revenue generating activities. Products ALRT has developed its Diabetes Solution product by utilizing internet-based technologies to facilitate the health care provider s ability to monitor their diabetes patients health and ensure adherence to health maintenance activities. The ALRT Diabetes Solution is a remote monitoring and care facilitation platform that allows patients to upload the blood glucose data from their meters on a weekly basis. The ALRT System processes and converts each data set to a Predictive A1C value and shares it with the patient s physician. The System provides the physician with therapy advancement suggestions based on current clinical practice guidelines. Patients receive therapy assessments and adjustments in much shorter cycles, keeping A1Cs at target, mitigating diabetes complications and lowering costs of care. ALRT previously conducted a clinical trial utilizing manual blood glucose data analysis and follow-up care. The trial demonstrated that remote diabetes care is associated with significant lowering of A1C levels. The study concluded that continuing intervention using an internet-based glucose monitoring system is an effective way of improving glucose control compared to conventional care. A second clinical trial demonstrated that this type of Internet-based Blood Glucose Monitoring System (IBGMS) was associated with comparable reductions in A1C levels with that of more expensive Continuing Glucose Monitoring Systems (CGMS). The Company is planning further trials to demonstrate the added value of the predictive A1C and therapy advancement features of the Diabetes Solution. In the future, the Company may seek to adapt its Diabetes Solution to be used in the management of other chronic diseases. The Company may be required to obtain additional clearance from the FDA prior to commencing selling activities in the United States for other chronic health conditions. Diabetes is a leading cause of death, serious illness and disability across North America. By the year 2030, it is expected that 1 in 10 adults, globally, will have diabetes (diagnosed and undiagnosed instances). We believe diabetes is a global pandemic. Data from the American Diabetes Association shows 30 million Americans have diabetes and 84 million have prediabetes. That s 1 in 3 Americans coping with the disease or serious threat of it. The total cost of diagnosed diabetes is staggering at $327 billion annually ($237 billion in direct medical costs and $90 billion in reduced productivity), putting serious drag on an already strained health care system. Taking a broader view, the global cost of diabetes was estimated at a whopping $825 billion annually in 2016. Diabetes is a lifelong chronic disease with no cure. However, people with diabetes can take steps to control their disease and reduce the risk of developing the associated serious complications, thereby controlling health care costs. The Canadian Diabetes Association Clinical Practice Guidelines Expert Committee reports that, "Successful diabetes care depends on the daily commitment of persons with diabetes mellitus to self-manage through the balance of lifestyle and medication. Diabetes care should be organized around a multi- and interdisciplinary diabetes health care team that can establish and sustain a communication network between the person with diabetes and the necessary health care and community systems". Diabetes incidence rates, economic costs and human costs are increasing even though we know how to control the disease. The Diabetes Control and Complication Trial conducted from 1983 to 1993 outlined management as follows: Testing blood glucose levels four or more times per day; Injecting insulin at least three times a day or using an insulin pump; Adjust insulin dose according to food intake and exercise; Following a diet and exercise plan; and Monthly visits to health care team. We believe there are five causes for diabetes to not be controlled: 1. Patient non-adherence; 2. Unreliable data; 3. Data overload; 4. Clinical inertia; and 5. Insulin under prescription. As noted in Patrick Connole, "UnitedHealth care, Other Large Insurers Seek Better Adherence to Diabetes Care", Health Plan Week, February 11, 2013 Volume 23 Issue 5, 80% of United States patients with diabetes do not follow their prescribed care plan. Central to conventional diabetes care is patient self-management. Unreliable Data As noted in Gonder-Frederick, L.A., et al, "Self Measurement of Blood Glucose: Accuracy of Self-Reporting Data and Adherence to Recommended Regimen" Diabetes Care, Volume 11, no. 7, July 1988, 77% of patient data contain errors. Data Overload Health care professionals (the "HCPs") face a lack of timely and reliable blood glucose data, resulting in delays to advance therapy and sub-optimal insulin dosing. The amount of patient data for clinicians to analyze is too vast and significant during 15-minute clinical appointments and the information they have is unreliable. Clinical Inertia As noted in Khunti, K., et al, "Clinical Inertia in People with Type 2 Diabetes: A Retrospective Cohort Study of More than 80,000 People." Diabetes Care, Volume 36, no. 11, July 2013, across over 80,000 patients, when A1C goals were not met, therapy intensification was late across every measure. It took on average 19 months to escalate patients with an average A1C of 8.7% from single medication to dual therapy and 82 months to escalate patients with an average A1C of 8.8% from dual medication to triple therapy. Furthermore, they found that it took approximately 20 years to advance patients with an average A1C of over 9% to insulin. At the end of the study, less than 50% of the patients had their treatment intensified. Furthermore, in Treatment intensification for patients with type 2 diabetes and poor glycaemic control by Fu and Sheenan, it was noted that out of 11,525 patients investigated with an A1C greater than 8% patients received intensification as follows: 37% within 6 months; 11% within 6-12 months; and 52% never. Failure to respond to higher than targeted A1C with treatment intensification puts patients with escalated A1C at risk for complications and diabetes-associated co-morbidities. Insulin Under Prescription Insulin dosing is complex, requiring review of large amounts of data, which takes significant amounts of time. We believe HCPs routinely under-prescribe insulin to ensure they avoid insulin dosage adjustments, which could result in hypoglycemia for their patients. Cleveland Clinic Study A team at Cleveland Clinic examined historical electronic medical record data of more than 7,300 patients with type 2 diabetes and concluded that there is a pervasiveness of clinical inertia for the management of type 2 diabetes in real-world clinical practice settings. The selected patients had an A1C value of 7% on a stable regimen of two oral anti-diabetic agents for at least 6 months (from 2005 to 2016). The median time to treatment intensification after A1C was above target was longer than one year. For patients with an A1c of 9%, therapy was not intensified in 44% of patients. According to lead study author Dr. Kevin Pantalone of Cleveland Clinic s Endocrinology & Metabolism Institute, "Short of a patient reporting non-adherence to their existing regimen of diabetes therapies, it is hard to imagine a reason why treatment intensification was not observed more frequently, when indicated, particularly in patients with an A1C 9%. In general, if intensification does not occur, the A1C can be expected to stay the same or get worse, it is not magically going to get better". (emphasis added) ALRT Diabetes Solution for Diabetes Monitoring ALRT has created the Diabetes Solution to address the diabetes marketplace globally. The Company s Diabetes Solution consists of hardware, software and diabetes test supplies. We designed the Diabetes Solution to be focused on the HCP and is agnostic and proactive. Our software operates on iOS, Android, Windows and MacOS systems. Enrollment into the ALRT Diabetes Solution will include a branded glucose meter, diabetes test strips, lancets and a carrying case. Our technology collects all the blood glucose data from the glucose meters, uploads it to a secure account and ships diabetes test strips as required. The patient data is aggregated to a Predictive A1C value for a comprehensive view of the treatment plan and patient adherence to the plan, with the data available (and messaged) to authorized people. The ALRT Diabetes Solution addresses the five causes for not controlling diabetes with: Active patient monitoring; Direct meter uploads; Machine intelligent data processing; Predictive A1C; and Insulin dosage adjustment. Notice to Nominees If you are a custodian bank, broker, dealer or other nominee who holds shares of our common stock for the account of others on the record date, you should notify the beneficial owners of the shares for whom you are the nominee of the rights offering as soon as possible to learn their intentions with respect to exercising their subscription rights. You should obtain instructions from the beneficial owners with respect to their subscription rights, as set forth in the instructions we have provided to you for your distribution to beneficial owners. If the beneficial holder so instructs, you should complete the rights certificate and submit it to the subscription agent together with the form entitled "Nominee Holder Election Form" and with the proper payment. We will provide the Nominee Holder Election Form to you with your rights offering materials. If you did not receive this form, you should contact the information agent to request a copy. If you hold shares of our common stock for the account(s) of more than one beneficial owner, you may exercise the number of subscription rights to which all such beneficial owners in the aggregate otherwise would have been entitled had they been direct record holders of our common stock on the record date, provided that you, as a nominee record holder, make a proper showing to the subscription agent by submitting the Nominee Holder Election Form. In the case of subscription rights that you hold of record on behalf of others through DTC, those subscription rights may be exercised by instructing DTC to transfer the subscription rights from your DTC account to the subscription agent s DTC account, and by delivering to the subscription agent the required certification as to the number of shares subscribed for pursuant to the exercise of the subscription rights of the beneficial owners on whose behalf you are acting, together with payment of the full subscription price. Notice of Guaranteed Delivery If you wish to exercise your subscription rights, but you do not have sufficient time to deliver the rights certificate evidencing your subscription rights to the subscription agent, on or before the time the rights offering expires, you may exercise your subscription rights by the following guaranteed delivery procedures: deliver to the subscription agent on or prior to the rights offering expiration date your subscription price payment in full for each share you subscribed for under your basic subscription right in the manner set forth above under "—Payment Method"; deliver to the subscription agent on or prior to the expiration date the form entitled "Notice of Guaranteed Delivery," substantially in the form provided with the "Instructions For Use of ALR Technologies Inc. Certificates" distributed with your rights certificates; and deliver the properly completed rights certificate evidencing your subscription rights being exercised and the related nominee holder certification, if applicable, with any required signature guarantee, to the subscription agent no later than two business days after the expiration date of the rights offering. For purposes of these notice of guaranteed delivery procedures, "business day" means any day on which trading is conducted on the OTCQB. Your notice of guaranteed delivery must be delivered in substantially the same form provided with the Instructions For Use of ALR Technologies Inc. Rights Certificates, which will be distributed to you with your rights certificate. Your notice of guaranteed delivery must include a signature guarantee from a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, or a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program, pursuant to Rule 17Ad-15 of the Exchange Act (each, an "Eligible Institution"). A form of that guarantee is included with the notice of guaranteed delivery. In your notice of guaranteed delivery, you must state: your name; the number of subscription rights represented by your rights certificates, the number of shares of our common stock for which you are subscribing under your basic subscription right; and your guarantee that you will deliver to the subscription agent the rights certificate evidencing the subscription rights you are exercising within two business days following the expiration of the rights offering. You may deliver your notice of guaranteed delivery to the subscription agent in the same manner as your rights certificate at the address set forth above under "—Subscription Agent" or may be transmitted, if transmitted by an Eligible Institution, to the subscription agent by email to info@pacificstocktransfer.com.. The agent will send you additional copies of the form of notice of guaranteed delivery if you request them by calling 702-361-3033, or by emailing info@pacificstocktransfer.com. Beneficial Owners If you are a beneficial owner of shares of our common stock and will receive your subscription rights through a custodian bank, broker, dealer or other nominee, we will ask your nominee to notify you of the rights offering. If you wish to exercise your subscription rights, you will need to have your custodian bank, broker, dealer or other nominee act for you, as described above. To indicate your decision with respect to your subscription rights, you should follow the instructions of your nominee. If you wish instead to obtain a separate rights certificate, you should contact your nominee as soon as possible and request that a rights certificate be issued to you. You should contact your nominee if you do not receive notice of the rights offering, but you believe you are entitled to participate in the rights offering. We are not responsible if you do not receive the notice by mail or otherwise from your nominee or if you receive notice without sufficient time to respond to your nominee by the deadline established by your nominee, which may be before 5:00 p.m., Eastern Time, on December 15, 2020, the expiration date. Non-Transferability of Subscription Rights The subscription rights granted to you are non-transferable and, therefore, you may not sell, transfer or assign your subscription rights to anyone. The subscription rights will not be listed for trading on the OTCQB or any other market or stock exchange. The shares of our common stock issuable upon exercise of the subscription rights will be listed on the OTCQB under the ticker symbol "ALRT." Validity of Subscriptions We will resolve, in our sole discretion, all questions regarding the validity and form of the exercise of your subscription rights, including time of receipt and eligibility to participate in the rights offering. Our determination will be final and binding. Once made, subscriptions and directions are irrevocable, and we will not accept any alternative, conditional or contingent subscriptions or directions. We reserve the absolute right to reject any subscriptions or directions not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in connection with your subscriptions before the subscription period expires, unless waived by us in our sole discretion. Neither the Company nor the subscription agent shall be under any duty to notify you or your representative of defects in your subscriptions. A subscription will be considered accepted, subject to our right to withdraw or terminate the rights offering, only when a properly completed and duly executed rights certificate and any other required documents and the full subscription payment have been received by the subscription agent. Our interpretations of the terms and conditions of the rights offering will be final and binding. Funding Arrangements; Return of Funds Pacific Stock Transfer the subscription agent, will hold funds received in payment for shares of our common stock in a segregated account pending completion of the rights offering. The subscription agent will hold this money until the rights offering is completed or is withdrawn or terminated. If the rights offering is canceled for any reason, all subscription payments received by the subscription agent will be returned to subscribers, without interest or penalty, as soon as practicable. Uncertificated Shares of Common Stock All shares of our common stock that you purchase in the rights offering will be issued in book-entry, or uncertificated, form. When issued, the shares will be registered in the name of the subscription rights holder of record. As soon as practicable after the expiration of the rights offering, the subscription agent will arrange for issuance to each subscription rights holder of record that has validly exercised its subscription rights the shares of common stock purchased in the rights offering. Subject to state securities laws and regulations, we have the discretion to delay distribution of any shares you may have elected to purchase by exercise of your rights in order to comply with state securities laws. Rights of Subscribers You will have no rights as a stockholder with respect to the shares of our common stock purchased in the rights offering until your account, or your account at your broker, dealer, custodian bank or other nominee, is credited with such shares. Foreign Stockholders We will not mail this prospectus or rights certificates to stockholders with addresses that are outside the United States or Canada or that have an army post office or foreign post office address. The subscription agent will hold these rights certificates for their account. To exercise subscription rights, our foreign stockholders must notify the subscription agent prior to 5:00 p.m., Eastern Time, at least three business days prior to the expiration of the rights offering (or, if the rights offering is extended, on or before three business days prior to the extended expiration date) and demonstrate to the satisfaction of the subscription agent that the exercise of such subscription rights does not violate the laws of the jurisdiction of such stockholder. No Revocation or Change All exercises of subscription rights are irrevocable. Once you submit the rights certificate or have instructed your nominee of your subscription request, you are not allowed to revoke or change the exercise or request a refund of monies paid, unless we are required by law to grant revocation rights, even if the market price of our common stock falls below the $0.05 per share subscription price or you learn information about us or the rights offering that you consider to be unfavorable. You should not exercise your subscription rights unless you are certain that you wish to purchase the shares of our common stock offered pursuant to the rights offering. Material U.S. Federal Income Tax Treatment of Rights Distribution The receipt and exercise of subscription rights by holders of shares of our common stock should generally not be taxable for U.S. federal income tax purposes. You should seek specific tax advice from your tax advisor in light of your particular circumstances and as to the applicability and effect of any other tax laws. See "Material U.S. Federal Income Tax Consequences." No Recommendation to Rights Holders Our Board is not making any recommendation regarding your exercise of the subscription rights. Stockholders who exercise subscription rights risk investment loss on new money invested. We cannot predict the price at which our shares of common stock will trade, and, therefore, we cannot assure you that the market price for our common stock will be above the subscription price or that anyone purchasing shares at the subscription price will be able to sell those shares in the future at the same price or a higher price. You are urged to make your decision based on your own assessment of our business and the rights offering. Please see "Risk Factors" and all other information included in, or incorporated by reference into, this prospectus for a discussion of the risks related to the rights offering and the risks involved in investing in our common stock. Shares of Our Common Stock Outstanding After the Rights Offering As of October 30, 2020, we had 511,020,709 shares of our common stock issued and outstanding. Assuming no additional shares of common stock are issued by the Company prior to consummation of the rights offering and assuming all shares are sold in the rights offering, we expect approximately 638,542,936 shares of our common stock will be outstanding immediately after completion of the rights offering. Other Matters We are not making the rights offering in any state or other jurisdiction in which it is unlawful to do so, nor are we distributing or accepting any offers to purchase any shares of our common stock from subscription rights holders who are residents of those states or other jurisdictions or who are otherwise prohibited by federal or state laws or regulations to accept or exercise the subscription rights. We may delay the commencement of the rights offering in those states or other jurisdictions, or change the terms of the rights offering, in whole or in part, in order to comply with the securities laws or other legal requirements of those states or other jurisdictions. Subject to state securities laws and regulations, we also have the discretion to delay allocation and distribution of any shares you may elect to purchase by exercise of your subscription rights in order to comply with state securities laws. We may decline to make modifications to the terms of the rights offering requested by those states or other jurisdictions, in which case, if you are a resident in those states or jurisdictions or if you are otherwise prohibited by federal or state laws or regulations from accepting or exercising the subscription rights, you will not be eligible to participate in the rights offering. However, we are not currently aware of any states or jurisdictions that would preclude participation in the rights offering. DESCRIPTION OF BUSINESS Background ALR Technologies Inc. (the "Company" or "ALRT") was incorporated under the laws of the State of Nevada on March 24, 1987 as Mo Betta Corp. In April 1998, the Company changed its business purpose to marketing a pharmaceutical compliance device. In December 1998, the common shares of the Company began trading on the Bulletin Board operated by the National Association of Securities Dealers Inc. under the symbol "MBET." On December 28, 1998, the Company changed its name from Mo Betta Corp. to ALR Technologies Inc. Subsequently the symbol was changed to "ALRT." In 2011, the Company located its headquarters at 7400 Beaufont Springs Drive, Suite 300, Richmond, Virginia, 23225. During 2011, the Company received FDA clearance and achieved HIPAA compliance for its Diabetes Solution. With these key achievements and successful clinical trials completed, the Company began implementing its commercialization strategy which included a pilot program with patients in Kansas in 2014. The Company obtained significant findings from this pilot program which led to the development of its Insulin Dosage Adjustment, for which it received FDA clearance in 2017, and Predictive A1C, for which it has submitted for worldwide patent application under the patent cooperation treaty to the World Intellectual Property Organization. The Company is actively seeking to commence revenue generating activities. Products ALRT has developed its Diabetes Solution product by utilizing internet-based technologies to facilitate the health care provider s ability to monitor their diabetes patients health and ensure adherence to health maintenance activities. The ALRT Diabetes Solution is a remote monitoring and care facilitation platform that allows patients to upload the blood glucose data from their meters on a weekly basis. The ALRT System processes and converts each data set to a Predictive A1C value and shares it with the patient s physician. The System provides the physician with therapy advancement suggestions based on current clinical practice guidelines. Patients receive therapy assessments and adjustments in much shorter cycles, keeping A1Cs at target, mitigating diabetes complications and lowering costs of care. ALRT previously conducted a clinical trial utilizing manual blood glucose data analysis and follow-up care. The trial demonstrated that remote diabetes care is associated with significant lowering of A1C levels. The study concluded that continuing intervention using an internet-based glucose monitoring system is an effective way of improving glucose control compared to conventional care. A second clinical trial demonstrated that this type of Internet-based Blood Glucose Monitoring System (IBGMS) was associated with comparable reductions in A1C levels with that of more expensive Continuing Glucose Monitoring Systems (CGMS). The Company is planning further trials to demonstrate the added value of the predictive A1C and therapy advancement features of the Diabetes Solution. In the future, the Company may seek to adapt its Diabetes Solution to be used in the management of other chronic diseases. The Company may be required to obtain additional clearance from the FDA prior to commencing selling activities in the United States for other chronic health conditions. Diabetes is a leading cause of death, serious illness and disability across North America. By the year 2030, it is expected that 1 in 10 adults, globally, will have diabetes (diagnosed and undiagnosed instances). We believe diabetes is a global pandemic. Data from the American Diabetes Association shows 30 million Americans have diabetes and 84 million have prediabetes. That s 1 in 3 Americans coping with the disease or serious threat of it. The total cost of diagnosed diabetes is staggering at $327 billion annually ($237 billion in direct medical costs and $90 billion in reduced productivity), putting serious drag on an already strained health care system. Taking a broader view, the global cost of diabetes was estimated at a whopping $825 billion annually in 2016. Diabetes is a lifelong chronic disease with no cure. However, people with diabetes can take steps to control their disease and reduce the risk of developing the associated serious complications, thereby controlling health care costs. The Canadian Diabetes Association Clinical Practice Guidelines Expert Committee reports that, "Successful diabetes care depends on the daily commitment of persons with diabetes mellitus to self-manage through the balance of lifestyle and medication. Diabetes care should be organized around a multi- and interdisciplinary diabetes health care team that can establish and sustain a communication network between the person with diabetes and the necessary health care and community systems". Diabetes incidence rates, economic costs and human costs are increasing even though we know how to control the disease. The Diabetes Control and Complication Trial conducted from 1983 to 1993 outlined management as follows: Testing blood glucose levels four or more times per day; Injecting insulin at least three times a day or using an insulin pump; Adjust insulin dose according to food intake and exercise; Following a diet and exercise plan; and Monthly visits to health care team. We believe there are five causes for diabetes to not be controlled: 1. Patient non-adherence; 2. Unreliable data; 3. Data overload; 4. Clinical inertia; and 5. Insulin under prescription. As noted in Patrick Connole, "UnitedHealth care, Other Large Insurers Seek Better Adherence to Diabetes Care", Health Plan Week, February 11, 2013 Volume 23 Issue 5, 80% of United States patients with diabetes do not follow their prescribed care plan. Central to conventional diabetes care is patient self-management. Unreliable Data As noted in Gonder-Frederick, L.A., et al, "Self Measurement of Blood Glucose: Accuracy of Self-Reporting Data and Adherence to Recommended Regimen" Diabetes Care, Volume 11, no. 7, July 1988, 77% of patient data contain errors. Data Overload Health care professionals (the "HCPs") face a lack of timely and reliable blood glucose data, resulting in delays to advance therapy and sub-optimal insulin dosing. The amount of patient data for clinicians to analyze is too vast and significant during 15-minute clinical appointments and the information they have is unreliable. Clinical Inertia As noted in Khunti, K., et al, "Clinical Inertia in People with Type 2 Diabetes: A Retrospective Cohort Study of More than 80,000 People." Diabetes Care, Volume 36, no. 11, July 2013, across over 80,000 patients, when A1C goals were not met, therapy intensification was late across every measure. It took on average 19 months to escalate patients with an average A1C of 8.7% from single medication to dual therapy and 82 months to escalate patients with an average A1C of 8.8% from dual medication to triple therapy. Furthermore, they found that it took approximately 20 years to advance patients with an average A1C of over 9% to insulin. At the end of the study, less than 50% of the patients had their treatment intensified. Furthermore, in Treatment intensification for patients with type 2 diabetes and poor glycaemic control by Fu and Sheenan, it was noted that out of 11,525 patients investigated with an A1C greater than 8% patients received intensification as follows: 37% within 6 months; 11% within 6-12 months; and 52% never. Failure to respond to higher than targeted A1C with treatment intensification puts patients with escalated A1C at risk for complications and diabetes-associated co-morbidities. Insulin Under Prescription Insulin dosing is complex, requiring review of large amounts of data, which takes significant amounts of time. We believe HCPs routinely under-prescribe insulin to ensure they avoid insulin dosage adjustments, which could result in hypoglycemia for their patients. Cleveland Clinic Study A team at Cleveland Clinic examined historical electronic medical record data of more than 7,300 patients with type 2 diabetes and concluded that there is a pervasiveness of clinical inertia for the management of type 2 diabetes in real-world clinical practice settings. The selected patients had an A1C value of 7% on a stable regimen of two oral anti-diabetic agents for at least 6 months (from 2005 to 2016). The median time to treatment intensification after A1C was above target was longer than one year. For patients with an A1c of 9%, therapy was not intensified in 44% of patients. According to lead study author Dr. Kevin Pantalone of Cleveland Clinic s Endocrinology & Metabolism Institute, "Short of a patient reporting non-adherence to their existing regimen of diabetes therapies, it is hard to imagine a reason why treatment intensification was not observed more frequently, when indicated, particularly in patients with an A1C 9%. In general, if intensification does not occur, the A1C can be expected to stay the same or get worse, it is not magically going to get better". (emphasis added) ALRT Diabetes Solution for Diabetes Monitoring ALRT has created the Diabetes Solution to address the diabetes marketplace globally. The Company s Diabetes Solution consists of hardware, software and diabetes test supplies. We designed the Diabetes Solution to be focused on the HCP and is agnostic and proactive. Our software operates on iOS, Android, Windows and MacOS systems. Enrollment into the ALRT Diabetes Solution will include a branded glucose meter, diabetes test strips, lancets and a carrying case. Our technology collects all the blood glucose data from the glucose meters, uploads it to a secure account and ships diabetes test strips as required. The patient data is aggregated to a Predictive A1C value for a comprehensive view of the treatment plan and patient adherence to the plan, with the data available (and messaged) to authorized people. The ALRT Diabetes Solution addresses the five causes for not controlling diabetes with: Active patient monitoring; Direct meter uploads; Machine intelligent data processing; Predictive A1C; and Insulin dosage adjustment. Active Patient Monitoring Industry data indicates that 50% or more of people on medications do not take them as prescribed, and that this non-compliance contributes to 10% of hospitalizations and billions of dollars spent annually in excessive and preventable health care costs. Reminding a person to take an action is the first step in our system; monitoring their actions and their data is the second, and intervention when needed is the important follow-up. The ALRT system monitors patient uploads and the underlying data providing more timely access to patient blood glucose data. Our system initiates interventions by notifying the HCP of out of range results, or failure to upload data in accordance with the requirements of the care plan. The ALRT system does not rely upon the patient to manually upload data. Once a patient completes their test blood glucose test, the ALRT Diabetes Solution will automatically receive the data at the chosen time interval. The ALRT Diabetes Solution provides the notifications and audit trail needed for achieving best practice results. Its performance tracking allows care teams to identify areas in treatment plans that require change of improvement. Direct Meter Uploads Data is uploaded via Bluetooth directly from the glucometer into the ALRT application. This ensures that the data is accurate and reliable based on the results of testing. Machine Intelligent Data Processing Our machine intelligence processes large amounts of data, notifies relevant stakeholders and flags patients for review making collaboration real time. Across segments and populations, this also provides significant data points on use of diabetes test strips and insulin, which may be significant for businesses in those industries. Predicative A1C Predictive A1C is a patent-pending unique feature for monitoring the effectiveness of care plans. This technology utilizes data diagnostics to compare targeted A1C with indicated results. Weekly patient blood glucose data is evaluated, and HCPs are notified as needed for care plan review when blood glucose values exceed parameters set by the HCPs. Our platform provides HCPs with patient prioritization reports and alerts based on the Predictive A1C measures and other related diagnostics. Predictive A1C was designed to assist HCPs in addressing clinical inertia in diabetes care. Insulin Dose Adjustment Insulin Dose Adjustment is an FDA-cleared feature that makes optimal insulin adjustment suggestions to HCPs based on dosing guidelines from organizations like American Diabetes Association. This ensures that HCPs are making timely insulin dosage assessments based on the blood testing results uploaded. ALRT s next phase of technology advancement will produce an algorithm for advancing non-insulin diabetes therapies according to clinical practice guidelines. Background In August 2010, the Company received the results of a clinical trial conducted by Dr. Hugh Tildesley using the ALRT Diabetes Solution (then referred to as the "Health-e-Connect System"). The trial showed A1C dropping from 8.8% to 7.6% for the Intervention Group using ALRT s Health-e-Connect System as part of a diabetes management program. The A1C test is important in diabetes treatment management as a long-term measure of control over blood glucose for diabetes patients. According to the Center for Disease Control and Prevention, "In general, every percentage drop in A1C blood test results (e.g., from 8% to 7%), can reduce the risk of microvascular complications (eye, kidney and nerve diseases) by 40%". The trial served as the basis for an article titled Effect of Internet Therapeutic Intervention on A1c Levels in Patients with Type 2 Diabetes Treated with Insulin, which was published in the August 2010 Diabetes Care publication. In July 2011, the follow-up results of the Dr. Tildesley clinical trial were published in the Canadian Journal of Diabetes. Dr. Tildesley conducted a 12-month study using Health-e-Connect System as an Internet Based Blood Glucose Monitoring System (IBGMS) to provide intensive blood glucose control to determine the effects of internet-based blood glucose monitoring on A1C levels in patients with type 2 diabetes treated with insulin. Dr Tildesley concluded that, "While IBGMS intervention was not a substitute for the patient–physician interaction in a clinical setting, it significantly improved A1C and, over time, we observed better glycemic control and patient satisfaction". In October 2011, the Company received 510(k) clearance from the U.S. Food and Drug Administration (FDA) for its Diabetes Solution (then known as the Health-e-Connect System) for remote monitoring of patients in support of effective diabetes management programs. The 510(k) clearance enables the Company to commence with the United States marketing and sales launch of its Health-e-Connect System. In September 2014, the Company initiated its pilot program with one of the Kansas City Metropolitan Physician Association clinics to deploy its Diabetes Solution. Data from the KCMPA pilot program indicated that a number of patients had achieved reductions in their A1C levels. Furthermore, the data indicated that patients that left the pilot program had increases in A1C subsequently. On February 18, 2015, the Company filed a 510(k) application with the FDA to add a remote insulin dosing recommendation feature to the Company s Diabetes Solution. The Company utilized the publicly available algorithm of the AACE and ADA. This feature allows the Company to regularly run a patient s blood glucose data (and other key data) through the AACE and ADA algorithm. When the algorithm indicated that the patient s dose may not be optimal, the Diabetes Solution would provide the health care provider that a dose change may be warranted and what the change would be based on AACE and ADA guidelines. The decision about the dose change would rest entirely with the health care provider. However, this new feature may make a significant contribution to improving the outcomes of diabetes patients if it allowed HCPs to keep their patients at the optimal dose for longer periods. On September 18, 2017, the Company received clearance from the FDA for its Insulin Dosage Adjustment feature within the Company s Diabetes Solution. On June 20, 2017, the Company s Chief Executive Officer filed a worldwide patent application under the Patent Cooperation Treaty to the World Intellectual Property Office for Predictive A1C feature. The Company holds the rights to use the Predictive A1C feature. During the 2019 year, the Company and the Chairman have entered into the National Phase for the applications by applying to target member countries. During 2019, the Company added automated patient management to the Diabetes Solution. The Company is also seeking to have a private label glucometer, diabetes test strips, lancets and carrying cases produced as part of the Diabetes Solution. The Company is in talks with a manufacturer that has global operations. During 2019, the Company initiated support for continuous glucose monitoring (CGM) systems with the ALRT Diabetes Solution. CGM has become the standard of care for patients with type 1 diabetes and is quickly gaining favor with type 2 diabetes patients who use insulin. Reimbursement for Health Professionals The Company continues to work to obtain confirmation that the Diabetes Solution will allow for services to be provided by physicians that will be reimbursed by health insurance companies. The reimbursement will be a breakthrough, as physicians will be paid to provide these important new services to their patients with chronic conditions. Business Development and Marketing Strategy The Company is focusing its efforts on introducing and marketing its Diabetes Solution for medical clinics, hospitals and HCPs to provide direct care to patients and be reimbursed by the patients health benefit plans, as well as to employers due to the significant return on investment they can achieve by keeping employees/plan members healthy. The Company is first targeting customers located in the United States because of the large market potential, but will also seek to obtain regulatory clearance and establish selling operations/agreements for sales and distribution in Canada, Europe, Australia, Singapore, and selected countries in Asia and South America. Other Products The Company does not have any other products outside of the Diabetes Solution. Manufacturers The Company does not have any designated manufacturers at this time. The Company is in discussions with an international manufacturer of glucometers, diabetes test supplies and lancets for ALRT branded offerings. Selling Activities The Company is actively seeking alliances with health care organizations, pharmaceutical companies, insulin providers and other health care companies that can act as catalysts to effect positive change for containing health care costs and improving health outcomes. We will work with these types of organizations to introduce the ALRT Diabetes Solution to their network and seek to start significant pilot projects that will lead to revenue-generating arrangements. Patents and Trademarks US Patent D446, 740 received on August 21, 2001 for Ornamental design of a Medication Alert Device in the shape of a heart. US Patent D446,739 received on August 21, 2001 for Ornamental Design of a Medication Alert Device in the shape of a dog bone. US Patent D447,074 received on August 28, 2001 for Ornamental Design of a Medication Alert Device in the shape of a stylized paw. US Patent 6,934,220 received on August 23, 2005 entitled Portable Programmable Medical Alert Device. US Patent 7,607,431 issued October 27, 2009 for patient compliance and remote monitoring of patient s use of nebulizer compressors. The Company has the following patent applications pending: Provisional Patent Application serial number 61/271,852 filed on July 27, 2009. Title is Patient Care Coordination System Including Home Use of Medical Apparatus. The Company s Chairman and Chief Executive Officer has the following patent applications under the PCT: PCT/CA2017/050753 dated June 27, 2017. Title is "method and system for monitoring a diabetes treatment plan". This patent application has been submitted to Canada, the United States of America, Europe, Singapore and Australia. The Company holds an exclusive license to the patent applications. Competition The Company competes with other corporations that produce diabetes compliance devices, monitoring systems and wellness applications, many of whom have greater financial, marketing and other resources than we do. A few companies currently offer compliance monitoring systems, but either a) at much higher prices, b) have fewer benefits than our system, or c) they do not have FDA clearance. The Company s competition includes, but is not limited to, Livongo, Glooko, WellDoc, Medtronics, iGlucose and Microsoft HealthVault. We feel none of these companies currently offer a comprehensive compliance system that offers the full spectrum of benefits and features that our Diabetes Solution does with the potential cost efficiencies. We believe that while some of the competitors address the issues of unreliable data and patient non-adherence, none of the competition address data overload, clinical inertia or insulin under prescription from our perspective. Employees and Independent Contractors The Company has 27 personnel under employment, independent contractor and consulting arrangements. The consultants of the Company have contracts that outline their roles and responsibilities as independent contractor, as well as outline the confidentiality requirements for all matters pertaining to the Company. Recent Developments On February 4, 2019, the Company granted a consultant the option to acquire of total of 2,500,000 shares of common stock of the Company at a price of $0.035 per share for a term of five years. On July 15, 2019, the same consultant was granted the option to acquire an additional 7,500,000 shares of common stock of the Company at a price of $0.035 per share until February 3, 2024. On March 15, 2019, the Company granted the option to acquire 9,150,000 shares of common stock of the Company at a price of $0.035 per share for a term of five years. The option to acquire 2,500,000 shares of common stock was granted to one consultant and the option to acquire 6,650,000 shares of common stock was granted to one director. On April 12, 2019, the Company modified the option to acquire an aggregate 564,350,200 shares of common stock of the Company to extend the maturity date to April 12, 2024. The option to acquire 564,350,200 shares of common stock was held by 13 individuals, including 560,000,200 held by the Chairman and Chief Executive Officer (or the "Chairman" or "Chief Executive Officer") and 2,000,000 held by three non-executive directors. The exercise price of the options, ranging from $0.002 to $0.03 per share, was not impacted by the modification. As a result of the modification, the Company recognized stock-based compensation of $1,150,060 for the incremental fair value associated with the extension of the maturity date of the options. On May 6, 2019, the Company granted the option to acquire an aggregate 13,000,000 shares of common stock of the Company at a price of $0.035 per share for a term of five years to three non-executive directors of the Company. On May 17, 2019, the Company granted the option to acquire an aggregate 27,900,000 shares of common stock of the Company at a price of $0.035 per share for a term of five years to 13 optionees as follows: Number of Optionees Position Option to acquire common stock One (1) Non-executive member of the Board of Directors 1,000,000 Seven (7) Software Development Team member 19,700,000 One (1) Manager, Procurement and Quality Assurance 3,000,000 Four (4) Clinical Team member 4,200,000 On May 31, 2019, the Company granted the option to acquire 10,000,000 shares of common stock of the Company at a price of $0.035 per share for a term of one year to a consultant of the Company subject to vest upon achievement of vesting milestones. The options expired unexercised. On June 12, 2019, the Company granted the option to acquire an aggregate 40,000,000 shares of common stock of the Company at a price of $0.05 per share until May 15, 2024 to three sales agents (the "US Sales Team"). The option to acquire 40,000,000 shares of common stock will vest when the US Sales Team sign up a total of 20,000 ALRT Diabetes Solution customers in the United States prior to December 31, 2020 (the "Sales Target"). To date, no options granted to these sales agents have vested. On June 17, 2019, the Company s Board of Directors approved the grant of options to acquire 15,000,000 shares of common stock of the Company for a term of five years, as follows: Number of Optionees Position Option to acquire common stock Exercise Price Two (2) Sales Agent 10,000,000 $0.050 One (1) Advisor 5,000,000 $0.035 The 5,000,000 options approved for grant to an advisor were granted. Each sales agent was approved for the grant of 5,000,000 options subject to vesting conditions. The options are to vest when each sales agent signs up 20,000 Diabetes Solution customers in the United States prior to August 31, 2020 (the "Sales Target"). The Company reallocated the options allocated to one sales agent to support sales agent recruitment efforts. To date, 8,500,000 of the 10,000,000 option shares have been granted to sales agents vested (refer to August 16, 2019 and September 6, 2019 option issuances). To date, no options granted to these sales agents have vested. On June 19, 2019, the Chairman of the Company exercised the option to acquire 25,000,000 shares of common stock at a price of $0.002 per share for a total purchase price of $50,000. The Chairman extinguished an outstanding debt owed by the Company to him in the amount of $50,000 as consideration. The Company also issued 1,000,000 common shares for the exercise of options at a price of $0.015 per share for a total purchase price of $15,000, which was settled with the extinguishment of accounts payable. On June 24, 2019, the Company modified the terms of the options granted on January 31, 2018 to acquire 24,000,000 shares of common stock at a price of $0.015 for a term of five years that were subject to vest based on the achievement of certain performance milestones as follows: the option to acquire 4,000,000 shares of common stock was cancelled; and the vesting conditions were amended to broaden the eligible performance vesting conditions. On July 15, 2019, the Company s Board of Directors approved the grant of options to acquire 20,000,000 shares of common stock. Of the options approved for grant: the option to acquire 10,000,000 shares of common stock, with 5,000,000 options each to be granted to two prospective sales agents of the Company, which will be exercisable at a price of $0.04 per share and will vest subject to the performance as follows: each agent enrolling a total of 20,000 ALRT Diabetes Solution customers in certain countries located in Asia; or such other activities that would provide similar business impact at the sole discretion of the Board of Directors of the Company; and the option to acquire 10,000,000 shares of common stock: is allocated towards the formation of a Latin American sales team; will be granted upon the recruitment of sales personnel in Latin America; and will have performance vesting conditions to be determined by the Company s Board of Directors at grant. Although the Board of Directors have approved the 20,000,000 options referenced above, as the Company is still working on developing its Latin American and Asia sales teams, these options have not yet been granted. On August 16, 2019, the Company granted the option to acquire 2,500,000 shares of common stock of the Company at a price of $0.05 per share for a term of five years to a sales agent. The option to acquire 2,500,000 shares were to vest when the sales agent signed up 20,000 Diabetes Solution customers in the United States prior to May 31, 2020. The sales target was not achieved and the options expired unvested. On September 6, 2019, the Company granted the option to acquire 1,000,000 shares of common stock of the Company at a price of $0.05 per share for a term of five years to a sales agent. The option to acquire 1,000,000 shares will vest when the sales agent signs up 20,000 Diabetes Solution customers in the United States prior to August 31, 2020. The sales target was not achieved and the options expired unvested. On September 17, 2019, the Company granted the option to acquire 5,000,000 shares of common stock of the Company at a price of $0.035 per share for a term of five years to a consultant. On October 3, 2019, the Company granted the option to acquire an aggregate 3,500,000 shares of common stock of the Company at a price of $0.035 per share for a term of five years to two consultants. On October 24, 2019, the Company granted the option to acquire an aggregate 2,000,000 shares of common stock of the Company at a price of $0.035 per share for a term of five years to two consultants. On December 11, 2019, the Company granted one creditor the option to acquire 120,000,000 shares of common stock of the Company at a price of $0.015 per share for a term of five years in connection with receiving additional line of credit financing. The creditor is the Chief Executive Officer of the Company. On February 13, 2020, the Company entered into a agreement with Singapore General Hospital ("SGH") to jointly undertake a novel remote diabetes management pilot to prove the efficacy of the ALRT Diabetes Solution in insulin-treated diabetes patients. On February 14, 2020, the Company entered into a debt settlement agreement with a non-related party whereby the parties agreed to settle $80,000, consisting of $60,000 accounts payable and $20,000 for the provision of services under a Services Agreement dated January 1, 2020, with the issuance of 2,000,000 restricted shares of common stock of the Company. The restricted shares of common stock were issued on March 11, 2020. On April 1, 2020, the Company granted one consultant the option to acquire 10,000,000 shares of common stock of the Company at a price of $0.035 per share for a term of five years. On May 12, 2020, the Company s Board of Directors approved the modification of the options to acquire 40,000,000 shares of common stock of the Company granted on June 12, 2019 at $0.05 per share to extend the period of vesting from May 31, 2020 to December 31, 2020. None of these options have vested to date. On May 18, 2020, the Company granted one consultant the option to acquire 500,000 shares of common stock of the Company at a price of $0.035 per share until May 17, 2024. On May 20, 2020, the Company signed agreements with clinics of Centrus Health Kansas City to conduct a clinical pilot with four Centrus Health primary care clinics. The pilot is intended to demonstrate the clinical usefulness of the ALRT Diabetes Solution in improving diabetes patient outcomes while reducing the cost of care. On June 1, 2020, the Company granted one consultant the option to acquire 10,000,000 shares of common stock of the Company at a price of $0.035 per share until May 31, 2025 subject to the consultant contributing to the successful launch of the ALRT Diabetes Solution in Canada, including the enrolment of at least 20,000 patients. On June 5, 2020, the Company granted one sales agent the option to acquire 10,000,000 shares of common stock of the Company at a price of $0.035 per share until May 31, 2025 subject to the agent enrolling 20,000 patients into the ALRT Diabetes Solution by May 31, 2021. On June 30, 2020, the Company entered into an agreement with Bionime Corporation to market and sell the ALRT Diabetes Solution to diabetes patients of private physicians in Singapore. The ALRT offers a comprehensive approach to diabetes and includes Bionime s Rightest GM700SB blood glucose meter and test strips. Bionime's marketing team will call on the private physician practices in Singapore and the larger private practice groups. The doctors will provide an enrollment package that contains a Bionime blood glucose meter and all testing supplies. Refills of testing supplies will be picked up by patients at their doctor s office on a quarterly basis. Patients will be instructed to download the free ALRT App for mobile phones or tablets, compatible with Android and iOS devices and use Bluetooth to upload their blood glucose readings from their meters once per week. The cost of the ALRT Diabetes Solution offering will be less than the cost of test supplies available in pharmacy chains. Recent Financings On August 24, 2020, the Company completed a private placement whereby it sold 242,800 restricted shares of common stock at a price of $0.05 per share for total proceeds of $12,140. On September 21, 2020, the "Company entered into two shares for debt agreements (the "Agreements") to issue an aggregate of 240,000,000 restricted shares of common stock at a deemed price of $0.05 per share to retire $12,000,000 of outstanding debt as follows. Creditor Shares Issued Price per Share Outstanding Debt Retired Mr. Sidney Chan 150,000,000 $0.05 $7,500,000 Ms. Christine Kan 90,000,000 $0.05 $4,500,000 Total 240,000,000 $12,000,000 Each of the Agreements have a non-dilutive clause for any subsequent equity sales by the Company to issue its shares of common below $0.05 per share for a term of twelve months. LEGAL PROCEEDINGS As at the date of this Prospectus there are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the registrant or any of its subsidiaries is a party or of which any of their property is the subject. FINANCIAL STATEMENTS Our audited consolidated financial statements for the fiscal years ended December 31, 2019 and 2018, and our unaudited financial statements for the six months ended June 30, 2020, are included in this prospectus. Our financial statements are prepared in accordance with United States generally accepted accounting principles and are stated in United States Dollars (US$). The financial statements appear beginning on page F-1. ALR TECHNOLOGIES INC. Condensed Financial Statements June 30, 2020 and 2019 (unaudited) Index Page Condensed Consolidated Balance Sheets F-4 Condensed Consolidated Statements of Operations F-5 Condensed Consolidated Statements of Cash Flows F-6 Notes to Condensed Consolidated Financial Statements F-7 – F-22 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The Company s business is focused on enhancement of adherence to disease and health care management programs through monitoring, reminders and improved communications. The Company s primary business markets are the providers of health insurance and the providers of disease and case management services, including the home care industry. The largest potential for sustainable long-term growth and value generation lies with the market segments that have the most influence on the end-user and the most to gain from improved health care results. These market segments are the health insurance providers, and the medical clinics and physicians who provide the care for people with chronic disease. Our focus is on penetrating the full cycle of health care services, including medical clinics, hospitals and health plans with diabetics being the initial patient targets. Revenue The Company did not generate any revenue during fiscal 2019, 2018 or 2017, or during the six-month period ended June 30, 2020. For the past several years, the Company has been devoting its efforts to developing and commercializing its Diabetes Management System, a blood glucose management platform that combines patient monitoring, patient adherence, care team communications, automated patient management and insulin dosage suggestions. In October 2011, the Company announced that it had received FDA clearance to sell its Diabetes Management System in the United States. In 2012, the Company obtained HIPAA clearance for its Diabetes Management System. The Company since demonstrated that the average patient s A1C was reduced by 1.2% over six months in both a clinical trial and a pilot program. Subsequently, the Company developed and obtained FDA clearance for Insulin Dose Adjustment and developed and is patent pending for its proprietary Predictive A1C innovation. The Company is ready to launch the Diabetes Management System commercially and is seeking a suitable opportunity. Product Development During the 2019 fiscal year, the majority of the Company s product development efforts were expended to: Further development of its Diabetes Management System; Prepare for additional functionality to enhance care facilitation activity; Increase compatibility and usability of the Diabetes Management System; Initiate development of its Diabetes Management System for compatibility with continuous glucose monitoring technologies; Implement advances as a result of user feedback; and Other general advances of the Diabetes Management System. With the completion of the Diabetes Management System, the Company is currently focusing its efforts on the commercial launch plans of the product and conducting research activities for future attributes and applications for the Diabetes Management System. Product development and research costs were $1,625,075 in 2019, $408,640 in 2018, and $416,304 in 2017. Included in product development costs were stock-based compensation costs of $1,243,644 in 2019, $186,476 in 2018, and $66,800 in 2017. During the six-month ended June 30, 2020 product development and research costs were $217,761 including $18,804 in stock-based compensation. Operating Capital The Company has no revenues and has not generated any revenues since creating its Diabetes Management System. The Company is funding operations through the line of credit financing it has available. The majority of the Company s expenditures go towards product development, professional fees and administrative activities. The Company incurs significant amounts of interest expense from its debts outstanding and, from time to time, the grant of stock options in exchange for either 1) deferred payment, 2) agreements of note extensions, and 3) increased borrowing limits provided. All stock options granted related to the debts of the Company have been recorded at their fair value using the Black-Scholes option pricing model and are expensed over the agreed upon term of the debt instrument where applicable. Where the debt of the Company is a line of credit arrangement with no fixed terms of repayment, the stock option expense is fully recognized at the time of grant. There is no certainty of the timing or amount of cash flows from sales, and if sales do begin, there is no certainty that it will reach the level necessary to cover operating costs and costs to service the Company s debts. The Company has limited resources and is seeking to penetrate markets with indirect competition with much greater resources. The Company is seeking to displace generally accepted processes for diabetes management, which means it is directly entering into an unestablished market. Management is evaluating alternatives to penetrate both existing and new marketplaces in order to generate cash flows. Management believes the business plan of the Company will give it the best opportunity to achieve commercial feasibility, but due to the current acceptance levels of the Diabetes Management System, there is substantial uncertainty over the Company s ability to execute the plan, the level of success associated with the execution of its business plan or the actual timeline to execute the plan. If the actual timeline for the execution of the business plan is substantially longer than planned, it could jeopardize the Company s long-term success. For these reasons the Company is seeking additional financing. The Company has operating lines of credit with a borrowing limit of $12,300,000. As at December 31, 2019, the Company had borrowing available of approximately $543,000 on its line of credit. The Company does not have any other facilities readily available at this time and has continued to receive funding under the terms of the existing line of credit that has reached the borrowing limit from the Chief Executive Officer. Management will seek to acquire additional financing to allow the Company to become a commercially viable enterprise, whereby it can generate sufficient cash flow from the sales of its Diabetes Management System to support its cost of operations, overhead and repay its obligations. There is no certainty that the Company will ever be able to achieve the level of sales necessary to cover operating costs or achieve the level of sales before the borrowing limits on the lines of credit financing are reached. The Company will require additional financing in the future for which there is no guarantee it will receive. Furthermore, even if the Company is able to achieve sufficient cash flows to support operations, it will need to service its debt obligations, which as of December 31, 2019 were $31,100,000. On September 21, 2020, the Company entered into two shares for debt agreements (the "Agreements") to issue an aggregate of 240,000,000 restricted shares of common stock at a deemed price of $0.05 per share to retire $12,000,000 of outstanding debt as follows. Creditor Shares Issued Price per Share Outstanding Debt Retired Mr. Sidney Chan 150,000,000 $0.05 $7,500,000 Ms. Christine Kan 90,000,000 $0.05 $4,500,000 Total 240,000,000 $12,000,000 Each of the Agreements have a non-dilutive clause for any subsequent equity sales by the Company to issue its shares of common stock below $0.05 per share for a term of twelve months. The Agreements were approved by all the independent directors of the Company. The shares were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended. A total of approximately $13,500,000 remains owed to the Chairman and his spouse. Operating Issues The Company has expended significant efforts introducing the Diabetes Management System to specified retail chains, pharmaceutical manufacturers, contract research organizations, health management organizations, pharmacy benefits managers and certain clinics treating specific disease conditions. The Company has not had sales for several years. During the 2017, 2018 and 2019 fiscal years, the Company has devoted 100% of its efforts to developing the Diabetes Management System for commercial launch. Management plans for the Company to become a commercially viable enterprise through the sale of Diabetes Management subscriptions. If management is not successful in its plans, the Company may be required to raise additional funds from its existing and prospective shareholders or debtholders, which it may not be able to accomplish on satisfactory terms for the Company. Management Compensation During 2019, the Company s sole officer, Mr. Sidney Chan, earned $15,800 per month, which was recorded as an increase to the borrowings on the lines of credit provided by Mr. Chan to the Company. Mr. Chan s compensation was the same for the 2018 and 2017 fiscal years. Mr. Chan was granted the option to acquire 120,000,000 shares of common stock in connection with increasing the borrowing limit on the Company s line of credit by $1,800,000. The Company issues stock options as compensation from time to time. No directors of the Company earn service fees for their position as director of the Company. Those directors that hold a position as officer or consultant of the Company earn fees for those services provided. During 2019, the Company granted incentive options to its directors as follows: Mr. Ken Robulak was granted the option to acquire 6,650,000 shares of common stock of the Company at a price of $0.035 per share for five years; Dr. Alfonso Salas was granted the option to acquire 5,000,000 shares of common stock of the Company at a price of $0.035 per share for five years; and Mr. Ronald Cheng and Mr. Peter Stafford were each granted the option to acquire 4,500,000 shares of common stock of the Company at a price of $0.035 per share for a term of five years. The Company did not grant any incentive options to its directors during 2018. In 2017, we granted 2,350,000 stock options to Ken Robulak. The options are exercisable at a price of $0.015 per share for a five-year term ending November 27, 2022. Results of Operations Our results of operations for the six and three-month periods ended June 30, 2020 and 2019, respectively, and for the fiscal years ended December 31, 2019, 2018, and 2017, respectively, are described below. Six Months Ended June 30, 2020 Six Months Ended June 30 Amount (%) Amount ($) Increase / Increase / 2020 2019 (Decrease) (Decrease) Operating Expenses General, selling and administrative $254,000 987,000 (74) (733,000) Product development 218,000 1,218,000 (82) (1,000,000) Professional fees 467,000 437,000 7 30,000 Total Operating Expenses 939,000 2,642,000 (64) (1,703,000) Other Item Interest expense 1,045,000 2,083,000 (50) (1,038,000) Net Loss $(1,984,000) (4,725,000) (58) (2,741,000) The net loss for the Company s six-month period ended June 30, 2020 was significantly impacted by the grant of options to incentivize personnel as follows as compared to the same period on the previous year: Six Months Ended June 30, 2020 Six Months Ended June 30, 2019 Options Granted as Compensation 30,500,000 112,550,000 Options Modified as Compensation — 564,350,200 Compensation Expense Recognized from Option Grants and Modifications $411,000 $3,332,231 Value of Options Granted as Consideration $0.05 $0.04 Compensation expense from Options Granted or Options Modified as a percentage of Net Loss for the Period 21% 71% The net loss for the six months ended June 30, 2020 was 58% ($2,741,000) lower than the net loss at June 30, 2019 as a result of a reduction of option expense of $2,921,000 incurred during 2020 as compared to the same period in 2019. During the six months ended June 30, 2020 the Company recognized $411,000 of compensation expense related to the grant of options as compared the six months ended June 30, 2019 whereby the Company recognized $3,332,000 of compensation expense related to the grant and modification of options. The fair value from the grant and the modification of the options accounted for 107% of the reduction in net loss from the six months ended June 30, 2019 to June 30, 2020. Of the options granted to acquire 30,500,000 shares of common stock granted during the six months ended June 30, 2020, 20,000,000 with a fair value of approximately $1.117M did not vest and were not recorded during the period. General, selling and administrative expenses. General, selling and administrative costs consist of salaries and consulting fees of management personnel, stock-based compensation for options granted to management personnel, travel and trade show costs, rent of the Company s corporate office, website costs, information technology costs and general costs incurred through day-to-day operations. From the six-month period ended June 30, 2020 as compared to the six-month period ended June 30, 2019, there was a significant variance in the total expense incurred related primarily to the grant of stock options. During the six months ended June 30, 2020 the Company did not grant any options which vested to personnel classified under General, Selling and Administrative. During the six months ended June 30, 2019, the Company granted 20,650,000 options which vested immediately to personnel. By type of general and administrative cost, the variance can be seen as follows: Six Months Ended June 30, Six Months Ended June 30, Amount ($) Increase / (Decrease) 2020 2019 General, selling and administrative: Salaries and consulting fees $185,000 113,000 72,000 Stock-based compensation — 806,000 (806,000) Travel and trade shows 14,000 28,000 (14,000) Website and information technology 18,000 8,000 10,000 Public company costs 21,000 8,000 13,000 Other general and administrative costs 16,000 24,000 (8,000) Total $254,000 987,000 (733,000) During the six-month period ended June 30, 2020, aside from the grant of stock options, the Company s selling, general and administrative operating expenses increased by $73,000 as compared to the same period in 2019. The increase was substantially driven by increased amounts paid to consultants of the Company. Product development costs. Substantially all of the product development costs incurred related to a) services provided by contractors of the Company, b) expenses incurred for product development, and c) stock-based compensation for options granted to members of the product development team. The change in balance from the previous year is the result of decrease in compensation expense of $1,029,000 related to the grant of the options to acquire 26,900,000 shares of common stock to the Company s development team during the six months ended June 30, 2019. During the current year, the Company granted the option to acquire 500,000 shares of common stock to members of its technical team. Professional fees. Professional costs incurred consist of consulting and advisory fees of certain professionals retained, audit fees, legal fees, diabetes care facilitators and stock-based compensation for options granted to professionals. During the period, there was an increase in professional fees. By type of professional cost, the variance can be seen as follows: Six Months Ended June 30, 2020 Six Months Ended June 30, 2019 Amount ($) Increase / (Decrease) Professional fees: Professionals retained $58,000 35,000 23,000 Legal fees 17,000 9,000 8,000 Stock-based compensation 392,000 393,000 (1,000) Total $467,000 437,000 30,000 The increase in professional fees can be attributed to the Company retaining additional personnel during the current year and incurring increased legal fees related to patent filings. Interest expense. Interest expense was from the following sources for the six-month periods ended June 30, 2020 and 2019: Six Months Ended June 30, 2020 Six Months Ended June 30, 2019 Interest expense Interest expense incurred on stock options modified $— $1,085,000 Interest expense incurred on lines of credit 120,000 672,000 Interest expense incurred on promissory notes 264,000 264,000 Imputed interest on zero interest loans 61,000 61,000 Total $445,000 $2,082,000 Interest on Promissory Notes There were not any changes in the amount of promissory notes outstanding from June 30, 2019 to June 30, 2020. The interest incurred on promissory note was consistent during the three months ended June 30, 2020 and 2019. Interest on Lines of Credit The Company has two line of credit facilities that had balances as follows: Lines of Credit: June 30, 2020 June 30, 2019 Amount ($) Increase / (Decrease) Line of credit provided by Sidney Chan $10,201,000 $9,371,000 $830,000 Line of credit provided by Christine Kan 2,000,000 2,000,000 — Total $12,201,000 $11,371,000 $830,000 The Company incurred interest on the lines of credit as follows: Interest Expense on Lines of Credit: Six Months Ended June 30, 2020 Six Months Ended June 30, 2019 Amount ($) Increase / (Decrease) Interest expense incurred on line of credit from Sidney Chan during the year $599,000 $552,000 $47,000 Interest expense incurred on line of credit from Christine Kan during the year 120,000 120,000 — Total $719,000 $672,000 $47,000 Imputed Interest During the 2020 and 2019 periods, the Company had certain zero interest promissory notes and accounts payable in excess of one year. Pursuant to the Company s accounting policy, these zero interest amounts are considered to be financing items in nature and are assigned a deemed interest rate (1% per month). The interest incurred on these is expensed as imputed interest and instead of increasing the liabilities of the Company, it is allocated to equity under the financial statement line item "additional paid-in capital". The change from the prior period is related to the discussion included under Interest on Promissory Notes above. Three Months Ended June 30, 2020 Three Months Ended June 30 Amount (%) Amount ($) Increase / Increase / 2020 2019 (Decrease) (Decrease) Operating Expenses General, selling and administrative $131,000 642,000 (80) $(511,000) Product development 123,000 1,163,000 (89) (1,040,000) Professional fees 429,000 209,000 105 220,000 Total Operating Expenses 683,000 2,014,000 (66) 1,331,000 Other Item Interest expense 526,000 1,587,000 (67) 1,061,000 Net Loss $(1,209,000) (3,601,000) (66) $(2,392,000) The net loss for the three months ended June 30, 2020 decreased by 66% ($2,392,000) as compared to the same period in the prior year as a result of the grant of an option to acquire shares of common stock of the Company and modification of options previously issued for a total fair value of $2,868,045. The decrease in the fair value of the options granted in 2020 accounted for 103% of the decrease in net loss of the six months ended June 30, 2020 as compared to the six months ended June 30, 2019. Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Number of Options Granted or Modified 30,500,000 665,250,200 Value of Options Granted or Modified as Consideration $411,000 $2,868,000 Percentage of Net Loss 34% 80% Year ended December 31, 2019 compared to Year ended December 31, 2018 Amount ($) Percentage (%) Increase / Increase / 2019 2018 (Decrease) (Decrease) Operating Expenses Selling, general and administrative $1,596,000 $1,324,000 272,000 21 Product development 1,625,000 409,000 1,216,000 297 Professional fees 523,000 451,000 72,000 16 3,744,000 2,184,000 1,560,000 71 Other items Interest expense 5,261,000 1,939,000 3,322,000 171 Net Loss $(9,005,000) $(4,123,000) (4,882,000) 118 Year-ended December 31, 2018 compared to Year-ended December 31, 2017 Amount ($) Percentage (%) Increase / Increase / 2018 2017 (Decrease) (Decrease) Operating Expenses Selling, general and administrative $1,323,552 $405,556 917,996 226 Product development 408,640 416,304 (7,664) (2) Professional fees 451,064 244,430 206,634 85 2,183,256 1,066,290 1,116,966 105 Other items Interest expenses 1,938,877 1,861,971 76,906 4 Recovery of expense — (86,236) 86,236 100 Net Loss $(4,122,133) $(2,842,025) (1,280,108) 45 The net loss for the Company s years ended December 31, 2019, 2018 and 2017 was significantly impacted by the grant of options: Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Options Granted as Consideration 254,050,000 52,500,000 6,500,000 Value of Options Granted as Consideration $6,125,000 $1,581,000 $200,230 Percentage of Net Loss 68% 38% 7% The net loss for the year ended December 31, 2019 was 118% ($4,882,000) higher than the net loss at December 31, 2018 as a result of the grant of options with an incremental fair value of $4,544,000 during 2019 as compared to the prior year. The incremental fair value from the grant of the options in 2019 accounted for 93% of the total change in net loss as compared to 2018. Aside from the stock-based compensation included within operating expenses, the Company had an increase in operating loss of $260,000, which was primarily a result of increased fees for professionals, development personnel and management personnel. The net loss for the year ended December 31, 2018 was 45% ($1,280,108) higher than the net loss at December 31, 2017 as a result of the grant of options with an incremental fair value of $1,381,113 during 2018 as compared to the prior year. The incremental fair value from the grant of the options in 2018 accounted for 108% of the total change in net loss as compared to 2017. Aside from the stock-based compensation included with operating expenses, the Company had a reduction in operating loss of $264,147 which was primarily a result of shifting compensation for professionals, consultants and advisors from cash-based to incentive stock options. General and Administrative General and administrative costs incurred consist of salaries and consulting fees of management personnel, stock-based compensation for options granted to management personnel, travel and trade show costs, rent of the Company s corporate office, website development costs and general costs incurred through day-to-day operations. During the year ended December 31, 2019, the Company had a significant increase in the selling, general and administrative expenses, primarily driven by an increase in stock-based compensation. The components of general and administrative expense and the changes therein can be seen as follows: Amount ($) Increase / Selling, General and Administrative: 2019 2018 (Decrease) Management salaries and consulting fees $261,000 $241,000 20,000 Stock-based compensation 1,245,000 994,000 251,000 Travel and trade shows 41,000 43,000 (2,000) Rent of corporate office 1,000 1,000 — Website and information technology 18,000 15,000 3,000 Other general and administrative costs 30,000 30,000 — Total $1,596,000 $1,324,000 272,000 The increase in stock-based compensation accounted for 92% of the increase of general and administrative expenses in fiscal 2019 as compared to fiscal 2018. During fiscal 2019, the Company granted 31 directors, consultants, sales agents and advisors the option to purchase 134,050,000 shares of common stock in exchange for their services, of which 73,050,000 vested during the year. Aside from the change of general and administrative expenses related to stock-based compensation, which is non-cash-based, general and administrative costs incurred during 2019 increased by $21,000 during the 2018 fiscal year. During the year ended December 31, 2018, the Company had a significant increase in the selling, general and administrative expenses, primarily driven by an increase in stock-based compensation. The components of general and administrative expense and the changes therein are as follows: Amount ($) Increase / 2018 2017 (Decrease) Selling, general and administrative: Management salaries and consulting fees $241,000 $226,000 15,000 Stock-based compensation 994,000 81,000 913,000 Travel and tradeshows 43,000 46,000 (3,000) Rent of corporate office 1,000 9,000 (8,000) Website and information technology 15,000 20,000 (5,000) Other general and administrative costs 30,000 24,000 6,000 Total $1,324,000 $406,000 918,000 The increase in stock-based compensation accounted for 99% of the increase of general and administrative expenses in fiscal 2018 as compared to fiscal 2017. During fiscal 2018 the Company granted 11 consultants and advisors the option to purchase 52,500,000 shares of common stock in exchange for their services. Product Development Product development costs consists of a) services provided by contractors of the Company, b) expenses incurred for product development, and c) stock-based compensation for options granted to members of the product development team. Product development costs of the Company in 2019 were consistent with 2018 and 2017 with changes of the components as follows: Amount ($) Increase / Product Development: 2019 2018 (Decrease) Personnel consulting fees $367,000 $212,000 155,000 Stock-based compensation 1,244,000 186,000 1,058,000 Purchases and other amounts 14,000 11,000 3,000 Total $1,625,000 $409,000 1,216,000 Amount ($) Increase / 2018 2017 (Decrease) Product development: Personnel consulting fees $212,000 $330,000 (118,000) Stock-based compensation 186,000 67,000 119,000 Purchases and other amounts 11,000 19,000 8,000 Total $409,000 $416,000 (7,000) For the 2019 fiscal year, the Company was anticipating similar or slightly reduced product development expenses as compared to 2018 and 2017, before any changes from stock-based compensation expense. Development costs excluding stock-based compensation increased by $158,000 during the 2019 fiscal year as compared to the 2018 fiscal year. The Company had an increase in development consulting fees incurred as compared to the prior year as a result of increased services provided by certain consultants during the year. For the 2018 fiscal year, the Company was anticipating similar or slightly reduced product development expenses as compared to 2017, before any changes from stock-based compensation expense. The Company had a significant reduction in development consulting fees incurred as compared to the prior year as a result of reduced external consultants retained for quality control assessments and a reduction in its development team. Interest Expense Interest expense was from the following sources for the six-month periods ended June 30, 2020 and 2019: Six Months Ended June 30, 2020 Six Months Ended June 30, 2019 Interest expense Interest expense incurred on stock options modified — 1,085,000 Interest expense incurred on lines of credit 120,000 672,000 Interest expense incurred on promissory notes 264,000 264,000 Imputed interest on zero interest loans 61,000 61,000 Total 445,000 2,082,000 Interest on Promissory Notes There were not any changes in the amount of promissory notes outstanding from June 30, 2019 to June 30, 2020. The interest incurred on promissory note was consistent during the three months ended June 30, 2020 and 2019. Interest on Lines of Credit The Company has two line of credit facilities that had balances as follows: Lines of Credit: June 30, 2020 June 30, 2019 Amount ($) Increase / (Decrease) Line of credit provided by Sidney Chan 10,201,000 9,371,000 830,000 Line of credit provided by Christine Kan 2,000,000 2,000,000 — Total 12,201,000 11,371,000 830,000 The Company incurred interest on the lines of credit as follows: Interest Expense on Lines of Credit: Six Months Ended June 30, 2020 Six Months Ended June 30, 2019 Amount ($) Increase / (Decrease) Interest expense incurred on line of credit from Sidney Chan 599,000 552,000 47,000 Interest expense incurred on line of credit from Christine Kan 120,000 120,000 — Total 719,000 672,000 47,000 Imputed Interest During the 2020 and 2019 periods, the Company had certain zero interest promissory notes and accounts payable in excess of one year. Pursuant to the Company s accounting policy, these zero interest amounts are considered to be financing items in nature and are assigned a deemed interest rate (1% per month). The interest incurred on these is expensed as imputed interest and instead of increasing the liabilities of the Company, it is allocated to equity under the financial statement line item "additional paid-in capital". The change from the prior period is related to the discussion included under Interest on Promissory Notes above. During the year ended December 31, 2019, the Company incurred an increase in interest expense as compared to the prior year as a result of a higher interest-bearing debt load as compared to the prior year. Interest expense was incurred from the following sources for the years ended December 31, 2019 and 2018: Interest Expense: 2019 2018 Amount ($) Increase / (Decrease) Interest expense incurred on promissory notes $529,000 $529,000 — Interest expense incurred on lines of credit 1,366,000 1,288,000 78,000 Imputed interest on zero interest loans 122,000 122,000 — Stock options granted for promissory notes 3,244,000 — 3,244,000 Total $5,261,000 $1,939,000 3,322,000 During the year ended December 31, 2018, the Company incurred an increase in interest expense as compared to the prior year as a result of a higher interest bearing debt load as compared to the prior year. Interest expense was incurred from the following sources for years ended December 31, 2018 and 2017: Interest Expense 2018 2017 Amount ($) Increase / (Decrease) Interest expense incurred on promissory notes $529,000 $677,000 $(148,000) Interest expense incurred on lines of credit 1,288,000 1,202,000 86,000 Imputed interest on zero interest loans 122,000 155,000 (33,000) Stock options granted for promissory notes — — — Other — (172,000) 172,000 Total $1,939,000 $1,862,000 $77,000 Interest on Promissory Notes There were no repayments, issuances or changes to balances in any of the promissory notes from December 31, 2018 to December 31, 2019. There were no repayments, issuances or changes, in any of the promissory notes from December 31, 2017 to December 31, 2018. As a December 31, 2017 there was one note that had no stated terms of interest which the Company determined it was more appropriate to record accrued interest of 8% as opposed to imputed interest of 12%. As a result the Company transferred accrued interest of $172,470 from imputed interest to accrued interest related to this promissory note. The difference of 4% totaling $86,000 was recorded as a recovery of expense during the 2017 fiscal year. As a result of this transfer both interest expense and imputed interest were Interest on Lines of Credit The Company has two line of credit facilities with balances as follows as at December 31, 2019 and 2018: As at Dec 31 As at Dec 31 Amount ($) Lines of Credit: 2019 2018 Increase Line of credit provided by Sidney Chan $9,757,000 $9,024,000 733,000 Line of credit provided by Christine Kan 2,000,000 2,000,000 — Total $11,757,000 $11,024,000 733,000 The Company incurred interest expense on the lines of credit as follows as at December 31, 2019 and 2018: Year Ended Dec 31 Year Ended Dec 31 Amount ($) Interest Expense on Line of Credit: 2019 2018 Increase Interest expense incurred on line of credit from Sidney Chan during the year $1,126,000 $1,048,000 78,000 Interest expense incurred on line of credit from Christine Kan during the year 240,000 240,000 — Total $1,366,000 $1,288,000 78,000 Interest on Lines of Credit The Company has two line of credit facilities with balances as follows: Lines of Credit: As at Dec 31 2018 As at Dec 31 2017 Amount ($) Increase / (Decrease) Line of Credit provided by Sidney Chan $9,024,000 $8,398,000 $626,000 Line of Credit provided by Christine Kan 2,000,000 2,000,000 — Total $11,024,000 $10,398,000 $626,000 The Company incurred interest expense on the lines of credit as follows: Interest Expense on Line of Credit: Year Ended 2018 Year Ended 2017 Amount ($) Increase / (Decrease) Interest expense incurred on line of credit from Sidney Chan during the year $1,048,000 $962,000 $86,000 Interest expense incurred on line of credit from Christine Kan during the year 240,000 240,000 — Total $1,288,000 $1,202,000 $86,000 During the 2019 fiscal year, the Company borrowed an additional $733,000 from its line of credit facilities (interest rates of 1% per month on the borrowed balance). In addition to incurring interest for a full year on the amounts borrowed to the end of the 2018 fiscal year, this borrowing during 2019 resulted in significantly higher interest incurred on the lines of credit for the year ended December 31, 2019. During 2019, the Company anticipated financing its operations through line of credit borrowing facilities, which, as a result, its interest expense related to the line of credit facilities further increased. During the 2018 fiscal year, the Company had borrowed an additional $626,000 from its line of credit facilities (interest rates of 1% per month on the borrowed balance). In addition to incurring interest for a full year on the amounts borrowed during the 2017 fiscal year, this borrowing during 2018 resulted in significantly higher interest incurred on the lines of credit for the year ended. During 2019, the Company is anticipating financing its operations through line of credit borrowing facilities, which as a result, its interest expense related to the line of credit facilities further increased. Imputed Interest During the 2019 and 2018 fiscal years, the Company had certain zero interest promissory notes and accounts payable in excess of one year. Pursuant to the Company s accounting policy, these zero interest amounts are considered to be financing items in nature and are assigned a deemed interest rate (1% per month). The interest incurred on these is expensed as imputed interest; instead of increasing the liabilities of the Company, imputed interest expense is allocated to equity under the financial statement line item additional paid-in capital. The Company s zero interest instruments were as follows as at December 31, 2019 and 2018: Zero Interest Instruments: 2019 2018 Amount ($) Decrease Accounts payable (older than one year) $760,000 $760,000 — Promissory notes to unrelated parties 271,000 271,000 — Total $1,031,000 $1,031,000 — The Company incurred imputed interest as follows: Imputed Interest Expense: 2019 2018 Amount ($) Increase / (Decrease) Accounts payable (older than one year) $90,000 $90,000 — Promissory notes to unrelated parties 32,000 32,000 — Total $122,000 $122,000 — During the 2018 and 2017 fiscal years, the Company had certain zero interest promissory notes and accounts payable in excess of one year. Pursuant to the Company s accounting policy, these zero interest amounts are considered to be financing items in nature and are assigned a deemed interest rate (1% per month). The interest incurred on these is expensed as imputed interest; instead of increasing the liabilities of the Company, imputed interest expense is allocated to equity under the financial statement line item "additional paid-in capital". The Company s zero interest instruments were as follows as at December 31, 2018 and 2017: Zero Interest Instruments: 2018 2017 Amount ($) Increase / (Decrease) Accounts payable (older than one year) $760,000 $727,000 33,000 Promissory notes to unrelated parties 271,000 571,000 (300,000) Total $1,031,000 $1,298,000 (267,000) The Company incurred imputed interest as follows: Imputed Interest Expense: 2018 2017 Amount ($) Increase / (Decrease) Accounts payable (older than one year) $90,000 $87,000 3,000 Promissory notes to unrelated parties 32,000 68,000 (36,000) Total $122,000 $155,000 (33,000) Moving forward, we anticipate the expense to be consistent with the current year until such time as the Company has sufficient funds available to repay these old accounts payable and zero interest promissory notes. Professional Fees Professional fees expense consists of consulting and advisory fees of certain professionals retained, audit fees, legal fees and stock-based compensation for options granted to professionals. By component of professional fees, the variance can be seen as follows: Six Months Ended June 30, 2020 Six Months Ended June 30, 2019 Amount ($) Increase / (Decrease) Professional fees: Professionals retained $58,000 $35,000 23,000 Legal fees 17,000 9,000 8,000 Stock-based compensation 392,000 393,000 (1,000) Total $467,000 $437,000 30,000 The increase in professional fees can be attributed to the Company retaining additional personnel during the current year and incurring increased legal fees related to patent filings. Amount ($) Increase / Professional Fees: 2019 2018 (Decrease) Legal fees $35,000 $7,000 38,000 Professional advisors retained 53,000 25,000 28,000 Corporate auditor 43,000 18,000 25,000 Stock-based compensation 392,000 401,000 (9,000) Total $523,000 $451,000 82,000 The increase in professional fees for the 2019 fiscal year as compared to the prior year can be attributed to the Company granting stock-based compensation to its service providers as opposed to cash-based compensation. The Company increased its cash-based professional fees by $80,000 from the prior year as a result of increased business activity in the current year, filing of patent applications and increased corporate legal costs. We had anticipated cash-based professional fees to increase for the 2019 fiscal year as compared to the 2018 fiscal year, as in the prior year we benefited from the timing of certain professional engagements, which had limited expense in the 2018 fiscal year. For 2020, we expect the cash-based professional fees to be consistent with the 2019 fiscal year; however, this could vary significantly if business milestones are reached. Amount ($) Increase / Professional Fees: 2018 2017 (Decrease) Legal fees $7,000 $38,000 (31,000) Professional advisors retained 25,000 94,000 (69,000) Corporate auditor 18,000 60,000 (42,000) Stock-based compensation 401,000 52,000 349,000 Total $451,000 $244,000 207,000 The increase in professional fees for the 2018 fiscal year as compared to prior year can be attributed to the Company granting stock-based compensation to its service providers as opposed to cash based compensation. The Company reduced its cash based professional fees by $142,000 from the prior year as a result of reduced professionals retained, reduced legal costs incurred and reduced audit requirements since the Company was previously deficient with its reporting status. We had anticipated cash based professional fees to decrease for the 2018 fiscal year as compared to the 2017 fiscal year as its audit fees would be significantly lower due to 2017 expenses representing multiple years of engagements. For 2019 we expect the cash based professional fees to increase since it benefited from timing differences in 2018 which reduced the total professional fees incurred. The Company has granted significant stock options with vesting terms which could vest during the 2019 fiscal year based on sales milestones generated. If these options were to vest, the stock-based compensation could be significant. Liquidity and Capital Resources Cash Balances The Company s nominal current assets as at June 30, 2020, December 31, 2019, December 31, 2018 and December 31, 2017 consists of cash. The Company s cash balance was $712 at June 30, 2020, $1,838 at December 31, 2019, $3,378 at December 31, 2018 and $3,111 at December 31, 2017. Short- and Long-Term Liquidity Working Capital As at June 30, 2020 As at December 31, 2019 Amount ($) Increase / (Decrease) Percentage (%) Increase / (Decrease) Current Assets $1,000 $2,000 (1,000) (50) Current Liabilities $32,521,000 $31,090,000 1,431,000 5 Working Capital Deficiency $(32,520,000) $(31,088,000) (1,432,000) (5) Working Capital As At December 31, 2019 As At December 31, 2018 Amount ($) Increase / (Decrease) Percentage (%) Increase / (Decrease) Current Assets $2,000 $3,000 (1,000) (33) Current Liabilities 31,090,000 28,398,000 2,692,000 9 Working Deficiency $(31,088,000) $(28,395,000) (2,693,000) (9) Working Capital As At December 31, 2018 As At December 31, 2017 Amount ($) Increase / (Decrease) Percentage (%) Increase / (Decrease) Current Assets $3,000 $3,000 — — Current Liabilities 28,398,000 25,979,000 2,419,000 9 Working Deficiency $(28,395,000) $(25,976,000) (2,419,000) (9) The Company has a severe working capital deficiency. It does not have the ability to service its current liabilities for the next twelve months and is reliant on its line of credit facilities to meet its ongoing operations. The Company has $543,000 remaining to borrow on its line of credit facility and will require additional funding for the 2020 fiscal year based on its operating requirements. Until the Company has revenue-producing activities that exceed its operating requirements, it will be unable to service its current liabilities and the working capital deficit will continue to increase. As of the date of this management discussion and analysis, the Company has not commenced revenue-generating activities, nor does it know when they will commence. There is substantial doubt about the Company s ability to repay its current liabilities in the near term or any time in the future, which could ultimately lead to business failure. Current Liabilities The Company has current liabilities of $32,521,000 as at June 30, 2020 as compared to $31,090,000 as at December 31, 2019, $28,398,000 as at December 31, 2018, and $25,979,000 as at December 31, 2017. Current liabilities for the relevant periods of comparison were as follows: June 30, 2020 December 31, 2019 Change $ Change % Accounts payable and accrued liabilities $1,132,000 1,128,000 4,000 0 Promissory notes payable to related parties 3,032,000 3,032,000 — — Promissory notes payable to unrelated parties 2,254,000 2,254,000 — — Interest payable 5,629,000 5,365,000 264,000 5 Lines of credit to related parties 20,474,000 19,311,000 1,163,000 6 Total current liabilities $32,521,000 31,090,000 1,431,000 5 The increase in interest payable of $264,000 relates to accrued interest incurred on promissory notes at their stated rates of interest. All of the promissory notes and related interest payable are overdue. The fluctuations in accounts payable occurred as part of operations. The increase in the lines of credit payable of approximately $1,163,000 is attributable to borrowings of: $443,000 to fund operations, product development activities, overhead, administrative requirements and business development activities; and $720,000 of accrued interest incurred on the principal of the borrowed amounts. December 31, 2019 December 31, 2018 Change ($) Change (%) Accounts payable and accrued liabilities $1,128,000 $1,014,000 114,000 10 Interest payable 5,365,000 4,836,000 529,000 10 Lines of credit 19,311,000 17,262,000 2,049,000 11 Promissory notes to related parties 3,032,000 2,892,000 140,000 5 Promissory notes to arm s length parties 2,254,000 2,394,000 (140,000) (6) Total current liabilities $31,090,000 $28,398,000 2,701,000 9 December 31, 2018 December 31, 2017 Change ($) Change (%) Accounts payable and accrued liabilities $1,014,000 $1,038,000 (24,000) (2) Interest payable 4,836,000 4,307,000 529,000 12 Lines of credit 17,262,000 15,348,000 1,914,000 12 Promissory notes to related parties 2,892,000 2,892,000 — — Promissory notes to arm s length parties 2,394,000 2,394,000 — — Total current liabilities $28,398,000 $25,979,000 2,419,000 9 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consists of the trade payables and accrued liabilities of the Company. As at December 31, 2019 accounts payable totaling approximately $760,000 and accrued liabilities totaling $181,000 were older than one year old with the majority of these being more than ten years old. As at December 31, 2018 amounts totaling approximately $930,000 were older than one year old with the majority of this amount being more than ten years old. Interest Payable Interest payable relates to the unpaid interest expense incurred on the promissory notes to related parties and promissory notes to arm s length parties. The change from December 31, 2019 to December 31, 2018 are equal to the interest expense incurred on both categories of promissory notes during the 2019 fiscal year. The change from December 31, 2018 to December 31, 2017 is equal to the interest expense incurred on both categories of promissory notes during the 2018 fiscal year. Promissory Notes to Related Parties and Promissory Notes Payable to Arm s Length Parties The Company has promissory notes with 20 individuals or corporations that relate to historical amounts borrowed. There has been no new activity for several years. All of these promissory notes are past due and continue to accrue interest at their respective legal rates of interest (mostly 1% per month). The change in fiscal 2019 relates to the assignment of an amount of $140,000 from an arm s length creditor to a related party creditor. Lines of Credit As of June 30, 2020, the Company had two lines of credit as follows: Creditor Interest Rate Borrowing Limit Repayment Terms Amount Outstanding Accrued Interest Total Security Purpose Chairman and CEO 1% per Month $10,300,000 Due on Demand $10,200,673 $6,175,119 $16,375,792 General Security over Assets General Corporate Requirements Wife of Chairman 1% per Month 2,000,000 Due on Demand 2,000,000 2,096,318 4,096,318 General Security over Assets General Corporate Requirements Total $12,300,000 $12,200,673 $8,271,437 $20,472,110 As of June 30, 2020, the Company has borrowed total principal of $12,201,000. As of December 31, 2019, the Company has borrowed total principal of $11,757,000 (2018 - $11,024,000; 2017 - $10,398,000). During the six months ended June 30, 2020, the Company incurred interest expense of $719,000 (June 30, 2019 - $672,000). During the year ended December 31, 2019, the Company incurred interest expense of $1,366,000 (2018 - $1,288,000; 2017 - $1,202,000). Line of Credit from Ms. Christine Kan The Company obtained a line of credit of US$1,000,000 from Ms. Christine Kan (the spouse of the Chairman of the Board and Chief Executive Officer of the Company) in March 2010 (the terms of which were finalized in May 2010). The loan was unsecured with interest payable on funds borrowed at 1% per month. These proceeds were to be put towards working capital and the continued development of the Company s product line. On January 3, 2011, the creditor granted the Company an increase in the borrowing limit from $1,000,000 to $2,000,000. As of December 31, 2019, the Company has borrowed $2,000,000 (2018 - $2,000,000; 2017 - $2,000,000) and has accrued interest outstanding of $1,976,000 (2018 - $1,736,000; 2017 - $1,496,000). During the 2019 fiscal year, the Company borrowed $nil (2018 - $nil; 2017 - $nil) an incurred interest of $240,000 (2018 - $240,000; 2017 - $240,000). Line of Credit from Mr. Sidney Chan On March 6, 2011, the Company obtained a $2,500,000 line of credit from Mr. Sidney Chan (the Chairman of the Board and Chief Executive Officer of the Company). Under the terms of the arrangement, the amount borrowed by the Company bears simple interest at a rate of 1% per month. The amount borrowed is secured by a general security agreement over the assets of the Company and is due on demand. Originally, the line of credit was for a comprehensive marketing program, but subsequently was amended to be for general corporate purposes. On April 1, 2014, Mr. Chan and the Company executed an amending agreement whereby Mr. Chan increased the borrowing limit of the line of credit he has provided to the Company from $4,000,000 to $5,500,000. On May 29, 2015, the borrowing limit was further increased to $7,000,000. On July 1, 2016, the borrowing limit was further increased to $8,500,000 and on December 11, 2019, increased further to $10,300,000. As of December 31, 2019, the Company has borrowed $9,757,000 (2018 - $9,024,000; 2017 - $8,398,000) and has accrued interest outstanding of $5,577,000 (2018 - $4,501,000; 2017 - $3,453,000). During 2019, the Company borrowed $733,000 (2018 - $626,000; 2017 - $770,000) and incurred interest of $1,126,000 (2018 - $1,048,000; 2017 - $962,000). During fiscal 2019, $50,000 of accrued interest was applied as settlement for the conversion of options to shares. In the prior year, the Company had exceeded the borrowing limit on this line of credit, but had continued to receive funding under the same terms. Short- and Long-Term Liquidity As of June 30, 2020, the Company does not have the current financial resources and committed financing to enable it to meet its administrative overhead, product development budgeted costs and debt obligations over the next 12 months. The Company has incurred significant operating losses over the past several fiscal years (2019 - $9,005,537; 2018 - $4,122,133; 2017 - $2,842,025), is currently unable to self-finance its operations, has a working capital deficit of 32,520,224 as at June 30, 2020 and $31,088,266 as at December 31, 2019 (2018 - $28,394,986; 2017 - $25,979,490), an accumulated deficit of $89,639,087 as at June 30, 2020, and $87,655,745 as at December 31, 2019 (2018 - $78,650,208; 2017 - $74,528,075), limited resources, no source of operating cash flow, no assurances that sufficient funding will be available to conduct further product development and operations, and no assurance the Company s current projects will be commercially viable or profitable. All of the Company s debt financing is past due or due on demand. The Company will seek to replace this financing with funds generated by operations, replacement debt, or from equity financings through private placements or the exercise of options. While certain of the Company s creditors have agreed not to demand immediate payment. There is no assurance that they will continue to do so in the future. As the Company is past due or in default on its promissory notes payable and accrued interest payable, there is substantial risk of future legal action against the Company. The Company has faced consent judgments and demand notices against it for overdue promissory notes. Failure to obtain either replacement financing or creditor consent to delay the repayment of existing financing could result in the Company having to cease operations. Tabular Disclosure of Contractual Obligations as at June 30, 2020: Payments due by period Less than 1-3 3-5 More Than Total 1 year years years 5 Years Accounts payable and accrued liabilities $1,132,000 $1,132,000 $— $— $— Promissory notes to related parties 3,032,000 3,032,000 — — — Promissory notes to arm s length parties 2,254,000 2,254,000 — — — Interest payable 5,629,000 5,629,000 — — — Lines of credit from related parties 20,474,000 20,474,000 — — — $32,521,000 $32,521,000 $— $— $— Cash Flows Six Months Ended Six Months Ended June 30, 2020 June 30, 2019 Cash Flows used in Operating Activities $(443,000) $(346,000) Cash Flows provided by Financing Activities 442,000 347,000 Net change in Cash During Period $(1,000) $1,000 Cash Flows Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Cash Flows used in Operating Activities $(735,000) $(626,000) (770,000) Cash Flows provided by Financing Activities 733,000 626,000 770,000 Net decrease in Cash During Period $(2,000) $— — Cash Used in Operating Activities Cash used by the Company in operating activities during the six months ended June 30, 2020 was $443,000 in comparison with $346,000 used during the same period last year. The Company s expenditures from operations were used as follows (approximate amounts): Six Months Ended June 30, 2020 Six Months Ended June 30, 2019 Product development consulting and expenses $139,000 $117,000 Management and employees compensation 185,000 113,000 Professional fees and related accounts payable 56,000 66,000 Travel and trade shows 13,000 28,000 Other 50,000 22,000 Cash used in Operations $443,000 $346,000 The majority of the expenditures were to fund product development costs, pay professional fees, and selling and administration costs associated with operating the business. Cash used by the Company in operating activities during the year ended December 31, 2019 totaled $735,000 as compared to $626,000 for year ended December 31, 2018 and $770,000 for year ended December 31, 2017. The Company s cash used in operating activities can be reconciled from net loss as follows: Cash Used in Operating Activities Reconciliation 2019 2018 2017 Net loss $(9,005,000) $(4,122,000) $(2,842,000) Stock-based compensation incurred for interest, product development, professional fees and management personnel 6,125,000 1,581,000 200,000 Non-cash imputed interest expense 122,000 122,000 155,000 Recovery of expense — — (86,000) Increase in prepaid expenses from realization of prepaid expenses — — 1,000 Net purchases (net repayments) with balances owing in accounts payable and accrued liabilities 128,000 (24,000) 95,000 Accrued interest on lines of credit 1,366,000 1,288,000 1,202,000 Accrued interest from promissory notes 529,000 529,000 505,000 Cash used in operating activities $(735,000) $(626,000) $(770,000) Cash Proceeds from Financing Activities Cash sourced by the Company from financing activities during the six-month period ended June 30, 2020 was $442,000 in comparison with $347,000 sourced during the same period last year. The funds sourced from lines of credit provided by Chairman of the Board and a relative of the Chairman of the Board. The loans received in 2020 and 2019 covered the operating, product development and market development requirements for the Company to repay certain accounts payable. During the year ended December 31, 2019, the Company borrowed $733,000 (2018 - $626,000; 2017 - $770,000) on its operating line of credit from the Chairman of the Company. The amounts borrowed during 2018 and 2019 were in excess of the borrowing limit of the line of credit. Off-Balance Sheet Arrangements There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. Critical Accounting Policies The preparation of our financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the accounting policies that are most critical to its financial condition and results of operations and involve management s judgment and/or evaluations of inherent uncertain factors are as follows: Options and warrants issued in consideration for debt. The Company allocates the proceeds received from long-term debt between the liability and the options and warrants issued in consideration for the debt, based on their relative fair values, at the time of issuance. The amount allocated to the options or warrants is recorded as additional paid-in capital and as a discount to the related debt. The discount is amortized to interest expense on a yield basis over the term of the related debt. Stock-based compensation. The Company follows Statement of Financial Accounting Standards No. 123R, Share-Based Payment ("SFAS 123R"). SFAS 123R requires companies to estimate the fair value of share-based payment awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company s financial statements. Stock-based compensation recognized during the period is based on the value of the portion of the stock-based payment awards that are ultimately expected to vest during the period. The Company estimates the fair value of the stock options using the Black-Scholes option pricing model, consistent with the provisions of SFAS 123R. The Black-Scholes valuation model requires the input of highly subjective assumptions, including the option s expected life and the price volatility of the underlying stock. The expected stock price volatility assumption was determined using historical volatility of the Company s common stock. Recent Accounting Pronouncements Adopted In July 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivative and Hedging (Topic 815). The amendments in Part I of this update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down-round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down-round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down-round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share ("EPS") in accordance with Topic 260 to recognize the effect of the down-round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down-round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt-Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Accounting Standards Codification, to a scope exception. Those amendments do not have an accounting effect. ASU 2017-11 is effective for fiscal years and interim periods beginning after December 15, 2018, which is effective for the Company for the quarter ended December 31, 2019. Early adoption is permitted. The Company is assessing the impact, if any, of implementing this guidance on its financial position, results of operations and liquidity. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Topic 842 is effective for public companies for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years. The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability, measured on a discounted basis, on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. Originally, entities were required to adopt ASU 2016-02 using a modified retrospective approach, which required prior periods to be presented under this new standard with certain practical expedients available. However, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which allows entities the option of recognizing the cumulative effect of applying the new standard as an adjustment to the opening balance of retained earnings in the year of adoption while continuing to present all prior periods under previous lease accounting guidance. The Company adopted Topic 842 as of January 1, 2019 which did not result in any impact on the Company s financial statements. Issued The Company has implemented all new accounting pronouncements that are in effect and may impact its financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or statement of operations. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information relating to the beneficial ownership of our common stock by each of our directors, officers and key employees, individually and as a group, and by person, entity or group known to the Company to be the beneficial owner of more than five percent (5%) of the outstanding shares of our common stock based on a review of publicly available statements of beneficial ownership filed with the SEC and Company records. The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholder listed below has direct ownership of his/her shares and possesses sole voting and dispositive power with respect to the shares. Percentage ownership is based on 511,020,709 shares of our common stock being issued and outstanding as of October 30, 2020 on a non-diluted basis. Name of Beneficial Owner Direct Amount of Beneficial Owner Position Percent of Class Sidney Chan 383,498,482 [1][2] Chairman, Chief Executive Officer, Chief Financial Officer and member of the Board of Directors 75.05% Dr. Alfonso Salas 1,577,738 [3] Member of the Board of Directors [7] Kenneth Robulak 1,190,000 [4] Member of the Board of Directors [7] Peter Stafford 500,000 [5] Member of the Board of Directors [7] Ronald Cheng 1,205,800 [6] Member of the Board of Directors [7] All Officers and Directors as a group (5 people) 387,952,020 75.92% [1] 189,845,000 shares are held in the name of Sidney Chan, 500,000 shares are held in the name of KRS Retraction Limited, and, 193,153,482 shares are owned by Christine Kan, Mr. Chan s wife. [2] Mr. Chan and his wife also hold the option to acquire 5,045,001,500 shares of common stock of the Company. [3] Dr. Salas also holds the option to acquire 5,000,000 shares of common stock of the Company. [4] Mr. Robulak also holds the option to acquire 10,000,000 shares of common stock of the Company. [5] Mr. Stafford also holds the option to acquire 5,000,000 shares of common stock of the Company. [6] Mr. Cheng also holds the option to acquire 5,000,000 shares of common stock of the Company. [7] Less than 1% DESCRIPTION OF CAPITAL STOCK The following summary description sets forth some of the general terms and provisions of our common stock. Because this is a summary description, it does not contain all of the information that may be important to you. For a more detailed description of our common stock, you should refer to the applicable provisions of the NRSNevada Revised Statutes (the "NRS") and our charter and bylaws as in effect at the time of any offering. Copies of our Articles of Incorporation, as amended, and our Bylaws, as amended are included as exhibits to the registration statement of which this prospectus forms a part. General Under our charter, we are authorized to issue10,000,000,000 shares of our common stock, par value $0.001 per share, and 500,000,000 shares of preferred stock, par value $0.001 par value per share. As of October 30, 2020, there were 511,020,709 shares of our common stock issued and outstanding and no shares of our preferred stock issued and outstanding. Also as of October 30, 2020, there were stock options outstanding to acquire 5,362,701,500 shares of common stock. Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation. Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock. Preferred Stock To the fullest extent permitted by the laws of the State of Nevada (currently set forth in Nevada Revised Statutes (NRS) 78.195 and 78.1955), as may be amended from time to time, our Board of Directors may create sub-classes or series of our preferred shares, and may fix and determine the designations, rights, preferences, or other variations attached to those preferred shares. We may issue preferred shares for such consideration as may be fixed by our Board of Directors. Dividend Policy We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Share Purchase Warrants and Options As of the date of this Prospectus, there were stock options outstanding to acquire 5,362,701,500 shares of common stock, and no outstanding warrants to purchase shares of our common stock. Convertible Securities We have not issued any other securities convertible into shares of our common stock or granted any rights convertible or exchangeable into shares of our common stock. Anti-Takeover Provisions of Nevada Law and Our Governing Documents Nevada Law We are subject to Section NRS78.411 of the NRS ("Section 78.411"). Section 78.411 generally provides that a Nevada corporation which has not "opted out" of coverage by this section in the prescribed manner may not engage in any "combination" with an "interested stockholder" for a period of two years following the date that the stockholder became an "interested stockholder" unless prior to that time the Board of Directors of the corporation approved either the "combination" or the transaction which resulted in the stockholder becoming an "interested stockholder." In general, Section 78.411 prohibits a publicly held Nevada corporation from engaging in "business combination" transactions with any "interested stockholder" for a period of two years following the time that the stockholder became an interested stockholder, unless: prior to the time the stockholder became an interested stockholder, either the applicable business combination or the transaction which resulted in the stockholder becoming an interested stockholder is approved by the corporation s board of directors; at or subsequent to the time that the stockholder became an interested stockholder, the business combination is approved by the corporation s board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 60% of the outstanding voting stock which is not owned by the interested stockholder. A "business combination" is defined to include, in general and subject to exceptions, a merger of the corporation with the interested stockholder; a sale of 5% or more of the market value of the corporation s consolidated assets to the interested stockholder; certain transactions that result in the issuance of the corporation s stock to the interested stockholder; a transaction that has the effect of increasing the proportionate share of the corporation s stock owned by the interested stockholder; and any receipt by the interested stockholder of loans, guarantees or other financial benefits provided by the corporation. An "interested stockholder" is defined to include, in general and subject to exceptions, a person that (1) owns outstanding voting stock of the corporation or (2) is an officer, director, or employee of the corporation; or (3) an acquiring person at any time within the prior two year period. A Nevada corporation may opt out of Section 78.411 with an express provision in its original articles of incorporation or by an amendment to its articles of incorporation or bylaws expressly electing not to be governed by Section 78.411 and approved by a majority of its outstanding voting shares. We have not opted out of Section 78.411. As a result, Section 78.411 could delay, deter or prevent a merger, change of control or other takeover of our company that our stockholders might consider to be in their best interests, including transactions that might result in a premium being paid over the market price of our common stock, and may also limit the price that investors are willing to pay in the future for our common stock. Undesignated Preferred Stock The ability to authorize undesignated preferred stock makes it possible for our Board to issue one or more series of preferred stock with voting or other rights or preferences. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company. Requirements for Advance Notification of Stockholder Nominations and Proposals Our bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our Board or a committee of our Board. Stockholder Action by Written Consent; Special Meetings of Stockholders Our stockholders may take action by written consent in lieu of a meeting as provided in our bylaws. Our bylaws provide that certain procedures, including notifying our Board and awaiting a record date, must be followed for stockholders to act by written consent. A special meeting of our stockholders may be called only by our Board, the Chairman of our Board, the Chief Executive Officer or the President. A special meeting may also be called at the request of stockholders holding a majority of the aggregate number of shares of capital stock of the Company issued and outstanding and entitled to vote at that meeting (subject to certain timeliness and content requirements of the demand). Amendment of Certificate of Incorporation and Bylaws Our charter may be amended by the affirmative vote of a majority of the aggregate number of shares of each class of our capital stock issued and outstanding after a resolution of our Board declaring the advisability of such amendment has been adopted in accordance with Nevada law. Our bylaws may be amended by the affirmative vote of a majority of the aggregate number of shares of each class of our capital stock issued and outstanding (and entitled to vote on the subject matter) present in person or represented by proxy at a meeting of stockholders provided that notice thereof is stated in the written notice of the meeting. Our bylaws may also be amended by a majority of our Board in accordance with Nevada law and our charter. Forum Selection Unless our Board acting on behalf of the Company selects an alternative forum, the Nevada District Court (or, if the Nevada District Court does not have jurisdiction, another state court located within the State of Nevada or, if no court located within the State of Nevada has jurisdiction, the federal district court for the District of Nevada) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to the Company or our stockholders, (iii) any action asserting a claim against the Company or any of our directors, officers or other employees arising pursuant to any provision of the NRSNRS, our charter or our bylaws or (iv) any action asserting a claim against the Company or any of our directors, officers or other employees governed by the internal affairs doctrine of the State of Nevada, in all cases subject to the court s having personal jurisdiction over all indispensable parties named as defendants. If any action the subject matter of which is within the scope of the immediately preceding paragraph is filed in a court other than a court located within the State of Nevada in the name of any stockholder, such stockholder will be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Nevada in connection with any action brought in any such court to enforce the exclusive forum provision (an "Enforcement Action") and (ii) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder s counsel in the action outside of the State of Nevada as agent for such stockholder. Stock Quotation Our common stock trades on the OTCQB electronic quotation system under the symbol "ALRT." Transfer Agent and Registrar The transfer agent and registrar for our common stock is Pacific Stock Transfer. PLAN OF DISTRIBUTION We are distributing rights certificates and copies of this prospectus to those persons who were holders of our common stock on October 30, 2020, the record date for the rights offering, promptly following the effective date of the registration statement of which this prospectus forms a part. We are offering the rights and the shares of common stock underlying the rights directly to you. We have not employed any brokers, dealers or underwriters in connection with the solicitation or exercise of subscription rights in this offering and no commissions, fees or discounts will be paid in connection with this offering. Those directors and officers of the Company who may assist in the rights offering will not register with the SEC as brokers in reliance on certain safe harbor provisions contained in Rule 3a4-1 under the Exchange Act. Pacific Stock Transfer is acting as our subscription agent to affect the exercise of the rights and the issuance of the underlying common stock. Therefore, while certain of our directors and officers may solicit responses from you, those directors and officers will not receive any commissions or compensation for those services. Delivery of Shares As soon as practicable after the record date for the rights offering, we will distribute the subscription rights and rights certificates to individuals who owned shares of our common stock at 5:00 p.m., Eastern Time, on October 30, 2020. If your shares are held in the name of a broker, dealer, custodian bank or other nominee, then you should send your subscription documents and subscription payment to that record holder. If you are the record holder, then you should send your subscription documents, rights certificate, notice of guaranteed delivery and subscription payment to the address provided below. If sent by mail, we recommend that you send documents and payments by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the subscription agent. Do not send or deliver these materials to the Company. By Overnight Courier, or Registered Certified or Express Mail Pacific Stock Transfer 6725 Via Austi Pkwy, Suite 300 Las Vegas, NV 89119 See "The Rights Offering—Method of Exercising Subscription Rights." If you have any questions regarding the Company or the rights offering, or you have any questions regarding completing a rights certificate or submitting payment in the rights offering, please contact the information agent, 702-361-3033, or by emailing info@pacificstocktransfer.com.. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES The following discussion is a summary of material U.S. federal income tax consequences to U.S. holders (as defined below) of our common stock of the receipt and ownership of the subscription rights acquired through the rights offering and the ownership and disposition of shares of common stock received upon exercise of the subscription rights. This summary deals only with U.S. holders that acquire subscription rights in the rights offering and assumes that the subscription rights or shares of common stock issued upon exercise of the subscription rights will be held as capital assets within the meaning of Section 1221 of the Code. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to U.S. holders in light of their personal circumstances. This discussion also does not address tax consequences to U.S. holders that may be subject to special tax rules, including, without limitation, insurance companies, real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt organizations, employee stock purchase plans, partnerships and other pass-through entities, persons holding shares of common stock as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, financial institutions, brokers, dealers in securities or currencies, traders that elect to mark-to-market their securities, persons that acquired shares of common stock in connection with employment or other performance of services, persons subject to the alternative minimum tax, U.S. holders that have a functional currency other than the U.S. dollar, U.S. expatriates and foreign holders. In addition, the discussion does not describe any tax consequences arising out of the tax laws of any state, local or foreign jurisdiction, or any U.S. federal tax considerations other than income taxation (such as Medicare contribution taxation or estate or gift taxation). Furthermore, the discussion below is based upon the provisions of the Code, and regulations, administrative pronouncements and judicial decisions thereunder, as of the date hereof, and such authorities may be repealed, revoked or modified, perhaps retroactively. We have not sought, and will not seek, any rulings from the Internal Revenue Service (the "IRS") regarding the matters discussed below. There can be no assurance that the IRS or a court will not take positions concerning the tax consequences of the receipt and ownership of the subscription rights acquired through the rights offering and the ownership of shares of common stock received upon exercise of the subscription rights that are different from those discussed below. As used herein, a "U.S. holder" means a beneficial owner of subscription rights or shares of common stock that is for U.S. federal income tax purposes: an individual who is a citizen or resident of the United States; a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia; an estate the income of which is subject to U.S. federal income taxation regardless of its source; or a trust (a) the administration of which is subject to the primary supervision of a court within the United States and one or more U.S. persons as described in the Code have authority to control all substantial decisions of the trust, or (b) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. If any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes is a beneficial owner of subscription rights or shares of common stock, the U.S. federal income tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. U.S. holders that are partnerships (and partners in such partnerships) are urged to consult their own tax advisors. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE CONSEQUENCES UNDER FEDERAL ESTATE AND GIFT TAX LAWS, FOREIGN, STATE, AND LOCAL LAWS AND TAX TREATIES OF RECEIVING, OWNING AND EXERCISING SUBSCRIPTION RIGHTS AND ACQUIRING, HOLDING AND DISPOSING OF SHARES OF COMMON STOCK. Taxation of Subscription Rights Receipt of Subscription Rights. Although the authorities governing the rights offering are complex and do not speak directly to the consequences of certain aspects of the rights offering, we believe your receipt of subscription rights pursuant to the rights offering with respect to your shares of our common stock should be treated as a nontaxable distribution with respect to such shares of our common stock for U.S. federal income tax purposes. Under Section 305(a) of the Code, a corporation s distribution of stock rights to stockholders is generally tax-free. Section 305(b) of the Code, however, provides certain instances where a distribution of stock rights is taxable to stockholders. One such instance is a "disproportionate distribution" in which a distribution or a series of distributions, including deemed distributions, has the result of (1) the receipt of cash or non-stock property by some stockholders or holders of debt instruments convertible into stock, and (2) an increase in the proportionate interest of other stockholders in the assets or earnings and profits of the corporation. During the last 36 months, we have not made any distributions of cash or non-stock property with respect to our common stock. In addition, within the last 36 months, we have not made any payments in cash or non-stock property of interest on previously outstanding convertible notes or of dividends or previously outstanding preferred stock. Currently, we do not have any convertible debt or preferred stock outstanding, nor do we currently intend to issue any convertible debt or preferred stock or pay any dividends on our common stock (other than the issuance of the subscription rights in connection with this offering), but there is no guarantee that we will not do so. While the application of this rule is very complex and subject to uncertainty, we believe that the distribution of the subscription rights hereunder does not result in an increase to any stockholder s proportionate interest in our earnings and profits or assets. Accordingly, we believe that pursuant to Section 305 of the Code and the Treasury regulations promulgated thereunder, the receipt of subscription rights with respect to shares of our common stock should generally not be taxable to our holders of shares of our common stock. Our position regarding the tax-free treatment of the subscription rights distribution is not binding on the IRS, or the courts. If this position is finally determined by the IRS or a court to be incorrect, whether on the basis that the issuance of the subscription rights is a "disproportionate distribution" or otherwise, the fair market value of the subscription rights would be taxable to holders of our common stock as a dividend to the extent of the holder s pro rata share of our current and accumulated earnings and profits, if any. Any excess would be treated first as a tax-free return of capital to the extent of your adjusted basis in your shares of our common stock and then as capital gain from the sale or exchange of your shares of our common stock. Although no assurance can be given, it is anticipated that we will not have current or accumulated earnings and profits through the end of 2020. The discussion below assumes that the receipt of subscription rights with respect to your shares of our common stock will be treated as a nontaxable distribution. Tax Basis and Holding Period of Subscription Rights. Your tax basis of the subscription rights you receive with respect to your shares of commons stock for U.S. federal income tax purposes will depend on the fair market value of the subscription rights you receive and the fair market value of your existing shares of common stock on the date you receive the subscription rights. If the fair market value of the subscription rights you receive is less than 15% of the fair market value of your existing shares of common stock on the date you receive the subscription rights, the subscription rights will be allocated a zero basis for U.S. federal income tax purposes, unless you elect to allocate your basis in your existing shares of common stock between your existing shares of common stock and the subscription rights in proportion to the relative fair market values of the existing shares of common stock and the subscription rights determined on the date of receipt of the subscription rights. If you choose to allocate basis between your existing shares of common stock and the subscription rights, you must make this election on a statement included with your timely filed tax return (including extensions) for the taxable year in which you receive the subscription rights. Such an election is irrevocable. However, if the fair market value of the subscription rights you receive is 15% or more of the fair market value of your existing shares of common stock on the date you receive the subscription rights, then you must allocate your basis in your existing shares of common stock between your existing shares of common stock and the subscription rights you receive in proportion to their fair market values determined on the date you receive the subscription rights. The fair market value of the subscription rights on the date that the subscription rights are distributed is uncertain, and we have not obtained, and do not intend to obtain, an appraisal of the fair market value of the subscription rights on that date. In determining the fair market value of the subscription rights, you should consider all relevant facts and circumstances, including any difference between the subscription price of the subscription rights and the trading price of our shares of common stock on the date that the subscription rights are distributed, the length of the period during which the subscription rights may be exercised and the fact that the subscription rights are non-transferable. Your holding period of the subscription rights will include your holding period of the shares of common stock with respect to which the subscription rights were distributed. Exercise of Subscription Rights. You generally will not recognize gain or loss on the exercise of a subscription right received with respect to your shares of common stock. Your tax basis in a share of common stock acquired through exercise of a subscription right will equal the sum of (1) the subscription price and (2) your tax basis, if any, in the subscription right as determined above. The holding period of a share of common stock acquired through exercise of a subscription right will begin on the date the subscription right is exercised. If you exercise a subscription right received in the rights offering after disposing of the common stock with respect to which such subscription right is received, then certain aspects of the tax treatment of the exercise of the subscription right are unclear, including (1) the allocation of tax basis between the common stock previously sold and the subscription right, (2) the impact of such allocation on the amount and timing of gain or loss recognized with respect to the common stock previously sold, and (3) the impact of such allocation on the tax basis of common stock acquired through exercise of the subscription right. If you exercise a subscription right received in the rights offering after disposing of the common stock with respect to which the subscription right is received, you should consult with your tax advisor. Expiration of Subscription Rights. If you allow subscription rights received in the rights offering with respect to your shares of common stock to expire, you should not recognize any gain or loss for U.S. federal income tax purposes and any portion of the tax basis in your existing shares of common stock previously allocated to the subscription rights that have expired will be reallocated to the existing shares of common stock. Taxation of Shares of Common Stock Distributions. Distributions with respect to shares of common stock acquired upon exercise of subscription rights will be taxable as dividend income when actually or constructively received to the extent of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. To the extent that the amount of a distribution exceeds our current and accumulated earnings and profits, such distribution will be treated first as a tax-free return of capital to the extent of your adjusted tax basis in such shares of common stock and thereafter as capital gain. Dispositions. If you sell or otherwise dispose of shares of common stock acquired upon exercise of subscription rights, you will generally recognize capital gain or loss equal to the difference between the amount realized and your adjusted tax basis in the shares of common stock. Such capital gain or loss will be long-term capital gain or loss if your holding period for the shares of common stock is more than one year. Long-term capital gain of an individual, estate or trust is generally taxed at favorable rates. The deductibility of capital losses is subject to limitations. Information Reporting and Backup Withholding You may be subject to information reporting and/or backup withholding with respect to dividend payments on or the gross proceeds from the disposition of our shares of common stock acquired through the exercise of subscription rights. Backup withholding may apply under certain circumstances if you (i) fail to furnish your social security or other taxpayer identification number ("TIN"), (ii) furnish an incorrect TIN, (iii) fail to report interest or dividends properly, or (iv) fail to provide a certified statement, signed under penalty of perjury, that the TIN provided is correct, that you are not subject to backup withholding and that you are a U.S. person. Any amount withheld from a payment under the backup withholding rules is allowable as a credit against (and may entitle you to a refund with respect to) your U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. Certain persons are exempt from backup withholding, including corporations and financial institutions. You are urged to consult your own tax advisor as to your qualification for exemption from backup withholding and the procedure for obtaining such exemption. Additional Withholding Tax Sections 1471 through 1474 of the Code (provisions commonly referred to as "FATCA") generally impose an additional withholding tax on certain types of payments made to "foreign financial institutions" and certain other non-U.S. entities. Specifically, a 30% withholding tax will be imposed on dividends on, or gross proceeds from the sale or other disposition of, shares of common stock paid to a foreign financial institution or to a non-financial foreign entity, unless (i) the foreign financial institution undertakes certain diligence and reporting obligations, (ii) the non-financial foreign entity either certifies it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner, or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution, and is subject to the diligence and reporting requirements in clause (i) above, it must enter into an agreement with the U.S. Treasury requiring, among other things, that it undertake to identify accounts held by certain U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts, and withhold 30% on payments to account holders whose actions prevent it from complying with these reporting and other requirements. Current IRS guidance delays the implementation of withholding under FATCA with respect to payments of gross proceeds from a sale or other disposition of shares of common stock until after December 31, 2018. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS i QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING ii SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001098880_intelgenx_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001098880_intelgenx_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c727860ef572f940fc9b1f5353831a54c34d0ec8
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001098880_intelgenx_prospectus_summary.txt
@@ -0,0 +1 @@
+As filed with the Securities and Exchange Commission on January 30, 2020 Registration Statement No. 333-235607 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTELGENX TECHNOLOGIES CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 87-0638336 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 6420 Abrams, Ville Saint Laurent Quebec, H4S 1Y2 Canada (514) 331-7440 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Horst G. Zerbe Chief Executive Officer IntelGenx Technologies Corp. 6420 Abrams, Ville Saint Laurent Quebec, H4S 1Y2 Canada (514) 331-7440 (Name, address, including zip code, and telephone number, including area code, of agent for service) With Copies of Communications to: Richard Raymer James Guttman Dorsey & Whitney LLP TD Canada Trust Tower Brookfield Place, 161 Bay Street, Suite 4310 Toronto, Ontario M5J 2S1 Canada Tel: (416) 367-7370 Approximate Date of Commencement of Proposed Sale to the Public: As soon as possible after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] As filed with the Securities and Exchange Commission on January 30, 2020 Registration Statement No. 333-235607 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTELGENX TECHNOLOGIES CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 87-0638336 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 6420 Abrams, Ville Saint Laurent Quebec, H4S 1Y2 Canada (514) 331-7440 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Horst G. Zerbe Chief Executive Officer IntelGenx Technologies Corp. 6420 Abrams, Ville Saint Laurent Quebec, H4S 1Y2 Canada (514) 331-7440 (Name, address, including zip code, and telephone number, including area code, of agent for service) With Copies of Communications to: Richard Raymer James Guttman Dorsey & Whitney LLP TD Canada Trust Tower Brookfield Place, 161 Bay Street, Suite 4310 Toronto, Ontario M5J 2S1 Canada Tel: (416) 367-7370 Approximate Date of Commencement of Proposed Sale to the Public: As soon as possible after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Emerging growth company [ ] CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered(1) Proposed Aggregate Offering Price(2) Amount of Registration Fee Units, each consisting of (2) $8,724,018 $1,132 (i) Common Stock(3) -- -- (ii) Warrants to purchase Common Stock(3) -- -- Common stock issuable upon exercise of Warrants(2) $13,086,026 $1,699 Agent Warrants(3) -- -- Common Stock issuable upon exercise of Agent Warrants(2) $916,022 $119 Total $22,726,066 $2,950(4) (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers such indeterminate number of additional shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, recapitalizations or similar transactions. (2) Estimated pursuant to Rule 457(o) solely for the purpose of calculating the registration fee. (3) No registration fee is required pursuant to Rule 457(g). (4) The registrant previously paid $2,950. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JANUARY 30, 2020 PROSPECTUS INTELGENX TECHNOLOGIES CORP. Minimum: CA$5,000,000 Maximum: CA$10,000,000 Up to 20,000,000 Units Each Unit Consisting of One Share of Common Stock and One Common Stock Purchase Warrant We are offering a minimum of CA$5,000,000 and a maximum of CA$10,000,000 of units ("Units"), each of which consists of one share ("Offered Share") of our common stock ("Common Stock") and one Common Stock purchase warrant ("Warrant") (the "Offering"). Each Warrant is exercisable to purchase one share of our Common Stock (a "Warrant Share") at an exercise price of CA$0.75 per Warrant Share, subject to adjustment. The Warrants will be immediately exercisable and will expire at 5:00 p.m. (Eastern time) on the date that is thirty six (36) months following the issuance date (the "Warrant Expiry Date"). No Units will be issued, however, and purchasers will receive only shares of Common Stock and Warrants. The Common Stock and the Warrants may be transferred separately immediately upon issuance. Our Common Stock is quoted on the OTCQX under the symbol "IGXT" and on the TSX Venture Exchange (the "TSX-V") under the symbol "IGX". The closing price of our Common Stock as quoted on the OTCQX on January 29, 2020 was $0.366 and the closing price of our Common Stock on the TSX-V on January 29, 2020 was CA$0.475. The TSXV has conditionally approved the listing of the Offered Shares, the Warrant Shares the Agent Warrant Shares and the Warrants (as defined herein) commencing on closing of the Offering. Listing is subject to us fulfilling all of the applicable listing requirements of the TSXV, including distribution of the Units to a minimum number of public holders. We have not applied and do not intend to apply to list the Agent Warrants (as defined herein) on any securities exchange. The Agent Warrants will not be transferable. There is no market through which the Agent Warrants may be sold and purchasers may not be able to resell the Agent Warrants granted under this prospectus. This may affect the pricing of the Agent Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Agent Warrants, and the extent of issuer regulation. See "Risk Factors". Investing in our securities involves a high degree of risk. You should invest in the common stock only if you can afford to lose your entire investment. See "Risk Factors" beginning on page 7. Echelon Wealth Partners Inc. (the "Agent") has agreed to assist us with this Offering on a commercially reasonable "best efforts" basis. The Agent is not purchasing the Units offered by us, and is not required to sell any specific number or dollar amount of Units. We have agreed to (i) pay the Agent a cash fee equal to seven percent (7.0%) of the gross proceeds of the Offering of Units by us (including the Over-Allotment Option, as defined below); (ii) issue to the Agent warrants ("Agent Warrants") to purchase a number of shares of Common Stock ("Agent Warrant Shares") equal to seven percent (7.0%) of the aggregate number of Units sold in this Offering (not including any shares of Common Stock underlying the Warrants issued in this Offering); and (iii) grant to the Agent an option to increase the size of the Offering by up to fifteen percent (15.0%), exercisable in whole or in part at any time for a period of thirty (30) days after and including the closing date of the Offering ("Over-Allotment Option"); However, we will only pay a cash fee equal to three and one half percent (3.5%) of the aggregate gross proceeds from the issuance to purchasers on our president's list ("President's List") and will only issue Agent Warrants to purchase up to an additional three and one half percent (3.5%) of the Units sold under the President's List. Echelon Wealth Partners Inc. is not registered as a broker-dealer under the United States Exchange Act of 1934, as amended ("Exchange Act") and will not engage in any offers or sales of our shares within the United States or to "U.S. persons" (as such term is defined in Rule 902(k) of Regulation S under the United States Securities Act of 1933, as amended ("Securities Act")) except to the extent permitted by Rule 15a-6 under the Exchange Act and other applicable securities laws. See "Plan of Distribution" beginning on page 22 for more information on this Offering and the Agent arrangements. All costs associated with the registration will be borne by us. Price to the Public Agency Fee(1) Net Proceeds to the Company(2) Per Unit CA$0.50 CA$0.035 CA$0.465 Minimum Offering(3) CA$5,000,000 CA$350,000 CA$4,650,000 Maximum Offering CA$10,000,000 CA$700,000 CA$9,300,000 (1) For the purpose of estimating the Agent's fees, we have assumed that they will receive their maximum commission on all sales made in the Offering. In addition we have agreed to issue Agent Warrants to purchase a number of shares of Common Stock equal to seven percent (7.0%) of the aggregate number of Units sold in this Offering (not including any shares of Common Stock underlying the Warrants issued in this Offering). Note that we will only pay a cash fee equal to three and one half percent (3.5%) of the aggregate gross proceeds from the issuance to purchasers on our President's List and will only issue Agent Warrants to purchase up to an additional three and one half percent (3.5%) of the Units sold under the President's List. See "Plan of Distribution" beginning on page 22 of this prospectus for a description of compensation payable to the placement agent.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001122742_fearless_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001122742_fearless_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b1ba78f24ac5e7ba2a0c8e41a4f02c255035ba08
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001122742_fearless_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained throughout this prospectus and is qualified in its entirety to the more detailed information and financial statements included elsewhere herein. Because this is only a summary, it is not complete and does not contain all the information that may be important to you. We are an "emerging growth company" under the federal securities laws and will therefore be subject to reduced public company reporting requirements. Before making an investment decision, you should read carefully this entire prospectus, including, but not limited to, the information under the caption "Risk Factors," and our financial statements and related notes. Our Business Fearless Films, Inc., a Nevada corporation, is a provider of professional services for short film and full-length feature film productions. We offer services ranging from directing and creative directing through post-production and fulfillment. We operate our business though our wholly-owned subsidiary, Fearless Films Inc. (Ontario, Canada) (hereinafter "Fearless Films (Canada)"), an independent full-service production company founded by actor/producer Victor Altomare, together with writer/director Goran Kalezic. In addition to short film and feature film productions, our services extend to script writing, copywriting, fulfillment and distribution. Since its inception, our subsidiary has been an independent producer and participant at film industry festivals. Fearless Films (Canada) has also participated in the production of more than ten films and a pilot television series, "My Ciccio Show", that is being made for purchase. Our current sales efforts are geared towards directors, writers, and people in need of post-production and distribution/fulfillment. We plan to become developers, financiers, producers and distributors of motion pictures and related entertainment products. Initial capitalization has been through the acquisition of assets from our controlling stockholder, commercial video work, and the proceeds from promissory notes. In the future, we plan to produce complete motion pictures and related entertainment products. We are in the early stage of developing our business plan and, to date, we have not generated any revenues from current business operations. Due to a lack of adequate financing, we have curtailed operations until we are able to secure necessary funds to fully implement our business plan. Current business activities have been limited to seeking strategic relationships, acquiring new clients and promoting services. As of December 31, 2018 and September 30, 2019, we had cash on hand of $3,700 and $1,124, respectively. Our monthly cash burn rate for 2018 was approximately $10,000. Management estimates the burn rate for the immediate future will be between $15,000 and $20,000. This increase is partially attributed to an anticipated increase in business activity and partially due to costs of the registration statement, to which this prospectus relates, and ongoing expenses due to future SEC reporting obligations. Our common stock initially commenced trading on October 30, 2006 and, since January 2018, trades on the OTCQB under the symbol "FERL." OTC Markets, Inc. provides quotes and other information at www.otcmarkets.com. Our principal executive offices are located at 467 Edgeley Blvd., Unit 2, Concord, ONT L4K 4E9 Canada and our telephone number is (888) 928-0184. Our website address is www.fearlessent.com. Our Strategy Our strategy has two elements: (i) utilize our current connections and skills to build a revenue-producing film services business, and (ii) become an independent producer of television and movie content. Our current business is focused on providing video production services to professional video production companies. Video projects are divided into four parts: (i) pre-production, (ii) production, (iii) post-production and (iv) distribution. During pre-production, the client describes the need and the purpose of the production. We will then handle everything from directing and creative directing all the way through post-production and fulfillment, depending on the needs of the client. Our services include: Video, TV and film production; talent selection; distribution; animation and special effects; editing; sound mixing; creative writing; and a full range of post-production services. Our marketing strategy includes a diverse range of promotional communications. Our primary marketing channel is professional networking, using management's existing industry connections. A key component of our marketing strategy is to seek alliances with video companies that have industry credibility, presence, and distribution. Our networking efforts include attending trade shows, meetings, seminars and industry events. We also use our website for marketing to attract customers and promote and distribute our products. We intend to add online marketing, including advertising, links from Internet directories to our website, referrals from blogs, and Search Engine Optimization (SEO) to have Fearless Films show near the top of the list of relevant Internet searches. Equity Purchase Agreement with Crown Bridge Partners, LLC On December 3, 2019, we executed an Equity Purchase Agreement with Crown Bridge Partners, LLC ( Crown Bridge Partners or the Selling Stockholder ), which was finalized and effected on December 12, 2019 (the Equity Line ). Under the Equity Line, we have the right to sell to Crown Bridge Partners up to $5,000,000 of shares of our common stock for a period of up to three (3) years, commencing on the execution date of the agreement. Under the Equity Line, the Selling Stockholder is committed to purchase, on an unconditional basis, shares of our common stock ( Put Shares ). The Equity Purchase Agreement provides that that we have the right, but not the obligation, to deliver to Crown Bridge Partners from time-to-time, a put notice stating the number of shares and purchase price of common shares we intend to sell to Crown Bridge Partners. The purchase price of the shares will be 80% of the lesser of the (i) market price, defined as the lowest traded price for any trading day during the 15 trading days immediately preceding delivery of the put notice, or (ii) the valuation price, which is the lowest traded price of the shares during the five trading days following the clearing date associated with the applicable put notice. Each put notice shall be (i) in a minimum amount not less than $10,000, and (ii) a maximum amount up to the lesser of (a) $175,000, or (b) 200% of the Average Daily Trading Value. Average Daily Trading Value is defined as the average trading volume of our common stock in the fifteen (15) trading days immediately preceding delivery of the respective put notice (the pricing period ), multiplied by the lowest traded price of the of our shares during the pricing period. We may not deliver a new put notice until ten trading days after the clearing of the prior put notice. As a term of the Equity Purchase Agreement, we entered into a Registration Rights Agreement with Crown Bridge Partners, whereby we agreed to register for resale by Crown Bridge Partners the shares of common stock purchased pursuant to the Equity Purchase Agreement. Accordingly, we filed a registration statement with the SEC on Form S-1, of which this prospectus is a part, and which covers the resale of shares to be issued under the Registration Rights Agreement. Also in connection with the Equity Purchase Agreement, we issued to Crown Bridge Partners, as a commitment fee, a $50,000 convertible promissory note that matures on June 3, 2020. The note may not be prepaid, bears interest at the rate of ten percent (10%) per annum, and is convertible at any time by the holder for all or any part or the outstanding principal amount and accrued interest, into shares of Fearless Films common stock at the conversion price of $0.25 per share. Additionally, Crown Bridge Partners shall withhold $5,000 from the first put notice for reimbursement of its expenses relating to preparation of the Equity Purchase Agreement. The Offering Securities offered by the Selling Stockholder 33,333,334 shares of common stock Common stock outstanding before Offering 316,543,316 shares Common stock outstanding after Offering 349,876,650 shares, assuming the issuance of an additional 33,333,334 shares pursuant to the Equity Purchase Agreement Use of Proceeds We will not receive any proceeds from the sale of common stock by the Selling Stockholder. However, we will receive proceeds from the sale of shares to Crown Bridge Partners pursuant to our exercise of a put right granted to us in the Equity Purchase Agreement. Any such proceeds will be used for general corporate purposes and film production and distribution activities.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001136294_nos4-1-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001136294_nos4-1-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..93884af2f57dbb87c9963902e2ed7b61bbd86e39
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001136294_nos4-1-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read the entire prospectus carefully, including the section describing the risks of investing in our common stock under the caption "Risk Factors," and the documents and financial statements incorporated by reference in the section entitled "Incorporation of Certain Documents by Reference" before making an investment decision. Some of the statements in this summary constitute forward-looking statements. For more information, please see "Cautionary Note Regarding Forward-Looking Statements." Our Company The Company was incorporated in 2001 under the laws of the State of Delaware under the name "Global Power Equipment Group Inc." and became the successor to GEEG Holdings, LLC, which was formed as a Delaware limited liability company in 1998. Effective June 29, 2018, Global Power Equipment Group Inc. changed its name to Williams Industrial Services Group Inc. to better align its name with the Williams business (which includes Williams Industrial Services Group, LLC, collectively with Williams Plant Services, LLC, Williams Specialty Services, LLC, Williams Industrial Services, LLC and Construction & Maintenance Professionals, LLC), and our stock now trades on the OTCQX under the ticker symbol "WLMS." Williams has been safely helping plant owners and operators enhance asset value for more than 50 years. We provide a broad range of construction, maintenance and support services to customers in energy, power and industrial end markets. Our mission is to be the preferred provider of construction, maintenance, and specialty services through commitment to superior safety performance, focus on innovation, and dedication to delivering unsurpassed value to our customers.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001142790_tauriga_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001142790_tauriga_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..dbd335f1ae49f4305476637f14284bc7351eb7c9
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001142790_tauriga_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights material information contained in this Prospectus. This summary does not contain all of the information you should consider before investing in the securities. Before making an investment decision, you should read the entire Prospectus carefully, including the risk factors section, the financial statements and the notes to the financial statements. You should also review the other available information referred to in the section entitled "Where You Can Find More Information" in this Prospectus and any amendment or supplement hereto. The Offering In order to provide a possible source of funding for our operations, potential acquisitions and/or the development of a pharmaceutical line of products, we have entered into an Investment Agreement with Tangiers Global, LLC ("Tangiers"). Under the Investment Agreement, Tangiers has agreed to provide us with up to $5,000,000 USD of funding during the period ending on the date which is three years after the date of this prospectus. During this period, we may sell shares of our common stock to Tangiers, and Tangiers will be obligated to purchase the shares. These shares may be offered for sale from time to time by means of this prospectus by or for the account of Tangiers. The minimum amount we can raise at any one time is $5,000, and the maximum amount we can raise at any one time is $350,000. We are under no obligation to sell any shares under the Investment Agreement. The number of shares to be sold by Tangiers in this offering will vary from time-to-time and will depend upon the number of shares purchased from us pursuant to the terms of the Investment Agreement. However, 76,000,000 shares of common stock, which represents approximately 73.7% of our outstanding shares as of March 2, 2020, is the maximum number of shares which we may sell to Tangiers during the 36 month term of the Investment Agreement. See the section of this prospectus captioned "Investment Agreement" for more information. Based upon the volume weighted average market price of our common stock for the five (5) trading days prior to March 3, 2020, and the terms of the Investment Agreement, the sale of up to 76,000,000 shares would result in net proceeds to us of approximately $2,802,000. As of March 3, 2020, we had 103,187,644 outstanding shares of common stock. The number of outstanding shares does not give effect to shares which may be issued pursuant to the Investment Agreement or upon the exercise of options, convertible notes outstanding or warrants. We will not receive any proceeds from the sale of the shares by Tangiers. However, we will receive proceeds from any sale of common stock to Tangiers under the Investment Agreement. We expect to use substantially all the net proceeds for our operations, any potential acquisitions and in connection with the development of a pharmaceutical line of products under our subsidiary Tauriga Pharma Corp. Our trading symbol is "TAUG." Our Business Business Overview Tauriga Sciences, Inc. is a Florida corporation, with its principal place of business being located at 555 Madison Avenue, fifth floor, New York, NY 10022. The Company has, over time, moved into a diversified life sciences technology company, with its mission to operate a revenue generating business, while continuing to evaluate potential acquisition candidates operating in the life sciences technology space. Tauriga Pharma Corp. On January 4, 2018, the Company announced the formation of a wholly-owned subsidiary in Delaware. This subsidiary, incorporated in Delaware, was initially named Tauriga IP Acquisition Corp., which changed its name to Tauriga Biz Dev Corp. on March 25, 2018, and most recently (January 2020) changed its name to Tauriga Pharma Corp. (as described below). Effective January 2020, the Company amended the certificate of incorporation of Tauriga Business Development Corp. in relevant part to effectuate a name change of this subsidiary to Tauriga Pharma Corp. The principal reason for the name change is to concentrate this subsidiary s focus on the development of a pharmaceutical product line that is synergistic with the Company s primary CBD product line. Currently, the plan is to initially create a pharmaceutical line of products to address nausea symptoms related to chemotherapy treatment in patients, which we will submit for clinical trials and to regulatory agencies for approval. Tauriga Sciences Limited On June 10, 2019, the Company formed a wholly owned subsidiary, Tauriga Sciences Limited, with the registrar of Companies for Northern Ireland. Tauriga Sciences Limited is a private limited Company. The entity was established in conjunction with online merchant services. In conjunction to this new entity the Company entered into a two-year lease commencing on June 11, 2019 and expiring on June 30, 2021. The office is located at Regus World Trade Centre Muelle de Barcelona, edif. Sur, 2a Planta Barcelona Catalun a 08039 Spain. COMPANY PRODUCTS TAURI-GUMTM In October 2018, the Company s management, along with its board of directors, began to explore the possibility of launching a cannabidiol ("CBD") infused gum product line into the commercial marketplace. To begin this process, during the quarter ended December 31, 2018, the Company began discussions with a Maryland based chewing gum manufacturer - Per Os Biosciences LLC ("Per Os Bio"), which consummated in a manufacturing agreement in late December 2018 to launch and bring to market a white label line of CBD infused chewing gum under the brand name Tauri-GumTM. We have filed for trademark protection with the United States Patent and Trademark Office for our CBD infused chewing product line for TAURI-GUMMITM and TAURI-GUMMIESTM. In October 2019, we also filed trademark applications for the above-referenced marks in each of the European Union and Canada. On February 18, 2020, the Company received a notice of allowance from the European Union Intellectual Property Office granting the Company its trademark registration for Tauri-Gum (E.U. Trademark # 018138334). Under the terms of the agreement, Per Os Bio produces Tauri-GumTM based on the following criteria: A. By composition, the CBD Gum will contain 10 mg of CBD Isolate; B. The initial production run will be mint flavor; C. This proprietary CBD Gum will be manufactured under U.S. Patent # 9,744,128 ("Method for manufacturing medicated chewing gum without cooling"); D. Each Production Batch, including the initial production run, is estimated to yield 70,000 gum tablets or 8,700 Units (each Unit contains 8 gum tablets); E. Integrated Quality Control Procedures: Each production batch will be tested by a 3rd Party for CBD label content, THC content (0%), and clear for microbiology; F. The packaging, for retail marketplace, will consist of 8 count (gum tablet count) blister card labeled (the "Pack(s)") with Lot # as well as Expiration Date; G. Outer sleeve in the Company s artwork and graphic design(s) and label copy; and H. Shipping System: Bulk packed 266 Packs per master case ("Palletized"). Under terms of the agreement with Per Os Bio: A. Each product order will consist of 8,700 Packs (unless otherwise agreed upon by both parties); B. ½ of initial production invoice due within 3 days of execution of Manufacturing Agreement; C. Provide graphic design artwork, logo, and label design to Per Os Bio; D. Trademark has been successfully filed with U.S.P.T.O.; E. To implement kosher certification process; F. Procure appropriate Product & Liability insurance policy; and G. Acquire legal opinion with respect to the confirmation of the legality to sell this CBD Gum on the Federal Statute Level. The Company s gum formulation includes distinctive features: allergen free, gluten free, vegan, kosher (K-Star certification), and incorporates a proprietary manufacturing process. See our "Risk Factors" contained in the Annual Report, including with respect, but not limited, to Federal laws and regulations that govern CBD and cannabis. The Company s E-commerce website is www.taurigum.com. During the fiscal year 2020, the Company added two additional flavors. Blood Orange and Pomegranate. TAURI-GUMMIES On November 25, 2019, the Company announced that it has finalized the formulation for its Vegan 25 mg CBD (Isolate) Infused Gummies product to be branded Tauri-Gummies for which a trademark was filed with the U.S. Patent and Trademark Office, as well as in Switzerland and the European Union. This product contains no gelatin in the formulation, as the Company has utilized plant-based alternatives in completion of this product. There will be 4 flavors offered – cherry, orange, lemon and lime. Each gummy package contains 24 gummies in a jar, 6 of each flavor, containing 25mg of CBD isolate per individual gummy, or 600 mg of CBD isolate per jar. These gum drops have been manufactured in the "Nostalgic" 1950s confectionary style and are both plant-based (vegan formulated) and kosher certified. The Company has commenced sales of Tauri-Gummies during January 2020. CANNABIGEROL "CBG" ISOLATE INFUSED VERSION OF TAURI-GUM On December 30, 2019, the Company announced it has commenced development of a Cannabigerol ("CBG") Isolate Infused version of its Tauri-Gum brand. The Company expects that each tablet of chewing gum will contain 10mg of CBG isolate. The flavor (all natural) selected for this CBG product will be Peach/Lemon. This product will also be kosher certified (Star K, vegan and 100% made in the USA). The Company has secured distinct GS1 barcodes for both: The Peach/Lemon CBG infused Tauri-Gum blister pack and retail display box. DISTRIBUTION OF THE COMPANY S PRODUCTS E&M Distribution Agreement On April 1, 2019, the Company entered into a distribution agreement with E&M Ice Cream Company ("E&M") to establish Tauri-GumTM in the marketplace (the "E&M Distribution Agreement"). The Company has supported the Tauri-GumTM commercial launch with substantial levels of both financial resources and marketing support. Under the terms of the E&M Distribution Agreement, the Company issued restricted shares of common stock to E&M for their support services. South Florida Region Distribution Agreement On April 8, 2019, the Company entered into a non-exclusive distribution agreement with IRM Management Corporation ("IRM"), an established medical practice management firm (the "IRM Distribution Agreement"). The purpose of the IRM Distribution Agreement is to target our Tauri-GumTM product to the South Florida based medical market, including chiropractors, orthopedists, as well as prospective retail customers in this geographic area. In connection with the IRM Distribution Agreement, the Company agreed to a one-time issuance of restricted shares of the Company s common stock and a cash stipend. North Eastern United States Distribution Agreement On April 30, 2019, the Company, entered into a non-exclusive comprehensive distribution agreement with Sai Krishna LLC ("SKL"), a New Jersey based distributor, with relationships in the Northeast region of the United States and Asia, with the intention of increasing and accelerating market penetration of the Company s Tauri-GumTM product line in the applicable regions. In connection with the SKL agreement, the Company agreed to a one-time issuance of restricted shares of the Company s common stock. In addition, the Company has agreed to issue restricted shares of the Company s common stock to principals of SKL for assistance in the Company s marketing strategy. On May 11, 2019, the Company entered into a consulting agreement pursuant to the terms of the SKL agreement, whereby Ms. Neelima Lekkala was appointed Vice President of Distribution & Marketing. This agreement has a one-year term and may be extended based upon mutual agreement of Ms. Lekkala and the Company. Ms. Lekkala will focus her efforts on the expansion of Tauri-GumTM in terms of gross sales and revenue growth through the acquisition of new customers, establishment of professional marketing materials & protocols, logistics improvement(s) and fulfillment services. Ms. Lekkala is not an executive officer of the Company and, therefore, is not deemed to be an affiliate of the Company. Ms. Lekkala s compensation includes restricted shares of the Company s common stock, which are fully earned and vested upon the execution of her consulting agreement. Additionally, Ms. Lekkala is entitled to receive a 30% commission on total gross sales through the sale of the Tauri-GumTM product line, which the Company may pay in either stock or cash at the election of Ms. Lekkala. Windmill Health Distribution Agreement On June 28, 2019, the Company entered into a distribution agreement with Windmill Health Products, LLC ("Windmill Health"), a New Jersey based distributor, with the intention of increasing and accelerating market penetration of the Company s Tauri-GumTM product line. The Company did not contribute any capital or issue any equity to Windmill Health in connection with the Windmill Health distribution agreement. These arrangements are more fully described in our periodic and current reports that we have filed with the Securities and Exchange Commission, included these agreements as exhibits thereto, and which are also discussed in our consolidated financial statements to our Annual Report for the year ended March 31, 2019, as well as our Quarterly Reports filed in the applicable periods thereafter. REGULATORY MATTERS Food and Drug Administration On May 31, 2019, the U. S. Food and Drug Administration ("FDA") held public hearings to obtain scientific data and information about the safety, manufacturing, product quality, marketing, labeling, and sale of products containing cannabis or cannabis-derived compounds, including CBD. The hearing came approximately five months after the Agricultural Improvement Act of 2018 (more commonly known as the Farm Bill), went into effect and removed industrial hemp from the Schedule I prohibition under the Controlled Substances Act (CSA) (industrial hemp means cannabis plants and derivatives that contain no more than 0.3 percent tetrahydrocannabinol, or THC, on a dry weight basis). Though the Farm Bill removed industrial hemp from the Schedule I list, the Farm Bill preserved the regulatory authority of the FDA over cannabis and cannabis-derived compounds used in food and pharmaceutical products under the Federal Food, Drug, and Cosmetic Act (FD&C Act) and section 351 of the Public Health Service Act. The FDA has been clear that it intends to use this authority to regulate cannabis and cannabis-derived products, including CBD, in the same manner as any other food or drug ingredient. In addition to holding the hearing, the agency had requested comments by July 2, 2019 regarding any health and safety risks of CBD use, and how products containing CBD are currently produced and marketed, which comment period was concluded on July 16, 2019. As of the date hereof, the FDA has taken the position that it is unlawful to put into interstate commerce food products containing hemp derived CBD, or to market CBD as, or in, a dietary supplement. Furthermore, since the closure of the FDA hearings on this issue, some state and local agencies have issued a ban on the sale of any food or beverages containing CBD. H.R. 5587, a newly introduced legislative effort at the federal level, seeks to consider hemp-derived CBD and substances containing hemp-derived CBD to be dietary supplements under the FD&C Act, which would likely resolve ambiguity and provide clear guidance to stakeholders about how to comply with applicable FDA law. However, H.R. 5587 was only recently introduced in the House of Representatives, and is in its infancy, requiring further approvals, including approval of the House of Representatives, the Senate and the President of the United States before being enacted into law, if at all. Furthermore, with respect to Company s developing CBG product line, the FDA has provided no guidance as to how cannabinoids other than CBD (sch as CBG) shall be regulated under the FD&C Act, and it is unclear at this time how such potential regulation could affect the results of the operations or prospects of the Company or this product line. See our Risk Factors for more information about these items, as well as certain related disclosures included our Results of Operations under the heading "Going Concern". The Company s activities are subject to significant risks and uncertainties, including failing to secure additional funding, success in developing and marketing its products and the level of competition and potential regulatory enforcement actions. These risks and others are described in greater detail in the Risk Factors set forth in this prospectus. 2019 Increase in Authorized Shares On July 26, 2019, the Company held a meeting of its board of directors. The matters voted on and approved at the meeting included an amendment to the Company s Articles of Incorporation to increase the number of authorized shares of the Company s common stock, $0.00001 par value per share from 100,000,000 to 400,000,000 shares (the "Authorized Shares Increase"). The increase in the authorized shares was approved by the shareholders of record at a special meeting of shareholders on September 10, 2019, and the Company promptly filed its Amended Articles of Incorporation with the division of corporations of the State of Florida to effectuate the increase in authorized shares, which was formally accepted by the Florida Division of Corporations on September 12, 2019. Certified by Wal-Mart, Inc. to become a Domestic Supplier On December 23, 2019, the Company announced that is has been certified by Wal-Mart, Inc. ("Walmart") to become a Domestic Supplier. This certification from Walmart was obtained by the Company on December 19, 2019. Approval to Operate Global Seller Account by Alibaba Group On January 6, 2020, the Company announced that is has been approved by Chinese multinational conglomerate, Alibaba Group ("Alibaba"), to operate a Global Seller Account. In addition, the Company has been designated as a Gold Supplier (Gold Tier Level Supplier). This Alibaba approval opens up the global marketplace to the Company, its products, its product lines, as well as future business opportunities. The Company is working diligently towards establishing a partnership with a China based fulfillment and distribution network. Certified as Affiliate Vendor by The National Association of College Stores On January 7, 2020, the Company announced that is has been certified by the National Association of College Stores ("NACS") as an affiliate vendor. As a vendor of NACS, the Company has joined the most comprehensive group of campus retailers working to provide the best services and selections to college students across the United States. Joint Venture with OG Laboratories, LLC On January 21, 2020, the Company entered into a joint venture agreement with OG Laboratories, LLC ("OG"). Under this agreement the Company will act as a wholesaler of OG s product labeled under OG s name. OG currently has two products: "Omega-3 Heart Wellness+CBD" and "Collagen Skin Wellness+CBD". Both of these products will be offered on the Company s website. The Company shall receive, no later than 30 days after collection, a set percentage of the total order amount for third-party customers who purchase directly from OG. For deals greater than One Hundred Thousand Dollars ($100,000.00), the Company shall receive a commission of three and a half percent (3.5%). For deals of One Hundred Thousand Dollars ($100,000.00) or less, the Company shall receive commission of five percent (5%). The Company will only receive a commission on sales to customers that it brings to OG, and if the sale is made while the contract is in force or within six (6) months after the contract s termination. The agreement with OG may be terminated by either party with thirty days prior written notice. Contemporaneous to the entry into the OG agreement, the Company purchased inventory of $3,050 for e-commerce fulfillment. HISTORICAL BUSINESS ITEMS See Note 1 of our Consolidated Financial Statements in our Annual Report for the year ended March 31, 2019 for additional information on the below-referenced historical business items. Cupua u Butter Lip Balm On December 23, 2016, the Company entered into a non-exclusive, 12-month license agreement (the "License Agreement") with Cleveland, Ohio based cosmetics products company Ice + Jam LLC ("Ice + Jam") to market Ice + Jam s proprietary cupua u butter lip balm, sold under the trademark HerMan which launched during the quarter ended December 31, 2017. During February of 2018, the Company s strategy with respect to the HerMan product was negatively impacted by a series of product defects relating to the twisting mechanism of the lip balm tube. As a result of this and the concomitant halting of selling efforts, the Company had no sales of the HerMan product during the year ended March 31, 2019. The Company has removed the product from the website and the remaining inventory was written-off as it was determined that the units were not usable. The Company has discontinued this operation as of March 31, 2019. Honeywood Following the termination of a proposed 2014 merger between the Company and California-based Honeywood LLC ("Honeywood"), a developer of a topical medicinal cannabis product, on August 1, 2017, the Company entered into a Debt Conversion Agreement, whereby the Company agreed to convert an $170,000 note receivable due from Honeywood, including accrued interest into a 5% membership interest in Honeywood. At the time of the Honeywood Conversion Agreement, the receivable balance under the Note of $199,119 had been fully written off by the Company in a prior period. As a result of the Honeywood Conversion Agreement, the Company deemed the investment to have no current value. Pilus Energy On January 28, 2014, the Company acquired Pilus Energy, LLC ("Pilus"), an Ohio limited liability company and a developer of alternative cleantech energy platforms using proprietary microbial solutions that create electricity while consuming polluting molecules from wastewater. On December 22, 2016, the Company entered in a membership interest transfer agreement with Open Therapeutics whereby the Company sold 80% of its membership interest in Pilus back to Open Therapeutics for consideration of the termination of 80% of the unexercised portion of the warrants to purchase the Company s common stock. Open Therapeutics agreed to pay to the Company 20% of the net profit generated Pilus Energy from its previous year s earnings, if any. On January 12, 2019, the Company and Open Therapeutics agreed to extinguish a contingent liability in exchange for a one-time issuance of 500,000 restricted shares of Company s common stock. Blink Charging Company On March 29, 2018 the Company s then named subsidiary - Tauriga Biz Dev Corp. - entered into an independent sales representative agreement with Blink Charging Company (NASDAQ: BLNK) ("BLINK"). Under this agreement we became a non-exclusive independent sales representative to solicit orders from potential customers for EV ("Electric Vehicle") Stations placement. This sales agreement is a three-tier compensation model based on whether we contract the new customer to purchase equipment outright from BLINK or enter into one of two revenue-sharing agreements. If our subsidiary effectuates a sale of BLINK equipment it will receive a one-time sales commission based on the sales price of the equipment sale. In the case where our subsidiary secures a revenue sharing agreement with a customer where BLINK remains the owner, then our subsidiary will be paid an on-going commission based off of gross charger revenue, subject to which party paid for the installation. Commission payments under the revenue sharing agreement are subject to minimum revenue generation hurdles. On June 29, 2018, the Company purchased four BLINK Level – 2 - 40" pedestal chargers for permanent placement in a retail location or locations whereby the Company will pay a variable annual fee based on 7% of total revenue per charging unit. The rest of the proceeds will be split 80/20 between the Company and the host location owner or its assignee. The host location owner will pay for the cost of providing power to these unit as well as installation costs. As of December 31, 2019, we have not installed any of these machines in any locations, and no revenue has been generated through the Blink contract. Management has not made any decision regarding placement of these units at this time. They have not decided to abandon this business line, therefore have not reclassified these assets as held for sale. Summary of Financial Data The following information represents selected audited financial information for our company for the years ended March 31, 2019 and 2018 and selected unaudited financial information for our Company for the nine-month period ended December 31, 2019. The summarized financial information presented below is derived from and should be read in conjunction with our audited and unaudited financial statements, as applicable, including the notes to those financial statements which are included elsewhere in this prospectus along with the section entitled Management s Discussion and Analysis of Financial Condition and Results of Operations beginning on page 62 of this prospectus. Statements of Operations Data Year Ended March 31, 2019 Year Ended March 31, 2018 Nine Months Ended December 31, 2019 Nine Months Ended December 31, 2018 Revenue $57,134 $- $201,881 $- Cost of Revenue $37,128 $- $166,162 $- Net Operating Expenses $1,103,068 $1,895,537 $1,568,096 $720,917 Net Loss from Operations $(1,083,062) $(1,895,357) $(1,532,377) $(720,917) Other Income (Expense) $(12,181) $1,897,869 $(574,576) $244,171 Net Income (Loss) before Discontinued Operations $(1,05,243) $2,512 $(2,106,953) $(476,746) Loss from Discontinued Operations $(2,196) $(77,313) $- $- Net Loss $(1,097,439) $(74,801) $(2,106,953) $(476,746) Basic and Diluted Net Loss per Share $(0.02) $(0.009) $(0.038) $(0.009) Balance Sheets Data As of March 31, 2019 As of March 31, 2018 As of December 31, 2019 Cash $385,943 $12,291 $89,329 Total Current Assets $947,816 $686,347 $648,505 Total Current Liabilities $457,380 $318,587 $769,567 Working Capital Surplus (Deficit) $490,436 $367,760 $(121,062) Total Stockholders Equity (Deficit) $503,446 $295,251 $(96,950) FORWARD LOOKING STATEMENTS This Prospectus may contain certain "forward-looking" statements as such term is defined by the SEC in its rules, regulations and releases, which represent the registrant s expectations or beliefs, including but not limited to, statements concerning the registrant s operations, economic performance, financial condition, growth and acquisition strategies, investments, and future operational plans. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intent," "could," "estimate," "might," "plan," "predict" or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, certain of which are beyond the registrant s control, and actual results may differ materially depending on a variety of important factors, including uncertainty related to acquisitions, governmental regulation, managing and maintaining growth, the operations of the Company and its subsidiary, volatility of stock price, federal enforcement and state enforcement, and any other factors discussed in this and other registrant filings with the Securities and Exchange Commission. The risks and uncertainties and other factors include but are not limited to those set forth under "Risk Factors" of this Prospectus. Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements or the risk factors described in this Prospectus or in the documents we incorporate by reference, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Prospectus. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under "Risk Factors" and matters described in Prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Prospectus will in fact occur. We caution you not to place undue reliance on these forward-looking statements. In addition to the information expressly required to be included in this Prospectus, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading. Except as required by federal securities laws, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. RISK FACTORS An investment in our common stock involves a number of significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus (such as the Going Concern note to its financials) in evaluating our Company and our business before purchasing our securities. Our business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due to any of these risks. You should invest in our common stock only if you can afford to lose your entire investment. There could be unidentified risks involved with an investment in our securities. The following risk factors are not a complete list or explanation of the risks involved with an investment in the securities. Additional risks will likely be experienced that are not presently foreseen by the Company. Prospective investors must not construe the information provided herein as constituting investment, legal, tax or other professional advice. Before making any decision to invest in our securities, you should read this entire prospectus and consult with your own investment, legal, tax and other professional advisors. An investment in our securities is suitable only for investors who can assume the financial risks of an investment in the Company for an indefinite period of time and who can afford to lose their entire investment. The Company makes no representations or warranties of any kind with respect to the likelihood our business will succeed, whether any regulatory agency may enforce the food and drug administration s ban on consumable CBD/CBG products, including the Company s products or regarding the value of our securities, any financial returns that may be generated or any tax benefits or consequences that may result from an investment in the Company. Risks Related to Company s Business Cannabinoids are chemical compounds that are commonly found in or derived from cannabis and industrial hemp plants, including but not limited to Tetrahydrocannabinol (THC), the psychoactive chemical compound, and non-psychoactive chemical compounds, such as Cannabidiol (CBD) and Cannabigerol (CBG). It is believed that there are at least 120 cannabinoid compounds within cannabis and industrial hemp plants. The Company is currently engaged in the sale of products that include CBD, intends to engage in the sale of products that include CBG, and is also is considering creating product lines that include other cannabinoids, although the Company s current products contain no THC and the Company does not currently plan to produce or sell any products that contain any or more than 0.3% THC. Cannabinoids can be found in or derived from both cannabis plants and industrial hemp plants. Industrial hemp is a varietal of the cannabis sativa plant that has been bred to have a low level of THC (below 0.3% THC). Cannabis sativa plants that have above 0.3% THC are considered cannabis plants. Due to the unique regulatory framework of both the cannabis and hemp industries, the source of the cannabinoid (i.e., whether it is derived from an industrial hemp plant or a cannabis plant) makes a significant difference in the legality and risks associated with any product that includes such cannabinoid. As of the date hereof, the Company s current product offerings contain and intended product offerings will contain CBD and CBG derived exclusively from industrial hemp. A description of industrial hemp industry specific risks is set forth below. While the Company does not currently sell any products derived from cannabis, to the extent that, in the future, Company may decide to offer products with cannabinoids derived from cannabis, cannabis industry specific risks are also described below. Industrial Hemp Industry Risks Legal Uncertainty Surrounding Current Industrial Hemp Regulations. The laws and regulations affecting the industrial hemp industry are constantly changing, which could detrimentally affect the Company s proposed operations. Local, state and federal industrial hemp laws and regulations are broad in scope and subject to evolving interpretations, which could require the Company to incur substantial costs associated with compliance or alter its business plan. In addition, violations of these laws, or allegations of such violations, could disrupt the Company s business and result in a material adverse effect on its operations. In addition, it is possible that regulations may be enacted in the future that will be directly applicable to the Company s proposed business, including, but not limited to, regulations or laws impacting the manufacturing and production methods the Company may utilize. The Company cannot predict the nature of any future laws, regulations, interpretations or applications, nor can the Company determine what effect additional governmental regulations or administrative policies and procedures, if promulgated, could have on the Company s business. Uncertainty Regarding the USDA s Domestic Hemp Production Program. The Agricultural Improvement Act of 2018 (2018 Farm Bill), tasked the United States Department of Agriculture (USDA) with developing a protocol to approve plans submitted by States and Indian Tribes for the domestic cultivation of industrial hemp (State Plans). It also establishes a Federal plan for cultivators in States or territories of Indian Tribes that do not have their own USDA-approved State Plan. Accordingly, the USDA has issued its Interim Final Rule to establish the domestic hemp production program and to facilitate the cultivation of hemp, as set forth in the 2018 Farm Bill. As of this date, the New York Department of Agriculture and Markets (NYDAM) has not yet formally submitted a State Plan pursuant to the Interim Final Rule. The Interim Final Rule has only established protocols for cultivators of industrial hemp and not processors or manufacturers. Given that Company s products are reliant on industrial hemp processing and manufacturing and not industrial hemp cultivation, it is unclear how the USDA will handle processors with respect to its licensing structure and such uncertainty could disrupt the Company s business and result in a material adverse effect on its operations. Uncertainty Regarding the NYDAM s Development of a State Plan. Pursuant to New York Legislation S.6184/A.7680, the NYDAM retains primary regulatory authority over the production and cultivation of industrial hemp within the State of New York. However, pursuant to the 2018 Farm Bill a State Plan must be submitted to the USDA for approval, in order to ensure that the NYDAM s primary regulatory authority is recognized at the federal level. As of this date, the NYDAM has not yet formally submitted a State Plan and based on public comments issued by the NYDAM it is unclear as to when and how a formal State Plan will be submitted. Until a formal State Plan for New York has been published, submitted and approved by the USDA, it is unclear how the NYDAM will handle any conflicts with federal law which arise over processors and manufacturers of industrial hemp products with respect to its licensing structure and such uncertainty could disrupt the Company s business and result in a material adverse effect on its operations. Uncertainty Regarding Production of CBD Products Through the use of White Labeling. Company operates its CBD product business as a white label operation, however, if Company is deemed to be operating its business without a required manufacturing license this could impact Company s ability to maintain this business or subject it to significant penalties, fees, fines, or other financial consequences. If Company s manufacturing and production partners were to lose their license this could also significantly impact Company s revenues as a result of lost profits as Company sought out new partners or waited for current partners to become compliant. State and local laws and regulations surrounding the production and manufacture of industrial hemp derived CBD products are still in flux as states and local agencies figure out how best to regulate these products. State and local laws may change in unexpected ways that could result in Company s manufacturing partners being forced to change their products or services, or raise prices, all of which could impact Company s revenues and prospective profits. In addition, state or local laws may prohibit the white labeling of industrial hemp derived CBD products, which would force Company to abandon its current business strategy with regard to Company s products or rework Company s current relationships with Company s partners, which would significantly impact Company s revenues and prospective profits. The FDA s Current Position on CBD. The 2018 Farm Bill removed industrial hemp and hemp derivatives from the definition of marijuana in the United States Federal Controlled Substances Act (21 U.S.C. 811) (CSA). However, the 2018 Farm Bill specifically preserved the United States Food and Drug Administration s (FDA) authority over hemp derived consumer products. The FDA has taken the position that it is currently illegal to put into interstate commerce a food to which cannabidiol (CBD) has been added, or to market CBD as, or in, a dietary supplement. The FDA prohibits these uses of CBD because CBD was the subject of substantial clinical investigations into its potential medical uses before it was added to foods (including dietary supplements), and, separately, because CBD is the active ingredient in an FDA-approved prescription drug product which is used to treat rare, severe forms of epilepsy. The FDA had sought public comments regarding issues surrounding CBD and has not issued any guidance, rules, or regulations regarding the use of CBD in foods, drugs, or cosmetics since closing the comment period. Because Company s product is included in food, FDA rules and regulations limiting Company s ability to source, manufacture, and sell the product, or limiting the consumer s ability to purchase and use the produce, could severely impact Company s revenues and profits. Future regulatory changes or enforcement actions by the FDA, with respect to CBD, could also have a materially adverse impact on the business, financial condition, results of operations or prospects of the Company. Uncertainty Regarding the FDA s Potential Position on CBG. Cannabigerol (CBG) is a cannabinoid which can be lawfully derived from industrial hemp and Company has plans to develop CBG products. The 2018 Farm Bill preserved the FDA s authority over industrial hemp derived consumer products and as of this date, the FDA has provided no guidance as to how cannabinoids other than CBD shall be regulated under the Food Drug and Cosmetic Act (FD&C Act). Future regulatory changes or enforcement actions by the FDA, with respect to CBG or other hemp derived cannabinoids, could have a materially adverse impact on the business, financial condition, results of operations or prospects of the Company. The FDA Limits the Ability to Discuss the Medical Benefits of CBD. Under FDA rules it is illegal for companies to make "health claims" or claim that a product has a specific medical benefit, without first getting FDA approval for such claim. The FDA has not recognized any medical benefits derived from CBD, which means that Company is not legally permitted to advertise any potential health claims related to its CBD products. Because of the perception among many consumers that CBD is a health/medicinal product, Company s inability to make such health claims about its CBD products, may limit Company s ability to market and sell its product to consumers, which would negatively impact Company s revenues and profits. Federal intellectual property laws may limit Company s ability to protect its trademarks, names, logos, and other intellectual property On May 2, 2019, the United States Patent and Trademark Office (USPTO) promulgated Examination Guide 1-19, which provides, among other things, that trademarks for food products, beverage products, dietary supplement products, or pet treat products containing hemp derived CBD ("Consumable Hemp Derived CBD Products") can be rejected by the USPTO on the basis that the sale of such products in interstate commerce allegedly violates FDA law (see discussion of FDA law above). Because of the USPTO s current position, obtaining trademarks for Consumable Hemp Derived CBD Products is problematic, making it difficult to enforce and protect intellectual property relating to Consumable Hemp Derived CBD Products. Company s product offerings include Consumable Hemp Derived CBD Products. There can be no assurance that all of the steps Company takes to protect such intellectual property will be adequate. In many cases, Company may not have sufficient protection or rights to take sufficient action to protect material intellectual property. If efforts to protect such intellectual property are not adequate, or if any third-party misappropriates or infringes on such intellectual property, whether in print, on the Internet or through other media, the value of the impacted brands may be harmed, which could have a material adverse effect on Company s prospects, including the failure of such brands and branded products to achieve and maintain market acceptance. Such failure would likely adversely impact Company s revenue stream, and accordingly, Company s ability to make distributions to shareholders. There can be no assurance that third parties will not assert infringement or misappropriation claims against Company, or assert claims that Company s rights in certain trademarks, service marks, trade dress and other intellectual property assets are invalid or unenforceable. Any such claims could have a material adverse effect on Company s financial condition as well as its ability to allocate time and effort to other aspects of its business. If Company s rights in any intellectual property were invalidated or deemed unenforceable, it could permit competing uses of intellectual property by third parties, which, in turn, could lead to a decline in Company s results of operations. If Company is found to infringe upon a third party s intellectual property rights, it may be forced to pay damages, be required to develop or adopt non-infringing intellectual property or be obligated to acquire a license to such intellectual property. There could be significant expenses associated with the defense of any infringement, misappropriation, or other third-party claims. Although in the case of intellectual property in respect of which Company has a license, Company may have a right to indemnification from the licensor, Company cannot assure that the financial condition of the licensor will be sufficient to satisfy any licensor indemnification obligation, or that such indemnification obligation would cover lost profits, consequential or other non-direct damages. New York City has implemented an embargo on food and beverage CBD products. On July 1, 2019, months after the NYC Department of Heath announced a ban on CBD in foods and beverages (mainly focused on restaurants and baked goods), the updated New York City Health Code now includes an embargo of CBD-infused Edible(s) Products (including packaged products). Company has taken a conservative approach towards the production of its products, including, for example, ensuring that its product manufacturer periodically tests for compliance with the 2018 Farm Bill, in order to ensure that the products are utilizing CBD oils derived from industrial hemp plants and that the products contain 0% THC content. Company remains confident that the current embargo on CBD Edible(s) products will be lifted and/or clarified. However, as a result of this embargo, Company has taken the necessary steps to ensure that its marketing efforts are focused on areas outside of New York City, while still maintaining its New York City (the 5 Boroughs) presence. Similar embargoes and bans have been implemented in other municipalities and jurisdictions, and this trend may continue, making it difficult for Company to conduct a sufficient amount of sales and business and could have a materially adverse impact on the business, financial condition, results of operations or prospects of the Company. Fraudulent or Illegal Activity by Industrial Hemp Suppliers. The Company is exposed to the risk that its suppliers of industrial hemp materials may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to the Company that violates: (i) government regulations; (ii) cultivation standards; or (iii) laws that require the true, complete and accurate reporting of information or data. It may not always be possible for the Company to identify and deter misconduct by its suppliers and other third parties, and the precautions taken by the Company to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting the Company from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against Company, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on the Company s business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of the Company s operations, any of which could have a material adverse effect on the Company s business, financial condition, results of operations or prospects. Potential Federal Legislation Regarding CBD On January 13, 2020, Representative Collin C. Peterson introduced H.R. 5587, a bill seeking to amend the FD&C Act with respect to the regulation of hemp-derived CBD and substances containing hemp-derived CBD. If enacted into law, H.R. 5587 would consider hemp-derived CBD and substances containing hemp-derived CBD to be dietary supplements under the FD&C Act, resolving ambiguity and providing clear guidance to stakeholders about how to comply with applicable FDA law. However, H.R. 5587 was only recently introduced in the House of Representatives, it is currently in committee, and requires substantial further approvals, including approval of the House of Representatives, the Senate and the President of the United States before being enacted into law, if at all. At this time Company cannot determine what effect these additional governmental regulations, if promulgated, could have on the Company s business. Results of Future Clinical Research on Industrial Hemp Derived Cannabinoids. Research in the U.S. and internationally regarding the medical benefits, viability, safety, efficacy, dosing and social acceptance of industrial hemp or isolated cannabinoids derived from industrial hemp remains in early stages. Future research and clinical trials may prove prior research results to be incorrect, or could raise concerns regarding, and perceptions relating to, industrial hemp and industrial hemp derived cannabinoids. Given these risks, uncertainties and assumptions, prospective shareholders should not place undue reliance on prior research articles and reports. Future research studies and clinical trials may reach negative conclusions regarding the medical benefits, viability, safety, efficacy, dosing, social acceptance or other facts and perceptions related to industrial hemp and industrial hemp derived cannabinoids, which could have a material adverse effect on the demand for the Company s products with the potential to lead to a material adverse effect on the Company s business, financial condition, results of operations or prospects. Product Liability for Industrial Hemp Related Companies. Industrial hemp companies are subject to strict product liability laws where a Company who sells a defective product to a consumer is subject to liability for any harm that befalls that consumer due to the defect. For example, a Company who sells industrial hemp CBD infused products could be held liable if that product was tainted in the cultivation or manufacturing process or inadequately labeled and a consumer subsequently fell ill. This area of law is unsettled and there is very little statutory or case law regarding industrial hemp and products liability. Under certain circumstances, the Company, or distributors or retailers of its products, may be required to recall or withdraw products. Even if a situation does not necessitate a recall or market withdrawal, product liability claims may be asserted against the Company. If the consumption of any of the products causes, or is alleged to have caused, a health-related illness, the Company may become subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful, the negative publicity surrounding any assertion that the products caused illness or physical harm could adversely affect the Company s reputation and brand equity. Cannabis Industry Risks THIS TIME COMPANY IS NOT ENGAGED IN CANNABIS ACTIVITIES. COMPANY IS CURRENTLY ONLY ENGAGED IN THE SALE AND DEVELOPMENT OF PRODUCTS THAT CONTAIN INDUSTRIAL HEMP DERIVED CANNABINOIDS. HOWEVER, TO THE EXTENT THAT COMPANY MAY DECIDE SUBSEQUENTLY OFFER PRODUCTS THAT CONTAIN CANNABINOIDS DERIVED FROM CANNABIS, THE RELEVANT CANNABIS INDUSTRY RISKS ARE SET FORTH BELOW: Federal regulation and enforcement may adversely affect the implementation of cannabis laws and regulations may negatively impact Company s business operations, revenues and profits. Currently, there are 33 states in the United States, plus the District of Columbia, that have laws and/or regulations that recognize, in one form or another, medical benefits or other uses for cannabis or cannabis related products. These states have also passed laws governing the use and sale of cannabis products and others are considering similar legislation. Nonetheless, the possession, use, cultivation, manufacturing, sale distribution and transfer of cannabis is illegal under Federal Law. Cannabis is classified as a Schedule I drug, which is viewed as having a high potential for abuse and no currently accepted use for medical treatment in the U.S. and lacking acceptable safety for use under medical supervision. The United States Supreme Court has ruled that the federal government has the right to regulate and criminalize cannabis, even for medical purposes, and thus federal law criminalizing the use of cannabis preempts state laws that legalize its use (U.S. v. Oakland Cannabis Buyers Coop., and Gonzales v. Raich). Although the Obama administration stated that it is not an efficient use of resources to direct federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical and adult-use cannabis, and Congress passed the Consolidated and Further Continuing Appropriations Act, 2019, eliminating any application of the federal budget toward the prosecution of individuals or entities operating in compliance with state cannabis laws, there is no guarantee that the Trump administration will not change the current stated policy regarding the low priority enforcement of federal laws in states where cannabis has been legalized under state law. Several members of President Trump s cabinet have made statements indicating they are opposed to legalization efforts. In January 2018, former Attorney General Jeff Sessions rescinded the 2013 Obama-era Cole Memo which had previously indicated that resources would not be directed for federal enforcement activity, including civil enforcement and criminal investigations and prosecutions related to cannabis activities. This has created significant uncertainty as to the enforcement policies and priorities of the federal government and agencies against cannabis operators and businesses in the cannabis industry. Although Jeff Sessions has been replaced by President Trump with Attorney General William Barr, there is still very little clarity as to how President Trump, or Attorney General Barr, will enforce federal law or how they will deal with states that have legalized medical or adult-use cannabis. Even for businesses compliant with state laws, cannabis-related investments remain a risk under federal law. As such, any investment into a commercial cannabis business is laden with risk under federal law, and an increased amount of risk due to former Attorney General Sessions actions against the cannabis industry. Any change in the federal government s enforcement of federal laws could cause significant damage to Company and its growth prospects. As the possession, cultivation, use and distribution of cannabis is illegal under the CSA, any person engaged in such activities may be deemed to be conducting or aiding and abetting illegal activities. As a result, Company and possibly certain beneficial owners of its equity may be subject to enforcement actions and/or prosecution by law enforcement authorities. Strict enforcement of the CSA by the DOJ would materially and adversely affect Company s ability to generate funds for distributions to the holders of stock. Additionally, any action taken against Company for conducting or aiding and abetting illegal activities may force Company to cease operations and investors could lose their entire investment. In any such action, Company s assets may be subject to forfeiture and investors could additionally face fines, penalties or the possibility of criminal prosecution. Companies that engage in any form of commerce in the cannabis industry and individuals investing in a cannabis business may be subject to federal criminal prosecution along with civil fines and penalties. The federal, and in some cases state, law enforcement authorities have frequently investigated and/or closed dispensaries, grow operators, manufacturers, and other cannabis-related businesses. Federal enforcement would have a material adverse effect on the business and operations of the Company and could lead to dissolution, asset forfeiture and total loss of investment in the Company. Variations in state and local regulation, and enforcement in states that have legalized cannabis, may restrict cannabis-related activities, which may negatively impact Company s revenues and prospective profits. Many state and local cannabis laws are relatively new and there is a relatively small body of interpretive guidance and case law available to understand how certain laws, rules and regulations will be interpreted or applied by enforcement agencies or the courts. Additionally, the state and local licensing regulations are interdependent but, in part due to the variability of applicable local rules and differences in their effective administration, the results of such interdependency are often inefficient and may be impossible to comply with. As a result, Company s business may be required to operate in a grey area, which subjects Company to the risk that it will unintentionally violate laws, rules or regulations. The Company must be prepared for possible changes in laws and regulations which could seriously impact the Company s business. The Company will incur ongoing costs and obligations related to regulatory compliance and failure to do so may result in additional costs for corrective measures, penalties, or in restrictions on the Company s operations. In addition, changes in regulations, more vigorous enforcement thereof, or other unanticipated events could require extensive changes to the Company s operations, increased compliance costs, or give rise to material liabilities, which could have a material adverse effect on the business, results of operations, and financial condition of the Company. Company cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can it determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on its business. Accordingly, the unfavorable enforcement or change in applicable state or local laws could materially and adversely affect Company s ability to make payments to the holders of Company s stock and could result in the loss of investment in Company. These state and local legal regimes often require companies to apply for and be awarded a license in order to operate a cannabis business operation. Company plans to operate its potential cannabis business as a white label operation. However, if such potential operations are deemed to be operating without a required license this could impact Company s ability to engage in this business model or potentially subject Company to significant penalties, fees, fines, or other financial consequences. Laws regarding the transportation of Cannabis Laws related to transportation of cannabis may significantly impact Company s ability to get products to market or may raise the cost of doing so, which would impact Company s revenue and potential profits. Both state and federal law make it illegal to transport cannabis products across state lines. Any accidental or intentional transportation of Company s products across state lines could, therefore, result in significant consequences including loss of a state issues license or permit, financial penalties, seizure of Company s products, and prosecution for the illegal transportation of a Schedule I substance. These consequences may impact Company s revenues, potential profits, or ability to continue operating in this line of business. Federal intellectual property laws may limit Company s ability to protect Company s trademarks, names, logos, and other intellectual property The United States Patent and Trademark Office does not provide trademark protection for cannabis or cannabis-related marks, making it difficult to enforce and protect intellectual property. It is possible to obtain trademarks for brands used in the cannabis industry, but only on non-cannabis goods. Some states may issue state trademarks for cannabis-related products, but state trademarks provide significantly less protection than federal trademarks. Patents are also very difficult to receive in the cannabis industry and require complex legal and scientific questions. There can be no assurance that all of the steps Company takes to protect such intellectual property will be adequate. In many cases, Company may not have sufficient protection or rights to take sufficient action to protect material intellectual property. If efforts to protect such intellectual property are not adequate, or if any third-party misappropriates or infringes on such intellectual property, whether in print, on the Internet or through other media, the value of the impacted brands may be harmed, which could have a material adverse effect on Company s prospects, including the failure of such brands and branded products to achieve and maintain market acceptance. Such failure would likely adversely impact Company s revenue stream, and accordingly, Company s ability to make distributions to shareholders. There can be no assurance that third parties will not assert infringement or misappropriation claims against Company, or assert claims that Company s rights in certain trademarks, service marks, trade dress and other intellectual property assets are invalid or unenforceable. Any such claims could have a material adverse effect on Company s financial condition as well as its ability to allocate time and effort to other aspects of its business. If Company s rights in any intellectual property were invalidated or deemed unenforceable, it could permit competing uses of intellectual property by third parties, which, in turn, could lead to a decline in Company s results of operations. If Company is found to infringe upon a third party s intellectual property rights, it may be forced to pay damages, be required to develop or adopt non-infringing intellectual property or be obligated to acquire a license to such intellectual property. There could be significant expenses associated with the defense of any infringement, misappropriation, or other third-party claims. Although in the case of intellectual property in respect of which Company has a license, Company may have a right to indemnification from the licensor, Company cannot assure that the financial condition of the licensor will be sufficient to satisfy any licensor indemnification obligation, or that such indemnification obligation would cover lost profits, consequential or other non-direct damages. Tax laws related to cannabis may impact Company s ability to generate revenue or potential profits. Section 280E of the Internal Revenue Code prohibits cannabis businesses from deducting their ordinary and necessary business expenses, except for some "costs of goods sold", forcing cannabis businesses to pay higher effective federal tax rates than similar companies in other industries. The effective tax rate on a cannabis business depends on how large its ratio of nondeductible expenses is to its total revenues. State tax laws are also changing. Even though state taxes are already high, many local jurisdictions are imposing heavy additional taxes either as a disincentive for cannabis companies to operate there or in order to cash in on the growing number of cannabis companies paying taxes. These taxes may overwhelm Company s partner companies causing them to go out of business or raise prices for their services, which in turn may impact Company s revenues and profits by forcing us to find different partners in more tax friendly areas or pay higher prices. Collectively, federal state and local taxes will place a substantial burden on Company s revenue and could make its business model economically unfeasible. Accordingly, Company may not be able to make payments to the holders of its stock, in which case, investors may lose the value of their investment. Company may have difficulty accessing the service of banks, which may make it difficult for Company to operate. In February 2014, the FinCEN bureau of the U.S. Treasury Department issued guidance (which is not law) with respect to financial institutions providing banking services to cannabis business, including burdensome due diligence expectations and reporting requirements. This guidance does not provide any safe harbors or legal defenses from examination or regulatory or criminal enforcement actions by the DOJ, FinCEN or other federal regulators. Thus, most banks and other financial institutions in the United States do not appear to be comfortable providing banking services to cannabis-related businesses, or relying on this guidance, which can be amended or revoked at any time by the Trump Administration. In addition to the foregoing, banks may refuse to process debit card payments and credit card companies generally refuse to process credit card payments for cannabis-related businesses. As a result, the Company may have limited or no access to banking or other financial services in the United States. In addition, federal money laundering statutes and Bank Secrecy Act regulations discourage financial institutions from working with any organization that sells a controlled substance, regardless of whether the state it resides in permits cannabis sales. While the United States Congress is contemplating the SAFE Act, the passage of which would permit commercial banks to offer services to cannabis companies that are in compliance with state law, if Congress fails to pass the SAFE Act, the Company s inability, or limitations on the Company s ability, to open or maintain bank accounts, obtain other banking services and/or accept credit card and debit card payments may make it difficult for the Company to operate and conduct its business as planned or to operate efficiently. Due to the federal regulatory environment, including the Bank Secrecy Act (the "BSA"), banks in the United States often refuse to open or maintain accounts for companies that operate in the cannabis industry. The BSA also requires that banks file with the FinCEN suspicious activity reports ("SARs") to provide FinCEN with information about transactions that may show participation in illegal activities including money laundering or funding of terrorist activities. To satisfy their legal obligations, banks often question transactions, including large cash transactions or transactions involving money orders. Typically, the account holder is not informed that the bank has filed a SAR with respect to any transaction. A bank that is uncomfortable with a transaction may file a SAR and/or close the accounts in question. As a result, companies in the cannabis industry, including Company, are at a risk of being non-bankable. An inability to make full, or any use of bank account services would impact management of Company s operations and could have a material adverse effect on its business, financial condition and/or results of operations. If Company incurs substantial liability from litigation, complaints, or enforcement actions, Company s financial condition could suffer. Company s participation in the cannabis industry may lead to litigation, formal or informal complaints, enforcement actions, and inquiries by various federal, state, or local governmental authorities against us. Litigation, complaints, and enforcement actions could consume considerable amounts of financial and other corporate resources, which could have a negative impact on Company s sales, revenue, profitability, and growth prospects. Company has not been, and are not currently, subject to any material litigation, complaint, or enforcement action regarding cannabis or cannabis products (or otherwise) brought by any federal, state, or local governmental authority. However, should Company become the subject of litigation, the cost to defend such litigation may be significant and may require a diversion of Company s resources. There also may be adverse publicity associated with litigation that could negatively affect customer perception of Company s business, regardless of whether the allegations are valid or whether Company is ultimately found liable. Company does not currently carry litigation liability insurance, and, therefore, the Company could be significantly financially burdened by legal claims, litigation or administrative proceedings against us. Prospective customers may be deterred from doing business with a company with a significant nationwide online presence because of fears of federal or state enforcement of laws prohibiting possession and sale of medical or adult-use cannabis. Company s website is visible in jurisdictions where medicinal and adult use of cannabis is not permitted and, as a result, Company may be found to be violating the laws of those jurisdictions. Having to block access to Company s website in certain jurisdictions may negatively impact Company s visibility and ability to secure partnerships with companies or engage consumers in those areas. Third-Party Service Providers As a result of any adverse change to the approach in enforcement of the U.S. cannabis laws, adverse regulatory or political changes, additional scrutiny by regulatory authorities, adverse changes in the public perception in respect to the consumption of cannabis or otherwise, third-party service providers to the Company could suspend or withdraw their services, which may have a material adverse effect on the business, revenues, operating results, financial condition or prospects of the Company. Enforceability of Contracts Since cannabis is illegal at a federal level, judges in multiple U.S. states have on several occasions refused to enforce contracts for the repayment of money when the loan was used in connection with activities that violate federal law, even if there is no violation of state law. Therefore, there is uncertainty that the Company will be able to legally enforce its material agreements Ability to file for Bankruptcy Federal courts in the United States have held that cannabis businesses are not able to receive protection under bankruptcy laws. It has also been held that owners of cannabis businesses seeking personal bankruptcy protection will also be unable to take advantage of filing for bankruptcy. Therefore, in the event Company faces financial trouble, it will not be possible to file for bankruptcy protection without a drastic change in federal law. Our business and financial performance may be adversely affected by downturns in the target markets that we serve or reduced demand for the types of products we sell. Demand for the products we sell can be affected by general economic conditions as well as product-use trends in our target markets. These changes may result in decreased demand for our products. The occurrence of these conditions is beyond our ability to control and, when they occur, they may have a significant impact on our sales and results of operations. We may be classified as an inadvertent investment company. We are not primarily engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in those activities. Under the Investment Company Act of 1940, as amended (the "1940 Act"), however, a company may be deemed an investment company under section 3(a)(1)(C) of the 1940 Act if the value of its investment securities is more than 40% of its total assets (exclusive of government securities and cash items) on a consolidated basis. As a result of our December 13, 2017 purchase of shares of Vistagen Therapeutics Inc. (NASDAQ: VTGN), and the subsequent investments the Company has made in public and privately held companies in the subsequent period, the investment securities presently held by us exceeds 40% of our total assets, exclusive of cash items and, accordingly, we are currently an inadvertent investment company. As of December 31, 2019, the Company held common stock in one publicly traded company and warrants exercisable for common stock in two publicly traded companies. An inadvertent investment company can avoid being classified as an investment company if it can rely on one of the exclusions under the 1940 Act. One such exclusion, Rule 3a-2 under the 1940 Act, allows an inadvertent investment company a grace period of one year from the earlier of (a) the date on which an issuer owns securities and/or cash having a value exceeding 50% of the issuer s total assets on either a consolidated or unconsolidated basis and (b) the date on which an issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer s total assets (exclusive of government securities and cash items) on an unconsolidated basis. We have taken actions to cause the investment securities held by us to be less than 40% of our total assets, and will continue to evaluate other feasible actions towards this end, which may include acquiring assets with our cash on hand, consummating a significant merger/acquisition transaction, or liquidating our investment securities. We also may seek a no-action letter from the SEC if we are unable to acquire sufficient non-securities assets or liquidate sufficient investment securities in a timely manner. As Rule 3a-2 is available to a company no more than once every three years, and assuming no other exclusion were available to us, we would have to keep within the 40% limit for at least three years after we cease being an inadvertent investment company. This may limit our ability to make certain investments or enter into joint ventures that could otherwise have a positive impact on our earnings. In any event, we do not intend to become an investment company engaged in the business of investing and trading securities. Classification as an investment company under the 1940 Act requires registration with the SEC. If an investment company fails to register, it would have to stop doing almost all business, and its contracts would become voidable. Registration is time consuming and restrictive and would require a restructuring of our operations, and we would be very constrained in the kind of business we could do as a registered investment company. Further, we would become subject to substantial regulation concerning management, operations, transactions with affiliated persons and portfolio composition, and would need to file reports under the 1940 Act regime. The cost of such compliance would result in the Company incurring substantial additional expenses and could result in the complete cessation of our operations, and the failure to register if required would have a materially adverse impact to conduct our operations. Risks relating to our exposure to equity securities of other companies in which we are currently invested. We are not primarily engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in those activities; however, the Company has purchased securities of certain publicly traded and privately held companies and continue to hold a number of the securities obtained as part of such transactions, primarily in the form of equity or equity derivative securities. These investments carry risk of partial or total loss, as with any such investment of this kind, and we could lose all or some of the cash we have utilized in making such investments. We generally monitor the Company s investments to keep abreast of the investments and positions, but do not portend to actively trade in these securities and we do not have broker-dealers daily monitoring our investments to take positions in the event of market swings or fluctuations, whether on the upside or downside; hence, these investments bear certain risks of loss or failure to attain maximum gain. The Company has multiple convertible notes having cross default provisions. Multiple notes issued by the Company contain provisions where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period would be considered in default of all such convertible note instruments containing such default clauses. Should the Company for some reason default on one of its debt instruments, exercisable securities or convertible notes, if those instruments are not promptly cured other debt instruments or agreements could be caused, claimed or deemed to be in default, significantly increasing the principal amounts, amount of stock issuable and calculated interest rates thereunder. This could cause our stock price to decrease significantly, result in substantial dilution or cause us the inability to use the maximum or any of the equity credit line with Tangiers, which could materially impair our ability to execute our business plan or be able to fund operations. Because we continue to develop and commercialize new products, we expect to incur significant additional operating losses. Although we have commercialized a number of our products, we continue to develop new products and product lines, and, therefore, we expect to incur substantial additional operating expenses over the next several years as our research, development, and new business venture activities increase, including in connection with the potential to develop a pharmaceutical line of products through its subsidiary, Tauriga Pharma Corp., and the concomitant costs and expenses of such new business endeavors. The amount of our future losses and when, if ever, we will achieve profitability are uncertain. We remain early in our sales and marketing efforts of Tauri-GumTM and Tauri-GummiesTM which has resulted in commercial revenue but there is no guarantee that we can generate sufficient revenue to sustain operations or achieve profitability. Our ability to generate revenue and achieve profitability will depend on, among other things, the following: realizing revenue from our distribution arrangements regarding our products; establishing more substantial sales and marketing arrangements, either alone or with additional third parties; and raising sufficient funds to finance our activities, or on terms that are acceptable. We
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001168081_desert_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001168081_desert_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001168081_desert_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001170005_acell-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001170005_acell-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bc2ccb787ef4dbaea2d3aaca6eac32b64e76c8d4
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001170005_acell-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary This summary highlights selected information included elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections titled "Risk factors," "Management's discussion and analysis of financial condition and results of operations," "Business," and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, all references in this prospectus to "ACell," the "company," "we," "our," "us" or similar terms refer to ACell, Inc. We refer to our Series A convertible preferred stock, Series B convertible preferred stock, Series C convertible preferred stock and Series D convertible preferred stock as our "convertible preferred stock" in this prospectus. BUSINESS OVERVIEW Our company We are a leading regenerative medicine company focused on the development, manufacture and sale of products primarily used in acute care settings as part of the treatment and management of moderate to severe wounds and reinforcement of soft tissue surgical defects. Our products utilize our proprietary porcine urinary bladder matrix platform technology, which is designed to enhance the body's ability to restore natural tissue and minimize scarring in the management of traumatic, surgical and chronic wounds, burns, hernias and other conditions requiring the reinforcement of soft tissue. We believe we are at the forefront of advancing the global standard of care for wounds and soft tissue surgical defects by providing solutions that are designed to significantly improve patient outcomes while lowering the overall cost of care. Since our commercial launch in 2009, we have sold over 500,000 units of our urinary bladder matrix, or UBM, products. We manufacture the only commercially available extracellular matrix, or ECM, products that utilize porcine UBM. When applied to a wound or soft tissue surgical defect, our products are typically resorbed over time and replaced with newly formed tissue that replicates uninjured tissue where scarring would normally occur. This capability enables our products to promote durable wound closure and soft tissue defect repair, restore natural tissue function and enhance aesthetic outcomes. Our products are available in sheet and particulate form for wound management, and in multiple layering configurations of various sizes for surgical soft tissue repair, including hernia repair. We market MicroMatrix, a particulate formulation, and Cytal Wound Matrix products, in sheet formulations, for the management of acute, surgical, chronic and tunneling wounds and partial thickness burns. We also market Gentrix Surgical Matrix products, in sheet formulations, for the reinforcement of soft tissue in certain surgical applications, such as for hernia repair. We manufacture our products using our proprietary know-how, trade secrets and patented technology. Our products address large, underserved and growing markets with significant commercial potential. In addition to the ongoing need to manage traumatic injuries, we believe that long-term demand for our products is increasing due to aging demographics and the growing prevalence of conditions such as diabetes, obesity and vascular disease. We estimate that our total addressable market in the United States for our currently marketed products is over $2 billion, based on estimated 2019 revenues for hernia matrices and biologic skin and dermal substitutes for wound care. We intend to grow our business and market opportunity by further penetrating our current acute care customer accounts, increasing our acute care customer base, selectively expanding the sale of our products into non-acute care settings, expanding our international sales opportunity and enhancing and expanding our product portfolio. We have 17 clearances from the U.S. Food and Drug Administration, or FDA, and many of our products are also approved for sale in Canada and Saudi Arabia. We are also seeking regulatory approvals to sell our products in several international markets including China, South Korea and the AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents European Union. We currently sell and market our products in the United States through a dedicated, surgically-focused direct sales force of approximately 160 employees as of April 30, 2020 that sell into hospital operating rooms and intensive care units. To complement our direct sales efforts, we also have established a national accounts team that supports our commercial efforts with group purchasing organizations, or GPOs, integrated delivery networks, or IDNs, and government facilities, including Department of Veterans Affairs and Department of Defense medical facilities. During the year ended December 31, 2019, we sold our products to over 1,900 customers and had contracts with eight GPOs and seven distributors in 11 countries. We also provide medical education programs that offer hands-on and virtual education for all of our products and host symposiums throughout the United States, including at our state-of-the-art surgical learning center in Columbia, Maryland. We have achieved significant revenue growth since the launch of our first commercial product in 2009. Our revenue increased to $100.8 million for the year ended December 31, 2019 from $89.2 million for the year ended December 31, 2018, an increase of 13.0%. For the years ended December 31, 2019 and 2018, we recorded a gross margin of 81.0% and 81.7%, respectively, and net income of $1.4 million and net loss of $3.1 million, respectively. In the three months ended March 31, 2020 and 2019, we recorded revenue of $23.7 million and $24.2 million, respectively, a gross margin of 80.4% and 81.6%, respectively, and net loss of $2.7 million and net income of $0.1 million, respectively. Industry background Worldwide, the epidemiological burden of acute and chronic wounds is significant, driving the need for improved healing and wound management solutions. Acute wounds include traumatic wounds, surgical wounds and moderate to severe burns. Traumatic wounds were estimated to have a global incidence of at least 5.6 million in 2019. In the United States and European Union alone, major surgical wounds were estimated to have an incidence of approximately 12.8 million in 2019. In 2019, medically treated burns were expected to have a global incidence of over 6.3 million, while burns requiring hospitalization were estimated to have a global incidence of approximately 597,000. Chronic wounds include stage 3 and stage 4 pressure ulcers, diabetic ulcers and venous and arterial ulcers, which were estimated to have global incidences in 2019 of approximately 22.6 million, 14.5 million and 13.3 million, respectively. We believe the annual incidence of acute wounds, aging demographics and increased prevalence of systemic comorbidities, including growth of vascular complications and diabetes, are contributing to the growth in wound management procedures and demand for alternative therapies. Incidence of hernias, a type of soft tissue defect, and the resulting market for hernia repair are increasing. Surgery is the only treatment that can permanently repair a hernia, and synthetic or biologically-derived mesh is used in about 90% of those surgeries to reinforce torn or damaged tissue around hernias. In the United States alone, approximately 1.2 million hernia repairs were estimated to have occurred in 2019. We believe the growth in hernia repair procedures, increased incidence of obesity, aging demographics and incidence and awareness of infection and rejection of synthetic or other biologically-derived meshes, is driving the need for new therapies. Our UBM platform technology Our UBM platform technology is built on over 40 years of tissue regeneration and ECM constructs research. Our platform technology is based on an ECM comprised of the two innermost layers of porcine urinary bladder depicted in the image below. The epithelial basement membrane on one side of the ECM is a thin, delicate membrane of proteins that serves as a natural barrier to separate tissue layers. The lamina propria layer on the opposite side is rough and absorptive, serving as a porous scaffold that allows for the body's cells to infiltrate the UBM. Through our proprietary manufacturing process, we retain both of these layers while removing cellular content without the use of harsh and damaging detergents or chemicals. Our ability to retain these two layers differentiates our products from other ECM-based products. Specifically, our products contain a protein composition that ACell, Inc. (Exact name of Registrant as specified in its charter) Table of Contents provides a surface for cellular ingrowth and maturation, with the intent to help restore natural tissue function at the wound or surgical site. In addition, we use a proprietary processing method to remove the cellular content specific to a pig. This decellularization process isolates the ECM of the tissue, resulting in products that are acellular scaffolds appropriate for use in humans. When used to treat a wound or soft tissue surgical defect, these scaffolds provide a platform for the body's cells to populate and differentiate, resulting in biomechanically-functional tissue. In a normal healing process, the body works to close disrupted tissues to prevent infection and further tissue damage, often resulting in the development of fibrous scar tissue and potentially diminishing biomechanical functionality. This process is largely regulated by macrophages in the immune system. There are two main types of macrophages involved in the healing process: M1, or pro-inflammatory macrophages, and M2, or anti-inflammatory macrophages. While pro-inflammatory M1 macrophages play an important role in the early stages of normal wound healing, the ability of the body to transition to a predominately M2 macrophage environment is crucial to promote repair and regeneration of damaged tissues. The unique structure and composition of UBM is designed to provide an environment in which macrophages are more likely to exhibit an M2-type healing response. While an M1 process often results in increased inflammation and scarring, in an M2 process, the macrophages and other cells break down the UBM as the body naturally generates new proteins, remodeling the scaffold into a tissue that is similar to the native tissue structure and biomechanical function while potentially reducing scarring and resulting in better aesthetic outcomes. Delaware (State or other jurisdiction of incorporation or organization) 3841 (Primary Standard Industrial Classification Code Number) 04-3496380 (I.R.S. Employer Identification Number) 6640 Eli Whitney Drive Columbia, Maryland 21046 (800) 826-2926 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Table of Contents Our UBM products The following table summarizes the key indications and attributes of our currently marketed products: Limitations of competitive biologically-derived and synthetic products The clinical goal in the treatment of moderate to severe wounds and soft tissue surgical defects is to promote healing through the restoration of natural, functional tissue while avoiding adverse reactions such as infection, chronic inflammation, excessive scarring and undesirable aesthetic outcomes. There are a number of currently available alternative products that are typically used for complex wound Patrick A. McBrayer President and Chief Executive Officer ACell, Inc. 6640 Eli Whitney Drive Columbia, Maryland 21046 (800) 826-2926 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents treatment, including those made from biologic tissue such as human, porcine, bovine and ovine sources and those made from synthetic materials such as polyethylene, polypropylene or polyester. Biologically-derived products include chemically strengthened, or crosslinked, products and cellular, acellular and amniotic products. We believe characteristics of competing products including (i) the type of tissue or synthetic material utilized, (ii) the processing techniques required and (iii) physical attributes including thickness, porosity, pliability and form, can limit the functional healing response of the body. Specifically, we believe these limitations include: Risk of foreign body response and inflammation. Use of synthetic and many biologically-derived products can lead to a foreign body response, characterized by chronic inflammation and scarring. Limited remodeling, formation of scar tissue and infection. Rather than remodel functional tissue, many synthetic and biologically-derived products heal through the formation of scar tissue, thereby limiting the body's healing response and potentially leading to decreased function, prolonged healing times, infection, dehiscence and other surgical complications. Limited or lack of resorption. The body has difficulty resorbing crosslinked and synthetic products, limiting the body's natural healing process and resulting in complications such as adhesions, fistula formation and product erosion into surrounding tissues and organs. Limited application versatility. The strength levels and handling characteristics of synthetic and biologically-derived products vary, which can limit their range of applications depending on the needs for strength and conformability for a given type of wound being treated. Furthermore, most synthetic and biologically-derived products come in sheet form and lack alternative configurations, such as a particulate formulation, making the management of wounds or defects with irregular topographies more difficult. Limited storage flexibility and logistical challenges. Many currently available products have manufacturing and storage limitations that restrict their use and potential range of applications. Cost-effectiveness concerns. We believe the cost-effectiveness of such products, taking into account both clinical performance and price, is an important consideration for use. While synthetic products can be effective and are typically lower priced, they can lead to costly complications and a higher overall cost of care. Biologically-derived products can be effective when synthetic products fail or are not appropriate, but typically command a higher price. Key advantages of our products Our products support the body's natural remodeling process and address many of the limitations of competitive biologically-derived and synthetic products. The advantages of our products include: Clinically favorable healing with reduced foreign body response and inflammation. Unlike synthetic and many other biologically-derived products, our products are acellular scaffolds that the body recognizes as natural tissue, which facilitates new healthy tissue growth while avoiding foreign body response. Both the non-synthetic and fully resorbable nature of our products allow for rapid cell infiltration in the wound tissue where scarring would typically occur, leading to the restoration of functional tissue with more desirable aesthetic outcomes. Moreover, our products can be placed in challenging defects while avoiding many of the clinical complications associated with chronic inflammation. Natural, functional tissue remodeling in place of scar tissue. Our products facilitate the body's ability to form tissue that has characteristics similar to natural, uninjured tissue. This feature minimizes encapsulation, related infections and complications associated with the formation of scar tissue and tissue adhesions. Copies to: Darren DeStefano Christian E. Plaza Katie Kazem Cooley LLP 11951 Freedom Drive Reston, Virginia 20190 (703) 456-8034 Christopher F. Branch Chief Operating Officer and General Counsel ACell, Inc. 6640 Eli Whitney Drive Columbia, Maryland 21046 (800) 826-2926 Benjamin K. Marsh William A. Magioncalda Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, New York 10018 (212) 813-8800 Table of Contents Non-crosslinked and resorbable. Our products do not require harsh chemicals to decellularize the porcine bladder material. Furthermore, the composition of our products does not require crosslinking to achieve adequate strength. These characteristics allow our products to be highly resorbable by the body, which facilitates the body's natural healing process. Broad application versatility. The physical properties of our technology combined with our ability to offer our products in a variety of forms enable us to address a wide range of clinical applications. Our products are available as flexible sheets that vary in the number of UBM layers and sizing as well as in a particulate formulation that is especially useful for wounds or defects with irregular topographies. In applications like hernia repair, in which strength is a significant consideration, we manufacture various configurations to enable clinicians to provide the appropriate products to their patients. In addition, our sheet and particulate products are cleared by the FDA for concomitant use in wound management, which we believe enables clinicians to more thoroughly and uniformly address the wound site and differentiates us from our competitors. Convenience and ease of use. Our products have a two-year shelf life, can be stored at room temperature and do not require special handling. These attributes may provide greater convenience for our customers compared to other biologically-derived products. Moreover, because our products are not human-derived, they are not subject to The American Association of Tissue Banks requirements, which enables ease of access to our products. Cost-effective alternative. We offer products with high clinical utility as part of the treatment of a broad range of moderate to severe traumatic wounds and the reinforcement of soft tissue surgical defects. We believe that because our products provide durable wound repair and restoration of natural tissue, while avoiding many clinical complications often associated with other biologic and synthetic alternatives, we provide cost-effective solutions. Our growth strategies We strive to enhance our position as a leading regenerative medicine company focused on the development, manufacture and commercialization of acute care solutions as part of the treatment and management of moderate to severe wounds and reinforcement of soft tissue surgical defects. In order to achieve this goal, we seek to establish our products as standards of care across multiple delivery channels by employing the following strategies: Increase awareness of our products in the markets in which we compete. We intend to broaden our market presence by further increasing awareness of our differentiated technology, products and brand among hospitals, wound care centers, long-term acute care hospitals, or LTACHs, government facilities, ambulatory surgical centers, physician offices and patient advocates, as well as other key clinical and economic decision-makers. Continue the development of data supporting the clinical benefits of UBM. We intend to grow the body of clinical evidence supporting the benefits and efficacy of UBM in order to further drive adoption of our products. We are conducting post-market studies which we believe can expand the commercialization potential for our existing portfolio, primarily by broadening clinical differentiation and reimbursement coverage for additional care settings. Expand and enhance the effectiveness of our U.S. commercial organization to achieve greater market adoption. Through disciplined expansion and development of our sales and marketing teams, we intend to focus our sales and marketing efforts to grow our business by: -Further penetrating existing acute care customer accounts. We intend to leverage our established contracts with hospitals, hospital networks, GPOs, IDNs and government facilities to drive further penetration in acute care settings. Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. Table of Contents -Growing our acute care customer base. In addition to our existing acute care accounts, we plan to add new acute care customers, both within the traditional hospital setting, as well as through the targeting of LTACHs and facilities operated by the Department of Veterans Affairs. -Selectively expanding the sale of our products into non-acute care facilities. We believe our direct sales force will be able to strategically drive adoption and utilization of our products in some non-acute care facilities, such as outpatient wound management centers and physician's offices, representing a potential opportunity for longer-term growth. Expand our international sales opportunities. We will continue to work with distributors to attain regulatory approval for our products in additional jurisdictions outside of the United States. We expect to continue to expand our international sales opportunities in the following regions: -APAC: China and South Korea represent our most significant opportunities within APAC due to high unmet demand for quality healthcare, increasing initiatives by governments to improve healthcare infrastructure, growing awareness about the clinical benefits of regenerative medicine among end-users and the increasing prevalence of chronic and acute diseases. -EMEA: Western Europe represents our most significant opportunity in EMEA due to the increasing incidence of acute and chronic diseases, high awareness of technologically advanced regenerative therapies and the rapidly aging population. -Rest of world: The need for treatment and management of moderate to severe wounds and reinforcement of soft tissue surgical defects is a global issue. We plan on selectively entering additional international markets based on varying country-specific factors, including the regulatory environment, awareness and advocacy of regenerative medicine technologies, healthcare infrastructure and economic development. Expand and enhance our product portfolio, including expanding treatment applications, to grow our addressable markets. We intend to submit additional 510(k) premarket notifications to the FDA in the coming years, as well as actively consider other product opportunities that may require a premarket approval application or biologics license application. We also intend to pursue a number of initiatives, which include adding features and designs to our existing products, as well as expanding treatment applications for these products. If successful, we believe these additional applications may provide opportunities to increase future sales by allowing us to address large, underserved markets. Effects of the COVID-19 pandemic on our business With the global spread of the ongoing COVID-19 pandemic, we have implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on our employees, customers and business. For example, we have implemented new safety measures designed to minimize risk for our employees and, ultimately, our customers, such as enacting new employee screening procedures for possible COVID-19 exposure, having certain employees work in two-week rotating shifts and allowing certain employees to work from home. Given the global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic, our business, financial condition, results of operations and growth prospects have been, and we believe are likely in the near-term to continue to be, adversely affected. See the section titled "Risk factors" in this prospectus for more details on the risks we face as a result of the COVID-19 pandemic. We continue to closely monitor the COVID-19 situation as we evolve our business continuity plans and response strategy. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered(1) Proposed maximum offering price per share Proposed maximum aggregate offering price(1)(2) Amount of registration fee(2)(3) Common stock, par value $0.001 per share 5,750,000 $16.00 $92,000,000 $11,941.60 (1)Includes 750,000 shares of common stock that the underwriters have the option to purchase to cover over-allotments, if any. (2)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) of the Securities Act of 1933, as amended. (3)Previously paid. Table of Contents Recent Developments We began to observe a decline in procedure volumes in the second half of March 2020, driven by impacts of the COVID-19 pandemic. Factors that specifically impacted our business included limitations on access to hospitals, reduced incidents of trauma driven by restricted mobility and deferrals of elective procedures. However, in April 2020, as hospital access began to resume and restrictions on mobility began to lift in certain areas in the United States, we began to observe a gradual recovery in weekly procedure volumes. Based on available information to date, for the three months ended June 30, 2020, we estimate that we achieved revenue of $19.4 million to $19.7 million, representing a decrease of approximately 21.2% to 22.4% on a year-over-year basis from $25.0 million for the three months ended June 30, 2019. Our business and revenues gradually began to recover throughout the second quarter of 2020 and while estimated sales during the months of April and May were lower than in the corresponding months in the prior year period, estimated sales in June were higher as compared to June 2019. These estimates are preliminary and unaudited. In addition, such preliminary revenue data is based on our current expectations and may be adjusted as a result of, among other things, the completion of our quarter-end financial and accounting closing procedures for the quarter ended June 30, 2020 and other developments that may arise between now and the time the financial results for this period are finalized, and should not be viewed as a substitute for full quarterly financial statements prepared in accordance with accounting principles generally accepted in the United States.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001273636_applied_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001273636_applied_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001273636_applied_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001293310_humanigen_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001293310_humanigen_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6efc769c0b25ffa706a218789d3d195bfdd3633b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001293310_humanigen_prospectus_summary.txt
@@ -0,0 +1,3127 @@
+PROSPECTUS
+SUMMARY
+
+ 
+
+The following summary highlights information contained
+elsewhere in this prospectus and does not contain all of the information you should consider before investing in our common stock.
+You should read the entire prospectus carefully, including Risk Factors, Management s Discussion and
+Analysis of Financial Condition and Results of Operations, and our financial statements and the related notes, in each case
+included in this prospectus before making an investment decision.
+
+ 
+
+In this prospectus, unless we indicate otherwise or
+the context requires, references to the Company, Humanigen, we, our, ours, 
+and us refer to Humanigen, Inc. The following summary is qualified in its entirety by the more detailed information
+and financial statements and notes thereto included elsewhere in this prospectus.
+
+ 
+
+Overview 
+
+ 
+
+We are a clinical stage biopharmaceutical company, developing
+our clinical stage COVID-19 immunology and immuno-oncology portfolio of monoclonal antibodies. We are focusing our efforts on the
+development of our lead product candidate, lenzilumab, our proprietary Humaneered ( Humaneered or Humaneered )
+anti-human granulocyte-macrophage colony-stimulating factor ( GM-CSF ) immunotherapy.
+
+ 
+
+Our proprietary and patented Humaneered technology platform
+is a method for converting existing antibodies (typically murine) into engineered, high-affinity human antibodies designed for
+therapeutic use, particularly for chronic conditions. We have developed or in-licensed targets or research (mouse) antibodies,
+typically from academic institutions, and then applied our Humaneered technology to them. Lenzilumab and our other two product
+candidates, ifabotuzumab and HGEN005, are Humaneered antibodies. Our Humaneered antibodies are closer to human antibodies than
+chimeric or conventionally humanized antibodies and have a high affinity for their target but low immunogenicity. Specifically,
+our Humaneered technology generates an antibody from an existing antibody with the required specificity as a starting point and,
+we believe, provides the following additional advantages:
+
+ 
+
+ high potency;
+
+ slow off-rate;
+
+ high solubility;
+
+ retention of identical target epitope specificity and generation of higher affinity antibodies;
+
+ high antibody expression yields;
+
+ attractive cost-of-goods; 
+
+ physiochemical properties that facilitate process development and formulation;
+
+ lack of aggregation at high concentration;
+
+ very-near-to-human germ line sequence (which means they are less likely to induce an inappropriate
+immune response when used chronically, which has proven to be the case in clinical studies); and
+
+ an optimized antibody processing time of three to six months.
+
+ 
+
+Lenzilumab is a monoclonal antibody
+that has been proven in animal models to neutralize GM-CSF, a cytokine that we believe is of critical importance in the inflammatory
+cascade, sometimes referred to as cytokine release syndrome ("CRS") or cytokine storm, associated with COVID-19, chimeric
+antigen receptor T-cell ("CAR-T") therapy and acute Graft versus Host Disease ("GvHD") related side-effects.
+Lenzilumab binds to and neutralizes soluble, circulating GM-CSF.
+
+ 
+
+Published scientific evidence links GM-CSF expression to
+serious and potentially life-threatening outcomes in respiratory conditions such as COVID-19 pneumonia. Evidence also indicates
+a potential causal role of GM-CSF expression in serious and potentially life-threatening side-effects associated with CAR-T therapy,
+and reduced efficacy in CAR-T therapies approved by the U.S. Food and Drug Administration ("FDA"). As a result, while
+we believe our leadership position in GM-CSF pathway science and cytokine storm presents us with a diverse set of development
+opportunities, we currently are focused on developing lenzilumab for three primary indications:
+
+ 
+
+ As
+ a therapy targeting severe outcomes in hospitalized patients with confirmed COVID-19
+ pneumonia;
+
+ As
+ a sequenced therapy ahead of CAR-T administration in CD19 targeted CAR-T therapies; and
+
+ As
+ an early treatment or potential prophylaxis for acute GvHD in high and intermediate risk
+ patients.
+
+ 
+
+Our Development Program for Lenzilumab
+
+ 
+
+COVID-19
+
+ 
+
+ We are currently enrolling patients
+in a Phase III multi-center, randomized, placebo-controlled, double-blinded, clinical trial in the setting of COVID-19. There
+are currently 17 clinical sites across the U.S. actively recruiting patients. The Phase III trial will assess the safety and efficacy
+of lenzilumab in reducing severe outcomes in hospitalized adult patients with confirmed severe or critical COVID-19 pneumonia.
+On May 6, 2020, we announced that the first patient had been randomized in the Phase III lenzilumab COVID-19 study. 
+
+ 
+
+ 
+
+ 1 
+
+ Table of Contents
+
+ 
+
+ 
+
+ 
+
+There are currently no products approved
+by the FDA for the prevention of CRS/cytokine storm associated with COVID-19. There are numerous products currently in development
+for COVID-19 which can be broadly categorized as direct-acting antivirals, immunomodulators, and other preventative strategies
+such as vaccines. Recently, remdesivir (a direct-acting antiviral) has been given emergency use authorization by the FDA for COVID-19
+based on results from the NIAID ACTT-1 trial. In this trial, remdesivir demonstrated improvement in the primary endpoint of time
+to recovery reducing this measurement by four days (11 days in the remdesivir cohort vs. 15 days in the placebo cohort). There
+was not a statistically significant difference in mortality between the remdesivir treated cohort and the placebo cohort. Other
+direct acting antiviral agents such as lopinavir/ritonavir and hydroxychloroquine (with or without a macrolide) have not demonstrated
+efficacy in randomized controlled trials to date. In addition, no immunomodulator therapy has proven efficacy in a randomized
+controlled clinical trial in the setting of COVID-19 and the two leading IL-6 inhibitors, Actemra (tocilizumab) and Kevzara (sarilumab)
+both recently failed to demonstrate efficacy in randomized, placebo-controlled studies in COVID-19 patients.
+
+ 
+
+We believe that, as an upstream regulator
+of cytokine storm, GM-CSF neutralization with lenzilumab may offer advantages over other immunomodulator strategies that either
+target other downstream cytokines such as IL-1, IL-6, CCR5 or MIP-1 alpha or are broadly immunosuppressive and target cytokine
+signaling pathways non-selectively through JAK inhibition. In addition, lenzilumab is the only immunomodulator that was in an
+active clinical trial in another indication to prevent cytokine storm prior to embarking upon the Phase III COVID-19 trial and
+is currently the only agent in an active Phase III trial targeting GM-CSF.
+
+ 
+
+ Lenzilumab was granted emergency single use Investigational
+New Drug Application ("IND") authorization from the FDA (often referred to as compassionate use) to treat patients
+with COVID-19. On June 15, 2020, we announced that Mayo Clinic published data derived from the compassionate use of lenzilumab
+in treatment of 12 patients hospitalized in the Mayo Clinic system. Under applicable FDA rules, a patient cannot receive a compassionate
+use drug unless FDA has issued an individual patient emergency IND authorization, which the Mayo Clinic requested from FDA prior
+to each individual patient dosing of lenzilumab. Accordingly, there was no randomized control group in the Mayo Clinic program.
+We did not pre-select patients to receive lenzilumab through the compassionate use program and did not deny any requests for compassionate
+use. Mayo Clinic clinicians solely determined which patients for which they would request emergency IND authorization from the
+FDA. 
+
+ 
+
+The patients receiving lenzilumab had severe
+or critical pneumonia as a result of COVID-19. They were also viewed as being at high risk of further disease progression.
+All patients required oxygen supplementation and had elevation in at least one inflammatory biomarker prior to receiving
+lenzilumab. All patients had at least one co-morbidity associated with poor outcomes in COVID-19 and several patients had
+multiple co-morbidities: 58% had diabetes mellitus, 58% had hypertension, 58% had underlying lung diseases, 50% were obese
+(defined as a BMI greater than 30), 17% had chronic kidney disease and 17% had coronary artery disease. The median age was 65
+years.
+
+ 
+
+Patients receiving lenzilumab showed rapid clinical improvement
+with a median time to recovery of five days, median time to discharge of five days and 100% survival to the data cut-off date.
+Patients also demonstrated rapid improvement in oxygenation, temperature, and inflammatory cytokines consistent with the improved
+clinical outcomes. At the cut-off date, 11 of the 12 patients had been discharged.
+
+ 
+
+ On July 27, 2020, we announced that the National
+Institute of Allergy and Infectious Diseases ("NIAID"), a part of the National Institutes of Health ("NIH"),
+which is part of the United States Government Department of Health and Human Services ("HHS") as represented by the
+Division of Microbiology and Infectious Diseases ("DMID"), and Humanigen have executed a clinical trial agreement
+for lenzilumab as an agent to be evaluated in the NIAID-sponsored Big Effect Trial ("BET") in hospitalized patients
+with COVID-19. 
+
+ 
+
+ BET will help advance NIAID s strategic plan
+for COVID-19 research, which includes conducting studies to advance high-priority therapeutic candidates. Identification of agents
+with novel mechanisms of action for therapy is a strategic priority. 
+
+ 
+
+ This trial builds on initial data from NIAID s
+Adaptive COVID-19 Treatment Trial (ACTT) that demonstrated Gilead s investigational antiviral, remdesivir, may improve time
+to recovery in hospitalized patients with COVID-19. BET will evaluate the combination of lenzilumab and remdesivir on treatment
+outcomes versus placebo and remdesivir in hospitalized COVID-19 patients. The trial is expected to enroll 100 patients in each
+arm of the study with an interim analysis for efficacy after 50 patients have been enrolled in each arm. 
+
+ 
+
+ With data from the BET and our ongoing Phase III study, we expect to have
+data from approximately 500 hospitalized COVID-19 patients. 
+
+ 
+
+ 
+
+ 2 
+
+ Table of Contents
+
+ 
+
+ 
+
+ 
+
+CAR-T Therapies
+
+ 
+
+Our current clinical and regulatory development
+plan in the CAR-T setting is focused on a collaboration agreement we executed with Kite Pharmaceuticals, Inc., a Gilead company
+("Kite"), in May 2019, which we refer to as the Kite Agreement. Pursuant to the Kite Agreement, the parties have agreed
+to conduct and are currently enrolling patients for a multi-center Phase 1b/2 study ("ZUMA-19") of lenzilumab with
+Kite s YESCARTA in patients with relapsed or refractory B-cell lymphoma, including diffuse large B-cell lymphoma ("DLBCL").
+Kite is the sponsor of ZUMA-19 and is responsible for its conduct. The primary objective of ZUMA-19 is to determine the effect
+of lenzilumab on the safety of YESCARTA. In addition, efficacy and healthcare resource utilization will be assessed. On June 30,
+2020, we announced that the first patient had been infused in the ZUMA-19 study.
+
+ 
+
+Kite s YESCARTA is one of two CAR-T
+therapies that have been approved by FDA and is the leading CAR-T by revenue. We believe our collaboration with Kite is the only
+current clinical collaboration that is enrolling patients with the potential to improve both the safety and efficacy of CAR-T therapy.
+The Kite Agreement is non-exclusive. Depending upon FDA feedback, we believe ZUMA-19 may serve as the basis for registration for
+lenzilumab in the CAR-T setting.
+
+ 
+
+GvHD
+
+ 
+
+We are collaborating with IMPACT, a clinical trial partnership
+of 23 transplant centers in the United Kingdom, in planning a potential randomized, placebo controlled, Phase II/III study focused
+on early intervention with lenzilumab in patients at high risk or intermediate risk for steroid refractory acute GvHD based on
+specific biomarkers. The goal of the trial, as it is currently contemplated, would be to determine the efficacy and safety
+of lenzilumab in reducing non-relapse mortality at six months.
+
+ 
+
+Our Pipeline
+
+ 
+
+In addition to these programs with lenzilumab,
+we are also exploring the effectiveness of our GM-CSF neutralization technologies (either through the use of lenzilumab as a neutralizing
+antibody, or through GM-CSF gene knockout) in combination with other CAR-T, T-cell engaging, and immunotherapy treatments to break
+the efficacy/toxicity linkage including the prevention and/or treatment of GvHD while preserving graft-versus-leukemia ("GvL")
+benefits in patients undergoing allogeneic hematopoietic stem cell therapy ("HSCT"). In this context, GvHD is akin
+to cytokine storm and we believe this to be a similar mechanism and driven by elevated GM-CSF levels.
+
+ 
+
+We believe that we have built a strong
+intellectual property position in the area of GM-CSF neutralization through multiple approaches and mechanisms, as they pertain
+to COVID-19, CAR-T, GvHD and multiple other oncology/transplantation, inflammation, fibrosis and autoimmune conditions which may
+be driven by GM-CSF.
+
+ 
+
+Our clinical-stage pipeline also comprises a further Phase
+I study which is almost fully enrolled with ifabotuzumab in glioblastoma multiforme ("GBM") and potentially other
+solid cancers and an additional Phase II study in CMML. We also have a focus on creating safer and more effective CAR-T therapies
+in hematologic malignancies and solid tumors via three key modalities:
+
+ 
+
+ Combining FDA-approved and development stage CAR-T therapies with lenzilumab;
+
+ Creating next-generation gene-edited CAR-T therapies using GM-CSF gene knockout technologies; and
+
+ Exploring the effectiveness of our GM-CSF neutralization technologies (either through the use of
+lenzilumab as a neutralizing antibody or through GM-CSF gene knockout) in combination with other CAR-T, T-cell engaging, and immunotherapy
+treatments, including allogeneic HSCT.
+
+ 
+
+ 
+
+ 3 
+
+ Table of Contents
+
+ 
+
+ 
+
+ 
+
+These product candidates are in the early stage of development
+and will require substantial time, resources, research and development, and regulatory approval prior to commercialization. Furthermore,
+none of these product candidates have been approved for marketing and it may be years, if this occurs at all. Our current pipeline
+is depicted below:
+
+ 
+
+ 
+
+1 Phase III may not be necessary
+for approval in ZUMA-19; precedent is CAR-Ts to date have been approved on Phase II data 
+
+2 UK 
+
+3 US, EU, Australia 
+
+4 Australia 
+
+ 
+
+Our Team
+
+ 
+
+We have assembled an experienced management team with significant biotech
+and immuno-oncology expertise. Since January 2016, our team has been led by our chairman who was subsequently, in March 2016, appointed
+as our chief executive officer, Dr. Cameron Durrant, a medical doctor who also holds an MBA and several post-graduate medical qualifications.
+Prior to joining our company, Dr. Durrant held senior executive positions at multinational pharmaceutical companies including Johnson
+& Johnson, Pharmacia Corporation ( Pharmacia ) (acquired by Pfizer), GlaxoSmithKline and Merck, as well as entrepreneurial
+roles with smaller biotech companies.
+
+ 
+
+ On August 3, 2020, we announced that Timothy Morris was
+appointed as our Chief Operating Officer and Chief Financial Officer, effective August 1, 2020. From June 2016 until his
+appointment as our Chief Operating Officer and Chief Financial Officer, Mr. Morris served as a member of our Board. Mr.
+Morris formerly served as the Chief Financial Officer of Iovance Biotherapeutics, a publicly traded immuno-oncology biotech
+company (Nasdaq: IOVA), from August 2017 to June 2020. Mr. Morris has extensive
+operational experience with public companies in the biopharmaceutical industry, particularly in the areas of finance and
+corporate development. 
+
+ 
+
+On July 7, 2020, we announced the addition of two new members to our executive
+management team. Dr. Dale Chappell, the managing member of Black Horse Capital Management LLC ("BH Management"), a
+private investment manager that specializes in biopharmaceuticals and a significant stockholder, joined the company in a full-time
+role as our Chief Scientific Officer. Dr. Chappell, who received his MD from Dartmouth Medical School and his MBA from Harvard
+Business School, began his career as a Howard Hughes Medical Institute fellow at the National Cancer Institute where he studied
+tumor immunology, worked as a researcher in the labs of Dr. Steven A. Rosenberg (widely thought of as one of the pioneers in CAR-T
+therapy) and Dr. Nicholas P. Restifo (a leading researcher in the field of immunology) and is published in the field of GM-CSF,
+giving him clear insights into the development and execution of our business strategy. In addition, David Tousley joined the company
+as Chief Accounting and Administrative Officer, Corporate Secretary and Treasurer. Mr. Tousley has held a number of senior finance
+and accounting roles within the industry, including serving as Executive Vice President and Chief Financial Officer and President
+and Chief Operating Officer at companies including Pasteur Merieux Connaught (now Sanofi Pasteur), AVAX Technologies, Inc. (Nasdaq:
+AVXT) and DARA BioSciences (Nasdaq: DARA). Mr. Tousley has led functions including finance and accounting, procurement, customer
+account management, strategic and financial planning and management, corporate governance, equity capital financing and business
+development.
+
+ 
+
+ 
+
+ 4 
+
+ Table of Contents
+
+ 
+
+ 
+
+ 
+
+ Our board of directors actively supports Dr. Durrant and our team in the
+development and execution of the company s business strategy. The four other members of our board, each of whom is independent,
+offer extensive experience in biotech/pharmaceuticals, finance and law, including: 
+
+ 
+
+ Bob Savage, the former Worldwide Chairman of J&J Pharmaceuticals, has extensive experience serving on boards of publicly
+traded biotech companies;
+
+ Dr. Rainer Boehm, the former interim CEO and Chief Commercial and Chief Medical Affairs Officer of Novartis Pharma, also serves
+as a member of the board of directors of Cellectis, a leading allogeneic CAR-T company;
+
+ Cheryl
+ Buxton has, for the past 25 years, worked at Korn/Ferry International, the world s
+ largest executive search company, currently serving as the Korn/Ferry Vice Chairman,
+ Global Sector Leader, Pharmaceuticals; and 
+
+ Ron Barliant, a former bankruptcy judge, has significant legal experience counseling management teams and boards of directors
+of companies with complex financial needs.
+
+ 
+
+Risks Associated with Our Business
+
+ 
+
+Our business is subject to numerous risks and uncertainties, including those
+highlighted in the section entitled Risk Factors immediately following this prospectus summary. These risks include,
+but are not limited to, the following:
+
+ 
+
+ We have a history of operating losses, we expect to continue to incur losses, and we may never become profitable;
+
+ Our business is solely dependent on the success of our current product candidates and technology platforms. We cannot be certain
+that we will be able to obtain regulatory approval for, or successfully develop or commercialize, any of our product candidates,
+which are at an early stage of development;
+
+ The evolution of scientific discovery around the coronavirus, COVID-19 and the lung dysfunction resulting in some patients
+may indicate that cytokine storm is caused by or results from something other than elevated GM-CSF levels, which might limit or
+eliminate the utility of lenzilumab as a part of a potential COVID-19 therapy;
+
+ If our competitors develop and receive FDA approval for treatments or safe and effective vaccines for COVID-19 which are widely
+utilized, our commercial opportunity may be reduced or eliminated;
+
+ We may be unable to successfully complete our Phase III trial of lenzilumab for the prevention and treatment of cytokine storm
+in COVID-19 pneumonia;
+
+ The COVID-19 pandemic, or any other health epidemic, may have a negative impact on our business, our clinical trials, our research
+programs, healthcare systems or the global economy as a whole;
+
+ We have in the past relied, and may rely in the future, on third parties to conduct investigator-sponsored trials ( ISTs )
+of lenzilumab, our GM-CSF gene knockout platform, and our other immunotherapies, which is cost-effective for us but affords the
+investigators the ability to retain significant control over the design and conduct of the trials, as well as the use of the data
+generated from their efforts;
+
+ The adoption of CAR-T therapies as the potential standard of care for treatment of certain cancers is uncertain, and dependent
+on the efforts of a limited number of market entrants, and if not adopted as anticipated, a market for lenzilumab in combination
+with CAR-T therapies or gene-edited CAR-T therapies may not develop;
+
+ We may be unable to successfully pursue the Kite collaboration;
+
+ If third parties do not conduct the trials in accordance with our agreements with them, our ability to pursue our clinical
+development programs could be delayed or unsuccessful and we may not be able to obtain regulatory approval for or commercialize
+our product candidates;
+
+ Our product candidates are subject to extensive regulation, compliance with which is costly and time consuming, may cause unanticipated
+delays, or may prevent the receipt of the required approvals to commercialize our product candidates;
+
+ We have a limited staff, and rely heavily on outside consultants to conduct our business under the leadership of Dr. Durrant.
+If we fail to attract and retain key management and clinical development personnel, or if the attention of such personnel is diverted,
+we may be unable to successfully manage our business and develop or commercialize our product candidates;
+
+ If our competitors develop treatments for the target indications of our product candidates that are approved more quickly,
+marketed more successfully or are demonstrated to be safer or more effective than our product candidates, or if the FDA approves
+biosimilar competitors to our products post-approval, our commercial opportunity will be reduced or eliminated;
+
+ If any product candidate that we successfully develop does not achieve broad market acceptance among physicians, patients,
+healthcare payers and the medical community, the revenue that it generates may be limited;
+
+ Reimbursement may be limited or unavailable in certain market segments for our product candidates, which could make it difficult
+for us to sell our product candidates profitably;
+
+ We rely completely on third parties, most of which are sole source suppliers, to supply drug substance and manufacture drug
+product for our clinical trials and preclinical studies and intend to rely on other third parties to produce commercial supplies
+of product candidates, and our dependence on third parties could adversely impact our business;
+
+ We may not be successful in establishing and maintaining development partnerships and licensing agreements, which could adversely
+affect our ability to develop and commercialize product candidates;
+
+ If we fail to adequately protect or enforce our intellectual property rights or secure rights to patents of others, the value
+of our intellectual property rights would diminish, and our business and competitive position would suffer;
+
+ We
+ may not be successful in our attempt to list our common stock on the Nasdaq Capital Market;
+
+ We
+ will need additional capital to develop and commercialize our product candidates and
+ technology platforms, and our access to capital funding is uncertain;
+
+ 
+
+ 
+
+ 5 
+
+ Table of Contents
+
+ 
+
+ 
+
+ 
+
+ The concentration of our common stock owned by insiders may limit the ability of our other stockholders to influence corporate
+matters and may contribute to volatility in our stock price;
+
+ We have identified material weaknesses in our internal control over financial reporting and may be unable to maintain effective
+control over financial reporting. Any material weaknesses in our internal control over financial reporting in the future could
+adversely affect investor confidence, impair the value of our common stock and increase our cost of raising capital;
+
+ Pending, threatened or future litigation or governmental proceedings could result in material adverse consequences, including
+judgments or settlements; and
+
+ Our stock price is volatile and purchasers of our common stock could incur substantial losses.
+
+ 
+
+Corporate Information
+
+ 
+
+We were incorporated on March 15, 2000 in California and reincorporated as
+a Delaware corporation in September 2001. We completed our initial public offering in January 2013. Effective August 7, 2017, we
+changed our legal name to Humanigen, Inc. We maintain a website at www.humanigen.com where you may obtain copies of our reports,
+information and proxy statements and other filings with the SEC as soon as they are filed. Information contained on our website
+is not part of this prospectus, and the inclusion of our website address in this prospectus is intended to be an inactive textual
+reference only. The address of our principal executive office is 533 Airport Boulevard, Suite 400 Burlingame, CA 94010 and our
+telephone number is (650) 243-3100.
+
+ 
+
+The Offering
+
+ 
+
+ Common stock offered by the
+
+Selling Stockholders
+ 82,563,584 shares, consisting of: 
+
+ 
+ 
+
+ 
+ 82,528,718 shares of common stock issued pursuant to a June 1, 2020 securities purchase agreement; and
+
+ 
+ 
+
+ 
+ 34,866 shares
+ issued at the direction of Carter, Terry & Company, Inc. in connection with its performance of capital markets advisory services
+ for us.
+
+ 
+ 
+
+ Common stock outstanding 
+ 210,499,810 shares outstanding as of July 29, 2020,
+ excluding shares of common stock issuable upon the exercise of stock options and warrants. 
+
+ 
+ 
+
+ Use of proceeds
+ We will receive no proceeds from the sale of shares of common stock by the selling stockholders in this offering. See Use of Proceeds. 
+
+ 
+ 
+
+ OTCQB Venture Market Trading 
+
+Symbol
+ HGEN 
+
+ 
+ 
+
+ Risk factors
+ You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the Risk Factors section beginning on page 6 of this prospectus before deciding whether or not to invest in our common stock.
+
+ 
+
+ 
+
+ 6 
+
+ Table of Contents
+
+ 
+
+ 
+
+RISK FACTORS
+
+ 
+
+Investing in our securities involves a high degree
+of risk. Any of the risks and uncertainties set forth herein or therein could materially and adversely affect our business, results
+of operations and financial condition, which in turn could materially and adversely affect the trading price or value of our securities.
+As a result, you could lose all or part of your investment. The risks described in these documents are not the only ones we face.
+There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material
+adverse effects on our future results. Please also read carefully the section below entitled Special Note Regarding Forward-Looking
+Statements. 
+
+ 
+
+Risks Related to Our Common Stock and This Offering
+
+ 
+
+A significant portion of our total outstanding
+shares are eligible to be sold into the market in the near future, including pursuant to this offering, which could cause the market
+price of our common stock to drop significantly, even if our business is doing well.
+
+ 
+
+Sales of a substantial number of shares of our common
+stock in the public market, including pursuant to this offering, or the perception in the market that the holders of a large number
+of shares intend to sell shares, could depress the market price of our common stock
+and could impair our future ability to obtain capital, especially through an offering of
+equity securities. If there are more shares of common stock offered for sale than buyers are willing to purchase, then the
+market price of our common stock may decline to a market price at which buyers are willing to purchase the offered shares of common
+stock and sellers remain willing to sell the shares.
+
+ 
+
+Persons who were our stockholders prior to our issuance
+of common stock to certain of the selling stockholders pursuant to a June 1, 2020 securities purchase agreement continue to hold
+a substantial number of shares of our common stock. If such persons sell, or indicate an intention to sell, substantial amounts
+of our common stock in the public market, the trading price of our common stock could decline. In April 2018, we filed a registration
+statement registering additional shares of common stock that we may issue under the Humanigen,
+Inc. 2012 Equity Incentive Plan. These shares can be freely sold in the public market upon issuance, subject to volume limitations
+applicable to affiliates.
+
+ 
+
+Moreover, holders of a substantial number of shares of
+our common stock have rights, subject to specified conditions, to require us to file a registration statement covering their shares.
+Registration of these shares under the Securities Act of 1933, as amended (the Securities
+Act ), would result in the shares becoming freely tradable without restriction under the Securities Act, except for shares
+held by affiliates, as defined in Rule 144 under the Securities Act. Any sales of securities by these stockholders could have a
+material adverse effect on the trading price of our common stock. 
+
+ 
+
+The concentration of our common stock owned by
+insiders may limit the ability of our other stockholders to influence corporate matters and may contribute to volatility in our
+stock price.
+
+ 
+
+ We have a relatively small public float
+due to the ownership percentage of our executive officers and directors, and greater than 5% stockholders. Our directors, executive
+officers, and the other holders of more than 5% of our common stock together with their affiliates beneficially owned approximately
+72% of our common stock as of July 29, 2020. Some of these persons or entities may have interests that are different from our
+other stockholders, which could prevent or discourage unsolicited acquisition proposals or offers for our common stock that may
+be in the best interest of our other stockholders. This may also adversely affect the trading price of our common stock because
+investors may perceive disadvantages in owning stock in companies with a significant concentration of ownership. 
+
+ 
+
+As a result of our small public float, our common stock
+may be less liquid and have greater stock price volatility than the common stock of companies with broader public ownership. In
+addition, the trading of a relatively small volume of shares of our common stock may result in significant volatility in our stock
+price. If and to the extent ownership of our common stock becomes more concentrated, whether due to increased ownership by our
+directors and executive officers or other principal stockholders, or other factors, our public float would further decrease, which
+in turn would likely result in increased stock price volatility.
+
+ 
+
+Additionally, because a large amount of our stock is
+closely held, we may experience low trading volume or large fluctuations in share price and volume due to large sales by our principal
+stockholders. If our existing stockholders, particularly our directors, executive officers and the holders of more than 5% of our
+common stock, or their affiliates or associates, sell substantial amounts of our common stock in the public market, or are perceived
+by the public market as intending to sell substantial amounts of our common stock, the trading price of our common stock could
+decline significantly.
+
+ 
+
+ In conjunction with a June 1, 2020 securities purchase
+agreement, our directors, executive officers, and certain holders of more than 5% of our common stock together with their affiliates,
+which collectively beneficially owned approximately 50% of our common stock as of July 29, 2020, entered into lock-up agreements
+pursuant to which they have agreed to, among other things, not sell their shares of common stock or any securities convertible
+into or exercisable or exchangeable for common stock until 180 days after the closing of the private placement on June 2, 2020.
+Sales of a substantial number of such shares upon expiration of the lock-up agreements, the perception that such sales may occur,
+or early release of restrictions in the lock-up agreements, could cause the market price of our common stock to fall or make it
+more difficult for you to sell your common stock at a time and price that you deem appropriate. 
+
+ 
+
+ 7 
+
+ Table of Contents
+
+ 
+
+ 
+
+There is a limited trading market for our securities
+and we do not currently have an active public market for our securities, which means you may not be able to resell shares of our
+common stock publicly, if at all, at times or prices you feel are fair and appropriate. An active trading market for our common
+stock may not develop or be sustained.
+
+ 
+
+While our intention is to list our common stock on
+the Nasdaq Capital Market, our common stock is currently quoted on the OTCQB Venture Market, and trading in our common stock has
+been limited. The OTCQB Venture Market is generally understood to be a less active, and therefore less liquid, trading market
+than a national securities exchange. We cannot predict whether an active market for our common stock will ever develop in the
+future. In the absence of an active trading market:
+
+ 
+
+ investors may have difficulty buying and selling shares of our common stock; 
+
+ market visibility for shares of our common stock may be limited; 
+
+ a lack of visibility for shares of our common stock may have a depressive effect on the market
+price for shares of our common stock; and 
+
+ significant sales of our common stock, or the expectation of these sales, could materially and
+adversely affect the market price of our common stock.
+
+ 
+
+Our historically small trading volume in our common stock
+may make it difficult for our stockholders to sell their shares as and when they choose. Small trading volumes generally depress
+market prices. As a result, you may not be able to resell shares of our common stock publicly, if at all, at times or prices that
+you feel are fair or appropriate. 
+
+ 
+
+An inactive market may also impair our ability to raise
+capital and to fund operations by selling shares and may impair our ability to acquire additional intellectual property assets
+by using our shares as consideration.
+
+ 
+
+No assurance can be given that an active market will
+develop for the common stock or as to the liquidity of the trading market for the common stock. The common stock may be traded
+only infrequently in transactions arranged through brokers or otherwise, and reliable market quotations may not be available.
+
+ 
+
+We have applied to list our
+common stock on the Nasdaq Capital Market, but there is no assurance that our listing application will be approved by Nasdaq or
+that our common stock will ever be listed on the Nasdaq Capital Market or any other national securities exchange.
+
+ 
+
+While we have applied to list our
+common stock on the Nasdaq Capital Market, we cannot ensure that we will be able to satisfy the listing standards or that our
+common stock will be accepted for listing on the Nasdaq Capital Market. Should we fail to satisfy the initial listing standards
+of the Nasdaq Capital Market, or our common stock are otherwise rejected for listing, our common stock will continue to trade
+on the OTCQB Venture Market, in which event the trading price of our common stock could suffer, the trading market for our common
+stock may be less liquid, and our common stock price may be subject to increased volatility.
+
+ 
+
+Even if our common stock is accepted
+for listing on the Nasdaq Capital Market upon our satisfaction of the exchange s initial listing criteria, there can be
+no assurance that an active trading market for our common stock will develop or be sustained, and the Nasdaq Capital Market may
+subsequently delist our common stock if we fail to comply with ongoing listing standards.
+
+ 
+
+In the event we are able to list our
+common stock on the Nasdaq Capital Market upon our satisfaction of the exchange s initial listing criteria, the exchange
+will require us to meet certain financial, public float, bid price and liquidity standards on an ongoing basis in order to continue
+the listing of our common stock. In addition to specific listing and maintenance standards, the Nasdaq Capital Market will have
+broad discretionary authority over the initial and continued listing of securities, which it could exercise with respect to the
+listing of our common stock.
+
+ 
+
+If we fail to meet these continued
+listing requirements, our common stock may be subject to delisting. If our common stock is delisted from the Nasdaq Capital Market
+and we are not able to list our common stock on another national securities exchange, we expect our securities would be quoted
+on an over-the-counter market; however, if this were to occur, our stockholders could face significant material adverse consequences,
+including limited availability of market quotations for our common stock and reduced liquidity for the trading of our securities.
+In addition, in the event of such delisting, we could experience a decreased ability to issue additional securities and obtain
+additional financing in the future.
+
+ 
+
+Further, even if our common stock is listed on the Nasdaq
+Capital Market, there can be no assurance that an active trading market for our common stock will develop or be sustained after
+our initial listing.
+
+ 
+
+Raising additional funds by issuing securities
+or through licensing or lending arrangements may cause dilution to our existing stockholders, restrict our operations or require
+us to relinquish proprietary rights.
+
+ 
+
+To the extent that we raise additional capital by issuing
+equity securities, the share ownership of existing stockholders will be diluted. To the extent that additional capital is raised
+through the sale of equity or convertible debt securities, the issuance could result in further dilution to our stockholders by
+causing a reduction in their proportionate ownership and voting power.
+
+ 
+
+Any future debt financing may involve covenants that
+restrict our operations, including, among other restrictions, limitations on our ability to incur liens or additional debt, pay
+dividends, redeem our stock, make certain investments, and engage in certain merger, consolidation, or asset sale transactions.
+In addition, if we raise additional funds through licensing arrangements, it may be necessary to grant potentially valuable rights
+to our product candidates or grant licenses on terms that are not favorable to us.
+
+ 
+
+ 8 
+
+ Table of Contents
+
+ 
+
+ 
+
+We have identified material weaknesses in our internal
+control over financial reporting and may be unable to maintain effective control over financial reporting.
+
+ 
+
+In the course of the preparation and external audit of
+our consolidated financial statements for the fiscal year ended December 31, 2019, we and our independent registered public accounting
+firm identified a material weakness in our internal control over financial reporting related to our limited number
+of accounting and financial reporting personnel. A material weakness in internal control over financial reporting is a deficiency,
+or combination of deficiencies, in internal control over financial reporting that results in more than a reasonable possibility
+that a material misstatement of annual or interim consolidated financial statements will not be prevented or detected on a timely
+basis. We identified an insufficient degree of segregation of duties amongst our accounting and financial reporting personnel.
+
+ 
+
+We intend to work to remediate the material weaknesses
+identified above, which could include the addition of accounting and financial reporting personnel and/or the engagement of accounting
+and personnel consultants on a limited-time basis until we add a sufficient number of personnel.
+
+ 
+
+Any material weaknesses in our internal control
+over financing reporting in the future could adversely affect investor confidence, impair the value of our common stock and increase
+our cost of raising capital.
+
+ 
+
+If we are unable to remediate our material weakness over
+financial controls or we identify other material weaknesses or significant deficiencies in the future, our operating results might
+be harmed, we may fail to meet our reporting obligations or fail to prevent or detect material misstatements in our financial statements.
+Any such failure could, in turn, affect the future ability of our management to certify that internal control over our financial
+reporting is effective. Inferior internal control over financial reporting could also subject us to the scrutiny of the SEC and
+other regulatory bodies which could cause investors to lose confidence in our reported financial information and could subject
+us to civil or criminal penalties or stockholder litigation, which could have an adverse effect on our results of operations and
+the market price of our common stock.
+
+ 
+
+In addition, if we or our independent registered public
+accounting firm identify deficiencies in our internal control over financial reporting, the disclosure of that fact, even if quickly
+remedied, could reduce the market s confidence in our financial statements and harm our share price. Furthermore, deficiencies
+could result in future non-compliance with Section 404 of the Sarbanes-Oxley Act of 2002. Such non-compliance could subject us
+to a variety of administrative sanctions, including review by the SEC or other regulatory authorities.
+
+ 
+
+Our stock price is volatile and purchasers of our
+common stock could incur substantial losses.
+
+ 
+
+The market price of our common stock may fluctuate significantly
+in response to a number of factors. These factors include those discussed in this Risk Factors section of this prospectus
+and others such as:
+
+ 
+
+ delay or failure in initiating or completing preclinical studies or clinical trials, or unsatisfactory
+results of these trials and the resulting impact on ongoing product development;
+
+ the success, progress, timing and costs of our efforts to evaluate or consummate various strategic
+alternatives if in the best interests of our stockholders;
+
+ our
+ ability to successfully list and maintain the listing of our common stock on the Nasdaq
+ Capital Market;
+
+ announcements regarding equity or debt financing transactions;
+
+ sales or potential sales of substantial amounts of our common stock or securities convertible into
+our common stock;
+
+ announcements about us or about our competitors including clinical trial results, regulatory approvals,
+or new product candidate introductions;
+
+ developments concerning our development partner, licensors or product candidate manufacturers;
+
+ litigation and other developments relating to our patents or other proprietary rights or those
+of our competitors;
+
+ conditions in the pharmaceutical or biotechnology industries and the economy as a whole;
+
+ governmental regulation and legislation;
+
+ recruitment or departure of members of our board of directors, management team or other key personnel;
+
+ changes in our operating results;
+
+ any financial projections we may provide to the public, any changes in these projections, our failure
+to meet these projections, or changes in recommendations by any securities analysts that elect to follow our common stock;
+
+ change in securities analysts estimates of our performance, or our failure to meet analysts 
+expectations; and
+
+ price and volume fluctuations in the overall stock market or resulting from inconsistent trading
+volume levels of our shares.
+
+ 
+
+In recent years, the stock market in general, and the
+market for pharmaceutical and biotechnological companies in particular, has experienced extreme price and volume fluctuations that
+have often been unrelated or disproportionate to changes in the operating performance of the companies whose stock is experiencing
+those price and volume fluctuations. Broad market and industry factors may seriously affect the market price of our common stock,
+regardless of our actual operating performance.
+
+ 
+
+ 9 
+
+ Table of Contents
+
+ 
+
+ 
+
+In addition,
+public statements by us, government agencies, the media or others relating to the COVID-19 outbreak (including regarding efforts
+to develop COVID-19 vaccines, treatments or therapies) have in the past resulted, and may in the future result, in significant
+fluctuations in our stock price. Given the global focus on the COVID-19 outbreak, any information in the public arena on this
+topic, whether or not accurate, could have an outsized impact (either positive or negative) on our stock price. Information related
+to our Phase III trial of lenzilumab, or our development, manufacturing and distribution efforts with respect to lenzilumab, or
+information regarding such efforts by competitors, may also impact our stock price.
+
+ 
+
+Our common stock may be considered to be a penny
+stock and, as such, any market for our common stock may be further limited by SEC rules applicable to penny stocks. Some
+brokers may be unwilling to trade our securities, and you may have difficulty reselling your shares, which may cause the value
+of your investment to decline.
+
+ 
+
+To the extent the price of our common stock continues
+to trade at prices below $5.00 per share, our common stock may be subject to the penny stock rules promulgated by
+the SEC. Those rules impose certain sales practice requirements on brokers who sell penny stock to persons other than established
+customers and accredited investors. For transactions covered by the penny stock rules, the broker must make a special suitability
+determination for the purchaser and receive the purchaser s written consent to the transaction prior to the sale. Furthermore,
+the penny stock rules generally require, among other things, that brokers engaged in secondary trading of penny stocks provide
+customers with written disclosure documents, monthly statements of the market value of penny stocks, disclosure of the bid and
+asked prices and disclosure of the compensation to the brokerage firm and disclosure of the sales person working for the brokerage
+firm. These rules and regulations may adversely affect the ability of brokers to sell our common stock and limit the liquidity
+of our common stock, and because of the imposition of these additional sales practices, it is possible that brokers will not want
+to make a market in our shares. This could prevent a holder of our shares from reselling those shares and may cause the value of
+such investment to decline.
+
+ 
+
+In addition, under applicable SEC rules and interpretations,
+issuers of penny stocks are subject to disclosure requirements that can increase the cost and complexity of registering shares
+for sale in a public offering, including a public offering proposed to be made to facilitate sales by existing stockholders. These
+penny stock disclosure requirements may pose challenges or impediments to achieving our goals of increasing our public float and
+the liquidity of the trading market for our shares.
+
+ 
+
+If securities analysts do not publish research
+or publish unfavorable research about our business, our stock price and trading volume could decline.
+
+ 
+
+The trading market for a company s common stock
+often is based in part on the research and reports that securities and industry analysts publish about the company. We are not
+currently aware of any well-known analysts that are covering our common stock, and without analyst coverage it could be hard to
+generate interest in investments in our common stock. Furthermore, if analyst coverage does develop, and an analyst downgrades
+our stock or publishes unfavorable research about our business, or if our clinical trials or operating results fail to meet the
+analysts expectations, our stock price would likely decline.
+
+ 
+
+We have never paid and do not intend to pay cash
+dividends and, consequently, the ability to achieve a return on any investment in our common stock will depend on appreciation
+in the price of our common stock.
+
+ 
+
+We have never paid cash dividends on any of our capital
+stock, and we currently intend to retain future earnings, if any, to fund the development and growth of our business. Therefore,
+a holder of our stock is not likely to receive any dividends on our common stock for the foreseeable future. Since we do not intend
+to pay dividends, the ability to receive a return on an investment in our common stock will depend on any future appreciation in
+the market value of our common stock. There is no guarantee that our common stock will appreciate or even maintain the price at
+which it was purchased.
+
+ 
+
+Anti-takeover provisions in our charter documents
+and Delaware law, could discourage, delay, or prevent a change in control of our company and may affect the trading price of our
+common stock.
+
+ 
+
+We are a Delaware corporation and the anti-takeover provisions
+of the Delaware General Corporation Law may discourage, delay, or prevent a change in control by prohibiting us from engaging in
+a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder,
+even if a change in control would be beneficial to our existing stockholders.
+
+ 
+
+Our Amended and Restated Certificate of Incorporation,
+as amended (the Charter ), and our Second Amended and Restated Bylaws (the Bylaws ) may discourage, delay,
+or prevent a change in our management or control over us that stockholders may consider favorable. Our Charter and Bylaws:
+
+ 
+
+ provide that vacancies on our board of directors, including newly created directorships, may be
+filled only by a majority vote of directors then in office;
+
+ do not provide stockholders with the ability to cumulate their votes; and
+
+ require advance notification of stockholder nominations and proposals.
+
+ 
+
+In addition, our Charter permits the Board to issue up
+to 25 million shares of preferred stock with such powers, rights, terms and conditions as may be designated by the Board upon the
+issuance of shares of preferred stock at one or more times in the future. Specifically, the Charter permits the Board to approve
+the future issuance of all or any shares of the preferred stock in one or more series, to determine the number of shares constituting
+any series and to determine any voting powers, conversion rights, dividend rights, and other designations, preferences, limitations,
+restrictions and rights relating to such shares without any further authorization by our stockholders. The Board s power
+to issue preferred stock could have the effect of delaying, deterring or preventing a transaction or a change in control of our
+company that might otherwise be in the best interest of our stockholders.
+
+ 
+
+ 10 
+
+ Table of Contents
+
+ 
+
+ 
+
+Risks Related to our Business and Industry
+
+ 
+
+The fluid and unpredictable nature of the COVID-19
+pandemic, which began in late 2019 and has spread worldwide, may affect our ability to conduct our Phase III trial of lenzilumab
+for the prevention and treatment of cytokine storm in COVID-19 pneumonia, delay the initiation of planned and future clinical trials,
+disrupt regulatory activities, or have other adverse effects on our business and operations. In addition, this pandemic has caused
+substantial disruption in the financial markets and may adversely impact economies worldwide, both of which could result in adverse
+effects on our business and operations.
+
+ 
+
+In December 2019, an outbreak of the respiratory
+illness COVID-19 caused by a strain of novel coronavirus, SARS-Cov-2, was first reported in China. The COVID-19 outbreak has spread
+worldwide, causing many governments to implement measures to slow the spread of the outbreak through quarantines, strict travel
+restrictions, heightened border scrutiny, and other measures. The outbreak and government measures taken in response have had
+a significant impact, both direct and indirect, on businesses and commerce, as worker shortages have occurred; supply chains have
+been disrupted; facilities and production have been suspended; and demand for certain goods and services, such as medical services
+and supplies, has spiked, while demand for other goods and services, such as travel, has fallen. The future progression of the
+outbreak and its effects on our business and operations are uncertain.
+
+ 
+
+ We and our third-party contract research organizations
+("CROs") and clinical sites may experience disruptions in supply of product candidates and/or procuring items that
+are essential for our research and development activities, including raw materials used in the manufacturing of our product
+candidates, medical and laboratory supplies used in our clinical trials or preclinical studies or animals that are used for preclinical
+testing, in each case, for which there may be shortages because of ongoing efforts to address the outbreak. While these delays
+have not materially impacted our overall manufacturing supply chain operations to date, and we continue to explore back up or
+alternative sources of supply, any future disruption in the supply chain from the COVID-19 outbreak, or any potential future
+outbreak could have a material adverse impact on our clinical trial plans and business operations. 
+
+ 
+
+Additionally, we have enrolled, and will seek to enroll,
+patients in our clinical trials at sites located in many areas affected by COVID-19 and, as a result, our trials may be impacted.
+In addition, even if sites are actively recruiting, we may face difficulties recruiting or retaining patients in our ongoing and
+planned clinical trials if patients are affected by the virus or are fearful of visiting or traveling to our clinical trial sites
+because of the outbreak. Prolonged delays or closure to enrollment in our trials or patient discontinuations could have a material
+adverse impact on our clinical trial plans and timelines, including our Phase III trial of lenzilumab for the prevention and treatment
+of cytokine storm in COVID-19 pneumonia.
+
+ 
+
+In addition, our ability to collect all data requested
+of patients enrolled in our clinical trials during this pandemic is being impacted to varying degrees by COVID-19. Clinical trial
+data collection generally continues for each of our clinical trials, but at a slower pace, and in some instances, we encounter
+disruption of collection of complete study data. This could have a material adverse impact on our data analysis.
+
+ 
+
+The response to the COVID-19 pandemic may redirect resources
+with respect to regulatory and intellectual property matters in a way that would adversely impact our ability to progress regulatory
+approvals and protect our intellectual property. In addition, we may face impediments to regulatory meetings and approvals due
+to measures intended to limit in-person interactions.
+
+ 
+
+Any negative impact that the COVID-19 outbreak has on
+the ability of our suppliers to provide materials for our product candidates or on recruiting or retaining patients in our clinical
+trials or our ability to collect patient data could cause costly delays to clinical trial activities, which could adversely affect
+our ability to obtain regulatory approval for and to commercialize our product candidates, increase our operating expenses, and
+have a material adverse effect on our financial results. Furthermore, any negative impact that the outbreak has on the ability
+of our CROs to deliver data sets and execute on experimentation could cause substantial delays for our discovery activities and
+materially impact our ability to fuel our pipeline with new product candidates.
+
+ 
+
+Any negative impact that the COVID-19 pandemic has on
+recruiting or retaining patients in our clinical trials, obtaining complete clinical trial data or on the ability of our suppliers
+to provide materials for our product candidates could cause additional delays to clinical trial and developmental activities, which
+could materially and adversely affect our ability to obtain regulatory approval for and to commercialize our product candidates,
+increase our operating expenses, affect our ability to raise additional capital, and have a material adverse effect on our financial
+results.
+
+ 
+
+The COVID-19 pandemic has already caused significant
+disruptions in the financial markets, and may continue to cause such disruptions, which could impact our ability to raise additional
+funds through public offerings and may also impact the volatility of our stock price and trading in our stock. Moreover, the pandemic
+has also significantly impacted economies worldwide, which could result in adverse effects on our business and operations. We cannot
+be certain what the overall impact of the COVID-19 pandemic will be on our business. It has the potential to adversely affect our
+business, financial condition, results of operations, and prospects.
+
+ 
+
+If our competitors develop and
+receive FDA approval for treatments or vaccines for COVID-19, our commercial opportunity may be reduced or eliminated.
+
+ 
+
+There are numerous companies working on therapies to treat
+COVID-19 and/or vaccines to prevent or treat COVID-19. The speed at which all parties are acting to create and test many treatments
+and vaccines for COVID-19 is unusual, and evolving or changing plans or priorities within the FDA, including changes based on
+new knowledge of COVID-19 and how the disease affects the human body, may significantly affect the regulatory timeline for lenzilumab.
+Results from clinical testing may raise new questions and require us to redesign proposed clinical trials. Many of our competitors
+and potential competitors have substantially greater scientific, research, and product development capabilities, as well as greater
+financial, marketing, sales and human resources capabilities than we do. In addition, many specialized biotechnology firms have
+formed collaborations with large, established companies to support the research, development and commercialization of products
+that may be competitive with ours.
+
+ 
+
+ 11 
+
+ Table of Contents
+
+ 
+
+ 
+
+Furthermore, the incidence of COVID-19 in the communities
+where the Phase III trial participants reside will vary across different locations. If the overall incidence of clinical deterioration
+of patients with COVID-19 in the lenzilumab COVID-19 Phase III trial is low, it may be difficult for this study to demonstrate
+differences between participants in the study who receive placebo and those who receive lenzilumab. There can be no assurance
+that we will receive FDA approval or Emergency Use Authorization for lenzilumab as a therapy for patients suffering from COVID-19
+pneumonia, or that we would be the first to successfully develop a therapy for this indication. If we are not the first therapy
+approved, or if other competing therapies are approved after lenzilumab, and/or a safe, efficacious, accessible preventative vaccine
+is approved, such approval could have a material adverse impact on our ability to commercialize lenzilumab as a therapy for COVID-19.
+
+ 
+
+We have a history of operating losses, we expect
+to continue to incur losses, and we may never become profitable.
+
+ 
+
+We have incurred net losses in nearly every year since our inception. For
+the fiscal year ended December 31, 2019 we incurred a net loss of $10.3 million, and we have an accumulated deficit of $284.9 million
+as of December 31, 2019. Since inception, we have recognized a nominal amount of revenue from payments for funded research and
+development and for license or collaboration fees, none of which was recognized in either of the last two years. We expect to make
+substantial expenditures and incur additional operating losses in the future to further develop and commercialize our product candidates.
+Our accumulated deficit is expected to increase significantly as we continue our development and clinical trial efforts. Our ability
+to achieve and sustain profitability depends on obtaining regulatory approvals for and successfully commercializing our product
+candidates, either alone or with third parties. We do not currently have the required approvals to market any of our product candidates
+and we may never receive them. We may not be profitable even if we or any future development partners succeed in commercializing
+any of our product candidates. Because of the numerous risks and uncertainties associated with developing and commercializing our
+product candidates, we are unable to predict the extent of any future losses or when we will become profitable, if at all.
+
+ 
+
+Our ability to execute on all of the initiatives in our development
+pipeline is substantially dependent on third parties to plan and conduct the referenced studies and clinical trials.
+
+ 
+
+Our success depends on our ability to negotiate agreements with third parties
+with resources to plan and conduct the initiatives, studies and clinical trials we are pursuing. If we are not able to reach agreements
+with current or future partners for it, we will not be able to execute on each of these particular initiatives, studies and trials.
+Our inability to identify and complete negotiations with any such third party therefore could have a material and adverse impact
+on our ability to pursue our business plan in respect of the applicable element of our pipeline, which in turn could have a material
+adverse effect on our business.
+
+ 
+
+ We review and explore strategic alternatives on an on-going basis,
+but there can be no assurance that we will be successful in identifying or completing any strategic alternative or that any such
+strategic alternative will yield additional value for our stockholders.
+
+ 
+
+We regularly review strategic alternatives to ensure
+our current structure optimizes our ability to execute our strategic plan and to maximize stockholder value. The review of strategic
+alternatives could result in, among other things, a sale, merger, consolidation or business combination, asset divestiture, partnering,
+licensing or other collaboration agreements, or potential acquisitions or recapitalizations, in one or more transactions, or continuing
+to operate with our current business plan and strategy. There can be no assurance that the exploration of strategic alternatives
+will result in the identification or consummation of any transaction.
+
+ 
+
+In addition, we may incur substantial expenses associated with identifying
+and evaluating potential strategic alternatives. The process of exploring strategic alternatives may be time consuming and disruptive
+to our business operations and if we are unable to effectively manage the process, our business, financial condition and results
+of operations could be adversely affected. We also cannot assure that any potential transaction or other strategic alternative,
+if identified, evaluated and consummated, will provide greater value to our stockholders than that reflected in our current stock
+price. Any potential transaction would be dependent upon a number of factors that may be beyond our control, including, among other
+factors, market conditions, industry trends, the interest of third parties in our business or product candidates and the availability
+of financing to potential buyers on reasonable terms.
+
+ 
+
+Future acquisitions of and investments in new businesses
+could impact our business and financial condition.
+
+ 
+
+From time to time, we may acquire or invest in businesses
+or partnerships that we believe could complement our business and drug candidates. The pursuit of such acquisitions or investments
+may divert the attention of management and cause us to incur various expenses, regardless of whether the acquisition or investment
+is ultimately completed. In addition, acquisitions and investments may not perform as expected and we may be unable to realize
+the expected benefits, synergies or developments that we may initially anticipate. Further, if we are able to successfully identify
+and acquire additional businesses, we may not be able to successfully integrate the acquired personnel or operations, or effectively
+manage the combined business following the acquisition, any of which could harm our business and financial condition.
+
+ 
+
+In addition, to the extent we finance any acquisition or
+investment in cash, it would reduce our cash reserves, and to the extent the purchase price is paid with shares of our common
+or preferred stock, it could be dilutive to our current stockholders. To the extent we finance any acquisition or investment with
+the proceeds from the incurrence of debt, this would increase our level of indebtedness and could negatively affect our liquidity,
+credit rating and restrict our operations. Moreover, we may face contingent liabilities in connection with any acquisitions or
+investments.
+
+ 
+
+We will require additional financing
+to pursue our development pipeline.
+
+ 
+
+As previously disclosed, we do not expect to recognize any
+revenues while we continue to pursue the development of lenzilumab and our other product candidates. As a result, we will require
+additional capital to support our business efforts, including our Phase III study of lenzilumab in COVID-19, our collaboration
+with Kite and our GvHD clinical programs.
+
+ 
+
+ 12 
+
+ Table of Contents
+
+ 
+
+ 
+
+ We will also require substantial additional capital
+to support our other business efforts, including obtaining regulatory approvals for our other product candidates, product manufacturing
+and CMC work, clinical trials and other studies, and, if approved, the commercialization of our product candidates. The amount
+of capital we will require and the timing of our need for additional capital will depend on many factors, including: 
+
+ 
+
+ the type, number, timing, progress, costs, and results of the product candidate development programs
+that we are pursuing or may choose to pursue in the future;
+
+ the scope, progress, expansion, costs, and results of our pre-clinical and clinical trials;
+
+ the timing of and costs involved in obtaining regulatory approvals;
+
+ our
+ costs in connection with the manufacturing of drugs, whether alone or with a manufacturing
+ partner or several partners; 
+
+ our ability to establish and maintain development partnering arrangements and any associated funding;
+
+ the emergence of competing products or technologies and other adverse market developments;
+
+ the costs of maintaining, expanding, and protecting our intellectual property portfolio, including
+potential litigation costs and liabilities;
+
+ the resources we devote to marketing, and, if approved, commercializing our product candidates;
+
+ the scope, progress, expansion and costs of manufacturing our product candidates; and
+
+ the costs associated with being a public company.
+
+ 
+
+The scientific rationale behind the hypothesis
+that GM-CSF is a cause of the cytokine storm that leads to adverse results in COVID-19 patients is still being tested and may not
+prove accurate.
+
+ 
+
+The hypothesis that elevated GM-CSF levels may contribute
+to cytokine storm-induced immune mechanisms that places patients at greater risk of ICU admission and mortality with the current
+pandemic strain of coronavirus is unproven. Certain data are the subject of pre-publication papers that have not been peer-reviewed
+and may not be substantiated. If this hypothesis is not ultimately proven through clinical trials which are underway, the potential
+for lenzilumab to play a meaningful role in a COVID-19 therapy likely would decrease or be eliminated. We cannot assure you that
+our exploratory efforts in this respect will be fruitful.
+
+ 
+
+Our business depends on the success of our current product candidates.
+We cannot be certain that we will be able to obtain regulatory approval for, or successfully commercialize, any of our product
+candidates.
+
+ 
+
+We have a limited pipeline of product candidates and
+we do not plan to conduct active research at this time for discovery of new molecules or antibodies. We depend on the successful
+continued development and regulatory approval of our current product candidates for our future business success. Since the fall
+of 2017, our primary focus has been the development of lenzilumab. We are also working to create next-generation gene-edited CAR-T
+therapies using GM-CSF gene knockout technologies, as well as working to develop ifabotuzumab and related products. We will need
+to successfully enroll and complete clinical trials of lenzilumab and ifabotuzumab, and potentially obtain regulatory approval
+to market these products. The future clinical, regulatory and commercial success of our product candidates is subject to a number
+of risks, including the following:
+
+ 
+
+ we may not be able to enroll adequate numbers of eligible patients in the clinical trials we propose
+to conduct, whether alone or through collaborations, including the collaboration with Kite announced in May 2019;
+
+ we may not have sufficient financial and other resources to fund our clinical trials or collaborations;
+
+ we may not be able to provide acceptable evidence of safety and efficacy for our product candidates;
+
+ the results of our clinical trials or collaborations may not meet the level of statistical or clinical
+significance, or product safety, required to move to the next stage of development or, ultimately, obtain marketing approval from
+the FDA;
+
+ we may not be able to obtain, maintain and enforce our patents and other intellectual property
+rights; and
+
+ we may not be able to obtain and maintain commercial manufacturing arrangements with third-party
+manufacturers or establish commercial-scale manufacturing capabilities.
+
+ 
+
+Furthermore, even if we do receive regulatory approval
+to market any of our product candidates, any such approval may be subject to limitations on the indicated uses for which we may
+market the product. If any of our product candidates are unsuccessful, that could have a substantial negative impact on our business.
+
+ 
+
+Accordingly, we cannot assure you that our product candidates
+will be successfully developed or commercialized. If we or any future development partners are unable to develop, or obtain regulatory
+approval for or, if approved, successfully commercialize, one or more of our product candidates, we may not be able to generate
+sufficient revenue to continue our business.
+
+ 
+
+Our product candidates are at an early stage of
+development and may not be successfully developed or commercialized. 
+
+ 
+
+Our product candidates are in the early stages of development
+and will require substantial clinical development, testing, and regulatory approval prior to commercialization. Of the large number
+of drugs in development, only a small percentage successfully completes the FDA regulatory approval process and are commercialized.
+Accordingly, we cannot assure you that our product candidates will be successfully developed or commercialized. If we or any future
+development partners are unable to develop, or obtain regulatory approval for or, if approved, successfully commercialize, one
+or more of our product candidates, we may not be able to generate sufficient revenue to continue our business.
+
+ 
+
+ 13 
+
+ Table of Contents
+
+ 
+
+ 
+
+The adoption of CAR-T therapies as the potential
+standard of care for treatment of certain cancers is uncertain, and dependent on the efforts of a limited number of market entrants,
+and if not adopted as anticipated, the market for lenzilumab or next-generation gene-edited CAR-T therapies may be limited or not
+develop.
+
+ 
+
+We are seeking to advance the development of lenzilumab
+to address, among other things, the serious and potentially fatal side effects associated with CAR-T therapies and to improve
+the efficacy of these treatments. We are also working to create next-generation gene-edited CAR-T therapies using GM-CSF gene
+knockout technologies. Although two CAR-T therapies have been approved by FDA to date, the use of engineered T cells as a potential
+cancer treatment is a recent development and may not be broadly accepted by physicians, patients, hospitals, cancer treatment
+centers, payers and others in the medical community. The degree of market acceptance of any approved product candidates will depend
+on a number of factors, including:
+
+ 
+
+ the efficacy and safety as demonstrated in clinical trials;
+
+ the clinical indications for which the product candidate is approved;
+
+ acceptance by physicians, major operators of hospitals and clinics, and patients of the product
+candidate as a safe and effective treatment;
+
+ the potential and perceived advantages of product candidates over alternative treatments;
+
+ the safety of product candidates seen in a broader patient group, including its use outside the
+approved indications;
+
+ competitive approaches to tackle similar issues;
+
+ the
+cost of treatment in relation to alternative treatments;
+
+ the availability of adequate reimbursement and pricing by payers;
+
+ relative convenience and ease of administration;
+
+ the prevalence and severity of adverse events;
+
+ the effectiveness of sales and marketing efforts; and
+
+ the ability to manage any unfavorable publicity relating to the product candidate.
+
+ 
+
+If the medical and payer community is not sufficiently
+persuaded of the safety, efficacy and cost-effectiveness of CAR-T therapy and the potential advantages of using lenzilumab compared
+to existing and future therapeutics, and there is not significant market acceptance of CAR-T therapy as the standard of care for
+treatment of certain cancers, the market for lenzilumab or next-generation gene-edited CAR-T therapies may be limited or not develop,
+and our stock price could be adversely affected.
+
+ 
+
+CAR-T therapies currently in early development
+purport to incorporate technology that may minimize or eliminate the adverse side-effects that we believe have impaired the uptake
+of the approved CAR-T therapies. If these developing therapies are proven equally efficacious in their proposed indications and
+approved for use by FDA and other regulatory agencies, the market growth for the currently-approved CAR-T therapies may be limited,
+impairing demand for lenzilumab.
+
+ 
+
+In recent months, several biotechnology companies describing
+business plans focusing on development of CAR-T therapies have completed or announced they are pursing initial public offerings,
+or IPOs . Several of these companies have described their belief that their therapies will not result in the same
+level of CRS or NT as has been experienced in use of previously FDA-approved CAR-T therapies. While these products are in early
+stage development, the data is limited and these products have not yet been approved for use by FDA, if any such product were also
+proven equally efficacious and subsequently approved, the market for lenzilumab may not develop or grow as anticipated. Any such
+failure of a market for lenzilumab to develop could adversely affect our stock price.
+
+ 
+
+Our business could target benefits
+from various regulatory incentives, such as Emergency Use Authorization, orphan drug exclusivity, breakthrough therapy designation,
+fast track designation, and priority review, but we may not ultimately qualify for or benefit from these arrangements.
+
+ 
+
+We may seek various regulatory incentives,
+such as Emergency Use Authorization, orphan drug exclusivity, breakthrough therapy designation, fast track designation, accelerated
+approval, priority review and Priority Review Vouchers ("PRVs"), where available, that provide for certain periods
+of exclusivity, expedited review and/or other benefits, and we may also seek similar designations elsewhere in the world. Often,
+regulatory agencies have broad discretion in determining whether or not products qualify for such regulatory incentives and benefits.
+We cannot guarantee that we will be able to receive orphan drug status from FDA or equivalent regulatory designations elsewhere.
+We also cannot guarantee that we will obtain breakthrough therapy or fast track designation, which may provide certain potential
+benefits such as more frequent meetings with FDA to discuss the development plan, intensive guidance on an efficient drug development
+program, and potential eligibility for rolling review or priority review. Legislative developments in the U.S., including recent
+proposed legislation that would restrict eligibility for PRVs, may affect our ability to qualify for these programs in the future.
+
+ 
+
+Even if we are successful in obtaining beneficial regulatory
+designations by FDA or other regulatory agency for our product candidates, such designations may not lead to faster development
+or regulatory review or approval, and it does not increase the likelihood that our product candidates will receive marketing approval.
+We may not be able to obtain or maintain such designations for our product candidates, and our competitors may obtain these designations
+for their product candidates, which could impact our ability to develop and commercialize our product candidates or compete with
+such competitors, which would adversely impact our business, financial condition or results of operations.
+
+ 
+
+ 14 
+
+ Table of Contents
+
+ 
+
+ 
+
+There is a limited amount of information about us upon which investors
+can evaluate our product candidates and business prospects, including because we have a limited operating history developing product
+candidates, have not yet successfully commercialized any products, have changed our strategy and have a small management team.
+
+ 
+
+ On August 29, 2017, we shifted our primary focus
+toward developing our proprietary monoclonal antibody portfolio, which comprises lenzilumab and ifabotuzumab and HGEN005. We are
+also currently developing our GM-CSF knockout gene-editing CAR-T platform to create next-generation CAR-T therapies that preserve
+the benefits of CAR-T therapy while altogether avoiding its serious and potentially life-threatening side-effects. Our limited
+operating history developing clinical-stage product candidates may make it more difficult for us to succeed or for investors to
+be able to evaluate our business and prospects. In addition, as an early-stage clinical development company, we have limited experience
+in development activities, including conducting clinical trials, or seeking and obtaining regulatory approvals, even though our
+executives have had relevant experience at other companies. We currently have five full-time employees and therefore are heavily
+dependent on external consultants and expert vendors for scientific, clinical manufacturing and regulatory expertise. We have
+not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies
+in the biopharmaceutical area. To execute our business plan we will need to successfully: 
+
+ 
+
+ execute our product candidate development activities, including successfully completing our clinical trial programs, including
+through our Phase III study and through our collaboration with Kite;
+
+ obtain required regulatory approvals for the development and commercialization of our product candidates;
+
+ manage our costs and expenses related to clinical trials, regulatory approvals, manufacturing and
+commercialization;
+
+ secure substantial additional funding;
+
+ develop and maintain successful strategic relationships;
+
+ build and maintain a strong intellectual property portfolio;
+
+ build and maintain appropriate clinical, sales, manufacturing, distribution, and marketing capabilities
+on our own or through third parties; and
+
+ gain market acceptance and favorable reimbursement status for our product candidates.
+
+ 
+
+If we are unsuccessful in accomplishing these objectives,
+we may not be able to develop product candidates, raise capital, expand our business, or continue our operations.
+
+ 
+
+Our collaboration with Kite is critically important
+to our business. If we are unable to maintain this collaboration, or if this collaboration is not successful, our business could
+be adversely affected.
+
+ 
+
+In May 2019, we entered into the Kite Agreement to
+conduct a multi-center Phase 1b/2 study of lenzilumab with Kite s YESCARTA in
+patients with relapsed or refractory B-cell lymphoma. See "Business Kite Collaboration."
+
+ 
+
+Pursuant to the terms of the Kite Agreement, Kite may
+elect to terminate or suspend the Study at any time. Because we currently rely on Kite for a substantial portion of our discovery
+capabilities, if Kite delays or fails to perform its obligations under the Kite Agreement, disagrees with our interpretation of
+the terms of the collaboration or our discovery plan or terminates the Kite Agreement, our pipeline of product candidates would
+be adversely affected. Kite may also fail to properly maintain or defend the intellectual property we have licensed from them,
+or even infringe upon, our intellectual property rights, leading to the potential invalidation of our intellectual property or
+subjecting us to litigation or arbitration, any of which would be time-consuming and expensive. Additionally, either party has
+the right to terminate the Kite Agreement under certain circumstances. If our collaboration with Kite is terminated, the development
+of lenzilumab would be materially delayed or harmed.
+
+ 
+
+In addition to our collaboration with Kite, we may, in the future, seek
+to enter into collaborations with other third parties for the discovery, development and commercialization of our product candidates.
+If our collaborators cease development efforts under our collaboration agreements, or if any of those agreements are terminated,
+these collaborations may fail to lead to commercial products and we may never receive milestone payments or future royalties under
+these agreements.
+
+ 
+
+We may in the future seek to enter into agreements with
+other third-party collaborators for research, development and commercialization of other therapeutic technologies or product candidates.
+Biopharmaceutical companies are our likely future collaborators for any marketing, distribution, development, licensing or broader
+collaboration arrangements. If we fail to enter into future collaborations on commercially reasonable terms, or at all, or such
+collaborations are not successful, we may not be able to execute our strategy to develop our product candidates or therapies that
+we believe could benefit from the resources of either larger biopharmaceutical companies or those specialized in a particular area
+of relevance.
+
+ 
+
+With respect to our existing Kite Agreement and with
+any future collaboration agreements, we have limited control over the amount and timing of resources that our collaborators dedicate
+to the development or commercialization of our product candidates. Moreover, our ability to generate revenues from these arrangements
+will depend on our collaborators' abilities to successfully perform the functions assigned to them in these arrangements.
+
+ 
+
+Collaborations involving our product candidates pose
+the following risks to us:
+
+ 
+
+ collaborators have significant discretion in determining the efforts and resources that they will
+apply to these collaborations; 
+
+ collaborators may not pursue development and commercialization of our product candidates or may
+elect not to continue or renew development or commercialization programs based on preclinical studies or clinical trial results,
+changes in the collaborators' strategic focus or available funding, or external factors such as an acquisition that diverts resources
+or creates competing priorities;
+
+ 
+
+ 15 
+
+ Table of Contents
+
+ 
+
+ 
+
+ collaborators may delay clinical trials, provide insufficient funding for a clinical trial program,
+stop a clinical trial or abandon a product candidate, repeat or conduct new clinical trials or require a new formulation of a product
+candidate for clinical testing; 
+
+ collaborators could independently develop, or develop with third parties, products that compete
+directly or indirectly with our product candidates if the collaborators believe that competitive products are more likely to be
+successfully developed or can be commercialized under terms that are more economically attractive than ours;
+
+ collaborators with marketing and distribution rights to one or more products may not commit sufficient
+resources to the marketing and distribution of such product or products;
+
+ collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in
+such a way as to invite litigation that could jeopardize or invalidate our intellectual property or proprietary information or
+expose us to litigation or potential liability;
+
+ collaborators may infringe the intellectual property rights of third parties, which may expose
+us to litigation and potential liability; 
+
+ disputes may arise between the collaborators and us that result in the delay or termination of
+the research, development or commercialization of our product candidates or that result in costly litigation or arbitration that
+diverts management attention and resources; and
+
+ collaborations may be terminated and, if terminated, may result in a need for additional capital
+to pursue further development or commercialization of the applicable product candidates.
+
+ 
+
+As a result of the foregoing, our current and any future
+collaboration agreements may not lead to development or commercialization of our product candidates in the most efficient manner
+or at all. If a collaborator of ours were to be involved in a business combination, the continued pursuit and emphasis on our product
+development or commercialization program could be delayed, diminished or terminated. Any failure to successfully develop or commercialize
+our product candidates pursuant to our current or any future collaboration agreements could have a material and adverse effect
+on our business, financial condition, results of operations and prospects.
+
+ 
+
+Moreover, to the extent that any of our existing or future collaborators were
+to terminate a collaboration agreement, we may be forced to independently develop these product candidates, including funding
+preclinical studies or clinical trials, assuming marketing and distribution costs and defending intellectual property rights, or,
+in certain instances, abandon product candidates altogether, any of which could result in a change to our business plan and have
+a material adverse effect on our business, financial condition, results of operations and prospects.
+
+ 
+
+We have relied and may in the future rely on third
+parties to conduct investigator-sponsored trials ( ISTs ) of our products, which is cost-effective for us but affords
+the investigators the ability to retain significant control over the design and conduct of the trials, as well as the use of the
+data generated from their efforts.
+
+ 
+
+We have relied
+and may in the future rely on third parties to conduct and sponsor clinical trials relating to lenzilumab, our GM-CSF gene
+knockout platform and our other immunotherapies, ifabotuzumab and HGEN005. Such ISTs may
+provide us with valuable clinical data that can inform our future development strategy in a cost-efficient manner,
+but we do not control the design or conduct of the ISTs, and it is possible that the FDA or non-U.S. regulatory authorities will
+not view these ISTs as providing adequate support for future clinical trials, whether controlled by us or third parties, for any
+one or more reasons, including elements of the design or execution of the trials or safety concerns or other trial results. 
+
+ 
+
+These arrangements
+provide us limited information rights with respect to the ISTs, including access to and the ability to use and reference the data,
+including for our own regulatory filings, resulting from the ISTs. However, we would not have control over the timing
+and reporting of the data from ISTs, nor would we own the data from the ISTs. If we are unable to confirm or replicate
+the results from the ISTs or if negative results are obtained, we would likely be further delayed or prevented from advancing further
+clinical development. Further, if investigators or institutions breach their obligations with respect to the clinical development
+of our product candidates, or if the data proves to be inadequate compared to the first-hand knowledge we might have gained had
+the ISTs been sponsored and conducted by us, then our ability to design and conduct any future clinical trials ourselves may be
+adversely affected.
+
+ 
+
+If the third parties conducting our clinical trials
+do not conduct the trials in accordance with our agreements with them, our ability to pursue our clinical development programs
+could be delayed or unsuccessful and we may not be able to obtain regulatory approval for or commercialize our product candidates
+when expected or at all.
+
+ 
+
+We do not have the ability to conduct all aspects of
+our preclinical testing or clinical trials ourselves. Therefore, the timing of the initiation and completion of these trials is
+uncertain and may occur on substantially different timing from our estimates. We also use CROs to conduct our clinical trials and
+rely on medical institutions, clinical investigators, CROs, and consultants to conduct our trials in accordance with our clinical
+protocols and regulatory requirements. Our CROs, investigators, and other third parties play a significant role in the conduct
+of these trials and subsequent collection and analysis of data.
+
+ 
+
+ 16 
+
+ Table of Contents
+
+ 
+
+ 
+
+There is no guarantee that any CROs, investigators, or
+other third parties on which we rely for administration and conduct of our clinical trials will devote adequate time and resources
+to such trials or perform as contractually required. If any of these third parties fails to meet expected deadlines, fails to adhere
+to our clinical protocols, or otherwise performs in a substandard manner, our clinical trials may be extended, delayed, or terminated.
+If any of our clinical trial sites terminates for any reason, we may experience the loss of follow-up information on subjects enrolled
+in our ongoing clinical trials unless we are able to transfer those subjects to another qualified clinical trial site. In addition,
+principal investigators for our clinical trials may serve as scientific advisors or consultants to us from time to time and may
+receive cash or equity compensation in connection with such services. If these relationships and any related compensation result
+in perceived or actual conflicts of interest, the integrity of the data generated at the applicable clinical trial site may be
+jeopardized.
+
+ 
+
+We may experience delays in commencing or conducting our clinical trials,
+in receiving data from third parties or in the continuation or completion of clinical testing, which could result in increased
+costs to us, delay our ability to generate product candidate revenue or, ultimately, render us unable to complete the development
+and commercialization of our product candidates.
+
+ 
+
+We have product candidates in clinical development and preclinical development.
+The risk of failure for each of our product candidates is high. It is impossible to predict when or if any of our product candidates
+will prove effective or safe in humans or will receive regulatory approval. Before obtaining marketing approval from regulatory
+authorities for the sale of any product candidate, we must complete preclinical development and then conduct extensive clinical
+trials to demonstrate the safety and efficacy of our product candidates in humans.
+
+ 
+
+Before we can initiate clinical trials in the United
+States for any new product candidates, we are required to submit the results of preclinical testing to FDA as part of an IND application,
+along with other information including information about product candidate chemistry, manufacturing, and controls and our proposed
+clinical trial protocol. For our programs already underway, we are required to report or provide information to appropriate regulatory
+authorities in order to continue with our testing programs. If we are unable to make timely regulatory submissions for any of our
+programs, it will delay our plans for our clinical trials. If those third parties do not make the required data available to us,
+we will likely have to identify and contract with another third party, and/or develop all necessary preclinical and clinical data
+on our own, which will lead to significant delays and increase development costs of the product candidate. In addition, FDA may
+require us to conduct additional preclinical testing for any product candidate before it allows us to initiate clinical testing
+under any IND application, which may lead to additional delays and increase the costs of our preclinical development. Moreover,
+despite the presence of an active IND application for a product candidate, clinical trials can be delayed for a variety of reasons,
+including delays in:
+
+ 
+
+ identifying, recruiting, and enrolling qualified subjects to participate in a clinical trial;
+
+ identifying, recruiting, and training suitable clinical investigators;
+
+ reaching agreement on acceptable terms with prospective contract research organizations, or CROs,
+and trial sites, the terms of which can be subject to extensive negotiation, may be subject to modification from time to time,
+and may vary significantly among different CROs and trial sites;
+
+ obtaining and maintaining sufficient quantities of a product candidate for use in clinical trials,
+either as a result of transferring the manufacturing of a product candidate to another site or manufacturer, deferring ordering
+or production of product in order to conserve resources or mitigate risk, having product in inventory become no longer suitable
+for use in humans, or other reasons that reduce or delay availability of drug supply;
+
+ obtaining and maintaining Institutional Review Board ( IRB ) or ethics committee approval
+to conduct a clinical trial at an existing or prospective site;
+
+ retaining or replacing participants who have initiated a clinical trial but may withdraw due to
+adverse events from the therapy, insufficient efficacy, fatigue with the clinical trial process, or personal issues;
+
+ developing any companion diagnostic necessary to ensure the study enrolls the target population;
+
+ being required by the FDA to add more patients or sites or to conduct additional trials; or
+
+ the FDA placing a clinical trial on hold.
+
+ 
+
+Once a clinical trial has begun, recruitment and enrollment
+of subjects may be slower than we anticipate. Numerous companies and institutions are conducting clinical studies in similar patient
+populations which can result in competition for qualified patients. In addition, clinical trials will take longer than we anticipate
+if we are required, or believe it is necessary, to enroll additional subjects than originally planned. Clinical trials may also
+be delayed as a result of ambiguous or negative interim results. Further, a clinical trial may be suspended or terminated by us,
+an IRB, an ethics committee, or a data safety monitoring committee overseeing the clinical trial, any of our clinical trial sites
+with respect to that site, or FDA or other regulatory authorities, due to a number of factors, including:
+
+ 
+
+ failure to conduct the clinical trial in accordance with regulatory requirements or our clinical
+protocols;
+
+ inspection of the clinical trial operations or clinical trial site by the FDA or other regulatory
+authorities;
+
+ inability to provide timely supply of drug product;
+
+ unforeseen safety issues, known safety issues that occur at a greater frequency or severity than
+we anticipate, or any determination that the clinical trial presents unacceptable health risks; or
+
+ lack of adequate funding to continue the clinical trial or unforeseen significant incremental costs
+related to the trial.
+
+ 
+
+Additionally, if any future development partners do not
+develop the licensed product candidates in the time and manner that we expect, or at all, the clinical development efforts related
+to these licensed product candidates could be delayed or terminated. In addition, our ability to enforce our partners obligations
+under any future collaboration efforts may be limited due to time and resource constraints, competing corporate priorities of our
+future partners, and other factors.
+
+ 
+
+ 17 
+
+ Table of Contents
+
+ 
+
+ 
+
+Any delays in the commencement of our clinical trials may delay or preclude
+our ability to further develop or pursue regulatory approval for our product candidates. Changes in U.S. and foreign regulatory
+requirements and guidance also may occur and we may need to amend clinical trial protocols to reflect these changes. Amendments
+may require us to resubmit our clinical trial protocols to IRBs for re-examination, which may affect the costs, timing, and likelihood
+of a successful completion of a clinical trial.
+
+ 
+
+If we are required to conduct additional clinical trials or other testing
+of our product candidates beyond those that we currently contemplate, if we are unable to successfully complete clinical trials
+of our product candidates or other testing, if the results of these trials or tests are not positive or are only modestly positive
+or if there are safety concerns, we may:
+
+ 
+
+ be delayed in obtaining marketing approval for our product candidates;
+
+ not obtain marketing approval at all;
+
+ obtain approval for indications or patient populations that are not as broad as intended or desired;
+
+ obtain approval with labeling that includes significant use or distribution restrictions or safety
+warnings;
+
+ be subject to additional post-marketing testing requirements; or
+
+ have the product removed from the market after obtaining marketing approval.
+
+ 
+
+Our product development costs will also increase if we experience delays in
+testing or in obtaining marketing approvals. We do not know whether any of our preclinical studies or clinical trials will begin
+as planned, will need to be restructured or will be completed on schedule, or at all. We may also determine to change the design
+or protocol of one or more of our clinical trials, including to add additional arms or patient populations, which could result
+in increased costs and expenses and/or delays. If we or any future development partners experience delays in the completion of,
+or if we or any future development partners must terminate, any clinical trial of any product candidate our ability to obtain regulatory
+approval for that product candidate will be delayed and the commercial prospects, if any, for the product candidate may suffer
+as a result. Significant preclinical study or clinical trial delays also could shorten any periods during which we may have the
+exclusive right to commercialize our product candidates or allow our competitors to bring products to market before we do and impair
+our ability to successfully commercialize our product candidates and may harm our business and results of operations. In addition,
+many of these factors may also ultimately lead to the denial of regulatory approval of a product candidate.
+
+ 
+
+Our product candidates are subject to extensive
+regulation, compliance with which is costly and time consuming, may cause unanticipated delays, or may prevent the receipt of the
+required approvals to commercialize our product candidates.
+
+ 
+
+The clinical development, approval, manufacturing, labeling,
+storage, record-keeping, advertising, promotion, import, export, marketing, and distribution of our product candidates are subject
+to extensive regulation by FDA in the United States and by comparable authorities in foreign markets. In the United States, we
+are not permitted to market our product candidates until we receive regulatory approval from FDA. The process of obtaining regulatory
+approval is expensive, often takes many years, and can vary substantially based upon the type, complexity, and novelty of the products
+involved, as well as the target indications. Approval policies or regulations may change and FDA has substantial discretion in
+the drug approval process, including the ability to delay, limit, or deny approval of a product candidate for many reasons. Despite
+the time and expense invested in clinical development of product candidates, regulatory approval is never guaranteed. FDA or other
+comparable foreign regulatory authorities can delay, limit, or deny approval of a product candidate for many reasons, including:
+
+ 
+
+ such authorities may disagree with the design or implementation of our or any future development
+partners clinical trials;
+
+ such authorities may not accept clinical data from trials that are conducted at clinical facilities
+or in countries where the standard of care is potentially different from the United States;
+
+ the results of clinical trials may not demonstrate the safety or efficacy required by such authorities
+for approval;
+
+ we or any future development partners may be unable to demonstrate that a product candidate s
+clinical and other benefits outweigh its safety risks;
+
+ such authorities may disagree with our interpretation of data from preclinical studies or clinical;
+
+ such authorities may find deficiencies in the manufacturing processes or facilities of third-party
+manufacturers with which we or any future development partners contract for clinical and commercial supplies; or
+
+ the approval policies or regulations of such authorities may significantly change in a manner rendering
+our or any future development partners clinical data insufficient for approval.
+
+ 
+
+With respect to foreign markets, approval procedures
+vary widely among countries and, in addition to the aforementioned risks, can involve additional product testing, administrative
+review periods, and agreements with pricing authorities. In addition, events raising questions about the safety of certain marketed
+pharmaceuticals may result in increased caution by FDA and comparable foreign regulatory authorities in reviewing new drugs based
+on safety, efficacy or other regulatory considerations and may result in significant delays in obtaining regulatory approvals.
+Any delay in obtaining, or inability to obtain, applicable regulatory approvals may delay or prevent us or any future development
+partners from commercializing our product candidates.
+
+ 
+
+ 18 
+
+ Table of Contents
+
+ 
+
+ 
+
+The results of preclinical studies and early clinical
+trials are not always predictive of future results. Any product candidate we or any future development partners advance into clinical
+trials may not have favorable results in later clinical trials, if any, or receive regulatory approval.
+
+ 
+
+Drug development has substantial inherent risk. We or
+any future development partners will be required to demonstrate through adequate and well-controlled clinical trials that our product
+candidates are effective, with a favorable benefit-risk profile, for use in their target populations for their intended indications
+before we can seek regulatory approvals for their commercial sale. Drug development is a long, expensive and uncertain process,
+and delay or failure can occur at any stage of development, including after commencement of any of our clinical trials. Success
+in early clinical trials does not mean that later clinical trials will be successful because product candidates in later-stage
+clinical trials may fail to demonstrate sufficient safety or efficacy despite having progressed through initial clinical testing.
+Furthermore, our future trials will need to demonstrate sufficient safety and efficacy for approval by regulatory authorities in
+larger patient populations. Companies frequently suffer significant setbacks in advanced clinical trials, even after earlier clinical
+trials have shown promising results. In addition, only a small percentage of drugs under development result in the submission of
+a New Drug Application ( NDA ) or Biologic License Application ( BLA ) to FDA and even fewer are approved
+for commercialization.
+
+ 
+
+In addition, serious adverse or undesirable side effects
+may emerge or be identified during later stages of development that were not observed in earlier stages. If our product candidates,
+either alone or in combination with other therapeutics, are associated with serious adverse events or undesirable side effects
+or unacceptable drug-drug interactions in clinical trials or have characteristics that are unexpected in clinical trials or preclinical
+testing, we may need to abandon their development or limit development to more narrow uses or subpopulations in which the serious
+adverse events, undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-benefit
+perspective. In pharmaceutical development, many compounds that initially show promise in early-stage or clinical testing are later
+found to cause side effects that prevent further development of the compound. In addition, if third parties manufacture or use
+our product candidates without our permission, and generate adverse events or unacceptable side effects, this could also have an
+adverse impact on our development efforts.
+
+ 
+
+Unacceptable adverse events caused by any of our
+product candidates that we advance into clinical trials could cause us or regulatory authorities to interrupt, delay, or halt
+clinical trials and could result in the denial of regulatory approval by FDA or other regulatory authorities for any or all
+targeted indications and markets. This in turn could prevent us from completing development or commercializing the affected
+product candidate and generating revenue from its sale. We have not yet successfully completed testing of any of our product
+candidates for the treatment of the indications for which we intend to seek approval in humans, and we currently do not know
+the extent of adverse events, if any, that will be observed in individuals who receive any of our product candidates. If any
+of our product candidates cause unacceptable adverse events in clinical trials, we may not be able to obtain regulatory
+approval or commercialize such product candidates.
+
+ 
+
+If we fail to attract and retain key management
+and clinical development personnel, or if the attention of such personnel is diverted, we may be unable to successfully manage
+our business and develop or commercialize our product candidates.
+
+ 
+
+We will need to effectively manage our managerial,
+operational, financial, and other resources in order to successfully pursue our clinical development and commercialization efforts.
+As a company with a limited number of personnel, we are heavily affected by turnover and highly dependent on the expertise of
+the members of our senior management, in particular our Chief Executive Officer, Dr. Cameron Durrant, and Dr. Dale Chappell, the
+controlling owner of the Black Horse Entities (as defined below) and our current Chief Scientific Officer. Furthermore, we rely
+on third party consultants for a variety of services. We cannot predict the impact of the loss of such individuals or the loss
+of services of any of our other senior management, should they occur, or the difficulty in replacing such individuals. Such losses
+could delay or prevent the further development and potential commercialization of our product candidates and, if we are not successful
+in finding suitable replacements, could harm our business.
+
+ 
+
+If our competitors develop treatments for the target
+indications of our product candidates that are approved more quickly, marketed more successfully or are demonstrated to be safer
+or more effective than our product candidates, or if FDA approves generic or biosimilar competitors to our products post-approval,
+our commercial opportunity will be reduced or eliminated.
+
+ 
+
+We compete in an industry characterized by rapidly advancing
+technologies, intense competition, a changing regulatory and legislative landscape and a strong emphasis on the benefits of intellectual
+property protection and regulatory exclusivities. Our competitors include pharmaceutical companies, other biotechnology companies,
+academic institutions, government agencies and other private and public research organizations. We compete with these parties in
+immunotherapy and oncology treatments and in recruiting highly qualified personnel. Our product candidates, if successfully developed
+and approved, may compete with established therapies, with new treatments that may be introduced by our competitors, including
+competitors relying on our biologics approvals under section 351(k) of the Public Health Service Act, or with generic copies of
+our products approved by FDA under an abbreviated new drug application ( ANDA ), referencing our drug products. We
+believe that competitors are actively developing competing products to our product candidates. See Competition in
+the Business section of this prospectus for a discussion of competition with respect to our current product candidates.
+
+ 
+
+ 19 
+
+ Table of Contents
+
+ 
+
+ 
+
+Many of our competitors and potential competitors have
+substantially greater scientific, research, and product development capabilities, as well as greater financial, marketing, sales
+and human resources capabilities than we do. In addition, many specialized biotechnology firms have formed collaborations with
+large, established companies to support the research, development and commercialization of products that may be competitive with
+ours. Accordingly, our competitors may be more successful with respect to their products than we may be in developing, commercializing,
+and achieving widespread market acceptance for our products. If a competitor obtains approval for an orphan drug that is the same
+drug or the same biologic as one of our candidates before we do, we will be blocked from obtaining FDA approval for seven years
+from the date of the competitor s product, unless we can establish that our product is clinically superior to the previously-approved
+competitor s product or we can meet another exception, such as by showing that the competitor has failed to provide an adequate
+supply of its product to patients after approval. In addition, our competitors products may be more effective or more effectively
+marketed and sold than any treatment we or our development partners may commercialize and may render our product candidates obsolete
+or non-competitive before we can recover the expenses related to developing and supporting the commercialization of any of our
+product candidates. Developments by competitors may render our product candidates obsolete or noncompetitive. After one of our
+product candidates is approved, FDA may also approve a generic version with the same dosage form, safety, strength, route of administration,
+quality, performance characteristics and intended use as our product. These generic equivalents would be less costly to bring to
+market and could generally be offered at lower prices, thereby limiting our ability to gain or retain market share.
+
+ 
+
+The acquisition or licensing of pharmaceutical products
+is also very competitive, and a number of more established companies, which have acknowledged strategies to in-license or acquire
+products, may have competitive advantages as may other emerging companies taking similar or different approaches to product acquisitions.
+The more established companies may have a competitive advantage over us due to their size, cash flows, institutional experience
+and historical corporate reputation.
+
+ 
+
+We are subject to a multitude of manufacturing
+risks, any of which could substantially increase our costs and limit supply of our products. 
+
+ 
+
+We are, and will for the foreseeable future continue
+to be, wholly dependent on third party contract manufacturers for the timely supply of adequate quantities of our products which
+meet or exceed requisite quality and production standards for use in clinical and nonclinical studies. Given the extensive risks,
+scope, complexity, cost, regulatory requirements and commitment of resources associated with developing the capabilities to manufacture
+one or more of our products, we have no present plan or intention of developing in-house manufacturing capabilities for nonclinical,
+clinical or commercial scale production, beyond our current supervision and management of our third-party contract manufacturers.
+In addition, in order to balance risk and conserve financial and human resources, we have and may continue from time to time to
+defer commitment to production of product, which could result in delays to the continued progress of our clinical and nonclinical
+testing.
+
+ 
+
+In addition to the foregoing, the process of manufacturing
+our products is complex, highly regulated and subject to several risks, including but not limited to the following:
+
+ 
+
+ We, and our contract manufacturers, must comply with FDA s current Good Manufacturing Practice,
+( cGMP ), regulations and guidance. We, and our contract manufacturers, may encounter difficulties in achieving quality
+control and quality assurance and may experience shortages in qualified personnel. We, and our contract manufacturers, are subject
+to inspections by FDA and comparable agencies in other jurisdictions to confirm compliance with applicable regulatory requirements.
+Any failure to follow cGMP or other regulatory requirements or any delay, interruption or other issues that arise in the manufacture,
+fill-finish, packaging, or storage of our products as a result of a failure of our facilities or the facilities or operations of
+third parties to comply with regulatory requirements, or a failure to pass any regulatory authority inspection, could significantly
+impair our ability to develop and commercialize our products, including leading to significant delays in the availability of products
+for our clinical studies or the termination or hold on a clinical study, or the delay or prevention of a filing or approval of
+marketing applications for our product candidates. Significant noncompliance could also result in the imposition of sanctions,
+including injunctions, civil penalties, failure of regulatory authorities to grant marketing approvals for our product candidates,
+delays, suspension or withdrawal of approvals, license revocation, seizures or recalls of products, operating restrictions, adverse
+publicity, and criminal prosecutions, any of which could damage our reputation. If we are not able to maintain regulatory compliance,
+we may not be permitted to market our products and/or may be subject to product recalls, seizures, injunctions, or criminal prosecution.
+Any adverse developments affecting manufacturing operations for our products may result in shipment delays, inventory shortages,
+lot failures, product withdrawals or recalls, or other interruptions in the supply of our products. Once our product candidates
+are approved, we may also have to take inventory write-offs and incur other charges and expenses for products that fail to meet
+specifications, undertake costly remediation efforts or seek more costly manufacturing alternatives.
+
+ The manufacturing facilities in which our products are made could be adversely affected by equipment
+failures, plant closures, capacity constraints, competing customer priorities or changes in corporate strategy or priorities, process
+changes or failures, changes in business models or operations, materials or labor shortages, natural disasters, power failures
+and numerous other factors.
+
+ We are wholly dependent upon third party CMOs for the timely supply of adequate quantities of requisite
+quality product for our nonclinical, clinical and, if approved by regulatory authorities, commercial scale production.
+
+ The process of manufacturing biologics is extremely susceptible to product loss due to contamination,
+equipment failure or improper installation or operation of equipment, or vendor or operator error. Even minor deviations from normal
+manufacturing processes could result in reduced production yields, product defects and other supply disruptions. If microbial,
+viral or other contaminations are discovered in our products or in the manufacturing facilities in which our products are made,
+such manufacturing facilities may need to be closed for an extended period of time to investigate and remedy the contamination.
+
+ 
+
+ 20 
+
+ Table of Contents
+
+ 
+
+ 
+
+If any product candidate that we successfully develop
+does not achieve broad market acceptance among physicians, patients, healthcare payers and the medical community, the revenue that
+it generates may be limited.
+
+ 
+
+Even if our product candidates receive regulatory approval,
+they may not gain market acceptance among physicians, patients, healthcare payers, and the medical community. Coverage and reimbursement
+of our product candidates by third-party payers, including government payers, generally is also necessary for commercial success.
+The degree of market acceptance of any approved product candidates will depend on a number of factors, including:
+
+ 
+
+ the efficacy and safety as demonstrated in clinical trials;
+
+ the clinical indications for which the product candidate is approved;
+
+ acceptance by physicians, major operators of hospitals and clinics, and patients of the product
+candidate as a safe and effective treatment;
+
+ the potential and perceived advantages of product candidates over alternative treatments;
+
+ the safety of product candidates seen in a broader patient group, including its use outside the
+approved indications;
+
+ the cost of treatment in relation to alternative treatments;
+
+ the availability of adequate reimbursement and pricing by payers;
+
+ relative convenience and ease of administration;
+
+ the prevalence and severity of adverse events;
+
+ the effectiveness of our sales and marketing efforts; and
+
+ the ability to manage any unfavorable publicity relating to the product candidate.
+
+ 
+
+If any product candidate is approved but does not achieve
+an adequate level of acceptance by physicians, hospitals, healthcare payers, and patients, we may not generate sufficient revenue
+from that product candidate and may not become or remain commercially attractive as a standalone indication for that product.
+
+ 
+
+Reimbursement may be limited or unavailable in
+certain market segments for our product candidates, which could make it difficult for us to sell our product candidates profitably.
+
+ 
+
+Market acceptance and sales of our product candidates
+will depend significantly on the availability of adequate insurance coverage and reimbursement from third-party payers for any
+of our product candidates and may be affected by existing and future health care reform measures. Government authorities and third-party
+payers, such as private health insurers and health maintenance organizations, decide which drugs they will pay for and establish
+reimbursement levels. Reimbursement by a third-party payer may depend upon a number of factors including the third-party payer s
+determination that use of a product candidate is:
+
+ 
+
+ a covered benefit under its health plan;
+
+ safe, effective, and medically necessary;
+
+ appropriate for the specific patient;
+
+ cost-effective; and
+
+ neither experimental nor investigational.
+
+ 
+
+Obtaining coverage and reimbursement approval for a product
+candidate from a government or other third-party payer is a time-consuming and costly process that could require us to provide
+supporting scientific, clinical, and cost effectiveness data for the use of our product candidates to the payer. We may not be
+able to provide data sufficient to gain acceptance with respect to coverage and reimbursement. We cannot be sure that coverage
+or adequate reimbursement will be available for any of our product candidates. Also, we cannot be sure that reimbursement amounts
+will not reduce the demand for, or the price of, our product candidates. If reimbursement is not available or is available only
+to limited levels or with restrictions, we may not be able to commercialize certain of our product candidates profitably, or at
+all, even if approved.
+
+ 
+
+In the United States and in certain foreign jurisdictions, there have been
+a number of legislative and regulatory changes to the health care system that could affect our ability to sell our product candidates
+profitably. In particular, the Medicare Modernization Act of 2003 revised the payment methods for many product candidates under
+Medicare. This has resulted in lower rates of reimbursement. There have been numerous other federal and state initiatives designed
+to reduce payment for pharmaceuticals.
+
+ 
+
+As a result of legislative proposals and the trend toward
+managed health care in the United States, third-party payers are increasingly attempting to contain health care costs by limiting
+both coverage and the level of reimbursement of new drugs. They may also refuse to provide coverage of approved product candidates
+for medical indications other than those for which FDA has granted market approvals. As a result, significant uncertainty exists
+as to whether and how much third-party payers will reimburse patients for their use of newly approved drugs, which in turn will
+put pressure on the pricing of drugs. We could be subject to pricing pressures in connection with the sale of our product candidates
+due to the trend toward managed health care, the increasing influence of health maintenance organizations, and additional legislative
+proposals as well as country, regional, or local healthcare budget limitations.
+
+ 
+
+Similar concerns about the costs of treatment have been
+raised in Europe and the United Kingdom, where the cost effectiveness of CAR-T therapies
+have been an impediment to utilization of Kymriah and YESCARTA. If CAR-T companies
+are not able to convince regulators and payers in national healthcare systems that the benefits of a CAR-T therapy outweigh its
+costs, the market for lenzilumab might not develop.
+
+ 
+
+ 21 
+
+ Table of Contents
+
+ 
+
+ 
+
+If we are unable to establish sales and marketing
+capabilities or fail to enter into agreements with third parties to market and sell any product candidates we may successfully
+develop, we may not be able to effectively market and sell any such product candidates.
+
+ 
+
+We do not currently have the sales and marketing infrastructure
+in place that would be necessary to sell and market products. As our drug candidates progress, while we may build the infrastructure
+that would be needed to successfully market and sell any successful drug candidate, we currently anticipate seeking strategic alliances
+and partnerships with third parties, particularly for any drug candidates that we determine would require larger sales efforts.
+The establishment of a sales and marketing operation can be expensive and time consuming and could delay any product candidate
+launch.
+
+ 
+
+Governments may impose price controls, which may
+adversely affect our future profitability.
+
+ 
+
+We intend to seek approval to market our future product
+candidates in the United States and potentially in foreign jurisdictions. If we obtain approval in one or more foreign jurisdictions,
+we will be subject to rules and regulations in those jurisdictions relating to our product candidates. In some foreign countries,
+particularly in the European Union, the pricing of prescription pharmaceuticals and biologics is subject to governmental control.
+In these countries, pricing negotiations with governmental authorities can take considerable time after the receipt of marketing
+approval for a product candidate. If reimbursement of our future products is unavailable or limited in scope or amount, or if pricing
+is set at unsatisfactory levels, we may be unable to achieve or sustain profitability.
+
+ 
+
+We face potential product liability exposure and,
+if successful claims are brought against us, we may incur substantial liability for a product candidate and may have to limit its
+commercialization.
+
+ 
+
+The use of our product candidates in clinical trials
+and the sale of any product candidates for which we may obtain marketing approval expose us to the risk of product liability claims.
+Product liability claims may be brought against us or any future development partners by participants enrolled in our clinical
+trials, patients, health care providers, or others using, administering, or selling our product candidates. If we cannot successfully
+defend ourselves against any such claims, or have insufficient insurance protection, we would incur substantial liabilities. Regardless
+of merit or eventual outcome, product liability claims may result in:
+
+ 
+
+ withdrawal of clinical trial participants;
+
+ termination of clinical trial sites or entire trial programs;
+
+ costs of related litigation;
+
+ substantial monetary awards to trial participants or other claimants;
+
+ decreased demand for our product candidates and loss of revenue;
+
+ impairment of our business reputation;
+
+ diversion of management and scientific resources from our business operations; and
+
+ the inability to commercialize our product candidates.
+
+ 
+
+We have obtained limited product liability insurance
+coverage for our clinical trials domestically and in selected foreign countries where we are conducting clinical trials. As such,
+our insurance coverage may not reimburse us or may not be sufficient to reimburse us for any expenses or losses we may suffer.
+Moreover, insurance coverage is becoming increasingly expensive and in the future we may not be able to maintain insurance coverage
+at a reasonable cost or in sufficient amounts to protect us against losses due to product liability. We intend to expand our insurance
+coverage for product candidates to include the sale of commercial products if we obtain marketing approval for our product candidates
+in development; however, we may be unable to obtain commercially reasonable product liability insurance for any product candidates
+approved for marketing. Large judgments have been awarded in class action lawsuits based on drugs that had unanticipated side effects.
+A successful product liability claim or series of claims brought against us, particularly if judgments exceed our insurance coverage,
+could decrease our working capital and adversely affect our business.
+
+ 
+
+Our insurance policies are expensive and protect
+us only from some business risks, which leaves us exposed to significant uninsured liabilities.
+
+ 
+
+We do not carry insurance for all categories of risk
+that our business may encounter. Some of the policies we currently maintain include general liability, employment practices liability,
+property, auto, workers compensation, products liability, and directors and officers insurance. We do not
+know, however, if we will be able to maintain existing insurance with adequate levels of coverage. Any significant, uninsured liability
+may require us to pay substantial amounts, which would adversely affect our working capital and results of operations.
+
+ 
+
+ 22 
+
+ Table of Contents
+
+ 
+
+ 
+
+Our employees and consultants may engage in misconduct
+or other improper activities, including noncompliance with regulatory standards, which could have a material adverse effect on
+our business.
+
+ 
+
+We are exposed to the risk of employee fraud or other
+misconduct. Misconduct by employees or consultants could include intentional failures to comply with FDA regulations
+or similar regulations of comparable foreign regulatory authorities, failure to provide accurate information to FDA or comparable
+foreign regulatory authorities, failure to comply with manufacturing standards, failure to comply with federal and state healthcare
+fraud and abuse laws and regulations and similar laws and regulations established and enforced by comparable foreign regulatory
+authorities, failure to report financial information or data accurately, violations of anti-bribery laws, or failure to disclose
+unauthorized activities to us. In particular, sales, marketing and business arrangements in the healthcare industry
+are subject to extensive laws and regulations intended to prevent fraud, kickbacks, self-dealing and other abusive practices. These
+laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission,
+customer incentive programs and other business arrangements. Employee or consultant misconduct could also involve the
+improper use of confidential information obtained in the course of our business, which could result in civil or criminal legal
+actions, regulatory sanctions, or serious harm to our reputation. We have adopted a Code of Business Conduct and Ethics
+and other corporate policies, but it is not always possible to identify and deter employee misconduct, and the precautions we take
+to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us
+from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If
+any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions
+could have a significant impact on our business and results of operations, including the imposition of significant fines or other
+sanctions.
+
+ 
+
+We may encounter difficulties in managing our growth
+and expanding our operations successfully.
+
+ 
+
+As we seek to advance our product candidates through
+clinical trials we will need to expand our development, regulatory, manufacturing, marketing, and sales capabilities, and contract
+with third parties to provide these capabilities for us. As our operations expand we expect that we will need to manage additional
+relationships with various development partners, suppliers, and other third parties. Future growth will impose significant added
+responsibilities on members of management. Our future financial performance and our ability to commercialize our product candidates
+and to compete effectively will depend in part on our ability to manage any future growth effectively. To that end, we must be
+able to manage our development efforts and clinical trials effectively. We may not be able to accomplish these tasks and our failure
+to accomplish any of them could prevent us from successfully growing our company. 
+
+ 
+
+We and any future development partners, third-party manufacturers and
+suppliers use hazardous materials, and any claims relating to improper handling, storage, or disposal of these materials could
+be time consuming or costly.
+
+ 
+
+We and any future development partners, third-party manufacturers
+and suppliers may use hazardous materials, including chemicals and biological agents and compounds that could be dangerous to human
+health and safety or the environment. Our operations and the operations of our development partner, third-party manufacturers and
+suppliers also produce hazardous waste products. Federal, state, and local laws and regulations govern the use, generation, manufacture,
+storage, handling, and disposal of these materials and wastes. Compliance with applicable environmental laws and regulations may
+be expensive and current or future environmental laws and regulations may impair our product development efforts. In addition,
+we cannot entirely eliminate the risk of accidental injury or contamination from these materials or wastes. We do not carry specific
+biological or hazardous waste insurance coverage and our property, casualty, and general liability insurance policies specifically
+exclude coverage for damages and fines arising from biological or hazardous waste exposure or contamination. Accordingly, in the
+event of contamination or injury we could be held liable for damages or be penalized with fines in an amount exceeding our resources,
+and our clinical trials or regulatory approvals could be suspended.
+
+ 
+
+Our internal computer systems, or those of our
+future development partners, third-party clinical research organizations or other contractors or consultants, may fail or suffer
+security breaches, which could result in a material disruption of our product development programs.
+
+ 
+
+Despite the implementation of security measures, our
+internal computer systems and those of our development partners, third-party clinical research organizations and other contractors
+and consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war, and telecommunication
+and electrical failures. While we have not experienced any such system failure, accident, or security breach to date, if such an
+event were to occur and cause interruptions in our operations, it could result in a material disruption of our programs. For example,
+the loss of clinical trial data for any of our product candidates could result in delays in our regulatory approval efforts and
+significantly increase our costs to recover or reproduce the data. To the extent that any disruption or security breach results
+in a loss of or damage to our data or applications or other data or applications relating to our technology or product candidates,
+or inappropriate disclosure of confidential or proprietary information, we could incur liabilities and the further development
+of our product candidates could be delayed.
+
+ 
+
+Healthcare reform measures, when implemented, could
+hinder or prevent our commercial success.
+
+ 
+
+There have been, and likely will continue to be, legislative
+and regulatory proposals at the federal and state levels directed at broadening the availability of health care and containing
+or lowering the cost of health care. We cannot predict the initiatives that may be adopted in the future. The continuing efforts
+of the government, insurance companies, managed care organizations, and other payers of healthcare services to contain or reduce
+costs of health care may adversely affect:
+
+ 
+
+ the demand for any drug products for which we may obtain regulatory approval;
+
+ our ability to set a price that we believe is fair for our product candidates;
+
+ our ability to generate revenue and achieve or maintain profitability;
+
+ the level of taxes that we are required to pay; and
+
+ the availability of capital.
+
+ 
+
+ 23 
+
+ Table of Contents
+
+ 
+
+ 
+
+We and any of our future development partners will be required to report
+to regulatory authorities if any of our approved products cause or contribute to adverse medical events, and any failure to do
+so would result in sanctions that would materially harm our business.
+
+ 
+
+If we and any future development partners are successful
+in commercializing our products, FDA and foreign regulatory authorities would require that we and any future development partners
+report certain information about adverse medical events if those products may have caused or contributed to those adverse events.
+The timing of our obligation to report would be triggered by the date we become aware of the adverse event as well as the nature
+of the event. We and any future development partners may fail to report adverse events we become aware of within the prescribed
+timeframe. We and any future development partners may also fail to appreciate that we have become aware of a reportable adverse
+event, especially if it is not reported to us as an adverse event or if it is an adverse event that is unexpected or removed in
+time from the use of our products. If we and any future development partners fail to comply with our reporting obligations, FDA
+or a foreign regulatory authority could take action including criminal prosecution, the imposition of civil monetary penalties,
+seizure of our products, or delay in approval or clearance of future products.
+
+ 
+
+Our product candidates for which we intend to seek
+approval as biologic products may face competition sooner than anticipated.
+
+ 
+
+With the enactment of the Biologics Price Competition
+and Innovation Act of 2009, or the BPCIA, as part of the Affordable Care Act, an abbreviated pathway for the approval of biosimilar
+and interchangeable biological products was created. The abbreviated regulatory pathway establishes legal authority for FDA to
+review and approve biosimilar biologics, including the possible designation of a biosimilar as interchangeable 
+based on its similarity to an existing brand product. Under the BPCIA, an application for a biosimilar product cannot be approved
+by FDA until 12 years after the original branded product was approved under a BLA. The law is complex and is still being interpreted
+and implemented by FDA. As a result, its ultimate impact, implementation, and meaning are subject to uncertainty. While it is uncertain
+when such processes intended to implement BPCIA may be fully adopted by FDA, any such processes could have a material adverse effect
+on the future commercial prospects for our biological products.
+
+ 
+
+We believe that any of our product candidates approved
+as biological products under a BLA should qualify for the 12-year period of exclusivity. However, there is a risk that FDA will
+not consider our product candidates to be reference products for competing products, potentially creating the opportunity for biosimilar
+competition sooner than anticipated. Moreover, the extent to which a biosimilar, once approved, will be substituted for any one
+of our reference products in a way that is similar to traditional generic substitution for non-biological products is not yet clear,
+and will depend on a number of marketplace and regulatory factors that are still developing. Finally, there is a risk that the
+12-year exclusivity period could be reduced which could negatively affect our products.
+
+ 
+
+In addition, foreign regulatory authorities may also
+provide for exclusivity periods for approved biological products. For example, biological products in Europe may be eligible for
+a 10-year period of exclusivity. However, biosimilar products have been approved under a sub-pathway of the centralized procedure
+since 2006. The pathway allows sponsors of a biosimilar product to seek and obtain regulatory approval based in part on the clinical
+trial data of an originator product to which the biosimilar product has been demonstrated to be similar. 
+In many cases, this allows biosimilar products to be brought to market without conducting the full suite of clinical trials typically
+required of originators. It is unclear whether we and our development partner would face competition to our products in European
+markets sooner than anticipated.
+
+ 
+
+We may in the future be subject to various U.S.
+federal and state laws pertaining to health care fraud and abuse, including anti-kickback, self-referral, false claims and fraud
+laws, and any violations by us of such laws could result in fines or other penalties.
+
+ 
+
+If one or more of our product candidates is approved,
+we will likely be subject to the various U.S. federal and state laws intended to prevent health care fraud and abuse. The federal
+anti-kickback statute prohibits the offer, receipt, or payment of remuneration in exchange for or to induce the referral of patients
+or the use of products or services that would be paid for in whole or part by Medicare, Medicaid or other federal health care programs.
+Remuneration has been broadly defined to include anything of value, including cash, improper discounts, and free or reduced price
+items and services. Many states have similar laws that apply to their state health care programs as well as private payers. Violations
+of the anti-kickback laws can result in exclusion from federal health care programs and substantial civil and criminal penalties.
+
+ 
+
+The False Claims Act imposes liability on persons who,
+among other things, present or cause to be presented false or fraudulent claims for payment by a federal health care program. The
+False Claims Act has been used to prosecute persons submitting claims for payment that are inaccurate or fraudulent, that are for
+services not provided as claimed, or for services that are not medically necessary. The False Claims Act includes a whistleblower
+provision that allows individuals to bring actions on behalf of the federal government and share a portion of the recovery of successful
+claims. If our marketing or other arrangements were determined to violate the False Claims Act or anti-kickback or related laws,
+then our revenue could be adversely affected, which would likely harm our business, financial condition, and results of operations.
+
+ 
+
+State and federal authorities have aggressively targeted
+medical technology companies for alleged violations of these anti-fraud statutes, based on improper research or consulting contracts
+with doctors, certain marketing arrangements that rely on volume-based pricing, off-label marketing schemes, and other improper
+promotional practices. Companies targeted in such prosecutions have paid substantial fines in the hundreds of millions of dollars
+or more, have been forced to implement extensive corrective action plans or corporate integrity agreements, and have often become
+subject to consent decrees severely restricting the manner in which they conduct their business. If we become the target of such
+an investigation or prosecution based on our contractual relationships with providers or institutions, or our marketing and promotional
+practices, we could face similar sanctions, which would materially harm our business.
+
+ 
+
+ 24 
+
+ Table of Contents
+
+ 
+
+ 
+
+Also, the Foreign Corrupt Practices Act and similar worldwide
+anti-bribery laws generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for
+the purpose of obtaining or retaining business. We cannot assure you that our internal control policies and procedures will protect
+us from reckless or negligent acts committed by our employees, future distributors, partners, collaborators or agents. Violations
+of these laws, or allegations of such violations, could result in fines, penalties, or prosecution and have a negative impact on
+our business, results of operations and reputation.
+
+ 
+
+Legislative or regulatory healthcare reforms in
+the United States may make it more difficult and costly for us to obtain regulatory approval of our product candidates and to produce,
+market, and distribute our products after approval is obtained.
+
+ 
+
+From time to time, legislation is drafted and introduced
+in Congress that could significantly change the statutory provisions governing the regulatory approval, manufacture, and marketing
+of regulated products or the reimbursement thereof. In addition, FDA regulations and guidance are often revised or reinterpreted
+by FDA in ways that may significantly affect our business and our products. Any new regulations or revisions or reinterpretations
+of existing regulations may impose additional costs or lengthen review times of our current product candidates or any future product
+candidates. We cannot determine what effect changes in regulations, statutes, legal interpretation or policies, when and if promulgated,
+enacted or adopted may have on our business in the future. Such changes could, among other things, require:
+
+ 
+
+ changes to manufacturing methods;
+
+ additional studies, including clinical studies;
+
+ recall, replacement, or discontinuance of one or more of our products; and
+
+ additional record-keeping.
+
+ 
+
+Each of these would likely entail substantial time and
+cost and could materially harm our business and our financial results. In addition, delays in receipt of or failure to receive
+regulatory approvals for any future products would harm our business, financial condition, and results of operations.
+
+ 
+
+Even if we are able to obtain regulatory approval
+for our product candidates, we will continue to be subject to ongoing and extensive regulatory requirements, and our failure to
+comply with these requirements could substantially harm our business.
+
+ 
+
+If we receive regulatory approval for our product candidates,
+we will be subject to ongoing FDA obligations and continued regulatory oversight and review, such as continued safety reporting
+requirements, and we may also be subject to additional FDA post-marketing obligations. If we are not able to maintain regulatory
+compliance, we may not be permitted to market our product candidates and/or may be subject to product recalls or seizures.
+
+ 
+
+If the FDA approves any of our product candidates, the labeling, manufacturing,
+packaging, storage, distribution, export, adverse event reporting, advertising, promotion and record-keeping for our products will
+be subject to extensive regulatory requirements. Violations of these regulatory requirements or the subsequent discovery of previously
+unknown problems with the products, including adverse events of unanticipated severity or frequency, may result in:
+
+ 
+
+ the issuance of warning or untitled letters;
+
+ requirements to conduct post-marking clinical trials;
+
+ restrictions on the marketing and distribution of the product, including potential withdrawal of
+the product from the market;
+
+ suspension of ongoing clinical trials;
+
+ the issuance of product recalls, import and export restrictions, seizures, and detentions; and
+
+ the issuance of injunctions, or imposition of other civil and/or criminal penalties.
+
+ 
+
+Our ability to utilize our net operating loss carryforwards
+and certain other tax attributes may be subject to certain limitations.
+
+ 
+
+We have incurred substantial losses
+during our history and do not expect to become profitable in the foreseeable future and may never achieve profitability. To the
+extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any,
+until such unused losses expire. We may be unable to use these losses to offset income before such unused losses expire. The Tax
+Cuts and Jobs Act, enacted in 2017, limited the use of net operating loss carryforwards for periods beginning after 2017 to eighty-percent
+of taxable income in the period to which the losses were carried. However, this limitation on the use of the carryforwards was
+eliminated by the Coronavirus Aid, Relief and Economic Security Act (the "CARES" Act) for tax years beginning before
+January 1, 2021. In addition, Section 382 of the Internal Revenue Code of 1986, as amended, may limit the utilization of net operating
+loss carryforwards. Under Section 382, if a corporation undergoes an , ' ': , ' ': ownership change (generally defined
+as a greater than 50% change (by value) in its equity ownership over a three-year period), the corporation s ability to
+use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income may be
+limited. We have recently and in the past experienced ownership changes that have resulted in limitations on the use of a portion
+of our net operating loss carryforwards. If we experience further ownership changes our ability to utilize our net operating loss
+carryforwards could be further limited.
+
+ 
+
+ 25 
+
+ Table of Contents
+
+ 
+
+ 
+
+We rely completely on third parties, most of which
+are sole source suppliers, to supply drug substance and manufacture drug product for our clinical trials and preclinical studies
+and intend to rely on other third parties to produce commercial supplies of product candidates, and our dependence on third parties
+could adversely impact our business.
+
+ 
+
+We are completely dependent on third-party suppliers,
+most of which are sole source suppliers of the drug substance and drug product for our product candidates. We regularly evaluate
+potential alternate sources of supply but there can be no assurance that any such suppliers would be available, acceptable or successful.
+The costs of manufacturing our drug candidates are high, and we will require additional capital to ensure that we can maintain
+an adequate supply to conduct our contemplated development programs.
+
+ 
+
+If our third-party suppliers do not supply sufficient
+quantities for product candidates to us on a timely basis and in accordance with applicable specifications and other regulatory
+requirements, there could be a significant interruption of our supplies, which would adversely affect clinical development of the
+product candidate, including affecting our ability to enroll in and timely progress clinical trials. Furthermore, if any of our
+contract manufacturers cannot successfully manufacture material that conforms to our specifications and with regulatory requirements,
+we will not be able to secure and/or maintain regulatory approval, if any, for our product candidates.
+
+ 
+
+We will also rely on our contract manufacturers to purchase
+from third-party suppliers the materials necessary to produce our product candidates for our anticipated clinical trials. There
+are a small number of suppliers for certain capital equipment and raw materials used to manufacture our product candidates. We
+do not have any control over the process or timing of the acquisition of these raw materials by our contract manufacturers. Moreover,
+we currently do not have agreements in place for the commercial production of these raw materials. Any significant delay in the
+supply of a product candidate or the raw material components thereof for an ongoing clinical trial could considerably delay completion
+of that clinical trial, product candidate testing, and potential regulatory approval of that product candidate.
+
+ 
+
+We do not expect to have the resources or capacity to commercially manufacture
+any of our proposed product candidates if approved, and will likely continue to be dependent on third-party manufacturers. Our
+dependence on third parties to manufacture and supply us with clinical trial materials and any approved product candidates may
+adversely affect our ability to develop and commercialize our product candidates on a timely basis.
+
+ 
+
+We may not be successful in establishing and maintaining
+development partnerships and licensing agreements, which could adversely affect our ability to develop and commercialize product
+candidates.
+
+ 
+
+Part of our strategy is to enter into development partnerships
+and licensing agreements. We face significant competition in seeking appropriate partners and the negotiation process is time consuming
+and complex. Even if we are successful in securing a development partnership, we may not be able to continue it. Moreover, we may
+not be successful in our efforts to establish a development partnership or other alternative arrangements for any of our other
+existing or future product candidates and programs because, among other reasons, our research and development pipeline may be insufficient,
+our product candidates and programs may be deemed to be at too early a stage of development for collaborative effort and/or third
+parties may not view our product candidates and programs as having the requisite potential to demonstrate safety and efficacy.
+Even if we are successful in our efforts to establish new development partnerships, the terms that we agree upon may not be favorable
+to us and we may not be able to maintain such development partnerships if, for example, development or approval of a product candidate
+is delayed or sales of an approved product candidate are disappointing. Any delay in entering into new development partnership
+agreements related to our product candidates could delay the development and commercialization of our product candidates and reduce
+their competitiveness if they reach the market.
+
+ 
+
+Moreover, if we fail to establish and maintain additional
+development partnerships related to our product candidates:
+
+ 
+
+ the development of our current or future product candidates may be terminated or delayed;
+
+ our cash expenditures related to development of certain of our current or future product candidates
+would increase significantly and we may need to seek additional financing;
+
+ we may be required to hire additional employees or otherwise develop expertise, such as sales and
+marketing expertise, for which we have not budgeted; and
+
+ we will bear all of the risk related to the development of any such product candidates.
+
+ 
+
+Our or any new partner s failure to develop, manufacture
+or effectively commercialize our product would result in a material adverse effect on our business and results of operations and
+would likely cause our stock price to decline.
+
+ 
+
+Currently pending, threatened or future litigation
+or governmental proceedings or inquiries could result in material adverse consequences, including judgments or settlements.
+
+ 
+
+We are, or may from time to time become, involved
+in lawsuits, inquiries and other legal proceedings. See "Business—Legal Proceedings" set forth elsewhere in
+this prospectus for information regarding currently pending litigation that could have a material impact on the Company. Many
+of these matters raise complicated factual and legal issues and are subject to uncertainties and complexities, all of which make
+the matters costly to address. The timing of the final resolutions to any such lawsuits, inquiries, and other legal proceedings
+is uncertain.
+
+ 
+
+Additionally, the possible outcomes or resolutions to these
+matters could include adverse judgments or settlements, either of which could require substantial payments, adversely affecting
+our consolidated financial condition, results of operations and cash flows. Any judgment against us, the entry into any settlement
+agreement, or the imposition of any fine could have a material adverse effect on our consolidated financial condition, results
+of operations and cash flows.
+
+ 
+
+ 26 
+
+ Table of Contents
+
+ 
+
+ 
+
+ 
+
+Risks Related to Intellectual Property
+
+ 
+
+If we fail to adequately protect or enforce our
+intellectual property rights or secure rights to patents of others, the value of our intellectual property rights would diminish,
+and our business and competitive position would suffer.
+
+ 
+
+Our success, competitive position and future revenues
+will depend in part on our ability and the abilities of our licensors and licensees to obtain and maintain patent protection for
+our products, methods, processes and other technologies, to preserve our trade secrets, to prevent third parties from infringing
+on our proprietary rights and to operate without infringing the proprietary rights of third parties. We have an active patent
+protection program that includes filing patent applications on new compounds, formulations, delivery systems and methods of making
+and using products and prosecuting these patent applications in the United States and abroad. As patents issue, we also file continuation
+applications as appropriate. Although we have taken steps to build what we believe to be a strong patent portfolio, we cannot
+predict:
+
+ 
+
+ the degree and range of protection any patents will afford us against competitors, including whether
+third parties find ways to invalidate or otherwise circumvent our licensed patents;
+
+ if and when patents will issue in the United States or any other country;
+
+ whether or not others will obtain patents claiming aspects similar to those covered by our licensed
+patents and patent applications;
+
+ whether we will need to initiate litigation or administrative proceedings to protect our intellectual
+property rights, which may be costly whether we win or lose;
+
+ whether any of our patents will be challenged by our competitors alleging invalidity or unenforceability
+and, if opposed or litigated, the outcome of any administrative or court action as to patent validity, enforceability or scope;
+
+ whether a competitor will develop a similar compound that is outside the scope of protection afforded
+by a patent or whether the patent scope is inherent in the claims modified due to interpretation of claim scope by a court;
+
+ whether there were activities previously undertaken by a licensor that could limit the scope, validity
+or enforceability of licensed patents and intellectual property; or
+
+ whether a competitor will assert infringement of its patents or intellectual property, whether
+or not meritorious, and what the outcome of any related litigation or challenge may be.
+
+ 
+
+Our success also depends upon the skills, knowledge and
+experience of our scientific and technical personnel, our consultants and advisors as well as our licensors, sublicensees and contractors.
+To help protect our proprietary know-how and our inventions for which patents may be unobtainable or difficult to obtain, we rely
+on trade secret protection and confidentiality agreements. To this end, we require all employees, consultants and board members
+to enter into agreements that prohibit the disclosure of confidential information and, where applicable, require disclosure and
+assignment to us of the ideas, developments, discoveries and inventions important to our business. These agreements may not provide
+adequate protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use or disclosure
+or the lawful development by others of such information. If any of our trade secrets, know-how or other proprietary information
+is disclosed, the value of our trade secrets, know-how and other proprietary rights would be significantly impaired, and our business
+and competitive position would suffer.
+
+ 
+
+Due to legal and factual uncertainties regarding
+the scope and protection afforded by patents and other proprietary rights, we may not have meaningful protection from competition.
+
+ 
+
+Our long-term success will substantially depend upon
+our ability to protect our proprietary technologies from infringement, misappropriation, discovery and duplication and avoid infringing
+the proprietary rights of others. Our patent rights, and the patent rights of biopharmaceutical companies in general, are highly
+uncertain and include complex legal and factual issues. These uncertainties also mean that any patents that we own or may obtain
+in the future could be subject to challenge, and even if not challenged, may not provide us with meaningful protection from competition.
+Patents already issued to us or our pending applications may become subject to dispute, and any dispute could be resolved against
+us.
+
+ 
+
+If some or all of our or any licensor s patents
+expire or are invalidated or are found to be unenforceable, or if some or all of our patent applications do not result in issued
+patents or result in patents with narrow, overbroad, or unenforceable claims, or claims that are not supported in regard to written
+description or enablement by the specification, or if we are prevented from asserting that the claims of an issued patent cover
+a product of a third party, we may be subject to competition from third parties with products in the same class of products as
+our product candidates or products with the same active pharmaceutical ingredients as our product candidates, including in those
+jurisdictions in which we have no patent protection.
+
+ 
+
+Our commercial success will depend in part on obtaining
+and maintaining patent and trade secret protection for our product candidates, as well as the methods for treating patients in
+the product indications using these product candidates. We will be able to protect our product candidates and the methods for treating
+patients in the applicable product indications using these product candidates from unauthorized use by third parties only to the
+extent that we or our exclusive licensor owns or controls such valid and enforceable patents or trade secrets.
+
+ 
+
+ 27 
+
+ Table of Contents
+
+ 
+
+ 
+
+Even if our product candidates and the methods for treating
+patients for prescribed indications using these product candidates are covered by valid and enforceable patents and have claims
+with sufficient scope, disclosure and support in the specification, the patents will provide protection only for a limited amount
+of time. Our and any licensor s ability to obtain patents can be highly uncertain and involve complex and in some cases unsettled
+legal issues and factual questions. Furthermore, different countries have different procedures for obtaining patents, and patents
+issued in different countries provide different degrees of protection against the use of a patented invention by others. Therefore,
+if the issuance to us or any licensor, in a given country, of a patent covering an invention is not followed by the issuance, in
+other countries, of patents covering the same invention, or if any judicial interpretation of the validity, enforceability, or
+scope of the claims in, or the utility, written description or enablement in, a patent issued in one country is not similar to
+the interpretation given to the corresponding patent issued in another country, our ability to protect our intellectual property
+in those countries may be limited. Changes in either patent laws or in interpretations of patent laws in the United States and
+other countries may materially diminish the value of our intellectual property or narrow the scope of our patent protection.
+
+ 
+
+We may be subject to competition from third parties with products in the same
+class of products as our product candidates, or products with the same active pharmaceutical ingredients as our product candidates
+in those jurisdictions in which we have no patent protection. Even if patents are issued to us or any licensor regarding our product
+or methods of using them, those patents can be challenged by our competitors who can argue such patents are invalid or unenforceable
+on a variety of grounds, including lack of utility, lack sufficient written description or enablement, utility, or that the claims
+of the issued patents should be limited or narrowly construed. Patents also will not protect our product candidates if competitors
+devise ways of making or using these products without legally infringing our patents. The current U.S. regulatory environment may
+have the effect of encouraging companies to challenge branded drug patents or to create non-infringing versions of a patented product
+in order to facilitate the approval of ANDAs for generic substitutes. These same types of incentives encourage competitors to submit
+NDAs that rely on literature and clinical data not prepared for or by the drug sponsor, providing another less burdensome pathway
+to approval.
+
+ 
+
+If we infringe the rights of third parties, we
+could be prevented from selling products and be forced to defend against litigation and pay damages.
+
+ 
+
+There is a risk that we are infringing the proprietary
+rights of third parties because numerous United States and foreign issued patents and pending patent applications, which are owned
+by third parties, exist in the fields that are the focus of our development and manufacturing efforts. Others might have been the
+first to make the inventions covered by each of our or any licensor s pending patent applications and issued patents and/or
+might have been the first to file patent applications for these inventions. In addition, because patent applications take many
+months to publish and patent applications can take many years to issue, there may be currently pending applications, unknown to
+us or any licensor, which may later result in issued patents that cover the production, manufacture, synthesis, commercialization,
+formulation or use of our product candidates. In addition, the production, manufacture, synthesis, commercialization, formulation
+or use of our product candidates may infringe existing patents of which we are not aware. Defending ourselves against third-party
+claims, including litigation in particular, would be costly and time consuming and would divert management s attention from
+our business, which could lead to delays in our development or commercialization efforts. If third parties are successful in their
+claims, we might have to pay substantial damages or take other actions that are adverse to our business.
+
+ 
+
+If our products, methods, processes and other technologies
+infringe the proprietary rights of other parties, we could incur substantial costs and may have to:
+
+ 
+
+ obtain licenses, which may not be available on commercially reasonable terms, if at all;
+
+ redesign our products or processes to avoid infringement, which may not be possible or could require
+substantial funds and time;
+
+ stop using the subject matter claimed in patents held by others, which could cause us to lose the
+use of one or more of our drug candidates;
+
+ pay damages royalties, or other amounts; or
+
+ grant a cross license to our patents to another patent holder.
+
+ 
+
+We expect that, as our drug candidates move further into
+clinical trials and commercialization and our public profile is raised, we will be more likely to be subject to such claims.
+
+ 
+
+We may fail to comply with any of our obligations
+under existing agreements pursuant to which we license or have otherwise acquired rights or technology, which could result in the
+loss of rights or technology that are material to our business.
+
+ 
+
+We are a party to technology licenses and have acquired
+certain assets and rights that are important to our business and we may enter into additional licenses or acquire additional assets
+and rights in the future. We currently hold licenses from Ludwig Institute for Cancer Research ( LICR ), BioWa, Inc.
+( BioWa ), Lonza Sales AG ( Lonza ) Mayo Foundation ( Mayo ) and the University of Zurich ( UZH ).
+These licenses impose various commercial, contingent payments, royalty, insurance, indemnification, and other obligations on us.
+If we fail to comply with these obligations, the licensor may have the right to terminate the license or take back rights or assets,
+in which event we would lose valuable rights under our collaboration agreements, potential claims and our ability to develop product
+candidates. 
+
+ 
+
+We may be subject to claims that our consultants or independent contractors
+have wrongfully used or disclosed alleged trade secrets of their other clients or former employers to us.
+
+ 
+
+As is common in the biotechnology and pharmaceutical
+industry, we engage the services of consultants to assist us in the development of our product candidates. Many of these consultants
+were previously employed at, or may have previously or may be currently providing consulting services to, other biotechnology or
+pharmaceutical companies including our competitors or potential competitors. We may become subject to claims that our company or
+a consultant inadvertently or otherwise used or disclosed trade secrets or other information proprietary to their former employers
+or their former or current clients. Litigation may be necessary to defend against these claims. Even if we are successful in defending
+against these claims, litigation could result in substantial costs and be a distraction to our management team.
+
+ 
+
+ 28 
+
+ Table of Contents
+
+ 
+
+ 
+
+We may not be able to protect our intellectual
+property rights throughout the world.
+
+ 
+
+Filing, prosecuting and defending patents on product
+candidates in all countries throughout the world would be prohibitively expensive, and we intend to seek patent protection only
+in selected countries. Our intellectual property rights in some countries outside the United States can be less extensive than
+those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the
+same extent as federal and state laws in the United States. Consequently, we may not be able to prevent third parties from practicing
+our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and
+into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained
+patent protection to develop their own products and further, may export otherwise infringing products to territories where we have
+patent protection, but enforcement is not as strong as that in the United States. These products may compete with our product candidates
+and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.
+
+ 
+
+Many companies have encountered significant problems
+in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly
+certain developing countries, do not favor the enforcement of patents and other intellectual property protection, particularly
+those relating to biopharmaceuticals, which could make it difficult for us to stop the infringement of our patents or marketing
+of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions
+could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents
+at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third
+parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded,
+if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world
+may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.
+
+ 
+
+ 29 
+
+ Table of Contents
+
+ 
+
+ 
+
+CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
+
+ 
+
+This prospectus contains forward-looking
+statements. The forward-looking statements are contained principally in the sections entitled Prospectus Summary, 
+ Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations 
+and Business. These statements relate to future events or to our future financial performance and involve known and
+unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially
+different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking
+statements include, but are not limited to, statements about:
+
+ 
+
+ the evolution of scientific discovery around the coronavirus, COVID-19 and the lung dysfunction resulting in some patients
+may indicate that cytokine storm is caused by or results from something other than elevated GM-CSF levels;
+
+ our ability to successfully complete our Phase III trial of lenzilumab for the prevention and treatment of cytokine storm
+in COVID-19 pneumonia;
+
+ the ultimate impact of the COVID-19 pandemic, or any other health epidemic, on our business, our clinical trials, our research
+programs, healthcare systems or the global economy as a whole;
+
+ our ability to research, develop and commercialize our product candidates, including our ability to do so before our competitors
+develop and receive FDA approval for treatments or vaccines for COVID-19;
+
+ our ability to execute our strategy and business plan focused on developing our proprietary monoclonal antibody portfolio
+and our GM-CSF knockout gene-editing CAR-T platform;
+
+ our ability to attract and retain other collaborators with development, regulatory and commercialization expertise to pursue
+the other initiatives in our development pipeline;
+
+ our ability to successfully pursue the Kite collaboration;
+
+ our ability to attain the additional financing
+ we will need to pursue our development initiatives and commercialize our product candidates
+ on favorable terms or at all;
+
+ our ability to successfully list our common
+ stock and maintain the listing of our common stock on the Nasdaq Capital Market;
+
+ the timing of the initiation, enrollment and completion of planned clinical trials;
+
+ our ability to timely source adequate supply of our development products from third-party manufacturers on which we depend;
+
+ the potential, if any, for future development of any of our present or future products;
+
+ increasing levels of market acceptance of CAR-T therapies and the development of a market for lenzilumab in these therapies;
+
+ our ability to successfully progress, partner or complete further development of our programs;
+
+ the potential timing and outcomes of development, preclinical and clinical studies of lenzilumab, ifabotuzumab, HGEN005,
+any of our CAR-T projects and the uncertainties inherent in development, preclinical and clinical testing;
+
+ our ability to identify and develop additional uses for our products;
+
+ our ability to attain market exclusivity and/or to protect our intellectual property and to operate our business without
+infringing on the intellectual property rights of others;
+
+ the outcome of pending, threatened or future litigation;
+
+ acquisitions or in-licensing transactions
+ that we may pursue may fail to perform as expected;
+
+ our ability to obtain and maintain regulatory approval of our product candidates, and any related restrictions;
+
+ limitations and/or warnings in the label of an approved product candidate;
+
+ changes in the regulatory landscape that may prevent us from pursuing or realizing any of the
+expected benefits from the various regulatory incentives, or the imposition of regulations that affect our products; 
+
+ the success, progress, timing and costs of our efforts to evaluate or consummate various strategic alternatives if in the
+best interests of our stockholders; and
+
+ the accuracy of our estimates regarding expenses, future revenues, capital requirements and needs for additional financing.
+
+ 
+
+In some cases, you can identify these
+statements by terms such as anticipate, believe, could, estimate, expects, 
+ intend, may, plan, potential, predict, project, 
+ should, will, would or the negative of those terms, and similar expressions that
+convey uncertainty of future events or outcomes. These forward-looking statements reflect our management s beliefs and views
+with respect to future events and are based on estimates and assumptions as of the date of this prospectus and are subject to risks
+and uncertainties. In addition, statements that we believe and similar statements reflect our beliefs and opinions
+on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while
+we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our
+statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available
+relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
+We discuss many of the risks associated with the forward-looking statements in this prospectus in greater detail under the heading
+ Risk Factors. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from
+time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business
+or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
+in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking
+statements.
+
+ 
+
+You should carefully read this prospectus and the documents
+that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part,
+completely and with the understanding that our actual future results may be materially different from what we expect. We qualify
+all of the forward-looking statements in this prospectus by these cautionary statements.
+
+ 
+
+Except as required by law, we assume no obligation to
+update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated
+in any forward-looking statements, whether as a result of new information, future events or otherwise.
+
+ 
+
+Any forward-looking statement made by us in this prospectus
+is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation
+to publicly update any forward-looking statement, whether written or oral that may be made from time to time, whether as a result
+of new information, future developments or otherwise, except as required by applicable law.
+
+ 
+
+ 30 
+
+ Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001351172_liminal_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001351172_liminal_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001351172_liminal_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001365916_amyris-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001365916_amyris-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001365916_amyris-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001372184_reic_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001372184_reic_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..70e1f0631c6f09e375673488688a2c4f23ee906f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001372184_reic_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this Prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire Prospectus, including our financial statements and the documents to which we refer you. The following summary is qualified in its entirety by reference to the detailed information appearing elsewhere in this Registration Statement of which this Prospectus is a part. Unless the context indicates or suggests otherwise, references to "we," "our," "us," the "Company," or the "Registrant" refer to New You, Inc., a Nevada corporation, and its wholly-owned subsidiary, New You LLC, see merger information below. Business Overview New You, Inc. s principal business is the marketing of unique and proprietary cannabidiol ("CBD") products, which include CBD beverage enhancers that can be added to any beverage, CBD infused coffee, and CBD oil tinctures. The Company has 7 products: DROPS - 220 mgs of CBD – odorless, tasteless, flavorless and can be added to any beverage or liquid. CB2 & CBD 2 Plus - A Multi Spectrum Hemp-extracted CBD and Beta-Caryophyllene ( -Caryophyllene is the primary sesquiterpene contributing to the spiciness of black pepper; it is also a major constituent of cloves, hops, rosemary, copaiba, and cannabis), naturally blended coconut-derived MCT oil (made from a coconut fat called medium-chain triglyceride) and a hint of peppermint. Drops for Pets - This 50 mgs CBD product is designed to be used by pets. ENDO30 – oCAFFE CANNA - Caffe Canna is a rich organic CBD-infused non-GMO dark roast coffee oABSORB – Made of a Japanese root and rice flour veggie capsule. oRELEASE - Made with organic Clove, Cascara Sagrada, Agave Inulin, Rhubarb Root Extract, Slippery Elm Bark, Aloe Vera and other herbs. Drops FX –Our proprietary blend of CBD and Vitamins B3, B6, B9 & B12, that you can use in any drink or liquid. Drops FX Sleep –A blend of CBD, GABA (Gamma-amino butyric acid is an amino acid in the body that acts as a neurotransmitter in the central nervous system), Melatonin, Valerian Root. NanoX – A water soluble, Full Spectrum DBD made with Purified Water, NanoX Liposomal Hemp Complex (Hemp Extracts, Purified Water, Gum Acacia, MCT Oil (from Coconut)), Colloidal Silver (20ppm), Liposomal Methyl B12, Liposomal CoQ10, Liposomal Curcumin, Stevia Leaf Extract. The Cream – A topical skin cream made with Cannabidiol (1,000 mg of whole plant CBD isolate per 60 mL), Purified Water (Aqua), Glyceryl Stearate SE, Cannabis Sativa (Hemp) Seed Oil, Cocos Nucifera (Coconut) Oil, Ethyl Macadamiate, Stearic Acid, Cetearyl Alcohol, Pentylene Glycol, Oryza Sativa (Rice) Bran Extract, Tocopherol, Eucalyptus Globulus Leaf Oil, Origanum majorana, Potassium Hydroxide, Hydroxypropyl Starch Phosphate, Phenoxyethanol, Caprylyl Glycol, Tetra- sodium Glutamate Diacetate, Pentanediol New You, Inc. through its wholly owned subsidiary, New You LLC, markets and sells its products through a multi-level marketing and direct sales opportunity afforded to independent business owners called "Brand Partners". Commissions are earned on product sales to Brand Partners and their customers at a rate of 10% for every transaction, plus a specified spread on recurring sales. Brand Partners earn a 5% commission on sales by other team members at lower levels up to nine level below the Brand Partner. Brand Partners can earn an additional bonus for customer sales and team sales. The team bonus is $400 for each time the team bonus volume reaches a certain amount in a 30 day period. Brand Partners can also earn an initial bonus of 20% of the transaction value for qualifying Brand Partners in the Brand Partner s first 30 days. There is a risk that Brand Partners may find it difficult to sell in a network marketing environment. Brand Partners may also find it difficult to sell CBD related products due to the uncertainty surrounding FDA regulations of CBD and hemp related products. Lastly, public perception of CBD products may be negative, as such products are derived from the Hemp plant. The Company does not hold any patents or trademarks and, as a result, may be vulnerable to competition from other companies offering very similar products and product brands. The Company purchases inventory from Carlsbad Naturals, LLC. Carlsbad Naturals, LLC is owned by one of the shareholders of New You, Inc. As a result, we are dependent on a related party for product inventory and do not have a broad base of unaffiliated suppliers. The officers and directors of the Company own 38.10% of the outstanding common shares. Accordingly, management will have a determinative influence on matters requiring shareholder approval. We conduct our principal operations through one operating subsidiary, New You LLC, a Wyoming limited liability company. Our net losses for 2019 and the three months ended March 31, 2020 were $1,692,298 and $964,736, respectively. The Company will need to raise between $250,000 and $500,000 in additional capital to fund operations based on the current level of sales. We can provide no assurance that the required additional capital will be available to us on favorable terms, or at all. Change In Control and Transition to the New You LLC Business We were originally incorporated as Nova Mining Corporation in Nevada on December 29, 2005. After a change in control the Company changed its name to "The Radiant Creations Group, Inc." Prior to our transition to the New You, LLC business, we were focused on developing and marketing a skin cr me and other cosmetic and over-the-counter personal enhancement products and devices. On July 11, 2018, we closed our Subscription and Securities Purchase Agreement (the "SPA") with three investors, Carlsbad Naturals, LLC, Ray Grimm, and Nish Mehta. Under the SPA, the investors were issued a (collectively) controlling interest in the Company consisting of a total of 9,695,328 shares of common stock. These shares were issued in exchange for a total Purchase Price of $95,000. The Purchase Price was used to settle and retire our notes payable, for certain compliance costs, and for general working capital. In conjunction with the SPA, our formerly controlling shareholder, Biodynamic Molecular Technologies, LLC, exchanged its preferred stock for a total of 269,315 shares of common stock. Upon issue, these shares were transferred to principal of Biodynamic Molecular Technologies, LLC, Michael Alexander. This common stock position, which represented 2.5% of our post-closing common stock, was formerly non-dilutable for a period of one (1) year. We conduct our current operations through our wholly-owned subsidiary, New You LLC. New You LLC was formed with three founding members – Ray Grimm, Jr., Nish Mehta, and Jared Berry – and began its operations on August 1, 2018. From its inception, New You, LLC has focused on the marketing and distribution of CBD-related products through its network marketing program. Following its acquisition by the Company on January 9, 2019, New You, LLC has continued its operations without interruption as a wholly-owned subsidiary of the Company. On January 9, 2019, The Radiant Creations Group, Inc. completed a reverse recapitalization ("Recapitalization") with New You LLC, a privately held Wyoming limited liability company in accordance with the terms of a share exchange agreement ("Share Exchange Agreement"). Pursuant to the Share Exchange Agreement, The Radiant Creations Group, Inc. issued 15,974,558 common shares in exchange for one hundred percent (100%) of the outstanding units of New You LLC (11,450 units), with New You LLC becoming a wholly-owned operating subsidiary of the consolidated company. The transaction was accounted for as a reverse recapitalization because The Radiant Creations Group, Inc. was a shell company prior to the transaction. For accounting purposes, New You LLC is considered to have obtained the net monetary assets of The Radiant Creations Group, Inc. in exchange for equity. Upon the consummation of the Recapitalization, the historical financial statements of New You LLC became the consolidated company s historical financial statements. Following the New You LLC acquisition, the Company has focused exclusively on developing and expanding New You LLC s multi-level marketing and direct sales operation for CBD products. On March 8, 2019, pursuant to stockholder consent, we changed our name to New You, Inc. and approved a reverse split of our common stock on a 1 for 50 basis. Except where otherwise indicated, all share and per share amounts in this filing have been retrospectively adjusted to reflect this reverse split. Corporate Information Our principal executive offices are located at 3246 Grey Hawk Court, Carlsbad, California 92010. Our telephone number is (866) 611-4694. We maintain a corporate website at www.newyounow.com. Transfer Agent The transfer agent for our Common Stock is Action Stock Transfer at 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, Utah 84121. The transfer agent s telephone number is (801) 274-1088. Summary of the Offering Securities offered by the Selling Stockholders Up to 9,204,661 shares of common stock previously issued in exempt private offerings Use of Proceeds All proceeds from the sale of the shares of common stock under this prospectus will be for the account of the selling stockholders. We will not receive any proceeds from the sale of our shares of common stock offered pursuant to this prospectus. Common Stock Outstanding 38,324,890 shares of common stock are currently issued and outstanding. No new shares of common stock are being offering under this prospectus. Risk Factors An investment in our common stock involves a high degree of risk and could result in a loss of your entire investment. Prior to making an investment decision, you should carefully consider all of the information in this Prospectus and, in particular, you should evaluate the risk factors set forth under the caption "Risk Factors" beginning on page 9. OTC Markets Trading Symbol NWYU
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001383701_histogen_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001383701_histogen_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..42031559e6a6c64567e1397c76aa10f77a648073
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001383701_histogen_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary provides an overview of selected information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in our securities. You should carefully read this prospectus and the registration statement of which this prospectus is a part in their entirety before investing in our securities, including the information discussed under Risk Factors beginning on page 9 and our historical and pro forma financial statements and notes thereto that appear elsewhere in this prospectus. Overview Histogen is a clinical-stage therapeutics company focused on developing potential first-in-class restorative therapeutics that ignite the body s natural process to repair and maintain healthy biological function. Histogen s technology is based on the discovery that growing fibroblast cells under simulated embryonic conditions induces them to become multipotent with stem cell like properties. The environment created by Histogen s proprietary process mimics the conditions within the womb very low oxygen and suspension. When cultured under these conditions, the fibroblast cells generate biological materials, growth factors and proteins, that have the potential to stimulate a person s own stem cells to activate and replace/regenerate damaged cells and tissue. Histogen s proprietary, reproducible manufacturing process provides targeted solutions that harness the body s inherent regenerative power across a broad range of therapeutic indications including hair growth, joint cartilage regeneration, spinal disc repair and dermal rejuvenation. Histogen s reproducible manufacturing process yields multiple biologic products from a single bioreactor, including cell conditioned medium (CCM), human extracellular matrix (hECM) and hair stimulating complex (HSC), creating a spectrum of products for a variety of markets from one core technology. Human Multipotent Cell Conditioned Media, or CCM: A soluble multipotent CCM that is the starting material for products for skin care and other applications. The liquid complex produced through Histogen s manufacturing process contains soluble biologicals with a diverse range of embryonic-like proteins. Because the cells produce and secrete these factors while developing the extracellular matrix, or ECM, these proteins are naturally infused into the liquid media in a stabilized form. The CCM contains a diverse mixture of cell-signaling materials, including human growth factors such as Keratinocyte Growth Factor, soluble human ECM proteins such as collagen, and vital proteins which support the epidermal stem cells that renew skin throughout life. Human Extracellular Matrix, or hECM: An insoluble hECM for applications such as orthopedics and soft tissue augmentation, which can be fabricated into a variety of structural or functional forms for tissue engineering and clinical applications. The hECM produced through Histogen s proprietary process is a novel, all-human, naturally secreted material. It is most similar to early embryonic structural tissue which provides the framework and signals necessary for cell in-growth and tissue development. By producing similar ECM materials to those that aided in the original formation of these tissues in the embryo, regenerative cells are supported in vitro and have shown potential as therapeutics in vivo. Hair Stimulating Complex, or HSC: A soluble biologic comprised of growth factors involved in the signaling of cells in the body, particularly those factors known to be important in hair formation and the stimulation of resting hair follicles. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED DECEMBER 29, 2020 PRELIMINARY PROSPECTUS 10,434,782 Shares of Common Stock Pre-Funded Warrants to Purchase up to 10,434,782 Shares of Common Stock Common Warrants to Purchase 10,434,782 Shares of Common Stock Placement Agent Warrants to Purchase up to 521,739 Shares of Common Stock We are offering in a best-efforts offering up to 10,434,782 shares of our common stock, par value $0.0001 per share, and accompanying common warrants to purchase 10,434,782 shares of our common stock, at an assumed combined purchase price of $ per share of common stock and accompanying common warrant. The accompanying common warrants will be immediately exercisable and will expire five years from the date of issuance. Each common warrant has an exercise price of $ per share of common stock. We are also offering to certain purchasers, if any, whose purchase of shares of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, pre-funded warrants, in lieu of shares of common stock that would otherwise result in such purchaser s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock. Each pre-funded warrant is exercisable for one share of common stock and will be accompanied by a common warrant to purchase one share of common stock. The purchase price of each pre-funded warrant will be equal to the price at which a share of common stock is sold to the public in this offering, minus $0.0001, and the exercise price of each pre-funded warrant will be $0.0001 per share. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. The shares of common stock, or pre-funded warrants, if applicable, and the common warrants can only be purchased together in this offering but will be issued separately and each security will be immediately separable upon issuance. There is no minimum number of securities or minimum aggregate amount of proceeds for this offering to close. The offering of the securities will terminate on the first date that we enter into securities purchase agreements to sell the securities offered hereby. Our common stock is listed on The Nasdaq Capital Market under the symbol HSTO . On December 28, 2020, the closing price as reported on The Nasdaq Capital Market was $1.15 per share. The actual public offering price per share of common stock, or pre-funded warrant, if applicable, and accompanying common warrant will be determined at the time of pricing, and may be at a discount to the then current market price. The recent market price used throughout this prospectus may not be indicative of the final offering price. The final public offering price will be determined through negotiation between us and investors based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering. There is no established public trading market for the pre-funded warrants, the common warrants or the placement agent s warrants and we do not expect a market to develop. Without an active trading market, the liquidity of the warrants will be limited. In addition, we do not intend to list the pre-funded warrants, the common warrants or the placement agent s warrants on The Nasdaq Capital Market, any other national securities exchange or any other trading system. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 9 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share and Accompanying Common Warrant Per Pre-Funded Warrant and Accompanying Common Warrant Total Public offering price Placement agent fees (1) Proceeds to us, before expenses (2) 1. We have agreed to reimburse H.C. Wainwright & Co., LLC (the Placement Agent ) for certain of its offering-related expenses. In addition, we have agreed to issue to the Placement Agent warrants to purchase up to a number of shares of our common stock equal to 5.0% of the aggregate number of shares of common stock and pre-funded warrants sold in this offering at an exercise price equal to 125% of the public offering price of the shares common stock. See Plan of Distribution for additional information and a description of the compensation payable to the Placement Agent. 2. We estimate the total expenses of this offering payable by us, excluding the placement agent fee, will be approximately $ . Delivery of the shares of common stock, the pre-funded warrants, if any, and the common warrants is expected to be made on or about , 2020, subject to satisfaction of customary closing conditions. H.C. Wainwright & Co. The date of this prospectus is , 2020. Table of Contents Histogen currently has two product candidates in development intended to address what it believes to be underserved, multibillion-dollar global markets, and Histogen has an asset previously developed by Conatus Pharmaceuticals Inc. ( Conatus ) that it retained development and commercialization rights to, emricasan, which it is jointly developing with its partner, Amerimmune LLC ( Amerimmune ): HST-001 is a hair stimulating complex, or HSC, intended to be a physician-administered therapeutic for alopecia (hair loss). HST-001 is minimally-invasive and has been shown in early studies to stimulate resting hair follicles to produce new cosmetically-relevant hair. In May of 2020, Histogen initiated its Phase 1b/2a clinical trial of HST-001, designed to assess the safety, tolerability and indicators of efficacy of HST-001 for the treatment of androgenic alopecia in men. In December of 2020, Histogen announced preliminary week 18 results for the primary efficacy endpoint which supported that patients treated with HST-001 demonstrated separation from placebo patients for absolute change from baseline in total hairs (terminal and vellus) in the target area (TAHC) in the vertex as measured by Canfield s Hairmetrix macrophotography system, though these preliminary data have not indicated statistical significance. HST-001 was also shown to be safe and well tolerated at week 18 as compared to placebo with no reports of serious adverse events. Histogen anticipates completing the study and reporting the final results from the week 26 assessments, along with its plans for further clinical development of HST-001, in early first quarter of 2021. HST-003 is a human extracellular matrix, or hECM, intended for regenerating hyaline cartilage for the treatment of articular cartilage defects in the knee, with a novel malleable scaffold that stimulates the body s own stem cells. In September 2020, we were awarded a $2.0 million grant by the Peer Reviewed Orthopedic Research Program (PRORP) of the U.S. Department of Defense ( DoD ) to partially fund a Phase 1/2 clinical trial of HST-003 for regeneration of cartilage in the knee. In December of 2020, Histogen filed an investigational new drug application ( IND ) for the initiation of a Phase 1/2 clinical trial to evaluate the safety and efficacy of for HST-003 and expects to initiate a Phase 1 trial in the first quarter of 2021. The U.S. Army Medical Research Acquisition Activity, 820 Chandler Street, Fort Detrick MD 21702, is the awarding and administering acquisition office. The views expressed in this filing are those of Histogen and may not reflect the official policy or position of the Department of the Army, Department of Defense, or the U.S. Government. Emricasan is an orally active, pan-caspase inhibitor being jointly developed with Histogen s partner Amerimmune for the potential treatment of COVID-19. On October 26, 2020, Histogen entered into a Collaborative Development and Commercialization Agreement with Amerimmune, pursuant to which Amerimmune, at its expense and in collaboration with us, shall use commercially reasonable efforts to lead the development activities for emricasan. Histogen has filed and received permission for an IND from the FDA to initiate a Phase 1 study of emricasan in mild COVID-19 patients to assess safety and tolerability. Histogen, along with its partner Amerimmune, anticipate initiating a Phase 1 study in the first quarter of 2021. Additionally, Histogen has two pre-clinical programs, HST-004, which is a CCM scaffold intended to be administered through an interdiscal injection for spinal disc repair and HST-002, which is a human-derived collagen and extracellular matrix dermal filler intended to be injected into the dermis for the treatment of facial folds and wrinkles. Early preclinical research has shown that HST-004 stimulates stem cells from spinal disc to proliferate and secrete aggrecan and collagen II. HST-004 was shown to reduce inflammation and protease activity and upregulate aggrecan production in an ex vivo spinal disc model. HST 002, our hECM filler, provides the natural proteins found in young, healthy skin all-human and naturally produced collagen with dermal matrix proteins. Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001404123_1life_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001404123_1life_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4ee48bf1a9585d650b9ff67b9974aa17c4bc315d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001404123_1life_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including the information incorporated by reference herein, especially the matters discussed in the information set forth under Risk Factors included elsewhere in this prospectus and under Risk Factors and our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which are incorporated by reference herein. Unless the context otherwise requires, (i) all references in this prospectus to One Medical, we, us, our and our company refer to 1Life Healthcare, Inc. and its consolidated affiliated professional entities, (ii) all references in this prospectus to 1Life refer to 1Life Healthcare, Inc. and not to its consolidated affiliated professional entities and (iii) all references to the One Medical PCs in this prospectus refer to the professional entities affiliated with 1Life through administrative services agreements, or ASAs. 1Life and the One Medical PCs do business under the One Medical brand. Company Overview Our vision is to delight millions of members with better health and better care while reducing the total cost of care. Our mission is to transform health care for all through our human-centered, technology-powered model. We are a membership-based primary care platform with seamless digital health and inviting in-office care, convenient to where people work, shop, live and click. We are disrupting health care from within the existing ecosystem by simultaneously addressing the frustrations and unmet needs of key stakeholders, which include consumers, employers, providers and health networks. As of March 31, 2020, we had approximately 455,000 members in ten markets in the United States and greater than 7,000 enterprise clients. The current state of the healthcare ecosystem leaves key stakeholders frustrated and with unmet needs. Consumers. According to a 2016 report, 81% of consumers are dissatisfied with their healthcare experience, in part due to limited after-hours and digital access, long wait times for appointments, extended in-office delays, short and impersonal visits, uninviting medical offices in inconvenient locations, constrained access to specialists and a lack of care coordination across clinical settings. Employers. Employers find their health benefit offerings often underperforming on such fundamental objectives as attracting and engaging employees, improving employee productivity, reducing absenteeism, producing better health outcomes and managing healthcare costs. Providers. Within primary care, according to a 2019 Mayo Clinic report, over 50% of family physicians show symptoms of burnout, driven in part by misaligned fee-for-service compensation approaches incentivizing short transactional interactions, and excessive administrative tasks associated with burdensome electronic health record, or EHR, systems and convoluted insurance procedures. Health Networks. Health systems and health plans have been looking to develop coordinated networks of care to better attract patients, increase attributable lives and better integrate primary care with specialty services for improved patient outcomes and lower costs. Yet even with major investments in provider groups, care management programs and technology systems, health networks have struggled to deliver on these objectives. We have developed a modernized healthcare membership model based on direct consumer enrollment as well as employer sponsorship. Our annual membership model includes seamless access to 24/7 digital health services paired with inviting in-office care routinely covered under health insurance programs. Our technology drives high monthly active usage within our membership, promoting ongoing and longitudinal patient Table of Contents The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and the selling stockholders are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JUNE 22, 2020 7,000,000 Shares Common Stock The selling stockholders identified in this prospectus are offering an aggregate of 7,000,000 shares of common stock. We are not selling any shares under this prospectus and will not receive any proceeds from the sale of shares by the selling stockholders. Our common stock is listed on The Nasdaq Global Select Market under the symbol ONEM. On June 19, 2020, the last reported sale price of our common stock on The Nasdaq Global Select Market was $35.76 per share. We are an emerging growth company as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. Investing in our common stock involves risks. See Risk Factors beginning on page 20. Per Share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to the selling stockholders $ $ (1) See Underwriting for additional information regarding compensation payable to the underwriters. The selling stockholders have granted the underwriters an option, for a period of 30 days from the date of this prospectus, to purchase up to an additional 1,050,000 shares of common stock at the public offering price less underwriting discounts and commissions. The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to purchasers on , 2020. J.P. Morgan Morgan Stanley Allen & Company LLC Credit Suisse Deutsche Bank Securities Piper Sandler Wells Fargo Securities William Blair Baird SunTrust Robinson Humphrey , 2020 Table of Contents relationships for better health outcomes and high member retention. Our technology also helps our service-minded team in building trust and rapport with our members by facilitating proactive digital health outreach as well as responsive on-demand virtual and in-office care. Our digital health services and our well-appointed offices that are located in highly convenient locations are all serviced by our own clinical team who are employed in a salaried model, free of misaligned fee-for-service compensation incentives prevalent in health care. In addition to offering lab and immunization services in our medical offices, we continue to expand our digital and in-person offerings into such areas as behavioral health and pediatrics, thereby addressing the broader needs of members and key priorities of employers. Additionally, we have developed clinically integrated partnerships with health networks, better coordinating more timely access to specialty care when needed by members, while advancing value-based care for employers through clinical and digital integration. Together, these components of our human-centered and technology-powered model allow us to deliver better results for key stakeholders. Consumers. We delight consumers with a superior experience as evidenced by our average Net Promoter Score, or NPS, of 90 over the twelve months ended March 31, 2020 and our key primary care related Healthcare Effectiveness Data and Information Set, or HEDIS, quality measures. NPS measures the willingness of consumers to recommend a company s products or services to others. We use NPS as a proxy for gauging our members overall satisfaction with our providers and loyalty to the One Medical brand. Our NPS is based on responses from a single question survey provided to members after in-office visits which asks members how likely they are to recommend their One Medical provider to a friend or colleague. We calculate our NPS using the standard method of subtracting the percentage of members who respond that they are not likely to recommend our providers from the percentage of members that respond that they are likely to recommend our providers, with responses based on a scale of 0 to 10. The resulting NPS is an index that ranges from a low of -100 to a high of 100. Our members receive access to 24/7 digital health services with quick response times. Members also have access to inviting in-office care in convenient locations with warm and caring staff. Our technology platform advances consumer engagement and health through proactive digital health screenings, post-visit digital follow-ups, real-time access to medical records, and around-the-clock availability of our friendly and knowledgeable providers. We also offer walk-in immunizations and lab services, behavioral health screenings, women s health, men s health, LGBTQ+ care, pediatrics, sports medicine, lifestyle and wellbeing programs. Employers. We support employers in achieving key health benefits goals of attracting and engaging employees, improving employee productivity and wellbeing, and delivering higher levels of value-based care. Employers cover our membership fee for their employees, with over 65% of employers also covering their employees dependents memberships as of December 31, 2019. Our office visits are typically billed under an employer s routine health insurance benefit program, allowing for seamless and quick implementation. Within enterprise clients, our median estimated activation rate as of December 31, 2019, was over 45%, which we believe we can increase over time. We define estimated activation rate for any enterprise client at a given time as the percentage of eligible lives enrolled as members. Some of our enterprise clients offer membership benefits to the dependents of their employees, for which we assume eligible lives include one dependent per employee. The levels of activation rates at our enterprise clients may also affect the renewal rates of our enterprise clients. With real-time video and phone consults available typically within minutes, and same and next day in-office appointments, we have demonstrated a 41% reduction in emergency room visits and total employer cost savings of 8% or more. Providers. Our culture, technology, team-based approach and salaried provider model help address the fundamental issues driving physician burnout. Our culture allows us to attract and retain top Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001413263_china-jo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001413263_china-jo_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..99ecf35522fa3c44df0af41d53453c7011ba8f28
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001413263_china-jo_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1 THE OFFERING 4 RISK FACTORS 5 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 5 USE OF PROCEEDS 5 DESCRIPTION OF CAPITAL STOCK 5 SELLING SHAREHOLDERS 8 PLAN OF DISTRIBUTION 10 LEGAL MATTERS 11 EXPERTS 12 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 12 WHERE YOU CAN FIND MORE INFORMATION 12 INDEX TO FINANCIAL STATEMENTS PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before making an investment decision with respect to our securities. You should read the entire prospectus carefully, especially any risk factors contained herein and our financial statements and related notes contained in this prospectus before making an investment decision with respect to our securities. You should carefully read the information described under the heading "Where You Can Find More Information." We have not authorized anyone to provide you with information different from that contained in this prospectus supplement. Unless the context otherwise requires, the terms "CJJD," "the Company," "we," "us," and "our" in this prospectus supplement each refer to China Jo-Jo Drugstores, Inc., our subsidiaries, and our consolidated entities. "China" and the "PRC" refer to the People s Republic of China. Overview We were incorporated in Nevada on December 19, 2006, under the name "Kerrisdale Mining Corporation." On September 24, 2009, the Company changed its name to "China Jo-Jo Drugstores, Inc." We are a retailer and distributor of pharmaceutical and other healthcare products typically found in retail pharmacies in the People s Republic of China ("PRC" or "China"). Prior to acquiring Zhejiang Jiuxin Medicine Co., Ltd. ("Jiuxin Medicine") in August 2011, we were primarily a retail pharmacy operator. We currently have one hundred and eighteen (118) store locations under the store brand "Jiuzhou Grand Pharmacy" in Hangzhou city and its adjacent town Lin an. During the year ended March 31, 2020, the Company dissolved eight independent pharmacies. Among the eight dissolved pharmacies, two stores had merged into Jiuzhou Pharmacy, as defined below, and became Jiuzhou Pharmacy stores in Hangzhou. The other six stores licenses of government medical insurance, which qualify the stores for reimbursement from government, were transferred to six Jiuzhou Pharmacy stores in Hangzhou City. Additionally, we acquired a local drugstore chain with ten stores in January 2020. Then we dissolved the chain, closed five stores and changed the other five stores to be Jiuzhou Pharmacy stores. Furthermore, we closed three stores in calendar 2019 due to their underperformance and opened a new store in April 2020. Amidst the COVID-19 outbreak, we experienced a decline in the number of customer visits during the first three months of calendar 2020 due to the implementation of the lockdown policy in China. However, as China is gradually controlling the spread of COVID-19, we believe these negative impacts are temporary. We currently operate in four business segments in China: (1) retail drugstores, (2) online pharmacy, (3) wholesale business selling products similar to those we carry in our pharmacies, and (4) farming and selling herbs used for traditional Chinese medicine ("TCM"). All of the above business are performed in China with no other international sales. Our stores provide customers with a wide variety of pharmaceutical products, including prescription and over-the-counter ("OTC") drugs, nutritional supplements, TCM, personal and family care products, and medical devices, as well as convenience products, including consumable, seasonal, and promotional items. Additionally, we have doctors licensed in both western medicine and TCM on site for consultation, examination and treatment of common ailments at scheduled hours. Three (3) stores have adjacent medical clinics offering urgent care (to provide treatment for minor ailments such as sprains, minor lacerations, and dizziness that can be treated on an outpatient basis), TCM (including acupuncture, therapeutic massage, and cupping) and minor outpatient surgical treatments (such as suturing). Our stores vary in size, but presently average close to 200 square meters per store. We attempt to tailor each store s product offerings, physician access, and operating hours to suit the community where the store is located. CALCULATION OF REGISTRATION FEE Title Of Each Class Of Securities To Be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share(3) Proposed Maximum Aggregate Offering Price(3) Amount Of Registration Fee Common Stock, without par value per share 4,050,003(2) $1.32 $5,346,003.96 $693.91 (1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement also covers such additional shares as may hereafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions. (2) Consists of 4,050,003 shares of common stock issuable upon exercise of warrants that were issued to the Selling Shareholders named herein. (3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices per share of the registrant s common stock on the Nasdaq Capital Market on July 13, 2020. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the commission, acting pursuant to section 8(a) may determine. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we have filed with the Securities and Exchange Commission (the "SEC") pursuant to which the Selling Shareholders named herein may, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. You should rely only on the information contained in this prospectus or any related prospectus supplement. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The information contained in this prospectus is accurate only on the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date. Other than as required under the federal securities laws, we undertake no obligation to publicly update or revise such information, whether as a result of new information, future events or any other reason. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our shares of common stock other than the shares of our common stock covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions. Some of the industry data contained in this prospectus is derived from data from various third-party sources. We have not independently verified any of this information and cannot assure you of its accuracy or completeness. Such data is subject to change based on various factors, including those discussed under the "Risk Factors" section beginning on page 5 of this prospectus. We operate our pharmacies (including the medical clinics) through the following companies in China that we control through contractual arrangements: Hangzhou Jiuzhou Grand Pharmacy Chain Co., Ltd. ("Jiuzhou Pharmacy"), which we control contractually, operates our "Jiuzhou Grand Pharmacy" stores; Hangzhou Jiuzhou Clinic of Integrated Traditional and Western Medicine (General Partnership) ("Jiuzhou Clinic"), which we control contractually, operates one (1) of our three (3) medical clinics; and Hangzhou Jiuzhou Medical & Public Health Service Co., Ltd. ("Jiuzhou Service"), which we control contractually, operates our other medical clinics. In addition, we operate pharmacies through Lin An Jiuzhou Pharmacy Co., Ltd ("Lin An Jiuzhou"), which are directly held by Jiuxin Investments Management Co. Ltd. We have also opened two clinics adjacent to our drugstores under Zhejiang Jiuzhou Linjia Medical Investment and Management Co. Ltd. ("Linjia Medical"), which are controlled by Jiuzhou Pharmacy. The Company, through Jiuzhou Pharmacy, holds 51% of the equity of Zhejiang AyiGe Medical Health Management Co., Ltd.("Ayi Health"), which is intended to provide technical support such as IT and customer support to our health management business in the future. We also offer OTC drugs and nutritional supplements for sale through a website (www.dada360.com) operated by Jiuzhou Pharmacy. For the fiscal year ended March 31, 2020, retail revenue, including pharmacies, medical clinics accounted for approximately 63.1% of our total revenue, while online pharmacy revenue accounted for 11.6% of our total revenue. Since August 2011, we have operated a wholesale business through Zhejiang Jiuxin Medicine Co., Ltd. ("Jiuxin Medicine"), distributing third-party pharmaceutical products (similar to those carried by our pharmacies) primarily to trading companies throughout China. Jiuxin Medicine is wholly owned by Jiuzhou Pharmacy. For the fiscal year March 31, 2020, wholesale revenue accounted for approximately 25.3% of our total revenue. We also have an herb farming business cultivating and wholesaling herbs used for TCM. This business is conducted through Hangzhou Qianhong Agriculture Development Co., Ltd. ("Qianhong Agriculture"), a wholly-owned subsidiary. During the fiscal year ended March 31, 2020, we generated no revenue from our herb farming business. The information contained in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, dated July 14, 2020 CHINA JO-JO DRUGSTORES, INC. 4,050,003 Shares of Common Stock Issuable upon Exercise of Warrants This prospectus relates to the resale of up to 4,050,003 shares of the common stock of China Jo-Jo Drugstores, Inc., a Nevada corporation (the "Company"), that may be sold from time to time by the selling shareholders named in this prospectus (the "Selling Shareholders"). The shares of common stock offered under this prospectus consist of 4,050,003 shares of common stock issuable upon the exercise of (i) certain warrants (the "2020 Warrants"), that we issued to certain Selling Shareholders, each of whom is an accredited investor, on June 3, 2020, in a private placement pursuant to a Securities Purchase Agreement dated as of June 1, 2020, by and among the Company and the purchasers named therein and (ii) certain warrants (the "PA Warrants", and together with the 2020 Warrants, the "Warrants") that we issued to the placement agent s designees, in a registered direct offering pursuant to a Securities Purchase Agreement dated as of June 1, 2020, by and among the Company and the purchasers named therein. The issuance of the 2020 Warrants was made in reliance on the exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) promulgated thereunder. We will not receive any proceeds from the sale of any of the shares of common stock offered hereby by the Selling Shareholders. To the extent that any of the Warrants are exercised for cash, if at all, we will receive the exercise price for those Warrants. The Selling Shareholders or their pledgees, assignees or successors-in-interest may offer and sell or otherwise dispose of the shares of common stock described in this prospectus from time to time through underwriters, broker-dealers or agents, in public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Shareholders will bear all commissions and discounts, if any, attributable to the sales of shares. We will bear all other costs, expenses and fees in connection with the registration of the shares. See "Plan of Distribution" beginning on page 10 of this prospectus for more information about how the Selling Shareholders may sell or dispose of their shares of common stock. Our common stock is listed on the Nasdaq Capital Market under the symbol "CJJD". On July 13, 2020, the last reported sale price for our common stock as reported on the Nasdaq Capital Market was $1.30 per share. INVESTING IN OUR COMMON STOCK INVOLVES SUBSTANTIAL RISKS. SEE THE SECTION TITLED "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is _______, 2020 Corporate Structure Our current corporate structure as of June 28, 2020 is set forth in the diagram below: Corporate Information We are headquartered in Hangzhou, China. Our principal executive office is located at 6th Floor, Hai Wai Hai Tongxin Mansion, Gong Shu District, Hangzhou City, Zhejiang Province, China, Zip Code 310008. Our main telephone number is +86-571-8821-9579, and fax number is +86-571-8807-7108. Our website address is www.jiuzhou360.com. Information contained on our website is not incorporated by reference into this prospectus and you should not consider information on our website to be part of this prospectus, other than those specifically indicated so in this prospectus. Our shares of common stock are traded on the NASDAQ Capital Market under the symbol "CJJD." THE OFFERING Common Stock offered by the Selling Shareholders: 4,050,003 shares of common stock issuable upon exercise of the Warrants. Common stock outstanding prior to this offering: 37,961,790 shares as of July 8, 2020 Use of proceeds: The Selling Shareholders will receive the proceeds from the sale of the shares of common stock offered hereby. We will not receive any proceeds from the sale of the shares of common stock. See "Use of Proceeds" on page 5 of this prospectus. Risk Factors: The purchase of our securities involves a high degree of risk. See under the caption "Risk Factors" in our annual report on Form 10-K that is incorporated by reference in this prospectus, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our securities. NASDAQ Capital Market Symbol: "CJJD" The number of shares of our common stock outstanding, as set forth in the table above, is based on 37,961,790 shares outstanding as of July 8, 2020, and excludes, as of such date: 4,854,006 shares being held in reserve by us for future issuance of shares underlying the warrants and/or options that were outstanding immediately prior to the date hereto other than the shares underlying the Warrants; 4,050,003 shares of common stock issuable upon exercise of the Warrants; and 3,840,546 shares available for future issuance under our equity incentive plans, excluding the shares reserved for the options issued under the Company s 2010 Equity Incentive Plan that was included in the first footnote above. RISK FACTORS An investment in our securities involves a high degree of risk. Before making any investment decision, you should carefully consider the risk factors set forth below, the information under the caption "Risk Factors" in any applicable prospectus supplement, any related free writing prospectus that we may authorize to be provided to you and the information under the caption "Risk Factors" in our annual report on Form 10-K that is incorporated by reference in this prospectus, as updated by our subsequent filings under the Exchange Act. These risks could materially affect our business, results of operation or financial condition and affect the value of our securities. Additional risks and uncertainties that are not yet identified may also materially harm our business, operating results and financial condition and could result in a complete loss of your investment. You could lose all or part of your investment. For more information, see "Where You Can Find More Information." CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Some of the statements contained or incorporated by reference in this prospectus may be "forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act and may involve material risks, assumptions and uncertainties. Forward-looking statements typically are identified by the use of terms such as "may," "will," "should," "believe," "might," "expect," "anticipate," "intend," "plan," "estimate" and similar words, although some forward-looking statements are expressed differently. Although we believe that the expectations reflected in such forward-looking statements are reasonable, these statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict and which may cause actual outcomes and results to differ materially from what is expressed or forecasted in such forward-looking statements. These forward-looking statements speak only as of the date on which they are made and except as required by law, we undertake no obligation to publicly release the results of any revision or update of these forward-looking statements, whether as a result of new information, future events or otherwise. If we do update or correct one or more forward-looking statements, you should not conclude that we will make additional updates or corrections with respect thereto or with respect to other forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from our forward-looking statements is included in our periodic reports filed with the SEC and in the "Risk Factors" section of this prospectus. USE OF PROCEEDS We will not receive any proceeds from the sale of our common stock offered by this prospectus. The Selling Shareholders will receive all of the proceeds. We will pay all costs, fees and expenses incurred in connection with the registration of the shares of our common stock covered by this prospectus. DESCRIPTION OF CAPITAL STOCK The following is a summary of our capital stock and certain provisions of our articles of incorporation and bylaws. This summary does not purport to be complete and is qualified in its entirety by the provisions of our articles of incorporation, as amended, our bylaws and applicable provisions of the laws of the State of Nevada. See "Where You Can Find More Information" elsewhere in this prospectus for information on where you can obtain copies of our articles of incorporation and our bylaws, which have been filed with and are publicly available from the SEC. Our authorized capital stock consists of 250,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of July 8, 2020, (i) 37,961,790 shares of common stock were issued and outstanding, (ii) no shares of preferred stock were issued and outstanding, (iii) an incentive stock option plan for our directors, officers, and employees to purchase 3,840,546 shares of common stock, (iv) warrants and options to purchase 4,854,006 shares of common stock upon the exercise of the warrants and/or options that were outstanding other than the Warrants and (v) the Warrants for 4,050,003 shares of common stock were issued and outstanding. As of July 14, 2020, the Warrants had not been exercised. DESCRIPTION OF COMMON STOCK As of July 8, 2020, there were 37,961,790 shares of our common stock issued and outstanding. Our common stock is currently traded on the NASDAQ Capital Market under the symbol "CJJD." The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders and do not have cumulative voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. The holders of outstanding shares of common stock are entitled to receive ratably any dividends declared by our board of directors out of assets legally available. Upon our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding shares of preferred stock. Holders of common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our common stock. The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219, and its telephone number is (718) 921-8206. All issued and outstanding shares of common stock are fully paid and non-assessable. Shares of our common stock that may be offered, from time to time, under this prospectus will be fully paid and non-assessable. DESCRIPTION OF PREFERRED STOCK As of July 8, 2020, no shares of preferred stock had been issued or were outstanding. Our board of directors has the authority to issue up to 10,000,000 shares of preferred stock in one or more series and to determine the rights and preferences of the shares of any such series without stockholder approval. Our board of directors may issue preferred stock in one or more series and has the authority to fix the designation and powers, rights and preferences and the qualifications, limitations or restrictions with respect to each class or series of such class without further vote or action by the stockholders, unless action is required by applicable law or the rules of any stock exchange on which our securities may be listed. The ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. Further, our board of director may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of our common stock. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of that series of preferred stock. This description will include, but not be limited to, the following: the title and stated value; the number of shares we are offering; the liquidation preference per share; the purchase price; the dividend rate, period and payment date and method of calculation for dividends; whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; the provisions for a sinking fund, if any; the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated, and the conversion period; whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated, and the exchange period; voting rights, if any, of the preferred stock; preemptive rights, if any; restrictions on transfer, sale or other assignment, if any; a discussion of any material United States federal income tax considerations applicable to the preferred stock; any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock. DESCRIPTION OF WARRANTS The material terms and provisions of the Warrants are summarized below. The summary is subject to, and qualified in its entirety by, the form of each warrant is attached as an exhibit to this registration statement. The 2020 Warrants The unregistered warrants issued on June 3, 2020 are issued to the investors in a concurrent private placement to a registered direct offering pursuant to a Securities Purchase Agreement dated June 1, 2020 (the "2020 Securities Purchase Agreement"), by and among the Company and the purchasers named therein, to purchase up to an aggregate of 3,750,003 shares of Common Stock at an exercise price of $2.60 per share (the "2020 Warrants"). The 2020 Warrants shall be initially exercisable six months following issuance and expire five and one-half years from the issuance date. The exercise price and the number of shares of Common Stock issuable upon exercise of the 2020 Warrants (the "2020 Warrant Shares") are subject to adjustment in the event of stock splits or dividends, or other similar transactions. Within 30 business days from the date of the 2020 Securities Purchase Agreement, the Company shall file a registration statement on Form S-1 for the resale by the investors of the 2020 Warrant Shares and use commercially reasonable best efforts to cause such registration to become effective no later than 90 business days from the date of the 2020 Securities Purchase Agreement. The 2020 Warrants provide that, if at any time while the 2020 Warrants are outstanding, the Company consummates a fundamental transaction, as described in the 2020 Warrants, and which term generally includes, but is not limited to: (i) any consolidation or merger into another corporation, (ii) the consummation of a transaction whereby another person or entity acquires more than 50% of our outstanding voting stock, or (iii) the sale of all or substantially all of our assets, then each holder, concurrently with or within 30 calendar days after the consummation of the fundamental transaction, will have the right to require the Company (or any successor thereto) to repurchase such holder s 2020 Warrants for an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of such holder s 2020 Warrants. H.C. Wainwright& Co., LLC (the "Placement Agent") acted as exclusive placement agent in connection with the registered direct offering and the concurrent private placement of the 2020 Warrants (the "Offering") pursuant to an engagement agreement between the Company and the Placement Agent dated May 31, 2020 (the "Engagement Agreement"). The Engagement
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001430523_verus_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001430523_verus_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c479a2be96858921aff47ab6e17e727e3030b7ea
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001430523_verus_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read together with, the more detailed information and financial statements and related notes thereto appearing elsewhere in this prospectus. Before you decide to invest in our securities, you should read the entire prospectus carefully, including the Risk Factors and the financial statements and related notes included in this prospectus. Unless the context indicates or otherwise requires, the "Company," "we," "us,", "our" "Verus" or the "Registrant" refer to Verus International, Inc., a Delaware corporation, and its subsidiaries. Overview Since August 1, 2018, we, through our wholly-owned subsidiary, Verus Foods, Inc. ("Verus Foods"), an international supplier of consumer food products, have been focused on international consumer packaged goods, foodstuff distribution and wholesale trade. Our fine food products are sourced in the United States and exported internationally. We market consumer food products under our own brand primarily to supermarkets, hotels and other members of the wholesale trade. Initially, we focused on frozen foods, particularly meat, poultry, seafood, vegetables, and french fries with beverages as a second vertical, and in 2018, we added cold-storage facilities and began seeking international sources for fresh fruit, produce and similar perishables, as well as other consumer packaged foodstuff with the goal to create vertical farm-to-market operations. We have also begun to explore new consumer packaged goods ("CPG") non-food categories, such as cosmetic and fragrances, for future product offerings. We currently have a significant regional presence in the Middle East and North Africa ("MENA") and sub-Saharan Africa (excluding The Office of Foreign Assets Control restricted nations), with deep roots in the Gulf Cooperation Council ("GCC") countries, which includes the United Arab Emirates ("UAE"), Oman, Bahrain, Qatar, Kingdom of Saudi Arabia and Kuwait. Our long-term goal is to source goods and generate international wholesale and retail CPG sales in North and South America, Europe, Africa, Asia, and Australia. In addition to the foregoing, since our acquisition of Big League Foods, Inc. ("BLF") during April 2019, pursuant to which we acquired a license with Major League Baseball Properties, Inc. ("MLB") to sell MLB-branded frozen dessert products and confections, we have been selling pint size ice cream in grocery store-type packaging and are exploring novelty "grab-and-go" size ice cream in cone, bar, and sandwich versions under our frozen dessert product line. In addition, under our confections product line, we are selling gummi and chocolate candies. The MLB license covers all 30 MLB teams, and all of our current products pursuant to such license feature "home team" packaging that matches the fan base in each region. Furthermore, during August 2019, we purchased all of the assets of a french fry business including customer contracts which provide us the right to earn revenue pursuant to such contracts throughout the Middle East. Finally, during April 2020, we entered into a binding agreement with ZC Top Apparel Manufacturing ("ZC Top"), which was confirmed and superseded by a securities purchase agreement during May 2020, wherein we acquired a controlling 51% interest of ZC Top, an apparel manufacturer in Mindanao, Philippines, which is engaged in e-commerce through Lazada, Shoppee and other online marketplaces, and manufacturer of highly sought-after reusable N95 fabric masks and biohazard suits. Competition In the branded product space, management believes that our key competitors in the GCC countries in which we operate include The Savola Group and Almarai which are based in Saudi Arabia; Americana Quality which is based in Kuwait; and Al Islami Foods which is based in the UAE. In addition to the foregoing, we also compete with recognized international brands from multi-line companies such as Nestle and Mondelez International. In the U.S., management believes that our key competitors include premium ice cream brands such as Ben & Jerry s, Breyers, and Haagen-Dazs and domestic confectionary brands in the gummi and chocolate candy space such as Mars, Mondelez International, and Nestle. We believe our competitive advantages include, among other things, our ability to offer both Verus Foods-branded products along with products from other brands. Recent Developments Financings On July 20, 2020, we entered into a letter agreement ("Agreement") with an accredited investor to extend the maturity date of the March 31, 2020 promissory note in the principal amount of $312,500 (the "Note"), which matured on July 1, 2020. The maturity date was extended ninety (90) days to September 29, 2020. Additionally, the Agreement provides that BLF will sell certain of its inventory ("Purchased Inventory") to the accredited investor as an approved Distributor and that the accredited investor will make certain invoice payments to BLF vendors. Upon the sale of Purchased Inventory by the accredited investor, the accredited investor will retain the first $67,421.50 of proceeds and then apply future proceeds on a per case amount, as specified within the Agreement, as a reduction of the outstanding Note balance. Any remaining Note balance will be due and payable by the Company upon maturity of the Note. On July 14, 2020, we issued a convertible note in the principal amount of $63,000, which note accrues interest at a rate of 9% per annum, matures on July 14, 2021 and is convertible into shares of our common stock at a conversion price equal to the greater of (i) the Fixed Conversion Price (as defined in the Note) or (ii) the Variable Conversion Price (as defined in the Note), subject to adjustment. On May 12, 2020, we issued a convertible note in the principal amount of $153,000, which note accrues interest at a rate of 9% per annum, matures on May 12, 2021 and is convertible into shares of our common stock at a conversion price equal to the greater of (i) the Fixed Conversion Price (as defined in the Note) or (ii) the Variable Conversion Price (as defined in the Note), subject to adjustment. On March 31, 2020, we issued a promissory note in the principal amount of $312,500 (including a $62,500 original issuance discount) which note accrued interest at a rate of 4% per annum, subject to adjustment, and matured on July 1, 2020. The note was secured by an interest in all of the equity of our wholly-owned subsidiary, BLF. On July 20, 2020, we entered into a letter agreement ("Agreement") whereby 1) the maturity date of the March 31, 2020 promissory note was extended ninety (90) days to September 29, 2020 and 2) sold certain BLF inventory to the note holder at agreed upon prices. Corporate History We were incorporated in the state of Delaware under the name Spectrum Gaming Ventures, Inc. on May 25, 1994. On October 10, 1995, we changed our name to Select Video, Inc. On October 24, 2007, we filed a Certificate of Ownership with the Delaware Secretary of State whereby Webdigs, Inc., our wholly-owned subsidiary, was merged with and into us and we changed our name to Webdigs, Inc. On October 9, 2012, we consummated a share exchange (the "Exchange Transaction") with Monaker Group, Inc. (formerly known as Next 1 Interactive, Inc.), a Nevada corporation ("Monaker") pursuant to which we received all of the outstanding equity in Attach Travel International, Inc., a Florida corporation and wholly owned subsidiary of Monaker ("Attach ") in consideration for the issuance of 93 million shares of our newly designated Series A Convertible Preferred Stock to Monaker. Attach owned approximately 80% of a corporation named RealBiz Holdings Inc. which is the parent corporation of RealBiz 360, Inc. ("RealBiz"). As a condition to the closing of the Exchange Transaction, on October 3, 2012, we filed a Certificate of Ownership with the Delaware Secretary of State whereby RealBiz Media Group, Inc., our wholly-owned subsidiary, was merged with and into us and we changed our name to RealBiz Media Group, Inc. We entered into a Contribution and Spin-off Agreement with NestBuilder.com Corp ("NestBuilder"). on October 27, 2017, as amended on January 28, 2018, whereby, effective as of August 1, 2018, we spun off our real estate division into NestBuilder. All of our stockholders as of July 2, 2018, the record date, which held their shares as of July 20, 2018, the ex-dividend date, received one share of NestBuilder common stock for each 900 shares of our Company owned. On May 1, 2018, Verus Foods MENA Limited ("Verus MENA") entered into a Share Purchase and Sale Agreement with a purchaser (the "Purchaser") pursuant to which Verus MENA sold 75 shares (the "Gulf Agro Shares") of Gulf Agro Trading, LLC ("Gulf Agro"), representing 25% of the common stock of Gulf Agro to the Purchaser. In consideration for the Gulf Agro Shares, the Purchaser was assigned certain contracts executed during a specified period of time. Effective October 16, 2018, we changed our name from RealBiz Media Group, Inc. to Verus International, Inc. and our ticker symbol to "VRUS." On April 25, 2019, we entered into a stock purchase agreement with BLF and James Wheeler, the sole stockholder of BLF pursuant to which we purchased all of the outstanding capital stock of BLF. Upon the closing of such acquisition, BLF became our wholly-owned subsidiary and we acquired a license with MLB to sell MLB-branded frozen dessert products and confections covering all 30 MLB teams. On August 30, 2019, we entered into an asset purchase agreement with a seller ("Seller"), to which we purchased all of the assets of the Seller s french fry business in the Middle East. On April 3, 2020, we entered into a binding agreement with ZC Top Apparel Manufacturing ("ZC Top"), which was confirmed and superseded by a securities purchase agreement dated May 8, 2020, wherein we acquired a controlling 51% interest of ZC Top, an apparel manufacturer in Mindanao, Philippines, which is engaged in e-commerce through Lazada, Shoppee and other online marketplaces, and manufacturer of highly sought-after reusable N95 fabric masks and biohazard suits. Our address is 9841 Washingtonian Blvd., #390, Gaithersburg, MD 20878, our telephone number is (301) 329-2700 and our website is www.verusfoods.com. The information on our website is not a part of this prospectus. THE OFFERING On June 30, 2020, we entered into a Purchase Agreement with White Lion Capital, LLC, a Nevada limited liability company. Pursuant to the Purchase Agreement, White Lion is committed to purchase up to $5,000,000 of our Common Stock over a period of up to 30 months. From time to time during the 30 month period commencing from the effectiveness of the registration statement, we may deliver a purchase notice to White Lion which states the dollar amount of our Common Stock that we intend to sell to White Lion on a date specified in the purchase notice. The maximum investment amount per notice must be no more than 250% of the average daily trading dollar volume of our Common Stock for the five (5) consecutive trading days immediately prior to date of the applicable purchase notice. The purchase price per share to be paid by White Lion will be 95% of the lowest traded price of the Common Stock the five business days prior to the closing date. In connection with the Purchase Agreement with White Lion, we also entered into a registration rights agreement ("Registration Agreement") with White Lion, pursuant to which we agreed to use our best efforts to, within 45 business days of June 30, 2020, file with the Securities and Exchange Commission a registration statement, covering the resale of an aggregate 1,666,666,667 shares of our Common Stock underlying the Purchase Agreement with White Lion. Of the total number of shares underlying the Purchase Agreement, we are registering 598,515,704 shares of Common Stock, representing 33% of the shares in the public float as of June 22, 2020. At an assumed purchase price under the Purchase Agreement of $0.00209 (equal to 95% of the closing price of our Common Stock of $0.0022 on July 22, 2020, we will be able to receive up to $1,250,898 in gross proceeds, assuming the sale of the entire 598,515,704 purchase notice shares being registered hereunder pursuant to the Purchase Agreement. At an assumed purchase price of $0.00209 under the Purchase Agreement, we would be required to register 1,793,828,708 additional shares of our Common Stock to obtain the balance of $3,749,102 under the Purchase Agreement. Due to the floating offering price, we are not able to determine the exact number of shares that we will issue under the Purchase Agreement. There are substantial risks to investors as a result of the issuance of shares of our Common Stock under the Purchase Agreement with White Lion. These risks include dilution of stockholders percentage ownership, significant decline in our stock price and our inability to draw sufficient funds when needed. We intend to sell White Lion periodically our Common Stock under the Purchase Agreement and White Lion will, in turn, sell such shares to investors in the market at the market price. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to White Lion to raise the same amount of funds, as our stock price declines. The aggregate investment amount of $5,000,000 was determined based on numerous factors, including the following: the proceeds received from any purchase notices tendered to White Lion under the Purchase Agreement will be used for general corporate and working capital purposes and acquisitions of assets, businesses or operations or for other purposes that our board of directors, in its good faith deem to be in the best interest of the Company. This prospectus relates to the resale from time to time by the selling stockholder identified herein of 598,515,704 shares of our Common Stock. Common stock offered by selling stockholder: 598,515,704 shares of Common Stock. Offering price: Market price or privately negotiated prices. Common stock outstanding after the offering: 3,515,226,818. Use of proceeds: We will not receive any proceeds from the sale of shares of our Common Stock by the selling stockholder; however, we will receive the proceeds from the sale of shares of our Common Stock pursuant to our exercise of the purchase notice offered by White Lion. Risk factors: An investment in our securities involves a high degree of risk and could result in a loss of your entire investment. Prior to making an investment decision, you should carefully consider all of the information in this prospectus and, in particular, you should evaluate the risk factors set forth under the caption "Risk Factors" beginning on page 7. Symbol on OTCQB: VRUS The number of shares of Common Stock to be outstanding immediately after this offering is based on 2,916,711,112 shares of Common Stock outstanding as of July 22, 2020 and excludes: 1,309,557,150 shares of Common Stock issuable upon the exercise of warrants with a weighted average exercise price of $0.0045 per share. 28,944,601 shares of Common Stock issuable upon conversion of 28,944,601 shares of Series A Convertible Preferred Stock and 43,080,100 shares of Common Stock issuable upon conversion of 430,801 shares of Series C Convertible Preferred Stock. RISK FACTORS An investment in our securities involves a high degree of risk. This prospectus contains the risks applicable to an investment in our securities. Prior to making a decision about investing in our securities, you should carefully consider the specific factors discussed under the heading "Risk Factors" in this prospectus. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment in the offered securities. Risks Related to Our Business We have no history of profitability. We commenced operations in 1994 and to date have not generated any profit. We do not have a significant operating history which would provide you with meaningful information about our past or future operations with respect to our international consumer packaged goods, foodstuff distribution and wholesale trade. We have not yet achieved positive cash flow on a monthly basis during any fiscal year including the current fiscal year ended October 31, 2019. We had net losses of $2,389,850 and $2,824,292 for the years ended October 31, 2019 and 2018, respectively. We had net losses of $9,816,408 for the six months ended April 30, 2020. Furthermore, we had a working capital deficit of $1,787,284 and $174,754 at October 31, 2019 and April 30, 2020, respectively. If we are unable to achieve profitability, we may be unable to continue our operations. Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing. Our financial statements as of October 31, 2019 have been prepared under the assumption that we will continue as a going concern for the next twelve months. Our independent registered public accounting firm included in its opinion for the year ended October 31, 2019 an explanatory paragraph referring to our recurring losses from operations and expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Our ability to continue as a going concern is dependent upon our ability to obtain additional equity or debt financing, reduce expenditures and to generate significant revenue. Our financial statements as of October 31, 2019 did not include any adjustments that might result from the outcome of this uncertainty. The reaction of investors to the inclusion of a going concern statement by our independent registered public accounting firm, and our potential inability to continue as a going concern, in future years could materially adversely affect our share price and our ability to raise new capital or enter into strategic alliances. We will require additional financing in the future to fund our operations which may cause dilution to our existing stockholders or restrict our operations. We will need additional capital in the future to continue to execute our business plan. Therefore, we will be dependent upon additional capital in the form of either debt or equity to continue our operations. At the present time, we do not have arrangements to raise all of the needed additional capital, and we will need to identify potential investors and negotiate appropriate arrangements with them. Our ability to obtain additional financing will be subject to a number of factors, including market conditions, our operating performance and investor sentiment. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of our stockholders will be diluted, and the terms of such financings may include liquidation or other preferences, anti-dilution rights, and other provisions that may adversely affect the rights of our stockholders, including rights, preferences and privileges that are senior to those of our holders of common stock in the event of a liquidation. In addition, debt financing, if available, could include covenants limiting or restricting our ability to take certain actions, such as incurring additional debt, making capital expenditures, or declaring dividends and may require us to grant security interests in our assets. If we are unable to raise additional capital when required or on acceptable terms we may need to curtail or cease our operations. Our indebtedness and liquidity needs could restrict our operations and make us more vulnerable to adverse economic conditions. Our existing indebtedness may adversely affect our operations and limit our growth, and we may have difficulty repaying our debt when due. If market or other economic conditions deteriorate, our ability to comply with covenants contained in our debt instruments may be impaired. If we violate any of the restrictions or covenants set forth in our debt instruments, all or a significant portion of our indebtedness may become immediately due and payable. Our inability to make payments on our indebtedness when due may have a material adverse effect on our operations and financial condition. We depend on a small number of customers and the loss of one or more major customers could have a material adverse effect on our business, financial condition and results of operations. For the year ended October 31, 2019, approximately 42% of accounts receivable were concentrated with three customers and approximately 66% of revenues were concentrated with six customers, all of which customers are located outside the United States. For the year ended October 31, 2018, approximately 84% of accounts receivable were concentrated with six customers and approximately 64% of revenues were concentrated with five customers, all of which customers are located outside United States. The loss of one or more of our top customers, or a substantial decrease in demand by any of those customers for our products, could have a material adverse effect on our business, results of operations and financial condition. Our reliance on distributors and retailers could affect our ability to efficiently and profitably distribute and market our products, maintain our existing customers and expand our business. Our ability to maintain and expand our customer base, maintain our presence in existing markets and establish a presence in new markets is dependent on our ability to establish and maintain successful relationships with reliable distributors and retailers. Most of our distributors and retailers sell and distribute competing products and our products may represent a small portion of their businesses. The success of our distribution network will depend on the performance of the distributors and retailers. There is a risk that the retailers and distributors that we engage may fail to distribute our products or position our products in localities that may not be receptive to customers. Our ability to incentivize, motivate and retain distributors to manage and sell our products is affected by competition from other food companies that have greater resources than we do. To the extent that our distributors and retailers are distracted from selling our products or do not deploy sufficient resources to manage and sell our products, our sales and results of operations could be adversely affected. Furthermore, our distributors and retailers financial position or market share may deteriorate, which could adversely affect the distribution, marketing and sales activities related to our products thereby having a material adverse effect on our business. Our ability to maintain and expand our distribution network and attract additional distributors and retailers depends on a number of factors, some of which are outside our control. Some of these factors include: the level of demand for our brand and products in a particular geographic location; our ability to price our products at levels competitive with those of our competitors; and our ability to deliver products in the quantity and at the time requested by distributors and retailers. We may not be able to successfully manage all or any of these factors in any of our current or prospective markets which could have a material adverse effect on our results of operation and financial condition. If we do not adequately manage our inventory levels, our operating results could be adversely affected. We need to maintain adequate inventory levels to be able to deliver products on a timely basis. Our inventory supply depends on our ability to accurately estimate demand for our products. Our ability to estimate demand for our products is imprecise, particularly for new products, for seasonal promotions and in new markets. If we materially underestimate demand for our products or are unable to maintain sufficient inventory, we may not be able to satisfy demand on a short-term basis. Alternatively, if we overestimate demand for our products, we may have too much inventory on hand, which may result in higher storage costs and the risk of inventory spoilage. If we fail to manage our inventory to meet demand, we could damage our brand and our relationship with our customers which could have a material adverse effect on our operating results and financial condition. If we do not continually enhance our brand recognition, increase distribution of our products, attract new customers and introduce new products our business may suffer. The food industry is subject to rapid and frequent changes in consumer demands. Because consumers in this industry are constantly seeking new products, our success relies heavily upon our ability to continue to market new products. We may not be successful in introducing or marketing new products on a timely basis, if at all. Our inability to commercialize new products may have an adverse effect on our business, financial condition and results of operations. Any damage to our brand or reputation could adversely affect our business, financial condition and results of operations. We must protect and grow the value of our brand to continue to be successful in the future. Any incident that erodes consumer affinity for our brand could significantly reduce our value and damage our business. For example, negative third-party reports regarding our products, whether accurate or not, may adversely impact consumer perceptions. In addition, if we recall certain products irrespective of whether such recall is mandatory or voluntary, the public perception of the quality of our products may be diminished. We may also be adversely affected by news reports or other negative publicity, regardless of their accuracy, regarding other aspects of our business, such as public health concerns, illness and safety. This negative publicity could adversely affect our brand and reputation which could have a material adverse effect on our business and financial condition. We have no long-term contracts with our customers which require our customers to purchase a minimum amount of our products. The absence of long-term contracts could result in periods during which we must continue to pay costs and service indebtedness without revenues. We do not have long-term contacts with our customers which require our customers to purchase a minimum amount of our products. Accordingly, we could have periods during which we have no or limited orders for our products, which will make it difficult for us to operate as we will have to continue paying our expenses and servicing our debt. We cannot provide assurance that we will be able to timely locate new customers, if at all. The periods in which we have no or limited purchase orders for our products could have a material adverse effect on our business and financial condition. Severe weather conditions and natural disasters may affect manufacturing facilities and distribution activities which may negatively impact the operating results of our business. Severe weather conditions and natural disasters, such as fires, floods, droughts, frosts, hurricanes, earthquakes and tornadoes may curtail or prevent the manufacturing or distribution of our products which may have a material adverse effect on our results of operation or financial condition. Global or regional health pandemics or epidemics, including COVID-19, could negatively impact our business operations, financial performance and results of operations. Our business and financial results could be negatively impacted by the recent outbreak of COVID-19 or other pandemics or epidemics. The severity, magnitude and duration of the current COVID-19 pandemic is uncertain, rapidly changing and hard to predict. During 2020, COVID-19 has significantly impacted economic activity and markets around the world, and it could negatively impact our business in numerous ways, including but not limited to those outlined below: Commodity costs have become more volatile due to the COVID-19 outbreak and we expect continued commodity cost volatility. The COVID-19 outbreak could disrupt our global supply chain, operations and routes to market or those of our suppliers, customers, distributors and retailers. These disruptions or our failure to effectively respond to them could increase product or distribution costs or cause delays in delivering or an inability to deliver products to our customers. Disruptions or uncertainties related to the COVID-19 outbreak for a sustained period of time could result in delays or modifications to our strategic plans and initiatives and hinder our ability to achieve our business objectives. Illness, travel restrictions or workforce disruptions could negatively affect our supply chain, distribution or other business processes. Government or regulatory responses to pandemics could negatively impact our business. Mandatory lockdowns or other restrictions on operations in some countries have temporarily disrupted our ability to distribute our products in some of these markets. Continuation or expansion of these disruptions could materially adversely impact our operations and results. The COVID-19 outbreak has increased volatility and pricing in the capital markets and volatility is likely to continue which could have a material adverse effect on our ability to obtain financing. These and other impacts of the COVID-19 or other global or regional health pandemics or epidemics could have the effect of heightening many of the other risks described in this "Risk Factors" section such as those relating to our reputation, brands, product sales, results of operations or financial condition. We might not be able to predict or respond to all impacts on a timely basis to prevent near- or long-term adverse impacts to our results. The ultimate impact of these disruptions also depends on events beyond our knowledge or control, including the duration and severity of any outbreak and actions taken by parties other than us to respond to them. Any of these disruptions could have a negative impact on our business operations, financial performance and results of operations, which impact could be material. Our international operations expose us to regulatory, economic, political and social risks in the countries in which we operate. The international nature of our operations involves a number of risks, including changes in regulations, tariffs, taxes and exchange controls, economic downturns, inflation and political and social instability including retaliation, war, and civil unrest in the countries in which we operate. Moreover, consumers in different countries may have varying tastes, preferences and nutritional opinions. We cannot be certain that we will be able to enter and successfully compete in additional foreign markets or that we will be able to continue to compete in the foreign markets in which we currently operate. Doing business outside the United States requires us to comply with the laws and regulations of various foreign jurisdictions, which place restrictions on our operations, trade practices, partners and investment decisions. In particular, our operations are subject to anti-corruption and trade control laws and regulations, including, but not limited to, the Foreign Corrupt Practices Act ("FCPA") and the Export Sales Reporting Program. The FCPA prohibits us from providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. Our continued expansion outside the United States and our development of new partnerships and joint venture relationships worldwide could increase the risk of FCPA violations in the future. We have operations and deal with governmental clients in countries known to experience corruption, including certain emerging countries in the Middle East. Our activities in these countries create the risk of unauthorized payments or offers of payments by one of our employees or third parties that we engage that could be in violation of various laws including the FCPA and other anti-corruption laws, even though these parties are not always subject to our control. As a result of doing business in foreign countries and with foreign partners, we are exposed to a heightened risk of violating anti-corruption laws. In addition, we are subject to the Export Sales Reporting Program which monitors U.S. agricultural export sales on a daily and weekly basis, and we must comply with the Office of Foreign Assets Control ("OFAC") trade sanctions. Violations of anti-corruption, export and other regulations we may be subject to may be punishable by civil penalties, including fines, denial of export privileges, injunctions and asset seizures as well as criminal fines and imprisonment. Disruptions in the worldwide economy may adversely affect our business, financial condition and results of operations. Adverse and uncertain economic conditions may impact distributor, retailer and consumer demand for our products. In addition, our ability to manage normal commercial relationships with our suppliers, distributors, retailers and consumers may suffer. Consumers may shift to purchasing lower-priced products during economic downturns, making it more difficult for us to sell our premium products. During economic downturns, it may be more difficult to persuade existing consumers to continue to use our brand or persuade new consumers to select our brand without price promotions. Furthermore, during economic downturns, distributors and retailers may reduce their inventories of our products. Our results of operations depend upon, among other things, our ability to maintain and increase sales volume with our existing distributors and retailers, to attract new consumers and to provide products that appeal to consumers at prices they are willing and able to pay. Prolonged unfavorable economic conditions may have an adverse effect on our results of operation and financial condition. We purchase substantially all of our food products from a limited number of regions and from a limited number of suppliers. Price increases and shortages in food products could adversely affect our operating results. We purchase substantially all of our food products from a limited number of regions around the world or from a limited number of suppliers. Increases in the prices of the food products which we purchase could adversely affect our operating results if we are unable to offset the effect of these increased costs through price increases, and we can provide no assurance that we will be able to pass along such increased costs to our customers. Furthermore, if we cannot obtain sufficient food products or our suppliers cease to be available to us, we could experience shortages in our food products or be unable to meet our commitments to customers. Alternative sources of food products, if available, may be more expensive. Any such failure to supply or delay caused by our supplies may have a material adverse effect on our operating results. Price increases may not be sufficient to cover increased costs, or may result in declines in sales volume due to price elasticity in the marketplace. We may be able to pass some or all input costs to our customers by increasing the selling price of our products or decreasing the size of our products; however, higher product prices or decreased product sizes may also result in a reduction in sales volume and/or consumption. If we are not able to increase our selling prices or reduce product sizes sufficiently, or in a timely manner, to offset increased input costs, including packaging, freight, direct labor, overhead and employee benefits, or if our sales volume decreases significantly, there could be a negative impact on our financial condition and results of operations. We operate in a highly competitive industry. The food industry is intensely competitive and consolidation in this industry continues. We face competition in the areas of brand recognition, taste, quality, price, advertising/promotion, convenience and service. A number of our competitors are larger than us and have substantial financial, marketing and other resources as well as substantial international operations. In addition, reduced barriers to entry are creating new competition. Furthermore, in order to protect our existing market share or capture increased market share in this highly competitive environment, we may be required to increase expenditures for promotions and advertising and continue to introduce and establish new products. Due to inherent risks in the marketplace associated with advertising and new product introductions, including uncertainties about trade and consumer acceptance, increased expenditures may not prove successful in maintaining or enhancing our market share and could impact our operating results. In addition, we may incur increased credit and other business risks because we operate in a highly competitive environment. Our business operations could be disrupted if our information technology systems fail to perform adequately. The efficient operation of our business depends on our information technology systems. We rely on our information technology systems to effectively manage our business data, communications, supply chain, order entry and fulfillment, and other business processes. The failure of our information technology systems to perform as we anticipate could disrupt our business and could result in transaction errors, processing inefficiencies, and the loss of sales and customers, causing our business and results of operations to suffer. In particular, as we grow, we need to make sure that our information technology systems are upgraded and integrated throughout our business and able to generate reports sufficient for management to run our business. In addition, our information technology systems may be vulnerable to damage, interruption or security breaches from circumstances beyond our control, including fire, natural disasters, system failures, cyber-attacks, corporate espionage, and viruses. Any such damage, interruption or security breach could have a material adverse effect on our business. We may be subject to significant liability and may have to recall our products if the consumption of any food product manufactured or marketed by us causes injury, illness or death. Regardless of whether such claims against us are valid, they may be expensive to defend and may generate negative publicity, both of which could materially adversely affect our business, operating results and financial condition. The sale of food products for human consumption involves the risk of injury to consumers. Such injuries may result from tampering by unauthorized third parties or product contamination or spoilage, including the presence of bacterial contamination, foreign objects, substances, chemicals, other agents or residues introduced during production processes. Our food products may also be subject to product tampering, contamination or spoilage or be mislabeled or otherwise damaged which may result in a product recall. We are dependent on our third-party manufacturers for compliance with rules and regulations with respect to production of many of our products. Although we believe that we and our manufacturers are in material compliance with all applicable laws and regulations, if the consumption of our products causes or is alleged to have caused an illness in the future, we may become subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding an illness, injury or death could have a material adverse effect on our business, results of operations and financial condition. The food industry has been subject to a growing number of claims, including class action lawsuits based on the nutritional content of food products as well as disclosure and advertising practices. In the future we may be subject to these types of claims and proceedings and, even if we are successful in defending such claims, publicity about these matters may harm our reputation and adversely affect our results. Regardless of whether any claims against us are valid, or whether we are ultimately held liable, claims may be expensive to defend and may divert time and money away from our operations, which could have a material adverse effect on our performance. Furthermore, a significant judgment could materially and adversely affect our financial condition or results of operations. Outbreaks of disease among livestock and poultry flocks could harm our revenues and operating margins. As a supplier of meat products, we are subject to risks associated with the outbreak of disease in beef livestock and poultry flocks, including, but not limited to, avian influenza and bovine spongiform encephalopathy. The outbreak of disease could adversely affect our supply of raw materials, increase the cost of production and reduce operating margins. Additionally, the outbreak of disease may hinder our ability to market and sell products which could have a material adverse effect on our results of operations and financial condition. We are dependent upon key personnel whose loss may adversely impact our business. Our success materially depends upon the expertise, experience and continued service of our management and other key personnel, including but not limited to, our current Chief Executive Officer, Anshu Bhatnagar. If we lose the services of Anshu Bhatnagar or any of other member of management, our business would be materially and adversely affected. Our future success also depends upon our ability to attract and retain highly qualified management personnel and other employees. Any difficulties in obtaining, retaining and training qualified employees could have a material adverse effect on our results of operation or financial condition. The process of identifying such personnel with the combination of skills and attributes required to carry out our business plan is often lengthy. Any difficulties in obtaining and retaining qualified managers and employees could have a material adverse effect on our results of operation or financial condition. We may fail to realize all of the anticipated benefits of any entities which we acquire, such benefits may take longer to realize than expected or we may encounter significant difficulties integrating acquired businesses into our operations. If our acquisitions do not achieve their intended benefits, our business, financial condition, and results of operations could be materially and adversely affected. We believe that businesses that we acquire will result in certain benefits, including certain cost synergies and operational efficiencies; however, to realize these anticipated benefits, the businesses we acquire must be successfully combined with our business. The combination of independent businesses is a complex, costly, and time-consuming process that will require significant management attention and resources. The integration process may disrupt the businesses and, if implemented ineffectively, would limit the expected benefits of these acquisitions to us. The failure to meet the challenges involved in integrating acquired businesses and realizing anticipated benefits could cause an interruption of, or a loss of momentum in, our activities and could adversely affect our results of operations. The overall integration of acquired businesses may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of customer and other business relationships, and diversion of management s attention. The difficulties of combining the operations of companies include, among others: the diversion of management s attention to integration matters; difficulties in achieving anticipated cost savings, synergies, business opportunities, and growth prospects from the combinations; difficulties in the integration of operations and systems; and conforming standards, controls, procedures, accounting and other policies, business cultures, and compensation structures between the two companies. Many of these factors are outside of our control and any one of these factors could result in, among other things, increased costs and decreases in the amount of expected revenues, which could materially adversely impact our business, financial condition, and results of operations. In addition, even if we are able to successfully integrate acquired businesses, the full benefits, including the synergies, cost savings, revenue growth, or other benefits that are expected, may not be achieved within the anticipated time frame, or at all. All of these factors could decrease or delay the expected accretive effect of the acquisitions, and negatively impact our business, operating results, and financial condition. Risks Relating to Our Securities Certain provisions of the Delaware General Corporation Law ("DGCL"), our Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), and our Amended and Restated Bylaws ("Bylaws") may have anti-takeover effects that could discourage, delay or prevent a change in control, which may cause our stock price to decline. Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transaction would be beneficial to our stockholders. Our Certificate of Incorporation authorizes us to issue up to 125,000,000 shares of preferred stock. This preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board of directors without further action by stockholders. The terms of any series of preferred stock may include voting rights (including the right to vote as a series on particular matters), preferences as to dividend, liquidation, conversion and redemption rights and sinking fund provisions. The issuance of any preferred stock could materially adversely affect the rights of the holders of our common stock, and therefore, reduce the value of our common stock. In particular, specific rights granted to holders of preferred stock could be used to restrict our ability to merge with, or sell our assets to, a third party and thereby preserve control by the present management. As of July 22, 2020 we have designated (i) 120,000,000 shares of preferred stock as Series A Convertible Preferred Stock, of which 28,944,601 are outstanding, (ii) 1,000,000 shares of preferred stock as Series B Convertible Preferred Stock, none of which are outstanding and (iii) 1,000,000 shares of preferred stock as Series C Convertible Preferred Stock, of which 430,801 shares are outstanding. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, our Certificate of Incorporation, Bylaws and Delaware law, as applicable, among other things: provide the board of directors with the ability to alter the Bylaws without stockholder approval; provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum; and provide that special meetings of stockholders may be called only by our board. If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002, as amended ("Sarbanes-Oxley") related to internal controls and procedures in the future, or, if we discover material weaknesses and other deficiencies in our internal controls over financial reporting, our stock price could decline significantly and raising capital could be more difficult. Section 404 of Sarbanes-Oxley requires annual management assessments of the effectiveness of our internal controls over financial reporting. If we fail to comply with the rules under Sarbanes-Oxley related to disclosure controls and procedures in the future, or, if we discover material weaknesses and other deficiencies in our internal controls over financial reporting, our stock price could decline significantly and raising capital could be more difficult. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of Sarbanes-Oxley. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly. Our common stock is subject to the "penny stock" rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock. Rule 15g-9 under the Exchange Act establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. We have never paid cash dividends and have no plans to pay cash dividends in the future Holders of shares of our common stock are entitled to receive such dividends as may be declared by our board of directors. To date, we have paid no cash dividends on our capital stock and we do not expect to pay cash dividends in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our capital stock may have will be in the form of appreciation, if any, in the market value of their shares of common stock. If we fail to remain current in our reporting requirements, we could be removed from the OTCQB which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. As a company listed on the OTCQB and subject to the reporting requirements of the Securities Exchange Act of 1934 ("Exchange Act"), we must be current with our filings pursuant to Section 13 or 15(d) of the Exchange Act in order to maintain price quotation privileges on the OTCQB. If we fail to remain current in our reporting requirements, we could be removed from the OTCQB. As a result, the market liquidity of our securities could be severely adversely affected by limiting the ability of broker-dealers to trade our securities and the ability of stockholders to sell their securities in the secondary market. Our common stock could be subject to extreme volatility. The trading price of our common stock may be affected by a number of factors, including events described in the risk factors set forth herein and in our other reports filed with the SEC from time to time, as well as our operating results, financial condition and other events or factors. In addition to the uncertainties relating to future operating performance and the profitability of operations, factors such as variations in interim financial results or various, and unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our common stock. In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock. In addition, securities markets have, from time to time, experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may have a material adverse effect the market price of our common stock. Financial reporting obligations of being a public company in the United States are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters. As a publicly traded company we incur significant legal, accounting and other expenses. The obligations of being a public company in the United States require significant expenditures and places significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act of 2002, as amended, and the Dodd-Frank Wall Street Reform and Consumer Protection Act. These rules require the establishment and maintenance of effective disclosure and financial controls and procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor and maintain compliance with. Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted from the OTCQB, among other potential problems. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Any statements in this prospectus about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as "believe," "will," "expect," "anticipate," "estimate," "intend," "plan" and "would." For example, statements concerning financial condition, possible or assumed future results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our Common Stock and future management and organizational structure are all forward-looking statements. Forward-looking statements are not guarantees of performance. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this prospectus. You should read this prospectus and the documents that we reference herein and have filed as exhibits to the registration statement, of which this prospectus is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Because the risk factors referred to on page 7 of this prospectus could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this prospectus and any accompanying prospectus supplement, and particularly our forward-looking statements, by these cautionary statements. USE OF PROCEEDS The selling stockholder will receive all of the proceeds from the sale of our Common Stock offered by them pursuant to this prospectus. We will not receive any proceeds from the sale of shares of our Common Stock by the selling stockholder covered by this prospectus. However, we will receive proceeds from the sale of shares of our Common Stock pursuant to our exercise of the purchase notice offered by White Lion. We will use proceeds from the sale of our common stock to White Lion for general corporate and working capital purposes, including possibly acquiring assets, businesses and developing other operations, or for other purposes that our board of directors, using prudent business judgment, deems to be in the best interest of the Company. We will pay for expenses of this offering, except that the selling stockholder will pay any broker discounts or commissions or equivalent expenses and expenses of its legal counsel applicable to the sale of its shares. DETERMINATION OF OFFERING PRICE Our shares of Common Stock are currently listed on the OTCQB tier of the OTC Markets under the symbol "VRUS". The OTC Markets is not a national securities exchange registered with the SEC. The price of our Common Stock is thinly traded and subject to significant volatility on OTC Markets. The proposed offering price of the Shares has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c) of the Securities Act of 1933, on the basis of the average of the high and low prices of the shares of our Common Stock as reported on the OTC Markets Group, Inc. on July 22, 2020. We also considered, pursuant to Item 201 of Reg. SK, the range of high and low bid information for each full quarterly period within the two most recent fiscal years and any subsequent interim period for which financial statements are included. DILUTION The sale of our common stock to White Lion Capital, LLC in accordance with the common stock purchase agreement will have a dilutive impact on our stockholders. As a result, our net loss per share could increase in future periods and the market price of our common stock could decline. In addition, the lower our stock price is at the time we exercise our Purchase Notice, the more shares of our common stock we will have to issue to White Lion in order to drawdown pursuant to the common stock purchase agreement. If our stock price decreases during the pricing period, then our existing stockholders would experience greater dilution. DIVIDEND POLICY We have not paid any cash dividends on our capital stock and we do not expect to pay cash dividends in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operations of our business. Our future dividend policy will be determined from time to time by our board of directors. SELLING STOCKHOLDER This prospectus relates to the resale from time to time by the selling security holder identified herein of 598,515,704 shares of our Common Stock. The shares of our Common Stock referred to above are being registered to permit public sales of the shares of Common Stock, and the selling stockholder may offer the shares for resale from time to time pursuant to this prospectus. The table below sets forth certain information regarding the selling stockholder and the shares of Common Stock offered in this prospectus. The selling stockholder has had no material relationship with us within the past three years. To our knowledge, the selling stockholder is not a broker-dealer or an affiliate of a broker-dealer. We may require the selling stockholder to suspend the sales of the shares of our Common Stock being offered pursuant to this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in those documents in order to make statements in those documents not misleading. Beneficial ownership is determined in accordance with the rules of the SEC. The selling stockholder s percentage of ownership of our outstanding shares in the table below is based upon 2,916,711,112 shares of Common Stock outstanding as of July 22, 2020. Name of Selling Stockholder Number of Shares of Common Stock Beneficially Owned Before this Offering (1) Percentage of Common Stock Beneficially Owned Before this Offering Share of Common Stock Offered in this Offering Shares of Common Stock Beneficially Owned After this Offering (2) Percentage of Common Stock Beneficially Owned After this Offering (2) White Lion Capital, LLC (3) 0 0% 598,515,704 0 0% * Less than 1%. (1) Under applicable SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of a convertible security. Also under applicable SEC rules, a person is deemed to be the "beneficial owner" of a security with regard to which the person directly or indirectly, has or shares (a) voting power, which includes the power to vote or direct the voting of the security, or (b) investment power, which includes the power to dispose, or direct the disposition, of the security, in each case, irrespective of the person s economic interest in the security. Each listed selling stockholder has the sole investment and voting power with respect to all shares of Common Stock shown as beneficially owned by such selling stockholder, except as otherwise indicated in the footnotes to the table. (2) Represents the amount of shares that will be held by the selling stockholder after completion of this offering based on the assumptions that (a) all shares of our Common Stock registered for sale by the registration statement of which this prospectus is part will be sold and (b) no other shares of our Common Stock are acquired or sold by the selling stockholder prior to completion of this offering. However, each selling stockholder may sell all or some of the shares of Common Stock offered pursuant to this prospectus. (3) Nathan Yee is the Manager of White Lion Capital, LLC and in such capacity has the right to vote and dispose of the securities held by such entity. PLAN OF DISTRIBUTION We are registering the shares of our Common Stock covered by this prospectus to permit the selling stockholder to conduct public secondary trading of such shares from time to time after the date of this prospectus. We will not receive any proceeds from the sale of shares of our Common Stock by the selling stockholder; however, we will receive the proceeds from the sale of shares of our Common Stock pursuant to our exercise of the purchase notice offered by White Lion. The selling stockholder may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers, the selling stockholder will be responsible for underwriting discounts or commissions or agent s commissions. The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale (if a public market exists), at varying prices determined at the time of sale, or at negotiated prices. All sales may be effected in transactions, which may involve crosses or block transactions: on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; in the over-the-counter market; in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; purchases by a broker-dealer as principal and resale by the broker-dealer for its account; an exchange distribution in accordance with the rules of the applicable exchange; privately negotiated transactions; settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; under Rule 144, Rule 144A or Regulation S under the Securities Act, if available, rather than under this prospectus; a combination of any such methods of sale; or any other method permitted pursuant to applicable law. Our Common Stock is currently quoted on the OTCQB under the symbol "VRUS." Broker-dealers engaged by the selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of our Common Stock or interests therein, the selling stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of our Common Stock in the course of hedging the positions they assume. The selling stockholder may also sell shares of our Common Stock short and deliver these securities to close out their short positions, or loan or pledge our Common Stock to broker-dealers that in turn may sell these securities. The selling stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The selling stockholder and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts. If a selling stockholder is deemed to be an underwriter, the selling stockholder may be subject to certain statutory liabilities including, but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act. A selling stockholder who is deemed an underwriter within the meaning of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. The SEC staff is of the view that a selling stockholder who is a registered broker-dealer or affiliate of a registered broker-dealer may be an underwriter under the Securities Act. In compliance with FINRA guidelines, the maximum commission or discount to be received by an FINRA member or independent broker-dealer may not exceed 8% for the sale of any securities registered hereunder. We will not pay any compensation or give any discounts or commissions to any underwriter in connection with the securities being offered by this prospectus. The selling stockholder has advised us that they have not entered into any written or oral agreements, understandings or arrangements with any underwriter or broker-dealer regarding the sale of our Common Stock. There is no underwriter or coordinating broker acting in connection with the proposed sale of our Common Stock by the selling stockholder. We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Each selling stockholder has in turn agreed to indemnify us for certain specified liabilities. In order to comply with the securities laws of some states, if applicable, the shares of Common Stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of our Common Stock may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the selling stockholder or any other person. The anti-manipulation rules under the Exchange Act may apply to sales of Common Stock in the market and to the activities of the selling stockholder and its affiliates. Regulation M may restrict the ability of any person engaged in the distribution of the Common Stock to engage in market-making activities with respect to the particular shares of Common Stock being distributed for a period of up to five business days before the distribution. These restrictions may affect the marketability of the Common Stock and the ability of any person or entity to engage in market-making activities with respect to the Common Stock. We will make copies of this prospectus available to the selling stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale. DESCRIPTION OF SECURITIES TO BE REGISTERED We are offering up to 598,515,704 shares of our Common Stock. Common Stock The following description of our Common Stock is intended as a summary only and is qualified in its entirety by reference to our Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation") and Amended and Restated Bylaws, as amended ("Bylaws"), which are filed as exhibits to the registration statement of which this prospectus forms a part. Our authorized Common Stock consists of 7,500,000,000 shares, par value $0.000001 per share, of which 2,916,711,112 shares were issued and outstanding as of July 22, 2020. Each share of our Common Stock is entitled to one vote on all matters submitted to a vote of the stockholders. Our stockholders are not permitted to cumulative voting. Holders of our Common Stock are entitled to receive ratably such dividends, if any, as may be declared by our Board out of legally available funds. However, the current policy of our Board is to retain earnings, if any, for the operation and expansion of our Company. The holders of our Common Stock have no preemptive, subscription, redemption or conversion rights. SHARES ELIGIBLE FOR FUTURE SALE We cannot predict the effect, if any, that market sales of shares of our Common Stock or the availability of shares of our Common Stock for sale will have on the market price of our Common Stock prevailing from time to time. Future sales of our Common Stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. The availability for sale of a substantial number of shares of our Common Stock acquired through the exercise of outstanding warrants could materially adversely affect the market price of our Common Stock. In addition, sales of our Common Stock in the public market after the restrictions lapse as described below, or the perception that those sales may occur, could cause the prevailing market price to decrease or to be lower than it might be in the absence of those sales or perceptions. Rule 144 In general, under Rule 144, any person who is not our affiliate and has held their shares for at least six months, including the holding period of any prior owner other than one of our affiliates, may sell shares without restriction, subject to the availability of current public information about us. In addition, under Rule 144, any person who is not an affiliate of ours and has held their shares for at least one year, including the holding period of any prior owner other than one of our affiliates, would be entitled to sell an unlimited number of shares without regard to whether current public information about us is available. A person who is our affiliate or who was our affiliate at any time during the preceding three months, and who has beneficially owned restricted securities for at least six months, including the holding period of any prior owner other than one of our affiliates, is entitled to sell a number of shares within any three-month period that does not exceed the greater of: (i) 1% of the number of shares of our common stock then outstanding and (ii) if and when the Common Stock is listed on a national securities exchange, the average weekly trading volume of the Common Stock during the four calendar weeks preceding the date on which notice of such sale was filed under Rule 144. Sales under Rule 144 by our affiliates are also subject to manner of sale provisions and notice requirements, and to the availability of current public information about us. INTERESTS OF NAMED EXPERTS AND COUNSEL No expert or counsel named in the registration statement as having prepared or certified any part of the registration statement; or having provided a report or valuation for use related to the registration statement, are covered persons pursuant to Item 509 of Regulation S-K having disclosable certain relationships with the Company. INFORMATION WITH RESPECT TO THE REGISTRANT Overview Since August 1, 2018, we, through our wholly-owned subsidiary, Verus Foods, an international supplier of consumer food products, have been focused on international consumer packaged goods, foodstuff distribution and wholesale trade. Our fine food products are sourced in the United States and exported internationally. We market consumer food products under our own brand primarily to supermarkets, hotels and other members of the wholesale trade. Initially, we focused on frozen foods, particularly meat, poultry, seafood, vegetables, and french fries with beverages as a second vertical, and in 2018, we added cold-storage facilities and began seeking international sources for fresh fruit, produce and similar perishables, as well as other consumer packaged foodstuff with the goal to create vertical farm-to-market operations. We have also begun to explore new CPG non-food categories, such as cosmetic and fragrances, for future product offerings. We currently have a significant regional presence in MENA and sub-Saharan Africa (excluding OFAC restricted nations), with deep roots in the GCC countries, which includes the UAE, Oman, Bahrain, Qatar, Kingdom of Saudi Arabia and Kuwait. Our long-term goal is to source goods and generate international wholesale and retail CPG sales in North and South America, Europe, Africa, Asia, and Australia. In addition to the foregoing, since our acquisition of BLF during April 2019, pursuant to which we acquired a license with MLB to sell MLB-branded frozen dessert products and confections, we have been selling pint size ice cream in grocery store-type packaging and are exploring novelty "grab-and-go" size ice cream in cone, bar, and sandwich versions under our frozen dessert product line. In addition, under our confections product line, we are selling gummi and chocolate candies. The MLB license covers all 30 MLB teams, and all of our current products pursuant to such license feature "home team" packaging that matches the fan base in each region. Furthermore, during August 2019, we purchased all of the assets of a french fry business including customer contracts which provide us the right to earn revenue pursuant to such contracts throughout the Middle East. Finally, during April 2020, we entered into a binding agreement with ZC Top Apparel Manufacturing ("ZC Top"), which was confirmed and superseded by a securities purchase agreement during May 2020, wherein we acquired a controlling 51% interest of ZC Top, an apparel manufacturer in Mindanao, Philippines, which is engaged in e-commerce through Lazada, Shoppee and other online marketplaces, and manufacturer of highly sought-after reusable N95 fabric masks and biohazard suits. Government Regulation We are subject to the laws and regulations in the countries in which we operate. Our food products are subject to local, national and multinational regulations related to labeling, health and nutrition claims, packaging, pricing, marketing and advertising, privacy and related areas. In addition, various jurisdictions regulate our operations by licensing and inspecting the manufacturing plants and facilities of our suppliers, enforcing standards for select food products, grading food products, and regulating trade practices related to the sale and pricing of our food products. Many of the food commodities we use in our operations are subject to government agricultural policy and intervention. These policies have substantial effects on prices and supplies and are subject to periodic governmental review. Examples of laws and regulations that affect our business include selective food taxes, labeling requirements such as front-of-pack labeling and nutrient profiling, marketing restrictions, potential withdrawal of trade concessions as dispute settlement retaliation and sanctions on sales or sourcing of raw materials. In addition, we are subject to U.S. and foreign anti-corruption laws including the Foreign Corrupt Practices Act ("FCPA") which prohibits us from providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. We are also subject to the Export Sales Reporting Program of the United States Department of Agriculture ("USDA") which monitors U.S. agricultural export sales on a daily and weekly basis. The program requires U.S. exporters to report sales of certain commodities to the Foreign Agricultural Service of the USDA on a weekly basis. Commodities currently covered by the program include feed grains, wheat, wheat products, rye, flaxseed, linseed oil, cotton, cottonseed, oilseed products, rice, cattle hides and skins, and beef. In addition to the weekly requirement, daily reporting is required (except for soybean oil) when a single exporter sells 100,000 metric tons or more of one commodity in one day to a single destination, or cumulative sales of 200,000 tons or more of one commodity during the weekly reporting period to a single destination. In addition to the foregoing, we must comply with OFAC trade sanctions. OFAC of the U.S. Department of Treasury administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals targeted against foreign countries and regimes, terrorists, international narcotics traffickers, those engaged in activities related to the proliferation of weapons of mass destruction and other threats to national security, foreign policy or economy of the United Stated. Our failure to comply with any of the foregoing regulations or regulations that we may be subject to may be punishable by civil penalties, including fines, denial of export privileges, injunctions and asset seizures as well as criminal fines and imprisonment. Market and Competition We generate a majority of our revenue from food imported into the GCC countries of Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates. The GCC has highly developed wholesale, grocery, and retail infrastructures that attract thousands of brands from around the world. According to A.T. Kearney, there are approximately 600 food distributors in the GCC. According to reports published by Alpen Capital, halal food imports into the GCC are expected to exceed $50 billion by 2020, while food imports account for about 85% of food consumed in the GCC. We also generate revenue from domestic U.S. sales of our MLB branded ice cream and gummi and chocolate candies. According to the International Dairy Foods Association, ice cream is an $11 billion industry with 1.4 billion gallons of ice cream and related frozen desserts produced in the U.S. in 201,7 and according to the National Confectioners Association, the confectionary industry generates $35 billion annually. In the branded product space, management believes that our key competitors in the GCC countries in which we operate include The Savola Group and Almarai which are based in Saudi Arabia; Americana Quality which is based in Kuwait; and Al Islami Foods which is based in the UAE and is currently ranked as the world s largest Halal food vendor, with more than 80 frozen and specialty lines. In addition to the foregoing, we also compete with recognized international brands from multi-line companies such as Nestle and Mondelez International. In the U.S., management believes that our key competitors include premium ice cream brands such as Ben & Jerry s, Breyers, and Haagen-Dazs and domestic confectionary brands in the gummi and chocolate candy space such as Mars, Mondelez International, and Nestle. Although many of our competitors have greater financial, distribution and marketing resources than us, management believes there are many food categories and niches in which we can successfully compete in this highly-fragmented market. In addition, we focus on the regional sensitivities and dietary requirements of the markets we export products to. We offer both Verus Foods-branded products along with products from other brands, particularly from brands that desire to enter the GCC market, but lack the infrastructure or resources to do so. Furthermore, management believes that we are one of the only U.S. based public companies operating in the GCC that can provide its own branded products and also act as a distributor for other brands across all of the major food sales categories. Management believes that a majority of the suppliers in this space are either non-U.S. based private companies or are public entities with a narrow focus on their own brands. Recent Developments Financings On July 20, 2020, we entered into a letter agreement ("Agreement") with an accredited investor to extend the maturity date of the March 31, 2020 promissory note in the principal amount of $312,500 (the "Note"), which matured on July 1, 2020. The maturity date was extended ninety (90) days to September 29, 2020. Additionally, the Agreement provides that BLF will sell certain of its inventory ("Purchased Inventory") to the accredited investor as an approved Distributor and that the accredited investor will make certain invoice payments to BLF vendors. Upon the sale of Purchased Inventory by the accredited investor, the accredited investor will retain the first $67,421.50 of proceeds and then apply future proceeds on a per case amount, as specified within the Agreement, as a reduction of the outstanding Note balance. Any remaining Note balance will be due and payable by the Company upon maturity of the Note. On July 14, 2020, we issued a convertible note in the principal amount of $63,000, which note accrues interest at a rate of 9% per annum, matures on July 14, 2021 and is convertible into shares of our common stock at a conversion price equal to the greater of (i) the Fixed Conversion Price (as defined in the Note) or (ii) the Variable Conversion Price (as defined in the Note), subject to adjustment. On May 12, 2020, we issued a convertible note in the principal amount of $153,000, which note accrues interest at a rate of 9% per annum, matures on May 12, 2021 and is convertible into shares of our common stock at a conversion price equal to the greater of (i) the Fixed Conversion Price (as defined in the Note) or (ii) the Variable Conversion Price (as defined in the Note), subject to adjustment. On March 31, 2020, we issued a promissory note in the principal amount of $312,500 (including a $62,500 original issuance discount) which note accrued interest at a rate of 4% per annum, subject to adjustment, and matured on July 1, 2020. The note was secured by an interest in all of the equity of our wholly-owned subsidiary, BLF. On July 20, 2020, we entered into a letter agreement ("Agreement") whereby 1) the maturity date of the March 31, 2020 promissory note was extended ninety (90) days to September 29, 2020 and 2) sold certain BLF inventory to the note holder at agreed upon prices. Employees As of July 22, 2020, the Company had 16 full-time employees and 5 part-time employees. Legal Proceedings From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in matters may arise from time to time that may harm our business. As of July 22, 2020, except as set forth herein, management believes that there are no claims against us, which it believes will result in a material adverse effect on our business or financial condition. On April 4, 2019, Auctus Fund, LLC ("Auctus") commenced a lawsuit against the Company in the United States District Court for the District of Massachusetts. On August 27, 2019, the Company filed a motion to dismiss this lawsuit. On September 30, 2019, Auctus responded by filing a First Amended Complaint. The Company then filed a second motion to dismiss on October 24, 2019. On February 25, 2020, the court issued a decision dismissing the securities laws and unjust enrichment and breach of fiduciary duty claims and retaining the breach of contract, breach of covenant of good faith, fraud and deceit, and negligent misrepresentation-and the Massachusetts Consumer Protection Act claims. The Company filed its Answer to the complaint on March 10, 2020. The case remains pending in the District of Massachusetts. This case stems from a securities purchase agreement and convertible note issued in May 2017, a securities purchase agreement and convertible note issued in July 2018, the spin-off of the Company s real estate division into NestBuilder including the issuance of shares of NestBuilder in the spin-off to the Company s stockholders and an inducement agreement, release and payoff agreement executed by the parties in February 2019 whereby the Company settled the balance of outstanding amounts owed to Auctus in consideration for cash and shares of NestBuilder. Auctus has requested that the court grant it injunctive and equitable relief and specific performance with respect to the Company s obligations; determine that the Company is liable for all damages, losses and costs and award Auctus actual losses sustained; award Auctus costs including, but not limited to, costs required to prosecute the action including attorneys fees; and punitive damages. The Company intends to continue to defend this matter and although the ultimate outcome cannot be predicted with certainty, based on the current information available, the Company does not believe the ultimate liability, if any, will have a material adverse effect on its financial condition or results of operations. Properties On April 11, 2017, we entered into a sublease with Buchanan Partners, LLC, pursuant to which we sublease offices at 9841 Washingtonian Blvd, #390, Gaithersburg, MD 20878. We currently lease our office which consists of 2,798 square feet for $7,643.63 per month. Effective as of April 1, 2021, our rent will increase to $7,872.93 per month. Our lease will expire on December 31, 2021. Furthermore, on June 12, 2020, we assumed a lease with MH Greenbriar, LLC, pursuant to which we lease 10,100 square feet of warehouse and office space at 4003 Greenbriar Drive, Suite D, Stafford, TX 77477 for $8,383.00 per month. This lease will expire on November 30, 2023. Corporate History We were incorporated in the state of Delaware under the name Spectrum Gaming Ventures, Inc. on May 25, 1994. On October 10, 1995, we changed our name to Select Video, Inc. On October 24, 2007, we filed a Certificate of Ownership with the Delaware Secretary of State whereby Webdigs, Inc., our wholly-owned subsidiary, was merged with and into us and we changed our name to Webdigs, Inc. On October 9, 2012, we consummated the Exchange Transaction with Monaker (formerly known as Next 1 Interactive, Inc.), a Nevada corporation pursuant to which we received all of the outstanding equity in Attach , a Florida corporation and wholly owned subsidiary of Monaker in consideration for the issuance of 93 million shares of our newly designated Series A Convertible Preferred Stock to Monaker. Attach owned approximately 80% of a corporation named RealBiz Holdings Inc. which is the parent corporation of RealBiz 360, Inc. As a condition to the closing of the Exchange Transaction, on October 3, 2012, we filed a Certificate of Ownership with the Delaware Secretary of State whereby RealBiz Media Group, Inc., our wholly-owned subsidiary, was merged with and into us and we changed our name to RealBiz Media Group, Inc. We entered into a Contribution and Spin-off Agreement with NestBuilder.com Corp ("NestBuilder"). on October 27, 2017, as amended on January 28, 2018, whereby, effective as of August 1, 2018, we spun off our real estate division into NestBuilder. All of our stockholders as of July 2, 2018, the record date, which held their shares as of July 20, 2018, the ex-dividend date, received one share of NestBuilder common stock for each 900 shares of our Company owned. On May 1, 2018, Verus MENA entered into a Share Purchase and Sale Agreement with the Purchaser pursuant to which Verus MENA sold 75 shares of Gulf Agro, representing 25% of the common stock of Gulf Agro to the Purchaser. In consideration for the Gulf Agro Shares, the Purchaser was assigned certain contracts executed during a specified period of time. Effective October 16, 2018, we changed our name from RealBiz Media Group, Inc. to Verus International, Inc. and our ticker symbol to "VRUS." On April 25, 2019, we entered into a stock purchase agreement with BLF and James Wheeler, the sole stockholder of BLF pursuant to which we purchased all of the outstanding capital stock of BLF. Upon the closing of such acquisition, BLF became our wholly-owned subsidiary and we acquired a license with MLB to sell MLB-branded frozen dessert products and confections covering all 30 MLB teams. On August 30, 2019, we entered into an asset purchase agreement with the Seller, to which we purchased all of the assets of the Seller s french fry business in the Middle East. On April 3, 2020, we entered into a binding agreement with ZC Top Apparel Manufacturing ("ZC Top"), which was confirmed and superseded by a securities purchase agreement dated May 8, 2020, wherein we acquired a controlling 51% interest of ZC Top, an apparel manufacturer in Mindanao, Philippines, which is engaged in e-commerce through Lazada, Shoppee and other online marketplaces, and manufacturer of highly sought-after reusable N95 fabric masks and biohazard suits. Our address is 9841 Washingtonian Blvd., #390, Gaithersburg, MD 20878, our telephone number is (301) 329-2700 and our website is www.verusfoods.com. The information on our website is not a part of this prospectus. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Market Information Our common stock is currently quoted on the OTCQB tier of the OTC Markets under the symbol "VRUS." Our common stock was listed on the following tiers of the OTC Markets under the following symbols: (i) we began trading on the OTC Markets (on the Grey Market) on October 14, 2008 under the symbol "WBDG"; (ii) on November 10, 2008, our common stock began trading under the symbol "WBDG" on the OTCQB; (iii) on September 21, 2011, our common stock began trading under the symbol "WBDG" on the OTC Pink tier of the OTC Markets; (iv) on June 6, 2012, our common stock began trading under the symbol "WBDG" on the OTCQB; (v) on November 2, 2012, we changed our symbol to "RBIZ"; (vi) on April 10, 2018, our common stock began trading under the symbol "RBIZ" on the OTC Pink tier of the OTC Markets, (vii) on October 16, 2018, our common stock began trading under the symbol "VRUS" on the OTC Pink tier of the OTC Markets and (viii) on July 17, 2019, our common stock began trading under the symbol "VRUS" on the OTCQB. Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Stockholders As of July 22, 2020 we had 440 holders of record of our Common Stock. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of Common Stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. Dividend Policy We have not paid any dividends on our Common Stock and do not anticipate paying any such dividends in the near future. Instead, we intend to use any earnings for future acquisitions and expanding our business. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion of our financial condition and results of operations in conjunction with financial statements and notes thereto, as well as the "Risk Factors" and "Description of Business" sections included elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001441693_pro-farm_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001441693_pro-farm_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cd2e27347d3c30c9988a46010e083a1c5a8e6e12
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001441693_pro-farm_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This document is called a prospectus and is part of a registration statement that we have filed with the SEC. The selling stockholders named in this prospectus may sell up to 152,641,473 shares of our common stock previously issued and issuable upon exercise of warrants to purchase shares of our common stock from time to time. This prospectus provides you with a general description of the securities we may offer. Each time the selling stockholders sell shares of our common stock, we or the selling stockholders will provide a prospectus and any prospectus supplement containing specific information about the terms of the applicable offering, as required by applicable law. The prospectus supplement may also add, update or change information in this prospectus or in documents incorporated by reference in this prospectus. To the extent that any statement that we or the selling stockholders make in a prospectus supplement is inconsistent with statements made in this prospectus or in documents incorporated by reference in this prospectus, the statements made or incorporated by reference in this prospectus will be deemed modified or superseded by those made in the prospectus supplement. You should carefully read both this prospectus and any applicable prospectus supplement together with the additional information described under the heading "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" before buying any shares of our common stock offered in this offering. No person has been authorized to give any information or make any representations in connection with this offering other than those contained or incorporated by reference in this prospectus in connection with the offering described in this prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by us. This prospectus shall not constitute an offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference in this prospectus is correct as of any date subsequent to the date of this prospectus or the date of the document incorporated by reference, as applicable. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus may involve estimates and assumptions, and these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" contained in this prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. The selling stockholders may from time to time offer and sell, transfer or otherwise dispose of any or all of the shares of our common stock covered by this prospectus directly or through one or more underwriters, broker-dealers or agents on terms to be determined at the time of sale. A prospectus supplement may describe the terms of the plan of distribution and set forth the names of any underwriters involved in the sale of our common stock. See "Plan of Distribution" for more information. For purposes of this prospectus, references to the terms "MBI," "the Company," "we," "us" and "our" refer to Marrone Bio Innovations, Inc., together with its subsidiaries, unless the context otherwise requires. Marrone Bio Innovations and our logo are some of our trademarks used in this prospectus. This prospectus and the documents incorporated by reference herein also include trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the and symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and tradenames. The registration statement containing this prospectus, including exhibits to the registration statement, provides additional information about us and the common stock offered under this prospectus. The registration statement can be read at the SEC s website or at the SEC offices mentioned under the heading "Where You Can Find More Information." The information in this Prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, dated March 20, 2020 PROSPECTUS 152,641,473 Shares Common Stock This prospectus relates to the possible resale or other disposition, from time to time, of up to 152,641,473 shares of our common stock previously issued and issuable upon exercise of warrants to purchase shares of our common stock by the selling stockholders named in this prospectus or in supplements to this prospectus. See "Selling Stockholders." We are registering the applicable shares of our common stock to provide the selling stockholders with freely tradable securities. The registration of the shares of our common stock covered by this prospectus does not necessarily mean that any shares of our common stock will be sold by any of the selling stockholders, and we cannot predict when or in what amounts any of the selling stockholders may sell any of our shares of common stock offered by this prospectus. The prices at which the selling stockholders may sell the shares of our common stock will be determined by prevailing market prices or at prices that may be obtained in negotiated transactions. We are filing the registration statement of which this prospectus is a part pursuant to contractual obligations that exist with the selling stockholders, as described in more detail in this prospectus under "Selling Stockholders—Private Placement and Related Transactions." We are not selling any shares of our common stock under this prospectus and will not receive any proceeds from any sale or disposition by the selling stockholders of the shares of our common stock covered by this prospectus. However, we will receive proceeds in connection with the applicable exercise price of the warrants to purchase shares of our common stock, unless any of such warrants will be exercised via cashless exercise to the extent provided for in the applicable warrant. In addition, we have agreed to pay all fees and expenses incident to our contractual obligations to register the shares of our common stock. The selling stockholders from time to time may offer and sell the shares of our common stock held by them directly or through one or more underwriters, broker-dealers or agents on terms to be determined at the time of sale, as described in more detail in this prospectus under "Plan of Distribution." No shares of our common stock may be sold without delivery of this prospectus describing the method and terms of the offering of such shares. Our common stock trades on the Nasdaq Capital Market, or Nasdaq, under the symbol "MBII." On March 17, 2020, the last reported sale price of our common stock on Nasdaq was $0.88 per share. INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE RISK FACTORS DESCRIBED IN THIS PROSPECTUS AND IN THE DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. SEE "RISK FACTORS" ON PAGE 4 BEFORE MAKING A DECISION TO INVEST IN OUR SECURITIES. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. THE DATE OF THIS PROSPECTUS IS , 2020. Our Company We strive to lead the sustainable agriculture movement through the discovery, development, production and promotion of effective, efficient and environmentally responsible biological products for pest management, plant nutrition and plant health. We target the major markets that use conventional chemical pesticides and fertilizers, where our biological products are used as alternatives for, or mixed with, conventional products. We also target new markets for which there are no available conventional chemical products or where the use of conventional chemical products may not be desirable (including for organically certified crops) or permissible either because of health and environmental concerns, or because the development of pest resistance has reduced the efficacy of conventional chemical pesticides. Biological products for pest management (or crop protection) are referred to as biopesticides, or bioprotection products. Biological fertilizers and fertilizer enhancers are referred to as bionutrition products, and biological products for plant health are referred to as biostimulants. The United States Environmental Protection Agency ("EPA") registers two major categories of biopesticides, including microbial pesticides, which contain a microorganism such as a bacterium or fungus as the active ingredient, and biochemical pesticides, which are naturally occurring substances such as pheromones that disrupt insect mating or plant extracts and fatty acids that inhibit feeding or stop development. Bioprotection products and biostimulants are both comprised of naturally occurring microorganisms, such as bacteria and fungi, biochemicals, such as humic acid and fulvic acids, and plant extracts, such as seaweed extract. Our product lines for crop protection are all EPA registered biopesticides. Our biostimulant and bionutrition product lines do not require federal registration and are more lightly regulated around the globe than bioprotection products. We sell our products through distributors and other commercial partners to growers who use our bioprotection products to manage pests and plant diseases, our biostimulants to reduce crop stress and both our biostimulants and bionutrition products to increase yields and quality. Out of our Davis, California facilities we have developed and commercialized several patent-protected product lines based on various active ingredients, which we refer to herein as our Marrone products, including our Regalia product line (based on the active ingredient knotweed), for controlling plant disease and increasing plant health, our Grandevo and Venerate product lines (based on two new species of bacteria, Chromobacterium subtsugae and Burkholderia rinojensis), each for insect and mite control, our Majestene product line and its turf and ornamentals counterpart brand Zelto (based on the same active ingredient bacterium in Venerate), each for nematode control, and our Stargus product line (based on a new strain of Bacillus nakamurai), for downy mildew and white mold control and increased plant health. In addition, in 2019, we acquired the peroxyacetic acid-based plant health product lines Jet-Ag and Jet-Oxide from Jet Harvest Solutions and through our 2019 acquisition of Pro Farm Technologies OY ("Pro Farm"), we added to our portfolio bionutrition and biostimulant product lines, which we refer to herein as our Pro Farm products, including UBP and Foramin. All our products can be used in both conventional and organic crop production. Historically, our bioprotection products have been primarily sold to growers of specialty crops such as grapes, tree fruit, fruiting and leafy vegetables, nuts, leafy greens, medicinal plant and hemp crops and turf and ornamentals. In recent years, selling seed treatments for row crops has become a strategic focus. In January 2017, we entered into a strategic collaboration with Albaugh, LLC ("Albaugh"), to bundle our Venerate product into a seed treatment platform, which expanded our reach to row crops, including cotton, soybeans, corn and wheat. In addition, we sell our Pro Farm products as a seed treatment for corn, soybeans, sunflower and canola, and are expanding our Pro Farm product platform for seed treatment globally. In addition to our agricultural biological products for crop protection, plant nutrition and plant health, our Marrone products also include Zequanox, a pest management product line that we sell to the water treatment market. Zequanox selectively controls invasive mussels that cause significant infrastructure and ecological damage across a broad range of in-pipe and open-water applications, including hydroelectric and thermoelectric power generation, industrial applications and recreation. We continue to work with power and industrial plants to treat mussel infestations and have also received continued interest from government agencies to use Zequanox to assist in rehabilitating invasive mussel-infested Great Lakes ecosystems, including fishery habitats. As resources have necessitated our focus on our agricultural business, we are working on a strategy that will allow us to better monetize Zequanox and our algaecide water technologies. We continue to execute on our strategic plan, which focuses our resources on improving and promoting our commercially available products, making accretive acquisitions that can accelerate our growth and revenues, advancing product candidates that are expected to have the greatest impact on near-term growth potential and expanding our international presence and international commercialization of our products. We also continue to focus on finding ways to reduce expenses, conserve cash and improve operating efficiencies, to extract greater value from our products and product pipeline and to improve our support of the global sustainability movement that is core to our cultural values. In connection with this strategy, in the past two years, we have invested in new headcount in sales and marketing, with increased focus on large growers in our top target crops, on-farm demonstrations, trainings and education on our products, while continuing to provide our product development staff with responsibility for technical sales support, field-trials and demonstrations to promote sales growth. Our research and development efforts are concentrated primarily on supporting existing commercial products with a focus on reducing cost of product revenues, further understanding the modes of action, enhancing product potency, supporting commercial manufacturing and improving formulations while also advancing a select list of pipeline products such as our herbicide and enhanced Majestene products under development. Private Placements and Related Transactions On February 5, 2018 and August 6, 2019, we entered into private placement transactions with certain selling stockholders, including Ospraie Ag Science LLC and Ardsley Partners Renewable Energy Fund, L.P., pursuant to which the selling stockholders acquired the common stock and shares issuable upon exercise of warrants to purchase common stock being registered hereunder. See "Private Placement and Related Transactions." Corporate Information We were originally incorporated in the State of Delaware in June 2006 as Marrone Organic Innovations, Inc. Our principal executive offices are located at 1540 Drew Avenue, Davis, CA 95618. Our telephone number is (530) 750-2800. Our website address is www.marronebioinnovations.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus. We have included our web address as an inactive textual reference only. We make our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports available free of charge on our website as soon as reasonably practicable after we file these reports with the Securities and Exchange Commission. THE OFFERING Securities to be Offered by the Selling Stockholders Up to 152,641,473 shares of our common stock previously issued and issuable upon exercise of the warrants. Use of Proceeds All proceeds from the sale of the shares of common stock under this prospectus will be for the account of the selling stockholders. We will not receive any proceeds from the sale of our shares of common stock offered pursuant to this prospectus. However, we will receive proceeds in connection with the applicable exercise price of the warrants to purchase shares of our common stock, unless any of such warrants will be exercised via cashless exercise to the extent provided for in the applicable warrant. See the section entitled "Use of Proceeds" in this prospectus. Risk Factors You should read the section entitled "Risk Factors" in this prospectus for a discussion of the factors to consider carefully before deciding to invest in shares of our common stock. Nasdaq Capital Market Symbol MBII RISK FACTORS Before you invest in our securities, in addition to the other information, documents or reports incorporated by reference in this prospectus and any prospectus supplement or other offering materials, you should carefully consider the risk factors in the section entitled "Risk Factors" in any prospectus supplement, as well as our most recent Annual Report on Form 10-K. Each of the risks described in these sections and documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could result in a partial or complete loss of your investment. CAUTIONARY NOTE REGARDING FORWARD LOOKING INFORMATION This prospectus and the documents we incorporate by reference in this prospectus include a number of forward-looking statements that involve many risks and uncertainties. Forward-looking statements may be identified by the use of the words "would", "could", "will", "may", "expect", "believe", "should", "anticipate", "outlook", "if", "future", "intend", "plan", "estimate", "predict", "potential", "targets", "seek" or "continue" and similar words and phrases, including the negatives of these terms, or other variations of these terms, that denote future events. These forward-looking statements include: our plans to target our existing products or product variations for new markets and for new uses and applications; our plans and expectations with respect to growth in sales of our product lines; our ability and plans to develop, register and commercialize additional new product candidates and bring new products to market across multiple categories faster and at a lower cost than other developers of pest management products, including research, development and field trial plans; our expectations regarding registering new products and new formulations and expanded use labels for existing products; our belief that challenges facing the use of conventional chemical pesticides will continue to grow; our beliefs regarding the growth of markets for, and unmet demand for, bio-based products; our beliefs regarding market adoption of our products and our ability to compete in our target markets; our intention to maintain existing, and develop new, supply, sales and distribution channels and extend market access; expectations regarding potential future payments under strategic collaboration and development agreements; our plans and expectations relating to our debt agreements; management s belief regarding our access to capital resources through equity offerings, debt financings, strategic collaborations or other means; our plans to grow our business while improving efficiency, including by focusing on a limited number of product candidates, taking measures to reduce expenses and expanding our sales and marketing team; our plans and expectations with respect to manufacturing and production; our plans to seek third-party collaborations to develop and commercialize more early stage product candidates; our intention to continue to devote significant resources toward our proprietary technology and research and development; our expectations that sales will be seasonal and the impact of weather-related conditions; our ability to protect our intellectual property in the United States and abroad; our beliefs regarding the effects of the outcome of certain legal matters; our anticipated impact of certain accounting pronouncements; our ability to use carryforwards; our expectations regarding market risk, including interest rate changes, foreign currency fluctuations and commodity price changes; our expectations with respect to future regulatory restrictions on competing products or product ingredients and our future expenditures, available cash and other financial and operating results. These statements reflect our current views with respect to future events and our potential financial performance and are subject to risks and uncertainties that could cause our actual results and financial position to differ materially and adversely from what is projected or implied in any forward-looking statements included in this prospectus or in the documents we incorporate by reference in this prospectus. These factors include, but are not limited to, the risks described under "Risk Factors" elsewhere in this prospectus and those discussed in other documents we file with the U.S. Securities and Exchange Commission. We make these forward-looking statements based upon information available on the date of this prospectus, and we have no obligation (and expressly disclaim any such obligation) to update or alter any forward-looking statements, whether as a result of new information or otherwise except as otherwise required by securities regulations. PRIVATE PLACEMENT AND RELATED TRANSACTIONS On February 5, 2018, we issued to certain accredited investors, collectively referred to as the Buyers, an aggregate of 44,000,001 units, or Units, with each Unit purchased by a Buyer consisting of one share of our common stock, and one warrant to purchase one share of our common stock (such warrants collectively the "February 2018 Warrants"), which is immediately exercisable upon issuance until December 31, 2020, at an initial exercise price of $1.00, and each Unit purchased by the other Buyers consisting of one share of our common stock and one warrant to purchase 0.8 shares of our common stock, which is immediately exercisable upon issuance until December 31, 2020, at an initial exercise price of $1.00, for an aggregate purchase price of $30,000,000, including the conversion to Units of all aggregate principal amounts outstanding under a secured promissory note made by us to an affiliate of Ospraie Ag Science LLC ("Ospraie"), pursuant to a securities purchase agreement, dated as of December 15, 2017, or the Securities Purchase Agreement. Also on February 5, 2018, we converted $35,000,000 aggregate principal amount of the Waddell Notes (as defined below) into an aggregate of 20,000,000 shares our common stock and 4,000,000 warrants to purchase shares of our common stock, which are immediately exercisable upon issuance until December 31, 2020, at an initial exercise price of $1.25, pursuant to an amendment, dated December 15, 2017, to the senior secured promissory notes, dated as of August 20, 2015, in an aggregate principal amount of $40,000,000, or the Waddell Notes, issued and sold to Ivy Science & Technology Fund, Waddell & Reed Advisors Science & Technology Fund and Ivy VIP Science & Technology, which we collectively refer to herein as Waddell. We refer to the foregoing conversion herein as the Waddell Debt Conversion. Also on February 5, 2018, we converted $10,000,000 aggregate principal amount of indebtedness outstanding under the Snyder Loan Agreement (as defined below) into an aggregate of 5,714,285 shares of our common stock and 1,142,856 warrants to purchase shares of common stock, which are immediately exercisable upon issuance until December 31, 2020, at an initial exercise price of $1.25, pursuant to an amendment, dated December 15, 2017, to the loan agreement, dated as of October 2, 2012, or the Snyder Loan Agreement, between the Company and Gordon Snyder, an individual, as administrative agent to the lenders party thereto. We refer to the foregoing conversion herein as the Snyder Debt Conversion. In addition, in connection with its role as exclusive placement agent and financial adviser with respect to the transactions contemplated by the Securities Purchase Agreement, National Securities Corporation, or NSC, and its designated affiliates received an aggregate of 800,000 shares of our common stock and warrants to purchase 2,017,143 shares of our common stock , which are exercisable beginning on the date that is six months after the closing date of the transactions described herein, or August 5, 2018, until December 31, 2020, at an initial exercise price of $1.00. In connection with the foregoing transactions, we entered into a registration rights agreement, dated December 15, 2017, with the investors party thereto (the "2017 Registration Rights Agreement"). Pursuant to the 2017 Registration Rights Agreement, we were contractually obligated to file a registration statement registering the shares of our common stock previously issued and issuable upon exercise of the warrants to purchase shares of our common stock within 60 days after the closing date of the transactions described herein, or April 6, 2018, and to use reasonable best efforts to have this registration statement declared effective by August 6, 2018. In furtherance of the 2017 Registration Rights Agreement, we registered 119,007,618 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock on the Registration Statement on Form S-3 (File No. 333-224193) declared effective on May 25, 2018 (the "Previous Registration Statement"). In addition, under the 2017 Registration Rights Agreement, the selling stockholders each agreed not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, any of the shares of common stock issued in connection with the foregoing transactions until August 4, 2018, subject to customary exceptions for bona fide gifts and transfers to affiliates and certain trusts. In connection with the transactions contemplated by the Securities Purchase Agreement, we also entered into a Voting and Lock-up Agreement, dated as of February 5, 2018, with affiliates of Ospraie, or the Ospraie Group, affiliates of Waddell, or the Waddell Group, affiliates of Ardsley Advisory Partners, or Ardsley, and such group, the Ardsley Group, and Pamela G. Marrone, our Chief Executive Officer, which we refer to here in as the Voting and Lock-up Agreement. Pursuant to the Voting and Lock-up Agreement, each party thereto agreed (i) for a period of 180 days following the date of such agreement (or until August 4, 2018) not to sell, transfer or otherwise dispose of their shares of our common stock and (ii) to vote their shares of our common stock in favor of two additional nominees to our board of directors as may designated by Ospraie at our 2018 annual meeting of stockholders, or the 2018 Annual Meeting, by written notice delivered no later than three business days prior to the date thereof. Please see "Relationships with Certain Selling Stockholders—Ospraie." On August 6, 2019, the Company entered into a warrant amendment and plan of reorganization agreement ("Warrant Reorganization Agreement") with certain holders of the February 2018 Warrants. Pursuant to the Warrant Reorganization Agreement, the Company agreed to extend the expiration date under the February 2018 Warrants held by such holders from December 2020 to December 2021, and the holders agreed, at any time the Company s stock trades above $1.00 and upon request by the Company, to exercise up to 36,600,000 shares under their respective February 2018 Warrants, in consideration for the delivery of (x) the shares subject to the February 2018 Warrants so exercised and (y) the delivery of new warrants ("August 2019 Warrants") to purchase such additional number of shares of common stock equal to the amount of shares so exercised and delivered under February 2018 Warrants. Accordingly, up to a maximum of 36,600,000 new shares may be issued pursuant to the August 2019 Warrants, to the extent the Company exercises its rights to require exercise of the February 2018 Warrants. Each August 2019 Warrant issued under the Warrant Reorganization Agreement will have a term expiring on January 1, 2023, an exercise price of $1.75 per share, and will be first exercisable 180 days after issuance. The August 2019 Warrants will be exercisable in cash, provided that they may be exercised via net exercise if the Company does not have a registration statement registering the shares underlying the August 2019 Warrants effective as of June 30, 2020. In connection with the Warrant Reorganization Agreement, we entered into a registration rights agreement with the investors party thereto (the "2019 Registration Rights Agreement"), pursuant to which we agreed to file a registration statement with the SEC no later than March 31, 2020 covering the resale of the common stock issuable upon exercise of the August 2019 Warrants and to maintain the effectiveness of the registration statement until the date upon which the shares of common stock issuable upon the exercise of the August 2019 Warrants held by the Investors cease to be registrable securities. The warrants discussed above each contain weighted-average anti-dilution provisions providing that the applicable initial exercise prices will be adjusted in the event of certain dilutive issuances, including issuances or deemed issuances by us of shares of our common stock, options and convertible securities at prices less than the applicable initial exercise prices of the warrants described above, subject to certain exceptions. The warrants are also subject to standard proportional adjustments in the event of stock splits, stock dividends, recapitalizations or the like. As of the date of this prospectus, 22,078,026 shares have been issued upon the exercise of February 2018 Warrants, 26,415,306 shares remain issuable upon the exercise of outstanding February 2018 Warrants, 36,600,000 shares remain issuable upon the exercise of outstanding August 2019 Warrants, and additional August 2019 Warrants for the purchase of 14,600,000 shares remain issuable in connection with future draws under Warrant Reorganization Agreement. This registration statement is in satisfaction of the contractual obligations pursuant to the 2017 Registration Rights Agreement and 2019 Registration Rights Agreement to permit the selling stockholders to resell or otherwise dispose of the shares of our common stock previously issued and issuable upon exercise of the warrants to purchase shares of our common stock in the manner contemplated under "Plan of Distribution." USE OF PROCEEDS We will not receive any proceeds from the sale of the shares of our common stock previously issued and issuable upon exercise of the warrants to purchase shares of our common stock by the selling stockholders from time to time pursuant to this prospectus. The proceeds from the offering are solely for the account of the selling stockholders. See "Selling Stockholders." We will, however, receive proceeds in connection with the applicable exercise price of the warrants to purchase shares of our common stock, unless any of such warrants are exercised via cashless exercise to the extent provided for in the applicable warrant. We have also agreed to bear all fees and expenses incident to our obligation to register the shares of our common stock being offered by this prospectus. MARKET FOR COMMON STOCK AND DIVIDEND POLICY Our common stock is traded on the Nasdaq Capital Market under the symbol "MBII." The last reported sale price of our common stock on March 17, 2020 on the Nasdaq Capital Market was $0.88 per share. As of December 31, 2019, there were 80 stockholders of record of our common stock. We have never declared or paid any cash dividend on our common stock. We intend to retain any future earnings and do not expect to pay dividends in the foreseeable future. SELLING STOCKHOLDERS The common stock being offered by the selling stockholders are those previously issued and issuable to the selling stockholders upon exercise of the warrants to purchase shares of our common stock. For additional information regarding the issuances of those shares of common stock and warrants, see "Private Placement and Related Transactions" below. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale or other disposition from time to time. In addition to the ownership of the shares of our common stock and warrants to purchase shares of our common stock that is the subject of this prospectus, certain of the selling stockholders have had material relationships with us within the past three years as disclosed in this prospectus and described below under "Relationships with Certain Selling Stockholders." The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of February 29, 2020, assuming exercise of the warrants held by the selling stockholders on that date. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of the 2017 Registration Rights Agreement and the 2019 Registration Rights Agreement with the selling stockholders, as described below under "Private Placement and Related Transactions," this prospectus generally covers the resale of at least the sum of (i) the maximum number of shares of common stock issued and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the August 2019 Warrants were issued in full and such warrants and the other outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the 2017 Registration Rights Agreement and the 2019 Registration Rights Agreement. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus, and the fifth column sets forth the applicable percentages assuming such sale. Unless otherwise noted below, the address of each selling stockholder listed on the table is c/o Marrone Bio Innovations, Inc., 1540 Drew Avenue, Davis, California 95618. Name of Selling Stockholder Number of Shares of Common Stock Owned Prior to Offering Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus Number of Shares of Common Stock Owned After Offering Percent of Shares of Common Stock Owned After Offering Ospraie Ag Science LLC(1) 92,000,001 92,000,001 — — Entities affiliated with Waddell & Reed Financial, Inc.(2) 28,401,392 19,686,500 8,714,892 5.99% Ardsley Partners Renewable Energy Fund, L.P.(3) 21,014,913 17,333,333 3,681,580 2.53% Van Herk Investments B.V.(4) 10,545,480 10,545,480 — — National Securities Corporation(5) 1,872,344 1,872,344 — — Cindy Evans(6) 1,074,818 1,055,651 19,167 * Ivan Saval(7) 1,189,865 1,189,865 — — Lorna Pomeroy(8) 231,722 216,365 15,357 * Danna J. Holmes Trust(9) 514,043 504,876 9,167 * J&W Evans 2005 Revocable Trust(10) 514,042 504,876 9,166 * Lloyd Family Security Trust fbo Lina Tans(11) 370,508 362,008 8,500 * John and Wendy Evans Charitable Remainder Trust II(12) 375,183 367,183 8,000 * John and Wendy Evans Revocable Trust(13) 431,797 424,097 7,700 * Anne Berndt 2012 Grandchildren s Trust UAD 10/01/12 Anne Berndt TTEE(14) 317,431 309,931 7,500 * Dan and Danna Holmes Charitable Remainder Trust I(15) 334,503 328,003 6,500 * Dan and Danna Holmes Charitable Remainder Trust II(16) 364,503 358,003 6,500 * Cindy Evans Charitable Remainder Trust(17) 336,464 330,464 6,000 * Evans Family Limited Partnership(18) 280,387 275,387 5,000 * John and Wendy Evans Charitable Remainder Trust I(19) 224,310 220,310 4,000 * Cindy Evans-Ezekiel 36:26 Foundation, The American Endowment Fund(20) 220,571 216,638 3,933 * Holmes Family Foundation, The American Endowment Fund(21) 220,571 216,638 3,933 * Evans Family Fund, Stanislaus Community Foundation(22) 40,040 36,106 3,934 * Holmes 2004 Revocable Trust(23) 112,155 110,155 2,000 * Frank and McHose 2013 Joint Revocable Trust(24) 112,155 110,155 2,000 * Lina-Leneve Pomeroy Tans 2014 Family Trust for Adrian-John K Tans(25) 7,635 6,885 750 * Lina-Leneve Pomeroy Tans 2014 Family Trust for Issue(26) 7,635 6,885 750 * Nikhil Bhambi(27) 33,806 33,806 — — Jonathan Rich(28) 12,677 12,677 — — Vincent Calicchia(29) 6,851 6,851 — — * Less than 1%. The selling stockholder is an affiliate of a broker-dealer. The selling stockholder has represented to us that (1) he received the securities in the ordinary course of business and (2) at the time of the receipt of the securities, he had no agreements or understandings, directly or indirectly, with any person to distribute the securities. The address for the selling stockholder is c/o NSC, 200 Vesey Street, 25th Floor, New York, New York 10281. (1) Includes 42,899,825 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 49,100,176 shares of our common stock, which are being registered under this prospectus. As reported in the Schedule 13D/A filed on March 6, 2020, Mr. Dwight Anderson is the Managing Member of Ospraie Ag Science LLC and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of Ospraie Ag Science LLC. Ospraie Ag Science LLC disclaims any beneficial ownership in such securities. The address for each of Ospraie Ag Science LLC and Mr. Dwight Anderson is c/o Ospraie Management LLC, 437 Madison Avenue, 28th Floor, New York, New York 10022. (2) Includes (i) 4,000,000 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 19,686,500 shares of our common stock, which are being registered under this prospectus, as well as (ii) 4,714,892 other shares of our common stock held by the selling stockholders, which are not being registered under this prospectus. In addition, the "Number of Shares of Common Stock Owned Prior to Offering" column does not include 4,000,000 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock by funds managed by IICO (as defined below) on August 20, 2015, or the 2015 Warrants, which contain a limitation preventing holders thereof from exercising any portion of the 2015 Warrants to the extent that, after giving effect to such issuance after exercise, such holder would beneficially own any common stock in excess of 19.99% of the number of shares of common stock outstanding immediately after giving effect to such issuance. However, after giving effect to the resale or other disposition of all shares of common stock covered by this prospectus by Waddell, the "Number of Shares of Common Stock Owned After Offering" column gives effect to the 2015 Warrants, which are also not being registered pursuant to this prospectus. As reported in the Schedule 13D/A filed on February 14, 2020, the securities reported on herein are beneficially owned by one or more open-end investment companies or other managed accounts which are advised or sub-advised by Ivy Investment Management Company, or IICO, an investment advisory subsidiary of Waddell & Reed Financial, Inc., or WDR. The investment advisory contracts grant IICO all investment and/or voting power over securities owned by such advisory clients. The investment sub-advisory contracts grant IICO investment power over securities owned by such sub-advisory clients and, in most cases, voting power. Any investment restriction of a sub-advisory contract does not restrict investment discretion or power in a material manner. Therefore, IICO or WDR, because of its control relationship to IICO, may be deemed the beneficial owner of the securities covered by this statement under Rule 13d-3 of the Act. The address of the entities is 6300 Lamar Avenue Overland Park, Kansas 66202. (3) Includes (i) 7,460,831 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 9,872,502 shares of our common stock, which are being registered under this prospectus, as well as (ii) 3,681,580 other shares of our common stock held by the selling stockholders, which are not being registered under this prospectus. As reported in the Schedule 13D/A filed on February 7, 2020, the securities reported on herein are beneficially owned by one or more open-end investment companies or other managed accounts which are owned, advised or sub-advised by Ardsley Advisory Partners, Ardsley Partners I, Phillip J. Hempleman, Ardsley Partners Fund II, L.P., Ardsley Partners Advanced Healthcare Fund, L.P., Ardsley Partners Renewable Energy Fund, L.P. and Ardsley Duckdive Fund, L.P. The address for these entities is 262 Harbor Drive, 4th Floor, Stamford, Connecticut 06902. (4) Includes 5,333,333 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 5,212,147 shares of our common stock, which are being registered under this prospectus. As reported in Schedule 13G/A filed on February 14, 2020, the securities reported on herein are beneficially owned by (i) Van Herk Investments B.V., a private company with limited liability incorporated under the laws of the Netherlands, or Van Herk, (ii) Van Herk Investments THI B.V., a private company with limited liability incorporated under the laws of the Netherlands, or VHIT; (iii) Van Herk Private Equity Investments B.V., a private company with limited liability incorporated under the laws of the Netherlands, or VHPI: (iv) Stichting Administratiekantoor Penulata, a foundation organized under the laws of the Netherlands, or Penulata; (v) Van Herk Management Services B.V., a private company with limited liability incorporated under the laws of the Netherlands, or VHMS; (vi) Onroerend Goed Beheer- en Beleggingsmaatschappij A. van Herk B.V., a private company with limited liability incorporated under the laws of the Netherlands, or OGBBA; (vii) A. van Herk Holding B.V., a private company with limited liability incorporated under the laws of the Netherlands, or Holdings; (viii) Stichting Administratiekantoor Abchrys, a foundation organized under the laws of the Netherlands, or Abchrys; and (xi) Adrianus van Herk, or Mr. van Herk. Each of Mr. van Herk, VHIT, VHPI, Penulata, VHMS, OGBBA, Holdings and Abchrys disclaims beneficial ownership of the securities reported on herein. The address for these entities is Lichtenauerlaan 30, 3062ME, Rotterdam, The Netherlands. (5) Includes 1,340,644 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 531,700 shares of our common stock. NSC is a broker-dealer and served as our exclusive placement agent and financial advisor with respect to the transactions contemplated by the Securities Purchase Agreement. The address for NSC is 200 Vesey Street, 25th Floor, New York, New York 10281. (6) Includes (i) 175,942 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 879,709 shares of our common stock, which are being registered under this prospectus, as well as (ii) 19,167 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. (7) Includes 876,509 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 313,356 shares of our common stock. (8) Includes (i) 91,796 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock issued and 124,569 shares of our common stock, which are being registered under this prospectus, as well as (ii) 10,000 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock and 5,357 other shares of our common stock held by the selling stockholder, which are not being registered under this prospectus. (9) Includes (i) 84,146 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 420,730 shares of our common stock, which are being registered under this prospectus, as well as (ii) 9,167 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. Danna J. Holmes serves as trustee and has sole voting and dispositive power over its securities. (10) Includes (i) 84,146 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 420,730 shares of our common stock, which are being registered under this prospectus, as well as (ii) 9,166 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. John H. Evans and Wendy J. Evans serve as co-trustees and have shared voting and dispositive power over its securities. (11) Includes (i) 78,026 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 283,982 shares of our common stock, which are being registered under this prospectus, as well as (ii) 8,500 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. Arthur W. Berndt serves as trustee and has sole voting and dispositive power over its securities. (12) Includes (i) 73,437 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 293,746 shares of our common stock, which are being registered under this prospectus, as well as (ii) 8,000 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. John H. Evans and Wendy J. Evans serve as co-trustees and have shared voting and dispositive power over its securities. (13) Includes (i) 70,683 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 353,414 shares of our common stock, which are being registered under this prospectus, as well as (ii) 7,700 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. John H. Evans and Wendy J. Evans serve as co-trustees and have shared voting and dispositive power over its securities. (14) Includes (i) 68,847 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 241,084 shares of our common stock, which are being registered under this prospectus, as well as (ii) 7,500 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. Arthur W. Berndt and David S. Sloan serve as co-trustees and have shared voting and dispositive power over its securities. (15) Includes (i) 328,003 shares of our common stock, which are being registered under this prospectus, as well as (ii) 6,500 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. Dan Holmes and Danna J. Holmes serve as co-trustees and have shared voting and dispositive power over its securities. (16) Includes (i) 59,667 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 298,336 shares of our common stock, which are being registered under this prospectus, as well as (ii) 6,500 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. Dan Holmes and Danna J. Holmes serve as co-trustees and have shared voting and dispositive power over its securities. (17) Includes (i) 55,077 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 275,387 shares of our common stock, both issued pursuant to the transactions described under "Private Placement and Related Transactions" and which are being registered under this prospectus, as well as (ii) 6,000 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. Cindy Evans serves as trustee and has sole voting and dispositive power over its securities. (18) Includes (i) 45,898 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 229,489 shares of our common stock, which are being registered under this prospectus, as well as (ii) 5,000 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. Janet Pelton and Gordon Snyder serve as co-managers and have shared voting and dispositive power over its securities. (19) Includes (i) 36,718 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 183,592 shares of our common stock, which are being registered under this prospectus, as well as (ii) 4,000 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. John H. Evans and Wendy J. Evans serve as co-trustees and have shared voting and dispositive power over its securities. (20) Includes (i) 36,106 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 180,532 shares of our common stock, which are being registered under this prospectus, as well as (ii) 3,933 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. Thomas J. Tobin, President and Chief Executive Officer of the endowment fund, has sole voting and dispositive power over its securities. (21) Includes (i) 36,106 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 180,532 shares of our common stock, which are being registered under this prospectus, as well as (ii) 3,933 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. Thomas J. Tobin, President and Chief Executive Officer of the endowment fund, has sole voting and dispositive power over its securities. (22) Includes (i) 36,106 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock, which are being registered under this prospectus, as well as (ii) 3,934 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. Marian Kaanon, Chief Executive Officer of the foundation, has sole voting and dispositive power over its securities. (23) Includes (i) 18,359 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 91,796 shares of our common stock, which are being registered under this prospectus, as well as (ii) 2,000 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. Dan Holmes and Danna J. Holmes serve as co-trustees and have shared voting and dispositive power over its securities. (24) Includes (i) 110,155 shares of our common stock, which are being registered under this prospectus, as well as (ii) 2,000 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. Kevin K. Frank and Caryn N. McHose serve as co-trustees and have shared voting and dispositive power over its securities. (25) Includes (i) 6,885 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock, which are being registered under this prospectus, as well as (ii) 750 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. Lorna P. Adley serves as trustee and has sole voting and dispositive power over its securities. (26) Includes (i) 6,885 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock, which are being registered under this prospectus, as well as (ii) 750 shares of our common stock issuable upon exercise of other warrants to purchase shares of our common stock, which are not being registered under this prospectus. Lorna P. Adley serves as trustee and has sole voting and dispositive power over its securities. (27) Includes 24,206 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 9,600 shares of our common stock. (28) Includes 9,077 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 3,600 shares of our common stock. (29) Includes 6,051 shares of our common stock issuable upon exercise of warrants to purchase shares of our common stock and 800 shares of our common stock. Relationship with Certain Selling Stockholders Ospraie On December 15, 2017, we entered into the Securities Purchase Agreement, pursuant to which Ospraie, among other investors, acquired the shares of common stock and shares issuable upon exercise of warrants to purchase common stock being registered hereunder. See "Private Placement and Related Transactions." The Securities Purchase Agreement includes customary representations and warranties, indemnification and covenants, and we have also agreed under the Securities Purchase Agreement, among other things, to grant Ospraie certain rights, including the right to designate two new directors to our board of directors, which became effective as of February 5, 2018, and the right to designate two additional directors to our board of directors as Class II directors at our 2018 Annual Meeting. As discussed under "Private Placement and Related Transactions," we have also entered into the Voting and Lock-up Agreement with the parties thereto, including the Ospraie Group, in connection with the election of the two additional directors to our board of directors designated by Ospraie at our 2018 Annual Meeting. On August 6, 2019, we entered into the Warrant Reorganization Agreement, pursuant to which Ospraie, among other investors, acquired the shares issuable upon exercise of warrants to purchase common stock being registered hereunder. See "Private Placement and Related Transactions." Ardsley Prior to Ardsley s purchase of 6,666,667 Units pursuant to the Securities Purchase Agreement (see "Private Placement and Related Transactions"), Ardsley was an existing holder of 3,681,580 shares of our common stock, which was purchased by Ardsley in April 2017 in connection with our underwritten public offering of shares of our common stock. As discussed under "Private Placement and Related Transactions," we have also entered into the Voting and Lock-up Agreement with the parties thereto, including the Ardsley Group, in connection with the election of the two additional directors to our board of directors designated by Ospraie at our 2018 Annual Meeting. On August 6, 2019, we entered into the Warrant Reorganization Agreement, pursuant to which Ardsley, among other investors, acquired the shares issuable upon exercise of warrants to purchase common stock being registered hereunder. See "Private Placement and Related Transactions." Waddell Prior to the Waddell Debt Conversion (see "Private Placement and Related Transactions"), Waddell was an existing holder of 4,714,192 shares of our common stock and an existing lender pursuant to the Waddell Notes, $35,000,000 aggregate principal amount of which was converted into an aggregate of 20,000,000 shares our common stock and 4,000,000 warrants to purchase shares of our common stock pursuant to the Waddell Debt Conversion. As discussed under "Private Placement and Related Transactions," we have also entered into the Voting and Lock-up Agreement with the parties thereto, including the Waddell Group, in connection with the election of the two additional directors to our board of directors designated by Ospraie at our 2018 Annual Meeting. Lenders under Snyder Loan Agreement Prior to the Snyder Debt Conversion (see "Private Placement and Related Transactions"), the lenders party to the Snyder Loan Agreement were existing lenders of an aggregate $12,450,000 in principal outstanding pursuant to the Snyder Loan Agreement and held warrants to purchase an aggregate of 124,500 shares of our common stock in connection with an amendment to the Snyder Loan Agreement. Van Herk Prior to Van Herk s purchase of 6,666,667 Units pursuant to the Securities Purchase Agreement (see "Private Placement and Related Transactions"), Mr. van Herk was an existing holder of 477,481 shares of our common stock. NSC In addition to acting as our exclusive placement agent and financial advisor with respect to the transactions contemplated by the Securities Purchase Agreement, NSC acted as sole underwriter for our public offering of 6,571,429 shares of common stock (including the exercise in full of NSC s option to purchase additional shares) at a public offering price of $1.40 per share in April 2017 and received compensation in the form of underwriting discounts and commissions of $0.112 per share in connection therewith, such that NSC has received an aggregate of $796,000 and $1,555,000 in fees, underwriting discounts and commissions from us in 2017 and 2018 to date, respectively. From time to time in the ordinary course of business, NSC and its respective affiliates has performed and may continue to perform various commercial banking, financial advisory, investment banking and other financial services for us, for which it will receive customary fees and reimbursement of expenses. DESCRIPTION OF COMMON STOCK The following description of our common stock, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of our common stock that the selling stockholders may offer under this prospectus. It may not contain all the information that is important to you. For the complete terms of our common stock, please refer to our amended and restated certificate of incorporation and our amended and restated bylaws, which are incorporated by reference into the registration statement which includes this prospectus. The Delaware General Corporation Law, or DGCL, may also affect the terms of our common stock. While the terms we have summarized below will apply generally to any future common stock that the selling stockholders may offer, we will describe the particular terms of the offering in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of any security offered under that prospectus supplement may differ from the terms we describe below. Our amended and restated certificate of incorporation provides for one class of common stock. In addition, our amended and restated certificate of incorporation authorizes shares of undesignated preferred stock, the rights, preferences and privileges of which may be designated from time to time by our board of directors. Our authorized capital stock consists of 270,000,000 shares, all with a par value of $0.00001 per share, of which: 250,000,000 shares are designated as common stock; and 20,000,000 shares are designated as preferred stock. As of February 29, 2020, we had outstanding 145,531,261 shares of common stock, held by 80 stockholders of record. As of February 29, 2020, we also had outstanding options to acquire 11.7 million shares of our common stock with a weighted average exercise price of $2.53 per share, as well as restricted stock units outstanding for the issuance of an aggregate of 2.4 million shares upon settlement held by current and former employees, directors and consultants. In addition, as of February 29, 2020, there were warrants outstanding for the purchase of an aggregate of 52.7 million shares of common stock with a weighted average exercise price of $1.34 per share. Further, as of February 29, 2020, 7.8 million shares of our common stock are available for issuance pursuant to awards made under the Marrone Bio Innovations, Inc. 2013 Stock Incentive Plan, as amended. Voting Rights Under our amended and restated certificate of incorporation, each share of our common stock entitles the holder to one vote with respect to each matter presented to our stockholders on which the holders of our common stock are entitled to vote. Subject to any rights that may be applicable to any then outstanding preferred stock, our common stock votes as a single class on all matters relating to the election and removal of directors on our board of directors and as provided by law. Holders of our common stock do not have cumulative voting rights. Except in respect of matters relating to the election and removal of directors on our board of directors and as otherwise provided in our amended and restated certificate of incorporation or required by law, all matters to be voted on by our stockholders must be approved by a majority of the shares present in person or by proxy at the meeting and entitled to vote on the subject matter. In the case of election of directors, all matters to be voted on by our stockholders must be approved by a plurality of the votes entitled to be cast by all shares of our common stock. Dividends Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock will be entitled to share equally, identically and ratably in any dividends that our board of directors may determine to issue from time to time. We have never paid cash dividends on our common stock. We do not anticipate paying periodic cash dividends on our common stock for the foreseeable future. Any future determination about the payment of dividends will be made at the discretion of our board of directors and will depend upon our earnings, if any, capital requirements, operating and financial conditions and on such other factors as the board of directors deems relevant. Liquidation Rights In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders of our common stock would be entitled to share ratably in our assets that are legally available for distribution to stockholders after payment of our debts and other liabilities. If we have any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation preferences. In either such case, we must pay the applicable distribution to the holders of our preferred stock before we may pay distributions to the holders of our common stock. Other Rights Our stockholders have no preemptive, conversion or other rights to subscribe for additional shares of our common stock. All outstanding shares of our common stock are, and all shares of our common stock offered by this prospectus will be, when sold, validly issued, fully paid and nonassessable. The rights, preferences and privileges of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future. Listing Our common stock is listed on the Nasdaq Capital Market under the symbol "MBII." Transfer Agent and Registrar The transfer agent for our common stock is American Stock Transfer & Trust Company, LLC. Its address is 6201 15th Avenue, Brooklyn, New York 11219. Certain Effects of Authorized but Unissued Stock We have shares of common stock and preferred stock available for future issuance without stockholder approval. We may issue these additional shares for a variety of corporate purposes, including future public or private offerings to raise additional capital or to facilitate corporate acquisitions or for payment as a dividend on our capital stock. The existence of unissued and unreserved preferred stock may enable our board of directors to issue shares of preferred stock with terms that could render more difficult or discourage a third-party attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management. In addition, if we issue preferred stock, the issuance could adversely affect the voting power of holders of common stock and the likelihood that holders of our common stock will receive dividend payments or payments upon liquidation. Anti-Takeover Effects of Provisions of Our Charter Documents Our amended and restated certificate of incorporation provides for our board of directors to be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the shares of our common stock outstanding will be able to elect all of our directors. Our amended and restated certificate of incorporation and amended and restated bylaws provide that all stockholder actions must be effected at a duly called meeting of stockholders and not by a consent in writing, and that only our board of directors, chairman of the board, chief executive officer or president (in the absence of a chief executive officer) may call a special meeting of stockholders. Our amended and restated certificate of incorporation and amended and restated bylaws require a 66 2/3% stockholder vote for the removal of a director without cause or the rescission, alteration, amendment or repeal of the bylaws by stockholders, and our amended and restated bylaws require an 80% stockholder vote to amend the provisions of our bylaws relating to the election and classification of directors. The combination of the classification of our board of directors, the lack of cumulative voting and the 66 2/3% and 80% stockholder voting requirements will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control. Our amended and restated bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual stockholders meeting, including proposed nominations of persons for election to our board of directors. At an annual stockholders meeting, stockholders may only consider proposals or nominations specified in the notice of meeting or otherwise properly brought before the meeting by our board of directors. Stockholders may also consider a proposal or nomination by a person who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given to the Secretary of the Company timely written notice, in proper form, of his or her intention to bring that business before the annual stockholders meeting. The amended and restated bylaws do not give our board of directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting of the stockholders. However our amended and restated bylaws may have the effect of precluding the conduct of business at a meeting if the proper procedures are not followed. Our amended and restated bylaws also provide that only our board of directors, the chairperson of the board or the President may call a special meeting of stockholders. Because our stockholders do not have the right to call a special meeting, a stockholder could not force stockholder consideration of a proposal over the opposition of our board of directors by calling a special meeting of stockholders prior to such time as a majority of our board of directors, the chairperson of the board or the President believed the matter should be considered or until the next annual meeting provided that the requestor met the notice requirements. The restriction on the ability of stockholders to call a special meeting means that a proposal to replace the board also could be delayed until the next annual stockholders meeting. These provisions may have the effect of deterring hostile takeovers or delaying changes in our control or management. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our common stock that could result from actual or rumored takeover attempts. Anti-Takeover Effects of Provisions of Delaware Law We are subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions: before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder. In general, Section 203 defines business combination to include the following: any merger or consolidation involving the corporation and the interested stockholder; any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation. In general, Section 203 defines an "interested stockholder" as an entity or person who, together with the person s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation. Limitation of Liability and Indemnification We have adopted provisions in our certificate of incorporation that limit or eliminate the liability of our directors for monetary damages for breach of their fiduciary duties, except for liability that cannot be eliminated under the DGCL. Section 102(b)(7) of the DGCL, provides that a corporation may, in its original certificate of incorporation or an amendment thereto, eliminate or limit the personal liability of a director for violations of the director s fiduciary duty, except (1) for any breach of the director s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) pursuant to Section 174 of the DGCL, which provides for liability of directors for unlawful payments of dividends or unlawful stock purchases or redemptions or (4) for any transaction from which a director derived an improper personal benefit. Accordingly, our directors will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except with respect to the following: any breach of their duty of loyalty to us or our stockholders; acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or any transaction from which the director derived an improper personal benefit. This limitation of liability does not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission. If Delaware law is amended to authorize the further elimination or limiting of director liability, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law as so amended. Section 145 of the DGCL provides that a corporation may indemnify any person, including an officer or director, who is, or is threatened to be made, party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of such corporation, by reason of the fact that such person was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as an officer, director, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the corporation s best interest and, for criminal proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify any officer or director in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses that such officer or director actually and reasonably incurred. Our certificate of incorporation and our bylaws provide that we shall indemnify our directors and executive officers and shall indemnify our other officers and employees and other agents to the fullest extent permitted by law. We believe that indemnification under our bylaws covers at least negligence and gross negligence on the part of indemnified parties. Our bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in this capacity, regardless of whether our bylaws would permit indemnification. In addition, we have entered and intend to continue to enter into separate indemnification agreements with certain of our directors and executive officers that are, in some cases, broader than the specific indemnification provisions provided by Delaware law and our charter documents, and may provide additional procedural protection. These agreements will require us, among other things, to: indemnify officers and directors against certain liabilities that may arise because of their status as officers and directors; advance expenses, as incurred, to officers and directors in connection with a legal proceeding subject to limited exceptions; and cover officers and directors under any general or directors and officers liability insurance policy maintained by us. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In addition, we maintain standard policies of insurance under which coverage is provided to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and to us with respect to payments which may be made by us to such directors and officers pursuant to the above indemnification provisions or otherwise as a matter of law. We also make available standard life insurance and accidental death and disability insurance policies to our employees. PLAN OF DISTRIBUTION We are registering the shares of common stock previously issued and issuable upon exercise of the warrants to purchase shares of our common stock to permit the resale of these shares of common stock by the holders thereof and holders of the shares of common stock and warrants from time to time after the date of this prospectus. We will receive proceeds in connection with the applicable exercise price of the warrants to purchase shares of our common stock, unless any of such warrants will be exercised via cashless exercise to the extent provided for in the applicable warrant. Other than such exercise price, we will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions: on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; in the over-the-counter market; in transactions otherwise than on these exchanges or systems or in the over the counter market; through the writing of options, whether such options are listed on an options exchange or otherwise; ordinary brokerage transactions and transactions in which the broker dealer solicits purchasers; block trades in which the broker dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; purchases by a broker dealer as principal and resale by the broker dealer for its account; an exchange distribution in accordance with the rules of the applicable exchange; privately negotiated transactions; short sales; sales pursuant to Rule 144; broker dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share; a combination of any such methods of sale; and any other method permitted pursuant to applicable law. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares. The selling stockholders may pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part. The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be approximately $47,000 in total, including, without limitation, SEC filing fees and expenses of compliance with state securities or "blue sky" laws; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the Registration Rights Agreement, or we may be entitled to contribution. Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates. LEGAL MATTERS The validity of the securities being offered by this prospectus will be passed upon by Morrison & Foerster LLP of San Francisco, California. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in an applicable prospectus supplement. EXPERTS Marcum LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and the effectiveness of our internal control over financial reporting as of December 31, 2019, as set forth in their reports, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Marcum LLP s reports given on their authority as experts in accounting and auditing. WHERE YOU CAN FIND MORE INFORMATION We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC s public reference rooms at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference rooms. The SEC also maintains a website that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is www.sec.gov. We maintain a website at www.marronebioinnovations.com. Webcasts of presentations we make at certain conferences may also be available on our website from time to time. The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus. We have included our web address as an inactive textual reference only. This prospectus is only part of a Registration Statement on Form S-1 that we have filed with the SEC under the Securities Act, and therefore omits certain information contained in the Registration Statement. We have also filed exhibits and schedules with the Registration Statement that are excluded from this prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring to any contract or other document. You may obtain a copy from the SEC s web site or our web site. TABLE OF CONTENTS PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001443388_green_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001443388_green_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1de3d53a4d6753be71e7462af30a06f5bccbb333
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001443388_green_prospectus_summary.txt
@@ -0,0 +1,246 @@
+PROSPECTUS SUMMARY
+ 
+ This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including Risk Factors , Management s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements, before making an investment decision.
+ 
+ Overview
+ 
+ Green Hygienics Holdings Inc. ( we or the Company ) seeks to be an innovative, full-scope, science-driven, premium hemp cultivation and branding enterprise focused on the cultivation and processing of industrial hemp for the purpose of extracting cannabidiol ( CBD ). 
+ 
+ The Company was incorporated in the State of Nevada on June 12, 2008 as Silver Bay Resources Inc. On June 30, 2010, the Company changed its name to Takedown Entertainment Inc., and on July 24, 2012, the Company changed its name to Green Hygienics Holdings Inc.
+ 
+ On June 1, 2017, the Company accepted the resignations of Rick Powell, Jim Loseth and David Ashby as Directors and Officers of the Company and the Company accepted the appointment of Ronald Loudoun as President, Secretary, Treasurer, Interim Chief Financial Officer and Director of the Company.
+ 
+ On October 30, 2018, Rick Powell transferred 13,500,000 common shares of the Company by way of a Gifting Agreement to Alita Capital Inc., a company controlled by Ronald Loudoun, and on October 30th, 2018, Wilderness Custom Exteriors Ltd. transferred 9,000,000 common shares by way of a Gifting Agreement to Alita Capital Inc.
+ 
+ Effective April 29, 2019, the Company entered into a definitive agreement with Coastal Labs, LLC ( Coastal ), a California, limited liability company to acquire all of the assets of Coastal. The total consideration for the assets would be, at the Company s election, $3,000,000 or a total of 2,000,000 shares of the Company s common stock issuable over five years. In addition, the Company would enter into consulting agreements with each individual member of Coastal, or such entity as each respective member may designate, that sets forth ongoing compensation to each individual member of Coastal. The parties further agreed to form a new entity or arrange for the transfer of ownership of Coastal to a wholly-owned subsidiary of the Company to hold the acquired assets, to enter into an operating agreement that governs the operation of the assets, and to establish a board of directors for the subsidiary of up to 6 members, of whom 3, or half, whichever is greater, shall be nominees of Coastal. Further, the Company would assume all of Coastal s contracts relating to sales and distribution of the products. The acquisition of the assets of Coastal has not closed, and either party may terminate the agreement at any time.
+ 
+ In June, 2019, the Company formed two wholly owned subsidiaries, Coastal Labs NC LLC ( Coastal NC ) and Green Hygienics NC LLC ( Green NC ) for the purpose of registering as an industrial hemp processor and cultivator in the State of North Carolina pursuant to the North Carolina Industrial Hemp Pilot Program.
+ 
+ On June 10, 2019, the Company secured a multiyear purchase order for the sale of hemp to U.S. Tobacco De Mexico. Under the terms of the contract, the Company is required to deliver a total $56.4 million worth of hemp flower over a five-year period to US Tobacco De Mexico for use in the production of CBD hemp cigarettes. Since the issuance of the purchase order, the Company and US Tobacco De Mexico determined to renegotiate the purchase order due to several reasons, including production capacity and market price fluctuation. This contract has been cancelled due to the significant drop of more than 90% in wholesale price of hemp biomass which is used to make CBD hemp cigarettes. The parties are working on a modified version of the deal.
+ 
+ On June 14, 2019 the Company secured from the County of San Diego Department of Agriculture, Weights and Measures a registration for industrial hemp cultivation as a grower. 
+ 
+ On July 22, 2019, the Company secured licenses for the processing of hemp in the state of North Carolina. The licenses were granted to the Company s newly formed subsidiary, Coastal NC, by the North Carolina Industrial Hemp Commission. The Company s second subsidiary in the state is Green NC, which will be partnering for cultivation this year with the intention of meeting the earnings qualification to be licensed on its own for next year s cultivation.
+ 
+ On August 26, 2019, the Company the completed the acquisition of 824 acres of land known as the Potrero Ranch Property, located near San Diego, California for a purchase price of $4 million. The Company is utilizing the land and buildings for industrial hemp for CBD cultivation. The property includes over 400,000 square feet of outbuildings which are currently being converted into greenhouses. The Company entered into an agreement payable with the seller of the property for $2,750,000 for a portion of the purchase price. The terms of the agreement are monthly payments of interest only at the rate of 6% per annum. This debt is secured by a promissory note secured by a deed of trust on the real property. The maturity date of the debt is August 23, 2024. The Company also entered into an agreement payable for $1,760,000 with monthly payments of interest only at the rate of 15% per annum. This debt is also secured by a promissory note secured by a second charge on the deed of trust on the real property. The maturity date of this debt is August 15, 2024. As of April 30, 2020, the Company has spent $184,342 in property and building improvements and has acquired over $300,000 worth of production equipment.
+ 
+ 
+ 1
+ 
+
+ Table of Contents
+ 
+ 
+ In October 2019, the Company entered into an agreement to purchase the real property located at 13795 Blaisdell Place, Poway, California 92064, which includes a building containing approximately 15,048 square feet of R&D space on a 0.95 acre lot, for $4,000,000, of which $2,000,000 is payable in cash or common stock of the Company, and of which $2,000,000 would be financed pursuant to a promissory note and secured by a deed of trust on the property. The Company has until April 2020 to obtain the necessary financing to consummate the transaction. The Company has received an extension to January 15th, 2021.
+ 
+ In April 2020, the Company received USDA Organic Certification for its 824 acre farm and 400,000 square feet of greenhouse space. The Company considers the USDA Organic Certification to be one of the most recognized certifications among US consumers and provides another level of assurance to shoppers who may be concerned about the safety of CBD products. In addition to assuring that no synthetic fertilizers, pesticides or herbicides have been used in the cultivation of hemp, the USDA organic certification ensures that farmers are using tillage and cultivation practices that maintain or improve the condition of soil and minimize soil erosion through crop rotations, cover crops and the application of plant and animal materials.
+ 
+ In July 2020, the Company planted its first large scale hemp crops for cultivation. The initial planting covers approximately 120 acres of land and three greenhouses. The Company anticipates harvesting these initial crops in October 2020 and selling the crops by the end of 2020. The Company estimates that the wholesale value of these crops will be between $10,000,000 and $20,000,000. 
+ 
+ We had $228,237 in cash reserves as at April 30, 2020. We anticipate that we will incur approximately $240,000 for administrative expenses, including professional legal and accounting expenses associated with compliance with our periodic reporting requirements over the next twelve months.
+ 
+ We are contemplating raising additional capital to finance our business operations. No final decisions regarding financing have been made at this time. It is anticipated that funding for the Company will come from one or more of the following means: engaging in an offering of our stock; engaging in borrowing; locating a joint venture partner or partners.
+ 
+ Corporate Information
+ 
+ Our executive offices are located at 13795 Blaisdell Place, Suite 202, Poway, California 92064. Our telephone number is (855) 802-0299 and our Internet address is www.greenhygienicsholdings.com. The information on, or that may be, accessed from our website is not part of this Prospectus.
+ 
+ GHS Equity Financing Agreement and Registration Rights Agreement
+ 
+ Summary of the Offering
+ 
+ Company:
+ 
+ Green Hygienics Holdings, Inc.
+
+ 
+ 
+ 
+
+ Shares currently outstanding:
+ 
+ 40,077,781
+
+ 
+ 
+ 
+
+ Shares being offered:
+ 
+ 5,400,000
+
+ 
+ 
+ 
+
+ Offering Price per share:
+ 
+ The selling stockholder may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices, or at negotiated prices.
+
+ 
+ 
+ 
+
+ Use of Proceeds:
+ 
+ The Company will not receive any proceeds from the sale of the shares of our common stock by the selling stockholder. However, we will receive proceeds from our sale of shares to the selling stockholder pursuant to the Financing Agreement. The proceeds from the sale of shares to the selling stockholder will be used for the purpose of providing the company working capital.
+
+ 
+ 
+ 
+
+ OTC Markets Symbol:
+ 
+ GRYN
+
+ 
+ 
+ 
+
+ Risk Factors:
+ 
+ See Risk Factors beginning on page 5 and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.
+
+ 
+ 
+ 
+ 2
+ 
+
+ Table of Contents
+ 
+ 
+ Summary Financial Information
+ 
+ Summary Historical Financial Data
+ 
+ The summary financial information set forth below has been derived from the financial statements of Green Hygienics Holdings Inc., a Nevada corporation for periods presented and should be read in conjunction with the financial statements and the notes thereto included elsewhere in this Prospectus and in the information set forth in the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations. 
+ 
+ Green Hygienics Holdings, Inc., a Nevada corporation
+ 
+ 
+ 
+ Nine Months Ended
+April 30,
+ 
+ 
+ Years Ended
+July 31,
+ 
+
+ 
+ 
+ 2020
+ 
+ 
+ 2019
+ 
+ 
+ 2019
+ 
+ 
+ 2018
+ 
+
+ Revenues
+ 
+ $ 108,574 
+ 
+ $ -- 
+ 
+ $ -- 
+ 
+ $ -- 
+
+ Cost of Revenues
+ 
+ $ -- 
+ 
+ $ -- 
+ 
+ $ -- 
+ 
+ $ -- 
+
+ Operating Expenses
+ 
+ $ 4,885,004 
+ 
+ $ 112,268 
+ 
+ $ 1,818,511 
+ 
+ $ 165,989 
+
+ Other Income (Expense)
+ 
+ $ (841,029 ) 
+ $ (2,148 ) 
+ $ (25,383 ) 
+ $ 36,909 
+
+ Net Loss
+ 
+ $ (5,617,459 ) 
+ $ (114,416 ) 
+ $ (1,843,894 ) 
+ $ (129,080 )
+ 
+ 
+ 
+ 
+ April 30,
+ 
+ 
+ July 31,
+ 
+
+ 
+ 
+ 2020
+ 
+ 
+ 2019
+ 
+ 
+ 2018
+ 
+
+ Total Assets
+ 
+ $ 4,977,854 
+ 
+ $ 554,841 
+ 
+ $ 592 
+
+ Total Liabilities
+ 
+ $ 8,240,775 
+ 
+ $ 1,194,836 
+ 
+ $ 341,202 
+
+ Accumulated Deficit
+ 
+ $ (48,383,601 ) 
+ $ (42,766,142 ) 
+ $ (40,992,248 )
+ Stockholders Deficit
+ 
+ $ (3,262,921 ) 
+ $ (639,995 ) 
+ $ (340,610 )
+ 
+ 
+ 
+ 3
+ 
+
+ Table of Contents
+ 
+ 
+ RISK FACTORS
+ 
+ The following is a summary of the risk factors that we believe are most relevant to our business. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider the following to be a complete discussion of all potential risks or uncertainties. We undertake no obligation to publicly update
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001456381_gwg-life_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001456381_gwg-life_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001456381_gwg-life_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001513842_chinos_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001513842_chinos_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001513842_chinos_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001522690_gwg_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001522690_gwg_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001522690_gwg_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001529463_fts_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001529463_fts_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001529463_fts_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001531048_inari_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001531048_inari_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8950980d6074f4a063e2d22b4b41a4ba2c42cec9
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001531048_inari_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 d843365ds1a.htm S-1/A S-1/A Table of Contents As filed with the Securities and Exchange Commission on May 21, 2020. Registration No. 333-236568 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Inari Medical, Inc. (Exact name of registrant as specified in its charter) Delaware 3841 45-2902923 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 9 Parker, Suite 100 Irvine, CA 92618 (877) 923-4747 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) William Hoffman Chief Executive Officer 9 Parker, Suite 100 Irvine, CA 92618 (877) 923-4747 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: B. Shayne Kennedy Nathan Ajiashvili J. Ross McAloon Latham & Watkins LLP 650 Town Center Drive, 20th Floor Costa Mesa, CA 92626 (714) 540-1235 Ilir Mujalovic Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022 (212) 848-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer , smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To Be Registered Amount to be Registered (1)(2) Proposed Maximum Aggregate Offering Price Per Share Proposed Maximum Aggregate Offering Price (1)(2) Amount of Registration Fee (3) Common Stock, $0.001 par value per share 8,432,950 $18.00 $151,793,100 $19,703 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. (2) Includes the aggregate offering price of additional shares that the underwriters have the option to purchase. (3) The registrant previously paid $17,514 of this amount with previous filings of this Registration Statement. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion. Preliminary Prospectus dated May 21, 2020 P R O S P E C T U S 7,333,000 Shares Common Stock This is Inari Medical, Inc. s initial public offering. We are selling 7,333,000 shares of our common stock. We expect the public offering price to be between $17.00 and $18.00 per share. Currently, no public market exists for the shares of common stock. After pricing of the offering, we expect that the shares will trade on the Nasdaq Global Select Market under the symbol NARI. We are an emerging growth company and a smaller reporting company under the federal securities laws and are subject to reduced public company disclosure standards. See Prospectus Summary Implications of Being an Emerging Growth Company and a Smaller Reporting Company. Investing in the common stock involves risks that are described in the Risk Factors section beginning on page 14 of this prospectus. Per Share Total Public offering price $ $ Underwriting discounts(1) $ $ Proceeds, before expenses, to us $ $ (1) We refer you to Underwriting for additional information regarding underwriting compensation. The underwriters may also exercise their option to purchase up to an additional 1,099,950 shares of common stock from us at the initial public offering price, less the underwriting discounts, for 30 days after the date of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Certain of our existing stockholders, including entities affiliated with certain of our directors, have indicated an interest in purchasing an aggregate of approximately $20 million in shares of our common stock in this offering at the initial public offering price. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters may determine to sell more, fewer or no shares in this offering to any or all of these stockholders, or any or all of these stockholders may determine to purchase more, fewer or no shares in this offering. The underwriters will receive the same underwriting discount on any shares purchased by these stockholders as they will on any other shares sold to the public in this offering. The shares will be ready for delivery on or about , 2020. BofA Securities Morgan Stanley Wells Fargo Securities Canaccord Genuity The date of this prospectus is , 2020 Table of Contents INARI MEDICAL Developing Products to Treat and Transform the Lives of Patients Suffering from Venous Diseases Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001537028_independen_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001537028_independen_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0dc8e04dd519445d2033b6126edbd160187dd722
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001537028_independen_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all the information that you need to consider in making your investment decision. You should carefully read this entire prospectus, as well as the information to which we refer you and the information incorporated by reference herein, before deciding whether to invest in our common stock. Independence Contract Drilling, Inc. We provide land-based contract drilling services for oil and natural gas producers targeting unconventional resource plays in the United States. We own and operate a premium fleet comprised of modern, technologically advanced drilling rigs. Our first rig began drilling in May 2012. On October 1, 2018, we completed a merger with Sidewinder Drilling LLC. As a result of this merger, we more than doubled our operating fleet and personnel. As of September 30, 2020, our rig fleet includes 29 marketed AC powered ( AC ) rigs and a number of additional rigs requiring conversions or upgrades in order to meet our AC pad-optimal specifications. We do not intend to complete these conversions or upgrades until market conditions improve. We currently focus our operations on unconventional resource plays located in geographic regions that we can efficiently support from our Houston, Texas and Midland, Texas facilities in order to maximize economies of scale. Currently, our rigs are operating in the Permian Basin, the Haynesville Shale and the Eagle Ford Shale however, our rigs have previously operated in the Mid-Continent and Eaglebine regions as well. Our business depends on the level of exploration and production activity by oil and natural gas companies operating in the United States, and in particular, the regions where we actively market our contract drilling services. The oil and natural gas exploration and production industry is historically cyclical and characterized by significant changes in the levels of exploration and development activities. Oil and natural gas prices and market expectations of potential changes in those prices significantly affect the levels of those activities. Worldwide political, regulatory, economic, and military events, as well as natural disasters have contributed to oil and natural gas price volatility historically, and are likely to continue to do so in the future. Any prolonged reduction in the overall level of exploration and development activities in the United States and the regions where we market our contract drilling services, whether resulting from changes in oil and natural gas prices or otherwise, could materially and adversely affect our business. Our principal executive offices are located at 20475 State Highway 249, Suite 300, Houston, Texas 77070. Our common stock is currently traded on the NYSE under the symbol ICD. To find more information about us, please see the sections entitled Where You Can Find More Information and Documents We Incorporate by Reference. Calculation of Registration Fee Title of Each Class of Securities to be RegisteredAmount to be Registered (1)Proposed Maximum Offering Price Per Share (2) (3)Proposed Maximum Aggregate Offering Price (2) Amount of Registration Fee (4) Common Stock, $0.01 par value1,500,000$2.46$3,690,000$403.00 (1)Represents 1,500,000 shares of common stock that are issued or issuable pursuant to a purchase agreement with the selling stockholder named herein. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act ), this Registration Statement also covers any additional shares of common stock which may become issuable to prevent dilution from stock splits, stock dividends and similar events. (2)The proposed maximum offering price per share of common stock will be determined from time to time in connection with, and at the time of, the sale by the holder of such common stock. (3)Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) of the shares of common stock on the basis of the average of the average high and low per share sale price as reported on the New York Stock Exchange on November 12, 2020. 1 (4)Calculated in accordance Rule 457(o) under the Securities Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. 1 NTD Date to be used to be date within 5 business days of filing date for Form S-1. The Offering Common stock offered by the selling stockholder1,500,000 shares. Common stock outstanding prior to this offering6,175,818 shares (as of November 11, 2020). Common stock to be outstanding after this offering7,675,818 shares (as of November 11, 2020). Use of proceedsThe selling stockholder will receive all of the proceeds from the sale of the shares offered for sale by it under this prospectus. We will not receive proceeds from the sale of the shares by the selling stockholder. However, we may receive proceeds of up to $5.0 million from the sale of our common stock to the selling stockholder under the purchase agreement described below. Any proceeds from the selling stockholder that we receive under the purchase agreement are expected to be used for general corporate purposes, which may include, without limitation, prepayment of interest-bearing contingent consideration payments due to an affiliate of $3.1 million (including interest) as of September 30, 2020, working capital and general administrative expenses. See Use of Proceeds. NYSE symbolOur common stock is listed on the NYSE under the symbol ICD.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001538927_forma_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001538927_forma_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001538927_forma_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001549922_summit_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001549922_summit_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9f9c32bfb33427db2604d3cf03523d93f5a4d60a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001549922_summit_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY Unless the context otherwise requires, references in this prospectus to the Partnership, SMLP, we, our, us or like terms, refer to Summit Midstream Partners, LP and its subsidiaries. Our general partner refers to Summit Midstream GP, LLC. This summary highlights information included or incorporated by reference into this prospectus. Because it is abbreviated, this summary does not contain all of the information that you should consider before investing in the common units representing limited partner interests in us ( common units ). You should read this prospectus and the documents incorporated herein by reference and other documents to which we refer for a more complete understanding of this offering. Summit Midstream Partners, LP We are a value-oriented limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in unconventional resource basins, primarily shale formations, in the continental United States. We were formed in 2012 and our common units are listed on the New York Stock Exchange (the NYSE ) under the trading symbol SMLP. We provide natural gas gathering, compression, treating and processing services as well as crude oil and produced water gathering services pursuant to primarily long-term, fee-based agreements with our customers. Our results are primarily driven by the volumes of natural gas that we gather, compress, treat and/or process as well as by the volumes of crude oil and produced water that we gather. We classify our midstream energy infrastructure assets into two categories: Core Focus Areas core producing areas of basins in which we expect our gathering systems to experience greater long-term growth, driven by our customers ability to generate more favorable returns and support sustained drilling and completion activity in varying commodity price environments. In the near-term, we expect to concentrate the majority of our capital expenditures in our Core Focus Areas. Our Utica Shale, Ohio Gathering, Williston Basin, DJ Basin and Permian Basin reportable segments (as described below) comprise our Core Focus Areas. Legacy Areas production basins in which we expect volume throughput on our gathering systems to experience relatively lower long-term growth compared to our Core Focus Areas, given that our customers require relatively higher commodity prices to support drilling and completion activities in these basins. Upstream production served by our gathering systems in our Legacy Areas is generally more mature, as compared to our Core Focus Areas, and the decline rates for volume throughput on our gathering systems in the Legacy Areas are typically lower as a result. We expect to continue to reduce our near-term capital expenditures in these Legacy Areas. Our Piceance Basin, Barnett Shale and Marcellus Shale reportable segments (as described below) comprise our Legacy Areas. We are the owner-operator of, or have significant ownership interests in, the following gathering and transportation systems, which comprise our Core Focus Areas: Summit Utica, a natural gas gathering system operating in the Appalachian Basin, which includes the Utica and Point Pleasant shale formations in southeastern Ohio; Ohio Gathering, a natural gas gathering system and a condensate stabilization facility operating in the Appalachian Basin, which includes the Utica and Point Pleasant shale formations in southeastern Ohio; Polar and Divide, a crude oil and produced water gathering system and transmission pipeline operating in the Williston Basin, which includes the Bakken and Three Forks shale formations in northwestern North Dakota; Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 12, 2020 PROSPECTUS Summit Midstream Partners, LP 2,306,972 Common Units Representing Limited Partner Interests This prospectus relates to up to 2,306,972 common units representing limited partner interests (the common units ) (34,604,581 common units prior to the Reverse Unit Split (as defined below)) in Summit Midstream Partners, LP (the Partnership, we, our or us ) to be offered on a secondary basis by the selling unitholders named in this prospectus. For more information relating to the selling unitholders, please read Selling Unitholders. The selling unitholders may offer and sell these common units in amounts, at prices and on terms to be determined by market conditions and other factors at the time of the offerings. The selling unitholders may offer and sell the common units through one or more underwriters, dealers or agents, or directly to purchasers, on a continuous or delayed basis. We will not receive any of the proceeds from any sale of our common units by the selling unitholders. Our common units are traded on the New York Stock Exchange ( NYSE ) under the symbol SMLP. On October 15, 2020, the Board of Directors of our general partner approved a 1-for-15 reverse split of our common units (the Reverse Unit Split ), effective following market close on November 9, 2020. We effected the 1-for-15 Reverse Unit Split and our common units began trading on a split-adjusted basis on the NYSE on November 10, 2020. As a result of the Reverse Unit Split, every 15 outstanding common units were combined into one common unit. Any fractional common units issued as a result of the Reverse Unit Split were rounded to the nearest whole number of common units. Investing in our securities involves a high degree of risk. Limited partnerships are inherently different from corporations. You should review carefully the risk factors described under Risk Factors beginning on page 9 of this prospectus for a discussion of important risks you should consider before you make an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2020 Table of Contents Bison Midstream, an associated natural gas gathering system operating in the Williston Basin, which includes the Bakken and Three Forks shale formations in northwestern North Dakota; Niobrara G&P, an associated natural gas gathering and processing system operating in the DJ Basin, which includes the Niobrara and Codell shale formations in northeastern Colorado and southeastern Wyoming; Summit Permian, an associated natural gas gathering and processing system operating in the northern Delaware Basin, which includes the Wolfcamp and Bone Spring formations, in southeastern New Mexico; and Double E, a 1.35 Bcf/d natural gas transmission pipeline that is under development and will provide transportation service from multiple receipt points in the Delaware Basin to various delivery points in and around the Waha Hub in Texas. We are the owner-operator of the following gathering systems, which comprise our Legacy Areas: Grand River, a natural gas gathering and processing system operating in the Piceance Basin, which includes the Mesaverde formation and the Mancos and Niobrara shale formations in western Colorado; DFW Midstream, a natural gas gathering system operating in the Fort Worth Basin, which includes the Barnett Shale formation in north-central Texas; and Mountaineer Midstream, a natural gas gathering system operating in the Appalachian Basin, which includes the Marcellus Shale formation in northern West Virginia.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001566895_ncino_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001566895_ncino_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001566895_ncino_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001567771_bridgeway_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001567771_bridgeway_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..43ed35bec20c78e66316d8879d04fe6ec6392509
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001567771_bridgeway_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights certain information appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider prior to investing. After you read this summary, you should read and consider carefully the more detailed information and financial statements and related notes that we include in this prospectus, especially the sections entitled "
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001590496_aerkomm_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001590496_aerkomm_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001590496_aerkomm_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001598674_casper_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001598674_casper_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5c834e836002da533899222146f58dc8f76b3ca6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001598674_casper_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001601280_medixall_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001601280_medixall_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b45dfa36262034e78b9ed59f2d09a866c4282f51
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001601280_medixall_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless the context otherwise requires, we, us, or the Company refers to MediXall Group, Inc. and its consolidated subsidiaries. Overview MediXall Group, Inc. (hereinafter MediXall, we, us, our or the Company ) seeks to provide consumers with the knowledge and ability to make rapid, cost-effective healthcare purchases through its online platform, MediXall.com and Health Karma, which we refer to herein as the MediXall Platform . We believe that this will finally put people in control of their own healthcare and allow the full benefits of our free market system to be achieved in the healthcare industry. Our website is located at medixall.com. The information contained on our website or that can be accessed through our website neither constitutes part of this prospectus nor is incorporated by reference herein. Our mission is to continually raise the bar of the healthcare experience by using data and technology to help everyone find healthcare providers, services and tools that empower them to make the best decisions along their healthcare journey. We currently have two active wholly owned subsidiaries through which we operate our business: 1. MediXall.com, Inc. 2. Health Karma, Inc. MediXall.com / Health Karma is our online healthcare platform and is designed to address the growing need of self-pay and high deductible consumers for greater transparency and price competition in their healthcare costs. The MediXall.com / Health Karma platform, when fully launched, will be available through our website at MediXall.com and is all about seeking to make it easier for consumers to learn, decide, and pay for healthcare, without intruding on the important relationship with trusted doctors. Seeking to accomplish this, MediXall has sought to create a unified online environment that can connect physicians and service providers to patients, and payers to the physicians and service providers, across all healthcare settings. Combining user experience, data, and consumer-first thinking, Medixall has sought to build a highway that makes consumers healthcare experience more effective and efficient. In one lane of the highway we seek to connect healthcare providers to patients and payers, and in the other lane we seek to connect healthcare providers to innovative technology solutions (one example is Telehealth). We believe that by creating this highway, MediXall.com / Health Karma can provide users comprehensive support throughout their entire healthcare journey. Using the MediXall.com / Health Karma platform, everyone will be able to track their deductible and out-of-pocket maximum in real-time, find experienced doctors, estimate health care costs, book in-person and telehealth appointments, and pay for appointments all in one place. With the focus on personalized cost estimates, MediXall has aimed to develop functionality to offer users the ability to integrate their existing healthcare benefits to enable the consumer to make confident financial decisions based on their insurance plan and coverage. Powered by a comprehensive database that includes over 1 million doctors in America and connected to thousands of health insurance policies nationwide, we expect that this functionality, through Health Karma will be available in Fourth Quarter of 2020. With the addition of this new functionality, MediXall has sought to create a one stop shop for helping the consumer, whether they are insured or not, understand what they need, who they need to go to, how much it will cost them and even when they need it. Thus far, we have launched the MediXall platform marketplace throughout Florida beginning in 2019 in a controlled launch, and we have launched Health Karma throughout the U.S. in a beta release beginning in August 2020. We seek to generate revenues from the MediXall Platform from fees charged to providers for the use of the technology on the MediXall Platform. We also aim to earn revenue from subscription and services primarily from sales of subscriptions and additional features for the MediXall Platform. Additionally, MediXall Provider Network members can choose to enter into a separate contract with MediXall technology partners to purchase additional features and functionalities, as well as other products and services. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per share of common stock Proposed maximum aggregate offering price Amount of registration fee (1) Common Stock, par value $0.001 per share 57,749,326 (2) $ 1.00 (3) $ 57,749,326 $ 7,495.86 (4) (1) The fee is calculated by multiplying the proposed maximum aggregate offering price by 0.0001298, pursuant to Section 6(b) of the Securities Act of 1933, as amended (the Securities Act ). (2) Represents the resale of 57,749,326 shares of common stock by the selling securityholders named in the prospectus that forms a part of this registration statement on Form S-1. Pursuant to Rule 416 under the Securities Act, there are also being registered such indeterminable additional shares of common stock as may be issued to prevent dilution as a result of stock splits, stock dividends or similar transactions, and the resale of such shares of common stock. (3) Represents the fixed price at which the selling stockholders will sell their shares of common stock registered for resale in this prospectus for the duration of this offering. (4) The Company previously paid $11,965.34 as the registration fee when it filed the S-1 on November 5, 2019; the updated registration fee is $7,495.86, which accordingly has been paid. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus or a supplement to this prospectus. We have not, and the Selling Stockholders have not, authorized anyone to provide you with different information. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus or any supplement to this prospectus is accurate as of any date other than the date on the front cover of those documents. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus, including the documents that we incorporate by reference, contains forward-looking statements Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. In some cases, you can identify forward-looking statements by terminology such as expects, anticipates, intends, projects, forecasts, targets, estimates, plans, believes, seeks, may, should, could or the negative of such terms or other similar expressions. These forward-looking statements are based on information available as of the date of this prospectus and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: The level of demand for our products; Competition in our markets; Our ability to grow and manage growth profitably; Our ability to access additional capital; Changes in applicable laws or regulations; Our ability to attract and retain qualified personnel; The possibility that we may be adversely affected by other economic, business, and/or competitive factors; and Other risks and uncertainties indicated in this prospectus, including those under Risk Factors. INDUSTRY AND MARKET DATA We are responsible for the disclosure in this prospectus. However, this prospectus includes industry data that we obtained from internal surveys, market research, publicly available information, and industry publications. The market research, publicly available information, and industry publications that we use generally state that the information contained therein has been obtained from sources believed to be reliable. The information therein represents the most recently available data from the relevant sources and publications, and we believe remains reliable. We did not fund and are not otherwise affiliated with any of the sources cited in this prospectus. Forward-looking information obtained from these sources is subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this prospectus. TRADEMARKS AND COPYRIGHTS We own or have rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos, and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect the content of our products and the formulations for such products. This prospectus may also contain trademarks, service marks and trade names of other companies, which are the property of their respective owners. Our use or display of third parties trademarks, service marks, trade names or products in this prospectus is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, some of the copyrights, trade names and trademarks referred to in this prospectus are listed without their , and symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks. All other trademarks are the property of their respective owners. For the fiscal years ended December 31, 2019 and 2018, we generated revenues of $2,685 and $1,858, respectively, and reported net losses of $3,420,951 and $2,983,429, respectively, and negative cash flow from operating activities of $2,342,044 and $2,225,241, respectively. As noted in our consolidated financial statements, as of December 31, 2019, we had an accumulated deficit of $13,649,784. For the six months ended June 30, 2020, we generated no revenues and reported a net loss of $2,997,095, and negative cash flow from operating activities of $1,611,234. As noted in our condensed consolidated financial statements, we had an accumulated deficit of approximately $16,646,879 and recurring losses from operations as of June 30, 2020. We anticipate that we will continue to report losses and negative cash flow. Our auditors have raised substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses and negative cash flows from operations as well as our dependence on private equity and financings. See Risk Factors Our auditors have indicated that there is a substantial doubt about our ability to continue as a going concern. Corporate History and Additional Information MediXall Group, Inc. was incorporated on December 21, 1998 under the laws of the State of Nevada under the name of IP Gate, Inc. The Company had various name changes since, to reflect changes in the Company s operating strategies. The Company has the following wholly-owned subsidiaries: (1) IHL of Florida, Inc., which is dormant, (2) Medixall Financial Group, which is dormant, (3) Medixaid, Inc., which is dormant (4) MediXall.com, Inc., which were established to carry out the development and operation of our healthcare marketplace platform, and (5) Health Karma, Inc. which was established in 2020 to add additional functionality to the Medixall Platform. In December 2002, IP Gate, Inc. merged with Action Stocks, Inc. In June 2003, Action Stocks, Inc. merged with Classic Health Systems Inc. and changed its name to Specialized Home Medical Services, Inc. Specialized Home Medical Services changed its name to IGSM Group, Inc. ( IGSM ) in April 2007. In December 2012, the Company contracted the services of TBG Holdings Corporation, which assisted with restructuring the Company into a short-line and regional freight railroad holding company. In June 2013, IGSM acquired all of the outstanding stock of Transportation Management Services, Inc. in exchange for the issuance of 1,500,000 shares of preferred IGSM stock. IGSM changed its name to Continental Rail Corp. in July 2013. On June 19, 2015, the Company entered into an agreement with Continental Rail, LLC ( LLC ) and the Series A Preferred Shareholders of the Company. The Company was actively seeking to secure financing for the purchase of the Delta Southern Railroad ( Delta ), a Class III short-line railroad headquartered in Tallulah, Louisiana. Delta was subsequently purchased by Golden Gate Capital ( Golden Gate ), a private equity firm in San Francisco, California. Golden Gate decided that it was in its best interest to utilize the railroad operations management skills of certain Preferred Shareholders of the Company to manage the daily operations of Delta ( the Manager ). By the terms of the Agreement, however the Delta Manager cannot be owned (more than 10%) or controlled by a public company. Consequently, the LLC was organized by the Preferred Shareholders as the vehicle to manage Delta and satisfy the conditions set forth in the agreement. In conjunction with this transaction the Company received a 10% interest in the LLC and the preferred shareholders returned their preferred shares to the Company for cancelation. On June 24, 2016, the Company entered into a share exchange agreement with TBG pursuant to which the Company exchanged 100% of its membership interest in the LLC in exchange for 1,000,000 shares of the Company held by TBG. The 1,000,000 shares were cancelled. On November 22, 2016, Continental Rail Corp. effected a 1-for-15 reverse stock split of the Company s issued and outstanding common stock. On December 13, 2016, the Company effected a share exchange and reorganization (the Merger ) with IHL of Florida, Inc., incorporated in April 2016 and under common control with the Company. Pursuant to the Merger, IHL shareholders transferred to the Company all their issued and outstanding shares of capital stock. In exchange, the Company agreed to issue 41,131,000 shares of common stock to IHL shareholders, including 18,599,750 shares issued to common control parties and 264,894 shares of Series A Preferred Stock, all issued to common control parties, and convertible into 24,900,000 shares of common stock. The share issuances represent approximately 94.1% of the total issued and outstanding shares of common stock of the Company post-closing. As a result, the Company (i) became the 100% parent of IHL; (ii) assumed the operations of IHL; and (iii) changed its name from Continental Rail Corp. to MediXall Group, Inc. The Merger was accounted for as a transfer of the carrying amounts of assets and liabilities under the predecessor value method of accounting. The consolidated financial statements include both entities full results since the inception of IHL in April 2016. Prior to the Merger, on July 8, 2016, IHL entered into a Share Exchange Agreement with MediXall, Inc. MediXall, Inc. had no material operations prior to the share exchange which resulted in the acquisition of $2,200 of debt and no assets or revenue generating activities. Our principal executive offices are located at 2929 East Commercial Blvd., Suite Ph-D, Fort Lauderdale, Florida 33308, and our telephone number is (954) 440-4678. We maintain a website at https://medixall.com/. We make available on our website, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K as soon as practicable after we file these reports with the SEC. The information contained on our website or that can be accessed through our website neither constitutes part of this prospectus nor is incorporated by reference herein. The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED SEPTEMBER 29, 2020 MediXall Group, Inc. 57,749,326 Shares of Common Stock This prospectus relates to the resale from time to time of 57,749,326 shares of our common stock by the selling stockholders named in this prospectus or their permitted transferees (the Selling Stockholders ). The Selling Stockholders will sell their shares registered for resale in this prospectus at a fixed price of $1.00 per share for the duration of this offering. See Determination of Offering Price and Plan of Distribution. We will not receive any of the proceeds from the sale of the securities owned by the Selling Stockholders. See Use of Proceeds beginning on page 14 of this prospectus. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or blue sky laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of securities. See Plan of Distribution beginning on page 54 of this prospectus. Our common stock is presently quoted on the OTCQB tier of the OTC Markets Group, Inc. under the symbol MDXL , although the market for our common stock is extremely limited and sporadic. On September 28, 2020, the closing price of our common stock was $1.25 per share. We have limited operations. We are not a blank check company as defined in Rule 419 under the Securities Act of 1933, as amended, and we have no intention to engage in a business combination as contemplated by Rule 419. Our independent registered public accounting firm has issued an audit opinion for us which includes a statement expressing substantial doubt as to our ability to continue as a going concern. This offering is highly speculative and these securities involve a high degree of risk. You should only consider purchasing securities if you can afford the loss of your entire investment. See Risk Factors beginning on page 5. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is _________, 2020.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001613170_itamar_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001613170_itamar_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d60cdd5dbc01ced006343365f95609008994b5ab
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001613170_itamar_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our ordinary shares or the ADSs. You should read this entire prospectus carefully, especially Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, and our financial statements and the related notes thereto appearing at the end of this prospectus, before making an investment decision. As used in this prospectus, unless the context otherwise requires, references to Itamar , we, us, our and the Company refer to Itamar Medical Ltd. and our consolidated subsidiaries. Overview We are a medical technology company focused on the development and commercialization of non-invasive medical devices to aid in the diagnosis of respiratory sleep disorders. We commercialize a digital healthcare platform to facilitate the continuum of care for effective sleep apnea management with a focus on the core sleep, cardiology and direct to consumer, or DTC, markets. We offer a Total Sleep Solution, or TSS, to help physicians provide comprehensive sleep apnea management in a variety of clinical environments to optimize patient care and reduce healthcare system costs. Sleep apnea is a chronic disease affecting 54 million people in the United States and almost one of every four adults over the age of 40 in the United States. Sleep is regarded as a major underlying risk factor and disease progression accelerator for most cardiovascular diseases as well as many cognitive and neurodegenerative diseases. Approximately 80% of adults in the United States that suffer from sleep apnea have never been diagnosed. In recent years, awareness of the importance of sleep and the devastating effects that could result from sleep apnea have risen across medical professionals and patients. We believe a key competitive differentiator for us is the ability to measure and help physicians diagnose sleep apnea through our proprietary software and algorithms which analyze the Peripheral Arterial Tone, or PAT, biological signal with other measurements, including actigraphy, heart rate, chest motion, body position and snoring. Our PAT-based technology is available throughout our WatchPAT family of durable or disposable products. These simple to use, non-invasive watch-like devices utilize finger-positioned bio-sensors to measure and record the patient s PAT signal. This signal is transferred to our local software product, zzzPAT, or our cloud-based software product, CloudPAT, for analysis and reporting of sleep apnea diagnosis. These proprietary analyses results are automatically populated into an easy-to-read report that allows physicians to accurately diagnose sleep apnea. Our comprehensive TSS marketing program provides a complete, end-to-end solution that combines products and services designed to allow any physician that does not specialize in sleep an easy-to-use and accessible suite of products and services to aid in the diagnosis, transportation and handling, interpretation of sleep study data and access to third-party sleep apnea treatment device compliance data for patients that they suspect suffer from sleep apnea. We offer TSS primarily through our Test as a Service, or TaaS, program that functions as a cost-per-test model. In June 2019, we launched a limited program with BioTel Heart, a division of BioTelemetry, Inc., or BioTel, pursuant to which our TSS program is offered to BioTel s clients, namely cardiologists and cardiology practices and departments. This allows us to capitalize on the significantly larger presence of BioTel sales force in the United States at cardiology outpatient offices. In 2019, we also began focusing on the DTC market segment in order to address the recent surge in awareness of sleep apnea. In this market segment, we offer our home sleep apnea test, or HSAT, products and most of the TSS components, through channel partners, including SoClean Inc., or SoClean, that have a consumer market presence. As a result, patients will have access to real-time consultation, advice and prescriptions facilitated throughout the care pathway through our digital health platform. In addition, we facilitate access to reputable sleep practices and durable mobile equipment, or DME, providers that have demonstrated their ability to set up continuous positive airway pressure, or CPAP, therapeutic solutions TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS (Subject to Completion) Dated January 29, 2020 2,068,965 American Depositary Shares Itamar Medical Ltd. Representing Ordinary Shares We are offering 2,068,965 American Depositary Shares, or ADSs, through the underwriters named in the prospectus. Each ADS represents 30 ordinary shares. ADSs representing our ordinary shares are quoted on the Nasdaq Capital Market, or Nasdaq, under the symbol ITMR. On January 27, 2020, the last reported trading price of ADSs on Nasdaq was $14.50 per ADS. The final public offering price will be determined through negotiation between us and the lead underwriters in the offering and the recent market price used throughout the prospectus may not be indicative of the actual offering price. We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, will be subject to reduced public company disclosure requirements. Please see Prospectus Summary Implications of Being an Emerging Growth Company and a Foreign Private Issuer for additional information. Our business and an investment in the ADSs involve significant risks. See Risk Factors for additional information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. PER ADS TOTAL Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to Itamar Medical Ltd. $ $ (1) See Underwriting for additional information regarding underwriting compensation. We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to 310,344 additional ADSs at the public offering price. See Underwriting for more information. The underwriters expect to deliver the ADSs against payment in New York, New York, on or about , 2020. Piper Sandler Ladenburg ThalmannA.G.P. Prospectus dated , 2020 TABLE OF CONTENTS ABOUT THIS PROSPECTUS Unless otherwise indicated or the context otherwise requires, all references in this prospectus to the terms Itamar, the Company, we, us, and our refer to Itamar Medical Ltd. and our consolidated subsidiaries. PRESENTATION OF FINANCIAL INFORMATION This prospectus includes our audited consolidated financial statements as of December 31, 2018 and December 31, 2017 and for the years ended December 31, 2018, December 31, 2017 and December 31, 2016 and our unaudited consolidated financial statements as of and for the nine months ended September 30, 2019 and September 30, 2018, which are prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. None of our financial statements were prepared in accordance with U.S. GAAP. On January 24, 2020, the representative exchange rate, or Exchange Rate, between the NIS and the U.S. dollar, as quoted by the Bank of Israel, was NIS 3.46 to $1.00. Unless derived from our financial statements or indicated otherwise by the context, statements in this prospectus that provide the U.S. dollar equivalent of NIS amounts or provide the NIS equivalent of U.S. dollar amounts are based on the representative exchange rate, as quoted by the Bank of Israel, as of such date (or, if no quote was provided for such date, the next quote provided) or, when the applicable date has yet to be determined, the Exchange Rate. Such U.S. dollar amounts are not necessarily indicative of the amounts of U.S. dollars that could actually have been purchased upon exchange of NIS at the dates indicated. All references in this prospectus to $ mean U.S. dollars and all references to NIS mean New Israeli Shekels. We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. Our fiscal year ends on December 31 of each year. Our most recent fiscal year ended on December 31, 2019. MARKET AND INDUSTRY DATA Certain industry data and market data included in this prospectus were obtained from independent third-party surveys, market research, publicly available information, reports of governmental agencies, and industry publications and surveys. None of the independent industry publications used in this prospectus were prepared on our behalf. All of the market data used in this prospectus involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We believe that the information from these industry publications and surveys included in this prospectus is reliable. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in Risk Factors. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. TRADEMARKS, SERVICE MARKS AND TRADENAMES Solely for convenience, the trademarks, service marks, logos and trade names referred to in this prospectus are without the and symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks, and trade names. This prospectus contains additional trademarks, service marks, and trade names of others, which are the property of their respective owners. All trademarks, service marks, and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies trademarks, service marks, copyrights, or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies. TABLE OF CONTENTS remotely, as well as monitor and coordinate compliance. We believe that our digital health platform, which can facilitate the journey of patients from diagnosis to therapy and compliance in an easy, efficient and innovative manner within their homes, positions us for new growth opportunities. Our Solutions Our prescription WatchPAT family of products, which utilizes the PAT signal, is designed to enable patients suspected to have sleep related breathing disorders to easily conduct sleep apnea tests in the comfort of their homes in accordance with a physician s instructions, as authorized by qualified medical personnel while delivering the treating physicians with comprehensive, accurate and reliable results to aid in the diagnosis of sleep apnea. We believe that WatchPAT provides several key advantages over both in-lab polysomnography, or PSG, testing as well as other HSAT devices by offering the following key benefits: ease of use and patient comfort; comprehensiveness; accuracy; reliability; cost-effectiveness; and immediate and easy-to-read results. We believe the advantages of our technologies enable a shift in the point of care of simple sleep apnea away from sleep centers. Our WatchPAT family of products and related services offer cardiologists and other non-sleep physicians an effective solution to manage the entire patient care pathway by covering both the screening and diagnosis stages of sleep apnea through treatment and compliance management. Our Competitive Strengths Our goal is to become a global leader in sleep apnea diagnostic aids and solutions as we continue to focus on advancing the standard of care in at-home diagnosis of respiratory sleep disorders. We believe that our technology platform, combined with the following competitive strengths, will allow us to grow our presence and expand our market opportunity: An emerging market leader in at-home diagnosis of respiratory sleep disorders. We have developed and are commercializing a novel, non-invasive medical device as an aid in diagnosing sleep disorders. We believe we have a significant and scaled first mover advantage over competitors, as physicians have utilized our technology for more than 1.5 million patients to-date. Proprietary technology with unique advantages over competitive devices. We believe that there are several key advantages over in-lab PSG testing as well as other HSAT devices, including ease of use, patient comfort, comprehensiveness, enhanced accuracy and reliability with immediate results. Significant body of clinical evidence and key opinion leader support. We have developed a significant body of clinical data that demonstrates the effectiveness, success rate and potential long-term sustained benefits of respiratory sleep disorder diagnosis. Extensive reimbursement coverage and experience. Our solutions are broadly covered and recognized by third-party payors under Current Procedural Terminology, or CPT, codes, which are used by the Medicare program to describe sleep apnea testing services and establish payment amounts for those services. Based on our estimates, our solutions have third-party provider coverage for approximately 220 million lives in the United States and WatchPAT is reimbursed in Japan, the United Kingdom and other European regions. Demonstrated healthcare systems cost savings. We believe our solutions offer meaningful cost savings for the healthcare system and patients as compared to traditional respiratory sleep disorder diagnostic technologies, including overnight sleep center studies. Strong research and development activities. We are committed to continued technology innovation and investment which will allow us to achieve significant product improvements. TABLE OF CONTENTS TABLE OF CONTENTS About This Prospectus ii Presentation of Financial Information ii Market and Industry Data ii Trademarks, Service Marks and Tradenames ii Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001614824_avadim_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001614824_avadim_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e8c1dc13e9e31224a59f119ceae109598f2cafb0
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001614824_avadim_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the section titled Risk factors and our consolidated financial statements and the related notes appearing elsewhere in this prospectus, before making an investment decision. As used in this prospectus, unless the context otherwise requires, references to we, us, our, our Company and Avadim refer to Avadim Health, Inc., a Delaware corporation, and its subsidiaries taken as a whole, unless otherwise noted. Overview We are a high-growth, healthcare and wellness company that sells topical products to improve immune health, neuromuscular health and skin barrier health. Using our proprietary platform, which we call our Bionome Engineered Platform, we develop products that target the institutional care and self-care markets. We believe there is significant unmet global demand for non-prescription options, such as our products, as an alternative to drugs that are more expensive or potentially addictive and can have long-term detrimental implications for our health and society. Our mission, Discovering New Ways to Care, represents our strong belief that, by harnessing the innate power of the skin s ecosystem, we can improve the health of individuals with products that address current societal challenges, including access to care, affordability, drug resistance and addiction. We use an evidence-based approach to develop, test and market our products and are actively compiling a compendium of clinical evidence that includes 40 completed clinical studies to date. The majority of these clinical studies are institutional review board, or IRB, approved, and have resulted in 20 validating peer-reviewed publications or clinical posters. See Business Clinical Evidence for further details. Our clinical evidence contributed to the successful registration of several of our products for Medicare and Medicaid reimbursement in September 2019. Our data also enables our sales teams to serve customers across the full continuum of care, from institutional care to self-care, including in hospitals, long-term care facilities, closed provider pharmacies, physician offices and retail pharmacies. We have a portfolio of marketed products and future potential products. To date, we have six marketed products, three of which we consider to be cosmetics: Theraworx Protect for Immune Health, Theraworx Protect U-Pak for Urinary Health and Combat One for soldier and first responder readiness; and three of which we consider to be homeopathic drug products: Theraworx Relief for Muscle Cramps and Spasms, Theraworx Relief for Joint Discomfort and Inflammation and PHUEL for topical muscle nutrition. Cosmetics do not require premarket approval from the U.S. Food and Drug Administration, or FDA. Homeopathic drug products require premarket approval from the FDA, and products without approval are subject to a risk-based enforcement approach. We market our homeopathic drug products without such approval. In addition to our currently marketed products, we plan to pursue the development and commercialization of additional topical products to address risks that may lead to skin and surgical conditions. We plan to launch a drug product under an over-the-counter, or OTC, drug monograph in the next year, seek clearance from the FDA for a medical device pursuant to a 510(k) notification in the next two to three years and seek de novo classification from the FDA for a second medical device in the next two to three years. At the end of July 2016, our initial products were used in approximately 60 acute care hospitals, 100 nursing homes and other long-term care facilities and we had not established a retail presence. At the end of November 2019, our products were used in more than 250 acute care hospitals, more than 750 nursing homes and other long-term care facilities and were available in over 47,000 pharmacy locations. Between 2017 and 2018, our net revenues increased Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JANUARY 17, 2020 PRELIMINARY PROSPECTUS 5,000,000 Shares Common Stock We are offering 5,000,000 shares of our common stock. This is our initial public offering and no public market currently exists for our common stock. We anticipate that the initial public offering price will be between $14.00 and $16.00 per share. We have applied to list our common stock on the Nasdaq Global Market under the symbol AHI. We are an emerging growth company as defined under the U.S. federal securities laws and, as such, may elect to comply with reduced public company reporting requirements for this and future filings. See Prospectus Summary Implications of Being an Emerging Growth Company. Investing in our common stock involves a high degree of risk. See Risk Factors beginning on page 19. PER SHARE TOTAL Initial public offering price $ $ Underwriting discounts and commissions (1) $ $ Proceeds, before expenses, to us $ $ (1) See Underwriting for a description of all compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days after the date of this prospectus to purchase up to 750,000 additional shares of common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock on or about , 2020. RAYMOND JAMES SUNTRUST ROBINSON HUMPHREY OPPENHEIMER & CO. MAXIM GROUP LLC The date of this prospectus , 2020. Table of Contents from $10.8 million to $29.0 million, representing an annual growth rate of 168%. For the nine months ended September 30, 2019 as compared to the same period in 2018, we grew our net revenues from $19.8 million to $34.4 million, an increase of 73%. We have developed core competencies that we believe have driven our growth to date and that give us confidence we can achieve similar success from new products: in-house research and development, in-house manufacturing operations and a dedicated sales and marketing team with a differentiated approach. We intend to leverage our core competencies to address additional gaps in care in topical immune health, neuromuscular health and skin barrier health. We aim to launch products that address skin care for individuals with diabetes, dermatitis, vaginal health, pre-operative bathing, pre- and post-operative surgical site staging and symptoms of peripheral neuropathy. We are currently evaluating several products in these areas which we plan to launch in the next two to three years. Our Products The following table presents a summary of our currently marketed products: Product Name Description Target Market Launched Theraworx Protect for Immune Health Pre-saturated towelettes, foaming, and spray products designed to reduce risks that may lead to infections Institutional Care 2013 Theraworx Protect U-Pak for Urinary Health Pre-saturated towelettes and foaming cleanser designed to reduce risks that may lead to urinary tract infections Retail Pharmacies Mass Retailers / Club Online third parties 2019 Theraworx Relief for Muscle Cramps and Spasms Foaming and spray products indicated for individuals who suffer from muscle cramps and spasms and symptoms associated with restless leg syndrome Retail Pharmacies Mass Retailers / Club Online third parties 2017 Theraworx Relief for Joint Discomfort and Inflammation Foaming spray products with medical grade compression sleeves to address symptoms suffered by individuals with moderate to severe osteoarthritis Retail Pharmacies Mass Retailers / Club Online third parties 2019 Combat One Pre-saturated towelettes, foaming, and spray products for hygiene management in special situations, primarily for military purposes US Military First Responders 2016 PHUEL Pre-saturated towelettes and foaming spray products used before, during and after strenuous activity for recovery Professional Teams Athletes Specialty Retailers 2014 Table of Contents TABLE OF CONTENTS PAGE Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001615999_neuropathi_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001615999_neuropathi_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..764bcad6be0e1c5b1e2cfd8fce7b5253848ad2b4
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001615999_neuropathi_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision in our common stock. Before investing in our common stock, you should carefully read this entire prospectus, including our financial statements and the related notes included in this prospectus and the information set forth under the headings "Risk Factors" and "Management s Discussion and Analysis of Financial Condition and Results of Operations." As used in this prospectus, unless the context otherwise requires, references to "we," "us," "our," "Company, "Kannalife" refer to Kannalife, Inc. Our Business We are a biopharmaceutical company focused on discovering, developing and commercializing novel therapeutics from our proprietary cannabinoid like product platform in a broad range of disease areas. In our 10 years of operations, including our wholly owned subsidiary Kannalife Sciences, Inc., we have been principally involved in the research and development of new chemical entities ("NCEs") such as KLS-13019, and its related molecules, and synthetic cannabidiol ("CBD") therapeutics through preclinical drug discovery and development processes. We have developed our own intellectual property portfolio and established relationships with globally recognized third parties who are considered leaders in active pharmaceutical ("API") contract manufacturers, formulators and contract bulk drug manufacturers. All of the operations of the Company to date have been in the preclinical stage of drug discovery. Our early research and development efforts began under and exclusive license with National Institutes of Health – Office of Technology Transfer ("NIH-OTT") for the use of the U.S. Government Patent 6,630,507 – "Cannabinoids as Antioxidants and Neuroprotectants" (the ", ' ': 507 Patent"). Through the use of the , ' ': 507 Patent, we centered our initial research into the use of CBD for use in a variety of neurodegenerative and oxidative stress related diseases. CBD is a naturally occurring cannabinoid constituent of cannabis. CBD was discovered in 1940 and is known to exhibit neuroprotective properties in many experimental systems. However, our early research and development efforts revealed that there could be obstacles for CBD as a drug. The FDA approval of Epidiolex , a CBD based drug manufactured by GW Pharmaceuticals Ltd. for the treatment of Dravet s Syndrome and Lennox-Gastaut Syndrome, has indicated to have certain safety issues. We also believe that the development of CBD as a drug has been confounded by the following: 1) low potency; 2) a large number of molecular targets; 3) marginal pharmacokinetic properties; and 4) designation as a Schedule I controlled substance under the Controlled Substances Act. In the past three years, our most recent research and development efforts have been centered on the use of KLS-13019 as a neuroprotectant and therapeutic agent to treat chronic and neuropathic pain. There is currently no FDA approved drug to treat CIPN. The Company s preclinical efforts in the research and development of treating CIPN with its lead compound KLS-13019 have been fostered by a successful study grant from National Institutes of Health – National Institute on Drug Abuse ("NIH-NIDA") that compared KLS-13019 to CBD in the prevention and reversal of neuropathic pain in animal models. As a result of the outcome of this and other preclinical studies, we believe there is strong evidence to support the use of KLS-13019 as a non-opioid solution to chronic and neuropathic pain in human clinical trials. Our current focus is centered around advancing KLS-13019 as a novel, non-opioid solution for the treatment of chronic and neuropathic pain. There is no current FDA approved drug to treat CIPN. Our present work has compared the properties of CBD with our patented novel cannabidiol like molecule, KLS-13019, that has structural similarities to CBD. The design strategy for KLS-13019 was to increase hydrophilicity while optimizing neuroprotective potency against oxidative stress toxicity relevant to hepatic encephalopathy. In early preclinical studies, the responses of CBD and KLS-13019 were compared in dissociated rat hippocampal cultures in a preclinical model for overt hepatic encephalopathy ("OHE") and also chemotherapy induced peripheral neuropathy ("CIPN"). HE, is an altered level of consciousness as a result of liver failure. Onset may be gradual or sudden. Other symptoms may include movement problems, changes in mood, or changes in personality. In the advanced stages it can result in a coma. CIPN, is a progressive, enduring and often irreversible condition featuring pain, numbness, tingling and sensitivity to cold in the hands and free (sometimes progressing to the arms and legs) that affects between 30% and 40% of patients undergoing chemotherapy. CIPN often causes termination of chemotherapy in cancer patients and presents a two-fold problem, both in the ongoing chemotherapy treatment regimen and the abundant use of opioids and gabapentinoids as the most widely used products to treat CIPN. Comparisons between CBD and KLS-13019 have been published in peer reviewed articles in ACS Medicinal Chemistry Letters (2016, 7, 424-428) and Journal of Molecular Neuroscience (14 August 2018). The studies and science referenced in these articles have been performed by Advanced Neural Dynamics ("AND"), a third party provider of preclinical pharmacology services and Iteramed ("Iteramed"), a third party provider of medicinal chemistry consulting and synthesis. Both AND and Iteramed are operated by Douglas Brenneman, Ph.D and William A. Kinney Ph.D, respectively. Both Mr. Brenneman and Mr. Kinney are shareholders of the Company, co-inventors in the Company s intellectual property underlying U.S. Patents 9,611,213 and 10,004,722, and with respect to Mr. Kinney, is the Chief Scientific Officer of the Company. Mr. Brenneman is a member of the Company s scientific advisory board. In the ACS abstract and paper, Notably, KLS-13019 was 50-fold more potent and >400-fold safer than cannabidiol and exhibited an in vitro profile consistent with improved oral bioavailability. In the JOMN abstract and paper, the protective responses of CBD and KLS-13019 were compared in dissociated rat hippocampal cultures co-treated with toxic levels of ethanol and ammonium acetate. This comparison revealed that KLS-13019 was 31-fold more potent than CBD in preventing neuronal toxicity from the combined toxin treatment, while both compounds exhibited protective efficacy back to control values. While results of the Company s preclinical studies on KLS-13019 have shown preclinical efficacy via in vitro studies in CIPN and HE, KLS-13019 will require human clinical trials to determine both safety and efficacy and such matters are subject to clinical trial endpoints and FDA review, with ultimate approval coming at the end of a successful human clinical trial study and new drug application ("NDA"). The Company s lead target drug candidate, KLS-13019, is part of an estate of new chemical entities ("NCEs") underlying U.S. Patent 9,611,213 titled "Functionalized 1,3 Benzene-diols and their Method of Use for the Treatment of Hepatic Encephalopathy". This patent is part of a divisional patent application by the Company to the USPTO whereby the Company sought separate claims for composition of matter, covered in Pat. 9,611,213 and separate claims for method for treatment; and U.S. Patent 10,004,722 titled "Method for Treating Hepatic Encephalopathy or a Disease Associated with Free Radical Mediate Stress and Oxidative Stress with Novel Functionalized 1,3 Benzene-diols." KLS-13019 and its related molecules under the aforementioned patents, describe novel functionalized 1,3-benzenediols ("Cannabidiol Derived Molecules") and methods that may be useful and have potential for the treatment of hepatic encephalopathy and related conditions. The present invention further describes a novel chemotype that may be useful and have potential for the treatment of diseases associated with hepatic encephalopathy. The present invention further describes a novel chemotype that may be useful and have potential as neuroprotective agents. The Cannabidiol like Molecules under the present invention may be useful and have potential for treating and preventing diseases associated with free radical mediated stress and oxidative stress including, for example, as previously mentioned, hepatic encephalopathy, Parkinson s disease, Alzheimer s, Huntington s disease, traumatic head injury, stroke, epilepsy, neuropathic pain, Chronic Traumatic Encephalopathy (CTE), Post Cardiac Arrest Hypoxic Ischemic Encephalopathy, and Epileptic Encephalopathy. To date, we have synthesized, preclinically tested and patented our proprietary CBD like new chemical entities ("NCEs"), including KLS-13019 and also formulated a new CBD like based molecule, KLS-13023. In preclinical studies performed pursuant to a Phase 1 small business technology transfers ("STTR") agreement between us, and Temple University, funded by the NIH – National Institute on Drug Abuse ("NIDA"), our research determined that one of our patented CBD like target drug candidates, KLS-13019 was superior to CBD in the potential treatment of chemotherapy induced peripheral neuropathy ("CIPN"). (See: Business – Preclinical Studies). We expect to open an Investigational New Drug Application, or IND to pursue a clinical development program with either the U.S. Food and Drug Administration ("FDA") or the Therapeutic Goods Administration ("TGA"), the regulatory body for therapeutic goods (including medicines, medical devices, gene technology, and blood products) in Australia, Additionally, the Company plans on screening and conducting preliminary research and development of some of its patented, proprietary cannabidiol-derived new chemical entities ("NCEs"), for use as topical solutions, ointments, and creams for disorders such as diabetic neuropathies, diabetic ulcers, and for use as an anti-pruritic. Anti-pruritics are known as anti-itch drugs and medications that inhibit the itching often associated with a variety of disorders and diseases. To date there has been only one cannabidiol based medicament, Epidiolex approved for use in humans by the U.S. Food and Drug Administration ("FDA"). The drug, Epidiolex , is used to treat seizures due to certain medical conditions (such as Lennox-Gastaut syndrome, Dravet syndrome). It is not known how this medication works for these seizures. Cannabidiol belongs to a class of drugs known as cannabinoids. Additionally, the FDA s Office of Orphan Products Development ("OOPD") has designated cannabidiol eighteen (18) times since 2013 for a multitude of diseases ranging from rare forms of epilepsy to prevention of reperfusion injury due to organ transplantation to glioblastoma multiforme to autoimmune hepatitis. While the Company s primary indications of OHE and CIPN have not, heretofore, been targeted by CBD-based or CBD-derived drugs and cleared by the FDA or other foreign regulatory agency, neither have the aforementioned eighteen orphan designated indications targeted by cannabidiol. In addition to our lead compound KLS-13019, we have also advanced our research and development efforts of another leading compound, KLS-13022 for use as a topical solution for maladies such as radiation dermatitis, atopic dermatitis, and autoimmune diseases such as eczema and psoriasis. The estimated size of the global markets in 2019 for these and other maladies include radiation dermatitis, at approximately $450 million; psoriasis at approximately $16.7 billion; dermatitis at approximately $13.6 billion; and eczema at approximately $6.4 billion. Additionally, the cosmetics market for sun care and sun burn is approximately $25 billion. Preclinical testing of KLS-13022 is nearly completed and has compared far more favorably to CBD and tacrolimus, a standard for testing against known inflammatory cytokines like IL-1b; TNFa, IL-8 and IL-6. We have also secured nomenclature from the International Cosmetic Ingredient Nomenclature Committee (the "INCI"). The INCI has assigned the INCI name "Limonenyldihydroxybenzyl Ethoxycarbonyl Azetidine" ("LEA") to KLS-13022. Additionally, the Company has filed non-provisional patents on KLS-13022 for use in the aforementioned areas of treatment. The Company has also obtained trademark protection for the use of the term, Atopidine , as a consumer brand for the KLS-13022 molecule. The Company has been the only licensee from the National Institutes of Health ("NIH") for the licensed use of the U.S. Government s patent 6,630,507 – "Cannabinoids as Antioxidants and Neuroprotectants" (the " 507 Patent") in the disease indications of hepatic encephalopathy ("HE") and Chronic Traumatic Encephalopathy ("CTE"). Having been the only licensee to the , ' ': 507 Patent has given the Company an early start in the research and development of cannabinoid therapeutics within this emerging market. The Company is the only company that has had use of the , ' ': 507 Patent and corresponding licenses from NIH-OTT. The jurisdictions in which the , ' ': 507 Patent is valid are: the U.S., the U.K., Ireland, the E.U., and Australia. The patent life in these jurisdictions expired on April 21, 2019. The Company believes that these licenses with the NIH have given the Company, through the years, the preclinical lead time to evaluate both HE and CTE without stress of competition. The Company also believes that such advances in preclinical have led to a drug development program regarding cannabidiol based therapeutics that focuses on neurodegenerative and oxidative stress related diseases described in the , ' ': 507 Patent, and also the development of the Company s own intellectual property underlying U.S. Patents 9,611,213 and 10,004,722. Furthermore, it is on the Company s belief and knowledge that while the U.S. Government patent 6,630,507 expired on April 21, 2019, there may be additional opportunities in the future related to the original licensing of the , ' ': 507 Patent in which the Company may engage with the NIH and certain collaborators of the aforementioned patent to enter into a Cooperative Research and Development Agreement ("CRADA") with the NIH for one or more disease indications underlying the , ' ': 507 Patent, including but not limited to HE and CTE. Moreover, the weight of the Company s future success, drug development program regarding cannabidiol based therapeutics is not centered on the , ' ': 507 Patent, but rather its own intellectual property underlying U.S. Patents 9,611,213 and 10,004,722. Corporate Strengths and Weaknesses We believe that we offer the following key distinguishing characteristics: We believe we are the first commercial drug discovery company in the cannabinoid therapeutics space to synthesize CBD derived new chemical entities and preclinically test lead NCEs for potential treatment of oxidative stress related diseases, including OHE and CIPN. We are the only commercial drug discovery company in the cannabinoid therapeutics space to license the , ' ': 507 Patent from NIH on two separate occasions. We have completed pharmacokinetic and pharmacodynamic preclinical studies with high purity scale, pharmaceutical grade CBD and KLS-13019 for potential treatment of oxidative stress related disease – OHE and CIPN. We anticipate commencing a Phase 1 trial in CIPN sometime in the 3rd quarter of 2021. We anticipate commencing a Phase 1 trial in OHE sometime in the 1st quarter of 2022. We anticipate commencing a Phase 1 trial in Mild Traumatic Brain Injury in the 3rd quarter of 2022. We have a firm understanding of the mechanism of action of CBD and KLS-13019 in certain oxidative stress related disorders. We believe we have a strong next generation intellectual property estate on cannabidiol derived NCEs. On this basis, we believe we can expand the approved indications KLS-13019 and develop additional cannabinoid therapeutic agents to add to our IP portfolio. We believe that our preclinical drug development program points to a significant opportunity in cancer pain, a large market. We believe that our preclinical drug development program points to a significant opportunity in opioid replacement / reduction market. While the Company believes it is well positioned to be competitive in advancing non-opioid solutions for chronic and neuropathic pain, as well as the cannabinoid like therapeutics space, it also believes it will face significant challenges in successfully completing one or more clinical trials. In addition, there is a competitive landscape that exists in the market for the Company s target indications of OHE and CIPN. The competitive landscape is challenging. Competition in OHE and CIPN is well established, with significantly greater resources than the Company and leaders in the current standard of care for these diseases. The current standard of care for patients suffering with OHE is 550mg of Xifaxan , originally an antibiotic useful in treating traveler s diarrhea and irritable bowel syndrome. It s exact mechanism of action is not known, however it is theorized that Xifaxan clinical activity may be attributed to effects on metabolic function of gut microbiota, rather than a change in the relative bacterial abundance. Currently, there is no drug in the market for OHE that is being used to treat the toxic effects on the hippocampus, the cognitive and behavioral dysfunction associated with OHE, and the action of neuroprotection from ammonia and ethanol toxicity. Given the competitive landscape in OHE, the Company believes it can participate in the OHE market with primary and adjunctive therapeutics currently under preclinical development, and potentially obtain orphan drug designation for one or more of its target therapeutic agents. With respect to competitive landscape for CIPN, eight agents have been studied in randomized controlled trials for the treatment of CIPN, but there has been limited success. The characteristics and results of these studies are summarized in the study and abstract "Management of Chemotherapy Induced Peripheral Neuropathy" (Physician s Education Resource LLC, Meghna S. Trivedi, MD; Dawn L. Hershman, MD, MS; Katherine D. Crew, MD, MS). Clinical trials of the antiepileptic agents gabapentin and lamotrigine and the antidepressants nortriptyline and amitriptyline have all been negative. Additionally, there have been several small placebo-controlled trials which have shown that intravenous administration of glutathione with platinum-based chemotherapy regimens can decrease the incidence of neurotoxicity without diminishing the effect of chemotherapy. In a North Central Cancer Treatment Group / Alliance trial in 2014, this trial studied the use of glutathione with carboplatin and paclitaxel and found no improvement in neurotoxicity symptoms, suggesting that glutathione may not help in taxane-induced CIPN. Furthermore, the continuous use of opiates in the current standard of care to treat CIPN has resulted in mixed results, addiction problems and dose tolerance problems. The Company believes that, while the current standard of care is well positioned in the market, there is an unmet need for the treatment of CIPN in the reduction of use of opiates. This presents itself as an opportunity for the Company to participate with a novel therapeutic agent to treat CIPN. Clinical Timelines As a result of the unprecedented effects of COVID-19, the Company has updated its clinical timelines to give effect to the significant interruption to business and financial operations worldwide as a result of the COVID-19 crisis. The Company will continue to monitor the progress of the shutdowns currently in effect and revise its clinical timelines accordingly. Product Candidate Target Indication Delivery Method Current Development Status Expected Next Steps KLS-13019 Chemotherapy Induced Oral Gel Capsule Preclinical 3Q21: Initiate Phase 1 Peripheral Neuropathy Mild Traumatic Brain Injury Oral Gel Capsule Preclinical 2Q22: Initiate Phase 1 KLS-13023 Overt Hepatic Encephalopathy Oral Gel Capsule Preclinical 1Q22: Initiate Phase 1 Mild Traumatic Brain Injury Oral Gel Capsule Preclinical 3Q22: Initiate Phase 1 Corporate History TYG Solutions Corp. was incorporated in the State of Delaware on March 25, 2013. Our original business plan was to develop iPhone and Android smartphone apps for companies who need an app for their internal and external operations. We subsequently expanded our operations to offering corporate website design services. On July 25, 2018, the Company entered into a Share Exchange Agreement with Kannalife Sciences, Inc., a Delaware corporation ("Kannalife Sciences") and certain stockholders of Kannalife Sciences (the "Kannalife Sciences Stockholders"). Pursuant to the terms of the Share Exchange Agreement, the Company acquired approximately nearly all of the issued and outstanding shares of Kannalife Sciences by means of a share exchange with the Kannalife Sciences Stockholders in exchange for newly issued shares of the common stock of the Company (the "Share Exchange"). As a result of the Share Exchange, Kannalife Sciences became a 99.7% owned subsidiary of the Company. The business operations of the Company regarding iPhone and Android smartphone apps shall be reduced significantly to focus efforts on target therapeutics and drug discovery, and accordingly, by virtue of the Share Exchange, the Company acquired the business of Kannalife Sciences including all of its assets. The Share Exchange was accounted for as a reverse acquisition and change in reporting entity, whereby Kannalife Sciences was the accounting acquirer. Kannalife Sciences was incorporated in the State of Delaware on August 11, 2010. Kannalife Sciences is a developmental stage pharmaceutical and drug discovery company that specializes in the research, development of cannabinoid like and cannabinoid-based therapeutic products derived from synthetic and botanical sources, including the Cannabis "taxa" (the word "taxa" is the plural of "taxon" which defines a group of one or more populations of an organism or organisms to form a unit.). On November 9, 2018, the Company filed an amendment to its certificate of incorporation with the Delaware Secretary of State to change its name to Kannalife, Inc. The Company concurrently submitted a request to FINRA for approval of the name change as well as a ticker symbol change to "KLFE" and such action went effective on January 17, 2019. Controlled Substances Laws and Regulations Our drug candidates contain controlled substances as defined in the Controlled Substances Act (CSA). Controlled substances that are pharmaceutical products are subject to a high degree of regulation under the CSA, which establishes, among other things, certain registration, manufacturing quotas, security, recordkeeping, reporting, import, export and other requirements administered by the DEA. Despite recent approvals by the FDA and DEA for a newly approved medication which contains cannabidiol (CBD), the scheduling of these substances, many of which are beyond our control, could jeopardize our ability to obtain regulatory approval for and successfully market KLS-13019 or KLS-13023. Moreover, because our business is almost entirely dependent upon these two product candidates, any such setback in our pursuit of regulatory approval would have a material adverse effect on our business and prospects. See
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001626199_alpine_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001626199_alpine_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9c2c442a0ea2fea4ca4787b571ca77d1d9a66998
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001626199_alpine_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read together with, the more detailed information and financial statements and related notes thereto incorporated by reference into this prospectus. Before you decide to invest in our common stock, you should read the entire prospectus carefully, including the risk factors and the financial statements and related notes incorporated by reference into this prospectus. Unless the context requires otherwise, in this prospectus the terms Alpine, the Company, we, us and our refer to Alpine Immune Sciences, Inc., together with its subsidiaries, taken as a whole. This prospectus includes trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included in this prospectus are the property of their respective owners. Company Overview We are a clinical-stage biopharmaceutical company dedicated to discovering and developing innovative, protein-based immunotherapies to treat cancer and autoimmune and inflammatory diseases. Our approach includes a proprietary scientific platform that converts native immune system proteins into differentiated, multi-targeted therapeutics. We believe our strategies are capable of meaningfully modulating the human immune system and significantly improving outcomes in patients with serious diseases. In June 2020, we entered into an Option and License Agreement with AbbVie Ireland Unlimited Company, or AbbVie, which grants AbbVie an exclusive option to take an exclusive license to our clinical candidate ALPN-101, a dual ICOS and CD28 antagonist intended for the treatment of autoimmune and inflammatory diseases. Preclinical studies with ALPN-101 have demonstrated efficacy in models of systemic lupus erythematosus, or SLE, graft versus host disease, or GVHD, arthritis, inflammatory bowel disease, multiple sclerosis, type 1 diabetes, and Sj gren s syndrome. We have evaluated ALPN-101 in a Phase 1 healthy volunteer trial. We initiated a Phase 1b/2 study of ALPN-101 in patients with steroid-resistant or steroid-refractory active acute graft-versus-host disease, but terminated this study in June 2020. Our lead oncology program is ALPN-202, a conditional CD28 costimulator and dual checkpoint inhibitor intended for the treatment of cancer. Preclinical in vivo data have demonstrated monotherapy efficacy in tumor models superior to approved therapies. In addition, ALPN-202 has a unique immuno-modulatory profile and has demonstrated evidence of anti-tumor immunity in preclinical models. Based on ALPN-202 s efficacy in preclinical models and favorable nonclinical safety and development profile, we have initiated NEON-1, a Phase 1 dose escalation and expansion study in patients with advanced malignancies. We intend to continue patient enrollment throughout 2020 and into 2021. Our third development program is ALPN-303, a dual B-cell cytokine antagonist, designed for the treatment of B-cell mediated diseases. We are currently conducting additional pre-clinical studies and manufacturing activities for ALPN-303 in anticipation of enabling clinical trials by the end of 2021. Our scientific platform has also generated immune modulatory proteins with the potential of improving engineered cellular therapies, or ECT, such as chimeric antigen receptor T cells, or CAR-T, T cell receptor-engineered T cells, or TCR-T, and tumor infiltrating lymphocytes, or TILs. In May 2019, we signed a collaboration and license agreement with Adaptimmune Therapeutics plc, or Adaptimmune, to develop next-generation SPEAR T-cell products which incorporate our secreted and transmembrane immunomodulatory protein (termed SIP and TIP ) technology. We intend to continue to leverage our existing pipeline and platform to actively explore and evaluate potential value-creating partnering opportunities. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(2) Amount of Registration Fee Shares of Common Stock, $0.001 par value per share 5,139,610 shares $10.55 $54,222,886 $7,039 Shares of Common Stock, $0.001 par value per share, issuable upon exercise of Common Stock Warrants issued as part of the units 1,779,096 shares $10.55 $18,769,463 $2,437 Shares of Common Stock, $0.001 par value per share, issuable upon exercise of Prefunded Warrants issued as part of the prefunded units 790,710 shares $10.55 $8,341,991 $1,083 Total 7,709,416 shares $81,334,340 $10,559 (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction. (2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, using the average of the high and low prices of the registrant's common stock as reported on The Nasdaq Global Market on August 5, 2020, which was approximately $10.55 per share. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission acting pursuant to such Section 8(a), may determine. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2020 Business Organization In July 2017, Alpine Immune Sciences, Inc. completed its business combination with Nivalis Therapeutics, Inc., a publicly held company. In connection with the merger, Nivalis Therapeutics, Inc. changed its name to Alpine Immune Sciences, Inc. Nivalis Therapeutics, Inc. was incorporated in Delaware in March 2007. Alpine Immune Sciences, Inc. (prior to its business combination with Nivalis Therapeutics, Inc.) was incorporated in Delaware in December 2014. Our principal executive office is located at 188 East Blaine Street, Suite 200, Seattle, WA, 98102. Our telephone number is (206) 788-4545. Our website is www.alpineimmunesciences.com. Information contained in, or that can be accessed through, our website is not a part of, and is not incorporated into, this prospectus. The Offering The selling stockholders named in this prospectus may offer and sell up to 7,709,416 shares of our common stock. Our common stock is listed on The Nasdaq Global Market under the symbol ALPN. We will not receive any of the proceeds from sales by the selling stockholders of any of the shares of common stock covered by this prospectus. We will receive proceeds from any cash exercise of warrants and prefunded warrants to purchase the shares included in the shares that are being offered by the selling stockholders hereunder. We intend to use any such proceeds to fund the development of our preclinical and clinical pipeline, including ALPN 101, in systemic lupus erythematosus, ALPN-202, in patients with advanced malignancies, ALPN-303 in B-cell-mediated inflammatory diseases, as well as for general corporate purposes. See Use of Proceeds on page 6. Throughout this prospectus, when we refer to the shares of our common stock, the offer and sale of which are being registered on behalf of the selling stockholders, we are referring to the shares of common stock that have been issued to or are issuable upon the exercise of warrants and prefunded warrants to the stockholders listed in Selling Stockholders on page 14, pursuant to the securities purchase agreement described below. When we refer to the selling stockholders in this prospectus, we are referring to the investors in our July 2020 private placement and, as applicable, any donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from the investors in our July 2020 private placement as a gift, pledge, or other non-sale related transfer. July 2020 Private Placement On July 24, 2020, we entered into a securities purchase agreement for a private placement with a select group of institutional investors, including Omega Funds, Avidity Partners, EcoR1 Capital, LLC, Invus Public Equities, L.P., and Samsara BioCapital and other accredited investors, which we collectively refer to as the Purchasers. Pursuant to the securities purchase agreement, the Purchasers purchased (a) 5,139,610 units, or Common Units, representing (1) 5,139,610 shares of our common stock, par value $0.001 per share, or the Shares, and (2) warrants to purchase up to an aggregate of 1,541,883 shares of common stock at an exercise price of $12.74 per share, subject to adjustments as provided under the terms of the warrants and (b) 790,710 units, or Prefunded Units, representing (1) prefunded warrants to purchase up to an aggregate of 790,710 shares of common stock at an exercise price of $0.001 per share, subject to adjustments as provided under the terms of the prefunded warrants, and (2) warrants to purchase up to an aggregate of 237,213 shares of common stock at an exercise price of $12.74 per share, subject to adjustments as provided under the terms of the warrants. The Common Units and the Prefunded Units are collectively referred to as the Units. The purchase price for each Unit was $10.1175, for an aggregate purchase price of approximately $60.0 million. The closing of the purchase and sale of the Units occurred on July 28, 2020. The warrants are immediately exercisable and have a 3.5 year term. The prefunded warrants are immediately exercisable. We also entered into a registration rights agreement with the Purchasers requiring us to register the resale of the Shares and the shares issuable upon exercise of the warrants and prefunded warrants. We are required to prepare and file a registration statement with the Securities and Exchange Commission, or the SEC, on the date on which we file our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, or the Filing Deadline, and to use commercially Subject to Completion, dated August 11, 2020 The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and the selling stockholders are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Alpine Immune Sciences, Inc. 7,709,416 Shares of Common Stock This prospectus relates to the disposition, from time to time, by the selling stockholders identified in this prospectus under the caption Selling Stockholders on page 14 of up to 7,709,416 shares of our common stock, including shares issuable upon the exercise of warrants to purchase our common stock and shares issuable upon the exercise of prefunded warrants to purchase our common stock. The selling stockholders or their permitted transferees or other successors-in-interest may, but are not required to, sell the shares of our common stock offered by this prospectus from time to time in a number of different ways and at varying prices as determined by the prevailing market price for shares or in negotiated transactions. See Plan of Distribution on page 17 for a description of how the selling stockholders may dispose of the shares covered by this prospectus. We do not know when or in what amount the selling stockholders may offer the shares for sale. We are not selling any shares of our common stock under this prospectus and will not receive any proceeds from the sale of shares of common stock by the selling stockholders. We will receive proceeds from the cash exercise of the warrants which, if exercised for cash with respect to all of the 1,779,096 shares of common stock underlying such warrants at the exercise price per share of $12.74, would result in gross proceeds to us of approximately $22.7 million. We also will receive proceeds from the cash exercise of the prefunded warrants which, if exercised for cash with respect to all of the 790,710 shares of common stock underlying such warrants at the exercise price per share of $0.001, would result in gross proceeds to us of approximately $791. We have agreed to pay certain expenses related to the registration of the offer and sale of the shares of common stock pursuant to the registration statement of which this prospectus forms a part. The selling stockholders will bear all commissions and discounts, if any, attributable to the sale of the shares. Our common stock is listed on The Nasdaq Global Market under the symbol ALPN. On August 10, 2020, the last reported closing sale price of our common stock on The Nasdaq Global Market was $10.40 per share. We are an emerging growth company and a smaller reporting company as defined under the federal securities laws, and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading Risk Factors starting on page 3 of this prospectus, and under similar headings in the documents that are incorporated by reference into this prospectus. reasonable efforts to have the registration statement declared effective within 25 days of the Filing Deadline if there is no review by the SEC, and within 90 days of the Filing Deadline in the event of such review.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001629606_driven_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001629606_driven_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001629606_driven_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001632081_makamer_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001632081_makamer_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..17fcc8c84107352148a767e98d0a7561f392b803
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001632081_makamer_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the sections entitled "Risk Factors," beginning on page 4 and "Cautionary Statement Regarding Forward-Looking Statements," beginning on page 8. About Hometown Hometown International, Inc. was incorporated on May 19, 2014 under the laws of the State of Nevada. The Company is the originator of a new Delicatessen concept. Through our wholly-owned subsidiary, Your Hometown Deli Limited Liability Company, we operate a delicatessen store that features "home-style" sandwiches and other entrees in a casual and friendly atmosphere. The store is designed to offer local patrons of all ages with a comfortable community gathering places. Targeted towards smaller towns and communities, the Company s sole unit was built in Paulsboro, New Jersey. On March 23, 2020, we were forced to temporarily close the delicatessen due to the stay-at-home order issued by the Governor of New Jersey on March 9, 2020, resulting from the outbreak of COVID-19, However, on September 8, 2020, the delicatessen was reopened for business. Warrants The Board of Directors of the Company authorized the issuance of warrants to all of the Company s shareholders of record as of April 15, 2020. As of such date, the Company issued to each shareholder of record: (i) five Class A Warrants, entitling the holder thereof to purchase five shares of the Company s common stock at an exercise price of $1.25 per share (the "Class A Warrants"), (ii) five Class B Warrants, entitling the holder thereof to purchase five shares of the Company s common stock at an exercise price of $1.50 per share (the "Class B Warrants"), (iii) five Class C Warrants, entitling the holder thereof to purchase five shares of the Company s common stock at an exercise price of $1.75 per share (the "Class C Warrants"), and (iv) five Class D Warrants, entitling the holder thereof to purchase five shares of the Company s common stock at an exercise price of $2.00 per share (the "Class D Warrants"), with each warrant expiring on April 15, 2035 (collectively, the "Warrants"). The Company issued an aggregate of 155,940,080 Warrants. As of the date of this prospectus, no Warrants have been exercised. Private Placement On April 14, 2020, we consummated private offers and sales (collectively, the "Private Placement") of an aggregate of 2,500,000 shares of common stock to Blackwell Partners LLC – Series A, STAR V Partners LLC and Maso Capital Investments Limited for gross cash proceeds to us of $2,500,000. These three investors are also Selling Shareholders, with respect to an aggregate of 1,500,000 of the purchased shares.. In addition to customary representations and warranties made by the parties in the subscription agreements, the Company agreed to discuss with each investor, at least on a quarterly basis, and in advance of any consideration taken by the Company, of its current plans to list on a national securities exchange. The Company also agreed not to take certain actions without the express written consent of one of such holders, including any change in management or to the board of directors, change the Company s independent public accountant, incurrence of any expense over $50,000, or any other material action. The Company further agreed to maintain its corporate existence and not sell all or substantially all of its assets, except when the surviving entity is a publicly traded entity which assumes the Company s obligations under the Warrants the investors received and under the Registration Rights Agreement. In connection with the Private Placement, the Company entered into Registration Rights Agreements with the investors pursuant to which the Company agreed to register the shares of common stock issued to said investors and the shares issuable upon the exercise of the Warrants. The Company intends to utilize the net proceeds from this private placement to explore and evaluate potential merger candidates for the Company and for general corporate purposes. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price Amount of Registration Fee (3) Common Stock, par value $0.0001 per share 2,783,637 $6.50 $18,093,640.50 $2,348.55 Total 2,783,637 $2,348.55 (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered hereby an additional indeterminate number of shares of the Registrant s Common Stock, $0.0001 par value (the "Common Stock") as may become issuable to the selling stockholders as a result of stock splits, stock dividends and similar transactions, and, in any such event, the number of shares registered hereby shall be automatically increased to cover the additional shares. (2) Estimated in accordance with Rule 457(c) under the Securities Act solely for the purpose of calculating the registration fee. (3) The registration fee was previously paid by the Registrant in connection with the filing of its Registration Statement on Form S-1 on June 8, 2020. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus or contained in any prospectus supplement or free writing prospectus filed with the Securities and Exchange Commission (the "SEC"). Neither we nor the selling shareholders have authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the SEC. The selling shareholders are offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our Common Stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: Neither we nor the selling shareholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Common Stock and the distribution of this prospectus outside the United States. As used in this prospectus, unless otherwise designated, the terms "we," "us," "our," the "Company," "Hometown" and "our company" refer to Hometown International, Inc. a Nevada corporation, and its wholly-owned subsidiary described below. Going Concern As reflected in the accompanying consolidated financial statements, the Company used cash in operations of $156,671, has an accumulated deficit of $806,920, and has a net loss of $149,341 for the year ended December 31, 2019. We may not have sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company s ability to raise additional capital and implement its business plan. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. On March 23, 2020, we were forced to temporarily close the delicatessen due to the stay-at-home order issued by the Governor of New Jersey on March 9, 2020, resulting from the outbreak of COVID-19. As of March 30, 2020, we had $11,245 of cash on hand, and a cash burn rate of approximately $13,000 per month. Therefore, our independent auditors issued a going concern opinion in connection with the audit of the Company s consolidated financial statements for the year ended December 31, 2019. The report of our independent registered public accounting firm on our audited consolidated financial statements as of December 31, 2019 and 2018 and for each of the two years then ended includes an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern based upon our recurring losses, cash used in operations and accumulated deficit. On September 8, 2020, the delicatessen was reopened for business. There will be no assurances that we will be able to generate sufficient revenues. We are unable to estimate the ultimate impact of the COVID-19 pandemic on our financial condition and future results of operations. Corporate Information Our common stock offered in this prospectus is quoted on the OTC Pink under the symbol "HWIN". Our principal executive offices are located at 25 E. Grant Street, Woodstown, New Jersey 08098 and our telephone number is 856-759-9034. We do not have a website. Implications of Being an Emerging Growth Company We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include: a requirement to provide only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced "Management s Discussion and Analysis of Financial Condition and Results of Operations" disclosure; reduced disclosure about executive compensation arrangements; no non-binding advisory votes on executive compensation or golden parachute arrangements; and an exemption from the auditor attestation requirement in the assessment of internal control over financial reporting. We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we had total annual gross revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public offering; (iii) the date on which we had issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. To the extent that we continue to qualify as a "smaller reporting company," as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years. The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion. Dated ____ __, 2020. PRELIMINARY PROSPECTUS HOMETOWN INTERNATIONAL, INC. 2,783,637 shares of common stock This prospectus relates to the re-sale by the selling shareholders identified in this prospectus, or their assigns, each a Selling Shareholder and, collectively, the Selling Shareholders, of an aggregate of 2,783,637 shares of common stock, par value $0.0001 per share, of Hometown International, Inc., a Nevada corporation, or the Company. The shares offered by this prospectus may be sold by the Selling Shareholders or their transferees, pledgees, donees or assigns or other successors-in-interest that receive any of the shares as a gift, distribution, or other non-sale related transfer at the fixed price of $6.50 until such time as our shares are quoted on the on the over- the-counter bulletin board ("OTCBB"), the OTCQX, the OTCQB or listed on any other national securities exchange or automated interdealer quotation system, as described under "Plan of Distribution" herein. All net proceeds from the sale or other disposition of the shares of Common Stock covered by this prospectus will go to the Selling Shareholders. We will receive none of the proceeds from the sale or other disposition of the shares of common stock covered by this prospectus by the Selling Shareholders. We will bear all expenses of registration incurred in connection with this offering, but all selling and other expenses incurred by the Selling Shareholders will be borne by them. The Selling Shareholders may be deemed "underwriters" within the meaning of the Securities Act of 1933, as amended, in connection with the resale or other disposition of the shares of common stock covered by this prospectus. Our Common Stock is quoted on the OTC Pink under the symbol "HWIN" On September 21, 2020, the closing price per share of our Common Stock as quoted on the OTC Pink was $9.50 per share. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision. We are an "emerging growth company" as defined under the federal securities laws, and, as such, are eligible for reduced public company reporting requirements. See "Prospectus Summary—Implications of Being an Emerging Growth Company" on page 1 of this prospectus. Investing in our Common Stock involves risks. You should carefully read the "Risk Factors" beginning on page 4 of this prospectus before investing. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is ____________ __, 2020. THE OFFERING Securities Offered by the Selling Shareholders 2,783,637 shares of common stock. Trading Market The common stock offered in this prospectus is quoted on the OTC Pink under the symbol "HWIN". In the future, we intend to seek to have our common stock listed on a national securities exchange. However, we may not be successful in having our shares listed on a national securities exchange. Common Stock Outstanding Before this Offering 7,797,004 Common Stock Outstanding After this Offering 7,797,004 Use of Proceeds The Selling Shareholders will receive all of the net proceeds from the sale of shares of Common Stock in this offering. See "Use of Proceeds". Plan of Distribution The Selling Shareholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents only at the fixed price of $6.50 until such time as our shares are quoted on the OTCBB, the OTCQX, the OTCQB or listed on any other national securities exchange or automated interdealer quotation system. Registration of the Common Stock covered by this prospectus does not mean, however, that such shares necessarily will be offered or sold. See "Plan of Distribution".
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001633070_axcella_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001633070_axcella_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001633070_axcella_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001638381_intec_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001638381_intec_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d7492b2b11ef614da2dfb1885964f52820ef9560
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001638381_intec_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1 RISK FACTORS 4 USE OF PROCEEDS 5 SELLING SHAREHOLDERS 6 DESCRIPTION OF OFFERED SECURITIES 8 PLAN OF DISTRIBUTION 12 LEGAL MATTERS 14 EXPERTS 14 WHERE YOU CAN FIND MORE INFORMATION 14 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 15 ENFORCEABILITY OF CIVIL LIABILITIES 16 PROSPECTUS SUMMARY The following summary highlights certain information contained elsewhere in or incorporated by reference into this prospectus. Because this is only a summary, however, it does not contain all the information you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere in or incorporated by reference into this prospectus. Before you make an investment decision, you should read this entire prospectus carefully, including the risks of investing in our securities discussed under the section of this prospectus entitled "Risk Factors" and similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part. Overview We are a clinical stage biopharmaceutical company focused on developing drugs based on our proprietary Accordion Pill platform technology, which we refer to as the Accordion Pill. Our Accordion Pill is an oral drug delivery system that is designed to improve the efficacy and safety of existing drugs and drugs in development by utilizing an efficient gastric retention, or, GR and specific release mechanism. Our product pipeline currently includes several product candidates in various stages. Our leading product candidate, Accordion Pill Carbidopa/Levodopa, or, AP-CD/LD, is being developed for the indication of treatment of Parkinson s disease symptoms in advanced Parkinson s disease patients. In July 2019, we announced top-line results from our pivotal Phase III clinical for AP-CD/LD for the treatment of advanced Parkinson s disease known as the ACCORDANCE study in which the ACCORDANCE study did not meet its target endpoints. While AP-CD/LD provided treatment for Parkinson s disease symptoms, it did not demonstrate statistically superiority over immediate release CD/LD on the primary endpoint of OFF time reduction under the conditions established in the protocol. Treatment-emergent adverse effects observed with AP-CD/LD were generally consistent with the known safety profile of CD/LD formulations and no new safety issues were observed throughout the double-blinded study, during the gastroscopy safety sub-study or the 12-month open-label extension study. From our review of the data, we have observed a meaningful reduction in OFF time in certain subsets of patients. We have completed the analysis of the full data set and we are currently seeking to partner AP-CD/LD as the basis for the strategy for AP-CD/LD moving forward. Previously, we successfully completed a Phase II clinical trial for AP-CD/LD for the treatment of Parkinson s disease symptoms in advanced Parkinson s disease patients and in February 2019, we announced that AP-CD/LD met the primary endpoint in a pharmacokinetic, or PK study, comparing the AP-CD/LD 50/500mg dosed three times daily, the most common dose used in our ACCORDANCE study, to 1.5 tablets of CD/LD immediate release (Sinemet ) 25/100 dosed five times per day in Parkinson s disease patients. We have invested in the commercial scale manufacture of AP-CD/LD, for which we are in partnership with LTS Lohmann Therapie-Systeme AG (LTS) in Andernach, Germany. In October 2019, we completed the qualification studies for the commercial scale manufacture of the Accordion Pill and we have initiated the validation and stability studies which are expected to serve as the clinical material for the next Phase 3 clinical trial plan. In addition, we have initiated a clinical development program for our Accordion Pill platform with the two primary cannabinoids contained in cannabis sativa, which we refer to as AP-Cannabinoids. We are formulating and testing CBD and THC for the treatment of various pain indications. AP-Cannabinoids are designed to extend the absorption phase of CBD and THC, with the goal of more consistent levels for an improved therapeutic effect, which may address several major drawbacks of current methods of treatment, such as short duration of effect, delayed onset, variability of exposure, variability of the administered dose and adverse events that correlate with peak levels. In March 2017, we initiated a Phase I single-center, single-dose, randomized, three-way crossover clinical trial in Israel to compare the safety, tolerability and PK of AP-THC/CBD with Sativex , an oral buccal spray containing CBD and THC that is commercially available outside of the United States. Initial results demonstrated that the Accordion Pill platform is well suited to safely deliver CBD and THC with significant improvements in exposure compared with Sativex . In December 2018, we initiated a PK study of AP-THC and the results of the study demonstrate that the custom designed AP delivery system in the AP-THC PK study did not meet our expectations. We are continuing to advance the AP-Cannabinoids clinical development program and we are seeking to launch a PK study with the optimized AP-THC in 2020. While the ACCORDANCE results were not what we expected, we continue to believe in the potential of the Accordion Pill platform. In December 2018, we reported that we successfully developed an Accordion Pill for a Novartis proprietary compound that met the required in vitro specifications set forth in a feasibility agreement with Novartis. In 2019 we completed the human PK study and its results demonstrated that the AP met the technical requirements set forth by Novartis. In December 2019, Novartis, following an internal and revised commercial strategic assessment, advised us that this program no longer meets Novartis mid to long-term strategic goals. Novartis paid us $1.5 million on conclusion of the program. We restructured our clinical manufacturing planned to support this program in order to reduce costs. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price per Security(2) Proposed Maximum Aggregate Offering Price(2) Amount of Registration Fee Ordinary shares, no par value (3) 8,145,976 $ 0.3665 $ 2,985,500.20 $ 387.52 Total 8,145,976 $ 0.3655 $ 2,985,500.20 $ 387.52 (1) This registration statement also includes an indeterminate number of securities that may become offered, issuable or sold to prevent dilution resulting from share splits, share dividends and similar transactions, which are included pursuant to Rule 416 under the Securities Act of 1933, as amended. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as amended, based on the average of the equivalent high and low sales prices of ordinary shares on the Nasdaq Capital Market on June 2, 2020. (3) Consists of 8,145,976 ordinary shares issuable upon the exercise of warrants issued in a private placement in May 2020. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC s website or its offices described below under the heading "Where You Can Find More Information". You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and the selling shareholders have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus are required to inform themselves about and observe any such restrictions. This prospectus is not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained in this prospectus and the documents incorporated by reference in this prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective documents regardless of the time of delivery of this prospectus when any sale of our securities occurs. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus and the documents incorporated by reference in this prospectus in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus entitled "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference." This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled "Where You Can Find More Information." We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. This prospectus incorporates by reference market data and certain industry data and forecasts that were obtained from market research databases, consultant surveys commissioned by us, publicly available information, reports of governmental agencies and industry publications and surveys. Industry surveys, publications, consultant surveys commissioned by us and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. We have relied on certain data from third-party sources, including internal surveys, industry forecasts and market research, which we believe to be reliable based on our management s knowledge of the industry. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus or in any document incorporated by reference, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings "Risk Factors" in this prospectus, and under similar headings in the other documents that are incorporated herein by reference. Certain figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. When used herein, unless the context requires otherwise, references to the "Company," "we," "our," and "us" refer to Intec Pharma Ltd., an Israeli company, and its U.S. subsidiary Intec Pharma Inc., unless the context otherwise requires. In May 2019, we reported entering into a research collaboration agreement with Merck for the development of a custom-designed AP for one of Merck s proprietary compounds that met the required in vitro specifications. We aim to initiate an in-vivo study in 2020. We continue to advance discussions with other potential pharmaceutical partners for the development of new custom-designed APs. We believe the data from our ACCORDANCE trial enhances those discussions as it validates the AP platform and provides long-term safety data. In late 2019, a novel strain of COVID-19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to countries across the globe, including in Israel and the United States. Many countries around the world, including in Israel and the United States, have implemented significant governmental measures to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct of business. We implemented remote working and work place protocols for our employees in accordance with government requirements. The implementation of measures to prevent the spread of coronavirus have resulted in disruptions to our partnering efforts which depend, in part, on attendance at in-person meetings, industry conferences and other events. It is still too early to assess the full impact of the coronavirus outbreak and the extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus or treat its impact. May 2020 Financing On May 6, 2020, we completed a registered direct offering with certain institutional investors pursuant to which we sold 16,291,952 ordinary shares at a purchase price per share of $0.3069 for aggregate gross proceeds of approximately $5.0 million, before deducting fees payable to the placement agent and other estimated offering expenses payable by us. In a concurrent private placement, we issued to the investors in the offering warrants to purchase up to 8,145,976 ordinary shares. The warrants are immediately exercisable and expire five and one-half years from issuance at an exercise price of $0.245 per share, subject to adjustment as set forth therein. The warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares underlying the warrants. Company Information Our registered office and principal place of business is located at 12 Hartom Street, Har Hotzvim, Jerusalem 9777512, Israel and our telephone number in Israel is +972 (2) 586 4657. Our website address is http://www.intecpharma.com. The information contained on our website or available through our website does not constitute part of this prospectus. Our registered agent in the United States is Intec Pharma, Inc., whose address is 3 Columbus Circle – 15th Floor, New York, NY 10019 USA. The information in this preliminary prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JUNE 5, 2020 INTEC PHARMA LTD. 8,145,976 Ordinary Shares This prospectus relates to the resale, by the selling shareholders identified in this prospectus, of an aggregate of up to 8,145,976 ordinary shares, no par value, shares of Intec Pharma Ltd. issuable upon the exercise of warrants issued in a private placement in May 2020, or the Private Placement. The selling shareholders are identified in the table commencing on page 6. We will not receive any proceeds from the sale of the ordinary shares by the selling shareholders. All net proceeds from the sale of the ordinary shares covered by this prospectus will go to the selling shareholders. However, we may receive the proceeds from any exercise of warrants if the holders do not exercise the warrants on a cashless basis. See "Use of Proceeds." The selling shareholders may sell all or a portion of the ordinary shares from time to time in market transactions through any market on which our ordinary shares are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See "Plan of Distribution". Our ordinary shares are traded on the Nasdaq Capital Market under the symbol "NTEC." The closing price of our ordinary shares, as reported on the Nasdaq Capital Market on June 4, 2020 was $0.42. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and, as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. Investing in our securities involves risks. See the section entitled "Risk Factors" included in or incorporated by reference into the prospectus and in the documents we incorporate by reference in this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is June , 2020 FORWARD-LOOKING STATEMENTS This prospectus, including the information incorporated by reference into this prospectus, contains statements that are forward-looking statements about our expectations, beliefs or intentions regarding, among other things, our product development efforts, business, financial condition, results of operations, strategies, plans and prospects. In addition, from time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Forward-looking statements can be identified by the use of forward-looking words such as "believe," "expect," "intend," "plan," "may," "should," "anticipate," "could," "might," "seek," "target," "will," "project," "forecast," "continue" or their negatives or variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical matters. These forward-looking statements may be included in, among other things, various filings made by us with the SEC, press releases or oral statements made by or with the approval of one of our authorized executive officers. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to: we are a clinical stage biopharmaceutical company with a history of operating losses, are not currently profitable, do not expect to become profitable in the near future and may never become profitable; our independent registered public accounting firm has expressed substantial doubt regarding our ability to continue as a going concern; our ability to obtain additional financing; the impact of the outbreak of the coronavirus on our operations; because of our limited operating history, we may not be able to successfully operate our business or execute our business plan; our ability to enter into collaborative, licensing, and other commercial relationships and on terms commercially reasonable to us we face continuous technological change, and developments by competitors may render our products or technologies obsolete or non-competitive. If our new or existing product candidates are rendered obsolete or non-competitive, our marketing and sales will suffer and we may never be profitable; we license our core technology on an exclusive basis from Yissum (Hebrew University), and we could lose our rights to this license if a dispute with Yissum arises or if we fail to comply with the financial and other terms of the license; if we fail to adequately protect, enforce or secure rights to the patents which were licensed to us or any patents we may own in the future, the value of our intellectual property rights would diminish and our business and competitive position would suffer; our product candidates are at various stages of preclinical and clinical development and may never be commercialized; we cannot be certain that the results of any future clinical trial, even if all endpoints are met, will support regulatory approval of any of our product candidates for any indication; our product candidates are subject to extensive regulation and are at various stages of regulatory development and may never obtain regulatory approval; we are subject to anti-kickback laws and regulations. Our failure to comply with these laws and regulations could have adverse consequences to us; potential political, economic and military instability in the State of Israel, where some of our senior management, our head executive office, research and development, and manufacturing facilities are located, may adversely affect our results of operations; and our ability to remain listed on the Nasdaq Capital Market. We believe these forward-looking statements are reasonable; however, these statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors that may cause our or our industry s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in this prospectus in greater detail under the heading "Risk Factors" and elsewhere in this prospectus. Given these uncertainties, you should not rely upon forward-looking statements as predictions of future events. All forward-looking statements attributable to us or persons acting on our behalf speak only as of the date hereof and are expressly qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligations to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, except as required by law. In evaluating forward-looking statements, you should consider these risks and uncertainties and not place undue reliance on our forward-looking statements. The Offering Securities we are offering An aggregate of up to 8,145,976 ordinary shares, no par value, shares of Intec Pharma Ltd. issuable upon the exercise of warrants issued in the Private Placement. Ordinary shares outstanding at June 4, 2020 69,265,532 ordinary shares. Use of proceeds We will not receive any proceeds from the sale of the ordinary shares by the selling shareholders. All net proceeds from the sale of the ordinary shares covered by this prospectus will go to the selling shareholders. However, we may receive the proceeds from any exercise of warrants if the holders do not exercise the warrants on a cashless basis. See the section of this prospectus titled "Use of Proceeds." Nasdaq Capital Market Symbol NTEC.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001639234_china-vtv_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001639234_china-vtv_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8de519fa20f3f0aa9481ecd4a23fb945ffd7e695
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001639234_china-vtv_prospectus_summary.txt
@@ -0,0 +1,263 @@
+PROSPECTUS SUMMARY
+ 
+ This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our financial statements and the related notes and the information set forth under the headings Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations in each case included elsewhere in this prospectus.
+ 
+ Unless the context otherwise requires, references to we, our, us, or the Company in this prospectus mean China VTV Limited on a consolidated basis with its wholly-owned subsidiaries.
+ 
+ Company Overview
+ 
+ We are an internet-based online entertainment media company with focuses on audience interaction, entertainment and promotion of young artists (actors, singers and entertainers). The Company is primarily engaged in broadcasting news, videos, television shows, tourists programs and other entertainment programs through its application (or App ) over the internet. Our broadcasting programs can be played via smart TVs, our application or App on both IOS and Android mobile phones or tablets, computers, and satellite TVs. The Company also produces certain original news programs, travel programs, and other entertainment shows, and adapts original literature into internet TV shows, internet movies and video games. 
+ 
+ The Company has developed a blockchain-operated cloud-based platform (the APP Platform ) that distributes streaming media as a standalone product directly to viewers over the Internet, bypassing telecommunications, multichannel television, and broadcast television platforms that traditionally act as a controller or distributor of such content. The Company has built the technology to distribute media programs on smart TVs, computers, Android smart phones via its App (collectively, the End Devices ) and through multiple social media channels, such as Weibo, Facebook and YouTube.
+ 
+ The Company has an audience of approximately three million and eight hundred thousand (3,800,000) viewers that either follow its social media channels or watch its media programs on End Devices. The Company is at the stage of expanding its viewer base and intends to generate revenue and profits from subscription fees, advertisements and online video games. The Company has started generating revenue; however, there can be no assurance that the Company will grow its revenue or reach profitability as expected or at all.
+ 
+ 
+ 5
+ 
+
+ Table of Contents
+ 
+ 
+ On February 24, 2020, the Company completed the acquisition of Butterfly Effect Culture Media (Beijing) Co., Ltd., a corporation formed under the laws of China ( Butterfly Effect ), contemplated under the Acquisition Agreement dated December 18, 2019, as amended, pursuant to which the Company effectively controls Butterfly Effect via a series of variable interest entity agreements. Butterfly Effect is a literature and media company that devoted to literary adaptation to another medium, such as television shows, movies, audible books or video games. Butterfly Effect s business chain starts from composing books or scripts, licensing copyrights, producing moving pictures or video games to eventually distributing the moving pictures, audio products and video games on the internet. With the addition of Butterfly Effect, we expanded our internet media platform business into the content production business and hope that our blockchain cloud-based APP Platform and the content production business may benefit from each other, although there is no assurance of any of such benefits or advantages. 
+ 
+ Through mergers and acquisitions, we have become an internet-based online entertainment media company with focuses on audience interaction, entertainment and business opportunities. The Company s goal is to build fantasy for young entertainment people and create entertainment value for audience. As of the date of this prospectus, the Company primarily distributes news, produces moving pictures and video games, and involves in copyrights commerce. The Company s executive offices are located at New Times Centre, 393 Jaffe Road, Suite 17A, Wan Chai, Hong Kong and its telephone number at such address is +85267353339.
+ 
+ Recent Developments 
+ 
+ Butterfly Effect Acquisition
+ 
+ On December 18, 2019, the Company, VTV Global Culture Media (Beijing) Co., Ltd., a Chinese wholly foreign owned entity and a wholly-owned subsidiary of the Company ( WFOE ), Butterfly Effect, and each and all of Butterfly Effect s shareholders (each, a Butterfly Effect Shareholder , and collectively, Butterfly Effect Shareholders ) entered into a business acquisition agreement (the Butterfly Effect Acquisition Agreement ), pursuant to which the Company, through its WFOE, acquired Butterfly Effect through a series of management agreements (the Butterfly Effect VIE Agreements ) to effectively control and own Butterfly Effect (the Butterfly Effect Acquisition ). 
+ 
+ On February 24, 2020 (the Butterfly Effect Acquisition Closing Date ), the Company and Butterfly Effect completed the transactions contemplated under the Acquisition Agreement, as amended (the Closing ), pursuant to which the Company effectively controls Butterfly Effect via the VIE Agreements, which were executed by the WFOE, Butterfly Effect and each Butterfly Effect Shareholder. In accordance with the terms of the Acquisition Agreement, the Company issued a total of 24,000,000 restricted shares (the Stock Consideration ) of its common stock, par value $0.001 per share, to the Butterfly Effect Shareholders at the stipulated price of $4.00 per share and 1,680,000 restricted shares of common stock to the broker of this Acquisition for introduction and facilitating the completion of the Acquisition. 
+ 
+ Shortly after the execution of this Butterfly Effect Acquisition Agreement, the Company, Butterfly Effect and each Butterfly Effect Shareholder entered into two amendments to the Acquisition Agreement, Amendment No. 1 and Amendment No. 2 to reflect updated understandings. In accordance with the Butterfly Effect Acquisition Agreement as amended, in consideration for the effective control over Butterfly Effect and in addition to the Stock Consideration, the Company agreed to pay a total of RMB 288,000,000 (the Cash Consideration ) (equivalent to $42,020,485 U.S. dollars at the closing exchange rate published by Bloomberg L.P. on September 8, 2020) to the Butterfly Effect Shareholders pro rata over a period of time ending on December 31, 2021 pursuant to a schedule as set forth in Amendment No. 1.
+ 
+ 
+ 6
+ 
+
+ Table of Contents
+ 
+ 
+ In addition, the Butterfly Effect Acquisition Agreement and its amendments provide that in the event that Butterfly Effect fails to meet the net profit milestones as set forth in the Butterfly Effect Acquisition Agreement, each Butterfly Effect Shareholder shall return the Common Stock or equivalent amount of cash (the Claw-back ) according to the following formula:
+ 
+ Shares of Common Stock to be Returned by Each Butterfly Effect Shareholder
+ 
+ =3.8* (the Accumulated Net Income Milestone Actual Accumulated Net Income for the First, Second and Third Fiscal Years)*Target Shareholder Equity Percentage the Closing per Share price at One Day Prior to the Return Date 
+ 
+ However, subject to the Claw-back provision described above, the Butterfly Effect Acquisition Agreement prescribes that if the Company does not make payments of at least half of the Cash Consideration to the Butterfly Effect Shareholders within one (1) year commencing on the first trading day (excluding the first trading day) of the Common Stock on a national stock exchange, i) the Butterfly Effect shall have the right to appoint the majority of the Company s Board and manage and operate the Company and its subsidiaries and ii) each of the Butterfly Effect Shareholders shall have the right to receive the number of shares of the Common Stock equal to the result of (the total amount of Cash Consideration the sum of cash received by the Butterfly Effect Shareholders)/ $2.00 per share* Butterfly Effect Shareholder Equity Percentage.
+ 
+ A copy of the Butterfly Effect Acquisition Agreement was filed as Exhibit 10.1 to a current report on Form 8-K on December 23, 2019. The audited financial statements of Butterfly Effect for the years ended December 31, 2019 and 2018 are included in this prospectus. 
+ 
+ Strategic Development with CybEye and Chief Technology Officer
+ 
+ On September 30, 2019, the Company entered into a strategic development agreement (the Strategic Development Agreement ) with CybEye Image, Inc. ( CybEye ), pursuant to which CybEye is developing and providing technical support and maintenance to the Company s online streaming media platform ( APP Platform ) and incorporating the blockchain technologies to the Company s APP Platform to enhance security. The Strategic Development Agreement shall continue in full force and effect until September 29, 2022. During the term of the Strategic Development Agreement, CybEye will develop the APP Platform only for the Company, and will not engage in providing any services to other media companies. Subject to the terms and conditions of the Strategic Development Agreement, the Company shall issue to CybEye two million and five hundred thousand (2,500,000) shares of its unissued and registered common stock at one time and forty thousand (40,000) shares its unissued and registered common stock per month during the term of the Strategic Development Agreement upon the effectiveness of a registration statement to register those shares. Pursuant to the terms of the Strategic Development Agreement, upon listing of the Company s common stock on a national stock exchange market, the Company shall make a cash payment of $150,000 to CybEye instead of the stock payment at the end of each whole month for CybEye s services pursuant to this Agreement. Further pursuant to an amendment dated July 23, 2020 to the Strategic Development Agreement, in the event that the Company issues and sells its common stock in a public offering facilitated by a broker-dealer or investment bank at a price less than $4.00 per share (the Better Price ) within the following twelve (12) months from September 30, 2019, the Company agreed to grant CybEye options to purchase a number of shares of the Company s common stock which is calculated by multiplying the difference of $4.00 and the Better Price by 2,500,000, then dividing the product by the Better Price, at an exercise price equaling to the Better Price.
+ 
+ In connection with the Strategic Development Agreement, on September 30, 2019, the Company and CybEye entered into a non-exclusive licensing agreement (the Licensing Agreement ), which was amended on December 13, 2019. Pursuant to the Licensing Agreement, as amended, the Company and its affiliates were granted a fully-paid non-exclusive right and license for a term of twenty (20) years to use and develop any intellectual property and proprietary information, including, without limitation, any patents and trademarks as set forth in Schedule A thereto, which CybEye owns, to carry out the purposes and goals of the Strategic Development Agreement.
+ 
+ In addition, on September 30, 2019, the Company and Mr. Bing Liu (the Executive ) entered into an executive employment agreement (the Executive Employment Agreement ), in accordance with which, subject to the approval of the board of directors of the Company (the Board ), the Executive serves as the Chief Technology Officer ( CTO ) of the Company for a term of three (3) years. 
+ 
+ Copies of the Strategic Development Agreement, Licensing Agreement, and Executive Employment Agreement were filed in a current report on Form 8-K on October 3, 2019 and the amendment to the Licensing Agreement was filed in a current report on Form 8-K on December 17, 2019. As of the date of this prospectus, our blockchain-operated App is available for downloading for both iPhone and Android mobile phone users. At the time of this prospectus, we continue our efforts to recruit more mobile phone users to use our App to watch our online media programs. 
+ 
+ 
+ 7
+ 
+
+ Table of Contents
+ 
+ 
+ Xin Mei Culture Distribution Co., Ltd.
+ 
+ The Company engaged Xin Mei Culture Distribution Co., Ltd. ( Xin Mei Technology ) to develop the cloud technology and internet services which are integral to the establishment and maintenance of the first generation of the media platform, the OTT Platform . On December 22, 2016, China VTV (HK) and Xin Mei Technology entered into the OTT development and maintenance agreement (the OTT Development Agreement ) pursuant to which Xin Mei Technology provided the information technology to build and update a customized OTT Platform for China VTV(HK), through which China VTV (HK) may distribute its programs and shows to the audiences End Devices. The term of the OTT Development Agreement was five years. The total consideration of the OTT Development Agreement was an aggregate of thirty million (RMB 30,000,000) Chinese dollars (equivalent to $4,474,673 U.S. dollars), which was payable over the five-year period in the combination of cash and the Company s stock. Later the Company and Xin Mei Technology mutually agreed to terminate the OTT Development Agreement due to changes to the Company s business needs for new technologies. On December 31, 2018, the Company and Xin Mei Technology entered into a termination agreement, pursuant to which Xin Mei ceased its maintenance services to the Company s OTT Platform on December 31, 2018 and also waived the Company s obligation to pay the balance of service fee balance of RMB 16,000,000 in cash or the Company s common stock. Currently, we are operating through our second generation media distribution platform, APP Platform, which incorporates the blockchain and cloud technologies. 
+ 
+ Business Strategy
+ 
+ The Company s business is based on the blockchain cloud-based APP Platform and internet and develops through various popular social media accounts or channels to distribute both live programs and recorded video programs to certain Chinese-speaking communities outside mainland China. The Company intends to produce customized live programs and commercials for enterprises, non-profit and non-government organizations and municipalities and distribute such contents through its media channels. In addition, the Company plans to develop more members and solicit subscription fees from new members and produce advertisement revenues in the near future.
+ 
+ As of the date of this prospectus, the Company has attracted approximately three million and eight hundred thousand (3,800,000) viewers or subscribers to its programs, most of whom reside in Malaysia, Singapore, Hong Kong, Taiwan, Indonesia, the United States, and Australia. The Company aims to expand its viewer base to other countries, with a focus on Asia, Europe and North America.
+ 
+ Through strategic mergers and acquisitions, the Company is expanding into related business. The Management and Board of Directors of the Company is integrating Butterfly Effect to realize certain synergies that can be brought by the Butterfly Effect Acquisition. For example, Butterfly Effect may in the future distribute its TV shows, movies and video games on the APP Platform to reach audience outside mainland China. Also Butterfly Effect can produce live broadcasting programs designed by the Company. We believe that the addition of Butterfly Effect may boost our influence in the internet media industry. 
+ 
+ In the next few years, the Company will emphasize on certain ways to enhance its entertainment value and audience interaction of the APP Platform, such as new programs and applications. The Company plans to expand its footprints in the following areas:
+ 
+ 
+ 1. 
+ Constructing and/or purchasing LED outdoor screens in the next two years of up to 500 square meters (approximately 5,382 square feet) for advertisement purposes in major cities, such as Hong Kong, Kula Lumpur, and Taipei. 
+
+ 
+ 
+ 
+
+ 
+ 2. 
+ Creating various live internet programs, such as online live Le Xue Internet Anchorwoman , which the Company believes will reflect the youth s new life styles and new knowledge and technologies. 
+
+ 
+ 
+ 
+
+ 
+ 3.
+ Focusing on introducing new video games to the APP Platform to increase the entertainment value of our platform.
+
+ 
+ 
+ 
+
+ 
+ 4.
+ Improving the artificial intelligence and blockchain technologies in our APP Platform to enhance our viewers privacy and online live broadcasting stability. 
+
+ 
+ 
+ 
+
+ 
+ 5.
+ Entering into the U.S. movie industry by first establishing a Los Angeles based subsidiary in the movie entertainment business.
+
+ 
+ 
+ 
+ 8
+ 
+
+ Table of Contents
+ 
+ 
+ Corporate History and Information 
+ 
+ The Company was incorporated in the State of Nevada, originally under the name T-Bamm, on February 19, 2015. The Company was organized to sell Bamboo T-Shirts over the internet. On February 9, 2018, the Company changed its name from T-Bamm to China VTV Limited and switched its business from the clothing retail store business to the internet media, moving picture entertainment, internet advertisement and outdoor advertisement. 
+ 
+ On March 15, 2019, the Company and Mr. Guoping Chen, the then-Principal Executive Officer and President of the Company, entered into a share exchange agreement (the Share Exchange Agreement ) with China VTV Ltd. ( China VTV (HK) ), a Hong Kong company, and all of its shareholders ( China VTV (HK) Shareholders ), pursuant to which the Company acquired all of the issued and outstanding shares of common stock of China VTV (HK) from the China VTV (HK) Shareholders by issuing an aggregate of 110,550,000 restricted shares of common stock of the Company (the Stock Exchange ) to China VTV (HK) Shareholders pro rata upon closing of the Stock Exchange. Upon closing of the Stock Exchange, China VTV (HK) became a wholly-owned subsidiary of the Company and China VTV (HK) Shareholders now collectively own approximately 51.29% of the then issued and outstanding shares of the Company s common stock on a fully diluted basis. 
+ 
+ On May 6, 2019, pursuant to the Share Exchange Agreement, China VTV (HK) became a wholly-owned subsidiary of the Company, the acquisition was treated as a reverse acquisition, and China VTV (HK) s business became the Company s business. At the time of the Reverse Merger, the Company was not engaged in any active business. 
+ 
+ China VTV (HK) was incorporated on January 9, 2015 under the laws of the Special Administrative Region of Hong Kong. The authorized capital stock of China VTV (HK) is 1,000,000 shares, all of which were issued and outstanding prior to the closing of the Share Exchange. China VTV (HK) did not update its shareholder registration when the investors or new shareholders invested in it. The Share Exchange Agreement was signed and agreed by all of the shareholders or beneficial owners of China VTV (HK).
+ 
+ On December 18, 2019, the Company, the WFOE, Butterfly Effect, and each Butterfly Effect Shareholder entered into the Butterfly Effect Acquisition Agreement, pursuant to which the Company, through its WFOE, acquired Butterfly Effect through the Butterfly Effect VIE Agreements to effectively control and own Butterfly Effect. On February 24, 2020, the Company and Butterfly Effect completed the transactions contemplated under the Acquisition Agreement, as amended, and as a result the Company added a new line of business of literary adaptation. Butterfly Effect was incorporated on February 23, 2016 under the laws of the PRC. Butterfly Effect has one wholly owned subsidiary registered in Khorgas, Xinjiang, China and five majority owned Chinese subsidiaries and has minority ownership interest in two Chinese subsidiaries.
+ 
+ The diagram below illustrates our corporate structure following the Stock Exchange and Butterfly Effect Acquisition.
+ 
+ 
+ The Company s consolidated financial statements for the year ended February 29, 2020 do not include the financial information of the following four non-wholly-owned subsidiaries: Hangzhou Wenye Culture Media Co., Ltd., Xinjin Butterfly Effect Culture Media Co, Ltd., Beijing Yi Butterfly Culture Media Co., Ltd., and Shenzhen Coconut Movies Co., Ltd. 
+ 
+ A number of shareholders of China VTV (HK) formed China VTV Corp., Ltd. under the laws of PRC to operate in mainland China, which has ceased its operations in April 2017. The Company does not believe there is any potential for a conflict of interest with the company in mainland China because it has ceased all operations.
+ 
+ 
+ 9
+ 
+
+ Table of Contents
+ 
+ 
+ THE OFFERING
+ 
+ Common stock offered by us
+ 
+ Up to 12,000,000 shares of Common Stock 
+
+ 
+ 
+ 
+
+ Maximum Offering Amount
+ 
+ $48,000,000. There is no minimum offering amount required as a condition to closing this offering and as a result the actual amount raised in this offering may be significantly less than the Maximum Offering Amount.
+
+ 
+ 
+ 
+
+ Shares of Common Stock outstanding prior to this offering
+ 
+ 286,280,000
+
+ 
+ 
+ 
+
+ Stock to be outstanding after this offering
+ 
+ Up to 298,280,000 shares
+
+ 
+ 
+ 
+
+ Assumed offering price per Share
+ 
+ $4.00
+
+ 
+ 
+ 
+
+ Gross Proceeds
+ 
+ $48,000,000 at maximum, before deducting any applicable fees, commissions, and expenses
+
+ 
+ 
+ 
+
+ Term of this offering
+ 
+ The Common Stock is being offered by the Company for a period of up to one hundred and eighty (180) days commencing on the date of the effectiveness of this registration statement. The offering will terminate at the earlier of (i) the date at which $48,000,000 of our shares have been sold; (ii) the date on which this offering is terminated by the Company in its sole discretion; or (iii) one hundred and eighty (180) days from the effectiveness of this Registration Statement.
+
+ 
+ 
+ 
+
+ Minimum Investment Amount
+ 
+ Each investor in this offering needs to purchase at least 125 shares or $500 of the Common Stock
+
+ 
+ 
+ 
+
+ Subscription Procedures
+ 
+ Investors interested in subscribing for the shares of Common Stock in this offering must complete and deliver to the Company a completed subscription agreement to the address provided in the subscription agreement. Upon receipt of the completed subscription agreement, the Company will inform the investor that it has accepted the subscription and promptly send notification of this acceptance if the Company decides to accept the subscription. Then the investor should deliver the purchase price for the number of shares being purchased by wire transfer in immediately available funds using the wire transfer instructions provided in the subscription agreement. Promptly following the receipt of purchase proceeds from the investor, the Company willnotify its transfer agent to either deliver the subscribed shares of Common Stock in a book entry form or in the investor s brokerage account as requested by the investor. All funds for subscriptions in the offering will be transmitted to the Company s bank account for immediate use by the Company. As a result, upon execution of the subscription agreement by the subscriber and acceptance by the Company, such subscription is irrevocable. The Company shall not offer and sell fractional shares in this Offering. 
+
+ 
+ 
+ 
+
+ 
+ 
+ There is no minimum offering amount required as a condition to closing this offering and as a result the actual amount raised in this offering may be significantly less than the Maximum Offering Amount.
+
+ 
+ 
+ 
+
+ Use of proceeds
+ 
+ See Use of Proceeds on page 29 of this prospectus.
+
+ 
+ 
+ 
+
+ Risk factors
+ 
+ See Risk Factors beginning on page 15 of this prospectus and the other information included in this prospectus for a discussion of factors you should carefully consider before investing in our securities.
+
+ 
+ 
+ 
+
+ OTC Pink trading symbol
+ 
+ CVTV
+
+ 
+ 
+ 
+ 10
+ 
+
+ Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001643269_sumo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001643269_sumo_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9897f5545ec1e5e94510eca7c3469f0201ac232f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001643269_sumo_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms Sumo Logic, the company, we, us, and our in this prospectus refer to Sumo Logic, Inc. and its consolidated subsidiaries. Our fiscal year end is January 31, and our fiscal quarters end on April 30, July 31, October 31, and January 31. Our fiscal years ended January 31, 2018, 2019, and 2020 are referred to herein as fiscal 2018, fiscal 2019, and fiscal 2020, respectively. SUMO LOGIC, INC. Overview Sumo Logic empowers organizations to close the intelligence gap. Sumo Logic is the pioneer of Continuous Intelligence, a new category of software, which enables organizations of all sizes to address the challenges and opportunities presented by digital transformation, modern applications, and cloud computing. Our Continuous Intelligence Platform enables organizations to automate the collection, ingestion, and analysis of application, infrastructure, security, and IoT data to derive actionable insights within seconds. Continuous intelligence leverages artificial intelligence and machine learning capabilities, and is provided as a multi-tenant cloud service that allows organizations to more rapidly deliver reliable applications and digital services, protect against modern security threats, and consistently optimize their business processes in real time. This empowers employees across all lines of business, development, IT, and security teams with the data and insights needed to address the technology and collaboration challenges required for modern business. With our Continuous Intelligence Platform, executives and employees have the intelligence they require to take prescriptive action in real time a modern business imperative. We live in the intelligence economy. Organizations can succeed or fail based on how well they understand and respond to what is happening inside their business. Reports, surveys, or monitoring alerts provided by traditional operational and security technologies and manual processes are no longer effective. Today, businesses generate data from multiple sources every touchpoint, customer interaction, and digital connection across an entire business and ecosystem. This represents an unprecedented volume of data that is growing at an extraordinary pace, which is, at best, difficult to digest and, at worst, an impediment to driving the speed of decision-making needed to compete in today s dynamic marketplaces. The risk of ignorance is monumental to a business. C-suite executives and business leaders are under increasing pressure to know exactly what is happening inside their business the moment it happens. As a result, employees across organizations are increasingly accountable for the overall health and security of their businesses at all times, and can no longer credibly hide behind gaps of intelligence. Intelligence gaps are rampant inside organizations due to multiple disparate systems, departmental silos, and an antiquated set of partial solutions that add more noise, obscuring the signal of truth that organizations seek. Organizations that cannot close the intelligence gap will not only get left behind, they will get lapped. Addressing the intelligence gap by hiring more people or working longer hours is insufficient organizations must increase their collective intelligence. Businesses thriving in the intelligence economy are taking a completely different approach to solving the intelligence gap, by seeking out solutions that provide real-time continuous intelligence that improves how they Table of Contents Index to Financial Statements The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS (Subject to Completion) Issued September 8, 2020 14,800,000 Shares Common Stock Sumo Logic, Inc. is offering 14,800,000 shares of its common stock. This is an initial public offering and no public market currently exists for our shares. It is currently estimated that the initial public offering price per share will be between $17.00 and $21.00. We have been approved to list our common stock on the Nasdaq Global Select Market under the symbol SUMO . We are an emerging growth company as that term is defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001647170_tapinator_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001647170_tapinator_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5987743cced76b06b8d27d1339b0bf839ac684e6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001647170_tapinator_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights certain significant aspects of our business and this offering and is a summary of information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before deciding to invest in our securities. You should read the entire prospectus carefully, including Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, Business, and our financial statements and related notes thereto included in this prospectus, before making an investment decision. Tapinator, Inc. Our mission is to become one of the leading mobile gaming and social-casino companies in the world. Overview We develop and publish apps for mobile platforms that we believe can be leaders within their respective categories, with a focus on social-casino games. We refer to these titles as Category Leading Apps. Our library includes over 300 titles that, collectively, have achieved over 500 million mobile downloads, including notable properties such as Video Poker Classic and Solitaire Derby. We generate revenues through the sale of branded advertisements and via consumer transactions, including in-app purchases and subscriptions. We are headquartered in New York, with product development and marketing teams located in North America, Europe and Asia. Consumers can find high-quality mobile applications from us wherever they see the T character logo. For the first nine months of 2019, our revenues increased 29% year-over-year via the sale of virtual goods, advertising, and subscriptions, while our net loss decreased 28% during this same period. Our Category Leading Apps Bookings, our Category Leading Apps adjusted Bookings and our adjusted EBITDA grew at year-over-year rates of 30%, 108% and 50%, respectively, in each case for the first nine months of 2019. Bookings, adjusted Bookings and adjusted EBITDA are non-GAAP financial measures. For additional information concerning our use of bookings, adjusted Bookings and adjusted EBITDA, including reconciliations of bookings and adjusted EBITDA to the most directly comparable GAAP financial measures, please see Summary Consolidated Financial Information and Management s Discussion and Analysis of Financial Condition and Results of Operations Trends in Key Non-GAAP Financial Metrics. Our Industry and Market Opportunity A number of trends are driving significant change in digital gaming that we believe are causing growth in the casual mobile games market. We believe the following trends provide us with significant opportunities to grow our games and expand more deeply into the social-casino games market: Consumer spending on digital gaming is growing. We believe that digital gaming has become a large and strategically important component of the overall entertainment market. Total consumer spending on digital gaming worldwide was expected to have reached approximately $152 billion in 2019, which is more than double the approximately $60.2 billion that consumers spent at the movies and on music in 2018, according to data from Newzoo, the MPAA, and the IFPI. Mobile devices have become a leading medium to consume digital content such as games. We believe that consumers are increasingly using their mobile devices for entertainment, and mobile games are being played extensively by mobile device users. Increasing number of players with the emergence of casual games. Digital game design and distribution in the casual game market has evolved as new game types and business models address expanding gaming audiences. We believe that the proliferation of smartphones and the availability of mobile app stores has increased access to digital games, including in the social-casino market and other areas of the mobile apps market. Consumer spending in the social-casino category within digital gaming is growing. The social-casino market is characterized by games that are social and competitive and that are self-directed in pace and session length. We believe that social-casino games are generally evergreen in nature, meaning that these apps can continue to generate meaningful revenue years after their initial launch date, due to their loop-driven gameplay and ability to naturally incorporate a cadence of new in-game content and events. According to Statista, total consumer spending in the social-casino category on mobile and Facebook platforms grew 15% in 2018 to reach $5.2 billion and was expected to have reached approximately $5.7 billion in 2019. Our Value Proposition for Players Our social-casino games simulate and enhance the gameplay that a player would find in a traditional casino, such as slots and video poker, but feature virtual currency instead of real-money winnings. We believe that consumers download and play our games for fun and entertainment without the risks and stress associated with gambling real-money. Specifically, we design our games to be: Authentic our games are designed to provide an experience that reflects and improves upon the features and designs of land-based or online game machines. Engaging our games are designed to be deeply engaging and utilize best-in-class systems to bring players back and create an immersive gameplay experience, including bonuses, minigames, login rewards, VIP clubs, and more. Fun & Accessible our titles are built on top of gameplay that has been demonstrated to be fun, both in the short- and long-term, and our products are accessible anytime and anywhere through mobile devices. BASIS OF PRESENTATION On December 31, 2019, we effected a 1-for-160 reverse stock split of our issued and outstanding common stock (the Reverse Stock Split ). As a result of the Reverse Stock Split, each issued and outstanding share of our common stock, and the per share exercise price of and number of shares of our common stock underlying our outstanding equity awards and warrants, was automatically proportionally adjusted based on the 1-for-160 Reverse Stock Split ratio. In connection with the Reverse Stock Split, we also reduced the total number of shares of common stock we are authorized to issue from 250,000,000 to 25,000,000. Except as otherwise provided herein, all share and per-share amounts of our common stock, equity awards and warrants, including the shares of common stock and warrants being offered hereby, have been adjusted to give effect to the Reverse Stock Split for all periods presented. The Reverse Stock Split did not alter the par value of our common stock, which remains at $0.001 per share, modify any voting rights or other terms of our common stock, or impact the amount of preferred stock we are authorized to issue. INDUSTRY AND MARKET DATA Market data, industry statistics, and forecasts included in this prospectus, other than those provided by third party experts, are based on the good faith estimates of management, which in turn are based upon management s reviews of independent industry publications, reports by market research firms, and other independent and publicly available sources. Data regarding the industry in which we compete and our market position and market share within this industry are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond our control, but we believe they generally indicate size, position and market share within this industry. Our own estimates are based on internally-derived metrics, as well as data from trade and business organizations and other contacts in the markets we operate. We are responsible for all of the disclosure included in this prospectus, and we believe these estimates to be accurate as of the date of this prospectus or such other date stated in this prospectus. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for the estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. While we believe that each of the publications used throughout this prospectus are prepared by reputable sources, neither we nor the underwriter have independently verified market and industry data from third party sources. While we believe our internal company research and estimates are reliable, such research and estimates have not been verified by any independent source. In addition, assumptions and estimates of our and our industry s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus. Unless otherwise expressly stated, we obtained industry, business, market and other data from the reports, publications and other materials and sources listed below. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. App Annie Inc. ( App Annie ), A Year in Review: Mobile Highlights of 2018 (December 2018); App Annie, The State of Mobile in 2019 The Most Important Trends to Know (January 2019); App Annie, Forecast 2017 - 2022 (May 2018) International Federation of the Phonographic Industry (the IFPI ), Global Music Report 2018 Annual State of the Industry, (March 2018); Mediakix LLC ( Mediakix ), The Mobile Gaming Industry: Statistics, Revenue, Demographics, More (February 2019); Motion Picture Association of America (the MPAA ), New Report: Global Theatrical and Home Entertainment Market Reached $96.8 Billion in 2018 (March 2019); Newzoo International B.V. ( NewZoo ), Global Mobile Market Report 2018 (September 2018); Newzoo, Global Games Market Report 2019 (June 2019); and The Business of Apps ( Business of Apps ), App Download and Usage Statistics (August 2019). Certain information in this prospectus has also been derived from other reports, publications and other materials published or made available by Statista, IBIS World Research Group ( IBIS World ) and Think Gaming LLC ( Think Gaming ). TRADEMARKS, TRADE NAMES AND SERVICE MARKS This prospectus includes some of our trademarks, including, among others, Tapinator, Combo Quest, Video Poker VIP and Balance of the Shaolin. Each one of these names is our registered trademark. This prospectus also includes additional trademarks, service marks and trade names of others, which are the property of their respective owners. Solely for convenience, the references to our trademarks included in this prospectus are without the symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to our trademarks. Our Core Strengths We believe that our core strengths include: Diverse portfolio of best-in-class, evergreen games. We have developed and published a small, but diverse, portfolio of enduring games that have consistently received high player review scores. We believe that our games appeal to multiple markets through varying game mechanics and unique progression sequences. Lean organizational structure. Our talent pool currently includes 7 employees and 11 independent contractors spread across North America, Europe and Asia. We aim to invest in a transparent culture of mutual success that is driven by our founders and shared across our organization. Our culture fosters a pursuit of excellence, loyalty and teamwork, which we believe is a significant competitive advantage in the evolving mobile gaming industry and serves as the foundation of our continued success. Strategic data-driven approach to launching new games and optimizing existing properties. We incorporate data-driven decision-making into our entire game development process. For example, we use data to help determine what games we should make, which new features we should pursue, and how we should present offers to and communicate with our players. We analyze both overall engagement of each feature within our games as well as individual player activity. The overall engagement metrics allow us to make decisions about which features we should continue to invest in. The individual player activity data allows us to segment our player base into a number of groups and send targeted communication, offers, and promotions to each of these groups, with the goal of increasing retention, monetization, and player happiness. Data also drives decisions in our marketing and user acquisition efforts. We strive to continue to improve the efficiency of our spending on marketing initiatives (our return on acquisition spend or ROAS ) by focusing our spending on areas where our marketing initiatives have been successful in the past. Scaleable, reusable and efficient technology stack. We have standardized our shared technology infrastructure to enable us to operate our games effectively at a global level without scale limitations. We utilize a proven, integrated third-party system of technology services that allows us to easily share best practices and successful features across games in our portfolio, which decreases the time it takes us to market new content and reduces overall development costs. Strong relationships with platform providers. Our applications are hosted on platforms provided by Apple Inc. ( Apple ), Google Inc. ( Google ), Facebook, Inc. ( Facebook ) and Amazon.com, Inc. ( Amazon ), among others. These providers sometimes provide specialized promotions of our games and provide dedicated business and technical teams for the successful implementation and marketing of our games onto their platforms. Fourteen of our games have achieved the coveted New Games We Love promotional feature on Apple s iOS platform. Experienced management team. Our senior management team has worked together for over twelve years and has significant experience in the web, social and mobile application space. In addition to our team s deep experience in high-growth startups, our board of directors also brings experience from large public companies such as Zynga Inc. ( Zynga ), Spotify Technology S.A. ( Spotify ) and Google. Our Revenue Model We rely primarily on a revenue model known as free-to-play ( F2P ) or freemium, which means that our games are free to download and play. Unlike traditional console-based video games, which are sold for a fixed retail price, the revenues from F2P mobile games are generated through a combination of in-app purchases (wherein the user purchases additional premium content, functionality or in-game currency with which they can improve or extend their game experience), and advertisements displayed within the game. As part of the process of developing and marketing a new game, we may enter into revenue share agreements with developers or publishers whereby we agree to share a portion of the revenue generated by a game in exchange for services related to the development or publication of the game. In order for the F2P revenue model to be successful, it requires that a game have a large base of non-paying users and an adequately sized subset of recurring paying users. As a result, the tracking and optimization of measures such as daily active users ( DAUs ), average bookings per user ( ABPU ), player retention rates (e.g., Day 1, Day 7 and Day 30 retention), player conversion rates, average revenue per paying user, and player lifetime values ( LTVs ) are essential to the successful management of mobile games. Ongoing investments in marketing, product development, and active operations within a game, sometimes called live ops, are therefore important to acquire, accumulate and maintain an audience of loyal, paying users. Our Products Beginning in 2017, we shifted our focus from our legacy Rapid-Launch Games business to our Category Leading Apps business, with a focus on the social-casino market. While we continue to publish both types of games based on our substantial library, our new development and publishing activities are exclusively focused on Category Leading Apps. Category Leading Apps We believe our Category Leading Apps are visually beautiful, functionally in-depth products, with high production values and significant revenue potential. They are developed and published selectively based on both original and licensed intellectual property. These titles require considerable development investment and, in the opinion of management, have the potential to become evergreen mobile franchises that can become market leaders within their respective categories. These apps are monetized primarily through consumer app store transactions and, to a lesser extent, through brand advertising. These apps are published primarily under the Tapinator brand. We have historically succeeded in getting our Category Leading Apps featured at launch by the major app stores, including within Apple s New Games We Love category. Beyond initial product launch, we acquire customers for these products via paid acquisition channels for applications in which we achieve player LTVs that, on average, exceed the cost per player install ( CPI ). UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ AMENDMENT NO. 2 TO form s-1 registration statement UNDER THE SECURITIES ACT OF 1933 ____________________ Tapinator, Inc. (Exact name of registrant as specified in its charter) ____________________ Delaware 7372 46-3731133 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) ____________________ 110 West 40th Street, Suite 1902 New York, NY 10018 (914) 930-6232 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) ____________________ Ilya Nikolayev Chief Executive Officer 110 West 40th Street, Suite 1902 New York, NY 10018 (914) 930-6232 (Name, address, including zip code, and telephone number, including area code, of agent for service) ____________________ Copies to: Rick A. Werner, Esq. Jeffrey M. Quick, Esq. Aron Izower, Esq. Haynes and Boone, LLP Quick Law Group, P.C. Reed Smith, LLP 30 Rockefeller Plaza, 26th Floor 1035 Pearl Street, Suite 403 599 Lexington Avenue New York, New York 10112 Boulder, CO 80302 New York, NY 10022 (212) 659-7300 (720) 259-3393 (212) 521-5400 ____________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. The following is a summary of our Category Leading Apps in which we are currently actively investing. Beyond the list below, we are actively engaged in new product development, but typically do not announce such initiatives until a specific product launch date has been set: Video Poker Classic: Released in April 2016, Video Poker Classic is, according to App Annie, the highest grossing video poker game in the United States on iOS and Google Play as of January 16, 2019. On iOS, the title maintains over 40,000 reviews with an average score of 4.7 out of 5.0, a conversion rate of free-to-paid users of approximately 5.2%, and a Day-30 player retention rate of approximately 10.0%. Overall, the game has demonstrated ABPU of $0.24. We believe that one of the reasons behind the title s success is its consistency with a real-world casino experience. In addition, we believe that Video Poker Classic currently has one of the most extensive offerings of any video poker title on mobile with regard to game types and functionality, including a skills trainer and both a single and multi-hand mode. Planned future updates are expected to further enhance the application s prominent position in the video poker category. Solitaire Dash / Solitaire Derby: Released in December 2016, Solitaire Dash, and its successor game Solitaire Derby released in December 2019, rely on an established form of gameplay, solitaire tripeaks, around which we have wrapped a horse racing theme and metagame, or game within a game. On iOS, the title maintains over 11,000 reviews with an average score of 4.7 out of 5.0, a conversion rate of free-to-paid users of approximately 4.7%, and a Day-30 player retention rate of approximately 11.0%. Overall, the game has demonstrated ABPU of $0.34. Solitaire Dash received a major update in June 2018 and, since then, we have produced significant updates to the game on a regular basis. Our updates have resulted in over 450 levels (new levels are launched each month), new power-ups that contribute to the monetization and engagement of the game, daily login rewards to help maximize user retention, and significant balancing/optimization to the game s content. In short, we believe that Solitaire Dash, and its successor game Solitaire Derby, is a best-in-class solitaire product based on its fundamental metrics. Solitaire Dash was previously subject to an exclusive licensing agreement with an affiliate of Cheetah Mobile, Inc. ( Cheetah Mobile ), pursuant to which we granted the rights to localize, publish, distribute and operate Solitaire Dash to Cheetah Mobile's affiliate (the Solitaire Dash License Agreement ). Solitaire is a category on mobile that has in the past supported multiple games with eight figure annualized bookings. Given the quality and metrics of Solitaire Dash and its successor Solitaire Derby, we expect Solitaire Derby to be a property that could successfully capture a portion of the market share within the evergreen solitaire category. We plan on continuing to invest in the development of Solitaire Derby and look forward to the results of our efforts. Crypto Trillionaire: Released in January 2019, Crypto Trillionaire is what we believe to be a best-in-class idle tapper game, or a game with gameplay largely consisting of performing simple clicking or tapping actions, with a fun cryptocurrency theme (there is no use of actual cryptocurrency in the game). The title was featured by Apple as a New Game We Love upon launch and has generated more than 450,000 player downloads to date. It has reached the top 100 grossing charts for strategy games in the United States and is a top ten search result for the term crypto in Apple s App Store. Furthermore, it maintains an excellent review score of 4.8 out of 5.0 based on over 6,500 player reviews. Since its initial launch, we have released significant updates to the game with new functionality including vehicle upgrades, unlockable skins, and new/premium characters. Future updates are planned for Crypto Trillionaire that we believe will continue to improve the game s core metrics, including long-term user retention. My Horoscope: Released in April 2019, My Horoscope is our astrology application that monetizes users through subscriptions and focuses on user horoscopes, compatibility, birth charts, and numerology. We believe that subscription monetization on mobile represents a major opportunity to add recurring revenue to our business model. According to IBIS World, supernatural and psychic services were a $2.0 billion market in 2018. Approximately 34% of women in the United States read their daily horoscope at least once per month and 41% share their horoscope with friends, but the industry has yet to enter the digital age, relying on eighty-seven thousand small business entrepreneurs who consult in person with limited marketing and digital offerings. The My Horoscope application features a clean, minimalistic design that we believe is appealing to both a younger and middle-aged demographic alike. We believe this application has the opportunity to become a best-in-class horoscope product and a category leader on mobile, within an area that could potentially achieve top 150 grossing potential based on the grossing performance of the current category leader. ____________________ CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed Maximum Aggregate Offering Price(1)(2)(3) Amount of Registration Fee Units, consisting of: $16,675,000 $2,165 Shares of common stock, par value $0.001 per share(4) Warrants to purchase shares of common stock(4) Common stock issuable upon exercise of warrants(5) 16,675,000 2,165 Underwriter s warrants(6) Common stock issuable upon exercise of underwriter s warrants(5) 1,042,188(7) 136 Total $34,392,188 $4,466(8) (1) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. (2) Includes the price of additional shares of common stock and/or warrants to purchase shares of common stock that the underwriter has the right to purchase to cover overallotments, if any. See Underwriting. (3) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also registers such indeterminate number of shares of common stock as may become issuable after the date hereof, as the same may be adjusted as a result of stock splits, stock dividends, recapitalizations or similar transactions. (4) No additional registration fee is payable pursuant to Rule 457(i) under the Securities Act of 1933, as amended. (5) Represents the aggregate exercise price of the shares issuable upon exercise of the warrants in accordance with Rule 457(i) and Staff Compliance and Disclosure Interpretation 240.06. (6) Represents warrants issuable to ThinkEquity, a division of Fordham Financial Management, Inc., or its designees (the underwriter warrants ) to purchase a number of shares of common stock equal to 5% of the number of shares of common stock included in the units being offered (including shares of common stock that the underwriter has the right to purchase to cover overallotments) at an exercise price equal to 125% of the public offering price per unit. No additional registration fee is payable pursuant to Rule 457(g) under the Securities Act of 1933, as amended. (7) Represents a number of shares of common stock underlying the underwriter warrants equal to 5% of the number of shares of common stock included in the units being offered (including shares of common stock that the underwriter has the right to purchase to cover overallotments) at an exercise price equal to 125% of the public offering price per unit. (8) The registrant previously paid $3,696 of the registration fee in connection with a prior filing of this registration statement. ____________________ The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Castle Builder: Currently in soft-launch in select international markets, Castle Builder is our new social-casino title that we plan on launching globally following the completion of this offering. Castle Builder is expected to be the first game on mobile that combines slots, role-playing, and city-building. The game features a slot mechanic, with innovative metagame systems that have been adapted from similar systems used in real money gaming. Each level in the game is interactive in that the player spins the slot to collect building materials and uses those materials to construct castles and unlock kingdoms. The slot machines themselves are, we believe, best-in-class, with features for free spins, wild symbols, and expanding wilds. The metagame and progression systems (unlocking content, login rewards, bonuses, VIP club, and other features) are extensive and, we believe, will result in significant long-term user retention and average revenue per daily active user. The title is derived from a real-money online slot machine of the same name and has been developed in partnership with Rabcat Gambling ( Rabcat ). The real-money version of the product is currently a top performing slot game for Rabcat across more than 200 online casinos in a number of European countries. Based on the previous success of the similar indie title Coin Master, which, according to Think Gaming, has achieved $65 million in annual revenue, we are confident that the slots area is ripe for gameplay innovation. Rapid-Launch Games Our Rapid-Launch Games are legacy titles that we developed and published in significant quantity beginning in 2013. These are highly casual products that we built economically and rapidly based on a series of internally developed game engines. These games are monetized primarily through the sale of branded advertisements and via paid downloads. Since our formation, we have compiled a large library of over 300 such games and, while we are not currently developing new Rapid-Launch Games, we believe our existing portfolio will continue to produce a long-tail of revenues over the next several years. However, revenues from our Rapid-Launch Games have been declining over the past two years and we expect them to continue to decline during this revenue tail period over the next several years. Our Rapid-Launch Games are published primarily under our Tap2Play brand. Our Strategy In early 2017, we began a major strategic shift to focus more of our investment and management resources into our Category Leading Apps business and, more specifically, into the social-casino genre. We believe the potential size, quality and sustainability of revenues and earnings from this business is significantly greater than that of our legacy Rapid-Launch Games business. We completed this shift during the fourth quarter of 2018 and we are now focused on developing and operating these Category Leading Apps, primarily within the social-casino genre. In 2019, the revenue for the social-casino market is expected to have reached $5.7 billion, according to Statista, representing a 9.6% year-over-year growth rate. The larger competitors in this market include Playtika Ltd. ( Playtika ) (acquired by Giant Interactive Group Inc. ( Giant Interactive ) for $4.4 billion in 2016), Zynga, SciPlay Corp. ( SciPlay ), HUUUGE, Inc. ( Huuuge Games ), and Murka Entertainment Limited ( Murka ) (acquired by The Blackstone Group ( Blackstone ) in 2019). We believe that these companies have achieved success by (i) focusing on the most well established social-casino game types (e.g., slots, bingo and multiplayer poker) and (ii) focusing on improving production values, running live ops, and adding content to their games rather than gameplay innovation. We believe this creates market opportunity for several winning strategies. First, with games such as Video Poker Classic, we have focused on niche casino game types that are not dominated by large competitors but that nonetheless have significant player followings. We believe similar niche opportunities continue to exist. Second, with the upcoming launch of Castle Builder, our new slots title, we believe that applying gameplay innovation to slots, an area that otherwise offers sparse differentiation between games, can result in a highly sustainable and successful product. Our goal for our Category Leading Apps business is to develop a small number of core franchise titles, primarily within the social-casino genre, that can achieve lifespans of at least five to ten years, and where we can grow these titles into sustainable market leaders within their respective product categories. In order to accomplish this, we are working to achieve customer LTVs that exceed customer acquisition cost, at scale. To date, we have been able to achieve this, at certain customer volumes, for two products: Video Poker Classic and Solitaire Dash. We seek to build a valuable portfolio of these core franchise titles that can represent repeatable, stackable and long-term revenue streams for us. Our Growth Opportunities We believe that we have several promising growth opportunities: Existing Games: We are continuously investing in and growing our current games by enhancing their functionality and delivering fresh content, improving our monetization and marketing engines to improve player engagement, increase conversion of free players to paying players and drive per-player monetization. As we continue to develop our games, we believe we will be able to further monetize our existing user base and attract new players. With access to additional marketing capital, we believe there is significant opportunity to scale our existing games as we increase market penetration for these titles. New Games: We intend to continue to capitalize on our ability to build successful social-casino games and evergreen apps by introducing new titles that appeal to specific audiences and offer highly differentiated, best-in-class experiences. Live Operations: We use live operations, or live ops, to create and execute events and promotions that are designed to maximize retention, revenue and player happiness. We view live ops as having four key components: content delivery, offers/promotions, events and product improvements. Content delivery allows us to provide new content (for example, new levels) to our players. Offers/promotions allow us to tailor both free and paid virtual currency and other offers to each player, depending on that player's past history with the game. Events allows us to provide content in the game that is available for a limited time such as a theme that is unlocked for a specific holiday. Product improvements is a continuous process where we analyze each game's metrics to invest in existing functionality and new feature development. Strategic Acquisitions: We expect to pursue select strategic acquisitions to augment our organic top line growth and continue to build out our app portfolio. We plan to seek small, entrepreneurial teams that are focused on a single evergreen product. We expect that we will specifically target products that operate at sub-scale or that otherwise have not been optimized to achieve their full monetization potential. Recent Developments Reverse Stock Split. On December 31, 2019, we effected a 1-for-160 Reverse Stock Split of our issued and outstanding common stock. As a result of the Reverse Stock Split, each issued and outstanding share of our common stock, and the per share exercise price of and number of shares of our common stock underlying our outstanding equity awards and warrants, was automatically proportionally adjusted based on the 1-for-160 Reverse Stock Split ratio. In connection with the Reverse Stock Split, we also reduced the total number of shares of common stock we are authorized to issue from 250,000,000 to 25,000,000. Except as otherwise provided herein, all share and per-share amounts of our common stock, equity awards and warrants, including the shares of common stock and warrants being offered hereby, have been adjusted to give effect to the Reverse Stock Split for all periods presented. The Reverse Stock Split did not alter the par value of our common stock, which remains at $0.001 per share, modify any voting rights or other terms of our common stock, or impact the amount of preferred stock we are authorized to issue. Independent Director Appointments. In November 2019, we appointed two new independent directors, Spencer Feldman and Desmond Glass, to our board of directors. Mr. Feldman is a partner in the law firm of Olshan Frome Wolosky LLP and has more than 30 years of experience practicing corporate and securities law, and Mr. Glass is the Group Chief Financial Officer and Secretary at RWS Holdings PLC, an AIM-listed multinational language and professional services provider. We believe Messrs. Feldman and Glass each bring extensive leadership and knowledge to our board of directors. Please see Management Biographies of Non-Employee Directors for additional information. Purchasing Agreement. On November 21, 2019, the Company entered into a Master Receivable Purchasing Agreement (the Purchasing Agreement ) with Braavo Capital Inc. ( Braavo ). The Purchasing Agreement allows us, at our discretion, to sell up to a certain amount of our accounts receivable to Braavo at a specified discount to the dollar value of such accounts receivable in order to allow us to better manage our cash position. As of December 31, 2019, we had $141,604 of outstanding borrowings under the Purchasing Agreement. Preliminary Summary Results. On January 6, 2020, we announced the preliminary, summary unaudited results for the twelve months ended December 31, 2019 described below. We are currently in the process of finalizing our financial results for the December 31, 2019 fiscal year, and the preliminary estimated financial information presented below reflects various assumptions and estimates based upon preliminary information available to us as of the date of its announcement. This information should not be viewed as a substitute for full audited financial statements prepared in accordance with accounting principles generally accepted in the United States. Our independent registered public accounting firm has not reviewed this preliminary estimated financial information or expressed any opinion or other form of assurance on the preliminary estimated results presented below. As a result, it remains in all cases subject to change pending finalization. Items or events may be identified or occur after issuance of these preliminary results due to the completion of operational and financial closing procedures. In addition, final adjustments and other developments may arise that would require us to make material adjustments to this preliminary financial information. Therefore, our actual results may differ materially from the current expectations expressed below. For the fiscal year ended December 31, 2019, our preliminary, summary unaudited results are as follows: Revenue grew 31% year-over-year from $2.9 million to $3.8 million; Adjusted Bookings grew 18% year-over-year from $2.8 million to $3.3 million; Category Leading Apps Bookings grew 35% year-over-year from $1.7 million to $2.3 million; Category Leading Apps adjusted Bookings grew 92% year-over-year from $1.2 million to $2.3 million. Twelve Months Ended Annual (in millions) Dec. 31, 2019 Dec. 31, 2018 Growth Rate GAAP Results: Revenue $3.8 $2.9 31% Non-GAAP Results(1): Bookings: Category Leading Apps $2.3 $1.7 35% Rapid-Launch Games $1.0 $1.6 -38% Total Bookings $3.3 $3.3 0% Adjusted Bookings: Category Leading Apps $2.3 $1.2 92% Rapid-Launch Games $1.0 $1.6 -38% Total Adjusted Bookings $3.3 $2.8 18% (1) Bookings and adjusted Bookings are non-GAAP financial measures. We have provided reconciliations between our preliminary Bookings to the most directly comparable GAAP financial measure and a reconciliation of preliminary adjusted Bookings to preliminary Bookings below: (in millions) Twelve Months Ended Dec. 31, 2019 Dec. 31, 2018 Reconciliation of Revenue to Bookings: Revenue $3.8 $2.9 Change in deferred revenue $(0.5) $0.4 Bookings $3.3 $3.3 Reconciliation of Bookings to Adjusted Bookings: Bookings $3.3 $3.3 Non-Recurring Bookings - $0.5 Adjusted Bookings $3.3 $2.8 For additional information concerning our use of bookings and adjusted Bookings, please see Summary Consolidated Financial Information and Management s Discussion and Analysis of Financial Condition and Results of Operations Trends in Key Non-GAAP Financial Metrics. Implications of Being an Emerging Growth Company and a Smaller Reporting Company We qualify as an emerging growth company, as defined in the Jumpstart Our Business Startups Act (the JOBS Act ) enacted in April 2012. An emerging growth company may take advantage of exemptions from some of the reporting requirements that are otherwise applicable to public companies. These exceptions include: being permitted to present only two years of audited financial statements and only two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus; not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the Sarbanes-Oxley Act ); reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and exemptions from the requirements to hold a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these provisions until December 31, 2023, the last day of the fiscal year following the fifth anniversary of the date of the first sale of common stock under our Form S-1 registration statement declared effective by the Securities and Exchange Commission (the SEC ) on September 17, 2018. However, if certain events occur prior to the end of such five-year period, including if we become a large accelerated filer, our annual gross revenue exceeds $1.07 billion, or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected not to take advantage of the benefits of this exemption and our election is irrevocable. Therefore, we will not be able to take advantage of this exemption at any time in the future. Finally, we are a smaller reporting company (and may continue to qualify as such even after we no longer qualify as an emerging growth company) and accordingly may provide less public disclosure than larger public companies. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests. Corporate Information We were originally incorporated on December 9, 2013 in the state of Delaware. On December 12, 2013, we merged with Tapinator, Inc., a Nevada Corporation. We were the surviving corporation of this merger. On June 16, 2014, we executed a securities exchange agreement with the members of Tapinator LLC, a New York limited liability company, whereby we issued shares of our common stock to the members of Tapinator LLC in exchange for 100% of the outstanding membership interests of Tapinator LLC. The transaction resulted in a business combination and a change of control within its business purpose. For accounting and financial reporting purposes, Tapinator LLC was considered the acquirer and the transaction was treated as a reverse merger. We have been focused exclusively on mobile games and applications since our inception. Our principal executive offices are located at 110 West 40th Street, Suite 1902, New York, NY 10018, telephone number (914) 930-6232. Our website address is www.tapinator.com. Information accessed through our website is not incorporated into this prospectus and is not a part of this prospectus. The Offering Units offered by us 2,871,287 units, each consisting of one share of common stock and one warrant to purchase a share of common stock. The units will not be certificated and the shares of common stock and warrants that are part of such units will be immediately separable and will be issued separately in this offering. Warrants offered as part of the units Each unit includes a warrant representing the right to purchase one share of common stock. Each warrant will have an exercise price of $ per share, will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the warrants. Over-allotment option We have granted the underwriter a 45-day option to purchase up to an additional 430,693 shares of common stock and/or warrants to purchase up to an additional 430,693 shares of common stock at the public offering price, less underwriting discounts and commissions. Unless we indicate otherwise or the context otherwise requires, all information in this prospectus assumes no exercise of the underwriter s overallotment option. Common stock to be outstanding immediately after this offering 3,422,292 shares (assuming that none of the warrants are exercised). If the underwriter s over-allotment option is exercised in full, the total number of shares of common stock outstanding immediately after this offering will be 3,852,985 (assuming that none of the warrants are exercised). Use of proceeds We currently intend to use the net proceeds we receive from this offering for general corporate purposes, including marketing, development and live ops, both for our current games and additional titles, operating expenses, campaigns to reengage and monetize our existing user base and working capital . We also expect to use a portion of the net proceeds from this offering to fund potential acquisitions or other strategic investments, although we have no present commitments or agreements to enter into any such acquisitions or to make any such investments.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001651431_checkmate_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001651431_checkmate_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001651431_checkmate_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001651944_dermtech_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001651944_dermtech_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001651944_dermtech_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001652362_infrastruc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001652362_infrastruc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a8df826e8b60acc5e37131d5167bf75c0967e4e7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001652362_infrastruc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary contains basic information about us and this Rights Offering. Because it is a summary, it does not contain all of the information that you should consider before investing in our securities. Before you decide to invest in our securities, you should read this entire prospectus carefully, including the section entitled "Risk Factors" on page 28 and the exhibits filed as part of the registration statement. Our Business We are a leading diversified infrastructure construction company with specialized energy and heavy civil expertise throughout the United States. We specialize in providing complete engineering, procurement and construction ("EPC") services throughout the United States ("U.S.") for the renewable energy, traditional power and civil infrastructure industries. These services include the design, site development, construction, installation and restoration of infrastructure. Although we have historically focused on the wind industry, our recent acquisitions have expanded our construction capabilities and geographic footprint in the areas of renewables, environmental remediation, industrial maintenance, specialty paving, heavy civil and rail infrastructure construction, creating a diverse national platform of specialty construction capabilities. Recent Transactions Third Equity Commitment Agreement On November 14, 2019, we completed the transactions contemplated by the Third Equity Commitment Agreement and issued and sold 80,000 shares of Series B-3 Preferred Stock and warrants to purchase 3,568,750 shares of Common Stock (the "Third ECA Warrants") for an aggregate purchase price of $80.0 million. Preferred Stock Exchange Agreement On November 14, 2019, we completed the transactions contemplated by the Preferred Stock Exchange Agreement (the "Preferred Exchange Agreement"), and 50% of the total issued and outstanding Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock") held by Infrastructure and Energy Alternatives, LLC ("IEA LLC"), was exchanged for 19,123.87 shares of Series B-3 Preferred Stock and warrants to purchase 657,383 shares of Common Stock (the "Preferred Exchange Agreement Warrants"). Rights Offering Agreement On October 29, 2019, we entered into the Rights Offering Agreement (the "Rights Agreement"). Pursuant to the Rights Agreement, we agreed to conduct a rights offering and to distribute a transferrable right, but not the obligation, to purchase Series B-3 Preferred Stock and warrants to purchase Common Stock to the holders of our outstanding Common Stock. On January 27, 2020, we entered into the First Amendment to Rights Agreement to amend certain terms and conditions of the Rights Offering. This Rights Offering is being made pursuant to the Rights Agreement. Second Equity Commitment Agreement On August 30, 2019, we completed the transactions contemplated by the Second Equity Commitment Agreement (the "Second Equity Commitment Agreement"), and issued and sold 50,000 shares of Series B-2 Preferred Stock (the "Series B-2 Preferred Stock") and warrants to purchase 900,000 shares of Common Stock ("Second ECA Warrants") for an aggregate purchase price of $50.0 million. Table of Contents First Equity Commitment Agreement On May 20, 2019, we entered into the Amended and Restated Equity Commitment Agreement (the "First Equity Commitment Agreement"). Pursuant to the First Equity Commitment Agreement, we issued and sold on May 20, 2019, 50,000 shares of Series B-1 Preferred Stock (the "Series B-1 Preferred Stock") and warrants to purchase 2,545,934 shares of Common Stock (the "First ECA Warrants") for an aggregate purchase price of $50.0 million. Third Amended and Restated Credit Agreement On May 20, 2019, the Third Amended and Restated Credit and Guarantee Agreement, dated May 20, 2019 (the "Third A&R Credit Agreement") became effective. Please see "Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Sources and Uses of Cash Third A&R Credit Agreement." Series A Preferred Stock On May 20, 2019, we adopted an Amended and Restated Certificate of Designations of Series A Preferred Stock (the "Series A Certificate") which, among other things, permits us to accrue dividends and increase the stated value on the Series A Preferred Stock in lieu of paying cash dividends. Please see "Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Sources and Uses of Cash Series A Preferred Stock." For a description of our outstanding securities following the transactions described above, please see "Description of Securities Description of Existing Securities." Summary Risk Factors You should carefully consider the risks described under "Risk Factors" beginning on page 28 of this prospectus, as well as other information included in this prospectus, including our financial statements and the notes thereto, before making a decision to transfer Subscription Rights, purchase Subscription Rights through a transfer, or exercise Subscription Rights to acquire Series B-3 Preferred Stock and Warrants. In particular, these risks include, but are not limited to: General risks related to the Company; our Industry and our Customers' Industries; and our capital structure; and Risks related to the Rights Offering, including that: Your interest in the Company may be diluted as a result of this Rights Offering. The Rights Offering may cause the trading price of our Common Stock to decrease. If we terminated this offering for any reason, we will have no obligation other than to return subscription monies. The Subscription Price determined for this offering is not an indication of the fair value of the Series B-3 Preferred Stock, Warrants or our Common Stock. If you do not act on a timely basis and follow subscription instructions, your exercise of Subscription Rights may be rejected. The amount of Units that you may ultimately be allocated is uncertain. If you make payment of the Subscription Price by personal check, your check may not clear in sufficient time to enable you to purchase shares of Series B-3 Preferred Stock and Warrants in this Rights Offering. Table of Contents Although the Subscription Rights are transferrable, there may not be a trading market for the Subscription Rights, and the transfer of Subscription Rights may be limited and difficult. If you purchase Subscription Rights from a transferor, we cannot assure you that you will be able to exercise the Subscription Rights prior to the expiration of the Offering Period or at all. The receipt of Subscription Rights may be treated as a taxable distribution to you. There is no public market for the Warrants. If you exercise your Warrants on a "cashless basis," you may receive fewer shares of Common Stock from such exercise than if you were to exercise such Warrants for cash. There is no public market for the Series B-3 Preferred Stock, and you may be required to hold the Series B-3 Preferred Stock for an indefinite period of time. As a holder of Series B-3 Preferred Stock, you have extremely limited voting rights. Any consent rights under the Series B-3 Preferred Stock will be exercised by Ares. The Series B-3 Preferred Stock ranks senior to our Series A Preferred Stock and Common Stock but junior to all of our existing and future indebtedness in the event of a liquidation, winding up or dissolution of our business. Your rights as a holder of Series B-3 Preferred Stock are primarily those set forth in the terms of the Series B-3 Certificate, and our Board may prefer the interests of the holders of our Common Stock if they differ from those of the holders of the Series B-3 Preferred Stock. Dividends may be paid only out of legally available funds as determined under Delaware General Corporation Law and our ability to pay dividends in the future will depend upon our financial results, liquidity and financial and financial condition. The Rights Offering could impair or limit our net operating loss carry forwards. Since the Warrants are executory contracts, they may have no value in a bankruptcy or reorganization proceeding. If any of the risks below were to occur, our business, financial condition, results of operations, profitability, cash flows and growth prospects could be adversely impacted, and you could lose all or a part of your investment. Implications of Being an Emerging Growth Company Based on our revenue of $940.8 million for the nine months ended September 30, 2019, we expect to have lost "emerging growth company" status (as defined in the Jumpstart Our Business Startups Act (the "JOBS Act")) as of December 31, 2019, because our annual gross revenues will exceed the $1.07 billion limitation for qualifying as an emerging growth company. For as long as a company is deemed to be an "emerging growth company," it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. Among other things, while we were an emerging growth company, we were not required to provide an auditor attestation report on the assessment of the internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002. Section 107 of the JOBS Act also provides that an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We elected to take advantage of the extended transition period and other reduced reporting obligations. Accordingly, our financial statements while Table of Contents we were an emerging growth company may therefore not be comparable to those of companies that complied with such new or revised accounting standards. Company Information We were incorporated in the State of Delaware on August 4, 2015 under the name M III Acquisition Corp. ("M III") as a special purpose acquisition company formed for the purposes of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On March 26, 2018, M III consummated a merger (the "Merger") pursuant to an Agreement and Plan of Merger, dated as of November 3, 2017, as amended (the "Merger Agreement"). As part of the Merger, the name of "M III Acquisition Corp." was changed to "Infrastructure and Energy Alternatives, Inc." Our principal executive offices are located at 6325 Digital Way, Suite 460, Indianapolis, Indiana 46278 and our telephone number is (765) 828-2580. Our website address is www.iea.net. The information contained on our website is not incorporated by reference into, and does not form any part of, this prospectus. Table of Contents Summary of the Rights Offering This summary highlights information presented in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our securities. You should carefully read this entire prospectus before investing in our securities including "Risk Factors" and the financial statements and the related notes thereto appearing in this prospectus. Issuer Infrastructure and Energy Alternatives, Inc. Rights Offering We are distributing to holders of our Common Stock, other than Excluded Stockholders, at no charge, transferable Subscription Rights to purchase Units (such rights will be transferable in minimum denominations of 50 as described herein). In the Rights Offering, you will receive one Subscription Right for one Unit for every share of Common Stock owned at the Record Date. Each Unit consists of one share of Series B-3 Preferred Stock and 34.375 Warrants (subject to rounding at settlement). Each share of Series B-3 Preferred Stock has the terms and conditions further described herein. Each Warrant will be exercisable for one share of our Common Stock at a price of $0.0001 per share from the date of issuance. The Series B-3 Preferred Stock and the Warrants comprising the Units will be issued separately at settlement of the Rights Offering but may only be purchased as a Unit. Each Subscription Right will consists of a Basic Subscription Right, Minimum Subscription Privilege and an Over-Subscription Privilege. Excluded Stockholders ASSF IV and ASOF Holdings (together, the "Ares Commitment Parties"), each a fund affiliated with Ares, OT POF and Oaktree Power III, funds managed by Oaktree, and IEA LLC, an entity owned by Oaktree, and each of their director designees, and our executive officers, as well as any related party of the foregoing are excluded from participating in the Rights Offering, except to the extent that funds affiliated with Ares and Oaktree act as Backstop Parties. Please see "The Rights Offering Backstop Commitment." Shareholder Approval Our ability to conduct the Rights Offering was subject to shareholder approval. On December 9, 2019, we filed a proxy statement with the Securities and Exchange Commission seeking, among other things, shareholder approval of this Rights Offering, including the issuance of Series B-3 Preferred Stock and Warrants. On January 21, 2020, shareholders approved the Rights Offering, including the issuance of the Series B-3 Preferred Stock and Warrants. Please see "The Rights Offering Stockholder Approval." Size of Offering 15,000 Units. Subscription Price $1,000.00 per Unit. Record Date 5:00 p.m., Eastern Time, on January 27, 2020. Table of Contents Expiration Date The Subscription Rights will expire at 5:00 p.m., Eastern Time, on March 2, 2020, subject to our right to extend (but not beyond March 13, 2020) or earlier terminate the Rights Offering as described elsewhere in this prospectus. Minimum Subscription Requirement; Minimum Subscription Privilege There is a minimum subscription amount of $50,000 per holder (the "Minimum Subscription Requirement"). If the Minimum Subscription Requirement is greater than the amount of Units that you could purchase based on the Basic Subscription Rights distributed to you, you will nevertheless be permitted to subscribe for $50,000 of Units (the "Minimum Subscription Privilege"), subject to proration and the limitations described elsewhere in this prospectus. There is no minimum aggregate subscription requirement in order for us to complete the Rights Offering. Over-Subscription Privilege If you exercise your Minimum Subscription Privilege or your Basic Subscription Rights in full, you may also choose to purchase a portion of any Units that are not purchased by our other stockholders through the exercise of their Basic Subscription Rights and Minimum Subscription Privileges, subject to proration and the Maximum Subscription Limitation. Maximum Subscription Limitation The maximum number of Units that you purchase through exercising your Basic Subscription Rights, Minimum Subscription Privilege and Over-Subscription Privileges is 2,250 Units, or $2.25 million in the aggregate (the "Maximum Subscription Limitation"). Procedure for Exercising Subscription Rights To exercise your Subscription Rights, you must take the following steps: If you are a record holder of our Common Stock as of the Record Date, you must deliver payment and a properly completed Rights Certificate to the Subscription Agent to be received before 5:00 p.m., Eastern Time, on March 2, 2020. You may deliver the documents and payments by first class mail or courier service. If you use first class mail for this purpose, we recommend using registered mail, properly insured, with return receipt requested. If as of the Record Date you are a beneficial owner of Common Stock that is registered in the name of a broker, dealer, bank or other nominee, you should instruct your broker, dealer, bank or other nominee to exercise your Subscription Rights on your behalf. Please follow the instructions of your nominee, who may require that you meet a deadline earlier than 5:00 p.m., Eastern Time, on March 2, 2020. Table of Contents Series B-3 Preferred Stock The Series B-3 Preferred Stock has a stated value equal to the sum of (i) $1,000 (as adjusted), plus (ii) the amount of accumulated but unpaid dividends compounded and accrued. No dividends shall be paid on any shares of Series B-3 Preferred Stock except as, if and when declared by our Board. To the extent not prohibited by applicable law, dividends shall be declared and paid in cash quarterly in arrears on each March 31, June 30, September 30 and December 31 on the stated value at a rates of 13.5% per annum (or 12% in the event our Total Net Leverage Ratio (as defined in the Certificate of Designations governing the Series B-3 Preferred Stock (the "Series B-3 Certificate")) is less than or equal to 1.50 to 1.00). If not paid in cash, dividends will accrue on the stated value and will increase the stated value on and effective of the applicable dividend date without any further action by the Board at a rate of 15% per annum. Holders who exercise their Subscription Rights and receive shares of Series B-3 Preferred Stock will receive a partial dividend with respect to the dividend period ended March 31, 2020, computed on the basis of the actual number of days elapsed during the period during which the Series B-3 Preferred Stock issued in the Rights Offering was outstanding over a 360-day year. The Series B-3 Preferred Stock ranks equal in right of payment with the Series B-1 Preferred Stock and Series B-2 Preferred Stock, and senior to the Series A Preferred Stock and Common Stock. For additional descriptions of the terms and conditions of the Series B-3 Preferred Stock, including upon liquidation, voting rights, consent rights, redemption and conversion provisions, please see "Questions and Answers Relating to the Rights Offering What are the Material Terms of the Series B-3 Preferred Stock?" and "Description of Securities." Warrants Each Warrant entitles the holder to purchase one share of our Common Stock at an exercise price of $0.0001 per share (the "Exercise Price"). The Warrants will be exercisable for cash, or, during any period when a registration statement for the exercise of the Warrants is not in effect, on a cashless basis or pursuant to an applicable exemption, at any time and from time to time after the date of issuance. The number of shares of Common Stock issuable upon exercise of the Warrants adjust for dividends, subdivisions or combinations of our Common Stock; cash distributions or other distributions; reorganization, reclassification, consolidation or merger; and spin-offs. The number of Warrants to be issued at settlement will be rounded down to the nearest whole number. Table of Contents Transferability of Subscription Rights The Subscription Rights will be transferrable, but we do not intend to list them for trading. Accordingly, your ability to transfer the rights will be limited and you will be responsible for locating a transferee. We cannot give you any assurance that a market for the Subscription Rights will develop or, if a market does develop, as to how long it will continue prior to the expiration of the Rights Offering or at what price the Subscription Rights will trade. If you are a holder of record, you may transfer the Subscription Rights evidenced by a single rights certificate by completing the transfer instructions in accordance with the instructions on your Rights Certificate. If you are a beneficial owner of Common Stock that is registered in the name of a broker, dealer, bank or other nominee, you will need to coordinate a transfer through your broker, dealer, bank or other nominee. Please see "Risk Factors Although the Subscription Rights are transferrable, there may not be a trading market for the Subscription Rights, and the transfer of Subscription Rights may be limited and difficult" and "Risk Factors If you purchase Subscription Rights from a transferor, we cannot assure you that you will be able to exercise the Subscription Rights prior to the expiration of the offering." You may only transfer Subscription Rights in minimum denominations of 50. The Minimum Subscription Requirement continues to apply to the balance of Subscription Rights not transferred, as well as Subscription Rights acquired in a transfer. Accordingly, if you are transferring your Subscription Rights, you should ensure that you continue to hold a sufficient number of Subscription Rights to exercise the Minimum Subscription Requirement, and if you acquire Subscription Rights through a transfer, you should ensure you obtain at least the number of Subscription Rights to exercise the Minimum Subscription Requirement. We have the right to reject subscriptions for less than the Minimum Subscription Requirement, including as a result of a transfer. Transferability of Warrants The Warrants will be separately transferable following their issuance. There is currently no established trading market for our Warrants, and we do not intend to list the Warrants for trading or quotation on any exchange. Accordingly, your ability to transfer the Warrants will be limited and you will be responsible for locating a transferee. We cannot give you any assurance that a market for the Warrants will develop or, if a market does develop, as to how long it will continue or at what prices the Warrants will trade. Therefore, we cannot assure you that you will be able to sell any of your Warrants or as to the value you may receive in a sale. Please see "Risk Factors There is no public market for the Warrants." Table of Contents Transferability of Series B-3 Preferred Stock The Series B-3 Preferred Stock will be separately transferrable following their issuance, subject to certain limitations set forth in the Series B-3 Certificate. There is currently no established trading market for shares of our Series B-3 Preferred Stock, and we do not intend to list the Series B-3 Preferred Stock for trading or quotation on any exchanges. Accordingly, your ability to transfer the Series B-3 Preferred Stock will be limited and you will be responsible for locating a transferee. We cannot give you any assurance that a market for our Series B-3 Preferred Stock will develop or, if a market does develop, as to how long it will continue or at what prices shares of our Series B-3 Preferred Stock will trade. Therefore, we cannot assure you that you will be able to sell any of your Series B-3 Preferred Stock or as to the value you may receive in a sale. You should only exercise your Subscription Rights if you can hold the Series B-3 Preferred Stock for an indefinite period of time. Please see "Risk Factors There is no public market for the Series B-3 Preferred Stock, and you may be required to hold the Series B-3 Preferred Stock for an indefinite amount of time." Fractional Interests We will not issue fractional Subscription Rights, or Subscription Rights for fractional Units in the Offering. We will also only issue a whole number of shares of Series B-3 Preferred Stock upon settlement of the Units, and a whole number of Warrants upon settlement of the Units. Accordingly, you may receive less than 34.375 Warrants per Unit. Backstop Commitment The Backstop Parties have agreed to purchase in the Backstop Commitment up to $15.0 million of shares of Series B-3 Preferred Stock and Warrants, to the extent the shares of Series B-3 Preferred Stock and Warrants are not purchased in the Rights Offering. All shares of Series B-3 Preferred Stock and Warrants sold in the Backstop Commitment, if any, will be at the same price and on the same terms as the purchasers in the Rights Offering. Table of Contents The Third Equity Commitment Agreement provides that ASSF IV and ASOF Holdings will purchase up to an aggregate of $7.5 million, and OT POF will purchase up to an aggregate of $7.5 million pursuant to the Backstop Commitment. Under the terms of the Third Equity Commitment Agreement, the transactions contemplated by the Backstop Commitment are to close within 180 days following the closing of the transactions contemplated by the Third Equity Commitment Agreement, subject to consummation of the Rights Offering prior to the end of such 180 days, or such other date as mutually agreed by Backstop Parties and us. In exchange for the Backstop Commitment, we are obligated to pay commitment fees of $375,000 and duration fees of up to $562,500 in the aggregate. The duration fees are payable on any committed but uninvested amounts on the 45th day, 90th day and 180th day following November 14, 2019 in the amount of $150,000, $187,500 and $225,000, respectively. For further information regarding the Backstop Commitment and our obligations thereunder, see "The Rights Offering The Backstop Commitment." No Board Recommendation Our Board is not making a recommendation regarding your exercise of the Subscription Rights. You are urged to make your decision to invest based on your own assessment of our business and financial condition, our prospects for the future, the terms of the Rights Offering, the information in this prospectus and other information relevant to your circumstances. Please see "Risk Factors." No Revocation You may not withdraw your exercise of your Subscription Rights. Unless our Board cancels or terminates the Rights Offering, all exercises of Subscription Rights are irrevocable, even if you later learn information that you consider to be unfavorable to the exercise of your Subscription Rights. You should not exercise your Subscription Rights unless you are certain that you wish to purchase Units at a price per share of $1,000.00 per Unit in an aggregate amount at least equal to Minimum Subscription Requirement. Use of Proceeds Assuming that all Units are subscribed for in this Rights Offering, we estimate that the net proceeds to us from the Rights Offering will be approximately $14.5 million, after deducting expenses relating to this offering payable by us estimated at approximately $500,000, but excluding any proceeds received upon exercise of any Warrants. We are required by the terms of the Third Equity Commitment Agreement to use the net proceeds from the Rights Offering exclusively to repay term loan ("Term Loan") borrowings under our Third A&R Credit Agreement. See "Use of Proceeds." Table of Contents Material U.S. Federal Income Tax Consequences For U.S. federal income tax purposes, we do not believe you should recognize income or loss upon receipt or exercise of a Subscription Right. You should consult your own tax advisor as to the tax consequences of the Rights Offering in light of your particular circumstances. See "Material U.S. Federal Income Tax Consequences." Extension and Termination We may extend the Rights Offering for additional time in our sole discretion; provided that in no event shall such extensions extend beyond March 13, 2020. Our Board, subject to any required approval of the Special Committee, may for any reason terminate the Rights Offering at any time before the expiration of the Rights Offering. Amendment to Rights Offering Subject to any required approval of the Special Committee, we may amend or modify the terms of the Rights Offering. Subscription and Information Agent Questions If you have any questions about the Rights Offering, please contact the Information Agent, Morrow Sodali LLC, 470 West Avenue 3rd Floor, Stamford, CT 06902, or toll free at (800) 662-5200, or the Subscription Agent, Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, NY 10004, (917), 262-2378 or reorg+IEA@continentalstock.com. Market for Common Stock Our Common Stock is listed on NASDAQ under the symbol "IEA." There is no public trading market for the Subscription Rights, Series B-3 Preferred Stock or Warrants, and we do not expect to list them for trading on NASDAQ or any other securities exchange or market. Risk Factors If you are considering making an investment by exercising Subscription Rights in the Rights Offering, you should carefully read the risks and other information set forth in this prospectus in the section entitled "Risk Factors" beginning on page 28 of this prospectus. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001653821_cen_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001653821_cen_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9c54282510c307d8a64f595708dea0cf00a2d5de
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001653821_cen_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights material information concerning our business and this offering. This summary does not contain all of the information that you should consider before making your investment decision. You should carefully read the entire prospectus and the information incorporated by reference into this prospectus, including the information presented under the section entitled Risk Factors and the financial data and related Notes, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from future results contemplated in the forward-looking statements as a result of factors such as those set forth in Risk Factors and Cautionary Statement Regarding Forward-Looking Statements. In this prospectus, unless the context indicates otherwise, CEN Biotech, the Company, we, our, ours or us refer to CEN Biotech Inc., a Canadian corporation incorporated under the Canada Business Corporations Act (the "CBCA"), and its subsidiary. Overview We are focused on the manufacturing, production and development of Light Emitting Diode ( LED ) lighting technology and hemp products. The Company intends to explore the usage of hemp, which it intends to cultivate for usage in industrial, medical and food products. The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, JUNE 19, 2020 CEN BIOTECH INC. 6,851,843 Shares of Common Stock This prospectus relates to the resale of up to 6,851,843 shares of our common stock (referred to as common shares under Canadian corporate law) by the selling stockholders named in this prospectus. This prospectus may be used by the selling stockholders named herein to resell, from time to time, those shares of our common stock included herein. For information about the selling stockholders see Selling Stockholders on page 71. Our common stock is not currently listed on any national securities exchange market or quoted on the OTC Markets. On January 27, 2020, a market maker filed a Form 211 Application with the Financial Industry Regulatory Authority ("FINRA") to request permission to quote and trade the securities of the Company on OTC Markets. However, there can be no assurance that FINRA will approve our Form 211 Application. As of June 19, 2020, the application has not been approved. There is no assurance that an active trading market for our shares will develop or will be sustained if developed. The selling stockholders will sell their shares at a fixed price of $1.60 per share for the duration of this offering. See Determination of Offering Price and Plan of Distribution. We will not receive any proceeds from the sale of the shares of common stock by selling stockholders and have not made any arrangements for the sale of these securities. We will use our best efforts to maintain the effectiveness of the resale registration statement from the effective date through and until all securities registered under the registration statement have been sold or are otherwise able to be sold pursuant to Rule 144 promulgated under the Securities Act of 1933. The selling stockholders, and any participating broker-dealers, are deemed to be underwriters within the meaning of the Securities Act of 1933, as amended (the Securities Act ), and any commissions or discounts given to any such broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act. The selling stockholders have informed us that they do not have any agreement or understanding, directly or indirectly, with any person to distribute their common stock. We will be responsible for all fees and expenses incurred in connection with the preparation and filing of the registration statement of which this prospectus is a part; provided, however, that we will not be required to pay any underwriters discounts or commissions relating to the securities covered by the registration statement. We are an emerging growth company as defined in the Securities and Exchange Commission ( SEC ) rules and we will be subject to reduced public reporting requirements. See Emerging Growth Company and Smaller Reporting Company Status. Persons effecting transactions in the shares should confirm the registration of these securities under the securities laws of the states in which transactions occur or the existence of applicable exemptions from such registration. THE SHARES BEING OFFERED ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. THEY SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE RISK FACTORS BEGINNING ON PAGE 13 OF THIS PROSPECTUS FOR A DISCUSSION OF INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN OUR SECURITIES. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. You should rely only on the information contained in this prospectus. We have not, and the selling stockholders have not, authorized anyone to provide you with different information from that contained in this prospectus or in any free writing prospectus that we may authorize. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus. The date of this prospectus is ____________________, 2020. The Company has acquired a patent related to LED Lighting and intends to explore development opportunities of the LED lighting technology across manufacturing operations and intends to explore licensing opportunities across industries such as the horticultural industry, including for the purpose of growing hemp, as well as the automotive, industrial and commercial lighting industries. The Company is in contract to acquire a 51% interest in Cen Ukraine LLC ( CEN Ukraine ), which currently holds a license, granted by the federal government of Ukraine, for the cultivation and processing of cannabis sativa for industrial, supplement, pharmaceutical and other purposes in Ukraine. After closing this acquisition, the Company intends to explore the usage of hemp, which it intends to cultivate for usage in industrial, medical and food products. Hemp is related to cannabis as both are classified under the same botanical category of Cannabis sativa L. A significant difference between the two is that cannabis has increased amounts of tetrahydrocannabinol (THC) (5 20%), a psychotropic cannabinoid, and may have very little amounts of CBD (cannabidiol) and CBG (cannabigerol), which have no psychotropic properties (although regulations in certain countries, including Canada classify industrial hemp exclusively based on the THC content in the plant); whereas industrial hemp has virtually no THC (less than 0.3%). The THC concentration in industrial hemp is not enough to provide psychotropic effects, which renders industrial hemp useless for recreational use or abuse, and therefore industrial hemp does not serve a recreational psychoactive purpose. Canada, China and the United Kingdom are examples of major industrialized countries that have permitted regulated production industrial hemp deriving economic benefits from its lawful cultivation, distribution and sale. Hemp is a plant easy to cultivate, with predictable harvests and produces overall negative carbon print compared to other agricultural sources used for production of biodiesels among other uses. Industrial hemp is rich in proteins and essential amino acids, which may render it as a preferred source of food and animal feed. For the fiscal years ended December 31, 2019 and 2018, we generated no revenues, and reported net losses of $5,655,119 and $7,530,361, respectively, and negative cash flow from operating activities of $869,350 and $1,724,001 respectively. For the three months ended March 31, 2020, we generated no revenues, reported a net loss of $1,300,112, and had negative cash flow from operating activities of $180,213. As noted in our consolidated financial statements, as of March 31, 2020, we had an accumulated deficit of $42,610,284. We anticipate that we will continue to report losses and negative cash flow. Our auditors have raised substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses and negative cash flows from operations as well as our dependence on private equity financings. See Risk Factors We have a history of operating losses and our auditors have indicated that there is a substantial doubt about our ability to continue as a going concern. Products LED Lighting On September 12, 2016, the Company executed an agreement to acquire a patent related to LED Lighting, from Tesla Digital, Inc., a Canadian Corporation and Stevan Pokrajac. As part of the transaction the Company will employ Stevan Pokrajac in connection with the development of the acquired technology. As of June 19, 2020, the patent intangible remains in escrow in the name of Tesla Digital, Inc. until full settlement of the terms of the agreement. In the interim, CEN has the rights to use the patented technology. In connection with the acquisition the Company will issue one million shares of common stock. The Company intends to explore using the LED Lighting across manufacturing operations and licensing opportunities across multiple industries such as the horticultural industry, including for the purpose of growing hemp, as well as the automotive, industrial and commercial lighting industries. Hemp On December 14, 2017, the Company entered into a Controlling Interest Purchase Agreement (the Agreement ) with Bill Chaaban, our Interim CEO, President and Chairman, and Usamakh Saadikh, a member of our board of directors (the Sellers ) to acquire (the Acquisition ) 51% of the outstanding equity interests in Cen Ukraine, a corporation that was organized and has its principal offices in Ukraine. The agreement, which is subject to certain conditions, has not closed as of June 19, 2020. Cen Ukraine was founded to seek agricultural and pharmaceutical opportunities in Ukraine. Cen Ukraine currently holds a license, granted by the federal government of Ukraine, for the cultivation and processing of cannabis sativa for industrial, supplement, pharmaceutical and other purposes in Ukraine. The consideration will be paid by issuing shares of common stock of the Company. The Company intends, through Cen Ukraine, to explore the usage of hemp, which it intends to cultivate for usage in industrial, medical and food products. The Company s initial plans for the development of non-marijuana grade industrial hemp include targeting the automotive industry to supply hemp fiber, and investigating other industrial applications, and developing hemp nutritional supplement and beverage products for distribution through the extensive Ukrainian pharmacy network. Industrial hemp has many uses, including paper, textiles, biodegradable plastics, construction, health food, and fuel. It also runs parallel with the "Green Future" objectives that are becoming increasingly popular. Under favorable conditions, hemp requires little to no pesticides or herbicides, controls erosion of the topsoil, and produces oxygen. Furthermore, hemp can be used to replace many potentially harmful products, such as tree paper (the processing of which uses chlorine bleach, which results in the waste product polychlorinated dibensodioxins, popularly known as dioxins, which are carcinogenic, and contribute to deforestation), cosmetics, and plastics, most of which are petroleum-based and do not decompose easily. The strongest chemical needed to whiten the already light hemp paper is non-toxic hydrogen peroxide. Raw Materials and Components We intend to grow and cultivate all of our hemp materials in the Ukraine through CEN Ukraine. Under favorable conditions, hemp is a plant easy to cultivate, with predictable harvests and produces overall negative carbon print compared to other agricultural sources used for production of biodiesels among other uses. CEN Ukraine obtains the required raw materials to grow Hemp, which include seeds from the Bast Institute, which is a part of the Ukrainian federal government. If the Bast Institute ceases to sell seeds to CEN Ukraine, it would have to find an alternate supplier, and there can be no assurance that it would be able to do so. We intend to utilize strategic partners, contract manufacturers, and/or other third-party suppliers for the production of our LED Lighting Products. The raw materials and supplies required for the production of our lighting products may be available, in some instances from one supplier, and in other instances, from multiple suppliers. In those cases where raw materials are only available through one supplier, such supplier may be either a sole source (the only recognized supply source available to us) or a single source (the only approved supply source for us among other sources). We, our strategic partners, contract manufacturers, and/or other third-party suppliers will adopt appropriate policies to attempt, to the extent feasible, to minimize our raw material supply risks, including maintenance of greater levels of raw materials inventory and implementation of multiple raw materials sourcing strategies, especially for critical raw materials. Although to date we have not experienced any significant delays in obtaining any raw materials from suppliers, we cannot provide assurance that we, our strategic partners, contract manufacturers, and/or other third-party suppliers will not face shortages from one or more of them in the future. Research and Development The Company contracts with Stevan Pokrajac, the developer of the patented LED Lighting Technology, to assist the Company with the development of the acquired technology. As part of the acquisition Mr. Pokrajac will become an employee of the LED subsidiary with compensation of $200,000 per year commencing with the start of operations. We intend to grow and cultivate all of our hemp materials in the Ukraine through CEN Ukraine. CEN Ukraine has conducted research over the past four years relating to planting and harvesting hemp, as well as the processing of hemp into final products utilizing contract manufacturers. CEN Ukraine also has a full time agronomist, which is an expert in the science of soil management and crop production, on its staff. Competition We expect that our LED Lighting Products will compete against a variety of lighting products, including conventional light sources such as compact fluorescent lamps and High Intensity Discharge ( HID ) lamps, as well as other LED lighting products. Our ability to compete depends substantially upon the superior performance and lower total cost of ownership of our products. We anticipate that the competition for our products will also come from new technologies that offer increased energy efficiency, lower maintenance costs, and/or advanced features. We expect to compete with LED systems produced by large lighting companies, as well as smaller manufacturers or distributors. Some of these competitors offer products with performance characteristics similar to those of our products. Hemp-based products and the number of companies that produce them have experienced rapid growth in recent years, stemming in part from recent trends toward legalization of hemp in industrialized countries. Consequently, we will be operating in a highly competitive marketplace with various competitors. Increased competition may result in lower than anticipated gross margins and/or loss of market share, either of which would seriously harm its business and results of operations. Management cannot be certain that we will be able to compete against current or future competitors or that competitive pressure will not seriously harm our business. Some of our potential competitors are much larger and have greater access to capital, sales, marketing and other resources. These competitors may be able to respond more rapidly to new regulations or devote greater resources to the development and promotion of their business model than we can. Furthermore, some of these competitors may make acquisitions or establish co-operative relationships among themselves or with third parties in the industry to increase their ability to rapidly gain market share. The competitive factors facing us include safety, efficacy, price, quality, breadth of product line, manufacturing quality and capacity, service, marketing and distribution capabilities. Our current and future competitors may have greater resources, more widely accepted and innovative products and stronger name recognition than we do. Our ability to compete is affected by our ability, or that of our strategic partners, to: develop or acquire new products and innovative technologies; obtain all licenses, permits and regulatory clearance and compliance, when necessary, for our products; manufacture and sell our products cost-effectively; meet all relevant productions, manufacturing and quality standards for our products in their particular markets; respond to competitive pressures specific to each of our geographic and product markets; protect the proprietary technology of our products and avoid infringement of the proprietary rights of others; market our products; attract and retain skilled employees, including sales representatives; maintain and establish distribution relationships; and engage in acquisitions, joint ventures or other collaborations. Competitors could develop products that are more effective, cost less or are ready for commercial introduction before our products. If our competitors are better able to develop and patent products earlier than we can, or develop more effective and/or less expensive products that render our products obsolete or non-competitive, our business will be harmed and our commercial opportunities will be reduced or eliminated. Customers We currently do not have any customer for our planned LED Lighting Products or our planned hemp products. Intellectual Property On September 12, 2016, the Company executed an agreement to acquire assets, including patented LED Lighting, from Tesla Digital, Inc. (a Canadian corporation) and Stevan (Steve) Pokrajac. The patent intangible remains in escrow in the name of Tesla Digital, Inc. until full settlement of the terms of the agreement. In the interim, CEN has the rights to use the patented technology. In connection with the acquisition the Company will issue one million shares of common stock. The patent referenced above was issued on May 13, 2014 under Patent No. US 8,723,425 by the United States Patent Office, and has a duration until June 17, 2031. The Company plans to explore manufacturing operations and licensing opportunities across multiple industries such as horticultural, automotive, industrial and commercial lighting. The assets acquired other than the patent included old machinery and raw materials. The Company has assigned no value to these since their value was not relevant to or calculated in the Company s offer for acquisition. Recent Developments On January 27, 2020, a market maker filed a Form 211 Application with the Financial Industry Regulatory Authority ("FINRA") to request permission to quote and trade the securities of the Company on OTC Markets. However, there can be no assurance that FINRA will approve our Form 211 Application. As of June 19, 2020, the application has not been approved. The outbreak of a novel coronavirus (COVID-19), which the World Health Organization declared in March 2020 to be a pandemic, continues to spread throughout the United States of America and the globe. Many State Governors issued temporary Executive Orders that, among other stipulations, effectively prohibit in-person work activities for most industries and businesses, having the effect of suspending or severely curtailing operations. The extent of the ultimate impact of the pandemic on the Company's operational and financial performance will depend on various developments, including the duration and spread of the outbreak, and its impact on potential customers, employees, and vendors, all of which cannot be reasonably predicted at this time. While management reasonably expects the COVID-19 outbreak to negatively impact the Company's financial condition, operating results, and timing and amounts of cash flows, the related financial consequences and duration are highly uncertain. Government Regulations Hemp As discussed above, we plan on expanding our business plan to include (i) the cultivation and production of hemp in the Ukraine (ii) the manufacturing of hemp products in the Ukraine and Canada and (iii) the sales and distribution of hemp products globally, including but not limited to Canada, Ukraine, and the United States. Cannabis versus Hemp While hemp and cannabis are both derived from the same species (Cannabis sativa), there are major differences in the characteristics of the respective plant strains that produce industrial hemp on the one hand, and cannabis products on the other. In short, hemp is a strain of the Cannabis sativa plant that has been grown primarily for use in industrial applications and has been specifically cultivated to produce a low tetrahydrocannabinol ( THC ) content and a high cannabidiol ( CBD ) content. THC is the psychoactive constituent of cannabis and is responsible for producing the psychoactive effects of the drug. CBD is another active ingredient present in Cannabis sativa plants, and it largely acts to neutralize the psychoactive effects of THC and is not associated with psychoactive effects. Since hemp strains have very little THC and a lot of CBD, they do not produce psychoactive effects when ingested. Canada In Canada, cannabis and industrial hemp are governed by separate regulations under the Cannabis Act. The products are legally distinguished by the concentration of THC in the leaves and flowering heads of the plant. A cannabis plant containing more than 0.3% THC weight for weight ( w/w ) is legally defined as cannabis. A cannabis plant containing less than 0.3% THC w/w is legally defined as industrial hemp. Although we will not pursue any business related to cannabis (whether for recreational and medicinal purposes), we do intend to manufacture and offer hemp-based products in Canada upon obtaining required licensing under the Industrial Hemp Regulations. Licensing, production, processing, distribution, marketing, importation, exportation and sale of cannabis and cannabis derivative products is regulated by the Cannabis Regulations, promulgated under the Cannabis Act. Cannabis is legal in Canada for both recreational and medicinal purposes. Initially, medicinal use of cannabis was legalized in Canada on July 30, 2001 under conditions outlined in the Marihuana for Medical Purposes Regulations, later superseded by the Access to Cannabis for Medical Purposes Regulations, governed by Health Canada. The federal Cannabis Act, and associated Cannabis Regulations came into effect on October 17, 2018 and made Canada the second country in the world to formally legalize the cultivation, possession, acquisition, distribution, sale and consumption of recreational cannabis and its derivatives. In October 2019, additional regulations came into force, permitting the production, distribution, sale and consumption of a broader range of cannabis products, including edible cannabis, cannabis topicals and cannabis extract products. Activities involving the licensing, cultivation, production, importation, exportation and sale of industrial hemp and derivatives of industrial hemp plants are regulated by the Industrial Hemp Regulations, promulgated under the Cannabis Act. As indicated above, industrial hemp is defined as any part of the cannabis plant that contains 0.3% or less of THC w/w. There is no limit on how much CBD may be contained in industrial hemp plants or derivative products. A product made by processing the grain of industrial hemp or a product made from that processed grain is exempt from application of the Industrial Hemp Regulations where the concentration of THC in the product is 10 microgram/gram ( g/g ) THC or less. Additionally, non-viable cannabis seeds, bare mature stalks and fiber derived from these stalks are exempt from application of the Cannabis Act and Industrial Hemp Regulations. An industrial hemp license holder is authorized to conduct any of the following activities that are authorized by its license: (a) to sell industrial hemp, with certain restrictions. In particular, flowering heads, leaves and branches may only be sold to a holder of an industrial hemp license or license governed by the Cannabis Regulations; (b) to import or export seed or grain, with certain additional requirements (as set out below); (c) to cultivate industrial hemp. However, other than a plant breeder, a license holder may only sow seed of pedigreed status that is of an approved cultivar or from a varietal that is set out in its license; (d) in the case of a plant breeder, to propagate industrial hemp from a varietal that is set out in its license; (e) to possess seed or grain for the purposes of cleaning it; (f) to possess grain for the purpose of processing it. However, the holder of a license that authorizes possession of grain for the purposes of processing it, must render the grain non-viable and conduct adequate testing to ensure same; or (g) to obtain seed by preparing it. A license holder whose license authorizes importation and exportation must also acquire the necessary permits to import and export. There are additional restrictions on importing, as follows: an importer of seed must only import seed of pedigreed status that is of an approved cultivar; a plant breeder must only import seed of a variety of industrial hemp that is set out in its license; and an importer of grain must only import grain from a country that participates in the Organisation for Economic Co-operation and Development Seed Schemes or a country that has an agency that is a member of the Association of Official Seed Certifying Agencies. It is important to note that not every activity involving industrial hemp falls within the scope of the Industrial Hemp Regulations. For example, extraction of CBD from the flowering heads, leaves and branches of an industrial hemp plant would require a cannabis processing license and would be regulated under the Cannabis Regulations. United States Until 2014, when 7 U.S. Code 5940 became federal law as part of the Agricultural Act of 2014 (the 2014 Farm Act ), products containing oils derived from hemp, notwithstanding a minimal or non-existing THC content, were classified as Schedule I illegal drugs. The 2014 Farm Act expired on September 30, 2018, and was thereafter replaced by the Agricultural Improvement Act of 2018 on December 20, 2018 (the 2018 Farm Act ), which amended various sections of the U.S. Code, thereby removing hemp, defined as cannabis with less than 0.3% of THC, from Schedule 1 status under the Controlled Substances Act ( CSA ), and legalizing the cultivation and sale of hemp at the federal level, subject to compliance with certain federal requirements and state law, amongst other things. THC is the psychoactive component of plants in the cannabis family generally identified as marihuana or marijuana. We anticipate that our hemp products will be federally legal in the United States in that they will contain less than 0.3% of THC in compliance with the 2018 Farm Bill guidelines and will have no psychoactive effects on our customers bodies. Notwithstanding, there is no assurance that the 2018 Farm Act will not be repealed or amended such that our products containing hemp-derived CBD would once again be deemed illegal under federal law. The 2018 Farm Bill also shifted regulatory authority from the Drug Enforcement Administration to the Department of Agriculture. The 2018 Farm Bill did not change the United States Food and Drug Administration s ( FDA ) oversight authority over hemp products. The 2018 Farm Act delegated the authority to the states to regulate and limit the production of hemp and hemp derived products within their territories. Although many states have adopted laws and regulations that allow for the production and sale of hemp and hemp derived products under certain circumstances, no assurance can be given that such state laws may not be repealed or amended such that our intended hemp products would once again be deemed illegal under the laws of one or more states now permitting such products, which in turn would render such intended products illegal in those states under federal law even if the federal law is unchanged. In the event of either repeal of federal or of state laws and regulations, or of amendments thereto that are adverse to our intended hemp products, we may be restricted or limited with respect to those products that we may sell or distribute, which could adversely impact our intended business plan with respect to such intended products. Additionally, the FDA has indicated its view that certain types of hemp products may not be permissible under the United States Federal Food, Drug and Cosmetic Act ( FDCA ). The FDA s position is related to its approval of Epidiolex, a marijuana-derived prescription medicine to be available in the United States. The active ingredient in Epidiolex is CBD. On December 20, 2018, after the passage of the 2018 Farm Bill, FDA Commissioner Scott Gottlieb issued a statement in which he reiterated the FDA s position that, among other things, the FDA requires a cannabis product (hemp-derived or otherwise) that is marketed with a claim of therapeutic benefit, or with any other disease claim, to be approved by the FDA for its intended use before it may be introduced into interstate commerce and that the FDCA prohibits introducing into interstate commerce food products containing added hemp, and marketing products containing hemp as a dietary supplement, regardless of whether the substances are hemp-derived. Although we believe our planned hemp product offerings comply with applicable federal and state laws and regulations, legal proceedings alleging violations of such laws could have a material adverse effect on our business, financial condition and results of operations. We do not intend to offer and do not compete with companies that offer cannabis products containing high levels of psychoactive THC in the United States. Although legal in some states in the United States, we do not intend to enter into this market. We may offer hemp-based products to customers in the United States but will not compete with any medical or recreational marijuana sellers of products for high THC content sales due to legal and regulatory restrictions and uncertainty in the United States. Because of regulatory challenges facing marijuana companies in the United States, the vast majority of the companies focused on THC are Canadian and foreign, although several have begun to pursue domestic activities in states that permit marijuana sales. Federal law does not generally recognize marijuana (or hemp that exceeds 0.3% THC) as lawful, although that may change in the future. Ukraine Hemp is a traditional crop cultivated in Ukraine for centuries. Industrial hemp production is allowed in Ukraine for seeds and fibers only. Growers must apply for a license in advance of the growing season and must be in compliance with the applicable licensing conditions. There are no known limitations on the circulation of hemp seeds, fibers and products of processing thereof, that have a THC limit below the regulatory requirements of the Ukraine (which are 0.08 percent). Hemp plantations that demonstrate THC level above 0.08 percent must be destroyed by a farmer. A farmer needs a license to grow hemp. The license is issued by the State Service of Ukraine on Medicines and Drugs Control (SSUMDC). A grower should submit an application to the SSUMDC before the growing season begins (usually in the autumn). After the growing season is completed (but before October 1), farmers must submit their annual reports on the volume of hemp production to SSUMDC. These regulations are uniformly applicable to the whole country. If we close on the CEN Ukraine Acquisition as planned, CEN Ukraine, which we plan to use to grow and cultivate hemp for all of our hemp related products will have to comply with all of the applicable laws and regulations applicable to hemp in the Ukraine. Currently, CEN Ukraine holds a license, granted by the SSUMDC, for the cultivation and processing of cannabis sativa for industrial, supplement, pharmaceutical and other purposes in Ukraine. Worldwide We initially plan to sell and distribute our hemp products in the U.S. and Canada, however, we may in the future, possibly seek to sell and distribute our hemp products in additional geographic areas that permit the sale and distribution of same. Since hemp is derived from the Cannabis sativa plant, there will be laws, rules and regulations that the Company will have to comply with in certain areas in order to conduct sales and distributions of its hemp products in such areas. Every country, state and region may have their own specific laws, rules and regulations applicable to the sale and distribution of hemp and the Company will have to comply with all such applicable laws, rules and regulations when conducting its hemp sales and distribution activities in the applicable areas. Further, the laws, rules and regulations applicable to hemp worldwide may change and the Company will have to adapt to same, or if there is a ban of the sale and distribution of hemp products in certain areas, the Company will not be able to conduct sales and distributions of its hemp products in such areas. Risk Factors Our business is subject to numerous risks and uncertainties, including those described in Risk Factors immediately following this prospectus summary and elsewhere in this prospectus. These risks represent challenges to the successful implementation of our strategy and to the growth and future profitability of our business. These risks include, but are not limited to, the following: We have a history of operating losses; Public health epidemics or outbreaks (such as the novel strain of coronavirus (COVID-19)) could adversely impact our business; We may be unable to attract sufficient demand for and obtain acceptance of our hemp-based products by consumers; We are subject to Canada s Cannabis Act, Industrial Hemp Regulations, Food and Drugs Act and analogous provisions of applicable federal, provincial, state and local laws and could face substantial penalties if we fail to comply with such laws; We may be unable to attract sufficient demand for and obtain acceptance of our hemp-based products by consumers; Possible yet unanticipated changes in federal and state law could cause any products that we intend to launch, containing hemp to be illegal, or could otherwise prohibit, limit or restrict any of our products containing hemp; Risks associated with the hemp products industry; Risks associated with the LED products industry; FDA regulation could negatively affect the hemp industry, which would directly affect our financial condition; Sources of hemp depend upon legality of cultivation, processing, marketing and sales of products derived from those plants under federal and state law of the United States, Canada and Ukraine; Because our distributors may only sell and ship our anticipated hemp-based products in states in the United States that have adopted laws and regulations qualifying under the 2018 Farm Act, a reduction in the number of states having such qualifying laws and regulations could limit, restrict or otherwise preclude the sale of intended products containing hemp; There may be unanticipated delays in the development and introduction of our future hemp-based products and/or our inability to control costs; We may be unable to consistently retain or hire third-party manufacturers, suppliers or other service providers to produce our hemp-based products; We do not have control over all third parties involved in the manufacturing of our products and their compliance with government health and safety standards. Even if our products meet these standards, they could otherwise become contaminated; The manufacture and sale of our products involves product liability, potential intellectual property infringement and related risks that could expose us to significant insurance and loss expenses; Confusion between legal hemp and illegal cannabis; Seasonal fluctuations in revenue; Our failure to promote and maintain a strong brand; Failure to achieve or sustain profitability; Our failure to successfully or cost-effectively manage our marketing efforts and channels, and the failure of such efforts and channels to be effective in generating leads and business for the Company or any of its affiliated providers; Significant competition; Adequate protection of confidential information; The business risks of United States and international operations; Our vulnerability to changes in consumer preferences and economic conditions; Potential litigation from competitors and health related claims from customers; A limited market for our common stock; There may be unanticipated delays in the development and introduction of our future LED products and/or our inability to control costs; Our ability to adequately protect the intellectual property used to produce our hemp-based products and our LED based products; and Our ability to stay abreast of modified or new laws and regulations applying to our business. In addition, our auditors have raised substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses from operations and negative cash flows from operations as well as our dependence on private equity and financings in our audit report for the fiscal year ended December 31, 2019 and 2018. Corporate History We are a Canadian holding company, incorporated in Canada on August 4, 2013 as a subsidiary of Creative Edge Nutrition, Inc. ( Creative ), a Nevada corporation. Creative separated its planned specialty pharmaceutical business located in Canada by transferring substantially all of the assets and liabilities of the planned specialty pharmaceutical business to the Company and effecting a distribution ( Spin Off Distribution ) of the Company s common stock to Creative stockholders on February 29, 2016. The Spin-Off Distribution was expected to be tax free for U.S. Federal income tax purposes. Prior to the Spin Off Distribution, the Company initially pursued the cannabis business in Canada and obtained funding to build the initial phase of its comprehensive seed-to-sale facility and applied to obtain a license in Canada to begin operating its state-of-the-art medical marijuana cultivation, processing, and distribution facility in Lakeshore, Ontario. On March 11, 2015, the Company s application for a license to produce marijuana for medical purposes was formally rejected by Canadian regulatory authority. On February 1, 2016 the Company commenced legal action against the Attorney General of Canada in the Ontario Superior Court of Justice for damages for detrimental reliance, economic loss, and prejudgment and post judgment interest, costs of the proceeding and other relief that the court may seem just. As of June 19, 2020 the action in the Ontario Superior Court of Justice is still ongoing. In the meantime the Company decided to develop and pursue other businesses that are related to hemp and Light Emitting Diode ( LED ) lighting. Emerging Growth Company and Smaller Reporting Company Status As a public reporting company with less than $1,070,000,000 in revenue during our last fiscal year, we qualify as an emerging growth company under the Jumpstart our Business Startups Act of 2012 (the JOBS Act ). An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we: are not required to obtain an attestation and report from our auditors on our management s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as compensation discussion and analysis ); are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the say-on-pay, say-on-frequency and say-on-golden-parachute votes); are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure; may present only two years of audited financial statements and only two years of related Management s Discussion & Analysis of Financial Condition and Results of Operations ( MD&A ); and are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act. We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under 107 of the JOBS Act. Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a smaller reporting company under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding management s assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or Chief Executive Officer pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure. Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the Securities Act ), or such earlier time that we no longer meet the definition of an emerging growth company. In this regard, the JOBS Act provides that we would cease to be an emerging growth company if we have more than $1,070,000,000 in annual revenues, have more than $700 million in market value of our Common stock held by non-affiliates, or issue more than $1.0 billion in principal amount of non-convertible debt over a three-year period. We would cease to be an emerging growth company on the last day of the fiscal year following the date of the fifth anniversary of our first sale of common equity securities under an effective registration statement or a fiscal year in which we have $1 billion in gross revenues. Further, under current SEC rules we will continue to qualify as a smaller reporting company for so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $250 million as of the last business day of our most recently completed second fiscal quarter. Corporate Information Our principal executive offices are located at 7405 Tecumseh Road East Suite 300, Windsor, Ontario, Canada N8T 1G2, and our telephone number at that location is (519) 419-4958. The Offering Issuer CEN Biotech Inc. Common stock offered by the selling stockholders 6,851,843 shares Common stock outstanding 27,268,363 shares Offering price per share $1.60 (for the duration of this offering). See Determination of Offering Price and Plan of Distribution. Use of proceeds We will not receive any proceeds from the sale of common stock by the selling stockholders in this offering. See Use of Proceeds and Selling Stockholders. Risk factors See Risk Factors beginning on page 13 of this prospectus for a discussion of some of the factors you should carefully consider before deciding to invest in our common stock.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001657312_verona_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001657312_verona_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..deaaae5d651d60e922f0ca30c0097309d793876f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001657312_verona_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus carefully, including the Risk Factors, Business and Management s Discussion and Analysis of Financial Condition and Results of Operations sections and our audited financial statements, including the notes thereto, incorporated by reference into this prospectus, before deciding to invest in our ordinary shares (including in the form of ADSs). Overview We are a clinical-stage biopharmaceutical company focused on developing and commercializing innovative therapeutics for the treatment of respiratory diseases with significant unmet medical need. Our product candidate, ensifentrine is an investigational, potential first-in-class, inhaled, dual inhibitor of the enzymes phosphodiesterase 3 and 4, or PDE3 and PDE4, that is designed to act as both a bronchodilator and an anti-inflammatory agent. We are not aware of any other single compound in clinical development or approved by the U.S. Food and Drug Administration, or FDA, nor the European Medicines Agency, or EMA, for the treatment of respiratory diseases that acts as both a bronchodilator and anti-inflammatory agent. We believe ensifentrine has the potential to be the first novel class of bronchodilator in over 40 years. A nebulized formulation of ensifentrine has completed Phase 2 clinical development for the treatment of chronic obstructive pulmonary disease, or COPD, and we expect to commence Phase 3 clinical trials later in 2020. We are investigating the potential impact of the COVID-19 pandemic on the Phase 3 program, including the planned design, cost and timelines and we are evaluating potential mitigations including pre-enrollment COVID-19 screening among others. Successful Phase 1 and 2 studies have been completed with nebulized ensifentrine in healthy volunteers and in patients with cystic fibrosis, or CF, chronic asthma and allergic rhinitis, in addition to COPD. A Phase 2 study in COPD with ensifentrine formulated in a dry powder inhaler, or DPI, has been completed, with positive clinical results reported in August 2019. We commenced a Phase 2 study in COPD with ensifentrine formulated in a pressurized metered dose inhaler, or pMDI, and completed the single-dose portion (Part A) of the study in March 2020. We postponed the multiple-dose portion of this study (Part B) due to concerns regarding the safety of trial subjects, caregivers and medical staff during the COVID-19 pandemic, but following an assessment of the safety plans and procedures put in place by the UK clinical trial site, we are planning to initiate Part B of this study in the third quarter of 2020. In addition, in July 2020, we received a notice to proceed from the FDA to evaluate pMDI ensifentrine in a randomized, double-blind, placebo-controlled pilot clinical study for the treatment of patients hospitalized with COVID-19. We plan to start this study in the third quarter of 2020. For the past 40 years, the treatment of COPD has been dominated by three classes of inhaled therapies approved for use by the FDA or EMA: antimuscarinic agents and beta2-agonists, both available as either short-acting or long-acting bronchodilators, and inhaled corticosteroids, or ICS, known for their anti-inflammatory effects. However, despite existing treatment with one or multiple combinations of these therapies, and owing to the progressive and incurable nature of COPD, many COPD patients on maximum inhaled therapy still experience significant lung function impairment and symptoms for which limited further approved treatment options are available. One such treatment is an oral formulation of a PDE4 inhibitor (roflumilast) with anti-inflammatory properties, although frequency of adverse events has limited its use in COPD patients. Clinicians have expressed desire to use this oral PDE4 inhibitor in more patients were it not for the adverse events. We believe this suggests that ensifentrine has potential to become an important treatment for COPD and other respiratory diseases if our late-stage clinical program demonstrates favorable efficacy, safety and tolerability results for the compound. Despite treatment with currently approved therapies, many patients with COPD experience daily symptoms impairing their quality of life. Airway obstruction and air trapping due to narrow air passages are major causes of debilitating breathlessness (dyspnea) reducing the patient s physical ability and causing anxiety and depression. Of the patients treated with dual bronchodilator (long-acting antimuscarinic agents, or LAMA/long-acting beta2 agonists, or LABA) and triple therapy (LAMA/LABA/ICS), research suggests TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED AUGUST 25, 2020 PROSPECTUS 355,831,184 Shares VERONA PHARMA PLC Ordinary Shares (including Ordinary Shares in the form of American Depositary Shares) This prospectus relates to the resale from time to time in one or more offerings by the selling shareholders named herein of up to an aggregate of 355,831,184 of our ordinary shares, nominal value 0.05 per share, of which 307,520,072 are in the form of American Depositary Shares, or ADSs, and 48,088,896 are ordinary shares that may be re-designated from our non-voting ordinary shares, nominal value 0.05 per share. The ordinary shares registered hereby may be offered and sold by the selling shareholders through one or more underwriters, broker-dealers, agents or directly to purchasers, or through a combination of these methods. If the ordinary shares are sold through underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent s commissions. The ordinary shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. See Plan of Distribution. We are not selling any ordinary shares under this prospectus, and we will not receive any of the proceeds from the offer and sale of ordinary shares by the selling shareholders. Our ADSs are listed on The Nasdaq Global Market under the symbol VRNA. On August 24, 2020, the last reported sale price of our ADSs on The Nasdaq Global Market was $7.67 per ADS. Our ordinary shares are listed on AIM of the London Stock Exchange, or AIM, under the symbol VRP. On August 24, 2020, the last reported sale price of our ordinary shares on AIM was 0.74 per share. Investing in our securities involves risks. See Risk Factors beginning on page 7 of this prospectus and THE DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS concerning factors you should consider before investing in our securities. We are an emerging growth company under applicable Securities and Exchange Commission rules and are eligible for reduced public company disclosure requirements. See Summary Implications of Being an Emerging Growth Company and a Foreign Private Issuer. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2020 TABLE OF CONTENTS that up to 40% (approximately 1.2 million patients in the United States alone) are uncontrolled, remaining symptomatic and at an increased risk of exacerbations. Existing anti-inflammatory therapies used in COPD, namely ICS and the oral PDE4 inhibitor, roflumilast, have been shown to be effective in only subsets of COPD patients. Furthermore, significant side effects and adverse events such as pneumonia are associated with inhaled or systemic corticosteroid use, and significant gastrointestinal side effects are associated with roflumilast, which can limit compliance. Thus, we believe there is a need for alternative anti-inflammatory therapies. Ensifentrine is an investigational, potential first-in-class, inhaled, dual inhibitor of phosphodiesterase, or PDE, enzymes PDE3 and PDE4. PDEs are well known and validated therapeutic targets, and many PDE inhibitors, with different specificities, are currently available in the market for a range of indications. PDE3 is present in airways and the lung, and inhibition of this enzyme is primarily responsible for the bronchodilatory action of ensifentrine. PDE4 is predominantly found in inflammatory and epithelial cells, and inhibition of this enzyme contributes to ensifentrine s anti-inflammatory design. PDEs metabolize the critical signaling molecules, cyclic adenosine monophosphate, or cAMP, and cyclic guanosine monophosphate, or cGMP. By inhibiting PDE3 and PDE4, ensifentrine is designed to increase the levels of cAMP and cGMP, resulting in bronchodilator and anti-inflammatory effects. Ensifentrine is also designed to stimulate the cystic fibrosis transmembrane conductance regulator, or CFTR, which is an ion channel in the epithelial cells lining the airways. Mutations in the CFTR protein result in poorly or non-functioning ion channels, which cause CF and are potentially important in COPD. CFTR stimulation leads to improved electrolyte balance in the lung and thinning of the mucus, which facilitates mucociliary clearance and leads to improved lung function and potentially a reduction in lung infections. Dual inhibition of PDE3 and PDE4 has been observed to be more effective than inhibition of either PDE alone at relaxing airway smooth muscle cells and suppressing the activation and functions of pro-inflammatory cells residing in the lung, both of which are commonly understood to play a significant role in COPD and CF. Ensifentrine is designed to target multiple aspects of respiratory diseases such as COPD and CF through its combined bronchodilatory, anti-inflammatory and mucociliary clearance mechanisms. Based on our pre-clinical studies, we believe that ensifentrine also has the potential to reduce the deleterious inflammation in CF patients, which seems to be largely driven by neutrophils, to reduce airway obstruction through bronchodilation and to enhance mucociliary clearance through stimulation of the CFTR on airway epithelial cells. We believe the bronchodilator and anti-inflammatory properties of ensifentrine, combined with its ability to decrease mucus viscosity thereby improving mucociliary clearance, suggest that inhibition of PDE3 and PDE4 is an attractive therapeutic strategy to treat CF. Furthermore, ensifentrine may be a suitable treatment for patients with asthma. Asthma is also an inflammatory disease of the airways and causes symptoms such as shortness of breath and cough that vary over time in their frequency and intensity. These symptoms are associated with patients having difficulty breathing due to reversible airway obstruction, airway wall thickening, and mucus production. Asthma attacks can be triggered by a number of factors including allergens, infections, stress and certain drugs. Such exacerbations may occur even if patients are taking their medications, especially in those with more severe disease. We believe ensifentrine s bronchodilator and anti-inflammatory properties may be useful also in patients with asthma. Private Placements On July 17, 2020, we entered into a Securities Purchase Agreement, or the Purchase Agreement, with the selling shareholders. Pursuant to the Purchase Agreement, we agreed to sell an aggregate of 38,440,009 ADSs, each representing eight ordinary shares, and 48,088,896 non-voting ordinary shares, at a purchase price equal to $4.50 per ADS and $0.5625 per non-voting ordinary share, which we refer to as the 2020 Private Placement in this prospectus. The Purchase Agreement contained customary representations and warranties from us and the selling shareholders and customary closing conditions. The closing of the 2020 Private Placement occurred on July 22, 2020. We received aggregate gross proceeds from the 2020 Private Placement of approximately $200 million. In connection with the 2020 Private Placement, we entered into a Registration Rights Agreement with the selling shareholders. Pursuant to the Registration Rights Agreement, we agreed to prepare and file a registration statement with the SEC no later than 30 days following the closing date for purposes of registering TABLE OF CONTENTS the resale of the ordinary shares underlying the ADSs and the ordinary shares into which the non-voting ordinary shares may be re-designated. We also agreed to use our commercially reasonable efforts to cause the registration statement to be declared effective by the SEC. Additionally, on July 14, 2020, we entered into a subscription agreement with David Ebsworth, a director, pursuant to which Dr. Ebsworth purchased 222,216 ordinary shares at a purchase price per share of 0.45 concurrently with, and contingent upon, the 2020 Private Placement, which we refer to as the Concurrent Placement in this prospectus. Corporate Information We were incorporated in February 2005 under the laws of England and Wales with the Registrar of Companies of England and Wales under the name Isis Resources plc. In September 2006, we acquired Rhinopharma Limited, a private company incorporated in Canada, and changed our name to Verona Pharma plc. We have two wholly-owned subsidiaries, Verona Pharma Inc., which is incorporated in the United States in the State of Delaware, and Rhinopharma Ltd., which is incorporated in Canada. Our principal office is located at 3 More London Riverside, London SE1 2RE, United Kingdom, and our telephone number is +(44) 203 283 4200. The principal legislation under which we operate is the Companies Act 2006. Our agent for service of process in the United States is Cogency Global Inc. . Implications of Being an Emerging Growth Company and a Foreign Private Issuer We are an emerging growth company as defined in the Jumpstart Our Business Startups Act, or JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other publicly traded entities that are not emerging growth companies. These exemptions include: We are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002; we are not required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board, regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); we are not required to submit certain executive compensation matters to shareholder advisory votes, such as say-on-pay, say-on-frequency and say-on-golden parachutes ; and we are not required to disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer s compensation to median employee compensation. We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the closing of the initial public offering of our ADSs or such earlier time that we no longer qualify as an emerging growth company. As a result, the information we provide to our shareholders may be different than you might receive from other public reporting companies in which you hold equity interests. Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Exchange Act, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have chosen to irrevocably opt out of this extended transition period and as a result, we comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Under federal securities laws, our decision to opt out of the extended transition period is irrevocable. We will remain an emerging growth company until the earliest of: (i) the last day of the first fiscal year in which our total annual gross revenues are $1.07 billion; (ii) the last day of the fiscal year following the TABLE OF CONTENTS fifth anniversary of the date of the closing of the initial public offering of our ADSs; (iii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Exchange Act, which would occur if the aggregate market value of our common shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (iv) the date on which we have issued more than $1 billion in non-convertible debt securities during the previous three-year period. We currently report under the Exchange Act as a non-U.S. company with foreign private issuer status. Foreign private issuers under the Exchange Act, are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. Beginning January 1, 2021, we will be subject to the rules and regulations of the SEC applicable to U.S. domestic public companies, including, among other things, the requirement to file an annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as required, rules governing solicitation of proxies, the provisions of Regulation Fair Disclosure, which regulate the selective disclosure of material information, and the requirement for insiders to file public reports of their ownership and trading activities. In addition, we will be subject to the Nasdaq Global Market listing requirements applicable to U.S. domestic companies, including, among other things, requirements with respect to the composition of our board of directors and committees, certain corporate governance matters and shareholder approval of certain actions. We will also be required to report our financial statements in accordance with U.S. generally accepted accounting principles. We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and in our filings with the SEC that are incorporated by referenced herein. As a result, the information that we provide to our shareholders may be different than you might receive from other public reporting companies in which you hold equity interests. TABLE OF CONTENTS THE OFFERING Ordinary shares offered by the selling shareholders 307,742,288 ordinary shares of which 307,520,072 are in the form of ADSs and 48,088,896 ordinary shares upon re-designation of non-voting ordinary shares Ordinary shares issued and outstanding 414,278,294 ordinary shares (including ordinary shares in the form of ADSs) Non-Voting ordinary shares issued and outstanding 48,088,896 Use of proceeds The selling shareholders will receive the proceeds from the sale of the ordinary shares (including in the form of ADSs) in this offering. We will not receive any proceeds from the sale of the ordinary shares but will pay the expenses (other than any underwriting discounts and broker s commissions and similar expense) of this offering. Dividend Policy We have never paid or declared any cash dividends on our ordinary shares or ADSs, and we do not anticipate paying any cash dividends on our ordinary shares or ADSs in the foreseeable future.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001661460_poseida_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001661460_poseida_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001661460_poseida_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001671930_questcorp_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001671930_questcorp_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..11135f1e2aff6c01060f4f3eab72424d56b01247
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001671930_questcorp_prospectus_summary.txt
@@ -0,0 +1 @@
+summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including "
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001676580_vision_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001676580_vision_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3e526b53045b50c1d16d698a9292febba966f48b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001676580_vision_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained throughout this Prospectus and is qualified in its entirety to the more detailed information and financial statements included elsewhere in this Prospectus. This summary does not contain all of the information that should be considered before investing in our common stock. Investors should read the entire Prospectus carefully, including the more detailed information regarding our business, the risks of purchasing our common stock discussed in this Prospectus under "Risk Factors" beginning on page 4 of this Prospectus and our financial statements and the accompanying notes beginning on page F-1 of this Prospectus. Except where the context otherwise requires, the terms, "we," "us," "our," "Vision Hydrogen" or "the Company," refer to the business of Vision Hydrogen Corporation, a Nevada corporation. Overview The 2020 year has been challenging for us. Originally, we set out to provide hydrogen energy systems for residential users. The original business plan, established in April 2016, focused on developing the market for residential off grid hydrogen energy systems while simultaneously acquiring companies that possessed technicians who could be trained in the design and deployment of these hydrogen energy systems. In February 2020, we decided to adopt another approach in market development, which was to pursue the one market that was establishing momentum, hydrogen production on a plant size scale. Hydrogen production that can be transported for vehicles. In order to achieve our new strategic business model, we decided to sell both our subsidiaries because they were not producing enough profit and were not a strategic fit with our goal of developing the market for hydrogen energy systems. Further, the hydrogen energy market for residential users was not developing at all based on cost inefficiencies, and debt levels were beginning to impact us adversely. Beginning in March 2020, the following steps were undertaken to implement the business transition plan: March 2020 - Commenced discussions with investor regarding financing options for our company and strategic acquisitions. April 21, 2020 - Concluded the disposition of the PVBJ subsidiary May 2020 - Commenced discussions and diligence for an investment in a hydrogen production project in the Netherlands, known as Volt H2 May 18, 2020 - Concluded the disposition of The Pride Group subsidiary July 2020 - Concluded 2nd and 3rd tranches of debt financing with proceeds earmarked for an investment in Volt H2. August 12, 2020 - Concluded acquisition of an equity interest in Volt H2 October 6, 2020 – Changed the company name to Vision Hydrogen Corporation and effected a twenty-for-one reverse stock split of our outstanding common stock With the initial investment into the hydrogen production market via Volt H2, the first step in transitioning our hydrogen business focus has been completed. We now will continue to operate the business in a manner that is aligned with our primary hydrogen business strategy. Recent Transactions Sale of PVBJ On April 21, 2020, we sold PVBJ back to PVBJ pursuant to the terms as follows: (a) Benis Holdings applied the $221,800 earn-out liability as consideration towards the purchase of PVBJ; (b) Paul Benis applied the remaining salary due to him, as prorated from the closing date to the expiration date of his employment agreement (January 31, 2021), to the purchase of PVBJ by Benis Holdings as additional consideration thereof, and as a result, we have no further salary obligation to Paul Benis, who resigned as our executive officer; and (c) as additional consideration for the purchase of PVBJ by Benis Holdings, PVBJ assumed responsibility for the line of credit agreement with Thermo. Sale of Pride On May 18, 2020, we executed the Agreement with Turquino providing for our sale of 100% of Pride s outstanding stock Pride to Turquino in return for Turquino s assumption of the $550,000 of Notes and the debt obligations and accrued interest related thereto. In conjunction therewith, Hidalgo and Doyle assigned the notes to Turquino, at which time Turquino became responsible for the debt obligations under the Notes and we had no further note obligations to Hidalgo or Doyle, and we reduced our debt by approximately $600,000, or 65% of the corporate debt obligations. We obtained a valuation of the fair market value of Pride from an independent third party, which valued Pride at $425,000. The Agreement provided that the parties mutually release one another and discharge and release the other party (and their respective current and former officers, directors, employees, shareholders, note holders, attorneys, assigns, agents, representatives, predecessors and successors in interest), from any and all claims, demands, obligations, or causes of action. Volt Investment On August 12, 2020, pursuant to a Seed Capital Subscription Agreement, we made an equity investment into VoltH2 Holdings AG ("VoltH2"), a Swiss corporation developing scalable green hydrogen production projects primarily in Europe. VoltH2 is currently developing a 25MW green hydrogen production site near Vlissingen, Netherlands. The investment was for a total purchase price $175,000, and we received a 17.5% equity interest in VoltH2. Name and Symbol Change and Reverse Stock Split We filed a certificate of amendment with the Nevada Secretary of State, which as of effective October 6, 2020, changed our name from H/Cell Energy Corporation to Vision Hydrogen Corporation. In addition, pursuant to that amendment, we effectuated a twenty-for-one reverse stock split of our issued and outstanding common stock. We believe that the name change better represents our vision for the company and communicates our commitment to hydrogen energy. As well, starting October 6, 2020, our stock symbol changed from "HCCC" to "HCCCD" to reflect the reverse stock split, and will change to "VIHD" effective November 2, 2020. All share and per share amounts in this prospectus reflect the reverse stock split. Technology Overview There are great benefits to hydrogen energy. The use of hydrogen as a fuel produces no carbon dioxide or other greenhouse gases. Unlike fossil fuels, the sole emission from hydrogen fuel is chemically pure water. Hydrogen can be extracted from water using renewable energy from the sun and unlike batteries, hydrogen energy can be stored indefinitely. There is no drilling, fracking or mining required to produce hydrogen energy. We believe it is safe and efficient, and the cleanest energy source on the planet. Hydrogen can be produced from a large number of primary energy sources and by various technical processes. Electrolysis is the cleanest option for hydrogen production from renewable resources. Electrolysis is the process of using electricity to split water into hydrogen and oxygen. Electrolysis occurs through the use of an electrolyzer, which can range in size from a small unit suited for low end hydrogen production to large-scale units for central production facilities that could be tied directly to renewable or other non-greenhouse, gas emitting forms of electricity production. Developments in electrolyzer technology have allowed for a reduction in research and development requirements with a stable network of suppliers for turn-key equipment solutions. The key inputs to hydrogen production are water and electricity supply, as such, proximity to both is essential. Electrolyzers, and the various ancillary components can be purchased from various suppliers as pre-built packages. They will be assembled at our sites with the assistance of the suppliers, but will not require in-house technical knowledge for the assembly. The Offering Amount of this Offering Up to 12,500,000 shares of common stock we may sell. Maximum Offering Amount $2,500,000. There is no minimum offering amount required as a condition to closing this offering and as a result the actual amount raised in this offering may be significantly less than the Maximum Offering Amount. Common Stock Outstanding Before the Offering 397,578 shares, as of October 20, 2020. Common Stock to be Outstanding After the Offering 12,987,578 shares if the Maximum Offering Amount is sold. Use of proceeds We expect to use the net proceeds received from this offering for repayment of an outstanding loan to an affiliate and for general working capital purposes. See "Use of Proceeds". Subscription Procedures Investors interested in subscribing for the common stock in this offering must complete and deliver to the Company a completed subscription agreement to the address provided in the subscription agreement. Within one business day of receipt of the subscription agreement, the Company will inform the investor that it has accepted the subscription and within three business days of the Company s notification of this acceptance, the investor should deliver the purchase price in the amount of $0.20 per share of common stock being purchased by wire transfer in immediately available funds using the wire transfer instructions provided in the subscription agreement. Promptly following the receipt of subscription proceeds from the investor, the Company will deliver to the investor the common stock purchased by such investor. All funds for subscriptions in the offering will be transmitted to the Company s bank account for immediate use by the Company. As a result, upon execution of the subscription agreement by the subscriber and acceptance by the Company, such subscription is irrevocable. Symbol on the OTCQB Market "HCCCD", which will change to "VIHD" effective November 2, 2020. Risk factors You should carefully consider the information set forth in this Prospectus and, in particular, the specific factors set forth in the "Risk Factors" section beginning on page 4 of this Prospectus before deciding whether or not to invest in our common stock. Emerging Growth Company Status We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, or "JOBS Act." For as long as we are an emerging growth company, unlike other public companies, we will not be required to: provide an auditor s attestation report on management s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise; provide certain disclosure regarding executive compensation required of larger public companies; or obtain shareholder approval of any golden parachute payments not previously approved. We will cease to be an "emerging growth company" upon the earliest of: when we have $1.07 billion or more in annual revenues; when we have at least $700 million in market value of our common units held by non-affiliates; when we issue more than $1.0 billion of non-convertible debt over a three-year period; or the last day of the fiscal year following the fifth anniversary of our initial public offering. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1), which will allow us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. RISK FACTORS This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this Prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment. Risks Related to Our Company and Our Business We have a short operating history and have generated minimal revenue to date. This makes it difficult to evaluate our future prospects and increases the risk that we will not be successful. We were incorporated in August 2015, have been operating for less than five years, and have recently sold off our operating subsidiaries as we look to pivot our business plan. As a result, we have a very limited operating history for you to evaluate in assessing our future prospects. We are subject to all risks inherent in a developing business enterprise. Our likelihood of continued success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the services industry and the competitive and regulatory environment in which we operate. As a new industry, there are few established companies whose business models we can follow. Similarly, there is little information about comparable companies for potential investors to review in making a decision about whether to invest in the Company. Potential investors should consider, among other factors, our prospects for success in light of the risks and uncertainties generally encountered by companies that, like us, are in their early stages. We may not successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it could materially harm our business to the point of having to cease operations and could impair the value of our common stock to the point investors may lose their entire investment. If hydrogen energy technology is not suitable for widespread adoption at economically attractive rates of return or if sufficient additional demand for hydrogen energy systems does not develop or takes longer to develop than we anticipate, we may not achieve significant net sales and we may be unable to obtain or sustain profitability. In comparison to fossil fuel-based electricity generation, the hydrogen energy market is at an early stage of development. If hydrogen technology proves unsuitable for widespread adoption at economically attractive rates of return or if additional demand for hydrogen energy systems fails to develop sufficiently or takes longer to develop than we anticipate, we may be unable to grow our business or generate sufficient net sales to obtain profitability. In addition, demand for hydrogen energy systems in our targeted markets may develop to a lesser extent than we anticipate. Many factors may affect the viability of widespread adoption of hydrogen energy technology and demand for hydrogen energy systems, including the following: cost-effectiveness of the electricity generated by hydrogen energy systems compared to conventional energy sources, such as natural gas and coal (which fuel sources may be subject to significant price fluctuations from time to time), and other non-solar renewable energy sources, such as solar or wind; performance, reliability, and availability of energy generated by hydrogen energy systems compared to conventional and other renewable energy sources and products, particularly conventional energy generation capable of providing 24-hour, non-intermittent baseload power; success of other renewable energy generation technologies, such as solar, hydroelectric, tidal, wind, geothermal, and biomass; fluctuations in economic and market conditions that affect the price of, and demand for, conventional and non-solar renewable energy sources, such as increases or decreases in the prices of natural gas, coal, oil, and other fossil fuels; fluctuations in capital expenditures by end-users of renewable energy systems, which tend to decrease when the economy slows and when interest rates increase; and availability, substance, and magnitude of support programs including government targets, subsidies, incentives, and renewable portfolio standards to accelerate the development of the hydrogen energy industry. We have no experience manufacturing hydrogen fuel on a commercial basis. To date, we have no experience manufacturing hydrogen fuel on a commercial basis and our experience has been limited to developing systems for residential hydrogen energy purposes. We cannot be sure that we will be able to develop efficient, low-cost, high-volume automated processes that will enable us to meet our development goals. Once operational, we cannot be sure that we will be able to achieve any planned increases in production capacity or that unforeseen problems relating to our manufacturing processes will not occur. Even if we are successful in developing high-volume automated processes and achieving planned increases in production capacity, we cannot be sure that we will do so in time to meet our product commercialization schedule or to satisfy customer demand. If our business does not grow as quickly as anticipated, our planned manufacturing facilities would, in part, represent excess capacity for which we may not recover the cost, in which case our revenues may be inadequate to support our committed costs and planned growth, and our gross margins and business strategy would be adversely affected. Any of these factors could have a material adverse effect on our business, results of operations and financial performance. We may be unable to successfully identify, execute or effectively integrate acquisitions, or effectively disentangle divested businesses. Our ability to generate revenue, earnings, and cash flow at anticipated rates depends in large part on our ability to identify, successfully acquire and integrate businesses and assets at appropriate prices, and realize expected growth, synergies, and operating efficiencies. We may not be able to complete transactions on favorable terms, on a timely basis or at all. In addition, our results of operations and cash flows may be adversely impacted by the failure of acquired businesses or assets to meet expected returns, the failure to integrate acquired businesses, and the discovery of unanticipated liabilities or other problems in acquired businesses or assets for which we lack adequate contractual protections or insurance. In addition, we may incur asset impairment charges related to acquisitions that do not meet expectations. We continually assess the strategic fit of our existing businesses and may divest businesses that are deemed not to fit with our strategic plan or are not achieving the desired return on investment. For example, earlier this year, we decided to sell both our subsidiaries because they were not producing enough profit and were not a strategic fit with our goal of developing the market for hydrogen energy systems. These transactions pose risks and challenges that could negatively impact our business and financial statements. For example, when we decide to sell or otherwise dispose of a business or assets, we may be unable to do so on satisfactory terms within our anticipated time frame or at all. In addition, divestitures or other dispositions may dilute our earnings per share, have other adverse financial and accounting impacts, distract management, and give rise to disputes with buyers. In addition, we have agreed, and may in the future agree, to indemnify buyers against known and unknown contingent liabilities. Our financial results could be impacted adversely by claims under these indemnities. Delays in or not completing our product development goals may adversely affect our revenue and profitability. If we experience delays in meeting our development goals, our products exhibit technical defects, or if we are unable to meet cost or performance goals, including power output, useful life and reliability, the profitable commercialization of our products will be delayed. In this event, potential purchasers of our products may choose alternative technologies and any delays could allow potential competitors to gain market advantages. We cannot assure that we will successfully meet our commercialization schedule in the future, or at all. We currently do not have any commercially viable products or services at this time, and we do not know when or whether we will successfully complete research and development of a commercially viable product, which is critical to our future. If we are unable to develop commercially viable products, we will not be able to generate sufficient revenue to become profitable. The commercialization of our products requires achievement and verification of their overall reliability, efficiency and safety targets, and we cannot assure you that we will be able to develop, acquire or license the technology necessary to achieve these targets. We must undertake research and development in order to manufacture commercially viable products in commercial quantities. We may not be able to sell our products on a commercially viable basis on the timetable we anticipate, or at all. We cannot guarantee that we will be able to develop commercially viable hydrogen fuel production on a plant-size scale on the timetable we anticipate, or at all. We will need to acquire production facilities, develop and install the systems to produce and store hydrogen gas, and develop delivery systems on a commercial volume. It also depends upon our ability to reduce the costs of our products and services, since they are currently more expensive than products based on existing technologies, such as internal combustion engines and batteries. We may not be able to sufficiently reduce the cost of these products without reducing their performance, reliability and durability, which would adversely affect the willingness of consumers to buy our products. We cannot guarantee that we will be able to internally develop the facilities and systems to sell hydrogen fuel on a commercially viable basis. A mass market for our products may never develop or may take longer to develop than we anticipate. Hydrogen fuel production represents an emerging market, and we do not know whether there will be a sufficient number of end-users that will want to use it in commercial volumes. In such emerging markets, demand and market acceptance for recently introduced products and services are subject to a high level of uncertainty and risk. The development of a mass market for hydrogen fuel production may be affected by many factors, some of which are beyond our control, including the emergence of newer, more competitive technologies and products, the cost of fuels used by our customers, regulatory requirements, consumer perceptions of the safety of our products and related fuels, and end-user reluctance to buy a new product. If a mass market fails to develop, or develops more slowly than we anticipate, we may never achieve profitability. In addition, we cannot guarantee that we will continue to develop, manufacture or market our products if sales levels do not support the continuation of the product. The hydrogen energy industry competes with both conventional power industries and other renewable power industries. The hydrogen energy industry faces intense competition from companies in the energy industry, such as nuclear, natural gas and fossil fuels as well as other renewable energy providers, including solar, biomass and wind. Other energy sources may benefit from innovations that reduce costs, increase safety or otherwise improve their competitiveness. New natural resources may be discovered, or global economic, business or political developments may disproportionately benefit conventional energy sources. Governments may support certain renewable energy sources and not support hydrogen energy. If we cannot compete with the providers of other energy sources, it may materially and adversely affect our business, results of operations and financial condition. To execute our overall business strategy, we will likely require additional working capital, which may not be available on terms favorable to us or at all. If additional capital is not available or is available at unattractive terms, we may be forced to delay, reduce the scope of or eliminate our operations. We have an ambitious business plan for strong growth of our business, which will likely require us to raise additional financing to supplement our cash flows from operations to fully execute. We intend to use proceeds from our recent private placement to implement our business strategy. We believe that since we are now a public company, we will have a greater potential ability to issue stock in lieu of cash, including for acquisitions and employee retention. We expect that we will require additional financing to execute our business strategy. To the extent we raise additional capital through the sale of equity securities, the issuance of those securities could result in dilution to our shareholders. In addition, if we obtain debt financing, a substantial portion of our operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, thus limiting funds available for our business activities. If adequate funds are not available, we may be required to reduce our marketing and sales efforts or reduce or curtail our operations. There can be no assurance that if we were to need additional funds to meet obligations we have incurred, or may incur in the future, that additional financing arrangements would be available in amounts or on terms acceptable to us, if at all. Furthermore, if adequate additional funds are not available, we may be required to delay, reduce the scope of, or eliminate material parts of the implementation of our business strategy. We face strong competition from other energy companies, including traditional and renewable providers. The energy provider business is competitive. Our competitors range in size from small companies to large multinational corporations. Our main competitors vary by region and energy services offered. We compete against other renewable energy providers that offer solar and wind, as well as traditional electricity providers. Almost all of our competitors have greater financial and other resources than we do and may be able to grow more quickly or better respond to changing business and economic conditions. Many of our competitors also have greater access to capital and we may not be able to compete successfully with them. The industry in which we operate has relatively low barriers to entry and increased competition could result in margin erosion, which would make profitability even more difficult to sustain. Other than the technical skills required in our business, the barriers to entry in our business are relatively low. We do not have any intellectual property rights to protect our business methods and business start-up costs do not pose a significant barrier to entry. The success of our business is dependent on our employees, customer relations and the successful performance of our services. If we face increased competition as a result of new entrants in our markets, we could experience reduced operating margins and loss of market share and brand recognition. Our lack of diversification will increase the risk of an investment in us, and our financial condition and results of operations may deteriorate if we fail to diversify. Our current business focuses primarily on one area of the renewable energy space, the hydrogen energy sector. Larger companies have the ability to manage their risk by diversification. However, we currently lack diversification, specifically in terms of the nature of our business. As a result, we will likely be impacted more acutely by factors affecting our industry and sector in which we operate, than we would if our business were more diversified, enhancing our risk profile. If we fail to successfully introduce new products or services, we may lose market position. New products, product improvements, line extensions or new services will be an important factor in our sales growth. If we fail to identify emerging technological trends, to maintain and improve the competitiveness of our existing products and services or to successfully introduce new products or services on a timely basis, we may lose market position. We are subject to operating and litigation risks that may not be covered by insurance. Our business operations are subject to all of the operating hazards and risks normally incidental to the implementation of systems involving combustible products, such as liquefied petroleum gases, propane, natural gas and hydrogen gas, and the generation of electricity. Accidents involving our hydrogen energy systems, including leaks, ruptures, fires, explosions, sabotage and mechanical problems, could result in substantial losses due to personal injury and/or loss of life, and severe damage to and destruction of property and equipment arising from explosions and other catastrophic events. If such accidents were to occur, we could face lawsuits from our clients alleging that we were responsible for such accidents. There can be no assurance that our insurance will be adequate to protect us from all material expenses related to future claims or that such levels of insurance will be available in the future at economical prices. The reduction or elimination of government subsidies and economic incentives for alternative energy technologies, or the failure to renew such subsidies and incentives could reduce demand for our products, lead to a reduction in our revenues and adversely impact our operating results and liquidity. We believe that the near-term growth of alternative energy technologies, including hydrogen energy, is affected by the availability and size of government and economic incentives. Many of these government incentives expire, phase out over time, may exhaust the allocated funding, or require renewal by the applicable authority. In addition, these incentive programs could be reduced or discontinued for other reasons. The reduction, elimination, or expiration of an investment tax credit or other government subsidies and economic incentives, or the failure to renew such tax credit, governmental subsidies, or economic incentives, may result in the diminished economic competitiveness of our planned products to our customers and could materially and adversely affect the growth of alternative energy technologies, including our planned products, as well as our future operating results and liquidity. Our business may become subject to increased government regulation. Our planned products are expected to be subject to certain federal, local, and non-U.S. laws and regulations, including, for example, state and local ordinances relating to building codes, public safety, electrical and gas pipeline connections, hydrogen transportation and siting and related matters. See "Business— Government Regulations; Regulatory Matters" for additional information. In certain jurisdictions, these regulatory requirements may be more stringent than those in the United States. Further, as products are introduced into the market commercially, governments may impose new regulations. We do not know the extent to which any such regulations may impact our ability to manufacture, distribute, install and service our products. Any regulation of our products, whether at the federal, state, local or foreign level, including any regulations relating to the production, operation, installation, and servicing of our products may increase our costs and the price of our products, and noncompliance with applicable laws and regulations could subject us to investigations, sanctions, enforcement actions, fines, damages, civil and criminal penalties or injunctions. If any governmental sanctions are imposed, our business, operating results, and financial condition could be materially adversely affected. In addition, responding to any action will likely result in a significant diversion of management s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm our business, operating results and financial condition. For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies. In April 2012, the Jumpstart Our Business Startups Act, or the JOBS Act, was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for "emerging growth companies," including certain requirements relating to accounting standards and compensation disclosure. We are classified as an emerging growth company. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things, (1) provide an auditor s attestation report on management s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes Oxley Act of 2002, (2) comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (3) comply with any new audit rules adopted by the PCAOB after April 5, 2012 unless the SEC determines otherwise, (4) provide certain disclosure regarding executive compensation required of larger public companies or (5) hold unit holder advisory votes on executive compensation. Risks Related to Our Common Stock Our officers, directors and principal shareholders will own a controlling interest in our voting stock and investors will not have any voice in our management. As of October 20, 2020, our officers, directors and principal shareholders, in the aggregate, beneficially own or control the votes of approximately 81.81% of our outstanding common stock. As a result, these stockholders, acting together, will have the ability to control substantially all matters submitted to our stockholders for approval, including: election of our board of directors; removal of any of our directors; amendment of our articles of incorporation or bylaws; and adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us. As a result of their ownership and positions, our directors, executive officers and principal shareholders collectively are able to influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. In addition, sales of significant amounts of shares held by our directors, executive officers or principal shareholders, or the prospect of these sales, could adversely affect the market price of our common stock. Management s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. We have not paid cash dividends in the past and do not expect to pay cash dividends in the future. Any return on investment may be limited to the value of our common stock. We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. We may raise capital through the sale of our securities in either private placements or a public offering, which offerings would dilute the ownership of investors in this private offering. If our operations require additional capital in the future, we may sell additional share of our common stock and/or securities convertible into or exchangeable or exercisable for shares of our common stock. Such offerings may be in private placements or a public offering. If we conduct such additional offerings, an investor would experience dilution of his ownership of the Company. You may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock. In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are authorized to issue an aggregate of 100,000,000 shares of common stock and 5,000,000 shares of "blank check" preferred stock. In addition, we have reserved 125,000 shares of common stock for issuance under our 2016 stock option incentive plan, of which 27,325 have been exercised. We may issue additional shares of our common stock or other securities that are convertible into or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock may create downward pressure on the trading price of the common stock. We will likely need to raise additional capital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with these capital raising efforts, including at a price (or exercise or conversion prices) that could be below the price an investor paid for stock. There has been a limited trading market for our common stock and limited market activity to date. Currently, our common stock is available for quotation on the OTCQB Market under the symbol "HCCCD", which will change to "VIHD" effective November 2, 2020. However, our stock only became eligible for quotation in November 2017 and prior to February 2017, there was no trading activity in our common stock and there has been limited trading activity to date. It is anticipated that there will remain a limited trading market for the common stock on the OTCQB. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other companies by using common stock as consideration. You may have difficulty trading and obtaining quotations for our common stock. Our common stock is not actively traded, and the bid and asked prices for our common stock on the OTCQB Market may fluctuate widely. As a result, investors may find it difficult to dispose of, or to obtain accurate quotations of the price of, our securities. This severely limits the liquidity of the common stock and would likely reduce the market price of our common stock and hamper our ability to raise additional capital. Our common stock is not currently traded at high volume, and you may be unable to sell at or near ask prices or at all if you need to sell or liquidate a substantial number of shares at one time. Our common stock is currently traded, but with very low if any, volume, based on quotations on the OTCQB Market, meaning that the number of persons interested in purchasing our common stock at or near bid prices at any given time may be relatively small or non-existent. During the year ended December 31, 2019, there was an average of approximately 1,694 shares traded per trading day, with no trading on 170 of 252 trading days. This situation is attributable to a number of factors, including the fact that we are a small company which is still relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that trading levels will be sustained. Shareholders should be aware that, according to Commission Release No. 34-29093, the market for "penny stocks" has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the future volatility of our share price. We have implemented a reverse stock split, which will likely reduce our trading volume and may result in a decrease in our market capitalization. Effective October 6, 2020, we implemented a one-for-twenty reverse stock split. This reverse stock split was implemented to increase the per share market price of our common stock to make it more attractive to potential investors. We cannot guarantee that the price increase of our common stock price resulting from the reverse split will: be proportionate to the reverse split ratio; last in the marketplace for any length of time; maintain the total market capitalization of our common stock outstanding before the reverse split; or be sufficient to facilitate raising capital. The market price of our common stock may, and is likely to continue to be, highly volatile and subject to wide fluctuations. The market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond our control, including: dilution caused by our issuance of additional shares of common stock and other forms of equity securities, which we expect to make in connection with future capital financings to fund our operations and growth, to attract and retain valuable personnel and in connection with future strategic partnerships or acquisitions of other companies; quarterly variations in our revenues and operating expenses; changes in the valuation of similarly situated companies, both in our industry and in other industries; changes in analysts estimates affecting our company, our competitors and/or our industry; changes in the accounting methods used in or otherwise affecting our industry; additions and departures of key personnel; announcements of technological innovations or new technologies or services available to the renewable energy industry; fluctuations in interest rates and the availability of capital in the capital markets; and significant sales of our common stock. These and other factors are largely beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market price of our Common Stock and/or our results of operations and financial condition. The rights of the holders of common stock may be impaired by the potential issuance of preferred stock. Our articles of incorporation give our board of directors the right to create new series of preferred stock. As a result, the board of directors may, without stockholder approval, issue preferred stock with voting, dividend, conversion, liquidation or other rights which could adversely affect the voting power and equity interest of the holders of common stock. Preferred stock, which could be issued with the right to more than one vote per share, could be utilized as a method of discouraging, delaying or preventing a change of control. The possible impact on takeover attempts could adversely affect the price of our common stock. Although we have no present intention to issue any shares of preferred stock or to create a series of preferred stock, we may issue such shares in the future. Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline. If our stockholders sell substantial amounts of our common stock in the public market, including upon the expiration of any lockup periods or the statutory holding period under Rule 144, or issued upon the conversion of preferred stock, it could create a circumstance commonly referred to as an "overhang" and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to accounting controls and procedures, or if we discover material weaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult. If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to disclosure controls and procedures, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult. Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly. Management has identified a material weakness in the design and effectiveness of our internal controls, which, if not remediated could affect the accuracy and timeliness of our financial reporting and result in misstatements in our financial statements. In connection with the preparation of our annual report on Form 10-K for the fiscal year ended December 31, 2019, an evaluation was carried out by management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act") as of December 31, 2019. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. During evaluation of disclosure controls and procedures as of December 31, 2019 conducted as part of our annual audit and preparation of our annual financial statements, management conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures and concluded that our disclosure controls and procedures were not effective. Management determined that at December 31, 2019, we had a material weakness that relates to the relatively small number of staff who have bookkeeping and accounting functions. In addition, we lacked sufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements. This limited number of staff prevents us from segregating duties within our internal control system. This material weakness could result in a misstatement to the accounts and disclosures that would result in a material misstatement to our annual or interim consolidated financial statements that would not be prevented or detected. If we do not remediate the material weakness or if other material weaknesses are identified in the future, we may be unable to report our financial results accurately or to report them on a timely basis, which could result in the loss of investor confidence and have a material adverse effect on our stock price as well as our ability to access capital and lending markets. Our common stock is subject to the "Penny Stock" rules of the SEC and the trading market in our securities will be limited, which makes transactions in our common stock cumbersome and may reduce the value of an investment in our common stock. Rule 15g-9 under the Exchange Act establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. FINRA sales practice requirements may also limit a shareholder s ability to buy and sell our stock. In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares. Risks Related to This Offering Our management will have broad discretion over the use of the net proceeds from this offering and we may use the net proceeds in ways with which you disagree. We currently intend to use the net proceeds from this offering to repay an outstanding loan to an affiliate and for working capital and general corporate purposes. Other than approximately $584,000 to repay the outstanding loan and accrued interest as of October 1, 2020, we have not allocated specific amounts of the net proceeds from this offering for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us or our stockholders. The failure of our management to use such funds effectively could have a material adverse effect on our business, prospects, financial condition, and results of operation. There is no minimum offering amount that must be raised and as a result we may raise significantly less than the Maximum Offering Amount. There is no minimum offering amount that must be raised and as result we may close on significantly less than the Maximum Offering Amount. In the event that we close on less than the Maximum Offering Amount, we may not have sufficient capital to execute on our business strategy the way we have intended. Our ability to obtain additional financing thereafter may have a materially adverse effect on our ability to execute its overall plan and your investment may be lost. All investor funds for subscriptions are being transmitted directly to the Company for the Company s immediate use. Additional stock offerings in the future may dilute your percentage ownership of our company. Given our plans and expectations that we may need additional capital and personnel, we may need to issue additional shares of common stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. The issuance of additional securities in the future will dilute the percentage ownership of then current stockholders. You will experience immediate and substantial dilution as a result of this offering. You will incur immediate and substantial dilution as a result of this offering. After giving effect to the sale by us of 12,500,000 shares offered in this offering at an assumed public offering price of $0.20 per share and estimated offering expenses payable by us, investors in this offering can expect an immediate dilution of $0.03 per share in the case of the Maximum Shares Offering. USE OF PROCEEDS After deducting the estimated offering expenses that are payable by us, we estimate that the net proceeds from the sale of the common stock offered pursuant to this prospectus will be $2.4 million if the Maximum Offering Amount is sold. We currently intend to use the net proceeds from this offering to repay an outstanding loan to an affiliate and for working capital and general corporate purposes. On June 19, 2020, we entered into a promissory note, or the Promissory Note, with Judd Brammah, one of our directors, for a principal amount up to $230,332 bearing interest with interest at 6% per annum. The entire principal and interest upon the Promissory Note are due on June 19, 2021. As of October 1, 2020, we owed an aggregate of $583,825 under the Promissory Note, including $579,953 of principal and $3,872 of accrued interest. Other than repayment of the Promissory Note, we have not yet determined the amount of net proceeds to be used specifically for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds from this offering. MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS Price Range of Common Stock Our common stock has been available for quotation on the OTCQB Markets under the symbol "HCCCD" since October 6, 2020. Previously, our common stock was available for quotation on the OTCQB Markets under the symbol "HCCC". The following table shows the reported high and low prices per share for our common stock based on information provided by the OTC Markets Group, Inc. The over-the-counter market quotations set forth for our common stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Common Stock Price (1) Financial Quarter Ended High ($) Low ($) September 30, 2020 6.60 2.20 June 30, 2020 10.00 3.22 March 31, 2020 16.90 3.22 December 31, 2019 15.00 5.00 September 30, 2019 32.00 8.00 June 30, 2019 20.00 13.60 March 31, 2019 23.00 11.22 December 31, 2018 25.00 10.21 September 30, 2018 39.00 20.00 June 30, 2018 65.00 46.00 March 31, 2018 62.00 50.00 (1) All prices reflect a 1-for-20 reverse split of its issued and outstanding common stock effective October 6, 2020. Holders On October 20, 2020, there were 47 holders of record of our common stock. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust or by other entities. Dividend Policy We have never paid any cash dividends on our capital stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain future earnings to fund ongoing operations and future capital requirements of our business. Any future determination to pay cash dividends will be at the discretion of the Board and will be dependent upon our financial condition, results of operations, capital requirements and such other factors as the Board deems relevant. CAPITALIZATION The following table sets forth our capitalization, as of June 30, 2020: on an actual basis; and on a pro forma basis to give effect to the sale of the shares in this offering at the assumed public offering price of $0.20 per share, after deducting estimated offering expenses payable by us. You should consider this table in conjunction with our financial statements and the notes to those financial statements included elsewhere in this prospectus. June 30, 2020 (Pro forma) (Actual) Maximum Preferred Stock, $.0001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding $- $- Common stock; $0.0001 par value; 25,000,000 shares authorized, 397,576 shares issued and outstanding actual and 12,897,577 maximum shares issued and outstanding pro forma 39 289 Additional paid-in capital 3,059,091 3,060,096 Accumulated deficit (3,308,835) (3,308,835) Total stockholder s equity $248,950 248,950 DILUTION If you invest in our securities, your interest will be immediately and substantially diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after giving effect to this offering. Our net tangible book value as of June 30, 2020 was $(252,023) or approximately $(0.63) per share of common stock, based upon 397,577 shares outstanding as of June 30, 2020. If the maximum amount is raised, after giving effect to the sale of the shares in this offering at the assumed public offering price of $0.20 per share and after deducting estimated offering expenses payable by us, our pro forma net tangible book value at June 30, 2020 would have been $2,188,977 or approximately $0.17 per share. This represents an immediate increase in pro forma net tangible book value of approximately $0.80 per share to our existing stockholders, and an immediate dilution of $0.03 per share to investors purchasing securities in this offering. Dilution in pro forma net tangible book value per share represents the difference between the amount per share paid by purchasers of our common stock in this offering and the pro forma net tangible book value per share of our common stock immediately after this offering. The following table illustrates the per share dilution to investors purchasing shares in the offering if the maximum number of shares are sold: Assumed public offering price per share $0.20 Net tangible book value per share as of June 30, 2020 $(0.63) Increase in net tangible book value per share attributable to this offering $0.80 Pro forma net tangible book value per share after this offering $0.17 Amount of dilution in net tangible book value per share to new investors in this offering $0.03 DETERMINATION OF OFFERING PRICE Our common stock is currently traded on OTCQB marketplace under the symbol "HCCCD", and will change to "VIHD" effective November 2, 2020. On October 20, 2020, the closing price of our common stock was $3.00 per share. There is a material disparity between the actual offering price of the shares being offered under this prospectus and the market price of the common stock at the date of this prospectus. We believe that the market price of our common stock at the date of this prospectus is not the appropriate offering price for the shares of our common stock because the market price is affected by a number of factors. The public offering price of the shares offered by this prospectus was determined by careful consideration of our management and our Board of Directors. The principal factors considered by us in determining the public offering price included: An analysis of the trading history of our common stock on the OTCQB marketplace; the recognition that the current market price of our common stock on the OTCQB marketplace may not be fully indicative of its true value due to the limited public float of our common stock; the common stock s limited historical trading volume; the limited liquidity of securities trading on the OTCQB, as compared to securities trading on a national securities exchange; the information set forth or incorporated by reference in this prospectus; our past and present financial performance and an assessment of our management; our prospects for future earnings and the present state of our operating business; the general condition of the securities markets at the time of this offering; and other factors deemed relevant by us. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Some of the information in this Form S-1 contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they: discuss our future expectations; contain projections of our future results of operations or of our financial condition; and state other "forward-looking" information. We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001679826_ping_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001679826_ping_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1bca3fc5a5dd4a40bb33f0ca9f577b4a6a43bc5d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001679826_ping_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our common stock. For a more complete understanding of us and this offering, you should read and carefully consider the entire prospectus, including the more detailed information set forth under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes. Some of the statements in this prospectus are forward-looking statements. See "Forward-Looking Statements". Unless the context otherwise requires, the terms "Ping Identity", the "Company", "our company", "we", "us" and "our" in this prospectus refer to Ping Identity Holding Corp. and, where appropriate, its consolidated subsidiaries. The term "Vista" or "our Sponsor" refers to Vista Equity Partners, our equity sponsor, and the term "Vista Funds" refers to Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI-A, L.P. and VEPF VI FAF, L.P. Our Mission Our mission is to secure the digital world through Intelligent Identity. Overview Ping Identity is the Intelligent Identity solution for the enterprise. We enable companies to achieve Zero Trust identity-defined security and more personalized, streamlined user experiences. The Ping Intelligent Identity Platform provides customers, workforce and partners with access to cloud, mobile, SaaS and on-premise applications across the hybrid enterprise. We leverage artificial intelligence and machine learning to analyze device, network, application and user behavior data to make real-time authentication and security control decisions, enhancing the user experience. Our platform is designed to detect anomalies and automatically insert additional security measures, such as multi-factor authentication, only when necessary. We built our platform to meet the requirements of the most demanding enterprises, including over half of the Fortune 100. Our platform can be deployed across cloud, hybrid and on-premise infrastructures, offers a comprehensive suite of turnkey integrations and is able to scale to millions of identities and thousands of cloud and on-premise applications in a single deployment. Enterprises are undergoing digital transformation as they seek to create new revenue streams, transition business models and increase customer engagement. Concurrently, enterprises are becoming more distributed as the adoption of cloud, mobile and the Internet of Things, or IoT, moves data, applications and access requirements beyond the traditional network perimeter. These enterprises must contend with an evolving cyber-threat landscape, new privacy directives and stringent regulatory requirements. As a result, enterprises require Intelligent Identity solutions that proactively ensure the right user has authorized access to resources at the appropriate time. The Ping Intelligent Identity Platform can secure all primary use cases, including customer, workforce, partner and, increasingly, IoT. For example, enterprises can use our platform to enhance their customers' user experience by creating a single ID and login across web and mobile properties. For the year ended December 31, 2019, 42% of our subscription revenue was derived from the customer use case. Enterprises can also use our platform to provide their employees and commercial partners with secure, seamless access from any device to the applications, data and application programming interfaces, or APIs, they need to be productive. Enterprises are increasingly using our platform to manage and authenticate IoT devices, such as connected vehicles and consumer devices. FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents The Ping Intelligent Identity Platform is comprised of six solutions that can be purchased individually or as a set of integrated offerings for the customer, workforce, partner or IoT use case: secure single sign-on, or SSO; adaptive multi-factor authentication, or MFA; security control for applications and APIs, or Access Security; personalized and unified profile directories, or Directory; data governance to control access to identity data, or Data Governance; and artificial intelligence and machine learning powered API security, or API Intelligence. We have spent over a decade building a comprehensive suite of turnkey integrations designed to ensure that enterprises can use our platform to secure their applications wall-to-wall, facilitating easier deployment and rapid time-to-value. We sell our solutions via a subscription model through a direct sales force, with increasing influence from our channel partners. Our SSO, Access Security and Directory solutions typically replace legacy and homegrown systems. We also have significant greenfield opportunities with our MFA, Data Governance and API Intelligence solutions and, increasingly, the IoT use case. Our land and expand strategy targets enterprises with a specific use case and solution or solution package, and then seeks to grow our footprint with additional use cases, identities, solutions and solution packages. The success of our strategy is validated by our strong dollar-based net retention rates, which were 116%, 115% and 114% at December 31, 2018 and 2019 and March 31, 2020, respectively, and our growing number of large customers. At December 31, 2019, we had 38 customers with greater than $1,000,000 in ARR, an increase of 52% from 25 customers at December 31, 2018. Additionally, our customers with ARR over $250,000 increased from 202 at December 31, 2018 to 232 at December 31, 2019, representing a year-over-year growth rate of 15%. The increase of 30 net customers with ARR greater than $250,000 for the 2019 fiscal year is comprised of 13 new customers and 17 existing customers that had ARR grow to exceed $250,000 in 2019. Our customers with ARR over $250,000 increased from 209 at March 31, 2019 to 240 at March 31, 2020, representing a year-over-year growth rate of 15%. Our total customers increased from 1,284 at December 31, 2018 to 1,361 at December 31, 2019. We have seen strong market demand for our cloud-based offerings and from enterprises deploying our solutions across the customer use case. A number of our customers deploy a combination of our solutions across multiple business units, functions and use cases in their initial purchase. For definitions of ARR and dollar-based net retention rate and descriptions of how we calculate these metrics, see "Management's Discussion and Analysis of Financial Condition and Results of Operations". Our customers include many of the world's largest enterprises, including over 50% of the Fortune 100. These customers are security-focused, and typically operate in regulated industries, have hybrid IT infrastructures, require turnkey integrations and have demanding scalability requirements. Our solutions secure 12 of the 12 largest U.S. banks (measured by assets), 8 of the 10 largest bio-pharmaceutical companies (measured by revenue), 7 of the 10 largest healthcare plans (measured by revenue) and 5 of the 7 largest U.S. retailers (measured by revenue). Since our inception, we have been an innovator in identity. We pioneered the concept of Intelligent Identity, which leverages artificial intelligence, or AI, and machine learning, or ML, to analyze device, network, application and user behavior data to secure access and enhance the user experience. We contributed to or co-authored many of the open identity standards such as SAML, OAuth, SCIM and OpenID Connect, which form the foundation of our industry. We have Ping Identity Holding Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 7372 (Primary Standard Industrial Classification Code Number) 81-2933383 (I.R.S. Employer Identification No.) 1001 17th Street, Suite 100 Denver, Colorado 80202 Telephone: (303) 468-2900 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents consistently been recognized as a leader in the Identity and Access Management, or IAM, industry by Gartner and KuppingerCole. We sell our solutions via a subscription model typically billed annually in advance. Our ARR was $190.5 million and $230.0 million at March 31, 2019 and 2020, respectively, representing period-over-period growth of 21%. Our ARR was $183.6 million and $224.9 million at December 31, 2018 and 2019, respectively, representing year-over-year growth of 23%. We have grown revenue from $50.4 million for the three months ended March 31, 2019 to $61.4 million for the three months ended March 31, 2020, representing period-over-period growth of 22%. We have grown revenue from $201.6 million for the year ended December 31, 2018 to $242.9 million for the year ended December 31, 2019, representing year-over-year growth of 21%. We had net losses of $4.9 million and $4.2 million for the three months ended March 31, 2019 and 2020, respectively. We had net losses of $13.4 million and $1.5 million for the years ended December 31, 2018 and 2019, respectively. Our net cash provided by operating activities was $3.8 million and $13.5 million for the three months ended March 31 2019 and 2020, respectively. Our net cash provided by operating activities was $22.9 million and $5.8 million for the years ended December 31, 2018 and 2019, respectively. Our Free Cash Flow was $0.4 million and $9.1 million for the three months ended March 31, 2019 and 2020, respectively. Our Free Cash Flow was $13.1 million and $(13.4) million for the years ended December 31, 2018 and 2019, respectively. Free Cash Flow is a supplemental measure that is not calculated and presented in accordance with generally accepted accounting principles in the United States, or GAAP. See "Selected Consolidated Financial Data Non-GAAP Financial Measures" for a definition of Free Cash Flow and a reconciliation to its most directly comparable GAAP financial measure. Industry Background IAM is the foundation for maximizing security and enhancing user experience in a distributed and highly-connected digital world, where the traditional network perimeter has dissolved and the attack surface has expanded. In this digital world, legacy IAM solutions are proving ill-suited to address cloud, mobile, IoT and API requirements. Similarly, cloud-only IAM vendors are unable to meet the requirements of large enterprises that have hybrid IT infrastructures. Enterprises are Undergoing Digital Transformations and Embracing Technology Trends Digital Transformation is Critical to Driving Competitive Differentiation. Enterprises are investing in technology to grow their digital presence, create new revenue streams, transition business models and increase customer engagement. In order to accomplish this, enterprises must engage with their customers across digital channels. As consumers have become accustomed to seamless access and high-quality experiences from companies such as Amazon, Google and Netflix, all enterprises are under pressure to meet rising expectations or risk being disrupted by competitors. Enterprises are Embracing Cloud Computing, SaaS and Mobility. Enterprises are transitioning a portion of their IT budgets to invest in cloud computing to build new services, shorten time-to-value and drive cost efficiency. The adoption of Software-as-a-Service, or SaaS, applications and mobility is empowering business users and partners to increase productivity, facilitate collaboration, reengineer business processes and drive new opportunities for growth. The consumerization of IT and shift towards a distributed workforce has caused employees and partners to demand seamless access to cloud and on-premise applications from any device. APIs and IoT Devices are Dramatically Expanding the Number of New Connections. APIs have become critical to software development and act as gateways to other digital services by facilitating the connection and data sharing between heterogeneous systems and applications. APIs have Andre Durand Chief Executive Officer 1001 17th Street, Suite 100 Denver, Colorado 80202 Telephone: (303) 468-2900 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents become the building blocks of the web and will help drive the future of software by powering new applications, enabling communications and automating business processes. Enterprises are also deploying IoT devices embedded with software and sensors to connect with their customers, collect streaming data and analyze endpoint performance. According to IDC, the worldwide installed base of IoT devices is expected to grow from 23 billion in 2018 to more than 41 billion in 2025, representing a CAGR of 9%. Digital Transformation Initiatives have Created Challenges and Complexity for Enterprises Cloud, Mobile and IoT Have Expanded the Attack Surface. The rapid adoption of cloud-based offerings and the proliferation of mobile and IoT devices have expanded the attack surface for cyber threats, moving users, devices, applications and data outside the traditional network perimeter. As a result of this shift, identity has become the most common vulnerability that hackers seek to exploit. According to a 2017 Verizon report, 81% of hacking-related breaches leveraged stolen and/or weak passwords. New Technology Adoption has Created Complex Hybrid and Multi-Cloud IT Challenges. Enterprises are increasingly reliant on both cloud and on-premise applications, which is creating complex hybrid IT infrastructures. According to IDC, public cloud spending is projected to grow from 33% of worldwide IT infrastructure spend in 2018 to 38% in 2023. A significant portion of IT budgets, however, will continue to be allocated to on-premise IT infrastructure. As a result, enterprises increasingly require solutions capable of spanning both cloud and on-premise infrastructures to support their hybrid realities. As the adoption of cloud matures, enterprises are focused on optimizing for performance, cost and security while also maintaining flexibility to operate across multiple clouds. IDC expects by 2020, 70% of enterprise IT organizations will deploy unified virtual machines, or VMs, Kubernetes, and multi-cloud management processes and tools to support robust multicloud management and governance across on-premise and public clouds. The Rise of APIs has Created New Security Vulnerabilities. The rapid proliferation of APIs has created new security vulnerabilities due to their connectivity with critical systems and access to data. Breaches associated with API gateways can remain undetected for extended periods of time because of a lack of visibility into API traffic and an inability to monitor anomalies or abuse. The Identity Landscape is Large and Evolving Identity is a vast landscape, comprised of three distinct established markets that each require different solutions. Our Intelligent Identity Platform focuses on the largest of these markets, IAM. We partner with leading companies in the adjacent markets, Privileged Access Management, or PAM, and Identity Governance and Administration, or IGA. The objectives, workflows and interfaces of these three markets remain distinct and have little overlap. Identity and Access Management. Solutions that store user information and enable the authentication of a user and the subsequent access management and security control of that user as the user attempts to access applications, data and APIs. Within IAM, Customer Identity and Access Management, or CIAM, represents a large and growing opportunity and includes solutions that provide a consistent, modern, omni-channel customer experience through personalized access to all digital services. Privileged Access Management. Solutions that help organizations secure, control, manage and monitor privileged accounts or privileged rights. Copies of all communications, including communications sent to agent for service, should be sent to: Robert M. Hayward, P.C. Robert E. Goedert, P.C. Michael P. Keeley Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois 60654 (312) 862-2000 Eric C. Jensen Matthew P. Dubofsky Michael L. Platt Cooley LLP 380 Interlocken Crescent Suite 900 Broomfield, Colorado 80021 (720) 566-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. Table of Contents Identity Governance and Administration. Solutions designed to encapsulate the governance and policies that a company uses to meet its identity management related audit and compliance obligations. Existing IAM Solutions are Limited Legacy IAM solutions generally do not meet enterprises' evolving requirements because of these inherent limitations: not being designed for cloud environments, mobile and IoT devices or APIs; being cumbersome and expensive to deploy; having a tendency to experience stability problems; and being at or near end of life. Cloud-only IAM solutions generally do not meet enterprises' evolving requirements because of these inherent limitations: lacking in-depth enterprise features and robust integrations across on-premise applications; primarily being focused on the workforce use case; having an unproven ability to scale; and only meeting minimal security requirements. Intelligent Identity is Needed Now More than Ever Enterprises are under pressure to innovate faster, improve productivity and deliver exceptional user experiences through digitalization, all while maximizing security. The question "Who are you?" must be asked and satisfactorily answered as a precondition to every digital interaction. Intelligent Identity asks and answers the question by leveraging AI and ML to analyze device, network, application and user behavior data to make real-time authentication and security control decisions. Additional security measures, which impose friction on the user experience, are only utilized if anomalies in behavior or data are detected or in high-value transactions. This optimizes the balance between securing access and providing an enhanced user experience. Our Market Opportunity According to IDC, the worldwide market for IAM is expected to grow from $6.6 billion in 2018 to $9.0 billion in 2023, representing a CAGR of approximately 6%. Based on management's internal analysis, we estimate that our market opportunity is greater than $25 billion across our use cases. For a more detailed description of how we calculate our market opportunity, see "Business Our Market Opportunity". We believe our market opportunity has the potential to expand in the future as the proliferation of IoT and APIs increases connections, complexity and the number of identities in the enterprise. Our market includes opportunities for both greenfield expansion and replacement of legacy and homegrown solutions. We believe security budgets are shifting from network-centric to identity-centric solutions because the adoption of cloud, mobile and IoT has led to a disappearing network perimeter. We believe the focus of cybersecurity will continue to shift to the user as targeted attacks against users and their credentials increase. As a result, we believe that IAM will represent a larger portion of future security budgets, which we are well positioned to capture. Our Growth Strategy The key elements of our growth strategy include: Increase Sales to Existing Customers. We believe there are significant upsell and cross-sell opportunities within our existing customer base by adding identities and use cases and selling new solutions and solution packages. Innovate and Enhance our Offerings. We intend to continue investing in research and development to enhance our existing solutions, add new solution packages and deployment options and expand use cases. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee Common Stock, par value $0.001 per share 8,625,000 $31.53 $271,946,250.00 $35,298.62 (1)Includes the aggregate offering price of shares of common stock subject to the underwriters' option to purchase additional shares from certain of the selling shareholders. (2)Estimated solely for purposes of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average high and low sales price of the registrant's common stock on June 29, 2020 as reported by the New York Stock Exchange. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Expand our Customer Base by Investing in Sales and our Partner Network. We continue to make investments in sales and marketing to grow our customer base and drive broader awareness of our Intelligent Identity Platform. We plan to deepen and expand our joint go-to-market efforts with our channel partners, system integrators and technology partners. Expand our Customer Base by Targeting New Buyers. We focus our selling efforts on executives such as Chief Information Officers, or CIOs, and Chief Information Security Officers, or CISOs, who are often making strategic top-down decisions to purchase our platform. We recently extended our cloud-based offering to target developers who represent a new addressable customer base for us. The ability for developers to directly integrate identity into their applications accelerates the adoption of identity within the enterprise. Continue to Expand our Global Presence. We have a large and growing international presence and intend to grow our customer base in various international regions by making investments in our sales team globally. Our Intelligent Identity Platform Our Intelligent Identity Platform is comprised of six solutions (SSO, MFA, Access Security, Directory, Data Governance and API Intelligence) and supports all primary use cases and deployment options. Our Intelligent Identity Platform provides the following key benefits: intelligent authentication of users based on contextual signals and risk attributes; one platform for all primary use cases; flexible hybrid deployment options; turnkey integrations across cloud and on-premise applications; high standards for critical security and resiliency; and scalable to billions of identities. Our Intelligent Identity Platform Supports All Primary Use Cases Customer. Our platform helps enterprises better engage with their customers by providing a consistent, modern, omni-channel user experience through personalized access to all digital services. This enhanced digital experience improves brand loyalty and drives additional revenue, while also strengthening security. Workforce. Our platform allows enterprises to provide their workforce with seamless and secure access to all of their cloud and on-premise applications and APIs to enable better employee productivity. Partner. Our platform helps enterprises rapidly connect with partners and manage their access privileges when onboarding and offboarding users. IoT. Our platform is increasingly being used to manage IoT identities, such as connected vehicles and consumer devices, and authenticate machine-to-machine and human-to-machine interactions. Table of Contents The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted. Subject to Completion, Dated July 6, 2020 7,500,000 Shares Common Stock Table of Contents Deployment Flexibility We have designed our solutions and solution packages for flexible deployment because every enterprise has different customization, control, security and privacy needs. Our deployment options include: Cloud. Cloud-first enterprises can consume our Intelligent Identity Platform as SaaS or deploy our Intelligent Identity Platform in their cloud. Hybrid. For hybrid enterprises, our Intelligent Identity Platform can be consumed both in the cloud and on-premise. On-Premise. For enterprises seeking the highest degree of control over security and privacy, our Intelligent Identity Platform can be deployed in the customer's data center. Recent Developments Presented below are certain preliminary and unaudited estimates of selected financial and other information for the three months ended June 30, 2020. The following information reflects our preliminary estimates with respect to such results based on currently available information, is not a comprehensive statement of our financial results and is subject to completion of our financial closing procedures. Our financial closing procedures for the three months ended June 30, 2020 are not yet complete and, as a result, our actual results may differ materially from these estimates. These estimates should not be viewed as a substitute for our full interim or annual financial statements prepared in accordance with GAAP. Further, our preliminary estimated results are not necessarily indicative of the results to be expected for the remainder of 2020 or any future period as a result of various factors, including, but not limited to, those discussed in "Risk Factors" and "Forward-Looking Statements". This information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus. The estimated financial and other data included in this prospectus has been prepared by, and are the responsibility of, management of the Company. PricewaterhouseCoopers LLP has not audited, reviewed, compiled or performed any procedures with respect to the accompanying estimated financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. During the second quarter of 2020, we continued to experience overall strong engagement with enterprise customers as work-from-home and increased virtual customer engagement highlighted the need for modernization of their identity security infrastructure. However, given the economic uncertainty driven by the COVID-19 pandemic, certain of these enterprise customers elected to phase-in their purchases of our solutions, resulting in smaller deal sizes and a reduction in our dollar-based net retention rate for the second quarter of 2020 as compared to the quarter ended June 30, 2019. This impact was offset by the greater number of deals executed during the quarter than what had been anticipated at the time the Company gave guidance for the second quarter of 2020. Additionally, our new bookings in the second quarter of 2020 continued the trend of mix-shift from term-based licenses to SaaS. We expect these trends to continue and, as a result, we expect ARR at September 30, 2020 to continue the trend of year-over-year growth, while we expect a year-over-year decrease in GAAP revenue as compared to the quarter ended September 30, 2019. Management continues to point towards ARR as the key metric for gauging the health and growth of our subscription business. For the second quarter of 2020, the Company expects: 1.Ending ARR at June 30, 2020 of $234.5 million to $235.0 million; The selling shareholders named in this prospectus are offering 7,500,000 shares of our common stock. We are not selling any shares under this prospectus and we will not receive any proceeds from the sale of shares by the selling shareholders. Our common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol "PING". On July 2, 2020, the last reported sales price of our common stock on the NYSE was $32.49 per share. The final public offering price will be determined through negotiations between the selling shareholders and the lead underwriters in this offering and the recent market price used throughout this prospectus may not be indicative of the actual offering price. We are an "emerging growth company" as defined under the federal securities laws, and as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See "Risk Factors" beginning on page 15 to read about factors you should consider before buying shares of our common stock. Immediately after this offering, funds controlled by our equity sponsor, Vista Equity Partners, will own approximately 57.6% of our outstanding common stock (or 56.2% of our outstanding common stock if the underwriters' option to purchase additional shares from certain of the selling shareholders is exercised in full), assuming the number of shares offered by such selling shareholders, as set forth in "Principal and Selling Shareholders", remains the same. As a result, we expect to remain a "controlled company" within the meaning of the corporate governance standards of the NYSE. See "Management Corporate Governance Controlled Company Status". Table of Contents 2.Total revenue of $55.5 million to $56.5 million for the three months ended June 30, 2020; 3.Free Cash Flow of $2.0 million to $2.5 million for the three months ended June 30, 2020; and 4.Dollar-based net retention rate at June 30, 2020 of 110% to 111%. See "Selected Consolidated Financial Data Non-GAAP Financial Measures" for a definition of Free Cash Flow. We have not provided an estimate for net income (loss) for the three months ended June 30, 2020. Net income (loss) includes the impact of interest expense, income tax benefit or expense, depreciation and amortization expense and certain other items that impact comparability between periods and the tax effect of such items, which may be significant and which we are unable to estimate at this time with a reasonable degree of accuracy. See "Management's Discussion and Analysis of Financial Condition and Results of Operations Key Business Metrics Annual Recurring Revenue" for a definition of ARR and discussion of its limitations. Reconciliation of Estimated Preliminary Free Cash Flow for the Three Months Ended June 30, 2020 A reconciliation of estimated Free Cash Flow to estimated net cash provided by operating activities, the most directly comparable GAAP measure, for the three months ended June 30, 2020, is as follows: Three Months Ended June 30, 2020 Low High (in thousands) Net cash provided by operating activities $ 5,725 $ 6,225 Less: Purchases of property and equipment (325 ) (325 ) Capitalized software development costs (3,400 ) (3,400 ) Free Cash Flow $ 2,000 $ 2,500 Cash paid for interest $ 700 $ 700 Free Cash Flow has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. For example, Free Cash Flow does not represent the total increase or decrease in our cash balance for a given period. Because of these limitations, Free Cash Flow should not be considered as a replacement for cash flow from operations, as determined by GAAP, or as a measure of our profitability. We compensate for these limitations by relying primarily on our GAAP results and using non GAAP measures only for supplemental purposes. Risks Associated with Our Business There are a number of risks related to our business, this offering and our common stock that you should consider before you decide to participate in this offering. You should carefully consider all the information presented in the section entitled "Risk Factors" in this prospectus. Some of the principal risks related to our business include the following: our ability to adapt to rapid technological change, evolving industry standards and changing customer needs, requirements or preferences; Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Table of Contents our ability to enhance and deploy our cloud-based and on-premise offerings and services and adapt our business model to keep pace with industry trends; our ability to maintain or improve our competitive position; the impact of the COVID-19 outbreak; the impact on our business of a network or data security incident or unauthorized access to our network or customers' data; the effects on our business if we are unable to acquire new customers, if our customers do not renew their arrangements with us, or if we are unable to expand sales to our existing customers or develop new solutions that achieve market acceptance; our dependence on our senior management team and other key employees; and
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001680935_huahui_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001680935_huahui_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..526d7a489d2358acf6c26272a2197760ac31ec85
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001680935_huahui_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our Ordinary Shares, you should carefully read the entire prospectus, including our financial statements and the related notes included elsewhere in this prospectus. You should also consider, among other things, the matters described under "Risk Factors" and "Management s Discussion and Analysis of Financial Condition and Results of Operations" in each case appearing elsewhere in this prospectus. Unless otherwise stated, all references to "us," "our," "we," the "Company," the "group" and similar designations refer to Huahui Education Group Limited, a Cayman Islands exempted company with limited liability, History of the Company The Company was originally incorporated in Nevada under the name "Duonas Corp." on September 19, 2014. It maintains its principal executive offices at 13th Floor, Building B1, Wisdom Plaza, Qiaoxiang Road, Nanshan District, Shenzhen, Guangdong Province, China 518000. The Company was formed to produce and sell stylish decorative items made from concrete, such as a variety of sculptures, candleholders, lamps, tabletops, bookcases, vases of various shapes and forms and decorations for the garden. The Company filed a registration statement on Form S-1 with the SEC on August 25, 2016, which was declared effective on October 12, 2016. In November 2017, subsequent to a change of control, the Company s name was changed to Huahui Education Group Corporation, its ticker symbol was changed to "HHEG" and management of the Company abandoned its business plan and determined to seek a possible business combination. The business purpose of the Company changed to seeking the acquisition of, or merger with, an existing company. As a result, the Company became a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act) with nominal assets and no business operations, and it sought to identify, evaluate and investigate various companies with the intent that, if such investigation warranted, a reverse merger transaction could be negotiated and completed pursuant to which the Company would acquire a target company with an operating business with the intent of continuing the acquired company s business as a publicly held entity. Effective February 26, 2019, the Company changed its domicile from Nevada to the Cayman Islands by merging into its wholly owned Cayman Islands subsidiary, Huahui Education Group Limited (the "Redomicile Merger"). As a result of the Redomicile Merger, the Company s name was changed to Huahui Education Group Limited. On July 3, 2019 (the "Closing Date"), the Company closed on a share exchange (the "Share Exchange") with Huahui Group Stock Limited, ("HGSL"), a Seychelles company limited by shares, and HGSL s shareholders (the "HGSL Shareholders"). As a result, HGSL is now a wholly owned subsidiary of the Company. Under the Share Exchange Agreement, the HGSL Shareholders exchanged all of the shares that they held in HGSL for 300,000,000 Ordinary Shares of the Company. As a result of the Share Exchange, management of the Company believes that the Company is no longer a shell company. The Company s operations now consist of the operations of HGSL and its subsidiaries. When we refer in this prospectus to business and financial information for periods prior to the consummation of the Share Exchange, we are referring to the business and financial information of HGSL and its subsidiaries unless the context suggests otherwise; when we use phrases such as "we," "our," "company" and "us," we are referring to the Company and all of its subsidiaries, as a combined entity. The shares issued to the HGSL Shareholders in connection with the Share Exchange were not registered under the Securities Act. The purpose of the registration statement of which this prospectus is a part is to register a portion of those shares for resale together with shares issued in the Redomicile Merger. Business of the Company Through its indirect subsidiary, Zhongdehui (Shenzhen) Education Development Co., Limited ("ZDSE"), the Company is engaged in the business of professional management coaching, including researching, developing and applying methods for helping individuals to improve their personal and professional leadership skills and effectiveness. ZDSE s clients consist of executive managers from large scale, small and medium-sized enterprises, as well as professionals and employees in various fields. ZDSE has developed "The Way of Management" program with ten modules now, and more modules to be developed in the future. The current ten modules comprise the experiential course, which is comprised 60% of scenario exercises, 20% of group interactions and 20% of specified topics. ZDSE also monitors the performance and the changes and developments of clients in their workplaces, and ZDSE s coaches provide guidance and support to the company s clients both during completion of the modules and during the provision of post-completion services. The current ten modules are: Exploration Management – helps clients recognize their behavioral patterns in corporate management and decision-making, identify their own deficiencies or human frailties, such as selfishness or greed, and discover the gap between themselves and the ideal manager. Innovation Management - helps clients learn how to build an effective and productive team. Practice Management – helps each client accomplish a personal business goal that the client has derived from the two previous modules. Management Art – helps clients develop communication skills, including listening and questioning, as well as how to give constructive feedback. Personality Management - helps clients learn how to deal with difficult personalities. Foundations of Management – helps clients discover their core values and how they impact their decisions and their management style. Relationship Management – helps clients understand and accept themselves – their strengths and their weaknesses – and helps them understand their own needs. Positivity – helps clients achieve a positive mindset and approach work and life with a positive attitude. Leadership Development for Women – helps female clients succeed within a masculine culture. Fund Management – helps clients learn how to manage capital, use capital correctly and diversify their investments, as well as how to understand their relationship with money and to keep the acquisition of money in perspective. ZDSE believes that its team of coaches is crucial to the success of the company, and it has a team of professional and innovative coaches, most of whom have either master s or doctoral degrees in their various professions as well as experience in the field of leadership development coaching. It also believes in the importance of innovation and continual improvement, and its four-member program development team analyzes the latest market trends and demand and regularly collects feedback from clients to improve the quality of the coaching experience offered by ZDSE. ZDSE is headquartered in Shenzhen, and has established branches in Guangzhou, Shandong and Liaoning, China. Its management intends to establish additional branches in Jiangsu, Beijing, Shanghai, Chongqing and Xiamen, within three to six years. By January 1, 2020, the company had coached 3,997 entrepreneurs, as well as personnel from more than 40 corporate training services and large listed companies. The types of companies served include real estate, high technology, medicine, health, schools, government agencies, auto industry, communications, logistics, robotics, property, construction, engineering, manufacturing, textile, rag trade, furniture and other fields. Risk Factors Investing in our Ordinary Shares involves risks. You should carefully consider the risks described in "Risk Factors" beginning on page 8 of this prospectus before making a decision to purchase Ordinary Shares. If any of these risks actually occurs, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our Ordinary Shares would likely decline, and you may lose all or part of your investment. Our Securities Our authorized capital is $50,000, consisting of 500,000,000 shares, $0.0001 par value per share. Holders of our Ordinary Shares are entitled to one vote for each whole share on all matters to be voted upon by shareholders, including the election of directors. Holders of our Ordinary Shares do not have cumulative voting rights in the election of directors. All of our Ordinary Shares are equal to each other with respect to dividend rights. Holders of our Ordinary Shares are entitled to receive dividends if and when declared by our Board of Directors out of funds legally available therefor under Cayman Islands law. In the event of our liquidation, the liquidator may, after having discharged the debts, if any, of the Company, divide among the shareholders on a pari passu basis, in specie or in kind, the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid. Holders of our Ordinary Shares have no preemptive rights to purchase any additional unissued Ordinary Shares. The Board of Directors has the ability to determine the rights, preferences and restrictions of preferred shares at their discretion. As of September 30, 2020, there were 302,734,900 of our Ordinary Shares issued and outstanding. All shares were fully paid. We do not have any options to purchase shares or any preferred shares outstanding. (For a more complete description of our Ordinary Shares, see "Description of Share Capital," below.) Implications of Being an Emerging Growth Company and a Foreign Private Issuer We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As an emerging growth company, we may take advantage of certain exemptions from specified disclosure and other requirements that are otherwise generally applicable to public companies. These exemptions include: being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced "Management s Discussion and Analysis of Financial Condition and Results of Operations" disclosure; not being required to comply with the auditor attestation requirements for the assessment of our internal control over financial reporting provided by Section 404 of the Sarbanes-Oxley Act of 2002; reduced disclosure obligations regarding executive compensation; and not being required to hold a nonbinding advisory vote on executive compensation or seek shareholder approval of any golden parachute payments not previously approved. We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest to occur of (i) the last day of the fiscal year in which we have more than $1.0 billion in annual revenue; (ii) the date we qualify as a "large accelerated filer," with at least $700 million of equity securities held by non-affiliates; (iii) the issuance, in any three-year period, by our company of more than $1.0 billion in non-convertible debt securities; or (iv) the last day of the fiscal year ending after the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement. We are also considered a "foreign private issuer" and will report under the Exchange Act as a non-U.S. company with foreign private issuer status. This means that, even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. We may choose to take advantage of some but not all of these reduced burdens. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from our competitors that are public companies, or other public companies in which you have made an investment. Notes on Prospectus Presentation Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. Certain market data and other statistical information contained in this prospectus is based on information from independent industry organizations, publications, surveys and forecasts. Some market data and statistical information contained in this prospectus are also based on management s estimates and calculations, which are derived from our review and interpretation of the independent sources listed above, our internal research and our knowledge of the executive coaching industry. While we believe such information is reliable, we have not independently verified any third-party information and our internal data has not been verified by any independent source. Accordingly, actual events or circumstances may differ materially from events and circumstances that are assumed in this information and you are cautioned not to give undue weight to such data. Securities Being Offered by Selling Shareholders The Selling Shareholders are offering up to 31,901,900 Ordinary Shares. The Selling Shareholders may sell their Ordinary Shares at a fixed price of $.08 per share until our shares are quoted on the OTCQB or a higher market and thereafter in the principal market on which our Ordinary Shares are traded at the prevailing market price, in negotiated transactions or through any other means described in the section titled "Plan of Distribution." We will not receive any proceeds from the sales by the Selling Shareholders. Transfer Agent The transfer agent for the Company s Ordinary Shares is V Stock transfer, 18 Lafayette Place, Woodmere, New York 11598; telephone: 212-828-8436, toll-free: 855-9VSTOCK; facsimile: 646-536-3179. RISK FACTORS Investing in our Ordinary Shares involves a high degree of risk. You should carefully consider the following risks and all other information contained in this prospectus, including our consolidated financial statements, ZDSE s financial statements and the related notes, before making an investment decision regarding our securities. The risks and uncertainties described below are those significant
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001681941_ifresh-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001681941_ifresh-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001681941_ifresh-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001689657_bruker_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001689657_bruker_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7e8c9ed6b02f9e9ef04d4e9908fe9a40cf1d8ee1
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001689657_bruker_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary The following summary highlights information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. Before investing in our common stock, you should read this entire prospectus carefully, especially the sections titled Risk factors, Special note regarding forward looking statements and Management s discussion and analysis of financial condition and results of operations and our consolidated financial statements and related notes included elsewhere in this prospectus. Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to Berkeley Lights, the Company, we, us and our refer to Berkeley Lights, Inc. and its consolidated subsidiary. Overview Berkeley Lights is a leading Digital Cell Biology company focused on enabling and accelerating the rapid development and commercialization of biotherapeutics and other cell-based products. The Berkeley Lights Platform captures deep phenotypic, functional and genotypic information for thousands of single cells in parallel and can also deliver the live biology customers desire in the form of the best cells. This is a new way to capture and interpret the qualitative language of biology and translate it into single-cell specific digital information, referred to as Digital Cell Biology. We currently focus on enabling the large and rapidly growing markets of antibody therapeutics, cell therapy and synthetic biology with our platform. Our goal is to establish the Berkeley Lights Platform as the standard throughout the cell-based product value chain by increasing the probability of successful product development for our customers. Cells have tremendous capabilities and are an effective means to discover, develop and manufacture a wide range of products, including therapies for diseases, new and sustainable foods and industrial materials. Harnessing these capabilities requires finding and using the best cells, which can result in finding the next blockbuster drug or saving millions of dollars per year on manufacturing costs. However, biology is extremely complex and not deterministic. Cells are microscopic factories that make minute amounts of a variety of valuable proteins, such as antibodies, and therefore require a high degree of precision when analyzed individually. Finding the best cell can require searching through millions of cells, or often even more challenging, starting with a limited sample of precious cells. Finding the best cells requires more than just capturing a cell s genetic code, it requires the deep understanding generated by functional characterization across many parameters, a process we call Deep Opto Profiling. Many existing methods to perform functional characterization of single cells are manual and fragmented processes that we believe do not scale to meet the significant challenges of measuring biological complexity. Furthermore, methods that characterize larger numbers of cells in bulk lack single-cell precision or operate at single-cell resolution but without functional validation of that cell. Cell-based product development requires living, functionally validated cells. We believe today s methods functionally characterize insufficiently and too late in the process. We believe that harnessing the cell s true capability, to develop biotherapeutics and other cell-based products, requires functional characterization of living single cells at large scale, cost effectively and in an integrated manner, early in the value chain. We developed the Berkeley Lights Platform to provide the most advanced environment for rapid functional characterization of single cells at scale. The Berkeley Lights Platform can be used to characterize the performance of cells relevant to the desired cell-based product early in the discovery process and then connect this phenotypic data to the genetic code for each cell. In contrast, current genomic technologies find sequences first and fail to deliver the functional information early in the process. Performing functional validation early Table of Contents The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and the selling stockholders are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated November 16, 2020 Preliminary prospectus 3,000,000 shares Berkeley Lights, Inc. Common stock The selling stockholders identified in this prospectus are offering an aggregate of 3,000,000 shares of our common stock. We are not selling any shares under this prospectus and we will not receive any proceeds from the sale of any shares by the selling stockholders. Our common stock is listed on the Nasdaq Global Select Market under the trading symbol BLI. On November 13, 2020, the last reported sale price of our common stock on the Nasdaq Global Select Market was $95.00 per share. We are an emerging growth company as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. Per share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to the selling stockholders before expenses $ $ (1) See Underwriting for a description of the compensation payable to the underwriters. The selling stockholders have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to 450,000 additional shares of common stock from the selling stockholders at the public offering price, less the underwriting discounts and commissions. Investing in our common stock involves a high degree of risk. See Risk factors beginning on page 14 to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares against payment in New York, New York on November , 2020. J.P. Morgan Morgan Stanley Cowen Prospectus dated , 2020 Table of Contents means letting poorly performing cells fail early, while rapidly advancing the best candidates forward, before incurring significant research and development expense. Our platform repeats this process of fail and advance many times throughout the process, delivering the best cells for what we believe will deliver the best product. We believe our platform rapidly provides the deepest information, with linked phenotypic and genotypic data, on tens of thousands of live single cells relevant to the customers end product specifications. We believe we are the only company exclusively focused on this approach to Digital Cell Biology, and we believe this level of scale and precision is not attainable with other approaches. This allows our customers to find the best cells by: Performing rapid functional characterization of tens of thousands of single cells in parallel; Precisely controlling the environment around each cell, and maintaining cells in a healthy state for further use; Accessing a high degree of cell biodiversity; Deep Opto Profiling of the relevant phenotypic characteristics, at single-cell resolution over time and connecting this to the genotypic information for each cell; Performing a broad range of workflows, including single-cell assays, on an integrated platform; and Digitally aggregating, accessing and analyzing a rich data library for each single cell. Using our platform, customers can perform functional characterization of single cells at scale, effectively, more often and early in the product development process. We believe this enables them to find the best cells and best product candidates earlier and faster in their processes to: Accelerate their product development cycles; Improve process yield and lower costs throughout their value chain; Enable a broad range of complex therapeutic modalities in biopharmaceuticals; Increase the probability of successfully developing cell-based products; Achieve revenue from their cell-based products sooner and potentially extend the product lifetime on the market prior to patent expiration; and Increase return on investment for their cell-based products. Our platform is a fully integrated, end-to-end solution, comprised of proprietary consumables, including our OptoSelect chips and reagent kits, advanced automation systems and advanced application and workflow software. Customers load onto our system their live cell samples, as well as media and reagents, then the cells are imported onto our OptoSelect chips where integrated workflows are performed to assess specific cell functions and attributes. Our platform captures and delivers rich single-cell data to find the best cells. We believe this brings common biological cell processing into the digital age. Our platform leverages proprietary OptoElectro Positioning (OEP) technology, which enables deterministic positioning of living single cells and other micro-objects using light. OEP is a core technology of our platform and allows for a high level of control over live single cells or other micro-objects throughout the functional characterization process. We estimate that the combined end market sales of cell-based products in antibody therapeutics, cell therapy and synthetic biology were $148 billion in 2019 and are expected to grow to $255 billion by 2024 at 11% CAGR. While our platform is currently utilized primarily in the discovery and development stages of the value chain Table of Contents Table of contents Page Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001693011_inozyme_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001693011_inozyme_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001693011_inozyme_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001702388_father_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001702388_father_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..313401640b4d1b9fd136d3978c8ebd1a58842bcf
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001702388_father_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US," "OUR," AND "FATHER TIME, INC." REFERS TO FATHER TIME, INC. THE FOLLOWING SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK. FATHER TIME, INC. Father Time, Inc. was incorporated in Delaware on May 16, 2016. We are a development stage company and intend to commence operations in the business of software development. The Company plans to develop mobile apps, which include but are not limited to the following: 1. Howie Goes Viral ePlay Digital has developed a new mobile game based on an existing game engine ePlay uses for the NBA, working on concepts, game design, graphic design, programming,rights acquisition and content to create a new game for iOS and Android users utilizing location-based technology, augmented reality, holograms, 3D and social media. Mobovivo, a subsidiary of ePlay Digital has licensed to the Company the use of software for Howie Goes Viral. The Company has the right to make and create customizations, updates or corrections the software as need. Under the licensing agreement, the Company will owe by the end of the fiscal year as follows, 2020 $30,000, 2021 $50,000, 2022 $100,000 and 2023 $100,000. 2. Chat app ePlay Digital is developing a new mobile video chat app featuring paid video shoutouts, artificial intelligence and machine learning. The app would allow users to request and purchase video messages. Users can receive recorded messages and share them. Mobovivo, a subsidiary of ePlay Digital has licensed to the Company the use of software for the Chat app. The Company has the right to make and create customizations, updates or corrections the software as needed. Under the licensing agreement, the Company will owe by the end of the fiscal year as follows, 2020 $30,000, 2021 $50,000, 2022 $100,000 and 2023 $100,000. 3. Fan Freak ePlay Digital will be releasing an existing app originally created for Mobovivo clients such as ESPN, the Academy Awards, Ciniplex, Sony and others. The iOS and Android app has five different sports games- Pick Sheet, Daily Fantasy Sports, First Goal, Luck Number and Streak. Digital has licensed to the Company the use of software for the Chat app. The Company has the right to make and create customizations, updates or corrections the software as needed. Under the licensing agreement, the Company will owe by the end of the fiscal year as follows, 2020 $30,000, 2021 $50,000, 2022 $100,000 and 2023 $100,000. 4. Mobovivo Sports Game Engine Father Time was granted a perpetual license to the technology that powers Fan Freak and its five (5) different games to be utilized in new sports games and apps. The iOS and Android apps support the five different sports games- Pick Sheet, Daily Fantasy Sports, First Goal, Lucky Number and Streak. has licensed to the Company the use of software for the Sports Gaming Engine. The Company has the right to make and create customizations, updates or corrections the software as needed. Under the licensing agreement, the Company will owe by the end of the fiscal year as follows, 2020 $30,000, 2021 $50,000, 2022 $100,000 and 2023 $100,000. Once developed, the mobile Apps and entertainment content should link gaming, entertainment, and e-commerce technologies. The Company s technology platform will include; customizable cloud-based data storage, CRM, streaming video, in-app purchases, affiliate fees, esports, data maintenance, and encrypted security for sellers and processing enterprises. We see our main objective as providing every subscriber with as many gaming, entertainment, and e-commerce options as possible, all organized within the Company s technology platform. We intend to use the net proceeds from this offering to develop our technology and business operations (See "Description of Business" and "Use of Proceeds"). To implement our plan of operations we require a minimum of $750,000 for the next twelve months as described in our Plan of Operations. There is no assurance that we will generate substantial revenue in the first 12 months after completion our offering or ever generate any additional revenue. Being a development stage company, we have very limited operating history. If we do not generate any additional revenue we may need a minimum of $25,000 of additional funding to pay for ongoing SEC filing requirements. We will have to sell a minimum of $25,000 shares to cover the expenses of this offering alone. We do not currently have any arrangements for additional financing. Our principal executive offices are located at 7111 Hayvenhurst Ave, Van Nuys, CA 91406. Our phone number is: 310-684-3619. From inception (May 16, 2016) until the date of this filing, we have had limited operating activities. Our financial statements for the period from inception to December 31, 2019, reports no revenue and a net loss of ($244,196). Our independent registered public accounting firm has issued an audit opinion for Father Time, Inc., which includes a statement expressing substantial doubt as to our ability to continue as a going concern. To date, we have developed our business plan and developed business-model of our company. We have secured Intellectual Property and development agreements and purchased various web address and domain names. As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop. Proceeds from this offering are required for us to proceed with your business plan over the next twelve months. We require minimum funding of approximately $750,000 to conduct our proposed operations and pay all expenses for a minimum period of one year including expenses associated with this offering and maintaining a reporting status with the SEC. If we are unable to obtain minimum funding of approximately $750,000, our business may fail. Since we are presently in the development stage of our business, we can provide no assurance that we will successfully sell any products or services related to our planned activities. THE OFFERING The Issuer: Father Time, Inc. Securities Being Offered: 3,000,000 shares of common stock. Price Per Share: $1.00 Duration of the Offering: The shares will be offered for a period of two hundred and forty (240) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 3,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 3,000,000 shares registered under the Registration Statement of which this Prospectus is part. Gross Proceeds If 25% of the shares sold - $ 750,000 If 50% of the shares sold - $1,500,000 If 75% of the shares sold - $2,250,000 If 100% of the shares sold -$3,000,000 Securities Issued and Outstanding: There are 0 shares of common stock issued and outstanding as of the date of this prospectus. There are 1,000,000 shares of class A preferred stock issued and outstanding as of the date of this prospectus, held by the Company President Trevor Doerksen 600,000 shares and the Company CEO Ray Brown 400,000 shares. These shares have voting rights of 1,000 votes per share of preferred class A stock and are convertible to 1 share of common stock per one share of class A preferred stock. There are 55,000 shares of class B preferred stock issued and outstanding as of the date of this prospectus. 20,000 of those shares are owned by Trevor Doerkcen and Ray Brown, 10,000 each. These shares have voting rights of 1 vote per share of preferred class B stock and are convertible to 1,000 shares of common stock per one share of class B preferred stock. If we are successful at selling all the shares in this offering, we will have 3,000,000 shares of common stock issued and outstanding. Officers and directors will have 1,000,020,000 votes compared to 3,000,000 votes of new shareholders. Officers and directors will have 99.7% of the votes. Subscriptions All subscriptions once accepted by us are irrevocable. Registration Costs We estimate our total offering registration costs to be approximately $25,000 Risk Factors See
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001704760_american_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001704760_american_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a9a75bd4d62872bb025fac0cf9464b32706a9c8f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001704760_american_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including the consolidated financial statements and the related notes included in this prospectus and the information set forth under the headings "Risk Factors" and "Management s Discussion and Analysis of Financial Condition and Results of Operations." Our Business We are an IT solutions provider that delivers actionable outcomes for organizations by using IT and technology solutions to drive business outcomes and innovation. Leveraging our engineering talent, we assess, design, deliver, secure, and manage solutions comprised of leading technologies aligned with our customers needs. Our subsidiary, New Stratos, serves primarily as a holding company for its operating subsidiaries, First Byte Computers, Inc., Computex, Inc. and eNETsolutions, L.L.C., each of which do business as Computex Technology Solutions. We offer a number of products and services to our customers to fit their specific IT needs, as we strive to be their primary IT service provider. Some of our offerings include: "IT Sales"—the sale of hardware, perpetual and subscription software, maintenance services, software assurance services, and internally-provided and outsourced services. We believe that our customers view technology purchases as integrated solutions, rather than discrete product and service categories, and most of our sales are derived from integrated solutions involving our customers data centers, network, security, and collaboration infrastructure. We hold various technical and sales-related certifications from leading manufacturers and software publishers such as Cisco, Dell and HPE, which allows us to market their products and enables us to provide advanced professional services. We actively engage with emerging vendors to offer their technologies to our customers. Our flexible platform and customizable catalogs facilitate the addition of new vendors products with minimal incremental effort; "Managed Services"—an annuity subscription model to monitor, manage, and maximize business critical technologies, including cloud, security, data center, mobility, and collaboration; "Professional Services"—involves cloud infrastructure, unified communications, collaboration, networking, storage, hyper-converged infrastructure, and virtual desktop infrastructure, supported by security and managed services solutions; "Managed Security Services"—strengthens the customer s information security profile with industry-leading tools, technology and expertise, often at a fraction of the cost of in-house security resources; and "Project Management Services"—enhances productivity and collaboration management and enables successful implementations and adoption of solutions for customers. Our primary focus in delivering comprehensive IT solutions is to deliver custom tailored solutions that address our customers business and financial needs while leveraging the best technologies, both on-premise and in the cloud. We begin with a consultation with our clients to better understand their business needs and then design, deploy and manage solutions aligned to such needs. In order to provide custom tailored solutions, we leverage the broader areas of cloud, security, networking, data center, collaboration and specific skills in orchestration and automation, data management, data visualization, analytics, network modernization, edge computing and other innovative and emerging technologies. In providing these solutions, we use world-class leading technologies from partners such as Microsoft Azure, Amazon Web Services, Cisco Systems, Citrix, Cohesity, Cylance, Dell EMC, F5 Networks, HPE, IBM, Juniper Networks, Meraki, Microsoft, NetApp, Nutanix, Oracle, Palo Alto Networks, Pure Storage, Rubrik, and VMware, among others. We possess top-level engineering certifications and talent with a broad range of leading IT vendors that enable us to offer tailored multi-vendor IT solutions that are optimized for each of our customers specific requirements. Moreover, our technical resources have enabled us to continue investing in engineering and technology resources to stay on the forefront of technology trends. Our expertise in core and emerging innovative technologies, fortified by our robust portfolio of consulting, professional, and managed services, has enabled us to remain a trusted advisor for our customers. This broad portfolio enables us to deliver a unique customer experience that spans the gamut from fast delivery of competitively priced products, services, subsequent management and upkeep, through to end-of-life disposal services. This approach permits us to deploy ever-more-sophisticated solutions enabling our customers business outcomes. Corporate Information We are a Delaware corporation and formerly, under the name "Pensare Acquisition Corp.," had the business purpose to effect a merger, stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or more businesses or entities. In connection with the consummation of the Business Combination, we changed our name to "American Virtual Cloud Technologies, Inc." Our principal executive offices are located at 1720 Peachtree Street, Suite 629, Atlanta, GA 30309, and our telephone number is (404) 239-2863. Our corporate website address is www.avctechnologies.com. Information contained on or accessible through our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only. Our common stock and warrants are traded on Nasdaq under the symbols "AVCT" and "AVCTW," respectively. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. The Offering Shares of common stock offered by the selling stockholders This prospectus relates to the resale or distribution from time to time by the selling stockholders named in this prospectus or their permitted transferees of up to 8,189,490 shares of our common stock which were issued in a private placement in connection with, and as part of the consideration for, the Business Combination. Terms of the offering The selling stockholders will determine when and how they will dispose of the shares of common stock registered under this prospectus for resale. Shares of common stock outstanding As of April 28, 2020, we had 19,635,830 shares of our common stock issued and outstanding. Use of proceeds We will not receive any of the proceeds from the sale of the shares of common stock by the selling stockholders. Trading symbol Our common stock is currently listed on Nasdaq and trades under the symbol "AVCT." Risk factors Investing in our common stock involves substantial risks. See "Risk Factors" for a description of certain of the risks you should consider before investing in our common stock. The number of issued and outstanding shares of our common stock does not include (i) the 5,794,500 shares of common stock available for future issuance as of April 28, 2020 under the Incentive Plan, (ii) the 30,354,436 shares of common stock issuable upon the exercise of our outstanding warrants as of April 28, 2020, (iii) the 1,485,000 shares of common stock and an additional 675,000 shares of common stock underlying warrants which may be issued upon exercise of the outstanding unit purchase options, or (iv) any shares of common stock that may be issued upon conversion of the PIPE Debentures, as described elsewhere in this prospectus. For additional information concerning the offering, see the section entitled "Plan of Distribution." RISK FACTORS An investment in our common stock involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our common stock. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our common stock could decline, and you could lose all or part of your investment. Risks Related to Our Business and Industry General economic weakness may harm the Company s operating results and financial condition. The Company s results of operations are largely dependent upon the state of the economy. Global economic weakness and uncertainty may result in decreased sales, gross margin, earnings and/or growth rates from its U.S. based customers and from customers outside the U.S. In addition, material changes in trade agreements between the U.S. and other countries may, for example, negatively affect the Company s ability to purchase product, and import or export product, increasing product pricing and negatively impacting availability of product. Adverse economic conditions may decrease the Company s customers demand for its products and services or impair the ability of its customers to pay for products and services they have purchased. As a result, the Company s sales could decrease, and reserves for its credit losses and write-offs of receivables may increase. The Company s business could be adversely affected by the recent coronavirus (COVID-19) outbreak. In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of COVID-19 a "Public Health Emergency of International Concern." On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020, the World Health Organization characterized the COVID-19 outbreak as a "pandemic." The COVID-19 outbreak has severely restricted the level of economic activity within the United States and around the world. In response to the COVID-19 outbreak, the governments of many countries, states, cities and other geographic regions have taken preventative or protective actions, such as imposing restrictions on travel and business operations. Temporary closures of businesses have been ordered and numerous other businesses have temporarily closed voluntarily. These actions may continue to expand in scope, type and impact. These measures, while intended to protect human life, are expected to have significant adverse impacts on domestic and foreign economies of uncertain severity and duration. It is likely that the current outbreak or continued spread of COVID-19 will cause an economic slowdown, which may result in a global recession. The effectiveness of economic stabilization efforts being taken to mitigate the effects of the COVID-19 outbreak is currently uncertain. A public health pandemic, including COVID-19, poses the risk that the Company or its affiliates, employees, suppliers, customers and others may be prevented from conducting business activities for an indefinite period of time, including as a result of shutdowns, travel restrictions and other actions that may be requested or mandated by governmental authorities. Such actions may prevent the Company from accessing the facilities of its customers to deliver products and provide services. In addition, the Company s customers may choose to delay or abandon projects on which it provides products and/or services as a result of such actions. Further, the Company has experienced, and may continue to experience, disruptions or delays in its supply chain as a result of such actions. The Company can give no assurance that its businesses will be classified as essential in each of the jurisdictions in which it operates. The COVID-19 outbreak has impacted, and may continue to impact, the Company s facilities, as well as those of its third party vendors and customers, including through the effects of facility closures, reductions in operating hours and other social distancing efforts. In addition, the Company has modified its business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences), and the Company may take further actions as may be required by government authorities or that the Company determines are in the best interests of its employees, customers, partners, and suppliers. The Company s liquidity could be negatively impacted if these conditions continue for a significant period of time and we may be required to pursue additional sources of financing to obtain working capital, maintain appropriate inventory levels and meet our financial obligations. Our ability to obtain any required financing is not guaranteed and largely dependent upon evolving market conditions and other factors. Depending on the continued impact of the COVID-19 outbreak, further actions may be required to improve the Company s cash position and capital structure. The Company cannot assure you that it would be able to take any of these actions on terms that are favorable to the Company or at all, that these actions would be successful and permit the Company to meet its scheduled debt service obligations or satisfy its capital requirements, or that these actions would be permitted under the terms of its existing or future debt agreements, including the Credit Agreement. The Company may also experience impacts from market downturns and changes in demand for the Company s products and services related to pandemic fears and impacts on its workforce as a result of COVID-19. If the COVID-19 outbreak becomes more pronounced in the Company s markets, or if another significant natural disaster or pandemic were to occur in the future, the Company s operations in areas impacted by such events could experience further adverse financial impacts due to market changes and other resulting events and circumstances. The extent to which the COVID-19 outbreak impacts the Company s results of operations, financial condition and cash flows will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19, the longevity of COVID-19 and the actions to contain COVID-19 or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Although it is difficult to predict the effect and ultimate impact of the COVID-19 outbreak on the Company s business, it is likely that the impact of COVID-19 will adversely affect the Company s results of operations, financial conditions and cash flows in fiscal year 2020. Even after the COVID-19 outbreak has subsided, the Company may continue to experience significant impacts to its business as a result of the global economic impact of the COVID-19 outbreak, including any economic downturn or recession or other long-term effects that have occurred or may occur in the future. If the Company loses one or more of its large volume customers, its earnings may be materially affected. Many of the contracts for the provision of products and services from the Company to its customers are generally non-exclusive agreements without volume purchase commitments and are terminable by either party upon 30 days notice. The loss of one or more of its largest customers, the failure of such customers to pay amounts due to it, or a material reduction in the amount of purchases made by such customers could have a material adverse effect on the Company s business, financial position, results of operations and cash flows. Changes in the IT industry, customers usage or procurement of IT, and/or rapid changes in product standards may result in reduced demand for the IT hardware and software solutions and services the Company sells. The Company s results of operations are influenced by a variety of factors, including the condition of the IT industry, shifts in demand for, or availability of, IT hardware, software, peripherals and services, and industry introductions of new products, upgrades, methods of distribution, and the nature of how IT is consumed and procured. The IT industry is characterized by rapid technological change and the frequent introduction of new products, product enhancements and new distribution methods or channels, each of which can decrease demand for current products or render them obsolete. In addition, the proliferation of cloud technology, infrastructure as a service (IaaS), software as a service (SaaS), platform as a service (PaaS), software defined networking, or other emerging technologies may reduce the demand for products and services the Company sells to its customers. Cloud offerings may influence the Company s customers to move workloads to cloud providers, which may reduce the procurement of products and services from the Company. Changes in the IT industry may also affect the demand for the Company s advanced professional and managed services. The Company has invested a significant amount of capital in personnel, and this strategy may adversely impact its financial position due to competition or changes in the industry or improper focus or selection of the products and services the Company decides to offer. If the Company fails to react in a timely manner to such changes, its results of operations may be adversely affected. The Company s sales can be dependent on demand for specific product categories, and any change in demand for or supply of such products could have a material adverse effect on its results of operations. A substantial or an extended decline in oil and gas prices could result in lower expenditures by the Company s customers in the oil and gas industry, which could have a material adverse impact on its financial condition, results of operations and cash flows. Demand for the Company s products and services depends on expenditures by its customers involved in the oil and natural gas industry. These expenditures are generally dependent on the Company s customers views of future oil and natural gas prices and are sensitive to its customers views of future economic growth and the resulting impact on demand for oil and natural gas. Declines, as well as anticipated declines, in oil and gas prices could result in project modifications, delays or cancellations, general business disruptions, and delays in payment of, or nonpayment of, amounts that are owed to the Company. These effects could have a material adverse effect on the Company s financial condition, results of operations and cash flows. The oil and gas industry has historically experienced periodic downturns, which have been characterized by diminished demand for the Company s products and services as well as and downward pressure on the prices it charges. Sustained market uncertainty can also result in lower demand and pricing for the Company s products and services within such industry. A significant downturn or sustained market uncertainty could result in a reduction in demand for the Company s services and could adversely affect its financial condition, results of operations and cash flows. The Company may fail to innovate or create new solutions which align with changing market and customer demand. As a provider of a comprehensive set of solutions, which involves the offering of bundled solutions consisting of direct IT sales, advanced professional and managed services, the Company expects to encounter some of the challenges, risks, difficulties, and uncertainties frequently encountered by companies providing bundled solutions in rapidly evolving markets. Some of these challenges include the Company s ability to increase the total number of users of its services or adapt to meet changes in its markets and competitive developments. The Company s personnel must continually stay current with vendor and marketplace technology advancements, create solutions which may integrate evolving vendor products and services as well as services and solutions the Company provides, to meet changing marketplace and customer demand. Further, the Company may provide customized solutions and services that are solely reliant on its own marketing, design and fulfillment services, and the Company may lack the skills or personnel to execute. The Company s failure to innovate and provide value to its customers may erode its competitive position and market share and may lead to a decrease in revenue and financial performance. In all of the Company s markets, some of its competitors have greater financial, technical, marketing, and other resources than the Company does. In addition, some of these competitors may be able to respond more quickly to new or changing opportunities, technologies, and customer requirements. Many current and potential competitors engage in more extensive promotional marketing and advertising activities, offer more attractive terms to customers, and adopt more aggressive pricing and credit policies than the Company does. The Company may not be successful in achieving revenue growth which may have a material adverse effect on its future operating results as a whole. The Company s business depends on its vendor partner relationships and the availability of their products. The Company s solutions portfolio includes products from OEMs, software publishers and cloud providers. The Company is authorized by these vendor partners to sell all or some of their products via direct marketing activities. Its authorization with each vendor partner is subject to specific terms and conditions regarding such things as sales channel restrictions, product return privileges, price protection policies, purchase discounts and vendor partner programs and funding, including purchase rebates, sales volume rebates, purchasing incentives and cooperative advertising reimbursements. However, the Company does not have any long-term contracts with its vendor partners and many of these arrangements are terminable upon notice by either party. A reduction in vendor partner programs or funding or the Company s failure to timely react to changes in vendor partner programs or funding could have an adverse effect on the Company s business, results of operations or cash flows. In addition, a reduction in the amount or a change in the terms of credit granted to the Company by its vendor partners could increase the Company s need for, and the cost of, working capital and could have an adverse effect on the Company s business, results of operations or cash flows, particularly given the Company s substantial indebtedness. From time to time, vendor partners may terminate or limit the Company s right to sell some or all of their products or change the terms and conditions or reduce or discontinue the incentives that they offer the Company. For example, there is no assurance that, as the Company s vendor partners continue to sell directly to end users and through resellers, they will not limit or curtail the availability of their products to solutions providers like the Company. Any such termination or limitation or the implementation of such changes could have a negative impact on the Company s business, results of operations or cash flows. The Company purchases the products included in its solutions portfolio both directly from its vendor partners and from wholesale distributors. Although the Company purchases from a diverse vendor base, in the year ended December 31, 2019, products it purchased from wholesale distributors Ingram Micro and Techdata, both represented more than 5% of total purchases. In addition, sales of products manufactured by Cisco, Dell, and Nutanix whether purchased directly from these vendor partners or from a wholesale distributor, represented in the aggregate nearly 30% of the Company s fiscal year 2019 consolidated net sales. The loss of, or change in business relationship with, any of these or any other key vendor partners, or the diminished availability of their products, including due to backlogs for their products, could reduce the supply and increase the cost of products the Company sells and negatively impact its competitive position. Additionally, the relocation of key distributors utilized in the Company s purchasing model could increase its need for, and the cost of, working capital and have an adverse effect on its business, results of operations or cash flows. Further, the sale, spin-off or combination of any of the Company s vendor partners and/or certain of their business units, including any such sale to or combination with a vendor with whom the Company does not currently have a commercial relationship or whose products the Company does not sell, could have an adverse impact on the Company s business, results of operations or cash flows. Breaches of data security and the failure to protect the Company s information technology systems from cybersecurity threats could adversely impact its business. The Company s business involves the storage and transmission of proprietary information and sensitive or confidential data, including personal information of its employees, customers and others. In addition, the Company operates data centers for its customers that host their technology infrastructure and may store and transmit both business-critical data and confidential information. In connection with the Company s services business, some of its employees also have access to its customers confidential data and other information. The Company has privacy and data security policies in place that are designed to prevent security breaches; however, as newer technologies evolve, and the portfolio of the service providers with which the Company shares confidential information with grows, the Company could be exposed to increased risk of breaches in security and other illegal or fraudulent acts, including cyberattacks. The evolving nature of such threats, in light of new and sophisticated methods used by criminals and cyberterrorists, including computer viruses, malware, phishing, misrepresentation, social engineering and forgery, are making it increasingly challenging to anticipate and adequately mitigate these risks. The Company may not be able to hire and/or retain personnel that it needs. To increase market awareness and sales of the Company s offerings, the Company may need to expand its marketing efforts and sales operations in the future. The Company s products and services require a sophisticated sales effort and significant technical engineering talent. For example, its sales and engineering candidates must have highly technical hardware and software knowledge to create a customized solution for its customers business processes. Competition for qualified sales, marketing and engineering personnel fluctuates depending on market conditions, and the Company may not be able to hire or retain sufficient personnel to maintain and grow its business. Frequently, the Company s competitors require their employees to agree to non-compete and non-solicitation agreements as part of their employment. This makes it more difficult for the Company to hire and increases the Company s costs by reviewing and managing non-compete restrictions. Additionally, in some cases the Company s relationship with a customer may be impacted by turnover in its sales or engineering team. For example, in the first quarter of fiscal year 2019, several sales representatives and managers voluntarily resigned their employment with the Company. These sales representatives and managers were the relationship managers to a number of the Company s customers. The loss of these customers adversely affected the net sales of the Company for fiscal year 2019 and could have the same effect on subsequent periods if such lost sales are not offset by the Company s new sales representatives and newly acquired customers. The Company faces substantial competition from other companies. In its technology segment, the Company competes in all areas of its business against local, regional, national, and international firms, including other direct marketers; national and regional resellers; online marketplace competitors; and regional and national service providers. In addition, the Company faces competition from vendors, which may choose to market their products directly to end-users, rather than through channel partners such as the Company, and this could adversely affect the Company s future sales. Many competitors compete based principally on price and may have lower costs or accept lower selling prices than the Company does and, therefore, the Company s gross margins may not be maintainable. Online market place competitors are continually improving their pricing and offerings to customers as well as ease of use of their online marketplaces. The Company s competitors may offer better or different products and services than the Company offers. In addition, the Company does not have guaranteed purchasing volume commitments from its customers and, therefore, its sales volume may be volatile. The Company may not have designed or maintained its IT systems to support its business. The Company depends heavily upon the accuracy and reliability of its information, telecommunication, cybersecurity and other systems including the operation of redundant systems if there are failures in its primary systems, which are used for customer management, sales, distribution, marketing, purchasing, inventory management, order processing and fulfillment, customer service and general accounting functions. The Company must continually maintain, secure and improve its systems. The protections the Company has in place address a variety of threats to its information technology systems, both internal and external, including human error. Inadequate security practices or design of the Company s IT systems, or IT systems from third-parties which it utilizes, or third-party service providers failure to provide adequate services could result in the disclosure of sensitive or confidential information or personal information or cause other business interruptions that could damage the Company s reputation and disrupt its business. Inadequate design or interruption of the Company s information systems, Internet availability, telecommunications systems or power failures could have a material adverse effect on its business, its reputation, financial condition, cash flows, or results of operations. The Company s managed services business requires it to monitor its customers devices on their networks across varying levels of service. If the Company has not designed its IT systems to provide this service accurately or if there is a security breach in its IT system or the customers systems, the Company may be liable for claims. The Company relies on the competency of its internal IT personnel. The Company s failure to hire, develop, retain, and supervise competent IT personnel to secure its data, design redundant systems, or design and maintain its technology systems including its data and voice networks, and applications, could significantly interrupt its business causing a negative impact on its results. The Company may not adequately protect itself through its contracts, or its insurance policies may not be adequate to address potential losses or claims. The Company s contracts may not protect it against the risks inherent in its business including, but not limited to, warranties, limitations of liability, indemnification obligations, human resources and subcontractor-related claims, patent and product liability, regulatory and compliance obligations, and data security and privacy. Also, the Company faces pressure from its customers for competitive pricing and contract terms. The Company also is subject to audits by various vendor partners and customers relating to purchases and sales under various contracts. In addition, the Company is subject to indemnification claims under various contracts. The Company depends on having creditworthy customers to avoid an adverse impact on its operating results and financial condition. If the credit quality of the Company s customer base materially decreases, or if the Company experiences a material increase in its credit losses, the Company may find it difficult to continue to obtain the required capital for its business, and its operating results and financial condition may be harmed. In addition to the impact on the Company s ability to attract capital, a material increase in its delinquency and default experience would itself have a material adverse effect on its business, operating results, and financial condition. The Company s ability to successfully attract and retain qualified sales personnel is important to its success. The Company s success depends on its ability to attract, motivate, and retain a sufficient number of qualified sales representatives, who understand and appreciate the Company s strategy and culture and are able to adequately represent the Company to its customers. Qualified individuals of the requisite caliber and number needed to fill these positions may be in short supply in some areas. If the Company is unable to hire and retain personnel capable of consistently providing a high level of customer service its sales could be materially adversely affected. Additionally, any material increases in existing employee turnover rates or increases in labor costs could have a material adverse effect on the Company s business, financial condition or operating results. The Company may be liable for misuse of its customers or employees information. Third-parties, such as hackers, could circumvent or sabotage the security practices and products used in the Company s product and service offerings, and/or the security practices or products used in the Company s internal IT systems, which could result in disclosure of sensitive or personal information, unauthorized procurement, or other business interruptions that could damage the Company s reputation and disrupt its business. Attacks may range from random attempts to coordinated and targeted attacks, including sophisticated computer crime and advanced persistent threats. If third-parties or the Company s employees are able to maliciously penetrate its network security or otherwise misappropriate its customers information or employees personal information, or other information for which its customers may be responsible and for which the Company agrees to be responsible in connection with service contracts into which it may enter, or if the Company gives third-parties or its employees improper access to certain information, the Company could be subject to liability. This liability could include claims for unauthorized access to devices on its network; unauthorized access to its customers networks, applications, data, devices, or software; and identity theft or other similar fraud-related claims. This liability could also include claims for other misuses of or inappropriate access to personal information. Other liability could include claims alleging misrepresentation of the Company s privacy and data security practices. Any such liability for misappropriation of this information could decrease the Company s profitability. In addition, federal and state agencies have been investigating various companies regarding whether they misused or inadequately secured information. The Company could incur additional expenses when new laws or regulations regarding the use of information are enacted, or if governmental agencies require the Company to substantially modify its privacy or security practices. The Company could fail to comply with applicable data privacy laws, the violation of which may result in audits, fines, penalties, litigation, or administrative enforcement actions with associated costs. Advances in computer capabilities, new discoveries in the field of cryptography, or other events or developments may result in a compromise or breach of the security practices the Company uses to protect sensitive customer transaction information and employee information. A party who is able to circumvent the Company s security measures could misappropriate proprietary information or cause interruptions in the Company s operations. Further, third-parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords, or other information or otherwise compromise the security of the Company s internal networks and/or its customers information. Since techniques used to obtain unauthorized access change frequently and the size and severity of security breaches are increasing, the Company may be unable to implement adequate preventative measures or timely identify or stop security breaches while they are occurring. The Company may be required to expend significant capital and other resources to protect against security breaches or to remediate the subsequent risks and issues caused by such breaches. The Company s security measures are designed to protect against security breaches, but its failure to prevent such security breaches could cause it to incur significant expense to investigate and respond to a security breach and correct any problems caused by any breach, subject it to liability, damage its reputation, and diminish the value of its brand. There can be no assurance that the limitations of liability in Company contracts would be enforceable or adequate or would otherwise protect the Company from any such liabilities or damages with respect to any particular claim. The Company also cannot be sure that its existing insurance coverage for errors and omissions or security breaches will continue to be available on acceptable terms or in sufficient amounts to cover one or more large claims, or that its insurers will not deny coverage as to any future claim. The successful assertion of one or more large claims against the Company that exceeds its available insurance coverage, or changes in its insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on the Company s business, financial condition, and results of operations. Failure to comply with new laws or changes to existing laws may adversely impact the Company s business. The Company s operations are subject to numerous U.S. laws and regulations in a number of areas including, but not limited to, areas of labor and employment, immigration, advertising, e-commerce, tax, import and export requirements, data privacy requirements, anti-competition, and environmental, health, and safety. Compliance with these laws, regulations, and similar requirements may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business, and the risk of noncompliance. The Company has implemented policies and procedures designed to help comply with applicable laws and regulations, but there can be no certainty that employees, contractors, or agents will fully comply with laws and regulations or the Company s policies and procedures. Loss of services by any of the Company s executive officers or senior management and/or failure to successfully implement a succession plan could adversely affect the Company s business. The loss of the services by the Company s executive officers or senior management and/or failure to successfully implement a succession plan could disrupt management of the Company s business and impair the execution of its business strategies. The Company believes that its success depends in part upon its ability to retain the services of its executive officers and senior management and successfully implement a succession plan. The Company s executive officers are at the forefront in determining its strategic direction and focus. The loss of its executive officers and senior management s services without replacement by qualified successors could adversely affect the Company s ability to manage effectively its overall operations and successfully execute current or future business strategies, and could cause other instability within the Company s workforce. The Company relies on its primary credit facility for working capital and its accounts payable processing. The loss of the Company s primary credit facility with Comerica Bank pursuant to the Credit Agreement could have a material adverse effect on its future results as it relies on this facility and its components for daily working capital and the operational function of its accounts payable process. The Credit Agreement contains various covenants that must be met each quarter and either party may terminate the agreement for any reason with a 90-days notice. There can be no assurance that the Company will continue to meet those covenants and failure to do so may limit availability of, or cause the Company to lose, such financing. There can be no assurance that such financing will continue to be available to the Company in the future on acceptable terms. Changes in accounting standards, or the misapplication of current accounting standards, may adversely affect the Company s future financial results. The Company prepares its financial statements in conformity with U.S. GAAP. These accounting principles are subject to interpretation by the Financial Accounting Standards Board, the Public Company Accounting Oversight Board, the SEC, the American Institute of Certified Public Accountants ("AICPA") and various other bodies formed to interpret and create appropriate accounting policies. Future periodic assessments required by current or new accounting standards may result in noncash charges and/or changes in presentation or disclosure. In addition, any change in accounting standards may influence the Company s customers decision to purchase from the Company or finance transactions with the Company, which could have a significant adverse effect on the Company s financial position or results of operations. The Company is required to determine if it is the principal or agent in all transactions with its customers. The voluminous number of products and services the Company sells, and the manner in which they are bundled, are technologically complex. Mischaracterization of these products and services could result in misapplication of revenue recognition polices. The Company uses estimates where necessary, such as the fair value of assets acquired, and liabilities assumed in a business combination, the analysis for goodwill impairment, allowance for doubtful accounts and the cost to perform professional and managed services, which require judgment and are based on best available information. If the Company is unable to accurately estimate the cost of these services or the time-line for completion of contracts, the profitability of its contracts may be materially and adversely affected. A natural disaster or other adverse occurrence at one of the Company s facilities could damage its business. The Company has one warehouse and distribution facility in the U.S. If the warehouse and distribution equipment at its distribution center were to be seriously damaged by a natural disaster or other adverse occurrence, the Company could utilize another distribution center or third-party distributors to ship products to its customers. However, this may not be sufficient to avoid interruptions in the Company s service and may not enable the Company to meet all of the needs of its customers and would cause the Company to incur incremental operating costs. In addition, the Company operates two customer facing data centers which contain its Securities Operations Center, Network Operations Center, and numerous sales offices which may contain both business-critical data and confidential information of the Company s customers. A natural disaster or other adverse occurrence at any of the customer data centers or at any of the Company s major sales offices could negatively impact its business, results of operations or cash flows. The Company could be exposed to additional risks if it continues to make strategic investments or acquisitions or enter into alliances. The Company may continue to pursue transactions, including strategic investments, acquisitions or alliances, in an effort to extend or complement its existing business. These types of transactions involve numerous business risks, including finding suitable transaction partners and negotiating terms that are acceptable to the Company, the diversion of management s attention from other business concerns, extending the Company s product or service offerings into areas in which the Company has limited experience, entering into new geographic markets, the potential loss of key coworkers or business relationships and successfully integrating acquired businesses. There can be no assurance that the intended benefits of the Company s investments, acquisitions and alliances will be realized, or that those benefits will offset these numerous risks or other unforeseen factors, any of which could adversely affect the Company s business, results of operations or cash flows. In addition, the Company s financial results could be adversely affected by financial adjustments required by U.S. GAAP in connection with these types of transactions where significant goodwill or intangible assets are recorded. To the extent the value of goodwill or identifiable intangible assets with indefinite lives becomes impaired, the Company may be required to incur material charges relating to the impairment of those assets. The Company may be required to take impairment charges for goodwill or other intangible assets related to acquisitions. The Company has acquired certain portions of its business and assets through acquisitions. Further, as part of its long-term business strategy, the Company may continue to pursue acquisitions of other companies or assets. In connection with prior acquisitions, the Company has accounted for the portion of the purchase price paid in excess of the book value of the assets acquired as goodwill or intangible assets, and it may be required to account for similar premiums paid on future acquisitions in the same manner. Under the applicable accounting principles, goodwill is not amortized and is carried on the Company s books at its original value, subject to annual review and evaluation for impairment, whereas intangible assets are amortized over the life of the asset. Changes in the business itself, the economic environment (including business valuation levels and trends), or the legislative or regulatory environment may trigger a review and evaluation of the Company s goodwill and intangible assets for potential impairment outside of the normal review periods. These changes may adversely affect either the fair value of the business or the Company s individual reporting units and the Company may be required to take an impairment charge. If market and economic conditions deteriorate, this could increase the likelihood that the Company will need to record impairment charges to the extent the carrying value of its goodwill exceeds the fair value of its overall business. Such impairment charges could materially adversely affect the Company s net earnings during the period in which the charge is taken. As of December 31, 2019, the Company had goodwill and other intangible assets of $21.2 million and $2.4 million, respectively. The Company faces risks of claims from third-parties for intellectual property infringement, including counterfeit products, that could harm its business. The Company may be subject to claims that products that it resells infringe on the intellectual property rights of third-parties and/or are counterfeit products. The vendor of certain products or services the Company resells may not provide the Company with indemnification for infringement or indemnification; however, the Company s customers may seek indemnification from the Company. The Company could incur substantial costs in defending infringement claims against itself and its customers. In the event of such claims, the Company and its customers may be required to obtain one or more licenses from third-parties. The Company may not be able to obtain such licenses from third-parties at a reasonable cost or at all. Defense of any lawsuit or failure to obtain any such required license could significantly increase the Company s expenses and/or adversely affect its ability to offer one or more of its services. Risks Related to Our Indebtedness The Company has a substantial amount of indebtedness, which could have important consequences to its business. The Company has a substantial amount of indebtedness. As of December 31, 2019, the Company had $14.2 million of total debt outstanding, as defined by U.S. GAAP, and $0.2 million of obligations outstanding under equipment financing agreements, and the ability to borrow an additional $13.9 million under the Credit Agreement, subject to a borrowing base and a liquidity condition. The Company s substantial indebtedness could have important consequences, including the following: making it more difficult for the Company to satisfy its obligations with respect to its indebtedness; requiring the Company to dedicate a substantial portion of its cash flow from operations to debt service payments on its and its subsidiaries debt, which reduces the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes; requiring the Company to comply with restrictive covenants in the Credit Agreement, which limit the manner in which it conducts its business; making it more difficult for the Company to obtain vendor financing from its vendor partners, including original equipment manufacturers and software publishers; limiting the Company s flexibility in planning for, or reacting to, changes in the industry in which it operates; placing the Company at a competitive disadvantage compared to any of its less-leveraged competitors; increasing the Company s vulnerability to both general and industry-specific adverse economic conditions; and limiting the Company s ability to obtain additional debt or equity financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements and increasing its cost of borrowing. Restrictive covenants under the Credit Agreement may adversely affect its operations and liquidity. The Credit Agreement contains and any future indebtedness of the Company may contain, various covenants that limit its ability to, among other things: incur or guarantee additional debt; pay dividends or make distributions to holders of the Company s capital stock or to make certain other restricted payments or investments; repurchase or redeem capital stock; make loans, capital expenditures or investments or acquisitions; receive dividends or other payments from its subsidiaries; enter into transactions with affiliates; pledge its assets as collateral; merge or consolidate with other companies or transfer all or substantially all of its assets; transfer or sell assets, including capital stock of subsidiaries; and prepay, repurchase or redeem debt. As a result of these covenants, the Company is limited in the manner in which it conducts its business and it may be unable to engage in favorable business activities or finance future operations or capital needs. A breach of any of these covenants or any of the other covenants in the Credit Agreement (including without limitation financial covenants) would result in a default under the Credit Agreement. Upon the occurrence of an event of default under the Credit Agreement, the lenders: will not be required to lend any additional amounts to the Company; could elect to declare all borrowings outstanding thereunder, together with accrued and unpaid interest and fees, to be due and payable; or could require the Company to apply all of its available cash to repay these borrowings. If the Company were unable to repay those amounts, the lender under the Credit Agreement could proceed against the collateral granted to it to secure the Company s borrowings thereunder. The Company has pledged a significant portion of its assets as collateral under the Credit Agreement. If the lender under the Credit Agreement accelerates the repayment of borrowings, the Company cannot assure you that it will have sufficient assets to repay the Credit Agreement and its other indebtedness or the ability to borrow sufficient funds to refinance such indebtedness. Even if the Company were able to obtain new financing, it may not be on commercially reasonable terms, or terms that are acceptable to the Company. As of December 31, 2019, under the Credit Agreement, the Company is permitted to borrow an aggregate amount of up to $13.9 million. However, its ability to borrow under the Credit Agreement is limited by a borrowing base and a liquidity condition. The borrowing base at any time equals the sum of up to 85% of eligible accounts receivable plus 50% of eligible inventory. The borrowing base in effect as of December 31, 2019 was $12.6 million and, therefore, did restrict the Company s ability to borrow under the Credit Agreement as of that date. The Company will be required to generate sufficient cash to service its indebtedness and, if not successful, the Company may be forced to take other actions to satisfy its obligations under its indebtedness. The Company s ability to make scheduled payments on or to refinance its debt obligations depends on its financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond its control. The Company s outstanding long-term debt will impose significant cash interest payment obligations on the Company and, accordingly, the Company will have to generate significant cash flow from operating activities to fund its debt service obligations. The Company cannot assure you that it will maintain a level of cash flows from operating activities sufficient to permit it to pay the principal, premium, if any, and interest on its indebtedness. If the Company s cash flows and capital resources are insufficient to fund its debt service obligations, the Company may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional debt or equity capital, restructure or refinance its indebtedness, or revise or delay its strategic plan. The Company cannot assure you that it would be able to take any of these actions on terms that are favorable to the Company or at all, that these actions would be successful and permit the Company to meet its scheduled debt service obligations or satisfy its capital requirements, or that these actions would be permitted under the terms of its existing or future debt agreements, including the Credit Agreement. In the absence of such operating results and resources, the Company could face substantial liquidity problems and might be required to dispose of material assets or operations to meet its debt service and other obligations. The Credit Agreement restricts the Company s ability to dispose of assets and use the proceeds from the disposition. The Company may not be able to consummate those dispositions or to obtain the proceeds which it could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. If the Company cannot make scheduled payments on its debt, it will be in default and, as a result: the Company s debt holders could declare all outstanding principal and interest to be due and payable; the lenders under the Credit Agreement could foreclose against the assets securing the borrowings from them and the lenders under the Credit Agreement could terminate their commitments to lend it money; and the Company could be forced into bankruptcy or liquidation. Despite the Company s indebtedness levels, the Company may be able to incur substantially more debt, including secured debt. This could further increase the risks associated with its leverage. The Company may be able to incur substantial additional indebtedness in the future. The terms of the Credit Agreement do not fully prohibit it from doing so. To the extent that the Company incurs additional indebtedness, the risks associated with its substantial indebtedness described above, including its possible inability to service its debt, will increase. As of December 31, 2019, the Company had $13.9 million available for additional borrowing under the Credit Agreement, subject to a borrowing base and a liquidity condition. Variable rate indebtedness subjects the Company to interest rate risk, which could cause its debt service obligations to increase significantly. Certain of the Company s borrowings, primarily borrowings under the Credit Agreement, are at variable rates of interest and expose the Company to interest rate risk. As of December 31, 2019, the Company had $13.3 million of variable rate debt outstanding. If interest rates increase, the Company s debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and its net income would decrease. Risks Related to Our Securities and Completion of the Business Combination The unaudited pro forma financial information included herein may not be indicative of what the Company s actual financial position or results of operations would have been. The unaudited pro forma financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what the Company s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. Nasdaq may delist our securities from quotation on its exchange which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. Our common stock and warrants are currently listed on Nasdaq. There can be no assurance that we will continue to be able to meet Nasdaq s listing standards with respect to our securities. If Nasdaq delists our common stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including: a limited availability of market quotations for our securities; reduced liquidity with respect to our securities; a determination that our shares of common stock are "penny stock" which will require brokers trading in our shares of common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares of common stock; a limited amount of news and analyst coverage for our company; and a decreased ability to issue additional securities or obtain additional financing in the future. On April 9, 2020, the Company received a letter (the "Determination Letter") from Nasdaq notifying the Company that it had not complied with the requirements of Nasdaq Listing Rule IM-5101-2, which requires that the Company meet the requirements for initial listing after completion of the Business Combination. The Determination Letter states that the Company s common stock does not meet the minimum $4.00 bid price and the $15 million market value of publicly held shares requirements, which are set forth in Nasdaq Listing Rule 5505. The Company has requested a hearing before a Nasdaq Hearings Panel, which request has stayed any further action by Nasdaq pending the conclusion of the hearing process. The Company will address the Determination Letter at its hearing. There can be no assurance that the Company s appeal will be successful. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." Because our common stock and warrants are currently listed on Nasdaq, our common stock and warrants are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities. If the Business Combination s benefits do not meet the expectations of investors or securities analysts, the market price of our securities may decline. If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline. Fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there was not a public market for Computex s securities. Even if an active market for our securities develops and continues, the trading price of our securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline. Factors affecting the trading price of our securities may include: actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; changes in the market s expectations about our operating results; success of competitors; our operating results failing to meet the expectation of securities analysts or investors in a particular period; changes in financial estimates and recommendations by securities analysts concerning the Company or the IT industry in general; operating and stock price performance of other companies that investors deem comparable to the Company; our ability to market new and enhanced products on a timely basis; changes in laws and regulations affecting our business; our ability to meet compliance requirements; commencement of, or involvement in, litigation involving the Company; changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; the volume of shares of our common stock available for public sale; any major change in our board of directors or management; sales of substantial amounts of common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations, acts of war or terrorism and global health crises, including the coronavirus (COVID-19) pandemic. Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the Company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future. The JOBS Act permits the Company to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for so long as the Company is an "emerging growth company." The Company qualifies as an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, the Company is eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. The Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of its common stock that is held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.07 billion or more during such fiscal year, (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of its common stock in the IPO, which would be December 31, 2022. If the Company continues to expand its business through acquisitions and/or continues to grow revenues organically, we may cease to be an emerging growth company prior to December 31, 2022. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as such company is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the same time private companies adopt the new or revised standard. Investors may find our common stock less attractive because the Company will rely on these exemptions, which may result in a less active trading market for our common stock and its stock price may be more volatile. Our management and their affiliates control a substantial interest in us and thus may influence certain actions requiring a stockholder vote. As of April 28, 2020, our management and their affiliates beneficially own approximately 86.0% of our issued and outstanding shares of common stock, including an aggregate of 18,787,253 shares underlying warrants and convertible debentures. Accordingly, these individuals would have considerable influence regarding the outcome of any transaction that requires stockholder approval. Furthermore, our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. As a consequence of our "staggered board," only a minority of our board of directors will be considered for election in any given year and our management and their affiliates, because of their ownership position, will have considerable influence regarding the outcome of such elections. We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act that are applicable to us. As a public company, we are required to comply with the SEC s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of internal control over financial reporting. To comply with the requirements of being a public company, we are required to provide attestation on internal controls, and we may need to undertake various actions, such as implementing additional internal controls and procedures and hiring additional accounting or internal audit staff. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those that were required of Computex as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that are applicable to us after the Business Combination. If we are not able to implement the additional requirements of Section 404 in a timely manner or with adequate compliance, the Company may not be able to assess whether its internal control over financial reporting is effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of our common stock. Further, as an emerging growth company, our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event that it is not satisfied with the level at which our controls are documented, designed or operating. In addition, our management and other personnel will need to continue to devote a substantial amount of time to compliance initiatives applicable to public companies, including compliance with Section 404 and the evaluation of the effectiveness of our internal control over financial reporting within the prescribed timeframe. In connection with the audit of Computex s consolidated financial statements for the years ended December 31, 2019 and 2018, certain material weaknesses and significant deficiencies were identified in its internal control over financial reporting. The Company has begun the process of evaluating the adequacy of its accounting personnel staffing level and other matters related to internal control over financial reporting to remediate these deficiencies. The Company may discover additional deficiencies in existing systems and controls that it may not be able to remediate in an efficient or timely manner. Provisions in our Charter and Bylaws and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management. Our Charter and Bylaws contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. Our board of directors is divided into three classes, each of which serves for a term of three years with only one class of directors being elected in each year. As a result, at a given annual meeting only a minority of the board of directors may be considered for election. Since our "staggered board" may prevent our stockholders from replacing a majority of our board of directors at any given annual meeting, it may entrench management and discourage unsolicited stockholder proposals that may be in the best interests of stockholders. Moreover, our board of directors has the ability to designate the terms of and issue new series of preferred stock. We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations. We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results of operations. Our Charter provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders. Our Charter provides, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder s counsel; provided that the exclusive forum provision will not apply to (i) suits brought to enforce any liability or duty created by the Exchange Act, (ii) any other claim for which the federal courts have exclusive jurisdiction, (iii) any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (iv) any claim which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (v) any claim for which the Court of Chancery does not have subject matter jurisdiction. Furthermore, our Charter also provides that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such provision with respect to suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our Charter. This choice of forum provision may limit a stockholder s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition. Sales of a substantial number of shares of our common stock in the public market, or the perception that they might occur, could have an adverse effect on the market price of our common stock. As of April 28, 2020, we had warrants to purchase an aggregate of 30,354,436 shares of common stock outstanding. In connection with the IPO, we issued unit purchase options to purchase 1,350,000 units which, if exercised, will result in the issuance of up to 1,485,000 shares of common stock and warrants to purchase an additional 675,000 shares of common stock. Additionally, the PIPE Debentures are convertible, in whole or in part, at any time at the option of the holder thereof into that number of shares of common stock calculated by dividing the principal amount being converted, together with all accrued but unpaid interest thereon, by the applicable conversion price, and are subject to mandatory conversion under certain conditions, as described elsewhere in this prospectus. To the extent such warrants, unit purchase options or PIPE Debentures are exercised or converted, as applicable, additional shares of common stock will be issued, which will result in dilution to our stockholders and increase the number of shares of common stock eligible for resale in the public market. In addition, pursuant to the Incentive Plan, equity incentive awards representing an aggregate of up to 5,794,500 shares of our common stock were available for issuance as of April 28, 2020. Sales of substantial numbers of such shares in the public market or the fact that the warrants, unit purchase options or PIPE Debentures may be exercised or converted, as applicable, could adversely affect the market price of our common stock or on our ability to obtain future financing. Because we have no current plans to pay cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our common stock unless you sell your shares of common stock for a price greater than that which you paid for it. Following the consummation of the Business Combination, the Company has incurred and will continue to incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations. Following the consummation of the Business Combination, the Company has face increased legal, accounting, administrative and other costs and expenses as a public company that Computex did not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require the Company to carry out activities Computex has not done previously. In addition, additional expenses associated with SEC reporting requirements have been and will continue to be incurred. In connection with the audit of Computex s consolidated financial statements for the years ended December 31, 2019 and 2018, certain material weaknesses and significant deficiencies were identified in its internal control over financial reporting. The Company has begun the process of evaluating the adequacy of its accounting personnel staffing level and other matters related to internal control over financial reporting to remediate these deficiencies. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify additional material weaknesses or significant deficiencies in the internal control over financial reporting), the Company could incur additional costs rectifying those issues, and the existence of those issues could adversely affect the Company s reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with the Company s status as a public company may make it more difficult to attract and retain qualified persons to serve on the board of directors or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require the Company to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs. Our public stockholders at the time of the Business Combination who purchased their units in our initial public offering and who did not exercise their redemption rights may pursue rescission rights and related claims. Our public stockholders may allege that some aspects of the Business Combination were inconsistent with the disclosure contained in the final prospectus for our initial public offering of units, including the structure of the Business Combination. Consequently, a public stockholder who purchased shares in the initial public offering (excluding the Initial Stockholders) and still held them at the time of the Business Combination and who did not seek to exercise redemption rights might seek rescission of the purchase of the units such holder acquired in the initial public offering. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in the value of such holder s shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares. If public stockholders bring successful rescission claims against the Company, our results of operations could be adversely affected and we may be required in connection with the defense of such claims to incur expenses and divert employee attention from other business matters. Future issuances of any equity securities may dilute the interests of our stockholders and decrease the trading price of our common stock. Any future issuance of equity securities could dilute the interests of our stockholders and could substantially decrease the trading price of our common stock. We may issue equity or equity-linked securities in the future for a number of reasons, including to finance the Company s operations and business strategy (including in connection with acquisitions and other transactions), to adjust the Company s ratio of debt to equity, to satisfy its obligations upon the exercise of then-outstanding options or other equity-linked securities, if any, or for other reasons. USE OF PROCEEDS We will not receive any of the proceeds from the sale of the shares of common stock by the selling stockholders. MARKET FOR OUR SECURITIES Our common stock and warrants are traded on Nasdaq under the symbols "AVCT" and "AVCTW," respectively. Our units, common stock, warrants and rights were traded on Nasdaq under the symbols "WRLS," "WRLSU," "WRLSW" and "WRLSR," respectively, prior to the consummation of the Business Combination. On April 8, 2020, in connection with the consummation of the Business Combination, all of the units separated into their component parts of one-half of one warrant (each whole warrant entitling the holder thereof to purchase one share of common stock at a price of $11.50 per share) and one right to receive one-tenth of one share of common stock. The rights were converted into an aggregate of 3,105,000 shares of common stock, and the rights and units ceased trading on Nasdaq. As of April 28, 2020, there were eleven holders of record of our common stock and four holders of record of our warrants. Such numbers do not include beneficial owners holding our securities through nominee names. DIVIDEND POLICY We have not paid any cash dividends to date. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating, and does not anticipate declaring, any stock dividends in the foreseeable future. Further, our ability to declare dividends may be limited by restrictive covenants contained in any of our existing or future indebtedness. THE BUSINESS COMBINATION This section describes the material provisions of the certain agreements entered into in connection with the Business Combination, but does not purport to describe all of the terms of such agreements. The following summary is qualified in its entirety by reference to the complete text of such agreements, copies of which are included as exhibits to the registration statement of which this prospectus is a part. Unless the context otherwise requires, "AVCT" refers to the registrant and the "Company" refers to the registrant and its subsidiaries, including New Stratos and its subsidiaries, collectively, in each case after the Closing, and "Pensare" refers to the registrant prior to the Closing. Summary of the Business Combination On February 27, 2020, Pensare held a special meeting of stockholders to approve the Business Combination, among other matters. Approval of the Business Combination required the affirmative vote of a majority of the outstanding shares of common stock present and entitled to vote at the special meeting. Pensare s stockholders approved the Business Combination at the special meeting, and the Business Combination was subsequently consummated on April 7, 2020. On the Closing Date, pursuant to the Business Combination Agreement: Stratos merged with and into New Stratos, with New Stratos surviving the Merger as a wholly-owned direct subsidiary of AVCT, on the terms and subject to the conditions set forth in the Business Combination Agreement; all shares of Stratos common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") were canceled all shares of Stratos common stock held in the treasury of Stratos were canceled without any conversion thereof; each share of common stock of New Stratos issued and outstanding immediately prior to the Effective Time was converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of New Stratos; and Holdings received 8,189,490 shares of our common stock, which shares are being offered for resale or distribution from time to time pursuant to this prospectus, and 20,000 PIPE Units. Pursuant to the Business Combination Agreement, as of the Closing Date and until the date on which Holdings or Navigation ceases to beneficially hold an aggregate of 10% of (i) the shares of our common stock issued to Holdings as partial consideration for the Business Combination, which shares are being offered for resale or distribution from time to time pursuant to this prospectus, and (ii) the shares of our common stock underlying the PIPE Warrants and the PIPE Debentures issued to Holdings at the Closing (collectively, the "Designation Shares") (such period, the "Nomination Period"), Holdings (or if Holdings has been dissolved, Navigation) has the right to nominate up to three individuals (each individual a "Holdings Designee") for election to our board of directors, subject to adjustment as described elsewhere in this prospectus, and we are obligated to nominate each Holdings Designee for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) relating to the election of directors and to support the election of each Holdings Designee. See "Management—Designated Directors." Following the completion of the Merger, substantially all of AVCT s assets and operations are held and conducted by New Stratos and its subsidiaries, and AVCT s only assets are all of the issued and outstanding equity interests in New Stratos. In connection with the Closing, AVCT changed its name from "Pensare Acquisition Corp." to "American Virtual Cloud Technologies, Inc." and New Stratos changed its name from "Tango Merger Sub Corp." to "Stratos Management Systems, Inc." As a result of the consummation of the Merger, AVCT ceased to be a shell company, as defined in Rule 12b-2 of the Exchange Act, as of the Closing Date. Related Agreements Securities Purchase Agreement On April 3, 2020, AVCT and the PIPE Investors entered into the Securities Purchase Agreement, pursuant to which the PIPE Investors agreed to purchase, and we agreed to sell to the PIPE Investors, the PIPE Units, each PIPE Unit consisting of (i) $1,000 in principal amount of the PIPE Debentures and (ii) one PIPE Warrant to purchase 100 shares of common stock at an exercise price of $0.01 per whole share. Pursuant to the terms of the Securities Purchase Agreement, we issued to the PIPE Investors approximately 43,169 PIPE Units at the Closing and may issue up to approximately 56,831 additional PIPE Units in the aggregate in one or more subsequent closings through August 5, 2020. PIPE Debentures At the Closing, we issued to the PIPE Investors the PIPE Debentures having an aggregate principal amount of approximately $43.2 million (including $3.0 million in aggregate principal amount issued as part of PIPE Units sold to MasTec, $20.0 million in aggregate principal amount issued as part of PIPE Units issued to Holdings pursuant to the terms of the Business Combination Agreement and approximately $8.6 million in aggregate principal amount issued to the Sponsor as part of PIPE Units issued in exchange for the cancellation of indebtedness previously incurred by the Company to the Sponsor). The PIPE Debentures bear interest at a rate of 10% per annum, payable quarterly on the last day of each calendar quarter in the form of additional PIPE Debentures, except upon maturity in which case accrued and unpaid interest is payable in cash. The entire principal amount of each PIPE Debenture, together with accrued and unpaid interest thereon, is due and payable on the earlier of (i) such date, commencing on or after October 7, 2022, as the holder thereof, at its sole option, upon not less than 30 days prior written notice to the Company, demands payment thereof and (ii) the occurrence of a Change in Control (as defined in the PIPE Debentures). Each PIPE Debenture is convertible, in whole or in part, at any time at the option of the holder thereof into that number of shares of our common stock calculated by dividing the principal amount being converted, together with all accrued but unpaid interest thereon, by the applicable conversion price, initially $3.45. The conversion price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and is also subject to price-based adjustment, on a "full ratchet" basis, in the event of any issuances of common stock, or securities convertible, exercisable or exchangeable for, common stock at a price below the then-applicable conversion price (subject to certain exceptions). The PIPE Debentures are subject to mandatory conversion if the closing price of the common stock exceeds $6.00 for any 40 trading days within a consecutive 60 trading day-period, subject to the satisfaction of certain other conditions. The PIPE Debentures are subordinated to all Senior Indebtedness (as defined in the PIPE Debentures), including indebtedness under the Credit Agreement. PIPE Warrants At the Closing, we issued to PIPE Investors the PIPE Warrants to purchase an aggregate of up to 4,316,936 shares of our common stock (including PIPE Warrants to purchase up to 2,000,000 shares, 856,561 shares, and 300,000 shares of our common stock issued to Holdings, the Sponsor and MasTec, respectively, as part of the PIPE Units issued to them), at an exercise price of $0.01 per share. The PIPE Warrants are exercisable at any time through the fifth anniversary of the date of issuance. The number of shares issuable upon exercise of each PIPE Warrant is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. Guaranty At the Closing, New Stratos and each of its subsidiaries issued to the PIPE Investors the Guaranty, pursuant to which such entities jointly and severally guaranteed the obligations of the Company under the PIPE Debentures. Lock-Up Agreement In connection with the Business Combination, AVCT, Holdings and Navigation entered into the Lock-Up Agreement. Under the terms of the Lock-Up Agreement, Holdings and Navigation agreed not to sell or otherwise transfer certain of the shares of our common stock issued to Holdings in the Business Combination which are beneficially owned by Navigation (or any of its permitted transferees) as specified therein. Such transfer restrictions will expire one year after the Closing or such earlier date as the Founder Shares held by the Initial Stockholders may be released from the escrow arrangements entered into in connection with the IPO. Third Amendment Concurrently with the Closing, the Company and Comerica Bank entered into the Third Amendment, pursuant to which AVCT and New Stratos were added as borrowers under the Credit Agreement, and which amended certain provisions of the Credit Agreement, including changing the maturity date of the loans under the Credit Agreement to December 31, 2020, and removing certain financial covenants. Registration Rights Agreement Concurrently with the Closing, AVCT, the Sponsor, the Initial Stockholders, Holdings and the other PIPE Investors entered into the Registration Rights Agreement. The Registration Rights Agreement amended, restated and replaced the registration rights agreement entered into by and among Pensare, the Sponsor and the Initial Stockholders on July 27, 2017. Pursuant to the terms of the Registration Rights Agreement, the holders of certain of our securities, including the Founder Shares, the shares of common stock underlying the Private Placement Warrants, and the shares of common stock underlying the securities issued in the PIPE, are entitled to certain registration rights under the Securities Act and applicable state securities laws with respect to such shares of common stock, including up to eight demand registrations in the aggregate and customary "piggy-back" registration rights. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the financial statements and related notes included elsewhere in this prospectus. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management s expectations. Factors that could cause such differences are discussed below and elsewhere in this prospectus, particularly "Cautionary Note Regarding
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001713952_vivint_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001713952_vivint_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d30283e1f9b8a17baebadd83b0f6f6394eb5d8a1
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001713952_vivint_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights selected information appearing elsewhere in this prospectus or the documents incorporated by reference herein. Because it is a summary, it may not contain all of the information that may be important to you. To understand this offering fully, you should read this entire prospectus, the registration statement of which this prospectus is a part and the documents incorporated by reference herein carefully, including the information set forth under the heading Risk Factors and our financial statements. The Company We are a leading smart home company in North America. We deliver an integrated smart home system with in-home consultation, professional installation and support delivered by our Smart Home Pros, as well as 24/7 customer care and monitoring. Dedicated to redefining the home experience with intelligent products and services, we serve more than 1.5 million customers throughout the United States and Canada. We manage over 20 million in-home devices, processing over 1.5 billion home activity events per day. Background Vivint Smart Home, Inc., a Delaware corporation (the Company ), was originally known as Mosaic Acquisition Corp., ( Mosaic ) a special purpose acquisition company, which completed its initial public offering in October 2017. On January 17, 2020, Mosaic consummated the merger (the Merger ) of its wholly-owned subsidiary with and into Vivint Smart Home, Inc. ( Legacy Vivint Smart Home ), pursuant to an Agreement and Plan of Merger dated as of September 16, 2019, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of December 19, 2019 (as amended, the Merger Agreement ), among Mosaic, Legacy Vivint Smart Home and certain other parties thereto. In connection with the closing of the Merger, Mosaic changed its name to Vivint Smart Home, Inc. Legacy Vivint Smart Home is considered the Company s accounting predecessor. In connection with the closing of the Merger (the Closing ), each share of Class F common stock of Mosaic issued and outstanding immediately prior to the Closing converted into approximately 1.20 shares of Class A common stock of the Company, par value $0.0001 per share ( Class A common stock ). Immediately prior to the effective time of the Merger (the Effective Time ), each issued and outstanding share of Legacy Vivint Smart Home preferred stock (other than shares owned by Legacy Vivint Smart Home as treasury stock) converted into approximately 1.43 shares of Legacy Vivint Smart Home common stock in accordance with the certificate of designations of the Legacy Vivint Smart Home preferred stock. At the Effective Time, each share of Legacy Vivint Smart Home common stock issued and outstanding immediately prior to the Effective Time (other than shares owned by Legacy Vivint Smart Home as treasury stock or dissenting shares), including the Legacy Vivint Smart Home preferred stock converted above, converted into the right to receive 84.5320916792 shares of Class A common stock of the Company. Our Class A common stock and our warrants are currently listed on the New York Stock Exchange (the NYSE ) under the symbols VVNT and VVNT WS, respectively. The rights of holders of our Class A common stock and Warrants are governed by our certificate of incorporation, our bylaws and the Delaware General Corporation Law (the DGCL ), and in the case of the Warrants, the Warrant Agreement, dated September 26, 2017, between Mosaic and the Continental Stock Transfer & Trust Company. See the sections entitled Description of Securities and Selling Securityholders Material Relationships with Selling Securityholders. Table of Contents Additional Information Our principal executive offices are located at 4931 North 300 West, Provo, Utah 84604. Our telephone number is (801) 377-9111. Our website address is www.vivint.com. Information contained on our website or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part. Table of Contents THE OFFERING Issuer Vivint Smart Home, Inc. Shares of Class A Common Stock Offered by us 17,433,334 shares of Class A Common Stock issuable upon exercise of the Warrants. Shares of Class A Common Stock Offered by the Selling Securityholders Up to 168,494,733 shares. Shares of Class A Common Stock Outstanding Prior to Exercise of All Warrants 177,901,232 shares (as of March 16, 2020). We may issue up to an estimated 12,500,000 shares of Class A common stock as an additional earnout payment to various stockholders in connection with the Merger if a certain volume-weighted average stock price threshold is met. Shares of Class A Common Stock Outstanding Assuming Exercise of All Warrants 195,334,566 (based on total shares outstanding as of March 16, 2020). Use of Proceeds We will not receive any proceeds from the sale of shares of Class A common stock by the Selling Securityholders. We will receive up to an aggregate of approximately $200.5 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We expect to use the net proceeds from the exercise of the Warrants for general corporate purposes, which may include temporary or permanent repayment of our outstanding indebtedness. See Use of Proceeds. Market for Common Stock and Warrants Our common stock and Warrants are currently traded on the NYSE under the symbols VVNT and VVNT WS, respectively.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001719489_kaleyra_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001719489_kaleyra_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001719489_kaleyra_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001720725_oyster_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001720725_oyster_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001720725_oyster_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001720821_pae-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001720821_pae-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001720821_pae-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001722271_akouos-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001722271_akouos-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..932655d7d7641c3fb03e021f44c3bfb10ebf40cf
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001722271_akouos-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including our consolidated financial statements and the related notes appearing at the end of this prospectus and the information set forth in the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Overview We are a precision genetic medicine company dedicated to our mission of developing gene therapies with the potential to restore, improve, and preserve high-acuity physiologic hearing for people worldwide who live with disabling hearing loss. We have built a precision genetic medicine platform that incorporates a proprietary vector library consisting of variants of a small virus commonly used in gene therapy, known as adeno-associated virus, or AAV, and a novel delivery approach. We are executing on our core strategic initiatives, which include the advancement of our lead product candidate, AK-OTOF, expansion of our pipeline, and development of internal manufacturing capabilities and, ultimately, a commercial infrastructure. Our aim is to leverage our capabilities to become a fully integrated biotechnology company. We believe our platform and our team together provide a unique advantage to efficiently develop potential genetic medicines for a variety of inner ear disorders. Hearing loss is one of the world's largest unmet medical needs. Approximately 466 million people around the world, including 34 million children, live with disabling hearing loss, and a growing body of evidence suggests hearing loss can have a significant impact on cognitive development, psychiatric health, and healthy aging. We estimate that AK-OTOF has a potential addressable population of up to approximately 7,000 individuals, which is a subset of the total population of individuals with hearing loss due to mutations in the otoferlin, or OTOF, gene in the United States and European Union in the aggregate. Recent advances in genetic medicine have created the possibility of addressing the root cause of disorders that have a genetic basis. Serious disorders that previously had no pharmacologic treatments and, in some cases, insufficient non-pharmacologic treatments now have the potential to be addressed with one-time gene therapy administrations, including potential gene editing therapies, that can restore critical function to the eye, the spinal cord, the brain, and other organs. Despite these advances, we believe genetic medicine development for hearing disorders has been hindered by the unique anatomical delivery challenges of the inner ear. To overcome these challenges, our team has combined a proprietary vector library of synthetic AAVs that recreates the evolutionary lineage of current naturally occurring viruses, known as ancestral AAV, or AAVAnc, and a novel, minimally invasive delivery approach that allows us to utilize AAV-enabled multimodal capabilities, including viral delivery to the target cell population where the full-length transgene is split into two vectors, known as a dual vector method. Our focused candidate selection criteria allow us to identify promising targets covering a range of inner ear cell types, including sensory hair cell and non-sensory supporting cells, to treat a broad range of inner ear disorders. We seek programs that have clinically well-established, objective, and quantifiable endpoints that can be incorporated in translatable preclinical models during development, which we believe may provide drug development advantages, including the potential for more rapid clinical development. Additionally, given the epidemiology and severity of the disorders we are initially targeting, available regulatory pathways such as orphan drug designation and expedited pathways for serious conditions may provide the potential for more rapid regulatory approval. Our clinical development plan includes measurement of the auditory brainstem response, or ABR, an objective, clinically accepted endpoint, which we believe provides both clinical and regulatory advantages. We have generated promising preclinical data for our lead product candidate, AK-OTOF, a gene therapy for the treatment of hearing loss due to mutations in the OTOF gene. The OTOF gene Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents encodes otoferlin, a protein that enables the sensory cells of the ear to release neurotransmitter vesicles in response to stimulation by sound to activate auditory neurons. The auditory neurons then carry electronically encoded acoustic information to the brain, which allows us to hear. We aim to restore otoferlin expression through targeted delivery of a proprietary AAVAnc, known as AAVAnc80, containing the OTOF gene to individuals with OTOF-mediated hearing loss. We have selected AAVAnc80 from the larger AAVAnc vector library based on its high observed transduction efficiency in inner hair cells. Affected individuals are typically born deaf, which is confirmed through ABR testing, a commonly used measure of hearing loss. Based on feedback from the U.S. Food and Drug Administration, or FDA, we are designing our Phase 1/2 trial to include ABR as an efficacy endpoint. We believe that this will enable us to quickly determine a clinical response and potentially result in rapid advancement towards a pivotal trial. There are no pharmacologic therapies currently approved for the treatment or management of OTOF-mediated hearing loss, or any other form of sensorineural hearing loss. We believe our product candidate has the potential to restore physiologic hearing and provide long-lasting benefits to these individuals and their families. We plan to submit an investigational new drug application, or IND, for AK-OTOF for OTOF-mediated hearing loss to the FDA in 2021, and we expect to report preliminary clinical data in 2022. In addition to AK-OTOF, our diversified portfolio of product candidates and development programs has been selected to leverage our platform across multiple inner ear disorders, starting with those resulting from mutations in a single gene, or monogenic forms of deafness and hearing loss, such as OTOF-mediated hearing loss, and building toward clinical development of genetic medicines for the most common forms of hearing loss, such as age-related and noise-induced hearing loss. Our most advanced pipeline programs address a range of inner ear cells and leverage different modalities. These programs include CLRN1 for Usher Type 3A, an autosomal recessive disorder characterized by progressive loss of both hearing and vision; GJB2 for a common form of monogenic deafness and hearing loss; and delivery of an anti-VEGF, an inhibitor of vascular endothelial growth factor, or VEGF, a protein that can cause abnormal blood vessel growth, for the treatment of vestibular schwannoma, a tumor of the auditory vestibular nerve. We believe that our focus on developing internal manufacturing capabilities provides a core competitive advantage. We are currently developing internal infrastructure to manufacture vectors for good laboratory practices, or GLP, toxicology studies, which we plan to have completed in 2020. We are in the planning stages of building a current good manufacturing practice, or cGMP, manufacturing facility that we believe will have capability to process gene therapy batches to support activities through Phase 1/2 clinical trials for product candidates beyond AK-OTOF. We have partnered with Lonza Houston, Inc., or Lonza, for production of GLP and cGMP material for our lead product candidate, AK-OTOF. We have made, and will continue to make, significant investments to further optimize our manufacturing capabilities to cost-effectively produce high-quality AAV vectors. We believe that our manufacturing processes, methods, expertise, facilities, and scale will give us a significant advantage in the development and, ultimately, commercialization of our AAV product candidates. We have initiated a process of sponsoring and building The Sing Registry, an observational global research study focused on understanding the life-long impact of genetically caused sensorineural hearing loss. We have established an advisory board comprised of key opinion leaders to oversee The Sing Registry and have completed the first advisory board meeting. The Sing Registry protocol has been reviewed and approved by a central ethics committee. We expect that approximately ten sites will participate in The Sing Registry. We believe The Sing Registry will provide both us and the broader community a greater understanding of genetic sensorineural hearing loss and will guide our research and development efforts, enhance future trial design, and promote enrollment in our future clinical trials. We have assembled a world-class team with expertise in auditory anatomy and physiology, otopathology, human genetics, inner ear drug delivery, gene therapy and rare disease drug development, and commercialization. We believe that our promising preclinical data, scientific AKOUOS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 2834 (Primary Standard Industrial Classification Code Number) 81-1716654 (I.R.S. Employer Identification No.) 645 Summer Street Suite 200 Boston, Massachusetts 02210 (857) 410-1818 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents expertise, product development strategy, planned manufacturing capabilities, and robust intellectual property portfolio position us as a leader in the development of precision genetic medicines for inner ear disorders. Since our inception in 2016, we have raised $162.7 million in capital from premier venture capital funds, healthcare-dedicated funds, major mutual funds, and other leading investors that share our vision to build a highly innovative, fully integrated genetic medicines company. These funds include 5AM Ventures, New Enterprise Associates, Novartis Venture Fund, Partners Innovation Fund, RA Capital Management and Sofinnova Investments, as well as Cormorant Asset Management, Cowen Healthcare Investments, EcoR1 Capital, Fidelity Management & Research Company, Pivotal bioVenture Partners, Polaris Founders Fund, Pagsgroup, Surveyor Capital (a Citadel company), Wu Capital, and other well-respected institutional investors. Our Pipeline Our initial candidates and development programs have been selected to leverage our capabilities across multiple inner ear disorders, starting with monogenic deafness and building toward genetic medicines for the most common forms of hearing loss, such as age-related and noise-induced hearing loss. We have worldwide commercial rights to our entire pipeline. Our Multimodal Approach Our precision genetic medicine platform enables us to address a broad landscape of monogenic and non-monogenic inner ear disorders using a variety of treatment modalities, including introduction of genetic material through viral vectors, which we refer to as vector-mediated gene transfer, reduction in the expression of a gene, known as gene knockdown, modification of a gene, known as gene editing, and delivery of transgenes that express therapeutic proteins such as antibodies using viral vectors, which we refer to as vector-mediated therapeutic protein expression. The figure below illustrates how we believe our platform could address the landscape of monogenic and non-monogenic inner ear disorders using various AAV-enabled modalities. Emmanuel Simons, Ph.D., M.B.A. President and Chief Executive Officer Akouos, Inc. 645 Summer Street Suite 200 Boston, Massachusetts 02210 (857) 410-1818 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Our Strategy Our goal is to transform the lives of deaf and hard-of-hearing individuals by restoring, improving, and preserving high-acuity physiologic hearing. We are a patient-focused organization engaged with and advocating on behalf of these individuals and their families. We intend to accomplish our goal by leveraging our inner ear precision genetic medicine platform and the expertise of our team to implement the following key elements of our strategy: Rapidly advance our lead product candidate, AK-OTOF, into and through clinical development and regulatory approval. Transform the treatment of hearing loss with single-administration therapies that carry the potential for sustained hearing restoration, improvement, or preservation. Continue to expand our pipeline and develop innovative potential therapies across a wide range of serious inner ear disorders. Continue to build internal manufacturing capabilities and set the manufacturing standard for inner ear genetic medicines. Establish a commercial infrastructure. Risks Associated with Our Business Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled "Risk Factors" immediately following this prospectus summary. These risks include, but are not limited to, the following: we have incurred significant losses during all fiscal periods since our inception, have no products approved for commercial sale, and we expect to incur substantial losses for the foreseeable future; we have a limited operating history and are very early in our development efforts, all of our product candidates are still in preclinical development, and we may be unable to advance our product candidates to clinical development, obtain regulatory approval and ultimately commercialize our product candidates; even if this offering is successful, we expect that we will need to raise additional funding before we can expect to complete clinical development of any product candidates or become profitable from any future sales of approved products; Copies to: Rosemary G. Reilly, Esq. Molly W. Fox, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 Telephone: (617) 526-6000 Karoline K. Shair, Ph.D., J.D. General Counsel Akouos, Inc. 645 Summer Street Suite 200 Boston, Massachusetts 02210 (857) 410-1818 Divakar Gupta, Esq. Richard C. Segal, Esq. Brent B. Siler, Esq. Cooley LLP 500 Boylston Street Boston, Massachusetts 02116 Telephone: (617) 937-2300 Table of Contents we have not tested any of our product candidates in clinical trials, and the outcome of preclinical studies and earlier-stage clinical trials may not be predictive of future results or the success of later-stage clinical trials; preclinical and clinical development involve a lengthy and expensive process with an uncertain outcome, and we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of our current product candidates or any future product candidates; if we do not achieve our projected development goals in the timeframes we announce and expect, we could experience significant delays or an inability to successfully commercialize our product candidates, which would materially harm our business; our product candidates are based on a relatively novel technology with which there is little clinical experience, which makes it difficult to predict the time and cost development and of subsequently obtaining regulatory approval, if at all; even if we complete the necessary preclinical and clinical studies, we cannot predict when or if we will obtain regulatory approval to commercialize a product candidate or the approval may be for a narrower indication than we expect; the disorders we seek to treat have low prevalence and it may be difficult to identify patients with these diseases, which may lead to delays in enrollment for our trials or slower commercial revenue if approved; the manufacture of genetic medicine products is complex and difficult, and we could experience manufacturing problems that result in delays in our development or commercialization programs; we currently rely, and expect to continue to rely, on third-party manufacturers to produce clinical supply of our product candidates; we may not be successful in our efforts to build a pipeline of additional product candidates; if we are unable to obtain and maintain patent protection for our products and technology, or if the scope of the patent protection obtained is not sufficiently broad, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize our products and technology may be adversely affected; our product candidates may cause undesirable and unforeseen side effects, which could delay or prevent their advancement into clinical trials or regulatory approval, limit the commercial potential or result in significant negative consequences; and if we fail to comply with our obligations under our existing or any future license agreements, we could lose intellectual property rights that are important to our business. Our Corporate Information We were formed as a limited liability corporation under the laws of the Commonwealth of Massachusetts on March 7, 2016 under the name Akouos, LLC. We converted into a corporation under the laws of the State of Delaware on November 23, 2016 under the name Akouos, Inc. Our principal executive offices are located at 645 Summer Street, Suite 200, Boston, Massachusetts 02210 and our telephone number is (857) 410-1818. Our website address is http://www.akouos.com. The information contained on, or accessible through, our website is not incorporated by reference into this prospectus and does not constitute part of this prospectus, and you should not consider any such information to constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. Table of Contents Implications of Being an Emerging Growth Company and a Smaller Reporting Company We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, enacted in April 2012. As a result, we may take advantage of reduced reporting requirements that are otherwise applicable to public companies that are not emerging growth companies, including delaying auditor attestation of internal control over financial reporting, providing only two years of audited financial statements and related Management's Discussion and Analysis of Financial Condition and Results of Operations in this prospectus and reducing executive compensation disclosures. We may remain an emerging growth company until the end of 2025. However, if certain events occur prior to the end of 2025, including if we become a "large accelerated filer," our annual gross revenue exceeds $1.07 billion, or we issue more than $1 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of 2025. We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. In particular, in this prospectus, we have provided only two years of audited financial statements and have not included all of the executive compensation related information that would be required if we were not an emerging growth company. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected to take advantage of this extended transition period. As a result, the information that we provide to our stockholders may be different than what you might receive from other public reporting companies in which you hold equity interests. We are also a "smaller reporting company," meaning that the market value of our shares held by non-affiliates plus the proposed aggregate amount of gross proceeds to us as a result of this offering is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company after this offering if either (i) the market value of our shares held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our shares held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and have reduced disclosure obligations regarding executive compensation, and, similar to emerging growth companies, if we are a smaller reporting company with less than $100 million in annual revenue, we would not be required to obtain an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price(2) Amount of Registration Fee(3)(4) Common stock, $0.0001 par value per share 14,375,000 $17.00 $244,375,000 $31,720 (1)Includes 1,875,000 shares of common stock the underwriters have the option to purchase. (2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Includes the aggregate offering price of additional shares that the underwriters have the option to purchase. See "Underwriting." (3)Calculated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, based on an estimate of the proposed maximum aggregate offering price. (4)The registrant previously paid $19,903 of this amount in connection with the prior filing of this registration statement and the additional amount of $11,817 is being paid herewith. The number of shares of our common stock to be outstanding after this offering is based on 19,981,704 shares of our common stock outstanding as of May 31, 2020, after giving effect to the automatic conversion of all outstanding shares of our preferred stock into an aggregate of 18,969,672 shares of our common stock upon the closing of this offering, and excludes: 2,529,693 shares of common stock issuable upon exercise of stock options outstanding as of May 31, 2020, under our 2016 Stock Plan, as amended, or the 2016 Plan, at a weighted-average exercise price of $5.06 per share; 994,534 shares of common stock available for future issuance under our 2016 Plan, as of May 31, 2020; 4,294,594 additional shares of common stock that will become available for future issuance under our 2020 Stock Plan (which includes shares of common stock underlying a stock The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents option award that our board of directors agreed to grant to Dr. Simons, our chief executive officer, upon this offering, as described under "Executive Compensation Narrative to 2019 Summary Compensation Table"), which will become effective immediately prior to the effectiveness of the registration statement of which this prospectus is a part, as well as any automatic increases in the number of shares of common stock reserved for future issuance under this plan; and 360,651 additional shares of common stock that will become available for future issuance under our 2020 Employee Stock Purchase Plan, which will become effective immediately prior to the effectiveness of the registration statement of which this prospectus is a part, as well as any automatic increases in the number of shares of common stock reserved for future issuance under this plan. Unless otherwise indicated, all information in this prospectus assumes: the automatic conversion of all outstanding shares of our preferred stock into an aggregate of 18,969,672 shares of our common stock upon the closing of the offering; no exercise of the outstanding options described above; no exercise by the underwriters of their option to purchase additional shares of our common stock; and the filing and effectiveness of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws upon the closing of this offering. In addition, all information in this prospectus gives effect to a one-for-21.073 reverse stock split of our common stock, and a proportionate adjustment in the ratio at which our preferred stock is convertible into our common stock, that became effective on June 18, 2020. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated June 25, 2020 PROSPECTUS 12,500,000 Shares Common Stock (1)See Note 13 to our consolidated financial statements appearing at the end of this prospectus for details on the calculation of basic and diluted net loss per share attributable to common stockholders and unaudited basic and diluted pro forma net loss per share attributable to common stockholders. This is Akouos, Inc.'s initial public offering. We are selling 12,500,000 shares of our common stock. We expect the public offering price to be $17.00 per share. Currently, no public market exists for the shares. The shares have been approved for listing on the Nasdaq Global Select Market under the symbol "AKUS." Investing in the common stock involves risks that are described in the "Risk Factors" section beginning on page 11 of this prospectus. We are an "emerging growth company" as that term is used in the Jumpstart Our Business Startups Act of 2012, and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See "Prospectus Summary Implications of Being an Emerging Growth Company and a Smaller Reporting Company." (1)We define working capital as current assets less current liabilities. (2)The pro forma consolidated balance sheet data give effect to the automatic conversion of all outstanding shares of our preferred stock into an aggregate of 18,969,672 shares of common stock upon the closing of this offering. (3)The pro forma as adjusted consolidated balance sheet data give further effect to our issuance and sale of 12,500,000 shares of our common stock in this offering at an assumed initial public offering price of $17.00 per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will depend on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $17.00 per share would increase or decrease the pro forma as adjusted amount of each of cash and cash equivalents, working capital, total assets and total stockholders' equity by $11.6 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase or decrease of 1,000,000 shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase or decrease the pro forma as adjusted amount of each of cash and cash equivalents, working capital, total assets and total stockholders' equity by $15.8 million, assuming no change in the assumed initial public offering price per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Per Share Total Public offering price $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to us $ $ (1)See "Underwriting" for a description of all compensation payable to the underwriters. The underwriters may also exercise their option to purchase up to an additional 1,875,000 shares from us, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The shares will be ready for delivery on or about , 2020. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001724570_datto_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001724570_datto_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1dfe3ba71a4a400cbd0dc9adcbfa486e8305d922
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001724570_datto_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our common stock. For a more complete understanding of us and this offering, you should read and carefully consider the entire prospectus, including the more detailed information set forth under
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001725882_inx-ltd_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001725882_inx-ltd_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..05e4abc262b7c846e36a4d83cd10e51e2e6b7c9a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001725882_inx-ltd_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1 RISK FACTORS 15 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 38 USE OF PROCEEDS 39 CAPITALIZATION 42 DILUTION 43 SELECTED FINANCIAL DATA 45 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 46 BUSINESS 53 MANAGEMENT 78 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 89 PRINCIPAL SHAREHOLDERS 93 DESCRIPTION OF OUR MEMORANDUM AND ARTICLES OF ASSOCIATION 96 DESCRIPTION OF INX TOKENS 100 TOKENS ELIGIBLE FOR FUTURE SALE 112 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 114 PLAN OF DISTRIBUTION 116 SUITABILITY STANDARDS 125 EXPENSES RELATED TO THIS OFFERING 126 LEGAL MATTERS 126 ENFORCEABILITY OF CIVIL LIABILITIES 126 EXPERTS 127 WHERE YOU CAN FIND MORE INFORMATION 127 GLOSSARY OF DEFINED TERMS 128 INDEX TO FINANCIAL STATEMENTS F-1 PROSPECTUS SUMMARY This is only a summary of the prospectus and does not contain or summarize all of the information contained in this prospectus which
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001729750_kubient_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001729750_kubient_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001729750_kubient_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001730732_3forces_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001730732_3forces_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b3a1e193959cb491f374c2071686fd0821a97635
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001730732_3forces_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including Risk Factors beginning on page 9, Management s Discussion and Analysis of Financial Condition and Results of Operations and the Financial Statements, before making an investment decision. The Company Live Inc. ( Company, our or we ) was formed on September 6, 2016 under the laws of the State of California under the name of Taluhu Inc. We changed our name to Live Inc. on October 3, 2016. We are a cloud based internet company in the business of cloud based platforms in entertainment broadcasting, job search, and discount market. We plan to operate three separate platforms and websites, a job search platform limited to the Philippines, followed by a discount market, and entertainment platforms. For our job platform, www.Trabahanap.com, we will bring the employers and job hunters together to hire employees and to find jobs. This platform has been developed by the Company and will be marketed by our Philippine partner, ABS-CBN, a large national TV network in the Philippines. It was launched in the Philippines during June 2019. For our discount market platform, www.ManagerSpecial.com, we will provide a discount market place for the sellers and buyers to find one another for specialized products. Primarily, ManagerSpecial.com will help sellers move products and services that have a limited useful life, such as bakery goods, produce, hotel rooms, and anything thing that has a short expiration date. Sellers usually offer deep discounts to buyers to move their excess inventories. Instead of letting the inventories become worthless after a certain time, we help the sellers turn a total loss to a partial gain. We also help the buyers purchase quality products at a deep discount. We plan to launch ManagerSpecial.com in Arizona during May 2020. For our entertainment broadcasting platform, www.Talguu.com, each channel will deliver content circumscribed by a specific theme, such as personal health care, do-it-yourself topics, business formation and management, among others. The content will be provided by one or more providers who will produce and deliver the content on one of our channels. The content will be subscribed by individual viewers for a fee or on a gratuity basis. We will receive an agreed percentage of the fees. This platform will be launched in December 2020. The contents of our websites, www.Talguu.com, www.Trabahanap.com, and www.ManagerSpecial.com are not included in this Registration Statement and are not part of this Prospectus. Our offices are located at 7702 E. Doubletree Ranch Road, Unit 300, Scottsdale, Arizona 85258. Our telephone number is 480.289-9018. We are a development stage company. For the nine months ended September 30, 2019, we have generated no revenues and had a loss from operations of $244,845 and as of September 30, 2019, we have a working capital deficit of $799,102. We will need funds from a public or private offering or loans from Mr. Wong to continue our existing operation as well as to implement our Plan of Operations (See Management's Discussion And Analysis Or Plan Of Operation ). For these and other reasons, our independent auditors have raised substantial doubt about our ability to continue as a going concern. Accordingly, we will require additional financing, including the equity funding sought in this prospectus. We filed a Form S-1 Registration Statement with the Securities and Exchange Commission which was declared effective on October 31, 2019. The offering (the Public Offering ) covered by the registration statement seeks to raise a total of $2,500,000 in offering proceeds at a price per share of $3.38. We have not received any funds in connection with this offering. The Distribution On December 5, 2019, Wonder entered into a consulting agreement with the Company pursuant to which Wonder received 115,500 shares of common stock of the Company in exchange for certain consulting services to be performed by Wonder. As part of that agreement, the Company agreed to file this registration statement at its own expense to cover the planned distribution ( the Distribution ) of 115,500 shares of Live Inc. held by Wonder to the shareholders of Wonder. Immediately following the effectiveness of this registration statement, Wonder will distribute the 115,500 shares of Live Inc. OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. The date of this prospectus is April 14, 2020 PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including Risk Factors beginning on page 9, Management s Discussion and Analysis of Financial Condition and Results of Operations and the Financial Statements, before making an investment decision. The Company Live Inc. ( Company, our or we ) was formed on September 6, 2016 under the laws of the State of California under the name of Taluhu Inc. We changed our name to Live Inc. on October 3, 2016. We are a cloud based internet company in the business of cloud based platforms in entertainment broadcasting, job search, and discount market. We plan to operate three separate platforms and websites, a job search platform limited to the Philippines, followed by a discount market, and entertainment platforms. For our job platform, www.Trabahanap.com, we will bring the employers and job hunters together to hire employees and to find jobs. This platform has been developed by the Company and will be marketed by our Philippine partner, ABS-CBN, a large national TV network in the Philippines. It was launched in the Philippines during June 2019. For our discount market platform, www.ManagerSpecial.com, we will provide a discount market place for the sellers and buyers to find one another for specialized products. Primarily, ManagerSpecial.com will help sellers move products and services that have a limited useful life, such as bakery goods, produce, hotel rooms, and anything thing that has a short expiration date. Sellers usually offer deep discounts to buyers to move their excess inventories. Instead of letting the inventories become worthless after a certain time, we help the sellers turn a total loss to a partial gain. We also help the buyers purchase quality products at a deep discount. We plan to launch ManagerSpecial.com in Arizona during May 2020. For our entertainment broadcasting platform, www.Talguu.com, each channel will deliver content circumscribed by a specific theme, such as personal health care, do-it-yourself topics, business formation and management, among others. The content will be provided by one or more providers who will produce and deliver the content on one of our channels. The content will be subscribed by individual viewers for a fee or on a gratuity basis. We will receive an agreed percentage of the fees. This platform will be launched in December 2020. The contents of our websites, www.Talguu.com, www.Trabahanap.com, and www.ManagerSpecial.com are not included in this Registration Statement and are not part of this Prospectus. Our offices are located at 7702 E. Doubletree Ranch Road, Unit 300, Scottsdale, Arizona 85258. Our telephone number is 480.289-9018. We are a development stage company. For the nine months ended September 30, 2019, we have generated no revenues and had a loss from operations of $244,845 and as of September 30, 2019, we have a working capital deficit of $799,102. We will need funds from a public or private offering or loans from Mr. Wong to continue our existing operation as well as to implement our Plan of Operations (See Management's Discussion And Analysis Or Plan Of Operation ). For these and other reasons, our independent auditors have raised substantial doubt about our ability to continue as a going concern. Accordingly, we will require additional financing, including the equity funding sought in this prospectus. We filed a Form S-1 Registration Statement with the Securities and Exchange Commission which was declared effective on October 31, 2019. The offering (the Public Offering ) covered by the registration statement seeks to raise a total of $2,500,000 in offering proceeds at a price per share of $3.38. We have not received any funds in connection with this offering. The Distribution On December 5, 2019, Wonder entered into a consulting agreement with the Company pursuant to which Wonder received 115,500 shares of common stock of the Company in exchange for certain consulting services to be performed by Wonder. As part of that agreement, the Company agreed to file this registration statement at its own expense to cover the planned distribution ( the Distribution ) of 115,500 shares of Live Inc. held by Wonder to the shareholders of Wonder. Immediately following the effectiveness of this registration statement, Wonder will distribute the 115,500 shares of Live Inc. to its shareholders on a ratable basis. Immediately prior to the Distribution, Wonder owns 115,500 shares of common stock of Live Inc. Immediately after the Distribution, Wonder will own no shares of common stock of Live Inc. This registration statement only covers the Distribution and does not cover the resale of such shares by the Wonder shareholders. Mr. Wong is the majority shareholder of Wonder and will receive 77,000 shares out of the total of 115,500 shares (or 66.67% of the shares) issued in the Distribution. We will receive no proceeds from the Distribution. Shares covered by the Distribution A total of 115,500 shares (or 1.38% of our issued and outstanding shares of common stock). Use of Proceeds We will not receive any funds from the Distribution. We are obligated however to pay for the costs of the registration statement. Recipients of Distribution The shareholders of Wonder will receive the shares of the Distribution on a pro-rata basis. The Company will distribute our shares in book-entry form and thus we will not issue any physical stock certificates. You will not be required to make any payment for your shares in the Distribution or take any other action to receive your shares of common stock. A book-entry account statement reflecting your ownership of whole shares of our common stock will be mailed to you, or your brokerage account will be credited the shares, within 30 days of the date of the Distribution. Certain US Tax Consequences The value of the Company shares received by the Wonder shareholders is taxable as a dividend. Public Market There is no public market for our common stock at this time. While we plan to find a market maker to file a Rule 211 application with the Financial Industry Regulatory Authority market ( FINRA ) in order to apply for the inclusion of our common stock in QB tier of OTC Markets, such efforts may not be successful and our shares may never be quoted and owners of our common stock may not have a market in which to sell the shares. Also, no estimate may be given as to the time that this application process will require. Even if our common stock is quoted or granted a listing, a market for the common shares may not develop. We qualify as an "emerging growth company" within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with the requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company. We will continue to qualify as an emerging growth company until the earliest to occur of (1) the last day of the fiscal year during which we had total annual gross revenues of at least $1 billion (as indexed for inflation), (2) the last day of the fiscal year following the fifth anniversary of the date of our initial public offering under this prospectus, (3) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt and (4) the date on which we are deemed to be a large accelerated filer, as defined under the Securities Exchange Act of 1934, as amended (which we refer to as the Exchange Act ). We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. Under U.S. federal securities legislation, our common stock is known as a "penny stock". Penny stock is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor's account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. SUMMARY FINANCIAL DATA The following table summarizes selected historical financial data regarding our business and should be read in conjunction with our financial statements and related notes contained elsewhere in this prospectus and the information under Management s Discussion and Analysis of Financial Condition and Results of Operations. The summary balance sheet and statement of operations for the fiscal years ended December 31, 2019 and 2018 , respectively, are derived from the financial statements of Live, Inc., a California corporation, included elsewhere in this prospectus. These financials include all adjustments, consisting of normal recurring adjustments, that our management considers necessary for a fair presentation of our financial position and results of operations as of the dates and for the periods presented. The results of operations for past accounting periods are not necessarily indicative of the results to be expected for any future accounting period. Balance Sheet December 31, 2019 December 31, 2018 Cash $ 370,255 $ 256,407 Total Assets 412,816 257,426 Liabilities 1,262,201 791,189 Total Stockholders Deficit (849,305) (533,763) Statement of Operations Year Ended December 31, 2019 Year Ended December 31, 2018 Revenues $ - $ 29,845 Net Loss - (18,954) RISK FACTORS An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Please note that throughout this prospectus, the words we , our , us , or Live Inc. refer to the Company and its subsidiaries and not to the selling stockholders. RISKS RELATED TO OUR FINANCIAL CONDITION THERE IS SUBSTANTIAL DOUBT ABOUT THE COMPANY S ABILITY TO CONTINUE AS A GOING CONCERN. The report of Michael Gillespie and Associates PLLC, our former independent registered public accounting firm, with respect to our financial statements at December 31, 2018 and the report of Prager Metis CPAs, LLC our current independent registered public accounting firm, with respect to our financial statements at December 31, 2019, each contain an explanatory paragraph as to our potential inability to continue as a going concern. As a result, this may adversely affect our ability to obtain new financing on reasonable terms or at all. Investors may be investing in a company that will not have the funds necessary to continue to deploy its business strategies. WE HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES, DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL DEVELOPING COMPANY. We were incorporated in California on September 6, 2016. We have limited financial resources and have not started generating revenues. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to meet our expenses and support our anticipated activities. FAILURE TO RAISE ADDITIONAL CAPITAL TO FUND FUTURE OPERATIONS COULD HARM OUR BUSINESS AND RESULTS OF OPERATIONS. As reflected on our balance sheet as of December 31, 2018 contained herein, we have total current assets of $257,426 and total current liabilities of $791,189. We will require additional financing in order to maintain its corporate existence and to implement its business plans and strategy. The timing and amount of our capital requirements will depend on several factors, including our initial operational results with respect to user acceptance of our three platforms, the need for other expenditures, and competitive pressures. If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of our then-existing stockholders will likely be reduced significantly. We cannot make assurances that any financing will be available on terms favorable to us or at all. If adequate funds are not available on acceptable terms, our ability to fund our business strategy, ongoing operations, take advantage of unanticipated opportunities, or otherwise respond to competitive pressures could be significantly limited. Our business, financial condition and results of operations will be harmed by such limitations. RISKS RELATED TO OUR BUSINESS LACK OF COMMERCIAL ACCEPTABILITY. We launched our Philippines job search platform, www.Trabahanap.com, in June 2019, and we intend to launch our ManagerSpecial.com platform in May 2020, and our internet based broadcasting platform, www.Talguu.com, in December 2020. To date, for www.Talguu.com and www.Managerspecial.com, we have a limited or non-existent user base, limited content providers and limited or no indications of commercial acceptability. As of December 31, 2019, we have over 250,000 users on our Trahabanap platform. While we believe that our platforms will be commercially received, we cannot predict if our products will be a commercial success. WE HAVE NO OPERATING HISTORY ON WHICH TO EVALUATE OUR POTENTIAL FOR FUTURE SUCCESS. Our business has had no material operations to date. Consequently, evaluating an investment in us and predicting our future results based upon our past performance is not possible, particularly with respect to our ability to develop our products and services, to generate and sustain a revenue base sufficient to cover operating expenses or to achieve profitability. We face many of the risks and uncertainties encountered by early stage companies, and our future operating results may differ from what we expect due to many factors, including: (i) slower than expected growth; (ii) the uncertain adoption by consumers of the services that we intend to provide; and (iii) potential competition from other service providers. OUR THREE PLATFORMS COULD FAIL TO ATTRACT OR RETAIN USERS OR GENERATE REVENUE. For our job search platform, we will need to attract enough employers willing to use our platform in the Philippines and, in particular, to pay for our platform. For our ManagerSpecial platform, we need to convince enough sellers to offer their discount products to our buyers and our ability to attract enough buyers. For our internet livecasting platform, our success will depend not only on our ability to attract and engage our livecasting users and to monetize these users; we also need to attract and migrate the users from ManagerSpecial to try out livecasting channels. In part, this will depend on our ability to attract independent content providers that produce content that will attract users willing to pay for such content. We may not be successful in our efforts to generate meaningful revenue from our three platforms over the long term. If we fail to engage users, marketers, or employers, or if we are unsuccessful in our monetization efforts, we may fail to attract or retain users or to generate enough revenue, operating margin, or other value to justify our investments, and our business may fail. WE HAVE RESTATED OUR FINANCIAL STATEMENTS FOR THE DECEMBER 31, 2017 YEAR END PERIOD. Our December 31, 2017 audited financial statements were restated to correct the accounting for the forgiveness of accrued compensation (See Note 6-RESTATEMENT to our audited financial statements for the annual periods ended December 31, 2017 and 2018 herein). The restatement could impair our reputation or could cause a loss of confidence by shareholders or potential investors, including prospective investors to our Public Offering. This event potentially could have a material adverse effect on our business, financial condition, results of operations and future stock price. OUR COMPANY CANNOT PREDICT IF IT CAN ACHIEVE PROFITABLE OPERATIONS. The Company has only had limited operations to date and requires significant additional financing to reach its projected milestones, which includes further product development relating to the launch of our internet broadcasting platform, product marketing to attract users and general overhead expenditures. While the Company considers its business to be highly prospective, nonetheless it may be difficult for the Company to attract funding necessary to reach its projected milestones. Moreover, even if it achieves its projected milestones, the Company cannot predict whether it will reach profitable operations. OUR BUSINESS IS HIGHLY COMPETITIVE. COMPETITION PRESENTS AN ONGOING THREAT TO THE SUCCESS OF OUR BUSINESS. We face significant competition in every aspect of our business, including from companies that provide job search or placement capabilities, web based content similar to what we plan on offering and websites offering discount products and services. We compete with companies that offer full-featured products that replicate the range of content and related capabilities we provide. We also compete with companies that develop applications, particularly mobile applications, that provide social or other communications functionality, such as messaging, photo- and video-sharing, and micro-blogging, and companies that provide web- and mobile-based information and entertainment products and services that are designed to engage users and capture time spent online and on mobile devices. In addition, we face competition from traditional, online, and mobile businesses that provide media for marketers to reach their audiences and/or develop tools and systems for managing and optimizing advertising campaigns. Most, if not all, of our current and potential competitors may have significantly greater resources or better competitive positions in certain product segments, geographic regions or user demographics than we do. These factors may allow our competitors to respond more effectively than us to new or emerging technologies and changes in market conditions. Our competitors may develop products, features, or services that are like ours or that achieve greater acceptance, may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. Certain competitors could use strong or dominant positions in one or more markets to gain competitive advantage against us in our target market or markets. As a result, our competitors may acquire and engage users or generate revenue at the expense of our own efforts, which may negatively affect our business and financial results. We believe that our ability to compete effectively depends upon many factors both within and beyond our control, including: the popularity, usefulness, ease of use, performance, and reliability of our products and content compared to our competitors' products; the size and composition of our user base; the engagement of our users with our products and competing products; the timing and market acceptance of products, including developments and enhancements to our or our competitors' products; our ability to monetize our products; our customer service and support efforts; acquisitions or consolidation within our industry, which may result in more formidable competitors; our ability to cost-effectively manage and grow our operations; our reputation and brand strength relative to those of our competitors; and our management s ability to manage a start-up enterprise. OUR COSTS ARE CONTINUING TO GROW, WHICH COULD HARM OUR BUSINESS AND PROFITABILITY. Operating our business will be costly and we expect our expenses to continue to increase in the future as we expand our broadcast channels and the broadcast hours per channel. We expect to continue to use cloud based servers, recruit users and content producers and employ other efforts to operate and expand our business around the world, including in countries and/or projects where we may not have a clear path to monetization. In addition, we intend to increase marketing, sales, and other operating expenses to grow our operations and to remain competitive. Increases in our costs may adversely affect our business and profitability. Our expenses are expected to grow faster than our revenue in the near term and may be greater than we anticipate, and our investments may not be successful. WE DEPEND ON OUR TWO OFFICERS AND THE LOSS OF THEIR SERVICES WOULD FORCE US TO EXPEND TIME AND RESOURCES IN PURSUIT OF REPLACEMENTS WHICH COULD ADVERSELY AFFECT OUR BUSINESS. We consider our two officers to be essential to the success of the business. Currently, they are subject to written consulting agreements which allows them to terminate their agreement at any time. One of our officers are only working part time. Although they have not indicated any intention of leaving the Company, the loss of either officer, in particular Mr. Wong, could have a negative impact on our ability to fulfill our business plan and achieve profitable operations. WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS. We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect these costs to approximate at between $18,000 to $50,000 per year, consisting of legal, accounting, EDGAR conversion and transfer agent fees. We expect all these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We may not be able to cover these costs from our operations and may need to raise or borrow additional funds. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations. OUR OFFICERS AND DIRECTORS BENEFICIALLY OWN A SIGNIFICANT AMOUNT OF THE OUTSTANDING COMMON STOCK AS OF THE DATE OF THIS FILING AND COULD TAKE ACTIONS DETRIMENTAL TO YOUR INVESTMENT FOR WHICH YOU WOULD HAVE NO REMEDY. Our officers and directors beneficially own approximately 97% of the outstanding common stock as of the date of this filing. They will continue to have the ability to substantially influence the management, policies, and business operations. In addition, the rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. Because of the shareholdings of the officers and directors as well as their management control, such officer and director may cause the company to engage in business combinations without seeking shareholder approval. OUR OFFICERS AND DIRECTORS INTEND TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS. HOWEVER, WE MAY HAVE CONFLICTS OF INTERESTS IN ALLOCATING HIS TIME BETWEEN OUR COMPANY AND THOSE OF OTHER BUSINESSES AND DETERMINING TO WHICH ENTITY A PARTICULAR BUSINESS OPPORTUNITY SHOULD BE PRESENTED WHICH MAY NOT BE SUFFICIENT TO SUCCESSFULLY DEVELOP OUR BUSINESS. Our officers and directors have business interests apart from the Company. While we do not face direct competition with respect to their current business interests, we do face competition in the amount of time that each officer intends to devote to our business. Currently, they each devote a sufficient amount of time to the affairs of the Company. However, the amount of time which they may actually devote to our business may not be sufficient to fully develop our business. WE COULD EXPERIENCE UNFORESEEN DIFFICULTIES IN BUILDING AND OPERATING KEY PORTIONS OF OUR TECHNICAL INFRASTRUCTURE. We have designed and built our own application programs and key portions of our platforms through which we provide our services, and we plan to continue to significantly expand the size of our infrastructure primarily through cloud servers and software development. The infrastructure expansion we are undertaking is complex, and unanticipated delays in the completion of these projects or availability of components may lead to increased project costs, operational inefficiencies, or interruptions in the delivery or degradation of the quality of our products. In addition, there may be issues related to this infrastructure that are not identified during the testing phases of design and implementation, which may only become evident after we have started to fully utilize the underlying equipment, that could further degrade the user experience or increase our costs. OUR PRODUCTS AND INTERNAL SYSTEMS RELY ON SOFTWARE THAT IS HIGHLY TECHNICAL, AND IF IT CONTAINS UNDETECTED ERRORS, OUR BUSINESS COULD BE ADVERSELY AFFECTED. Our services and internal systems rely on software, including software developed or maintained internally and/or by third parties that is highly technical and complex. In addition, our products and internal systems depend on the ability of such software to store, retrieve, process, and manage immense amounts of data. The software on which we rely has contained, and may now or in the future contain, undetected errors, bugs, or vulnerabilities. Some errors may only be discovered after the code has been released for external or internal use. Errors or other design defects within the software on which we rely may result in a negative experience for users and marketers who use our products, delay product introductions or enhancements, result in measurement or billing errors, or compromise our ability to protect the data of our users and/or our intellectual property. Any errors, bugs, or defects discovered in the software on which we rely could result in damage to our reputation, loss of users, loss of revenue, or liability for damages, any of which could adversely affect our business and financial results. In addition, our software and cloud based software, our cloud hosting companies, our data centers, our hardware and our own inhouse staff or contractors may cause or be subject to, unfriendly intrusions, sabotages, or viruses to our systems. Any of these events can result in minor or major harms to our Company. We have instituted passwords and hierarchical access protocols to safe guard our digital assets. There is no guarantee these measures would always succeed. POTENTIAL DATA BREACHES. If we are successful, our services will generate and process a large quantity of personal data of user, including credit card and other financial information. We face risks inherent in handling large volumes of data and in protecting the security of such data. In particular, we face a number of challenges relating to the user data, including: protecting the data in and hosted on our system, including against hacking on our system by outside parties or our employees; addressing concerns related to privacy and sharing, safety, security and others; complying with applicable laws, rules and regulations relating to the collection, use, disclosure of personal information, including any requests from regulatory and government authorities relating to such data; Any systems failure, whether or not caused by us, or security breach or lapse that results in the release of user data could harm our reputation and brand and, consequently, our business, in addition to exposing us to potential legal liability. As we expand our operations, we may be subject to these laws in other jurisdictions where our customers and other participants are located. The laws, rules and regulations of other jurisdictions may impose more stringent or conflicting requirements and penalties than those in the United States and Philippines, compliance with which could require significant resources and costs. Our privacy policies and practices concerning the collection, use and disclosure of user data will be posted on our websites. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any regulatory requirements or privacy protection-related laws, rules and regulations could result in proceedings or actions against us by authorities or others. These proceedings or actions may subject us to significant penalties and negative publicity, require us to change our business practices, increase our costs and severely disrupt our business. In addition, we may be subject to litigation resulting from any data breaches, which likewise will severely disrupt our business. PROBLEMS WITH CONTENT DELIVERY SERVICES, BANDWIDTH PROVIDERS, DATA CENTERS OR OTHER THIRD PARTIES COULD HARM OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS. Our business relies significantly on third-party vendors, such as data centers, content delivery services and bandwidth providers. If any third-party vendor fails to provide their services or if their services are no longer available to us for any reason and we are not immediately able to find replacement providers, our business, financial conditions or results of operations could be materially adversely affected. Additionally, any disruption in network access or related services provided by these third-party providers or any failure of these third-party providers to handle current or higher volumes of use could significantly harm our business operations. If our service is disrupted, we may lose revenues due to our inability to provide services to our franchised learning centers and we may be obligated to compensate these franchisees for their loss. Our reputation also may suffer in the event of a disruption. Any financial or other difficulties our providers face may negatively impact our business and we are unable to predict the nature and extent of any such impact. We exercise very little control over these third-party vendors, which increases our vulnerability to problems with the services they provide. Any errors, failures, interruptions or delays experienced in connection with these third-party technologies and information services could negatively impact our relationships with our franchisees and materially adversely affect our brand reputation and our business, financial condition or results of operations and expose us to liabilities to third parties. WE EXPECT OUR QUARTERLY RESULTS TO FLUCTUATE WHICH MAY ADVERSELY AFFECT OUR STOCK PRICE. We expect that our quarterly results will fluctuate significantly. We believe that period-to-period comparisons of our operating results are not meaningful. Additionally, if our operating results in one or more quarters do not meet securities analysts' or your expectations, the price of our common stock could decrease. IF OUR COSTS AND EXPENSES ARE GREATER THAN ANTICIPATED AND WE ARE UNABLE TO RAISE ADDITIONAL WORKING CAPITAL, WE MAY BE UNABLE TO FULLY FUND OUR OPERATIONS AND TO OTHERWISE EXECUTE OUR BUSINESS PLAN. Our currently available working capital will be sufficient to continue our existing operations through June 2020. Should our costs and expenses prove to be greater than we currently anticipate, or should we change our current business plan in a manner that will increase or accelerate our anticipated costs and expenses, the depletion of our working capital would be accelerated. To the extent it becomes necessary to raise additional cash in the future as our current cash and working capital resources are depleted, we will seek to raise it through the public or private sale of debt or equity securities (including funds from our Public Offering), funding from joint-venture or strategic partners, debt financing or short-term loans, or a combination of the foregoing. We may also seek to satisfy indebtedness without any cash outlay through the private issuance of debt or equity securities. We currently do not have any binding commitments for, or readily available sources of, additional financing. We cannot give you any assurance that we will be able to secure the additional cash or working capital we may require to continue our operations. IF WE REQUIRE ADDITIONAL CAPITAL AND EVEN IF WE ARE ABLE TO RAISE ADDITIONAL FINANCING, WE MIGHT NOT BE ABLE TO OBTAIN IT ON TERMS THAT ARE NOT UNDULY EXPENSIVE OR BURDENSOME TO THE COMPANY OR DISADVANTAGEOUS TO OUR EXISTING SHAREHOLDERS. If we require additional capital and even if we are able to raise additional cash or working capital through the public or private sale of debt or equity securities, funding from joint-venture or strategic partners, debt financing or short-term loans, or the satisfaction of indebtedness without any cash outlay through the private issuance of debt or equity securities, the terms of such transactions may be unduly expensive or burdensome to the Company or disadvantageous to our existing shareholders. For example, we may be forced to sell or issue our securities at significant discounts to market, or pursuant to onerous terms and conditions, including the issuance of preferred stock with disadvantageous dividend, voting or veto, board membership, conversion, redemption or liquidation provisions; the issuance of convertible debt with disadvantageous interest rates and conversion features; the issuance of warrants with cashless exercise features; the issuance of securities with anti-dilution provisions; and the grant of registration rights with significant penalties for the failure to quickly register. If we raise debt financing, we may be required to secure the financing with all of our business assets, which could be sold or retained by the creditor should we default in our payment obligations. OUR SUCCESS IS DEPENDENT ON OUR ABILITY TO RETAIN AND ATTRACT KEY PERSONNEL. Many of our management personnel have worked for us for less than one year. Our efficiency may be limited while these employees and future employees are being integrated into our operations. In addition, we may be unable to find and hire additional qualified management and professional personnel to help lead us. Our expenses will increase as we build an infrastructure to implement our business model. For example, we expect to hire additional employees, expand information technology systems and lease more space for our corporate offices to the extent we have capital available. Due to our current limited capital, we initially intend to offer independent contractor arrangements. If any of these and other expenses are not accompanied by increased revenue, our operating losses will be greater than we anticipate. A SIGNIFICANT OR PROLONGED ECONOMIC DOWNTURN WOULD HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS. Our results of operations are affected by general economic conditions and the level of economic activity in the industries and markets that we serve. On an aggregate basis, our users may be less likely to purchase our software solutions and programs during economic downturns and periods of economic uncertainty. To the extent our users delay or reduce purchasing our services, our results of operations will be adversely affected. A continued economic downturn or period of economic uncertainty and a decline in the level of purchases of our users would have a material adverse effect on our business, financial condition and results of operations. AN OCCURRENCE OF AN UNCONTROLLABLE EVENT SUCH AS THE COVID-19 PANDEMIC MAY NEGATIVELY AFFECT OUR OPERATIONS. The occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our products, but our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission. RISKS RELATED TO OUR COMMON STOCK THE RECEIPT OF OUR COMMON STOCK IN THIS OFFERING WILL RESULT IN A TAXABLE EVENT TO YOU. As stated herein, the distribution of the common stock to you will result in a taxable event to you and you will not have any income from this event to offset such taxable obligation. YOU MAY NOT BE ABLE TO LIQUIDATE YOUR INVESTMENT SINCE THERE IS NO ASSURANCE THAT A PUBLIC MARKET WILL DEVELOP FOR OUR COMMON STOCK OR THAT OUR COMMON STOCK WILL EVER BE APPROVED FOR TRADING ON A RECOGNIZED EXCHANGE. There is no established public trading market for our securities. Although we intend to be quoted on the OTC-QB tier of OTC Markets in the future, our shares are not and have not been quoted on any exchange or quotation system. We cannot assure you that a market maker will agree to file the necessary documents with the FINRA, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate its investment, which will result in the loss of your investment. SHOULD OUR STOCK BECOME QUOTED ON THE OTC BULLETIN BOARD, IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED FROM THE OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN THE SECONDARY MARKET. Companies quoted on the OTC-QB tier of OTC Markets, such as we are seeking to become, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC-QB. If we fail to remain current on our reporting requirements, we could be removed from the OTC-QB tier. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. In addition, we may be unable to get re-quoted on the OTC-QB tier, which may have an adverse material effect on our Company. ONCE PUBLICLY TRADING, THE APPLICATION OF THE PENNY STOCK RULES COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON SHARES AND INCREASE YOUR TRANSACTION COSTS TO SELL THOSE SHARES. The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a penny stock, for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: that a broker or dealer approve a person s account for transactions in penny stocks; and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person s account for transactions in penny stocks, the broker or dealer must: obtain financial information and investment experience objectives of the person; and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form: sets forth the basis on which the broker or dealer made the suitability determination; and that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the penny stock rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE; ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR COMMON STOCK. We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our Common Stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of our Common Stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our Board of Directors. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will only occur if its stock price appreciates. OUR COMMON STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE WHICH MAY SUBJECT US TO SECURITIES LITIGATION THEREBY DIVERTING OUR RESOURCES WHICH MAY AFFECT OUR PROFITABILITY AND RESULTS OF OPERATION. The market price for our common stock is likely to be highly volatile as the stock market in general and the market for Internet-related stocks. The following factors will add to our common stock price s volatility: actual or anticipated variations in our quarterly operating results; announcements by us of acquisitions; additions or departures of our key personnel; and. sales of our common stock Many of these factors are beyond our control. These factors may decrease the market price of our common stock, regardless of our operating performance. In the past, plaintiffs have initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management s attention and resources. UPON EFFECTIVENESS OF THIS REGISTRATION STATEMENT, WE WILL NOT BE A FULLY REPORTING COMPANY UNDER SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934, RATHER WE WILL BE SUBJECT TO THE REPORTING REQUIREMENTS OF SECTION 15(D) OF THE EXCHANGE ACT WHICH IS LESS RESTRICTIVE ON US AND OUR INSIDERS. In order for us to become a fully reporting company under Section 12(g) of the Exchange Act, we will have to file a Registration Statement on Form 8-A. If we do not become subject to Section 12 of the Exchange Act, we will be subject to Section 15(d) of the Exchange Act, and as such we will not be required to comply with (i) the proxy statement requirements which means shareholders may have less notice of pending matters, and (ii) the Williams Act which requires disclosure of persons or groups that acquire 5% of a company s publicly traded stock and also regulates tender offers. In addition, our officer, director and 10% stockholder will not be required to submit reports to the SEC on their stock ownership and stock trading activity. These reports include Form 3, 4 and 5. Therefore, as a shareholder, less information and disclosure concerning these matters will be available to you. In addition, if we fail to become a full reporting company under Section 12(g) of the Exchange Act, our periodic reporting obligations may be automatically suspended in our next fiscal year. REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES MAY MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS. We qualify as an emerging growth company under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to: have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); submit certain executive compensation matters to shareholder advisory votes, such as say-on-pay and say-on-frequency; and disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO s compensation to median employee compensation. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will remain an emerging growth company for up to five full fiscal years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any January 31 before that time, we would cease to be an emerging growth company as of the following December 31, or if our annual revenues exceed $1 billion, we would cease to be an emerging growth company the following fiscal year, or if we issue more than $1 billion in non-convertible debt in a three-year period, we would cease to be an emerging growth company immediately. Notwithstanding the above, we are also currently a smaller reporting company, meaning that we are not an investment company, an asset-backed issuer, nor a majority-owned subsidiary of a parent company that is not a smaller reporting company, and has a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. If we are still considered a smaller reporting company at such time as we cease to be an emerging growth company, we will be subject to increased disclosure requirements. However, the disclosure requirements will still be less than they would be if we were not considered either an emerging growth company or a smaller reporting company. Specifically, similar to emerging growth companies , smaller reporting companies are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2015; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in its SEC filings due to its status as an emerging growth company or smaller reporting company may make us less attractive to investors given that it will be harder for investors to analyze the Company s results of operations and financial prospects and, as a result, it may be difficult for us to raise additional capital as and when we need it. IN THE FUTURE, WE MAY ISSUE ADDITIONAL COMMON AND PREFERRED SHARES, WHICH WOULD REDUCE INVESTORS PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE. Our Articles of Incorporation authorize the issuance of 10,000,000,000 shares of common stock. As of the date of this prospectus, the Company had 7,515,500 shares of common stock issued and outstanding. Accordingly, we may issue up to an additional 9,992,484,500 shares of common stock without shareholder approval. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock. THE OFFERING Background on Distribution. On December 5, 2019 , the Company entered into a consulting agreement with the Wonder International Education & Investment Group Corporation, an Arizona corporation ( Wonder ) pursuant to which Wonder received 115,500 shares of common stock of the Company in exchange for certain consulting services to be performed by Wonder. The agreement extends until December 4, 2020. Under the Agreement, Wonder is obligated to use its best efforts to find business partners in South East Asia for the Company. In fulfillment of its obligations under the agreement, Wonder currently is in discussions with a potential business partner in South East Asia relating to the Company s job search platform. In addition , as part of that agreement, the Company agreed to file this registration statement at its own expense. Upon effectiveness of this registration statement, the 115,500 shares of common stock presently held by Wonder will be distributed to its shareholders on a ratable basis ( Distribution ). Mr. Wong is the sole officer and director and the majority shareholder of Wonder, owning 66.67% of the outstanding Wonder common stock. Consequently, he will receive 77,000 shares out of the total of 115,500 shares (or 66.67% of the shares) issued in the Distribution. The Company entered into the consulting agreement and agreed to the Distribution, in part, to expand its shareholder base for a future listing on OTC Markets Pink Sheet or QB platforms. At the present time, the Company has 10 shareholders of record. Immediately following the Distribution (upon the effectiveness of this registration statement), the Company will have in excess of 300 shareholders of record. Reasons for Furnishing this Prospectus. We are furnishing this Prospectus solely to provide information on our company to the Wonder shareholders who will receive shares of our common stock in the Distribution. You should not construe this Prospectus as an inducement or encouragement to buy, hold or sell any of our securities. Important Federal Income Tax Consequences The shares received by the Wonder shareholders are taxable as a dividend. We do not have any ruling from the U.S. Internal Revenue Service, nor do we have a favorable opinion by our accounting firm or any other expert confirming the Distribution s tax status, nor do we plan to obtain one. Wonder shareholders should consult with their own tax advisor as to the particular consequences of the Distribution to them. Results of the Distribution Upon effectiveness of this registration statement, you will be furnished a copy of this prospectus along with a book entry evidencing the number of shares of our common stock you received in the Distribution. We will receive no proceeds from the Distribution. Please refer to the sections of this prospectus entitled "Risk Factors" before making an investment in the common stock of the Company. PLAN OF DISTRIBUTION There is no public market for our common stock. Our common stock is currently held by nine shareholders. Therefore, the current and potential market for our common stock is limited and the liquidity of our shares may be severely limited. No market maker has agreed to file an application with FINRA. There can be no assurance as to whether a market maker will file an application with FINRA or such market maker s application will be accepted by FINRA nor can we estimate the time period that will be required for the application process. In the absence of quotation or listing, no market is available for investors in our common stock to sell their shares. We cannot provide any assurance that a meaningful trading market will ever develop or that our common stock will ever be quoted or listed for trading. If the shares of our common stock ever become tradable, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. As a result, investors may be unable to sell their shares at or greater than the price at which they are being offered. Distribution Shares This Prospectus covers the distribution of 115,500 shares of our common stock owned by Wonder to its shareholders ( Distribution Shares ). The mechanics of the Distribution will be performed by the Company or our transfer agent, Action Stock Transfer. The Distribution Shares when received by each Wonder shareholder will be restricted securities as that term is defined under Rule 144 promulgated under the Securities Act of 1933, as amended ( Securities Act ). The Distribution Shares will be tradable in accordance with exemptions from registration under the Securities Act, except that any shares acquired by our affiliates, as that term is defined in Rule 144 under the Securities Act, may only be sold in compliance with the limitations described below. After giving effect to the Distribution, Mr. Keith Wong will hold a total of approximately 8,156,692 shares, or approximately 97% of the common stock outstanding as of the date of this Prospectus. Sale limitations under Rule 144 for affiliates include the requirement for current public information about the Company; selling the shares pursuant to broker transactions; and limitations on the number of shares sold within a three-month period. Restricted shares may be sold in the public market only if registered or if they qualify for an exemption from registration promulgated under the Securities Act. Subject to the provisions of Rule 144, all of the outstanding shares of common stock that are currently restricted will be available for sale in the public market over the next six months under Rule 144. In general, under Rule 144 as currently in effect, a person, or group of persons whose shares are required to be aggregated, who is deemed to have been an affiliate at any time during the three months preceding a sale, who has beneficially owned shares that are restricted securities as defined in Rule 144 for at least six months is entitled to sell, within any three-month period commencing 90 days after the date of this Prospectus, a number of shares that does not exceed 1% of the then outstanding shares of our common stock, which will be approximately 83,920 shares. In addition, a person who is not deemed to have been one of our affiliates at any time during the 90 days preceding a sale and who has beneficially owned shares of our common stock for at least six months, including the holding period of any prior owner, except if the prior owner was one of our affiliates, would be entitled to sell all of their shares, provided the availability of current public information about our company. To the extent that shares were acquired from one of our affiliates, a person's holding period for the purpose of effecting a sale under Rule 144 would commence on the date the shares were acquired from the affiliate. DIVIDEND POLICY We have never paid cash or any other form of dividend on our common stock, and we do not anticipate paying cash dividends in the foreseeable future. Moreover, any future credit facilities might contain restrictions on our ability to declare and pay dividends on our common stock. We plan to retain all earnings, if any, for the foreseeable future for use in the operation of our business and to fund the pursuit of future growth. Future dividends, if any, will depend on, among other things, our results of operations, capital requirements and on such other factors as our board of directors, in its discretion, may consider relevant. MARKET FOR SECURITIES There is no established public market for our common stock, and a public market may never develop. No market maker has agreed to file an application with FINRA. There can be no assurance as to whether such a market maker will agree to file an application or the market maker s application will be accepted by FINRA nor can we estimate the time period that will be required for the application process. Even if our common stock were quoted in a market, there may never be substantial activity in such market. If there is substantial activity, such activity may not be maintained, and no prediction can be made as to what prices may prevail in such market. If we become able to have our shares of common stock quoted on the OTC-QB tier of OTC Markets, we will then try, through a broker-dealer and its clearing firm, to become eligible with the DTC to permit our shares to be traded electronically. If an issuer is not DTC-eligible, its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially OTC Markets), means that shares of a issuer will not be able to be traded (technically the shares can be traded manually between accounts, but this may take days and is not a realistic option for issuers relying on broker-dealers for stock transactions - like all the companies on the OTC Markets). What this means is that while DTC-eligibility is not a requirement to trade on the OTC Markets, it is however a necessity to efficiently process trades on the OTC Markets if a company s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it may take. We do not have common stock or equity subject to outstanding options or warrants to purchase or securities convertible into our common stock or equity. In general, under Rule 144, a holder of restricted common shares who is an affiliate at the time of the sale or any time during the three months preceding the sale can resell shares, subject to the restrictions described below. If we become a public reporting company under the Exchange Act for at least 90 days immediately before the sale, then at least six months must have elapsed since those shares were acquired from us or an affiliate, and we must remain current in our filings for an additional period of six months; in all other cases, at least one year must have elapsed since the shares were acquired from us or an affiliate before they are tradable. The number of shares sold by such person within any three-month period cannot exceed the greater of: - 1% of the total number of our common shares then outstanding; or - The average weekly trading volume of our common shares during the four calendar weeks preceding the date on which notice on Form 144 with respect to the sale is filed with the SEC (or, if Form 144 is not required to be filed, then four calendar weeks preceding the date the selling broker receives the sell order) (This condition is not currently available to the Company because its securities do not trade on a recognized exchange). Conditions relating to the manner of sale, notice requirements (filing of Form 144 with the Securities and Exchange Commission) and the availability of public information about us must also be satisfied. All of the presently outstanding shares of our common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. 1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; 2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; 3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and 4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. We are not a shell company under Rule 405 of the Securities Act Rule 12b-2 of the Exchange Act. Current Public Information In general, for sales by affiliates and non-affiliates, the satisfaction of the current public information requirement depends on whether we are a public reporting company under the Exchange Act: - If we have been a public reporting company for at least 90 days immediately before the sale, then the current public information requirement is satisfied if we have filed all periodic reports (other than Form 8-K) required to be filed under the Exchange Act during the 12 months immediately before the sale (or such shorter period as we have been required to file those reports). - If we have not been a public reporting company for at least 90 days immediately before the sale, then the requirement is satisfied if specified types of basic information about us (including our business, management and our financial condition and results of operations) are publicly available. However, no assurance can be given as to: - the likelihood of a market for our common shares developing, - the liquidity of any such market, - the ability of the shareholders to sell the shares, or - the prices that shareholders may obtain for any of the shares. No prediction can be made as to the effect, if any, that future sales of shares or the availability of shares for future sale will have on the market price prevailing from time to time. Sales of substantial amounts of our common shares, or the perception that such sales could occur, may adversely affect prevailing market prices of the common shares. NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this prospectus which is a part of our registration statement involve risks and uncertainties, including statements as to: - our future operating results; - our business prospects; - any contractual arrangements and relationships with third parties; - the dependence of our future success on the general economy; - any possible financings; and - the adequacy of our cash resources and working capital. These forward-looking statements can generally be identified as such because the context of the statement will include words such as we believe," anticipate, expect, estimate or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this prospectus. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this prospectus, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act. As a smaller reporting company, we are not required to provide selected financial data pursuant to Item 301 of Regulation S-K, nor are we required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. We are also permitted to provide certain modified executive compensation disclosure under Item 402 of Regulation S-K. Summary of Business Live Inc. (the Company, our or we ) was formed on September 6, 2016 under the laws of the State of California under the name of Taluhu Inc. We changed our name to Live Inc. on October 3, 2016. For our entertainment broadcasting platform, www.Talguu.com, each channel will deliver content circumscribed by a specific theme, such as personal health care, do-it-yourself topics, business formation and management, among others. The content will be provided by one or more providers who will produce and deliver the content on one of our channels. The content will be subscribed by individual viewers for a fee or on a gratuity basis. We will receive an agreed percentage of the fees. Apart from our broadcasting (or livecast) platform, we also have developed a job search platform, which matches skilled and unskilled workers and employers. For our job search platform, www.trabahanap.com, we help to bring the employers and job hunters together to hire employees and to find jobs. It was commercially launched in the Philippines during June 2019. This platform is developed and operated by the Company, and marketed by our Philippine partner, ABS-CBN, a large national TV network in the Philippines. As of December 31, 2019, we have over 250,000 users on our trabahanap platform. Our third platform is called ManagerSpecial, www.ManagerSpecial.com, which provides a discount market place for the sellers and buyers to find one another. Primarily, ManagerSpecial helps the sellers to sell and buyers to buy, products and services that have a limited useful life, such as bakery goods, produce, hotel rooms, and anything thing that is perishable. The sellers usually offer deep discounts to the buyers to move their excess inventories. Instead of letting their inventories become worthless after a certain time, we help the sellers turn a total loss to a partial gain; we help the buyers purchase good products at a deep discount. Furthermore, the ManagerSpecial also will help sellers promote products during their off-peak hours, in order to better utilize their idle staff and excess operational capacity. We plan to launch our ManagerSpecial in Arizona in May 2020. Our offices are located at 7702 E Doubletree Ranch Road, Unit 300, Scottsdale, Arizona. Our telephone number is 480.289-9018. Our websites are www.Talguu.com, www.ManagerSpecial.com, and www.trabahanap.com, which is devoted exclusively to job searches in the Philippines. Achievements to Date. As of the date of this Prospectus, we have taken the following steps to implement our business plan: Established a network of experienced database, java scripts, cloud architect and testing programmers; Entered into a joint venture with a national TV broadcaster in the Philippines, ABS-CBN, to launch our job search platform, www.Trabahanap.com, in that country; Developed and launched our beta website, www.Talguu.com, in beta form; Developed and launched our beta website, www.ManagerSpecial.com in Arizona; Developed various online tools associated with our cloud based broadcasting platforms; and Raised a total of $204,000 in private placements. Launched our job search platform in the Philippines, www.trabahanap.com, and as of December 31, 2019, we have over 250,000 users on this site. . Our Current Operations As of December 31, 2019 , we have $370,255 in available cash which is allocated towards our operations. Without funds from any financings, including the Public Offering, we will be able to continue our existing operations on a limited basis through June 2020. During this period with our existing funds, we will be able to; Continue to meet our reporting obligations under the federal securities laws after the effectiveness of this Registration Statement, Continue to operate our job search website in the Philippines, which was launched in June 2019, Continue to operate our ManagerSpecial website in Arizona, which was launched in that market during October 2019. However, our operations will be limited Tempe, Arizona and we will rely on word of mouth and referrals to develop market penetration of the platform in the Tempe area, and Launch our Talguu website during November 2020. As of December 31, 2019, the Company has outstanding promissory notes in favor of Mr. Keith Wong in the total amount of $420,500. Mr. Wong, the Company s primary executive officer and controlling stockholder, has informed the Company in writing that he does not intend to demand payment, in whole or in part, of the outstanding promissory notes until the earlier of (i) December 31, 2020 or (ii) at such time as the Company receives a minimum of $2,000,000 in proceeds from a public or a private offering. In addition, as of December 31, 2019 , the Company has accrued $693,862 in compensation to Mr. Wong, which amount will not be due until upon the earlier of; a Nasdaq listing or an aggregate of at least 51% ownership of the Company is beneficially controlled by parties other than the current management (as of March 2, 2018). Our 12 Month Milestones. Over the next twelve months, our milestones are: Work with our partner in the Philippines to market our job search platform. We expect to generate revenues from this site in the second calendar quarter of 2020; Operate our ManagerSpecial website in Arizona, expand its use into California and attempt to generate revenues from the platform; Launch our Talguu.com website during December 2020. RESULTS OF OPERATIONS Results of Operations for the Year Ended December 31, 2019 Compared to the Year Ended December 31, 2018. TABLE OF CONTENTS PROSPECTUS SUMMARY 6
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001731727_lmp_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001731727_lmp_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..13f6216cdc2c1a609c5bc33bff8b787276d27943
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001731727_lmp_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our common stock. You should carefully read the entire prospectus, including the risks associated with an investment in the Company discussed in the "Risk Factors" section of this prospectus, before making an investment decision. Some of the statements in this prospectus are forward-looking statements. See the section titled "Cautionary Statement Regarding Forward-Looking Statements." In this prospectus, "we," "us," "our," "the Company" and similar references refer to LMP Automotive Holdings, Inc. and, unless otherwise stated, all of its subsidiaries. Our Mission Our goal is to provide an e-commerce and facilities-based retail platform for consumers who desire to buy, sell, rent, subscribe for or finance pre-owned and new automobiles. We seek to provide our customers with a simple, convenient, flexible, transparent and pleasant retail experience. In addition to our current operations launched in 2017, we intend to seek strategic acquisitions of pre-owned and new automobile dealerships and vehicle rental companies in order to facilitate efficient growth. Our Current Business LMP, through its wholly owned subsidiaries, currently offers our customers the opportunity to buy, sell, rent and subscribe for, and obtain financing for automobiles both online and in person. We describe our business model as "Buy, Rent or Subscribe, Sell and Repeat." This means that we "Buy" pre-owned automobiles primarily through auctions or directly from other automobile dealers, and new automobiles from manufacturers and manufacturer distributors at fleet rates. We "Rent or Subscribe" by either renting automobiles to our customers or allowing them to enter into our subscription plan for automobiles in which customers have use of an automobile for a minimum of thirty (30) days. We "Sell" our inventory, including automobiles previously included in our rental and subscription programs, to customers, and then we hope to "Repeat" the whole process. We believe we offer a stress-free and user-friendly experience, either directly or through arrangements with third parties, that enables consumers to efficiently: – Browse and purchase a vehicle – Subscribe for a vehicle – Rent a vehicle – Sell or trade-in vehicle – Obtain pre-approval for financing (through third parties) – Buy extended warranties (through third parties) – Schedule deliveries and pick-ups (typically through third parties) Our platform is designed to streamline the automobile transaction value chain by digitizing a substantial part of the sales and transaction process. We believe this will enhance the consumer experience by creating operational efficiencies that are designed to improve our financial and business performance. We also intend to centralize sales, title, tag, finance, insurance and logistics operations, in order to create additional financial and operational benefits, as well as a positive consumer experience. We believe that bringing more of the vehicle shopping and transaction experience online will provide consumers with a broader range of purchase, rental and subscription options while eliminating time spent in negotiation and haggling. CALCULATION OF REGISTRATION FEE Title of Securities to be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Common Stock, par value $0.00001 per share(2)(3) $49,668,500 $6,446.97 Representative Warrants(4) $- $- Common Stock underlying Representative Warrants(3)(4) 2,699,375 350.38 Total $52,367,875 $6,797.35 (1)Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (2)Includes up to 150,000 shares of common stock, subject to the underwriters over-allotment option. (3)In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional shares of common stock that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transaction. (4)We have agreed to issue to the representative of the several underwriters warrants to purchase the number of shares of our common stock (the "Representative Warrants") in the aggregate equal to five percent (5%) of the shares of our common stock to be issued and sold in this offering (excluding shares issuable upon exercise of the over-allotment option described herein). The Representative Warrants are exercisable for a price per share equal to 125% of the public offering price. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine. Please read this prospectus carefully. It describes our business, financial condition, results of operations and prospects, among other things. We are responsible for the information contained in this prospectus and in any free-writing prospectus we have authorized. Neither we nor the underwriters have authorized anyone to provide you with different information, and neither we nor the underwriters take responsibility for any other information others may give you. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the front of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. You should not assume that the information contained in this prospectus is accurate as of any date other than its date. TRADEMARKS AND COPYRIGHTS We own or have rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect the services that we offer. This prospectus may also contain trademarks, service marks and trade names of other companies, which are the property of their respective owners. Our use or display of third parties trademarks, service marks, trade names or products in this prospectus is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, some of the copyrights, trade names and trademarks referred to in this prospectus are listed without their , and symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks. All other trademarks, service marks and trade names are the property of their respective owners. We commenced our operations in the first quarter of 2017. Currently, we only offer sales of pre-owned automobiles, and rentals and subscriptions for both pre-owned and new automobiles. As of December 31, 2019, our inventory consisted of 316 automobiles in total. Of those, 206 were subscribed and in use by customers, 15 were out on rent in use by customers, 67 were on premise and available for subscription and rental consumers and 28 were held for sale on premise. Our current facility is approximately 8,771 square feet on 1.25 acres of land. Our facility contains storage for ten vehicles on the interior and up to 90 on the exterior. We believe over 90% of our fleet will be rented and subscribed and in use by customers and we can facilitate over 1,000 subscribers using our current facility. Recent Developments Our audited consolidated financial statements for the fiscal year ended December 31, 2019 ("fiscal year 2019") are not yet available. We have presented preliminary estimated amounts of certain of our financial results below for fiscal year 2019, based on information currently available to management, however, our actual results may vary materially from the estimated preliminary results included herein and will not be publicly available until after the closing of this offering. Accordingly, you should not place undue reliance on these estimates. The preliminary financial data included in this prospectus has been prepared by, and is the responsibility of, management. Our independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to the preliminary estimated financial data below and does not express an opinion or any other form of assurance with respect thereto. We expect to report revenues of $3,032,480 for the three months ended December 31, 2019, an increase of $1,854,593 compared to the three months ended September 30, 2019. We expect to report a total gross profit for the three months ended December 31, 2019 of $247,874, an increase of $417,189 compared to the three months ended September 30, 2019. Our net loss for the three months ended December 31, 2019 is expected to be $572,195, an improvement of $203,198 as compared to the three months ended September 30, 2019, while we expect to report EBITDA, a non-GAAP financial measure, of $(224,246), a decrease of $473 as compared to the three months ended September 30, 2019. As of December 31, 2019, we expect to report $10,035,904 in inventory. The Company uses EBITDA to supplement its financial results that are prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). Management uses EBITDA internally in analyzing the Company s financial results to assess operational performance and to determine the Company s future capital requirements. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared in accordance with GAAP. The Company believes that both management and investors benefit from referring to this financial metric in assessing our performance and when planning, forecasting and analyzing future periods. The Company believes that EBITDA is useful to investors and others to understand and evaluate the Company s operating results and it allows for a more meaningful comparison between the Company s performance and that of competitors. Our use of EBITDA has limitations as an analytical tool, and you should not consider this performance measure in isolation from or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, you should consider EBITDA along with other financial performance measures, including total revenues, total gross profit and net loss presented in accordance with GAAP. The following provides a reconciliation of net income (loss) to EBITDA for the periods presented: Reconciliation of Net loss to EBITDA Q4 2019 Q3 2019 Change Net loss $(572,195) $(775,393) $ Interest expense $23,233 $4,161 $ Tax $- $- $ Depreciation and amortization expense – Property, equipment, leasehold improvements, and intangibles $26,505 $23,996 $ Depreciation expense – fleet vehicles $249,031 $225,606 $ $49,180 $297,857 $ EBITDA $(224,246) $(223,773) $(473) Our Risks An investment in our common stock involves a high degree of risk. You should carefully consider the risks summarized below. These risks are discussed more fully in the "Risk Factors" section immediately following this Prospectus Summary. These risks include, but are not limited to, the following: Our limited operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance. We depend on key personnel to operate our business, and if we are unable to retain, attract and integrate qualified personnel, our ability to develop and successfully grow our business could be harmed. We intend to acquire other companies and/or technologies, which could divert our management s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results. We expect that we will require additional debt and equity capital to pursue our business objectives and respond to business opportunities, challenges and/or unforeseen circumstances. If such capital is not available to us, or is not available on favorable terms, our business, operating results and financial condition may be harmed. Our business is subject to risks related to the larger automotive ecosystem, including consumer demand, global supply chain challenges and other macroeconomic issues. Implications of Being an "Emerging Growth Company" As a public reporting company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" under the Jumpstart Our Business Startups (JOBS) Act. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we: are not required to obtain an attestation and report from our auditors on our management s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as "compensation discussion and analysis"); are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the "say-on-pay," "say-on-frequency" and "say-on-golden-parachute" votes); are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure; may present only two years of audited financial statements and only two years of related Management s Discussion & Analysis of Financial Condition and Results of Operations, or MD and are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act. We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under 107 of the JOBS Act. Certain of these reduced reporting requirements and exemptions are also available to us due to the fact that we also qualify as a "smaller reporting company" under the SEC s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding management s assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure. Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions until December 31, 2024, or such earlier time that we no longer meet the definition of an emerging growth company. In this regard, the JOBS Act provides that we would cease to be an "emerging growth company" if we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period. Furthermore, under current Commission rules, we will continue to qualify as a "smaller reporting company" for so long as we have (i) a public float (i.e., the market value of common equity held by non-affiliates) of less than $250 million as of the last business day of our most recently completed second fiscal quarter or (ii) (A) if we have no public float or a public float of less than $700 million and (B) annual revenues of less than $100 million during our most recently completed fiscal year. Reorganization and Securities Issuances The Company was incorporated under the laws of Delaware in December 2017. Samer Tawfik, our founder, Chairman, President and Chief Executive Officer, contributed one hundred percent (100%) of the equity interests in each of LMP Motors.com, LLC and LMP Finance, LLC to the Company in December 2017, and in January 2018, 601 NSR, LLC and LMP Automotive Holdings, LLC made the Company their sole member. We refer to these transactions as the reorganization. As a result of the reorganization, the Company now owns one hundred percent (100%) of the equity in each of these four entities. LMP Motors.com, LLC currently operates our automobile sales business. LMP Finance, LLC currently operates our rental and subscription business. 601 NSR, LLC and LMP Automotive Holdings, LLC were formed to enter into future potential strategic acquisitions, but are currently inactive. As a result of the reorganization, Mr. Tawfik was issued 15,750,000 shares of common stock and ST RXR Investments, LLC, or ST RXR, a company wholly owned and controlled by Mr. Tawfik, was issued 5,250,000 shares of common stock. In February 2018, we completed an offering exempt from the registration requirements of the Securities Act, or a private placement offering, pursuant to which we sold 2,858,030 shares of our common stock, at a purchase price of $3.33 per share, for an aggregate purchase price of $9,517,239. From June 2018 through October 2018, we sold an aggregate of 787,264 shares of our common stock, in a private placement offering, at a purchase price of $4.75 per share, for an aggregate purchase price of $3,739,505. During the second and third quarters of 2018, we issued convertible promissory notes in an aggregate principal amount of $1,448,965, or the 6-month notes, pursuant to a private placement offering. The 6-month notes bear interest at 4% per annum and mature six (6) months from the date of issuance, at which time the principal and any accrued but unpaid interest shall be due and payable. The holders of the 6-month notes may, at any time prior to the maturity date, convert the 6-month notes (and accrued interest) into shares of our common stock by dividing (a) the outstanding principal balance and unpaid accrued interest under the applicable 6-month note on the date of conversion by (b) $4.75 (subject to adjustment as provided in the 6-month notes). Based on the terms of the conversion rights, we did not recognize a beneficial conversion discount. During the fourth quarter of 2018, we repaid one of the 6-month notes in the principal amount of approximately $285,015, leaving a balance on the remaining 6-month notes of approximately $1,164,000, plus accrued interest, at December 31, 2018. During the six months ended June 30, 2019, we repaid eight of the 6-month notes in the principal amount of $962,000, leaving a balance of $201,950, plus accrued interest. During the second quarter of 2019, we extended certain of the 6-month notes that became due. Two of the 6-month notes in the amount of approximately $45,000 were extended to August 14, 2019, two in the amount of approximately $135,950 were extended to September 17, 2019, and another one in the amount of approximately $21,000 was extended to December 15, 2019. The total outstanding principal balance on the remaining 6-month notes as of September 30, 2019 was $201,950, plus accrued interest. In December 2019, five convertible noteholders converted their notes into an aggregate of 44,684 shares of our common stock, leaving no principal balance outstanding under the 6-month notes. On December 9, 2019, we completed our initial public offering, selling 2,645,000 shares of common stock at an offering price of $5.00 per share. Aggregate gross proceeds from the initial public offering, which included the exercise in full of the representative s over-allotment option, were approximately $13.2 million, and net proceeds received after underwriting fees and offering expenses were approximately $12 million. The offering commenced on December 4, 2019 and did not terminate until the sale of all of the shares of common stock offered. None of the underwriting discounts and commissions or other offering expenses were incurred or paid to directors or officers of ours or their associates or to persons owning 10 percent or more of our common stock or to any affiliate of ours. Company and Other Information Our Company was incorporated in the State of Delaware in December 2017. Our principal executive office is located at 601 N. State Road 7, Plantation FL, 33317. Our telephone number is (954) 895-0352. Our main Internet address is www.lmpmotors.com. We do not incorporate the information on or accessible through our website into this prospectus, and you should not consider any information on, or that can be accessed through, our website as a part of this prospectus. The Offering Shares being offered: 1,000,000 shares of common stock.(1) Number of shares of common stock outstanding after this offering(2): 9,691,323 shares of common stock (9,841,323 shares of common stock, if the underwriters exercise the over-allotment option in full). Gross proceeds to us, net of underwriting discounts and commissions but before expenses: $43,190,000 ($49,668,500, assuming that the underwriters exercise the over-allotment option in full), based on an assumed public offering price of $43.19 per share (the last reported sale price of our common stock on Nasdaq on January 22, 2020). Use of Proceeds: We plan to use the net proceeds of this offering primarily for our strategic acquisitions, to build our vehicle inventory, for working capital and other general corporate purposes. For more information on the anticipated use of proceeds of this offering, see "Use of Proceeds" on page 31 of this prospectus. Lock-up In connection with our initial public offering, we, all of our directors and officers and substantially all of our shareholders agreed with the underwriters of our initial public offering, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our common stock or securities convertible into or exercisable or exchangeable for our common stock for a period of 180 days after the date of the final closing of our initial public offering. See "Shares Eligible for Future Sale" and "Underwriting" for more information. Representative s Warrant We have agreed to issue to the representative a warrant to purchase a number of shares of common stock equal to 5% of the total number of shares issued at the initial closing of this offering. The representative s warrant will be exercisable at a per share exercise price equal to 125% of the public offering price per share of common stock sold in this offering. The representative s warrant is exercisable at any time and from time to time, in whole or in part, during the four-and-a-half-year period commencing six months after the effective date of the registration statement of which this prospectus forms a part. The registration statement of which this prospectus forms a part also registers the issuance of the shares of common stock issuable upon exercise of the representative s warrant. See "Underwriting" for more information. NASDAQ Symbol: LMPX Risk factors: Investing in our common stock involves a high degree of risk. As an investor, you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the "Risk Factors" section beginning on page 8. (1)In addition, the underwriters have been granted an over-allotment option pursuant to which they may purchase an additional 150,000 shares of common stock. (2)The number of shares of common stock outstanding immediately following this offering is based on 8,691,323 shares outstanding as of December 31, 2019 and excludes: 1,500,000 shares of common stock reserved for issuance under our 2018 Equity Incentive Plan; 344,500 shares of common stock issuable upon the exercise of options (of which 260,468 have vested) at a weighted average exercise price of $4.57 as of December 31, 2019; Up to 115,000 shares of common stock issuable upon exercise of the representative s warrants issued in connection with our initial public offering; and Up to 50,000 shares of common stock issuable upon the exercise of the representative s warrants issued in connection with this offering. In addition, unless we specifically state otherwise, the information in this prospectus assumes: a public offering price of $43.19 per share, the last reported sale price of our common stock on Nasdaq on January 22, 2020.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001733636_she_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001733636_she_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d09c591775ed57552af2566f5c4620970d729cc9
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001733636_she_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights selected information from this prospectus and may not contain all the information that is important to you. To understand our business and this offering fully, you should read this entire prospectus carefully, including the financial statements and the related notes beginning on page F-1. This prospectus contains forward-looking statements and information relating to SHE Beverage Company, Inc. ("the Company" or "SHE"). See Cautionary Note Regarding Forward Looking Statements on page 11. Our Company The Company was incorporated in the state of California in January 6, 2015. Business Strategy SHE Beverage Company, Inc. produces beverages focusing on the female customer. The Company understands that women wield substantial purchasing power. According to current research conducted by Business Insider on women s purchasing power, women are taking the reins with their own finances and holding 60% of the U.S. personal wealth and 51% of all U.S stocks. They make 85% of all consumer purchasing decisions and account for $7 trillion in consumer and business spending. SHE Beverage Company, Inc. s strategy is to continue to create products for the whole family: men, women and children. The Company anticipates that its product demand and support will be primarily from women consumers. Our executive offices are located at 42601 8th Street West Suite 108, Lancaster, CA 93534. Our telephone number is 855-774-3238. The Company is an "emerging growth company," as defined in the Jumpstart Our Business Startups Act The Company shall continue to be deemed an emerging growth company until the Company has stabilized. SHE Beverage Company, Inc. believes that with its current agreements for further distribution, and with the financial resources the Company intends to raise through its registered offering, it can further its manufacturing marketing and sales on a national and international level. The Company will move from emerging growth status when it meets the SEC requirements of and until the earliest of: (A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more; (B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title; (C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (D) the date on which such issuer is deemed to be a , ' ': large accelerated filer, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto. As an emerging growth company, the Company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. As an emerging growth company, the Company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001734517_viela-bio_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001734517_viela-bio_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6d59d12b00ae6ad69b5ac914cfce2841b0e9f7f8
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001734517_viela-bio_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and in the documents incorporated by reference herein and does not contain all of the information that you should consider in making an investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including the information incorporated by reference herein, especially the matters discussed in the information set forth under the section titled Risk Factors included elsewhere in this prospectus and in the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019, which are incorporated by reference herein, as revised or supplemented by our subsequent quarterly reports on Form 10-Q or our subsequent current reports on Form 8-K that we have filed with the SEC, all of which are incorporated by reference herein. Unless the context otherwise requires, we use the terms Viela, Viela Bio, Company, we, us and our in this prospectus to refer to Viela Bio, Inc. Overview We are a clinical-stage biotechnology company pioneering treatments for autoimmune and severe inflammatory diseases, which we collectively refer to as autoimmune diseases. Our approach seeks to redefine the treatment of autoimmune diseases by focusing on critical biological pathways shared across multiple diseases. We believe that this approach, which targets the underlying molecular pathogenesis of the disease, allows us to develop more precise therapies, identify patients more likely to respond to treatment and pursue multiple indications for each of our product candidates. Our lead product candidate, inebilizumab, is a humanized monoclonal antibody, or mAb, designed to target CD19, a molecule expressed on the surface of a broad range of immune system B cells. In January 2019, we reported positive pivotal clinical trial data for inebilizumab in patients with neuromyelitis optica spectrum disorder, or NMOSD. NMOSD is a rare, devastating condition that attacks the optic nerve, spinal cord and brain stem, and often leads to irreversible blindness and paralysis. We received Breakthrough Therapy Designation for the treatment of this disease from the U.S. Food and Drug Administration, or the FDA, in April 2019 and in August 2019, the FDA accepted for review our Biologics License Application, or BLA for inebilizumab. The FDA set a Prescription Drug User Fee Act, or PDUFA date of June 11, 2020. In addition, we have a broad pipeline of two additional clinical and two pre-clinical stage product candidates focused on a number of other autoimmune diseases with high unmet medical needs, including myasthenia gravis, IgG4-related disease, Sj gren s syndrome and lupus, as well as other conditions such as kidney transplant rejection. Our pipeline is currently focused on the following shared critical biological pathways of autoimmune diseases: Production of autoantibodies: the autoantibody pathway. A number of autoimmune diseases, including NMOSD, myasthenia gravis and IgG4-related disease, and other conditions such as kidney transplant desensitization, are associated with autoantibodies secreted by a subset of immune B cells known as plasmablasts and plasma cells. These autoantibodies attack native tissues as opposed to foreign pathogens. Our lead product candidate, inebilizumab, is designed to target and deplete CD19-expressing B cells, which may reduce autoantibodies that are implicated in these autoimmune diseases and other conditions. Immune overactivation through co-stimulatory pathways: the CD40/CD40L co-stimulatory pathway. A number of autoimmune diseases, including Sj gren s syndrome, and other conditions such as kidney transplant rejection, are associated with overactivation of immune cells through cell-cell, or co-stimulatory, interactions. CD40 ligand, or CD40L, is a Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MAY 26, 2020 PRELIMINARY PROSPECTUS 3,000,000 Shares Common Stock We are offering 3,000,000 shares of our common stock in this offering. Our common stock is listed on The Nasdaq Global Select Market under the symbol VIE. On May 22, 2020, the last reported sale price of our common stock as reported on The Nasdaq Global Select Market was $60.21 per share. We are an emerging growth company as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. Investing in our common stock involves risks. See Risk Factors beginning on page 15, as well as in the documents incorporated by reference into this prospectus, to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to Viela Bio, Inc. $ $ (1) We refer you to the Underwriting section beginning on page 39 of this prospectus for additional information regarding underwriting compensation. The selling stockholders identified in this prospectus have granted the underwriters an option to purchase up to 450,000 additional shares of our common stock from the selling stockholders. The underwriters can exercise this option at any time within 30 days after the date of this prospectus. We will not receive any proceeds from the sale of shares by the selling stockholders. The underwriters expect to deliver the shares against payment in New York, New York on , 2020. Morgan Stanley Goldman Sachs & Co. LLC Cowen Guggenheim Securities Prospectus dated , 2020 Table of Contents soluble or surface-bound protein expressed on T cells that interacts with CD40, a receptor protein expressed on a variety of immune cells such as B cells, dendritic cells and macrophages. The overstimulation of these immune cells triggered by the interaction of CD40 and CD40L, or CD40/CD40L, leads to an immune response cascade and overproduction of molecules that mediate inflammation, resulting in the development of numerous autoimmune diseases. Our second product candidate, VIB4920, is a fusion protein designed to target CD40L, blocking CD40L s interaction with CD40 and other binding partners, and thereby potentially decreasing autoimmune and inflammatory responses. VIB4920 has been designed to avoid thromboembolic side effects observed with an earlier generation CD40L mAb. Overactivation of the innate immune system: the innate cytokine pathway. A number of autoimmune diseases, including systemic lupus erythematosus, or SLE, cutaneous lupus erythematosus, or CLE, Sj gren s syndrome, systemic sclerosis, polymyositis and dermatomyositis, are associated with the overproduction of pro-inflammatory cytokines secreted by plasmacytoid dendritic cells, or pDCs. pDCs are a type of innate immune cell that can produce large amounts of cytokines, including type I interferons, IL-6 and TNF- , in response to immune stimuli such as viral infection, immune complexes and cell debris. Our third product candidate, VIB7734, is designed to target and bind to an immunoglobulin-like transcript, or ILT7, which is a cell surface molecule specific to pDCs, leading to their depletion. In addition to the three pathways listed above, we are continuing to explore other critical shared biological pathways that we believe are implicated in autoimmune disease pathogenesis. Our Pipeline We are leveraging our critical biological pathway approach to develop a broad pipeline of product candidates across multiple diseases, which we refer to as indications. The following table summarizes our pipeline: Inebilizumab. We are initially developing inebilizumab as a potential first-line monotherapy for NMOSD. In January 2019, we announced positive topline data from our N-MOmentum pivotal trial, including meeting the primary endpoint of reducing the risk of developing an NMOSD attack in AQP4 Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001734551_archerdx_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001734551_archerdx_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6fd1b31a26ec10bc1fd1e216e073634da63e7929
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001734551_archerdx_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001737422_new_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001737422_new_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a4586799cad780fd09b5238ce4d47a11f2ff9fad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001737422_new_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that is important to you. This summary is qualified in its entirety by the more detailed information included in this prospectus. Before making your investment decision with respect to our securities, you should carefully read this entire prospectus, including the information under Risk Factors, Operating and Financial Review and Prospects and our combined financial statements included elsewhere in this prospectus. Unless the context indicates otherwise, the terms New Frontier Health Corporation, the Company, we, us and our refer to New Frontier Health Corporation (formerly known as New Frontier Corporation), a Cayman Islands exempted company. The Company Our subsidiary, UFH, is a leading internationally accredited healthcare provider committed to providing comprehensive and integrated healthcare services in urban centers in China, and is one of the only comprehensive hospital and clinic operators in the country with a nationwide network. UFH s patient base includes China s rapidly growing upper middle class and expatriate communities. Since the opening of its first hospital in Beijing, Beijing United Family Hospital ( BJU ), in 1997, UFH has expanded into several other Chinese markets including Shanghai, Guangzhou, Tianjin, Qingdao, and Hangzhou as described below, and its patient base has expanded from predominantly expatriate to an increasingly local Chinese population. UFH offers comprehensive, premium quality healthcare services through a network of hospital inpatient departments and integrated outpatient clinics, including satellite feeder clinics. UFH s facilities include 24/7 emergency rooms, intensive care units, neonatal intensive care units, operating rooms, clinical laboratories, radiology and blood banking services. UFH operates its network of hospitals and clinics in a hub and spoke model featuring a central hospital with several nearby clinics. Utilizing this model, UFH is able to leverage its extensive network by enabling patients to visit physicians at conveniently located outpatient clinics and, if necessary, they are then referred to one of UFH s hospitals for more specialized care, and returned to the care of the primary care provider when appropriate. This integrated network enables patients to receive a full range of healthcare services without the need to find a new doctor or move patient records from one facility to another, and allows UFH to care for more patients. As such, our management believes this model results in several benefits and competitive advantages including increasing patient loyalty by providing a wide range of services within a single network, enhancing service quality through cross-departmental training, quality control and referral, and raising barriers to entry to competition by expanding its services and locations. By comparison, other private healthcare facilities in China generally consist of standalone hospitals or clinics. Furthermore, UFH s hub and spoke business model enables it to offer a comprehensive healthcare services platform with multiple patient touch points that serve patient needs from birth throughout a patient s lifetime, also known as a life-cycle model. Specifically, UFH intends to initially attract patients through its focus on primary care with its prenatal, OB/GYN and pediatrics practices, and then naturally transition the patient to its family medicine practice and adult and geriatric medical and surgical care, with the intention that these services will become gateways for other higher margin specialties within the UFH network over time. Other specialties that UFH expects to be drivers of current and future business growth as part of the life-cycle model include emergency medicine, ophthalmology, ear nose and throat ( ENT ), dermatology, and other high acuity services including orthopedics and surgery. Differentiated services, including general rehabilitation, postpartum rehabilitation, dental and home health complete the lifecycle of coverage provided by UFH. By providing these all-inclusive services, we believe we are able to differentiate ourselves from other private healthcare providers in China who only generally provide either specialized services or primary care, but not both. TABLE OF CONTENTS CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Primary Offering: Ordinary shares, par value $0.0001 per share ( ordinary shares ) underlying warrants 26,875,000(3) $ 11.50(4) $ 309,062,500 $ 40,116.31 Secondary Offering: Ordinary shares 114,841,048(5) $ 10.17(6) $ 1,167,933,458(6) $ 151,597.76 Ordinary shares underlying warrants 12,500,000(7) $ 11.50(4) $ 143,750,000 $ 18,658.75 Warrants to purchase ordinary shares 12,500,000(8) (9) Totals $ 1,620,745,958 $ 210,372.83(10) (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act ), the registrant is also registering an indeterminate number of additional securities as may be issued to prevent dilution resulting from share dividends, share splits or similar transactions. (2) Calculated by multiplying the estimated aggregate offering price of the securities being registered by 0.0001298. (3) Includes (i) 14,375,000 ordinary shares issuable upon the exercise of redeemable warrants included as part of the units (the public warrants ) issued in the registrant s initial public offering (the IPO ), (ii) 4,750,000 ordinary shares issuable upon the exercise of redeemable warrants issued to certain institutions and accredited investors upon the closing of the registrant s initial business combination with Healthy Harmony Holdings, L.P. ( Healthy Harmony ) and Healthy Harmony GP, Inc. (together with Healthy Harmony, UFH ) (the business combination ) pursuant to Forward Purchase Agreements (the forward purchase warrants ) and (iii) 7,750,000 ordinary shares issuable upon exercise of warrants the registrant issued to New Frontier Public Holding Ltd. (the Sponsor ) in a private placement simultaneously with the closing of the IPO (the private placement warrants ). (4) Estimated solely for the purpose of the calculation of the registration fee pursuant to Rule 457(g), based on the exercise price of the warrants. (5) Includes the resale of (i) 69,246,187 ordinary shares issued to certain institutions and accredited investors in private placements at the closing of the business combination, (ii) 19,000,000 ordinary shares issued to certain institutions and accredited investors upon the closing of the business combination pursuant to Forward Purchase Agreements (the forward purchase shares ), (iii) 14,657,361 ordinary shares issued to certain sellers and members of UFH management in connection with the business combination and (iv) 11,937,500 ordinary shares issued upon the redesignation of the registrant s outstanding Class B ordinary shares (the founder shares ) at the closing of the business combination. (6) Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price is $10.17, which is the average of the high and low prices of the registrant s ordinary shares on December 18, 2019 (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission (the SEC )) on The New York Stock Exchange. (7) Includes the resale of (i) 4,750,000 ordinary shares issuable upon the exercise of forward purchase warrants and (iii) 7,750,000 ordinary shares issuable upon exercise of private placement warrants. (8) Includes the resale of (i) 4,750,000 forward purchase warrants and (ii) 7,750,000 private placement warrants. (9) In accordance with Rule 457(g), the entire registration fee for the warrants is allocated to the ordinary shares underlying the warrants, and no separate fee is payable for the warrants. (10) Registration fee previously calculated in respect of the registration statement filed with the SEC on December 26, 2019 and previously paid. No further registration fee is due. There has been no increase in the securities being registered pursuant to this registration statement since the date that this registration statement was first filed with the SEC. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form F-1 that we filed with the United States Securities and Exchange Commission (the SEC ) using a shelf registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, offer and sell any combination of the securities described in this prospectus in one or more offerings. The Selling Securityholders may use the shelf registration statement to sell up to an aggregate of 127,341,048 ordinary shares and 12,500,000 warrants from time to time as described in the section entitled Plan of Distribution. This prospectus also relates to the issuance by us of up to 26,875,000 ordinary shares that are issuable upon the exercise of the warrants. We will not receive any proceeds from the sale of ordinary shares or warrants to be offered by the Selling Securityholders pursuant to this prospectus, but we will receive proceeds from warrants exercised in the event that such warrants are exercised for cash. We will pay the expenses, other than underwriting discounts and commissions, if any, associated with the sale of ordinary shares and warrants pursuant to this prospectus. To the extent required, we and the Selling Securityholders, as applicable, will deliver a prospectus supplement with this prospectus to update the information contained in this prospectus. The prospectus supplement may also add, update or change information included in this prospectus. You should read both this prospectus and any applicable prospectus supplement, together with additional information described below under the caption Where You Can Find More Information. We have not, and the Selling Securityholders have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date on the front cover of the prospectus. You should not assume that the information contained in this prospectus is accurate as of any other date. No offer of these securities will be made in any jurisdiction where the offer is not permitted. Unless the context indicates otherwise, the terms New Frontier Health Corporation, the Company, we, us and our refer to New Frontier Health Corporation (formerly known as New Frontier Corporation or "NFC ), a Cayman Islands exempted company. References in this prospectus to the business combination refer to the consummation of the transactions contemplated by that certain Transaction Agreement, dated as of July 30, 2019, which transactions were consummated on December 18, 2019. TABLE OF CONTENTS Background We were originally incorporated on March 28, 2018 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On December 18, 2019, we consummated the acquisition of UFH and related transactions. As of result of the business combination, we became the holding company of UFH and we changed our name from New Frontier Corporation to New Frontier. Organizational Structure New Frontier Health Corporation is a Cayman Islands exempted company. The following diagram depicts our current organizational structure: TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION DATED JANUARY 24, 2020 PRELIMINARY PROSPECTUS NEW FRONTIER HEALTH CORPORATION Primary Offering of 26,875,000 Ordinary Shares Secondary Offering of 127,341,048 Ordinary Shares 12,500,000 Warrants This prospectus relates to the issuance from time to time by us of up to 26,875,000 of our ordinary shares, par value $0.0001 per share (the ordinary shares ), including (i) 14,375,000 ordinary shares issuable upon the exercise of redeemable warrants (the public warrants ) that were issued as part of the units in our initial public offering (our IPO ), (ii) 4,750,000 ordinary shares issuable upon the exercise of redeemable warrants that we issued in private placements (the forward purchase warrants ) to certain institutions and accredited investors upon the closing of our initial business combination with Healthy Harmony Holdings, L.P. ( Healthy Harmony ) and Healthy Harmony GP, Inc. (together with Healthy Harmony, UFH ) (the business combination ) pursuant to certain Forward Purchase Agreements entered into in connection with our IPO (the Forward Purchase Agreements ) and (iii) 7,750,000 ordinary shares issuable upon the exercise of warrants we issued to New Frontier Public Holding Ltd. (the Sponsor ) in a private placement simultaneously with the closing of our IPO (the private placement warrants and, collectively with the public warrants and the forward purchase warrants, the warrants ). This prospectus also relates to the resale from time to time by the selling securityholders named in this prospectus or their permitted transferees (collectively, the Selling Securityholders ) of up to (i) 127,341,048 ordinary shares and (ii) 12,500,000 warrants to purchase ordinary shares, consisting of 4,750,000 forward purchase warrants and 7,750,000 private placement warrants. The ordinary shares covered by this prospectus that may be offered and sold by the Selling Securityholders include (i) 69,246,187 ordinary shares issued to certain institutions and accredited investors, including certain of our directors and/or entities controlled by them, in private placements at the closing of the business combination, (ii) 19,000,000 ordinary shares issued to certain institutions and accredited investors upon the closing of the business combination pursuant to Forward Purchase Agreements (the forward purchase shares ), (iii) 14,657,361 ordinary shares issued to certain sellers and members of UFH management in connection with the business combination, (iv) 11,937,500 ordinary shares issued upon the redesignation of our outstanding Class B ordinary shares, par value $0.0001 per share (the founder shares ), at the closing of the business combination, which ordinary shares are subject to varying transfer restrictions as described herein, (v) 4,750,000 ordinary shares issuable upon the exercise of the forward purchase warrants and (vi) 7,750,000 ordinary shares issuable upon the exercise of the private placement warrants. Each whole warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share commencing on January 17, 2020 and will expire on December 18, 2024, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. Once the warrants are exercisable, we may redeem the outstanding public warrants and forward purchase warrants at a price of $0.01 per warrant if the last reported sales price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders, as described herein. The private placement warrants have terms and provisions that are identical to those of the public warrants, except as described herein. If the private placement warrants are held by holders other than the Sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the public warrants. We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The Selling Securityholders may sell the securities covered by this prospectus in a number of different ways and at varying prices. We will not receive any of the proceeds from the sale of the securities by the Selling Securityholders. We will receive proceeds from warrants exercised in the event that such warrants are exercised for cash. We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section titled Plan of Distribution. Our ordinary shares and public warrants trade on the New York Stock Exchange ( NYSE ) under the symbols NFH and NFH WS, respectively. On January 23, 2020, the closing prices of the ordinary shares and public warrants were $9.32 per share and $1.40 per warrant, respectively. An investment in our securities involves risks. See Risk Factors beginning on page 10 of this prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2020. TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. Specifically, forward-looking statements may include statements relating to: the benefits of the business combination; the future financial performance of the Company following the business combination; changes in the market for our services; expansion plans and opportunities; and other statements preceded by, followed by or that include the words may, can, should, will, estimate, plan, project, forecast, intend, expect, anticipate, believe, seek, target or similar expressions. You should not place undue reliance on these forward-looking statements in deciding whether to invest in our securities. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: the risk that the business combination disrupts current plans and operations; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably; costs related to the business combination; changes in applicable laws or regulations; and the possibility that we may be adversely affected by other economic, business, and/or competitive factors, including but not limited to the economic, social and political climate in China and the impact of regulations on the Company s business; and The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. In particular, you should consider the risks provided under Risk Factors in this prospectus. Our forward-looking statements speak only as of the time that they are made and do not necessarily reflect our outlook at any other point in time, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. TABLE OF CONTENTS (1) New Frontier Health Corporation is a holding company with no direct operations. (2) United Family Healthcare Management Consulting (Beijing) Co., Ltd is a wholly foreign-owned enterprise. (3) The shareholders of Beijing Access Health Hospital Management Co., Ltd. are United Family Healthcare Management Consulting (Beijing) Co., Ltd., Mr. Ming Xie and Ms. Xiaoyan Shen, owning 70%, 15%and 15% of the equity interests of Beijing Access Health Hospital Management Co., Ltd., respectively. Mr. Ming Xie is a senior executive and director of both Access and SHY, and Ms. Xiaoyan Shen is the supervisor of both Access and SHY; both act as nominee shareholders on behalf of United Family Healthcare Management Consulting (Beijing) Co., Ltd. (4) The shareholders of Beijing United Family Hospital Management Co., Ltd. are Beijing Access Health Hospital Management Co., Ltd. and Mr. Ming Xie, owning 70%and 30%of the equity interests of Beijing United Family Hospital Management Co., Ltd., respectively. Mr. Ming Xie is a senior executive and director of both Access and SHY and acts as a nominee shareholder on behalf of United Family Healthcare Management Consulting (Beijing) Co., Ltd. (5) Qingdao United Family Hospital Co., Ltd. is a wholly foreign-owned enterprise and was established as such under an exception to the Interim Measures for Administration of China Foreign Joint Venture and Cooperative Medical Institutions, as further described in the section entitled Business Regulatory Matters Regulations Relating to Foreign Investment in Our Industry. (6) Shanghai Xincheng United Family Hospital Co., Ltd. is a China-Foreign Equity Joint Venture. (7) Guangzhou United Family Hospital Co., Ltd. is a China-Foreign Contractual Joint Venture. TABLE OF CONTENTS FREQUENTLY USED TERMS anchor investors means the accredited investors with whom the Company entered into the Forward Purchase Agreements, including certain entities controlled by certain of the Company s directors. business combination means the transactions contemplated by the Transaction Agreement consummated on December 18, 2019, whereby the Company indirectly acquired all of the issued and outstanding equity interests of UFH and changed its name to New Frontier Health Corporation. Charter means our amended and restated memorandum and articles of incorporation as currently in effect. Class A ordinary shares means the Class A ordinary shares, par value $0.0001 per share, that were redesignated as ordinary shares at the Closing. Class B ordinary shares means the Class B ordinary shares, par value $0.0001 per share, that were redesignated as ordinary shares at the Closing. Closing means the closing of the business combination. Closing Date means December 18, 2019, the closing date of the business combination. Companies Law means the Companies Law (2018 Revision) of the Cayman Islands, as amended. Forward Purchase Agreements means the forward purchase agreements, dated as of June 4, 2018 and June 29, 2018, as amended from time to time, pursuant to which the anchor investors agreed to purchase an aggregate of 19,000,000 forward purchase shares, plus 4,750,000 forward purchase warrants, for a purchase price of $10.00 per forward purchase share, or $190,000,000 in the aggregate, which aggregate purchase price includes purchases by entities controlled Antony Leung and Carl Wu, two of the Company s directors, for an aggregate of $21,000,000, in a private placement that occurred immediately prior to the closing of the business combination. forward purchase shares means the 19,000,000 ordinary shares issued to the anchor investors pursuant to the Forward Purchase Agreements. forward purchase warrants means the 4,750,000 redeemable warrants issued to the anchor investors pursuant to the Forward Purchase Agreements, each of which is exercisable for one ordinary share at an exercise price of $11.50 per share, in accordance with its terms. Fosun means Fosun Industrial Co., Limited, a company incorporated in Hong Kong. Fosun Director Nomination Agreement means the Fosun Director Nomination Agreement, dated as of December 18, 2019, by and among the Company, the Sponsor and Fosun. Fosun Rollover Agreement means the Fosun Rollover Agreement, dated as of July 30, 2019, by and between the Company and Fosun. founder shares means the 11,937,500 Class B ordinary shares that were redesignated as ordinary shares at the Closing, of which 9,805,000 are held by the initial purchasers and 2,132,500 are held by the anchor investors. founders means the Sponsor, Antony Leung and Carl Wu and their affiliates. Healthy Harmony means Healthy Harmony Holdings, L.P., a Cayman Islands exempted limited partnership. HH GP means Healthy Harmony GP, Inc., a Cayman Islands exempted company and the sole general partner of Healthy Harmony. initial shareholders means our Sponsor, anchor investors and certain of our current and former directors (and their assignees) who purchased shares in connection with the Company s IPO. IPO means the Company s initial public offering of units, which closed on July 3, 2018. Lipson Employment Agreement means the employment agreement entered into on December 17, 2019 between the Company and Roberta Lipson. TABLE OF CONTENTS (8) Beijing Jingbei Women & Children United Family Hospital Co., Ltd. is a China-Foreign Contractual Joint Venture. (9) Beijing United Family Hospital Co., Ltd. is a China-Foreign Contractual Joint Venture. (10) Beijing United Family Rehabilitation Hospital Co., Ltd. is a China-Foreign Contractual Joint Venture. (11) Tianjin United Family Hospital Co., Ltd. is a China-Foreign Contractual Joint Venture. (12) Beijing United Family Health Center Co., Ltd. is a China-Foreign Contractual Joint Venture. (13) Shanghai United Family Hospital Co., Ltd. is a China-Foreign Contractual Joint Venture. As shown in the above diagrams, two of our subsidiaries in China are organized as partial variable interest entities to comply with Chinese laws and regulations generally limiting foreign ownership of companies in the healthcare industry to no more than 70%. As shown in the second diagram above, United Family Healthcare Management Consulting (Beijing) Co., Ltd. ( UFH (WFOE) ), which is one of our indirect, wholly-owned subsidiaries, owns 70% of the equity interests in Beijing Access Health Hospital Management Co., Ltd ( Access ), and the remaining 30% of the equity interests are held by certain senior executives of UFH, who are serving as nominee shareholders in accordance with and subject to various variable interest entity arrangements in favor of UFH (WFOE). Similarly, Access holds 70% of the equity interests in Beijing United Family Hospital Management Co., Ltd. ( SHY , and together with Access, each a Relevant Entity ), and the remaining 30% of the equity interests are held by a senior executive of UFH who is serving as a nominee shareholder in accordance with and subject to various variable interest entity arrangements in favor of UFH (WFOE). These variable interest entity arrangements consist of a series of contractual arrangements among UFH (WFOE), the Relevant Entities, their respective nominee shareholders and the respective nominee shareholders spouses, and include exclusive operation services agreements, spousal consent letters, entrustment agreements of shareholder s rights and equity interest pledge agreements, and exclusive call option agreements, in each case, in favor of UFH (WFOE). As a result of these contractual arrangements, we are able to control 100% of the Relevant Entities (including the 30% held by the nominee shareholder(s)) and receive all of the economic benefits of the operations of the Relevant Entities. Additional Information Our principal executive offices are located at 10 Jiuxianqiao Road, Hengtong Business Park, B7 Building, 1/F Chaoyang District, 100015, Beijing, China. Our telephone number is 86-10-59277000. Our website is located at www.nfh.com.cn. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this prospectus or the registration statement of which it forms a part. TABLE OF CONTENTS Lipson Parties means Roberta Lipson, the Benjamin Lipson Plafker Trust, the Daniel Lipson Plafker Trust, the Jonathan Lipson Plafker Trust and the Ariel Benjamin Lee Trust. Lipson Registration Rights Agreement means the Registration Rights Agreement, dated as of December 17, 2019, by and between the Company and the Lipson Parties. Lipson Reinvestment Agreement means the Founder Reinvestment Agreement, dated as of July 30, 2019, by and between the Company and the Lipson Parties, as amended by the Amendment to Founder Reinvestment Agreement on December 17, 2019. Management Reinvestment Agreements means those certain Management Reinvestment Agreements, dated as of December 17, 2019, between the Company and the Management Sellers. Management Sellers means certain members of management of UFH who held equity interests in UFH, other than Roberta Lipson. NFC Buyer Sub means NF Unicorn Acquisition L.P., a Cayman Islands exempted limited partnership and wholly owned indirect subsidiary of the Company. NFG means New Frontier Group Ltd., an affiliate of the Company and the Sponsor. NYSE means the New York Stock Exchange ordinary shares means the ordinary shares of the Company, par value $0.0001 per share. PIPE Investors means the accredited investors with whom the Company entered into Subscription Agreements. preference shares means the preference shares of the Company, par value $0.0001 per share. private placement warrants means the 7,750,000 warrants issued to our Sponsor in a private placement simultaneously with the closing of our IPO, each of which is exercisable for one ordinary share at an exercise price of $11.50 per share, in accordance with its terms. Proxy Statement means the definitive proxy statement on Schedule 14A, filed with the SEC by the Company on November 27, 2019. public warrants means the 14,375,000 redeemable warrants included in the units issued in the IPO, each of which is exercisable for one ordinary share at an exercise price of $11.50 per share, in accordance with its terms. Registration Rights Agreement means the Registration Rights Agreement, dated as of June 27, 2018, by and between the Company and the Sponsor. Sellers means Fosun, the Lipson Parties, TPG Healthy, L.P., a Cayman Islands exempted limited partnership, and Plenteous Flair Limited, a Cayman Islands company. Selling Securityholders means the persons listed in the table in the Selling Securityholders section of this prospectus, and the pledgees, donees, transferees, assignees, successors and others who later come to hold any of the Selling Securityholders interest in our securities after the date of this prospectus. Sponsor means New Frontier Public Holding Ltd., a Cayman Islands exempted company. Subscription Agreements means the subscription agreements entered into with the PIPE Investors, pursuant to which the Company issued an aggregate of 69,248,187 Class A ordinary shares for a purchase price of $10.00 per Class A ordinary share, or $692,461,870 in the aggregate. Transaction Agreement means that certain Transaction Agreement, dated as of July 30, 2019, by and among the Company, NFC Buyer Sub, Healthy Harmony, HH GP and the Sellers, pursuant to which, on the terms and conditions contained therein, indirectly acquired UFH. UFH means United Family Healthcare, the brand name under which the business operations of Healthy Harmony are conducted. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001739426_rvl_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001739426_rvl_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001739426_rvl_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001739614_inhibrx_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001739614_inhibrx_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fe6e50de40a231af0fb0e20aca41904ce34a6d73
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001739614_inhibrx_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes included elsewhere in this prospectus and the information set forth in the sections of this prospectus titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations. Unless the context otherwise requires, we use the terms Inhibrx, Company, we, us and our in this prospectus to refer to Inhibrx, Inc. and its wholly owned subsidiary, INBRX 103, LLC, taken as a whole. Overview We are a clinical-stage biotechnology company with a pipeline of novel biologic therapeutic candidates, developed using our protein engineering expertise and proprietary single domain antibody, or sdAb, platform. Our sdAb platform allows us to pursue validated targets with clinical promise, but where other antibody and biologic based approaches have failed. Highly modular, our sdAbs can be combined with precise valencies and multiple specificities, creating therapeutic candidates designed to be capable of enhanced cell signaling, conditional activation or combined synergistic functions. We currently have four programs in ongoing Phase 1 clinical trials, three for the treatment of various cancers, and one for Alpha-1 Antitrypsin Deficiency, or AATD. Our most advanced therapeutic candidate, INBRX-109, is a tetravalent death receptor 5, or DR5, agonist being evaluated in patients diagnosed with chondrosarcoma and mesothelioma, two difficult-to-treat cancers. INBRX-106 is a hexavalent OX40 agonist currently being investigated in patients with locally advanced or metastatic solid tumors. Both INBRX-109 and INBRX-106 programs are designed to achieve target agonism through precise control of therapeutic valency. INBRX 105 targets two proteins, each of which can lead to an enhanced anti-tumor immune response; it is engineered with the goal of improving safety through conditional target agonism. Based on preclinical mechanistic data, INBRX-106 and INBRX-105 may have the potential to be used in combination with, or in place of, currently approved checkpoint inhibitors. Our fourth program, INBRX-101, is an optimized, recombinant alpha 1 antitrypsin, or AAT, augmentation therapy for AATD. We anticipate additional data releases from all four of our clinical programs by the end of 2021. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state or other jurisdictions where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED AUGUST 12, 2020 PRELIMINARY PROSPECTUS 6,000,000 Shares Common Stock We are offering 6,000,000 shares of our common stock. This is our initial public offering, and no public market currently exists for our common stock. We expect the initial public offering price to be between $16.00 and $18.00 per share. We have applied to list our common stock on the Nasdaq Global Market under the symbol INBX. We are an emerging growth company as defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. Investing in our common stock involves a high degree of risks. Please read Risk Factors beginning on page 13 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PER SHARE TOTAL Initial Public Offering Price $ $ Underwriting Discounts and Commissions(1) $ $ Proceeds to Inhibrx, Inc. before expenses $ $ (1) See Underwriting beginning on page 192 for additional information regarding underwriter compensation. Delivery of the shares of common stock is expected to be made on or about , 2020. We have granted the underwriters an option for a period of 30 days to purchase an additional 900,000 shares of our common stock. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will be $ . Joint Book-Running Managers Jefferies Evercore ISI Credit Suisse Co-Manager LifeSci Capital Prospectus dated , 2020 Table of Contents Our Pipeline We have developed a diverse pipeline of therapeutic candidates that are specifically designed to leverage the power of our core sdAb platform and protein engineering expertise, as shown below: INBRX-109 INBRX-106 INBRX-105 INBRX-101 Tetravalent DR5 agonist Hexavalent OX40 agonist PD-L1x4-1BB tetravalent conditional agonist AAT-Fc fusion protein Program Therapeutic Area Target(s)/Format STAGE OF DEVELOPMENT Anticipated Next Milestones Preclinical Phase 1 Phase 2 Phase 3 INBRX-109* Oncology DR5 Tetravalent Agonist Single agent cohort data 4Q 2020 Initial data from combination cohorts 1H 2021 Initiation of registration-enabling trials in mesothelioma and chondrosarcoma 2021 INBRX-106** Oncology OX40 Hexavalent Agonist Single agent dose escalation cohort data Q4 2020 Escalation with Keytruda data 2H 2021 INBRX-105** Oncology PD-L1 x4-1BB Tetravalent Conditional Agonist Dose escalation data 1H 2021 Initial data from expansion cohorts Q4 2021 INBRX-101*** Orphan/Respiratory Neutrophil Elastase AAT-Fusion Protein Dose escalation data 2H 2021 __________________ * Third party partnership with Chinese biotechnology company, Transcenta Holding, Ltd. (formerly Hangzhou Just Biotherapeutics Co., Ltd.), or Transcenta, currently in place for development and commercialization in China, Hong Kong, Macau and/or Taiwan. ** Third party partnership with Chinese biotechnology company, Elpiscience Biopharmaceuticals, Inc., or Elpiscience, currently in place for development and commercialization in China, Hong Kong, Macau and/or Taiwan. *** Commercialization and development rights outside of the United States and Canada, subject to an option agreement with Chiesi Farmaceutici S.p.A., or Chiesi. Advancing INBRX-109 into registration-enabling randomized Phase 2 trials is contingent upon acceptable activity and safety in the ongoing Phase 1 trial. INBRX-109 INBRX-109 is a precisely engineered tetravalent sdAb-based therapeutic candidate that agonizes DR5 to induce tumor selective programmed cell death. The Investigational New Drug application, or IND, for INBRX-109 became effective in August 2018, and we initiated a single agent, two-part, Phase 1 clinical trial in the United States in November 2018. Part 1, the traditional 3+3 dose escalation portion of this trial, was completed in August 2019, with enrollment of 20 patients. INBRX-109 was well-tolerated, with no significant toxicities observed at doses up to and including the maximum administered dose of 30 mg/kg. No maximum tolerated dose was reached. TABLE OF CONTENTS PAGE PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001741231_tattooed_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001741231_tattooed_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001741231_tattooed_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001741830_kronos_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001741830_kronos_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..549e3ed2a359944fca3030282be3a3ddeb8b2d02
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001741830_kronos_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus. You should carefully consider, among other things, the sections of this prospectus titled Risk Factors, Special Note Regarding Forward-Looking Statements and Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes included elsewhere in this prospectus. Unless the context otherwise requires, the terms Kronos Bio, Kronos, we, us, our and similar references in this prospectus refer to Kronos Bio, Inc. Overview We are a clinical-stage biopharmaceutical company dedicated to the discovery and development of novel cancer therapeutics designed to transform patient outcomes through a precision medicine strategy by targeting dysregulated transcription. Our proprietary product engine focuses on dysregulated transcription factors and the transcriptional regulatory networks (TRNs) that drive their oncogenic activity. Our lead product candidate, entospletinib (ENTO), is an orally administered, selective spleen tyrosine kinase (SYK) inhibitor that has been tested in 148 acute myeloid leukemia (AML) patients. Based on clinical results in a biomarker-defined subset of patients and subject to discussions with regulatory agencies that we intend to have in the first half of 2021, we plan to initiate a registrational Phase 2 3 clinical trial in 2021 in newly-diagnosed AML patients with NPM1 mutations, with an anticipated data readout in 2023. We are also planning to initiate a Phase 1 2 clinical trial in patients with relapsed or refractory FLT3 mutated AML in 2021. In addition, we are developing KB-0742, which is designed to be an orally bioavailable inhibitor of cyclin dependent kinase 9 (CDK9) with a differentiated selectivity profile, for the treatment of MYC-amplified solid tumors. Subject to clearance of an Investigational New Drug application (IND) for KB-0742, which we plan to submit in the fourth quarter of 2020, we plan to initiate a Phase 1 2 clinical trial in patients with advanced solid tumors in 2021. In addition, we are leveraging our product engine to drive multiple oncology discovery programs targeting dysregulated transcription factors and their associated TRNs. Addressing the complexity of oncogenic TRNs requires a sophisticated and holistic approach to targeting cancer biology. TRNs encompass hundreds of proteins that function in a coordinated fashion to orchestrate specific gene expression programs that control development and function of healthy cells. Dysregulated TRNs resulting from aberrant transcription factor expression or activity are frequently responsible for reprogramming healthy cells into cancerous tumor cells. We map these oncogenic TRNs and identify the critical nodes and corresponding gene expression signatures that drive cancer. We believe that these critical nodes create selective vulnerabilities, or dependencies, within the tumor, and present attractive targets for therapeutic intervention. We pursue these high-value targets using our product engine, applying our computational and experimental biology expertise, combined with our proprietary high throughput screening platform and differentiated translational capabilities to systematically target dysregulated transcription factors and their associated TRNs. These collective capabilities allow us to pursue novel product candidates targeting historically challenging targets that have previously been considered undruggable, as well as classically tractable targets within the specific context of an oncogenic TRN. We have developed a robust clinical and preclinical pipeline through a combination of internal discovery efforts and focused asset acquisition. The following chart summarizes the current stages of our development programs, including our lead product candidate, ENTO, as well as KB-0742, and our next anticipated milestones. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, Dated October 8, 2020 13,157,895 Shares Common Stock This is the initial public offering of shares of common stock of Kronos Bio, Inc. We are offering 13,157,895 shares of our common stock. Prior to this offering, there has been no public market for our common stock. We currently expect the initial public offering price will be between $16.00 and $18.00 per share of our common stock. Our common stock has been approved for listing on the Nasdaq Global Select Market under the symbol KRON. We are an emerging growth company as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements in this prospectus and may elect to do so in future filings. See the section titled Risk Factors beginning on page 13 to read about factors you should consider before deciding to invest in shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per ShareTotal Initial public offering price$$ Underwriting discounts and commissions(1) $$ Proceeds, before expenses, to Kronos Bio, Inc.$$ _______________ (1)See the section titled Underwriting for a description of the compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase up to an additional 1,973,684 shares of our common stock at the initial public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the shares against payment in New York, New York on , 2020. Goldman Sachs Co. LLCJefferiesCowenPiper Sandler Prospectus dated , 2020 _______________ mt mutant In addition, we have discovery efforts focused on four cancer types where dysregulated transcription plays a central role hematologic malignancies, prostate cancer, MYC-driven cancers, and small cell neuroendocrine cancers. Our active discovery programs are focused on the specific TRNs noted in the following chart. We anticipate submitting an IND for a drug candid2ate arising from one of these programs in 2022, although we may not be successful in identifying product candidates that can selectively modulate the specific oncogenic TRNs associated with such programs. SYK Program ENTO and LANRA Our lead product candidate, ENTO, is a selective inhibitor targeting SYK, a critical node in a dysregulated TRN within AML defined by persistent high expression of the transcription factors HOXA9 and MEIS1 (HOX MEIS). SYK is a non-receptor tyrosine kinase and is an important mediator of immunoreceptor signaling in hematopoietic cells with a clearly established role in both malignant and non-malignant hematologic disease. SYK is a critical dependency in biomarker-defined subsets of AML patients characterized by persistent high HOX MEIS expression. Multiple AML driver mutations, including NPM1, MLL (KMT2A) gene rearrangements (MLL-r) and DNMT3A, have been associated with elevation of HOX MEIS, which increases quantity and activity of SYK as part of an oncogenic TRN. SYK contributes to the leukemia cell state through multiple mechanisms, including direct modulation of downstream growth-promoting transcriptional programs, phosphorylation of FLT3, a known driver of leukemogenic signaling, and participation in a positive feedback loop to MEIS1 that maintains high MEIS1 expression. We believe these multiple oncogenic functions make SYK a compelling therapeutic target and a critical node in the HOX MEIS TRN. Our expertise in TRN biology allowed us to recognize SYK as a critical node in the HOX MEIS TRN, and in July 2020, we acquired a portfolio of selective, orally bioavailable small molecule SYK inhibitors from Gilead Sciences, Inc. (Gilead), including clinical-stage product candidates ENTO and lanraplenib (LANRA), immediately accelerating our pipeline to late clinical stage. TABLE OF CONTENTS Page Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001749849_organic_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001749849_organic_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001749849_organic_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001750145_united_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001750145_united_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..adac0fd38a99f4895292752ff5562a0c41f518fc
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001750145_united_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This is only a summary of the prospectus. While this summary contains material information about the Trust and its Shares, it does not contain or summarize all of the information about the Trust and the Shares contained in this prospectus, which is material and may be important to you. You should read this entire prospectus, including the section entitled "Risk Factors," before making an investment decision about the Shares. Unless indicated otherwise, the information in this prospectus assumes that the underwriters have not exercised their over-allotment option. Capitalized terms shall have the meaning set forth in this prospectus. See the Index of Defined Terms attached to this prospectus as Exhibit A. Shares offered by the Trust [____] Shares if the underwriters exercise their over-allotment in full (the "Shares") issued by the United States Bitcoin and Treasury Investment Trust (the "Trust"), which will represent fractional undivided beneficial interests in and ownership of the Trust. CUSIP and ISIN Numbers The CUSIP and ISIN numbers of the Trust are 911651 107 and US9116511075, respectively. The Trust The Trust is a Delaware statutory trust that was formed on June 29, 2018. The Trust operates pursuant to a trust agreement (the "Trust Agreement") between Wilshire Phoenix Funds LLC (the "Sponsor") and Delaware Trust Company (the "Trustee"). The Trust will have no assets other than (a) bitcoin, a digital asset based on the cryptographic protocols used by the decentralized, peer-to-peer bitcoin computer network ("Bitcoin") and (b) short term duration United States Treasury Bills ("T-Bills"). The Trust will also hold U.S. dollars for short periods of time in connection with (i) the purchase, sale and/or maturity of T-Bills, (ii) the purchase and sale of Bitcoin, and (iii) the payment of redemptions, if any, and fees and expenses of the Trust. For more information about Bitcoin, see "Overview of Bitcoin" below. The investment objective of the Trust is for the Shares to closely reflect the Index, less the Trust's liabilities and expenses. On the last Business Day of each month (the Rebalance Date ), after the calculation of the weighting of the components of the Index, the Trust rebalances its holdings in Bitcoin and T-Bills in order to closely replicate the Index. The Shares will provide investors with exposure to Bitcoin in a manner that is efficient and convenient, while also reducing the volatility typically associated with Bitcoin without the use of derivatives or leverage methods. This makes the Shares less susceptible to the impact of sudden movements in the price of Bitcoin. The Index The Bitcoin Treasury Index (the "BTI" or "Index") is based on a pairing of notional components and is not an investment product. The Index is calculated and published by Solactive AG (the "Index Calculation Agent"). The level of the Index is published on each Business Day at approximately 5:00 p.m. (New York time) and will be available through various market data vendors, and is currently available on Bloomberg LP and Thompson Reuters Company under the ticker UBTX . The Index has two components: (1) a notional component representing Bitcoin (the "Bitcoin Component") and (2) a notional component representing T-Bills (the "Treasury Component"). The price of Bitcoin used to determine the weighting of the Bitcoin Component and the Treasury Component of the Index, as well as the value of Bitcoin held by the Trust, will be based on the CME CF BRR (the "Bitcoin Reference Rate," and the price of Bitcoin based on the Bitcoin Reference Rate, the "Bitcoin Price"). On the Rebalance Date, the Index rebalances its weighting of the Bitcoin Component and the Treasury Component utilizing a mathematically derived passive rules-based methodology that is based on the daily volatility of the Bitcoin Price. See "Description of the Index" below. Use of Proceeds The estimated net profits from this offering, after deducting the underwriting commissions and the estimated expenses of the offering, will be $ [________] (or $[_________] if the underwriters exercise their over-allotment option in full). The net proceeds received in this offering shall be used to purchase Bitcoin and/or T-Bills, as applicable, in proportions consistent with the weighting of the Bitcoin Component and the Treasury Component of the Index as of the date of such sale. The Sponsor and the applicable Service Providers shall use commercially reasonable efforts to effect such purchases on such issuance date, provided that if any such purchases are unable to be made on such date, such purchases shall be made as soon as practicable thereafter. See Use of Proceeds below. Assets of the Trust The Trust will have no assets other than (a) Bitcoin, and (b) T-Bills. The Trust will also hold U.S. dollars for short periods of time in connection with (i) the purchase, sale and/or maturity of T-Bills, (ii) the purchase and sale of Bitcoin, and (iii) the payment of redemptions, if any, and fees and expenses of the Trust. Bitcoin will be held in cold storage by Coinbase Custody Trust Company, LLC (the "Bitcoin Custodian") on behalf of the Trust, and T-Bills and U.S. dollars will be held by UMB Bank, N.A. (the "Cash and Treasury Custodian") on behalf of the Trust. From time to time, in connection with the purchase or sale of Bitcoin by the Trust, (i) the Fiat Wallet (as defined below) maintained by the Trust on the Coinbase, Inc. platform may contain some of the Trust's U.S. dollars and, (ii) the Digital Wallet (as defined below) maintained by the Trust on the Coinbase, Inc. platform may contain some of the Trust's Bitcoin. The amount of Bitcoin and T-Bills held by the Trust will be determined by the Index. However, because the Trust rebalances its holdings monthly, in the periods between such monthly rebalancing, as a result of changes in the value of Bitcoin, among other factors, the percentages of Bitcoin relative to the percentages of the other assets of the Trust may diverge from the initial percentages in the Index on the Rebalance Date. The Trust's assets, other than Bitcoin, shall consist of T-Bills to be purchased by the Cash and Treasury Custodian pursuant to the instruction of the Trust. The Trust initially plans to invest in short-term duration T-Bills. An investor holding T-Bills does not receive regular interest payments as with a coupon bond, but rather purchases a T-Bill at a discount to face value and receives the full face value at the time the T-Bill matures. See "Treatment of T-Bill Interest" for a description of the treatment of any gains derived by the Trust as a result of its holdings of T-Bills. The Trust's Bitcoin, T-Bills and U.S. dollars are carried, for financial statement purposes, at fair value, as required by the U.S. generally accepted accounting principles ("GAAP"). The Trust's NAV and the NAV per Share The Trust's net asset value ("NAV") is determined on each Business Day by the Administrator at 4:00 p.m. (New York time) or as soon thereafter as practicable. The Trust's NAV shall be determined by the Administrator on a GAAP basis, and shall be equal to the sum of the Bitcoin held by the Trust (the "Bitcoin Holdings") and the T-Bills and U.S. Dollars held by the Trust (the "Treasury and Cash Holdings"), less liabilities and expenses of the Trust. The NAV per Share, which is calculated by the Administrator on each Business Day, is equal to the Trust's NAV divided by the number of outstanding Shares. In accordance with the Trust's valuation policy and procedures, the Administrator will determine the price of the Trust's Bitcoin by reference to the Bitcoin Reference Rate, which is published between 4:00 p.m. and 4:30 p.m. (London time), on every day of the year, including weekends. Similarly, the Administrator determines the fair value of T-Bills based on the price of each T-Bill held by the Trust plus any U.S. dollars held by the Trust, as of 4:00 p.m. (New York time) or as soon thereafter as practicable, on each Business Day. The Trust's investment objective is for the Shares to closely reflect the Index less the Trust's liabilities and expenses. The Trust's NAV and NAV per Share are tracked, in part, by reference to the Bitcoin Reference Rate. See "Valuation of the Trust's Bitcoin" below. Treatment of T-Bill Interest The Trust's assets, other than Bitcoin, shall consist of T-Bills to be purchased by the Cash and Treasury Custodian pursuant to the instruction of the Trust. Upon the maturity of such T-Bills, the Trust will receive U.S. dollars representing principal and interest. The portion of the cash that represents interest on such T-Bills (the T-Bill Interest ) will be allocated to the Cash Account (as defined below). The Administrator will use the T-Bill Interest to pay, in part or in full, any redemptions, the Sponsor's Fee and any Additional Trust Expenses (both as defined below). See "Treatment of T-Bill Interest" below for more details. The Shares The Trust will issue Shares, which represent fractional undivided beneficial interests in and ownership of the Trust. From time to time, at the direction and sole discretion of the Sponsor, the Trust may issue additional Shares in the future. Additional Shares issued after the Trust s initial public offering will be sold through underwriters, placement agents or distributors (each, a "Share Placement"). In no event shall any additional Shares be sold or issued on a date that is less than six (6) Business Days after the prior Redemption Date. Under certain circumstances, the issuance of additional Shares by the Trust may affect the trading price of previously issued Shares. See "Risk Factors" below. Shareholders may redeem Shares under certain conditions in accordance with the terms set forth under "Summary Redemptions" below. Shares issued by the Trust will be registered in a book entry system and held in the name of "Cede & Co." at the facilities of DTC, and one or more global certificates issued by the Trust to DTC will evidence the Shares. Shareholders may hold their Shares through DTC if they are direct participants in DTC ("DTC Participants") or indirectly through entities (such as broker-dealers) that are DTC Participants. See "Book-Entry-Only Shares" below for more details. The Shares are expected to be listed on NYSE Arca, Inc. (the Exchange ) and trade under the ticker symbol "BXT". A minimum of 100,000 shares will be required to be publicly distributed at the start of trading. It is anticipated that the initial price of a share will be $2,500.00. The underwriters will accept subscriptions for a minimum of $250,000 in shares during the initial offering which is expected to last no more than 60 days. After the completion of the initial offering, shares can be bought and sold throughout the trading day like any other publicly-traded security. The Sponsor believes that the anticipated minimum number of shares outstanding at the start of trading is sufficient to provide adequate market liquidity and to further the Trust s objectives. Redemptions Subject to the Minimum Redemption Size (as defined below), a Shareholder may redeem all or a portion of its Shares on the last Business Day of each month (the "Redemption Date"). In order to redeem all or a portion of its Shares, a Shareholder must provide written notice to the Administrator with a copy to the Sponsor and Broadridge Corporate Issuer Solutions, Inc. (the Transfer Agent ), the transfer agent of the Trust (each such notice a "Redemption Order"). A Redemption Order must be received by the Administrator no later than five (5) Business Day prior to the Redemption Date (the "Redemption Cut-Off"). A Redemption Order delivered by a Shareholder will be irrevocable unless otherwise agreed by the Sponsor. The "Minimum Redemption Size" is 100 Shares. The Sponsor may cause the redemption of Shares of any Shareholder if the Sponsor determines, in its sole discretion, that in the event such Shares remain outstanding an adverse legal or regulatory consequence in respect of the Trust or Sponsor may occur. Unless otherwise agreed in writing between the Sponsor, on behalf of the Trust, and a Shareholder, redemptions shall be deemed to occur on a first-in first-out basis (FIFO) among Shares held by a particular Shareholder. Under certain special circumstances, which are described in detail below under "Description of the Shares--Suspension Events", the Trust can temporarily suspend redemptions. In general, and subject to the occurrence or continuation of a Suspension Event (as defined below), the Trust shall use commercially reasonable efforts to pay amounts relating to the final redemption of Shares within five (5) Business Days after the applicable Redemption Date; provided that if the Trust is unable to sell assets as necessary in order to make such payment on the applicable Redemption Date, the Trust shall make such payment as soon as practicable thereafter. Shareholders as of the applicable Record Date (as defined below) will be entitled to receive their applicable redemption amount, which is the NAV of the Shares submitted for redemption, determined as of the Redemption Date. Sponsor's Fee; Sponsor-Paid Expenses; Additional Trust Expenses The Trust's primary ordinary recurring expense is expected to be the Sponsor's Fee. The Sponsor's Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement. The Sponsor's Fee will be determined by the Administrator by applying an annual rate of 68 basis points (0.68%) to the Trust's NAV (the "Sponsor's Fee"). The Administrator will make its determination regarding the Sponsor's Fee in respect of each Rebalance Date by reference to the Trust's NAV as of the related Determination Date. The Sponsor's Fee will be payable in U.S. dollars and will be deducted on a monthly basis in advance as of each Rebalance Date from the amounts on deposit in the Cash Account. To pay the Sponsor's Fee, the Cash and Treasury Custodian will withdraw from the cash on deposit in the Cash Account an amount of U.S. dollars equal to the Sponsor's Fee, determined as described above. Any Sponsor-paid Expenses (as defined below) will be netted out of the Sponsor's Fee, and the Cash and Treasury Custodian will directly pay the recipients of such Sponsor-paid Expenses out of such amounts. After netting such Sponsor-paid Expenses, the Cash and Treasury Custodian will pay the remaining amount of the Sponsor's Fee to the Sponsor. The Sponsor, from time to time, may waive all or a portion of the Sponsor's Fee in its sole discretion. The following ordinary and recurring fees of the Trust will be paid by the Administrator out of the Sponsor's Fee: the Administrator Fee, the Bitcoin Custodian Fee, the Cash and Treasury Custodian Fee, the Transfer Agent Fee, the Trustee Fee, the Index Calculation Agent Fee, the Partnership Representative Fee, and the Trust's audit fees (including any fees and expenses associated with tax preparation) (the "Sponsor-paid Expenses"). The Trust will be responsible for certain other fees and expenses that are not contractually assumed by the Sponsor, including but not limited to any fees and expenses associated with the Trust's monthly rebalancing between Bitcoin and T-Bills (these fees and expenses include, but may not be limited to, any commissions and/or exchange fees associated with the buying and selling of Bitcoin and fees and expenses associated with buying and selling T-Bills for the Trust), expenses incurred in connection with an offering of Shares of the Trust, including but not limited to fees to underwriters, applicable license fees taxes and governmental charges, the Trust's regulatory fees and expenses (including any filings applications or licenses), printing and mailing costs, costs of maintaining the Trust's website, fees and expenses related to redemptions, expenses and costs of any extraordinary services performed by the Sponsor (or any other Service Provider) on behalf of the Trust, indemnification obligations of the Trust and extraordinary legal fees and expenses of the Sponsor, any Service Provider or the Trust (collectively, "Additional Trust Expenses"). The Administrator will direct the Cash and Treasury Custodian to withdraw from the Cash Account on each Rebalance Date, an amount of U.S. dollars sufficient to pay the Trust expenses provided for in the Trust Agreement and pay such amount to the recipients thereof. Rebalancing of the Trust's Assets On each Rebalance Date, following the calculation of the weighting of the components of the Index, the Trust shall rebalance the Trust's holdings in Bitcoin and T-Bills in order to closely replicate the Index. In order to effect the monthly rebalancing, the Index Calculation Agent shall provide the Bitcoin Percentage Weight and the U.S. Treasury Percentage Weight to the Administrator and the Sponsor on the Determination Date (as defined below). Thereafter, the Administrator shall make such determinations and calculations as of each Determination Date (taking into account amounts on deposit in the Cash Account as of such Determination Date and the amount of U.S. dollars necessary to, on such Rebalance Date, pay amounts due and payable by the Trust) as are necessary in order to provide to the Sponsor (i) the amount of U.S. Treasuries to purchase or sell, and (ii) the amount of Bitcoin to purchase or sell. "Determination Date" means the second Business Day prior to each Rebalance Date. "Bitcoin Percentage Weight" means the Index percentage allocation to the Bitcoin Component as of the related Determination Date. "U.S. Treasury Percentage Weight" means one hundred percent (100%) minus the Bitcoin Percentage Weight as of the related Determination Date. Based on the information provided by the Administrator, on each Rebalance Date, the Sponsor shall instruct the Bitcoin Custodian and the Cash and Treasury Custodian, respectively, to purchase and/or sell Bitcoin and/or T-Bills, as applicable. In addition, the Administrator shall, on the Rebalance Date, instruct the Cash and Treasury Custodian to pay amounts due and payable by the Trust as of the Determination Date; provided however that the Sponsor shall separately instruct the Administrator with respect to the timing for distribution of amounts in respect of Redemptions. Bitcoin Custodian Coinbase Custody Trust Company, LLC will serve as the Trust's Bitcoin custodian (in such capacity, "Bitcoin Custodian") under and pursuant to the terms and provisions of the agreement between the Trust and the Bitcoin Custodian (the "Bitcoin Custody Agreement"). Pursuant to the Bitcoin Custody Agreement, the Bitcoin Custodian provides digital currency storage technology and custodial services for the Trust's Bitcoin. The Bitcoin Custodian serves as a fiduciary and custodian on the Trust's behalf, and the Bitcoin in the Trust's account are considered fiduciary assets that remain the Trust's property at all times. Pursuant to a separate agreement between Coinbase, Inc. and the Trust (the "Bitcoin Prime Agreement"), Coinbase, Inc. provides the Trust with access to a digital currency trading platform (the "Market Platform") on which the Trust will maintain an account (the "Market Account") through which the Trust may place orders to buy or sell Bitcoin and U.S. dollars. As part of the Market Account, the Trust will maintain a digital currency wallet (the "Digital Wallet") on the Coinbase, Inc. platform that will hold Bitcoin and a fiat currency wallet (the "Fiat Wallet") that will hold U.S. dollars, each in the name of the Trust. The Trust's Bitcoin Custody Account, Digital Wallet and Fiat Wallet The Bitcoin Custodian will maintain a secured and segregated custody account (the "Bitcoin Custody Account"). Under the Bitcoin Custody Agreement, the Bitcoin Custodian will be responsible for maintaining access and security for the Trust s Bitcoin. The Bitcoin Custodian will custody the Bitcoin held in the Bitcoin Custody Account in accordance with the terms of the Bitcoin Custody Agreement. From time to time, in connection with the purchase or sale of Bitcoin by the Trust, the Trust may hold some portion of its cash in its Fiat Wallet. From time to time, in connection with the sale of Bitcoin on behalf of the Trust, the Bitcoin Custodian may transfer Bitcoin from the Bitcoin Custody Account into the Digital Wallet. At the Trust's direction, the Bitcoin not held in the Digital Wallet will be stored in the Bitcoin Custody Account on behalf of the Trust. It is expected that the Bitcoin Custodian will utilize certain security procedures such as passwords, encryption, Internet connectivity, two-factor authentication process, multi-signature wallets or telephone call-backs during the administration and operation of the Trust's Bitcoin Custody Account. The Trust s auditor will have live daily read-only access to the Bitcoin Custody Account and the Market Account, allowing the auditor to monitor deposits and withdrawals, including the associated addresses and fees, and other activity associated with the Market Account. The Bitcoin Custodian will, within five (5) Business Days after each Rebalance Date, provide the Sponsor and the Administrator with an attestation, executed by an executive officer of the Bitcoin Custodian, verifying the amount of Bitcoin that the Bitcoin Custodian is holding in the Bitcoin Custody Account on behalf of the Trust. Cash and Treasury Custodian UMB Bank, N.A. (the "Cash and Treasury Custodian") will, pursuant to the instruction of the Trust, purchase and sell the T-Bills to be held in the name of the Trust and will serve as the Trust's custodian of U.S. dollars and T-Bills pursuant to the terms and provisions of a custody agreement between the Trust and the Cash and Treasury Custodian (the "Cash and Treasury Custody Agreement"). The Trust's Cash and Treasury Account and Cash Account Under the Cash and Treasury Custody Agreement, the Cash and Treasury Custodian will be responsible for administering and maintaining an omnibus custodial account that holds U.S. dollars and T-Bills, in each case, for the benefit of the Trust (the "Cash and Treasury Account"). Pursuant to the instruction of the Trust, the Cash and Treasury Custodian deposits U.S. dollars into the Cash and Treasury Account (i) for the purpose of buying T-Bills, or (ii) from amounts received on account of the sale or maturity of T-Bills. U.S. dollars deposited into the Cash and Treasury Account from the maturity or sale of T-Bills will be swept daily into a deposit account maintained at UMB Bank, N.A. (the "Cash Account"), which will be insured by the Federal Deposit Insurance Corporation ("FDIC") subject to applicable FDIC insurance limits. The Cash and Treasury Custodian withdraws U.S. dollars from the Cash Account (i) at the instruction of the Administrator to pay certain fees and expenses of the Trust, or (ii) at the instruction of the Trust to (a) deposit cash into the Fiat Wallet for the purpose of buying Bitcoin, or (b) deposit cash into the Cash and Treasury Account for the purpose of buying T-Bills. See the "Description of the Cash and Treasury Custody Agreement" for more information.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001751143_atlas_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001751143_atlas_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001751143_atlas_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001752108_reebonz_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001752108_reebonz_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001752108_reebonz_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001753706_whole_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001753706_whole_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0bae7a3b7a54e398baa26e7bfcc53d6bb59d1b7e
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001753706_whole_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus. It may not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the section titled Risk Factors, Act II s Management s Discussion and Analysis of Financial Condition and Results of Operations, Merisant and MAFCO s Management s Discussion and Analysis of Financial Condition and Results of Operations, Unaudited Pro Forma Condensed Combined Financial Statements and the financial statements included elsewhere in this prospectus. Overview We are a global industry-leading platform, focused on the better for you consumer packaged goods ( CPG ) and ingredients space. Our branded products and ingredients are uniquely positioned to capitalize on the global secular consumer shift away from sugar and toward clean label products and natural alternatives. We operate a proven platform organized into two segments, comprised of our operating companies Merisant Company (collectively with its subsidiaries, Merisant ) and Mafco Worldwide LLC (collectively with its subsidiaries and affiliates, Mafco Worldwide, and together with Merisant, Merisant and MAFCO ): Branded CPG, comprised of our Merisant division of operating companies, is a global CPG business focused on building a branded portfolio oriented toward serving customers seeking zero-calorie, low-calorie, natural, no-sugar-added and plant-based products. Our Branded CPG business operates leading brands in the low- and zero-calorie sweetener market, such as Whole Earth, Equal, Canderel and Pure Via, and existing branded adjacencies. Flavors & Ingredients, comprised of our Mafco Worldwide division of operating companies, is our global business-to-business focused operations with a long history as a trusted supplier of essential, functional ingredients to some of the CPG industry s largest and most demanding customers. Our Flavors & Ingredients segment operates as our licorice-derived products business. Our platform can be leveraged to support new product development, further geographic expansion and to pursue M&A activity. We will seek to expand our branded products platform through investment opportunities in the natural alternatives and clean label categories across the global consumer products industry. Over time, we intend to become a portfolio of brands that Open a World of Goodness to consumers and their families. TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 24, 2020 PRELIMINARY PROSPECTUS 10,131,750 Shares of Common Stock 14,631,750 Shares of Common Stock by the Selling Security Holders 5,263,500 Warrants by the Selling Security Holders Whole Earth Brands, Inc. This prospectus relates to (a) the issuance by us of up to 10,131,750 shares of our common stock, par value $0.0001 per share ( common stock ), upon the exercise of the private placement warrants and public warrants, each exercisable to purchase one half of one share of common stock at $5.75 per half share ($11.50 per whole share); and (b) the resale from time to time of (i) an aggregate of 14,631,750 shares of common stock, consisting of (x) 12,000,000 shares of common stock and (y) 2,631,750 shares of common stock issuable upon the exercise of the private placement warrants, and (ii) 5,263,500 private placement warrants by the selling security holders named in this prospectus (each a selling security holder and collectively, the selling security holders ). On June 25, 2020, we consummated the business combination (the Business Combination ) contemplated by that certain Purchase Agreement dated as of December 19, 2019, as amended on each of February 12, 2020, May 8, 2020 and June 15, 2020 (as amended, the Purchase Agreement ), with Flavors Holdings Inc., a Delaware corporation, MW Holdings I LLC, a Delaware limited liability company, MW Holdings III LLC, a Delaware limited liability company, and Mafco Foreign Holdings, Inc., a Delaware corporation and, for the purposes of Amendment Nos. 2 and 3 to the Purchase Agreement, Project Taste Intermediate LLC, a Delaware limited liability company. We are registering the resale of common stock and private placement warrants as required by (i) a registration rights agreement (the registration rights agreement ) entered into by and between us and Act II Global LLC, a Delaware limited liability, and (ii) certain subscription agreements we entered into with certain private placement investors in connection with the Business Combination. We will receive the proceeds from the exercise of the warrants but not from the resale of the common stock or warrants by the selling security holders. We will bear all costs, expenses and fees in connection with the registration of the common stock and warrants. The Selling Security Holders will bear all commissions and discounts, if any, attributable to their respective sales of the common stock and warrants. Investing in our common stock or warrants involves risks that are described in the Risk Factors section beginning on page 9 of this prospectus. Our common stock and warrants are listed on The Nasdaq Stock Market ( Nasdaq ) under the symbols FREE and FREEW, respectively. On July 23, 2020, the closing sale price of our common stock was $7.88 per share, and the closing sale price of our warrants was $0.80 per warrant. We are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, and as such, are subject to certain reduced public company reporting requirements. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2020. TABLE OF CONTENTS Competitive Strengths Global Leader in the Tabletop Zero-Calorie Sweetener Category Our Branded CPG segment is a global leader in the tabletop zero-calorie sweetener category. We have an established, highly recognizable portfolio of leading brands in large and growing markets across the globe. Legacy brands Equal and Canderel have an approximate 40-year sales history and hold the #1 rank in most of our key markets, putting them among the most recognized tabletop sweetener brands in the world. Management estimates brand awareness is between 80% and 95% in our top markets. Our portfolio also includes two rapidly growing brands targeting the high-growth natural sweetener category, Whole Earth and Pure Via . Both Whole Earth and Pure Via are in the early stages of their growth and are supported by cost-effective marketing and promotional spend. Leading Global Manufacturer of Natural Licorice Extract and Derivative Products Our Flavors & Ingredients segment is the world s leading manufacturer of licorice extract and derivative products. For over 150 years, the business has played a key role as a supplier of licorice products and has developed valuable, long-term relationships with many key customers, including large, domestic tobacco companies and global flavor house companies. We maintain this position by delivering high-quality licorice extract and derivative products that meet our customers strict requirements and by providing a high level of security of supply and superior service to our customers. Historically, the extracts and derivatives businesses of Merisant and MAFCO consistently secured multi-year contracts, illustrating the strategic importance of our products within customer supply chains. Management expects to continue to secure multi-year contracts going forward. Diversified Customer Base Serving a Variety of End Markets We maintain a large and diverse global customer base across the Branded CPG and Flavors & Ingredients segments. In 2019, no single customer accounted for more than 10% of our total sales. Management has identified significant opportunities for increasing the customer base via geographic expansion, distribution gains and product innovation. Low Capital Expenditure Requirements and Attractive Cash Flow Generation Profile We operate with low capital expenditure requirements. The stable free cash flow profile of our business provides flexibility to drive growth through research and development, brand investment and acquisitions. Branded CPG cash flows benefit from strong brand equity and robust margins. Furthermore, Flavors & Ingredients cash flows benefit from certain barriers to entry, such as long-term customer relationships and an integrated supply chain. Recent restructuring initiatives across both the Branded CPG and Flavors & Ingredients segments support margin gains and help maintain attractive free cash flow conversion going forward. Global Platform Serving Over 100 Countries We serve customers in over 100 countries, with robust infrastructure in place to support these operations and grow our business. We have five manufacturing sites serving our Flavors & Ingredients segment and one manufacturing site serving our Branded CPG segment. In addition, we utilize a global network of 20 co-manufacturers and a strong and scalable distribution network of third-party logistics companies and distributors that can support a growing business. Our management team has strong global relationships with many customers and channels, including grocery, club stores, distributors and food service operators across a number of key geographies that accelerates new product placement and will help us expand our presence in currently under-penetrated markets, such as India and China. Proven Management Team We have an experienced management team that intends to execute on various value creation strategies honed at The Hain Celestial Group, Inc. (Nasdaq: HAIN) ( Hain Celestial ), PepsiCo, Inc. (Nasdaq: PEP), TABLE OF CONTENTS and other successful CPG companies. We are led by our Chief Executive Officer, Albert Manzone, who is supported by Chief Financial Officer, Andy Rusie, and President of Flavors & Ingredients, Luke Bailey. In addition, Irwin D. Simon, founder and former Chief Executive Officer of Hain Celestial, serves as our Executive Chairman. Growth Strategies Continue to Drive Product Innovation and Selected Product Extensions Our management team focuses on product innovation in both fast-growing, natural products (Whole Earth, Pure Via ) and the artificial business (Equal, Canderel ). Recent product launches across various geographical markets have been well-received by consumers, and we believe that sales of new products will continue to have a positive impact on revenue going forward. In the Branded CPG segment, the recently-launched and soon-to-be-launched product pipeline includes: Flavors: French Vanilla and Pumpkin Spice sold under the Equal brand name Functionals: Vitamins, caffeine and anti-inflammatory (turmeric) sold under both the Equal and Whole Earth brand names Baking Products: Sweeteners using erythritol, allulose and monk fruit sold under the Whole Earth brand names Sugar-Laden Adjacencies: Jams, chocolate and granola sold under the Pure Via, Canderel and Whole Earth brand names In our Flavors & Ingredients segment, we sell over 400 customer-specific licorice products, which are used across a wide variety of end markets and applications. We are able to adapt to changing market conditions, and our management team has identified opportunities for continued research and development, and expansion of product offerings as consumer preferences shift towards natural products. Licorice derivatives, including our trademark line of Magnasweet products, are widely used in low-calorie, low-salt and low-fat food and beverage applications. Licorice derivatives have specific functional properties that solve problems for product developers across a wide range of applications. In food and beverage applications, licorice derivatives are effective as flavoring agents and are used for masking undesirable TABLE OF CONTENTS tastes and enhancing, intensifying and prolonging sweetness and other flavors. Our licorice derivatives are also important functional ingredients in personal care products, principally for their moisturizing properties, and are used to help soothe topical skin conditions and irritations. In cosmetics, they are used for skin smoothing and to brighten skin appearance. In pharmaceuticals, licorice derivatives are used in a variety of products such as over-the-counter cough medicines, gastrointestinal and liver medications. Support North American Growth with Natural Product Sales, New Product Innovation Launches, and Distribution Gains We have a strong market presence in North America, which is enhanced by growth in consumer demand for natural products, new product innovation and distribution gains. Our Branded CPG division s North American net sales grew 2% in 2019, outperforming key competing brands in the retail grocery sales channel in 2019. The primary driver was increased sales of Whole Earth branded products and new innovation launches for products under the Equal brand. We believe that there is a large opportunity for growth in North America and that we have benefited from contacts and relationships in the natural retailer channel, and increased brand support and reinvestment of cash flow. These efforts are intended to drive retailer support and engagement with club stores and super regional grocers to help increase distribution of our new products. Higher brand support is intended to engage consumers in a targeted way to increase product awareness amongst natural affinity groups. In addition, we believe there is an opportunity to grow our brands during the COVID-19 period as consumers have a greater need for in-home consumption. This includes usage of our products in hot beverages like coffee and tea as well as our baking products. Support Continued Growth in Developing Economies and Entrance Into New Geographies Sugar-related health problems are becoming a critical concern to governments and populations in developing economies as diabetes and obesity rates rise. Our management team believes that the need for solutions, together with rising incomes in these geographies, represent macro tailwinds driving local consumers to seek alternatives to sugar. Positive consumption and awareness trends are driving sweetener penetration rates and expanding the category in these countries. Moreover, consumer affinity for developed economy brands such as Equal and Canderel, position them as premier products. We focus on accelerating brand-building, innovation and marketplace execution in geographies where Equal and Canderel are considered premier brands. In the Latin America and Asia Pacific regions, adoption of our original products has been strong and, on a constant currency basis, net sales grew 5% and 8%, respectively, in 2019. In addition, we are expected to have significant new opportunities for growth in India and China. We believe that we are underpenetrated in these two large markets and that our management team can help increase distribution by accessing prior relationships. Supplement Organic Growth with Targeted Tuck-In M&A Our management team and board of directors have significant experience in executing and integrating M&A transactions and view targeted tuck-in M&A as a core part of our value creation strategy. Our directors and officers maintain a robust list of potentially actionable acquisition opportunities across end markets to build scale, strengthen market position, enter new geographies globally, and expand into new product verticals. These potential targets cover both the Branded CPG and Flavors & Ingredients segments and include companies in a variety of sizes and geographies. Our Business Segments Overview Our Branded CPG and Flavors & Ingredient segments are managed and organized through our indirect and wholly-owned subsidiaries, Merisant Company (collectively with its subsidiaries, Merisant ) and Mafco Worldwide LLC (collectively with its subsidiaries and affiliates, Mafco Worldwide, and together with Merisant, Merisant and MAFCO ), respectively. TABLE OF CONTENTS Our Merisant and MAFCO operating companies are organized in a way that leverages long histories of brand leadership across their respective product categories, which allows us to align our product and commercial strategies to meet the needs of a broad set of consumers, and facilitates an efficient and effective innovation pipeline. Merisant Merisant is a worldwide leader in tabletop zero-calorie and low-calorie sweeteners. Merisant manufactures, markets and distributes packaged zero-calorie and low-calorie tabletop sweeteners for the domestic and international consumer food markets, primarily under the Whole Earth, Equal, Canderel and Pure Via brands. Merisant distributes its products via the retail, food service and e-commerce channels. Merisant does not make or sell ingredients. A summary of Merisant s flagship brands includes: Whole Earth : A fast growing, global low-calorie sweetener brand in the natural segment of the market, primarily marketed in North America, Australia and New Zealand. Equal : primarily marketed in North America, the Asia/Pacific region, and Latin America. Canderel : primarily marketed in Europe, Africa and the Middle East. Pure Via : A fast growing, global low-calorie sweetener brand in the natural segment of the market, primarily marketed in Western Europe. Since the introduction of the original Canderel and Equal products in 1979 and 1982, respectively, Merisant and its predecessor entities have offered consumers high quality alternatives to sugar for daily use. As the global health crisis related to sugar consumption continues to grow, consumers remain focused on finding substitutes for tabletop sugar and sugar-laden products. In recent years, Merisant has met consumer demand by introducing new natural sweeteners made from stevia and naturally derived sugar alcohols under Whole Earth and Pure Via brands (as well as under the Canderel and Equal brands) and introduced low- or no-sugar alternatives to traditionally sugar-laden products such as chocolate, jams, granola, and cereal bars. These initiatives have further established Merisant as a leader in the better for you movement away from sugar. Mafco Worldwide Founded in 1850, Mafco Worldwide has been a leading global manufacturer and supplier of licorice derivative and extract products, primarily serving beverage, confectionary, cosmetic, food, nutritional, pharmaceutical, personal care and tobacco end markets. Mafco Worldwide s products provide a variety of solutions to its customers including flavoring enhancement, flavor / aftertaste masking, moisturizing, product mouth feel modification and skin soothing characteristics. A summary of Mafco Worldwide s products includes: Derivative Products: Derivative products are based on a unique compound found only in licorice root, glycyrrhizic acid. Mafco Worldwide sells derivative products both as a line of proprietary compound flavors under the Magnasweet brand as well as in a pure isolated form. Extract Products: Extract products are a concentrated form of the water-soluble extractible solids from the raw licorice root. Once extraction is complete, the extract is converted into powder, semi-fluid or blocks, depending on the customer s requirements. Mafco Worldwide s ability to reliably deliver a consistent, highly customized, superior product has been at the core of its longevity and long-term customer relationships. As of December 31, 2019, Mafco Worldwide sells over 400 customer-specific licorice products, consistently meeting demanding taste, chemical, physical, microbiological and regulatory specifications and standards. Mafco Worldwide s ability to deliver this breadth of products is due to its extensive knowledge and experience with the raw material sourcing and manufacturing processes. This is further supported by Mafco Worldwide s industry-leading supply security and availability, which consists of best-in-class supply chain capabilities, long-standing relationships with key raw material suppliers, and maintenance of substantial raw material reserve inventory around the world. TABLE OF CONTENTS Emerging Growth Company We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of our initial public offering, (b) in which we have total annual revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001757097_centogene_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001757097_centogene_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e055185d2202791b2517f791087fce49a28f4cfc
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001757097_centogene_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus and in the documents incorporated herein by reference. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus carefully, including (i) the section "Risk Factors" in this prospectus, (ii) any related free writing prospectus, (iii) the section "Management's Discussion and Analysis of Financial Condition and Results of Operations" included as exhibit 99.3 to Form 6-K, furnished to the SEC on June 15, 2020 and incorporated herein by reference, (iv) the section titled "Risk Factors" in our annual report for the year ended December 31, 2019 on Form 20-F, filed with the SEC on April 23, 2020 (the "Annual Report"), which is also incorporated herein by reference, including our audited consolidated financial statements and the notes thereto, and (v) the other information incorporated herein by reference, before deciding to invest in our common shares. Overview We are a commercial-stage company focused on rare diseases that transforms real-world clinical and genetic data into actionable information for patients, physicians and pharmaceutical companies. Our goal is to bring rationality to treatment decisions and to accelerate the development of new orphan drugs by using our knowledge of the global rare disease market, including epidemiological and clinical data and innovative biomarkers. We have developed a global proprietary rare disease platform based on our real-world data repository with approximately 3.0 billion weighted data points from over 530,000 patients representing 120 different countries as of March 31, 2020, or an average of over 630 data points per patient, to draw upon for insight. Our platform includes multi-omic data (such as epidemiologic, phenotypic, proteomic, metabolomic and genetic data) that reflects a global population, and also a biobank of these patients' blood samples. We believe this represents the only platform that comprehensively analyzes multi-level data to improve the understanding of rare hereditary diseases, which can aid in the identification of patients and improve our pharmaceutical partners' ability to bring orphan drugs to the market. As of March 31, 2020, we collaborated with 39 pharmaceutical partners for over 45 different rare diseases. In addition, as of March 31, 2020, we had over 60 biomarker programs, of which 33 were used in connection with our pharmaceutical collaborations. A rare disease, by definition in the United States, is a disease that affects 200,000 or fewer people. However, with over 7,000 currently identified rare diseases, they in aggregate affect more than 350 million people globally. Rare diseases can be severe and often take years to diagnosis on average it takes six to eight years for a patient with a rare disease to be diagnosed. This underscores the significant unmet need for high-quality genetic information in the rare disease space for the early identification and effective treatment of patients. Despite legislative initiatives and continued investment in rare disease drug development, significant unmet need still exists. Of the 7,000 identified rare diseases, it is estimated that 80%, or 5,600, have a genetic origin and, of these rare hereditary diseases, only approximately 250 rare hereditary diseases, or less than 5%, have an FDA approved treatment. One of the greatest challenges in the development of cost-effective treatments for rare diseases is the timely and adequate recruitment of eligible trial participants. According to a 2019 study of uncompleted rare disease trials registered on Clinicaltrials.gov, 32% cited that the main reason for the non-completion of their clinical trials was a lack of patients enrolled in the trials. Rare disease drug development face challenges and is constrained by a number of factors including: a lack of high-quality information regarding the clinical heterogeneity of medical symptoms, lack of comprehensive and curated medical data, difficulties in the early identification of patients, lack of biomarkers and difficulties in understanding market size and epidemiology. We have an integrated approach with a detailed, global understanding of the genetic basis and the clinical phenotype of rare hereditary diseases, which we believe will unlock the ability to target rare FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents ABOUT THIS PROSPECTUS Unless otherwise indicated or the context otherwise requires, all references in this prospectus to "Centogene" or the "Company," "we," "our," "ours," "us" or similar terms refer to Centogene N.V. or Centogene N.V. together with its subsidiaries, as the context may require. We are incorporated in the Netherlands, and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the U.S. Securities and Exchange Commission (the "SEC"), we are currently eligible for treatment as a "foreign private issuer." As a foreign private issuer, among other things, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). PRESENTATION OF FINANCIAL INFORMATION We report under International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board (the "IASB"). We present our consolidated financial statements in accordance with IFRS. We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. Our financial statements included in this prospectus are presented in euro and, unless otherwise specified, all monetary amounts are in euro. All references in this prospectus to "$", "U.S. dollars" and "dollars" means U.S. dollars and all references to " ", "EUR" and "euro" mean euro, unless otherwise noted. In this prospectus, unless otherwise indicated, some euro amounts have been translated into U.S. dollars at the rate of $1.1016 to 1.00, the official exchange rate quoted as of March 31, 2020 by the U.S. Federal Reserve Bank. For information related to our initial public offering, which closed on November 12, 2019, have been translated into U.S. dollars at the rate of $1.1129 to 1.00, the official exchange rate quoted as of October 17, 2019 by the U.S. Federal Reserve Bank. For information on the exchange rate used for Centogene's consolidated financial statements as of December 31, 2018 and 2019 and for the three years ended December 31, 2017, 2018 and 2019, please see "Note 5(a) Foreign currency and currency translation" to such consolidated financial statements included in our annual report for the year ended December 31, 2019 on Form 20-F, filed with the SEC on April 23, 2020, incorporated by reference in this prospectus. We have historically conducted our business through Centogene AG (which is now known as Centogene GmbH), and therefore our historical financial statements present the results of operations and financial condition of Centogene AG and its controlled subsidiaries. In connection with our initial public offering, Centogene N.V. became the holding company of Centogene AG, and the historical consolidated financial statements of Centogene AG became the historical consolidated financial statements of Centogene N.V. Centogene AG was acquired by Centogene B.V., which subsequently converted into Centogene N.V., on November 7, 2019, as part of our corporate reorganization, and the historical consolidated financial statements of Centogene AG included in this prospectus became the historical consolidated financial statements of Centogene N.V. On March 5, 2020, the Company resolved that Centogene AG shall be converted into a German limited liability company and renamed Centogene GmbH. Such conversion became effective upon the registration in the German commercial register on June 29, 2020. TRADEMARKS CENTOGENE is our main trademark. The trademarks, trade names and service marks appearing in this prospectus are property of their respective owners. Solely for convenience, the Table of Contents diseases and provide critical knowledge that will guide drug development and monitoring, and ultimately improve patient care. Our business is comprised of complementary solutions for both physicians and their patients, as well as pharmaceutical companies. Our diagnostics solution typically starts with specialist physicians requesting diagnostic information to identify or confirm a rare disease by sending us their patients' blood samples on our proprietary dried blood spot collection kit that bears the European Conformity Marking (the "CE Mark") the CentoCard. With highly advanced technology, our proprietary database and our team of medical experts, we then deliver reports back to the physicians that contain what we believe is critical information containing genetic, proteomic, metabolomic information, or some combination, depending on what is most salient for each case. We also input this data to our CentoMD platform, which enriches our understanding of rare diseases broadly. For our pharmaceutical partners, we are able to provide various valuable information using our platform. For instance, with the access to the data in our repository and biomaterials in our biobank, we have successfully developed biomarkers by applying highly sophisticated tools, including mass spectrometry technologies, together with artificial intelligence capabilities in an efficient and cost effective manner. Since early 2020, we also started to pursue a metabolomics approach for establishing a biomarker discovery pipeline for rare hereditary disease. Our approach to developing biomarkers incorporates a tandem mass spectrometry (ion mobility quadrupole time-of-flight mass spectrometry) methodology and artificial intelligence, which has proven expertise in the identification of new biomarkers. Biomarker candidates are validated and optimized in epidemiological clinical trials and facilitated by simple sample logistics with the CentoCard. Our platform integrates all relevant structured and unstructured patient data (clinical information/health records, genetic, transcriptomic, proteomic, metabolomic data (including DNA, RNA, Proteome, Metabolite profile or Metabolome), and especially longitudinal data (e.g., biomarker or patient recorded outcome, also referred to as "real world data"), as well as diagnostic workflow data. Therefore, artificial intelligence plays an important role in biomarker discovery by finding statistical relationships faster, drawing more exact conclusions about relationships in the data, and discovering patterns that cannot be found with traditional methods. Furthermore, the discovery phase can be initiated with existing biomaterials with the patients' consent and, consequently no clinical study is necessary, which reduces the time and cost significantly. Biomarkers are important in orphan drug development as well as post-commercialization monitoring, by demonstrating the efficacy of the drugs, performing longitudinal monitoring and informing necessary titration for individual rare disease patients. As of March 31, 2020, we had over 60 biomarker programs, with over 25 biomarker programs (covering more than 22 diseases) having completed the first step of validation using mass spectrometry. In addition, biomarkers covering eight rare diseases (AADC deficiency, hereditary angioedema (HAE), Fabry disease, Farber disease, Gaucher disease, Gaucher disease atypical, Niemann-Pick disease (NPD) A/B and NPD type C) were used as clinical diagnosis in our diagnostics segment. Our database is also valuable beyond drug discovery as the biomarkers can be relevant for patient stratification and monitoring. Our database has multiple additional applications such as patient identification for therapeutic trials and treatment. For example, identifying patients with a specific rare disease that are eligible for a clinical trial, which can reduce the time of clinical trial patient enrollment for our pharmaceutical partners. Reducing this enrollment time is often critically important in rare diseases as the small number of patients of each disease can cause long enrollment periods. We were founded in 2006 in Rostock, Germany and as of March 31, 2020 had approximately 500 highly qualified personnel (including consultants) across offices in Austria, Germany, India, the United Arab Emirates and the United States, from over 55 nationalities. We generated total revenue of CENTOGENE N.V. (Exact Name of Registrant as Specified in Its Charter) Not Applicable (Translation of Registrant's name into English) The Netherlands (State or Other Jurisdiction of Incorporation or Organization) 8071 (Primary Standard Industrial Classification Code Number) Not Applicable (I.R.S. Employer Identification Number) Am Strande 7 18055 Rostock, Germany +49 (381) 80113400 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Table of Contents trademarks and trade names in this prospectus are referred to without the symbols and , but such references should not be construed as any indication that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. MARKET, INDUSTRY AND OTHER DATA Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market size estimates, is based on information from independent industry analysts, third-party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us based on such data and our knowledge of such industry and market, which we believe to be reasonable. In addition, while we believe the market opportunity information included in this prospectus is generally reliable and is based on reasonable assumptions, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the heading "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements." Table of Contents 40.5 million and 48.8 million in the years ended December 31, 2018 and 2019, respectively, and of 10.7 million and 12.1 million in the three months ended March 31, 2019 and 2020, respectively. We also incurred total comprehensive losses attributable to equity holders of Centogene of 11.0 million and 20.7 million in the years ended December 31, 2018 and 2019, respectively, and of 5.2 million and 8.6 million in the three months ended March 31, 2019 and 2020, respectively. Our Platform An Integrated, Knowledge-Based System To deliver on this vision, we have developed a global real-world data based proprietary platform that we believe will improve methods for identifying and monitoring rare diseases and provide solutions that accelerate the development of orphan drugs. At the core of our platform is our data repository, which includes epidemiologic, phenotypic and heterogenetic data, and allows us to assemble an extensive knowledge base in rare hereditary diseases. We collect this detailed level of data in our repository through our easy-to-use CentoCard, a CE-Marked dried blood spot collection kit, captures blood samples of potential rare disease patients with a low cost of distribution, accompanied by the patients' medical histories and completed consent forms from the physicians. The data is then validated by professionals using a systematic and scientific approach prior to feeding it into our repository and our central CentoMD database, which we believe is the world's largest curated mutation database for rare diseases. As of March 31, 2020, our CentoMD 5.7 database includes curated data from over 400,000 patients from over 120 countries. We have received express consent from the majority of patients allowing us to retest their biomaterials in our biobank, with over 12.2 million unique variants and over 3,700 disease-associated phenotypes. This systematic and thorough process results in information-based services that are beneficial for our pharmaceutical partners. This includes the ability to derive diagnostic solutions to accurately identify rare disease patients and the ability to identify new biomarkers, which help streamline and accelerate the path to approval for new drugs. As we facilitate the development of new drugs and the identification of more patients, an increasing number of patients are involved in clinical trials, which leads to even more diagnostic information being added to our repository. This synergistic model allows us to continuously enhance our own expertise and support pharmaceutical knowledge in the rare disease field. A graphical description of our system is shown below: Cogency Global Inc. 122 E 42nd Street, 18th Floor New York, New York 10168 +1 (800) 221-0102 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Table of Contents The strengths of our platform include the following: Extensive repository to identify rare disease patients, containing multi-omic data from over 530,000 patients, together with the biomaterials of these patients; Ethnically diverse datasets with patients from over 120 countries; Highest level of quality through data curation and process standardization; and Enhancement of biomarker discovery. Our Solutions Pharmaceutical Our pharmaceutical segment provides a variety of services to our pharmaceutical partners, including early patient recruitment and identification, epidemiological insights, biomarker discovery, diagnostics for our pharmaceutical partners and patient monitoring. Our information platforms, our access to rare disease patients and our ability to develop proprietary technologies including biomarkers enable us to provide services to our pharmaceutical partners in all phases of the drug development process as well as post-commercialization. Revenues in our pharmaceutical segment are generated primarily from collaboration agreements with our pharmaceutical partners, which are structured on a fee per sample basis, milestone basis, fixed fee basis, royalty basis or a combination of these. For the year ended December 31, 2019, 21.5 million, or 44.1%, of our total revenues were derived from our pharmaceutical segment. For the three months ended March 31, 2020, 4.6 million, or 37.6%, of our total revenues were derived from our pharmaceutical segment. Diagnostics Our clinical diagnostics segment provides targeted genetic sequencing and diagnostics services to patients through our distribution partners and clients, who are typically physicians, labs or hospitals. As of March 31, 2020, we believe we offer the broadest diagnostic testing portfolio for rare diseases, covering over 7,000 genes using over 10,000 different tests. Revenues from our diagnostics segment are typically generated by set fees per diagnostic test or per bundle of diagnostic tests under contracts with our clients. In turn, the data and biomaterials collected from our diagnostic services allow us to continue to grow our repository and our CentoMD database. For the year ended December 31, 2019, 27.3 million, or 55.9%, of our total revenues were derived from our diagnostics segment. For the three months ended March 31, 2020, 7.5 million, or 62.4%, of our total revenues were derived from our diagnostics segment. Strategy Our objective is to improve the diagnosis and treatment of rare diseases by transforming real-world clinical and genetic data into actionable information for patients, physicians, and pharmaceutical companies, and unlocking critical knowledge that will guide and accelerate orphan drug development. To achieve this objective, our strategy is to: Transform the rare disease landscape by applying precision medicine more comprehensively. Further our leadership position in rare diseases and continue to build upon the largest, most comprehensive repository for rare diseases patient data. Accelerate the discovery and development of orphan drugs for new and existing pharmaceutical partners. Gain further insights and knowledge through the use of artificial intelligence to accelerate orphan drug development. Copies of all communications, including communications sent to agent for service, should be sent to: Leo Borchardt Davis Polk & Wardwell London LLP 5, Aldermanbury Square London EC2V 7HR United Kingdom +44 (20) 7418-1300 Paul van der Bijl NautaDutilh N.V. Beethovenstraat 400 1082 PR Amsterdam The Netherlands +31 (20) 717-1000 Michael D. Maline Edwin M. O'Connor Goodwin Procter LLP 620 Eighth Avenue New York, NY 10018 +1 (212) 813-8800 Table of Contents Recent Developments Update on the COVID-19 pandemic The COVID-19 pandemic, which began in December 2019 in China, has spread across the globe and caused significant disruptions to the society and economy. Different measures, such as quarantines, maintaining social distance, travel restrictions and closure of borders have been implemented by many governments only with the aim to avoid continuous outbreak of the disease. As part of our initiative to assist local, national and international authorities in their efforts to facilitate the earliest possible diagnosis of COVID-19 and thereby contribute to allowing society to return to a "new" normal, we have commenced testing for COVID-19 in March 2020. Starting from the Mecklenburg-Western Pomerania region of Germany focusing on employees and essential workers in Rostock, we further expanded the test offering to nursing homes as well as to high school students in Germany. Since May 2020, we are offering our test to the rest of the world and are in the process of seeking appropriate approvals to comply with local rules and regulations. Some of these initiatives are offered free of charge by us, while some of them are in collaboration with the state government and other companies. On June 7, 2020, we entered into a collaboration with the OESIS Network Inc., a network of more than 600 schools across the U.S., to conduct COVID-19 screening in schools. On July 1, 2020, the U.S. Food and Drug Administration ("FDA") granted the emergency use of our reverse transcription polymerase chain reaction (RT-PCR) test on individuals suspected of having COVID-19 by their healthcare providers for the detection of SARC-CoV-2 by CLIA certified laboratories. To support the expansion of our test offering, we acquired laboratory facilities and equipment for a total consideration of 1.8 million and leased laboratory space in Hamburg, Germany, in April 2020. In addition, we commenced the production and distribution of a sample collection kit for COVID-19 test, CentoSwab. Although we are taking a series of measures aiming to minimize the disruptions to the business and operations, and the provision of testing for the COVID-19 virus is anticipated to generate additional revenues to us, the impact of the pandemic to the global economy, international trade and business activities may also have a negative impact to our operating results. In particular, they could result in increased costs of execution with regards to operational plans. In addition, COVID-19 may disrupt our supply chain, particularly as it relates to the United States (from where a significant proportion of our sequencing products are sourced) as well other countries in which we operate and from where we receive tests, and otherwise adversely affect international trade and business activities. The impact of COVID-19 will depend on future developments, which are highly uncertain and cannot be predicted, such as the duration of the pandemic, the probability of occurrence of second outbreak, the ultimate impact on financial markets and the global economy. Accordingly, we are unable to provide a reasonable estimate of the related financial impact at this time. Risks Associated with Our Business Our business is subject to a number of risks of which you should be aware before making an investment decision. You should carefully consider all of the information set forth in this prospectus. In particular, you should evaluate the specific factors set forth in Exhibit 99.4 to our report on Form 6-K, furnished to the SEC on June 15, 2020 and the heading "Item 3. Key Information D. Risk Factors Certain Factors Relating to Our Business and Strategy" in our Annual Report, each incorporated by reference herein. These risks include the following: We may fail to generate sufficient revenue from our relationships with our clients or pharmaceutical partners to achieve and maintain profitability; The COVID-19 pandemic could adversely impact our business and results of operations; Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Table of Contents We may fail to maintain our current relationships with pharmaceutical companies, or enter into new relationships on a similar scale; Because the identified patient populations for rare diseases are relatively small, it may be difficult to successfully identify patients for our pharmaceutical partners; We are dependent on uninterrupted access to highly specialized laboratory facilities, storage facilities and equipment, and depend upon our information technology systems and a limited number of suppliers for some of our laboratory equipment; The loss or transition of any member of our senior management team, in particular our current CEO, or our inability to attract and retain new talent, could adversely affect our business; The knowledge and interpretation-based solutions we provide to our pharmaceutical partners may not achieve significant commercial market acceptance, and any failure to keep pace with the rapidly evolving industry in which we operate could make us obsolete; We derive a large proportion of our revenues from agreements with a limited number of pharmaceutical partners and clients; We may be adversely impacted by volatile, negative or uncertain economic, political or social conditions and the effects of these conditions on our pharmaceutical partners' and diagnostics clients' businesses and levels of business activity; International expansion of our business exposes us to new and complex business, regulatory, political, operational, financial, and economic risks, and our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements, and violation of these requirements could harm our business; We may be unable to obtain, maintain, protect and enforce patent and other intellectual property protection for any products or solutions we develop and for our technology, or the scope of intellectual property protection obtained may not be sufficient; If we are unable to protect the confidentiality of our trade secrets, know-how, and other confidential and proprietary information, our business and competitive position would be harmed; and We have broad discretion in the use of the net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investment. Corporate Information Our principal executive offices are located at Am Strande 7, 18055 Rostock, Germany. Our telephone number at this address is +49 (381) 80113400. Investors should contact us for any inquiries through the address and telephone number of our principal executive office. Our principal website is www.centogene.com. We make our periodic reports and other information filed with or furnished to the SEC, pursuant to Section 13(a) or 15(d) of the Exchange Act, available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. The SEC maintains a website at http://www.sec.gov that contains reports and other information regarding issuers that file electronically with the SEC. Information on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus. We have included our website address as an inactive textual reference only. CALCULATION OF REGISTRATION FEE Title Of Each Class Of Securities To Be Registered Amount To Be Registered(1) Proposed maximum offering price per share(3) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common shares, par value 0.12 per share 4,025,000 $21.10 $84,927,500 $11,023.59 (1)Includes 525,000 additional common shares that the underwriters have the option to purchase from the selling shareholders. (2)Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended. Includes the offering price of additional shares that the underwriters have the option to purchase from the selling shareholders. (3)Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low sales prices of the common shares as reported on the Nasdaq Global Market on June 29, 2020. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine. Table of Contents Implications of Being an Emerging Growth Company As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include: the ability to present only two years of audited financial statements in addition to any required interim financial statements and correspondingly reduced disclosure in operating and financial review and prospects in our Annual Report, which is incorporated by reference herein; exemption from the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), in the assessment of our internal controls over financial reporting; and to the extent that we no longer qualify as a foreign private issuer, (i) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (ii) exemptions from the requirements of holding a non-binding advisory vote on executive compensation, including golden parachute compensation. We may take advantage of these exemptions for up to five years or until such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earliest to occur of (i) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; (ii) the date we qualify as a "large accelerated filer" with at least $700 million of equity securities; (iii) the issuance, in any three-year period, by our company of more than $1.0 billion in nonconvertible debt securities held by non-affiliates; and (iv) the last day of the fiscal year ending after the fifth anniversary of our initial public offering. We may choose to take advantage of some but not all of these reduced burdens. For example, we took advantage of the exemption from auditor attestation on the effectiveness of our internal control over financial reporting in our Annual Report. Accordingly, the information that we provide to shareholders may be different than you might obtain from other public companies. In addition, Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act") for complying with new or revised accounting standards. Given that we currently report and expect to continue to report under IFRS as issued by the IASB, we have irrevocably elected not to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB. Since IFRS makes no distinction between public and private companies for purposes of compliance with new or revised accounting standards, the requirements for our compliance as a private company and as a public company are the same. Implications of Being a Foreign Private Issuer We are also considered a "foreign private issuer." In our capacity as a foreign private issuer, we are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, members of our management board, supervisory board and our principal shareholders are exempt from the reporting and "short-swing" profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our common shares. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. Table of Contents The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Preliminary Prospectus (Subject to Completion) Dated July 7, 2020 3,500,000 Shares CENTOGENE N.V. Common Shares Table of Contents In addition, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information. We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We will remain a foreign private issuer until such time that more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of the members of our management board or supervisory board are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. We have taken advantage of certain reduced reporting and other requirements in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies. We are offering a total of 2,000,000 common shares and the selling shareholders identified in this prospectus are offering a total of 1,500,000 common shares. We will not receive any proceeds from the sale of common shares by the selling shareholders. On July 2, 2020, the last reported sale price of our common shares on the Nasdaq Global Market was $24.50. The final public offering price will be determined through negotiation between us and the lead underwriters in the offering and the recent market price used throughout the prospectus may not be indicative of the final offering price. Our common shares are listed on the Nasdaq Global Market under the symbol "CNTG". We are both an "emerging growth company" and a "foreign private issuer" as defined under the federal securities laws and, as such, will be subject to reduced public company reporting requirements. See "Summary Implications of Being an Emerging Growth Company" and " Implications of Being a Foreign Private Issuer." Per Share Total Public offering price Underwriting discounts and commissions Proceeds, before expenses, to us Proceeds, before expenses, to the selling shareholders (1)We refer you to "Underwriting" beginning on page 76 for additional information regarding underwriting compensation. The selling shareholders identified in this prospectus have granted the underwriters the right for 30 days from the date of this prospectus to purchase up to an additional 525,000 common shares from the selling shareholders, at the public offering price, less underwriting discounts and commissions. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001760683_east_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001760683_east_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1b746132710016c969b462d9e7eee32306ce90fb
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001760683_east_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus: references to we, us or our company refer to East Stone Acquisition Corporation, a BVI business company with limited liability; references to our anchor investors refer to Hua Mao and Cheng Zhao, who are purchasing our anchor units; references to our anchor units refer to an aggregate of 108,000 units we are selling privately to the anchor investors simultaneously with the closing of this offering; references to the BVI refer to the British Virgin Islands; references to the representative units refer to the 48,750 units (or 75,000 if the over-allotment is exercised in full) we are selling privately to I-Bankers and/or its designees simultaneously with the closing of this offering; references to the Companies Act and the Insolvency Act refer to the BVI Business Companies Act, 2004 and the Insolvency Act, 2003 of the British Virgin Islands, respectively and in each case as amended; references to founder shares refer to the 2,875,000 ordinary shares currently held by the initial shareholders (as defined below), which include up to an aggregate of 375,000 ordinary shares subject to forfeiture by our sponsor to the extent that the underwriters over-allotment option is not exercised in full or in part; references to our initial shareholders refer to our sponsor (as defined below), Navy Sail International Limited, a BVI business company with limited liability, of which our Chairman and Chief Financial Officer, Mr. Chunyi (Charlie) Hao, is the sole director, and any of our officers or directors that hold founder shares; references to our insider units refer to the 167,000 units we are selling privately to our sponsor and/or its designees simultaneously with the closing of this offering; references to our management or our management team refer to our officers and directors; references to private units refer to the insider units, the anchor units and the I-Bankers units; references to ordinary shares refer to the ordinary shares of no par value in the company; references to private shares, private rights and private warrants refer to the ordinary shares, rights and warrants, respectively, included within the private units; references to public rights refer to the rights sold as part of the units in this offering (whether they are subscribed for in this offering or in the open market); references to our public shares refer to ordinary shares which are being sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and references to public shareholders refer to the holders of our public shares, including our initial shareholders to the extent our initial shareholders purchase public shares, provided that their status as public shareholders shall exist only with respect to such public shares; references to our public warrants refer to the redeemable warrants which are being sold as part of the units in this offering (whether they are subscribed for in this offering or in the open market); 1 references to public units refer to the units in this offering (whether they are subscribed for in this offering or in the open market); references to our rights refers to the rights which are being sold as part of the units in this offering as well as the concurrent private placement; references to our sponsor refer to Double Ventures Holdings Limited, a BVI business company with limited liability, the sole director of which is Chunyi (Charlie) Hao, our Chairman and Chief Financial Officer; and references to our warrants refer to our redeemable warrants, which includes the public warrants as well as the private warrants and warrants underlying units issued upon conversion of working capital loans to the extent they are no longer held by the initial purchasers of the private warrants or members of our management team (or their permitted transferees), in each case after our initial business combination. In January 2020, we performed a share split whereby each ordinary share was sub-divided into two shares, resulting in our initial shareholders holding an aggregate of 2,875,000 founder shares (up to 375,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). Unless otherwise indicated, all amounts in this prospectus are expressed on a post-split basis. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Except as specifically provided otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. General We are a blank check company incorporated in the British Virgin Islands as a business company with limited liability (meaning that our shareholders have no liability, as members of our company, for the liabilities of our company over and above the amount already paid for their shares) and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. Although we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination, we intend to focus on businesses primarily operating in the financial services industry or businesses providing technological services to the financial industry, commonly known as fintech businesses in the region of North America and Asia-Pacific. We have not identified any acquisition target and we have not, nor has anyone on our behalf, initiated any discussions to identify any acquisition target. From the date of our formation through the date of this prospectus, there have been no communications or discussions between any of our officers, directors or our sponsor and any of their contacts or relationships regarding a potential initial business combination with our company. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business. We believe the financial services industry has experienced significant amount of change over the last several years as new companies providing technology, software, and digital platforms have entered the market. Fintech companies exist across many industries within financial services, including banking technology, digital payment, financial transaction and processing, capital markets, wealth management, insurance, and financial management systems. We believe that fintech companies have proven to be successful with multiple business models and strategic objectives. The objective of fintech companies can range from improving the efficiency of traditional financial services companies, to introducing new products and creating new markets, to those focused on disrupting traditional financial services companies with competitive products. 2 We intend to employ a pro-active acquisition strategy focused on identifying potential business combination targets in the fintech industry serving the financial industries in commercial lending, retail lending, insurance, mutual fund management, money market and securities trading that are fundamentally sound, where we believe we can be a catalyst to accelerating growth. We believe the financial services industry is evolving at a rapid pace due to the entrance of technology focused service providers, and we believe that there are attractive opportunities to acquire and merge with either rapidly growing fintech companies or traditional financial services companies that are at a strategic inflection point. Among the fintech businesses, we are intent on identifying companies with disruptive technology that have allowed them to grow quickly and that we believe are positioned to sustain a robust growth trajectory through the addition of new capital, access to public markets, operational or strategic expertise. Among the traditional financial services companies, we are seeking combination targets that have new or evolving opportunities to respond to changes in the market place through the addition of new capital, access to public markets, operational or strategic expertise. We believe strongly in our management team s ability to add value from both an operating and a financing perspective has been a key driver of past performance and we believe will continue to be central to its differentiated acquisition strategy. Business Strategy Our business strategy is to utilize our management team s past to identify and complete our initial business combination with a company that our management believes, with proper utilization of our network and experience, has compelling potential for value creation. We believe our management team and members of our board have experience in: Operating companies, setting and changing strategies, and identifying, mentoring and recruiting exceptional talent; Developing and growing companies, both organically and through strategic transactions and acquisitions, and expanding the product range and geographic footprint of a number of target businesses; Investing in leading private and public technology companies to accelerate their growth and maturation; and Accessing the capital markets, including financing businesses and helping companies transition to public ownership. Market Opportunity Although we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination, we intend to focus on businesses within the fintech business space in North America and Asia-Pacific with an overall transaction value between $300 million and $1.0 billion. According to a report titled The Win-Win Proposition Why APAC s Fintech Momentum is Driven by Partnerships, published by the consulting firm Accenture in March 2019, the number of fintech investments worldwide in 2018 increased 19% to 3,251, up from 2,743 in 2017, totaling $55.3 billion, up 120% from $26.7 billion in 2017; the value of investment out of Asia-Pacific in 2018 rose to $29.8 billion, up from $6.9 billion in 2017. As provided in CB Insight s Global Intech Report Q3 2019 (the CB Report ), the total venture capital ( VC ) investment in fintech sector in the third quarter of 2019 exceeded $8.9 billion, which represents a year-over-year increase of 41.3% from $6.3 billion for the comparative period in 2018. North America and Asia are the leading geographies for the fintech sector as indicated by the large amount of investment. According to the CB Report, in the third quarter of 2019, a total of $4.3 billion VC-backed equity funding was made across 182 fintech transactions in North America and $1.8 billion was invested in 152 transactions in Asia. As shown in the chart below, U.S. VC-backed fintech funding topped $12.9 billion through the third quarter of 2019, which has surpassed 2018 s annual record. 3 Source: Global Intech Report Q3 2019 by CB Insight According to the CB Report, China regained the lead as the top market in Asia for fintech deals in the third quarter of 2019 with a total number of 55 deals. Source: Global Intech Report Q3 2019 by CB Insight 4 We believe the fintech business are well posed for exponential growth and we believe that the sector represents attractive target markets given the size, breadth and prospects for growth. We have not narrowed our business combination target in any particular fintech business, however, we do believe the following areas: Online Lending. Online lending based on big data analytics has grown where traditional bank lending fails to cover or under covers. According to an Accenture analysis in its May 2017 report titled Fintech Did Someone Cancel the Revolution, around 2 billion people worldwide are unbanked, ignored or technically not accessible by traditional banks or mainstream financial services companies. Those who are ignored or out of reach by traditional financial services are being served by advanced digital lending technologies. Big Data, Cloud Computing and Credit Analytics. Big data powered by cloud computing provides financial lenders the power to enhance credit rating and credit risk control. Bid data opens up a frontier to financial institutions to service those unbanked and/or underbanked customers. Mobile Phone Payment. Mobile phone payment has been deployed quickly where cash payment can be eliminated creating fast and efficient transactions. However, smart phone payment is regulated differently in different countries by their respective financial authorities causing deployment of the technology unevenly worldwide. Smart Contract. Smart contract utilizes computer programs, often in block chain, to automatically execute contracts between two or more parties in a variety of business in financial services, commercial transactions, B to B services, or B to C services, in lending, loan repayment, mortgaging, reducing costs in the conventional flow of documents and enhancing accuracy and security of the flow of documents. Insurtech. Insurtech is short for insurance technology. It represents the emergence of new technologies that are transforming the insurance industry by reducing costs for consumers and insurance companies, improving efficiency, and enhancing customer satisfaction. Insurtech is seen to be a disruptor to the property and casualty homogenous insurance segment. Mass computing ability, scenario-based setting and growth are key strengths of Insurtech companies. Insurtech incorporates artificial intelligence ( AI ) and online-to-offline (O2O) integration by tapping into property and casualty ( P&C ) homogeneous-like auto insurance and health insurance segments. Insurtech has been applied in areas such as AI-powered anti-fraud solutions for the P&C insurance industry. Insurtech provides a digitized platform, allowing customers to acquire all of their P&C in one place, suitable to small businesses. This digitalized market place is designed to improve insurance agency processes and efficiency. According to KPMG s March 2019 report titled Insurtech 10: Trends for 2019, insurtech trends in the areas of digital risk reduction, digitizing customers, behaviorial science, AI and machine learning, vehicle-focused coverage (as opposed to driver-focused insurance), and big data. As reported in an article titled Insurtech Investments Break New Records in Q1 published by Insurance Journal in May 2019, more than $1 billion was invested in 85 insurtech deals in the first quarter of 2019. Investment Criteria We will seek to identify companies that have compelling market presence, growth potential and a combination of the following characteristics. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire companies or assets that we believe have the following attributes: Middle-market businesses. We intend to seek target businesses with a total enterprise value between $300 million and $1 billion. We believe there are a considerable number of potential target businesses within this valuation range that can benefit from new capital for scalable operations to generate substantial revenue and earnings growth. Strong and noticeable presence in its market. We intend to focus on investment in an industry segment that has a noticeable presence in its market; First mover in its niche market. When pursuing our business combination, we will look for targets that are early leaders in their niche market and which set trends in their products and/or services; Differentiated products or services. A company with differentiated products or services offers investors a long-term investment opportunity and we will certainly spend time and resources to assess our business combination in this regard; 5 Seasoned management team. We will spend significant time assessing a company s leadership and personnel and evaluating what we can do to augment and/or upgrade the team over time if needed; Widely-applicable technology & scalable model offering appealing growth potential. Our management believes that technology-driven solutions that are widely applicable and scalable have a unique window of opportunity to create advantages that will grow with the industry; Stable and reputable customer base. We will seek target businesses that have a stable and reputable customer base, with systematic advantages which are generally able to employ risk management measures to endure economic downturns, industry consolidation, changing business preferences and other unfavorable business environments that may negatively impact their customers, suppliers and competitors. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. Initial Business Combination We will have until 15 months from the closing of this offering to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, by resolution of our board if requested by our initial shareholders, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 21 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company, LLC on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our initial shareholders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each three-month extension, $1,000,000, or $1,150,000 if the underwriters over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline, up to an aggregate of $2,000,000 (or $2,300,000 if the underwriters over-allotment option is exercised in full), or approximately $0.20 per share. In the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible but not more than five business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the rights and warrants will be worthless. Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding advisory fees and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent accounting firm with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated industries in connection with our initial business combination. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire substantially all of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than substantially all of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even 6 if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses even if the acquisitions of the target businesses are not closed simultaneously. Although we believe that the net proceeds of this offering will be sufficient to allow us to consummate a business combination, because we have not yet identified any prospective target business, we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering prove to be insufficient, either because of the size of the business combination, the depletion of the available net proceeds in search of a target business, or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, we will be required to seek additional financing, in which case we may issue additional securities or incur debt in connection with such business combination. Furthermore, we may issue a substantial number of additional ordinary or preferred shares to complete our initial business combination or under an employee incentive plan upon or after consummation of our initial business combination (although our memorandum and articles of association will provide that we may not issue securities that can vote with ordinary shareholders on matters related to our pre-initial business combination activity). We do not have a maximum debt leverage ratio or a policy with respect to how much debt we may incur. The amount of debt we will be willing to incur will depend on the facts and circumstances of the proposed business combination and market conditions at the time of the potential business combination. At this time, we are not party to any arrangement or understanding with any third party with respect to raising additional funds through the sale of our securities or the incurrence of debt. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. Our Acquisition Process We believe that conducting comprehensive due diligence on prospective investments is particularly important to achieve a successful business combination. We will utilize the diligence, rigor, and expertise of available resources of the network of our management team and the members of our board to evaluate potential targets strengths, weaknesses, and opportunities to identify the relative risk and return profile of any potential target for our initial business combination. Given our management team s extensive tenure in evaluating investment opportunities and due diligence from past working experiences. We will often be familiar with the prospective target s end-market, competitive landscape and business model. We certainly will empower third parties to assist us when needed. In evaluating a prospective target for an initial business combination, we expect to conduct a thorough diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, financial analyses and technology reviews, as well as a review of other information that will be made available to us. We are not prohibited from pursuing an initial business combination with a company affiliated with our sponsor, our officers, or our directors, subject to certain approvals and consents. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, Inc. ( FINRA ) or an independent accounting firm that our initial business combination is fair to us from a financial point of view. Currently, we are not aware of an affiliate of our sponsor, officers or directors that would make a suitable target for our initial business combination. We currently do not have any specific targets for an initial business combination selected. Our officers and directors have not contacted nor had any discussions with possible target businesses in which they directly or indirectly proposed or encouraged a potential target to consider a possible combination with us. We have not (nor has anyone 7 on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to a business combination transaction with any prospective target business. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible business combination with us. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Emerging Growth Company Status and Other Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Corporate Information Our executive offices are located at 25 Mall Road, Suite 330, Burlington, MA 01803 and our telephone number is (617) 991-5173. 8 The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act of 1933, as amended, or the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 22 of this prospectus. Securities offered 10,000,000 units, at $10.00 per unit, each unit consisting of: one ordinary share, one right to receive one-tenth (1/10) of one ordinary share upon the consummation of an initial business combination; and one redeemable warrant, each warrant exercisable to purchase one-half (1/2) of one ordinary share at a price of $11.50 per full share, subject to adjustment as described in this prospectus. Listing of our securities and proposed symbols We anticipate the units, and the ordinary shares, rights and warrants once they begin separate trading, will be listed on Nasdaq under the symbols ESSCU, ESSC, ESSCR and ESSCW, respectively. Each of the ordinary shares, rights and warrants may trade separately on the 90th day after the date of this prospectus unless I-Bankers determines that an earlier date is acceptable. I-Bankers has advised that, generally, it will not allow earlier separate trading of the units until it is confident, based on market conditions, that the units will not fall below the initial public offering price. In no event will I-Bankers allow separate trading of the ordinary shares, rights and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering and the sale of the public units. Once the ordinary shares, rights and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into ordinary shares, rights and warrants. We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place two business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Current Report on Form 8-K or a new Current Report on Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the Current Report, or amendment thereto, or in a subsequent Current Report on Form 8-K, information indicating if I-Bankers has allowed separate trading of the ordinary shares, rights and warrants prior to the 90th day after the date of this prospectus. 9 Ordinary shares: Number of issued and outstanding before this offering 2,875,000 shares (includes up to an aggregate of 375,000 founder shares that are subject to forfeiture by our sponsor if the over-allotment option is not fully exercised by the underwriters) Number to be issued and outstanding after this offering and sale of private units 12,898,750 shares (assumes the over-allotment option has not been exercised and an aggregate of 375,000 founder shares have been forfeited by our sponsor as a result thereof, excludes the securities underlying any warrants or rights) Rights: Number outstanding before this offering 0 Number of rights to be outstanding after this offering and the private placement 10,323,750 Redeemable Warrants: Number outstanding before this offering 0 warrants Number to be outstanding after this offering and sale of private units 10,323,750 (assumes the over-allotment option has not been exercised and excludes the Representative s Warrants) Exercisability Each warrant is exercisable for one-half (1/2) of one ordinary share. Because the warrants may only be exercised for whole numbers of shares, only an even number of warrants may be exercised at any given time. Exercise price $11.50 per share, subject to adjustment as described in this prospectus. No public warrants will be exercisable for cash unless we have an effective and current registration statement covering the issuance of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. It is our current intention to have an effective and current registration statement covering the issuance of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares in effect promptly following consummation of an initial business combination. Notwithstanding the foregoing, if a registration statement covering the issuance of the ordinary shares issuable upon exercise of the public warrants is not effective within 90 days following the consummation of our initial business combination, public warrant holders may, until such time as there is such an effective registration statement and during any period when we shall have failed to maintain such an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the trading day prior to the date of 10 exercise. For example, if a holder held 300 warrants to purchase 150 shares and the fair market value on the trading date prior to exercise was $15.00, that holder would receive 35 shares without the payment of any additional cash consideration. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. In addition, if (x) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.50 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (z) the volume weighted average trading price of our ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Price ) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Price. Exercise period The warrants will become exercisable on the later of the completion of an initial business combination and 12 months from the date of this prospectus. The warrants will expire at 5:00 p.m., Eastern Time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption. Redemption of warrants We may redeem the outstanding warrants (excluding the private warrants, any outstanding Representative s Warrants issued to I-Bankers and/or its designees and any warrants underlying units issued to our sponsor, initial shareholders, officers, directors or their affiliates in payment of working capital loans made to us), in whole and not in part, at a price of $0.01 per warrant: at any time while the warrants are exercisable, upon a minimum of 30 days prior written notice of redemption, if, and only if, the last sales price of our ordinary shares equals or exceeds $18.00 (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period ending three trading days before we send the notice of redemption, and if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the ordinary shares may fall below the $18.00 trigger price (as adjusted) as well as the $11.50 warrant exercise price (as adjusted) after the redemption notice is issued. 11 The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a cashless basis will depend on a variety of factors including the price of our ordinary shares at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor, anchor investors, I-Bankers, and/or their respective designees or permitted transferees. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Term of the Rights Each holder of a right will receive one-tenth (1/10) of an ordinary share upon consummation of our initial business combination. In the event we will not be the survivor upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the 1/10 share underlying each right (without paying any additional consideration) upon consummation of the business combination. If we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. No fractional shares will be issued upon conversion of any rights. Any fractional shares will be rounded down to the nearest whole share, and any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant rights. 12 Private units Our sponsor, anchor investors and I-Bankers have committed to purchase an aggregate of 323,750 private units, of which 167,000 will be purchased by our sponsor and/or its designees, 108,000 will be purchased by our anchor investors, and 48,750 will be purchased by I-Bankers (or 350,000 private units if the underwriter s over-allotment is exercised in full, of which 275,000 to be purchased by our sponsor, anchor investors and/or its designees and 75,000 to be purchased by I-Bankers) at $10.00 per unit ($3,237,500 in the aggregate or $3,500,000 at the maximum aggregate amount) in a private placement that will close simultaneously with the closing of this offering. Each private unit will consist of one ordinary share, one right ( private right ) entitling holder to receive one-tenth (1/10) of one ordinary share, and one warrant ( private warrant ), each warrant exercisable to purchase one-half (1/2) of one ordinary share at an exercise price of $11.50 per full share (subject to adjustment). The purchase price of the private units will be added to the net proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), the proceeds of the sale of the private units held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private units will expire worthless. Offering proceeds to be held in the trust account $100,000,000 of the net proceeds of this offering and the sale of the private units (or $115,000,000 if the over-allotment option is exercised in full), or $10.00 per unit sold to the public in this offering, will be placed in a trust account in the United States at JPMorgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee (subject to increase of up to an additional approximately $0.20 per share in the event that our sponsor elects to extend the period of time to consummate a business combination, as described in more detail in this prospectus), pursuant to an agreement to be signed on the date of this prospectus. The proceeds to be placed in the trust account include $3,237,500 (or $3,500,000 if the over-allotment option is exercised in full) we will receive from the sale of the private units. Pursuant to the business combination marketing agreement we will enter into with I-Bankers in connection with this offering, I-Bankers will serve as our advisor in connection with our business combination and will receive the following compensation upon consummation of our business combination, (i) if the amount of cash held in the trust account immediately prior to the business combination, after redemptions, is at least 50% of the gross proceeds of the offering hereunder, then the advisory fees payable to I-Bankers will be 2.75% of the cash remaining the trust account in cash, (ii) if the amount of cash held in the trust account immediately prior to the business combination, after redemptions, is less than 50% of the gross proceeds of the offering hereunder, then the advisory fees payable to I-Bankers will be 1.375% of the gross proceeds of the offering, and (iii) notwithstanding (i) and (ii) above, if the amount of cash held in the trust account immediately prior to the business combination, after redemptions, is less than $20,000,000, then the advisory fees payable to I-Bankers will be paid in a combination of cash and securities in the same proportion as the cash and securities consideration paid to the target and its shareholders in the business combination, provided that in no event shall the cash portion of such advisory fees be less than $1,000,000. The remaining estimated $700,000 of net proceeds of this offering (after deducting offering expenses and underwriting discounts and commissions of approximately $2,537,500) will not be held in the trust account. 13 Except as set forth below, the proceeds held in the trust account will not be released until the earlier of: (1) the completion of our initial business combination within the required time period; (2) our redemption of 100% of the outstanding public shares if we have not completed an initial business combination in the required time period; and (3) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the required time period or (B) with respect to any other provision relating to shareholders rights or pre-business combination activity. Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business. Notwithstanding the foregoing, there can be released to us from the trust account any interest earned on the funds in the trust account that we need to pay our income or other tax obligations. With these exceptions, expenses incurred by us may be paid prior to an initial business combination only from the net proceeds of this offering not held in the trust account of approximately $700,000; provided, however, that in order to meet our working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient, our initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender s discretion, up to $1,500,000 of the notes may be converted upon consummation of our initial business combination into additional private units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 ordinary shares if $1,500,000 of notes were so converted, as well as 150,000 rights to receive 15,000 ordinary shares and 150,000 warrants to purchase 75,000 shares). Our shareholders have approved the issuance of the units (and underlying ordinary shares, rights and warrants) upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination. If we do not complete an initial business combination, the loans will only be repaid with funds not held in the trust account, and only to the extent available. Ability to extend time to complete business combination If we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 21 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company, LLC on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our initial shareholders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into 14 the trust account for each three-month extension, $1,000,000, or $1,150,000 if the underwriters over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline, up to an aggregate of $2,000,000 (or $2,300,000 if the underwriters over-allotment option is exercised in full), or approximately $0.20 per share. Any such payments would be made in the form of a loan. The terms of the promissory note to be issued in connection with any such loans have not yet been negotiated. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. If we do not complete a business combination, we will not repay such loans. Furthermore, the letter agreement with our initial shareholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans in the event that we do not complete a business combination. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. Limited payments to insiders There will be no fees, reimbursements or other cash or non-cash payments paid to our sponsor, officers, directors or their affiliates prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is) other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private units held in the trust account prior to the consummation of our initial business combination: repayment at the closing of this offering of non-interest bearing loans and/or advances in an aggregate amount of $166,621 (as of the date of this prospectus) made by our initial shareholders; payment to an affiliate of our executive officers of a total of $10,000 per month (up to $120,000 in the aggregate) for office space, utilities and secretarial and administrative services commencing on the date that our securities are first listed on Nasdaq; reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; and repayment upon consummation of our initial business combination of any loans which may be made by our initial shareholders or their affiliates or our officers and directors to finance transaction costs in connection with an intended initial business combination. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to our sponsor or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval. 15 Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve such business combination or (ii) by means of a tender offer. In connection with any proposed initial business combination, we may seek shareholder approval of such initial business combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination. In such case, we will consummate our initial business combination so long as (after redemption) our net tangible assets will be at least $5,000,001 prior to or upon such consummation and a majority of the outstanding ordinary shares voted are voted in favor of the business combination. We chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeem) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all. Our initial shareholders have agreed (A) to vote their founder shares, private shares and any public shares held by them in favor of any proposed initial business combination, (B) not to propose any amendment to our memorandum and articles of association (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months (or up to 21 months) from the closing of this offering or (ii) with respect to any other provision relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, (C) not to redeem any shares (including the founder shares) and private units (and underlying securities) into the right to receive cash from the trust account in connection with a shareholder vote to approve our proposed initial business combination (or to sell any shares in a tender offer in connection with a proposed business combination if we do not seek shareholder approval in connection therewith) or a vote to amend the provisions of our memorandum and articles of association relating to shareholders rights or pre-business combination activity and (D) that the founder shares and private units (and underlying securities) shall not participate in any liquidating distribution upon winding up if a business combination is not consummated, until all of the claims of any redeeming shareholders and creditors are fully satisfied (and then only from funds held outside the trust account). None of our initial shareholders or their affiliates has indicated any current intention to purchase units in this offering or any units or ordinary shares in the open market or in private transactions. However, if a significant number of shareholders 16 vote, or indicate an intention to vote, against a proposed business combination, our initial shareholders, officers, directors or their affiliates could make such purchases in the open market or in private transactions (other than I-Bankers and its affiliates engaging in broker-dealer activities in the ordinary course of business) in order to influence the vote. Our initial shareholders, officers, directors and their affiliates could purchase sufficient shares so that the initial business combination may be approved without the majority vote of public shares held by non-affiliates. Notwithstanding the foregoing, our officers, directors, initial shareholders and their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company s stock. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 prior to or upon the consummation of our initial business combination (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination although we may seek an alternative initial business combination. Redemption rights At any meeting called to approve an initial business combination, any public shareholder voting either for or against such proposed business combination will be entitled to demand that his ordinary shares be redeemed for a pro rata portion of the amount then in the trust account (initially $10.00 per share, subject to increase of up to an additional approximately $0.20 per ordinary share in the event that our sponsor elects to extend the period of time to consummate a business combination, as described in more detail in this prospectus, plus any pro rata interest earned on the funds held in the trust account less amounts necessary to pay our taxes). The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the advisory fees we will pay to the underwriters. 17 If we seek shareholder approval in connection with our initial business combination, we will consummate such transaction so long as (after any redemption) our net tangible assets will at least $5,000,001 prior to or upon such consummation and a majority of the outstanding ordinary shares voted are voted in favor of the business combination. We chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act of 1933, as amended. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeemed) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all. Notwithstanding the foregoing, a public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a group (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the ordinary shares sold in this offering without our prior written consent. We believe this restriction will prevent an individual shareholder or group from accumulating large blocks of shares before the vote held to approve a proposed business combination and attempt to use the redemption right as a means to force us or our management to purchase its shares at a significant premium to the then current market price. By limiting a shareholder s ability to redeem no more than 15% of the ordinary shares sold in this offering, we believe we have limited the ability of a small group of shareholders to unreasonably attempt to block a transaction, which is favored by our other public shareholders. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Whether we elect to effectuate our initial business combination via shareholder vote or tender offer, we will require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the expiration date set forth in the tender offer documents, or in the event we distribute proxy materials, up to two business days prior to the vote on the proposal to approve the business combination, or to deliver their shares to the transfer agent electronically using Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option. The requirement for physical or electronic delivery at or prior to the meeting ensures that a holder s election to redeem his shares is irrevocable once the business combination is approved. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the vote on the business 18 combination in order to exercise redemption rights. This is because a holder would need to deliver shares to exercise redemption rights regardless of the timing of when such delivery must be effectuated. However, in the event the proposed business combination is not consummated, this may result in an increased cost to shareholders. Liquidation if no business combination If we are unable to complete our initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public shares which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining holders of ordinary shares and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the company, subject (in the case of (ii) and (iii) above) to our obligations to provide for claims of creditors and the requirements of applicable law. In connection with our redemption of 100% of our outstanding public shares for a portion of the funds held in the trust account, each public shareholder will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not previously released to us to pay our taxes payable on such funds. Holders of rights or warrants will receive no proceeds in connection with the liquidation with respect to such rights or warrants, which will expire worthless. We may not have funds sufficient to pay or provide for all creditors claims. Although we will seek to have all third parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. There is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims against the trust account for monies owed them. The underwriters will not receive any advisory fees pursuant to the business combination marketing agreement that is held in the trust account in the event we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. The holders of the founder shares and private units (and underlying securities) will not participate in any redemption distribution with respect to their founder shares, private shares, private rights or private warrants, until all of the claims of any redeeming shareholders and creditors are fully satisfied (and then only from funds held outside the trust account). 19 If we are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account, without taking into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately $10.00 (subject to increase of up to an additional approximately $0.20 per share in the event that our sponsor elects to extend the period of time to consummate a business combination, as described in more detail in this prospectus). The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our shareholders. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. Therefore, the actual per-share redemption price may be less than approximately $10.00. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account together with up to $50,000 of interest earned on the funds held in the trust account that is available to us for such purposes. If such funds are insufficient, our sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment for such expenses. We currently do not anticipate that such funds will be insufficient. Indemnity Our sponsor, Xiaoma (Sherman) Lu (our Chief Executive Officer) and Chunyi (Charlie) Hao (our Chairman and Chief Financial Officer) have agreed that they will be liable to us, if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below $10.00 per share (whether or not the underwriters over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor, Mr. Lu or Mr. Hao, have sufficient funds to satisfy its indemnity obligations and believe that their only assets are securities of our company. We believe the likelihood of our sponsor, Mr. Lu and Mr. Hao having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Risks We are a blank check company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision on whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act of 1933, as amended, and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419 You should carefully consider these and the other risks set forth in the section entitled Risk Factors beginning on page 22 of this prospectus. 20
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001762322_shift_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001762322_shift_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1f06bc969099150426e91413c21783da7c16348f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001762322_shift_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights certain information about us, this offering and the information appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before making an investment decision. You should read this entire prospectus carefully, including the information referred to under the heading Risk Factors and the financial statements and other information included elsewhere in this prospectus, before making an investment decision. See also the section entitled Where You Can Find More Information. Overview The Company is a leading end-to-end auto ecommerce platform (based on volume) transforming the used car industry with a technology-driven, hassle-free customer experience. The Company s mission is to make car purchase and ownership simple to make buying or selling a used car fun, fair, and accessible to everyone. The Company provides comprehensive, digital solutions throughout the car ownership lifecycle: finding the right car, having a test drive brought to you before buying the car, a seamless digitally-driven purchase transaction including financing and vehicle protection products, an efficient, digital trade-in/sale transaction, and a vision to provide high-value support services during car ownership. Each of these steps is powered by the Company s software solutions, mobile transactions platform, and scalable logistics, combined with the Company s five centralized inspection, reconditioning & storage centers, called Hubs. Risk Factors There are a number of risks related to our business and our securities that you should consider before making an investment decision. You should carefully consider all the information presented in the section entitled Risk Factors beginning on page 6 of this prospectus and the other information contained in this prospectus. Background IAC was formed in March 2018 as a special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, with one or more businesses or assets (the initial business combination ). Shift was launched in 2014 and is an auto ecommerce platform that enables customers to buy, sell and test drive cars and purchase ancillary products and services. On October 13, 2020, IAC acquired Shift pursuant to the Merger and changed its name to Shift Technologies, Inc. in connection with the Merger. Prior to the Merger, IAC s common stock, units and warrants traded on The Nasdaq Capital Market under the symbols INSU, INSUU and INSUW, respectively. Pursuant to the Merger, the Company continued the listing of its common stock and warrants on The Nasdaq Capital Market under the symbols SFT and SFTTW, respectively, effective October 15, 2020. 1 Table of Contents Presentation of Financial and Operating Data The Merger is accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles ( GAAP ). Under this method of accounting, IAC, who was the legal acquirer in the Merger, is treated as the acquired company for financial reporting purposes and Shift is treated as the accounting acquirer. This determination was primarily based on Shift having a majority of the voting power of the Company, Shift s senior management comprising substantially all of the senior management of the Company, the relative size of Shift compared to IAC, and Shift s operations comprising the ongoing operations of the Company. Accordingly, for accounting purposes, the Merger is treated as the equivalent of a capital transaction in which Shift is issuing stock for the net assets of IAC. The net assets of IAC are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of Shift. Emerging Growth Company We are an emerging growth company as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Corporate Information The mailing address of the Company s principal executive office is 2525 16th Street, Suite 316, San Francisco, CA 94103 and the telephone number is (855) 575-6739. Our website address is www.shift.com. The information found on the website is not part of, and is not incorporated into, this prospectus. 2 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001764791_orphazyme_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001764791_orphazyme_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001764791_orphazyme_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001766267_synergy_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001766267_synergy_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6ae09c9e1df95e43390994fb50b55d80ca1dd15a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001766267_synergy_prospectus_summary.txt
@@ -0,0 +1 @@
+CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share (1) Proposed Maximum Aggregate Offering Price Amount of Registration Fee (2) Common Stock, $0.0001 par value 400,000 $5.00 $2,000,000 $259.60 (1) The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price. (2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED. PRELIMINARY PROSPECTUS Synergy Empire Limited 400,000 SHARES OF COMMON STOCK $0.0001 PAR VALUE PER SHARE Prior to this Offering, no public market has existed for the common stock of Synergy Empire Limited. Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB operated by OTC Markets Group, Inc. There is no assurance that the Shares will ever be quoted on the OTCQB. To be quoted on the OTCQB, a market maker must apply to make a market in our common stock. As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares. In this public offering we, "Synergy Empire Limited" are offering 300,000 shares of our common stock and our selling shareholder is offering 100,000 shares of our common stock. We will not receive any of the proceeds from the sale of shares by the selling shareholder. The offering is being made on a self-underwritten, "best efforts" basis. There is no minimum number of shares required to be purchased by each investor. The shares offered by the Company will be sold on our behalf by our Chief Executive Officer and Chief Financial Officer Law Jia Ming, and also our Director, Leong Will Liam. The aforementioned parties are deemed to be underwriters of this offering. There is uncertainty that we will be able to sell any of the 300,000 shares being offered herein by the Company. Law Jia Ming and Leong Will Liam will not receive any commissions or proceeds for selling the shares on our behalf. All of the shares being registered for sale by the Company will be sold at a fixed price of $5.00 per share for the duration of the Offering. Additionally, all of the shares offered by the selling shareholder will be sold at a fixed price of $5.00 for the duration of the Offering. Assuming all of the 300,000 shares being offered by the Company are sold, the Company will receive $1,500,000 in net proceeds. Assuming 225,000 shares (75%) being offered by the Company are sold, the Company will receive $1,125,000 in net proceeds. Assuming 150,000 shares (50%) being offered by the Company are sold, the Company will receive $750,000 in net proceeds. Assuming 75,000 shares (25%) being offered by the Company are sold, the Company will receive $375,000 in net proceeds. There is no minimum amount we are required to raise from the shares being offered by the Company and any funds received will be immediately available to us. There is no guarantee that we will sell any of the securities being offered in this offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to institute our Company's business plan. Additionally, there is no guarantee that a public market will ever develop and you may be unable to sell your shares. This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this Prospectus, unless extended by our directors for an additional 90 days. We may however, at any time and for any reason terminate the offering. *Mr. Leong Will Liam will be selling shares of common stock on behalf of the Company simultaneously to selling shares of his own personal stock from his own account. A conflict of interest may arise between Mr. Leong's interest in selling shares for his own account and in selling shares on the Company s behalf. Regarding the sale of Mr. Leong's shares, they will be sold at a fixed price of $5.00 for the duration of the offering. The Company estimates the costs of this offering at about $ 120,259.60 . All expenses incurred in this offering are being paid for by the Company. For the duration of the offering any and all sellers of the shares being registered herein agree to provide this prospectus to potential investors in its entirety. The proceeds from the sale of the securities sold on behalf of the Company will be placed directly into the Company s account or a subsidiary of the Company s account; any investor who purchases shares will have no assurance that any monies, beside their own, will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws. The Company qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, which became law in April 2012 and will be subject to reduced public company reporting requirements. THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT. PLEASE REFER TO , ' ': RISK FACTORS BEGINNING ON PAGE 5. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. You should rely only on the information contained in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it. The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus. TABLE OF CONTENTS PART I PROSPECTUS PAGE PROSPECTUS SUMMARY 2 RISK FACTORS 5 SUMMARY OF FINANCIAL INFORMATION 13 MANAGEMENT S DISCUSSION AND ANALYSIS 15 INDUSTRY OVERVIEW 16 FORWARD-LOOKING STATEMENTS 17 DESCRIPTION OF BUSINESS 17 USE OF PROCEEDS 19 DETERMINATION OF OFFERING PRICE 19 DILUTION 20 SELLING SHAREHOLDERS 21 PLAN OF DISTRIBUTION 22 DESCRIPTION OF SECURITIES 23 INTERESTS OF NAMED EXPERTS AND COUNSEL 24 REPORTS TO SECURITIES HOLDERS 24 DESCRIPTION OF FACILITIES 24 LEGAL PROCEEDINGS 25 PATENTS AND TRADEMARKS 25 DIRECTORS EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 25 EXECUTIVE COMPENSATION 26 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 28 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 28 PRINCIPAL ACCOUNTING FEES AND SERVICES 28 MATERIAL CHANGES 28 FINANCIAL STATEMENTS AND EXHIBITS F1-F26 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION 29 INDEMNIFICATION OF DIRECTORS AND OFFICERS 29 RECENT SALES OF UNREGISTERED SECURITIES 30 EXHIBITS TO THE REGISTRATION STATEMENT 30 UNDERTAKINGS 31 SIGNATURES 32 You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. Through December 26, 2020, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. The date of this prospectus is __________________. - 1 - Table of Contents SYNERGY EMPIRE LIMITED NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, 2019 AND 2018 (Currency expressed in United States Dollars ("US$"), except for number of shares) (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States ("GAAP"), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the balance sheet as of December 31, 2019 which has been derived from unaudited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the nine months ended December 31, 2019 are not necessarily indicative of the results to be expected for the entire fiscal year ending March 31, 2020 or for any future period. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management s Discussion and Analysis and the audited financial statements and notes thereto for the years ended March 31, 2019 and 2018 included in the Form S-1. 2. DESCRIPTION OF BUSINESS AND ORGANIZATION Synergy Empire Limited ("the Company", "we", "us" or "our") was incorporated under the laws of the State of Nevada on October 17, 2018.We have historically conducted our business through Lucky Star F&B Sdn. Bhd. and SH Dessert Sdn. Bhd, both are private limited liability company, incorporated in Malaysia. On January 16, 2019, the Company acquired 100% of the equity interests of Synergy Empire Holding Limited, a company incorporated in Republic of the Marshall Islands ("Synergy Empire Marshall"). On December 31, 2018, Synergy Empire Marshall acquired 100% of Synergy Empire Limited, a limited liability company incorporated in Hong Kong ("Synergy Empire HK"). On February 21, 2019, Synergy Empire HK acquired 100% of the equity interests of Lucky Star F&B Sdn. Bhd., a limited liability company incorporated in Malaysia ("Lucky Star"). Lucky Star acquired 100% of the equity interests of SH Dessert Sdn. Bhd., a limited liability company incorporated in Malaysia ("SH Dessert") by Lucky Star on February 19, 2016. Mr. Leong Will Liam is the common director and sole shareholder of the Company, Synergy Empire Marshall, Synergy Empire HK, Lucky Star and SH Dessert. As a result of this common ownership and in accordance with the FASB Accounting Standards Codification Section 805 "Business Combination", the transaction is being treated as a combination between entities under common control. The recognized assets and liabilities were transferred at their carrying amounts at the date of the transaction. The equity accounts of the combining entities are combined. Further, the companies will be combined retrospectively for prior year comparative information as if the transaction had occurred on April 1, 2017. The Company, through its wholly owned subsidiaries, produce and distribute high quality dessert through Lucky Star and operate four restaurants through SH Dessert. Details of the Company s subsidiaries: No. Company Name Domicile and Date of Incorporation Particulars of Issued Capital Principal Activities 1 Synergy Empire Holding Limited Marshall Islands, October 22, 2018 1 Share of Ordinary Share, US$1 each Investment Holding 2 Synergy Empire Limited Hong Kong, October 18, 2018 1 Share of Ordinary Share, HKD1 each Investment Holding 3 Lucky Star F&B Sdn. Bhd. Malaysia, February 9, 2010 100,000 Share of Ordinary Share, MYR1 each Dessert Producer and Distributor Table of Contents PROSPECTUS SUMMARY In this Prospectus "Synergy Empire Limited," "Synergy," the "Company, , ' ': , ' ': we, , ' ': , ' ': us, and , ' ': , ' ': our, refer to Synergy Empire Limited, unless the context otherwise requires. Unless otherwise indicated, the term , ' ': , ' ': fiscal year refers to our fiscal year ending March 31st. Unless otherwise indicated, the term , ' ': , ' ': common stock refers to shares of the Company s common stock. This Prospectus, and any supplement to this Prospectus include "forward-looking statements". To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as "intends", "anticipates", "believes", "estimates", "projects", "forecasts", "expects", "plans" and "proposes". Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the "Risk Factors" section and the "Management s Discussion and Analysis" section in this Prospectus. This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including "Risk Factors" beginning on Page 5, and the financial statements, before making an investment decision. The Company Synergy Empire Limited, a Nevada corporation ("the Company") was incorporated under the laws of the State of Nevada on October 17, 2018. On October 17, 2018, Mr. Leong Will Liam was appointed as President, Secretary, Treasurer and a member of our Board of directors. Also, on October 17, 2018, Mr. Law Jia Ming was appointed as Chief Executive Officer and Chief Financial Officer of the Company. On October 17, 2018, the Company sold and subsequently issued 900,000 shares of restricted common stock to Mr. Leong Will Liam, our Director, President, Secretary and Treasurer. The price paid per share was $0.30, for aggregate proceeds to the Company of $27,000. Monies from the aforementioned sale of shares went to the Company to be used as working capital. In regards to all of the above transactions we claim an exemption from registration afforded by Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. On January 16, 2019, We, "Synergy Empire Limited", acquired 100% of the equity interests of Synergy Empire Holding Limited, a company incorporated in republic of the Marshall Islands ("SEHL"), from our director, Mr. Leong Will Liam, in consideration of $1. SEHL owns 100% of Synergy Empire Limited, a company incorporated in Hong Kong ("SynergyHK"). On December 31, 2018, SEHL acquired 100% of the equity interests of SynergyHK from our director, Leong Will Liam, in consideration of HK$1 (Equivalent to about $0.13). On February 21, 2019, SynergyHK acquired 100% of the equity interests of Lucky Star F&B Sdn. Bhd., ("Lucky Star"), a company incorporated in Malaysia on February 9, 2010, from CBA Capital Holdings Sdn Bhd., a Company owned and controlled by our Director, Mr. Leong Will Liam. Lucky Star is the owner of 100% of the equity interests of SH Dessert Sdn. Bhd. ("SH Dessert"), a company incorporated in Malaysia on February 19, 2016. We share the same business plan as that of our subsidiaries. We are engaged in the production and sale of food products, specifically dessert created and sold through various restaurants that we operate in Malaysia. The Company s executive office is located at No. 19 Jalan 12/118B, Desa Tun Razak,Kuala Lumpur, Malaysia, 56100. We believe we need to raise $1,500,000 to execute our business plan over the next 12 months. The funds raised in this offering, even assuming we sell all the shares being offered, may be insufficient to carry out our intended business operations over the next twelve months. We will receive proceeds from the sale of 300,000 shares of our common stock and intend to use the proceeds from this offering to further develop and market our lineup of products and services. There is uncertainty that we will be able to sell any of the 300,000 shares being offered herein by the Company. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $ 120,259.60 , are being paid for by the Company. The maximum proceeds to us from this offering ($1,500,000) will satisfy our basic subsistence level, cash requirements for up to 12 months. 75% of the possible proceeds from the offering by the company ($1,125,000) will satisfy our basic, subsistence level cash requirements for up to 9 months, while 50% of the proceeds ($750,000) will sustain us for up to 6 months, and 25% of the proceeds ($375,000) will sustain us for up to 3 months. Our budgetary allocations may vary, however, depending upon the percentage of proceeds that we obtain from this offering. For example, we may determine that it is more beneficial to allocate funds toward securing potential financing and business opportunities in the short terms rather than to conserve funds to satisfy continuous disclosure requirements for a longer period. During the 12 months following the completion of this offering, we intend to continue our current business plan and increase our current level of operations. The Company expects to continue to finance its operations primarily through cash flow from revenue and continuing financial support from its officers, and directors. In the event that we require additional funding to finance the growth of the Company s current and expected future operations, as well as to achieve our strategic objectives, we may need to discover other suitable means of funding. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing. - 2 - Table of Contents Our Offering We have authorized capital stock consisting of 450,000,000 shares of common stock, $0.0001 par value per share ("Common Stock") and 50,000,000 shares of preferred stock, $0.0001 par value per share ("Preferred Stock"). We have 900,000 shares of Common Stock and no shares of Preferred Stock issued and outstanding. Through this offering we will register a total of 400,000 shares. These shares represent 300,000 additional shares of common stock to be issued by us and 100,000 shares of common stock by our selling stockholder. We may endeavor to sell all 300,000 shares of common stock after this registration statement becomes effective. Upon effectiveness of this Registration Statement, the selling stockholder may also sell his own shares. The price at which we, the company, offer these shares is at a fixed price of $5.00 per share for the duration of the offering. The selling stockholder will also sell shares at a fixed price of $5.00 for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of our common stock but we will not receive any proceeds from the selling stockholders. *The primary offering on behalf of the Company is separate from the secondary offering of the selling stockholders in that the proceeds from the shares of stock sold by the selling stockholder will go directly to him, not the Company. The same idea applies if the Company approaches or is approached by investors who then subsequently decide to invest with the Company. Those proceeds would then go to the Company. Whomever the investors decide to purchase the shares from will be the beneficiary of the proceeds. None of the proceeds from the selling stockholder s personal account will be utilized or given to the Company. Mr. Leong will clarify for investors at the time of purchase whether the proceeds are going to the Company or directly to himself. *Mr. Leong will be able to sell his shares at any time during the duration of this offering. Regarding the sale of Mr. Leong Will Liam's shares, they will be sold at a fixed price of $5.00 for the duration of the offering. A conflict of interest may arise between Mr. Leong's interest in selling shares for his own account and in selling shares on the Company s behalf. Please note that at this time Mr. Leong intends to sell the Company s shares prior to selling his own shares, although he is under no obligation to do so. Mr. Leong will decide whether shares are being sold by the Company or by Mr. Leong himself. *We will notify investors by filing an information statement that will be available for public viewing on the SEC Edgar Database of any such extension of the offering. Securities being offered by the Company 300,000 shares of common stock, at a fixed price of $5.00 offered by us in a direct offering. Our offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering. Securities being offered by the Selling Stockholders 100,000 shares of common stock, at a fixed price of $5.00 offered by selling stockholder in a resale offering. As previously mentioned, this fixed price applies at all times for the duration of the offering. The offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus, unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering. Offering price per share We and the selling shareholder will sell the shares at a fixed price per share of $5.00 for the duration of this Offering. Number of shares of common stock outstanding before the offering of common stock 900,000 common shares are currently issued and outstanding. Number of shares of common stock outstanding after the offering of common stock 1,200,000 common shares will be issued and outstanding if we sell all of the shares we are offering. The minimum number of shares to be sold in this offering None. Market for the common shares There is no public market for the common shares. The price per share is $5.00. We may not be able to meet the requirement for a public listing or quotation of our common stock. Furthermore, even if our common stock is quoted or granted listing, a market for the common shares may not develop. The offering price for the shares will remain at $5.00 per share for the duration of the offering. - 3 - Table of Contents Use of Proceeds We intend to use the gross proceeds to us for payment of daily operating expenses, advertising expenditures, marketing expenditures, renovations to our facilities, acquisitions of property and equipment, replacement of existing machinery, increasing staff, accounting and or consulting fees, payment of ongoing reporting requirements and offering expenses. Termination of the Offering This offering will terminate upon the earlier to occur of (i) 365 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 400,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days. At any time and for any reason we may also terminate the offering. Terms of the Offering Our Chief Executive Officer and Director will sell the 300,000 shares of common stock on behalf of the company, upon effectiveness of this registration statement, on a BEST EFFORTS basis. Subscriptions: All subscriptions once accepted by us are irrevocable. Registration Costs We estimate our total offering registration costs to be approximately $ 120,259.60. Risk Factors: See
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001768910_greencity_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001768910_greencity_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9684d2a967d2e30b7c56e6a819bfd69742a0a837
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001768910_greencity_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: we, us, company, or our company are to Greencity Acquisition Corporation, a Cayman Islands exempted company; public shares are to our ordinary shares offered as part of the units in this offering (whether they are subscribed for in this offering or acquired thereafter in the open market); public shareholders are to the holders of our public shares; management or our management team are to our officers and directors; sponsor are to Cynthia Management Corporation, a British Virgin Islands business company; Jinlong Liu, our Chairman, is the majority shareholder, and Jianmin Yu, our Chief Financial Officer, is the sole director, of our sponsor; initial shareholders are to the holders of our founder shares prior to this offering; founder shares are to the ordinary shares initially purchased by our sponsor in a private placement prior to this offering; ordinary shares are to our ordinary shares, par value $0.0001 per share, which include the public shares as well as the private placement shares; public warrants are to the redeemable warrants sold as part of the units in this offering (whether they are subscribed for in this offering or acquired in the open market); private placement units are to the units issued to our sponsor in a private placement simultaneously with the closing of this offering; private placement shares are to the ordinary shares underlying the private placement units; private placement warrants are to the warrants underlying the private placement units; warrants are to our redeemable warrants, which include the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchasers of the warrants included in the private placement units or their permitted transferees; amended and restated memorandum and articles of association are to our memorandum and articles of association to be in effect upon completion of this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; and Companies Law are to the Companies Law (2018 Revision) of the Cayman Islands as the same may be amended from time to time. All references in this prospectus to our founder shares being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. All references in this prospectus to share dividends shall take effect as share capitalizations as a matter of Cayman Islands law. Registered trademarks referred to in this prospectus are the property of their respective owners. General We are a blank check company incorporated in the Cayman Islands and incorporated for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other TABLE OF CONTENTS CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee Units, each consisting of one ordinary share of par value $0.0001 per share and one redeemable Warrant entitling the holder to purchase one-half (1/2) of one ordinary share(2)(3) 4,600,000 $ 10.00 $ 46,000,000 $ 5,970.80 Ordinary Shares of par value $0.0001 per share, included as part of the Units(3) 4,600,000 (4) Redeemable warrants included as part of the Units(3) 4,600,000 (4) Units underlying the Representative s Unit Purchase Option 240,000 $ 11.50 $ 2,760,000 $ 358.25 Shares included in the Unit Purchase Option 240,000 (4) Warrants included in the Unit Purchase Option 240,000 (4) Total $ 48,760,000 $ 6,329.05(5) (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 600,000 units, consisting of 600,000 ordinary shares and 600,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share capitalizations or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any acquisition target. Business Strategy Our efforts in identifying prospective target businesses will not be limited to a particular geographic region, although we intend to focus on businesses that have a connection to the Asian market. We believe that we will add value to these businesses primarily by providing them with access to the U.S. capital markets. We will seek to capitalize on the strength of our management team. Our team consists of experienced professionals and senior operating executives. Collectively, our officers and directors have decades of experience in mergers and acquisitions, and operating companies, in Asia. We believe we will benefit from their accomplishments, and specifically their current and recent activities with companies that have a connection to the Asian market, in identifying attractive acquisition opportunities. However, there is no assurance that we will complete a business combination. Our officers and directors have no prior experience consummating a business combination for a blank check company. Investment Criteria Our management team intends to focus on creating shareholder value by leveraging its experience in the management, operation and financing of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions. We have identified the following general criteria and guidelines, which we believe are important in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see justification to do so. Middle-Market Growth Business. We will primarily seek to acquire one or more growth businesses with a total enterprise value of between $150,000,000 and $300,000,000. We believe that there are a substantial number of potential target businesses within this valuation range that can benefit from new capital for scalable operations to yield significant revenue and earnings growth. We currently do not intend to acquire either a start-up company (a company that has not yet established commercial operations) or a company with negative cash flow. Companies in Business Segments that are Strategically Significant to the Asian Markets. We will seek to acquire those businesses that are currently strategically significant in the Asian markets. Such sectors include: Internet and high technology, financial technology (including technology applied in financial services or used to help companies manage the financial aspects of their business), logistics, clean energy, health care, consumer and retail, energy and resources, food processing, manufacturing and education. Business with Revenue and Earnings Growth Potential. We will seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage. Companies with Potential for Strong Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential to generate strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value. Benefit from Being a Public Company. We intend to only acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 10, 2020 PRELIMINARY PROSPECTUS $40,000,000 Greencity Acquisition Corporation 4,000,000 Units Greencity Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ordinary share and one redeemable warrant. Each warrant entitles the holder thereof to purchase one-half of one ordinary share. We will not issue fractional shares. As a result, you must exercise warrants in multiples of two warrants, at a price of $11.50 per full share, subject to adjustment as described in this prospectus, to validly exercise your warrants. Each warrant will become exercisable on the later of the completion of an initial business combination and 12 months from the date of this prospectus, and will expire five years after the completion of an initial business combination, or earlier upon redemption. We have also granted the underwriters a 45-day option to purchase up to an additional 600,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we are unable to complete our initial business combination within 12 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $50,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Cynthia Management Corporation, a British Virgin Islands business company, has agreed to purchase an aggregate of 260,000 units (or up to 284,000 units if the underwriters over-allotment option is exercised in full) at a price of $10.00 per unit for an aggregate purchase price of $2,600,000 (or $2,840,000 if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each private placement unit shall consist of one ordinary share and one private placement warrant exercisable to purchase one-half of one ordinary share at a price of $11.50 per whole share. Prior to this offering, there has been no public market for our units, ordinary shares or warrants. We have applied to list our units on the NASDAQ Capital Market, or NASDAQ, under the symbol GRCYU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NASDAQ. The ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Ladenburg Thalmann & Co. Inc., the representative of the underwriters of this offering, informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the ordinary shares and warrants will be listed on NASDAQ under the symbols GRCY and GRCYW, respectively. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. TABLE OF CONTENTS These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our sponsor and management team may deem relevant. In the event that we decide to enter into an initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the United States Securities and Exchange Commission, or the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent ownership, management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us. Sourcing of Potential Business Combination Targets Our management team has developed a broad network of contacts and corporate relationships. We believe that the network of contacts and relationships of our management team and our sponsor will provide us with an important source of business combination opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment banking firms, private equity firms, consultants, accounting firms and business enterprises. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. As more fully discussed in Management Conflicts of Interest, if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Unless we complete our initial business combination with an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination. Members of our management team may directly or indirectly own our ordinary shares and/or private placement units following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide that, subject TABLE OF CONTENTS We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See Risk Factors on page 28. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, before expenses, to us Per Unit $ 10.00 $ 0.50 $ 9.50 Total $ 40,000,000 $ 2,000,000 $ 38,000,000 (1) Includes $0.25 per unit sold, or $1,000,000 (or $1,150,000 if the underwriters over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions that will be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.25 multiplied by the number of public shares sold as part of the units in this offering, subject to adjustment as described in this prospectus. Does not include certain fees and expenses payable (or securities issuable) to the underwriters in connection with this offering. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $40,600,000 or $46,690,000 if the underwriters over-allotment option is exercised in full ($10.15 per public share), subject to increase of up to an additional $0.30 per public share in the event that our sponsor elects to extend the period of time to consummate a business combination, as described in more detail in this prospectus, will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about __________, 2020. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation to subscribe for units may be made to the public in the Cayman Islands. Ladenburg Thalmann Brookline Capital Markets, a division of Arcadia Securities, LLC The date of this prospectus is _________, 2020 TABLE OF CONTENTS to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. Our officers and directors are not prohibited from becoming an officer or director of another special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended. Initial Business Combination We will have until 12 months from the closing of this offering to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to nine times, each by an additional month (for a total of up to 21 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Pursuant to the terms of our memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $133,334, or $153,334 if the underwriters over-allotment option is exercised in full ($0.033 per public share in either case), up to an aggregate of $1,200,000 (or $1,380,000 if the underwriters over-allotment option is exercised in full), or $0.30 per public share, on or prior to the date of the applicable deadline, for each monthly extension. In the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants will be worthless. The NASDAQ rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. If our Board of Directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Additionally, pursuant to NASDAQ rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the TABLE OF CONTENTS target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. TABLE OF CONTENTS We are currently a foreign private issuer as defined in Rule 405, but are voluntarily choosing to register and report using domestic forms. We are required to determine our status as a foreign private issuer for the 2021 fiscal year as of the last day of our second quarter, or June 30, 2021. On such date, if we no longer qualify as a foreign private issuer (as set forth in Rule 3b-4 of the Exchange Act), we will then become subject to the U.S. domestic issuer rules as of the first day of our 2021 fiscal year, or January 1, 2022. As a result, should we determine on June 30, 2021 that we are no longer a foreign private issuer, after December 31, 2021 we will be subject to the U.S. domestic issuer rules and we will have the option of conducting redemptions like other blank check companies in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. For so long as we are deemed to be a foreign private issuer, we will conduct redemptions in accordance with the SEC s tender offer rules. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on May 14, 2018. Our executive offices are located at 505 Eshan Road, Floor 6, Pudong New District, Shanghai, 200120, and our telephone number is (86) 21-2025 7919. TABLE OF CONTENTS THE OFFERING In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 28 of this prospectus. Securities offered 4,000,000 units, at $10.00 per unit, each unit consisting of: one ordinary share; and one warrant, each warrant exercisable to purchase one-half of one ordinary share. Proposed NASDAQ symbols Units: GRCYU Ordinary shares: GRCY Warrants: GRCYW Trading commencement and separation of ordinary shares and warrants The units will begin trading promptly after the date of this prospectus. The ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Ladenburg Thalmann & Co. Inc., or Ladenburg, informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into ordinary shares and warrants. Separate trading of the ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 TABLE OF CONTENTS Number outstanding after this offering and the private placement 4,260,000(1) Ordinary shares: Number issued and outstanding before this offering 1,150,000(2) Number issued and outstanding after this offering and the private placement 5,260,000(1)(3) Redeemable Warrants: Number outstanding before this offering 0 Number of warrants to be outstanding after this offering and the private placement 4,260,000(1) Exercisability Each unit contains one warrant. Each warrant is exercisable to purchase one-half of one ordinary share. Exercise price $11.50 per whole share, subject to adjustment as described herein. Because the warrants may only be exercised for whole numbers of shares, only an even number of warrants may be exercised at any given time. In addition, if (x) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will 1 Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 150,000 founder shares. 2 Consists solely of founder shares and includes up to 150,000 ordinary shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. Except as otherwise specified, the rest of this prospectus has been drafted to give effect to the full forfeiture of these 150,000 ordinary shares. 3 Includes 4,000,000 public shares, 260,000 private placement shares and 1,000,000 founder shares. Excludes the securities underlying the underwriters unit purchase option. TABLE OF CONTENTS be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price described below under Redemption of warrants will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: the completion of our initial business combination, and 12 months from the date of this prospectus; provided in each case that we have an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file, and within 60 business days following our initial business combination to have declared effective, a registration statement covering the ordinary shares issuable upon exercise of the warrants, and to maintain a current prospectus relating to those ordinary shares until the warrants expire or are redeemed. No warrants will be exercisable for cash unless we have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. TABLE OF CONTENTS Redemption of warrants Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants but including any outstanding warrants issued upon exercise of the unit purchase option issued to the underwriters or their designees): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last sale price of our ordinary shares equals or exceeds $16.50 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless a registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of ordinary shares issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the excess of the fair market value (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value shall mean the average reported last sale price of the ordinary shares for the 10 TABLE OF CONTENTS trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section entitled Description of Securities Redeemable Warrants Public Shareholders Warrants for additional information. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. If any such warrants are held by holders other than the sponsor or its permitted transferees, such warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Ability to extend time to complete business combination If we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to nine times, each by an additional month (for a total of up to 21 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Pursuant to the terms of our memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $133,334, or $153,334 if the underwriters over-allotment option is exercised in full ($0.033 per public share in either case), up to an aggregate of $1,200,000 (or $1,380,000 if the underwriters over-allotment option is exercised in full), or $0.30 per public share, on or prior to the date of the applicable deadline, for each monthly extension. Any such payments would be made in the form of a loan. The terms of the promissory note to be issued in connection with any such loans have not yet been negotiated. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. If we do not complete a business combination, we will not repay such loans. Furthermore, the letter agreement with our initial shareholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans in the event that we do not complete a business combination. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. Founder shares In February 2019, our sponsor purchased an aggregate of 1,150,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.02 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the TABLE OF CONTENTS amount of cash contributed to us by the number of founder shares issued. Our sponsor will own approximately 24.0% of our issued and outstanding shares after this offering (assuming it does not purchase units in this offering, and taking into account ownership of the private placement units). If we increase or decrease the size of the offering, we will effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable, with respect to our ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our sponsor at 20% of our issued and outstanding ordinary shares upon the consummation of this offering (assuming it does not purchase units in this offering and not taking into account ownership of the private placement units). Up to 150,000 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the ordinary shares included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our initial business combination, (ii) to waive their redemption rights with respect to any founder shares, private placement shares and public shares held by them in connection with a stockholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the timeframe set forth therein or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity and (iii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination within 12 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If TABLE OF CONTENTS we submit our initial business combination to our public shareholders for a vote, our sponsor has agreed, pursuant to such letter agreement, to vote their founder shares, private placement shares and any public shares purchased during or after this offering in favor of our initial business combination (as a result, in addition to our initial shareholder s founder shares, we would need only 1,370,001, or approximately 34.3%, of the 4,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised); and the founder shares are subject to registration rights. Transfer restrictions on founder shares Our sponsor has agreed not to transfer, assign or sell 50% of its founder shares until the earlier of (i) six months after the date of the consummation of our initial business combination or (ii) the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and the remaining 50% of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property (except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Units ). We refer to such transfer restrictions throughout this prospectus as the lock-up. Private placement units Our sponsor, Cynthia Management Corporation, a British Virgin Islands business company, has agreed to purchase an aggregate of 260,000 units (or up to 284,000 units if the underwriters over-allotment option is exercised in full) at a price of $10.00 per unit for an aggregate purchase price of $2,600,000 (or $2,840,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Each private placement unit shall consist of one ordinary share and one warrant. Each private placement warrant is exercisable to purchase one-half of one ordinary share at a price of $11.50 per whole share, subject to adjustment as provided herein. Private placement warrants may be exercised only for a whole number of shares. If any fractional interests would be issuable upon exercise of a private placement warrant, we will round down to the nearest whole number the number of ordinary shares to be issued to the holder. TABLE OF CONTENTS The purchase price of the private placement units will be added to the net proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within 12 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), the proceeds of the sale of the private placement units held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement units and underlying securities will be worthless. The private placement warrants will not be redeemable by us and will be exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (except as described below under Principal Shareholders Transfers of Founder Shares and Private Placement Units ). If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement units The private placement units (including the underlying securities) will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination. Proceeds to be held in trust account The rules of the NASDAQ provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement units described in this prospectus, $40,600,000 ($10.15 per public share), or $46,690,000 ($10.15 per public share) if the underwriters over-allotment option is exercised in full (subject to increase of up to an additional $0.30 per public share in the event that our sponsor elects to extend the period of time to consummate a business combination, as described in more detail in this prospectus), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and $1,000,000 will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $1,000,000 (or $1,150,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the private placement will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in TABLE OF CONTENTS connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) or (B) with respect to any other provision relating to shareholders rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination within 12 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes. Based upon current interest rates, we expect the trust account to generate approximately $200,000 of interest annually (assuming no exercise of the underwriters overallotment option and an interest rate of 0.5% per year) following the investment of such funds in specified U.S. government treasury bills or in specified money market funds. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement units not held in the trust account, which will be approximately $500,000 in working capital after the payment of approximately $500,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. The NASDAQ rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the trust account (less TABLE OF CONTENTS any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. If our Board of Directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Permitted purchases of public shares by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Please see Proposed Business Permitted purchases of our securities for a description of how such persons will determine which shareholders to seek to acquire shares from. There is no limit on the number of shares such persons may purchase, or any restriction on the price that they may pay. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, advisors or their affiliates determine to make any such purchases at the time of TABLE OF CONTENTS a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our sponsor, directors, officers, advisors or their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.15 per public share (subject to increase of up to an additional $0.30 per public share in the event that our sponsor elects to extend the period of time to consummate a business combination, as described in more detail in this prospectus). The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered TABLE OF CONTENTS into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction, whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require that we conduct a tender offer under SEC rules rather than seeking shareholder approval). Under NASDAQ rules, asset acquisitions and stock purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares (unless we are deemed to be a foreign private issuer at such time) or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless we are no longer a foreign private issuer and shareholder approval is required by law or stock exchange listing requirement or we choose to seek shareholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the NASDAQ, we will be required to comply with such rules. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, or if we are deemed to be a foreign private issuer at such time, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. TABLE OF CONTENTS Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of our initial business combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. For so long as we are deemed to be a foreign private issuer, we will conduct redemptions in accordance with the SEC s tender offer rules. If, however, we are no longer a foreign private issuer and shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our NASDAQ listing or Exchange Act registration. TABLE OF CONTENTS If we seek shareholder approval, we will complete our initial business combination only if a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares and private placement shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our sponsor and its permitted transferees will own approximately 24.0% of our issued and outstanding ordinary shares entitled to vote thereon (assuming it does not purchase units in this offering, and taking into account ownership of the private placement units). Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of our initial business combination (so that we are not subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof. Tendering share certificates in connection with a tender offer or redemption rights We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply TABLE OF CONTENTS voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares held by them redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public shareholder and subject to the 15% limitation in connection with any such redemption right. TABLE OF CONTENTS Redemption Rights in connection with proposed amendments to our amended and restated memorandum and articles of association Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated memorandum and articles of association will provide that any of its provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and in our amended and restated memorandum and articles of association, but excluding the provision of the articles relating to the appointment of directors), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. We may not issue additional securities that can vote on amendments to our amended and restated memorandum and articles of association or in our initial business combination. Our sponsor, which will beneficially own approximately 24.0% of our ordinary shares upon the closing of this offering (assuming it does not purchase units in this offering and taking into account ownership of the private placement units), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner it chooses. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our initial business combination. TABLE OF CONTENTS Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us, other than funds the trustee will use to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination. We will use the remaining funds to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers, and directors have agreed that we will have only 12 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) to complete our initial business combination. If we are unable to complete our initial business combination within such 12-month (or up to 21-month) time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 12-month (or up to 21-month) time period. TABLE OF CONTENTS Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination within 12 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus). However, if our sponsor acquires public shares after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 12-month (or up to 21-month) time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 12 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of our initial business combination (so that we are not subject to the SEC s penny stock rules). Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of TABLE OF CONTENTS which will be made from the proceeds of this offering and the sale of the private placement units held in the trust account prior to the completion of our initial business combination: repayment of an aggregate of up to $500,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; payment to an affiliate of our sponsor of a total of $10,000 per month for office space, administrative and support services; reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 ordinary shares if $1,500,000 of notes were so converted as well as 150,000 warrants to purchase 75,000 shares) at the option of the lender. These payments may be funded using the net proceeds of this offering and the sale of the private placement units not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee (which will be composed entirely of independent directors), to among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of interest Each of our officers and directors presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. TABLE OF CONTENTS Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.15 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes (less up to $50,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such obligations. Risks We are a blank check company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. TABLE OF CONTENTS Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. December 31, 2019 (Actual) March 31, 2020 Actual As Adjusted (Audited) (Unaudited) Balance Sheet Data: Working capital (deficit)(1) $ (199,424) $ (224,053) $ 40,093,003 Total assets(2) $ 198,278 $ 246,989 $ 41,093,003 Total liabilities(3) $ 199,950 $ 254,086 $ 1,000,000 Value of ordinary shares that may be redeemed in connection business combination ($10.15 per share)(4) $ $ $ 35,092,996 Shareholders (deficit) equity(5) $ (1,672) $ (7,097) $ 5,000,007 (1) The as adjusted calculation includes $40,600,000 cash held in trust from the proceeds of this offering and the sale of the private placement units, plus $500,000 in cash held outside the trust account, plus $100 from the unit purchase option, plus $(7,097) of actual shareholders deficit at March 31, 2020, less $1,000,000 of deferred underwriting commissions. (2) The as adjusted calculation equals $40,600,000 cash held in trust from the proceeds of this offering and the sale of the private placement units, plus $500,000 in cash held outside the trust account, plus $100 from the unit purchase option, plus $(7,097) of actual shareholders deficit at March 31, 2020. (3) The as adjusted calculation includes $1,000,000 of deferred underwriting commissions. (4) The as adjusted calculation equals the as adjusted total assets, less the as adjusted total liabilities, less the as adjusted shareholders equity, which is set to approximate the minimum net tangible assets threshold of at least $5,000,001 either immediately prior to or upon consummation of our initial business combination. (5) Excludes 3,457,438 ordinary shares purchased in the public market, which are subject to redemption in connection with our initial business combination. The as adjusted calculation equals the as adjusted total assets, less the as adjusted total liabilities, less the value of ordinary shares that may be redeemed in connection with our initial business combination (approximately $10.15 per share). If no business combination is completed within 12 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), the proceeds then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) will be used to fund the redemption of our public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination within such 12-month (or up to 21-month) time period. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001769116_via_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001769116_via_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2cc59504c7b4b5bbbd953290c452b66857e7f8c6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001769116_via_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary Implications of Being a Controlled Company." We are both an "emerging growth company" as that term is defined in the Jumpstart Our Business Startups Act of 2012 and a "foreign private issuer" as defined under the U.S. federal securities laws, and as such may elect to comply with certain reduced public company reporting requirements for this and future filings. See "Prospectus Summary Implications of Being an Emerging Growth Company" and "Prospectus Summary Implications of Being a Foreign Private Issuer." Table of Contents In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of some accounting standards until the date those standards apply to companies that are not publicly traded. We currently prepare our financial statements in accordance with IFRS, as issued by the IASB, which does not have separate provisions for publicly traded and private companies. We will remain an emerging growth company until the earliest of (a) the last day of our fiscal year during which we had total annual gross revenue of at least $1.07 billion; (b) the last day of our fiscal year following the fifth anniversary of the date of the first sale of ADSs in this offering; (c) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided to emerging growth companies in the JOBS Act. Implications of Being a Foreign Private Issuer Upon consummation of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: the rules under the Exchange Act requiring domestic filers to issue financial statements prepared under U.S. GAAP; the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q, containing unaudited financial and other specified information, and current reports on Form 8-K, upon the occurrence of specified significant events. We will file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm. We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies (i) the majority of our executive officers or directors are U.S. citizens or residents, (ii) more than 50% of our assets are located in the United States or (iii) our business is administered principally in the United States. Both foreign private issuers and emerging growth companies are also exempt from certain more extensive executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company but remain a foreign private issuer, we will continue to be exempt from the more extensive compensation disclosure requirements for companies that are neither an emerging growth company nor a foreign private issuer and will continue to be permitted to follow our home country practice on such matters. Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents PRESENTATION OF FINANCIAL AND OTHER INFORMATION Prior to June 25, 2019, we conducted our business through VIA optronics GmbH and its consolidated subsidiaries. On June 25, 2019, the shareholders of VIA optronics GmbH contributed the shares they held in VIA optronics GmbH to VIA optronics AG by way of a contribution in kind against issuance of new shares (Sacheinlage gegen Gew hrung von neuen Aktien) to the newly established VIA optronics AG. Following this contribution, our financial statements present the results of VIA optronics AG and its consolidated subsidiaries. Unless otherwise indicated or the context implies otherwise: "VIA optronics," "VIA," "Company," "we," "us" and "our" refers to VIA optronics AG (from the date of the contribution described above), its direct subsidiary VIA optronics GmbH and its indirect subsidiaries on a consolidated basis; "shares" or "ordinary shares" refers to our ordinary shares; "ADSs" refers to American Depositary Shares, every 5 of which represent 1 ordinary share; and "ADRs" refers to American Depositary Receipts, which may evidence the ADSs. All references in this prospectus to "U.S. dollars," "USD" or "$" are to the legal currency of the United States and all references to " " or "euro" are to the currency introduced at the start of the third stage of the European economic and monetary union pursuant to the treaty establishing the European Community, as amended. Our consolidated financial statements are presented in euros. Throughout this prospectus and solely for convenience, we have converted euros to U.S. dollars at the noon buying rate of 1.00=US$1.1198, as certified by the European Central Bank at June 30, 2020, unless otherwise indicated. Unless otherwise indicated, the consolidated financial statements and related notes included in this prospectus have been prepared in accordance with International Accounting Standards and also comply with International Financial Reporting Standards, or IFRS, and interpretations issued by the International Accounting Standards Board, or IASB, which differ in certain significant respects from U.S. generally accepted accounting principles, or U.S. GAAP. Financial information in thousands or millions, and percentage figures in this prospectus have been rounded. Rounded total and sub-total figures in tables in this prospectus may differ marginally from unrounded figures indicated elsewhere in this prospectus or in the consolidated financial statements. Moreover, rounded individual figures and percentages may not produce the exact arithmetic totals and sub-totals indicated elsewhere in this prospectus. Max VU is a trademark of ours that we use in this prospectus. This prospectus also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the and symbols, but those references are not intended to indicate, in any way, that we will not assert our rights, or the rights of the applicable licensor to our trademark and tradenames to the fullest extent under applicable law. INDUSTRY AND MARKET DATA This prospectus contains estimates and other statistical data prepared by independent parties and by us relating to market size and growth and other data about our industry. We obtained the industry and market data in this prospectus from our own research as well as from industry and general publications, surveys and studies conducted by third parties, some of which may not be publicly available. Industry publications, research, surveys, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and Table of Contents Our differentiated technologies include our proprietary silicone-based bonding material, or VIA bond plus, our patented optical bonding processes, or Max VU , display enhancement technologies, our metal mesh touch sensor technology and camera module design capabilities. Our optical bonding processes utilize VIA bond plus for display head assemblies, or DHAs, without using potentially damaging mechanical force, to eliminate air gaps and other distorting features common to conventional technologies. Our metal mesh touch sensor technology enables high precision functionality and is based on a metal grid patterned on a transparent electrode base film that can be laminated to virtually any type, size and shape of cover lens material. In addition to our proprietary technologies and processes, we have expertise in working with collaborators to implement specialized production methods, such as cold forming technology, that enable innovation in product development. We custom-design camera modules for contract manufacturing by Integrated Micro-Electronics, Inc., or IMI, an affiliate of our majority shareholder and commercial partner, for integration into our solutions or our customers' end-solutions, such as driver monitoring systems. We believe our suite of differentiated technologies and our related intellectual property, engineering expertise and commercial collaborations give us a competitive edge. Our customers operate in the automotive, consumer electronics and industrial/specialized applications markets. Our automotive solutions can be found in the products of companies such as BMW, Ferrari, General Motors and Rolls Royce. Our automotive applications include displays for navigation, instrument clusters, rear seat entertainment and infotainment systems and, increasingly, interactive display systems. Our consumer electronic solutions can be found in the products of companies such as Dell, HP, Lenovo, Mutto and Sharp. Our consumer applications include solutions for notebooks, tablets and all-in-one monitors. VIA optronics AG (Exact name of Registrant as specified in its charter) Table of Contents completeness of such information is not guaranteed. To our knowledge, certain third-party industry data referenced herein includes estimates and projections regarding, among other figures, our total addressable market, that take into account early and preliminary information about the known and potential future effects of the worldwide coronavirus (COVID-19) pandemic, the impact of which are continuing and evolving over time. Accordingly, those third-party projections may be overstated and should not be given undue weight. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under "Risk Factors." These and other factors could cause results to differ materially from those expressed in our forecasts or estimates or those of independent third parties. Table of Contents Our industrial/specialized application solutions can be found in the offerings of companies such as 3M, Dell, Emirates Airlines, GE, Honeywell, John Deere and Siemens. Our industrial/specialized applications include in-flight entertainment displays, ruggedized laptops, marine navigational systems and fish-finders, agricultural equipment, surround views, digital signage, interactive conference room displays and defense applications. We currently have over 500 projects in process, either in the acquisition, development or industrialization phase or in production, for a combination of existing and potential new customers. These projects include arrangements we entered into during the course of 2019 and 2020, including with several automotive Original Equipment Manufacturers, or OEMs, that produce luxury and electric vehicles to design prototypes relating to enhanced automotive solutions, including an interactive complete dashboard display cluster assembly using Corning's cold-formed glass technology, an optically bonded display head assembly using a plastic cover lens (which represents a unique material application within the automotive market) and advanced automotive camera module technologies. The advanced automotive camera module technologies we are developing in these prototypes include driver assistance features and autonomous driver support, such as driver monitoring (including facial recognition and other driver recognition technologies and driver alertness features) and surround view, which are technologies that promote enhanced vehicle performance and safety. We expect to complete development of these OEM prototypes during 2020 and 2021. These potential customers are not contractually obligated to purchase a minimum quantity of units until a purchase order is executed. However, we believe this current development pipeline supports our goal of becoming a leading provider of high-end interactive display solutions for OEMs, as well as suppliers that supply parts directly to OEMs, which are referred to as Tier-1 suppliers. For the year ended December 31, 2019, we generated revenue, net loss and EBITDA of 137.2 million, 13.4 million and (4.4) million, respectively, and, for the six months ended June 30, 2020, we generated revenue, net loss and EBITDA of 64.9 million, 0.9 million and 3.9 million, respectively, despite production-related delays and other challenges that we and our customers have faced as a result of the COVID-19 pandemic. Our performance in the first half of 2020 may not be indicative of our full-year performance. We are headquartered in Nuremberg, Germany and had 585 staff working on our sites worldwide as of June 30, 2020, including through secondment and service agreements as well as agreements with professional dispatch firms. We maintain production facilities in Germany, China and Japan and, through our subsidiaries, operate sales offices in Taiwan and the United States. In 2019, we served over 70 customers and in the first six months of 2020, we served over 60 customers around the world. Not Applicable (Translation of Registrant's name into English) Table of Contents Our Industry Digital displays have become pervasive in everyday life. Technological advancements, quality improvements and cost reductions have collectively helped to make displays ubiquitous in nearly every industry. In response to the growing demand for and broadening applications of display technology, optical bonding, touch sensor technologies and interactive system solutions have become critical to achieving the diverse and highly specific requirements of customers in various end-markets. We estimate that we have an addressable market for our display solutions of at least $43.5 billion. Our estimate was derived from the Markets and Markets Research Pvt. Ltd., or MarketsandMarkets, report dated May 2020, which indicated approximately $107.0 billion of global revenue from the sale of displays in 2020. The addressable market derived from the MarketsandMarkets report includes both interactive displays that incorporate enhanced functionality, such as camera module or touch sensors, as well as non-interactive displays. Therefore, the addressable market for our enhanced interactive display solutions is a subset of the total addressable display market. Within the total global display market, MarketsandMarkets attributed an estimated $63.5 billion in 2020 to TVs, smartphones, smart wearables, other display products such as E-readers and medical devices and other display technologies such as E-paper, which we do not address today nor expect to address in the future. According to the MarketsandMarkets report dated May 2020, the global market for industrialized/specialized applications is expected to grow at a compounded annual growth rate, or CAGR, of 9.1%, from $7.8 billion estimated in 2020 to an estimated $11.0 billion in 2024, and the global market for automotive displays is expected to grow at a CAGR of 14.5%, from $4.8 billion estimated in 2020 to an estimated $8.2 billion in 2024. We estimate that the addressable market for our display solutions may grow to approximately $49.5 billion in 2024, based on our estimate of the addressable market in 2020 and the estimations of MarketsandMarkets for global revenues from the sale of displays. In addition, MarketsandMarkets estimates that the display subsectors of (i) business-to-business enterprise, (ii) education, (iii) aerospace and defense, (iv) global retail, hospitality, banking, financial services and insurance, and (v) sports and entertainment will grow at CAGRs of 17%, 13%, 21%, 18%, and 21%, respectively, from 2020 to 2024. To our knowledge, certain third-party industry data referenced herein includes estimates and projections regarding, among other figures, our total addressable market, that take into account early and preliminary information about the known and potential future effects of the worldwide COVID-19 pandemic, the impacts of which are continuing and evolving over time. Accordingly, those projections may be overstated and should not be given undue weight. Our Competitive Strengths We believe the following key strengths will help us to maintain and enhance our competitive position: Proprietary bonding materials, patented processes and innovative technology. We believe that our proprietary silicone-based bonding material, patented optical bonding processes and metal mesh touch sensor technology as well as camera module design competence and in-house design capabilities are key enablers of our success in our target end-markets. We have a differentiated portfolio of patented optical bonding and metal mesh touch sensor technology and in-house manufacturing capabilities. In combination with VTS-Touchsensor Co., Ltd., or VTS, as of July 31, 2020, we had an aggregate of 111 granted patents and 53 additional pending patent applications relating to our optical bonding processes, metal mesh touch sensor technology and component parts used in our customized production equipment. VIA bond plus is our proprietary silicone-based bonding material utilized for all of our bonding applications. In contrast to organic substances such as acrylates, VIA bond plus is repairable, non-shrinking, non-yellowing, environmentally friendly and stable at extreme temperatures. Max VU is our patented dry-bonding process that enables display head assembly without potentially damaging mechanical force, thereby increasing production yield, reducing potential LCD damage and minimizing Federal Republic of Germany (State or other jurisdiction of incorporation or organization) 3674 (Primary Standard Industrial Classification Code Number) Not Applicable (I.R.S. Employer Identification Number) Sieboldstrasse 18 90411 Nuremberg, Germany +49 (0) 911 597 575-0 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) VIA optronics, LLC 6220 Hazeltine National Dr., Suite 120 Orlando, FL 32822 (407) 745-5031 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents undesired optical side effects. In addition, our copper-based metal mesh touch sensor technology offers significantly higher conductivity that enhance touch performance, including stylus/pen sensitivity and glove functionality. Cutting-edge technology in viewing and sensing applications as well as a combination of those technologies improves interactive display solutions, for example driver monitoring and surround view systems in automobiles. The key technical advantages of our camera modules and sensing applications include custom design, thermal management, durability, and access to IMI's patent-pending 6-axis active alignment technology. Technological expertise well-suited for complex applications and demanding environments. We are a pioneer in designing and developing customizable display solutions that address the most demanding technological and environmental challenges. These challenges include, but are not limited to, bright ambient light, vibration and shock, extreme temperatures, condensation, dust and other specialized conditions, as well as the need for enhanced touch sensitivity, curved form factors and designs that incorporate multiple interactive displays under a single formed cover lens. Our technological expertise in combination with our deep customer and commercial partner collaborations, including our collaboration with Corning, with respect to cold form glass technology, enables us to meet these challenges and act as a sole source supplier for certain customers, including, for example, select customers in ruggedized applications and the automotive industry. We continue to dedicate significant research and development resources to address these challenges and expand our interactive display solutions capabilities, touch sensor technology, as well as camera module design and related software capabilities. Further, we leverage the experience we have gained in the high-end consumer market, which is generally characterized by early adoption of new technologies and shorter product life cycles, to anticipate industry trends and innovate solutions for our automotive and industrial/specialized applications markets. Efficient global production with integrated, automated and scalable capacity. With our modern production sites in Germany, China and Japan, we have the ability to meet customers' specific requirements with regards to design, volume and manufacturing location. Our production sites in Germany and China operate on an integrated basis so that a project initiated in one site can be moved to another site without needing to incur costly or time-consuming delays in production site customization, which enables more nimble production capacity. Our flexible production lines can provide solutions for a wide range of display screen sizes. Our bonding facilities are equipped with manual, semi-automated and fully automated production lines capable of handling various production volumes, from specialized small-batch runs to high volume production. We leverage our customized equipment and manufacturing knowledge to quickly clean, re-tool and ramp up our production lines to maximize utilization. Highly integrated supply chain for our core technology. We design and/or manufacture the majority of the subassemblies (e.g., enhanced displays, touch modules, display touch assemblies and camera modules) used in our interactive display systems and purchase specific components from third parties (e.g., camera sensors or LCD open cells), including IMI, an affiliate of our majority shareholder, as needed. This provides us with flexibility to produce a wide range of metal mesh sensors, which enables us to offer a broad selection of products to our customers to fit their particular needs. In addition, our largely integrated models provide our customers with their own production efficiencies to the extent that they opt to use us as their single source supplier for interactive displays. Our business model also allows us to integrate more of our own metal mesh technology into the interactive display systems that we produce. We believe the level of our supply chain integration differentiates us from our competitors and adds value to our production capabilities. Early and deep design collaboration with Original Equipment Manufacturers. Due to the increasing integration of display, touch, and/or camera module functionality into novel design assemblies, we often engage with OEMs, either directly or through third-party suppliers, early in their design and Copies to: David S. Rosenthal, Esq. Federico G. Pappalardo, Esq. Gregory A. Schernecke, Esq. Dechert LLP 1095 Avenue of the Americas New York, NY 10036 (212) 698-3500 Katja Kaulamo Skadden, Arps, Slate, Meagher & Flom LLP TaunusTurm Taunustor 1 60310 Frankfurt am Main Germany +49 69 74 22 00 David C. Boles, Esq. Nicole C. Brookshire, Esq. Brian F. Leaf, Esq. Cooley (UK) LLP 69 Old Broad Street London, EC2M 1QS United Kingdom +44 (0) 20 7583 4055 Table of Contents development processes. We utilize our deep engineering and research and development resources and operating expertise to partner with OEMs on product design, qualification, manufacturing and testing and collaborate with them to provide comprehensive and customized solutions that meet their specific requirements. We believe this approach creates a competitive advantage for us, as it has enabled us to form long-term relationships with our OEM customers and it has provided us with an understanding of the OEMs' technology roadmaps, allowing us to develop innovative and advanced solutions to meet their current and future needs. The combination of our technological expertise and our collaborative relationships allows us to develop new applications, such as touch-enabled controls on an automotive center console, and enables us to be a sole source supplier for certain OEMs. Proven engineering and experienced management team. We have assembled a team of talented technical professionals with significant knowledge and expertise across our technologies. We also have an experienced global management team with extensive expertise in enhanced display solutions, system integration and manufacturing, and a strong track record of management experience at companies including Aptiv, AU Optronics, Dell and Siemens. Commitment to innovation. We have committed significant resources in recent periods to technological advancements in our product offerings, including acquiring touch sensor technology from VTS in 2018 and enhancing our camera module development capabilities in 2019. Such technological advancements include our interactive display solutions which leverage our expertise in display solutions and touch sensor technology, as well as camera module design and related software capabilities. We believe that interactive display solutions will be critical to support the development of advanced and complex applications, such as advanced driver assistance systems, and we believe that we are well-positioned to meet the next generation of innovation challenges for these technologies. Our Growth Strategy Our goal is to become a leading provider of interactive display solutions, in particular to OEMs and their Tier-1 suppliers, specifically within the automotive and industrial/specialized markets, and to continue to deliver innovative products to our customers in the consumer end-market. The key elements of our strategy to achieve this goal are: Expand our interactive display systems capabilities. We aim to expand our capabilities to serve as an interactive display system provider in the automotive, consumer electronics and industrial/specialized applications markets by combining system design, camera modules, software functionality and other hardware components. We plan to achieve this goal by utilizing our extensive intellectual property portfolio, process know-how, and optical bonding and metal mesh touch sensor and camera module technologies to expand our in-house technological capabilities. We also plan to expand our research and development efforts through increased investment in our engineering and software development activities, including the hiring of additional personnel. We may also seek to augment our solutions by acquiring new technologies and expertise, with an initial focus on embedded systems and software development, including by acquiring other companies or assets, hiring technical teams or entering into strategic alliances. Leverage our metal mesh technology for touch-enabled displays. We believe our metal mesh touch sensor technology is particularly well-suited for large display sizes and flexible form applications, and we intend to accelerate its broader adoption across our end-markets. Our goal is to expand our touch sensor technology beyond the consumer market by focusing on embedding metal mesh touch displays into the product offerings of new and existing automotive and industrial/specialized customers. To accomplish this, we intend to leverage our ability to produce both the electrode base film and related metal mesh touch sensors, which enables us to offer our customers both component parts as well as complete display solutions. We believe offering this optionality positions us to become a one-stop touch solutions provider. In addition, to increasingly attract higher margin solutions for automotive and Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Table of Contents industrial/specialized customers, we also intend to leverage our ability to customize our metal mesh touch sensor technology and integrate customized touch sensors into our interactive display solutions. We expect that an increasing number of these customers will adopt our in-house metal mesh display touch sensor technology as high-precision touch functionality continues to become more desired by end users. Deepen our existing customer base. We intend to expand our relationships with existing customers across our three markets automotive, consumer and industrial/specialized and our aim is to capture an increasing amount of their business across the technologies that we offer, with a special focus on interactive display business. Our objective is to be the supplier of choice and to service all of our customers' needs in this space. To achieve this, we plan to continue leveraging and developing our technological capabilities, engineering talents and sales and marketing proficiency. For example, with respect to our automotive customers, we are increasingly collaborating in the early stages of the OEM design and development process on interactive display systems for car interiors, which have become, and we believe will continue to be, differentiating factors for the driver experience. We are similarly engaged at early stages with our industrial/specialized customers in order to provide them with highly customized solutions for their projects. We expect to convert these close, early-stage collaborations for higher margin solutions into even deeper long-term relationships with customers. With respect to our consumer customers, we see significant potential to increase our share of their business in the areas of display, touch and display head assembly, especially in light of the recent surge in remote working, which has further increased demand for the types of products that house our components. Continue to expand our customer base. We intend to acquire new customers particularly within our automotive and industrial/specialized markets. We believe we are well-positioned to further penetrate these markets given our technological expertise, our differentiated touch sensor technology, our ability to produce products for use in demanding environments, our collaboration with Corning to utilize cold forming technology, our increasing focus on developing advanced camera modules and related software and our strong reputation within the automotive industry. We believe our technological capabilities, production know-how and research and development expertise will enable us to continue to improve our products' functionality and performance and will facilitate our ability to develop products and enhancements, enable new applications and expand our customer base within our core end-markets. Concurrent Private Placement Corning, one of our commercial partners, has agreed to purchase 1,315,785 ADSs, assuming an initial offering price of $16.00 per ADS, the midpoint of the price range set forth on the cover page of this prospectus, at an aggregate purchase price of approximately $20 million in a separate concurrent private placement, that we expect will be completed shortly after the completion of this offering, at a price per ADS equal to 95% of the initial public offering price in this offering. The sale of ADSs to Corning will not be registered under the Securities Act of 1933, as amended, and is subject to limited conditions set forth in the investment agreement. While the closing of the concurrent private placement is conditioned on the closing of this offering, the closing of this offering is not conditioned upon the closing of such concurrent private placement. Company History Our business is conducted through VIA optronics GmbH, registered in the commercial register of the local court (Amtsgericht) of Nuremberg under HRB 22650, and its subsidiaries. VIA optronics GmbH was established on May 12, 2006 with an initial share capital of 25,000. The company has its registered seat in Schwarzenbruck. Because a company in the form of a GmbH cannot be used for an initial public offering, the shareholders of VIA optronics GmbH decided to create a new company in the form of a German stock CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered(1) Proposed Maximum Aggregate Offering Price(2)(3) Amount of Registration Fee(4) Ordinary shares, 1.00 notional value per share $115,000,000 $14,927 (1)American depositary shares, or ADSs, issuable upon deposit of the ordinary shares registered hereby will be registered under a separate Registration Statement on Form F-6. Every 5 ADSs will represent 1 ordinary share. (2)Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. (3)Includes ordinary shares represented by ADSs that may be purchased by the underwriters pursuant to an option to purchase additional ADSs. (4)Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine. Table of Contents corporation (Aktiengesellschaft or AG), VIA optronics AG, to serve as a holding company for the VIA optronics group and as the vehicle issuing the ADS for the initial public offering and listing on the New York Stock Exchange. On January 4, 2019, the shareholders of VIA optronics GmbH incorporated VIA optronics AG, which was registered in the commercial register of the local court of Nuremberg under HRB 36200 on March 18, 2019 with an initial share capital of 100,000. The shareholders of VIA optronics GmbH contributed all shares they held in VIA optronics GmbH to VIA optronics AG on June 25, 2019 by way of a contribution in kind against issuance of shares (Sachkapitalerh hung). As a result of this contribution, VIA optronics AG became the holding company for VIA optronics GmbH and its subsidiaries. Our website is www.via-optronics.com. This website address is included in this prospectus as an inactive textual reference only. The information and other content appearing on our website are not part of this prospectus. Our agent for service of process in the United States is VIA optronics, LLC, located at 6220 Hazeltine National Dr., Suite 120, Orlando, FL 32822, telephone number (407) 745-5031. Organizational Chart The following chart shows the organizational structure of VIA optronics AG and its direct and indirect subsidiaries as of the date hereof. See "Description of Company History and Share Capital Incorporation of the Company." Office Location Our principal executive offices are located at Sieboldstrasse 18, 90411 Nuremberg, Germany, and our telephone number is +49 (0) 911 597 575 0. Our Risks and Challenges You should carefully consider all of the information set forth in this prospectus prior to making an investment in the ADSs. Our ability to implement our business strategy is subject to numerous risks and uncertainties. Actual results could differ materially from our forward-looking statements due to a number of factors, including, without limitation, risks related to: our ability to meet customers' requirements for quality and performance or their demands as to timing or quantity; our dependence upon sales to certain customers and material fluctuation in purchase volumes period on period; our dependence upon our relationships with our strategic partners; Table of Contents The information in this prospectus is not complete and may be changed. We and the selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 22, 2020 PRELIMINARY PROSPECTUS 6,250,000 American Depositary Shares VIA optronics AG Representing 1,250,000 Ordinary Shares $ per American Depositary Share Table of Contents our ability to develop new products and win business, to convert project wins into revenue and to manage our costs during the product development cycle; the impact of the ongoing COVID-19 pandemic; our ability to adapt to risks inherent in doing business on a global level and in particular in China, including tariffs, trade wars, pandemics (such as COVID-19), economic and geopolitical instability and changes in regulatory requirements; the length of the product development cycle for our OEM, Tier-1 Supplier and other customers; our dependence upon the commercial success of our customers' products; our dependence upon a limited number of suppliers for a number of our raw materials and equipment, including the silicone material used in VIA bond plus; delays in the production of our direct customers' product offerings, including due to performance issues with, or supply shortages of, component parts unrelated to our solutions; volatility in the prices or availability of certain components and raw materials used in our business; our ability to protect our know how, trade secrets and other intellectual property; our ability to manage the expansion of our operations effectively; our ability to attract and retain key management or other key personnel; our ability to raise additional capital on attractive terms, or at all, if needed; and the other risks described in the "Risk Factors" section of this prospectus and elsewhere in this prospectus. Implications of Being an Emerging Growth Company As a company with less than $1.07 billion in revenue for our fiscal year ended December 31, 2019, we qualify as an "emerging growth company" as defined in Section 2(a) of the U.S. Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to: not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the SOX Act; reduced disclosure obligations regarding executive compensation; and not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board, or PCAOB, regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements. We may choose to take advantage of some or all of the available exemptions and have taken advantage of some of these exemptions in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold shares. We do not know if some investors will find the ADSs less attractive as a result of our use of these or other exemptions. The result may be a less active trading market for the ADSs and increased volatility in the price of the ADSs. This is the initial public offering of VIA optronics AG, a German stock corporation. We are offering American Depositary Shares, or ADSs. Every 5 ADSs will represent 1 ordinary share with a notional value of 1.00 per share. No public market currently exists for our ordinary shares or ADSs. We anticipate that the initial public offering price will be between $15.00 and $17.00 per ADS. Our ADSs have been approved for listing on The New York Stock Exchange under the symbol "VIAO." Upon the completion of this offering, we may qualify as a "controlled company" under the corporate governance standards of the New York Stock Exchange and may be eligible to rely upon exemptions from certain corporate governance requirements of such rules. See "Prospectus Summary Implications of Being a Controlled Company." We are both an "emerging growth company" as that term is defined in the Jumpstart Our Business Startups Act of 2012 and a "foreign private issuer" as defined under the U.S. federal securities laws, and as such may elect to comply with certain reduced public company reporting requirements for this and future filings. See "Prospectus Summary Implications of Being an Emerging Growth Company" and "Prospectus Summary Implications of Being a Foreign Private Issuer." Table of Contents In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of some accounting standards until the date those standards apply to companies that are not publicly traded. We currently prepare our financial statements in accordance with IFRS, as issued by the IASB, which does not have separate provisions for publicly traded and private companies. We will remain an emerging growth company until the earliest of (a) the last day of our fiscal year during which we had total annual gross revenue of at least $1.07 billion; (b) the last day of our fiscal year following the fifth anniversary of the date of the first sale of ADSs in this offering; (c) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided to emerging growth companies in the JOBS Act. Implications of Being a Foreign Private Issuer Upon consummation of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: the rules under the Exchange Act requiring domestic filers to issue financial statements prepared under U.S. GAAP; the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q, containing unaudited financial and other specified information, and current reports on Form 8-K, upon the occurrence of specified significant events. We will file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm. We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies (i) the majority of our executive officers or directors are U.S. citizens or residents, (ii) more than 50% of our assets are located in the United States or (iii) our business is administered principally in the United States. Both foreign private issuers and emerging growth companies are also exempt from certain more extensive executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company but remain a foreign private issuer, we will continue to be exempt from the more extensive compensation disclosure requirements for companies that are neither an emerging growth company nor a foreign private issuer and will continue to be permitted to follow our home country practice on such matters. Investing in the ADSs involves risks. See "Risk Factors" beginning on page 18. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents Implications of Being a Controlled Company Upon the completion of this offering, in addition to qualifying as a foreign private issuer under the Exchange Act, we may qualify as a "controlled company" under the corporate governance standards of the New York Stock Exchange and may be eligible to rely upon exemptions from certain corporate governance requirements of such rules to the extent we are not otherwise exempt as a foreign private issuer. Under the New York Stock Exchange corporate governance standards, a "controlled company" may elect not to comply with certain corporate governance requirements, including the requirements that: a majority of its board of directors consist of "independent directors" as defined under the rules of the New York Stock Exchange; its director nominees be selected, or recommended for its board of directors' selection by a nominating/governance committee comprised solely of independent directors; and the compensation of its executive officers be determined, or recommended to the board of directors for determination, by a compensation committee comprised solely of independent directors. Even if we qualify as a "controlled company" upon the consummation of the offering, we do not expect to take advantage of any of the applicable exemptions under the New York Stock Exchange corporate governance standards except to the extent we are otherwise exempt from such standards as a foreign private issuer; however, there can be no assurance that we will not elect to do so in the future if we are eligible. Per Share Per ADS Total Public offering price $ $ $ Underwriting discounts and commissions $ $ $ Proceeds to VIA optronics AG (before expenses) $ $ $ Corning Research & Development Corporation, or Corning, one of our commercial partners, has agreed to purchase ADSs at an aggregate purchase price of approximately $20 million in a separate concurrent private placement, that we expect will be completed shortly after the completion of this offering, at a price per ADS equal to 95% of the initial public offering price in this offering. The sale of ADSs to Corning will not be registered under the Securities Act of 1933, as amended. While the closing of the concurrent private placement is conditioned on the closing of this offering, the closing of this offering is not conditioned upon the closing of such concurrent private placement. The underwriters have a 30-day option to purchase up to 937,500 additional ADSs from the selling shareholders identified in this prospectus to cover over-allotments, if any. We will not receive any proceeds from the sale of ADSs by the selling shareholders. Delivery of the ADSs will be made against payment in New York, New York on or about , 2020. Neither the Securities and Exchange Commission nor any state securities commission has approved of anyone's investment in these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents The Offering ADSs offered by VIA optronics AG 6,250,000 ADSs ADSs to be sold to Corning in the concurrent private placement 1,315,785 ADSs ADSs to be outstanding immediately after this offering and the concurrent private placement 7,565,785 ADSs Ordinary shares to be outstanding immediately after this offering and the concurrent private placement 4,513,157 ordinary shares Offering price We currently estimate that the initial public offering price per ADS will be between $15.00 and $17.00. Over-allotment option 937,500 ADSs from the selling shareholders. Selling shareholders Co peratief IMI Europe U.A. and J rgen Eichner The ADSs Every 5 ADSs represent 1 ordinary share. The depositary, the custodian or any of their respective nominees will hold the ordinary shares and any other rights or property underlying your ADSs. You will have rights as provided in the deposit agreement. You may cancel your ADSs and withdraw the underlying ordinary shares as provided, and pursuant to the limitations set forth in, the deposit agreement. The depositary will charge you fees for, among other acts, any such cancellation. We and the depositary may amend the deposit agreement without your consent. If you continue to hold your ADSs, you agree to be bound by the terms of the deposit agreement then in effect. To better understand the terms of the ADSs, you should carefully read the "Description of American Depositary Shares" section of this prospectus. You should also read the deposit agreement, which is an exhibit to the Registration Statement of which this prospectus forms a part. Depositary The Bank of New York Mellon Custodian The Bank of New York Mellon SA/NV, and any other custodian as may be appointed pursuant to the deposit agreement. Sole Bookrunning Manager Berenberg Lead Manager Craig-Hallum Capital Group , 2020 Table of Contents Use of proceeds We expect to receive total net proceeds from this offering of approximately $83.1 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, assuming an initial offering price of $16.00 per ADS, the midpoint of the price range set forth on the cover page of this prospectus. We will also receive net proceeds of approximately $19.6 million from the sale of 1,315,785 ADSs in the concurrent private placement to Corning, after deducting the estimated commissions to Berenberg Capital Markets LLC, or Berenberg, based on a price per ADS equal to 95% of the initial public offering price in this offering. We intend to use the net proceeds of this offering and the concurrent private placement for the following purposes: (i) research and development, including research and development relating to interactive display solutions and other camera-enhanced displays, three dimensional displays, new sensor technologies, software enhancements and embedded computing; (ii) potential acquisitions of targets that could enhance our interactive solutions for the automotive and/or industrial/specialized markets although we do not have agreements or commitments for any material acquisitions at this time; (iii) expansion of our sales, marketing and distribution teams; (iv) improvements in and expansion of our existing production capabilities, including with respect to cold forming production, by improving automation and expanding capacity in our facilities in Germany and Japan and expanding our manufacturing facilities in new geographies; and (v) general corporate purposes, including, without limitation, working capital. See "Use of Proceeds." We will not receive any proceeds from the sale of ADSs offered by the selling shareholders, if any, pursuant to the underwriters' exercise of the over-allotment option. Dividend policy We have no present intention of declaring or paying any dividends in the foreseeable future. See "Dividend Policy."
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001772757_draftkings_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001772757_draftkings_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..16820d9cd63292d5c2ddae011204c7fbd6ec9919
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001772757_draftkings_prospectus_summary.txt
@@ -0,0 +1 @@
+SUMMARY OF THE PROSPECTUS 1 SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 12 RISK FACTORS 13 USE OF PROCEEDS 49 CAPITALIZATION 50 DILUTION 51 MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION 52 SELECTED CONSOLIDATED FINANCIAL INFORMATION 53 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 56 NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS 61 BUSINESS 66 DRAFTKINGS INDUSTRY 95 DRAFTKINGS MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 100 SBT S MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 123 MANAGEMENT 134 EXECUTIVE COMPENSATION 145 DESCRIPTION OF CAPITAL STOCK 157 SHARES AVAILABLE FOR FUTURE SALE 167 PRINCIPAL AND SELLING STOCKHOLDERS 170 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 174 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 182 UNDERWRITING 186 LEGAL MATTERS 191 EXPERTS 191 WHERE YOU CAN FIND MORE INFORMATION 192 INDEX TO FINANCIAL STATEMENTS F-1 TABLE OF CONTENTS SUMMARY OF THE PROSPECTUS This summary highlights selected information from this prospectus and does not contain all of the information that is important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included in this prospectus. Before making your investment decision with respect to our securities, you should carefully read this entire prospectus, including the information under Risk Factors, DraftKings Management s Discussion and Analysis of Financial Condition and Results of Operations, SBT s Management s Discussion and Analysis of Financial Condition and Results of Operations, Unaudited Pro Forma Condensed Combined Financial Statements and the financial statements included elsewhere in this prospectus. The Company We are a digital sports entertainment and gaming company. We provide users with daily fantasy sports ( DFS ), sports betting and iGaming opportunities, and we are also involved in the design and development of sports betting and casino gaming platform software for online and retail sportsbook and casino gaming products. Our mission is to make life more exciting by responsibly creating the world s favorite real-money games and betting experiences. We accomplish this by creating an environment where our users can find enjoyment and fulfillment through daily fantasy sports contests, sports betting and iGaming. We seek to innovate and to constantly improve our games and product offerings. Our focus is on creating unique and exciting experiences for our users. We are also highly focused on our responsibility as stewards of this new era in real-money gaming. Our ethics guide every decision we make, both in our respect for the tradition of sports and in our investment in regulatory compliance and consumer protection that have guided our company. Recent Developments The novel coronavirus is having a significant impact on most businesses, including ours. Our financial performance trends, including the impact of the coronavirus pandemic on our results for the six months ended June 30, 2020, are discussed in the section titled DraftKings Management s Discussion and Analysis of Financial Condition and Results of Operations. The direct impact on the business of DraftKings beyond disruptions in normal business operations in several of our offices has been primarily through the suspension, postponement and cancellation of major sports seasons and sporting events. Although many major sports seasons and sporting events have recommenced in recent months, COVID-19 could have a continued material adverse impact on economic and market conditions and trigger a period of continued global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate impact of COVID-19, which remains a material uncertainty and risk with respect to DraftKings, our performance, and our financial results and could adversely affect our financial results. In particular, these changes have reduced customers use of, and spending on, our product offerings, and have caused us to issue refunds for canceled events, and some retail casinos where we have branded sportsbook and DFS remain closed or have reduced their capacity. Our revenue continues to depend on major sports seasons and sporting events, and we may not generate as much revenue as we would have without the cancellation or postponements in the wake of COVID-19. On July 7, 2020, we redeemed all of our outstanding public warrants that had not been exercised as of July 2, 2020, which resulted in the exercise of 17.6 million warrants for proceeds to us of $201.4 million and the redemption of 78,156 public warrants at a redemption price of $0.01 per warrant. The private placement warrants were not subject to redemption and, to the extent not exercised, remain outstanding and exercisable. As of October 1, 2020, we had 1,939,171 private placement warrants outstanding. During the third quarter of 2020, Michael Jordan joined DraftKings as a special advisor to our board of directors. As a special advisor, Mr. Jordan will provide strategic and creative input to the board of directors on company strategy, product development, inclusion, equality and belonging, marketing TABLE OF CONTENTS CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee(3)(4) Class A common stock, par value $0.0001 per share 18,400,000(4) $ 56.12 $ 1,032,608,000 $ 112,657.54 Total Registration Fee $ 1,032,608,000 $ 112,657.54(5) (1) Includes the offering of additional shares of Class A common stock pursuant to the underwriters option to purchase additional shares. (2) Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $56.12, which is average of the $58.39 (high) and $53.85 (low) sales price of our Class A common stock as reported on The Nasdaq Global Select Market on September 28, 2020, which date was within five business days of the date that this Registration Statement was first filed. (3) Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.00010910. (4) Includes an aggregate of 18,400,000 shares of Class A common stock offered by the registrant. As set forth below, an additional 18,400,000 shares of the registrant s Class A common stock previously registered for resale on Registration No. 333-238051 are being carried forward to this registration statement pursuant to Rule 429 under the Securities Act and are being offered by the selling stockholders named herein. A filing fee of $44,494.40 was previously paid in connection with the prior registration statement. (5) Previously paid. Pursuant to Rule 429 under the Securities Act, the prospectus filed as part of this registration statement is being filed as a combined prospectus with respect to (a) 18,400,000 shares of the registrant s Class A common stock remaining unsold under Registration No. 333-238051 and (b) 18,400,000 shares of the registrant s Class A common stock offered by the registrant, which are being newly registered hereunder. Pursuant to Rule 429, this registration statement constitutes Post-Effective Amendment No. 2 to Registration No. 333-238051 with respect to the offering of such unsold shares thereunder, which are not currently being terminated by the registrant. No other changes shall be deemed to be made to Registration No. 333-238051 other than with respect to the specific shares being sold hereunder by the selling stockholders. Such post-effective amendment will become effective concurrently with the effectiveness of this registration statement in accordance with Section 8(a) of the Securities Act. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS ABOUT THIS PROSPECTUS Pursuant to Rule 429 under the Securities Act of 1933, as amended (the Securities Act ), this prospectus is a combined prospectus relating to (a) 18,400,000 shares of Class A common stock offered by the selling stockholders that are currently registered and remain outstanding under Registration No. 333-238051 and (b) 18,400,000 shares of Class A common stock offered by us that are being newly registered hereunder as part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the SEC ). You should rely only on the information contained in this prospectus. See Where You Can Find More Information. Neither we nor the selling stockholders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the selling stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front of this prospectus only, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates. Unless the context indicates otherwise, references to we , us and our refer to DraftKings Inc., a Nevada corporation, and its consolidated subsidiaries following the Business Combination (as defined herein). TRADEMARKS This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. TABLE OF CONTENTS activities and other key initiatives. On September 23, 2020, we announced that we had appointed Jocelyn Moore and Valerie Mosley to our board of directors, effective as of that date. Ms. Moore and Ms. Mosley fill two newly created seats on our board of directors, which now consists of 15 total members. Additionally, during the third quarter of 2020, we entered into multi-year agreements with: (i) ESPN to become a co-exclusive sportsbook link-out provider and exclusive daily fantasy sports link-out provider to ESPN across a selection of their digital properties, (ii) the Chicago Cubs (to be their official sports betting and daily fantasy partner), (iii) the New York Giants (to be their official sports betting, iGaming and daily fantasy operator), (iv) the PGA TOUR (to be their official betting operator), and, (v) on October 1, 2020, the Philadelphia Eagles (to be their official sports betting and daily fantasy partner). Operationally, we launched our standalone casino app in Pennsylvania and West Virginia in July 2020, following the app s debut in New Jersey in June 2020, and launched retail and online sports betting in Illinois in August 2020. Our financial results for the three months ended September 30, 2020 are not yet finalized. As of the date of this preliminary prospectus, we expect to report unaudited revenue for the three months ended September 30, 2020 of between $131 million and $133 million on a U.S. generally accepted accounting principles ( GAAP ) basis, an increase of approximately 97% as compared with the three months ended September 30, 2019, and approximately 41% as compared with the three months ended September 30, 2019, after giving pro forma effect to the Business Combination as if it had occurred on January 1, 2019 (in each case assuming a midpoint of $132 million for the three months ended September 30, 2020). Atypical hold rates from NFL wagering during the three months ended September 30, 2020 resulted in an estimated negative impact on revenue of approximately $15 million based on our historic average hold rate for online sports betting of approximately 6.5%. As a result of strong customer engagement, we expect our sales and marketing expense, inclusive of stock-based compensation, depreciation and other non-cash expenses, for the three months ended September 30, 2020 to be between $200 million and $210 million on a GAAP basis. Increased time spent at home due to COVID-19 has resulted in increased response rates to our advertising spending and, even with our scaled-up spending on customer acquisition, recent customer acquisition costs have been better than our expectations. We expect our B2C monthly unique payers ( MUPs ) for the three months ended September 30, 2020, to be approximately 1,020,000, representing growth of approximately 64% compared to the same period last year. We expect our gross margin percentage for the three months ended September 30, 2020 compared to the same period in the prior year (63%) to decline due to a relative shift in product offering mix from DFS to faster-growing online Sportsbook and iGaming product offerings, which have lower gross margin percentages due to the newer nature of these product offerings, amortization of acquired intangibles related to the SBTech acquisition, and inherent cost structure differences such as the applicability of gaming taxes. We expect the gross margin percentage for the three months ended September 30, 2020 to decline at a similar rate as the year over year decline for the period ended June 30, 2020 (3565 basis points) with any modest increase in the rate of decline that we may experience being due primarily to amortization of acquired intangibles related to the SBTech acquisition. We expect our general and administrative expense, including stock-based compensation, as a percentage of revenue for the period ended September 30, 2020 to be approximately 100 to 120% of revenue for the three month period ended September 30, 2020. The unique sports calendar, with overlapping seasons for all four major U.S. sports during a portion of the three months ended September 30, 2020, has also favorably impacted our handle in a manner that may not be representative of our performance in other periods. While handle is indicative of the volume of users engagement with our product offerings, it is not intended to be a proxy for net revenue. Handle does not include important factors affecting net revenue such as hold percentage (win rate), which can vary due to factors such as product offering mix (e.g., iGaming versus online Sportsbook), game mix within each product offering (e.g., in-game vs. pre-game wagering, slots vs. blackjack), or sports outcomes. Handle also does not include discretionary promotional spending, which depends largely on the maturity of a state s legalization of product offerings, where more mature states tend to have lower promotional spend than new states. Promotional expenses, which are recognized as contra revenue as described below under Key Components of Revenue and Expenses Revenue, increased year-over-year as a number of new states were introduced. In TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 6, 2020 PRELIMINARY PROSPECTUS DRAFTKINGS INC. 16,000,000 Shares of Class A Common Stock 16,000,000 Shares of Class A Common Stock Offered by the Selling Stockholders We are offering 16,000,000 shares of our Class A common stock and the selling stockholders named in this prospectus are offering 16,000,000 shares of our Class A common stock. We will not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders pursuant to this prospectus. However, we will pay the expenses, other than underwriting discounts and commissions incurred by the selling stockholders. We intend to use the net proceeds from our offering for general corporate purposes. Our Class A common stock is listed on The Nasdaq Global Select Market under the symbol DKNG . On October 5, 2020, the closing price of our Class A common stock was $60.55 per share. We are an emerging growth company, as that term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements. Investing in our securities involves risks that are described in the Risk Factors section beginning on page 13 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $ Proceeds, before expenses, to the selling stockholders $ $ (1) See Underwriting beginning on page 186 for additional information regarding underwriting compensation. We and the selling stockholders have granted the underwriters an option to purchase up to 4,800,000 additional shares of Class A common stock at the public offering price less the underwriting discount, at any time within 30 days of the date of this prospectus. The underwriters expect to deliver the shares of Class A common stock to purchasers on or about October , 2020. Joint Book-Running Managers Credit Suisse Goldman Sachs & Co. LLC The date of this prospectus is October , 2020. TABLE OF CONTENTS SELECTED DEFINITIONS BCA or Business Combination Agreement refers to the Business Combination Agreement, dated as of December 22, 2019, as amended on April 7, 2020, by and among DEAC, Old DK, SBT, the SBT Sellers party thereto, the SBT Sellers Representative, DEAC Nevada and Merger Sub. Board or board of directors refers to our board of directors. Business Combination refers to the transactions contemplated by the BCA. Charter refers to our amended and restated articles of incorporation. Class A common stock refers to the Class A common stock, par value $0.0001 per share, of the Company. Class B common stock refers to the Class B common stock, par value $0.0001 per share, of the Company. Closing refers to the closing of the Business Combination. Closing Date refers to April 23, 2020, the date on which the Closing occurred. Continental refers to Continental Stock Transfer & Trust Company, the transfer agent, warrant agent and escrow agent of DEAC. Convertible Notes refers to those certain subordinated convertible notes, issued by Old DK on or after December 16, 2019 to certain investors in an aggregate principal amount of approximately $109.2 million. DEAC refers to Diamond Eagle Acquisition Corp., a Delaware corporation. DEAC Class A common stock refers to the shares of Class A common stock, par value $0.0001 per share, of DEAC. DEAC Class B common stock refers to the shares of Class B common stock, par value $0.0001 per share, of DEAC. DEAC NV refers to DEAC NV Merger Corp., a Nevada corporation, which was renamed DraftKings Inc. in connection with the Closing. DEAC Shares refers to shares of DEAC Class A common stock and shares of DEAC Class B common stock. DEAC Stockholders refers to, collectively, holders of shares of DEAC Class A common stock and holders of shares of DEAC Class B common stock, but does not include the PIPE Investors or the holders of the Convertible Notes. dollars or $ refers to U.S. dollars. DraftKings refers to, prior to the Business Combination, DraftKings Inc., a Delaware corporation, and following the Business Combination, DraftKings Inc., a Nevada corporation, and its consolidated subsidiaries. Exchange Act refers to the Securities Exchange Act of 1934, as amended. founder shares refers to shares of DEAC Class B common stock initially purchased by our Sponsor and Harry Sloan in a private placement prior to DEAC s initial public offering and the shares of Class A common stock that were issued upon the automatic conversion of those shares in connection with the Closing. Merger Sub refers to DEAC Merger Sub Inc., a Delaware corporation. Nasdaq refers The Nasdaq Global Select Market. Old DK refers to, prior to the Business Combination, DraftKings Inc., a Delaware corporation. Old DK Warrants refers to the 120,670 warrants initially issued by Old DK to certain institutional investors and which were assumed by the Company and remain outstanding. TABLE OF CONTENTS addition, total company net revenue is a function not only of online Sportsbook and iGaming, but also DFS and our B2B business, both of which grew less rapidly on a year-over-year basis. Because our financial results for the three months ended September 30, 2020 are not yet finalized and due to the unique nature of the sports calendar during this period, we are providing preliminary data regarding our handle, which we do not intend to provide in the normal course of our financial reporting. Our online sports betting handle for the three months ended September 30, 2020, is expected to have grown approximately 460% compared to the same period last year, including online sports betting handle growth in New Jersey of approximately 110%. Our iGaming handle for the three months ended September 30, 2020 is expected to have grown approximately 335% compared to the same period last year, including iGaming handle growth in New Jersey of approximately 150%. Cautionary Statement Regarding Preliminary Results The results for the three months ended September 30, 2020, are preliminary, unaudited and subject to completion, reflect our management s current views and may change as a result of our management s review of our results and other factors, including economic and competitive risks and uncertainties. Such preliminary results for the three months ended September 30, 2020, are subject to the finalization and closing of our accounting books and records (which have yet to be performed), and should not be viewed as a substitute for full quarterly financial statements prepared in accordance with U.S. GAAP. We caution you that these preliminary results for the three months ended September 30, 2020, are not guarantees of future performance or outcomes and that actual results may differ from those described above. You should read this information together with the sections of this prospectus entitled Selected Consolidated Financial Information and DraftKings Management s Discussion and Analysis of Financial Condition and Results of Operations, our audited consolidated financial statements and our unaudited condensed combined interim financial statements included elsewhere in this prospectus. These preliminary results have been prepared by and are the sole responsibility of our management. BDO USA, LLP ( BDO ) has not audited, reviewed, compiled or performed any procedures with respect to the accompanying preliminary financial data. Accordingly, BDO does not express an opinion or any other form of assurance with respect thereto. Our Story We aspire to deliver a product that is developed with our users in mind and to be as trustworthy as we are innovative in everything we bring to market. This comes in the form of what we believe to be leading-edge, proprietary technology that powers real-money games and betting experiences designed for the skin-in-the-game sports fan the fan who seeks a deeper connection to the sporting events that he or she already loves. Our vision for DraftKings has been shaped by this user, both in who he or she is today and who we anticipate he or she will become as the entertainment and gaming industries evolve. At our core, we are a digital sports entertainment and gaming company with roots in technology and analytics that fosters dynamic and personalized experiences for the sports fan. This vision underpins our position as a leader in today s fast-growing global entertainment and gaming industries. As of June 30, 2020, DraftKings has hosted over 4.6 million unique paid users. That number encompasses a user base that continues to steadily grow: During the six months ended June 30, 2020, we had 507,628 average MUPs and revenue of $159.5 million, resulting in an average revenue per MUP ( ARPMUP ) of $47. By comparison, during the same time period in 2019, we had 537,142 average MUPs and revenue of $125.5 million, resulting in an ARPMUP of $39. During the year ended December 31, 2019, we had 684,103 average MUPs and revenue of $323 million, resulting in an ARMUP of $39. By comparison, during 2018, we had 600,886 average MUPs and revenue of $226 million, resulting in an ARPMUP of $31. Our growth is driven both by acquiring new users, engaging our existing users and re-engaging our past users. Research tells us that our typical user craves a more immersive and curated fan TABLE OF CONTENTS PIPE Investors refers to certain institutional and accredited investors who are party to the Subscription Agreements. PIPE Warrants refers to the 3.0 million redeemable warrants issued in the Private Placement, each of which is exercisable for one share of DEAC Class A common stock at an exercise price of $11.50 per share, in accordance with its terms, and upon the Closing, became warrants to acquire shares of Class A common stock on the same terms as DEAC s public warrants. Private Placement refers to the issuance of an aggregate of 30,471,352 shares of DEAC Class A common stock and the PIPE Warrants pursuant to the Subscription Agreements to the PIPE Investors immediately before the Closing, at a purchase price of $10.00 per share. private placement warrants refers to the 3,333,332 warrants initially issued to DEAC s Sponsor and Harry Sloan in a private placement simultaneously with the closing of DEAC s initial public offering, each of which is exercisable for one share of our Class A common stock at an exercise price of $11.50 per share, in accordance with its terms, and does not include the PIPE Warrants. public warrants refers to the warrants to purchase shares of DEAC Class A common stock sold as part of the units in DEAC s initial public offering, each of which, until July 7, 2020 when we redeemed all of our outstanding public warrants that had not been exercised as of July 2, 2020, was exercisable for one share of DEAC Class A common stock at an exercise price of $11.50 per share, in accordance with its terms, and upon the Closing, became warrants to acquire shares of Class A common stock on the same terms as DEAC s public warrants. reincorporation refers to the change of DEAC s jurisdiction of incorporation from Delaware to Nevada in connection with the Business Combination through the merger of DEAC with and into DEAC NV, with DEAC NV surviving the merger, pursuant to the terms and subject to the conditions of the Reincorporation Merger Agreement. Reincorporation Merger Agreement refers to the Agreement and Plan of Merger, dated as of March 12, 2020, by and between DEAC and DEAC NV. SBT or SBTech refers to SBTech (Global) Limited, a company limited by shares, originally incorporated in Gibraltar and continued as a company under the Isle of Man Companies Act 2006, with registration number 014119V. SBT Sellers refers to each of the holders of capital stock of SBT party to the BCA. SBT Sellers Representative refers to Shalom Meckenzie in his capacity as representative of the SBT Sellers under the BCA. Securities Act refers to the Securities Act of 1933, as amended. SBT shares refers to the ordinary shares, par value $0.10 per share, of SBT. SEC refers to the U.S. Securities and Exchange Commission. Sponsor refers to Eagle Equity Partners, LLC, a Delaware limited liability company controlled by Jeff Sagansky and Eli Baker. Subscription Agreements refers to the subscription agreements, dated December 22, 2019, between DEAC and the PIPE Investors, pursuant to which DEAC agreed to issue an aggregate of 30,471,352 shares of DEAC Class A common stock plus 3.0 million PIPE Warrants to the PIPE Investors immediately before the Closing at a purchase price of $10.00 per share. In connection with the Closing, the currently issued and outstanding shares of DEAC Class A common stock were exchanged, on a one-for-one basis, for shares of Class A common stock and all of DEAC s outstanding warrants became warrants to acquire shares of Class A common stock on the same terms as DEAC s warrants. TABLE OF CONTENTS experience. This was the user we sought with the launch of DFS, our first product offering following our founding in 2011, which has served as the foundation for our growth. Unlike traditional, season-long fantasy sports offerings, DFS challenges users to create a lineup of players within a predefined fantasy budget and to make decisions tied to a single day s sporting events, requiring an elevated level of skill and providing a heightened degree of real-time gratification. This format has fundamentally changed the landscape of sports consumption, driving millions of users to download the DraftKings app and visit our website to make DFS a staple of how they engage with teams, athletes and sports statistics on an everyday basis. As the popularity of our offerings grew, so did our brand equity, which has been critical to our success over the past eight years. DraftKings became a recognized name among gaming and sports enthusiasts because it represented an entirely new way of interacting with sports. We have remained a recognized name due to the strong and lasting relationships we have formed with our users over time. We have placed our users at the center of our operating model. Built at the intersection of agile technology, data-driven decision-making and dynamic product development, our product offerings and platform are grounded in an absolute focus on our users who they are and what experiences they want. By leveraging research and analytics to inform our roadmaps, we have built a mobile-first ecosystem that offers experiences tailored to the interests and behaviors of our users, resulting in a truly distinctive and personalized experience for the skin-in-the-game sports fan. Powering our product offerings is a highly scalable platform that allows us to prioritize speed to market without sacrificing the integrity of our products performance. Over the past 18 months, we have leveraged the DraftKings platform to expand our operations from DFS into two new product offerings: Sportsbook and iGaming, and created a standalone casino app. In August 2018, less than three months after the U.S. Supreme Court struck down the Professional and Amateur Sports Protection Act of 1992, we launched our online Sportsbook offering in New Jersey. The relative speed with which we moved into this nascent space was no accident: it reflected nearly a decade s work in agile software development and regulatory know-how that allowed us to navigate this environment. Our implementation of critical responsible-gaming staples like user protection and data security would have been virtually impossible to deliver quickly into an online Sportsbook offering without the strength of our existing infrastructure. Since launching in 2018, we have deepened our understanding of who our sports betting users are and what they value. As of September 1, 2020, our Sportsbook app and website are available in Colorado, Illinois Indiana, Iowa, New Hampshire, New Jersey, Oregon, Pennsylvania and West Virginia. Our standalone casino app is also live in New Jersey, Pennsylvania and West Virginia. As a result of the highly personalized and engaging user experience we offer, we have quickly emerged as one of the most recognized brands in unaided brand association among current online sports bettors and the top website used among sports bettors in the United States, according to a June 2019 survey issued by Ipsos and the Fantasy Sports & Gaming Association. That model defines our brand in the eyes of both our users and our employees: move rapidly and deliver the experiences that our users love. Our entry into the iGaming space has been no different. Shortly after the launch of our online Sportsbook offering in New Jersey, we turned to iGaming as a clear strategic adjacency for a growing, mobile-centric user base seeking entertainment in real time. We entered an industry with several incumbent land-based licensed operators with mobile offerings and, in less than a year, surged to one of the top operators in the iGaming space in New Jersey based on revenue, according to Eilers & Krejcik Gaming, LLC s ( Eilers ) U.S. Online Casino Tracker for December 2019. We offer hundreds of games on our iGaming platform across traditional offerings like blackjack, roulette and slot machines, many of which have been designed by our in-house games studio (and which are our most popular in-app offerings). The continued evolution of this platform will serve as a distinct differentiator in our ability to achieve rapid growth in the iGaming space over time. The intersection between the continued evolution of the distinct experiences we offer and our user-centric DNA is what sets DraftKings apart. We plan to expand our offerings to begin serving other operators within our industry. We will begin by migrating DraftKings own consumer offering onto the SBTech proprietary sports betting platform over time, allowing us to become a fully vertically integrated sports betting operator. We will also leverage our shared infrastructure to service adjacent branded operators in both the United States and TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The statements contained in this prospectus that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team s expectations, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements include statements relating to our expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipate, believe, continue, could, estimate, expect, intends, may, might, plan, possible, potential, predict, project, should, would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about: our ability to raise financing in the future; our success in retaining or recruiting officers, key employees or directors; factors relating to our business, operations and financial performance, including: our ability to effectively compete in the global entertainment and gaming industries; our ability to successfully acquire and integrate new operations; our ability to obtain and maintain licenses with gaming authorities; our inability to recognize deferred tax assets and tax loss carryforwards; market conditions and global and economic factors beyond our control, including the potential adverse effects of the ongoing global coronavirus ( COVID-19 ) pandemic on capital markets, general economic conditions, unemployment and our liquidity, operations and personnel; intense competition and competitive pressures from other companies worldwide in the industries in which we operate; litigation and the ability to adequately protect our intellectual property rights; and other factors detailed herein under the section entitled Risk Factors. These forward-looking statements are based on information available as of the date of this prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements such as those contained in documents we have filed with the U.S. Securities and Exchange Commission. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. For a discussion of the risks involved in our business and investing in our common stock, see the section entitled Risk Factors. Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. TABLE OF CONTENTS internationally at greater scale. This could include online sportsbooks, retail sportsbooks, iGaming operators, as well as governments or lotteries seeking to manage their own sportsbook or iGaming offerings. Our SBTech platform offers one of the industry s most robust platform solutions to satisfy customers sports betting technology needs, ranging from trading and risk management to platform services to support reporting, customer management and regulatory reporting requirements. Our B2B business competes with a variety of other sports betting technology providers and differentiates itself through this full suite platform offering. In addition, we are able to offer through SBTech, a leading iGaming solution via a proprietary platform with integrations to third-party iGaming suppliers. These capabilities provide the foundation for what we believe to be a best-in-class enterprise offering whose reach will continue to expand. Ultimately, we believe we are uniquely positioned to continue delivering optimal experiences for sports fans who engage deeply with our offerings and to service other companies who seek to offer those experiences themselves. What Makes Us Different In order to build the best real-money games and product offerings, we have invested in core disciplines across technology, analytics and marketing, which have become our operational bedrock and have allowed us to rapidly bring innovative new experiences to market while gaining a unique understanding of our users. The result was market leadership in the DFS industry, fueled by a brand reputation and a depth of user trust that has set us apart from our competitors. Our DFS investments positioned us to successfully compete in online sports betting and iGaming, in addition to DFS. The core strengths that were born out of our DFS experience have been critically important in the first 18 months of our entry into Sportsbook and iGaming, from the resonance of our brand to the scalability of our technology. Similarly important were the regulatory experience and technical infrastructure we built in adapting to the responsible gaming requirements of DFS, which have served as the foundation of our speed to market in online sports betting and iGaming. These are the strengths that not only set us apart as a DFS operator, but also will continue to differentiate us as a digital sports entertainment and gaming company: Mobile-First Product Innovation. From DraftKings inception, we have prided ourselves on our ability to deliver new and exciting product offerings to our users. We were the first company to launch a mobile daily fantasy sports app in 2013, anticipating the impending behavioral shift of a user base that had historically relied on a desktop-only experience. The rapid adoption of this product pushed us to extend native mobile experiences across all of our offerings on both iOS and Android, the result of which has been industry-leading app reviews within the sports and games categories. We have extended this investment to build in-house capabilities in order to deliver proprietary mobile games, ranging from DFS offerings across every major professional sport to the native development of our own casino games. These offerings are unified by a consistent experience that reinforces retention within our apps. Additionally, as a result of user-driven feedback around our in-app experience and our product innovation, we have created programs with DraftKings-built social features, including our private DFS leagues for friends, as well as loyalty programs like our daily virtual rewards program. We continue to reinforce this investment in product innovation by recruiting top-tier engineers, with a particular emphasis on experience in consumer-facing mobile app development. Scalable Platform and Infrastructure. The consumer experiences described above sit on a shared technology platform that has allowed for maximum flexibility in our product development strategy. We have established a one-platform model by launching features like single sign-on, an integrated wallet and universal user profile, while simultaneously leveraging our technological investments in DFS around responsible gaming, compliance and data security to establish similar infrastructure within Sportsbook and iGaming. The net result is an integrated experience that allows a user to move seamlessly between a DFS contest, a sports bet and a hand of blackjack, all while earning money into one wallet and earning rewards into one profile. Highly Dependable Source of Users. In addition to building innovative, scalable product offerings, we also have the ability to effectively acquire users to engage with those offerings. The TABLE OF CONTENTS trusted base of DFS users that we have built over time has provided us recognition among a highly dependable source of users that are willing to engage with our new product offerings. This allows us to establish a foothold for Sportsbook in new jurisdictions from the moment sports betting is legalized in such jurisdiction. Our foothold begins with the strength of our brand, which is honed to create a voice and a message that resonates positively with the American sports fan. We have invested in optimizing the new user experience, both from the perspective of product innovation such as our seamless registration flow and a first-time user experience that educates our users without intimidating them and in proprietary growth marketing technology that optimizes user acquisition at scale. We layer marketing on top of this foundation in various forms, from targeted campaigns to our Refer-a-Friend program that rewards friend-to-friend invitations. We have invested deeply in marketing technology to create promotional capabilities that match users dynamically to programs and offers we know they will enjoy. We have spent years honing our model with this type of marketing across TV, digital and offline channels, relying entirely on in-house analytics to reduce our cost of acquisition by algorithmically matching the right user to the right offer on the right channel. User Retention and Monetization. Tied to the strengths we have built in amassing an existing user base are the capabilities we have harnessed with our existing users. We function from the perspective that no user is more important than our existing ones these are the users around whom our business has been built, and for whom we continue to operate. To that end, we have made major investments in building a research-and-feedback loop that connects our users directly to our product and marketing teams, ensuring that we are constantly listening and making decisions based on their needs. This informs the way in which we think about retention. For example, we have implemented various creative reinvestment programs tied to mechanisms like giveaways, missions, achievements and rewards, all of which were designed based entirely on input from our users. These programs sit on top of a data-driven customer relationship management operation that leverages user insights and a suite of models to optimize our retention channels, which we have supplemented with technology that creates automated triggers connecting users to customized offers. All of this technology is underpinned by a data science framework which allows us to build user personae that cut across all of our consumer product offerings, enabling us to intelligently cross sell across all of our product offerings. Market Access and Compliance Platform. We have developed technology, product offerings and partnerships to create a sustainable advantage in the gaming and DFS industries. Strategic multi-year arrangements with lotteries, governments and casinos enable us to offer our products to end users. Additionally, we have obtained licenses in nine states, where it is required, in the United States, and internationally in the United Kingdom, Australia and Malta, to operate our DFS platform. We are also a registered DFS operator in four additional U.S. states where registration versus licensing is required to operate. Our B2B business, formerly SBTech, has obtained licenses (and approval, as applicable) in six states in the United States and in the United Kingdom, Gibraltar, Malta and Romania. Additionally, our B2B business has certified its software in various territories, including in Denmark, Italy, Nigeria, Portugal, South Africa and Spain, and its services are available in Azerbaijan, Belgium, Cyprus, Czech Republic, Greece, Mexico, Poland and Spain under local licenses held by operators using SBTech s platform in these jurisdictions. Underpinning our regulatory access is our DraftKings platform that allows us to efficiently and safely scale our product offerings into multiple jurisdictions. We have developed our DraftKings platform from the ground up to meet the needs of the unique regulatory environment that the United States offers, while maintaining ease of use for our users. We provide a single experience for login, verification and wallet. Our SBTech platform has been built from the ground up to meet the needs of differing regulatory regimes, including configurable regulatory and responsible gaming controls such as responsible gaming tests, operator alerts on user behavior, deposit limits, betting limits, loss limits, timeout facilities, session limits, reality checks, balance thresholds and intended gaming amounts. These features allow the operators customers full control of their gaming to allow them to play responsibly. TABLE OF CONTENTS Our Business Model Across all of our offerings, we provide users with a single integrated platform that provides one account, one wallet, a centralized payment system and responsible gaming controls, compliant with regulations across all jurisdictions in which we operate (we refer to this as our platform ). This platform enables us to develop a seamless and personalized experience across our product offerings. Our product offerings, consisting of daily fantasy sports, Sportsbook and iGaming, available through both web and mobile applications, generate substantially all of our revenue. Our business model relies on our ability to leverage this multijurisdictional platform and create innovative product offerings that will both attract new users and retain our growing base of users. Monetizing our Platform We monetize our platform through the following principal offerings: Business-to-Consumer ( B2C ) Daily Fantasy Sports (DFS). Since launching our platform, we have monetized our DFS offering by facilitating peer-to-peer play, whereby users compete against each other for prize money. We provide users with a technology platform that establishes daily fantasy sports contests, scores the contest, distributes the prize money and performs other administrative activities to enable the skin-in-the-game sports fan experience. Our revenue is the difference between the entry fees collected and the amounts paid out to users as prizes and customer incentives in a period. Sportsbook. To further enhance the skin-in-the-game sports fan experience, shortly after the U.S. Supreme Court struck down the Professional and Amateur Sports Protection Act of 1992 ( PASPA ), we enabled our platform to offer online sports betting. In Sportsbook, we generate revenue from hold as users play against the house (us). iGaming. iGaming includes the full suite of games available in land-based casinos, such as blackjack, roulette and slot machines, all integrated with our other offerings through our platform. For these offerings, we function similarly to land-based casinos, generating revenue through hold as users play against the house (us). Business-to-Business ( B2B ). Our B2B business is composed of the legacy SBTech business, a turnkey supplier of an end-to-end suite of services, such as a fully- and semi-managed Internet-based (e.g., mobile) sportsbook with industry-leading risk management tools and an in-house multi-channel technology platform configured with all major payment gateways and adaptable to regulatory requirements, casino providers and customer relationship management tools. In addition, through our B2B business, we offer a leading mobile casino gaming solution via the SBTech proprietary platform with integrations to all leading third-party mobile gaming suppliers. This proprietary platform allows leading mobile sportsbook and casino gaming operators to deliver products under their own brands, powered by SBTech s leading industry platform engine. Across all of our principal offerings, as more users place more bets or enter more contests, we earn more revenue. We also generate revenue from offering advertising and sponsorship packages to targeted advertisers across our entertainment and gaming offerings. Our Priorities As we continue to invest in our core competitive advantages, we believe we will remain positioned to build a leadership position within the burgeoning global entertainment and gaming industries. We have established several major areas of strategic focus that will guide the way we think about our future growth: Continue to invest in our products and platform. We have established a set of competencies that position us at the forefront of the evolving digital sports entertainment and gaming industries. In the immediate term, our focus will be on reinforcing our competitive strengths and our core competencies, TABLE OF CONTENTS in order to continue iterating on our core user experiences while we reinforce the analytical, marketing and technological infrastructure that allows us to scale our offerings. We plan to continue to invest in our users and in our product offerings as we remain dually driven to keep our existing users engaged while we expand the capabilities of the platform that will enable us to rapidly reach new geographies and attract new audiences. Launch our product offerings in new geographies. With our experience in regulated gaming jurisdictions in the United States, we are prepared to enter new states as regulations on sports betting and iGaming open up these jurisdictions to us. Whether the appropriate route for a geography is to operate as a mobile consumer operator, a mobile consumer operator with a retail presence, a technology solution provider to a government entity, or any permutation of the foregoing, our goal is to be ready to enter jurisdictions that provide for daily fantasy sports, sports betting and iGaming. We are also well prepared to continue growing our B2B customer base outside of the United States given the flexible and robust nature of the SBTech platform. Effectively integrate with SBTech to form a vertically integrated operation. We expect to realize synergies with SBTech by transitioning to its risk and trading sports betting platform over time, with full integration occurring by September 2021, instead of relying on a third-party platform in order to offer Sportsbook. This will provide us with the opportunity to reduce costs and differentiate our offering in North America from other gaming operators in order to establish ourselves as an end-to-end operation across all of our offerings. We expect the transition to SBTech s risk and trading platform will deliver efficiencies over time as we consolidate redundant capabilities. Additionally, we expect that we will be able to serve other branded consumer operators in the United States and internationally such as online sportsbooks, retail sportsbooks and iGaming operators with our proprietary sports betting and player-management technology. SBTech will allow us to access jurisdictions and opportunities within the footprint of SBTech that would otherwise not be available to us. Create replicable and predictable state-level unit economics in sports betting and iGaming. We believe that creating the best state-level unit economics in our industry will be necessary for achieving and maintaining long-term significant market share in the U.S. Using as a baseline the economic framework we have refined over our first 18 months operating in New Jersey, we believe we can create a replicable model that balances the right levels of investment and efficiency within each new jurisdiction that we enter. This will be aided by our integration of the SBTech platform in order to reduce our platform fees and ultimately remove our reliance on third-party platforms to operate our Sportsbook offering. We plan to leverage our national scale to improve our user acquisition costs, reduce our variable operational costs by investing in technology and data science to increase automation, and leverage our combined product, technology and existing user database to create strong strategic partnerships with casinos, lotteries and governments. Expand our consumer offerings. In addition to rapidly expanding into new jurisdictions, the strength of our platform is that it allows us to seamlessly integrate new product offerings into the DraftKings ecosystem. This comes in the form of extensions of our existing offerings such as the addition of daily fantasy sports for sporting events like the Olympics, or a deeper investment in our proprietary live-betting mobile experience, as well as in potential expansion into adjacent industries. We are capable of quickly bringing offerings like these to market via our existing technology platform, and to immediately cross-market them to users according to our data analytics. Government Regulation We are subject to various U.S. and foreign laws and regulations that affect our ability to operate in the DFS, sports betting and iGaming industries. These industries are generally subject to extensive and evolving regulations that could change based on political and social norms and that could be interpreted in ways that could negatively impact our business. The gaming industry (inclusive of our iGaming and sports betting product offerings) is highly regulated and we must maintain licenses and pay gaming taxes or a percentage of revenue in each jurisdiction from which we operate in order to continue our operations. Our business is subject to extensive regulation under the laws, rules and regulations of the jurisdictions from which we operate. TABLE OF CONTENTS These laws, rules and regulations generally concern the responsibility, financial stability, integrity and character of the owners, managers and persons with material financial interests in the gaming operations along with the integrity and security of the iGaming and sports betting product offering. Violations of laws or regulations in one jurisdiction could result in disciplinary action in that and other jurisdictions. Emerging Growth Company We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Company s initial public offering, (b) in which we have total annual revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Risk Factors Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled Risk Factors , that represent challenges that we face in connection with the successful implementation of our strategy and growth of our business. Corporate Information We are a Nevada corporation and were incorporated as DEAC NV Merger Corp., a wholly-owned subsidiary of our legal predecessor, DEAC, a special purpose acquisition company. On April 23, 2020, DEAC consummated the Business Combination and, in connection therewith, (i) DEAC merged with and into us, whereby we survived the merger and became the successor issuer to DEAC by operation of Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act ), (ii) we changed our name to DraftKings Inc., (iii) we acquired Old DK by way of a merger and (iv) we acquired all of the issued and outstanding share capital of SBTech. Upon consummation of the foregoing transactions, Old DK and SBT became our wholly-owned subsidiaries. Our principal executive offices are located at 222 Berkeley Street, 5th Floor, Boston, MA 02116. Our telephone number is (617) 986-6744, and our website address is www.draftkings.com. Information contained on our website or connected thereto is provided for textual reference only and does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement TABLE OF CONTENTS of which it forms a part. TABLE OF CONTENTS THE OFFERING Class A common stock offered by us 16,000,000 shares (or 18,400,000 shares if the underwriters exercise their option to purchase additional shares in full) Class A common stock offered by selling stockholders 16,000,000 shares (or 18,400,000 shares if the underwriters exercise their option to purchase additional shares in full) Option to purchase additional shares of Class A common stock We and the selling stockholders have granted the underwriters an option to purchase up to an aggregate of 4,800,000 shares of Class A common stock. This option is exercisable, in whole or in part, within 30 days after the date of this prospectus. Class A common stock to be outstanding immediately after this offering 373,402,499 shares (or 375,802,499 shares if the underwriters exercise their option to purchase additional shares in full) Use of proceeds We estimate that after deducting underwriting discounts and commissions and estimated offering expenses payable by us, we will receive approximately $ million of net proceeds from this offering (or $ million if the underwriters exercise their option to purchase additional shares). We currently intend to use the net proceeds from the offering for general corporate purposes. We will not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders. We will, however, bear the costs associated with the sale of shares by the selling stockholders, other than underwriting discounts and commissions. See Use of Proceeds. Risk Factors Investing in our Class A common stock involves a high degree of risk. See Risk Factors in this prospectus. Ticker Symbol DKNG for our Class A common stock. The number of shares of Class A common stock to be outstanding immediately after this offering is based on 357,402,499 shares of Class A common stock outstanding as of October 1, 2020 and does not include (i) 52,870,000 shares of Class A common stock reserved for issuance under the DraftKings Inc. 2020 Incentive Plan (the Incentive Plan ), (ii) 5,840,000 shares of Class A common stock reserved for issuance under the DraftKings Employee Stock Purchase Plan ( ESPP ), (iii) 43,485,819 shares of Class A common stock issuable upon the exercise of outstanding options to purchase shares of our Class A common stock, outstanding as of October 1, 2020 and with a weighted average exercise price of $3.10, (iv) 20,147,886 shares of Class A common stock issuable upon the exercise of outstanding restricted stock units, outstanding as of October 1, 2020, and (v) 1,939,171 shares of Class A common stock underlying our private placement warrants. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001773086_yunhong_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001773086_yunhong_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..75bf12e466b6d3ed0974a1af66503d107aaf6a96
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001773086_yunhong_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 tm206912d1_s1a.htm S-1/A As Filed with the U.S. Securities and Exchange Commission on February 6, 2020 Registration No. 333-232432 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Yunhong International (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061 Telephone: +86 131 4555 5555 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Yubao Li 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061 Telephone: +86 131 4555 5555 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Barry I. Grossman, Esq. Stuart Neuhauser, Esq. Benjamin S. Reichel, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300 Bradley Kruger Ogier 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands (345) 949-9876 Mitchell S. Nussbaum, Esq. Giovanni Caruso, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 (212) 407-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer x Smaller reporting company x Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one Class A ordinary share, $0.001 par value, one-half of one redeemable warrant and one right to receive one-tenth of one Class A ordinary share(2) 5,750,000 $ 10.00 $ 57,500,000 $ 6,969.00 Class A ordinary shares included as part of the units(3) 5,750,000 — — — (4) Redeemable warrants included as part of the units(3) 2,875,000 — — — (4) Rights included as part of the units(3) 5,750,000 — — — (4) Class A ordinary shares underlying rights included as part of the units (3) 575,000 $ 10.00 $ 5,750,000 $ 696.90 Representative s Unit Purchase Option 1 $ 100.00 $ 100 $ 0.01 Units underlying the Representative s Unit Purchase Option ("Representative s Units") 287,500 $ 12.25 $ 3,521,875 $ 457.14 Class A ordinary shares included as part of the Representative s Units(3) 287,500 — — — (4) Warrants included as part of the Representative s Units(3) 143,750 — — — (4) Rights included as part of the Representative s Units(3) 287,500 — — — (4) Class A ordinary shares underlying rights included as part of the Representative s Units(3) 28,750 — — — (4) Underwriter s Class A ordinary shares(3) 57,500 $ 10.00 $ 575,000 $ 69.70 Total $ 67,346,975 $ 8,192.75 (5) (1)Estimated solely for the purpose of calculating the registration fee. (2)Includes 750,000 units, consisting of 750,000 Class A ordinary shares, 375,000 redeemable warrants and 750,000 rights, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3)Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share capitalizations or similar transactions. (4)No fee pursuant to Rule 457(g). (5) $8,118.91 previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001774983_brooge_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001774983_brooge_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001774983_brooge_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001776641_green_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001776641_green_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d454205ec97b464a3ef213d97cb1491280ba0394
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001776641_green_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including our financial statements and related notes and the risks described under "Risk Factors" beginning on page 13. We note that our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus. All references to "we," "us," "our," "Company," "Registrant" or similar terms used in this prospectus refer to Green Grass Ecological Technology Development Co., Ltd, an exempted company incorporated under the laws of the Cayman Islands ("QQCY" or "Green Grass Cayman"), including its consolidated subsidiaries and variable interest entities ("VIEs"), unless the context otherwise indicates. We currently conduct our business through Inner Mongolia Green Grass Yuan Ecological Technology Development Co., Ltd. ("IMGG") and Beijing Rongshiyuan Ecological Technology Development Co., Ltd. ("BRE"), our operating entities in China. "PRC" or "China" refers to the People s Republic of China, excluding, for the purpose of this prospectus, Taiwan, Hong Kong and Macau, "RMB" or "Renminbi" refers to the legal currency of China and "$", "US$" or "U.S. Dollars" refers to the legal currency of the United States. Our Business We are currently engaged in the businesses of specialty agriculture farming of alfalfa, wasteland transformation, agriculture harvesting services and biomass raw materials (straw and agriculture residue) collection and processing for power plants and paper mills. We signed contracts with the local counties of Feng Zhen City in the Inner Mongolian Autonomous Region for use rights to mostly abandoned and wastelands comprising 74,220 mu or 12,228 acres (approximately 50 square kilometers) in August 2013. We grow and farm alfalfa on these lands that lack water resources or are far from the villages and cannot be farmed without modern technologies and machinery. We obtain the contractual rights for the use of these abandoned and wastelands from the local government through a land use rights transfer process at a much lower cost than normal market prices. We then use biological and engineering measures to construct desertification protection systems for these wastelands, and use drip technologies to efficiently utilize the available water resources to grow alfalfa. Alfalfa is a perennial herb and its strong and deep roots could bind organic substances to the soil. It absorbs calcium and breaks down phosphates and deposits them in the soil to decompose into organic colloids, which can stabilize the soil and improve its chemical and physical conditions. Alfalfa roots can retain the nitrogen from the surrounding air to increase soil fertility. Usually, Alfalfa can be harvested 3 times annually. Alfalfa is a preferred feed for livestock and fresh alfalfa is a top choice for cattle. It can also be processed as hay, hay meal or with a mixture of other animal feeds. High-quality alfalfa is essential for the production of organic milk and for the livestock farming, including cattle, sheep and pigs. More than 50 percent of China s supply of alfalfa comes from the United States. Inner Mongolia is the province with the highest consumption of high-quality alfalfa in China, and its milk output accounts for about one fifth of China s total. High quality alfalfa products are in short supply in Inner Mongolia and China, and there is a large market for our alfalfa products, as a substitute for imports. Our alfalfa in Feng County have three harvests a year (early June, mid-July and early October) with hay production between 3,642 and 6,070 kg per acre. We sell our alfalfa hay in two ways: (i) on-site sales at our fields and (ii) finished products sales, shipping out of our warehouse. Customers can review the color of alfalfa hay and test the moisture content of the products to select the product they would like to buy. The quality of our alfalfa products has reached the quality level of imported products, and our sales price is 15% to 20% lower than that of comparable imported products. Currently our alfalfa products are in short supply. We own large agricultural machinery and equipment and are well-equipped to operate on a modern agriculture production scale, compared to most farmers in China. The degree of our mechanization and automation operations has reached the level of similar farming companies in the United States. We own John Deere (USA) tractors and CLAAS (Germany) tractors, KUHN (France) precision seed drillers, KUHN field mowers, KUHN rake machines, KUHN large square balers, a KUHN wind wrap machine, KUHN fertilizer spreaders, KUHN hydraulic turnover plows, KUHN power driven harrows, KUHN subsoilers, and KUHN fertilizer application machines. We also own other ancillary machines, such as hydraulic folding press machines; graders; grass grabbers; folding joint preparation machines; loaders; holding clamp machines; spray machines; movable generators; soil preparation machines; fertilizer application machines; rotary tillers; trenching machines; and planer graders. Our agricultural machinery and equipment cover the full range from initial land preparation and planting to harvesting and transportation, and meet the requirements of modern agricultural machinery operation and efficiency. Our agricultural machinery and equipment not only ensure the consistency of our yield and quality control for our own products, but also can be used to provide harvesting services to other famers in China. Also, we have a fleet of transportation vehicles such as large flat transport vehicles, fuel trucks, a 55-ton large oil storage tank, and a pickup truck for both passenger and cargo, which can effectively serve our logistical needs. Calculation of Registration Fee Title of Class of Securities to be Registered Amount to Be Registered Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price (1) Amount of Registration Fee Ordinary shares, par value $0.0001 per share(2) — $— $23,000,000 $2,985.40 Underwriter Warrants(3) — $— $— $— Ordinary shares underlying Underwriter Warrants(2) (4) — $— $1,322,500 $171.66 Total — — $24,322,500 $3,157.06 (1) The registration fee for securities to be offered by the Registrant is based on an estimate of the Proposed Maximum Aggregate Offering Price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o). (2) In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional ordinary shares that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions. Includes ______ ordinary shares which may be issued upon exercise of the underwriters over-allotment option. (3) In accordance with Rule 457(g) under the Securities Act, because the registrant s ordinary shares underlying the Underwriter s warrants ("Underwriter Warrants") are registered hereby, no separate registration fee is required with respect to the warrants registered hereby. (4) As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. We have agreed to issue to the representative of the underwriters, upon closing of this offering, the Underwriter Warrants exercisable for a period of five years from the effective date of this registration statement entitling the representative to purchase up to 5% of the number of shares sold in this offering at a per share exercise price equal to 115% of the public offering price. The Registration Statement of which this prospectus is a part also covers ordinary shares issuable upon the exercise thereof. See "Underwriting." As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the ordinary shares underlying the Underwriter Warrants is $__________ (which is equal to 115% of $______ multiplied by ______ shares). The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. We do not lease our harvesting equipment and other agricultural machinery to other growers but use them as a part of our harvesting services, i.e. our operators will operate these equipment and agricultural machinery to harvest alfalfa, wheat or corn for other growers. Because these agricultural machinery are expensive and require trainings before operation, we only allow our own operators to operate these agricultural machinery and charge fees for such harvest services. Our services include crop harvesting, packing and baling and transporting them to designated warehouses. Our service fee varies depending on the service items, harvest areas, time schedule and travel distance. Our service team provides inter-state services for an operating radius of more than 2,000 kilometers. We have approximately 50 experienced professional operators of our large imported machinery, who each have 5 to 10 years of machine operation experience and long distance cross-provincial operation experience. Our agriculture harvesting services have served farmers in Shandong Province, Heilongjiang Province, Xinjiang Autonomous Region, Liaoning Province, Jilin Province, Anhui Province, Henan Province, Ningxia Autonomous Region and Shanxi Province, as well as in our own home state, Inner Mongolian Autonomous Region. As of December 31, 2019, we had accumulatively spent approximately $6.5 million of the agricultural machinery and equipment that we used in our farming business. In addition, we spent approximately $2.7 million, $3.1 million and $3.0 million for the six months ended December 31, 2019 and for the years ended June 30, 2019 and 2018, respectively, of maintaining mechanization and automation in our farming business. We have our own mechanical staffs who maintain our equipment and machinery, replace wearing and spare parts and make oil changes as a part of daily operations. With good maintenance, we do not expect any major repair to existing machinery or costs to acquire new equipment in the near future. If we have to make any major repair or replace any of our agricultural machinery, it will have negative impact on our operation and financial result due to reduce of productivity and increase of the expenses. The increased automation allow us to operate our alfalfa and biomass business in large scales. Without large agricultural machinery, it is costly and physically impossible to grow, manage, harvest, pack, process and transport alfalfa and straws in large farm land and provide harvest services to small growers. With these agricultural machinery, we create scale effect and meet demands of large customers for their needs of alfalfa and biomass materials at a competitive price compared to less automated competitors. Another main business of ours is to process and sell biomass waste and residues to power generation plants and paper mills, mainly corn and wheat straws. The straws are the waste and residue from the agriculture industry after harvesting of the crops. We purchase and collect the straws from local farmers, then cut, pack and sell them to the biomass power plants or paper mills as the raw materials for their production. It is expensive and time consuming for farmers to collect and process these straws. Traditionally, Chinese farmers pile such agricultural waste up in their fields and burn it, which has been a main cause of the air pollution in China, and also increases the risk of forest fires. With the strong air pollution control laws and regulations currently in China, burning agricultural waste and residue is strictly prohibited and there is 24/7 satellite monitoring and enforcement. Farmers are fined for violations, or criminally penalized if the violation is serious. Also, local government officials can be held accountable for any such violations in their jurisdiction by the central government. Straw is a renewable energy source. The caloric value of every two tons of straw is equivalent to one ton of standard coal, and its average sulfur content is only 0.38%, while the average sulfur content of coal is about 1%. We own full sets of highly efficient machinery and equipment to collect, process and dispose of agricultural waste and residue. We sell such biomass products to biomass power generation plants to generate electricity, as well as to the paper mills as alternative raw material in place of wood and wood pulp. Currently, we conduct combined harvesting, processing, packaging, storage and transportation of straw, mainly of corn straw in three provinces in northeast China (Heilongjiang, Liaoning and Jilin provinces) and wheat straw in four provinces (Anhui, Henan, Shandong and Hebei provinces). We are in the process of assembling a straw biomass cleaning production line and we expect to add an additional value-added service to pre-clean the biomass raw materials before turning them to our customers once we completed our assembling and final testing phase of the production line. In November 2017, we entered into a cooperative contract with one of the biomass power plants of Guoneng Biomass Power Generation Group Co. Ltd. ("Guoneng"), a subsidiary of the State Grid. In April 2019, we entered into three more cooperative contracts with three additional biomass power plants of Guoneng. Pursuant to the cooperative contracts, we will purchase and collect the straws from local farmers, process such straws including dust removal and sell them to the power plants. The four biomass power plants have agreed to purchase all the straw we can supply for its power generation plants all year long. Guoneng owns 41 biomass power plants in operation and the total demand of 41 power plants is approximately 13.5 million tons per year. We currently can only supply approximately 400,000 tons per year, leaving substantial room for growth. We also process straw and agricultural residue and sell biomass products to paper mills as raw material. According to China s National Bureau of Statistics, from early September 2016 to mid-October 2017, pulp prices increased by 56.77% to RMB 6,550.6 ($1,008) per ton, and corrugated paper prices increased by 126.21% to RMB 5,730 ($882) per ton. In 2019, the paper and cardboard production volume in China was 107.65 million tons and consumption in China was 107.04 million tons. The paper mills have been using a new process of straw paper manufacturing, in which no chemicals are used in the production process. The biomass wastes are fermented and decomposed using bacterial liquid, such that the paper products manufactured in this way meet the safety and health requirements for food contact packing paper. On January 8, 2020, we established a not-for- profit training school to provide trainings of agricultural skills and technologies to local farmers, such as driving and maintenance of agricultural machinery, modern agriculture technologies, cultivation and pest control of fruit trees, livestock farming, plant protection, conservation of water and soil. Through such training school, we hope to help local farmers obtain new skills for modern agriculture industry, increase income and come out of poverty. The training school could also supply us with much needed and well trained potential employees for our business development. We do not charge any tuition to the students and the local government provides certain subsidies to each farmer we successfully train. Our Strategy We plan to continue to expand our business in specialty alfalfa farming, wasteland transformation, agricultural harvesting services, and biomass raw materials (straw and agricultural residue) collection and processing for power plants and paper mills. We will continue to market our products and services to attract more clients through referrals from existing clients and through offline marketing methods, and we also plan to build and use an online platform for various marketing campaigns, attracting and expediting order processing, increasing our reputation and influence in the industry, and building our brand recognition in China. However, there is no guarantee that our expansion plans will be successful. We plan to implement the following strategies: Obtain development and use rights of wasteland at a lower cost from local governments and grow more high quality alfalfa products to supply livestock and cattle farmers in Inner Mongolia and other Chinese provinces. Develop our biomass business by entering into long-term supply contracts with five major state owned power companies, which control a total of 499 biomass power generation plants; Develop our biomass business with more major paper mills in China and enter into long-term supply contracts with these paper mills; Expand our biomass waste and raw material collection operations into additional major agricultural provinces in China, such as Heilongjiang and Xinjiang Provinces; Expand our biomass raw materials of rice straw, caragana korshinskii, cotton, reed and sugarcane tops; and Expand our agricultural harvesting services business and expand into the southern provinces of China, which have different weather conditions and harvest seasons than our current markets in the northern provinces of China, thus reducing the idle time for our machines and operators. Our Strengths We believe that the following strengths differentiate us from our competitors and provide us with advantages for realizing the full potential of our market opportunity: We own large imported agricultural machines and equipment from the U.S., France and Germany and are well-equipped to operate on a modern agricultural production scale, compared to most farmers in China. The degree of mechanization and automation of our operations has reached the level of similar farming companies in the United States. We are more efficient in operations and cost savings than other farmers in China. Using large agricultural machines and equipment improves the efficiency and reduces the cost for our alfalfa farming, however, the minimum land requirements to use such large machinery is at least 5,000 mu (3.33 square kilometers). With the current land use policies, most farmers in China do not have use rights to enough land to operate large machinery, whereas we have use rights to 70,000 mu of land. The imported large agriculture machines are expensive, and cost approximately $1.5 million to $2 million, rendering them cost-prohibitive to most farmers in China. We use drip technology to irrigate our crops. This technology irrigates based on the actual needs of the crop, using a pipeline and tube to gradually drip water and nutrition drop by drop evenly to the root area of the crops. Such irrigation methods will not damage the soil structure, cause less evaporation and almost no surface flow or deep layer leaks, and are a water saving method which is best for areas susceptible to water shortages and helps ensure the growth of alfalfa during drought seasons. However, the dripping irrigation system is expensive to set up initially: pipes must be buried at 60 centimeter intervals and one square kilometer land requires 1,667 kilometers of irrigation pipeline, which is cost-prohibitive for small farmers; We have approximately 50 trained and experienced professional operators of our large imported machinery, each of whom has 5 to 10 years of machine operation experience and long distance cross-provincial operation experience. There are barriers to entry for agriculture biomass collection and process businesses, and there are almost no large professional agriculture biomass raw material supply companies, due to various factors, including that (i) a machine operation team with a daily output of 400 to 500 tons of straw requires an equipment investment of approximately RMB 8 to 10 million ($1.23-1.54 million), which is prohibitive for ordinary farmers or small companies; (ii) the equipment only operates in summer and autumn (e.g. during the harvest seasons), and is idle during most of the winter and spring, therefore, such business might not be economical for a pure agriculture biomass processing company without diversified agriculture businesses and other income resources; (iii) the operations require thorough management of production procedures, and specialized equipment operation skills, and the equipment and machines require constant maintenance and parts support; (iv) the farmers require cash payments to purchase their straw and accounts receivable take time, and the business requires large investment and cannot be done without substantial liquidity. Diversified channels to reach borrowers and investors are also required. We have established large, long-term clients such as biomass power plants under the State Grid and publicly traded paper companies, which expect to buy our entire supply based upon our current capacity. Our business is an environmentally friendly business, which aids in reducing CO2 emissions and increase income for rural low income farmers, by purchasing their agricultural waste which was formerly burned, resulting in practices which are strongly encouraged and supported by local governments. We have an experienced and strong management team. Our Challenges We face challenges and uncertainties in realizing our business objectives and executing our strategies, including the following: 1. Fire accidents. Our products, alfalfa hay and straw, are highly flammable. Any fire accidents would materially affect our business. 2. The price of alfalfa hay in international markets, especially in the U.S. Currently, approximately 40% of high quality alfalfa consumed in China is imported, mostly from the U.S. We currently use alfalfa seeds imported from the U.S. Although the sale price of domestic alfalfa hay is 15-20% lower than similar imported products, any price and supply/demand change in international markets will impact our business. 3. Any changes in the livestock and cattle industry, such as the number of cattle, will affect our business. 4. Quantity and quality of agriculture biomass. There is a seriously insufficient supply of biomass straw for power plants and paper mills and we mainly purchase the straw from individual farmers. We supplement our supply with certain cooperative farmers associations, and the quality of biomass waste is not consistent. The impurities and dust of raw biomass waste materials might be excessive, which could be harmful to power generation systems and paper mill facilities and seriously affect the stable production of the plants/mills. We have invested in and installed the systems at the biomass power plants to filter out the impurities and remove the excessive dust to ensure the product quality, which increases our cost. 5. Obtaining more land use rights in China is a long and laborious process, which we would need to engage in if and when we expand our alfalfa farming business. We face additional risks and uncertainties related to our corporate structure and the regulatory environment in China. Please see "Risk Factors" and other information included in this prospectus for a discussion of these and other risks and uncertainties that we face. Corporate History and Structure We began our operations in China through the Inner Mongolia Green Grass Yuan Ecological Technology Development Co., Ltd. ("IMGG"), which was incorporated in the Inner Mongolia Autonomous Region of China in May 2013. On April 28, 2019, Beijing Rongshiyuan Ecological Technology Development Co., Ltd. ("BRE") was incorporated. On May 10, 2019, we incorporated the Green Grass Ecological Technology Development Co., Ltd. under the laws of the Cayman Islands as our offshore holding company. On May 15, 2019, we incorporated Green Grass International Ecological Technology Development Co., Ltd., our wholly owned British Virgin Islands subsidiary ("Green Grass BVI"), which established a wholly owned subsidiary in Hong Kong ("HK Co" or "Green Grass HK") on May 30, 2019. Green Grass HK incorporated a wholly foreign owned enterprise, Green Grass Yuan (Beijing) Technology Development Co., Ltd. in PRC ("Green Grass WFOE") on August 15, 2019. On September 6, 2019, Green Grass WFOE entered into a series of contractual arrangements, or VIE agreements with IMGG, 98% equity shareholders of IMGG ("IMGG Shareholders"), BRE and all equity shareholders of BRE ("BRE Shareholders"), through which we have obtained control and become the primary beneficiary of IMGG and BRE. These contractual arrangements allow us to effectively control and derive 100% of the economic interest from IMGG and BRE. On January 8, 2020, IMGG established Wulanchabu Green Grass Yuan Professional Training School ("QQCY School") as a private non-enterprise entity for the training of driving and maintenance of agricultural machinery, modern agriculture technologies, cultivation and pest control of fruit trees, livestock farming, plant protection, conservation of water and soil. The QQCY School is a not-for-profit entity. The incorporation of Green Grass HK, Green Grass WFOE and execution of VIE agreements mentioned above are collectively referred as "Restructuring." The following diagram illustrates our corporate structure, including our principal subsidiaries and consolidated variable interest as of the date of this prospectus upon the completion of our Restructuring as mentioned above, which will be completed prior to the closing of this offering. For more information, see "Business—Our Corporate History and Structure". Equity Control Contractual Arrangements Sponsorship Control (1)Mr. Jian Sun is the principal of Wulanchabu Green Grass Yuan Professional Training School, the sponsorship interests of which is 100% held by IMGG. Foreign Private Issuer Status We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example: we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company; for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies; we are not required to provide the same level of disclosure on certain issues, such as executive compensation; we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and our insiders are not required to comply with Section 16 of the Exchange Act requiring such individuals and entities to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any "short-swing" trading transaction. Variable Interest Entity Arrangements In establishing our business, we have used a variable interest entity, or VIE, structure. In the PRC, investment activities by foreign investors are principally governed by the Guidance Catalog of Industries for Foreign Investment, which was promulgated and is amended from time to time by the PRC Ministry of Commerce, or MOFCOM, and the PRC National Development and Reform Commission, or NDRC. In June 2018, the Guidance Catalog of Industries for Foreign Investment was replaced by the Special Administrative Measures (Negative List) for Foreign Investment Access (2018 Version) which was amended by the Special Administrative Measures (Negative List) for Foreign Investment Access (2019 Version) in June 2019. In June, 2020, the MOFCOM and the NDRC promulgated the Special Administrative Measures (Negative List) for Foreign Investment Access (2020 Version), or the Negative List, which became effective on July 23, 2020. The Negative List divides industries into two categories: restricted and prohibited. Industries not listed in the Negative List are generally open to foreign investment unless specifically restricted by other PRC regulations. Our Company and the WFOE are considered as foreign investors or foreign invested enterprises under PRC law. The business we conduct through our each variable interest entity may be within the category which foreign investment is currently restricted under the Negative List or other PRC Laws. In addition, we are centralizing our management and operation in the PRC without being restricted to conducting certain business activities which are important for our current or future business but are restricted or might be restricted in the future. As such, we believe the agreements between the WFOE and each variable interest entity are necessary and essential to our business operations. These contractual arrangements with each variable interest entity and its shareholders enable us to exercise effective control over the variable interest entities and hence consolidate their financial results as our VIE. In our case, the WFOE effectively assumed management of the business activities of each our variable interest entity through a series of agreements which are referred to as the VIE Agreements. The VIE Agreements are comprised of a series of agreements, including Technical Consultation and Service Agreements, Equity Pledge Agreements, Equity Option Agreements, and Voting Rights Proxy and Finance Supporting Agreements. Through the VIE Agreements, the WFOE have the right to advise, consult, manage and operate the variable interest entities for an annual consulting service fee in the amount of 98% of IMGG s net income and in the amount of 100% of BRE s net income. 98% shareholders of IMGG and 100% shareholders of BRE (the "VIE Shareholders") have pledged their right, title and equity interests in the variable interest entities as security for the WFOE to collect consulting services fees provided to the variable interest entities. In order to further reinforce the WFOE s rights to control and operate the variable interest entities, the VIE Shareholders have granted the WFOE an exclusive right and option to acquire all of their equity interests in the variable interest entities through the Equity Option Agreement. Variable Interest Entity Arrangements with IMGG We entered into the contractual arrangements with IMGG upon consummation of the Restructuring on September 6, 2019 and have effectively control of IMGG through a series of contractual arrangements as follows: Technical Consultation and Service Agreement. Pursuant to the Technical Consultation and Service Agreement between Green Grass WFOE and IMGG, Green Grass WFOE has the exclusive right to provide consultation and services to IMGG in the area of human resources, technology and intellectual properties. For such services, IMGG will agree to pay service fees in the amount of 98% of its net income and also has the obligation to absorb 98% of IMGG s losses. Green Grass WFOE exclusively owns any intellectual property rights arising from the performance of this Technical Consultation and Service Agreement. The amount of service fees and payment term may be amended by Green Grass WFOE and IMGG upon consultation. The term of the Technical Consultation and Service Agreement is 20 years, which could be extended if Green Grass WFOE gives its written consent to the extension of the agreement before its expiration and IMGG shall agree with such extension without any reservation. Green Grass WFOE has the right to terminate this agreement at any time by giving 30 days written notice to IMGG. Equity Pledge Agreement. Pursuant to an Equity Pledge Agreement among Green Grass WFOE, IMGG and IMGG VIE Shareholders, IMGG VIE Shareholders pledged their equity interests in IMGG to Green Grass WFOE to guarantee IMGG s performance of relevant obligations and indebtedness under the Technical Consultation and Service Agreement. In addition, IMGG VIE Shareholders have completed the registration of the equity pledge under the Equity Pledge Agreement with the competent local authority. If IMGG breaches its obligation, Green Grass WFOE, as pledgee, is entitled to certain rights, including the right to dispose the pledged 98% equity interests in order to recover these breached amounts. The Equity Pledge Agreement is continuously valid until all of the IMGG VIE Shareholders are no longer shareholders of IMGG. Equity Option Agreement. Pursuant to an Equity Option Agreement among Green Grass WFOE, IMGG and IMGG VIE Shareholders, Green Grass WFOE has the exclusive right to require the IMGG VIE Shareholders to fulfill and complete all approval and registration procedures required under PRC laws for Green Grass WFOE to purchase, or designate one or more persons to purchase, IMGG VIE Shareholders equity interests in IMGG, once or at multiple times at any time in part or in whole at Green Grass WFOE s sole and absolute discretion. The purchase price is the lowest price allowed by PRC laws (currently estimated to be RMB 1.00). If the purchase price is higher than RMB 1.00 to comply with applicable PRC laws, IMGG shall exempt Green Grass WFOE from the obligation of payment and agree that Green Grass WFOE will not be required to fulfill the payment obligation. The Equity Option Agreement remain effective until all the equity interest owned by each of the IMGG VIE Shareholders has been legally transferred to Green Grass WFOE or its designee(s). Voting Rights Proxy and Finance Supporting Agreement. Pursuant to the Voting Rights Proxy and Finance Supporting Agreements among Green Grass WFOE, IMGG and IMGG VIE Shareholders, each of IMGG VIE Shareholders has irrevocably appointed Green Grass WFOE or Green Grass WFOE s designee to exercise all his or her rights as an IMGG VIE Shareholder under the Articles of Association of IMGG, including but not limited to (1) proposing to hold a shareholders meeting, (2) the power to exercise all shareholder s voting rights with respect to all matters to be discussed and voted in the shareholder s meeting of IMGG, (3) exercising other voting rights the shareholders are entitled to under the laws of PRC promulgated from time to time, and (4) exercising other voting rights the shareholder is entitled to under the Articles of Association of IMGG, as may be amended from time to time. In addition, Green Grass WFOE agreed to arrange for funds to be provided as necessary to IMGG in connection with IMGG s business (the "Financial Support") and agreed that, should the business fails in the ordinary course of business, and as a result IMGG is unable to repay the Financial Support, IMGG shall have no repayment obligation. The term of the Voting Rights Proxy and Finance Supporting Agreements is 20 years, which may be extended by Green Grass WFOE through its written consent to the extension of the agreement before its expiration, and IMGG and IMGG VIE Shareholders also agree to the extension without reservation. Variable Interest Entity Arrangements with BRE We have entered into the contractual arrangements with BRE upon consummation of the Restructuring on September 6, 2019 and have effectively control of BRE through a series of contractual arrangements as follows: Technical Consultation and Service Agreement. Pursuant to the Technical Consultation and Service Agreement between Green Grass WFOE and BRE, Green Grass WFOE has the exclusive right to provide consultation and services to BRE in the area of human resources, technology and intellectual properties. For such services, BRE agreed to pay service fees in the amount of 100% of its net income and also has the obligation to absorb 100% of BRE s losses. Green Grass WFOE exclusively owns any intellectual property rights arising from the performance of this Technical Consultation and Service Agreement. The amount of service fees and payment term may be amended by Green Grass WFOE and BRE upon consultation. The term of the Technical Consultation and Service Agreement is 20 years, which may be extended if Green Grass WFOE gives its written consent to the extension of the agreement before its expiration and BRE shall also agree such extension without reservation. Green Grass WFOE has the right to terminate this agreement at any time by giving 30 days written notice to BRE. Equity Pledge Agreement. Pursuant to an Equity Pledge Agreement among Green Grass WFOE, BRE and BRE Shareholders, BRE Shareholders pledged all of their equity interests in BRE to Green Grass WFOE to guarantee BRE s performance of the relevant obligations and indebtedness under the Technical Consultation and Service Agreement. In addition, BRE Shareholders has completed the registration of the equity pledge under the Equity Pledge Agreement with the competent local authority. If BRE breaches its obligation, Green Grass WFOE, as pledgee, is entitled to certain rights, including the right to dispose the pledged equity interests in order to recover these breached amounts. The Equity Pledge Agreement is continuously valid until all of the BRE Shareholders are no longer shareholders of BRE. Equity Option Agreement. Pursuant to an Equity Option Agreement among Green Grass WFOE, BRE and BRE Shareholders, Green Grass WFOE has the exclusive right to require the BRE Shareholders to fulfill and complete all approval and registration procedures required under PRC laws for Green Grass WFOE to purchase, or designate one or more persons to purchase, BRE Shareholders equity interests in BRE, once or at multiple times at any time in part or in whole at Green Grass WFOE s sole and absolute discretion. The purchase price is the lowest price allowed by PRC laws (currently estimated to be RMB 1.00). If the purchase price is higher than RMB 1.00 to comply with applicable PRC laws, BRE shall exempt Green Grass WFOE from the obligation of payment and agree that Green Grass WFOE shall not be required to fulfill the payment obligation. The Equity Option Agreement remains effective until all the equity interest owned by each of the BRE Shareholders has been legally transferred to WFOE or its designee(s). Voting Rights Proxy and Finance Supporting Agreement. Pursuant to the Voting Rights Proxy and Finance Supporting Agreements among Green Grass WFOE, BRE and BRE Shareholders, each of BRE Shareholders irrevocably appointed Green Grass WFOE or Green Grass WFOE s designee to exercise all his or her rights as a BRE Shareholder under the Articles of Association of BRE, including but not limited to (1) proposing to hold a shareholders meeting, (2) the power to exercise all shareholder s voting rights with respect to all matters to be discussed and voted in the shareholders meeting of BRE, (3) exercising other voting rights the shareholder is entitled to under the laws of PRC promulgated from time to time, and (4) exercising other voting rights the shareholder is entitled to under the Articles of Association of BRE amended from time to time. In addition, Green Grass WFOE agreed to arrange for funds to be provided as necessary to BRE in connection with BRE s business (the "Financial Support") and also agreed that should the business fails in the ordinary course of business, and as a result BRE is unable to repay the Financial Support, BRE shall have no repayment obligation. The term of the Voting Rights Proxy and Finance Supporting Agreements is 20 years, which can be extended by Green Grass WFOE through its written consent of the extension of the agreement before its expiration and BRE and BRE Shareholders agree such extension without reservation. Emerging Growth Company Status As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an "emerging growth company," as defined in the Jumpstart Our Business Startups Act (the "JOBS Act"), and we are eligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable to other public companies that are not emerging growth companies, including but not limited to (1) presenting only two years of audited financial statements and only two years of related management s discussion and analysis of financial condition and results of operations in this prospectus, (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), (3) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and (4) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these exemptions. As a result, investors may find investing in our ordinary shares less attractive. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act"), for complying with new or revised accounting standards. As a result, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of such extended transition period. We could remain an emerging growth company for up to five years, or until the earliest of (1) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (2) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months, or (3) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period. Corporate Information Our principal executive offices are located at 9th Floor, Lvdi Zhihai Tower A3, North Kerqin Road, Nandian Street, Xincheng District, Huhe Haote City, Inner Mongolia 010000. Our telephone number at this address is + (86) 471-5287999. Our registered office in the Cayman Islands is located at Sertus Incorporations (Cayman) Limited, Sertus Chambers, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1104, Cayman Islands. Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. Our website is http://www.nmgqqcy.net/. The information contained on our website is not a part of this prospectus. Recent Developments Related to the COVID-19 Outbreak Beginning in late 2019, there were reports of the COVID-19 (coronavirus) outbreak originating in Wuhan, China, the epidemic quickly spread to many provinces, autonomous regions, and cities all over the China. On March 11, 2020, the World Health Organization characterized the outbreak as a "pandemic." To the prevention and control of the spread of the epidemic, the Chinese governments have issued administrative orders to impose travel and public gathering restrictions as well as to work from home and self-quarantine. At the same time, COVID-19 has caused a decrease in the consumer demand for goods and services in the market. In addition, the circulation of production factors such as raw materials and labor has been hindered. Normal business activities such as logistics, production, sales, travels and business meetings have been severely disrupted. Enterprises have stopped production or reduced production, and social and economic activities have been adversely affected to certain extent during the outbreak. The Company primarily conducts its business operations in the PRC. In response to the evolving dynamics related to the COVID-19 outbreak, the Company is following the guidelines of local government authorities as it prioritizes the health and safety of its employees, contractors, suppliers and retail partners. Our offices and facilities located in China were closed for the Lunar New Year Holiday Break at the end of January 2020, and remained closed as a result of the outbreak until early March. All of our offices are now open and resume ordinary operations. Given the rapidly expanding nature of the COVID-19 pandemic, and because substantially all of our business operations and our workforce are concentrated in China, we believe there is a substantial risk that our business, results of operations, and financial condition will be adversely affected by the outbreak of COVID-19. Potential impact to our results of operations will also depend on future developments and new information that may emerge regarding the duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19 or mitigate its impact, almost all of which are beyond our control. The impacts of COVID-19 on our business, financial condition, and results of operations include, but are not limited to, the following: We closed our offices and facilities for the Lunar New Year Holiday Break, and implemented work from-home policy until early March, 2020. During that period of time, our farming related work has been suspended because our employees cannot inspect and maintain the field and repair the fence, and some field surface erosion cannot be timely fixed which caused damage and loss production of alfalfa. Affected by traffic control and logistics restrictions in China, the transportation of supplies and delivery of products are materially negatively impacted. We could not ship our alfalfa hays during the lock down period as villages and counties have blocked roads and entrances. Currently, there are still certain restriction and quarantine requirement for inter-provincial transportation which severely limit our harvest service business and product shipment outside of Inner Mongolian Autonomous Region. Affected by traffic control and quarantine requirements, many of our employees could not come back to work as required and some employees have chosen to work close to home due to Covid-19 and have resigned, which cause our shortage of labor. Affected by the self-quarantine requirement and travel restrictions in China, the Company s sales staffs were unable to travel and carry out in-person business activities and face-to-face communication with customers, which greatly affected the development and introduction of potential customers. Although many businesses have reopened and more people travel and take on in-person meetings, the Company cannot reasonably predict when the business activities can fully be back to normal as to the level before the outbreak of COVID-19. Affected by traffic control and logistics restrictions in China, our inventory of alfalfa has increased which increases our storage costs and fire risk and related fire prevention expenses. Although our offices and facilities are reopened, our management has to spend additional time and take extra care to monitor the Covid-19 prevention measures, such as constant disinfecting the working places, wearing masks and taking temperatures for employees. If any of our employees are suspected to or actually infected by Covid-19, we will have to close the entire office or facility and quarantine other employees at this location and disinfect the office/facility, which will severely impact our business operation. The epidemic severely interrupted our customers normal work, businesses and lives, for example, our main customers, cattle famers, cannot normally and timely receive animal feeds from suppliers like us or ship their cattle to their customers due to traffic control during lock-down period and had to reduce the number of cattle. If our customers cannot weather COVID-19 and the resulting economic impact, or cannot resume business as usual after a prolonged outbreak, our revenues and business operations may be materially and adversely impacted. Although none of our customers has terminated contracts with us to date, we cannot assure you if any customer will terminate its contract with us due to the epidemic. In March 2020, the World Health Organization declared the COVID-19 as a pandemic. To date, confirmed cases and number of deaths are still climbing every day. To prevent and control the spread of the pandemic, many countries have canceled flights, closed borders, banned non-essential economic activities, and issued stay at home or even city lockdown orders. As a result, the global economy has also been materially negatively affected. This crisis is like no other, the impact is large and there is continued severe uncertainty about the duration and intensity of its impacts. It is extremely uncertain about the China and global growth forecast, which would seriously affect people s investment desires in China and internationally. The shipment, delivery and customs clearance for alfalfa seeds that we purchased from United States have also been delayed due to Covid-19. The situation remains highly uncertain. It is therefore difficult for the Company to estimate the negative impact on our business or operating results. However, it is clear that the first and second quarter operating results will be adversely impacted in any event. The Offering Securities being offered: __ ordinary shares1. Initial offering price: The purchase price for the shares will be between $__ and $__ per ordinary share. Number of ordinary shares outstanding before the offering: 30,000,000 of our ordinary shares are outstanding as of the date of this prospectus. Number of ordinary shares Outstanding After the Offering2: __ ordinary shares Proceeds to us, net of underwriting discount but before expenses: Between $__ and $__, based on an offering price between $__ and $__. Use of proceeds: We intend to use the net proceeds of this offering to increase our production and storage capacity of biomass straw business and management and for other general corporate purposes. For more information on the use of proceeds, see "Use of Proceeds" on page 41. Lock-up All of our directors and officers and certain shareholders have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our ordinary shares or securities convertible into or exercisable or exchangeable for our ordinary shares for a period of twelve (12) months after the date of this prospectus. See "Shares Eligible for Future Sale" and "Underwriting" for more information. Proposed Nasdaq Symbol: QQCY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001778343_lucent_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001778343_lucent_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..231ffa76000d4eb29d89bbb943bc41d8ec5d9912
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001778343_lucent_prospectus_summary.txt
@@ -0,0 +1 @@
+Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accredited filer or a smaller reporting company or, an emerging growth company. See the definitions of large accelerated filer , smaller reporting company , and emerging growth company , in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Emerging growth company [ ] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisited financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ] CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per share (1) Proposed maximum aggregate offering price Amount of registration fee (2) Common Stock-New Issue 3,000,000 $0.01 $30,000.00 $3.64
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001778347_aetsoft_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001778347_aetsoft_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..48f61df7e1288795b06d6f1fc14e1fb60d46a421
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001778347_aetsoft_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information that we present more fully in the rest of this prospectus. This summary does not contain all of the information you should consider before buying common shares in this offering. This summary contains forward-looking statements that involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "we believe," "we intend," "may," "should," "will," "could," and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements. You should read the entire prospectus carefully, including the "
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001778805_taronis_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001778805_taronis_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1b04c3636d0d7d282a2573bf21e37b404f218146
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001778805_taronis_prospectus_summary.txt
@@ -0,0 +1 @@
+II-6 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Peoria, State of Arizona, on this 21st day of December, 2020. TARONIS FUELS, INC. By: /s/ Scott Mahoney Scott Mahoney Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer, Interim Principal Financial Officer, and Interim Principal Accounting Officer) SIGNATURES AND POWER OF ATTORNEY We, the undersigned officers and directors of Taronis Fuels, Inc., hereby severally constitute and appoint Scott Mahoney and Tyler B. Wilson, and each of them singly (with full power to each of them to act alone), as our true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (and any
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001780262_newborn_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001780262_newborn_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001780262_newborn_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001781588_jiana_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001781588_jiana_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ed4241221ae70b19c757f9865e9335dd7a75bea3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001781588_jiana_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1 Risk Factors 11 Special Note Regarding Forward-Looking Statements 39 Use of Proceeds 40 Dividend Policy 41 Exchange Rate Information 42 Capitalization 43 Dilution 44 Post-Offering Ownership 45 Selected Consolidated Financial Information 46 Management s Discussion and Analysis of Financial Condition and Results of Operations 47 Business 76 Management 104 Director and Executive Compensation 109 Related Party Transactions 111 Principal Shareholders 112 Description of Share Capital and Governing Documents 113 Shares Eligible for Future Sale 122 Material Tax Consequences Applicable to U.S. Holders of Our Ordinary Shares 124 Enforceability of Civil Liabilities 130 Underwriting 132 Expenses Relating to This Offering 138 Legal Matters 139 Experts 140 Interests of Named Experts and Counsel 141 Disclosure of Commission Position on Indemnification 142 Where You Can Find Additional Information 143 Index to Financial Statements F-1 PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our ordinary shares. You should carefully consider, among other things, our consolidated financial statements and the related notes and the sections entitled "Risk Factors" and "Management s Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. Prospectus Conventions Except where the context otherwise requires and for purposes of this prospectus only, "we", "us", "our company", "Company", "our" and "JIANA Science" refer to: JIANA Science and Technology Co., Ltd., ("JIANA Science" when individually referenced and also referred to as ), a Cayman Island company; JIANA International Consulting Co., Ltd., ("JIANA International" when individually referenced and also referred to as ), a British Virgin Islands company that is a wholly-owned subsidiary of JIANA Science; Hong Kong JIANA Investment Co., Ltd., ("Hong Kong JIANA" when individually referenced, and also referred to as in Hong Kong, a Hong Kong company that is a wholly-owned subsidiary of JIANA International; Jiana (Shenzhen) Development Co., Ltd., ("Jiana Development" when individually referenced and also referred to as ( ) in China), a wholly foreign-owned enterprise ("WFOE") in the PRC and a wholly owned subsidiary of Hong Kong JIANA; Shenzhen Jiana Technology Co., Ltd., ("Shenzhen Jiana" when individually referenced and also referred to as in China), a PRC company and a VIE that has entered into certain contractual agreements with Jiana Development. Shenzhen Jiana Technology Co., Ltd. Heyuan Branch, ("Heyuan Branch" when individually referenced and also referred to as in China), a PRC branch of our VIE Shenzhen Jiana; Dongyuan Mingyuan Tianyuan Investment Co., Ltd., ("Dongyuan Mingyuan" when individually referenced and also referred to as in China), a PRC company and a wholly-owned subsidiary of our VIE Shenzhen Jiana prior to the increase of Dongyuan Mingyuan s registered capital on March 10, 2019 and a VIE of our VIE Shenzhen Jiana thereafter; Shenzhen Zhongdemei Piano Investement, LLP (formerly Shenzhen Fangrong First Real Estate Investment Co., Ltd, "Shenzhen Zhongdemei" when individually referred and also referred to as ( ) in China), a PRC company that was 50% owned by Shenzhen Jiana prior to March 2, 2019. On March 2, 2019, Shenzhen Jiana transferred all its equity interest in Shenzhen Zhongdemei to a former executive officer of Shenzhen Zhongdemei. As such, Shenzhen Jiana no longer consolidated Shenzhen Zhongdemei effective March 2, 2019. Shenzhen Zhongdemei had no operational activities since its incorporation. Shenzhen Jiana Second Real Estate Investment Co., Ltd. ("Shenzhen Jiana Second Real Estate" when individually referred and also referred to as ( ) in China), a PRC company and was 50% owned by Shenzhen Jiana prior to April 19, 2019. On April 19, 2019, Shenzhen Jiana Second Real Estate was deregistered. Shenzhen Jiana Second Real Estate had no operational activities from its incorporation to the date of deregistration. Shenzhen Fangrong Second Real Estate Investment, LLP ("Shenzhen Fangrong" when individually referred and also referred to as ( ) in China), a PRC company and was 50% owned by Shenzhen Jiana prior to April 19, 2019. On April 19, 2019, Shenzhen Fangrong was deregistered. Shenzhen Fangrong had no operational activities from its incorporation to the date of deregistration. Shenzhen Mingyuan Investment Holding, Ltd. (formerly Shenzhen Zhongdemei Chuangke Management, Ltd., "Shenzhen Mingyuan" when individually referred and also referred to as in China), a PRC company and was 60% owned by Shenzhen Jiana prior to February 24, 2019. On February 24, 2019, Shenzhen Jiana transferred all of its 60% equity interest in Shenzhen Mingyuan to a related party for nominal consideration. Shenzhen Mingyuan had no operational activities from the equity purchase date to the equity transfer date. Shenzhen Mingyuan was a VIE of our VIE Shenzhen Jiana after February 24, 2019. CALCULATION OF REGISTRATION FEE Title of Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee Ordinary shares, $0.0005 par value per share(1) (2) $ 11,500,000 $ 1,492.70 Representative s Warrants(2) (3) $ - $ - Ordinary shares underlying Representative s Warrants(3) $ 1,265,000 $ 164.19 Total $ 12,765,000 $ 1656.89 (1) On January 10, 2020, the Company effected a 1-for-5 reverse share split of its ordinary shares whereby every five ordinary shares were exchanged for one ordinary share. All references to ordinary shares, share data, amount per share, and related information have been retroactively adjusted, where applicable, in this registration statement to reflect the reverse share split as if the split had occurred at the beginning of the earliest period presented. (2) The registration fee for securities is based on an estimate of the Proposed Maximum Aggregate Offering Price of the securities, assuming the sale of the maximum number of shares at the highest expected offering price, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o). Includes the offering price attributable to additional ordinary shares that the underwriters have the option to purchase to cover over-allotments, if any. In accordance with Rule 416(a), the registrant is also registering an indeterminate number of additional ordinary shares that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions. (3) We have agreed to issue warrants, or the representative s warrants, to the representative of the underwriters, ViewTrade Securities, Inc., in an amount equal to 10% of the aggregate number of ordinary shares sold by us in this offering, including any shares issued pursuant to exercise of the underwriters over-allotment option. The exercise price of the representative s warrants is equal to 110% of the price of our ordinary shares offered hereby. The representative s warrants are exercisable for a period of five years from the effective date of the registration statement of which this prospectus forms a part and will terminate on the fifth anniversary of the effective date of the registration statement. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or in any related free-writing prospectus. We are offering to sell, and seeking offers to buy, the ordinary shares offered hereby, but only under circumstances and in jurisdictions where offers and sales are permitted and lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ordinary shares. Neither we nor any of the underwriters have taken any action that would permit a public offering of the ordinary shares outside the United States or permit the possession or distribution of this prospectus or any related free-writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any related free-writing prospectus must inform themselves about and observe any restrictions relating to the offering of the ordinary shares and the distribution of the prospectus outside the United States. We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the U.S. Securities and Exchange Commission, or the SEC, we currently qualify for treatment as a "foreign private issuer." As a foreign private issuer, we will not be required to file periodic reports and financial statements with the Securities and Exchange Commission, or the SEC, as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Until and including , 2020 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade our ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Heyuan Tianluncheng Development Co., Ltd., "Tianluncheng Development" when individually referred and also referred to as in China), a PRC company and was 80% owned by Shenzhen Jiana. Heyuan Tianluncheng Property Co. Ltd., "Tianluncheng Property" when individually referred and also referred to as in China), a PRC company and was 51% owned by Shenzhen Jiana. Shenzhen Jiana, Heyuan Branch, Dongyuan Mingyuan, Shenzhen Mingyuan, Tianluncheng Development and Tianluncheng Property are collectively referred to as the "VIEs" hereafter. JIANA Science serves as a holding company and conducts its businesses primarily through its subsidiaries and consolidated variable interest entities, or the "VIEs". This prospectus contains translations of certain RMB amounts into U.S. dollar amounts at specified rates solely for the convenience of the US reporting. The relevant exchange rates are listed below: For the Year Ended April 30, 2017 For the Year Ended April 30, 2018 For the Year Ended April 30, 2019 For the Six Months Ended October 31, 2018 For the Six Months Ended October 31, 2019 Period Ended RMB: USD exchange rate 6.8931 6.3393 6.7286 6.9646 7.0533 Period Average RMB: USD exchange rate 6.7611 6.5821 6.7411 6.6853 6.9610 For the sake of clarity, this prospectus follows the English naming convention of first name followed by last name, regardless of whether an individual s name is Chinese or English. For example, the name of our Chief Executive Officer will be presented as "Fengzhen Zhu," even though, in Chinese, Ms. Zhu s name is presented as "Zhu Fengzhen." We have relied on statistics provided by a variety of publicly-available sources regarding China s expectations of growth. We did not, directly or indirectly, sponsor or participate in the publication of such materials, and these materials are not incorporated in this prospectus other than to the extent specifically cited in this prospectus. We have sought to provide current information in this prospectus and believe that the statistics provided in this prospectus remain up-to-date and reliable, and these materials are not incorporated in this prospectus other than to the extent specifically cited in this prospectus. Except where otherwise stated, all ordinary share accounts provided herein are on a pre-share-increase basis. Overview JIANA Science and Technology Co., Ltd ("JIANA Science", "the Company", "we", "us", "our" and similar terms) is an exempted limited liability company formed under the laws of the Cayman Islands on August 29, 2018. We conduct business primarily through our variable interest entity, or VIE, Shenzhen Jiana, and its subsidiaries and branches in the People s Republic of China, or PRC. Our company is principally engaged in real estate services business. During earlier stages of our business, including the last three fiscal years, we engaged in the sale of NetEase Inc. prepaid digital cards, as well as software development business and real estate consulting services. To correspond to the PRC government s recent initiative to encourage rural development, we have decided to transform our business to a full-service real estate services company focusing on managing properties in Heyuan Lighthouse Basin (Shuntian) Pastoral Complex. We expect to cease our prepaid digital cards sales business and software development business in the near future and focus primarily on providing real estate related services, such as sale of property, property rental and informational marketplace. Different from many real estate service companies that concentrate on serving scattered and individual properties, we intend to take on a more holistic approach by providing our customers with large-scale real estate projects that require unified planning and services. Initially established in 2008, we conducted business primarily in the information and technology industry and launched an online real estate information platform, "China Real Estate Online", in 2009. In the last three fiscal years, we generated revenue mostly from four business lines: (1) Selling NetEase, Inc. ("NetEase"), one of China s largest mobile, desktop game and internet technology companies) digital prepaid cards which work as gift certificates that can be redeemed on NetEase for the purchase of games, software, hardware, and any other items that are provided on NetEase. Our digital cards selling business line constituted less than 10%, approximately 44.2% and approximately 5.6% and null of our total revenue for the fiscal years ended April 30, 2017, 2018 and 2019 and for the six months ended October 31, 2019, respectively; (2) IT development services for other internet companies, which generated approximately 43.3%, 36.3%, 10.3% and null of our total revenue for the fiscal years ended April 30, 2017, 2018 and 2019 and for the six months ended October 31, 2019, respectively; (3) Real estate consulting services, for which we provided marketing strategies and planning advisory services to our customers; and (4) Real estate agency services, which generated approximately 32.34%, 19.49%, 83.7% and 100.0% of our total revenue for the fiscal years ended April 30, 2017, 2018 and 2019 and for the six months ended October 31, 2019, respectively. We expect our real estate-related business to become substantially all of our business in the coming years as we begin to revolve our business around the "Heyuan Lighthouse Basin (Shuntian) Pastoral Complex" (the "Lighthouse Project"), a large-scale suburban real estate development project located in Heyuan, Guangdong Province, which we have obtained exclusive development, service and sale rights to from the local government. We obtained the selling rights of properties within the Lighthouse Project through an agreement with the People s Government of Dongyuan County dated February 9, 2018. We are responsible for the overall planning, designing, investing, projects construction, operation and management of Lighthouse Project. The information in this prospectus is not complete and may be changed. We will not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED APRIL 27, 2020 Ordinary Shares JIANA SCIENCE AND TECHNOLOGY CO., LTD. The is the initial public offering of ordinary shares, par value $0.0005 per share, of JIANA Science and Technology Co., Ltd., a Cayman Islands company. Prior to this offering, there has been no public market for our ordinary shares. We expect the initial public offering price will be between $ and $ per ordinary share. We intend to apply to list our ordinary shares on the Nasdaq Capital Market under the symbol "JANA". We cannot assure you that our application will be approved; however, if it is not approved, we will not complete this offering. We are an "emerging growth company" under the federal securities laws and will be subject to reduced public company reporting requirements. See "Prospectus Summary — Implications of Being an Emerging Growth Company" for additional information. Investing in our ordinary shares involves risks. You should read carefully the discussion of material risks of investing in our ordinary shares. See "Risk Factors" beginning on page 11. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Ordinary Share Total(1) Initial public offering price $ $ Underwriting discounts and commissions(2) $ $ Proceeds to us, before expenses $ $ (1) Assumes no exercise of the underwriters over-allotment option. (2) Does not include a non-accountable expense allowance equal to 1.0% of the gross proceeds received by us in this offering, payable to View Trade Securities, Inc., the representative of the underwriters, for the reimbursement of certain expenses of the underwriters. ViewTrade Securities, Inc. will receive compensation, in addition to the underwriting discounts and commissions and non-accountable expense allowance, as set forth in the section entitled "Underwriting" beginning on page 132, including warrants, or the representative s warrants, in an amount equal to 10% of the aggregate number of ordinary shares sold by us in this offering, including any shares issued pursuant to the exercise of the underwriters over-allotment option. For a description of other terms of the representative s warrants and a description of the other compensation to be received by the underwriters, see "Underwriting". To correspond to the recent national initiative to encourage rural urbanization, we have decided to strategically transform our company from an information technology company to a full-service real estate services company. We launched a technology-innovative real estate e-commerce platform in 2015. In 2016, we finished the construction of our major real estate e-commerce platform, "Fangrong Online", under the domain www.fangrongw.com. We then launched a series of products on our online platforms: (1) a real estate service module named "Qujianfang", or "Fun Building", (2) a property rental management module called "Quzufang", or "Fun Rental", (3) "Fangyuanbao" real estate information marketplaces, and (4) our own payment processing system, "EZ-Link Card", under which we collaborate with Guangzhou E-union Pay Network Payment Co., Ltd. ("Guangyin Union") pursuant to the agreement for the use of Shangyingtong System dated July 12, 2016. In February 2018, we signed a contract for exclusive rights to develop, sell, and provide value-adding real estate services for the Lighthouse Project. We anticipate that substantially all of our business going forward will revolve around the Lighthouse Project. We believe that the Lighthouse Project will serve as an industry model for rural area development. We expect the Lighthouse Project to feature four sections: (1) an active senior living community for the elderly who currently reside in nearby large cities such as Hong Kong, Shenzhen and Guangzhou and seek affordable living options; (2) a business center which provides opportunities to combine modern computer technology with traditional agricultural business; (3) ecotourism business that would attract tourists from nearby large cities who seek a short-term getaway stay; and (4) entertainment and cultural center that would promote all forms of arts and sports. We believe upon final completion, which we believe is expected to occur in 2028, the Lighthouse Project will become a suburban town integrating and balancing between nature and vibrant living. Our website platform features four different modules: Fun Building, Fun Rental, Fangyuanbao, and EZ-Link Card. The Fun Building module is closely connected with our Heyuan Lighthouse Basin (Shuntian) Pastoral Complex. We plan to list the properties catered to senior population for sale in this module, including residential apartments, villas, retail space, and commercial properties. The Fun Rental module targets renters, including seniors and tourists who look for affordable rentals, and property owners who seek to outsource his/her property management tasks. Once listed, our offline management team would provide property owners with all-around management service for a low fee. Fangyuanbao is a real estate information marketplace developed by Fangrong Online. Our EZ-Link Card online payment system is built on the combination of the traditional prepaid cards and online operating system, which simplifies payment process for our customers who use our service provided in the Lighthouse Project. Industry and Market Background A new wave of urbanization has emerged in China where many rural areas are undergoing an urbanization process and farmers have chosen to relinquish their land in exchange for urban or suburban living. The farmers typically prefer to stay at these suburbanized once-rural areas instead of migrating to the large cities. On May 24, 2017, the Ministry of Finance issued the Notice about Pilot Work of Pastoral Complex Construction which encourages 18 provinces including Guangdong where our Lighthouse Project is located to complete more construction of rural complexes to promote rural economic development. The urbanization process creates economic opportunities for real estate developers and end users who eventually would live in such community. To take advantage of this new opportunity and support enterprises to coordinate with farmers in developing rural urbanization, we cooperated with the local government to construct the properties within the Lighthouse Project. Pastoral complex is a comprehensive development mode of rural areas in the manner of enterprises cooperating with local areas, taking rural cooperatives as carrier, benefiting farmers, making overall and integrated planning, development and operation, as well as integrating agriculture, culture, tourism, real estate and communities. (https://ageconsearch.umn.edu/record/267677?ln=en) Our Lighthouse Project is expected to have a carrying capacity of housing 200,000 residents and has a capacity of hosting an additional 200,000 tourists per day. All available units used for renting are expected to be managed by our Fun Rental platform. In addition, the current Chinese demographic shift is experiencing a rapid growth of the aging population. With a population of more than 1.4 billion, China is experiencing a substantial rise in the number of elderly people, aged 60 and over. This demographic accounted for 17.3% of the Chinese population, or about 241 million people, at the end of 2017. That number is expected to rise to 487 million, or about 35% of the Chinese population, in 2050. With 241 million people above the age of 60 – the highest in the world – it presents a huge opportunity for active senior living communities. (https://www.thatsmags.com/china/post/24705/china-is-becoming-the-oldest-countries-study-shows) The Lighthouse Project plans to include a comprehensive resort-style retirement community for active seniors, and we plan to use this project as a model to duplicate in other parts of China. This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the shares if any such shares are taken. We have granted the underwriters an option, exercisable one or more times in whole or in part, to purchase up to additional ordinary shares from us at the initial public offering price, less underwriting discounts and commissions, within 45 days from the date of this prospectus to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable will be $ , and the total proceeds to us, before expenses, will be $ . We expect our total cash expenses for this offering to be approximately $ , including cash expenses payable to the underwriters for their reasonable out-of-pocket expenses, exclusive of the above commissions. If we complete this offering, net proceeds will be delivered to us on the closing date. We plan to use our proceeds in our subsidiaries in China, however, we will not be able to use such proceeds until we complete certain remittance procedures in China. See the section titled "Use of Proceeds" beginning on page 40 for additional information regarding the remittance procedures. The underwriters expect to deliver the ordinary shares against payment as set forth under "Underwriting", on or about , 2020. VIEWTRADE SECURITIES, INC. The date of this prospectus is ____________, 2020. We anticipate that active senior living communities will become the future trend in China s real estate development. The development of the active senior living communities affect many other industries. Fun Building is a combination of active senior living communities and intelligent services. With the rapid aging of China s population, we expect that there will be a huge market for senior living communities. From 2010 to 2018, the potential scale of China s senior living communities market continued to increase. In 2010, the scale of China s senior living communities industry market was only RMB 1.4 trillion (approximately USD 0.2 trillion), and by 2017, the scale of China s senior living communities industry market had grown to RMB 5.6 trillion (approximately USD 0.8 trillion). The size of China s senior living communities industry market reached about RMB 6.57 trillion (approximately USD 0.94 trillion) in 2018 (http://www.chyxx.com/industry/201905/742533.html), RMB 6.89 trillion (approximately USD 0.98 trillion) in 2019 and is expected to reach RMB 7.44 trillion (approximately USD 1.06 trillion) in 2020 (https://www.iimedia.cn/c460/66299.html). The current design of the Chinese active senior living communities is namely the "9073" senior living model: 90% of the elders receive elderly care services at home, 7% of the elders are receiving short-term senior communities care, and 3% are receiving institutional care services. Home care is the mainstream. We provide high-end elderly living, elderly care, physical examination, health, health care, leisure, entertainment, culture, sports, life, business and other full-function elder care services, creating a truly intelligence-based elder care community. More and more attention has been paid by tourists to respect for the environment. 65% of travelers expressed their interest in staying at green facilities at least once (compared to 34% last year). In addition, 68% confirmed that they may be more inclined to book an eco-friendly structure: the record goes to Chinese travelers (93%), followed by Brazilians (83%) and Spaniards (80%). (https://chinesetouristagency.com/eco-tourism-is-booming-in-china/) The new generation of tourists in China, especially the millennials, are deviating from traditional rules and are looking for slow, relaxed but mysterious journeys to discover authentic and uncontaminated places and respect for the environment. It is no doubt that ecotourism represents one of the most environmentally friendly alternatives for the traditional traveling methods and opens a big market for many unexplored cities and villages such as our Heyuan city. Fangrong Online is an innovative Internet real estate supply chain platform in response to China s huge senior living communities market. The main business models provided through this platform are Fun Building, Fun Rental and Fangyuanbao. Fun Building is an intelligent home development and sales service platform. Fun Rental is a special regional leasing platform that integrates active senior living communities with intelligent health care services. With the rapid growth of the elderly population in the society, China has not yet focused on developing a senior living infrastructure to provide hospitality, medical care and oversight to its elders. We recognize the urgent need for established senior living communities in China and have constructed our lighthouse project for a series of communities dedicated to independent living, assisted living and assisted care. Our Business Models Fun Building Properties listed in the Fun-Building module are sold exclusively by our VIE, Shenzhen Jiana. Shenzhen Jiana generates its revenue through primarily two methods. First, it acts as a broker for developers who pay Shenzhen Jiana a commission for each property they sell. Second, it acts as a project manager for territorial development. Having received the exclusive right from the PRC government to develop the farmland, Shenzhen Jiana, through outsourced subcontractors, plans, designs and builds properties and sell the properties to the general public. Shenzhen Jiana would profit by subtracting the fees paid to builders, EPC subcontractors and other consultants from the purchase price paid by our customers. Since our customers pay EPC subcontractors directly, they will enjoy a relatively lower price for properties purchased from our Fun Building than other properties on the open market where those customers need to pay agency fees twice not only to the brokers of properties but also to the developers Fun Rental Fun Rental is a centralized online rental module affiliated with our Fangrong Online platform for available housing rentals within our Lighthouse Project with low-commission fees. We also encourage local residents and farmers in our Lighthouse Project to rent their properties or spare rooms in their houses for tourists or visitors. Upon service booking through our online platform, we deploy an offline property management team for our Fun Rental service and charge a small fee of the rental payment for property management services. We generated small revenues of RMB 4,338,985.42 (approximately US $618,089) in the fiscal year of 2017 and RMB 3,027,375.47 (approximately $431,250) in the fiscal year of 2018, respectively, from Fun Building and Fun Rental. We expect that they will become our primary source of income going forward as we intend to focus our business in the Lighthouse Project. Fangyuanbao Fangyuanbao is an online housing information and display system affiliated with our Fangrong Online platform. Customers can easily conduct research for new homes, open houses, resale homes and housing rentals organized by the Fangrong Online platform, and acquire detailed information about targeted houses or home units, including the building and its surroundings, price, acreage, 3D display, and video demonstration. EZ-Link Card EZ-Link Card is an online payment system affiliated with our Fangrong Online platform, and it is built on the combination of the traditional prepaid cards and online processing system. Based on a collaboration effort with Guangyin Union, customers can register online to become EZ-Link Card members, and enjoy reward points, consumption discounts, balance refund and referral rewards. Our Products Currently, substantially all of our real estate listings available for purchasing and renting are provided and sourced by our Lighthouse Basin (Shuntian) Pastoral Complex. We believe we provide an effective marketing channel for our listings to national and even international customers through a network of over a hundred thousand registered members we have accumulated from the past. Most of our properties can be found or posted on our online platform. We create searchable engines for customers to locate their desired properties on our websites. The Lighthouse Project covers 114.28 square kilometers (28,239.203 acres) within Shuntian County, including cultivated area of 30,565.05 mu (5,035.19 acres) and forest area of 93,910.95 mu (15,470.6 acres). There will be four sub-communities to be built within the pastoral complex. The pastoral complex is expected to have a carrying capacity of housing 200,000 residents and have a capacity of hosting an additional 200,000 tourists per day. We expect our customers will be able to purchase and rent condominiums, tenements, houses, buildings within the multi-purpose complex, and retail spaces within the following four sub-communities: (1) Active senior living community We have committed to develop part of the lighthouse project into an active senior living community to be sold or leased to unaffiliated purchasers or tenants to fulfill the need of China s growing elderly society. Our senior living community is designed for couples or individuals who want to be around other people of their age who are also active and engaging. There will be an affiliated hospital, financial center and Chinese medicine health center built in order for our customers enjoy a healthy and happy retirement life. With just minutes away from farms, tourist attractions, and mountains, our active senior living community will offer an active living style where our customers are encouraged to make the most of every day by gardening, fishing, hiking and a broad range of indoor and outdoor sports activities (2) Ecotourism destination With its close proximity to large cities, improved transportation and infrastructural systems and enjoyable living environment, property owners within our project will be encouraged to engage themselves in the local ecotourism opportunities. The Lighthouse Project is expected to have a carrying capacity of housing 200,000 residents and have a capacity of hosting an additional 200,000 tourists per day. We cooperate with property owners to provide customers with personalized tourist plans, restaurants featuring local special dishes, hostels or homestays with unique staying experiences and recreation sites such as fruits-picking farms. (3) Agriculture-based IoT (Internet of Things) Town As the Lighthouse Project has rich cultivated area of 30,565.05 mu (5,035.19 acres), we plan to take advantage of the geographical advantage and use Internet of Things to facilitate the infrastructure in our IoT Town and create smart farming. We intend to cooperate with the local government, digital service providers, city planners, and mobile operators in deploying connected solutions and using data and analytics to increase food production to help meet the ever-growing food demand in local counties, cities and the whole country. Customers who have interests in purchasing houses in our IoT Town can enjoy a private, peaceful and comfortable living atmosphere but still have access to convenient transportation and smart farming built by the IoT technology. (4) Cultural and Entertainment Center The creation of a cultural and entertainment center aims to develop local cultural entertainment ventures that attract more tourists to go deep into the living environment with suburban characteristics, social activities and allow them to enjoy the fun brought by the pastoral complex which in turn could promote our Fun Rental business line. Besides Fun Rental, customers also have access to purchase properties in the Hakka culture center. The Hakka culture includes its own unique language, various art forms, food, folklore, and traditional customs. In addition, we plan to build a sports center as a venue for sports games and a training center for sports teams. When complete, we expect that it will focus on sporting activities as well as leisure and entertainment. We believe that the beauty of the pastoral complex, the ingenuity of the sports venue and the endearing fans for sports games will help our project attract more tourists in the next six to ten years. Our Growth Strategy We plan to implement the following strategies to further grow our future business: Online Platform - Further developing our online platform to increase the efficiency and decrease the cost of each transaction. Fun-Building Sales – Increasing sales and marketing efforts to generate revenue from the sale of properties within our Lighthouse Project. Fun-Rental Service – Increasing marketing efforts to promote the rental service business within our Lighthouse Project. Location expansion – Identifying other locations in China with similar urbanization opportunities where we would be able to replicate our existing business model. Competitive Advantages We are a technology-driven real estate company with a sophisticated online platform that offers a diversified portfolio of services to satisfy our customers growing needs. We believe we have a number of competitive advantages that will enable us to maintain and further increase our market position in the industry for the regional market. Our competitive strengths include: Our unique business model that would offer consumers discounts for property purchase. Holistic approach for large-scale territorial development. Exclusive right to service the Lighthouse Basin (Shuntian) Pastoral Complex. Experienced technology team to support our online platform. Experienced management team with many years of expertise in the real estate development industry. Our Challenges and Risk Factors Summary The following section outlines the primary challenges and risks inherent to our business model. Before deciding to invest in our ordinary
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001781929_gameworks_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001781929_gameworks_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3116318b6962931dd81b248255d3001aa0eb9010
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001781929_gameworks_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary provides a brief overview of the key aspects of our business and our securities. The reader should read the entire prospectus carefully, especially the risks of investing in our securities discussed under Risk Factors. Some of the statements contained in this prospectus, including statements under this section and Risk Factors , are forward-looking statements and may involve a number of risks and uncertainties. Our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus. Overview GameWorks is an esports and entertainment destination built around the central theme of gaming, both competitively and for amusement. Every location, which has a footprint ranging (on average) from approximately 20,000 to 35,000 square feet, features a wide variety of the latest and most popular arcade and video games as well as esports and other activities. Our entertainment centers attract millennials, teens and families. We also host many corporate events. At GameWorks, there is something for everyone. We offer a broad guest audience fun, competition, and great food. Our venues feature numerous specialty entertainment offerings, including esports lounges, video/arcade/redemption games, laser tag, bowling and/or billiards, and even traditional board games. Among consumer operators of esports tournaments with fixed venues, we are the largest national entertainment concept for esports based on revenue. Our distinctive esports lounges consist of organized, multi-player video game venues for participating in competitions between players across varying skill levels as well as casual play amongst friends. They feature the latest and most popular video game offerings on multiple formats (PC, Xbox, PS4). Our venues feature spacious lounge set-ups, which include comfortable couches, offering gamers a welcoming, relaxing and entertaining environment. Every esports lounge provides full-service restaurant and bar service to enjoy while playing or watching. All locations are also ideal places to watch sporting events. Visitors are surrounded by multiple big screens, high-definition televisions and 40-foot video walls. Our seven GameWorks locations feature The Works Kitchen, an eclectic, chef-driven restaurant concept imagined and created by Chef Tony Leitera. Guests can enjoy selections from a varied menu that takes a modern American spin on bar classics while also featuring hearty specialties and healthful options. The upscale food offering incorporates a contemporary approach to traditional favorites across a large variety of appetizers, handhelds (specialty burgers and sandwiches), salads and desserts. Menu creations include, among many others, The Works very own Twists , an array of Bavarian pretzels; hand-stretched artisanal pizzas; savory snacks, dry-rubbed wings and handheld specialties. To top off a meal, there are several signature milkshake creations that combine unlikely ingredients to create delicious indulgences. GameWorks employees are trained to engage with our customers in a friendly and genuine way to provide a memorable personalized experience. We believe that a great customer experience is paramount to winning a repeat customer who will continue to return. We believe that a key to our past and future success is our culture. Superior customer service is borne from within. Our people are our greatest asset. At GameWorks, we lead by example and treat our people with kindness, respect and courtesy. We strive to be a fun, friendly and hardworking group who enjoy taking care of our customers and one another. Tabletop Tap House is a popular restaurant, bar and social game hall in San Francisco serving modern American tavern-style fare created by GameWorks Executive Chef, Tony Leitera. Equipped with a video wall, billiards tables, tabletop board games, and ample upscale dining and event space, Tabletop Tap House is a prime location for hosting private parties, special occasions, corporate events, and viewing popular televised events of all varieties. Company and Other Information GameWorks, Inc. was incorporated in the State of Delaware on August 18, 2017 in order to purchase the subsidiaries through which it operates. Our principal executive offices are located at 111 Maiden Lane, Suite 740, San Francisco, CA 94108 and our mailing address is 5670 Wilshire Boulevard, 18th Floor, Los Angeles, CA 90036. Our main telephone number is (747) 253-0057. Our corporate website address is: www.gameworks.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus and should not be relied upon with respect to this offering. GameWorks , the GameWorks logo and any other current or future trademarks, service marks and trade names appearing in this prospectus are the property of GameWorks Inc. and its subsidiaries. Other trademarks and trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are referred to without the symbols and , but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. ABOUT THIS PROSPECTUS Throughout this prospectus, unless otherwise designated or the context suggests otherwise, all references to the Company, the registrant, GameWorks, we, our, or us in this prospectus mean GameWorks, Inc.; assumes an initial public offering price of the units of $[ ] per unit, the midpoint of the estimated range of $[ ] to $[ ] per unit; all references to the offering refer to the offering contemplated by the IPO Prospectus; year or fiscal year mean the Company s 4-4-5 operating calendar, which divides an operating year into four quarters; each quarter has thirteen weeks, which are grouped into two four-week months and one five-week month; the Company s current reporting period starts on December 30, 2019 and ends on December 27, 2020 ( fiscal 2020 ); prior reporting periods referenced in this prospectus include the fiscal years ended December 29, 2019 ( fiscal 2019 ) and December 30, 2018 ( fiscal 2018 ); all dollar or $ references when used in this prospectus refer to United States dollars; and all share, per share and per unit information relating to our common stock in this prospectus has been adjusted to reflect a 1-for-10,000 forward stock split implemented by the Company immediately prior to this offering. MARKET DATA Market data and certain industry data and forecasts used throughout this prospectus were obtained from internal Company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications, articles and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. We have not independently verified any of the data from third party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based on our management s knowledge of the industry, have not been independently verified. Forecasts are particularly likely to be inaccurate, especially over long periods of time. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings Risk Factors and Cautionary Note Regarding Forward-Looking Statements in this prospectus. Cautionary Note Regarding Forward-Looking Statements This prospectus contains forward-looking statements. Forward-looking statements reflect the current view about future events. All statements, other than statements of historical facts, regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, objectives of management or other financial items are forward-looking statements. The words anticipate, believe, estimate, expect, intend, may, plan, predict, project, will, would and similar expressions, or the negative of these terms or similar expressions, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation: Since our inception in August 2017, we have experienced three consecutive fiscal years (four accounting periods due to an intervening change in ownership during 2018) of losses totaling $28,875,290 as of June 28, 2020 and may not be able to achieve profitability in the near term or at all. The economic uncertainty in the United States impacts our business and financial results, and a new recession could materially affect us in the future. Our growth strategy depends on our ability to open new venues and operate them profitably. Our expansion into new markets may present increased risks due to our unfamiliarity with the area. Our quarterly results of operations are subject to fluctuations due to the seasonality of our business and other events. Our operations are susceptible to the availability and cost of food and other supplies, in most cases from a limited number of suppliers, which subject us to possible risks of shortages, interruptions and price fluctuations. Instances of foodborne illness and outbreaks of disease, as well as negative publicity relating thereto, could result in reduced demand for our menu offerings and reduced traffic in our venues and negatively impact our business. We may be unable to operate our venues, or obtain and maintain licenses and permits necessary for such operation, in compliance with laws, regulations and other requirements, which could adversely affect our business, results of operations or financial condition. Changes in laws, regulations and other requirements could adversely affect our business, results of operations or financial condition. We face potential liability with our gift cards under the property laws of some states. We may face labor shortages that could slow our growth and adversely impact our ability to operate our venues. Local conditions, events, terrorist attacks, public health (pandemic) related shutdowns, adverse weather conditions and natural disasters could adversely affect our business. We face uncertainty as to the opening, and reduced capacity, of our venues due to COVID-19. We face uncertainty with respect to the degree to which our expenses incurred during the COVID shutdown period qualify for forgiveness under the provisions of Paycheck Protection Program. Damage to our brand or reputation could adversely affect our business. Our marketing programs may not be successful. We may be unable to renew real property leases on favorable terms, or at all, which may require us to close a venue or relocate, either of which could have a material adverse effect on our business, results of operations or financial condition. Fixed rental payments account for a significant portion of our operating expenses, which increases our vulnerability to general adverse economic and industry conditions and could limit our operating and financial flexibility. Changes to estimates related to our property, fixtures and equipment or operating results that are lower than our current estimates at certain venue locations may cause us to incur impairment charges on certain long-lived assets, which may adversely affect our results of operations. We may be unable to adequately protect our intellectual property. Failure to establish and maintain effective internal control over financial reporting could have a material adverse effect on our business and operating results. Disruptions in our information technology systems or security breaches of confidential customer information or personal employee information could have an adverse impact on our operations. The esports business is new and evolving, and it is uncertain how or if it will evolve. We believe that success in the esports business will require that we enter into joint ventures and alliances with third parties, which we may be unable to do successfully or at all. We will need to expand or refine our marketing efforts in order to attract customers to our esports offering. We may not be able to compete favorably in the highly competitive out-of-home and home-based entertainment and restaurant markets, which could have a material adverse effect on our business, results of operations or financial condition. Our procurement of games and amusement offerings is dependent upon a few suppliers. We depend on the services of key executives, the loss of whom could materially harm our business and our strategic direction if we were unable to replace them with executives of equal experience and capabilities. Our stock and warrant prices may fluctuate significantly, and you may be unable to resell your shares and/or warrants at or above the offering price. There is no existing market for our securities, and we do not know if one will develop to provide you with adequate liquidity. We do not anticipate paying dividends on our common stock in the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it. If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our stock, or if our results of operations do not meet their expectations, our stock price and trading volume could decline. You may be diluted by the future issuance of additional common stock in connection with our incentive plans, acquisitions or otherwise. Sales of substantial amounts of our common stock and/or warrants in the public markets, or the perception that such sales might occur, could reduce the price of our common stock and/or warrants and may dilute your voting power and your ownership interest in us. Our costs could increase significantly as a result of operating as a public company, and our management will be required to devote substantial time to complying with public company regulations. We are an emerging growth company and elect to comply with certain reduced reporting requirements applicable to emerging growth companies, which could make our securities less attractive to investors. The prices of our common stock and warrants may be volatile and you could lose all or part of your investment. If you purchase units in this offering, you will suffer immediate and substantial dilution. Failure to maintain effective internal control over financial reporting in accordance with Section 404 of Sarbanes-Oxley could have a material adverse effect on our business and stock price. Our indebtedness could adversely affect our ability to raise additional capital to fund operations, limit our ability to react to changes in the economy or our industry and prevent us from meeting our financial obligations. Our ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements. The terms of our security agreement and other debt documents restrict our current and future operations, which could adversely affect our ability to respond to changes in our business and to manage our operations. After this offering, our principal stockholder will continue to have substantial control over us. We are a controlled company within the meaning of the Nasdaq rules and, as a result, qualify for, and will rely on, exemptions from certain corporate governance requirements that provide protection to the stockholders of companies that are subject to such corporate governance requirements. Conflicts of interest may arise because some of our directors are principals of our principal stockholder. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. PROSPECTUS SUMMARY This summary provides a brief overview of the key aspects of our business and our securities. The reader should read the entire prospectus carefully, especially the risks of investing in our securities discussed under Risk Factors. Some of the statements contained in this prospectus, including statements under this section and Risk Factors , are forward-looking statements and may involve a number of risks and uncertainties. Our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus. Overview GameWorks is an esports and entertainment destination built around the central theme of gaming, both competitively and for amusement. Every location, which has a footprint ranging (on average) from approximately 20,000 to 35,000 square feet, features a wide variety of the latest and most popular arcade and video games as well as esports and other activities. Our entertainment centers attract millennials, teens and families. We also host many corporate events. At GameWorks, there is something for everyone. We offer a broad guest audience fun, competition, and great food. Our venues feature numerous specialty entertainment offerings, including esports lounges, video/arcade/redemption games, laser tag, bowling and/or billiards, and even traditional board games. Among consumer operators of esports tournaments with fixed venues, we are the largest national entertainment concept for esports based on revenue. Our distinctive esports lounges consist of organized, multi-player video game venues for participating in competitions between players across varying skill levels as well as casual play amongst friends. They feature the latest and most popular video game offerings on multiple formats (PC, Xbox, PS4). Our venues feature spacious lounge set-ups, which include comfortable couches, offering gamers a welcoming, relaxing and entertaining environment. Every esports lounge provides full-service restaurant and bar service to enjoy while playing or watching. All locations are also ideal places to watch sporting events. Visitors are surrounded by multiple big screens, high-definition televisions and 40-foot video walls. Our seven GameWorks locations feature The Works Kitchen, an eclectic, chef-driven restaurant concept imagined and created by Chef Tony Leitera. Guests can enjoy selections from a varied menu that takes a modern American spin on bar classics while also featuring hearty specialties and healthful options. The upscale food offering incorporates a contemporary approach to traditional favorites across a large variety of appetizers, handhelds (specialty burgers and sandwiches), salads and desserts. Menu creations include, among many others, The Works very own Twists , an array of Bavarian pretzels; hand-stretched artisanal pizzas; savory snacks, dry-rubbed wings and handheld specialties. To top off a meal, there are several signature milkshake creations that combine unlikely ingredients to create delicious indulgences. GameWorks employees are trained to engage with our customers in a friendly and genuine way to provide a memorable personalized experience. We believe that a great customer experience is paramount to winning a repeat customer who will continue to return. We believe that a key to our past and future success is our culture. Superior customer service is borne from within. Our people are our greatest asset. At GameWorks, we lead by example and treat our people with kindness, respect and courtesy. We strive to be a fun, friendly and hardworking group who enjoy taking care of our customers and one another. Tabletop Tap House is a popular restaurant, bar and social game hall in San Francisco serving modern American tavern-style fare created by GameWorks Executive Chef, Tony Leitera. Equipped with a video wall, billiards tables, tabletop board games, and ample upscale dining and event space, Tabletop Tap House is a prime location for hosting private parties, special occasions, corporate events, and viewing popular televised events of all varieties. Company and Other Information GameWorks, Inc. was incorporated in the State of Delaware on August 18, 2017 in order to purchase the subsidiaries through which it operates. Our principal executive offices are located at 111 Maiden Lane, Suite 740, San Francisco, CA 94108 and our mailing address is 5670 Wilshire Boulevard, 18th Floor, Los Angeles, CA 90036. Our main telephone number is (747) 253-0057. Our corporate website address is: www.gameworks.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus and should not be relied upon with respect to this offering. GameWorks , the GameWorks logo and any other current or future trademarks, service marks and trade names appearing in this prospectus are the property of GameWorks Inc. and its subsidiaries. Other trademarks and trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are referred to without the symbols and , but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. This Prospectus Summary highlights information contained elsewhere and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our financial statements and the related notes included elsewhere in this prospectus. You should also consider, among other things, the matters described under Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations in each case appearing elsewhere in this prospectus. Nasdaq Listing Application and Proposed Symbol We have filed an application to have our common stock and warrants listed on the Nasdaq under the symbol s
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001782594_genetron_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001782594_genetron_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001782594_genetron_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001785154_phoenix_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001785154_phoenix_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001785154_phoenix_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001786119_excelleran_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001786119_excelleran_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5407d75a4a3cf4d6e5c4787f783840694c2c0993
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001786119_excelleran_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 exlt_s1a.htm AMENDMENT NO. 2 S-1A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 15, 2020. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EXCELLERANT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 8000 (Primary Standard Industrial Classification Code Number) 98-1497791 (IRS Employer Identification No.) 302Yayun Ave, Panyu, Guangzhou, Guangdong 510000, China. +17027769823 excellerantinc@yahoo.com (Address and telephone number of principal executive offices) Incorp Services, Inc 3773 Howard Hughes Parkway Suite 500 S Las Vegas, NV 89169-6014 +1 (702) 866-2500 (Name, address and telephone number of agent for service) Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. Large accelerated filer [ ] Accelerated Filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Emerging growth company [X] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] CALCULATION OF REGISTRATION FEE Title of Securities to be Registered Amount to be registered Proposed maximum offering price per share(2) Proposed maximum aggregate offering price Amount fee(1) Common Stock 10,000,000 $0.01 $100,000 $12.98 (1)This is an initial offering and no current trading market exists for our common stock. (2)Estimated solely for purposes of calculating the registration fee pursuant to Rule 457. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such section 8(a), may determine. PROSPECTUS THE INFORMATION IN THIS PROSPECTUS MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED Excellerant, Inc. 10,000,000 SHARES OF COMMON STOCK $0.01 PER SHARE This is the initial offering of common stock of Excellerant, Inc. and no public market currently exists for the securities being offered. We are registering for sale a total of 10,000,000 shares of common stock at a fixed price of $0.01 per share to the general public in best efforts offering. We estimate our total offering registration costs to be approximately $10,000. We will have to sell 50% of the offering shares to implement our plan of operations. The offering is being conducted on a self-underwritten, best efforts basis, which means our President, Lasha Morbedadze, will attempt to sell the shares. We are making this offering without the involvement of underwriters or broker-dealers. This Prospectus will permit our President to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. Mr. Morbedadze will sell all the shares registered herein. In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The shares will be offered at a fixed price of $0.01 per share for a period of two hundred and forty (240) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 10,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 10,000,000 shares registered under the Registration Statement of which this Prospectus is part. Excellerant, Inc. is a start-up company and has had limited operations. To date we have been involved primarily in organizational activities. We do not have sufficient capital to commence operations. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford the loss of your investment. Our independent registered public accountant has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern. SEE RISK FACTORS FOR A DISCUSSION OF CERTAIN INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY. There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority ( FINRA ) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. To be eligible for quotation, issuers must remain current in their quarterly and annual filings with the SEC. If we are not able to pay the expenses associated with our reporting obligations, we will not be able to apply for quotation on the OTC Bulletin Board. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop. We are an emerging growth company as defined in the Jumpstart Our Business Startups Act ( JOBS Act ). THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED RISK FACTORS ON PAGES 7 BEFORE BUYING ANY SHARES OF EXCELLERANT, INC. S COMMON STOCK. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. Offering Price Per Share Total Amount of Offering Underwriting Commissions To Us Common Stock $0.01 $100,000 $0 $100,000 Subject to Completion, Dated January 15, 2020 EXCELLERANT, INC. 302Yayun Ave, Panyu, Guangzhou, Guangdong 510000, China. SUMMARY OF PROSPECTUS You should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhere in this prospectus. In this prospectus, unless the context otherwise denotes, references to we, us, our and are to Excellerant, Inc.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001786511_fresh2_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001786511_fresh2_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e68a30b8af91dd5f7c47c771fe4144174d4bfb25
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001786511_fresh2_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights selected information contained elsewhere in this prospectus and is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Preference Shares discussed under "Risk Factors," before deciding whether to invest in our Preference Shares. This prospectus contains information from an industry report commissioned by us and prepared by Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., or Frost & Sullivan, an independent market research firm, to provide information on the cancer screening and detection market and our market position in this industry. Overview We are a biotechnology company focusing on early cancer screening and detection. We market and sell a multi-cancer screening and detection test that uses our innovative, patented CDA technology and our proprietary CDA device. In addition to early cancer screening and detection, our CDA technology has demonstrated potential to assist physicians in cancer diagnosis, prognosis and recurrence. Our CDA technology provides a comprehensive platform, on which we have developed our CDA test and our proprietary CDA device. Our CDA test can detect and assess an individual's overall cancer risk with high accuracy, including early stage cancer. We also offer combination tests that combine our CDA test with auxiliary tests based on other cancer screening and detection technologies, such as biomarker-based tests, to detect the risk of specific cancer types. When we refer to our technology or tests as a "cancer screening and detection" technology or test in this prospectus, we refer to the detection and assessment of the risk of cancer occurrence, not to cancer diagnosis. Our CDA technology focuses on biophysical properties in human blood. Recent studies have shown that there is a correlation between certain biophysical properties, including acoustical, electrical, magnetic, nano-mechanical and optical properties, and cancer occurrence. These studies have revealed that biophysical properties could be important non-genetic aspects of the micro-environment regulating the balance between normal cell growth and carcinogenesis (cancerous growth), which may lead to cancer occurrence. Biophysical properties' physical expressions of information in the blood can indicate risks of pre-cancerous states and cancers. These biophysical signals change over time as cancer occurs, progresses or regresses. Our proprietary CDA device uses an integrated sensor system to detect certain biophysical signals in blood samples. After collecting data on these signals, we use our CDA technology and proprietary algorithm to measure and analyze these signals at multiple biological levels (including the protein, cellular and molecular levels) and with multiple parameters (including the overall CDA value, the PTF value and the CTF value). According to Frost & Sullivan, we are one of the first biotechnology companies worldwide to focus on the detection and measurement of cancers' biophysical properties. In our industry and related research fields, our CDA technology, as well as CTCs, ct-DNA, exosome, mRNAs and other emerging technologies, are known as "next-generation" cancer screening and detection technologies. Our CDA technology provides a highly accurate, early-stage risk assessment of the occurrence of cancer. As of December 31, 2019, our CDA technology had been shown in numerous retrospective validation studies to be able to detect the risk of 26 cancer types with high sensitivity and specificity rates. These 26 cancers accounted for over 80% of the cancer incidences in China from 2013 to 2018, according to Frost & Sullivan. Our CDA technology requires only a standard blood sample from a tested individual, which minimizes the inconvenience and invasive procedures and avoids the harmful side effects that are inherent to many other technologies. We have established a test database that as of March 31, 2020, consisted of over 169,800 blood samples of various age, sex and disease groups. Our database included over 127,500 samples from our commercial CDA-based tests and approximately 42,300 samples from our research studies. According to FORM F-1/A AMENDMENT 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AnPac Bio-Medical Science Co., Ltd. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) British Virgin Islands State or Jurisdiction of incorporation or organization) 8071 (Primary Standard Industrial Classification Number) Not Applicable (I.R.S. Employer Identification Number) 801 Bixing Street, Bihu County Lishui, Zhejiang Province 323006 People's Republic of China +86-578-2051-6666 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Table of Contents up to an aggregate of 2,200,00 Shares in one or more offerings. If required, each time the selling stockholder offers Shares, we will provide you with, in addition to this prospectus, a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to that offering. We may also use a prospectus supplement and any related free writing prospectus to add, update or change any of the information contained in this prospectus or in documents we have incorporated by reference. This prospectus, together with any applicable prospectus supplements, any related free writing prospectuses and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in a prospectus supplement. Please carefully read both this prospectus and any prospectus supplement together with the additional information described below before buying any of the securities offered. We have not done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside of the United States. We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus. The selling stockholder may offer to sell, and seek offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of Class A Ordinary Shares. Until [ ], 2020 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating in this offering, may be required to deliver a prospectus. Table of Contents Frost & Sullivan, we ranked first in China and second worldwide among companies offering next-generation early cancer screening and detection technologies in terms of the number of clinical samples for cancer screening and detection as of June 30, 2019. For purposes of these rankings, we had approximately 35,000 clinical samples as of June 30, 2019, which represented the historical aggregate number of participants enrolled in our research studies that were developed in clinical sites qualified by competent authorities, such as the NMPA. In addition, among companies offering next-generation early cancer screening and detection technologies in China, in 2018 we ranked first in terms of volume of commercial cancer screening and detection tests conducted and fifth in terms of revenue from commercial cancer screening and detection tests, according to Frost & Sullivan. We have established two clinical laboratories in China and one clinical laboratory in the United States. Our principal laboratory is a licensed biomedical clinical laboratory located in Lishui, Zhejiang Province, China, where we perform our commercial CDA-based tests (including our CDA tests and combination tests), as well as a variety of other tests (including immunological and biochemical tests). Our laboratory in Haikou, Hainan Province, China is a licensed genomics clinical laboratory where we perform gene sequencing tests. In addition to these two clinical laboratories, we also have a research and development center located in Shanghai, China, where we develop our next-generation cancer screening and detection technology and tests. In the United States, we have a California-licensed clinical laboratory located in San Jose, California for which we obtained CAP accreditation and a CLIA Certificate of Accreditation in March 2020. Our San Jose laboratory is equipped to perform our CDA tests and biochemical tests. We have entered into research agreements with U.S. universities and academic medical centers, and we are in discussions with other U.S. hospitals, medical institutions, CROs, managed care companies and other health organizations, to conduct research studies on our CDA technology at this laboratory. We also plan to open a second U.S. clinical laboratory in Philadelphia, Pennsylvania around the second quarter of 2020, and have obtained a CLIA Certificate of Registration for this new laboratory. We have applied for a Pennsylvania state laboratory permit and plan to seek accreditation from CAP for this new laboratory. As of December 31, 2019, we had filed 238 patent applications globally; among these, 128 patents had been granted, including 57 in greater China (including seven in Taiwan) and 19 in the United States, and 109 patent applications were pending in China, the United States and nearly 20 other countries and regions. Our patent applications broadly cover apparatus and methods for early stage disease detection, and they strategically encompass important specific embodiments of these apparatus and methods. We performed our first commercial CDA-based test in China in 2015. Since then, we have generated revenue in China for four consecutive years. The number of commercial CDA-based tests (inclusive of CDA tests and combination tests) we sold increased significantly from 19,336 in 2017 to 41,607 in 2018 and further to 52,428 in 2019. Our revenue from sales of cancer screening and detection tests increased by 83.7% from RMB5.2 million in 2017 to RMB9.6 million in 2018 and increased by 8.6% from 2018 to RMB10.4 million (US$1.5 million) in 2019. Our total revenues increased by 80.3% from RMB5.7 million in 2017 to RMB10.3 million in 2018 and increased by 5.8% from 2018 to RMB10.8 million (US$1.6 million) in 2019. In the United States, we plan to commence marketing our CDA test as an LDT in the future. Our CDA Technology Our CDA technology provides an innovative and comprehensive platform for us to develop multi-cancer screening and detection tests with high sensitivity, specificity and cost-efficiency. AnPac Technology USA Co., Ltd. Suite 127, 2260 Clove Drive San Jose, CA 95128 +1-267-810-6776 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Jonathan Leinwand, Esq. Jonathan D. Leinwand, P.A 18851 NE 29th Avenue, Suite 1011 Aventura, Florida 33180 954-903-7856 Spencer G. Feldman, Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas, 15th Floor New York, NY 10019 212-451-2300 Table of Contents Principal Mechanism Focus on Biophysical Properties Our CDA technology is a liquid-based technology. The critical difference between our CDA technology and other liquid- based cancer screening and detection technologies is that our technology focuses on biophysical properties rather than conventional biochemical or genomic properties. Specifically, our CDA technology is based on the correlations between biophysical properties and cancer occurrence. Recent studies have shown that there is a correlation between certain biophysical properties and cancer occurrence. These studies have revealed that certain biophysical properties could be important non-genetic aspects of the micro-environment regulating the balance between normal cell growth and carcinogenesis (cancerous growth), which may lead to cancer occurrence. Biophysical properties exist in all human beings, including healthy individuals, and the signals they express can be detected before a tumor has formed. Biophysical properties increase or decrease progressively in a statistically significant way from healthy state to non- cancerous disease, pre-cancer disease, early- and late-stage cancer states. The change in biophysical properties is a potential cause for the loss of immunity and increased occurrence of cancer. On the other hand, the strength of biophysical signals expressed by these biophysical properties which our CDA technology is designed to detect increase progressively from healthy through late-stage cancer states. We have collected testing data on 26 types of cancer, including data on biophysical properties measured in multiple serial samples collected from the same person over time and corresponding pathological data. Our proprietary algorithm is based on this database, and it uses the testing data collected by our CDA device to determine the PTF value, CTF value and overall CDA value of a blood sample. The overall CDA value determined through our test factors in the PTF and CTF value, as well as other biophysical property characteristics of the blood sample. The overall CDA value, as the principal parameter for our CDA technology, is proportional to the cancer risk. Based on the progressive changes of biophysical properties and their signals from healthy through late-stage cancer states, we believe that our CDA technology is ideally suited for early cancer screening and detection, as well as assistance in cancer diagnosis, prognosis and reoccurrence. Through tracking CDA values, we can obtain both static and dynamic (progression) of information on cancer risk. Multi-level and Multi-parameter Our CDA technology is designed to analyze biophysical properties that potentially influence body functions at multiple biological levels, including cellular, protein and molecular levels. By comparison, some other liquid-based cancer screening and detection technologies are based on detection signals that exist at only one of the cellular, protein and molecular levels for example, conventional biomarkers at the protein level and CTCs at the cellular level. As a result of this multi-level analysis, we believe that our CDA technology is more comprehensive and that it can provide more dimensions of information, potentially making it more accurate in detecting cancers. Our CDA technology quantitatively measures biophysical properties that are collectively possessed by a biological specimen. These properties may vary by health status at the cellular, protein and molecular levels. At the cellular level, biophysical properties may not only change with a cell's surface properties, but they may also alter when interactions occur between cells (for example, intercellular repulsions and attractions) as well as possibly cell-to-cell signaling. At the protein and molecular levels, certain biophysical properties may modify proteins' surface phases and structures and affect the molecular mechanism that maintains the nuclear and genomic integrity of normal cells. Shifts and aberrations in these biophysical properties may potentially lead to alterations in cell interactions and possibly affect functioning and replication of DNA. These shifts and aberrations could therefore cause increased mistakes in gene Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. Table of Contents replications and even increased frequency of gene mutations that result in various diseases, including cancer. In addition, different cancers may share certain common biophysical properties, and our CDA technology captures and quantifies the biophysical signals of malignant cells that are in general distinct from those in normal cells. As a result of these measurements, our CDA technology can detect the risk of multiple cancers in one test. In contrast, certain other liquid-based cancer signals only exist at one of the above three levels (cellular, protein or molecular) and normally a specific signal corresponds to only one cancer. For instance, AFP tumor marker, a protein biomarker, is typically used to screen exclusively for liver cancer; and PSA, another protein biomarker, is typically only used to detect prostate cancer. Our CDA technology, together with our CDA device, deploys various measurement parameters, primarily PTF, CTF and CDA values, by detecting certain biophysical properties in blood. After testing a blood sample, our CDA device generates a series of testing data, including the PTF value, the CTF value and the overall CDA value. The PTF value refers to the measured level of protein cancer-related factor in the blood. The CTF value refers to the measured level of cellular cancer-related factors in the blood. Using our proprietary algorithm, we arrive at the overall CDA value based on the PTF and CTF values, as well as other biophysical property characteristics of the blood. This overall CDA value is the principal analysis parameter that we use to assess an individual's overall cancer risk. Based on the results of these parameters, we assess the risk of cancer to be low (normal), medium or high. Analytical Validation We have conducted numerous research studies on our CDA technology's utility and accuracy. Since 2015, we have completed 25 research studies on our CDA technology with hospitals and medical institutes in China. Among them, the results of 15 research studies on which we collaborated with five Chinese hospitals and medical institutes have been published at ASCO annual meetings and other medical conferences and in medical journal supplements. We have also completed an additional ten unpublished research studies with nine hospitals and medical institutes in China. As of March 31, 2020, we had tested more than 169,800 blood samples collected from various age, sex and disease groups, including over 127,500 samples from our commercial CDA-based tests and over 42,300 samples from our research studies. Our research studies have demonstrated that our CDA technology can detect the risk of multiple cancers with high sensitivity and specificity rates. We have used meta-analysis to analyze the resulting data of all completed research studies for a specific cancer type up to December 31, 2019 and calculated our CDA technology's sensitivity and specificity rates for that cancer type. Meta-analysis is a statistical analysis of a large collection of analysis results from individual studies for the purpose of The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per share Proposed maximum aggregate offering price Amount of registration fee ADSs representing Class A ordinary shares, par value US$0.01 per share(1)(2) 2,200,000 US$3.18 US$7,000,000 US$908.60 Total 2,200,000 US$3.18 US$7,000,000 US$908.60 (1)Represents shares offered by the selling stockholder. Includes an indeterminable number of additional shares of Class A ordinary shares, pursuant to Rule 416 under the Securities Act of 1933, as amended, that may be issued to prevent dilution from stock splits, stock dividends or similar transactions that could affect the shares to be offered by the selling stockholder. (2)The amount to be registered consists of 2,200,000 shares of Class A ordinary shares, par value $0.01 per share issuable upon conversion of registrant's 700,000 Class A Preference Shares, par value $0.01 per share. Note: (1) For each specific cancer type shown in the table above, the references in this column "Publication Information" indicate the medical conferences and medical journal supplements where we have published any research results for that cancer type up to December 31, 2019, while "N/A" The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Our Strengths We believe the following competitive strengths contribute to our success and differentiate us from our competitors: novel patented early multi-cancer screening and detection technology; expansive patent portfolio and proprietary test database; fully commercialized operations in China rolling out our China experience to the U.S.; and an experienced management team with proven track records of success. Our Strategies The key elements of our strategy to grow our business include: enlarge our total addressable market in China by obtaining additional regulatory approvals for our CDA device; grow our customer base in China; strengthen technological advantages with focused research and development; and bring our tests to the U.S. market. Risks Associated with Our Business Our ability to realize our vision and execute our strategies is subject to risks and uncertainties, including those relating to: we are a development-stage biotechnology company with a limited operating history, which makes it difficult to evaluate our prospects and may increase the probability that we will not be successful; we have incurred losses each year since our inception, we expect to continue to incur losses for the foreseeable future, and we may not be able to achieve and maintain profitability; our success depends heavily on the success of our CDA technology and related cancer screening and detection test; our ability to grow our China business is substantially dependent on our ability to penetrate the Chinese hospital market; our plans to enter the U.S. market may not be successful; our industry is subject to rapid change, and other companies or institutions may develop and market novel or improved early cancer screening and detection methods, which may make our CDA technology less competitive or obsolete; we require substantial funding for our operations; if we cannot raise sufficient capital on acceptable terms, our business, financial condition and prospects may be materially and adversely affected; we have recorded net current liabilities and negative cash flows from operating activities historically and may continue to do so; and our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide. Table of Contents The information in this preliminary prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS (Subject to Completion) Issued October [ ], 2020 2,385,000 Class A Ordinary Shares Issuable Upon Conversion of 700,000 Class A Preference Shares Represented by American Depository Shares AnPac Bio-Medical Science Co., Ltd. This is a public offering of Class A ordinary shares of AnPac Bio-Medical Science Co., Ltd. issuable upon conversion of 700,000 Class A Preference Shares, represented by American Depositary Shares, or "ADSs". This prospectus relates to the offering and resale by Keystone Capital Partners, LLC, as selling stockholder, of up to 2,200,000 Class A ordinary shares of our stock, par value $0.01 per share (the "Shares"), issuable upon conversion of 700,000 shares of our Class A Preference Shares ("Preferred A Shares"). The prices at which the selling stockholder may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. We will not receive proceeds from the sale of the shares by the selling stockholder. The selling stockholder and the broker-dealers, if any, acting in connection with such sales might be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act. We will pay the expenses of registering these shares, but all selling and other expenses incurred by the selling stockholder will be paid by the selling stockholder. Our ADSs are listed on The NASDAQ Global Market, under the symbol "ANPC." The Class A Preference Shares are not listed for trading. We are an "emerging growth company" as that term is used in the Jumpstart Our Business Startups Act of 2012, and, as such, have elected to comply with certain reduced public company reporting requirements. We have and will maintain a dual-class share structure. Our outstanding ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one (1) vote, and each Class B ordinary share is entitled to ten (10) votes. Each Class B ordinary share is convertible into one Class A ordinary share at any time by its holder. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity who is not an affiliate of the holder, such Class B ordinary shares shall be automatically and immediately converted into the same number of Class A ordinary shares. Our founder and chairman, Dr. Chris Chang Yu through CRS Holdings Inc., together with Zhangjiang GU KE Company Limited and Zhijun Sihang Holdings Limited with respect to a portion of their ordinary shares, beneficially own all of our issued Class B ordinary shares. All Class B ordinary shares account for approximately 28.93% of our total outstanding shares immediately after the completion of this offering and 28.93% of the aggregate voting power of our total outstanding shares immediately after the completion of this offering. See "Principal Shareholders." Investing in Preference Shares involves a high degree of risk. See "Risk Factors" beginning on page 15 to read about factors you should consider before buying the Shares. Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PRICE US$ PER SHARE Price to Public Proceeds to Selling Stockholder Per Class A Ordinary Share US$3.18 US$3.18 Total US$3.18 US$3.18 Prospectus dated , 2020 Table of Contents Corporate History and Structure We began our operations by incorporating AnPac Bio-Medical Science Co., Ltd., or AnPac Bio, in January 2010 as a British Virgin Islands, or BVI, business company limited by shares under the BVI Business Companies Act. AnPac Bio was established primarily as a holding company and has established operating subsidiaries in China and the United States. The chart below summarizes our corporate structure and identifies our principal subsidiaries as of the date of this prospectus. For more information regarding our principal subsidiaries, see "Corporate History and Structure." Corporate Information Our principal executive offices are located at 801 Bixing Street, Bihu County, Lishui, Zhejiang Province 323006, People's Republic of China. Our telephone number at this address is +86-578-2051-6666. Our registered office in the BVI is located at the office of Maples Corporate Services (BVI) Limited at Kingston Chambers, P.O. Box 173, Road Town, Tortola, BVI. Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our main website is www.anpacbio.com. The information contained on our website is not a part of this prospectus. Our agent for service of process in the United States is AnPac Technology USA Co., Ltd., or AnPac US, located at Suite 127, 2260 Clove Drive, San Jose, CA 95128. Implications of Being an Emerging Growth Company As a company with less than US$1.07 billion in revenue for our last fiscal year, we qualify as an "emerging growth company" pursuant to the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company's internal control over financial reporting, or ICFR. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or Table of Contents revised accounting standards. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards as required when they are adopted for public companies. We will remain an emerging growth company until the earliest of (a) the last day of our fiscal year during which we have total annual gross revenues of at least US$1.07 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of our offering dated October 31, 2019; (c) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. Conventions that Apply to this Prospectus Except where the context otherwise requires in this prospectus: "ADRs" refers to the American depositary receipts that evidence our ADSs; "ADSs" refers to our American depositary shares, each of which represents one Class A ordinary share; "CDA test" refers to our cancer screening and detection test using the CDA technology; "CDA-based tests" refers to either or both of our CDA tests and combination tests; "China" or the "PRC" refers to the People's Republic of China, excluding, for the purposes of this prospectus only, Hong Kong, Macau and Taiwan; "Class A ordinary shares" refers to our Class A ordinary shares of par value US$0.01 per share; "Class B ordinary shares" refers to our Class B ordinary shares of par value US$0.01 per share; "combination test" refers to a test that combines our CDA test with an auxiliary test based on another cancer screening and detection technology, such as biomarker-based test, using our proprietary algorithm; "detection" of cancers by our CDA-based device or tests refers to the detection of the risk of whether cancer may occur or has occurred, not to cancer diagnosis, and "detect" has the corresponding meaning; "Preferred Shares" or "Class A Preference Shares" refers to our Class A Preference Shares par value $.01 per share; "RMB" or "Renminbi" refers to the legal currency of China; "shares" or "ordinary shares" refers to our ordinary shares, including Class A and Class B ordinary shares, par value US$0.01 per share; "US$," "U.S. dollars," "$," or "dollars" refers to the legal currency of the United States; and "We," "us," "our company," "our" or "AnPac Bio" refers to AnPac Bio-Medical Science Co., Ltd. and its subsidiaries. Our reporting currency is the Renminbi. Certain of our financial data are translated into U.S. dollars solely for the reader's convenience. Unless otherwise noted, all convenience translations from Renminbi to U.S. dollars were made at a rate of RMB6.9618 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System on December 31, Table of Contents 2019. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, at the rate stated above, or at all. The PRC government restricts or prohibits the conversion of Renminbi into foreign currency and foreign currency into Renminbi for certain types of transactions. On September 18, 2020, the noon buying rate set forth in the H.10 statistical release of the Federal Reserve Board was RMB 6.7675 to US$1.00. Table of Contents The Offering Offering price The selling stockholder will sell its Shares at prevailing market prices or privately negotiated prices. Class A Ordinary Shares offered by Selling Stockholder This prospectus covers the resale of a total of 2,385,000 Shares of our Class A Ordinary Shares issuable upon conversion of 700,000 Class A Preference Shares held by the Selling Stockholder. Class A Ordinary Shares outstanding immediately before this offering 11,931,560 (assuming the conversion of all Class B Ordinary Shares) Class A Ordinary Shares outstanding immediately after this offering 14,316,560 (assuming the conversion of all Class B Ordinary Shares and the Conversion of all Class A Preference Shares) Use of proceeds We will not receive any proceeds from the sale of the Shares in this offering. See "Use of Proceeds.". Listing The Class A ordinary shares, ADSs are listed on the NASDAQ Global Market under the symbol "ANPC." Our ADSs and shares will not be listed on any other stock exchange or traded on any automated quotation system. Depositary Citibank, N.A.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001786989_industrial_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001786989_industrial_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e0eecb0a1a1a131ca4033b29e070b3b2e9b20685
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001786989_industrial_prospectus_summary.txt
@@ -0,0 +1,1424 @@
+Prospectus Summary, Risk Factors, Use of Proceeds, Management s Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this prospectus constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expects, plans, anticipates, beliefs, estimates, predicts, potential, intends, or continue, or the negative of these terms or other comparable terminology. 
+ 
+ These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.
+ 
+ Forward-looking statements are no guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate.
+ 
+ Important factors that could cause actual results, developments and business decision to differ materially from those anticipated in these forward-looking statements include, among other things:
+ 
+ 
+ 
+ Our planned level of revenues and capital expenditures;
+
+ 
+ 
+ 
+ Our ability to market and sell our products;
+
+ 
+ 
+ 
+ Our plans to continue to invest in research and development to develop technology for both existing and new products;
+
+ 
+ 
+ 
+ Our ability to maintain our relationships with channel partners;
+
+ 
+ 
+ 
+ Our ability to maintain or protect the validity of our European, U.S. and other patents and other intellectual property;
+
+ 
+ 
+ 
+ Our ability to launch and penetrate markets in new locations, including taking steps to expand our activities in Europe and Southeast Asia and to enter into engagements with new business partners in those markets;
+
+ 
+ 
+ 
+ Our intention to open new branches in key global locations and to increase marketing and sales activities;
+
+ 
+ 
+ 
+ Our intention to establish partnerships with industry leaders;
+
+ 
+ 
+ 
+ Our ability to implement on-line distribution channels and to generate sales from such channels;
+
+ 
+ 
+ 
+ Our ability to retain key executive members;
+
+ 
+ 
+ 
+ Our ability to internally develop new inventions and intellectual property;
+
+ 
+ 
+ 
+ Our expectations regarding future changes in our cost of revenues and our operating expenses;
+
+ 
+ 
+ 
+ Our expectations regarding our tax classifications;
+
+ 
+ 
+ 
+ Interpretations of current laws and the passages of future laws;
+
+ 
+ 
+ 
+ Acceptance of our business model by investors; and
+
+ 
+ 
+ 
+ Those factors referred to in the section of this prospectus titled Risk Factors. 
+
+ 
+ These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry s actual results, level of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in this prospectus in greater detail under the heading Risk Factors. You should not rely upon forward-looking statements as predictions of future events.
+ 
+ Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity performance, or achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.
+ 
+ 
+ 16
+ 
+
+ Table of Contents
+ 
+ Information on the Company 
+ History and Development 
+ The Company comprises Fortschritt, CSSC and PlanET, all three of which are operated through the Company s Chinese subsidiaries. 
+ 
+ In 2004, CSSC was founded in Qingdao. The aim was to create a low-cost production platform supplier for German industry and to produce finished products for the Chinese market. Since its inception, CSSC s Chinese workers have been trained to produce components acceptable to its primarily German clientele (over 90% of CSSC s production is exported to Germany). The company s workers receive intensive in-house training and instruction, and receive international licensing as needed through the German technical association (T V).
+ 
+ In 2015, pollution levels peaked in China. A major cause was attributed to the burning of straw after harvesting directly on the fields as agriculture was largely unmechanized at this time. In discussions with local government representatives, potential solutions were discussed to significantly reduce emissions. 
+ 
+ The degree of pollution caused by the burning of the straw, which was carried out on a large scale in China, was visible in the atmosphere :
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ At that time, CSSC suggested a potential solution to the local government to significantly reduce or eliminate the burning of straw and begin collecting it by hay pressing (baler machines) and then ferment it in biogas plants to extract green energy.
+ 
+ For this reason, we founded two additional companies:
+ 
+ 1. Fortschritt China Agritech Limited, produces modern agriculture machinery including high pressure baler machines, transport units and harvesting machines, from parts manufactured by CSSC, building upon the well-known German brand, Fortschritt; and 
+ 
+ 2. PlanET, a joint venture with a leading German company in Biogas Plants engineering and building. 
+ 
+ 
+ 17
+ 
+
+ Table of Contents
+ 
+ As a Chinese producer of high-quality precision machine parts and technical components, CSSC currently produces parts and components for Fortschritt and plans to produce parts and components for PlanET when such parts and components are required.
+ 
+ In 2016, prior to manufacturing parts for Fortschritt, CSSC imported 6 K868 machines from Maschinenfabrik Stolpen Gmbh ( MAFA ) and subsequently sold the 6 machines to a wholesaler domiciled in the inner Mongolia region of China in order to test the market.
+ 
+ On May 9, 2016, ITC-HK entered into a Brand Licensing and Technology Transfer Agreement (the Licensing Agreement ) with MAFA for the exclusive use, manufacturing, and sales and marketing rights of German designed agricultural machines in China and other Greater Asian markets under the Fortschritt brand name. The Licensing Agreement may be cancelled until December 31, 2021, provided such cancellation is announced by June 30, 2021. A copy of the Licensing Agreement is included in this registration statement as Exhibit 10.1.
+ 
+ CSSC currently manufactures parts for Fortschritt branded machines assembled and sold by third parties; and CSSC also currently manufactures parts for Fortschritt branded machines assembled by Fortschritt China for sale into the Chinese market. During 2017 2018 CSSC manufactured and sold the parts for 30 Fortschritt K838 machines to MAFA, and MAFA subsequently assembled the parts and sold the 30 machines into the German market. 
+ 
+ While Fortschritt China has not commenced full production of K838 and K868 machines at their facilities, the company has assembled two K838 machines and two K868 machines using parts produced by CSSC, and in January 2020 the two K838 machines and two K868 machines were sold. A total of approximately 100 K838 and 100 K868 machines using CSSC sourced parts are currently in various stages of assembly by Fortcchritt China. 
+ 
+ The Company plans to use the synergies between its three brands to become a leader in green agriculture, both within China and worldwide, by providing machinery through Fortschritt and CSSC (i) for the mechanization of Chinese agriculture, (ii) for agricultural operations worldwide, and (iii) as part of a green agricultural system whereby organic agricultural waste products are converted into usable energy. 
+ 
+ In order to carry out this plan, we estimate that we will need approximately $10 million for the next 12 months, as follows: approximately $4 million for purchasing raw material, employee wages and operating expenses until the company has sufficient income from sales to fund its operations; approximately $3.5 million for equipment, coating line and machinery; and approximately $2.5 million for research and development, including re-engineering of older model Fortschritt machines and development of new machines.
+ 
+ FORTSCHRITT COMPANY PROFILE 
+ 
+
+ 
+ Fortschritt was incorporated in December 2016 in Hong Kong and China to manufacture Fortschritt branded agricultural machinery in China from parts sourced from CSSC. 
+ 
+ BRAND HISTORY
+ 
+ 1. 
+ The Fortschritt brand looks back on a rich history, stretching over more than 150 years of inventing, developing, and producing agricultural machines and special purpose vehicles. The foundations of the brand were laid in 1854, when August Klinger began to manufacture crop cleaning equipment in Neustadt, Saxony. Ten years later, the first moveable mower was introduced. 1896 the first straw press in the world was presented to the public. 
+
+ 
+ 
+
+ 2. In the years between the world wars Klinger, still a family enterprise, expanded heavily, building a major production base in Neustadt and subsequently acquiring competitors and technology suppliers such as Kuettner and Hering AG in Nuremberg.
+ 
+ 
+
+ 3. Situated in Saxony, the company came under the control of the East German government in the soviet occupied part of Germany after WWII. In 1949 the Fortschritt brand was launched and the company nationalized. The following decades, further enterprises were put under the umbrella of the Fortschritt brand, culminating in the formation of a Kombinat , the socialist version of an integrated industrial complex in 1978. Fortschritt became one of East Germany s most successful brands, its machinery was widely used throughout the eastern bloc- from the tobacco and sugar cane fields of Cuba to the Russian wheat growing plains in Europe and to the rice fields of China in the far east. Above that, the Kombinat s machines were also exported to several western countries and Fortschritt became an important hard currency revenue generator for East Germany. After the collapse of the GDR, the Kombinat was reorganised by the Treuhand, the German state-owned asset administrator. At this point Jens Kroehnerts father, a direct descendant of August Klinger, purchased Maschinenfabrik Stolpen ( MAFA ), a company that had been spun off in the break-up of the Kombinat, including all plans, drawings, patents and other IPR of Kombinat Fortschritt s machinery portfolio
+ 
+ 
+
+ 4. The other parts of the Kombinat were sold to different purchasers. In the following decade the successor companies of the Kombinat saw several changes of ownership and re-branding. In 2004, the production was ceased and the main factory in Neustadt closed down. Nowadays, MAFA is the only entity still active from the break of Kombinat Fortschritt over 25 years ago.
+ 
+ MILESTONES FROM 1854 TILL NOW:
+ 
+ 1854
+ 1896
+ 1945
+ 1974
+ 2001 
+
+ 
+ 
+ 
+ 
+ 
+
+ Klinger s first machine; a grain cleaning machine
+ Klinger received the first patent in the world for a baler machine
+ After WWWII started a new story as a part of the Fortschritt Kombinat Germany.
+ Small fields were put together to large farms, similar to the Chinese situation now in 2018.
+ First export of these machines to China.
+ Modern agricultural machinery, sold all over the world, the Harvester E588 picture here.
+
+ 
+ 
+ 18
+ 
+
+ Table of Contents
+ 
+ KOMBINAT FORTSCHRITT PRODUCTS 1990
+ (year of German Reunification, privatization and break-up of Kombinat Fortschritt begins)
+ 
+ 
+ 
+ 
+ 19
+ 
+
+ Table of Contents
+ 
+ EXAMPLES OF THE RANGE OF KOMBINAT FORTSCHRITT S AGRICULTURAL MACHINERY: 
+ 
+ RAKE, BALER, AND FORAGE HARVESTER
+ 
+ 
+ 
+
+ 
+ TRACTOR AND HARVESTER 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ SPECIAL MACHINE SPRAYER, APPLE HARVESTER 
+ 
+ 
+ 20
+ 
+
+ Table of Contents
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 21
+ 
+
+ Table of Contents
+ 
+ POTATO HARVESTER, FULLY AUTOMATIC
+ 
+ 
+ 
+
+ 
+ All machines are state-of-the-art and demonstrably superior to existing Chinese equipment and harvesting techniques due to manufacturing efficiency, overall quality, and long useful life requiring minimal maintenance.
+ 
+ Since the 1970s almost all agricultural machines have seen only minor alteration of engineering and design features; this continues to be true for virtually all machinery manufactured and distributed today. 
+ 
+ Kombinat Fortschritt, unlike most of its western counterparts, was organized as a fully integrated business. All engineering developments were completed by own internal design teams and all parts, to the last screw were manufactured in-house. This resulted in Fortschritt designs and engineering know-how being documented in detailed production drawings to the smallest part of a complex machine. 
+ 
+ The Kombinat s engineers had to fulfill the requirements of the socialist countries markets, demanding easy to maintain, durable machinery.
+ 
+ From the 1970s the Kombinat s machines was also required to be suitable for export to western customers, in order to serve as hard currency spinner for the East Germany state. 
+ 
+ At its height Kombinat Fortschritt employed more than 60,000 people in multiple locations throughout East Germany, being one of the nation s biggest and internationally most successful enterprises. 
+ 
+ With the end of East Germany, and the break-up of the Kombinat, the history of Fortschritt seemed to have come to an end, as western competitors picked up production sites and individual part producing outfits. Western competitors used their own designs and brands, and the knowledge and engineering designs of Fortschritt where ignored as they were deemed eastern, and thus unfashionable. Nevertheless, the brand continued to live on in many socialist countries, among them China, conserved through some of the original East German machines that can still be found operating in these countries. 
+ 
+ MAFA, has since updated some of the designs acquired from Kombinat Fortschritt and used them for OEM products for companies such as Case, Fendt, Kvernerland and Kuhn. 
+ 
+ BRAND STRENGTH AND PUBLIC AUDIENCE RECEPTION
+ 
+ Despite the fact that Kombinat
+ 
+ 
+ 22
+ 
+
+ Table of Contents
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 23
+ 
+
+ Table of Contents
+ 
+ Other models by Fortschritt on the official stamps of the former GDR (East Germany): Tractor ZT 303, Beets-Toboggan-Core KS-6, Precision-Forage-Harvester E 280, Chopper-Harvester E 065 
+ 
+ 
+ BANKNOTE: In the 70s and 80s, several combine-harvesters such as the Fortschritt E512
+ were shown on the reverse side of GDR (East Germany) banknote
+ 
+ WORLDWIDE HARVESTER AND TRACTOR (ONE TYPE) EXPORT FIGURES:
+ 
+ 
+ 
+ 
+ 24
+ 
+
+ Table of Contents
+ 
+ 
+ 
+ EXPORT FIGURES FOR THE K434 BALER MACHINES TO UKRAINE, RUSSIA, CUBA AND CHINA:
+ 
+ 
+ 
+ 
+ 25
+ 
+
+ Table of Contents
+ 
+ The Company builds on strong Fortschritt brand recognition in China stemming from the brand s export history of over one hundred years. The Company designs and produces reliable, durable, and high-performing agricultural equipment and machinery. Fortschritt has 12 employees, including research & development and technology design teams based in China and overseen by leading experts from Germany. The Company operates a state-of-the-art 2,500 square meter assembly line, as well as offices and warehouses in its leased premises located in Qingdao, China. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 26
+ 
+
+ Table of Contents
+ 
+ Pictures of the modern production line equivalent to European standards:
+ 
+ 
+ 
+ 
+ Modern research & development department and ready-made products:
+ 
+ 
+ 
+ Semi-finished parts in the warehouse:
+ 
+ 
+ 
+ 
+ 27
+ 
+
+ Table of Contents
+ 
+ FORTSCHRITT CHINA AGRITECH LIMITED commenced with production of the following machines: 
+ 
+ 
+ 
+ Status of the production of the above machines:
+ 
+ A total of approximately 100 K868 machines are in various stages of assembly. 
+ 
+ K838 has begun production in 2019 and two prototypes were sent to business partner for on-field testing in May 2019. Sales of K838 have begun in January 2020 with the sale of two K838 machines. 
+ 
+ A total of approximately 100 K838 machines are in various stages of assembly.
+ 
+ E 36 Prototype has been completed;
+ E 251 Prototype has been completed;
+ ME01 Prototype has been completed.
+ 
+ 
+ 
+ 
+ 
+ 28
+ 
+
+ Table of Contents
+ 
+ Serial production of a high-density baler machine (K888) and a potato harvester are planned for in 2021. In addition, a multi-function small tractor and crasher are slated for 2022. Plans to initiate a research & development team for these products and a specialized robotics team with a focus on the agricultural sector have also been developed.
+ 
+ HIGH DENSITY BALER MACHINE K838 AND K868
+ 
+ The Company currently markets two high-density baler machines, the K838, and the K868. The smaller model, the FORTSCHRITT K838, is a robust, maneuverable and powerful baler that has been on the market since 2016. The K838 is optimized for use on smaller and angled surfaces and is compatible with various bale-collecting machines.
+ 
+ 
+ 
+ FORTSCHRITT K838: SMALL HIGH-DENSITY BALER IN USE
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 29
+ 
+
+ Table of Contents
+ 
+ The FORTSCHRITT K868 high-density baler machine can be used with tractors equipped with 70-110 horsepower engines. The baler can pick up straw, herbs and green grass for husbandry feedstock. Field testing showed that the K868 is also able to process rice straw. With its unique automatic loading system, A K868 can clean 1 hectare (10,000 sqm) in approximately 30 minutes.
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 30
+ 
+
+ Table of Contents
+ 
+ The advantage of both machines is Fortschritt s automatic-loading system, which is the subject of Chinese patent No. ZL 2016 2 1144174.6, which is valid through 21 October 2026. English translation of this patent is filed as Exhibit 10.13 to this Registration Statement on Form F-1. 
+ 
+ Scope of the Chinese Patent. The utility model name is: An automatic loading device with rotating parallel guide for picking up and binding square balers. The utility model relates to a rotary parallel rail type automatic loading device for picking up and tying machine, which is a special matching device which is installed behind the picking and tying machine and is convenient for automatic loading of the compressed side bundle along the rotating guide rail. The utility model comprises a rotary conveying end assembly, a near horizontal conveying end assembly, a folding automatic tripping mechanism, an automatic return spring, a tripping pull wire and a tilting pull rod. The device is matched with the picking and tying machine, and has a simple structure, a clever design and a quick design. Efficient, the square baler of the front baler can be directly transported to the synchronous transporter, which effectively solves the problem that the knotted bundle is scattered to the ground, and the difficulty of picking up later and the large amount of labor is used, which greatly saves labor and compresses. The square bale combined with the harvesting process saves time and effort and fills the gap in China s picking up and baling joint harvesting equipment. 
+ 
+ While the Company does not currently receive any subsidies, and there is no guaranty that the Company will receive any future subsidies, the Agricultural Audit Master Station (part of the Ministry of Agricultural & Rural Affairs ) officially certified our Fortschritt baler machines. This is a state registration, which makes future state subsidies possible.
+ 
+ Fortschritt passed the required tests to obtain state subsidies and market agricultural machines in China.
+ 
+ 
+ 31
+ 
+
+ Table of Contents
+ 
+ Going forward, automatization in the agricultural sector is key for China given the steady decrease in the percentage of the population working in agriculture (83% in 1969 versus 18% today) while salaries have increased (yearly ca. 10%). 
+ 
+ See below:
+ 
+ 
+ 
+ (Labor market and salary report 2015/2016 German chamber of commerce)
+ 
+ 
+ 32
+ 
+
+ Table of Contents
+ 
+ Today, only 50% is mechanized and workers primarily use small hand-held operated machines:
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 33
+ 
+
+ Table of Contents
+ 
+ LOADING WAGON E36
+ 
+ Fortschritt machines require no manual handling. The Fortschritt E36 loading wagon fulfills the purpose of loading, pick-up, and reloading greens and droughts. A powerful PICK-UP with five rows of prongs, a working width of 1.85m, hydraulic lifting, air-dyed feeler wheels, adjustable bearing pressure, and further adjustment possibilities ensures the best calculation quality and high-recording performance. The PICK-UP switches off automatically during lifting. The universal dowel allows an optional lower or upper attachment.
+ 
+ 
+ 
+ FORTSCHRITT E36 LOADING-WAGON
+ 
+ 
+ 
+ 
+
+ 
+ This wagon is a market innovation with its automatic loading system and capability to cut straw and grass while transporting it in a pick-up.
+ 
+ 
+ 34
+ 
+
+ Table of Contents
+ 
+ The 4-raking unit is the heart of the trailer. The steering lever control has a much better wear behavior compared to curve tracks, so there is no interruption of the work, no knife breakage, and an independent knife restoration. The bottom can be hydraulically lowered by the tractor. Depending on the crop, the installation of knives can be optionally made, from without a knife to 33 knives . All knives can be swiveled in and out.
+ 
+ We will also produce a trailer for tractors for transport purposes. This is an emerging field in China as historically, China did not produce enough tractors to meet demand and transport is typically handled with heavy trucks. We believe this adoption of tractor trailers will meaningfully reduce harvesting costs as agricultural workers will use their own tractors for transport versus hiring a truck operator.
+ 
+ E251 SINGLE ROTOR RAKES
+ 
+ 
+ 
+ 
+ 
+ 35
+ 
+
+ Table of Contents
+ 
+ The Single Rotor Rakes operates in tandem with the baler machine. It is used to turn the hay and straw to enhance the drying process from sunlight. We plan to introduce this model to the Chinese market. 
+ 
+ ME 01 MULTICAR ELECTROMOBILE
+ 
+ 
+ 
+ This small truck is a multi-function electromobile with hybrid drive. It can be used for agricultural and communal purposes.
+ 
+ The front and back can be assembled with a variety of attachment tools. 
+ 
+ 
+ 
+ 
+ 36
+ 
+
+ Table of Contents
+ 
+ We developed a working protype to conduct a range of battery system tests to fine-tune performance and evaluate various component pieces and attachments. 
+ 
+ 
+ 
+ 
+
+ 
+ There is no multi-function electromobile with hybrid drive vehicle in China according to our research. The truck can be produced for the Chinese market and for export. 
+ 
+ MILESTONES
+ 
+ 
+ 2016
+ 
+ Six K868 machines are purchased from MAFA and sold into the Chinese market by CSSC.
+ 
+ 
+
+ 
+ 12-2016
+ Company founding
+ 
+
+ 
+ 2017
+ Construction of two new factories and office space for Fortschritt, in the company s leased premises in Qingdao, China 
+ 
+
+ 
+ 
+ Investment in machines and equipment (e.g. lasers) for production of precision parts and components
+ 
+ 
+ 12-2017
+ Procurement of IT equipment, quality control software, robotics, and tooling equipment for production of the baler machines
+ 
+ 
+ 2018
+ Initiated a dedicated sales and marketing campaign, exhibition attendance and displays
+ 
+ Conducted successful tests in the Chinese market
+ 
+ 30 sets of K868 parts were produced for the German market and exported
+ Two baler machine production line is ready
+ 
+ K868 machines on backorder. Strong demand with production backlog growing.
+ 
+ 
+ 
+ 37
+ 
+
+ Table of Contents
+ 
+ NOTE: A main sales involves mandated SUBSTITUTION by the GOVERNMENT.
+
+ 
+ 03-2019
+ Produced four K838 and four K868 machines and conducted field tests with oversight and inspection of the Chinese government 
+ 
+
+ 
+ 06-2019
+ Material for approximately 
+ 100 small and 
+ 80 medium to large baler machines 
+ have begun production 
+ 
+ 
+
+ 
+ 
+ 07-2019
+ Field tests a resounding success and the Chinese government commits to providing on-going support and targeted product substitution of nearly 30%
+ 
+
+ NOTE: Imported agricultural machines require payment of import taxes, transport costs and VAT. 
+ 
+ 
+ 12-2019
+ Conclude development of the multi-function electromobile hybrid drive carrier and compact transporter for the Chinese agricultural and rural areas
+ 
+ 2020
+ Officially enter the Chinese market with two baler models and one trailer for serial production
+ 
+ 2021
+ Commence production of a harvester machine
+ 
+ 
+ 
+ 38
+ 
+
+ Table of Contents
+ 
+ LOCATION OF ITC IN CHINA
+ 
+ Qingdao - Population and Infrastructure
+ 
+ 
+ 
+ Qingdao has an international airport, highways to Shanghai (600km) and Beijing (550 km), an international deep seaport, which is the third biggest in China and the eight biggest in the world. With the international port, Qingdao supplies more than 450 ports around the globe with 97 shipping routes. In 2018, the high-speed train connection to Beijing and Shanghai was completed. 
+ 
+ In 2007, Qingdao was named as one of China s top ten cities by the Chinese Cities Brand Value Report, which was released at the 2007 Beijing Summit of China Cities Forum ( The Global Financial Centres Index 24, Sept. 2018 . In 2009, Qingdao was named China s most livable city by the Chinese Institute of City Competitiveness ( China s Top 10 Liveables Cities in China Issued, 0. July 2009 ). 
+ 
+ As of 2014, Qingdao has a population of nine million people, with six universities, among them the Qingdao Technical College and the Qingdao Agriculture University with 1,500 academic staffs. 
+ This provides a fertile environment to attract junior level engineers. 
+ 
+ 
+ 39
+ 
+
+ Table of Contents
+ 
+ Qingdao. Located in the Shandong province is one of the major areas for wheat production (wheat is the main ingredient for all products):
+ 
+ 
+ 
+ 
+ 40
+ 
+
+ Table of Contents
+ 
+ MARKET - COUNTRYSIDE
+ 
+ China s agricultural sector is the biggest in the world. The country is the number one producer in terms of output for many crops and fruits. Compared to other industrialized countries, China still employs a comparatively high percentage of its total labor force in the agricultural sector. 
+ 
+ Major changes in wheat production 2017/18 was (in Mio t)
+ 
+ 
+ 
+ Source: USDA, Foreign Agricultural Service, Production, Supply, and Distribution database.
+ 
+ 
+ 41
+ 
+
+ Table of Contents
+ 
+ Major projected wheat output changes for 2017/18 (in Mio t)
+ 
+ 
+ 
+ Source: USDA, Foreign Agricultural Service, Production, Supply, and Distribution database.
+ 
+ 
+ 42
+ 
+
+ Table of Contents
+ 
+ CHINA WORLD MARKET SHARE AGRICULTURAL (PRODUCTION)
+ 
+ 
+ PRODUCTION
+ EXPORT
+
+ GRAIN
+ 20%
+ 0.3%
+
+ WHEAT
+ 17%
+ 0.5%
+
+ CORN
+ 22%
+ 0.0%
+
+ RICE
+ 30%
+ 0.8
+
+ COTTON
+ 26%
+ 0.1%
+
+ 
+ GDP CONTRIBUTION BY SECTOR
+ LABOUR FORCE BY SECTOR
+
+ 
+ 
+
+ 
+ 
+
+ \s\ Source: IHS Global Insight 2013-2016 /
+ National Bureau for Statistic /
+ American Peanut Association
+ \s\
+ 
+ Source: CIA World Fact Book
+
+ 
+ This high ratio of labor force allocated to agriculture is not reflected in the overall contribution of the sector to the total GDP of the country. This fact indicates that the mechanization and industrialization of China s farm sector are comparatively low. The National Bureau of Statistics displays a 55% mechanization rate for the agricultural sector, but within reason, it can be assumed that this figure includes outdated and inefficient machines and equipment, that may not even be in use any longer.
+ 
+ China is in the midst of a historic shift from traditional, labor-intensive agricultural practices to mechanized, high-tech agriculture. The agricultural sector is owned by the Chinese government, which has made the mechanization of agriculture and the shifting of the rural population to urban areas a top political goal. Changing population structure, limited agricultural land and water resources, the increasingly different eating habits of the Chinese population make this issue the highest priority of the government. Food security is central to China s strategic alignment and to all countries of the world.
+ 
+ Although China s agricultural machinery industry is facing many challenges, the industry is still promising in the long run. The state has introduced the Thirteenth Five-Year Plan for National Agricultural Mechanization Development, an Action Program for Agricultural Machinery and Equipment Development (2016-2025) and other policies to promote the full agricultural mechanization. Data shows that China s comprehensive agricultural mechanization level hits more than 65% in 2016, away from the goal of 70% in 2020.
+ 
+ On February 4, 2018, the Central Committee of the Communist Party of China (CCCPC) and the State Council unveiled its first policy document for 2018. This document, referred to as the No. 1 Document, traditionally focuses on agricultural and rural issues and is considered to be a significant policy document that outlines goals for the upcoming year. The overall message of the 2018 No. 1 Document is focused on developing intensive, domestic agriculture to further China s strategic interests under the theme of Rural Revitalization.
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ Source VDME Report
+
+ 
+ 
+ 43
+ 
+
+ Table of Contents
+ 
+ China aims to complete agricultural and rural modernization by 2035 and develop a strong agricultural sector while raising farm incomes to moderately prosperous levels by 2050. (See GAIN report CH18007)
+ 
+ 
+ 
+ 
+ 44
+ 
+
+ Table of Contents
+ 
+ Despite this huge amount of people still living on and engaged in farming, China is facing the challenge to modernize and industrialize the countryside further. 
+ 
+ This issue is driven by three key factors:
+ 
+ DEMOGRAPHICS
+ 
+ The trend for moving from countryside to the cities is worldwide and has many reasons. One reason is, that the living conditions in cities are mostly better than countryside, education of the younger generation is better also. 
+ 
+ In 1991 almost 44% of the world population was working as a farmer, till 2019 this number is reducing to 28% .
+ 
+ Employment in agriculture (% of total employment) (modeled ILO estimate)
+ 
+ 
+ 
+ Source: International Labor Organization, ILOSTAT database (April 2019) 
+ 
+ 
+ 45
+ 
+
+ Table of Contents
+ 
+ Since 2006 China s rural areas have lost more than 115 million inhabitants (averagely 15 million p.a.), predominantly younger people in search of a better life moving to the cities with its factories and offices. Left behind is a rural society, feeling the impact of China s rapidly shifting demographics towards an aging population even more than the cities. By 2020, nearly 20% of China s total population will be 60 years and older (Source: United Nations/ National Bureau of Statistics).
+ 
+ 
+ Source: World Bank Source: U.S. Census Bureau, International Data Base
+ 
+ With less labor available, farmers face increased pressure from wage inflation and labor shortages, while at the same time opportunities for farmers to plant bigger fields develop. The ones who left the countryside or have become too old to work the fields themselves, lease their plots to an emerging class of agro-industrialists and agro-entrepreneurs.
+ 
+ FOOD INFLATION 
+ 
+ China s population spends over 1/3 (CPI basket contribution ratio 31.8% in 2016; Source: National Bureau of Statistics) of their disposable income on foodstuff, resulting in the stability of food prices being a pivotal issue for social stability. This could be observed during the years 2008-2011, when food prices spurred by multiple factors, were key drivers of inflation in China. Only a modernized, efficient producing agricultural sector will be able to fulfill the central government s ambitious target of supplying 99% of the countries food consumption domestically at stable prices. In parallel, the growing demand for meat from China s urbanized consumer class, lead to further increases in grain prices. The food price hikes recently experienced in China can only be countered sustainably, by increasing efficiency and output, while at the same time reducing the exposure to labor shortages and wage inflation risks.
+ 
+ ENVIRONMENTAL ISSUES
+ 
+ The farming sector is a major contributor to air and water pollution in China. Especially in the northern provinces of Henan, Hebei, and Shandong, the burning of straw on the fields had a major negative impact on air quality, especially during the period from August to late November. Beijing Meteorological Observatory believes, getting straw burning in the provinces surrounding the capital under control will significantly reduce air pollution in the capital. Furthermore, the overuse of fertilizer and inadequate application of pesticides are causing problems for water and soil. According to China s Ministry of Environmental Protection, nearly 20% of the nation s arable land is seriously polluted. With agriculture also being a major contributor to water pollution, the Chinese Ministry of Agriculture indicated, that millions of hectares of farmland near rivers may have to be taken out of production to ensure drinking water supply safety. Such a step certainly would jeopardize the government s aims concerning food supply safety and price stability, thus making further steps towards the efficiency improvement of the agricultural sector inevitable.
+ 
+ 
+ 46
+ 
+
+ Table of Contents
+ 
+ ARABLE LAND PER PERSON (HECTARES) 
+ 
+ 
+ 
+ (Source: Food and Agriculture Organization of the United Nations (FAO), 2015)
+ 
+ COMPARED TO OTHER COUNTRIES, CHINA STILL HAS A HUGE POTENTIAL FOR GROWING, WHILE THE MECHANIZATION IS LOW.
+ 
+ Agricultural land area (sq. km)
+ 
+ 
+ 
+ 
+ 47
+ 
+
+ Table of Contents
+ 
+ NUMBER OF AGRICULTURAL TRACTORS PER PER 100 SQ. KM OF ARABLE LAND
+ (UNITS PER 100 SQ. KM)
+ 
+ 
+ 
+ 84 China (units per 100 sq. km) in 2000
+ 
+ China`s number of tractors was at level 84 units per 100 sq. km in 2000, up from 67 units per 100 sq. km previous year. This is a change of 25.06 %.
+ 
+ Agricultural machinery refers to the number of wheel and crawler tractors (excluding garden tractors) in use in agriculture at the end of the calendar year specified or during the first quarter of the following year. Arable land includes land defined by the FAO as land under temporary crops (double-cropped areas are counted once), temporary meadows for mowing or for pasture, land under market or kitchen gardens, and land temporarily fallow. Land abandoned as a result of shifting cultivation is excluded.
+ 
+ Compared to other Asian countries, China has an enormous potential for growth:
+ 
+ Country
+ Year
+ Rural farmland per capita (hm2/farmer)
+ Tractor number
+ (Unit/100 hm2)
+ Labor productivity (industrial added value of agricultural labor / U.S.) 
+
+ China
+ 2004
+ 0,11
+ 65
+ 373
+
+ Japan
+ 2004
+ 00,3
+ 4588
+ 26557
+
+ Korea
+ 2004
+ 00,3
+ 1239
+ 9996
+
+ 
+ Source: Biennial Conference of the Australian Society for Engineering in Agriculture (SEAg), published by SEAg, Editors: T.M. Banhazi and C. Saunders - 13-16 of September 2009, Brisbane, QLD
+ 
+ 
+ 48
+ 
+
+ Table of Contents
+ 
+ Compared to the United States, China s agriculture market has a significant growth potential: 
+ 
+ 
+ CHINA
+ USA
+
+ Number of farmer (in Mio)
+ 241.7
+ 3.2
+
+ Number of farms (in Mio)
+ 200.2
+ 2.1
+
+ Total farmland area (in Mio acres)
+ 406.8
+ 914.5
+
+ Corn-production area (in Mio acres)
+ 89.7
+ 87.4
+
+ Soya-bean production area (in Mio acres)
+ 16.9
+ 76.3
+
+ Wheat production area (in Mio acres)
+ 59.6
+ 45.3
+
+ Total size of greenhouses (in Mio sq. ft.)
+ 83.6
+ 61.8
+
+ Average farm size (in acre)
+ 2
+ 433.6
+
+ 
+ Source: Biennial Conference of the Australian Society for Engineering in Agriculture (SEAg), published by SEAg, Editors: T.M. Banhazi and C. Saunders - 13-16 of September 2009, Brisbane, QLD
+ 
+ 
+ 
+ Source: ERS compilation of data from China National Development and Reform Commission and USDA National Agricultural Statistics Service.
+ 
+ China s agriculture equipment market is valued at around US$28 Billion in 2018 and is expected to reach nearly US$50 Billion by 2025. China has always attached great importance to agriculture, rural areas, and farmers, as agriculture is the primary industry of the national economy. 
+ 
+ In 2004, China entered a new era in its approach to agricultural policy, as it began to subsidize rather than tax agriculture. As a result, since 2004, China s agricultural market has maintained its growth momentum both for production and sale volume. The government has reiterated its commitment to support agriculture and increase the allocation of funds for the development of the rural economy. This has led to a continuous rise in the income level of farmers, increasing their ability to buy agriculture equipment.
+ 
+ China s agricultural equipment industry is characterized by a large number of mostly unspecialized manufacturers producing low technology machinery. The country has over 2,500 agricultural equipment manufacturers, mainly concentrated in Shandong, Henan, Jiangsu, Liaoning, and Zhejiang provinces, but due to the lack of resources like human capital, funding and the infrastructure necessary to develop sophisticated farming machines, China still relies heavily on foreign imports for high-tech farming machinery. According to the China Agricultural Machinery Distribution Association (CAMDA), the top five domestic manufacturers accounted for less than 25 percent of the market. 
+ 
+ 
+ 49
+ 
+
+ Table of Contents
+ 
+ GOVERNMENT POLICIES
+ 
+ In the last decade, the Chinese government has raised awareness of the challenges the countryside is facing. This awareness is reflected by numerous supporting policies such as land reforms, increased credit availability in rural areas, the abolishing of VAT for farmers and agricultural goods, and last but not least, a heavy increase of direct government subsidies for the agricultural sector. The government policies aim at several key points to spur the development & modernization of the countryside: 
+ 
+ 
+ 
+ Increase farmers income
+
+ 
+ 
+ 
+ Create bigger farms
+
+ 
+ 
+ 
+ Increase agricultural production
+
+ 
+ 
+ 
+ Promote sustainable & environmentally safe farming
+
+ 
+ 
+ 
+ Encourage people from the cities to go back to the countryside and invest there
+
+ 
+ 
+ 
+ Improve food safety
+
+ 
+ (See: The Law of Agricultural Mechanization Promotion of the PRC)
+ 
+ SEASONALITY
+ 
+ CSSC s slowest months are February through May. CSSC will use its slow months for the main production of parts for the Company s Fortschritt brand machines. Because the Chinese agricultural industry spans multiple climatic zones, and the Company plans to market products to other countries in varying climatic zones, we do not anticipate seasonality to have an impact on our business.
+ 
+ We do not anticipate seasonality to have an impact on our business at Fortschritt. We will begin production of our E-Mobile at Fortschritt for the Chinese market. This is a multifunctional machine, usable for summer (cutting grass, transport, cleaning) as well as for winter (snow slide, transport, cleaning, wintergrit). 
+ 
+ 
+ 50
+ 
+
+ Table of Contents
+ 
+ AGRICULTURAL SUBSIDIES DEVELOPMENT 2005-2014
+ 
+ 
+ 
+ (Source: Ministry of Agriculture/ National Bureau of Statistics)
+ 
+ MARKET - CHINA AGRICULTURAL MACHINERY
+ 
+ MARKET OVERVIEW
+ 
+ Until recently, the Chinese market for agricultural machinery was dominated by two types of enterprise: 
+ 
+ 
+ Small-sized companies producing low-end, low price, low-quality machinery often propelled exclusively by humans or animals.
+
+ 
+
+ 
+ big state-owned enterprises, predominantly producing small horsepower tractors, at very low quality.
+
+ 
+ 
+ 51
+ 
+
+ Table of Contents
+ 
+ Traditionally, China s farming sector consisted of small farms relying almost exclusively on manual labor. Since about 2004 China s rapid change of its economic model from stone-age communism towards a market-driven economy, has started to take effect on rural live and work. Although still at a low level, mechanization has started and the availability and use of fertilizers as well as pesticides saw production levels soaring. 
+ 
+ Nowadays the mechanization ratio has reached 55%, a still a very low level compared to western industrialized societies, and there is the reason to believe that this figure still includes a good number of very old, low-performance equipment. 
+ 
+ The demographic developments, and the drag of the cities have left a countryside behind that is suffering from labor shortages and excessive aging. This demographic situation alone, favors the agricultural machinery sectors for many reasons: 
+ 
+ LAND LEASE- people who started working in the factories are nowadays renting out there fields to other farmers, thus the average plot size is getting bigger. While bigger plots can be farmed more economically, the shrinking labor pool and aging rural society forces the farmers to increase the mechanization. This trend is supported by the government, first of all making it possible to lease farmland from third parties, secondly by putting in place special lending- and agriculture-related subsidy programs, encouraging bigger farm sizes.
+ 
+ MECHANIZED SERVICE COOPERATIVES- bigger fields and shrinking labor pool have seen the rise of a new class of agro-entrepreneurship in China, the so-called Mechanized Service Cooperatives ( MSC ). These cooperatives often consist of groups of farmers pooling their resources to purchase high-performance equipment. After working their own fields, they rent out the machinery to other small farmers who cannot afford advanced equipment by themselves. These MSC s have become so successful, that China Mobile, the leading countryside cellular network operator, even launched a platform for the MSC s to manage their business more efficiently. 
+ 
+ SURGING FARMERS INCOME- during the last decade, spurred by rising food prices, increased farm sizes and government supportive actions, rural incomes have improved significantly. Although the picture is incomplete due to a lack of data, increased production output, food prices and mechanization levels, imply that farming in China is moving towards becoming a real industry, that will ultimately create its very own industrialists. 
+ 
+ GOVERNMENT POLICIES AND AIMS 
+ 
+ An important indicator for the development of the countryside is the target set by the government to produce 85% of the agricultural output with only 7% of the labor force by 2030, bringing China in line with the modern industrial nations (Source: Ministry of Agriculture). This target corresponds to urbanization and demographic trends.
+ 
+ This aim seems more realistic than the goal laid down in a previous five-year plan, to source 99% of China s food consumption domestically. 
+ 
+ These developments have not gone unnoticed outside China and western companies began to widen their presence and activities in China in the last 4 years, either by developing sales & distribution networks for import machinery or setting up production bases in China. 
+ 
+ Several market reports and industry experts estimate that the market for agricultural machinery is growing by over 10% p.a. This estimation is confirmed by figures published by western companies supplying and/ or producing agricultural equipment in China (Source: John Deere/ Claas/ Agco). 
+ 
+ In 2015 more than 50% of the German agricultural machinery companies active in China, judged the business climate for agricultural machinery in the PRC as very good or good, with more than 80% judging the business climate in this sector as at least satisfactory (Source: Agrievolution/ VDMA). This makes China the market with the strongest outlook in this survey by far.
+ 
+ Nowadays 15% of the global output of agricultural machinery is manufactured in China already. 
+ 
+ (Source: VDMA) 
+ 
+ 
+ 52
+ 
+
+ Table of Contents
+ 
+ COMPETITION ANALYSIS & PEER ACTIVITY
+ 
+ MAIN COMPETITORS
+ 
+ The following key international and Chinese players have developed manufacturing bases for agricultural machinery in China. 
+ 
+ JOHN DEERE, USA 
+ 
+ The biggest agricultural machinery producer in the world has currently set up four plants in China in Ningbo, Harbin, Tianjin, and Jiamusi. John Deere also established a joint venture with Tianjin Tractor Manufacturing Co. Limited. 
+ 
+ CNH (CASE NEW HOLLAND), ITALY 
+ 
+ CNH operates four manufacturing sites in Harbin, Shanghai, Foshan, and Urumqi. The company s largest manufacturing base In Harbin was commissioned in July 2014. New Holland produces a wide range of agricultural machinery ranging from tractors to add-on applications.
+ 
+ CLAAS, GERMANY 
+ 
+ German-based company has grown through acquisitions aggressively in the past decade and propelled itself into the top tier of agricultural machinery manufacturers. The company reports an 11,3% growth in Asian sales in 2015. CLAAS raised 300 million USD in the US in 2012 issuing debt certificates to finance its further growth. In 2013 the company acquired an 85% stake in Shandong based Jinyee Machinery Manufacturing Co. Ltd, a state-owned enterprise. 
+ 
+ AGCO, USA
+ 
+ The US Group has commissioned a major manufacturing facility in Changzhou in 2014, focusing on Tractors. 
+ 
+ YTO GROUP, CHINA 
+ 
+ The company s tractor business is mainly conducted through its publicly listed subsidiary First Tractor Company Limited. The company s business had been heavily affected by foreign competition, with its tractor sales declining by 22% in 2014 and its agricultural machinery sales dropping 18% in the same year. 
+ 
+ FOTON LOVOL, CHINA 
+ 
+ Since 2015 the company aggressively develops its agricultural machinery segment. In January of the same year, the company acquired Mater Macc, an Italian agricultural machinery enterprise. In March 2015 Phase I of its CNY 2 billion investment, a high-end agricultural machinery production base was commissioned focusing on balers and grain dryers. 
+ 
+ ZOOMLION HEAVY MACHINERY, CHINA
+ 
+ Formerly known as Chery Heavy Industry Limited, spun off the mother company in 2014. Zoomlion Group is still the biggest shareholder, holding over 60% of the stock. In December 2014 the company commissioned a new production base with a planned capacity of 18,000 units of large-scale equipment, predominantly harvesters. 
+ 
+ Besides these key players, a large number of small domestic enterprises is active in the market, which is still highly fragmented. These companies often produce very cheap, very low-quality products and suffer from a lack of engineering capabilities and technological know-how. 
+ 
+ 
+ 53
+ 
+
+ Table of Contents
+ 
+ Apart from the equipment as mentioned before providers and other Chinese enterprises have started to discover the countryside. Shandong based white good giant Haier entered the arena, through its subsidiary Haier Finance, providing lease financing for agricultural machinery with two offices located in Beijing and Shanghai.
+ 
+ 
+ 
+ Haier Finance Advertisement for Agricultural Machinery Leasing, 2016
+ 
+ Suning, the Chinese electronics and home appliances retailing giant will invest CNY 5 billion in the Chinese rural market in 2016 to open 1,500 additional self-owned stores and develop 10,000 agent points and authorized service sites. The company s chairman Zhang Jindong announced that by building channels like self-owned stores and Chinese local-featured halls, Suning aims to promote the industrialization of agriculture in China. 
+ 
+ (Source: Chinatechnewswire)
+ 
+ STRATEGIC APPROACH AND KEY MARKETS (PROVINCES)
+ 
+ The company will initially launch the K868 baler machine in China s ten biggest agricultural provinces. These 10 selected Provinces account for significant amounts of agricultural products. 
+ 
+ Table: Agricultural output FCA s target Provinces compared with total US production
+ 
+ 
+ WHEAT
+ CORN
+ RICE
+
+ PROVINCES
+ 79,815,000
+ 135,402,000
+ 37,943,000
+
+ UNITED STATES
+ 57,966,700
+ 333,010,910
+ 8,613,090
+
+ 
+ 
+ 54
+ 
+
+ Table of Contents
+ 
+ The company will develop its own sales, distribution and service network in the 5 northeastern provinces surrounding its production base in Shandong. These five provinces include some of the most productive in agriculture. The company will appoint provincial representatives and agents and work with local banks and nationwide operating providers of leasing finance. The company received an inquiry from a leading Shandong paper producer for 300 baler machines in July 2016. 
+ 
+ Table: Provinces selected for FCA s own distribution & service network
+ 
+ PROVINCE/ CROP
+ WHEAT
+ CORN
+ RICE
+
+ LIAONING
+ 37,000
+ 11,505,000
+ 4,576,000
+
+ SHANDONG
+ 20,588,000
+ 19,321,000
+ 1,064,000
+
+ SHANXI
+ 4,038,000
+ 5,322,000
+ 810,000
+
+ HEBEI
+ 12,306,000
+ 15,087,000
+ 542,000
+
+ HENAN 
+ 30,822,000
+ 16,448,000
+ 4,712,000
+
+ TOTAL
+ 67,791,000
+ 67,683,000
+ 11,704,000
+
+ 
+ In six more Provinces the company has already identified suitable distribution partners for its products and signed LOI s with several local distribution companies. These provinces are also among China s most productive farming areas. 
+ 
+ Table: Provinces with Distribution Partners
+ 
+ PROVINCE/ CROP
+ WHEAT
+ CORN 
+ RICE
+
+ XINJIANG
+ 6,235,000
+ 4,216,000
+ 590,000
+
+ INNER MONGOLIA
+ 1,652,000
+ 14,657,000
+ 784,000
+
+ JILING
+ N/A
+ 20,040,000
+ 5,685,000
+
+ NINGXIA
+ 703,000
+ 1,658,000
+ 700,000
+
+ HEILONGJIANG
+ 925,000
+ 23,244,000
+ 18,439,000
+
+ GANSU
+ 2,509,000
+ 3,904,000
+ 41,000
+
+ TOTAL
+ 12,024,000
+ 67,719,000
+ 26,239,000
+
+ 
+ SALES & DISTRIBUTION
+ 
+ The existing dealerships and dealer networks in China for agricultural machinery is highly fragmented. The company seeks to develop relationships with leading sales organizations in key regions as well as develop its own sales network in the strongest farming areas, co-operating with bigger local farms and MSC s. 
+ 
+ The company is in active talks with First Mongolian Machinery Co. Limited in Baotou, a subsidiary of Norinco (www.norincogroup.com.cn), concerning the access to their nationwide sales network. 
+ 
+ The company will also approach leading machinery leasing and financing institutions such as Haier Finance and Agricultural Bank of China. 
+ 
+ The company will attend important trade fairs throughout China such as the CIAME (China International Agricultural Machinery Fair) regularly. 
+ 
+ 
+ 55
+ 
+
+ Table of Contents
+ 
+ SERVICE NETWORK
+ 
+ The company will train service technicians. They will independently operate in their provinces and order spare parts from the company or the local distributor. Our clear, structured design with no electronics involved in key operating parts, allow any car mechanic or locksmith to be trained to maintain and to repair the machines. 
+ 
+ The company will set up a service network of 3-5 mobile mechanics per province. These mechanics will rotate inside the provinces and return every four weeks to the Qingdao headquarter for further training. The service mechanics will be Qingdao based employees, this way it can be prevented that they leave the company or start developing their local operations after obtaining the necessary know-how. 
+ 
+ The company will establish a WeChat based repair request platform and is considering further methods such as GPS trackers on the machines to obtain data concerning machinery use as well as market information. 
+ 
+ The Directors that the additional turnover generated from spare part sales and servicing will amount to 4%-8% of the machinery sales volume per annum. Currently, it is considered to install GPS trackers on every machine sold, in order to establish a database that will enable the company to identify machinery use times and locations, in order to increase maintenance efficiency. The company is exploring opportunities for spare part shipping also through China Post s agricultural product service and online order platforms. 
+ 
+ CSSC COMPANY PROFILE 
+ 
+ CSSC is the production base for Fortschritt and PlanET. The main object of the enterprise is the production of agricultural machinery parts for the German market Fortschritt and PlanET.
+ 
+ CSSC was established in Qingdao, China in 2004. QCSSC provides CAD design, prototype development, production and assembly of metal products to such customers as HYDAC, HAKO, K RCHER, KRONE, and MINUTEMAN. The Company is staffed by 120 professionals including German management and a skilled team of European and Chinese specialists and 40 Trainees. The location is approximately 400m from the company Fortschritt China . The whole area is about 10.000 sqm, 6.000 sqm production facility, storage and office building.
+ 
+ CSSC`s metal-processing-spectrum includes full-automated laser-cutting, the use of combine- technology to stamping, folding, welding, finishing and assembly. In addition, we provide all the finishes including powder coating. CSSC`s machine-park with a modern and innovative production is absolutely high-quality and ensures our customers at all times to provide consistent and high-grade-products. The high-tech manufacturing equipment, ERP-process-control and the expertise of our highly-qualified-staff build a more solid foundation for quality, reliability of delivery times and competitive prices. CSSC manufacture all common materials such as normal and stainless steels, aluminum and other nonferrous metals.
+ 
+ 
+ 
+ Typical Industrial work with Robotics nowadays, and part of CSSC beside its machine-park: 
+ FACE RECOGNITION, LASER EQUIPMENT, ROBOT-WELDING
+ 
+ 
+ 56
+ 
+
+ Table of Contents
+ 
+ CSSC works with its customers to provide fully comprehensive product design, development, prototyping, manufacture, and assembly of final products. Customers entrust the Company with development tasks in such fields as vehicle technology (agricultural machinery, trailers, spare parts, etc.), traffic engineering (railway transport, spatial planning, alignment, planning, etc.), engineering (process engineering, power engineering, supply engineering, production engineering), material handling (platform trucks, cranes, etc.) and furniture design (product design, materials science, lighting design) as well as transport logistics.
+ 
+ 
+ 
+ // SERVICE MANAGEMENT. The Company creates long-term sustainable and fruitful business relationships by creating trust through transparency. The Company strives to keep its customers fully informed throughout the project lifecycle. From the idea and sketch to the complex system-solution, creation and design-development is part of this concept. They assist and advise on cost-optimization through intelligent planning and functional analysis. 
+ 
+ For example, the selection of a suitable material plays just as an important role as the forming-process, the design or the laser-compatible design-optimization. Their seamless combination of design and manufacture is effective and practicable. The implementation of customer ideas is made by the most modern design and construction software.
+ 
+ 
+ APPLICATION AREAS OF CSSC:
+ CNC-MILLING
+ DRILLING
+ CNC-LASER-CUTTING
+ PLASMA-CUTTING
+ ROBOT WELDING
+ MAG-WIG-WELDING
+ BENDING
+ 
+ SOURCING:
+ FORGINGS &
+ CASTINGS
+
+ 
+ 
+ 57
+ 
+
+ Table of Contents
+ 
+ // SERVICE. The CSSC metal-processing-spectrum includes fully automated laser-cutting, the use of combine- technology to stamping, folding, welding, finishing, and assembly. In addition, CSSC provides all the finishes including powder coating. The machine-park with the highest quality, modern and innovative production provides their customers with consistent and high-grade-products. The high-tech manufacturing equipment, ERP-process-control and the expertise of highly-qualified-staff provide a solid foundation for manufacturing quality, reliability of delivery times and competitive prices. CSSC manufactures all common materials such as normal and stainless steels, aluminum and other nonferrous metals. 
+ 
+ 
+ 
+ // COMPETITORS. What distinguishes CSSC and makes it special compared to its competitors is its versatility. While other companies specialize in a particular activity, CSSC is broadly diversified and offers a variety of uses. The CSSC offers e.g. not just welding in their portfolio. You already have to distinguish between the manual welding MAG and TIG, and then there is still the welding by robots. Not only in China, but also technology leading countries such as Germany, companies specialize in an activity to have a competitive advantage. 
+ 
+ However, this advantage consists only in the subjective perception of each customer, because specialization suggests especially much experience and quality. CSSC has a unique selling proposition as a German-led company in China, which has been successful over 15 years as a supplier worldwide without ever having money borrowed.
+ 
+ 
+ 58
+ 
+
+ Table of Contents
+ 
+ // COMPETITIVE SITUATION. Customers include market leaders such as K RCHER, KRONE, AEROSPACE or HAKO. And these customers not only order individual single parts but entire assemblies. This implies a wide range of finishing possibilities, from CNC laser cutting to wire erosion to sandblast. The CSSC produces everything in its own enterprise. And for sure the CSSC is also training. Constantly grow the own claim to quality, whether process assurance like automation (Industry 4.0), leadership and training of employees, or in the development of certifications. 
+ 
+ 
+ 
+ Certifications for an industrial manufacturing company require high investment costs.
+ 
+ For every license of the assembly or welding of products for HIGH-SPEED TRAINS, FILTER-PLANTS or WIND-GENERATORS, a company needs special certificates. 
+ 
+ CSSC has more than 50 welders with international high-level welding certificate for railway or pressure-vessels, supplied over 800 clients worldwide & produced over 30.000 assembly units (each unit consists of 2-150 single parts). 
+ 
+ CSSC started supplying global players like KRONE, that focused on Agriculture Machinery. The subsidiary of ITC collected experiences over one and half decade and is ready to supply the ITC-owned-brand-Fortschritt to produce own machines of the Agriculture Machinery. That`s what makes the competitive position of this subsidiary more than strong and defines specialization in a new way. CSSC builds the basic; Starting with the acquisition, to accounting and customer care up, to the packing and the dispatch of the parts on container ships or in airplanes.
+ 
+ 
+ 59
+ 
+
+ Table of Contents
+ 
+ PlanET COMPANY PROFILE 
+ 
+ PlanET China; supplier for GREEN ENERGY 
+ 
+ PlanET stands for Planning and Application of Energy Technology . PlanET China specializes in the design, construction, and service of advanced biogas plants. PlanET China is an affiliate of PlanET Biogas Group GmbH ( PlanET Germany ) which is based in Vreden, Germany. The PlanET Biogas Group is one of the leading providers for the planning, construction, service, and repowering of AD plants. We offer technical solutions for the use of 100 percent manure or slurry and challenging substrates such as grass or straw.
+ 
+ Mr. Andreas Spiegler is CEO of PlanET China, and as of June 2019 PlanET China had no employees. PlanET China plans to acquire prefabricated biogas equipment sourced from PlanET Germany, and use local Chinese workers to install and service the biogas equipment in China. Plan ET Germany will be responsible for design and engineering of the Biogas plants.
+ 
+ 
+ 
+ PlanET Biogas China ltd. is an affiliate of PlanET Biogas Group GmbH, which is based in Vreden, Germany. PlanET Biogas Group GmbH ranks among the leading biogas plant builders in Germany and Europe and has designed, constructed and services over 400 anaerobic digestion systems worldwide. PlanET China is located inside of the office building of CSSC. 
+ 
+ The name PlanET stands for Planning and Application of Energy Technology . PlanET specializes in the design, construction, and service of advanced biogas plants. PlanET Germany started in 1998, and now has over 250 employees, and 400 operating biogas plants. The expected turnover of PlanET group will reach 160 Mio Euro in 2019. 
+ 
+ 
+ 60
+ 
+
+ Table of Contents
+ 
+ BIOGAS 
+ 
+ Biogas is a mixture of gases, predominantly carbon dioxide (CO2) and methane. Methane is the enriching component, which is used for energetic benefits. Sludge, bio-waste and leftovers, farm residues such as dung and slurry and selective energy crops like corn are ideally suited as input. Biogas develops through microbial degradation of organic substances without oxygen. The biogas can be transferred to a Combined Heat and Power Unit (CHP). The electricity and heat produced in this way can be used off-site or fed into the public grid.
+ 
+ 
+ 
+ BENEFITS OF BIOGAS 
+ 
+ Biogas can be converted into electricity and heat or it can be used as fuel. It may be used as an equivalent to natural gas. 
+ 
+ In addition to the economy of turning bio-waste streams into usable energy, biogas has enormous ecological advantages: Substituting fossil fuels with biogas reduces carbon dioxide (CO2) emissions, a recognized contributor to global warming. Digestion products can furthermore replace industrial mineral fertilizer because the mineral nutrients are not degraded and can be returned on the fields as a valuable fertilizer.
+ 
+ While countries like Germany reduced its emission of CO2 to -24,1%, Chinas emission grew up to +306,6% in 2017. (Source: Statista) The biggest emission of CO2 in the world gets out from China.
+ 
+ 
+ 61
+ 
+
+ Table of Contents
+ 
+ 
+ 
+ 
+ 62
+ 
+
+ Table of Contents
+ 
+ WHY IS BIOGAS NEUTRAL TO THE CLIMATE BALANCE?
+ 
+ 
+ 
+ 
+ 
+ 
+ 63
+ 
+
+ Table of Contents
+ 
+ 
+ 
+ 
+ 64
+ 
+
+ Table of Contents
+ 
+ Because of the biogas only CO2 which was created by the organic plants is used. But the fossil fuels come additional to our atmosphere and change the balance. For this reason, we have the climate change, one of the most dangerous processes in the human future. 
+ 
+ 
+ 
+ 
+ 65
+ 
+
+ Table of Contents
+ 
+ On-Farm Solution. Recycling slurry and manure through an AD plant provides a sustainable system for adding value to farm waste and boosting farm income. The PlanET on-farm solutions are tailor-made and meet the needs of agricultural farms in order to successfully integrate a plant in an already existing business. It is possible to simply utilize the existing farm waste stream to generate power and provide fertilizer. Most project calculations show customer return on investment capital (ROIC) of more than 10% once investment, fixed and variable costs and electricity generation revenues have been considered. Furthermore, on-farm AD plants generally benefit from high levels of public acceptance and do not normally require additional space.
+ 
+ Heat Use. Biogas offers a number of outstanding interactions especially with regard to the methods of livestock farming. Pig and poultry farmers, in particular, need considerable amounts of heat. Most of the CHP s thermal energy can be used for local heat concepts to replace costly fossil fuels or granting the operator additional income by selling it to e.g. public buildings like hospitals, swimming pools or retirement houses. Another way is the addition of a dryer to the biogas plant set up. There are several containerized PlanET plug-and-play solutions for easy integration into existing or newly designed concepts.
+ 
+ Operating a biogas plant is a chance to reduce energy costs with the production of electricity and heat. When heat is needed for the production process, the integration of an AD plant into existing production structures could realize enormous benefits. You could achieve perfect synergies by feeding the biogas plant with left-overs from the production process and simultaneously using the biogas heat from the CHP unit. 
+ 
+ 
+ 
+ Circular Waste Management. The digestion of waste could complete a cycle of raw materials based on food production or food waste management. Waste disposals are used for the production of biogas and the biogas can substitute fossil fuels for the generation of electricity and heat - such a biogas concept provides a double benefit for its plant owner! The PlanET portfolio also covers the construction and the service of waste to energy plants. Our biogas plants can process almost all organic waste materials from the food industry as well as agricultural residues or fats and oils. Especially in the food industry business sector, anaerobic digestion offers significant cost advantages over traditional disposal methods - both to waste management companies and producers alike.
+ 
+ 
+ 66
+ 
+
+ Table of Contents
+ 
+ // COMPETITIVE SITUATION
+ 
+ In China are only two competitors who are able to produce plants which are working:
+ - A German - Chinese JV between Krieger & Fischer and Hangzhou Energy 
+ - EnviTec Germany
+ 
+ MARKET CHANCES IN CHINA
+ 
+ The Chinese government aims to cover 15 percent of its primary energy demand by renewable energy sources by 2020. Here, bioenergy can contribute to the diversification of the renewable energy mix and support a stable baseload power. It not only contributes to rural development and decreases local environmental pollution as well as the greenhouse gas emissions but also supports overall development towards a sustainable low-carbon circular economy.
+ 
+ The government states that by the end of 2010, about 45,259 small-scale and 27,436 middle and large-scale biogas plants (digester >50 m3) existed with a digester capacity of 8.57 million m3 and an annual biogas output of 1.05 billion nm3 throughout the Chinese biogas sector. This includes 4,641 biogas plants with digesters of more than 300 m3. However, middle and large-scale biogas plants, which are explicitly developed for energy use, and not solely for anaerobic treatment of wastewater, have only emerged in recent years. To utilize the various positives effects and application potentials of bioenergy, the Chinese government has set ambitious goals for its biogas sector. As part of its medium and long-term development plan for renewable energy from 2006 to 2020, the National Development and Reform Commission (NDRC) aims to create 10,000 middle and large-scale biogas plants in the livestock industry and 6,000 industrial wastewater treatment plants with an overall biogas yield of 14 billion nm3 biogas, realize an installed electric capacity of three gigawatts.
+ 
+ During the last ten years, climate change mitigation emerged as an additional development driver of China s biogas sector. As part of its greenhouse gas emission reduction policies, China signed the Kyoto Protocol in 2002. During the 11th Five-Year Plan, the Chinese government achieved a 20 percent reduction of CO2 emission per unit of Gross Domestic Product (GDP). A total of about two trillion Chinese Yuan (CNY) - 240 billion euros - was invested to achieve this goal. In the course of the Copenhagen UN Climate Change Conference 2009, China then announced its 2020 voluntary targets of reducing the intensity of CO2 emissions per GDP by 40 to 45 percent compared to 2005 and increasing the share of non-fossil fuels in primary energy consumption to around 15 percent by 2020.
+ 
+ MAKING USE OF A HUGE POTENTIAL
+ 
+ Current estimates indicate that use biomass resources in China alone have the energetic potential to cover about five percent of China s primary energy. The combined energetic potential of crop residues, energy crops, animal manure, urban household waste, and wastewater sludge will lead to a future biogas potential of about 440 billion nm3 in 2030 or installed capacity of about 71 GW. According to current estimates of the total yearly biomass energy potential in 2030, crop residues, including by-products, will represent the largest share at 50 percent of the total biogas potential. Cultivated energy crops on marginal land are estimated to reach 40 percent of the total biomass energy potential by 2030. Animal manure could contribute 9 percent of the future biogas energy, while simultaneously reducing environmental pollution in rural areas. Biodegradable and municipal sewage waste could add another seven and 3 percent respectively.
+ 
+ Regarding the Chinese greenhouse gas (GHG) emission reduction goals, the utilization of the described biomass resources as a substitute for fossil fuels as well as through replacing chemical fertilizer through biogas plant effluent as organic fertilizer is estimated to lead to a yearly emission reduction potential of CO2 equivalents of 4.75 billion tons by 2020 and seven billion tons by 2030.
+ 
+ 
+ 67
+ 
+
+ Table of Contents
+ 
+ USE OF PROCEEDS
+ 
+ We will not receive any proceeds from the sale of the ordinary shares by the selling shareholders. All net proceeds from the sale of the ordinary shares will go to the selling shareholders.
+ 
+ DIVIDEND POLICY
+ 
+ We have never declared or paid any cash dividends on our Ordinary Shares and do not anticipate paying any cash dividends in the foreseeable future. Payment of cash dividends, if any, in the future will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.
+ 
+ Under British Virgin Islands law, we may only pay dividends from surplus (the excess, if any, at the time of the determination of the total assets of
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001787100_car-house_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001787100_car-house_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3c0e665a277aeb35e406c5a383bfd84e3e4454cc
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001787100_car-house_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1 Risk Factors 9 Special Note Regarding Forward-Looking Statements 42 Use of Proceeds 43 Capitalization 44 Dilution 45 Enforceability of Civil Liabilities 46 Selected Consolidated Financial Data 47 Management s Discussion and Analysis of Financial Condition and Results of Operations 48 Industry Overview 70 Business 77 Management 101 Principal Shareholders 105 Related Party Transactions 106 Description of Shares 108 Shares Eligible for Future Sale 118 Taxation 119 Underwriting 125 Expenses Relating to this Offering 132 Legal Matters 132 Experts 132 Where You Can Find Additional Information 132 Index to Consolidated Financial Statements F-1 You should rely only on the information contained in this prospectus or in any related free writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, the ordinary shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ordinary shares. We have not taken any action to permit a public offering of the ordinary shares outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the ordinary shares and the distribution of the prospectus outside the United States. Until , 2020 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ordinary shares discussed under "Risk Factors," before deciding whether to buy our ordinary shares. This prospectus contains information from a report commissioned by us and prepared by China Research and Intelligence Co., Ltd., an independent market research firm ("CRI"), to provide information on the automotive supply B2B industry in China ("CRI Report"). All references to "we," "us," "our," or similar terms used in this prospectus refer to Car House Holding Co., Limited, a British Virgin Islands business company, including its consolidated subsidiaries, unless the context otherwise indicates. "PRC" or "China" refers to the People s Republic of China, excluding, for the purpose of this prospectus, Taiwan, Hong Kong and Macau. "RMB" or "Renminbi" refers to the legal currency of China and "$," "US$" or "U.S. Dollars" refers to the legal currency of the United States. Unless otherwise indicated, all share amounts and per share amounts in this prospectus have been retrospectively restated to reflect a stock split of the authorized and outstanding ordinary shares at a ratio of 200-for-1 effected on July 15, 2020. Our Business We are a business-to-business ("B2B") e-commerce platform of automotive products and a supplier of auto perfume and auto air fresheners. Since our inception in 2004, we have been specializing in the development, manufacturing and sales of auto perfume and air fresheners. We also operate an online B2B marketplace of automotive products focusing on serving wholesale and retail customers in China. Our business operation currently consists of three aspects: B2B e-commerce platform, automotive products and auto beauty services. B2B E-Commerce Platform. We operate an online marketplace of automotive products. The business model of our platform is an online marketplace serving third-party merchants complemented by direct sales of our own products. As a shopping platform, we provide the infrastructure and services for third-party merchants to complete transactions with customers on our platform. Our online marketplace has grown substantially since we launched our Car House mobile application and our website at www.car-house.cn in April 2016. There are currently approximately 3,100 third party domestic and international merchants that are selling approximately 210,000 types of automotive products on our platform. Our gross merchandise volume ("GMV") increased from RMB 317 million (approximately $46 million) in the six months ended December 31, 2018 to RMB 456 million (approximately $65 million) in the six months ended December 31, 2019, and from RMB 455 million (approximately $64 million) in the fiscal year ended June 30, 2018 to RMB 590 million (approximately $83 million) in the fiscal year ended June 30, 2019. The majority of purchasers on our platform are wholesale customers such as auto product retailers, car dealers, commercial car care shops and professional detailing businesses and the remaining are retail consumers such as private car owners. As of the date of this prospectus, there are approximately 180,000 wholesale customers that have registered to use our website and mobile application. In addition to third-party merchants sales, we also sell our own products, primarily auto perfume and auto air fresheners on our platform and mobile application. For the six months ended December 31, 2019 and 2018, revenue generated from sales of auto perfume and air fresheners on our platform amounted to $6.9 million and $5.8 million, respectively, which accounted for 72% and 60% of the total revenue arising from sales of auto perfume and air fresheners, respectively. For the fiscal year ended June 30, 2019 and 2018, revenue generated from sales of auto perfume and air fresheners on our platform amounted to $14.2 million and $9.5 million, respectively, which accounted for 66% and 45% of the total revenue arising from sales of auto perfume and air fresheners, respectively. Auto Perfume, Air Freshener and Other Products. We began our business in developing, manufacturing and selling auto perfume and air fresheners in 2004. The products we offer primarily include auto perfume and air fresheners that are designed to refresh interior automobile surfaces and improve driving experience. We currently offer 235 types of auto perfume and over 15 types of auto air fresheners. All our auto perfume and air freshener products are developed by our in-house research and development team and manufactured at our facility located in Dongguan, Guangdong Province. We sell our auto perfume and air freshener products primarily to wholesale customers such as auto product retailers, auto dealers, commercial car care shops and professional detailing businesses. As of the date of this prospectus, the majority of our auto perfume and air freshener products are sold through our online marketplace while the remaining are sold through other online marketplaces such as Tmall and Taobao, a marketplace operated by Alibaba Group, and JD.com., respectively. Our Carori brand is well recognized brand in the auto perfume and air freshener market in China. We were the only auto freshener business that participated in the 2010 Shanghai World Expo and selected as the official partner for the "Auto Changes Life" theme week of the event. CALCULATION OF REGISTRATION FEE Title of the Class of Securities to be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(5) Ordinary shares, par value $0.005 per share (2) $ 33,206,250 $ 4,310.18 Underwriter Warrants (3) $ - $ - Ordinary shares underlying Underwriter Warrants (2) (4) $ 3,984,750 $ 517.23 Total $ 37,191,000 $ 4,827.41 (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"). Includes ordinary shares that are issuable upon the exercise of the over-allotment option of the underwriters in full. (2) In accordance with Rule 416(a) of the Securities Act, the Registrant is also registering an indeterminate number of additional ordinary shares that may become issuable from time to time to prevent dilution resulting from share splits, share dividends or similar transactions. (3) In accordance with Rule 457(g) of the Securities Act, because the ordinary shares of the registrant issuable upon exercise of the underwriters warrants (the "Underwriter Warrants") are registered hereby, no separate registration fee is required with respect to the Underwriter Warrants registered hereby. (4) As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the Underwriter Warrants is $3,984,750 (which is equal to 120% of $3,320,625). Includes ordinary shares underlying Underwriter Warrants that are issuable upon the exercise of the over-allotment option of the underwriters in full. (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine. Engine Oil. In November 2018, we became the exclusive authorized dealer of Autobacs Seven (China) Car Accessories Trading Co., Ltd. ("Autobacs China"), a retailer of automotive parts and accessories based in Japan, to sell Autobacs fully synthetic engine oil, Autobacs ATF oil, and Autobacs CVTF oil under the brand name "Autobacs" in China (excluding Hong Kong and Taiwan). Such business cooperation gives us additional access to retail and wholesale consumers of automotive products and further broadens our sales channels. Auto Beauty Shops. To support online sales of our products and increase brand awareness, we opened two auto beauty shops in Dongguan and Humen, Guangdong in May 2018. The lease for the Humen shop was terminated in December 2019 and we are actively searching for new retail space for new auto beauty shops. The services we provide include car wash, car maintenance and automotive detailing. In addition to our directly owned auto beauty shops, we plan to expand our auto beauty shop nationwide via brand authorization. We generate revenue through sales of our auto perfume, air fresheners and other products, engine oil sales, fees we charge third party merchants on our online marketplaces and service fees at our auto beauty shops. The fees we charge third party sellers include a membership service fee, a commission of up to 3% of their sales and advertising fees for participating in promotional events of our marketplace. Our net revenue was $16.8 million and $12.5 million for the six months ended December 31, 2019 and 2018, respectively. Our net revenue was $31.0 million and $24.4 million for fiscal year ended June 30, 2019 and 2018, respectively. For the six months ended December 31, 2019, 88.4% of our revenue derived from product sales, 11.0% derived from commissions and other fees paid by third party merchants and 0.6% was from services provided at our auto beauty shops. For fiscal year 2019, 88.2% of our revenue derived from product sales, 9.7% derived from commissions and other fees paid by third party merchants and 2.1% was from services provided at our auto beauty shops. We achieved net income of $1.6 million and $0.4 million in the six months ended December 31, 2019 and 2018, respectively, and $4.4 million and $0.7 million in the fiscal years ended June 30, 2019 and 2018, respectively. In January 2020, the World Health Organization ("WHO") declared a global public health emergency as the novel coronavirus outbreak, later known as the COVID-19 pandemic, which has continued to spread beyond China. In compliance with the government health emergency rules in place, we temporarily closed our offices in China and ceased production of auto perfume and air freshener products starting January 19, 2020. As the Dongguan area was not the epicenter of the COVID-19 outbreak in China, on February 10, 2020, we resumed production and operations. The three-week temporary closures included seven days of Chinese Spring Festival national holiday. The Company ceased operations for about seven days during the holiday period in previous years as well, so the overall impact period of the ceased operation was about two weeks. Based on historical data, the production volume within these two weeks is about 530,000 pieces, which represents a sales revenue of approximately $1.1 million based on average sales price. The impact of temporary closure of two auto beauty shops was less than $0.1 million based on management s estimate. There was no material impact on the operations of our B2B E-Commerce Platform and sales of engine oil. In the short term, the COVID-19 pandemic has created uncertainties and risks and we expect our sales in China may decline by about $1.2 million during in the third quarter of fiscal 2020, which was about 14.2% of the projected revenue in the third quarter of fiscal 2020, or 3.6% of total projected revenue in the whole fiscal 2020. In the meantime, we also took active measures to mitigate the negative impacts of the COVID-19 pandemic on our operating results. In February 2020, we developed and launched new products, such as disinfectant auto perfume and air freshener, portable disinfectant spray and others. We sold about a total of approximately 58,000 pieces in February 2020 with a total sales revenue of approximately $0.4 million. From the beginning of March 2020 to the date of this prospectus, we have also received purchase orders of about 537,000 pieces for such new products, which represent approximately $3.9 million revenue from such sales in the following months. Based on the current situation, we do not expect a significant impact of the COVID-19 pandemic on our operations and financial results in a long run, but we are closely monitoring the rapid developments in countries that have become exposed to the COVID-19 pandemic and continually assessing the potential impact on our business. Our goal is to become a solution provider that integrates online and offline resources to provide one stop shopping for automotive product consumers in China. We distinguish ourselves from many online marketplaces by focusing on automotive products. We also distinguish ourselves from other providers of automotive products by leveraging our ability to integrate online and offline resources and eventually offering more flexibility and convenience for customers shopping for automotive products. In order to further develop our business and achieve our objective, we plan to implement a number of growth strategies discussed below under "Our Strategies." Our Competitive Strengths We believe the following key competitive strengths have contributed to our growth to date and plan to continue leveraging these advantages to capture additional market share: Focus on and Competitive Position in Automotive Products in China. According to the CRI Report, our platform is one of the few online marketplaces in China that focus on automotive products. Our car-house.cn website and mobile application offer a selection of products that serve the needs of customers for this type of products. We believe that such niche focus will distinguish our platform from many other marketplaces in China. Compared to other marketplaces that focus on automotive products, we have competitive advantages in terms of the number of brand names selling on the platform, the number of SKUs and the number of wholesale customers registered with the platform, according to the CRI Report. As of the date of this prospectus, the number of brand names selling on our platform is over 3,200, which is higher than those of our major competitors. Also, the number of our cumulative SKUs is 210,000, which is the highest among major platforms focusing on automotive products. We currently have 180,000 registered wholesale customers in our platform, while the highest number of wholesale customers our competitors have is 90,000. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. PRELIMINARY PROSPECTUS (Subject to Completion) Dated: July 24, 2020 3,850,000 Ordinary Shares Car House Holding Co., Ltd. This is the initial public offering of our ordinary shares. We are offering 3,850,000 of our ordinary shares, par value $0.005 per share, on a firm commitment basis. The estimated initial public offering price is between $6.50 and $7.50 per share. Currently, no public market exists for our ordinary shares. We have applied to have our ordinary shares listed on the Nasdaq Capital Market (or Nasdaq) under the symbol "CARH." We cannot guarantee that we will be successful in listing our ordinary shares on the Nasdaq; however, we will not complete this offering unless we are so listed. Following the completion of this offering, we will be a "controlled company" under the listing requirements of Nasdaq. Mr. Haitao Jiang, our founder, Chief Executive Officer and Chairman of our board of directors, will beneficially own approximately 54.38% of the aggregate voting power of our outstanding ordinary shares upon completion of this offering. See "Risk Factors" and "Management — Controlled Company." We are an "emerging growth company", as that term is used in the Jumpstart Our Business Startups Act of 2012, and will be subject to reduced public company reporting requirements. See "Prospectus Summary — Emerging Growth Company Status." Investing
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001787123_qly_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001787123_qly_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f59c9e90fb2f452408b51b3262f7a3a63c9bbac3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001787123_qly_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 5
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001787356_mavenir_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001787356_mavenir_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2a2130cb173f1645283deb759b1933abf12dfde3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001787356_mavenir_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider before investing in our Class A ordinary shares. You should read this entire prospectus carefully, including the matters discussed in the sections entitled Risk Factors beginning on page 20, Management s Discussion and Analysis of Financial Condition and Results of Operations beginning on page 69, and the consolidated financial statements and notes thereto and other financial information included in this prospectus before making an investment decision. In this prospectus, we make certain forward-looking statements, including expectations relating to our future performance. These expectations reflect our management s view of our prospects and are subject to the risks described under Risk Factors and Special Note Regarding Forward-Looking Statements. Our expectations of our future performance may change after the date of this prospectus and there is no guarantee that such expectations will prove to be accurate. In this prospectus, unless the context otherwise indicates, any reference to Mavenir, our Company, the Company, us, we and our refers, prior to the Corporate Reorganization discussed herein, to Mavenir Private Holdings II Ltd. and its consolidated subsidiaries, and after the Corporate Reorganization, to Mavenir plc, the issuer of the Class A ordinary shares being offered hereby, together with its consolidated subsidiaries. Overview We provide software to drive the digital transformation of mobile networks. Our suite of cloud-native software applications delivers the critical network functionality that allows Wireless Service Providers to meet the needs of their enterprise and consumer customers. These software solutions are deeply embedded in the Wireless Service Provider networks to securely deliver and operate complex, mission-critical mobile services such as voice, messaging, video and connectivity that helps them to unlock new revenue opportunities. We are at the forefront of disruption in the mobile network infrastructure industry enabling networks to become more agile, flexible and scalable while reducing total cost of ownership ( TCO ). We believe that we are the only U.S. headquartered company with end-to-end, cloud-native, 5G capabilities. There is a significant increase in demand for digital transformation to reduce cost while delivering additional value to consumers and enable new complex industrial use cases including private networks for enterprises and industries. This follows the trend set by a growing percentage of enterprises that have successfully adopted the cloud for digital transformation, which has led to the genesis of a new breed of enterprise software market leaders. Mavenir s leadership position with our mobile communications software stack is well placed to capitalize on this digital transformation in the Wireless Service Provider market. With the advent of 5G, we believe that mobile networks that already support multi-billion mobile subscriptions today need to be efficient and effective enough to address tens of billions of connected devices in the 5G/Internet of Things ( IoT ) era, and the consequent rise in new use cases and applications. In addition, the current global pandemic caused by Covid-19 has increased mobile network traffic and usage of all forms of communication services as more employees are working from home or in remote locations. According to International Data Corporation, with data usage already predicted to grow at high levels, the COVID-19 pandemic merely added fuel to the fire. Many operators reported that they saw double-digit growth in mobile data traffic during the height of the pandemic. 5G is capable of supporting these immense leaps in data traffic. Combine that with the ability to enable near-real-time network responsiveness, the advantages of migrating many uses and functions to a 5G network become readily apparent. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. Subject to Completion, dated October 26, 2020 PRELIMINARY PROSPECTUS 12,500,000 Shares Mavenir plc Class A Ordinary Shares This is our initial public offering. We are offering 12,500,000 Class A ordinary shares. No public market currently exists for our Class A ordinary shares. We have applied to list our Class A ordinary shares on the Nasdaq Global Market (the Nasdaq ) under the symbol MVNR. We anticipate that the initial public offering price will be between $20.00 and $24.00 per Class A ordinary share. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ) and under applicable Securities and Exchange Commission ( SEC ) rules and have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. Following the completion of this offering, we will have two classes of authorized ordinary shares. Each of the Class A and Class B ordinary shares have equivalent rights to distributions from the Company. However, the holders of our Class A ordinary shares offered hereby will be entitled to one vote per Class A ordinary share, and the holders of our Class B ordinary shares will be entitled to ten votes per Class B ordinary share. As further described in this prospectus, immediately following this offering an affiliated entity of Siris Capital Group, LLC will hold all of our issued and outstanding Class B ordinary shares and will have the right pursuant to our Articles of Association to convert its Class B ordinary shares into Class A ordinary shares on a one-for-one basis, subject to certain customary adjustments. Prior to this offering, Intel Capital Corporation and NVIDIA Corporation purchased in separate private placements an aggregate of $50 million of equity units from an affiliate of our controlling shareholder that will be automatically converted into Class A ordinary shares upon completion of this offering. After giving effect to this offering and private placements, an affiliated entity of Siris Capital Group, LLC will continue to be our controlling shareholder and own approximately 62,810,537 Class B ordinary shares, representing 97.6% of the combined voting power of our outstanding ordinary shares after this offering (approximately 97.3% of the combined voting power of our outstanding ordinary shares if the underwriters exercise in full their option to purchase additional Class A ordinary shares). As a result of this ownership, so long as our controlling shareholder owns a majority of the combined voting power of our outstanding ordinary shares, it will be able to control any action requiring the general approval of our shareholders, including the election and removal of directors, amendments to our Articles of Association and the approval of any merger or sale of all or substantially all of our assets. Accordingly, we will be a controlled company within the meaning of the corporate governance rules of the Nasdaq. See Management Controlled Company. Investing in our Class A ordinary shares involves a high degree of risk. See Risk Factors beginning on page 20 of this prospectus. Per Share Total Price to the public $ $ Underwriting discounts and commissions(1) $ $ Proceeds to us (before expenses) $ $ (1) We have agreed to reimburse the underwriters for certain FINRA-related expenses. See Underwriting (Conflicts of Interest) for a detailed description of the compensation payable to the underwriters. The underwriters have the option to purchase up to an additional 1,875,000 Class A ordinary shares from us, as described in Underwriting (Conflicts of Interest). Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the Class A ordinary shares on or about , 2020. Book-Running Managers Morgan Stanley Goldman Sachs & Co. LLC J.P. Morgan BofA Securities Barclays Guggenheim Securities Macquarie Capital Co-Manager Needham & Company Prospectus dated , 2020 Table of Contents FINANCIAL STATEMENTS AND BASIS OF PRESENTATION Historical Financial Statements This prospectus includes Mavenir s audited consolidated financial statements for the fiscal years ended January 31, 2020 ( fiscal 2019 ) and January 31, 2019 ( fiscal 2018 ) and the unaudited interim condensed consolidated financial statements for the three months and six months ended July 31, 2020 and 2019. Mavenir s historical financial information presented in this prospectus has been derived from such financial statements. Fiscal Period We operate on a fiscal year ending January 31 of each year. Our functional currency is the United States dollar ( USD ) and our consolidated financial statements are presented in United States dollars. The functional currency is the currency of the primary economic environment in which an entity s operations are conducted. We translate the financial statements of certain of our non-U.S. subsidiaries into the functional currency using exchange rates in effect on the balance sheet date for assets and liabilities and average exchange rates for the period for statement of operations accounts, with the difference recognized in accumulated other comprehensive income. The following exchange rates were used to translate our consolidated financial statements and other financial and operational data shown in constant currency: January 31, 2020 January 31, 2019 July 31, 2020 July 31, 2019 Indian rupees (INR) $ 0.013986 $ 0.014075 $ 0.013346 $ 0.014473 Israeli shekels (NIS) $ 0.28998 $ 0.27538 $ 0.29402 $ 0.28417 British pounds (GBP) $ 1.3206 $ 1.3099 $ 1.3087 $ 1.2125 Average for the Fiscal Year Ended Average for the Three Months Ended Average for the Six Months Ended January 31, 2020 January 31, 2019 July 31, 2020 July 31, 2019 July 31, 2020 July 31, 2019 Indian rupees (INR) $ 0.014187 $ 0.014527 $ 0.013246 $ 0.014418 $ 0.013372 $ 0.014343 Israeli shekels (NIS) $ 0.282120 $ 0.276613 $ 0.288230 $ 0.279414 $ 0.285703 $ 0.278061 British pounds (GBP) $ 1.278595 $ 1.327649 $ 1.248744 $ 1.267884 $ 1.253996 $ 1.287143 Predecessor Entity and Corporate Reorganization Except as disclosed in this prospectus, the consolidated historical financial statements and summary and selected historical consolidated financial data and other financial information included in this prospectus are those of Mavenir Private Holdings II Ltd., together with its consolidated subsidiaries, and do not give effect to the Corporate Reorganization. We recently formed Mavenir plc, a public limited company incorporated under the laws of England and Wales and the issuer of our Class A ordinary shares offered hereby. Mavenir plc is a holding company with nominal assets and no liabilities, contingencies, or commitments, which will not have conducted any operations prior to this offering other than acquiring the share capital of Mavenir Private Holdings II Ltd. Immediately prior to the closing of this offering, the existing shareholder of Mavenir Private Holdings II Ltd. will exchange its equity interests in Mavenir Private Holdings II Ltd. for a number of Class B ordinary shares of Mavenir plc having a value equivalent to the value of those equity interests. We do not expect the reorganization to have a material effect on our consolidated financial statements, except with respect to share count, earnings per share and other per share metrics. This reorganization is referred to throughout the prospectus as the Corporate Reorganization. Table of Contents Our customer base consists of over 250 Wireless Service Providers, who serve close to 4 billion subscribers across approximately 120 countries. This base includes 17 of the 20 largest Wireless Service Providers, including each of the three largest Wireless Service Providers in the U.S. As of September 30, 2020, 50% of our customers have been customers of Mavenir for 12 or more years. Our software solutions enable Wireless Service Providers to operate their networks in a more flexible and cost-effective way by leveraging open interfaces and running on commercial off-the-shelf ( COTS ) hardware with a layer that virtualizes hardware resources (referred to as Network Functions Virtualization NFV ). As part of the digital transformation of these networks, our cloud-native software adopts the web-scale approach to enable network agility and deliver software automation that allows individual services to be independently developed, operated and upgraded with continuous development capabilities without impacting other network functions. This web-scale approach allows highly flexible deployment of our solutions on any cloud private, public or hybrid clouds. It also eliminates the need for more expensive proprietary configurations or dedicated and proprietary hardware, allowing COTS hardware computing resources to be pooled across various network functions. As a result, our customers can more quickly deploy and scale services in a cost-efficient manner. Mavenir provides the complete mobile communications software stack that runs on any cloud infrastructure and connects devices and people to the Internet and Apps. Mavenir s web-scale platform is the common base for our suite of software applications. It is a microservices based software platform based on open source components leveraging cloud-native principles. Leveraging Mavenir s deep experience of developing carrier grade network functions for both virtualized and non-virtualized environments, we have developed additional features on top of the open source components to enable successful digital transformation of a Wireless Service Provider network this allows us to leverage the power of open architectures while still creating substantial competitive differentiation. Table of Contents MAVENIR UNIQUE COMBINATION OF SCALE AND LEADING TECHNOLOGY GLOBAL SCALE GLOBAL SCALE 250+ / ~4B Global Wireless Service Provider ( WSP ) Customers / Subscribers Approx. 120 Countries 17of Top 20 Global Tier 1 WSPs (100% of US Tier1) DISRUPTOR DNA 640+ Patents & Applications >10 World s Firsts 60% Personnel Engaged in R&D (as of Sep. 2020) (1) Corporate Headquarters: Richardson, Texas USA Full-Time Employees: 4,100+ personnel (2) Includes personnel involved with paid development projects. Includes contractors on a full-time equivalent basis. Table of Contents The figure below shows our mobile communications software stack, which includes: Software for Mobile Core. A suite of software applications that enable Wireless Service Providers to deliver and manage mobile network services that a typical mobile subscriber uses every day, such as voice, video, and rich multimedia messaging, along with Internet connectivity and access to data applications. Software for Mobile Access & Edge. A suite of software applications, such as OpenRAN ( Open Interfaces and Interoperable ) based virtualized Radio Access Network ( vRAN ) that enables ubiquitous wireless connectivity, mobility and edge services and allows all mobile devices (everything from cell phones to connected cars) to connect to a network to access its services. Mavenir has deployed its OpenRAN products with many Tier-1 customers such as Vodafone, Telefonica, Turkcell for 4G and 5G networks and has recently announced an agreement with Dish Network to use OpenRAN technology in their forthcoming 5G network the first massive scale OpenRAN deployment in the United States. This suite of software applications also includes solutions for edge deployments and private networks. Software for Mobile Services. Software services built on top of the Mobile Core and Access & Edge suite of applications such as Monetization, Artificial Intelligence ( AI ) driven Analytics, Digital Engagement, mobile-native Unified Communications and Collaboration ( UCC ) that unlock new revenue opportunities by providing additional services to consumers and enterprise users and enhance mobile network security performance. The key benefits of our solutions include: Ability to Transform Networks with Software rather than Hardware. Our cloud-native software solutions enable unprecedented agility and flexibility in mobile network deployment and management. The automation capabilities in our web-scale delivery approach provides Wireless Service Providers with the software tools and capabilities for cost and scale efficiencies. Faster Time to Market and Agility with Common End-to-End Platform. Our web-scale platform that is the common software stack for all Mavenir products allows us to be agile and fast in the delivery of new features or products and the adoption of new technologies. Table of Contents Table of Contents Network Interoperability Creating Seamless Path to 5G. Our solutions are interoperable across network generations, thereby enabling Wireless Service Providers to leverage their existing investments in 3G and 4G networks while offering a seamless, cost-effective path to 5G. Increase Revenue Generation. Our web-scale model accelerates time-to-revenue for services that enhance the subscriber experience and improve customer acquisition and retention initiatives of our customers, using Analytics/AI, Enhanced Security and Digital Enablement capabilities. Our solutions also enable our Wireless Service Provider customers to create new revenue streams from an adjacent market with mobile-native UCC and Private Networks for Enterprises. Lower Total Cost of Ownership. Our open-architecture, web-scale software approach makes high cost legacy infrastructure based on proprietary technologies obsolete. This allows Wireless Service Providers the freedom to build their mobile network infrastructure using COTS hardware, thereby helping them benefit from volume and cost efficiencies. Capital expenditures can be further reduced by pooling computing resources across network functions, in true datacenter fashion. In addition, the flexibility of our solutions reduces operating expenses by allowing Wireless Service Providers to more efficiently deploy, scale and maintain services. In a report by Senza Fili that we sponsored, a deployment of cloud RAN over five years was found to potentially reduce capital expenditures and operating expenses by up to 48%. Our revenues for fiscal 2019 were $427.4 million, representing growth of 8.7% over fiscal 2018. Revenues from our products increased by 14.9% for fiscal 2019 to $330.9 million from $287.9 million in fiscal 2018. We had net losses of $81.0 million in fiscal 2019 and $97.2 million in fiscal 2018. Our Adjusted EBITDA was $105.1 million and $97.4 million in fiscal 2019 and fiscal 2018, respectively. Adjusted EBITDA is a non-GAAP financial measure and for a discussion of this measure and a reconciliation of GAAP net income (loss) to Adjusted EBITDA, please refer to Non-GAAP Financial Measures included in the section entitled Management s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus. Industry Background The mobile network infrastructure industry is undergoing a massive transition to a web-scale model. The previously siloed approaches of the telecom and IT worlds are converging to define the future of network platforms with 5G driven by increased horizontalization, software centricity, virtualization, automation and cloud. 5G network technology is a significant driver of the growth in the mobile network infrastructure industry. Our Served Addressable Market ( SAM ) in 2020 is estimated to be $4 billion growing to approximately $12 billion in 2024, equating to more than 28% CAGR. We define our SAM as the below: The OpenRAN has a market size of approximately $0.2 billion in 2020 and growing to over $3 billion in 2024. OpenRAN is disrupting a large RAN market that is forecasted at $201 billion from 2019 2024 according to Dell Oro. The virtualized packet core market is sized at $2.2 billion in 2020 and $4.2 billion in 2024 according to Dell Oro. The virtualized voice market is sized at $0.6 billion in 2020 and $1.5 billion in 2024 according to Dell Oro. The virtualized IMS market is sized at $1.4 billion in 2020 and $3.0 billion in 2024 according to Dell Oro. Table of Contents Table of Contents We believe Wireless Service Providers are facing several significant challenges today, including: Strains on Existing Network Resources. Wireless Service Providers are confronted with increasing data and bandwidth demands from their subscribers and new use cases such as the IoT. This trend is pressuring Wireless Service Provider margins as they need to continue investing in their networks to optimize scarce spectrum resources to address increasing capacity demands. As a result, cost-efficient deployment and operation of network infrastructure are critical. Commoditization of Wireless Service Provider Services. With the commoditization of consumer voice and messaging services, Wireless Service Providers must differentiate with new, enhanced services to drive revenue growth. Wireless Service Providers need the flexibility to innovate, accelerate time-to-market and quickly scale new services. Also, Wireless Service Providers are turning to the Enterprise market to find new revenue sources, such as with Private Networks. Challenges for Deployment of 5G Networks. We believe that meeting 5G performance requirements with traditional, proprietary hardware-driven mobile network infrastructure is cost-prohibitive. Wireless Service Providers need cloud-native software that runs on any public, private of hybrid cloud platform. Also, a web-scale approach is needed to lower operational cost with continuous development and software automation, as well as provide network agility for new consumption models and deployment flexibility. With increasing complexity, Wireless Service Providers require higher levels of automation in the deployment and lifecycle management of network platforms. Software driven, cloud-native, virtualized solutions allow for automation technologies and processes to be effectively implemented to simplify deployment, integration, management and upgrades of the network. Historically, Wireless Service Providers have primarily relied on traditional, proprietary infrastructure from a small number of large mobile network equipment vendors. These vendors are encumbered by a large installed base of proprietary hardware-centric solutions and traditional business models. They continue to offer rigid solutions that result in costly deployments and inefficient uses of network resources. In addition to these large vendors, there are several point-solution providers, but they lack the breadth of product offerings to be able to support a web-scale approach across the network stack for complex and large deployments. We believe that we provide the best of both worlds compared to our competition with our suite of applications that use NFV to run network application software on any hardware using open interfaces and our cloud-native software that use a web-scale approach to operate and automate the digital transformation of Wireless Service Providers. With NFV, Wireless Service Providers gain the ability to run network application software on any hardware due to the virtual layer that NFV provides between software and hardware. The introduction of NFV has allowed for software-centric players to effectively compete. The gap between the quickly evolving needs of Wireless Service Providers and the offerings from traditional mobile network equipment vendors and point-solution providers has given rise to a fundamental change in the industry landscape. We are well positioned to continue to lead that change. Our Solutions Mavenir provides the complete mobile communications software stack that runs on any cloud infrastructure and connects devices and people to the Internet and Apps. Our Software for Mobile Core enable Wireless Service Providers to operate mission-critical mobile network services that a typical Table of Contents mobile subscriber or enterprise user employs every day. We offer Software for Mobile Access & Edge that enables ubiquitous wireless connectivity, mobility and edge services and allow mobile devices and subscribers to connect to a network to access its services. We enhance our suite of applications for Mobile Core and Mobile Access & Edge with our Software for Mobile Services which enables Wireless Service Providers to improve mobile network security and operations, as well as unlock new revenue opportunities. Software for Mobile Core: We provide a full suite of software applications that enable Wireless Service Providers to deliver and manage mobile network services to their subscribers: Voice & Video: Solutions including Voice and Video over LTE ( VoLTE/ViLTE ), Voice and Video over Wi-Fi ( VoWiFi/ViWiFi ), Voice and Video over NR ( 5G ) and voicemail. Multimedia Messaging: Solutions, including Rich Communication Services ( RCS ), for next-generation messaging and video. IMS and Connectivity Control: Solutions fundamental to all communications services by providing call control for mission-critical services such as voice, video, rich messaging and thereby enabling our Software for Mobile Core and Software for Mobile Services. Packet Core: Solutions that enable the cost-effective transfer of data packets across mobile networks. Software for Mobile Access & Edge: We provide a suite of software applications, such as OpenRAN vRAN that enable ubiquitous wireless connectivity, mobility and edge services and allow mobile devices and subscribers to connect to a network to access its services. OpenRAN vRAN: Solutions that allows mobile subscribers to connect to a network to access services. Multi-access Edge Computing ( MEC ): Solutions that allow for connectivity and data processing to occur at the edge of Wireless Service Provider networks to more closely locate processing tasks to subscribers, thereby reducing latency and cost. Private Networks: A solution that offers a secure wireless network to enterprise customers, built on top of OpenRAN vRAN, MEC and Software for Mobile Core. Software for Mobile Services. We provide a broad selection of additional functionality that our customers can purchase in order to further enhance and extend the capabilities of their network. These modules apply to both the Mobile Core and the Mobile Access & Edge portions of the networks. Our current offering of Software for Mobile Services includes Monetization, mobile-native UCC, Digital Engagement, AI-driven Analytics, Multi-Id and Enhanced Security that unlock new revenue opportunities by providing additional services to consumers and enterprise users and enhance mobile network security performance. Monetization: A solution that provides enterprises an omni-channel marketing platform leveraging RCS Business Messaging ( RBM ) or other OTT channels to increase brand awareness and drive customer engagement directly and contextually using templated chatbots and conversational AI throughout an entire customer journey. Unified Communications and Collaboration: A solution that enables businesses to communicate with other businesses and engage customers, using Unified Communications (voice, video, messaging) and Collaboration (meetings, screen-sharing) applications that provide a seamless experience across an integrated desktop environment and a mobile native experience on mobile phones. Table of Contents Digital Engagement: A cloud-native solution providing our customers an omni-channel platform to digitalize the onboarding, engagement and service management experience for our solutions. The Mavenir Digital Engagement solution suite provides open digital architecture-based modular commercialization products with well-defined API driven service interaction. Analytics: Our Analytics solution integrates latest AI and Machine Learning ( ML ) technologies on top of a scalable data collection, visualization and analysis platform to provide new insights to our customer on existing services as well as capability to identify changes in network required for new commercial use cases. The solution provides closed loop automation capability for optimization of the network and services driven by AI. The solution adds a new dimension to our advanced capabilities portfolio by providing data that is valuable in maximizing existing revenue streams and building new services. Multi-ID: A solution that allows users to send and receive voice, video and messages using multiple numbers on one or more devices across a single account. Enhanced Security: A solution that enables operators to understand, monitor, enforce and maintain network security across all solution verticals, based on a network security and fraud management suite that is continuously updated to protect the network in real-time, and with predictive analytics and ML. Competitive Strengths We believe that we have several competitive advantages that differentiate us from traditional mobile network equipment and point-solution vendors. Our competitive strengths include: Cloud-Native Software and Web-Scale Approach Increasing Flexibility and Lowering TCO. Our end-to-end, cloud-native software solutions and web-scale approach offer mobile network services to our customers across the network stack in a highly modular manner. This provides the network agility our customers need to quickly and efficiently deploy, operate and scale new services while reducing overall network costs. Strong Competitive Position in the NFV Market. We are competitive in the NFV market and support a large fully virtualized and open network. NFV is a key component of enabling the web-scale model that significantly increases flexibility while reducing TCO. We have a first-mover advantage in providing virtualized end-to-end solutions in this space. In fact, we are the world s leading provider of NFV wireless voice and video and NFV wireless IMS according to Dell Oro, and we believe that we are also the world s leading provider in global messaging. End-to-End Portfolio for Existing and Future Mobile Broadband Technologies. We provide a full suite of software products covering Wireless Service Providers mobile network needs, including Software for Mobile Core, Software for Mobile Access & Edge and Software for Mobile Services. Our customers benefit from an ability to purchase fully integrated solutions and our expertise across all areas of a Wireless Service Provider s network operations. This lowers deployment and ongoing operating costs while allowing for better integration with other network infrastructure components and migration across mobile generations (e.g., from 3G to 4G to 5G). Depth of Longstanding, Global Customer Relationships and Technical Integration with Networks. Our installed base is comprised of over 250 Wireless Service Providers, including 17 of the 20 largest Wireless Service Providers across approximately 120 countries and six Table of Contents continents, including the big three U.S. Wireless Service Providers. We have a proven history of fostering long, deeply embedded relationships with our customers, with more than 50% of our customer base having been customers for 12 or more years. By cultivating these strong working relationships with leading Wireless Service Providers, our solutions are deeply integrated in our customer networks and have become mission-critical components of their long-term network strategy. Culture of Innovation. We pride ourselves on our focus on innovation, with approximately 60% of our personnel engaged in research and development activities, which includes personnel involved with paid development projects, and as of September 30, 2020, a portfolio of 579 U.S. and foreign issued patents and 70 pending applications. We have been recognized as innovators in the mobile network industry and have consistently been at the forefront of disrupting existing markets with several industry first accomplishments. Our Growth Strategy The key elements of our growth strategy are: Expand Within Our Existing Customer Base. We plan to continue pursuing opportunities within our global customer base. As our customers add more subscribers, they expand the capacity they contract from us. In addition, our customers tend to purchase more product offerings from us as they experience the benefits of our cloud-native software solutions and web-scale approach. We believe that as Wireless Service Providers transition to more advanced mobile broadband technologies (e.g., from 3G to 4G and 5G), the demand for our software solutions will grow. Capitalize on Market Shifts. We plan to take advantage of the following market shifts: 5G Adoption. With the advent of 5G, we believe that mobile networks that already support multi-billion mobile subscriptions today need to be efficient and effective enough to address tens of billions of connected devices in the 5G/IoT era, and the consequent rise in new use cases and applications. According to Ericsson Mobility Report (EMR), by 2025, 5G will account for an estimated 45% of total mobile data, and mobile data traffic is expected to increase 31% CAGR between 2019 to 2025. According to Cisco, the number of 5G connected devices is expected to increase from 11 billion in 2018 to 21 billion in 2023. In addition, the current global pandemic caused by Covid-19 has increased mobile network traffic and usage of all forms of communication services as more employees are working from home or in remote locations. Upcoming rebuilds of, and new investments in, network infrastructure will provide access to a new and growing market in which we are well positioned with our Software for Mobile Core and Software for Mobile Access & Edge product portfolios including Private Networks. The cumulative mobile core market from 2020 to 2024 is estimated to be $35 billion according to Dell Oro. NFV (including OpenRAN vRAN). We believe that we have a large opportunity with the expected massive data growth. Spending on x86 server virtualization infrastructure has increased from under $1 billion in 2006 to an estimated $47 billion in 2020 according to Gartner, a 38% CAGR. According to GSMA Intelligence, wireless service providers are expected to invest around $1.1 trillion worldwide between 2020 and 2025 in mobile capex, roughly 80% of which will be in 5G networks. According to Dell Oro, the cumulative OpenRAN market size from 2020 to 2024 is estimated to be $6.5 billion out of a cumulative estimated total RAN market size of nearly $170 billion for the same period. As a result, we expect the industry to continue to transition to our virtualized solutions, including OpenRAN vRAN, which provide Wireless Service Providers a more flexible and cost-efficient alternative to conventional network infrastructure. Table of Contents Attract New Customers Wireless Service Providers are combatting the commoditization of services and addressing exponentially growing data requirements by rapidly virtualizing their networks to increase flexibility and reduce TCO. This shift creates an opportunity for us to continue leveraging our first-mover advantage and expertise in designing web-scale mobile networks for our customers. Our differentiated approach helps us attract new customers, all of which we expect will help us attract new customers. Also, our ability to help Wireless Service Providers combat commoditization using our Software for Mobile Services suite to generate new revenue streams is equally attractive to prospective customers. Expand our Reach into Targeted Adjacencies by Selling our Software Solutions via New Channels and Consumption Models. We are planning to scale our go-to-market efforts through additional distribution channels, including system integrators and web-scale internet providers, such as AWS, GCP, Azure, etc. In addition, we are planning to introduce new consumption-based models, such as Software-as-a-Service and Platform-as-a-Service. This allows us to establish recurring revenue streams by leveraging existing solutions with minimal incremental development, while addressing the growing opportunity for Enterprise connectivity and digitalization. Impact of COVID-19 on our Results of Operation The COVID-19 pandemic has had, and continues to have, a significant impact on the world economy and the geographies in which we operate and sell our solutions. While the pandemic s effect on the macroeconomic environment has yet to be fully determined and could continue for months or years, COVID-19 had a minimal net impact on our revenues for the first and second quarters of 2020. The extent to which the COVID-19 pandemic impacts our business going forward will depend on numerous evolving factors we cannot reliably predict, including the duration and scope of the pandemic; governmental, business, and individuals actions in response to the pandemic; and the impact on economic activity including the possibility of recession or financial market instability. These factors may adversely impact consumer, business, and government spending on technology as well as customers ability to pay for our products and services on an ongoing basis. This uncertainty also affects management s accounting estimates and assumptions, which could result in greater variability in a variety of areas that depend on these estimates and assumptions, including investments, receivables, and forward-looking guidance. Some of the effects of the pandemic on our operations have been as follows: While we have not to date experienced a significant net impact on revenues or project milestone billings, we are experiencing some delays in product deployments in selected regions due to the need for on-site access and reduced availability of on-site personnel to receive hardware deliveries. Our estimates relating to restructuring charges have been delayed due to the inability to sub-lease office space as a result of the pandemic. We are also experiencing some increase in the time to close some new agreements as customer personnel are more distributed causing approval processes to be extended. For a description of the some of the risks of the COVID-19 pandemic that may affect our business, please see Risk Factors Risks Relating to Economic Factors and the Global Economy A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, including the outbreak of the novel strain of coronavirus disease, COVID-19, could adversely affect our business and Natural or man-made disasters and other similar events, including the COVID-19 pandemic, may significantly disrupt our business, and negatively impact our business, financial condition and results of operations and Management s Discussion and Analysis of Financial Condition and Results of Operations Impact of COVID-19 on our Results of Operation. Table of Contents Summary Risks Associated with Our Business An investment in our Class A ordinary shares involves numerous risks described in Risk Factors and elsewhere in this prospectus. You should carefully consider these risks before making a decision to invest in our Class A ordinary shares. Key risks include, but are not limited to, the following: our dependence on a limited number of major customers for a substantial portion of our revenue and the loss of, or a significant shortfall in orders from, these key customers could significantly reduce our revenue; that we have incurred net losses and may not be able to achieve or sustain profitability; that we are party to significant litigation; our new product offerings may not be widely adopted by our customers; that we face significant competition, including from larger, well-established companies, and we may lack sufficient financial or other resources to maintain or improve our competitive position; reduced disclosure requirements related to our status as an emerging growth company; our status as a controlled company; conflicts of interest between our controlling shareholder and other holders of our Class A ordinary shares; and the other factors discussed under Risk Factors beginning on page 20. Our History One of our subsidiaries, Mavenir Systems, Inc., conducted an initial public offering in 2013 and was separately registered under the Securities and Exchange Act of 1934 (the Exchange Act ) until the time of its acquisition by Mitel Networks Corporation and integration into Mitel Mobility, Inc. ( Mitel Mobile ) in 2015. Mitel Mobile was subsequently acquired by Xura, Inc. ( Xura ) (now known as Mavenir, Inc.), also a registrant under the Exchange Act at the time, the predecessor to our current business, as part of a series of acquisitions and other strategic transactions in 2016 and 2017. As detailed in Management in this prospectus, several of our officers and directors served in prior roles with Mavenir Systems, Inc. and/or one or more of the entities involved in these acquisitions and strategic transactions. The Sponsor Siris Capital is a leading private equity firm that invests primarily in technology companies with mission-critical products and services. Siris Capital s development of proprietary research to identify opportunities and its extensive collaboration with its Executive Partners are integral to its approach. Siris Capital s Executive Partners are experienced senior operating executives that actively participate in key aspects of the transaction lifecycle to help identify opportunities and drive strategic and operational value. Siris Capital is based in New York and Silicon Valley and has raised nearly $6 billion in cumulative capital commitments. Emerging Growth Company Status We are an emerging growth company, as defined in the JOBS Act and are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public Table of Contents companies that are not emerging growth companies, including, but not limited to: (1) presenting only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced Management s Discussion and Analysis of Financial Condition and Results of Operations disclosure in this prospectus; (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002; (3) having reduced disclosure obligations regarding executive compensation in our periodic reports and proxy or information statements; being exempt from the requirements to hold a non-binding advisory vote on executive compensation or seek shareholder approval of any golden parachute payments not previously approved; and (4) not being required to adopt certain accounting standards until those standards would otherwise apply to private companies. Although we are still evaluating our options under the JOBS Act, we may take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us so long as we qualify as an emerging growth company and thus the level of information we provide may be different than that of other public companies. If we do take advantage of any of these exemptions, some investors may find our securities less attractive, which could result in a less active trading market for our Class A ordinary shares, and the price of our Class A ordinary shares may be more volatile. As an emerging growth company under the JOBS Act, we are permitted to delay the adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. However, we are electing not to take advantage of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to not take advantage of the extended transition period for complying with new or revised accounting standards is irrevocable. We could remain an emerging growth company until the earliest to occur of: the last day of the year following the fifth anniversary of this offering; the last day of the first year in which our annual gross revenues exceed an amount specified by regulation (currently $1.07 billion); the day we are deemed to be a large accelerated filer as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our ordinary shares held by non-affiliates exceeded $700 million as of the last business day of the second quarter of such year; and the date on which we have issued more than $1 billion in non-convertible debt securities during the preceding three-year period. Our Organizational Structure We recently formed Mavenir plc, a public limited company incorporated under the laws of England and Wales and the issuer of our Class A ordinary shares offered hereby. Mavenir plc is a holding company with nominal assets and no liabilities, contingencies, or commitments, which will not have conducted any operations prior to this offering other than acquiring the share capital of Mavenir Private Holdings II Ltd. Immediately prior to the closing of this offering, the existing shareholder of Mavenir Private Holdings II Ltd. will exchange its existing equity interests in Mavenir Private Holdings II Ltd. for a number of Class B ordinary shares of Mavenir plc having a value equivalent to the value of those equity interests. We refer to this reorganization throughout this prospectus as the Corporate Reorganization. As a result of the Corporate Reorganization, the existing shareholder of Mavenir Private Holdings II Ltd., which is an affiliate of our sponsor, Siris Capital, will become the initial holder Table of Contents of Class B ordinary shares of Mavenir plc having the rights related to Class B ordinary shares as set forth in this prospectus. Except as disclosed in this prospectus, the consolidated historical financial statements and summary and selected historical consolidated financial data and other historical financial information included in this prospectus are those of Mavenir Private Holdings II Ltd. and its subsidiaries and do not give effect to the Corporate Reorganization. We do not expect the Corporate Reorganization to have a material effect on our consolidated financial statements, except with respect to share count, earnings per share and other per share metrics. The purpose of the Corporate Reorganization is to reorganize our corporate structure so that the top-tier entity in our corporate structure the entity that is offering Class A ordinary shares in this offering is a public limited company rather than a private company. For further information regarding the Corporate Reorganization, see Corporate Reorganization. References in this prospectus to our capitalization and other matters pertaining to our equity prior to the Corporate Reorganization relate to the capitalization and equity of Mavenir Private Holdings II Ltd., and after the Corporate Reorganization, to the capitalization and equity of Mavenir plc. Table of Contents The following chart summarizes our organizational structure and equity ownership (assuming no exercise of the underwriters option to purchase an additional 1,875,000 Class A ordinary shares) following the Corporate Reorganization, the completion of the private placements, the consummation of this offering and the application of the net proceeds therefrom as described under Use of Proceeds. This chart is provided for illustrative purposes only and does not show all of our legal entities or all obligations of such entities. See The Offering for more information regarding our Class A ordinary shares offered hereby. Table of Contents Corporate Information Mavenir Private Holdings II Ltd. was incorporated as a private company under the laws of England and Wales on May 3, 2016. On October 15, 2020 we formed Mavenir plc, a public limited company incorporated under the laws of England and Wales and the issuer of our Class A ordinary shares offered hereby. See Corporate Reorganization, Our Organizational Structure and Corporate Reorganization, elsewhere in this prospectus. Our principal executive offices are located at 1700 International Pkwy, Suite 200, Richardson, Texas 75081, and our telephone number is (469) 916-4393. Our Internet website address is www.mavenir.com, and the information contained on, or accessible from, or hyperlinked to, our website is not part of this prospectus by reference or otherwise. The Offering Class A Ordinary Shares Offered By Us 12,500,000 Class A ordinary shares (14,375,000 Class A ordinary shares if the underwriters exercise in full their option to purchase an additional 1,875,000 Class A ordinary shares from us). Underwriters Option to Purchase Additional Class A Ordinary Shares We have granted the underwriters a 30-day option to purchase up to 1,875,000 Class A additional ordinary shares at the initial public offering price less the underwriting discount. Offering Price $22.00 per share of Class A ordinary shares, which is the mid-point of the estimated price range set forth on the cover page of this prospectus. Class A Ordinary Shares to be Outstanding After this Offering 15,523,857 Class A ordinary shares (17,398,857 Class A ordinary shares if the underwriters exercise in full their option to purchase an additional 1,875,000 Class A ordinary shares) or 78,334,394 Class A ordinary shares if each outstanding Class B ordinary share was converted into one Class A ordinary share (as permitted by our Articles of Association). There will be 3,023,857 Class A ordinary shares outstanding after this offering that were not sold in this offering. Of these shares, 2,272,727 Class A ordinary shares were sold in separate private placements prior to the offering and other third party investors will, in the aggregate, hold 751,130 Class A ordinary shares. Class B Ordinary Shares to be Outstanding After this Offering 62,810,537 Class B ordinary shares. Ordinary Shares Outstanding Unless otherwise indicated, all references in this prospectus to the number and percentages of Class A ordinary shares outstanding following the completion of this offering exclude: 2,938,257 Class A ordinary shares that may be distributable under our 2020 Equity Incentive Plan if participants in our 2017 Long Term Incentive Plan elect to terminate their participation and receive replacement restricted stock units, calculated based on the mid-point of the Table of Contents estimated price range set forth on the cover page of this prospectus and the estimated economic value of outstanding awards under our 2017 Long-Term Incentive Plan; 3,386,360 Class A ordinary shares that may be issued upon the vesting of outstanding restricted stock units granted in connection with the closing of this offering under our 2020 Equity Incentive Plan; and 846,590 Class A ordinary shares issuable upon the exercise of options outstanding under our 2020 Equity Incentive Plan that will be granted upon the closing of this offering with an exercise price of the initial public offering share price of a Class A ordinary share. Use of Proceeds We estimate that the net proceeds to us from this offering will be approximately $252 million after deducting the underwriting discounts and commissions and our other estimated offering expenses (assuming an initial public offering price of $22.00 per share, which is the mid-point of the estimated price range set forth on the cover page of this prospectus). If the underwriters exercise in full their option to purchase an additional Class A ordinary shares from us, we estimate the net proceeds to us will be approximately $290 million. We intend to use the net proceeds from this offering to pay $195.5 million to Mavenir Private Holding I Ltd., an affiliated entity of Siris Capital and our controlling shareholder, to satisfy in full a note incurred by us immediately prior to this offering, to repay $43.7 million of certain outstanding indebtedness and for general corporate purposes. For additional information, see Use of Proceeds. An amount equal to 12,500 will be used to fund the redemption of redeemable shares in our share capital which will have been subscribed for and held by an affiliate of Siris Capital to provide us with the minimum share capital required by the U.K. Companies Act of 2006. Conflicts of Interest Affiliates of certain of the underwriters are lenders under the 2018 Term Loans and, accordingly, will each receive 5% or more of the net proceeds of this offering in connection with our repayment of the 2018 Term Loans. See Use of Proceeds. Therefore, this offering is being made in compliance with the requirements of FINRA Rule 5121. This rule requires, among other things, that a qualified independent underwriter has participated in the preparation of, and has exercised the usual standards of due diligence with respect to, the registration statement. Morgan Stanley & Co. LLC has agreed to act as qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act. Pursuant to FINRA Rule 5121, any underwriter with a conflict of interest will not confirm sales of the Class A ordinary shares to any account over which it exercises discretionary authority without the prior written approval of the customer. Morgan Stanley & Co. LLC will not receive any additional fees for serving as qualified independent underwriter in connection with this offering. We have agreed to indemnify against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. Listing We have applied to list our Class A ordinary shares on the Nasdaq under the symbol MVNR. Voting and Related Rights Each of the Class A and Class B ordinary shares have equivalent rights to distributions from the Company. However, upon the consummation of this offering, the holders of our Class A ordinary shares will be entitled to one vote per Class A ordinary share, and the holders of our Class B ordinary Table of Contents shares will be entitled to ten votes per Class B ordinary share. Pursuant to our Articles of Association, each holder of our Class B ordinary shares shall have the right to convert its Class B ordinary shares into Class A ordinary shares on a one-for-one basis, subject to certain customary adjustments. Upon consummation of this offering, our board of directors will consist of 10 directors. Pursuant to the Articles of Association, affiliates of Siris Capital will be entitled upon the consummation of this offering to designate a majority of individuals to be included in the nominees recommended by our board of directors for election so long as affiliates of Siris Capital own a requisite percentage of the combined voting power of our outstanding ordinary shares. Following the consummation of this offering, our controlling shareholder, an affiliate of Siris Capital, will be entitled to designate individuals to our board of directors, including the right to cause individuals to be included for nomination for election to our board of directors as follows: so long as affiliates of Siris Capital beneficially own, directly or indirectly, at least 50% of the combined voting power of our outstanding ordinary shares, it will be entitled to designate six directors including for nomination; so long as affiliates of Siris Capital beneficially own, directly or indirectly, less than 50% but at least 25% of the combined voting power of our outstanding ordinary shares, it will be entitled to designate three directors including for nomination; so long as affiliates of Siris Capital beneficially own, directly or indirectly, less than 25% but at least 5% of the combined voting power of our outstanding ordinary shares, it will be entitled to designate one director including for nomination; and in the event affiliates of Siris Capital beneficially own, directly or indirectly, less than 5% of the combined voting power of our outstanding ordinary shares, it will no longer be entitled to designate any directors including for nomination. In addition, under our Articles of Association, affiliates of Siris Capital may designate directors for committees of our board of directors (subject to any applicable Nasdaq independence or other requirements). Affiliates of Siris Capital have the right to remove any designee and the exclusive right to fill any vacancy created by such removal or resignation of the designee, with such replacement to stand for election at the next annual general meeting. Pursuant to our Articles of Association, neither Siris Capital nor any of its affiliates is required to present corporate opportunities to us. Holders of our Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters requiring approval by our ordinary shareholders unless otherwise required by law. Upon the consummation of this offering, and assuming no exercise of the underwriters option to purchase additional Class A ordinary shares, holders of our Class A ordinary shares will hold approximately 2.4% of the combined voting power of our outstanding ordinary shares and holders of our Class B ordinary shares will hold approximately 97.6% of the combined voting power of our outstanding ordinary shares. If the underwriters exercise in full their option to purchase an additional 1,875,000 Class A ordinary shares, holders of our Class A ordinary shares will hold approximately 2.7% of the combined voting power of our outstanding ordinary shares and holders of our Class B ordinary shares will hold approximately 97.3% of the combined voting power of our outstanding ordinary shares. Table of Contents For a description of the rights of the holders of our Class A ordinary shares and Class B ordinary shares, see Description of Share Capital Class A Ordinary Shares and Description of Share Capital Class B Ordinary Shares. Dividend Policy We currently intend to retain all of our earnings to fund the operation and growth of our business and to repay indebtedness, and therefore, we do not anticipate paying any cash dividends in the foreseeable future. Any determination to declare and pay cash dividends will be at the discretion of our board of directors and will depend on, among other things, our financial condition, results of operations, cash requirements, liquidity, contractual restrictions, general business conditions and such other factors as our board of directors deems relevant. In addition, our existing indebtedness restricts our ability to pay dividends. For additional information, see Dividend Policy. Controlled Company Following this offering, we will be a controlled company within the meaning of the corporate governance rules of the Nasdaq. We intend to rely upon the controlled company exception relating to the board of directors and committee independence requirements under the listing rules of the Nasdaq. Pursuant to this exception, we will be exempt from the rules that would otherwise require that our board of directors consist of a majority of independent directors and that our compensation committee and nominating and corporate governance committee be composed entirely of independent directors. See Management Controlled Company. Table of Contents Summary Historical Financial and Operating Data The following table sets forth Mavenir Private Holdings II Ltd. s summary historical financial and operating data as of the dates and for the periods indicated. The historical financial and operating data as of January 31, 2020 and 2019 and for each of fiscal 2019 and 2018 have been derived from our predecessor Mavenir Private Holdings II Ltd. s audited consolidated financial statements included elsewhere in this prospectus. The historical financial and operating data as of July 31, 2020, and for the three months and six months ended July 31, 2020 and 2019 have been derived from our predecessor Mavenir Private Holdings II Ltd. s unaudited condensed consolidated financial statements included elsewhere in this prospectus. See Financial Statements and Basis of Presentation and Corporate Reorganization. The summary historical financial information is not necessarily indicative of the results that may be expected in any future financial reporting period, and our results of operations for any interim financial reporting period are not necessarily indicative of the results to be expected for the full year. The following summary historical financial and operating data should be read in conjunction with Capitalization, Selected Historical Consolidated Financial Data and Management s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and related notes appearing elsewhere in this prospectus. Except as described below, the following summary does not give effect to the Corporate Reorganization. Year Ended January 31, Three Months Ended July 31, Six Months Ended July 31, 2020 2019 2020 2019 2020 2019 (in thousands except share data) (in thousands except share data) (unaudited) (in thousands except share data) (unaudited) Consolidated Statement of Operations Data: Product revenue $ 330,880 $ 287,916 $ 106,990 $ 85,217 $ 188,896 $ 150,799 Post-contract revenue 96,564 105,193 22,955 24,339 45,976 49,888 Total revenue(1) 427,444 393,109 129,945 109,556 234,872 200,687 Cost of product revenue 156,095 129,674 47,006 42,223 86,421 76,000 Cost of post-contract revenue 29,199 31,920 9,257 7,128 17,820 14,509 Cost of revenue 185,294 161,594 56,263 49,351 104,241 90,509 Gross profit 242,150 231,515 73,682 60,205 130,631 110,178 Gross profit margin 57 % 59 % 57 % 55 % 56 % 55 % Research and development expenses 89,353 90,681 22,046 21,641 43,319 45,908 Selling, general and administrative expenses 154,771 134,017 33,641 34,278 67,807 95,239 Restructuring expenses and other 8,557 28,911 2,102 1,037 2,162 5,603 Total operating expenses 437,975 415,203 114,052 106,307 217,529 237,259 Operating profit (loss) (10,531 ) (22,094 ) 15,893 3,249 17,343 (36,572 ) Interest (income) (388 ) (205 ) (380 ) (53 ) (907 ) (189 ) Interest expense 52,478 74,216 10,976 13,286 22,619 26,380 Foreign exchange loss (gain) and other, net 14,925 598 411 (9,818 ) (4,523 ) (8,186 ) Profit (loss) before income tax expense (77,546 ) (96,703 ) 4,886 (166 ) 154 (54,577 ) Income tax (benefit) expense 3,497 523 2,321 (1,009 ) 5,711 (336 ) Net profit (loss) $ (81,043 ) $ (97,226 ) $ 2,565 $ 843 $ (5,557 ) $ (54,241 ) Basic and diluted net profit (loss) per ordinary share(2) $ (19,623,000 ) $ (24,306,500 ) $ 427,500 $ 210,750 $ (929,264 ) $ (13,560,250 ) Weighted average number of ordinary shares used in computing basic and diluted net loss per ordinary share 4.13 4.00 6.00 4.00 5.98 4.00 Pro forma net profit (loss) per ordinary share (unaudited)(3) $ (1.874 ) $ (2.322 ) $ (0.041 ) $ 0.02 $ (0.089 ) $ (1.295 ) As adjusted pro forma net profit (loss) per ordinary share (unaudited)(4) $ (1.38 ) $ (0.04 ) Table of Contents (1) On February 1, 2018 the Company adopted ASC 606 ( Revenue from contracts with customers ) using the modified retrospective method of adoption with the cumulative impact of $10.8 million recognized in retained earnings (accumulated deficit) as of February 1, 2018. (2) Earnings per share is calculated based on Mavenir Private Holdings II Ltd. outstanding shares. See Note 1 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the methods we use to calculate basic and diluted net loss per ordinary share. (3) The unaudited pro forma basic and diluted net loss per share to ordinary shareholders for the years ended January 31, 2020 and 2019, and for the three and six months ended July 31, 2020 and 2019, give effect to the 1-for-10,468,423 exchange ratio of all ordinary shares as part of the corporate reorganization. Such pro forma data will become the historical net loss per share attributable to ordinary shares, basic and diluted, of Mavenir plc upon consummation of the Corporate Reorganization. (4) The unaudited pro forma basic and diluted net loss per share to ordinary shareholders for the year ended January 31, 2020 and for the six months ended July 31, 2020 give effect to the 1-for-10,468,423 exchange ratio of all Class B ordinary shares as well as the issuance of a number of Class A ordinary shares in the offering, the net proceeds of which are being used to pay $195.5 million to Mavenir Private Holding I Ltd., an affiliated entity of Siris Capital and our controlling shareholder, to satisfy in full a note incurred by us immediately prior to this offering, to repay $43.7 million of indebtedness under our 2018 Term Loans (see Use of Proceeds ), as well as a $15.5 million dividend of our related party receivable to Mavenir Private Holdings I Ltd. (see Certain Relationships and Related Party Transactions-Other Related Party Agreements ). Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001787462_f5_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001787462_f5_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0a05110d357767835669cc410198d02a48e73290
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001787462_f5_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary Implications of Being an Emerging Growth Company. Investing in our common stock involves a high degree of risk. See Risk Factors beginning on page 19 for a discussion of the risks that you should consider in connection with an investment in our securities. Per Share Total Public offering price $ $ Underwriting discount and commissions $ $ Proceeds, before expenses, to F5 Finishes, Inc. $ $ To the extent that the underwriters sell more than 4,000,000 shares of common stock, the underwriters have the option to purchase up to an additional 600,000 shares from us at the public offering price less the underwriting discount. See Underwriting for a full description of underwriter compensation. The underwriters expect to deliver the shares of common stock to the purchasers on February [ ], 2020. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy of this prospectus. Any representation to the contrary is a criminal offense. Joint Book-Running Managers Maxim Group LLC Zelman Partners LLC Co-manager Sanders Morris Harris LLC Prospectus dated February [ ], 2020 TABLE OF CONTENTS Page SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001790982_arconic_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001790982_arconic_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001790982_arconic_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001791278_bluecity_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001791278_bluecity_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001791278_bluecity_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001791405_goxus-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001791405_goxus-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001791405_goxus-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001793294_ppd-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001793294_ppd-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001793294_ppd-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001793862_dada_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001793862_dada_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5c409feab4dcb8f9d6184c7b3df4dc0daa5c68a5
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001793862_dada_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in the ADSs discussed under "Risk Factors," before deciding whether to invest in the ADSs. This prospectus contains information from an industry report commissioned by us and prepared by iResearch Consulting Group, or iResearch, an independent research firm, to provide information regarding our industry and our market position in China. We refer to this report as the "iResearch Report." Who We Are Our mission is to bring people everything on demand. We are a leading platform of local on-demand retail and delivery in China. We operate JD-Daojia ("JDDJ"), one of China's largest local on-demand retail platforms by GMV in the nine months ended September 30, 2020, and Dada Now, a leading local on-demand delivery platform in China by number of orders in the nine months ended September 30, 2020, according to the iResearch Report. Our Industry Background We believe China's retail industry has entered into a new era the era of local on-demand retail and we are a pioneer and leader ushering this evolution. With rising penetration of smartphones and mobile payments, consumer demands have evolved, calling for delivery of online purchases ranging from daily necessities to unique finds to their doorsteps within hours after orders are placed. At the same time, there is a surging need from retailers for access to online traffic and efficient on-demand fulfillment solutions. According to the iResearch Report, local retail industry remains a significant contributor to China's total retail sales, yet online-to-offline penetration of China's local retail market was merely 0.6% in 2019. All of these set the stage for the rise of local on-demand retail in China. Our Corporate Development Dada Now Powerful on-demand delivery infrastructure is indispensable to local retail in the new era. To seize the growing market opportunities, five years ago we founded Dada Now, our open local on-demand delivery platform. Leveraging cutting-edge proprietary technologies and deep insights into the logistics industry, Dada Now has developed into a leading local on-demand delivery platform in China open to merchants and individual senders across various industries and product categories. In the twelve months ended September 30, 2020, we delivered 1,000 million orders, fulfilling the delivery demand for the participants on our platforms. As of September 30, 2020, Dada Now's intra-city delivery service covered more than 1,200 cities and counties in China, and its last-mile delivery service covered more than 2,600 cities and counties in China. Dada Now was the largest open on-demand delivery platform in China by average daily orders in the nine months ended September 30, 2020, according to the iResearch Report. The strong on-demand delivery infrastructure further enables us to serve as the backbone to our partners. JDDJ In 2016, we extended our core capabilities from local on-demand delivery to local on-demand retail by acquiring JDDJ, the former local retail platform and a strategic asset of JD Group. JDDJ has The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Table of Contents since quickly built its reputation by delivering top-notch services to retailers and brand owners and offering high-quality on-demand retail experience for consumers. For instance, we partner with almost all the leading supermarket chains in China, including Walmart, Yonghui and CR Vanguard. Moreover, as one of the world's most reputable retail chain giants, Walmart Group extended its trust and support to us through its investments in our company and comprehensive strategic cooperation with us. In the nine months ended September 30, 2020, JDDJ was the largest local on-demand retail platform in the China supermarket segment by GMV, according to the iResearch Report. Since the acquisition, JDDJ has achieved remarkable growth, with GMV in the twelve months ended September 30, 2020 increasing by 102.9% period on period to RMB21,333 million, generated from 153 million orders by 37.3 million active consumers during the period. Our Platforms We have successfully managed the integration of Dada Now and JDDJ to develop into a leading platform for local on-demand retail and delivery in China. The diagram below illustrates our two inter-connected platforms: Dada Now, the local on-demand delivery platform, and JDDJ, the local on-demand retail platform. We operate our local on-demand delivery platform leveraging the crowdsourcing model to address the challenge of frequent fluctuations brought forward by the nature of on-demand orders, and to match the surging demand for delivery capacity with efficient supply. Our delivery network demonstrates great scalability in operation. As of the date of this prospectus, the total orders we delivered in the peak hour on the peak day in 2020 exceeded the average hourly order volume in the same period by more than ten times and the total orders we delivered on the peak day in 2020 were around four times of the average daily order volume in 2020. Moreover, Dada Now enjoys a strong network effect across the platform. The growing number of merchants and individual senders using our platform enlarges order volume and density, which attracts more riders to join our network. More riders improve the delivery experience, which in turn fuels the growth of order volume and density from merchants and individual senders. We are continuing to invest in and enhance our delivery model, optimize operational efficiency and improve delivery experience for every merchant and individual sender on our platform. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Preliminary Prospectus Dated November 30, 2020. 9,000,000 American Depositary Shares Dada Nexus Limited Representing 36,000,000 Ordinary Shares This is a public offering of American depositary shares, or ADSs, of Dada Nexus Limited. We are offering 9,000,000 ADSs. Each ADS represents four of our ordinary shares, par value US$0.0001 per share. Our ADSs are listed on the Nasdaq Global Select Market under the symbol "DADA." On November 27, 2020, the closing trading price of our ADSs, as reported on the Nasdaq Global Select Market, was US$55.77 per ADS. One of our existing shareholders, JD Group, has indicated to us its interest in subscribing for up to US$50 million worth of the ADSs in this offering, at the public offering price and on the same terms as the other ADSs being offered in this offering. Such indication of interest is not binding agreement or commitment to purchase, and we and the underwriters are under no obligation to sell ADSs to JD Group. See "Risk Factors" beginning on page 17 for factors you should consider before buying the ADSs. Table of Contents Our on-demand retail platform is designed to facilitate digitalized transformation for all retailers and brand owners. Apart from our acclaimed delivery experience, we also offer a wide range of services and solutions to retailers, optimizing their operational and fulfillment efficiencies. Further, we enable brand owners to conduct product launches and efficient marketing on JDDJ. With these solutions, we have built a platform with steadily growing and loyal participants, forming a virtuous cycle. More retailers increase the product choices on the platform, and more consumers place an increasing number of orders, boosting sales for retailers and in turn amplifying marketing effectiveness for brand owners. As the platform attracts more retailers and brand owners, more product offerings with greater variety are available to consumers. Our two platforms are inter-connected and mutually beneficial. The Dada Now platform enables improved delivery experience for participants on the JDDJ platform through its readily accessible fulfillment solutions and strong on-demand delivery infrastructure. Meanwhile, the vast volume of on-demand delivery orders from the JDDJ platform increases order volume and density for the Dada Now platform. Our Technology Capabilities Our technologies are our core competence. We have invested strategically to build our proprietary technology capabilities, with the goal to improve operational efficiency and user experience in both our local on-demand delivery and retail platform, as well as to empower our retail partners. Dada Now. We apply data mining and AI technologies on a vast amount of historical delivery data to achieve higher operational efficiency, lower delivery costs, and better consumer experience. In the third quarter of 2020, we achieved an average delivery time of approximately 30 minutes for all intra-city delivery orders. Smart order recommendation and dispatching system. Our proprietary system recommends and dispatches orders to riders, bundles orders in advance, and suggests the best routes to riders, all based on recommendations from a sophisticated proprietary AI model. Automated order pricing mechanism. Using deep learning technologies, we have an automated pricing system based on algorithms, guaranteeing service responsiveness while optimizing profitability. Digitalized rider management system. We efficiently track, rate and manage the behaviors of millions of riders, with the purpose of retaining good riders and improving customer experience. JDDJ. We provide various technology-based features and solutions for participants on our platform. Omni-channel online retail operation system. Through a unified set of tools and interfaces, our omni-channel online retail solution serves as an operation system for a retailer's online business. It allows a retailer to efficiently manage its online SKUs, inventories, and promotions, as well as process online orders across multiple channels. Personalized shopping experience. We improve consumer experience and conversion rate with customized content display, SKU recommendations and search results based on their purchasing habits and geographic proximity to retailers. Customized and integrated fulfillment solution. Our end-to-end fulfillment solutions for retailers enhance the online order fulfillment efficiency for retailers with the help of in-store customized picking solutions and our Warehouse Management System (WMS), the Picking Assistant app, and various tailor-made delivery strategies. PRICE US$ PER ADS Table of Contents Omni-channel CRM. Our CRM tools help retailers establish their own omni-channel membership programs, allowing them to reach out to their customers with more effective marketing. As of September 30, 2020, our CRM tools embedded in "Pan'gu Marketing" system have been adopted by 209 retailers covering more than 37,000 stores. Smart assortment recommendation. Based on consumer insights gained on our platform, we help retailers increase product availability by using algorithms that provide product assortment and replenishment recommendations suitable for each retailer aiming at increasing efficiency of inventory control and improving sales. Smart offline-store solutions. The Self-Check-out solution and Scan-n-Go solution we provide to retail stores enhance operational efficiency and consumer experience. Our Financial Performance We achieved remarkable growth since our inception in 2014. Our net revenues grew by 57.8% from RMB1.2 billion in 2017 to RMB1.9 billion in 2018, and further grew by 61.3% to RMB3.1 billion (US$456.5 million) in 2019. Our net revenues grew by 94.7% from RMB1,913.3 million for the nine months ended September 30, 2019 to RMB3,724.2 million (US$548.5 million) for the same period of 2020. We incurred net loss of RMB1.4 billion, RMB1.9 billion and RMB1.7 billion (US$245.9 million) in 2017, 2018 and 2019, respectively. We incurred net loss of RMB1,128.0 million and RMB1,170.8 million (US$172.4 million) for the nine months ended September 30, 2019 and 2020, respectively. Industry and Market Opportunities The local retail market in China, which provides products closely related to the daily lives of consumers, amounted to approximately RMB13.1 trillion in sales in 2019 with continuing growth going forward. Within this market, the supermarket segment is the single largest segment, contributing to 23% of total local retail sales in 2019. This segment has witnessed the emergence of several sizeable and efficient local on-demand retail platforms, which allow consumers to browse, compare, purchase, and arrange delivery for goods from their local supermarkets through online channels. According to the iResearch Report, the opportunity for local on-demand retail platforms in the supermarket segment is expected to grow to RMB388.3 billion in terms of GMV by 2023, representing a CAGR of 69.8% from 2019. The local delivery market in China, which covers on-demand delivery and courier services, is expected to be driven by growth of e-commerce and change of consumer shopping behavior, as well as the continuing development of logistics infrastructure. Total average daily orders for the China local delivery market is expected to reach 161.5 million orders by 2023, representing a CAGR of 18.1% from 2019, according to the iResearch Report. Within the on-demand delivery segment, open on-demand delivery, representing independent fulfillment services offered to external parties through a platform model, is expected to reach 28.0 million average daily orders by 2023, representing a CAGR of 30.9% from 2019, according to the iResearch Report. Our Competitive Strengths We believe the following strengths contribute to our success and differentiate us from our competitors: the open on-demand delivery platform with scarcity value; superior operational efficiency of on-demand delivery platform; Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per ADS Total Public offering price US$ US$ Underwriting discounts and commissions US$ US$ Proceeds, before expenses, to us US$ US$ The underwriters have the option to purchase up to an additional 1,350,000 ADSs from us at the public offering price less the underwriting discounts. The underwriters expect to deliver the ADSs against payment in New York, New York on , 2020. Goldman Sachs BofA Securities Jefferies Haitong International KeyBanc Capital Markets Prospectus dated , 2020 Table of Contents widely trusted local on-demand retail platform exhibiting robust growth; evolving empowerment capabilities fueling strong growth of retailers and brand owners; powerful multilateral network effects fostering win-win outcomes for all participants; and proven and visionary management team with commitment to technology innovation. Our Strategies We intend to achieve our mission by pursuing the following growth strategies: enhance on-demand delivery capabilities; invigorate local on-demand retail platform; strengthen collaboration with brand owners; continue to invest and innovate in technologies; and further pursue and enhance strategic alliances.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001794717_scvx-corp_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001794717_scvx-corp_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4dff9ffb4c1b2730d38808feb94f50dc16c1ba76
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001794717_scvx-corp_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. General We are a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. While we may pursue an initial business combination target in any or industry or geographic location (subject to certain limitations described in this prospectus), we intend to focus our search for a target business operating in the cybersecurity industry globally, with enterprise valuations in the range of $600 million to $1.5 billion. We believe that we are currently in the midst of a secular shift in cybersecurity which is driving rapid growth in both annual spending and the number of actionable acquisition targets requiring a public market solution. This is driven in part by the continued focus on big data, which is generating large amounts of sensitive content across industries from financial records to customer purchasing habits. We believe that this trend is in its nascent stages as cybercrime, cyberwarfare and cyber enabled espionage continues to escalate in severity and financial impact. Increasingly, adversaries are well-trained, possess significant technological and human resources and are highly deliberate in their attacks. Potential adversaries range from the militaries and intelligence services of well-funded nation-states to sophisticated criminal organizations who are motivated by financial gains. The rise of cloud computing, workforce mobility and growth in connected devices has created a rapid expansion of workloads across industries. As a result, devices, applications and data are highly distributed and diverse, challenging organizations to monitor and protect all of their workloads running on various endpoints. We believe that the adoption of many of these technologies and the resulting disappearance of the corporate perimeter have expanded the attack surface and left many organizations increasingly vulnerable to breach. This summer alone has seen several high profile data breaches. In April, Yahoo reached a $117 million class action settlement for a number of alleged data breaches between 2012 and 2016. In August, Marriott International announced a $126 million charge tied to its well-publicized data breach disclosed in 2018, which exposed over 380 million guest records since 2014. In July, Capital One announced that a hacker had gained access to 100 million Capital One credit card applications and accounts. However, we believe that the financial impacts of these events are secondary to the reputational cost and that we will continue to see escalated investment in cybersecurity countermeasures. Several of the world s largest companies have recently emphasized their cybersecurity efforts. For example, JP Morgan alone spends approximately $600 million a year on their cybersecurity efforts, representing approximately 10% of their total noninterest expense. In 2017, it was reported that Microsoft planned to invest over $1 billion per year in cybersecurity, excluding any acquisitions in the sector. In addition to growth in the private sector, President Trump signed the Cybersecurity and Infrastructure Security Act in November 2018 to create a new agency dedicated to cybersecurity threats. Cybersecurity Ventures 2019 Cybersecurity Market Report estimates that global spend on cybersecurity product and services will exceed $1 trillion cumulatively from 2017 to 2021 with 12 to 15% annual growth. Against this backdrop of increasing demand, we are seeing fragmentation of cybersecurity solutions across each of the key segments including network security, endpoint security, identity and access management, security vulnerability management and messaging security. While large established technology players are active in each of these markets, large corporations often rely on multiple vendors that can provide specialized solutions. This, plus the limitations of legacy solutions, provides an opportunity for cybersecurity companies to drive impressive organic topline growth with a clear path to profitability. We believe that this creates an opportunity to build a scalable platform for growth. As vendor sprawl becomes an increased concern for the Chief Information Security Officer community, we expect to see a continued wave of consolidation. In particular, we anticipate growing network effects to drive accelerated growth for well-diversified, well-integrated cybersecurity platforms. Traditional technology vendors will have difficulty serving this shift in IT 1 strategies from within their organizations. Digital transformation has caused an exponential jump in complexity, fueled by virtual machines, structured and unstructured data and hyper-connectivity. In a cloud-enabled and mobile-first world, security must be pervasive across the internet and capable of protecting users who directly access the cloud without connecting to a specific corporate network. Similarly, instead of the castle-and-moat approach where security is only applied if the user is on the network, security needs to be abstracted from the on-premises corporate network such that policies securely connect the right user to the right application regardless of device, location or network. Cybersecurity continues to experience increased activity in investments and acquisitions further underlying the key trends outlined above. Investments have been made in a number of areas including Endpoint Detection and Response ( EDR ), threat intelligence, container, attack simulation, Security Orchestration Automation and Response ( SOAR ), zero trust and identity the total number of venture capital in cybersecurity reached a record $5.3bn in 2018 according to Strategic Cyber Ventures, up 20% from 2018. Large security players, such as VMware, Broadcom and Palo Alto Networks continue to expand their platforms organically and through acquisition. Overall, consolidation is a key theme as companies pursue an offering that can monitor data flow across the perimeter-less infrastructure, ingest big data across the entire IT estate augmenting it with external intelligence or applying machine learning to detect anomalies as necessary and employing orchestration and automation capabilities to break security silos and quickly resolve incidents. Our Founders Our team is designed to leverage cybersecurity, private market and public market expertise to identify and execute a successful transaction in the cybersecurity sector. We are led by Hank Thomas of Strategic Cyber Ventures and Michael Doniger in partnership with Hudson Bay (as defined below). Strategic Cyber Ventures ( SCV ) is a four-year-old Washington D.C. based venture capital firm co-founded and led by cyber and national security industry veteran Hank Thomas, our Chief Technology Officer and director. Mr. Thomas served as a U.S. Army Intelligence Officer and is a former cybersecurity consultant and executive. He leverages 22 years of experience to identify, invest in, and mature differentiated cybersecurity technology teams. Mr. Thomas currently serves on the board of directors for multiple cybersecurity product companies. He is also a member of the Consumer Electronics Show (CES) advisory board and the U.S. Cyber Moonshot advisory board at Auburn University. The SCV investment team brings an expert, technical, younger, reimagined, more modern approach to the venture capital community, start-up founders, and the cybersecurity industry at large. SCV is focused exclusively on investing in cybersecurity technology companies at the seed and Series A stage of growth. Hudson Bay is a multi-billion-dollar asset management firm operating in New York and London. With over 80 employees, Hudson Bay has been managing assets on behalf of outside investors since 2006. Founded and led by hedge fund industry veteran Sander Gerber, Hudson Bay targets traditional and non-traditional sources of alpha by employing multiple absolute return strategies, utilizing rigorous fundamental analysis, and seeking to identify growth opportunities that are uncorrelated to each other and to market indices. They believe this scalable, repeatable investment process has enabled them to generate consistent, risk-adjusted returns through varying market conditions. Michael Doniger, our Chief Executive Officer and Chairman of the board of directors, most recently served as the Director of Research for Citadel Fundamentals Strategies. Prior to Citadel, Mr. Doniger was a Senior Partner at Green Owl Capital Management where he utilized his quantitative background to take a probabilistic approach to investing in complex situations across sectors and asset classes. His extensive experience also extends to training and managing analyst and trader teams. Prior to Green Owl, Mr. Doniger served as a partner at Corvex Management where he played a pivotal role in the development of the firm. He worked closely with the firm s founder, Keith Meister to perfect an event driven investing strategy. Prior to Corvex, Mr. Doniger served as portfolio manager at CR Intrinsic Investors, a subsidiary of SAC Capital ( CR Intrinsic ) and senior analyst at Milton Arbitrage Partners. Mr. Doniger began his career working research and development project for Kraft Foods in the U.S. and U.K. Business Strategy Our business strategy is to leverage the SCV and Hudson Bay investment platforms to identify, evaluate and complete an initial business combination with a company that we believe exhibits unrecognized value, including as 2 a platform for consolidation. Although we intend to acquire a company that has sufficient scale to be a successful public company on its own, we believe that there exists a consolidation opportunity in the cybersecurity sector. We believe that corporate customers are increasingly seeking diversified cybersecurity platforms that can provide multiple services across the security ecosystem. We do not intend to limit our search to one segment of the cybersecurity ecosystem, but will instead target a wide variety of companies that provide critical cybersecurity support. We believe that our management team s extensive experience and demonstrated success in both investing and operating businesses in this industry has culminated in a unique set of capabilities that will be utilized in generating shareholder returns. Upon completion of this offering, our founders will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. Our Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies that we believe: can serve as a platform for consolidation and growth within the cybersecurity market; have a strong, experience management team in place, or are a platform to assemble an effective management team with a track record of driving growth and profitability; have a defensible market position, with demonstrated advantages when compared to their competitors and which create barriers to entry against new competitors; are at an inflection point, such as requiring additional management expertise, are able to innovate through new operational techniques, or where we believe we can drive improved financial performance; are fundamentally sound companies that are underperforming their potential; exhibit unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; will offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved capital structure will be weighed against any identified downside risks; and can benefit from being a publicly traded company, are prepared to be a publicly traded company, and can utilize access to broader capital markets. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. 3 Additional Disclosures Our Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review which will encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, code reviews, security audits, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. Each of our directors and officers will own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. Subject to his or her fiduciary duties under Cayman Islands law, none of the members of our management team who are also employed by our sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. For more information, see the section entitled Management Conflicts of Interest. Our existing officers and directors have agreed (and future officers and directors will be required to agree) not to participate in the formation of, or become an officer or director of, any blank check company until we have entered into a definitive agreement regarding our initial business combination, failed to complete our initial business combination within 24 months from the completion of this offering or liquidated prior to the end of such 24 month period. Initial Business Combination NYSE rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. 4 We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholders approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.0 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. 5 Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and expect to receive a tax exemption undertaking from the Cayman Islands Government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on November 15, 2019. Our executive offices are located at 1717 Pennsylvania Ave NW #625, Washington, DC 20006, and our telephone number is (202) 733-4719. Upon completion of this offering, our corporate website address will be www.SCVX.com. Our corporate website and the information contained on or accessible through our corporate website or any other website that we may maintain is not deemed to be incorporated by reference in, and is not considered a part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. 6
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001796297_bymax-corp_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001796297_bymax-corp_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bb488f06bda467cdbc2b0f485a9ffdaf92018557
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001796297_bymax-corp_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 6
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001796303_roth-ch_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001796303_roth-ch_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1055461fc9f82e36e08eb66ddcbacdd469b81b6b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001796303_roth-ch_prospectus_summary.txt
@@ -0,0 +1 @@
+detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus: we, us or our company refers to Roth CH Acquisition I Co.; initial stockholders refers to all of our stockholders immediately prior to the date of this prospectus, including our officers and directors to the extent they hold such shares; founder shares refers to the 2,156,250 shares of common stock held by our initial stockholders (including up to an aggregate of 281,250 shares of common stock subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part); private units refers to the units we are selling privately to our initial stockholders upon consummation of this offering; the term public stockholders means the holders of shares of common stock which are being sold as part of the units in this public offering, or public shares, whether they are purchased in the public offering or in the aftermarket, including any of our initial stockholders to the extent that they purchase such public shares (except that our initial stockholders will not have conversion or tender rights with respect to any public shares they own); Roth refers to Roth Capital Partners, LLC; Craig-Hallum refers to Craig-Hallum Capital Group LLC; and the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Certain financial information contained in this prospectus has been rounded and, as a result, certain totals shown in this prospectus may not equal the arithmetic sum of the figures that should otherwise aggregate to those totals. Share and per share amounts reflect a 1 for 21,562.50 dividend in the nature of a stock split of our common stock that took place on November 12, 2019. You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. General We are a blank check company formed under the laws of the State of Delaware on February 13, 2019. We were formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, which we refer to throughout this prospectus as our initial business combination, with one or more businesses or entities, which we refer to throughout this prospectus as a target business. To date, our efforts have been limited to organizational activities as well as activities related to this offering. Our efforts to identify a prospective target business will not be limited to any particular industry or geographic region, although we intend to focus our search on target businesses operating in the business services, consumer, healthcare, technology or wellness sectors. From the date of our incorporation through the date of this prospectus, there have been no communications, evaluations or discussions between any of our officers or directors and any target business regarding a potential initial business combination with our company. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate. EXPLANATORY NOTE This Registration Statement contains a prospectus relating to the initial public offering of units of Roth CH Acquisition I Co. for $10.00 per unit, consisting of one share of common stock and three-quarters of one redeemable warrant. This Registration Statement also contains a prospectus relating to offer and sales of units of Roth CH Acquisition I Co. in connection with certain market making transactions that may be effected by Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC in the secondary market for 30 days following the date of this prospectus. The complete prospectus relating to the initial public offering of our units (the "IPO Prospectus") follows immediately after this Explanatory Note. Following the IPO Prospectus are certain pages of the prospectus relating solely to such market making transactions (together with the remainder of the prospectus as modified as indicated below, the "Market Making Prospectus"), including an alternate front and back cover page, an alternate table of contents and alternate sections entitled "Summary — The Offering," "Use of Proceeds" and "Plan of Distribution." Each of such alternate pages has been marked "Alternate Page for Market Making Prospectus." The Market Making Prospectus will not include the information in the sections of the IPO Prospectus entitled "Risk Factors — Our initial stockholders paid an aggregate of $25,000, or approximately $0.011 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our shares of common stock.," "Risk Factors — The determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry.," "Dilution," "Capitalization," and "Underwriting (Conflict of Interest)." All other sections of the IPO Prospectus are to be used in the Market Making Prospectus. There is presently no public market for our units, common stock or warrants. We intend to apply to have our units listed on the Nasdaq Capital Market, or Nasdaq, under the symbol "ROCHU" on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. Once the securities comprising the units begin separate trading as described in this prospectus, the shares of common stock and warrants will be traded on Nasdaq under the symbols "ROCH," and "ROCHW," respectively. We cannot assure you that our securities will continue to be listed on Nasdaq after this offering. We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 and will therefore be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 17 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Price to Public Underwriting Discount and Commissions (1) Proceeds, Before Expenses, to us Per unit $10.00 $0.55(2)(3) $9.45 Total $75,000,000 $4,125,000 $70,875,000 (1)For further information relating to the underwriters compensation, please refer to the section entitled Underwriting (Conflicts of Interest) on page 72 of this prospectus. (2)Includes up to $2,625,000, or $0.35 per unit, equal to 3.5% of the gross proceeds of this offering (or $3,018,750 if the underwriters over-allotment option is exercised in full) payable to the underwriters as deferred underwriting discounts and commissions from the funds to be placed in the trust account described in this prospectus. The deferred underwriting discounts and commissions will be released to the underwriters upon consummation of an initial business combination, as described in this prospectus. If the business combination is not consummated, such deferred underwriting discounts and commissions will be forfeited by the underwriters. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions. (3) We will also pay $100,000 to BTIG, LLC, our "qualified independent underwriter." We have also agreed to reimburse the underwriters for all expenses and fees related to the review by FINRA, including legal fees which will not exceed $15,000. See the section of this prospectus entitled "Underwriting (Conflicts of Interest)" beginning on page 72 for a description of compensation and other items of value payable to the underwriters. Upon consummation of the offering, $10.00 per unit sold to the public in this offering (whether or not the over-allotment option has been exercised in full or part) will be deposited into a United States-based trust account at Morgan Stanley with Continental Stock Transfer & Trust Company acting as trustee. Except as described in this prospectus, these funds will not be released to us until the earlier of the completion of our initial business combination and our redemption of the public shares upon our failure to consummate a business combination within the required period. The underwriters are offering the units on a firm commitment basis. Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC, acting as joint-representatives of the underwriters, expect to deliver the units to purchasers on or about [ ], 2020. Joint Book-Running Managers Roth Capital Partners Craig-Hallum Capital Group The date of this prospectus is , 2020 We anticipate structuring our initial business combination to acquire 100% of the equity interest or assets of the target business or businesses. We may, however, structure our initial business combination to acquire less than 100% of such interests or assets of the target business, but we will only consummate such business combination if we will become the majority stockholder of the target (or control the target through contractual arrangements in limited circumstances for regulatory compliance purposes) or are otherwise not required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act or, to the extent permitted by law, we may acquire interests in a variable interest entity, in which we may have less than a majority of the voting rights in such entity, but in which we are the primary beneficiary. We will not consider any transaction that does not meet this criterion. Even though we will own a majority interest in the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. As more fully discussed in Management Conflicts of Interest, if any of our officers or directors becomes aware of a business combination opportunity that which might be appropriate for any entity to which he or she has fiduciary or contractual obligations, he may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (which we refer to herein as the JOBS Act) and will remain such for up to five years. However, if our non-convertible debt issued within a three-year period or our total revenues exceed $1.07 billion or the market value of our shares of common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, we have elected, under Section 107(b) of the JOBS Act, to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the Securities Act ) for complying with new or revised accounting standards. Competitive Strengths Our management team is led by Byron Roth and partners of both Roth and Craig-Hallum who have over 100 years of combined operational, deal-making and investment experience. Our mission is to unlock value for our stockholders by identifying an acquisition target in the business services, consumer, healthcare, technology or wellness sectors. Given the experience of our management team in these sectors, we believe we have significant resources to identify, diligence, and structure transactions that could be favorable for all stockholders. We believe our management team s backgrounds, and Roth and Craig-Hallum s unique sourcing infrastructure, provide us with the ability to identify transactions and target businesses that can thrive as publicly-traded companies. Additionally, over the course of their careers, the members of our management team and our affiliates have developed extensive networks of contacts and corporate relationships that we believe will provide us with an important source of initial business combination opportunities. These networks have provided our management team and our affiliates with deal flow that has resulted in numerous transactions. We anticipate that target business candidates will also be brought to our attention from various unaffiliated sources, including family offices, investment market participants, private equity groups, investment banks, consultants, accounting firms and large business enterprises. Management Team Our management team, through its members shared experience at Roth and Craig-Hallum, has a history of identifying targets and making strategic investments, acquisitions and raising capital. Roth and Craig-Hallum are small-cap growth investment banks with deep expertise and relationships in the business services, consumer, healthcare, technology and wellness sectors. Since inception in 1992, Roth has raised over $50 billion in equity and debt offerings for small cap growth companies; Craig-Hallum has raised over $25 billion for small cap growth companies since its inception in 1997. Together, Roth and Craig-Hallum have 40 senior research analysts covering approximately 550 companies, and over 40 sales people servicing approximately 1,000 institutional investors. Combined, the two firms have been underwriters on approximately 60 IPOs since the JOBS Act and completed over 400 M&A and advisory assignments. Roth and Craig-Hallum sponsor over 15,000 meetings with institutional clients annually. Byron Roth, our Chairman and Chief Executive Officer, is Chairman and Chief Executive Officer of Roth Capital Partners, LLC, a privately-owned investment banking firm dedicated to the small-cap public market and headquartered in Newport Beach, California. In addition, Mr. Roth is a co-founder and General Partner of three private investment firms; Rx3, LLC, a $50 million influencer fund focused on consumer brands, Rivi Capital, LLC, a $35 million fund concentrated in the mining sector, and Aceras Life Sciences, LLC, an in-house incubator focused on funding the development of novel medical innovations. He also co-founded two long only asset management firms: Cortina Asset Management, LLC, which was recently acquired by Silvercrest Asset Management (NASDAQ: SAMG), and EAM Investors, LLC, with assets under management of approximately $1.5 billion. Mr. Roth earned his B.B.A from the University of San Diego and his MBA from the Cornell SC Johnson College of Business. Gordon Roth, our Chief Financial Officer, is Chief Financial Officer and Chief Operating Officer of Roth Capital Partners, LLC. Prior to joining Roth, Mr. Roth was the Chairman and Founder of Roth and Company, P.C., a thirty-five person public accounting firm in Des Moines, Iowa. Mr. Roth brings over 40 years of accounting experience, as he spent thirteen years with Deloitte & Touche beginning in 1978, where he served as a Tax Partner and the Partner-in-Charge of the Des Moines office Tax Department. Mr. Roth is a CPA and a member of the America Institute of CPA s. Mr. Roth has a B.A. from William Penn University, and a Master of Science in Accounting from Drake University. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED APRIL 29, 2020 $75,000,000 ROTH CH ACQUISITION I CO. 7,500,000 UNITS Roth CH Acquisition I Co., which we refer to as we, us or our company, is a blank check company incorporated in Delaware and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination . Although we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination, we intend to focus on businesses that have their primary operations in the business services, consumer, healthcare, technology or wellness sectors. This is an initial public offering of our securities. Each unit that we are offering has a price of $10.00 and consists of one share of common stock and three-quarters of one redeemable warrant, as described in more detail in this prospectus. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as provided herein. We will not issue fractional warrants upon the separation of the units and only whole warrants will trade. As a result, you must separate your units in multiples of four to receive three warrants. Each whole warrant will become exercisable on the later of the completion of an initial business combination and 12 months from the date of this prospectus, and will expire five years after the completion of an initial business combination, or earlier upon redemption or liquidation. We have granted Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC, the lead book-running managing underwriters, a 45-day option to purchase up to an additional 1,125,000 units (over and above the 7,500,000 units referred to above) solely to cover over-allotments, if any. We will provide the holders of our outstanding shares of common stock that were sold as part of the units in this offering which we refer to as our public shares with the opportunity to redeem their shares of common stock upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below, including interest (net of taxes payable and $50,000 for liqudation expenses), divided by the number of then outstanding public shares. We have 18 months from the closing of this offering to consummate our initial business combination. If we are unable to consummate our initial business combination within the above time period, we will distribute the aggregate amount then on deposit in the trust account net of taxes payable and $50,000 for liquidation expenses, pro rata to our public stockholders, by way of the redemption of their shares and thereafter cease all operations except for the purposes of winding up of our affairs, as further described herein. In such event, the warrants will expire and be worthless. Our stockholders prior to this offering have committed to purchase from us an aggregate of 262,500 (or 285,000 if the over-allotment option is exercised in full) units, or private units, at $10.00 per private unit (for a total purchase price of $2,625,000 (or $2,850,000 if the over-allotment option is exercised in full)). These purchases will take place on a private placement basis simultaneously with the consummation of this offering. All of the proceeds we receive from these purchases will be placed in the trust account described below. In May 2019, CR Financial Holdings, Inc., an entity affiliated with Roth Capital Partners, LLC, purchased an aggregate of 100 shares for an aggregate purchase price of $25,000. On May 2, 2019, such entity transferred all of its shares to Roth, Craig-Hallum and officer and directors of Roth and Craig-Hallum for the same price per share that it originally paid for such shares. On November 12, 2019, we effected a 1 for 21,562.50 dividend in the nature of a stock split that resulted in there being an aggregate of 2,156,250 shares outstanding, which shares we refer to herein as "founder shares" or "insider shares," which includes an aggregate of up to 281,250 shares that are subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part. Rick Hartfiel, our Co-President, is a Managing Partner and has been the Head of Investment Banking at Craig-Hallum since 2005. Mr. Hartfiel brings over 30 years of investment banking experience focused on emerging growth companies. Since joining Craig-Hallum in 2005, Mr. Hartfiel has managed over 300 equity offerings (IPOs, follow-on offerings, registered direct offerings and PIPEs) and M&A transactions. Prior to joining Craig-Hallum, Mr. Hartfiel has been an investment banker at Dain, Rauscher, Wessels and Credit Suisse First Boston. Mr. Hartfiel has a B.A. from Amherst College, and an MBA from Harvard Business School. John Lipman, our Chief Operating Officer, is a Partner and Managing Director of Investment Banking at Craig-Hallum. Mr. Lipman joined Craig-Hallum in 2012 and has more than 15 years of investment banking experience advising growth companies in the healthcare, industrial and technology sectors. Mr. Lipman has completed over 125 equity, convertible and debt offerings and advisory assignments for growth companies, including over 75 since joining Craig-Hallum. Prior to joining Craig-Hallum, Mr. Lipman was a Managing Director at Rodman & Renshaw LLC, and Carter Securities LLC, a firm he founded that specialized in raising equity, equity-linked, and debt capital for growth companies. Mr. Lipman has over 20 years investing experience in small capitalization companies, and started his career in venture capital and investor relations. Mr. Lipman earned his B.A. in Economics from Rollins College. Aaron Gurewitz, our Co-President, is a Managing Director and has been Head of Equity Capital Markets at Roth since January 2001. Mr. Gurewitz brings over 25 years of investment banking experience focused on growth companies. Since joining Roth in 1999, Mr. Gurewitz has managed over 1,000 public offerings including, but not limited to, IPOs and follow-on offerings. Prior to joining Roth in 1999, Mr. Gurewitz was a Senior Vice President in the Investment Banking Group at Friedman Billings Ramsey from May 1998 to August 1999. From 1995 to April 1998, Mr. Gurewitz was a Vice President in the Corporate Finance Department at Roth, and from 1999 to 2001, Mr. Gurewitz served as a Managing Director in Roth s Investment Banking Department. Mr. Gurewitz graduated summa cum laude from San Diego State University with a B.S. in Finance. Molly Hemmeter, an Independent Director, has been a member of the Board of Directors at Wilbur-Ellis Company Inc., a privately-owned family business based in San Francisco with a rich history spanning nearly 100 years, since January 2020. Ms. Hemmeter has also served as a Director for Flower One, a publicly traded company based in Nevada that specializes in large scale cultivation and production of high quality, low cost cannabis in its greenhouse and indoor growing facilities, since January 2020. From 2009 to 2019, Ms. Hemmeter served as an Executive of Landec Corporation, a publicly-traded company in the health & wellness space with revenues of approximately $600M, and served as Chief Executive Officer, President & Director of Landec Corporation from 2015 to 2019. Ms. Hemmeter has also served on the Board of Directors for Windset Farms from 2018 to 2019. Prior to Landec, from 2006 to 2009, Ms. Hemmeter served as VP of Global Marketing and Business Development at Ashland Chemical. Ms. Hemmeter holds a BES and MEng in Chemical Engineering from the University of Louisville and an MBA from Harvard Business School. Daniel M. Friedberg, an Independent Director, has served as Chairman of the Board of Quest Resource Holding Corp. since April 2019. Mr. Friedberg has served as the Chief Executive Officer of Hampstead Park Capital Management LLC, a private equity investment firm, since its founding in May 2016. Mr. Friedberg was Chief Executive Officer and Managing Partner of Sagard Capital Partners L.P., a private equity investment firm, from its founding in January 2005 until May 2016. In addition, from January 2005 to May 2016, Mr. Friedberg was also a Vice President of Power Corporation of Canada, a diversified international management holding company. Mr. Friedberg was with global strategy management consultants Bain & Company, as a consultant from 1987 to 1991 and then again as a Partner from 1997 to 2005. From 1991 to 1997, Mr. Friedberg worked as Vice President of Strategy and Development for a U.S.-based global conglomerate and as an investment professional in a Connecticut-based boutique private equity firm. Mr. Friedberg has previously served on the Board of Directors at GP Strategies Corp., InnerWorkings, Inc., Performance Sports Group Ltd., and X-Rite, Inc.. Mr. Friedberg has a Master s in Business Administration degree from the Johnson School at Cornell University s College of Business, and a Bachelor of Science (Hons.) degree from the University of Manchester Institute of Science & Technology. Adam Rothstein, and Independent Director, is a co-founder and General Partner in Disruptive Technology Partners an Israeli technology focused early stage investment fund, which he co-founded in 2013. Mr. Rothstein has been a General Partner in Disruptive Growth, a collection of late stage investment vehicles focused on Israeli technology, which he co-founded in 2014. Since 2014, Mr. Rothstein has been a Venture Partner in Subversive Capital, and the Managing Member of 1007 Mountain Drive Partners, LLC, which are both consulting and investment vehicles. Mr. Rothstein is also a co-founder and director of Subversive Capital Acquisition Corp., a special purpose acquisition company that consummated its IPO in 2019 and is traded on the NEO Exchange that is focused on merging with a company in the cannabis industry. Mr. Rothstein has over 20 years of investment experience, and from 2006 to 2010 served as the Chief Investment Officer of Intana Management, a market neutral hedge fund focused on technology, media and entertainment and from 2000 to 2006 served as a Partner of the Select Technology and Software Funds at Robeco Investment Management (the parent company of Weiss, Peck & Greer). Mr. Rothstein graduated summa cum laude with a Bachelor of Science in Economics from the Wharton School of Business at the University of Pennsylvania and has an MPhil in Finance from the University of Cambridge. Notwithstanding the foregoing, the past performance of Roth and Craig-Hallum, our management team and affiliates, or businesses with which they are or have been associated, is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record or past performance of our management team or their affiliates or the businesses with which they are or have been associated as indicative of our future performance. About Roth Capital Partners Roth provides investment banking and research and trading services that include capital raising, mergers and acquisitions, research coverage, sales/trading, market making, corporate access conferences and more. Roth currently provides research coverage on approximately 370 public companies. Under Mr. Byron Roth s leadership, since 1992, Roth has raised over $50 billion for small cap companies and completed over 335 advisory assignments. About Craig-Hallum Craig-Hallum is a privately-owned investment banking firm dedicated to the small-cap public market and headquartered in Minneapolis, MN. Founded in 1997, Craig-Hallum provides high-quality research coverage on approximately 285 public companies across a variety of sectors including technology, healthcare, diversified industrials, consumer and energy verticals. Since 2013, Craig-Hallum has completed over 300 equity offerings and advisory assignments for its clients. Business Strategy Our management team s objective is to generate attractive returns and create value for our stockholders by applying a disciplined strategy of identifying attractive investment opportunities that could benefit from the addition of capital, management expertise and strategic insight. We will leverage our management team s broad network of proprietary and public transaction sources to find an opportunity where their expertise could effect a positive transformation of the existing business to improve the overall value proposition while maximizing shareholder value. Our management team believes it can identify companies that are under-performing their potential due to a temporary period of dislocation in the markets in which they operate, inefficient capital allocations, over-levered capital structures, excessive cost structures, incomplete management teams and/or inappropriate business strategies. In order to increase shareholder value, we will seek to identify these dislocations and implement a proven course correction plan where management agreements are put in place, debt and equity structures are realigned and costs are reduced. We intend to source initial business combination opportunities through the extensive networks of our management team and their affiliates. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships, including seasoned executives and operators, private equity investors, lenders, attorneys and family offices, that we believe will provide our management team with a robust flow of acquisition opportunities. We believe successful special purpose acquisition companies require a differentiated story to make a business combination attractive for potential sellers of businesses who become partners in a public markets context. We believe that our team will be an attractive partner given our proven track record of both operational and financial success in small and medium sized public companies and our deep understanding of how to navigate complicated shareholder and capital markets dynamics in a small and mid-cap context. Business Combination Criteria Consistent with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. While we intend to utilize these criteria in evaluating business combination opportunities, we expect that no individual criterion will entirely determine a decision to pursue a particular opportunity. Middle-Market Business. We will seek to acquire one or more businesses with an enterprise value of approximately $250 million to $1 billion, determined in the sole discretion of our officers and directors according to reasonable accepted valuation standards and methodologies. We believe that middle-market segment provides the greatest number of opportunities for investment and where we believe we have the strongest network to identify opportunities. Established Businesses. We will seek to acquire one or more businesses or assets that have a history of, or potential for, strong, stable cash flow generation, with predictable and recurring revenue streams. Complex Proprietary Opportunities. Our management team has a proven track record of identifying companies that are under-performing their potential due to a temporary period of dislocation in the markets in which they operate, inefficient capital allocations, over-levered capital structures and/or excessive cost structures. We expect our management team s focus on complex situations that require creative solutions to lead to less competitive transactions where we can combine with attractive businesses at reasonable valuations. While our management team is focused on complex situations as a means to find attractively-priced transactions, we do not intend to pursue turnarounds or situations that do not lend themselves to the public markets. Growth opportunities through capital investment. We intend to seek candidates who will benefit from additional capital investment through a business combination. Strong management teams with a proven track record. We intend to seek candidates who have strong management teams with a proven track record of driving revenue growth, enhancing profitability and generating strong free cash flow. We will seek to partner with potential target s management team and expect that the operating and financial abilities of our management and board will help potential target company to unlock opportunities for future growth and enhanced profitability. Opportunities for Add-On Acquisitions. We will seek to acquire one or more businesses that we can grow both organically and through acquisitions. In addition, we believe that our ability to source proprietary opportunities and execute such transactions will help the business we acquire grow through acquisition, and thus serve as a platform for further add-on acquisitions. Benefit from Being a Public Company. We intend to pursue a business combination with a company that we believe will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company. Risk-Adjusted Return. We intend to acquire one or more companies that we believe can offer attractive risk-adjusted return on investments for our stockholders. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission (the SEC ). Our Business Combination Process In evaluating prospective business combinations, we expect to conduct a due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We are not prohibited from pursuing an initial business combination with a company that is affiliated with Roth or Craig-Hallum, their affiliates, our initial stockholders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our initial stockholders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm that regularly provides fairness opinions that our initial business combination is fair to our stockholders from a financial point of view. Roth and Craig-Hallum and each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which might be suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of Roth and Craig-Hallum and our officers or directors will not materially affect our ability to complete our initial business combination. We may, at our option, pursue an acquisition opportunity with an entity to which Roth or Craig-Hallum, investment funds advised by Roth or Craig-Hallum, or an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the initial business combination by making a specified future issuance to any such entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. The determination of whether an opportunity has been expressly offered to a director of officer solely in his or her capacity as a director or officer of our company will made based on express statements by the person offering the opportunity, and if a director or officer is unsure of whether an opportunity was offered in such capacity, he or she shall seek guidance on such determination from the audit committee of our board of directors. Private Placements In May 2019, CR Financial Holdings, Inc., an entity affiliated with Roth, purchased an aggregate of 100 shares for an aggregate purchase price of $25,000. On May 2, 2019, CR Financial Holdings, Inc. transferred all of its shares to Roth, Craig-Hallum and officers and directors of Roth and Craig-Hallum for the same price per share that it originally paid for such shares. On November 12, 2019, we effected a 1 for 21,562.50 dividend in the nature of a stock split that resulted in there being an aggregate of 2,156,250 shares outstanding, which we refer to herein as "founder shares" or "insider shares," which includes an aggregate of 281,250 shares subject to forfeiture by our initial stockholders to the extent that the underwriters over-allotment option is not exercised in full or in part, so that our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (excluding the sale of the private units and assuming our initial stockholders do not purchase public units in this offering). None of our initial stockholders has indicated any intention to purchase public units in this offering. On the date of this prospectus, the founder shares will be placed into an escrow account maintained by Continental Stock Transfer & Trust Company acting as escrow agent. 50% percent of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date of the consummation of our initial business combination or (ii) the date on which the closing price of our shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and the remaining 50% of the founder shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (1) to any persons (including their affiliates and stockholders) participating in the private placement of the private units and our officers, directors, stockholders and employees, (2) amongst initial stockholders or to our officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (4) by bona fide gift to a member of the holder s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of our securities, (8) by private sales at prices no greater than the price at which the shares were originally purchased or (9) for the cancellation of up to 281,250 shares of common stock subject to forfeiture to the extent that the underwriters over-allotment is not exercised in full or in part or in connection with the consummation of our initial business combination, in each case (except for clause 9 or with our prior consent) where the transferee agrees to the terms of the escrow agreement and the insider letter. In addition, our stockholders prior to this offering have committed to purchase from us an aggregate of 262,500 (or 285,000 if the over-allotment option is exercised in full) units, or private units, at $10.00 per private unit (for a total purchase price of $2,625,000 (or $2,850,000 if the over-allotment option is exercised in full)). These purchases will take place on a private placement basis simultaneously with the consummation of this offering. The proceeds from the private placement of the private units will be added to the proceeds of this offering and placed in a trust account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee. If we do not complete our initial business combination within 18 months, the proceeds from the sale of the private units will be included in the liquidating distribution to the holders of our public shares. The founder shares are identical to the public shares. The private units are identical to the units sold as part of the public units in this offering except that the warrants underlying the private units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. However, our initial stockholders have agreed (A) to vote their founder shares, private shares and any public shares purchased in or after this offering in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our certificate of incorporation that would affect the substance or timing of the ability of public stockholders to exercise redemption rights as described herein or of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 18 months of the closing of this offering, unless we provide public stockholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to redeem any shares, including founder shares, private shares and any public shares purchased in or after this offering into the right to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in any tender offer in connection with our proposed initial business combination, and (D) that the founder shares and private shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. If public units or shares of commons stock are purchased by any of our directors, officers or initial stockholders, they will be entitled to funds from the trust account to the same extent as any public stockholder upon our liquidation but will not have redemption rights related thereto. Our executive offices are located at 888 San Clemente Drive, Newport Beach, CA 92660. The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 17 of this prospectus. Securities offered 7,500,000 units, at $10.00 per unit, each unit consisting of one share of common stock and three-quarters of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per whole share, subject to adjustment as described in this prospectus. We will not issue fractional warrants and only whole warrants will trade. As a result, you must separate your units in multiples of four to receive three warrants. Listing of our securities and proposed symbols We anticipate the units and the shares of common stock and the warrants, once they begin separate trading, will be listed on Nasdaq under the symbols "ROCHU," "ROCH" and "ROCHW" respectively. Each of the shares of common stock and warrants may trade separately on the 90th day after the date of this prospectus unless Roth and Craig-Hallum have determined that an earlier date is acceptable (based upon, among other things, its assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, our securities in particular). In no event will Roth and Craig-Hallum allow separate trading of the shares of common stock and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering. Once the shares of common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into separately trading shares of common stock and warrants. We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place two business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if Roth and Craig-Hallum have allowed separate trading of the shares of common stock and warrants prior to the 90th day after the date of this prospectus. Shares of common stock: Number issued and outstanding before this offering 2,156,250 shares(1) Number to be issued and outstanding after this offering 9,637,500 shares(2) (1)This number includes an aggregate of up to 281,250 shares of common stock held by our initial stockholders that are subject to forfeiture if the over-allotment option is not fully exercised by the underwriters. (2)Assumes the over-allotment option has not been exercised and an aggregate of 281,250 shares of common stock held by our initial stockholders have been forfeited. If the over-allotment option is exercised in full, there will be a total of 11,066,250 shares of common stock issued and outstanding. Redeemable Warrants: Number issued and outstanding before this offering 0 warrants Number to be issued and outstanding after this offering and sale of private units 5,821,875 warrants(3) Exercisability Each whole redeemable warrant entitles the holder thereof to purchase one share of common stock. (3) Assumes the over-allotment option has not been exercised. If the over-allotment option is exercised in full, there will be a total of 6,682,500 warrants issued and outstanding. Exercise price $11.50 per whole share. No warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. It is our current intention to have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock in effect promptly following consummation of an initial business combination. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within 120 days following the consummation of our initial business combination, public warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the "fair market value" (defined below) by (y) the fair market value. The "fair market value" shall mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the day prior to the date of exercise. For example, if a holder held 300 whole warrants to purchase 300 shares and the fair market value on the date prior to exercise was $15.00, that holder would receive 70 shares without the payment of any additional cash consideration. In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (z) the volume weighted average trading price of our shares of common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the "Market Price") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Price. Exercise period The warrants will become exercisable on the later of one year after the closing of this offering or the consummation of an initial business combination. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption. Redemption We may redeem the outstanding warrants (excluding the warrants underlying the private units), in whole and not in part, at a price of $0.01 per warrant: at any time after the warrants become exercisable, upon a minimum of 30 days prior written notice of redemption, if, and only if, the last sales price of our common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending three business days before we send the notice of redemption, and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of our common stock may fall below the $18.00 trigger price, as well as the $11.50 warrant exercise price after the redemption notice is issued. The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a "cashless basis." In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the "fair market value" (defined below) by (y) the fair market value. The "fair market value" shall mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a "cashless basis" will depend on a variety of factors including the price of our shares of common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances. Offering proceeds to be held in trust $75,000,000 of the net proceeds of this offering (or $86,250,000 if the over-allotment option is exercised in full), including $2,625,000 (or $2,850,000 if the over-allotment option is exercised in full) we will receive from the sale of the private units, or $10.00 per unit sold to the public in this offering (regardless of whether or not the over-allotment option is exercised in full or part) will be placed in a trust account at Morgan Stanley, maintained by Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus. Of the remaining $1,125,000, $525,000 will be used for offering expenses and $600,000 of net proceeds of this offering will not be held in the trust account. Except as set forth below, the proceeds in the trust account will not be released until the earlier of: (1) the completion of an initial business combination within the required time period and (2) our redemption of 100% of the outstanding public shares if we have not completed a business combination in the required time period. Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business. Notwithstanding the foregoing, there can be released to us from the trust account any interest earned on the funds in the trust account that we need to pay our income or other tax obligations. With this exception, expenses incurred by us may be paid prior to a business combination only from the net proceeds of this offering not held in the trust account of approximately $600,000. Additionally, in order to meet our working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient, our initial stockholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would be paid upon consummation of our initial business combination, without interest. If we do not complete a business combination, the loans will only be repaid with funds not held in the trust account, to the extent available. Limited payments to insiders Prior to the consummation of a business combination, there will be no fees, reimbursements or other cash payments paid to our initial stockholders, officers, directors or their affiliates prior to, or for any services they render in order to effectuate, the consummation of a business combination (regardless of the type of transaction that it is) other than: repayment of loans of $200,000 made to us by CR Financial Holdings, Inc.; payment to Roth and Craig-Hallum of underwriting commissions from this offering and fees for any financial advisory, placement agency or other similar investment banking services Roth and Craig-Hallum may provide to our company in the future (including reimbursement of any related expenses incurred by them in connection thereto); reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; and repayment upon consummation of our initial business combination of any loans which may be made by our initial stockholders or their affiliates or our officers and directors to finance transaction costs in connection with an intended initial business combination. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account available to us, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to any initial stockholder or member of our management team, or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval. Stockholder approval of, or tender offer in connection with, initial business combination In connection with any proposed initial business combination, we will either (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which public stockholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our public stockholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written letter agreements with us, not to convert any founder shares or public or private shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account. If we determine to engage in a tender offer, such tender offer will be structured so that each public stockholder may tender any or all of his, her or its public or private shares rather than some pro rata portion of his, her or its shares. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction or whether the terms of the transaction would otherwise require us to seek stockholder approval. If we provide stockholders with the opportunity to sell their shares to us by means of a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC s proxy rules. If we seek stockholder approval of our initial business combination, we will consummate the business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. We have determined not to consummate any business combination unless we have net tangible assets of at least $5,000,001 immediately prior to or upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeemed) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all. Our initial stockholders have agreed (A) to vote their founder shares, private shares and any public shares purchased in or after this offering in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our certificate of incorporation that would affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 18 months unless we provide public stockholder an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to convert any shares (including the founder shares, private shares and any public shares purchased) into the right to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in a tender offer in connection with our proposed initial business combination, and (D) that the founder shares and private shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. None of our initial stockholders or their affiliates has indicated any intention to purchase public units in this offering or any units or shares of common stock in the open market or in private transactions. However, if a significant number of stockholders vote, or indicate an intention to vote, against a proposed business combination, our initial stockholders, officers, directors or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. Our initial stockholders, officers, directors and their affiliates could purchase sufficient shares so that the initial business combination may be approved without the majority vote of public shares held by non-affiliates. Notwithstanding the foregoing, our officers, directors, initial stockholders and their affiliates will not make purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), which are rules designed to stop potential manipulation of a company s stock or purchasing shares when the buyer is in possession of material non-public information about the Company. Conversion rights In connection with any stockholder meeting called to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether he, she or it is voting for or against such proposed business combination, to demand that we convert his, her or its public shares into a pro rata share of the trust account upon consummation of the business combination. We may require public stockholders wishing to exercise conversion rights, whether they are a record holder or hold their shares in street name, to either tender the certificates they are seeking to convert to our transfer agent or to deliver the shares they are seeking to convert to the transfer agent electronically using Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, at any time at or prior to the vote on the business combination. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the vote on the business combination in order to exercise conversion rights. This is because a holder would need to deliver shares to exercise conversion rights regardless of the timing of when such delivery must be effectuated. However, in the event we require stockholders to deliver their shares prior to the vote on the proposed business combination and the proposed business combination is not consummated, this may result in an increased cost to stockholders. Under Delaware law, we may be required to give a minimum of only ten days notice for each general meeting. As a result, if we require public stockholders who wish to convert their shares of common stock into the right to receive a pro rata portion of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise their conversion rights and may be forced to retain our securities when they otherwise would not want to. If we require public stockholders who wish to convert their shares of common stock to comply with specific delivery requirements for conversion described above and such proposed business combination is not consummated, we will promptly return such certificates to the tendering public stockholders. Liquidation if no business combination If we are unable to complete our initial business combination within 18 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public shares (including any public units in this offering or any public units or shares that our initial stockholders or their affiliates purchased in this offering or later acquired in the open market or in private transactions), which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably practicable following such redemption, subject to the approval of our remaining holders of common stock and our Board of Directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in the case of (ii) and (iii) above) to our obligations to provide for claims of creditors and the requirements of applicable law. In connection with our redemption of 100% of our outstanding public shares for a portion of the funds held in the trust account, each holder will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not necessary to pay our taxes payable on such funds. Holders of warrants will receive no proceeds in connection with the liquidation with respect to such warrants, which will expire worthless. We may not have funds sufficient to pay or provide for all creditors claims. Although we will seek to have all third parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. There is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims against the trust account for monies owed them. Certain of our initial stockholders have agreed that they will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. The holders of the founder shares and private units will not participate in any redemption distribution with respect to their founder shares and private units, but may have any public shares redeemed upon liquidation. If we are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account, without taking into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our stockholders. Furthermore, our underwriters may seek recourse against the proceeds in the trust account relating to any future claims they may have against us. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. Therefore, the actual per-share redemption price may be less than approximately $10.00. We will pay the costs of any subsequent liquidation from interest accrued under the trust account (up to $50,000). If such funds are insufficient, certain of our initial stockholders have agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment for such expenses. We currently do not anticipate that such funds will be insufficient. Conflict of Interest Certain of our initial stockholders, officers and directors are affiliates of Roth and Craig-Hallum, the lead bookrunning managers in this offering. As a result, Roth and Craig-Hallum are deemed to have a conflict of interest within the meaning of Rule 5121 of the Financial Industry Regulatory Authority ( Rule 5121 ). Accordingly, this offering is being made in compliance with the applicable requirements of Rule 5121. Rule 5121 requires that a "qualified independent underwriter," as defined in Rule 5121, participate in the preparation of the registration statement and prospectus and exercise the usual standards of due diligence with respect thereto. BTIG, LLC has agreed to act as a "qualified independent underwriter" for this offering. BTIG, LLC will receive a fee of $100,000 upon the completion of this offering for acting as a qualified independent underwriter. We have agreed to indemnify BTIG, LLC against certain liabilities incurred in connection with acting as a "qualified independent underwriter," including liabilities under the Securities Act. In addition, no underwriter with a conflict of interest will confirm sales to any account over which it exercises discretionary authority without the specific prior written approval of the account holder. RISKS We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision on whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act, and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison to offerings of blank check companies subject to Rule 419 . You should carefully consider these and the other risks set forth in the section entitled Risk Factors beginning on page 17 of this prospectus.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001797099_ptk_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001797099_ptk_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d14e42eea0de9af9c32c2558e63e607243d02dd2
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001797099_ptk_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: we, us or our company refer to PTK Acquisition Corp.; our founders refer to Timothy Chen, Ker Zhang, John Hui, and Peter Kuo; insider shares refer to the 2,875,000 shares of common stock held or controlled by our sponsor (as defined below) prior to this offering, which include up to an aggregate of 375,000 shares of common stock subject to forfeiture by our sponsor to the extent that the underwriters over-allotment option is not exercised in full or in part; our insiders refer to our officers and directors, as of the date of this registration statement, and our sponsor; and our management or our management team refer to our officers and directors; Primerose refers to Primerose Development Group Ltd; private warrants refer to the 6,800,000 warrants we are selling privately to our sponsor in connection with the consummation of this Offering; our public shares refer to shares of common stock which are being sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and references to public stockholders refer to the holders of our public shares, including our insiders to the extent our insiders purchase public shares, provided that their status as public stockholders shall only exist with respect to such public shares; our sponsor refers to PTK Holdings LLC; our warrants or public warrants refer to the warrants which are being sold as part of the units in this offering; Except as specifically provided otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Certain financial information contained in this prospectus has been rounded and, as a result, certain totals shown in this prospectus may not equal the arithmetic sum of the figures that should otherwise aggregate to those totals. You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. Except as otherwise defined, $ refers to U.S dollars. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JULY 10, 2020 $100,000,000 PTK Acquisition Corp. 10,000,000 Units PTK Acquisition Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Our efforts to identify a target business will not be limited to a particular industry or geographic region, although we intend to focus on operating businesses in and around the high-tech industry in the United States. This is an initial public offering of our securities. Each unit that we are offering has a price of $10.00 and consists of one share of common stock, par value $0.0001, and one warrant, as described in more detail in this prospectus. We refer to the warrants included in the units as warrants or the public warrants . Each warrant entitles the holder thereof to purchase one half (1/2) of one share of common stock at a price of $11.50 per whole share, subject to adjustment as described in the prospectus. We will not issue fractional shares. As a result, you must exercise warrants in multiples of two warrants, at a price of $11.50 per full share, subject to adjustment as described in this prospectus, to validly exercise your warrants. Each warrant will become exercisable on the later of one year after the effective date of this registration statement or the consummation of an initial business combination, and will expire five years from the consummation of a Business Combination, or earlier upon redemption. If we are unable to consummate a business combination within 18 months from the closing of this offering, we will redeem 100% of the public shares using the funds in the trust account described below. In such event, the public warrants will expire and be worthless. We have also granted Chardan Capital Markets, LLC, the representative of the underwriters, a 45-day option to purchase up to an additional 1,500,000 units (over and above the 10,000,000 units referred to above) solely to cover over-allotments, if any. We will provide the holders of our outstanding shares of common stock that were sold as part of the units in this offering with the opportunity to redeem their shares of common stock upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below, including interest (net of taxes payable), divided by the number of then outstanding shares of common stock that were sold as part of the units in this offering, which we refer to as our public shares. Our sponsor, PTK Holdings LLC, which is jointly owned by our founders, has committed to purchase from us an aggregate of 6,800,000 warrants at a purchase price of $0.50 per warrant, or $3,400,000 in the aggregate. These purchases will take place on a private placement basis simultaneously with the consummation of this offering. A portion of the proceeds we receive from these purchases equal to $2,000,000 (or $2,300,000 if the over-allotment option is exercised in full) will be placed in the trust account as described in this registration statement so that at least $10.00 per share sold to the public in this offering is held in trust regardless of whether the over-allotment option is exercised in full or part. We refer to these warrants throughout this prospectus as the private warrants. Each private warrant is identical to the public warrants sold in this offering except the private warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by our sponsor or its permitted transferees. We have received an indication of interest from Primerose Development Group Ltd. ( Primerose ) to purchase up to 1,000,000 units in this offering. Primerose has also entered into an agreement with us providing that it will hold at least 1,000,000 shares of our common stock following our initial business combination. Primerose s commitment to hold at least 1,000,000 shares of our common stock following our initial business combination may be satisfied by a purchase of units in this offering, or by open market purchases of our shares or units prior to our initial business combination, or by a purchase (for $10.00 per share or up to $10,000,000 in the aggregate) in a private placement that would occur concurrently with the consummation of our initial business combination. There is presently no public market for our units, shares of common stock or warrants. We have applied to have our units listed on the NYSE American, or NYSE, under the symbol PTK.U . We cannot guarantee that our securities will be approved for listing on NYSE. The common stock and warrants comprising the units will begin separate trading on the 90th day following the date of this prospectus unless Chardan Capital Markets, LLC, the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading as described in this prospectus, the shares of common stock and warrants will be traded on NYSE under the symbols PTK, and PTK WS, respectively. We cannot assure you that our securities will continue to be listed on NYSE after this offering. Table of Contents General We are a blank check company formed under the laws of the State of Delaware on August 19, 2019. We were formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, which we refer to throughout this prospectus as our initial business combination, with one or more businesses or entities, which we refer to throughout this prospectus as a target business. To date, our efforts have been limited to organizational activities as well as activities related to this offering. Our efforts to identify a prospective target business will not be limited to any particular industry or geographic region, although we intend to focus our search on target businesses operating in the United States in the high-tech industry. We have not identified any acquisition targets. From the date of our incorporation through the date of this prospectus, there have been no communications, evaluations or discussions between any of our officers or directors and any of their contacts or relationships regarding a potential initial business combination with our company. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate. Our Founders and Competitive Advantages Our founders are Timothy Chen, Ker Zhang, Peter Kuo, and John Hui. Mr. Chen is China CEO of VIA Technologies, Inc. ( VIA Technologies ), a global leader in the development and manufacturing of integrated circuits, embedded technology platforms and systems, Mr. Zhang, is an entrepreneur in residence at Kleiner Perkins with extensive prior experience in high technology and Chairman of Crossbar Inc., a developer of innovative random-access memory technology. Mr. Kuo is Co-Founder and Partner at Canyon Bridge Capital Partners ( Canyon Bridge ), a private equity firm investing in technology companies and providing them with access to high-growth Asian markets. Mr. Hui is Chief Strategy Officer at Foxconn Technology Co Ltd ( Foxconn ), the leading multinational electronics manufacturing company. Our founders have more than 80 years of combined experience in technology investing. Mr. Zhang and Mr. Hui specialize in the hardware sector, while Mr. Chen and Mr. Kuo have extensive deal-making experience in M&A within the technology sector generally. The composition of our management team brings together complementary operational, technical and financial expertise required to identify and execute profitable investments on behalf of PTK Acquisition Corp. Mr. Chen oversees business development at VIA Technologies and is involved in ventures that range from premium content providers and hardware companies from the semiconductor level to systems integrators that enable the application of a wide variety technologies in end-use sectors including AI, IoT, computer vision, autonomous vehicles, healthcare, and smart city applications. Mr. Zhang is a technology hardware expert who holds three US patents and is involved in investment activities of HTC/VIA Group, Softbank China Venture and Shenzhen Capital Group. At Canyon Bridge, Mr. Kuo has been involved in complex change of control transactions, including the $750 million acquisition of Imagination Technologies. Prior to founding Canyon Bridge Mr. Kuo was a Managing Director at Lazard where he worked on transactions worth more than $100 billion. Mr. Hui founded PC manufacturing companies Everex and eMachines and he served as Chief Executive Officer of LCD manufacturer InFocus. Mr. Hui also worked as the Chief Strategy Officer at Foxconn. The combination of technical and financial expertise in the technology sector within our founder team puts us in a strong position to make profitable investments. We believe the experience of our founders, combined with their strong ties across industry, banking platforms, and unaffiliated investor relationships, will enhance our ability to source viable prospective target businesses, capitalize them, and ensure their public-market readiness. We believe that our founders breadth of experience will bolster our ability to thoroughly evaluate prospective candidates and successfully execute our initial business combination. Following the completion of our initial business combination, we believe our management and our independent directors will strengthen our ongoing operations by providing sound and experienced counsel on potential further acquisitions, divestitures, corporate strategy, and human resources. We believe that our management team is equipped with the knowledge, experience, capital and human resources, and sustainable corporate governance practices to pursue unique opportunities that will offer attractive risk-adjusted returns. Table of Contents We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, and therefore will be subject to reduced reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 24 in this prospectus for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Price to Public Underwriting Discounts and Commissions Proceeds, before Expenses, to us Per Unit $ 10.00 $ 0.55 (1) $ 9.45 Total $ 100,000,000 $ 5,500,000 $ 94,500,000 (1) Includes $3,500,000, or $0.35 per unit, equal to 3.5% of the gross proceeds of this offering (or $4,025,000 if the underwriters over-allotment option is exercised in full) payable to the underwriters as deferred underwriting discounts and commissions from the funds to be placed in the trust account described in this prospectus. The deferred underwriting discounts and commissions will be released to the underwriters upon consummation of an initial business combination, as described in this prospectus. If the business combination is not consummated, such deferred underwriting discounts and commissions will be forfeited by the underwriters. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions. Upon consummation of the offering, $10.00 per unit sold to the public in this offering (whether or not the underwriters over-allotment option has been exercised in full or part) will be deposited into a United States-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Such amount includes $3,500,000, or $0.35 per unit per unit (or $4,025,000 if the underwriters over-allotment option is exercised in full), payable to the underwriters as deferred underwriting discounts and commissions. Except as described in this prospectus, these funds will not be released to us until the earlier of the completion of our initial business combination and our redemption of the shares of common stock sold in this offering upon our failure to consummate a business combination within the required period. The underwriters are offering the units on a firm commitment basis. Chardan Capital Markets, LLC, acting as the representative of the underwriters, expects to deliver the units to purchasers on or about , 2020. Sole Book-Running Manager Chardan , 2020 Table of Contents Industry Opportunity Technology companies are fundamentally changing the world at an unprecedented pace by providing products and services that are establishing new markets, creating new experiences, and disrupting legacy industries. Key technological advances and practices such as cloud computing, data analytics and artificial intelligence platforms, open source software development, developer-focused software tools, and software-defined networking, storage and computing, are allowing technology companies to rapidly affect change in every major sector of the global economy. Spending by corporate and institutional information technology purchasers on products and services is projected to be approximately $3.9 trillion in 2020, according to Gartner. In addition to corporate and institutional markets, consumer gaming markets are also experiencing rapid growth. Electronic games are a pervasive element of popular culture and integral to the modern way of life to participants known as gamers. According to Newzoo International BV ( Newzoo ), a global provider of esports and gaming industry research, the number of active gamers is expected to grow from approximately 2.5 billion in 2018 to approximately 2.7 billion in 2021. Spending on gaming is the fastest growing segment within the global entertainment industry with a forecast CAGR of 9.0% from 2018 to 2022. We believe global expansion in consumer gaming, esports, and entertainment sectors will require constant improvements in hardware system to meet consumer demand. Agile technology companies have embraced opportunities to meet the demands of these large and dynamic institutional and consumer-oriented markets. Based on our management team and directors experience and relationships in the technology industry, we believe we have insight enabling us to identify attractive candidates for a business combination from the innovative private companies that continue to create hardware-oriented businesses and related services that are seeking access to public capital markets that will enable them to reach significant financial scale and create stockholder value. Corporate and institutional information technology markets. There are many segments of hardware and systems comprising forecast spending on IT by institutions. While we may seek a target in any sector, and will not be limited to targets in any of the following areas, certain areas are of particular interest to us based on the intersection of their forecast growth and our network of industrial relationships. Of the $3.9 trillion global IT product and services markets referred to above, devices and data center systems sectors that we consider to be hardware-focused are estimated to comprise 23% or approximately $884 billion, a target market in which our management team has deep experience and contacts. Edge Computing. The increasing deployment of sensors, software, and intelligent systems into a variety of sectors including building maintenance, manufacturing, logistics, municipal systems ( smart cities ) is leading to rapidly growing demand for remote intelligent monitoring and automation but also for hardware, platforms, and services related to edge computing moving processing capability as close to end-use points in order to reduce network latency in processing for real-time automated decision-making. According to MarketsandMarkets Research, the edge computing market is expected to grow at a CAGR of 26.5% from $2.8 billion in 2019 to $9.0 billion in 2024, a significant portion of which we expect to be related to hardware system and devices. Smart Transportation. According to ResearchAndMarkets.com, approximately 233 million connected cars are expected to be on the road around the world by 2020. Hardware and systems related to vehicle-to-vehicle and vehicle-to-grid connectivity will be needed to meet projected demand. According to Allied Market Research the market for technology and products related to autonomous vehicles is estimated to increase at a CAGR of 39.5% between $54 billion in 2019 and $556 billion in 2026. Innovative companies meeting the demand for rugged, low-weight, and reliable mobile processing and sensing systems may benefit from the growth in this sector. Smart Cities and Buildings. The application of sensors and local and distributed processing intelligence to improve the efficiency of building environmental, operations, and control systems is forecast to grow from $5.8 billion in 2016 to $61.9 billion in 2024 according to Zion Market Research. Spending on interconnected smart cities including links with sensing and processing intelligence between buildings, transportation networks, power grids, and other public and private systems is forecast by Grandview Research to grow at a CAGR of 18.9% from 2019 to 2025 when the global market would be approximately $238 billion. Table of Contents TABLE OF CONTENTS PAGE PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001797122_deac-nv_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001797122_deac-nv_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8d864e052daf244b9e0e4d9132a2ef6c38e4031d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001797122_deac-nv_prospectus_summary.txt
@@ -0,0 +1 @@
+SUMMARY OF THE PROSPECTUS 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001797762_kenongwo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001797762_kenongwo_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..37410fac654ba34e4b4ed5cf27938404c738d487
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001797762_kenongwo_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1 The Offering 3 Risk Factors 4 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 23 Use of Proceeds 23 Description of Business 24 Management s Discussion and Analysis of Financial Condition and Results of Operations 34 MANAGEMENT 43 PRINCIPAL SHAREHOLDERS 46 Certain Relationships and Related Transactions 47 DESCRIPTION OF SECURITIES 47 MARKET PRICE AND DIVIDENDS ON OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS 48 SHARES ELIGIBLE FOR FUTURE SALE 48 SELLING STOCKHOLDERS 49 PLAN OF DISTRIBUTION 50 LEGAL MATTERS 52 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 52 EXPERTS 52 INTERESTS OF NAMED EXPERTS AND COUNSEL 52 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION 52 WHERE YOU CAN FIND MORE INFORMATION 52 Financial Statements F-1 PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. To understand this offering fully, you should read the entire prospectus carefully, including the "Risk Factors" section, the financial statements and the notes to the financial statements. Unless the context otherwise requires, references contained in this prospectus to the "Company," "we," "us," or "our" refers to Kenongwo Group US, Inc. and its subsidiaries. Kenongwo Group US, Inc. ("we", "us", or the "Company") is an early stage company focused on the development, manufacture and commercialization of bamboo charcoal biomass organic fertilizers, amino acid water-soluble fertilizers, selenium-rich foliage fertilizers and other types of fertilizers through its subsidiary, Jiangxi Kenongwo Technology Co., Ltd. ("Jiangxi Kenongwo"), a company incorporated under the laws of the People s Republic of China (the "PRC"). Company Overview The Company was incorporated in the State of Nevada on October 17, 2018. On January 1, 2019, we acquired all of the issued and outstanding shares of Jiangxi Kenongwo pursuant to certain share transfer agreements with two former shareholders of Jiangxi Kenongwo (the "Share Transfer"). The Share Transfer was completed on January 9, 2019. As a result of the completion of the Share Transfer, Jiangxi Kenongwo became our wholly-owned subsidiary. We primarily engage in studying, developing, manufacturing and selling bamboo charcoal biomass organic fertilizers, amino acid water-soluble fertilizers, selenium-rich foliage fertilizers and other types of fertilizers in the PRC. The main raw materials that are used in our organic fertilizers include bamboo charcoal, bamboo vinegar, rapeseed dregs and organic selenium. Bamboo charcoal is carbonized from bamboo and it is an excellent fertilizer carrier that can slowly release the fertilizer substance and at the same time reduce the pollution in the soil. Bamboo vinegar is a liquid obtained by condensing the water volatile organics in Moso bamboo, which is released during the high temperature pyrolysis through our patented technology. Fermented rapeseed dregs are the component of organic materials, which can significantly impact the quality of soil. Selenium is an essential trace mineral that is important for many bodily processes. By adding organic selenium into our fertilizers and applying them to the crops, selenium can be well absorbed and converted, making the final agricultural products rich of selenium. Our fertilizers also provide optimum levels of primary plant nutrients which including multi-minerals, proteins and carbohydrates that promote the healthiest soils capable of growing the healthy crops and vegetables. It can effectively reduce the use of chemical fertilizers and pesticides as well as reduce the penetration of large chemical fertilizers and pesticides into the soil and thus avoid water pollution. Therefore, our fertilizer can effectively improve fertility of soil, and the quality and safety of agricultural products. We generated our revenue from the sales of our organic fertilizers. We currently have one integrated factory covering a land area of 143,590 square feet in Yichun City, Jiangxi Province, PRC to produce our organic fertilizers, which has been in operations since 2017. We plan to expand our production capacity and build an automatic and standardized production line. We believe that our brand reputation and ability to tailor our products to meet the requirements of various regions of the PRC affords us a competitive advantage. We purchase the majority of our raw materials from suppliers located in the PRC and use suppliers that are located in close proximity to our manufacturing facilities, which helps us to control our cost of revenue. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount to be Registered(1)(2) Proposed Maximum Offering Price Per Share (3) Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, $0.0001 par value 3,517,893 $ 0.10 $ 351,789 $ 45.66 * (1)Pursuant to Rule 416 under the Securities Act, the shares of common stock offered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions. (2)This registration statement covers the resale by the selling stockholders of the registrant of up to 3,517,893 shares of common stock previously issued to the selling stockholders as named in the prospectus. (3)Calculated pursuant to Rule 457(a) based on an estimate of the proposed maximum aggregate offering price. * Previously paid. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. China is the principal market for our products, which are primarily sold to farmers through distributors in over ten provinces in China, including Jiangxi, Hunan, Hubei, Fujian, Jiangsu, Shanghai, Zhejiang, Sichuan, Chongqing, Guangdong, Hainan, Xinjiang, Guizhou and Guangxi provinces. In 2019, the Company and two other individuals, Mr. Haijin Li and Mr. Weizhong Zhang, jointly formed Longyan Fuchi Agricultural Development Co., Ltd. ("Longyan") pursuant to a cooperation agreement dated April 27, 2019 (the "Cooperation Agreement"). According to the Cooperation Agreement, the Company and Mr. Zhang together shall invest RMB540,000 (approximately $77,510) to Longyan, which, in exchange, will result in the Company and Mr. Zhang owning 25% and 20% equity interest in Longyan, respectively. As of the date of this prospectus, the Company has invested RMB 200,000 (approximately $28,955) to and as a result owns 25% equity interest in Longyan. Longyan is an agricultural company with a primary focus on growing and selling passionfruit, in which the Company perceives excellent potentials in Fujian province. Pursuant to the Cooperation Agreement, the Company shall jointly manage Longyan with Mr. Li and Mr. Zhang. Our independent registered public accountant has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern as more fully described under Note 1 of the notes to the financial statements for the fiscal years ended December 31, 2019 and 2018. In addition, the Company has incurred a net loss of $123,589 for the three months ended March 31, 2020. As of March 31, 2020, the Company had an accumulated deficit of $324,364, working capital deficit of $395,955, and stockholders deficit of $30,281; its net cash used in operating activities for the three months ended March 31, 2020 was $63,860. Our Chief Executive Officer, Mr. Jianjun Zhong, beneficially owns approximately 74.4% of our issued and outstanding shares of common stock and therefore has the ability to control all matters submitted to stockholders for approval. We have not applied to register the shares in any state. An exemption from registration will be relied upon in the states where the shares are distributed and may only be traded in such jurisdictions after compliance with applicable securities laws. There can be no assurances that the shares will be eligible for sale or resale in such jurisdictions. We may apply to register the shares in several states for secondary trading; however, we are under no requirement to do so. Debt-to-Equity Conversion On September 5, 2019, the Company agreed to issue an aggregate of 2,887,893 shares of the common stock to 17 creditors to covert a debt of RMB716,161 (approximately $104,273) owed to such creditors by Jiangxi Kenongwo pursuant to certain debt-to-equity conversion agreements entered into by and among the Company, Jiangxi Kenongwo and such creditors. The issuance of our common stock is in reliance upon the exemption under Regulation S of the Securities Act. Equity Financing On October 16, 2019, the Company agreed to issue an aggregate of 606,922 shares of the common stock to a total of 41 investors for an aggregate purchase price of RMB 418,166 (approximately $60,692) in a private placement. In January 2020, the Company agreed to issue an aggregate of 1,300,000 shares of the common stock to two investors for an aggregate purchase price of RMB 897,000 (approximately $130,000) in a private placement. The issuance of our common stock is in reliance upon the exemption under Regulation S of the Securities Act. The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED AUGUST 6, 2020 Kenongwo Group US, Inc. 3,517,893 Shares of Common Stock This prospectus relates to the registration and resale of up to 3,517,893 shares of our common stock, par value $0.0001 per share, by the selling stockholders named in this prospectus at a fixed price of $0.10 per share for a total amount of up to $351,789 until such time, if ever, that our common stock is quoted on the OTC QB tier (the "OTCQB") under the OTC Markets Group. We will pay all expenses of registering the shares of common stock. We will not receive any proceeds from the sale of the common stock by the selling stockholders. There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority ("FINRA") for our common stock to be eligible for trading on the OTCQB. To be eligible for quotation, issuers must remain current in their quarterly and annual filings with the SEC. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTCQB or other quotation service. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with any information or to make any representations about us, the securities being offered pursuant to this prospectus or any other matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus. This prospectus will be updated and made available for delivery to the extent required by the federal securities laws. This investment involves a high degree of risk. You should purchase shares of common stock only if you can afford a complete loss. See "Risk Factors" beginning on page 4 to read about factors you should consider before investing in shares of our common stock. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE DATE OF THIS PROSPECTUS IS ______________ THE OFFERING This prospectus relates to the resale by the selling stockholders identified in this prospectus of up to 3,517,893 shares of common stock. The selling stockholders will sell their shares of common stock at the fixed price of $0.10 per share until such time, if ever, that the common stock is quoted on the OTCQB. We will not receive any proceeds from the sale of the shares of common stock by the selling stockholders. Common stock offered by the selling stockholders Up to 3,517,893 shares Determination of the Offering Price
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001797768_kinnate_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001797768_kinnate_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001797768_kinnate_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001798458_carriage_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001798458_carriage_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ca12c1d3acd59e5f79b6ae6b04c72da588e48e04
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001798458_carriage_prospectus_summary.txt
@@ -0,0 +1 @@
+summary provides an overview of certain information contained elsewhere in this Prospectus and does not contain all of the information that you should consider or that may be important to you. Before making an investment decision, you should read the entire Prospectus carefully, including the "Risk Factors" section and the financial statements and the notes to the financial statements. In this Prospectus, the terms "the "Company," "we," "us" and "our" refer to Carriage House Event Center, Inc., unless otherwise specified herein. General Carriage House Event Center, Inc. ("we, "us," "our," the "Company" or "Carriage House") was incorporated in the state of Colorado on June 26, 2010. On September 11, 2018, we formed a wholly owned subsidiary company, Blue Carriage Events, Inc. As of the date of this prospectus, we have not conducted any business through the Company or through our subsidiary. Our principal executive offices are located at 6521 Ocaso Drive, Castle Pines, Colorado, 80108 Telephone 303-730-7939. OPERATIONS The Company was formed for the purpose of researching and developing a concept of an Event Center with many additional associated businesses on the grounds of the Event Center. "Event" and "Event Center". Whether it be a wedding reception, business meeting, corporate party, convention, sports party, birthday party, Bar Mitzvah, or another type of event where there is a group of people. It involves anything from a small group to a very large crowd. An "Event Center" can be any operating facility capable of hosting events of various sizes, from a restaurant with large meeting rooms, or a hotel with a ballroom and a number of meeting rooms, a club building, and many other types of facilities including a building dedicated solely to catering to events. The term "Event Center, however, is usually applied to the latter, a facility solely dedicated to catering to events. THE CONCEPT OF CARRIAGE HOUSE EVENT CENTER IS TO HAVE ALL SERVICES REQUIRED FOR A WEDDING OR OTHER EVENTS IN A SINGLE LOCATION. To validate the overall concept, an outside research firm, American Business Institute, was retained first in 2012 and 2013 and again 2018 and 2019 to research and update the following with an emphasis on: Event Centers Photography Dry Cleaners Brides Clothing & Travel Agency Bakery Accessories Caterers Restaurants Tuxedo Rental Gift Shop Wedding Planners Florist Music Limousine Beauty salon Hotel Stationary & Invitation Several years of in-depth research has been completed around the concept. Contacts have been made with businesses in the above categories and contingent commitments made to participate in the overall concept, when completed. See "DESCRIPTION OF OUR BUSINESS" on page 18. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED APRIL 20, 2020 The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission ("SEC") is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS CARRIAGE HOUSE EVENT CENTER, INC. Up to a maximum of 1,000,000 Shares of Common Stock at $0.10 per share Carriage House Event Center, Inc. ("we", "us", or the "Company") is offering for sale a maximum of 1,000,000 shares of its common stock, par value $0.001 per share, at the purchase price of $0.10 per common share. If all shares are sold the maximum gross proceeds will total $100,000, and the maximum net proceeds will total approximately $75,000. The offering will commence of the effective date of this Prospectus and will terminate on or before the _____ day of __________, 2020. This is the initial offering of common stock of Carriage House Event Center, Inc. No public market currently exists for our securities or the shares being offered. We are offering for sale a total of 1,000,000 shares of common stock on a "self-underwritten" basis, which means the shares will be offered and sold by our two officers and directors, without any commissions being paid to them for any shares sold. We do not intend to engage the services of an underwriter to sell any of the shares and there is no guarantee we will be able to sell all of the shares being offered. The shares are being offered at a fixed price of $0.10 per share for a period not to exceed 180 days from the date of this Prospectus unless extended by our Board of Directors. There is no minimum number of shares that must be sold by us for the offering to close, and we will retain the proceeds from the sale of any of the offered shares that are sold. In offering the securities on our behalf, they will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934 (the "Exchange Act"). The intended methods of communication include, without limitation, telephone, email and personal contacts. Since there is no minimum amount of shares that must be sold by us, we may not receive any proceeds or very minimal proceeds from the offering and potential investors may end up holding shares in a company that: has not received enough proceeds from the offering to expand operations; and has no market for its shares. See "RISK FACTORS." The proceeds from the sale of the shares in this offering will be payable to us. All subscription agreements and checks are irrevocable and should be delivered to us at the address provided in the Subscription Agreement (see Exhibit 10.3). We may use the proceeds from this offering as the proceeds are received. We will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers approximately 30 days after the close of the offering or as soon thereafter as practicable. Our only asset as of the date of this prospectus is our cash in the bank of approximately $32,688 at December 31, 2019. We have not had sales or profits but have incurred net losses from our inception in June 26, 2010 through December 31, 2019, and may continue to incur losses as we execute our strategies and may never attain profitability. If we fail to execute our business strategy or if there is a change in the demand for event centers or market conditions, or any other assumptions we used in formulating our business strategy, our long-term strategy may not be successful and we may not be able to achieve and/or maintain profitability. These and other factors raise substantial doubt by our auditors about our ability to continue as a going concern, which has been expressed in their audit opinion. As of the date of this Prospectus our management only devotes approximately 20-30 hours in the aggregate per week to our affairs. These hours may increase if and when our business activity increases, of which there is no assurance. Additionally, our management owns in excess of a majority of our outstanding Common Stock and will continue to own over a majority of our outstanding shares even if all of the shares being offered herein are sold. As a result, they have the ability to determine the outcome on all matters requiring approval of our shareholders, including the election of directors and approval of significant corporate transactions. See "RISK FACTORS." Our financial statements accompanying this Registration Statement have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We incurred net losses of $37,883 during the fiscal year ended December 31, 2019 and of $4,776 during the fiscal year 2018. We have no revenues since our inception. Our operations have been sustained by loans from affiliated parties. Total stockholders equity at December 31, 2019 was ($70,812). If we fail to raise the necessary capital in the future to execute our business plan, our long-term strategy may not be successful, and we may not be able to achieve and/or maintain profitability. While our current burn rate is nominal, it is expected that our costs of operations will increase significantly due primarily to the costs associated with being a reporting company. Based upon our current business plan, we may continue to incur losses in the foreseeable future and there can be no assurances that we will ever establish profitable operations. These and other factors raise substantial doubt by our auditors about our ability to continue as a going concern. See "RISK FACTORS." Following is a brief summary of this offering. Please see the Plan of Distribution section for a more detailed description of the terms of the offering. Common stock outstanding 4,150,000 Common stock being sold in this offering 1,000,000 shares of common stock, par value $0.001 Control of our Company Our management and affiliates currently own all of our issued and outstanding common stock and will continue to own sufficient common shares to control our operations after this offering, irrespective of its outcome. Offering Price per Share $0.10 Net Proceeds to Company $75,000 Termination of the Offering The offering will commence on the effective date of this Prospectus and will terminate on or before ________, 2020. Market for our Common Stock There is presently no public market for our common stock. We anticipate applying for the quotation of our common stock on the OTC Markets upon the effectiveness of the registration statement of which this Prospectus forms a part. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority ("FINRA"), or that our application to list our common stock for trading will be approved. Use of Proceeds We intend to use the proceeds from the sale of our Stock for working capital. Sale of Shares The stock will be sold without the services of an underwriter by our President and Director, A. Terry Ray, and our Secretary, Janel Ray. They will attempt to sell the shares to friends, family members and acquaintances and will receive no compensation for their efforts. They will not purchase any shares in this offering. We have no present plans to be acquired or to merge with another company nor do we or any of our shareholders have any plans to enter into a change of control or similar transaction. The offering price of the common stock has been determined arbitrarily and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings, if any, or net worth. Our CEO and sole director owns 98.8% of the Company s issued and outstanding common stock and, assuming 50% and 100% of the shares offered for sale in this offering are sold, she will own approximately 88.2 and 79.6%, respectively, and still have a majority of the voting power. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. We are an "emerging growth company" as defined under the federal securities laws and are subject to reduced public company reporting requirements. Our auditors have indicated in their opinion on our financial statements as of and for the year ended December 31, 2019 that there exists substantial doubt as to our ability to continue as a going concern. Moreover, we are an early stage venture with limited operating history. As such, this offering is highly speculative and the common stock being offered for sale involves a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. You are encouraged to reference the section entitled "Risk Factors" commencing on page 5, before buying any shares of the Company s common stock. for additional information regarding the risks associated with our company and common stock. Neither the U.S. Securities and Exchange Commission nor any state securities division has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Our securities are not currently listed on any exchange. Immediately following completion of this offering, we plan to contact a market maker to apply to have the shares listed and quoted on the OTC Markets; however, we cannot guarantee that our application will be accepted or approved. As of the date of this filing, there have been no discussions or understandings between us, or anyone acting on our behalf, with any market maker regarding participation in a future listing of our securities. The date of this prospectus is ___ __, 2020. Emerging Growth Company We are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest of: The last day of our fiscal year during which we had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more; The last day of our fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective IPO registration statement; The date on which we have, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or The date on which we are deemed to be a , ' ': large accelerated filer , as defined in section 240.12b-2 of title 46, Code of Federal Regulations, or any successor thereto. As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment and the effectiveness of the internal control structure and procedures for financial reporting. As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. These exemptions are also available to us as a Smaller Reporting Company. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. SELECTED FINANCIAL INFORMATION The following selected financial data should be read in conjunction with our financial statements and the related notes to those statements included in "FINANCIAL STATEMENTS" and with "MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" appearing elsewhere in this Prospectus. The selected financial data has been derived from our audited and unaudited, reviewed financial statements. Consolidated Balance Sheet: Statement of Operations: Year Ended December 31, 2019 2018 Revenues $0.0 $0.0 Total operating expenses $37,833 $5,176 Net income (loss) $(37,833) $(4,776) Net income (loss) per share $(0.00)* $0.00* *denotes net income or (loss) per common share of less than $0.01 per share. Balance Sheet: Year Ended December 31, 2019 Year Ended December 31, 2018 Cash $32,688 $8,571 Total assets $32,688 $8,571 Total liabilities $103,500 $41,500 Total stockholders equity $(70,812) $(32,929) We have no off-sheet balance arrangements or obligations or other interests that could affect finances or operations. Other than the shares offered by this Prospectus, no other source of capital has been identified or sought.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001799208_dun_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001799208_dun_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..60ab9ad3d5165048617f4d6f13eddf1f768bde4b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001799208_dun_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights certain significant aspects of our business and this offering. This is a summary of information contained elsewhere in this prospectus, is not complete and does not contain all of the information that you should consider before making your investment decision. Unless the context indicates otherwise, all references herein to "Dun & Bradstreet," "D&B," the "Company," "we," "us" and "our" refer to (i) The Dun & Bradstreet Corporation and its consolidated subsidiaries prior to the Take-Private Transaction described herein and (ii) Dun & Bradstreet Holdings, Inc. and its consolidated subsidiaries following the Take-Private Transaction described herein. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from future results contemplated in the forward-looking statements as a result of certain factors such as those set forth in the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements." You should carefully read the entire prospectus, including the information presented under "Risk Factors," "Cautionary Note Regarding Forward-Looking Statements," "Selected Historical Consolidated Financial Data," "Unaudited Pro Forma Condensed Combined Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements and related notes presented elsewhere in this prospectus. Our Company Dun & Bradstreet is a leading global provider of business decisioning data and analytics. Our mission is to deliver a global network of trust, enabling clients to transform uncertainty into confidence, risk into opportunity and potential into prosperity. Clients embed our trusted, end-to-end solutions into their daily workflows to inform commercial credit decisions, confirm suppliers are financially viable and compliant with laws and regulations, enhance salesforce productivity and gain visibility into key markets. Our solutions support our clients' mission critical business operations by providing proprietary and curated data and analytics to help drive informed decisions and improved outcomes. We are differentiated by the scale, depth, diversity and accuracy of our constantly expanding business database, known as our "Data Cloud," that contains comprehensive information on more than 360 million total businesses as of March 31, 2020. Access to longitudinal curated data is critical for global commerce, and with only a small percentage of the world's businesses filing public financial statements, our data is a trusted source for reliable information about both public and private businesses. By building such a set of data over time, we were able to establish a unique identifier that creates a single thread connecting related corporate entities allowing our clients to form a holistic view of an enterprise. This unique identifier, which we refer to as the D-U-N-S Number, is a corporate "fingerprint" or "Social Security Number" of businesses. We believe that we are the only scale provider to possess both worldwide commercial credit data and comprehensive public records data that are linked together by a unique identifier allowing for an accurate assessment of public and private businesses globally. Leveraging our category-defining commercial credit data and analytics, our Finance & Risk solutions are used in the critical decisioning processes of finance, risk, compliance and procurement departments worldwide. We are a market leader in commercial credit decisioning, with many of the top businesses in the world utilizing our solutions to make informed decisions when considering extending business loans and trade credit. We are also a leading provider of data and analytics to businesses looking to analyze supplier relationships and more effectively collect outstanding receivables. We believe our proprietary Paydex score, a numerical indicator based on promptness of a business's payments to its suppliers and vendors, is widely relied upon as an important measure of credit health for businesses. We are well positioned to provide accessible and actionable insights and analytics that mitigate risk and uncertainty, and ultimately protect and drive increased profitability for our clients. Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 trade names, service marks or copyrights appearing in this prospectus are the property of their respective owners. Market and Industry Information Unless otherwise indicated, market data and industry information used throughout this prospectus is based on management's knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management's review of independent industry surveys and publications, other publicly available information prepared by a number of sources, including IDC Research, Inc. ("IDC"). All of the market data and industry information used in this prospectus involves a number of assumptions and limitations and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, neither we nor the underwriters can guarantee the accuracy or completeness of this information and neither we nor the underwriters have independently verified this information. While we believe the estimated market position, market opportunity and market size information included in this prospectus is generally reliable, such information, which is derived in part from management's estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors," "Cautionary Note Regarding Forward-Looking Statements" and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. Table of Contents Our Sales & Marketing solutions combine firmographic, personal contact, intent and non-traditional, or "alternative," data, such as foot traffic, website usage, social media posts, online browsing activity and shipping trackers, to assist clients in optimizing their sales and marketing strategy by cleansing customer relationship management ("CRM") data and narrowing their focus and efforts on the highest probability prospects. As global competition continues to intensify, businesses need assistance with focusing their sales pipelines into a condensed list so that they can have their best sellers target the highest probability return accounts. We provide invaluable insights into businesses that can help our clients grow their businesses in a more efficient and effective manner. We leverage these differentiated capabilities to serve a broad set of clients across multiple industries and geographies. We have a global client base of approximately 135,000, including some of the largest companies in the world. For example, in 2019, our client base included approximately 90% of the Fortune 500, approximately 80% of the Fortune 1000 and approximately 60% of the Global 500. Covering nearly all industry verticals, including financial services, technology, communications, government, retail, transportation and manufacturing, our data and analytics support a wide range of use cases. In terms of our geographic footprint, we have an industry-leading presence in North America, a growing presence in the United Kingdom, Ireland, India and Greater China through our majority or wholly-owned subsidiaries and a broader global presence through our Worldwide Network ("WWN") alliances. We believe that we have an attractive business model that is underpinned by highly recurring, diversified revenues, significant operating leverage, low capital requirements and strong free cash flow. The proprietary and embedded nature of our data and analytics solutions and the integral role that we play in our clients' decision-making processes have translated into high client retention and revenue visibility. For example, 20 of our top 25 clients by revenue for the twelve months ended December 31, 2019 have been our clients for over 20 years. We also benefit from strong operating leverage given our centralized Data Cloud and solutions, which allow us to generate strong contribution margins and free cash flow. Our Transformation Over the course of our history, we have earned the privileged position of leadership and trust within the industries we serve. However, over the past decade, operational and execution issues led to stagnant revenue growth and declining profitability. Identifying an opportunity to unlock Dun & Bradstreet's potential, the Investor Consortium led by William P. Foley II at Bilcar, LLC ("Bilcar"), Thomas H. Lee Partners, L.P. ("THL"), Cannae Holdings, Inc. ("Cannae"), Black Knight, Inc. ("Black Knight") and CC Capital Partners, LLC ("CC Capital" and together with Bilcar, THL, Cannae and Black Knight, the "Investor Consortium"), acquired Dun & Bradstreet in the Take-Private Transaction, as described below, in February 2019. William P. Foley II, who was appointed as our Chairman, has extensive experience in industry consolidation and delivering shareholder value. As a pre-eminent operator, Mr. Foley has led four separate multi-billion dollar public market platforms with over 100 acquisitions across diverse platforms including Fidelity National Financial, Inc. ("FNF"), Fidelity National Information Services, Inc. ("FIS"), Black Knight, Ceridian HCM Holding Inc. ("Ceridian") and FGL Holdings Inc. ("FGL Holdings"). As Founder, former CEO, and now Chairman of FNF, Mr. Foley, has built the largest title insurance company, growing equity value from $3 million to $13 billion at its peak. His proven track record is driven by his value creation playbook, which is highlighted by identifying cost savings, undertaking strategy shifts, eliminating siloed organizational structures and accelerating product expansion. Coupled with Mr. Foley's exceptional track record of optimizing go-to-market organizations, executing strategic acquisitions and investing in growth, the value creation playbook has been substantiated by Mr. Foley's history of superior shareholder returns through consistently exceeding initial synergy estimates, as demonstrated by an average synergy realization of 1.4x the initial forecast. Dun & Bradstreet Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 7320 (Primary Standard Industrial Classification Code Number) 83-2008699 (I.R.S. Employer Identification Number) 103 John F. Kennedy Parkway Short Hills, New Jersey 07078 (973) 921-5500 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Joe A. Reinhardt III Chief Legal Officer 103 John F. Kennedy Parkway Short Hills, New Jersey 07078 (973) 921-5500 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Table of Contents He also has an exceptional track record of recruiting and developing leaders to implement his transformation initiatives. At Dun & Bradstreet, Mr. Foley and the rest of the Investor Consortium immediately brought in a new senior leadership team that includes Anthony M. Jabbour as our Chief Executive Officer, Dr. Stephen C. Daffron as our President, Bryan T. Hipsher as our Chief Financial Officer, Joe A. Reinhardt III as our Chief Legal Officer and Kevin Coop as our Chief Commercial Officer. The senior leadership team brings extensive experience and a proven track record of driving long-term stockholder value creation through transformation and growth initiatives. Together, they identified new leaders for each business unit, including Andrew Hausman, President, Finance & Risk, Michael C. Bird, President, Sales & Marketing and Neeraj Sahai, President, International, and several of our corporate support functions, including Dr. Suchitra "Bobby" Gupta as Chief Analytics Officer, Gary Kotovets as Chief Data Officer, Thomas Rauker as Chief Operations Officer and Gil Shaked as Chief Technology Officer. The senior leadership team immediately commenced a comprehensive transformation to improve and revitalize our business for long-term success. They saw significant opportunity to create value by transforming the organization and improving the platform with new business unit leaders, enhanced technology and data, solution innovation and a client-centric go-to-market strategy. To capitalize on the opportunities identified, we are investing in several strategic initiatives that we believe will allow Dun & Bradstreet to achieve its fullest potential. Realigning Management and Organization We immediately reorganized our management and operating infrastructure into vertically aligned business units to increase focus and accountability. As a result of this realignment, 18 of the 19 executives, or 95%, and 30 of the 46, or 65%, members of the broader leadership team are new or in a new role, with nearly half of all employees reporting to a new leader. Our total employee turnover was approximately 1,500 and our leadership was able to identify and eliminate ineffective headcount resulting in a net employee reduction of approximately 850, or 17% of total employees. We will continue to optimize our organizational structure and make targeted hires to build out our team at all levels. Optimizing Go-to-Market and Client Service We have revamped our sales commission plans to more appropriately incentivize sales of long-term contracts and the cross-selling of additional solutions rather than focusing on the annual renewal of existing contracts. We have begun to systematically track and monitor service metrics and key service performance indicators to more effectively assist our clients. Driven by the implementation of multi-year incentives, during the twelve months ended December 31, 2019, the number of multi-year contracts in our North America segment was approximately 2%, an increase of 87% over the prior period. In addition, total contract value increased by 39% over the prior period, while negative client complaints have declined. Copies to: Alexander D. Lynch, Esq. Barbra J. Broudy, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 (Phone) (212) 310-8007 (Fax) Marc D. Jaffe, Esq. Ian D. Schuman, Esq. Stelios G. Saffos, Esq. Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1894 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. Table of Contents Simplifying and Scaling Technology We are continuing to make investments in modernizing our infrastructure and optimizing our architecture to increase control, create efficiencies and greatly enhance the ability of our platforms to scale. We have begun the re-architecture of our technology platform to enhance our ability to organize and process high volumes of disparate data, increase system availability and improve delivery, while lowering our overall cost structure and ensuring information security. We continue to work towards evolving Dun & Bradstreet into a platform with the ability to seamlessly add and integrate new data sets and analytical capabilities into our simplified and scaled technology infrastructure. Expanding and Enhancing Data We have reoriented our approach towards better ingesting all available data to effectively leverage previously disregarded sources of data and thereby improve the consistency, accuracy and predictive power of our solutions. We are also expanding the volume of the data we are able to offer by increasing our coverage of small- and medium-sized businesses ("SMBs") and incorporating new, alternative data sets to expand the breadth of companies covered and depth of information we are able to provide clients. We have implemented a data watch program (the "Data Watch Program") to proactively monitor and repair issues before clients experience them. Strengthening Analytics and Insights We have strengthened our analytics by leveraging our artificial intelligence capabilities and expanded data sets and growing our analytics team. Improvements in analytics are enabling us to create solutions that produce greater insights and more predictive results. Enhanced analytics enable us to provide easy to implement end-to-end solutions; by creating configurable, rather than customizable, analytics solutions, we believe that we can increase the adoption of solutions by our clients and expand the size of our client base. Our transformation strategy is based on a proven playbook of enhancing stockholder value through organizational re-alignment and re-investment and is well underway. As of March 31, 2020, these initiatives have resulted in approximately $206 million of net annualized run-rate savings, and we believe there are incremental opportunities to further rationalize our cost structure. In light of the changes that have been made or identified by our experienced operator-driven Investor Consortium and seasoned management team, we believe we are well-positioned to execute on our near- and long-term strategy of driving stockholder value through consistent revenue growth, managing cost initiatives and innovating and improving the way we add value and solve the increasingly challenging and complex needs of our clients. Our Market Opportunity Businesses rely on business-to-business ("B2B") data and analytics providers to extract data-driven insights and make better decisions. For example, in commercial lending and trade credit, the scarcity of readily available credit history makes the extension of credit a time-consuming and imprecise process. In procurement, businesses face increasingly complex and global supply chains, making the assessment CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee(3) Common stock, par value $0.0001 per share 75,612,500 $21.00 1,587,862,500 $206,104.56 (1)Includes the price of additional shares of common stock that the underwriters have the option to purchase to cover overallotments, if any. (2)This amount represents the proposed maximum aggregate offering price of the securities registered hereunder. These figures are estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. (3)Previously paid. Table of Contents of compliance and viability of all suppliers prohibitively difficult and expensive if not conducted effectively. In sales and marketing, businesses have benefitted from the proliferation of CRM, Marketing Automation and Sales Acceleration tools designed to help identify, track and improve both customer management and prospecting growth activities. While these tools are helping to fill sales funnels and improve the progression of opportunities, key challenges remain in salesforce productivity, effective client segmentation and marketing campaign activation. Common stumbling blocks include incorrect, or outdated, contact information, duplicated or inaccurate firmographic data and a lack of synchronization between the various platforms in the marketing technology ecosystem. We help our clients solve these mission critical business problems. We believe the total addressable market ("TAM") in which we operate is large, growing and significantly underpenetrated. We participate in the big data and analytics software market, as defined by IDC, which represents a collection of software markets that functionally address decision support and decision automation. This market includes business intelligence and analytics tools, analytic data management and integration platforms and analytics and performance management applications. IDC estimates worldwide revenues of big data and analytics software to be approximately $67 billion in 2019. Within the broader market of data and analytics solutions, we serve a number of different markets, including the commercial credit data, sales and marketing data and Governance, Risk and Compliance ("GRC") markets to provide clients with decisioning support and automation. As we continue to drive innovation in our solutions, we expect to address a greater portion of this TAM as new use cases for our data assets and analytical capabilities are introduced. We believe there are several key trends in the global macroeconomic environment generating additional growth in our TAM and increasing the potential demand for our solutions: Growing Recognition of Analytics and Data-Informed Business Decisioning. Due to the pervasive digital transformation that nearly all industries are experiencing, businesses are increasingly recognizing the value of incorporating data-driven insights into their organizations. Businesses are leveraging the advancements of technology in data creation and interpretation to analyze business practices with the aim of improving efficiency, reducing risk and driving growth. We expect companies will continue to recognize the value in relying on insightful and accurate B2B data in their finance and credit decisioning, regulatory and compliance and sales and marketing workflows. Growth in Data Creation and Applications. As a result of the increasing recognition of data's value, the volume of data sets being collected and assembled today is increasing. Not only is the size of these data sets larger than ever, but also the data being collected covers a wider range of topics and subjects. Driven in large part by the global trend of an "Internet of Things," the proliferation of mobile phones and connected devices has created a "digital exhaust" of data that can be captured and tracked. This alternative data can be incorporated in predictive models alongside traditional data to provide more sophisticated and accurate business insights. Businesses now have a massive amount of data at their fingertips but often have to rely on large scale providers to help them curate, match, append and create insights in order to convert that data into improved outcomes. Advances in Analytical Capabilities Unlocking the Value of Data. The combination of increasingly available data sets with effective artificial intelligence and machine learning capabilities allows for the generation of mission critical insights integrated into clients' workflows. Businesses that lack the resources for developing these complex tools and solutions internally turn to data and analytics providers, creating market demand. The availability of more insightful analytical tools, in turn, drives growing recognition of the power of analytics in everyday business processes. Heightened Compliance Requirements in an Evolving Regulatory Environment for Business. Businesses today are under intense scrutiny to comply with an ever-expanding and evolving set The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents of data regulatory requirements, which can vary by geography and industry served. Performing adequate diligence on clients and suppliers can be cumbersome and dampen the pace of business expansion, or worse, leave a business exposed to expensive fines and penalties. Regulations such as the Fifth EU Anti-Money Laundering Directive, Office of Foreign Assets Control's ("OFAC's") Anti-Money Laundering Policy and the United States Department of Justice Foreign Corrupt Practices Act require businesses to take the necessary steps to comply in an efficient manner. Recently, regulations such as the EU General Data Protection Regulation ("GDPR") and the California Consumer Privacy Act of 2018 (the "CCPA") have also introduced complexity into the collection and use of data by businesses. Manual processes are burdensome and prone to human error, and therefore demand for data and analytics as a solution continues to increase. As a leading provider of data and analytics, we have witnessed the emergence and development of these trends firsthand. We believe that due to our differentiated capabilities and our privileged position as a tenured incumbent, we are well positioned to capture this market opportunity and benefit from these long-term trends. Our Solutions The defining characteristic of our solutions is the breadth and depth of our combined proprietary and curated public data and actionable analytics that help drive informed decisions for our clients. Our Data Cloud is compiled from approximately 16,000 sources, as well as from data collected by our 15 WWN alliances, resulting in data sourced from 243 countries and territories worldwide. We believe that we are uniquely able to match data to its corresponding entity, and have extensive related intellectual property with approximately 100 of our 210 patents dedicated to this function. Our capabilities in matching and identity resolution enable us to make sense of our vast universe of data, turning chaos into order. Since 1963, we have tracked these businesses by assigning unique identifiers (known as a D-U-N-S Number) to all companies in our data set. The D-U-N-S Number is recommended and, in many cases required, by over 240 commercial, trade and government organizations. This privileged position in the market has allowed us to commercialize the creation and monitoring of D-U-N-S Numbers by suppliers, which in turn feeds additional proprietary data into our platform. Data is only valuable when it drives action that moves an organization towards its goals. Underpinned by an integrated technology platform, our solutions derive data-driven insights that help clients target, grow, collect, procure and comply. We provide clients with both curated bulk data to incorporate into their internal workflows and end-to-end solutions that generate insights from this data through configurable analytics. The chart below illustrates the comprehensive, end-to-end nature of our solutions, which are organized into two primary areas: Finance & Risk and Sales & Marketing. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, Dated June 26, 2020 PRELIMINARY PROSPECTUS 65,750,000 Shares Dun & Bradstreet Holdings, Inc. Common Stock Table of Contents Finance & Risk Our Finance & Risk solutions are mission critical to our clients as they seek to leverage the data sets and analytics from our platform to manage risk, minimize fraud and monitor their supply chain. Top commercial enterprises in the world utilize our configurable solutions to make better decisions when considering small business loans, extending trade credit, analyzing supplier relationships and collecting outstanding receivables. Our Finance & Risk solutions help clients increase cash flow and profitability while mitigating credit, operational and regulatory risks by helping them answer questions such as: Does my business credit file reflect the true health of my business? Will this customer pay me on time? How can I prioritize and automate my collections process? How can I automate credit decisions across my portfolio? How do I accelerate Know Your Customer ("KYC") / Anti-Money Laundering ("AML") due diligence while maintaining compliance with regulatory requirements? How do I ensure my firm is properly using corporate linkage and beneficial ownership to ensure conflict checks are accurate? How do I efficiently onboard third-parties using a risk-based assessment tool that offers monitoring? How do I protect against the risk of supply chain interruptions and identify alternative suppliers? This is an initial public offering of shares of common stock of Dun & Bradstreet Holdings, Inc. All of the 65,750,000 shares of common stock are being sold by us. Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $19.00 and $21.00. We have applied to have our common stock listed on the New York Stock Exchange ("NYSE") under the symbol "DNB." Following this offering and the concurrent private placement, affiliates of the Investor Consortium (as defined on page 2 of this prospectus) are expected to hold approximately 65.8% of the voting power of our outstanding common stock, or 64.2%, if the underwriters' option to purchase additional shares is fully exercised, assuming an initial public offering price of $20.00 per share (the midpoint of the price range set forth above). As a result, the Investor Consortium may be able to designate a majority of the board of directors even if they own less than 50% of the voting power of our common stock. As a result, the Investor Consortium will be able to exercise significant voting influence over fundamental and significant corporate matters and transactions. Therefore, we will qualify as a "controlled company" within the meaning of the corporate governance rules of the NYSE. See "Risk Factors Risks Related to Our Initial Public Offering and Ownership of Our Common Stock," "Management Director Independence and Controlled Company Exemption" and "Principal Stockholders." DNB Holdco, LLC, a subsidiary of one of the existing members of the Investor Consortium, Black Knight InfoServ, LLC, a subsidiary of one of the existing members of the Investor Consortium, and CC Star Holdings, LP, a subsidiary of one of the existing members of the Investor Consortium, have each entered into an agreement with us pursuant to which they have agreed to purchase $200.0 million, $100.0 million and $100.0 million, respectively, of our common stock in a private placement at a price per share equal to 98.5% of the initial public offering price. This transaction is contingent upon, and is scheduled to close immediately subsequent to, the closing of this offering. Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 28 to read about factors you should consider before buying shares of our common stock. Table of Contents Sales & Marketing Our Sales & Marketing solutions help businesses discover new revenue opportunities and accelerate growth by extending the use cases of our data and analytics platform. By adding our proprietary business data set to our personal contact, intent and non-traditional data, we are able to provide a single view of the prospective customer. Our Sales & Marketing solutions extend beyond simple contact data and enable clients to automate data management and cleansing, unmask and track website visitors and activate digital ads based on segmented prospect data. This helps our clients optimize their sales and marketing functions and narrow their focus on the highest probability businesses in order to answer questions such as: How can I confirm the accuracy of my data? How do I integrate data between disparate systems? How do I eliminate duplicate records and populate anonymous accounts? How do I generate higher value leads while spending less? How do I provide a consistent nurturing experience for strategic accounts across channels? How can I identify anonymous web traffic to reveal new opportunities and personalize campaigns? How do I implement effective lead scoring to identify the right prospects to target? How do I ensure every sales conversation is timely, impactful and relevant? How do I improve close rates, sales cycles and rep productivity? Our Competitive Strengths Market Leadership with the Most Comprehensive Commercial Credit Database We are the category-defining player in the market for B2B credit decisioning data and analytics. We believe our long operating history uniquely qualifies and positions us to address the commercial data-driven decisioning needs of our clients due to the breadth and depth of our proprietary Data Cloud. Our Data Cloud includes more than 360 million businesses globally and extends far beyond those for which data is publicly available. The D-U-N-S Number is a widely recognized identifier and is a policy-driven requirement for the process of supplying trade credit for many businesses and governments. Our strategic relationships with our global WWN alliances provide us with international data in our global database, known as WorldBase, which we view as a key competitive strength in serving both U.S. and international businesses. The contributory nature of our Data Cloud, where we typically obtain updated information at little or no cost and own most of our data, creates a strong network effect that we believe gives us an expanding competitive advantage over other market participants or potential entrants. Our Data Cloud is also differentiated in our ability to track corporate linkages of child-to-parent organization relationships to help clients better understand commercial relationships and make better informed decisions with a more holistic view of the business. Innovative Analytics and Decisioning Capabilities Driving End-to-End Solutions In a world of increasing data access, the value proposition for companies like ours is shifting from the provision of core data to the generation of analytical insights to inform decisioning processes and optimize workflows, across interrelated business activities. Our end-to-end solutions cover a comprehensive spectrum of use cases across the lifecycle of our clients' businesses. These use cases continue to evolve as we find additional ways to derive insights from our data. We believe our configurable solutions, in combination with our proprietary Data Cloud, are a key competitive Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents advantage for us and allow us to effectively compete across the entire commercial data and analytics landscape. Deep Relationships with Blue Chip Clients With our leading data and analytical insights, we serve many of the largest enterprises in the world, including approximately 90% of the businesses in the Fortune 500, approximately 80% of the Fortune 1000 and approximately 60% of the Global 500 during 2019. Our client base is diversified across size, industry and geography and features minimal concentration. In 2019, no client accounted for more than 5% of revenue, and our top 50 clients accounted for approximately 25% of revenue. We have held relationships with 20 of our top 25 clients by revenue for the twelve months ended December 31, 2019 for more than 20 years, which reflects how deeply embedded we are in their daily workflows and decisioning processes. For 2019, our annual revenue retention rate, reflecting the percentage of prior year revenue from clients who were retained in the current year, was 96%. Scalable and Highly Attractive Financial Profile We have an attractive business model underpinned by stable and highly recurring revenues, significant operating leverage and low capital requirements that contribute to strong free cash flow. Our high levels of client retention and shift toward multi-year subscription contracts result in a high degree of revenue visibility. The vast majority of our revenues are either recurring or re-occurring in nature. Additionally, we benefit from natural operating leverage given the high contribution margins associated with incremental revenue generated from our centralized Data Cloud and solutions. Despite the investments being made to enhance our technology, analytics and data, our capital requirements remain minimal with capital expenditures (including capitalized software development costs) of approximately 5% of revenues in 2019. All of these factors contribute to strong free cash flow generation, allowing us the financial flexibility to invest in the business and pursue growth through acquisitions. World Class Management Team with Depth of Experience and Track Record of Success Our senior management team has a track record of strong performance and significant expertise in both the markets we serve and in transforming similar businesses. The previous Dun & Bradstreet management team has been almost completely replaced with an experienced and energized group of senior executives who have spent years leading businesses in the vertical software and data and analytics sectors. Our senior executives have successfully worked together in architecting previous turnaround stories and delivering consistent growth both organically and through acquiring and integrating businesses. Our management team operates under the leadership of Mr. Foley, who has a long, successful history of acquiring, reorganizing and transforming companies by rationalizing cost structures, investing in growth and onboarding and mentoring senior management. Beyond our senior management team, we are focused on attracting and retaining the strongest talent at all levels throughout the organization. Our Growth Strategy Enhance Existing Client Relationships We believe our current client base presents a large opportunity for growth through enhanced cross-selling in order to capture more of our clients' data and analytics spend. As an end-to-end provider of commercial data and analytics, we believe that there are significant opportunities to have clients buy from a consistent, single-source provider and to increase their interaction with our platform. Although our strategic clients used approximately nine of our solutions on average, our overall client base used less than two of our solutions on average as of December 31, 2019. While there is still room to add additional products to our strategic client base, which represents less than 1% of our total client base, Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to us, before expenses $ $ (1)See "Underwriting" for additional information regarding total underwriting discounts and commission and estimated offering expenses. To the extent that the underwriters sell more than 65,750,000 shares of common stock, the underwriters have an option to purchase up to an additional 9,862,500 shares of common stock from us at the initial public offering price less the underwriting discounts and commissions, for 30 days after the date of this prospectus. Table of Contents we believe there is a significant opportunity to increase the number of solutions per client in the remainder of our client base. Our new go-to-market strategy will enable us to increase the number of touchpoints with key decision makers within any given client and allow us to identify and sell the right solutions to each decision maker's respective department. By focusing on enhancing the quality of our data and analytics, we will be able to produce more valuable insights, increasing client engagement across our existing solutions and driving clients towards new, innovative solutions. Win New Clients in Targeted Markets We believe that there is substantial opportunity to grow our client base. While we have significant market share in the enterprise and mid-market, there continues to be opportunity to win new clients. There are several instances where we have built a successful long-term enterprise client relationship with a particular company, but its competitors are not our clients. Our focus is to leverage our best practices from serving one company and articulate the value to similar companies that may benefit from our solutions and experience. We also believe there is significant opportunity to expand our presence in the SMB market. We currently serve approximately 80,000 SMB clients out of the millions of businesses within this market. We have existing relationships with many SMBs through solutions enabling the proactive monitoring of their D-U-N-S Number. However, we have not historically capitalized on the opportunity to cross-sell them into our solutions. We are rolling out our Marketplace, an integrated web platform that will provide these businesses with an introduction to Dun & Bradstreet's capabilities and solutions for their potential use. By leveraging this go-to-market channel and offering more simplified solutions that are easily integrated into client workflows, we can continue to expand our reach among SMBs. Develop Innovative Solutions Given the depth and coverage of information contained in our proprietary Data Cloud, we believe we can continue to develop differentiated solutions to serve our clients in an increasing number of use cases. As we continue to gather and incorporate additional sources of data, the resulting analytics and insights we are able to provide within our solutions will be increasingly impactful to our clients and their decisioning processes. By improving the quality and breadth of our Data Cloud, we will be able to expand into adjacent use cases and leverage our data insights in new functional areas such as collections, fraud and capital markets. We will also be able to identify and further penetrate attractive addressable markets, as demonstrated by the development of our Risk & Compliance solutions, a high growth area within our Finance & Risk solutions, in order to better address the GRC market. These additional solutions utilize existing data architecture to generate high contribution incremental revenue streams. Expand Our Presence in Attractive International Markets Despite our global presence and industry leading position in the North American market, we remain relatively underpenetrated in international markets, with International revenue accounting for less than 20% of our business in 2019. We believe that expanding our presence in owned international markets can be a significant growth driver for us in the coming years. Our international growth strategy begins with localizing current solutions to meet global demand and, similar to our domestic strategy, includes a focus on cross-selling and upselling, winning new clients and developing innovative solutions. Selectively Pursue Strategic Acquisitions While the core focus of our strategy is to grow organically, we believe there are strategic acquisition opportunities that may allow us to expand our footprint, broaden our client base, increase the breadth and depth of our data sets and further strengthen our solutions. We believe there are The underwriters expect to deliver the shares to investors against payment in New York, New York on or about , 2020. Table of Contents attractive synergies that result from acquiring small companies that provide innovative solutions and integrating these solutions into our existing offerings to generate cross-selling and upselling opportunities across our existing client base, as demonstrated by our recent success of integrating Lattice Engines, Inc. ("Lattice"), coAction.com and Orb Intelligence, Inc. ("Orb"). Additionally, there are potential cost synergies that could result from integrating acquisitions into our efficient operating platform. Our leadership team has a proven track record of identifying, acquiring and integrating companies to drive long-term value creation, and we will continue to maintain a disciplined approach to pursuing acquisitions. Our Investors On February 8, 2019, an experienced and operationally-driven investor consortium led by the Investor Consortium acquired Dun & Bradstreet in an all-cash take-private transaction (the "Take-Private Transaction"). Following the completion of this offering and the concurrent private placement and assuming an initial public offering price of $20.00 per share (the midpoint of the price range set forth on the cover of this prospectus), the Investor Consortium will own approximately 65.8% of our common stock, or 64.2% if the underwriters exercise their option to purchase additional shares in full. In connection with a letter agreement, certain members of the Investor Consortium or their respective affiliates agree, for three years following the date hereof, to vote all of their shares in all matters related to the election of directors, including to elect certain individuals to our board of directors at each of the next shareholder meetings at which such individuals are eligible for election. As a result of the Investor Consortium's ownership of our common stock and the letter agreement, the Investor Consortium will be able to exercise significant voting influence over fundamental and significant corporate matters and transactions. Therefore, we expect to be a "controlled company" within the meaning of the corporate governance standards of the NYSE on which we have applied to list our shares of common stock. See "Risk Factors Risks Related to Our Initial Public Offering and Ownership of Our Common Stock," "Management Director Independence and Controlled Company Exemption" and "Principal Stockholders." Bilcar Bilcar is a partnership owned by William and Carol Foley. Bilcar's assets include various investments and business interests. Mr. Foley serves as our Chairman of the Board. Mr. Foley is the Chairman of the Board of FNF, Cannae and Black Knight, and Co-Chairman of FGL Holdings. Mr. Foley brings extensive experience and has demonstrated operational expertise throughout his career, creating public companies whose combined market capitalization exceeds $110 billion. Mr. Foley and his team achieved $312 million in cost reductions, which was 208% of the initial target of $150 million, from FNF's acquisition of Lender Processing Services Inc., and has achieved approximately 1.4x targeted synergies in eight large transactions. Mr. Foley is a founder of FNF which, through his leadership, has transformed into the nation's largest title insurance company with industry leading margins. Thomas H. Lee Partners THL is a premier private equity firm investing in growth companies, headquartered primarily in North America. THL focuses its investment activity across four industry sectors: Financial Services, Technology & Business Solutions, Consumer and Healthcare. Since its founding in 1974, THL has raised more than $26 billion of equity capital, invested in over 150 companies and completed more than 400 add-on acquisitions representing an aggregate enterprise value at acquisition of over $200 billion. With dedicated sector and operating teams, THL brings deep domain expertise and resources to build great companies by helping to accelerate growth, improve operations and drive long-term sustainable value in partnership with management. Goldman Sachs & Co. LLC BofA Securities J.P. Morgan Barclays Citigroup Credit Suisse HSBC Jefferies RBC Capital Markets Wells Fargo Securities Deutsche Bank Securities BMO Capital Markets SunTrust Robinson Humphrey TD Securities Raymond James Stephens Inc. William Blair Academy Securities Loop Capital Markets Table of Contents Cannae Holdings Cannae (NYSE: CNNE) is a diversified holding company which boasts a strong track record of investing in a diverse range of assets. Cannae holds majority and minority equity investment stakes in a number of entities, including Ceridian, ABRH, LLC, 99 Restaurants Holdings, LLC, Amerilife and Coding Solutions Topco, Inc. Principals at Cannae and its predecessors have successfully acquired over 100 companies with aggregate consideration in excess of $30 billion for FNF, Cannae and related companies over the last 20 years. Black Knight Black Knight (NYSE: BKI) is a leading provider of integrated software, data and analytics solutions that facilitate and automate many of the business processes across the homeownership life cycle. As a leading financial technology provider, Black Knight is committed to being a premier business partner that clients rely on to achieve their strategic goals, realize greater success and better serve their clients by delivering best-in-class software, services and insights with a relentless commitment to excellence, innovation, integrity and leadership. CC Capital CC Capital is a private investment firm founded in 2016 by Chinh E. Chu, with a focus on investing in and operating high-quality companies for the long-term. Prior to founding CC Capital, Mr. Chu had a successful 25-year career at Blackstone and played an instrumental role in building its Private Equity business. Over the course of his career at Blackstone, Mr. Chu led several industry verticals for the Private Equity Group, including Financial Services, Technology, Chemicals and Healthcare Products. He served as Co-Chairman of the firm's Private Equity Investment Committee and served on the firm's Executive Committee. Concurrent Private Placement Immediately subsequent to the closing of this offering, a subsidiary of Cannae, one of the existing members of the Investor Consortium, a subsidiary of Black Knight, one of the existing members of the Investor Consortium, and a subsidiary of CC Capital, one of the existing members of the Investor Consortium, intend to purchase from us in a private placement $200.0 million, $100.0 million and $100.0 million, respectively, of our common stock at a price per share equal to 98.5% of the initial public offering price. Based on an assumed purchase price in the private placement of $19.70 per share, this would be 10,152,285 shares, 5,076,143 and 5,076,143 shares respectively. We will receive the full proceeds and will not pay any underwriting discounts or commissions with respect to the shares that are sold in the private placement. The sale of the shares in the private placement is contingent upon the completion of this offering. The sale of these shares to Cannae, Black Knight and CC Capital will not be registered in this offering and will be subject to a market standoff agreement with us and a lock-up agreement with the underwriters for a period of up to 180 days after the date of this prospectus. Cannae, Black Knight and CC Capital will be party to the registration rights agreement that we expect to enter into in connection with this offering, and the registration rights agreement will apply to any shares acquired by Cannae, Black Knight and CC Capital in the concurrent private placement. See "Certain Relationships and Related Party Transactions Concurrent Private Placement," " Registration Rights Agreement" and "Shares Eligible for Future Sale Lock-up Arrangements and Registration Rights." Recent Developments The recent COVID-19 global pandemic has caused disruptions in supply chains, affecting workforce, production and sales across the world while potentially leading to a long-term downturn in Table of Contents economies. In the event of a difficult economy, such as the one we are experiencing as a result of the COVID-19 global pandemic, the probability of businesses, including the businesses of our clients, becoming insolvent increases. Disruptions in the financial markets could limit the ability or willingness of our clients to extend credit to their customers or cause our clients to constrain budgets, which could adversely impact demand for our data and analytics solutions. Further, continuing mandates that employees work remotely, prolonged travel restrictions or general economic uncertainty could negatively impact our suppliers' ability to provide us with data and services, our ability to deliver or market our solutions, our ability to acquire new clients or expand our services with existing clients and client demand for our solutions. In contrast, during such times the need for better insights related to the extension of credit is magnified, and we believe our Finance & Risk solutions become even more critical to our clients. While this disruption is currently expected to be temporary, there is considerable uncertainty regarding the duration and the speed of recovery. The extent of the impact of the COVID-19 global pandemic on our operational and financial performance will depend on the effect on our clients and vendors, all of which are uncertain at this time and cannot be predicted. Given the current economic condition, we have been carefully monitoring the COVID-19 global pandemic and its impact on our business including, but not limited to, implementing additional operational processes to monitor client sales and collections, taking precautionary measures to ensure sufficient liquidity, including a proactive draw of $200 million on our revolving credit facility to preserve cash flow flexibility during the three months ended March 31, 2020, of which over $100 million has subsequently been repaid, and adjusting operations to ensure business continuity. While our productivity and financial performance for the three months ended March 31, 2020 have not been impacted materially by the pandemic, the ultimate impact is highly uncertain and will be difficult to predict, and depends on, among many factors, the duration of the pandemic and its ultimate impact to our clients, vendors, and the financial markets. See "Risk Factors Risks Related to Our Business and Operations An outbreak of disease, global or localized health pandemic or epidemic or a similar public health threat, or the fear of such an event, could have a material adverse effect on our business, financial condition and results operations." Risks Associated with Our Business Investing in our common stock involves a number of risks. These risks represent challenges to the successful implementation of our strategy and the growth of our business. Some of these risks are: the COVID-19 global pandemic, including the global economic uncertainty and measures taken in response, could materially impact our business and future results of operations; our ability to implement and execute our strategic plans to transform the business may not be successful and, accordingly, we may not be successful in achieving our goals to transform our business, which could have a material adverse effect on our business, financial condition and results of operations; if we are unable to develop or sell solutions in a timely manner or maintain and enhance our existing client relationships, our ability to maintain or increase our revenue could be adversely affected; we face significant competition for our solutions, which may increase as we expand our business; our brand and reputation are key assets and a competitive advantage, and our business may be affected by how we are perceived in the marketplace; data security and integrity are critically important to our business, and cybersecurity incidents, including cyberattacks, breaches of security, unauthorized access to or disclosure of confidential information, business disruption, or the perception that confidential information is not secure, Table of Contents could result in a material loss of business, regulatory enforcement, substantial legal liability and/or significant harm to our reputation; we rely on our relationships with key long-term clients, business partners and government contracts for a substantial part of our revenue, the diminution or termination of which could have a material adverse effect on our business, financial condition and results of operations; we are subject to various governmental regulations, laws and orders, compliance with which may cause us to incur significant expenses or reduce the availability or effectiveness of our solutions, and the failure to comply with which could subject us to civil or criminal penalties or other liabilities; our substantial indebtedness could have a material adverse effect on our financial condition and our ability to operate our business or react to changes in the economy or our industry, prevent us from fulfilling our obligations and could divert our cash flow from operations for debt payments; despite our indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt, which could further exacerbate the risks associated with our substantial leverage; members of the Investor Consortium intend to enter into a letter agreement, pursuant to which certain members of the Investor Consortium or their respective affiliates agree, for three years following the date hereof, to vote all of their shares in all matters related to the election of directors, including to elect five individuals to our board of directors and it is possible the interests of the Investor Consortium may conflict with your interests; and future sales of our common stock in the public market could cause the market price of our common stock to decrease significantly. For
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001799611_collective_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001799611_collective_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..026a56d85e1d1eb63b3b89b07d390b7591b1fb53
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001799611_collective_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: common stock are to our Class A common stock and our Class B common stock, collectively; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); management or our management team are to our officers and directors; private placement warrants are to the warrants issued to our sponsor and the warrants included in the private placement units issued to our sponsor and Cantor each in a private placement simultaneously with the closing of this offering; private placement shares are to the shares of Class A common stock included in the private placement units issued to our sponsor and Cantor in a private placement simultaneously with the closing of this offering; private placement units are to the units issued to our sponsor and Cantor in a private placement simultaneously with the closing of this offering; private placement securities are to the private placement units and private placement warrants issued to our sponsor and Cantor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), and also to the private placement warrants if held by third parties other than our sponsor and Cantor (or permitted transferees), and any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination; sponsor are to Shipwright SPAC I, LLC, a Delaware limited liability company controlled by one of our directors; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants; and we, us, company or our company are to Collective Growth Corporation Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. 1 Our Company We are a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target regarding a business combination with us. We initially intend to focus our search for target businesses on companies operating in the Federally permissible cannabinoid industry which are compliant with all applicable laws and regulations within the jurisdictions in which they are located or operate. In particular, we will not invest in or consummate a business combination with a target business that we determine has been operating, or whose business plan is to operate, in violation of U.S. federal laws, including the U.S. Controlled Substances Act. We anticipate focusing on target businesses that service or operate adjacent, or ancillary, to the cannabis industry but which are not directly involved in the production, distribution or sale of cannabis. Notwithstanding the foregoing, we are not limited to a particular industry or geographic region and may consummate a business combination with a target business in any industry or region if we believe the business combination is attractive to our company and stockholders. If we consummate a business combination with a target business that is not operating in the Federally permissible cannabinoid industry, certain of the information contained in this prospectus will not be relevant. Competitive Strengths We believe that our management team s substantial experience in capital markets and the Federally permissible cannabinoid industry provides us with a competitive advantage. Bruce Linton, our co-founder, Chairman and Chief Executive Officer, has executed numerous accretive M&A transactions in the cannabis industry. Mr. Linton was formerly the Chief Executive Officer of Canopy Growth Corporation, a leading diversified cannabis, hemp and cannabis device company. Geoffrey Whaling, our co-founder and President, serves as Chairman of the National Hemp Association, the nation s largest hemp advocacy group and has worked with more than 18 states, various stakeholder groups and members of the US government to pass federal legislation legalizing hemp as a commodity crop and removing it from the Controlled Substance Act. Tim Saunders, our Chief Financial Officer, has approximately 35 years of international experience with public and private companies, including serving as Chief Financial Officer of Canopy Growth Corporation. Wilson Kello, our Chief Marketing Officer, has a 17-year history of creating and sustaining dynamic brands and has served as a Creative Consultant for a variety of cannabis companies including Canopy Growth Corporation, Hail Mary LLC and Quick Hemp LLC. Andrew Townsend, a member of our Board of Directors, has extensive capital markets experience, having founded and managed multiple private partnerships, focusing on specialty financing and growth equity, most recently serving as founder and Managing Member of Ocelot Capital Management, LLC, a private investment firm. We believe that our management team s investment experience and network of relationships will provide us with a substantial number of potential acquisition opportunities. For a more detailed description of our management team s experience, see the section titled Management. Notwithstanding the foregoing, past performance of our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. We intend to leverage the following competitive strengths to consummate an attractive business combination: Utilize the extensive sourcing network of our management team to identify target businesses servicing the cannabis industry that we believe are underperforming, and leverage our network to streamline the diligence process, to achieve a deep level of understanding of the operations of such target businesses. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. 2 Conduct rigorous due diligence on one or more targets. Extensive bottom-up fundamental research and analysis is core to our strategy, as well as analysis of the overall industry and competitive landscape. Acquire the target business at an attractive price relative to our view of intrinsic value. Our management team intends to evaluate future cash flow potential, relative industry valuation metrics and precedent transactions to inform its view of intrinsic value, with the intention of creating a business combination at an attractive price relative to such intrinsic value. We will seek to structure the proposed business combination at a price that management deems attractive relative to our view of intrinsic value and future potential. Implement operational and financial structuring opportunities. We intend to develop and implement strategies to improve the business s operational and financial performance and create a platform for growth. We intend to structure and execute a business combination that will provide the combined business with a capital structure that will support the growth in shareholder value and give it the flexibility to grow organically and/or through strategic acquisitions or divestitures. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Notwithstanding the foregoing, if we are not then listed on the Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test. We anticipate structuring our initial business combination in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act . Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% fair market value test. 3 Our Business Combination Process In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We will also utilize the expertise of our management team in analyzing companies and evaluating operating projections, financial projections and determining the appropriate return expectations given the risk profile of the target business. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors or advisors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers, directors or advisors we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view. Members of our management team and our advisors may directly or indirectly own our founders shares, common stock, private placement units and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target regarding a business combination with us. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. In addition to the foregoing, as a result of certain of our officers contractual agreements, we will not be able to enter into an initial business combination with a business in Canada involved in the growing, extraction and sale of cannabis and cannabis related products until July 2021. However, since we are not currently expecting to target companies that are directly involved in the production, distribution or sale of cannabis, we do not believe this restriction will have a meaningful impact on our ability to consummate an initial business combination. Our officers have agreed not to participate in the formation of, or become an officer of, any other special purpose acquisition company with a class of securities intended to be registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which has publicly filed a registration statement with the SEC until we have entered into a definitive agreement regarding our initial business combination or we have liquidated the trust account. Corporate Information Our executive offices are located at 1805 West Avenue, Austin, Texas 78701 and our telephone number is (512) 358-9085. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to 4 other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. 5 THE OFFERING
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001800794_iterum_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001800794_iterum_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..182acd33c329d3262fcabd210252e18111f5e6cc
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001800794_iterum_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary provides an overview of selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information you should consider before investing in our securities. You should carefully read the prospectus, the information incorporated by reference and the registration statement of which this prospectus is a part in their entirety before investing in our securities, including the information discussed under Risk Factors in this prospectus and the documents incorporated by reference and our financial statements and notes thereto that are incorporated by reference in this prospectus. Some of the statements in this prospectus and the documents incorporated by reference herein constitute forward-looking statements that involve risks and uncertainties. See information set forth under the section Special Note Regarding Forward-Looking Statements. Except where the context otherwise requires, the terms we, us, our, or the Company refer to the business of Iterum Therapeutics plc and its consolidated subsidiaries, and/or, where applicable, to Iterum Therapeutics Bermuda Limited as the issuer of Exchangeable Notes and Royalty-Linked Notes; the term Iterum refers to Iterum Therapeutics plc; the term Iterum Bermuda refers to Iterum Therapeutics Bermuda Limited, an exempted company incorporated under the laws of Bermuda; Subsidiary Guarantors refers to Iterum Therapeutics International Limited, a company formed under the laws of Ireland, Iterum Therapeutics US Limited, a company formed under the laws of Delaware, and Iterum Therapeutics US Holding Limited, a company formed under the laws of Delaware, each a direct or an indirect wholly-owned subsidiary of Iterum; and Guarantors refers to Iterum Therapeutics plc and the Subsidiary Guarantors, unless otherwise specified. Overview of Iterum Therapeutics plc We are a pharmaceutical company dedicated to developing and commercializing sulopenem to be potentially the first and only oral and intravenous (IV) branded penem available globally. Penems, including thiopenems and carbapenems, belong to a class of antibiotics more broadly defined as -lactam antibiotics, the original example of which was penicillin, but which now also includes cephalosporins. Sulopenem is a potent, thiopenem antibiotic delivered intravenously which is active against bacteria that belong to the group of organisms known as gram-negatives and cause urinary tract and intra-abdominal infections. We have also successfully developed sulopenem in an oral tablet formulation, sulopenem etzadroxil-probenecid, which we refer to herein as oral sulopenem. We believe that sulopenem and oral sulopenem have the potential to be important new treatment alternatives to address growing concerns related to antibacterial resistance without the known toxicities of some of the most widely used antibiotics, specifically fluoroquinolones. Our Corporate Information We were incorporated under the laws of Ireland in June 2015 as a limited liability company and re-registered as a public limited company in March 2018. Our principal executive offices are located at Block 2 Floor 3, Harcourt Centre, Harcourt Street, Dublin 2, Ireland and our telephone number is +353 1 9038920. Our U.S. headquarters are located at 200 South Wacker Drive, Suite 2550, Chicago, Illinois 60606, and our telephone number is (312) 778-6070. Iterum Therapeutics Bermuda Limited, an exempted company, was incorporated under the laws of Bermuda on November 6, 2019, and its registered office is located at Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda. Iterum Bermuda is a direct wholly-owned finance subsidiary of Iterum, and conducts no independent operations other than its financing activities. Iterum Bermuda s telephone number is (312) 778-6070. Our website address is www.iterumtx.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. The information in this preliminary prospectus is not complete and may be changed. The selling securityholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and the selling securityholders named in this prospectus are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated October 5, 2020 PRELIMINARY PROSPECTUS ITERUM THERAPEUTICS PLC 6.500% Exchangeable Senior Subordinated Notes due 2025 in the original principal amount of $1,000, issued by Iterum Therapeutics Bermuda Limited and guaranteed on an unsecured senior subordinated basis by Iterum Therapeutics plc, Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited, Limited Recourse Royalty-Linked Subordinated Notes, issued by Iterum Therapeutics Bermuda Limited and guaranteed on an unsecured senior subordinated basis by Iterum Therapeutics plc, Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited, and Ordinary Shares of Iterum Therapeutics plc issuable upon exchange of 6.500% Exchangeable Senior Subordinated Notes due 2025 This prospectus relates to the resale by the selling securityholders identified in this prospectus of (i) $51,588,000 principal amount of 6.500% Exchangeable Senior Subordinated Notes due 2025, issued by Iterum Therapeutics Bermuda Limited, or Iterum Bermuda, and guaranteed on an unsecured senior subordinated basis by Iterum Therapeutics plc, Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited, collectively, the Guarantors, each an Exchangeable Note, (ii) $103,176 principal amount of Limited Recourse Royalty-Linked Subordinated Notes, issued by Iterum Bermuda and guaranteed on an unsecured senior subordinated basis by the Guarantors, each a Royalty-Linked Note, and together with the Exchangeable Notes, the Notes and (iii) ordinary shares that are issuable upon exchange of the Exchangeable Notes, if any. The Notes were initially acquired from us by the selling securityholders in a private placement that closed on January 21, 2020 and that is more fully described in the section entitled Selling Securityholders. We are not selling any securities and will not receive any proceeds from the sale of the securities by the selling securityholders under this prospectus. We have agreed to pay certain expenses incurred in connection with the registration of these securities. The selling securityholders will pay or assume brokerage commissions and similar charges, if any, incurred for the sale of the securities. The selling securityholders identified in this prospectus may offer the securities from time to time through public or private transactions at fixed prices, at prevailing market prices, at varying prices determined at the time of sale, or at privately negotiated prices. We provide more information about how the selling securityholders may sell their securities in the section titled Plan of Distribution beginning on page 138 of this prospectus. We will not be paying any underwriting discounts or commissions in connection with any offering of securities under this prospectus. The Exchangeable Notes will be exchangeable, at Iterum Bermuda s election, into our ordinary shares, cash or a combination of ordinary shares and cash, at an initial exchange rate fixed at 1,000 shares per $1,000 principal Implications of Being an Emerging Growth Company and a Smaller Reporting Company We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include: an exemption from compliance with the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act of 2002 on the design and effectiveness of our internal controls over financial reporting; an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional information about the audit and the financial statements; reduced disclosure about the company s executive compensation arrangements; and exemptions from the requirements to obtain a non-binding advisory vote on executive compensation or a shareholder approval of any golden parachute arrangements. We may take advantage of these provisions until December 31, 2023 or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earlier to occur of: the last day of the fiscal year in which we have more than $1.07 billion in annual revenues; the date we qualify as a large accelerated filer, with a non-affiliate public float in excess of $700 million; or the issuance by us of more than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage of some, but not all, of the available benefits under the JOBS Act. We have taken advantage of some reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of delayed adoption of new or revised accounting standards and, therefore, we will adopt new or revised generally accepted accounting principles in the United States on the relevant dates on which adoption of such standards is required for other public companies that are not emerging growth companies. We are also a smaller reporting company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended. We may remain a smaller reporting company until we have a non-affiliate public float in excess of $250 million and annual revenues in excess of $100 million, or a non-affiliate public float in excess of $700 million and annual revenues less than $100 million, each as determined on an annual basis. Even after we no longer qualify as an emerging growth company, we may still qualify as a smaller reporting company, which would allow us to take advantage of many of the same exemptions from disclosure requirements. Description of Private Placement On January 16, 2020, we entered into a securities purchase agreement, or the Purchase Agreement, by and among Iterum Therapeutics Bermuda Limited, or Iterum Bermuda, as issuer, Iterum Therapeutics plc, as guarantor, Iterum Therapeutics International Limited, as guarantor, Iterum Therapeutics US Limited, as guarantor, and Iterum Therapeutics US Holding Limited, as guarantor, on the one hand, and the following accredited investors, on the other hand, who we refer to collectively as the Private Placement Investors: Advent Life Sciences LLP, Advent Life Sciences Fund II LP, Arix Bioscience Holdings Limited, Canaan X L.P., Frazier Healthcare VII, L.P., Frazier Healthcare VII-A, L.P., New Leaf Ventures III, L.P., New Leaf Biopharma Opportunities II, L.P., Sofinnova Venture Partners IX, L.P., Domain Partners IX, L.P., Pivotal bioVenture Partners Fund I, LP, Sarissa Capital Offshore Master Fund LP, Sarissa Capital Catapult Fund LLC, Sarissa Capital Hawkeye Fund LP, RA Capital Healthcare Fund, L.P., Blackwell Partners LLC Series A, Empery Master Onshore, LLC, Empery Tax Efficient, LP, Empery Tax Efficient II, LP, Lincoln Park Capital Fund, LLC, 683 Capital Partners, LP, SilverArc Capital Alpha Fund I, L.P., SilverArc Capital Alpha Fund II, L.P., 2b LLC, amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $1.00 per ordinary share), subject to anti-dilution adjustments, as set forth in the indenture governing the Exchangeable Notes. The Exchangeable Notes will be redeemable at our option. See Description of Exchangeable Notes. The Exchangeable Notes were issued to the selling securityholders with original issue discount, or OID, for U.S. federal income tax purposes, and U.S. investors generally will be required to include amounts representing OID in their gross income as it accrues each year, even though no cash payments will be made on the Exchangeable Notes until maturity or an earlier redemption, repurchase or exchange. See Material Tax Consequences Material U.S. Federal Income Tax Considerations for U.S. Holders Exchangeable Notes. The Royalty-Linked Notes will entitle the holders thereof to payments, at the applicable payment rate, based solely on a percentage of our net revenues from U.S. sales of specified sulopenem products earned through December 31, 2045, but will not entitle the holders thereof to any payments unless we receive U.S. Food and Drug Administration, or FDA, approval for one or more specified sulopenem products prior to December 31, 2025 and we earn net revenues on such product. If any portion of the principal amount of the outstanding Royalty-Linked Notes, equal to $0.04 per Royalty-Linked Note, has not been paid as of the end date on December 31, 2045 (or December 31, 2025, in the event that we have not yet received FDA approval with respect to one or more specified sulopenem products by such date), Iterum Bermuda must pay the unpaid portion of the principal amount. The Royalty-Linked Notes will earn default interest if we breach certain obligations under the indenture governing the Royalty-Linked Notes (but do not otherwise bear interest) and will be subject to a maximum return amount, including all principal and payments and certain default interest in respect of uncurable defaults, of $160.00 (or 4,000 times the principal amount of such note). The Royalty-Linked Notes will be redeemable at our option. See Description of Royalty-Linked Notes. The terms of the Royalty-Linked Notes are complex, and the treatment of the Royalty-Linked Notes for U.S. federal income tax purposes is subject to substantial uncertainty. Under the indenture governing the Royalty-Linked Notes, we agree, and by acceptance of a Royalty-Linked Note, each beneficial owner of a Royalty-Linked Note will be deemed to have agreed, for U.S. federal income tax purposes, to treat the Royalty-Linked Notes as a contractual right to receive payments from us as and when such payments become payable pursuant to the terms of the Royalty-Linked Notes and not as indebtedness or equity of us or any other person for U.S. federal income tax purposes. This treatment, however, is not binding on the U.S. Internal Revenue Service, and alternative characterizations could apply. See Material Tax Consequences Material U.S. Federal Income Tax Considerations for U.S. Holders Royalty-Linked Notes. You should consult your own tax advisors as to the U.S. federal, state, local and non-U.S. tax consequences relating to the purchase, ownership and disposition of Royalty-Linked Notes (including possible different tax treatments of the Royalty-Linked Notes) in light of your particular situation. Our ordinary shares are traded on the Nasdaq Global Market under the symbol ITRM. On October 2, 2020, the closing sale price of the ordinary shares on the Nasdaq Global Market was $1.06 per share. You should read this prospectus, together with additional information described under the headings Incorporation of Information by Reference and Where You Can Find More Information, carefully before you invest in any of our securities. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and a smaller reporting company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended. As such, we have elected to rely on certain reduced public company disclosure requirements. See Prospectus Summary Implications of Being an Emerging Growth Company and a Smaller Reporting Company. Investing in the offered securities involves a high degree of risk. See Risk Factors beginning on page 6 of this prospectus and the section entitled Risk Factors included in our most recent Annual Report on Form 10-K, as revised or supplemented by our subsequent Quarterly Reports on Form 10-Q, which are incorporated herein by reference, for a discussion of information that you should consider before investing in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2020. Sabby Volatility Warrant Master Fund, Ltd., S.H.N Financial investments ltd, North Sound Trading, LP, CVI Investments, Inc., Salthill Investors (Bermuda) L.P., Salthill Partners, L.P. and Gary D. Cohn. We refer to Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited collectively as the Subsidiary Guarantors, and together with Iterum Therapeutics plc, the Guarantors. Pursuant to the Purchase Agreement, Iterum Bermuda issued and sold, and the Guarantors guaranteed, an aggregate of 51,588 units consisting of (i) 6.500% Exchangeable Senior Subordinated Notes due 2025, fully and unconditionally guaranteed on an unsecured senior subordinated basis by the Guarantors, issued by Iterum Bermuda in the aggregate original principal amount of $51,588,000, or the Exchangeable Notes, and (ii) Limited Recourse Royalty-Linked Subordinated Notes, fully and unconditionally guaranteed on an unsecured senior subordinated basis by the Guarantors, issued by Iterum Bermuda in the aggregate original principal amount of $103,176, or the Royalty-Linked Notes, in a private placement, which we refer to as the Private Placement. The closing of the Private Placement was consummated on January 21, 2020. In connection with the Private Placement, we entered into an investor rights agreement with the Private Placement Investors, dated as of January 21, 2020, or the Investor Rights Agreement, pursuant to which we agreed to, among other things, file a registration statement with the Securities and Exchange Commission covering (i) in the case of a registration statement on Form S-1, the resale of the Exchangeable Notes, the ordinary shares issuable in connection with the exchange of the Exchangeable Notes and the Royalty-Linked Notes or (ii) in the case of a registration statement on Form S-3, the ordinary shares issuable in connection with the exchange of the Exchangeable Notes. The Investor Rights Agreement includes customary indemnification rights in connection with the registration statement. Also pursuant to the terms of the Investor Rights Agreement, Sarissa Capital Offshore Master Fund LP, Sarissa Capital Catapult Fund LLC and Sarissa Capital Hawkeye Fund LP, which we refer to collectively with their affiliates as Sarissa, have the right to appoint up to two directors to our board of directors, subject to certain limitations. See Description of Share Capital Appointment of Directors below. In addition, pursuant to the terms of the Investor Rights Agreement, for so long as Sarissa owns 10% of our outstanding ordinary shares on a fully diluted basis, Sarissa has a right of first offer with respect to our future proposed equity financings up to that portion of such new securities which equals Sarissa s then-percentage ownership of our outstanding ordinary shares on a fully diluted basis, subject to specified exceptions for certain exempt issuances and pursuant to specified procedures. See Description of Share Capital Pre-emption Rights, Share Warrants and Share Options below. The foregoing summary descriptions of the Purchase Agreement and the Investor Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which were filed as exhibits to our Current Report on Form 8-K filed on January 17, 2020, and are incorporated by reference herein.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001800799_iterum_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001800799_iterum_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..182acd33c329d3262fcabd210252e18111f5e6cc
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001800799_iterum_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary provides an overview of selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information you should consider before investing in our securities. You should carefully read the prospectus, the information incorporated by reference and the registration statement of which this prospectus is a part in their entirety before investing in our securities, including the information discussed under Risk Factors in this prospectus and the documents incorporated by reference and our financial statements and notes thereto that are incorporated by reference in this prospectus. Some of the statements in this prospectus and the documents incorporated by reference herein constitute forward-looking statements that involve risks and uncertainties. See information set forth under the section Special Note Regarding Forward-Looking Statements. Except where the context otherwise requires, the terms we, us, our, or the Company refer to the business of Iterum Therapeutics plc and its consolidated subsidiaries, and/or, where applicable, to Iterum Therapeutics Bermuda Limited as the issuer of Exchangeable Notes and Royalty-Linked Notes; the term Iterum refers to Iterum Therapeutics plc; the term Iterum Bermuda refers to Iterum Therapeutics Bermuda Limited, an exempted company incorporated under the laws of Bermuda; Subsidiary Guarantors refers to Iterum Therapeutics International Limited, a company formed under the laws of Ireland, Iterum Therapeutics US Limited, a company formed under the laws of Delaware, and Iterum Therapeutics US Holding Limited, a company formed under the laws of Delaware, each a direct or an indirect wholly-owned subsidiary of Iterum; and Guarantors refers to Iterum Therapeutics plc and the Subsidiary Guarantors, unless otherwise specified. Overview of Iterum Therapeutics plc We are a pharmaceutical company dedicated to developing and commercializing sulopenem to be potentially the first and only oral and intravenous (IV) branded penem available globally. Penems, including thiopenems and carbapenems, belong to a class of antibiotics more broadly defined as -lactam antibiotics, the original example of which was penicillin, but which now also includes cephalosporins. Sulopenem is a potent, thiopenem antibiotic delivered intravenously which is active against bacteria that belong to the group of organisms known as gram-negatives and cause urinary tract and intra-abdominal infections. We have also successfully developed sulopenem in an oral tablet formulation, sulopenem etzadroxil-probenecid, which we refer to herein as oral sulopenem. We believe that sulopenem and oral sulopenem have the potential to be important new treatment alternatives to address growing concerns related to antibacterial resistance without the known toxicities of some of the most widely used antibiotics, specifically fluoroquinolones. Our Corporate Information We were incorporated under the laws of Ireland in June 2015 as a limited liability company and re-registered as a public limited company in March 2018. Our principal executive offices are located at Block 2 Floor 3, Harcourt Centre, Harcourt Street, Dublin 2, Ireland and our telephone number is +353 1 9038920. Our U.S. headquarters are located at 200 South Wacker Drive, Suite 2550, Chicago, Illinois 60606, and our telephone number is (312) 778-6070. Iterum Therapeutics Bermuda Limited, an exempted company, was incorporated under the laws of Bermuda on November 6, 2019, and its registered office is located at Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda. Iterum Bermuda is a direct wholly-owned finance subsidiary of Iterum, and conducts no independent operations other than its financing activities. Iterum Bermuda s telephone number is (312) 778-6070. Our website address is www.iterumtx.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. The information in this preliminary prospectus is not complete and may be changed. The selling securityholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and the selling securityholders named in this prospectus are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated October 5, 2020 PRELIMINARY PROSPECTUS ITERUM THERAPEUTICS PLC 6.500% Exchangeable Senior Subordinated Notes due 2025 in the original principal amount of $1,000, issued by Iterum Therapeutics Bermuda Limited and guaranteed on an unsecured senior subordinated basis by Iterum Therapeutics plc, Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited, Limited Recourse Royalty-Linked Subordinated Notes, issued by Iterum Therapeutics Bermuda Limited and guaranteed on an unsecured senior subordinated basis by Iterum Therapeutics plc, Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited, and Ordinary Shares of Iterum Therapeutics plc issuable upon exchange of 6.500% Exchangeable Senior Subordinated Notes due 2025 This prospectus relates to the resale by the selling securityholders identified in this prospectus of (i) $51,588,000 principal amount of 6.500% Exchangeable Senior Subordinated Notes due 2025, issued by Iterum Therapeutics Bermuda Limited, or Iterum Bermuda, and guaranteed on an unsecured senior subordinated basis by Iterum Therapeutics plc, Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited, collectively, the Guarantors, each an Exchangeable Note, (ii) $103,176 principal amount of Limited Recourse Royalty-Linked Subordinated Notes, issued by Iterum Bermuda and guaranteed on an unsecured senior subordinated basis by the Guarantors, each a Royalty-Linked Note, and together with the Exchangeable Notes, the Notes and (iii) ordinary shares that are issuable upon exchange of the Exchangeable Notes, if any. The Notes were initially acquired from us by the selling securityholders in a private placement that closed on January 21, 2020 and that is more fully described in the section entitled Selling Securityholders. We are not selling any securities and will not receive any proceeds from the sale of the securities by the selling securityholders under this prospectus. We have agreed to pay certain expenses incurred in connection with the registration of these securities. The selling securityholders will pay or assume brokerage commissions and similar charges, if any, incurred for the sale of the securities. The selling securityholders identified in this prospectus may offer the securities from time to time through public or private transactions at fixed prices, at prevailing market prices, at varying prices determined at the time of sale, or at privately negotiated prices. We provide more information about how the selling securityholders may sell their securities in the section titled Plan of Distribution beginning on page 138 of this prospectus. We will not be paying any underwriting discounts or commissions in connection with any offering of securities under this prospectus. The Exchangeable Notes will be exchangeable, at Iterum Bermuda s election, into our ordinary shares, cash or a combination of ordinary shares and cash, at an initial exchange rate fixed at 1,000 shares per $1,000 principal Implications of Being an Emerging Growth Company and a Smaller Reporting Company We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include: an exemption from compliance with the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act of 2002 on the design and effectiveness of our internal controls over financial reporting; an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional information about the audit and the financial statements; reduced disclosure about the company s executive compensation arrangements; and exemptions from the requirements to obtain a non-binding advisory vote on executive compensation or a shareholder approval of any golden parachute arrangements. We may take advantage of these provisions until December 31, 2023 or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earlier to occur of: the last day of the fiscal year in which we have more than $1.07 billion in annual revenues; the date we qualify as a large accelerated filer, with a non-affiliate public float in excess of $700 million; or the issuance by us of more than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage of some, but not all, of the available benefits under the JOBS Act. We have taken advantage of some reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of delayed adoption of new or revised accounting standards and, therefore, we will adopt new or revised generally accepted accounting principles in the United States on the relevant dates on which adoption of such standards is required for other public companies that are not emerging growth companies. We are also a smaller reporting company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended. We may remain a smaller reporting company until we have a non-affiliate public float in excess of $250 million and annual revenues in excess of $100 million, or a non-affiliate public float in excess of $700 million and annual revenues less than $100 million, each as determined on an annual basis. Even after we no longer qualify as an emerging growth company, we may still qualify as a smaller reporting company, which would allow us to take advantage of many of the same exemptions from disclosure requirements. Description of Private Placement On January 16, 2020, we entered into a securities purchase agreement, or the Purchase Agreement, by and among Iterum Therapeutics Bermuda Limited, or Iterum Bermuda, as issuer, Iterum Therapeutics plc, as guarantor, Iterum Therapeutics International Limited, as guarantor, Iterum Therapeutics US Limited, as guarantor, and Iterum Therapeutics US Holding Limited, as guarantor, on the one hand, and the following accredited investors, on the other hand, who we refer to collectively as the Private Placement Investors: Advent Life Sciences LLP, Advent Life Sciences Fund II LP, Arix Bioscience Holdings Limited, Canaan X L.P., Frazier Healthcare VII, L.P., Frazier Healthcare VII-A, L.P., New Leaf Ventures III, L.P., New Leaf Biopharma Opportunities II, L.P., Sofinnova Venture Partners IX, L.P., Domain Partners IX, L.P., Pivotal bioVenture Partners Fund I, LP, Sarissa Capital Offshore Master Fund LP, Sarissa Capital Catapult Fund LLC, Sarissa Capital Hawkeye Fund LP, RA Capital Healthcare Fund, L.P., Blackwell Partners LLC Series A, Empery Master Onshore, LLC, Empery Tax Efficient, LP, Empery Tax Efficient II, LP, Lincoln Park Capital Fund, LLC, 683 Capital Partners, LP, SilverArc Capital Alpha Fund I, L.P., SilverArc Capital Alpha Fund II, L.P., 2b LLC, amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $1.00 per ordinary share), subject to anti-dilution adjustments, as set forth in the indenture governing the Exchangeable Notes. The Exchangeable Notes will be redeemable at our option. See Description of Exchangeable Notes. The Exchangeable Notes were issued to the selling securityholders with original issue discount, or OID, for U.S. federal income tax purposes, and U.S. investors generally will be required to include amounts representing OID in their gross income as it accrues each year, even though no cash payments will be made on the Exchangeable Notes until maturity or an earlier redemption, repurchase or exchange. See Material Tax Consequences Material U.S. Federal Income Tax Considerations for U.S. Holders Exchangeable Notes. The Royalty-Linked Notes will entitle the holders thereof to payments, at the applicable payment rate, based solely on a percentage of our net revenues from U.S. sales of specified sulopenem products earned through December 31, 2045, but will not entitle the holders thereof to any payments unless we receive U.S. Food and Drug Administration, or FDA, approval for one or more specified sulopenem products prior to December 31, 2025 and we earn net revenues on such product. If any portion of the principal amount of the outstanding Royalty-Linked Notes, equal to $0.04 per Royalty-Linked Note, has not been paid as of the end date on December 31, 2045 (or December 31, 2025, in the event that we have not yet received FDA approval with respect to one or more specified sulopenem products by such date), Iterum Bermuda must pay the unpaid portion of the principal amount. The Royalty-Linked Notes will earn default interest if we breach certain obligations under the indenture governing the Royalty-Linked Notes (but do not otherwise bear interest) and will be subject to a maximum return amount, including all principal and payments and certain default interest in respect of uncurable defaults, of $160.00 (or 4,000 times the principal amount of such note). The Royalty-Linked Notes will be redeemable at our option. See Description of Royalty-Linked Notes. The terms of the Royalty-Linked Notes are complex, and the treatment of the Royalty-Linked Notes for U.S. federal income tax purposes is subject to substantial uncertainty. Under the indenture governing the Royalty-Linked Notes, we agree, and by acceptance of a Royalty-Linked Note, each beneficial owner of a Royalty-Linked Note will be deemed to have agreed, for U.S. federal income tax purposes, to treat the Royalty-Linked Notes as a contractual right to receive payments from us as and when such payments become payable pursuant to the terms of the Royalty-Linked Notes and not as indebtedness or equity of us or any other person for U.S. federal income tax purposes. This treatment, however, is not binding on the U.S. Internal Revenue Service, and alternative characterizations could apply. See Material Tax Consequences Material U.S. Federal Income Tax Considerations for U.S. Holders Royalty-Linked Notes. You should consult your own tax advisors as to the U.S. federal, state, local and non-U.S. tax consequences relating to the purchase, ownership and disposition of Royalty-Linked Notes (including possible different tax treatments of the Royalty-Linked Notes) in light of your particular situation. Our ordinary shares are traded on the Nasdaq Global Market under the symbol ITRM. On October 2, 2020, the closing sale price of the ordinary shares on the Nasdaq Global Market was $1.06 per share. You should read this prospectus, together with additional information described under the headings Incorporation of Information by Reference and Where You Can Find More Information, carefully before you invest in any of our securities. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and a smaller reporting company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended. As such, we have elected to rely on certain reduced public company disclosure requirements. See Prospectus Summary Implications of Being an Emerging Growth Company and a Smaller Reporting Company. Investing in the offered securities involves a high degree of risk. See Risk Factors beginning on page 6 of this prospectus and the section entitled Risk Factors included in our most recent Annual Report on Form 10-K, as revised or supplemented by our subsequent Quarterly Reports on Form 10-Q, which are incorporated herein by reference, for a discussion of information that you should consider before investing in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2020. Sabby Volatility Warrant Master Fund, Ltd., S.H.N Financial investments ltd, North Sound Trading, LP, CVI Investments, Inc., Salthill Investors (Bermuda) L.P., Salthill Partners, L.P. and Gary D. Cohn. We refer to Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited collectively as the Subsidiary Guarantors, and together with Iterum Therapeutics plc, the Guarantors. Pursuant to the Purchase Agreement, Iterum Bermuda issued and sold, and the Guarantors guaranteed, an aggregate of 51,588 units consisting of (i) 6.500% Exchangeable Senior Subordinated Notes due 2025, fully and unconditionally guaranteed on an unsecured senior subordinated basis by the Guarantors, issued by Iterum Bermuda in the aggregate original principal amount of $51,588,000, or the Exchangeable Notes, and (ii) Limited Recourse Royalty-Linked Subordinated Notes, fully and unconditionally guaranteed on an unsecured senior subordinated basis by the Guarantors, issued by Iterum Bermuda in the aggregate original principal amount of $103,176, or the Royalty-Linked Notes, in a private placement, which we refer to as the Private Placement. The closing of the Private Placement was consummated on January 21, 2020. In connection with the Private Placement, we entered into an investor rights agreement with the Private Placement Investors, dated as of January 21, 2020, or the Investor Rights Agreement, pursuant to which we agreed to, among other things, file a registration statement with the Securities and Exchange Commission covering (i) in the case of a registration statement on Form S-1, the resale of the Exchangeable Notes, the ordinary shares issuable in connection with the exchange of the Exchangeable Notes and the Royalty-Linked Notes or (ii) in the case of a registration statement on Form S-3, the ordinary shares issuable in connection with the exchange of the Exchangeable Notes. The Investor Rights Agreement includes customary indemnification rights in connection with the registration statement. Also pursuant to the terms of the Investor Rights Agreement, Sarissa Capital Offshore Master Fund LP, Sarissa Capital Catapult Fund LLC and Sarissa Capital Hawkeye Fund LP, which we refer to collectively with their affiliates as Sarissa, have the right to appoint up to two directors to our board of directors, subject to certain limitations. See Description of Share Capital Appointment of Directors below. In addition, pursuant to the terms of the Investor Rights Agreement, for so long as Sarissa owns 10% of our outstanding ordinary shares on a fully diluted basis, Sarissa has a right of first offer with respect to our future proposed equity financings up to that portion of such new securities which equals Sarissa s then-percentage ownership of our outstanding ordinary shares on a fully diluted basis, subject to specified exceptions for certain exempt issuances and pursuant to specified procedures. See Description of Share Capital Pre-emption Rights, Share Warrants and Share Options below. The foregoing summary descriptions of the Purchase Agreement and the Investor Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which were filed as exhibits to our Current Report on Form 8-K filed on January 17, 2020, and are incorporated by reference herein.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001800801_iterum_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001800801_iterum_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..182acd33c329d3262fcabd210252e18111f5e6cc
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001800801_iterum_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary provides an overview of selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information you should consider before investing in our securities. You should carefully read the prospectus, the information incorporated by reference and the registration statement of which this prospectus is a part in their entirety before investing in our securities, including the information discussed under Risk Factors in this prospectus and the documents incorporated by reference and our financial statements and notes thereto that are incorporated by reference in this prospectus. Some of the statements in this prospectus and the documents incorporated by reference herein constitute forward-looking statements that involve risks and uncertainties. See information set forth under the section Special Note Regarding Forward-Looking Statements. Except where the context otherwise requires, the terms we, us, our, or the Company refer to the business of Iterum Therapeutics plc and its consolidated subsidiaries, and/or, where applicable, to Iterum Therapeutics Bermuda Limited as the issuer of Exchangeable Notes and Royalty-Linked Notes; the term Iterum refers to Iterum Therapeutics plc; the term Iterum Bermuda refers to Iterum Therapeutics Bermuda Limited, an exempted company incorporated under the laws of Bermuda; Subsidiary Guarantors refers to Iterum Therapeutics International Limited, a company formed under the laws of Ireland, Iterum Therapeutics US Limited, a company formed under the laws of Delaware, and Iterum Therapeutics US Holding Limited, a company formed under the laws of Delaware, each a direct or an indirect wholly-owned subsidiary of Iterum; and Guarantors refers to Iterum Therapeutics plc and the Subsidiary Guarantors, unless otherwise specified. Overview of Iterum Therapeutics plc We are a pharmaceutical company dedicated to developing and commercializing sulopenem to be potentially the first and only oral and intravenous (IV) branded penem available globally. Penems, including thiopenems and carbapenems, belong to a class of antibiotics more broadly defined as -lactam antibiotics, the original example of which was penicillin, but which now also includes cephalosporins. Sulopenem is a potent, thiopenem antibiotic delivered intravenously which is active against bacteria that belong to the group of organisms known as gram-negatives and cause urinary tract and intra-abdominal infections. We have also successfully developed sulopenem in an oral tablet formulation, sulopenem etzadroxil-probenecid, which we refer to herein as oral sulopenem. We believe that sulopenem and oral sulopenem have the potential to be important new treatment alternatives to address growing concerns related to antibacterial resistance without the known toxicities of some of the most widely used antibiotics, specifically fluoroquinolones. Our Corporate Information We were incorporated under the laws of Ireland in June 2015 as a limited liability company and re-registered as a public limited company in March 2018. Our principal executive offices are located at Block 2 Floor 3, Harcourt Centre, Harcourt Street, Dublin 2, Ireland and our telephone number is +353 1 9038920. Our U.S. headquarters are located at 200 South Wacker Drive, Suite 2550, Chicago, Illinois 60606, and our telephone number is (312) 778-6070. Iterum Therapeutics Bermuda Limited, an exempted company, was incorporated under the laws of Bermuda on November 6, 2019, and its registered office is located at Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda. Iterum Bermuda is a direct wholly-owned finance subsidiary of Iterum, and conducts no independent operations other than its financing activities. Iterum Bermuda s telephone number is (312) 778-6070. Our website address is www.iterumtx.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. The information in this preliminary prospectus is not complete and may be changed. The selling securityholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and the selling securityholders named in this prospectus are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated October 5, 2020 PRELIMINARY PROSPECTUS ITERUM THERAPEUTICS PLC 6.500% Exchangeable Senior Subordinated Notes due 2025 in the original principal amount of $1,000, issued by Iterum Therapeutics Bermuda Limited and guaranteed on an unsecured senior subordinated basis by Iterum Therapeutics plc, Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited, Limited Recourse Royalty-Linked Subordinated Notes, issued by Iterum Therapeutics Bermuda Limited and guaranteed on an unsecured senior subordinated basis by Iterum Therapeutics plc, Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited, and Ordinary Shares of Iterum Therapeutics plc issuable upon exchange of 6.500% Exchangeable Senior Subordinated Notes due 2025 This prospectus relates to the resale by the selling securityholders identified in this prospectus of (i) $51,588,000 principal amount of 6.500% Exchangeable Senior Subordinated Notes due 2025, issued by Iterum Therapeutics Bermuda Limited, or Iterum Bermuda, and guaranteed on an unsecured senior subordinated basis by Iterum Therapeutics plc, Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited, collectively, the Guarantors, each an Exchangeable Note, (ii) $103,176 principal amount of Limited Recourse Royalty-Linked Subordinated Notes, issued by Iterum Bermuda and guaranteed on an unsecured senior subordinated basis by the Guarantors, each a Royalty-Linked Note, and together with the Exchangeable Notes, the Notes and (iii) ordinary shares that are issuable upon exchange of the Exchangeable Notes, if any. The Notes were initially acquired from us by the selling securityholders in a private placement that closed on January 21, 2020 and that is more fully described in the section entitled Selling Securityholders. We are not selling any securities and will not receive any proceeds from the sale of the securities by the selling securityholders under this prospectus. We have agreed to pay certain expenses incurred in connection with the registration of these securities. The selling securityholders will pay or assume brokerage commissions and similar charges, if any, incurred for the sale of the securities. The selling securityholders identified in this prospectus may offer the securities from time to time through public or private transactions at fixed prices, at prevailing market prices, at varying prices determined at the time of sale, or at privately negotiated prices. We provide more information about how the selling securityholders may sell their securities in the section titled Plan of Distribution beginning on page 138 of this prospectus. We will not be paying any underwriting discounts or commissions in connection with any offering of securities under this prospectus. The Exchangeable Notes will be exchangeable, at Iterum Bermuda s election, into our ordinary shares, cash or a combination of ordinary shares and cash, at an initial exchange rate fixed at 1,000 shares per $1,000 principal Implications of Being an Emerging Growth Company and a Smaller Reporting Company We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include: an exemption from compliance with the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act of 2002 on the design and effectiveness of our internal controls over financial reporting; an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional information about the audit and the financial statements; reduced disclosure about the company s executive compensation arrangements; and exemptions from the requirements to obtain a non-binding advisory vote on executive compensation or a shareholder approval of any golden parachute arrangements. We may take advantage of these provisions until December 31, 2023 or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earlier to occur of: the last day of the fiscal year in which we have more than $1.07 billion in annual revenues; the date we qualify as a large accelerated filer, with a non-affiliate public float in excess of $700 million; or the issuance by us of more than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage of some, but not all, of the available benefits under the JOBS Act. We have taken advantage of some reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of delayed adoption of new or revised accounting standards and, therefore, we will adopt new or revised generally accepted accounting principles in the United States on the relevant dates on which adoption of such standards is required for other public companies that are not emerging growth companies. We are also a smaller reporting company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended. We may remain a smaller reporting company until we have a non-affiliate public float in excess of $250 million and annual revenues in excess of $100 million, or a non-affiliate public float in excess of $700 million and annual revenues less than $100 million, each as determined on an annual basis. Even after we no longer qualify as an emerging growth company, we may still qualify as a smaller reporting company, which would allow us to take advantage of many of the same exemptions from disclosure requirements. Description of Private Placement On January 16, 2020, we entered into a securities purchase agreement, or the Purchase Agreement, by and among Iterum Therapeutics Bermuda Limited, or Iterum Bermuda, as issuer, Iterum Therapeutics plc, as guarantor, Iterum Therapeutics International Limited, as guarantor, Iterum Therapeutics US Limited, as guarantor, and Iterum Therapeutics US Holding Limited, as guarantor, on the one hand, and the following accredited investors, on the other hand, who we refer to collectively as the Private Placement Investors: Advent Life Sciences LLP, Advent Life Sciences Fund II LP, Arix Bioscience Holdings Limited, Canaan X L.P., Frazier Healthcare VII, L.P., Frazier Healthcare VII-A, L.P., New Leaf Ventures III, L.P., New Leaf Biopharma Opportunities II, L.P., Sofinnova Venture Partners IX, L.P., Domain Partners IX, L.P., Pivotal bioVenture Partners Fund I, LP, Sarissa Capital Offshore Master Fund LP, Sarissa Capital Catapult Fund LLC, Sarissa Capital Hawkeye Fund LP, RA Capital Healthcare Fund, L.P., Blackwell Partners LLC Series A, Empery Master Onshore, LLC, Empery Tax Efficient, LP, Empery Tax Efficient II, LP, Lincoln Park Capital Fund, LLC, 683 Capital Partners, LP, SilverArc Capital Alpha Fund I, L.P., SilverArc Capital Alpha Fund II, L.P., 2b LLC, amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $1.00 per ordinary share), subject to anti-dilution adjustments, as set forth in the indenture governing the Exchangeable Notes. The Exchangeable Notes will be redeemable at our option. See Description of Exchangeable Notes. The Exchangeable Notes were issued to the selling securityholders with original issue discount, or OID, for U.S. federal income tax purposes, and U.S. investors generally will be required to include amounts representing OID in their gross income as it accrues each year, even though no cash payments will be made on the Exchangeable Notes until maturity or an earlier redemption, repurchase or exchange. See Material Tax Consequences Material U.S. Federal Income Tax Considerations for U.S. Holders Exchangeable Notes. The Royalty-Linked Notes will entitle the holders thereof to payments, at the applicable payment rate, based solely on a percentage of our net revenues from U.S. sales of specified sulopenem products earned through December 31, 2045, but will not entitle the holders thereof to any payments unless we receive U.S. Food and Drug Administration, or FDA, approval for one or more specified sulopenem products prior to December 31, 2025 and we earn net revenues on such product. If any portion of the principal amount of the outstanding Royalty-Linked Notes, equal to $0.04 per Royalty-Linked Note, has not been paid as of the end date on December 31, 2045 (or December 31, 2025, in the event that we have not yet received FDA approval with respect to one or more specified sulopenem products by such date), Iterum Bermuda must pay the unpaid portion of the principal amount. The Royalty-Linked Notes will earn default interest if we breach certain obligations under the indenture governing the Royalty-Linked Notes (but do not otherwise bear interest) and will be subject to a maximum return amount, including all principal and payments and certain default interest in respect of uncurable defaults, of $160.00 (or 4,000 times the principal amount of such note). The Royalty-Linked Notes will be redeemable at our option. See Description of Royalty-Linked Notes. The terms of the Royalty-Linked Notes are complex, and the treatment of the Royalty-Linked Notes for U.S. federal income tax purposes is subject to substantial uncertainty. Under the indenture governing the Royalty-Linked Notes, we agree, and by acceptance of a Royalty-Linked Note, each beneficial owner of a Royalty-Linked Note will be deemed to have agreed, for U.S. federal income tax purposes, to treat the Royalty-Linked Notes as a contractual right to receive payments from us as and when such payments become payable pursuant to the terms of the Royalty-Linked Notes and not as indebtedness or equity of us or any other person for U.S. federal income tax purposes. This treatment, however, is not binding on the U.S. Internal Revenue Service, and alternative characterizations could apply. See Material Tax Consequences Material U.S. Federal Income Tax Considerations for U.S. Holders Royalty-Linked Notes. You should consult your own tax advisors as to the U.S. federal, state, local and non-U.S. tax consequences relating to the purchase, ownership and disposition of Royalty-Linked Notes (including possible different tax treatments of the Royalty-Linked Notes) in light of your particular situation. Our ordinary shares are traded on the Nasdaq Global Market under the symbol ITRM. On October 2, 2020, the closing sale price of the ordinary shares on the Nasdaq Global Market was $1.06 per share. You should read this prospectus, together with additional information described under the headings Incorporation of Information by Reference and Where You Can Find More Information, carefully before you invest in any of our securities. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and a smaller reporting company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended. As such, we have elected to rely on certain reduced public company disclosure requirements. See Prospectus Summary Implications of Being an Emerging Growth Company and a Smaller Reporting Company. Investing in the offered securities involves a high degree of risk. See Risk Factors beginning on page 6 of this prospectus and the section entitled Risk Factors included in our most recent Annual Report on Form 10-K, as revised or supplemented by our subsequent Quarterly Reports on Form 10-Q, which are incorporated herein by reference, for a discussion of information that you should consider before investing in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2020. Sabby Volatility Warrant Master Fund, Ltd., S.H.N Financial investments ltd, North Sound Trading, LP, CVI Investments, Inc., Salthill Investors (Bermuda) L.P., Salthill Partners, L.P. and Gary D. Cohn. We refer to Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited collectively as the Subsidiary Guarantors, and together with Iterum Therapeutics plc, the Guarantors. Pursuant to the Purchase Agreement, Iterum Bermuda issued and sold, and the Guarantors guaranteed, an aggregate of 51,588 units consisting of (i) 6.500% Exchangeable Senior Subordinated Notes due 2025, fully and unconditionally guaranteed on an unsecured senior subordinated basis by the Guarantors, issued by Iterum Bermuda in the aggregate original principal amount of $51,588,000, or the Exchangeable Notes, and (ii) Limited Recourse Royalty-Linked Subordinated Notes, fully and unconditionally guaranteed on an unsecured senior subordinated basis by the Guarantors, issued by Iterum Bermuda in the aggregate original principal amount of $103,176, or the Royalty-Linked Notes, in a private placement, which we refer to as the Private Placement. The closing of the Private Placement was consummated on January 21, 2020. In connection with the Private Placement, we entered into an investor rights agreement with the Private Placement Investors, dated as of January 21, 2020, or the Investor Rights Agreement, pursuant to which we agreed to, among other things, file a registration statement with the Securities and Exchange Commission covering (i) in the case of a registration statement on Form S-1, the resale of the Exchangeable Notes, the ordinary shares issuable in connection with the exchange of the Exchangeable Notes and the Royalty-Linked Notes or (ii) in the case of a registration statement on Form S-3, the ordinary shares issuable in connection with the exchange of the Exchangeable Notes. The Investor Rights Agreement includes customary indemnification rights in connection with the registration statement. Also pursuant to the terms of the Investor Rights Agreement, Sarissa Capital Offshore Master Fund LP, Sarissa Capital Catapult Fund LLC and Sarissa Capital Hawkeye Fund LP, which we refer to collectively with their affiliates as Sarissa, have the right to appoint up to two directors to our board of directors, subject to certain limitations. See Description of Share Capital Appointment of Directors below. In addition, pursuant to the terms of the Investor Rights Agreement, for so long as Sarissa owns 10% of our outstanding ordinary shares on a fully diluted basis, Sarissa has a right of first offer with respect to our future proposed equity financings up to that portion of such new securities which equals Sarissa s then-percentage ownership of our outstanding ordinary shares on a fully diluted basis, subject to specified exceptions for certain exempt issuances and pursuant to specified procedures. See Description of Share Capital Pre-emption Rights, Share Warrants and Share Options below. The foregoing summary descriptions of the Purchase Agreement and the Investor Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which were filed as exhibits to our Current Report on Form 8-K filed on January 17, 2020, and are incorporated by reference herein.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001800802_iterum_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001800802_iterum_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..182acd33c329d3262fcabd210252e18111f5e6cc
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001800802_iterum_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary provides an overview of selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information you should consider before investing in our securities. You should carefully read the prospectus, the information incorporated by reference and the registration statement of which this prospectus is a part in their entirety before investing in our securities, including the information discussed under Risk Factors in this prospectus and the documents incorporated by reference and our financial statements and notes thereto that are incorporated by reference in this prospectus. Some of the statements in this prospectus and the documents incorporated by reference herein constitute forward-looking statements that involve risks and uncertainties. See information set forth under the section Special Note Regarding Forward-Looking Statements. Except where the context otherwise requires, the terms we, us, our, or the Company refer to the business of Iterum Therapeutics plc and its consolidated subsidiaries, and/or, where applicable, to Iterum Therapeutics Bermuda Limited as the issuer of Exchangeable Notes and Royalty-Linked Notes; the term Iterum refers to Iterum Therapeutics plc; the term Iterum Bermuda refers to Iterum Therapeutics Bermuda Limited, an exempted company incorporated under the laws of Bermuda; Subsidiary Guarantors refers to Iterum Therapeutics International Limited, a company formed under the laws of Ireland, Iterum Therapeutics US Limited, a company formed under the laws of Delaware, and Iterum Therapeutics US Holding Limited, a company formed under the laws of Delaware, each a direct or an indirect wholly-owned subsidiary of Iterum; and Guarantors refers to Iterum Therapeutics plc and the Subsidiary Guarantors, unless otherwise specified. Overview of Iterum Therapeutics plc We are a pharmaceutical company dedicated to developing and commercializing sulopenem to be potentially the first and only oral and intravenous (IV) branded penem available globally. Penems, including thiopenems and carbapenems, belong to a class of antibiotics more broadly defined as -lactam antibiotics, the original example of which was penicillin, but which now also includes cephalosporins. Sulopenem is a potent, thiopenem antibiotic delivered intravenously which is active against bacteria that belong to the group of organisms known as gram-negatives and cause urinary tract and intra-abdominal infections. We have also successfully developed sulopenem in an oral tablet formulation, sulopenem etzadroxil-probenecid, which we refer to herein as oral sulopenem. We believe that sulopenem and oral sulopenem have the potential to be important new treatment alternatives to address growing concerns related to antibacterial resistance without the known toxicities of some of the most widely used antibiotics, specifically fluoroquinolones. Our Corporate Information We were incorporated under the laws of Ireland in June 2015 as a limited liability company and re-registered as a public limited company in March 2018. Our principal executive offices are located at Block 2 Floor 3, Harcourt Centre, Harcourt Street, Dublin 2, Ireland and our telephone number is +353 1 9038920. Our U.S. headquarters are located at 200 South Wacker Drive, Suite 2550, Chicago, Illinois 60606, and our telephone number is (312) 778-6070. Iterum Therapeutics Bermuda Limited, an exempted company, was incorporated under the laws of Bermuda on November 6, 2019, and its registered office is located at Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda. Iterum Bermuda is a direct wholly-owned finance subsidiary of Iterum, and conducts no independent operations other than its financing activities. Iterum Bermuda s telephone number is (312) 778-6070. Our website address is www.iterumtx.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. The information in this preliminary prospectus is not complete and may be changed. The selling securityholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and the selling securityholders named in this prospectus are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated October 5, 2020 PRELIMINARY PROSPECTUS ITERUM THERAPEUTICS PLC 6.500% Exchangeable Senior Subordinated Notes due 2025 in the original principal amount of $1,000, issued by Iterum Therapeutics Bermuda Limited and guaranteed on an unsecured senior subordinated basis by Iterum Therapeutics plc, Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited, Limited Recourse Royalty-Linked Subordinated Notes, issued by Iterum Therapeutics Bermuda Limited and guaranteed on an unsecured senior subordinated basis by Iterum Therapeutics plc, Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited, and Ordinary Shares of Iterum Therapeutics plc issuable upon exchange of 6.500% Exchangeable Senior Subordinated Notes due 2025 This prospectus relates to the resale by the selling securityholders identified in this prospectus of (i) $51,588,000 principal amount of 6.500% Exchangeable Senior Subordinated Notes due 2025, issued by Iterum Therapeutics Bermuda Limited, or Iterum Bermuda, and guaranteed on an unsecured senior subordinated basis by Iterum Therapeutics plc, Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited, collectively, the Guarantors, each an Exchangeable Note, (ii) $103,176 principal amount of Limited Recourse Royalty-Linked Subordinated Notes, issued by Iterum Bermuda and guaranteed on an unsecured senior subordinated basis by the Guarantors, each a Royalty-Linked Note, and together with the Exchangeable Notes, the Notes and (iii) ordinary shares that are issuable upon exchange of the Exchangeable Notes, if any. The Notes were initially acquired from us by the selling securityholders in a private placement that closed on January 21, 2020 and that is more fully described in the section entitled Selling Securityholders. We are not selling any securities and will not receive any proceeds from the sale of the securities by the selling securityholders under this prospectus. We have agreed to pay certain expenses incurred in connection with the registration of these securities. The selling securityholders will pay or assume brokerage commissions and similar charges, if any, incurred for the sale of the securities. The selling securityholders identified in this prospectus may offer the securities from time to time through public or private transactions at fixed prices, at prevailing market prices, at varying prices determined at the time of sale, or at privately negotiated prices. We provide more information about how the selling securityholders may sell their securities in the section titled Plan of Distribution beginning on page 138 of this prospectus. We will not be paying any underwriting discounts or commissions in connection with any offering of securities under this prospectus. The Exchangeable Notes will be exchangeable, at Iterum Bermuda s election, into our ordinary shares, cash or a combination of ordinary shares and cash, at an initial exchange rate fixed at 1,000 shares per $1,000 principal Implications of Being an Emerging Growth Company and a Smaller Reporting Company We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include: an exemption from compliance with the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act of 2002 on the design and effectiveness of our internal controls over financial reporting; an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional information about the audit and the financial statements; reduced disclosure about the company s executive compensation arrangements; and exemptions from the requirements to obtain a non-binding advisory vote on executive compensation or a shareholder approval of any golden parachute arrangements. We may take advantage of these provisions until December 31, 2023 or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earlier to occur of: the last day of the fiscal year in which we have more than $1.07 billion in annual revenues; the date we qualify as a large accelerated filer, with a non-affiliate public float in excess of $700 million; or the issuance by us of more than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage of some, but not all, of the available benefits under the JOBS Act. We have taken advantage of some reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of delayed adoption of new or revised accounting standards and, therefore, we will adopt new or revised generally accepted accounting principles in the United States on the relevant dates on which adoption of such standards is required for other public companies that are not emerging growth companies. We are also a smaller reporting company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended. We may remain a smaller reporting company until we have a non-affiliate public float in excess of $250 million and annual revenues in excess of $100 million, or a non-affiliate public float in excess of $700 million and annual revenues less than $100 million, each as determined on an annual basis. Even after we no longer qualify as an emerging growth company, we may still qualify as a smaller reporting company, which would allow us to take advantage of many of the same exemptions from disclosure requirements. Description of Private Placement On January 16, 2020, we entered into a securities purchase agreement, or the Purchase Agreement, by and among Iterum Therapeutics Bermuda Limited, or Iterum Bermuda, as issuer, Iterum Therapeutics plc, as guarantor, Iterum Therapeutics International Limited, as guarantor, Iterum Therapeutics US Limited, as guarantor, and Iterum Therapeutics US Holding Limited, as guarantor, on the one hand, and the following accredited investors, on the other hand, who we refer to collectively as the Private Placement Investors: Advent Life Sciences LLP, Advent Life Sciences Fund II LP, Arix Bioscience Holdings Limited, Canaan X L.P., Frazier Healthcare VII, L.P., Frazier Healthcare VII-A, L.P., New Leaf Ventures III, L.P., New Leaf Biopharma Opportunities II, L.P., Sofinnova Venture Partners IX, L.P., Domain Partners IX, L.P., Pivotal bioVenture Partners Fund I, LP, Sarissa Capital Offshore Master Fund LP, Sarissa Capital Catapult Fund LLC, Sarissa Capital Hawkeye Fund LP, RA Capital Healthcare Fund, L.P., Blackwell Partners LLC Series A, Empery Master Onshore, LLC, Empery Tax Efficient, LP, Empery Tax Efficient II, LP, Lincoln Park Capital Fund, LLC, 683 Capital Partners, LP, SilverArc Capital Alpha Fund I, L.P., SilverArc Capital Alpha Fund II, L.P., 2b LLC, amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $1.00 per ordinary share), subject to anti-dilution adjustments, as set forth in the indenture governing the Exchangeable Notes. The Exchangeable Notes will be redeemable at our option. See Description of Exchangeable Notes. The Exchangeable Notes were issued to the selling securityholders with original issue discount, or OID, for U.S. federal income tax purposes, and U.S. investors generally will be required to include amounts representing OID in their gross income as it accrues each year, even though no cash payments will be made on the Exchangeable Notes until maturity or an earlier redemption, repurchase or exchange. See Material Tax Consequences Material U.S. Federal Income Tax Considerations for U.S. Holders Exchangeable Notes. The Royalty-Linked Notes will entitle the holders thereof to payments, at the applicable payment rate, based solely on a percentage of our net revenues from U.S. sales of specified sulopenem products earned through December 31, 2045, but will not entitle the holders thereof to any payments unless we receive U.S. Food and Drug Administration, or FDA, approval for one or more specified sulopenem products prior to December 31, 2025 and we earn net revenues on such product. If any portion of the principal amount of the outstanding Royalty-Linked Notes, equal to $0.04 per Royalty-Linked Note, has not been paid as of the end date on December 31, 2045 (or December 31, 2025, in the event that we have not yet received FDA approval with respect to one or more specified sulopenem products by such date), Iterum Bermuda must pay the unpaid portion of the principal amount. The Royalty-Linked Notes will earn default interest if we breach certain obligations under the indenture governing the Royalty-Linked Notes (but do not otherwise bear interest) and will be subject to a maximum return amount, including all principal and payments and certain default interest in respect of uncurable defaults, of $160.00 (or 4,000 times the principal amount of such note). The Royalty-Linked Notes will be redeemable at our option. See Description of Royalty-Linked Notes. The terms of the Royalty-Linked Notes are complex, and the treatment of the Royalty-Linked Notes for U.S. federal income tax purposes is subject to substantial uncertainty. Under the indenture governing the Royalty-Linked Notes, we agree, and by acceptance of a Royalty-Linked Note, each beneficial owner of a Royalty-Linked Note will be deemed to have agreed, for U.S. federal income tax purposes, to treat the Royalty-Linked Notes as a contractual right to receive payments from us as and when such payments become payable pursuant to the terms of the Royalty-Linked Notes and not as indebtedness or equity of us or any other person for U.S. federal income tax purposes. This treatment, however, is not binding on the U.S. Internal Revenue Service, and alternative characterizations could apply. See Material Tax Consequences Material U.S. Federal Income Tax Considerations for U.S. Holders Royalty-Linked Notes. You should consult your own tax advisors as to the U.S. federal, state, local and non-U.S. tax consequences relating to the purchase, ownership and disposition of Royalty-Linked Notes (including possible different tax treatments of the Royalty-Linked Notes) in light of your particular situation. Our ordinary shares are traded on the Nasdaq Global Market under the symbol ITRM. On October 2, 2020, the closing sale price of the ordinary shares on the Nasdaq Global Market was $1.06 per share. You should read this prospectus, together with additional information described under the headings Incorporation of Information by Reference and Where You Can Find More Information, carefully before you invest in any of our securities. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and a smaller reporting company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended. As such, we have elected to rely on certain reduced public company disclosure requirements. See Prospectus Summary Implications of Being an Emerging Growth Company and a Smaller Reporting Company. Investing in the offered securities involves a high degree of risk. See Risk Factors beginning on page 6 of this prospectus and the section entitled Risk Factors included in our most recent Annual Report on Form 10-K, as revised or supplemented by our subsequent Quarterly Reports on Form 10-Q, which are incorporated herein by reference, for a discussion of information that you should consider before investing in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2020. Sabby Volatility Warrant Master Fund, Ltd., S.H.N Financial investments ltd, North Sound Trading, LP, CVI Investments, Inc., Salthill Investors (Bermuda) L.P., Salthill Partners, L.P. and Gary D. Cohn. We refer to Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited collectively as the Subsidiary Guarantors, and together with Iterum Therapeutics plc, the Guarantors. Pursuant to the Purchase Agreement, Iterum Bermuda issued and sold, and the Guarantors guaranteed, an aggregate of 51,588 units consisting of (i) 6.500% Exchangeable Senior Subordinated Notes due 2025, fully and unconditionally guaranteed on an unsecured senior subordinated basis by the Guarantors, issued by Iterum Bermuda in the aggregate original principal amount of $51,588,000, or the Exchangeable Notes, and (ii) Limited Recourse Royalty-Linked Subordinated Notes, fully and unconditionally guaranteed on an unsecured senior subordinated basis by the Guarantors, issued by Iterum Bermuda in the aggregate original principal amount of $103,176, or the Royalty-Linked Notes, in a private placement, which we refer to as the Private Placement. The closing of the Private Placement was consummated on January 21, 2020. In connection with the Private Placement, we entered into an investor rights agreement with the Private Placement Investors, dated as of January 21, 2020, or the Investor Rights Agreement, pursuant to which we agreed to, among other things, file a registration statement with the Securities and Exchange Commission covering (i) in the case of a registration statement on Form S-1, the resale of the Exchangeable Notes, the ordinary shares issuable in connection with the exchange of the Exchangeable Notes and the Royalty-Linked Notes or (ii) in the case of a registration statement on Form S-3, the ordinary shares issuable in connection with the exchange of the Exchangeable Notes. The Investor Rights Agreement includes customary indemnification rights in connection with the registration statement. Also pursuant to the terms of the Investor Rights Agreement, Sarissa Capital Offshore Master Fund LP, Sarissa Capital Catapult Fund LLC and Sarissa Capital Hawkeye Fund LP, which we refer to collectively with their affiliates as Sarissa, have the right to appoint up to two directors to our board of directors, subject to certain limitations. See Description of Share Capital Appointment of Directors below. In addition, pursuant to the terms of the Investor Rights Agreement, for so long as Sarissa owns 10% of our outstanding ordinary shares on a fully diluted basis, Sarissa has a right of first offer with respect to our future proposed equity financings up to that portion of such new securities which equals Sarissa s then-percentage ownership of our outstanding ordinary shares on a fully diluted basis, subject to specified exceptions for certain exempt issuances and pursuant to specified procedures. See Description of Share Capital Pre-emption Rights, Share Warrants and Share Options below. The foregoing summary descriptions of the Purchase Agreement and the Investor Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which were filed as exhibits to our Current Report on Form 8-K filed on January 17, 2020, and are incorporated by reference herein.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001802645_wu-ba_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001802645_wu-ba_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..283f58a19c2e059bdf5ee6fc922cb20e929137f6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001802645_wu-ba_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. In this prospectus, the Company, we, us, and our refer to Wu Ba Superior Products Holding Group Inc. Corporate History Wu Ba Superior Products Holding Group Inc. ( we , the Company or Wu Ba ) was incorporated in the State of Nevada on June 23, 2010. Until December of 2018, the Company was known as Rarus Technologies, Inc.. On January 29, 2018, the Eighth Judicial District Court in Clark County, Nevada, appointed an affiliate of David Lazar as custodian of the Company. On May 2, 2018, control of the Company was transferred by the entity controlled by Mr. Lazar to Mr. Chen Yanhuan, our Chairman and principal executive officer and sole director, by selling Mr. Yanhuan 10,000,000 shares of Series A Preferred Stock for a purchase price of $400,000. Effective December 17, 2018 we changed our name from Rarus Technologies, Inc. to Wu Ba Superior Products Holding Group Inc. Effective as of January 22, 2019 the Company conducted a 100 for 1 reverse split reorganization whereby each 100 shares of outstanding common stock were exchanged for one share of common stock. In connection with the foregoing, we changed our trading symbol from RARS to WBWB and began trading as WBWB effective on February 20, 2019. Effective as of December 20, 2019, we effectuated a reverse stock split of our common stock of 10 for 1 in contemplation of the acquisition of Living Cycle described below. This resulted in 1,586,419 shares of common stock issued and outstanding. All share amounts set forth herein shall reflect the reverse splits (unless otherwise specified). On December 27, 2019, we consummated the transactions contemplated by the Share Exchange Agreement among the Company, Living Cycle Holding Ltd., a British Virgin Islands corporation ( Living Cycle ) and the four shareholders of Living Cycle, pursuant to which we acquired all the ordinary shares of Living Cycle in exchange for the issuance to the shareholders of Living Cycle of an aggregate of 100,000,000 shares of the Company. These four shareholders are the selling security holders in this prospectus and are all affiliates. As a result of the transactions contemplated by the Share Exchange Agreement, Living Cycle became a wholly-owned subsidiary of the Company. Wu Ba, through its wholly owned subsidiary, Living Cycle and its subsidiaries and the Variable Interest Entity ( VIE ) own and operate an active e-commerce business in the People s Republic of China. Our business is an e-commerce platform which offers marketplace services that enable third-party merchants to sell their products to consumers in China. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED PROSPECTUS WU BA SUPERIOR PRODUCTS HOLDING GROUP INC. 33,333,000 shares of Common Stock This prospectus relates to shares of common stock of Wu Ba Superior Products Holding Group Inc. which may be offered by the selling shareholders for their own account. The shares of common stock being offered by the selling shareholders pursuant to this prospectus are restricted securities under the Securities Act of 1933, as amended (the Securities Act ), before their sale under this prospectus. This prospectus has been prepared for the purpose of registering these shares of common stock under the Securities Act to allow for a sale by the selling shareholders to the public without restriction. Each of the selling shareholders and the participating brokers or dealers may be deemed to be an underwriter within the meaning of the Securities Act, in which event any profit on the sale of shares by such selling shareholder, and any commissions or discounts received by the brokers or dealers, may be deemed to be underwriting compensation under the Securities Act. The registration of the shares of our common stock covered by this prospectus does not necessarily mean that any shares of our common stock will be sold by any of the selling shareholders, and we cannot predict when or in what amounts any of the selling shareholders may sell any of our shares of common stock offered by this prospectus. Our common stock is quoted on the OTC Pink Marketplace under the symbol WBWB. On September 11, 2020, the closing price of our common stock was $0.15. We are not selling any shares of our common stock under this prospectus and will not receive any proceeds from any sale or disposition by the selling shareholders of the shares of our common stock covered by this prospectus. We are paying the expenses incurred in registering the shares. Investing in our securities involves a high degree of risk. Before making any investment decision, you should carefully review and consider all the information in this prospectus and the documents incorporated by reference herein, including the risks and uncertainties described under Risk Factors beginning on page 8. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision. We are an emerging growth company as defined in the Jumpstart Our Business Startups Act ( JOBS Act ). The date of this prospectus is October 1, 2020 SUMMARY OF THE OFFERING The following is a summary of the shares being offered by the selling shareholders: Common stock offered by selling shareholders Up to 33,333,000 shares of common stock. This represents an aggregate of 32.81% of our outstanding common stock. (1) Common stock outstanding prior to the offering 101,587,053 shares Common stock outstanding after the offering 101,587,053 shares Terms of the Offering The Selling Shareholders will determine when and how they will sell the common stock offered in this prospectus. as more fully provided in the Plan of Distribution section of this prospectus commencing Page 59. Use of proceeds We are not selling any shares of the common stock covered by this prospectus. As such, we will not receive any of the offering proceeds from the registration of the shares of Common Stock covered by this prospectus.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001802830_pelican_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001802830_pelican_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8df3b3fa8552abf51c44a974ef2a8c4411cc0d99
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001802830_pelican_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary identifies those aspects of the offering that are the most significant. This summary is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should carefully read this prospectus in its entirety before investing in our common stock, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and related notes included elsewhere in this prospectus. The Company Pelican Delivers, Inc. ( we , us or the Company ) is a mobile application that connect consumers ( Buyers ) with cannabis dispensaries ( Dispensaries ) and delivery drivers ( Drivers ) in order to effect the sale and delivery of cannabis products in the currently complex legal environment which defines the state by state cannabis marketplace. We have patented a method of cannabis delivery that streamlines the process of marijuana sales by utilizing the internet to facilitate the product marketing, sales and delivery. This unique online system ultimately provides consumers with more choices and greater logistical ease of access to cannabis products, while offering additional marketing and sales for existing Dispensaries. Our objective is to continue to grow and provide a platform that will allow Buyers to identify and order cannabis products from their choice of independent, subscribing Dispensaries, and then have those products transported by a licensed Driver, or available for pick-up, without impacting the operations of the Dispensary. In doing so, we have released our mobile service application, and begun our marketing campaign in the hope of attracting cannabis consumers and Dispensaries to our service. We currently do not have an arrangement for financing with any outside investors or firms. To date, our business and operations have been funded through a loose arrangement with our founders, Dave and Tina Comeau, or through companies they control. This investment by our founders, since September 2019, has been documented into a Revolving Credit Promissory Note (the Note ) issued by the Company on April 1, 2020 in the amount of $355,601. Pursuant to the terms of this Note, the Comeau s may, but are not required to, provide us with continued financial support until outside financing is obtained. Any such additional financing by the Comeau s or their associated companies will be added to the Note. A further discussion of this Note and its terms are provide below and the entire Note is provided in an attachment to this Prospectus (See Exhibit 10.12). We may thus not be able to obtain financing when required. Obtaining additional financing would be subject to several factors, including but not limited to, the success of our product launch in our various target markets, the state of the economy and the level of investor interest in our product. We have not yet earned any significant revenues from our operations. As of March 31, 2020, we had $14,087 cash on hand, prepaid expenses and other current assets of $17,622, and current liabilities in the amount of $140,723. Accordingly, our working capital position as of March 31, 2020, was a deficit of $109,015. Since our inception (September 4, 2018) through March 31, 2020, we incurred a cumulative combined net loss of $751,188 (Predecessor and Successor periods combined). Since September 30, 2019, as noted above, our founders have been providing us with short term funding, without interest, in order to support our operations and growth. This interim funding was refinanced into an interest bearing Note on April 1, 2020. . As these founders continue to provide our business funding, any additional advances will be added to this Note, similar to a revolving credit loan. The obligation to pay back this loan with interest at the federal funds rate will accrue and be due on March 31, 2022. While there is no commitment to continue such funding, our founders have indicated their willingness to continue these revolving credit loans until business revenues or outside financing is sufficient to support our operations. It should be noted, however, that there is no legal obligation on the founders to continue loaning money to the company. . We attribute our cumulative combined net loss through March 31, 2010 to having insufficient revenues to offset our expenses and the professional fees related to the creation and operation of our business. Our management estimates that, until such time as we are able to generate profits from the sale of our services, we will continue to experience negative cash flow. Our business plan is to pursue the growth of our business operations as described in this Prospectus. We do not have any current or future plans to engage in mergers or acquisitions with other companies or entities. Please take note that as a result of the above facts and others applicable to our business, our auditors have raised substantial doubt as to our ability to continue as a going concern. See REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. Our fiscal year end is December 31. Our principal office is located at 3100 Bucklin Hill Road, Suite 220, Silverdale, WA 98383. Table of Contents Selling Shareholders The following persons are identified as the Selling Shareholders. The Selling Shareholders are offering the number of shares of the Company s common stock next to their name below. None of the proceeds of any sales made by the Selling Shareholders as part of this offering will accrue to the Company. Selling Shareholder Relationship (2) Shares owned Shares being offered Percent owned upon completion (3) David Baker(1) Executive Director 2,400,000 540,000 11.2% Vadim Tarasov Consultant/CTO 800,000 180,000 3.7% Byron Kwok Consultant 800,000 180,000 3.7% (1) Mr. Baker s shares are being registered pursuant to a registration rights provision in the Mercadyne Advisory agreement attached hereto as Exhibit 10.1. Additional shares may be required to be registered under this agreement at a later date. (2) within the past three years. (3) Assuming the sale of all shares offered by the Corporation and the selling shareholders. The Offering Securities Being Offered Up to 3,000,000 shares of newly issued common stock from the Company and 900,000 shares of previously issues common stock from the Selling Shareholders. Offering Price The offering price of the common stock is $2.00 per share. There is no public market for our common stock. We cannot give any assurance that the shares offered will have a market value, or that they can be resold at the offered price if and when an active secondary market might develop, or that a public market for our securities may be sustained even if developed. The absence of a public market for our stock will make it difficult to sell your shares in our stock. Upon the effectiveness of the registration statement of which this prospectus is a part, we intend to apply through FINRA to the over-the-counter bulletin board, through a market maker that is a licensed broker dealer, or to another trading platform such as NASDAQ, to allow the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934. We currently have no market maker who is willing to list quotations for our stock. Further, even assuming we do locate such a market maker, it could take several months before the market maker s listing application for our shares is approved. Not Applicable Total Number of Shares To Be Sold in This Offering 3,900,000 Securities Issued 13,660,000 shares of our common stock are issued and outstanding as of the date of this prospectus. Our officers and directors own an aggregate of approximately 100% of these issued and outstanding common shares of our company and therefore have substantial control of our operations at this time. Upon the completion of this offering, our officers and directors may still own as much as 76% of the issued and outstanding shares of our common stock if the maximum number of shares is sold. Number of Shares Outstanding After the Offering If All of The Shares Are Sold 16,660,000 Use of Proceeds If we are successful at selling all the shares we are offering, our proceeds from this offering will be approximately $6,000,000. We intend to use these proceeds to execute our business plan. Offering Period The shares are being offered for a period up to 120 days after the date of this Prospectus, unless extended by us for an additional 90-day period. Table of Contents Summary Financial Information Derived from un-audited financial statements of March 31, 2020 Balance Sheet Data March 31, 2020 Cash $ 14,087 Total Assets $ 648,446 Current Liabilities $ 140,723 Long Term Liabilities $ 355,601 Total Liabilities $ 496,324 Total Shareholders Equity $ 152,122 Working Capital Deficit $ (109,014 ) Statement of Operations From inception (September 4, 2018) to March 31, 2020 Revenue $ 24,351 Cumulative net loss $ (751,188 ) Emerging Growth Company Status We are an "emerging growth company" as defined under the Jumpstart our Business Startups Act ("JOBS Act"). We will remain an "emerging growth company" for up to five years, or until the earliest of: (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period. As an "emerging growth company," we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to: not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act ( Sarbanes Oxley ) (we also will not be subject to the auditor attestation requirements of section 404(b) as long as we are a "smaller reporting company," which includes issuers that had a public float of less than $75 million as of the last business day of their most recently completed second fiscal quarter); reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period provided in section 7(a)(2)(B) of the Securities Act of 1933 (the "Securities Act") for complying with new or revised accounting standards. Under this provision, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001803284_hygge_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001803284_hygge_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ee989940445872975e54ba1a6f6f0e0d0344e976
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001803284_hygge_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights selected information, such as the company s current operations and summary financial information contained in this Prospectus. This summary does not contain all the information that may be important to you. You should read the more detailed information contained in this Prospectus, including but not limited to, the risk factors beginning on page 7. In addition, certain statements are forward-looking statements, which involve risks and uncertainties. See Disclosure Regarding Forward-Looking Statements. References in this Prospectus to Hygge Integrated Brands Corp , Hygge Hound Hygge IBC , Company , we , our , or us refer to Hygge Integrated Brands Corp. and its subsidiary unless otherwise indicated or the context otherwise requires. Forward-Looking Statements In addition to historical information, this prospectus contains forward-looking statements. The words "forecast", "eliminate", "project", "intend", "expect", "should", "believe" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including those discussed in "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Except as required by law, we assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Our Company Hygge Integrated Brands Corp., a Nevada corporation, was formed under the laws of the State of Nevada on February 15, 2018. Hygge Integrated Brands Corp., operating as Hygge Hound, is a contemporary lifestyle brand for pet owners that embodies true Scandinavian minimalism combined with practical functionality. Our products, made with pets, humans and homes in mind, focuses on natural materials and clean, simple, minimalist design for pets. Hygge Hound intends to expand production of a range of dog products, including dog beds and grooming products, which embody the hygge philosophy - living in comfort, happiness and in complete absence of stress and nuisance. Currently we offer through our website www.myhyggehound.com hypoallergenic pet shampoo and premium dog beds. Our pet shampoo is manufactured in the United States and dog beds are manufactured in Canada. On May 4, 2018, the Company formed a wholly owned subsidiary, Hygge Integrated Brands Corp. (Canada), an Ontario, Canada Corporation ( HIBC CAD ). We are a development stage company with a limited operating history, operations and revenues and we will need to raise capital to implement our planned operations. Accordingly, for the foreseeable future, we will continue to be dependent on revenues from operations and additional financing in order to maintain our operations and continue with our corporate activities. This offering and any investment in our common stock involves a high degree of risk. If our future revenues are not sufficient to cover our operating costs, we may be obliged to cease business operations due to lack of funds. To date, we have relied upon sales of our securities in unregistered private placement transactions and cash advances from our officer and director to fund our operations. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing for us to fund our planned business activities. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders. Our sole director owns 1,500,000 (60.70%) of the 2,471,000 outstanding shares of our common stock as of the date of this offering. Accordingly, she will have significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all, or substantially all, of our assets. Our principal executive office is located at 1 Yonge St., Unit 1801, Toronto, Ontario, Canada M5E 1W7 and our telephone number is (416) 214-3656. Our primary website address is www.myhyggehound.com. The information on, or that can be accessed through this website, is not part of this prospectus.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001803827_pipergy_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001803827_pipergy_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bc0403a2ea4cf43282f68dac4518146ef5213b05
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001803827_pipergy_prospectus_summary.txt
@@ -0,0 +1,85 @@
+Prospectus Summary
+
+6
+
+Risk Factors
+
+7
+
+Forward-Looking Statements
+
+15
+
+Use of Proceeds
+
+17
+
+Plan of Distribution
+
+18
+
+Description of Business
+
+20
+
+Dilution
+
+22
+
+Dividend Policy
+
+22
+
+Management's Discussion and Analysis of Financial Condition and Results of Operations
+
+23
+
+Directors, Executive Officers, Promoters and Control Persons
+
+25
+
+Security Ownership of Certain Beneficial Owners and Management
+
+30
+
+Certain Relationships and Related Transactions
+
+31
+
+Description of Capital Stock
+
+32
+
+Selling Stockholders
+
+33
+
+Shares Eligible for Future Sale
+
+33
+
+Disclosure of Commission Position on Indemnification for Securities Act liabilities
+
+34
+
+Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
+
+34
+
+Market for Common Stock and Related Stockholder Matters
+
+34
+
+Experts
+
+35
+
+Legal Proceedings
+
+35
+
+Legal Matters
+
+35
+
+Where You Can Find More In
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001804506_hub-deals_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001804506_hub-deals_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f59c9e90fb2f452408b51b3262f7a3a63c9bbac3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001804506_hub-deals_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 5
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001804850_amcor_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001804850_amcor_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..18f4893eb3dd233fcbce7e75212713595544f0b6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001804850_amcor_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information about us, the New Notes being offered by this prospectus and the Exchange Offers being made hereby. This summary is not complete and does not contain all of the information that you should consider prior to deciding whether or not to exchange your Existing Notes for New Notes. For a more complete understanding of Amcor, the New Notes and the Exchange Offers being made hereby, we encourage you to read this prospectus, as well as the documents incorporated and deemed to be incorporated by reference into this prospectus, in their entirety. Overview Amcor plc was incorporated on July 31, 2018 under the name "Arctic Jersey Limited" as a limited company under the laws of the Bailiwick of Jersey, in order to effect the acquisition of Bemis (the "Bemis Acquisition"), a global manufacturer of flexible packaging products, by Amcor Pty Ltd (then known as Amcor Limited). On October 10, 2018, Arctic Jersey Limited was renamed "Amcor plc" and became a public limited company incorporated under the Laws of the Bailiwick of Jersey. Upon incorporation and until the completion of the Bemis Acquisition, Amcor plc was a subsidiary of Amcor Pty Ltd. On June 11, 2019, the Bemis Acquisition was completed pursuant to the definitive merger agreement (the "Agreement") between Amcor Pty Ltd and Bemis dated August 6, 2018. In accordance with the terms of the Agreement, Bemis's shareholders received 5.1 shares of Amcor plc for each share of Bemis stock and Amcor Pty Ltd's shareholders received one Amcor plc CHESS Depositary Instrument ("CDI") for each share of Amcor Pty Ltd's stock issued and outstanding and Bemis and Amcor Pty Ltd became wholly-owned subsidiaries of Amcor plc. Upon completion of the transaction, Amcor plc's shares were registered with the SEC and traded on the New York Stock Exchange ("NYSE") under the symbol "AMCR" and the CDI's representing Amcor plc's shares on the Australian Securities Exchange ("ASX") are traded under the symbol "AMC." In addition, Amcor Pty Ltd's shares were delisted from the ASX and Bemis's shares were delisted from the NYSE. In order to satisfy certain regulatory approvals in connection with the Bemis Acquisition, the company was required to divest three of Bemis's medical packaging facilities located in the United Kingdom and Ireland ("EC Remedy") and three Amcor medical packaging facilities in the United States ("U.S. Remedy"). The company completed the sale of U.S. Remedy in the fourth quarter of fiscal year 2019 and, on August 8, 2019, the company completed the sale of EC Remedy (together with the sale of U.S. Remedy, the "Remedy Sales"). Amcor is a global packaging company with total sales of approximately $9.5 billion in fiscal year 2019 (including only 20 days of Bemis's sales from June 11, 2019 to June 30, 2019). Pro forma the Bemis Acquisition and the Remedy Sales, Amcor had total sales of approximately $13 billion in fiscal year 2019. We employ approximately 50,000 people across approximately 250 sites in more than 40 countries, and are a leader in developing and producing a broad range of packaging products including flexible and rigid packaging, specialty cartons and closures. In fiscal year 2019, the majority of sales were made to the defensive food, beverage, pharmaceutical, medical device home and personal care, and other consumer goods end markets. As a result of the Bemis Acquisition, Amcor gained Bemis's significant positions in consumer packaging in North America and Brazil. Amcor has a long history of growth in its core businesses, which has been derived from both organic and acquisition sources. Amcor's inorganic growth through acquisitions has facilitated its expansion into new geographies and industries. In the last ten years, Amcor has completed several acquisitions ranging from small business to larger-scale company acquisitions. The transactions which have had a material impact on Amcor's business portfolio in recent years include the acquisitions of Alcan Packaging in February 2010, Ball Plastics Packaging in August 2010, Alusa in June 2016 and the Bemis Acquisition. In an effort to enhance shareholder value, the company also demerged its Delaware (State or other jurisdiction of incorporation or organization) 3990 (Primary Standard Industrial Classification Code Number) 95-4559504 (I.R.S. Employer Identification Number) 2801 SW 149th Avenue, Suite 350, Miramar, Florida 33027 United States of America +1 954 499 4800 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents Australasia and Packaging Distribution business in December 2013 to enable Amcor to increase its focus and better pursue its growth agenda and strategic priorities. Business Strategy Strategy Our strategy consists of three components: a focused portfolio, differentiated capabilities, and our aspiration to be THE leading global packaging company. To fulfill our aspiration, we are determined to win for our customers, employees, shareholders and the environment. Focused portfolio Our portfolio of businesses share some important characteristics: a focus on primary packaging for fast-moving consumer goods, good industry structure, attractive relative growth, and multiple paths for us to win from our leadership position, scale and other competitive advantages. These criteria have led us to the focused portfolio of strong businesses we have today across flexible and rigid packaging, specialty cartons, and closures. Differentiated capabilities 'The Amcor Way' describes the capabilities deployed consistently across Amcor that enable us to get leverage across our portfolio: Talent, Commercial Excellence, Operational Leadership, Innovation, and Cash and Capital Discipline. Segment Information Flexibles Segment The Flexibles Segment develops and supplies flexible packaging globally. With approximately 43,000 employees at 190 facilities in 38 countries as of June 30, 2019, the Flexibles Segment is one of the world's largest suppliers of plastic, aluminum and fiber based flexible packaging. In fiscal year 2019, Flexibles accounted for approximately 70% of our consolidated net sales. Pro forma the Bemis Acquisition and the Remedy Sales, in fiscal year 2019, Flexibles accounted for approximately 78% of our consolidated net sales. Rigid Packaging Segment The Rigid Packaging Segment is one of the world's largest manufacturers of rigid plastic containers and related products. As of June 30, 2019, the Rigid Packaging Segment employed approximately 6,000 employees at 60 facilities in 12 countries. In fiscal year 2019, Rigid Packaging accounted for approximately 30% of our consolidated net sales. Pro forma the Bemis Acquisition and the Remedy Sales, in fiscal year 2019, Rigid Packaging accounted for approximately 22% of our consolidated net sales. Corporate Information Amcor plc's principal executive offices are located at 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom and its telephone number is +44 117 9753200. Bemis is a Missouri See Table of Additional Registrant Guarantors Below Table of Contents corporation and a 100%-owned subsidiary of Amcor plc. Bemis' principal executive offices are located at 2301 Industrial Drive, Neenah, WI 54956, United States and its telephone number is +1 920 527 5500. AFUI is a Delaware corporation and a 100%-owned subsidiary of Amcor plc. AFUI's principal executive offices are located at 2801 SW 149th Avenue, Suite 350, Miramar, FL 33027, United States and its telephone number is +1 954 499 4800. Our website is www.amcor.com. Information contained on or accessible through our website is not a part of this prospectus, other than documents that Amcor plc files with the SEC and incorporates by reference into this prospectus. Additional information about us is included in documents incorporated by reference into this prospectus. See "Where You Can Find More Information" and "Incorporation By Reference." Robert Mermelstein President Amcor Finance (USA), Inc. 2801 SW 149th Avenue, Suite 350, Miramar, Florida 33027 United States of America +1 954 499 4800 (Name, address, including zip code, and telephone number, including area code, of agent for service) with copies to: Mimma Barila Sidley Austin Level 10, 7 Macquarie Place Sydney, New South Wales 2000 Australia +61 2 8214 2200 Table of Contents Summary Description of the Exchange Offers The following is a description of some of the terms of the Exchange Offers. The following information is provided solely for your convenience, is not complete and does not contain all of the information that you need to consider in deciding whether or not to exchange your Existing Notes for New Notes. You should read the information appearing in this prospectus under the captions "Risk Factors," "The Exchange Offers," "Description of the New Notes," "Material United States Federal Income Tax Considerations" and "Plan of Distribution," as well as the other information contained in and incorporated by reference into this prospectus, for additional information concerning the terms of the Exchange Offers and the New Notes and the risks of investing in the New Notes. Background; Existing Notes In connection with the completion of certain private exchange offers, on June 13, 2019, Bemis issued $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 (the "Existing 2021 Notes") and $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 (the "Existing Bemis 2026 Notes") and AFUI issued $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 (the "Existing AFUI 2026 Notes") and $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 (the "Existing 2028 Notes"), each of which series of notes was not registered under the Securities Act, and which, collectively, we refer to in this prospectus as the "Existing Notes." Accordingly, in connection with the issuance of each series of Existing Notes, on June 13, 2019, the applicable Issuer and the applicable Guarantors entered into a registration rights agreement (each a "Registration Rights Agreement" and, collectively, the "Registration Rights Agreements") with the dealer managers for the private exchange offers, with respect to such series of Existing Notes. We are making the Exchange Offers in order to satisfy our obligations under the Registration Rights Agreements. The Exchange Offers On the terms and subject to the conditions set forth herein, Bemis is offering to exchange up to $346,652,000 aggregate principal amount of its 4.500% Guaranteed Senior Notes due 2021 that have been registered under the Securities Act (the "New 2021 Notes") for an equal principal amount of the Existing 2021 Notes (CUSIPs: 081437AM7; 081437AN5; U07321AG4; and U07321AH2) and up to $293,200,000 aggregate principal amount of its 3.100% Guaranteed Senior Notes due 2026 that have been registered under the Securities Act (the "New Bemis 2026 Notes") for an equal principal amount of the Existing Bemis 2026 Notes (CUSIPs: 081437AP0; 081437AQ8; and U07321AJ8). Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed maximum offering price per note Proposed maximum aggregate offering price(1) Amount of registration fee 4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc. $346,652,000 100% $346,652,000 $44,995.43 Guarantees of 4.500% Guaranteed Senior Notes due 2021(2) (3) 3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc. $293,200,000 100% $293,200,000 $38,057.36 Guarantees of 3.100% Guaranteed Senior Notes due 2026(2) (3) 3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc. $591,266,000 100% $591,266,000 $76,746.33 Guarantees of 3.625% Guaranteed Senior Notes due 2026(2) (3) 4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc. $497,508,000 100% $497,508,000 $64,576.54 Guarantees of 4.500% Guaranteed Senior Notes due 2028(2) (3) (1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended. (2)Bemis Company, Inc. fully and unconditionally guarantees the 3.625% Guaranteed Senior Notes due 2026 and the 4.500% Guaranteed Senior Notes due 2028 and Amcor Finance (USA), Inc. fully and unconditionally guarantees the 4.500% Guaranteed Senior Notes due 2021 and the 3.100% Guaranteed Senior Notes due 2026. See inside facing page for additional registrant guarantors, all of which are guarantors of each series of notes. (3)In accordance with Rule 457(n) under the Securities Act, no separate registration fee for the guarantees is payable. Table of Contents On the terms and subject to the conditions set forth herein, AFUI is offering to exchange up to $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 that have been registered under the Securities Act (the "New AFUI 2026 Notes") for an equal principal amount of the Existing AFUI 2026 Notes (CUSIPs: 02343UAC9; 02343UAD7; U02411AC7; and U02411AD5) and up to $497,508,000 aggregate principal amount of its 4.500% Guaranteed Senior Notes due 2028 that have been registered under the Securities Act (the "New 2028 Notes" and, together with the New 2021 Notes, the New Bemis 2026 Notes and the New AFUI 2026 Notes, the "New Notes") for an equal principal amount of the Existing 2028 Notes (CUSIPs: 02343UAE5; U02411AE3; and U02411AF0). The terms of each series of New Notes are substantially identical to those of the corresponding series of Existing Notes, except that the New Notes have been registered under the Securities Act, will not be subject to the transfer restrictions applicable to the Existing Notes, will not be entitled to the payment of additional interest provided for in the applicable Registration Rights Agreement, will not be entitled to registration rights or (subject to possible limited exceptions) other rights under the applicable Registration Rights Agreement, and the first interest payment date for and date from which interest will accrue on the New Notes of a series will be different from these applicable to the Existing Notes of that series. Each series of New Notes will also have a separate CUSIP number from that of the Existing Notes of the corresponding series. We sometimes refer to the New Notes and Existing Notes as, collectively, the "Notes" or, individually, a "Note." Except where the context indicates otherwise, references to the Notes, include the related Guarantees. The Existing Bemis Notes were issued and the New Bemis Notes will be issued under an indenture, dated as of June 13, 2019 (the "Bemis Notes Indenture"), among Bemis, as issuer, the Bemis Guarantors, as guarantors, and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"). The Existing AFUI Notes were issued and the New AFUI Notes will be issued under an indenture, dated as of June 13, 2019 (the "AFUI Notes Indenture"), among AFUI, as issuer, the AFUI Guarantors, as guarantors, and the Trustee. We refer to the Bemis Notes Indenture and the AFUI Notes Indenture together, as the "Indentures" and each, an "Indenture". The New Notes of a particular series and any Existing Notes of that series that remain outstanding after the related Exchange Offer will constitute a single series of notes under the Indenture for that series. The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Expiration Date Each Exchange Offer will expire at 5:00 p.m., New York City time, on , 2020 (which is the 21st business day following the date of this prospectus), unless extended or terminated in the applicable Issuer's sole and absolute discretion (which right is subject to applicable law). The term "Expiration Date" means , 2020, except that if an Issuer, in its sole and absolute discretion, extends the period of time during which an applicable Exchange Offer is open, "Expiration Date" shall mean, with respect to that Exchange Offer, the latest date to which that Exchange Offer has been extended. For further information, see "The Exchange Offers Terms of the Exchange Offers; Period for Tendering Existing Notes." Settlement Date The settlement date for each Exchange Offer (the "Settlement Date") will be promptly following the Expiration Date for such Exchange Offer and is expected to be within two business days after such Expiration Date. Representations by Tendering Holders By tendering your Existing Notes, you will acknowledge, represent and warrant to and agree with the applicable Issuer, the applicable Guarantors, the Exchange Agent and the Trustee that, among other things: you are not an "affiliate" (as defined in Rule 405 under the Securities Act) of the applicable Issuer or the applicable Guarantors; any New Notes you receive in the Exchange Offers will be acquired by you in the ordinary course of your business; you have no arrangement or understanding with any person to engage in, and you are not engaged in and do not intend to engage in, the distribution (within the meaning of the Securities Act) of the New Notes in violation of the Securities Act; you are not a broker-dealer that will receive New Notes in the Exchange Offers in exchange for Existing Notes that you purchased from the applicable Issuer for resale pursuant to Rule 144A under the Securities Act or any other available exemption from registration under the Securities Act; and if you are a broker-dealer that will receive New Notes for your own account in the Exchange Offers in exchange for Existing Notes that you acquired as a result of your market-making or other trading activities, you acknowledge that you will deliver (or, to the extent permitted by applicable law, make available) a prospectus meeting the requirements of the Securities Act to purchasers in connection with any resale of the New Notes you receive. For further information, see "Plan of Distribution." Table of Contents TABLE OF ADDITIONAL REGISTRANT GUARANTORS Exact Name of Additional Registrant as Specified in its Charter* State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification No. Amcor plc Jersey (Channel Islands) 98-1455367 Amcor UK Finance PLC England and Wales Not Applicable Amcor Pty Ltd Australia Not Applicable Table of Contents By tendering your Existing Notes, you will be deemed to make these and other acknowledgements, representations, warranties and agreements. For further information, see "The Exchange Offers Representations, Warranties and Covenants by Tendering Owners" and "The Exchange Offers Resales of New Notes." Conditions to the Exchange Offers Each Exchange Offer is subject to certain customary conditions, which may be waived by the applicable Issuer. No Exchange Offer is conditioned on the completion of any other Exchange Offer. In addition, an Issuer may amend the terms of an Exchange Offer without a corresponding amendment being made to the terms of any other Exchange Offer. For further information, see "The Exchange Offers Conditions to the Exchange Offers." Procedures for Tendering the Existing Notes The Existing Notes are currently in book-entry form and represented by global Existing Notes (the "Global Existing Notes") registered in the name of The Depository Trust Company ("DTC") or its nominee. Accordingly, you must tender your Existing Notes pursuant to DTC's Automated Tender Offer Program ("ATOP") for which the Exchange Offers are eligible and comply with the other procedures described in this prospectus. If you wish to tender your Existing Notes pursuant to an Exchange Offer, you must, prior to 5:00 p.m., New York City time, on the Expiration Date (i) transmit your acceptance of the applicable Exchange Offer (or cause same to be transmitted) through ATOP, (ii) transfer or cause your Existing Notes to be transferred through ATOP to the Exchange Agent's account at DTC established for purposes of the applicable Exchange Offer and (iii) cause DTC to transmit to the Exchange Agent an electronic confirmation of such transfer (a "Book-Entry Confirmation") that includes a message (an "Agent's Message") stating (i) the aggregate principal amount of Existing Notes that the applicable DTC participant has tendered on your behalf pursuant to the applicable Exchange Offer, (ii) that DTC has received from the tendering DTC participant an express acknowledgment that such participant has received a copy of this prospectus and agrees to be bound by the terms and conditions set forth in this prospectus and (iii) that the applicable Issuer may enforce such agreement against the tendering DTC participant. An Agent's Message in respect of a tender of Existing Notes must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date for such tender to be valid. There is no letter of transmittal for Existing Notes tendered in connection with the Exchange Offers. *The address for the principal executive office of Amcor plc and Amcor UK Finance PLC is 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom and the telephone number of that principal executive office is +44 117 9753200. The address for Amcor Pty Ltd's principal executive office is Level 11, 60 City Road, Southbank, Victoria 3006, Australia and the telephone number of Amcor Pty Ltd's principal executive office is +61 3 9226 9000. The primary standard industrial classification code number of each additional registrant is 3990. Table of Contents You may tender any or all of your Existing Notes; provided that Existing Notes may only be tendered in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and, if any Existing Note is tendered in part, the untendered portion of such Existing Note must be a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof. For further information, see "The Exchange Offers Procedures for Tendering Existing Notes" and "The Exchange Offers Book-Entry Transfers." If you are the beneficial owner of Existing Notes in book-entry form that are held through or registered in the name of a broker, dealer, bank or other financial institution or nominee and you wish to tender those Existing Notes in an Exchange Offer, you must promptly instruct such broker, dealer, bank or other financial institution or nominee, as the case may be, to tender those Existing Notes on your behalf prior to the expiration of the applicable Exchange Offer or, if you are a direct participant in DTC, you may give those instructions directly to DTC. So long as the Existing Notes of a particular series are in book-entry form represented by one or more Global Existing Notes, this is the only manner in which you will be able to tender your Existing Notes of that series. Withdrawal; Non-Acceptance You may withdraw, no later than 5:00 p.m., New York City time, on the Expiration Date of an Exchange Offer, any Existing Notes that you have tendered in that Exchange Offer by following the procedures described in this prospectus. Any Existing Notes which have been tendered for exchange but which are withdrawn or otherwise are not exchanged for any reason will be credited to the accounts at DTC of the applicable DTC participants without cost to the holders of such Existing Notes promptly after withdrawal of such Existing Notes or expiration or termination of the applicable Exchange Offer, as the case may be. For further information, see "The Exchange Offers Withdrawal Rights." No Guaranteed Delivery There are no guaranteed delivery procedures available in connection with the Exchange Offers. Accordingly, holders of Existing Notes must deliver or cause their Existing Notes and all other required documentation to be delivered to the Exchange Agent in accordance with the procedures described in this prospectus prior to 5:00 p.m., New York City time, on the Expiration Date for the related Exchange Offer. No Appraisal or Dissenters' Rights Holders of the Existing Notes do not have any appraisal or dissenters' rights in connection with the Exchange Offers. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED March 9, 2020 PRELIMINARY PROSPECTUS Bemis Company, Inc. Amcor Finance (USA), Inc. OFFERS TO EXCHANGE Any and all outstanding $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc. for Up to $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc. that have been registered under the Securities Act of 1933 and Any and all outstanding $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc. for Up to $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc. that have been registered under the Securities Act of 1933 OFFERS TO EXCHANGE Any and all outstanding $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc. for Up to $591,266,000 aggregate principal amount 3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc. that have been registered under the Securities Act of 1933 and Any and all outstanding $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc. for Up to $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc. that have been registered under the Securities Act of 1933 These exchange offers will expire at 5:00 p.m., New York City time, on , 2020, unless extended. This prospectus relates to the separate Exchange Offers (as defined below) being made by Bemis Company, Inc. ("Bemis") and Amcor Finance (USA), Inc. ("AFUI," and, together with Bemis, the "Issuers"), as applicable. Bemis has issued $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 (the "Existing 2021 Notes") and $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 (the "Existing Bemis 2026 Notes" and, together with the Existing 2021 Notes, the "Existing Bemis Notes") and AFUI has issued $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 (the "Existing AFUI 2026 Notes") and $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 (the "Existing 2028 Notes" and, together with the Existing AFUI 2026 Notes, the "Existing AFUI Notes"), in each case in private placement transactions. Amcor plc, Amcor Pty Ltd (formerly known as Amcor Limited) , AFUI and Amcor UK Finance PLC ("Amcor UK") each fully and unconditionally guarantee the Existing 2021 Notes and the Existing Bemis 2026 Notes; Amcor plc, Amcor Pty Ltd , Bemis and Amcor UK each fully and unconditionally guarantee the Existing AFUI 2026 Notes and the Existing 2028 Notes. Upon the terms and subject to the conditions set forth in this prospectus, Bemis is offering to exchange up to $346,652,000 aggregate principal amount of a new issue of 4.500% Guaranteed Senior Notes due 2021 (the "New 2021 Notes") and up to $293,200,000 aggregate principal amount of a new issue of 3.100% Guaranteed Senior Notes due 2026 (the "New Bemis 2026 Notes" and, together with the New 2021 Notes, the "New Bemis Notes") and the respective related guarantees as described below, for an equal principal amount of the corresponding series of Existing 2021 Notes and Existing Bemis 2026 Notes and the respective related guarantees. AFUI is offering to exchange up to $591,266,000 aggregate principal amount of a new issue of 3.625% Guaranteed Senior Notes due 2026 (the "New AFUI 2026 Notes") and up to $497,508,000 aggregate principal amount of a new issue of 4.500% Guaranteed Senior Notes due 2028 (the "New 2028 Notes" and, together with the New AFUI 2026 Notes, the "New AFUI Notes" and, together with the New Bemis Notes, the "New Notes") and the respective related guarantees as described below, for an equal principal amount of the corresponding series of Existing AFUI 2026 Notes and Existing 2028 Notes and the respective related guarantees. We refer to (i) each offer to exchange as an "Exchange Offer" and collectively as the "Exchange Offers"; (ii) the Existing Bemis Notes and the Existing AFUI Notes, collectively, as the "Existing Notes"; and (iii) the New Notes together with the Existing Notes as the "Notes." The New Notes will be unsecured and unsubordinated obligations of the applicable Issuer and will rank equally with the applicable Issuer's existing and future unsubordinated debt. The New Bemis Notes will be guaranteed on a joint and several basis (the "Bemis Guarantees") by Amcor plc, Amcor Pty Ltd, AFUI and Amcor UK (each, a "Bemis Guarantor" and collectively, the "Bemis Guarantors"). The New AFUI Notes will be guaranteed on a joint and several basis (the "AFUI Guarantees" and, together with the Bemis Guarantees, the "Guarantees") by Amcor plc, Amcor Pty Ltd, Bemis and Amcor UK (each, an "AFUI Guarantor" and collectively, the "AFUI Guarantors" and, together with the Bemis Guarantors, the "Guarantors"). The Guarantees will be unsecured and unsubordinated obligations of the Guarantors and will rank equally with all existing and future unsubordinated debt of each Guarantor. Each Issuer will exchange New Notes of each series issued by it for any and all of the outstanding Existing Notes of the corresponding series that are validly tendered and not validly withdrawn prior to the expiration or termination of the applicable Exchange Offer being made by this prospectus. You may withdraw, no later than 5:00 p.m., New York City time, on the Expiration Date (as defined herein) of the applicable Exchange Offer, any Existing Notes that you have tendered in the applicable Exchange Offer. Each Exchange Offer is subject to certain customary conditions that may be waived by the applicable Issuer. The terms of each series of New Notes are substantially identical to those of the corresponding series of Existing Notes, except that the New Notes of each series are registered under the Securities Act of 1933, as amended (the "Securities Act"), and the transfer restrictions, registration rights and related additional interest provisions applicable to the corresponding series of Existing Notes will not apply to the New Notes of such series. Each series of New Notes will also have a separate CUSIP number from that of the Existing Notes of the corresponding series. The exchange of Existing Notes for New Notes will not be a taxable event for U.S. federal income tax purposes. See "Material United States Federal Income Tax Considerations" for more information. Neither the Issuers nor the Guarantors will receive any proceeds from the Exchange Offers. If you do not exchange your Existing Notes for New Notes in the Exchange Offers, your Existing Notes will remain outstanding and will continue to accrue interest but will remain subject to restrictions on transfers. Each broker-dealer that receives New Notes for its own account pursuant to an Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. Each Issuer and the applicable Guarantors have agreed that, starting on the date of completion of an applicable Exchange Offer and ending on the close of business 180 days after such completion, they will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution". No public market exists for the New Notes or the Existing Notes. Neither the New Notes nor the Existing Notes will be listed on any securities exchange or included in any quotation system.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001805005_amcor-uk_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001805005_amcor-uk_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..18f4893eb3dd233fcbce7e75212713595544f0b6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001805005_amcor-uk_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information about us, the New Notes being offered by this prospectus and the Exchange Offers being made hereby. This summary is not complete and does not contain all of the information that you should consider prior to deciding whether or not to exchange your Existing Notes for New Notes. For a more complete understanding of Amcor, the New Notes and the Exchange Offers being made hereby, we encourage you to read this prospectus, as well as the documents incorporated and deemed to be incorporated by reference into this prospectus, in their entirety. Overview Amcor plc was incorporated on July 31, 2018 under the name "Arctic Jersey Limited" as a limited company under the laws of the Bailiwick of Jersey, in order to effect the acquisition of Bemis (the "Bemis Acquisition"), a global manufacturer of flexible packaging products, by Amcor Pty Ltd (then known as Amcor Limited). On October 10, 2018, Arctic Jersey Limited was renamed "Amcor plc" and became a public limited company incorporated under the Laws of the Bailiwick of Jersey. Upon incorporation and until the completion of the Bemis Acquisition, Amcor plc was a subsidiary of Amcor Pty Ltd. On June 11, 2019, the Bemis Acquisition was completed pursuant to the definitive merger agreement (the "Agreement") between Amcor Pty Ltd and Bemis dated August 6, 2018. In accordance with the terms of the Agreement, Bemis's shareholders received 5.1 shares of Amcor plc for each share of Bemis stock and Amcor Pty Ltd's shareholders received one Amcor plc CHESS Depositary Instrument ("CDI") for each share of Amcor Pty Ltd's stock issued and outstanding and Bemis and Amcor Pty Ltd became wholly-owned subsidiaries of Amcor plc. Upon completion of the transaction, Amcor plc's shares were registered with the SEC and traded on the New York Stock Exchange ("NYSE") under the symbol "AMCR" and the CDI's representing Amcor plc's shares on the Australian Securities Exchange ("ASX") are traded under the symbol "AMC." In addition, Amcor Pty Ltd's shares were delisted from the ASX and Bemis's shares were delisted from the NYSE. In order to satisfy certain regulatory approvals in connection with the Bemis Acquisition, the company was required to divest three of Bemis's medical packaging facilities located in the United Kingdom and Ireland ("EC Remedy") and three Amcor medical packaging facilities in the United States ("U.S. Remedy"). The company completed the sale of U.S. Remedy in the fourth quarter of fiscal year 2019 and, on August 8, 2019, the company completed the sale of EC Remedy (together with the sale of U.S. Remedy, the "Remedy Sales"). Amcor is a global packaging company with total sales of approximately $9.5 billion in fiscal year 2019 (including only 20 days of Bemis's sales from June 11, 2019 to June 30, 2019). Pro forma the Bemis Acquisition and the Remedy Sales, Amcor had total sales of approximately $13 billion in fiscal year 2019. We employ approximately 50,000 people across approximately 250 sites in more than 40 countries, and are a leader in developing and producing a broad range of packaging products including flexible and rigid packaging, specialty cartons and closures. In fiscal year 2019, the majority of sales were made to the defensive food, beverage, pharmaceutical, medical device home and personal care, and other consumer goods end markets. As a result of the Bemis Acquisition, Amcor gained Bemis's significant positions in consumer packaging in North America and Brazil. Amcor has a long history of growth in its core businesses, which has been derived from both organic and acquisition sources. Amcor's inorganic growth through acquisitions has facilitated its expansion into new geographies and industries. In the last ten years, Amcor has completed several acquisitions ranging from small business to larger-scale company acquisitions. The transactions which have had a material impact on Amcor's business portfolio in recent years include the acquisitions of Alcan Packaging in February 2010, Ball Plastics Packaging in August 2010, Alusa in June 2016 and the Bemis Acquisition. In an effort to enhance shareholder value, the company also demerged its Delaware (State or other jurisdiction of incorporation or organization) 3990 (Primary Standard Industrial Classification Code Number) 95-4559504 (I.R.S. Employer Identification Number) 2801 SW 149th Avenue, Suite 350, Miramar, Florida 33027 United States of America +1 954 499 4800 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents Australasia and Packaging Distribution business in December 2013 to enable Amcor to increase its focus and better pursue its growth agenda and strategic priorities. Business Strategy Strategy Our strategy consists of three components: a focused portfolio, differentiated capabilities, and our aspiration to be THE leading global packaging company. To fulfill our aspiration, we are determined to win for our customers, employees, shareholders and the environment. Focused portfolio Our portfolio of businesses share some important characteristics: a focus on primary packaging for fast-moving consumer goods, good industry structure, attractive relative growth, and multiple paths for us to win from our leadership position, scale and other competitive advantages. These criteria have led us to the focused portfolio of strong businesses we have today across flexible and rigid packaging, specialty cartons, and closures. Differentiated capabilities 'The Amcor Way' describes the capabilities deployed consistently across Amcor that enable us to get leverage across our portfolio: Talent, Commercial Excellence, Operational Leadership, Innovation, and Cash and Capital Discipline. Segment Information Flexibles Segment The Flexibles Segment develops and supplies flexible packaging globally. With approximately 43,000 employees at 190 facilities in 38 countries as of June 30, 2019, the Flexibles Segment is one of the world's largest suppliers of plastic, aluminum and fiber based flexible packaging. In fiscal year 2019, Flexibles accounted for approximately 70% of our consolidated net sales. Pro forma the Bemis Acquisition and the Remedy Sales, in fiscal year 2019, Flexibles accounted for approximately 78% of our consolidated net sales. Rigid Packaging Segment The Rigid Packaging Segment is one of the world's largest manufacturers of rigid plastic containers and related products. As of June 30, 2019, the Rigid Packaging Segment employed approximately 6,000 employees at 60 facilities in 12 countries. In fiscal year 2019, Rigid Packaging accounted for approximately 30% of our consolidated net sales. Pro forma the Bemis Acquisition and the Remedy Sales, in fiscal year 2019, Rigid Packaging accounted for approximately 22% of our consolidated net sales. Corporate Information Amcor plc's principal executive offices are located at 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom and its telephone number is +44 117 9753200. Bemis is a Missouri See Table of Additional Registrant Guarantors Below Table of Contents corporation and a 100%-owned subsidiary of Amcor plc. Bemis' principal executive offices are located at 2301 Industrial Drive, Neenah, WI 54956, United States and its telephone number is +1 920 527 5500. AFUI is a Delaware corporation and a 100%-owned subsidiary of Amcor plc. AFUI's principal executive offices are located at 2801 SW 149th Avenue, Suite 350, Miramar, FL 33027, United States and its telephone number is +1 954 499 4800. Our website is www.amcor.com. Information contained on or accessible through our website is not a part of this prospectus, other than documents that Amcor plc files with the SEC and incorporates by reference into this prospectus. Additional information about us is included in documents incorporated by reference into this prospectus. See "Where You Can Find More Information" and "Incorporation By Reference." Robert Mermelstein President Amcor Finance (USA), Inc. 2801 SW 149th Avenue, Suite 350, Miramar, Florida 33027 United States of America +1 954 499 4800 (Name, address, including zip code, and telephone number, including area code, of agent for service) with copies to: Mimma Barila Sidley Austin Level 10, 7 Macquarie Place Sydney, New South Wales 2000 Australia +61 2 8214 2200 Table of Contents Summary Description of the Exchange Offers The following is a description of some of the terms of the Exchange Offers. The following information is provided solely for your convenience, is not complete and does not contain all of the information that you need to consider in deciding whether or not to exchange your Existing Notes for New Notes. You should read the information appearing in this prospectus under the captions "Risk Factors," "The Exchange Offers," "Description of the New Notes," "Material United States Federal Income Tax Considerations" and "Plan of Distribution," as well as the other information contained in and incorporated by reference into this prospectus, for additional information concerning the terms of the Exchange Offers and the New Notes and the risks of investing in the New Notes. Background; Existing Notes In connection with the completion of certain private exchange offers, on June 13, 2019, Bemis issued $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 (the "Existing 2021 Notes") and $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 (the "Existing Bemis 2026 Notes") and AFUI issued $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 (the "Existing AFUI 2026 Notes") and $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 (the "Existing 2028 Notes"), each of which series of notes was not registered under the Securities Act, and which, collectively, we refer to in this prospectus as the "Existing Notes." Accordingly, in connection with the issuance of each series of Existing Notes, on June 13, 2019, the applicable Issuer and the applicable Guarantors entered into a registration rights agreement (each a "Registration Rights Agreement" and, collectively, the "Registration Rights Agreements") with the dealer managers for the private exchange offers, with respect to such series of Existing Notes. We are making the Exchange Offers in order to satisfy our obligations under the Registration Rights Agreements. The Exchange Offers On the terms and subject to the conditions set forth herein, Bemis is offering to exchange up to $346,652,000 aggregate principal amount of its 4.500% Guaranteed Senior Notes due 2021 that have been registered under the Securities Act (the "New 2021 Notes") for an equal principal amount of the Existing 2021 Notes (CUSIPs: 081437AM7; 081437AN5; U07321AG4; and U07321AH2) and up to $293,200,000 aggregate principal amount of its 3.100% Guaranteed Senior Notes due 2026 that have been registered under the Securities Act (the "New Bemis 2026 Notes") for an equal principal amount of the Existing Bemis 2026 Notes (CUSIPs: 081437AP0; 081437AQ8; and U07321AJ8). Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed maximum offering price per note Proposed maximum aggregate offering price(1) Amount of registration fee 4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc. $346,652,000 100% $346,652,000 $44,995.43 Guarantees of 4.500% Guaranteed Senior Notes due 2021(2) (3) 3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc. $293,200,000 100% $293,200,000 $38,057.36 Guarantees of 3.100% Guaranteed Senior Notes due 2026(2) (3) 3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc. $591,266,000 100% $591,266,000 $76,746.33 Guarantees of 3.625% Guaranteed Senior Notes due 2026(2) (3) 4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc. $497,508,000 100% $497,508,000 $64,576.54 Guarantees of 4.500% Guaranteed Senior Notes due 2028(2) (3) (1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended. (2)Bemis Company, Inc. fully and unconditionally guarantees the 3.625% Guaranteed Senior Notes due 2026 and the 4.500% Guaranteed Senior Notes due 2028 and Amcor Finance (USA), Inc. fully and unconditionally guarantees the 4.500% Guaranteed Senior Notes due 2021 and the 3.100% Guaranteed Senior Notes due 2026. See inside facing page for additional registrant guarantors, all of which are guarantors of each series of notes. (3)In accordance with Rule 457(n) under the Securities Act, no separate registration fee for the guarantees is payable. Table of Contents On the terms and subject to the conditions set forth herein, AFUI is offering to exchange up to $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 that have been registered under the Securities Act (the "New AFUI 2026 Notes") for an equal principal amount of the Existing AFUI 2026 Notes (CUSIPs: 02343UAC9; 02343UAD7; U02411AC7; and U02411AD5) and up to $497,508,000 aggregate principal amount of its 4.500% Guaranteed Senior Notes due 2028 that have been registered under the Securities Act (the "New 2028 Notes" and, together with the New 2021 Notes, the New Bemis 2026 Notes and the New AFUI 2026 Notes, the "New Notes") for an equal principal amount of the Existing 2028 Notes (CUSIPs: 02343UAE5; U02411AE3; and U02411AF0). The terms of each series of New Notes are substantially identical to those of the corresponding series of Existing Notes, except that the New Notes have been registered under the Securities Act, will not be subject to the transfer restrictions applicable to the Existing Notes, will not be entitled to the payment of additional interest provided for in the applicable Registration Rights Agreement, will not be entitled to registration rights or (subject to possible limited exceptions) other rights under the applicable Registration Rights Agreement, and the first interest payment date for and date from which interest will accrue on the New Notes of a series will be different from these applicable to the Existing Notes of that series. Each series of New Notes will also have a separate CUSIP number from that of the Existing Notes of the corresponding series. We sometimes refer to the New Notes and Existing Notes as, collectively, the "Notes" or, individually, a "Note." Except where the context indicates otherwise, references to the Notes, include the related Guarantees. The Existing Bemis Notes were issued and the New Bemis Notes will be issued under an indenture, dated as of June 13, 2019 (the "Bemis Notes Indenture"), among Bemis, as issuer, the Bemis Guarantors, as guarantors, and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"). The Existing AFUI Notes were issued and the New AFUI Notes will be issued under an indenture, dated as of June 13, 2019 (the "AFUI Notes Indenture"), among AFUI, as issuer, the AFUI Guarantors, as guarantors, and the Trustee. We refer to the Bemis Notes Indenture and the AFUI Notes Indenture together, as the "Indentures" and each, an "Indenture". The New Notes of a particular series and any Existing Notes of that series that remain outstanding after the related Exchange Offer will constitute a single series of notes under the Indenture for that series. The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Expiration Date Each Exchange Offer will expire at 5:00 p.m., New York City time, on , 2020 (which is the 21st business day following the date of this prospectus), unless extended or terminated in the applicable Issuer's sole and absolute discretion (which right is subject to applicable law). The term "Expiration Date" means , 2020, except that if an Issuer, in its sole and absolute discretion, extends the period of time during which an applicable Exchange Offer is open, "Expiration Date" shall mean, with respect to that Exchange Offer, the latest date to which that Exchange Offer has been extended. For further information, see "The Exchange Offers Terms of the Exchange Offers; Period for Tendering Existing Notes." Settlement Date The settlement date for each Exchange Offer (the "Settlement Date") will be promptly following the Expiration Date for such Exchange Offer and is expected to be within two business days after such Expiration Date. Representations by Tendering Holders By tendering your Existing Notes, you will acknowledge, represent and warrant to and agree with the applicable Issuer, the applicable Guarantors, the Exchange Agent and the Trustee that, among other things: you are not an "affiliate" (as defined in Rule 405 under the Securities Act) of the applicable Issuer or the applicable Guarantors; any New Notes you receive in the Exchange Offers will be acquired by you in the ordinary course of your business; you have no arrangement or understanding with any person to engage in, and you are not engaged in and do not intend to engage in, the distribution (within the meaning of the Securities Act) of the New Notes in violation of the Securities Act; you are not a broker-dealer that will receive New Notes in the Exchange Offers in exchange for Existing Notes that you purchased from the applicable Issuer for resale pursuant to Rule 144A under the Securities Act or any other available exemption from registration under the Securities Act; and if you are a broker-dealer that will receive New Notes for your own account in the Exchange Offers in exchange for Existing Notes that you acquired as a result of your market-making or other trading activities, you acknowledge that you will deliver (or, to the extent permitted by applicable law, make available) a prospectus meeting the requirements of the Securities Act to purchasers in connection with any resale of the New Notes you receive. For further information, see "Plan of Distribution." Table of Contents TABLE OF ADDITIONAL REGISTRANT GUARANTORS Exact Name of Additional Registrant as Specified in its Charter* State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification No. Amcor plc Jersey (Channel Islands) 98-1455367 Amcor UK Finance PLC England and Wales Not Applicable Amcor Pty Ltd Australia Not Applicable Table of Contents By tendering your Existing Notes, you will be deemed to make these and other acknowledgements, representations, warranties and agreements. For further information, see "The Exchange Offers Representations, Warranties and Covenants by Tendering Owners" and "The Exchange Offers Resales of New Notes." Conditions to the Exchange Offers Each Exchange Offer is subject to certain customary conditions, which may be waived by the applicable Issuer. No Exchange Offer is conditioned on the completion of any other Exchange Offer. In addition, an Issuer may amend the terms of an Exchange Offer without a corresponding amendment being made to the terms of any other Exchange Offer. For further information, see "The Exchange Offers Conditions to the Exchange Offers." Procedures for Tendering the Existing Notes The Existing Notes are currently in book-entry form and represented by global Existing Notes (the "Global Existing Notes") registered in the name of The Depository Trust Company ("DTC") or its nominee. Accordingly, you must tender your Existing Notes pursuant to DTC's Automated Tender Offer Program ("ATOP") for which the Exchange Offers are eligible and comply with the other procedures described in this prospectus. If you wish to tender your Existing Notes pursuant to an Exchange Offer, you must, prior to 5:00 p.m., New York City time, on the Expiration Date (i) transmit your acceptance of the applicable Exchange Offer (or cause same to be transmitted) through ATOP, (ii) transfer or cause your Existing Notes to be transferred through ATOP to the Exchange Agent's account at DTC established for purposes of the applicable Exchange Offer and (iii) cause DTC to transmit to the Exchange Agent an electronic confirmation of such transfer (a "Book-Entry Confirmation") that includes a message (an "Agent's Message") stating (i) the aggregate principal amount of Existing Notes that the applicable DTC participant has tendered on your behalf pursuant to the applicable Exchange Offer, (ii) that DTC has received from the tendering DTC participant an express acknowledgment that such participant has received a copy of this prospectus and agrees to be bound by the terms and conditions set forth in this prospectus and (iii) that the applicable Issuer may enforce such agreement against the tendering DTC participant. An Agent's Message in respect of a tender of Existing Notes must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date for such tender to be valid. There is no letter of transmittal for Existing Notes tendered in connection with the Exchange Offers. *The address for the principal executive office of Amcor plc and Amcor UK Finance PLC is 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom and the telephone number of that principal executive office is +44 117 9753200. The address for Amcor Pty Ltd's principal executive office is Level 11, 60 City Road, Southbank, Victoria 3006, Australia and the telephone number of Amcor Pty Ltd's principal executive office is +61 3 9226 9000. The primary standard industrial classification code number of each additional registrant is 3990. Table of Contents You may tender any or all of your Existing Notes; provided that Existing Notes may only be tendered in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and, if any Existing Note is tendered in part, the untendered portion of such Existing Note must be a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof. For further information, see "The Exchange Offers Procedures for Tendering Existing Notes" and "The Exchange Offers Book-Entry Transfers." If you are the beneficial owner of Existing Notes in book-entry form that are held through or registered in the name of a broker, dealer, bank or other financial institution or nominee and you wish to tender those Existing Notes in an Exchange Offer, you must promptly instruct such broker, dealer, bank or other financial institution or nominee, as the case may be, to tender those Existing Notes on your behalf prior to the expiration of the applicable Exchange Offer or, if you are a direct participant in DTC, you may give those instructions directly to DTC. So long as the Existing Notes of a particular series are in book-entry form represented by one or more Global Existing Notes, this is the only manner in which you will be able to tender your Existing Notes of that series. Withdrawal; Non-Acceptance You may withdraw, no later than 5:00 p.m., New York City time, on the Expiration Date of an Exchange Offer, any Existing Notes that you have tendered in that Exchange Offer by following the procedures described in this prospectus. Any Existing Notes which have been tendered for exchange but which are withdrawn or otherwise are not exchanged for any reason will be credited to the accounts at DTC of the applicable DTC participants without cost to the holders of such Existing Notes promptly after withdrawal of such Existing Notes or expiration or termination of the applicable Exchange Offer, as the case may be. For further information, see "The Exchange Offers Withdrawal Rights." No Guaranteed Delivery There are no guaranteed delivery procedures available in connection with the Exchange Offers. Accordingly, holders of Existing Notes must deliver or cause their Existing Notes and all other required documentation to be delivered to the Exchange Agent in accordance with the procedures described in this prospectus prior to 5:00 p.m., New York City time, on the Expiration Date for the related Exchange Offer. No Appraisal or Dissenters' Rights Holders of the Existing Notes do not have any appraisal or dissenters' rights in connection with the Exchange Offers. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED March 9, 2020 PRELIMINARY PROSPECTUS Bemis Company, Inc. Amcor Finance (USA), Inc. OFFERS TO EXCHANGE Any and all outstanding $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc. for Up to $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc. that have been registered under the Securities Act of 1933 and Any and all outstanding $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc. for Up to $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc. that have been registered under the Securities Act of 1933 OFFERS TO EXCHANGE Any and all outstanding $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc. for Up to $591,266,000 aggregate principal amount 3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc. that have been registered under the Securities Act of 1933 and Any and all outstanding $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc. for Up to $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc. that have been registered under the Securities Act of 1933 These exchange offers will expire at 5:00 p.m., New York City time, on , 2020, unless extended. This prospectus relates to the separate Exchange Offers (as defined below) being made by Bemis Company, Inc. ("Bemis") and Amcor Finance (USA), Inc. ("AFUI," and, together with Bemis, the "Issuers"), as applicable. Bemis has issued $346,652,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2021 (the "Existing 2021 Notes") and $293,200,000 aggregate principal amount of 3.100% Guaranteed Senior Notes due 2026 (the "Existing Bemis 2026 Notes" and, together with the Existing 2021 Notes, the "Existing Bemis Notes") and AFUI has issued $591,266,000 aggregate principal amount of 3.625% Guaranteed Senior Notes due 2026 (the "Existing AFUI 2026 Notes") and $497,508,000 aggregate principal amount of 4.500% Guaranteed Senior Notes due 2028 (the "Existing 2028 Notes" and, together with the Existing AFUI 2026 Notes, the "Existing AFUI Notes"), in each case in private placement transactions. Amcor plc, Amcor Pty Ltd (formerly known as Amcor Limited) , AFUI and Amcor UK Finance PLC ("Amcor UK") each fully and unconditionally guarantee the Existing 2021 Notes and the Existing Bemis 2026 Notes; Amcor plc, Amcor Pty Ltd , Bemis and Amcor UK each fully and unconditionally guarantee the Existing AFUI 2026 Notes and the Existing 2028 Notes. Upon the terms and subject to the conditions set forth in this prospectus, Bemis is offering to exchange up to $346,652,000 aggregate principal amount of a new issue of 4.500% Guaranteed Senior Notes due 2021 (the "New 2021 Notes") and up to $293,200,000 aggregate principal amount of a new issue of 3.100% Guaranteed Senior Notes due 2026 (the "New Bemis 2026 Notes" and, together with the New 2021 Notes, the "New Bemis Notes") and the respective related guarantees as described below, for an equal principal amount of the corresponding series of Existing 2021 Notes and Existing Bemis 2026 Notes and the respective related guarantees. AFUI is offering to exchange up to $591,266,000 aggregate principal amount of a new issue of 3.625% Guaranteed Senior Notes due 2026 (the "New AFUI 2026 Notes") and up to $497,508,000 aggregate principal amount of a new issue of 4.500% Guaranteed Senior Notes due 2028 (the "New 2028 Notes" and, together with the New AFUI 2026 Notes, the "New AFUI Notes" and, together with the New Bemis Notes, the "New Notes") and the respective related guarantees as described below, for an equal principal amount of the corresponding series of Existing AFUI 2026 Notes and Existing 2028 Notes and the respective related guarantees. We refer to (i) each offer to exchange as an "Exchange Offer" and collectively as the "Exchange Offers"; (ii) the Existing Bemis Notes and the Existing AFUI Notes, collectively, as the "Existing Notes"; and (iii) the New Notes together with the Existing Notes as the "Notes." The New Notes will be unsecured and unsubordinated obligations of the applicable Issuer and will rank equally with the applicable Issuer's existing and future unsubordinated debt. The New Bemis Notes will be guaranteed on a joint and several basis (the "Bemis Guarantees") by Amcor plc, Amcor Pty Ltd, AFUI and Amcor UK (each, a "Bemis Guarantor" and collectively, the "Bemis Guarantors"). The New AFUI Notes will be guaranteed on a joint and several basis (the "AFUI Guarantees" and, together with the Bemis Guarantees, the "Guarantees") by Amcor plc, Amcor Pty Ltd, Bemis and Amcor UK (each, an "AFUI Guarantor" and collectively, the "AFUI Guarantors" and, together with the Bemis Guarantors, the "Guarantors"). The Guarantees will be unsecured and unsubordinated obligations of the Guarantors and will rank equally with all existing and future unsubordinated debt of each Guarantor. Each Issuer will exchange New Notes of each series issued by it for any and all of the outstanding Existing Notes of the corresponding series that are validly tendered and not validly withdrawn prior to the expiration or termination of the applicable Exchange Offer being made by this prospectus. You may withdraw, no later than 5:00 p.m., New York City time, on the Expiration Date (as defined herein) of the applicable Exchange Offer, any Existing Notes that you have tendered in the applicable Exchange Offer. Each Exchange Offer is subject to certain customary conditions that may be waived by the applicable Issuer. The terms of each series of New Notes are substantially identical to those of the corresponding series of Existing Notes, except that the New Notes of each series are registered under the Securities Act of 1933, as amended (the "Securities Act"), and the transfer restrictions, registration rights and related additional interest provisions applicable to the corresponding series of Existing Notes will not apply to the New Notes of such series. Each series of New Notes will also have a separate CUSIP number from that of the Existing Notes of the corresponding series. The exchange of Existing Notes for New Notes will not be a taxable event for U.S. federal income tax purposes. See "Material United States Federal Income Tax Considerations" for more information. Neither the Issuers nor the Guarantors will receive any proceeds from the Exchange Offers. If you do not exchange your Existing Notes for New Notes in the Exchange Offers, your Existing Notes will remain outstanding and will continue to accrue interest but will remain subject to restrictions on transfers. Each broker-dealer that receives New Notes for its own account pursuant to an Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. Each Issuer and the applicable Guarantors have agreed that, starting on the date of completion of an applicable Exchange Offer and ending on the close of business 180 days after such completion, they will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution". No public market exists for the New Notes or the Existing Notes. Neither the New Notes nor the Existing Notes will be listed on any securities exchange or included in any quotation system.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001805012_vitru-ltd_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001805012_vitru-ltd_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9fb64ebf22f588224e9e8f264d6c4e8092cd2dda
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001805012_vitru-ltd_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus. This summary may not contain all the information that may be important or relevant to you, and we urge you to read this entire prospectus carefully, including the Presentation of Financial and Other Information, Risk Factors, Business and Management s Discussion and Analysis of Financial Condition and Results of Operations sections and our audited consolidated financial statements (as defined under Presentation of Financial and Other Information ) and notes to those statements, included elsewhere in this prospectus, before deciding to invest in our common shares. Our Mission Our mission is to democratize access to education in Brazil through a digital ecosystem and empower every student to create their own success story. Postsecondary education students in Brazil have been facing several challenges, including (1) high tuition fees with few to no financing alternatives, (2) long commutes, (3) lack of access to continuously available resources for studying, (4) teachers, tutors and materials which fail to engage students, and (5) poor support and student experience. We believe that the future of postsecondary education consists of a combination of quality, engagement, flexibility, affordability, technology and innovation. We believe by incorporating all these elements in our value proposition, we not only provide an unparalleled hybrid learning experience for our students in their academic journey, but also help them to increase their professional opportunities, which translates into higher employability levels and wages. Overview We are the leading pure distance learning education group in the postsecondary digital education market in Brazil based on the number of enrolled undergraduate students as of December 31, 2018, according to the latest available data published in September 2019 by the Brazilian Ministry of Education (Minist rio da Educa o), or the MEC. We provide a complete pedagogical ecosystem focused on hybrid digital education experience for undergraduates and continuing education. We provide course offerings in over 200 subjects through our Virtual Learning Environment, or VLE, which is delivered in multiple formats (videos, eBook, podcasts and html text, among others). Our model also incorporates in-person weekly meetings hosted by our tutors who are mostly local working professionals in the subject area they teach. We have approximately 3,600 tutors who were all hired and trained by us in order to ensure they meet our quality requirements. We believe that this unique tutor-centered learning experience sets us apart, creating a stronger sense of community and belonging and contributing to higher engagement and retention rates of our student base. At the core of our ecosystem are our digital education centers, or hubs, which offer in-person tutoring, supported by virtual mentoring. We operate our hubs mainly through joint operations in a scalable partnership model based on symbiotic, financially aligned and self-reinforcing relationships with our hub partners, who manage day to day operations and financial planning. Approximately 82.7% of our hubs are managed by hub partners and we have built and nurtured strong relationships with our 151 hub partners, who play a key role in our expansion. We have one of the largest nationwide digital education footprints in Brazil, driven by an asset-light, highly scalable and profitable business model that maintains resiliency through macroeconomic cycles. Our learning methodology and technology-enabled online educational platform enable us to deliver affordable content digitally and through hubs with in-person and virtual mentoring. Our hybrid platform and unique offerings lead to higher retention rates than our competitors and supports our growth strategy. We expect our ecosystem to include a lifelong postsecondary education journey with a growing offering of undergraduate and continuing education programs, in which we will leverage students learning methods, performance and interests as data to drive tailored and engaging educational solutions. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 17, 2020 PRELIMINARY PROSPECTUS 6,000,000 Common Shares Vitru Limited (incorporated in the Cayman Islands) This is an initial public offering of the common shares, US$0.00005 par value per share of Vitru Limited, or Vitru. Vitru is offering 6,000,000 of the common shares to be sold in this offering. Prior to this offering, there has been no public market for our common shares. It is currently estimated that the initial public offering price per common share will be between US$16.00 and US$18.00. We have applied to list our common shares on the Nasdaq Global Select Market, or Nasdaq, under the symbol VTRU. Following this offering, our existing shareholders, funds and accounts advised by The Carlyle Group, or Carlyle, funds and accounts advised by Vinci Partners, or Vinci Partners, and funds and accounts advised by Neuberger Berman, or the NB Funds, or, collectively, the Existing Shareholders, will beneficially own 73.1% of our outstanding share capital, assuming no exercise of the underwriters option to purchase additional shares referred to below. We are an emerging growth company under the U.S. federal securities laws as that term is used in the Jumpstart Our Business Startups Act of 2012 and will be subject to reduced public company reporting requirements. Investing in our common shares involves risks. See Risk Factors beginning on page 24 of this prospectus. Per common share Total Initial public offering price US$ US$ Underwriting discounts and commissions US$ US$ Proceeds, before expenses, to us(1) US$ US$ (1) See Underwriting for a description of all compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to 900,000 additional common shares at the initial public offering price, less underwriting discounts and commissions, solely to cover over-allotments, if any. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the common shares against payment in New York, New York on or about , 2020. Goldman Sachs & Co. LLC BofA SecuritiesIta BBAMorgan Stanley Bradesco BBIBTG PactualCredit SuisseSantanderXP Investimentos The date of this prospectus is , 2020. TABLE OF CONTENTS For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our common shares and the distribution of this prospectus outside the United States. We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate name, logos and website names. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the and symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names. Unless otherwise indicated or the context otherwise requires, all references in this prospectus to Vitru or the Company, we, our, ours, us or similar terms refer to Vitru Limited, together with its subsidiaries, following the contribution of Vitru Brasil (as defined below) shares to us. All references to hubs refer to our digital education centers throughout Brazil. All references to Vitru Brasil refer to Vitru Brasil Empreendimentos, Participa es e Com rcio S.A., (formerly known as Treviso Empreendimentos, Participa es e Com rcio S.A.) our Brazilian principal operating subsidiary whose consolidated financial statements are included elsewhere in this prospectus. The term Brazil refers to the Federative Republic of Brazil and the phrase Brazilian government refers to the federal government of Brazil. Central Bank refers to the Brazilian Central Bank (Banco Central do Brasil). References in the prospectus to real, reais or R$ refer to the Brazilian real, the official currency of Brazil and references to U.S. dollar, U.S. dollars or US$ refer to U.S. dollars, the official currency of the United States. All references to the Companies Law are to the Cayman Islands Companies Law (2020 Revision) as the same may be amended from time to time, unless the context otherwise requires. TABLE OF CONTENTS As of June 30, 2020, our network consisted of 608 hubs, compared to 436 hubs as of June 30, 2019 representing an annual growth rate of 39.4%. As of December 31, 2019, our network consisted of 545 hubs, compared to, respectively, 370 hubs, 221 hubs and 72 hubs as of December 31, 2018, December 31, 2017 and December 31, 2016, representing a compound annual growth rate, or CAGR, of 96.3%. Approximately 88% of our hubs have been opened in the last six semesters (i.e., in the last three years, or since the second half of 2017) and are still ramping up, representing a substantial opportunity for growth. As of June 30, 2020, we had 287,798 enrolled students across all Brazilian states, compared to 244,188 students as of June 30, 2019 representing an annual growth rate of 17.9%. As of December 31, 2019, we had 240,946 enrolled students, compared to 189,295 enrolled students as of December 31, 2018, 140,363 enrolled students as of December 31, 2017 and 115,325 enrolled students as of December 31, 2016, representing a CAGR of 27.8%. Quality is a cornerstone of our operations, which is proved by our unparalleled academic outcomes. As of June 2019, our Institutional Concept score, which is an overall quality indicator for institutions, measured and published by MEC, and is based on institutional planning and development, academic and management criteria, was awarded a 5 on a scale of 1 to 5, enabling us to open up to 250 new hubs per year, compared to a maximum of 150 and 50 new hubs per year for the institutions scoring up to 4 and 3, respectively. We believe that the characteristics of our platform, together with proven academic outcomes, a differentiated student experience and the highest quality standards measured by Institutional Concept score, or CI score, have driven our significant growth, allowing us to quickly and efficiently cement our leadership across Brazil in digital education. Based on the most recent available data of the MEC, as of December 31, 2018, we were ranked at least second in terms of market share in 89% of the cities in which we operate, which is a strong indication of the strength of our brand and differentiated value proposition. The following is a summary of our key operational and financial highlights: In the six months ended June 30, 2020, we generated R$256.7 million of net revenue, compared to R$234.5 million of net revenue in the six months ended June 30, 2019, representing an increase of 9.5%. In 2019, we generated R$461.1 million of net revenue, compared to R$383.4 million of net revenue in 2018, representing a 20.3% increase. In the six months ended June 30, 2020, we generated R$52.4 million of net income, compared to R$25.1 million of loss in the six months ended June 30, 2019, representing growth of 308.8%. In 2019, we generated R$66.2 million of loss for the year, compared to R$45.2 million of loss for the year in 2018, representing a 46.5% increase. In the six months ended June 30, 2020, we generated R$75.2 million of Adjusted EBITDA, compared to R$66.1 million of Adjusted EBITDA in the six months ended June 30, 2019, representing growth of 13.8%. In 2019, we generated R$117.6 million of Adjusted EBITDA, compared to R$107.8 million of Adjusted EBITDA in 2018, representing a 9.1% growth. In the six months ended June 30, 2020, we generated R$57.1 million of Adjusted Net Income, compared to R$35.1 million of Adjusted Net Income in the six months ended June 30, 2019, representing growth of 62.7%. In 2019, we generated R$57.7 million of Adjusted Net Income, compared to R$55.4 million of Adjusted Net Income in 2018, representing a 4.2% increase. For information on how we define Adjusted EBITDA and Adjusted Net Income, see Presentation of Financial and Other Information Special Note Regarding Non-GAAP Financial Measures. For a reconciliation of Adjusted EBITDA and Adjusted Net Income, see Selected Financial and Other Information Non-GAAP Financial Measures and Reconciliations Reconciliations of Non-GAAP Financial Measures. Our Culture and DNA We are passionate about democratizing access to postsecondary education in Brazil because we know the power of affordable education and its ability to transform our students lives. TABLE OF CONTENTS TABLE OF CONTENTS Leading us is a management team with over 100 years of aggregate experience in renowned education companies, as well as diverse backgrounds across banking, financial management and technology. We closely monitor our employees satisfaction rate, which was above 81 on a scale of 0 to 100 in 2019, 2018 and 2017, as measured by Great Place to Work. We were also awarded the Great Place to Work certificate as one of the top 10 companies to work for in the state of Santa Catarina in 2019 (out of a study of over 130 companies with over 1,000 employees each). We are active in our community and continuously seek to develop and participate in social and environmental initiatives. Our corporate responsibility extension policy has already reached over 110,000 people and comprises several initiatives centered on our community, including environmental, cultural, sporting and artistic aspects, among others. In 2019, we were recognized as a Socially Responsible Organization by the Brazilian Association of Postsecondary Education Maintainers (Associa o Brasileira de Mantenedoras de Ensino Superior), or ABMES. During the Covid-19 pandemic, we provided free online courses for students on various subjects through our engaging Trilha de Aprendizagem program. Since the beginning of the social distancing measures and shelter in place orders in Brazil, over 190,000 people have completed these digital courses, totaling more than 450 thousand sessions. More recently, in July 2020, we have also structured a free online training program, Como Ensinar Dist ncia in order to assist public school teachers with teaching using digital methods, including exclusive live sessions with specialists. We had over 50,000 subscriptions from participants from more than 2,000 municipalities across Brazil just in the first week of the program, which we believe has contributed to solidifying our reputation among teachers, tutors and professors as a leading digital player in education. Key Underlying Trends in Digital Education and Market Opportunities Key Trends in Digital Education We believe that the compelling strength of our business model and our strong growth prospects are supported by clear underlying market and industry trends, including: increasing demand for undergraduate courses, with accelerated growth of digital education; increasing number of courses offered through digital education (deregulation); higher relevance of hybrid experience for students, combining the best of digital education with the hand-holding support provided by local tutors; increasing demand for education technologies to improve students experience; gradual blurring of intersections of online education and viral content; extension of postsecondary education journey through graduate and continuing education courses; and budget allocation priorities. We also believe that the Covid-19 pandemic is a tipping point that has accelerated the natural digital transformation of the sector by bringing a virtual learning experience to all students ahead of time and further supporting the trends described above. The level of acceptance of digital education is growing continuously as a result of the positive experience that students have had with digital offerings, triggering a clear disruption in the sector. During the pandemic we held over 1,800 simultaneous online classes, a record within our organization. Considering the digital education enrollments trend acceleration by the pandemic effects, Educa Estudos de Mercado S.A., or Educa Insights, one of the main consulting firms in the education sector in Brazil, currently estimates that the distance learning student base can surpass the on-campus student base as early as 2022, a year earlier than their previous estimate of 2023. This is principally due to: (1) decreasing income levels and rising unemployment rates in Brazil due to the impact of Covid-19, TABLE OF CONTENTS TABLE OF CONTENTS which has led students to opt for more affordable courses, such as digital education, and (2) the continuous migration to the digital environment during periods of social distancing. In addition, according to Educa Insights, between April and June 2020, 91% of students demonstrated interest in enrolling in digital education while only 42% of students demonstrated an intention to enroll in on-campus courses. Addressable Market Opportunities According to a study published in February 2020 by Educa Insights, the digital education business for adults in Brazil has a total addressable market of 31.4 million students, equivalent to R$104.7 billion in revenues as of 2019. Out of the total addressable market of students, approximately 11.8 million are undergraduate students in digital education, 8.0 million are postgraduate students in digital education, 5.6 million are students on technical courses and 6.1 million are students potentially enrolled in professional qualification courses. Out of the total addressable market, in revenue terms, approximately R$37.6 billion is concentrated in undergraduate courses, R$31.7 billion in postgraduate courses, R$21.3 billion in technical courses and R$14.1 billion in professional qualification courses. Continued Growth of Higher Education Addressable Market for Undergraduates: According to a report by Educa Insights and National Institute of Educational Studies and Research An sio Teixeira (Instituto Nacional de Estudos e Pesquisas Educacionais An sio Teixeira), or INEP, published in February 2020, the total addressable market for undergraduate higher education in Brazil was 16.9 million students as of December 31, 2018, comprised of (i) 1.9 million students effectively enrolled in digital education, (ii) 4.5 million students effectively enrolled in on-campus programs and (iii) 10.5 million working adults and secondary school graduates. Continued Shift of Undergraduate Enrollments from On-campus to Digital Education: According to a report by Educa Insights and INEP published in February 2020, the market share in number of undergraduate students enrollments in digital education is expected to grow from 29.4% in 2018 to 49.3% in 2023. However, as previously explained, the Covid-19 pandemic has accelerated this trend, and Educa Insights now believe that the distance learning student base will surpass the on-campus student base by 2022. Introduction of Potential New Digital Education Degrees: According to a report by Educa Insights published in February 2020, as of December 31, 2018 there were 783,000 undergraduate on-campus law students in Brazil, which represent the largest number of enrollments in the country. Law degrees cannot currently be offered in a digital education format. Addressable Market for Continuing Education Courses: According to a report by Educa Insights published in February 2020, there are currently 6.1 million students in professional qualification courses, 5.6 million in technical courses and 8.0 million in digital education post-graduation courses in Brazil, amounting to a total of 19.6 million students (or R$67.1 billion in revenue), considering both enrolled students and students with intention to enroll. The total addressable market was calculated by Educa Insights by: (i) extracting data relating to the number of persons from each income bracket and education level from the Brazilian Institute for Geography and Statistics (Instituto Brasileiro de Geografia e Estat stica), or IBGE, the Survey of a National Sample of Households (Pesquisa Nacional por Amostra de Domic lios) and the IBGE s Automatic Recovery System (Sistema IBGE de Recupera o Autom tica) databases; (ii) removing current volume of enrollments in each segment; (iii) determining the percentage of persons who intend to enroll in post-secondary education courses in each segment; and (iv) determining the percentage of persons who intend to enroll in digital education post-secondary education courses in each segment. Items (iii) and (iv) above are determined by an online survey conducted in January 2020. The questionnaire used in this survey took respondents approximately ten minutes to complete and was composed of multiple choice questions. More than 15 thousand Brazilian individuals were contacted and almost four thousand responses were received. The respondents constituted a sample representing a population of more than 87 million people from different education levels (elementary, secondary, professional qualification, undergraduate, graduate) from the Brazilian middle lower-middle and lower income brackets. The sampling error in this survey was approximately 1.55%. The type of sampling used is non-probability sampling by quotas. TABLE OF CONTENTS TABLE OF CONTENTS The total addressable market for undergraduates was calculated by Educa Insights using the same method but taking into account only undergraduate students and persons wishing to enroll in undergraduate courses with respect to items (ii) to (iv) above, respectively. Our Disruptive Student-Centric Model Over the years, we have crafted an innovative go-to-market approach our disruptive student-centric model. Our successful track record revolves around five complementary elements that compose our ecosystem, which are described below: Hybrid Model We believe students need and value a strong support system to learn and retain knowledge that goes beyond virtual standardized digital educational content and learning centers that fall short of being resourceful. Our methodological approach emphasizes the proximity of students with tutors and other classmates during weekly meetings, creating a unique sense of belonging and community, as well as the critical and active role of the hubs in the learning experience: Superior Product Offering We provide four different distance learning offerings, which are tailored for each type of course and to provide flexibility to students. They are: Hybrid digital education: our core product, which consists of one weekly in-person meeting with dedicated local tutors; Hybrid digital education double: specific to engineering and some health-related courses, which consists of two weekly in-person meetings; Flex: the first year of the course is given in the hybrid digital education format and the subsequent years are fully online; and 100% Flex: The entire course is given in a fully online format. In addition, we also offer a modular learning methodology whereby the content delivered throughout a semester is divided among five monthly different academic subjects which students can take in any order. We believe this has resulted in a more efficient and flexible schedule for students and tutors, a better operation of our hubs and ability to attract new enrollments throughout the whole semester. Our flipped classroom methodology gives the best of both in-person and virtual resources to our students to facilitate the learning process. Students have access to all the course materials online in multiples formats (videos, eBook, podcasts and html text, among others), as well as to online tutors. We had already developed over 8.5 terabytes of digital content and approximately 1,673 hours of educational videos. The in-person meetings provide an opportunity for students to improve their understanding of the subject through discussion, activities and explanations from the local dedicated tutor. Additionally, we give our students the opportunity to take 100% online cross-disciplinary courses offered from the fourth module onwards. These courses enhance our students skills beyond the classroom and help prepare them for the labor market, by focusing on soft and 21st century skills, current global topics and support for tests needed for government procurement jobs in Brazil. We have been developing our methodology not only to support our students in their academic journey, but also increasingly in their professional endeavors. Given that most of our students attended low-quality public secondary schools, we offer support to help them compensate for possible learning deficiencies with online classes. We make available modules covering basic school subjects, such as the Portuguese language and mathematics, which can be taken concurrently with the undergraduate course. TABLE OF CONTENTS Tutor-based model We believe that our local, on-site dedicated tutors are a key part of the success of our model. Our tutors are available not only during the weekly meetings, but also online to assist each student individually with their learning, to provide attentive guidance for their studies and activities and answer any questions that students may have. Around 67% of our tutors hold a postgraduate, master s or doctoral degree. In addition, our tutors are local experienced professionals who work in their areas of expertise. We believe that the fact that our tutors are employed in professions relating to the matters which they teach gives them practical business insights (e.g., an accountant who takes a part-time job as a tutor to support undergraduate accounting students). We believe that the relationship between the student and the tutor is very important. Our local tutors are part of the community and face the same reality and conditions as our students, which paves the way for a close relationship and gives tutors the ability to play a fundamental role in the development of our students inside and outside the classroom. Technology-Enabled Platform Through our in-house platform, Gioconda, and our mobile application, Leo, we offer the following features that benefit students, tutors, hub partners and our management: Students Portal, which is an online portal that gathers all academic content, as well as student information, such as grades, deadlines, attendance and financial situation. It also allows students to access online after-class support from tutors. App Leo, which is a mobile application where students can find all course subjects; simulators and 3D laboratories; all student services, including a WhatsApp center; online support with tutors; course learning results, tracks and learning activities; student and class benchmarks; as well as academic and finance metrics. Tutor s Portal, which is an online tool, available to all of our tutors, that tracks general performance indicators relating to the classes to which they are assigned. Teacher s Portal, which allows teachers in charge of content production to monitor the delivery of the academic subjects and quickly change, update and add new content to support all students or students from a certain region who have specific difficulties. We also develop our own academic content internally, which allows us to continuously improve it according to students feedback and achieve superior satisfaction levels. Manager s Portal, which supports all our hub partners and our management team by providing financial and operational performance indicators relating to our hubs, on an individual or consolidated basis and information about the competitive landscape. Sales Management System, which is a platform that allows us and our hub partners to execute a dynamic pricing strategy adapted to each of the geographic markets in which we operate with enhanced discount and promotions controls. We believe that this tool helps us maximize our revenues in each hub and in each market by giving us and our partners across Brazil access to a complete sales interface. This system also provides georeferenced technology through a heat map that helps us choose the right place to open a new hub based on an analysis of data on potential students. Strong Network of Hub Partners Throughout the years, we have built and kept strong relationships with our 151 hub partners who have played a key role in our expansion. We expect to maintain the relationships as we grow because it is essential given our business s scalability. We believe that a solid partnership network is critical to execute our digital education strategy and expand our operations in an asset-light manner. TABLE OF CONTENTS Our business model is financially aligned with that of our hub partners. Our hub partners are remunerated by their respective share represented by a given percentage over the tuition fee collected by us from students. The total amount to be transferred to the hub partners on a monthly basis is derived from the pricing terms agreed upon with each student on the service contract. This percentage is similar across all our partnership agreements and varies in accordance with the type of course the student is enrolled in, which are higher for continuing education courses and lower for undergraduate courses. In addition, this percentage is higher in the beginning of the hubs operations and decreases throughout their life cycle, thus reducing their payback period and increasing the attractiveness of their investment. We believe that the share of the tuition fee paid to our hub partners represents an amount that allows our hub partners to maintain educational facilities and provide needed services for our students. We also believe that this structure incentivizes our hub partners to attract a higher number of students, which will in turn increase such hub partner s profitability. Each hub partner is responsible for rental costs and property maintenance, as well as administrative services, cleaning, local student service and infrastructure of the classrooms. Our partners are also responsible for local advertising campaigns and contact with the local community, as well as to provide us with intelligence about the local competitive landscape, context and demographics. This allows us to set individual prices for each course, in each hub, in each city we operate. We believe that our partners choose to work with us for the following reasons, among others: (1) our highly profitable partnership model; (2) our strong brand; (3) our effective tutor-centered methodology with higher retention rates; (3) our distinctive digital marketing strategy; (4) our technology-enabled platform and sales tools designed to help partners manage their businesses more efficiently on a daily basis, and (5) our comprehensive product portfolio. In our view, the increase in the number of average hubs owned by each of our partners demonstrates the strength of our relationships. On average, after four years, our partners operate six hubs. Our hub partners attrition rate is very low, and most terminations or suspensions of partnerships are attributable to us (usually as a result of our partners failure to manage the business). Data-Driven Student Experience Our students experience is evaluated based on a continual improvement process. Our students assess all of their contact points with us on a periodic basis (eight times per year). We call this internal evaluation process CPA. It is designed to support our and our partners decision-making based on the data collected. We ask students to assess their experience with us based on three aspects: Infrastructure: The quality of infrastructure of our hubs, such as classrooms, common spaces, practice laboratories, computer laboratories, library and virtual learning environment. Course: The quality of the course, subjects and content. The questions are about: the teaching organization; teaching materials such as textbooks, video classes, learning objectives and interactive learning tools; academic and professional training, course coordinator s performance and tutor performance, both online and during the weekly in-person encounters. Institution: The perception of the quality of the academic service, institution management and the institution s values. Integrated Marketing Model We developed a marketing model for our operations, which focuses on managing the student s entire life cycle from the moment they are first identified as prospective students, and which integrates communication, commercial and sales strategies as well as management tools. This model allows all teams involved in our marketing process to have a 360-degree view of the student s growth. We understand that our student s life cycle is similar to other industries. From finding potential customers to enrolling them as new students, we establish and develop relationships with students. We endeavor to avoid dropouts and maintain ongoing relationships with our alumni. The strategy to manage this complex process is one of our competitive advantages. TABLE OF CONTENTS The marketing process has three cornerstones: Communication Strategy: we developed our strategy by focusing on managing investments and sales volumes in each region of Brazil, assessing our performance and customer acquisition cost (which we calculate as the sum of marketing expenses divided by student intakes), or CAC, hub by hub; Integration and management of sales efforts: we developed an integrated operation process with our hub partners using successful internal teams from each hub, focused on supporting commercial teams across the network; and Relationship: our strategies are based on sharing relevant information for the use of our services, engaging students with the course and retaining students. Our Products and Services We offer the following educational products and services to students enrolled in our ecosystem: Digital Education Undergraduate Courses What differentiates our digital education model is its hybrid methodology, with weekly in-person meetings with on-site tutors. Digital education is the best option for those who do not have time to go to class every day and need flexibility in their schedule, but want to have access to quality postsecondary education; More recently, we launched a new flex course offering which allows tutors to assist classes formed by students from anywhere in Brazil in the same virtual lab. Through this format, we can serve smaller regions where demand is insufficient to form a class of a specific course; As of June 30, 2020, our digital education undergraduate student base was 236,838 enrolled students; Over 167,000 people have graduated from our courses in this modality over the last 11 years. Digital Continuing Education Courses We offer continuing education courses predominantly in pedagogy, finance and business. We also offer continuing education courses in other subjects such as law, engineering, IT and health-related courses; There are over 200 digital education graduate courses and more than 60 online short continuing education courses; and As of June 30, 2020, there were over 42,000 students enrolled in our digital continuing education courses. Other Businesses Although it is not our focus, we also offer on-campus undergraduate courses, including those that are currently not allowed to be offered through digital education, such as law and health-related courses, and others such as business administration, accounting, physical education, and engineering. As of June 30, 2020, there were almost 9,000 students enrolled in our on-campus undergraduate courses. Our Competitive Strengths Over the last 20 years, we have built a set of capabilities and attributes in our hybrid digital education business model and we believe this provides us with meaningful sustainable competitive advantages: Digital Education Approach to Postsecondary Education Our value proposition differentiates us from other players in the Brazilian market, as we address what students value the most by providing a personalized student experience which combines the advantages of digital education and on-campus education. TABLE OF CONTENTS We believe our platform is difficult to replicate and it would take a significant amount of time and investments for competitors to be able to compete with our know-how, brand awareness, content production and methodology, infrastructure, as well as build a solid partner network to reach the scale of our operations. We have been developing and improving our digital education platform not only to support our students in their academic journey, but also increasingly to support them in their professional endeavors. We are passionate about democratizing access to postsecondary education in Brazil because we know the power of affordable education and its ability to transform our students lives. Through our technology-enabled platform, we support all of our stakeholders. While we produce and deliver content that is centralized and constantly evolving, we enable hub partners and tutors to distribute it in multiple formats that cater to students needs and prioritize a personalized, engaging, effective and simple experience. We also enable our partners to actively manage hubs activities in a comprehensive manner, providing a 360-degree vision of their operations, through a data-driven online portal. This technological platform gathers data regarding their student base, student performance, financial indicators, tutor and infrastructure evaluations, commercial performance, pricing and others highlighting key insights, such as students in need of special attention, and helping predict and avoid potential dropouts. The combination of these aspects enables us to enroll a large student base and attract loyal partners and trained tutors, ultimately increasing our ability to expand geographically at an even faster rate, while maintaining our differentiated customer support. Asset-Light and Scalable Business Model We have an asset-light, highly scalable business model that emphasizes operational efficiency and profitability. We are able to do so by taking charge of hiring and training tutors, developing content, and managing students experience as well as incurring faculty and marketing costs, while leaving partner hubs day-to-day operations and expenses (general and administrative, rental, equipment) to the care of our partners, who are remunerated by their respective share of the tuition fee collected by us from students, based on a given percentage which is similar across all our partnership agreements. This allows us to quickly expand our operation and geographic footprint with a modest effort. Leading Student Experience, Brand Awareness and Strong Academic Standards Our disruptive, student-centric model has achieved the highest satisfaction levels in terms of quality, employability, affordability, infrastructure, recommendation and location consistently across all regions where we are present. We believe brand awareness is also a key metric to students decision-making process. According to statistics from Google, we were the educational brand with the highest growth in Google searches in Brazil in the six months ended June 30, 2020, with 27% growth when compared to the same period in 2019, as compared to a market average of 8%. Furthermore, according to Educa Insights, as of December 31, 2019, we had the highest levels of intention to enroll, first choice and top-of-mind brand, reaching on average 61.1%, 26.5% and 24.3%, respectively. This compares to 39.8%, 13.2% and 12.6%, respectively, for the second place brand. This data relates solely to digital education. The results from the study conducted by Educa Insights also establish five strategic drivers (employability, quality, tradition, accessibility, and product and infrastructure), that integrate our brand equity and its nationwide presence. We believe that Vitru has all the attributes students value the most. TABLE OF CONTENTS Below are certain highlights from the study: Nationwide perception of quality. We are positioned as one of the best options for digital education in every region of Brazil, with results for the product, employability and quality dimensions significantly above average when compared to our competitors. Superior quality maintained in the new waves of hubs. Our perceived quality has no relation whatsoever with the maturity level of our hubs, which we believe highlights the scalability of our model. A winning hybrid model. We present superior growth driven by superior intake indicators and brand perception in markets currently dominated by established Brazilian players. Our retention rate is 22 p.p. above the average for distance education companies, based on data relating to the number of students which entered postsecondary education in 2016 and dropped out in 2017 as reported in the 2018 Postsecondary Education Census by the MEC. An academic model that impacts enrollment intentions. Our hybrid model has high levels of acceptance in that it is perceived as far better than traditional digital education alternatives. Our best-in-class quality standards. Our academic standards are a testament to the quality of our methodology, infrastructure and stakeholders. As of June 2019, our CI score was a five on a scale of one to five. Our Business Economics and Cohorts We believe the combination of the elements of our business model and the strength of the value proposition for the students attracted to our ecosystem has resulted in best-in-class unit economics for our hubs network, which plays a pivotal role in our organic growth strategy. We track the cohorts on a semi-annual basis. We have cohorts showing substantial growth from our current hubs, 536 of which opened in the past three years (between the second half of 2017 and the first half of 2020) and are still maturing. New hubs usually concentrate first and second semester students who tend to have higher drop-out rates compared to students in other semesters. In addition, in the initial years after opening a new hub, we have a strategy of accelerated payback for the hub partners, by means of their higher shares over the tuition fee in the initial years, based on regressive percentages defined in each partnership agreement, which is important to sustain our partners profitability. We typically achieve a positive Adjusted EBITDA margin after three semesters of operation, considering hub partners lower shares over the tuition fee and a higher student base. In addition, our average student base per mature hub is approximately six times higher than the student base of a recently opened hub, which is ramping up. Our strong cohorts are driven by the maturation of our hubs, our high retention rates, the expansion of our offerings such as new courses and our cross-selling opportunities. We also closely monitor CAC and lifetime value to our student base, as well as the average payback and internal rate of return for our hubs. TABLE OF CONTENTS Our Growth Strategies We aim to continue generating value for our shareholders by implementing the following strategic initiatives: Maturation of Our Hubs We expect to grow significantly with the maturation of our hubs. Our hubs normally have a four-year maturation cycle, which begins when a hub becomes operational with a first intake cycle that progresses through these four years. Nevertheless, a hub only reaches full capacity after approximately eight years of existence, in function of the increasing brand awareness locally and continued optimizations in the average size of classes. Given that our hubs have an average life of 2.5 years, or five semesters and are still ramping up, we see considerable room to grow our operations and student base. As of December 31, 2019, we operated 545 hubs in different maturation stages, of which 11.8% are mature and 88.2% are ramping-up. This illustrates the compelling strength of our business model. We believe we have significant potential to increase our margins through the maturation of our hubs. Because of our strategy to accelerate the payback to our hub partners with higher shares of the tuition fee in the initial years, as hubs mature their share decreases to approximately 21%, thus increasing our profitability and allowing us to reach an average Adjusted EBITDA margin at maturity of approximately 40%. Opening of New Hubs and Expansion to New Markets We have worked with a leading international consulting firm to develop a robust expansion plan which has mapped several opportunities that may be captured in the next five years. Additionally, we also employ a heat map tool, which we developed in-house, that we believe allows us to geographically position new hubs more efficiently. Our heat map searches and analyzes the locations of potential students homes and workplaces, thereby optimizing the location of our hubs by determining whether to open new hubs or to relocate already operational hubs. We intend to continue to expand to sizeable Brazilian states which have a significant market opportunity and where we have limited presence in states of the southeastern region of Brazil, such as S o Paulo, Rio de Janeiro, Minas Gerais and Paran . We have adopted a distinct strategy regarding these locations by investing less in media and choosing out hub locations more selectively. As a result, we have had encouraging results in markets where our brand is not well known. We use locations with heavy traffic, such as malls, subway stations and supermarkets, to accelerate our expansion in these markets. We have recently entered into a partnership with one of the largest supermarket chains in Brazil. This has enabled us to install hubs inside their stores which generally enjoy a privileged location with heavy traffic. We believe we have the right attributes to strengthen our presence in the Southeastern Region of Brazil, which represents 39.7% of the total digital education enrollments in 2018 in the country according to the INEP. Offering of New Undergraduate Courses We currently offer 118 digital education undergraduate courses, which is much higher than in 2016 when we only offered 41 courses. We believe there will be a significant increase in digital education enrollments if the MEC authorizes the offering of additional undergraduate courses, such as law and health-related courses like nursing, which, as of now, can only be provided on-campus. Because of our state-of-the-art infrastructure, we believe we are better positioned to capture this market opportunity and further increase our ecosystem relative to our competitors. According to Educa Insights, if the MEC allows law courses to be offered in a digital education format, 20.8% of new enrollments in that subject are expected to migrate to digital education in the short-term. Educa Insights estimates that there could be as many as 104,100 students enrolled in digital education law courses by 2023. TABLE OF CONTENTS Further Extension of Postsecondary Education Journey (Cross-selling) We also seek to offer a broader range of graduate, vocational and continuing education programs. Currently, 22.2% of our undergraduate students enroll in graduate courses with us once they have completed their undergraduate education. In addition, 50.0% of our undergraduate alumni intend to enroll in a graduate course with us, whereas only 27.0% of these individuals intend to continue their education elsewhere. We believe that the expansion of these programs will enable us to increase our serviceable addressable market, improve our economics and position ourselves as the trusted knowledge partner of our students while continuously diversifying our operations. Although all of our hubs are able to offer our entire portfolio of graduate courses, our partners choose to offer these courses after gaining significant expertise in offering undergraduate courses. Given that 88.2% of our hubs have less than three years of operations, we see a considerable potential for growth in offering our graduate courses. Selective Pursuit of mergers and acquisitions, or M&A, Opportunities We intend to selectively pursue acquisitions that we believe resonate with and enhance our value proposition. We are interested in (i) technology companies, such as education technology companies whose solutions can be quickly incorporated into our learning platform, thus improving the learning experience of our students and/or providing useful information for our intake and overall management processes; (ii) life-long complementary digital education courses that enhance our offering in order to expand the relationship cycle with our students, such as preparatory programs for their entrance into the labor market, among others, which we can accommodate in our hub distribution model; and (iii) consolidation opportunities through the acquisition of mid-sized digital education players which have low margins and lack scale, with whom we can leverage our business and academic expertise to improve operational results and margins. We have already begun discussions with a number of selected potential targets in order to move this process forward after our initial public offering. Our Corporate Structure Our Corporate Reorganization We are a Cayman Islands exempted company incorporated with limited liability on March 5, 2020 for purposes of effectuating our initial public offering. Prior to the consummation of this offering, our Existing Shareholders held 522,315,196 shares of Vitru Brasil, our wholly-owned subsidiary whose consolidated financial statements are included elsewhere in this prospectus. Prior to the consummation of this offering, our Existing Shareholders contributed all of their shares in Vitru Brasil to us. In return for this contribution, we issued new common shares to our Existing Shareholders in a one-to-31 exchange for the shares of Vitru Brasil contributed to us, or the Share Contribution. Until the contribution of Vitru Brasil shares to us, we had not commenced operations and had only nominal assets and liabilities and no material contingent liabilities or commitments. After accounting for the new common shares that will be issued and sold by us in this offering, we will have a total of 23,058,053 common shares issued and outstanding immediately following this offering, 16,848,874 of these shares will be common shares beneficially owned by our Existing Shareholders, and 6,000,000 of these shares will be common shares beneficially owned by investors purchasing in this offering, assuming no exercise of the underwriters option to purchase additional common shares. See Principal Shareholders. TABLE OF CONTENTS The following chart shows our corporate structure, including our five subsidiaries and their respective business units, after giving effect to our corporate reorganization and this offering: See Presentation of Financial and Other Information Corporate Events Our Corporate Reorganization, and note 2.2 to our audited consolidated financial statements included elsewhere in this prospectus for additional information on our subsidiaries. Summary of Risk Factors An investment in our common shares is subject to a number of risks, including risks relating to our business and industry, risks relating to Brazil and risks relating to the offering and our common shares. The following list summarizes some, but not all, of these risks. Please read the information in the section entitled Risk Factors for a more thorough description of these and other risks. Risks Relating to Our Business and Industry The Covid-19 outbreak may cause an adverse effect in our operations, including the partial closure of our business. The extension of the Covid-19 pandemic, the perception of its effects, or the way in which such pandemic will impact our business, either on a microeconomic or on a macroeconomic level, are subject to uncertain and unforeseeable future developments, which may have a material adverse effect on our business, financial condition, operating results and cash flow. If we are unable to enter into agreements and maintain good relationships with, and/or increase the number of, our hub partners, our business and growth may be adversely affected. Failure by our hub partners to comply with the terms of agreements with them, and any failure by us to enforce such terms, may also adversely affect us. In addition, failure by our hub partners to maintain their existing levels of profitability may result in them ceasing to view their relationships with us as advantageous. We are subject to various federal laws and extensive government regulation, and changes in such laws and regulation could have a material adverse effect on our business and our growth strategy. We face significant competition in each program we offer and each geographic region in which we operate. If we fail to compete effectively, we may lose market share and our profitability may be adversely affected. TABLE OF CONTENTS We operate in markets that are dependent on Information Technology (IT) systems and technological change. Failure to maintain and support customer-facing services, systems, and platforms, including addressing quality issues and execution on time of new products and enhancements, could negatively impact our revenues and reputation. We may not be able to appropriately manage the expansion of our business and staff, the increased complexity of our software and platforms, or grow in our addressable market. We may be adversely affected if we are unable to maintain consistent educational quality throughout our network, including the education materials of our campuses and hubs, or keep or adequately train our faculty, or ensure that our hub partners will maintain their facilities, equipment and team compatible with our required standards at all time. Our business depends on the continued success of our brand Uniasselvi, and if we fail to maintain and enhance recognition of our brand, we may face difficulty enrolling new students, and our reputation and operating results may be harmed. Failure to protect or enforce our intellectual property and other proprietary rights could adversely affect our business and financial condition and results of operations. Failure to protect or enforce our intellectual property and other proprietary rights could adversely affect our business and financial condition and results of operations. In addition, we may in the future be subject to intellectual property claims, which are costly to defend and could harm our business, financial condition and operating results. The quality of the pedagogical content we deliver to our clients is significantly dependent upon the quality of our editors, publishers and purchased content. Any issues related to obtaining this content or regarding the quality of this content may have an adverse effect on our business. If we lose key personnel our business, financial condition and results of operations may be adversely affected. Material weaknesses in our internal control over financial reporting have been identified, and if we fail to establish and maintain proper and effective internal controls over financial reporting, our results of operations and our ability to operate our business may be harmed. Public health threats or outbreaks of communicable diseases could have an adverse effect on our operations and financial results. Risks Relating to Brazil The Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement as well as Brazil s political and economic conditions could harm us and the price of our common shares. Economic uncertainty and political instability in Brazil may harm us and the price of our common shares. Inflation and certain measures by the Brazilian government to curb inflation have historically harmed the Brazilian economy and Brazilian capital markets, and high levels of inflation in the future would harm our business and the price of our common shares. Exchange rate instability may have adverse effects on the Brazilian economy, us and the price of our common shares. Developments and the perceptions of risks in other countries, including other emerging markets, the United States and Europe, may harm the Brazilian economy and the price of our common shares. Risks Relating to the Offering and our Common Shares There is no existing market for our common shares, and we do not know whether one will develop to provide you with adequate liquidity. If our share price fluctuates after this offering, you could lose a significant part of your investment. TABLE OF CONTENTS Our Existing Shareholders will own 73.1% of our outstanding common shares and will have the ability to control certain matters requiring shareholder approval. Our Existing Shareholders ownership and voting power may limit your ability to influence corporate matters. We are a Cayman Islands exempted company with limited liability. The rights of our shareholders, including with respect to fiduciary duties and corporate opportunities, may be different from the rights of shareholders governed by the laws of U.S. jurisdictions. Corporate Information Our principal executive offices are located at Rodovia Jos Carlos Daux, 5500, Torre Jurer A, 2nd floor, Saco Grande, Florian polis, in the state of Santa Catarina, 88032-005, Brazil. Our telephone number at this address is +55 (47) 3281-9500. Investors should contact us for any inquiries through the address and telephone number of our principal executive office. Our principal website is www.vitru.com.br. The information contained in, or accessible through, our website is not incorporated into this prospectus or the registration statement of which it forms a part. Implications of Being an Emerging Growth Company As a company with less than US$1.07 billion in revenue during our last fiscal year, we qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include: a requirement to have only two years of audited financial statements and only two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations disclosure; an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, in the assessment of our internal control over financial reporting; reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements and registration statements; and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute arrangements. We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than US$1.07 billion in annual revenue, have more than US$700 million in aggregate worldwide market value of our common shares held by non-affiliates or issue more than US$1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have not taken advantage of any of these reduced reporting burdens in this prospectus, although we may choose to do so in future filings and if we do, the information that we provide shareholders may be different than you might get from other public companies in which you hold equity. In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Given that we currently report and expect to continue to report under International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB. Recent Events Covid-19 Pandemic We are closely monitoring the situation of the 2019 novel coronavirus, or Covid-19, and taking the necessary measures for the safety and well-being of our employees, students, associates and partners. TABLE OF CONTENTS The global impact of the outbreak has been rapidly evolving, and the outbreak presents material uncertainty and risk with respect to our future performance and financial results. In particular and in the interest of public health and safety, state and local governments in Brazil have required temporary mandatory school closures, which has resulted in the closure of on-campus learning facilities and hubs. In response to the outbreak, we have implemented several measures aimed at safeguarding the health of our employees, students and hub partners as well as the stability of our operations. These measures include: (1) creating a crisis management committee and a financial committee to discuss the action plan for our organization to address the challenges posed by the Covid-19 pandemic; (2) temporarily replacing in-person weekly meetings with dedicated tutors at the hubs with online meetings between students and the same tutors across all of our hubs, as a result of which since March 30, 2020 all of our students have had real-time meetings with their dedicated tutors; (3) training teachers, tutors and hub partners to support students in this new format; (4) remote support to deliver high-quality content to our students and maintain high levels of engagement and a superior learning experience; (5) making no changes to our course schedule or curriculum; (6) putting in place remote emotional and psychological support to students and employees, provided by our psychology department; and (7) making home office available for all of our employees. We have also been involved in corporate social responsibility initiatives to help the communities in which we are active and are affected by the Covid-19 pandemic. To that end, we have set up a portal that provides tips on how to make masks, free online courses, psychological support services, tips for micro entrepreneurs, and suggestions for children s games to be played during times of social distancing, among others. Our objective is to take advantage of the knowledge pool within our organization to support people who are confined at home and help society face the Covid-19 pandemic. Due to uncertainties related to the dynamics of Covid-19 s spread, the effects on the economic activities on our customers and suppliers and the measures to be adopted in Brazil, it is impossible to predict the impact the pandemic will have on the global economy, as well as on our business. The extent of the impact of Covid-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and its impact on students, hub partners and employees, all of which are uncertain and cannot be predicted. As of the date of this prospectus, there has been no material impact on our operations, as most of our services were already delivered remotely (distance learning undergraduate courses and most continuing education courses) or capable of being delivered remotely (some of our continuing education courses and on-campus undergraduate courses). In addition, based on information available as of the date of this prospectus: There was no relevant impact on our revenue for the six months ended June 30, 2020, which was slightly below our expectations for the period but nevertheless increased by 10% when compared to the corresponding period in the prior year. Student defaults have remained within the expected levels and the engagement of students, compared to the corresponding period in 2019, has shown only a small deterioration. Expected credit losses were revised to consider estimated increases in financial defaults, which resulted in an increase of R$2.2 million in allowance for estimated credit losses as of June 30, 2020. Despite Covid-19, our intake for the six months ended June 30, 2020 was 30% higher than for the corresponding period in 2019, and we have not experienced a significant increase in drop-out rates. We assessed potential impairments and the potential impacts on the key assumptions and projections caused by the pandemic on the recoverability of long-lived assets (i.e., impairment tests) and concluded that no additional provision for impairment of long-lived assets needed to be recorded in our unaudited interim condensed consolidated financial statements. We have obtained rent concessions on lease contracts due to the temporary suspension of classes in our on-campus learning facilities and hubs caused by the mandatory school closures during the pandemic. As a result, we experienced a gain of R$0.7 million in the Other TABLE OF CONTENTS income (expenses), net line in our statement of profit and loss for the six months ended June 30, 2020. Except for these concessions and the modification mentioned in note 1.1.a to our unaudited interim condensed consolidated financial statements, there were no changes to contractual obligations regarding leased buildings and there were no changes in the expected useful life and residual amount of properties and equipment as a result of Covid-19. No changes in the provision for contingencies against us were identified as a result of Covid-19. As an incentive for our students to keep their payments of tuition fees up to date, we granted an additional discount of 5% to students that payed their tuition fees by the due date in April and May 2020. The amount of additional discounts granted was R$4.0 million. We currently have sufficient working capital and other undrawn financing facilities to service our operating activities and ongoing investments. We have also taken the benefit of measures made available by the Brazilian federal government as follows: Postponement of the due date of tax and social charges obligations: Certain federal taxes and social charges obligations in the total amount of R$10.8 million that became due in the second quarter of 2020 have not been paid on the dates they were originally due and will be paid by the end of the year, in line with a payment schedule published by Brazilian governmental authorities. The Brazilian federal government offered the option of either reducing workload and salary payment for up to three months or suspending employment contracts for up to two months in exchange for employers guaranteeing they will retain the employee after the suspension for a period equivalent to that during which the contract was suspended. We suspended 165 employment contracts through May and June 2020 and had a corresponding expense reduction of R$0.5 million. No workload reduction was necessary until June 2020 and we do not expect to need any for the next months while the measures are in effect. Nevertheless, if the Covid-19 pandemic or the resulting economic downturn continues to worsen, we could experience reduced business activity or higher levels of allowances for doubtful accounts, which could have a material adverse effect on our business, results of operations, cash flows and financial condition. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities, or that we determine are in the best interests of our employees, students, hub partners and shareholders. For further information, please see Risk Factors Certain Risks Relating to Our Business and Industry The Covid-19 outbreak may cause an adverse effect in our operations, including the partial closure of our business. The extension of the Covid-19 pandemic, the perception of its effects, or the way in which such pandemic will impact our business, either on a microeconomic or on a macroeconomic level, are subject to uncertain and unforeseeable future developments, which may have a material adverse effect on our business, financial condition, operating results and cash flow and Risk Factors Certain Risks Relating to Our Business and Industry Public health threats or outbreaks of communicable diseases could have an adverse effect on our operations and financial results. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001805795_mallard_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001805795_mallard_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d9ee4d988999a43f46ef7d2c089030cb0f4b7e31
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001805795_mallard_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: anchor investors are to certain qualified institutional buyers or institutional accredited investors, each of which will become a member of our sponsor upon the consummation of this offering and has expressed to us an interest to purchase up to 1,089,000 units (or up to 1,252,350 units if the underwriters over-allotment option is exercised in full) in this offering, as further described herein; company or our company we, us, are to Mallard Acquisition Corp.; equity-linked securities are to any securities of our company which are convertible into or exchangeable or exercisable for, common stock of our company; founder shares are to shares of our common stock initially purchased by our sponsor in a private placement prior to this offering; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our off cers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and to any private placement warrants or warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees) following the consummation of our initial business combination; sponsor are to Mallard Founders Holdings, LLC, a Delaware limited liability company; Messrs. Leck and Kirtley, our Chief Executive Officer and Chief Financial Officer, respectively, are the managing members of our sponsor; our director nominees and anchor investors will also be members of our sponsor upon the consummation of this offering; and warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent such private placement warrants are no longer held by the initial purchasers or their permitted transferees. Each unit consists of one share of common stock and one redeemable warrant for each unit purchased. Each warrant entitles the holder thereof to purchase one half share of our common stock at a price of $11.50 per whole share, subject to adjustment as described in this prospectus, and warrants may be exercised only for a whole number of shares. No fractional shares will be issued upon exercise of the warrants. As a result, if you do not purchase warrants in multiples of two you must sell or purchase warrants in order to obtain full value from the fractional interest. Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and gives effect to a stock dividend of 0.1 share for each share of common stock outstanding effectuated on October 20, 2020. 1 Table of Contents PROPOSED BUSINESS Overview We are a newly organized, blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any stage of its corporate evolution or in any industry or sector, we intend to focus our search on the value-added distribution, industrial specialty services, and differentiated manufacturing sectors. Our management team has extensive experience investing in and managing companies in these sectors. Acquisition Criteria and Business Strategy Our management team will draw on its 30-plus years of private equity experience with the goal of creating strong risk-adjusted returns for our stockholders. They will use a disciplined approach to target an operating business where they believe they can affect change and accelerate growth. Sourcing of Opportunities. Our management team has developed extensive relationships during their years in the private equity industry with business brokers, private equity funds, operating managers, wealth managers and other intermediaries. We expect these networks will provide our management team with a robust flow of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from unaffiliated sources. Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate the search parameters for a potential business combination target and begin the process of pursuing and reviewing potentially interesting leads. Our areas of focus for an acquisition will include value-added distribution, industrial specialty services, and differentiated manufacturing with an enterprise value of $300 million to $500 million. Our management team will carefully consider each target s business model given the extreme ongoing disruption of traditional business models by internet-based commerce platforms. Value-added Distribution. Potentially advantageous attributes of value-added distributor targets might include: Established, longer-term customers Proprietary, consumable products Proprietary sourcing relationships Exclusive territory rights High switching costs Industrial Specialty Services. Potentially advantageous attributes of specialty services targets might include: Offerings that drive regular servicing or visits Sticky customer relationships Differentiated business models High customer dependency on the service High ratio of value to cost of the service Differentiated Manufacturing. Potentially advantageous attributes of differentiated manufacturing targets might include: Processes that provide the business with significantly lower production costs, such as locations, materials sourcing relationships, or other factors. 2 Table of Contents Products protected by patents or that have relatively low competition from directly substitutable products. Investment Criteria. Our management team will review opportunities through four distinct lenses. Seasoned Management. We will seek to partner with a seasoned management team that we can coach and further develop, and that is economically and philosophically aligned with us. Stability of Earnings. We will seek a target company that has long-term, sustainable competitive advantages with consistent profitability, as opposed to a start-up company or a company with recurring, negative free cash flow. Growth Potential. We will seek a target company with a proven ability to grow organically, as well as through add-on acquisitions. Readiness for the Public Capital Markets. We will seek a target that will benefit from being publicly traded and will use its broader access to capital markets to pursue further growth opportunities and that has public market management experience and information systems in place. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Closing the Acquisition. Our management team has been involved with the acquisition of more than 100 primary and add-on companies. They have strong expertise in evaluating, negotiating, structuring and closing M&A transactions. Further, our management team is well-versed in the capital markets, having raised hundreds of millions of dollars in financing during their private equity tenures. More importantly, they have a philosophy of structuring acquisition transactions that closely align the desires of the sellers and the buyers. In evaluating a prospective acquisition candidate, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management, investors and employees, document reviews, inspection of facilities, and review of scientific, regulatory, operational, financial, legal and other information which will be made available to us. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, our officers, or our directors, or any of their respective affiliates, subject to certain approvals and consents. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, or any of their affiliates, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to us from a financial point of view. Currently, we are not aware of an affiliate of such parties that would make a suitable target for our initial business combination. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. Value Creation. After consummation of our initial business combination, we expect to create value by combining the target company s management s knowledge of its business and industry with our management team s expertise in creating equity value. We expect to transform the target company by leveraging our management team s experience and prior successes to implement core initiatives in the areas of: Strategic planning. We believe that private companies may not invest sufficient time and attention to develop operating plans and budgets, or to hold regular strategy sessions and board meetings. We have experience in these areas and will encourage and assist the target business in all of these areas. Specifically we expect to: Develop budgeting processes Define operational and reporting cadences 3 Table of Contents Develop the team and the organization Implement board and strategy meetings on a regular basis Leadership development. We expect to recruit missing talent in the C-suite and coach existing talent. Specific leadership initiatives might include: Broadening and strengthening the C-suite Developing the middle management bench across all disciplines Developing a long term succession and emergency plan Implementing executive coaching Infrastructure investment. We expect to invest in or replace information technology and enterprise resource planning systems that are inadequate to support desired growth or that do not provide needed metrics. Individual focus areas might also include: Institutionalizing financial and operating reporting Increasing professional oversight around audit, tax, insurance and real estate Developing and implementing best-in-class cyber security Add-on acquisitions. Analysis and planning, sourcing, underwriting, closing and integration of acquisitions are all areas that we believe our management team can provide to the target business. Add-on acquisitions may: Expand product and/or service offerings Increase geographic reach Increase the customer breadth Seek to dilute excessive customer concentration Our philosophy will be to seek multiple potential paths to increase the target business s capabilities and scalability in order to generate outperformance for our stakeholders. Management Overview Our management team is led by our Chief Executive Officer, P. Jeffrey Leck, and our Chief Financial Officer, John F. Kirtley, who combined have over 60 years of experience investing in private companies in the value-added distribution, industrial specialty services, and differentiated manufacturing sectors. Moreover, they have worked closely together as partners since 1987, a span of over 30 years. Their last three private equity funds were Small Business Investment Companies, licensed by the United States Small Business Administration, investing in private equity control positions in the lower middle market. Their private equity funds prior to those were institutional private equity funds that included investments from limited partners including major universities and units of international banks. We believe our management team is well positioned to identify unique opportunities within the value-added distribution, industrial specialty services, and differentiated manufacturing sectors and has the requisite skills to identify, evaluate, negotiate, structure, finance, close, monitor and build value in a target business. They have strong experience in developing relationships with target company managers that emphasis alignment of objectives, economic incentives, and ethical business practices. Certain members of our management team have spent significant portions of their careers working with businesses in the value-added distribution, industrial specialty services, and differentiated manufacturing sectors, and have developed a wide network of professional services contacts and business relationships in that industry. Our selection process will leverage our relationships with business brokers, private equity funds, operating managers, wealth managers and other intermediaries, which we believe should provide us with a key competitive advantage in sourcing potential business combination targets. Given our profile and dedicated industry approach, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, and in particular investors in other private and public companies in 4 Table of Contents our networks. Our management team will also proactively search for unique opportunities that are best positioned for our initial business combination. We also believe that our management team s reputations, experience and track record of making investments in the value-added distribution, industrial specialty services, and differentiated manufacturing space will make us a preferred partner for these potential targets. The past performance of our management team or their affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. No member of our management team has had management experience with special purpose acquisition corporations in the past. You should not rely on the historical record of our management team s performance (or the performance of their affiliates) as indicative of our future performance. Each of our directors and officers may, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination. Certain of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our management team is continuously made aware of potential investment opportunities, one or more of which we may desire to pursue for a business combination. No members of our management team have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member specifically in his or her capacity as an officer or a director of the company. Members of our management team may be required to present potential business combinations to other entities to whom they have fiduciary duties before they present such opportunities to us. Any knowledge or presentation of such opportunities may therefore present conflicts of interest. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Our officers have agreed not to become an officer or director of any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 18 months after the closing of this offering. Initial Business Combination Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting discounts and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or an independent accounting firm with respect to the satisfaction of such criteria. Our stockholders may not be provided with a copy of such opinion, nor will they be able to rely on such opinion. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives 5 Table of Contents of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target or assets sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Corporate Information Our executive offices are located at 19701 Bethel Church Road, Suite 302, Cornelius, NC 28031 and our telephone number is (813) 407-0444. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th. 6 Table of Contents The Offering
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001805890_fusion_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001805890_fusion_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7bf6059840941c5e04cb9658c72a5b481c12e89a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001805890_fusion_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common shares, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. You should also consider, among other things, the information set forth under the sections titled Risk Factors, Special Note Regarding Forward-Looking Statements, and Management s Discussion and Analysis of Financial Condition and Results of Operations, in each case appearing elsewhere in this prospectus. Unless the context otherwise requires, we use the terms Fusion Pharmaceuticals, the Company, we, us, our and similar designations in this prospectus to refer to Fusion Pharmaceuticals Inc. and, where appropriate, its subsidiaries. Overview We are a clinical-stage oncology company focused on developing next-generation radiopharmaceuticals as precision medicines. We have developed our Targeted Alpha Therapies, or TAT, platform together with our proprietary Fast-Clear linker technology to enable us to connect alpha particle emitting isotopes to antibodies and other targeting molecules in order to selectively deliver the alpha particle payloads to tumors. Our TAT platform is underpinned by our research and insights into the underlying biology of alpha emitting radiopharmaceuticals as well as our differentiated capabilities in target identification, candidate generation, manufacturing and supply chain and development of imaging diagnostics. We believe that our TATs have the potential to build on the successes of currently available radiopharmaceuticals and be broadly applicable across multiple targets and tumor types. Our lead product candidate, FPI-1434, utilizes our Fast-Clear linker to connect a humanized monoclonal antibody that targets the insulin-like growth factor 1 receptor, or IGF-1R, with the alpha emitting isotope actinium-225, or 225Ac. IGF-1R is a well-established tumor target that is found on numerous types of cancer cells, but historical attempts to suppress tumors by inhibiting the IGF-1R signaling pathway have been unsuccessful in the clinic. For FPI-1434, we have designed the product candidate to rely on the IGF-1R antibody only as a way to identify and deliver our alpha emitting payload to the tumor, and the mechanism of action does not depend on the IGF-1R signaling pathway to kill the tumor. We are currently conducting a Phase 1 clinical trial of FPI-1434 as a monotherapy in patients with solid tumors expressing IGF-1R and plan to report initial data from the dose escalation portion of this trial approximately three to six months after we fully resume clinical activities following operating disruptions caused by COVID-19. Based on the mechanisms of action of FPI-1434 and data from our preclinical studies, we are also evaluating the combination potential of FPI-1434 with checkpoint inhibitors as well as DNA damage response inhibitors, such as poly (ADP-ribose) polymerase, or PARP, inhibitors. In addition, we are progressing our earlier-stage product candidate, FPI-1966, into clinical development, and expect to submit an investigational new drug application, or IND, for FPI-1966 for treatment of head and neck and bladder cancers expressing fibroblast growth factor receptor 3, or FGFR3, approximately six to twelve months after we fully resume preclinical activities. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JUNE 24, 2020 PRELIMINARY PROSPECTUS 12,500,000 Shares Common Shares We are offering 12,500,000 common shares. This is our initial public offering of our common shares. Prior to this offering, there has been no public market for our common shares. We anticipate that the initial public offering price will be between $14.00 and $16.00 per share. We have applied to list our common shares on The Nasdaq Global Market under the symbol FUSN. We are an emerging growth company and a smaller reporting company under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and for future filings. See Prospectus Summary Implications of Being an Emerging Growth Company and a Smaller Reporting Company. Investing in our common shares involves a high degree of risk. See Risk Factors starting on page 14 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities that may be offered under this prospectus, nor have any of these organizations determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $ (1) See Underwriters for a description of all compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase up to 1,875,000 additional common shares. The underwriters expect to deliver the common shares against payment in New York, New York on or about , 2020. Morgan Stanley Jefferies Cowen Wedbush PacGrow Prospectus dated , 2020. Table of Contents As depicted in the figure below, our platform generates TATs that are comprised of three components: (i) a targeting molecule, such as a monoclonal antibody or other delivery vehicle, that is designed to selectively target antigens that are unique to, or preferentially expressed on, cancer cells throughout the body; (ii) the alpha emitting medical isotope 225Ac, designed to kill cancer cells; and (iii) our proprietary Fast-Clear linker that attaches the targeting molecule to the radioactive payload. Our Fast-Clear linker has shown in preclinical studies the differentiated ability to promote enhanced clearance of the non-tumor localized 225Ac payload without sacrificing the uptake of 225Ac into the tumor, which we believe will improve tolerability and widen the therapeutic window of our product candidates. Our Pipeline We are leveraging our TAT platform and Fast-Clear linker technology to advance a pipeline of alpha-based therapeutic programs to treat various cancers. The figure below details our current pipeline of TATs. We retain global development and commercialization rights to all of our product candidates. (1) Timing estimate reflects number of months post restart of trial enrollment and/or lab work following disruptions resulting from COVID-19. (2) Timing estimate reflects number of months post identification of recommended Phase 2 dose from the ongoing FPI-1434 monotherapy Phase 1 trial. Table of Contents TABLE OF CONTENTS Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001806067_dakota_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001806067_dakota_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d4c9c4e42e828c46898dce9d7c6d7d2bb48eec15
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001806067_dakota_prospectus_summary.txt
@@ -0,0 +1,851 @@
+SUMMARY-The Tribal Community
+ and Our Business and the Tribe s Business 
+ beginning on page 6.
+ 
+Select Data on Tribal Public Services and Demographic Statistics
+
+ 
+Government Administration
+
+ 
+The Tribe employs 104 people in non-gaming governmental employment capacities. These include typical municipal or county government functions such as finance, information technology, human resources, maintenance, facilities, legal, community center management, historical preservation, social services, general welfare, daycare, education, recreation, natural resources and Tribal land management, and Tribal Administration, including the Executive Council. Atypical municipal functions include the Tribe s buffalo program (designed to protect and increase the buffalo population) and the Enrollment Department (processes tribal membership applications). 
+ 
+ 
+48
+ 
+
+Table of Contents
+
+ 
+FSST Organizational Chart
+
+ 
+The General Council of the Tribe is comprised of all voting members of the Flandreau Santee Sioux Tribe of South Dakota. They meet quarterly or for special meetings and can make a variety of decisions based on the FSST Constitution including the review of Executive Committee salaries, removal of Executive Committee members, initiative or referendum matters, enrollment challenges, disenrollment of members, or enrollment proceeding appeals.
+ 
+ 
+
+ 
+The organizational chart is not complete with respect to all programs and administrative departments but reflects the majority of constitutional and organizational bodies within the Tribal Government s structure. For example, the human resources, legal, and finance departments are part of the Government Departments and Programs chain in the organizational chart but are not depicted nor are all social and economic organizations within the Tribe. 
+ 
+ 
+49
+ 
+
+Table of Contents
+
+ 
+Healthcare
+
+ 
+The reservation s health clinic employs 47 people. The health clinic provides medical care, physical therapy, dental and optometry services, pharmacy services, laboratory analysis, radiology, nursing staff, mental health, physical therapy, and clinic administration services. The health clinic is housed in a 39,055 square foot outpatient facility constructed on the reservation in 2017 at a cost of approximately $13,745,000.
+ 
+Utilities
+
+ 
+Electric, water and sewer service are provided by the Municipal City of Flandreau which operates the seventh largest municipal utility in the State of South Dakota. Propane is contracted from Rivers Edge or Ramsdell F & M of Flandreau, South Dakota. Solid waste is contracted to Eng Services. Eng Services collects all garbage and household refuse from all single family and multiple family residences.
+ 
+Communication
+
+ 
+Telephone, internet, and cable television are provided through Media Com and other providers. Moody County Emergency Medical Services provides 24-hour advanced life support protection for all residents and visitors to Moody County, and the Tribe pays for these services by contract. There are approximately 19 radio stations within close listening range of Flandreau, South Dakota. The U.S. Post Office delivers mail daily to the Tribe.
+ 
+Public Transportation
+
+ 
+The Jackrabbit Bus line runs through Flandreau. Commercial air services are available at Sioux Falls and limited service at Brookings, South Dakota. The Flandreau Municipal Airport is maintained as a supplemental or emergency facility located 3 miles south of the City of Flandreau.
+ 
+Ho
+u
+s
+i
+n
+g
+
+ 
+The 2010 U.S. Census indicates that over 51.50% of the housing on the Tribe s reservation is renter occupied. Rental units are available through the Tribe s Housing Authority; however, there are long waiting lists for these units. The housing inventory of Tribe is limited, and the private rental properties near the reservation are of poor quality and high rent, making them unaffordable to tribal families. In the upcoming fiscal year, the Flandreau Santee Sioux Housing Authority ( FSSHA ) will receive an Indian Housing Block Grant ( IHBG ) from the United States Department of Housing and Urban Development ( HUD ) in the amount of approximately $330,000. The FSSHA manages fifty-one (51) rental units with only fifty (50) rental units being calculated in the formula amount for funding received from HUD. In having such a small amount of appropriated funds, the FSSHA is unable to afford any new construction, and unit rehabilitations are completed only as needed. With around 300 tribal members living on or near the reservation, there is simply not enough housing, forcing overcrowding among Tribal members. The FSSHA s current inventory is summarized as follows:
+ 
+- FSSHA currently manages 51 rental units. 
+ 
+- Six (6) 3-bedroom duplexes.
+ 
+- Four (4) 4-bedroom single family homes.
+ 
+- Twenty-three (23) 3-bedroom single family homes.
+ 
+- Four (4) 2-bedroom single family homes.
+ 
+- An elderly complex with five (5) 2-bedroom units and ten (10) 1-bedroom units.
+ 
+- Four (4) 2-bedroom four-plexes to be completed in 2020, with two additional available in the Spring of 2020.
+ 
+ 
+50
+ 
+
+Table of Contents
+
+ 
+E
+c
+o
+n
+o
+my and Employment
+
+ 
+Economic indicators on the table below show that the residents of the reservation and the Flandreau community in areas when compared to the other residents of South Dakota.
+ 
+Table 1 2000 Census Poverty and Income Data
+ 
+ 
+Santee/Flandreau 
+
+ 
+ 
+South
+
+ 
+
+US 2000 Census Data 
+
+ 
+
+Reservation 
+
+ 
+
+ 
+
+Dakota
+
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+% of Persons below Poverty Level 
+ 
+ 
+9.6 
+ 
+ 
+14.1 
+
+% of Families below Poverty Level 
+ 
+ 
+7.3 
+ 
+ 
+11.1 
+
+Median Family Income 
+ 
+$41,623.00 
+ 
+$49,495.00 
+
+Median Household Income 
+ 
+$35,467.00 
+ 
+$43.339.00
+ 
+
+% Unemployed 16 yrs. Old & + 
+ 
+ 
+11.4 
+ 
+ 
+7.3 
+
+ 
+The main source of employment on the reservation is the Royal River Casino, Flandreau Santee Sioux Tribe, Health Clinic, and the Flandreau Indian School. The Flandreau public school system and other local business are other sources of employment. The potential for recreation and tourism developments are considerable considering the Tribe s near proximity to the Big Sioux River. Another source of income for the FSST is the agricultural leases with area farmers.
+ 
+E
+ducation
+
+ 
+Table 2 2000 Census Education Data
+ 
+US 2000 Census Data
+
+ 
+
+ 
+
+Age 25 & Over
+
+ 
+
+Santee/Flandreau
+
+ 
+
+ 
+
+South Dakota
+
+ 
+
+% High School Graduate
+ 
+ 
+90.5 
+ 
+ 
+90.4 
+
+% Bachelor s Degree or Higher
+ 
+ 
+24.1 
+ 
+ 
+26.2 
+
+ 
+The Public Elementary School district provides kindergarten through fifth grades. There are approximately 321 enrolled students, and the student to teacher ratio is approximately 13.33 to 1. The Public Middle School district provides grades sixth through eighth. There are approximately 141 enrolled students, and the student to teacher ratio is 11.13 to 1. The Public High School district provides grades ninth through twelfth. There are approximately 167 enrolled students, and the student to teacher ratio is 9.6 to 1.
+ 
+To
+pography
+
+ 
+The topography of the region is known as the Prairie Coteau and consists primarily of undulating or gently rolling land.
+ 
+ 
+51
+ 
+
+Table of Contents
+
+ 
+Climate
+
+ 
+Moody County, South Dakota gets approximately 23 inches of rain per year, 33 inches of snowfall, and the number of days with any measurable precipitation is approximately 76. On average, there are 208 sunny days per year, July s high is approximately 84 degrees, and the low is approximately 1 degree in January. Its comfort index, which is based on humidity during the hot months, is 42 out of 100 where higher is more comfortable.
+ 
+Business Components of the Tribe
+
+ 
+THE CASINO & RESORT
+
+ 
+History
+
+.
+ 
+Before the passage of the landmark Supreme Court Case California v. Cabazon Band of Mission Indians
+, 480 U.S. 202 (1987), and the Indian Gaming Regulatory Act, 25 U.S.C. 2701 et seq. ( I
+G
+R
+A
+ ), the Tribe operated a single blackjack table out of the back room of a Tribe-owned convenience store and had Bingo games periodically in its community hall. After IGRA was passed, the Tribe was one of the early entrants into Class III gaming and signed its first compact with the State of South Dakota on June 29, 1990 (the 1990 Gaming Compact
+ ). The 1990 Gaming Compact initially authorized the operation of 180 machines. This compact was approved by the Secretary of Interior on August 2, 1990, upon which the Tribe had the authorization to offer Class III gaming in accordance with IGRA, the 1990 Gaming Compact, and its own Class III gaming ordinance. The Tribe constructed the original Royal River Casino in a steel building originally intended for a printing press, and operated machines, card tables, a bar, and a restaurant for its customers. Initially, the Tribe was the only operational casino in South Dakota west of historic Deadwood, underpinning the dedicated customer base it has created since its opening.
+ 
+In 1996, the Royal River Casino was in need of expansion, and the Tribe built the casino & resort in the location where it currently exists, just a few hundred feet north of the original site. The new casino & resort expanded the its footprint and transformed it into a regional entertainment destination. The new construction included a 17,000 square foot casino floor, an events center that could accommodate more than 700 people, a 136 seat restaurant with a buffet, a 60 seat snack bar, a gift shop, an RV Park, and a BINGO Hall, all near a three story hotel with six high-roller suites, 54 standard hotel rooms, and a pool.
+ 
+In 2002, to meet the needs of its players and community, the Tribe added a new hotel wing which included six more high-roller suites, and 54 standard hotel rooms. After the completion of the additional wing, the casino & resort remained unchanged except for the addition of new machines, cosmetic changes, and routine maintenance.
+ 
+With its entertainment market growing in the late 1990s, and the construction of the new hotel wing, the Tribe was ready to add more machines to its floor. Limited to the same 250 gaming machine allocation from the early 1990s, the Tribe reinitiated negotiations with the State of South Dakota in 2005 to meet market demands, and to increase the number of machines at the casino & resort. After an impasse between the State of South Dakota and the Tribe regarding the number of machines that the Tribe should be able to operate, the Tribe filed suit in federal court on March 16, 2007. The Tribe alleged, among other issues, that the State of South Dakota violated IGRA by not negotiating in good faith with the Tribe. Eventually, the parties settled the federal case and entered into a compact in which the Tribe was allocated 500 machines on July 20, 2011 (the 2011 Gaming Compact
+ ).
+ 
+Following the 2011 Gaming Compact, the casino & resort has gradually increased the amount of machines that it operates. The evolution of slot machines has changed dramatically since 1996 when the current casino opened, from small two-foot wide machines to machines as large as four feet wide and eight feet tall. These machines are server-based, requiring multiple data ports, and much more electrical power to meet the minimum standards of operation. The size of the gaming floor as well as the technological capacity of the casino was the main consideration in prompting a renovation of the entire casino & resort. This fact coupled with increased out-of-state competition prompted the casino management, and the FSST Executive Committee, to begin the process of redesigning and renovating the casino & resort in its entirety. To accommodate the growing market needs and the Tribe s casino and hotel expansion goals, the Tribe reinitiated compact negotiations with the State of South Dakota and in 2016 compacted for up to 1,000 slot machines, the highest count of any Tribe in state history.
+ 
+ 
+52
+ 
+
+Table of Contents
+
+ 
+C
+
+urrent Resort Facilities and Amenities
+
+. 
+ 
+Beginning in 2017, the Tribe upgraded and re-furnished the hotel rooms and corridors, constructed an administration addition for casino management and Tribal use, and converted the former bingo room into a VIP Lounge and expanded gaming floor at the cost of nearly approximately $12,408,000. In October 2019, the Tribe completed renovations and construction upgrades to the casino at a cost of approximately $15,592,000. The Tribe intends for the casino & resort to be one of the premier Las Vegas-style casino and entertainment destinations in the upper Midwest United States. 
+ 
+The casino & resort presently employs approximately 236 employees who are employed in gaming dispensing functions, food and beverage sales, hotel hospitality staffing, accounting and administrative capacities, and security and surveillance functions. The casino & resort consists of a class III gaming casino with approximately 430 slot machines with the capacity to increase to 800 plus; 12 blackjack, roulette and poker tables; a 120-room and suite hotel with an indoor pool; a 136-seat restaurant and buffet; a 56-seat sports bar; a 60-seat snack bar; a 5,700 square foot event and entertainment center with the capacity for 700 guests; and a gift shop. 
+ 
+C
+
+ompetitive Strengths
+
+ 
+The casino & resort enjoys two regional competitive advantages to other casino destinations: its location and its licensing. The casino draws from its local area, eastern Minnesota, and the larger communities of Brookings, Madison and Sioux Falls, all of which are located in South Dakota.
+ 
+Location
+
+. 
+
+ 
+The Resort is located at 607 South Veterans Street in Flandreau, South Dakota. It is located 7 miles east of the well-traveled I-29 north/south corridor, approximately 30 miles north of Sioux Falls, South Dakota. Interstate 29, via State highway 32 or State Highway 34, provides the Resort with direct access to the principal transportation routes and population bases of the region. 
+ 
+From South Veterans Street, SR 32 travels west approximately 7 miles to Interstate 29. From South Veterans Street, SR 32 travels east to Highway 13.
+ 
+From SR 32 (Exit 114), Interstate 29 travels south five miles to SR 34 (Exit 109), continuing south another 25 miles to Sioux Falls where it intersects Interstate 90. Interstate 90 continues south to Sioux City, Iowa where it intersects U.S. Highway 20 and U.S. Highway 75.
+ 
+To the north from SR 32 (Exit 114), Interstate 29 travels 20 miles to Brookings where it intersects with U.S. Highway 14. I-29 continues north 45 miles to Watertown, where it intersects with U.S. Highway 212. From Watertown, Interstate 29 travels north to Summit where it intersects with U.S. Highway 12. I-29 then continues north another 45 miles to South Dakota/North Dakota border near Hankinson.
+ 
+From the casino, South Veterans Street travels south two miles to State Highway 34. From S Veterans Street, SR 34 travels west-southwest nine miles to Interstate 29. SR 34 continues west another 20 miles to Madison where it intersects U.S. Highway 81. From South Veterans Street, SR 34 travels east to the South Dakota/Minnesota border near Pipestone, Minnesota.
+ 
+ 
+53
+ 
+
+Table of Contents
+
+ 
+Licensing
+
+. 
+
+ 
+Gaming competition is limited in the vicinity of the casino & resort and requires state licensing for Level II licensing and federal licensing for Level 3 gaming. The Tribe holds state and federal gaming licenses. The only casino within 50 miles of the casino & resort is Grand Falls Casino Resort near Larchwood, Iowa. Combined, the two casinos have approximately 1,330 slot machines and 50 table games. On a regional basis, i.e., within a 50 to 200-mile radius of the Resort, there are another six Indian casinos in South Dakota, six Indian casino and a number of card room including electronic charitable gaming in North Dakota, fourteen Class III Indian casinos and two racinos in Minnesota, three Indian casinos and nineteen commercial casinos in Iowa, and six Class II Indian casinos in Nebraska.
+ 
+Video lottery has been operated under the authority of the South Dakota Lottery in the state since 1989. In 2019, there are also approximately 8,946 video lottery machines operating at 8,946 small bars and restaurants spread across South Dakota. The law limits the number of video lottery terminals to ten per location. 
+ 
+Except its own developments the Tribe is not aware of any proposals within a 200-mile radius to construct any new Indian or commercial casinos or to renovate or improve any existing casinos.
+ 
+Neither the Tribe nor the casino & resort is licensed as a Money Service Business with FinCEN. An application for a Money Service Business license is pending to enable the Authority to transmit electronic cash payments and DAK Utility Token payments, to customers or third-parties. 
+ 
+The First American Mart
+
+ 
+Adjacent to the casino & resort is the Tribe s First American Mart, which is a gas station convenience store. Opened in 1996, the First American Mart sells gasoline, cigarettes and other tobacco products, as well as other food, beverages and other items typically sold at a convenience store. Including Prairie Junction, a truck stop, the First American Mart employs 18 persons. The First American Mart has a bank of five Class II Gaming Devises in the store, and Prairie Junction has ten video lottery machines it operates in accordance with South Dakota Law.
+ 
+The RV Park
+
+ 
+Adjacent to the casino & resort is the Tribe s Resorts RV Park featuring 20 parking pads with full-service hookups, and a dumping station. Users of the RV Park have access to the Resort s full amenities.
+ 
+Lending Activities
+
+ 
+The Tribe offers short-term online consumer loans to individuals across the United States in accordance with tribal law, specifically Title 28, the Tribal Lending and Consumer Protection Act, and applicable federal law. There are two wholly-owned, tribal subsidiaries that offer these loans, FSST Management Services, LLC and FSST Financial Services, LLC, operate through the following web URLs, http://605lending.com and http://www.rushmorefinancial.net, respectively. All loans are subject exclusively to the laws and jurisdiction of the Tribe. 
+ 
+NOTE: 
+The information contained on or that can be accessed through any of our websites is not incorporated in, and is not part of, this Prospectus, and you should not rely on any such information in connection with your decision to invest.
+ 
+ 
+54
+ 
+
+Table of Contents
+
+ 
+Description of IT Services on the Reservation
+
+ 
+The Tribe s Information Technology Department employs five persons including a chief information officer, system administrator, site manager, help desk manager and help desk intern. All ten buildings on the reservation are connected via fiber optic wiring to the data center, which is part of the physical plant of the Resort and the Royal River Casino. 
+ 
+The Information Technology Department and its systems primarily are designed to protect the Royal River Casino s operations and governmental compliance and surveillance mechanisms, although all electronic data and transactions on the reservation are routed through the hardware and systems in the data center. The data center contains a dedicated air conditioning unit and fire suppression system, a dedicated UPS/power conditioner, a backup generator, and has controlled proxy access. The data center is guarded by security personnel and video surveillance at all times. The data center has redundant hardware firewalls, end point security protection, and email filtering. The server is partitioned to run multiple software storage and independent processing functions.
+ 
+THE AUTHORITY AND PLAN OF OPERATION
+
+ 
+We, the Authority, are created by a resolution of the Executive Committee of the Tribe (the Executive Committee ) on October 2, 2019. The Tribe created the Authority as an unincorporated body politic of the Tribe with all rights and privileges of The Tribe. We are governed by a Board of Directors, and our composition is identical in membership to the Executive Committee of the Tribe. We are wholly-owned by the Tribe and were created specifically for the purpose of conducting this offering of Coins and utility tokens. We are capitalized by the Tribe with $250,000.00 in cash to start operations. To date, we have not commenced operations as an Authority. We will become an operational instrumentality of the Tribe only after the receipt of proceeds from the launches of our Coin and Utility Token. We anticipate that the launch of the Utility Token will occur before this registration statement is declared effective by the SEC.
+ 
+Dakota Coin Authority Organizational Chart
+
+ 
+
+ 
+ 
+The Authority s business purpose is to contract with BCG for the provision of IT services, including the creation and delivery to the Authority of a securities instrument we named the Coin, a non-securities financial instrument we named the Utility Token, and a cloud-based payment network through which the Utility Token will be utilized by patrons of the Tribe s reservation to pay for goods and services. All cloud-based services will originate from the reservation and operate under the sovereign authority of the Authority by delegation of authority from the Tribal government. BCG licensed us the right to use its payment platform for a six and one-half year period. See DESCRIPTION of LICENSE and IT AGREEMENT. 
+ 
+The Authority believes that its implementation of a utility token and payment platform will accelerate the Tribe s economic growth while enhancing and simplifying the payment experience by which patrons of the Tribe s businesses will interact with the Tribe. The Authority intends for the DAK Security Coin to become a national and international icon that will put the FSST brand in the minds of the mainstream investment community. Also, the Authority will be participating in the blockchain revolution as many other businesses and governments are doing, and the Authority believes that this offering will be a step towards a new and positive image for the Tribe, an independent sovereign nation. 
+ 
+ 
+55
+ 
+
+Table of Contents
+
+ 
+Proceeds from the Coin offering and from sales of the Utility Token, collectively an estimated $400,000,000 before fees and expenses of the offering, will be used to restructure the debt obligations of the Tribe and to expand and develop our infrastructure, business, housing, and casino & resort offerings. See USE OF PROCEEDS for more detail on this topic.
+ 
+The Authority s Board has executed the Undertaking for the benefit of the Tribe, SEC, investors of the Coin, and purchasers of the Utility Token, and participating underwriters. The material terms of the Undertaking include that the Authority undertakes and covenants to provide, disclose and deliver to the Beneficiaries of this Undertaking relevant information, including, but not limited to, financial information of the Authority and the Tribe, material events that may affect the operations, control and management of the Authority, the Tribe and the Offering, and to make such information publicly available within the timeframes imposed upon Registrants pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended. In essence the Authority undertakes to include in its periodic disclosure filings with the SEC material information concerning the Utility Token. See also Undertaking of the Authority which is attached as Exhibit 99.1.
+ 
+DESCRIPTION OF RELATED PARTIES
+
+ 
+DAK Securities Coin and DAK Utility Token Developer
+
+ 
+Blockchain Consulting Group, Inc. ( BCG ), a Miami, Florida-based limited liability company organized in Nevada in January 2019, is the software developer of the Coin, the Utility Token, and the Utility Token payment platform. BCG, through an Internet Technology and Licensing Agreement ( License and IT Agreement ), has granted a non-exclusive, world-wide Master License to the Authority to utilize and implement its proprietary blockchain software system. As such, the Tribe and the Authority are entirely dependent on BCG s services to offer the Coin and the Utility Token. The Tribe is BCG s first client. See also our discussion in the section entitled RISK FACTORS above. The Authority, in turn, may sub-license BCG s licensed-services to other Indian tribes. The term of the License and IT Agreement is six-years and eleven months. The License and IT Agreement renews automatically; however, the Master License granted to the Authority is perpetual.
+ 
+BCG s Services
+
+ 
+BCG is a third-party software development company specializing in Indian casino gaming applications. BCG provides the Authority with a turn-key software and marketing solution that includes development and licensing to the Tribe of the Coin and Utility Token Ethereum code and Layer 2 Solution, the payment platform for integrating casino customer purchases of the Utility Token with the back office blockchain accounting technology of the transactional activity of the Utility Token, preparing the Authority s white paper, consulting the Tribe on obtaining regulatory approval, technology development, system administration and server security, and business development and creative services, and other consulting services to help the Tribe implement and operate the Utility Token payment network. 
+ 
+BCG does not have any ownership or rights to obtain ownership of any aspect of the Tribe or the Authority. Neither BCG nor its members will receive Utility Token or Coin, or rights to Utility Token or Coin, for services rendered to the Tribe or the Authority. 
+ 
+BCG, in turn, licenses its software from its CTO s company, Vibe Media Management Group, LLC ( VMMG ). As a recent start-up company, BCG does not have any non-management employees. It is comprised of sixteen members, of which four are managers.
+ 
+The Utility Token payment network is operated through servers maintained by Amazon Web Services in an account under the name of the Authority. Thus, the network is hosted in a cloud-based environment which ensures world-wide backup of data by Amazon s server farms maintained in multiple countries.
+ 
+ 
+56
+ 
+
+Table of Contents
+
+ 
+BCG s technology creates the Coin and the Utility Token, which are minted on the Ethereum blockchain, and a Layer 2 Solution, which is a private side chain acting as a gateway to and from the Ethereum blockchain. The Layer 2 Solution facilitates atomic micro transactions and can impose gas fees for payment network transactions involving the Utility Token in a protected environment. The Layer 2 Solution also enables the Authority to receive payments in non-Utility Token digital assets or fiat currencies from unaffiliated sources. The Ethereum blockchain is decentralized and is relatively secure, thereby ensuring that transactions in the Coin or Utility Token are transparent to a worldwide audience and are immutable, which ensures that the owners of Coin and/or Utility Token cannot be stripped of their ownership rights without their consent. 
+ 
+BCG s technology also incorporates third-party hot wallet software to enable purchasers of Utility Token to store and safeguard their Utility Token along with tokens from other non-Tribe sources. At present, BCG will provide the Authority with a hot wallet application made available to BCG by its chief technology officer. Utility Token holders may use any ERC-20-based hot wallet to store their Utility Token.
+ 
+The Authority will not likely be the only user of BCG s platform technology. BCG, through the Authority s Master license, will offer access to its payment platform to other Indian tribes for similar purposes as the Authority; provided that, the Authority will receive ten percent (10%) of net offering proceeds from all non-Authority Indian tribal licensing arrangements with BCG in exchange for the Tribe and the Authority having paid for the legal expenses of registering this Coin IPO and providing BCG with a forty-nine percent (49%) of net offering proceeds after payment of the Tribe s and the Authority s registration and reporting expenses during the life of the Layer 2 Solution software license. The Authority will pay BCG master licensing fees of $499,999 for the Coin and $300,000 for the Utility Token, respectively, after the software for each is demonstrated to be commercially available.
+ 
+BCG s officers include persons with substantial marketing experience. Part of BCG s service offering to the Authority will be to offer marketing support for the casino & resort and for the propagation of the Utility Token to the Indian Gaming Industry and to other North American Tribes. In addition to general marketing of the Tribe s business offerings, BCG will be enhancing the Tribe s website and presence on the world wide web, marketing the Layer 2 Solution to other Indian Tribes for the purpose of expanding the Authority s revenue stream from other Layer 2 Solution licensing agreements, and marketing the Layer 2 Solution for payment processing use by non-tribal businesses to expand the eco-system of DAK Utility Coin purchasers and businesses that accept payments via the DAK Utility Coin.
+ 
+Developmental Status of Coin and Utility Token
+
+ 
+As of the date of this Prospectus, or before the Registration Statement is declared effective by the SEC, BCG will have integrated its Layer 2 Solution into the Tribe s payment systems, and the payment platform will be operational as a medium of payment on the reservation. All payment points of sale, including slot machines, casino & resort, and First American Mart are intended to accept the Utility Token as payment. The Authority will offer the Utility Token to purchasers before this Registration Statement is declared effective by the SEC. The Authority anticipates negotiating the listing of the Utility Token on prominent existing digital currency trading platforms world-wide. The Authority will only list the Utility Token on trading platforms that can demonstrate compliance with all applicable federal and state law and regulations relating to money transmission, anti-money laundering, and consumer protection.
+ 
+The Coin will not be offered until this Registration Statement is declared effective by the SEC. As of the date of this Prospectus, no securities exchange has been licensed to trade digital securities such as the Coin. The plan of distribution is set forth in the section of the Prospectus entitled, PLAN OF DISTRIBUTION. 
+ 
+BCG s Proprietary Code
+
+ 
+Most of the Layer 2 Solution code is authored and owned by BCG s chief technology officer, Mr. Alessio Mack; is licensed exclusively to BCG, and was developed in 2019 for the Indian gaming market. The remainder of the Layer 2 Solution Code is open-sourced. Mr. Mack has more than a dozen years of programming experience for payment processing applications and specific experience developing coding solutions for online gaming enterprises. The Layer 2 Solution is exclusively licensed to the Authority as the first customer in the Indian gaming community and is tailored for the Authority s use. BCG s intellectual property is not protected by registered copyrights, patents, or trademarks.
+ 
+ 
+57
+ 
+
+Table of Contents
+
+ 
+Scalability and Conflicts of Interest
+
+ 
+BCG has existing relationships with numerous Indian tribes, all of whom have casinos or resort-style gambling enterprises. BCG s Layer 2 Solution is customizable to the needs of each client and is anticipated to be similar in concept to this offering of the Coin and the Utility Token. BCG s time commitment to each tribe may involve episodic conflicts of time allocation that will be remediable with additional staffing, as needs arise. Once a BCG Layer 2 Solution platform has been implemented at a reservation, BCG s relative time commitment to maintain the platform falls significantly as the platform maintenance is largely effected remotely through management of cloud-based software systems. Thus, BCG anticipates that it will grow and hire employees to meet its operational demands.
+ 
+BCG Leadership
+
+ 
+Fereidoun Khalilian a/k/a Fred Khalilian a/k/a Fred Khalifa
+ (age 48) is the Chairman and is a director1 of BCG. Mr. Khalilian was the president and chief operating officer of Monster Inc. between January 2016 and January 2018. Since September 2011 to the present, he has been the chief executive officer of Hollywood Production Group where he manages artists, movie producers, and musicians, and between October 2011 to December 2018, he was the chief executive officer of Universal Entertainment Group, an entertainment software developer. Mr. Khalilian is the subject of two stipulated Federal Trade Commission injunctions from 2010 and 2001, respectively, banning him from telemarketing and prohibiting him from making misrepresentations in connection with automobile warranties (see FTC v. Fereidoun Fred Khalilian, et al.
+, Case No. 10-cv-21788-MGC (S.D. Fla.) for more details), and requiring him to maintain certain records through January 6, 2021, and banning him from telemarketing of vacation travel packages, making misrepresentations, and violating the FTC s Telemarketing Sale Rule (see FTC v. Leisure Time Marketing, Inc., et al.
+, Case No. 00-Civ-1057-ORL-19B (M.D. Fla.) for more details). Mr. Khalilian has paid the FTC the monetary redress ordered in both cases. 
+ 
+Peter Nguyen
+ (age 37) is the CEO and is a director of BCG.. Mr. Nguyen is a serial entrepreneur who, between 2001 and the present, co-founded and is the owner over a half dozen revenue-producing companies in the energy, entertainment, FinTech, e-commerce technology, real estate, cryptocurrency, manufacturing, logistics, customer support, and CBD space. These companies include Shox Inc., Go Innovations, Advertiser360, Brand Ingenuity Group, Ad Exchange Group, Push Innovation, Push Innovation Live, Chargeback360, ConversionPoint Technologies, World Processing, SixCRM, Good Payments, and DigitalX. In each of these companies he has served as the CEO or Chairman and is a director since the company s inception. Between 2005 and 2006, he was also a Marketing Consultant for VeriFone, Inc. All of these companies are privately held and are based in Orange County, California, Toronto, Canada, or Gainesville, Florida. His companies collectively have hired over 1,000 employees over the past six years. Mr. Nguyen was also a National Finalist for Ernst & Young Entrepreneur of the Year in 2018 and won Entrepreneur in Excellence by the Orange County Business Journal in 2017. Ad Exchange has won many awards including Gold Stevie for the American Business Awards for Company of the Year and Employee of the Year, Inc 5000 Fastest Growing Companies, Gold Pillar Award, Best in Biz Award, and Top 100 Most Entrepreneurial Company by Entrepreneur Magazine. Mr. Nguyen holds a bachelor of science degree in Finance from the University of Florida.
+ 
+Dan Fleyshman
+ (age 38) is the CIO and is a director of BCG. He founded Elevator Studios in 2015 and is its CEO. He manages approximately 16 employees in his role as CEO. He handles all marketing, social media, events, and sales activities and manages all client relationships. From 2012 to 2015, he was the CEO of One Penny Ad Agency. Between 2010 and 2012, Mr. Fleyshman consulted for a casino in Nevada, and was the CEO of Victory Poker from 2009 to April 2010. From 1999 to 2009, he was the president of WYD, Inc. located in San Diego, California.
+ 
+Alessio Mack
+ (age 35) is the chief technology officer of BCG. From June 2017 to the present, Mr. Mack co-founded and became the chief executive officer of VIBE Media Management Group, LLC, a company specializing in virtual and augmented reality. VMMG is based in Los Angeles, California. Previously, Mr. Mack was a co-founder of the VIBE cryptocurrency token, which was launched in July 2017. Mr. Mack also served as the chief technology officer of Monster, Inc. between January 2016 and December 2016, and served as the chief technology officer of Universal Entertainment Group, LLC between January 2009 and January 2016. 
+ 
+Mr. Mack and VMMG developed and licensed the Layer 2 blockchain software to BCG and provides blockchain-related maintenance and technical support to the Authority through the License and IT Agreement between BCG and the Authority.
+___________
+1 BCG, a Nevada limited liability company, refers to its managers as directors. 
+ 
+ 
+58
+ 
+
+Table of Contents
+
+ 
+Gino LoPinto
+ (age 55) is a director of BCG. From August 2013 to the present, he has served as the operating partner of 11 USA Group, a lifestyle branded, multi-city, entertainment and dining enterprise. Prior to August 2013, Mr. LoPinto served in various capacities in the entertainment industry producing concerts, celebrity appearance events, and parties for artists and corporate sponsors, including serving from 2002 to August 2012 as the managing partner of the Vegas Alliance, Inc., a marketing arm for casinos and nightclubs. Mr. LoPinto holds an associate degree from the University of Nevada Las Vegas. 
+ 
+Jeffrey Ford
+ (age 50) is a director of BCG. From January 2016 to the present, Mr. Ford has been a film and commercials director for Ford Entertainment in the USA where he supervises and directs film crews of between 25 and 80 members. From May 2000 through 2015, he served as a commercials director and marketing executive at Fat Wombat Enterprises and was contracted to major advertising agencies in the United Kingdom as well as 12 countries across Europe. Mr. Ford holds a bachelor s degree in Design and Advertising and has received specialized education in digital effects and CGI animation at Escape Studios in London in 2005.
+ 
+QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
+
+ 
+Not applicable.
+ 
+DIRECTORS AND EXECUTIVE OFFICERS
+
+ 
+The Tribe is governed by a seven-member Executive Committee whose members are elected by the Tribe. The Executive Committee has the authority to manage all economic affairs of the Tribe and to appropriate funds for public purposes. The Executive Committee appoints a non-voting Treasurer as its eighth member. The Tribal President serves as the administrative head of the tribal government and serves along with the Tribe s other officers. The elected terms are staggered in years and candidates must live within the defined reservation to be elected. The members of the Executive Committee and officers of the Tribe and the date on which their terms expire are as follows:
+ 
+Name
+
+Age
+
+ 
+Position
+
+ 
+Term
+
+Expiration
+
+ 
+
+Anthony Reider
+ 
+42
+ 
+President
+ 
+4 Years
+ 
+August 2022
+ 
+
+Andrew Weston
+ 
+37
+ 
+Vice President
+ 
+4 Years
+ 
+August 2020
+ 
+
+Kristi D Ann Bietz
+ 
+52
+ 
+Trustee I
+ 
+4 Years
+ 
+August 2022
+ 
+
+David Kills-A-Hundred 
+ 
+35
+ 
+Trustee II
+ 
+4 Years
+ 
+August 2020
+ 
+
+Kenneth Weston
+ 
+38
+ 
+Trustee III
+ 
+4 Years
+ 
+August 2022
+ 
+
+John Jason Armstrong 
+ 
+59
+ 
+Trustee IV
+ 
+4 Years
+ 
+August 2020
+ 
+
+Donalda Montoya
+ 
+60
+ 
+Secretary
+ 
+4 Years
+ 
+August 2022
+ 
+
+Ryan Kills-A-Hundred
+ 
+43
+ 
+Treasurer
+ 
+At Will of Exec. Committee
+ 
+N/A
+ 
+
+ 
+The mailing address for all our officers and directors is 603 W. Broad Avenue, Flandreau, South Dakota 57028
+ 
+
+ 
+59
+ 
+
+Table of Contents
+
+ 
+Duties, Responsibilities and Experience
+
+ 
+The Executive Committee of the Tribe and the Board of Directors of the Authority are identical in membership, offices, and functions. They are all elected in a general election. All Board members are also Executive Committee members of the Tribe. They are employed full-time as Executive Committee members, and their duties and time commitments to the Authority are overlapping. The duration of one s appointment to the Executive Committee of the Tribe is identical to an appointment to the Board of Directors of the Authority.
+ 
+Anthony Tony Reider
+, age 42, has served as the president of the Tribe since August 2010. Prior to being elected as President of the Tribe, Mr. Reider owned a plumbing service company in Trent, South Dakota from 2006 to May 2011. Mr. Reider worked as a plumber continuously between 1997 and 2011. Mr. Reider holds an associate of sciences degree in plumbing from Southwest Technical Institute in Jackson, Minnesota, which he earned in 1998. He spends approximately 25 hours per week on Authority business.
+ 
+Andrew Weston
+, age 37, has served the Tribe as a Trustee since August 2016. He is a handyman and has served the Tribe in various capacities including as a slot technician, cashier, and floor walker in the casino & resort; a loan manager for FSST Financial Services; a maintenance aide for rental housing repairs and maintenance. He is a director of all Tribally-owned businesses. He spends between 1 and 5 hours per week on Authority business.
+ 
+Kristi D Ann Bietz
+, age 52, has served the Tribe as a Trustee since August 2018. From 2002 to August 2018, she served the Tribe as a court clerk, court administrator, and magistrate judge. She is a director of all Tribally-owned businesses. She spends between 1 and 5 hours per week on Authority business.
+ 
+David O. Kills-A-Hundred
+, age 35, has served the Tribe as a Trustee since August 2016. He has worked in the casino & resort business starting in 2003 through 2011 as a hotel room attendant, houseman, and dishwasher. Between May 2009 and April 2011, David worked for the Dakota Lakota Journal as a graphic designer responsible for the layout and design of the newspaper. David returned to work at the Resort as a slot technician September 2013 to February 2014. From February 2014 through March 2016, David worked as a call center representative at FSST Financial Services where he was responsible for originating loans. David was unemployed between March 2016 and August 2016. David also serves as a director of other Tribally-owned businesses. He spends between 1 and 5 hours per week on Authority business.
+
+ Kenneth Weston
+, age 38, has served the Tribe as a Trustee since August 2018. He also served a term as Trustee from August 2012 through August 2016. When not employed as a Trustee, Mr. Weston has served the Tribe as a maintenance worker at the Resort and at the Tribe s housing complex. Mr. Weston also serves as a director of other Tribally-owned businesses. He spends between 1 and 2 hours per week on Authority business.
+ 
+John Jason Armstrong
+, age 59, has served the Tribe as a Trustee since August 2016. He is certified as a carpenter. From April 2011 to August 2016, he served the Tribe by managing its real property. He does general maintenance in and around the reservation and served as a maintenance director and community health representative supervisor for the Tribe s health clinic. Mr. Armstrong also serves as a director of other Tribally-owned businesses and is the Tribe s liquor control officer. He spends between 2 and 4 hours per week on Authority business.
+ 
+Donalda Montoya
+, age 60, has served as the Secretary of the Executive Committee since August 2018. Prior to her election as Secretary in 2018, Ms. Montoya served as the Secretary between 2006 and 2008. Thereafter, she held various administrative positions in the Tribe, including serving as a budget analyst in the health clinic for seven years, receptionist for two years, and finance clerk for eighteen months. She is a director of all Tribally-owned businesses. She spends between 1 and 4 hours per week on Authority business.
+ 
+ 
+ 
+60
+ 
+
+Table of Contents
+
+ 
+Ryan L. Kills-A-Hundred
+, age 43, has served as the Tribe s Treasurer since June 2011. Mr. Kills-A-Hundred supervises audits, prepares financial information and statements, and manages tribal funds. Also assists in the management of the Tribe, the Royal River Casino, the Flandreau Santee Sioux Housing Authority, the Flandreau Santee Sioux Tribe Health Clinic, and other Tribal businesses and sub-entities. Between 2003 and 2011, he served as the Chairman of the FSST Gaming Commission. In this capacity, he oversaw the regulation and control standards of Class II and III gaming on the Flandreau Santee Sioux Tribe reservation, including oversight of the Royal River Casino and Hotel. Performed audits of various functions within each Casino department, conducted employee background investigations, and made recommendation for legislative changes to ordinances and regulations. He spends approximately 5 hours per week on Authority business.
+ 
+Family Relationships
+
+ 
+The Tribe is comprised of five major families making a number of board members related as cousins. Immediate blood-relatives on the Board are: Donalda Montoya, the Tribe s Secretary, is the sister of John J. Armstrong, a Trustee; and Ryan Kills-A-Hundred, the Treasurer is the brother of David Kills-A-Hundred, a Trustee.
+ 
+EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE
+
+ 
+All compensation reflected in the chart below is for Executive Committee service to the Tribe. The Authority does not provide additional compensation.
+ 
+Name
+
+ 
+Age
+
+ 
+ 
+Position
+
+ 
+Annual
+
+Compensation*
+
+ 
+ 
+Type*
+
+ 
+Anthony Reider
+ 
+ 
+42
+ 
+ 
+President, principal executive officer
+ 
+$80,000 
+ 
+Salary
+ 
+Andrew Weston
+ 
+ 
+37
+ 
+ 
+Vice President
+ 
+$62,500 
+ 
+Salary
+ 
+Kristi D Ann Bietz
+ 
+ 
+52
+ 
+ 
+Trustee I
+ 
+$62,500 
+ 
+Salary
+ 
+David Kills-A-Hundred 
+ 
+ 
+35
+ 
+ 
+Trustee II
+ 
+$62,500 
+ 
+Salary
+ 
+Kenneth Weston
+ 
+ 
+38
+ 
+ 
+Trustee III
+ 
+$62,500 
+ 
+Salary
+ 
+John Jason Armstrong 
+ 
+ 
+59
+ 
+ 
+Trustee IV
+ 
+$62,500 
+ 
+Salary
+ 
+Donalda Montoya
+ 
+ 
+60
+ 
+ 
+Secretary
+ 
+$62,500 
+ 
+Salary
+ 
+Ryan Kills-A-Hundred
+ 
+ 
+43
+ 
+ 
+Treasurer, principal financial officer
+ 
+$62,500 
+ 
+Salary
+ 
+ 
+* Columns from the above chart pertaining to additional forms of compensation are omitted because no other reportable compensation has been paid. For example, Executive Committee members receive health insurance, eye care, dental care, and life insurance premiums paid by the Tribe in amounts identical to those of other Tribal employees. Executive Committee members may use automobiles of the Tribe for tribal business. They are eligible to receive a personal loan up to $10,000, a Member s Credit Loan of up to $1,500, an Employee Revolving Credit Loan of $1,000, and receive cash bonuses annually of up to $200 for employee events.
+ 
+Executive Committee salaries are set by its own resolution and are subject to review of the General Council in open meetings. A quorum of 50% of the qualified voters of the Tribe must be present at any such meeting to disapprove an Executive Committee resolution. There are no written guidelines for compensation determinations.
+ 
+ 
+61
+ 
+
+Table of Contents
+
+ 
+SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
+
+ 
+Not applicable.
+ 
+TRANSACTIONS WITH RELATED PERSONS, PROMOTERS, AND CERTAIN CONTROL PERSONS, CORPORATE GOVERNANCE
+
+ 
+Transactions with Related Persons, Promoters, and Certain Control Persons
+
+ 
+See Description of DAK Securities Coin and DAK Utility Token Developer.
+ 
+Corporate Governance
+
+ 
+Nasdaq listing standards require that within one year of the listing of our securities on the Nasdaq Capital Market we have at least three independent directors and that a majority of our board of directors be independent. An independent director is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company s board of directors, would interfere with the director s exercise of independent judgment in carrying out the responsibilities of a director. We do not have any independent directors as defined in the Nasdaq listing standards and applicable SEC rules. If NASDAQ or another licensed securities exchange offers listing privileges for the DAK Securities Coin, we will, at that time, undertake to appoint an adequate number of disinterested directors and form such committees as are necessary to comply with governance requirements of the exchange.
+ 
+CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
+
+ 
+None.
+ 
+MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
+
+ 
+The following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Prospectus.
+ 
+MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
+RESULTS OF OPERATIONS
+
+ 
+You should read the following discussion and analysis of Dakota Coin Authority s financial condition and results of operations together with the consolidated financial statements and related notes that are included elsewhere in this Prospectus. This discussion contains forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. Dakota Coin Authority s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Risk Factors, Information Regarding Forward Looking Statements and in other parts of this Prospectus.
+
+ 
+ 
+62
+ 
+
+Table of Contents
+
+ 
+Overview
+
+ 
+Dakota Coin Authority is a newly-created and unincorporated body politic (the Authority or we or our ) of the Flandreau Santee Sioux Tribe of South Dakota (the Tribe ), a federally-recognized Indian Tribe organized on October 2, 2019 under the Indian Reorganization Act of 1934, as Amended (the Reorganization Act ) . Since its inception on October 2, 2019, the Authority has been in the development stage and has yet to commence operations. The Authority was funded with an initial investment of $250,000 by the Tribe. All pre-creation expenses for the Authority have been paid for by the Tribe; thus, as of the date of this filing,. the Authority has liquidity of $250,000 USD.
+ 
+Since our inception, our short-term strategy has and continues to be to devote all of our resources to the licensing, through an unrelated third-party software developer, of the blockchain coding supporting the Coin and the Utility Token. Additionally, resources have been devoted to the payment platform and to develop an eco-system in which the payment platform can be the hub for affiliated and non-affiliated business payment processing. Central to our initial operation will be the availability of the Utility Token as a payment medium for patrons of the casino & resort.
+ 
+The Authority anticipates earning revenue through fees charged for non-affiliates use of the Utility Token. This may occur through the expansion of the payment network which will be marketed primarily by the above mentioned unrelated third-party (Blockchain Consulting Group, LLC or BCG ) related to development of the cryptocurrency. We also anticipate earning ten percent (10%) of all net proceeds earned from other Tribes that contract with BCG to license the Utility Token payment platform. Our Licensing and IT Agreement with BCG provides that we will receive this revenue-split because the Tribe has financed the development of the Ethereum blockchain Layer 2 Solution by BCG for our use and for the use of other tribes. The Tribe has funded $250,000 to capitalize the Authority and an additional $250,000 approximately in legal and accounting expenses associated with the planning and preparation of this Coin offering.
+ 
+To date the Authority s operations have been funded directly by the Tribe and are anticipated to be repaid by the Authority out of future revenues. Dakota Coin Authority anticipates that its operating expenses will increase in the foreseeable future as it seeks to continue to grow its business, attract customers and non-affiliate users (licensees of BCG) and further enhance and develop the Authority s network. The Authority expects to experience operating losses until such time as the revenue from non-affiliates use of the payment platform exceeds our costs of development and our ongoing costs of legal compliance. Until such time, we expect our expenses will increase substantially in connection with these ongoing activities.
+ 
+The financial statements for the period October 2, 2019 (Date of Inception) to October 31, 2019 included herewith and the following discussion and analysis as of such dates represent the accounts of the Authority.
+ 
+Dakota Coin Authority has engaged the services of Marcum LLP as its independent registered public accounting firm for auditing the financial statements included in this Prospectus.
+ 
+Factors Affecting the Development of the DAK Utility Token Network
+
+ 
+Dakota Coin Authority believes that the value of the Utility Tokens substantially depends upon the successful development of its eco-system or network on non-affiliates use of the payment platform. The successful development of the network in turn will likely depend for the foreseeable future upon the financial resources and skill of BCG, as its management continues to play a leading role in the development and governance of the network. The financial resources of the Tribe and the Authority may continue for the foreseeable future to support the marketing and operational efforts of BCG until such time as BCG s platform expansion and operational efforts are net-revenue-positive.
+ 
+ 
+63
+ 
+
+Table of Contents
+
+ 
+The Authority believes that the below factors will substantially affect its capacity to develop the network:
+ 
+Acceptance of Blockchain Technologies in General
+
+ 
+We believe that the Authority s ability to financially support the development of the payment network will also depend on the general acceptance of cryptocurrency and blockchain technology. The blockchain technology used in cryptocurrencies, which is sometimes referred to as distributed ledger technology, is a relatively new, untested and evolving technology, and although this industry has experienced significant growth in recent years, it is possible that this development and general acceptance and usage will slow or stop. In addition, regulation of blockchain technology like the Tokens involves uncertainty as to how existing law will apply; is likely to rapidly evolve as government agencies take greater interest; and varies significantly among international, federal, state and local jurisdictions. Lack of acceptance of cryptocurrency in general could adversely affect the Authority s future interest in financing the maintenance and marketing of the network by impeding efforts to attract new users and reducing the potential revenue we estimate will be realizable in a declining market.
+ 
+Offering Price of the Coin and the Token
+
+ 
+The $0.10 per Coin and per Utility Token price anticipated to be used in the offering represents an estimate of the value and is not been determined by a formal valuation.
+ 
+Components of Results of Operations
+
+ 
+The Authority has yet to commence operations. All expenses have currently been funded by the Tribe. The Tribe is committed to contributing whatever funds are required until this registered offering has been declared effective by the SEC.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001806220_hygo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001806220_hygo_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..72072543ef9a0181c2cb7828db5342e9edaeaa18
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001806220_hygo_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights selected information appearing elsewhere in this prospectus. Because it is abbreviated, this summary does not contain all of the information that you should consider before investing in our common shares. While this summary highlights what we consider to be the most important information about us, you should read this entire prospectus carefully including, in particular, Risk Factors, Forward-Looking Statements, Management s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes included elsewhere in this prospectus. The information presented in this prospectus (i) assumes an initial public offering price of $19.50 per share (the midpoint of the price range set forth on the cover of this prospectus), (ii) assumes, unless otherwise indicated, that the underwriters option to purchase additional common shares is not exercised and (iii) does not reflect the settlement of common shares pursuant to the management incentive scheme described under Management Compensation Compensation of Management. This summary is qualified in its entirety by the more detailed information and consolidated financial statements and notes thereto included elsewhere in this prospectus. Hygo Energy Transition Ltd. Overview We provide integrated downstream LNG solutions to underserved markets by delivering low cost, environmentally sound energy alternatives to consumers around the world. Our business includes (i) our network of existing and development stage marine LNG import terminals, (ii) our ownership of interests in existing and development stage large-scale power plants backed by high quality offtakers, and (iii) the downstream distribution of LNG from our terminals via marine and onshore logistics to major demand centers in Brazil. In addition, we have historically derived the majority of our revenues from our LNG carriers, which we expect to convert into FSRUs to service our terminals. We believe our model of hub and spoke LNG infrastructure, anchored by our terminals in Brazil, is a model that is highly replicable to create a global platform. Accordingly, we are also pursuing multiple gas-to-power and distribution opportunities elsewhere around the world, including Latin America, Southeast Asia, the Indian Subcontinent, West Africa and Europe. We seek to unlock underserved markets by introducing LNG and natural gas as cheaper, cleaner and transformative alternatives to traditional fossil fuels, as well as an attractive, reliable complement to growing renewable energy sources. Terminals and Floating Storage and Regasification Units FSRUs represent a flexible, proven, expedient and cost effective means to import LNG. Planning, siting, permitting and constructing a traditional, land-based LNG terminal typically takes several years. In comparison, FSRU-based terminals typically take less than 24 months to complete and have been implemented in as little as six months. In addition, FSRUs are considerably less capital intensive than land-based LNG terminals. Although our historical operating revenues have primarily consisted of time charter revenues from operating our vessels in the spot/short-term charter market, we expect our results will reflect an increasing proportion of revenues from the long-term charter of our FSRUs in support of our terminals and downstream distribution business as we complete their development. As of August 2020, we have an operating FSRU terminal in Sergipe, Brazil (the Sergipe Terminal ), two FSRU terminals in advanced stages of development in Par , Brazil (the Barcarena Terminal ) and Santa Catarina, Brazil (the Santa Catarina Terminal ), and more than fifteen other terminals worldwide that are in various stages of evaluation or development. Our fleet consists of the Golar Nanook, a newbuild FSRU moored and in service at the Sergipe Terminal, and two operating LNG carriers, the Golar Celsius and the Golar Penguin, which are expected to be converted into FSRUs. As of June 30, 2020, we have invested $30 million for the anticipated conversion of one of these vessels into an FSRU for deployment at the Barcarena Terminal once an FID has been made and we anticipate a total investment of $75 million to $85 million for the conversion. We expect to continue the conversion and deployment of FSRUs for utilization as LNG storage, transshipment and regasification terminals as our business continues to grow. Our terminals position us to become a critical supply source to customers in developing markets around the world where there is significant need for cheaper, cleaner and more efficient fuel sources. We anticipate significant demand from end-users in the power, utility, industrial, commercial and transportation industries. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated September 16, 2020 PRELIMINARY PROSPECTUS Hygo Energy Transition Ltd. 23,100,000 Common Shares This is the initial public offering of common shares of Hygo Energy Transition Ltd. We are offering 23,100,000 common shares. We expect the initial public offering price to be between $18.00 and $21.00 per common share. Prior to this offering, there has been no public market for our common shares. We have applied to list our common shares on the Nasdaq Global Select Market under the symbol HYGO. We are an emerging growth company and a foreign private issuer as defined under the U.S. federal securities laws and, as such, are eligible for reduced reporting requirements for this prospectus and future filings. Please read Summary Our Emerging Growth Company Status and Summary Our Foreign Private Issuer and Controlled Company Status. Investing in our common shares involves risks. Please read Risk Factors beginning on page 20. Per common share Total Public Offering Price $ $ Underwriting Discounts $ $ Proceeds to us (before expenses) $ $ (1) See Underwriting for a description of compensation payable to the underwriters. The underwriters may purchase up to an additional 3,465,000 common shares from us at the public offering price, less the underwriting discount, within 30 days from the date of the underwriting agreement to be entered into in connection with this offering. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the common shares to purchasers on or about , 2020 through the book-entry facilities of The Depository Trust Company. Joint Book-Running Managers Morgan Stanley Goldman Sachs & Co. LLC Citigroup Barclays BofA Securities BTG Pactual BTIG Credit Suisse Ita BBA UBS Investment Bank XP Investimentos Arctic Securities DNB Markets Fearnley Securities Prospectus dated , 2020 TABLE OF CONTENTS responsibility for our financial soundness or the correctness of any of the statements made or expressed in this prospectus or any prospectus supplement. Neither this prospectus nor any prospectus supplement needs to be filed with the Registrar of Companies in Bermuda in accordance with Part III of the Companies Act 1981 of Bermuda (the Companies Act ) pursuant to provisions incorporated therein following the enactment of the Companies Amendment Act 2013. Such provisions state that a prospectus in respect of the offer of shares in a Bermuda company whose equities are listed on an appointed stock exchange under Bermuda law does not need to be filed in Bermuda, so long as the company in question complies with the requirements of such appointed stock exchange in relation thereto. The BMA and the Registrar of Companies accept no responsibility for the financial soundness of any proposal or for the correctness of any of the statements made or opinions expressed in this prospectus. Industry and Market Data The data included in this prospectus regarding the industries in which we operate, including trends in the market and our position and the position of our competitors, is based on a variety of sources, including independent industry publications, government publications and other published independent sources, information obtained from customers, distributors, suppliers, trade and business organizations and publicly available information (including the reports and other information our competitors file with the Securities and Exchange Commission (the SEC ), which we did not participate in preparing and as to which we make no representation), as well as our good-faith estimates, which have been derived from management s knowledge and experience in the industries in which we operate. Estimates of market size and relative positions in a market are difficult to develop and inherently uncertain. Accordingly, investors should not place undue weight on the industry and market share data presented in this prospectus. Certain Terms Used in this Prospectus Unless the context otherwise requires, references in this prospectus to the following terms have the meanings set forth below: Barcarena Terminal refers to the terminal located in Barcarena, State of Par , Brazil, and consisting of (i) an FSRU, which will be operated by Hygo and deployed in service to CELBA pursuant to a long-term charter; and (ii) associated gas infrastructure, including mooring and offshore and onshore pipelines, wholly owned by Hygo; Brazilian reais or R$ refers to the Brazilian real in plural; CEBARRA refers to Centrais El tricas Barra dos Coqueiros S.A., a joint venture with Ebrasil Energia Ltda., which owns expansion rights with respect to the Sergipe Power Plant; Hygo indirectly owns a 37.5% interest in CEBARRA; CELBA refers to Centrais El tricas Barcarena S.A., our 50/50 joint venture with Evolution, which currently owns the Barcarena Terminal and associated infrastructure and which will be the charterer of the FSRU; CELBA 2 refers to Centrais El tricas Barcarena S.A. 2, our joint venture with CELBA, BEP - Brazilian Energy Participa es S.A. ( BEP ) and OAK Participa es Ltda. ( OAK ), which was incorporated solely to comply with specific requirements of the related power auction in Brazil, and therefore is expected to be party to the Barcarena PPAs. Hygo currently indirectly owns a 50.0% interest in CELBA 2, and BEP, OAK and Evolution own an aggregate indirect 50.0% interest therein; CELSE refers to Centrais El tricas de Sergipe S.A., which is wholly owned by CELSEPAR; CELSEPAR refers to Centrais El tricas de Sergipe Participa es S.A., our 50/50 joint venture with Ebrasil Energia Ltda.; Evolution refers to Evolution Power Partners S.A.; Golar LNG refers to Golar LNG Limited (NASDAQ: GLNG); Golar Management refers to Golar Management Limited, a subsidiary of Golar LNG; TABLE OF CONTENTS Upon completion of the Barcarena and Santa Catarina Terminals, we expect to be capable of receiving an aggregate of 2,370,000 MMBtu/d with storage capacity of 500,000 cubic meters, giving us a critical mass of scale in our base infrastructure investment and creating significant barriers to entry in our areas of operation. Power Generation We have partnered with local companies to build cleaner and economically advantaged natural gas-fired power generation assets backed by long-term PPAs in our core operating areas. These assets will provide us with relatively stable base cash flows and serve as anchor customers for our LNG terminals. We are currently developing a total of 10.6 GW of fully licensed natural gas-fired power plants with local partners in Latin America, not including (i) the Porto de Sergipe I power plant, a 1.5 GW thermal power station supplied by the Sergipe Terminal (the Sergipe Power Plant ), which began commercial operations ( COD ) in March 2020, and (ii) the Novo Tempo Barcarena power plant, a 605 MW thermal power station supplied by the Barcarena Terminal (the Barcarena Power Plant ), which is expected to commence operations in 2025. Please see Our Current and Anticipated LNG-to-Power Infrastructure Network Other Projects Project Pipeline for additional information. Downstream Distribution Our downstream distribution business is focused on the sale of LNG or natural gas to downstream customers under medium to long-term contracts. We procure LNG from our terminals and other sources and transport via ship, rail or truck using third-party providers. Our current and anticipated downstream customers are a mix of power, utility, industrial, commercial and transportation end-users of LNG and natural gas. We seek to provide our customers with integrated LNG logistics and procurement solutions to increase the accessibility of natural gas and unlock the economic and environmental benefits of LNG, as compared to other fossil fuels. Our Current and Anticipated LNG-to-Power Infrastructure Network Sergipe Terminal. Our Sergipe Terminal located near Aracaju, the state capital of Sergipe, on the northeast coast of Brazil, commenced commercial operations in March 2020 and is a key component in Brazil s first private-sector LNG-to-power project. The Sergipe Terminal is operated by CELSE, an entity wholly owned by CELSEPAR, a 50/50 joint venture between us and Ebrasil Energia Ltda. ( Ebrasil ), an affiliate of Eletricidade do Brasil S.A., one of the largest independent private thermoelectric energy generators in the north and northeast regions of Brazil. Because CELSEPAR is indirectly jointly owned and operated with Ebrasil, it is treated as an equity method investment in our consolidated financial statements. The terminal s assets consist of (i) our FSRU, the Golar Nanook, which is under a 25-year bareboat charter with CELSE (the Sergipe FSRU Charter ), (ii) specialized mooring infrastructure and (iii) a dedicated 8 kilometer pipeline which connects to the adjacent Sergipe Power Plant. The Golar Nanook is financed through a twelve year sale-leaseback transaction with the right and obligation to repurchase the vessel at the end of the lease period. The balance of the infrastructure as well as our interest in the Sergipe Power Plant is owned through our joint venture, CELSEPAR. Pursuant to the Sergipe FSRU Charter, the Golar Nanook generates approximately $44 million per year in bareboat charter earnings, indexed to the Consumer Price Index ( CPI ), with operating expenditures passed through to CELSE. Pursuant to the terms of the Sergipe FSRU Charter, we expect total revenues less estimated operating costs, without adjusting for inflation, of $1.1 billion over the 25-year term. The charter terminates on December 31, 2044. In addition to the charter, we expect to generate incremental revenue in the Sergipe Terminal from downstream customers. The Sergipe Terminal is capable of processing up to 790,000 MMBtu/d and storing up to 170,000 cubic meters of LNG. We expect the terminal to utilize approximately 230,000 MMBtu/d (30% of the terminal s maximum regasification capacity) to provide natural gas to the Sergipe Power Plant at full dispatch. Subject to obtaining required consents, we expect to utilize the terminal s remaining 560,000 MMBtu/d of capacity to provide natural gas to additional customers, including industrial, commercial, transportation and other end-users via truck loading facilities. See Business Detailed Description of our Operating and Advanced Stage Terminals Sergipe Description of Contractual Arrangements Related to Sergipe Sergipe FSRU Charter. We also intend to construct 30 kilometers of additional pipeline connecting the Sergipe Terminal to the regional natural gas distribution network and other downstream customers. As of the commencement of operations in March 2020, capital expenditures related to the Sergipe Terminal totaled approximately $280 million. While we do not anticipate any additional capital expenditures to complete the Sergipe Terminal, we expect CELSE to invest $20 million to $30 million to complete interconnections to TABLE OF CONTENTS TABLE OF CONTENTS Hygo, Company, we, our, us or like terms refer to Hygo Energy Transition Ltd., formerly known as Golar Power Limited, a Bermuda exempted company, and its subsidiaries, including its equity method investees, such as CELSEPAR and CELBA, as context requires; however, for an explanation of accounting treatment of our equity method investees, please see Basis of Presentation below; Santa Catarina Terminal refers to the terminal located in Santa Catarina, Brazil that will consist of a newly converted FSRU and associated gas infrastructure; Sergipe Terminal refers to the terminal located in Sergipe, Brazil, consisting of (i) the Golar Nanook, a FSRU operated by Hygo in service to CELSE pursuant to a 25-year charter, and (ii) a dedicated gas pipeline connecting to the Porto de Sergipe I power plant, a specialized mooring system and associated gas pipelines, all of which are owned by CELSE, an entity which is wholly owned by CELSEPAR; Sponsors means Golar LNG and Stonepeak; Stonepeak refers to Stonepeak Associates II LLC and certain funds and other entities managed, advised or controlled by or affiliated with Stonepeak Associates II LLC; and U.S. dollars, dollars or $ refers to U.S. dollars. In addition, we have provided definitions of some of the terms we use to describe our business and industry and other terms used in this prospectus in the Glossary on page A-1 of this prospectus. Basis of Presentation This is the initial public offering of Hygo. Historically, Hygo s revenues have been derived primarily from its wholly owned liquefied natural gas ( LNG ) carriers. Hygo s assets also include a Floating Storage and Regasification Unit ( FSRU ) as well as equity interests in non-controlled and non-consolidated joint ventures, including CELSEPAR and CELBA. Because we generally have between 20% and 50% of the voting rights and do not exercise control, or have the power to control, the financial and operational policies of these entities, our investment in these entities are accounted for by the equity method of accounting. Pursuant to Rule 3-09 of Regulation S-X, we are required to include separate audited financial statements for significant investments in entities that are accounted for under the equity method of accounting ( 3-09 Financial Statements ). As of December 31, 2019, we owned interests in one significant investment, CELSEPAR. As our projects mature, we may present 3-09 Financial Statements for other significant equity investments. In addition, we qualify as a foreign private issuer as defined under SEC rules. As such, we are exempt from certain SEC rules that are applicable to U.S. domestic public companies, including the rules requiring domestic filers to issue financial statements prepared under U.S. Generally Accepted Accounting Principles ( U.S. GAAP ). We have elected to present Hygo s consolidated financial statements in accordance with U.S. GAAP. However, the 3-09 Financial Statements for our investment in CELSEPAR have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ( IASB ), and we are not required to, and do not, reconcile the 3-09 Financial Statements to U.S. GAAP. Further, the financial information contained in this prospectus includes both Brazilian real amounts and U.S. dollar amounts. Certain other information presented in this prospectus have been presented in the currency rounded to the nearest whole number or the nearest decimal. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column in certain tables in this prospectus. In addition, certain percentages presented in this prospectus reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers or may not sum due to rounding. TABLE OF CONTENTS the regional natural gas distribution network. CELSE has also entered into a long-term, 25-year supply agreement for LNG for the Sergipe Terminal with Ocean LNG Limited ( Ocean LNG ), an affiliate of Qatar Petroleum (the Sergipe Supply Agreement ). For the period from April 1, 2020 through June 30, 2020, net revenues generated from the Sergipe Terminal were $13.0 million. Power Generation. The Sergipe Power Plant, a 1.5 GW combined cycle power plant, receives natural gas from the Sergipe Terminal through a dedicated 8 kilometer pipeline. Owned by CELSE, the Sergipe Power Plant is the largest natural gas-fired thermal power station in South America and was built to provide electricity on demand throughout the region, particularly during dry seasons when hydropower is unable to meet the growing demand for electricity in the region. The Sergipe Power Plant s gas-fired system is 90% less pollutant as compared to diesel powered plants of similar capacity. The power plant was constructed pursuant to a lump sum turn-key Engineering, Procurement and Construction ( EPC ) agreement with General Electric. CELSE also entered into an operation and maintenance agreement with General Electric pursuant to which General Electric will maintain and operate the Sergipe Power Plant. At full dispatch, the Sergipe Power Plant can supply up to 15% of total current power demand in northeast Brazil, a region with a population of more than 57 million people. Following its bid award in a government power auction in April 2015, CELSE has executed multiple PPAs pursuant to which the Sergipe Power Plant will deliver power to 26 committed offtakers, including investment grade counterparties, for a period of 25 years. These PPAs provide for guaranteed annual capacity payments of R$1.6 billion at an expected contracted EBITDA margin on gross revenue of 61% (calculated as total revenues less direct operating expenditures (including typical G&A and O&M charges relating to such arrangements) assuming zero dispatch and subject to standard adjustments for inflation and taxes to be incurred). The fixed capacity payments are adjusted annually for the Extended National Consumer Price Index (the IPCA ), the Brazilian inflation-targeting system, which has historically offset changes in the exchange rate between the U.S. dollar and the Brazilian real. Annual revenues less operating costs are expected to be R$1.1 billion. Based on the terms of our PPAs, we expect total contracted revenues over the 25-year term, without adjusting for inflation, of R$41.0 billion. We also expect to generate incremental variable revenue during periods we elect to dispatch and sell power from the facility. Based on the terms of our PPAs, for the period from its commencement on April 1, 2020 through July 31, 2020, the Sergipe Terminal generated approximately R$527.9 million in fixed payments and R$83.5 million in variable payments. We anticipate generating incremental earnings through selling merchant power from the Sergipe Power Plant. The sales would be made through CELSE. We can choose to produce merchant power at the Sergipe Power Plant in any period in which power is not being produced pursuant to the PPAs, and sell the power into the electricity grid at spot prices, subject to local regulatory approval. For the six months ended June 30, 2020, the portion of CELSE s revenue from the sale of merchant power produced at the Sergipe Power Plant attributable to us was R$43.0 million. We intend to take advantage of spot prices in this manner with power produced from not only the Sergipe Power Plant but also from our other assets and operations as opportunities arise. Future Expansion. We also own 37.5% of Centrais El tricas Barra dos Coqueiros S.A. ( CEBARRA ), our joint venture with Ebrasil, which owns expansion rights with respect to the Sergipe Power Plant. These rights include 179 acres of land and regulatory permits for up to 3.2 GW of power generation, including the capacity of the Sergipe Power Plant. CEBARRA has obtained all permits and other rights necessary to participate in future government power auctions. Our ownership in CEBARRA is also accounted for under the equity method. Barcarena Terminal. Upon the commencement of operations expected in the second half of 2021, the Barcarena Terminal will provide a strategic entry point for LNG to the north and northeast regions of Brazil, with a combined population of approximately 75 million that currently lacks the infrastructure necessary to support the region s gas needs, and will be used as a hub for the distribution of LNG and natural gas for electricity generation, commercial and industrial customers, transportation and bunkering. We anticipate that the Barcarena Terminal will be anchored by several large-scale industrial and power customer contracts, including a contract with CELBA, a 50/50 joint venture between us and Evolution Power Partners S.A. ( Evolution ). The Barcarena Terminal will consist of an FSRU and associated infrastructure, including mooring and offshore and onshore pipelines. We will be the sole owner and operator of the FSRU and will control the balance of the terminal infrastructure through our ownership in CELBA. We expect to incur approximately R$200 million to R$250 million in capital expenditures to construct and initiate operations at the Barcarena Terminal, exclusive of TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS This prospectus and other offering materials include forward-looking statements regarding, among other things, our plans, strategies, prospects and projections, both business and financial. All statements contained in this prospectus other than historical information are forward-looking statements that involve known and unknown risks and relate to future events, our future financial performance or our projected business results. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expects, plans, anticipates, believes, estimates, predicts, projects, targets, potential or continue or the negative of these terms or other comparable terminology. Such forward-looking statements are necessarily estimates based upon current information and involve a number of risks and uncertainties. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by us include: our limited operating history; volatility and cyclical or other changes in the demand for and price of LNG and natural gas; outbreaks, epidemics, pandemics, including the COVID-19 pandemic, or other public health events, and the resulting protocols put into place by federal, state or local governments; the ability to successfully operate our power plant in Sergipe, Brazil; our ability to successfully complete and begin operations at the Barcarena Terminal and the Santa Catarina Terminal, Brazil and associated gas infrastructure and power plants; cost overruns and delays in the completion of the Barcarena Terminal and Santa Catarina Terminal, as well as difficulties in obtaining sufficient financing to pay for such costs and delays; failure of our contract counterparties, including our joint venture co-owners, to comply with their agreements with us; changes in our relationships with our counterparties; loss of one or more of our customers; changes in our relationship with Golar LNG; changes in the performance of our joint ventures or equity method investees, including changes related to potential divestitures, spin-offs or new partnerships; our ability to obtain additional financing on acceptable terms or at all; failure to obtain and maintain approvals and permits from governmental and regulatory agencies; changes to rules and regulations applicable to LNG-to-power infrastructure, FSRUs or other parts of the LNG supply chain; failure of natural gas to be a competitive source of energy in the markets in which we operate and seek to operate; competition from third parties in our business; changes to environmental and similar laws and governmental regulations that are adverse to our operations; inability to enter into favorable agreements and obtain necessary regulatory approvals; the tax treatment of us or of an investment in our common shares; a major health and safety incident relating to our business; increased labor costs, and the unavailability of skilled workers or our failure to attract and retain qualified personnel; changes in global political or economic conditions generally or in the markets we serve; risks related to the jurisdictions in which we do, or seek to do business, particularly Brazil; and volatility in foreign exchange rates, particularly Brazilian reais in relation to the U.S. dollar. TABLE OF CONTENTS the approximately $75 million to $85 million of capital expenditures required to convert one of our vessels to an FSRU. Contracts will be structured for either regasification of LNG or for the storage of LNG with take-or-pay obligations. In July 2020, we entered into a memorandum of understanding with Norsk Hydro to supply LNG to its Alunorte refinery, which will be the first operational customer for the Barcarena Terminal. We are in what we believe to be the final stages of negotiations with Norsk Hydro for approximately 80,000 MMBtu per day of regasification capacity at an average net tariff to Hygo of approximately $1.30/MMBtu and approximately 45,000 MMBtu per day of storage capacity at an average net tariff of approximately $0.50/MMBtu. Assuming FID on the power plant, CELBA will pay an amount of approximately $10 million annually for their required capacity of the power plant. The fixed capacity payments will be adjusted annually to offset changes in the exchange rate between the U.S. dollar and the Brazilian real. We expect to incur capital expenditures of approximately $13 million per year in connection with the operation of the Barcarena Terminal. The Barcarena Terminal will be capable of processing up to 790,000 MMBtu/d and storing up to 170,000 cubic meters of LNG. We expect the Barcarena Terminal to utilize approximately 92,000 MMBtu/d (12% of the terminal s maximum regasification capacity) to service the Barcarena Power Plant upon commencement of operations in 2025. We have the ability to utilize the terminal s excess capacity to service additional customers and are in advanced stages of negotiations with industrial offtakers for approximately 125,000 MMBtu/d of LNG from the terminal. We will utilize the remaining 572,000 MMBtu/d of the terminal s capacity to service other potential customers, including industrial, commercial, transportation and residential end-users. We expect to commence LNG distribution operations from the Barcarena Terminal in the second half of 2021, significantly in advance of the anticipated target start-up date for the Barcarena Power Plant. Power Generation. In October 2019, CELBA 2, our joint venture with CELBA, BEP and OAK, which was incorporated solely to comply with specific requirements of the related power auction in Brazil, was awarded multiple 25-year PPAs to support the construction of the Barcarena Power Plant, a 605 MW combined cycle thermal power plant to be located in the Brazilian city of Barcarena, State of Par . The power plant will utilize LNG sourced and processed at the Barcarena Terminal for the generation of electricity which will be distributed to the national electricity grid. The power project is scheduled to deliver power to nine committed offtakers for 25 years beginning in 2025 in accordance with the PPA contracts awarded by the Brazilian government in October 2019. We anticipate that the Barcarena Power Plant will commence operations in 2025, and we expect total capital expenditures by CELBA of approximately R$2.0 billion in order to complete construction. The PPAs provide for combined revenue from fixed capacity and dispatch charges of R$861 million per year. The fixed capacity charge is annually adjusted for the IPCA, which has historically offset changes in the exchange rate between the U.S. dollar and Brazilian real. The fixed dispatch charge is based on fuel-pass through with a margin. We expect our operations to generate approximately 27% contracted EBITDA margin on gross revenue (calculated as total revenues less direct operating expenditures (including typical G&A and O&M charges relating to such arrangements) assuming zero dispatch and subject to standard adjustments for inflation and taxes to be incurred). Based on the terms of our PPAs, we expect total contracted revenues over the 25-year term, without adjusting for inflation, of R$21.5 billion. Santa Catarina Terminal. We have secured key regulatory and environmental licenses to develop the Santa Catarina Terminal on the southern coast of Brazil, with a regional population of approximately 30 million. We intend to install an FSRU with a processing capacity of 790,000 MMBtu/d and LNG storage capacity of up to 170,000 cubic meters. The Santa Catarina Terminal is being designed to connect to existing onshore pipeline systems via a 31 kilometer, 20 pipeline to an interconnection point in Garuva, which supplies regional power distribution companies. We will be the sole operator of the FSRU at the Santa Catarina Terminal and will wholly own the balance of the terminal infrastructure. We expect to take FID on the Santa Catarina Terminal in the first half of 2021. The terminal is also expected to supply LNG to the Norte Catarinense power plant, a 600 MW regional power plant (the Santa Catarina Power Plant ), for which we have an option to purchase up to 100% of the equity interest. We intend to participate in the next planned power auction related to the potential Santa Catarina Power Plant (which has been delayed due to COVID-19). The construction of the Santa Catarina Power Plant is contingent upon winning this power auction and, should we win that auction, we would expect to commence operation of the Santa Catarina Terminal in 2022. We expect to incur approximately $50 million to $75 million in capital expenditures for terminal construction and pipeline interconnection in Garuva, exclusive of the approximately $75 million to $85 million of capital expenditures required to convert one of our vessels to an TABLE OF CONTENTS When considering forward-looking statements, you should keep in mind the risks set forth under the heading Risk Factors and other cautionary statements included in this prospectus. The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. We undertake no duty to update these forward-looking statements, even though our situation may change in the future. Furthermore, we cannot guarantee future results, events, levels of activity, performance, projections or achievements. TABLE OF CONTENTS FSRU. While the Santa Catarina Terminal currently has no firm capacity contracts, we believe there is significant demand from multiple potential end-users, including power generation, industrial, commercial, transportation and residential customers, including the potential adjacent Santa Catarina Power Plant. Suape Terminal. In March 2020, we signed a Protocol of Intentions with the government of the State of Pernambuco, Brazil to develop an LNG import terminal in the Port of Suape, located in the northeast region of Brazil, which has a population of approximately 57 million (the Suape Terminal ). We intend to install an LNG carrier with storage capacity of a minimum 125,000 cubic meters to act as a floating storage unit ( FSU ). The Suape Terminal will connect to onshore truck loading facilities to facilitate loading of LNG ISO containers for distribution to industrial, commercial and residential offtakers for regions that are underserved or not served by traditional pipeline networks. We have also secured contracts with Companhia Pernambucana de G s Natural ( Coperg s ) to facilitate the distribution of LNG or natural gas to such offtakers. The terminal will also act as a transshipment location to break bulk for downstream distribution. We expect to take FID on the Suape Terminal in the third quarter of 2020. We estimate initial volumes for onshore distribution to be equivalent to approximately 22,000 MMBtu/d with commencement of operations in the first half of 2021. Final development of the project remains subject to regulatory approvals and finalization of commercial agreements. We expect to incur approximately $10 million to $15 million in capital expenditures required to construct and initiate operations at the Suape Terminal. Subject to securing contracts from offtakers requiring regasification services, we may consider replacing the FSU with an FSRU. In addition, a local distribution company is considering constructing a natural gas pipeline to connect the Suape Terminal to the local distribution network. In its initial phase, we estimate regasification volumes related to the pipeline of up to 500,000 cubic meters/d with regasification operations expected to begin in the second half of 2022. Other Projects We are in the evaluation or development stage on more than fifteen other terminals worldwide, including in Brazil, Ivory Coast, Mexico and Vietnam, underserved markets where we believe our hub and spoke LNG infrastructure model will differentiate us relative to alternative solutions. Our terminals range from fully integrated LNG-to-power projects with associated onshore downstream distribution to the provision of an FSRU and additional infrastructure, such as moorings and pipelines, to enable access to LNG under charter or lease agreements. In connection with the development of our terminals and onshore LNG distribution infrastructure, including power generation, our strategy centers on securing local partners with expertise in crucial regulatory, environmental and other local and regional requirements. We focus on markets with growing electricity demand, an existing shortage of electricity generation and a lack of existing LNG infrastructure, as well as local support for less expensive and more environmentally friendly energy sources like natural gas. In addition, gas-fired power plants serve as the natural complement to the intermittent nature of growing sources of renewable power in many regions throughout the world. Contract duration for the projects under development ranges from 5 to 25 years. With respect to the FSRUs we deploy globally, we intend to target opportunities with run-rate economics in line with our FSRUs deployed or in advanced stages of development in Sergipe and Barcarena. S o Marcos, Brazil. We have partnered with Eneva S.A. to form Centrais Termel tricas S o Marcos S.A. ( S o Marcos ), a 50/50 joint venture developing an integrated LNG-to-power terminal in S o Luis, State of Maranh o, Brazil (the S o Marcos Terminal ), and a power plant with 3.2 GW of installed capacity. We have applied for preliminary permits and environmental licenses and we anticipate that the S o Marcos Terminal would supply natural gas to the power plant, which would be developed if awarded a PPA. Ivory Coast, Africa. In 2017, we were awarded a 20-year charter of an FSRU off Abidjan, Ivory Coast. The charter will commence upon FID and is expected to generate average annual bareboat earnings of approximately $30.0 million. Golar LNG currently owns a 6% equity interest in the CI-GNL ( Ivory Coast LNG ) terminal consortium, which is in the process of being transferred to us. Our local partners in this project include major integrated independent and state-owned energy companies. Project Pipeline. The following table sets forth information regarding additional FSRU terminals and other LNG infrastructure projects in our development pipeline. Based on our experience with our existing and anticipated terminals, we anticipate a payback period from our anchor customers of seven to eight years on the capital expenditures required at each terminal. TABLE OF CONTENTS Region Annual Regas Capacity (TBtu) Expected Anchor Customer Size of Power Plant (MW) Expected Anchor Customer Regas Capacity Utilization Estimated Startup Estimated Total Capex Required ($MM) Awaiting FID West Africa 149 Power Plant 150 - 500 10% 2021-2022 250 Feasibility / FEED Study Latin America TBD TBD 2022-2023 TBD Latin America TBD TBD 2022-2023 TBD Latin America 186 Pipeline / Power Plant TBD 2021-2022 310 West Africa 186 Power Plant 1,000 - 2,000 41% 2023+ 325 West Africa 47 Power Plant 150 - 500 33% 2021-2022 165 Southeast Asia 186 Power Plant 3,000+ 41% 2022 310 South Asia 47 Power Plant 150 - 500 33% 2022 185 Early Stage Development Latin America 186 Pipeline / Power Plant TBD 2022 310 Latin America 186 TBD TBD 2023+ 250 Southern Africa 186 Power Plant 1,000 - 2,000 55% 2022 310 Southeast Asia 186 Power Plant 150 - 500 14% 2023+ 125 Southeast Asia 186 Power Plant 150 - 500 14% 2023+ 125 Southeast Asia 186 Power Plant 150 - 500 14% 2023+ 250 Southeast Asia 279 Power Plant 3,000+ 92% 2023+ 300 South Asia 186 Pipeline / Power Plant TBD 2022 250 Europe 186 Industrial / Power Plant TBD 2023 250 In addition, we are currently in discussions to acquire interests in long-term PPAs related to a brownfield opportunity in the State of Bahia, Brazil. Downstream Distribution We expect to capitalize on our strategic locations and LNG processing capacity by establishing a broader network of LNG distribution channels to penetrate additional downstream demand. To that end, we are in the process of establishing eight LNG and natural gas distribution hubs across Brazil from which we expect to pursue downstream customers. These eight hubs consist of our Sergipe, Barcarena, Santa Catarina and Suape Terminals as well as small scale receiving terminals in S o Paulo, Rio de Janeiro, Itaqui and Pecem. In addition, we have entered into a strategic partnership with Petrobras Distribuidora S.A. ( BR Distribuidora ), Brazil s leading fuel distribution company, as discussed in more detail below. In order to facilitate our distribution of LNG through our eight hubs, we have entered into a bareboat charter agreement for one 7,500 cubic meter, small-scale LNG carrier from Avenir LNG Limited. The Avenir vessel is expected to be deployed in Brazil for three years. We anticipate that the vessel will be delivered to us from the shipyard in the first half of 2021. As a result of designed capacity and delivery capabilities associated with our existing FSRUs and carriers earmarked for conversion, we expect to incur limited additional capital expenditures in establishing our regional distribution hubs. To enable natural gas access to downstream customers, we are utilizing existing technology from equipment suppliers as well as developing bespoke in-house technological solutions. By utilizing our network of terminals and related infrastructure and by leveraging third parties, we expect to be able to displace current high cost fuel sources with LNG at a materially lower distributed cost, allowing us to capture a significant portion of the price differential. Partnership with BR Distribuidora During the first quarter of 2020, we entered into a strategic partnership with BR Distribuidora, Brazil s leading fuel distribution company, to serve as its exclusive provider of LNG for use in Brazil s transportation and industrial sectors. Using BR Distribuidora s 94 distribution centers and 7,600+ fuel stations across Brazil, we expect to leverage our existing infrastructure and LNG supply chain expertise to increase the accessibility of TABLE OF CONTENTS LNG to downstream end-users using a combination of marine and onshore solutions. According to the Brazilian National Agency of Petroleum, Natural Gas and Biofuels ( ANP ), diesel consumption in Brazil stood at 56 million cubic meters (equivalent to approximately 37 million tonnes of LNG) in 2018 with total consumption of diesel, gasoline, LPG, jet fuel, fuel oil and ethanol amounting to 136 million cubic meters (equivalent to approximately 80 million tonnes of LNG). BR Distribuidora reported a total sales volume of 42 million cubic meters in 2018 making it the largest distributor of fuels in the Brazilian market. In connection with this partnership, we have executed letters of intent with three potential downstream customers with total demand of approximately 4,200 MMBtu/d. Once our downstream logistics systems commence operations we expect to enter into supply contracts in order to secure LNG volumes sufficient to meet our contractual delivery obligations. BR Distribuidora, as a major transportation end-user itself, also intends to replace its hired fleet of approximately 5,000 diesel trucks with LNG-powered vehicles at a stated goal of 20% annually, for which we will serve as the exclusive LNG supplier. Other Downstream Customers in Brazil In addition, we are in active discussions with more than 30 individual downstream customers with an aggregated demand of approximately 265,000 MMBtu/d, and we have identified upwards of 200 additional offtakers with an aggregated demand of approximately 585,000 MMBtu/d that would complement our existing distribution network. The map below illustrates the location of our combined downstream distribution hubs in Brazil. Other Downstream Opportunities Globally Beyond Brazil, we have identified key markets and countries of focus where distribution of LNG can be facilitated from the use of terminal infrastructure we are currently developing through our project pipeline. A bespoke study of thirteen focus countries performed by Rystad Energy on the potential for diesel-to-LNG conversion of trucks indicates Mexico, South Africa, Thailand and Colombia, among others, as markets where our approach currently being implemented in Brazil could be replicated. These markets have large fleets of Heavy Commercial Vehicles ( HCV ) and high diesel prices that, when combined, form a strong value proposition for LNG as an alternative fuel. Based on total diesel demand from commercial vehicles and buses in the thirteen focus countries, Rystad Energy estimates diesel consumption in such countries of more than 2.6 million barrels per day with prices ranging from $15 per MMBtu to more than $30 per MMBtu as of February 2020. TABLE OF CONTENTS Gas Marketing and Trading We believe additional opportunities exist to generate incremental earnings from our downstream distribution network through natural gas origination and trading activities. Our strategically located LNG infrastructure creates opportunities to match customer demand with our gas supply capabilities and capture a margin on volumes delivered. We believe our business relationships with participants in various phases of the natural gas and LNG distribution chain, as well as our own industry expertise, provide us with extensive market insight and an understanding of the global physical natural gas and LNG markets that enables us to provide value chain solutions for our customers. Our activities are designed to limit downside exposure while generating upside potential associated with opportunities inherent in volatile market conditions, including opportunities benefitting from fluctuating differentials and market structure. The trades are structured to maintain a position that is substantially balanced with back-to-back offtake and supply commitments and all associated costs are passed through to the customer. The opportunities to earn additional margins vary over time with changing market conditions and accordingly, our results from these activities will fluctuate from period to period. LNG Technology and Other Initiatives A key feature of our downstream distribution business model is rapid deployment of assets to provide greater access to LNG. As part of this business model, we are presently developing proprietary technology that will offer faster and more flexible distribution of LNG. The technologies currently under development are innovations related to the transfer of LNG directly from small-scale LNG carriers to ISO containers, flexible storage and fueling solutions and micro-liquefaction units for smaller sources of natural gas. As part of our efforts to reduce emissions, we have entered into an agreement with Galileo Technologies ( Galileo ), whereby Galileo will deliver two LNG production clusters for the production of biomethane liquefied natural gas ( Bio-LNG ). This technology captures methane produced from the decomposition of organic waste, including from landfills and the residual fibers from crushing sugar cane for sugar production. The clusters will be installed in the State of Bahia and the State of S o Paulo, and can produce up to 45 tons of Bio-LNG per day, in aggregate. We expect to commence operations using Galileo s technology by the end of 2020. Our goal is to have 20% of our natural gas portfolio come from biomethane production. In addition, we are currently investigating the potential use of hydrogen as a fuel source on a stand-alone basis for new projects and as a supplemental source of fuel to our existing and planned power plants. The gas turbines installed at the Sergipe Power Plant can use hydrogen as a fuel source after certain upgrades. We are also considering adding hydrogen production facilities to our existing sites to leverage locally available renewable energy sources to produce energy with a reduced carbon footprint. Natural Gas Market and Market Access Natural gas is in abundant supply globally and is the fastest growing fossil fuel in terms of demand, representing 24% of global energy demand and 23% of electricity generation in 2019. Innovation in natural gas extraction has resulted in a dramatic decrease in natural gas prices with Henry Hub prices declining from over $13.00 per MMBtu at the end of 2005 to $2.22 at the end of 2019 with an expectation that such prices will stabilize at these lower levels going forward. Currently, however, much of the world s natural gas reserves are not directly connected by pipeline to electricity producers and other end-users. An efficient alternative way to facilitate the transportation of natural gas to end-users is by converting natural gas to LNG, a process which involves treating natural gas to remove impurities and then chilling it to approximately negative 162 degrees Celsius, a process generally referred to as liquefaction. In LNG form, natural gas is typically transported in bulk by containers or tankers hauled by rail or truck or by marine vessels, such as LNG carriers. Once delivered to its end destination, LNG can be reconverted to natural gas through a process referred to as regasification. Approximately 850 million people still do not have access to electricity, according to the International Energy Agency 2019 World Energy Outlook. Globally, many developing countries lack access to affordable fuel in order to generate electricity and large parts South America, Africa and Asia consume less than 3,000 MWh of electricity per capita because of high costs and lack of infrastructure. According to Bloomberg New Energy Finance ( Bloomberg NEF ), 63 out of 107 reported non-OECD countries have a cost of commercial electricity in excess of $100 per MWh. We believe we are well-positioned to bring low-cost and clean LNG to these countries to fuel further development. TABLE OF CONTENTS Economic development, increasing populations and rising standards of living will increase demand for homes, businesses and transportation, and the associated necessary energy use. According to Exxon Mobil s 2019 Outlook on Energy, global electricity demand is expected to rise 60% by 2040. To satisfy these power needs with gas-fired power would require approximately 310 TBtu of LNG per day (based upon an estimated conversion of 2,500 gallons per day of LNG for every MW of power capacity). We believe that many countries around the world keenly focused on both cost and environmental concerns will increasingly look to natural gas to displace more environmentally damaging fuels such as heavy fuel oil ( HFO ), automotive diesel oil ( ADO ) and coal, particularly because natural gas can be significantly less expensive than these higher polluting fuels. In Brazil, electricity generation has been historically dominated by hydroelectric power, which as of April 2020 accounted for 64% of 171.8 GW of total installed capacity compared to 25% for thermoelectric facilities, 11% for renewables and 1% for nuclear. In 2010, hydroelectricity accounted for approximately 80% of Brazil s electricity generation; however, environmental regulatory hurdles in Brazil have restricted further expansion of hydroelectric capacity. In addition, hydroelectric facilities in Brazil are subject to substantial reductions in output during periods of drought, resulting in nation-wide energy rationing in 2001 and regional disruptions in 2014. As a result of the limitations of hydroelectric capacity, Brazil s expanding power needs will be satisfied by alternative sources of energy including thermal, wind and solar power generation. The ten-year energy plan of the Brazilian Energy Research Company (Empresa de Pesquisa Energ tica, or EPE ) calls for 60 GW of installed capacity to be added through 2029, of which 20 GW will be thermal, 5 GW hydro, 1 GW nuclear and 33 GW other renewables. Increased thermal power generation capacity, particularly cleaner natural gas generation, will be critical for Brazil to address the intermittent nature of hydroelectric, wind and solar power. There are also compelling reasons for existing non-gas Brazilian plants burning HFO or ADO as fuel to switch to natural gas, including the substantial benefits of using an environmentally cleaner fuel source compared to HFO or ADO, coupled with the cost benefits of LNG ($2.80 per MMBtu versus $11.20 for HFO as of March 2020). Moreover, Brazil has implemented PROCONVE P-8 emission standards to regulate gas and particulate emissions from on-road heavy-duty vehicles increasing the value proposition for LNG-fueled vehicles and driving greater demand for LNG. TABLE OF CONTENTS Brazil has only approximately 12,000 km of gas pipelines compared to 30,000 km of gas pipelines in Argentina despite having a landmass three times larger and population more than four times larger than that of Argentina. Most of Brazil s existing gas infrastructure is located in the south and southeast regions while distribution across the rest of the country is limited. This lack of sufficient infrastructure restricts availability of gas in major demand centers. In addition, local distribution companies have monopolies over gas distribution in their districts which are regulated at the state level. As a result, small scale customers depend primarily on diesel, LPG and HFO for energy. Domestic production accounts for approximately 70% of Brazil s natural gas supply, with the remainder coming from imported gas via pipelines and LNG. The only major gas import pipeline originates in Bolivia and sources supply from Bolivia s state-owned oil company ( YPFB ). The long-term supply contract underpinning this pipeline is constrained by available supply from Bolivia. The pipeline has no contracted volumes beyond 2022 with shortfalls expected to be made up partly by LNG imports. Development of sufficient LNG infrastructure will offer an effective way to address supply and distribution constraints and expand natural gas use in the power, industrial, and transportation sectors in Brazil and elsewhere around the world. We plan to capitalize on this growing supply-demand gap and create new markets for natural gas by developing downstream distribution networks, particularly in areas with significant demand. We design our downstream distribution networks to center around FSRU terminal hubs , and we target areas that have historically been underserved by regional pipelines, increasing access to natural gas and LNG via transportation by truck and barge. LNG Supply We intend to secure additional long-term supply agreements for LNG for future projects as they near commercial operations. In the absence of such agreements, we will purchase LNG on the spot market, where current pricing is highly favorable. Recent LNG prices have been historically low, which, coupled with ample global supply, affords us flexibility of supply and helps make LNG an even more compelling energy source. Competitive Strengths We believe we are well-positioned to execute our business strategies and deliver on our long-term growth objectives based on our competitive strengths: A pioneer in providing integrated LNG solutions across the value chain. Our focus on the attractive downstream segments of the LNG value chain is complemented by our Sponsors proven expertise in the upstream and midstream LNG segments as well as their core maritime capabilities. As a result of our participation in each link in the energy value chain, we are able to provide highly customized energy solutions to a variety of downstream end-users and maximize value for our shareholders. We believe our fully integrated and broad service offering provides more attractive long-term returns than competitors focusing on a single component of the downstream LNG and power generation value chain. First-mover advantage creates barriers to entry in key geographies. We believe our experience in navigating the Brazilian regulatory environment, negotiating contracts with key customers and working with local developers will allow us to complete projects faster, more efficiently and cost-effectively than new entrants or other competitors. Our foundational investment to develop critical LNG infrastructure and the largest thermal power station in South America, at Sergipe, has established Hygo as a key provider of energy and power in Brazil. Moreover, we have demonstrated that we can successfully replicate our business strategy in new geographies by securing new 25-year PPAs to support the construction of a 605 MW combined cycle thermal power plant in Barcarena in north Brazil. We have also secured the applicable licenses required for the current stage of the projects in Santa Catarina and Suape, in addition to Sergipe and Barcarena, providing access to key regions of the Brazilian market and creating a competitive advantage in our catchment areas given the long-lead time required to obtain these licenses. Partnerships with key stakeholders across the LNG value chain will strengthen our local presence and enhance our customer value proposition. We have secured critical partnerships with key stakeholders across the LNG value chain. For example, we have entered into a 15-year exclusive strategic partnership with BR Distribuidora, which remains subject to Brazilian regulatory approval, to expand our distribution TABLE OF CONTENTS network, increase the accessibility of LNG to major demand centers in Brazil and expand our market share. While BR Distribuidora is not obligated to convert its fleet to LNG-powered vehicles, we expect it will replace its hired fleet of diesel trucks at its stated goal of 20% annually, for which we will serve as the exclusive LNG supplier. We have also established discrete, project-specific partnerships with experienced developers in our power generation projects, such as Ebrasil, one of the largest independent private thermoelectric energy generators in the north and northeast regions of Brazil. Together with our partners, we intend to develop natural gas-fired power plants and offer less expensive and cleaner energy to Brazil s power grid, including the Sergipe Power Plant. The strength of these partnerships is further enhanced by our Sponsor, Golar LNG, a leading independent maritime LNG asset owner and operator by fleet count, with 27 vessels totaling an aggregate 2,108,687 Dwt and 4,005,000 cubic meters, providing us deep maritime expertise and enhancing our integrated service offering. Providing an economically and environmentally attractive product creates a compelling value proposition to customers. Natural gas provides a compelling value proposition as it is a less expensive, more efficient and more environmentally friendly energy source than traditional fossil fuels and provides our customers the ability to promote environmental stewardship, energy security and affordability. In addition to being a more fuel-efficient source of energy, natural gas produces lower emissions than competing fuels. Gas-fired power is complementary to renewable energy, allowing power grids to diversify their sources of energy to renewables while maintaining their flexibility and baseload reliability. Stakeholders are increasingly focused on clean energy through the construction of new natural gas-fired power plants and the decommissioning or conversion of older plants. Our integrated downstream LNG infrastructure model positions us as the natural service provider to meet this need. As a downstream enabler, our complete LNG and associated infrastructure offering increases the availability of a cheaper, more environmentally sustainable energy alternative. Our goal is to convert a significant portion of the 40 million barrels per day of traditional distillate fuels consumed globally in 2019 to LNG and natural gas. Well-positioned in Brazil, a market we believe is poised for substantial near- and long-term growth in natural gas consumption. We believe Hygo is well-positioned to capitalize on growth in Brazil s energy demand which is driven by attractive, underserved and diverse end-markets. Demand for electricity in Brazil is forecasted to grow 30% over the next decade. BP s 2019 Energy Outlook forecasts Brazil s natural gas consumption to increase 114% (3.4% per annum) from 2017 to 2040 compared to an increase of only 0.4% per annum for coal and 1.4% per annum for oil. We believe our existing and planned LNG infrastructure positions us well to capitalize on a significant oil-to-gas switching opportunity as diesel, HFO and LPG are phased out in favor of cleaner natural gas. Additionally, we believe there is a large addressable market to convert over-the-road transportation assets, such as trucks and buses, to LNG, an opportunity for which we are uniquely positioned. We have established a strategic partnership with BR Distribuidora which we believe enhances our commercial reach, expands our gas distribution channels and will help accelerate the conversion from traditional fossil fuels to LNG. Benefits from low LNG prices globally. The substantial global increase in LNG supply over the past ten years has structurally reduced prices and positioned LNG as a more commonly traded and readily available commodity. Global demand for LNG continues to grow both because the delivered cost is anticipated to remain competitive relative to other fuel sources and because greater emphasis is being placed on using cleaner sources of energy. As an integrated downstream gas infrastructure provider, we believe we can unlock a vast and underserved market by introducing LNG as a transformative fuel source. Provide environmental and social stewardship through responsible energy generation. Natural gas, as a fuel source, produces lower carbon emissions than other fossil fuels and reduces the marginal impact on the climate. Furthermore, gas-fired power generation emits significantly lower toxins and particulate matter relative to other fossil fuels. Historically, natural gas has exhibited more stable pricing with higher energy efficiency making it more sustainable for energy production than other hydrocarbons. LNG is also safer to transport than most fossil fuels. By providing LNG infrastructure and distribution capabilities in remote and otherwise energy-isolated geographies, our platform benefits local communities and can provide a significant boost to economic development. Construction of large power plants and LNG distribution infrastructure results in additional job creation, further supporting regional development. We are proactive in educating communities and businesses in the regions in which we TABLE OF CONTENTS operate regarding the economic and environmental benefits, as compared to other fossil fuels, of the long-term adoption of LNG and natural gas as cleaner and more efficient fuels. Experienced management team supported by strong board-level sponsorship. Hygo s management team has more than 40 years of cumulative experience in the maritime LNG, power generation and infrastructure industries. We are highly focused on efficient management and operations of our assets, planning for future expansion projects and reducing costs to create value for our shareholders. Management is guided by strong and well-established corporate governance standards and has a clear strategy for providing customized and innovative solutions. Additionally, we have demonstrated an ability to leverage the industry expertise and global reach of Stonepeak and Golar LNG to advance our business. Our partnership with Stonepeak will give us access to their long-standing relationships in the energy, power generation, logistics and maritime industries. Golar LNG s customer relationships and its technical, commercial and managerial expertise allow us to provide a more competitive, bespoke and compelling service offering to our customers. Business Strategies Our primary objective is to deliver long-term stakeholder value as an LNG-infrastructure owner and operator by providing downstream distribution and logistics for LNG and an attractive combination of competitive pricing and lower carbon emissions. We intend to achieve this objective by implementing the following strategies: Provide our customers with integrated LNG logistics and procurement solutions to unlock the economic and environmental benefits, as compared to other fossil fuels, of natural gas. We will combine our marine LNG regasification terminal infrastructure and gas procurement capabilities to offer economically compelling energy generation and promote acceleration of the global transition to cleaner fuel. In addition to securing long-term gas offtake contracts, we will build or acquire natural gas-fired power generation assets, backed by long-term PPAs, to facilitate the sale and distribution of natural gas from our terminals. Continue to develop and deploy marine LNG infrastructure across Brazil. We intend to deploy additional marine LNG import terminals across Brazil in the form of FSRUs as well as the necessary onshore infrastructure to facilitate gas offtake. We believe that our LNG terminal solutions are substantially more competitive than traditional onshore regasification terminals. We seek to lock in long-term gas offtake contracts, charters and terminal use agreements with large scale industrial, commercial, transportation and utility customers to anchor our initial LNG infrastructure investment decision. We plan to convert our remaining LNG carriers into FSRUs and develop additional newbuild FSRUs to expand our footprint and market presence across Brazil. Create additional LNG and natural gas distribution channels to facilitate the consumption of natural gas by a broad spectrum of end-users. Through our downstream distribution business we have identified a broad spectrum of industrial, commercial and retail opportunities in major demand centers across Brazil. We will leverage our existing infrastructure and LNG supply chain expertise to increase the accessibility of LNG and natural gas to downstream end-users. We expect to create a multi-channel distribution network across Brazil by utilizing a combination of marine and onshore infrastructure and distribution solutions, including logistics services provided by third-parties. Pursue new markets globally and offer compelling value to customers exposed to high energy costs. We intend to selectively pursue global expansion opportunities across Latin America, Eastern Europe, Asia, Africa and the Middle East. We will help create new import markets for LNG by providing infrastructure, distribution and power generation solutions for inland and off-grid energy consumption by large industrial, commercial and transportation customers as well as utilities. We intend to displace existing hydrocarbon-based fuels such as coal, LPG, diesel and HFO by marketing the benefits of LNG as a cheaper, more efficient and cleaner fuel source for global energy consumption. Furthermore, we will use our international footprint and leverage the expertise of our two Sponsors to facilitate our expansion efforts across the globe. We will maintain a flexible approach to business opportunities and continue to form partnerships with local industry participants including utilities, transportation companies and energy distributors to establish an integrated presence in new markets. TABLE OF CONTENTS Our History and Relationship with Our Sponsors We were formed in May 2016 by Golar LNG. In June 2016, Stonepeak acquired a 50% common equity interest in us from Golar LNG and 20,000,000 preference shares from us. We will use the net proceeds from this offering to fund capital expenditures for the growth of our business as well as to redeem all of the preference shares held by Stonepeak. Following the completion of this offering, our Sponsors will retain a significant interest in us through their ownership of 100,000,000 common shares, representing approximately 81.2% of the voting power (or approximately 79.0% if the underwriters' option to purchase additional common shares is exercised in full). Golar LNG is a publicly traded, midstream LNG company engaged primarily in the transportation and regasification of LNG and the liquefaction of natural gas. It is engaged in the acquisition, ownership, operation and chartering of LNG carriers, FSRUs and FLNGs and the development of LNG projects through its subsidiaries, affiliates, joint ventures and equity method investees. Stonepeak invests in long-lived, hard asset infrastructure businesses with leading market positions and high barriers to entry, which provide essential services to customers primarily in the following sectors: energy, power and renewables, transportation, utilities, water and communications. Founded in 2011 and headquartered in New York, Stonepeak manages $25.2 billion of capital for its investors (as of June 30, 2020). Stonepeak s assets under management calculation as provided herein is determined by taking into account unfunded capital commitments of its funds, including any feeder funds and co-invest vehicles managed by Stonepeak as of June 30, 2020. Prior to consummation of this offering, the entity that holds Stonepeak's investment in Hygo (Stonepeak Infrastructure Fund II Cayman (G) Ltd.) will merge with and into Hygo, with Hygo surviving the merger (the Recapitalization ). Following consummation of this offering, Stonepeak s investment in Hygo will be held through Stonepeak Golar Power Holdings (Cayman) LP. In connection with the Recapitalization, the preference shares of Hygo held by Stonepeak will be redeemed in exchange for the right to receive an amount of cash equal to the redemption price of such preference shares, with such cash to be paid with a portion of the proceeds of this offering. For additional information regarding the preference shares and the terms thereof, please see Description of Share Capital Stonepeak Preference Shares. Simplified Organizational and Ownership Structure After this Offering The following diagram depicts our simplified organizational and ownership structure after giving effect to the offering, assuming no exercise of the underwriters option to purchase additional common shares. For more information regarding our subsidiaries and joint ventures, please see Business Our History and Development. (1) BR Distribuidora has an option to acquire 50% of this entity, which expires six months after certain conditions precedent have been met. See Business BR Distribuidora Partnership. (2) Prior to consummation of this offering, the entity that holds Stonepeak s investment in Hygo (Stonepeak Infrastructure Fund II Cayman (G) Ltd.) will merge with and into Hygo, with Hygo surviving the merger. Following consummation of this offering, Stonepeak s investment in Hygo will be held through Stonepeak Golar Power Holdings (Cayman) LP. See Business Our History and Relationship with Our Sponsors and Security Ownership of Certain Beneficial Owners and Management. TABLE OF CONTENTS Our Emerging Growth Company Status We are an emerging growth company as defined in the Jumpstart Our Business Startups Act ( JOBS Act ). For as long as we are an emerging growth company, unlike other public companies, we will not be required to: provide an auditor s attestation report on the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ); comply with any new requirements adopted by the Public Company Accounting Oversight Board (the PCAOB ) requiring mandatory audit firm rotation or a supplement to the auditor s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; comply with any new audit rules adopted by the PCAOB, unless the SEC determines otherwise; provide certain disclosure regarding executive compensation required of larger public companies; or obtain shareholder approval of any golden parachute payments not previously approved. We will cease to be an emerging growth company upon the earliest of: when we have $1.07 billion or more in annual revenues; the date on which we become a large-accelerated filer (i.e., the end of the fiscal year in which the total market value of our common equity securities held by non-affiliates is $700.0 million or more as of the preceding June 30); when we issue more than $1.0 billion of non-convertible debt over a three-year period; or the last day of the fiscal year following the fifth anniversary of our initial public offering. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the Securities Act ) for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our consolidated financial statements may not be comparable to companies that comply with public company effective dates. Our Foreign Private Issuer and Controlled Company Status We qualify as a foreign private issuer as defined under SEC rules. Even after we no longer qualify as an emerging growth company, as long as we continue to qualify as a foreign private issuer under SEC rules, we are exempt from certain SEC rules that are applicable to U.S. domestic public companies, including: the rules requiring domestic filers to issue financial statements prepared under U.S. GAAP; the sections of the Securities Exchange Act of 1934, as amended (the Exchange Act ) regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial statements and other specified information, and current reports on Form 8-K upon the occurrence of specified significant events; and the selective disclosure rules by issuers of material nonpublic information under Regulation FD. Notwithstanding these exemptions, we will file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm. TABLE OF CONTENTS We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents, (ii) more than 50% of our assets are located in the United States or (iii) our business is administered principally in the United States. Both foreign private issuers and emerging growth companies also are exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company, but remain a foreign private issuer, we continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer. In addition, because we qualify as a foreign private issuer under SEC rules, we are permitted to follow the corporate governance practices of Bermuda (the jurisdiction in which we are organized) in lieu of certain Nasdaq Global Select Market ( NASDAQ ) corporate governance requirements that would otherwise be applicable to us. For example, under Bermuda law, we are not required to have a board of directors comprised of a majority of directors meeting the independence standards described in the NASDAQ rules. In the event we no longer qualify as a foreign private issuer, we intend to rely on the controlled company exemption under NASDAQ rules. Because our Sponsors will initially hold approximately 81.2% of the voting power of our shares following the completion of this offering (or approximately 79.0% if the underwriters option to purchase additional common shares is exercised in full), we expect to be a controlled company as of the completion of the offering under the SEC and NASDAQ rules. A controlled company does not need its board of directors to have a majority of independent directors or to form independent compensation or nominating and corporate governance committees. As a controlled company, we will remain subject to rules of the SEC and NASDAQ that require us to have an audit committee composed entirely of independent directors. If at any time we cease to be a foreign private issuer or a controlled company, we will take all action necessary to comply with the SEC and NASDAQ rules, including by appointing a majority of independent directors to our board of directors, subject to a permitted phase-in period.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001807594_malacca_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001807594_malacca_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7b51e0431762ae04678680721262c9f869e8aa81
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001807594_malacca_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: amended and restated memorandum and articles of association are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering; BTIG are to BTIG, LLC; company, our company, we, or us are to Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company; Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; and equity-linked securities are to any securities of our company which are convertible into or exchangeable or exercisable for, ordinary shares of our company; founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and, unless the context otherwise requires, our Class A ordinary shares issued upon the conversion thereof as provided herein; initial shareholders are to the holders of our founder shares prior to this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; public warrants are to the redeemable warrants sold as part of the units in this offering (whether they are subscribed for in this offering or in the open market); private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to our Class A ordinary shares offered as part of the units in this offering (whether they are subscribed for in this offering or thereafter in the open market); public shareholders are to the holders of our public shares; sponsor are to Malacca Straits Management Company Limited, a BVI business company with limited liability; and warrants are to our redeemable warrants, which include the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees. All references in this prospectus to our shares being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. All references in this prospectus to our share dividends shall take effect as share capitalizations as a matter of Cayman Islands law. In June 2020, we declared a share dividend satisfied by way of issuance of 0.25 of a share for each Class B ordinary share in issue, resulting in our sponsor holding an aggregate of 3,593,750 founder shares (up to 468,750 shares of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised). No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Registered trademarks referred to in this prospectus are the property of their respective owners. 1 General We are a blank check company incorporated on July 17, 2019 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have generated no revenues to date and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue a business combination target in any business or industry and across any geography, we intend to focus our search on businesses which are currently part of Southeast Asian business conglomerates in the media, food processing, renewable energy and healthcare industries, which we believe can be positioned for success in Southeast Asian markets, as well as other Asian markets and beyond. We believe that, with a population of 649 million and a nominal GDP of approximately $3 trillion in 2018, as reported in the ASEAN Statistical Yearbook 2019 compiled by the ASEAN Secretariat, ASEAN, made up of Brunei Darussalam, Myanmar, Cambodia, Indonesia, Laos, Malaysia, Philippines, Singapore, Thailand and Vietnam, is fast becoming a major economic force in Asia and a driver of global growth. We intend to focus on companies that have the potential for success in this region as we believe that such companies will benefit from a young and growing population, robust economic growth and expansionary volume of trade in goods . According to the ASEAN Statistical Yearbook 2019, ASEAN remains one of the fastest growing regions in the world with economic growth continuing to average 5.4%, and is predicted to become the fourth-largest economy in the world by 2030 after the United States, China, and the European Union.We believe that we are uniquely positioned to tap into what we believe is a de-conglomeration phase that business groups in Southeast Asia are currently undergoing, by leveraging our sponsor s, affiliates and management team s long investment track record and deep network of relationships in Southeast Asia. Argyle Street Management Limited ( ASM ), an SEC-registered investment adviser and indirect member of our sponsor, was founded in Hong Kong, China in 2002 as a pan-Asia special situations investor. ASM manages approximately $1.4 billion and has over 50 employees in offices in Hong Kong, Thailand, Indonesia, the Philippines, Singapore and the United States. ASM has long-standing strategic relationships in Southeast Asia, including with family-owned business conglomerates, sovereign wealth funds and other Asian corporate groups. Such business relationships form the backbone of ASM s long investment track record and deal-sourcing capability. ASM won the Eurekahedge Best Asia ex-Japan Hedge Fund Award in 2011, AsiaHedge Fund of the Year in 2010 and Eurekahedge Best Asian Distressed Debt Fund Award in 2007. We believe ASM s extensive investment experience, broad and deep relationships with Asian business groups, strong reputation, and support of its stakeholders helps to give us a deep understanding of applicable regulations and policies, demographics and the political landscape in our target sectors and regions. We also expect to be close investment partners with TIH Limited ( TIH ), a Singapore-listed closed-end fund formed in 1994, with strong historical ties to Singapore government-linked companies and focused on investment opportunities in Southeast Asia. Throughout its operating history and investment experience, TIH has invested in a broad variety of sectors including Consumer & Industrial Products, Healthcare, Technology, Media & Telecommunications, Food, Manufacturing and Chemicals, with a strong focus in Asia. TIH has extensive experience in cross-border private equity investments and divestments including but not limited to restructuring, mergers & acquisitions and joint venture opportunities. TIH s largest shareholder is Lippo Group, one of Asia s largest and most diversified conglomerates, who are also among the largest property developers and the largest healthcare groups in Indonesia. TIH Investment Management is an investment adviser to two ASM funds, and the TIH and ASM investment teams have worked closely on deals together. We intend to draw upon ASM and TIH s respective platforms, infrastructure, personnel, network and relationships to provide access to deal prospects, along with any necessary resources to aid in the identification, diligence, and operational support of a target for the initial business combination. We believe that we will benefit from ASM and TIH s investment experience across the sectors on which we intend to focus. Both maintain extensive networks of relationships, and we currently anticipate that ASM and TIH may, from time to time, assist us in the identification of assets or companies that may be appropriate acquisition targets and in unlocking their long-term value. In this respect, neither ASM nor TIH are obligated to identify any such target assets or companies or to perform due diligence on any acquisition targets. Any such activities are the responsibility of our management team. 2 Kin Chan, our advisor, is the founder and Chief Investment Officer of ASM as well as the Chairman of TIH. He is also the Non-Independent, Non-Executive Director of OUE Limited, listed on the Singapore Exchange, and CITIC Resources Holdings Limited, a Hong-Kong listed natural resources company. Mr. Chan was Chief Executive and Managing Director of Lazard Asia Limited in the early 2000 s and managed the firm s advisory business outside of Japan. Prior to joining Lazard, Mr. Chan was an Executive Director at Goldman, Sachs & Co, where he worked in Hong Kong, New York, and Singapore. We will seek to capitalize on the strength of our management team and advisor. Our management team and advisor consist of professionals and senior operating executives of various companies with decades of experience and industry exposure in media, food processing, energy and healthcare. Based on our management team and advisor s extensive experience and industry exposure, we believe we will be able to identify, evaluate the risk and reward of and execute on attractive acquisition opportunities. Our management team and advisor are supported by ASM and TIH s teams of investment professionals who each have meaningful investing experience and possess extensive experience in corporate finance, mergers and acquisitions, equity and debt capital markets, strategic consulting, and operations. Kenneth Ng, our Chief Executive Officer and President, will also serve on our board of directors following the completion of this offering. He has over 20 years of experience in hedge funds, private equity, equity derivatives, and buy-side investment banking. He is the founder and current Managing Partner of Ark Pacific Capital Management Limited, ( Ark Pacific ) an asset management company licensed with the Securities and Futures Commission in Hong Kong, with overall leadership responsibility in managing investments in growth, special situations private equity and real estate investments across Asia. Since 2018 he has also served as the executive director of Sprint Power Technology Limited, a consulting and engineering services company with a focus on low-carbon automotive technology, where he is responsible for financial management, investor relations and global strategic partnerships. Previously, Mr. Ng served as an executive director and a founding team member at Elliott Advisors (HK) Limited, the Asian arm of the global multi-strategy hedge fund Elliott Associates, where he oversaw investments in public equities, public debt, private credit and private equity in Asia. Prior to that, Mr. Ng worked as an associate director in the equity derivatives department at UBS AG and an associate at TPG Capital Asia, a private equity firm. Mr. Ng started his career in New York with Merrill Lynch & Co., where he worked on corporate finance transactions and mergers and acquisitions in the technology sector. Stanley Wang, our Chief Financial Officer, will also serve on our board of directors following the completion of this offering. He is the founder and managing director for K2 Venture Capital Company Limited, a venture capital investment company focused on investments in financial technologies and artificial intelligence opportunities in Southeast Asia. Mr. Wang is also a consultant and management investment committee member of TIH, where he provides consultation and approves investments. Prior to that, Mr. Wang held senior management positions in a few conglomerates, serving as a managing director at Emerging Asia Capital Partners, a Thailand-based project financing advisory firm, senior financial advisor to Ital-Thai Development PCL, a civil infrastructure and construction group, and managing director at PK Development Pty Ltd., a property development company in South Africa. Previously, Mr. Wang was an executive director at Goldman Sachs (Asia) Limited, Hong Kong and Singapore, a senior associate at Morgan Stanley (Asia) Limited, Hong Kong, and an associate at Morgan Stanley Real Estate International, New York , where he was involved in both real estate investment banking and project finance. Christian Jason Chan will serve on our board of directors following the completion of this offering. Mr. Chan is a private investor managing a family investment fund since 2003, and a professional advisor to family offices and value-oriented investment funds. Mr. Chan has also served as an independent director and chair of the audit committee of LookSmart, Ltd. (Nasdaq: LOOK), a digital advertising solutions company. Prior to this, Mr. Chan was a trader and research analyst at LIM Advisors, an investment advisory group in Asia, as well as the vice president of business development at Pioneer Global Group Limited (HK: 224), a Hong Kong real estate development company and investor. Mr. Chan started his career as an analyst, later an associate, at Goldman Sachs , specialising in distressed assets. Ping He, one of our directors since inception, brings over a decade of professional experience in international finance and venture capital. Mr. He is currently the head of finance for Osix Corporation, a growth capital financing company based in Silicon Valley. Concurrently, he is an active startup investor and advisor in several international companies spanning e-commerce, gaming, fintech, consumers and logistics, as well as a director of Labforinvention Corp., a novel materials research and development company, and Alkymia SAS, an internet technology company. 3 Previously, Mr. He was a director at Quintus Partners LLC, a cross-border merchant bank responsible for sourcing, due diligence and execution of M&A and growth capital mandates. Prior to that, Mr. He worked as a manager at Refinitiv, a global provider of financial market data and infrastructure, responsible for identifying and developing technology-enabled business opportunities, as an investment associate at ASM, as an investment banking analyst at Barclays and as an analyst at NERA Economic Consulting. Mr. He is also a CFA charterholder. Dwi Prasetyo Suseno will serve on our board of directors following the completion of this offering. Mr. Suseno is currently an executive director and deputy group chief executive officer of Golden Energy and Resources Ltd (SGX: AUE), a leading energy and resources company in the Asia-Pacific region. He has over 25 years of experience in mining, commodities and oil and gas related industries with exposure to operations, general management, trading, finance, business development, mergers and acquisitions, corporate legal matters and international taxation. Mr. Suseno has over the course of his career worked as a board commissioner at PT Indo Straits Tbk (IDX: PTIS), a marine and mining company listed on Indonesia Stock Exchange, the group chief financial officer and executive director at Straits Asia Resources Limited (SI: STRL), a regional mining company, a non-executive director at Twin Ocean Property, a property development company in Australia, a regional tax manager at Baker Hughes Inc. (NYSE: BKR), a Fortune 500 oil services company, and a corporate tax manager at Arthur Andersen and Ernst & Young LLP Australia. Mr. Suseno is a Fellow Certified Public Accountant of CPA Australia. He is also a Chartered Accountant and member of the Institute of Singapore Chartered Accountants. The past performance of our management team, advisor, ASM and TIH is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. Neither our management team, advisor nor ASM, TIH or their respective officers, directors, employees or affiliates, have had management experience with special purpose acquisition corporations in the past. You should not rely on their respective historical records or performance as indicative of our future performance. Business Strategy Our business strategy is to identify and complete our initial business combination with a company which is currently part of a Southeast Asian business conglomerate in the media, food processing, renewable energy and healthcare industries, though we will also look for opportunities outside these sectors, which we believe can be positioned for success in Southeast Asian markets as well as other markets in Asia and beyond, which is complementary to the experience of our management team. We intend to focus our target search on Southeast Asian business groups which we believe are undergoing a phase of de-conglomeration. We believe that a number of business groups in Southeast Asia would be receptive to potential divestitures and de-conglomeration due to the following reasons: (i) we observe that a high number of family-owned business groups in Southeast Asia are transitioning to a next generation of leadership, resulting in increasing sophistication with regard to modern portfolio management and capital allocation theories, and a better understanding of how divestments and spin-offs can help conglomerate performance; (ii) a stronger preference to form dedicated professional management teams for specific businesses within the group; (iii) estate planning for some family groups which influences how business groups are split. Our selection process will also leverage our management team s, our affiliates and investment partners broad and deep network of relationships with other Asian corporates, business groups, and sovereign wealth funds. We intend to utilise our unique industry expertise as well as that of the ASM and TIH platforms, and their respective proven deal-sourcing capabilities to provide us with a strong pipeline of potential targets. Business Combination Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and guidelines. Middle-Market Growth Business. We will primarily seek to acquire one or more growth businesses with a history of good operating and financial results and with a total enterprise value of between $300 million and $500 million. We believe that there are a substantial number of potential target 4 businesses within this valuation range that can benefit from new capital to scale operations and in turn yield significant revenue and earnings growth. We currently do not intend to acquire either a start-up company (a company that has not yet established commercial operations) or a company with negative cash flow. De-Conglomeration. We believe that a number of business groups in Southeast Asia would be receptive to potential divestitures and de-conglomeration as a result of transitioning to a next generation of leadership and a better understanding of how divestments and spin-offs can help conglomerate performance as well as a stronger preference to form dedicated professional management teams for specific businesses within the group and estate planning for some family groups. Companies in Business Segments that are Strategically Significant to Southeast Asia. We will seek to acquire those businesses that are strategically significant in Southeast Asia. Although we intend to focus on the media, food processing, renewable energy and healthcare industries, we may also look at businesses outside of these industries. Business with Revenue and Earnings Growth Potential. We will seek to acquire one or more businesses that have the potential for organic growth in revenue and earnings through a combination of both existing and new product development, increased production capacity, incremental marketing, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage. Strong Competitive Industry Position. We will seek to acquire one or more businesses that have a leading market position or that we believe have an opportunity to develop such a position in their respective sector. We will seek to acquire businesses that demonstrate advantages when compared to their competitors, which may help to protect their market position and profitability and deliver strong free cash flow. Strong target management teams. We intend to seek candidates who have strong management teams with a proven track record of driving growth, enhancing profitability, making sound strategic decisions, and generating strong free cash flow. We will diligence a target company s leadership team to evaluate if there are areas that need to be improved or require additional personnel. Appropriate valuations. We intend to be a disciplined and valuation-centric investor that will invest on terms that we believe provide significant upside potential with limited downside risk. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC. Our Business Combination Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as reviewing financial and other information which will be made available to us. We will also utilize our operational and capital allocation experience. Our acquisition criteria, due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. 5 Sourcing of Potential Business Combination Targets We believe that the operational and transactional experience of our management team and advisor and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential business combination targets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships with sellers, financing sources and target management teams. Our management team members and our advisor have significant experience in executing transactions under varying economic and financial market conditions. We believe that these networks of contacts and relationships and this experience will provide us with important sources of investment opportunities. In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions. We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors or making the acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. As more fully discussed in Management Conflicts of Interest, if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. Other Acquisition Considerations Members of our management team may directly or indirectly own our ordinary shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands law, no director or officer shall be disqualified or prevented from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any director shall have an interest be liable to be avoided. A director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of such interest shall be disclosed at or prior to its consideration or any vote thereon by the board of directors. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. Our officers have agreed not to become an officer of any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 18 months after the closing of this offering. 6 Initial Business Combination Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. Unless we complete our initial business combination with an affiliated entity, or our board of directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our board of directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares and/or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not listed on the Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on the Nasdaq at the time of our initial business combination. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. 7 Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Financial Secretary of the Cayman Islands that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on July 17, 2019. Our executive offices are located at Unit 601-2, St. George s Building, 2 Ice House Street, Central, Hong Kong, and our telephone number is +852 21060888. 8 The Offering In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 28 of this prospectus. Securities offered 12,500,000 units, at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one half of one warrant, each whole warrant exercisable to purchase one Class A ordinary share. Proposed Nasdaq symbols Units: MLACU Class A Ordinary Shares: MLAC Warrants: MLACW Trading commencement and separation of Class A ordinary shares and warrants The units will begin trading promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless BTIG informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. 9 Units: Number issued and outstanding before this offering 0 Number issued and outstanding after this offering 12,500,000(1) Ordinary shares: Number issued and outstanding before this offering 3,593,750(2) Number issued and outstanding after this offering 15,625,000(1),(3),(4) Redeemable Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,000,000 Number of warrants to be issued and outstanding after this offering and the private placement 10,250,000(1) Exercisability Each unit contains one-half of one warrant. Each whole warrant is exercisable to purchase one of our Class A ordinary shares. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase one share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one half of the number of shares compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. ____________ (1) Assumes no exercise of the underwriters over-allotment option. (2) Consists solely of founder shares and includes up to 468,750 ordinary shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. Except as otherwise specified, the rest of this prospectus has been drafted to give effect to the full forfeiture of these 468,750 ordinary shares. (3) Includes 12,500,000 public shares and 3,125,000 founder shares. (4) Founder shares are classified as Class B ordinary shares, which shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution. 10 Exercise price $11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file, and within 60 business days following our initial business combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. No warrants will be exercisable for cash unless we have an effective and current registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. 11 Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants Once the warrants become exercisable, we may redeem the issued and outstanding warrants (except as described herein with respect to the private placement warrants as described in this prospectus): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. 12 If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are issued and outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the fair market value (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section entitled Description of Securities Redeemable Warrants Public Shareholders Warrants for additional information. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. If the private placement warrants are held by holders other than the sponsor or its permitted transferees such warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Appointment of directors; voting rights Prior to our initial business combination, only holders of Class B ordinary shares will have the right to vote on the appointment of directors. Holders of our Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Founder shares In March 2020, our sponsor purchased an aggregate of 2,875,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. In June 2020, we declared a share dividend satisfied by way of issuance of 0.25 of a share for each Class B ordinary share in issue, resulting in our sponsor holding an aggregate of 3,593,750 founder shares (up to 468,750 shares of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised). Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. Our sponsor will own 20% of our issued and outstanding shares after this offering (assuming it does not purchase units in this offering). If we increase or decrease the size of the offering, we will effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our 13 sponsor at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 468,750 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 18 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our sponsor has agreed, pursuant to such letter agreement, to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination (as a result, in addition to our initial shareholder s founder shares, we would need only 4,687,501, or 37.5%, of the 12,500,000 public shares sold in this offering to be voted in favor of a transaction (assuming all issued and outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised); the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below and in our amended and restated memorandum and articles of association; and the founder shares are subject to registration rights. 14 Transfer restrictions on founder shares Our sponsor has agreed not to transfer, assign or sell any of its founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property (except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants ). Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights We have issued 3,593,750 Class B ordinary shares, par value $0.0001 per share. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, on a one-for-one basis, subject to adjustment for share subdivisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein and in our amended and restated memorandum and articles of association. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of this offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination and any private placement-equivalent warrants issued to our sponsor or its affiliates upon conversion of loans made to us. Holders of founder shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be deemed issued for purposes of the conversion adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. 15 Private placement warrants Our sponsor has committed to purchase an aggregate of 4,000,000 private placement warrants (or 4,375,000 private placement warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant ($4,000,000 in the aggregate, or $4,375,000 if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each private placement warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as provided herein. The purchase price of the private placement warrants will be added to the net proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within 18 months from the closing of this offering, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will not be redeemable by us and will be exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (except as described below under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants ). If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $125,000,000 ($10.00 per unit), or $143,750,000 ($10.00 per unit) if the underwriters over-allotment option is exercised in full, will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and $1.5 million will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $4,375,000 (or up to $5,031,250 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. 16 Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination within 18 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes. Based upon current interest rates, we expect the trust account to generate approximately $212,500 of interest annually (assuming no exercise of the underwriters overallotment option and an interest rate of .17% per year) following the investment of such funds in specified U.S. government treasury bills or in specified money market funds. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $850,000 in working capital after the payment of approximately $650,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Conditions to completing our initial business combination Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination. If our securities are not listed on the Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on the Nasdaq at the time of our initial business combination. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. 17 If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Permitted purchases of public shares and warrants by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Please see Proposed Business Permitted purchases of our securities for a description of how such persons will determine which shareholders to seek to acquire shares from. There is no limit on the number of shares such persons may purchase, or any restriction on the price that they may pay. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, or their respective affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. 18 We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our sponsor, directors, officers, or their respective affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the Nasdaq, we will be required to comply with such rules. 19 If shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration. If we seek shareholder approval, we will complete our initial business combination only if obtain an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our sponsor and its permitted transferees will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. 20 In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of our initial business combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of our initial business combination (so that we are not subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof. Tendering share certificates in connection with a tender offer or redemption rights We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. 21 Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares held by them redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public shareholder and subject to the 15% limitation in connection with any such redemption right. Redemption Rights in connection with proposed amendments to our amended and restated memorandum and articles of association Our amended and restated memorandum and articles of association will provide that any of its provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and in our amended and restated memorandum and articles of association, but excluding the provision of the articles relating to the appointment of directors), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. Should our sponsor vote all its shares in favor of any such amendment, we would require 7,031,251, or 56.3%, of 22 the public shares issued in this offering to be voted in favor of any such amendment for its approval (assuming no exercise of the underwriters overallotment option and no purchase by our sponsor or its affiliates or our officers and directors or their respective affiliates of public shares in this offering or thereafter). We may not issue additional securities that can vote on amendments to our amended and restated memorandum and articles of association or in our initial business combination. Our sponsor, which will beneficially own 20% of our ordinary shares upon the closing of this offering (assuming it does not purchase units in this offering), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner it chooses. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us, other than funds the trustee will use to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination. We will use the remaining funds to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. 23 Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers, and directors have agreed that we will have only 18 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 18-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18-month time period. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 18 months from the closing of this offering. However, if our sponsor, officers or directors acquire public shares after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 18-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 18 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares. However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination (so that we are not subject to the SEC s penny stock rules). 24 Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender; and At the closing of our initial business combination, we may pay a customary financial consulting fee to ASM, TIH or another affiliate of our sponsor. We may pay such financial consulting fee in the event such party or parties provide us with specific target company, industry, financial or market expertise, as well as insights, relationships, services or resources that we believe are necessary in order to assess, negotiate and consummate an initial business combination. The amount of any such financial consulting fee we pay will be based upon the prevailing market for similar services for comparable transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee s policies and procedures relating to transactions that may present conflicts of interest. These payments may be funded using the net proceeds of this offering and the sale of the private placement warrants not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee (which will be composed entirely of independent directors), to among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. 25 Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. Because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only third parties we currently expect to engage would be vendors such as lawyers, investment bankers, computer or information and technical services providers or prospective target businesses. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such obligations. Conflicts of Interest ASM and TIH manage several investment vehicles. Although we do not believe any conflict currently exists between us and such entities, funds and separate accounts managed by ASM, TIH or their respective affiliates may compete with us for business combination or investment opportunities. If these funds or separate accounts decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within ASM or TIH may be suitable for both us and for a current or future ASM or TIH funds or separate accounts and may be directed to such investment vehicles or separate accounts rather than to us. Neither ASM nor TIH have any obligation to present us with any opportunity for a potential business combination of which they become aware. ASM or TIH may be required to present potential business combinations to their respective affiliates or third parties, before they present such opportunities to us, and may have similar obligations to future investment vehicles or third parties. Risks
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001807901_pandion_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001807901_pandion_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1f15b4b1c856ea1d9bb3b026d6e23763d2e875c7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001807901_pandion_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto and the information set forth in the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations. Overview We are a clinical stage biopharmaceutical company developing novel therapeutics designed to address the unmet needs of patients suffering from autoimmune diseases. We have combined a network-based conceptualization of the immune system with expertise in advanced protein engineering to develop our TALON (Therapeutic Autoimmune reguLatOry proteiN) drug design and discovery platform. Our TALON platform enables us to employ a modular approach to create a pipeline of product candidates using immunomodulatory effector modules that act at known control nodes within the immune network. We are also able to combine an effector module with a tissue-targeted tether module in a bifunctional format to guide delivery of the effector to a targeted tissue. Our lead product candidate, PT101, a combination of our interleukin-2, or IL-2, mutein effector module with a protein backbone, is designed to selectively expand regulatory T cells, or Treg cells, systemically, without activating proinflammatory cells, such as conventional T cells and natural killer, or NK, cells. We are initially developing PT101 for the treatment of patients with moderate-to-severe ulcerative colitis, or UC, and are currently conducting a Phase 1a clinical trial of PT101 in healthy volunteers, with final data expected in the first half of 2021. Leveraging our TALON platform, we continue to develop and expand our library of effector and tether modules as part of our early stage research and discovery pipeline. Our Approach We believe there is a need to fundamentally rethink the approaches historically utilized in autoimmune disease drug development. Current therapies for autoimmune disease based on broad immunosuppression or focused on inhibiting one pathway of the immune network often leave patients suffering from chronic residual disease or disease progression. We created our TALON platform to develop therapies that manipulate the immune system at its known control nodes, which we believe will enable us to design and develop treatments for autoimmune diseases that provide a durable clinical benefit. Our Proprietary TALON Platform Our TALON platform is based on the concept of modularity, as depicted in the image below. We start with immune effector modules that we engineer to mimic the action of known control nodes. We can combine these effector modules with a protein backbone to create a portfolio of product candidates tailored to a given autoimmune disease. Specifically, we believe we can design effectors to act systemically, or using a bifunctional format we can combine our effectors with antibody-based tissue-targeted tethers to concentrate the effector within the target organ. We believe that we have the potential to generate a diverse pipeline of next-generation product candidates to address significant unmet medical needs in autoimmune diseases. When deploying our TALON platform, we use a conceptual, practical and strategic approach to inform our effector selection, antibody format determination, and opportunity assessment processes, ultimately leading to our potential product candidates. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION. DATED JULY 16, 2020 7,000,000 Shares Common Stock This is an initial offering of shares of common stock of Pandion Therapeutics, Inc. We are offering 7,000,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $16.00 and $18.00. Our common stock has been approved for listing on the Nasdaq Global Select Market under the symbol PAND . We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. Investing in our common stock involves risks. See Risk Factors beginning on page 14 to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to Pandion Therapeutics, Inc. $ $ (1) See the section titled Underwriting for a description of the compensation payable to the underwriters. To the extent that the underwriters sell more than 7,000,000 shares of common stock, the underwriters have the option to purchase up to an additional 1,050,000 shares from us at the initial price to the public less the underwriting discount. The underwriters expect to deliver the shares against payment in New York, New York on , 2020. Goldman Sachs & Co. LLC Morgan Stanley SVB Leerink BMO Capital Markets Prospectus dated , 2020 Table of Contents Tethering Technology For autoimmune diseases that exhibit local manifestations, it can be challenging to administer a drug systemically and achieve a sufficient concentration of the drug at the target tissue for optimal therapeutic benefit. We are leveraging our TALON platform to engineer bifunctional therapeutics that tether our immune effector payload to the specific location where the immunomodulator is most likely to interact with infiltrating or activated immune cells. We believe tissue tethering will allow us to deliver the effector directly to the localized site of the autoimmune attack, create a high local concentration of the effector and extend the residence time of the effector at the site of action to increase local exposure. We believe that our ability to increase local concentration of our effectors over extended periods of time has the potential to elicit profound and sustained regulation of the local tissue resident immune system and drive towards induction of local tissue tolerance. Furthermore, the extended local exposure avoids the need for prolonged systemic exposure and may alleviate some of the potential toxicities associated with global chronic immunosuppressive therapies. Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001808865_iteos_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001808865_iteos_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f1ed07dea7eecc1b054df659f1a8f44a3dc74678
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001808865_iteos_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary This summary highlights information contained in greater detail elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. You should also consider, among other things, the information set forth under the sections titled Risk factors, Special note regarding forward-looking statements, and Management s discussion and analysis of financial condition and results of operations, in each case appearing elsewhere in this prospectus. Unless the context otherwise requires, we use the terms iTeos, the Company, we, us, our and similar designations in this prospectus to refer to iTeos Therapeutics, Inc. and, where appropriate, its subsidiary. Overview We are a clinical-stage biopharmaceutical company pioneering the discovery and development of a new generation of highly differentiated immuno-oncology therapeutics for patients. We leverage our deep understanding of the tumor microenvironment and immunosuppressive pathways to design novel product candidates with an aim to improve the clinical benefit of oncology therapies. Our innovative pipeline includes two clinical-stage programs targeting novel, validated immuno-oncology pathways designed to build on prior learnings in the field to have differentiated pharmacological and clinical profiles. Our most advanced product candidate, EOS-850, is designed as a highly selective small molecule antagonist of the adenosine A2a receptor, or A2AR, in the adenosine triphosphate, or ATP, adenosine pathway, a key driver of immunosuppression in the tumor microenvironment across a broad range of tumors. We are investigating EOS-850 in an open-label Phase 1/2a clinical trial in adult patients with advanced solid tumors and we expect to report initial data from monotherapy and combination therapy expansion cohorts in the first half of 2021. Our lead antibody product candidate, EOS-448, is an antagonist of TIGIT, or T-cell immunoreceptor with Ig and ITIM domains, a checkpoint that has a role in both inhibitory and stimulatory pathways in the immune system. EOS-448 was also designed to engage the Fc gamma receptor, or Fc R, to promote antibody-dependent cellular cytotoxicity, or ADCC, activity, including the elimination of tumor-infiltrating regulatory T cells, or Tregs. We have recently initiated an open-label Phase 1/2a clinical trial of EOS-448 in adult patients with advanced solid tumors and expect to report initial data in the first half of 2021. We retain worldwide rights to develop and commercialize all of our product candidates. In recent years, the treatment of cancer has been reshaped by the promise of immuno-oncology therapies, particularly checkpoint inhibitors, or CPIs. Cancer cells have evolved the ability to evade recognition by the immune system, including by expressing immune checkpoints that inhibit the immune response. Therapies that target these checkpoint interactions have shown the ability to reactivate the immune response against tumors and have become a foundation of immuno-oncology regimens. While these therapies have provided significant therapeutic benefit in a number of indications, they have been shown clinically to have limited efficacy in a majority of patients with cancer. Furthermore, in patients where CPIs are initially efficacious, the long-term benefit has been shown to be limited as the majority of these patients eventually become resistant or refractory to therapy. In the United States, approximately 44% of patients are eligible for CPIs, and 20% to 30% of those patients actually respond to such treatment. We are dedicated to understanding immune resistance pathways with the goal of generating novel product candidates that restore the immune response against cancer. Our drug discovery efforts are driven by our Table of Contents extensive knowledge in immuno-metabolism, characterization of immunosuppressive mechanisms in the tumor microenvironment, pharmacology and translational medicine. Our two clinical-stage product candidates, EOS-850 and EOS-448, each target a key mechanism that inhibits an effective antitumor immune response: the ATP-adenosine pathway and a novel checkpoint TIGIT, respectively. We believe that both product candidates have the potential to further increase patient responses to standard cancer therapies, including immunotherapy. We are integrating a biomarker-rich strategy into our clinical programs to maximize this potential through choosing synergistic combination agents and identifying patients most likely to benefit from our product candidates. We are also using our deep understanding of the critical immune resistance pathways to identify new targets and generate additional differentiated programs for underexploited pathways validated by a strong scientific rationale. Our pipeline The following chart summarizes our clinical product pipeline. We hold worldwide development and commercialization rights to our product candidates. EOS-850, our A2AR antagonist for cancer immunotherapy The ATP-adenosine pathway is recognized as a key pathway that modulates immune responses in pathological conditions. We designed EOS-850 to inhibit the ATP-adenosine pathway by specifically targeting A2AR, which is the primary adenosine receptor on immune cells with a high affinity for adenosine. We also chose to target A2AR because we believe it is a key mediator of immunosuppression in this pathway as opposed to targeting upstream enzymes that are involved in production of adenosine in tumors. A2AR is expressed across a number of solid tumors and hematological malignancies with high unmet medical need making it a target with broad clinical potential. As elevated levels of adenosine in the tumor microenvironment are known to be immunosuppressive, we also designed EOS-850 to remain potent at high adenosine concentrations and maintain continuous target coverage. With this profile, we believe that EOS-850 has the potential for enhanced antitumor activity as compared to other A2AR antagonists currently in clinical development. Table of Contents In our preclinical studies, we showed that EOS-850 inhibited adenosine pathway-mediated immunosuppression and led to both T cell activation and antitumor activity, when dosed either as monotherapy or in combination with CPIs and chemotherapy. We also showed in preclinical studies that dosing of EOS-850 in combination with a CPI resulted in the rejection of tumors after reintroduction without further treatment, suggesting the potential for a durable immune memory response. In the dose escalation portion of our ongoing Phase 1/2a clinical trial of EOS-850 in 21 heavily pre-treated patients with advanced solid tumors, we observed preliminary evidence of clinical benefit in seven patients who have achieved at least stable disease. Of these seven patients, as of July 7, 2020, two have exhibited confirmed partial responses, one with CPI-refractory metastatic melanoma and one with heavily pretreated metastatic castration-resistant prostate cancer, or CRPC. The antitumor activity results from the dose escalation portion of our ongoing Phase 1/2a clinical trial are considered exploratory and no statistical analysis of the results from this portion of the trial is planned. EOS-850 has been reported to be generally well tolerated, and as of July 7, 2020, with seven of 33 patients remaining on-study, we have observed no dose-limiting toxicity and one possibly drug-related serious adverse event of pericardial effusion, which is under investigation. Based on these results, we plan to continue development of EOS-850 both as a monotherapy, to further evaluate activity we have observed and to identify relevant biomarkers for patient selection, and in combination with pembrolizumab, a CPI approved for use in a variety of cancers, and other standard cancer therapies. We are currently enrolling a monotherapy expansion cohort of up to 24 patients to further evaluate the safety, pharmacodynamics and pharmacokinetics of the recommended Phase 2 dose in a subset of solid tumor indications that we believe are most likely to benefit from single-agent treatment including melanoma, non-small cell lung cancer, or NSCLC, CRPC and endometrial cancer. We expect to report initial data from the expansion cohort of this Phase 1/2a clinical trial in the first half of 2021. We are also analyzing tumor samples from our enrolled patients to help identify biomarkers that could be used to select patients in future clinical trials. These biomarkers include the expression of A2AR and adenosine-producing enzymes within the tumor, the presence of immune cells within the tumor and several tumor gene signatures, including an immune gene signature. We plan to use these data to determine the correlation between expression of these potential predictive markers and clinical response to EOS-850. We are planning to further assess EOS-850 in combination with pembrolizumab and with chemotherapy beginning in the third quarter of 2020, initially evaluating safety and tolerability of the combination regimens before enrolling expansion cohorts in select indications. We have selected settings where current immunotherapies, such as CPIs, have not had optimal outcomes, such as in (i) CRPC, for which CPIs have had limited benefit, (ii) melanoma patients who are resistant to treatment with anti-PD-1 antibodies, and (iii) the 60% of patients with triple-negative breast cancer, or TNBC, who are not eligible to receive standard-of-care atezolizumab, a CPI, in combination with chemotherapy as a first line treatment for metastatic disease. EOS-448, our Fc R-engaging anti-TIGIT antibody EOS-448 is an anti-TIGIT human immunoglobulin G1, or IgG1, antibody that we are developing to inhibit the immunosuppressive activity of TIGIT. TIGIT is a cell surface receptor expressed on multiple immune cells, including CD8 T cells, natural killer, or NK, cells and T regulatory cells, or Tregs, a cell population that inhibits the immune response and, in the context of cancer, promotes tumor growth by inhibiting the activation and proliferation of effector T cells and NK cells. TIGIT has also been shown to be a mediator of resistance to existing CPIs, including anti-PD-1. We have designed EOS-448 to have high affinity for TIGIT and also to actively engage Fc R. We have shown in preclinical studies using a mouse anti-TIGIT antibody that engagement of Fc R was an important mediator of antitumor activity in vivo. Engagement of Fc R by EOS-448 results in activation of a number of immune cells, including NK cells, macrophages and other effector cells, promoting inflammation and their cell killing function. Through engagement of Fc R and activation of ADCC, EOS-448 is designed to Table of Contents deplete Tregs, which are known to express high levels of TIGIT, within the tumor microenvironment. In our preclinical studies, we have also shown that EOS-448 had high binding to TIGIT and, compared to a number of clinical stage anti-TIGIT antibody equivalents, generated high levels of immune cell activation in an IL-2 promoter-dependent functional assay. Our preclinical data suggest that EOS-448 has the potential to deliver robust single-agent antitumor activity and could be complementary to and used in combination with other cancer therapies such as CPIs and chemotherapy. Our preclinical data also suggests that EOS-448 is active in combination with EOS-850 and chemotherapy, thus creating the potential for intra-portfolio synergies. TIGIT is also expressed on tumor cells in certain hematological malignancies. Based on the high expression of TIGIT in multiple solid tumors and hematological malignancies, we believe there is significant potential for EOS-448 in clinical applications. We recently began the dose escalation portion of a Phase 1/2a clinical trial of EOS-448 as a monotherapy in patients with solid tumors with the primary goal of assessing its safety and tolerability. The dose escalation portion is expected to be completed in the fourth quarter of 2020, with the data being reported in the first half of 2021, which we anticipate will enable us to start multiple expansion cohorts in select indications with different combinations. Following the dose escalation, we are planning to evaluate EOS-448 in monotherapy and in combination with an anti-PD-1 antibody and other standard cancer therapies in solid tumors and hematological cancers. We intend to select indications for the investigation of EOS-448 based on biologic rationale that we believe could predict meaningful clinical responses, such as the prevalence of expression of TIGIT, of key ligands and co-receptors, and the infiltration of effector cells and Tregs, as well as the competitive landscape and unmet medical need. We have identified tumors with elevated TIGIT expression, suggesting it could play a critical role in creating and maintaining a highly immunosuppressive tumor microenvironment, such as melanoma, head and neck squamous cell carcinoma, gastric cancer, lung cancer and breast cancer. Preclinical programs We have developed significant expertise in tumor immunology and the tumor microenvironment, which we are leveraging to expand our pipeline. We have active research programs focused on additional targets that complement our clinical adenosine and TIGIT programs. We anticipate selecting a development candidate for the adenosine pathway inhibitor to advance into IND-enabling toxicology studies by the first quarter of 2021. We plan to continue to further our knowledge in tumor immunity and the tumor microenvironment and select targets for additional candidates to ensure continuous development of our pipeline. Our history and team We began our research and development activities as a spin-off of Ludwig Cancer Research and have built significant expertise in designing novel cancer immunotherapies. We have assembled a seasoned management team with extensive experience in developing novel oncology therapies, including advancing product candidates from preclinical research through clinical development and ultimately regulatory approval and commercialization. Our team is led by our President, Chief Executive Officer and founder Michel Detheux, Ph.D., who gained extensive experience in research and business development at Ogeda SA. Matt Call, MBA, our Chief Operating Officer, spent over 16 years and held numerous roles including Chief Operating Officer at Endocyte, Inc. Joanne Lager, M.D., our Chief Medical Officer, has 16 years of experience in oncology drug development, most recently as Head of Global Oncology Development at Sanofi. Table of Contents Matthew Gall, our Chief Financial Officer, has over 15 years of experience in healthcare and was most recently the Senior Vice President of Corporate Development and Treasurer at Sarepta Therapeutics, Inc. We have raised $177.1 million of capital, from a group of leading life sciences investors, including MPM Capital, RA Capital Management, Boxer Capital, Janus Henderson, HBM Funds, RTW Investments and The Invus Group. Strategy Our vision is to transform the treatment of patients suffering from cancer by creating a broad portfolio of immuno-oncology therapies focused on novel targets in the tumor microenvironment. The key pillars of our strategy to achieve our vision include: Build upon the differentiated profile and encouraging preliminary single-agent activity of our most advanced product candidate, EOS-850, to advance it through clinical development and regulatory approval. Based on the preliminary single-agent activity we observed in the dose escalation portion of our Phase 1/2a clinical trial, we intend to advance EOS-850 as a single agent and in combination with standard cancer treatments for a range of solid tumors. We plan to initiate expansion cohorts of EOS-850 in combination with pembrolizumab in patients with melanoma who are resistant to anti-PD-1 therapy and in patients with CRPC, and in combination with carboplatin and paclitaxel in patients with TNBC. Exploit the broad potential of TIGIT inhibition and advance EOS-448, our Fc R-engaging anti-TIGIT antibody, through clinical development and regulatory approval. We believe that the profile of EOS-448, with inhibition of TIGIT and engagement of Fc R, has the potential to deliver potent antitumor activity across a wide range of cancer types. We have initiated a Phase 1/2a clinical trial of EOS-448 as a monotherapy for patients with solid tumors and expect to report initial dose-escalation data in the first half of 2021. We intend to evaluate EOS-448 in multiple solid tumors and hematological malignancies as a single agent and in combination with existing therapies, including CPIs, as well as with our A2AR antagonist, EOS-850. Leverage our deep understanding of immune pathways and the tumor microenvironment to identify novel product candidates. Since our founding, we have established extensive knowledge in immuno-metabolism, characterization of the immunosuppressive mechanisms in the tumor microenvironment, pharmacology and translational medicine. We plan to leverage our expertise to continue to select and pursue novel immuno-oncology product candidates both through in-house research and in-licensing of complementary technologies. Maximize the value of our product candidates and pipeline by selectively entering into strategic collaborations. We hold worldwide development and commercial rights to our pipeline of immuno-oncology programs, and we intend to commercialize our product candidates, if approved, in key geographies. In the future, we may selectively enter into strategic collaborations around certain targets, product candidates, disease areas or geographies and to enable potentially synergistic therapeutic combinations if we believe these collaborations could maximize the value of our product candidates and bring them to more patients. For example, we have entered into a non-exclusive clinical supply agreement with Merck & Co, or Merck, to evaluate EOS-850 in combination with pembrolizumab. Maintain a strong culture of innovation and build a leading immuno-oncology company putting patients first in everything we do. Core to our strategy is continuing to build a team and company culture that prioritizes patient needs as we develop our lead programs and pipeline assets by applying our deep expertise in understanding of the tumor microenvironment to the discovery and development of novel immuno-oncology therapies that have the potential to provide breakthroughs for patients suffering from cancers with limited treatment options. We believe our presence in Cambridge, Massachusetts and Belgium is a strategic Table of Contents advantage that enhances our ability to attract global talent and remain at the forefront of innovation in the field of immuno-oncology. Series B-2 convertible preferred stock financing In March 2020, we raised an aggregate of $125.4 million in gross proceeds from the sale of our Series B-2 convertible preferred stock, led by Boxer Capital LLC and RA Capital Management L.P. and with participation from multiple other dedicated life sciences investors. Risks associated with our business Our ability to implement our business strategy is subject to numerous risks that you should be aware of before making an investment decision. These risks are described more fully in the section entitled Risk factors in this prospectus. These risks include, among others: Our limited operating history may make it difficult for you to evaluate the success of our business to date and to assess our future viability; We have incurred significant losses since inception, and we expect to incur losses over the next several years and may not be able to achieve or sustain revenues or profitability in the future; We have never generated any revenue from product sales and may never be profitable; We will require substantial additional financing to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product development or commercialization efforts; We will not be able to commercialize our current product candidates and any future product candidates if our preclinical studies do not produce successful results or our clinical trials do not demonstrate the safety and efficacy of our current or future product candidates; Difficulty in enrolling patients could delay or prevent clinical trials of our current product candidates and any future product candidates. We may find it difficult to enroll patients in our ongoing clinical trials or any subsequent trials we may conduct and our receipt of necessary regulatory approvals could be delayed or prevented; Even if our development efforts are successful, we may not obtain regulatory approval for any of our current product candidates or any future product candidates in the United States or other jurisdictions, which would prevent us from commercializing our current product candidates and any future product candidates; If we are unable to successfully commercialize any product candidate for which we receive regulatory approval, or experience significant delays in doing so, our business will be materially harmed; If we are unable to obtain and maintain sufficient intellectual property protection for our current product candidates or any future product candidates, or if the scope of the intellectual property protection is not sufficiently broad, our competitors could develop and commercialize products similar or identical to ours, and our ability to successfully commercialize our products may be adversely affected; We rely on third parties to conduct our clinical trials and perform some of our research and preclinical studies. If these third parties do not satisfactorily carry out their contractual duties or fail to meet expected deadlines, our development programs may be delayed or subject to increased costs, each of which may have an adverse effect on our business and prospects; Table of Contents If the current public health pandemic related to coronavirus (COVID-19) continues to worsen, our operations, business and financial results may be adversely impacted; and We are highly dependent on our key personnel, and if we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy. Corporate information We were incorporated in October 2019 under the laws of the State of Delaware. Our principal executive offices are located at 139 Main Street, Cambridge, MA 02142, and our telephone number is (339) 217-0162. We have one subsidiary located in Belgium, iTeos Belgium SA, which was incorporated in August 2011 under the laws of Belgium. Our website address is https://www.iteostherapeutics.com. The information contained in or accessible from our website is not incorporated into this prospectus, and you should not consider it part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. Corporate reorganization Pursuant to the corporate reorganization, on October 4, 2019, iTeos Therapeutics, Inc., iTeos Belgium SA, and the stockholders of iTeos Belgium SA entered into an Equity Contribution and Exchange Agreement, or the Share Exchange, pursuant to which all outstanding shares of preferred stock, common stock and profit certificates of iTeos Belgium SA were exchanged on a one-for-one basis for newly issued shares of iTeos Therapeutics, Inc. iTeos Therapeutics, Inc. was a holding company, and as a result of the Share Exchange, iTeos Belgium SA became a wholly owned subsidiary of iTeos Therapeutics, Inc. Please see Corporate reorganization for more information. Implications of being an emerging growth company and a smaller reporting company We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include: being permitted to only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced Management s discussion and analysis of financial condition and results of operations disclosure; reduced disclosure about our executive compensation arrangements; not being required to hold advisory votes on executive compensation or to obtain stockholder approval of any golden parachute arrangements not previously approved; and an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting. We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Table of Contents Exchange Commission, or the SEC. We may choose to take advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock. We have elected not to opt out of the exemption for the delayed adoption of certain accounting standards and, therefore, we will adopt new or revised accounting standards at the time private companies adopt the new or revised accounting standard, unless earlier adopted, and will do so until such time that we either (i) irrevocably elect to opt out of such extended transition period or (ii) no longer qualify as an emerging growth company. We are also a smaller reporting company, meaning that the market value of our stock held by non-affiliates plus the proposed aggregate amount of gross proceeds to us as a result of this offering is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company after this offering if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. Table of Contents The offering Common stock offered by us 8,900,000 shares Common stock to be outstanding after this offering 31,748,491 shares (or 33,083,491 shares if the underwriters exercise their option to purchase additional shares in full) Option to purchase additional shares We have granted the underwriters a 30-day option to purchase up to 1,335,000 additional shares of our common stock at the initial public offering price, less the underwriting discounts and commissions. Use of proceeds We estimate that the net proceeds to us from the sale of 8,900,000 shares of our common stock in this offering will be $137.8 million, or $158.9 million if the underwriters exercise their option to purchase additional shares in full, assuming an initial public offering price of $17.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds of this offering, together with our existing cash to (i) fund clinical development of EOS-850, (ii) fund clinical development of EOS-448, (iii) fund development of other product candidates in our pipeline and our drug discovery programs and (iv) for general corporate purposes. See Use of proceeds. Proposed Nasdaq Global Market symbol ITOS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001808945_spinal_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001808945_spinal_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4b59e5b08467c8a9a48124d5131b727f34de4d1b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001808945_spinal_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. Before making an investment in our common stock, you should read the entire prospectus carefully, including the sections entitled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our audited and unaudited condensed consolidated financial statements and the related notes included elsewhere in this prospectus. Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to Spinal Elements Holdings, Inc., the Company, our Company, we, us and our refer to Spinal Elements Holdings, Inc. together with its subsidiaries. All information in this prospectus assumes no exercise of the underwriters option to purchase additional shares of our common stock, unless otherwise noted. Overview We are a medical device company focused on the design, development and commercialization of a comprehensive portfolio of systems, products and technologies for spine surgery procedures, with a strategic focus on minimally invasive surgery ( MIS ) procedures. We are an innovation-driven company with a track-record of delivering pioneering and differentiated products and technologies. Our product portfolio addresses a broad spectrum of spine surgery procedures and consists of innovative spinal fixation systems (implantable hardware systems that are mechanically attached to the spine and provide stability), interbody implants (devices implanted between the vertebral bodies of the spine), surgical instruments (instruments used to prepare the spine and implant our devices) and biologics (allograft or synthetic biomaterials intended to augment or replace the normal capacity of such tissue in the body). We offer a comprehensive product portfolio that can address approximately 95% of the spine surgery procedures performed worldwide in 2018 and our systems, products and technologies cover a wide variety of spine disorders, including degenerative conditions, deformities and trauma. We expect to continue to complement our existing product portfolio with new product offerings based on innovative technologies. We believe our comprehensive product portfolio has the potential to enhance the way surgeons operate and to disrupt the spine surgery market. The majority of our product portfolio and all of our current pipeline technologies are developed for MIS procedures. MIS procedures generally address similar clinical conditions as open surgery procedures, but with reduced trauma to the muscles and soft tissues, less blood loss, smaller incisions, shorter procedure time, reduced hospitalization, lower post-operative medication use, faster patient recovery and other benefits for patients and surgeons. We believe our novel technologies are a leap forward in MIS access systems and implantable devices. Our transformative suite of MIS technologies, branded MIS Ultra, is designed to enable minimal surgical disruption to the patient s healthy anatomy and to improve surgeon workflow in a manner that is logical and reproducible. We believe that benefits of our MIS Ultra technologies include a reduced need for intra-operative x-rays and reduced risk of nerve injury by requiring fewer passes by neural structures during surgical access, as compared to conventional options. We designate each of the products in our product portfolio as either a Featured Product or a Certain Legacy Product. We began using these designations in 2018 as part of the integration process stemming from our combination with Amendia, Inc. Featured Products are our leading products and systems, as well as any future products and systems we commercialize, in which we are or have been actively marketing and investing since 2018. Investments in Featured Products include, but are not limited to, investments in (i) additional instrument sets, (ii) research and development of system improvements and line extensions, (iii) commercial, Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 13, 2020 Preliminary Prospectus 7,700,000 Shares Common Stock This is the initial public offering of shares of common stock of Spinal Elements Holdings, Inc. Prior to this offering, there has been no public market for our common stock. We anticipate that the initial public offering price per share will be between $13.00 and $15.00. We have been approved to list our common stock on the Nasdaq Global Select Market under the symbol SPEL. We have granted the underwriters a 30-day option to purchase up to 1,155,000 additional shares from us at the initial public offering price, less the underwriting discounts and commissions. We are an emerging growth company as the term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. See Prospectus Summary Implications of Being an Emerging Growth Company and a Smaller Reporting Company. Following the completion of this offering and the Private Placement (as defined below), certain investment funds affiliated with Kohlberg & Co., L.L.C. (the Kohlberg Funds ) will hold shares of our common stock representing a majority of the voting power for the election of our directors. As a result, we will be a controlled company under the corporate governance standards of the Nasdaq Stock Market, Inc. See Management Status as a Controlled Company. Investing in our common stock involves risks. See Risk Factors beginning on page 20. Price to Public Underwriting Discounts and Commissions(1) Proceeds to us (before expenses) Per share $ $ Total $ $ (1) See Underwriting for additional disclosure regarding underwriting discounts, commissions and estimated offering expenses. Based on the estimated terms of this offering described in this prospectus, we expect the Kohlberg Funds to purchase approximately 6,000,000 shares of our common stock in a private placement concurrent with this offering (the Private Placement ) at a purchase price per share equal to the initial public offering price per share at which our common stock is sold to the public. We expect that the aggregate gross proceeds that will be raised in this offering and the Private Placement will be at least $178 million. The sale of the shares of our common stock in the Private Placement will not be registered under the Securities Act of 1933, as amended, but such securities will be entitled to certain registration rights. The underwriters will not receive any fees in connection with the sale of shares in the Private Placement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to purchasers on or about , 2020. Credit Suisse Baird Stifel Truist Securities BTIG Siebert Williams Shank The date of this prospectus is , 2020. Table of Contents in this prospectus, are the property of Spinal Elements Holdings, Inc. or Spinal Elements, Inc., respectively. This prospectus contains additional trade names, trademarks and service marks of ours and of other companies. Solely for convenience, trade names, trademarks and service marks referred to in this prospectus appear without the and TM symbols, but those references are not intended to indicate, in any way, that we or the applicable owner will not assert, to the fullest extent under applicable law, our or its rights to these trade names, trademarks and service marks. We do not intend our use or display of other companies trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies. Market and Industry Data Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties, including iData Research, Inc. ( iData Research ), Curvo Labs, LLC ( Curvo Labs ) and Millennium Research Group, Inc. ( Millennium Research Group ). We have not commissioned any of the third-party data that we cite in this prospectus. Specifically, iData Research and Millennium Research Group permitted us to reprint their data from their industry reports and Curvo Labs permitted us to reprint its data from Orthopedic News Network in this prospectus. None of iData Research, Curvo Labs or Millennium Research Group guarantees the performance of any company about which they collect and provide data, including ours. Nothing in the data provided by iData Research, Curvo Labs or Millennium Research Group should be construed as advice. Further, Millennium Research Group makes no representation or warranty as to the accuracy or completeness of the data included in this prospectus and neither has nor accepts liability of any kind, whether in contract, tort, including negligence, or otherwise, to any third party arising from or related to use of the data. While we have no reason to believe any such information is incorrect and we are in any case responsible for the contents of this prospectus, Millennium Research Group asserts that any use of the data, or any reliance on the data, or decisions made based on the data, are your and our sole responsibilities and in no way shall any data amount to any form of prediction of future events or circumstances and no such reliance may be inferred or implied. Millennium Research Group asserts copyright protection over the use of its data and reserves all rights with respect to its use. Its data has been reprinted in this prospectus with Millennium Research Group s permission and the reproduction, distribution, transmission or publication of its data is prohibited without its consent. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. This data involves a number of assumptions and limitations. In addition, assumptions and estimates of our and our industry s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled Risk Factors. These and other factors could cause our future performance to differ materially from our assumptions and estimates. Table of Contents marketing and branding campaigns and (iv) real-world analysis and clinical studies. Certain Legacy Products are products and systems that we continue to sell, but have not actively invested in, other than production costs, since 2018. All of the products in our product portfolio that feature our MIS Ultra technology are designated as Featured Products. Our key systems that feature MIS Ultra technologies include: Karma Fixation System unique, metal-free posterior fixation device that is less rigid and rests well under the patient s musculature while still stabilizing the spine and requiring only a limited number of surgical instruments, with an estimated addressable U.S. market in excess of $2.7 billion in 2019; Katana Lateral Access System a retractor and access system for MIS that offers a novel approach by allowing surgeons to gain lateral access in fewer steps and that is designed to prevent damage to neural structures and reduce patient s post-operative pain; Lucent XP Expandable Interbody Device System made from polyetheretherketone ( PEEK ), a high-performance polymer, and covered with our proprietary Ti-Bond titanium porous coating, that provides support for up to three millimeters of vertical expansion and up to 15 degrees of curvature while requiring simple instrumentation and implantation procedure that is designed to restore height and balance of the spine as well as to create stability; OmegaLIF Posterior Oblique Access and Interbody Device Implant System allows for minimally invasive single position interbody fusion and posterior fixation while requiring simple instrumentation and designed to enable efficient surgical flow and limit blood loss; Sapphire X Anterior Cervical Plate System (which we anticipate commercially launching in late 2020) a cervical plate and interbody delivery system that allows for a smaller incision and operative corridor while still providing for a safe, accurate and reproducible procedure; and TeleGraft Bone Graft Delivery System (a version of which is being evaluated in early-stage clinical preference and usability testing with the expectation of commercially launching an improved version of this system in late 2020) results in a precise and reproducible placement of bone graft material. Additionally, a significant portion of our product portfolio features our proprietary Ti-Bond technology. Ti-Bond is a titanium porous coating applied to products to create a favorable environment for bone healing during fusion. The randomly structured porous titanium and increased surface area of Ti-Bond are designed to create an ideal bone apposing surface for peri-implant bone growth while stimulating the proliferation of osteoblasts, which are the building blocks of bone formation. In addition, Ti-Bond features differentiated characteristics, such as scratch fit, that have been demonstrated to reduce migration and therefore may enhance long-term fixation. A 2015 animal study comparing Ti-Bond-coated PEEK to non-coated PEEK demonstrated Ti-Bond s improved bone-implant interface strength at four weeks with continued improvement at 12 weeks. All of the products in our product portfolio that feature our Ti-Bond technology are designated as Featured Products. Our culture of innovation has enabled us to design, develop and commercialize 15 systems representing over 850 products and biologics since the beginning of 2016 that feature our MIS Ultra, Ti-Bond or other differentiated technologies. We plan to continue expanding our portfolio with systems and products that feature our disruptive technologies. In addition to systems and products that feature our MIS Ultra or Ti-Bond technologies, our comprehensive product portfolio includes well-established, innovative hardware products, including cervical and thoracolumbar spinal implant devices and fixation systems, surgical instruments (which are typically loaned to the surgeon or hospital, as applicable, and are generally necessary to perform procedures using our products) and biologics, each of which are designed to promote healing and recovery. We intend to remain at the forefront of spine surgery solutions through our focus on innovation, research and development and technology pipeline expansion capabilities. Our forthcoming launches of disruptive and Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Spinal Elements Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Spinal Holdings, Inc. (formerly known as KAMD Holdings, Inc.) and its subsidiaries (the Company ) as of December 31, 2019 and 2018, and the related consolidated statements of operations, of changes in redeemable convertible preferred stock and stockholders deficit, and of cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements ). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt About the Company s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has limited liquidity, has incurred recurring losses since inception, expects to continue to generate operating losses for the foreseeable future, and has long-term debt that has been under a forbearance agreement since July 2018 for failure to make principal and interest payments. These matters raise substantial doubt about the Company s ability to continue as a going concern. Management s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Change in Accounting Principle As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for revenues from contracts with customers in 2019. Basis for Opinion These consolidated financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on the Company s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. F- Table of Contents next generation technologies are expected to include the TeleGraft Bone Graft Delivery System, Sapphire X Anterior Cervical Plate System, Lucent XP Curved Expandable Interbody Device System, 3D printed interbody devices, Dimension MIS TLIF Retractor and the next generation of our OmegaLIF Posterior Oblique Access and Interbody Device Implant System, subject to obtaining the requisite regulatory clearances from the FDA, as applicable. Market Opportunity According to iData Research, the estimated size of the global spine surgery market was approximately $17.6 billion in 2018 and is expected to grow to $22.5 billion by 2024. Currently, we primarily serve the U.S. spine surgery market, which was estimated to be approximately $10.0 billion in 2018, with a strategic focus on addressing the MIS segment, one of the fastest growing spine surgery segments of the overall spine surgery market. For example, our proprietary Katana Lateral Access System serves the MIS LLIF U.S. market, which is expected to grow at an average annual rate of 11.6% from 2018 through 2024 according to research completed by healthcare consultancy firm, Millennium Research Group. Moreover, our recently introduced proprietary Karma Fixation System, which has been cleared to address a wide range of thoracolumbar procedures, will serve a market we estimate to be in excess of $2.7 billion in the U.S. in 2019. We believe we are well-positioned to grow faster than the underlying spine surgery market. Spine-focused companies like us have taken significant market share in the spine surgery market from larger, more diversified orthopedic companies, in part by prioritizing innovation and new product development. According to Orthopedic News Network, market share for the top five spine companies declined from 87% in 2004 to 58% in 2018, driven partially by share gains from smaller, innovative spine-focused companies. In addition, as the spine surgery market and spine surgery procedures evolve, we expect that certain industry dynamics will continue to benefit us, including a focus on minimizing use of pain medications, improved technologies leading to increased use of spinal fusion procedures, favorable patient demographics, disruptive technologies driving earlier interventions and creating an expanded patient base and shift to ambulatory surgery centers. We believe we are well-positioned to take advantage of these industry dynamics with our differentiated technologies. Our commercial sales organization and relationships with surgeons and key opinion leaders have also been instrumental to our ability to capitalize on these industry dynamics. Our sales management team maintains relationships with a network of over 200 independent distributors and over 400 surgeons across more than 500 hospitals and ambulatory surgery centers. We generated total revenue of $95.9 million and $90.8 million in the years ended December 31, 2019 and 2018, respectively, representing an annual growth rate of 5.7%, and $42.7 million and $46.1 million for the six months ended June 30, 2020 and 2019, respectively, representing a decrease of 7.3%. Our net losses for the years ended December 31, 2019 and 2018 were $42.8 million and $45.8 million, respectively, and $21.5 million and $25.4 million for the six months ended June 30, 2020 and 2019, respectively. Additionally, we generated revenue from our Featured Products of $83.0 million and $71.4 million in the years ended December 31, 2019 and 2018, respectively, representing an annual growth rate of 16.2%, and $38.3 million and $39.2 million for the six months ended June 30, 2020 and 2019, respectively, representing a decrease of 2.5%. The decrease in revenue for the six months ended June 30, 2020 was primarily the result of the largely government imposed delay in elective spine surgery procedures in an attempt to free up medical resources to address the Coronavirus Disease 2019 ( COVID-19 ) pandemic. For additional details regarding our product revenue by product category, see Business Our Technology Portfolio. Table of Contents Our Competitive Strengths Our executive team has extensive experience in the spine industry, which, coupled with the following competitive strengths, has been instrumental in our success thus far and we believe will continue to be so in the future: Comprehensive proprietary product portfolio led by disruptive and differentiated technologies. We have achieved significant commercial success with our established product portfolio as well as with recent launches of innovative technologies that are disruptive and differentiated. For example, our proprietary MIS Ultra technologies have been designed to provide significant advantages to surgeons and patients when compared to other traditional fusion and fixation products, including reduced trauma to muscles and soft tissues, less blood loss, shorter procedure time, reduced hospitalization and faster patient recovery. Culture of innovation promotes consistent development and commercialization of disruptive technologies. We have an established culture of innovation that has enabled us to design, develop and commercialize 15 systems representing more than 850 products and biologics since 2016. In 2019, products launched in the prior three years represented 20.2% of total revenue for the year ended December 31, 2019. We have consistently strengthened our pipeline with novel systems and products and disruptive technologies that appeal to the evolving needs of the markets we serve. We work closely with thought-leading surgeons and scientific advisors throughout the development process to refine our systems and products and in doing so seek to ensure they are addressing patients and surgeons needs appropriately. MIS focused, which serves one of the fastest growing segments of the spine surgery market. Our Company is largely focused on the MIS segment of the overall spine surgery market. Within MIS, we have innovated our offerings with the MIS Ultra branded products, which have the potential to further disrupt the MIS segment. The MIS segment is one of the fastest growing spine surgery segments and is expected to take market share over time. Our differentiated MIS Ultra technologies are designed to enhance spine surgery procedures and patient outcomes by reducing trauma to the muscles and soft tissues, which can result in reduced blood loss as well as allow for smaller incisions, shorter procedure time, reduced hospitalization and faster patient recovery as compared to conventional options. Further, we believe our MIS Ultra technologies reduce the need for intra-operative x-rays, through a design that allows for fewer passes by neural structures. Focus on products that are well-suited for ambulatory surgery centers. Our differentiated technologies benefit from the shift towards spine surgery procedures being performed at ambulatory surgery centers. Furthermore, MIS procedures are preferred spine surgery procedures in the ambulatory surgery center setting. According to a Bain & Company report published in 2019, approximately 10% of all spine surgery procedures performed in 2018 in the U.S. were performed in ambulatory surgery centers, and by the mid-2020s, approximately 30% of all spine surgery procedures in the U.S. are expected to be performed in ambulatory surgery centers. We are well-positioned to take advantage of these trends with our MIS Ultra technologies. MIS Ultra technologies improve surgical workflow and entail fewer and smaller instruments. They also allow surgeons to be less dependent on navigation tools and robotics, which require significant investment and have limited availability in ambulatory surgery centers. These factors give our MIS Ultra technologies a competitive edge in the ambulatory surgery center setting. Our product portfolio is supported by a robust IP portfolio. Our comprehensive product portfolio and innovative product pipeline are supported by extensive intellectual property, both in the U.S. and select markets across the world. As of September 30, 2020, we had approximately 316 issued patents and 50 pending patents in the U.S. and approximately 97 issued patents and 50 pending patents in other parts of the world. Outsourced manufacturing and independent distribution allow us to scale and innovate with lower fixed costs. We operate our manufacturing process under an asset-light business model by outsourcing the Table of Contents production of our products, instruments and biologics. This allows us to focus our resources on innovation and efficiently scale our business with new disruptive technologies, without incurring fixed manufacturing costs. We work closely with our manufacturing partners to monitor the quality and safety of our products and to anticipate and meet the requirements of our customers. For our commercialization efforts, we operate through a combination of a sales management team and sales specialists and a network of independent distributors, which allows us to cover a broad geographic footprint with modest fixed sales and marketing expenses. We believe that the combination of outsourced manufacturing and an independent distribution network allows us to focus our efforts and resources on our core areas of expertise namely the design, development and commercialization of our differentiated products and disruptive technologies with the ability to access and serve customers throughout our marketplace. Seasoned management team with extensive leadership experience in the spine industry. Our leadership team has extensive experience in the spine industry with over 100 years of collective industry experience. As of June 30, 2020, we had approximately 120 employees. Our approach with people is similar to our product strategy we prioritize having a lean structure, adding employees only when necessary. We emphasize having a strong and knowledgeable team with a passion for innovation. We encourage all employees to attend our training programs, including our proprietary Spine IQ Core Education program, where sessions cover spine surgery terminology and basic spine anatomy. Our Strategy Our Company and employees have defined objectives that allow us to deliver an innovative and broad suite of systems, products and technologies to surgeons and patients. We believe the execution of the below strategies will allow us to continue growing and strengthening our business: Leverage disruptive technologies to continue attracting leading surgeons. We prioritize relationships with surgeons, both in the development and deployment of our products. We continuously gather feedback from surgeons on our current product offerings and product pipeline to accelerate the pace of innovation and strengthen our presence in a competitive spine surgery market. We believe that surgeons are attracted to our products and pipeline because they have the potential to meaningfully improve surgical workflow and benefit their patients. Continue to provide a comprehensive and innovative product portfolio to serve surgeon and patient needs. Our comprehensive product portfolio consists of well-established, innovative hardware products and biologics which promote healing and recovery. Given our broad suite of systems, products and technologies, we believe we can maximize revenue by capturing a large portion of surgeons product needs through cross-selling. Additionally, we believe that our new and disruptive technologies will generate surgeon interest, which will in turn drive demand for our other products as surgeons and healthcare providers tend to prefer having fewer, but more comprehensive, suppliers. Drive product innovation through new product development and further enhancements to existing Featured Products. We have a proven history of designing, developing and commercializing new technologies in the spine surgery market. For over 15 years, we have focused on developing products and technologies with advanced design and using high-performance materials, expanding our product portfolio through the addition of the right products and supporting our organization and infrastructure. Throughout that time, we have had a first to market culture, demonstrated by our ability to innovate and launch novel products and disruptive technologies, such as using PEEK as a material for interbody systems and applying our proprietary Ti-Bond titanium porous coating onto PEEK interbody devices. We believe we are the first company to receive FDA clearance for an interbody device as well as the first to launch a stand-alone cervical device, Mosaic. Additionally, we are focused on increasing the penetration of our recently launched systems and products, while continuing to work on new product innovation and Table of Contents enhancing our existing technologies. We intend to continue surrounding our core differentiated technologies with supportive adjacent products and services to provide a complete suite of systems, products and technologies. Collect real-world clinical evidence to support our innovative technologies. We are planning to gather real-world clinical evidence to support further adoption of our differentiated technologies. We plan to share such data analyses through scientific publications and presentations to the spine surgery medical community. This will bring increased awareness of our products and technologies, which we believe will ultimately attract more surgeon and patient interest. We have already conducted comprehensive biomechanical testing for the Karma Fixation System, which we plan to supplement with multiple studies on its clinical performance. We plan to conduct studies on the Katana Lateral Access System focused on surgical efficiency and post-operative pain. We believe such studies will result in increased penetration of our products among the surgeon community. Continue to deepen surgeon partnerships through education, training and collaboration programs. We focus on further strengthening our relationships with thought-leading surgeons and scientific advisors through education, training and collaborations. We believe that our strong relationships with thought-leading surgeons and scientific advisors have helped, and will continue to help, us adopt and promote our products and technologies. We also invest extensively in surgeon education and training programs that allow surgeons to stay up-to-date with current surgical techniques and enhance their skillset. In cultivating relationships with new surgeons, we encourage their attendance at our cadaver labs, where they can gain hands-on experience with our products after preliminary education. Through our relationships with surgeons, we are also able to offer them an opportunity to collaborate in our product development process. We encourage their feedback throughout our education and training sessions. During the year ended December 31, 2019, we sponsored approximately 41 programs with over 70 surgeons, fellows and residents participating. Grow our commercial footprint and continue to improve productivity while strengthening independent distributor relationships. Our sales management team and sales specialists support commercial efforts in the U.S. through a network of independent distributors. We ensure that our sales management team, which has a strong command of our technologies, shares their expertise with our distributor representatives. We focus on developing this knowledge base to enhance our relationships with surgeons, hospitals and other healthcare organizations and to help us appropriately manage and address their needs and requirements. We plan to expand our sales management and sales specialist teams as needed in order to continue growing in the U.S. and to support our planned expansion outside of the U.S. We are continuously improving the productivity of our sales management and sales specialist teams by delineating their responsibilities and designing appropriate incentive structures. Our sales management team members are assigned specific regions and tasked with driving business alongside independent distributors which fall within their region. Their performance evaluation is tied to quantifiable metrics including monthly, quarterly, and annual sales quotas with a portion of their compensation tied to revenue performance. We have recently increased our focus on expanding our independent distributor and surgeon networks to support our growth initiatives. Expand our international presence. We currently sell some of our products internationally, primarily in Mexico, Brazil and Australia. While maintaining our strong presence in the U.S., we plan to further expand our global independent distribution network. We have begun initiating registrations of our products in multiple international geographies, focusing on key markets where we plan to expand. Our Sponsor Kohlberg & Co., L.L.C. ( Kohlberg ) is a New York-based private equity firm founded in 1987. Kohlberg has over thirty years of experience partnering with management teams to execute transformational strategies Table of Contents enabling middle market companies to enhance business efficiency, breadth, growth and scale. Kohlberg has raised nine private equity funds since inception, totaling over $10 billion in aggregate commitments, and has successfully completed 81 platform investments and approximately 200 add-on acquisitions. Prior to the completion of this offering and after giving effect to the recapitalization described elsewhere in this prospectus, certain investment funds affiliated with Kohlberg (the Kohlberg Funds ) will beneficially own approximately 87% of the outstanding shares of our common stock. Following the completion of this offering, assuming we sell the number of shares of our common stock set forth on the cover page of this prospectus and after giving effect to the recapitalization described elsewhere in this prospectus, but excluding the shares of our common stock that the Kohlberg Funds purchase in the Private Placement (as defined herein), the Kohlberg Funds will beneficially own approximately 56% of the outstanding shares of our common stock (or approximately 53% of the outstanding shares of our common stock if the underwriters exercise their option to purchase additional shares in full). Assuming the Kohlberg Funds purchase 6,000,000 shares of our common stock in the Private Placement, the Kohlberg Funds will beneficially own approximately 65% of the outstanding shares of our common stock (or approximately 63% of the outstanding shares of our common stock if the underwriters exercise their option to purchase additional shares in full). As a result, we will be a controlled company under the corporate governance standards of Nasdaq Stock Market, Inc. (the Nasdaq Stock Market ), and the Kohlberg Funds will have the ability to control all major corporate decisions. See Management Status as a Controlled Company and Risk Factors Risks Related to this Offering and Ownership of Our Common Stock Because the Kohlberg Funds will beneficially own a significant percentage of our common stock, they will have the ability to control all major corporate decisions and their interests may conflict with your interests as an owner of our common stock and those of the company. Additionally, certain of our indebtedness that will be repaid in connection with this offering is guaranteed by an affiliate of Kohlberg. Five of our directors, Messrs. Anderson, Frieder, Woodward and Jennings and Ms. Kalenka, as well as one of our director nominees, Ms. Raczynski, are partners or employees of Kohlberg. See Management Executive Officers and Directors. Recent Developments Third Quarter Ended September 30, 2020 We are in the process of finalizing our financial results for the three and nine months ended September 30, 2020. Based on available information to date, we expect to report total revenue for the three months ended September 30, 2020 of between $23.5 million and $23.9 million, compared to $23.8 million for the three months ended September 30, 2019. Additionally, we expect to report revenue from our Featured Products for the three months ended September 30, 2020 of between $21.5 million and $22.0 million, compared to $20.7 million for the three months ended September 30, 2019. Based on available information to date, we expect to report total revenue for the nine months ended September 30, 2020 of between $66.2 million and $66.6 million, compared to $69.8 million for the nine months ended September 30, 2019. Additionally, we expect to report revenue from our Featured Products for the nine months ended September 30, 2020 of between $59.8 million and $60.2 million, compared to $59.9 million for the nine months ended September 30, 2019. Our unaudited consolidated financial data for the three and nine months ended September 30, 2020 presented above within a range are preliminary, based upon our estimates and subject to completion of our financial closing procedures. All of the data presented above have been prepared by and are the responsibility of management. Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has not audited, reviewed, compiled or performed any procedures, and does not express an opinion or any other form of assurance with respect to any of such data. This summary is not a comprehensive statement of our financial results for the period and our actual results may differ materially from these estimates as a result of the completion of our financial closing procedures, final adjustments and other developments that may arise between now and the time the financial results for this period are finalized. Table of Contents Risks Related to Our Business Our ability to implement our business strategy is subject to numerous risks that you should be aware of before making an investment decision. These risks are described more fully in the section of this prospectus entitled Risk Factors, immediately following this prospectus summary. These risks include the following, among others: We have incurred losses in the past, expect to incur losses in the future and may be unable to achieve or sustain profitability in the future. We may be unable to generate sufficient revenue from the sales of our products to achieve and sustain profitability and our financial condition raises substantial doubt as to our ability to continue as a going concern. We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, our stock price and ability to access the capital markets in the future. We might need to raise additional capital in the future to fund our existing commercial operations, develop and commercialize new products and technologies and expand our operations. Our indebtedness could adversely affect our financial condition. As of June 30, 2020, we had total long-term debt of $152.2 million and total short-term debt of $20.0 million, which has been under a forbearance agreement since July 2018. We intend to consummate a debt refinancing in connection with this offering, but there can be no assurances that the final terms of the debt refinancing will be favorable to us. See Management s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Refinancing of First Lien Credit Facilities and Second Lien Notes and Description of Certain Indebtedness. We operate in a very competitive business environment and if we are unable to compete successfully against our existing or potential competitors, our business, financial condition and results of operations may be adversely affected. Our long-term growth depends on our ability to market, sell and improve our existing products and technologies, commercialize our existing products and products in development and develop new products and technologies through our research and development efforts, and if we fail to do so, we may not be able to increase our market share in the spine surgery market. The ongoing global outbreak of COVID-19 has adversely affected, and may continue to adversely affect, our business, financial condition and results of operations. Specifically, the COVID-19 pandemic has resulted in patients delaying or foregoing non-urgent spine surgery procedures either by choice or by government mandate, which has had a significant impact on our operations in the form of a decrease in revenue and cash flows. We may be unable to successfully demonstrate to surgeons or key opinion leaders the merits of our products and technologies compared to those of our competitors, which may make it difficult to establish our products and technologies as a standard of care and achieve market acceptance. If we are unable to persuade hospitals, ambulatory surgery centers and other healthcare facilities to approve the use of our products, our sales may decrease. If the quality of our products and technologies does not meet the expectations of surgeons or patients, then our brand and reputation could suffer and our business could be adversely impacted. We lack published long-term data supporting superior clinical outcomes enabled by our products or technologies, which could negatively impact our sales, and we may not generate sufficient revenue to achieve and sustain profitability. Table of Contents Industry trends have resulted in increased downward pricing pressure on medical services and products, which may affect our ability to sell our products at prices necessary to support our current business strategy. If the coverage and reimbursements for procedures using our products are inadequate or if payments are denied altogether, adoption and use of our products and the prices paid for our products may decline, which could have a material adverse effect on our business, financial condition or results of operations. The size and future growth in the market for our products and technologies has not been established with precision and may be smaller than we estimate, possibly materially. We rely on a network of distributors to market, sell and distribute our products, and if we are unable to maintain and expand our network of independent distributors, we may be unable to generate anticipated sales. We are dependent on a limited number of third-party suppliers, some of them single-source and some of them in single locations, for most of our products and components, and the loss of any of these suppliers, or their inability to provide us with an adequate supply of materials in a timely and cost-effective manner, could have a material adverse effect on our business, financial condition and results of operations. We rely on third-party contract manufacturers to machine and assemble our products, and a loss or degradation in performance of these contract manufacturers could have a material adverse effect on our business, financial condition and results of operations. Our products and operations are subject to extensive government regulation and oversight both in the U.S. and abroad, and our failure to comply with applicable requirements could have a material adverse effect on our business, financial condition or results of operations. We may not receive the necessary regulatory clearances or approvals for our future products, and failure to timely obtain necessary regulatory clearances or approvals for our future products would adversely affect our ability to grow our business. If we are unable to adequately protect our intellectual property rights, or if we are accused of infringing on the intellectual property rights of others, our competitive position could be harmed or we could be required to incur significant expenses to enforce or defend our rights. Implications of Being an Emerging Growth Company and a Smaller Reporting Company We qualify as an emerging growth company (an EGC ) as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the JOBS Act ). As an EGC, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include, but are not limited to: being permitted to present only two years of audited financial statements and only two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus; not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the Sarbanes-Oxley Act ); reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements, including in this prospectus; and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions until we are no longer an EGC. We will cease to be an EGC on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of Table of Contents $1.07 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the last day of the fiscal year in which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission (the SEC ). We may choose to take advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock. In addition, the JOBS Act provides that an EGC can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an EGC to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an EGC or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our audited and unaudited consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We are also a smaller reporting company, as defined in Item 10(f)(1) of Regulation S-K. We may continue to be a smaller reporting company after this offering if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an EGC, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. Status as a Controlled Company Following the completion of this offering, assuming we sell the number of shares of our common stock set forth on the cover page of this prospectus and after giving effect to the recapitalization described elsewhere in this prospectus, but excluding the shares of our common stock that the Kohlberg Funds purchase in the Private Placement, the Kohlberg Funds will beneficially own approximately 56% of the outstanding shares of our common stock (or approximately 53% of the outstanding shares of our common stock if the underwriters exercise their option to purchase additional shares in full). Assuming the Kohlberg Funds purchase 6,000,000 shares of our common stock in the Private Placement, the Kohlberg Funds will beneficially own approximately 65% of the outstanding shares of our common stock (or approximately 63% of the outstanding shares of our common stock if the underwriters exercise their option to purchase additional shares in full). As a result, the Kohlberg Funds will hold shares of our common stock representing a majority of the voting power for the election of our directors and we will be a controlled company under the corporate governance standards of the Nasdaq Stock Market. As a controlled company, we will be exempt from certain of the Nasdaq Stock Market corporate governance requirements, including the requirements that (i) a majority of our board of directors consists of independent directors, as defined under the Nasdaq Stock Market listing rules; (ii) that the compensation of our executive officers be determined, or recommended to the board of directors for determination, by majority vote of the independent directors or by a compensation committee comprised solely of independent directors; and (iii) that director nominees be selected, or recommended to the board of directors for selection, by majority vote of the independent directors or by a nominating and corporate governance committee comprised solely of independent directors. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq Stock Market corporate governance requirements. In the event that we cease to be a controlled company, we will be required to comply with these provisions within the transition periods specified in the Nasdaq Stock Market corporate governance standards. See Management Status as a Controlled Company. Table of Contents Corporate Background and Information Spinal Elements Holdings, Inc., previously known as KAMD Holdings, Inc., was incorporated by Kohlberg in March 2016 in Delaware for the purpose of acquiring Amendia, Inc. ( Amendia ), a Georgia-based medical device company focused on spine surgery procedures. Subsequently, Spinal Elements Holdings, Inc., in 2017, through Amendia, acquired Spinal Elements, Inc. ( Original Spinal Elements ). We refer to the acquisition of Amendia as the Initial Acquisition and to the acquisition of Original Spinal Elements and the associated integration of the companies as the Combination. The Initial Acquisition was financed with the proceeds from the term loan and the Second Lien Notes (as defined herein) and the Combination was financed with the proceeds from the issuance of Series B preferred stock. See Management s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Existing Indebtedness First Lien Credit Facilities and Management s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Existing Indebtedness Second Lien Notes for more information about our existing indebtedness. Following the Combination, we adopted the Original Spinal Elements corporate identity, branding and management team. Original Spinal Elements was founded in Carlsbad, California as Quantum Orthopedics in November 2003 by an executive team that included Jason Blain, our President and Chief Executive Officer, and Steve McGowan, our Chief Financial Officer. In 2006, it changed its name to Spinal Elements, Inc. to reflect its focus on spine surgery technologies and began commercializing its products under the Spinal Elements brand. Over the next decade, Original Spinal Elements developed, launched and commercialized multiple systems, including the Sapphire Anterior Cervical Plate System, the Mercury Classic Spinal System, the Mercury MIS Spinal System and the Magnum Stand-Alone No Profile ALIF System, which it had continually complemented with a robust pipeline of innovative products. Additionally, in parallel with the commercialization of these systems, it advanced a number of disruptive technologies that remain part of our product portfolio today. The Combination allowed us to have a larger footprint and broader product portfolio, including the OmegaLIF Posterior Oblique Access and Interbody Device Implant System and the Overwatch Spine System, which all originated from Amendia and were integrated into our product portfolio following the Combination, as well as a more complete biologics portfolio, and resulted in our ability to offer a more complete suite of systems, products and technologies to surgeons and patients. Further, since the Combination, we have ramped up the design, development and commercialization of our product portfolio. We have introduced and launched multiple new systems, products and technologies, including the Karma Fixation System, the Katana Lateral Access System, the Overwatch Spine System, the Lucent XP Expandable Interbody Device System, the Ceres Cervical Plate System and the Clutch ISP Posterior Fixation System. The integration of Original Spinal Elements and Amendia, which included merging and consolidating the two sets of product portfolios, integrating customer relationships into a cohesive commercial strategy, and centralizing corporate functions and operations into our Carlsbad headquarters was substantially completed in the first half of 2019. In June 2019, in connection with an internal reorganization and the finalization of the Combination, we sold all real and personal property, other than certain products and equipment, from Amendia s manufacturing facility located in Marietta, Georgia (the Marietta Facility ), and outsourced all products that were manufactured at that facility to third-party manufacturers. Additionally, after completing the internal reorganization and the Combination, effective December 31, 2019, we converted Amendia from a Georgia corporation to a Delaware corporation and merged Original Spinal Elements with and into Amendia, with Amendia remaining as the surviving company, which was renamed Spinal Elements, Inc. Our principal executive offices are located at 3115 Melrose Drive, Suite 200, Carlsbad, California 92010 and our telephone number is (877) 774-6255. Our website address is http://www.spinalelements.com. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this prospectus. We have included our website address as an inactive textual reference only. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001810031_freeline_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001810031_freeline_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e8a2d73aff0224122e102f6da78a2b96366851a4
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001810031_freeline_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in our ADSs, and we urge you to read this entire prospectus carefully, including the Risk Factors, Business and Management s Discussion and Analysis of Financial Condition and Results of Operations sections and our consolidated financial statements and notes to those statements, included elsewhere in this prospectus, before making an investment decision. Our Business Overview We are a clinical-stage, fully integrated, next generation, systemic AAV-based gene therapy company with the ambition of transforming the lives of patients suffering from inherited systemic debilitating diseases. We aim to deliver one-time gene therapy treatments that provide functional cures through permanently sustained physiological protein levels, leveraging the high expression enabled by our proprietary gene therapy platform. Our initial focus is on developing treatments for monogenic diseases with high unmet need. We are a fully-integrated biotechnology company with internal expertise and capability across the value chain in gene therapy, including expression platform, research, manufacturing, clinical development and commercialization. Our pipeline includes two programs in the clinic and two late-stage preclinical product candidates, as well as research programs targeting novel applications for systemic gene therapy, for which we have, through owned and in-licensed intellectual property rights, development and worldwide commercial rights. Our differentiated platform uses our proprietary, rationally designed adeno-associated virus, or AAV, capsid, which we refer to as AAVS3. We have optimized our capsid to preferentially deliver a therapeutic gene of interest to the human liver, and thereby to cause the expression of the necessary protein to address a targeted disease. AAVS3 was developed at University College London, or UCL, by a team led by our founder, Prof. Amit Nathwani. In preclinical settings, the AAVS3 capsid has been observed to have significantly higher transduction efficiency in human liver cells as compared to wild-type AAV serotypes used in many other gene therapy programs, including AAV5, AAV6, AAV8 and others. We are able to further enhance the potency of our AAVS3 vector platform through our advanced chemistry, manufacturing and controls, or CMC, capabilities, which include proprietary manufacturing processes and analytic methods. We believe the combination of our proprietary capsid and our powerful CMC platform allows us to produce gene therapy product candidates that have the potential to drive higher levels of protein expression than comparable programs have demonstrated in the clinic to date. We have invested a significant amount of time and resources in developing proprietary and optimized assays and CMC processes that we believe help us to produce high quality product candidates. Today, we have a scaled manufacturing process which we believe has the ability to consistently and efficiently produce gene therapy product candidates at commercial scale and competitive cost. As a result of the differentiated potency of our platform, we are able to administer our product candidates at lower doses for a given level of protein expression, with potential benefits in safety and cost of goods. This advantage also gives us the opportunity to address conditions that are not currently amenable to gene therapy because of the high levels of protein expression required to treat such diseases. Our current pipeline programs target hemophilia A and hemophilia B as well as the lysosomal storage disorders, or LSDs, Fabry disease and Gaucher disease. Our most advanced product candidate, FLT180a for the treatment of hemophilia B, is being evaluated in a Phase 1/2 dose-finding clinical trial in adult males, and preliminary clinical data to date has shown its potential to provide patients with sustained normal Factor IX, or FIX, activity levels following a one-off treatment. We recently reported updated data as of June 15, 2020 from the Phase 1/2 B-AMAZE clinical trial of FLT180a for the treatment of hemophilia B at the 2020 International Society on Thrombosis and Hemostasis Congress, or ISTH 2020. We plan to report Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED AUGUST 3, 2020 PRELIMINARY PROSPECTUS 7,352,941 American Depositary Shares Freeline Therapeutics Holdings plc (incorporated in England and Wales) Representing 7,352,941 Ordinary Shares We are offering 7,352,941 American Depositary Shares, or ADSs. Each ADS represents one ordinary share. The ADSs may be evidenced by American Depositary Receipts, or ADRs. This is the initial public offering of our ADSs. All of the ADSs are being sold by us. Prior to this offering, there has been no public market for our ADSs or ordinary shares. It is currently estimated that the initial public offering price per ADS will be between $16.00 and $18.00. We have applied to list our ADSs on The Nasdaq Global Select Market under the symbol FRLN . Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in our ADSs involves a high degree of risk. Before buying any ADSs, you should carefully read the discussion of material risks of investing in our ADSs in Risk Factors beginning on page 19 of this prospectus. We are an emerging growth company and a foreign private issuer as defined under the U.S. federal securities laws and, as such, will be subject to reduced public company reporting requirements. See Prospectus Summary Implications of Being an Emerging Growth Company and a Foreign Private Issuer for additional information. Per ADS Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $ (1) We have agreed to reimburse the underwriters for certain expenses. See Underwriting for additional information regarding underwriting compensation. We have granted the underwriters an option to purchase up to 1,102,941 additional ADSs from us at the initial public offering price less the underwriting discount. The underwriters may exercise this option at any time within 30 days after the date of the final prospectus. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will be $ . The underwriters expect to deliver the ADSs to purchasers on or about , 2020. At our request, the underwriters have reserved up to 367,647 ADSs, or 5% of the ADSs offered pursuant to this prospectus, for sale at the initial public offering price per ADS through a directed share program to directors, officers, employees and certain other individuals associated with us. See Underwriting for additional information. J.P. Morgan Morgan Stanley Evercore ISI Wedbush PacGrow The date of this prospectus is , 2020. Table of Contents PRESENTATION OF FINANCIAL AND OTHER INFORMATION All references in this prospectus to U.S. dollars, dollars or $ are to the U.S. dollar. All references to pounds or are to pounds sterling. Financial Statements The accompanying consolidated financial statements have been prepared on the accrual basis of accounting and include the accounts of the Company and its subsidiaries. On April 3, 2020, Freeline Therapeutics Holdings plc was incorporated under the laws of England and Wales to become the ultimate holding company for Freeline Therapeutics Limited pursuant to our corporate reorganization. See Corporate Reorganization. The accompanying historical financial statements have not been retroactively adjusted to reflect our corporate reorganization. Prior to this offering, Freeline Therapeutics Holdings plc has only engaged in activities incidental to its formation, the corporate reorganization and this offering. Accordingly, a discussion and analysis of the results of operations and financial condition of Freeline Therapeutics Holdings plc for the period of its operations prior to the corporate reorganization would not be meaningful and are not presented. We have historically conducted our business through Freeline Therapeutics Limited and its subsidiaries, and therefore our historical consolidated financial statements present the consolidated results of operations of Freeline Therapeutics Limited. All significant intercompany balances and transactions have been eliminated in consolidation. Following the corporate reorganization, the historical consolidated financial statements of Freeline Therapeutics Holdings plc will be retrospectively adjusted to include the historical financial results of Freeline Therapeutics Limited for all periods presented. We maintain our books and records in pounds sterling, our results are subsequently converted to U.S. dollars and we prepare our consolidated financial statements in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, as issued by the Financial Accounting Standards Board, or FASB. Unless otherwise indicated, certain pounds sterling amounts contained in this prospectus have been translated into U.S. dollars at the rate of $1.3269 to 1.00, which was the noon buying rate of the Federal Reserve Bank of New York on December 31, 2019, the last business day of the year ended December 31, 2019. The financial information contained in this prospectus includes our consolidated financial statements at and for the years ended December 31, 2018 and 2019 and consolidated financial statements for Freeline Therapeutics Holdings Limited (which subsequently re-registered as Freeline Therapeutics Holdings plc), each of which have been audited by Deloitte LLP, as stated in their reports included elsewhere in this prospectus. Our fiscal year ends December 31. References in this prospectus to a fiscal year, such as fiscal year 2019, relate to our fiscal year ended on December 31 of that calendar year. This financial information should be read in conjunction with Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements, including the notes thereto, included elsewhere in this prospectus. Market, Industry and Other Data Market data and certain industry forecast data used in this prospectus were obtained from internal reports and studies, where appropriate, as well as estimates, market research, publicly available information (including information available from the U.S. Securities and Exchange Commission website) and industry publications. Industry publications generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Similarly, internal reports and studies, estimates and market research, which we believe to be reliable and accurately extracted by us for use in this prospectus, have not been independently verified. However, we believe such data is accurate and agree that we are responsible for the accurate extraction of such information from such sources and its correct reproduction in this prospectus. Table of Contents further data from this trial in due course, and to commence a planned pivotal clinical trial in 2021, subject to agreement with regulatory authorities. The diseases we address in our first four programs are all currently primarily managed with factor replacement therapies, or FRTs, or enzyme replacement therapies, or ERTs. These current methods of treatment do not provide sustained normalization of protein levels and, as a result, require burdensome lifelong recurrent intravenous infusions. We believe that our gene therapy product candidates, which are designed to deliver permanently sustained protein levels that constitute functional cures, have the potential over time to generate improved clinical outcomes for patients with these diseases. If achieved, this would provide us clear differentiation from existing therapies as well as from other gene therapies currently in development for these indications. Our gene therapy product candidates target the liver in order to cause the production of proteins that are released in the bloodstream at levels sufficient to have a therapeutic benefit. Since we use our proprietary AAVS3 capsid in all of our current programs, we believe that the modularity of our platform will allow the development of each product candidate to inform the next one, and that our preclinical programs for Gaucher disease and hemophilia A will therefore benefit from the learnings of our more advanced product candidates. We believe that each of our first four programs represents an attractive commercial opportunity and, taken together, provide the basis for a strategic platform in gene therapy for rare diseases. Our candidates cover markets which are already developed, yet have established unmet medical needs, thus minimizing the need for expensive market development activities and potentially facilitating the adoption of our product candidates, if approved. We believe the potential of our platform to provide functional cures could deliver a differentiated value proposition for health care providers and payors by eliminating the need to pay for continued FRT or ERT in our treated patients. Our indications are treated by highly specialized physicians, requiring a relatively small and efficient sales and medical affairs infrastructure. Hemophilia A and hemophilia B are often treated by the same physicians, and there is also significant overlap in the physicians and centers addressing hemophilia as well as Fabry disease and Gaucher disease. Our founders and senior executives are leaders in gene therapy, rare diseases and AAV biology, and we are affiliated with leading scientific and medical institutions in the field of gene therapy for rare diseases, including UCL and The Royal Free Hospital, or the RFH. Our founder, Clinical and Scientific Adviser and board director, Prof. Amit Nathwani, is a senior faculty member and clinical investigator at UCL and director of the hemophilia center at the RFH. He developed the first successful liver-directed AAV gene therapy for hemophilia B, which led to two New England Journal of Medicine publications (published in 2011 and 2014) and has produced sustained and durable FIX levels in patients that have lasted over nine years. Prof. Nathwani s research team at UCL developed our proprietary AAVS3 capsid, as well as other critical elements of our gene therapy platform. We were founded by Syncona Limited, or Syncona, a leading healthcare investment company focused on founding, building and funding global leaders in life sciences. Chris Hollowood, the Chief Investment Officer of Syncona Investment Management Limited, part of the Syncona group, and founder of all four of Syncona s gene therapy companies, also serves as the Chairman of our board of directors. Our international team of over 200 employees has relevant expertise from prior experience in gene therapy and rare disease companies, academic research laboratories, global contract research organizations and professional services organizations. With operations in key biotechnology centers in the U.S., the U.K. and Germany, we have access to the global talent pool necessary to continue to grow and develop our organization. Our Platform Our modular, liver-directed AAV gene therapy platform is designed to address many of the limitations commonly seen in AAV gene therapies, including insufficient efficacy, protein expression levels below the normal range, and limited durability. We aim to address these limitations through our enhanced product construct, underpinned by AAVS3, our rationally designed capsid with heightened efficiency in transducing hepatocytes, as well as our proprietary promoters and expression cassettes, which seek to optimize each element of the transgene. Table of Contents This prospectus also contains estimates, projections and other information concerning our industry, our business, and the markets for our product candidates. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from our own internal estimates and research as well as from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. See Special Note Regarding Forward-Looking Statements for more information. In addition, assumptions and estimates of our and our industry s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled Risk Factors. These and other factors could cause our future performance to differ materially from our assumptions and estimates. Rounding We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. Trademarks, Service Marks and Trade Names We own various trademark registrations and applications, and unregistered trademarks, including Freeline and our corporate logo. All other trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders. Solely for convenience, the trademarks and trade names in this prospectus may be referred to without the and symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend to use or display other companies trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Corporate Reorganization Unless otherwise indicated or the context otherwise requires, all references in this prospectus to the terms Freeline, Freeline Therapeutics, the company, we, us and our refer to (i) Freeline Therapeutics Limited and its subsidiaries, prior to the execution of the Share Exchange Agreement dated June 27, 2020 between (among others) Freeline Therapeutics Holdings Limited and Freeline Therapeutics Limited, (ii) Freeline Therapeutics Holdings Limited and its subsidiaries after the execution of the Share Exchange Agreement dated June 27, 2020 between (among others) Freeline Therapeutics Holdings Limited and Freeline Therapeutics Limited and prior to the re-registration of Freeline Therapeutics Holdings Limited as a public limited company and (iii) Freeline Therapeutics Holdings plc and its subsidiaries after the re-registration of Freeline Therapeutics Holdings Limited as a public limited company. We refer to the transactions comprising such corporate reorganization as described under Corporate Reorganization as our corporate reorganization. See Corporate Reorganization for more information. Table of Contents The three main elements of our platform include: Capsid and Promoter: Our proprietary, rationally designed capsid, AAVS3, is more efficient in the transduction of liver cells as compared to wild-type AAV serotypes. We believe the expression capability of our platform will allow us to address diseases that require relatively high protein levels such as Fabry disease and Gaucher disease, as well as systemic inflammatory and immune disorders, in a way that may not be possible to achieve through simple dose escalation with wild-type AAV capsids. In addition, for a given level of required expression, we believe the potency of our product candidates allows for a lower dose, which we believe can enhance the tolerability of our product candidates. Research tools and capabilities: Expression cassettes utilized in our product candidates are tailor-made to meet each defined clinical need, taking into account vector quality, tissue targeting, stability, and specific activity requirements. Our vector design team uses our extensive in-house research and analytic capabilities, as well as protein engineering approaches, to generate libraries of codon optimized sequences and novel promoters and enhancers. These can be combined to produce expression cassette candidates that drive the necessary protein levels and optimized protein activity, and can be efficiently manufactured by our CMC platform. Manufacturing: Our CMC platform, which includes our proprietary manufacturing processes and related analytics, contributes to the potency and the safety profile of our product candidates. We manufacture all of our product candidates using our proprietary split-plasmid system running in the iCELLis adherent mammalian cell production system. This has, in our view, the potential to provide higher quality constructs than insect cell or mammalian suspension systems by packaging less unwanted host-cell DNA into the capsids and allowing better control of the so-called full/empty ratio. We use a set of proprietary analytic methods, including long-read next generation sequencing, or LR-NGS, to provide what we believe to be an industry-leading capability to visualize and quantify the actual contents of our capsids to ensure optimization of the vector integrity and safety of our product candidates. We believe that our liver-directed AAV gene therapy platform has the potential to develop functional cures for the diseases addressed by our clinical programs. In addition, the transduction efficiency of our AAVS3 vector observed to date in our hemophilia B and Fabry disease human studies suggests that our gene therapy platform may be able to address indications that require high levels of protein expression to achieve a therapeutic benefit. As a result, we believe our platform has the potential to expand the current reach of gene therapy and to develop one-time treatments for indications beyond the well-known monogenic diseases targeted by many current gene therapy clinical programs, including our current pipeline. Table of Contents Our Pipeline Our current pipeline consists of four gene therapy product candidates as summarized in the table below. Beyond these programs, we also have research programs in novel indications for systemic gene therapy which harness the high expression potential of our platform. (1) In the research stage, we conduct in vitro and in vivo preclinical studies to evaluate different product candidates to select those with the best tolerability and potency profiles. (2) In the IND enabling studies stage, we conduct preclinical in vivo studies in disease-specific mouse models and good laboratory practice, or GLP, toxicity studies and generate the CMC information and analytical data required for an investigational new drug, or IND, submission to the FDA or for a clinical trial authorization, or CTA, submission to the EMA. (3) Owned and in-licensed intellectual property rights. Our Lead Gene Therapy Product Candidate: FLT180a for the Treatment of Hemophilia B FLT180a is an investigational gene therapy medicinal product candidate, or GTMP, intended for the treatment of patients with moderate or severe hemophilia B. Hemophilia B is caused by a deficiency of functional clotting Factor IX, or FIX, which is an essential protein for normal coagulation or clotting of the blood. By using our high-transducing AAVS3 capsid, our goal is to give patients over time FIX activity levels within the normal range and which exceed those recommended by the World Federation of Hemophilia for surgery and trauma, thus providing patients with a functional cure, including significant reduction or even elimination of spontaneous bleeds, and thereby freedom from the use of factor replacement concentrates. We are the first company to have reported clinical trial results demonstrating FIX activity levels well into the clinically normal FIX activity level range of 50% to 150%. As of June 15, 2020, ten patients have been dosed with FLT180a in our Phase 1/2 dose-finding trial, known as B-AMAZE, in four different dose cohorts: 4.5e11, 7.5e11, 9.75e11 and 1.5e12 vg/kg. Of these ten patients, seven of them have FIX activity levels above the lower limit of the normal range of 50%, and the mean FIX response of the four patients in the most recent cohort of 9.75e11 vg/kg, is 99% at the three-week time point. FLT180a also has induced stable expression of FIX for over two years in the first dose cohort of 4.5e11 vg/kg. The mean FIX expression in this two patient cohort was 38% at 52 weeks, and as of June 15, 2020, more than two years after infusion, we have continued to observe a durable response of 38% mean FIX activity in this cohort. Based on the responses observed, we believe that a dose between 7.5e11 and 9.75e11 vg/kg will durably bring the majority of patients within the normal range of 50% to Table of Contents 150% FIX activity and thereby eliminate patients need for supplemental FRT. We believe this in turn could lead to improvements in clinical outcomes such as joint function, as well as significantly better quality of life through enabling an active lifestyle comparable to the non-hemophiliac population. Providing normal factor levels could also reduce ongoing annual cost burdens on the healthcare system given the high cost of FRT, which can be several hundred thousand dollars per year in developed markets, depending on location and amount of factor usage. To date, FLT180a has been generally well-tolerated, with adverse events, or AEs, consistent with those observed in other liver-directed gene therapies. The most commonly reported AE is transaminitis, a dose-dependent asymptomatic transient increase in serum alanine aminotransferase, or ALT, levels which, if left untreated, has been shown to negatively impact protein expression levels and durability. To mitigate the risk of transaminitis in the B-AMAZE clinical trial, all subjects are now given a prophylactic immune management regimen consisting of tacrolimus and a tapering course of prednisolone and close patient monitoring, followed by annual monitoring of FIX activity levels. Based on our experience to date, we believe this regimen will avoid loss of expression and we intend to employ it across our programs. FLT180a has received orphan drug designation and regenerative medicine advanced therapy, or RMAT, designation from the FDA and PRIority MEdicines, or PRIME, designation from the EMA. We plan to report further data from the B-AMAZE clinical trial, which is sponsored by UCL, in the second half of 2020, and to commence a planned pivotal clinical trial in 2021, subject to agreement with regulatory authorities. FLT190 for the Treatment of Fabry Disease We are developing FLT190 for the treatment of Fabry disease. Fabry disease is a rare, X-linked disease characterized by a congenital error of glycosphingolipid metabolism caused by an abnormal gene encoding the -galactosidase A, or GLA, enzyme, responsible for the breakdown of glycosphingolipids. We believe FLT190 is the first AAV gene therapy program for the treatment of Fabry disease to enter human trials. By using our high-transducing AAVS3 capsid, our goal is to bring GLA activity in patients into the normal range of five to nine nmol/hr/ml, and potentially to a level that is above the normal range, thereby providing a treatment for Fabry disease that has the potential to be more efficacious and less burdensome than ERT. Our FLT190 program builds on our experience in developing FLT180a. Both product candidates utilize the same manufacturing process, and the capsid and promoter are identical. As a result, we believe we can leverage findings, including dose response, and clinical experience with FLT180a in hemophilia B to help inform and advance development of FLT190 as a potential treatment for patients with Fabry disease. Preclinical results from the 13-week GLP-compliant toxicology studies showed that administration of FLT190 was effective in producing significantly increased GLA activity, indicating that stable bioactive GLA can be expressed from the liver in non-human primates, or NHPs, and that the resulting enzyme secreted in an active form can be readily detected in circulation. In July 2019, we began recruiting patients for our MARVEL-1 clinical trial, which is a Phase 1/2 dose-finding clinical trial to evaluate the safety and efficacy of FLT190 for the treatment of Fabry disease, with our first patient dosed in August 2019. We have experienced a delay in dosing our next patient due to COVID-19, but continue to recruit patients for our ECLIPSE study, through which we screen patients for eligibility and possible participation in our Phase 1/2 dose-finding clinical trial. For more information regarding risks associated with COVID-19 and a discussion of its impact on our business, see Risk Factors Risks Related to the Discovery, Development and Regulatory Approval of our Product Candidates. As of June 15, 2020, one patient has been dosed with FLT190 in our MARVEL-1 clinical trial at a dose of 7.5e11 vg/kg, and no infusion-related reaction or dose-limiting toxicity events, or DLTs, have been observed as of such date. We observed two serious adverse events, or SAEs, related to FLT190 in the one patient treated in our clinical trial, namely an increase in ALT levels and a grade two myocarditis marked by mild chest pain, a Table of Contents change in electrocardiogram and an elevated troponin level, each observed eight weeks after the FLT190 infusion. No specific treatment was administered for the myocarditis, and a repeat cardiac MRI showed no significant changes compared to baseline. The patient s troponin elevation resolved within two days, and the ALT elevation within three weeks, after starting intravenous methylprednisolone and tacrolimus treatment per the trial protocol. In response to these events, and in consultation with Fabry disease experts, we have modified the protocol to align the prophylactic immune management regimen with the regimen currently used in our hemophilia B program, which to date has allowed us to preserve expression in the normal range. In addition, ERT therapy will continue after patient dosing and until trough measurement of the GLA provided by FLT190 indicates the ability to withdraw ERT. FLT190 has received orphan drug designation from the FDA and from the EMA. We plan to submit an IND in 2020 to report further data from this trial in due course, and to commence a planned pivotal clinical trial thereafter, subject to agreement with regulatory authorities. FLT201 for the Treatment of Gaucher Disease We are developing FLT201 for the treatment of type 1 Gaucher disease, an ultra-rare autosomal recessive condition which manifests as multiple morbidities including enlargement of the spleen and liver, low red blood cells, or anemia, low platelet count, or thrombocytopenia, and bone abnormalities including bone pain, fractures and arthritis. Type 1 Gaucher disease is caused by a mutation in the GBA1 gene which leads to a reduction in glucosylceramidase beta enzyme, or GBA, activity. By using our high-transducing AAVS3 capsid, our goal is to deliver GBA endogenously at normal levels with a one-time treatment. FLT201 contains a liver-specific promoter and a GBA sequence which expresses our novel, proprietary GBA variant with a greater than 20-fold longer half-life than wild-type GBA protein in purified systems. To our knowledge, we are the only company to date that has announced a program for the development of an AAV gene therapy for the treatment of type 1 Gaucher disease. We plan to file the IND and initiate the Phase 1/2 clinical trial for this program in 2021. FLT210 for the Treatment of Hemophilia A We are developing our liver-directed gene therapy product candidate, FLT210, for the treatment of hemophilia A, an X-chromosome linked inherited disease caused by a mutation in the gene coding for coagulation of Factor VIII, or FVIII, in the F8 gene. Through proprietary and novel modifications to the promoter and the F8 gene, we have designed FLT210 to fit within the length of the nucleic acid sequence of wild type AAV. We believe this will address one of the major challenges in developing a gene therapy for hemophilia A, namely that the modified F8 gene used in several other gene therapy programs is too large to be efficiently and completely encapsidated into AAV. We believe this has been a major contributing factor to the issues of loss of expression and high intersubject variability seen in some other AAV gene therapy programs for this indication. We believe that the smaller expression cassette of FLT210 will enable more efficient and complete packaging of the F8 gene, thus allowing for delivery of more intact and functional transgenes, a higher level of successful gene transfer to the target cells, and therefore more stable expression than is possible with oversized constructs. Our Strengths Our ambition is to create better lives for patients by delivering one-time functionally curative treatments for inherited systemic debilitating diseases. We focus on developing liver-directed AAV-based gene therapy in order to provide treatments for diseases with high unmet need. Table of Contents We believe the following strengths will allow us to continue to build upon our success in developing potential treatments for inherited systemic diseases and achieve our longer-term goal of commercializing our product candidates: Proprietary, rationally designed, next generation capsid designed to enable high levels of transduction efficiency and protein expression within the liver. Our proprietary AAVS3 capsid, developed by our founder Prof. Amit Nathwani, is the result of a robust and highly tailored process built around DNA shuffling of capsid segments from numerous genetically and functionally diverse parental AAV serotypes to create a capsid with a tolerable and potent profile. AAVS3 has demonstrated significantly higher transduction efficiency in human liver cells compared to wild-type AAV capsids. We believe this will enable us to develop therapeutic solutions that, if approved, have the potential to treat certain monogenic recessive disorders as well as for certain systemic diseases previously beyond the reach of AAV gene therapy due to limited expression. Highly modular and potent liver-targeted gene therapy platform, with potential to facilitate efficient development timelines for future product candidates. Our proprietary capsid coupled with our cutting-edge end-to-end research, manufacturing and analytical capabilities have allowed us to create an integrated, modular gene therapy platform that we believe has the potential to facilitate the efficient development of new liver-directed AAV gene therapy product candidates. Advanced pipeline focused on prioritizing development of gene therapy candidates initially targeting monogenic orphan diseases, with a path to expand to more prevalent chronic systemic diseases. We currently have two product candidates in the clinic and expect to complete the Phase 1/2 B-AMAZE clinical trial of FLT180a for the treatment of hemophilia B by the end of 2020. We recently reported updated data as of June 15, 2020 from the Phase 1/2 B-AMAZE clinical trial at ISTH 2020. In parallel, we are also advancing FLT190 for the treatment of adults with Fabry disease, which is currently in our MARVEL-1 Phase 1/2 dose-finding clinical trial. Our preclinical program, FLT201 for the treatment of Gaucher disease, achieved candidate selection in 2019 and IND-enabling studies are currently underway. Our other preclinical program, FLT210 for the treatment of hemophilia A, has achieved preliminary lead candidate selection. Established commercial-scale cGMP manufacturing technology. Our focus on developing and actively managing our manufacturing platform means that we can leverage much of the manufacturing know-how from our lead program for the other product candidates in our pipeline. In addition to our internal CMC development capability, we have established relationships with leading CMOs who have demonstrated the ability to successfully run our manufacturing process at scale. We have established our manufacturing process in four locations in three countries, including our own current good manufacturing practice, or cGMP, suite at the Cell and Gene Therapy Catapult Manufacturing Centre in Stevenage, U.K., or Catapult, as well as with two leading global CMOs, Brammer Bio, LLC, or Brammer, a wholly-owned subsidiary of Thermo Fisher Scientific Inc., and Novasep Holding SAS, or Novasep. Deep and specialized expertise in gene therapy drug development, manufacturing and rare disease product commercialization. We have assembled a talented and experienced team with the goal of becoming a vertically integrated gene therapy company with market-leading research, clinical, development and manufacturing capabilities. For example, our Chief Executive Officer, Theresa Heggie, has extensive experience in the commercialization of treatments for rare diseases, through her prior roles leading Alnylam Pharmaceuticals Inc s Europe, Middle East, Africa and Canada operations, as well as serving as CEO of Jerini AG following its acquisition by Shire plc, or Shire. She also served as Global Head of Commercial Operations for Shire Human Genetic Therapies, with responsibility for the commercialization of Shire s treatments for rare diseases, including Fabry disease and Gaucher disease. Table of Contents Broad and engaged network of experts and patient advocacy groups. We believe our strong relationships with hemophilia and LSD key opinion leaders, or KOLs, and patient advocacy groups position us well to support our product development efforts and our potential for future commercial success. Furthermore, we believe that leveraging our continuously growing network of hemophilia B and Fabry disease clinicians and experts, as well as our respected position in the hematology and LSD community, will allow us to better understand the other diseases we target, including hemophilia A and Gaucher disease, and enable us to optimize our research, clinical development and commercial plans. Our Strategy Our goal is to become the leading commercial-stage AAV-based gene therapy company delivering one-time functionally curative treatments for inherited systemic debilitating diseases with high unmet need. The key elements of our strategy to achieve this goal are to: Complete the clinical development and obtain regulatory approval and reimbursement for FLT180a for the treatment of hemophilia B. Subject to the completion of and satisfactory results from the ongoing B-AMAZE Phase 1/2 clinical trial, we plan to initiate a pivotal clinical trial to demonstrate the safety and efficacy of FLT180a for the treatment of hemophilia B. In March 2020, we met with the FDA pursuant to our RMAT designation to discuss the approval pathway for FLT180a in the United States, including the potential ability to pursue accelerated approval based on FIX activity levels. If the results of our planned pivotal clinical trial confirm the activity and safety profile observed to date, we intend to submit a biologics license application, or BLA, and a Marketing Authorization Application, or MAA, for approval of FLT180a for the treatment of hemophilia B in the second half of 2023. Advance the clinical development of FLT190 as a potential treatment, if approved, for Fabry disease to pivotal stage and through to approval. We are evaluating our second liver-directed gene therapy product candidate, FLT190 for the treatment of Fabry disease, in our ongoing MARVEL-1 Phase 1/2 clinical trial. We reported preliminary data from this trial in early 2020 and expect to continue the dose escalation portion of the study in previously treated patients and submit an IND in 2020. Leverage our modular platform to facilitate efficient development of our earlier stage products and further expand our pipeline. We are currently conducting preclinical studies designed to support the initiation of clinical development of our third and fourth product candidates, FLT201 and FLT210, for the treatment of Gaucher disease and hemophilia A, respectively. FLT201 is expected to enter the clinic in 2021 and FLT210 is expected to enter the clinic thereafter, subject to further preclinical development and agreement with regulatory authorities. We plan to apply the experience we have gained in developing our most advanced programs to help facilitate efficient development of our product candidates where possible. Continue to build our own commercial manufacturing capabilities and infrastructure to streamline clinical development and enable scale. We currently have agreements with established CMOs to support our current program requirements. In order to complement our mid- to long-term commercial needs for our most advanced pipeline candidates, meet near-term clinical supply needs for our other product candidates and optimize our supply chain, we intend to design and build an in-house commercial manufacturing facility which we currently expect to be operational in 2023. We are currently advancing engineering plans for such a facility, where we intend to use a proven modular cleanroom manufacturing system, which we believe will be faster and more efficient than conventional manufacturing technology. Establish a global commercial infrastructure. We have development and worldwide commercial rights, through owned and in-licensed intellectual property rights, to all of our liver-directed gene therapy product candidates and intend to build a commercial infrastructure to be able to reach and treat patients in Table of Contents need of our product candidates. Due to the rare incidence and prevalence of hemophilia and LSDs, the market for these indications is driven by KOLs and concentrated around specialist centers experienced in gene therapy treatment. We will focus the build-out of our commercial organization on these centers, leveraging the established relationships we are building with KOLs and patient advocacy organizations. Continue to expand our pipeline of gene therapy candidates beyond monogenic diseases, to address chronic multifactorial systemic conditions. We believe that the ability of our platform to deliver durable and high protein levels positions us to pioneer the use of gene therapy beyond monogenic disorders and expand the scope of gene therapy to treat chronic multifactorial systemic inflammatory diseases with higher incidence. We believe that early clinical success of our initial product candidates validates our modular platform and could facilitate more efficient expansion into other programs beyond monogenic genetic diseases. We are currently assessing safety and initial indication validation in preclinical disease models, and expect to provide further information on our first program in this area in due course. Recent Developments On June 29, 2020, we entered into a subscription agreement, pursuant to which we sold 46,515,834 of our Series C preferred shares to certain investors for a total of approximately $79.0 million (net of transaction expenses), which we refer to as the Series C Financing, which closed on July 1, 2020. See Related Party Transactions. As of July 1, 2020, after giving effect to the Series C Financing and our receipt of the net proceeds therefrom, we had cash and cash equivalents of approximately $117.0 million after translating our cash and cash equivalents denominated in pounds sterling into U.S. dollars at a rate of $1.23868 to 1.00, and our cash and cash equivalents denominated in Euro into U.S. dollars at a rate of $1.102907 to 1.00, in each case, the noon buying rate of the Federal Reserve Bank of New York on July 1, 2020. Risks Associated with Our Business Our business is subject to a number of risks of which you should be aware before making an investment decision. You should carefully consider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth in the section titled Risk Factors before deciding whether to invest in our ordinary shares. Among these important risks are, but such risks are not limited to, the following: We are a clinical-stage gene therapy company and have incurred significant losses in every year since our inception. We expect to continue to incur losses over the next several years and may never achieve or maintain profitability. We will need additional funding to complete the development of our product candidates, which may not be available on acceptable terms, if at all. Our limited operating history may make it difficult for you to evaluate the success of our business to date and to assess our future viability. Our gene therapy product candidates are based on a novel technology, which makes it difficult to predict the timing and costs of development and of subsequently obtaining regulatory approval. All of our product candidates are in clinical development or in preclinical development. If we are unable to advance our product candidates through clinical development, obtain regulatory approval and ultimately commercialize our product candidates, or experience significant delays in doing so, our business will be materially harmed. A pandemic, epidemic or outbreak of an infectious disease in the U.S., U.K. or the European Union, or EU, including COVID-19, may adversely affect our ability to successfully complete our planned clinical trials and receive regulatory approval for our product candidates. Table of Contents If the clinical trials of any of our product candidates fail to demonstrate safety and efficacy to the satisfaction of the regulatory authorities, or do not otherwise produce favorable results, we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of our product candidates. Our product candidates and the process for administering our product candidates may cause serious adverse, undesirable or unacceptable side effects or have other properties that could delay or prevent their regulatory approval, limit their commercial potential or result in significant negative consequences following any potential marketing approval. We rely, and expect to continue to rely, on third parties to conduct our preclinical studies and clinical trials. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize our product candidates and our business could be substantially harmed. We may not be able to successfully create our own manufacturing infrastructure for supply of our product candidates for use in clinical trials and for commercial sale. We are dependent on a limited number of suppliers and, in some instances, a sole supplier, for some of our components and materials used in our product candidates. We currently have no marketing and sales force and if we are unable to develop effective marketing and sales capabilities or enter into agreements with third parties to market and sell any of our product candidates that may be approved, we may not be successful in commercializing our product candidates if and when approved, and we may be unable to generate any product revenue. We face significant competition in an environment of rapid technological change and the possibility that our competitors may achieve regulatory approval before us or develop therapies that are more advanced or effective than ours. Our success depends on our ability to obtain and protect our intellectual property and to maintain patent protection for our current product candidates, any future product candidates we may develop and our technology and the failure to do so may impair our ability to successfully commercialize any of our product candidates. Third-party claims of intellectual property infringement may prevent or delay our product discovery and development efforts. In connection with the audit of our financial statements as of and for the years ended December 31, 2018 and 2019 in preparation for this offering, we and our independent registered public accounting firm identified material weaknesses in our internal control over financial reporting. If we are not able to remediate the material weaknesses or if we otherwise fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial statements in a timely manner, which may adversely affect our business, investor confidence in our company and the market value of our ordinary shares. As an English public limited company, certain capital structure decisions will require shareholder approval, which may limit our flexibility to manage our capital structure. Corporate Information Freeline Therapeutics Holdings Limited was incorporated under the laws of England and Wales in April 2020 as a private limited company with nominal assets and liabilities to become the ultimate holding company of Freeline Therapeutics Limited, and we re-registered as a public limited company and changed our name to Freeline Therapeutics Holdings plc in July 2020. Freeline Therapeutics Limited was incorporated under the laws of Table of Contents England and Wales in March 2015. Our registered office is located at Stevenage Bioscience Catalyst, Gunnels Wood Road, Stevenage, Hertfordshire, SG1 2FX, United Kingdom and our telephone number is +44 (0)1438 906870. Our website address is www.freeline.life. The information contained on or accessible through our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our ADSs. We have included our website address as an inactive textual reference only. Corporate Reorganization Prior to the completion of this offering (i) the shareholders of Freeline Therapeutics Limited exchanged each of the shares held by them in Freeline Therapeutics Limited for the same number and class of newly issued shares of Freeline Therapeutics Holdings Limited pursuant to a share exchange agreement and, as a result, Freeline Therapeutics Holdings Limited will become the sole shareholder of Freeline Therapeutics Limited, (ii) we incorporated Freeline Holdings (UK) Limited, a new wholly owned subsidiary that will ultimately become the direct holding company of Freeline Therapeutics Limited and (iii) we re-registered as a public limited company and changed our name to Freeline Therapeutics Holdings plc. After the date of this prospectus but prior to the closing of this offering, each class of shares of Freeline Therapeutics Holdings plc outstanding on the date of this prospectus (excluding the deferred shares) will be converted into a single class of ordinary shares of Freeline Therapeutics Holdings plc at the ratios set forth under the section of this prospectus titled Corporate Reorganization, and will then be consolidated and subdivided to reflect an approximately 1-for-0.159 reverse split prior to completion of this offering. Please see Corporate Reorganization in this prospectus for more information. After the completion of our corporate reorganization and this offering, (i) Freeline Holdings (UK) Limited (wholly owned by Freeline Therapeutics Holdings plc) will acquire the entire issued share capital of Freeline Therapeutics Limited in exchange for an issue of shares in Freeline Holdings (UK) Limited and, as a result, Freeline Therapeutics Limited will become a wholly owned subsidiary of Freeline Holdings (UK) Limited and (ii) subject to completion of a capital reduction, it is presently expected that Freeline Therapeutics Limited will transfer, by way of a dividend in specie, the entire issued share capital of its wholly owned subsidiaries (i) Freeline Therapeutics, Inc. a corporation incorporated under the laws of the State of Delaware in October 2018, (ii) Freeline Therapeutics GmbH, a limited liability company incorporated under the laws of Germany in April 2015 and (iii) Freeline Therapeutics (Ireland) Limited, a limited liability company incorporated under the laws of Ireland in March 2019 to its immediate parent, Freeline Holdings (UK) Limited. Following this dividend in specie, each of Freeline Therapeutics Limited, Freeline Therapeutics, Inc., Freeline Therapeutics GmbH and Freeline Therapeutics (Ireland) Limited will be repositioned as a direct wholly owned subsidiary of Freeline Holdings (UK) Limited. Implications of Being an Emerging Growth Company and a Foreign Private Issuer We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies in the United States. These provisions include: a requirement to have only two years of audited financial statements and only two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations disclosure in this prospectus; reduced executive compensation disclosure; and an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002. Table of Contents We may choose to take advantage of some but not all of these reduced disclosure requirements. We may take advantage of these provisions until we are no longer an emerging growth company. We will remain an emerging growth company until the earliest to occur of: (1) (a) the last day of the fiscal year following the fifth anniversary of the closing of this offering, (b) the last day of the fiscal year in which our annual gross revenue is $1.07 billion or more, or (c) the date on which we are deemed to be a large accelerated filer, under the rules of the SEC, which means the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the end of our second quarter and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. See Management s Discussion and Analysis of Financial Condition and Results of Operations Emerging Growth Company Status. We have elected to use the extended transition period under the JOBS Act. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards. Upon the completion of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act; the requirement to comply with Regulation Fair Disclosure, or Regulation FD, which regulates selective disclosure of material information; the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K upon the occurrence of specified significant events. Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company, but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer. As a result, we do not know if some investors will find our ADSs less attractive, which may result in a less active trading market for our ADSs or more volatility in the price of our ADSs. As a result of the above, the information contained in this prospectus may be different from the information you receive from other public companies in which you hold shares. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001810491_anghami_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001810491_anghami_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f5ad9df1061750c24c5802b2d90151950995f138
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001810491_anghami_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to Vistas Media Acquisition Company Inc., a Delaware corporation; amended and restated certificate of incorporation refers our second amended and restated certificate of incorporation to be adopted in connection with the closing of this offering; common stock are to our Class A common stock and our Class B common stock; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; directors are to our current directors and director nominees; founder shares are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein; I-Bankers are to I-Bankers Securities, Inc., the representative of the underwriters in this offering; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors; private placement securities are to the private placement units and private placement warrants issued to our sponsor and I-Bankers in a private placement simultaneously with the closing of this offering; private placement shares are to the shares of Class A common stock sold as part of the private placement units; private placement units are to the units issued to our sponsor and I-Bankers (and/or its designees) in a private placement simultaneously with the closing of this offering, which private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus; private placement warrants are to the warrants issued to our sponsor and the warrants included in the private placement units issued to our sponsor and I-Bankers, each in a private placement simultaneously with the closing of this offering; private placements are to the private placements of the private placement units, private placement warrants, representative warrants and representative shares simultaneously with the closing of this offering; public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants included in the private placement units if held by third parties other than our sponsor or the underwriters (or permitted transferees), and to any private placement warrants (included in the private placement units) 1 issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination; representative shares are to the shares of Class A common stock issued to I-Bankers (and/or its designees) in a private placement simultaneously with the closing of this offering; representative warrants are to the warrants issued to I-Bankers (and/or its designees) in a private placement simultaneously with the closing of this offering; sponsor are to Vistas Media Sponsor, LLC, a Delaware limited liability company, an affiliate of Vistas Media; and Vistas Media or Vistas Media Capital are to Vistas Media Capital Pte. Ltd., a media investment holding company registered in the Republic of Singapore and its affiliates. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. GENERAL We are a blank check company incorporated as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We may pursue an initial business combination target in any industry or geographic region. OVERVIEW While we may pursue an initial business combination target in any business, industry or geographic location, we intend to search globally, with a focus on North America, Europe and Asia, for target companies within the media and entertainment ( M&E ) sector. We intend to focus specifically on companies that are positioned to benefit directly from the growth of digitally available content. While our efforts to identify a target will not be limited to any particular M&E segment or geography, we intend to focus our search on content, film, post-production and/or visual effects facilities, animation, streaming, augmented and virtual reality, music, digital media, gaming and e-sports. In recent years, the M&E industry has seen a significant convergence with other industries (for example, telecommunications) driven by the widespread adoption of digitized content. Within M&E, there are several high growth segments such as gaming, content and digital media while others, such as print, are facing existential challenges unless they innovate their business models to provide digital content. We have also seen the consumption of products by end users in the space increase in this new environment. The U.S. M&E industry is the largest in the world. At $717 billion as of June 2019 according to SelectUSA, it represents one-third of the global M&E industry, and it includes motion pictures, television programs and commercials, streaming content, music and audio recordings, broadcast, radio, book publishing, video games and ancillary services and products. The U.S. M&E industry is expected to reach more than $825 billion by 2023, according to the 2018-2023 Entertainment & Media Outlook by PriceWaterhouseCoopers ( PWC ). We believe that much of this growth is attributable to the global growth in mobile devices and internet penetration, particularly in countries like India and China. India alone represents over 687 million active internet users, making it the second largest online market in the world, of which 629 million are active mobile internet users as of January 2020 according to Statista 2020. Thanks to the internet and the growth of digital content, media and entertainment is now available to customers at all times through computers, smartphones, tablets and eBook readers. Digitization is playing an increasing role in innovation, and M&E companies must adapt to these technological developments while still attracting consumers and staying solvent. 2 We also believe that the COVID-19 global pandemic will impact the M&E industry differently within various segments. Our management expects that there will be some strong businesses that may end up in special situations and may need capital and expertise to grow their business. Some examples of such scenarios are: now at-risk companies with solid business fundamentals looking for capital to continue their growth trajectory; studios and production houses with strong content libraries and pipelines seeking financing deals to make up for an unforeseen lack of liquidity; media assets being valued significantly lower than they had been previously; and new media entities (e.g. digital media, over-the-top ( OTT ), e-sports, animation and visual effects studios) housed within struggling traditional media companies. As a result, we anticipate that there will be many potential targets within the M&E industry for our initial business combination. Vistas Media Vistas Media, which owns our sponsor and is our affiliate, is a Singapore based M&E investment holdings company founded in 2018. Its key businesses include: development and production of films, television and web series content across Bollywood and Hollywood; promotion and distribution of feature films worldwide; digital and social media marketing for established local and international brands in India; the operation of a film festival and a film market in which M&E market participants come together to source projects for acquisition and to seek financing and investment opportunities in Singapore; and a partnership with the Films Critics Guild of India and Motion Content Group to co-own the prestigious Critics Choice Film Awards and Critics Choice Short & Series Awards in India. Vistas Media operates through its various subsidiaries and brands across Singapore, India and Canada, successfully leveraging its extensive industry network, strategic alliances, and partnerships within the M&E industry worldwide. Vistas Media seeks, through its various brands and operations, to capitalize on synergies across its businesses for each project undertaken. Vistas Media is constantly evaluating new investment opportunities to further strengthen the value chain across geographies within the M&E space, including visual effects companies, animation studios, post-production specialists and new media technology firms. As a result, significant inroads and relationships have been developed with the M&E sector across the value chain, in key geographies such as India, USA, Canada, UK, Malaysia, China and Hong Kong. We believe that Vistas Media gives us strong and invaluable access to an extensive network in the M&E industry, and, as Vistas Media s affiliate, we intend to draw on its infrastructure, hands on operational experience, personnel, network, and relationships. Business Strategy Our management team will leverage its skills, expertise and strong network within Hollywood, Bollywood and other international M&E industries to identify attractive target companies and provide guidance on the benefits of being a publicly-traded entity, including broader access to capital, liquidity for employee compensation and potential acquisitions, and expanded branding in the marketplace. In addition, we believe that we will be able to source potential targets from our sponsor s and management s contacts within private equity, investment banking, industry consulting firms, accounting firms, and investors in the M&E sector. Upon completion of this offering, our management team and sponsor will communicate with their networks on our acquisition criteria and immediately begin screening opportunities. 3 Business Combination Criteria Consistent with our business strategy, we have identified parameters and criteria that we think are important and relevant in evaluating prospective target businesses. We will apply these parameters in evaluating prospects, even though we may ultimately decide to execute our initial business combination with a fundamentally strong company that may not exactly match all of our initial parameters and criteria. Management: We will seek companies with a proven and experienced existing management team that is eager to take advantage of the experience and expertise that our management team brings with it. Growth: We intend to seek companies with high growth trajectories within the M&E industry that are driven by competitive advantages that can be accelerated through a partnership with us. Focus: We will prioritize entities within digital content production and distribution (e.g. OTT and video on demand), digital animation and visual effects and media technology businesses, which we believe have benefited from the digitalization of media around the world. Strategy: We intend to screen for management teams with the appetite and ability to execute various strategic initiatives, with an emphasis on those focused on creating shareholder value. Operational Efficiencies: We intend to seek companies that have diligent compliance and reporting processes, and financial controls in place and are thus prepared for the regulatory requirements of a public entity. Benefit from Being Public: We intend to seek target companies that have the vision to take advantage of and appreciate the benefits of operating as a publicly-traded entity, including broader access to capital, liquidity for employee compensation and potential acquisitions, and expanded branding in the marketplace. Revenue and Earnings Growth Potential: We intend to acquire one or more businesses that have multiple and diverse potential drivers of revenue and earnings growth. We intend to acquire one or more businesses that have the potential to generate strong and stable free cash flow. Attractive Valuations: We consider ourselves to be rigorous, disciplined and valuation-centric investors, with a keen understanding of market value, upside and potential downside risks. We intend to seek companies with a decent market share and growth potential in the segments in which they operate, but available at a discount to valuation given the current economic environment due to the impact of COVID-19. We expect COVID-19 to disrupt a number of companies within the M&E industry, and we will seek to identify target companies that are also less vulnerable to pandemics and similar events. The parameters mentioned above are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us. Management Team Our management team includes experienced leaders from a variety of segments within the M&E industry. Abhayanand Singh Abhayanand Singh, our co-founder and one of our directors, is the Chief Executive Officer of Vistas Media, based in Singapore, and Chairman of the Singapore South Asian International Film Festival. A seasoned banking and investments professional who successfully transitioned into the M&E industry in early 2014, Mr. Singh set up Vistas Media in Singapore with a vision of offering a robust platform for accredited high net-worth individuals and institutional investors to derive superior returns from the fast-growing content media space across Asia and the United States, with a special focus on India and China. 4 Mr. Singh has been successful in building the Vistas Media brand across the wider industry network through joint collaborations with seasoned media industry players and investing into IPs such as the Critics Choice Film Awards and Critics Choice Short & Series Awards in India, which is a joint collaboration with the Film Critics Guild of India and Group M s Motion Content Group. With over 16 years of work experience and knowledge across banking, hedge funds and the M&E industry, Mr. Singh has developed a special expertise in managing financial and media investments. Saurabh Gupta, CAIA Saurabh Gupta, our co-founder and one of our directors, is the founder and managing director of M! Capital Ventures Pte. Ltd., a Singapore-based media investments firm and managing partner of The Asian Film Fund Series 1, a Mauritius-based media investments firm (both jointly the Media Ventures ). Over the last five years, his media ventures have invested in over 12 films across productions and distributions, which have been successfully released worldwide, including China theatrically and across several leading OTT/digital platforms globally. In his personal capacity, Mr. Gupta has co-produced several additional films in India and Hollywood, which are at different stages of production and due to release over the next 6 to 12 months. He is a highly experienced banking, asset management and media investments professional with over 20 years of work experience, the majority of which has been spent in leading senior functions within the banking industry (Bank Julius Baer, ANZ Bank, ABN AMRO Bank and Citibank) and the M&A consulting industry (Arete Financial Partners) and managing a hybrid capital markets and media investments fund within the motion pictures business. Mr. Gupta was an Adjunct Faculty member at Singapore Management University s School of Business in 2008 teaching Financial Services Marketing and Wealth Management. F. Jacob Cherian F. Jacob Cherian, our Chief Executive Officer and a director, has been the Chief Executive Officer of two Nasdaq listed special purpose acquisition companies. Mr. Cherian brings deep capital markets, M&A, public/private equity, and management consulting expertise. He has experience in all facets of capital investing, including raising investment capital, sourcing and negotiating investments, building management teams, providing strategic guidance, and creating strategies to provide attractive returns. His prior work experience includes JP Morgan & Co. as an associate; KPMG LLP, as a Director; and Computer Sciences Corp., as a partner. Mr. Cherian was an Adjunct Professor of Finance at St. John s University, Tobin College of Business MBA Program in New York for ten years. Benjamin Waisbren Ben Waisbren, our director nominee, is the Principal of Virtually There Holdings LLC d/b/a Ben Waisbren & Associates, which advises media companies and firms involved in distressed situations. Mr. Waisbren served as Chief Executive Officer and Chief Restructuring Officer of NanoMech Inc., a nanotechnology company that he led through a Chapter 11 case and its sale to a global company. Mr. Waisbren was on the board of Wild Bunch AG, the German-listed, Paris-based award-winning film co-production and distribution companys for 10 years. Mr. Waisbren also held attorney positions at Lord Bissell & Brook LLP (now Locke Lord LLP) and Winston & Strawn LLP, during and after which he was engaged by the U.S. Department of Justice in the 1Malaysia Development Berhad money laundering matter. 5 Dr. Klaas Baks, Ph.D. Dr. Klaas Baks, our director nominee, is a recognized thought leader in alternative investments and entrepreneurial finance, the Co-Founder and Director of the Emory Center for Alternative Investments and a Finance Professor at Emory University s Goizueta Business School since 2002. Dr. Baks is the Atlanta Chair for TIGER 21, one of North America s premier peer-to-peer learning networks for high-net-worth investors whose members manage more than $50 billion. Dr. Baks serves as director or advisor for various companies and investment funds with over $1.5 billion in assets under management, including American Virtual Cloud Technologies, Buckhead One Financial, JOYN, Peachtree Hotel Group and TWO Capital Partners. Dr. Baks s research, teaching and writings focus on issues in alternative investments, entrepreneurial finance and investment management. He has also been recognized with nine awards, including Emory University s highest award for teaching excellence. Marc H. Iyeki Marc H. Iyeki, our director nominee, acted as Senior Advisor APAC, Global Listings and, among other roles, Chief Representative of the Beijing Representative Office at the New York Stock Exchange ( NYSE ). While at the NYSE, his responsibilities included assisting and advising listed companies on NYSE compliance and SEC regulatory matters, as well as helping them achieve strategic objectives regarding investor relations, business development, and visibility in the United States. Mr. Iyeki worked closely with the NYSE international capital markets team to help attract new listings. Mr. Iyeki also held attorney positions, including trial counsel, at the Enforcement Division of the NYSE, investigating and prosecuting alleged violations of NYSE and SEC rules and regulations. Abhinav Somani Abhinav Somani, our director nominee, is the Managing Director of artificial intelligence software products at MRI Software, LLC. Mr. Somani was an investment banking and private equity executive with Rotshchild & Co. prior to leading his AI tech company, Leverton Corporation, which was sold to MRI Software, LLC in 2019. Mr. Somani has been an experienced and successful investor across a diverse array of real estate and technology assets and he brings a wealth of finance, real estate and technology relationships, along with substantial knowledge of the U.S. landscape. With over 12 years of work experience across multiple sectors, Mr. Somani has an extensive global network of banking, financing and investor relationships that can be leveraged to grow any platform. Special Advisors and Associate In addition to our management team, our special advisors and associate will assist us in our search for a target for our initial business combination. Sergei Bespalov Sergei Bespalov, our special advisor, is a senior-level business executive with wide International Business network and over 28 years of experience in business and legal consulting through numerous board and advisory board positions for multinational businesses. 6 Mr. Bespalov is the Founder and Co-Chairman of Aldamisa Entertainment, LLC, a Film Production Company which has produced and released more than twenty films with total budgets close to $500 Million. Mr. Bespalov is also the Co-Founder and Chief Executive Officer of iCapital Global Fund, a Los Angeles based private equity firm focusing on investments in the media, gaming and real estate sectors. Mr. Bespalov has experience in the legal field as Of Counsel at the Law Offices of Marks & Sokolov LLC and Managing Partner at the Law Offices of Sergei Bespalov & Associates. Jayesh Parekh Jayesh Parekh, our special advisor, is a co-founder of Sony Entertainment Television, a major television network of Sony Pictures Entertainment, which he exited in 2013. Mr. Parekh has several years of experience serving on board and advisory board positions, including on the board and investment committee of social impact funds Aavishkaar India II Fund, Aavishkaar Africa Fund and Aavishkaar Frontier Fund. Mr. Parekh has also held senior positions at Pan-Asian venture capital technology fund Jungle Ventures, where he was previously a Managing Partner and is currently a Senior Advisor. Mr. Parek is an Entrepreneur-in-Residence at INSEAD and on the board of Sanctum Wealth Management, One Animation and Milaap Social Ventures. Daniel Dos Santos Daniel Dos Santos, our special advisor, is a senior management professional and entrepreneur with 19 years of experience in capital markets, delivering projects and international teams spanning 4 countries and developing C-level relationships with CEOs at leading e-commerce firms and Fintechs. Mr. Santos serves as the Managing Director of Digitizing Assets where his key focus is on private placements developing Digital Assets and its ecosystem in Asia and the Americas. Mr. Santos also served as Chief Executive Officer at Blockchain Labs and as Director at Standard Chartered Bank managing retail business. Mr. Santos has extensive financial services experience, having spent 15 years working at Morgan Stanley, Deutsche Bank, Citigroup, Standard Chartered and Renaissance Capital. Piiyush Singh Piiyush Singh, our special advisor, is the co-founder of Vistas Media Capital, where he runs the India business for the venture. Mr. Singh oversees the development and production of feature films, short films, and web series in India for the film production and distribution entity Golden Ratio Films Pte. Ltd. Singapore Mr. Singh also serves as the Co-Chairperson of the Singapore South Asian International Film Festival. Mr. Singh has over 12 years of experience in the media and entertainment industry, including production experience of more than 600 hours of content. Dhruv Saxena Dhruv Saxena, our associate, is a seasoned Management Consultant with experience in media, technology and private equity across Asia, Europe and the U.S., and specializing in value creation and performance improvement. Mr. Saxena was a Consultant at Bain & Company ( Bain ) where he advised on the AT&T/Time Warner deal. 7 While at Bain, Mr. Saxena also maintained Bain s United States Media Point of View IP, was a founding member of the TMT Centre in China, and worked extensively on OTT strategies for telecommunications and cable companies. Mr. Saxena also drove due-diligence across media and technology for Bain clients including The Carlyle Group, TPG, Bain Capital and Tiger Global, including a $100M investment in an Indian media-app. We believe that our management team has the experience, capability, expertise and a potential list of deals to act as a premium capital provider for companies in the M&E ecosystem to enhance their growth opportunities. Past performance of our management team does not guarantee (i) that we will be able to find an appropriate and suitable company for our initial business combination or (ii) success with respect to the business combination we may consummate. You should not rely on historical record of our management team as indicative of our future performance. Other than Mr. Cherian, none of the members of our management team has any past experience with any blank check companies or special purpose acquisition companies. For more information on the experience and background of our management team, see the section entitled Management. INITIAL BUSINESS COMBINATION Nasdaq rules require, and our amended and restated certificate of incorporation will require, that we must complete one or more initial business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the Securities and Exchange Commission (the SEC ) to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. 8 SOURCING OF POTENTIAL INITIAL BUSINESS COMBINATION TARGETS We believe our management team s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world, which includes private equity firms, venture capitalists and entrepreneurs. This global network has grown through the activities of our management team sourcing, acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. In addition, members of our management team and board of directors have developed contacts from serving on the boards of directors of public companies. This global network has provided our management team with a flow of referrals that has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our management team will provide us important sources of investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares, common stock, private placement units and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. 9 CORPORATE INFORMATION Our executive offices are located at 30 Wall Street, 8th Floor, New York, New York 10005, and our telephone number is (212) 859-3525. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th. 10 THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 10,000,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one redeemable warrant. Proposed Nasdaq symbols Units: VMACU Class A common stock: VMAC Warrants: VMACW Trading commencement and separation of shares of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless I-Bankers informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. 11 Units: Number outstanding before this offering: 0 Number of private placement units to be sold in private placements simultaneously with this offering 295,000(1) Number outstanding after this offering. 10,295,000(1) Common stock: Number outstanding before this offering. 2,875,000(2)(3) Number of shares of Class A common stock included in the private placement units and number of representative shares to be sold in private placements simultaneously with this offering 330,000(1) Number outstanding after this offering 12,830,000(1)(3)(4) Warrants: Number outstanding before this offering. 0 Number of warrants included in the private placement units, private placement warrants and representative warrants to be sold in private placements simultaneously with this offering 1,295,000(1) Number outstanding after this offering 11,295,000(1)(5) Exercisability Each warrant offered in this offering is exercisable to purchase one share of Class A common stock. ____________ (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 375,000 founder shares by our sponsor for no consideration. (2) Includes up to 375,000 founder shares that will be forfeited by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 10,000,000 public shares, 2,500,000 founder shares, 295,000 shares of Class A common stock sold as part of the private placement units and 35,000 representative shares. (5) Includes 10,000,000 public warrants, 795,000 private placement warrants and 500,000 representative warrants. 12 Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day 13 after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant (except on a cashless basis ), the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants Once the warrants become exercisable, we may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination as described elsewhere in this prospectus) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants for cash unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. None of the private placement warrants will be redeemable by us so long as they are held by the initial purchasers of the private placement units and representative warrants or their permitted transferees. 14 Cashless exercise If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value will mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see Description of Securities Warrants Public Stockholders Warrants for additional information. Ability to extend time to complete business combination If we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 18 months to complete a business combination). Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees, upon five days advance notice prior to the date of the applicable deadline, must deposit into the trust account $1,000,000, or up to $1,150,000 depending on the extent to which the underwriters over-allotment option is exercised ($0.10 per share in any case), on or prior to the date of the applicable deadline, for each three-month extension, or up to an aggregate of $2,000,000 (or up to $2,300,000 depending on the extent to which the underwriters over-allotment option is exercised), or $0.20 per share for a full six-month extension. Any such payments would be made in the form of a non-interest bearing loan. The terms of the promissory note to be issued in connection with any such loans have not yet been negotiated. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. If we do not complete a business combination, we will not repay such loans. Furthermore, the letter agreement with our initial stockholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans in the event that we do not complete a business combination. In the event that we receive notice from our sponsor five days prior to the deadline of its intent to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the deadline. In addition, we intend to issue a press release the day after the deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. 15 Founder shares On April 30, 2020, our sponsor purchased an aggregate of 2,875,000 founder shares in exchange for a capital contribution of $25,000, or approximately $0.009 per share. In July 2020, our sponsor transferred 225,000 founder shares to PFVI, LLC, resulting in our sponsor holding 2,650,000 founder shares. Our sponsor intends to transfer an aggregate of 334,000 founder shares to certain members of our management team and an aggregate of 172,500 founder shares to certain of its affiliates prior to the completion of this offering. Our sponsor also intends to transfer an aggregate of 782,250 founder shares to certain of its affiliates upon the end of the lock-up period described in Principal Stockholders Transfers of Founder Shares and Private Placement Securities. Please see the section entitled Certain Relationships and Related Party Transactions. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 11,500,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering (without giving effect to the private placements). Up to 375,000 of the founder shares will be forfeited by our sponsor depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial stockholders, on an as-converted basis, at 20% of our issued and outstanding common stock upon the consummation of this offering (without giving effect to the private placements). The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares, private placement shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares, private placement shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 16 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, as described in more detail in this prospectus) or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares and private placement shares they hold if we fail to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, as described in more detail in this prospectus) or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares, private placement shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, private placement shares and representative shares, we would need 3,585,001, or 35.9%, of the 10,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted, the over-allotment option is not exercised and the private placement shares and representative shares issued to I-Bankers (and/or its designees) are voted in favor of the initial business combination); and the founder shares are automatically convertible into our Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. 17 Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Securities. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) if we consummate a transaction after our initial business combination which results in our stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders and without giving effect to the private placements), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement units issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Voting rights Holders of record of our Class A common stock and holders of record of our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law. 18 Private placement securities and underlying securities Our sponsor and I-Bankers have agreed that they or, in the case of I-Bankers, their designees, will purchase an aggregate of 295,000 units (or 316,389 units if the over-allotment option is exercised in full) at a price of $10.00 per unit, consisting of 220,000 units by our sponsor (or 241,389 units if the over-allotment option is exercised in full) and 75,000 units by I-Bankers (and/or its designees) and our sponsor has agreed that it will purchase 500,000 warrants (or 548,610 warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant, for an aggregate purchase price of $3,450,000, or $3,712,500 if the over-allotment option is exercised in full. The private placement units and private placement warrants are identical to the units and warrants sold in this offering except that the private placement warrants, so long as they are held by our sponsor, I-Bankers (and/or its designees) or their permitted transferees, (i) will not be redeemable by us, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis, (iv) will be entitled to registration rights and (v) for so long as they are held by I-Bankers (and/or its designees), will not be exercisable more than five years from the effective date of the registration statement of which this prospectus forms a part in accordance with FINRA Rule 5110(f)(2)(G)(i). A portion of the purchase price of the private placement securities will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $100 million (or $115 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, as described in more detail in this prospectus), the proceeds from the sale of the private placement securities held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement securities (and the underlying securities) will expire worthless. If the private placement warrants are held by holders other than their initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the public warrants. Transfer restrictions on private placement securities and underlying securities The private placement securities and the underlying securities will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Securities. Following such period, the private placement units (including the underlying private placement warrants, the private placement shares and the shares of Class A common stock issuable upon exercise of the private placement warrants) will be transferable, assignable or salable, except that the private placement units will not trade. The private placement units and the underlying securities held by I-Bankers (and/or its designees) have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to FINRA Rule 5110(g)(1). 19 Representative shares I-Bankers has agreed not to transfer, assign or sell any representative shares without our prior written consent until the completion of our initial business combination. In addition, I-Bankers has agreed to (i) vote such shares in favor of any proposed business combination, (ii) waive its redemption rights with respect to the representative shares in connection with the completion of our initial business combination and (iii) waive its rights to liquidating distributions from the trust account with respect to the representative shares if we fail to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, as described in more detail in this prospectus) or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation. The representative shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to FINRA Rule 5110(g)(1). Representative warrants We will issue 500,000 representative warrants (or 575,000 representative warrants if the over-allotment option is exercised in full) to I-Bankers (and/or its designees) in a private placement simultaneously with the closing of this offering. The representative warrants are identical to the public warrants except that each representative warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $12.00 per share, subject to adjustment, and so long as the representative warrants are held by I-Bankers (and/or its designees) or its permitted transferees, (i) will not be redeemable by us, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis, (iv) will be entitled to registration rights and (v) for so long as they are held by I-Bankers (and/or its designees), will not be exercisable more than five years from the effective date of the registration statement of which this prospectus forms a part in accordance with FINRA Rule 5110(f)(2)(G)(i). The representative warrants and the underlying Class A common stock have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to FINRA Rule 5110(g)(1). Proceeds to be held in trust account The rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the private placements be deposited in a trust account. Of the proceeds we will receive from this offering and the private placements described in this prospectus, $100 million, or $115 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at UBS Financial Services Inc. with Continental Stock Transfer & Trust Company acting as trustee (subject to increase of up to an additional $0.20 per share in the event that our sponsor elects to extend the period of time to consummate a business combination by the full six months, as described in more detail in this prospectus), 20 after deducting $1,750,000 in underwriting discounts and commissions payable upon the closing of this offering (or $2,012,500 if the underwriters over-allotment option is exercised in full) and an aggregate of $1,700,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Pursuant to the business combination marketing agreement we will enter into with I-Bankers in connection with this offering, I-Bankers will provide marketing services in connection with our initial business combination and will receive compensation for such services equal to 2.75% of the gross proceeds of this offering (or 1.75% of the gross proceeds of this offering if we have not consummated an initial business combination within 12 months from the closing of this offering and extend the period of time to consummate a business combination by at least three months, as described in more detail in this prospectus). Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the private placements will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, as described in more detail in this prospectus), subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, as described in more detail in this prospectus) or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $100,000 per year, assuming an interest rate of 0.10% per year (assuming no exercise of the underwriters over-allotment option); however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the private placements not held in the trust account, which initially will be approximately $1,000,000 in working capital after the payment of approximately $700,000 in expenses relating to this offering; and 21 any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement-equivalent units at a price of $10.00 per unit at the option of the lender. Conditions to completing our initial business combination Nasdaq rules require that we must complete one or more initial business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock or shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of seeking stockholder approval or conducting a tender offer, as applicable. 22 Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases of our Securities for a description of how our sponsor, initial stockholders, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the listing or trading of our securities on a national securities exchange. 23 Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share (subject to increase of up to an additional $0.20 per share in the event that our sponsor elects to extend the period of time to consummate a business combination by the full six months, as described in more detail in this prospectus). The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the fee payable to I-Bankers pursuant to the business combination marketing agreement. See the section entitled Underwriting Business Combination Marketing Agreement. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and private placement shares they hold and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. In addition, I-Bankers has agreed to waive their redemption rights with respect to the private placement shares and representative shares they hold. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq we will be required to comply with Nasdaq s stockholder approval rules. 24 The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares and private placement shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, private placement shares and representative shares, we would need only 3,585,001, or 35.9%, of the 10,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted, the over-allotment option is not exercised and the private placement shares and representative shares issued to I-Bankers are voted in favor of the initial business combination). These quorum and voting thresholds, and the voting agreements of our initial stockholders and I-Bankers, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. 25 If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/ Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares. 26 Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on redemption rights of stockholders holding 20% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 20% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 20% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 20% of the shares sold in this offering) for or against our initial business combination. 27 Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination. We will use the remaining funds to pay I-Bankers the fee payable under the business combination marketing agreement described under the heading Underwriting Business Combination Marketing Agreement, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, as described in more detail in this prospectus) to complete our initial business combination. If we are unable to complete our initial business combination within such 12-month (or up to 18-month) period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 12-month (or up to 18-month) time period. 28 Our initial stockholders have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, as described in more detail in this prospectus) or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation. However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 12-month (or up to 18-month) time frame. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. The underwriters will not receive any of their marketing fee pursuant to the business combination marketing agreement that is held in the trust account in the event we do not complete our initial business combination. Our initial stockholders and our sponsor, executive officers, directors and director nominees have agreed that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (or up to 18 months) from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A under the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. 29 Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account. Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to our sponsor of $10,000 per month for office space, secretarial and administrative services provided to members of our management team; Payment of customary fees we may elect to make to members of our board of directors for director service; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent units at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units, including as to exercise price, exercisability and exercise period of the underlying warrants. The terms of such working capital loans by our sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. 30 RISKS We are a blank check company that has conducted no operations and has generated no revenues to date. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors in this prospectus. 31 SUMMARY FINANCIAL DATA The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. April 30, 2020 Balance Sheet Data: Working capital deficit $ 24,478 Total assets $ 59,978 Total liabilities $ 35,500 Total stockholder s equity $ 24,478 32
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001811017_equitable_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001811017_equitable_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5e5f025770e36da5956a6dda3cbd5b6e6c2cd260
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001811017_equitable_prospectus_summary.txt
@@ -0,0 +1 @@
+Our directors and officers have rights to indemnification. Our Amended Certificate of incorporation and Bylaws provide, as permitted by governing Delaware law, that we will indemnify our directors, officers and employees whether or not then in service as such, against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been made a party because he or she is or was a director, officer or employee of the company. The inclusion of these provisions in the Bylaws may have the effect of reducing the likelihood of derivative litigation against directors and officers and may discourage or deter stockholders or management from bringing a lawsuit against directors and officers for breach of their duty of care, even though such an action, if successful, might otherwise have benefited us and our stockholders.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001812234_churchill_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001812234_churchill_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..611f43c288a7a2ae2c6c8dbcc8970fef91d5e17a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001812234_churchill_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to our certificate of incorporation to be in effect upon the completion of this offering; common stock are to our Class A common stock and our Class B common stock; completion window is the period following the completion of this offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions and as further described herein. The completion window ends 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering; directors are to our directors and director nominees; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of such securities; founder shares are to shares of our Class B common stock and the shares of our Class A common stock issued upon the automatic conversion thereof at the time of our initial business combination as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares immediately prior to this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; M. Klein and Company are to M. Klein and Company, LLC, a Delaware limited liability company and its affiliates; management or our management team are to our officers and directors; permitted withdrawals means amounts withdrawn to fund our working capital requirements, subject to an annual limit of $1,000,000, and/or to pay our taxes; Private Placement are to a subscription of 9,000,000 warrants (or 10,200,000 warrants in the aggregate if the underwriters option to purchase additional units is exercised in full) at a price of $1.00 per warrant ($9,000,000 in the aggregate, or $10,200,000 in the aggregate if the underwriters option to purchase additional units is exercised in full) by our sponsor in a private placement that will close simultaneously with the closing of this offering; private placement warrants are to the warrants issued to our sponsor in the Private Placement; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a public stockholder shall only exist with respect to such public shares; sponsor are to Churchill Sponsor V LLC, a Delaware limited liability company and an affiliate of M. Klein and Company; TABLE OF CONTENTS underwriters option to purchase additional units are to the underwriters 45-day option to purchase up to an additional 6,000,000 units to cover over-allotments, if any; warrants are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and the private placement warrants; warrant exercise date are to the date on which the warrants will become exercisable, which is the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering; warrant expiration date are to the date on which the warrants expire, which is five years after the completion of our initial business combination or earlier upon redemption or liquidation; and we, us, company or our company are to Churchill Capital Corp V, a Delaware corporation. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their option to purchase additional units and the forfeiture by our sponsor of 1,500,000 founder shares. General We are a newly incorporated blank check company formed as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We may pursue an initial business combination in any business or industry but expect to focus on a target in an industry where we believe our management team and founder s expertise will provide us with a competitive advantage. Our founder, Michael Klein, is also the founder and managing partner of M. Klein and Company, which he founded in 2012. M. Klein and Company is a global strategic advisory firm that provides its clients a variety of advice tailored to their objectives. Mr. Klein is a strategic advisor to global companies, boards of directors, senior executives, governments and institutional investors. Mr. Klein s background in strategic advisory work was built during his 35 year career, including more than two decades at Citigroup Inc. ( Citi ) and its predecessors, during which he initiated and executed strategic advisory transactions. He began his career as an investment banker in the M&A Advisory Group at Salomon Brothers and subsequently became Chairman and Co-Chief Executive Officer of Citi Markets and Banking, with responsibilities for Global Corporate and Investment Banking and Global Transaction Services across Citi. In his role as Co-CEO, he was responsible for all relationship, advisory, underwriting, and capital markets issuance activity. Mr. Klein was previously Chief Executive Officer of Global Banking at Citi, CEO of Citi Markets & Banking, Europe, and Co-Head of Global Investment Banking for Salomon Smith Barney for the decade prior. In early 1999, he was given responsibility for the expansion of the firm s European investment banking business. A major step in that development was the merger, in May 2000, of Salomon Smith Barney s European operation with Schroders, a leading UK and European Merchant Bank. Prior to becoming Co-Head of the Global Investment Bank, he had been responsible for the firm s Global Financial Entrepreneurs and Private Equity Groups, a leading provider of acquisition ideas and financing for leading private equity sponsors. We will seek to capitalize on the experience and expertise of our founder. Mr. Klein has significant experience running investment banking and advisory organizations with an overarching mission of providing high quality deal sourcing and transactional advice to a broad range of clients. For example, in 2018, Mr. Klein co-founded and became Chairman of the Board of Directors of Churchill Capital Corp ( CCC ), a special purpose acquisition company that completed a $690 million initial public offering in September 2018 and merged in May 2019 with Clarivate Analytics ( Clarivate ), a leading provider of comprehensive intellectual property and scientific information, analytical tools, and services. The CCC board of directors believed that of the several transactions that CCC considered, the Clarivate merger provided CCC investors with an attractive investment opportunity that was characterized by an industry-leading, world-class management team with a history of creating significant shareholder value TABLE OF CONTENTS through superior operational performance, positive long-term trends in each of the Clarivate s operating markets, significant organic and accretive growth opportunities, a clear path to meaningfully reduced balance sheet leverage, and a compelling valuation relative to its peers. In sourcing and executing a business combination transaction, we hope to find a target with similar characteristics. In April 2019, Mr. Klein founded and became Chief Executive Officer and Chairman of the Board of Directors of Churchill Capital Corp II, a special purpose acquisition company that completed a $690 million initial public offering in July 2019. On October 13, 2020, Churchill Capital Corp II entered into a definitive agreement to merge with Software Luxembourg Holding S.A. ( Skillsoft ), a provider of digital learning and talent management solutions and entered into a definitive agreement to acquire Global Knowledge Training LLC, a provider of IT and professional skills development. In October 2019, Mr. Klein founded and became Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp III, a special purpose acquisition company that completed a $1,100 million initial public offering in February 2020. On October 8, 2020, Churchill Capital Corp III merged with MultiPlan, Inc., a technology-enabled provider of end-to-end healthcare cost management solutions. In April 2020, Mr. Klein founded and became Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp IV, a special purpose acquisition company that completed a $2,070 million initial public offering in August 2020. Our Chief Financial Officer, Jay Taragin, has held this position since May 2020 and is also the Chief Financial Officer of Churchill Capital Corp IV since April 2020 and M. Klein and Company which he joined in May 2019. Prior to joining M. Klein and Company, Mr. Taragin served as the US Scotiabank Chief Financial Officer from 2013 to 2017. Prior to Scotiabank, Mr. Taragin held a Chief Operating and Financial Officer role from 2009 to 2012 at a mortgage hedge fund and held a variety of senior finance and audit roles at Merrill Lynch & Company from 1993 to 2009. In addition, Mr. Taragin worked at Credit Suisse and PricewaterhouseCoopers as a senior auditor and accountant. Mr. Taragin is a CPA and holds a master s degree in business administration from New York University Stern School of Business and a bachelor s degree from Yeshiva University. We believe that our management team and M. Klein and Company, which is an affiliate of our sponsor, are well positioned to identify and execute attractive business combination opportunities. Our objectives are to generate attractive returns for shareholders and enhance value through selecting a high quality target at an attractive valuation, negotiating favorable acquisition terms for our stockholders and improving operational performance of the acquired company. We expect to favor potential target companies with certain industry and business characteristics. Key industry characteristics include compelling long-term growth prospects, opportunities to affect valuation improvements at the company, attractive competitive dynamics and consolidation opportunities. Key business characteristics include competitive advantages, significant streams of recurring revenue, opportunity for operational improvement, attractive steady-state margins, high incremental margins and attractive free cash flow characteristics. M. Klein and Company has established strategic relationships with selected leading investors and financing providers ( Strategic Partners ). Such Strategic Partners may invest in our sponsor, thereby sharing in the appreciation of founder shares and private placement warrants, and assist M. Klein and Company in evaluating potential acquisition targets. In addition, Glenn R. August, the CEO and Founder of Oak Hill Advisors, L.P. ( OHA ), a Strategic Partner, will join the Company s board of directors. OHA is a leading alternative investment firm with approximately $37 billion of capital under management and over 300 professionals that invest across multiple sectors and industries. M. Klein and Company has established an entity within the firm, Archimedes Advisors LLC, which will invest in our sponsor and which consists of operating partners ( Operating Partners and, together with our Strategic Partners, our Strategic and Operating Partners ) who will assist us in sourcing potential acquisition targets, and creating long-term value in the business combination for us. M. Klein and Company s Operating Partners are comprised of former senior operating executives of leading S&P 500 companies across multiple sectors and industries, including consumer, industrial, materials, energy, mining, chemicals, finance, data, software, enterprise technology, and media. With our breadth of sector coverage and deep operational expertise, we believe we can review a wide range of targets to find the most attractive target for our stockholders. Each Operating Partner has held senior leadership positions with companies where they have a proven strong track record of creating shareholder value, organically and through TABLE OF CONTENTS transformational acquisitions or corporate restructurings, as well as extensive relationships with owners and operators of companies within their respective industries. In addition to assisting in the sourcing of a potential transaction, one Operating Partner is expected to join the acquired company as an executive chairman or in another senior executive capacity in order to enhance stockholder value by improving the operational performance of the company and undertaking broader strategic initiatives. To best align the incentives of Operating Partners with our stockholders, each Operating Partner will invest in our sponsor and be eligible to share in a portion of the appreciation in founder shares and private placement warrants, provided that we successfully complete a business combination. The Operating Partner that takes on a substantial senior executive or operating role at the acquired company, on a post-business combination basis, will acquire additional founder shares from M. Klein and Company and will have a vesting schedule that is highly aligned with stockholder interests by requiring value creation for stockholders. Operating Partners will not receive any cash compensation from us prior to a business combination. We believe that the combination of our management team, M. Klein and Company and its Operating Partners and our board of directors is an innovative approach to identifying potential high quality business combination targets and aligns incentives with our stockholders, providing us with distinctive and differentiated capabilities to create stockholder value. With respect to the foregoing experiences of our management, M. Klein and Company, and our Strategic and Operating Partners, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management s, M. Klein and Company s or our Strategic Operating Partners performance as indicative of our future performance. For more information on the experience and background of our management team and the Operating Partners, see the sections entitled Management, and Proposed Business. Business Strategy Our strategy is to: leverage the strategic and transactional experience of our founder to bring advice and attention to potential business combination targets; deliver creative approaches to transaction sourcing; and utilize an understanding of global financial markets and events, financing, and overall corporate strategy options. Our selection process will leverage our founder s and our Strategic and Operating Partners network of industry, private equity sponsor, credit fund sponsor and lending community relationships as well as relationships with management teams of public and private companies, investment bankers, restructuring advisers, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. We intend to deploy a proactive, thematic sourcing strategy and to focus on companies where we believe the combination of our operating experience, relationships, capital and capital markets expertise can be catalysts to transform a target company and can help accelerate the target s growth and performance. Upon completion of this offering, members of our management team, M. Klein and Company, our Strategic and Operating Partners will communicate with their network of relationships to articulate our initial business combination criteria, including the parameters of our search for a target business, and will begin the disciplined process of pursuing and reviewing promising leads. Our management team and M. Klein and Company have experience in: sourcing, structuring, acquiring and selling businesses; fostering relationships with sellers, capital providers and target management teams; negotiating transactions favorable to investors; executing transactions in multiple geographies and under varying economic and financial market conditions; and TABLE OF CONTENTS accessing the capital markets, including financing businesses and helping companies transition to public ownership. M. Klein and Company s Operating Partners have experience in: operating companies, setting and changing strategies, and identifying, monitoring and recruiting world-class talent; acquiring and integrating companies; and developing and growing companies, both organically and through acquisitions and strategic transactions and expanding the product range and geographic footprint of a number of target businesses. Competitive Strengths The sourcing, valuation, diligence and execution capabilities of our management team, M. Klein and Company and our Strategic and Operating Partners will provide us with a significant pipeline of opportunities from which to evaluate and select a business that will benefit from our expertise. We may also have the benefit of using M. Klein and Company, or another affiliate of our sponsor, as our lead financial advisor on our business combinations and other transactions. Our competitive strengths include the following: Deep Experience of Operating Partners. We believe that our ability to leverage the experience of the Operating Partners, who comprise former senior operating executives of S&P 500 companies across multiple sectors and industries, will provide us a distinct advantage in being able to source, evaluate and consummate an attractive transaction. Proprietary Sourcing Channels and Leading Industry Relationships. We believe the capabilities and connections associated with our management team, in combination with those of M. Klein and Company and our Strategic and Operating Partners, will provide us with a differentiated pipeline of acquisition opportunities that would be difficult for other participants in the market to replicate. We expect these sourcing capabilities will be further bolstered by our management team s, M. Klein and Company s and our Strategic and Operating Partners reputation and deep industry relationships. Investing Experience. We believe that our management s track record of identifying and sourcing transactions positions us well to appropriately evaluate potential business combinations and select one that will be well received by the public markets. Execution and Structuring Capability. Our management team and sponsor believe that our and our Strategic Partners combined expertise and reputation will allow us to source and complete transactions possessing structural attributes that create an attractive investment thesis. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation. We believe that by focusing our investment activities on these types of transactions, we are able to generate investment opportunities that have attractive risk/reward profiles based on their valuations and structural characteristics. Investment Criteria We have developed the following high level, non-exclusive investment criteria that we will use to screen for and evaluate target businesses. We will seek to acquire a business that: Generates Stable Free Cash-Flow. We will seek to acquire a business that has historically generated, or has the near-term potential to generate, strong and sustainable free cash flow. Would Benefit Uniquely from our Capabilities. We will seek to acquire a business where the collective capabilities of our management and sponsor can be leveraged to tangibly improve the operations and market position of the target. Is Sourced Through our Proprietary Channels. We do not expect to participate in broadly marketed processes, but rather will aim to leverage our extensive network to source our business combination. Has a Committed and Capable Management Team. We will seek to acquire a business with a professional management team whose interests are aligned with those of our investors and TABLE OF CONTENTS complement the expertise of our founder. Where necessary, we may also look to complement and enhance the capabilities of the target business s management team by recruiting additional talent through our network of contacts. Has the Potential to Grow Through Further Acquisition Opportunities. We will seek to acquire a business that has the potential to grow inorganically through additional acquisitions. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, founder, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, founder, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view. Members of our management team may directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Our sponsor and its principals may from time to time become aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to a business combination transaction with us. As described in Proposed Business Sourcing of Potential Business Combination Targets and Management Conflicts of Interest, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. In addition, none of the Strategic Partners or Operating Partners or their personnel (other than Mr. August) are officers or directors of our company and therefore owe us no fiduciary duties as such. TABLE OF CONTENTS Mr. August s fiduciary duties to us are limited to his service as one of our directors, and the Company is not a client of OHA. While we expect that they will assist us in identifying business combination targets, they have no obligation to do so and may devote a substantial portion of their business time to activities unrelated to us. Our Strategic and Operating Partner may have fiduciary, contractual or other obligations or duties to other organizations to present business combination opportunities to such other organizations rather than to us. Accordingly, if any Strategic or Operating Partner becomes aware of a business combination opportunity which is suitable for one or more entities to which he, she or it has fiduciary, contractual or other obligations or duties, he, she or it will honor those obligations and duties to present such business combination opportunity to such entities first and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. These conflicts may not be resolved in our favor and a potential business may be presented to another entity prior to its presentation to us. While neither M. Klein and Company nor any of our Strategic and Operating Partners will have any duty to offer acquisition opportunities to us, they may become aware of a potential transaction that is an attractive opportunity for us, which they may decide to share with us. Conflicts may arise from their affiliation with our company, their provision of services both to us and to third-party clients, as well as from actions undertaken by them for their own account. In performing services for other clients and also when acting for their own account, they may take commercial steps which may have an adverse effect on us. Any of M. Klein and Company s or our Strategic and Operating Partners other activities may, individually or in the aggregate, have an adverse effect on us, and the interests of M. Klein and Company and our Strategic and Operating Partners or their respective clients or counterparties may at times be averse to ours. Please see Proposed Business Certain Potential Conflicts of Interest Relating to M. Klein and Company for additional information regarding certain potential conflicts of interest relating to M. Klein and Company and our Strategic and Operating Partners. We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors, or of M. Klein and Company and our Strategic and Operating Partners, or policies applicable to M. Klein and Company or any of our Strategic and Operating, will materially affect our ability to complete our initial business combination. Our sponsor, officers, directors, M. Klein and Company and our Strategic and Operating Partners may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers, directors, M. Klein and Company and our Strategic and Operating Partners could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. In particular, M. Klein and Company, Mr. Klein and the Operating Partners, as well as our board of directors, have formed and are actively engaged in Churchill Capital Corp II and Churchill Capital Corp IV, special purpose acquisition corporations that completed their initial public offerings in July 2019 and August 2020, respectively. Churchill Capital Corp II and Churchill Capital Corp IV, like us, may pursue initial business combination targets in any businesses or industries and have until July 1, 2021 and August 3, 2022, respectively, to do so (absent an extension in accordance with their charters). Any such companies, including Churchill Capital Corp II and Churchill Capital Corp IV, may present additional conflicts of interest in pursuing an acquisition target. Initial Business Combination The NYSE rules require that an initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if applicable, and excluding the amount of any deferred underwriting discount). We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or TABLE OF CONTENTS assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Our amended and restated certificate of incorporation will require the affirmative vote of a majority of our board of directors, which must include a majority of our independent directors, to approve our initial business combination (or such other vote as the applicable law or stock exchange rules then in effect may require). We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares in connection with our initial business combination or a stockholder vote to make certain amendments to our charter, in which case we may issue additional securities or incur debt in connection with our initial business combination. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available to us, including from the trust account, net of amounts needed to satisfy redemptions by public stockholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following the consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account upon expiration of the completion window. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. Prior to the date of this prospectus, we will file a registration statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001812667_cc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001812667_cc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..84fe098575519bcebddd657cba8e3aaf675b1686
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001812667_cc_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, our or our company are to CC Neuberger Principal Holdings II, a Cayman Islands exempted company; amended and restated memorandum and articles of association are to our Amended and Restated Memorandum and Articles of Association; CCN I are to CC Neuberger Principal Holdings I, a Cayman Islands exempted company and blank check company formed for substantially similar purposes as our company; Collier Creek are to Collier Creek Holdings, a Cayman Islands exempted company and blank check company formed for substantially similar purposes as our company; Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; forward purchase agreement are to an agreement we expect to enter into with NBOKS providing for the sale of Class A ordinary shares and warrants to NBOKS in a private placement to occur concurrently with the closing of our initial business combination; forward purchase securities are to the forward purchase shares and forward purchase warrants; forward purchase shares are to Class A ordinary shares to be issued pursuant to the forward purchase agreement; forward purchase warrants are to warrants to purchase Class A ordinary shares to be issued pursuant to the forward purchase agreement; founders are to senior professionals of CC Capital SP, LP and Neuberger Berman; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the conversion of the Class B ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, as described herein (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors, and directors are to our current directors and director nominees; NBOKS are to Neuberger Berman Opportunistic Capital Solutions Master Fund LP, a Delaware limited partnership and a member of our sponsor; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shareholders are to the holders of our public shares, including our initial shareholders and members of our management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and sponsor are to CC Neuberger Principal Holdings II Sponsor LLC, a Delaware limited liability company, which is controlled by its members CC Capital SP, LP and NBOKS. TABLE OF CONTENTS CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-fourth of one redeemable warrant (2) 69,000,000 Units $ 10.00 $ 690,000,000 $ 89,562 Class A ordinary shares included as part of the units(3) 69,000,000 Shares (4) Redeemable warrants included as part of the units(3) 17,250,000 Warrants (4) Total $ 690,000,000 $ 89,562(5) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. (2) Includes 9,000,000 units, consisting of 9,000,000 Class A ordinary shares and 2,250,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416 under the Securities Act., there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. (4) No fee pursuant to Rule 457(g) under the Securities Act. (5) The filing fee has been previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their option to purchase additional units and the surrender by our sponsor of 2,250,000 founder shares to us for no consideration. General We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Our sponsor is an affiliate of CC Capital Partners, LLC ( CC Capital ) and NBOKS. CC Capital is a private investment firm managed by a team of private equity professionals with a track record of success in sponsoring special purpose acquisition companies. NBOKS is advised by Neuberger Berman Investment Advisers LLC ( NBIA, and together with its affiliates, Neuberger Berman ). Neuberger Berman is a leader in a broad range of global investment solutions equity, fixed income and alternatives to institutions and individuals through customized separately managed accounts, mutual funds and alternative investment products. CC Capital and NBIA have entered into an arrangement whereby they have agreed to co-sponsor a series of special purpose acquisition companies, including our company and CCN I; the arrangement provides that NBOKS will make available certain funds through commitments of its limited partners, including its anchor investor, an affiliate of Koch Industries, (i) to each special purpose acquisition company in the form of certain commitments to purchase securities of such company at the time of the initial business combination of each such company, including the forward purchase commitment described on the cover of this prospectus and (ii) collectively, to all special purpose acquisition companies co-sponsored by CC Capital and NBOKS, a facility that may be used by the special purpose acquisition companies (in an aggregate amount of up to between $100 million and $600 million, provided, that such aggregate amount shall not exceed $300 million unless and until a fourth special purpose acquisition company is co-sponsored by CC Capital and NBOKS), from time to time, on a first come first serve basis, to backstop redemptions by holders of Class A ordinary shares in connection with the consummation of such company s initial business combination, with any such funds to be used by NBOKS to purchase Class A ordinary shares; provided that in no event will more than $300 million be available to any one special purpose acquisition company under such facility. There can be no assurance that the commitments described in the foregoing sentence will be available in part or at all; furthermore, the agreement governing the facility described in clause (ii) in the foregoing sentence will be entered into between NBOKS and CC Capital and we will not (a) be a party to such agreement or (b) have any rights to enforce such agreement, and the funds that may be made available to us under such agreement may instead be directed to one or more other special purpose acquisition companies formed by affiliates of CC Capital and NBOKS, including CCN I. Through our affiliation with NBOKS, we intend to capitalize on the Neuberger Berman platform to access the resources, relationships and expertise of one of the world s leading private, employee-controlled asset management companies, which we believe will provide a distinct and sustainable competitive advantage with respect to deal sourcing, investment evaluation and execution. Given our affiliation with NBOKS and CC Capital s deep private equity know-how focused on sourcing, due diligence and creating additional operational value in target companies, we believe we have the required investment, operational, diligence and capital raising experience to effect a business combination with an attractive target and to position it for long-term success in the public markets. In addition, we believe that our management team is positioned to drive ongoing value creation post-business combination, as our team has done with investments in various sectors over time. We believe our management team is well suited to identify opportunities that have the potential to generate attractive risk-adjusted returns for our shareholders. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 23, 2020 PRELIMINARY PROSPECTUS $600,000,000 CC Neuberger Principal Holdings II 60,000,000 Units CC Neuberger Principal Holdings II is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fourth of one redeemable warrant. Each whole warrant entitles its holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants once the warrants become exercisable. The underwriters have a 45-day option from the date of this prospectus to purchase up to 9,000,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of our initial business combination, including interest (net of taxes paid or payable), divided by the number of then outstanding public shares, subject to the limitations described in this prospectus. If we do not complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described in this prospectus. Our sponsor, CC Neuberger Principal Holdings II Sponsor LLC, has agreed to purchase 14,000,000 warrants (or 15,800,000 if the underwriters option to purchase additional units is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, in a private placement to occur concurrently with the closing of this offering. In connection with the consummation of this offering, we expect to enter into a forward purchase agreement with Neuberger Berman Opportunistic Capital Solutions Master Fund LP ( NBOKS ), a member of our sponsor, which will provide for the purchase of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share and three-sixteenths of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of our initial business combination. An affiliate of Koch Industries is an anchor investor in NBOKS. The forward purchase agreement will allow NBOKS to be excused from its purchase obligation in connection with a specific business combination if NBOKS does not have sufficient committed capital allocated to the forward purchase agreement to fulfill its funding obligations under such forward purchase agreement in respect of such business combination. Following the consummation of this offering and prior to an initial business combination, NBOKS intends to raise additional committed capital such that the condition described in the preceding sentence is met, but there can be no assurance that additional capital will be available. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. Our initial shareholders currently own an aggregate of 22,250,000 Class B ordinary shares (up to 2,250,000 of which will be surrendered to us by our sponsor for no consideration after the closing of this offering depending on the extent to which the underwriters option to purchase additional units is exercised). The total number of Class B ordinary shares outstanding after this offering and the expiration of the underwriters option to purchase additional units will equal 20% of the total number of Class A ordinary shares and Class B ordinary shares outstanding at such time plus the number of Class A ordinary shares issuable pursuant to the forward purchase agreement. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis, subject to adjustment, as described in this prospectus. Only holders of Class B ordinary shares will have the right to appoint directors in any election held prior to or in connection with the completion of our initial business combination and may remove members of the board of directors for any reason. On any other matters submitted to a vote of our shareholders, holders of Class B ordinary shares and holders of Class A ordinary shares will vote together as a single class, except as required by law. Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol PRPB.U on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the Class A ordinary shares and redeemable warrants comprising the units to begin separate trading on the NYSE under the symbols PRPB and PRPB WS, respectively, on the 52nd day following the date of this prospectus (or, if such day is not a business day, on the next succeeding business day) unless the underwriters permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 30 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 600,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 33,000,000 Proceeds, before expenses, to us $ 9.45 $ 567,000,000 (1) $0.20 per unit, or $12,000,000 in the aggregate (or $13,800,000 if the underwriters option to purchase additional units is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $21,000,000 in the aggregate (or $24,150,000 in the aggregate if the underwriters option to purchase additional units is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described in this prospectus and released to the underwriters only upon the completion of an initial business combination. See also Underwriting beginning on page 157 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $600,000,000, or $690,000,000 if the underwriters option to purchase additional units is exercised in full ($10.00 per unit in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Joint Booking-Running Managers Credit Suisse Citigroup Morgan Stanley Co-Manager Macquarie Capital Loop Capital Markets , 2020 TABLE OF CONTENTS Our Founders, Our Board of Directors and Management We believe our founders distinctive and complementary backgrounds can have a transformative impact on a target business. Our founders will deploy a proactive, thematic sourcing strategy and focus our efforts on companies where we believe the combination of our founders operating experience, deal-making track record, professional relationships and capital markets expertise can be catalysts to enhance the growth potential and value of a target business and provide opportunities for an attractive return to our shareholders. Chinh E. Chu serves as our Chief Executive Officer and on our board of directors. Mr. Chu has over 25 years of investment and acquisition experience. In 2016, Mr. Chu co-founded CF Corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On November 30, 2017, CF Corporation consummated the acquisition of Fidelity & Guaranty Life, a provider of annuities and life insurance products (the FGL business combination ). In connection with the FGL business combination, the name of the company was changed from CF Corporation to FGL Holdings (NYSE: FG). Mr. Chu served as Co-Executive Chairman of FGL Holdings. Mr. Chu is also the Founder and the Senior Managing Partner of CC Capital, a private investment firm. As Senior Managing Director of CC Capital, Mr. Chu led the effort to take Dun & Bradstreet private in a $7.2 billion deal that closed in February 2019. Mr. Chu was previously a Senior Managing Director at Blackstone, where he was the longest tenured partner other than Stephen A. Schwartzman. During the period from 1990 to 2015, Mr. Chu led numerous investments across multiple sectors, including technology, financial services, chemicals, specialty pharma and healthcare products, and packaging. Mr. Chu also served, at various points, as the Co-Chair of Blackstone s Private Equity Executive Committee, a member of Blackstone Capital Partners Investment Committee and a member of Blackstone s Executive Committee. Mr. Chu currently serves as a director of Dun & Bradstreet, NCR Corporation (NYSE: NCR), Stearns Mortgage, CCN I and Collier Creek and has previously served as a director of various companies including AVINTIV, FGL Holdings, Graham Packaging, Kronos Incorporated, SunGard Data Systems, Inc., the London International Financial Futures and Options Exchange, BankUnited Inc., Celanese Corporation, Nalco Company, Nycomed, Stiefel Laboratories and AlliedBarton Security Services. Matthew Skurbe serves as our Chief Financial Officer. Beginning in July 2020, Mr. Skurbe will be the Chief Financial Officer and Chief Operating Officer and Senior Managing Director of CC Capital. Prior to joining CC Capital, Mr. Skurbe was the Treasurer and Managing Director in Finance for Blackstone. Before joining Blackstone in 2009, Mr. Skurbe was the CFO for Merrill Lynch Bank & Trust, a multi-billion dollar bank housing several of Merrill Lynch s consumer lending and banking businesses. Prior to that role, Mr. Skurbe spent seven years supporting Merrill Lynch s Treasury function and had previous roles with Amerada Hess and Arthur Andersen LLP. Mr. Skurbe is also a board member of the Association for Financial Professionals, Project Sunshine and Children s Specialized Hospital Foundation. Jason K. Giordano serves as our Executive Vice President, Corporate Development. Mr. Giordano has 18 years of investment and acquisition experience across several industry sectors, including consumer products, education, packaging, chemicals and industrials, among others.Since June 2018, Mr. Giordano has served as the Co-Executive Chairman of Collier Creek Holdings (NYSE: CCH), a blank check company which he co-founded to pursue an acquisition, merger or similar business combination with one or more companies in the consumer goods and related sectors. On June 5, 2020, Collier Creek announced that it had entered into a definitive agreement with Utz Quality Foods, LLC, a leading U.S. manufacturer of branded salty snacks, to combine and form Utz Brands. Mr. Giordano has been a Senior Managing Director at CC Capital since November 2018. Previously, Mr. Giordano was a Managing Director in the private equity group at Blackstone where he oversaw investments in the consumer, education, packaging and chemicals sectors. During his over 11 year tenure at Blackstone from August 2006 to October 2017, Mr. Giordano was involved in 12 initial and follow-on acquisitions representing over $10 billion of transaction value. Prior to Blackstone, Mr. Giordano was a private equity investment professional at Bain Capital, LP and an investment banker with Goldman, Sachs, & Co. Mr. Giordano has served on the board of directors of Collier Creek Holdings (NYSE: CCH) since June 2018, and previously served on the board of directors of Pinnacle Foods, Inc. (NYSE: PF), a U.S.-based manufacturer and marketer of branded food products, from 2007 to September 2015, Crocs, Inc. (Nasdaq: CROX), a global supplier of branded footwear, from January 2015 to TABLE OF CONTENTS October 2017, AVINTIV, a global supplier of specialty materials primarily sold to consumer goods manufacturers, from January 2011 to October 2015, Outerstuff LLC, a leading U.S. supplier of licensed children s sports apparel, from May 2014 to October 2017, Ascend Learning, LLC, a provider of online professional training tools and educational software, from July 2017 to October 2017, and HealthMarkets, Inc., a direct-to-consumer provider of health, life, supplemental, and other insurance and related products, from February 2009 to October 2017. Douglas Newton serves as our Executive Vice President, Corporate Development. Mr. Newton has more than 16 years of professional investing experience across both public and private markets. Mr. Newton joined CC Capital at its founding and was integral to CC Capital s $7.2 billion acquisition of Dun & Bradstreet. Mr. Newton served as Chief Financial Officer of CF Corporation, the permanent capital vehicle through which CC Capital acquired Fidelity & Guaranty Life, and he played a leading role in the $2.5 billion acquisition. Before joining CC Capital, Mr. Newton was a Founding Partner at The WindAcre Partnership, LLC, an investment firm that owns a concentrated, long-term portfolio of global public equities and takes a private equity approach to public equity investing ( WindAcre ). At WindAcre, Mr. Newton helped lead deep company-specific research focused primarily on assessing the quality of potential investment opportunities and their intrinsic value. Prior to that, Mr. Newton was a Senior Investment Analyst at Seneca Capital Investments, a multi-strategy hedge fund, where he focused on making long-term fundamental value investments across a company s capital structure. Mr. Newton also served as an Analyst at DLJ Merchant Banking Partners, a private equity firm, where he focused on investments in the industrial, power and media sectors. In addition, Mr. Newton served as an Analyst at Credit Suisse First Boston s Media & Communications Group, and at Donaldson, Lufkin & Jenrette. Charles Kantor serves on our board of directors. Mr. Kantor is a Managing Director at Neuberger Berman after joining the firm in 2000. Mr. Kantor is the founder and Senior Portfolio Manager of the Kantor Group, which manages over $5 billion of equity and fixed income securities for institutional and high net worth investors, as of December 31, 2019. Mr. Kantor leads a team of eight investment professionals with aggregate investment experience of over 150 years and sits on the firm s Partnership Committee as a senior leader of Neuberger Berman. Prior to joining Neuberger Berman, Mr. Kantor led Stern Stewart s Financial Institutions division, where he advised clients on implementing EVA-based financial management systems and co-authored academic papers in the Journal of Applied Corporate Finance. In addition, Mr. Kantor is a regular commentator and contributor to various financial and business news media outlets. Joel Alsfine has agreed to serve on our board of directors. Mr. Alsfine is a Senior Advisor to MSD Capital LP. Until June 2020, Mr. Alsfine was a Partner at MSD Capital LP in New York, the investment firm formed in 1998 to exclusively manage the capital of Michael Dell and his family, which he joined in 2002. From 2000 to 2002, Mr. Alsfine was a Managing Director of TG Capital Corp. in Miami. Prior to 2000, he held the post of Engagement Manager with McKinsey & Co. in New York and also worked with Fisher Hoffman Stride an accounting and auditing firm in Johannesburg, South Africa. From January 2015, Mr. Alsfine has served on the board of Asbury Automotive Group (NYSE: ABG) where he is head of the Capital Allocation and Risk Committee and serves on the Audit Committee. From July 2019, Mr. Alsfine has served on the board of Life Time Inc. where he serves on the Audit and Finance committees. James Quella has agreed to serve on our board of directors. Mr. Quella has served as Chairman of the board of Michaels Companies, Inc. since April 2019, having previously served as Lead Independent Director since November 2018. Mr. Quella retired as a Senior Managing Director, Senior Operating Partner and Head of the Portfolio Operations Group at Blackstone in the Private Equity Group in June 2014, having served in these roles since 2003. Mr. Quella serves as a director and on the Compensation Committee and Audit Committee of Dun and Bradstreet Corporation. Mr. Quella was formerly a director of Allied Waste, Catalent Pharma Solutions, Inc., Columbia House, Celanese Corporation, DJO Global, Inc., FGL Holdings, Freescale Semiconductor, Inc., Graham Packaging Company, L.P., Houghton Mifflin Harcourt Company, Intelenet Global Services, Lionbridge Technologies, Inc., The Nielsen Company and Vanguard Health Systems, Inc. Together, we believe our directors and the rest of our management team bring additional expertise that will enhance our ability to identify and execute our initial business combination, and may enhance our ability to execute upon various value creation initiatives after successful completion of our business combination. TABLE OF CONTENTS In April 2018, Mr. Chu co-founded Collier Creek, a blank check company formed for substantially similar purposes as our company. Collier Creek completed its initial public offering in October 2018, in which it sold 44,000,000 units, each consisting of one Class A ordinary share of Collier Creek and one-third of one redeemable warrant to purchase one Class A ordinary share of Collier Creek, for an offering price of $10.00 per unit, generating aggregate proceeds of $440 million. Mr. Chu is the Vice Chairman of Collier Creek and Mr. Giordano is the Co-Executive Chairman of Collier Creek, and each owes fiduciary duties under Cayman Islands law to Collier Creek. On June 5, 2020, Collier Creek announced that it had entered into a definitive agreement with Utz Quality Foods, LLC, a leading U.S. manufacturer of branded salty snacks, to combine and form Utz Brands, Inc. ( Utz Brands ). The transaction is expected to close in the third quarter of 2020, subject to the satisfaction of customary closing conditions, including the approval of the shareholders of Collier Creek. Upon the closing of the transaction, it is expected that Utz Brands will trade under the ticker symbol UTZ on the NYSE. In January 2020, CC Capital SP, LP and NBOKS founded CCN I, a blank check company formed for substantially similar purposes as our company. CCN I completed its initial public offering in April 2020, in which it sold 41,400,000 units, each consisting of one Class A ordinary share of CCN I and one-third of one redeemable warrant to purchase one Class A ordinary share of CCN I, for an offering price of $10.00 per unit, generating aggregate proceeds of $414 million. Mr. Chu is the Chief Executive Officer of CCN I and a director on CCN I s Board of Directors, Mr. Newton is the Chief Financial Officer of CCN I and Mr. Kantor serves as a director on CCN I s Board of Directors, and each owes fiduciary duties under Cayman Islands law to CCN I. CCN I has not yet announced or completed its initial business combination. Notwithstanding our founders and management team s past experiences, including investments and transactions in which they have participated and businesses with which they have been associated, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. You should not rely on the historical record of our founders and management s performance as indicative of our future performance. See Risk Factors Past performance of our founders and the other members of our management team, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in us, and we may be unable to provide positive returns to shareholders. For a list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. Business Strategy Our business strategy is to identify and complete our initial business combination with a company that complements the experiences and skills of our management team and can benefit from their operational expertise. Our selection process will leverage our founders broad and deep relationship network, unique industry experiences and proven deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through our founders extensive experience and demonstrated success in both investing in and operating businesses in our target sectors and across a variety of industries, including: a track record of successfully identifying, acquiring and growing companies and ability to deliver shareholder value over an extended time period with above-market-average investment returns; experience deploying a proven value creation toolkit including recruiting world-class talent, identifying value enhancements, delivering operating efficiencies and successfully integrating strategic acquisitions; and an extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership. Upon completion of this offering, our founders will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. We believe that our management team is well positioned to identify attractive business combination opportunities with a compelling industry backdrop and an opportunity for transformational growth. Our TABLE OF CONTENTS founders objectives are to generate attractive returns for shareholders and enhance value through improving operational performance of the acquired company. We expect to favor opportunities with certain industry and business characteristics. Key industry characteristics include compelling long-term growth, attractive competitive dynamics, consolidation opportunities and low risk of technological obsolescence. Key business characteristics include high barriers to entry, significant streams of recurring revenue, opportunity for operational improvement, attractive steady-state margins, high incremental margins and attractive free cash flow characteristics. See the section entitled Proposed Business Operating Model for further information on such key industry and business characteristics we intend to address in our search for and growth of a target business. In connection with the consummation of this offering, we expect to enter into a forward purchase agreement with NBOKS, which will provide for the purchase of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share and three-sixteenths of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of our initial business combination. The forward purchase agreement will allow NBOKS to be excused from its purchase obligation in connection with a specific business combination if NBOKS does not have sufficient committed capital allocated to the forward purchase agreement to fulfill its funding obligations under such forward purchase agreement in respect of such business combination. Following the consummation of this offering and prior to an initial business combination, NBOKS intends to raise additional committed capital such that the condition described in the preceding sentence is met, but there can be no assurance that additional capital will be available. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities will be issued only in connection with the closing of the initial business combination. The proceeds from the sale of forward purchase securities may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire businesses that we believe: are fundamentally sound but are underperforming their potential; exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace; are at an inflection point where we believe we can drive improved financial performance; offer opportunities to enhance financial performance through organic initiatives and/or inorganic growth opportunities that we identify in our analysis and due diligence; can benefit from our founders knowledge of the target sectors, proven collection of operational strategies and tools, and past experiences in profitably and rapidly scaling businesses; are valued attractively relative to their existing cash flows and potential for operational improvement; and offer an attractive potential return for our shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria TABLE OF CONTENTS and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. Initial Business Combination The rules of the NYSE require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm that is a member of Financial Industry Regulatory Authority, Inc., or FINRA, or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make such independent determination of fair market value, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board of directors determines that outside expertise would be helpful or necessary in conducting such analysis. As any such opinion, if obtained, would only state that the fair market value meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of the target or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required by Schedule 14A of the Securities Exchange Act of 1934, as amended, or the Exchange Act, any proxy solicitation materials or tender offer documents that we will file with the SEC in connection with our initial business combination will include such opinion. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001814728_e-merge_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001814728_e-merge_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..25150d8b42129033a8fc9080e711067eac7d99b6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001814728_e-merge_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: Cantor are to Cantor Fitzgerald & Co. and Mizuho are to Mizuho Securities USA LLC, the representatives of the underwriters in this offering; common stock are to our Class A common stock and our Class B common stock, collectively; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issuable upon the conversion thereof as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); management or our management team are to our officers and directors; placement units are to the units being purchased by our sponsor in the private placement, each placement unit consisting of one placement share and one-third of one placement warrant; placement shares are to the shares of our common stock included within the placement units being purchased by our sponsor in the private placement; placement warrants are to the warrants included within the placement units being purchased by our sponsor in the private placement; private placement are to the private placement of 1,200,000 placement units at a price of $10.00 per unit, for an aggregate purchase price of $12,000,000, which will occur simultaneously with the completion of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in this offering or thereafter in the open market) and to any placement warrants sold as part of the placement units or warrants issued upon conversion of working capital loans in each case that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees) following the consummation of our initial business combination; sponsor are to E.Merge Technology Sponsor LLC, a Delaware limited liability company; warrants are to our redeemable warrants, which includes the public warrants as well as the placement warrants and any warrants issued upon conversion of working capital loans to the extent they are no longer held by the initial holders or their permitted transferees; and we, us, company or our company are to E.Merge Technology Acquisition Corp.. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. In July 2020, we effected a .428571 for 1 stock dividend for each share of Class B common stock outstanding, resulting in the sponsor holding 14,375,000 founders shares (up to 1,875,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). 1 Our Company We are a newly organized blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Throughout this prospectus we will refer to this as our initial business combination. While our efforts to identify a target business may span many industries and regions worldwide, we intend to focus our search for prospects within the software and internet technology industries. Our ability to locate a potential target is subject to the uncertainties discussed elsewhere in this prospectus. Our management team believes that recent years have brought a wide range of technical breakthroughs that have fundamentally shifted the frontiers of possibility in the ways we live and work. Innovations as diverse as cloud and mobile computing, artificial intelligence, machine learning, data analytics and cybersecurity, catalyzed by corresponding hardware innovations, have unlocked accelerated cycles of change, radically impacting industries and business models across the world. We believe that the transformative effects of these innovations have reshaped both large and small industries across the globe. While this widespread change can be observed in multiple spheres of life, its effects are particularly strong in the business arena. Rapid disruption and the emergence of new operating models are particularly visible in the financial, media and retail sectors, as well as interpersonal communication, transport and travel. This tech-driven change is constant and accelerating. Technological changes in video-conferencing, ride-sharing, file-sharing, collaboration and other tools have become ubiquitous in the space of a few short years and have dramatically affected the way we do business, especially in the current global environment. Going forward, we believe similar trends will be observed in various fields including the Internet of Things (IoT), data storage/centers, robotics and augmented reality/virtual reality (AR/VR). We believe that the COVID-19 pandemic has accelerated the speed of this change, locked out obsolete economic sectors, and highlighted vulnerabilities in the legacy business models of incumbents, while providing fuel to transformative business models aligned with the new norm. We believe that post COVID-19, technology companies which both leverage and catalyze these changes will take the lead in further accelerating the digital trend. Technology will expand into new frontiers, render incumbents obsolete, and reward those who seek opportunities to be fully aligned with tomorrow s technology landscape rather than continue investing in the status quo. An array of visionary private technology companies have remodeled industries and some have scaled rapidly to become household public names. Many of these companies, such as Zoom Video Communications and DocuSign, have rewarded their stockholders handsomely. Investors continue to support this expanding opportunity. Global private equity and venture capital investment in the technology, media and telecommunication (TMT) industries expanded from $44 billion in 2016 to $68 billion in 2019. Over the same period, fundraising by TMT-dedicated private equity and venture capital funds grew nearly 48% from approximately $40 billion in 2016 to $59 billion in the 12 months ending March 2019. Those dollars are spread across a wide range of industries and companies, with more than 72,000 separate company financings in the aggregate during 2017, 2018 and 2019. The convergence of technology disruption and abundant capital has led to what we believe are many opportunities for wealth creation. Nasdaq and NYSE host more than 183 publicly traded technology US companies with a market capitalization exceeding $1 billion as of June 10, 2020. However, a lot of the attention from business press and investors, has been on mega-corns private companies valued at significantly more than $1 billion. This has made the IPO route less accessible causing the number of technology company IPOs to dwindle. An average of 159 technology companies went public each year during the 1990s. Since 2010, that annual average has plummeted; in 2019 and 2018, there were only 28 and 25 technology IPOs, respectively. We believe that the increase in private capital from venture capital and private equity firms has prolonged the time that companies stay private and delaying their entrance into the public markets. As a result, the number of private companies globally valued at more than $1 billion has soared from 239 in June 2018 to 472 as of May 2020, according to PWC/CB Insights. However, exit paths for private companies remain limited as today s diminished IPO market has predominantly backed large unicorns, with the median market capitalization of a venture-backed IPO tripling from $660 million in 2012 to over $1.9 billion in 2019. This IPO trough has only increased in 2020 with zero US technology company IPOs as of May 31, 2020.We believe this provides an opportunity to help private companies find alternative ways to access the public markets. 2 In spite of the focus on mega-corns, our management team believes a larger number of equally impressive companies with valuations between $1 billion and $3 billion provide excellent growth and wealth creation opportunities. These companies may not elicit the headline-grabbing attention of the mega-corns ; nevertheless, we believe that they too boast remarkable economic performance, outstanding key metrics, deep management talent and carry potential for substantial financial upside for our investors. We believe the current market dislocation is just starting, and will have profound effects on which technology companies will prevail on Wall Street and on Main Street. The narrow traditional IPO path for technology companies appears to be effectively closed until the market can digest the impact of a massive global economic shutdown. We believe that financial sponsors of high-growth technology companies will look for alternative options to access the public markets. We will look to capture this opportunity and intend to evaluate the best risk-reward opportunity to create sustainable long-term shareholder value. Our Management Team Our management team is comprised of industry experts, whom we believe are well-positioned to identify and evaluate businesses within the technology sector that would benefit from their experience of leading public companies. We believe our management team offers extensive experience in growing and operating companies, as well as a deep network of contacts in the technology sector. Our management team is spearheaded by our Chairman nominee, S. Steven Singh, and our Co-Chief Executive Officers, Jeff Clarke and Guy Gecht. S. Steven Singh, our Chairman nominee, previously served as Chief Executive Officer of Concur Technologies, or Concur. Concur became a disruptive force in travel management with TripLink, its open-booking solution. Post-acquisition by SAP, Mr. Singh stayed on as Chief Executive Officer of Concur; he was also named to the SAP Global Managing Board and also served as President of SAP s Business Networks and Applications. Currently, Mr. Singh is a Managing Director with Madrona Venture Group, which he had worked alongside for years as a strategic director and angel investor. He focuses on next generation B2B and enterprise-related startups, particularly within Machine Learning/Artificial Intelligence, intelligent applications and next-generation cloud infrastructure. Prior to Madrona, Mr. Singh joined the board of Docker, Inc., a developer of container-based software and Platform as a Service (PaaS) services. Soon thereafter, Mr. Singh was appointed Chief Executive Officer. During Mr. Singh s tenure, Docker transformed from a mostly free open-source offering into a revenue-generating company with 750 paying enterprise customers. He has served on the boards of several private and public companies, notably Clari, a venture-backed revenue operations platform designed to improve productivity, Talend Inc. (NASDAQ: TLND), an open source software solutions provider, DocuSign, Inc. (NASDAQ: DOCU), a cloud-based software suite that automates the agreement process and provides legally binding e-signatures, Cleartrip.com, a private online portal designed to offer travel booking services, WafD Bank (NASDAQ: WAFD), a bank with operations in the western United States, Modumetal, Inc., a nanoscale metal manufacturer, W Fund, an early-stage investor in Washington state technology start-ups and Center ID, a financial services company. Jeff Clarke, one of our Co-Chief Executive Officers, Chief Financial Officer, Secretary and a Director, is currently the non-executive Chairman of FTD, LLC, a private floral wire service, retailer and wholesaler controlled by Nexus Capital. He also serves as an independent director at Generate Life Sciences, a private healthcare company controlled by GI Partners and at Columbia Care, Inc. (OTC:CCHWF), a multi-state cannabis dispensary chain. Prior to this, Mr. Clarke was Chief Executive Officer of Eastman Kodak Company (NYSE:KODK), a technology company producing camera-related products with a historic basis in photography. During his tenure, Mr. Clarke led one of the most complex turnarounds in corporate history. Mr. Clarke implemented strategic actions to generate annual saving and improve liquidity while turning around multiple divisions within Kodak to become profitable, such as its film business. Prior to joining Kodak, he served as Chief Executive Officer of Travelport Worldwide Ltd, or Travelport, a provider of distribution, technology and payment solutions for the travel and tourism industry, ultimately leading the sale of Travelport (including its Orbitz and Galileo subsidiaries) to the Blackstone Group for $4.3 billion. As Travelport s Chief Executive Officer, Mr. Clarke reorganized the company around three brands: Orbitz, CheapTickets and ebookers, engineered the acquisitions of Worldspan and Sprice.com, and coordinated the subsidiary IPO of Orbitz Worldwide, where he served as Chairman. Previously, Mr. Clarke also worked as Chief Operating Officer of Computer Associates International, Inc., a technology company, and Chief Financial Officer of Compaq, a manufacturer of personal computers and related products and services. He has served on the boards of directors of Docker, Inc., a developer of software code collaboration platforms, Autodesk, Inc. (NASDAQ: ADSK), an application software company, Red Hat, Inc., a private company providing services for various computer operating systems, and Compuware Corporation, a private firm developing software testing tools. 3 Guy Gecht, one of our Co-Chief Executive Officers, most recently served as Chief Executive Officer of Electronics For Imaging, Inc., or EFI, a private digital printing technology provider. He led the company for nearly 19 years, helping to redefine the ways printing companies pursue new markets and retool their operations in a world moving away from print on paper. During his tenure, EFI increased market penetration, diversified product offerings and introduced new services driving demand for digital printing worldwide. Besides guiding EFI through successful transformation to become a global technology leader in new industries, Mr. Gecht also shepherded EFI through many acquisitions, including the acquisition of VUTEk, a superwide digital inkjet printing company. Mr. Gecht is credited with transforming EFI into a leader in enabling digital transformation for industries such as packaging, textile and building materials, growing the company from a single product line and OEM business model into a diverse, worldwide company driving the transition from analog to on-demand digital imaging. During his tenure, Mr. Gecht led the expansion into productivity software and industrial inkjet. Mr. Gecht subsequently initiated the sale of EFI to Siris Capital Group in 2019 in a take-private transaction worth approximately $1.7 billion. Prior to joining EFI, Mr. Gecht was Director of Engineering at Interro Systems, Inc., a technology company, and a Software Manager of ASP Computer Products, a networking company. He also served as Manager of Networking Systems for Apple Israel, a technology company, and as an officer in the Israeli Defense Forces, or IDF, where he managed an engineering development team and later was an acting manager of an IDF high-tech department. Mr. Gecht currently sits on the board of several publicly-listed companies including serving as Lead Director of Checkpoint Software Technologies Ltd. (NASDAQ: CHKP), a global information technology security company, and as a Director of Logitech International S.A. (NASDAQ: LOGI), a manufacturer of computer peripherals and software. In addition, our management team consists of a diverse group of executive operators and seasoned investors. Our board of directors upon the completion of this offering will include: Shuo Zhang has served as a non-employee director of Grid Dynamics International, Inc. since 2017. Grid Dynamics is an engineering IT services company with which Chaserg Technology Acquisition Corp. (NASDAQ: CTAC), a blank-check company, consummated its initial business combination in March 2020. She is also managing partner and Chief Executive Officer of Renascia Partners, a boutique advisory firm. Ms. Zhang currently serves on the boards of directors of several other public and private companies, including S.O.I.TEC Silicon on Insulator Technologies SA, Telink Semiconductor and PDF Solutions. She is also actively involved with private venture capital firms in the Silicon Valley and currently serves as China Advisory Partner for Benhamou Global Ventures (BGV). Earlier, Ms. Zhang served in various senior management capacities at Cypress Semiconductor, including roles in corporate development, general management and worldwide mobile sales. Ms. Zhang served in different product, marketing and sales management roles in Silicon Light Machines, a subsidiary of Cypress Semiconductor which produces optical components, Agilent Technologies (NYSE:A), a chemical and life sciences diagnostic company, Altera Corporation, a manufacturer of programmable logic devices which was acquired by Intel Corporation, and LSI Corporation, a designer of software and semiconductors for storage and networking which was acquired by Avago Technologies. David ibnAle is a founding and managing partner of Advance Venture Partners, or AVP, a venture capital investment firm focused on the commerce, enterprise technology and media sectors. Prior to co-founding AVP, Mr. ibnAle was a managing director of TPG Growth, the growth equity and middle market investment platform of TPG, where he led the firm s global technology investing effort. Prior to joining TPG Growth, he was a partner at Francisco Partners and began his investing career at Summit Partners. Mr. ibnAle currently serves on the boards of Morning Consult, a global technology and media company, Affinity, Inc., a relationship management platform, PebblePost, Inc., a marketing technology platform, Above Average, a multi-channel producer of digital comedic content, HyTrust, Inc., a provider of security, compliance and control software for virtualization of information technology infrastructure, Nativo, Inc., an advertising and technology company, Unified Enterprises, Corp., a provider of social advertising services, UrbanSitter, an online service and app for the provision of childcare services, and Ultra Clean Technology Holdings (NASDAQ: UCTT), a semiconductor manufacturer. Curtis Feeny is a Senior Advisor at Peterson Partners, a private equity firm focused on the business services, consumer products, software and internet, healthcare, retail, and financial services sectors. He also serves as Venture Advisor at Voyager Capital, a venture capital investment firm focused on the software, cloud and Big Data Applications sectors, where he previously served as a Managing Director. Prior to his work at Voyager Capital and Peterson Partners, Mr. Feeny served as a Managing Director at Silicon Valley Data Capital, a venture capital firm focused on enterprise data management and synthetic intelligence software, and at Trammell Crow Company, a venture capital firm focused on the commerce, enterprise technology and media sectors. Mr. Feeny has been a 4 member of a number of boards, including Staples Inc. (NASDAQ: SPLS), an office retail company, CBRE Group, Inc. (NYSE: CBRE) a commercial real estate services company, Wise.io, a machine learning services company acquired by GE, AutoGrid Systems, Inc., a predictive energy control company, ClearCare Online, a provider of services to the home healthcare industry, Sensys Networks, Inc., an urban traffic management company, Ayla Networks Inc., an Internet-of-Things solutions provider, and Stanford Federal Credit Union, a credit union. Past performance of our management team and advisors does not guarantee either (i) success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team or advisors as indicative of our future performance. Additionally, in the course of their respective careers, members of our management team have been involved in businesses and deals that were unsuccessful. Our officers and directors have no experience with blank check companies or special purpose acquisition companies. In addition, our executive officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. For a list of our executive officers, directors and entities for which a conflict of interest may or does exist between such persons and the company, as well as the priority and preference that such other entities have with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under Management Conflicts of Interest . Our Mission Our goal is to consummate an initial business combination with a high-performing technology company valued between $1 billion and $3 billion. By leveraging our management s extensive industry experience and deep personal network, we believe we bring substantial and symbiotic benefits to any acquired company. The benefits we believe we offer to a target company encompass but are not limited to the following: Expertise in building successful companies: Our management team has a combined 56 years of Chief Executive Officer leadership experience across both public and private companies, and across both hardware and software firms. They have demonstrated strong track records of success in improving fundamental operational metrics, including revenue and EBITDA growth, and expansion of business lines into new markets and industry verticals. They have also demonstrated expertise in navigating the capital markets, delivering value to public investors as Chief Executive Officers of publicly traded companies, and executing various successful M&A strategies across acquisitions, integrations and spin-offs; Ability to mentor and support exceptional executives: Our Chairman and Co-Chief Executive Officers have served on over two dozen boards, including boards of 10 public companies and our advisors, Alex Vieux and Steve Fletcher, have also served on dozens of other boards. Our Chairman and co-Chief Executive Officers have taken four companies public during their tenure as board members and Chief Executive Officers, thrived amid complex governance dilemmas and enhanced their companies global growth. Our management team and advisors have developed a keen acumen for identifying, grooming and mentoring top talent, and will bring this experience to bear in positioning the acquired company s leadership for long-term success; Maximizing the value of becoming a publicly traded entity: We are committed to working with management and shareholders who aspire to have their company become a public entity and create substantial wealth. The benefits of transitioning from a private to a public entity may include a broader access to debt and equity providers, liquidity for employees and potential acquisitions, and expanded branding in the marketplace. Acquisition Criteria Our intent is to seek potential target businesses globally. We intend to accomplish this using a global network of professional contacts that has been developed by our management team and advisors over many years. This network encompasses private equity firms, venture capitalists and entrepreneurs. Our sourcing methodology includes pre-screening steps that we believe will lead to fruitful negotiating phases and final agreement. 5 The maturity and judgment skills accumulated by our management team and advisors will guide our acquisition process. When candidate companies are being evaluated, we expect to use the following, non-exclusive criteria for determining opportunities. Size: We intend to target entities whose enterprise value is between $1 billion and $3 billion. We intend to seek companies which have the potential to develop a deep international following, and which we believe offer long-term risk-adjusted return potential; Focus: We will focus on the technology industry, where we have significant experience. We believe our management team s experience across various technology sectors enables us to scout and evaluate a potential target quickly in order to secure favorable terms, and strategize appropriate post-transaction operational improvements; Management s maturity: We intend to seek companies with proven and accomplished management teams which are eager to partner with us and march forward together. We intend to spend significant time assessing a company s leadership and human fabric to ensure that the factors for both a successful combination and post-combination outperformance are in place, and that a target s management will be aligned with its stakeholders; Operational maturity: We intend to select companies which have the requisite compliance, financial controls and reporting processes in place and are ready to effectively navigate the complex regulatory environment associated with being a public entity; Growth: We intend to invest in companies that possess sustainable competitive advantages, and promising substantial room for growth; we will look for the existence of strong unit economics and continued potential for additional revenue and cost leadership; Benefit from being public: We are committed to working with management and shareholders who aspire to have their company become a public entity and generate substantial wealth creation. The potential benefits of transitioning from a private to a public entity include a broader access to debt and equity providers, liquidity for employees and potential acquisitions, and expanded branding in the marketplace; Reputation and market acceptance: We intend to seek companies with a sizable market share in their segment and the opportunity to achieve market leadership. They should also have defensible proprietary technology and intellectual property rights; Appropriate valuations: We are rigorous, disciplined, and valuation-centric investors, with a keen understanding of market value. We expect to enter a business combination only if it pairs significant upside potential with limited downside risks. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission. We may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination. We intend to acquire a company with an enterprise value significantly above the net proceeds of this offering and the sale of the placement units. Depending on the size of the transaction or the number of public shares we become obligated to redeem, we may potentially utilize several additional financing sources, including but not limited to the issuance of additional securities to the sellers of a target business, debt issued by banks or other lenders or the owners of the target, a private placement to raise additional funds, or a combination of the foregoing. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient to meet our obligations or our working capital needs, we may need to obtain additional financing. 6 Initial Business Combination NASDAQ rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act . Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of NASDAQ s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Our Business Combination Process In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We will also seek to utilize the expertise of our management team in analyzing software and internet technology companies and evaluating operating projections, financial projections and determining the appropriate return expectations given the risk profile of the target business. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view. Certain of our officers and directors presently have fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the 7 opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Each of our officers has agreed not to become an officer of any other special purpose acquisition company that has publicly filed a registration statement for its initial public offering until we have entered into a definitive agreement regarding our initial business combination or we have liquidated the trust account. Corporate Information Our executive offices are located at 533 Airport Blvd, Suite 400, Burlingame, CA 94010, and our telephone number is (619) 736-6855. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th. 8 The Offering
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001814824_kismet_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001814824_kismet_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5aca0eae59c05a1416ea13e7f6c9346bc68a5090
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001814824_kismet_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: we, us, company or our company are to Kismet Acquisition One Corp, a business company incorporated in the British Virgin Islands with limited liability; BVI refers to the British Virgin Islands; Companies Act and Insolvency Act are to the British Virgin Islands Business Companies Act, 2004 and the Insolvency Act, 2003, of the British Virgin Islands, respectively, and in each case, as amended; forward purchase agreement are to an agreement providing for the sale of forward purchase units to our sponsor in a private placement to occur concurrently with the closing of our initial business combination; forward purchase securities are to the forward purchase units, the forward purchase shares and the forward purchase warrants; forward purchase shares are to ordinary shares underlying the forward purchase units and the forward purchase warrants; forward purchase units are to the units to be sold pursuant to the forward purchase agreement; forward purchase warrants are to warrants to purchase ordinary shares underlying the forward purchase units; founder shares refer to our ordinary shares initially purchased by our sponsor in a private placement prior to this offering; management or our management team are to our executive officers and directors; ordinary shares refer to the ordinary shares of no par value in the company; private placement warrants are to the warrants we are selling to our sponsor in a private placement simultaneously with the closing of this offering; public shares and public warrants refer to ordinary shares and warrants which are being sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders and public warrant holders refer to the holders of our public shares and public warrants, including our sponsor and management team to the extent they purchase public shares or public warrants, provided that their status as public shareholders and public warrant holders shall exist only with respect to such public shares or public warrants; and sponsor is to Kismet Sponsor Limited, a business company incorporated in the British Virgin Islands with limited liability. Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their option to purchase additional units. Overview We are a newly organized blank check company incorporated in the British Virgin Islands as a business company with limited liability (meaning that our shareholders have no additional liability, as members of our company, for the liabilities of our company over and above the amount paid for their shares) and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar initial business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has 1 anyone on our behalf, initiated any discussions, directly or indirectly, with any potential business combination target. We have conducted no operations and have generated no revenues to date and we will not generate operating revenues until, at the earliest, after we consummate our initial business combination. Although we anticipate acquiring a target business that is an operating business, we are not obligated to do so and may determine instead to merge with or acquire a company with no operating history if the terms of the transaction are determined by us to be favorable to our public shareholders and the target business has a fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable, if any, on the income accrued on the trust account) at the time of the agreement to enter into the initial business combination. In such event, investors would not have the benefit of basing the decision on whether to remain with our company following such transaction on the past operations of such target business. Furthermore, in such a situation, many of the acquisition criteria and guidelines set forth in this prospectus may be rendered irrelevant. If we do not obtain a fairness opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm, with respect to such criteria, the fair market value of such a target would be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and/or book value, discounted cash flow valuation or value of comparable businesses. We can provide no assurances that our management team s expertise will guarantee a successful initial business combination. In addition, our management team is not required to devote a significant or certain amount of time to our businesses on a monthly basis and our management team is currently devoting time to, and is involved with, other businesses. Business Strategy We will seek to capitalize on the substantial deal sourcing, investing and operating expertise of our founder, Chairman and Chief Executive Officer, Ivan Tavrin. Mr. Tavrin is a Russian entrepreneur with substantial experience in building, operating and investing in businesses, predominantly in TMT and consumer industries, both in the private and public markets. Mr. Tavrin is a founder of UTH Russia Limited, or UTH, one of the largest independent media broadcasting groups in Russia, which comprises 3 television networks, including leading musical channel Muz-TV, reality TV channel U and the Disney Channel (Russia) owned pursuant to a joint venture with The Walt Disney Company, or Disney (NYSE: DIS). Mr. Tavrin is an indirect controlling shareholder in a leading regional radio network Vyberi Radio , in the largest digital out-of-home advertising operator in Russia Gallery and in a leading telecommunications infrastructure provider Vertical . His past experience includes serving, from 2012 to 2016, as the chief executive officer of PJSC MegaFon ( MegaFon ), the second largest telecommunications operator in Russia as of December 31, 2016, having led its US$1.8 billion initial public offering and dual listing on the London Stock Exchange and Moscow Exchange in 2012. He also served as a board member at Mail.ru Group Limited ( Mail.ru Group ), one of the largest companies in the Russian-speaking internet market. While we may pursue an acquisition opportunity in any industry or sector and in any region, we intend to focus on industries that complement our management team s background so we can capitalize on their ability to identify, acquire and operate a business. We therefore intend to focus on companies in the telecommunications infrastructure, internet and technology and consumer goods and services sectors operating in Russia (which may include a business based in Russia which has operations or opportunities outside of Russia or a business based outside of Russia which has operations or opportunities in Russia); however, we may decide to enter into an initial business combination with a target business that is not based in, and does not have any operations or opportunities in Russia. We believe our sponsor s and management team s deal sourcing, investing and operating expertise, as well as their network of contacts will uniquely position us to take advantage of proprietary opportunities in the telecommunications, internet and technology and consumer goods and services sectors, where we believe opportunities exist to employ a buy and build (roll-up) strategy to consolidate assets across fragmented sub-sectors, creating new majors with improved efficiencies and network effects through scale. We believe this expertise and network of contacts will allow us to generate a number of acquisition opportunities. As a result of our investing and operating expertise, we believe there are a number of high-quality telecommunications, internet and technology and consumer goods and services sector businesses in Russia with adequate scale to be attractive public companies in the United States, in particular operating within the following sub-sectors: Telecommunications infrastructure In recent years there has been significant growth in demand for mobile data in Russia with the improvement in 3rd and 4th generation connectivity standards, which are now moving towards 2 5th generation connectivity standards. There has also been increasing coverage of more rural and remote areas as well as data transmission growth. Meeting such demand will require investment in the infrastructure network. In the current marketplace there is limited infrastructure sharing in Russia. We believe that there is growing recognition among mobile network operators that some elements of telecommunications infrastructure do not deliver competitive benefits relative to the benefits provided by portfolio sharing, which we believe may in turn lead to the establishment of independent infrastructure players providing services to multiple operators as is evident in many other developed and emerging markets. We believe that there may be an opportunity in the Russian market to invest in telecommunications infrastructure businesses to provide services to multiple mobile network operators, and to employ a roll-up strategy to seek to achieve trading multiples arbitrage, increased operating leverage through scale and improved operational efficiency. Internet and technology The Russian internet market is the largest in Europe and the 8th largest in the world based on the number of internet users and we believe that the market will continue to grow, driven by the increase in penetration of mobile internet usage and a further shift from offline to online channels changing consumers behavior patterns. However, there are currently only three publicly traded companies operating internet businesses in Russia, and we believe that there may be an opportunity to establish a holding company which would bring to the public market one or more existing private companies that operate within the internet and technology sector. Consumer goods and services The Russian economy has low but growing penetration of consumer oriented businesses across multiple verticals, including food and non-food retail, hospitality, private healthcare, fast-moving consumer goods, out of home dining, entertainment and others. We believe that many of the industries in the consumer space remain highly fragmented, especially in the Russian regions, and that there may be opportunities to acquire one or more consumer focused businesses and pursue a buy and build consolidation strategy. We intend to seek out potential targets that we believe have proven business models and attractive growth profiles. We also believe our sponsor s and management team s extensive experience in deal sourcing from private and public sources, as well as their advisory and consulting engagements, provide unique insight when identifying potential business combination opportunities and creating value. We believe their experience and proximity to real-time information positions us to obtain access to differentiated deal flow, frequently in a non-competitive manner and prior to other parties with an interest in such transactions. Furthermore, we believe that limited access to capital markets and a scarcity of long-term private equity capital in Russia has created significant demand from companies seeking to raise capital or otherwise achieve liquidity. Under conditions where the Russian capital markets are less developed than the U.S. capital markets, we believe we can provide the target company with an attractive alternative path to a public listing or sale. In particular, due to limited liquidity in the last six years, there is a subset of private equity and venture capital portfolio companies where a liquidity event is required due to an end of the investment cycle. We believe the reduced liquidity and increased market volatility in the Russian economy will allow us to capture opportunities on attractive terms. We believe the following factors represent a strong rationale for pursuing our business strategy: Portfolio rationalization (including optimization of corporate structure, divestment of non-core assets or transformation from an asset-heavy to asset-light business model) is especially relevant for businesses in the turbulent and competitive environment prevalent today, particularly in the telecommunications industry, and may lead to acquisition opportunities for the Company. Devaluation of the Russian Ruble has created opportunities in salary arbitrage, which aided many companies in strengthening their competitive advantage in export potential, especially in information technology and software, production, outsourcing and other sectors. Import substitution in pharmaceuticals, food, consumer and other industries is strongly supported by the Russian Government and may also lead to growth of consumer expenditures by creating low-cost substitutes to imported products which benefit Russian businesses. 3 Acquisition Criteria Consistent with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any of these criteria and guidelines. We intend to seek to acquire companies that we believe: have strong competitive positions, proven business models and attractive growth prospects; have limited access to capital markets due to external factors; could benefit from the substantial expertise, experience and network of our sponsor and management team, who could assist with, for example, growth strategy, international expansion, operations and the evaluation and integration of acquisitions; are well positioned to participate in sector consolidation and would benefit from a public acquisition currency; would avoid the potentially onerous terms, such as liquidation preferences, that are often characteristic of late stage private growth financing rounds; and offer attractive risk-adjusted returns. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into an initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC. Initial Business Combination Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable, if any, on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm, with respect to the satisfaction of such criteria. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity 4 interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable, if any, on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. If our securities are not listed on Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on Nasdaq at the time of our initial business combination. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. We also expect to utilize our operational and capital planning experience. For more information regarding our management team s experience, please see Proposed Business beginning on page 76. Given our experience, we will have the capacity to appropriately source opportunities and conduct a substantial portion of due diligence ourselves, relying less on third parties than many other similar companies. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, although we do not intend to do so. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, that our initial business combination is fair to our company from a financial point of view. Post-Acquisition Leadership After the initial business combination, we will seek to apply a rigorous approach to enhancing shareholder value through our participation on the board of directors or through direct involvement with company operations or both. We intend to rely on the extensive professional network of our founder including, long term associates and former employees and will assemble a team of industry experts that have the most relevant expertise to enhance the shareholder value. Our Management Team Ivan Tavrin, our founder, Chairman and Chief Executive Officer has over 20 years of investment, deal-making and operational experience. Mr. Tavrin is the founder and principal of Kismet Capital Group, a private investment group, which he founded in 2017 and has managed since its inception. In that capacity, and as part of Kismet Capital Group s investment strategy, Mr. Tavrin, through special purpose entities controlled by him, acquired LLC Gallery Service in 2018 and acquired an indirect controlling interest in Vertical LLC in 2019. Between 2007 and 2009, Mr. Tavrin built Media-One Holdings Limited which owned 35 television stations and Vyberi Radio, which owned 55 radio stations across Russia, having rolled-up radio stations in more than 20 Russian cities. In 2009, Media-One Holdings Limited merged its television assets with the television networks MUZ-TV and 7TV to create UTH Russia Limited. Mr. Tavrin served as chief executive officer of UTH from its inception in 2009 until 2011 and was the chairman of the board of directors from 2012 until 2016. In 2011, UTH entered into a joint venture arrangement with The Walt Disney Company, resulting in Disney acquiring 49% of one of UTH s television channels, 7TV which was subsequently rebranded as Disney Channel Russia, for $300 million. The transaction is the only joint venture to date between a Russian company owning a free-to-air television network and a major U.S. international media company and Disney Channel Russia is the only Disney branded free-to-air TV channel in the world where Disney does not have a majority control. By the end of 2016, the assets of UTH were transferred to New Media Holdings LLC. Mr. Tavrin owns 99.99% (through direct and indirect holdings) of New Media Holdings LLC branded as Media-1. 5 In 2015, Mr. Tavrin led UTH in a transaction to acquire a 75% interest in CTC Media, which was at the time listed on Nasdaq. UTH was one of the largest independent media broadcasting groups in Russia at the end of 2018 based on viewership. In December 2018, UTH sold its interests in CTC Media to a consortium of investors. In 2018, Mr. Tavrin, through LLC Media-1, completed an acquisition of LLC Gallery Service, the second largest out-of-home (OOH) advertising operator in Russia and the largest digital OOH operator with over 15,000 advertising surfaces across the country. In 2019, Mr. Tavrin led an acquisition of an indirect controlling interest in Vertical LLC, one of the leading independent telecommunications infrastructure operators in Moscow. Mr. Tavrin also has significant operating expertise serving as a chief executive officer of a public company. From 2012 to 2016, Mr. Tavrin served as chief executive officer of MegaFon, the second largest telecommunications operator by revenue in Russia. In 2012, Mr. Tavrin led MegaFon through an initial public offering and dual listing on the London Stock Exchange and Moscow Exchange. This listing was the largest initial public offering of a telecommunications company in Russia by offer size to date and the largest initial public offering of a Russian company by offer size since 2010. MegaFon had a market capitalization of $11.1 billion at the time of listing. The initial public offering also attracted an international investor base with a small minority of investors from Russia. During Mr. Tavrin s tenure as chief executive officer of MegaFon, its market share of subscribers grew from approximately 27% to approximately 30% between December 31, 2011 and December 31, 2015 and MegaFon s EBITDA improved by over 30% during that period. In the same period, MegaFon s revenue grew by approximately 30%, cash flow generation increased, operating free cash flow doubled and mobile subscribers increased from 61.6 million to 74.8 million. From 2012 to June 2014 when the 2014 Russian economic downturn started, MegaFon s share price grew 71%. Mr. Tavrin has a successful track record in exiting investments and businesses he built. In early 2014, Mr. Tavrin purchased a significant minority stake in VK.com Limited ( VK ), the largest Russian social network (by registered users ), from its founder. In 2014, Mr. Tavrin sold this minority stake in VK to Mail.ru Group, VK s majority shareholder. This sale was a critical step for the larger group reorganization of VK in order to consolidate Mail.ru Group s control in VK. In 2013, Mr. Tavrin acquired a majority stake in Pladform LLC, an online video distribution platform in Russia, which was subsequently merged with RuTube, one of the leading video streaming services in Russia. In 2018, Mr. Tavrin made a successful exit from the merged company. From 2009 to 2011, Mr. Tavrin held a stake in NetByNet, one of the leading fiber to the home operators in the Moscow region. NetByNet expanded through the acquisition of approximately 30 local internet service providers and was subsequently sold to MegaFon. In 2001, Mr. Tavrin founded Regional Media Group. The television business of Regional Media Group was subsequently sold to TV3, and Mr. Tavrin then became the largest non-institutional shareholder and the president of TV3. As president, Mr. Tavrin grew the combined business through the acquisition of numerous regional television assets. Mr. Tavrin then led the sale of TV3 to Prof Media for approximately $550 million. Assistance from Affiliated Persons In addition to the members of our management team, our investment team will include investment partners at affiliates of our sponsor s investment vehicle Kismet Capital Group and we expect that these individuals will dedicate some of their professional time to our affairs: Evgeny Fridman worked at MegaFon between 2009 and 2014, and most recently served as head of investment analysis and investor relations. From 2006 to 2008, Mr. Fridman worked as an investment analyst and portfolio manager at Eden Financial, a London-based investment management firm and prior to that held various finance and IT related roles starting from 2001. He holds an MSc in Finance from Cranfield University in the UK. Svetlana Ushakova served as a deputy to the chief financial officer at MegaFon and was responsible for MegaFon s corporate finance and treasury activities between 2012 and 2017. Prior to MegaFon, between 2010 and 2012, she was a director for Capital Markets at UC Rusal, the largest aluminum producer in the world, where she was responsible for public capital markets and structuring products of the group. From 2004 to 2010, Ms. Ushakova served as part of the senior E&R coverage investment banking team of ABN AMRO Bank covering the largest Russian and CIS O&G and P&U clients across all spectrums of financial products. Prior to ABN Amro, she spent two years within a London coal desk at Noble group, a leading global commodity trading firm. She holds an MSc in Accounting and Finance from London School of Economics and Political Science. 6 Oleg Bibergan worked at Goldman Sachs between 2007 and 2020, first as an analyst, then as an associate and later as an executive director of Special Situations Group, a principal investments unit of Goldman Sachs. As an executive director, he was responsible for Goldman Sachs investments in IXCellerate, the leading carrier-neutral datacenter platform in Russia; Headhunter, the leading Russian job board (Nasdaq: HHR); Cian, the leading Russian real estate classified platform; OneTwoTrip, the leading Russian online travel agency; and Kaspi.kz, the leading Kazakh fintech/e-commerce ecosystem. Mr Bibergan also serves as an observer on the board of several global VC-backed businesses including Miro and Dostavista. Mr. Bibergan holds a degree in Economics from Harvard University. Members of our management team will directly or indirectly own our securities following this offering and are affiliated with entities that will purchase forward purchase securities and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. As more fully discussed in Management Conflicts of Interest, if any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business of any entity to which he has pre-existing fiduciary or contractual obligations, he may be required to present such initial business combination opportunity to such entity prior to presenting such initial business combination opportunity to us. Certain of our officers, directors and director nominees currently have certain relevant fiduciary duties or contractual obligations. We do not believe, however, that any fiduciary duties or contractual obligations of our executive officers arising in the future would materially undermine our ability to complete our initial business combination. Emerging Growth Company Status and Other Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Our executive offices are located at 850 Library Avenue, Suite 204, Newark, Delaware 19715, and our telephone number is (302) 738-6680. 7 Private Placements On June 8, 2020, our sponsor subscribed for, and we issued to it, an aggregate of 6,250,000 of our ordinary shares for a total subscription price of $25,000, or approximately $0.004 per share. Such shares are fully paid, and the cash amount of the subscription price was received on June 11, 2020. On July 15, 2020, we effected a share split whereby each of our 6,250,000 then issued ordinary shares was sub-divided into 1.23 shares, resulting in our sponsor holding an aggregate of 7,687,500 ordinary shares. We refer to these shares collectively throughout this prospectus as the founder shares. The founder shares held by our sponsor include an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters option to purchase additional units is not exercised in full, so that our sponsor will own 20% of our issued and outstanding shares after this offering (assuming it does not purchase units in this offering) plus the forward purchase shares. Neither our sponsor nor any member of our management team has indicated any intention to purchase units in this offering, other than as disclosed in this prospectus. The founder shares are identical to the ordinary shares included in the units being sold in this offering. However, the sponsor has agreed (A) to vote any shares owned by it in favor of any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote or tender offer to approve or in connection with a proposed initial business combination. Additionally, the sponsor has agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (x) one year after the date of the completion of our initial business combination or earlier if, subsequent to our initial business combination, the last reported sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Our sponsor has committed to purchase from us an aggregate of 6,750,000 warrants (or 7,500,000 warrants if the underwriters option to purchase additional units is exercised in full) at a price of $1.00 per warrant (approximately $6,750,000 in the aggregate, or $7,500,000 if the option to purchase additional units is exercised in full) in a private placement that will close simultaneously with the closing of this offering. The proceeds from the sale of the private placement warrants will be added to the proceeds of this offering and placed in the trust account. The private placement warrants are identical to the warrants included in the units sold in this offering except the private placement warrants will be non-redeemable and may be exercised on a cashless basis, at the holder s option, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The purchasers have also agreed not to transfer, assign or sell any of the private placement warrants or underlying securities (except to the same permitted transferees as the founder shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the private placement warrants must agree to, each as described above) until 30 days after the completion of our initial business combination. In connection with the consummation of this offering, we will enter into a forward purchase agreement with our sponsor (either directly or through an affiliate), which provides for the purchase of $20,000,000 of units, with each unit consisting of one ordinary share and one half of one warrant to purchase one ordinary share at $11.50 per share, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of our initial business combination. The purchase under the forward purchase agreement is required to be made regardless of whether any ordinary shares are redeemed by our public shareholders. The forward purchase securities will be issued only in connection with the closing of the initial business combination. The proceeds from the sale of forward purchase securities may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. 8 The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 23 of this prospectus. Securities offered 25,000,000 units, at $10.00 per unit, each unit consisting of one ordinary share and one-half of one warrant. Each whole warrant offered in this offering is exercisable to purchase one ordinary share. Only whole warrants may be exercised. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The forward purchase warrants will be exercisable on the same terms as the warrants offered as part of the units. We structured our units to consist of one-half of one warrant exercisable for one ordinary share at a price of $11.50 per share, as compared to units issued by some other similar companies which include whole warrants exercisable for one share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. However, this unit structure may cause our units to be worth less than if they included a whole warrant to purchase one share. Listing of our securities and proposed symbols We anticipate the units, and the ordinary shares and warrants once they begin separate trading, will be listed on Nasdaq under the symbols KSMTU, KSMT and KSMTW, respectively. Trading commencement and separation of ordinary shares and warrants Each of the ordinary shares and warrants will begin separate trading on the 52nd day following the date of this prospectus unless Credit Suisse and BofA Securities inform us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. 9 Separate trading of the ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet of the Company reflecting our receipt of the gross proceeds at the closing of this offering. We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place three business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the option to purchase additional units if the option to purchase additional units is exercised on the date of this prospectus. If the underwriters option to purchase additional units is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the underwriters option to purchase additional units. Units: Number outstanding before this offering 0 Number to be outstanding immediately after this offering 25,000,000(1) Ordinary shares: Number outstanding before this offering 7,687,500(2) Number to be outstanding immediately after this offering 31,750,000(1) Warrants: Number outstanding before this offering 0 Number of private placement warrants to be sold simultaneously with this offering 6,750,000(3) Number to be outstanding immediately after this offering and sale of private placement warrants 19,250,000(3) ____________ (1) Assumes no exercise of the underwriters option to purchase additional units and the forfeiture by our sponsor of 937,500 founder shares. (2) Includes up to 937,500 ordinary shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters option to purchase additional units is exercised. (3) Assumes no exercise of the underwriters option to purchase additional units. 10 Exercisability: Exercise price $11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of our ordinary shares (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or an affiliate of our sponsor, without taking into account any founder shares held by our sponsor or an affiliate of our sponsor, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to Redemption of warrants when the price per ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. Exercise period The warrants will become exercisable on the later of 30 days after the completion of an initial business combination or 12 months from the closing of this offering. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. No public warrants will be exercisable for cash unless we have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including in connection with a cashless exercise permitted as a result of a notice of redemption described below under Redemption of warrants when the price per ordinary share equals or exceeds $10.00 ). Redemption of warrants when the price per ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (excluding the private placement warrants), in whole and not in part, at a price of $0.01 per warrant: upon a minimum of 30 days prior written notice of redemption, if, and only if, the last reported sale price of our ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Warrants and Forward Purchase Warrants Anti-dilution Adjustments ) for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption to the warrant holders (which we refer to as the Reference Value ). 11 We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. The forward purchase warrants will be redeemable on the same terms as the warrants offered as part of the units being sold in this offering. Redemption of warrants when the price per ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants, in whole and not in part, at a price of $0.10 per warrant: upon a minimum of 30 days prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Warrants and Forward Purchase Warrants based on the redemption date and the fair market value of our ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Warrants and Forward Purchase Warrants , if, and only if, the Reference Value (as defined under Redemption of warrants when the price per ordinary share equals or exceeds $18.00 ) equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Warrants and Forward Purchase Warrants Anti-dilution Adjustments ), and if the Reference Value (as defined under Redemption of warrants when the price per ordinary share equals or exceeds $18.00 ) is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Warrants and Forward Purchase Warrants Anti-dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our ordinary shares for the above purpose shall mean the volume weighted average price of our ordinary shares during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the ten trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 ordinary shares per warrant (subject to adjustment). 12 No fractional ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Warrants and Forward Purchase Warrants for additional information. The forward purchase warrants will be redeemable on the same terms as the warrants offered as part of the units being sold in this offering. Forward Purchase Agreement In connection with the consummation of this offering, we will enter into a forward purchase agreement with our sponsor (either directly or through an affiliate), which provides for the purchase of $20,000,000 of units, with each unit consisting of one ordinary share and one half of one warrant to purchase one ordinary share at $11.50 per share, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of our initial business combination. The purchase under the forward purchase agreement is required to be made regardless of whether any ordinary shares are redeemed by our public shareholders. The forward purchase securities will be issued only in connection with the closing of the initial business combination. The proceeds from the sale of forward purchase securities may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. Founder shares On June 8, 2020, our sponsor purchased an aggregate of 6,250,000 founder shares for a capital contribution of $25,000, or approximately $0.004 per share. On July 15, 2020, we effected a share split whereby each of our 6,250,000 then issued ordinary shares was sub-divided into 1.23 shares, resulting in our sponsor holding an aggregate of 7,687,500 ordinary shares. Prior to the initial investment in the Company of $25,000 by our sponsor, the Company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding public shares and founder shares after this offering. As such, our sponsor will own founder shares equal to 20% of the outstanding public shares and founder shares after this offering plus the forward purchase shares. If we increase or decrease the size of the offering, we will effect a share dividend or share buyback, as applicable, immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our sponsor prior to this offering at 20% of our public shares and founder shares upon the consummation of this offering plus the forward purchase shares. Up to 937,500 founder shares will be subject to forfeiture by our sponsor (or its permitted transferees) on a pro rata basis depending on the extent to which the underwriters option to purchase additional units is exercised. Transfer restrictions on founder shares Subject to certain limited exceptions discussed on page 110 of this prospectus, and set forth in a letter agreement between us and our sponsor, the founder shares may not be transferred, assigned or sold until one year after the date of the consummation of our initial business combination or earlier if, subsequent to our initial business combination, (i) the last reported sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (ii) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. We refer to such transfer restrictions throughout this prospectus as the lock-up. 13 Terms of founder shares The founder shares are identical to the public shares included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail above; our sponsor has entered into a letter agreement with us, pursuant to which it has agreed (i) to waive its redemption rights with respect to its founder shares and any public shares purchased during or after this offering in connection with the completion of our initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering although it will be entitled to liquidating distributions from the trust account with respect to any public shares it holds purchased during or after this offering if we fail to complete our initial business combination within the prescribed time frame. If we submit our initial business combination to our public shareholders for a vote, our sponsor has agreed to vote its founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our sponsor s founder shares, we would need 9,125,001, or 36.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all issued and outstanding shares are voted and the option to purchase additional units is not exercised), subject to any higher threshold as is required by British Virgin Islands or other applicable law, in order to have such initial business combination approved. Our officers, directors and director nominees have also agreed to (i) waive their redemption rights with respect to their public shares purchased during or after this offering in connection with the completion of our initial business combination and (ii) vote any public shares owned by them immediately before this offering as well as any public shares acquired in this offering or in the aftermarket in favor of our initial business combination; and the founder shares are entitled to registration rights. Proceeds to be held in trust account Of the net proceeds of this offering and the private placement warrants, $250,000,000 (or $287,500,000 if the underwriters option to purchase additional units is exercised in full) or $10.00 per unit sold to the public in this offering (whether or not the option to purchase additional units is exercised in full or in part), will be placed into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. These proceeds include $8,750,000 (or $10,062,500 if the underwriters option to purchase additional units is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (a) the completion of our initial business combination, (b) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, and (c) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. 14 Anticipated expenses and funding sources Except as described above, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. Notwithstanding the foregoing, there can be released to us, from time to time, any interest earned on the funds in the trust account that we may need to pay our tax obligations. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $750,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or any of their affiliates or other third parties, although they are under no obligation to loan funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable, if any, on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases of public shares by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or any of their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Please see Proposed Business Permitted Purchases of our Securities for a description of how such persons will 15 determine from which shareholders to seek to acquire shares. There is no limit on the number of shares such persons may purchase, or any restriction on the price that they may pay. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. However, our sponsor, directors, officers, advisors and their affiliates have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, advisors or any of their affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Redemption rights for public shareholders upon completion of our initial business combination We will provide our shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share, regardless of whether or not the underwriters exercise any portion of their option to purchase additional units. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. Our sponsor, officers, directors and director nominees have entered into respective letter agreements with us, pursuant to which our sponsor has agreed to waive to its redemption rights with respect to its founder shares, and our sponsor, officers, directors and director nominees have agreed to waive their redemption rights with respect to any public shares they may acquire during or after this offering, in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require 16 us to seek shareholder approval under the law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our memorandum and articles of association would require shareholder approval. We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by law or stock exchange listing requirements or we choose to seek shareholder approval for business or other legal reasons. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we may, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, shareholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. 17 If we seek shareholder approval, we will complete our initial business combination only if a majority of the outstanding ordinary shares voted are voted in favor of the business combination. In such case, our sponsor has agreed to vote its founder shares and any public shares purchased during or after this offering in favor of our initial business combination. Our officers, directors and director nominees have also agreed to vote any public shares owned by them immediately before this offering as well as any public shares acquired in this offering or in the aftermarket in favor of such proposed business combination. In addition to our sponsor s founder shares, we would need 9,125,001, or 36.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all issued and outstanding shares are voted and the option to purchase additional units is not exercised), subject to any higher threshold as is required by British Virgin Islands or other applicable law, in order to have such initial business combination approved. For purposes of seeking approval of the majority of our outstanding ordinary shares, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed business combination is not approved and we continue to search for a target company, we will promptly return any certificates delivered, or shares tendered electronically, by public shareholders who elected to redeem their shares. Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all public shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all public shares submitted for redemption will be returned to the holders thereof. 18 Limitation on redemption rights of shareholders holding 20% or more of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 20% of the shares sold in this offering could threaten to exercise its redemption rights against an initial business combination if such holder s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 20% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 20% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers, directors and director nominees have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. 19 If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, commence a voluntary liquidation and thereby a formal dissolution of the company, subject in each case to our obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law. Our sponsor has entered into a letter agreement with us, pursuant to which it has waived its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our sponsor acquires public shares in or after this offering, it will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Amendments to our memorandum and articles of association prior to our initial business combination Our amended and restated memorandum and articles of association provide that any of its provisions, including those related to pre-business combination activity, may be amended if approved by holders of 65% of our ordinary shares, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares, which is a lower amendment threshold than that of many blank check companies. It may be easier for us, therefore, to amend our memorandum and articles of association to facilitate the consummation of an initial business combination that some of our shareholders may not support. Our sponsor, officers, directors and director nominees have agreed, each pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering, unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). 20 Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: Repayment of up to a total of $200,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; Payment of a fee and grant of an option to each of our independent directors, as described in Management Executive Officer and Director Compensation ; Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto; but up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including, as to exercise price, exercisability and exercise period. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we do not complete a business combination, the loans may not be repaid; and Payment to an affiliate of our sponsor of up to $10,000 per month, for up to 24 months, for office space, utilities, secretarial support and administrative services. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit Committee We will, prior to the consummation of this offering, establish and maintain an audit committee composed entirely of independent directors. Our audit committee will, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Risks We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors beginning on page 23 of this prospectus. 21 Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. June 11, 2020 Balance Sheet Data: Working capital (deficiency) $ (29,753 ) Total assets $ 50,000 Total liabilities $ 29,753 Shareholders equity $ 20,247 If no business combination is completed within 24 months from the closing of this offering, the proceeds then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor has entered into a letter agreement with us, pursuant to which it has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within such 24-month time period. However, if our sponsor acquires public shares in, or subsequent to, this offering, it will be entitled to liquidating distributions from the trust account with respect to such public shares. 22
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001815184_redball_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001815184_redball_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0207a80c7bba1599d2e812f708663aa4fdb7a699
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001815184_redball_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to RedBall Acquisition Corp., a Cayman Islands exempted company; Affiliated Joint Acquisition are to an acquisition opportunity pursued jointly with one or more entities affiliated with RedBird and/or one or more investors in funds managed by RedBird; Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; completion window is the period following the completion of this offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable, permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions and as further described herein. The completion window ends 24 months from the closing of this offering; forward purchase agreements are to the agreements that provide for the sale of the forward purchase shares to the forward purchase parties in private placements that will close simultaneously with the closing of our initial business combination; forward purchase shares are to the shares of our Class A ordinary shares that may be issued pursuant to the forward purchase agreements; founder shares are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the conversion of the Class B ordinary shares or earlier at the option of the holder thereof as described herein (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to holders of our founder shares prior to this offering; management or our management team are to our officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; public shares are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED AUGUST 11, 2020 PRELIMINARY PROSPECTUS $500,000,000 RedBall Acquisition Corp. 50,000,000 Units RedBall Acquisition Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 7,500,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and up to $100,000 to pay dissolution expenses) earned on the funds held in the trust account and not previously released to the Company to pay our taxes, divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, RedBall SponsorCo LP, has committed to purchase an aggregate of 8,566,667 warrants (or 9,566,667 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, or $12,850,000 in the aggregate (or $14,350,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our initial shareholders, which include our sponsor, currently own an aggregate of 14,375,000 Class B ordinary shares, up to 1,875,000 of which will be surrendered to us by our sponsor for no consideration after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised, which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis, subject to the adjustments described herein. Only holders of Class B ordinary shares will have the right to appoint directors in any election held prior to or in connection with the completion of our initial business combination. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. We have entered into forward purchase agreements pursuant to which RedBird Series 2019, LP and RedBird Series 2019 GP Co-Invest, LP (each, a forward purchase party ), affiliates of our sponsor, have agreed to purchase an aggregate of $100 million of Class A ordinary shares (the forward purchase shares ) for $10.00 per share in private placements that will close simultaneously with the closing of our initial business combination. The forward purchase shares will be identical to the Class A ordinary shares included in the units being sold in this offering, except the forward purchase shares will be subject to transfer restrictions and certain registration rights. The funds from the sale of the forward purchase shares may be used for expenses in connection with the initial business combination or as part of the consideration to the sellers in the initial business combination, and any excess funds may be used for the working capital needs of the post-transaction company. The forward purchase agreements are subject to conditions, including each forward purchase party giving us its written consent confirming its commitment to purchase the forward purchase shares no later than five days after we notify it of our board of directors intention to meet to consider entering into a definitive agreement for a proposed business combination. Each forward purchase party may grant or withhold this consent entirely within its sole discretion. Accordingly, if each forward purchase party does not consent, it will not be obligated to purchase the forward purchase shares. In addition, we have the right, in our sole discretion, to reduce the amount of forward purchase shares that each forward purchase party may purchase pursuant to the forward purchase agreements. Currently, there is no public market for our units, Class A ordinary shares or warrants. We have applied to have our units listed on the New York Stock Exchange (the NYSE ), under the symbol RBAC.U We expect that our units will be listed on the NYSE on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Goldman Sachs & Co. LLC, the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on the NYSE under the symbols RBAC and RBAC WS, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 46 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 500,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 27,500,000 Proceeds, before expenses, to us $ 9.45 $ 472,500,000 (1) $0.20 per unit, or $10,000,000 in the aggregate (or $11,500,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $17,500,000 in the aggregate (or up to $20,125,000 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $500,000,000, or $575,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $10,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $11,500,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2.85 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Sole Book-Running Manager Goldman Sachs & Co. LLC , 2020 Table of Contents private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; RedBird or RedBird Capital Partners are to RedBird Capital Partners LLC and its affiliates; specified future issuance are to an issuance of a class of equity or equity-linked securities to specified purchasers, which may include affiliates of RedBird and/or one or more investors in funds or separate accounts managed by RedBird, that we may determine to make in connection with financing our initial business combination, to the extent permitted under applicable regulatory and contractual requirements related to those funds and accounts; sponsor are to RedBall SponsorCo LP, a Cayman Islands exempted limited partnership; and warrants are to our public warrants and private placement warrants. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a new blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination. While we may pursue an acquisition opportunity in any industry or sector, we intend to focus on businesses in the sports, media and data analytics sectors, with a focus on professional sports franchises, which complement our management team s expertise and will benefit from our strategic and hands-on operational leadership. We believe that the experience and capabilities of our management team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination, and bring value to the business post-business combination. Our management team represents a unique combination of operating, investing, financial and transactional experience. This group has a strong track record of creating value for shareholders in multiple sports, media and data analytics companies that we have led, managed and/or invested in. Our management team is led by Gerald Cardinale (Co-Chairman), Billy Beane (Co-Chairman), Alec Scheiner (Chief Executive Officer) and Luke Bornn, PhD (Executive Vice President). Throughout their careers, Mr. Cardinale, Mr. Beane, Mr. Scheiner and Dr. Bornn have built successful businesses in the sports industry, not only driving on-field performance of leading franchises and building up their profitability, but also creating new, innovative and lasting businesses around these franchises. Our senior leadership has collectively owned or operated sports businesses currently worth over $11.5 billion in the aggregate over the last 25 years. Table of Contents TABLE OF CONTENTS Until , 2020 (25 days after the date of this prospectus), all dealers that buy, sell or trade our Class A ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001815495_northern_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001815495_northern_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..19935cc8b05c884f4da77f5d8d8b1209cd42576d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001815495_northern_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: we, us, company, our company or Northern Genesis are to Northern Genesis Acquisition Corp.; public shares are to shares of our common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); warrants are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), the private placement warrants and any warrants that may be issued upon conversion of working capital loans; public stockholders are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that our sponsor s and officers and directors status as public stockholders shall only exist with respect to such public shares; management or our management team are to our officers and directors; initial stockholders are to the holders of our founder shares, including our sponsor; sponsor are to Northern Genesis Sponsor LLC, a Delaware limited liability company; founder shares are to the shares of our common stock issued prior to this offering; and private placement warrants are to the warrants issued in a private placement simultaneously with the closing of this offering. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly organized blank check company incorporated in Delaware and formed for the purpose of effecting an initial business combination with one or more target businesses. To date, our efforts have been limited to organizational activities and activities relating to this offering. We have not identified any specific target business and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any target business regarding an initial business combination with our company. We have generated no revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination at the earliest. Although we may pursue an acquisition opportunity in any business or industry, we intend to focus on opportunities making a positive contribution to sustainability through the ownership, financing and management of societal infrastructure. We believe that there is a growing societal sensitivity on the part of customers, investors and employees to the alignment that a business demonstrates with the principles underlying sustainability. Incorporating these principles into business strategies requires ongoing consideration 1 of certain environmental, social and governance ( ESG ) factors that can both create opportunities and present potential risks. By weaving a focus on sustainability into their business plans and activities, companies can build business models that create social and environmental value in addition to financial or economic value. We believe there are significant, attractive opportunities to invest in businesses that demonstrate a commitment to this triple bottom line orientation. While a commitment to ESG covers a broad range of themes, we are specifically focused on evaluating suitable targets whose business practices demonstrate clear alignment with sustainability principles and whose organizational culture embraces the value of such alignment. We believe there are attractive investment opportunities that may benefit, both operationally and economically, from our management team s commitment to and expertise in designing and incorporating ESG processes and practices. We believe that opportunities for improved business success based on strong ESG alignment exist across a broad range of industries and sectors. We believe the experience of our management team will allow us to evaluate targets in industries such as energy (with focus on renewable generation, district energy, utility services, energy efficiency and management), transportation and electric mobility (including charging infrastructure, batteries, railways and logistics), data and communication (including data centers, internet distribution, mobile infrastructure), agriculture (including product logistics, biofuels and storage), community services (including waste, environmental, construction) and training (including e-learning and remote learning), among others. We believe that organizations operating in all of these sectors can generate attractive returns through strengthened ESG profiles and incorporating environmental sustainability into their business strategies. Companies in our target universe tend to have stable growth rates and would greatly benefit from access to both public market capital and public market expertise. We believe in the ability of our management team to add significant value to a target company from a commercial, operating, strategic and sustainability perspective. In particular, we will seek to identify and acquire a business that could benefit from a hands-on owner with extensive operational experience and the public company expertise our management team possesses, or that relies on the target s executive and operational expertise but presents potential for an attractive risk-adjusted return profile under our stewardship. Even fundamentally sound companies can often underperform their potential due to underinvestment, a temporary period of dislocation in the markets in which they operate, over-levered capital structures, excessive cost structures, incomplete management teams and/or inappropriate business strategies. In addition, these companies may have little or no experience operating in the public markets. Our management team has significant experience in identifying such opportunities and executing on strategies to surface value in a public market context. Listed alphabetically, the following are the individuals comprising the management team: Paul Dalglish. Mr. Dalglish is an experienced operations and information technology executive, specializing in the design and delivery of systems providing operational excellence. Mr. Dalglish brings global experience in the delivery of technology-enabled transformations with global clients and has led large global operations employee and contractor teams. He has led business development and contract negotiation teams for large outsourcing contracts. Michael Hoffman. Mr. Hoffman is an active senior business professional. He is the founder of Stone Capital Partners, a private financing firm focused on energy infrastructure in North America and globally. Previously, he was a partner at Riverstone Holdings, a multi-billion private equity firm, where he was head of Riverstone s Renewable Energy Funds and led the teams responsible for conventional power and energy investments. 2 Ken Manget. Mr. Manget previously served as Global Head, Relationship Investing at the Ontario Teachers Pension Plan where he ran teams in Hong Kong, London and Toronto, and was responsible for a diversified portfolio of pre-IPO, public and private equity investments. Ian Robertson. Mr. Robertson is an active senior business professional and currently leads InfraStar Investments, an infrastructure investment management company. Mr. Robertson co-founded APCI in 1988 and served as Chief Executive Officer and Director of Algonquin Power & Utilities Corp. from October 2009 through July 2020. During his leadership tenure, Algonquin has grown to become one of Canada s largest power and utilities companies serving regulated electricity, natural gas and water utility customers in the United States and Canada and owning and operating a large portfolio of global renewable wind and solar powered generation capacity. He has more than 30 years of experience in the origination and execution of global infrastructure investment initiatives and is committed to the concept of sustainable investing. Robert Schaefer. Mr. Schaefer is an executive with a track record of repositioning and growing businesses through his experience leading business units, undertaking mergers and acquisitions and completing finance transactions in Bermuda, Canada, U.S. and Europe. Mr. Schaefer has been responsible for significant capital deployment in growth investments, negotiation of long-term contract restructuring and company sales and acquisitions. Brad Sparkes. Mr. Sparkes is an active senior business professional. He co-founded and served as President and Chief Executive Officer for BowArk Energy Ltd, a wind energy developer, since September 2003. Since its inception, BowArk has successfully developed a number of renewable energy projects across Canada. Notwithstanding the foregoing, past performance of our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. Business Strategy We will seek to identify and complete our initial business combination with a company that complements the experience of our management team and can benefit from their operating and deal expertise. Our selection process is expected to leverage our management team s network of relationships, deal sourcing capability and unique industry experiences to access a wide range of proprietary opportunities. The team members have developed these capabilities during their respective career endeavours which have included, for Mr. Hoffman, pursuing a distinguished career in originating and completing successful renewable energy investments for recognized private equity firms and for Mr. Robertson, building Algonquin Power & Utilities Corp. into a broad-based power and utility infrastructure company recognized as one of the most sustainable companies globally. Our management team has a history of sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses. They also share deep relationships with target companies and capital markets advisors, as well as extensive experience raising both debt and equity capital across business cycles. These experiences have provided them with a broad understanding of public market performance and investor expectations, enhancing their ability to provide mentorship as a target management team transitions from private to public markets. 3 Initial Business Combination The NYSE rules require that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. Notwithstanding the foregoing, if we are not then listed on the NYSE, these rules will not be applicable to us. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we expect to only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the NYSE s 80% fair market value test. If our initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our operational and capital allocation experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our initial stockholders, sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our initial stockholders, sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view. 4 Members of our management team will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she then has fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Our officers have agreed not to become an officer or director of any other special purpose acquisition company which has publicly filed a registration statement with the SEC until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 24 months after the closing of this offering. Acquisition Criteria We have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses for a business combination: Ability to align with our sustainability principles and support reduction of carbon intensity Defined barriers to entry or sustainable competitive advantages Predictable revenue and free cash flow to support reinvestment growth Little material technology, scale-up or market risk and success not premised on future capital raises to achieve growth plans Opportunity to benefit from our management team s network and expertise to drive improved financial performance Ability to benefit from access to the public capital markets Notwithstanding the foregoing, these criteria and guidelines are not intended to be exhaustive. Further, we may elect to pursue a business combination with a target business that may not meet any of the foregoing criteria and guidelines. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will 5 disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Corporate Information Our executive offices are located at 4801 Main Street, Suite 1000, Kansas City, MO 64112, and our telephone number is (816) 983-8000. In connection with this offering, we will establish an Internet website at www.NorthernGenesis.com. Information contained on, or connected to, our website is not incorporated by reference into this prospectus and should not be considered part of this document or any report that we file with or furnish to the SEC. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. 6 THE OFFERING
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001815526_burgundy_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001815526_burgundy_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8d62e6a70732c3096907c3cc7e7164f750a73cac
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001815526_burgundy_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: we, us, company, Burgundy Technology or our company are to Burgundy Technology Acquisition Corporation, a Cayman Islands exempted company; public shares are to our Class A ordinary shares offered as part of the units in this offering (whether they are subscribed for in this offering or thereafter in the open market); public shareholders are to the holders of our public shares; management or our management team are to our officers and directors; sponsor are to Burgundy Technology Sponsor Limited, a Jersey private limited company; initial shareholders are to the holders of our founder shares prior to this offering; founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and, unless the context otherwise requires, our Class A ordinary shares issued upon the conversion thereof as provided herein; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; placement shares are to the Class A ordinary shares included within the private placement units being purchased by our sponsor in the private placement; placement warrants are to the warrants included within the private placement units being purchased by our sponsor in the private placement; private placement are to the private placement of 950,000 units (or up to 1,092,500 units in the event the over-allotment option is exercised) being purchased by our sponsor which will occur simultaneously with the completion of this offering at a purchase price of $10.00 per unit for a total purchase price of $9.5 million (or up to $10.925 million in the event the over-allotment option is exercised); private placement units are to the units being purchased by our sponsor in the private placement, each placement unit consisting of one placement share and one-half of one placement warrant; public warrants are to the redeemable warrants sold as part of the units in this offering (whether they are subscribed for in this offering or in the open market); warrants are to our redeemable warrants, which include the public warrants, as well as the placement warrants to the extent they are no longer held by the initial purchasers of the private placement units or their permitted transferees; amended and restated memorandum and articles of association are to our amended and restated memorandum and articles of association, filed as Exhibit 3.2 of this registration statement of which this prospectus forms a part, which are to be in effect upon completion of this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; and Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands, as the same may be amended from time to time. underwriters are to Mizuho Securities USA LLC and I-Bankers Securities, Inc. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Preliminary Prospectus Subject to Completion, dated August 25, 2020 $300,000,000 Burgundy Technology Acquisition Corporation 30,000,000 Units Burgundy Technology Acquisition Corporation is a blank check company newly incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one of our Class A ordinary shares and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, as provided herein. We have also granted the underwriters a 45-day option to purchase up to an additional 4,500,000 units to cover over-allotments, if any. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below, as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then-issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we are unable to complete our initial business combination within 18 months from the closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable) divided by the number of then-outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Burgundy Technology Sponsor Limited, a Jersey private limited company, has committed to purchase an aggregate of 950,000 units (or 1,092,500 units if the over-allotment option is exercised in full), or private placement units, at a price of $10.00 per unit, for an aggregate purchase price of $9,500,000 (or $10,925,000 if the over-allotment option is exercised in full). Each private placement unit will be identical to the units sold in this offering, except as described in this prospectus. The private placement units will be sold in a private placement that will close simultaneously with the closing of this offering, including the over-allotment option, as applicable. Prior to this offering, there has been no public market for our units, Class A ordinary shares or warrants. We have applied to list our units on The Nasdaq Capital Market, or Nasdaq, under the symbol BTAQU on or promptly after the date of this prospectus. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols BTAQ and BTAQW, respectively. We are an emerging growth company, under applicable federal securities laws, and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See Risk Factors on page 38. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, before expenses, to us Per Unit $ 10.00 $ 0.55 $ 9.45 Total $ 300,000,000 $ 16,500,000 $ 283,500,000 (1) $0.20 per unit, or $6,000,000 in the aggregate (or $6,900,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $10,500,000 (or $12,075,000 of the over-allotment option is exercised in full), in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States, as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, as described in this prospectus. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $301,500,000, or $346,725,000 if the underwriters over-allotment option is exercised in full ($10.05 per unit), subject to increase of up to an additional $0.198 per public share in the event that our sponsor elects to extend the period of time to consummate a business combination, as described in more detail in this prospectus, will be deposited into a trust account with Continental Stock Transfer & Trust Company, acting as trustee. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2020. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation to subscribe for units may be made to the public in the Cayman Islands. Global Coordinator & Bookrunner Mizuho Securities Co-Manager I-Bankers Securities, Inc. The date of this prospectus is , 2020 Table of Contents All references in this prospectus to shares of Burgundy Technology being forfeited shall take effect as surrenders for no consideration of such shares, as a matter of Cayman Islands law. Any conversion of the founder shares described in this prospectus will take effect as a redemption of founder shares and an issuance of Class A ordinary shares, as a matter of Cayman Islands law. All references in this prospectus to share dividends of Burgundy Technology shall take effect as share capitalizations, as a matter of Cayman Islands law. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Registered trademarks referred to in this prospectus are the property of their respective owners. Who We Are We are a blank check company newly incorporated on June 4, 2020 as a Cayman Islands exempted company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. Although we will not be limited to a particular industry or geographic region, we expect to focus our search on European, Israeli and U.S. technology companies. We have not identified any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We have generated no revenues to date and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination. Our vision is simple: to find the highest quality technology company that will compound growth for long-term value creation. We will leverage our extensive network to generate proprietary deal sourcing, apply a disciplined risk-return framework evaluating various opportunities and take a systematic approach to value creation once the target is brought into the public markets. Our management, officers and directors have a track record of operating and investing in technology companies across all cycles and will be guided by our fundamental principle of creating long-term value for all shareholders. The People Who Can Lead Our management team is led by the following: Leo Apotheker, our Chairman and one of our Co-Chief Executive Officers ( Co-CEOs ) and a Director since our incorporation, also serves as the Chairman of Unit 4 (an Enterprise Resource Planning ( ERP ) software company) and the Chairman of Syncron (an after-sales service solution provider), and as a Director (until April 2020 serving as the Vice Chairman and Lead Independent Director) of Schneider Electric SE (EPA: SU) (a diversified energy and digital automation company), P2 Energy Solutions (an energy-focused software company), Nice Systems (TLV: NICE) (a customer engagement and financial compliance software company), Taulia (a supply chain software company), and MercuryGate (a logistics optimization software company). Mr. Apotheker previously served on the Board of Directors of Signavio (a workflow software company). Mr. Apotheker was appointed as the Chief Executive Officer ( CEO ) and President of The Hewlett-Packard Company (NYSE: HPQ), or HP, and continued in that position until late 2011. Mr. Apotheker was also the CEO of the German software company SAP SE (NYSE:SAP) from April 2008 until early 2010 and its President and Deputy CEO in 2007. Mr. Apotheker joined SAP in 1988 as the CEO of SAP France and Belgium. After successfully managing the core EMEA region for SAP, he joined the SAP AG executive board in 2002 as President. It was under Mr. Apotheker s leadership that the company became the global market leader in Enterprise Application software. During his 20 years at SAP, Mr. Apotheker helped transform SAP from a single product company to a multi-solution company, recognized as one of the leading software companies globally Table of Contents with more than 27 billion in revenue in 2019. Moreover, Mr. Apotheker was the driving force behind some of SAP s most successful acquisitions, such as the acquisition of BusinessObjects in 2007 for $6.8 billion and the acquisition of TopManage that was subsequently rebranded as BusinessOne, one of SAP s most profitable and successful product lines. Mr. Apotheker graduated in Economics from the Hebrew University in Israel and is fluent in five languages. We believe Mr. Apotheker is well-qualified to serve as a Director due to his extensive experience in the technology industry spanning the United States and Europe, his experience with public companies, his business leadership, his operational experience and his experience as a board member of several public and private companies. Jim Mackey, one of our Co-CEOs, our Chief Financial Officer ( CFO ) and Secretary, and a Director since our incorporation, worked as a Managing Director and the Chairman of the Software, Technology Investment Banking Group at Citigroup from October 2018 to May 2020. Mr. Mackey advised some of the leading enterprise software companies on potential M&A strategies, initial public offerings ( IPOs ) and debt placements. While at Citigroup, Mr. Mackey became a licensed Securities Principal and passed the SIE, 63, 79 and 24 exams. Prior to Citigroup, Mr. Mackey served in senior leadership roles at SAP, OpenText and BlackBerry. Mr. Mackey joined BlackBerry as an Executive Vice President, Executive Operations in December 2013 to help transform BlackBerry into a software-oriented company. During Mr. Mackey s tenure at BlackBerry, he led and executed six acquisitions that transformed the company and evolved its mobile device management portfolio into a leading unified endpoint management portfolio. At BlackBerry, Mr. Mackey managed numerous functions, including overall corporate strategy and corporate development, Product Security, Secusmart, Encription, and the CIO operations and data centers. Prior to joining BlackBerry, Mr. Mackey was the Senior Vice President, Corporate Development for OpenText. During his time at OpenText, Mr. Mackey transformed the company by executing four acquisitions, including the acquisition of GXS ($1.1 billion). Prior to joining OpenText, Mr. Mackey was at SAP where he built and led the corporate development team, consisting of M&A strategy, execution and integration. Mr. Mackey executed some of SAPs largest acquisitions at the time, including the acquisition of Business Objects ($6.8 billion), Sybase ($5.8 billion) and SuccessFactors ($3.4 billion). During his career at SAP, Mr. Mackey was responsible for completing 44 acquisitions and more than $18 billion in transaction spend. Mr. Mackey started his career as an attorney and subsequently became licensed as a CPA while at Arthur Andersen. Mr. Mackey received a BS in Accounting from Villanova University and his JD from Villanova University School of Law. Mr. Mackey is well-qualified to serve as a Director due to his extensive investment experience, his operational experience and his experience in dealing with strategic matters of technology companies on a global scale. Our Board of Directors consists of a diverse group of executives and seasoned investors that we believe are well-versed in the process of business opportunity pattern recognition. In addition to Messrs. Apotheker and Mackey, our Board of Directors upon the completion of this offering will include: Franck Cohen, who will become an independent Director on completion of this offering, serves as Chairman of Trackunit (a telematics company) and Geektime (a digital online technology focused news portal company), and sits on the boards of SUSE (an open source software company), Antuit (an AI cloud SaaS company for retail), Acumatica (a cloud SaaS ERP for small businesses), Beqom (a compensation management software provider), Qvantel (a digital business support system provider) and Omada (an identity governance software company). He is also a board advisor of C3.AI and Workday. Table of Contents Mr. Cohen was the President of SAP Digital Core & Industry Solutions until June 2019. In March 2017, Mr. Cohen took over the responsibility for the newly created Digital Core organization within SAP, where the company decided to consolidate all product and development activities related to the different ERP solutions and the industry solutions with the objective to migrate from an on-premise to a cloud architecture and from a license and services model to a Software as a Service ( SaaS ) subscription model. In this role, Mr. Cohen led a team of 15,700 engineers and invested significantly in machine learning and artificial intelligence to catalyze digital transformation. Mr. Cohen joined SAP in 2009 as Senior Vice President, Chief Operating Officer ( COO ) for Europe Middle East and Asia ( EMEA ) and in 2011, he was appointed President of the EMEA region. Mr. Cohen began his career in 1987, where he launched an ERP software company in France. Ten years later, he joined Intentia, a Swedish ERP company, where he held several roles, including General Manager of EMEA and Executive Vice President of sales worldwide. In 2006, when Intentia merged with Lawson Software, Mr. Cohen remained with the new company as General Manager for EMEA. He subsequently relocated to the United States to lead the North American and the EMEA organization. Mr. Cohen studied Mathematics and Electronic Engineering at Tel Aviv University. Mr. Cohen is well-qualified to serve as a Director due to his extensive operational experience, and his experience in dealing with strategic matters of technology companies on a global scale. Herv Couturier, who will become an independent Director on completion of this offering, is a private investor and product strategy consultant. Mr. Couturier currently serves as the President of Kerney Partners (a consulting firm), and sits on the boards of Sabre (NASDAQ: SABR) (a travel technology company), SimCorp A/S (CPH: SIM) (a Danish investment management software provider), Infovista Inc. (a network software company), Unit4 (an Enterprise Resource Planning software company), Sportradar AG (a sports data company) and Kyriba Corp. (a treasury management software company). Mr. Couturier has held management positions at a number of IT companies including Business Objects (a business intelligence solutions provider, now part of SAP), S1 Corporation (a provider of payment software for financial institutions) and XRT (a European treasury management software company, now part of the Sage Group PLC). From 2012 to 2016, he was executive vice president, research and development, at Amadeus, an airline reservation systems provider. From 2007 to 2012, he was executive vice president of SAP AG s technology group and head of research. Mr. Couturier began his career at IBM in 1982, where he held various engineering and business positions until 1997. Mr. Couturier holds both an engineering degree and a Master of Science degree from the cole Centrale Paris in France. Mr. Couturier is well-qualified to serve as a Director due to his significant experience in solutions strategy, product strategy, product development and business management at software-based companies. Raj Dani, who will become an independent Director on completion of this offering, has been the CFO of Ping Identity Corporation ( Ping ) since 2016. Ping provides leading technology solutions for enterprises to enable secure and seamless digital experiences for their workforce and customer identities. Mr. Dani is responsible for leading all financial functions as well as strategy and mergers and acquisitions at Ping, overseeing a period of significant revenue growth of the company while driving positive operating cash flows. He has led Ping s successful IPO process, transitioning the company from financial sponsor-backed to a public listing on the NYSE in September 2019, and integrated three tuck-in acquisitions during his tenure at Ping including artificial intelligence API security software company Elastic Beam, directory and data governance software company UnboundID and identity proofing company Shocard. Before joining Ping, Mr. Dani served as chief financial officer of AVI-SPL, Inc., a leading systems integration firm from 2014 to 2016. There he led a successful turnaround effort, enabling the sale of the company to a Table of Contents financial sponsor in 2016. Prior to that, Mr. Dani held senior financial management positions over thirteen years within global public technology services companies TTEC, Jabil and Flex. He began his career with PricewaterhouseCoopers LLP, serving in its audit and transaction advisory practices. Mr. Dani is an actively licensed certified public accountant and has earned a master s degree in accounting from the University of Florida and a bachelor s degree in business administration from Emory University. During his career, Mr. Dani has gained extensive global business experience, including executing several acquisitions in Europe while on long-term assignments over five years in Zurich, Switzerland and Milan, Italy. Mr. Dani is well-qualified to serve as a Director due to his extensive financial reporting, operational and advisory experience as well as his extensive global experience in technology companies. Melissa Di Donato Roos, who will become an independent Director on completion of this offering, currently serves as the CEO of SUSE, the world s largest independent open source software company, and sits on the board of Uccelli UK (a technology consulting company). As SUSE s first female Chief Executive Officer, appointed in July 2019, Ms. Di Donato s strategy is to double the company s revenue from $500 million to $1 billion in the next three years. Prior to SUSE, Ms. Di Donato was the Global COO of the ERP division at SAP. She served as the EMEA and Asia Pacific including Japan ( APJ ) Area Vice President for Salesforce.com, where she oversaw the creation of successful software solutions for the company. While at Salesforce.com, Ms. Di Donato was also responsible for the startup community and investments across Europe for companies building on the Force.com platform. At both SAP and Salesforce, Ms. Di Donato was instrumental in making acquired products successful in her geographies and areas of responsibility. Ms. Di Donato currently sits on the board of directors of The Data Science Institute and Notion Capital, a venture capital firm that funds early-stage, fast-growing European SaaS and enterprise tech companies. An ardent supporter of diversity and inclusion, Ms. Di Donato also serves as the Technology Group Chair of the 30% Club, an organization with the goal of achieving 30% female directors on S&P 100 boards by 2023. Ms. Di Donato completed her education at Manhattanville College, graduating with a BA in Political Science and Russian Translation, and at American University, Kogod School of Business, graduating with an MBA in International Business and an MA in Russian. Ms. Di Donato is fluent in three languages: English, Italian, and Russian, and is a children s book author. She is the founder of the charitable foundation, Inner Wings, which is dedicated to empowering young girls to be confident and brave, and encouraging their journey to become strong and independent women. Ms. Di Donato is well-qualified to serve as a Director due to her extensive investment experience, operational experience and her extensive experience in technology companies. Past performance of our management team and advisors does not guarantee either (i) success for any business combination we may consummate or (ii) that we will identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team or advisors as indicative of our future performance. Also, in the course of their respective careers, members of our management team have been involved in businesses and deals that were unsuccessful. Our management team has no experience with blank check companies or special purpose acquisition companies. In addition, members of our management team may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations concerning initial business combination opportunities. For a list of our management team and entities for which a conflict of interest may or does exist, as well as the priority and preference that such other entities have with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph titled Management Conflicts of Interest. Table of Contents The Changes We See 2020 has been a year of significant change and disruption to daily lives and how people work. This new normal has caused significant volatility in the economy and the markets as a whole. Historically, when the world and the global economy go through material downturns and changes, the pace of technology disruption and subsequent digital transformation accelerates to adapt. Software s innovation and importance have heightened, enhancing productivity gains and serving as a vital engine of resilience and growth. The global COVID-19 pandemic has further accelerated these trends. A wide range of new infrastructure technologies and application development tools coupled with greater levels of connectivity, such as cloud, artificial intelligence/machine learning, low-code/no-code application development and 5G/IoT (Internet of Things), are resulting in significant and continuous digital transformation, impacting industries and business models across the world. We believe these tech-driven transformations are consequential, ubiquitous, unstoppable, and gaining significant momentum. Major shifts are happening across multiple industries ranging from financial services, healthcare and retail sectors to communications, media, manufacturing, transportation and travel. Companies need to adopt new business models and transform not only in the way they engage with consumers, suppliers and partners, but also in the way they manage internal business processes. Software companies that enhance productivity and assist in this transformation continue to gain traction, generating high-growth and high-margins with defensible business models. Software and tech-enabled companies globally have been and will remain an important player in the tectonic shift towards digital transformation. Software continues to be in a secular growth cycle supported by sustainable and long-term expansion. Many developed and emerging countries have access to a well-trained, skilled and affordable engineering talent pool for the sector. Against this backdrop, it is not surprising that venture capital has been very active in the space. From 2014 to June 2020, $307 billion in venture funding has been deployed globally in the software sector with a significant portion of that capital supporting later stage companies. According to Pitchbook, Series D+ rounds for venture-backed software attracted $22 billion in capital, at median valuations of $490 million in 2019. Companies in developed nations, such as the U.S., Europe and Israel, serve markets with a relatively high standard of living, well-developed domestic business environment and respect of the rule of law. According to PitchBook-NVCA Venture Monitor, venture capital investments in the U.S. reached $136.5 billion in 2019, surpassing the $130 billion mark for the second consecutive year. In Europe, venture capital has more than tripled in recent years, jumping from 9 billion in deal value in 2013 to 32.4 billion in 2019, according to Pitchbook s 2019 Annual European Venture Report. In Israel, venture capital investments in IT and enterprise software companies have been even more pronounced, as investments rose from $0.4 billion in 2013 to over $4.4 billion in 2019 according to IVC s 2019 Israel High Tech Report. Due to large amount of available capital in the private markets, which includes, but is not limited to, venture capital, hedge funds, mutual funds, sovereign wealth funds, and corporates, companies have been able to stay private longer. With this stable access to private capital, a company s decision to go public is a strategic one rather than one of additional liquidity. We believe the combination of accelerating digital transformation and the availability of capital has spurred a sizable opportunity for entrepreneurial dynamism and wealth creation. We see significant go-to market opportunities in local markets, which our management team is experienced to help diversify globally. We possess the enterprise experience necessary to do so prudently, with an optimal mix of organic and inorganic strategies. Table of Contents The Sector We Intend To Pursue While our efforts to identify a target business may span many industries and regions worldwide, we intend to focus on public and private opportunities in the technology sector, particularly companies in enterprise software or technology-enabled services. We believe these sectors will deliver strong risk-adjusted returns for our investors, supported by a robust market outlook and industry tailwinds. Enterprise software spending is growing significantly faster than both the broader economy and overall IT spend. Gartner research forecasts show enterprise software spending growing at a compound annual growth rate, or CAGR, of 9.8% between 2018 and 2023, as opposed to a global overall IT spending CAGR in general of 2.9% and global GDP CAGR 2.4% for the same period. Mature software markets continue to grow and show resilience even as the sector continues to rapidly evolve. With hardware becoming increasingly commoditized, the focus of IT spending is shifting towards software. Additionally, tech-enabled services represent a large and growing total addressable market with a size of $135 billion, according to Gartner research. The market includes, but is not limited to enterprise resource planning, analytics and business intelligence, customer relationship management, and supply chain management. Management believes that a number of technology companies are considering capital raising in the form of IPOs globally and particularly in the U.S., Europe and Israel. In the U.S., an average of 82 technology companies went public each year during the 1990s, according to Dealogic. Since 2010, however, that annual average plummeted to only 32, a 59% drop, and in 2019, stood at 46. In Europe, of the eight tech companies listed on the Nasdaq or the NYSE, only one has completed a regular way IPO since 2016, with a second reaching the public markets via a SPAC business combination, highlighting the exit drought for private European tech companies through traditional way IPOs. Our management team believes financial sponsor-backed high growth technology companies that were evaluating entering the public markets through a traditional IPO in 2020 may look for alternative sources of liquidity. Management believes the inability for smaller but successful technology companies to raise capital through regular way IPOs or the bank market creates a long-term investment opportunity. We believe this group of companies is overlooked by the capital markets and offer significant potential upside for investors, presenting a compelling opportunity for growth and value creation. We intend to capture opportunities that are available and to evaluate the best risk-reward trade-off to create sustainable long-term shareholder value. Acquisition Criteria We expect to use the following strategic, operational and financial criteria to evaluate software and technology enabled opportunities in targeting companies with enterprise value between $750 million and $2 billion and with large addressable markets. We believe companies of this size have a momentum that often includes an international following, and offer long-term better risk-adjusted return potential. Strategy Product excellence: We will seek products that have a differentiated and defensible niche in large addressable markets. Products should either have newer architectural and cloud advantages or be mature and stable and capable of being a platform for future growth in building new products or adding logical adjacencies. Reputation and market acceptance: We will seek companies with a sizable market share in their segment or the opportunity to achieve market leadership by disrupting the incumbents. Defensible proprietary technology and intellectual property rights will also be key components for a compelling target business. Table of Contents Strategic Initiatives: We will seek management teams with the interest and ability to execute on strategic opportunities, including acquisitions of companies that enhance shareholder value. Defensible business niche: We will seek companies that have a leading or niche market position and that demonstrate advantages when compared to their competitors, which may help to create barriers to entry against new competitors. Operational Target management s maturity: We will seek companies with proven and accomplished management teams that are eager to work with us and benefit from our management team s expertise. We will devote significant resources to analyzing and reaching alignment among a target s management and its stakeholders, a paramount element to the successful execution of any business plan. Operational maturity: We will seek companies which have compliance, financial controls and reporting processes in place and are ready for the regulatory constraints of a public entity. Financial Growth and Profitability: We will seek to invest in companies on a promising growth path, driven by a sustainable competitive advantage, resulting in strong unit economics. Companies with strong gross margin profiles and those with high net dollar retention rates are generally compelling from an investment perspective. Benefit from being public: We will work with management and shareholders who want to have their company become a public entity and create substantial value. The benefits of transitioning from a private to a public entity may include broader access to debt and equity providers, liquidity for employees and currency for a potential acquisition, and expanded branding in the marketplace. Appropriate valuations: We are rigorous, disciplined and valuation-centric investors, with a keen understanding of market value. We will seek significant upside potential with limited downside risks. These criteria are not exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines, as well as other considerations, factors and criteria that our management team deems relevant. If we enter into an initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in the shareholder communications related to our initial business combination, either in the form of proxy solicitation materials or tender offer documents that we file with the SEC. The Value We Offer As highlighted above, our goal is to complete a business combination with a leading software or tech enabled company that is valued between $750 million and $2 billion in enterprise value, where we can effectively employ our management team s industry skills and experience, as well as our extensive personal networks to add value and grow the acquired company significantly. We believe the value our management team may bring to a target business includes the following: Expertise in growing and profitably scaling successful software and tech enabled companies: Our management team has demonstrated consistent prowess in building, investing, nurturing and leading Table of Contents software and tech enabled companies. We know how to spot unique ideas or disruptive business models and grow them from local sensation to global ubiquity. Through decades of combined operational and financial experience, our management team has a proven track record of growing companies organically and through M&A. Additionally, we believe we can leverage our extensive professional network to recruit and use top talent to create competitive advantage. Ability to mentor and support exceptional executives: Our management team and advisors have served on multiple public and private boards of directors globally, across various sectors. They collectively supervised hundreds of acquisitions, took companies public, navigated complex governance challenges, and contributed to their companies global success. Maximizing the value of becoming a public entity: As a public entity, we believe we offer a wide range of advantages to stakeholders. These include, but are not limited to, working with management and shareholders who want to see their company generate substantial value; broadening access to debt and equity providers; providing liquidity for employees and currency for potential acquisitions; and expanding a brand in the marketplace. Clarity of vision: As the business school saying goes, strategy without execution is hallucination and our management team brings a wealth of operational experience that we believe will help grow good companies to global scale. Our management team will work on an expedited timetable with a company to ensure that the right organic and inorganic strategy is executed systematically to profitably grow and will bring a wealth of software industry relationships to grow strong alliances and partnerships for technology or go-to market extensions. We intend to use a network of professional contacts that our management team and advisors developed over many years, and whom we trust for their insights and vision. This network encompasses private equity firms, venture capitalists and entrepreneurs. The skills and experience accumulated by our management team and advisors will guide our acquisition process. Other Acquisition Considerations We may need to obtain additional financing either to complete our initial business combination or if we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, or for both reasons. We intend to acquire a company with an enterprise value significantly above the net proceeds of this offering and the sale of the private placement units. Depending on the size of the transaction or the number of public shares we are obligated to redeem, we may utilize several additional financing sources, including, but not limited to, the issuance of additional securities to the sellers of a target business, borrowings from banks or other lenders or the owners of the target, capital markets indebtedness, a private placement to raise additional funds, or a combination of the foregoing. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. Unless we complete our initial business combination with an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination. Table of Contents We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view. In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and placement shares held by them and any public shares purchased during or after the offering in favor of our initial business combination. Members of our management team will directly or indirectly own our ordinary shares and/or private placement units following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. For a complete discussion of the potential conflicts of interest that you should be aware of, see Management Conflicts of Interest. Each of our directors and officers presently has, and in the future our directors and our officers may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands law, no director or officer shall be disqualified or prevented from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any director shall have an interest be liable to be avoided. A director shall be at liberty to vote in respect of any contract or transaction in which he or she is interested, provided that the nature of such interest shall be disclosed at or prior to its consideration or any vote thereon by the Board of Directors. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. We may, in connection with our initial business combination or earlier, and subject to requisite shareholder approval under the Companies Law, transfer by way of continuation (migrate) to a different jurisdiction, including, for example, the jurisdiction in which the target company or business is located. For a more detailed discussion of the tax considerations in connection with any potential reincorporation, see We may migrate to another jurisdiction in connection with our initial business combination and such migration may result in taxes imposed on shareholders and the section of this prospectus captioned Income tax considerations. Our officers have agreed not to become an officer or director of any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have liquidated the trust account or we have failed to complete our initial business combination within 18 months after the closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus). Table of Contents Initial Business Combination We will have until 18 months from the closing of this offering to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 18 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to six times, each by an additional month (for a total of up to 24 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $990,000, or $1,138,500 if the underwriters over-allotment option is exercised in full ($0.033 per public share in either case), on or prior to the date of the applicable deadline, for each monthly extension, up to an aggregate of $5,940,000 (or $6,831,000 if the underwriters over-allotment option is exercised in full), or $0.198 per public share, if we effect extension for up to six months in aggregate. In the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants will be worthless. As required by Nasdaq rules, our initial business combination will be approved by a majority of our independent directors. Nasdaq rules also require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our Board of Directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial Table of Contents number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not listed on Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on Nasdaq at the time of our initial business combination. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company, as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Table of Contents Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have received a tax exemption undertaking from the Financial Secretary of the Cayman Islands that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on June 4, 2020. Our executive office is located at PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands, and our telephone number is (345) 945-7099. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001815737_fast_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001815737_fast_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..46171b1d48de6a15a5fa31dfce06512d9ce25bc7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001815737_fast_prospectus_summary.txt
@@ -0,0 +1,9215 @@
+SUMMARY
+
+ This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing.
+
+ Unless otherwise stated in this prospectus or the context otherwise requires, references to:
+
+ amended and restated certificate of incorporation are to our certificate of incorporation to be in effect as of the date of this prospectus;
+
+ Board are to our board of directors;
+
+ common stock are to our Class A common stock and our Class B common stock, collectively;
+
+ directors are to our current directors and director nominees;
+
+ equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of such securities;
+
+ founder shares are to shares of our Class B common stock and the shares of our Class A common stock issued upon the automatic conversion thereof at the time of our initial business combination as provided herein;
+
+ initial stockholders are to our sponsor and any other holders of our founder shares immediately prior to this offering;
+
+ letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part;
+
+ management or our management team are to our officers and directors;
+
+ private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering;
+
+ public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);
+
+ public stockholders are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a public stockholder shall only exist with respect to such public shares;
+
+ sponsor is to FAST Sponsor, LLC, a Delaware limited liability company;
+
+ underwriters option to purchase additional units are to the underwriters 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any;
+
+ warrants are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and the private placement warrants; and
+
+ we, us, our and the company, are to FAST Acquisition Corp., a Delaware corporation.
+
+ Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their option to purchase additional units and the forfeiture by our sponsor of 750,000 founder shares.
+
+ Trademarks
+
+ This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. 
+
+ 
+
+ 1
+
+ 
+ General
+
+ We are a newly incorporated blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination with a company in any sector or geography, we intend to focus our search on the restaurant, hospitality, and related sectors in North America.
+
+ Our management team has decades of experience as executives, growing restaurant brands and hospitality concepts from infancy to scale, taking such companies through initial public offerings and managing those concepts as public companies. As both investors and operators, members of our management have extensive exposure to industry and acquisition trends, evaluating dozens of concepts of a variety of sizes every year, and they possess a vast network of relationships, with access to highly sought after industry subject matter experts. Our management team has deep proficiency in branding and marketing with experience reviving and growing legacy brands and the expertise to scale new-to-market concepts. We recognize the challenges that the hospitality industry and restaurants currently face and believe our management team understands the nuances of how to create value amidst these challenges. We believe that we are well qualified to acquire and scale the next category leader.
+
+ Our Leadership
+
+ Our leadership team members are experienced operators, with deep experience driving growth by optimizing operations, real estate strategy, brand resonance, and technological systems. Our team has a long history of working together successfully to deliver results. Collectively they possess a wide-ranging set of competencies, with public market experience, financial acumen and an extensive track record of growth and value creation.
+
+ Our Co-Chief Executive Officer, Sandy Beall, is a decorated restauranteur and hospitality founder, investor, operator and executive with a dynamic background that spans nearly six decades, dozens of highly successful concepts, and serving as the Chief Executive Officer of a public company for over 25 years. Mr. Beall founded Ruby Tuesday while in college in 1971, growing the concept to 15 units and ultimately selling it to Morrison Inc. in 1982. Post-acquisition, he remained the President and Chief Operating Officer of Ruby Tuesday, ultimately working his way up the organization to becoming Chairman and Chief Executive Officer of Morrison Inc. by 1995. In 1994, he was named Operator of the Year, won the Golden Chain Award from Multi-Unit Foodservice Operators ( MUFSO ) and was named Executive of the Year by Restaurants & Institutions Magazine. Under Mr. Beall s leadership, Morrison split into three public companies, including Ruby Tuesday, Morrison Healthcare and Morrison s Cafeteria. Mr. Beall remained as Chairman and Chief Executive Officer of Ruby Tuesday, overseeing an operation that had grown to 800+ locations in 46 states, 14 foreign countries and approximately 30,000 employees. Mr. Beall also co-founded Blackberry Farm in 1975, steadily growing it with his family over the following five decades into one of the premier luxury resorts in the world. It has been recognized by Relais & Chateaux since 1994, as well as named to the Conde Nast Traveler Gold List, Wine Spectator Grand Award, the James Beard Foundation, as well as a number of other highly regarded awards and by industry groups. Mr. Beall is a major investor and board member of a number of high-growth restaurant and consumer brands, including &pizza, a 38-unit mid-Atlantic pizza chain, The Meatball Shop, Mexicue, Beyond Sushi and Custom Foods of America. He is also the Principal of Beall Investments LLC, an investment company. Outside of the restaurant space, he previously served on the board of First American Bank, Pilot Flying J, Windstream Corporation, SSC Service Solutions, and Arlington Capital Advisors.
+
+ Our Co-Chief Executive Officer, Doug Jacob, lives by the power of the brand, seeking to build businesses that transform commercial brands into cultural icons. Early in his career, Mr. Jacob leveraged his business savvy into hospitality success as the lead investor and operator at EMM Group s Tenjune nightclub. Recognizing the emergence of food and celebrity chefs, he collaborated with James Beard award winners Ken Oringer and Jamie Bissonette to expand the Toro brand from Boston to New York City, Bangkok and Dubai in January 2013, which is when Mr. Jacob co-founded Toro. Mr. Jacob sold his position in the group in 2016. Along the way, Mr. Jacob focused on the art of creating immersive experiences and began looking for new opportunities to merge design and business in fresh and rewarding ways. In 2010, Mr. Jacob partnered with Michael Lastoria and Charlie Walk to found JWALK, a full-service creative agency that integrated design with strong business strategy. As the agency evolved, Mr. Jacob stayed dedicated to preserving its small-by-design, nimble-by-nature ethos that earned its identity as a creative disrupter, serving as 
+
+ 
+
+ 2
+
+ 
+ the company s Chief Creative Officer and Chief Executive Officer from January 2014 to February 2017. Together, Mr. Jacob and Mr. Lastoria shaped JWALK into an industry leader that flew in the face of tradition, specializing in building cult-favorite brands with a bold digital presence. Creatively led and anchored to the bottom line, JWALK grew into a multi-million dollar-a-year business with lifestyle-driven clients. Shiseido Corporation acquired JWALK in March 2017 to bolster the group s creative excellence and enhance its digital agility, and Mr. Jacob served as Chief Creative Director of Shiseido until mid-2018. In 2019, Mr. Jacob founded and became Chief Executive Officer of &vest, a hybrid venture fund and branding agency focused on opportunities in the consumer lifestyle space. &vest acquired the second largest position in &pizza, which Mr. Jacob helped to launch with Mr. Michael Lastoria in 2010. Mr. Jacob has served as a board member for &pizza and currently serves as a board member of Butler Hospitality and Virginia Black Whiskey.
+
+ Our Chairman, Kevin Reddy, is a Quick Service restaurant and Fast Casual restaurant veteran, serving in a variety of operational and executive roles. He began his career with McDonald s Corporation in 1983 as a regional controller and progressed into positions of escalating responsibility. Following McDonald s investment in Chipotle in 1998, Mr. Reddy served as Restaurant Support Officer, Chief Operations Officer, and ultimately Chief Operating Officer for Chipotle, overseeing its growth from just 13 units to 420 units in seven years. In 2005, Mr. Reddy joined Noodles & Company as President and Chief Operating Officer. In 2006, he was named Chief Executive Officer, becoming a member of its board of directors and then Chairman in 2008. He led the company to double-digit revenue growth and positive same-store sales for 30 consecutive quarters, and oversaw the company s initial public offering, with shares nearly doubling on the first day of trading at a valuation of more than $1 billion. He left his position as Chief Executive Officer in 2016. Mr. Reddy works closely with investor groups to acquire premium brands in the hospitality sector. Recently, he worked with BDT Capital to acquire a majority stake in Whataburger, a Texas-based burger chain with nearly 900 locations, one of the largest M&A restaurant transactions in the past decade. He is also Chairman of the Board of &pizza and Qdoba Mexican Grill.
+
+ Our Chief Financial Officer, Garrett Schreiber, has spent his career structuring and underwriting transactions and funds. In 2012, Mr. Schreiber joined RBC Capital Markets as an investment banking analyst. In 2014, Mr. Schreiber joined as an associate with Enhanced Capital, a portfolio company of Stone Point Capital, where he raised two tax-credit capitalized investment funds and a SBIC fund. While there, Mr. Schreiber worked on fundraising, underwriting, and reporting efforts both to the limited partners and to government regulators. In 2019, Mr. Schreiber helped launch &vest, overseeing all investment, fundraising, and creative agency operations.
+
+ Our Chief Operating Officer, Todd Higgins, is a seasoned entrepreneur and managing partner of Crosby & Higgins LLP, a boutique corporate law firm in New York. Since co-founding the firm in 2005, Mr. Higgins has guided hundreds of businesses, boards and senior executives, integrating with management teams to provide thought leadership and strategic counsel from start-up to exit. Mr. Higgins has served as outside corporate counsel for companies like VistaGen Therapeutics, a publicly traded pharmaceutical company, Empire Resources, a publicly traded distributor, Tradesy, a luxury online fashion resale market, and & pizza. Mr. Higgins has an extensive track record in the food, restaurant and hospitality sectors in particular, both through his work with private equity funds and directly with businesses like &pizza, Magnolia Bakery, Catch Hospitality, Chesapeake Hospitality, Orwasher s Bakery, Outstanding Foods, and Ideal Snacks. Mr. Higgins has also co-founded and led numerous companies, including Clear Sight Analytics, where he served as the company s Chief Operating Officer, and previously served as Chief Operating Officer and General Counsel of CoKinetic Systems Corp., a systems integration and interface technology company incubated with Deutsche Bank. Most recently, he co-founded Vent Multiplexor, where he is leading an emergency effort, in collaboration with Yale New Haven Hospital, to bring to market a patent-pending device for dual-patient ventilation that Mr. Higgins co-invented, which has recently secured emergency use authorization from the Food and Drug Administration during the COVID-19 pandemic.
+
+ Our Chief Strategy Officer, Kimberly Grant, is an accomplished chief executive and public company director with over 25 years of hospitality industry experience leading and scaling restaurant companies. From January 2014 to April 2020, Ms. Grant served as Chief Executive Officer of ThinkFoodGroup ( TFG ), a premier global hospitality company which owns and operates unique dining concepts created by Chef Jos Andr s, including concepts in the fast casual, polished casual, food hall, and fine dining sectors. During her tenure, TFG has become one of the leading chef-driven organizations in the world, rapidly growing global revenues as the company expanded to 29 locations across nine gateway cities and began its international expansion. In 2018, TFG was recognized by Fast Company magazine as one of the World s Most Innovative Companies. The company s most ambitious project to date, Mercado Little Spain, a 35,000 square foot food hall located in New York City s Hudson Yards development, was recognized by the New York 
+
+ 
+
+ 3
+
+ 
+ Times as the best new restaurant to open in New York City in 2019. Prior to serving as Chief Executive Officer of TFG, Ms. Grant built a strong record of operations and finance at Ruby Tuesday. She served as Vice President and Controller for the company after its spin-off as an independent public company from 1998 to 2002, and then Senior Vice President, Executive Vice President, President and Chief Operating Officer from 2002 to 2013, where she was responsible for a profits & loss statement with revenues exceeding $1.3 billion each year from 2004 to 2013. Ms. Grant currently serves on the board of Performance Food Group, a publicly traded food product distribution company with more than $20 billion in annual revenue, where she is a member of the audit, nomination, and governance committees. In 2019 and 2020, Ms. Grant was recognized by Nation s Restaurant News The Power List. 
+
+ Our Directors
+
+ Our leadership team s skills are complemented by our directors and advisors, who bring significant operating experience and relationships throughout the hospitality industry. In addition to Sandy Beall, Doug Jacob, and Kevin Reddy, Ramin Arani, Alice Elliot, Sanjay Chadda and Steve Kassin are director nominees.
+
+ Ramin Arani is the CFO of Vice Media, with decades of experience in fund management and financial operations. Previously, Mr. Arani was a portfolio manager at Fidelity Management & Research Company. Most recently, he managed the Fidelity Puritan Fund, achieving top 5% performance relative to industry peers. His financial experience spans a variety of sectors, including media, technology, health care, real estate, retail, aerospace and defense. Mr. Arani has served on several company boards, including Legendary Pictures, Rent the Runway, Goop, Rumble Boxing and Sakara Life.
+
+ Alice Elliot is the founder and Chief Executive Officer of The Elliot Group, a widely respected executive recruitment agency in the restaurant and hospitality industry. Nationally recognized as one of the leading advisors in executive search, human resources, and leadership, Ms. Elliot has been featured in QSR Magazine s 20 Most Influential Restaurant Leaders, Nation s Restaurant News 50 Most Powerful People in Foodservice, and on CBS This Morning Saturday. She has also been a featured speaker on Bloomberg Radio, focusing on business trends and innovation. In addition, Ms. Elliot has spoken at many industry highlights and is the recipient of several awards, including the coveted Women s Foodservice Forum Trailblazer award, and the prestigious Roundtable for Women in Foodservice Pacesetter Award. She sits on the Board of Trustees of The Culinary Institute of America, and was inducted into the National Restaurant Association Educational Foundation s College of Diplomates in 2010 for her tireless work in bringing public awareness to the hospitality industry.
+
+ Sanjay Chadda is the Co-Head of Investment Banking at Canaccord Genuity, which focuses on the broader media, digital advertising and marketing, commerce, information and marketing technology and services industries. Sanjay has led more than 125 transactions during his career and has successfully completed over 50 transactions since the beginning of 2014 alone. He joined Canaccord Genuity through its acquisition of Petsky Prunier in 2019. He focuses on origination, due diligence, marketing, management, and negotiation of both M&A and private placement transactions.
+
+ Steve Kassin is the Founder and Managing Partner of Infinity Real Estate, a privately owned developer, owner, and manager of high quality real estate headquartered in New York City. Under Mr. Kassin s leadership, Infinity has acquired or developed commercial property representing over $1.5 billion in direct investment transactions across more than 75 projects. During Mr. Kassin s tenure, Infinity has honed its expertise in the urban multi-family, lodging and retail sectors. His management and growth initiatives have transformed Infinity Real Estate into a national real estate investment company. In October 2015, Steve was named Fifty Under 40 in Globe Street s Real Estate Forum publication. He is also an active participant on various industry panels and guest lectures at NYU Stern School of Business and at other educational institutions. Steve currently serves as a NYU Stern Real Estate Advisory Board Member, NYU Alumni Council Chair, NAIOP Advisory Board Member, ICSC Next Gen. Committee Member, Exec. Board Member, and a PREF Co-Founder.
+
+ Our Advisors
+
+ Michael Lastoria is a dynamic entrepreneur with a track record of founding, scaling and exiting a variety of businesses. In 2002, at the age of 22, Mr. Lastoria founded his first company, Innovation Ads, an advertising, technology and marketing services firm, as his first job out of college in New York City. In four years, as Founding Chief Executive Officer, he oversaw the rapid growth of the company and its sale to Seaport Capital, a New York-based private equity firm, in 2006. Lastoria remained the company s Chief Executive Officer from 2006 to 2009. In 2010, 
+
+ 
+
+ 4
+
+ 
+ Mr. Lastoria co-founded &pizza, where he currently serves as Chief Executive Officer. At &pizza, Mr. Lastoria has raised over $80 million of investment capital and has expanded the purpose-driven chain to 38 locations in six markets. In addition to &pizza, Mr. Lastoria cofounded JWALK. Mr. Lastoria is a recognized startup leader and vocal advocate in the fight to raise minimum wage to $15.00 an hour, believing that every employee should not only survive, but thrive. He speaks regularly on the value of design thinking, innovation and entrepreneurship. Mr. Lastoria was named one of the Washington Business Journal s 40 Under 40. In 2017, he was awarded the Mort Harris Small Business person of the year by the Small Business Council of America.
+
+ Kat Cole is the Chief Operating Officer of Focus Brands, an operator of 5,000+ units across a dozen restaurant concepts, with deep operational and executive experience across numerous brands. Prior to moving into an executive role within Focus Brands, Ms. Cole was the CEO of Cinnabon, helping expand the concept significantly, and was recognized by Fortune Magazine in 2013 on its 40 Under 40 list. Prior to Cinnabon, Ms. Cole oversaw significant growth as Vice President of Training and Development at Hooters, expanding the brand from 100 locations to 500 locations globally, and driving sales to more than $1 billion systemwide.
+
+ Sanjay Lamba is the Principal of Buddhist Wolf LLC, a private placement firm based in New York City with extensive relationships with over 300 capital partners spanning significant single-family offices, multi-family offices, institutional asset managers, venture capitalists, private equity investors, and pension and sovereign wealth funds. Mr. Lamba has assisted highly disruptive companies in the science, technology, healthcare, fitness, hospitality, and consumer industries. Prior to this, Mr. Lamba spent 15 years as an International Institutional Equity Salesperson with BNP Paribas, Lehman Brothers and Nomura, working in Paris, London, San Francisco and New York.
+
+ Ndamukong Suh is an American Football Defensive Tackle and entrepreneur. Mr. Suh was drafted by the Detroit Lions second overall in the 2010 NFL draft and was a 2018 season NFC Champion with the Los Angeles Rams. He has partnered with companies such as Ember, This Bar Saves Lives (TBSL), Human Ventures, Marcy Venture Partners and CourtsideVC. Suh has been heavily involved with real estate development and is an avid investor in the hospitality sector. He is the founder of Generals Restaurant Group which owns, invests in, manages, operates and provides consulting services for hospitality businesses. Through his Generals Restaurant Group, Mr. Suh is an investor in Blue Sushi Sake Grill which is run by Flagship Restaurant Group. Mr. Suh has also partnered with Micah Camden, a well-known restauranteur in Portland, OR, and together they own Bae s Hot Chicken and Super Deluxe, a boutique burger concept.
+
+ Dan Gardner is the founder and current CEO of Code and Theory. Mr. Gardner has more than a decade of experience designing cross-platform products and brand experiences for clients in North America, Europe, Asia, and the Middle East, and has led Code and Theory to become one of the largest digital first creative agencies in the United States. Since founding the company in 2001, it has grown to over 500 employees, with offices in New York, San Francisco, Los Angeles, Atlanta, London, and Manila. In his role as CEO of Code and Theory, Mr. Gardner has overseen major media launches for publishers such as Bloomberg, Vogue, and the LA Times, provided creative solutions for how brands like Maybelline NY and Burger King communicate their stories and redesigned the digital space between government and citizenry through sites like NY.gov. Code and Theory has been honored by Webby s, D&AD, Cannes Lions, One Show, was Digiday s 2019 Creative Agency of the Year, and was named to Ad Age s 2020 A-List and Best Places to Work. 
+
+ Todd Gurley is entering his sixth season in the NFL as a running back for the Atlanta Falcons. Throughout his professional career to date, Mr. Gurley has rushed for 5,404 yards and 58 touchdowns on 1,265 carries, has been named to the Pro Bowl three times, and was named Associated Press First Team All Pro in 2017 and 2018. Mr. Gurley was drafted 10th overall in the 2015 NFL Draft by the St. Louis Rams, and joined the Falcons as a free agent in 2020. Prior to the NFL, Mr. Gurley attended the University of Georgia. Mr. Gurley is a Tarboro, North Carolina native. In 2019, Mr. Gurley founded the Make A Difference Every Day (M.A.D.E.) Foundation on the principle of supporting youth by focusing on their physical, social, and educational health. M.A.D.E. aims to give youth a unique perspective on life through sports, education and community involvement, building character that will remain with them for a lifetime. Mr. Gurley also serves as an ambassador for brands including NIKE, Gatorade, BMW, Hulu, T-Mobile, Pizza Hut, American Airlines, Neptune Ice, Activision, and more. 
+
+ Allison Page is Co-Founder and Chief Product Officer of SevenRooms, a data-driven operations, marketing and guest engagement platform that empowers hospitality operators to maximize revenue, build brand loyalty and enable personalized experiences across the guest journey. SevenRooms is venture-backed by Amazon, Comcast Ventures and Providence Strategic Growth, and has been named to Inc. s annual list of Best Workplaces for 2020. 
+
+ 
+
+ 
+
+ 5
+
+ 
+ The company serves a wide range of clients, from neighborhood restaurants to international, multi-concept hospitality groups. Since inception in 2011, Ms. Page has been responsible for driving product innovation, defining the company s product roadmap, vision and strategic positioning. She holds more than a decade of experience as an entrepreneur in the hospitality industry; launching, building and commercializing high-growth technology platforms across global restaurant, hotel and entertainment brands. She brings knowledge in the areas of technology, guest experience, guest engagement, CRM, marketing, loyalty, data analytics and consumer trends. Prior to founding SevenRooms, Allison started her career in investment banking at Credit Suisse. She holds a bachelor s degree in Finance & Real Estate from The Wharton School, University of Pennsylvania and was named one of Hospitality Technology s 2019 Top Women in Restaurant Technology. She currently sits on the boards of Red Robin Gourmet Burgers and the Pillsbury Institute for Hospitality Entrepreneurship at Cornell University. 
+
+ Kris Stevens is Chief Executive Officer of CoKinetic Systems ( CoKinetic ), a technology and systems integrator. Prior to founding CoKinetic, Mr. Stevens was Managing Director and Chief Technology Officer of Deutsche Asset Management. Previously, he was Managing Director and Chief Technology Officer of Bankers Trust Private Bank. Mr. Stevens developed strong skills in technology acquisition and systems integration during his time at Deutsche Asset Management and Bankers Trust Private Bank, as he played a key role in quickly integrating and developing complex technology systems and platforms in connection with the acquisitions of investment management companies. Mr. Stevens began his career in technology by building programs to optimize the management of certain pizza delivery restaurants which he founded and operated. Recently, Mr. Stevens has begun developing a variety of apps for Apple and Android platforms in subjects that include social media, charitable giving and food. 
+
+ Together, we believe our director nominees and advisors bring additional expertise that will enhance our ability to identify and execute our initial business combination, and may enhance our ability to execute upon various value creation initiatives after the successful completion of our initial business combination.
+
+ Notwithstanding our leadership team s past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. You should not rely on the historical record of our management s performance as indicative of our future performance. None of our officers or directors has any past experience as a founder or director of any special purpose acquisition companies.
+
+ Our Approach
+
+ Our business strategy is to identify and complete our initial business combination with a company that complements the experiences and skills of our leadership team and can benefit from their operational expertise. We believe identifying and accelerating a winning hospitality concept requires significant expertise in multiple domains not just financial or operational acumen. Our management team has public-market experience as operators of hospitality concepts, understanding the nuances that drive margin improvement and the technologies to optimize operations. They have experience implementing category-defining brand marketing that drives customer loyalty and repeat purchasing from our experience in both hospitality and adjacent categories. Our management team has a track record for leading tens of thousands of team members, managers and multi-unit operators to provide operational excellence in a large array of service models. Additionally, our team has decades-long experience and personal relationships with major institutional landlords and expects to be able to facilitate multi-unit expansion deals that drive optimized growth.
+
+ We believe that restaurant brands that lean heavily into technology-infused creative and brand marketing catapult from category leader to generational icons. Share of wallet, more than ever, is interwoven with share of mind and heart, and it is those brands championing this understanding that are disrupting, leading, and ultimately winning their categories. We call it Living Brand: an insight-driven, always-on, ever-present, omni-channel mode of behaving that puts distinction before difference, and worldview before lifestyle. Our team has brought to life numerous brands across myriad categories and types of brand engagement, each with its seasoned approach for development that supports new, strategic, and custom creativity.
+
+ 
+
+ 6
+
+ 
+ Over the course of our management team s careers, they have developed experience in brand, operations, technology and real estate which we believe gives us a competitive advantage. Importantly, we believe these four elements can provide the opportunity to drive value maximization.
+
+ 
+
+ Winning with Brand
+
+ We believe restaurant brands that lean heavily into creative and brand marketing catapult from category leader to generational icons.
+
+ We believe the following elements are important to winning with brand:
+
+ Evolved visual identity
+
+ Unique partnership drops
+
+ Distinctive experiential
+
+ Creative innovation
+
+ Always-on, omni-present
+
+ Purpose-driven
+
+ Winning with Operations
+
+ We believe the consumer dining experience has evolved dramatically, becoming increasingly operationally complex to execute on a consistent basis.
+
+ We believe the following elements are important to winning with operations:
+
+ Passionate do what s right culture
+
+ Simple, tech-enabled operations model
+
+ Distinct P&L advantaged business model
+
+ Strong discipline for operating profit
+
+ Strong payback on new builds
+
+ 
+
+ 7
+
+ 
+ Winning with Technology
+
+ We believe increased off-premise demand from consumers and rapidly evolving software and analytics platforms provide a massive edge to those that can successfully implement next-generation technology systems.
+
+ We believe the following elements are important to winning with technology:
+
+ Tech-enabled, seamless & engaging for guests and team
+
+ Data-driven, actionable reporting
+
+ Customer loyalty and direct marketing
+
+ Native ordering systems
+
+ Back-of-house optimization
+
+ Winning with Real Estate
+
+ We believe best-in-class operators will have a distinct advantage in leveraging the recession-impacted real estate market to enable the next phase of growth. Collectively, our team has deep real estate experience, selecting a combined 2,000+ sites across multiple formats.
+
+ We believe the following elements are important to winning with real estate:
+
+ Capitalize on emerging dislocation
+
+ Negotiate on offense with landlords
+
+ Small footprint, high throughput
+
+ Optimize design for on- and off-premise
+
+ Competitive pricing for new construction
+
+ Traditional and non-traditional locations
+
+ Upon completion of this offering, our leadership team will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. We recognize the challenges that restaurants currently face and believe our management team understands the nuances of how to create value from these challenges. Collectively, we believe we have the experience to create the next industry leader and have the deep connections and expertise to execute on this vision post-business combination. We anticipate that for businesses that fit our criteria, we will be an attractive exit opportunity.
+
+ Our Opportunity
+
+ The U.S. restaurant industry represented $578 billion in sales in 2019, according to Technomic, and has grown at an annual rate of 3.2% since 2004. This growth has coincided with a shift towards greater restaurant spending; according to the Bureau of Economic analysis, food away from home accounted for approximately 48% of U.S. consumer s food spending in 2018, rising from only 28% in 1969. The U.S. restaurant industry is also highly fragmented, with Technomic estimating that the largest 500 restaurant companies only accounted for approximately 57% of total sales in 2019. We believe that the U.S. restaurant industry is deep, dynamic, and provides a wealth of opportunities.
+
+ The current crisis brought on by the COVID-19 pandemic has accelerated many of the trends we have watched develop in the restaurant industry. Collectively, we understand the challenges that restaurants currently face, including rising labor costs, heightened attention to quality, decline of physical retail, diminishing economics from third-party delivery, and the need for strong digital capabilities. Our deep experience in the hospitality industry will allow us to understand the nuances of how to create value and regain consumer trust from these challenges, for example by driving multiple dayparts, offering clean and craveable menus, creating a flexible retail footprint, implementing best-in-class off-premise and customer loyalty, developing experiential destinations, strengthening digital and technology infrastructure, and building and maintaining a culturally-relevant brand.
+
+ 
+
+ 8
+
+ 
+ We believe that the current COVID-19 pandemic provides a compelling opportunity. Although the current COVID-19 pandemic has disrupted the restaurant ecosystem, many limited service concepts, particularly those with strong delivery components, continue to record same store sales levels at or above those of one year prior. We believe this level of performance in the midst of industry disruption can be used to clearly evaluate concepts that will be poised for future growth. Additionally, we believe there is a strong real estate opportunity, with many underperforming concepts shuttering units, and landlords providing flexibility on lease terms. We believe that now is the best time to apply a lifetime of learning to this opportunity.
+
+ Our Criteria
+
+ Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies that fit the following criteria:
+
+ Quick service restaurant or small-footprint fast casual with drive-through, strong off-premise program and technology capabilities
+
+ Large regional or national presence, and potential for international expansion
+
+ Iconic brand with the ability to build cultural relevance and purpose into brand
+
+ Have strong ongoing operations
+
+ Can benefit from our leadership team s knowledge of the restaurant sector, proven track record of operational expertise, and past experiences in profitably and rapidly scaling businesses
+
+ At a stage in its lifecycle where we believe we can drive improved financial performance, with a financial profile of $40 million to $150 million consolidated EBITDA and a $600 million or greater enterprise value
+
+ Maintain a distinct profits & loss advantage within the food service industry or other operating sector
+
+ Offer opportunities to accelerate financial performance and growth through organic initiatives and/or inorganic growth opportunities
+
+ Provide an attractive potential return for our shareholders
+
+ These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, guidelines and criteria that our management team may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the Securities and Exchange Commission (the SEC ). In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as a review of financial, operational, legal and other information which will be made available to us.
+
+ Initial Business Combination
+
+ The NYSE listing rules require that we must consummate an initial business combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value 
+
+ 
+
+ 9
+
+ 
+ of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. If our securities are not listed on NYSE after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on NYSE at the time of our initial business combination.
+
+ We anticipate structuring our initial business combination so that the post transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.
+
+ Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
+
+ Corporate Information
+
+ We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
+
+ In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
+
+ We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act.
+
+ 
+
+ 10
+
+ 
+ Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of that fiscal year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that fiscal year s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. 
+
+ Our executive offices are located at 3 Minetta Street, New York, NY 10012 and our phone number is (917) 921-0285. Upon completion of this offering, our corporate website address will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus forms a part. You should not rely on any such information in making your decision whether to invest in our securities. 
+
+ 
+
+ 11
+
+ 
+ The Offering
+
+ In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 29 of this prospectus.
+
+ 
+
+ 
+ 
+
+ Securities offered
+
+ 
+ 
+ 
+ 20,000,000 units (or 23,000,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ one share of Class A common stock; and 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ one-half of one redeemable warrant. 
+
+ 
+ 
+
+ 
+ 
+ Proposed NYSE Symbols
+
+ 
+ 
+ 
+ Units: FST.U 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Class A common stock: FST 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Warrants: FST WS 
+
+ 
+ 
+
+ 
+ 
+ Trading commencement and separation of shares of Class A common stock and warrants
+
+ 
+ 
+ 
+ 
+
+The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Citigroup Global Markets Inc. and UBS Securities LLC inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. 
+
+ Additionally, we expect that the units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
+
+ 
+ 
+
+ 
+ 
+ Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K
+
+ 
+ 
+ 
+ 
+
+In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. 
+
+ 
+ 
+
+ 
+ 
+
+ 12
+
+ 
+ 
+
+ 
+ 
+
+ Units:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Number outstanding before this 
+offering
+
+ 
+ 
+ 
+ 0
+
+ 
+ 
+
+ 
+ 
+ Number outstanding after this 
+offering
+
+ 
+ 
+ 
+ 20,000,000(1) 
+
+ 
+ 
+
+ 
+ 
+ Common Stock:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Number outstanding before this 
+offering
+
+ 
+ 
+ 
+ 5,750,000(2)(3) 
+
+ 
+ 
+
+ 
+ 
+ Number outstanding after this 
+offering
+
+ 
+ 
+ 
+ 25,000,000(1)(3)(4) 
+
+ 
+ 
+
+ 
+ 
+ Warrants:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Number of private placement warrants to be sold in a private placement simultaneously with this offering
+
+ 
+ 
+ 
+ 6,000,000(1) 
+
+ 
+ 
+
+ 
+ 
+ Number of warrants to be outstanding after this offering and the private placement
+
+ 
+ 
+ 
+ 16,000,000(1) 
+
+ 
+ 
+
+ 
+ 
+ Exercisability
+
+ 
+ 
+ 
+ Each whole warrant offered in this offering is exercisable to purchase one share of Class A common stock, subject to adjustment as provided herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ We structured each unit to contain one-half of one warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. 
+
+ 
+ 
+
+ 
+ 
+ Exercise price
+
+ 
+ 
+ 
+ $11.50 per share, subject to adjustment as described herein. 
+
+ In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our 
+
+ 
+ 
+
+ 
+ ____________
+(1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 750,000 founder shares by our initial stockholders for no consideration.
+
+ (2) Includes up to 750,000 founder shares that will be forfeited by our initial stockholders depending on the extent to which the underwriters over-allotment option is exercised.
+
+ (3) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock at the time of the closing of the initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. 
+
+ (4) Includes 20,000,000 public shares and 5,000,000 founder shares.
+
+ 
+
+ 13
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ initial stockholders or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per-share redemption trigger price described adjacent to Redemption of warrants for cash will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. 
+
+ 
+ 
+
+ 
+ 
+ Exercise period
+
+ 
+ 
+ 
+ The warrants will become exercisable on the later of:
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 30 days after the completion of our initial business combination, and
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 12 months from the closing of this offering;
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we do not register or qualify the underlying securities for sale under all applicable state securities laws. 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC and have an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
+
+ 
+ 
+
+ 
+ 
+
+ 14
+
+ 
+ 
+
+ 
+ 
+
+ Redemption of warrants for cash
+
+ 
+ 
+ 
+ Once the warrants become exercisable, we may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ in whole and not in part;
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ at a price of $0.01 per warrant;
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ if, and only if, the last reported sales price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ We will not redeem the warrants for cash unless an effective registration statement under the Securities Act covering the issuance of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ None of the private placement warrants will be redeemable by us for cash so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees.
+
+ 
+ 
+
+ 
+ 
+ Cashless exercise
+
+ 
+ 
+ 
+ If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value of our Class A common stock for such purposes shall mean the average last reported sales price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see Description of Securities Warrants Public Stockholders Warrants for additional information. 
+
+ 
+ 
+
+ 
+ 
+
+ 15
+
+ 
+ 
+
+ 
+ 
+
+ Founder shares
+
+ 
+ 
+ 
+ On June 4, 2020, our sponsor purchased an aggregate of 7,187,500 founder shares in exchange for a capital contribution of $25,000, or approximately $0.004 per share. On August 4, 2020, our sponsor surrendered 1,437,500 founder shares to us for cancellation for no consideration resulting in our sponsor holding 5,750,000 founder shares. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 23,000,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 750,000 of the founder shares will be forfeited depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of this offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial stockholders, on an as-converted basis, at 20.0% of our issued and outstanding common stock upon the consummation of this offering.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that:
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ the founder shares are subject to certain transfer restrictions, as described in more detail below;
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering or any extended time that we have to consummate an initial business combination beyond 24 months as a result of a stockholder vote to amend our amended and restated certificate of incorporation (an Extension Period ) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 7,500,001, or 37.5% (assuming all outstanding shares are voted), of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and
+
+ 
+ 
+
+ 
+ 
+
+ 16
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ the founder shares are automatically convertible into our Class A common stock at the time of the closing of the initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. 
+
+ 
+ 
+
+ 
+ 
+ Transfer restrictions on founder shares
+
+ 
+ 
+ 
+ Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (A) the last reported sales price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (B) we consummate a transaction after our initial business combination which results in our stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. 
+
+ 
+ 
+
+ 
+ 
+ Founder shares conversion and anti-dilution rights
+
+ 
+ 
+ 
+ 
+The founder shares will automatically convert into shares of Class A common stock at the time of the closing of the initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of our initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. 
+
+ 
+ 
+
+ 
+ 
+ Voting Rights
+
+ 
+ 
+ 
+ Holders of record of our Class A common stock and holders of record of our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law.
+
+ 
+ 
+
+ 
+ 
+
+ 17
+
+ 
+ 
+
+ 
+ 
+
+ Private placement warrants
+
+ 
+ 
+ 
+ Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 6,000,000 private placement warrants (or 6,600,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment as described herein, at a price of $1.00 per warrant, or $6,000,000 in the aggregate (or $6,600,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $200.0 million (or $230.0 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by their initial purchasers or their permitted transferees (except as described below under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). If the private placement warrants are held by holders other than their initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering.
+
+ 
+ 
+
+ 
+ 
+ Transfer restrictions on private placement warrants
+
+ 
+ 
+ 
+ 
+The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants. 
+
+ 
+ 
+
+ 
+ 
+ Proceeds to be held in trust account
+
+ 
+ 
+ 
+ NYSE rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $200.0 million, or $230.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $4,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $4,600,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2.0 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $7,000,000 (or up to $8,050,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder
+
+ 
+ 
+
+ 
+ 
+
+ 18
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders.
+
+ 
+ 
+
+ 
+ 
+ Anticipated expenses and funding sources
+
+ 
+ 
+ 
+ 
+Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except for permitted withdrawals and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $1,000,000 per year, assuming an interest rate of 0.5% per year; however we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and:
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds to, or invest in, us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination.
+
+ 
+ 
+
+ 
+ 
+ Conditions to completing our initial business combination
+
+ 
+ 
+ 
+ 
+The rules of the NYSE require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. If our securities are not listed on NYSE after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on NYSE at the time of our initial business combination.
+
+ 
+ 
+
+ 
+ 
+
+ 19
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired by us is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the transactions together as our initial business combination for purposes of seeking stockholder approval or conducting a tender offer, as applicable.
+
+ 
+ 
+
+ 
+ 
+ Permitted purchases of public shares and public warrants by our affiliates
+
+ 
+ 
+ 
+ 
+If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. There is no limit on the number of our securities our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NYSE rules. Any such price per share may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material non-public information), our initial stockholders, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. Such persons will be subject to restrictions in making any such purchases when they are in possession of any material non-public information or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such
+
+ 
+ 
+
+ 
+ 
+
+ 20
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ reporting requirements. See Proposed Business Permitted purchases of our securities for a description of how our sponsor, initial stockholders, directors, officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ The purpose of any such transactions could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination, (ii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met or (iii) reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such transactions may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such transactions are consummated, the public float of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
+
+ 
+ 
+
+ 
+ 
+ Redemption rights for public stockholders upon completion of our initial business combination
+
+ 
+ 
+ 
+ 
+
+We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares they hold and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination.
+
+ 
+ 
+
+ 
+ 
+ Manner of conducting redemptions
+
+ 
+ 
+ 
+ We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. Except for as required by applicable law or stock exchange listing requirements, the decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with NYSE s shareholder approval rules.
+
+ 
+ 
+
+ 
+ 
+
+ 21
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NYSE. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will:
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ file proxy materials with the SEC.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need only 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will:
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
+
+ 
+ 
+
+ 
+ 
+
+ 22
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the date on which the vote on the proposal to approve the initial business combination is to be held. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target business, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof.
+
+ 
+ 
+
+ 
+ 
+
+ 23
+
+ 
+ 
+
+ 
+ 
+
+ Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold stockholder vote 
+
+ 
+ 
+ 
+ 
+
+Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. 
+
+ 
+ 
+
+ 
+ 
+ Release of funds in trust account on closing of our initial business combination 
+
+ 
+ 
+ 
+ 
+
+On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee or released to us to pay amounts due to any public stockholders who properly exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. 
+
+ 
+ 
+
+ 
+ 
+
+ 24
+
+ 
+ 
+
+ 
+ 
+
+ Redemption of public shares and distribution and liquidation if no initial business combination
+
+ 
+ 
+ 
+ 
+
+Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of this offering to complete our initial business combination. If we do not complete our initial business combination within such 24-month period or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the allotted time period.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Our initial stockholders have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period. However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time frame.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Our sponsor, officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment.
+
+ 
+ 
+
+ 
+ 
+
+ 25
+
+ 
+ 
+
+ 
+ 
+
+ Limited payments to insiders
+
+ 
+ 
+ 
+ There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from (i) funds held outside the trust account or (ii) interest earned on the trust account and released to us to pay our taxes:
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ reimbursement for office space, secretarial and administrative services provided to members of our management team by our sponsor, in an amount not to exceed $15,000 per month; 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to us to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
+
+ 
+ 
+
+ 
+ 
+ Audit Committee 
+
+ 
+ 
+ 
+ We will establish and maintain an audit committee, which will be composed entirely of independent directors as and when required by the NYSE rules and Rule 10A of the Exchange Act, to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. 
+
+ 
+ 
+
+ 
+ 
+
+ 26
+
+ 
+ 
+
+ 
+ 
+
+ Conflicts of Interest
+
+ 
+ 
+ 
+ Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. For more information, see the section entitled Management Conflicts of Interest. 
+
+ 
+ 
+
+ 
+ Risks
+
+ We are a blank check company that has conducted no operations and has generated no revenues to date. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors beginning on page 29 of this prospectus.
+
+ 
+
+ 27
+
+ 
+ SUMMARY FINANCIAL DATA
+
+ The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ As of 
+June 19, 2020 
+
+ 
+ 
+
+ 
+ 
+ Balance Sheet Data:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Working capital (deficit)
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (30,728
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ Total assets
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 80,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total liabilities
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 55,728
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Stockholder s equity
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 24,272
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+
+ 28
+
+ 
+ RISK FACTORS
+
+ An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
+
+ We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
+
+ We are a blank check company established under the laws of the State of Delaware with no operating results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.
+
+ Our stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our stockholders do not support such a combination.
+
+ We may choose not to hold a stockholder vote to approve our initial business combination if the business combination would not require stockholder approval under applicable law or stock exchange listing requirements. Except for as required by applicable law or stock exchange listing requirements, the decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our common stock do not approve of the business combination we complete. Please see the section entitled Proposed Business Stockholders May Not Have the Ability to Approve Our Initial Business Combination for additional information.
+
+ Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
+
+ At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target business. Since our board of directors may complete a business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the business combination, unless we seek such stockholder vote. Accordingly, your only opportunity to affect the investment decision regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial business combination.
+
+ If we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.
+
+ Our initial stockholders will own 20% of our outstanding common stock immediately following the completion of this offering. Our initial stockholders and management team also may from time to time purchase Class A common stock prior to our initial business combination. Our amended and restated certificate of incorporation provides that, if we seek stockholder approval of an initial business combination, such initial business combination will be approved if we receive the affirmative vote of a majority of the shares voted at such meeting, including the founder shares. As a result, in addition to our initial stockholders founder shares, we would need 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). Accordingly, if we seek stockholder approval of our initial business combination, the agreement by our initial stockholders and management team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite stockholder approval for such initial business combination.
+
+ 
+
+ 29
+
+ 
+ The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
+
+ We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or make us unable to satisfy a minimum cash condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.
+
+ The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
+
+ At the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third-party financing. In addition, if a larger number of shares is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. In addition, the amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.
+
+ The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
+
+ If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.
+
+ The requirement that we complete our initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.
+
+ Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within 24 months from the closing of this offering. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the end of timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.
+
+ 
+
+ 30
+
+ 
+ Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets.
+
+ In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a Public Health Emergency of International Concern. On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a pandemic . The COVID-19 outbreak has and a significant outbreak of other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continues to restrict travel, limit the ability to have meetings with potential investors or the target company s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.
+
+ In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all.
+
+ Finally, the outbreak of COVID-19 may also have the effect of heightening many of the other risks described in this Risk Factors section, such as those related to the market for our securities and cross-border transactions.
+
+ We may not be able to complete our initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
+
+ We may not be able to find a suitable target business and complete our initial business combination within 24 months after the closing of this offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such time period or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
+
+ If we seek stockholder approval of our initial business combination, our sponsor, initial stockholders, directors, officers, advisors or their affiliates may enter into certain transactions, including purchasing shares or warrants from the public, which may influence the outcome of a proposed business combination and reduce the public float of our securities.
+
+ If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or public warrants or a combination thereof in 
+
+ 
+
+ 31
+
+ 
+ privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NYSE rules. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material non-public information), our initial stockholders, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions.
+
+ In the event that our sponsor, initial stockholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of any such transactions could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination, (ii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met or (iii) reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such transactions may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such transactions are consummated, the public float of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases of our Securities for a description of how our sponsor, directors, officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction.
+
+ In addition, if such purchases are made, the public float of our Class A common stock or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.
+
+ If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
+
+ We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a stockholder fails to receive our proxy materials or tender offer documents, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the date on which the vote on the proposal to approve the initial business combination is to be held. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. In the event that a stockholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. See the section of this prospectus entitled Proposed Business Delivering Stock Certificates in Connection with the Exercise of Redemption Rights. 
+
+ 
+
+ 32
+
+ 
+ The securities in which we invest the proceeds held in the trust account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per-share redemption amount received by stockholders may be less than $10.00 per share.
+
+ The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. While short-term U.S. treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event of very low or negative yields, the amount of interest income (which we may use to pay our taxes, if any) would be reduced. In the event that we are unable to complete our initial business combination, our public stockholders are entitled to receive their pro-rata share of the proceeds then held in the trust account, plus any interest income (less up to $100,000 of interest to pay dissolution expenses). If the balance of the trust account is reduced below $200,000,000 as a result of negative interest rates, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.
+
+ You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
+
+ Our public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, and (iii) the redemption of our public shares if we do not complete an initial business combination within 24 months from the closing of this offering, subject to applicable law and as further described herein. In addition, if we do not complete an initial business combination within 24 months from the closing of this offering, Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in our trust account. In that case, public stockholders may be forced to wait beyond 24 months from the closing of this offering before they receive funds from our trust account. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
+
+ NYSE may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions.
+
+ We have applied to have our units listed on the NYSE. We expect that our units will be listed on the NYSE on or promptly after the date of this prospectus. Following the date that the Class A common stock and warrants are eligible to trade separately, we anticipate that the Class A common stock and warrants will be separately listed on the NYSE. We cannot guarantee that our securities will be approved for listing on the NYSE. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in the NYSE listing standards, we cannot assure you that our securities will be, or will continue to be, listed on the NYSE in the future or prior to our initial business combination. In order to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum average global market capitalization and a minimum number of holders of our securities. Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with NYSE s initial listing requirements, which are more rigorous than NYSE s continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE. For instance, our share price would generally be required to be at least $4.00 per share, our global market capitalization would be required to be at least $150 million, the aggregate market value of our publicly-held shares would be required to be at least $40 million and we would be required to have a minimum of 400 round lot holders and 1,100,000 publicly held shares. We cannot assure you that we will be able to meet those initial listing requirements at that time.
+
+ 
+
+ 33
+
+ 
+ If NYSE delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
+
+ a limited availability of market quotations for our securities;
+
+ reduced liquidity for our securities;
+
+ a determination that our Class A common stock is a penny stock which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
+
+ a limited amount of news and analyst coverage; and
+
+ a decreased ability to issue additional securities or obtain additional financing in the future.
+
+ The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as covered securities. Because we expect that our units and eventually our Class A common stock and warrants will be listed on the NYSE, our units, Class A common stock and warrants will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.
+
+ You will not be entitled to protections normally afforded to investors of many other blank check companies.
+
+ Since the net proceeds of this offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a blank check company under the United States securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the completion of this offering and the sale of the private placement warrants and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if this offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. 
+
+ If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A common stock.
+
+ If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent, which we refer to as the Excess Shares. However, we would not be restricting our stockholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell 
+
+ 
+
+ 34
+
+ 
+ Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.
+
+ Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
+
+ We expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of this offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a stockholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Additionally, our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by target businesses. Any of these obligations may place us at a competitive disadvantage in successfully negotiating and completing a business combination. If we do not complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
+
+ If the net proceeds of this offering not being held in the trust account are insufficient to allow us to operate for at least the 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.
+
+ Of the net proceeds of this offering, only $1,000,000 will be available to us initially outside the trust account. We believe that, upon closing of this offering, the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the 24 months following such closing; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a no-shop provision (a provision in letters of intent or merger agreements designed to keep target businesses from shopping around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.
+
+ In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business 
+
+ 
+
+ 35
+
+ 
+ combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we do not complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public stockholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.
+
+ Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.
+
+ Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
+
+ If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.
+
+ Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party s engagement would be significantly more beneficial to us than any alternative. The underwriters of this offering will not execute agreements with us waiving such claims to the monies held in the trust account.
+
+ Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we do not complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of 
+
+ 
+
+ 36
+
+ 
+ creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third-party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
+
+ Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.
+
+ In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.
+
+ We may not have sufficient funds to satisfy indemnification claims of our directors, officers, employees and agents. 
+
+ We have agreed to indemnify our officers, directors, employees and agents to the fullest extent permitted by law. However, our officers, directors, employees and agents have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers, directors, employees and agents may discourage stockholders from bringing a lawsuit against our officers, directors, employees or agents for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers, directors, employees and agents, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers, directors, employees and agents pursuant to these indemnification provisions. 
+
+ If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
+
+ If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a preferential transfer or a 
+
+ 
+
+ 37
+
+ 
+ fraudulent conveyance. As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, by paying public stockholders from the trust account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.
+
+ If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
+
+ If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
+
+ If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
+
+ If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
+
+ restrictions on the nature of our investments; and
+
+ restrictions on the issuance of securities,
+
+ each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including:
+
+ registration as an investment company with the SEC;
+
+ adoption of a specific form of corporate structure; and
+
+ reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to.
+
+ In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading investment securities constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
+
+ We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an investment company within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering; and (iii) absent an initial 
+
+ 
+
+ 38
+
+ 
+ business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, our return of the funds held in the trust account to our public stockholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
+
+ Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
+
+ We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.
+
+ Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
+
+ Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the funds in our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months from the closing of this offering may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the 24th month from the closing of this offering in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.
+
+ Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the funds in our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months from the closing of this offering is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.
+
+ 
+
+ 39
+
+ 
+ We may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to elect directors.
+
+ In accordance with NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on the NYSE. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.
+
+ You will not be permitted to exercise your warrants unless we register and qualify the underlying Class A common stock or certain exemptions are available.
+
+ If the issuance of the Class A common stock upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A common stock included in the units.
+
+ We are not registering the Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the registration under the Securities Act of the Class A common stock issuable upon exercise of the warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.
+
+ If the shares of Class A common stock issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.
+
+ In no event will warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available.
+
+ If our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of covered securities under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our best efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available.
+
+ In no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws.
+
+ 
+
+ 40
+
+ 
+ You may only be able to exercise your public warrants on a cashless basis under certain circumstances, and if you do so, you will receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.
+
+ The warrant agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the shares of Class A common stock issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; (ii) if we have so elected and the shares of Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of covered securities under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the public warrants for redemption. If you exercise your public warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of our shares of Class A common stock (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The fair market value is the average last reported sales price of the shares of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash. 
+
+ The grant of registration rights to our initial stockholders and holders of our private placement warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our shares of Class A common stock.
+
+ The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and any Class A common stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering, requiring us to register such securities and any other securities of the company acquired by them prior to the consummation of our initial business combination for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A common stock. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A common stock that is expected when the shares of common stock owned by our initial stockholders, holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered.
+
+ Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business s operations.
+
+ Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors, including financial services. Our amended and restated certificate of incorporation prohibits us from effectuating a business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers 
+
+ 
+
+ 41
+
+ 
+ and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
+
+ Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us.
+
+ Information regarding performance by, or businesses associated with, our management team or businesses associated with them is presented for informational purposes only. Past performance by our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. You should not rely on the historical record of the performance of our management team or businesses associated with them as indicative of our future performance of an investment in us or the returns we will, or is likely to, generate going forward.
+
+ We may seek business combination opportunities in industries or sectors that may be outside of our management s areas of expertise.
+
+ We will consider a business combination outside of our management s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a business combination candidate.
+
+ Involvement of members of our management and companies with which they are affiliated in civil disputes and litigation or governmental investigations unrelated to our business affairs could materially impact our ability to consummate an initial business combination.
+
+ Members of our management team and companies with which they are affiliated have been, and in the future will continue to be, involved in a wide variety of business affairs, including transactions, such as sales and purchases of businesses, and ongoing operations. As a result of such involvement, members of our management and companies with which they are affiliated in past have been, and may in the future be, involved in civil disputes and litigation and governmental investigations relating to their business affairs unrelated to our company. Any such claims or investigations may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination in a material manner and may have an adverse effect on the price of our securities.
+
+ Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
+
+ Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other reasons, it may be more difficult for us to attain stockholder approval 
+
+ 
+
+ 42
+
+ 
+ of our initial business combination if the target business does not meet our general criteria and guidelines. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
+
+ We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.
+
+ Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that such an initial business combination is fair to our company from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.
+
+ We may issue additional shares of Class A common stock or shares of preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. Any such issuances would dilute the interest of our stockholders and likely present other risks.
+
+ Our amended and restated certificate of incorporation authorizes the issuance of up to 380,000,000 shares of Class A common stock, par value $0.0001 per share, 20,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Immediately after this offering, there will be 360,000,000 and 15,000,000 (assuming in each case that the underwriters have not exercised their over-allotment option and the forfeiture of 750,000 shares of Class B common stock) authorized but unissued shares of Class A common stock and Class B common stock, respectively, available for issuance. The Class B common stock is automatically convertible into Class A common stock at the time of the closing of the initial business combination initially at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated certificate of incorporation. Immediately after this offering, there will be no shares of preferred stock issued and outstanding. 
+
+ We may issue a substantial number of additional shares of Class A common stock or shares of preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock to redeem the warrants upon conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein. However, our amended and restated certificate of incorporation provides, among other things, that prior to our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of this offering or (y) amend the foregoing provisions. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote. The issuance of additional shares of common stock or shares of preferred stock:
+
+ may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A common stock on a greater than one-to-one basis upon conversion of the Class B common stock; 
+
+ may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock; 
+
+ could cause a change in control if a substantial number of shares of our Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; 
+
+ may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and 
+
+ may adversely affect prevailing market prices for our Class A common stock and/or warrants. 
+
+ 
+
+ 43
+
+ 
+ Unlike some other similarly structured special purpose acquisition companies, our initial stockholders will receive additional shares of Class A common stock if we issue certain shares to consummate an initial business combination.
+
+ The founder shares will automatically convert into shares of Class A common stock at the time of the closing of the initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. This is different than some other similarly structured special purpose acquisition companies in which the initial stockholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to our initial business combination. 
+
+ Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
+
+ We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
+
+ We are dependent upon our officers and directors and their loss could adversely affect our ability to operate.
+
+ Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.
+
+ Our ability to successfully complete our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
+
+ Our ability to successfully complete our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain 
+
+ 
+
+ 44
+
+ 
+ in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.
+
+ Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
+
+ Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with our initial business combination. Such negotiations would take place simultaneously with the negotiation of our initial business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Delaware law.
+
+ We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
+
+ When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following our initial business combination could suffer a reduction in the value of their securities. Such security holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
+
+ The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target s key personnel could negatively impact the operations and profitability of our post-combination business.
+
+ The role of an acquisition candidate s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.
+
+ Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
+
+ Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers and 
+
+ 
+
+ 45
+
+ 
+ directors other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our officers and directors other business affairs, please see Management Officers, Directors and Director Nominees. 
+
+ Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
+
+ Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.
+
+ For a complete discussion of our officers and directors business affiliations and the potential conflicts of interest that you should be aware of, please see Management Officers, Directors and Director Nominees, Conflicts of Interest and Certain Relationships and Related Party Transactions. 
+
+ Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
+
+ We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.
+
+ The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Delaware law and we or our stockholders might have a claim against such individuals for infringing on our stockholders rights. However, we might not ultimately be successful in any claim we may make against them for such reason.
+
+ We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.
+
+ In light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers, directors or existing holders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under Management Conflicts of Interest. Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in Proposed Business Effecting our Initial Business Combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or 
+
+ 
+
+ 46
+
+ 
+ an independent accounting firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.
+
+ Since our sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
+
+ On June 4, 2020, our sponsor purchased an aggregate of 7,187,500 founder shares in exchange for a capital contribution of $25,000, or approximately $0.004 per share. On August 4, 2020, our sponsor surrendered 1,437,500 founder shares to us for cancellation for no consideration resulting in our sponsor holding 5,750,000 founder shares. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 23,000,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 750,000 of the founder shares will be forfeited depending on the extent to which the underwriters over-allotment is exercised. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor has committed to purchase an aggregate of 6,000,000 private placement warrants (or 6,600,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable for one share of Class A common stock at $11.50 per share, subject to adjustment as described herein, for an aggregate purchase price of $6,000,000 (or $6,600,000 if the underwriters over-allotment option is exercised in full), or $1.00 per warrant, that will also be worthless if we do not complete our initial business combination within the allocated time period. In addition, we may obtain loans from our sponsor, affiliates of our sponsor or an officer or director. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 24-month anniversary of the closing of this offering nears, which is the deadline for our completion of an initial business combination.
+
+ We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders investment in us.
+
+ Although we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
+
+ default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
+
+ acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
+
+ our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
+
+ our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
+
+ our inability to pay dividends on our Class A common stock;
+
+ using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
+
+ 
+
+ 47
+
+ 
+ limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
+
+ increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
+
+ limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
+
+ We may only be able to complete one business combination with the proceeds of this offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
+
+ The net proceeds from this offering and the private placement of warrants will provide us with $193,000,000 (or $221,950,000 if the underwriters over-allotment option is exercised in full) that we may use to complete our initial business combination (after taking into account the $7,000,000, or up to $8,050,000 if the over-allotment option is exercised in full, of deferred underwriting commissions being held in the trust account).
+
+ We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:
+
+ solely dependent upon the performance of a single business, property or asset, or
+
+ dependent upon the development or market acceptance of a single or limited number of products, processes or services.
+
+ This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
+
+ We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
+
+ If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
+
+ We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
+
+ To the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven 
+
+ 
+
+ 48
+
+ 
+ business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.
+
+ We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
+
+ In pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
+
+ Our management may not maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
+
+ We may structure our initial business combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the outstanding voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of Class A common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding Class A common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company s shares than we initially acquired. Accordingly, this may make it more likely that our management will not maintain control of the target business.
+
+ We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our stockholders or warrant holders do not agree.
+
+ Our amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares in connection with such initial business combination, all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.
+
+ 
+
+ 49
+
+ 
+ In order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination that our stockholders may not support.
+
+ In order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. The provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of at least 65% of our outstanding common stock. We may also amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants. In addition, our amended and restated certificate of incorporation requires us to provide our public stockholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination within 24 months of the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination. 
+
+ The provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of at least 65% of our outstanding common stock, which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore, to amend our amended and restated certificate of incorporation to facilitate the completion of an initial business combination that some of our stockholders may not support.
+
+ Our amended and restated certificate of incorporation provides that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the sale of the private placement warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of at least 65% of our outstanding common stock entitled to vote thereon and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our outstanding common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. Our initial stockholders, who will collectively beneficially own 20% of our outstanding common stock upon the closing of this offering (assuming they do not purchase any units in this offering), may participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which will govern our pre-business combination behavior more easily than some other special purpose acquisition companies, and this may increase our ability to complete our initial business combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation.
+
+ Our sponsor, officers, directors and director nominees have agreed, pursuant to written agreements with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net 
+
+ 
+
+ 50
+
+ 
+ of permitted withdrawals), divided by the number of then outstanding public shares. Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, officers, directors or director nominees for any breach of these agreements. As a result, in the event of a breach, our public stockholders would need to pursue a stockholder derivative action, subject to applicable law.
+
+ Certain agreements related to this offering may be amended without stockholder approval.
+
+ Each of the agreements related to this offering to which we are a party, other than the warrant agreement and the investment management trust agreement, may be amended without stockholder approval. Such agreements are: the underwriting agreement; the letter agreement among us and our initial stockholders, sponsor, officers and directors; the registration rights agreement among us and our initial stockholders; the private placement warrants purchase agreement between us and our sponsor; and the administrative services agreement among us, our sponsor and an affiliate of our sponsor. These agreements contain various provisions that our public stockholders might deem to be material. For example, our letter agreement and the underwriting agreement contain certain lock-up provisions with respect to the founder shares, private placement warrants and other securities held by our initial stockholders, sponsor, officers and directors. Amendments to such agreements would require the consent of the applicable parties thereto and would need to be approved by our board of directors, which may do so for a variety of reasons, including to facilitate our initial business combination. While we do not expect our board of directors to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement. Any amendment entered into in connection with the consummation of our initial business combination will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to such initial business combination, and any other material amendment to any of our material agreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from our stockholders, may result in the completion of our initial business combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, amendments to the lock-up provision discussed above may result in our initial stockholders selling their securities earlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities.
+
+ We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
+
+ Although we believe that the net proceeds of this offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business combination, because we have not yet selected any specific target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering and the sale of the private placement warrants prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. The current economic environment has made it especially difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination.
+
+ 
+
+ 51
+
+ 
+ Our initial stockholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.
+
+ Upon closing of this offering, our initial stockholders will own 20% of our issued and outstanding common stock (assuming they do not purchase any units in this offering). Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation. If our initial stockholders purchase any units in this offering or if our initial stockholders purchase any additional Class A common stock in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our initial stockholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this prospectus. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A common stock. In addition, our board of directors, whose members were elected by our sponsor, is and will be divided into three classes, each of which will generally serve for a terms for three years with only one class of directors being elected in each year. We may not hold an annual meeting of stockholders to elect new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual meeting, as a consequence of our staggered board of directors, only a minority of the board of directors will be considered for election and our initial stockholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial stockholders will continue to exert control at least until the completion of our initial business combination.
+
+ Our initial stockholders paid an aggregate of $25,000, or approximately $0.004 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our shares of Class A common stock.
+
+ The difference between the public offering price per share (allocating all of the unit purchase price to the share of Class A common stock and none to the warrant included in the unit) and the pro forma net tangible book value per share of our Class A common stock after this offering constitutes the dilution to you and the other investors in this offering. Our initial stockholders acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and the other public stockholders will incur an immediate and substantial dilution of approximately 91.8% (or $9.18 per share, assuming no exercise of the underwriters over-allotment option), the difference between the pro forma net tangible book value per share after this offering of $0.82 and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of shares of Class A common stock on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination and would become exacerbated to the extent that public stockholders seek redemptions from the trust for their public shares. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive to our Class A common stock.
+
+ We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of Class A common stock purchasable upon exercise of a warrant could be decreased, all without your approval.
+
+ Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that (a) the terms of the warrants may be amended without the consent of any holder (i) for the purpose of curing any ambiguity, or curing or, correcting or supplementing any defective provision contained therein or adding or changing any other provisions with respect to matters or questions arising thereunder as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders of the warrants, and (ii) to provide for the delivery of an alternative issuance described above and (b) all other modifications or amendments require the vote or written consent of at least 65% of the then outstanding public warrants and, solely with respect to any amendment to the terms of the private placement warrants or warrants issued upon conversion of working capital loans or any provision of the warrant agreement with respect to the private placement warrants or warrants issued upon conversion of working capital loans, 
+
+ 
+
+ 
+
+ 52
+
+ 
+ at least 65% of the then outstanding private placement warrants and warrants issued upon conversion of working capital loans. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of Class A common stock purchasable upon exercise of a warrant. 
+
+ We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
+
+ We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to proper notice of such redemption provided that on the date we give the notice of such redemption to the warrant holders. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us for cash so long as they are held by the initial purchasers or their permitted transferees. 
+
+ Our warrants may have an adverse effect on the market price of our shares of Class A common stock and make it more difficult to effectuate our initial business combination.
+
+ We will be issuing warrants to purchase 10,000,000 shares of our Class A common stock (or up to 11,500,000 shares of our Class A common stock if the underwriters over-allotment option is exercised in full) as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing in a private placement an aggregate of 6,000,000 private placement warrants (or 6,600,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment as described herein. In addition, if our sponsor or an affiliate of our sponsor or certain of our officers and directors makes any working capital loans, such lender may convert those loans into up to an additional 1,500,000 private placement warrants, at the price of $1.00 per warrant. To the extent we issue common stock to effectuate a business transaction, the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding shares of Class A common stock and reduce the value of the Class A common stock issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.
+
+ Because each unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.
+
+ Each unit contains one-half of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one common share and one whole warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive business combination partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.
+
+ 
+
+ 53
+
+ 
+ The determination of the offering price of our units, the size of this offering and terms of the units is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating company.
+
+ Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the underwriters. In determining the size of this offering, management held customary organizational meetings with representatives of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of this offering, prices and terms of the units, including the Class A common stock and warrants underlying the units, include:
+
+ the history and prospects of companies whose principal business is the acquisition of other companies;
+
+ prior offerings of those companies;
+
+ our prospects for acquiring an operating business at attractive values;
+
+ a review of debt to equity ratios in leveraged transactions;
+
+ our capital structure;
+
+ an assessment of our management and their experience in identifying operating companies;
+
+ general conditions of the securities markets at the time of this offering; and
+
+ other factors as were deemed relevant.
+
+ Although these factors were considered, the determination of our offering size, price and terms of the units is more arbitrary than the pricing of securities of an operating company in a particular industry since we have no historical operations or financial results.
+
+ There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
+
+ There is currently no market for our securities. Stockholders therefore have no access to information about prior market history on which to base their investment decision. Following this offering, the price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of the COVID-19 outbreak and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases). Following this offering, the price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.
+
+ Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
+
+ The federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America ( GAAP ), or international financial reporting standards as issued by the International Accounting Standards Board ( IFRS ), depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) ( PCAOB ). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
+
+ 
+
+ 54
+
+ 
+ We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
+
+ We are an emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A common stock held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
+
+ Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
+
+ Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of that year s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
+
+ Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.
+
+ Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.
+
+ 
+
+ 55
+
+ 
+ Our warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
+
+ Our warrant agreement will provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
+
+ Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a foreign action ) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an enforcement action ), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder s counsel in the foreign action as agent for such warrant holder.
+
+ This choice-of-forum provision may limit a warrant holder s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.
+
+ Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our shares of Class A common stock and could entrench management.
+
+ Our amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred stock, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
+
+ We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
+
+ Provisions in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.
+
+ Our amended and restated certificate of incorporation will require, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of 
+
+ 
+
+ 56
+
+ 
+ Chancery does not have subject matter jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder s counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.
+
+ Notwithstanding the foregoing, our amended and restated certificate of incorporation will provide that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Additionally, unless we consent in writing to the selection of an alternative forum, the federal courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers, other employees or agents. Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to these provisions. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may limit our stockholders ability to obtain a favorable judicial forum for disputed with us and have the effect of discouraging lawsuits against our directors and officers.
+
+ Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
+
+ We will depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.
+
+ If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.
+
+ If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations. Furthermore, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.
+
+ If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:
+
+ costs and difficulties inherent in managing cross-border business operations;
+
+ rules and regulations regarding currency redemption;
+
+ complex corporate withholding taxes on individuals;
+
+ laws governing the manner in which future business combinations may be effected;
+
+ exchange listing and/or delisting requirements;
+
+ tariffs and trade barriers;
+
+ regulations related to customs and import/export matters;
+
+ local or regional economic policies and market conditions;
+
+ 
+
+ 57
+
+ 
+ unexpected changes in regulatory requirements;
+
+ challenges in managing and staffing international operations;
+
+ longer payment cycles;
+
+ tax issues, such as tax law changes and variations in tax laws as compared to the United States;
+
+ currency fluctuations and exchange controls;
+
+ rates of inflation;
+
+ challenges in collecting accounts receivable;
+
+ cultural and language differences;
+
+ employment regulations;
+
+ underdeveloped or unpredictable legal or regulatory systems;
+
+ corruption;
+
+ protection of intellectual property;
+
+ social unrest, crime, strikes, riots and civil disturbances;
+
+ regime changes and political upheaval;
+
+ terrorist attacks and wars; and
+
+ deterioration of political relations with the United States.
+
+ We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.
+
+ 
+
+ 58
+
+ 
+ CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
+
+ Some of the statements contained in this prospectus may constitute forward-looking statements for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipate, believe, continue, could, estimate, expect, intends, may, might, plan, possible, potential, predict, project, should, would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:
+
+ our ability to select an appropriate target business or businesses;
+
+ our ability to complete our initial business combination;
+
+ our expectations around the performance of the prospective target business or businesses;
+
+ our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
+
+ our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
+
+ our potential ability to obtain additional financing to complete our initial business combination;
+
+ our pool of prospective target businesses;
+
+ the adverse impacts of the COVID-19 outbreak and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) on our ability to consummate an initial business combination or on the restaurant and hospitality related sectors;
+
+ the ability of our officers and directors to generate a number of potential business combination opportunities;
+
+ our public securities potential liquidity and trading;
+
+ the lack of a market for our securities;
+
+ the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
+
+ the trust account not being subject to claims of third parties; or
+
+ our financial performance following this offering.
+
+ The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading Risk Factors beginning on page 29. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. 
+
+ 
+
+ 59
+
+ 
+ USE OF PROCEEDS
+
+ We are offering 20,000,000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of the private placement warrants will be used as set forth in the following table.
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Without 
+Over-allotment 
+Option 
+
+ 
+ 
+ 
+ Over-allotment 
+Option Exercised 
+
+ 
+ 
+
+ 
+ 
+ Gross proceeds 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Gross proceeds from units offered to public(1) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 200,000,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 230,000,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Gross proceeds from private placement warrants offered in the private placement 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 6,000,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 6,600,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total gross proceeds 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 206,000,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 236,600,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Estimated offering expenses(2) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 4,000,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 4,600,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Legal fees and expenses 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 300,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 300,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Printing and engraving expenses 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accounting fees and expenses 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 45,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 45,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ SEC/FINRA Expenses 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 80,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 80,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Travel and road show 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 15,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 15,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ NYSE listing and filing fees 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 85,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 85,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Directors and officers insurance 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 350,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 350,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Miscellaneous 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 100,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 100,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total offering expenses (other than underwriting commissions) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,000,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,000,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Proceeds after estimated offering expenses 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 201,000,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 231,000,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Held in trust account(3) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 200,000,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 230,000,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ % of public offering size 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 100 
+
+ 
+ 
+ % 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 100 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Not held in trust account 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,000,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,000,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ The following table shows the use of the approximately $1,000,000 of net proceeds not held in the trust account(4)
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Amount
+
+ 
+ 
+ 
+ % of Total
+
+ 
+ 
+
+ 
+ 
+ Legal, accounting, due diligence, travel, and other expenses in connection with any business combination
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 380,000
+
+ 
+ 
+ 
+ 38.0
+
+ 
+ 
+ %
+
+ 
+ 
+
+ 
+ 
+ Legal and accounting fees related to regulatory reporting obligations
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 75,000
+
+ 
+ 
+ 
+ 7.5
+
+ 
+ 
+ %
+
+ 
+ 
+
+ 
+ 
+ NYSE and other regulatory fees
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 85,000
+
+ 
+ 
+ 
+ 8.5
+
+ 
+ 
+ %
+
+ 
+ 
+
+ 
+ 
+ Payment for office space, utilities, administrative and support services
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 360,000
+
+ 
+ 
+ 
+ 36.0
+
+ 
+ 
+ %
+
+ 
+ 
+
+ 
+ 
+ Consulting, travel and miscellaneous expenses incurred during search for initial business combination target
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 75,000
+
+ 
+ 
+ 
+ 7.5
+
+ 
+ 
+ %
+
+ 
+ 
+
+ 
+ 
+ Working capital to cover miscellaneous expenses
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,000
+
+ 
+ 
+ 
+ 2.5
+
+ 
+ 
+ %
+
+ 
+ 
+
+ 
+ 
+ Total
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 1,000,000
+
+ 
+ 
+ 
+ 100.0
+
+ 
+ 
+ %
+
+ 
+ 
+
+ 
+ ____________
+(1) Includes amounts payable to public stockholders who properly redeem their shares in connection with our successful completion of our initial business combination.
+
+ (2) A portion of the offering expenses have been paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. These loans will be repaid upon completion of this offering out of the $1,000,000 of offering proceeds that has been allocated for the payment of offering expenses other than underwriting commissions. These expenses are estimates only. In the event that offering expenses are less than set forth in this table, any such amounts will be used for post-closing working capital expenses.
+
+ (3) The underwriters have agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our initial business combination, up to $7,000,000, which constitutes the underwriters deferred commissions (or up to $8,050,000 if the underwriters over-allotment option is exercised in full) will be paid to the underwriters from the funds held in the trust account. See Underwriting beginning on page 137. The remaining funds, less amounts released to the trustee to pay redeeming stockholders, will be released to us and can be used to pay all 
+
+ 
+
+ 60
+
+ 
+ or a portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions.
+
+ (4) These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $1,000,000 per year, assuming an interest rate of 0.5% per year; however, we can provide no assurances regarding this amount.
+
+ NYSE rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $206.0 million in gross proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, or $236.6 million if the underwriters over-allotment option is exercised in full, $200.0 million ($10.00 per unit), or $230.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee, after deducting $4.0 million in underwriting discounts and commissions payable upon the closing of this offering (or $4.6 million if the underwriters over-allotment option is exercised in full) and an aggregate of $2 million to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds held in the trust account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $1,000,000 per year, assuming an interest rate of 0.5% per year; however, we can provide no assurances regarding this amount. We expect that the interest earned on the trust account will be sufficient to pay income taxes. We will not be permitted to withdraw any of the principal or interest held in the trust account, except for permitted withdrawals, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity.
+
+ The net proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may apply the balance of the cash released from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. There is no limitation on our ability to raise funds privately or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements we may enter into following consummation of this offering. However, our amended and restated certificate of incorporation provides that, following this offering and prior to the consummation of our initial business combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of this offering or (y) amend the foregoing provisions.
+
+ 
+
+ 61
+
+ 
+ We believe that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated. This belief is based on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective business combination, only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of a business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. If we are required to seek additional capital, we could seek such additional capital through loans or additional investments from our sponsor, members of our management team or any of their affiliates, but such persons are not under any obligation to advance funds to, or invest in, us.
+
+ We will reimburse our sponsor for office space, secretarial and administrative services provided to members of our management team, in an amount not to exceed $15,000 per month in the event such space and/or services are utilized and we do not pay a third-party directly for such services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. 
+
+ Prior to the closing of this offering, our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. These loans are non-interest bearing, unsecured and are due at the earlier of June 4, 2021 and the closing of this offering. The loan will be repaid upon the closing of this offering out of the $1,000,000 of offering proceeds that has been allocated to the payment of offering expenses.
+
+ In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts. Otherwise, such loans would be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. Except as described above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. The warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
+
+ 
+
+ 62
+
+ 
+ DIVIDEND POLICY
+
+ We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. If we increase the size of this offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or other appropriate mechanism immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20% of our issued and outstanding common stock upon the consummation of this offering. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
+
+ 
+
+ 63
+
+ 
+ DILUTION
+
+ The difference between the public offering price per share of Class A common stock, assuming no value is attributed to the warrants included in the units we are offering pursuant to this prospectus or the private placement warrants, and the pro forma net tangible book value per share of our Class A common stock after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale and exercise of warrants, including the private placement warrants, which would cause the actual dilution to the public stockholders to be higher, particularly where a cashless exercise is utilized. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of shares of Class A common stock which may be redeemed for cash), by the number of outstanding shares of our Class A common stock.
+
+ At June 19, 2020, our net tangible book deficit was $(30,728), or approximately $(0.01) per common share. After giving effect to the sale of 20,000,000 shares of Class A common stock included in the units we are offering by this prospectus (or 23,000,000 shares of Class A common stock if the underwriters over-allotment option is exercised in full), the sale of the private placement warrants and the deduction of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value at June 19, 2020 would have been $5,000,002 or $0.82 per share (or $5,000,002 or $0.72 per share if the underwriters over-allotment option is exercised in full), representing an immediate increase in net tangible book value (as decreased by the value of 18,902,427 shares of Class A common stock that may be redeemed for cash, or 21,797,427 shares of Class A common stock if the underwriters over-allotment option is exercised in full) of $0.83 per share (or $0.73 if the underwriters over-allotment option is exercised in full) to our initial stockholders as of the date of this prospectus and an immediate dilution to public stockholders from this offering of $9.18 per share (or $9.28 if the underwriters over-allotment option is exercised in full).
+
+ The following table illustrates the dilution to the public stockholders on a per-share basis, assuming no value is attributed to the warrants included in the units or the private placement warrants:
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ No exercise of 
+over-allotment 
+option
+
+ 
+ 
+ 
+ Exercise of 
+over-allotment 
+option in full
+
+ 
+ 
+
+ 
+ 
+ Public offering price
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 10.00
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 10.00
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net tangible book deficit before this offering
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (0.01
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (0.01
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ Increase attributable to public stockholders
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 0.83
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 0.73
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Pro forma net tangible book value after this offering and the sale of the private placement warrants
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 0.82
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 0.72
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Dilution to public stockholders
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 9.18
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 9.28
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ For purposes of presentation, we have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriters over-allotment option) by $189,024,270 because holders of up to approximately 94.5% of our public shares may redeem their shares for a pro rata share of the aggregate amount then on deposit in the trust account at a per share redemption price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of shares of Class A common stock sold in this offering.
+
+ The following table sets forth information with respect to our initial stockholders and the public stockholders:
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Shares Purchased
+
+ 
+ 
+ 
+ Total Consideration
+
+ 
+ 
+ 
+ Average Price 
+per Share
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Number
+
+ 
+ 
+ 
+ Percentage
+
+ 
+ 
+ 
+ Amount
+
+ 
+ 
+ 
+ Percentage
+
+ 
+ 
+ 
+
+ 
+ 
+ Initial Stockholders(1)
+
+ 
+ 
+ 
+ 5,000,000
+
+ 
+ 
+ 
+ 20.00
+
+ 
+ 
+ %
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 25,000
+
+ 
+ 
+ 
+ 0.01
+
+ 
+ 
+ %
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 0.004
+
+ 
+ 
+
+ 
+ 
+ Public Stockholders
+
+ 
+ 
+ 
+ 20,000,000
+
+ 
+ 
+ 
+ 80.00
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 200,000,000
+
+ 
+ 
+ 
+ 99.99
+
+ 
+ 
+ %
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 10.00
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 25,000,000
+
+ 
+ 
+ 
+ 100.0
+
+ 
+ 
+ %
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 200,025,000
+
+ 
+ 
+ 
+ 100.0
+
+ 
+ 
+ %
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ ____________
+(1) Assumes that 750,000 founder shares are forfeited after the closing of this offering in the event the underwriters do not exercise their over-allotment option.
+
+ 
+
+ 64
+
+ 
+ The pro forma net tangible book value per share after the offering (assuming that the underwriters do not exercise their over-allotment option) is calculated as follows:
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Without 
+Over-allotment
+
+ 
+ 
+ 
+ With 
+Over-allotment
+
+ 
+ 
+
+ 
+ 
+ Numerator:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net tangible book deficit before this offering
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (30,728
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (30,728
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ Net proceeds from this offering and sale of the private placement warrants(1)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 201,000,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 231,000,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Plus: Offering costs paid in advance, excluded from tangible book value
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 55,000
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 55,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Less: Deferred underwriting commissions
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (7,000,000
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (8,050,000
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ Less: Proceeds held in trust subject to redemption(2)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (189,024,270
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (217,974,270
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 5,000,002
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 5,000,002
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Denominator:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Class B common stock outstanding prior to this offering
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 5,750,000
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 5,750,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Class B common stock forfeited if over-allotment is not exercised
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (750,000
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ __
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Class A common stock included in the units offered
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 20,000,000
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 23,000,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Less: Shares subject to redemption
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (18,902,427
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (21,797,427
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 6,097,573
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 6,952,573
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ ____________
+(1) Expenses applied against gross proceeds include offering expenses of $1,000,000 and underwriting commissions of $4,000,000 (excluding deferred underwriting fees). See Use of Proceeds. 
+
+ (2) If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of shares of Class A common stock subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See Proposed Business Effecting Our Initial Business Combination Permitted Purchases of Our Securities. 
+
+ 
+
+ 65
+
+ 
+ CAPITALIZATION
+
+ The following table sets forth our capitalization at June 19, 2020, and as adjusted to give effect to the filing of our amended and restated certificate of incorporation, the sale of our units in this offering and the sale of the private placement warrants and the application of the estimated net proceeds derived from the sale of such securities, assuming no exercise by the underwriters of their over-allotment option:
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ June 19, 2020
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Actual 
+
+ 
+ 
+ 
+ As Adjusted(1) 
+
+ 
+ 
+
+ 
+ 
+ Note payable related party(1)
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Deferred underwriting commissions
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 7,000,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Class A common stock, subject to possible redemption; -0- and 18,902,427 shares, actual and as adjusted, respectively(2)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 189,024,270
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Preferred stock, $0.0001 par value, 2,000,000 shares authorized; none issued and outstanding, actual and as adjusted
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Class A common stock, $0.0001 par value, 380,000,000 shares authorized; 
+-0- and 1,097,573 shares issued and outstanding (excluding -0- and 18,902,427 shares subject to possible redemption), actual and as 
+adjusted, respectively(3)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 110
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Class B common stock, $0.0001 par value, 20,000,000 shares authorized; 5,750,000 and 5,000,000 shares issued and outstanding, actual and as adjusted, respectively(3)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 575
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 500
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Additional paid-in capital
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 24,425
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 5,000,120
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accumulated deficit
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (728
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (728
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ Total stockholders equity
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 24,272
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 5,000,002
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total capitalization
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 24,272
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 201,024,272
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ ____________
+(1) Our sponsor may loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. The as adjusted information gives effect to the repayment of any loans made under this note out of the proceeds from this offering and the sale of the private placement warrants. To date, we had not borrowed any amounts under the promissory note.
+
+ (2) Upon the completion of our initial business combination, we will provide our public stockholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations described herein whereby redemptions cannot cause our net tangible assets to be less than $5,000,001.
+
+ (3) Actual share amount is prior to any forfeiture of founder shares and as adjusted amount assumes no exercise of the underwriters over-allotment option and forfeiture of an aggregate of 750,000 founder shares.
+
+ 
+
+ 66
+
+ 
+ MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
+RESULTS OF OPERATIONS
+
+ Overview
+
+ We are a blank check company incorporated on June 4, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly, with any business combination target with respect to an initial business combination with us. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
+
+ The issuance of additional shares in connection with a business combination to the owners of the target or other investors:
+
+ may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A common stock on a greater than one-to-one basis upon conversion of the Class B common stock;
+
+ may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock;
+
+ could cause a change in control if a substantial number of shares of our Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
+
+ may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and
+
+ may adversely affect prevailing market prices for our Class A common stock and/or warrants.
+
+ Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:
+
+ default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
+
+ acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
+
+ our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
+
+ our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
+
+ our inability to pay dividends on our Class A common stock;
+
+ using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
+
+ limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
+
+ increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
+
+ 
+
+ 67
+
+ 
+ limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
+
+ As indicated in the accompanying financial statements, at June 19, 2020, we had deferred offering costs of $55,000. Further, we expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
+
+ Results of Operations and Known Trends or Future Events
+
+ We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering.
+
+ Liquidity and Capital Resources
+
+ Our liquidity needs have been satisfied prior to the completion of this offering through receipt of a $25,000 capital contribution from our sponsor in exchange for the issuance of the founder shares to our sponsor and up to $300,000 in loans available from our sponsor.
+
+ We estimate that the net proceeds from the sale of the units in this offering and the sale of the private placement warrants for an aggregate purchase price of $206,000,000 (or $236,600,000 if the underwriters over-allotment option is exercised in full), after deducting offering expenses of approximately $1,000,000 and underwriting commissions of $4,000,000 (or $4,600,000 if the underwriters over-allotment option is exercised in full) (excluding deferred underwriting commissions of $7,000,000, or $8,050,000 if the underwriters over-allotment option is exercised in full), will be $201,000,000 (or $231,000,000 if the underwriters over-allotment option is exercised in full). $200,000,000 (or $230,000,000 if the underwriters over-allotment option is exercised in full) will be held in the trust account, which includes the deferred underwriting commissions described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The remaining approximately $1,000,000 will not be held in the trust account. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
+
+ We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (excluding deferred underwriting commissions), to complete our initial business combination. We may make permitted withdrawals. We estimate our annual franchise tax obligations, based on the number of shares of our common stock authorized and outstanding after the completion of this offering, to be $200,000, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we may pay from funds from this offering held outside of the trust account or from interest earned on the funds held in the trust account and released to us for this purpose. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
+
+ 
+
+ 68
+
+ 
+ Prior to the completion of our initial business combination, we will have available to us the approximately $1,000,000 of proceeds held outside the trust account. We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
+
+ We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business prior to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
+
+ We expect our primary liquidity requirements during that period to include approximately $380,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combination; $75,000 for legal and accounting fees related to regulatory reporting requirements; $85,000 for NYSE and other regulatory fees; $75,000 for consulting, travel and miscellaneous expenses incurred during the search for a business combination target; and approximately $25,000 for general working capital that will be used for miscellaneous expenses and reserves. We will also reimburse our sponsor for office space, secretarial and administrative services provided to members of our management team in an amount not to exceed $15,000 per month in the event such space and/or services are utilized and we do not pay a third-party directly for such services. 
+
+ These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a no-shop provision (a provision designed to keep target businesses from shopping around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a no-shop provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses. We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination.
+
+ Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we do not complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
+
+ 
+
+ 69
+
+ 
+ Controls and Procedures
+
+ We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control reporting requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2021. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer, and no longer an emerging growth company, we will be required to comply with the independent registered public accounting firm attestation requirement. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.
+
+ Prior to the closing of this offering, we have not completed an assessment, nor has our independent registered public accounting firm tested our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as:
+
+ staffing for financial, accounting and external reporting areas, including segregation of duties;
+
+ reconciliation of accounts;
+
+ proper recording of expenses and liabilities in the period to which they relate;
+
+ evidence of internal review and approval of accounting transactions;
+
+ documentation of processes, assumptions and conclusions underlying significant estimates; and
+
+ documentation of accounting policies and procedures.
+
+ Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.
+
+ Once our management s report on internal controls is complete, we will retain our independent registered public accounting firm to audit and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. The independent registered public accounting firm may identify additional issues concerning a target business s internal controls while performing their audit of internal control over financial reporting.
+
+ Quantitative and Qualitative Disclosures about Market Risk
+
+ The net proceeds of this offering and the sale of the private placement warrants held in the trust account will be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
+
+ Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
+
+ As of June 19, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have not conducted any operations to date.
+
+ 
+
+ 70
+
+ 
+ JOBS Act
+
+ The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an emerging growth company and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
+
+ Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the independent registered public accounting firm s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of this offering or until we are no longer an emerging growth company, whichever is earlier.
+
+ 
+
+ 71
+
+ 
+ PROPOSED BUSINESS 
+
+ General 
+
+ We are a newly incorporated blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination with a company in any sector or geography, we intend to focus our search on the restaurant, hospitality, and related sectors in North America.
+
+ Our management team has decades of experience as executives, growing restaurant brands and hospitality concepts from infancy to scale, taking such companies through initial public offerings and managing those concepts as public companies. As both investors and operators, members of our management have extensive exposure to industry and acquisition trends, evaluating dozens of concepts of a variety of sizes every year, and they possess a vast network of relationships, with access to highly sought after industry subject matter experts. Our management team has deep proficiency in branding and marketing with experience reviving and growing legacy brands and the expertise to scale new-to-market concepts. We recognize the challenges that the hospitality industry and restaurants currently face and believe our management team understands the nuances of how to create value amidst these challenges. We believe that we are well qualified to acquire and scale the next category leader.
+
+ Our Leadership
+
+ Our leadership team members are experienced operators, with deep experience driving growth by optimizing operations, real estate strategy, brand resonance, and technological systems. Our team has a long history of working together successfully to deliver results. Collectively they possess a wide-ranging set of competencies, with public market experience, financial acumen and an extensive track record of growth and value creation. 
+
+ Our Co-Chief Executive Officer, Sandy Beall, is a decorated restauranteur and hospitality founder, investor, operator and executive with a dynamic background that spans nearly six decades, dozens of highly successful concepts, and serving as the Chief Executive Officer of a public company for over 25 years. Mr. Beall founded Ruby Tuesday while in college in 1971, growing the concept to 15 units and ultimately selling it to Morrison Inc. in 1982. Post-acquisition, he remained the President and Chief Operating Officer of Ruby Tuesday, ultimately working his way up the organization to becoming Chairman and Chief Executive Officer of Morrison Inc. by 1995. In 1994, he was named Operator of the Year, won the Golden Chain Award from MUFSO and was named Executive of the Year by Restaurants & Institutions Magazine. Under Mr. Beall s leadership, Morrison split into three public companies, including Ruby Tuesday, Morrison Healthcare and Morrison s Cafeteria. Mr. Beall remained as Chairman and Chief Executive Officer of Ruby Tuesday, overseeing an operation that had grown to 800+ locations in 46 states, 14 foreign countries and approximately 30,000 employees. Mr. Beall also co-founded Blackberry Farm in 1975, steadily growing it with his family over the following five decades into one of the premier luxury resorts in the world. It has been recognized by Relais & Chateaux since 1994, as well as named to the Conde Nast Traveler Gold List, Wine Spectator Grand Award, the James Beard Foundation, as well as a number of other highly regarded awards and by industry groups. Mr. Beall is a major investor and board member of a number of high-growth restaurant and consumer brands, including &pizza, a 38-unit mid-Atlantic pizza chain, The Meatball Shop, Mexicue, Beyond Sushi and Custom Foods of America. He is also the Principal of Beall Investments LLC, an investment company. Outside of the restaurant space, he previously served on the board of First American Bank, Pilot Flying J, Windstream Corporation, SSC Service Solutions, and Arlington Capital Advisors.
+
+ Our Co-Chief Executive Officer, Doug Jacob, lives by the power of the brand, seeking to build businesses that transform commercial brands into cultural icons. Early in his career, Mr. Jacob leveraged his business savvy into hospitality success as the lead investor and operator at EMM Group s Tenjune nightclub. Recognizing the emergence of food and celebrity chefs, he collaborated with James Beard award winners Ken Oringer and Jamie Bissonette to expand the Toro brand from Boston to New York City, Bangkok and Dubai in January 2013, which is when Mr. Jacob co-founded Toro. Mr. Jacob sold his position in the group in 2016. Along the way, Mr. Jacob focused on the art of creating immersive experiences and began looking for new opportunities to merge design and business in fresh and rewarding ways. In 2010, Mr. Jacob partnered with Michael Lastoria and Charlie Walk to found JWALK, a full-service creative agency that integrated design with strong business strategy. As the agency evolved, Mr. Jacob stayed dedicated to preserving its small-by-design, nimble-by-nature ethos that earned its identity as a creative disrupter, serving as the company s Chief Creative Officer and Chief Executive Officer from January 2014 to February 2017. Together, Mr. Jacob and Mr. Lastoria 
+
+ 
+
+ 72
+
+ 
+ shaped JWALK into an industry leader that flew in the face of tradition, specializing in building cult-favorite brands with a bold digital presence. Creatively led and anchored to the bottom line, JWALK grew into a multi-million dollar-a-year business with lifestyle-driven clients. Shiseido Corporation acquired JWALK in March 2017 to bolster the group s creative excellence and enhance its digital agility, and Mr. Jacob served as Chief Creative Director of Shiseido until mid-2018. In 2019, Mr. Jacob founded and became Chief Executive Officer of &vest, a hybrid venture fund and branding agency focused on opportunities in the consumer lifestyle space. &vest acquired the second largest position in &pizza, which Mr. Jacob helped to launch with Mr. Michael Lastoria in 2010. Mr. Jacob has served as a board member for &pizza and currently serves as a board member of Butler Hospitality and Virginia Black Whiskey. 
+
+ Our Chairman, Kevin Reddy, is a Quick Service restaurant and Fast Casual restaurant veteran, serving in a variety of operational and executive roles. He began his career with McDonald s Corporation in 1983 as a regional controller and progressed into positions of escalating responsibility. Following McDonald s investment in Chipotle in 1998, Mr. Reddy served as Restaurant Support Officer, Chief Operations Officer, and ultimately Chief Operating Officer for Chipotle, overseeing its growth from just 13 units to 420 units in seven years. In 2005, Mr. Reddy joined Noodles & Company as President and Chief Operating Officer. In 2006, he was named Chief Executive Officer, becoming a member of its board of directors and then Chairman in 2008. He led the company to double-digit revenue growth and positive same-store sales for 30 consecutive quarters, and oversaw the company s initial public offering, with shares nearly doubling on the first day of trading at a valuation of more than $1 billion. He left his position as Chief Executive Officer in 2016. Mr. Reddy works closely with investor groups to acquire premium brands in the hospitality sector. Recently, he worked with BDT Capital to acquire a majority stake in Whataburger, a Texas-based burger chain with nearly 900 locations, one of the largest M&A restaurant transactions in the past decade. He is also Chairman of the Board of &pizza and Qdoba Mexican Grill. 
+
+ Our Chief Financial Officer, Garrett Schreiber, has spent his career structuring and underwriting transactions and funds. In 2012, Mr. Schreiber joined RBC Capital Markets as an investment banking analyst. In 2014, Mr. Schreiber joined as an associate with Enhanced Capital, a portfolio company of Stone Point Capital, where he raised two tax-credit capitalized investment funds and a SBIC fund. While there, Mr. Schreiber worked on fundraising, underwriting, and reporting efforts both to the limited partners and to government regulators. In 2019, Mr. Schreiber helped launch & vest, overseeing all investment, fundraising, and creative agency operations. 
+
+ Our Chief Operating Officer, Todd Higgins, is a seasoned entrepreneur and managing partner of Crosby & Higgins LLP, a boutique corporate law firm in New York. Since co-founding the firm in 2005, Mr. Higgins has guided hundreds of businesses, boards and senior executives, integrating with management teams to provide thought leadership and strategic counsel from start-up to exit. Mr. Higgins has served as outside corporate counsel for companies like VistaGen Therapeutics, a publicly traded pharmaceutical company, Empire Resources, a publicly traded distributor, Tradesy, a luxury online fashion resale market, and &pizza. Mr. Higgins has an extensive track record in the food, restaurant and hospitality sectors in particular, both through his work with private equity funds and directly with businesses like &pizza, Magnolia Bakery, Catch Hospitality, Chesapeake Hospitality, Orwasher s Bakery, Outstanding Foods, and Ideal Snacks. Mr. Higgins has also co-founded and led numerous companies, including Clear Sight Analytics, where he served as the company s Chief Operating Officer, and previously served as Chief Operating Officer and General Counsel of CoKinetic Systems Corp., a systems integration and interface technology company incubated with Deutsche Bank. Most recently, he co-founded Vent Multiplexor, where he is leading an emergency effort, in collaboration with Yale New Haven Hospital, to bring to market a patent-pending device for dual-patient ventilation that Mr. Higgins co-invented, which has recently secured emergency use authorization from the Food and Drug Administration during the COVID-19 pandemic.
+
+ Our Chief Strategy Officer, Kimberly Grant, is an accomplished chief executive and public company director with over 25 years of hospitality industry experience leading and scaling restaurant companies. From January 2014 to April 2020, Ms. Grant served as Chief Executive Officer of TFG, a premier global hospitality company which owns and operates unique dining concepts created by Chef Jos Andr s, including concepts in the fast casual, polished casual, food hall, and fine dining sectors. During her tenure, TFG has become one of the leading chef-driven organizations in the world, rapidly growing global revenues as the company expanded from four to eight gateway cities and began its international expansion. In 2018, TFG was recognized by Fast Company magazine as one of the World s Most Innovative Companies. The company s most ambitious project to date, Mercado Little Spain, a 35,000 square foot food hall located in New York City s Hudson Yards development, was recognized by the New York Times as the best new restaurant to open in New York City in 2019. Prior to serving as Chief Executive Officer of TFG, Ms. Grant built a strong record of operations and finance at Ruby Tuesday. She served as Vice President and Controller for the company after its spin-off as an independent public company from 1998 to 2002, and then Senior Vice President, Executive Vice 
+
+ 
+
+ 73
+
+ 
+ President, President and Chief Operating Officer from 2002 to 2013, where she was responsible for a profits & loss statemetn with revenues exceeding $1.3 billion each year form 2004 to 2013. Ms. Grant currently serves on the board of Performance Food Group, a publicly traded food product distribution company with more than $20 billion in annual revenue, where she is a member of the audit, nomination, and governance committees. In 2019 and 2020, Ms. Grant was recognized by Nation s Restaurant News The Power List. 
+
+ Our Directors
+
+ Our leadership team s skills are complemented by our directors and advisors, who bring significant operating experience and relationships throughout the hospitality industry. In addition to Sandy Beall, Doug Jacob, and Kevin Reddy, Ramin Arani, Alice Elliot, Sanjay Chadda and Steve Kassin are director nominees.
+
+ Ramin Arani is the CFO of Vice Media, with decades of experience in fund management and financial operations. Previously, Mr. Arani was a portfolio manager at Fidelity Management & Research Company. Most recently, he managed the Fidelity Puritan Fund, achieving top 5% performance relative to industry peers. His financial experience spans a variety of sectors, including media, technology, health care, real estate, retail, aerospace and defense. Mr. Arani has served on several company boards, including Legendary Pictures, Rent the Runway, Goop, Rumble Boxing and Sakara Life.
+
+ Alice Elliot is the founder and Chief Executive Officer of The Elliot Group, a widely respected executive recruitment agency in the restaurant and hospitality industry. Nationally recognized as one of the leading advisors in executive search, human resources, and leadership, Ms. Elliot has been featured in QSR Magazine s 20 Most Influential Restaurant Leaders, Nation s Restaurant News 50 Most Powerful People in Foodservice, and on CBS This Morning Saturday. She has also been a featured speaker on Bloomberg Radio, focusing on business trends and innovation. In addition, Ms. Elliot has spoken at many industry highlights and is the recipient of several awards, including the coveted Women s Foodservice Forum Trailblazer award, and the prestigious Roundtable for Women in Foodservice Pacesetter Award. She sits on the Board of Trustees of The Culinary Institute of America, and was inducted into the National Restaurant Association Educational Foundation s College of Diplomates in 2010 for her tireless work in bringing public awareness to the hospitality industry.
+
+ Sanjay Chadda is the Co-Head of Investment Banking at Canaccord Genuity, which focuses on the broader media, digital advertising and marketing, commerce, information and marketing technology and services industries. Sanjay has led more than 125 transactions during his career and has successfully completed over 50 transactions since the beginning of 2014 alone. He joined Canaccord Genuity through its acquisition of Petsky Prunier in 2019. He focuses on origination, due diligence, marketing, management, and negotiation of both M&A and private placement transactions.
+
+ Steve Kassin is the Founder and Managing Partner of Infinity Real Estate, a privately owned developer, owner, and manager of high quality real estate headquartered in New York City. Under Mr. Kassin s leadership, Infinity has acquired or developed commercial property representing over $1.5 billion in direct investment transactions across more than 75 projects. During Mr. Kassin s tenure, Infinity has honed its expertise in the urban multi-family, lodging and retail sectors. His management and growth initiatives have transformed Infinity Real Estate into a national real estate investment company. In October 2015, Steve was named Fifty Under 40 in Globe Street s Real Estate Forum publication. He is also an active participant on various industry panels and guest lectures at NYU Stern School of Business and at other educational institutions. Steve currently serves as a NYU Stern Real Estate Advisory Board Member, NYU Alumni Council Chair, NAIOP Advisory Board Member, ICSC Next Gen. Committee Member, Exec. Board Member, and a PREF Co-Founder.
+
+ Our Advisors
+
+ Michael Lastoria is a dynamic entrepreneur with a track record of founding, scaling and exiting a variety of businesses. In 2002, at the age of 22, Mr. Lastoria founded his first company, Innovation Ads, an advertising, technology and marketing services firm, as his first job out of college in New York City. In four years, as Founding Chief Executive Officer, he oversaw the rapid growth of the company and its sale to Seaport Capital, a New York-based private equity firm, in 2006. Lastoria remained the company s Chief Executive Officer from 2006 to 2009. In 2010, Mr. Lastoria co-founded &pizza, where he currently serves as Chief Executive Officer. At &pizza, Mr. Lastoria has raised over $80 million of investment capital and has expanded the purpose-driven chain to 38 locations in six markets. In addition to &pizza, Mr. Lastoria cofounded JWALK. Mr. Lastoria is a recognized startup leader and vocal advocate in the fight to raise minimum wage to $15.00 an hour, believing that every employee should not only survive, but thrive. He speaks regularly on the value of design thinking, innovation and entrepreneurship. Mr. Lastoria was named one of the Washington Business Journal s 40 Under 40. In 2017, he was awarded the Mort Harris Small Business person of the year by the Small Business Council of America.
+
+ 
+
+ 74
+
+ 
+ Kat Cole is the Chief Operating Officer of Focus Brands, an operator of 5,000+ units across a dozen restaurant concepts, with deep operational and executive experience across numerous brands. Prior to moving into an executive role within Focus Brands, Ms. Cole was the CEO of Cinnabon, helping expand the concept significantly, and was recognized by Fortune Magazine in 2013 on its 40 Under 40 list. Prior to Cinnabon, Ms. Cole oversaw significant growth as Vice President of Training and Development at Hooters, expanding the brand from 100 locations to 500 locations globally, and driving sales to more than $1 billion systemwide. 
+
+ Sanjay Lamba is the Principal of Buddhist Wolf LLC, a private placement firm based in New York City with extensive relationships with over 300 capital partners spanning significant single-family offices, multi-family offices, institutional asset managers, venture capitalists, private equity investors, and pension and sovereign wealth funds. Mr. Lamba has assisted highly disruptive companies in the science, technology, healthcare, fitness, hospitality, and consumer industries. Prior to this, Mr. Lamba spent 15 years as an International Institutional Equity Salesperson with BNP Paribas, Lehman Brothers and Nomura, working in Paris, London, San Francisco and New York. 
+
+ Ndamukong Suh is an American Football Defensive Tackle and entrepreneur. Mr. Suh was drafted by the Detroit Lions second overall in the 2010 NFL draft and was a 2018 season NFC Champion with the Los Angeles Rams. He has partnered with companies such as Ember, This Bar Saves Lives (TBSL), Human Ventures, Marcy Venture Partners and CourtsideVC. Suh has been heavily involved with real estate development and is an avid investor in the hospitality sector. He is the founder of Generals Restaurant Group which owns, invests in, manages, operates and provides consulting services for hospitality businesses. Through his Generals Restaurant Group, Mr. Suh is an investor in Blue Sushi Sake Grill which is run by Flagship Restaurant Group. Mr. Suh has also partnered with Micah Camden, a well-known restauranteur in Portland, OR, and together they own Bae s Hot Chicken and Super Deluxe, a boutique burger concept. 
+
+ Dan Gardner is the founder and current CEO of Code and Theory. Mr. Gardner has more than a decade of experience designing cross-platform products and brand experiences for clients in North America, Europe, Asia, and the Middle East, and has led Code and Theory to become one of the largest digital first creative agencies in the United States. Since founding the company in 2001, it has grown to over 500 employees, with offices in New York, San Francisco, Los Angeles, Atlanta, London, and Manila. In his role as CEO of Code and Theory, Mr. Gardner has overseen major media launches for publishers such as Bloomberg, Vogue, and the LA Times, provided creative solutions for how brands like Maybelline NY and Burger King communicate their stories and redesigned the digital space between government and citizenry through sites like NY.gov. Code and Theory has been honored by Webby s, D&AD, Cannes Lions, One Show, was Digiday s 2019 Creative Agency of the Year, and was named to Ad Age s 2020 A-List and Best Places to Work. 
+
+ Todd Gurley is entering his sixth season in the NFL as a running back for the Atlanta Falcons. Throughout his professional career to date, Mr. Gurley has rushed for 5,404 yards and 58 touchdowns on 1,265 carries, has been named to the Pro Bowl three times, and was named Associated Press First Team All Pro in 2017 and 2018. Mr. Gurley was drafted 10th overall in the 2015 NFL Draft by the St. Louis Rams, and joined the Falcons as a free agent in 2020. Prior to the NFL, Mr. Gurley attended the University of Georgia. Mr. Gurley is a Tarboro, North Carolina native. In 2019, Mr. Gurley founded the Make A Difference Every Day (M.A.D.E.) Foundation on the principle of supporting youth by focusing on their physical, social, and educational health. M.A.D.E. aims to give youth a unique perspective on life through sports, education and community involvement, building character that will remain with them for a lifetime. Mr. Gurley also serves as an ambassador for brands including NIKE, Gatorade, BMW, Hulu, T-Mobile, Pizza Hut, American Airlines, Neptune Ice, Activision, and more. 
+
+ Allison Page is Co-Founder and Chief Product Officer of SevenRooms, a data-driven operations, marketing and guest engagement platform that empowers hospitality operators to maximize revenue, build brand loyalty and enable personalized experiences across the guest journey. SevenRooms is venture-backed by Amazon, Comcast Ventures and Providence Strategic Growth, and has been named to Inc. s annual list of Best Workplaces for 2020. The company serves a wide range of clients, from neighborhood restaurants to international, multi-concept hospitality groups. Since inception in 2011, Ms. Page has been responsible for driving product innovation, defining the company s product roadmap, vision and strategic positioning. She holds more than a decade of experience as an entrepreneur in the hospitality industry; launching, building and commercializing high-growth technology platforms across global restaurant, hotel and entertainment brands. She brings knowledge in the areas of technology, guest experience, guest engagement, CRM, marketing, loyalty, data analytics and consumer trends. Prior to founding SevenRooms, Allison 
+
+ 
+
+ 
+
+ 75
+
+ 
+ started her career in investment banking at Credit Suisse. She holds a bachelor s degree in Finance & Real Estate from The Wharton School, University of Pennsylvania and was named one of Hospitality Technology s 2019 Top Women in Restaurant Technology. She currently sits on the boards of Red Robin Gourmet Burgers and the Pillsbury Institute for Hospitality Entrepreneurship at Cornell University. 
+
+ Kris Stevens is Chief Executive Officer of CoKinetic Systems, a technology and systems integrator. Prior to founding CoKinetic, Mr. Stevens was Managing Director and Chief Technology Officer of Deutsche Asset Management. Previously, he was Managing Director and Chief Technology Officer of Bankers Trust Private Bank. Mr. Stevens developed strong skills in technology acquisition and systems integration during his time at Deutsche Asset Management and Bankers Trust Private Bank, as he played a key role in quickly integrating and developing complex technology systems and platforms in connection with the acquisitions of investment management companies. Mr. Stevens began his career in technology by building programs to optimize the management of certain pizza delivery restaurants which he founded and operated. Recently, Mr. Stevens has begun developing a variety of apps for Apple and Android platforms in subjects that include social media, charitable giving and food. 
+
+ Together, we believe our director nominees and advisors bring additional expertise that will enhance our ability to identify and execute our initial business combination, and may enhance our ability to execute upon various value creation initiatives after the successful completion of our initial business combination.
+
+ Notwithstanding our leadership team s past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. You should not rely on the historical record of our management s performance as indicative of our future performance. None of our officers or directors has any past experience as a founder or director of any special purpose acquisition companies.
+
+ Our Approach
+
+ Our business strategy is to identify and complete our initial business combination with a company that complements the experiences and skills of our leadership team and can benefit from their operational expertise. We believe identifying and accelerating a winning hospitality concept requires significant expertise in multiple domains not just financial or operational acumen. Our management team has public-market experience as operators of hospitality concepts, understanding the nuances that drive margin improvement and the technologies to optimize operations. They have experience implementing category-defining brand marketing that drives customer loyalty and repeat purchasing from our experience in both hospitality and adjacent categories. Our management team has a track record for leading tens of thousands of team members, managers and multi-unit operators to provide operational excellence in a large array of service models. Additionally, our team has decades-long experience and personal relationships with major institutional landlords and expects to be able to facilitate multi-unit expansion deals that drive optimized growth.
+
+ We believe that restaurant brands that lean heavily into technology-infused creative and brand marketing catapult from category leader to generational icons. Share of wallet, more than ever, is interwoven with share of mind and heart, and it is those brands championing this understanding that are disrupting, leading, and ultimately winning their categories. We call it Living Brand: an insight-driven, always-on, ever-present, omni-channel mode of behaving that puts distinction before difference, and worldview before lifestyle. Our team has brought to life numerous brands across myriad categories and types of brand engagement, each with its seasoned approach for development that supports new, strategic, and custom creativity.
+
+ 
+
+ 76
+
+ 
+ Over the course of our management team s careers, they have developed experience in brand, operations, technology and real estate which we believe gives us a competitive advantage. Importantly, we believe these four elements can provide the opportunity to drive value maximization.
+
+ 
+
+ Winning with Brand
+
+ We believe restaurant brands that lean heavily into creative and brand marketing catapult from category leader to generational icons.
+
+ We believe the following elements are important to winning with brand:
+
+ Evolved visual identity
+
+ Unique partnership drops
+
+ Distinctive experiential
+
+ Creative innovation
+
+ Always-on, omni-present
+
+ Purpose-driven
+
+ Winning with Operations
+
+ We believe the consumer dining experience has evolved dramatically, becoming increasingly operationally complex to execute on a consistent basis.
+
+ We believe the following elements are important to winning with operations:
+
+ Passionate do what s right culture
+
+ Simple, tech-enabled operations model
+
+ Distinct P&L advantaged business model
+
+ Strong discipline for operating profit
+
+ Strong payback on new builds
+
+ Winning with Technology
+
+ We believe increased off-premise demand from consumers and rapidly evolving software and analytics platforms provide a massive edge to those that can successfully implement next-generation technology systems.
+
+ 
+
+ 77
+
+ 
+ We believe the following elements are important to winning with technology:
+
+ Tech-enabled, seamless & engaging for guests and team
+
+ Data-driven, actionable reporting
+
+ Customer loyalty and direct marketing
+
+ Native ordering systems
+
+ Back-of-house optimization
+
+ Winning with Real Estate
+
+ We believe best-in-class operators will have a distinct advantage in leveraging the recession-impacted real estate market to enable the next phase of growth. Collectively, our team has deep real estate experience, selecting a combined 2,000+ sites across multiple formats.
+
+ We believe the following elements are important to winning with real estate:
+
+ Capitalize on emerging dislocation
+
+ Negotiate on offense with landlords
+
+ Small footprint, high throughput
+
+ Optimize design for on- and off-premise
+
+ Competitive pricing for new construction
+
+ Traditional and non-traditional locations
+
+ Upon completion of this offering, our leadership team will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. We recognize the challenges that restaurants currently face and believe our management team understands the nuances of how to create value from these challenges. Collectively, we believe we have the experience to create the next industry leader and have the deep connections and expertise to execute on this vision post-business combination. We anticipate that for businesses that fit our criteria, we will be an attractive exit opportunity.
+
+ Our Opportunity 
+
+ The U.S. restaurant industry represented $578 billion in sales in 2019, according to Technomic, and has grown at an annual rate of 3.2% since 2004. This growth has coincided with a shift towards greater restaurant spending; according to the Bureau of Economic analysis, food away from home accounted for approximately 48% of U.S. consumer s food spending in 2018, rising from only 28% in 1969. The U.S. restaurant industry is also highly fragmented, with Technomic estimating that the largest 500 restaurant companies only accounted for approximately 57% of total sales in 2019. We believe that the U.S. restaurant industry is deep, dynamic, and provides a wealth of opportunities.
+
+ The current crisis brought on by the COVID-19 pandemic has accelerated many of the trends we have watched develop in the restaurant industry. Collectively, we understand the challenges that restaurants currently face, including rising labor costs, heightened attention to quality, decline of physical retail, diminishing economics from third-party delivery, and the need for strong digital capabilities. Our deep experience in the hospitality industry will allow us to understand the nuances of how to create value and regain consumer trust from these challenges, for example by driving multiple dayparts, offering clean and craveable menus, creating a flexible retail footprint, implementing best-in-class off-premise and customer loyalty, developing experiential destinations, strengthening digital and technology infrastructure, and building and maintaining a culturally-relevant brand.
+
+ We believe that the current COVID-19 pandemic provides a compelling opportunity. Although the current COVID-19 pandemic has disrupted the restaurant ecosystem, many limited service concepts, particularly those with strong delivery components, continue to record same store sales levels at or above those of one year prior. We believe this level of performance in the midst of industry disruption can be used to clearly evaluate concepts that will be 
+
+ 
+
+ 78
+
+ 
+ poised for future growth. Additionally, we believe there is a strong real estate opportunity, with many underperforming concepts shuttering units, and landlords providing flexibility on lease terms. We believe that now is the best time to apply a lifetime of learning to this opportunity.
+
+ Our Criteria 
+
+ Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies that fit the following criteria: 
+
+ Quick service restaurant or small-footprint fast casual with drive-through, strong off-premise program and technology capabilities 
+
+ Large regional or national presence, and potential for international expansion
+
+ Iconic brand with the ability to build cultural relevance and purpose into brand
+
+ Have strong ongoing operations
+
+ Can benefit from our leadership team s knowledge of the restaurant sector, proven track record of operational expertise, and past experiences in profitably and rapidly scaling businesses
+
+ At a stage in its lifecycle where we believe we can drive improved financial performance, with a financial profile of $40 million to $150 million consolidated EBITDA and a $600 million or greater enterprise value 
+
+ Maintain a distinct profits & loss advantage within the food service industry or other operating sector
+
+ Offer opportunities to accelerate financial performance and growth through organic initiatives and/or inorganic growth opportunities 
+
+ Provide an attractive potential return for our shareholders 
+
+ These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, guidelines and criteria that our management team may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as a review of financial, operational, legal and other information which will be made available to us.
+
+ Initial Business Combination 
+
+ The rules of the NYSE require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board of directors determines that outside expertise 
+
+ 
+
+ 79
+
+ 
+ would be helpful or necessary in conducting such analysis. As any such opinion, if obtained, would only state that the fair market value meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of the target or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our stockholders. However, if required by Schedule 14A of the Exchange Act, any proxy solicitation materials or tender offer documents that we will file with the SEC in connection with our initial business combination will include such opinion. If our securities are not listed on NYSE after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on NYSE at the time of our initial business combination.
+
+ We anticipate structuring our initial business combination so that the post transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. 
+
+ Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. 
+
+ Status as a Public Company 
+
+ We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in the target business for our Class A common stock (or shares of a new holding company) or for a combination of our Class A common stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses and market and other uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with a business combination with us. 
+
+ Furthermore, once a proposed initial business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with stockholders interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company s profile among potential new customers and vendors and aid in attracting talented employees. 
+
+ 
+
+ 80
+
+ 
+ While we believe that our structure and our management team s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek stockholder approval of any proposed initial business combination, negatively. 
+
+ We are an emerging growth company, as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. 
+
+ Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of that fiscal year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that fiscal year s second fiscal quarter. 
+
+ Financial Position 
+
+ With funds available for a business combination initially in the amount of $193,000,000 (assuming no redemptions), after payment of $7,000,000 of deferred underwriting fees (or $221,950,000 (assuming no redemptions) after payment of $8,050,000 of deferred underwriting fees if the underwriters over-allotment option is exercised in full), we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us. 
+
+ Effecting Our Initial Business Combination 
+
+ General 
+
+ We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses. 
+
+ If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. 
+
+ We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Accordingly, there is no current basis for investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business. 
+
+ 
+
+ 81
+
+ 
+ We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. We are not currently a party to any arrangement or understanding with any third-party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise. 
+
+ Sources of Target Businesses 
+
+ We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder s fee, consulting fee or other compensation to be determined in an arm s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of a finder s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). In addition, commencing on the date our securities are first listed on the NYSE, we will pay our sponsor $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. Any such payments prior to our initial business combination will be made from funds held outside the trust account. Other than the foregoing, there will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). 
+
+ We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors, or any of their respective affiliates, or from completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors, or any of their respective affiliates. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, officers or directors, or any of their respective affiliates, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.
+
+ Evaluation of a Target Business and Structuring of Our Initial Business Combination 
+
+ In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction. 
+
+ The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target 
+
+ 
+
+ 82
+
+ 
+ business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination. 
+
+ Lack of Business Diversification 
+
+ For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may: 
+
+ subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and 
+
+ cause us to depend on the marketing and sale of a single product or limited number of products or services. 
+
+ Limited Ability to Evaluate the Target s Management Team 
+
+ Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business. 
+
+ We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination. 
+
+ Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. 
+
+ Stockholders May Not Have the Ability to Approve Our Initial Business Combination 
+
+ We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated certificate of incorporation. However, we will seek stockholder approval if it is required by applicable law or stock exchange listing requirements, or we may decide to seek stockholder approval for business or other reasons. 
+
+ Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction. 
+
+ 
+
+ 
+ 
+
+ Type of Transaction
+
+ 
+ 
+ 
+ Whether Stockholder 
+Approval Is Required
+
+ 
+ 
+
+ 
+ 
+ Purchase of assets
+
+ 
+ 
+ 
+ No
+
+ 
+ 
+
+ 
+ 
+ Purchase of stock of target not involving a merger with the company
+
+ 
+ 
+ 
+ No
+
+ 
+ 
+
+ 
+ 
+ Merger of target into a subsidiary of the company
+
+ 
+ 
+ 
+ No
+
+ 
+ 
+
+ 
+ 
+ Merger of the company with a target
+
+ 
+ 
+ 
+ Yes
+
+ 
+ 
+
+ 
+ 
+
+ 83
+
+ 
+ Under NYSE s listing rules, stockholder approval would typically be required for our initial business combination if, for example:
+
+ we issue (other than in a public offering for cash) shares of common stock that will either (a) be equal to or in excess of 20% of the number of shares of common stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding;
+
+ any of our directors, officers or substantial security holders (as defined by the NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of shares of common stock or 5% of the voting power outstanding before the issuance in the case of any substantial security holders; or
+
+ the issuance or potential issuance will result in our undergoing a change of control.
+
+ Permitted Purchases of Our Securities 
+
+ If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NYSE rules. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material non-public information), our initial stockholders, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information or if such purchases are prohibited by Regulation M under the Exchange Act. 
+
+ In the event that our sponsor, initial stockholders, directors, officers, advisors or their affiliates purchase public shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling stockholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. 
+
+ The purpose of any such transactions could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination, (ii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met or (iii) reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such transactions may result in the completion of our initial business combination that may not otherwise have been possible. 
+
+ Our sponsor, initial stockholders, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our initial stockholders, officers, directors or their affiliates may pursue privately negotiated transactions by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in the case of Class A common stock) following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming stockholders who have 
+
+ 
+
+ 84
+
+ 
+ expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such stockholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the stockholder meeting related to our initial business combination. Our sponsor, officers, directors, advisors or any of their affiliates will select which stockholders to purchase shares from based on a negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. Our sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements. 
+
+ Redemption Rights for Public Stockholders upon Completion of Our Initial Business Combination 
+
+ We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares they may hold in connection with the completion of our initial business combination. 
+
+ Limitations on Redemptions 
+
+ Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. 
+
+ Manner of Conducting Redemptions 
+
+ We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) without a stockholder vote by means of a tender offer. Except for as required by applicable law or stock exchange listing requirements, the decision as to whether we will seek stockholder approval of a proposed initial business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with NYSE s shareholder approval rules. 
+
+ The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NYSE. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. 
+
+ 
+
+ 85
+
+ 
+ If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: 
+
+ conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and 
+
+ file proxy materials with the SEC. 
+
+ If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need only 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. 
+
+ If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will: 
+
+ conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and 
+
+ file tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. 
+
+ In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination, and instead may search for an alternate business combination. 
+
+ Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. 
+
+ We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the date on which the vote on the proposal to approve the initial business combination is to be held. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as 
+
+ 
+
+ 86
+
+ 
+ applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares. 
+
+ Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and instead may search for an alternate business combination. 
+
+ Limitation on Redemption Upon Completion of Our Initial Business Combination If We Seek Stockholder Approval 
+
+ If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares, without our prior consent. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem no more than 15% of the shares sold in this offering without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. 
+
+ However, we would not be restricting our stockholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. 
+
+ Delivering Stock Certificates in Connection with the Exercise of Redemption Rights 
+
+ As described above, we intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the date on which the vote on the proposal to approve the initial business combination is to be held. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public stockholder would have up to two business days prior to the vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to 
+
+ 
+
+ 87
+
+ 
+ exercise its redemption rights. In the event that a stockholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares. 
+
+ There is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to submit or tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. 
+
+ Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the date of the stockholder meeting set forth in the proxy materials or tender offer documents, as applicable (unless we elect to allow additional withdrawal rights). Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination. 
+
+ If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares. 
+
+ If our initial proposed initial business combination is not completed, we may continue to try to complete a different initial business combination until 24 months from the closing of this offering or during any Extension Period. 
+
+ Redemption of Public Shares and Liquidation if No Initial Business Combination 
+
+ Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of this offering to complete our initial business combination. If we do not complete our initial business combination within such 24-month period or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. 
+
+ Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our initial stockholders, sponsor or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period. 
+
+ Our initial stockholders, sponsor, officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the 
+
+ 
+
+ 88
+
+ 
+ trust account (net of permitted withdrawals), divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. 
+
+ We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1,000,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses. 
+
+ If we were to expend all of the net proceeds of this offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account and any tax payments or expenses for the dissolution of the trust, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.00. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors claims. 
+
+ Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. The underwriters of this offering will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us, or by a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third-party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may 
+
+ 
+
+ 89
+
+ 
+ not be able to complete our initial business combination, and you would receive such lesser amount per public share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. 
+
+ In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share. 
+
+ We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $1,000,000 from the proceeds of this offering and the sale of the private placement warrants with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. 
+
+ Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the funds in our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the allotted time period may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. 
+
+ Furthermore, if the pro rata portion of the funds in our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the allotted time period, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of 
+
+ 
+
+ 90
+
+ 
+ our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following the end of our acquisition period and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date. 
+
+ Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims. 
+
+ If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a preferential transfer or a fraudulent conveyance. As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. 
+
+ Our public stockholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination, and then only in connection with those public shares that such stockholder has properly elected to redeem, subject to the limitations in this prospectus. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder s voting in connection with the business combination alone will not result in a stockholder s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights described above. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote. 
+
+ 
+
+ 91
+
+ 
+ Comparison of Redemption or Purchase Prices in Connection with Our Initial Business Combination and if We Fail to Complete Our Initial Business Combination. 
+
+ The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and if we do not complete our initial business combination within 24 months from the closing of this offering. 
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Redemptions in Connection 
+with our Initial Business 
+Combination
+
+ 
+ 
+ 
+ Other Permitted Purchases 
+of Public Shares by our 
+Affiliates
+
+ 
+ 
+ 
+ Redemptions if we fail 
+to Complete an Initial 
+Business Combination
+
+ 
+ 
+
+ 
+ 
+ Calculation of redemption price
+
+ 
+ 
+ 
+ Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001.
+
+ 
+ 
+ 
+ If we seek stockholder approval of our initial business combination, our initial stockholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our initial stockholders, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
+
+ 
+ 
+ 
+ If we do not complete our initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares.
+
+ 
+ 
+
+ 
+ 
+
+ 92
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Redemptions in Connection 
+with our Initial Business 
+Combination
+
+ 
+ 
+ 
+ Other Permitted Purchases 
+of Public Shares by our 
+Affiliates
+
+ 
+ 
+ 
+ Redemptions if we fail 
+to Complete an Initial 
+Business Combination
+
+ 
+ 
+
+ 
+ 
+ Impact to remaining stockholders
+
+ 
+ 
+ 
+ The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account).
+
+ 
+ 
+ 
+ If the permitted purchases described above are made, there would be no impact to our remaining stockholders because the purchase price would not be paid by us.
+
+ 
+ 
+ 
+ The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions.
+
+ 
+ 
+
+ 
+ Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419 
+
+ The following table compares the terms of this offering to the terms of an offering by a blank check company subject to the provisions of Rule 419. This comparison assumes that the gross proceeds, underwriting commissions and underwriting expenses of our offering would be identical to those of an offering undertaken by a company subject to Rule 419, and that the underwriters will not exercise their over-allotment option. None of the provisions of Rule 419 apply to our offering. 
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Terms of Our Offering
+
+ 
+ 
+ 
+ Terms Under a Rule 419 Offering
+
+ 
+ 
+
+ 
+ 
+ Escrow of offering proceeds
+
+ 
+ 
+ 
+ $200,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee.
+
+ 
+ 
+ 
+ Approximately $170,100,000 of the offering proceeds, representing the gross proceeds of this offering, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
+
+ 
+ 
+
+ 
+ 
+ Investment of net proceeds
+
+ 
+ 
+ 
+ $200,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
+
+ 
+ 
+ 
+ Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
+
+ 
+ 
+
+ 
+ 
+ Receipt of interest on escrowed 
+funds
+
+ 
+ 
+ 
+ Interest on proceeds from the trust account to be paid to stockholders is reduced by (i) any taxes paid or payable, (ii) permitted withdrawals and (iii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us
+
+ 
+ 
+ 
+ Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination.
+
+ 
+ 
+
+ 
+ 
+
+ 93
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Terms of Our Offering
+
+ 
+ 
+ 
+ Terms Under a Rule 419 Offering
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Limitation on fair value or net assets of target business
+
+ 
+ 
+ 
+ The rules of the NYSE require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value of at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. If our securities are not listed on NYSE after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on NYSE at the time of our initial business combination.
+
+ 
+ 
+ 
+ The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
+
+ 
+ 
+
+ 
+ 
+ Trading of securities issued
+
+ 
+ 
+ 
+ The units are expected to begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Citigroup Global Markets Inc. and UBS Securities LLC inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current
+
+ 
+ 
+ 
+ No trading of the units or the underlying Class A common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Exercise of the warrants
+
+ 
+ 
+ 
+ The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering.
+
+ 
+ 
+ 
+ The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
+
+ 
+ 
+
+ 
+ 
+
+ 94
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Terms of Our Offering
+
+ 
+ 
+ 
+ Terms Under a Rule 419 Offering
+
+ 
+ 
+
+ 
+ 
+ Election to remain an investor
+
+ 
+ 
+ 
+ We will provide our public stockholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a stockholder vote. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of common stock voted are voted in favor of the business combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.
+
+ 
+ 
+ 
+ A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.
+
+ 
+ 
+
+ 
+ 
+ Business combination deadline
+
+ 
+ 
+ 
+ If we do not complete an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate in cash, equal to the
+
+ 
+ 
+ 
+ If an acquisition has not been completed within 24 months after the effective date of the company s registration statement, funds held in the trust or escrow account are returned to investors.
+
+ 
+ 
+
+ 
+ 
+
+ 95
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Terms of Our Offering
+
+ 
+ 
+ 
+ Terms Under a Rule 419 Offering
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the requirements of other applicable law.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Release of funds
+
+ 
+ 
+ 
+ Except for permitted withdrawals, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity.
+
+ 
+ 
+ 
+ The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.
+
+ 
+ 
+
+ 
+ 
+ Delivering stock certificates in connection with the exercise of redemption rights
+
+ 
+ 
+ 
+ We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC
+
+ 
+ 
+ 
+ Many blank check companies provide that a stockholder can vote against a proposed business combination and check a box on the proxy card indicating that such stockholder is seeking to exercise its redemption rights. After the business combination is approved, the company would contact such stockholder to arrange
+
+ 
+ 
+
+ 
+ 
+
+ 96
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Terms of Our Offering
+
+ 
+ 
+ 
+ Terms Under a Rule 419 Offering
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the date on which the vote on the proposal to approve the initial business combination is to be held. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have up to two business days prior to the vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights.
+
+ 
+ 
+ 
+ for delivery of its share certificates to verify ownership.
+
+ 
+ 
+
+ 
+ 
+ Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote
+
+ 
+ 
+ 
+ If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares, without our prior consent. However, we would not restrict our stockholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
+
+ 
+ 
+ 
+ Many blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination.
+
+ 
+ 
+
+ 
+ 
+
+ 97
+
+ 
+ Competition 
+
+ In identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination. 
+
+ Facilities 
+
+ We currently sub-lease our executive offices at 3 Minetta Street, New York, NY 10012 from our sponsor and the members of our management team. We consider our current office space adequate for our current operations. 
+
+ Employees 
+
+ We currently have five officers: Sandy Beall, William Douglas Jacob ( Doug Jacob ), Todd Higgins, Kimberly Grant and Garrett Schreiber. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination. 
+
+ Periodic Reporting and Financial Information 
+
+ We will register our units, Class A common stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants. 
+
+ We will provide stockholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to stockholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material. 
+
+ We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. 
+
+ 
+
+ 98
+
+ 
+ Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. 
+
+ We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. 
+
+ In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. 
+
+ We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of Class A common stock that are held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. 
+
+ Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of that fiscal year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that fiscal year s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
+
+ Legal Proceedings 
+
+ There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such. 
+
+ 
+
+ 99
+
+ 
+ MANAGEMENT
+
+ Officers, Directors and Director Nominees
+
+ Our officers, directors and director nominees are as follows: 
+
+ 
+
+ 
+ 
+
+ Name 
+
+ 
+ 
+ 
+ Age 
+
+ 
+ 
+ 
+ Position 
+
+ 
+ 
+
+ 
+ 
+ Sandy Beall
+
+ 
+ 
+ 
+ 70
+
+ 
+ 
+ 
+ Co-Chief Executive Officer and Director Nominee
+
+ 
+ 
+
+ 
+ 
+ Doug Jacob
+
+ 
+ 
+ 
+ 37
+
+ 
+ 
+ 
+ Co-Chief Executive Officer and Director
+
+ 
+ 
+
+ 
+ 
+ Garrett Schreiber
+
+ 
+ 
+ 
+ 30
+
+ 
+ 
+ 
+ Chief Financial Officer
+
+ 
+ 
+
+ 
+ 
+ Todd Higgins
+
+ 
+ 
+ 
+ 48
+
+ 
+ 
+ 
+ Chief Operating Officer
+
+ 
+ 
+
+ 
+ 
+ Kimberly Grant
+
+ 
+ 
+ 
+ 48
+
+ 
+ 
+ 
+ Chief Strategy Officer
+
+ 
+ 
+
+ 
+ 
+ Kevin Reddy
+
+ 
+ 
+ 
+ 62
+
+ 
+ 
+ 
+ Chairman Director Nominee
+
+ 
+ 
+
+ 
+ 
+ Ramin Arani
+
+ 
+ 
+ 
+ 50
+
+ 
+ 
+ 
+ Director Nominee
+
+ 
+ 
+
+ 
+ 
+ Sanjay Chadda
+
+ 
+ 
+ 
+ 43
+
+ 
+ 
+ 
+ Director Nominee
+
+ 
+ 
+
+ 
+ 
+ Alice Elliot
+
+ 
+ 
+ 
+ 63
+
+ 
+ 
+ 
+ Director Nominee
+
+ 
+ 
+
+ 
+ 
+ Steve Kassin
+
+ 
+ 
+ 
+ 35
+
+ 
+ 
+ 
+ Director Nominee
+
+ 
+ 
+
+ 
+ Sandy Beall is a restauranteur and hospitality founder, investor, operator and executive with a dynamic background that spans nearly six decades, dozens of highly successful concepts, and serving as the Chief Executive Officer of a public company for over 25 years. Mr. Beall founded Ruby Tuesday while in college in 1971, growing the concept to 15 units and ultimately selling it to Morrison Inc. in 1982. Post-acquisition, he remained the President and Chief Operating Officer of Ruby Tuesday, ultimately working his way up the organization to becoming Chairman and Chief Executive Officer of Morrison Inc. by 1995. In 1994, he was named Operator of the Year, won the Golden Chain Award from MUFSO, and was named Executive of the Year by Restaurants & Institutions. Under Mr. Beall s recommendation and guidance, he oversaw the split of Morrison into three public companies, including Ruby Tuesday, Sodexo, and Morrison Health Care. Mr. Beall remained as Chairman and Chief Executive Officer of Ruby Tuesday, overseeing an operation that had grown to 800+ locations in 46 states, 14 foreign countries and approximately 30,000 employees when he retired from the company. Mr. Beall also co-founded Blackberry Farm in 1975, steadily growing it with his family over the following five decades into one of the premier luxury resorts in the world. It has been recognized by Relais & Chateaux since 1994, as well as named to the Conde Nast Traveler Gold List, Wine Spectator Grand Award, the James Beard Foundation, as well as a number of other highly regarded awards and by industry groups. Mr. Beall is an investor and board member of a number of high-growth restaurant and consumer brands, including &pizza, The Meatball Shop, Mexicue, Beyond Sushi and Chow Daddy s. He is also the Principal of Beall Investments LLC, an investment company. 
+
+ Doug Jacob partnered with James Beard award winners Ken Oringer and Jamie Bissonette to expand the Toro brand from Boston to New York City, Bangkok and Dubai in January 2013, which is when Mr. Jacob co-founded Toro. Mr. Jacob sold his position in the group in January 2016. In January 2014, Mr. Jacob partnered with Michael Lastoria and Charlie Walk to found JWALK, a full-service creative agency built on design anchored in strong business strategy, serving as the company s Chief Creative Officer and Chief Executive Officer. Shiseido Corporation acquired JWALK in February 2017, where Mr. Jacob served as Chief Creative Officer until mid-2018. In April 2019, Mr. Jacob founded &vest, which acquired the second largest position in &pizza, which he co-founded with Mr. Michael Lastoria in 2012, and where Mr. Jacob serves on the Board of Directors. Mr. Jacob also serves as a board member of Butler Hospitality and Virginia Black Whiskey. Mr. Jacob received a BS from Gettysburg College. 
+
+ Garrett Schreiber joined RBC Capital Markets in 2012 and left in September 2014 to join Enhanced Capital, a portfolio company of Stone Point Capital, where he raised two tax-credit capitalized investment funds and a SBIC fund. Mr. Schreiber worked on fundraising, underwriting, and reporting efforts both to the limited partners and to government regulators. Mr. Schreiber left Enhanced Capital in May 2017, and in June 2018, he helped launch &vest, overseeing all investment, fundraising, and creative agency operations. Mr. Schreiber received an MBA from MIT Sloan and a BSBA from Washington University. 
+
+ Todd Higgins is a co-founder of Crosby & Higgins LLP, a boutique corporate law firm in New York. Since founding the firm in 2005, Mr. Higgins has guided hundreds of businesses, boards and senior executives, integrating with management teams to provide thought leadership and strategic counsel from start-up to exit. Mr. Higgins has served as corporate counsel for companies like VistaGen Therapeutics, a publicly traded pharmaceutical company, 
+
+ 
+
+ 100
+
+ 
+ Empire Resources, a publicly traded distributor, Tradesy, a luxury online fashion resale market, and &pizza. Mr. Higgins has worked with private equity funds and directly with businesses like &pizza, Magnolia Bakery, Catch Hospitality, Chesapeake Hospitality, Orwasher s Bakery, Outstanding Foods, and Ideal Snacks. Mr. Higgins has also co-founded and led numerous companies, including Clear Sight Analytics from January 2017 to the present, and served as Chief Operating Officer and General Counsel of CoKinetic Systems Corp., a systems integration and interface technology company incubated with Deutsche Bank, from November 2006 to July 2007 and from August 2007 to December 2019, respectively. Most recently, in April 2020 he co-founded Vent Multiplexor, where he is leading an emergency effort, in collaboration with Yale New Haven Hospital, to bring to market a patent-pending device for dual-patient ventilation Mr. Higgins co-invented, which has recently secured emergency use authorization from the Food and Drug Administration during the COVID-19 pandemic. Mr. Higgins received a JD from Fordham University School of Law and a BA from Queens College. 
+
+ Kimberly Grant is a chief executive and public company director with over 25 years of hospitality industry experience leading and scaling restaurant companies. From January 2014 to April 2020, Ms. Grant served as Chief Executive Officer of TFG, a global hospitality company which owns and operates unique dining concepts created by Chef Jos Andr s, including concepts in the fast casual, polished casual, food hall, and fine dining sectors. Prior to serving as Chief Executive Officer of TFG, Ms. Grant established a strong record of operations and finance at Ruby Tuesday. She served as Vice President and Controller for the company after its spin-off as an independent public company from 1998 to 2002, and then Senior Vice President, Executive Vice President, President and Chief Operating Officer from 2002 to 2013, where she was responsible for a profits & loss statement with revenues exceeding $1.3 billion each year from 2004 to 2013. Since 2017, Ms. Grant has served on the board of Performance Food Group, a publicly traded, $20+ billion revenue, food product distribution company, where she is a member of the audit, nomination, and governance committees. In 2019 and 2020, Ms. Grant was recognized by Nation s Restaurant News The Power List. Ms. Grant received a Master of Science and Financial Services Management and a BS from Boston University.
+
+ Kevin Reddy has served in a variety of operational and executive roles. He began his career with McDonald s Corporation in 1983 as a regional controller and progressed into positions of escalating responsibility. Following McDonald s investment in Chipotle in 1998, Mr. Reddy served as Restaurant Support Officer, Chief Operations Officer, and ultimately Chief Operating Officer for Chipotle, overseeing its growth from just 13 units to 420 units in seven years. In April 2005, Mr. Reddy joined Noodles & Company as President and Chief Operating Officer. In 2006, he was named Chief Executive Officer, becoming a member of its board of directors and then Chairman in 2008. He left his position as CEO in July 2016. Since August 2016, Mr. Reddy has been self-employed as an advisor and works closely with investor groups to acquire premium brands in the hospitality sector. Recently, he worked with BDT Capital to acquire a majority stake in Whataburger, a Texas-based burger chain with nearly 900 locations. He is also Chairman of the Board of &pizza and Qdoba Mexican Grill. Mr. Reddy received a BS from Duquesne University.
+
+ Ramin Arani has agreed to serve on our board of directors as an independent director upon the completion of this offering. Mr. Arani is the CFO of Vice Media, with decades of experience in fund management and financial operations. Ramin was appointed as the CFO in November 2019. Previously, Mr. Arani worked at Fidelity Management & Research Company, where he was an Analyst & Sector Fund Manager from July 1992 to May 2000 and a Portfolio Manager from May 2000 to September 2018. Most recently, he managed the Fidelity Puritan Fund, achieving top 5% performance relative to industry peers. His financial experience spans a variety of sectors, including media, technology, health care, real estate, retail, aerospace and defense. Mr. Arani has served on several company boards, including Legendary Pictures, Rent the Runway, Goop, Rumble Boxing and Sakara Life. Mr. Arani holds a BA from Tufts University.
+
+ Sanjay Chadda has agreed to serve on our board of directors as an independent director upon the completion of this offering. Sanjay is the Co-Head of U.S. Investment Banking and Co-Head of U.S. Technology, Media, Marketing and Information Services Investment Banking at Canaccord Genuity, which focuses on the broader media, digital advertising and marketing, commerce, information and marketing technology and services industries. Sanjay was a Partner and Managing Director at Canaccord Genuity since December 1999 before becoming the Co-Head of U.S. Investment Banking and Co-Head of U.S. Technology, Media, Marketing and Information Services Investment Banking in February 2019. From May 1998 to December 1999, Sanjay was a Financial Analyst at GE Capital. Sanjay has led more than 125 transactions during his career and has successfully completed over 50 transactions since the beginning of 2014 alone. He joined Canaccord Genuity through its acquisition of Petsky Prunier in 2019. He focuses on origination, due diligence, marketing, management, and negotiation of both M&A and private placement transactions. Sanjay received a BS from the Charles F. Dolan School of Business at Fairfield University.
+
+ 
+
+ 101
+
+ 
+ Alice Elliot has agreed to serve on our board of directors as an independent director upon the completion of this offering. Ms. Elliot is the founder and Chief Executive Officer of The Elliot Group, a widely respected executive recruitment agency in the restaurant and hospitality industry, where she has worked since February 1988. Nationally recognized as one of the leading advisors in executive search, human resources, and leadership, Ms. Elliot has been featured in QSR Magazine s 20 Most Influential Restaurant Leaders, Nation s Restaurant News 50 Most Powerful People in Foodservice, and on CBS This Morning Saturday. She has also been a featured speaker on Bloomberg Radio, focusing on business trends and innovation. In addition, Ms. Elliot has spoken at many industry highlights and is the recipient of several awards, including the coveted Women s Foodservice Forum Trailblazer award, and the prestigious Roundtable for Women in Foodservice Pacesetter Award. She sits on the Board of Trustees of The Culinary Institute of America, and was inducted into the National Restaurant Association Educational Foundation s College of Diplomates in 2010 for her tireless work in bringing public awareness to the hospitality industry. She received a BA. from the University of Colorado at Boulder.
+
+ Steve Kassin has agreed to serve on our board of directors as an independent director upon the completion of this offering. Steve Kassin is the Founder and currently the Managing Partner of Infinity Real Estate, a privately owned developer, owner, and manager of high quality real estate headquartered in New York City. Mr. Kassin founded Infinity Real Estate in August 2005. Under Mr. Kassin s leadership, Infinity has acquired or developed commercial property representing over $1.5 billion in direct investment transactions across more than 75 projects. During Mr. Kassin s tenure, Infinity has honed its expertise in the urban multi-family, lodging and retail sectors. His management and growth initiatives have transformed Infinity Real Estate into a national real estate investment company. In October 2015, Steve was named Fifty Under 40 in Globe Street s Real Estate Forum publication. He is also an active participant on various industry panels and guest lectures at NYU Stern School of Business and at other educational institutions. Steve currently serves as a NYU Stern Real Estate Advisory Board Member, NYU Alumni Council Chair, NAIOP Advisory Board Member, ICSC Next Gen. Committee Member, Exec. Board Member, and a PREF Co-Founder. Mr. Kassin received a BS from the Stern School of Business at New York University.
+
+ Number and Terms of Office of Officers and Directors
+
+ Our board of directors consists of seven members and is divided into three classes with only one class of directors being elected in each year, and with each class (except for those directors elected prior to our first annual general meeting) serving a three-year term. In accordance with NYSE corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on NYSE. The term of office of the first class of directors, consisting of Sanjay Chadda, Alice Elliot and Steve Kassin, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Kevin Reddy and Ramin Arani, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Sandy Beall and Doug Jacob, will expire at the third annual general meeting.
+
+ Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our bylaws. 
+
+ Director Independence
+
+ The rules of the NYSE require that a majority of our board of directors be independent within one year of our initial public offering. An independent director is defined generally as a person who, in the opinion of the company s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have four independent directors as defined in the NYSE rules and applicable SEC rules prior to completion of this offering. Our board of directors has determined that each of Ramin Arani, Sanjay Chadda, Alice Elliot and Steve Kassin is an independent director as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.
+
+ 
+
+ 102
+
+ 
+ Officer and Director Compensation
+
+ None of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. In addition, our sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder s and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. 
+
+ After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
+
+ We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.
+
+ Committees of the Board of Directors
+
+ Upon the effective date of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Both our audit committee and our compensation committee will be composed solely of independent directors. Subject to phase-in rules, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of the NYSE require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our board and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering.
+
+ Audit Committee
+
+ Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. Sanjay Chadda, Alice Elliot and Ramin Arani will serve as members of our audit committee, and Ramin Arani will chair the audit committee. Under the NYSE listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Sanjay Chadda, Alice Elliot and Ramin Arani meet the independent director standard under NYSE listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.
+
+ 
+
+ 103
+
+ 
+ Each member of the audit committee is financially literate and our board of directors has determined that Ramin Arani qualifies as an audit committee financial expert as defined in applicable SEC rules and has accounting or related financial management expertise. 
+
+ We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including:
+
+ assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;
+
+ pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;
+
+ setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
+
+ meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under Management s Discussion and Analysis of Financial Condition and Results of Operations ; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;
+
+ reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities;
+
+ Compensation Committee
+
+ Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors. Sanjay Chadda, Alice Elliot and Ramin Arani will serve as members of our compensation committee. Under the NYSE listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Sanjay Chadda, Alice Elliot and Ramin Arani are independent and Alice Elliot will chair the compensation committee.
+
+ We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:
+
+ reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer s compensation, evaluating our chief executive officer s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation;
+
+ reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;
+
+ 
+
+ 104
+
+ 
+ reviewing our executive compensation policies and plans;
+
+ implementing and administering our incentive compensation equity-based remuneration plans;
+
+ assisting management in complying with our proxy statement and annual report disclosure requirements;
+
+ approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;
+
+ producing a report on executive compensation to be included in our annual proxy statement; and
+
+ reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
+
+ Notwithstanding the foregoing, as indicated above, other than the payment to our sponsor of $15,000 per month for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. 
+
+ The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NYSE and the SEC
+
+ Nominating and Corporate Governance Committee
+
+ Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance will be Sanjay Chadda, Alice Elliot and Ramin Arani, and Sanjay Chadda will serve as chair of the nominating and corporate governance committee.
+
+ We will adopt a nominating and corporate governance committee charter, which will detail the purpose and responsibilities of the nominating and corporate governance committee, including:
+
+ identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors;
+
+ developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
+
+ coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and
+
+ reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.
+
+ The charter will also provide that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm s fees and other retention terms.
+
+ We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.
+
+ 
+
+ 105
+
+ 
+ Compensation Committee Interlocks and Insider Participation
+
+ None of our officers currently serves, or has served in the past year, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.
+
+ Advisors to the Board of Directors
+
+ We intend to form an advisory board comprised of Michael Lastoria, Kat Cole, Steve Kassin, Sanjay Lamba, Dan Gardner, Todd Gurley, Allison Page and Kris Stevens, which appointments shall take effect upon the closing of this offering. Such individuals will assist our management team with sourcing and evaluating business opportunities and devising plans and strategies to optimize any business that we acquire following the consummation of this offering. The advisors are neither paid nor reimbursed for any out-of-pocket expenses in connection with the search of acquisition targets before or after the consummation of our initial business combination. We have not currently entered into any formal arrangements or agreements with the members of our advisory board to provide services to us and they will have no fiduciary obligations to present business opportunities to us. 
+
+ Code of Business Conduct and Ethics
+
+ Prior to the consummation of this offering, we will have adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees. We will file a copy of our Code of Business Conduct and Ethics as an exhibit to the registration statement of which this prospectus is a part. You will be able to review this document by accessing our public filings at the SEC s web site at www.sec.gov. In addition, a copy of the Code of Business Conduct and Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. See the section of this prospectus entitled Where You Can Find Additional Information. If we make any amendments to our Code of Business Conduct and Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or NYSE rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Form S-1 or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
+
+ Conflicts of Interest
+
+ In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:
+
+ the corporation could financially undertake the opportunity;
+
+ the opportunity is within the corporation s line of business; and
+
+ it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.
+
+ Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.
+
+ 
+
+ 106
+
+ 
+ Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:
+
+ 
+
+ 
+ 
+
+ Individual 
+
+ 
+ 
+ 
+ Entity 
+
+ 
+ 
+ 
+ Entity s Business 
+
+ 
+ 
+ 
+ Affiliation 
+
+ 
+ 
+
+ 
+ 
+ Sandy Beall
+
+ 
+ 
+ 
+ Beall Investments LLC
+
+ 
+ 
+ 
+ Family Investment Company
+
+ 
+ 
+ 
+ Principal
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Blackberry Hotel Company
+
+ 
+ 
+ 
+ Hotel Operator
+
+ 
+ 
+ 
+ Board Director
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Windstream
+
+ 
+ 
+ 
+ Telephone Service Company
+
+ 
+ 
+ 
+ Board Director
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ &pizza
+
+ 
+ 
+ 
+ Mid-Atlantic Pizza Chain
+
+ 
+ 
+ 
+ Board Director
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ The Meatball Shop
+
+ 
+ 
+ 
+ Italian Restaurant
+
+ 
+ 
+ 
+ Board Director
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Mexicue
+
+ 
+ 
+ 
+ Mexican Restaurant
+
+ 
+ 
+ 
+ Board Director
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Beyond Sushi
+
+ 
+ 
+ 
+ Vegan Restaurant
+
+ 
+ 
+ 
+ Board Director
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Custom Foods of America
+
+ 
+ 
+ 
+ Food Products
+
+ 
+ 
+ 
+ Board Director
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Rigor Hill Hospitality Group LLC
+
+ 
+ 
+ 
+ Hospitality Group
+
+ 
+ 
+ 
+ Board Director
+
+ 
+ 
+
+ 
+ 
+ Doug Jacob
+
+ 
+ 
+ 
+ Butler Hospitality
+
+ 
+ 
+ 
+ Hospitality Management
+
+ 
+ 
+ 
+ Board Director
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Virginia Black Whiskey
+
+ 
+ 
+ 
+ American Bourbon Whiskey Brand
+
+ 
+ 
+ 
+ Board Director
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ &vest
+
+ 
+ 
+ 
+ Investment Fund
+
+ 
+ 
+ 
+ Chief Executive Officer
+
+ 
+ 
+
+ 
+ 
+ Garrett Schreiber
+
+ 
+ 
+ 
+ &vest
+
+ 
+ 
+ 
+ Investment Fund
+
+ 
+ 
+ 
+ Partner
+
+ 
+ 
+
+ 
+ 
+ Todd Higgins
+
+ 
+ 
+ 
+ Crosby & Higgins LLP
+
+ 
+ 
+ 
+ Boutique Corporate Law Firm
+
+ 
+ 
+ 
+ Managing Partner
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Clear Sight Analytics LLC
+
+ 
+ 
+ 
+ Sports Analytics Firm
+
+ 
+ 
+ 
+ Chief Operating Officer
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Vent Multiplexor LLC
+
+ 
+ 
+ 
+ Medical Device Company for Co-Ventilation
+
+ 
+ 
+ 
+ President
+
+ 
+ 
+
+ 
+ 
+ Kimberly Grant
+
+ 
+ 
+ 
+ Performance Food Group
+
+ 
+ 
+ 
+ Distributor Consumer Staples
+
+ 
+ 
+ 
+ Board Director 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Yardbird Group, LLC
+
+ 
+ 
+ 
+ Restaurant Group
+
+ 
+ 
+ 
+ Manager
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Rogue Wave Investments LLC
+
+ 
+ 
+ 
+ Investments
+
+ 
+ 
+ 
+ Principal and Sole Member
+
+ 
+ 
+
+ 
+ 
+ Kevin Reddy
+
+ 
+ 
+ 
+ &pizza
+
+ 
+ 
+ 
+ American Fast-Casual Restaurant
+
+ 
+ 
+ 
+ Chairman
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Qdoba Mexican Grill
+
+ 
+ 
+ 
+ American Fast-Casual Restaurant
+
+ 
+ 
+ 
+ Chairman
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Whataburger
+
+ 
+ 
+ 
+ 
+ 
+ Consultant & Board Observer
+
+ 
+ 
+
+ 
+ 
+ Ramin Arani
+
+ 
+ 
+ 
+ Vice Media
+
+ 
+ 
+ 
+ Canadian-American Print Magazine
+
+ 
+ 
+ 
+ Chief Financial Officer 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Brunello Cucinelli
+
+ 
+ 
+ 
+ Luxury Fashion
+
+ 
+ 
+ 
+ Board Director
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ LiveXLive
+
+ 
+ 
+ 
+ Digital Media
+
+ 
+ 
+ 
+ Board Director
+
+ 
+ 
+
+ 
+ 
+ Sanjay Chadda
+
+ 
+ 
+ 
+ Canaccord Genuity
+
+ 
+ 
+ 
+ Financial Services
+
+ 
+ 
+ 
+ Co-Head of Investment Banking
+
+ 
+ 
+
+ 
+ 
+ Alice Elliot
+
+ 
+ 
+ 
+ The Elliot Group
+
+ 
+ 
+ 
+ Executive Search and Consulting
+
+ 
+ 
+ 
+ Chief Executive Officer
+
+ 
+ 
+
+ 
+ 
+ Steve Kassin
+
+ 
+ 
+ 
+ International Council of Shopping Centers Next Gen
+
+ 
+ 
+ 
+ International Shopping Centers Council
+
+ 
+ 
+ 
+ Committee Member & Executive Board Member
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Professionals in Real Estate Forum
+
+ 
+ 
+ 
+ Commercial Real Estate Publication
+
+ 
+ 
+ 
+ Co-Founder
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Infinity Real Estate LLC
+
+ 
+ 
+ 
+ Real Estate and Investments
+
+ 
+ 
+ 
+ Managing Partner
+
+ 
+ 
+
+ 
+ 
+
+ 107
+
+ 
+ Potential investors should also be aware of the following other potential conflicts of interest:
+
+ Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.
+
+ Our initial stockholders purchased founder shares prior to the effectiveness of the registration statement of which this prospectus forms a part and will purchase private placement warrants in a transaction that will close simultaneously with the closing of this offering. Our initial stockholders have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they hold in connection with the completion of our initial business combination. The other members of our management team have entered into agreements similar to the one entered into by our initial stockholders with respect to any public shares acquired by them in or after this offering. Additionally, our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sales price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. Subject to certain limited exceptions, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and director nominees will own common stock or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. 
+
+ Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
+
+ We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors, or any of their respective affiliates, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors, or any of their respective affiliates. In the event we seek to complete our initial business combination with an business combination target that is affiliated with our sponsor, officers or directors, or any of their respective affiliates, we, or a committee of independent directors, would obtain an opinion from an independent investment banking which is a member of FINRA or an independent accounting firm, that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, in no event will our sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by the company any finder s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination. Further, commencing on the date our securities are first listed on the NYSE, we will also reimburse our sponsor, for office space, secretarial and administrative services provided to members of our management team in an amount not to exceed $15,000 per month in the event such space and/or services are utilized and we do not pay directly for such services. 
+
+ We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.
+
+ In the event that we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote any founder shares they hold and any shares purchased during or after the offering in favor of our initial business combination.
+
+ 
+
+ 108
+
+ 
+ Limitation on Liability and Indemnification of Officers, Directors, Employees and Agents 
+
+ Our amended and restated certificate of incorporation will provide that our officers, directors, employees and agents will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation will provide that our directors will not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors. 
+
+ We will enter into agreements with our officers, directors, employees and agents to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation. Our bylaws also will permit us to secure insurance on behalf of any officer, director, employee or agent for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We will purchase a policy of directors , officers , employees and agents liability insurance that insures our officers, directors, employees and agents against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers, directors, employees and agents. Except with respect to any public shares they may acquire in this offering or thereafter (in the event we do not consummate an initial business combination), our officers, directors, employees and agents have agreed to waive (and any other persons who may become an officer, director, employee or agent prior to the initial business combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the trust account, and not to seek recourse against the trust account for any reason whatsoever, including with respect to such indemnification. 
+
+ These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers, directors, employees and agents, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers, directors, employees and agents pursuant to these indemnification provisions. 
+
+ We believe that these provisions, the directors , officers , employees and agents liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers, directors, employees and agents. 
+
+ Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, employees, agents and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. 
+
+ 
+
+ 109
+
+ 
+ PRINCIPAL STOCKHOLDERS
+
+ The following table sets forth information regarding the beneficial ownership of our common stock as of the date of this prospectus, and as adjusted to reflect the sale of our Class A common stock included in the units offered by this prospectus, and assuming no purchase of units in this offering, by:
+
+ each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
+
+ each of our officers, directors and director nominees upon completion of this offering; and
+
+ all our officers, directors and director nominees upon completion of this offering as a group.
+
+ Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this prospectus.
+
+ On June 19, 2020, our sponsor purchased an aggregate of 7,187,500 founder shares in exchange for a capital contribution of $25,000, or approximately $0.004 per share. On August 4, 2020, our sponsor surrendered 1,437,500 founder shares to us for cancellation for no consideration resulting in our sponsor holding 5,750,000 founder shares. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 23,000,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 750,000 of the founder shares will be forfeited depending on the extent to which the underwriters over-allotment is exercised. The post-offering percentages in the following table assume that the underwriters do not exercise their over-allotment option, that our initial stockholders have forfeited 750,000 founder shares, and that there are 25,000,000 shares of common stock issued and outstanding after this offering.
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Number of Shares Beneficially Owned(2)(4)
+
+ 
+ 
+ 
+ Approximate Percentage of Outstanding Common Stock
+
+ 
+ 
+
+ 
+ 
+ Name and Address of Beneficial Owner(1)
+
+ 
+ 
+ 
+ Before 
+Offering
+
+ 
+ 
+ 
+ After 
+Offering
+
+ 
+ 
+
+ 
+ 
+ FAST Sponsor, LLC (our sponsor)(3)
+
+ 
+ 
+ 
+ 5,750,000
+
+ 
+ 
+ 
+ 100
+
+ 
+ 
+ %
+
+ 
+ 
+ 
+ 20
+
+ 
+ 
+ %
+
+ 
+ 
+
+ 
+ 
+ Sandy Beall
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Doug Jacob(3)
+
+ 
+ 
+ 
+ 5,750,000
+
+ 
+ 
+ 
+ 100
+
+ 
+ 
+ %
+
+ 
+ 
+ 
+ 20
+
+ 
+ 
+ %
+
+ 
+ 
+
+ 
+ 
+ Garrett Schreiber
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Todd Higgins
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Kimberly Grant
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Kevin Reddy
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Ramin Arani
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Sanjay Chadda
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Alice Elliot
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Steve Kassin
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ All officers, directors and director nominees as a group 
+(10 individuals)(3)
+
+ 
+ 
+ 
+ 5,750,000
+
+ 
+ 
+ 
+ 100
+
+ 
+ 
+ %
+
+ 
+ 
+ 
+ 20
+
+ 
+ 
+ %
+
+ 
+ 
+
+ 
+ ____________
+* Less than one percent.
+
+ (1) Unless otherwise noted, the business address of each of the following is 3 Minetta Street, New York, NY 10012.
+
+ (2) Interests shown consist solely of founder shares, classified as Class B common stock. Such shares will automatically convert into Class A common stock at the time of the closing of the initial business combination on a one-for-one basis, subject to adjustment, as described in the section entitled Description of Securities. 
+
+ (3) FAST Sponsor, LLC is the record holder of the shares reported herein. Doug Jacob is the sole member and manager of our sponsor and has sole voting and investment discretion with respect to the common stock held of record by our sponsor.
+
+ (4) Includes up to 750,000 founder shares, that will be forfeited depending on the extent to which the underwriters over-allotment option is exercised.
+
+ 
+
+ 110
+
+ 
+ Immediately after this offering, our initial stockholders will beneficially own 20.0% of the then issued and outstanding common stock (assuming they do not purchase any units in this offering). Because of this ownership block, our initial stockholders may be able to effectively influence the outcome of all other matters requiring approval by our stockholders, including amendments to our amended and restated certificate of incorporation and approval of significant corporate transactions including our initial business combination.
+
+ Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 6,000,000 private placement warrants (or 6,600,000 warrants if the underwriters over-allotment option is exercised in full), at a price of $1.00 per warrant, or $6,600,000 in the aggregate (or $6,600,000 if the underwriters over-allotment option is exercised in full), in a private placement that will occur simultaneously with the closing of this offering. Each private placement warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share, subject to adjustment as described herein. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $200 million (or $230 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants are subject to the transfer restrictions described below. The private placement warrants will not be redeemable by us for cash so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders other than initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering.
+
+ FAST Sponsor, LLC, our sponsor, and our officers and directors are deemed to be our promoters as such term is defined under the federal securities laws.
+
+ Transfers of Founder Shares and Private Placement Warrants
+
+ The founder shares, private placement warrants and any shares of Class A common stock issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the agreements entered into by our initial stockholders and management team. Those lock-up provisions provide that such securities are not transferable or salable (i) in the case of the founder shares, until the earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the last reported sales price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property and (ii) in the case of the private placement warrants and the respective shares of Class A common stock underlying such warrants, until 30 days after the completion of our initial business combination except in each case (a) to our officers or directors, any affiliate or family member of any of our officers or directors, any affiliate of our sponsor or to any member of the sponsor or any of their affiliates, (b) in the case of an individual, as a gift to such person s immediate family or to a trust, the beneficiary of which is a member of such person s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) by virtue of the laws of the State of Delaware or our Sponsor s limited liability company agreement upon dissolution of our Sponsor, (g) in the event of our liquidation prior to our consummation of our initial business combination; or (h) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, capital stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement. 
+
+ 
+
+ 111
+
+ 
+ Registration Rights
+
+ The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and any Class A common stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering, requiring us to register such securities and any other securities of the company acquired by them prior to the consummation of our initial business combination for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
+
+ 
+
+ 112
+
+ 
+ CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
+
+ On June 19, 2020, our sponsor purchased an aggregate of 7,187,500 founder shares in exchange for a capital contribution of $25,000, or approximately $0.004 per share. On August 4, 2020, our sponsor surrendered 1,437,500 founder shares to us for cancellation for no consideration resulting in our sponsor holding 5,750,000 founder shares. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 23,000,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 750,000 of the founder shares will be forfeited depending on the extent to which the underwriters over-allotment is exercised. If we increase or decrease the size of the offering, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20.0% of our issued and outstanding common stock upon the consummation of this offering.
+
+ Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 6,000,000 private placement warrants (or 6,600,000 warrants if the underwriters over-allotment option is exercised in full), at a price of $1.00 per warrant, or $6,000,000 in the aggregate (or $6,600,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Each private placement warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share, subject to adjustment as described herein. The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination.
+
+ As more fully discussed in the section of this prospectus titled Management Conflicts of Interest, if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.
+
+ Commencing on the date our securities are first listed on the NYSE, we will reimburse our sponsor for office space, secretarial and administrative services provided to members of our management team in an amount not to exceed $15,000 per month. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. 
+
+ No compensation of any kind, including finder s and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates.
+
+ Prior to the closing of this offering, our sponsor may loan us funds to be used for a portion of the expenses of this offering. These loans would be non-interest bearing, unsecured and are due at the earlier of June 4, 2021 and the closing of this offering.
+
+ In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors or their respective affiliates, may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans would need to be repaid only out of funds held outside of the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
+
+ 
+
+ 113
+
+ 
+ Any of the foregoing payments to an affiliate of our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using funds held outside the trust account and may be made from interest earned on the trust account and released to us to pay our taxes.
+
+ After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
+
+ We have entered into a registration rights agreement with respect to the founder shares and private placement warrants, which is described under the heading Principal Stockholders Registration Rights. 
+
+ Policy for Approval of Related Party Transactions
+
+ The audit committee of our board of directors will adopt a policy setting forth the policies and procedures for its review and approval or ratification of related party transactions. A related party transaction is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a related party had, has or will have a direct or indirect material interest. Related parties under this policy will include: (a) our directors, nominees for director or officers; (b) any record or beneficial owner of more than 5% of any class of our voting securities; (c) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (d) any other person who maybe a related person pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (I) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm s-length dealings with an unrelated third-party, (II) the extent of the related party s interest in the transaction, (III) whether the transaction contravenes our code of ethics or other policies, (IV) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (V) the effect that the transaction may have on a director s status as an independent member of the board and on his or her eligibility to serve on the board s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.
+
+ 
+
+ 114
+
+ 
+ DESCRIPTION OF SECURITIES
+
+ We are a Delaware corporation and our affairs are governed by our amended and restated certificate of incorporation and the DGCL. Pursuant to our amended and restated certificate of incorporation which will be adopted prior to the consummation of this offering, we will be authorized to issue 400,000,000 shares of common stock, $0.0001 par value each, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, as well as 1,000,000 shares of preferred stock, $0.0001 par value each. The following description summarizes certain terms of our capital stock as set out more particularly in our amended and restated certificate of incorporation. Because it is only a summary, it may not contain all the information that is important to you.
+
+ Units
+
+ Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the shares of Company s Class A common stock. This means only a whole warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder holds one-half or two-thirds of one warrant to purchase a share of Class A common stock, such warrant will not be exercisable. If a warrant holder holds two-halves of one warrant, such whole warrant will be exercisable for one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. The Class A common stock and warrants comprising the units are expected to begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Citigroup Global Markets Inc. and UBS Securities LLC inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Additionally, we expect that the units will automatically separate into their component parts and will not be traded after the completion of our initial business combination.
+
+ In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at closing of this offering. We will file a Current Report on Form 8-K which includes this audited balance sheet promptly after the completion of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option.
+
+ Common Stock
+
+ Prior to the effectiveness of the registration statement of which this prospectus forms a part, there were 5,750,000 shares of Class B common stock outstanding, all of which were held of record by our initial stockholders, so that our initial stockholders will own 20% of our issued and outstanding shares after this offering (assuming our initial stockholders do not purchase any units in this offering). Up to 750,000 of the founder shares will be forfeited by our initial stockholders depending on the extent to which the underwriters over-allotment is exercised. Upon the closing of this offering, 25,000,000 of our shares of common stock will be outstanding (assuming no exercise of the underwriters over-allotment option and the corresponding forfeiture of 750,000 founder shares by our initial stockholders) including:
+
+ 20,000,000 shares of Class A common stock underlying units issued as part of this offering; and
+
+ 5,000,000 shares of Class B common stock held by our initial stockholders.
+
+ If we increase or decrease the size of this offering, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the number of founder shares at 20.0% of our issued and outstanding common stock upon the consummation of this offering.
+
+ 
+
+ 115
+
+ 
+ Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. Unless specified in our amended and restated certificate of incorporation, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders. Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.
+
+ Because our amended and restated certificate of incorporation authorizes the issuance of up to 380,000,000 shares of Class A common stock, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of shares of Class A common stock which we are authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder approval in connection with our initial business combination. Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term
+
+ In accordance with NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first full fiscal year end following our listing on the NYSE. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.
+
+ We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination. Unlike many special purpose acquisition companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate of incorporation requires these tender offer documents to contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under the SEC s proxy rules. If, however, a stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other reasons, we will, like many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of common stock voted are voted in favor of our initial business combination. However, the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described in this prospectus), if any, could result in the approval of our initial business combination even if a majority of our public stockholders 
+
+ 
+
+ 116
+
+ 
+ vote, or indicate their intention to vote, against such initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.
+
+ If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares, without our prior consent. However, we would not be restricting our stockholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at a loss.
+
+ If we seek stockholder approval in connection with our initial business combination, our initial stockholders, sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.
+
+ Pursuant to our amended and restated certificate of incorporation, if we do not complete our initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our initial stockholders have entered into agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period. However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time period.
+
+ In the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our public stockholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein.
+
+ Founder Shares
+
+ The founder shares are designated as Class B common stock and, except as described below, are identical to the shares of Class A common stock included in the units being sold in this offering, and holders of founder shares have the same stockholder rights as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) our initial stockholders, sponsor, officers and directors have 
+
+ 
+
+ 117
+
+ 
+ entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such time period, and (iii) the founder shares are automatically convertible into Class A common stock at the time of the closing of the initial business combination on a one-for-one basis, subject to adjustment as described herein and in our amended and restated certificate of incorporation. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote any founder shares and any public shares held by them in favor of our initial business combination. 
+
+ The founder shares will automatically convert into shares of Class A common stock at the time of the closing of the initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. 
+
+ With certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the last reported sales price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property. Up to 750,000 founder shares will be forfeited by our initial stockholders depending on the exercise of the over-allotment option. 
+
+ Preferred Stock
+
+ Our amended and restated certificate of incorporation authorizes 1,000,000 shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will be able to, without stockholder approval, issue shares of preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors to issue shares of preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preferred shares outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares of preferred stock are being issued or registered in this offering.
+
+ 
+
+ 118
+
+ 
+ Warrants
+
+ Public Stockholders Warrants
+
+ Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described herein, at any time commencing on the later of 12 months from the closing of this offering and 30 days after the completion of our initial business combination, provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
+
+ We will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.
+
+ We have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
+
+ Redemption of warrants for cash
+
+ Once the warrants become exercisable, we may call the warrants for redemption for cash:
+
+ in whole and not in part;
+
+ at a price of $0.01 per warrant;
+
+ upon not less than 30 days prior written notice of redemption (the 30-day redemption period ) to each warrant holder; and
+
+ 
+
+ 119
+
+ 
+ if, and only if, the last reported sales price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders. 
+
+ If and when the warrants become redeemable by us for cash, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
+
+ We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.
+
+ Redemption procedures and cashless exercise
+
+ If we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value will mean the average last reported sales price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including the fair market value in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption and our management does not take advantage of this option, the holders of the private placement warrants and their permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below. 
+
+ A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person s affiliates), to the warrant agent s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the Class A common stock outstanding immediately after giving effect to such exercise.
+
+ If the number of outstanding shares of Class A common stock is increased by a share capitalization payable in shares of Class A common stock, or by a split-up of common stock or other similar event, then, on the effective date of such share capitalization, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of common stock. A rights offering to holders of common stock entitling holders to purchase Class A common stock at a price less than the fair market value will be deemed a share capitalization of a number of shares of Class A common stock equal to the product of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A common stock) and (ii) one minus the quotient of (x) the price per share of Class A common stock paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for shares of Class A common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of shares of Class A common stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A common stock trades on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
+
+ 
+
+ 120
+
+ 
+ In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A common stock on account of such Class A common stock (or other securities into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination or a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the required time period or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, or (d) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such event. 
+
+ If the number of outstanding shares of Class A common stock is decreased by a consolidation, combination, reverse share split or reclassification of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding share of Class A common stock.
+
+ Whenever the number of shares of Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter.
+
+ In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination, at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance), (the Newly Issued Price ) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of warrants for cash will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
+
+ In case of any reclassification or reorganization of the outstanding Class A common stock (other than those described above or that solely affects the par value of such Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of Class A common stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.
+
+ 
+
+ 121
+
+ 
+ The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that (a) the terms of the warrants may be amended without the consent of any holder (i) for the purpose of curing any ambiguity, or curing or, correcting or supplementing any defective provision contained therein or adding or changing any other provisions with respect to matters or questions arising thereunder as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders of the warrants, and (ii) to provide for the delivery of an alternative issuance described above and (b) all other modifications or amendments require the vote or written consent of at least 65% of the then outstanding public warrants and, solely with respect to any amendment to the terms of the private placement warrants or warrants issued upon conversion of working capital loans or any provision of the warrant agreement with respect to the private placement warrants or warrants issued upon conversion of working capital loans, at least 65% of the then outstanding private placement warrants and warrants issued upon conversion of working capital loans. You should review a copy of the warrant agreement, which has been filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants. 
+
+ The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive Class A common stock. After the issuance of Class A common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
+
+ No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder. 
+
+ We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See Risk Factors Our warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum. 
+
+ Private Placement Warrants
+
+ The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions as described under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants, to our officers and directors and other persons or entities affiliated with the initial purchasers of the private placement warrants) and they will not be redeemable by us for cash so long as they are held by the initial stockholders or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis and the initial purchasers and their permitted transferees will also have certain registration rights related to the private placement warrants (including the shares of Class A common stock issuable upon exercise of the private placement warrants), as described below. Except as described in this section, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering, including that they may be redeemed for shares of Class A common stock. If the private placement warrants are held by holders other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering.
+
+ If holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of our Class A common stock (defined below) over the 
+
+ 
+
+ 122
+
+ 
+ exercise price of the warrants by (y) the fair market value. The fair market value will mean the average last reported sales price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could exercise their warrants and sell the shares of Class A common stock received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. 
+
+ In order to fund working capital deficiencies and finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.
+
+ Our initial stockholders have agreed not to transfer, assign or sell any of the private placement warrants (including the Class A common stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date we complete our initial business combination, except that, among other limited exceptions as described under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants, transfers can be made to our officers and directors and other persons or entities affiliated with the sponsor.
+
+ Dividends
+
+ We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of our board of directors at such time. If we increase the size of this offering, then we will effect a stock dividend or other appropriate mechanism with respect to our founder shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20.0% of our issued and outstanding common stock upon the consummation of this offering. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
+
+ Our Transfer Agent and Warrant Agent
+
+ The transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity. Continental Stock Transfer & Trust Company has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any monies in, the trust account, and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the trust account that it may have now or in the future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be able to be pursued, solely against us and our assets outside the trust account and not against the any monies in the trust account or interest earned thereon.
+
+ Amended and Restated Certificate of Incorporation
+
+ Our amended and restated certificate of incorporation will contain certain requirements and restrictions relating to this offering that will apply to us until the completion of our initial business combination. These provisions cannot be amended without the approval of the holders of at least 65% of our outstanding common stock. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and 
+
+ 
+
+ 123
+
+ 
+ restated certificate of incorporation and will have the discretion to vote in any manner they choose. Specifically, our amended and restated certificate of incorporation provides, among other things, that:
+
+ If we do not complete our initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the requirements of other applicable law;
+
+ Prior to our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of this offering or (y) amend the foregoing provisions;
+
+ Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that such an initial business combination is fair to our company from a financial point of view;
+
+ If a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act. Whether or not we maintain our registration under the Exchange Act or our listing on the NYSE, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above;
+
+ If our stockholders approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering, or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their Class A common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations described herein; and
+
+ We will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations. 
+
+ In addition, our amended and restated certificate of incorporation provides that under no circumstances will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.
+
+ Certain Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and Bylaws
+
+ We will be subject to the provisions of Section 203 of the DGCL regulating corporate takeovers upon completion of this offering. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a business combination with:
+
+ a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an interested stockholder );
+
+ 
+
+ 124
+
+ 
+ an affiliate of an interested stockholder; or
+
+ an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.
+
+ A business combination includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:
+
+ our board of directors approves the transaction that made the stockholder an interested stockholder, prior to the date of the transaction;
+
+ after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or
+
+ on or subsequent to the date of the transaction, the initial business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.
+
+ Our amended and restated certificate of incorporation will provide that our board of directors will be classified into three classes of directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings.
+
+ Our authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
+
+ Exclusive forum for certain lawsuits
+
+ Our amended and restated certificate of incorporation will require, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder s counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.
+
+ Notwithstanding the foregoing, our amended and restated certificate of incorporation will provide that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Additionally, unless we consent in writing to the selection of an alternative forum, the federal courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers, other employees or agents. Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to these provisions.
+
+ 
+
+ 125
+
+ 
+ Special meeting of stockholders
+
+ Our bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief Executive Officer or by our Chairman.
+
+ Advance notice requirements for stockholder proposals and director nominations
+
+ Our bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder s notice will need to be received by the company secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.
+
+ Action by written consent
+
+ Subsequent to the consummation of the offering, any action required or permitted to be taken by our common stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with respect to our Class B common stock.
+
+ Classified Board of Directors
+
+ Our board of directors will initially be divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our amended and restated certificate of incorporation will provide that the authorized number of directors may be changed only by resolution of the board of directors. Subject to the terms of any preferred stock, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.
+
+ Class B Common Stock Consent Right
+
+ For so long as any shares of Class B common stock remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the shares of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of our certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock. Any action required or permitted to be taken at any meeting of the holders of Class B common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class B common stock were present and voted.
+
+ Securities Eligible for Future Sale
+
+ Immediately after this offering we will have 25,000,000 (or 28,750,000 if the underwriters over-allotment option is exercised in full) shares of common stock outstanding. Of these shares, the shares of Class A common stock sold in this offering (20,000,000 Class A common stock if the underwriters over allotment option is not exercised and 23,000,000 shares if the underwriters over-allotment option is exercised in full) will be freely tradable without restriction or further registration under the Securities Act, except for any Class A common stock purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding founder shares (5,000,000 founder shares if the underwriters over-allotment option is not exercised and 5,750,000 founder shares if the underwriters over-allotment option is exercised in full) and all of the outstanding private placement warrants (6,000,000 warrants if the underwriters over-allotment option is not exercised and 6,600,000 warrants if the underwriters over-allotment option is exercised in full) will be restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.
+
+ 
+
+ 126
+
+ 
+ Rule 144
+
+ Pursuant to Rule 144, a person who has beneficially owned restricted shares or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.
+
+ Persons who have beneficially owned restricted shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:
+
+ 1% of the total number of shares of common stock then outstanding, which will equal 250,000 shares immediately after this offering (or 287,500 if the underwriters exercise in full their over-allotment option); or
+
+ the average weekly reported trading volume of the Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
+
+ Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.
+
+ Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies
+
+ Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:
+
+ the issuer of the securities that was formerly a shell company has ceased to be a shell company;
+
+ the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
+
+ the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and
+
+ at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
+
+ As a result, our initial stockholders will be able to sell their founder shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination.
+
+ Registration Rights
+
+ The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and any Class A common stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering, requiring us to register such securities and any other securities of the company acquired by them prior to the consummation of our initial business combination for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
+
+ Listing of Securities
+
+ We have applied to have our units listed on the NYSE under the symbol FST.U commencing on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on the NYSE under the symbols FST and FST WS, respectively.
+
+ 
+
+ 127
+
+ 
+ U.S. FEDERAL INCOME TAX CONSIDERATIONS
+
+ The following is a discussion of certain material U.S. federal income tax consequences of the acquisition, ownership and disposition of our units, shares of Class A common stock and warrants, which we refer to collectively as our securities. Because the components of a unit are separable at the option of the holder, the holder of a unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying Class A common stock and one-half of one redeemable warrant components of the unit, as the case may be. As a result, the discussion below with respect to actual holders of Class A common stock and warrants should also apply to holders of units (as the deemed owners of the underlying Class A common stock and warrants that comprise the units). 
+
+ This discussion is limited to certain U.S. federal income tax considerations to beneficial owners of our securities who are initial purchasers of a unit pursuant to this offering and hold the unit and each component of the unit as a capital asset within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the Code ). This discussion assumes that the Class A common stock and warrants will trade separately and that any distributions made (or deemed made) by us on our Class A common stock and any consideration received (or deemed received) by a holder in consideration for the sale or other disposition of our securities will be in U.S. dollars. 
+
+ This summary is based upon U.S. federal income tax laws as of the date of this prospectus, which is subject to change or differing interpretations, possibly with retroactive effect. This discussion is a summary only and does not describe all of the tax consequences that may be relevant to you in light of your particular circumstances, including but not limited to the alternative minimum tax, the Medicare tax on certain net investment income and the different consequences that may apply if you are subject to special rules that apply to certain types of investors, including but not limited to: 
+
+ financial institutions or financial services entities; 
+
+ broker-dealers; 
+
+ governments or agencies or instrumentalities thereof; 
+
+ regulated investment companies; 
+
+ real estate investment trusts; 
+
+ expatriates or former long-term residents of the United States; 
+
+ persons that actually or constructively own five percent or more (by vote or value) of our shares; 
+
+ persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;
+
+ insurance companies; 
+
+ dealers or traders subject to a mark-to-market method of accounting with respect to the securities; 
+
+ persons holding the securities as part of a straddle, constructive sale, hedge, conversion or other integrated or similar transaction; 
+
+ U.S. holders (as defined below) whose functional currency is not the U.S. dollar; 
+
+ partnerships (or entities or arrangements classified as partnerships or other pass-through entities for U.S. federal income tax purposes) and any beneficial owners of such partnerships;
+
+ tax-exempt entities;
+
+ controlled foreign corporations; and
+
+ passive foreign investment companies. 
+
+ 
+
+ 128
+
+ 
+ If a partnership (including an entity or arrangement treated as a partnership or other pass-thru entity for U.S. federal income tax purposes) holds our securities, the tax treatment of a partner, member or other beneficial owner in such partnership will generally depend upon the status of the partner, member or other beneficial owner, the activities of the partnership and certain determinations made at the partner, member or other beneficial owner level. If you are a partner, member or other beneficial owner of a partnership holding our securities, you are urged to consult your tax advisor regarding the tax consequences of the acquisition, ownership and disposition of our securities.
+
+ This discussion is based on the Code, and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations as of the date hereof, which are subject to change, possibly on a retroactive basis, and changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein. This discussion does not address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than income taxes (such as gift and estate taxes). 
+
+ We have not sought, and do not expect to seek, a ruling from the U.S. Internal Revenue Service (the IRS ) as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion. You are urged to consult your tax advisor with respect to the application of U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction. 
+
+ THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES. EACH PROSPECTIVE INVESTOR IN OUR SECURITIES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL NON-INCOME, STATE, LOCAL, AND NON-U.S. TAX LAWS.
+
+ Personal Holding Company Status 
+
+ We could be subject to a second level of U.S. federal income tax on a portion of our income if we are determined to be a personal holding company, or PHC, for U.S. federal income tax purposes. A U.S. corporation generally will be classified as a PHC for U.S. federal income tax purposes in a given taxable year if (i) at any time during the last half of such taxable year, five or fewer individuals (without regard to their citizenship or residency and including as individuals for this purpose certain entities such as certain tax-exempt organizations, pension funds and charitable trusts) own or are deemed to own (pursuant to certain constructive ownership rules) more than 50% of the stock of the corporation by value and (ii) at least 60% of the corporation s adjusted ordinary gross income, as determined for U.S. federal income tax purposes, for such taxable year consists of PHC income (which includes, among other things, dividends, interest, certain royalties, annuities and, under certain circumstances, rents). 
+
+ Depending on the date and size of our initial business combination, it is possible that at least 60% of our adjusted ordinary gross income may consist of PHC income,. In addition, depending on the concentration of our stock in the hands of individuals, including the members of our sponsor and certain tax-exempt organizations, pension funds and charitable trusts, it is possible that more than 50% of our stock may be owned or deemed owned (pursuant to the constructive ownership rules) by such persons during the last half of a taxable year. Thus, no assurance can be given that we will not be a PHC following this offering or in the future. If we are or were to become a PHC in a given taxable year, we would be subject to an additional PHC tax, currently imposed at a rate of 20%, on our undistributed PHC income, which generally includes our taxable income, subject to certain adjustments. 
+
+ Allocation of Purchase Price and Characterization of a Unit 
+
+ No statutory, administrative or judicial authority directly addresses the treatment of a unit or any instrument similar to a unit for U.S. federal income tax purposes and, therefore, that treatment is not entirely clear. The acquisition of a unit should be treated for U.S. federal income tax purposes as the acquisition of one share of our Class A common stock and one-half of one warrant to acquire one share of our Class A common stock. For U.S. federal income tax purposes, each holder of a unit must allocate the purchase price paid by such holder for such unit between the one share of Class A common stock and the one-half of one warrant based on the relative fair market value of each at the time of issuance. Under U.S. federal income tax law, each investor must make his or her own determination of such value based on all the relevant facts and circumstances. Therefore, we strongly urge each investor to consult his or 
+
+ 
+
+ 129
+
+ 
+ her tax advisor regarding the determination of value for these purposes. The price allocated to each share of Class A common stock and the one-half of one warrant should be the stockholder s tax basis in such share or warrant, as the case may be. Any disposition of a unit should be treated for U.S. federal income tax purposes as a disposition of the share of Class A common stock and one-half of one warrant comprising the unit, and the amount realized on the disposition should be allocated between the share of Class A common stock and the one-half of one warrant based on their respective relative fair market values (as determined by each such unit holder based on all the relevant facts and circumstances) at the time of disposition. The separation of shares of Class A common stock and warrants comprising units and the combination of two halves of warrants into a single warrant should not be a taxable event for U.S. federal income tax purposes. 
+
+ The foregoing treatment of the units, shares of Class A common stock and warrants and a holder s purchase price allocation are not binding on the IRS or the courts. Because there are no authorities that directly address instruments that are similar to the units, no assurance can be given that the IRS or the courts will agree with the characterization described above or the discussion below. Accordingly, each prospective investor is urged to consult its own tax advisors regarding the tax consequences of an investment in a unit (including alternative characterizations of a unit). The balance of this discussion assumes that the characterization of the units described above will be respected for U.S. federal income tax purposes. 
+
+ U.S. Holders 
+
+ This section applies to you if you are a U.S. holder. A U.S. holder is a beneficial owner of our units, shares of Class A common stock or warrants who or that is, for U.S. federal income tax purposes: 
+
+ an individual who is a citizen or resident of the United States; 
+
+ a corporation (or other entity taxable as a corporation) organized in or under the laws of the United States, any state thereof or the District of Columbia; 
+
+ an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or 
+
+ a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury Regulations to be treated as a United States person. 
+
+ Taxation of Distributions. If we pay distributions in cash or other property (other than certain distributions of our stock or rights to acquire our stock) to U.S. holders of shares of our Class A common stock, such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder s adjusted tax basis in our Class A common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Class A common stock and will be treated as described under U.S. Holders Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock and Warrants below. 
+
+ Dividends we pay to a U.S. holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. holder may constitute qualified dividend income that will be subject to tax at the maximum tax rate accorded to long-term capital gains. It is unclear whether the redemption rights with respect to the Class A common stock described in this prospectus may prevent a U.S. holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be. If the holding period requirements are not satisfied, then a corporation may not be able to qualify for the dividends received deduction and would have taxable income equal to the entire dividend amount, and non-corporate U.S. holders may be subject to tax on such dividend at regular ordinary income tax rates instead of the preferential rate that applies to qualified dividend income. 
+
+ 
+
+ 130
+
+ 
+ Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock and Warrants. Upon a sale or other taxable disposition of our Class A common stock or warrants (which, in general, would include a redemption of Class A common stock or warrants that is treated as a sale of such securities as described below, including as a result of a dissolution and liquidation in the event we do not consummate an initial business combination within the required time period), a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. holder s adjusted tax basis in the Class A common stock or warrants. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder s holding period for the Class A common stock or warrants so disposed of exceeds one year. It is unclear, however, whether the redemption rights with respect to the Class A common stock described in this prospectus may suspend the running of the applicable holding period for this purpose. If the running of the holding period for the Class A common stock is suspended, then non-corporate U.S. holders may not be able to satisfy the one-year holding period requirement for long-term capital gain treatment, in which case any gain on a sale or taxable disposition of the shares would be subject to short-term capital gain treatment and would be taxed at regular ordinary income tax rates. Long-term capital gains recognized by non-corporate U.S. holders may be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. 
+
+ Generally, the amount of gain or loss recognized by a U.S. holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition (or, if the Class A common stock or warrants are held as part of units at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the Class A common stock or the warrants based upon the then relative fair market values of the Class A common stock and the warrants included in the units) and (ii) the U.S. holder s adjusted tax basis in its Class A common stock or warrants so disposed of. A U.S. holder s adjusted tax basis in its Class A common stock or warrants generally will equal the U.S. holder s acquisition cost (that is, as discussed above, the portion of the purchase price of a unit allocated to a share of Class A common stock or one-half of one warrant or, as discussed below, the U.S. holder s initial basis for Class A common stock received upon exercise of warrants) less, in the case of a share of Class A common stock, any prior distributions treated as a return of capital. 
+
+ Redemption of Class A Common Stock. In the event that a U.S. holder s Class A common stock is redeemed pursuant to the redemption provisions described in this prospectus under the section of this prospectus entitled Description of Securities Common Stock or if we purchase a U.S. holder s Class A common stock in an open market transaction (such open market purchase of Class A common stock by us is referred to as a redemption for the remainder of this discussion), the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of Class A common stock under Section 302 of the Code. If the redemption qualifies as a sale of Class A common stock, the U.S. holder will be treated as described under U.S. Holders Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock and Warrants above. If the redemption does not qualify as a sale of Class A common stock, the U.S. holder will be treated as receiving a corporate distribution with the tax consequences described above under U.S. Holders Taxation of Distributions. Whether a redemption qualifies for sale treatment will depend largely on the total number of shares of our stock treated as held by the U.S. holder (including any stock constructively owned by the U.S. holder as a result of owning warrants) relative to all of our shares outstanding both before and after the redemption. The redemption of Class A common stock generally will be treated as a sale of the Class A common stock (rather than as a corporate distribution) if the redemption (i) is substantially disproportionate with respect to the U.S. holder, (ii) results in a complete termination of the U.S. holder s interest in us or (iii) is not essentially equivalent to a dividend with respect to the U.S. holder. These tests are explained more fully below. 
+
+ In determining whether any of the foregoing tests are satisfied, a U.S. holder takes into account not only stock actually owned by the U.S. holder, but also shares of our stock that are constructively owned by it. A U.S. holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. holder has an interest or that have an interest in such U.S. holder, as well as any stock the U.S. holder has a right to acquire by exercise of an option, which would generally include Class A common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our outstanding voting stock actually and constructively owned by the U.S. holder immediately following the redemption of Class A common stock must, among other requirements, be less than 80% of the percentage of our outstanding voting stock actually and constructively owned by the U.S. holder immediately before the redemption. There will be a complete termination of a U.S. holder s interest if either (i) all of the shares of our stock actually and constructively owned by the U.S. holder are redeemed or (ii) all of the shares of our stock actually owned by the U.S. holder are redeemed and the U.S. holder is eligible to waive, and effectively waives in accordance with specific rules, 
+
+ 
+
+ 131
+
+ 
+ the attribution of stock owned by certain family members and the U.S. holder does not constructively own any other shares of our stock (including any stock constructively owned by the U.S. holder as a result of owning warrants). The redemption of the Class A common stock will not be essentially equivalent to a dividend if a U.S. holder s redemption results in a meaningful reduction of the U.S. holder s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. holder s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a meaningful reduction. A U.S. holder should consult with its own tax advisors as to the tax consequences of a redemption. 
+
+ If none of the foregoing tests is satisfied, then the redemption of any Class A common stock will be treated as a corporate distribution and the tax effects will be as described under U.S. Holders Taxation of Distributions, above. After the application of those rules, any remaining tax basis of the U.S. holder in the redeemed Class A common stock will be added to the U.S. holder s adjusted tax basis in its remaining stock, or, if it has none, to the U.S. holder s adjusted tax basis in its warrants or possibly in other stock constructively owned by it. 
+
+ Exercise, Lapse or Redemption of a Warrant. A U.S. holder generally will not recognize taxable gain or loss on the acquisition of our Class A common stock upon exercise of a warrant for cash. The U.S. holder s tax basis in the share of our Class A common stock received upon exercise of the warrant generally will be an amount equal to the sum of the U.S. holder s initial investment in the warrant (i.e., the portion of the U.S. holder s purchase price for a unit that is allocated to the warrant, as described above under Allocation of Purchase Price and Characterization of a Unit ) and the exercise price. It is unclear whether the U.S. holder s holding period for the Class A common stock received upon exercise of the warrants will begin on the date following the date of exercise or on the date of exercise of the warrants; in either case, the holding period will not include the period during which the U.S. holder held the warrants. If a warrant is allowed to lapse unexercised, a U.S. holder generally will recognize a capital loss equal to such holder s tax basis in the warrant. 
+
+ The tax consequences of a cashless exercise of a warrant are not clear under current tax law. A cashless exercise may not be taxable, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation, a U.S. holder s basis in the Class A common stock received would equal the holder s basis in the warrants exercised therefor. If the cashless exercise were treated as not being a realization event, it is unclear whether a U.S. holder s holding period in the Class A common stock would be treated as commencing on the date following the date of exercise or on the date of exercise of the warrant; in either case, the holding period would not include the period during which the U.S. holder held the warrants. If the cashless exercise were treated as a recapitalization, the holding period of the Class A common stock would include the holding period of the warrants exercised therefor. 
+
+ It is also possible that a cashless exercise could be treated as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. holder could be deemed to have surrendered a number of warrants equal to the number of shares of Class A common stock having a value equal to the exercise price for the total number of warrants to be exercised. The U.S. holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the Class A common stock received in respect of the warrants deemed surrendered and the U.S. holder s tax basis in the warrants deemed surrendered. In this case, a U.S. holder s tax basis in the Class A common stock received would equal the sum of the U.S. holder s initial investment in the warrants exercised (i.e., the portion of the U.S. holder s purchase price for the units that is allocated to the warrant, as described above under Allocation of Purchase Price and Characterization of a Unit ) and the exercise price of such warrants. It is unclear whether a U.S. holder s holding period for the Class A common stock would commence on the date following the date of exercise or on the date of exercise of the warrant; in either case, the holding period would not include the period during which the U.S. holder held the warrant. 
+
+ Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, including when a U.S. holder s holding period would commence with respect to the Class A common stock received, there can be no assurance regarding which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. holders should consult their tax advisors regarding the tax consequences of a cashless exercise. 
+
+ 
+
+ 132
+
+ 
+ If we redeem warrants for cash pursuant to the redemption provisions described in the section of this prospectus entitled Description of Securities Warrants Public Stockholders Warrants or if we purchase warrants in an open market transaction, such redemption or purchase generally will be treated as a taxable disposition to the U.S. holder, taxed as described above under U.S. Holders Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock and Warrants. 
+
+ Possible Constructive Distributions. The terms of each warrant provide for an adjustment to the number of shares of Class A common stock for which the warrant may be exercised or to the exercise price of the warrant in certain events, as discussed in the section of this prospectus entitled Description of Securities Warrants Public Stockholders Warrants. An adjustment which has the effect of preventing dilution generally is not taxable. The U.S. holders of the warrants would, however, be treated as receiving a constructive distribution from us if, for example, the adjustment increases the warrant holders proportionate interest in our assets or earnings and profits (for example, through an increase in the number of shares of Class A common stock that would be obtained upon exercise or through a decrease in the exercise price of the warrant), which adjustment may be made as a result of a distribution of cash or other property, such as other securities, to the holders of shares of our Class A common stock, or as a result of the issuance of a stock dividend to holders of shares of our Class A common stock, in each case, which is taxable to the holders of such shares as a distribution. Such constructive distribution would be subject to tax as described under U.S. Holders Taxation of Distributions in the same manner as if the U.S. holders of the warrants received a cash distribution from us equal to the fair market value of such increased interest. 
+
+ Information Reporting and Backup Withholding. In general, information reporting requirements may apply to dividends paid to a U.S. holder and to the proceeds of the sale or other disposition of our units, shares of Class A common stock and warrants, unless the U.S. holder is an exempt recipient. Backup withholding may apply to such payments if the U.S. holder fails to provide a taxpayer identification number, a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn). 
+
+ Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit against a U.S. holder s U.S. federal income tax liability and may entitle such holder to a refund, provided the required information is timely furnished to the IRS. 
+
+ Non-U.S. Holders 
+
+ This section applies to you if you are a Non-U.S. holder. As used herein, the term Non-U.S. holder means a beneficial owner of our units, Class A common stock or warrants who or that is for U.S. federal income tax purposes: 
+
+ a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax as expatriates); 
+
+ a foreign corporation; or 
+
+ an estate or trust that is not a U.S. holder; 
+
+ but generally does not include an individual who is present in the United States for 183 days or more in the taxable year of the disposition of our units, Class A common stock or warrants. If you are such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of the acquisition, ownership or sale or other disposition of our securities. 
+
+ Taxation of Distributions. In general, any distributions (including constructive distributions) we make to a Non-U.S. holder of shares of our Class A common stock, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. holder s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). In the case of any constructive dividend, it is possible that this tax would be withheld from any amount owed to a Non-U.S. holder by us or the applicable withholding agent, including cash distributions on other property or sale proceeds from warrants or other property subsequently paid or credited to such holder. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. holder s adjusted tax basis in its shares of our Class A common stock and, to the extent such distribution exceeds the Non-U.S. holder s adjusted 
+
+ 
+
+ 133
+
+ 
+ tax basis, as gain realized from the sale or other disposition of the Class A common stock, which will be treated as described under Non-U.S. Holders Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock and Warrants below. In addition, if we determine that we are likely to be classified as a United States real property holding corporation (see Non-U.S. Holders Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock and Warrants below), we generally will withhold 15% of any distribution that exceeds our current and accumulated earnings and profits. 
+
+ The withholding tax generally does not apply to dividends paid to a Non-U.S. holder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. holder s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. federal income tax as if the Non-U.S. holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. A corporate Non-U.S. holder receiving effectively connected dividends may also be subject to an additional branch profits tax imposed at a rate of 30% (or a lower applicable treaty rate). 
+
+ Exercise, Lapse or Redemption of a Warrant. The U.S. federal income tax treatment of a Non-U.S. holder s exercise of a warrant, or the lapse of a warrant held by a Non-U.S. holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant by a U.S. holder, as described under U.S. Holders Exercise, Lapse or Redemption of a Warrant above, although to the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described below in Non-U.S. Holders Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock and Warrants. 
+
+ The characterization for U.S. federal income tax purposes of the redemption of the Non-U.S. holder s warrants generally will correspond to the U.S. federal income tax treatment of such a redemption of a U.S. holder s warrants, as described under U.S. Holders Exercise, Lapse or Redemption of a Warrant above, and the consequences of the redemption to the Non-U.S. holder will be as described below under the heading Non-U.S. Holders Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock and Warrants depending on such characterization.
+
+ Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock and Warrants. A Non-U.S. holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of our Class A common stock, which would include a dissolution and liquidation in the event we do not complete an initial business combination within the required time period, or warrants (including an expiration or redemption of our warrants), in each case without regard to whether those securities were held as part of a unit, unless: 
+
+ the gain is effectively connected with the conduct by the Non-U.S. holder of a trade or business within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. holder); or 
+
+ we are or have been a United States real property holding corporation for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held our Class A common stock, and, in the case where shares of our Class A common stock are regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, more than 5% of our Class A common stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. holder s holding period for the shares of our Class A common stock. There can be no assurance that our Class A common stock will be treated as regularly traded on an established securities market for this purpose. 
+
+ Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. holder were a U.S. resident. Any gains described in the first bullet point above of a Non-U.S. holder that is a foreign corporation may also be subject to an additional branch profits tax imposed at a 30% rate (or lower treaty rate). 
+
+ If the second bullet point above applies to a Non-U.S. holder, gain recognized by such holder on the sale, exchange or other disposition of our Class A common stock or warrants will be subject to tax at generally applicable U.S. federal income tax rates. In addition, a buyer of our Class A common stock or warrants from such holder may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon such disposition. We cannot determine whether we will be a United States real property holding corporation in the future until we complete an 
+
+ 
+
+ 134
+
+ 
+ initial business combination. We will be classified as a United States real property holding corporation if the fair market value of our United States real property interests equals or exceeds 50% of the sum of the fair market value of our worldwide real property interests plus our other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. 
+
+ Redemption of Class A Common Stock. The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. holder s Class A common stock pursuant to the redemption provisions described in the section of this prospectus entitled Description of Securities Common Stock generally will correspond to the U.S. federal income tax characterization of such a redemption of a U.S. holder s Class A common stock, as described under U.S. Holders Redemption of Class A Common Stock above, and the consequences of the redemption to the Non-U.S. holder will be as described above under Non-U.S. Holders Taxation of Distributions and Non-U.S. Holders Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock and Warrants, as applicable. Because it may not be certain at the time a Non-U.S. holder is redeemed whether such Non-U.S. holder s redemption will be treated as a sale of shares or a distribution constituting a dividend, and because such determination will depend in part on a Non-U.S. holder s particular circumstances, we or the applicable withholding agent may not be able to determine whether (or to what extent) a Non-U.S. holder is treated as receiving a dividend for U.S. federal income tax purposes. Therefore, we or the applicable withholding agent may withhold tax at a rate of 30% on the gross amount of any consideration paid to a Non-U.S. holder in redemption of such Non-U.S. holder s Class A common stock unless special procedures are available to Non-U.S. holders to certify that they are entitled to exemptions from, or reductions in, such withholding tax. However, there can be no assurance that such special certification procedures will be available. A Non-U.S. holder generally may obtain a refund of any such excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances.
+
+ Possible Constructive Distributions. The terms of each warrant provide for an adjustment to the number of shares of Class A common stock for which the warrant may be exercised or to the exercise price of the warrant in certain events, as discussed in the section of this prospectus entitled Description of Securities Warrants Public Stockholders Warrants. An adjustment which has the effect of preventing dilution generally is not a taxable event. Nevertheless, a Non-U.S. holder of warrants would be treated as receiving a constructive distribution from us if, for example, the adjustment increases the holder s proportionate interest in our assets or earnings and profits (for example, through an increase in the number of shares of Class A common stock that would be obtained upon exercise or through a decrease in the exercise price of the warrants), which adjustment may be made as a result of a distribution of cash or other property, such as other securities, to the holders of shares of our Class A common stock, or as a result of the issuance of a stock dividend to holders of shares of our Class A common stock, in each case, which is taxable to such holders as a distribution. Any constructive distribution received by a Non-U.S. holder would be subject to U.S. federal income tax (including any applicable withholding) in the same manner as if such Non-U.S. holder received a cash distribution from us equal to the fair market value of such increased interest without any corresponding receipt of cash. It is possible that any withholding tax on such a constructive distribution might be satisfied by us or the applicable withholding agent through a sale of a portion of the Non-U.S. holder s shares of Class A common stock, warrants or other property held or controlled by us or the applicable withholding agent on behalf of the Non-U.S. holder or might be withheld from distributions or proceeds subsequently paid or credited to the Non-U.S. holder.
+
+ Information Reporting and Backup Withholding. Information returns will be filed with the IRS in connection with payments of dividends and the proceeds from a sale or other disposition of our units, shares of Class A common stock and warrants. A Non-U.S. holder may have to comply with certification procedures to establish that it is not a United States person in order to avoid information reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as well. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S. holder will be allowed as a credit against such holder s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS. 
+
+ FATCA Withholding Taxes. Provisions commonly referred to as FATCA impose withholding of 30% on payments of dividends (including constructive dividends) on our Class A common stock to foreign financial institutions (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by United States persons of interests in or accounts with those entities) have been satisfied by, or an 
+
+ 
+
+ 135
+
+ 
+ exemption applies to, the payee (typically certified as to by the delivery of a properly completed IRS Form W-8BEN-E). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under certain circumstances, a Non-U.S. holder might be eligible for refunds or credits of such withholding taxes, and a Non-U.S. holder might be required to file a U.S. federal income tax return to claim such refunds or credits. Thirty percent withholding under FATCA was scheduled to apply to payments of gross proceeds from the sale or other disposition of property that produces U.S.-source interest or dividends beginning on January 1, 2019, but on December 13, 2018, the IRS released proposed regulations that, if finalized in their proposed form, would eliminate the obligation to withhold on gross proceeds. Such proposed regulations also delayed withholding on certain other payments received from other foreign financial institutions that are allocable, as provided for under final Treasury Regulations, to payments of U.S.-source dividends, and other fixed or determinable annual or periodic income. Although these proposed Treasury Regulations are not final, taxpayers generally may rely on them until final Treasury Regulations are issued. Prospective investors should consult their tax advisors regarding the effects of FATCA on their investment in our securities.
+
+ 
+
+ 136
+
+ 
+ UNDERWRITING
+
+ Citigroup Global Markets Inc. and UBS Securities LLC are acting as joint bookrunners and representatives of the underwriters of this offering. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the number of units set forth opposite the underwriter s name.
+
+ 
+
+ 
+ 
+
+ Underwriter 
+
+ 
+ 
+ 
+ Number of Units 
+
+ 
+ 
+
+ 
+ 
+ Citigroup Global Markets Inc.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ UBS Securities LLC.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Odeon Capital Group, LLC.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total
+
+ 
+ 
+ 
+ 20,000,000
+
+ 
+ 
+
+ 
+ The underwriting agreement provides that the obligations of the underwriters to purchase the units included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all of the units (other than those covered by the over-allotment option described below) if they purchase any of the units.
+
+ Units sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. If all of the units are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms. The representative has advised us that the underwriters do not intend to make sales to discretionary accounts.
+
+ If the underwriters sell more units than the total number set forth in the table above, we have granted to the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to 3,000,000 additional units at the public offering price less the underwriting discount. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional units approximately proportionate to that underwriter s initial purchase commitment. Any units issued or sold under the option will be issued and sold on the same terms and conditions as the other units that are the subject of this offering.
+
+ We, our sponsor and our officers and directors have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of the representative, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any units, warrants, shares of common stock or any other securities convertible into, or exercisable, or exchangeable for, shares of common stock, subject to certain exceptions. The representative in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice. Our sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private placement warrants pursuant to the insider letters as described herein.
+
+ Our sponsor, founder, officers and directors have agreed not to transfer, assign or sell any founder shares held by them until the earlier to occur of: (1) one year after the completion of our initial business combination; or (2) the date on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction after our initial business combination that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if the last reported sales price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination (except with respect to permitted transferees as described herein under the section of this prospectus entitled Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). 
+
+ 
+
+ 137
+
+ 
+ Prior to this offering, there has been no public market for our securities. Consequently, the initial public offering price for the units was determined by negotiations between us and the representative.
+
+ Among the factors considered in determining the initial public offering price were the history and prospects of companies whose principal business is the acquisition of other companies, prior offerings of those companies, our management, our capital structure, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the units, Class A common stock or warrants will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our units, Class A common stock or warrants will develop and continue after this offering.
+
+ We have applied to have our units listed on the NYSE under the symbol FST.U commencing on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on the NYSE under the symbols FST and FST WS, respectively.
+
+ The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters over-allotment option.
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Paid by FAST Acquisition Corp. 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ No Exercise
+
+ 
+ 
+ 
+ Full Exercise 
+
+ 
+ 
+
+ 
+ 
+ Per Unit(1)
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 0.55
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 0.55
+
+ 
+ 
+
+ 
+ 
+ Total(1)
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 11,000,000
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 12,650,000
+
+ 
+ 
+
+ 
+ ____________
+(1) Includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions will be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of shares of Class A common stock sold as part of the units in this offering, as described in this prospectus.
+
+ If we do not complete our initial business combination and subsequently liquidate, the trustee and the underwriters have agreed that (i) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account upon liquidation, and (ii) that the deferred underwriters discounts and commissions will be distributed on a pro rata basis, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes to the public stockholders.
+
+ In connection with the offering, the underwriters may purchase and sell units in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the over-allotment option and stabilizing purchases, in accordance with Regulation M under the Exchange Act.
+
+ Short sales involve secondary market sales by the underwriters of a greater number of units than they are required to purchase in the offering.
+
+ Covered short sales are sales of units in an amount up to the number of units represented by the underwriters over-allotment option.
+
+ Naked short sales are sales of units in an amount in excess of the number of units represented by the underwriters over-allotment option.
+
+ Covering transactions involve purchases of units either pursuant to the over-allotment option or in the open market after the distribution has been completed in order to cover short positions.
+
+ To close a naked short position, the underwriters must purchase units in the open market after the distribution has been completed. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in the offering.
+
+ 
+
+ 138
+
+ 
+ To close a covered short position, the underwriters must purchase units in the open market after the distribution has been completed or must exercise the over-allotment option. In determining the source of units to close the covered short position, the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price at which they may purchase units through the over-allotment option.
+
+ Stabilizing transactions involve bids to purchase units so long as the stabilizing bids do not exceed a specified maximum.
+
+ Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the units. They may also cause the price of the units to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.
+
+ We estimate that the total expenses of this offering payable by us will be $1,000,000, excluding underwriting discounts and commissions. We have also agreed to pay the FINRA-related fees and expenses of the underwriters legal counsel, not to exceed $25,000.
+
+ We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.
+
+ We are not under any contractual obligation to engage any of the underwriters to provide any services for us after this offering, and have no present intent to do so. Upon consummation of this offering, the funds will be deposited into a trust account at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. However, we expect an affiliate of UBS Securities LLC will manage the funds placed in the trust account upon consummation of this offering and may therefore have an ongoing relationship with us. Additionally, any of the underwriters may introduce us to potential target businesses or assist us in raising additional capital in the future. If any of the underwriters provide services to us after this offering, we may pay such underwriter fair and reasonable fees that would be determined at that time in an arm s length negotiation; provided that no agreement will be entered into with any of the underwriters and no fees for such services will be paid to any of the underwriters prior to the date that is 90 days from the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriters compensation in connection with this offering and we may pay the underwriters of this offering or any entity with which they are affiliated a finder s fee or other compensation for services rendered to us in connection with the completion of a business combination.
+
+ Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
+
+ In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
+
+ Notice to Prospective Investors in the European Economic Area
+
+ In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state ), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date ), an offer of units described in this prospectus may not be made to the public in that relevant member state prior to the publication of a prospectus in relation to the units that has been approved by the competent authority in that relevant member state or, where appropriate, 
+
+ 
+
+ 139
+
+ 
+ approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Directive, except that, with effect from and including the relevant implementation date, an offer of our units may be made to the public in that relevant member state at any time:
+
+ (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
+
+ (b) to fewer than 100, or, if the relevant member state has implemented the relevant provisions of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the issuer for any such offer; or natural or legal persons (other than qualified investors as defined below) subject to obtaining the prior consent of the underwriters for any such offer; or
+
+ (c) in any other circumstances that do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.
+
+ Each purchaser of units described in this prospectus located within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a qualified investor within the meaning of Article 2(1)(e) of the Prospectus Directive.
+
+ For the purpose of this provision, the expression an offer of units to the public in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the units to be offered so as to enable an investor to decide to purchase or subscribe for the units, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive to the extent implemented by the relevant member state) and includes any relevant implementing measure in each relevant member state. The expression 2010 PD Amending Directive means Directive 2010/73/EU.
+
+ We have not authorized and do not authorize the making of any offer of units through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the units as contemplated in this prospectus. Accordingly, no purchaser of the units, other than the underwriters, is authorized to make any further offer of the units on behalf of us or the underwriters.
+
+ Notice to Prospective Investors in the United Kingdom
+
+ This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order ) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a relevant person ). The units are only available to, and any invitation, offer or agreement to purchase or otherwise acquire such units will be engaged in only with, relevant persons. This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.
+
+ Notice to Prospective Investors in France
+
+ Neither this prospectus nor any other offering material relating to the units described in this prospectus has been submitted to the clearance procedures of the Autorit des March s Financiers or by the competent authority of another member state of the European Economic Area and notified to the Autorit des March s Financiers. The units have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the units has been or will be:
+
+ released, issued, distributed or caused to be released, issued or distributed to the public in France; or
+
+ used in connection with any offer for subscription or sale of the units to the public in France. Such offers, sales and distributions will be made in France only:
+
+ 
+
+ 140
+
+ 
+ to qualified investors (investisseurs qualifi s) and/or to a restricted circle of investors (cercle restreint d investisseurs), in each case investing for their own account, all as defined in, and in accordance with, Article L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code mon taire et financier;
+
+ to investment services providers authorized to engage in portfolio management on behalf of third parties; or
+
+ in a transaction that, in accordance with article L.411-2-II-1 -or-2 -or 3 of the French Code mon taire et financier and article 211-2 of the General Regulations (R glement G n ral) of the Autorit des March s Financiers, does not constitute a public offer (appel public l pargne).
+
+ The units may be resold directly or indirectly, only in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code mon taire et financier.
+
+ Notice to Prospective Investors in Hong Kong
+
+ The units may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a prospectus within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the units may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to units which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
+
+ Notice to Prospective Investors in Japan
+
+ The units offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The units have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.
+
+ Notice to Prospective Investors in Singapore
+
+ This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the units may not be circulated or distributed, nor may the units be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA ), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.
+
+ Where the units are subscribed or purchased under Section 275 of the SFA by a relevant person which is
+
+ a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
+
+ a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor,
+
+ 
+
+ 141
+
+ 
+ shares, debentures and units of shares and debentures of that corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:
+
+ to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$300,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;
+
+ where no consideration is or will be given for the transfer; or
+
+ where the transfer is by operation of law.
+
+ Notice to Prospective Investors in Canada
+
+ The units may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the units must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
+
+ Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser s province or territory for particulars of these rights or consult with a legal advisor.
+
+ Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
+
+ Notice to Prospective Investors in the Dubai International Financial Centre
+
+ This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ( DFSA ). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.
+
+ Notice to Prospective Investors in Australia
+
+ No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission ( ASIC ), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the Corporations Act ), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
+
+ Any offer in Australia of the shares may only be made to persons (the Exempt Investors ) who are sophisticated investors (within the meaning of section 708(8) of the Corporations Act), professional investors (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.
+
+ 
+
+ 142
+
+ 
+ The securities applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions. This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.
+
+ Notice to Prospective Investors in Switzerland
+
+ The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ( SIX ) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the securities or the offering may be publicly distributed or otherwise made publicly available in Switzerland.
+
+ Neither this document nor any other offering or marketing material relating to the offering, the company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ( CISA ). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of securities.
+
+ 
+
+ 143
+
+ 
+ LEGAL MATTERS
+
+ White & Case LLP, New York, New York, is acting as counsel in connection with the registration of our securities under the Securities Act, and as such, will pass upon the validity of the securities offered in this prospectus. Skadden, Arps, Slate, Meagher & Flom LLP, advised the underwriters in connection with the offering of the securities.
+
+ EXPERTS
+
+ The financial statements of FAST Acquisition Corp. as of June 19, 2020 and for the period from June 4, 2020 (inception) through June 19, 2020 appearing in this prospectus have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere in this prospectus, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
+
+ WHERE YOU CAN FIND ADDITIONAL INFORMATION
+
+ We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include a description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.
+
+ Upon completion of this offering, we will be subject to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC s website at www.sec.gov.
+
+ 
+
+ 144
+
+ 
+ INDEX TO FINANCIAL STATEMENTS
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Page
+
+ 
+ 
+
+ 
+ 
+ Audited Financial Statements of FAST Acquisition Corp.:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Report of Independent Registered Public Accounting Firm
+
+ 
+ 
+ 
+ F-2
+
+ 
+ 
+
+ 
+ 
+ Balance Sheet as of June 19, 2020
+
+ 
+ 
+ 
+ F-3
+
+ 
+ 
+
+ 
+ 
+ Statement of Operations for the period from June 4, 2020 (inception) through June 19, 2020
+
+ 
+ 
+ 
+ F-4
+
+ 
+ 
+
+ 
+ 
+ Statement of Changes in Stockholder s Equity for the period from June 4, 2020 (inception) through 
+June 19, 2020
+
+ 
+ 
+ 
+ F-5
+
+ 
+ 
+
+ 
+ 
+ Statement of Cash Flows for the period from June 4, 2020 (inception) through June 19, 2020
+
+ 
+ 
+ 
+ F-6
+
+ 
+ 
+
+ 
+ 
+ Notes to Financial Statements
+
+ 
+ 
+ 
+ F-7
+
+ 
+ 
+
+ 
+ 
+
+ F-1
+
+ 
+ REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
+
+ To the Stockholder and the Board of Directors of 
+FAST Acquisition Corp.
+
+ Opinion on the Financial Statements
+
+ We have audited the accompanying balance sheet of FAST Acquisition Corp. (the Company ) as of June 19, 2020, the related statements of operations, changes in stockholder s equity and cash flows for the period from June 4, 2020 (inception) through June 19, 2020, and the related notes (collectively referred to as the financial statements ). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 19, 2020, and the results of its operations and its cash flows for the period from June 4, 2020 (inception) through June 19, 2020, in conformity with accounting principles generally accepted in the United States of America.
+
+ Basis for Opinion
+
+ These financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on the Company s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ( PCAOB ) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 
+
+ We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting. Accordingly, we express no such opinion.
+
+ Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
+
+ /s/ WithumSmith+Brown, PC
+
+ We have served as the Company s auditor since 2020.
+
+ New York, New York
+
+ August 4, 2020 
+
+ 
+
+ F-2
+
+ 
+ FAST ACQUISITION CORP.
+
+ BALANCE SHEET
+JUNE 19, 2020
+
+ 
+
+ 
+ 
+
+ Assets:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Current assets: Cash
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 25,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Deferred offering costs associated with proposed public offering
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 55,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total assets
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 80,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Liabilities and Stockholder s Equity:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Current liabilities:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accounts payable
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 728 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accrued expenses
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 55,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total current liabilities
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 55,728 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Commitments and Contingencies
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Stockholder s Equity:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Class A common stock, $0.0001 par value; 380,000,000 shares authorized; none issued and outstanding
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares 
+issued and outstanding(1)(2)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 575 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Additional paid-in capital
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 24,425 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accumulated deficit
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (728
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ Total stockholder s equity
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 24,272 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total Liabilities and Stockholder s Equity
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 80,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ ____________
+(1) This number includes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
+
+ (2) The share amounts have been retroactively restated to reflect the share capitalization on August 4, 2020, resulting in 5,750,000 Class B common stock outstanding (see Note 4).
+
+ The accompanying notes are an integral part of these financial statements.
+
+ 
+
+ F-3
+
+ 
+ FAST ACQUISITION CORP.
+
+ STATEMENT OF OPERATIONS
+For the period from June 4, 2020 (inception) through June 19, 2020
+
+ 
+
+ 
+ 
+
+ General and administrative costs
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 728 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (728
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Weighted average shares outstanding, basic and diluted(1)(2)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 5,000,000
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Basic and diluted net loss per share
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (0.00
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ ____________
+(1) This number excludes an aggregate of up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
+
+ (2) The share amounts have been retroactively restated to reflect the share capitalization on August 4, 2020, resulting in 5,750,000 Class B common stock outstanding (see Note 4).
+
+ The accompanying notes are an integral part of these financial statements.
+
+ 
+
+ F-4
+
+ 
+ FAST ACQUISITION CORP.
+
+ STATEMENT OF CHANGES IN STOCKHOLDER S EQUITY
+For the period from June 4, 2020 (inception) through June 19, 2020
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Common Stock
+
+ 
+ 
+ 
+ Additional
+Paid-In
+Capital
+
+ 
+ 
+ 
+ Accumulated 
+Deficit
+
+ 
+ 
+ 
+ Total 
+Stockholder s
+Equity
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Class A
+
+ 
+ 
+ 
+ Class B
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Shares
+
+ 
+ 
+ 
+ Amount
+
+ 
+ 
+ 
+ Shares
+
+ 
+ 
+ 
+ Amount
+
+ 
+ 
+ 
+
+ 
+ 
+ Balance June 4, 2020 (inception)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Issuance of Class B common stock to Sponsor(1)(2)
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 5,750,000
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 575
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 24,425
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (728
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (728
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ Balance June 19, 2020
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 5,750,000 
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 575
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 24,425
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (728
+
+ 
+ 
+ )
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 24,272 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ ____________
+(1) This number includes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
+
+ (2) The share amounts have been retroactively restated to reflect the share capitalization on August 4, 2020, resulting in 5,750,000 Class B common stock outstanding (see Note 4).
+
+ The accompanying notes are an integral part of these financial statements.
+
+ 
+
+ F-5
+
+ 
+ FAST ACQUISITION CORP.
+
+ STATEMENT OF CASH FLOWS
+For the period from June 4, 2020 (inception) through June 19, 2020
+
+ 
+
+ 
+ 
+
+ Cash Flows from Operating Activities:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ (728
+
+ 
+ 
+ )
+
+ 
+ 
+
+ 
+ 
+ Changes in operating assets and liabilities:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accounts payable
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 728 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net cash used in operating activities
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cash Flows from Financing Activities:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Proceeds from issuance of Class B common stock to Sponsor
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net cash provided by financing activities
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net increase in cash
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cash beginning of the period
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cash end of the period
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 25,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Supplemental disclosure of noncash activities:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Deferred offering costs included in accrued expenses
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 55,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ The accompanying notes are an integral part of these financial statements.
+
+ 
+
+ F-6
+
+ 
+ FAST ACQUISITION CORP.
+
+ NOTES TO FINANCIAL STATEMENTS
+
+ Note 1 Description of Organization, Business Operations and Basis of Presentation
+
+ FAST Acquisition Corp. (the Company ) is a blank check company incorporated in Delaware on June 4
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001816048_otonomo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001816048_otonomo_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8921b2e7fc4521d2edc18c240f5864386488ec6b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001816048_otonomo_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: common stock are to our Class A common stock and our Class B common stock, collectively; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); management or our management team are to our officers and directors; private placement warrants are to the warrants initially issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor (or permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination; sponsor are to Software Acquisition Holdings II LLC, a Delaware limited liability company affiliated with Jonathan Huberman, our Chairman, Chief Executive Officer and Chief Financial Officer, Mike Nikzad, our Vice President of Acquisitions and Andrew Nikou, one of our director nominees; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; and we, us, company or our company are to Software Acquisition Group Inc. II Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. 1 Overview We are a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any stage of its corporate evolution or in any industry or sector, we intend to focus our search on software companies, especially those targeting enterprise vertical sectors owned by private equity and venture capital firms as well as corporate carve-outs. Our management team has had significant success sourcing, acquiring, growing and monetizing these types of companies. We believe this experience makes us well suited to identify, source, negotiate and execute an initial business combination with the ultimate goal of pursuing attractive risk-adjusted returns for our shareholders. Management Team and Board of Directors We believe our management team is well positioned to identify and evaluate businesses within the technology industry that would benefit from being a public company and from access to our expertise. We believe we can achieve this mission by utilizing our team s extensive experience in growing and operating software companies as well as our broad network of contacts in the technology sector. Jonathan Huberman, our Chairman, Chief Executive Officer and Chief Financial Officer, has over 25 years of high-tech business leadership experience. He is currently the Chairman, Chief Executive Officer and Chief Financial Officer of Software Acquisition Group Inc. (NASDAQ:SAQN), which we refer to throughout this prospectus as SAQN, a blank check company which raised an aggregate of $149.5 million in its initial public offering (including exercise of the over-allotment option) in November 2019, which in August 2020 announced that it had entered into a definitive agreement with respect to its initial business combination with CuriosityStream, Inc., or CuriosityStream, a global streaming media service that provides factual content on demand, which is currently expected to close in the 4th quarter of 2020. From 2017 to 2019 Mr. Huberman was Chief Executive Officer of Ooyala ( Ooyala ), a provider of media workflow automation, delivery and monetization solutions, which he and Mike Nikzad, our Vice President of Acquisitions and director nominee, acquired from Telstra in 2018. Together with Mr. Nikzad, they turned around an underperforming company and sold Ooyala s three core business units to Invidi Technologies, Brightcove (NASDA:BCOV) and Dalet (EPA: DLT), major players in the same sector. Previously, Mr. Huberman served as the Chief Executive Officer of Syncplicity, a SaaS enterprise data management company, which he sourced and acquired from EMC and engineered an exit to Axway (EPA: AXW). Prior to this, Mr. Huberman was the Chief Executive Officer of Tiburon, an enterprise software company serving the public safety sector which he sold to Tritech Systems, and before that he was the Chief Executive Officer at Iomega Corporation (NYSE: IOM), a consumer and distributed enterprise storage solutions provider. After Iomega was acquired by EMC Corporation in 2008, Mr. Huberman served as President of the Consumer and Small Business Division of EMC. In addition to his experience leading turnarounds and exits at five technology companies, Mr. Huberman spent nine years as an investor for the Bass Family interests where he led investments in private and public companies. He also had senior roles leading the operations of the technology investments of the Gores Group and Skyview Capital. Mike Nikzad, our Vice President of Acquisitions and a director nominee, has over two decades of business leadership experience in software, technology and consumer electronics companies, where he has worked on numerous corporate turnarounds and exits. He is currently the Vice President of Acquisitions and a Director of SAQN. Mr. Nikzad was President and Chief Operating Officer at Ooyala until its sale. Prior to Ooyala, in the last five years Mr. Nikzad has held C-suite positions and led company operations at Syncplicity, a SaaS enterprise data management company, and NewNet Communication Technologies, a telecommunications company, as well as serving as an Operating Partner at SilverStream Capital. Prior to this, he also held management and executive positions in EMC Corp s (NYSE: EMC) Consumer and Small Business division and at Iomega Corporation, a consumer and distributed enterprise storage solutions provider. Our board of directors will also include Andrew Nikou, Founder and Chief Executive Officer of OpenGate Capital Management, LLC ( OpenGate ), a global private equity firm specializing in the acquisition and operation of businesses to create new value through operational improvements, innovation and growth; C. Matthew Olton, the Senior Vice President, Strategy and Corporate Development at Tenable Holdings, Inc. (NASDAQ:TENB), a cyber exposure protection provider and previously Senior Vice President, Corporate Development and Ventures, 2 at Symantec Corporation (NASDAQ:SYMC).; Stephanie Davis, a Senior Client Partner at Korn Ferry where she leads the Private Equity/Technology practice in North America and is a member of the Chief Executive Officer & Board practices; Steven Guggenheimer, a Corporate Vice President of Microsoft Corporation (NASDAQ: MSFT) responsible for its artificial intelligence business as well as Microsoft s engagement with its independent software vendor partners; and Dr. Peter H. Diamandis, Founder and Executive Chairman of the XPRIZE Foundation, which designs and operates large-scale incentive competitions and the Executive Founder and Director of Singularity University, a global learning and innovation community. Each of our director nominees is a director of SAQN. Past performance of our management team and its affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate, or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team or its affiliates as indicative of our future performance. In addition, for a list of members of our management team and entities for which a conflict of interest may or does exist between such persons and the company, as well as the priority that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under Management Conflicts of Interest . Business Strategy Our business strategy is to leverage our management team s industry knowledge, strategic vision, operational expertise and business connections built up over decades in the technology industry in combination with the resources available to the sponsor and its affiliates to identify and complete our initial business combination with a company that our management and Board believes has compelling potential for value creation through our involvement. Mr. Huberman and Mr. Nikzad, with the support of Mr. Nikou, will leverage their partnership, investment experience, deep network and technology industry expertise to identify and generate attractive acquisition opportunities among lower middle-market software companies. Our management team has experience in: Operating companies, setting and changing strategies, and identifying, mentoring and recruiting exceptional talent; Developing and growing companies, both organically and through strategic transactions and acquisitions, and expanding the product range and geographic footprint of a number of target businesses; Investing in private and public technology companies to accelerate their growth and maturation; Sourcing, structuring, acquiring, and selling businesses; Accessing the capital markets; and Fostering relationships with sellers, capital providers and target management teams. Business Combination Criteria Our business combination criteria will not be limited to a particular industry or geographic sector, however, given the experience of our management team and board, we intend to focus our search on software companies with an enterprise value of approximately $300 million to $750 million. We have identified the following general criteria and guidelines that we believe are consistent with our acquisition philosophy and our management s experience, and that we believe are important in evaluating prospective business combination opportunities. We intend to use these criteria and guidelines to evaluate business combination opportunities, but we may decide to consummate our initial business combination with a target business that does not meet one or more of these criteria and guidelines. Large and growing market. We will focus on investments in industry segments that we believe demonstrate attractive long-term growth prospects and reasonable overall size or potential; Attractive, inherently profitable business with high operating leverage. We will seek to invest in companies that we believe possess not only established business models and sustainable competitive advantages, but also inherently profitable unit economics; 3 Strong management teams. We will spend significant time assessing a company s leadership and personnel and evaluating what we can do to augment and/or upgrade the team over time if needed; Opportunity for operational improvements. We will seek to identify businesses that we believe are stable but at an inflection point and would benefit from our ability to drive improvements in the company s processes, go-to-market strategy, product or service offering, sales and marketing efforts, geographical presence and/or leadership team; Differentiated products or services. We will evaluate metrics such as recurring revenues, product life cycle, cohort consistency, pricing per product or customer, cross-sell success and churn rates to focus on businesses whose products or services are differentiated or where we see an opportunity to create value by implementing best practices; Compelling growth prospects. We view growth as an important driver of value and will seek companies whose growth potential can generate meaningful upside; Limited technology risk. We will seek to invest in companies that have established market-tested product or service offerings; Appropriate valuations. We will seek to be a disciplined and valuation-centric investor that will invest on terms that we believe provide significant upside potential with limited downside risk; and Benefit from Being a Public Company. We intend to pursue a business combination with a company that we believe will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we find an opportunity that has characteristics more compelling to us than the characteristics described above, we would pursue such opportunity. Competitive Strengths We intend to leverage the following sources of competitive strength in seeking to achieve our business strategy: Management team s industry knowledge and contacts. Deal flow and business development resources available to our sponsor and its affiliates. Management team s experience and reputation in sourcing opportunities. Extensive relationships within the private equity community (a likely source of deal flow). Management team s demonstrated ability to create value for their shareholders. Strong track record of operational excellence. Our Acquisition, Investment and Post-Closing Process In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things: an analysis of overall industry and competitive conditions, a review of historical financial and operating data, meetings with incumbent management and employees, interaction with third-parties who are industry experts, on-site inspection of facilities and assets, discussion with customers and suppliers, legal and other reviews as we deem appropriate. We will also utilize the expertise of our management team and our sponsor s and its affiliates resources in analyzing and evaluating operating plans, financial projections and determining the appropriate return expectations given the risk profile of the target business as well as the suitability of the target to become a public company. 4 We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors or OpenGate (including any investment vehicle advised by OpenGate or its affiliates), subject to certain approvals and consents. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers, directors or OpenGate (including any investment vehicle advised by OpenGate or its affiliates), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders fairness opinions that our initial business combination is fair to us from a financial point of view. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act . Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Our Business Combination Process Members of our management team may directly or indirectly own our founders shares, common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity, including SAQN if it does not consummate its initial business combination 5 with CuriosityStream. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity, including SAQN if it does not consummate its initial business combination with CuriosityStream. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination, as we believe any such opportunities presented (aside from SAQN if it does not consummate its initial business combination with CuriosityStream) would be smaller than what we are interested in, in different fields than what we would be interested in, or that our obligations are to entities that are not themselves in the business of engaging in business combinations. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities intended to be registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we have entered into a definitive agreement regarding our initial business combination. Corporate Information Our executive offices are located at 1980 Festival Plaza Drive, Ste. 300, Las Vegas, Nevada 89135 and our telephone number is 310-991-4982. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. 6 THE OFFERING
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001816101_dmy_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001816101_dmy_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..208ee3a5c42d8f2875329d1259dfa34fe7d8f953
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001816101_dmy_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to dMY Technology Group, Inc. II, a Delaware corporation; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; founder shares are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors; directors are to our current directors and director nominees; common stock are to our Class A common stock and our Class B common stock; public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; and sponsor are to dMY Sponsor II, LLC, a Delaware limited liability company, which is controlled by Harry L. You, our Chairman. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. GENERAL We are a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We may pursue an initial business combination target in any industry or geographic region. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED AUGUST 3, 2020 PRELIMINARY PROSPECTUS $200,000,000 dMY Technology Group, Inc. II 20,000,000 Units dMY Technology Group, Inc. II is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, dMY Sponsor II, LLC has committed to purchase an aggregate of 4,000,000 private placement warrants (or 4,400,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per warrant, or $6,000,000 in the aggregate (or $6,600,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our initial stockholders currently own an aggregate of 5,750,000 shares of Class B common stock (up to 750,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Currently, there is no public market for our units, Class A common stock or warrants. We have applied to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol DMYD.U on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the shares of Class A common stock and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Goldman Sachs & Co. LLC informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on the NYSE under the symbols DMYD and DMYD WS, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 30 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 200,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 11,000,000 Proceeds, before expenses, to us $ 9.45 $ 189,000,000 (1) $0.20 per unit, or $4,000,000 in the aggregate (or $4,600,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $7,000,000 in the aggregate (or up to $8,050,000 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200 million, or $230 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $4,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $4,600,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Goldman Sachs & Co. LLC Needham & Company , 2020 Table of Contents We intend to focus our search for an initial business combination on companies within the broader consumer technology ecosystem that are either consumer-facing or support the infrastructure of consumer applications ( apps ) with enterprise valuations in an approximate valuation range of $1.0 billion to $3.0 billion, though our search may span consumer software segments worldwide and we may pursue a target outside our expected range. We intend to specifically focus on companies that have created, or enabled the creation of, compelling mobile app experiences with significant growth in segments such as gaming, entertainment, education, work productivity, e-commerce, dating, financial technology, and health and wellness. Companies developing disruptive and key enablement technologies for consumer-facing apps in these segments, such as artificial intelligence ( AI ), machine learning ( ML ), cloud infrastructures and quantum computing are also within the scope of this search. OVERVIEW Apple Inc. ( Apple ) kick started what has become today s vibrant smartphone app ecosystem with the launch of micro transactions in its App Store in 2009. Google Inc. ( Google ) followed suit in 2010 when it began supporting purchases within apps. We believe that the growth and dominance of the world s smartphone markets by Android and iOS, the operating systems for Google s and Apple s smartphones, respectively, in conjunction with subscription models for apps and micro transaction billing, have increasingly driven consumer time and attention towards this consumer mobile app economy. An April 2020 Nielsen report found that US adults spent approximately four hours each day consuming media on smartphones in 2019. This represented a one and half hour increase from the prior year and is indicative of larger industry trends at play. We believe that the growth of the app ecosystem, together with the dominance of the smartphone market, have driven consumer time and attention to the mobile app economy. We have seen that companies that are mobile-first and understand how to create compelling consumer experiences on a small screen have and continue to enjoy impressive global growth. We have witnessed this growth for companies operating in social media, gaming, entertainment, education, work productivity, e-commerce, dating, financial technology and health and wellness. The growth of these segments is beneficial to both consumer-facing apps and the companies producing the underlying software and infrastructure such as AI, ML, cloud infrastructures and quantum computing. Additionally, as consumers time has migrated further into mobile spaces, so have advertising budgets. We believe that the true potential for advertising revenues in this space remains very high yet under-realized as vibrant innovation continues to unfold. For example, Apple reported that it has paid over $150 billion to developers since the inception of its App Store in 2008. In addition, according to Sensor Tower, purchases in the App Store and Google Play Store represented approximately $85 billion of consumer expenditure in 2019, without taking into account advertising revenues generated from app experiences. Moreover, we believe that there are significant industry tailwinds underpinning the broader technology sector in the wake of the global COVID-19 pandemic. Studies have shown that in the wake of COVID-19, consumers are spending more time on their phone and relying on their smartphones more for news and critical information. COVID-19 has also changed the way that businesses interact with both their customers and their workers. Sensor Tower, an app intelligence firm, expects a sizable increase in app downloads for industries like remote work, mobile gaming and education will lead to a large surge in app installs for the early part of 2020 and beyond. As a result, Sensor Tower projects worldwide consumer spending in mobile apps to reach $171 billion by 2024, which is more than double the $85 billion spent in 2019. Despite this tremendous overall market size, the universe of app and app-related companies remains fragmented. We believe that numerous apps are poised for significant growth, yet lack the capital and management to do so. As a result, we anticipate the mobile app ecosystem will continue to be fertile ground for Table of Contents consolidation and scaling. Network effects in digital communities are strong, and scalability has high potential, primarily because apps are hosted and their discovery is typically facilitated by Google and Apple. In addition to apps, we intend to search for businesses that are growing strongly on the traditional web and have yet to migrate their focus on the mobile device experience. We also intend to search for businesses at the forefront of key enablement and disruptive technologies that underpin the mobile app ecosystem such as businesses developing AI, ML, cloud infrastructures and quantum computing. Technologies including artificial intelligence, machine learning, and cloud computing, support the mobile app ecosystem and enable further growth of consumer Internet companies. Including these technologies within the scope of our search enables a greater number of opportunities for business combinations. OUR MANAGEMENT TEAM Our management team is comprised of industry leaders, who we believe are well positioned to identify and evaluate businesses within the mobile app ecosystem and consumer internet sectors that would benefit from our management team s skills and access to the public markets. We believe that our management team possesses extensive experience in operating and growing companies, has a deep network of contacts in the technology sector and brings a distinctive background that can have a transformative impact on a target business. Our management team is spearheaded by Niccolo de Masi, our Chief Executive Officer, and Harry You, our Chairman. Niccolo de Masi is an experienced public company chief executive officer and board member with deep expertise in mobile apps and the Internet of Things ( IoT ), or systems of devices possessing the ability to transfer data to one another without human interaction, having led numerous software and hardware ecosystems. Over the course of his career, Mr. de Masi has consummated over 25 mergers and acquisitions and has raised approximately $1.4 billion in equity to support public and private companies he has led. Mr. de Masi has held leadership positions in five mobile companies, including Glu Mobile, Inc. (Nasdaq: GLUU) ( Glu ), Essential Products, Inc. ( Essential ), Xura, Inc. (formerly Nasdaq: MESG) ( Xura ), Hands-On Mobile and Monstermob Group PLC (formerly LSE: MOB) ( Monstermob ), and was the chief executive officer of Glu and Monstermob before the age of 30. Mr. de Masi is the chairman of Glu, a mobile gaming leader. Mr. de Masi has been a member of the board of directors of Glu since January 2010, and has served as chairman since December 2014, as interim chairman from July 2014 to December 2014 and as president and chief executive officer from January 2010 to November 2016. While Glu was initially viewed as a distressed turnaround, Mr. de Masi reshaped its strategy to focus on freemium social mobile apps, original intellectual property and smartphone platforms. Mr. de Masi led new investments and acquisitions which helped Glu s market capitalization grow 50 times from $30 million in 2010 to over $1.5 billion in June 2020. Mr. de Masi has been the president, products and solutions and chief innovation officer at Resideo Technologies, Inc. (NYSE: REZI) ( Resideo ) since February 2019, and a member of its board of directors since October 2018. Resideo, which spun-off from Honeywell International, Inc. in October 2018, is a leading global provider of critical comfort, residential thermal solutions and security solutions primarily in residential environments which operates in the IoT space. Mr. de Masi served as the president of Essential, a mobile phone hardware company, from November 2016 to October 2018, where he partnered with Andy Rubin, who oversaw the development of Android, to create a new full-stack consumer electronics brand and raised approximately $330 million from strategic investors including Amazon.com, Inc., FoxConn Technology Group and Tencent Holdings Limited. Mr. de Masi gained mobile software experience in the messaging space by serving on the board of directors of Xura and its audit committee, which was initially part of Comverse, Inc., from November 2015 until it was taken private in August 2016 for approximately $643 million by Siris Capital Group, LLC. From 2008 to 2009, Mr. de Masi led Hands-On Mobile, a feature-phone mobile app company based in San Table of Contents Francisco which raised $130 million in venture funding, as its chief executive officer. From 2004 to 2007, Mr. de Masi was the chief executive officer of the London-listed mobile entertainment pioneer Monstermob, which grew its market capitalization over 20 times during his tenure. At Glu, Mr. de Masi was instrumental in creating many of the app ecosystem s firsts, including developing mobile freemium gaming (of which Glu has published approximately one hundred titles), evolving the Android and iOS rewarded advertising ecosystems, and developing some of the world s first mobile virtual reality ( VR ) and augmented reality ( AR ) experiences. Mr. de Masi additionally helped to create the entire category of celebrity games, launching Kim Kardashian: Hollywood in June 2014 a unique partnership with Kim Kardashian. Mr. de Masi serves on the Leadership Council of the UCLA Grand Challenges. Harry L. You is an experienced executive, chief financial officer and board member with extensive experience with technology companies. Mr. You served as the executive vice president of EMC Corporation (formerly NYSE: EMC) ( EMC ) in the office of the chairman from 2008 to 2016 until it was acquired by Dell Technologies Inc. From 2008 to 2016, Mr. You served as the executive vice president of EMC in the office of the chairman. Mr. You joined EMC in 2008 to oversee corporate strategy and new business development, which included mergers and acquisitions, joint ventures and venture capital activity. In September 2016, Mr. You founded GTY Technology Holdings, Inc. (Nasdaq: GTYH) ( GTY ), a special purpose acquisition company formed for substantially similar purposes as our company, in which Mr. You served as its president, chief financial officer and director until February 2019 when GTY consummated its initial business combination, served as its president from February 2019 to May 2019 and as its chief financial officer from February 2019 through August 2019, and has served as its vice chairman since May 2019. Mr. You also served as GTY s president from May 7, 2019 to May 20, 2019. GTY completed its initial public offering in November 2016, generating aggregate gross proceeds of $552 million. GTY completed its initial business combination in February 2019, in which GTY acquired each of Bonfire Interactive Ltd., CityBase, Inc., eCivis Inc., Open Counter Enterprises Inc., Questica Inc. and Questica USCDN Inc., and Sherpa Government Solutions LLC. GTY is a software as a service ( SaaS ) company that offers a cloud-based suite of solutions for the public sector in North America, serving some of the fastest growing segments in the government technology sector, including procurement, payments, grants management, permitting, and budgeting. Mr. You served as a director of Korn/Ferry International, a global executive recruiting company, from 2004 to October 2016 and has been a trustee of the U.S. Olympic Committee Foundation since August 2016. Mr. You was chief executive officer of BearingPoint, a leading IT and management consultancy from 2005 to 2007. He also served as BearingPoint s interim chief financial officer from 2005 to 2006. From 2004 to 2005, Mr. You served as executive vice president and chief financial officer of Oracle Corporation (NYSE: ORCL) ( Oracle ), helping begin Oracle s acquisition run with the takeovers of Peoplesoft, Inc. and Retek in 2005, and was also a member of the board of directors of Oracle Japan. From 2001 to 2004, Mr. You served as chief financial officer of Accenture, helping take the company public. Mr. You also previously spent fourteen years on Wall Street, including serving as a managing director in the Investment Banking Division of Morgan Stanley, where he headed the Computer and Business Services Group. Mr. You was a #1 ranked chief financial officer by Institutional Investor in the Computer Services & IT Consulting sector in 2004. Mr. You has served as a member of the board of directors of Broadcom Inc. (Nasdaq: AVGO) since January 2019. Mr. de Masi and Mr. You founded and led dMY Technology Group, Inc. ( dMY I ), a special purpose acquisition company that raised $230 million in an initial public offering in February 2020. On July 27, dMY I entered into a definitive agreement to merge with Rush Street Interactive, LP, one of the fastest-growing online casino and sports wagering companies in the United States. This transaction is subject to closing conditions and no assurances can be given as to whether or when this transaction will close. Table of Contents We believe that our management team has the expertise, credibility and potential deal pipeline to act as a premier capital provider from public market investors for companies in the app ecosystem. Our management team has a network of relationships that we believe would be beneficial for a potential target company to enhance monetization, exposure and growth, as well as a hiring network that can be utilized to support a potential target company in upgrading engineering, digital influencer and app store relationships. Further, we believe that we are well positioned to help a leading mobile app business consolidate its sub-segment and scale inorganically. Past performance of our management team does not guarantee either (i) success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team as indicative of our future performance. Other than dMY I and Mr. You s experience with GTY, none of the members of our management team has any experience with blank check companies or special purpose acquisition companies. For more information on the experience and background of our management team, see the section entitled Management. BUSINESS STRATEGY Our business strategy is to identify and complete our initial business combination with a company within the mobile app ecosystem, companies that provide technologies that enable mobile apps, such as artificial intelligence, machine learning, cloud technologies, quantum computing and others, or a consumer internet company with an enterprise valuation in the range of $1.0 billion to $3.0 billion, though our search may span many consumer software segments worldwide and key enablement and disruptive technologies underpinning the mobile ecosystem such as AI, ML, cloud infrastructures and quantum computing as identified by our management team and we may pursue a target outside of our expected range. We intend to specifically focus on companies that have created compelling mobile app experiences with significant growth in segments such as gaming, entertainment, education, work productivity, e-commerce, financial technology, dating and health and wellness. We will seek to effectively employ our management team s industry skills and experience as well as their extensive network to add substantial value to a target company. We believe that the experience of our management team can guide a target company through attracting and retaining users, strategically spending capital on research, development and marketing, and unlocking the potential of a company s upside. Our management team possesses the following tools necessary to unlock such potential: Expertise in growing successful mobile app and software companies: Our management team has demonstrated consistent prowess in building, investing, nurturing and leading mobile app and software companies. We believe we can also recruit top talent and use that intellectual capital to great competitive advantage. The members of our management team have experience in advanced user acquisition techniques to expand a company s addressable market, a network of relationships with key ecosystem partners in both distribution and monetization of an app, experience in gamification and virality to enhance the lifetime value and organic growth of an app, a hiring network of market-making talent in each key function, experience in artificial intelligence techniques and Big Data to market more efficiently and monetize more aggressively, experience with integration of personalized gamification, demand curves and machine learning, and experience scaling all aspects of a consumer technology company. Ability to mentor and support exceptional executives: The members of our management team have served on many public boards of directors in North America, both within and outside of the mobile industry. They have consummated dozens of acquisitions, and thrived amid complex governance dilemmas and enhanced their companies global growth. Table of Contents Maximizing the value of becoming a publicly traded entity: As a public entity, we believe we offer a wide range of advantages to stakeholders. These include but are not limited to: working with management and stockholders who aspire to have their company become a public entity and generate substantial growth; transitioning from a private to a public entity may include broader access to debt and equity providers; provision of liquidity for employees and potential acquisitions; and expansion of branding in the marketplace. Following the completion of this offering, we will communicate with our management team s network of relationships, which includes private equity firms, venture capitalists and entrepreneurs, to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. BUSINESS COMBINATION CRITERIA Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. Size: We intend to target companies whose enterprise value is between $1.0 billion and $3.0 billion. Companies of this size tend to have a following and we believe offer the potential for long-term shareholder return. Focus: The mobile app industry and consumer internet sectors are domains in which we have extensive experience and pattern recognition knowledge. Our management team s multifaceted expertise in assessing a target s strengths and missing ingredients for growth are key factors in evaluating business combination candidates swiftly and adequately. Management s maturity: We intend to seek companies with proven and accomplished management teams which are eager to march forward together with and benefit from our management team s expertise. We intend to devote significant resources to analyzing and reaching alignment among a target s management and its stakeholders. Operational maturity: We intend to seek companies which have the requisite compliance, financial controls and reporting processes in place and are ready for the regulatory requirements of a public entity. Growth: We intend to seek companies in the mobile app ecosystem or consumer internet companies that are on what we believe to be a promising growth path, driven by a sustainable competitive advantage, with opportunities for acceleration by a partnership with us. Strategic Initiatives: We intend to seek management teams with the interest and ability to execute on strategic opportunities, including accretive acquisitions of companies that have the potential to enhance shareholder value. Benefit from being public: We intend to work with management and stakeholders who aspire to have their company become a public entity and generate substantial growth. The benefits of transitioning from a private to a public entity may include broader access to debt and equity providers, liquidity for employees and potential acquisitions, and expanded branding in the marketplace. Reputation and market acceptance: We intend to seek companies with a sizable market share in their segment and the opportunity to achieve market leadership. In addition, we intend to seek companies that have defensible proprietary technology and intellectual property rights. Appropriate valuations: We view ourselves as rigorous, disciplined and valuation-centric investors, with a keen understanding of market value, upside and potential downside risks. Table of Contents These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us. INITIAL BUSINESS COMBINATION NYSE rules require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Table of Contents Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. SOURCING OF POTENTIAL INITIAL BUSINESS COMBINATION TARGETS We believe our management team s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world, which includes private equity firms, venture capitalists and entrepreneurs. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. In addition, members of our management team have developed contacts from serving on the boards of directors of public companies. This network has provided our management team with a flow of referrals that has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our management team will provide us important sources of investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Table of Contents In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. CORPORATE INFORMATION Our executive offices are located at 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144, and our telephone number is (702) 781-4313. We intend to maintain a corporate website at www. .com following the consummation of this offering. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. Table of Contents THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 20,000,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-third of one redeemable warrant. Proposed NYSE symbols Units: DMYD.U Class A common stock: DMYD Warrants: DMYD WS Trading commencement and separation of shares of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Goldman Sachs & Co. LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Table of Contents Units: Number outstanding before this offering 0 Number outstanding after this offering 20,000,000(1) Common stock: Number outstanding before this offering 5,750,000(2)(3) Number outstanding after this offering 25,000,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,000,000(1) Number of warrants to be outstanding after this offering and the private placement 10,666,667(1) (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 750,000 founder shares by our initial stockholders for no consideration. (2) Includes up to 750,000 founder shares that will be forfeited by our initial stockholders depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 20,000,000 public shares and 5,000,000 founder shares. Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-third of one warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Table of Contents Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed Table of Contents that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants for cash: in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Stockholders Warrants Anti-Dilution Adjustments) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Table of Contents Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state laws. Redemption of warrants for when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Stockholders Warrants based on the redemption date and the fair market value (as defined below) of our Class A common stock except as otherwise described in Description of Securities Warrants Public Stockholders Warrants ; and if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Stockholders Warrants Anti-dilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send notice of redemption to the warrant holders. The fair market value of our Class A common stock shall mean the volume weighted average price of our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Stockholders Warrants for additional information. Table of Contents Founder shares On June 18, 2020 our sponsor subscribed for an aggregate 5,750,000 founder shares for a total subscription price of $25,000, or approximately $0.004 per share. Such shares are fully paid, and the cash amount of the subscription price therefor was received on June 24, 2020. In June 2020, our sponsor transferred 25,000 founder shares to each of Darla Anderson, Francesca Luthi and Charles E. Wert, our director nominees, resulting in our sponsor holding 5,675,000 founder shares. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 23,000,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 750,000 of the founder shares will be forfeited depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial stockholders, on an as-converted basis, at 20.0% of our issued and outstanding common stock upon the consummation of this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we Table of Contents fail to complete our initial business combination within 24 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation (an Extension Period ) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) if we consummate a transaction after our initial business combination which results in our stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. Table of Contents Founder shares conversion and anti-dilution rights The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Voting Rights Holders of record of our Class A common stock and holders of record of our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 4,000,000 private placement warrants (or 4,400,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per warrant, or $6,000,000 in the aggregate (or $6,600,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $200 million (or $230 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by their initial purchasers or their permitted transferees. If the private placement warrants are Table of Contents held by holders other than their initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $200 million, or $230 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $4,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $6,600,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $7,000,000 (or up to $8,050,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Table of Contents Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $1 million per year, assuming an interest rate of 0.5% per year; however we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.50 per warrant, at the option of the lender. Conditions to completing our initial business combination NYSE rules require that we must consummate an initial business combination with one or more operating businesses or assets with a Table of Contents fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock or shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is Table of Contents no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and the NYSE rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted purchases of our securities for a description of how our sponsor, initial stockholders, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds Table of Contents held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares they hold and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on the NYSE we will be required to comply with the NYSE s stockholder approval rules. The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NYSE. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and Table of Contents file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need only 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to Table of Contents purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the date on which the vote on the proposal to approve the initial business combination is to be held. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business Table of Contents combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on redemption rights of stockholders holding 20% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 20% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 20% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 20% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the Table of Contents consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of this offering to complete our initial business combination or during any Extension Period. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Our initial stockholders have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period. However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do Table of Contents not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account. Repayment of up to an aggregate of $200,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to our sponsor of $10,000 per month for office space, secretarial and administrative services provided to members of our management team; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Table of Contents Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Table of Contents RISKS We are a blank check company that has conducted no operations and has generated no revenues to date. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors in this prospectus.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001816261_executive_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001816261_executive_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a257000c3a89836d178bca5c8a83c3f22d0d345f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001816261_executive_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to our certificate of incorporation to be in effect upon the completion of this offering; Board are to our board of directors; Class A shares are to our shares of Class A common stock, par value $0.0001 per share; Class B shares are to our shares of Class B common stock, par value $0.0001 per share; Class F shares are to our shares of Class F common stock, par value $0.0001 per share; common stock are to our Class A common stock, Class B common stock, and our Class F common stock; directors are to our current directors and director nominees; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our partnering transaction, including but not limited to a private placement of such securities; founder shares are to our Class F shares and our Class A shares issued upon the automatic conversion thereof at the time of our partnering transaction as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares immediately prior to this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our officers; partnering transaction are to effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses which may be held by one or more third-party sponsors; performance shares are to our Class B shares issued to our sponsor; permitted withdrawals are to the withdrawals permitted to be made by us from the trust account to pay taxes including income and franchise taxes and to withdraw up $100,000 in dissolution expenses in the event we do not complete a partnering transaction within 24 months (or 27 months, as applicable); private placement CAPSTM are to the private placement shares and warrants issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any, which private placement CAPSTM are identical to the CAPSTM sold in this offering, subject to certain limited exceptions as described in this prospectus; private placement shares are to the shares of Class A common stock sold as part of the private placement CAPSTM; Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 14, 2020 PRELIMINARY PROSPECTUS $300,000,000 EXECUTIVE NETWORK PARTNERING CORPORATION 12,000,000 CAPSTM (Capital which Aligns and Partners with a Sponsor) Our Purpose: Executive Network Partnering Corporation is a newly organized company, incorporated as a Delaware corporation, established for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses, which we refer to as our partnering transaction. We have not selected any company to partner with and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any company to partner with regarding a partnering transaction. We may pursue a partnering transaction with any company in any industry. While we will not be limited to a particular industry or geographic region, given the experience of our management team, our partnering transaction and value creation strategy will be to identify and build a company in partnership with a company, its management team and existing owners. The Offering: This is an initial public offering of our securities called CAPSTM. Each CAPSTM has an offering price of $25.00 and consists of one share of Class A common stock and one-quarter of one redeemable warrant. Each whole warrant may be exercised to purchase one share of Class A common stock for $28.75 per share. Warrants may be exercised only for a whole number of shares of Class A common stock. Each warrant will become exercisable on the later of 30 days after the completion of our partnering transaction or 12 months from the date of this prospectus, and will expire five years after the completion of our partnering transaction, or earlier upon redemption. The underwriter has a 45-day option form the date of this prospectus to purchase up to 1,800,000 additional CAPSTM to cover over-allotments, if any. Trust Account and Holder s Redemption Right from Monies in the Trust Account: All of the proceeds of this offering will be placed in a trust account. In connection with our partnering transaction, we will provide our public shareholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our partnering transaction at a per-share price payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our partnering transaction, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then outstanding shares of Class A common stock that were sold as part of the CAPSTM in this offering, subject to the limitations and on the conditions described herein. If we do not complete our partnering transaction within 24 months (or 27 months if we have executed a letter of intent, agreement in principle or definitive agreement for our partnering transaction within 24 months) from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Sponsor: Our sponsor, ENPC Holdings, LLC, has agreed to purchase 200,000 CAPSTM at a price of $25.00 per CAPSTM, in a private placement to occur concurrently with the closing of this offering. Our initial stockholders currently own 690,000 shares of Class F shares, or founder shares (up to 90,000 of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised), which will represent only 5% of the shares of common stock issued in this offering. These founder shares will automatically convert into shares of Class A common stock in connection with the completion of our partnering transaction on a one-for-one basis, subject to the adjustments described herein. Our sponsor also owns 120,000 Class B shares, or performance shares, which will convert into shares of our Class A common stock based on stock price performance following the completion of our partnering transaction. Stock Exchange listing: Currently, there is no public market for our securities. We intend to apply to have CAPSTM listed on the New York Stock Exchange, or NYSE, under the symbol ENPC.U. We expect that the shares of Class A common stock and warrants comprising CAPSTM will begin separate trading on the NYSE under the symbols ENPC and ENPC WS, respectively, on the 52nd day following the date of this prospectus (or if such day is not a business day, the immediately succeeding business day) unless the underwriter permits earlier separate trading and we have satisfied certain conditions. Risk Factors: Investing in our securities involves a high degree of risk. See Risk Factors. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per CAPSTM Total Public offering price $ 25.00 $ 300,000,000 Underwriting discounts and commission $ 0.25 $ 3,000,000 Proceeds, before expenses, to us $ 24.75 $ 297,000,000 Of the proceeds we receive from this offering and the sale of the private placement CAPS described in this prospectus, $300,000,000, or $345,000,000 if the underwriter s over-allotment option is exercised in full ($25.00 per CAPSTM in either case), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriter is offering the CAPSTM for sale on a firm commitment basis. The underwriter expects to deliver the CAPSTM to the purchasers on or about , 2020. Evercore, a leading global independent investment bank, is also acting as our advisor and has entered into an advisory relationship with us. Sole Book-running Manager Evercore ISI , 2020 Table of Contents CAPSTM Core Principles Long-Term Orientation: Focused on long-term share price performance and the interests of long-term common shareholders. Partnership Model: Focused on working with high quality existing owners and management teams who are not in need of operational improvements and have a desire to work together as partners. Minimizing Dilution Costs: Focused on minimizing dilution costs traditionally associated with special purpose acquisition companies, which can negatively impact the returns to long-term common shareholders and is cost prohibitive to many high quality companies who like the process of going public through a special purpose acquisition company but not the cost. Economic Alignment From the Outset: Focused on aligning economic interests at the time of the initial public offering, in order to facilitate an easier and more comfortable dialogue with a high-quality company, the management team and its existing owners. Sustainable Value Creation: Focused on share price appreciation which is measured over a long period of time and reflective of actual and sustainable value creation, as opposed to short-term trading price movements or a single price point. Optimizing Banker Selection on an Independent Basis: Focused on working with management and existing owners, on an independent basis, to optimize for the right banking team at the time of the partnering transaction as opposed to at the time of the initial public offering and avoiding potentially duplicative banker transaction costs, which are dilutive to long-term common shareholders, and potential conflicts. Continued Ownership: Focused on partnering with an existing owner who may want to continue ownership in a high quality asset but needs to provide liquidity to existing shareholders and/or limited partners. CAPS provides an ability to transition ownership to the public market, which is deeper and more liquid than the private market, in a disciplined fashion and for existing owners to share in the future upside potential over the long term. Table of Contents private placement warrants are to the warrants sold as part of the private placement CAPSTM; public shares are to the shares of our Class A common stock sold as part of the CAPSTM in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of his, her or its status as a public stockholder shall only exist with respect to such public shares; sponsor are to ENPC Holdings, LLC, a Delaware limited liability company; underwriter s over-allotment option are to the underwriter s 45-day option to purchase up to an additional 1,800,000 CAPSTM to cover over-allotments, if any; warrants are to our warrants sold as part of the CAPSTM in this offering (whether they are purchased in this offering or thereafter in the open market) and as part of the private placement CAPSTM; and we, us, our and the company, are to Executive Network Partnering Corporation, a Delaware corporation. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its option to purchase additional CAPSTM and the forfeiture by our sponsor of 90,000 founder shares. Company We are a newly organized company incorporated as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses, which we refer to throughout this prospectus as our partnering transaction. We have not selected any business with which we will partner and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with respect to a specific partnering transaction. We may pursue a partnering transaction in any business or industry but expect to focus on a business where we believe our strong network, operational background, and aligned economic structure will provide us with a competitive advantage. Executive Network Partnering Corporation ( ENPC ) was formed as a partnership among Paul Ryan, our Chairman, who has served as the 54th Speaker of the U.S. House of Representatives, Solamere Capital, a private equity firm anchored by its network of leading business executives, including former chief executive officers of S&P 500 companies (the Solamere Network ), and Alex Dunn, who has served in various senior operating roles at several businesses where he helped grow shareholder value, most recently as President of Vivint SmartHome (NYSE: VVNT). ENPC has several distinct competitive advantages that we believe position us well to find an attractive partnering candidate and to drive value once that partnership is consummated. Paul Ryan will leverage his deep network of relationships at the most senior levels of business in helping identify an initial partner candidate but also in helping drive transaction value post closing. Solamere will leverage its 12-year history of sourcing proprietary transactions from both its strong network of current and former CEOs as well as from its deep relationship with many leading private equity managers. Solamere has raised and invested multiple private equity funds built around its core competence of leveraging its extensive network to source, evaluate, and add value to partnering candidates. Alex Dunn, who has known and worked alongside the three founders of Solamere Capital for several decades, adds a wealth of operational acumen, having been President & COO for a multi-billion dollar enterprise and having helped take Vivint public through a merger with Mosaic Acquisition Corp. We also anticipate that the CAPSTM structure will provide excellent economic alignment with, and hence appeal to, the existing ownership and management teams of potential partnering candidates. The nature of the structure is driven by long-term value creation rather than simply closing a merger transaction. The sponsors of Table of Contents ENPC will derive a majority of their economics only if the sponsor can drive long-term and sustainable share price appreciation as opposed to typical special purpose acquisition companies where most of the sponsor economics (i) are derived upon deal consummation and for simply closing a transaction or (ii) are restructured at the time of merger with price thresholds which may not be reflective of actual long-term sustainable value creation. We believe our company is well positioned due to our strength in three areas: a) opportunity identification / sourcing, b) opportunity evaluation, and c) post-closing operational excellence. The principals at ENPC have a long history of working together and leveraging their existing network of relationships, in sourcing proprietary acquisition opportunities, evaluating those opportunities, and executing operationally to grow equity value. Solamere was founded in 2008 in partnership with a collection of influential business leaders to leverage their broad networks and industry expertise to source, evaluate, and add value to private investments. Solamere allows CEOs and other industry leaders to pool their capital and networks together in order to generate attractive risk-adjusted returns. Solamere s strategic network of investors provides many advantages, including a differentiated and proprietary source of deal opportunities, the patience to invest for the long term, the ability to quickly access industry experts, customers, and suppliers during diligence and post-closing, the willingness to work closely with existing management teams and build a reputation for being fair and founder-friendly, as well as a willingness to structure transactions either as minority or majority transactions. Solamere has two primary investment products: a fund that makes investments in direct investment opportunities (Solamere Fund III) and a fund that makes investments in other select private equity funds (Solamere Access Fund III). The firm focuses on investing in high quality companies sourced through its network which it calls the Solamere Network. The Solamere Network is comprised of an exclusive group of strategic limited partners, executive partners, advisors, as well as select private equity and venture capital fund managers. Since its inception, Solamere has made 49 investments in companies spanning a variety of industries and has made commitments to 38 fund managers across three funds. Solamere does not compete for investments based on the size of its capital base. Solamere typically finds proprietary investment opportunities or partners with other private equity firms and venture capital firms or family offices to co-lead transactions together. These organizations choose to partner with Solamere because of the operational expertise and value-add that Solamere brings to each situation through its network. The CEOs and operating executives in Solamere s network recognize that it takes time to build a market-leading company and take a partnership approach with each company situation, in many cases for years. Solamere does not take a buyout or activist approach, nor will ENPC. Hence, we have termed our initial business combination with a potential company as a partnering transaction and the potential company as the partner company or partnering candidate, rather than target company. We are looking to partner with existing management and owners and work together from an operational perspective over the long term. Our founder economics are aligned at the outset as well with this objective in mind. We expect to engage the Solamere Network, including CEOs and operating executives in that network, during our partnering transaction. The Solamere Network is expected to provide access to investment opportunities, assist in the evaluation of potential investments, and help drive value creation post-closing. Access: Solamere s industry expertise and relationships will provide us with a distinct advantage when sourcing opportunities and partnering with management teams and industry executives. Evaluate: When evaluating potential transactions, we will engage industry executives from the Solamere Network to drive insights that contribute to our assessment of potential opportunities. Table of Contents Activate: Members of the Solamere Network are expected to help drive meaningful business development opportunities and will play a significant role in driving revenue growth, new customer opportunities, and other value creation post-investment. The composition of Solamere s limited partners includes a group of over 150 individuals, including well-respected public and private company CEOs, senior operating executives from a wide variety of industries, successful entrepreneurs and business-builders, leading investors from premier private equity and venture capital firms, senior finance and banking professionals, leaders of industry and trade associations and top academic minds, business consultants and lawyers. Solamere engages these limited partners as part of its normal course of investment activities and would look to engage these limited partners as part of the partnering transaction process. Solamere also utilizes a group of over 20 executives (called the Executive Partner Group ) which is a select group of Solamere limited partners and other members of the Solamere Network who are reputable former CEOs and industry leaders, including former CEOs of S&P 500 companies, across various sectors and industries. Given the breadth of the Solamere Network and its deep operational expertise, it will allow us to evaluate opportunities and situations across the broadest range of sectors and retain the flexibility to match an executive partner with the right capabilities and experience to a specific situation. Many of the members of our Executive Partner Group have held senior leadership positions with companies where they have a proven strong track record of creating shareholder value, organically and through transformational acquisitions or corporate restructurings, as well as extensive relationships with owners and operators of companies within their respective industries. We expect members of the Executive Partner Group to actively participate in deal sourcing, evaluation and value creation post-closing of the partnering transaction. A member of our Executive Partner Group may join the acquired company as an executive chairman, board member or in another senior executive capacity in order to further stockholder value. Our existing board of directors represents a small cross section of our relationships and our Executive Partner Group. In addition, we expect to appoint Mr. Paul Ryan, Mr. Dick Boyce, Mr. Michael Calbert and Ms. Gisel Ruiz to our board of directors in connection with this offering. Mr. Ryan, who will serve as Chairman of our board, has served as a director of Fox Corporation since March 2019. Prior to joining Fox Corporation, from 2015 to 2019, Mr. Ryan served as the 54th Speaker of the U.S. House of Representatives. He was Chairman of the House Ways and Means Committee from January 2015 to October 2015 and Chairman of the House Budget Committee from 2011 to 2015. Mr. Ryan served as a Member of the U.S. House of Representatives from 1999 to 2019. In 2012, he was selected to serve as former Governor Mitt Romney s Vice-Presidential nominee. Mr. Ryan currently is Professor of the Practice, Political Science and Economics, at the University of Notre Dame. Mr. Boyce is a former partner at TPG Capital, one of the largest global investment partnerships, where he founded and led TPG s Operating Group from 1997 to 2013. He also previously served as Chief Executive Officer of J. Crew Group, Inc. from 1997 to 1999, and as Senior Vice President of PepsiCo, Inc. s North American Operations from 1994 to 1997. Prior to that, Mr. Boyce was a partner of Bain & Company for over 12 years. Mr. Boyce has run the office of Schafer Meadows, an organization focused on tech-enabled investing, since 2015. He also currently serves as senior advisor to Solamere Capital and Altamont Capital, roles he has held since 2015 and 2016, respectively. Throughout his career, Mr. Boyce has served on numerous private and public company boards of directors, including the J. Crew Group, Burger King and Del Monte Foods. Since 2016, he has served on the board of directors of Allbirds, Inc., a footwear manufacturing company, and Spyce Food Co., an innovative tech-enabled restaurant. In addition, he served on the Mitt Romney 2012 National Board and currently serves on the National Council of AEI. For the last five years, Mr. Boyce has been an advisor for The COMMIT Foundation, a Veterans career transition mentoring group. Mr. Boyce holds a B.S.E. from Princeton University and an M.B.A. from the Stanford Graduate School of Business. Table of Contents Mr. Calbert is a former senior partner with Kohlberg Kravis Roberts & Co. ( KKR ), where he was responsible for the global retail private equity practice. During his 15 years at KKR, Mr. Calbert served on all the firm s global private equity investment committees and portfolio management committees. Mr. Calbert currently serves on the boards of AutoZone (NYSE: AZO) and Vestcom International, he is the lead director for Brookshire Grocery Company, and he continues to serve as chairman of the board of Dollar General (NYSE: DG), a company he took private in 2007 while at KKR. Mr. Calbert has served on the board of directors of Toys R Us from 2008 to 2015, Academy Sports & Outdoors from 2012 to 2016, Pets at Home from 2012 to 2015, and U.S. Foods from 2008 to 2016. Prior to KKR, Mr. Calbert was Chief Financial Officer of Randall s Food Markets, a $2.5 billion revenue retailer based in Texas. While at Randall s, Michael took the company private through a buyout with KKR. Mr. Calbert has a bachelor s degree in business from Stephen F. Austin State University and an MBA from University of Houston. Ms. Ruiz is a former executive who served in several roles for various business segments of Walmart Inc., most recently serving as Chief Operating Officer of Sam s Club from February 2017 to June 2019. In that role, she led the operations, real estate strategy, territory sales, food service operations and club innovation divisions. Prior to serving as Chief Operating Officer of Sam s Club, Ms. Ruiz led the human resources organization for Walmart International from 2015 to 2017, served as Chief Operating Officer for Walmart US from 2012 to 2015, and served as Chief People Officer of Walmart US from 2010 through 2012. Ms. Ruiz currently serves on the board of directors of Vital Farms, Inc. Ms. Ruiz holds a B.S. from Santa Clara University. In order to best align the incentives with our stockholders, certain Executive Partner Group members may have an equity interest in the partnering company. Importantly, this Executive Partner Group has not been assembled simply for the purpose of this transaction unlike other special purpose acquisition companies. It has been a vital part of Solamere s foundation and day-to-day investment framework since inception over 12 years ago. Solamere was founded and is managed by Taggart Romney, Eric Scheuermann and Spencer Zwick (the Managing Partners ). The Managing Partners and the senior investment team have over 75 years of combined private investment and operations experience. The Solamere team is well positioned to assist us in our efforts given the following strengths: History of success within private equity over the past 22 years Complementary skills and experience across a diverse set of industries, providing a solid foundation for our investment process; and Broad and deep experience in the skill sets necessary to grow and complete a partnering transaction The Managing Partners have a history of success as investors, advisors, operators and entrepreneurs within private equity, government and various other industries. The Managing Partners have been working together since Solamere s inception. Each of the Managing Partners will play an active role in sourcing, diligencing, executing, and creating value in our partnering transaction. The Managing Partners are supported by a senior group of investment professionals. Tagg Romney founded Solamere with Eric Scheuermann and Spencer Zwick. Prior to Solamere, Tagg held a number of senior operating and investing roles. He served as Chief Marketing Officer for the Los Angeles Dodgers, VP of Onfield Marketing and Head of Strategic Planning for Reebok, and Director of Strategic Planning and Finance for Elan Pharmaceuticals. Tagg worked as a management consultant for both McKinsey & Company and The Monitor Group. Tagg was also a successful entrepreneur, founding and selling a sports-related SaaS firm. Tagg earned his B.A. in Economics, magna cum laude, from Brigham Young University and his M.B.A. from Harvard Business School. Table of Contents Eric Scheuermann founded Solamere with Tagg Romney and Spencer Zwick. Eric has 22 years of experience leading direct private equity investments. Prior to co-founding Solamere, Eric was a law clerk to Chief Justice William Rehnquist of the U.S. Supreme Court, a private equity attorney at Latham & Watkins, an engagement manager at McKinsey & Company, and a private equity investor at Jupiter Partners. He graduated summa cum laude and first in the College of Business from the University of Notre Dame, and magna cum laude from Harvard Law School, where he was Editor of the Harvard Law Review. He is also a Certified Public Accountant. He served on the board of directors of the predecessor to Vivint Smart Home from 2006 to 2012 (with Alex Dunn as Chief Operating Officer) when equity value grew from $50 million to over $800 million. Spencer Zwick founded Solamere with Tagg Romney and Eric Scheuermann. Spencer has spent over a decade building the Solamere Network while working in the public and private sectors. Spencer previously served as the National Finance Chairman and senior advisor for the 2008 and 2012 Mitt Romney presidential campaigns. Likewise, he served as the National Finance Chairman for Speaker Paul Ryan. Spencer previously served as Deputy Chief of Staff and COO in the Office of Governor Mitt Romney in Massachusetts. Spencer also worked in the Executive Office of the Salt Lake City Olympic Organizing Committee for the Winter Games of 2002. Spencer is a current member of the Brigham and Women s Hospital Campaign Cabinet Board. He also serves on the board of the Lupus Research Alliance as well as the Salt Lake Tribune. Having spent many years growing up outside the United States, Spencer is fluent in Spanish, Portuguese, and Thai. Spencer studied Economics and International Studies at Brigham Young University. In addition to the Managing Partners of Solamere, the Solamere Network and its Executive Partner Group, our management team is led by Alex Dunn, our Chief Executive Officer. Alex is an experienced entrepreneur and operator who helped build Vivint Smart Home Inc., a leading smart home company, from an early stage company in 2005 to a business which for the year ended December 31, 2019 reported over $1.15 billion of total revenues and 1.55 million subscribers. Alex was President of Vivint Smart Home from February 2013 to March 2020 and served as Chief Operating Officer from July 2005 to January 2013. In 2011 Alex co-founded Vivint Solar, spun it out of Vivint Smart Home and helped take it public in 2014. As of December 31, 2019, Vivint Solar reported $341 million of revenue and installed over 188,000 solar systems. Until March 2020, Alex served on the board for both Vivint Smart Home and Vivint Solar. Prior to Vivint, Alex served as Deputy Chief of Staff and Chief Operating Officer to Governor Mitt Romney in Massachusetts. Before joining Governor Romney s staff, Alex was an entrepreneur-in-residence at the venture capital firm General Catalyst. He started his career as co-founder and CEO of LavaStorm, a technology and engineering services firm. Mr. Dunn holds a B.S. from Brigham Young University. On January 17, 2020, Vivint announced that it had completed its $4.2 billion merger with Mosaic Acquisition Corp in one of the largest merger transactions with a special purpose acquisition company. During that process, Mr. Dunn gained significant experience in the transaction process involving a special purpose acquisition company. We also believe that Mr. Dunn s experience in leading a company which was majority owned by a large private equity sponsor for multiple years, experience in evaluating transactions from a corporate perspective, capital markets experience and history of long-term operational value creation from an early stage company to a merger with a special purpose acquisition company will be valuable in communicating with management teams and existing owners who may be contemplating a merger with a special purpose acquisition company and our competitive strengths. We believe that the combination of Solamere, its Executive Partner Group, our management team and our board of directors, including Mr. Ryan s deep network of business relationships, is an innovative approach to identifying potential high-quality partnering transactions and aligns incentives with our stockholders, providing us with distinctive and differentiated capabilities to create stockholder value. Table of Contents With respect to the foregoing experiences of our management and board members, Solamere and its Executive Partner Group, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our partner transaction or (ii) of success with respect to any partner transaction that we may consummate. You should not rely on the historical record of our management s, Solamere, its Managing Partners and its Executive Partner Group as indicative of our future performance. For more information on the experience and background of our management team and the Executive Partner Group, see the sections entitled Management, and Proposed Business. Certain of our officers and directors may have fiduciary and contractual duties to Solamere and to certain companies in which Solamere has invested. As a result, certain of our officers and directors may have a duty to offer acquisition opportunities to certain Solamere funds before we can pursue such opportunities. However, we do not expect these duties to present a significant conflict of interest with our search for a partnering transaction. We believe this conflict of interest will be naturally mitigated, to some extent, by the differing nature of the investments Solamere typically considers most attractive for Solamere funds and the types of transactions we expect to find most attractive. Solamere s private equity activities typically involve making smaller investments directly in private companies, and while Solamere may take companies public, it typically invests in those entities several years prior to an initial public offering, not at the time of such offering. As a result, we may become aware of a potential transaction that is not a fit for the traditional private equity activities of Solamere but that is an attractive opportunity for ENPC. In addition, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business activities, including identifying potential partnering transactions and monitoring the related due diligence. Business Strategy Our objective is to generate attractive returns to common shareholders post-closing of the merger transaction by partnering with a company which does not need substantial operational improvement or professionalized management. We are focused on working with companies that are high-quality, public-company ready and could leverage the strategic experience of our management team, Solamere Capital and its Executive Partner Group as well as our differentiated structure. Our selection process will leverage our management team s, Solamere Capital s and its Executive Partner Group s network of industry, private equity sponsor, credit fund sponsor and lending community relationships as well as relationships with management teams of public and private companies, investment bankers, restructuring advisers, attorneys and accountants, which we believe should provide us with a number of partnering transaction opportunities. We intend to deploy a proactive, thematic sourcing strategy and to focus on companies where we believe the combination of our operating experience, relationships, capital and capital markets expertise can be catalysts to transform a partnering candidate and can help accelerate its growth and performance. Upon completion of this offering, members of our management team, Solamere Capital, and its Executive Partner Group will communicate with their network of relationships to articulate our partnering criteria, including the parameters of our search for a company to partner with, and will begin the disciplined process of pursuing and reviewing promising leads. We expect to drive value to common shareholders through our ability to: Source and Evaluate Transactions Across our Broad Network. We believe that the Solamere Network and our Executive Partner Group provides us access to a preeminent network of relationships with CEOs, founders, family owners and private equity sponsors that we can use to identify and evaluate suitable partner companies which are public-market ready. Table of Contents Foster the Right Relationship with Companies On Terms Which Are Aligned, Fair and Reasonable. We believe we can negotiate a transaction which is favorable to investors but also fair and reasonable to the company. We want to ensure that we are aligned with investors and also with management teams. Partner with Companies from a Growth Perspective. We are focused on working with management teams to grow their business organically and through potential operational enhancements over time. Given our long-term orientation, we do not believe in the short-term pressures of growth through acquisitions, especially as a public company. We do believe in growth through acquisition, but only on a selective basis and after careful and thorough diligence and analysis. Remain Actively Engaged Post Closing. We are focused on remaining actively involved and engaged post-closing and expect to work alongside management in a collaboratively manner. Ability to Partner with an Affiliate of Solamere. We expect to consummate a partnering transaction with a third party. However, given the nature of Solamere s direct investments and fund investments alongside other private equity and venture capital firms, there is a possibility that we may partner with a company where we have an existing direct or indirect investment. We do not have prior arrangements nor have we entered into any substantive discussions, directly or indirectly with any partner candidate. To the extent we complete our partnering transaction with an affiliate of Solamere, we will obtain an opinion from an independent investment bank or from an independent accounting firm regarding the fairness of the price we are paying for the business. We would also anticipate raising incremental third party capital alongside the partnering transaction in order to further validate the fairness of the price. Competitive Strengths The sourcing, valuation, diligence and execution capabilities of our management team, Solamere team and its Executive Partner Group will provide us with a significant pipeline of opportunities from which to evaluate and select a business that will benefit from our expertise. Our competitive strengths include the following core principles by which we govern ourselves: Aligned Structure. We believe that our CAPSTM structure provides excellent economic alignment with a company, its management team and most importantly common shareholders: Long-Term Orientation. Closing our partnering transaction is important but we are intensely focused on long-term share price performance and the interests of common shareholders post-closing. Partnership Model. We are not reliant on finding a company which needs operational improvement, cost cutting or replacing senior management. We are not activist investors. We are not buyout specialists. We are not short-term promoters. We have a long-term partnership mentality and collaborative investment model which is grounded and driven by our belief in fairness and alignment of interests. Minimize Dilution Costs As Compared to Traditional Structure. We believe that our structure is much more economically efficient to our partner candidate, as compared to a traditional special purpose acquisition company, and is similar to a traditional initial public offering. We believe in the inherent process and benefits of companies using special purpose acquisition companies to go public but we believe that the dilution traditionally associated with such an exercise is cost prohibitive to many high quality companies. We believe that our network combined with the size of our offering and aligned nature of our approach and economics will make us an attractive partner. Economic Alignment From the Outset. We believe that it is important to align economic interests at the time of the initial public offering, in order to facilitate an easier and more comfortable dialogue with a high-quality company, the management team and its existing owners. Table of Contents Sustainable Value Creation. We are focused on share price appreciation, which is measured over a long period of time and reflective of actual and sustainable value creation, as opposed to short-term trading price movements or a single price point. We do not believe that economic alignment is necessarily created by restructuring founder shares, at the time of the partnering transaction, based on certain price thresholds, since these price thresholds may not accurately reflect long-term sustainable value creation. In addition, we do not believe that economic alignment is created through the issuance of a warrant or other type of securities, at the time of an initial public offering, which entitles a sponsor to a large number of shares after the share price trades above a certain specific price threshold for a short period of time, since such threshold is not reflective of actual long-term value creation. These mechanisms which attempt to align interest based on price thresholds also impose a potentially large and visible overhang on the stock which is not necessarily in the best interests of long-term common shareholders. Optimizing Banker Selection on an Independent Basis. We are focused on working with management and existing owners, on an independent basis, optimize for the right banking and research relationships at the time of the partnering transaction as opposed to at the time of the initial public offering and avoiding potentially duplicative transaction costs, which are dilutive to long-term common shareholders, and potential conflicts. We believe that it is more logical to select bankers after selecting our partnering candidate as opposed to at the time of the initial public offering. Continued Ownership. We are focused on partnering with management teams who are focused on long-term compounded growth and existing owners who may want to continue ownership in a high quality asset but need to provide liquidity to existing shareholders and/or limited partners. CAPSTM provides an ability to transition ownership to the public market, which is deeper and more liquid than the private market, in a disciplined fashion and for existing owners to share in the future upside potential over the long term. Deep Experience of our Executive Partner Group. We believe that our ability to leverage the operational experience of the Solamere Executive Partner Group, which is comprised of over 20 former senior operating executives of public and private companies across multiple sectors and industries, will provide us with a distinct advantage in being able to source, diligence and add value post-closing of the partnering transaction. Proprietary Sourcing Channels with Leading Industry, Private Equity and Venture Capital Relationships. We believe the capabilities and connections associated with our management team, in combination with those of Solamere Capital and its Executive Partner Group, will provide us with a differentiated pipeline of partnering opportunities that would be difficult for other participants in the market to replicate. We expect these sourcing capabilities will be further bolstered by our management team s, Solamere Capital and our Executive Partner Group s reputation and deep industry, private equity and venture capital relationships. Investing Experience. We believe that our management s track record of identifying and sourcing transactions in partnership with private equity and venture capital firms positions us well to appropriately evaluate potential partnering candidates and select one that will be well received by the public markets and our shareholders. Post-Closing Value-Add Capabilities and Requirement. Our management team and sponsor believe that our combined expertise and reputation will allow us to drive meaningful value post-closing with the partner company. If our value-add is not readily identifiable, then we will choose not to execute that partnering transaction. Investment Criteria We have developed the following high level, non-exclusive investment criteria that we will use to screen for and evaluate a partnering candidate. We will seek to acquire a business that: Has an Attractive Financial Profile. We will seek to partner with a business that has long-term positive demand growth outlook, robust profit margin potential and an attractive potential return on capital which is sustainable over time. Table of Contents Has Prudent Financial Leverage. We will seek to partner with a business where financial leverage is used judiciously and held to prudent levels as a mean of enhancing return on equity. We are focused on growing the business rather than managing the balance sheet. Our capital may be used to optimize the capital structure. Would Benefit from our Capabilities. We will seek to partner with a business where the collective capabilities of our management and sponsor can be leveraged to tangibly improve the operations and market position of the partnering candidate. Is Sourced Through our Proprietary Channels. We will aim to leverage our extensive network to source our partnering transaction and do not expect to rely on broadly marketed processes to find a partnering candidate. Has a Committed and Capable Management Team. We will seek to partner with a professional management team whose interests are aligned with those of our investors and complement the expertise of our management team and sponsor. Where necessary, we may also look to complement and enhance the capabilities of the partnering candidate s management team by recruiting additional talent through our network of contacts. These criteria are guidelines and not intended to be exhaustive, and the partnering transaction we deem most attractive may not satisfy certain of these criteria. Any evaluation relating to the merits of a particular partnering transaction may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our partnering transaction with a partnering candidate that does not meet the above criteria and guidelines, we will disclose that the partnering candidate does not meet the above criteria in our shareholder communications related to our partnering transaction, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the Securities and Exchange Commission (the SEC ). Partnering Transaction The NYSE rules require that our partnering transaction must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted). We refer to this as the 80% of net assets test. If our board of directors is not able independently to determine the fair market value of the partnering candidate(s), we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. As any such opinion, if obtained, would only state that the fair market value meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of the partnering candidate or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. We anticipate structuring our partnering transaction so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the partnering candidate(s). We may, however, structure our partnering transaction such that the post-transaction company owns or acquires less than 100% of such interests or assets of the partnering candidate in order to meet certain objectives of the partnering candidate management team or stockholders or for other reasons, but we will only complete such partnering transaction if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the partnering candidate or otherwise acquires a controlling interest in the partnering candidate sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the partnering candidate, our Table of Contents stockholders prior to our partnering transaction may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the partnering candidate and us in our partnering transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all the outstanding capital stock of a partnering candidate. In this case, we would acquire a 100% controlling interest in the partnering candidate. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our partnering transaction could own less than a majority of our outstanding shares subsequent to our partnering transaction. If less than 100% of the equity interests or assets of a partnering candidate or candidates are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our partnering transaction involves more than one partnering candidate, the 80% of net assets test will be based on the aggregate value of all the partnering candidates. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our partnering transaction. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Our executive offices are located at 137 Newbury Street, 7th Floor, Boston, MA 02116. Our telephone number is (857) 362-9205. Table of Contents The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a newly organized company established for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors. Securities offered 12,000,000 CAPSTM at $25.00 per CAPSTM, each CAPSTM consisting of: one share of Class A common stock; and one-fourth of one redeemable warrant One whole warrant may be exercised to purchase one share of Class A common stock. NYSE Symbols CAPSTM: ENPC.U Class A common stock: ENPC Warrants: ENPC WS Separation of Class A common stock and warrants Each of the shares of Class A common stock and warrants may trade separately on the 52nd day following the date of this prospectus unless Evercore informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Additionally, the CAPSTM will automatically separate into their component parts and will not be traded after completion of our partnering transaction. CAPSTM Number outstanding before this offering: 0 Number outstanding after this offering: 12,200,000 Common Stock Number outstanding before this offering: 0 Class A Shares 120,000 performance shares 690,000 founder shares(1) 1 Includes up to 90,000 founder shares that will be surrendered to us for no consideration depending on the extent to which the underwriter s over-allotment option is exercised. Table of Contents Number outstanding after this offering: 12,200,000 Class A shares(2) 120,000 performance shares 600,000 founder shares(3) Warrants Number of warrants outstanding after this offering: 3,050,000. Warrant terms One warrant may be exercised to purchase one share of Class A common stock share for $28.75 per share, subject to adjustment as provided herein. Warrants may be exercised only for a whole number of shares of Class A common stock. No warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of Class A common stock. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of our partnering transaction, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis. The warrants will become exercisable on the later of 30 days after the completion of our partnering transaction or 12 months from the closing of this offering. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of our partnering transaction, or earlier upon redemption. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with our partnering transaction at an issue price or effective issue price of less than $23.00 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the newly issued price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our partnering transaction on the date of the consummation of our partnering transaction (net of redemptions), and (z) the volume weighted average trading price of our shares of Class A common 2 Assumes no exercise of the underwriter s over-allotment option and the purchase of 200,000 CAPSTM by our sponsor in a private transaction in connection with this offering. 3 Assumes no exercise of the underwriter s over-allotment option and the surrender of 90,000 founder shares to us for no consideration. Table of Contents stock during the 20 trading day period starting on the trading day after the day on which we consummate our partnering transaction (such price, the Market Value ) is below $23.00 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 110% of the higher of the Market Value and the newly issued price and the $45.00 redemption price trigger described opposite the heading Redemption of Warrants after our Partnering Transaction will be equal to 180% of the higher of the Market Value and the newly issued price. Equity-linked securities are any debt or equity securities that are convertible, exercisable or exchangeable for our Class A common stock issued in a financing transaction in connection with our partnering transaction, including but not limited to a private placement of equity or debt. Redemption of Warrants after our Partnering Transaction We may also redeem the public warrants, in whole and not in part, at a price of $0.01 per warrant: at any time while the warrants are exercisable, upon a minimum of 30 days prior written notice of redemption, if, and only if, the last sales price of shares of our Class A common stock equals or exceeds $45.00 per share for any 20 trading days within a 30 trading day period (the 30-day trading period ) ending three business days before we send the notice of redemption, and if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption. If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. Redemption rights for public shareholders upon completion of our partnering transaction We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our partnering transaction at $25.00 per share and the per share interest earned on the funds held in the trust account (net of permitted withdrawals). The redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Our sponsor has entered into an agreement with us, pursuant to which it has agreed to waive redemption rights with respect to any public shares the founder may acquire during or after this offering in connection with the completion of our partnering transaction. Table of Contents Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote When we seek shareholder approval of our partnering transaction our amended and restated certificate of incorporation will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against our partnering transaction. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our partnering transaction, particularly in connection with a partnering transaction that requires as a closing condition that we have a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our partnering transaction. Release of funds in trust account on closing of our partnering transaction On the completion of our partnering transaction, the funds held in the trust account will be used to (i) first, pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our partnering transaction and (ii) to pay all or a portion of the consideration payable in the partnering transaction and to pay other expenses associated with our partnering transaction. If our partnering transaction is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our partnering transaction, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our partnering transaction, to fund the purchase of other companies or for working capital. Table of Contents Redemption of public shares and distribution and liquidation if no initial partnering transaction Our amended and restated certificate of incorporation will provide that we will have only 24 months (or 27 months, as applicable) from the closing of this offering to complete our partnering transaction. If we do not complete our partnering transaction within such 24-month period (or 27 months, as applicable), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, of $25.00, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Our amended and restated certificate of incorporation will provide that in order to modify (i) the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial partnering transaction or to redeem 100% of our public shares if we do not complete our partnering transaction within 24 months (or 27 months as applicable) from the closing of this offering or (ii) the rights of holders of shares of our Class A common stock, which modifications would require the approval of holders of 65% of our common stock, we must provide our public shareholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, of $25.00, subject to the limitations described above under Limitations on redemptions. This requirement to provide redemption rights in connection with such an amendment cannot be amended without the agreement of 100% of the holders of our common stock. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our partnering transaction. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. Founder shares One of the fundamental tenets of CAPSTM is minimizing dilution and creating a process which is comparable to a traditional initial public offering. The sponsors of ENPC will derive a majority of their economics through sustainable long-term share price appreciation as opposed to a typical special purpose acquisition companies where most of the sponsor economics are derived upon deal consummation and for simply closing a business combination. Table of Contents On June 22, 2020, our sponsor purchased an aggregate of 690,000 founder shares (after giving effect to a reverse stock split effected on July 29, 2020 that reduced the outstanding founder shares from 737,789 shares to 690,000 shares) in exchange for a capital contribution of $6,250, or approximately $0.01 per share. Prior to such initial investment, we had no assets, tangible or intangible. In September 2020, our sponsor transferred 6,000 founder shares and 1,200 performance shares to each of Mr. Boyce, Mr. Calbert and Ms. Ruiz. The 18,000 founder shares will not be subject to forfeiture in the event the underwriter s over-allotment option is not exercised. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company in respect of the founder shares by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 13,800,000 CAPSTM if the underwriter s over-allotment option is exercised in full, and therefore that such founder shares would represent 5% of the outstanding shares of Class A common stock (not including the private placement shares) issued in this offering. Up to 90,000 of our sponsor s founder shares will be forfeited depending on the extent to which the underwriter s over-allotment option is not exercised. The founder shares will be entitled, together with the 120,000 performance shares, to 20% of the voting power of our common stock (not including the private placement shares) prior to the completion of our partnering transaction. The founder shares are identical to the shares of Class A common stock included in the CAPSTM being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares, private placement shares and public shares they hold in connection with the completion of our partnering transaction, (ii) waive their redemption rights with respect to any founder shares, private placement shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated a partnering transaction within 24 months (or 27 months, if applicable) from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre- partnering transaction activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement shares they hold if we fail to complete our partnering transaction within 24 months (or Table of Contents 27 months, if applicable) from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our partnering transaction within the prescribed time frame). If we submit our partnering transaction to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares, performance shares, private placement shares and any public shares purchased during or after this offering in favor of our partnering transaction. As a result, in addition to the founder shares, private placement shares and performance shares, we would need 4,400,001, or 36.7%, of the 12,000,000 public shares sold in this offering to be voted in favor of a partnering transaction in order to have our partnering transaction approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A common stock concurrently with or immediately following the consummation of our partnering transaction on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our partnering transaction on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our partnering transaction, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 5% of the total number of shares of as-converted Class A common stock outstanding after such conversion (including the private placement shares), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the partnering transaction; provided that such conversion of founder shares into shares of Class A common stock will never occur on a less than one-for-one basis. Performance shares One of our fundamental tenets of CAPSTM is alignment of interests. Hence, we believe that it is important to align interests from an economic perspective in our partnering transaction. As part of the CAPSTM design, we have created an incentive structure which rewards long-term performance while also minimizing dilution. We believe that Table of Contents this structure is more in-line with our long-term investment approach and different than existing special purpose acquisition companies. This incentive structure is reflected in the terms of the 120,000 performance shares (after giving effect to a 100-for-one stock split effected July 17, 2020) issued to the sponsor on June 22, 2020 for a capital contribution of $18,750, or $0.156 per share. On the last day of each fiscal year following the consummation of our partnering transaction, 10,000 performance shares will automatically convert into shares of our Class A common stock ( conversion shares ), as follows: If the price per share of our Class A common stock has not exceeded $27.50 for 20 out of 30 consecutive trading days at any time following completion of our partnering transaction, the number of conversion shares for any fiscal year will be 1,000 shares of Class A common stock. If the price per share of our Class A common stock exceeded $27.50 for 20 out of any 30 consecutive trading days at any time following completion of our partnering transaction, then the number of conversion shares for any fiscal year will be the greater of: 20% of the increase in the price of one Class A share, year-over-year but in respect of the increase above the relevant price threshold (as defined below), multiplied by the number of shares of Class A common stock outstanding at the close of the partnering transaction, excluding those shares of Class A common stock received by our sponsor through the Class F common stock, divided by the annual volume weighted average price of shares of our Class A common stock for such fiscal year (the annual VWAP ) and 1,000 shares of Class A common stock. The increase in the price of our shares of Class A common stock will be based on the annual VWAP for the relevant fiscal year. For purposes of the foregoing calculations, the price threshold will initially equal $25.00 for the first fiscal year following completion of the partnering transaction and will thereafter be adjusted at the beginning of each subsequent fiscal year to be equal to the greater of (i) the annual VWAP for the immediately preceding fiscal year and (ii) the price threshold for the preceding fiscal year. For calculation purposes, the total number of shares of Class A common stock outstanding at the closing of the partnering transaction can be no smaller than 24,000,000 (or up to 27,600,000 depending on the extent the underwriter s over-allotment option is exercised) shares of Class A common Table of Contents stock and no greater than 48,000,000 (or up to 55,200,000 depending on the extent the underwriter s over-allotment option is exercised) shares of Class A common stock. See Description of Securities Performance Shares. Anticipated expenses and funding sources Unless and until we complete our partnering transaction, no proceeds held in the trust account will be available for our use, except the withdrawal of interest for permitted withdrawals. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $300,000 per year, assuming an interest rate of 0.1% per year; however, we can provide no assurances regarding this amount. Sponsor lockup Our sponsor has agreed not to transfer, assign or sell (i) any of its performance shares except to any permitted transferees which will be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares, and (ii) any of its Class A common stock deliverable upon conversion of the performance shares for 3 years following the completion of our partnering transaction. In connection with this arrangement, our sponsor has also agreed not to transfer, assign or sell any of its founder shares until the earlier to occur of: (i) 180 days after the completion of our partnering transaction and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our partnering transaction that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Conditions to completing our partnering transaction We will complete our partnering transaction only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the voting power of the outstanding securities of the business with which we seek to partner or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction Table of Contents company owns or acquires 50% or more of the voting power of the securities of the business with which we partner, our shareholders prior to our partnering transaction may collectively own a minority interest in the post-partnering transaction company, depending on valuations ascribed to the business with which we seek to partner. In addition, we have agreed not to enter into a definitive agreement regarding a partnering transaction without the prior written consent of our sponsor. Permitted purchases of public shares by our affiliates If we seek shareholder approval of our partnering transaction, our sponsor, directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our partnering transaction. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. The purpose of any such purchases of shares could be to vote such shares in favor of the partnering transaction and thereby increase the likelihood of obtaining shareholder approval of the partnering transaction or to satisfy a closing condition in an agreement with a sponsor that requires us to have a minimum net worth or a certain amount of cash at the closing of our partnering transaction, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our partnering transaction that may not otherwise have been possible. In addition, if such purchases are made, the public float of shares of our Class A common stock may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Risks We are a newly organized company, incorporated as a Delaware corporation, established for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction that has conducted no operations and has generated no revenues. Until we complete our partnering transaction, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as such a company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001816696_industrial_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001816696_industrial_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4dcc7d7fd2ff7d7317fade2d6732046353d24a63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001816696_industrial_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: common stock are to our Class A common stock and our Class B common stock, collectively; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issuable upon the conversion thereof as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); Maxim are to Maxim Group LLC, the representative of the underwriters in this offering; management or our management team are to our officers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering, which private placement warrants are identical to the warrants sold in this offering, subject to certain limited exceptions as described in this prospectus; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor or the underwriters (or permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination; sponsor are to Industrial Tech Partners, LLC, a Delaware limited liability company, an affiliate of E. Scott Crist, our Chief Executive Officer and Chairman; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants; and we, us, company or our company are to Industrial Tech Acquisitions, Inc. Each unit consists of one share of Class A common stock and one redeemable warrant, each entitling the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. In August 2020, we effected a 0.25 for 1 stock dividend for each share of Class B common stock outstanding, resulting in our sponsor holding an aggregate of 2,156,250 founder shares (up to 281,250 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). 1 Our Company We are a newly incorporated Delaware company structured as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities and activities related to this offering. We have not selected any potential business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential target regarding entering a business combination with us. While we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus our search on North American targets operating in the industrial and energy focused technology areas including software, mobile and Internet of Things ( IoT ) applications, cloud communications and ultra-high bandwidth services, including LTE and 5G communications. Our management team believes that the adoption of technology in the industrial and energy sectors has traditionally evolved at a slower pace than most other industries. Our management team believes that this is due to large companies that have entrenched and siloed management teams and decision processes which discourage collaboration and adoption of new technologies. As such, many systems and practices are outdated and lack the efficiencies critical for long-term success in a digitally-transformed and technology-enabled world. In addition, the recent Covid-19 pandemic along with the related oil and gas contango has accelerated the need for advanced technologies such as artificial intelligence ( AI ), remote and cloud management, and visibility and analytics, as well as general industrial internet of things ( IIoT ) capabilities for the industrial sectors. Consequently, our management believes that many customers and enterprises are actively embracing such technologies and that there are significant opportunities to pursue a business combination. We believe that there are attractive opportunities to acquire and merge with rapidly growing technology companies that are at a strategic inflection point. We are focused on identifying companies with disruptive technologies that have enabled them to grow quickly and are positioned to sustain a robust growth trajectory through the addition of new capital, access to public markets, and operational or strategic expertise. We plan to seek combination targets that have new or evolving opportunities to respond to changes in the marketplace. We plan to pursue a target that presents a significant value proposition to its customer marketplace, including major cost reductions in the field, with a high rate of return on investment (ROI), a substantial decrease in carbon footprint, and/or vast improvements in safety, compliance, and environmental protocol. Our team has extensive experience in technology-related entrepreneurship, venture capital, private equity and investment banking. In addition, our Chairman and Chief Executive Officer, Scott Crist, has founded, built and successfully exited a number of businesses in the technology, telecommunications, and industrial sectors, including companies involved in emerging 5G, AI and IoT technologies. Management believes that companies that focus on these new technologies will grow significantly faster than more traditional companies. Mr. Crist is a partner at Texas Ventures Mgmt, LLC ( Texas Ventures ), a leading technology venture firm and the Chief Executive Officer of Osperity, Inc. a market leader in AI-assisted industrial computer vision. Prior to his current positions, Mr. Crist was the Chief Executive Officer and Chairman of Infrastructure Networks Inc., a leading 4G and 5G-LTE wireless broadband provider for the energy industry, until its control position sale to Apollo Global Management. Earlier in his career, Mr. Crist built Telscape International, Inc. from its start-up stage through multiple acquisitions, into a publicly traded industry leader with a market cap in excess of $100 million. He also was the founding chairman of Asset Nation Inc., formerly known as SalvageSale, Inc., an e-commerce leader in the surplus and salvage industry for the insurance brokerage and underwriting industry. The company was acquired by Ritchie Bros. Auctioneers Incorporated (NYSE: RBA) ( Richie Brothers ) in May 2012. The original SalvageSale platform served as a cornerstone of the Ritchie Brothers e-commerce strategy. Additionally, Mr. Crist founded and has been chairman of the VA-Gov Housing Fund, a partnership of profit and non-profit companies advocating for US veterans and their families since 2012. In this capacity, he became a large lender for the US government s homeless shelter program for veterans while deploying significant capital and achieving a blended IRR of approximately 15% for the for-profit limited partners. Mr. Crist also served as President and Chief Executive Officer for Matrix Telecom, Inc., a long-distance telecommunications company, which ranked 7th on the list of the 500 fastest growing private companies in the US by Inc. Magazine in 1995 and was named an Ernst & Young Entrepreneur of the Year in 2000 for the Texas region. 2 Being based in Texas will allow us to leverage the substantial proprietary deal sourcing, investing and operating expertise of our management team and advisors, including relationships with business leaders and leading entrepreneurs in the upstream and midstream oil and gas industries. In addition, we intend to leverage the deep relationships and long-standing experience that our management team and strategic advisors command in the industrial and technology venture capital and private equity sectors as discussed in Competitive Advantages below. We believe that this combination of relationships and experience will put us in an excellent position to locate potential targets, particularly those owned by private equity funds. Business Combination Criteria Our business combination criteria will not be limited to a particular industry or geographic sector, however, given the experience of our management team and board, we intend to focus our search on industrial and energy technology companies with an enterprise value of approximately $250 million to $500 million. Management believes that this relative size of target opportunities will enable the Company to pursue companies that are the most attractive from a return standpoint and are less pursued by larger, more established sources of capital. We have identified the following general criteria and guidelines that we believe are consistent with our acquisition philosophy and our management s experience, and that we believe are important in evaluating prospective business combination opportunities. We intend to use these criteria and guidelines to evaluate business combination opportunities, but we may decide to consummate our initial business combination with a target business that does not meet one or more of these criteria and guidelines. Large and Compelling Growth Market. We will focus on investments in industry segments that we believe demonstrate attractive long-term growth prospects and reasonable overall size or potential. We view growth as an important driver of value and will seek companies whose growth potential can generate meaningful upside. Attractive, Inherently Profitable Business With High Operating Leverage. We will seek to invest in companies that we believe possess not only established business models and sustainable competitive advantages, but also have inherently profitable unit economics. Strong Management Teams. We intend to acquire a business that has an experienced management team with a proven track record for producing rapid growth and with an ability to clearly and confidently articulate the business and market opportunities to public market investors. As such, we will spend significant time assessing a company s leadership and personnel and evaluating what we can do to augment and/or upgrade the team over time as needed. Opportunity for Operational Improvements. We will seek to identify businesses that we believe are stable but at an inflection point and would benefit from our ability to drive improvements in the target s processes, go-to-market strategy, product or service offering, sales and marketing efforts, geographical presence and/or leadership team. Differentiated Products or Services. We will evaluate metrics such as recurring revenues, product life cycle, cohort consistency, pricing per product or customer, cross-sell success and churn rates to focus on businesses whose products or services are differentiated or where we see an opportunity to create value by implementing best practices. Limited Technology Risk. We will seek to invest in companies that have established market-tested products or service offerings, and do not lend themselves to erratic technology risks. Appropriate Valuations. We will seek target companies for our initial business combination based on disciplined valuation-centric metrics. Management has significant negotiating and operating experience and recognizes the initial valuation is an important component of the ultimate rate of return. Benefit From Being a Public Company. We intend to pursue a business combination with a company that we believe will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company. 3 Leading Industry Position and Competitive Market Advantage. We intend to focus our search on one or more businesses based in the North American market and within industries that we believe have strong fundamentals, favorable prospects and a high likelihood of generating strong risk-adjusted returns for our stockholders. We will seek to acquire a business whose products utilize a proprietary or patented technology, have dominate market position in a specific geographic or technological niche, or have some other form of distinct competitive advantage. The factors we intend to consider include management s credentials, growth prospects, competitive dynamics, level of industry consolidation, need for capital investment, intellectual property, barriers to entry, and merger terms. Potential to Grow, Including Through Further Acquisition Opportunities. We will seek to acquire a business which has the potential to supplement its organic growth with a pipeline of potentially actionable acquisitions. We expect to work with the ongoing management team to develop the business strategy around geographic expansion, new products, high-return capital expenditure projects and acquisitions, as well as creating and maintaining the optimal capital structure for growth. High Organic Revenue Growth, Attractive Gross Margins, Prudent Debt. We will seek to acquire a business that will have the ability to grow rapidly across various market conditions and in varying economic cycles and the near-term potential to generate significant increases in revenue as well as strong and sustainable operating margins. To provide reliable guidance, we would also seek to acquire a business that has strong visibility on forward financial performance and straightforward operating metrics. Sourced on a Proprietary Basis. We do not expect to participate in broadly marketed processes, but rather will aim to leverage our extensive network to source a proprietary initial business combination. Notwithstanding the foregoing, we would consider participating in a process that is focused primarily on special purpose acquisition companies, where we would not compete with a conventional initial public offering or private equity acquisition, or at the tail end of a process when other alternatives have been eliminated, on the strength of our prior experience in closing business combinations or because our company is most appropriately sized to the target. Preparedness for the Process and Public Markets. We will seek to acquire a business that has or can put in place prior to the closing of a business combination the governance, financial systems and controls required in the public markets. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we find an opportunity that has characteristics more compelling to us than the characteristics described above, we would pursue such opportunity. Competitive Strengths and Advantages We believe that our management team is well positioned to consummate an initial business combination due to its combination of operating and investing expertise. We believe that the most likely business combination targets will be those companies at a strategic inflection point, such as rapidly growing companies stepping out from the control of private equity or venture capital owners, family owned businesses seeking some liquidity, or business units being carved out from larger conglomerates. In these scenarios in particular, we believe the experience our management team brings in successfully scaling companies, especially those in the public markets, will be looked upon favorably by both the target company as well as public stockholders. Specifically, we believe our competitive strengths to be the following: Experienced Management Team. Our management team and strategic advisors have a substantial investment track record and advisory experience, significant knowledge of both the North American energy and technology markets, access to proprietary deal flow, and strong relationships with business leaders and entrepreneurs in the industrial production, technology, and telecommunications industries. We believe their backgrounds allow us access to proprietary investment opportunities and position us to successfully complete an initial business combination. In addition, our Chairman and Chief Executive 4 Officer has prior experience in entrepreneurship, venture capital, public offerings, and acquisition led growth strategies across multiple industries but with a focus in the energy, industrial, technology and telecommunications space. Flexible Structure. With a public market for our common stock and $60 million (or $69 million if the over-allotment option is exercised in full) in trust, we have flexibility to be able to offer a target business a variety of options in structuring a transaction and funding future growth. Flexibility in using our capital stock, debt, cash or a mixture of the foregoing, allows us to work with a target company to accommodate their needs. Public Company Status. We believe our status as a public company will make us an attractive transaction partner to prospective target businesses. As a public company, we believe the target business would benefit from greater access to capital to fund future growth initiatives, further means of creating incentive and compensation plans for management that are closely aligned with shareholder s interests, and increased recognition and awareness potentially benefitting sales and recruiting. Established Deal Sourcing Network and Personal Contacts. We intend to maximize our pipeline of potential target investments by proactively approaching our extensive network of contacts, including private equity and venture capital sponsors, family offices, executives of public and private companies, merger and acquisition advisory firms, investment banks, capital markets desks, lenders and other financial intermediaries. We believe the prior investment experience and track record of our team, including our Chairman and Chief Executive Officer s successful prior involvement in successful investments, will give us a competitive advantage when sourcing potential initial business combination opportunities. relationships with private equity and venture capital firms, and through investment bankers who we believe are likely to provide us with potential combination targets. Deal-making and Capital Markets Experience through all Market Cycles. Our management team and strategic advisors consist of seasoned dealmakers with experience in a wide variety of industries, structures and market conditions, as well as experienced equity and debt capital markets professionals. Most have worked both in the energy and technology markets throughout North America, as principal investors and as advisors, through different market cycles. Our management team and strategic advisors intend to apply the same disciplined approach to acquire a business that they have used in connection with their current advisory services and principal investment activities. Experience with Complex Transactions. Members of our management team and strategic advisors have a track record of completing transactions that involve an element of complexity not well-served by a competitive auction process and on educating counterparties about the benefits of the special purpose acquisition company structure and process. We believe that our management team and strategic advisors experience with complex situations requiring creative solutions is expected to lead to less competitive transactions. Members of our management team and strategic advisors also have a history of leveraging their relationship networks for due diligence and to develop a unique perspective and comfort with the issues faced in such complex opportunities. Public Company Operating Expertise. Our team has over 60 cumulative years of experience as either executive officers or directors of private and publicly traded companies, have the ability to shepherd targets through the going public process, and to navigate the ongoing challenges of operating as a public company. We anticipate that one or more members of our management team or board, would remain on the board of the company post business combination. In addition, some of the potential acquisition targets we consider may operate within a closely regulated industry. We believe that the expertise within our management team around closely regulated energy and telecommunications industries will be advantageous when evaluating certain acquisition targets. Investment Expertise. Our management team has extensive experience in identifying, evaluating, structuring, acquiring, and investing in privately held companies. Collectively, the members of our management team alone have been involved with or led over fifty acquisitions and investments. 5 Broad Sector Focused Expertise. Our management team brings deep expertise in a wide range of sub-sectors within our target industries. We believe that our diverse range of expertise increases our chances of identifying a business combination target where we have the expertise to appropriately diligence the investment and to provide value post business combination. Specifically, members of our management team have experience operating, investing or serving on boards of companies in the following sub-sectors: oil& gas upstream, downstream and production, renewable and transition fuels, refineries, terminals and network integration. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We will have until 15 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we will be required to extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 21 months to complete a business combination). Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees, must deposit into the trust account $750,000, or up to $862,500 if the underwriters over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline, for each three month extension (up to an aggregate of $1,500,000 (or up to $1,725,000 if the underwriters over-allotment option is exercised in full), or $0.20 per share, if we extend for the full six months). We will issue a press release announcing the extension at least three days prior to the applicable deadline. In addition, we will issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are obligated to fund the trust account to extend the time for us to complete our initial business combination. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act . Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned 6 or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Our Business Combination Process In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Our officers and directors have agreed not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 15 months after the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus). Corporate Information Our executive offices are located at 5090 Richmond Ave, Suite 319, Houston, Texas 77056, and our telephone number is 713-599-1300. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. 7 In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th. 8 THE OFFERING
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001816816_ardagh-mp_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001816816_ardagh-mp_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a9cd0f7863f0ad1b4fc7e039088412e2d1dedeb9
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001816816_ardagh-mp_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: Gores Holdings V, we, us, company or our company are to Gores Holdings V, Inc., a Delaware corporation; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; management or our management team are to our officers and directors; sponsor are to Gores Sponsor V LLC, a Delaware limited liability company and an affiliate of Gores; initial stockholders are to holders of our founder shares prior to this offering; The Gores Group or Gores are to The Gores Group, LLC, a Delaware limited liability company; common stock are to our Class A common stock and our Class F common stock, collectively; founder shares are to shares of our Class F common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; and equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A common stock issued in connection with our initial business combination, including but not limited to a private placement of equity or debt. Each unit consists of one share of Class A common stock and one-fifth of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED AUGUST 3, 2020 PRELIMINARY PROSPECTUS $400,000,000 40,000,000 Units Gores Holdings V, Inc. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-fifth of one warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriters a 45-day option to purchase up to an additional 6,000,000 units to cover over-allotments, if any. We will provide our stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to fund our regulatory compliance requirements, working capital requirements and other costs related thereto and/or to pay our franchise and income taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares throughout this prospectus, subject to the limitations described herein. If we are unable to complete our business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to fund our regulatory compliance requirements, working capital requirements and other costs related thereto and/or to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Gores Sponsor V LLC (which we refer to as our sponsor throughout this prospectus), has committed to purchase an aggregate of 5,000,000 warrants (or 5,600,000 warrants if the over-allotment option is exercised in full) at a price of $2.00 per whole warrant (approximately $10,000,000 in the aggregate, or $11,200,000 if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each whole private placement warrant is exercisable to purchase one whole share of our Class A common stock at $11.50 per share. Our sponsor purchased 11,500,000 shares of our Class F common stock (up to 1,500,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). We refer to these shares of Class F common stock as the founder shares throughout this prospectus. The shares of Class F common stock will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that any amount of additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the business combination, the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock issued and outstanding upon completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination). Prior to our initial business combination, only holders of shares of our Class F common stock will be entitled to vote on the appointment of directors. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Currently, there is no public market for our units, Class A common stock or warrants. We have applied to have our units listed on the NASDAQ Capital Market, or NASDAQ, under the symbol GRSVU promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on NASDAQ. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC inform us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on NASDAQ under the symbols GRSV and GRSVW, respectively. We are an emerging growth company under applicable
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001817153_edtechx_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001817153_edtechx_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3ad4942d5564cd2f7fcfe5736f8d79b86ef8a537
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001817153_edtechx_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: common stock are to our Class A common stock and our Class B common stock, collectively; founder shares are to shares of our Class B common stock held by our initial stockholders prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees) and MIHI (or its permitted transferees); Jefferies are to Jefferies LLC, a Delaware limited liability company, and the sole book-running manager of this offering; Macquarie Capital are to Macquarie Capital (USA) Inc., one of the underwriters of this offering; MIHI are to MIHI LLC, a Delaware limited liability company and an affiliate of Macquarie Capital; management or our management team are to our officers and directors; private placement warrants are to the warrants issued to our sponsor, MIHI and Jefferies (if the underwriters over-allotment option is exercised) in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and members of our management team to the extent our initial stockholders and/or members of our management team purchase public shares; provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and to the private placement warrants and any warrants issued upon conversion of working capital loans, in each case once they are no longer held by the initial holders thereof or their permitted transferees; sponsors are to IBIS Capital Sponsor II LLC and IBIS Sponsor II EdtechX LLC, limited liability companies affiliated with certain of our officers and directors; trust account are to the trust account in the United States at UBS Financial Services, Inc., with Continental Stock Transfer & Trust Company acting as trustee, into which we will deposit certain proceeds from this offering and the sale of the private placement warrants; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants and any warrants issued upon conversion of working capital loans; and we, us, Company or our company are to EdtechX Holdings Acquisition Corp. II. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a Delaware corporation incorporated on May 27, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which we refer to herein as an initial business combination, with one or more businesses or entities, which we refer to herein as a target business. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific target business and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any target business regarding a business combination with our company. We initially intend to focus our search on target businesses in the education, training, re-skilling, human capital and education technology ( edtech ) industries. 1 Table of Contents We will seek to build an industry leading and sustainable acquisition platform of innovative next generation education and training businesses with attractive returns on invested capital. By consummating a business combination with a target business in one of the industries described above, we hope to offer public market investors near-tern access and direct investment exposure to the long-term trends favorably impacting these sectors and to the consolidation and value-creation opportunities related thereto. We will also look for target businesses that are exposed to long term favorable macro trends and with proven management teams who will foster an ownership culture with strong alignment of incentives. Notwithstanding the foregoing, our efforts to identify a prospective target business will not be limited to any specific geographic region or industry. As a result, if we seek to acquire a target business in an industry other than the education, training, re-skilling, human resources and edtech industries, many of the disclosures contained in this prospectus, such as the benefits and risks related to edtech companies, would no longer be applicable to our company. Our founders and platform partners Our founders, Charles McIntyre, our Executive Chairman and Chief Investment Officer, and Benjamin Vedrenne-Cloquet, our Chief Executive Officer, are long standing business partners. They have decades of experience as investors, advisors and operators in fragmented industries undergoing global consolidation and digital transition, in particular the media and education sectors. Together, they have been building and leading a thematic platform dedicated to the education, training and edtech sectors through two companies IBIS Capital Limited and Edtech Global Ltd. Through our founders relationships with IBIS Capital and Edtech Global (together, our platform partners ), we expect to have access to their resources and strategic capabilities. Our founders and platform partners have a shared vision of identifying, growing, transforming and investing in next generation education and training companies. They actively track and curate a broad and fragmented universe of incumbents and innovators in the sector, globally. They are also active in shaping and disseminating industry and investment trends. Our management team has a SPAC track record with institutional investors. We believe that our management team and platform partners relationships with leading edtech company founders, senior executives of private and public education and training companies, venture capitalists and private equity fund managers, in addition to the strategic capabilities brought by our platform partners, will give us a competitive advantage in our acquisition strategy and our ability to identify and implement value creation initiatives. IBIS Capital was formed in 2003 as a sector focused investment bank specializing on opportunities arising from the impact of digital technology. IBIS Capital is headquartered in London, UK and has established itself as a leading independent investment bank within the education, edtech and media sectors, working with companies, financial sponsors, family offices and institutional investors across Europe, Asia and North and South America. Since its founding, IBIS Capital has completed over 100 M&A transactions. IBIS Capital was a founding partner in 2006 of IBIS Capital Partners, a long/short hedge fund focused on the global media sector. The majority shareholder and Chief Executive Officer of IBIS Capital is Charles McIntyre, who was formerly a managing director of the investment banking businesses of Apax Partners, an international private equity firm. Benjamin Vedrenne-Cloquet, who is an operating partner and co-owner of IBIS Capital, has been responsible together with Mr. McIntyre for the development of the IBIS Capital and Edtech Global education platform. Prior to joining IBIS Capital in 2012, Mr. Vedrenne-Cloquet held various senior management and investment positions at leading US and international publicly listed media groups, focusing particularly on digital transition situations and investments. The media groups include Warner Media, formerly Time Warner (NYSE: TWX), Omnicom (NYSE: OMC), Modern Times Group (NASDAQ: MTGA), and Lagardere (EPA: MMB). Mr. Vedrenne-Cloquet is also Chairman of the Board of Trustee of CFBL, an international French bilingual school in London, and a senior advisor to EDUCAPITAL, a leading European venture capital fund focused on edtech. EdTech Global, which was spun out from IBIS Capital in 2015, is a research and event company that owns and operates international conferences and publishes industry research under the EdTechX brand. Its senior executives, innovators and investors are involved in and connected to the education and training sectors. EdTech Global addresses a global audience through its digital event (EdtechX Online) and global EdtechX conference series and ecosystem tours which take place in Europe (EdtechX Europe), Asia (EdtechX Asia) and Africa (EdTechX Africa). Edtech Global also works in partnership with other event organizers in the U.S., Middle East, China and Japan. 2 Table of Contents EdTech Global maintains a proprietary database of over 4,750 CEOs, 675 investors and 5,000 companies, providing access to over 62,500 senior executives, entrepreneurs, business owners, functional experts, investors and influencers operating within the education and training sector across the globe. Messrs. McIntyre and Vedrenne-Cloquet also founded EdtechX Holdings Acquisition Corp., or EdtechX 1, a blank check company like our company that was formed to consummate an initial business combination in the education and training sectors. EdtechX 1 completed its initial public offering in October 2018 raising gross proceeds of $63,250,000. In March 2020, EdtechX 1 consummated its initial business combination with Meten Education Group, Ltd. in a transaction with an implied equity valuation for Meten of approximately $535 million. The combined entity is now operating as Meten EdtechX Education Group Ltd. (Nasdaq: METX; METXW). Messrs. Vedrenne-Cloquet and McIntyre are currently independent directors of Meten EdtechX. Meten EdtechX is a leading English language training ( ELT ) provider in Asia, delivering English language and future skills training for students and young professionals through digital platforms and a nationwide network of learning centers. Meten-EdtechX provides its services under three industry-leading brands: Meten (adult and junior ELT services), ABC (primarily junior ELT services) and Likeshuo (online ELT). Meten EdtechX is committed to meeting the increasing demand for ELT services arising primarily from the strong growth of urban middle class all across Asia. Messrs. McIntyre and Vedrenne-Cloquet identified Meten Education Group as an attractive business combination target for EdtechX 1 due to its strong market position, fast growing digital offering and highly capable management team that was operating within a sector that was experiencing strong market demand. We believe our management team, together with their platform partners, will provide us with an extensive industry network with which we intend to source and evaluate target businesses as well as devise plans to optimize any business that we acquire. We believe that our partners also share our long-term approach to capital allocation and strategic decision making and that they will assist us in implementing our objectives which, in combination, will be a key differentiator for our company. Finally, our board of directors and advisory board represent a diverse and highly experienced group of investors, operators, educators, technologists and advisors. Together, we believe they will enhance our connectivity to both investors and target businesses and ensure our company meets the highest standard of corporate governance and adopts a rigorous approach to capital allocation. Notwithstanding the foregoing, past performance by our management team is not a guarantee either (i) that we will be able to locate a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of the performance of our management team s or businesses associated with them as indicative of our future performance of an investment in our company or the returns we will, or are likely to, generate going forward. Rationale for a thematic focus on the Education, Training and Edtech Industries: We believe the total addressable market ( TAM ) for education, training and edtech companies is robust and growing. Holon IQ estimates the global market to be $5.2 trillion in 2020, with the potential to reach $7.1 trillion in 2025, or a 6% Compound Annualized Growth Rate ( CAGR ) over that period. Within the global education, training and edtech market, digital solutions are expected to represent $186 billion in 2020 (3.6% of broader education spend) and $406 billion in 2025 (5.7% of broader education spend), representing a 17% CAGR over that period. The long-term outlook for digital solutions has undoubtedly been accelerated by COVID-19, with $40 billion to $90 billion in additional annual revenue projected by 2025. We believe the edtech sector offers both value and growth investment opportunities. While school and university closures weakened the traditional players, technology enabled solutions thrive. As estimated by the Cairneagle global education spend model, edtech expenditure for the categories listed below are expected to grow at the following rates: Early Years: from 2019 to 2025, an expected CAGR of 4% K-12: from 2019 to 2025, an expected CAGR of 12% 3 Table of Contents Higher Education: from 2019 to 2025, an expected CAGR of 17% B2C: from 2019 to 2025, an expected CAGR of 32% Training: from 2019 to 2025, an expected CAGR of 18% We believe the education, training and edtech market has favorable growth drivers, as demonstrated by its importance globally. Currently, there are over 1.5 billion people around the world who require schooling across pre-primary and higher education outlets. HolonIQ estimates the world population to grow by 200,000 new people each day and expects there to be one billion new entrants to the education industry by 2030. Education is heavily influenced by the digitization of the workforce and, according to the Organisation for Economic Co-operation and Development (OECD), more than one billion jobs will be transformed by technology over the next 10 years. This trend will require one billion people to retrain and reskill by 2030. We believe that the private education, training and edtech industries present attractive characteristics of global long term growth prospects, stable and cycle-proof demand, fragmented market with opportunities for consolidation, lack of dominant players and global brands, predictable digital transition patterns, and a large universe of privately owned growing and profitable targets. We believe that education, training and edtech companies are largely under-represented in the publicly traded markets in the U.S. and globally relative to the size of the sectors. According to Holon IQ, the cumulative market capitalization of all public listed education stocks in 2018 represented less than 5% of the amount spent on global education in 2018. In comparison, this ratio reaches 50% in the healthcare industry. We believe that this scarcity and under-representation in the publicly traded markets may result in opportunities that are valued at a discount in the private markets as compared to their public market quoted peers. We also believe that companies in these sectors will out-perform companies in other sectors in terms of stock appreciation, including technology stocks. For example, our management s research indicates that since January 2016, education technology stocks have largely outperformed the US Dow Jones Technology index, including during the COVID-19 driven market turmoil earlier this year. We believe that five long-term trends are driving positive transformation in the education and training industry, creating opportunities for long term value-creation in the sector specifically and, more broadly, in the associated knowledge economy. These drivers of transformation are: Digitization (the use of digital content and services), Personalization (designing education and training on a bespoke basis for the individual), Privatization (the growing private supply of education and training), Automation (the use of artificial intelligence and data to enhance efficacy and efficiency of education and training) and Globalization (the international development and dissemination of content, certification, technology and brands). We will look to take advantage of these long-term trends impacting the sector and to the associated consolidation and value-creation opportunities. In addition, the education and training industry is a structural beneficiary of the COVID-19 disruption which has created conditions for sustained and accelerated mass adoption of digital solutions among the global student population and workforce. We believe that by leveraging our management s sector knowledge, extensive transaction experience, global network of influencers and business owners, together with strategic access to targets and capital markets, we can provide a number of significant benefits to potential business combination partners and public market investors that can potentially lead to attractive long-term risk-adjusted returns. We believe that we are currently the only blank check listed company thematically focused on the education, training and edtech industries, creating an alternative path to a traditional IPO and a selective consolidation platform for the large universe of growing and profitable privately-held companies which could benefit from having a direct access to capital market to achieve their long term goals and take advantage of growth, consolidation and disruption opportunities available in the sector globally. We believe that a number of growing and profitable targets with established brands, price power and predictable earnings are available in US and also internationally, particularly in Europe and Asia Pacific, where access to U.S. capital markets is often constrained for these companies, resulting in valuation arbitrage opportunities versus their U.S. peers. We believe that we could become a differentiated consolidation platform for strategically positioned private companies focused on preparing the next generation of students, workers and professionals to compete in the knowledge economy. 4 Table of Contents We will target business combination opportunities which we believe will provide our investors with exposure to the growth, consolidation and disruption opportunities available in the education, training and edtech sectors globally. Business Strategy Our business strategy is to identify and complete our initial business combination with a target business that is well positioned strategically to take advantage of the growth, consolidation and disruption opportunities available in the education, training and edtech sectors globally, in order to build long-term shareholder value. We expect that key aspects of our business strategy will include: Targeting private education and training companies with price power, attractive brands, strong and diverse management teams, track record of growth and scalable platforms. Market segments on which we plan to focus typically share five common characteristics: underlying and stable growth, significant size, currently fragmented, profitable, and early-adopters of technology. These include, but are not limited to, the international school market, alternative education, vocational training, corporate training, human resources and upskilling. Focusing on companies that are ready to operate in the scrutiny of public markets, with strong management, corporate governance and demonstrated financial controls and financial reporting excellence. Targeting companies with attractive organic growth prospects or which possess significant embedded and/or underexploited expansion opportunities. Targeting companies that can serve as a platform for both organic and acquisitive growth. We intend to pursue bolt-on acquisitions as well as larger transactions that we believe will improve the overall business profile and be accretive to shareholders. Focusing on geographies (i) with low political risk; (ii) with stable economies where the propensity of affluent middle class to spend disposable income in private education and training is high (and/or growing rapidly); (iii) where, comparatively, the supply of quality education and professional training is scarce; and (iv) where the government has a favorable outlook on the development of private education and on implementing policies aiming at improving workforce readiness for the knowledge economy and addressing skill gaps in the private sector. Our focus will be primarily on making an acquisition in North America, with a lesser focus in Europe and Asia (excluding China). Implementing a strategy aimed at operational enhancements such as margin improvement, free cash flow conversion, use of technology, brand licensing, pricing strategies, asset optimization and SG&A efficiencies. We believe these steps will help us create shareholder value by improving returns on invested capital while lowering the cost of capital of the acquired business. In addition, we will plan to grow through strategic acquisitions. We will pursue bolt-on acquisitions as well as larger transactions that we believe will improve the overall business profile and be accretive to shareholders. Implementing a prudent capital structure that maintains operational flexibility. We will also generally seek target businesses that: Have an enterprise value of between $400 million and $2 billion; Have a defensible market position, with demonstrated advantages when compared to their competitors and which create barriers to entry against new competitors; Have a diversified customer base better positioned to endure economic downturns and changes in the industry landscape; Operate in geo-political stable areas and in undersupplied markets with a favorable regulatory environment; and Have the ability to leverage operational and technological advances and experience. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination. 5 Table of Contents We believe our ability to complete an initial business combination will be enhanced by: Our leveraging of the international network of senior executives, entrepreneurs and investors focused on the education industry that our management has developed over the years through its joint platform of IBIS Capital and Edtech Global. These individuals could be a source of significant deal flow as well as a potential source of additional management talent or advisors for the acquired company. The education industry is characterized by a large number of family-owned businesses which do not have ready access to the capital markets and which would seek to transition ownership of a business they have built over many years and in some cases, generations, to a company focused on building and achieving a positive and sustainable outcome for their stakeholders. Our management is focused on implementing a conservative capital structure that provides the business with the flexibility it needs to evolve in a dynamic and fragmented competitive landscape. Our management s experience in successfully consummating a business combination for EdtechX 1, which provides us with valuable insight in identifying an appropriate target with which our company can complete its own business combination. Our management s belief that a significant number of transactions in our chosen sectors have been delayed during the course of the COVID-19 pandemic resulting in a large number of potential opportunities available for our company to engage with following this offering. In addition, we believe that some companies which are operationally sound and have attractive growth opportunities but have experienced some financial distress due to COVID-19 may further increase the number of potential business combinations available to us. Our relationships with family offices, financial sponsors and institutional thematic investors who can provide us with access to pools of capital and investment opportunities. Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review which will encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, and a review of financial and other information about the target and its industry. We are not prohibited from pursuing our initial business combination with a target business that is affiliated with our sponsors, initial stockholders, officers, directors or their affiliates or from making the acquisition through a joint venture or other form of shared ownership with any of the foregoing. In the event we seek to complete our initial business combination with a target business that is affiliated with our sponsors, initial stockholders, officers, directors or any of their affiliates, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent valuation or appraisal firm that regularly renders valuation opinions that such an initial business combination is fair to our company from a financial point of view. Each of our directors and officers may, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination. Certain of our directors and officers currently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which they are or will be required to present business combination opportunities to such entities subject to his or her fiduciary duties. If any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. 6 Table of Contents No members of our management team have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member specifically in his or her capacity as an officer or a director of the company. Members of our management team may be required to present potential business combinations to other entities to whom they have fiduciary duties before they present such opportunities to us. Any knowledge or presentation of such opportunities may therefore present conflicts of interest. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Initial Business Combination Nasdaq rules require that we must consummate an initial business combination with one or more businesses or entities with a fair market value equal to at least 80% of the value of the trust account (excluding the amount of any deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the agreement to enter into such initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent valuation or appraisal firm that regularly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business for the post-acquisition company to meet certain objectives of the target management team or stockholders or for other reasons, but we only intend to complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target or assets sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for the purposes of a tender offer or for seeking stockholder approval, as applicable. The net proceeds of this offering and the sale of the private placement warrants released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment 7 Table of Contents of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. In addition, we may be required to obtain additional financing in connection with the closing of our initial business combination to be used following the closing for general corporate purposes as described above. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsors, initial stockholders, officers, directors or any of their affiliates is required to provide any financing to us in connection with or after our initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. Corporate Information Our offices are located at 22 Soho Square, London, W1D 4NS, United Kingdom, and our telephone number is +44 207 070 7080. Upon completion of this offering, our corporate website address will be www.edtechxcorp.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus forms a part. You should not rely on any such information in making your decision whether to invest in our securities. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior December 31st, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior December 31st, or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior December 31st. 8 Table of Contents THE OFFERING
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001817640_breeze_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001817640_breeze_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..01ed3c16f068337bfa24d41b3b383b046eb3d308
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001817640_breeze_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: we, us, company or our company are to Breeze Holdings Acquisition Corp., a Delaware corporation; public shares are to shares of our common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to the redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and to any private placement warrants or warrants issued upon conversion of working capital loans that are sold to third parties that are not our sponsor or executive officers or directors (or permitted transferees) following the consummation of our initial business combination; management or our management team are to our executive officers and directors; rights are to the rights sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); sponsor is to Breeze Sponsor, LLC, a Delaware limited liability company, an entity owned by Breeze Acquisition Management, LLC; initial stockholders are to holders of our founder shares prior to this offering; founder shares are to shares of our common stock initially purchased by our initial shareholders in a private placement prior to this offering; private placement warrants are to the warrants issued to our sponsor and I-Bankers in a private placement simultaneously with the closing of this offering; and warrants are to our warrants, which includes the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees. Each unit consists of one share of common stock, one right and one redeemable warrant. Each right entitles the holder to receive one-twentieth (1/20) of a share of common stock upon the consummation of our initial business combination. Each whole warrant entitles the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise the underwriters over-allotment option. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 20, 2020 PRELIMINARY PROSPECTUS Breeze Holdings Acquisition Corp. $100,000,000 10,000,000 Units Breeze Holdings Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to focus our search for a target business in the energy industry in North America. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our common stock, one right and one redeemable warrant. Each right entitles the holder thereof to receive one-twentieth (1/20) of one share of common stock upon the consummation of an initial business combination, as described in more detail in this prospectus. We will not issue fractional shares. As a result, you must have 20 rights to receive a share of common stock at the closing of the business combination. Each warrant entitles the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have also granted the underwriters a 45-day option to purchase up to an additional 1,500,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding shares of common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we are unable to complete our business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Breeze Sponsor, LLC (which we refer to as our sponsor throughout this prospectus), and I-Bankers Securities, Inc. ( I-Bankers ) have committed to purchase an aggregate of 4,900,000 warrants (or 5,425,000 warrants if the underwriters over-allotment option is exercised in full) at a price of $1.00 per warrant ($4,900,000 in the aggregate, or $5,425,000 if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Of such amount, 3,800,000 warrants will be purchased by our sponsor (or 4,325,000 if the over-allotment is exercised in full) and 1,100,000 warrants will be purchased by I-Bankers. We refer to these warrants throughout this prospectus as the private placement warrants. The private warrants are identical to the warrants sold in this offering except as otherwise described in this prospectus. Prior to this offering, our initial shareholders, which include our sponsor and I-Bankers, purchased 2,875,000 shares of common stock (up to 375,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which we also refer to as founder shares. In addition, our sponsor has agreed to enter into an agreement in accordance with the guidelines of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, to place limit orders, through an independent broker-dealer registered under Section 15 of the Exchange Act which is not affiliated with us nor part of the underwriting or selling group, to purchase up to 7,500,000 of our rights in the open market at market prices not to exceed $0.10 per right and further subject to the conditions described elsewhere in this prospectus. I-Bankers has also agreed to purchase up to 2,500,000 of our rights in the open market at market prices not to exceed $0.10 per right and further subject to the conditions described elsewhere in this prospectus. Currently, there is no public market for our units, common stock, rights or warrants. We have applied to list our units on The Nasdaq Capital Market, or Nasdaq, under the symbol BREZU. We expect that our units will be listed on Nasdaq on the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The common stock, rights and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless I-Bankers informs us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. At the time that the common stock, warrants and rights comprising the units begin separate trading, holders will hold the separate securities and no longer hold units (without any action needing to be taken by the holders), and the units will no longer trade. Once the securities comprising the units begin separate trading, we expect that the common stock, rights and warrants will be listed on Nasdaq under the symbols BREZ, BREZR and BREZW , respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 33 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 100,000,000 Underwriting discounts and commissions (1) $ 0.20 $ 2,000,000 Proceeds, before expenses, to us $ 9.80 $ 98,000,000 (1) The underwriters will receive compensation in addition to the underwriting discount. See Underwriting (Conflict of Interest) for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $101.5 million or approximately $116.7 million if the underwriters over-allotment option is exercised in full ($10.15 per unit), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to us to pay our taxes, these funds will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) or (B) with respect to any other provision relating to stockholders rights or pre-business combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Sole Book-Running Manager I-Bankers Securities, Inc. Co-Manager Northland Capital Markets , 2020 Table of Contents Our Company We are a newly organized blank check company incorporated on June 11, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an acquisition opportunity in any industry or sector, we intend to focus on assets used in exploring, developing, producing, transporting, storing, gathering, processing, fractionating, refining, distributing or marketing of natural gas, natural gas liquids, crude oil or refined products in North America. We intend to identify and acquire a business that could benefit from a hands-on owner with extensive operational experience in the energy sector in North America and that presents potential for an attractive risk-adjusted return profile under our stewardship. Even fundamentally sound companies can often under-perform their potential due to underinvestment, a temporary period of dislocation in the markets in which they operate, including the impact of COVID-19, over-levered capital structures, excessive cost structures, incomplete management teams and/or inappropriate business strategies. Our management team has extensive experience in identifying and executing such potential acquisitions across the upstream and midstream energy sectors. In addition, our team has significant hands-on experience working with private companies in preparing for and executing an initial public offering and serving as active owners and directors by working closely with these companies to continue their transformations and to create value in the public markets. We believe that our management team is well positioned to identify attractive risk-adjusted returns in the marketplace and that their contacts and transaction sources, ranging from industry executives, private owners, private equity funds, and investment bankers, in addition to extensive global industry and geographical reach of the I-Bankers platform, will enable us to pursue a broad range of opportunities. Our management believes that its ability to identify and implement value creation initiatives will remain central to its differentiated acquisition strategy. We will seek to capitalize on the extensive experience of each of the members of our management team who have nearly 30 years average experience in the energy industry. Our management team, including J. Douglas Ramsey, Ph.D., Russ Griffin and Charles C. Ross, P.E., has a history of creating significant value and generating attractive shareholder returns. Dr. Ramsey, our Chairman and Chief Executive Officer, was the President and Chief Financial Officer of Saddle Operating, LLC ( Saddle Operating ), a private acquisition and production company that pursued large, long-life producing oil and gas assets in the Barnett Shale region of North America. Mr. Griffin, our President, joined Saddle Operating as Chief Operating Officer in May 2014 and Mr. Ross, our Chief Operating Officer, joined Saddle Operating as Vice President of Compliance in September 2017. In December 2016, Saddle Operating completed two acquisitions of assets in the Barnett Shale totaling approximately $415 million. Prior to Saddle Operating, Dr. Ramsey served as a Director and Chief Financial Officer of EXCO Resources, Inc. ( EXCO ), an independent oil and natural gas company engaged in the acquisition, development and exploitation of properties in the Haynesville, Bossier, Marcellus and Eagle Ford shale plays, Mr. Griffin joined EXCO in January 2007 as Vice President of Environmental, Health and Safety, and Mr. Ross joined EXCO in February 2010 as Director of Regulatory and Governmental Affairs. During their time at EXCO, Dr. Ramsey and Messrs. Griffin and Ross grew EXCO s assets from $3 million to over $6 billion with over 15,000 wells and more than 1,400 employees and contractors. In 2003, Dr. Ramsey helped lead EXCO through a $354 million management-led buyout. From 2003 to 2006, EXCO successfully closed approximately $900 million of acquisitions and sold Addison Energy Inc. for $443 million. In 2006, EXCO consummated another initial public offering and, following its initial public offering, EXCO s enterprise value grew from $1.5 billion in 2006 to $8.4 billion in 2008 with the assistance of Dr. Ramsey s leadership. Before joining EXCO, Table of Contents Dr. Ramsey was appointed as Financial Planning Manager of Coda Energy, Inc. ( Coda ), an independent energy company engaged in the acquisition and exploitation of West Texas oil and natural gas properties. Dr. Ramsey served from 1992 until Coda was acquired by Belco Oil & Gas Corp. in November 1997 for approximately $360 million. Dr. Ramsey successfully assisted in the closing of more than 50 transactions at Coda with an aggregate purchase price of more than $172 million. Our management team has extensive experience in taking companies public, acquisitions, divestitures, corporate sales, and equity and debt capital markets transactions in the energy industry. Additionally, our management team has well-established banking relationships and procured several billion dollars of committed capital in connection with prior investments. Our team has experience investing across a variety of commodity price cycles and a track record of identifying high quality assets and businesses with significant resources, capital and optimization potential. In addition, our management team has an intense focus on cost management which we believe will translate into meaningful reductions in overall capital and operating costs. Our management team has consistently demonstrated their commitment to cost management. At EXCO, for example, Dr. Ramsey and Messrs. Griffin and Ross were able to significantly improve EXCO s drilling and development costs and operating costs through renegotiated rig rates and operating efficiencies. Our management team also has extensive experience in energy joint ventures. In 2009, EXCO entered into upstream and midstream joint ventures in the Haynesville Shale with BG Group PLC in which EXCO received approximately $900 million of cash and $400 million of carried interest. Additionally, in 2010, EXCO entered into an upstream joint venture in the Marcellus Shale with BG Group PLC in which EXCO received $800 million of cash and $150 million of carried interest. These joint ventures, along with the divestiture of approximately $1.1 billion of non-strategic assets, enabled EXCO to reduce its debt approximately $2.1 billion, or 67%, and increase liquidity to nearly $1.2 billion. Prior to this offering, 13.9% of our common stock was held by I-Bankers Securities, Inc. I-Bankers is a global provider of financial and advisory services. I-Bankers main business focus is generating returns to investors and stockholders by providing a diversified range of services to clients. I-Bankers acts on behalf of institutional, corporate and retail clients and counterparties around the world. I-Bankers comprises advisory, capital raising and principal investing capabilities. The firm provides varied services to corporate, financial sponsor and government clients involved in mergers and acquisitions, debt and equity fund raising, corporate restructuring, and project finance. In the United States, I-Bankers has specialist sector expertise and a comprehensive advisory and capital markets platform. The past performance of the members of our management team, I-Bankers, or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record of the performance of our management team, I-Bankers, or their affiliates as indicative of our future performance. None of our directors have any past experience with any blank check companies or special purpose acquisition companies. Business Strategy Our acquisition and value creation strategy will be to identify, acquire and, after our initial business combination, build a company in the energy industry in North America that complements the experience of our management team and can benefit from their operational expertise and/or executive oversight. Our acquisition Table of Contents strategy will leverage our management team s network of potential proprietary and public transaction sources where we believe a combination of our relationships, knowledge and experience in the energy industry could effect a positive transformation or augmentation of existing businesses or properties to improve their overall value proposition. We plan to utilize the network and industry experience of our management team and business partners in seeking an initial business combination and employing our acquisition strategy. Over the course of their careers, the members of our management team and their affiliates have developed a broad network of contacts and industry relationships that we believe will serve as a useful source of acquisition opportunities. This network has been developed through our management team s extensive experience in both investing and operating in the energy industry. In addition to our industry and lending community relationships, we plan to leverage relationships with management teams of public and private companies, capital market participants, private equity groups, investment banking firms, consultants, restructuring advisers, attorneys and accounting firms, which we believe should provide us with a number of business combination opportunities. Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate the parameters for our search for a target business and a potential business combination and begin the process of pursuing and reviewing opportunities with value creation potential. We also plan to leverage the relationships and reputation that our management team has developed at Saddle Operating. As noted above, Saddle Operating was a private acquisition and production company that was founded in December 2013 to focus on long-life producing oil and gas assets in the Barnett Shale. Saddle Operating was backed by First Reserve Corporation, a leading global private equity and infrastructure investment firm focused solely on energy, which provided capital and operational support to Saddle Operating. Saddle Operating completed two acquisitions of assets in the Barnett Shale totaling approximately $415 million in December 2016. Over five years, Saddle Operating developed relationships with other public and private upstream and midstream oil and gas companies, oilfield service providers and investors. These relationships will provide additional opportunities for our management team to find and pursue suitable target businesses. The primary strategies our management team will use to identify a potential business combination to generate favorable returns include seeking to: Acquire and operate quality, producing assets, with high working interests, in a well-known basin with a large oil and gas reserve base and production, proved reserve and cash flow upside at an attractive valuation. Provide development capital and expertise to partner with companies with high quality assets, established infrastructure and core acreage positions at attractive economics. Leverage proved developed reserves while targeting multiple productive pay zones to increase upside potential. Target producing assets with significant opportunities for cost improvements and application of new technology. Acquisition Criteria Consistent with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire companies that we believe: are well positioned to benefit from increased levels of production from key domestic basins; Table of Contents have significant proved developed producing reserves in a well-known basin with proven development opportunities; have the ability to generate significant current free cash flow; have potential to generate significant growth in shareholder value following our initial business combination; are at an inflection point, such as requiring additional management expertise, are able to innovate through new operational techniques and technology, or where we believe we can drive improved financial performance; have developed leading positions within the energy industry, based on our evaluation of several factors, including growth profile, competitive environment, profitability profile and sustainability of business plan; can utilize the extensive networks, operational experience and insights our management team has built in the energy industry; are fundamentally sound but we believe can achieve better results by leveraging the operating and financial experience of our management team and their affiliates; exhibit unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; and can offer attractive risk-adjusted returns on investments for our stockholders. We will seek to acquire the target on terms and in a manner that leverage our management team s experience investing within the energy industry. Potential upside from growth in the target business and an improved capital structure will be weighed against any identified downside risks. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. In conducting our due diligence review, we intend to leverage the experience of members of our management team and I-Bankers on an efficient and cost effective basis as we deploy them to review matters related to their specific areas of functional expertise. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Table of Contents Members of our management team, our sponsor and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination target if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Our executive officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combination targets and monitoring the related due diligence. Our sponsor and executive officers have agreed, pursuant to a written letter agreement, not to participate in the formation of, or become an officer of, any other blank check company until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 12 months after the closing date of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination); provided that this agreement would not prevent our executive officers from serving as directors in other blank check companies. Neither I-Bankers nor any of its affiliates has entered into such an agreement, and, accordingly, are not precluded from participating in any other blank check company or from underwriting an offering by any other blank check company. Initial Business Combination So long as we obtain and maintain a listing for our securities on Nasdaq, our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business Table of Contents or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Corporate Information Our executive offices are located at 5324 Davis Blvd., North Richland Hills, Texas 76180, and our telephone number is (619) 500-7747. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Table of Contents The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors. Securities offered 10,000,000 units, at $10.00 per unit, each unit consisting of: one share of common stock; one right to receive one-twentieth (1/20) of one share of common stock upon the consummation of an initial business combination; and one redeemable warrant. Proposed Nasdaq symbols Units: BREZU Common Stock: BREZ Rights: BREZR Warrants: BREZW Trading commencement and separation of common stock, rights and warrants The units will begin trading promptly after the date of this prospectus. The common stock, rights and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless I-Bankers informs us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. At the time that the common stock, warrants and rights comprising the units begin separate trading, holders will hold the separate securities and no longer hold units (without any action needing to be taken by the holders), and the units will no longer trade. Separate trading of the common stock, rights and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the common stock, rights and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters over- Table of Contents allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 10,000,000 (assuming the underwriters over-allotment option is not exercised) Common stock: Number outstanding before this offering 2,875,000(1) Number outstanding after this offering 12,765,000(2) Rights: Number outstanding before this offering 0 Number outstanding after this offering 10,000,000 Warrants: Number of warrants outstanding before this offering 0 Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,900,000 Number of warrants to be outstanding after this offering and the private placement 14,900,000 (assuming the underwriters over-allotment option is not exercised) Exercisability Each warrant offered in this offering is exercisable to purchase one share of our common stock. Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by such stockholders or their affiliates, as applicable, prior to such issuance (the Newly Issued Price )), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our business combination (such price, the Market Value ) is below $9.20 per share, the exercise price shall be adjusted (to the nearest Table of Contents cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in the section Redemption of warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the shares of common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our reasonable best efforts to file, and within 60 business days after the closing of our initial business combination, to have declared effective, a registration statement relating to those shares of common stock, and to maintain a current prospectus relating (1) This number consists of solely founder shares and includes up to 375,000 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. Except as otherwise specified, the rest of this prospectus has been drafted to give effect to the full forfeiture of these 375,000 shares. (2) Includes 10,000,000 public shares, 250,000 representative shares, 15,000 shares to be issued to a consultant to the company and 2,500,000 founder shares. to such shares of common stock until the warrants expire or are redeemed. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within the above specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that Table of Contents exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last sale price of our common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. We may not redeem the warrants when a holder may not exercise such warrants. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of common stock issuable upon the exercise Table of Contents of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section entitled Description of Securities Warrants Public Stockholders Warrants for additional information. None of the private placement warrants will be redeemable by us so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees. Terms of the Rights Each holder of a right will receive one-twentieth (1/20) of a share of common stock upon consummation of our initial business combination. In the event we will not be the survivor upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the 1/20 share underlying each right (without paying any additional consideration) upon consummation of the business combination. If we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. No fractional shares will be issued upon conversion of any rights. As a result, you must have 20 rights to receive a share of common stock at the closing of the business combination. Founder shares On June 11, 2020, our sponsor purchased 100 founder shares for an aggregate purchase price of $25,000. On July 15, 2020, we effected a 28,750-for-1 forward stock split and, as a result, our initial shareholders hold 2,875,000 founder shares as of the date of this prospectus (up to 375,000 of which are subject to forfeiture). Prior to the initial investment in the company of $25,000 by our initial shareholder, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares Table of Contents issued. If we increase or decrease the size of the offering, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial stockholders at 20% of our issued and outstanding shares of our common stock upon the consummation of this offering. Up to 375,000 founder shares are subject to forfeiture by our initial shareholders depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the shares of common stock included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below, our initial stockholders, executive officers, directors and director nominees have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock are voted in favor of the initial business combination. Our initial stockholders have agreed to vote their Table of Contents founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to the founder shares, we would need 3,882,501, or 38.8%, of the 10,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the underwriters over-allotment option is not exercised). Furthermore, assuming only the minimum number of stockholders required to be present at the stockholders meeting held to approve our initial business combination are present at such meeting, we would need only 691,251 of the 10,000,000 public shares, or approximately 6.9% of the shares sold as part of the units in this offering, to be voted in favor of our initial business combination in order to have such transaction approved (assuming the underwriters over-allotment option is not exercised). In addition, in the event that our board of directors amends our bylaws to reduce the number of shares required to be present at a meeting of our stockholders, we would need even fewer public shares to be voted in favor of our initial business combination to have such transaction approved; and the founder shares are subject to registration rights. Transfer restrictions on founder shares and Representative s shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). We refer to such transfer restrictions throughout this prospectus as the lock-up . Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, Table of Contents reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after our initial business combination, the founder shares will be released from the lock-up. Private placement warrants Our sponsor and I-Bankers have committed, pursuant to a written agreement, to purchase an aggregate of 4,900,000 private placement warrants (or 5,425,000 if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of our common stock at $11.50 per share, at a price of $1.00 per warrant ($4,900,000 in the aggregate or $5,425,000 in the aggregate if the underwriters over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Of such amount, 3,800,000 warrants will be purchased by our sponsor (or 4,325,000 if the over-allotment is exercised in full) and 1,100,000 warrants will be purchased by I-Bankers. The purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination), the proceeds from the sale of the private placement warrants held in the trust will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private warrants are identical to the warrants sold in this offering except that the private warrants: (i) will not be redeemable by us and (ii) may be exercised for cash or on a cashless basis, as described in this prospectus, in each case so long as they are held by the initial purchasers or any of their permitted transferees. If the private warrants are held by holders other than the initial purchasers or any of their permitted transferees, the private warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the Table of Contents number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. Proceeds to be held in trust account The rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a trust account. Of the $104.9 million in gross proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, or approximately $120.4 million if the underwriters over-allotment option is exercised in full, $101.5 million ($10.15 per unit), or approximately $116.7 million ($10.15 per unit) if the underwriters over-allotment option is exercised in full, will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and $1,400,000 will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination) or (B) with respect to any other provision relating to stockholders rights or pre-business combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our Table of Contents creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes. Unless and until we complete our initial business combination, we may pay our expenses only from the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $700,000 in working capital after the payment of approximately $700,000 in expenses relating to this offering. Additionally, in order to meet our working capital needs following the consummation of this offering if the funds available to us are insufficient, our initial stockholders, officers, directors, initial stockholders or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the holder s discretion, up to $1,000,000 of the notes may be converted into warrants at a price of $1.00 per warrant. These warrants would be identical to the private warrants. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no other proceeds from our trust account would be used for such repayment. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination (although our amended and restated certificate of incorporation will provide that we may not issue securities that can vote with common stockholders on matters related to our pre-business combination activity). The Nasdaq rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We will be required to comply with such rule so long as we obtain and maintain a listing for our securities on Nasdaq. We do not intend to Table of Contents purchase multiple businesses in unrelated industries in conjunction with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Permitted purchases of public shares by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or Table of Contents if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our initial stockholders, directors, executive officers, advisors or their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Permitted purchases of rights Our sponsor has agreed, pursuant to a letter agreement with us, to enter into an agreement in accordance with the guidelines of Rule 10b5-1 under the Exchange Act, to place limit orders, through an independent broker-dealer registered under Section 15 of the Exchange Act which is not affiliated with us nor part of the underwriting or selling group, to purchase an aggregate of up to 7,500,000 of our rights in the open market at market prices, not to exceed $0.10 per right during the period commencing on the later of (i) the date separate trading of the rights commences or (ii) sixty calendar days after the end of the restricted period under Regulation M, continuing until the date that is the earlier of (a) eight (8) months from the date of this prospectus and (b) the date that we announce that we have entered into a definitive agreement in connection with our initial business combination, or earlier in certain circumstances as described in the limit order agreement, which we refer to in the prospectus as the buyback period. The limit orders will require such members of our sponsor to purchase any rights offered for sale (and not purchased by another investor) at or below a price of $0.10, until the earlier of (x) the expiration of the buyback period or (y) the date such purchases reach 7,500,000 rights in total. Our sponsor will not have any discretion or influence with respect to such purchases and will not be able to sell or transfer any rights purchased in the open market pursuant to such agreements until following the consummation of a business combination. It is intended that the broker s purchase obligation will be subject to applicable law, including Regulation M under the Exchange Act, which may prohibit or limit purchases pursuant to the limit order agreement in Table of Contents certain circumstances. We believe that purchases of rights by our sponsor demonstrate confidence in our management s ultimate ability to effect a business combination because the rights will expire worthless if we are unable to consummate a business combination. I-Bankers has also agreed to purchase up to 2,500,000 of our rights in the open market at market prices not to exceed $0.10 per right, on substantially similar terms as our sponsor. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.15 per public share. There will be no redemption rights upon the completion of our initial business combination with respect to our rights or warrants. Our initial stockholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire after this offering in connection with the completion of our business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend Table of Contents our amended and restated certificate of incorporation would require stockholder approval. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirement or we choose to seek stockholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we would be required to comply with such rules. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon the consummation of our initial business combination (so that we are not subject to Table of Contents the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon the consummation of our initial business combination (so that we are not subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash Table of Contents requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of common stock submitted for redemption will be returned to the holders thereof. Limitation on redemption rights of stockholders holding 10% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to an aggregate of 10% or more of the shares sold in this offering. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us, our sponsor or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding an aggregate of 20% or more of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to less than 10% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, Table of Contents particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold 10% or more of the shares sold in this offering) for or against our business combination. Redemption Rights in connection with proposed amendments to our certificate of incorporation Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock. In all other instances, our amended and restated certificate of incorporation will provide that it may be amended by holders of a majority of our common stock, subject to applicable provisions of the Delaware General Corporation Law, or DGCL, or applicable stock exchange rules. Our initial stockholders, who will collectively beneficially own 20.0% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering) (excluding the 250,000 representative shares and the 15,000 shares to be issued to a consultant), will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, executive officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination) or (ii) with respect to any other provision relating to stockholders rights or pre-business Table of Contents combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our initial stockholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us, other than the funds that the trustee will use to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination. We will use the remaining funds to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Ability to Extend Time to Complete Business Combination We will have until 12 months from the closing of this offering to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 18 months to complete a business combination), subject to the sponsor depositing additional funds into the trust Table of Contents account as set out below. Pursuant to the terms of the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company, LLC on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our initial shareholders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each three-month extension, $1,000,000, or $1,150,000 if the underwriters over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline, up to an aggregate of $2,000,000 (or $2,300,000 if the underwriters over-allotment option is exercised in full), or approximately $0.20 per share. Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. If we do not complete a business combination, we will not repay such loans. Furthermore, the letter agreement with our initial stockholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the trust account in the event that we do not complete a business combination. In the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we choose to extend the period of time to consummate a business combination as set forth herein, you will not have the ability to vote or redeem your shares of common stock in connection with either of the three-month extensions. However, if we seek to complete a business combination during an extension period, investors will still be able to vote and redeem their shares of common stock in connection with that business combination. Table of Contents Redemption of public shares and distribution and liquidation if no initial business combination We will have only 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination) to complete our initial business combination. If we are unable to complete our initial business combination within such period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights or warrants, which will expire worthless if we fail to complete our business combination within the 12-month time period (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination). Our initial stockholders have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination). However, if our initial stockholders acquire public shares after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time frame. Our sponsor, executive officers, and directors have agreed, pursuant to a written agreement with us, that Table of Contents they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination) or (ii) with respect to any other provision relating to stockholders rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon the consummation of our initial business combination (so that we are not subject to the SEC s penny stock rules). Limited payments to insiders There will be no finder s fees, reimbursements, non-cash payments or cash payments made to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: Repayment of an aggregate of up to $300,000 in loans made, or to be made, to us by our sponsor to be used for a portion of the expenses of this offering; Payment to Breeze Financial, Inc. ( Breeze Financial ) of a total of $5,000 per month for office space, utilities, secretarial support and other administrative and consulting services; Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or Table of Contents certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,000,000 of such loans may be convertible into private warrants at a price of $1.00 per warrant at the option of the lender; and Underwriting discounts, commission and other fees and expenses payable to the underwriters of this offering, including I-Bankers. Upon the closing of this offering, we will engage I-Bankers as an advisor in connection with our business combination to assist us in holding meetings with our stockholders to discuss the potential business combination and the target business attributes, introduce us to potential investors that are interested in purchasing our securities in connection with the potential business combination, assist us in obtaining stockholder approval for the business combination and assist us with our press releases and public filings in connection with the business combination. We will pay I-Bankers a cash fee for such services upon the consummation of our initial business combination in an amount equal to, in the aggregate, 2.75% of the gross proceeds of this offering, including any proceeds from the full or partial exercise of the over-allotment option. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit Committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Table of Contents Conflicts of Interest Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor these obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. I-Bankers, the representative of the underwriters in this offering, owns 10.4% of our common stock prior to this offering. As a result, I-Bankers is deemed to have a conflict of interest within the meaning of Rule 5121 of the Financial Industry Regulatory Authority ( Rule 5121 ). Accordingly, this offering is being made in compliance with the applicable requirements of Rule 5121. Rule 5121 requires that a qualified independent underwriter, as defined in Rule 5121, participate in the preparation of the registration statement and prospectus and exercise the usual standards of due diligence with respect thereto. Northland Capital Markets has agreed to act as a qualified independent underwriter for this offering. Northland Capital Markets will not receive any additional compensation for acting as a qualified independent underwriter. We have agreed to indemnify Northland Capital Markets against certain liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. In addition, no underwriter with a conflict of interest will confirm sales to any account over which it exercises discretionary authority without the specific prior written approval of the account holder. Table of Contents Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.15 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be released to us to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not asked our sponsor to reserve for such indemnification obligations, and our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Risks We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001817786_recharge_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001817786_recharge_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6fe404e5016a2782f8aaacef69f3704a20b63c1f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001817786_recharge_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 tm2026346d5_s-1a.htm S-1/A As filed with the Securities and Exchange Commission on September 24, 2020. Registration No. 333-248651 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________ Recharge Acquisition Corp. (Exact name of registrant as specified in its charter) ___________________________ Delaware 6770 85-1873676 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 1900 Main Street, Suite 201 Sarasota, Florida 34236 (937) 610-4057 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) __________________________ Anthony Kenney Chief Executive Officer c/o Recharge Acquisition Corp. 1900 Main Street, Suite 201 Sarasota, Florida 34236 (937) 610-4057 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) __________________________ Copies to: Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, New York, New York 10105 (212) 370-1300 Alan I. Annex Jason T. Simon Greenberg Traurig, LLP 1750 Tysons Blvd., Suite 1000 McLean, Virginia 22102 (703) 749-1300 __________________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant(2) 23,000,000 Units $10.00 $230,000,000 $29,854 Shares of Class A common stock included as part of the units(3) 23,000,000 Shares — — —(4) Redeemable warrants included as part of the units(3) 11,500,000 Warrants — — —(4) Total $230,000,000 $29,854 (5) (1)Estimated solely for the purpose of calculating the registration fee. (2)Includes 3,000,000 units, consisting of 3,000,000 shares of Class A common stock and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3)Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4)No fee pursuant to Rule 457(g) under the Securities Act. (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS SUMMARY 1 RISK FACTORS 27 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 56 USE OF PROCEEDS 57 DIVIDEND POLICY 60 DILUTION 61 CAPITALIZATION 63 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 64 PROPOSED BUSINESS 69 MANAGEMENT 94 PRINCIPAL STOCKHOLDERS 103 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 106 DESCRIPTION OF SECURITIES 107 U.S. FEDERAL INCOME TAX CONSIDERATIONS 120 UNDERWRITING 127 LEGAL MATTERS 135 EXPERTS 135 WHERE YOU CAN FIND ADDITIONAL INFORMATION 135 INDEX TO FINANCIAL STATEMENTS F-1 We are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information, and neither we nor the underwriters take responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: common stock are to our Class A common stock and our Class B common stock, collectively; founder shares are to shares of our Class B common stock held by our initial stockholders prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); management or our management team are to our officers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and members of our management team to the extent our initial stockholders and/or members of our management team purchase public shares; provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor (or permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers of our private placement warrants or executive officers or directors (or permitted transferees); sponsor are to SKG Sponsor LLC, a Delaware limited liability company; Mr. Soin, our Chairman, is the managing member of our sponsor; trust account are to the trust account in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, into which we will deposit certain proceeds from this offering and the sale of the private placement warrants; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchaser of the private placement warrants or its permitted transferees; and we, us, Company or our company are to Recharge Acquisition Corp. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We will seek to capitalize on the decades of experience and relationships of our management team, including Anthony Kenney, our Chief Executive Officer and director nominee. Mr. Kenney previously worked for Marathon Petroleum Corporation (NYSE: MPC) ("MPC") for the past 43 years and recently retired as President of its Speedway division, which he led since 2005. Under his leadership, Speedway became the second largest company-owned and operated convenience and fuel store chain in the United States with over $20 billion in revenue and 35,000 employees. Mr. Kenney led a significant increase in the scale and scope of the business through acquisitions, and ultimately increased store count from approximately 1,600 in 2005 to 3,923 locations nationwide in 2019. Moreover, he is recognized as having been instrumental in developing Speedway s Loyalty Program. We also seek to capitalize on the experience of Michael Gearhardt, our Chief Financial Officer, who has significant public company management experience having served as Executive Vice President, Chief Financial Officer of MTC Technologies, Inc. (NASDAQ: MTCT) ("MTCT"). During his time with MTCT, he oversaw the completion of acquisitions and capital markets transactions and ultimately led the $450 million sale of the company to BAE Systems. Prior to MTCT, Mr. Gearhardt worked for two decades in management and finance capacities with Mark IV Industries/Dayco Products (NYSE – IV); during which time he was appointed to Executive Vice President, Industrial Operations and participated in a number of acquisitions and dispositions including the $2.0 billion sale of the company. Mr. Gearhardt also has invested in and sold several manufacturing businesses and is a Certified Public Accountant. Management also expects to greatly benefit from the depth of experience and relationships of our Board Members: Rajesh Soin, our Chairman, previously founded MTCT and served as Chairman and Chief Executive Officer for approximately 18 years until its initial public offering in 2002, when he became Chairman. MTCT was sold to BAE Systems Inc. in 2008 for approximately $450 million. Mr. Soin is an entrepreneur with significant public company management experience and broad relationships. He presently invests through the Soin Family office and serves on the board of Kayne Anderson Real Estate Partners as well as Transtar Industries, which manufactures and distributes automotive original equipment and aftermarket products. Mr. Soin previously served on the board of Diebold Nixdorf, Incorporated (NYSE: DBD) where he was on the Governance and Compensation committees. Mitchell Steenrod, our director nominee, is the retired Senior Vice President and Chief Financial Officer of Pilot Travel Centers LLC (doing business as "Pilot Flying J"), the nation s largest operator of travel centers. Mr. Steenrod joined the board of CarMax, Inc. (NYSE: KMX) in 2011 and currently serves as the Lead Independent Director. Donald Graber, our director nominee, previously served on the board of Precision Castparts Corporation ("PCC") starting in 1995, was lead director for three years, chaired the Nominating & Governance Committee and was on the Compensation Committee. PCC was ultimately sold to Berkshire Hathaway for approximately $37 billion. Mr. Graber also previously served on the board of MTCT alongside Mr. Soin and was on the boards of Amcast Industrial Corporation and Huffy Corporation. John Bachman, our director nominee, previously had a long-standing career at PricewaterhouseCoopers ("PwC") and was named U.S. Strategy Leader in 2004, when he created the first strategic planning process using a multi-faceted approach across the matrix organization focusing on business units, geographies, and industries. In 2007, he was elevated to Chief Operating Officer of the assurance practice in the United States, which represented over 50% of PwC s revenue. Mr. Bachman serves on the board of The Children s Place, Inc. (NASDAQ: PLCE), WEX Inc. (NYSE: WEX) and Grocery Outlet Holding Corp. (NASDAQ: GO), each of which is a public company. He chairs the Audit Committee of both The Children's Place and Grocery Outlet Holding Corp. The past performance of our management team, or their respective affiliates, is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. No member of our management team has been an officer or director of a special purpose acquisition corporation in the past. You should not rely on the historical record of our management team s or their respective affiliates performance as indicative of our future performance. Our officers and directors may become an officer or director of any another special purpose acquisition company with a class of securities intended to be registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to the completion of our initial business combination. Business Strategy Our business strategy is to identify and complete our initial business combination with a company that complements the experience of our management team and can benefit from their operational, marketing and finance expertise. Our selection process will leverage Mr. Kenney s broad and deep relationship network, unique industry experience and deal sourcing capabilities to access a wide spectrum of opportunities. This network has been developed over the past 20 years in executive positions at MPC and while managing Speedway to industry leading success. We believe that our management team will identify a business combination that will benefit from their experience, including: Long history of sourcing, structuring, acquiring, operating, developing, growing and financing businesses; Significant integration experience implementing new technologies and systems to drive value and standardization; Strong marketing and capital allocation decision-making to establish and maintain premium brand; and Sound understanding of public company performance requirements and ability to guide private-to-public process. Upon completion of this offering, our management team will access their network of relationships to articulate the parameters for our search for a target company and begin the process of reviewing and pursuing potential business combinations. Acquisition Criteria Our acquisition strategy will leverage Mr. Kenney s network of long-standing relationships and industry contacts as well as inbound opportunities to source a business combination. Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to identify and acquire one or more businesses that we believe exhibit a number of the following attributes: Well established market presence with recognizable brand and reputation for quality service; Platform with sufficient scale and geographic concentration from which to expand through acquisitions; Generates stable free cash flow or has the potential to do so near term; Generates returns well in excess of the cost of capital; Easily identified cost savings that can be realized near term; Modest capital requirements to refurbish locations to quality standards; Can benefit from new technologies and systems to meaningfully enhance financial performance; Quality management and personnel with ability to contribute to growth strategy; and Would benefit from being publicly traded and having access to incremental growth capital. If the business we seek to acquire is directly in the retail convenience store channel, we will seek the following attributes: Possesses a preponderance of convenience and fuel store locations that are well situated and in good condition; and Portfolio of stores with sufficient scale to expand product offerings and maximize gross profit. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management may deem relevant. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non - core assets or divisions. Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will also utilize our management team s operational and capital planning experience. We are not prohibited from pursuing an initial business combination with an initial business combination target that is affiliated with our sponsor, officers or directors or making the initial business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with an initial business combination target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such an initial business combination is fair to our company from a financial point of view. Each of our directors and officers will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Certain of our directors and officers currently have, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. If any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. No members of our management team have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member specifically in his or her capacity as an officer or a director of the company. Members of our management team may be required to present potential business combinations to other entities to whom they have fiduciary duties before they present such opportunities to us. Any knowledge or presentation of such opportunities may therefore present conflicts of interest. Initial Business Combination In accordance with the rules of Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the assets held in the trust account (net of amounts disbursed to management for working capital purposes, if any, and excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority ( FINRA ) or an independent valuation or appraisal firm with respect to satisfaction of such criteria. Our stockholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test. If the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. The net proceeds of this offering and the sale of the private placement warrants released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. In addition, we may be required to obtain additional financing in connection with the closing of our initial business combination to be used following the closing for general corporate purposes as described above. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsors, officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. Our amended and restated certificate of incorporation will provide that, following this offering and prior to the consummation of our initial business combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of this offering or (y) amend the foregoing provisions, unless (in connection with any such amendment to our amended and restated certificate of incorporation) we offer our public stockholders the opportunity to redeem their public shares. Corporate Information Our offices are located at 1900 Main Street, Ste. 201, Sarasota, Florida 34236, and our telephone number is (937) 610-4057. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 27 of this prospectus. Securities offered 20,000,000(1) units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-half of one redeemable warrant. Proposed NASDAQ symbols Units: RCHGU Class A Common Stock: RCHG Warrants: RCHGW Trading commencement and separation of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Raymond James & Associates, Inc. and EarlyBirdCapital, Inc. inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. In no event will the Class A common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 20,000,000(1) Common stock: Number outstanding before this offering 5,750,000 shares of Class B common stock(2) Number outstanding after this offering 25,000,000 shares of Class A common stock and Class B common stock(1)(3) Redeemable Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 7,750,000(1) Number of warrants to be outstanding after this offering and the private placement 17,750,000(1) Exercisability Each whole warrant is exercisable to purchase one share of our Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-half of one warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar blank check companies that contain one whole warrant exercisable for one share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain one warrant exercisable for one share, thus making us, we believe, a more attractive business combination partner for target businesses. (1)Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of an aggregate of 750,000 founder shares. (2)Includes up to an aggregate of 750,000 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. (3)Comprised of 20,000,000 shares of Class A common stock and 5,000,000 shares of Class B common stock. The Class B common stock is convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described herein adjacent to the caption Founder shares conversion and anti-dilution rights. Exercise price $11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or its affiliates, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided, in each case, that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrantholders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants and cashless exercise Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the reported closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrantholders. We will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants multiplied by the excess of the fair market value (defined below) over the exercise price of the warrant by (y) the fair market value. The fair market value shall mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section of this prospectus entitled Description of Securities Redeemable Warrants Public Stockholders Warrants for additional information. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Founder shares As of the date hereof, our sponsor holds 5,750,000 founder shares, 750,000 of which are subject to forfeiture if the underwriters over-allotment option is not exercised. The number of founder shares issued and outstanding was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering. As such, our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). None of our sponsor, officers or directors have expressed an intention to purchase any units in this offering. Up to an aggregate 750,000 founder shares will be subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised so that our initial stockholders will maintain ownership of 20% of our common stock after this offering. We will effect a stock dividend or share contribution prior to this offering should the size of the offering change, in order to maintain such ownership percentage. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are shares of Class B common stock that automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights as described herein; the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame and (iv) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. As a result of the agreement of our sponsor, officers and directors to vote their shares in favor of our initial business combination, we would need only 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of our initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the reported closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under the section of this prospectus entitled Principal Stockholders Restrictions on Transfers of Founder Shares and Private Placement Warrants ). Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Founder shares conversion and anti-dilution rights The founder shares are shares of Class B common stock that will automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering, plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one for one basis; Voting Rights Holders of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 7,750,000 private placement warrants (or 8,650,000 if the over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a price of $1.00 per warrant ($7,750,000 in the aggregate or $8,650,000 in the aggregate if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that, at the time of closing, $202.0 million (or $232.3 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described under the section of this prospectus entitled Principal Stockholders Restrictions on Transfers of Founder Shares and Private Placement Warrants ). Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants multiplied by the excess of the fair market value (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value shall mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material nonpublic information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds of this offering and the sale of the private placement warrants, $202,000,000, or $10.10 per unit ($232,300,000, or $10.10 per unit, if the underwriters over-allotment option is exercised in full) will be placed into a trust account in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and $1,750,000 (regardless of the extent to which the underwriters over-allotment option is exercised) will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. These proceeds include $7,000,000 (or $8,050,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, our amended and restated certificate of incorporation provides that the proceeds from this offering and the sale of the private placement warrants, will not be released from the trust account until the earliest of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to (i) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, and (c) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof. Based upon current interest rates, we expect the trust account to generate approximately $200,000 of interest annually assuming an interest rate of 0.1% per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $750,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. Conditions to completing our initial business combination In accordance with the rules of Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the assets held in the trust account (net of amounts disbursed to management for working capital purposes, if any, and excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. However, we may structure our initial business combination so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% of fair market value test. If the initial business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as our initial business combination for purposes of seeking stockholder approval or conducting a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately-negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares or warrants our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing our securities during certain blackout periods when they are in possession of any material non-public information and (ii) clear all trades of company securities with a compliance officer prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions prior to completion of our initial business combination. See Proposed Business Permitted Purchases of Our Securities for a description of how our sponsor, initial stockholders, directors, officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. Our sponsor, directors, officers, advisors or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.10 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination or otherwise. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq s stockholder approval rules. The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need only 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). We intend to give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of deferred underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of deferred underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against an initial business combination if such holder s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Redemption rights in connection with proposed amendments to our certificate of incorporation Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law ( DGCL ) or applicable stock exchange rules. Our amended and restated certificate of incorporation will provide that we may not issue additional shares of capital stock that would entitle the holders thereof to receive funds from the trust account or vote on any initial business combination or on matters related to our pre-initial business combination activity. Our initial stockholders, who will collectively beneficially own 20% of our outstanding shares of common stock upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, executive officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination. We will use the remaining funds to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation will provide that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our initial stockholders acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, non-cash payments, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments may be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses Payment to our sponsor of $10,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such working capital loans by our sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit Committee We will establish and maintain an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled Management Committees of the Board of Directors Audit Committee. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable), nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations, and believe that our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties, including, without limitation, claims by vendors and prospective target businesses. RISKS We are a blank check company that has conducted no operations and has generated no revenues to date. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see the section of this prospectus entitled Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors beginning on page 27 of this prospectus. SUMMARY FINANCIAL DATA The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. July 22, 2020 (Audited) Working capital (deficiency) $(18,378) Total assets $68,000 Total liabilities $43,878 Stockholder s equity $24,122 If no business combination is completed within 24 months from the closing of this offering, the proceeds then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor, directors, director nominees and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within such time period.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001818152_zentrum_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001818152_zentrum_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8220f2499f72f6387ff0fc6c1c73a95bd2b42b96
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001818152_zentrum_prospectus_summary.txt
@@ -0,0 +1 @@
+THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED. PRELIMINARY PROSPECTUS OFF LINE INTERNATIONAL, INC. 2,500,000 SHARES OF COMMON STOCK $0.0001 PAR VALUE PER SHARE Prior to this Offering, no public market has existed for the common stock of OFF Line International, Inc. Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB operated by OTC Markets Group, Inc. There is no assurance that any of our Shares will ever be quoted on the OTCQB. To be quoted on the OTCQB, a market maker must apply to make a market in our common stock. As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares. In this public offering our selling shareholder, Koichi Ishizuka, is offering 2,500,000 shares of our common stock for the duration of this offering at a fixed price of $0.10 per share. We will not receive any of the proceeds from the sale of shares by Mr. Ishizuka. Rather our selling shareholder, Mr. Ishizuka, will receive any and all proceeds from this offering. There is no minimum number of shares required to be purchased by each investor. Additionally, there is no guarantee that a public market will ever develop and you may be unable to sell your shares. There is no minimum number of shares required to be purchased by each investor. Mr. Koichi Ishizuka is deemed to be an underwriter of this offering. This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this Prospectus, unless extended by our sole officer and director, Koichi Ishizuka, for an additional 90 days. We may however, at any time and for any reason terminate the offering. In their audit report dated August 7, 2020, our auditors have expressed substantial doubt as to our ability to continue as a going concern. SHARES OFFERED PRICE TO SELLING AGENT PROCEEDS TO THE SELLING BY THE SELLING SHAREHOLDER PUBLIC COMMISSIONS SHAREHOLDERS Per Share $ 0.10 Not applicable $ 0.10 Minimum Purchase None Not applicable Not applicable Total (2,500,000 shares) $ 250,000 Not applicable $ 250,000 Currently, our sole officer and director, Koichi Ishizuka owns 100% of the voting power of our outstanding capital stock. After the offering, assuming all of the shares that are being registered herein of Mr. Ishizuka are sold, Mr. Ishizuka will have the ability to collectively control 87.5% of the voting power of our outstanding capital stock. The Company estimates the costs of this offering at approximately $40,000. All expenses incurred in this offering are being paid for by the Company. If the Company has insufficient funds to do so, it will rely upon funds provided by the Company s sole officer and director, Koichi Ishizuka. Mr. Ishizuka has no legal obligation to provide the Company funds. The Company qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, which became law in April 2012 and will be subject to reduced public company reporting requirements. THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT. PLEASE REFER TO , ' ': RISK FACTORS BEGINNING ON PAGE 3. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. You should rely only on the information contained in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it. The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus. TABLE OF CONTENTS PART I PROSPECTUS PAGE PROSPECTUS SUMMARY 2
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001818212_cohn_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001818212_cohn_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7707efd4f4db3ec71cace61196ac091e2de48087
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001818212_cohn_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. We are a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We intend to capitalize on the approximately 70 years of combined experience of our co-founders, Gary D. Cohn and Clifton S. Robbins, in investing and managing capital across markets and industries, structuring transactions, and building businesses, and on their respective and complementary vast and unique global networks of relationships to source and diligence transaction opportunities and add post-transaction value. Our founders have enjoyed a longstanding personal and professional relationship spanning more than twenty years and share a common vision for investing and building world class businesses. Our founders bring highly complementary capabilities across private equity, public market investing, hedge funds, investment banking and financial services, venture capital and government. Through their respective careers they have worked with founders, boards and management teams of companies operating across a broad range of industries in various stages of their life cycles and with enterprise values ranging from micro-cap to the largest in the Fortune 500, including particular and sustained focus on middle market companies. We believe Mr. Cohn s broad experience - on Wall Street building, operating, managing and strategically positioning large, complex, highly regulated and global businesses at the intersections of financial markets, technology and relationship development; in Silicon Valley investing in and advising leading-edge privately-held technology companies; and in Washington, D.C. leading U.S. economic policy - complements Mr. Robbins focus throughout his career on private equity and long-term, actively-engaged public market investing, including identifying, structuring, consummating and adding post-investment value over a multi-year timeframe to investments as a partner of pre-eminent private equity and growth equity firms, and as the founder of a pioneering, multi-billion dollar public market investment firm specializing in companies of the size our company will target. We believe Mr. Cohn s and Mr. Robbins combined networks of relationships among leaders of private equity, venture capital and growth equity firms, entrepreneurs, corporate officers, operations executives, board members, family office principals, investment bankers, institutional investors and policy makers provide our company with valuable advantages in sourcing and diligencing attractive investment opportunities and, augmented by our founders reputations, also make our company a desirable partner for owners, founders and management teams of high quality private companies. We also believe our founders networks, along with their own experience managing and improving public and private companies and working with entrepreneurs and management teams on a collaborative basis, make our company uniquely positioned to drive value for a target company. While our founders have expertise and experience investing across virtually all industries and sectors and we may pursue an acquisition in any business industry or sector, we believe there are attractive trends in several particular industries where we have expertise, including consumer and, within the technology sector, software and fintech. We intend to target large, private equity and venture capital-owned assets, founder-led businesses and corporate carve-outs where our insights, expertise and networks can provide advantaged solutions to create value, including through add-on acquisitions, governance enhancements, capital structure optimization, improvements to operations and risk management (including material environmental, social and governance, or ESG , practices and metrics) and attracting and expanding institutional following and ownership. Mr. Cohn brings more than 30 years of financial services experience spanning the private and public sectors. Mr. Cohn held several leadership positions at The Goldman Sachs Group, Inc. ( Goldman Sachs ), ultimately rising to President and COO as well as director. In 2016, Mr. Cohn left Goldman Sachs to accept an appointment as Assistant to the President for Economic Policy and Director of the National Economic Council, and since leaving government service in 2018 has been an active investor or board member to private technology companies. 1 Through his combination of experiences, Mr. Cohn brings unique capabilities to analyze and advise companies operating within highly regulated environments, managing complexity and employing technology to drive growth, efficiency and agility. At Goldman Sachs, Mr. Cohn oversaw the creation and growth of several key business units, managing each through periods of dislocation, disruption and evolving client needs. He has developed a deep understanding of how to manage large and complex organizations operating in multiple industries and geographies, driving growth while managing risk. Mr. Cohn has built a vast, proprietary network across large public corporates, venture-backed and private equity-backed private companies, the investment community and government. While in the White House, Mr. Cohn drove considerable policy advancement and close coordination of the administration s policy objectives with the private sector, and throughout his career Mr. Cohn has been a member of a variety of industry and regulatory boards. Mr. Cohn began his career at Goldman Sachs in New York in 1992 in commodities trading and became a Partner in 1994. After running the London commodities business from 1993 to 1996, Mr. Cohn was named Head of the Commodities Department. In this capacity Mr. Cohn worked directly with the world s largest commodities producers, consumers and financial intermediaries, while leading the business to operate in both the physical and financial commodities markets and grow into one of the most successful of its kind at a financial services firm globally. Mr. Cohn also helped Goldman Sachs establish multiple new commodities business lines, including its Commodity Index and its base metals business in New York and London. Mr. Cohn later integrated Goldman Sachs currency and commodities businesses with its Fixed Income Division to create the Fixed Income, Currency and Commodities ( FICC ) Division, which he ran globally. Years later, in 2004, he helped merge Goldman Sachs Global Equities and FICC Divisions, creating the Global Securities Division. Several of Mr. Cohn s responsibilities at Goldman Sachs focused on anticipating, and leading the firm s initiatives to capitalize on, technology s transformative role in financial markets; and on driving operational improvements in response to significant events, trends or changes. In the late 1990s, Mr. Cohn served in a leadership role in a consortium of firms that included Goldman Sachs and that was tasked with creating the Intercontinental Exchange ( ICE ), to protect liquidity from being fractured and exchanges from being disintermediated by new digital platforms. Mr. Cohn recruited Jeffrey Sprecher and Richard Spencer to executive leadership roles at ICE, and worked closely with them in ICE s early and growth stages. In 2001, following the dotcom bubble, Mr. Cohn was tasked with re-engineering Goldman Sachs global equities business. As Head of the Equities Division, Mr. Cohn transformed a business focused on human capital with limited technology into a digitally-enabled, technology-centric organization, optimized resources and business lines, and significantly grew volumes and profitability. In 2006, Mr. Cohn was named President and Co-Chief Operating Officer ( COO ), ultimately becoming sole COO, and a Board director of Goldman Sachs. Mr. Cohn was in the role for over 10 years during which he helped manage the firm through the global financial crisis and worked directly with each business unit to ensure and direct coverage of the firm s clients. In this role he drove and executed strategy, empowered managers, managed risk, worked with a variety of stakeholders and regulators and prepared for potential competitive threats and new opportunities. Mr. Cohn chaired several important firmwide committees including the Diversity, Firm Partnership as well as Client Business Standards Committees. As President and COO of Goldman Sachs, Mr. Cohn was active in providing strategic advice and assistance to owners and founders of private companies seeking to transition to the public markets, as part of his broader role in working across the firm s many and varied business units, markets and industry groups to develop client relationships and grow new engagements. In particular, Mr. Cohn identified early in his tenure as President of Goldman Sachs the growth potential of technology companies within the broader global economy, and helped expand Goldman Sachs Technology, Media and Telecom investment banking practice, personally establishing relationships with many leading technology industry executives and helping guide them through their strategic decision making. Mr. Cohn left Goldman Sachs in late 2016 to accept an appointment by the President-elect to become Assistant to the President for Economic Policy and Director of the National Economic Council ( NEC ), serving 2 from January 2017 to April 2018. Mr. Cohn immediately recruited and hired more than thirteen best-in-class policy, government and business experts to serve as commissioned officers, enabling the NEC to be highly effective in meeting its ambitious economic policy-making objectives. During his tenure, NEC staff rapidly became a talent source for the White House and the broader Administration, with many NEC personnel promoted and recruited to positions of greater responsibility. As President Donald Trump s chief economic advisor, Mr. Cohn managed the President s economic policy agenda and led the Administration s efforts to grow the U.S. economy, create jobs and increase wages, by spearheading broad reform of the Federal tax system and de-regulation of non-Significantly Important Financial Institutions. As Director of the National Economic Council, Mr. Cohn led in-depth initiatives focusing on the infrastructure, financial services and technology sectors, which included direct engagement with CEOs from many of the most significant companies in those sectors, as well as close understanding of the most significant regulatory, trade and other issues they confront. He also facilitated close partnership between the public and private sectors through Business Roundtable, which included CEOs across industries, including companies such as Apple, AT&T, General Motors, Johnson & Johnson, JP Morgan, IBM, Delta, Cummins and Walmart, amongst others. We believe that Mr. Cohn s experience in these capacities enables him to deliver unique perspectives to potential target companies. Since returning to the private sector, Mr. Cohn has actively invested in and advised private technology companies across the cybersecurity, block chain infrastructure, regulatory technology and medical technology sectors, becoming deeply familiar with many of the most disruptive drivers of change within the technology industry today. He also serves or recently has served on boards with, and is investing or has invested alongside, some of the most established technology and venture capital investors in Silicon Valley. We believe Mr. Cohn s technology-related experiences and relationships add valuable dimensions to the advice and counsel our company can offer potential target companies to help drive growth, navigate changing environments and raise capital. Some of Mr. Cohn s board representations and advisory roles include: Hoyos Integrity (appointed 2019) | Core advisor to the founder of this secure smartphone / mobile communications system, and integrated multi-biometric digital wallet. Machine Zone (appointed 2019) | Helped improve operations of this mobile gaming platform; invited to join the Board, and directly engaged in sale negotiations with KKR portfolio company AppLovin. NanoPay (appointed 2019) | Key advisor on growth and regulatory matters to the founder of this venture-backed Canadian payment platform that is seeking its banking license. Spring Labs (appointed 2018) | Key advisor to the founders of this venture-backed technology platform that enables its blockchain network participants to exchange valuable information without sharing underlying data. Additional board representations include Abryx, Indago, and Starling, in addition to serving as Chairman of the Board of Pallas Advisors. Mr. Cohn started his career at U.S. Steel and the New York Commodities Exchange, after receiving his undergraduate degree from American University in 1982. Outside of his business responsibilities, Mr. Cohn is a member of the Board of Trustees of NYU Langone Health and serves on the Board of Overseers of the NYU Tandon School of Engineering. In 2019 Mr. Cohn was a Visiting Fellow at the Harvard Kennedy School s Institute of Politics. Mr. Robbins is a well-known investor with a long and distinguished track record identifying, structuring, consummating and adding post-investment value to investment opportunities across both the private and public equity markets, including in the private equity, venture capital and growth investing segments of the private markets, and in the large-cap, mid-cap and small-cap segments of the public markets. In addition to his longstanding and deep relationships with leaders of major private equity, growth equity and venture capital firms, a particular hallmark 3 of Mr. Robbins investment career has been building relationships with management teams and boards of the companies in which he invests and working collaboratively with them over multi-year periods with the common purpose of enhancing and unlocking value. Mr. Robbins has spent 40 years managing capital on behalf of sophisticated institutional investors in both the private and public markets, as a General Partner of Kohlberg Kravis Roberts & Co ( KKR ), as a Managing Member of growth equity investor General Atlantic and as the Founder and Chief Executive Officer of the long-standing multi-billion dollar public market investment manager Blue Harbour Group, LP ( Blue Harbour ). Mr. Robbins also has served as a director of more than fifteen public and private companies, and been selected to present at numerous investment conferences, including the Sohn Investment Conference, Milken Institute Global Conference and Delivering Alpha, among others. Under Mr. Robbins leadership, Blue Harbour in recent years received several awards and distinctions from major financial outlets, was among the first active equity managers to be a signatory to the UN Principles of Responsible Investment, had a representative on the International Corporate Governance Network s Board Governance Committee, was a charter member of the Sustainability Accounting Standard Board and was a charter signatory of the Investor Coalition for Disability Inclusion. Mr. Robbins experience as a successful private equity investor at KKR and General Atlantic, where he executed transactions to acquire control of operating companies similar to our strategy, combined with his experience in leading Blue Harbour in the public markets with a fifteen-year focus on middle market companies, brings a uniquely valuable combination of skills and experiences to our company. We also believe our company will benefit from Mr. Robbins reputation for constructive, active engagement, built on a continuous practice of pursuing and completing negotiated transactions and business relationships on a collaborative basis. Since founding Blue Harbour in 2004, Mr. Robbins has pursued and applied a private equity approach to the public markets, making high conviction investments in core portfolio positions and actively collaborating with senior management teams and boards over a two-to-three-year period as a lead minority investor, or lead shareholder, or board member on strategies designed to unlock and increase shareholder value. Mr. Robbins has been recognized for pioneering two innovations in active public market investment management that we believe have beneficial applications for our company. First, he has pursued active engagement with portfolio company managements and boards exclusively on a collaborative basis. This approach, which became known as friendly activism, was designed to leverage Mr. Robbins skill and experience in deal-making and in identifying high-quality boards and management teams, and contrasts with more typical approaches to activism that depend on actual or potential conflict with boards and management teams. Mr. Robbins approach has been to support management teams and boards, never engaging in litigation, proxy contests or other public actions adverse to the leadership of portfolio companies. Second, Mr. Robbins has been recognized as one of the first active equity managers to fully integrate ESG analysis into the investment process, in order to improve investment selection, entry price and post-investment value creation. The integrated approach to ESG analysis that Mr. Robbins has employed for the past four years is distinct in preserving an expansive investment universe and for seeking to enhance long-term performance by using an ESG framework to develop an enhanced understanding and pricing of risk, with a focus on those ESG factors that are material to risk-return profiles on an industry-by-industry basis. This ESG framework also was designed to identify opportunities to improve outcomes in material ESG areas through long-term engagement as a lead shareholder. We believe that such a nuanced approach to ESG analysis, conducted by an experienced practitioner such as Mr. Robbins, can be additive to our core investment strategy to enhance long-term investment returns. Over his career, Mr. Robbins has focused on investments with embedded value creation opportunities, including: M&A/business portfolio strategies, capital structure optimization, operational improvements and ESG/corporate governance alignment. He has evaluated and invested in companies across a broad universe of industries, including Industrials, Technology, Media, Consumer, Healthcare and Financials, with characteristics that we believe are highly relevant for our company middle market companies with sufficient revenue, profitability and growth opportunity to support an equity value between $1 billion and $10 billion. According to a report published in April 2020 by an independent special situations research firm evaluating similar types of public equity-focused alternative asset managers, the average two-year stock-performance for companies that entered Blue Harbour s portfolio between 2007 and 2018 ranked third among the ten major 4 U.S.-based firms examined in the study. The firm also has been recognized for awards and distinctions from Institutional Investor, Bloomberg, Barron s and Hedgeweek, among others. Some of the more than fifty core investments where Mr. Robbins worked with the boards and managements as lead shareholder to unlock and increase shareholder value, include: BWX Technologies (NYSE: BWXT) | Advocated for the successful spin out transaction of this business from former parent company, and assisted the spinco board of directors. CACI (NYSE: CACI) | Two engagements, first as the highly cash-generative company repurchased 1/3 of its shares, and then to assist the company in considering strategic acquisitions. Genesee & Wyoming Railroad (NYSE: GWR) | Recognized the strategic value embedded in the railroad s American portfolio. GWR ultimately was acquired by affiliates of Brookfield Infrastructure and GIC. Jack in the Box (NASDAQ: JACK) | Advocated for the successful transition from company-owned to a primarily franchised system, releasing substantial excess capital used for accretive share repurchases. OpenText (NASDAQ: OTEX) | Assisted this Canadian-based software company with the evaluation of acquisitions and strategic transactions, improving its positioning with U.S. investor community, and diversifying its board and management team. WebMD (NASDAQ: WBMD) | Investigated strategic alternatives, including splitting the company in two or a sale, which the company ultimately pursued and completed. Xilinx (NASDAQ: XLNX) | Worked with the board to improve capital allocation and balance sheet efficiency of highly cash-generative semiconductor company, unlocking value through share repurchases. Through each two-to-three-year active investment engagement as lead shareholder, Mr. Robbins developed close working relationships with the CEO, board members and members of executive management. As a result, there are several hundred executives who are alumni of Mr. Robbins active engagements. This extensive network provides us with the differentiated ability to provide specialized insights into key areas of expertise as we seek an initial business combination and as we seek to add active value on a post-investment basis. Earlier this year, and after delivering record performance in Blue Harbour s long-only fund in 2019, Mr. Robbins announced his decision to return outside capital and form a family office to pursue new ventures. The firm will finish returning outside capital to fund investors by the end of this quarter, and at such time, Mr. Robbins intends to devote substantially all of his business time to our company. Prior to forming Blue Harbour, Mr. Robbins was a private equity professional for seventeen years, serving on more than fifteen corporate boards including the boards of RJR Nabisco, Inc., The Stop & Shop Companies, Inc., Newsquest plc., IDEX Corp., ESPN, Inc., Kindercare Learning Centers, Inc. and Borden, Inc. At KKR for thirteen years, including as a General Partner, Mr. Robbins was involved in approximately $100 billion in leveraged buyout transactions and financings. He also was directly involved with many of the firm s capital markets activities, including leading a program to invest in the common shares of public companies that the firm determined to be undervalued and could be potential buyout candidates. As a Managing Member of General Atlantic Partners for four years, Mr. Robbins led and was closely involved in numerous growth equity investments in both private and public companies, including transactions to carve-out growth businesses from larger legacy companies into separate entities. From 1980 through 1982 and 1984 through 1986, Mr. Robbins worked in the Mergers and Acquisitions Department of Morgan Stanley & Co. Mr. Robbins graduated with an A.B. from Harvard College in 1980 and received his M.B.A. from the Stanford Graduate School of Business in 1984. Outside of his investment responsibilities, Mr. Robbins serves as a member of the Board of Overseers of the Memorial Sloan Kettering Cancer Center, where he has chaired the Finance and Funding Committee for fifteen years and previously chaired its Investment Committee. He also currently serves as Vice Chairman of the Stanford Graduate School of Business Advisory Council and previously served as Chairman of the Stanford Graduate School of Business Trust. 5 We intend to leverage our founders experiences and ability to partner with a company that can benefit from our capital, our public market expertise, our experience in developing value-enhancing strategies and their network of relationships with CEOs, board members and members of executive management teams, who can provide specialized insights into their areas of expertise. We believe our founders are well positioned to identify attractive business combination opportunities that have the opportunity for significant growth. Our objectives are to generate attractive returns for our shareholders and enhance value by bringing strategic, financial, operational and material ESG-related improvements to the acquired company. We expect to focus on potential target companies with certain industry and business characteristics. Key industry characteristics include compelling long term growth prospects, attractive competitive dynamics, consolidation opportunities and low risk of technological obsolescence. Key business characteristics include high barriers to entry, significant streams of recurring revenue, opportunity for operational improvement, attractive steady-state margins, high incremental margins and attractive free cash flow characteristics, and acceptable performance and a pathway to further improvement in ESG areas that are material to the company s business and industry. With respect to the above, past experience or performance of our founders and their respective affiliates is not a guarantee of either (1) our ability to successfully identify and execute a transaction or (2) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of future performance. Our management team and their respective affiliates have been involved with a large number of public and private companies in addition to those identified above, not all of which have achieved similar performance levels. See Risk Factors Past performance by our management team and their affiliates may not be indicative of future performance of an investment in the company. No member of our management team has any experience in operating special purpose acquisition companies. For a complete list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. Business Strategy Our business strategy is to identify and complete our initial business combination with a company that complements the experience of our founders and can benefit from their sourcing, investing, governance and public market and value-enhancement expertise. Our selection process will capitalize on our founders vast and unique networks of relationships to both source a transaction as well as implement an operational and growth strategy. These networks have been developed through our founders well-established experience across private and public market investing, global financial services and government where they have demonstrated a distinct combination of capabilities including: Broad and diverse network of operational, investment and transactional relationships to provide access to unique deal flow as well as experienced operators and management teams; Broad and diverse network at the highest levels of the financial services and asset management industry; Extensive experience identifying, evaluating and executing M&A transactions both through private equity funds as well as through public companies in which he has invested, including sourcing, structuring, diligencing, acquiring, operating, developing, growing, financing and selling businesses; Extensive experience operating businesses, allocating capital and managing risk across a broad array of markets; Unique experience managing the complexities of a global public company with a deep understanding of the interplay between macro economic events, global capital flows and evolving regulatory landscapes; Track record of applying a private equity approach to public equity investing across multiple industries, working with companies and corporate boards on matters ranging from operational improvements, capital allocation and strategic growth opportunities; 6 Deep understanding and connectivity across the capital markets to position companies and help management teams transition from private to public ownership; Wide-ranging and meaningful relationships with a range of sellers such as private equity firms, entrepreneurs and corporates, active and retired executives and financing providers to source ideas and targets; Unique perspective on private and public sectors and evolving regulatory landscape across the broader business communities; Deep experience as an operator, risk-taker, business builder and manager at a complex and world class global financial institutions; Flexible approach and experience working with companies to develop an appropriate capital structure and ongoing ownership; History of aligning management and shareholder interests through the development of compensation plans that allow management to participate in long term shareholder value creation; Extensive history of serving on public boards and working with public companies to effect change; and Demonstrated background in identifying and implementing material ESG frameworks while staying consistent with investment fundamentals to create long-term value. Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that we believe: Have a strong position within their industry with identified competitive advantages, established customer relationships and barriers to entry; Have a strong management team that can benefit from our founders expertise and networks to help source additional deal flow, executives, board members, operators, partners and capital providers; Can benefit from being a public company with access to broader capital markets to help achieve the company s business strategy and capital structure needs; Are undervalued, with sub-optimal capital structures where our capital and corporate finance expertise can provide a solution to unlock value; Present unique dynamics and needs under current ownership providing an opportunity for our founders to utilize their structuring expertise and investment experience to negotiate an attractive transaction; Are in the midst of undergoing a change in strategy, adapting to evolving industry dynamics or evaluating other transformational initiatives where we believe our expertise and capital can help accelerate execution and result in an attractive risk-adjusted return for our shareholders; Illustrate attractive earnings and growth potential and operate in an industry with positive trends and growth dynamics; and Have been able to withstand and adapt to recent economic and market volatility, or have a path to do so. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to 7 our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. Our Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will also call upon our founders networks of relationships with CEOs, board members and members of executive management teams, to provide specialized insights into their areas of expertise, and utilize our operational and capital planning experience. Each of our directors and officers will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Certain of our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such officer s and director s fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. Additional Disclosures Our Acquisition Process We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. 8 See Risk Factors Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Initial Business Combination The rules of the NYSE require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target business or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some 9 investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on July 13, 2020. Our executive offices are located at 1000 N. West St., Suite 1200, Wilmington, Delaware 19801 and our telephone number is (302) 295-4937. Upon completion of this offering, our corporate website address will be www.cohnrobbins.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. 10
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001818221_equity_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001818221_equity_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e015c7028d87c96bfdefce9149f03ab67a1a51d8
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001818221_equity_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to the amended and restated certificate of incorporation of the company, adopted and filed on , 2020; Anixter refers to Anixter International Inc., a leading global distributor of Network & Security Solutions, Electrical and Electronic Solutions and Utility Power Solutions, prior to its recent merger with WESCO; common stock are to our Class A common stock and our Class B common stock; EGI refers to the Equity Group Investments division of Chai Trust Company, LLC, the private investment firm founded by Sam Zell; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in connection with our initial business combination including but not limited to a private placement of equity or debt; founders are Sam Zell and Bill Galvin; founder shares are to shares of our Class B common stock initially issued to our sponsor in private placements prior to this offering and the shares of our Class A common stock that will be issued upon the automatic conversion of the shares of our Class B common stock at the time of our initial business combination (for the avoidance of doubt, such shares of our Class A common stock will not be public shares ); initial stockholders are to holders of our founder shares prior to this offering; Itel refers to Itel Corporation, a holding company that owned rail and container leasing businesses, among others; management or our management team are to our executive officers and directors; NYSE refers to New York Stock Exchange; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public stockholder will only exist with respect to such public shares; sponsor are to Equity Distribution Sponsor LLC, and references to the experience of our sponsor include the experience of our founders and the affiliated investment professionals of our sponsor; WESCO refers to WESCO International, Inc., a leading provider of electrical, industrial and communications maintenance, repair and operating (MRO) and original equipment manufacturer (OEM) products, construction materials and advanced supply chain management and logistic services; and Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted. SUBJECT TO COMPLETION, DATED September 14, 2020 PRELIMINARY PROSPECTUS Equity Distribution Acquisition Corp. $300,000,000 30,000,000 Units Equity Distribution Acquisition Corp. is a newly incorporated blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will seek to capitalize on the operational, tactical and organizational experience of our founders, Sam Zell and Bill Galvin. Although we may pursue targets in any industry, we intend to initially focus our search on identifying a prospective target business in North America within the industrial sector with an enterprise valuation in the range of $1 billion to $1.5 billion. In particular, we intend to focus on companies providing technology-enabled solutions in industrial and industrial distribution markets. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 4,500,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described herein. If we have not completed an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Equity Distribution Sponsor LLC, an affiliate of Equity Group Investments has agreed to purchase 5,333,333 warrants (or 5,933,333 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Our initial stockholders currently own 8,625,000 shares of our Class B common stock (up to 1,125,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised) which will automatically convert into shares of our Class A common stock at the time of our initial business combination as described herein. Prior to our initial business combination, only holders of shares of our Class B common stock will be entitled to vote on the appointment of directors. Currently, there is no public market for our units, shares of our Class A common stock or warrants. We will apply to list our units on the New York Stock Exchange ( NYSE ), under the symbol EQD.U on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the shares of our Class A common stock and warrants comprising the units will begin separate trading on the NYSE under the symbols EQD and EQD WS, respectively, on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC ( Credit Suisse ), the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ), containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001818346_ribbit_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001818346_ribbit_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0e1f8a4b480f1f054e0d6d6945c6dbf12287d1ae
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001818346_ribbit_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "Class L ordinary shares" are to 12,777,778 of our Class L ordinary shares (of which 1,666,667 Class L ordinary shares are subject to forfeiture if the underwriters do not exercise their over-allotment option) and the Class A ordinary shares that will be issued upon the automatic conversion of the Class L ordinary shares only to the extent certain triggering events occur prior to the 10th anniversary of our initial business combination, including specified strategic transactions and other triggering events based on our stock trading at $20.00 per share and additional stock trading thresholds up to $50.00 per share, in each case, as described in this prospectus (for the avoidance of doubt, such Class A ordinary shares will not be "public shares"); "Companies Law" are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; "company," "we," "us," "our," or "our company" are to Ribbit LEAP, Ltd., which stands for Ribbit Capital Long-Term Equity Acquisition Pool, a Cayman Islands exempted company; "forward purchase agreement" are to the agreement providing for the sale of 10,000,000 forward purchase shares and 2,000,000 forward purchase warrants to our sponsor in a private placement that will close substantially concurrently with the closing of our initial business combination; "forward purchase shares" are to the 10,000,000 Class A ordinary shares to be issued to the forward purchase investors pursuant to the forward purchase agreement; "forward purchase securities" are to the forward purchase shares and forward purchase warrants; "forward purchase warrants" are to the 2,000,000 redeemable warrants to be issued to our sponsor pursuant to the forward purchase agreement; "founder shares" are to 4,472,222 of our Class B ordinary shares (of which 583,333 Class B ordinary shares are subject to forfeiture if the underwriters do not exercise their over-allotment option) and the Class A ordinary shares that will be issued upon the conversion of the Class B ordinary shares as described in this prospectus (for the avoidance of doubt, such Class A ordinary shares will not be "public shares"); "founders" are to Meyer Malka, our Chairman and Chief Executive Officer, and Cynthia McAdam, our Chief Operating Officer; "initial shareholders" are to our sponsor and each other holder of founder shares and Class L ordinary shares upon the consummation of this offering; "ordinary shares" are to our Class A ordinary shares, our Class B ordinary shares and our Class L ordinary shares; "our founding team" are to our executive officers and directors (including our director nominees who will become directors at the consummation of this offering); Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents "private placement shares" are to the Class A ordinary shares to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; "public shareholders" are to the holders of our public shares, including our sponsor and founding team to the extent our sponsor and/or members of our founding team purchase public shares, provided that our sponsor's and each member of our founding team's status as a "public shareholder" will only exist with respect to such public shares; "public shares" are to our Class A ordinary shares to be sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and "Ribbit Capital" are to Ribbit Capital, LLC, an affiliate of our sponsor; "Ribbit Capital" are to the Ribbit Capital family of venture funds, including Ribbit Capital VI, L.P., and Ribbit Management Company, LLC, affiliates of our sponsor; and "sponsor" are to Ribbit LEAP Sponsor Ltd., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares or Class L ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares or Class L ordinary shares, as applicable, and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our business Ribbit LEAP, Ltd., which stands for Ribbit Capital Long-Term Equity Acquisition Pool, is a newly organized, blank check company incorporated in the Cayman Islands and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected an initial business combination target, nor have we or anyone else acting on our behalf engaged directly or indirectly in substantive discussions with any businesses about an initial business combination. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus our search for an initial business combination in the intersection of financial services and technology globally. We may pursue a transaction in which our shareholders immediately prior to the completion of our initial business combination would collectively own a minority interest in the post-business combination company. Our sponsor and guiding principles Our sponsor is an affiliate of Ribbit Capital, a family of investment funds based in Palo Alto, California, focused on the intersection of financial services and technology. Ribbit Capital was founded in 2012 by Meyer "Micky" Malka, an entrepreneur and investor with over 25 years of experience building and investing in technology and financial services businesses throughout the world. Ribbit Capital manages Ribbit LEAP, Ltd. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1549449 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 364 University Ave. Palo Alto, California 94301 Tel: (650) 485-3758 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents more than $2.6 billion of committed capital on behalf of its investors, many of which have been with Ribbit Capital since inception. The mission of Ribbit Capital is to change the world of finance by providing capital and guidance to visionary financial services entrepreneurs. To that end, Ribbit Capital has built a portfolio of over 75 private and public company investments across five continents and a multitude of sectors within financial services, including payments, personal finance, investments and wealth, lending, insurance, cryptoassets, financial infrastructure, financial software, and home finance. Ribbit Capital's investments include such leaders in these sectors as Affirm, Inc., Brex Inc., Coalition, Inc., Coinbase, Inc., CreditKarma, Inc. CRB Group, Inc. (which does business as Cross River Bank), Figure Technologies, Inc., Indiabulls Ventures Limited (NSE:IBVENTURES), MercadoLibre, Inc. (NASDAQ:MELI), Next Insurance, Inc., Nu Holdings Ltd. (which does business as Nubank), Revolut Ltd., Robinhood Markets, Inc., Root, Inc., Sea Limited (NYSE:SE), Viva Republica Inc. (which does business as Toss), Upgrade, Inc., and Zillow Group, Inc. (NASDAQ:ZG). Ribbit Capital strives to be more than a source of financial capital to entrepreneurs. Prior to Ribbit Capital, Mr. Malka was a founder to multiple companies across banking, brokerage, and payments and led them to successful exits. Since founding Ribbit Capital, he and his team have built a robust family of investment funds which has provided the opportunity to invest and partner with several of the top financial technology companies of the past decade. This background allows Ribbit Capital to approach entrepreneurs as collaborators, offering data, perspectives, and lessons learned in innovative financial businesses across geographies and over time. By applying this partnership orientation and operator mentality, Ribbit Capital is able to create meaningful, lasting relationships with entrepreneurs. Ribbit Capital has demonstrated a strong track record as an investment manager for its seven flagship closed-end private funds and its several special purpose vehicles. The compound annual rate of return of its aggregate portfolio as measured by the ratio of the fair market value of Ribbit Capital's portfolio and distributions to the aggregate paid in capital of all of the funds it manages has materially exceeded the upper quartile of its benchmark, the U.S. Venture Capital Index per Cambridge Associates, from the day Ribbit Capital started through June 30, 2020. Ribbit Capital's performance is consistent across its fund vintages, with each of its flagship funds over two years old delivering a compound annual rate of return to investors of more than 30% before fees and expenses. The following principles underpin the culture and organization of Ribbit Capital, and serve as the foundation for Ribbit LEAP: We are mission-oriented. We believe that technology has the potential to make finance more transparent and accessible across the world. Driven by this belief, we are focused on helping to build the financial services brands of tomorrow. Consistency allows us to develop informed, data-rich perspectives on industry trends and business models. Our depth in the space leads to stronger relationships with entrepreneurs and investors and to wider visibility into investment opportunities, as evidenced by the more than 5,000 companies that we monitor worldwide across financial technology. We are patient. We believe that enduring financial services companies cannot be built overnight. We underwrite each investment with a decade-plus investment horizon and aspire to invest in assets that we would be willing to hold indefinitely. When working with companies, our focus is on compounding sources of value rather than short-term earnings performance. This mentality aligns with the technology- and customer-centric mentality of the entrepreneurs and management teams with whom we partner and allows us to invest in opportunities that grow exponentially rather than linearly. Meyer Malka 364 University Ave. Palo Alto, California 94301 Tel: (650) 485-3758 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents We align ourselves with our partners. We believe that we succeed when our partners succeed. We aim to act as principals, not agents. We make large financial commitments to the funds we manage; as a result, our team members are among Ribbit Capital's largest individual limited partners. Similarly, we look to work with management teams with significant ownership in their own companies. We use the products and services offered by our portfolio and invest in people and brands we are proud to recommend to close friends. In our business, and in financial services more broadly, we believe getting the incentives right is half of the battle. We chart our own course. We believe in making principles-based decisions. Historically, this has served us well and contributed to many of the key choices underlying our track record. In structuring Ribbit LEAP, we sought to employ the same independent thinking, designing a structure that we feel provides value both to shareholders and to partners in an initial business combination. We expect that our long-term approach, encapsulated in Ribbit Capital's track record as well as Ribbit LEAP's structure, will afford us a substantial competitive advantage relative to other blank check companies. We believe Ribbit LEAP is a natural extension of Ribbit Capital's mission to invest in visionary financial services entrepreneurs across stages from initial idea and early stage venture to growth capital and the public markets. Ribbit LEAP intends to partner only with world-class entrepreneurs, providing them with a significant amount of flexible capital and guiding them in their transition from the private to the public markets. Ribbit LEAP is designed to deliver a differentiated combination of private market-style partnership and public market capital. Market opportunity and the state of financial technology Ribbit Capital was founded on the thesis that, in the decades to come, trillions of dollars of market value will shift from the financial services incumbents to their technology-led challengers. Underpinning this thesis is our view that incumbent financial services brands have not kept pace with new technologies and evolving customer expectations. Financial crises across different geographies over the past 12 years created opportunities for consumers to reconsider their trust in traditional financial institutions, and the smartphone provided a new platform through which financial products and services could be delivered directly to willing customers. Since June 2012, we estimate that more than $500 billion of market capitalization has been captured by financial services challengers that have accessed the public markets. While this transition is impressive, we believe it is still in its early days, and Ribbit LEAP is well positioned to take advantage of this trend. Our conviction in the future growth of financial technology in the public markets is informed by the following factors: Large and growing addressable market. The financial services sector comprises 21% of U.S. gross domestic product and is one of the largest contributors to GDP worldwide. The 20 largest financial services companies alone generated $335 billion of net income in 2018. In addition, banking and financial services has grown net income at a CAGR of more than 11% over the last five years and is projected to grow earnings per share at a CAGR of more than 9%. This rapid pace of growth has been driven by the increasing digitization of financial services, product innovation, and the broadening application of financial offerings across a range of marketplaces and software companies. Business model dynamics give rise to category winners. Financial services and technology are industries that disproportionately benefit from highly scaled brands and platforms, particularly due to the importance of trust. Scale also drives a flywheel effect of increasing efficiency, which allows Jocelyn M. Arel Daniel J. Espinoza Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 Tel: (617) 570-1000 Fax: (617) 523-1231 Christian O. Nagler Peter Seligson Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount being registered Proposed maximum offering price per security(1) Proposed maximum aggregate offering price(1) Amount of registration fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of a redeemable Warrant to acquire one Class A ordinary share(2) 40,250,000 units $10.00 $402,500,000 $52,244.50(5) Class A ordinary shares included as part of the units(3) 40,250,000 shares (4) Redeemable warrants to acquire one Class A ordinary share included as part of the units(3) 8,050,000 warrants (4) Total $402,500,000 $52,244.50(5) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. (2) Includes 5,250,000 units, consisting of 5,250,000 Class A ordinary shares and 1,050,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents platforms to pass on savings and deliver differentiated products and services to their end markets. This has given rise to very large players today: of the 102 companies with a market capitalization of $100 billion or more globally, 23 of them are technology companies and 20 of them are financial services companies, and together they constitute 56% of the $22 trillion of market value of all companies worth more than $100 billion. This compares to 34% of the $5 trillion of market value of companies that met that same criteria in 1999. Furthermore, since 1999, there have been 18 financial services companies that have grown to a market capitalization of $100 billion or greater and 156 financial services companies that have grown to a market capitalization of $10 billion or greater across the public and private markets. Accelerating private market activity creates a pipeline for the public markets. Value created in the private market may be a leading indicator for future investment opportunities in the public markets. Between 2018 and 2019, approximately $75 billion of venture capital was invested into financial technology, or fintech, according to CB Insights. Late-stage fintech fundraising in particular has accelerated, with over $16 billion of capital invested in 2018 and 2019 alone, according to PitchBook. Of the 580 global "unicorns," or venture-backed businesses with valuations greater than $1 billion, 90 are in fintech. The collective valuation of these fintech unicorns is nearly $500 billion. Many of them have decided to stay private for longer than they otherwise would have given the easy availability of private capital funding. We believe these fintech unicorns and many high quality, potential unicorns could benefit from a public listing as an efficient way to increase liquidity, expand access to capital, and improve branding. With Ribbit LEAP we are positioned to provide these fintech platforms with an attractive alternative to enter the public markets. Blurring lines between fintech and software. In recent years, there has been an increase in the number of technology companies developing financial services offerings to complement their existing offerings, expand customer relationships, and bolster monetization. This convergence of financial services and technology is driving disruption and creating opportunities for challengers to build brands from more and less obvious quarters. The dynamic is clearly visible across several sectors reflected in Ribbit Capital's investments: E-commerce: E-commerce marketplaces such as MercadoLibre and Sea Group are now embedding payments and lending on their platforms while developing mobile wallets for their customers. Real estate portals: Property listing websites such as Zillow are now buying and selling homes as a principal on their own marketplaces, acting as market makers and offering mortgage, insurance, and closing services. Purchase finance: Point of sale lenders such as Affirm are disintermediating incumbent payment networks and card providers by connecting merchants and consumers via attractive financing offers. Software as a service ("SaaS"): SaaS companies such as Juniper Square are leveraging the data, transaction, and customer flows that run through their systems to offer embedded payments, financing, and insurance products to their clients. Ribbit Capital's focus on the intersection of financial services and technology has helped us to understand the size of the addressable market across regions and subsectors and the potential for outsized outcomes across stages. This perspective, combined with the investments that Ribbit Capital has made in public Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated September 8, 2020 Preliminary prospectus $350,000,000 Ribbit LEAP, Ltd. 35,000,000 Units Ribbit LEAP, Ltd., which stands for Ribbit Capital Long-Term Equity Acquisition Pool, is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fifth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 5,250,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we do not consummate an initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Ribbit LEAP Sponsor, Ltd. owns 4,472,222 Class B ordinary shares (up to 583,333 Class B ordinary shares of which are subject to forfeiture) which will convert at the option of the holder thereof into Class A ordinary shares at any time after our initial business combination as described herein. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Our sponsor also owns 12,777,778 Class L ordinary shares (up to 1,666,667 of which are subject to forfeiture). Our Class L ordinary shares are non-voting and will convert into Class A ordinary shares after our initial business combination only to the extent certain triggering events occur prior to the 10th anniversary of our initial business combination including four equal triggering events based on our stock trading at $20.00, $30.00, $40.00 and $50.00 per share following the first anniversary of the closing of our initial business combination and also upon specified strategic transactions, in each case, as described in this prospectus. Notwithstanding the foregoing, all Class L ordinary shares that are issued and outstanding on the 10th anniversary of our initial business combination will be automatically forfeited. Our sponsor has agreed to purchase 900,000 Class A ordinary shares (or 1,005,000 Class A ordinary shares if the underwriters' over-allotment option is exercised in full), at a price of $10.00 per share in a private placement for an aggregate purchase price of $9,000,000 (or $10,050,000 if the over-allotment option is exercised in full) that will close simultaneously with the closing of this offering. These Class A ordinary shares, which we refer to as the private placement shares, are identical to the Class A ordinary shares sold in this offering, subject to certain limited exceptions as described in this prospectus. Our sponsor will enter into a forward purchase agreement with us that will provide for the purchase by our sponsor of an aggregate of 10,000,000 Class A ordinary shares and 2,000,000 redeemable warrants, for an aggregate purchase price of $100,000,000, or $10.00 per one Class A ordinary share and one-fifth of one redeemable warrant, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The Class A ordinary shares and redeemable warrants issuable pursuant to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units being sold in this offering, respectively, except that our sponsor will have certain registration rights, as described herein. Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or NYSE, under the symbol "LEAP.U." We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the NYSE under the symbols "LEAP" and "LEAP.WS," respectively, on the 52nd day following the date of this prospectus unless J.P. Morgan Securities LLC informs us of its decision to permit earlier separate trading and we have satisfied certain conditions described herein. We are an "emerging growth company" and "smaller reporting company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 45 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per unit Total Public offering price $ 10.00 $ 350,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 19,250,000 Proceeds, before expenses, to us $ 9.45 $ 330,750,000 (1) Includes $0.35 per unit, or $12,250,000 in the aggregate (or $14,087,500 in the aggregate if the underwriters' over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also "Underwriting" beginning on page for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement shares described in this prospectus, $350.0 million, or $402.5 million if the underwriters' over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Table of Contents companies, has given us confidence in the opportunity for patient and focused public market fintech investors to earn high multiples on invested capital. We further believe that some of the circumstances created by COVID-19 present a new dynamic for investors in fintech generally and for Ribbit LEAP in particular. First, stay-at-home orders and quarantines have meaningfully accelerated the already strong consumer trend toward adoption of digital financial products. Second, companies that are positively indexed to digital financial services have an unprecedented opportunity to take market share through marketing and acquisitions, both of which require large injections of new capital. Third, we believe that many of the private market investors that have backed fintech businesses are increasingly focused on liquidity, which could present attractive risk-adjusted returns to investors with more patient capital. Fourth, we expect that many robust and high-quality businesses have suffered temporary shocks to revenue and cash, which may cause them to seek a larger capital raise than typical in private rounds, thereby driving them to further explore the public markets. Notwithstanding the foregoing, see "Risk factors Our search for a business combination, and any partner business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets" and the other factors described under "Risk factors" and "Cautionary note regarding forward-looking statements" for a discussion of factors that may impact the development of the above-described circumstances. Our proposition We believe that Ribbit LEAP offers an attractive proposition when compared with other blank check companies and other sources of equity capital. We bring a singular focus and depth of expertise to financial services and technology. In addition to our expertise, reputation, and network, which taken together gives us a competitive advantage in sourcing and consummating one or more business combinations, we have designed Ribbit LEAP's structure differently from other blank check companies to more closely align it with Ribbit Capital's core principles. The key elements of our structure are summarized below and are explained further elsewhere in this prospectus. Sole Book-Running Manager J.P. Morgan Table of Contents Attribute Conventional SPAC Ribbit LEAP Why Ribbit LEAP is better Founder shares 20% of the ordinary shares issued and outstanding upon the consummation of the offering 10% of the ordinary shares issued and outstanding upon the consummation of this offering, excluding Class L ordinary shares which are subject to stock performance vesting conditions Less dilution for partner companies absent outsized post-business combination share performance Performance-based founder shares All founder shares vested, no performance-based test Class L ordinary shares vest in four equal tranches upon achieving outsized share performance, at $20.00, $30.00, $40.00, and $50.00 per share (but only following the one-year anniversary and prior to the 10 year anniversary of our initial business combination) that combined with the 10% founder shares total up to a maximum of 30% of the ordinary shares issued and outstanding upon the consummation of this offering Class L ordinary shares also vest upon the consummation of certain strategic transactions following our initial business combination dependent on the effective price per Class A ordinary share Downside and upside are shared with investors because sponsor economics only begin to exceed those of a conventional SPAC with 20% founder shares when the stock trades above $30.00 per ordinary share High vesting thresholds create long-term commitment Sponsor at-risk investment Purchase of private placement warrants with similar terms to public warrants, in the money with just a 15% increase in stock price No warrants; Class A ordinary shares purchased at $10.00 per share Simplifies the transaction and pro forma capital structure Rights of founder shares 20% of the vote for the initial business combination Board rights determined in the initial business combination negotiation 20% of the vote for the initial business combination Right to appoint one-fifth (rounded up to the nearest whole number) of the members of our board of directors following our initial business combination Creates closer alignment with management teams looking for a partner Aligns Ribbit LEAP's governance rights to both performance and "skin in the game" Forward purchase agreement If included, often structured as an "up to" commitment $100 million minimum commitment from funds affiliated with Ribbit Capital Greater "skin in the game" than a typical offering Supports confidence in Ribbit LEAP's ability to close a transaction Term 24 months 24 months with the ability to extend by an additional 3 months Provides greater flexibility to source the most attractive partners , 2020 Table of Contents A key tenet of Ribbit Capital's mantra is that it takes money to change money. We believe that our structure reinforces our value proposition by making Ribbit LEAP a more attractive capital source to companies and a more attractive investment for investors. The combination of our sponsor and our structure provides the following benefits to our partner companies and investors: Longevity. We view partnership with management teams as a commitment for a decade or more. Because of this we are focused on long-term value creation, and we seek to partner with investors with the same orientation. Consistent with this posture, we have structured the sponsor economics to be meaningfully weighted to share performance over many years. Furthermore, a substantial majority of the sponsor economics earned will sit within private funds managed by Ribbit Capital (which have an initial term of ten years), rather than being held directly by our management team. Ecosystem: Ribbit Capital's portfolio includes prominent and innovative fintech platforms and brands globally. Our ideal candidate for a business combination will be able to benefit from connectivity and partnership with this network, which we believe is a key competitive advantage for Ribbit LEAP in consummating a business combination and in the future success of the company. Alignment. Ribbit Capital is committing a minimum of $100 million of capital in a forward purchase commitment, sitting alongside our investors with "skin in the game." Traditionally sponsors of blank check companies purchase 20% of the issued stock at a nominal price that is awarded to the sponsor regardless of performance and solely on the ability to close an initial business combination. We believe this conventional structure creates a misalignment of interest between the sponsor, investors, and the partner in a business combination. We have eschewed this construct to instead earn sponsor economics that better align with price performance. Ribbit Capital will only "break even" with a conventional 20% founder share structure if the stock price trades above $30.00 per ordinary share, or 200% above the share price of the initial offering. This meaningful capital commitment and performance-based structure will incentivize us to partner with one or more companies that offer the highest quality growth and return potential to investors rather than reward us for merely consummating a business combination. We believe these features will help us attract patient growth-oriented investors, which in turn strengthens the value proposition of Ribbit LEAP. Perspective. Ribbit Capital has a strong track record as a specialist investor and partner at the intersection of financial services and technology. Our focus on fintech provides us with insights and a global network of operators, investors, and regulators that can inform strategic decisions, new product development, and relationship-building with stakeholders. We believe that our hands-on experience as operators and investors in the industry positions us to better evaluate partner companies and to help them maximize value following a business combination. We believe that Ribbit LEAP offers a structure that is simple, transparent, and fosters alignment for all parties. Investment criteria The objective of Ribbit LEAP is to partner with one or more companies that we believe will produce the strongest financial returns for our investors over the next decade or longer. In pursuit of this objective, we will measure potential partners against the following business criteria: World-class management teams. We seek management teams with whom we would be proud to partner for the next decade or more and who have the vision, energy, and execution capability to deliver on our Table of contents Page Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001818355_foley_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001818355_foley_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c67dd01361691d4cf715d576262cbc55b361c0c5
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001818355_foley_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: common stock are to our Class A common stock and our Class B common stock; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in connection with our initial business combination including but not limited to a private placement of equity or debt; forward purchase agreement are to the agreement providing for the sale of shares of our Class A common stock and forward purchase warrants to Cannae Holdings in a private placement to occur concurrently with the closing of our initial business combination; forward purchase securities are to the forward purchase shares and forward purchase warrants; forward purchase shares are to shares of our Class A common stock to be issued to Cannae Holdings pursuant to the forward purchase agreement; forward purchase warrants are to warrants to purchase shares of our Class A common stock, as applicable, to be issued to Cannae Holdings pursuant to the forward purchase agreement; founder are to William P. Foley, II; founder shares are to shares of our Class B common stock initially issued to our sponsor in a private placement prior to this offering and the shares of our Class A common stock that will be issued upon the automatic conversion of the shares of our Class B common stock at the time of our initial business combination (for the avoidance of doubt, such shares of our Class A common stock will not be public shares ); initial stockholders are to holders of our founder shares prior to this offering; management or management team are to our executive officers and directors; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public stockholder will only exist with respect to such public shares; second amended and restated certificate of incorporation are to the second amended and restated certificate of incorporation of the Company, to be in effect upon completion of this offering; sponsor are to Trasimene Capital FT, LP II , a Delaware limited partnership, and references to the experience of our sponsor include the experience of our founder and investment professionals of our sponsor; Trasimene Capital are to Trasimene Capital Management, LLC, an investment advisory firm, led by William P. Foley, II; and we, us, company or our company are to Foley Trasimene Acquisition Corp. II, a Delaware corporation. TABLE OF CONTENTS Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. TABLE OF CONTENTS Each unit consists of one share of our Class A common stock and one-third of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly incorporated blank check company incorporated in July 2020 as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We will seek to capitalize on the tactical, operational and organizational experience of our founder William P. Foley, II. We believe Mr. Foley s distinguished business track record can have a transformative impact on a target business. Although we may pursue targets in any industry, we intend to initially focus our search on identifying a prospective target business in financial technology or information and business services, which acts as an essential utility to industries that are core to the economy. We also intend to focus on prospective target businesses that have unseen potential for revenue growth and/or operating margin expansion with high recurring revenue and cash flow, defensible intellectual property and strong market positions within their industries. Many of our management team s prior investments, including Dun & Bradstreet (NYSE: DNB), FNF (NYSE: FNF), Black Knight (NYSE: BKI) and Ceridian (NYSE: CDAY) exhibited many of these qualities. We believe that a prospective target business will have the potential to benefit from a recovering economy, presenting an opportunity to invest. Our team will deploy a proactive sourcing strategy and focus our efforts on companies where we believe the combination of Mr. Foley s operating experience, deal making and capital allocation prowess, professional relationships and tactical expertise can be catalysts to enhance the growth potential and value of a target business and provide opportunities for attractive returns to our stockholders. Mr. Foley has over 32 years of experience in industry consolidation and delivering stockholder value, with a principal background in the financial, technology, insurance and services sectors. As a pre-eminent operator, Mr. Foley has led six separate multi-billion dollar public market platforms with hundreds of acquisitions, including FNF, Fidelity National Information Services, Inc. (NYSE: FIS) ( FIS ), Black Knight, Ceridian, FGL Holdings, Inc. (NYSE: FG) ( FGL Holdings ) and Cannae Holdings (NYSE: CNNE). As Founder, former CEO, and now Chairman of FNF, Mr. Foley, has built the largest title insurance company in the United States, growing equity value from $3.0 million to over $13.0 billion at its peak. In addition to his operational expertise, Mr. Foley has a long track-record as a prudent investor and has realized significant gains on many large investments. Mr. Foley can offer management teams and companies mature, respected and steady leadership. Mr. Foley and his team will identify companies with strong reliable cash flow in a range of market conditions. We believe attractive returns can be earned in the current market environment by taking limited calculated short term volatility risks in exchange for a higher probability of outsized long term returns. We believe Mr. Foley s calm hand will help a potential target company better navigate today s uncertain economic environment. TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED AUGUST 13, 2020 PRELIMINARY PROSPECTUS Foley Trasimene Acquisition Corp. II $1,200,000,000 120,000,000 Units Foley Trasimene Acquisition Corp. II is a newly incorporated blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Although we may pursue targets in any industry, we intend to initially focus our search on identifying a prospective target business in financial technology or information and business services, which acts as an essential utility to industries that are core to the economy. We also intend to focus on prospective target businesses that have unseen potential for revenue growth and/or operating margin expansion with high recurring revenue and cash flow, defensible intellectual property and strong market positions within their industries, such as The Dun & Bradstreet Corporation ( Dun & Bradstreet ), Fidelity National Financial, Inc. ( FNF ), Black Knight, Inc. ( Black Knight ) and Ceridian HCM Holding Inc. ( Ceridian ). We believe that a prospective target business will have the potential to benefit from a recovering economy, presenting an opportunity to invest. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 18,000,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described herein. If we have not completed an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Trasimene Capital FT, LP II, an affiliate of Trasimene Capital Management, LLC, has agreed to purchase 17,333,333 warrants (or 19,733,333 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Our sponsor owns 34,500,000 shares of our Class B common stock (up to 4,500,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised and excluding any adjustment to the outstanding shares of our Class B common stock related to the forward purchase agreement described below) which will automatically convert into shares of our Class A common stock on the first business day following the completion of our initial business combination as described herein. Prior to our initial business combination, only holders of shares of our Class B common stock will be entitled to vote on the appointment of directors. Cannae Holdings, Inc. ( Cannae Holdings ), is a diversified holding company which is externally managed by Trasimene Capital Management, LLC but is not an affiliate of us or our sponsor. Cannae Holdings has entered into a forward purchase agreement with us which provides for the purchase by Cannae Holdings respectively of shares of our Class A common stock in an aggregate share amount equal to 15,000,000 shares of our Class A common stock, plus an aggregate of 5,000,000 redeemable warrants to purchase one share of our Class A common stock at $11.50 per share, for an aggregate purchase price of $150,000,000, or $10.00 for one share of our Class A common stock and one-third of one warrant, in a private placement to occur concurrently with the closing of our initial business combination. The warrants to be issued as part of the forward purchase agreement will be identical to the warrants sold as part of the units in this offering. The obligations under the forward purchase agreement do not depend on whether any shares of our Class A common stock are redeemed by our public stockholders. See Description of Securities Forward Purchase Agreement. An affiliate of Cannae Holdings will have a limited partnership interest in Trasimene Capital FT, LP II and, as a result, each has an indirect economic interest in a portion of the founder shares and private placement warrants owned by our sponsor after this offering. Currently, there is no public market for our units, shares of our Class A common stock or warrants. We have applied to have our units listed on the New York Stock Exchange ( NYSE ), under the symbol BFT.U on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the shares of our Class A common stock and warrants comprising the units will begin separate trading on the NYSE under the symbols BFT and BFT WS, respectively, on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC ( Credit Suisse ) and BofA Securities, Inc. ( BofA Securities ) inform us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ), containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 36 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 1,200,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 66,000,000 Proceeds, before expenses, to us $ 9.45 $ 1,134,000,000 (1) Includes $0.35 per unit, or $42,000,000 in the aggregate (or $48,300,000 in the aggregate if the underwriters over-allotment option is exercised in full), in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $1,200,000,000, or $1,380,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company, acting as trustee, and $2,000,000 will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released until the earliest to occur of: (a) the completion of our initial business combination; (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our second amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to stockholders rights or pre-initial business combination activity; and (c) the redemption of all of our public shares if we have not completed our business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Credit Suisse BofA Securities , 2020 TABLE OF CONTENTS During Mr. Foley s career, many of his largest investments, whether founded or acquired, shared many of the following characteristics: had or acquired significant market share in the industries in which they operate; FNF is the largest title insurer in the United States; Black Knight is a leading provider of integrated software, data and analytics solutions to the mortgage and consumer loan, real estate and capital markets verticals with 59% share of U.S. first lien mortgages on its servicing software platform as of December 31, 2019; FIS is a leading provider of technology solutions for merchants, banks and capital markets firms globally; Dun & Bradstreet is a leading global provider of business decisioning data and analytics, and Dun & Bradstreet s unique identifier, a D-U-N-S Number, which is recommended and, in many cases required, by over 240 commercial, trade and government organizations; and Ceridian is a leading human capital management company. are essential utilities to industries that are core to the economy; and sections of the U.S. economy would not function efficiently without the critical products and services provided by companies such as FNF, Black Knight, FIS and Dun & Bradstreet. unseen potential for growth of revenues and/or operating margins. Mr. Foley has a record of identifying opportunities and efficiencies within a company or firm that have not been seen by others; FNF has achieved industry leading title margins averaging between 300 and 500 bps better than its closest competitor over multi-decade economic cycles; and Mr. Foley was able to quickly reorganize and realign Black Knight upon re-taking control of the company in 2014 and improved adjusted operating margins by 950 bps and re-ignited revenue growth. Mr. Foley s proven track record is driven by his value creation playbook. This playbook, when coupled with go-to-market organization optimization, strategic acquisitions and investing in growth, has been substantiated by Mr. Foley s history of creating shareholder value, exceeding initial synergy estimates by an average of 1.4x initial forecasts and recruiting and developing leaders to implement his transformation initiatives. Key aspects of this playbook include among others: identifying cost savings; enhancing cross-selling; undertaking strategy shifts; eliminating siloed organizational structures; and accelerating product expansion. Trasimene Capital, led by Mr. Foley, employs a strong team of professionals with extensive operating and investing experience, including: Richard N. Massey. Mr. Massey serves as Chief Executive Officer of Foley Trasimene Acquisition Corp. II. Mr. Massey has also agreed to serve as a member of the board of directors of Foley Trasimene Acquisition Corp. II. Mr. Massey also serves as Chief Executive Officer and as a director of Foley Trasimene Acquisition Corp. ( Foley Trasimene I ), as a Senior Managing Director of Trasimene Capital and as Chief Executive Officer of Cannae Holdings. Mr. Massey has more than three decades of significant related experience, most recently as the Chairman and principal shareholder of Bear State Financial, Inc., a publicly traded financial institution, from 2011 until April 2018, and as a partner in Westrock Capital, LLC, a private investment partnership, since January 2009. Mr. Massey was Chief Strategy Officer and General Counsel of Alltel Corporation from January 2006 to January 2009, the fifth largest wireless carrier in the United States, before being sold for approximately $29.0 billion in 2009. Previously, from 2000 until 2006, Mr. Massey served as TABLE OF CONTENTS a Managing Director of Stephens Inc., a private investment bank, during which time his financial advisory practice focused on software and information technology companies, and he formerly served as a director of FIS. Mr. Massey also serves as a director of Dun & Bradstreet, which is a Cannae Holdings portfolio company, as well as a director of Cannae Holdings, FNF and FGL Holdings. He is also a director of the Oxford American Literary Project and Chairman of the board of directors of the Arkansas Razorback Foundation. Bryan D. Coy. Mr. Coy serves as Chief Financial Officer of Foley Trasimene Acquisition Corp. II. Mr. Coy also serves as Chief Financial Officer of Foley Trasimene I, Managing Director of Trasimene Capital and as Chief Financial Officer of Cannae Holdings. He also serves as Chief Financial Officer of Black Knight Sports & Entertainment, LLC, which is the private company that owns the Vegas Golden Knights, a National Hockey League team, a position he has held since October 2017. He served as Chief Financial Officer of Foley Family Wines from 2017 until 2019. Prior to that, Mr. Coy served as Chief Accounting Officer of Interblock Gaming, an international supplier of electronic gaming tables, from September 2015 to October 2017. He served as Chief Financial Officer Americas and Global Chief Accounting Officer of Aruze Gaming America from July 2010 through September 2015. David W. Ducommun. Mr. Ducommun serves as an Executive Vice President of Corporate Finance of Foley Trasimene Acquisition Corp. II. Mr. Ducommun also has served as a Senior Vice President of Corporate Finance of Foley Trasimene I since March 2020 and as an Executive Vice President of Corporate Finance since August 2020. Mr. Ducommun has served as a Managing Director of Trasimene Capital since November 2019, and as a Senior Vice President of Corporate Finance of Cannae Holdings since November 2017 and as an Executive Vice President of Corporate Finance since August 2020. Mr. Ducommun has served as a Senior Vice President of Mergers and Acquisitions of FNF from 2011 to November 2019. He also served as Secretary of FGL Holdings from April 2016 until December 2017. Prior to joining FNF, Mr. Ducommun served as a Director of Investment Banking at Bank of America Corporation, since 2008. Before Bank of America Corporation, Mr. Ducommun was an investment banker at Bear Stearns. Michael L. Gravelle. Mr. Gravelle serves as General Counsel and Corporate Secretary of Foley Trasimene Acquisition Corp. II. Mr. Gravelle also serves as General Counsel and Corporate Secretary of Foley Trasimene I. Mr. Gravelle has served as an Executive Vice President, General Counsel and Corporate Secretary of Cannae Holdings since April 2017. Mr. Gravelle has served as the Chief Compliance Officer for Trasimene Capital since January 2020. Mr. Gravelle has over 25 years of business and legal experience in the financial industry. Mr. Gravelle has served as an Executive Vice President, General Counsel and Corporate Secretary of FNF since January 2010, and also served in the capacity of an Executive Vice President, Legal since May 2006 and Corporate Secretary since April 2008. Mr. Gravelle joined FNF in 2003, serving as a Senior Vice President. Mr. Gravelle joined a subsidiary of FNF in 1993, where he served as a Vice President, General Counsel and Secretary beginning in 1996 and as a Senior Vice President, General Counsel and Corporate Secretary beginning in 2000. Mr. Gravelle has also served as an Executive Vice President and General Counsel of Black Knight and its predecessors since January 2014 and as Corporate Secretary of Black Knight from January 2014 until May 2018. We are sponsored by an affiliate of Trasimene Capital. Through our affiliation with Trasimene Capital, we intend to capitalize on the ability of the platform of Trasimene Capital in the financial technology sector. Given Trasimene Capital s global reach and experience, we believe our team has the required investment, operational, diligence and capital raising expertise to effect a business combination with an attractive target and to position it for a long-term success in the public markets. In March 2020, Mr. Foley founded Foley Trasimene I, a blank check company formed for substantially similar purposes as our company. Foley Trasimene I completed its initial public offering in May 2020, in which it sold 103,500,000 units, each consisting of one share of Foley Trasimene I common stock and one-third of one warrant to purchase one share of Foley Trasimene I common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $1,035,000,000. Foley Trasimene I has not yet announced or completed its initial business combination. Mr. Massey, our Chief Executive Officer and director nominee, serves as the Chief Executive Officer and as a director of Foley Trasimene I. Mr. Coy, our Chief Financial TABLE OF CONTENTS Officer, serves as the Chief Financial Officer of Foley Trasimene I. Mr. Ducommun, our Executive Vice President of Corporate Finance, serves as an Executive Vice President of Corporate Finance of Foley Trasimene I. Michael L. Gravelle, our General Counsel and Corporate Secretary, serves as General Counsel and Corporate Secretary of Foley Trasimene I. In February 2020, Mr. Foley together with Frank Martire, Jr. founded Trebia Acquisition Corp. ( Trebia ), a blank check company formed for substantially similar purposes as our company and Foley Trasimene I. Trebia completed its initial public offering in June 2020, in which it sold 51,750,000 units, each consisting of one share of Trebia common stock and one-third of one warrant to purchase one share of Trebia common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $517,500,000. Trebia has not yet announced or completed its initial business combination. Cannae Holdings is a diversified holding company which is externally managed by Trasimene Capital but is not an affiliate of us or our sponsor. Cannae Holdings has entered into a forward purchase agreement with us which provides for the purchase by Cannae Holdings of our Class A common stock in an aggregate share amount equal to 15,000,000 shares of our Class A common stock, plus an aggregate of 5,000,000 redeemable warrants to purchase one share of our Class A common stock at $11.50 per share, for an aggregate purchase price of $150,000,000, or $10.00 for one share of our Class A common stock and one-third of one warrant, in a private placement to occur concurrently with the closing of our initial business combination. The warrants to be sold as part of the forward purchase agreement will be identical to the warrants sold as part of the units in this offering. We believe our ability to complete an initial business combination will be enhanced by our having entered into the forward purchase agreement with Cannae Holdings. The proceeds from the sale of forward purchase securities may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. These purchases will be made regardless of whether any shares of our Class A common stock are redeemed by our public stockholders and are intended to provide us with a minimum funding level for our initial business combination. In connection with the forward purchase shares sold to Cannae Holdings, we expect that our sponsor will receive (by way of an adjustment to their existing shares of our Class B common stock) an aggregate number of additional shares of our Class B common stock so that the sponsor, in the aggregate, on an as-converted basis, will hold 20% of our Class A common stock at the time of the closing of the initial business combination. We currently expect that an affiliate of Cannae Holdings will have an approximately 15% limited partnership interest in Trasimene Capital FT, LP II. As a result, Cannae Holdings is expected to have an indirect economic interest in approximately 15% of the founder shares and private placement warrants owned by Trasimene Capital FT, LP II. We believe our ability to complete an initial business combination will be enhanced by our relationship with Cannae Holdings. William P. Foley, II is the Chairman of Cannae Holdings, and Cannae Holdings is managed by Trasimene Capital. Cannae Holdings is a diversified holding company with investments in restaurants, technology-enabled healthcare services, financial services and more. Our business strategy is well aligned with Cannae Holdings primary objective of maximizing stockholder value. Business Strategy Foley Trasimene Acquisition Corp. II intends to employ a fundamental, value-oriented acquisition framework that seeks a target with utility-like features, a defensible market position, reliable cash flows and low overall economic cycle risk. Our business strategy is to identify and complete our initial business combination, with a company that complements the experience of our founder and can benefit from his operational expertise. Our selection process will leverage our founder s broad and deep relationship network, unique industry experiences and proven deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through our founder s extensive experience and demonstrated success in both investing in and operating businesses across a variety of industries, developing a distinctive combination of capabilities including: a track record of building industry-leading companies and proven ability to deliver stockholder value over an extended time period with above-market-average investment returns that are multiples greater than comparable benchmarks and peers; TABLE OF CONTENTS a prolific acquisition history, having completed hundreds transactions that have in sum contributed to such companies financial results and strategic position. This acquisition history has been executed using established proprietary deal sourcing and differentiated transaction execution/structuring capabilities; experience deploying a unique and broad value creation toolkit including identifying value enhancements, recruiting world-class talent and delivering elite operating efficiency by exceeding synergy targets in transactions across multiple industries; and an extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership. Upon completion of this offering, Mr. Foley will communicate with his networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. Acquisition Criteria Our acquisition strategy will leverage Mr. Foley s network of proprietary deal sources where we believe a combination of a proactive outreach and receptivity to inbound ideas will provide us with a number of business combination opportunities. Additionally, we expect that relationships cultivated from years of transaction experience and management teams of public and private companies, investment bankers and other business associates will provide potential opportunities for Foley Trasimene Acquisition Corp. II. Consistent with our strategy, we have identified the following general criteria and guidelines which we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that we believe: have the opportunity to become an industry utility with a defensible market position that can benefit from Mr. Foley s leadership and guidance; are at a critical strategic inflection point, such as requiring additional management expertise or access to capital to launch a new phase of growth or corporate/business model evolution; exhibit unrecognized value or other characteristics that Mr. Foley can optimize over the long-run to produce outsized investor returns; exhibit desirable returns on capital and a need for capital to achieve the company s growth strategy, which we believe have been misevaluated by the marketplace based on our analysis and due diligence review; will offer an attractive risk-adjusted return for our stockholders, similar to Mr. Foley s historical achievements, having realized large investment successes with minimal failures of meaningful size; and have been materially impacted by possible current market dislocations but are fundamentally sound businesses whose products and/or services are necessary to the continuing function of a core economic industry or service. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our Founder, Our Board of Directors and Management William P. Foley, II, will serve as the Chairman of our board of directors. TABLE OF CONTENTS With respect to the foregoing examples, past performance of Trasimene Capital and by our management team, including with respect to Foley Trasimene I and Trebia, is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical record of Trasimene Capital s or our management s or Foley Trasimene I s or Trebia s performance as indicative of our future performance. With respect to the above, past performance of our founder, management team, Trasimene Capital and their respective affiliates, including with respect to Foley Trasimene I and Trebia, is not a guarantee either of (i) success with respect to a business combination that may be completed or (ii) the ability to successfully identify a suitable candidate for our initial business combination. You should not rely on the historical record of our founder s, management s, Trasimene Capital s, Foley Trasimene s or Trebia s, or their respective affiliates as indicative of our future performance. See Risk Factors Past performance by Trasimene Capital or its respective affiliates (including the founder and our management team), including the businesses referred to herein, may not be indicative of future performance of an investment in us or in the future performance of any business that we may acquire. For a list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. Certain of our founder, officers and directors may have fiduciary and contractual obligations to Trasimene Capital and to certain companies in which that company has invested. As a result, certain of our officers and directors may have a duty to offer acquisition opportunities to companies that they are officers or directors of and certain Trasimene Capital investment vehicles and/or portfolio companies, as applicable, before Foley Trasimene Acquisition Corp. II can pursue such opportunities. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. In particular, an affiliate of our sponsor is currently sponsoring two other blank check companies, Foley Trasimene I and Trebia. Foley Trasimene I and Trebia may seek to complete a business combination in any location and is focusing on business combinations in the financial technology industry. Further, Mr. Foley, our Chairman, serves as a director of Foley Trasimene I and Trebia, Mr. Massey, our Chief Executive Officer and director nominee, serves as the Chief Executive Officer and as a director of Foley Trasimene I, Mr. Coy, our Chief Financial Officer, serves as the Chief Financial Officer of Foley Trasimene I, Mr. Ducommun, our Executive Vice President of Corporate Finance, serves as an Executive Vice President of Corporate Finance of Foley Trasimene I and Mr. Gravelle, our General Counsel and Corporate Secretary, serves as General Counsel and Corporate Secretary of Foley Trasimene I. Any such companies, including Foley Trasimene I and Trebia, may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts with Foley Trasimene I would materially affect our ability to complete our initial business combination, because while we expect that Foley Trasimene I will have priority over us with respect to acquisition opportunities until it completes its initial business combination, our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, and we are not limited by industry or geography in terms of the acquisition opportunities we can pursue. In addition, we do not believe that any potential conflicts with Trebia would materially affect our ability to complete our initial business combination, because Trebia has a different Chief Executive Officer and Chief Financial Officer than Foley Trasimene Acquisition Corp. II. Further, given the different offering size, Foley Trasimene Acquisition Corp. II is expected to pursue larger acquisition targets that are not suitable for a business combination for Trebia. However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination. We believe this conflict of interest will be naturally mitigated, to some extent, by the differing nature of the acquisition targets that Trasimene Capital typically considers most attractive for its investment vehicles and the types of acquisitions we expect Foley Trasimene Acquisition Corp. II to find most attractive. As a result of due diligence from the broader platform, we may become aware of a TABLE OF CONTENTS potential transaction that is not a fit for the traditional investing activities of Trasimene Capital but that is an attractive opportunity for Foley Trasimene Acquisition Corp. II In addition to the above, our founder, officers and directors are not required to commit any specific amount of time to our affairs, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any member of our management team will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process. Accordingly, our founder, officers and directors may have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We believe our directors and management team s operating and transaction experience and relationships with companies will provide us with a substantial number of potential business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, our management team s relationships with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. See the section of this prospectus entitled Management for a more complete description of our management team s experience. Initial Business Combination In accordance with the rules of the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority ( FINRA ) or an independent valuation or appraisal firm with respect to satisfaction of such criteria. Our stockholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses TABLE OF CONTENTS and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001818674_sybleu-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001818674_sybleu-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2f83343ccc0eec92431c340f1546e99cd28b8717
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001818674_sybleu-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this prospectus. Because it is a summary, it may not contain all of the information that is important to you. Before investing in our common stock, you should read this entire prospectus carefully, especially the sections entitled "Risk Factors" beginning on page 11 and "Management s Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 48 , as well our financial statements and related notes included elsewhere in this prospectus. In this prospectus, the terms "SYBLEU INC." "SYBLEU" "Company," "we," "us" and "our" refer to SYBLEU INC. In this prospectus, the terms "Cell Source Research, Inc." and "CSR" refer to Cell Source Research, Inc. About Us We were incorporated June 12, 2020 under the laws of the State of Wyoming. We are a majority-owned subsidiary of Cell Source Research, Inc., a Delaware corporation. We currently have 9,418,000 shares of our common stock outstanding of which: (a)9,353,000 common shares are owned by Cell Source Research, Inc. (b)40,000 common shares are owned by Dr. Stephen Hake, a member of our Scientific Advisory Board. (c)25,000 common shares are owned by Dr. Jason Garber, a member of our Scientific Advisory Board. Subsequent to this distribution Cell Source Research, Inc., Dr. Stephen Hake and Dr. Jason Garber shall remain shareholders of the Company. Subsequent to this distribution Cell Source Research, Inc. (which is controlled by our Chairman of the Board and Chief Executive Officer David Koos) will own 881 of our common shares, Dr. Stephen Hake will own 40,000 of our common shares and Dr. Jason Garber will own 25,000 of our common shares. Cell Source Research, Inc. intends to explore business opportunities unrelated to the field of biotechnology and has determined it would be in the best interests of both Cell Source Research, Inc. as well as SYBLEU to effect this distribution in order to allow potential funding sources to focus separately on each business. We anticipate applying for trading of our common stock on the Pink Market operated by OTC Markets Group , however, we can provide no assurance that our shares will be quoted and traded or that a public market will materialize. This distribution is not conditioned upon our common stock becoming quoted and trading. If circumstances allow, we intend to engage primarily in the development of regenerative medical applications up to the point of successful completion of Phase I and or Phase II clinical trials after which the Company would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials. The primary factor to be considered by us in arriving at a decision to advance an application further to Phase III clinical trials would be a greater than anticipated indication of efficacy seen in Phase I trials. The Company has no experience developing or commercializing pharmaceutical or biologic products. Management of the Company has extremely limited experience in the development of pharmaceutical and biological products. David Koos, the Company s Chairman and Chief Executive Officer, served as Chairman and Chief Executive Officer of Regen BioPharma, Inc., a biotechnology company, from inception ( April 24,2012) to January 22. 2020. Regen BioPharma, Inc. conducted preclinical studies on various human therapies in development. David Koos also served as Chairman and Chief Executive Officer of Zander Therapeutics, Inc. from inception (June 18, 2015) to January 22, 2020. Zander Therapeutics, Inc. was engaged in preclinical studies of veterinary therapies in development. As of July 21, 2020 we have not licensed, developed or commercialized any existing therapies and there can be no assurance that we will be successful in any such efforts. On July 14,2020 we were assigned all right, title, and interest to intellectual property related to methods, devices, and techniques useful for enhancing function of a cellular graft through photoceutical manipulation. These rights were assigned to us by the Company s Chief Executive Officer and Entest BioMedical, Inc., a California corporation controlled by the Company s Chief Executive Officer. The aforementioned assignment constituted a contribution of intellectual property to the Company. There is no termination date of the assignment. No term or condition of the assignment would cause ownership of the intellectual property rights to revert back to David Koos and Entest BioMedical, Inc. No payment of any sort is required by to be made the Company to either David Koos or Entest BioMedical, Inc. pursuant to the assignment. The Company is not required to meet any particular benchmark or pay a royalty of any sort pursuant to this assignment. This intellectual property forms the basis of the Company s first medical applications under development ("Cell Transplant IP"). The Cell Transplant IP are methods, devices, and techniques useful for enhancing function of a cellular graft through photoceutical (the use of light therapeutics) manipulation. The Cell Transplant IP encompasses the following: (a) Methods of increasing efficacy of a cell for use in transplantation by pretreatment of said cell prior to transplantation with a laser irradiation (b) Methods of augmenting efficacy of a cellular graft subsequent to transplantation by treating the area in which said graft will be transplanted with laser irradiation (c) Methods of decreasing neutropenic (Neutropenia is a condition that results when the body does not have enough neutrophils, an important white blood cell that fights infections) time in a patient subsequent to a hematopoietic cell transplantation consisting of: i) extraction of a hematopoietic ( blood cell forming) stem cell source; ii) administration of low level laser irradiation to said hematopoietic stem cell source at a sufficient energy and wavelength to increase hematopoietic reconstitution activity of said hematopoietic stem cell source; iii) administration of treated cells; and/or iv) providing low level laser irradiation to long bones of said patient at a sufficient energy and wavelength to increase hematopoietic stem cell engraftment. (d) Methods of treating a cytopenia (low blood cell count) consisting of : i) extraction of a hematopoietic stem cell source; ii) administration of low level laser irradiation to said hematopoietic stem cell source at a sufficient energy and wavelength to increase hematopoietic reconstitution activity of said hematopoietic stem cell source; iii) administration of treated cells; and/or iv) providing low level laser irradiation to long bones of said patient at a sufficient energy and wavelength to increase hematopoietic stem cell engraftment. On July 14, 2020 the Company filed a provisional patent application with the United States Patent and Trademark Office in order to seek patent protection for the Cell Transplant IP. Under United States patent law, a provisional application is a legal document filed with the United States Patent and Trademark Office that establishes an early filing date but does not mature into an issued patent unless the applicant files a nonprovisional patent application within one year. It is the intent of the Company to file a nonprovisional patent application within one year of the original provisional patent application in order to claim the priority date of the previously filed provisional patent application. The type of patent (composition of matter, use or process) to be sought has yet to be decided by the Company and shall be decided based on results of preclinical studies as well as consultation with a patent attorney. We believe there will be a use or process nonprovisional patent application filed and potentially a composition of matter patent application, depending on our preclinical studies which have yet to commence. We anticipate owning any patent which may be issued. We have not yet identified any product candidates using the Cell Transplant IP or initiated any pre-clinical trials for any product candidates. As the Cell Transplant IP utilizes human cells, the Company anticipates that any product candidate which may be developed utilizing the Cell Transplant IP will be considered a biological product. In the United States, the United States Food and Drug Administration (" FDA") regulates biologics and requires new product approvals or clearances to assure safety and effectiveness of these products. For products that are regulated as biologics, the FDA requires: (i) nonclinical animal testing to establish a safety profile and/or a starting dose for initiation of clinical trials in humans; (ii) submission to the FDA of an Investigational New Drug application, which must become effective prior to the initiation of human clinical trials; (iii) adequate and well-controlled clinical trials to demonstrate the safety, purity and potency, or effectiveness, of the product for its intended use; (iv) submission to the FDA of a Biologics License Application ("BLA"); and (v) review and approval of the BLA as well as pre-approval inspections of the manufacturing facility by the FDA. For purposes of BLA approval, human clinical trials are typically conducted in three sequential phases: Phase 1—The biological product is initially tested for safety and tolerability. In the case of biological products and those for severe or life-threatening diseases, the initial human testing is generally conducted in patients. These trials may also provide early evidence on effectiveness. Phase 2—These trials are conducted in a limited number of subjects in the target population to determine a safe and effective dosage to evaluate in Phase 3 and to identify possibly related adverse effects and safety risks. Multiple Phase 2 clinical trials may be conducted by the sponsor to obtain information prior to beginning larger and more expensive Phase 3 clinical trials. Phase 3—Phase 3 trials are undertaken to provide evidence of clinical efficacy and to further evaluate dosage, potency, and safety in an expanded patient population at multiple clinical trial sites. Phase 3 studies are performed after preliminary evidence suggesting effectiveness of the product has been obtained, and are intended to establish the overall benefit-risk relationship of the investigational product, and to provide an adequate basis for product approval and labeling. The Company s current intent with regard to the Cell Transplant IP is to advance the FDA approval process up to the point of successful completion of Phase I clinical trials after which the Company would either attempt to sell or license the Cell Transplant IP. We have not yet identified any product candidates using the Cell Transplant IP or initiated any pre-clinical trials for any product candidates. No assurance can be given that we will be granted the necessary consent by the FDA to commence a Phase I clinical trial or that we shall able to complete a successful Phase I clinical trial. The Company has no experience developing or commercializing pharmaceutical or biologic products. Management of the Company has extremely limited experience in the development of pharmaceutical and biological products. David Koos, the Company s Chairman and Chief Executive Officer, served as Chairman and Chief Executive Officer of Regen BioPharma, Inc., a biotechnology company, from inception (April 24,2012) to January 22, 2020. Regen BioPharma, Inc. conducted preclinical studies on various human therapies in development. On December 10 2015 Regen BioPharma, Inc. was informed by the FDA that Regen may initiate a Phase I clinical trial assessing HemaXellerate (a therapy under development by Regen at that time) in patients with drug-refractory aplastic anemia The Phase I clinical trial, which never commenced, was intended to determine safety and potential efficacy with the primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined by patients having complete response, partial response or relapse. David Koos also served as Chairman and Chief Executive Officer of Zander Therapeutics, Inc. from inception ( June 18, 2015) to January 22, 2020. Zander Therapeutics, Inc. was engaged in preclinical studies of veterinary therapies in development. The Company estimates that it will require at least one year and $500,000 or more to complete preclinical studies, obtain patent protection from the United States Patent and Trademark Office, obtain FDA approval to initiate a Phase 1 clinical trial, and to complete a clinical trial. These estimates are derived from management s prior experience and may be subject to revision based on a multitude of factors including, but not limited to, time required to retain a Contract Research Organization, preclinical experimentation results, and availability of capital. There can be no assurances that any of management s estimates will prove to be accurate and the Company may expend significant additional amounts to complete the studies, successfully secure patent protection and otherwise secure FDA approval of if the Company is successful in all of these efforts, that it can do so at a cost and in a time frame that is reasonable in light of its current projections. As of June 30, 2020 we had $5,050 cash on hand and current liabilities of $11,329. From inception to June 30, 2020 the Company has met its cash needs by borrowing from related parties including the Company s Chief Executive Officer and a corporation controlled by the Company s Chief Executive Officer. In the absence of third party capital funding, the Company intends to rely significantly upon loans from related parties to meet our cash requirements over the next twelve months therefore we have concluded that we will be able to satisfy our cash requirements over the next twelve month. However, we have not entered into written agreements guaranteeing funds and, therefore, no one, including any related party, is obligated to provide funds to us in the future. Although we currently anticipate that we will be able to meet our current projected cash requirements over the next twelve months, we may be required to seek additional financing in the future. We have not had any discussions with any persons who may be able to provide any additional capital and we do not currently anticipate retaining any FINRA-registered broker dealer to assist us in raising any additional capital. As a result, we may not be successful in raising additional capital or if we are successful, our stockholders may incur substantial and immediate dilution and in the event of any debt financing and other debt obligations that we may incur, the interests of our stockholders will be subordinate to the claims of our existing and future creditors. As currently planned and if circumstances allow, we plan to raise additional funds by obtaining governmental and nongovernmental grants as well as offering securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offering. Management can give no assurance that any governmental or nongovernmental grant will be obtained by the Company despite the Company s best efforts. The foregoing statements that are not historical facts, including statements about SYBLEU s plans, beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates and projections at the time SYBLEU made the original statement, and you should not place undue reliance on them as these plans, estimates and projections may be subject to change. Forward-looking statements involve inherent risks and uncertainties and SYBLEU cautions you that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001818873_social_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001818873_social_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..446f2c3d2bb3a15084939b19d7583f103e2f765c
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001818873_social_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Our Partnership Social Capital Hedosophia Holdings is a partnership between Chamath Palihapitiya, the founder and current Managing Partner of Social Capital, and Ian Osborne, a co-founder and the current CEO of Hedosophia. Social Capital Hedosophia Holdings unites technologists, entrepreneurs and technology-oriented investors around a shared vision of identifying and investing in innovative and agile technology companies. We believe that our management team s relationships with leading technology company founders, executives of private and public companies, venture capitalists and growth equity fund managers, in addition to the extensive industry and geographical reach of Social Capital and Hedosophia s networks, will give us a competitive advantage in pursuing a broad range of opportunities. Our management team believes that its ability to identify and implement value creation initiatives will remain central to its differentiated acquisition strategy. Social Capital Social Capital is a Silicon Valley based technology holding company whose mission is to advance humanity by solving the world s hardest problems. It was founded by Chamath Palihapitiya in 2011 to invest capital across the company lifecycle, from early stage startups to transformational public companies. The platform is oriented toward long term ownership and has a strong investment track record and experience driving dramatic growth. Social Capital focuses on investing in fast growing companies creating significant disruption in multiple industries including healthcare, education, financial services, artificial intelligence and social media. Drawing on the experience of Mr. Palihapitiya, the firm has created a growth platform that uses data science to identify investment opportunities, drive growth and improve portfolio company operational performance. Social Capital has been an early and active investor in companies that have demonstrated strong value creation in the public markets, such as Slack Technologies ( Slack ), a company that completed its direct listing in June 2019 and had a market capitalization of approximately $16.1 billion as of October 5, 2020 and Box Inc. ( Box ), a company that completed its initial public offering in January 2015 and that had a market capitalization of approximately $2.7 billion as of October 5, 2020. Social Capital was also an early investor in Yammer, Inc. ( Yammer ), a company purchased by Microsoft Corporation for $1.2 billion in 2012. Other investments with strong private market value creation includes include SurveyMonkey Inc. ( SurveyMonkey ), Intercom, Inc. ( Intercom ), Netskope, Inc. ( Netskope ) and Wealthfront, Inc. ( Wealthfront ). Not all of the companies in which Social Capital has invested have achieved the same level of value creation. Hedosophia Hedosophia, an investment firm founded in 2012, has deployed more than $1.5 billion of capital across its investment platforms as of June 30, 2020, and has offices in London, Los Angeles and Beijing. Hedosophia has a broad remit to invest globally, but has a particular focus on growth investments in Internet and technology companies in the United States, China and Europe. Hedosophia provides targeted advice and guidance to portfolio companies, specifically on international expansion, market entry, strategic partnerships and joint ventures and government and regulatory matters. Hedosophia also benefits from the network that its Co-founder and Chief Executive Officer, Ian Osborne, has established, including by virtue of the financial advisory firm, Connaught, which he founded in 2014. Our Founders Our management team is led by Chamath Palihapitiya, Chairman of our board of directors and our Chief Executive Officer, and Ian Osborne, our President and one of our directors. TABLE OF CONTENTS If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and a fraction of one redeemable warrant (2) 115,000,000 $ 10.00 $ 1,150,000,000 $ 149,270 Class A ordinary shares included as part of the units(3) 115,000,000 (5) Redeemable warrants included as part of the units(3) 28,750,000 (5) Total $ 1,150,000,000 $ 149,270(6) (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 15,000,000 units, which may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any. (3) Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions. (4) Maximum number of Class A ordinary shares and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriter. (5) No fee pursuant to Rule 457(g) under the Securities Act. (6) The filing fee has been previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS Prior to founding Social Capital, Mr. Palihapitiya served as Vice President of User Growth at Facebook, and is recognized as having been a major force in its launch and growth. Mr. Palihapitiya was responsible for overseeing Monetization Products and Facebook Platform, both of which were key factors driving the increase in Facebook s user base to more than 750 million individuals worldwide. Prior to working for Facebook, Mr. Palihapitiya was a principal at the Mayfield Fund, one of the United States oldest venture firms, before which he headed the instant messaging division at AOL. Mr. Palihapitiya is regarded as a top technology sector venture capitalist and visionary because of his track record of identifying promising opportunities and nurturing their growth to become established players. He graduated from the University of Waterloo, Canada with a degree in electrical engineering. Mr. Osborne is the co-founder and CEO of Hedosophia, an investment firm, and founder of Connaught, a financial advisory firm. Mr. Osborne has advised leading Internet and technology companies, their founders and CEOs, since 2009. From 2010 to 2012, Mr. Osborne was a partner at DST Global, a family of funds focused on investing in Internet companies, with notable successes including Alibaba, Airbnb, Facebook, Spotify and Twitter. Mr. Osborne was educated at King s College London and the London School of Economics. In May 2017, Mr. Palihapitiya and Mr. Osborne founded Social Capital Hedosophia Holdings Corp. ( IPOA ), a blank check company incorporated for the purposes of effecting a business combination. Mr. Palihapitiya served as the Chief Executive Officer and Chairman of the board of directors and Mr. Osborne served as President and as a director of IPOA. IPOA completed its initial public offering in September 2017, in which it sold 69,000,000 units, each consisting of one IPOA Class A ordinary share and one-third of one warrant for one IPOA Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $690,000,000. In October 2019, IPOA consummated a merger with Virgin Galactic. Virgin Galactic is a vertically-integrated aerospace company pioneering human spaceflight for private individuals and researchers. It believes the commercial exploration of space represents one of the most exciting and significant technology initiatives of our time. It is embarking on this commercial exploration journey with a mission to put humans into space and return them safely to Earth on a routine, consistent and affordable basis. Using its proprietary and reusable technologies, and supported by a distinctive, Virgin-branded customer experience, it is developing a spaceflight system designed to offer customers a unique, multi-day experience culminating in a spaceflight that includes several minutes of weightlessness and views of Earth from space. It is in the final stages of development, having already completed two crewed flights of its vehicle into space, and anticipates initial commercial launch in 2020. Virgin Galactic s common stock currently trade on NYSE under the symbol SPCE . The closing price of Virgin Galactic s common stock on October 5, 2020 was $21.01 per share. Including the warrants underlying the units (assuming such warrants were exercised on a cashless basis for 0.5073 shares prior to such warrants being redeemed for $0.01 per warrant), the return to investors who purchased units in IPOA s initial public offering was 145.6% through October 5,2020. In October 2019, Mr. Palihapitiya and Mr. Osborne founded Social Capital Hedosophia Holdings Corp. II ( IPOB ) and Social Capital Hedosophia Holdings Corp. III ( IPOC ), each a blank check company incorporated for the purposes of effecting a business combination. IPOB completed its initial public offering in April 2020, in which it sold 41,400,000 units, each unit consisting of one IPOB Class A ordinary share and one-third of one redeemable warrant for one IPOB Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $414,000,000. IPOB s units, Class A ordinary shares and warrants currently trade on NYSE under the symbols IPOB.U, IPOB and IPOB WS, respectively. IPOC completed its initial public offering in April 2020, in which it sold 82,800,000 units, each unit consisting of one IPOC Class A ordinary share and one-third of one redeemable warrant for one IPOC Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $828,000,000. IPOC s units, Class A ordinary shares and warrants currently trade on NYSE under the symbols IPOC.U, IPOC and IPOC WS, respectively. Mr. Palihapitiya is the Chief Executive Officer and Chairman of the Board of Directors of IPOB and IPOC, Mr. Osborne is the President and a director of IPOB and IPOC, and each of our other officers is an officer of IPOB and IPOC, and each of the foregoing owe fiduciary duties under Cayman Islands law to IPOB and IPOC. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 6, 2020 PRELIMINARY PROSPECTUS $1,000,000,000 Social Capital Hedosophia Holdings Corp. VI 100,000,000 Units Social Capital Hedosophia Holdings Corp. VI is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any industry or geographic location (subject to certain limitations described in this prospectus), we intend to focus our search for a target business operating in the technology industries. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have also granted the underwriter a 45-day option to purchase up to an additional 15,000,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we have not completed our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law and as further described herein. Our sponsor, SCH Sponsor VI LLC, a Cayman Islands limited liability company (which we refer to as our sponsor throughout this prospectus), has committed to purchase an aggregate of 11,000,000 warrants (or 12,500,000 warrants if the underwriter s over-allotment option is exercised in full) at a price of $2.00 per warrant ($22,000,000 in the aggregate or $25,000,000 in the aggregate if the underwriter s over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each private placement warrant entitles the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as provided herein. Our initial shareholders currently hold 28,750,000 Class B ordinary shares (which we refer to as founder shares as further described herein), up to 3,750,000 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all Class A ordinary shares issued and outstanding upon the completion of this offering, plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination. Prior to our initial business combination, holders of the Class B ordinary shares will have the right to appoint all of our directors and may remove members of the board of directors for any reason. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Prior to this offering, there has been no public market for our units, Class A ordinary shares or warrants. We intend to apply to list our units on the New York Stock Exchange (the NYSE ) under the symbol IPOF.U on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. The Class A ordinary shares and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ) containing an audited balance sheet of the company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities constituting the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on the NYSE under the symbols IPOF and IPOF WS, respectively. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See Risk Factors beginning on page 31. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, Before Expenses, to Us Per Unit $ 10 $ 0.55 $ 9.45 Total $ 1,000,000,000 $ 55,000,000 $ 945,000,000 (1) Includes $0.35 per unit, or $35,000,000 (or up to $40,250,000 if the underwriter s over-allotment option is exercised in full) in the aggregate, payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. Does not include certain fees and expenses payable to the underwriter in connection with this offering. See also Underwriting for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $1,000 million or $1,150 million if the underwriter s over-allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Connaught is acting as our financial advisor in connection with this offering. The underwriter is offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2020. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities. Sole Book-Running Manager Credit Suisse The date of this prospectus is , 2020. TABLE OF CONTENTS IPOB has not yet consummated its business combination. However, on September 15, 2020, IPOB announced that it had entered into a definitive agreement with Opendoor Labs Inc. ( Opendoor ). The transaction is subject to approval of IPOB's shareholders and other customary closing conditions. IPOC has not yet consummated its business combination. However, on October 6, 2020, IPOC announced that it had entered into a definitive agreement with Clover Health Investments, Corp. ( Clover Health ). The transaction is subject to approval of IPOC s shareholders and other customary closing conditions. Mr. Palihapitiya and Mr. Osborne have also recently incorporated Social Capital Hedosophia Holdings Corp. IV ( IPOD ) and Social Capital Hedosophia Holdings Corp. V ( IPOE ), each a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting its own initial business combination. Mr. Palihapitiya is the Chief Executive Officer and Chairman of the Board of Directors of IPOD and IPOE, Mr. Osborne is the President and a director of IPOD and IPOE, and each of our other officers is an officer of IPOD and IPOE and owe fiduciary duties under Cayman Islands law to IPOD and IPOE. Our management team also includes Steven Trieu, our Chief Financial Officer, and Simon Williams, our General Counsel and Secretary, and Richard Costolo, our director nominee. Mr. Trieu is a Partner and the Chief Financial Officer at Social Capital with more than twelve years of experience working in finance and operations at large technology companies including Quora, Inc. ( Quora ), Facebook, Inc. ( Facebook ) and Yahoo!, Inc. ( Yahoo ). Mr. Williams is an English-qualified solicitor with more than thirteen years of experience working in international law firms and investment businesses. State of the Private Technology Company Landscape Private technology companies are fundamentally changing the world at an unprecedented pace by establishing new markets, creating new experiences and disrupting legacy industries. Key technological advances and practices, such as cloud computing, data analytics and intelligence platforms, open source software development, developer-focused software tools, and software-defined networking, storage and computing, are allowing technology companies to rapidly affect change in every major sector of the global economy. Agile private technology companies have embraced these advances and practices to create business models and address market needs that will enable them to reach significant financial scale and create shareholder value. Over the last several years and in connection with a declining investable universe of public equities, private technology company valuations have increased reflecting investor interest in gaining exposure to the fundamental economic shifts and new business models that these companies are enabling. As of July 2020, we estimate there were approximately 170 private U.S. technology companies with a valuation, as of the last round of financing, in excess of $1.0 billion, commonly referred to as unicorns. In comparison, as of July 2020, there were approximately 320 public U.S. technology companies with a market valuation in excess of $1.0 billion. The Current Technology IPO Paradigm Despite playing major roles in the global economy and achieving significant financial scale, there has been a range of factors over the last several years that have led many technology companies, to remain private. U.S. technology IPOs have decreased from an average of approximately 45 IPOs per year from 2010 to 2014 to approximately 35 IPOs per year from 2015 to 2019. Vast capital availability in the private markets, first from traditional venture capital, and now from multiple types of investors, including hedge funds, mutual funds, sovereign wealth funds and corporates, has enabled companies to stay private longer. Historically, the decision to access public markets through an IPO has tended to be driven by a desire for growth capital and a venue for efficient pre-IPO shareholder liquidity; however, it is now a strategic business decision as the evolution in private markets now allows for sufficient access to growth capital. Furthermore, the private market has matured to establish well-developed secondary markets that are capable of providing liquidity to founders, employees and investors. TABLE OF CONTENTS The traditional technology company IPO process, which has been largely unchanged for decades, has also acted as a driving force to deter private company management teams and their pre-IPO stakeholders from pursuing IPOs. We believe management distraction, a sub-optimal price discovery mechanism and the resultant longer-term aftermarket impact have discouraged private technology companies from pursuing IPOs. This tends to be true even for businesses that are otherwise operationally ready and of appropriate size to access the public markets. Management distraction: Preparation for and execution of an IPO requires management teams to devote considerable time and attention to the lengthy IPO process, including document drafting, underwriter selection and extensive investor engagement. This significant commitment can potentially distract management teams from focusing on the company s product and growth strategies, a particularly challenging dynamic for high-growth technology company executives. Price discovery and shareholder base development: The process for technology IPO demand generation often produces IPO order books that are significantly oversubscribed, but lacks an effective price discovery mechanism and encourages participation from many investors that are focused on short-term performance. Furthermore, limited price discovery and short-term focused investors can create a misalignment of incentives during the IPO share allocation process between technology companies and their underwriters. The average first day trading performance for U.S. technology IPOs from 1998 to 2019 stands at over +26% as compared with U.S. non-technology IPOs at +12% over the same time period. In 2019, the percentage differential in first day post-IPO performance between U.S. technology and non-U.S. technology IPOs was +190%, or +28% versus +15%, respectively. In 2018, the same percentage differential was +156%, or +26% versus +17%, respectively. The current technology IPO book-build process fails to deliver the requisite information to technology company management teams, pre-IPO stakeholders and underwriters to make informed judgements regarding IPO pricing and allocation decisions and alternatives. Longer-term impacts: A technology IPO book build that is characterized by ineffective price discovery and initial public shareholder base development can lead to material longer-term negative impacts for companies completing an IPO, such as shareholder base turnover and increased share price volatility. These dynamics have far reaching effects on newly public companies and can impair a management team s ability to focus on long-term value creation. Nevertheless, we believe companies, at a certain stage in their development, will see material benefits from being publicly-traded, including increasing brand and company awareness, developing a more liquid acquisition currency and diversifying funding sources and access to capital. An acquisition by a blank check company with a management team that is well-known to, and respected by, technology company founders, their current third-party investors and their management teams, we believe, can provide a more transparent and efficient mechanism to bring a private technology company to the public markets. We intend to focus our target sourcing efforts on assessing companies that we believe would benefit significantly from being publicly-traded. Further, we believe that we are providing an interesting alternative investment opportunity that capitalizes on key trends impacting the capital markets for technology companies. Our Mission We believe the future success of the capital markets for technology companies is dependent on new company formation, the sustainability of robust private market funding and an increased willingness of private technology companies to become publicly-traded and therefore become available to a broader universe of investors who can benefit from their disruption and growth. Our mission is to create an alternative path to a traditional IPO for disruptive and agile technology companies to achieve their long-term objectives and overcome key deterrents to becoming public. By leveraging our extensive operational experience and network, we believe we can provide a number of significant benefits to potential targets and public market investors that can potentially lead to attractive long-term risk-adjusted returns in the public markets. These benefits include, but are not limited to, the following: Operational excellence: Our management team has significant hands-on experience helping technology companies optimize their existing and new growth initiatives by exploiting insights from TABLE OF CONTENTS rich data assets that already exist within most technology companies. Further, we intend to share best practices and key learnings, gathered from Social Capital s and Hedosophia s operating and investment experience, as well as strong relationships in the technology sector, to help shape corporate strategies in an increasingly complex technology ecosystem. Broad, global reach: Having operated and invested in leading global technology companies across their corporate life cycles, our management team has developed deep relationships with key large multi-national organizations and investors. These relationships and know-how present a significant opportunity to help drive strategic dialogue, access new customer relationships and achieve global ambitions. Efficiency: We believe that a more streamlined and transparent path to the public market will encourage private companies, in the technology industry in particular, to go public while allowing them to remain operationally focused on long-term value creation. As a result, public market investors can gain more near-term, direct investment exposure to long-term technology themes. Our Acquisition and Value Creation Strategy We intend to leverage what we believe is a competitive advantage in sourcing potential targets that will materially benefit from our unique expertise and where we are best situated to augment the value of the business following the completion of the initial business combination. We believe our management team is well positioned to identify unique opportunities across the technology private company landscape. Our selection process will leverage our relationships with leading technology company founders, executives of private and public companies, venture capitalists and growth equity funds, in addition to the extensive industry and geographical reach of Social Capital and Hedosophia s platforms, which we believe should provide us with a key competitive advantage in sourcing potential business combination targets. Given our profile and thematic approach, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, in particular founders of, and investors in, other private and public technology companies in our networks. We also believe that Social Capital and Hedosophia s reputation, experience and track record of making investments in the technology industry will make us a preferred partner for these potential targets. Consistent with our strategy, we have identified the following general criteria and guidelines to evaluate prospective target businesses. We may however, decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire one or more businesses that we believe: are in the technology industry and can benefit from the extensive networks and insights we have built. In addition, we expect to evaluate targets in related industries that can use technology to drive meaningful operational improvements and efficiency gains, or enhance their strategic positions by using technology solutions to differentiate offerings; are ready to operate in the scrutiny of public markets, with strong management, corporate governance and reporting policies in place; will likely be well received by public investors and are expected to have good access to the public capital markets; are at an inflection point, such as those requiring additional management expertise, innovation to develop new products or services, improvement of financial performance or growth through a business combination; have significant embedded and/or underexploited expansion opportunities; exhibit unrecognized value or other characteristics that we believe have been misevaluated by the market based on our company-specific analysis and due diligence review. For a potential target company, this process will include, among other things, a review and analysis of the company s capital structure, quality of earnings, potential for operational improvements, corporate governance, customers, material contracts, and industry background and trends; and TABLE OF CONTENTS will offer attractive risk-adjusted equity returns for our shareholders. Financial returns will be evaluated based on (1) the potential for organic growth in cash flows, (2) the ability to accelerate growth, including through the opportunity for follow-on acquisitions and (3) the prospects for creating value through other value creation initiatives. Potential upside from growth in the target business earnings and an improved capital structure will be weighed against any identified downside risks. We may use other criteria and guidelines as well. Any evaluation relating to the merits of a particular initial business combination may be based on these general criteria and guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into an initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that fact in our shareholder communications related to the acquisition. As discussed elsewhere in this prospectus, this would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. Additional Disclosures Our Acquisition Process We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Certain members of our management team are employed by either Social Capital or Hedosophia or one of their respective affiliates. Social Capital and Hedosophia are continuously made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted, or had any discussions, formal or otherwise with, any prospective target business with respect to a business combination transaction with us. Our search for a business combination, ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus ( COVID-19 ) outbreak. See Risk Factors Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak and the status of debt and equity markets. All of our officers and certain of our directors have fiduciary and contractual duties to either Social Capital or Hedosophia and to certain companies in which either of them has invested. These entities, including IPOB, IPOC, IPOD and IPOE, may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Cayman Islands law, none of the members of our management team who are also employed by our sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. Our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. For more information, see the section entitled Management Conflicts of Interest. Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual TABLE OF CONTENTS obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See Risk Factors Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. You should not rely on the historical record of our founders and management s performance as indicative of our future performance. See Risk Factors Past performance by our management team and their respective affiliates may not be indicative of future performance of an investment in the company. Initial Business Combination The NYSE rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). We refer to this as the 80% of net assets test. If our board of directors is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject TABLE OF CONTENTS to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and have received a tax exemption undertaking from the Cayman Islands Government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on July 10, 2020. Our executive offices are located at 317 University Ave, Suite 200, Palo Alto, CA 94301 and our telephone number is (650) 521-9007. Upon completion of this offering, our corporate website address will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001818876_social_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001818876_social_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a8b72d6004c73cbac9c79a8372e888e83c3fb2e7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001818876_social_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Our Partnership Social Capital Hedosophia Holdings is a partnership between Chamath Palihapitiya, the founder and current Managing Partner of Social Capital, and Ian Osborne, a co-founder and the current CEO of Hedosophia. Social Capital Hedosophia Holdings unites technologists, entrepreneurs and technology-oriented investors around a shared vision of identifying and investing in innovative and agile technology companies. We believe that our management team s relationships with leading technology company founders, executives of private and public companies, venture capitalists and growth equity fund managers, in addition to the extensive industry and geographical reach of Social Capital and Hedosophia s networks, will give us a competitive advantage in pursuing a broad range of opportunities. Our management team believes that its ability to identify and implement value creation initiatives will remain central to its differentiated acquisition strategy. Social Capital Social Capital is a Silicon Valley based technology holding company whose mission is to advance humanity by solving the world s hardest problems. It was founded by Chamath Palihapitiya in 2011 to invest capital across the company lifecycle, from early stage startups to transformational public companies. The platform is oriented toward long term ownership and has a strong investment track record and experience driving dramatic growth. Social Capital focuses on investing in fast growing companies creating significant disruption in multiple industries including healthcare, education, financial services, artificial intelligence and social media. Drawing on the experience of Mr. Palihapitiya, the firm has created a growth platform that uses data science to identify investment opportunities, drive growth and improve portfolio company operational performance. Social Capital has been an early and active investor in companies that have demonstrated strong value creation in the public markets, such as Slack Technologies ( Slack ), a company that completed its direct listing in June 2019 and had a market capitalization of approximately $16.1 billion as of October 5, 2020 and Box Inc. ( Box ), a company that completed its initial public offering in January 2015 and that had a market capitalization of approximately $2.7 billion as of October 5, 2020. Social Capital was also an early investor in Yammer, Inc. ( Yammer ), a company purchased by Microsoft Corporation for $1.2 billion in 2012. Other investments with strong private market value creation includes include SurveyMonkey Inc. ( SurveyMonkey ), Intercom, Inc. ( Intercom ), Netskope, Inc. ( Netskope ) and Wealthfront, Inc. ( Wealthfront ). Not all of the companies in which Social Capital has invested have achieved the same level of value creation. Hedosophia Hedosophia, an investment firm founded in 2012, has deployed more than $1.5 billion of capital across its investment platforms as of June 30, 2020, and has offices in London, Los Angeles and Beijing. Hedosophia has a broad remit to invest globally, but has a particular focus on growth investments in Internet and technology companies in the United States, China and Europe. Hedosophia provides targeted advice and guidance to portfolio companies, specifically on international expansion, market entry, strategic partnerships and joint ventures and government and regulatory matters. Hedosophia also benefits from the network that its Co-founder and Chief Executive Officer, Ian Osborne, has established, including by virtue of the financial advisory firm, Connaught, which he founded in 2014. Our Founders Our management team is led by Chamath Palihapitiya, Chairman of our board of directors and our Chief Executive Officer, and Ian Osborne, our President and one of our directors. TABLE OF CONTENTS Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and a fraction of one redeemable warrant (2) 40,250,000 $ 10.00 $ 402,500,000 $ 52,244.50 Class A ordinary shares included as part of the units(3) 40,250,000 (5) Redeemable warrants included as part of the units(3) 10,062,500 (5) Total $ 402,500,000 $ 52,244.50(6) (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 5,250,000 units, which may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any. (3) Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions. (4) Maximum number of Class A ordinary shares and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriter. (5) No fee pursuant to Rule 457(g) under the Securities Act. (6) The filing fee has been previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS Prior to founding Social Capital, Mr. Palihapitiya served as Vice President of User Growth at Facebook, and is recognized as having been a major force in its launch and growth. Mr. Palihapitiya was responsible for overseeing Monetization Products and Facebook Platform, both of which were key factors driving the increase in Facebook s user base to more than 750 million individuals worldwide. Prior to working for Facebook, Mr. Palihapitiya was a principal at the Mayfield Fund, one of the United States oldest venture firms, before which he headed the instant messaging division at AOL. Mr. Palihapitiya is regarded as a top technology sector venture capitalist and visionary because of his track record of identifying promising opportunities and nurturing their growth to become established players. He graduated from the University of Waterloo, Canada with a degree in electrical engineering. Mr. Osborne is the co-founder and CEO of Hedosophia, an investment firm, and founder of Connaught, a financial advisory firm. Mr. Osborne has advised leading Internet and technology companies, their founders and CEOs, since 2009. From 2010 to 2012, Mr. Osborne was a partner at DST Global, a family of funds focused on investing in Internet companies, with notable successes including Alibaba, Airbnb, Facebook, Spotify and Twitter. Mr. Osborne was educated at King s College London and the London School of Economics. In May 2017, Mr. Palihapitiya and Mr. Osborne founded Social Capital Hedosophia Holdings Corp. ( IPOA ), a blank check company incorporated for the purposes of effecting a business combination. Mr. Palihapitiya served as the Chief Executive Officer and Chairman of the board of directors and Mr. Osborne served as President and as a director of IPOA. IPOA completed its initial public offering in September 2017, in which it sold 69,000,000 units, each consisting of one IPOA Class A ordinary share and one-third of one warrant for one IPOA Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $690,000,000. In October 2019, IPOA consummated a merger with Virgin Galactic. Virgin Galactic is a vertically-integrated aerospace company pioneering human spaceflight for private individuals and researchers. It believes the commercial exploration of space represents one of the most exciting and significant technology initiatives of our time. It is embarking on this commercial exploration journey with a mission to put humans into space and return them safely to Earth on a routine, consistent and affordable basis. Using its proprietary and reusable technologies, and supported by a distinctive, Virgin-branded customer experience, it is developing a spaceflight system designed to offer customers a unique, multi-day experience culminating in a spaceflight that includes several minutes of weightlessness and views of Earth from space. It is in the final stages of development, having already completed two crewed flights of its vehicle into space, and anticipates initial commercial launch in 2020. Virgin Galactic s common stock currently trade on NYSE under the symbol SPCE . The closing price of Virgin Galactic s common stock on October 5, 2020 was $21.01 per share. Including the warrants underlying the units (assuming such warrants were exercised on a cashless basis for 0.5073 shares prior to such warrants being redeemed for $0.01 per warrant), the return to investors who purchased units in IPOA s initial public offering was 145.6% through October 5, 2020. In October 2019, Mr. Palihapitiya and Mr. Osborne founded Social Capital Hedosophia Holdings Corp. II ( IPOB ) and Social Capital Hedosophia Holdings Corp. III ( IPOC ), each a blank check company incorporated for the purposes of effecting a business combination. IPOB completed its initial public offering in April 2020, in which it sold 41,400,000 units, each unit consisting of one IPOB Class A ordinary share and one-third of one redeemable warrant for one IPOB Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $414,000,000. IPOB s units, Class A ordinary shares and warrants currently trade on NYSE under the symbols IPOB.U, IPOB and IPOB WS, respectively. IPOC completed its initial public offering in April 2020, in which it sold 82,800,000 units, each unit consisting of one IPOC Class A ordinary share and one-third of one redeemable warrant for one IPOC Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $828,000,000. IPOC s units, Class A ordinary shares and warrants currently trade on NYSE under the symbols IPOC.U, IPOC and IPOC WS, respectively. Mr. Palihapitiya is the Chief Executive Officer and Chairman of the Board of Directors of IPOB and IPOC, Mr. Osborne is the President and a director of IPOB and IPOC, and each of our other officers is an officer of IPOB and IPOC, and each of the foregoing owe fiduciary duties under Cayman Islands law to IPOB and IPOC. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 6, 2020 PRELIMINARY PROSPECTUS $350,000,000 Social Capital Hedosophia Holdings Corp. IV 35,000,000 Units Social Capital Hedosophia Holdings Corp. IV is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any industry or geographic location (subject to certain limitations described in this prospectus), we intend to focus our search for a target business operating in the technology industries. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have also granted the underwriter a 45-day option to purchase up to an additional 5,250,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we have not completed our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law and as further described herein. Our sponsor, SCH Sponsor IV LLC, a Cayman Islands limited liability company (which we refer to as our sponsor throughout this prospectus), has committed to purchase an aggregate of 4,500,000 warrants (or 5,025,000 warrants if the underwriter s over-allotment option is exercised in full) at a price of $2.00 per warrant ($9,000,000 in the aggregate or $10,050,000 in the aggregate if the underwriter s over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each private placement warrant entitles the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as provided herein. Our initial shareholders currently hold 10,062,500 Class B ordinary shares (which we refer to as founder shares as further described herein), up to 1,312,500 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all Class A ordinary shares issued and outstanding upon the completion of this offering, plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination. Prior to our initial business combination, holders of the Class B ordinary shares will have the right to appoint all of our directors and may remove members of the board of directors for any reason. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Prior to this offering, there has been no public market for our units, Class A ordinary shares or warrants. We intend to apply to list our units on the New York Stock Exchange (the NYSE ) under the symbol IPOD.U on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. The Class A ordinary shares and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ) containing an audited balance sheet of the company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities constituting the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on the NYSE under the symbols IPOD and IPOD WS, respectively. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See Risk Factors beginning on page 31. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, Before Expenses, to Us Per Unit $ 10.00 $ 0.55 $ 9.45 Total $ 350,000,000 $ 19,250,000 $ 330,750,000 (1) Includes $0.35 per unit, or $12,250,000 (or up to $14,087,500 if the underwriter s over-allotment option is exercised in full) in the aggregate, payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. Does not include certain fees and expenses payable to the underwriter in connection with this offering. See also Underwriting for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $350.0 million or $402.5 million if the underwriter s over-allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Connaught is acting as our financial advisor in connection with this offering. The underwriter is offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2020. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities. Sole Book-Running Manager Credit Suisse The date of this prospectus is , 2020. TABLE OF CONTENTS IPOB has not yet consummated its business combination. However, on September 15, 2020, IPOB announced that it had entered into a definitive agreement with Opendoor Labs Inc. ( Opendoor ). The transaction is subject to approval of IPOB s shareholders and other customary closing conditions. IPOC has not yet consummated its business combination. However, on October 6, 2020, IPOC announced that it had entered into a definitive agreement with Clover Health Investments, Corp. ( Clover Health ). The transaction is subject to approval of IPOC s shareholders and other customary closing conditions. Mr. Palihapitiya and Mr. Osborne have also recently incorporated Social Capital Hedosophia Holdings Corp. V ( IPOE ) and Social Capital Hedosophia Holdings Corp. VI ( IPOF ), each a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting its own initial business combination. Mr. Palihapitiya is the Chief Executive Officer and Chairman of the Board of Directors of IPOE and IPOF, Mr. Osborne is the President and a director of IPOE and IPOF, and each of our other officers is an officer of IPOE and IPOF and owe fiduciary duties under Cayman Islands law to IPOE and IPOF. Our management team also includes Steven Trieu, our Chief Financial Officer, and Simon Williams, our General Counsel and Secretary, and Nirav Tolia, our director nominee. Mr. Trieu is a Partner and the Chief Financial Officer at Social Capital with more than twelve years of experience working in finance and operations at large technology companies including Quora, Inc. ( Quora ), Facebook, Inc. ( Facebook ) and Yahoo!, Inc. ( Yahoo ). Mr. Williams is an English-qualified solicitor with more than thirteen years of experience working in international law firms and investment businesses. State of the Private Technology Company Landscape Private technology companies are fundamentally changing the world at an unprecedented pace by establishing new markets, creating new experiences and disrupting legacy industries. Key technological advances and practices, such as cloud computing, data analytics and intelligence platforms, open source software development, developer-focused software tools, and software-defined networking, storage and computing, are allowing technology companies to rapidly affect change in every major sector of the global economy. Agile private technology companies have embraced these advances and practices to create business models and address market needs that will enable them to reach significant financial scale and create shareholder value. Over the last several years and in connection with a declining investable universe of public equities, private technology company valuations have increased reflecting investor interest in gaining exposure to the fundamental economic shifts and new business models that these companies are enabling. As of July 2020, we estimate there were approximately 170 private U.S. technology companies with a valuation, as of the last round of financing, in excess of $1.0 billion, commonly referred to as unicorns. In comparison, as of July 2020, there were approximately 320 public U.S. technology companies with a market valuation in excess of $1.0 billion. The Current Technology IPO Paradigm Despite playing major roles in the global economy and achieving significant financial scale, there has been a range of factors over the last several years that have led many technology companies, to remain private. U.S. technology IPOs have decreased from an average of approximately 45 IPOs per year from 2010 to 2014 to approximately 35 IPOs per year from 2015 to 2019. Vast capital availability in the private markets, first from traditional venture capital, and now from multiple types of investors, including hedge funds, mutual funds, sovereign wealth funds and corporates, has enabled companies to stay private longer. Historically, the decision to access public markets through an IPO has tended to be driven by a desire for growth capital and a venue for efficient pre-IPO shareholder liquidity; however, it is now a strategic business decision as the evolution in private markets now allows for sufficient access to growth capital. Furthermore, the private market has matured to establish well-developed secondary markets that are capable of providing liquidity to founders, employees and investors. TABLE OF CONTENTS The traditional technology company IPO process, which has been largely unchanged for decades, has also acted as a driving force to deter private company management teams and their pre-IPO stakeholders from pursuing IPOs. We believe management distraction, a sub-optimal price discovery mechanism and the resultant longer-term aftermarket impact have discouraged private technology companies from pursuing IPOs. This tends to be true even for businesses that are otherwise operationally ready and of appropriate size to access the public markets. Management distraction: Preparation for and execution of an IPO requires management teams to devote considerable time and attention to the lengthy IPO process, including document drafting, underwriter selection and extensive investor engagement. This significant commitment can potentially distract management teams from focusing on the company s product and growth strategies, a particularly challenging dynamic for high-growth technology company executives. Price discovery and shareholder base development: The process for technology IPO demand generation often produces IPO order books that are significantly oversubscribed, but lacks an effective price discovery mechanism and encourages participation from many investors that are focused on short-term performance. Furthermore, limited price discovery and short-term focused investors can create a misalignment of incentives during the IPO share allocation process between technology companies and their underwriters. The average first day trading performance for U.S. technology IPOs from 1998 to 2019 stands at over +26% as compared with U.S. non-technology IPOs at +12% over the same time period. In 2019, the percentage differential in first day post-IPO performance between U.S. technology and non-U.S. technology IPOs was +190%, or +28% versus +15%, respectively. In 2018, the same percentage differential was +156%, or +26% versus +17%, respectively. The current technology IPO book-build process fails to deliver the requisite information to technology company management teams, pre-IPO stakeholders and underwriters to make informed judgements regarding IPO pricing and allocation decisions and alternatives. Longer-term impacts: A technology IPO book build that is characterized by ineffective price discovery and initial public shareholder base development can lead to material longer-term negative impacts for companies completing an IPO, such as shareholder base turnover and increased share price volatility. These dynamics have far reaching effects on newly public companies and can impair a management team s ability to focus on long-term value creation. Nevertheless, we believe companies, at a certain stage in their development, will see material benefits from being publicly-traded, including increasing brand and company awareness, developing a more liquid acquisition currency and diversifying funding sources and access to capital. An acquisition by a blank check company with a management team that is well-known to, and respected by, technology company founders, their current third-party investors and their management teams, we believe, can provide a more transparent and efficient mechanism to bring a private technology company to the public markets. We intend to focus our target sourcing efforts on assessing companies that we believe would benefit significantly from being publicly-traded. Further, we believe that we are providing an interesting alternative investment opportunity that capitalizes on key trends impacting the capital markets for technology companies. Our Mission We believe the future success of the capital markets for technology companies is dependent on new company formation, the sustainability of robust private market funding and an increased willingness of private technology companies to become publicly-traded and therefore become available to a broader universe of investors who can benefit from their disruption and growth. Our mission is to create an alternative path to a traditional IPO for disruptive and agile technology companies to achieve their long-term objectives and overcome key deterrents to becoming public. By leveraging our extensive operational experience and network, we believe we can provide a number of significant benefits to potential targets and public market investors that can potentially lead to attractive long-term risk-adjusted returns in the public markets. These benefits include, but are not limited to, the following: Operational excellence: Our management team has significant hands-on experience helping technology companies optimize their existing and new growth initiatives by exploiting insights from TABLE OF CONTENTS rich data assets that already exist within most technology companies. Further, we intend to share best practices and key learnings, gathered from Social Capital s and Hedosophia s operating and investment experience, as well as strong relationships in the technology sector, to help shape corporate strategies in an increasingly complex technology ecosystem. Broad, global reach: Having operated and invested in leading global technology companies across their corporate life cycles, our management team has developed deep relationships with key large multi-national organizations and investors. These relationships and know-how present a significant opportunity to help drive strategic dialogue, access new customer relationships and achieve global ambitions. Efficiency: We believe that a more streamlined and transparent path to the public market will encourage private companies, in the technology industry in particular, to go public while allowing them to remain operationally focused on long-term value creation. As a result, public market investors can gain more near-term, direct investment exposure to long-term technology themes. Our Acquisition and Value Creation Strategy We intend to leverage what we believe is a competitive advantage in sourcing potential targets that will materially benefit from our unique expertise and where we are best situated to augment the value of the business following the completion of the initial business combination. We believe our management team is well positioned to identify unique opportunities across the technology private company landscape. Our selection process will leverage our relationships with leading technology company founders, executives of private and public companies, venture capitalists and growth equity funds, in addition to the extensive industry and geographical reach of Social Capital and Hedosophia s platforms, which we believe should provide us with a key competitive advantage in sourcing potential business combination targets. Given our profile and thematic approach, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, in particular founders of, and investors in, other private and public technology companies in our networks. We also believe that Social Capital and Hedosophia s reputation, experience and track record of making investments in the technology industry will make us a preferred partner for these potential targets. Consistent with our strategy, we have identified the following general criteria and guidelines to evaluate prospective target businesses. We may however, decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire one or more businesses that we believe: are in the technology industry and can benefit from the extensive networks and insights we have built. In addition, we expect to evaluate targets in related industries that can use technology to drive meaningful operational improvements and efficiency gains, or enhance their strategic positions by using technology solutions to differentiate offerings; are ready to operate in the scrutiny of public markets, with strong management, corporate governance and reporting policies in place; will likely be well received by public investors and are expected to have good access to the public capital markets; are at an inflection point, such as those requiring additional management expertise, innovation to develop new products or services, improvement of financial performance or growth through a business combination; have significant embedded and/or underexploited expansion opportunities; exhibit unrecognized value or other characteristics that we believe have been misevaluated by the market based on our company-specific analysis and due diligence review. For a potential target company, this process will include, among other things, a review and analysis of the company s capital structure, quality of earnings, potential for operational improvements, corporate governance, customers, material contracts, and industry background and trends; and TABLE OF CONTENTS will offer attractive risk-adjusted equity returns for our shareholders. Financial returns will be evaluated based on (1) the potential for organic growth in cash flows, (2) the ability to accelerate growth, including through the opportunity for follow-on acquisitions and (3) the prospects for creating value through other value creation initiatives. Potential upside from growth in the target business earnings and an improved capital structure will be weighed against any identified downside risks. We may use other criteria and guidelines as well. Any evaluation relating to the merits of a particular initial business combination may be based on these general criteria and guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into an initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that fact in our shareholder communications related to the acquisition. As discussed elsewhere in this prospectus, this would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. Additional Disclosures Our Acquisition Process We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Certain members of our management team are employed by either Social Capital or Hedosophia or one of their respective affiliates. Social Capital and Hedosophia are continuously made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted, or had any discussions, formal or otherwise with, any prospective target business with respect to a business combination transaction with us. Our search for a business combination, ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus ( COVID-19 ) outbreak. See Risk Factors Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak and the status of debt and equity markets. All of our officers and certain of our directors have fiduciary and contractual duties to either Social Capital or Hedosophia and to certain companies in which either of them has invested. These entities, including IPOB, IPOC, IPOE and IPOF, may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Cayman Islands law, none of the members of our management team who are also employed by our sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. Our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. For more information, see the section entitled Management Conflicts of Interest. Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual TABLE OF CONTENTS obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See Risk Factors Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. You should not rely on the historical record of our founders and management s performance as indicative of our future performance. See Risk Factors Past performance by our management team and their respective affiliates may not be indicative of future performance of an investment in the company. Initial Business Combination The NYSE rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). We refer to this as the 80% of net assets test. If our board of directors is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject TABLE OF CONTENTS to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and have received a tax exemption undertaking from the Cayman Islands Government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on July 10, 2020. Our executive offices are located at 317 University Ave, Suite 200, Palo Alto, CA 94301 and our telephone number is (650) 521-9007. Upon completion of this offering, our corporate website address will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001819157_north_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001819157_north_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3a9057af1c04ce3569e606f16e1b2a4dc05e0bde
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001819157_north_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to North Mountain Merger Corp., a Delaware corporation; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), including the shares purchased by Millais Limited, the indirect majority owner of our sponsor; warrants are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and the private placement warrants; permitted withdrawals are to amounts withdrawn from interest earned on the trust account to fund our regulatory compliance costs and to pay our taxes; public stockholders are to the holders of our public shares, including our sponsor, officers, directors and their respective affiliates to the extent our sponsor, officers, directors or their respective affiliates purchase public shares, provided that each of their status as a public stockholder shall only exist with respect to such public shares; management or our management team are to our officers and directors; directors are to our current directors and director nominees; sponsor are to North Mountain LLC, a Delaware limited liability company; initial stockholders are to our sponsor and any other holders of our founder shares immediately prior to this offering; advisory committee are to an advisory committee formed for the purpose of assisting the board of directors and management with sourcing and evaluating business opportunities and devising plans and strategies to optimize any business that we acquire; founder shares are to shares of our Class B common stock and the shares of our Class A common stock issued upon the automatic conversion thereof at the time of our initial business combination as provided herein; common stock are to our Class A common stock and our Class B common stock; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of such securities; amended and restated certificate of incorporation are to our certificate of incorporation to be in effect upon the completion of this offering; completion window is the period following the completion of this offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of the public shares, subject to applicable law and certain conditions and as further described herein. The completion window ends 24 months from the closing of this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; and underwriter s option to purchase additional units are to the underwriter s 45-day option to purchase up to an additional 1,725,000 units to cover over-allotments, if any. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 2020 PRELIMINARY PROSPECTUS $115,000,000 North Mountain Merger Corp. 11,500,000 Units North Mountain Merger Corp. is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering (the warrant exercise date ), and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation (the warrant expiration date ), as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants either for cash once the warrants become exercisable or for shares of our Class A common stock commencing 90 days after the warrants become exercisable. We have also granted the underwriter a 45-day option to purchase up to an additional 1,725,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per share price, payable in cash, subject to the limitations described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering (such period, the completion window ), we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of amounts withdrawn to fund our regulatory compliance costs and to pay our taxes ( permitted withdrawals ) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, North Mountain LLC, has subscribed to purchase an aggregate of 3,800,000 warrants (or 4,145,000 warrants if the underwriter s option to purchase additional units is exercised in full) at a price of $1.00 per warrant ($3,800,000 in the aggregate, or $4,145,000 in the aggregate if the underwriter s option to purchase additional units is exercised in full) in a private placement that will close simultaneously with the closing of this offering (the Private Placement ). Each private placement warrant entitles the holder thereof to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as described in this prospectus. Our sponsor currently holds 3,306,250 shares of Class B common stock (up to 431,250 of which are subject to forfeiture depending on the extent to which the underwriter s option to purchase additional units is exercised). The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. Holders of our Class B common stock will have the right to elect all of our directors prior to our initial business combination. On any other matter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. Millais Limited, the indirect majority owner of our sponsor, has expressed an intent to purchase up to 1,150,000 units in this offering (or 1,322,500 units if the underwriter s option to purchase additional units is exercised in full) at the public offering price. The underwriter will not receive any underwriting discount or commissions on such units. Prior to this offering, there has been no public market for our units, Class A common stock or warrants. We have applied to list our units on the Nasdaq Capital Market ( Nasdaq ), under the symbol NMMCU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the Nasdaq. The Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus, subject to certain conditions. Once the securities constituting the units begin separate trading, we expect that the Class A common stock and warrants will be listed on the Nasdaq under the symbols NMMC and NMMCW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. Please see Risk Factors on page 30. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Per Unit Total Per Unit $10.00 $115,000,000 Underwriting Discounts and Commissions(1)(2) $0.55 $6,325,000 Proceeds, before expenses, to us $9.45 $108,675,000 (1) Includes $0.35 per unit, or $4,025,000 (or up to $4,628,750 if the underwriter s option to purchase additional units is exercised in full) in the aggregate, payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriter only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of shares of Class A common stock sold as part of the units in this offering, as described in this prospectus. Does not include certain fees and expenses payable to the underwriter in connection with this offering. See also Underwriting for a description of compensation and other items of value payable to the underwriter. (2) The underwriter will not receive any underwriting discounts or commissions on units purchased by Millais Limited, the indirect majority owner of our sponsor. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $115.0 million, or $132.3 million if the underwriter s option to purchase additional units is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units will be made on or about , 2020. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Citigroup The date of this prospectus is , 2020 TABLE OF CONTENTS Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its option to purchase additional units and the forfeiture by our sponsor of 431,250 founder shares. General We are a newly incorporated blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination in any sector, we intend to focus our efforts on businesses in the financial technology segment of the broader financial services industry, where we believe our management team s expertise will provide us with a competitive advantage. We will seek to capitalize on the significant financial services, financial technology, banking and public and private equity experience and contacts of our Chief Executive Officer, Charles B. Bernicker. Mr. Bernicker has over 30 years of experience as an executive in financial services, financial technology and retail banking. Mr. Bernicker was the Chief Financial Officer of CardConnect Corp. ( CardConnect ), which merged with FinTech Acquisition Corp., a former SPAC, in July 2016. Mr. Bernicker remained the Chief Financial Officer of CardConnect until 2017 when CardConnect was acquired by First Data Corp. (NYSE: FDC). Prior to joining CardConnect in 2012, Mr. Bernicker was an Executive Director of Heartland Payment Systems, a merchant acquirer and payment processor, from 2010 until 2012. From 2008 until 2010, Mr. Bernicker was a Senior Vice President of Fraud Strategy for Bank of America and from 2004 until 2008, Mr. Bernicker held several leadership positions with Commerce Bancorp, prior to its acquisition by TD Bank, N.A. in March 2008. While at Commerce Bancorp, Mr. Bernicker was responsible for retail operations, ATM operations, on-line banking, card issuing operations, fraud prevention and detection strategy and operations. Mr. Bernicker was also a member of the Card Operations Risk Executive Council for Visa/USA. Prior to joining Commerce Bancorp, from 2000 until 2004, Mr. Bernicker was the Chief Financial Officer of eCount, a stored-value card issuer which was sold to Citibank, to form Citi Prepaid in 2007. Mr. Bernicker acted as a consultant to Repay Holdings Corp (NASDAQ: RPAY) management team on their merger with Thunder Bridge Acquisition, Ltd. in July 2019. He also acted as a consultant to the International Money Express, Inc. (NASDAQ: IMXI) management team on their merger with FinTech Acquisition Corp. II in July 2018. In February 2019, Mr. Bernicker founded and became Chief Executive Offer of South Mountain Merger Corp. ( South Mountain ), a special purpose acquisition company that completed its $250.0 million initial public offering in June 2019. In addition to Mr. Bernicker, we will also have the benefit of the participation of our outside directors, including Robert L. Metzger, Scott O'Callaghan and Douglas J. Pauls, each of whom has significant experience with technology and financial services companies. We will further be supported by our advisory committee comprised of former senior executives from leading global companies with experience in a wide range of sub-sectors and functional areas, who will provide us with access to their expertise and extensive industry networks from which we intend to source and evaluate targets as well as devise plans to optimize any business that we acquire. We intend to focus on identifying businesses within the financial services and financial technology industries. We will place significant emphasis on businesses that will benefit from the rapidly evolving payment ecosystem. We believe there are many targets that have benefited from the emergence of disruptive technologies, the rapid growth of e-commerce, or the transition to integrated software solutions and ability to leverage data and analytics. These business models tend to have above industry growth rates and would greatly benefit from access to public market capital. We also believe in the ability of our management team to add significant value to a target company from both an operating and strategic perspective. We believe that our management team and board of directors have the expertise to identify attractive business combination opportunities within the financial technology segment of the broader financial services industry. Our objectives are to generate substantial returns for stockholders and enhance value at the target company by harnessing the operational experience of our management team as well as our board of directors. We expect to favor potential target companies with high barriers to entry and defensible business models. Key metrics will include above industry growth, strong margins, and substantial free cash flow generation. TABLE OF CONTENTS While we intend to complete the initial business combination within the financial technology industry and would contemplate acquiring businesses in the broader financial services industry, we may also pursue a business combination outside of the financial services industry. We will seek to acquire established businesses that we believe are fundamentally sound but potentially in need of financial, operational, strategic or managerial redirection to maximize value. We do not intend to acquire start-up companies or companies with speculative business plans. We believe that potential sellers of target businesses will view the fact that our management team has successfully closed or advised on prior business combinations with vehicles similar to our company as a positive factor in considering whether or not to enter into a business combination with us. However, past performance by our management team is not a guarantee of success with respect to any business combination we may consummate. Millais Limited, the indirect majority owner of our sponsor, has expressed an intent to purchase up to 1,150,000 units in this offering (or 1,322,500 units if the underwriter s option to purchase additional units is exercised in full) at the public offering price. The underwriter will not receive any underwriting discount or commissions on these units and these units (and their constituent shares and warrants) will not be subject to the restrictions on transfer applicable to the founder shares and private placement warrants. Business Strategy Our strategy is to identify and complete our initial business combination with a company or companies in the financial services industry or businesses providing technological services to the financial industry, commonly known as fintech businesses, which complements the experience and expertise of our management team. We expect to distinguish ourselves with our ability to: leverage the strategic and transactional experience, including direct SPAC specific experience, of our management team; utilize our strategic and transactional experience of our management team to bring advice and attention to potential business combination targets; deliver creative approaches to transaction sourcing; and utilize an understanding of global financial markets and events, financing, and overall corporate strategy options. Our selection process in choosing an attractive investment opportunity will leverage our management team s network of industry, private equity sponsor, credit fund sponsor and lending community relationships as well as relationships with management teams of public and private companies, investment bankers, restructuring advisers, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. We intend to deploy a proactive, thematic sourcing strategy and to focus on companies where we believe the combination of our operating experience, relationships, capital and capital markets expertise can be catalysts to transform a target company and can help accelerate the target s growth and performance. Upon completion of this offering, members of our management team will communicate with their network of relationships to articulate our initial business combination criteria, including the parameters of our search for a target business, and will begin the disciplined process of pursuing and reviewing promising leads. The members of our management team have experience in: operating companies, setting and changing strategies, and identifying, monitoring and recruiting world-class talent; developing and growing companies, both organically and through acquisitions and strategic transactions and expanding the product range and geographic footprint of a number of target businesses; sourcing, structuring, acquiring, integrating and selling businesses; accessing the capital markets, including financing businesses and helping companies transition to public ownership; fostering relationships with sellers, capital providers and target management teams; TABLE OF CONTENTS executing transactions in multiple geographies and under varying economic and financial market conditions; and consulting services for the management teams of companies that were acquired by SPACs. Competitive Strengths The sourcing, valuation, diligence and execution capabilities of our management team will provide us with a significant pipeline of opportunities from which to evaluate and select a business that will benefit from our expertise. Our competitive strengths include the following: Proprietary Sourcing Channels and Leading Industry Relationships. We believe the capabilities and connections associated with our management team will provide us with a differentiated pipeline of merger opportunities that would be difficult for other participants in the market to replicate. We expect these sourcing capabilities will be further bolstered by our management team s reputation and deep industry relationships. Investing Experience. We believe that our management s track record of identifying and sourcing transactions positions us well to appropriately evaluate potential business combinations and select one that will be well received by the public markets. Execution and Structuring Capability. Our management team believes that the combined expertise and reputation of its members will allow it to source and complete transactions possessing structural attributes that create an attractive investment thesis. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation. Our management team believes that by focusing on these types of transactions, it will be able to generate investment opportunities that have attractive risk/reward profiles based on their valuations and structural characteristics. Deep SPAC Market Experience. Our management team has deep experience with the SPAC acquisition process. Mr. Bernicker was the Chief Financial Officer of CardConnect, which merged with FinTech Acquisition Corp., a former SPAC, in July 2016. Mr. Bernicker acted as a consultant to Repay Holdings Corp (NASDAQ: RPAY) management team on their merger with Thunder Bridge Acquisition, Ltd. in July 2019. He also acted as a consultant to the International Money Express, Inc. (NASDAQ: IMXI) management team on their merger with FinTech Acquisition Corp. II in July 2018 and assisted other SPAC management teams as an advisor. He is also the Chief Executive Officer of South Mountain. Investment Criteria We have developed the following high level, non-exclusive investment criteria that we will use to screen for and evaluate target businesses. We will seek to acquire a business that: Has a Defensible Market Position. We will seek to acquire a business that has a defensible position within a target market as a result of a differentiated technology, distribution capabilities, customer service or other competitive advantages. Has an Attractive Financial Profile. We will seek to acquire a business that has highly recurring revenues and operating leverage and has historically generated, or has the near-term potential to generate, strong and sustainable free cash flow. Would Benefit Uniquely from the Capabilities of our Management Team. We will seek to merge with a business where the collective capabilities of our management can be leveraged to tangibly improve the operations and market position of the target. Is Sourced Through our Proprietary Channels. We do not expect to participate in broadly marketed processes, but rather will aim to leverage our extensive network to source our business combination. Has a Committed and Capable Management Team. We will seek to acquire a business with a professional management team whose interests are aligned with those of our investors and complement the expertise of our management team. TABLE OF CONTENTS Has the Potential to Grow Through Further Acquisition Opportunities. We will seek to acquire a business that has the potential to grow organically and inorganically through additional acquisitions. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, our officers or our directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, our officers or our directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view. Members of our management team may directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Our sponsor and its principals may from time to time become aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. As described in Proposed Business Sourcing of Potential Business Combination Targets and Management Conflicts of Interest, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities, including South Mountain, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. While our sponsor and its affiliates will not have any duty to offer acquisition opportunities to us, our sponsor and its affiliates may become aware of a potential transaction that is an attractive opportunity for us, which it may decide to share with us. Conflicts may arise from North Mountain LLC s sponsorship of our company, as well as from actions undertaken by North Mountain LLC or any of its affiliates for their own account. When acting for their own account, North Mountain LLC or any of its affiliates may take commercial steps which may have an adverse effect on us. Any of North Mountain LLC s or its affiliates other activities may, individually or in the aggregate, have an adverse effect on us, and the interests of North Mountain LLC or any of its affiliates TABLE OF CONTENTS may at times be adverse to ours. Please see Proposed Business Certain Actual and Potential Conflicts of Interest for additional information regarding certain actual and potential conflicts of interest. We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors, or our sponsor and its affiliates, will materially affect our ability to complete our initial business combination. Neither our sponsor nor any of our officers or directors is restricted from participating in the formation of, or from becoming a sponsor or an officer or director of, any other special purpose acquisition company. Any of our sponsor, officers or directors may sponsor or form other blank check companies similar to ours during the period in which we are seeking an initial business combination. In particular, Mr. Bernicker and our board of directors are actively engaged in South Mountain, a special purpose acquisition company that completed its initial public offerings in June 2019. South Mountain, like us, may pursue initial business combination targets in any businesses or industries, with a focus on the financial technology segment of the broader financial services industry, and has until June 24, 2021 to do so (absent an extension in accordance with its charter). Any such companies, including South Mountain, may present additional conflicts of interest in pursuing an acquisition target. Initial Business Combination The Nasdaq rules require that an initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of permitted withdrawals and excluding the amount of any deferred underwriting discount). We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, (as amended, the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Our amended and restated certificate of incorporation will require the affirmative vote of a majority of our board of directors, which must include a majority of our independent directors to approve our initial business combination. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. TABLE OF CONTENTS Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Our executive offices are located at 767 Fifth Avenue, 9th Floor, New York, NY 10153 and our telephone number is (646)-446-2700. Upon completion of this offering, our corporate website address will be www.NMmergercorp.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to invest in our securities. TABLE OF CONTENTS The Offering
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001819263_montes_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001819263_montes_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..09472627f0f5c581e9af7e941722c0e2f983cebe
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001819263_montes_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "amended and restated certificate of incorporation" are to the amended and restated certificate of incorporation of the Company, adopted and filed on July 23, 2020; "common stock" are to our Class A common stock and our Class B common stock; "equity-linked securities" are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in connection with our initial business combination including but not limited to a private placement of equity or debt; "founder shares" are to shares of our Class B common stock held by our sponsor in and the shares of our Class A common stock that will be issued upon the automatic conversion of the shares of our Class B common stock at the time of our initial business combination (for the avoidance of doubt, such shares of our Class A common stock will not be "public shares"); "initial stockholders" are to holders of our founder shares immediately prior to this offering; "management" or our "management team" are to our executive officers and directors; "private placement warrants" are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; "public shares" are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public stockholders" are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor's and each member of our management team's status as a "public stockholder" will only exist with respect to such public shares; "sponsor" are to Patient Square Capital LLC, and references to the experience of our sponsor include the experience of investment professionals of our sponsor; and "we," "us," "company" or "our company" are to Montes Archimedes Acquisition Corp., a Delaware corporation. Each unit consists of one share of our Class A common stock and one-half of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents Our Company We are a newly incorporated blank check company incorporated in July 2020 as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We will seek to capitalize on the more than 50 years of combined investing experience of our Founders, James C. Momtazee and Maria C. Walker. We believe our Founders' distinctive and complementary backgrounds can have a transformative impact on a target business. Although we may pursue targets in any business industry or sector, we intend to focus our investment efforts broadly across the entire health care industry, which encompasses among other things technology-enabled services, biopharmaceuticals, pharmaceutical value chain, medical devices, diagnostics, providers, digital health and consumer health. Investment opportunities will be sourced through the Founders' proprietary and differentiated network built over decades of investing in and growing health care businesses. The company will employ a disciplined and highly selective investment process that focuses on accessing differentiated opportunities through deep relationships with executives, advisors, and intermediaries to enhance the growth potential and value of a target business and provide opportunities for an attractive return to our shareholders. Our Founders Our Founder James C. Momtazee has over 23 years of investment and acquisition experience. He will serve as the Chief Executive Officer and President of our Company and Chairman of the Board of Directors. Mr. Momtazee initially joined KKR & Co., Inc., or KKR, in 1996. He helped form the health care industry group in 2001 and was promoted to Head of the Heath Care Team for the Americas Private Equity platform in January 2009. He was a member of KKR's Americas Private Equity Investment Committee and was Chairman of the Health Care Strategic Growth and the Health Care Royalty & Income Investment Committees. During the period between 2001 and 2019, KKR was one of the most active investors on Wall Street, committing over $50 billion in capital, across the health care sector. The largest of these investments was its $33 billion acquisition of HCA, Inc. in 2006, which at the time, was the largest cash buyout in history. During this same period, KKR made several other notable investments across the health care sector, including: Jazz Pharmaceuticals plc in 2004, PRA Health Sciences, Inc. in 2013, and BridgeBio Pharma, Inc. in 2016. Mr. Momtazee currently serves on the Board of Directors of BridgeBio, PRA Health Sciences (lead independent director), and the Medical Device Manufacturers Association and has previously served on the Board of Directors of multiple other health care companies including Envision Healthcare, Heartland Dental, Ajax Health, Global Medical Response, BrightSpring Health Services, Covenant Surgical Partners, Entellus Medical, Inc. (acquired by Stryker Corporation), EchoNous, Spirox, Inc., Arbor Pharmaceuticals, Lake Region Medical, HCA Healthcare, Jazz Pharmaceuticals, and Alliance Imaging. Four of the companies where Mr. Momtazee had his longest serving Board of Directors roles are summarized below: Jazz Pharmaceuticals plc: Jazz is a biopharmaceutical company focused on developing and commercializing products to treat various unmet medical needs, including narcolepsy, hematology and oncology. Mr. Momtazee served on the company's Board of Directors from February 2004 until January 2014. During that period of time, Jazz went public through an IPO, raising approximately $108 million and placing a valuation of approximately $434 million on the company, and completed four transactions, including the acquisitions of Azur Pharma in 2011 and EUSA Pharma in 2012, the divestiture of its Women's Health business in 2012 and the acquisition of Gentium in 2013. A shareholder who invested in the Series B Prime Preferred Equity financing round in February 2004 at the time Mr. Momtazee joined the Board of Montes Archimedes Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 6770 (Primary Standard Industrial Classification Code Number) 85-1830874 (I.R.S. Employer Identification No.) 724 Oak Grove Suite 130 Menlo Park, CA 94025 (650) 384-6558 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents Directors and held during the entire time of Mr. Momtazee's directorship which ended January 2014 would have achieved an internal rate of return of approximately 25% and a multiple on invested capital return of 9.1x. HCA Holdings, Inc.: HCA is an acute care and health care services company that currently operates 179 hospitals with over 44,000 beds across 20 states and Europe. Mr. Momtazee served on the company's Board of Directors from November 2006, coinciding with HCA's take private transaction, until February 2014. During that period of time, HCA went public through an IPO, raising $4.4 billion and placing a valuation of approximately $17.1 billion on the company, which at the time, represented the largest IPO of a sponsor-backed company in history. A shareholder who invested in HCA in November 2006 when Mr. Momtazee joined the Board of Directors and held during the entire time of Mr. Momtazee's directorship which ended February 2014 would have achieved an internal rate of return of approximately 34% and a multiple on invested capital return of 6.0x. PRA Health Sciences, Inc.: PRA Health is a global contract research organization (CRO) that provides outsourced clinical development services to the biotechnology and pharmaceutical industries. In September 2013, Mr. Momtazee joined PRA Health Sciences' Board of Directors and is currently Lead Independent Director. During this period of time, PRA Health went public through an IPO, raising approximately $351 million and placing a valuation of $1.1 billion on the company, and completed four acquisitions, including CRI Worldwide in 2013, Symphony Health Solutions in 2017, Parallel6 in 2017 and Care Innovations in 2020. A shareholder who invested in PRA Health in September 2013 when Mr. Momtazee joined the Board of Directors and held until June 30, 2020 would have achieved an internal rate of return of approximately 37% and a multiple on invested capital return of 8.3x. BridgeBio Pharma, Inc.: BridgeBio is a clinical biotechnology company focused on developing therapies for Mendelian disease and cancers with clear genetic drivers. The company has a diversified pipeline of more than 20 assets that has been gradually built through internal development, licensing deals and acquisitions. In March 2016, Mr. Momtazee joined BridgeBio's Board of Directors, coinciding with a Series B investment from private investors in BridgeBio, and is currently still a member. During this period of time, BridgeBio went public through an IPO, raising approximately $401 million and placing a valuation of approximately $2.1 billion on the company. A shareholder who invested in the March 2016 Series B Preferred Equity financing round when Mr. Momtazee joined the Board of Directors and held until June 30, 2020, would have achieved an internal rate or return of approximately 86% and a multiple on invested capital return of 14.8x. Our Founder Maria C. Walker has over 30 years of operational and investment experience. She will serve as the Chief Financial Officer of our Company. Most recently, Ms. Walker co-founded, and served as Chief Executive Officer of, Recuerdo Therapeutics, a biotechnology startup that focused on the postponement of Alzheimer's disease. Prior to her time with Recuerdo, Ms. Walker spent the majority of her career with KPMG where, over two separate periods between 1993 to 2000 and 2008 to 2018, she advanced to the role of senior partner and served as a global lead partner of private equity leading a global, cross-functional team of 70+ partners advising a bulge bracket private equity firm. During the time period between 2000 and 2005, Ms. Walker served as the Administrative Partner, Chief Operating Officer and Chief Financial Officer for Forward Ventures, and between 2005 and 2008, she served as the Chief Financial Officer of Lightspeed Venture Partners. At KPMG and as an investment executive, Ms. Walker advised over a dozen public companies on operations, financial reporting, debt and equity offerings, mergers and acquisitions, take public and take private transactions. Ms. Walker currently serves on the Board of Directors of ForgeRock, Inc., a private cyber security company where she also serves as the audit committee Chairman. Ms. Walker has previously served on the Board of Directors of the KPMG Foundation and MedicineNet (acquired by WebMD). Maria C. Walker Chief Financial Officer 724 Oak Grove Suite 130 Menlo Park, CA 94025 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Our Directors Our Founders' unique skills are complemented by our Directors, who bring significant operating experience, acquisition experience and relationships in the health care industry. In addition to Mr. Momtazee, Mr. George Barrett and Dr. Stephen Oesterle are Director Nominees. George Barrett is the former chairman and chief executive officer of Cardinal Health, Inc., a role he held from August 2009 through end of 2017, when he became executive chairman of the board until November 2018. He helped transform Cardinal Health into a global, integrated health care company during his eight-year CEO tenure from August 2009 to December 2017. Prior to joining Cardinal Health, Mr. Barrett spent a decade at global pharmaceutical manufacturer Teva Pharmaceutical Industries Ltd., most recently as president and CEO of its North American business and corporate executive vice president for Global Pharmaceuticals. Mr. Barrett serves on the boards of Target Corporation, Olive, a health care focused artificial intelligence company, and on the advisory board of InStride, a public-benefit corporation that provides workforce education. Additionally, Barrett serves on the boards of Nationwide Children's Hospital and the Children's Hospitals' Solutions for Patient Safety, and the National Academy of Medicine's President's Advisory Council on Healthy Longevity. He is vice chair of the board of trustees of The Conference Board, and a former director of the Federal Reserve Bank of Cleveland. Barrett earned his bachelor's degree from Brown University, and his MBA from New York University. Barrett is an Adjunct Assistant Professor at Columbia University Mailman School of Public Health, a trustee emeritus of Brown University, and a frequent lecturer at other leading American universities on the topics of leadership and health care. Dr. Stephen Oesterle currently serves as a consultant to several private equity and venture capital groups and numerous public operating companies in the health care industry. Previously, Dr. Oesterle served as Medtronic's Senior Vice President for Medicine and Technology and was a member of the Medtronic Executive Committee for 14 years. By forging relationships with global technology partners and technical universities, he oversaw long term internal technology investments while participating in strategic corporate investments in emerging private companies. He also served as a member of the Business Development and Strategy Committee that approved all corporate acquisitions. During his tenure at Medtronic Dr. Oesterle served on more than 20 boards as a director or observer and built a strong and enduring profile for Medtronic in the global venture capital and private equity communities. Prior to joining Medtronic, he was an associate professor at Harvard Medical School and practicing interventional cardiologist. Dr. Oesterle currently serves on the boards of two public companies, Baxter (NYSE: BAX), and Peijia Medical (HKG: 9996) in addition to the board of certain private companies. Dr. Oesterle graduated summa cum laude from Harvard and received his medical degree from Yale; he completed his internship and residency at Massachusetts General Hospital. Following medical school, he completed a fellowship in Interventional Cardiology at Stanford and then served on the faculty at Stanford and Harvard Medical Schools and directed the Invasive Cardiology Services at Massachusetts General Hospital and Stanford. Together, we believe our Directors bring additional expertise that will enhance our ability to identify and execute our initial business combination and may enhance our ability to execute upon various value creation initiatives after successful completion of our business combination. With respect to the above, past experience or performance of our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of future performance. Our management team and their respective affiliates have been involved with a large number of public and private companies in addition to those identified above, not all of which have achieved similar performance levels. See "Risk Factors Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us." No member of our management team has any experience in operating special Copies: Christian O. Nagler, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 Paul D. Tropp, Esq. Michael S. Pilo, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 Tel: (212) 596-9000 Fax: (212) 596-9090 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. Table of Contents purpose acquisition companies. For a complete list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to "Management Conflicts of Interest." Business Strategy Our business strategy is to identify and complete our initial business combination with a company that leverages and complements the experience of our Founders. Our selection process will leverage our Founders and our Directors' broad and deep relationship network, unique industry experiences and deal sourcing capabilities to access a broad set of opportunities. This network has been developed through our Founders' demonstrated success both investing in and creating value in businesses across the health care value chain, resulting in a distinctive set of competitive advantages and capabilities for our platform: Demonstrated track record: a track record of identifying and acquiring multi-billion dollar platforms that have grown significantly in value following IPO; Differentiated sourcing: history of sourcing consistent with 'partner of choice' based on deep relationships with management teams, public and private companies, investors, intermediaries, and financing providers; Deep market access: differentiated insights based on extensive experience investing across the complex health care value chain, supported by bespoke access to experts and advisors within the Founders' network; Value Creation: significant experience deploying a proven value creation toolkit including recruiting world-class talent, identifying value enhancements, delivering operating efficiencies and successfully integrating strategic acquisitions; Public market experience: understanding of public market performance and requirements, including a history of accessing the capital markets across business cycles; Stage flexibility: history of successfully sourcing and investing across company stages: early-stage, growth-stage, and mature private equity; Transaction flexibility: expertise with a full range of transactions: take-privates, secondary private equity deals, transformative add-ons, IPOs, strategic exits; and Partnership approach: ability to attract, enhance, and advise management teams, as they grow and transition from private to public markets Upon completion of this offering, our Founders will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. We believe that our management team is well positioned to identify attractive business combination opportunities with a compelling industry backdrop and an opportunity for growth. We expect to favor potential target companies with certain industry and business characteristics. Key industry characteristics include compelling long-term growth prospects, attractive competitive dynamics and acquisition/consolidation opportunities. Key business characteristics include durability, market leadership, innovation, and focus on strong business performance through cycles. We intend to acquire companies that serve a critical role in the health care ecosystem. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price Per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one Class A common stock, $0.0001 par value, and one-half of one redeemable warrant(2) 57,500,000 Units $10.00 $575,000,000 $74,635.00 Class A common stock included as part of the units(3) 57,500,000 Shares (4) Redeemable warrants included as part of the units(3) 28,750,000 Warrants (4) Total $575,000,000 $74,635.00 (1)Estimated solely for the purpose of calculating the registration fee. (2)Includes 7,500,000 units, consisting of 7,500,000 Class A common stock and 3,750,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3)Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions. (4)No fee pursuant to Rule 457(g). The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that: serve a critical role in the health care ecosystem; are family or founder-owned, venture or investor-backed, or corporate divestitures; are growth-oriented companies led by outstanding teams within their sectors; have durable revenue or the potential to develop a durable revenue base; drive innovation in their product or service offering; would benefit from the Founders' and Directors' network and expertise including acquisition strategy, capital structure optimization, and/or operational enhancements to drive growth; would benefit from being a public company by utilizing the broader access to capital; and can deliver attractive risk-adjusted returns for our shareholders across business cycles. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. Health Care Market Opportunity We believe the health care sector represents an attractive target market given the industry's size, breadth and prospects for growth, and allows us to capitalize on the broad and unique investing experience of our management team. In addition, the COVID-19 global pandemic has significantly altered the health care services paradigm, and given this dislocation, we believe further opportunities are likely to be created. We believe the health care industry is attractive for a number of reasons: Large and Growing Market Opportunity. The health care industry represents a large target market. According to the Center for Medicare and Medicaid Services, total U.S. national health expenditure is projected to exceed $3.5 trillion in 2019, and total health care spending is projected to grow at a 5.5% CAGR through 2027, approaching approximately 20% of total U.S. Gross Domestic Product. This pace of growth is projected to continue over the years to come, driven by favorable trends including an aging population, increased prevalence of chronic disease and improved access to health care. Favorable Macroeconomic Trends. Despite global economic pressure as a result of COVID-19, total health care expenditure has continued to grow at a pace substantially above the rate of inflation. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 28, 2020 PRELIMINARY PROSPECTUS Montes Archimedes Acquisition Corp. $500,000,000 50,000,000 Units Montes Archimedes Acquisition Corp. is a newly incorporated blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Although we may pursue targets in any industry, we intend to initially focus our search on identifying a prospective target business in health care ecosystem. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 7,500,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described herein. If we have not completed an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Patient Square Capital LLC, has agreed to purchase 12,000,000 warrants (or 13,500,000 warrants if the underwriters' over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a price of $1.00 per warrant, in a private placement to occur concurrently with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Our sponsor owns 14,375,000 shares of our Class B common stock (up to 1,875,000 shares of which are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised) which will automatically convert into shares of our Class A common stock at the time of our initial business combination as described herein. Prior to our initial business combination, only holders of shares of our Class B common stock will be entitled to vote on the appointment of directors. Currently, there is no public market for our units, shares of our Class A common stock or warrants. We intend to apply to list our units on the Nasdaq Capital Market, or Nasdaq ("Nasdaq"), under the symbol "MAACU" on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the Nasdaq. We expect the shares of our Class A common stock and warrants comprising the units will begin separate trading on the Nasdaq under the symbols "MAAC" and "MAACW," respectively, on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the underwriters inform us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the "SEC"), containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. We are an "emerging growth company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 38 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $500,000,000 Underwriting discounts and commissions(1) $0.55 $27,500,000 Proceeds before expenses, to us $9.45 $472,500,000 (1)Includes $0.35 per unit, or $17,500,000 in the aggregate (or up to $20,125,000 in the aggregate if the underwriters' over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also "Underwriting" for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $500,000,000, or $575,000,000 if the underwriters' over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company, acting as trustee, and $2,000,000 will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released until the earliest to occur of: (a) the completion of our initial business combination; (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to stockholders' rights or pre-initial business combination activity; and (c) the redemption of all of our public shares if we have not completed our business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Book-running Managers Citigroup Jefferies Table of Contents Growth is projected to continue, spurred by an aging population, increased prevalence of chronic disease, and improved access to health care. Although, near-term market impacts of COVID-19 remain volatile and continue to evolve, pent-up demand for U.S. health care services including both elective and non-elective visits are widely expected to drive increased volumes. This insulated and evolving market has offered well-positioned health care companies the opportunity to find success in the short and long term. Expansive Universe of Targets. We intend to focus our investment effort broadly across the health care industry. We believe that our investment and operating expertise in health care across multiple industry verticals will give us a large, addressable universe of potential acquisition and consolidation opportunities. The number of private companies in the health care industry is significant, with over 55,000 firms focused on various sub-sectors of the health care value chain in the U.S. alone. The diversity of the target universe and the number of largely uncorrelated sub-sectors maximizes that likelihood that the management team will be able to identify and execute an attractive transaction. Unique Expertise Required to Invest in HealthCare. Our management team believes that the complexity of the health care industry acts as a barrier to entry, requiring investors to have significant sector-specific knowledge and expertise to identify and appropriately analyze investment opportunities. Technical operational knowledge, an understanding of the reimbursement environment and regulatory landscape, complex valuation methodologies, specialized accounting treatments and regulatory and political considerations may deter competition. We are able to leverage past experience to bifurcate value generating opportunities from over-inflated assets during times of volatility and uncertainty. Our management team has made numerous successful investments across the health care landscape, and we have established ourselves as keen market participants. We intend to capitalize on these trends, and the experience and ability of our management team, by acquiring platforms in one of more of the following health care sub-sectors: Technology enabled services. One of the fastest growing in health care, this sector includes technology and services that support providers and/or payers, including facilitating risk based payment models, revenue cycle management (RCM), and payment integrity. These services may be provided on a contracted basis and serve a critical business role for their customers. During Mr. Momtazee's tenure on the Board of Directors of HCA, the company developed one of the industry's leading RCM platforms, Parallon, that annually collects more than $51 billion interacts with 49 million patients. Biopharmaceuticals. Large and growing market focused on the development and manufacture of potential lifesaving and life enhancing therapies for patients. According to EvaluatePharma, global prescription pharmaceutical sales are expected to grow from approximately $875 billion in 2019 to approximately $1.2 trillion in 2024 driven by population growth, increasing life expectancy, emerging markets growth and rapid innovation. Since Mr. Momtazee joined the Board of Directors of BridgeBio in 2016, the company has increased its product pipeline from three programs to over 20, ranging from early discovery to late-stage development. In addition, during Mr. Momtazee's tenure on the Board of Directors of Jazz Pharmaceuticals, the company completed four transformational transactions with 18 months that helped drive over 190% growth in the company's stock price. Pharmaceutical value chain. Broad market that that is critical to the pharmaceutical value chain, from development to distribution, including contract research organizations (CRO), contract development and manufacturing organizations (CDMO), life science tools, distributors and other outsourced services. Mr. Momtazee previously served on the Board of Directors of PharMerica, a leading full-service pharmacy specializing in patients with chronic conditions, and currently serves on the Board of Director of PRA Health, a leading CRO. Table of Contents Medical devices, supplies and diagnostics. Collectively, the Business Research Company estimates that the market has reached a value of approximately $455 billion in 2019 and is expected to grow to approximately $605 billion in 2023 driven primarily by innovation that has led to significant extension of, and improvement in, patients' lives. In addition, the demand for rapid and accurate diagnostic testing has increased dramatically due to the COVID-19 pandemic and acceleration in novel drug development. Our team has a wealth of knowledge in this sub-sector developed through decades of held leadership positions, including Mr. Momtazee who served on the Boards of Directors of Spirox, Entellus Medical and Ajax Health, and was involved in each of their acquisitions by larger strategic buyers. Health Care Providers. Hospitals and clinics, physicians and other health practitioners, residential substance abuse and mental health facilities, and all other ambulatory health care services, which collectively form the backbone of the health care delivery system. Growth across this sector is primarily driven by the rapid increase in the size of elderly populations, strong economic growth in emerging markets, reform of health insurance offerings and a heightened desirability for home care and remote monitoring, accelerated in part by behavioral changes due to the COVID-19 pandemic. Our Founders have significant experience across various health care provider investments, including HCA Healthcare, Envision Healthcare, Global Medical Response, Covenant Surgical Partners, BrightSpring Health Services, and Alliance Imaging. Digital and Consumer Health. High-growth market driven by the increasing adoption of services and technology that expand care delivery and improve health outcomes, combined with improved visibility into reimbursements, a direct result of COVID-19 related legislation. In addition, health care consumers have become more focused on consumer driven health care applications that provide a greater emphasis on patient experience, information and decision making. During Mr. Momtazee's tenure on the Board of Directors of PRA Health, the company entered into a global partnership with, and subsequently acquired, Care Innovations, a provider of digital remote patient management services. Initial Business Combination Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion with respect to the satisfaction of such criteria from an independent investment banking or an independent valuation or accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as Table of Contents amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Our Acquisition Process We will craft a priority list of companies based on the acquisition criteria above. These companies will primarily be sourced through the Founders' extensive network of privileged relationships. Sourcing will be enhanced through our long-standing relationships with management teams, investment firms, and intermediaries. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with management, document reviews, primary research, policy research, on-site visits, and a review of financial and other information about the target and its industry. We will lean heavily upon the decades of our management team's experience conducting diligence on a broad set of private and publicly held health care companies. This experience allows management to quickly focus on the key, material investment drivers and reach the most insightful experts for the issue(s) at hand. Each of our Directors and Officers will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such Officers and Directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such Table of Contents Officers and Directors was included by a target business as a condition to any agreement with respect to our initial business combination. Certain of our Officers and Directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such Officer or Director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such Officer's and Director's fiduciary duties under Delaware law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that we renounce our interest in any business combination opportunity offered to any Director or Officer unless such opportunity is expressly offered to such person solely in his or her capacity as a Director or Officer of the company and it is an opportunity that we are able to complete on a reasonable basis. Corporate Information Our executive offices are located at 724 Oak Grove, Suite 130, Menlo Park, CA 94025 and our telephone number is 650 384-6558. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the Market Value (as defined below) of our Class A common stock that is held by non-affiliates equals or exceeds $700.0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to "emerging growth company" will have the meaning associated with it in the JOBS Act Additionally, we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001819313_twc-tech_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001819313_twc-tech_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..78fa4f51dc5e152f8d243748ad3427e43a660da4
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001819313_twc-tech_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to our certificate of incorporation to be in effect upon the completion of this offering; common stock are to our Class A common stock and our Class B common stock; completion window is the period following the completion of this offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions and as further described herein. The completion window ends 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering; directors are to our directors and director nominees; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of such securities; forward purchasers are to several institutional accredited investors, some of which may be members of our sponsor, with which we will enter into the forward purchase agreements; forward purchase agreements are to several forward purchase agreements providing for the sale of forward purchase shares by us to the forward purchasers in a private placement that will close concurrently with the closing of our initial business combination; forward purchase shares are to shares of our Class A common stock to be sold as part of the forward purchase agreements; founder shares are to shares of our Class B common stock and the shares of our Class A common stock issued upon the automatic conversion thereof at the time of our initial business combination as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares immediately prior to this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our officers and directors; permitted withdrawals means amounts withdrawn to fund our working capital requirements, subject to an annual limit of $500,000, and/or to pay our taxes; Private Placement are to a subscription of 8,666,667 warrants (or 9,716,667 warrants in the aggregate if the underwriters option to purchase additional units is exercised in full) at a price of $1.50 per warrant ($13,000,000 in the aggregate, or $14,575,000 in the aggregate if the underwriters option to purchase additional units is exercised in full) by our sponsor in a private placement that will close simultaneously with the closing of this offering; 1 private placement warrants are to the warrants issued to our sponsor in the Private Placement; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a public stockholder shall only exist with respect to such public shares; sponsor are to TWC Tech Holdings II, LLC, a Delaware limited liability company and an affiliate of certain of our officers and directors; True Wind Capital are to True Wind Capital Management, L.P., an affiliate of certain of our officers and directors; underwriters option to purchase additional units are to the underwriters 45-day option to purchase up to an additional 7,875,000 units to cover over-allotments, if any; warrants are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and the private placement warrants; warrant exercise date are to the date on which the warrants will become exercisable, which is the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering; warrant expiration date are to the date on which the warrants expire, which is five years after the completion of our initial business combination or earlier upon redemption or liquidation; and we, us, company or our company are to TWC Tech Holdings II Corp., a Delaware corporation. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their option to purchase additional units and the forfeiture by our sponsor of 1,968,750 founder shares. General We are a newly incorporated blank check company formed as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. True Wind Capital, a technology-focused private investment firm, is our advisory platform. Our Chief Executive Officer, Mr. Adam H. Clammer, and our Chairman, Mr. James H. Greene, Jr., are the founding partners of True Wind Capital. We intend to capitalize on the ability of our management team and the broader True Wind Capital platform to identify, acquire, and operate a business in the technology and technology-enabled services sectors that may provide opportunities for attractive long-term risk-adjusted returns, though we reserve the right to pursue an acquisition opportunity in any business or industry. True Wind Capital True Wind Capital is a San Francisco-based private equity firm managing $1 billion as of March 2020 that is focused on investing in leading technology companies with a broad mandate including software, financial technology, industrial technology, healthcare IT, internet, semiconductors, and IT services. True Wind Capital is a value-added partner, providing support and expertise that is rooted in its teams 75+ years of collective investing experience. True Wind Capital currently has a team of 15 full-time investment professionals with deep technology investing expertise. We will utilize True Wind Capital s platform to provide access to its team, deal prospects, and network, along with any necessary resources to aid in the identification, diligence, and operational support of a target for the initial business combination. We have not entered into any agreements with True Wind Capital, and there will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other 2 compensation paid by us to True Wind Capital or any of its affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination (regardless of the type of transaction that it is). True Wind Capital was instrumental in launching Nebula Acquisition Corporation ( Nebula ), a special purpose acquisition company that completed its initial public offering in January 2018 in which it sold 27,500,000 units, each consisting of one share of Nebula common stock and one-third of one warrant to purchase one share of Nebula common stock for an offering price of $10.00 per unit, generating aggregate proceeds of $275,000,000. True Wind Capital sourced several acquisition targets for Nebula, which completed a business combination in June 2020 with Open Lending, a provider of lending enablement and risk analytics solutions to financial institutions. In addition to the proceeds from the initial public offering, Nebula contributed another $200 million in proceeds from a private placement completed at the time of the initial business combination. Open Lending s common shares trade on Nasdaq under the symbol LPRO. Business Strategy Our business strategy is to utilize True Wind Capital s existing investment identification and evaluation platform to identify and complete our initial business combination with a company that our management believes, with proper utilization of our network and experience, has a compelling potential for value creation through our involvement. The True Wind Capital team will leverage their vast investment experience, deep network and technology industry expertise to identify and generate attractive acquisition opportunities among technology companies with overall transaction values between $1.0 billion and $10.0 billion. To the extent the purchase price for any acquisition to be paid in cash exceeds the net proceeds available to us, we may issue debt or equity to consummate the acquisition. Such additional financing may come in the form of bank financings or preferred equity, common equity or debt offerings or a combination of the foregoing. We believe True Wind s experience and track record, along with its disciplined direct sourcing and thematic research approach, are particularly differentiated, and will enable us to successfully identify and execute an initial business combination. We will leverage True Wind Capital s extensive network of relationships, ranging from senior executives at public and private companies to financial advisory firms around the globe, to assist in the identification of a target for the initial business combination. True Wind Capital intends to dedicate its time and resources to conduct diligence in an effort to complete an initial business combination. True Wind Capital and our management team has experience in: Operating companies, setting and changing strategies, and identifying, mentoring and recruiting exceptional talent; Developing and growing companies, both organically and through strategic transactions and acquisitions, and expanding the product range and geographic footprint of a number of target businesses; Investing in leading private and public technology companies to accelerate their growth and maturation; Sourcing, structuring, acquiring, and selling businesses; Accessing the capital markets, including financing businesses and helping companies transition to public ownership; and Fostering relationships with sellers, capital providers and target management teams. Market Opportunity We intend to pursue opportunities with private, high-growth, and high-quality technology companies with an overall transaction value between $1.0 billion and $10.0 billion. Given our management team s extensive and diverse technology investing experience, we will seek opportunities in software, hardware, and tech-enabled services businesses across a range of different sectors and end-markets. Furthermore, we will be open to combining with businesses that are owned by founders and minority investors, private equity firms, and family-owned businesses. Private technology companies are at the forefront of innovation and have been driving disruption in legacy industries at an unprecedented pace, creating brand new markets and business models in the process. We believe that as these companies continue to scale, their addressable markets continue to expand, and they reach financial maturity, they will make fundamentally attractive long-term investments that will drive shareholder value creation. We believe that our mandate will provide us with a broad pool of potential opportunities to complete an initial business combination with. 3 There has been a significant increase in the amount of capital available and deployed in private markets in recent years, not only from traditional venture capital firms but also other types of investors including hedge funds, mutual funds, and sovereign wealth funds. This has not only driven private technology company valuations higher but has resulted in them staying private longer as these companies now have greater access to growth capital and liquidity that the traditional IPO process has typically provided. We estimate that there are over 400+ private technology companies globally with a valuation, as of the last round of financing, in excess of $1 billion, which is more than double the number from four years prior. However, we believe that there are significant benefits to companies from being publicly traded at a certain stage of their development. These include increased brand awareness and development, the ability to create acquisition currency to pursue inorganic growth, and increased access to capital markets. We believe that combining with a blank check company, especially one with a management team with extensive technology investing experience, will inherently be an attractive mechanism to go public. Given the current volatility experienced in both the stock market and debt capital markets as a result of the COVID-19 pandemic, it has become increasingly difficult for high-quality businesses that want to go public to do so on favorable terms. First, a traditional IPO process is inherently an inefficient mechanism for price discovery as pricing and terms of an offering remain unknown until the day of pricing of the offering, resulting in uncertainty of proceeds and valuation. Second, the traditional IPO book-build process can result in allocation decisions that leave companies with sub-optimal or short-term focused investors that further drive volatility and hinder management s ability to drive long-term shareholder value creation. Furthermore, the nature of the IPO process, including sizeable regulatory requirements and document drafting, selection of underwriters, and investor roadshows and engagements, serves as an expensive distraction to management from the day-to-day operations of their business, especially in the current COVID-19 environment. We believe blank check companies provide a transparent and efficient mechanism to go public due to their ability to finalize terms of a transaction with a target prior to public disclosure and provide companies with a stable base of long-term focused investors that have conducted significant due diligence. Our previous involvement with Nebula and its combination with Open Lending (NASDAQ: LPRO), and our management team s collective 50+ years of technology investing experience, will provide us with significant differentiation in looking for combination opportunities compared to other technology-focused blank check companies. Investment Criteria We will seek to identify companies that have compelling growth potential and a combination of the following characteristics. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire companies or assets that we believe have the following attributes: Large and growing market. We will focus on investments in industry segments that we believe demonstrate attractive long-term growth prospects and reasonable overall size or potential; Attractive, inherently profitable business with high operating leverage. We will seek to invest in companies that we believe possess not only established business models and sustainable competitive advantages, but also inherently profitable unit economics; Strong management teams. We will spend significant time assessing a company s leadership and personnel and evaluating what we can do to augment and/or upgrade the team over time if needed; Opportunity for operational improvements. We will seek to identify businesses that we believe are stable but at an inflection point and would benefit from our ability to drive improvements in the company s processes, go-to-market strategy, product or service offering, sales and marketing efforts, geographical presence and/or leadership team; Differentiated products or services. We will evaluate metrics such as recurring revenues, product life cycle, cohort consistency, pricing per product or customer, cross-sell success and churn rates to focus on businesses whose products or services are differentiated or where we see an opportunity to create value by implementing best practices; Compelling growth prospects. We view growth as an important driver of value and will seek companies whose growth potential can generate meaningful upside; 4 Minimal technology risk. We will seek to invest in companies that have established market-tested product or service offerings; and Appropriate valuations. We will seek to be a disciplined and valuation-centric investor that will invest on terms that we believe provide significant upside potential with limited downside risk. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our Management Team Our management team is led by our Chief Executive Officer, Mr. Clammer, and our Chairman, Mr. Greene, who are also the founding partners of True Wind Capital, who have worked together for over twenty years and who, collectively, have more than 50 years of private equity investing experience. We believe that they constitute one of the longest standing and most successful partnerships in technology private equity investing. Prior to founding True Wind Capital, Mr. Clammer and Mr. Greene were founding partners of the Kohlberg Kravis Roberts & Co. ( KKR ) Global Technology Group in 2004. At KKR, Mr. Clammer and Mr. Greene played a major role in over 30 platform investments with total transaction values in excess of $75 billion and more than $15 billion of invested equity, and were involved in investments across geographies, through a variety of different structures and amidst diverse economic cycles. These investments included some of the largest and most complex private equity deals in the technology industry. Success at this level requires the highest degree of diligence, financial and market analyses, process management, structuring abilities, operational knowhow and investment acumen. As pioneers in the technology private equity industry, Mr. Clammer and Mr. Greene were required to build the KKR platform organically. This included: (i) building an exceptional investment team; (ii) creating and fostering relationships with industry leaders and bankers; (iii) formulating and executing new investment theses; (iv) developing and refining due diligence processes appropriate for highly technical businesses and markets; and (v) building networks of operating executives and knowledgeable advisors to rely on for investment input and portfolio management support. More recently, and without the benefit of the KKR brand, Mr. Clammer and Mr. Greene launched True Wind Capital, creating another exceptional team and raising a $558 million first time fund. Since the final close in January 2017, True Wind Capital has completed investments in six technology platforms and numerous add-on acquisitions across a range of structures and types including leveraged buyouts, management buyouts, growth equity, PIPEs, public-take-privates, and carve-outs. Our management team is supported by True Wind Capital s team of investment professionals who each have meaningful technology-related private equity and growth equity investing experience and possess extensive experience in corporate finance, mergers and acquisitions, equity and debt capital markets, strategic consulting, and operations. We believe that True Wind Capital s operating expertise, transaction experience, and relationships will provide us with a substantial number of attractive potential business combination targets. See the section of this prospectus entitled Management for a more complete description of our management team s experience. The past performance of our management team or of True Wind Capital is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical record of our management s performance as indicative of our future performance. Our Acquisition Process True Wind Capital believes that conducting comprehensive due diligence on prospective investments is particularly important within the technology industry. We will utilize the diligence, rigor, and expertise of True Wind Capital s platform to evaluate potential targets strengths, weaknesses, and opportunities to identify the relative risk and return profile of any potential target for our initial business combination. Given our management 5 team s extensive tenure investing in technology companies, we will often be familiar with the prospective target s end-market, competitive landscape and business model. In evaluating a prospective initial business combination, we expect to conduct a thorough diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, financial analyses and technology reviews, as well as a review of other information that will be made available to us. We are not prohibited from pursuing an initial business combination with a company that is affiliated with True Wind Capital, our sponsor, our officers, or our directors, subject to certain approvals and consents. In the event we seek to complete our initial business combination with a company that is affiliated with True Wind Capital, our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to us from a financial point of view. Currently, we are not aware of an affiliate of True Wind Capital that would make a suitable target for our initial business combination. Members of our management team may directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific targets for an initial business combination selected. Our officers and directors have not contacted nor had any discussions with possible target businesses in which they directly or indirectly proposed or encouraged a potential target to consider a possible combination with us. Certain of our officers and directors are employed by or affiliated with True Wind Capital. True Wind Capital is continuously made aware of potential investment opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to a business combination transaction with any prospective target business. As described in Proposed Business Sourcing of Potential Business Combination Targets and Management Conflicts of Interest, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination. Our sponsor, officers, directors, and True Wind Capital may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers, directors and True Wind Capital could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. In connection with the consummation of this offering, we will enter into forward purchase agreements with the forward purchasers that will provide for the aggregate purchase of at least $100,000,000 of Class A common stock at $10.00 per share, in a private placement that will close concurrently with the closing of our initial business 6 combination. The forward purchasers commitments under the forward purchase agreements are subject to certain conditions, as described herein. The obligations under the forward purchase agreements will not depend on whether any shares of Class A common stock are redeemed by our public stockholders. The forward purchasers will not receive any shares of Class B common stock or warrants as part of the forward purchase agreements; these shares will be identical to the shares of Class A common stock included in the units being sold in this offering, except that the forward purchase shares will be subject to certain transfer restrictions and have certain registration rights, as described herein. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Our amended and restated certificate of incorporation will require the affirmative vote of a majority of our board of directors, which must include a majority of our independent directors, to approve our initial business combination (or such other vote as the applicable law or stock exchange rules then in effect may require). We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement warrants, and, 7 as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy redemptions by public stockholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following the consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. Prior to the date of this prospectus, we will file a registration statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Our executive offices are located at Four Embarcadero Center, Suite 2100, San Francisco, CA 94111, and our telephone number is (415) 780-9975. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to invest in our securities. 8 The Offering
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001819399_tpg-pace_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001819399_tpg-pace_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a14ba47f978d11b190ab2054f04aa9ca06007ed6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001819399_tpg-pace_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: additional forward purchase securities are to the additional forward purchase shares and the additional forward purchase warrants and Class A ordinary shares underlying the additional forward purchase warrants; additional forward purchase shares are an aggregate of 5,500,000 Class A ordinary shares (or such greater amount as determined by mutual agreement of the company and the additional forward purchasers) that we expect the additional forward purchasers will purchase pursuant to additional forward purchase agreements; additional forward purchase warrants are an aggregate of 1,000,000 warrants (or such greater amount as determined by mutual agreement of the company and the additional forward purchasers) that we expect the additional forward purchasers will purchase pursuant to additional forward purchase agreements; additional forward purchasers are to other third parties; amended and restated memorandum and articles of association are to our memorandum and articles of association to be in effect upon completion of this offering; Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in connection with our initial business combination including but not limited to a private placement of equity or debt; forward purchase agreements are to the original forward purchase agreement and additional forward purchase agreements. forward purchase securities are to the forward purchase shares; and the forward purchase warrants and Class A ordinary shares underlying the forward purchase warrants; forward purchase shares are to the aggregate 5,000,000 Class A ordinary shares that TPG will have committed to purchase pursuant to the original forward purchase agreement; forward purchase warrants are to the aggregate 1,000,000 warrants that TPG will have committed to purchase pursuant to the original forward purchase agreement; forward transferees are to any third party to which TPG transfers any portion of its obligation to purchase the forward purchase securities under the original forward purchase agreement; founder shares are to our Class F ordinary shares initially purchased by our sponsor in a private placement prior to this offering and, unless the context otherwise requires, our Class A ordinary shares issued upon conversion thereof as provided herein; initial business combination redemption election time are to the time at which holders of our Class A ordinary shares have elected to redeem any Class A ordinary shares in connection with our initial business combination; Table of Contents If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents initial shareholders are to holders of our founder shares prior to this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our officers and directors; ordinary shares are to our Class A ordinary shares and our Class F ordinary shares, collectively; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares; redeemable warrants are to our warrants included in the units issued in this offering and, for the avoidance of doubt, the term redeemable warrants does not include the forward purchase warrants, additional forward purchase warrants or the private placement warrants; sponsor are to TPG Pace Beneficial Finance Sponsor, Series LLC, a Delaware series limited liability company and an affiliate of TPG; TPG are to TPG Global, LLC, a Delaware limited liability company and its affiliates; warrants are to redeemable warrants, private placement warrants, forward purchase warrants and additional forward purchase warrants; and we, us, company, TPGY or our company are to TPG Pace Beneficial Finance Corp., a Cayman Islands exempted company. working capital warrants are to any warrants that may be issued upon conversion of working capital loans. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fifth of one redeemable warrant. Each whole redeemable warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole redeemable warrants are exercisable. No fractional redeemable warrants will be issued upon separation of our redeemable warrants, no cash will be paid in lieu of fractional redeemable warrants and only whole redeemable warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole redeemable warrant. All references in this prospectus to shares of the company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class F ordinary shares described in this prospectus will take effect as a redemption of Class F ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 5, 2020 PRELIMINARY PROSPECTUS $350,000,000 TPG Pace Beneficial Finance Corp. 35,000,000 Units TPG Pace Beneficial Finance Corp. is a newly organized blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share, par value $0.0001 (the Class A ordinary shares ) and one-fifth of one redeemable warrant (the redeemable warrants ). Each whole redeemable warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole redeemable warrants are exercisable. We have also granted the underwriters a 45-day option to purchase up to an additional 5,250,000 units to cover over-allotments, if any. Prior to this offering, we have entered into a forward purchase agreement (the original forward purchase agreement ) with an affiliate of TPG Global, LLC, a Delaware limited liability company (together with its affiliates, TPG ). Pursuant to the forward purchase agreement, TPG has agreed to purchase an aggregate of 5,000,000 Class A ordinary shares, at a price of $10.00 per Class A ordinary share (the forward purchase shares ), plus an aggregate of 1,000,000 warrants to purchase one Class A ordinary share at $11.50 per share (the forward purchase warrants and, together with the forward purchase shares, the forward purchase securities ), for an aggregate purchase price of $50,000,000. TPG s obligation to purchase the forward purchase securities may be transferred, in whole or in part to certain third parties (the forward transferees ), provided that upon such transfer the forward transferees assume the rights and obligations of TPG. As an inducement to a transferee that is not an affiliate of TPG to assume TPG s obligation to purchase the forward purchase securities, we may agree to issue on a case-by-case basis to such transferee at the time of the forward purchase, in addition to the forward purchase securities, an additional number of Class A ordinary shares equal to 10% of the forward purchase shares purchased by such transferee, or up to an aggregate of 500,000 additional Class A ordinary shares, for no additional cash consideration, potentially lowering the effective purchase price of the forward purchase shares to approximately $9.09 per Class A ordinary share. In addition, the sponsor shall forfeit a number of Class F ordinary shares equal to such additional amount of Class A ordinary shares issued to such transferee, or up to an aggregate of 500,000 Class F ordinary shares, at the time of the forward purchase. We also have entered into additional forward purchase agreements (the additional forward purchase agreements ) which provide that other third parties (the additional forward purchasers ) have agreed to purchase an aggregate of 5,500,000 Class A ordinary shares, at a price of approximately $9.09 per Class A ordinary share (the additional forward purchase shares ), plus an aggregate of 1,000,000 warrants to purchase one Class A ordinary share at $11.50 per share (the additional forward purchase warrants and, together with the additional forward purchase shares, the additional forward purchase securities ), for an aggregate purchase price of approximately $50,000,000. In connection with the additional forward purchase agreements, the sponsor shall forfeit 500,000 Class F ordinary shares at the time of the additional forward purchase. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares throughout this prospectus, subject to the limitations described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, TPG Pace Beneficial Finance Sponsor, Series LLC, a Delaware series limited liability company and an affiliate of TPG (which we refer to as our sponsor throughout this prospectus) has committed to purchase an aggregate of 6,000,000 private placement warrants (or 6,700,000 private placement warrants if the underwriters over-allotment option is exercised in full) at a price of $1.50 per warrant (approximately $9,000,000 in the aggregate or approximately $10,050,000 in the aggregate if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each private placement warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as provided herein. Table of Contents Our Company We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We are focused on sponsoring the public listing of a company that combines attractive business fundamentals with, or with the potential for strong environmental, social and governance ( ESG ) principles and practices through a business combination. We expect to be listed on the NYSE with the ticker TPGY. The concept of ESG investing is growing in significance amongst both institutional and retail investors. The practice of ESG investing began as socially responsible investing with investors excluding stocks or entire industries from their portfolios based on business activities such as tobacco production. Today, ethical considerations and alignment with values remain common motivations of many ESG investors, but according to MSCI Research, the field is rapidly growing and evolving, as many investors look to incorporate ESG factors into the investment process alongside traditional financial analysis. We believe that ESG focused investing in the public markets is still at an early stage of development and has the potential for tremendous growth going forward. In our view, however, both companies and public market investors frequently struggle with the most effective ways to track, measure and value the benefit of ESG initiatives. We are confident that we can systematically help both companies and investors achieve their ESG goals. Our sponsor is an affiliate of TPG. While we may pursue an acquisition opportunity that does not fit within the mandates of relevant TPG funds in any business industry, sector or location, we intend to capitalize on the ability of our management team to identify, acquire and operate a business that could benefit from a hands-on lead shareholder who can identify and implement improvements and to help maximize the impact of its ESG principles and practices. Our management team has extensive experience in identifying and executing such full potential acquisitions in both North America and Europe and has done so successfully across a broad range of sectors. In addition, our management has significant hands-on experience working with private companies to prepare them to successfully execute an initial public offering and deliver expected results while serving as active owners/directors who work closely with these companies to continue their transformations and help create value in the public markets. Additionally, while prior success is no guarantee of future performance, we believe our experience in successfully closing three SPAC transactions provides investors and companies alike with significant confidence in our execution capabilities. TPG has had a long-standing commitment to fostering ESG performance in its portfolio. Ensuring positive ESG outcomes is a central tenet of how and why TPG invests. Accordingly, all of the firm s senior investment professionals consider ESG impacts alongside financial returns throughout all phases of the investment process. Recognizing the growing importance of fact-based, actionable assessments of environmental and social risks and opportunities across all stages of the investment process, TPG elected in 2018 to build and incubate a state-of-the-art capability focused on data-driven decision making related to environmental and social impacts, known as Y Analytics. Led by its Chief Executive Officer Maryanne Hancock, Y Analytics conducts impact assessments for every investment in TPG s impact investing platform, The Rise Fund, which is the world s largest impact fund. Y Analytics also leads ESG performance assessments across TPG s broader portfolio. Additionally, Y Analytics has worked with non-TPG investors and financial institutions, including in the public markets. Y Analytics has become a distinctive capability in the ESG investing marketplace, leveraging research- and fact-based insights to generate value-centric ESG performance insights in all phases of the investment process. Unlike outside-in ratings agencies, Y Analytics impact assessments provide transparent and actionable decision Table of Contents On August 12, 2019, our sponsor purchased 20,000,000 Class F ordinary shares, and prior to this offering, our sponsor expects to surrender 9,937,500 Class F ordinary shares for no consideration (up to 1,312,500 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). We refer to these Class F ordinary shares as the founder shares throughout this prospectus. The Class F ordinary shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. Holders of the Class F ordinary shares will have the right to appoint all of our directors prior to our initial business combination. On any other matter submitted to a vote of our shareholders, holders of the Class F ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law or the applicable rules of the New York Stock Exchange (the NYSE ) then in effect. Currently, there is no public market for our units, Class A ordinary shares or redeemable warrants. We will apply to have our units listed on the NYSE, under the symbol TPGY.U on or promptly after the date of this prospectus. The Class A ordinary shares and redeemable warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Barclays Capital Inc. (the Representatives ) inform us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and redeemable warrants will be listed on the NYSE under the symbols TPGY and TPGY WS, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 41 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. Per Unit Total Public offering price $ 10.00 $ 350,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 19,250,000 Proceeds, before expenses, to us $ 9.45 $ 330,750,000 (1) Includes $0.35 per unit, or $12,250,000 (or up to $14,087,500 if the underwriters over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $350,000,000 or $402,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. TPG Capital BD, LLC is acting as our financial advisor in connection with this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Deutsche Bank Securities J.P. Morgan Barclays Northland Capital Markets Siebert Williams Shank , 2020 Table of Contents tools based on a company s real data rather than broad sector-based assumptions or disclosures. By estimating an impact return on investment for companies and their capital, they enable superior investment selection, improved decision making and outcomes during the investment period and better preparedness for and execution of ESG ratings disclosures. We believe that leveraging the Y Analytics approach during the due diligence efforts and aligning the key ESG initiatives into our typical value creation plan framework will lead to enhanced investor understanding of our ESG efforts and allow decisions to be made on data not just instinct. We will leverage these capabilities to screen, select and provide the leadership team of a target company with a clear, evidence-based target to drive significant environmental and social impacts alongside market-rate financial returns. We believe that leveraging Y Analytics Powered by YTM decision tools will provide the target company with an actionable roadmap to environmental or social value creation that will be better understood and rewarded by the marketplace. We believe we are uniquely positioned to pursue a business combination with a promising company that is making a positive ESG impact as well as to help strong companies more fully-optimize their ESG initiatives. Our team is comprised of experienced investors and operators with over 50 years of combined investment, transactional and senior management experience. Additionally, our relationship with TPG gives us advantaged insights into promising companies and potential transactions due to our profile of being leading impact investors with our affiliate The Rise Fund. We believe we are the only SPAC sponsor targeting ESG companies to have these sourcing and investment insight advantages in addition to our experience of successfully leading three companies into the public markets through the SPAC process. We believe that our management team is well positioned to identify attractive risk-adjusted returns in the marketplace and that our contacts and transaction sources, ranging from industry executives, private owners, private equity funds and investment bankers, in addition to the extensive global industry and geographical reach of our affiliates, will enable us to pursue a broad range of attractive opportunities. Our management team believes that its ability to identify and implement value creation initiatives and to articulate that plan to investors has been an essential driver of past performance and will remain central to its differentiated sourcing strategy. We are also confident that we can help companies accelerate the impact of their ESG initiatives. Following several quarters of depressed mergers and acquisition activity as well as below-normal initial public offering market levels over the last two years, we expect an above average set of opportunities arising from assets held by private-equity funds, the venture community, founder and family owned businesses, as well as select divisions of public companies that we will find attractive. Our affiliation with TPG and its private equity, growth equity and impact investing business units significantly increases our reach and comprehension of attractive companies. Our Non-Executive Chairman and Director, Karl Peterson, has more than 25 years of experience in the private equity arena, including his tenure as the founding president and chief executive officer of Hotwire.com. Mr. Peterson has played a key leadership role in originating and/or executing over 20 private equity transactions and has helped his portfolio companies reshape their operations with more than 20 add-on acquisitions and divestitures during his career. In addition, he utilized his operating and strategy formulation experience as the founding president and chief executive officer of Hotwire.com to help companies refine and optimize their business strategies in order to improve their valuations. He has overseen three successful SPAC transactions and he currently serves as Chairman of Sabre, a leading vertical software company, and Accel Entertainment, a leading gaming-as-a-service company. Our management team is led by our President, Michael MacDougall, who has 21 years of private equity investing experience across a broad range of sectors and since 2017 has played a leadership role in the TPG Pace Group, which manages our permanent capital and SPAC investing efforts. He recently served as the Managing Partner for Pace Energy (as defined below), which was one of TPG Pace Group s three successful SPACs. Pace Energy completed a business combination in 2018, and its share price appreciation during calendar year 2018 Table of Contents outperformed its publicly traded industry peer set by 55%. Since 2019, Mr. MacDougall has also advised TPG s impact investing platform, The Rise Fund, on potential energy and energy efficiency investments. He joined TPG in 2002 and has served as a Partner of TPG for 16 years. Mr. MacDougall established TPG s Industrial investing and Energy investing efforts, and he served on the firm s Investment Committee. He has represented TPG on the board of directors of 13 companies, including the board of directors of five publicly traded companies. During his time at TPG, Mr. MacDougall has specialized in corporate carve-out transactions, having completed seven successful carve-out related investments, and in repositioning companies for initial public offerings or sales to publicly traded companies. As an active board member and equity investor, Mr. MacDougall has helped drive operational and strategic change and improved ESG practices in many of these companies. He has played a leadership role in four initial public offerings and the sale of six companies to publicly traded buyers. Prior to joining TPG, Mr. MacDougall was a vice president in the Principal Investment Area of the Merchant Banking Division of Goldman, Sachs & Co., where he focused on private equity and mezzanine investments. Prior to attending Harvard Business School, Mr. MacDougall was an assistant brand manager for The Procter & Gamble Co., where he focused on new product development, marketing and advertising for large-scale consumer brands. TPGY s management team also includes Martin Davidson and Eduardo Tamraz. Mr. Davidson serves as our Chief Financial Officer. Mr. Davidson is a Managing Director and Chief Accounting Officer of TPG. Mr. Davidson is responsible for all financial operations and reporting related to TPG Holdings, TPG s parent company, and accounting and operations for TPG s private equity and real estate funds, as well as TPG s firm-wide accounting policies. In addition, he has held the position of Chief Financial Officer and Financial Operations Principal of TPG s broker/dealers and served on the board of multiple special purpose investment vehicles of TPG s investment funds. Prior to joining TPG, Mr. Davidson was an audit manager at KPMG where he primarily served clients in the financial services industry, including private equity funds and hedge funds. Mr. Tamraz serves as our Secretary. Mr. Tamraz is a senior executive on the investment team for TPG Pace Group, TPG s dedicated initiative to provide permanent capital solutions for companies. His relevant experience includes successfully completing three SPAC transactions. Prior to joining TPG, Mr. Tamraz was a senior member of the private equity team at Eton Park, a global alternative investment firm. He previously worked at BC Partners and Merrill Lynch. As a result of TPG s significant ownership interest in our sponsor, TPGY is an affiliate of TPG. TPG is a leading global alternative investment firm with over $83 billion of assets under management as of June 30, 2020. TPG was founded in 1992 by David Bonderman and James Coulter. In 2015, Jon Winkelried joined TPG as Co-Chief Executive Officer alongside Mr. Coulter (Co-Chief Executive Officer) and Mr. Bonderman (Chairman). TPG maintains offices in San Francisco, Fort Worth, London, New York, Hong Kong and other major cities throughout the world. TPG s investment activities include discrete investment platforms focused on a range of alternative investment strategies, including (i) TPG Capital, which invests in middle- and large-market companies globally, with a primary focus on North America; (ii) TPG Asia, which invests in middle- and large-market companies across Asia; (iii) TPG Growth, which invests globally in small- and middle-market growth equity and private equity; (iv) TPG Biotech, which invests in early- and late-stage venture capital opportunities in the biotechnology and related life sciences industries; (v) TPG ART, which invests in alternative and renewable technologies; and (vi) TPG Tech Adjacencies, which invests in equity of internet, software, digital media and other similar technology companies. Beyond its private equity business, TPG has opportunistically established (vii) TPG Real Estate, which includes both TPG Real Estate Partners, its equity investment platform, and TPG Real Estate Finance Trust, its debt origination and acquisition platform; and (viii) TPG Public Equity Partners, which invests in the public equity market. TPG has over 1,000 employees and advisors, including approximately 500 investment and operations professionals. Table of Contents TPG s management team s objective is to generate attractive returns and create value for our shareholders by applying our disciplined strategy of underwriting intrinsic worth and, where appropriate, affecting changes after making an acquisition to unlock value. While our approach is driven by investment fundamentals, and focusing on companies where we have differentiated insights, we also seek to drive investor alignment through a comprehensive value creation plan framework that incorporates a target company s ESG initiatives. Our board and management team have successfully applied this approach over the past 15 years in both North America and Europe and have deployed capital successfully in all market cycles. Mr. Peterson and TPG founded TPG Pace Holdings Corp. ( Pace-II ) in 2017, a blank check company formed for similar purposes as our company, to identify, acquire and operate a business that is not operating at its full potential and could benefit from a hands-on lead shareholder who can identify and implement improvements. Pace-II completed its initial public offering in June 2017, in which it sold 45,000,000 units, each consisting of one Class A ordinary share of Pace-II and one warrant to purchase one-third of one Class A ordinary share of Pace-II, for an offering price of $10.00 per unit, generating aggregate proceeds of $450,000,000. In June 2019, Pace-II entered into a definitive agreement to acquire Accel Entertainment ( Accel ). Pace-II contributed in excess of $450 million in proceeds to Accel. Accel is a leading distributed gaming operator in the United States on an Adjusted EBITDA basis, and a preferred partner for local business owners in the Illinois market. Accel s business consists of the installation, maintenance and operation of video game terminals ( VGTs ), redemption devices that disburse winnings and contain ATM functionality, and other amusement devices in authorized non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores, truck stops, and grocery stores. On November 20, 2019, Pace-II consummated the business combination with Accel. Accel s ordinary shares are traded on the NYSE under the symbol ACEL. Mr. Peterson serves as the Independent Chairman of the board of directors of Accel. As of September 2, 2020, ACEL common stock had a one year return of 28% vs a -14% return for the S&P 500 Casino & Gaming Index. Mr. MacDougall, Mr. Peterson and TPG founded TPG Pace Energy Holdings Corp. ( Pace Energy ) in 2017, a blank check company formed for similar purposes as our company, to identify, acquire and operate a business in energy or energy related industries that is not operating at its full potential and could benefit from a hands-on lead shareholder who can identify and implement improvements helping a promising company access and grow in the public markets. Pace Energy completed its initial public offering in May 2017, in which it sold 65,000,000 units, each consisting of one Class A common stock of Pace Energy and one warrant to purchase one-third of one Class A common stock of Pace Energy, for an offering price of $10.00 per unit, generating aggregate proceeds of $650,000,000. In March 2018, Pace Energy entered into a definitive agreement to create Magnolia Oil & Gas Corporation ( Magnolia ) by acquiring the South Texas Division of EnerVest Ltd. Pace Energy contributed in excess of $650 million in proceeds to Magnolia, a publicly traded oil and gas exploration and production company with operations primarily in South Texas in the core of the Eagle Ford Shale and Austin Chalk formations. Magnolia focuses on generating value for shareholders through steady production growth, strong pre-tax margins and free cash flow. On July 31, 2018, Pace Energy consummated the business combination with Magnolia. Magnolia s shares of common stock are traded on the NYSE under the symbol MGY. Magnolia was the third best performing US-listed publicly traded E&P company measured by stock price appreciation for 2018. Mr. Peterson and TPG founded Pace Holdings Corp. ( Pace-I ) in 2015, a blank check company formed for similar purposes as our company, with the vision of helping a promising company access and grow in the public markets. Pace-I completed its initial public offering in September 2015, in which it sold 45,000,000 units, each consisting of one Class A ordinary share of Pace-I and one warrant to purchase one-third of one Class A ordinary share of Pace-I, for an offering price of $10.00 per unit, generating aggregate proceeds of $450,000,000. In December 2016, Pace-I entered into a definitive agreement to acquire Playa Hotels and Resorts B.V. ( Playa ). Pace-I contributed in excess of $450 million in proceeds to Playa. Playa is an owner, operator and developer of all-inclusive resorts in beachfront locations in Mexico and the Caribbean. Playa owns a portfolio consisting of 21 Table of Contents resorts located in Mexico, Jamaica and the Dominican Republic. On March 11, 2017, Pace-I consummated the business combination with Playa. Playa s ordinary shares are traded on the NASDAQ capital market under the symbol PLYA. Mr. Peterson serves as an independent non-executive director of Playa. With respect to the foregoing examples, past performance by our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. You should not rely on the historical record of our sponsor s or our management s performance as indicative of our future performance. See Risk Factors Past performance by TPG, including our management team, may not be indicative of future performance of an investment in the company. Please see Risk Factors for a discussion of how past performance may not guarantee future results. Certain of our officers and directors have fiduciary and contractual duties to TPG and to certain companies in which TPG has invested. As a result, certain of our officers and directors will have a duty to offer acquisition opportunities to certain TPG funds before we can pursue such opportunities. However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination. We believe this conflict of interest will be naturally mitigated, to some extent, by the differing nature of the acquisition targets TPG typically considers most attractive for TPG funds and the types of acquisitions we expect to find most attractive for our company. TPG s traditional private equity activities typically involve investing in private companies, and while TPG will often take companies public, it typically invests in those entities several years prior to an initial public offering, not at the time of such offering. As a result, we may become aware of a potential transaction that is not a fit for the traditional private equity activities of TPG but that is an attractive opportunity for us. In addition, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, certain of our officers and directors have time and attention requirements for private investment funds of which affiliates of TPG are the investment managers. In addition, TPG or its affiliates may sponsor other blank check companies similar to ours during the period in which we are seeking an initial business combination, and members of our management team may participate in such blank check companies. In particular, TPG is currently sponsoring another blank check company, TPG Pace Tech Opportunities Corp. ( TPG Pace Tech Opportunities ), which is a blank check company focusing on a business combination with a target business in the technology sector. Although TPG Pace Tech Opportunities intends to seek a business combination with a target business in the technology sector, it may seek to complete a business combination in any industry or location. Further, our Non-Executive Chairman and Director, Mr. Peterson, also serves as the Non-Executive Chairman and Director of TPG Pace Tech Opportunities and three of our directors, Messrs. David Bonderman, Chad Leat and Kneeland Youngblood, also serve as directors of TPG Pace Tech Opportunities. In addition, Mr. Davidson, our Chief Financial Officer, also serves as the Chief Financial Officer of TPG Pace Beneficial Finance, and Mr. Tamraz, our Secretary, also serves as the Executive Vice-President of Corporate Development and Secretary of TPG Pace Tech Opportunities. Any such companies, including TPG Pace Tech Opportunities, may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among the management teams, like in TPG Pace Tech Opportunities. However, we do not believe that any potential conflicts would materially affect our ability to complete our initial business combination. Our Forward Purchase Agreements We believe our ability to complete our initial business combination is enhanced by our entry into the forward purchase agreements. The forward purchases are intended to provide us with appropriate funding for our initial business combination. Table of Contents Prior to this offering, we have entered into the original forward purchase agreement, pursuant to which TPG has agreed to purchase an aggregate of 5,000,000 Class A ordinary shares at a price of $10.00 per Class A ordinary share, plus an aggregate of 1,000,000 warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $50,000,000. The purchase of the 5,000,000 forward purchase shares and 1,000,000 forward purchase warrants will take place in one or more private placements, with the full amount to have been purchased no later than simultaneously with the closing of our initial business combination. TPG s obligation to purchase the forward purchase securities may be transferred, in whole or in part, to the forward transferees, provided that upon such transfer the forward transferees assume the rights and obligations of TPG. As an inducement to a transferee that is not an affiliate of TPG to assume TPG s obligation to purchase the forward purchase securities, we may agree to issue on a case-by-case basis to such transferee at the time of the forward purchase, in addition to the forward purchase securities, an additional number of Class A ordinary shares equal to 10% of the forward purchase shares purchased by such transferee, or up to an aggregate of 500,000 additional Class A ordinary shares, for no additional cash consideration, potentially lowering the effective purchase price of the forward purchase shares to approximately $9.09 per Class A ordinary share. In addition, the sponsor shall forfeit a number of Class F ordinary shares equal to such additional amount of Class A ordinary shares issued to such transferee, or up to an aggregate of 500,000 Class F ordinary shares, at the time of the forward purchase. We also have entered into additional forward purchase agreements which provide that the additional forward purchasers will purchase an aggregate of 5,500,000 Class A ordinary shares at a price of approximately $9.09 per Class A ordinary share, plus an aggregate of 1,000,000 warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of approximately $50,000,000. Any purchases of the 5,500,000 additional forward purchase shares and 1,000,000 forward purchase warrants will also take place in one or more private placements, but no later than simultaneously with the closing of our initial business combination. The sale of the additional forward purchase securities is subject to the approval of our board of directors and our sponsor. In connection with the additional forward purchase agreements, the sponsor shall forfeit 500,000 Class F ordinary shares at the time of the additional forward purchase. The proceeds of all purchases made pursuant to the forward purchase agreements will be deposited into our operating account. The terms of the forward purchase securities and additional forward purchase securities, respectively, will generally be identical to the terms of the Class A ordinary shares and the redeemable warrants included in the units being issued in this offering, except that the forward purchase shares and additional forward purchase shares will have no redemption rights and will have no right to liquidating distributions from our trust account. In addition, as long as the forward purchase securities and the additional forward purchase securities are held by TPG or the forward transferees, and the additional forward purchasers, they will have certain registration rights. In connection with the sale of the forward purchase shares and additional forward purchase shares, except to the extent of any forfeitures of founder shares by the sponsor in connection with the forward purchases, we expect that the sponsor will receive an aggregate number of additional Class A ordinary shares so that the initial shareholders, in the aggregate, on an as-converted basis, will hold 20% of our Class A ordinary shares at the time of the closing of the initial business combination. Business Strategy Our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, build a company in the public markets. We intend to seek a company in an industry that complements the experience and expertise of our management team and TPG and is a business that we think our transformative operating skills and strategic advice can help improve. Our selection process will leverage our team s network of industry, private equity sponsor and lending community relationships as well as relationships with management teams of public and private companies, investment bankers, restructuring advisers, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. We intend to deploy a pro-active, thematic sourcing strategy and to focus on companies where we believe the combination of our operating experience, relationships, capital and capital markets expertise can be catalysts to transform companies and can help accelerate the target business growth and performance. Table of Contents In addition, we intend to utilize the networks and industry experience of our management team and our board of directors in seeking an initial business combination. Over the course of their careers, the members of our management team and board of directors have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. This group has experience in: operating companies, setting and changing strategies, and identifying, mentoring and recruiting world-class talent; developing and growing companies, both organically and through acquisitions and strategic transactions and expanding the product range and geographic footprint of a number of target businesses; sourcing, structuring, acquiring, and selling businesses; accessing the capital markets, including financing businesses and helping companies transition to public ownership; engaging with public market analysts and investors to help companies better communicate their business model, opportunity and strategy to maximize value for their shareholders; fostering relationships with sellers, capital providers and target management teams; and executing transactions in multiple geographies and under varying economic and financial market conditions. TPG s distinctive international network coupled with its thematic approach to sourcing has provided our management team, while at TPG, with a flow of referrals that have resulted in numerous transactions, and several proprietary opportunities that were not available to generalist and/or less active participants. We believe that the network of contacts and relationships of our management team will provide us with an important source of acquisition opportunities. In addition, given our profile and thematic approach, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Upon completion of this offering, members of our management team will communicate with their network of relationships to articulate our acquisition themes, including the parameters of our search for a target company, and will begin the disciplined process of pursuing and reviewing promising leads. Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines which we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that we believe: are underperforming their potential in industries that are otherwise exhibiting stable or improving fundamentals. We intend to evaluate each industry and the target businesses within those industries based on several factors, including the potential for sustainable competitive advantage, growth in excess of GDP, ability to generate attractive returns and the sustainability of profit margins. We plan to seek targets that will be compatible with our rigorous value creation process, whereby we identify several value enhancing initiatives prior to making the acquisition and install processes to implement and optimize those initiatives. are at an inflection point, such as those requiring additional management expertise, are able to innovate by developing new products or services, or where we believe we can drive improved financial performance and where an acquisition may help facilitate growth. We believe that we are well-positioned to evaluate and improve a company s growth prospects and help them realize the opportunities to create shareholder value following the consummation of a business combination. have ESG characteristics which will allow our capital and shareholder leadership to help create a positive impact. We believe there are three potential company types from an ESG perspective that may be attractive for a business combination: (i) companies that are already creating a positive impact that can benefit from growth capital or access to the public markets, (ii) companies that are using ESG as an outperformance Table of Contents catalyst relative to their peers, and (iii) companies where our capital and shareholder leadership can help accelerate ESG initiatives to significantly improve outcomes. Our management and Y Analytics will work in partnership with potential business combination targets to determine the critical impact pathways and create meaningful ESG goals that will be incorporated into a broader value creation plan. have significant embedded and/or underexploited expansion opportunities. One of the key elements of TPG s typical value creation approach is to acquire target companies to accelerate their growth. This can be accomplished through a combination of accelerating organic growth and finding attractive add-on acquisition targets. Our management team and Non-Executive Chairman have significant experience in identifying such targets and helping target management assess the strategic and financial fit. Similarly, our management team and Non-Executive Chairman have the expertise to assess the likely synergies and a process to help a target integrate acquisitions. exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace based on our company specific analysis and due diligence review. For a potential target company, this process will include, among other things, a review and analysis of the company s capital structure, quality of earnings, potential for operational improvements, corporate governance, customers, material contracts, and industry background and trends. We intend to leverage the operational experience and disciplined investment approach of our team and those of TPG to identify opportunities to unlock value that our experience in complex situations allows us to pursue. will offer attractive risk-adjusted equity returns for our shareholders. We will seek to acquire a target on terms and in a manner that leverages our experience in transformational investing and operating. Financial returns will be evaluated based on (i) the potential for organic growth in cash flows, (ii) the ability to achieve cost savings, (iii) the ability to accelerate growth, including through the opportunity for follow-on acquisitions and (iv) the prospects for creating value through other value creation initiatives. Potential upside from growth in the target business earnings and an improved capital structure will be weighed against any identified downside risks. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We will also utilize our operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm, or from an independent accounting firm, that our initial business combination is fair to our company from a financial point of view. Members of our management team may directly or indirectly own our ordinary shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Table of Contents We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a target business for our initial business combination nor have they had any discussions regarding possible target businesses amongst themselves or with our underwriters or other advisors. All of the members of our management team are employed by TPG. TPG is continuously made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to a business combination transaction. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with us and we will not consider a business combination with any company that has already been identified by TPG as a suitable acquisition candidate for it. Additionally, we have not, nor has anyone on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. For more information on the entities to which our officers and directors currently have fiduciary or contractual obligations, please refer to Management Conflicts of Interest. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Initial Business Combination In accordance with the rules of the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account, if any) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm, or an independent valuation or appraisal firm with respect to satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Table of Contents Company Act of 1940, as amended ( Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ) as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act. ) As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. Table of Contents In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the Market Value (as defined below) of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates does not equal or exceed $250 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not equal or exceed $700 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on July 11, 2019. Our executive offices are located at 301 Commerce St., Suite 3300 Fort Worth, Texas 76102 and our telephone number is (212) 405-8458. Upon completion of this offering, our corporate website address will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to invest in our securities. Table of Contents THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 35,000,000 units, at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-fifth of one redeemable warrant. NYSE symbols Units: TPGY.U Class A Ordinary Shares: TPGY Redeemable Warrants: TPGY WS Trading commencement and separation of Class A ordinary shares and redeemable warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and redeemable warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and redeemable warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and redeemable warrants. No fractional redeemable warrants will be issued upon separation of the units and only whole redeemable warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole redeemable warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and redeemable warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and redeemable warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after Table of Contents the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 35,000,000(1) Ordinary shares: Number outstanding before this offering 10,062,500 Class F ordinary shares(2)(3) Number outstanding after this offering 43,750,000 Class A and Class F Ordinary shares(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 6,000,000(1) Number of redeemable warrants outstanding after this offering 7,000,000(1) Exercisability of redeemable warrants Each whole redeemable warrant sold in this offering is exercisable to purchase one Class A ordinary share and only whole redeemable warrants are exercisable. No fractional redeemable warrants will be issued upon the separation or distribution of the redeemable warrants, no cash will be paid in lieu of fractional redeemable warrants, and only whole redeemable warrants will trade. (1) Assumes no exercise of the underwriters over-allotment option, the surrender of 9,937,500 founder shares for no consideration by our sponsor and the forfeiture by our sponsor of 1,312,500 founder shares. As discussed under Description of Securities Founder Shares below, for our sponsor to maintain ownership of 20% of the issued and outstanding shares following completion of this offering, if the over-allotment option is not exercised by the underwriter, our sponsor would be required to forfeit 1,312,500 shares. (2) Assumes the surrender of 9,937,500 founder shares for no consideration by our sponsor. Founder shares are currently classified as Class F ordinary shares, which shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (3) Consists solely of founder shares outstanding as of the date of this prospectus and includes up to 1,312,500 shares that are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. (4) Includes 35,000,000 public shares and 8,750,000 founder shares, assuming 1,312,500 founder shares have been forfeited following expiration of the underwriters over-allotment option. Table of Contents The forward purchase warrants and additional forward purchase warrants will be exercisable on the same terms as the redeemable warrants. Exercise price of redeemable warrants $11.50 per share, subject to adjustment as provided herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities, excluding the forward purchase securities, for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by us and, (i) in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to our sponsor or its respective affiliates, without taking into account the transfer of founder shares or private placement warrants (including if such transfer is effectuated as a surrender to us and subsequent reissuance by us) by our sponsor in connection with such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume- weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the redeemable warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below adjacent to Redemption of redeemable warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of redeemable warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. Exercise period of redeemable warrants The redeemable warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the redeemable warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the Table of Contents state of residence of the holder (or holders are permitted to exercise their redeemable warrants on a cashless basis under the circumstances specified in the warrant agreement as a result of (i) our failure to have an effective registration statement by the 60th business day after the closing of the initial business combination as described in the immediately following paragraph, (ii) a notice of redemption described below adjacent to Redemption of redeemable warrants when the price per Class A ordinary share equals or exceeds $18.00 or (iii) a notice of redemption described below adjacent to Redemption of redeemable warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the redeemable warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the redeemable warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the redeemable warrants, and to maintain a current prospectus relating to those Class A ordinary shares until the redeemable warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the redeemable warrants is not effective by the 60th business day after the closing of the initial business combination, redeemable warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise redeemable warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. The redeemable warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of redeemable warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the redeemable warrants become exercisable, we may redeem the outstanding redeemable warrants (and as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per redeemable warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period, provided that Table of Contents holders will be able to exercise their redeemable warrants prior to the time of redemption and, at our election, any such exercise may be required to be on a cashless basis as described below; and if, and only if, the last reported sale price of our Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the redeemable warrant holders equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). However, in this case, we will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable securities laws. In the event that we require holders to exercise their warrants on a cashless basis, each holder would exchange a number of warrants for a number of Class A ordinary shares equal to the number of warrants exchanged multiplied by the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the fair market value (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.3611 Class A ordinary shares per whole warrant (subject to adjustment). The fair market value of our Class A ordinary shares as used in this paragraph shall mean the average reported last sale price of our Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The forward purchase warrants and additional forward purchase warrants will be redeemable on the same terms as the redeemable warrants. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of redeemable warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the redeemable warrants become exercisable, we may redeem the outstanding redeemable warrants (and as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.10 per redeemable warrant; upon a minimum of 30 days prior written notice of redemption, provided that holders will be able to exercise their redeemable Table of Contents warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Redeemable Warrants based on the redemption date and the fair market value (as defined below) of our Class A ordinary shares; if, and only if, the last reported sale price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; and if the last reported sale price of our Class A ordinary shares is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders, the private placement warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder s ability to cashless exercise its warrants) as the outstanding redeemable warrants, as described above. The fair market value of our Class A ordinary shares shall mean the average reported last sale price of our Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.3611 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Redeemable Warrants and Forward Purchase Securities and Additional Forward Purchase Securities Forward Purchase Warrants and Additional Forward Purchase Warrants for additional information. Forward Purchase Agreements Prior to this offering, we have entered into the original forward purchase agreement with TPG, pursuant to which TPG has agreed to purchase an aggregate of 5,000,000 Class A ordinary shares at a price of $10.00 per Class A ordinary share, plus an aggregate of 1,000,000 warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $50,000,000. The purchase of the 5,000,000 forward purchase shares and 1,000,000 forward purchase warrants will take place in one or more private placements, with the full amount to have been purchased no later than simultaneously with the closing of our initial business combination. TPG s obligation to purchase the forward purchase securities may be transferred, in whole Table of Contents or in part, to the forward transferees, provided that upon such transfer the forward transferees assume the rights and obligations of TPG. As an inducement to a transferee that is not an affiliate of TPG to assume TPG s obligation to purchase the forward purchase securities, we may agree to issue on a case-by-case basis to such transferee at the time of the forward purchase, in addition to the forward purchase securities, an additional number of Class A ordinary shares equal to 10% of the forward purchase shares purchased by such transferee, or up to an aggregate of 500,000 additional Class A ordinary shares, for no additional cash consideration, potentially lowering the effective purchase price of the forward purchase shares to approximately $9.09 per Class A ordinary share. In addition, the sponsor shall forfeit a number of Class F ordinary shares equal to such additional amount of Class A ordinary shares issued to such transferee, or up to an aggregate of 500,000 Class F ordinary shares, at the time of the forward purchase. We also have entered into additional forward purchase agreements which provide that the additional forward purchasers will purchase an additional aggregate of 5,500,000 Class A ordinary shares at a price of approximately $9.09 per Class A ordinary share, plus an aggregate of 1,000,000 warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of approximately $50,000,000. Any purchases of the 5,500,000 additional forward purchase shares and 1,000,000 forward purchase warrants will also take place in one or more private placements, but no later than simultaneously with the closing of our initial business combination. The sale of the additional forward purchase securities is subject to the approval of our board of directors and our sponsor. We and the additional forward purchasers may determine, by mutual agreement, to increase the number of additional forward purchase securities at any time prior to our initial business combination. In connection with the additional forward purchase agreements, the sponsor shall forfeit 500,000 Class F ordinary shares at the time of the additional forward purchase. Additionally, in connection with the sale of the forward purchase shares and additional forward purchase shares, except to the extent of any forfeitures of founder shares by the sponsor in connection with the forward purchases, we expect that the sponsor will receive an aggregate number of additional Class A ordinary shares so that the initial shareholders, in the aggregate, on an as-converted basis, will hold 20% of our Class A ordinary shares at the time of the closing of the initial business combination. The proceeds of any purchases under the forward purchase agreements will not be deposited in the trust account. The forward purchase shares and additional forward purchase shares will not have any redemption rights in connection with our initial business combination or in connection with certain amendments to our amended and restated memorandum and articles of association, and will not be entitled to liquidating distributions from the trust account if we fail to complete our initial business combination within the prescribed time frame. The forward purchase securities and the additional forward purchase Table of Contents securities will have certain registration rights, as long as such forward purchase securities and the additional forward purchase securities are held by TPG or the forward transferees, and the additional forward purchasers. The forward purchase shares and additional forward purchase shares, to the extent issued prior to the record date for a shareholder vote on our initial business combination or any other matter, will have the right to vote on such matter with all other outstanding Class A ordinary shares. Except as described above, the terms of the forward purchase securities and additional forward purchase securities, respectively, will be identical to the terms of the Class A ordinary shares and the redeemable warrants included in the units being issued in this offering. Appointment of directors; voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of the NYSE then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial business combination. Founder shares On August 12, 2019, our sponsor purchased 20,000,000 Class F ordinary shares, for an aggregate purchase price of $25,000, and prior to this offering, our sponsor expects to surrender 9,937,500 Class F ordinary shares for no consideration. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The per-share price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. Our initial shareholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). Up to 1,312,500 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. In addition, in connection with the issuance of up to an additional 1,000,000 Class A ordinary shares at the closing of the business combination and the forward purchases, our sponsor may forfeit up to an additional 1,000,000 founder shares at such time. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination; Table of Contents the founder shares are subject to certain transfer restrictions, as described in more detail below; each of our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive (a) their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination; (b) their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to shareholders rights or pre-initial business combination activity; and (c) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we do not complete our initial business combination within 24 months from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we do not complete our initial business combination within the prescribed time frame. If we submit our initial business combination to our public shareholders for a vote, the holders of our founder shares have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 13,125,001, or approximately 37.5%, of 35,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming (i) the over-allotment option is not exercised, (ii) no forward purchase shares or additional forward purchase shares have been issued, (iii) the parties to the letter agreements have not acquired any Class A ordinary shares and (iv) all issued and outstanding shares are voted). the founder shares will automatically convert into our Class A ordinary shares on the first business day following the completion of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination, or (ii) the date on which we complete a liquidation, merger, share exchange or other similar Table of Contents transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Shareholders Restrictions on Transfers of Founder Shares and Private Placement Warrants. Notwithstanding the foregoing, if (1) the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (2) if we complete a transaction after our initial business combination which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, the converted Class A ordinary shares will be released from the lock-up. Founder shares conversion and anti-dilution rights We have issued 20,000,000 Class F ordinary shares, par value $0.0001 per share. Prior to this offering, our sponsor expects to surrender 9,937,500 Class F ordinary shares for no consideration. The Class F ordinary shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of our ordinary shares issued and outstanding upon completion of this offering, plus (ii) the sum of (a) the total number of ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued by the Company in connection with or in relation to the completion of the initial business combination (including the forward purchase shares and additional forward purchase shares, but not the forward purchase warrants and additional forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor or any of its affiliates upon conversion of working capital loans, minus (b) the number of public shares redeemed by public shareholders in connection with our initial business combination. Any conversion of Class F ordinary shares described herein will take effect as a compulsory redemption of Class F ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class F ordinary shares convert into Class A ordinary shares at a rate of less than one to one. In connection with the sale of the forward purchase shares and additional forward purchase shares, except to the extent of any forfeitures of founder shares by the sponsor in connection with the forward purchases, we expect that the sponsors will receive an aggregate number of additional Class A ordinary shares so that the initial Table of Contents shareholders, in the aggregate, on an as-converted basis, will hold 20% of our Class A ordinary shares at the time of the closing of the initial business combination. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 6,000,000 private placement warrants (or 6,700,000 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per whole warrant ($9,000,000 in the aggregate or $10,050,000 in the aggregate if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $350,000,000 (or $402,500,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable (except as set forth under Description of Securities Redeemable Warrants Redemption of Redeemable Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the redeemable warrants included in the units being sold in this offering. Our sponsor, as well as its permitted transferees, have the option to exercise the private placement warrants on a cashless basis. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described herein under the section of this prospectus entitled Principal Shareholders Restrictions on Transfers of Founder Shares and Private Placement Warrants. ) Proceeds to be held in trust account The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $359,000,000 in proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, or $412,550,000 if the underwriters over-allotment option is exercised in full, $350,000,000 ($10.00 per unit), or Table of Contents $402,500,000 ($10.00 per unit) if the underwriters over-allotment option is exercised in full (including $12,250,000 (or up to $14,087,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions), will be deposited into an interest bearing U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and $2.0 million will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The funds held in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest to occur of (a) the completion of our initial business combination; (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provision relating to shareholders rights or pre-initial business combination activity; and (c) the redemption of all of our public shares if we have not completed our business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes, which we are permitted to withdraw at any time during the annual period. Based upon current interest rates, we expect the trust account to generate approximately $1,050,000 of interest annually (assuming an interest rate of 0.3% per year) following the investment of such funds in specified U.S. government treasury bills or in specified money market funds. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,100,000 in working capital after the payment of approximately $900,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, Table of Contents although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. NYSE rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm, or an independent accounting firm. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases of public shares by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial shareholders, directors, executive officers, advisors or their affiliates may purchase Table of Contents shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares such persons may purchase where otherwise permissible under applicable laws, rules and regulations. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our initial shareholders, directors, officers, advisors or their affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds held in the trust account will be used to purchase shares in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with a designated officer prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases of Our Securities for a description of how our initial shareholders, directors, executive officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been Table of Contents possible. In addition, if such purchases are made, the public float of our Class A ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the completion of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our redeemable warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Limitation on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business Table of Contents combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC If we seek shareholder approval, we will complete our initial business combination only if we obtain an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. In such case, pursuant to the terms of a letter agreement entered into with us, our initial shareholders and each member of our management team have agreed (and their permitted transferees will agree) to vote their founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 13,125,001, or approximately 37.5%, of the 35,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming Table of Contents (i) the over-allotment option is not exercised, (ii) no forward purchase shares or additional forward purchase shares have been issued, (iii) the parties to the letter agreements have not acquired any Class A ordinary shares and (iv) all issued and outstanding shares are voted). The other members of our management team have entered into agreements similar to the one entered into by our sponsor with respect to any public shares acquired by it in or after this offering. Each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, Table of Contents the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof. Tendering share certificates in connection with a tender offer or redemption rights We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding Table of Contents more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Our initial shareholders, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public shareholder and subject to the 15% limitation in connection with any such redemption right. Redemption rights in connection with proposed amendments to our amended and restated memorandum and articles of association Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated memorandum and articles of association will provide that any of its provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein, but excluding the provision of the articles relating to the appointment of directors), may be amended if approved by special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. Our initial shareholders, who will beneficially own 20% of our ordinary shares upon the closing of this offering (assuming they do not purchase units in this offering), will participate in any vote to amend our amended and restated memorandum and Table of Contents articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules). Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers, and directors have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to Table of Contents the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our redeemable warrants, which will expire worthless if we do not to complete our initial business combination within the 24-month time period. Our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we do not complete our initial business combination within 24 months from the closing of this offering. However, if our initial shareholders acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we do not complete our initial business combination within the allotted 24-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete an initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within 24 months from the closing of this offering, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, subject to the limitations described above under Limitations on Redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial Table of Contents business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer or director, or any other person. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the completion of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments by the company made to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: Repayment of an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to an affiliate of our sponsor of a total of $50,000 per month, for up to 24 months, for office space, administrative and support services; Reimbursement of legal fees and expenses incurred by our sponsor, officers or directors in connection with our formation, the initial business combination and their services to us; Payment of fees and reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination, including to TPG Capital BD, LLC, Y Analytics and other entities affiliated with TPG; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, Table of Contents including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. These payments may be funded using the net proceeds of this offering and the sale of the private placement warrants not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit Committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee, (which will be composed entirely of independent directors). Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest TPG manages multiple investment vehicles. Funds managed by TPG or its affiliates may compete with us for acquisition opportunities. If these funds decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. In addition, investment ideas generated within TPG, including by Mr. Peterson and other persons who may make decisions for the company, may be suitable for both us and for a current or future TPG fund and may be directed to such investment vehicle rather than to us, subject to applicable fiduciary duties. Neither TPG nor members of our management team who are also employed by TPG have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or managing directors of TPG. TPG and/or our management, in their capacities as officers or managing directors of TPG or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future TPG investment vehicles, or third parties, before they present such opportunities to us, subject to applicable fiduciary duties. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her Table of Contents capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. In addition, TPG or its affiliates may sponsor other blank check companies similar to ours during the period in which we are seeking an initial business combination, and members of our management team may participate in such blank check companies. In particular, TPG is currently sponsoring another blank check company, TPG Pace Tech Opportunities, which is a blank check company focusing on a business combination with a target business in the technology sector. Although TPG Pace Tech Opportunities intends to seek a business combination with a target business in the technology sector, it may seek to complete a business combination in any industry or location. Further, our Non-Executive Chairman and Director, Mr. Peterson, also serves as the Non-Executive Chairman and Director of TPG Pace Tech Opportunities and three of our directors, Messrs. David Bonderman, Chad Leat and Kneeland Youngblood, also serve as directors of TPG Pace Tech Opportunities. In addition, Mr. Davidson, our Chief Financial Officer, also serves as the Chief Financial Officer of TPG Pace Beneficial Finance, and Mr. Tamraz, our Secretary, also serves as the Executive Vice President of Corporate Development and Secretary of TPG Pace Tech Opportunities. Any such companies, including TPG Pace Tech Opportunities, may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among the management teams, like in TPG Pace Tech Opportunities. We may also engage entities affiliated with TPG and Y Analytics, including TPG Capital BD, LLC, for services in connection with identifying and investigating potential targets for, and the consummation of, our business combination. Conflicts may arise from TPG s sponsorship of our company and its provision of these services to us. However, we do not believe that any potential conflicts would materially affect our ability to complete our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, Table of Contents such opportunity would be presented to such other entity and not to us. For more information on the entities to which our officers and directors currently have fiduciary or contractual obligations, please refer to Management Conflicts of Interest. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such eventuality. We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor to have all third parties and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Table of Contents Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001819496_ig_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001819496_ig_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f8dd2129c74bca1998c5f30d368c4febfd42affc
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001819496_ig_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to IG Acquisition Corp., a Delaware corporation; Cantor are to Cantor Fitzgerald & Co., the representative of the underwriters in this offering; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; founder shares are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors; directors are to our current directors and director nominees; common stock are to our Class A common stock and our Class B common stock; public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; and sponsor are to IG Sponsor LLC, a Delaware limited liability company, formed by our Chairman. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a newly organized blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Throughout this prospectus we will refer to this as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an acquisition in any business industry or sector, we intend to concentrate our efforts on identifying businesses in the leisure, gaming and hospitality industries with an enterprise value exceeding $750 million, with particular emphasis on businesses that are well-positioned for growth. In addition, we intend to capitalize on the ability of our management team to identify, acquire, and manage a business in the leisure, gaming and hospitality industries that can benefit from their experience and differentiated global network. 1 Business Strategy Our business strategy is to utilize our management team s extensive operational expertise and robust network of industry contacts, including C-suite executives, investors, investment bankers, operating partners, other financial firms, brokers and lenders to identify and acquire a target business within the leisure, gaming and hospitality industries and, after our initial business combination, implement an operating strategy with a view of creating exceptional value for our stockholders through growth, repositioning, operational improvements, capital infusion or future acquisitions. Our focus on value creation will be driven by a disciplined approach to comprehensive due diligence, thoughtful underwriting and deep strategic analysis, resulting in a thorough evaluation of each investment opportunity. We expect that our management team will leverage its expertise, longstanding relationships, network of industry connections and what we believe to be their ability to uncover attractive opportunities in the leisure, gaming and hospitality industries to source several financially viable opportunities, from which we will refine and select the opportunity that we believe presents the best short and long term value for our stockholders to form our initial business combination. We intend to identify and acquire a business within the leisure, gaming and hospitality industries with an overall transaction value that exceeds $750 million. We believe that these industries represent attractive target markets given the size, breadth and prospects for growth that exist following the current COVID-19 pandemic. We believe that the COVID-19 pandemic will reset the valuations and growth opportunities in these industries. We believe that there will be favorable macro demographic trends and a strengthening economy over the next six to twelve months, creating favorable acquisition opportunities. Further, we believe that there are many opportunities in the current environment, with many potential target companies that would make excellent acquisition candidates. Our management team will seek to identify business combination targets that would significantly benefit from the infusion of strategic growth capital, the strategic leadership of our management team or from becoming a publicly listed company or targets which would significantly benefit from capital infusions for working capital purposes, strategic acquisitions or restructuring of debt. Our Management Team We will seek to capitalize on the extensive experience and contacts of the members of our board of directors and management team, including Bradley Tusk, our Chairman, Christian Goode, our Chief Executive Officer, and Edward Farrell, our Chief Financial Officer, to identify, evaluate, and acquire a target business. Bradley Tusk is a venture capitalist, political strategist, philanthropist and writer. Since 2015, he has served as Chief Executive Officer and co-founder of Tusk Ventures, a venture capital fund that invests solely in early stage start-up companies in highly regulated industries, and as co-founder and Chairman of Ivory Gaming Group, a casino management company. He has also served as founder and Chief Executive Officer of Tusk Strategies, a political consulting firm, since 2010. Christian Goode has served as co-founder and Chief Executive Officer of Ivory Gaming Group since January 2015. From October 2011 to January 2015, Mr. Goode was President of Genting Americas, the U.S. subsidiary of The Genting Group, a global conglomerate. From September 2010 to October 2011, he served as the Chief Financial Officer of Resorts World Casino, where he was responsible for the development of the Resorts World New York City project that opened in 2011. From August 2007 to September 2010, Mr. Goode was a partner with G. Michael Brown & Associates, a gaming industry focused advisory firm. He has also served as Controller and Director of Legal Compliance for several casinos, including Seneca Gaming Corporation (from February 2006 to August 2007) and Penn National Gaming, Inc. (from August 2005 to February 2006). Edward Farrell has worked in the casino industry for over 30 years. From January 2016 to June 2020, Mr. Farrell served as Chief Financial Officer and President of Genting Americas where he oversaw operations in North America for The Genting Group. From June 2011 to May 2019, he served as the President of Resorts World Las Vegas, Resorts World Miami, Resorts World Bimini and Resorts World Casino New York City. Mr. Farrell worked at the MGM Reno from September 1987 to November 1988 and participated in the opening of several casino properties, including The Mirage in Las Vegas in 1989. He served as Senior Vice President of Finance for Foxwoods and MGM at Foxwoods in southern Connecticut from May 2009 to November 2010. He served on the board of directors of Resorts World Miami and Resorts World Bimini from November 2014 to June 2020. 2 The past performance of our management team or their respective affiliates is not a guarantee of either: (i) that we will be able to identify a suitable candidate for our initial business combination; or (ii) success with respect to any business combination we may consummate. No member of our management team has had management experience with special purpose acquisition corporations in the past. You should not rely on the historical record of our management team s or their respective affiliates performance as indicative of any future performance. For more information on the experience and background of our management team, see the section entitled Management. Business Combination Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies that we believe have the following characteristics: Appropriate Enterprise Value. We intend to seek candidates that have a current enterprise value in excess of $750 million without excessive leverage. Competitive market position. We intend to seek candidates that operate in markets with strong fundamentals. We will evaluate the strength of each market based on several factors including competitive dynamics, demand drivers, projected supply growth, and barriers to entry. Recognizable brand/asset in a strategic location. We intend to seek candidates that possess a recognizable consumer brand and are located in a desirable strategic location. Strong target management teams. We intend to seek candidates that have strong management teams with a proven track record of driving growth, enhancing profitability, making sound strategic decisions, and generating strong free cash flow. We will diligence a target company s leadership team to evaluate if there are areas that need to be improved or require additional personnel. Utilize our management team s operating expertise. We intend to focus on investments in companies whose performance and operations can benefit from by our management and strategic operating team s expertise, including improving operations with enhanced managing capabilities and growing leisure, gaming & hospitality companies. We will utilize the depth of our industry relationships to find personnel who supplement and enhance the existing management team s expertise. This could take the form of helping to identify revenue-generating strategies, sales and marketing efforts, evaluating strategic partnerships, or rationalization of expenses. Utilize our management team s marketing expertise. The casino industry is, in many ways, stagnant. Casinos compete with each other constantly but almost always in the same, conventional ways. In addition to having significant experience handling marketing and communications for multiple gaming entities, our team s exposure to other sectors like technology, politics and media offers the ability to rethink how casinos could appeal to new customers and drive outsized growth. We intend to seek candidates that can benefit from this expertise. Ready for the next phase of growth. We intend to seek candidates that we believe we can help grow strategically, including where an acquisition or robust expansion may help facilitate growth. We believe that we are well-positioned to evaluate and improve a target company s growth prospects and to help them realize the opportunities. We will also target candidates that we believe will benefit from capital investment to renovate, revitalize, or transform the current business. Opportunities for bolt-on acquisitions. We intend to acquire one or more businesses that we can grow both organically and through acquisitions. We believe that our ability to significantly enhance operations and develop business models that result in long term sustainable growth will allow us to create a platform that can grow through future add-on acquisitions. Appropriate valuations. We intend to be a disciplined and valuation-centric investor and will invest on terms that we believe provide significant upside potential with limited downside risk. 3 These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us. Initial Business Combination Nasdaq rules and our amended and restated certificate of incorporation require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. 4 Sourcing of Potential Initial Business Combination Targets We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment, even prior to us entering into a definitive agreement for our initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Corporate Information Our executive offices are located at 251 Park Avenue South, 8th Floor, New York, New York 10010, and our telephone number is (917) 765-5588. We intend to maintain a corporate website at www.igacquisition.com following the consummation of this offering. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. 5 We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. 6 THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 30,000,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-half of one redeemable warrant. Proposed Nasdaq symbols Units: IGACU Class A common stock: IGAC Warrants: IGACW Trading commencement and separation of shares of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Cantor informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. 7 Units: Number outstanding before this offering 0 Number outstanding after this offering 30,000,000(1) Common stock: Number outstanding before this offering 8,625,000(2)(3) Number outstanding after this offering 37,500,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 8,000,000(1) Number of warrants to be outstanding after this offering and the private placement 23,000,000(1)(5) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-half of one warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance), (the Newly Issued Price ) (y) the aggregate gross proceeds from such issuances represent more ____________ (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 1,125,000 founder shares by our initial stockholders for no consideration. (2) Includes up to 1,125,000 founder shares that will be forfeited by our initial stockholders depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock upon the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 30,000,000 public shares and 7,500,000 founder shares. (5) Includes 15,000,000 public warrants included in the units to be sold in this offering and 8,000,000 private placement warrants to be sold in the private placement. 8 than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 9 The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants Once the warrants become exercisable, we may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants for cash unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. None of the private placement warrants will be redeemable by us so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees. Cashless exercise If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value will mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see Description of Securities Warrants Public Stockholders Warrants for additional information. 10 Founder shares On July 21, 2020 our sponsor paid $25,000 to cover certain of our offering costs in exchange for 8,625,000 founder shares. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 34,500,000 units if the underwriters over- allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 1,125,000 of the founder shares will be forfeited depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial stockholders, on an as-converted basis, at 20.0% of our issued and outstanding common stock upon the consummation of this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares and any public shares purchased 11 during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 11,250,001, or 37.5%, of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A common stock upon the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights The founder shares will automatically convert into shares of Class A common stock upon the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. 12 Voting Rights Holders of record of our Class A common stock and holders of record of our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 8,000,000 private placement warrants (or up to 8,900,000 private placement warrants if the overallotment option is exercised in full) each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $8,000,000 (or up to $8,900,000 if the overallotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $300 million (or $345 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by their initial purchasers or their permitted transferees (except as described below under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). If the private placement warrants are held by holders other than their initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . Proceeds to be held in trust account The rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $300 million, or $345 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $6,000,000 (or $6,900,000 if the over-allotment option is exercised in full) in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $2 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $10,500,000 (or up to $12,075,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. 13 Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $300,000 per year, assuming an interest rate of 0.1% per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $1,250,000 in working capital after the payment of approximately $750,000 in expenses relating to this offering; and any non-interest bearing loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.00 per warrant, at the option of the lender. 14 Conditions to completing our initial business combination Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination. If our securities are not listed on Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on Nasdaq at the time of our initial business combination. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock or shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable. 15 Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, or their affiliates may purchase in such transactions, subject to compliance with applicable law and the Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted purchases of our securities for a description of how our sponsor, initial stockholders, directors, executive officers or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. 16 Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the representative of the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares they hold and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq we will be required to comply with the Nasdaq s stockholder approval rules. The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we amend such provisions of our amended and restated certificate of incorporation, we will provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting. 17 If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need only 11,250,001, or 37.5%, of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. 18 In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares. 19 Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. 20 Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the representative of the underwriters the deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post- transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Our initial stockholders have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation. However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time frame. 21 The representative of the underwriters has agreed to waive its rights to the deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account. Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to our sponsor of $10,000 per month for office space, secretarial and administrative services provided to members of our management team; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and 22 Repayment of non-interest bearing loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. RISKS We are a blank check company that has conducted no operations and has generated no revenues to date. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors in this prospectus. 23
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001819510_atlantic_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001819510_atlantic_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4f6aa78760bf67757649258e839feee1ade88267
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001819510_atlantic_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to we, us, our, company, or our company are to Atlantic Street Acquisition Corp, a Delaware corporation, to be renamed Atlantic Avenue Acquisition Corp prior to the consummation of this offering and references to: amended and restated certificate of incorporation are to our certificate of incorporation to be in effect upon completion of this offering; ASA Co-Investment are to ASA Co-Investment LLC, an affiliate of Cowen and Company, LLC, the representative of the underwriters ( Representative ); common stock are to our Class A common stock and our Class B common stock, collectively; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any securities of our company which are convertible into, exchangeable for, or exercisable for common stock of our company; founder shares are to shares of our Class B common stock initially purchased by our sponsor and ASA Co-Investment in a private placement prior to this offering and, unless the context otherwise requires, our Class A common stock issued upon conversion thereof as provided herein; founders are to our sponsor and ASA Co-Investment; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our officers and directors, and directors are to our current directors and director nominees; MC or MC Credit Partners are to MC Credit Partners LP, a Delaware limited partnership; operating partners are to individuals with whom MC has extensive prior experience, but are not affiliated with or partners of MC, and that will assist us in the sourcing and evaluation of potential acquisition targets; private placement warrants are to the warrants issued to our sponsor and ASA Co-Investment in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our founders, officers and directors to the extent our founders, officers or directors purchase public shares, provided that each of their status as a public stockholder shall only exist with respect to such public shares; and sponsor are to Atlantic Street Partners LLC, a Delaware limited liability company. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 29, 2020 PRELIMINARY PROSPECTUS $250,000,000 Atlantic Street Acquisition Corp 25,000,000 Units Atlantic Street Acquisition Corp is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriters a 45-day option to purchase up to an additional 3,750,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares throughout this prospectus, subject to the limitations described herein. If we have not completed our initial business combination within 24 months from the closing of this offering we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Atlantic Street Partners LLC, a Delaware limited liability company (which we refer to as our sponsor throughout this prospectus), ASA Co-Investment LLC (an affiliate of the representative of the underwriters) and our independent director nominees have committed to purchase an aggregate of 7,000,000 warrants (or 7,750,000 warrants if the underwriters over-allotment option is exercised in full) at a price of $1.00 per warrant ($7,000,000 in the aggregate or $7,750,000 in the aggregate if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to our sponsor and ASA Co- Investment LLC collectively throughout this prospectus as our founders. We refer to these warrants throughout this prospectus as the private placement warrants. Each private placement warrant is exercisable to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as provided herein. Prior to this offering, our initial stockholders purchased 7,187,500 shares of our Class B common stock (up to 937,500 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). We refer to these shares of Class B common stock as the founder shares throughout this prospectus. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of the business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, 20% of the sum of the total number of all shares of common stock outstanding upon completion of this offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination. Holders of the Class B common stock will have the right to elect all of our directors prior to our initial business combination. On any other matter submitted to a vote of our stockholders, holders of the Class B common stock and holders of the Class A common stock will vote together as a single class, except as required by applicable law or the applicable rules of the New York Stock Exchange (the NYSE ) then in effect. Currently, there is no public market for our units, Class A common stock or warrants. We have applied to list our units on the NYSE, under the symbol ASAQ.U on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the representative of the underwriters informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on the NYSE under the symbols ASAQ and ASAQ WS, respectively. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 37 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Price to Public Underwriting discounts and commissions Proceeds, before expenses, to us Per Share $10.00 $0.20 $9.80 Total $250,000,000 $5,000,000 $245,000,000 Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000 or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account at JPMorgan Chase Bank, N.A. and at a brokerage institution, with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (iii) the redemption of all of our public shares if we have not completed our initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Cowen Baird AmeriVet Securities Loop Capital Markets CastleOak Securities, L.P. Drexel Hamilton Siebert Williams Shank The date of this prospectus is , 2020 TABLE OF CONTENTS General We are a newly incorporated blank check company incorporated as a Delaware corporation formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential initial business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential initial business combination target. While we may pursue an acquisition opportunity in any business, industry, sector or geography, we intend to focus on industries that align with the relationships and expertise of our sponsor s senior investment team, management team, and operating partners including technology, media and telecom, healthcare, technology enabled financial services, or Fintech, and other business and consumer related services. Our sponsor is affiliated with MC Credit Partners LP. MC Credit Partners is an institutional investment manager, founded in 2013, with approximately $2.0 billion of assets under management. MC has historically generated what we believe to be attractive risk-adjusted returns. Through its credit funds, MC originates and structures primarily first lien senior secured loans for middle market companies. MC s alpha-based strategy is driven by its ability to self-originate, effectively diligence and creatively/thoughtfully structure transactions. MC focuses on supporting businesses through ownership transitions and providing capital and strategic advice to accelerate growth. Led by Founder and Chief Investment Officer Ashok Nayyar, MC s senior investment team leverages a deep history of transaction experience and relationships forged over four decades at leading financial institutions. Our Management Team We are led by Ashok Nayyar, our Chairman and Chief Executive Offer, Michael Zimmerman, our Co-President, David Gelobter, our Co-President and Secretary and Barry Best, our Chief Financial Officer, who will all be supported by a team of MC investment professionals as well as our directors as described below. Ashok Nayyar is our Chairman and Chief Executive Officer. Mr. Nayyar is a proven leader with more than 30 years of investing, capital markets, operational and governance experience. Mr. Nayyar is the Founder and Chief Investment Officer of MC Credit Partners and before that was the Founder and Chief Investment Officer of Cyan Partners LP. Prior to that, Mr. Nayyar was co-head of Global Leveraged Finance at Morgan Stanley and prior to that was co-head of North American Leveraged Finance at Citigroup Inc. ( Citigroup ). Mr. Nayyar was a member of the Investment Banking Management Committee and the Global Capital Markets Management Committee at Morgan Stanley and a member of the Debt Capital Markets Management Committee at Citigroup. Mr. Nayyar worked on and has overseen transactions which raised in excess of $250 billion of capital market transactions across industries. He is a member of the board of directors of Ryan, LLC and a former member of the board of directors of Endeavor International Corporation. Mr. Nayyar holds an M.B.A. from the University of Chicago Graduate School of Business and a B.A. from Columbia University. Michael Zimmerman is our Co-President. Mr. Zimmerman is a Co-Founder and Managing Director at MC Credit Partners and has more than 35 years of investment management, investment banking and capital markets experience. Prior to MC, Mr. Zimmerman was President of Tower Capital, LLC, an institutional fund of hedge funds. He was previously Global Head of Private Equity at Citigroup, where he managed private equity sponsor relationships and supervised capital raising for clients in the private equity, mezzanine and PIPE markets, and before that, built the Financial Entrepreneurs Group at Credit Suisse. Mr. Zimmerman has extensive relationships in the private equity community. Mr. Zimmerman holds an M.B.A. from Columbia University Graduate School of Business and a B.A. from the University of North Carolina at Chapel Hill. TABLE OF CONTENTS David Gelobter is our Co-President and Secretary. Mr. Gelobter is a Managing Director at MC Credit Partners and has more than 30 years of investment management, investment banking and operational experience. Before joining MC, he was the Managing Principal and Founder of Emerson Capital, a long/short equity hedge fund. Previously he was an Analyst at Tremblant Capital focused on the consumer industry. Prior to Tremblant, he was a senior member of the Financial Sponsors Group at Citigroup. Mr. Gelobter started his career in operational and investment roles at General Electric and GE Capital Inc. He is currently a member of the board of trustees for New York Public Radio and a member of the board of directors of Mobile Technologies Inc. Mr. Gelobter holds an M.B.A. from the Harvard Business School and a B.A. from Williams College. Barry Best is our Chief Financial Officer. Mr. Best is a Director of MC Credit Partners and has more than 25 years of investment management, investment banking and capital markets experience. Mr. Best was previously the President of AEG Capital, a Chicago-based investment banking firm focused on advising middle market companies in connection with mergers and acquisitions and capital raising. Prior to that, he was head of Sagent Advisors Private Capital Markets Group where he advised middle market companies on raising private equity and debt. Mr. Best held several senior positions at Citigroup and Salomon Brothers Inc ( Salomon Brothers ) in the Mergers and Acquisitions Group, where he was a co-founder of the Financial Sponsors Group. He is a member of the board of directors of Mobile Technologies Inc. and Precision Spine, Inc. Mr. Best holds an M.B.A. from the University of Chicago Graduate School of Business and a B.A. from the University of Illinois. We will work with certain operating partners, with whom we have extensive prior experience, to assist us in sourcing and evaluating potential acquisition targets. Our operating partners include former chief executive officers and chief financial officers of leading companies across multiple sectors and industries. With our breadth of sector coverage and the deep operational expertise of our operating partners, we believe we can review a wide range of targets to find the most attractive target for our stockholders. Each operating partner has held senior leadership positions with companies where they have a proven track record of creating stockholder value, organically and through transformational acquisitions or corporate restructurings. They also bring extensive relationships with owners and operators of companies within their respective industries. Past performance by our management team is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. Business Strategy Our business strategy is to leverage the origination network and strategic and transactional experience of our dedicated team to identify attractive potential business combination targets. We intend to focus on businesses that can benefit from the MC investment team s expertise and that complement the experience of our management team, the MC investment team and our operating partners. We will leverage the MC investment team s and our operating partners broad sourcing networks in our selection process to provide attractive business combination opportunities and will apply our rigorous diligence, analytical and structuring skills to executing a value creating transaction. MC s investment team provides strategic, capital markets and operational advice to MC s portfolio companies, working alongside management to drive new product development, geographic expansion, cost rationalization and technology transformation. Members of MC s investment team often sit on the board of companies to which MC lends and work side by side with company executives to provide strategic advice on acquisitions, divestitures and capital structure optimization. Importantly, we will seek to acquire a company that will benefit particularly from the experience and expertise of one or more of our operating partners, each of whom served as a senior executive across multiple successful companies. Our selection process will leverage our team s network of private equity sponsors and industry executives as well as relationships with management teams of public and private companies, investment bankers, restructuring advisors, attorneys and accountants, which we believe will provide us with a TABLE OF CONTENTS number of attractive business combination opportunities. We will seek to drive stockholder value post acquisition by leveraging our experience and network. Additionally, we will benefit from MC s unique vantage point of investing direct lending funds by providing in-depth knowledge of private equity portfolios as well as growth companies migrating from debt to equity financings. Our management team has experience in: defining corporate strategy, growing companies both organically and through strategic transactions, expanding portfolios and broadening geographic footprints; strategically investing in companies to help accelerate growth and maturation; fostering relationships with private and public companies, capital providers and advisors; negotiating transactions favorable to investors; and accessing the capital markets, including financing businesses and helping companies transition to public ownership. Upon completion of this offering, we will communicate with MC s and our management team s network of deal sourcing relationships to articulate parameters for our search for a potential business combination and begin the process of pursuing and reviewing potential opportunities. Competitive Strengths We believe the sourcing, valuation, diligence and execution capabilities of our management team will provide us with a significant pipeline of opportunities from which to evaluate and select a business that will benefit from our expertise. Strong Management Team and Sponsorship. We will leverage the extensive experience of our management team and MC s investment team who have been involved in acquisitions, financings and advisory transactions totaling hundreds of billions in transaction value and have significant experience investing across a variety of economic cycles and a track record of identifying high quality assets with opportunity for optimization. The MC investment team s ability to self-originate, effectively diligence as well as creatively and thoughtfully structure transactions, has generated what we believe are attractive risk adjusted returns for investors. We believe we will benefit from our long-tenured management team and MC investment team s successful track record in investment banking, corporate finance, and investment management. Proprietary Sourcing Channels and Leading Industry Relationships. We believe the capabilities and relationships associated with our management team will provide us with a differentiated pipeline of attractive business combination opportunities that would be difficult for other market participants to replicate. We will benefit from MC s proprietary transaction flow as well as the unique insight MC has as a lender to sponsor-backed portfolio companies. Underwriting, Execution and Structuring Capabilities. We will apply to our acquisition targets the same rigorous analytical review and diligence process that MC applies in its core business. The sensitivity of financial and operational drivers to external factors is a key component of evaluating investment opportunities and pricing risk. Our investment discipline will allow us to identify opportunities where MC s investment team and/or our operating partners can create stockholder value, which may include operational or capital structure improvements as well as the introduction of new technologies and/or products to drive growth. Driving Post-Acquisition Stockholder Value. We plan to work with the management team of our initial business combination to grow stockholder value both organically and inorganically. MC s senior investment team provides strategic, capital markets and operational advice to MC s portfolio companies, working alongside management to drive new product development, geographic expansion, cost rationalization and technology transformation. Members of MC s senior investment team often sit on the board of companies to which it lends and work side by side with company executives to provide strategic advice on acquisitions, divestitures and capital TABLE OF CONTENTS structure optimization. Moreover, we believe that our ability to leverage the experience and networks of our operating partners, who include former CEOs of successful companies across multiple sectors and industries, provides us with a distinct advantage to empower companies to grow stockholder value. Our Investment Criteria Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not necessarily meet these criteria and guidelines. We intend to seek to acquire one or more businesses that we believe: are poised for growth in an industry undergoing secular change through a meaningful technological transformation. We plan to target businesses that are enhancing their traditional models with technology. have significant embedded and/or underexploited expansion opportunities through add-on acquisitions. Our management team and MC s investment team have significant experience in identifying and executing such opportunities and helping management teams assess the strategic and financial fit. Similarly, our management team and MC s investment professionals have the expertise to assess the likely synergies and processes necessary to help a target integrate acquisition. are fundamentally sound but underperforming their potential in industries that are otherwise exhibiting stable or improving fundamentals. We plan to conduct thorough diligence and rigorously analyze our potential acquisition candidates to understand the risks and opportunities that the business presents and we will pursue opportunities that we believe provide attractive risk-adjusted returns. have a defensible market position with demonstrated advantages that create barriers to entry against new potential market entrants. have a diversified customer base better positioned to endure economic downturns, changes in the industry landscape and evolving customer, supplier and competitor preferences. are understood by our management team, MC s investment professionals and our operating partners, particularly those where we believe we can increase value through our strategic or operational expertise. have underappreciated value and/or sub-optimal capital structure that will be availed by our management s history of providing capital structure solutions, through either capital infusions, creative and/or unique structures or recapitalizations in order to optimize a company s balance sheet and increase equity value. are at an inflection point, such as those requiring additional management expertise or access to capital markets where we believe we or our operating partners can be catalysts to turn that inflection point into transformative growth. will offer attractive risk-adjusted equity returns for our stockholders. We will seek to acquire a target on terms and in a manner consistent with our disciplined investing approach. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of an initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. TABLE OF CONTENTS Our Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, and a review of financial and other information about the target and its industry. We are not prohibited from pursuing our initial business combination with a business that is affiliated with our sponsor, MC, our directors, or our officers or from making the acquisition through a joint venture or other form of shared ownership with our sponsor, MC, our directors, our officers, or their affiliates. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, MC, our directors, or our officers, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. We currently do not have any specific business combination under consideration. MC s investment professionals are from time to time made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with any business combination target. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Each of our directors and officers may, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Initial Business Combination The NYSE rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the TABLE OF CONTENTS amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Notwithstanding the foregoing, if we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. TABLE OF CONTENTS In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock that is held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th. Our executive offices are located at 2200 Atlantic Street, Stamford, Connecticut 06902 and our telephone number is (203) 989-9709. Prior to the completion of this offering upon the filing of our amended and restated certificate of incorporation, we will be renamed Atlantic Avenue Acquisition Corp. Our corporate website address will be www.asaqspac.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to invest in our securities. TABLE OF CONTENTS The Offering In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 25,000,000 units (or 28,750,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-half of one warrant. NYSE symbols Units: ASAQ.U Class A Common Stock: ASAQ Warrants: ASAQ WS Trading commencement and separation of Class A common stock and warrants The units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the Representative informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet of the company reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly, and no later than TABLE OF CONTENTS four business days, after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 25,000,0001 Common stock: Number outstanding before this offering 7,187,5002, 4 Number outstanding after this offering 31,250,0001, 3, 4 Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 7,000,0001 Number of warrants to be outstanding after this offering and the private placement 19,500,0001 Exercisability Each whole warrant is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Exercise price $11.50 per share, subject to adjustment as provided herein. In addition, if we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our initial stockholders or their respective affiliates, without taking into account any founder shares held by them, as applicable, prior to such issuance) (the 1. Assumes no exercise of the underwriters over-allotment option and the forfeiture by our founders of 937,500 founder shares. 2. Consists solely of founder shares and includes up to 937,500 founder shares that are subject to forfeiture by our founders depending on the extent to which the underwriters over-allotment option is exercised. Except as otherwise specified, the rest of this prospectus has been drafted to give effect to the full forfeiture of these 937,500 founder shares. 3. Includes 25,000,000 public shares and 6,250,000 founder shares. 4. Founder shares are classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. TABLE OF CONTENTS newly issued price ), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the issuance of shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the issuance of shares of Class A common stock issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating thereto, until the warrants expire or are redeemed; provided, that if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation; provided, however, that the warrants issued to ASA Co-Investment will not be exercisable more than five years after the effective date of the registration statement of which this prospectus forms a part in accordance with TABLE OF CONTENTS FINRA Rule 5110(f)(2)(G)(i). On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the TABLE OF CONTENTS number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value (as defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value shall mean the average last reported sale price of shares of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section entitled Description of Securities Redeemable Warrants Public Stockholders Warrants for additional information. Except as described below, none of the private placement warrants will be redeemable by us so long as they are held by our initial stockholders or their permitted transferees. Redemption of warrants for Class A common stock Commencing 90 days after the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Redeemable Warrants Public Stockholders Warrants based on the redemption date and the fair market value of our Class A common stock (as defined below) except as otherwise described in Description of Securities Redeemable Warrants Public Stockholders Warrants ; if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding public warrants, as described above; and if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current TABLE OF CONTENTS prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. The fair market value of our Class A common stock shall mean the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities Redeemable Warrants Public Stockholders Warrants for additional information. Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination. Election of directors; voting rights Our amended and restated certificate of incorporation will provide that, prior to our initial business combination, only holders of our founder shares (our Class B common stock) will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of at least 90% of our outstanding common stock entitled to vote thereon. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by applicable law or the applicable rules of the NYSE then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. In connection with our initial business combination, we may enter into a stockholders agreement or other arrangements with the stockholders of the target with respect to voting and other corporate governance matters following the completion of the initial business combination. TABLE OF CONTENTS Founder shares In August 2020, our founders purchased an aggregate of 7,187,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. Our sponsor and ASA Co-Investment purchased 5,750,000 and 1,437,500 of the founder shares, respectively. Prior to the initial investment in the company of $25,000 by our founders, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. In August 2020, our sponsor transferred 145,000 founder shares to each of our independent director nominees at their original per share purchase price. As such, our initial stockholders will collectively own 20% of our outstanding shares after this offering (assuming they do not purchase any units in this offering). If we increase or decrease the size of this offering, we will effect a stock dividend, share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20% of our outstanding shares of common stock upon the consummation of this offering. Up to 937,500 founder shares are subject to forfeiture by our founders depending on the extent to which the underwriters over-allotment option is exercised. If the over-allotment option is not fully exercised, our sponsor may forfeit up to 750,000 founder shares and ASA Co-Investment may forfeit up to 187,500 founder shares. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the election of directors prior to our initial business combination; the founder shares are subject to certain transfer restrictions, as described in more detail below; each of our founders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with (x) the completion of our initial business combination and (y) a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection TABLE OF CONTENTS with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our founders, officers and directors have agreed, pursuant to the terms of a letter agreement, to vote any founder shares and any public shares held by them in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 9,375,001, or approximately 37.5% (assuming all outstanding shares are voted and no exercise of the underwriters over-allotment option), or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and no exercise of the underwriters over-allotment option), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have such initial business combination approved (or, if the applicable rules of the NYSE then in effect require approval by a majority of the votes cast by public stockholders, we would need 12,500,001 of public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted and no exercise of the underwriters over-allotment option) in order to have such an initial business combination approved). the founder shares are automatically convertible into our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and the founder shares are entitled to registration rights. TABLE OF CONTENTS The founder shares purchased by ASA Co-Investment are deemed underwriters compensation by FINRA pursuant to FINRA Rule 5110 and are subject to the restrictions imposed by that rule. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earliest to occur of: (A) one year after the completion of our initial business combination; (B) subsequent to our initial business combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination; and (C) the date following the completion of our initial business combination on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). We refer to such transfer restrictions throughout this prospectus as the lock-up. FINRA 5121 conflict of interest ASA Co-Investment, which beneficially owns more than 10% of our outstanding common stock prior to the consummation of this offering, is an affiliate of the Representative of the underwriters. As a result, the Representative is deemed to have a conflict of interest within the meaning of Rule 5121 of the Financial Industry Regulatory Authority ( Rule 5121 ). Accordingly, this offering is being made in compliance with the applicable provisions of FINRA Rule 5121. FINRA Rule 5121 prohibits the Representative from making sales to discretionary accounts without the prior written approval of the account holder and requires that a qualified independent underwriter, as defined in FINRA Rule 5121, participate in the preparation of the registration statement and exercise its usual standards of due diligence with respect thereto. Loop Capital Markets LLC is acting as a qualified independent underwriter for this offering. Loop Capital Markets LLC will not receive any additional compensation for acting as a qualified independent underwriter. We have agreed to indemnify Loop Capital Markets LLC against certain liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. Please see Underwriting (Conflicts of Interest) for more information. TABLE OF CONTENTS Founder shares conversion and anti-dilution rights We have 7,187,500 shares of Class B common stock, par value $0.0001 per share, outstanding. The shares of Class B common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination. Private placement warrants Our initial stockholders have committed to purchase an aggregate of 7,000,000 private placement warrants (or 7,750,000 if the underwriters over-allotment option is exercised in full) at a price of $1.00 per warrant ($7,000,000 in the aggregate or $7,750,000 in the aggregate if the underwriters over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each private placement warrant is exercisable to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $250,000,000 (or $287,500,000 if the underwriters exercises their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds of the sale of the private placement TABLE OF CONTENTS warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will not be redeemable by us (except as described below under Description of Securities Redeemable Warrants Public Stockholders Warrants Redemption of warrants for Class A common stock ) so long as they are held by our initial stockholders or their permitted transferees. The private placement warrants will be exercisable on a cashless basis so long as they are held by the initial stockholders or their permitted transferees. With respect to private placement warrants held by ASA Co-Investment, they will not be exercisable more than five years from the effective date of the registration statement of which this prospectus forms a part in accordance with FINRA Rule 5110(f)(2)(G)(i). If the private placement warrants are held by holders other than the initial stockholders or their permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. The private placement warrants purchased by ASA Co-Investment or its affiliates are deemed underwriters compensation by FINRA pursuant to FINRA Rule 5110 and are subject to the restrictions imposed by that rule. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). Proceeds to be held in trust account The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $257,000,000 in proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, or $295,250,000 if the underwriters over-allotment option is exercised in full, $250,000,000 ($10.00 per unit), or $287,500,000 ($10.00 per unit) if the underwriters over-allotment option is exercised in full, will be deposited into a U.S.-based trust account at JPMorgan Chase Bank, N.A. and a brokerage institution, with Continental Stock Transfer & Trust Company acting as trustee, and $2,000,000 will be TABLE OF CONTENTS used to pay expenses in connection with the closing of this offering and for working capital following this offering. The funds in the trust account will include the $8,750,000 fee (or $10,062,500 if the underwriters' over-allotment option is exercised in full) payable to the underwriters pursuant to the Business Combination Marketing Agreement described under Underwriting (Conflicts of Interest) Business Combination Marketing Agreement, which fee we refer to throughout this prospectus as the Marketing Fee. The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. Except with respect to interest earned on the funds held in the trust account that may be released to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, and (iii) the redemption of all of our public shares if we have not completed our initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. Based upon current interest rates, we expect the trust account to generate approximately $200,000 of interest annually (assuming an interest rate of 0.08% per year). Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately TABLE OF CONTENTS $1,100,000 in working capital after the payment of approximately $900,000 in expenses relating to this offering; and any loans or additional investments from our founders, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. The NYSE rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post- business combination company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business TABLE OF CONTENTS or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test; provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Permitted purchases of public shares and warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our founders, directors, officers, advisors or their affiliates may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares or warrants such persons may purchase. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, advisors or their affiliates determine to make any such purchases at the time of a stockholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information; and (ii) to clear all trades with a designated officer prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going- TABLE OF CONTENTS private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our founders, directors, officers, advisors or their affiliates will be restricted from making any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the Marketing Fee we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Each of our founders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require stockholder approval while direct TABLE OF CONTENTS mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by applicable law or stock exchange listing requirements or we choose to seek stockholder approval for business or other reasons. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our shares of Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001, after payment of the Marketing Fee (so that we do not then become subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more TABLE OF CONTENTS shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our NYSE listing or Exchange Act registration. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination (or, if the applicable rules of the NYSE then in effect require, a majority of the outstanding shares of common stock held by public stockholders are voted in favor of the business transaction). Unless restricted by NYSE rules, a quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding capital stock of our company entitled to vote at such a meeting. Unless restricted by NYSE rules, our initial stockholders will count toward this quorum. Pursuant to the terms of a letter agreement entered into with us, our founders, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares and any public shares held by them in favor of our initial business combination. We expect that at the time of any stockholder vote relating to our initial business combination, our initial stockholders and their permitted transferees will own at least 20% of our outstanding common stock entitled to vote thereon. These quorum and TABLE OF CONTENTS voting thresholds and the letter agreement may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternative business combination. Tendering stock certificates in connection with a tender offer or redemption rights We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate TABLE OF CONTENTS whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholders approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, which we refer to as the Excess Shares, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our founders or their affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our founders or their affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Our founders, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares redeemed in connection TABLE OF CONTENTS with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial stockholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public stockholder and subject to the 15% limitation in connection with any such redemption right. Redemption rights in connection with proposed amendments to our amended and restated certificate of incorporation Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity, other than amendments relating to the appointment of directors, which require the approval of holders of at least 90% of our outstanding common stock entitled to vote thereon (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders, as described herein), may be amended if approved by holders of at least 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our common stock entitled to vote thereon. In all other instances our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law, or DGCL, or applicable stock exchange rules. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), may participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our founders, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our TABLE OF CONTENTS public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be disbursed directly by the trustee or released to us to pay amounts due to any public stockholders who properly exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination, including the Marketing Fee. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our founders, officers and directors have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we have not completed our initial business combination within such 24-month period, we will: (i) cease all operations except for the TABLE OF CONTENTS purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Each of our founders, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our founders, officers and directors acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time frame. In the event we do not complete our initial business combination and subsequently liquidate, the underwriters will not receive the Marketing Fee and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by us to our founders, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of TABLE OF CONTENTS this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our founders to cover offering-related and organizational expenses; Payment to an affiliate of our sponsor of a total of $10,000 per month, for up to 24 months, for office space, administrative and support services; Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; Payment to Cowen and Company, LLC of (i) its portion of the Marketing Fee, (ii) fees for any financial advisory, placement agency or other similar investment banking services that Cowen and Company, LLC may provide to our company in the future, and (iii) reimbursements for any out-of-pocket expenses incurred by Cowen and Company, LLC in connection with the performance of such services; and Repayment of loans which may be made by our sponsor, an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. These payments may be funded using the net proceeds of this offering and the sale of the private placement warrants not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made by us to our founders, officers or directors, or our or their affiliates. Audit committee Upon effectiveness of this registration statement, we will establish and maintain an audit committee, (which will be composed entirely of independent directors) to among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any TABLE OF CONTENTS noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of interest Certain of our directors have fiduciary and contractual duties to MC and its affiliates. As a result, certain of our directors will have a duty to offer acquisition opportunities to certain MC funds and other entities and no duty to offer such opportunities to us unless presented to them in their capacity as our director. As a result, MC or any of their respective affiliates may compete with us for acquisition opportunities in the same industries and sectors as we may target for our initial business combination. If any of them decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within MC or any of its affiliates, including by our officers and directors affiliated with MC and other persons who may make decisions for the company, may be suitable for both us and for MC or any of its affiliates or clients, and will be directed initially to MC or such persons rather than to us. None of our officers and directors, MC or any of its affiliates or members of our management team who are also employed by MC or any of its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware unless it is offered to them solely in their capacity as our director or officer and after they have satisfied their contractual and fiduciary obligations to other parties. MC generally intends to offer investment opportunities that fit within the investment program of a MC fund to such fund before offering it to us, and may choose to allocate all or part of any such opportunity to any MC affiliate or client or any business in which a MC affiliate has invested instead of offering such opportunity to us. The potential conflicts described above may limit our ability to enter into a business combination or other transactions. MC and its affiliates engage, and in the future will engage, in a broad spectrum of activities, including direct investment activities and investment advisory activities, and have extensive investment activities (including principal investments by MC affiliates for their own account), on behalf of both persons or entities to which they provide investment advice and on a principal basis, TABLE OF CONTENTS that are independent from, and may from time to time conflict or compete with, our activities. These circumstances could give rise to numerous situations where interests may conflict. There can be no assurance that these or other conflicts of interest with the potential for adverse effects on us and our investors will not arise. In addition, MC and its affiliates, including our officers and directors who are affiliated with MC, may sponsor or form other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. For more information on the entities to which our officers and directors currently have fiduciary or contractual obligations, please refer to Management Conflicts of Interest. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. TABLE OF CONTENTS Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such eventuality. We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor to have all third parties, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. TABLE OF CONTENTS Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors in this prospectus. TABLE OF CONTENTS Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. August 5, 2020 Actual Balance Sheet Data: Working capital $(165,714) Total assets $215,159 Total liabilities $190,714 Value of common stock that may be redeemed in connection with our initial business combination ($10.00 per share) $ Stockholders equity (deficit) $24,445 If no business combination is completed within 24 months from the closing of this offering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Each of our founders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within such 24-month time period. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001820143_rmg_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001820143_rmg_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c95e832f80e1ab476713ce1fe49e443653b47851
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001820143_rmg_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 tm2026112-4_s1a.htm S-1/A tm2026112-4_s1a - block - 22.1502646s TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 2, 2020. Registration No. 333-249342 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 1 to REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RMG Acquisition Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1550286 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 50 West Street, Suite 40C New York, NY 10006 (212) 785-2579 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Robert S. Mancini Chief Executive Officer RMG Acquisition Corporation II 50 West Street, Suite 40C New York, NY 10006 (212) 785-2579 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Gregg A. Noel, Esq. Michael J. Mies, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 (650) 470-4500 Paul D. Tropp, Esq. Christopher J. Capuzzi, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 (212) 596-6000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. TABLE OF CONTENTS We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. TABLE OF CONTENTS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001820727_mudrick_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001820727_mudrick_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4f8e670d82302e870ffb972b2db2ffa367a4f74f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001820727_mudrick_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 tm2028764d3_s-1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on December 2, 2020. Registration No. 333-249402 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 6770 85-2347188 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 527 Madison Avenue, 6th Floor New York, NY 10022 (646) 747-9500 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) Jason Mudrick Chief Executive Officer 527 Madison Avenue, 6th Floor New York, NY 10022 (646) 747-9500 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Jonathan H. Deblinger, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY10105 (212) 370-1300 Elliott M. Smith, Esq. Jessica Y. Chen, Esq. White & Case LLP 1221 Avenue of the Americas New York, New York 10020 (212) 819-8200 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant(2) 28,750,000 Units $ 10.00 $ 287,500,000 $ 37,639.50 Shares of Class A common stock included as part of the units(3) 28,750,000 Shares — — — (4) Redeemable warrants included as part of the units(3) 14,375,000 Warrants — — — (4) Total $ 287,500,000 $ 37,639.50 (5) (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 3,750,000 units, consisting of 3,750,000 shares of Class A common stock and 1,875,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) No fee pursuant to Rule 457(g) under the Securities Act. (5) Previously Paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS SUMMARY 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY 29
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001820931_oaktree_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001820931_oaktree_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2e30fa32a7ac1ff231e40ab2b433658b367565a0
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001820931_oaktree_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association of the Company in place upon the consummation of this offering; assets under management or AUM are to assets managed by Oaktree and a proportionate amount ($27.5 billion) of the AUM reported by DoubleLine Capital LP ( Doubleline ), in which Oaktree owns a 20% minority interest (Oaktree s methodology for calculating AUM includes (i) the net asset value of assets managed directly by Oaktree, (ii) the leverage on which management fees are charged, (iii) undrawn capital that Oaktree is entitled to call from investors in Oaktree funds pursuant to their capital commitments, (iv) for collateralized loan obligation vehicles, the aggregate par value of collateral assets and principal cash, (v) for publicly-traded business development companies ( BDCs ), gross assets (including assets acquired with leverage), net of cash, and (vi) Oaktree s pro rata portion of the AUM reported by DoubleLine. Oaktree s calculation of AUM may differ from the calculations of other asset managers and, as a result, Oaktree s measurements of AUM may not be comparable to similar measures presented by other asset managers. Oaktree s definition of AUM is not based on the definitions of AUM that may be set forth in agreements governing the investment funds, vehicles or accounts that it manages and is not calculated pursuant to regulatory definitions); Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; Founders are to Patrick McCaney, Alexander Taubman, Zaid Pardesi and Mathew Pendo, senior investment professionals of Oaktree; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); management or our management team are to our executive officers and directors; Oaktree are to Oaktree Capital Management, L.P., an affiliate of our sponsor, and its affiliates where applicable; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 14, 2020 Oaktree Acquisition Corp. II $225,000,000 22,500,000 Units Oaktree Acquisition Corp. II is a newly formed blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we will not be limited to a particular industry or geographic region, given the experience of our management team and Oaktree Capital Management, L.P. (referred to herein as Oaktree ), our acquisition and value creation strategy will be to identify, acquire, and build a company in the industrial and consumer sectors. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,375,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations described herein. If we are unable to consummate an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Oaktree Acquisition Holdings II, L.P., has agreed to purchase 4,333,333 warrants (or 4,783,333 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. Our sponsor currently owns 6,468,750 Class B ordinary shares which will automatically convert into Class A ordinary shares at the time of our initial business combination as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the election of directors. Currently, there is no public market for our securities. We intend to apply to list our units on the New York Stock Exchange, or NYSE, under the symbol OACB.U We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the NYSE under the symbols OACB and OACB WS, respectively, on the 52nd day following the date of this prospectus unless the underwriters permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 37 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 225,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 12,375,000 Proceeds, before expenses, to us $ 9.45 $ 212,625,000 (1) Includes $0.35 per unit, or $7,875,000 in the aggregate (or $9,056,250 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $225,000,000, or $258,750,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Deutsche Bank Securities , 2020 Citigroup Table of Contents public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; and sponsor are to Oaktree Acquisition Holdings II, L.P., a Cayman Islands exempted limited partnership; we, us, company or our company are to Oaktree Acquisition Corp. II, a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. While we may pursue an acquisition opportunity in any business industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and manage a business in the industrial and consumer sectors that can benefit from our differentiated and proprietary deal flow, leading brand name and global network. Furthermore, we believe that our management team is positioned to drive ongoing value creation post-business combination, as our team has done with investments in the industrial, consumer and other sectors over time. We believe our management team is well suited to identify opportunities that have the potential to generate attractive risk-adjusted returns for our shareholders. Our sponsor is an affiliate of Oaktree, a registered investment adviser with global investment experience. Through our affiliation with Oaktree, we intend to capitalize on the ability of the Oaktree platform in the industrial and consumer sectors. Given Oaktree s global reach and experience, we believe our team has the required investment, operational, diligence and capital raising expertise to effect a business combination with an attractive target and to position it for long-term success in the public markets. Oaktree Oaktree is a leading global investment management firm headquartered in Los Angeles, California, with over 1,000 employees throughout offices in 19 cities worldwide. As of June 30, Table of Contents 2020, Oaktree had approximately $121.9 billion in assets under management (including $27.5 billion attributable to Oaktree s 20% minority interest in DoubleLine). Oaktree s senior executives and investment professionals have focused on less efficient markets and alternative investments for over 34 years. Oaktree emphasizes a value-oriented approach to deploying capital in control investing, listed equities, and other alternative investment strategies. Oaktree s primary firm wide goal is to achieve attractive returns while effectively managing global risk and focusing on opportunistic situations across a wide variety of asset classes and market sectors. Oaktree believes that it can achieve this goal by taking advantage of market inefficiencies in which financial markets and their participants fail to accurately value assets or fail to make available to companies the capital that they reasonably require. Oaktree believes that its defining characteristic is its adherence to the highest professional standards, which has yielded several important benefits. Most importantly, Oaktree believes this characteristic has allowed Oaktree to attract and retain a talented group of investment professionals, while being viewed as a partner of choice for potential investment opportunities. We believe that the breadth of the Oaktree platform and the collective expertise of our management team will allow us to identify numerous initial acquisition targets across the industrial, consumer, and other sectors. Our multi-decade track record of successful investing in both public and private markets gives us differentiated access and insights into a deep network of institutional investors worldwide, as well as a diversified portfolio of lending relationships. Our client base includes leading pension plans, insurance companies, endowments, foundations and sovereign wealth funds. Furthermore, Oaktree expects to leverage strong relationships with banks and other financial institutions as well as brokers and attorneys. This network of contacts is instrumental in obtaining access to investment opportunities, some of which are made available to Oaktree on a highly selective, and in some cases an exclusive, basis. Value Equities Team Oaktree s Value Equities team seeks to produce superior risk-adjusted returns by investing in high-conviction private and public equity investments and has generated strong absolute and relative performance since inception. This team has managed Oaktree Acquisition Corp. ( OAC ) (NYSE:OAC) since July 22, 2019. Oaktree Acquisition Corp. II will be a natural extension of this team s day-to-day business and benefit from the proprietary deal flow the team sources, both internally, from other groups across the global Oaktree platform, and externally, from our breadth of industry relationships. We believe the Value Equities team s capabilities and experience managing OAC will complement Oaktree Acquisition Corp. II and dedicate the required resources to effect a successful business combination. In addition, we are well positioned to source additional funding in the capital markets, as required. Portfolio manager Patrick McCaney and his team launched the Value Equities strategy in 2012, employing Oaktree s balance sheet, and subsequently opened the strategy to Oaktree clients in 2014 with the launch of the Value Equity Fund, L.P. (the Value Equity Fund ), anchored by approximately $95 million of Oaktree employee and general partner capital (including sizable personal investments by Howard Marks and Bruce Karsh, the co-founders of Oaktree). As of June 30, 2020, the Value Equities strategy managed $667 million of assets, and is still comprised of a high percentage of Oaktree employee capital. Mr. McCaney has built out a skilled team of investment analysts possessing significant equity and cross-capital structure experience, each of whom adheres to Oaktree s value investing philosophy. The team engages Table of Contents in private equity-style in-depth business, financial and legal due diligence on every investment, before acquiring a meaningful ownership stake that it intends to hold onto long-term. Given its highly-concentrated portfolio, the team applies a hands-on approach with every investment whereby they work closely with management teams to grow their businesses over time, supported by Oaktree and the Value Equities team s public markets sponsorship and resources. The team regularly influences board decisions of portfolio companies and has experience influencing board compositions. Furthermore, the Value Equities team has extensive experience working with company management of both public and private businesses, across market capitalizations and industries. Oaktree s global platform, which offers significant differentiation relative to competitors, provides the Value Equities team and will provide Oaktree Acquisition Corp. II with key structural and operational advantages. We expect to (i) leverage Oaktree s research capabilities and industry expertise, including a multi-million dollar annual research budget and over 300 investment professionals, (ii) access extensive deal flow from institutional client relationships, banks and brokers, (iii) attract talented investment professionals and advisors, (iv) enjoy increased influence with company boards and management teams, (v) seek restructuring advice if necessary from investment professionals managing over $19 billion in distressed strategies as of June 30, 2020, and (vi) leverage Oaktree s extensive infrastructure, including over 700 back-office employees. Moreover, the Value Equities team is particularly well positioned within Oaktree to manage the day-to-day efforts of Oaktree Acquisition Corp. II given its experience managing OAC and its deep understanding of the public markets and how to tailor transactions that best position private companies to succeed as long-term public companies. See Risk Factors Past performance by Oaktree or its affiliates, including our management team, may not be indicative of future performance of an investment in us. Our Founders, Our Board of Directors and Management Patrick McCaney serves as Chief Executive Officer and a director on the board of directors of Oaktree Acquisition Corp. II and OAC and has served as portfolio manager for Oaktree s Value Equities strategy since its inception. Mr. McCaney oversees the analysis, portfolio construction and management of the Value Equities strategy. Since joining Oaktree, he has led more than 40 public and private investments across a variety of sectors. Prior to joining Oaktree, Mr. McCaney spent more than seven years as an investment professional for the Special Situations Group of Goldman, Sachs & Co., where he originated, executed and managed investments of Goldman s proprietary capital. Alexander Taubman is President of Oaktree Acquisition Corp. II and OAC and a managing director within Oaktree s Value Equities strategy, which he helped launch. Mr. Taubman contributes to the analysis, portfolio construction and management of the Value Equities strategy. He has led public and private investments in consumer, industrial, media, financials and various other sectors. Prior to joining Oaktree in 2014, Mr. Taubman was an investment professional in the Special Situations Group at Goldman, Sachs & Co., where he originated, executed, and managed investments of Goldman s balance sheet capital. Zaid Pardesi is Chief Financial Officer and Head of M&A of Oaktree Acquisition Corp. II and OAC and he is a senior vice president within Oaktree s Value Equities strategy. He has spent his career originating, acquiring and managing middle-market companies in the industrial, consumer, and healthcare sectors, often operating platforms as CFO. Mr. Pardesi joined Oaktree Table of Contents in 2019 from The Cranemere Group, a global holding company, where he was a senior investment professional acquiring middle-market businesses. Prior thereto, Mr. Pardesi was an investor at H.I.G. Capital and at AEA Investors in New York and London. He began his career at Bain & Company. Mathew Pendo is Chief Operating Officer of Oaktree Acquisition Corp. II and OAC and the Head of Corporate Development and Capital Markets for Oaktree, the President and Chief Operating Officer of the three Oaktree managed BDC s: Oaktree Specialty Lending Corporation, Oaktree Strategic Income Corporation and Oaktree Strategic Income II. Mr. Pendo joined Oaktree in 2015. His prior experience includes serving as the chief investment officer of the Troubled Asset Relief Program (TARP) of the U.S. Department of the Treasury, where he was honored with the Distinguished Service Award in 2013. Mr. Pendo began his career at Merrill Lynch, where he spent 18 years, starting in their investment banking division before becoming managing director of the technology industry group. Subsequently, Mr. Pendo was a managing director at Barclays Capital, first serving as co-head of U.S. Investment Banking and then co-head of Global Industrials group. John Frank serves as the Chairman and a director on the board of directors of Oaktree Acquisition Corp. II and OAC and is Oaktree s Vice Chairman, working closely with Howard Marks, Bruce Karsh and Jay Wintrob (Oaktree s Chief Executive Officer) in managing the firm. Since October 2017, Mr. Frank has also served as the Chairman of the boards of directors of Oaktree Strategic Income Corp. and Oaktree Specialty Lending Corporation. Mr. Frank joined Oaktree in 2001 as General Counsel and was named Oaktree s Managing Principal in early 2006, a position which he held for about nine years. As Managing Principal, Mr. Frank was the firm s principal executive officer and responsible for all aspects of the firm s management. Prior to joining Oaktree, Mr. Frank was a partner of the Los Angeles law firm of Munger, Tolles & Olson LLP where he managed a number of notable merger and acquisition transactions. Prior to joining Munger Tolles in 1984, Mr. Frank served as a law clerk to the Honorable Frank M. Coffin of the United States Court of Appeals for the First Circuit. Prior to attending law school, Mr. Frank served as a Legislative Assistant to the Honorable Robert F. Drinan, Member of Congress. Paul Meister has agreed to serve on the board of directors of Oaktree Acquisition Corp II. Mr. Meister is co-founder, and since 2008, Chief Executive Officer of Liberty Lane Partners, LLC, a private investment company with diverse investments in healthcare, technology and distribution-related industries, and is Vice Chairman and Co-Founder of Perspecta Trust, a New Hampshire based trust company. Mr. Meister also served as President of MacAndrews & Forbes Incorporated from 2014 to 2018. Previously, Mr. Meister was appointed Executive Vice Chairman of Revlon, Inc. to serve as the principal executive officer on an interim basis when the Chief Executive Officer of Revlon, Inc. resigned in January 2018. Mr. Meister previously served as Chairman and Chief Executive Officer of inVentiv Health, Inc. (now Syneos Health Inc.) (NASDAQ:SYNH), a provider of commercial, consulting and clinical research services to the pharmaceutical and biotech industries, from 2010 until 2014. Mr. Meister was Chairman of Thermo Fisher Scientific Inc. (NYSE:TMO), a scientific instruments equipment and supplies company, from November 2006 until April 2007. He was previously Vice Chairman of Fisher Scientific International, Inc., a predecessor to Thermo Fisher, from 2001 to 2006, and Chief Financial Officer of Fisher Scientific from 1991 to 2001. Prior to Fisher Scientific, Mr. Meister held executive positions with the Henley GrouAmAAp, Wheelabrator Technologies and Abex, Inc. Mr. Meister has served as a director of Quanterix Corporation (NASDAQ:QTRX) since 2013, Aptiv PLC (NYSE: APTIV) since July 2019, and Amneal Pharmaceuticals, Inc. (NYSE: AMRX) since August 2019. He also previously served as director of Scientific Games Corporation Table of Contents (NASDAQ: SGMS), which provides customized, end-to-end solutions to the gaming industry from 2012 to 2020: LKQ Corporation (NASDAQ:LKQ), a distributor of vehicle products, from 1999 until 2018; vTv Therapeutics Inc. (NASDAQ:VTVT), a clinical-stage bio pharmaceutical company, from 2015 until 2018; and Revlon (NYSE:REV) from 2015 to 2018. Mr. Meister has served as a director of OAC from 2019 to present. Mr. Meister is Co-Chair of the University of Michigan s Life Sciences Institute External Advisory Board and Chair of the Provost s Advisory Committee. Andrea Wong has agreed to serve on the board of directors of Oaktree Acquisition Corp. II. Ms. Wong serves on the boards of OAC, Liberty Media Corporation (NASDAQ:LSXMK), Qurate Retail Group (NASDAQ:QRTEA) and Hudson Pacific Properties (NYSE:HPP). She is also a Governor of the British Film Institute and a Trustee of the Royal Academy of Arts. Ms. Wong was most recently President, International Production for Sony Pictures Television and President, International for Sony Pictures Entertainment based in London. She oversaw Sony Pictures Television s 18 overseas production companies, creating nearly 1,300 hours of entertainment around the world each year. Previously, Ms. Wong served as President and CEO of Lifetime Networks where she oversaw the operations of Lifetime Television, Lifetime Movie Network, Lifetime Real Women, and Lifetime Digital, including programming, marketing, advertising sales, affiliate sales, public affairs, business and legal affairs, strategic planning, operations and research. Prior to that, Ms. Wong was Executive Vice President, Alternative Programming, Specials and Late Night at ABC. Anthony Grillo has agreed to serve on the board of directors of Oaktree Acquisition Corp. II. Mr. Grillo has served as a director of Littelfuse, Inc. (NASDAQ:LFUS) since 1991 and OAC since 2019. Mr. Grillo has also served and is currently serving on the boards of directors of NarrativeWave, Inc. since 2017 and WeR.AI, Inc. since February 2018. Mr. Grillo is one of the founders of American Securities Advisors, LLC and affiliates (now known as Ascribe Opportunities Management, LLC), an advisory and private equity investment firm established in 2005. Mr. Grillo served as Managing Director of Ascribe until his retirement in December 2018. From 2001 through 2004, Mr. Grillo served as Senior Managing Director of Evercore Partners, Inc. (NYSE:EVR), an investment banking boutique providing advisory services to multinational corporations on significant mergers, acquisitions, divestitures, restructurings and other strategic corporate transactions, where he founded the restructuring practice for the firm. From 1999 through 2001, Mr. Grillo served as Senior Managing Director of Joseph Littlejohn & Levy, Inc., a private equity firm. From 1991 through 1999, Mr. Grillo was a Senior Managing Director of the Blackstone Group L.P. (NYSE:BX), a private equity firm. Mr. Grillo previously served as a director of GeoKinetics, from 2013 through 2015, and Lumeta Corporation, from 2016 through June 2018. In April 2019, several members of our management team founded OAC, a blank check company incorporated as a Cayman Islands exempted company and formed for substantially similar purposes as our company. OAC completed its initial public offering in July 2019, in which it sold 20,125,000 units, each consisting of one Class A ordinary share of OAC and one-third of one redeemable warrant to purchase one Class A ordinary share of OAC, for an offering price of $10.00 per unit, generating aggregate proceeds of $201.25 million. Mr. McCaney, Mr. Taubman, Mr. Pardesi and Mr. Pendo each serve as the Chief Executive Officer, President, Chief Financial Officer and Head of M&A and Chief Operating Officer of OAC, respectively. Additionally, Mr. McCaney and each of our other directors serve as directors of OAC s Board of Directors. Our management and our directors each owe fiduciary duties under Cayman Islands law to OAC. OAC has not yet announced or completed its initial business combination. Table of Contents With respect to the above, past performance of our management team, the Value Equity Fund or Oaktree and its affiliates is not a guarantee of either (i) success with respect to a business combination that may be consummated or (ii) the ability to successfully identify and execute a transaction. You should not rely on the historical record of management or Oaktree and its affiliates as indicative of future performance. See Risk Factors Past performance by Oaktree or its affiliates, including our management team, may not be indicative of future performance of an investment in us. For a list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. Certain of our officers and directors have fiduciary and contractual obligations to Oaktree and to certain companies in which Oaktree has invested, including OAC. As a result, certain of our officers and directors will have a duty to offer acquisition opportunities to certain Oaktree funds before Oaktree Acquisition Corp. II can pursue such opportunities. However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination. We believe this conflict of interest will be naturally mitigated, to some extent, by the differing nature of the acquisition targets Oaktree typically considers most attractive for Oaktree funds and the types of acquisitions we expect Oaktree Acquisition Corp. II to find most attractive. As a result of due diligence from the broader platform, we may become aware of a potential transaction that is not a fit for the traditional investing activities of Oaktree but that is an attractive opportunity for Oaktree Acquisition Corp. II. In addition to the above, our officers and directors are not required to commit any specific amount of time to our affairs, and, accordingly will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Business Strategy While we will not be limited to a particular industry or geographic region, given the experience of our management team and Oaktree, our acquisition and value creation strategy will be to identify, acquire and build a company in the industrial and consumer sectors. Our acquisition strategy will leverage Oaktree s network of proprietary deal sourcing where we believe a combination of industry research, private equity sponsorship and lending relationships will provide us with a number of business combination opportunities. Additionally, we expect that relationships cultivated from years of transaction experience with management teams of public and private companies, investment bankers, restructuring advisers, attorneys and accountants will provide potential opportunities for Oaktree Acquisition Corp. II. Our goal is to collaborate with a company that already is a fundamentally healthy company. Oaktree Acquisition Corp. II will seek to work with a potential acquisition candidate to access the capital markets, attract top tier management talent, and execute a proprietary value-creation business plan helping the company continue to grow into the next phase of its life cycle. Oaktree Acquisition Corp. II intends to employ a fundamental, value-oriented acquisition framework that seeks a target with the potential for significant equity value creation coupled with strong downside protection from dependable cash flows and a durable business franchise. The management team along with its Board of Directors have experience in: Operating companies in the public and private markets, defining corporate strategy, and identifying, mentoring and recruiting top talent; Growing companies, both organically and through strategic transactions, expanding product portfolios and broadening geographic footprints; Table of Contents Strategically investing in leading private and public industrial and consumer companies to help accelerate growth and maturation; Sourcing, structuring, acquiring and selling businesses; Accessing public and private capital markets to optimize capital structure, including financing businesses and helping companies transition ownership structures; and Fostering relationships with sellers, capital providers and experienced target management teams. Following the completion of this offering, we will communicate with our management s network of deal sourcing relationships to articulate the parameters for our search for a potential business combination and begin the process of pursuing and reviewing potential opportunities. Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines which we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that we believe: Will benefit from a public currency. Access to the public equity markets could allow the target company to utilize an additional form of capital, enhancing its ability to pursue accretive acquisitions, high-return capital projects, and/or strengthen its balance sheet; Has a healthy growing platform. We will seek to invest in companies that we believe possess attractive business models that will provide a growing platform for equity investors; Has a management team and/or a strong sponsor that desires a significant equity stake in the post-business combination company. We will seek to partner with a management team and/or seller who is well-incentivized and aligned in an effort to create shareholder value; Can be acquired at an attractive valuation for public market investors. We will seek to be a disciplined steward of capital that will invest on terms that we believe provide attractive risk-adjusted returns; Will be resilient to economic cycles. We will focus on recession-resilient business models; Will have attractive cash flow profile and/or unit economics. We will seek to target businesses with attractive financial attributes; and Will benefit from Oaktree s long-term sponsorship as it looks to accelerate its growth in the public markets. We intend to acquire a company which we believe will benefit from our differentiated industry network, brand and proprietary value-creation capabilities to improve financial performance and business planning. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem Table of Contents relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We will also utilize our operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion that our initial business combination is fair to our company from a financial point of view from either an independent investment banking firm or an independent accounting firm. Members of our management team may directly or indirectly own our ordinary shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. Initial Business Combination Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (net of amounts previously disbursed to management for Regulatory Withdrawals (as defined herein) and excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion with respect to the satisfaction of such criteria from an independent investment banking firm or an independent valuation or accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations. We may, at our option, pursue an acquisition opportunity jointly with one or more parties affiliated with Oaktree, including without limitation, officers and partners of Oaktree, investment Table of Contents funds, accounts, co-investment vehicles and other entities managed by affiliates of Oaktree and/or investors in funds, accounts, co-investment vehicles and other entities managed by affiliates of Oaktree. Any such party may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a specified future issuance. The amount and other terms and conditions of any such joint acquisition or specified future issuance would be determined at the time thereof. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is Table of Contents not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Oaktree or our sponsor, Founders, officers or directors. In the event we seek to complete our initial business combination or, subject to certain exceptions, subsequent material transactions with a company that is affiliated with Oaktree, our sponsor or any of our Founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. Our officers and directors have neither individually identified nor considered a target business nor have they had any substantive discussions regarding possible target businesses with respect to a business combination with our company among themselves or with our underwriters or other advisors. Oaktree is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We will not consider a business combination with any company that has already been identified to Oaktree as a suitable acquisition candidate for it, unless Oaktree, in its sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity in accordance with Oaktree s applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Oaktree manages multiple investment vehicles, and may raise additional funds and/or accounts in the future, which may be during the period in which we are seeking our initial business combination. These Oaktree investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. In addition, certain of our Founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, investment funds, accounts, co-investment vehicles and other entities managed by Oaktree or its affiliates and certain companies in which Oaktree or such entities have invested. As a result, if any of our Founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any Oaktree funds or other investment vehicles), then, he, she or it may be required to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to Oaktree or our Founders may be suitable for both us and a current or future Oaktree fund, portfolio company or other investment entity and may first be Table of Contents directed to such fund, portfolio company or other entity before being directed, if at all, to us. None of Oaktree, our Founders or any members of our board of directors who are also employed by Oaktree or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of Oaktree. However, we do not expect these duties to materially affect our ability to complete our initial business combination. To address the matters set out above our amended and restated memorandum and articles of association provide that, to the maximum extent permitted by law, we renounce any interest or expectancy in, or in being offered an opportunity to participate in any business combination opportunity which may be a corporate opportunity for both us and OAC and another entity, including any entities managed by Oaktree or its affiliates and any companies in which Oaktree or such entities have invested about which any of our officers or directors acquires knowledge and we will waive any claim or cause of action we may have in respect thereof. In addition our amended and restated articles of association will contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to the Company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity. Our Founders and our directors and officers, Oaktree, or its affiliates may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates and the director and officer teams. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our Founders, officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our Founders, officers and directors have and will have in the future time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by Oaktree or its affiliates. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investments funds, accounts, co-investment vehicles and other entities managed by Oaktree or its affiliates (including, without limitation, arising as a result of certain of our Founders, officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles and other entities), Oaktree and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. On March 13, 2019, Brookfield Asset Management Inc. ( Brookfield ) and Oaktree Group, LLC ( OCG ) announced that they had entered into an agreement pursuant to which Brookfield would acquire a majority interest in Oaktree s business. The transaction closed on September 30, 2019. Upon the closing of the transaction, Brookfield acquired approximately 61.2% of the Oaktree business and OCG s Class A common units ceased to be publicly traded. In addition to acquiring all outstanding Class A common units held by the public, Brookfield purchased all remaining equity interests held by the outside institutional investors who had acquired equity in 2004 and 2007 and a portion of the non-public equity interests held by current and former Oaktree executives and employees. Both Brookfield and Oaktree continue to operate Table of Contents their respective businesses independently, partnering to leverage their strengths, with each remaining under its prior brand and led by its prior management and investment teams. In connection with the 2019 transaction Brookfield agreed to purchase the remaining approximate 38.8% of Oaktree s business over a number of years from the current and former Oaktree executives and employees who own those equity interests. Corporate Information Our executive offices are located at 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and expect to receive, after the effectiveness of the registration statement of which this prospectus forms a part, a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (as amended) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. Table of Contents We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Table of Contents The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 22,500,000 units, at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-fourth of one redeemable warrant. Proposed NYSE symbols Units: OACB.U Class A ordinary shares: OACB Warrants: OACB WS Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited Table of Contents balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 22,500,000(1) Ordinary shares: Number outstanding before this offering 6,468,750(2)(3) Number outstanding after this offering 28,125,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,333,333 Number of warrants to be outstanding after this offering and the sale of private placement warrants 9,958,333 Exercisability Each whole warrant sold in this offering is exercisable to purchase one Class A ordinary share. Only whole warrants are exercisable. We structured each unit to contain one-fourth of one warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to (1) Assumes no exercise of the underwriters over-allotment option. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (3) Includes 843,750 founder shares that are subject to forfeiture. (4) Includes 22,500,000 public shares and 5,625,000 founder shares, assuming 843,750 founder shares have been forfeited. Table of Contents reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by us and, (i) in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to Oaktree or its affiliates, without taking into account the transfer of founder shares or private placement warrants (including if such transfer is effectuated as a surrender to us and subsequent reissuance by us) by our sponsor in connection with such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and Table of Contents twelve months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; Table of Contents upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value (as defined below) of our Class A ordinary shares except as otherwise described in Description of Securities Warrants Public Shareholders Warrants ; if, and only if, the reported closing price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; and Table of Contents if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares shall mean the average last reported sale price of our Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Founder shares On August 7, 2020, the sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in consideration of 6,468,750 Class B ordinary shares, par value $0.0001. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our sponsor (and its permitted transferees), on an as-converted basis, at 20% of our issued Table of Contents and outstanding Class A ordinary shares upon the consummation of this offering. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the election of directors prior to our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, (ii) to waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our sponsor and each member of our management team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 8,437,501 or 37.5% (assuming all outstanding shares are voted and the over-allotment option is not exercised) of the 22,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). The other members of our management Table of Contents team have entered into agreements similar to the one entered into by our sponsor with respect to any public shares acquired by them in or after this offering; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares at the time of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of Class A ordinary shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect Table of Contents as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Election of Directors; Voting Rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution which shall include the affirmative vote of a majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 4,333,333 private placement warrants (or 4,783,333 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant ($6,500,000 in the aggregate or $7,175,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not consummate an initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable (except as set forth under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Table of Contents Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Proceeds to be held in trust account Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $225,000,000, or $258,750,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee and $2,000,000 will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $7,875,000 (or $9,056,250 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to fund our regulatory compliance requirements and other costs related thereto (a Regulatory Withdrawal ), subject to an annual limit of $250,000, for a maximum of 24 months and/or to pay our income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses) our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, provide that the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (b) the redemption of any Table of Contents public shares properly tendered in connection with a shareholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we are unable to complete our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we are unable to complete an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to funding of Regulatory Withdrawals and the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.09% per year, we estimate the interest earned on the trust account will be approximately $202,500 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in Table of Contents the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination NYSE rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (net of amounts previously disbursed to management for Regulatory Withdrawals and excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or a valuation or appraisal firm. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive Table of Contents officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases of Our Securities for a description of how our sponsor, directors, executive officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Table of Contents Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to fund our Regulatory Withdrawals, subject to an annual limit of $250,000, for a maximum of 24 months and/or to pay our income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor and each member of our management team have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares in connection with the completion of our initial business combination. Limitations on redemptions Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of Table of Contents shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares voted are voted in favor of the business Table of Contents combination. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 8,437,501 or 37.5% (assuming all outstanding shares are voted and the over-allotment option is not exercised) of the 22,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). The other members of our management team have entered into agreements similar to the one entered into by our sponsor with respect to any public shares acquired by them in or after this offering. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association require that at least ten days notice will be given of any such shareholder meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender Table of Contents offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Table of Contents Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we are unable to consummate an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to fund our Regulatory Withdrawals and/or to pay our income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Table of Contents Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor, directors and members of our management team have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. However, if our sponsor, directors or members of our management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not consummate an initial business combination within 24 months from the closing of this offering, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to fund our Regulatory Withdrawals and/or to pay our income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and Table of Contents distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsors, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: Reimbursement of funds advanced to us by our sponsor to cover offering-related and organizational expenses; Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in the amount of $10,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Table of Contents Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering held outside the trust account or from loans made to us by our sponsor or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001821018_ion_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001821018_ion_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a841afd1b3e7d1ad70581152b0ff637c8d343f83
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001821018_ion_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company; Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; Cowen are to Cowen and Company, LLC, the underwriter in this offering; directors are to our current directors and director nominees; forward purchase agreements are to the agreements providing for the sale of forward purchase shares to forward purchase investors in private placements that will close substantially concurrently with the closing of our initial business combination; forward purchase investors are, collectively, to ION Crossover Partners LP, The Phoenix Insurance Company Ltd., The Phoenix Insurance Company Ltd. (Nostro) and The Phoenix Excellence Pension and Provident Fund Ltd., and any funds affiliated therewith, that are party to a forward purchase agreement with us; forward purchase shares are to up to 5,000,000 Class A ordinary shares to be issued to the forward purchase investors pursuant to the forward purchase agreements; founder shares are to our Class B ordinary shares initially purchased by our founders in a private placement prior to this offering and our Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; founders are to our sponsor and ION Co-Investment (or an affiliate of Cowen that initially purchased certain of the founder shares); initial shareholders are to our sponsor, ION Co-Investment and the other holders of our founder shares prior to this offering (if any); ION Co-Investment are to ION Co-Investment LLC, an affiliate of Cowen; management or our management team are to our officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; public shares are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares; provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; sponsor are to ION Holdings 1, LP, a Cayman Islands limited liability company; and warrants are to our public warrants and private placement warrants. 1 Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we state otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture of an aggregate of 750,000 founder shares by our sponsor and ION Co-Investment for no consideration. General We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Our sponsor is an affiliate of ION Asset Management Ltd ( ION Asset ), an Israel-based investment management group established in 2006. ION Asset s management team has significant expertise, knowledge and experience, and currently manages assets worth approximately $1.5 billion, including managed accounts, hedge funds and private equity portfolios. ION Asset s management teams invest in public and private companies using a bottom-up stock selection approach to pursue attractively priced companies with long-term revenue and earnings growth prospects. ION Asset s management and investment teams have demonstrated a strong track record of historical performance. All funds and portfolios under management, investing in public securities, have exceeded their respective benchmark indices, the S&P 500 and the TA-125, both in terms of compound annual rate of return and cumulative total return from inception to date. While we may pursue an initial business combination opportunity in any industry or sector, we intend to focus on the rapidly growing universe of Israeli companies and entrepreneurs that apply technology and innovation to our everyday lives. We will utilize the expertise and capabilities of our management team to provide support to companies seeking to access the U.S. public markets and will look to create long-term shareholder value by supporting growth and expansion opportunities. In addition, we believe our ability to complete our initial business combination will be enhanced by our forward purchase arrangements. Specifically, we entered into forward purchase agreements, pursuant to which the forward purchase investors agreed to purchase an aggregate of up to 5,000,000 Class A ordinary shares, at a purchase price of $10.00 per share, or up to $50.0 million in the aggregate, in private placements that will close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreements do not depend on whether any Class A ordinary shares are redeemed by our public shareholders. We believe this committed capital will provide us with greater opportunities to complete a business combination with potential sellers. Our Management Team Our management team is passionate about scaling global technology companies and founders so they can achieve their full potential. Our management team includes veterans of the Israeli technology community who have deep roots throughout our growing target market, including personal connections with founders, entrepreneurs, executives and private and public investors. Our management team is led by our Chairman, Jonathan Kolber, our Chief Executive Officer, Gilad Shany, our President & Chief Operating Officer, Avrom Gilbert, and our Chief Financial Officer, Anthony Reich, each of whom has significant experience building, operating and investing in 2 innovative companies that compete on a global scale. They will be supported by an experienced team of investment professionals as further described below. We believe our management team has complementary skills and experience relevant to our business strategy, including decades of experience investing in, building and managing innovative companies through all stages of development, which we believe represents a competitive advantage. Jonathan Kolber, Chairman of the Board. Mr. Kolber has extensive experience across the technology ecosystem in Israel and has served as Chairman, CEO and Director of over 80 public and private companies in Israel and North America. Mr. Kolber currently divides his time between managing his family office in Canada and serving as a Partner and Senior Advisor of Viola Growth, a technology buyout and growth capital (an affiliate of the Viola Group which has over $3.0BN under management and where he served as a General Partner of Viola Growth from 2008 to 2018). Additionally, Mr. Kolber is currently the Chairman of the board of ION Asset Management Ltd., an Israeli investment management group, and Panaxia Pharmaceutical Industries Ltd. He also sits on the board of Itamar Medical Ltd. (NASDAQ: ITMR), Optimax Ltd (both Viola Group portfolio companies) and on the board of Fiverr International Ltd (NYSE: FVRR) Ltd. Mr. Kolber is an active angel investor and has invested in numerous Israeli tech companies including Eyeclick, ViTrainer, REAL, and MoonActive. In 1998, Mr. Kolber became CEO of Koor Industries (NYSE: KOR), one of Israel s largest conglomerates, leading multiple mergers, acquisitions and divestitures including the sale of Telrad s public switching systems to Nortel Networks; acquisition of multiple companies for Makhteshim-Agan Chemicals; and the sale of Elisra to Elbit. He also led the privatization of Tadiran and subsequent sale of its subsidiaries to numerous PE and industry buyers, and the sale of Sheraton Israel while CEO of Koor Industries. Prior to that, working with the Canadian Bronfman family, Mr. Kolber founded and managed Claridge Israel from 1986 to1998. For many years, Claridge Israel was the largest foreign private equity firm in Israel, having made a series of highly successful investments in Teva Pharmaceuticals (NYSE: TEVA), ECI Telecom (NASDAQ: ECI), Osem (TASE: OSEM) and Optrotech (NASDAQ: ORBK). Mr. Kolber holds a B.A. in Near Eastern Language and Literature from Harvard University in Cambridge, Massachusetts. Gilad Shany, Chief Executive Officer and Director. In 2018, Mr. Shany co-founded ION Crossover Partners Ltd., an Israeli-based crossover fund, where he currently serves as the Managing Partner. Prior to co-founding ION Crossover Partners, Mr. Shany served as General Partner of Magma Venture Partners. He previously served as Vice President of Baron Capital, where he gained over 10 years of experience investing in innovative growth companies in public and private markets. He led investments with various international companies, including Tesla Inc. (NASDAQ: TSLA), Mobileye NV (acquired by Intel $15.3BN), Mellanox Technologies (acquired by NVIDA $6.9BN), Varonis Systems Inc. (NASDAQ: VRNS), Fiverr (NYSE: FVRR), BlueVine Capital Inc. and Monday.com Ltd, among others. Prior to that Mr. Shany spent 14 years with the Israel Air Force and served as Head of Aerial Defense in the Israel Air Force from 2007 to 2008. Mr. Shany holds a B.S. degree in Physics, Astronomy and Philosophy from Tel Aviv University in Israel. Mr. Shany also holds an MBA from the Wharton School at the University of Pennsylvania in Philadelphia, Pennsylvania. Avrom Gilbert, President and Chief Operating Officer. Mr. Gilbert has over 20 years of business experience as an operational leader, startup founder and equities analyst. Since October 2018, Mr. Gilbert has served as the Chief Operating Officer of Coin Sciences Ltd., a blockchain technology company and serves on the Advisory Board of a number of high growth technology companies including later stage companies with annual revenue run-rates between $50MM and $100MM. Prior to joining Coin Sciences Ltd., Mr. Gilbert served as the Chief Operating Officer of Similar Web from 2015 to 2018. He previously served as the Chief Operating Officer of Seeking Alpha from November 2008 to August 2014, where he worked with the marketing, growth, business development and technology teams to help drive the growth of the company. In addition, he previously held roles as a venture capitalist and equities analyst at investment banks, including UBS and Flemings (now J.P. Morgan). Mr. Gilbert holds a B.A. in Natural Sciences from the University of Cambridge in England. 3 Anthony Reich CA(SA), Chief Financial Officer. Mr. Reich has over 30 years of finance and business development experience. He has served as the Chief Financial Officer and Compliance Officer of ION Asset Management Ltd., an Israeli-based fund manager for more than 14 years. Prior to joining ION, Mr. Reich served as an independent consultant in the telecommunications, hi-tech and software sectors from 2000 to 2006. He previously held several key finance and business development roles at Cable & Wireless in London and Israel from 1990 to 2000. Mr. Reich holds a Bachelor of Commerce degree, a Graduate Diploma in Accounting and an Honours degree in Information Systems, all from the University of Cape Town in South Africa. He is a member of the South African Institute of Chartered Accountants. Gabriel Seligsohn has agreed to serve on our board of directors following the pricing of this offering. Mr. Seligsohn has served as a board member of Radware since May 2020, PubPlus since August 2019 and DSP Group since July 2013. In addition, Mr. Seligsohn has served as a board member of Kornit Digital (NASDAQ: KRNT), a technology company specializing in digital printing on textiles, since March 2015. Mr. Seligsohn led Kornit s successful IPO in 2015 while serving as Kornit s Chief Executive Officer from April 2014 until August 2018. During his tenure, Kornit grew from a successful startup with revenues of $50MM to a highly profitable company with revenues of approximately $150MM. Prior to that, Mr. Seligsohn served as the President and Chief Executive Officer of Nova Measuring Instruments Ltd. (NASDAQ: NVMI), or Nova, a designer, developer and producer of optical metrology solutions, from August 2006 to August 2014. In 2010, Mr. Seligsohn was voted Chief Executive Officer of the year by the Israeli Institute of Management for hi-tech industries in the large company category. Mr. Seligsohn holds an LL.B. from the University of Reading in England. Rinat Gazit has agreed to serve on our board of directors following the pricing of this offering. Ms. Gazit has over 20 years of experience in private equity investments, mergers and acquisitions and international capital markets. Since 2015, she has served as head of mergers and acquisitions at Ormat Technologies Inc. (NYSE: ORA). While at Ormat, Ms. Gazit gained broad international experience working with large international investment groups on large cross-border transactions in the natural resources, renewable energy, water, technology and homeland security sectors. Prior to that, Ms. Gazit served as a vice president at Poalim Capital Markets from January 2008 to February 2010. Over the past 12 years, Ms. Gazit has also served as a board member for several public and private companies including Delta Galil Industries Ltd., Excellence Investment House Ltd., Mellisron Ltd., Ratio Petroleum, Aeronautics Ltd. and companies affiliated with the Caesarea Edmond Benjamin de Rothschild Development Asset Corp. Ms. Gazit holds an MSc. from the Coller School of Management Leon Recanati Graduate School of Business Administration at Tel Aviv University in Israel and a B.A. in Political Science and B.A. in Sociology and Anthropology from Haifa University in Israel. Lior Shemesh has agreed to serve on our board of directors following the pricing of this offering. Mr. Shemesh has served as Chief Financial Officer at Wix since March 2013. Since July 2012, Mr. Shemesh has served as a member of the board of directors, compensation committee and financial statements committee, as well as chairman of the audit committee of Aspen Group Ltd., a real estate company traded on the Tel-Aviv Stock Exchange. From December 2010 to January 2013, he served as Chief Financial Officer at Alvarion Ltd., a provider of optimized wireless broadband solutions. From October 2008 to December 2010 he served as Alvarion s Vice President of Finance. From May 2003 to October 2008, Mr. Shemesh served as Vice President of Finance at Veraz Networks Inc., a provider of softswitch, media gateway and digital compression solutions. Prior to this, Mr. Shemesh served as Controller, and later as Associate Vice President of Finance of the Broadband division, for ECI Telecom Ltd., a network infrastructure provider. Mr. Shemesh holds a B.A. in Accounting and Economics and an MBA from Bar-Ilan University in Israel. Our management team s efforts to seek a suitable business combination target will be complemented and augmented by the expertise and network of relationships of our independent director nominees. We also believe that our management team s expertise will be augmented by the members of our board of directors, who provide extensive experience in business and financial matters. 4 ION Asset s investment team includes 14 individuals focusing on private and public companies. Our directors, officers and investing team have over 100 cumulative years of investing experience, including one of the longest tenured hedge funds in Israel and the only technology-focused crossover fund in Israel. The team also has more than 80 years of operational experience managing global businesses in various roles, including CEO, CFO and COO. We believe we are well positioned to leverage our management team s broad and deep relationship network, industry expertise and proven deal-sourcing capabilities to provide us with business combination opportunities. With respect to the foregoing experiences of our management team, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management team s performance as indicative of our future performance. None of the members of our management team have any experience working with any blank check companies or special purpose acquisition companies. For more information on the experience and background of our management team, see the section entitled Management. Market Opportunity Our primary focus will be on the Israeli technology ecosystem. We believe the technology industry, particularly in Israel, represents a large and growing target market with a large number of potential target acquisition opportunities. The ecosystem in Israel for public and private market investments continues to evolve, and technology and innovation has fueled Israel s economic growth over the last 30 years. According to UNESCO, Israel spent 4.9% of its gross domestic product on research and development, the highest in the world. Additionally, according to U.N. reports, the quality of the research and development in Israel is consistently ranked top 10 in the world. We believe that these trends present a favorable opportunity for investors in the Israeli technology market, which is where we have largely focused since inception. We believe our management s experience and expertise align well with a number of industry themes and market opportunities, including: Innovation Economy: Israel benefits from technological and scientific infrastructure, a sophisticated capital market, a developed venture capital ecosystem, a skilled workforce and openness to globalization. Israel has one startup for every 1,400 people in its population, which is the highest startup per capita than any country in the world. Israel is also consistently recognized as one of the Top 10 most innovative economies in the world and is home to an estimated 370 multinational corporations with an innovation presence. Broad Universe of Potential Targets: We intend to focus our investment efforts broadly on companies that have a strong connection to the technology ecosystem in Israel. The diversity of the target market and the number of sectors for which we will focus maximize the likelihood that the management team will be able to identify an attractive acquisition candidate. Favorable Trends: Venture funding has been growing at a rapid pace and companies are maturing for longer prior to an exit or accessing the public markets. Since 2014, Israeli tech investments have steadily climbed with the number of growth deals in 2019 reaching 294 and total investment in these rounds of $7.1BN. We also note that Israel has the third largest number of U.S. listed companies behind the United States and China, so we believe it is natural for companies to be exploring public alternatives as a method of liquidity and or growth capital. Limited Competition: The capital deployed in the region has largely come from foreign investors with limited presence in the region. Growth capital formation in Israel has largely been dominated by private investment and led by the venture community. Our management team s Israeli roots and private investment expertise, combined with a strong public market background and network will enable our sponsor to identify and execute an attractive business combination. 5 We believe our substantial operational knowledge combined with deep experience in the private and public markets will make us an attractive partner for companies seeking a clear and efficient path to listing on a national U.S. exchange. Many companies desire to have publicly-traded shares to provide liquidity to employees and investors, create a currency for mergers and acquisitions and enhance their profile for potential consumers and business partners. We are confident that our strong relationships with private and institutional investors will help us ensure a smooth transition into the public capital markets for a target company. Business Strategy Our approach is to opportunistically introduce new and sophisticated financial products into our home market, Israel. ION Asset has played a key role in the transformation of the Israeli technology market with the introduction of its investment fund, ION Israel Fund, in 2006 and the first of its kind crossover fund, ION Crossover Partners, in 2018. ION Asset currently has approximately $1.5 billion of assets under management and has invested in many of Israel s leading technology companies, including Fiverr (NYSE: FVRR), Mellanox Technologies (NASDAQ: acquired by Nvidia (NASDAQ: NVDA) for $6.9 billion), SolarEdge Technologies (NASDAQ: SEDG), Varonis (NASDAQ: VRNS), Orbotech (sold to KLA Corporation for $3.4 billion). Our acquisition and value creation strategy will be to identify, acquire and help build a company with ties to Israel in the technology and innovation ecosystem, a strategy that complements the experience of our management team and can benefit from our hands-on operational leadership. We will leverage our management team s comprehensive network of transaction sources, where we believe a combination of our relationships, knowledge and experience could effect a positive transformation or augmentation of existing businesses to improve their overall value. Our management team has a proven track record as operators, investors and/or board members of technology companies, and we are confident we can partner with management and business leaders to identify, support and scale a business. We also believe that we will benefit from ION s reputation, experience and track record of making investments in both private and public Israel-related technology companies and will make us a preferred partner for these potential targets. We believe we possess the following tools to drive value creation through the business combination: Track record of identifying exceptional managers and executing successful long-term investments: The members of our founding team have invested in many successful founder-led businesses and have successfully backed teams entering and creating new industries. We believe we have an acute understanding of the characteristics of talented business leaders and are effective in identifying and engaging with these management teams throughout the lifecycle of their companies. Simple and effective investment philosophy: We have decades of experience identifying and investing in growth-oriented companies in the private and public markets. Our team has an active presence in Israel and use a fundamental bottoms-up approach to identify attractive companies with solid long-term revenue and cash flow growth opportunities. This approach emphasizes: People We believe you can trade horses, but you should bet on jockeys. Israel has the highest concentration of startups per capita with a will to conquer global markets. We want to align ourselves with exceptional managers who are looking to leave a mark on humanity. The opportunity to enable them and steepen their growth trajectory is what makes us tick. Large addressable markets We look to invest in businesses that are benefitting or catalyzing long-term trends. We believe that great people can find a way to gain a disproportionate share from growing markets. Differentiated product or service We believe that vast markets attract great talent and in order to win, we must identify and execute a differentiated approach. 6 Operational excellence: We have decades of experience managing fast growing technology companies and understand the challenges and opportunities. We have built long-term shareholder value as operators, board members and investors of private and public companies. Deep network: Over the last few decades, our team has built extensive relationships across the Israeli technology ecosystem, which include companies, executives, investors and service providers. We have invested in many companies, served on many boards, and have worked alongside many of the influential professionals within the technology industry. We believe our network and our connections will assist in the successful selection of our initial business combination and subsequent support of our target company. Public company experience: Our team has managed and served on the board of multiple public companies. We have experience operating businesses at scale and within the framework and regulation of public markets. We have also successfully navigated all aspects of the execution and transition from being a private company to a publicly traded company. Transaction experience: We have the experience and track record in both private and public equity transactions and frequently access and utilize the capital markets. We believe our local presence will serve as a competitive advantage when we approach target companies. We have a deep understanding of how to build trust, coupled with legal and financial rigor required to affect such a transaction successfully. Business Combination Criteria As an affiliate of ION Asset, we will benefit from our access to ION Asset s infrastructure, personnel, network and relationships. ION Asset s investment team is in regular contact with entrepreneurs, key opinion leaders, management teams and contacts in the venture capital and investment banking communities to help source transactions. Our robust screening and due diligence process includes numerous meetings or calls with management and leverages ION Asset s expansive network of key opinion leaders, technology company executives, entrepreneurs and leading academics. We will apply the same investment philosophy and approach used at ION Asset to analyze all prospective targets and identify an attractive business combination. We intend to leverage what we believe is a competitive advantage in sourcing potential targets that will materially benefit from our unique expertise and our extensive network. We believe our management team is well positioned to identify unique opportunities across the Israel-related technology private company landscape. Our selection process will leverage our relationships with leading technology company founders, executives of private and public companies, venture capitalists and growth equity funds, which we believe should provide us with a key competitive advantage in sourcing potential business combination targets. Given our profile and thematic approach, we anticipate that potential business combination opportunities will be sourced through our vast network of founders, executives, investors and other relationships in the technology ecosystem. Consistent with our business strategy, we expect to identify companies that we believe have compelling growth potential. We will use the below criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter our initial business combination with a target business that does not meet these criteria and guidelines. We will seek to acquire companies or assets which match our investment philosophy and exhibit a significant share of the following characteristics: Market: Israel-related technology driven companies that can benefit from the extensive networks and insights we have built. In addition, we expect to evaluate targets in related industries that can use technology to drive meaningful operational improvements and efficiency gains or enhance their strategic positions by using technology solutions to differentiate offerings. 7 Management Team: We intend to seek companies with experienced, ambitious and dynamic management teams, many of whom will be founders of the business. We intend to devote significant resources to analyzing and reaching alignment with a partner company s management team and its stakeholders and expect to work closely and collaboratively with the management team to arrive at a mutually satisfactory outcome. Sustainable Competitive Advantage: We intend to invest in businesses that can withstand the fast and accelerating pace of disruption. We believe this can be achieved in high barrier to entry markets and businesses with a real competitive moat as a true differentiator. Growth: We are focused on businesses that have a promising growth trajectory in a very large addressable market. We believe that these businesses will benefit from access to incremental capital and over the long-term benefit from consistent access to public markets to fund their sustainable growth. Opportunity to Add Value: We intend to seek businesses in which we believe we can add operational value through mentorship of management, knowledge of operating challenges, experience with industry dynamics, expertise in navigating public markets, and strategic relationships with investors. Benefit from Being Public: We intend to work with management and stakeholders who aspire to have their company become a public entity and generate substantial growth. The benefits of transitioning from a private to a public entity may include broader access to debt and equity providers, liquidity for employees and potential acquisitions and expanded branding in the marketplace. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. Initial Business Combination The rules of the NYSE require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires 8 a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. As an example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. 9 Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information Our executive offices are located at 89 Medinat Hayehudim, Herzliya 4676672, Israel, and our telephone number is +972 (9) 970-3620. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. 10 Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th. 11
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001821146_better_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001821146_better_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001821146_better_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001821171_qell_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001821171_qell_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6e417c7a94baad08d2679f9deac04a181d7a7bae
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001821171_qell_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; company, we, us, our, or our company are to Qell Acquisition Corp., a Cayman Islands exempted company; founders are to Barry Engle and Sam Gabbita, our Chief Executive Officer and director and Chief Financial Officer and director nominee, respectively; founder shares are to our Class B ordinary shares initially issued to our sponsor, and any such shares transferred to our directors, in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to our sponsor and each other holder of founder shares upon the consummation of this offering; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; our founding team are to our executive officers and directors (including our director nominees who will become directors at the consummation of this offering); PIMCO are to Pacific Investment Management Company; PIMCO private funds are to non-managing members of our sponsor that are affiliated with PIMCO, collectively; private placement warrants are to the warrants sold to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shareholders are to the holders of our public shares, including our sponsor and founding team to the extent our sponsor and/or members of our founding team purchase public shares, provided that our sponsor s and each member of our founding team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares to be sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and sponsor are to Qell Partners LLC, a Cayman Islands limited liability company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 25, 2020 PRELIMINARY PROSPECTUS $300,000,000 Qell Acquisition Corp. 30,000,000 Units Qell Acquisition Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. This is the initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 4,500,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Qell Partners LLC, has agreed to purchase 6,000,000 warrants (or 6,600,000 warrants if the underwriters over-allotment option is exercised in full), at a price of $1.50 per warrant in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $9,000,000 (or $9,900,000 if the over-allotment option is exercised in full) that will close simultaneously with the closing of this offering. Each private warrant is identical to the public warrants sold in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders currently own 25,000 ordinary shares which will be designated into 8,625,000 Class B ordinary shares (up to 1,125,000 of which will be subject to forfeiture) prior to the consummation of this offering. These shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described herein. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Currently, there is no public market for our securities. We intend to apply to have our units listed on the Nasdaq Capital Market ( Nasdaq ), under the symbol QELL.U We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on Nasdaq under the symbols QELL and QELL WS, respectively, on the 52nd day following the date of this prospectus unless J.P. Morgan Securities LLC and Barclays Capital Inc. inform us of their decision to permit earlier separate trading and we have satisfied certain conditions described herein. The PIMCO private funds have expressed an intent to purchase, or to have one or more of their respective affiliates purchase, up to an aggregate of 2,970,000 units in this offering at the public offering price. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 34 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per unit Total Public offering price $ 10.00 $ 300,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 16,500,000 Proceeds, before expenses, to us $ 9.45 $ 283,500,000 (1) Includes $0.35 per unit, or $10,500,000 in the aggregate (or $12,075,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $300.0 million, or $345.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Joint Book-Running Managers J.P. Morgan Barclays , 2020 TABLE OF CONTENTS General Qell Acquisition Corp. ( Qell ) is a newly organized, special purpose acquisition company ( SPAC ) incorporated as a corporation in the Cayman Islands and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. At this time, we have not selected any business combination target. We have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to focus our search for a suitable initial business combination target in the next-generation mobility, transportation and sustainable industrial technology sectors, but we may pursue an initial business combination target in any stage of its corporate evolution or in any industry, sector or geographic location. We plan to leverage our management team s extensive experience in our target sectors, along with its and the PIMCO private funds significant networks of business owners, company executives, board members, investment bankers, attorneys, venture capital and private equity investors, consultants and others to identify attractive initial business combination opportunities. We believe this approach, and our management team s successful track-record across a variety of subsectors within these industries, will provide meaningful opportunities to drive value creation for stockholders. Our independent director nominees also have significant experience in our target sectors and with acquisitions, divestitures, corporate strategy, technology and operations. We expect their experience and expertise will enhance the management team s perspective as we evaluate potential initial business combinations and support management after completing an initial business combination, to the extent they remain on our board of directors following the completion of our initial business combination. Our acquisition criteria and managerial expertise position us to capitalize on attractive investment opportunities within the next-generation mobility, transportation and sustainable industrial technology sectors. We believe these are large global markets characterized by strong growth opportunities for disruptive technologies and innovative solutions and which face a significant evolution in customer preferences. In total, sources estimate that our target sectors will account for more than $4.7 trillion of annual business activity by 2030 with estimated 15x growth in battery electric vehicles by such time. Allied Market Research estimates that the global smart cities market will be worth $2.4 trillion annually by 2030. Additionally, Frost & Sullivan expects the autonomous vehicle services market to grow to $203 billion annually by 2030. We believe the growth in these markets will be driven in large part by fleets and individual consumers demanding increased connectivity, by more efficient and smarter transportation and infrastructure, and by secular trends such as the continued penetration of e-commerce, which is currently and anticipated to continue growing at 15%+ annually for the next three years, according to E-Marketer.com, the advent of automation and the streamlining of supply chains, all of which are fundamentally changing the logistical flow of goods and services. In addition, we believe fleet, consumer, government and investor perspectives on sustainability, in concert with ongoing improvements in the cost and performance of low-emissions solutions, are driving demand for cleaner powertrain technologies and alternative energy across the world. The EPA estimates that transportation and industrial accounted for approximately 50% of total U.S. greenhouse gas ( GHG ) emissions in 2018, making our target sectors one of the largest focus areas for carbon reducing and sustainable technologies and efficiency improvements. As a result, we believe our large and fragmented target markets, including, according to data provided by the American Trucking Association in 2018, the approximately $800 billion trucking industry in the U.S., are ripe for growth well in excess of the broader economy. With a track-record of extensive investment and transaction and operational experience in the space, we believe our management team is well suited to identify and engage with actionable targets in these fragmented and technical industries. We plan to evaluate opportunities related to automotive and commercial vehicle technology; ecosystems focused on enhancing fleet and consumers sales, cost structures and service experiences; telematics/fleet management; logistics technologies; smart cities; and energy efficient and next-generation sustainable infrastructure as they relate to mobility and corresponding industrial applications, all of which we believe are complemented by our management team s core competencies and meet our acquisition criteria. TABLE OF CONTENTS We believe that in these sectors there are a number of existing companies that would benefit from access to the public markets and to our management team s significant operating expertise and deep network of industry relationships. Our management team Our management team (in addition to our director nominees discussed below) is led by Barry Engle, our Chief Executive Officer, and Sam Gabbita, our Chief Financial Officer. The two have significant operational and transactional experience, primarily in the automotive, commercial vehicle and alternative energy industries. Mr. Engle and Mr. Gabbita collaborated extensively during their involvement with Agility Fuel Systems, a Tier 1 supplier of clean fuel solutions for medium- and heavy-duty commercial vehicles. They significantly grew and professionalized the business prior to selling the company to Hexagon Composites. We believe this shares history and their demonstrated success working together provide a strong foundation to deliver results in this latest undertaking. We also believe our management team has complementary skills and experience relevant to our target markets that will foster the development of creative solutions for complex challenges and business opportunities, which we believe represent a clear and sustainable competitive advantage. Supplementing this differentiated experience is management s vast network of relationships, extending from the leadership of the largest industrial conglomerates and global automotive OEMs to entrepreneurs at early-stage technology ventures across our target markets as well as consultants, private equity and venture capital firms, and more. Our executive management team s efforts to seek a suitable business combination target will be complemented and augmented by the expertise and network of relationships of our director nominees, each of whom have significant experience in our target sectors and with serving as officers and directors of public and private companies in our key target sectors. We believe that our access to and affiliation with our director nominees represents a competitive advantage. Our management team has experience in: Operating both large corporations and dynamic, entrepreneurial companies, achieving success and delivering results in both environments; Managing large business units across diverse and global markets while contributing to performance initiatives that generate growth and enhance value; Driving results as senior executives and active board members, and setting clear and effective business strategies for companies in the emerging mobility and alternative energy sectors; Restructuring and reinvigorating the operations of troubled or undervalued businesses to return them to growth and profitability; and Leveraging strategic insight from their transaction experiences in private equity and venture capital markets. Barry Engle serves as our Chief Executive Officer. Mr. Engle has experience in operational, financial and managerial roles within the international automotive sector, as well as growth-oriented companies across various industries. He has spent the past five years serving in senior executive roles at General Motors Company ( GM ). From April 2019 through August 2020, Mr. Engle served as President of GM North America, which is GM s largest segment with $100+ billion in 2019 revenue. Under his leadership, GM frequently beat Wall Street research analysts consensus operating income expectations, including during the unprecedented COVID-19 pandemic. During his tenure, GM also achieved significant retail market share gains in the important full-size pickup segment. In addition to his responsibilities for GM North America, Mr. Engle was Global Head of Chevrolet and served on the board of GM s China joint venture. Before this, Mr. Engle served as the President of GM International, where he significantly restructured its Asian operations, including driving a rapid turnaround in its Korean business by working with unions, the government and suppliers. Mr. Engle joined GM in September 2015 as President of GM South America, leading the business unit through the region s economic recession and achieving market leadership in Brazil, the region s largest market, for 50+ consecutive months while reorganizing the business to improve its profitability. Prior to joining GM, Mr. Engle spent time leading high growth, private equity and venture capital-backed companies, serving as Chief Executive Officer of Agility Fuel Solutions and of European electric vehicle TABLE OF CONTENTS manufacturer Think EV. Before joining Think EV, Mr. Engle spent two years as President and CEO of New Holland Agricultural Equipment in Turin, Italy. Mr. Engle also spent a number of years with Ford Motor Company where he served as President & CEO of Ford Canada, President of Ford Brazil, and led U.S. Marketing for the Ford brand. During his early career with Ford, Mr. Engle also spent time living and working in Mexico and Japan, where he was responsible for Mazda s global brand strategy. Finally, Mr. Engle has previously led an entrepreneurial endeavor of his own. During the period 1997-2000, he sourced and executed an acquisition, purchasing and operating a retail automotive dealership in the Salt Lake City metro area, Barry Engle Chrysler-Plymouth-Jeep. Mr. Engle holds a BA in Economics, with a minor in Spanish, from Brigham Young University as well as an MBA from The Wharton School at the University of Pennsylvania. Mr. Engle has also served on the National Advisory Council for the Marriott School of Business at Brigham Young University since 2006. We believe Mr. Engle s long track-record of success and broad experience leading organizations both large and small around the world, in addition to his network of OEM, commercial vehicle and technology leaders provide us with a differentiated perspective in both sourcing targets and ultimately, creating value in the company we endeavor to acquire. Sam Gabbita serves as our Chief Financial Officer and has agreed to serve as a director following the completion of this offering. Mr. Gabbita has held a variety of positions across financial and managerial functions within the financial services industry. From January 2020 through September 2020, Mr. Gabbita led OGCI Climate Investments ( CI ) San Francisco office. CI is a $1 billion dollar fund that invests in solutions to decarbonize pollutant sectors such as energy, industrials and commercial transportation. Prior to that, from September 2006 to December 2016, Mr. Gabbita served as Managing Director at Element Partners, a sustainability-focused private investment fund that managed $850 million of capital and over 25 portfolio companies. At Element, he made venture and growth investments in sustainable technology companies in the clean transportation arena, including Agility Fuel Solutions ( Agility ), where he and Mr. Engle worked together on various strategic and value enhancing initiatives. Mr. Gabbita also served as Chairman of Agility after its sale to Hexagon Composites, from March 2018 to December 2019. In addition, he has served on boards of several high growth companies including XL Fleets, Qnergy, Kairos Aerospace, Soleras Advanced Coatings and others. Mr. Gabbita spent the early part of his career working at various financial services firms: at Lazard Freres as an associate focusing on financial restructuring; at Nautic Partners, a private equity firm, as an associate focusing on growth, buyout and venture investments; and at Salomon Brothers, as a financial analyst covering firms in the industrial sector. Mr. Gabbita graduated Magna Cum Laude with a BA in Economics from the University of California at Los Angeles, and earned an MBA from The Wharton School at the University of Pennsylvania. We see Mr. Gabbita as a complementary addition to the management team with a long track-record and significant experience in a variety of financial and managerial positions and in operating growth companies and executing transactions within large financial institutions. Kathleen Ligocki, who has agreed to serve as a director following the completion of this offering, is a serial CEO having led four innovative early to growth stage venture capital backed companies (Agility Fuel Solutions, Harvest Power, Next Autoworks, GS Motors) and one Fortune 1000 public company (Tower Automotive). Ms. Ligocki also served as an Operating Partner at Kleiner Perkins Caufield & Byers, one of Silicon Valley s top venture capital providers, working with the firm s sustainable industrial technology ventures on strategic challenges, scaling operations and commercialization. She brings 40 years of experience including Ford, United Technologies and GM where she led operations in the Americas, Europe, Africa, Middle East, Russia, India and China. Ms. Ligocki currently serves as an Independent Director on three public boards (Lear Corporation, PPG, and Carpenter Technology) one private board (Farmers Business Network) and the Indiana University Foundation. Ms. Ligocki earned a BA with highest distinction from Indiana University Kokomo and holds an MBA from The Wharton School at the University of Pennsylvania where she was a GM Fellow. She has also been awarded honorary doctorate degrees from Indiana University Kokomo and Central Michigan University Joseph Walker, who has agreed to serve as a director following the completion of this offering, was an investment banker and a Vice Chairman and Managing Director with JP Morgan Chase & Co. ( JP Morgan ) before his retirement in June 2018, and provides expertise in operations management, corporate finance, capital budgeting, TABLE OF CONTENTS transaction execution and restructuring. He currently serves on the board of Immplecate, Inc., a privately-owned early stage medical research company, and has prior experience serving on the boards of Hertz and Liquid Environmental Solutions. In addition to these corporate boards, Mr. Walker currently serves on the Advisory Board of Columbia University Medical Center and of Applied Innovation at the University of California Irvine. Before re-joining JP Morgan as a Vice Chairman in 2012, Mr. Walker co-founded KW Advisors, a strategic advisory partnership which advised a variety of major and start-up corporations, including Dana Holdings on a major restructuring, after spending 5 years as a senior adviser to General Motors. While there, he counseled GM on a variety of corporate finance, capital budgeting, M&A and restructuring issues. From 1998 to 2000, Walker served as the global head of Technology, Media and Telecommunications Investment Banking at JP Morgan. Mr. Walker also co-led JP Morgan s mergers and acquisitions group after helping the firm build their global M&A practice. Additionally, Mr. Walker was a member of the firm s Investment Banking Management Committee as well as the firm s Global Strategic Advisory Council. Mr. Walker spent the early part of his time at JP Morgan working in various capacities, including assignments in South Korea and Japan. Mr. Walker earned both a BA in Political Science and an MBA in Finance and Public Administration from Columbia University in New York. Steve Adams, who has agreed to serve as a director following the completion of this offering, is the Chief Operating Officer at North American Holding Company ( NAHC ), a privately held investment company and family office based in Brentwood, TN. NAHC makes early stage and venture investments, and manages a family office and charitable foundation. In addition, Mr. Adams has been a Director of Agility Fuel Solutions since 2010, serving on its Audit and Compensation Committees. Before serving as a director, Mr. Adams served as Chairman and President of FAB holdings, an Agility Fuel Solutions predecessor company, from 2005 to 2010 and from 2000 to 2005, respectively. Before his roles at Agility, Mr. Adams held strategic and financial roles in the healthcare industry after beginning his career with Deloitte in 1982. Mr. Adams is a graduate of Drake University, and a member of the American Institute of Certified Public Accountants. Ryan Popple, who has agreed to serve as a director following the completion of this offering, has served, since April 2016, as a partner at the venture capital firm R7 Partners and an executive director of Proterra, a leader in the design and manufacture of zero-emission electric vehicles, since May 2014. Mr. Popple has served on the board of the Silicon Valley Leadership Group since April 2016 and is currently a member of the executive board. Before his current roles, Mr. Popple served as CEO of Proterra for over five years beginning in October 2014, leading the company through technology development, exponential revenue growth and the establishment of its Tier-1 EV component business unit. Before that, he was a partner at the venture capital firm Kleiner Perkins Caufield & Byers, from April 2010 to October 2014. Mr. Popple was also an early employee at Tesla Motors where he served as a senior director of finance and was focused on strategic financial planning and corporate and business development. Mr. Popple served as an officer in the U.S. Army and has a Bachelors degree in Business Administration from the College of William & Mary and earned his MBA from Harvard University. David Cozzens, who has agreed to serve as a director following the completion of this offering, has served on the boards of revVana since January 2019 and Kareo since July 2018, each of which are venture and growth-stage technology companies seeking to revolutionize established markets. He was also an advisor and served on the board of Digital Map Products from January 2019 until its acquisition by Lightbox in June 2019. Prior to his current roles and from May 2007 to August 2016, Mr. Cozzens served as the CEO of Telogis, a global enterprise Software-as-a-Service company. Under his leadership, Telogis grew from a start-up to become one of the largest players in the connected vehicle/smart mobility market leading to its acquisition by Verizon Communications. Before joining Telogis, Mr. Cozzens served as Vice President of Operations for Novell Americas. Prior to this role, Mr. Cozzens held a number of senior executive positions at Novell including area vice president and general manager for the Midwest and Federal businesses as well as vice president of North America Consulting. Before joining Novell, Mr. Cozzens was the Vice President of Consulting at Cambridge Technology Partners before its acquisition by Novell. Mr. Cozzens earned a B.S. in Mechanical Engineering from the University of Tennessee and a dual MBA degree in International Business from the Wirtschaftsuniversit t Wien (Vienna University of Economics and Business)/University of South Carolina. In addition to the aforementioned nominated directors, and in recognition of our unique relationship, we have also given the PIMCO private funds the right to a board observer seat. The PIMCO private funds initial board observer is expected to be David Gluckman. TABLE OF CONTENTS David Gluckman is a senior vice president, portfolio manager, and investment analyst for PIMCO s Global Credit Opportunity Strategy where he focuses on credit relative value opportunities and special situations. Previously, he was a credit analyst responsible for the automotive and metals & mining industries. Prior to joining PIMCO in 2014, he worked for Ares Management, where he focused on senior loan and mezzanine investments. Previously, he was an analyst at Houlihan Lokey in the financial restructuring group. He has 11 years of investment experience and holds an MBA in finance from The Wharton School of the University of Pennsylvania, where he was a Palmer Scholar. He received a BA in Business Economics, summa cum laude, from the University of California, Los Angeles. PIMCO Private Funds PIMCO is one of the world s premier fixed income investment managers. For nearly 50 years, PIMCO has worked relentlessly to help millions of investors achieve their objectives regardless of shifting market conditions. Today, PIMCO has offices around the world and more than 2,800 professionals committed to its mission: delivering superior investment returns, solutions and service to its clients. PIMCO s alternatives platform combines the firm s time-tested investment process with opportunistic approaches to marketable and private credit, global real estate, macroeconomic, and quantitative strategies. As of June 30, 2020, PIMCO had approximately $1.92 trillion in assets under management, including over $40 billion in alternatives strategies. PIMCO is owned by Allianz S.E., a leading global diversified financial services provider. The PIMCO private funds are members of our sponsor. We believe our affiliation with the PIMCO private funds may assist us in sourcing and consummating an initial business combination. However, they have no obligation to assist us in consummating our initial business combination. Business strategy Our business strategy is to identify and complete our initial business combination with a company in the next-generation mobility, transportation or sustainable industrial technology sectors that demonstrates significant growth potential and/or value creation opportunities for our shareholders and which is complemented by our management team s expertise and vision. Identified target companies may demonstrate the characteristics set out under Our Acquisition Criteria below, and our selection process is expected to make significant use of our management team s contacts in our target sectors. Moreover, we believe our collective relationships and operating credentials will facilitate deal flow and be attractive to the management team, customers, and owners of prospective target companies, of which more than 100 are on our prioritized target list. We believe our sector focus and our management team s track-record, pedigree and experience will make us an attractive partner for strong management teams and owners looking to enter the next phase of business growth and evolution. Following the completion of this offering, we intend to begin the process of communicating with the network of relationships of our management team and their affiliates to articulate the parameters for our search for a potential initial business combination target and begin the process of pursuing and reviewing potential opportunities. OUR ACQUISITION CRITERIA Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating targets for our initial business combination. We will use these criteria and guidelines in evaluating business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and guidelines. Large Markets: We will target companies that operate in large addressable markets in the next-generation mobility, transportation and sustainable industrial technology sectors, which together are expected to represent over $4.7 trillion of annual business activity by 2030. We believe our management team and our board are skilled in analyzing and evaluating companies in these markets based on their significant past investing and operating experience. TABLE OF CONTENTS High Growth: We intend to focus on segments and businesses within our target sectors that are poised for high growth due to disruptive technology, superior product offerings and/or shifting customer preferences. We anticipate that companies that we pursue for our initial business combination will be growing significantly faster than incumbents and mature companies in our target sectors. Differentiated Technology: We plan to focus on attractive companies with differentiated technology aimed at solving critical challenges in their areas of focus, including improvements in automation, efficiency, customer experience and sustainability. Companies with unique and disruptive platforms and product offerings, including technology innovators, will be at the forefront of our evaluation process. Our management team and our board have extensive operational, commercial and transactional experience with technology-driven companies in our target sectors, and we intend to use these skills to identify market leaders. Unique Value Creation Opportunities: We will aim to pursue targets where we believe we can enhance the prospects of our target companies with operational, commercial and financial expertise and provide them with access to our and the PIMCO private funds' extensive networks, industry contacts and business relationships. Our management team and board have deep operating and investment experience in our target sectors and in managing high growth, enhancing operating margins and profitability, improving ESG attributes, entering new geographies and pursuing strategic acquisitions. We believe these attributes will be attractive to target companies and their shareholders. Attractive Business Models: We will prioritize target companies that have business models centered on repeat customers, recurring and/or contracted revenue and strong revenue visibility due to replacement cycles of existing assets. We will also seek target companies that have a known margin structure with opportunity for increasing returns through scale and margin expansion. More broadly, our management team and our board s operating track-record provides insights and competencies in recognizing well-run, sound companies with long-lasting and sustainable competitive advantages that operate in defensible markets. These characteristics allow companies to enjoy high margins, generate strong cash flow and deliver superior risk-adjusted returns. Partnership Approach: We will pursue a partnership approach to working with a management team that shares in our strategic vision and believes we can help them achieve the full potential of their business. Our management team and our board have a long history of starting and growing businesses and we will use our collective experience to help guide management teams of target businesses. If warranted, our management team is also willing and able to assume executive roles themselves, bringing a significant additional advantage to our value proposition. We believe our approach will be viewed as a distinctive strength for potential targets and their shareholders who seek to bolster their operations, management and strategic direction. Value Proposition as a Public Company: We will target companies that will be well received by public investors and are expected to benefit from access to the public capital markets. Our selection criteria should make our target companies attractive to a broad range of potential investors, including ESG- and Impact-focused investors. Our management team and our board have significant experience managing, advising and serving as officers and directors of public companies and therefore will be judicious in considering the market appetite for and public viability of our potential targets. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet any or all of the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials that we would file with the SEC. Initial Business Combination We will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders may seek to redeem their shares without voting and, if they do vote, regardless of TABLE OF CONTENTS whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable as of two business days prior to the consummation of the initial business combination), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable as of two business days prior to the consummation of the initial business combination), in each case subject to the limitations described herein. The decision as to whether we will seek stockholder approval of our proposed business combination or allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Unlike other blank check companies which require stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and related redemptions of public shares for cash upon consummation of such initial business combinations even when a vote is not required by law, we will have the flexibility to avoid such stockholder vote. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC s proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,000 upon such consummation and, if we seek stockholder approval, the affirmative vote of the holders of a majority of the shares of the common stock that are voted at a stockholder meeting held to consider such initial business combination. We may, at our option, pursue an acquisition opportunity jointly with one or more parties affiliated with PIMCO, including, without limitation, officers and partners of PIMCO, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of PIMCO, and/or investors in funds, accounts, co-investment vehicles and other entities managed by affiliates PIMCO. Any such party may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing equity to such parties. The amount and other terms and conditions of any such joint acquisition or equity issuance would be determined at the time thereof. We will have until 24 months from the closing of this offering to consummate an initial business combination. If we are unable to consummate an initial business combination within such time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust account, less up to $100,000 of interest to pay dissolution expenses and net of interest that may be used by us to pay our franchise and income taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law and as further described herein, and then seek to dissolve and liquidate. We expect the pro rata redemption price to be approximately $10.00 per share of common stock (regardless of whether or not the underwriters exercise their overallotment option), without taking into account any interest earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders. Nasdaq listing rules require that our initial business combination occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the trust account (excluding taxes payable on interest earned) at the time of the agreement to enter into the initial business combination. The fair market value of the target or targets will be determined by our Board of Directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our Board of Directors will rely on generally accepted standards, our Board of Directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the Board of Directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide stockholders with our analysis of the fair market value of the target business, as well as the basis for our determinations. If our board is not able TABLE OF CONTENTS independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. We currently anticipate structuring our initial business combination to acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination where we merge directly with the target business or where we acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we could acquire a 100% controlling interest in the target; however, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. As more fully discussed in Management Conflicts of Interest , if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Certain of our directors currently have, and any of our officers or directors may in the future have, certain relevant fiduciary duties or contractual obligations. Our executive officers and directors have agreed not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended (the Exchange Act ), until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within the required time period. However, any of our directors or the PIMCO private funds, or any of their respective affiliates, may sponsor or form, or in the case of individuals, serve as a director or officer of, other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a target business nor have they had any substantive discussions TABLE OF CONTENTS regarding possible target businesses among themselves or with our underwriters or other advisors. PIMCO and their respective affiliates, including the PIMCO private funds, are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our company and we will not consider a business combination with any company that has already been identified to our sponsor or the PIMCO private funds or any of our directors or officers as a suitable acquisition candidate for affiliates of PIMCO, including the PIMCO private funds, unless PIMCO or one of their respective affiliates, in their sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity in accordance with applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. PIMCO and their respective affiliates manage multiple funds and investment vehicles, including the PIMCO private funds, and may raise additional funds and/or accounts in the future, which may be during the period in which we are seeking our initial business combination. These investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. In addition, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our officers and directors have and will have in the future time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by PIMCO or one of their respective affiliated entities. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investment funds, accounts, co-investment vehicles and other entities managed by PIMCO or one of their respective affiliated entities (including, without limitation, arising as a result of certain of our officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles or other entities), PIMCO and their respective applicable affiliate entities, including the PIMCO private funds, will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties, and there can be no assurance that such conflict of interest will be resolved in our favor. Corporate Information Our executive offices are located at 505 Montgomery Street, Suite 1100, San Francisco, CA 94111 and our telephone number is (415) 874-3000. Upon completion of this offering, our corporate website address will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus forms a part. You should not rely on any such information in making your decision whether to invest in our securities. Emerging Growth Company Status and Other Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some TABLE OF CONTENTS investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. TABLE OF CONTENTS THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our founding team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 30,000,000 units (or 34,500,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one redeemable warrant. Proposed Nasdaq symbols Units: QELL.U Class A ordinary shares: QELL Warrants: QELL WS Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless J.P. Morgan Securities LLC and Barclays Capital Inc. inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over- allotment option is exercised following the initial filing TABLE OF CONTENTS of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 30,000,000(1)(2) Ordinary shares: Number outstanding before this offering 25,000 Number outstanding after this offering 37,500,000(1)(2)(3) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 6,000,000(1) Number of warrants to be outstanding after this offering and the private placement 16,000,000(1) Exercisability Each whole warrant sold in this offering is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole Class A ordinary share, thus making us, we believe, a more attractive business combination partner for partner businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or (1) Assumes no exercise of the underwriters over-allotment option. (2) Founder shares will be classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (3) Does not include up to 1,125,000 founder shares that will be currently outstanding and subject to forfeiture in the underwriters over-allotment option is not exercised. TABLE OF CONTENTS effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our ordinary shares during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and 18.00 per share redemption trigger prices described below under Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the TABLE OF CONTENTS same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sales price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the Reference Value ). TABLE OF CONTENTS We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. Redemption of warrants for cash shares when the price per Class A ordinary share equals or exceeds $10.00 After the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below); if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before we send the notice of redemption to the warrant holders; and if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the private placement warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder s ability to cashless exercise its warrants) as the outstanding public warrants as described above. The fair market value of our Class A ordinary shares shall mean the volume-weighted average price of our Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). TABLE OF CONTENTS No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Founder shares On August 7, 2020, our sponsor paid $25,000, or approximately $1.00 per share, to cover for certain offering costs in consideration for 25,000 founder shares. The Company intends to amend its charter and designate the current 25,000 ordinary shares into 8,625,000 Class B ordinary shares prior to the consummation of the Proposed Public Offering. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our initial shareholders (and their permitted transferees), on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 1,125,000 founder shares held by our sponsor will be subject to forfeiture, depending on the extent to which the underwriter s over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to the completion of our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold, (ii) to waive their redemption rights with respect to any founder shares and any public shares purchased during or after this offering in connection with a shareholder vote to approve an amendment to our amended and restated TABLE OF CONTENTS memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our founding team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 11,250,001, or 37.5%, of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is exercised); If the PIMCO private funds or their respective affiliates purchase 2,970,000 units in the IPO, and vote these shares in favor of our initial business combination, we would need 8,280,001 or 27.6%, of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is exercised); and the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. TABLE OF CONTENTS Transfer restrictions on founder shares Except as described herein, our sponsor and our founding team have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and founding team with respect to any founder shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation of this offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. TABLE OF CONTENTS The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution passed by a majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Our amended and restated memorandum and articles of association provide that our board of directors will be divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 6,000,000 private placement warrants (or 6,600,000 private placement warrants if the underwriters over-allotment option is exercised in full) for a purchase price of $9,000,000 (or $9,900,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The private placement warrants will be non- redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. TABLE OF CONTENTS Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the historical fair market value over the exercise price of the warrants by (x) the historical fair market value. The historical fair market value will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Indication of Interest The PIMCO private funds have indicated they or their affiliates intend to purchase units in this offering but their indication of interest is not binding. There can be no assurance that the PIMCO private funds will acquire any units in this offering or what amount of equity they will retain, if any, upon the consummation of our initial business combination. Proceeds to be held in trust account $300,000,000 (or $345,000,000 if the over-allotment option is exercised in full) of the net proceeds of this offering and the proceeds we will receive from the sale of the private warrants, or $10.00 per unit sold to the public in this offering, will be deposited in a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus. Approximately $1,000,000 will be used to pay expenses in connection with the closing of this offering and approximately $2,000,000 will be used for working capital following this offering. The proceeds held in the trust account include $10,500,000 ($12,075,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions which will be paid to the underwriters upon the closing of the business combination. The remainder of the net proceeds of this offering will not be held in the trust account. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the TABLE OF CONTENTS requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest income (if any) to pay our income taxes, if any. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.5% per year, we estimate the interest earned on the trust account will be approximately $1,500,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, TABLE OF CONTENTS which will be approximately $2,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination The rules and our amended and restated memorandum and articles of association require that our initial business combination must occur with one or more partner businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the partner business or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the partner business, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one partner business, the 80% of net assets test will be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial TABLE OF CONTENTS business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to the completion of our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If our sponsor, directors, executive officers, advisors or their affiliates engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going- private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted TABLE OF CONTENTS to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a partner that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption right may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this TABLE OF CONTENTS offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. Limitations on redemptions Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,000. However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the partner or its owners, (ii) cash to be transferred to the partner for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,000, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law TABLE OF CONTENTS or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and our founding team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 11,250,001, or 37.5%, of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is exercised). If the PIMCO private funds or their respective affiliates purchase 2,970,000 units in the IPO, and vote these shares in favor of our initial business combination, we would need 8,280,001 or 27.6%, of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is exercised). Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption TABLE OF CONTENTS rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our founders to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our founding team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business TABLE OF CONTENTS combination with a partner that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the partner or owners of the partner of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-business combination businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association provides that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and TABLE OF CONTENTS (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor and each member of our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement warrants they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary TABLE OF CONTENTS to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders No compensation of any kind, including finder's and consulting fees, will be paid to our sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering- related and organizational expenses; reimbursement for office space, secretarial and administrative services provided to us by our sponsor, in the amount of $10,000 per month; reimbursement for any out-of-pocket expenses on our behalf such as related to identifying, investigating, negotiating and completing an initial business combination; repayment of loans which may be made by our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination company at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants; and possible bonus payments in the form of additional LLC units in our sponsor for promotional services to members of the sponsor that make extraordinary contributions to identifying and closing our initial business combination. TABLE OF CONTENTS Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to the completion of our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our founding team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001821317_peridot_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001821317_peridot_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e0a379dfcbf544c6caa2142de7aae3b96e0bdea2
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001821317_peridot_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and article of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Carnelian are to Carnelian Energy Capital Management, L.P., an affiliate of our sponsor; Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); management or our management team are to our executive officers and directors (including our directors nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) (except as described in the definition of founder shares, above); public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; sponsor are to Peridot Acquisition Sponsor, LLC, a Delaware limited liability company; and we, us, our, company or our company are to Peridot Acquisition Corp., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 18, 2020 PRELIMINARY PROSPECTUS Peridot Acquisition Corp. $300,000,000 30,000,000 Units Peridot Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Although we may pursue an initial business combination with any business in any industry and any geographic location, we intend to target opportunities and companies that focus on environmentally sound infrastructure, industrial applications and disruptive technologies that eliminate or mitigate greenhouse gas (GHG) emissions and/or enhance resilience to climate change. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 4,500,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Peridot Acquisition Sponsor, LLC, has agreed to purchase 8,000,000 warrants (or 8,900,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, in a private placement to occur concurrently with the closing of this offering. Our initial shareholders currently own 8,625,000 Class B ordinary shares, up to 1,125,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the election of directors. Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol PDAC.U. We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on the NYSE under the symbols PDAC and PDAC WS, respectively, on the 52nd day following the date of this prospectus unless the underwriters permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 39 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $300,000,000 Underwriting discounts and commissions(1) $0.55 $16,500,000 Proceeds, before expenses, to us $9.45 $283,500,000 (1) Includes $0.35 per unit, or $10,500,000 in the aggregate (or $12,075,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $300,000,000, or $345,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S. based trust account at Union Bank of Switzerland with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Book-Running Managers UBS Investment Bank Barclays Co-Manager Tudor, Pickering, Holt & Co. The date of this prospectus is , 2020 Table of Contents GENERAL We are a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. Although we may pursue an initial business combination with any business in any industry and any geographic location, we intend to target opportunities and companies that focus on environmentally sound infrastructure, industrial applications and disruptive technologies that eliminate or mitigate GHG emissions and/or enhance resilience to climate change, a thematic that we refer to as Mitigation and Adaptation. Rapidly growing societal and political focus on these critical issues has driven considerable corporate, institutional and governmental initiatives, underpinning expected capital allocation to the sector of $2.4 to $4.5 trillion per year, as estimated by the Intergovernmental Panel on Climate Change ( IPCC ) and the International Renewable Energy Agency ( IRENA ), which we believe sets the stage for significant opportunities for Peridot. There is a large universe of private companies who have established themselves as market leaders in Mitigation and Adaptation initiatives that will benefit greatly from access to public markets and a partnership with a platform such as ours. While our target opportunity set captures a broad range of business profiles, we have identified several specific sectors on which we intend to focus, including electrification, clean fuel transportation, self-directed and autonomous mobility and related infrastructure, energy storage and efficiency, smart grid technology, renewable energy, biofuels and synthetic fuels management, reuse and recycling of waste and water, as well as related environmental infrastructure, air emissions and carbon capture, utilization and storage, among others. We may also pursue an initial business combination in other related industries, such as chemicals, industrials, infrastructure or agriculture, where there is a compelling environmental adaptation or efficiency element central to the target s core business. We expect our acquisition process and underwriting criteria will seek to pair market-leading enterprises that promote and benefit from favorable long-term Mitigation and Adaptation trends with the financial opportunity afforded by public market access. OUR SPONSOR, MANAGEMENT TEAM AND DIRECTORS Our sponsor is an affiliate of Carnelian, a private equity firm with extensive investment experience and a successful track record of identifying high-quality assets, businesses and management teams and of creating value within the broader energy space. Formed in 2015, Carnelian manages approximately $1.8 billion of cumulative equity commitments from U.S. based endowments, charitable foundations and pension funds. Carnelian is currently investing out of its second and third investment funds, Carnelian Energy Capital II, L.P. and Carnelian Energy Capital III, L.P., and its first fund, Carnelian Energy Capital, L.P., is substantially realized and achieved attractive returns for its investors. Information regarding performance by our sponsor and Carnelian is not a guarantee that our performance will be successful. Alan Levande, our Chairman and Chief Executive Officer, is a career energy executive with broad experience across the power, utilities, renewables, midstream and upstream value chains. Most recently, Mr. Levande was Co-Chief Executive Officer of Covey Park Energy LLC, a natural gas company that was acquired for $2.2 billion in 2019 by a public company. Previously, Mr. Levande was a Co-Founder and Senior Managing Director at Tenaska Capital Management LLC, a $4 billion private equity manager focused on investments in the power and energy sectors. Mr. Levande began his career in energy investment banking, where he spent 20 years with Goldman Sachs and Salomon Brothers covering Table of Contents power, utilities, renewables and natural resources. In all of Mr. Levande s prior roles, Mr. Levande was actively involved in sourcing and executing large-scale, complex mergers and acquisitions. Mr. Levande received his B.S. and M.B.A. from The Wharton School of The University of Pennsylvania. Markus Specks, our Chief Financial Officer and Senior Vice President of Corporate Development, is an energy investor with significant experience sourcing, structuring and executing complex transactions. Mr. Specks was most recently a Managing Director with V rde Partners, Inc. ( V rde ), a global alternative investment advisor managing approximately $14 billion in assets. Mr. Specks opened and was Head of V rde s Houston office, where he focused on investments across the energy landscape, including upstream, power, renewables and energy infrastructure. He began his career in investment banking at Lazard. Mr. Specks received his B.A. from Lawrence University. Peridot will also be supported by directors Tomas Ackerman and Preston Powell, as well as other members of the Carnelian team. Mr. Ackerman is a Co-Founder and a Partner of Carnelian, where he oversees Carnelian s efforts in sourcing investments, transaction negotiation and execution, monitoring of portfolio companies and firm management and strategy. Prior to co-founding Carnelian, Mr. Ackerman was a Managing Director and the head of the Houston office of Natural Gas Partners. Mr. Ackerman received a B.B.A. from the Business Honors Program at The University of Texas at Austin and an M.B.A. from Harvard Business School. Mr. Powell is a Managing Director of Carnelian, where he is responsible for leading investment sourcing, transaction due diligence and execution and monitoring portfolio companies. Prior to joining Carnelian, Mr. Powell was an energy investor at Denham Capital Management and KKR & Co. He began his career in investment banking at Greenhill & Co. and received a B.B.A. from the Business Honors Program from The University of Texas at Austin. We believe our management team, in concert with the Carnelian platform, is well positioned to identify attractive risk-adjusted business combination targets. We intend to leverage management s and Carnelian s significant collective experience and structuring and transaction expertise to achieve our initial business combination. In addition, we believe Peridot will benefit from management s and Carnelian s collective relationship network that includes senior executives at public and private companies, venture capital, private equity and other alternative investment firms, as well as longstanding relationships with a wide range of multi-disciplinary advisory firms. Both management and Carnelian have extensive backgrounds in building large-scale successful businesses, sourcing acquisition opportunities, underwriting, execution and leading post-acquisition value creation initiatives, which we consider to be a strategic advantage for us. The Carnelian platform emphasizes generating high investor returns in conjunction with community engagement, operating responsibility, diverse perspectives and environmental stewardship in all aspects of its business. We believe that Carnelian s commitment to environmental, public health, safety, social and governance issues will be critically important in helping us identify and differentiate ourselves with prospective business combination targets. Our independent directors include Scott Prochazka, Varun Sivaram and June Yearwood. Mr. Prochazka most recently served as CEO of CenterPoint Energy ( CenterPoint ), an NYSE-listed, Fortune 500 energy delivery company with electric transmission and distribution, power generation and natural gas distribution operations that serve more than 7 million metered customers in Arkansas, Indiana, Louisiana, Minnesota, Mississippi, Ohio, Oklahoma and Texas. During his tenure, CenterPoint expanded its energy efficiency programs, established its first Environmental, Social and Governance ( ESG ) strategy and began construction on a large solar array in southern Indiana to serve customers in the area. As of March 31, 2020, CenterPoint had approximately 9,600 employees, owned approximately $33 billion in assets, and held a controlling interest in Enable Midstream Partners, LP, a NYSE-listed Table of Contents master limited partnership that owns, operates and develops strategically located natural gas and crude oil infrastructure assets. Prior to his 18 years at CenterPoint Energy, Mr. Prochazka spent 13 years working in various roles at Dow Chemical. Mr. Prochazka received his B.S. in Chemical Engineering from the University of Texas in Austin. Dr. Sivaram is a physicist, bestselling author, and clean energy technology expert with experience spanning the corporate, policy, and academic sectors most recently as Chief Technology Officer of ReNew Power Limited, India s largest renewable energy firm. He is currently a senior research scholar at the Columbia University Center for Global Energy Policy and was formerly fellow and director of the energy program at the Council on Foreign Relations, senior energy advisor to the Los Angeles Mayor and New York Governor s office, adjunct professor at Georgetown University, and consultant at McKinsey & Co. He serves on the advisory boards of the Stanford University Precourt Institute for Energy and the Stanford Woods Institute for the Environment, as a senior fellow at the Aspen Institute and the Information Technology and Innovation Foundation, and as a senior advisor to Camus Energy and Radia, Inc. TIME Magazine named him to its TIME 100 Next list of the next hundred most influential people in the world. His books include Taming the Sun: Innovations to Harness Solar Energy and Power the Planet (MIT Press, 2018) and Digital Decarbonization: Promoting Digital Innovations to Advance Clean Energy Systems (CFR Press, 2018). A Rhodes and Truman Scholar, he holds a Ph.D. in condensed matter physics from Oxford University and undergraduate degrees from Stanford University. Ms. Yearwood is a Managing Director and the Head of Private Specialty Strategies for The Church Pension Fund ( CPF ), a multi-billion dollar private pension fund. In her role at CPF, Ms. Yearwood focuses on private equity, real estate and real assets, including natural resources and infrastructure. Previously, Ms. Yearwood served as Vice President, Secretary and Investment Director at the Alfred P. Sloan Foundation, a non-profit foundation, and spent over a decade with J.P. Morgan, where she served in debt capital markets, public finance and community development roles of increasing seniority. Ms. Yearwood received a B.A. from Yale University and an M.B.A. from the Stanford Graduate School of Business, and currently serves as Board Chairperson for Brooklyn Workforce Innovations, a New York City-based non-profit focused on creating living-wage employment opportunities. We believe that our board and management team s collective, long-term track record of identifying, sourcing and completing large-scale acquisitions positions us well to evaluate potential business combination targets and acquire a company that will be well received by the public markets. Upon completion of this offering, our management team and directors will actively leverage their networks of relationships to begin pursuing and evaluating potential opportunities. Information regarding performance by our sponsor, Carnelian, our management team and our directors, and any of their respective affiliates is presented for informational purposes only. Past performance is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of our sponsor, Carnelian, our management team or our directors, or any of their respective affiliates, as indicative of our future performance of an investment in us or the returns we will, or are likely to, generate going forward. Our officers and directors have not had experience with blank check companies or special purpose acquisition corporations in the past. In addition, for a list of our directors, officers and entities for which a conflict of interest may or does exist between such directors and/or officers and us, please refer to the table and subsequent explanatory paragraph under Management Conflicts of Interest. Table of Contents OUR MARKET OPPORTUNITY We believe the current outlook for Mitigation and Adaptation acquisition targets presents opportunities to achieve attractive risk-adjusted returns for our stockholders. As presented by the IPCC, there is increasing global recognition and support across various governmental, institutional and corporate stakeholders for the need to address climate change by reducing GHG emissions, defined as Mitigation, as well as the need to adapt technologies, applications and systems to a changing climate, defined as Adaptation. The capital required to achieve these objectives represents a significant increase in investment across a wide range of industries, a tailwind we intend to capitalize on with Peridot. Many of the world s leading research centers are forecasting unprecedented investments to address climate change and the transitioning energy landscape, with estimates from the International Energy Agency ( IEA ), the IPCC, the IRENA and Bloomberg New Energy Finance ( BNEF ) ranging from approximately $1 trillion to $4.5 trillion annually over the next two-to-three decades. Many of the companies participating in these value chains could benefit from access to the public equity markets, along with the management expertise and governance infrastructure that we employ. Examples of the industries where we see potential opportunity include, but are not limited to: Clean Fuel Transportation, Electrification and Energy Efficiency: Development in transportation, self-directed and autonomous mobility and fuel efficiency, battery and energy storage, distributed energy, energy efficiency and smart grid technology is continually evolving as companies aim to improve electricity reliability for those they service while reducing overall emissions. Environmental Infrastructure: Global population growth and GDP trends have bolstered demand growth for the efficient management of waste, water and agriculture, as well as highlighted the need for greater air emissions controls. The reuse, recycling and transformation of these products and byproducts into energy and other useful applications and products is an important component of the Mitigation and Adaptation thematic. Carbon Capture, Utilization and Storage: Opportunities in carbon capture, storage and utilization applications, including in the reduction, removal and recycling of carbon emissions into industrial, chemical and consumer end uses are becoming increasingly vital as more stringent emissions regulations and policies are put in place by governmental agencies and corporate entities. Already the United States, the European Union and many other jurisdictions throughout the world have implemented carbon reducing trading, incentive and/or taxation frameworks to address emissions and promote carbon capture, storage and utilization. Renewables: As sustained structural shifts in U.S. power generation continue, solar, wind, hydro, geothermal and biofuels have attracted significant investment from many investors and operators. Continued growth in renewables and the equipment and technology providers enabling more efficient energy production, transportation and end-use applications is expected to incubate an attractive set of investment opportunities. The foregoing opportunities are not intended to be exhaustive. We may pursue an initial business combination with a target business in any industry, sector or geographic location. Table of Contents OUR BUSINESS STRATEGY Our business strategy is to identify, combine with and maximize the value of a company with operations benefitting from growing Mitigation and Adaption initiatives. In executing this strategy, we will look for a target that has an enterprise value between $800 million and $2 billion that: complements the experience of our management team, directors and the Carnelian team, can benefit from our team s operational and financial expertise, and represents a compelling investment opportunity for us and our stockholders. We will focus our efforts on opportunities where we feel we have a competitive advantage and are best situated to enhance the value of the business after completion of the business combination. The ultimate goal of this business strategy is to maximize stockholder value. Our management team and directors have an extensive network of contacts that they will leverage in their efforts to identify an attractive target. Additionally, our management team and directors have defined clear criteria and procedures for identifying attractive target businesses. We believe this existing relationship network and methodical approach to deal sourcing will be advantageous in the business combination process. We also believe that our management team s and Carnelian s reputation, experience and track record will make us a preferred counterparty for public and private companies participating in the Mitigation and Adaptation sector. We believe that many privately held and publicly traded companies consider Carnelian to be a trustworthy partner and recognize the firm s ability to support value and enhance returns. Carnelian s principals, including its director representatives, have significant prior investment experience evaluating potential business combination targets in the Mitigation and Adaptation sector, which experience includes participation in midstream, water management and infrastructure-oriented investments in companies with similar fundamentals to those Peridot plans to target (Environmental Infrastructure) as well as renewable energy and power generation projects (Renewables). Furthermore, Carnelian, through involvement with its portfolio companies, has experience with various decarbonization solutions such as emissions testing, advanced leak detection and electrification. Our and Carnelian s management teams, as well as our directors, also share experience across the broader energy, infrastructure and renewables subsectors and have invested across the capital structure in both private and publicly traded companies. In addition, we believe that the breadth of the Carnelian team s investment activities is a competitive advantage. For example, Carnelian s ongoing implementation of its private investment strategy could be another source of targets for our initial business combination, to the extent that certain investment opportunities it reviews may not be appropriate for Carnelian s existing investment funds but rather are attractive for our company. As a result, we believe both the Peridot and Carnelian teams have a strong understanding of key macro-economic trends, investor expectations and market sentiment within the sector. Following our initial business combination, we will work with our target to incorporate best practices relating to ESG disclosure, including potentially incorporating disclosures recommended by the Task Force on Climate-Related Financial Disclosures, employing GRI methodologies and establishing meaningful science-based emissions targets for our asset base. We believe these practices will lead to a competitive advantage for the post-business combination company. Table of Contents OUR ACQUISITION CRITERIA AND PROCESS Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating targets for our initial business combination. We will use these criteria and guidelines in evaluating business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and guidelines. We currently intend to focus on targets that we believe: are engaged in activities that would benefit from key macro-economic trends driving the Mitigation and Adaptation sectors; such sectors are typically characterized by large market opportunities, strong growth and business or sustainable solutions that contribute to or enable GHG emissions reductions; are expected to generate attractive risk-adjusted returns for our stockholders. will be well received by public investors and can benefit from access to the public capital markets, including ESG-focused investors; have a positive environmental and social impact, considering all stakeholders, employees and the community, without sacrificing a financial return for our stockholders; will benefit from our management team s operating, technical and structuring expertise, extensive network and strategic insight and public market access and capital; and have opportunities to grow the business organically and via third-party acquisitions. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet any or all of the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, and inspection of products and facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our transactional, managerial and investment experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Our sponsor, members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Table of Contents We currently do not have any specific business combination under consideration. Certain of our directors are employed by Carnelian. Carnelian is continuously made aware of potential investment opportunities with energy and infrastructure companies, one or more of which we may desire to pursue for a business combination, but we have not selected any business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Certain of our officers and directors presently have, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity subject to his or her fiduciary duties. Accordingly, if any of our officers or directors become aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then subject to such officer s and director s fiduciary duties under Cayman Islands law, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such other entity before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. Our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our sponsor, officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. INITIAL BUSINESS COMBINATION So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (less the deferred underwriting commissions and income taxes payable on the interest and other income earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such Table of Contents opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. OTHER CONSIDERATIONS We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking Table of Contents firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. In addition, certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. Our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our sponsor, officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. CORPORATE INFORMATION Our executive offices are located at 2229 San Felipe Street, Suite 1450, Houston, TX 77019, and our telephone number is (713) 322-7310. We maintain a corporate website at www.peridotspac.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and expect to receive, after the effectiveness of the registration statement of which this prospectus forms a part, a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Table of Contents Tax Concessions Law (2020 Revision) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates does not equal or exceed $250.0 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th. To the extent we take advantage of any reduced disclosure obligations, it may also make comparison or our financial statements with other public companies difficult or impossible. Table of Contents The offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 30,000,000 units (or 34,500,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-half of one redeemable warrant. Proposed NYSE symbols Units: PDAC.U Class A ordinary shares: PDAC Warrants: PDAC WS Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless UBS Securities LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and units will not be traded after completion of our initial business combination. Table of Contents Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K that includes an audited balance sheet reflecting our receipt of the proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 30,000,000(1) Ordinary shares: Number outstanding before this offering 8,625,000 (2)(3) Number outstanding after this offering 37,500,000 (1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 8,000,000 (1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 23,000,000 (1) (1) Assumes no exercise of the underwriters over-allotment option. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. (3) Includes 1,125,000 founder shares that are subject to forfeiture. (4) Includes 30,000,000 public shares and 7,500,000 founder shares, assuming 1,125,000 founder shares have been forfeited. Table of Contents Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants Table of Contents when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to Table of Contents maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares Table of Contents equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Shareholders Warrants ; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per Table of Contents public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Antidilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Table of Contents Warrants Public Shareholders Warrants for additional information. Founder shares In August 2020, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 8,625,000 Class B ordinary shares, par value $0.0001. In September 2020, our sponsor transferred 30,000 Class B ordinary shares to each of our independent directors. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 1,125,000 founder shares are subject to forfeiture by the sponsor, depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right Table of Contents to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 11,250,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares Table of Contents until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if we do not consummate an initial business combination, at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working Table of Contents capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Election of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our shareholder meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 8,000,000 private placement warrants (or 8,900,000 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant ($8,000,000 in the aggregate or $8,900,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the Table of Contents closing of this offering. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a Table of Contents cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $300,000,000, or $345,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at Union Bank of Switzerland with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $10,500,000 (or $12,075,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest or other income earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of Table of Contents this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of income taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $115,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in non-reimbursed expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such Table of Contents loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (less the deferred underwriting commissions and income taxes payable on the interest and other income earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the Table of Contents business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to Table of Contents the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem Table of Contents their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a Table of Contents maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A Table of Contents of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 11,250,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such shareholder meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan Table of Contents established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to Table of Contents redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commission, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we have not consummated an Table of Contents initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be Table of Contents available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as Table of Contents reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in the amount of $10,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Table of Contents Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. RISKS We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001821318_otr_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001821318_otr_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..caa64efc568865f0e34dc83af08a39df7160bdb5
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001821318_otr_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 tm2034241d1_s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on October 26, 2020. Registration No. 333-248093 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment no. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OTR Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2136914 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 1395 Brickell Avenue Suite 800 Miami, FL 33131 Telephone: (305) 697-9600 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) Nicholas J. Singer 1395 Brickell Avenue Suite 800 Miami, FL 33131 Telephone: (305) 697-9600 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: Barry I. Grossman, Esq. Benjamin S. Reichel, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 212-370-1300 Mitchell S. Nussbaum, Esq. Giovanni Caruso, Esq. Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 212-407-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: "common stock" are to our Class A common stock and our Class B common stock, collectively; "founder shares" are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issuable upon the conversion thereof as provided herein; "initial stockholders" are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); "Maxim" are to Maxim Group LLC, the representative of the underwriters in this offering; "management" or our "management team" are to our officers and directors; "private placement warrants" are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering, which private placement warrants are identical to the warrants sold in this offering, subject to certain limited exceptions as described in this prospectus; "public shares" are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public stockholders" are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a "public stockholder" shall only exist with respect to such public shares; "public warrants" are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor or the underwriters (or permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination; "sponsor" are to OTR Acquisition Sponsor LLC, a Delaware limited liability company, an affiliate of Nicholas J. Singer, our Chief Executive Officer, Chief Financial Officer and Chairman; "warrants" are to our redeemable warrants, which includes the public warrants as well as the private placement warrants; and "we," "us," "company" or "our company" are to OTR Acquisition Corp. Each unit consists of one share of Class A common stock and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and gives effect to the cancellation of 3,881,250 founder shares in October 2020. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security (1) Proposed Maximum Aggregate Offering Price (1) Amount of Registration Fee (5) Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable Warrant entitling the holder to purchase one share of Class A common stock (2) 13,225,000 Units $ 10.00 $ 132,250,000 $ 14,428.48 Shares of Class A common stock included as part of the units (3) 13,225,000 Shares — — — (4) Redeemable warrants included as part of the units (3) 6,612,500 Warrants — — — (4) Representative s shares of Class A common stock (3) 231,438 Shares $ 10.00 $ 2,314,380 $ 252.50 Total $ 134,564,380 $ 14,680.98 (5) (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 1,725,000 units, consisting of 1,725,000 shares of Class A common stock and 862,500 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) No fees are payable pursuant to Rule 457(g). (5) $37,690.68 previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Our Company We are a blank check company formed under the laws of the State of Delaware on July 23, 2020. We were formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to as a "target business." We may pursue a business combination opportunity in any business or industry we choose and intend to target businesses with enterprise values of approximately $500 million to $2.5 billion. To date, our efforts have been limited to organizational activities as well as activities related to this offering. None of our officers, directors, promoters and other affiliates has engaged in any substantive discussions on our behalf with representatives of other companies regarding the possibility of a potential business combination with us. Our sponsor is controlled by affiliates of Nicholas J. Singer, our Chairman and Chief Executive Officer, and Purchase Capital LLC, an investment firm founded by Mr. Singer. Purchase Capital serves as Mr. Singer s family office and sponsor to leading institutional investors and third-party family offices. Purchase Capital provides patient capital for private and public companies that have significant potential for long-term value creation. Our management team and board of directors will consist of experienced deal makers, operators, and professional investors. Our Chairman and Chief Executive Officer, Nicholas J Singer has over 20 years of investing experience spanning public markets, distressed debt, direct lending, and private equity. A hallmark of Mr. Singer s career has been his ability to source and structure Off-The-Run ("OTR") transactions that have resulted is significant value creation for his investors. An OTR transaction is off-market, proprietary, and generated specifically by our management team. Mr. Singer has also had a highly successful parallel career as an entrepreneur. He was Co-Founder of two successful asset management businesses, Cyrus Capital, a registered investment advisor with $5 billion assets under management ("AUM") and Standard General, a registered investment advisor with $1 billion AUM. He was also a Founding Investor & Director of Virgin America Inc. and the Founder of United Parks LLC, a diversified amusements company. Mr. Anderson is an executive with over 25 years of financial and operational business experience. He is currently the Chief Financial Officer of United Parks, the owner and operator of amusement parks and water parks throughout the country. Over the course of his career, he has served as Chief Executive Officer and Chief Financial Officer in companies across multiple industries. Mr. Neithardt is an investor and deal maker with approximately 30 years of finance and private equity experience in transaction origination, transaction execution and post-acquisition management. He is currently the Founder and Managing Partner of Hammock Park Capital LLC, a private equity firm focused on special situations and turnaround investment opportunities in the middle market. He is also a Co-Founder and Senior Partner of General American Capital Partners, LLC, an independent private equity sponsor focused on partnering with proven management teams to create long-term shareholder value. Mr. Gray brings over 40 years of experience in commercial lending and specialty finance within banks and non-bank lenders, with approximately 20 years of which involved positions of executive leadership. Most recently, he was hired to lead a turn-around of CalWest Bank, a $225 million asset commercial bank, through a recapitalization in 2015, which culminated in a sale of the bank in the midst of the COVID pandemic for 1.3x tangible book value. Mr. Besner is an investor with approximately two decades of experience in both public and private markets. He is currently a Principal at SoundPoint Capital, an institutional credit investing and hedge fund platform with over $20 billion of assets under management, and was previously a Director at Taconic Capital, a global institutional investment firm with over $5 billion of assets under management. We have also assembled a strategic advisory board that is made up of individuals who have served in "C-Suite" level positions for both public and private companies. These individuals bring a wealth of experience and relationships that we will be able to leverage to source transactions from as well as provide strategic advice when analyzing potential transaction targets. We believe the expertise and experience of our officers, directors and advisors in sourcing and creating unique opportunities as well as structuring complex transactions involving creative capital deployment, will make us a partner of choice for potential business combination targets. We intend to focus our efforts on evaluating business combination targets by leveraging the management team and board of directors deep network of public and private enterprises, experienced operators, restructuring advisors, attorneys, accountants, family offices, hedge funds, and private equity firms. Our Business Strategy & Competitive Strengths We intend to focus our search for an initial business combination on OTR private companies that have either positive operating cash flow or compelling unit economics combined with a clear path to positive operating cash flow, tangible or intangible assets with significant barriers to entry, and experienced incentivized management teams. Our selection process is expected to leverage a unique set of relationships with proven deal-sourcing capabilities to provide us with a strong pipeline of potential targets. We expect to distinguish ourselves with our ability to: Leverage our Extensive Network of Relationships to Create a Significant Pipeline of OTR Acquisition Opportunities. We believe the combination of our officers , directors and advisors broad investment and operating experience in addition to our ability to access a deep network of public and private enterprises, experienced operators, restructuring advisors, attorneys, accountants, family offices, hedge funds, and private equity firms will enable us to identify and evaluate compelling target businesses. Employ a Rigorous Systematic Process of Identifying Target Companies and Acquiring a Business that will be Well-Received by the Public Markets. We believe that our management s strong M&A and investment track record in both private and public markets, combined with extensive public market trading experience, will provide a distinct advantage for identifying, valuing and completing a business combination that will meet our investors expectations. Providing an Alternative Path to Becoming Public. We believe our structure will make us an attractive business combination partner to prospective target businesses that desire to become a publicly listed company. A merger with us will offer a target business an alternative process to a public listing rather than the traditional initial public offering process. We believe that target businesses may favor this alternative, which we believe is less expensive, while offering greater certainty of execution than the traditional initial public offering. Furthermore, once a proposed business combination is approved by our shareholders and the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe the target business would have greater access to capital and additional means of creating management incentives that are better aligned with shareholders interests than it would as a private company. A public company can offer further benefits by augmenting a company s profile among potential new customers and vendors and aid in attracting talented management. With public company corporate governance standards, a target business may become attractive to public investors. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED OCtoBER 26, 2020 $115,000,000 OTR Acquisition Corp. 11,500,000 Units OTR Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. While we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus our search on target businesses with enterprise values of approximately $500 million to $2.5 billion. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 1,725,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described herein. If we are unable to complete our initial business combination within 18 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as further described herein. Our sponsor, OTR Acquisition Sponsor LLC, has agreed to purchase an aggregate of 6,212,500 warrants (or 6,859,375 warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant, for an aggregate purchase price of $6,212,500 (or $6,859,375 if the over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The private placement warrants are identical to the warrants sold in this offering, subject to certain limited exceptions as described in this prospectus. Our sponsor owns an aggregate of 3,306,250 shares of our Class B common stock (up to 431,250 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, as described herein. Currently, there is no public market for our units, Class A common stock or warrants. We have applied to list our units on The Nasdaq Capital Market, or Nasdaq, under the symbol "OTRAU". We expect that our units will be listed on The Nasdaq Capital Market on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Maxim Group LLC, the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols "OTRA" and "OTRAW," respectively. Strong and Stable Financial Position with Flexibility. With funds in the trust account of $250 million (or approximately $287.5 million if the over-allotment option is exercised in full, excluding the deferred underwriting fees) available to use for a business combination, we offer a target business a variety of options such as providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, since we have no specific business combination under consideration, we have not taken any steps to secure third party financing and there can be no assurance that it will be available to us. Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines which we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities and will initially target businesses with enterprise values of approximately $500 million to $2.5 billion, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that we believe has the following characteristics: Benefits from a Public Currency and Access to Public Equity Markets. Access to the public equity markets could allow the target company to utilize additional forms of capital, enhancing its ability to pursue accretive acquisitions, high-return capital projects, and/or strengthen its balance sheet and recruit and retain key employees through the use of publicly-traded equity compensation. Has a Strong Competitive Position and Growing Platform. We will seek to invest in companies that we believe possess not only established business models and sustainable competitive advantages, but also a growing platform for equity investors. Operated by a Talented and Incentivized Management Team. We will focus on companies with strong and experienced management teams that desire a significant equity stake in the post-business combination company. We will seek to partner with a management team and/or seller who is well-incentivized and aligned in an effort to create stockholder value. Benefits from Our Ability to Uniquely Structure Transaction to Unlock and Maximize Value. We will look for situations where our extensive experience and creativity can architect a win-win solution for both sides of the transaction. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. We are an "emerging growth company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 24 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 115,000,000 Underwriting discounts and commissions (1) $ 0.475 $ 5,462,500 Proceeds, before expenses, to OTR Acquisition Corp. $ 9.525 $ 109,537,500 (1) Includes $0.35 per unit, or $4,025,000 (or up to $4,628,750 if the underwriters over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, as described in this prospectus. See the section of this prospectus entitled "Underwriting" beginning on page 116 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $117,875,000 or $135,556,250 if the underwriters over-allotment option is exercised in full ($10.25 per unit in either case) will be deposited into a trust account in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and $1.9 million will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Sole Manager Maxim Group LLC , 2020 We will have until 18 months from the closing of this offering to consummate an initial business combination. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the "Investment Company Act". Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Our Business Combination Process In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We will also seek to utilize the expertise of our management team in evaluating operating projections, financial projections and determining the appropriate return expectations given the risk profile of the target business. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view. Certain of our officers and directors presently have fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Each of our officers has agreed not to become an officer of any other special purpose acquisition company that has publicly filed a registration statement for its initial public offering until we have entered into a definitive agreement regarding our initial business combination or we have liquidated the trust account. Corporate Information Our executive offices are located at 1395 Brickell Avenue, Suite 800, Miami, FL 33131, and our telephone number is (305) 697-9600. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. TABLE OF CONTENTS Summary 1 Risk Factors 24 Cautionary Note Regarding Forward-Looking Statements 50 Use of Proceeds 51 Dividend Policy 55 Dilution 56 Capitalization 58 Management s Discussion and Analysis of Financial Condition and Results of Operations 59 Proposed Business 64 Management 85 Principal Stockholders 91 Certain Relationships and Related Party Transactions 94 Description of Securities 96 Material U.S. Federal Income Tax Considerations 109 Underwriting 116 Legal Matters 124 Experts 124 Where You Can Find Additional Information 124 Index to Financial Statements F-1 We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th. THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001821323_sigilon_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001821323_sigilon_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001821323_sigilon_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001821595_10x_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001821595_10x_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..03bd434105f5b938d7e6dcf6451a60753fdbd9d0
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001821595_10x_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to 10X Capital Venture Acquisition Corp, a Delaware corporation; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; founder shares are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors; directors are to our current directors and director nominees; common stock are to our Class A common stock and our Class B common stock; public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; sponsor are to 10X Capital SPAC Sponsor I LLC, a Delaware limited liability company; and Wells Fargo are to Wells Fargo Securities, LLC, the representative of the underwriters of this offering. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. 1 Table of Contents GENERAL We are a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We believe that our management team s decades of experience and relationships with leading technology companies and their founders, executives and investors, in addition to the extensive industry and geographical reach of our network, along with our prior experience with special purpose acquisition company ( SPAC ) business combinations, will give us a competitive advantage in pursuing a broad range of opportunities in many industries. Although we may pursue an business combination opportunity in any business or industry, we currently intend to focus our efforts on identifying high growth technology and tech-enabled businesses domestically and abroad in the consumer internet, ecommerce, software, healthcare and financial services industries, as well as other industries that are being disrupted by advances in technology and on technology paradigms including artificial intelligence ( AI ), automation, data science, ecommerce and Software-as-a-Service ( SaaS ). OVERVIEW 10X Capital is a New York City-based investment firm which connects Wall Street with Silicon Valley, aligning institutional capital with high growth ventures. Founded in 2004 by serial entrepreneur Hans Thomas, 10X Capital invests alongside leading technology investors, with a focus on consumer-oriented software and technology companies disrupting major industries, including finance, healthcare, transportation and real estate, by leveraging advances in automation, artificial intelligence and data science. David Weisburd, founder of San Francisco-based venture capital firm Growth Technology Partners ( GTP ), was previously involved in multiple venture capital investments with 10X Capital, and joined the firm in 2019 through 10X Capital s acquisition of GTP. Mr. Thomas and Mr. Weisburd, through 10X Capital and GTP, are investors in a number of high growth venture-backed companies such as Robinhood Markets, Inc. ( Robinhood ), Circle Internet Financial ( Circle ), Ripple, 23andMe and Headspace, CaaStle, Pipefy and Wish. Wish recently announced that it submitted a confidential registration statement with the U.S. Securities and Exchange Commission (the SEC ) intending to go public. 10X Capital has invested in these and other venture-backed companies alongside well-known venture capital funds such as Sequoia Capital ( Sequoia ), New Enterprise Associates ( NEA ), Ribbit Capital ( Ribbit ), General Catalyst Partners, Google Ventures ( GV ), Founders Fund and Fidelity Investments Inc. ( Fidelity ), Andreesen Horowitz, DST Global, Kleiner Perkins, Thiel Capital, Khosla Ventures, Norwest Venture Partners, Insight Partners, Bessemer Venture Partners, Social Capital, 8VC, DCM, TCV and Wellington. 10X Capital utilizes data science to identify and evaluate investments, as well as support portfolio companies strategic growth, and through its network of relationships with founders, executives and venture capitalists, routinely meets with a variety of startups seeking investment. 10X Capital has been an early and active investor in companies that have recently gone public or are reported to be in the process of going public, including biotech firm Compass Therapeutics, which completed a reverse merger transaction with a public shell company in June 2020. 10X Capital was also an investor in Palantir Technologies ( Palantir ), which completed a direct listing on the New York Stock Exchange in September 2020. 10X Capital was also an early investor in DraftKings Inc. (Nasdaq: DKNG), which completed a business combination with a SPAC in April 2020.10X Capital was actively involved in the SPAC process of Shift Technologies, Inc. ( Shift ) which announced a business combination transaction with Insurance Acquisition Corp. (Nasdaq: INSU), a SPAC in June 2020. OUR MANAGEMENT TEAM Our management team is led by Hans Thomas, our Chairman and Chief Executive Officer, and David Weisburd, our Chief Operating Officer and one of our directors. Mr. Thomas is a serial entrepreneur and technology investor with a track record of over 20 years, featured in Bloomberg News, Asset-backed Alert and The Wall Street Journal. He is 10X Capital s founder and chief executive officer of and serves as chairman of its subsidiary, GTP, as well as chairman of 10X Capital Partners, an asset manager and a FINRA-registered investment adviser. Prior to founding 10X Capital, Mr. Thomas was an executive director at 1/0 Capital, a New York City-based financial technology ( FinTech ) investor, where he served in senior investment 2 Table of Contents and portfolio company founder roles since 2001. As an entrepreneur, Mr. Thomas was on the founding teams of venture-backed FinTech startup InternetCash (1999), online mortgage firm RefinanceOne (2004) and data science firm TheNumber (2015). Mr. Thomas is regarded as a top technology sector investor, financier and visionary because of his track record of identifying and investing in promising early stage opportunities and connecting them with institutional capital to help accelerate their growth. Mr. Thomas credibility as a founder as well as an investor has made him one of the first calls for Silicon Valley venture capitalists on topics of finance and capital markets, as well as for Wall Street firms and investors seeking access to technology investments and tech-enabled assets, as clearly seen by a portfolio that has attracted investors and financiers from both camps. Notable portfolio companies and personal investments exemplifying this strategy include Robinhood, AlphaFlow, Inc., Milo Credit, Better and Climb, whose equity investors include Sequoia, Kleiner Perkins, Point72 Ventures, Social Capital, and QED Investors, and whom have obtained significant financing from leading institutional investors and investment banks, such as The Blackstone Group, Inc. (NYSE: BX), The Goldman Sachs Group, Inc. (NYSE: GS) & Jefferies Group LLC ( Jefferies ). Mr. Thomas attended New York University. Mr. Weisburd is currently a general partner and co-head of venture capital at 10X Capital, where he led 10X Capital s investments in Robinhood, Compass Therapeutics, HeadSpace and DraftKings. Prior to 10X Capital, Mr. Weisburd founded and was general partner of venture capital firm GTP in 2012, whose portfolio companies include 23andMe, Circle, Palantir, Pipefy, Ripple, Tonal, Vicarious and Wish. Prior to joining 10X Capital, Mr. Weisburd was a partner at Flight Ventures, which has a prolific track record investing in companies including Carta, Cruise, Discord, Dollar Shave Club, Fastly, Inc. (NYSE: FSLY), LinkedIn, PayPal Holdings, Inc. (Nasdaq: PYPL), Rent the Runway, Wealthfront Inc. and many others. Prior to his venture capital career, Mr. Weisburd was on the founding teams of two venture-backed technology startups, isocket (acquired by Rubicon Project (Nasdaq: RUBI)) and RoomHunt (acquired by RentLingo, Inc.). Mr. Weisburd received a BS in management and entrepreneurship Indiana University Kelley School of Business in 2008 and an MBA from Dartmouth College Tuck School of Business in 2012. Mr. Weisburd is currently pursuing a Master s degree in Psychology from Harvard University. Our team also includes Oliver Wriedt, our President and Head of Capital Markets and Guhan Kandasamy, our Chief Financial Officer. Mr. Wriedt has over 25 years of experience in corporate credit and capital markets, including as chief executive officer of credit fund manager DFG Investment Advisors, which currently has $6.6 billion in assets under management ( AUM ), co-chief executive officer of credit fund CIFC, which currently has $25 billion in AUM, and as a partner at Golden Tree Asset Management (from 2004 to 2008), which currently has $28 billion in AUM. He is also a member of the board of directors of Cadence Group, Inc., a digital securitization startup, and an investor in Milo, a digital banking startup backed by QED Investors, both of which are 10X Capital portfolio companies. Mr. Kandasamy is currently the chief credit officer of 10X Capital Partners and has over 17 years of financial services, technology, and data science experience at firms including TheNumber, CoreLogic (NYSE: CLGX), Opera Solutions, DBRS Morningstar, SecondMarket (acquired by Nasdaq) and Fannie Mae. He received an MBA in Entrepreneurial Finance from Oxford University in 2010. Our board of directors will include Christopher Jurasek, Sigurgeir Orn ( Ziggy ) Jonsson and Woodrow H. Levin, and we expect that Gil Penchina will serve as a board observer. Each of these individuals possesses significant finance, venture capital, and entrepreneurial experience and business relationship networks that we believe will be beneficial to our efforts to identify and consummate an initial business combination. Two of our board members, Messrs. Jurasek and Levin either have been or continue to be board members of companies that have gone public through SPAC business combinations in transactions in which each resulting public company had over $1.0 billion in enterprise value upon the consummation of such transaction. Mr. Jurasek has over 25 years of experience leading global software and industrial technology companies, and is an operating executive at Clearlake Capital, LP. From August 2017 to January 2019, Mr. Jurasek was a member of the board of directors of ConvergeOne, which merged with a SPAC, Forum Merger Corporation, in 2018 in a transaction valuing the company at $1.2 billion. Mr. Jurasek currently serves as chief executive officer of EagleView, one of the leading technology providers of aerial imagery. Mr. Jurasek was also president of aviation technology firm JetSmarter (acquired by Vista Global) and chief executive officer of Calero Software from August 2018 to December 2019 and February 2013 to January 2020, respectively. 3 Table of Contents Mr. Jonsson is the senior partner and chief technology officer of 1/0 Capital, where he was also a technical co-founder and advisor in several portfolio companies, including TheNumber, Better, Future Finance, Climb Credit, and Paribus (acquired by CapitalOne). Mr. Jonsson was formerly the head of structured credit trading of North America at Bank of America (NYSE: BAC). Mr. Jonnson also held senior management roles at Kaupthing Bank and Glitnir Bank. Mr. Jonsson was also an early investor in Siggi s, an Icelandic style yogurt brand, which was acquired by Groupe Lactalis. Mr. Levin currently serves on the board of directors of DraftKings Inc. (Nasdaq: DKNG) which was acquired by a SPAC, Diamond Eagle Acquisition Corp, in a transaction valuing the company at $3.3 billion. Mr. Levin is also the founder and chief executive officer of Extend, Inc. and was previously the founder and chief executive officer of Estate Assist, which was acquired by DocuSign (Nasdaq: DOCU). Mr. Penchina is an accomplished venture investor, whose portfolio companies include PayPal, LinkedIn, Fastly, Cruise, Rent the Runway, PagerDuty (NYSE: PD), Discord, Dollar Shave Club, Carta and Wealthfront. Mr. Penchina was part of the pre-IPO team at eBay Inc. (Nasdaq: EBAY), where he initially oversaw mergers & acquisitions and then international expansion. Mr. Penchina began his career General Electric Company (NYSE: GE) and Bain & Company. The past performance of our management team or their respective affiliates is not a guarantee of either: (i) success with respect to any business combination we may consummate; or (ii) that we will be able to identify a suitable candidate for our initial business combination. No member of our management team has had management experience with special purpose acquisition corporations in the past. You should not rely on the historical record of our management team s or their respective affiliates performance as indicative of any future performance. For more information on the experience and background of our management team, see the section entitled Management. BUSINESS STRATEGY We will seek to capitalize on the significant relationships of Mr. Thomas and Mr. Weisburd, along with other members of our management team, to identify, evaluate and acquire high growth technology and tech-enabled businesses domestically and abroad in the consumer internet, ecommerce, software, healthcare and financial services industries, as well as other industries which are being disrupted by advances in technology and on technology paradigms including AI, automation, data science, ecommerce and SaaS. If we elect to pursue an investment outside of those industries, our management s expertise related to those industries may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding that industry might not be relevant to an understanding of the business that we elect to acquire. Following the Great Recession of 2008, technology companies have experienced a significant increase in private funding, with venture capital backed startups with venture capital backed startups raising $135.8 billion in 2019 up from $37 billion in 2008, or roughly a 267% increase according to the Pitchbook National Venture Capital Association venture monitor. We believe that venture capitalist Marc Andreessen s prediction that software will eat the world is coming to fruition. This increase in private funding, however, has not been evenly dispersed, as later stage venture capital firms and growth equity investors have adopted a winner takes all view of private markets. This view is evidenced by the concentrated allocation of a significant amount of capital to a relatively small number of companies, with the top 2% of venture and growth equity backed companies in the first two quarters of 2020 receiving 21% of all funding.This effect is even more pronounced in late stage venture rounds, where 2% of late stage venture-backed companies raised over 46.5% of all capital in the first two quarters of 2020, according to data published by the National Venture Capital Association. We believe that the traditional IPO market is fundamentally underserving the interests of high growth, middle market technology companies. The first day IPO pops of Agora Inc. (Nasdaq: API) (153%), Lemonade Inc. (NYSE: LMND) (139%) and Vroom, Inc. (Nasdaq: VRM) (118%), among others, have supported the notion that despite demonstrable investor demand, the traditional IPO process underprices high growth technology companies. Data compiled by Marker indicates that the average company that went public in 2020 left $110 million on the table. Agora, ZoomInfo Technologies Inc. (Nasdaq: ZI) and Vroom each saw their share prices rise $500 million on the first day, ostensibly leaving much of that appreciation on the table. 4 Table of Contents These combined private and public market factors have led to a proliferation of private companies who face capital and valuation constraints in the private markets, for whom there may be significant investor demand in the public markets, but who may be deterred from utilizing the traditional IPO channel to access more efficient capital. These companies represent a significant and addressable target market for us. We estimate that there are 2,128 current private venture capital and private equity backed companies who would have a potential post-combination enterprise value of $500 million to $3 billion based on the valuation implied at their last round of funding, representing more than $687 billion in combined enterprise value that may be suitable targets for us, according to data from PitchBook Data as of June 30, 2020. Our mission is to create a better solution to the conventional IPO for these high growth, disruptive technology and technology-enabled companies, which addresses their needs for capital and liquidity, while overcoming the key points of friction in the traditional IPO path. BUSINESS COMBINATION CRITERIA Although we may pursue an acquisition opportunity in any business or industry, we currently intend to focus our efforts on identifying high growth technology and tech-enabled businesses domestically and abroad in the consumer internet, ecommerce, software, healthcare and financial services industries, as well as other industries which are being disrupted by advances in technology and on technology paradigms including AI, automation, data science, ecommerce and SaaS. Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. Public company-ready: We intend to seek out targets with established governance, financial controls and reporting policies in place, ready to operate in the public markets. Strong Value Proposition for Public Investors: We intend to focus on companies who have a likelihood of being positively received by public company investors, and who may reasonably be expected to have good access to public capital markets. Expansion Potential: We intend to seek out companies that possess significant expansion opportunities, which may be facilitated by their status as a public company and access to public capital. Differentiated product or service: We intend to seek out companies with competitive advantages that can maintain and grow market share against incumbent as well as emerging competitors. Experienced management team: We intend to seek out companies with strong, experienced management teams, or provide a platform to assemble an effective management team with a track record of driving growth and profitability. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination. 5 Table of Contents INITIAL BUSINESS COMBINATION Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. SOURCING OF POTENTIAL INITIAL BUSINESS COMBINATION TARGETS We believe our management team is well positioned to identify unique opportunities across the private company landscape in the technology sector. Our selection process will leverage our relationships with leading technology company founders, executives of private and public companies, venture capitalists, private equity and growth equity funds. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. 6 Table of Contents Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. CORPORATE INFORMATION Our executive offices are located at 1 World Trade Center, 85th Floor, New York, New York 10007, and our telephone number is (212) 257-0069. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. 7 Table of Contents THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 17,500,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-half of one redeemable warrant. Proposed Nasdaq symbols Units: VCVCU Class A common stock: VCVC Warrants: VCVCW Trading commencement and separation of shares of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Wells Fargo informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. 8 Table of Contents Units: Number outstanding before this offering 0 Number outstanding after this offering 17,500,000(1) Common stock: Number outstanding before this offering 5,031,250(2)(3) Number outstanding after this offering 21,875,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 5,500,000(1) Number of warrants to be outstanding after this offering and the private placement 14,250,000(1) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-half of one warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. ____________ (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 656,250 founder shares by our initial stockholders for no consideration. (2) Includes up to 656,250 founder shares that will be forfeited by our initial stockholders depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 17,500,000 public shares and 4,375,000 founder shares. 9 Table of Contents Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance), (the Newly Issued Price ) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of warrants for cash will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be 10 Table of Contents required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash Once the warrants become exercisable, we may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination as described elsewhere in this prospectus) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants for cash unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. None of the private placement warrants will be redeemable by us so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees. Cashless exercise If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value will mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see Description of Securities Warrants Public Stockholders Warrants for additional information. 11 Table of Contents Founder shares On August 10, 2020, our sponsor paid $25,000, or approximately $0.005 per share, to cover certain expenses on our behalf in consideration of 6,325,000 founder shares. On November 16, 2020, our sponsor forfeited 1,293,750 founder shares back to the Company for no consideration. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 20,125,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 656,250 of the founder shares will be forfeited depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial stockholders, on an as-converted basis, at 20.0% of our issued and outstanding common stock upon the consummation of this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 18 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). 12 Table of Contents If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 6,562,501, or 37.5% of the 17,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) (w) with respect to 25% of such shares, until consummation of our initial business combination, (x) with respect to 25% of such shares, until the closing price of our Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination, (y) with respect to 25% of such shares, until the closing price of our Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination and (z) with respect to 25% of such shares, until the closing price of our Class A common stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if we consummate a transaction after our initial business combination which results in our stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. 13 Table of Contents Founder shares conversion and anti-dilution rights The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Voting Rights Holders of record of our Class A common stock and holders of record of our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law. Private placement warrants Our sponsor has agreed to purchase an aggregate of 5,500,000 private placement warrants, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $5,500,000 in the aggregate, in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $175 million (or $201.25 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 18 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by their initial purchasers or their permitted transferees (except as described below under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). If the private placement warrants are held by holders other than their initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . 14 Table of Contents Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $175 million, or $201.25 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $5,500,000 in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $2,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $6,125,000 (or up to $7,568,750 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 18 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $175,000 per year, assuming an interest rate of 0.1% per year; however we can provided no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.00 per warrant, at the option of the lender. 15 Table of Contents Conditions to completing our initial business combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock or shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable. 16 Table of Contents Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted purchases of our securities for a description of how our sponsor, initial stockholders, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. 17 Table of Contents Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares they hold and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq s stockholder approval rules. The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our second amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. 18 Table of Contents If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need only 6,562,501, or 37.5% of the 17,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. 19 Table of Contents We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. 20 Table of Contents We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 18 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 18-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18-month time period. 21 Table of Contents Our initial stockholders have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 18 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation. However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 18-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 18 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. 22 Table of Contents Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account. Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to our sponsor of $20,000 per month for office space, secretarial and administrative services provided to members of our management team; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. 23 Table of Contents RISKS We are a blank check company that has conducted no operations and has generated no revenues to date. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors in this prospectus. 24 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001821682_sarissa_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001821682_sarissa_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..27b6b58dbf25b9a1ef273ea7afc63d786cb08115
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001821682_sarissa_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: Cantor Fitzgerald are to Cantor Fitzgerald & Co.; Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; company, we, us, our, or our company are to Sarissa Capital Acquisition Corp., a Cayman Islands exempted company; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to our sponsor and each other holder of founder shares upon the consummation of this offering; management or our management team are to our executive officers and directors (including our director nominees who will become directors at the consummation of this offering); Maples are to Maples and Calder, our Cayman Islands legal counsel; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; person refers to an individual or entity; private placement warrants are to the warrants issued to our sponsor and Cantor Fitzgerald in a private placement simultaneously with the closing of this offering; public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares to be sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); Sarissa are to Sarissa Capital Management LP; and sponsor are to Sarissa Capital Acquisition Sponsor LLC, a Delaware limited liability company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Except as specifically provided otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a newly incorporated blank check company incorporated on August 12, 2020 as a Cayman Islands exempted company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 9, 2020 PRELIMINARY PROSPECTUS $175,000,000 Sarissa Capital Acquisition Corp. 17,500,000 Units Sarissa Capital Acquisition Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Although there is no restriction or limitation on what industry our target operates in, it is our intention to pursue prospective targets that are focused on healthcare and biopharma. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, or as described in this prospectus. Subject to the terms and conditions of this prospectus, we may redeem the warrants once the warrants become exercisable. The underwriters have a 45-day option from the date of this prospectus to purchase up to 2,625,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Sarissa Capital Acquisition Sponsor LLC, and Cantor Fitzgerald & Co., the representative of the underwriters for this offering, have agreed to purchase an aggregate of 3,666,667 private placement warrants (or 4,016,667 private placement warrants if the underwriters over-allotment option is exercised in full), at a price of $1.50 per warrant (3,083,333 private placement warrants to our sponsor (or 3,345,833 warrants if the over-allotment option is exercised in full) and 583,333 private placement warrants to Cantor Fitzgerald (or 670,833 warrants if the over-allotment option is exercised in full)) for an aggregate purchase price of $5,500,000 (or $6,025,000 if the over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at a price of $11.50 per share, in a private placement that will close simultaneously with the closing of this offering. The private placement warrants are identical to the warrants being sold as part of the units in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders currently own 5,031,250 Class B ordinary shares (up to 656,250 of which are subject to forfeiture) which will automatically convert into Class A ordinary shares at the time of our initial business combination as described herein, on a one-for-one basis, subject to adjustment as described herein. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Currently, there is no public market for our securities. We intend to apply to have our units listed on The Nasdaq Capital Market, or Nasdaq, under the symbol SRSAU. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on Nasdaq under the symbols SRSA and SRSAW, respectively, on the 52nd day following the date of this prospectus unless the underwriters permit earlier separate trading and we have satisfied certain conditions described herein. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 33 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation to subscribe for any securities may be made to the public in the Cayman Islands. PER UNIT TOTAL Public offering price $ 10.00 $ 175,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 9,625,000 Proceeds, before expenses, to us $ 9.45 $ 165,375,000 (1) Includes $0.35 per unit, or $6,125,000 in the aggregate (or $7,043,750 in the aggregate if the underwriters over-allotment option is exercised in full), payable to Cantor Fitzgerald for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting beginning on page 160 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $175,000,000, or $201,250,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Sole Book-Running Manager Cantor [ ], 2020 Table of Contents purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our management team s background, and to capitalize on the ability of our management team to identify and acquire a business, focusing on the healthcare and biopharma industry. We may pursue a transaction in which our shareholders immediately prior to the completion of our initial business combination would collectively own a minority interest in the post-business combination company. Our officers and directors have extensive experience in identifying, negotiating with and conducting due diligence on companies targeted for acquisition and consummating acquisitions of healthcare and biopharma companies. Our management team, however, does not have prior experience in pursuing acquisitions on behalf of blank check companies and past performance by our management team is not a guarantee of success with respect to locating a target business to acquire. Our Founders Our sponsor is an affiliate of Sarissa Capital Management LP, a leading healthcare and biopharma investment firm. Sarissa was founded in 2013 by Alexander Denner, Ph.D., the firm s CEO and chief investment officer, following a successful nearly two decade career as a healthcare investor at Morgan Stanley, Icahn Capital and Viking Capital. Sarissa seeks to achieve superior risk-adjusted returns by investing in companies, primarily across healthcare and related sectors, where there is a significant discrepancy between market value and intrinsic value and where Sarissa, through active engagement, can help close this discrepancy. Sarissa employs a fundamental, research-driven, value-oriented approach to identify potential investments and believes that its principals deep domain expertise in healthcare and related sectors, operational capabilities, scientific knowledge and extensive activist investing experience enable it to enhance returns while effectively managing risk. Our Board of Directors and Management Alexander Denner, Ph.D., serves as the Chairman and CEO of the Company. Since April 2012 to the present date, Dr. Denner has served as the Founding Partner and Chief Investment Officer of Sarissa. Furthermore, Dr. Denner has served on the Board of Directors of Biogen Inc. since 2009. From 2006 to 2011, Dr. Denner served as a Senior Managing Director at Icahn Capital LP ( Icahn ), an entity through which Carl Icahn conducts his investment activities. At Icahn, Dr. Denner was responsible for all healthcare investments and engaged in numerous activist campaigns. Prior to Icahn, Dr. Denner served as a portfolio manager at Viking Global Investors and Morgan Stanley Investment Management. Previously, Dr. Denner served as a director of the following healthcare companies: The Medicines Company (where he was Chairman until its sale in January 2020), Bioverativ Inc. (until its sale in March 2018), ARIAD Pharmaceuticals, Inc. (where he was Chairman until its sale in February 2017), VIVUS, Inc., Enzon Pharmaceuticals, Amylin Pharmaceuticals (until its sale in August 2012) and ImClone Systems (where he was Chairman of the Executive Committee until its sale in November 2008). Dr. Denner received his S.B. degree from the Massachusetts Institute of Technology and his M.S., M.Phil. and Ph.D. degrees from Yale University. Mark DiPaolo is a Senior Managing Director of the Company. Since February 2013 to the present date, Mr. DiPaolo has served as the Senior Partner and General Counsel of Sarissa. From 2005 to 2013, Mr. DiPaolo served as a senior member of Carl Icahn s investment team at Icahn, working on all aspects of Mr. Icahn s Table of Contents activist investment strategy. During that time, Mr. DiPaolo worked closely with Dr. Denner on many healthcare activist campaigns and achieved many favorable investment outcomes for investors. Mr. DiPaolo worked with Dr. Denner in founding Sarissa and has been instrumental in the development and execution of Sarissa s investments and strategy. Prior to working at Icahn, Mr. DiPaolo was an M&A attorney at Willkie Farr & Gallagher LLP. Since February 2018 to the present date, Mr. DiPaolo has served on the Board of Directors of Innoviva, Inc. From August 2017 to September 2018, Mr. DiPaolo also served on the Board of Directors of Novelion Therapeutics Inc. Mr. DiPaolo received his B.A. degree from Fordham University and his J.D. degree from Georgetown University. Eric Vincent is the President of the Company. Since April 2019 to the present date, Mr. Vincent has served as the President of Sarissa. Mr. Vincent has also served on the board of Breaker Resources NL since March 2020. From 2018 to 2019, Mr. Vincent served as the Head of Business Development at Mubadala Capital, the financial investment arm of the sovereign wealth fund Mubadala Investment Company and, from 2012 through 2017, as Chief Executive Officer of The Electrum Group. From 2004 through 2011, Mr. Vincent served as President of Ospraie Management and was integral in developing the long-term strategy for the firm and its growth from $1 billion to over $9 billion under management. From 2007 through October 2009, Mr. Vincent also served as Chairman of the Board of Directors of the Managed Funds Association, the principal trade association representing the U.S. hedge fund industry. Previously, he was a partner at Omega Advisors, Inc. He began his career as an attorney at Cravath, Swaine & Moore LLP. Mr. Vincent received his B.A. degree from Williams College and his J.D. degree from Harvard Law School. Odysseas Kostas is a Senior Managing Director of the Company. Since 2016 to the present date, Dr. Kostas has served as a Partner and Senior Managing Director of Sarissa. He most recently served as a Director at Evercore ISI (formerly ISI), where he was employed from 2011 to 2015, covering the biotechnology and pharmaceutical industries. Previously, he practiced internal medicine as part of the Yale New Haven Health system and was engaged as a consultant to various biotechnology companies. Since December 2017 to the present date, Dr. Kostas has served as Chairman of the Board of Directors of Innoviva, Inc., and since February 2020 to the present date, has served on the Board of Directors of Armata Pharmaceuticals, Inc. Dr. Kostas has also served on the Board of Directors of Enzon Pharmaceuticals from 2013 to 2020. In addition, from 2010 to 2011, Dr. Kostas served on the Board of Directors of Mast Therapeutics (formerly known as ADVENTRX Pharmaceuticals). Dr. Kostas received his S.B. degree from the Massachusetts Institute of Technology and his M.D. degree from the University of Texas Southwestern Medical School. Simos Simeonidis is a Senior Managing Director of the Company. Since January 2017 to the present date, Dr. Simeonidis has served as a Partner and Senior Managing Director of Sarissa. Prior to joining Sarissa, he was a Managing Director and Senior Biotechnology Analyst at the Royal Bank of Canada (RBC) in New York, where he was employed from 2014 to 2017. Since June 2019 to the present date, Dr. Simeonidis has also served on the Board of Directors of Regulus Therapeutics, Inc. Dr. Simeonidis spent more than a decade covering the biotechnology sector as an analyst at a number of investment banks, including Cowen and Company, First Albany Capital and Morgan Stanley. In addition to his investment management and financial expertise, Dr. Simeonidis combines both biopharmaceutical industry and biomedical research expertise, having worked at Novartis in Business Development and Strategic Planning, and prior to his corporate career, having served as a faculty member at Harvard Medical School. Dr. Simeonidis received his B.S. degree in Biology from Loyola University Chicago, and his M.A., MPhil and PhD degrees in Cellular, Molecular and Biophysical Sciences from Columbia University s College of Physicians & Surgeons. He completed his Postdoctoral Fellowship at the laboratory of Professor Tucker Collins at Harvard Medical School and the Brigham and Women s Hospital, where he worked on the transcriptional regulation of gene expression. Dr. Simeonidis also holds an MBA in Healthcare Management at the Wharton School of the University of Pennsylvania. Patrice Bonfiglio is the Chief Financial Officer of the Company. Since March 2014 and February 2017 to the present date, Ms. Bonfiglio has served as the Chief Financial Officer and Chief Compliance Officer of Sarissa, Table of Contents respectively. From 2013 to 2014, Ms. Bonfiglio was also Manager of Accounting and Operations of Sarissa. From 2012 to 2013, Ms. Bonfiglio served as the Head of Operations for Arbalet Capital Management, LP, where she was responsible for managing the firm s spinout from Arrowhawk Capital Partners, LLC, covering operations, accounting, and compliance. Prior to the spinout of Arbalet, Ms. Bonfiglio was the Operations Manager at Arrowhawk Capital Partners, LLC from 2010 to 2012, managing all aspects of the firm s day to day operations and contributing to the accounting and compliance teams of the multi-strategy hedge fund. From 2008 to 2010, Ms. Bonfiglio served as Senior Accountant at Ridgefield Capital Asset Management, where she was responsible for the operations and accounting of the portfolio funds and managed accounts. From 2006 to 2008, Ms. Bonfiglio was an Associate and Fund Accountant at Pequot Capital Management, Inc. Ms. Bonfiglio received her B.S. degree from Temple University. Louis J. Paglia, also known as Lou, has agreed to serve on the Board of Directors of the Company. Mr. Paglia is the founding member of Oakstone Capital LLC, a private investment firm, where he has served in that capacity from January 2016 to the present date. Mr. Paglia has also been on the board of directors of Arch Capital Group Ltd. from June 2014 to the present date. He was also on the board of directors of Bioverativ Inc. from January 2017 to March 2018, NorthStar Asset Management Group from June 2014 to January 2017, and NorthStar Realty Finance Corp. from February 2006 to January 2017. He previously founded Customer Choice LLC in April 2010, a data analytics company serving the electric utility industry, where he served as Founder until December 2015. He served as Executive Vice President and Chief Financial Officer of UIL Holdings Corporation, an electric utility, contracting and energy infrastructure company, as well as President of its investment subsidiaries, from April 2002 to July 2006. Prior to joining UIL Holdings, Mr. Paglia was Executive Vice President and Chief Financial Officer of eCredit.com, a credit evaluation software company, from 1999 to 2001. Prior to that, Mr. Paglia served as the Chief Financial Officer, Senior Vice President and Treasurer for TIG Holdings Inc., a property and casualty insurance and reinsurance holding company, from April 1993 to 1999, and Chief Financial Officer and Vice President of Emisphere Technologies, Inc., a biotechnology company, in 1992. Mr. Paglia s qualifications for service on our Board include his strong financial background, experience serving on boards of directors, and extensive executive management and operating experience in a variety of industries. He holds a B.S. in Engineering from Massachusetts Institute of Technology and an M.B.A. from The Wharton School of the University of Pennsylvania. Mark Timney has agreed to serve on the Board of Directors of the Company. From August 2020 to the present date, Mr. Timney has served as Chairman of the board of directors of Blade Therapeutics Inc. In 2017, Mr. Timney founded Anfield Road, LLC, an advisory and consulting company for senior pharmaceutical executives, where he has served as Founder and Chief Executive Officer since 2017 and through which he recently has advised multiple pharmaceutical companies on COVID-related treatments and prophylactics. From December 2018 to January 2020, Mr. Timney served as the Chief Executive Officer and a Director of The Medicines Company until its sale to Novartis AG, and from January 2020 to March 2020, he provided transition services in connection with the sale. Mr. Timney is a healthcare leader with over 25 years of biopharmaceutical industry experience in multi-national companies. At Merck & Co, where he served from 1999 to 2014, Mr. Timney led divisions of increasing importance and size, including President US, President Japan and President of Global Primary Care. In these roles, Mr. Timney launched multiple products, many in the cardiovascular therapeutic area, led large divisions of up to 8,000 employees, and was involved in a number of important strategic transactions. After leaving Merck, Mr. Timney served as the CEO of Purdue Pharmaceuticals from January 2014 to June 2017. Before joining Merck, Mr. Timney spent eight years working at numerous multinational pharmaceutical companies, including Zeneca Group, ICI Pharmaceuticals and Roussel Labs. Mr. Timney received a bachelor s degree in Sports Studies (majoring in Marketing) from Newcastle Polytechnic (now Northumbria University) in Newcastle in the United Kingdom. Table of Contents Acquisition Strategy We believe that Sarissa is well positioned to identify compelling investment opportunities within the healthcare sector. Sarissa has an established track record of creating long-term shareholder value in the healthcare sector through its collaborative investment approach with executives, board members, shareholders and other members of the healthcare community. Sarissa focuses on identifying healthcare companies that are fundamentally undervalued and where Sarissa believes it can work constructively with others within the healthcare ecosystem to create value. Sarissa s experience in assisting companies to improve operations and optimize capital allocation is a key differentiating factor to its investment strategy and can be a significant benefit to potential business combination partners. Sarissa will utilize its extensive experience as an active investor in the public markets to identify those assets that will be attractive public companies with first in class management teams, ideal capitalization structures and optimal strategic and capital allocation policies. In addition, we believe Sarissa s dedicated industry focus, expertise and track record in healthcare will generate robust incoming deal flow and a desire for targets to seek us out as a value-added partner. Sarissa will leverage its relationships with leading healthcare venture capital and private equity firms, executives of private and public companies, owners of closely-held private companies, investment banking firms and other industry contacts to identify potential target opportunities. In evaluating target opportunities, Sarissa will employ a fundamental, research-driven, value-oriented approach. Sarissa will seek companies and/or assets that we believe are undervalued relative to their existing market opportunity and any growth opportunities thereby offering attractive risk-adjusted returns for the Company s shareholders. Moreover, due to its reputation with leading long-only institutional investors in healthcare, Sarissa is uniquely positioned to assess the potential suitability of a target company as a public market vehicle and to help cultivate an ideal shareholder base focused on the creation of long term shareholder value. We expect these opportunities will have some or all of the following attributes, among others: Innovative, robust science and technology that satisfies important unmet medical needs Strong intellectual property profile or other indicia of asset or business durability Public market ready with the right management team and corporate governance profile Ability to benefit from a capital restructuring through the business combination and from favorable access to capital markets Receptive potential public shareholder base Sarissa will target businesses with valuations of $500 million to $1 billion that have the potential to be substantially greater over time due to their underlying business characteristics and growth opportunities as a public company. Any evaluation relating to the merits of a particular initial business combination may be based on these general criteria as well as other considerations, factors and criteria that our management may deem relevant. Industry Overview Our focus will be on the healthcare industry in the United States and other developed countries. The healthcare industry, with approximately $8.5 trillion in 2018 revenue globally and a 7.3% annual growth rate since 2014, represents a significant and growing market with numerous value creation opportunities. Key economic and demographic factors have driven this growth, and we expect the accelerated pace of innovation in the industry to further drive growth going forward. Sarissa s dedicated focus on healthcare and its favorable position within the healthcare ecosystem will allow us to take advantage of this significant opportunity. For example, Sarissa recently led the transformation of The Medicines Company in an exceptional value creating transaction. In that instance, Sarissa recognized the Table of Contents innovative promise of inclisiran, The Medicines Company s potentially revolutionary cardiovascular therapeutic candidate, and focused the company s resources to advance it from early development through phase 3 in record time. Sarissa then helped orchestrate the sale of The Medicines Company for $9.7 billion, creating tremendous value for its partners, as well as patients and society. Inclisiran has the potential to revolutionize the treatment of cardiovascular disease and profoundly improve the lives of millions of people around the world. A more advanced understanding of biology together with recent technological advances, such as the use of DNA and RNA as medicines (including inclisiran), gene and cell therapies and novel delivery vehicles, have led to the development of numerous breakthrough therapies, including for previously untreatable diseases. By one measure of productivity, the number of novel Food and Drug Administration (FDA) drug approvals increased to an average of more than thirty-nine per year from 2011 to 2019, with 2018 seeing an all-time high of fifty-nine. We believe the industry s response to COVID-19 has further highlighted the importance of the healthcare industry. Moreover, in order to stem this global pandemic, industry leaders, regulators, medical experts and government heads have all come together to help streamline outdated processes, emphasize collective sharing of knowledge and increase healthcare infrastructure spending all of which we expect will have an ongoing positive impact on the growth of the healthcare sector and the advent of valuable new therapies. Healthcare and biopharma companies have raised over $30 billion through initial public offerings (IPOs) from 2016 through 2020 year to date according to Capital IQ, a record amount for the industry, reflecting strong public market demand for high quality biopharma assets. Notwithstanding the increased IPO activity, there has been an even greater amount of private market capital (estimated to be $40 billion) raised to invest in the sector over the same period. Indeed, according to Capital IQ, there are more than 15,000 biopharma companies globally, of which only a fraction are publicly traded. We believe that the COVID-19 pandemic has created even greater potential demand for public market biopharma companies as investors come to appreciate the importance of the sector and the innovations it generates for society. Together with the increased appreciation of special purpose acquisition companies ( SPACs ) as an advantaged go public option, the above dynamics have created a target-rich environment for a well-credentialed SPAC to seek potential acquisition targets in the biopharma sector. Because a SPAC vehicle offers greater deal and pricing certainty than a traditional IPO, the benefits of the SPAC route is even more compelling during this period of heightened volatility. In light of Sarissa s track record of identifying, investing in and unlocking value in some of the sector s leading companies, we believe that we will be able to execute on an attractive investment opportunity through the SPAC vehicle. Initial Business Combination Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target Table of Contents business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to the completion of our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Sarissa or our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Sarissa, our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Affiliates of Sarissa and members of our board of directors will directly or indirectly own founder shares and private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. Table of Contents We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Sarissa is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We will not consider a business combination with any company that has already been identified to Sarissa as a suitable acquisition candidate for it, unless Sarissa, in its sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity in accordance with Sarissa s applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Sarissa may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These Sarissa investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. Our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. In addition, certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, any future special purpose acquisition companies we expect they may be involved in, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of Sarissa and certain companies in which Sarissa or such entities have invested. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which such person has then-current fiduciary or contractual obligations (including, without limitation, any future special purpose acquisition companies we expect they may be involved in and any Sarissa funds or other investment vehicles), then such person will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to Sarissa or our sponsor may be suitable for both us and a current or future Sarissa fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio company or other entity before being directed, if at all, to us. None of Sarissa, our sponsor or any members of our board of directors who are also employed by Sarissa or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of Sarissa. However, we do not expect these duties to materially affect our ability to complete our initial business combination. In addition, our sponsor, officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our sponsor, officers and directors have, and will have in the future, time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by Sarissa. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investments funds, accounts, co-investment vehicles and other entities managed by Sarissa (including, without limitation, Table of Contents arising as a result of certain of our officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles and other entities), Sarissa and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. Corporate Information Our executive offices are located at 660 Steamboat Rd, Greenwich, CT 06830. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001821742_dpcm_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001821742_dpcm_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9701c3784634d657b38923778b7272c857638741
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001821742_dpcm_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: common stock are to our Class A common stock, par value $0.0001 per share, and our Class B common stock, par value $0.0001 per share, collectively; directors are to our current directors and our director nominees named in this prospectus; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; we, us, our, company or our company are to DPCM Capital, Inc., a Delaware corporation; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our officers and directors; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor (or permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; sponsor are to CDPM Sponsor Group, LLC, a Delaware limited liability company; and warrants are to the public warrants and private placement warrants. Each unit consists of one share of Class A common stock and one-third of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. 1 OUR COMPANY We are a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus our search within the technology sector, where we believe our management team has a competitive advantage due to their prior experiences and roles. We intend to focus our search efforts on North American-based targets with an aggregate enterprise value of $1 billion to $2 billion. We believe our management team is well positioned to identify attractive businesses within the technology sector that would benefit from access to the public markets and the skills of our management team. Our objective is to consummate our initial business combination and enhance stockholder value by helping to identify and recruit effective management, enhance existing business models and strategic planning, identify and complete follow-on acquisitions, implement operational improvements, and expand product offerings and geographic footprint. We expect to utilize our management team s experience and network to achieve their objectives. We intend to focus on evaluating established companies with leading competitive positions, strong management teams, and long-term potential for growth and profitability. OUR FOUNDERS, MANAGEMENT, AND BOARD OF DIRECTORS Emil Michael, Chairman and Chief Executive Officer Emil Michael is one of Silicon Valley s most highly regarded business executives having built three successful companies including Tellme Networks (sold to Microsoft in 2007), Klout (sold to Lithium Technologies in 2014) and Uber. Mr. Michael has extensive experience identifying high-growth, tech-enabled businesses with his investments spanning a broad range of companies including Bird, Codecademy, Docker, GoEuro, GoBrands, SpaceX, and Stripe. During his tenure as Chief Business Officer of Uber, Mr. Michael led Uber s efforts in China and Russia, which resulted in substantial market value creation. Mr. Michael played a pivotal role in raising nearly $15 billion dollars in capital from investors globally and led the merger of Uber s China operations with key competitor in China, Didi Chiuxing. Additionally, he led the efforts to strike partnerships globally with companies such as American Express, AT&T, Daimler, Softbank, Tata Motors, and Toyota. Mr. Michael also led the Ottomotto acquisition that became the core of Uber s Advanced Technology Group, responsible for autonomous vehicle development. He is also responsible for creating UberMilitary, a program at Uber for military veterans and their families. Prior to Uber, Mr. Michael served as Chief Operating Officer of Klout, where he played a pivotal role in growing the social media analytics company. Klout ultimately sold to Lithium Technologies for $200 million in 2014. Before joining Klout, Mr. Michael served as a White House Fellow working for the Secretary of Defense as a Special Assistant. During his tenure at the Pentagon, he ran projects in Afghanistan, Iraq and Pakistan as well as a department-wide budget cutting effort aimed at reducing overhead and bureaucracy. Mr. Michael was also part of the founding team of Tellme Networks, a pioneer in speech recognition technology and systems, that is highly regarded for weathering the technology bust of 2000 and for building a sustainable and profitable business. Mr. Michael helped Tellme Networks raise over $250 million in venture capital from investors such as Benchmark Capital and Kleiner Perkins. He also led Tellme Networks through its $800 million sale to Microsoft in 2007. 2 Additionally, Mr. Michael has been a leadership coach and mentor to dozens of young CEOs over the years, giving him extensive exposure to early stage companies, technologies, and trends. He also serves as an advisor or investor in over 20 start-ups around the world, furthering his commitment to helping the next generation of entrepreneurs build and scale. He started his career at Goldman Sachs, where he was an Associate in the Investment Banking Division for a short period. Mr. Michael received his B.A. from Harvard University and his J.D. from Stanford Law School. Peter Diamandis, Board Member Peter Diamandis has been the Chief Executive Officer of PHD Ventures, Inc. since October 1993 which is his personal holding company for his writing, speaking and consulting activities. He is the Founder and Executive Chairman of the XPRIZE Foundation, a non-profit foundation which, since 1996, has designed and operated large-scale incentive competitions for the benefit of humanity. He is also the Executive Founder of Singularity University, a graduate-level Silicon Valley institution founded in 2010 that counsels the world s leaders on exponentially growing technologies. Dr. Diamandis was a Founder, Vice Chairman and is currently a shareholder of Human Longevity, Inc. an advanced health diagnostic company committed to delivering data driven health diagnostics, he resigned from the board of directors in December 2018. Dr. Diamandis is the Vice Chairman and co-Founder of Celularity Inc., founded in July 2017, a commercial-stage cell therapeutics company delivering allogenic cellular therapies engineered from the postpartum human placenta Dr. Diamandis is also a founder and board member of Fountain Therapeutic Services, Inc. which was formed in November 2018 to increase lifespan and optimize healthspan by harnessing regenerative medicine technologies and integrating extensive wellness solutions. In March 2020 Dr. Diamandis co-Founded and is the Vice-Chairman of Covaxx, Inc. a pharmaceutical company that has developed a COVID-19 lgG antibody test and a vaccine which is currently in clinical trials. Dr. Diamandis is also currently serving as a director of two other special purpose acquisition companies, Software Acquisition Group Inc., which completed its initial public offering in November 2019, and Software Acquisition Group Inc. II, which completed its initial public offering in September 2020. As an entrepreneur, Dr. Diamandis has started over 20 companies in the areas of longevity, space, venture capital and education. Dr. Diamandis also co-founded BOLD Capital Partners, a venture fund investing in exponential technologies, in 2015, and is a New York Times Bestselling author. He earned degrees in Molecular Engineering and Aerospace Engineering from MIT and holds an M.D. from Harvard Medical School. Denmark West, Board Member Denmark West is a founding partner of Connectivity Ventures Fund, an early stage and mission oriented fund focused on innovations that transform the way we live and work, where he currently serves as Chief Investment Officer. Prior to Connectivity, Mr. West was an executive at Viacom, serving at BET as President of Digital Media, and at Viacom Media Networks as both EVP of Strategy and Business Development and Chief of Operations (EVP) for the Global Digital Media Group. During his tenure at Viacom, he launched Viacom s first vertical ad network, first episodic web series (Webby nominated), and first mobile TV companion app. He led strategy for social media and video games, drove over $1B in M&A transactions, ran post-merger integration initiatives, and oversaw the e-commerce P&L. He also oversaw new online audience records every year while at BET, and supported the first event on Twitter to capture all Top 10 Trending topics simultaneously. Prior to Viacom, Mr. West worked at Microsoft in the Corporate Development & Strategy Group and as the Chief of Staff of Windows Client Division ($12B in revenues at that time). There he helped to incubate new businesses, notably Xbox and Windows Media. He supported joint ventures with Qualcomm, Softbank and Ford. He led strategy initiatives for the Microsoft CEO and the board of directors, respectively, around streaming media, software as a service, and open source software. He also led Corporate Venture investments in internet infrastructure companies including Akamai and supported over $12B in strategic investments and M&A transactions. 3 Mr. West also has passion around and speaks on technology trends and financial markets. He has appeared on The Today Show, CNBC, Al Jazeera and CCTV. He also has been referenced in business books like Stealing MySpace, the New York Times best seller The Facebook Effect, and Leapfrog: The New Revolution for Women Entrepreneurs. He started his career on Wall Street with Smith Barney and Goldman Sachs. Mr. West is a strategic advisor to the USO and the National Basketball Players Association, the union for NBA players. He is an operating advisor to K1 Investment Management, a private equity fund focused on enterprise software with over $1B AUM. He is also a member of the board of directors for SOCAP Global, Questbridge, Culture Shift Labs, IDEA Initiative and Mirror Digital. Mr. West received both his A.B. in Applied Mathematics and his M.B.A. from Harvard University. Desiree Gruber, Board Member Peabody Award-winner Desiree Gruber founded Full Picture, a brand accelerator, content production, communications, and consulting services company now in its 21st year, with a passion to help her clients more effectively tell their stories and launch new ideas into the world. Ms. Gruber continues to evolve her mission of shaping zeitgeist-defining moments and reimagining how brands delight and engage global audiences in her work as an entrepreneur, business strategist, and venture capitalist. Through Diagonal Ventures ( DGNL ), Ms. Gruber has embraced a preeminent role in developing and supporting female founders and C-suite executives. With a goal of creating real opportunities for women to achieve measurable success, DGNL invests in and architects transformational deals across the consumer, technology, and media spectrum in order to establish a legacy of female empowerment. Among Ms. Gruber s many accomplishments to date is co-founding the Project Runway television series. In addition to her Peabody Award, as executive producer of the groundbreaking show for 16 seasons she has received a GLAAD Media Award and earned 14 Emmy nominations. A lifelong advocate for a more equitable and inclusive world, she proudly serves on the boards of UNICEF USA, Tech:NYC, and God s Love We Deliver, and was the recipient of UNICEF s 2018 Spirit of Compassion Award. She is also an advisor to leading organizations such as Anthos Capital, Pharrell Williams Something in the Water, and Chegg. Ms. Gruber lives with her husband, Kyle MacLachlan, and their son, and splits her time between NYC and LA. Ignacio Tzoumas, Chief Financial Officer Ignacio Tzoumas has extensive financial management experience through over 20 years in the financial services industry. He currently serves as Chief Financial Officer of Bolt Mobility, Pishevar Family Foundation, The Edison Companies, and Stara. During his tenure at Pishevar Family Foundation, he has advised and directed investments exceeding $200 million in value and in his tenure at Edison, he has led venture capital and private equity financing efforts for transportation and communications startups resulting in over $10 million in investment. He is an expert at lean financial management and has created a sustainable business model for continuous research, design, and innovation. Additionally, he is an active angel investor and mentors emerging talent in various financial roles. Earlier in his career, Mr. Tzoumas was a founding partner of the quantitative trading group at Triton Global, and a macro hedge fund, The Mercury Fund. Mr. Tzoumas received a B.S. from the University of Pennsylvania. Kyle Wood, Chief Legal Officer and Secretary Kyle Wood currently serves as Chief Legal Officer for Sofreh Capital LP and Pishevar Family Office LLC ( Pishevar Family Office ). He has over 15 years of experience in technology transactions focusing primarily on public and private financings and M&A. He has also drafted and negotiated billions of dollars of acquisitions for Fortune 100 clients, advised on intellectual property licensing and development strategies, and counseled buyers and sellers on corporate transactions. 4 Prior to joining Sofreh Capital, Mr. Wood was a partner in Perkins Coie s Technology Transactions and Privacy Law practice, as well as head of the firm s Blockchain Operations Team, Hiring Partner in the Dallas Office, and member of the Associate Compensation Committee. His prior legal experience includes counsel at Hunton Andrews Kurth, technology associate at Jones Day, and working in the in-house legal team at Sun Microsystems (acquired by Oracle) and Nominum, Inc. (acquired by Akamai Technologies). Mr. Wood received his B.A. from the University of Virginia and J.D. from Santa Clara University School of Law. With respect to the above, past performance of our management team or their affiliates is not a guarantee of either (i) success with respect to a business combination that may be consummated or (ii) the ability to successfully identify and execute a transaction. You should not rely on the historical record of management or their affiliates as indicative of future performance. See Risk Factors Past performance by our management team is not indicative of future performance of an investment in us. Our management has limited experience in operating blank check companies or special purpose acquisition companies. For a list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. SPECIAL ADVISORS In addition to our management team, we will be supported by the following special advisors. We currently expect our special advisors to (i) assist us in sourcing and negotiating with potential business combination targets, (ii) provide business insights when we assess potential business combination targets and (iii) upon our request, provide business insights as we work to create additional value in the business or businesses that we acquire. In this regard, our special advisors will fulfil some of the same functions as our board members; however, they will not owe any fiduciary obligations to us nor will they perform board or committee functions or have any voting or decision-making capacity on our behalf. They will also not be required to devote any specific amount of time to our efforts. While certain of our special advisors have ownership interests in our sponsor or purchased founder shares from our sponsor, none of our special advisors have any employment, consulting fee or other similar compensation arrangements with us. Shervin Pishevar, Special Advisor Shervin Pishevar is an accomplished entrepreneur and investor with over 20 years of experience. He is a co-founder of Sofreh Capital, the Manager of the Pishevar Family Office, and a Managing Member of The Edison Companies, LLC. Mr. Pishevar was the co-founder of Sherpa Capital, LLC, a leading venture capital firm, and served as the General Partner of its first three funds. Upon the close of the third fund, Sherpa Capital had $650 million under management and hundreds of millions more in co-investments and SPVs. Prior to Sherpa Capital, he was a Managing Director at Menlo Ventures where he helped consecutive funds return 3.0x Distribution to Paid-In Capital (DPI) and led key early investments in companies such as Uber (Series B), Warby Parker (Series A), Machine Zone and Tumblr. While at Menlo Ventures, he was a founder of the Menlo Talent Fund, a seed investment program that helped close over 35 seed investments including in companies like Parse (acquired by Facebook) and Scan (acquired by Snap). Through his investments from 2011 to 2018, he generated an average gross cash-on-cash multiple of 6.6x, returning 88.3% IRR and was ranked #93 on the Forbes Midas List Top 100 Venture Capitalists in 2017 (where he has appeared at least four times). Dr. Eric Schmidt, Special Advisor Dr. Eric Schmidt was the former executive chairman of the board of Alphabet, responsible for external business matters and advising their CEOs and leadership on business and policy issues. Prior to the establishment of Alphabet, Dr. Schmidt was the chairman of Google Inc. for four years. From 2001 to 2011, he served as Google s Chief Executive Officer, overseeing the company s technical and business strategy alongside founders Sergey Brin and Larry Page. Under his leadership, Google dramatically scaled its infrastructure and diversified its product offerings while maintaining a strong culture of innovation, growing from a Silicon Valley startup to a global leader in technology. 5 Prior to joining Google, Dr. Schmidt was the chairman and CEO of Novell and Chief Technology Officer at Sun Microsystems, Inc. Previously, he served on the research staff at Xerox Palo Alto Research Center (PARC), Bell Laboratories and Zilog. Dr. Schmidt received his B.A. from Princeton University and his M.S. and Ph.D. from the University of California, Berkeley. Betsy Atkins, Special Advisor Betsy Atkins is a serial entrepreneur and the Chief Executive Officer and founder of Baja Corporation. Ms. Atkins has co-founded enterprise software companies in multiple industries including energy, healthcare and networking. Ms. Atkins is an expert at scaling companies through hyper growth and leading them to successful initial public offerings and acquisitions, including serving as the Chief Executive Officer of Clear Standards, Inc. during its acquisition by SAP in 2009. Ms. Atkins also co-founded Ascend Communications Inc., a Nasdaq-listed company that reached $5.4 billion in revenue prior to its acquisition by Lucent Technologies Inc. for $23 billion in 1999. At Baja Corporation, Betsy has built three early stage funds investing in enterprise, software, healthcare, and energy. Ms. Atkins is a corporate governance expert with an eye for making boards a competitive asset, currently serving on the boards of Wynn Resorts, SL Green Realty and Volvo Cars. Her corporate board experience is vast and covers multiple industries including: Technology, Retail, Financial Services, Healthcare, Hospitality, Auto, CPG, Manufacturing, and Logistics. Her expertise is emphasized by her third published book Be Board Ready: The Secrets to Landing a Board Seat and Being a Great Director. Ms. Atkins brings an operational perspective to corporate governance which focuses on taking friction out of the consumer experience, leveraging broad contemporary knowledge of digital technology to reduce costs and driving efficiency and productivity using AI machine learning analytics to streamline processes. Ms. Atkins received her B.A. from the University of Massachusetts, Amherst. COMPETITIVE STRENGTHS Our business strategy is to identify and complete our initial business combination with a company that complements the experience of our management team and can benefit from our management team s expertise and proprietary global network of contacts. Our management team has a long history of investing in early stage businesses, focusing on a variety of technologies including without limitation, mobility, logistics, space, healthcare, e-commerce/retail, media and education; some of these businesses are now mature enough to benefit from the public capital markets and we believe we can leverage our management team s breadth of experience and contacts to provide us with access to attractive business combination opportunities in these industries. Our management team has experience: managing and operating businesses in the e-commerce, social media, website creation and hosting, smart mobility, venture capital, private equity and investment banking, space and microsatellite, micromobility and transportation industries; developing and growing companies, both organically and through acquisitions and investments; evaluating and managing the growth of new products and technologies; identifying, recruiting and mentoring management personnel; and sourcing, structuring, acquiring and selling businesses. Following the completion of this offering, we intend to begin the process of communicating with our proprietary network of relationships of our management team and their affiliates to articulate the parameters for our search for a potential target initial business combination and begin the process of pursuing and reviewing potential opportunities. 6 BUSINESS COMBINATION CRITERIA We have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We expect to conduct a comprehensive due diligence review which will include, among other things, management and employee meetings, review of financial information, facility inspection, and an extensive review of all other material target company information. We intend to use these criteria as guidelines in evaluating potential acquisition opportunities, but an acquisition may be executed even if it does not meet our guidelines. Focus on disruptive technology-related businesses with high-growth potential that will benefit from our management team s investments, experience and contacts. We will target companies that can benefit from being publicly traded and having access to the public capital markets. We will primarily seek a target that we believe will grow and benefit from the capital investment and will be able to effectively utilize the broader access to capital and the public profile that are associated with being a publicly traded company. We will target businesses that are market leaders, with established technologies and attractive financial metrics or prospects, where we believe that our industry expertise and relationships can be used to create opportunities for value creation. We intend to seek target businesses that have established management teams and a strong growth trajectory that we believe could benefit from the experience and contacts of our management. While this may include businesses with a history of revenue growth and profitability, we may also target businesses that are underperforming that that we believe can benefit from our expertise or technology. We believe our strategy leverages our management team s distinctive background and vast network of industry leaders in the target industry. We believe that the unprecedented global pandemic has created once in a generation opportunities to invest in enabling technologies and innovations by companies that could benefit from our management s experience and network and that in combination we can positively impact billions of lives, help get the world back to work, travel and leisure and schools safely and create attractive investment returns. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. OUR ACQUISITION PROCESS In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our operational and capital allocation experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. 7 Members of our management team will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific transaction under consideration with a target business with which to consummate our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Our executive officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities. INITIAL BUSINESS COMBINATION Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. The requirement that the target business or businesses together have an aggregate fair market value of at least 80% of the assets held in the trust account will be set forth in our amended and restated certificate of incorporation, and will continue to apply to us even if our securities are no longer listed on the NYSE. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 8 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. CORPORATE INFORMATION Our executive offices are located at 382 NE 191 Street, #24148, Miami, FL 33179, and our telephone number is 305-857-5086. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. 9 The offering
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001821788_horizon_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001821788_horizon_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d9e9a06788be137730fbf22df79aeff6c5581b99
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001821788_horizon_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, our or our company are to Horizon Acquisition Corporation II, a Cayman Islands exempted company; Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; Deutsche Bank Securities are to Deutsche Bank Securities Inc., the representative of the underwriters in this offering; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and our Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; HAC are to Horizon Acquisition Corporation, a Cayman Islands exempted company formed for substantially similar purposes as our company; initial shareholders are to holders of our founder shares prior to this offering; management or our management team are to our officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and members of our management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); sponsor are to Horizon II Sponsor, LLC, a Delaware limited liability company and an affiliate of Eldridge (as defined below); and warrants are to our public warrants and private placement warrants. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 13, 2020 PRELIMINARY PROSPECTUS Horizon Acquisition Corporation II $500,000,000 50,000,000 Units Horizon Acquisition Corporation II is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, subject to the limitations and on the conditions described herein, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. Subject to the terms and conditions described in this prospectus, we may redeem the warrants once the warrants become exercisable. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 7,500,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to as our public shares, subject to the limitations and on the conditions described herein. If we do not complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Horizon II Sponsor, LLC, has committed to purchase an aggregate of up to 8,000,000 warrants (or up to 9,000,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as described herein, at a price of $1.50 per warrant, or up to $12,000,000 in the aggregate (or up to $13,500,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering, subject to adjustment for any units purchased by our sponsor or its affiliates in this offering as described below. Our initial shareholders, which include our sponsor, currently own an aggregate of 14,375,000 Class B ordinary shares, up to 1,875,000 of which will be subject to forfeiture by our sponsor after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised or reduced. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of our initial business combination. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Our sponsor has also indicated that it or one of its affiliates has an interest in purchasing, directly or indirectly, up to 15,500,000 units in this offering at the public offering price. The underwriters will not receive any underwriting discounts or commissions on units purchased by our sponsor or its affiliate. In the event that our sponsor, or an affiliate of our sponsor, purchases any such units, (1) the number of private placement warrants to be purchased by our sponsor will be reduced to account for the corresponding reduction in underwriting discounts payable upon completion of this offering, (2) the underwriters over-allotment option will be reduced to equal 15% of the firm units sold in this TABLE OF CONTENTS Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and that neither our sponsor nor any of its affiliates purchases units in this offering. See Principal Shareholders Indication of Interests. General We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. While we may pursue an initial business combination target in any industry, we currently intend to concentrate our efforts in identifying businesses in the media and entertainment industries, with a focus on differentiated product and service offerings. In particular, we expect to seek assets that target three broad themes: (1) innovative platforms that support evolving consumer trends; (2) next-generation technology that may unlock new markets and strong growth; and (3) traditional media and entertainment businesses requiring an injection of capital due to exogenous shocks from the current environment. We will seek to capitalize on the multiple decades of combined investment experience of Todd Boehly, our Chairman, Chief Executive Officer and Chief Financial Officer, and the members of our board of directors. Mr. Boehly has spent his career building, operating and investing in businesses, both in private and public companies in a variety of market sectors. Mr. Boehly has managed several multi-billion-dollar platforms from both an operating and investment perspective. Mr. Boehly is also currently Chief Executive Officer and Chief Financial Officer of HAC and a director on HAC s board of directors. Mr. Asif Satchu and Mr. Mordecai (Modi) Wiczyk have significant experience in the entertainment business. Mr. Jason Robins has deep experience building and growing a leading gaming platform, and has prior experience with a special purpose acquisition company s business combination. Business combination opportunities will be sourced from our management team s proprietary network of operating executives, investors and advisors. Our management team will employ a disciplined and highly selective process and expect to add value to a target business through add-on acquisitions, capital structure optimization and operational improvements. We believe that our management team s distinguished and long-term track record of sourcing, acquiring and building next-generation media and entertainment platforms, along with other investments and operational experience in consumer facing industries, will provide us with differentiated consumer insights and sourcing opportunities. Each of these attributes will be further supported by the expertise of our board of directors and will position us to identify, evaluate, acquire and transform a target business. Mr. Boehly is the co-founder, Chairman and Chief Executive Officer of Eldridge Industries ( Eldridge ), a holding company with a unique network of businesses across finance, technology, real estate and entertainment. Founded in 2015 and headquartered in Greenwich, CT, with additional offices in New York, London and Beverly Hills, Eldridge and its affiliated companies employed more than 2,500 people globally as of December 31, 2019. Eldridge owns and operates companies as well as utilizes its network and insights to make minority investments in businesses with attractive growth potential. Mr. Boehly has spent his career seeking to identify growth opportunities and create value. Under his leadership, Eldridge has achieved strong success across multiple media and entertainment and consumer-oriented businesses through a consistent focus on aligning people, capital and technology, managing in excess of $40 billion in assets as of December 31, 2019. Certain investments and industry experience of Eldridge are highlighted below. We believe that these investments, among others, provide Mr. Boehly with unique access and insights into emerging trends, participants and competitive dynamics to identify new opportunities across media, entertainment and consumer engagement. Sports & Media: Eldridge maintains investments in a diverse portfolio of various sports and media assets, including: (1) MRC, a diversified global entertainment company, as described further below, TABLE OF CONTENTS offering less the units sold to our sponsor or an affiliate of our sponsor and (3) our sponsor will forfeit a corresponding number of founder shares. For example, if our sponsor, or an affiliate of our sponsor, purchases such 15,500,000 units, the sponsor will purchase 5,933,333 private placement warrants (or 6,623,333 if the underwriters over-allotment option is exercised in full) for an aggregate purchase price of $8,900,000 (or $9,935,000 if the underwriters over-allotment option is exercised in full), the underwriters over-allotment option will be reduced to 5,175,000 units and our sponsor will forfeit 581,250 founder shares. However, indications of interest are not binding agreements or commitments to purchase and our sponsor or its affiliate may decide not to purchase any units in this offering. In addition, the underwriters could determine to sell fewer units to our sponsor or its affiliate than they indicated an interest in purchasing or could determine not to sell any units to our sponsor or its affiliate. Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol HZON.U. We expect that our units will be listed on the NYSE on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Deutsche Bank Securities Inc., the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on the NYSE under the symbols HZON and HZON WS, respectively. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 33 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. No offer or invitation, whether directly or indirectly, to subscribe for our securities may be made to the public in the Cayman Islands. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 500,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 27,500,000 Proceeds, before expenses, to us $ 9.45 $ 472,500,000 (1) $0.20 per unit, or $10,000,000 in the aggregate (or $11,500,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $17,500,000 in the aggregate (or up to $20,125,000 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. (2) Assumes our sponsor, or an affiliate of our sponsor, does not purchase any units in this offering. Units purchased by our sponsor or an affiliate of our sponsor in this offering, if any, will not be subject to underwriting discounts and commissions. See above and Principal Shareholders Indication of Interests for additional information. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $500.0 million, or $575.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $2.0 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Deutsche Bank Securities Credit Suisse RBC Capital Markets , 2020 TABLE OF CONTENTS (2) eSports and gaming companies, Cloud9 and Epic Games; (3) Major League Baseball ( MLB ) team, the Los Angeles Dodgers, winner of six MLB Championships; and (4) DraftKings Inc. ( DraftKings, NYSE: DKNG). Technology / Financial Technology: Eldridge has made several investments into technology companies that create efficiencies and provide consumer value. PayActiv, for example, provides liquidity to over three million low-income and hourly workers by providing instant access to earned but unpaid wages and tips between payrolls, while providing employers with a powerful employee benefit to retain and motivate employees without impacting the company s cash flows. Eldridge has also invested in Truebill, a personal finance application designed to help consumers manage their comprehensive financial profile, and Fevo, a social buying distribution platform that allows individuals to invite their friends to join them at their favorite life events. When appropriate, Eldridge seeks opportunities for partnership and collaboration between technology solutions and existing core operating businesses to create beneficial outcomes. Insurance: Eldridge owns Security Benefit, a 128-year old life insurance company which has grown to more than $40 billion in assets under Eldridge s ownership and offers a variety of annuity and mutual fund products. Eldridge has also invested in two insurance technology platforms: SE2, which provides third party administrative support to 1.6 million accounts and $134 billion of assets and Life.io, an innovative customer engagement technology platform focused on the life and annuity insurance industry. Real Estate: Eldridge helped found Cain International, a majority owned real estate investment firm, in 2014. Cain International has deployed nearly $6.0 billion in capital specializing in transformational projects across the U.S. and Europe. Representative investments include facilitating the development of Aman New York in the Crown Building in Manhattan, several landmark Beverly Hills hotels, including The Beverly Hilton and Waldorf Astoria, and The Stage in London. In 2019, Eldridge led a $300 million strategic investment in Kennedy-Wilson (NYSE: KW), a global real estate investment company. Eldridge has also invested in two real estate technology platforms: Prescient, an AI-driven technology company that standardizes the entire building development process, and Domio, a short-term rental operator that leases, designs and furnishes multi-family units. Credit: Eldridge has created and grown several differentiated credit platforms, including CBAM, which manages CLOs on behalf of institutional clients, Stonebriar Commercial Finance, a large-ticket commercial finance and leasing company, Maranon Capital, a middle-market investment manager, and Essential Properties Realty Trust, Inc. ( Essential Properties, NYSE: EPRT), a portfolio of triple-net leases that completed its $455 million initial public offering in 2018. Eldridge subsequently exited its investment in Essential Properties as part of an underwritten secondary offering completed in July 2019. In addition to his role as Chairman and Chief Executive Officer of Eldridge, Mr. Boehly is an owner of the Los Angeles Dodgers and the Los Angeles Sparks. Prior to founding Eldridge, Mr. Boehly was President of Guggenheim Partners, a global investment and advisory financial services firm. During his time at Guggenheim, assets under management grew from approximately $14 billion in 2002 to approximately $150 billion in 2015. Mr. Boehly s career and network have spanned multiple industries and ecosystems and we believe that his long-standing track record in identifying differentiated ideas and unlocking value will deliver access to a broad spectrum of potential acquisition opportunities. Mr. Satchu is co-founder and co-Chief Executive Officer of MRC (formerly known as Valence Media) along with Mr. Wiczyk, beginning in 2018. Prior to the formation of MRC, Mr. Satchu co-founded the film and television studio, MRC Studios, with Mr. Wiczyk in 2006. Previously, Mr. Satchu built StorageNow, which became one of Canada s largest self-storage companies prior to being sold to InStorage REIT. He also founded and led SupplierMarket, a supply chain software company which was sold to Ariba Inc. Mr. Satchu was an investment professional at hedge fund Tiger Management Company, private equity fund Westbrook Partners, and Morgan Stanley. He is a graduate of McGill University and Harvard Business School. Mr. Wiczyk is co-founder and co-Chief Executive Officer of MRC along with Mr. Satchu, beginning in 2018. Prior to the formation of MRC, Mr. Wiczyk co-founded the film and television studio, MRC Studios with Mr. Satchu in 2006. Previously, Mr. Wiczyk was a Partner at the Endeavor Agency and headed production at Summit Entertainment. He is a graduate of Harvard College and Harvard Business School. TABLE OF CONTENTS MRC is a diversified global entertainment company with businesses spanning film, television, media and data and brands including dick clark productions, The Hollywood Reporter, Billboard and Vibe. MRC is headquartered in Beverly Hills, CA with additional offices in New York, NY, Kansas City, MO, and Tampa, FL. MRC s operating divisions include the following: MRC Television, one of the largest independent TV studios, its projects have been nominated for 93 Emmy Awards and 11 Golden Globe Awards. Current Emmy award-winning and nominated series include: Ozark, starring Jason Bateman, Laura Linney and Julia Garner, which is consistently a top performer on Netflix, The Outsider, an adaptation of the Stephen King novel, starring Ben Mendelsohn and Cynthia Erivo, and for which Jason Bateman directs and executive produces on HBO, and most recently The Great, starring Elle Fanning and Nicholas Hoult, on Hulu. The studio s upcoming projects include new limited series The Shrink Next Door, starring Will Ferrell and Paul Rudd for Apple TV+; The Terminal List, starring Chris Pratt for Amazon; and Shining Girls, starring Elisabeth Moss, for Apple TV+. MRC Television pioneered a two-season upfront order for House of Cards, the first original series for Netflix. MRC Live & Alternative, one of the largest global producers of live televised event programming, which includes the brand dick clark productions ( dcp ). dcp s annual shows have reached more than 100 million unique viewers and have received 100 Emmy nominations since the company was established in the late 1950s. Tentpole live event series include the Golden Globe Awards, Academy of Country Music Awards, the American Music Awards, the Billboard Music Awards, Dick Clark s New Year s Rockin Eve with Ryan Seacrest, Streamy Awards, and 16-time Emmy Award-winning series So You Think You Can Dance. The division houses unique archives which are one of the most extensive entertainment libraries in the world featuring award-winning shows, historic programs, specials and performances. MRC Film, known for championing singular filmmakers and emerging directors to make high-quality distinctive films, which have earned approximately $6 billion in worldwide box office and received accolades including 12 Academy Award nominations and 11 Golden Globe Award nominations. MRC Film projects include one of the highest grossing original comedies of all-time, Ted, last year s Oscar and Golden Globe nominated Knives Out, written and directed by Rian Johnson and produced by Johnson and Ram Bergman, starring an ensemble cast including Daniel Craig, Chris Evans, Ana de Armas and Jamie Lee Curtis, the Oscar nominated Baby Driver, Oscar winning Babel, and the comedy The Lovebirds, directed by Michael Showalter and starring Kumail Nanjiani and Issa Rae, currently on Netflix. MRC Film has selectively invested in major studio films including The Spongebob Movie: Sponge on the Run, the Peter Rabbit franchise, the second and third installments of Hotel Transylvania, Furious 7, 22 Jump Street, and Think Like a Man Too. MRC Data, the leading global provider of data and analytics to the music and entertainment industries and consumers. Established in 2019 following the acquisition of Nielsen Music s data and insights product suite, MRC Data is home to the comprehensive Billboard Charts and services all digital service providers, labels, airplay, and music retailers. MRC Media & Info, which aims to educate, inform and convene the global music and entertainment industry and consumer audiences through authoritative editorial, awards coverage, premium events and membership. MRC Media & Info s prestigious brands include The Hollywood Reporter, Billboard, and Vibe. The brands routinely bring together top artists and industry heavyweights in roundtables, conversations, summits and high profile events including Women in Entertainment, Women in Music, Empowerment in Entertainment, Billboard s annual Power 100, Latin Music Week and joint summits including Pride and Hip Hop & R&B. The recently established MRC Non-Fiction, which works with a diverse group of artists to develop, finance and produce feature documentaries and docuseries for global audiences. Projects includes Edgar Wright s debut documentary feature Sparks Brothers about the legendary American rock/ pop duo as well as The Last Rider, which chronicles the story of cyclist Greg LeMond, from acclaimed director Alex Holmes. MRC has investments in A-Major Media, a film and television production company focused on Asian American content; A24, producer and distributor of specialty films and television, including Moonlight, TABLE OF CONTENTS the 2017 Academy Award winner for Best Picture, the 2019 Golden Globe nominated The Farewell and Emmy-nominated television series Ramy, for Hulu and Euphoria for HBO; British production company Fulwell 73, producer of the Emmy-nominated Carpool Karaoke ; T-Street, led by director-producer duo Rian Johnson and Ram Bergman; and Sugar23, a management and production company led by industry veteran Michael Sugar. Mr. Jason Robins is the co-Founder, Chairman and Chief Executive Officer of DraftKings. Mr. Robins co-founded DraftKings in December 2011 and has been DraftKings Chief Executive Officer since inception. Mr. Robins oversees the company s strategy and operations, while also driving funding and partnerships. He has built a reputation for expanding DraftKings reach across numerous platforms through wide-ranging, forward-thinking partnerships. Under his leadership, DraftKings became the first daily fantasy sports ( DFS ) company to partner with Major League Baseball in 2013. Mr. Robins led efforts at DraftKings to work with policy makers and regulators to pass fantasy sports, sports betting and iGaming legislation. In April 2020, DraftKings consummated a merger with Diamond Eagle Acquisition Corp., a $400 million special purpose acquisition company that completed its initial public offering in May 2019. As of September 28, 2020, DraftKings has generated a 5.5 times return to investors in Diamond Eagle Acquisition Corp. s initial public offering (which return assumes that the warrants included in the units issued in the initial public offering were exercised for cash on July 1, 2020, the day prior to which the warrants were redeemed for $0.01 per warrant). Mr. Robins attended Duke University, where he received his B.S. in Economics and Computer Science. Our sponsor, Horizon II Sponsor, LLC, has also indicated that it or one of its affiliates has an interest in purchasing, directly or indirectly, up to 15.5 million units in this offering at the public offering price. However, indications of interest are not binding agreements or commitments to purchase and our sponsor or their affiliate may decide not to purchase any units in this offering. In addition, the underwriters could determine to sell fewer units to our sponsor or their affiliate than they indicated an interest in purchasing or could determine not to sell any units to the sponsor or their affiliate. The underwriters will not receive any underwriting discounts or commissions on units purchased by such funds. The past performance of our management team or their respective affiliates is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management team s or advisor s or their respective affiliates performance as indicative of our future performance. In June 2020, Horizon Sponsor, LLC, a Delaware limited liability company and an affiliate of Eldridge, formed HAC, a blank check company formed for substantially similar purposes as our company. HAC completed its initial public offering in August 2020, in which it sold 54.4 million units, each consisting of one Class A ordinary share of HAC and one-third of one redeemable warrant to purchase one Class A ordinary share of HAC, for an offering price of $10.00 per unit, generating aggregate proceeds of $544 million. Mr. Boehly is the Chief Executive Officer and Chief Financial Officer of HAC and a director on HAC s board of directors and owes fiduciary duties under Cayman Islands law to HAC. HAC has not yet announced or completed its initial business combination. Our Investment Themes Innovative Platforms That Support Evolving Consumer Trends The media and entertainment landscape remains dynamic, as new means of consumption and distribution continue to bolster opportunities for monetization. Content-creators, over-the-top providers and social platforms have revolutionized the nature of and the form and manner in which media is distributed and consumed. Technology, which has constrained individuals ability to consume content, has since changed the manner in which the audience engages with content. A growing appetite for content, alongside an expanded technological landscape, has opened the door for new platforms, creators of which have continued to pioneer the forefront of media and entertainment. As audiences become increasingly mobile, platforms look for new methods to leverage data and usage patterns to better address and monetize this opportunity. TABLE OF CONTENTS Next-Generation Technology That May Unlock New Markets and Strong Growth Improvement in existing technologies, alongside the development and launch of new technology, means consumers are more connected than ever before. Standardization has given way to personalization. Innovations such as artificial intelligence, virtual reality, and augmented reality are allowing consumers to experience content in ways that are increasingly bespoke, while 5G is enabling these experiences to take place with higher latency. We do not believe stagnation in such a landscape is an option, as existing players look to consolidate and innovate, while new players emerge. Virtual reality opens up new avenues of entertainment, with promises of different ways to experience concerts, sporting events, and entertainment products. Data and analytical tools enable new insights for consumption and distribution, creating improved models of monetization. We believe that the runway for growth, driven by strong investment, creates an attractive environment for management to identify and capitalize on opportunities. Traditional Media and Entertainment Business Requiring Capital Due to Exogenous Shocks from Current Environment Market dislocation and unforeseen economic circumstances have impacted the media and entertainment landscape creating immense near-term pressure on many fundamentally sound businesses. Numerous industries, including production, live events and sports, as well as the services that support these industries are experiencing financial challenges while maintaining sound defensible market positions. The dislocation caused by the COVID-19 pandemic creates potential opportunities to support these businesses with capital to help navigate the current environment and sustain their attractive long-term market positions. We will seek to provide capital and expertise to help a company with solid business fundamentals continue to grow and capitalize upon potential attractive valuations to drive strategic outcomes. We believe there are many potential targets within the media & entertainment services space that could become attractive public companies. These potential targets exhibit a broad range of business models and financial characteristics that range from very high growth innovative companies to more mature businesses with established franchises, recurring revenues and strong cash flows. We are not, however, required to complete our initial business combination with a media and entertainment business and, as a result, we may pursue a business combination outside of that industry. Our Business Strategy Our acquisition and value creation strategy is to identify and complete our initial business combination with a growth-oriented, market-leading company in the media & entertainment industry that delivers a unique product or service to consumers and that complements the collective investment and operational expertise of our management team to build long-term shareholder value. There has been significant disruption and change in the types of media & entertainment products investors and consumers need and the form in which they are packaged and delivered in recent years. We believe that the sector is poised for continued change, growth and opportunity as new entrants seek to accelerate growth and legacy businesses seek to adapt historically strong brands to evolving consumer preferences. We believe that our ability and track record in developing and implementing business strategies that combines capabilities and expertise across consumer needs, product development, distribution and technology will help differentiate our ability to source a successful transaction. The past decade has witnessed rapid developments in the way consumers engage with communications and media offerings, resulting in the disruption of traditional business models, creating new platforms and generating tremendous opportunities for growth and the disruption of the traditional industry: the creation and development of new distribution platforms, fueled by the increasing relevance of broadband and mobile connectivity; the shift in how consumers engage with media platforms, such as through multiple screens and new avenues of content monetization that did not exist just a few years ago; the changing consumption patterns across the industry revolving around the consumer gaining increasing control over its viewing habits through real-time delivery and binge viewing; TABLE OF CONTENTS leading brands continue to leverage their brands and key assets to develop leading content, as intellectual property remains a key differentiator among competitors; and the growing importance of data collected from consumers and the opportunities that arise from the use of the collected information. We do not intend to limit our search to one segment of the media & entertainment ecosystem, but will instead target a wide variety of businesses that deliver a solution or product to the media & entertainment end-market. We believe that our management team s extensive experience and demonstrated success in advising and investing in businesses in this industry provides us with a unique set of capabilities that will be utilized in generating shareholder returns. We anticipate that the broad networks of our management team will deliver access to a broad and diverse spectrum of opportunities across the media & entertainment landscape. In addition to any potential business candidates we may identify on our own, we expect that other target business candidates will be brought to our attention from various unaffiliated sources. Our acquisition strategy will leverage the network of proprietary deal sources through a proactive outreach and receptivity to inbound ideas. Upon completion of this offering, the members of our management team will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination, and begin the process of pursuing and reviewing potential opportunities. Our Acquisition Criteria Consistent with our investment themes and business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We expect that no individual criterion will entirely determine a decision to pursue a particular opportunity. We intend to seek to acquire companies that we believe: are fundamentally sound companies that may currently be underperforming; have strong management teams with a track record of driving growth and profitability, and can benefit from the vast network, experience and guidance of our management team; have a defensible market position and demonstrate competitive advantages, such as a differentiated technology, continuous product innovation and platform development, multi-channel distribution capabilities, diversified customer base, owning its core intellectual property and brand or other, creating barriers to entry against new competitors; have recurring, predictable revenues and the history of, or the near-term potential to, generate stable and sustainable free cash flow; exhibit unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; are currently facing a changing market landscape, positioned for new distribution and content dynamics which impact their business models and will open up a multitude of new opportunities and unlock avenues for growth; enhance shareholder value through a combination with us, and offer an attractive risk-adjusted return for our shareholders; and can benefit from being a publicly traded company, with access to broader capital markets, to achieve the business s business strategy. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does TABLE OF CONTENTS not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission (the SEC ). We may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination. We intend to acquire a company with an enterprise value significantly above the net proceeds of this offering and the sale of the private placement warrants. Depending on the size of the transaction or the number of public shares we become obligated to redeem, we may potentially utilize several additional financing sources, including but not limited to the issuance of additional securities to the sellers of a target business, debt issued by banks or other lenders or the owners of the target, a private placement to raise additional funds, or a combination of the foregoing. If we do not complete our initial business combination within the required time period, including because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient to meet our obligations or our working capital needs, we may need to obtain additional financing. Initial Business Combination In accordance with the rules of the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses, although we will not be permitted to effectuate our initial business combination solely with another blank check company or a similar company with nominal operations. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target business or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test TABLE OF CONTENTS will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001822027_tekkorp_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001822027_tekkorp_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a9d52e0d3e8810bccbe5ddf475a08df6694e1c7f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001822027_tekkorp_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors starting on page 34 and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering; Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; directors are to our current directors and any director nominees named in this prospectus; founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and our Class A ordinary shares that will be issued upon conversion thereof as provided therein; initial shareholders are to our sponsor and the other holders of our founder shares prior to this offering; letter agreement refer to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our directors and officers; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants issued to our sponsor and other holders, as applicable, in a private placement simultaneously with the closing of this offering; public shareholders are to the holders of our public shares, including our sponsor, directors and officers to the extent our sponsor, directors or officers purchase public shares, provided their status as a public shareholder shall only exist with respect to such public shares; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); sponsor are to Tekkorp JEMB LLC, a Cayman Islands limited liability company; warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); we, us, our or our company are to Tekkorp Digital Acquisition Corp., a Cayman Islands exempted company; and $, US$ and U.S. dollar each refer to the United States dollar. All references in this prospectus to shares of the Company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. All references to the conversion of our Class B ordinary shares shall take effect as a redemption of such Class B ordinary shares and issuance of the corresponding Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus shall take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and assumes the forfeiture of an aggregate of 937,500 founder shares. General We are a blank check company newly incorporated as a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Our sponsor, Tekkorp JEMB LLC, is an affiliate of each of Matthew Davey, our Chief Executive Officer, and Morris Bailey, the Chairman of our board of directors. 1 Table of Contents Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team s established global relationships and operating experience. We believe the digital media, sports, entertainment, leisure and gaming industries possess attractive potential business combination targets that have ample opportunity for growth and the potential to provide long-term shareholder value. We believe we have assembled a team with extensive industry-related operating and acquisition expertise to capitalize on this opportunity. Our management team has comprehensive experience in identifying, acquiring and executing strategic investments globally and has done so successfully in a number of sectors, including the digital media, sports, entertainment, leisure and gaming industries. Our Management Team Our management team is comprised of seasoned industry leaders, who we believe are well-positioned to identify and evaluate businesses within the digital media, sports, entertainment, leisure and gaming ecosystems that would benefit from our management team s skills and access to the public markets. We believe our management team offers a deep network of long-standing relationships in the digital media, sports, entertainment, leisure and gaming industries, as well as a distinct background that can have a transformative impact on a target business. Our management team has been involved in a substantial number of the digital media, sports, entertainment, leisure and gaming industries most significant merger and acquisition transactions. Our management team is led by Matthew Davey, our Chief Executive Officer, Robin Chhabra, our President, and Eric Matejevich, our Chief Financial Officer. Matthew Davey Chief Executive Officer and Director Mr. Davey has over 25 years of experience within the digital media, sports, entertainment, leisure and gaming ecosystems, as well as experience in the public sector. He is an experienced public company executive officer and board member. He has served in executive management positions across the gaming technology arena. Over the course of Mr. Davey s career, he oversaw more than ten mergers and acquisitions and over $1.2 billion in debt and equity capital raised to support the companies he has led. Most recently, Mr. Davey was Chief Executive Officer of SG Digital, the Digital Division of Scientific Games Corp. ( Scientific Games ) (Nasdaq: SGMS). SG Digital was established following the purchase by Scientific Games of NYX Gaming Group Limited ( NYX ) (formerly TSXV: NYX), where Mr. Davey served as Chief Executive Officer and Director. The NYX acquisition provided Scientific Games with a vehicle to significantly accelerate the scale and breadth of its existing digital gaming business, including the strategic expansion into sports betting. In his capacity as Chief Executive Officer of NYX, Mr. Davey developed and implemented a corporate strategy that generated strong revenue growth. Mr. Davey shaped company strategy to focus on digital gaming supplier platforms and content that provided various gaming operators with the underlying gaming and sports betting systems for their online gaming business. In 2014, Mr. Davey oversaw the initial public offering of NYX, and his experience in the digital media, sports, entertainment, leisure and gaming industries helped NYX recognize momentum as a public company. After the public offering, from 2014 to 2018, Mr. Davey oversaw seven acquisitions which helped establish NYX as one of the fastest growing global B2B real-money digital gaming and sports betting platforms. These acquisitions included: OpenBet: In 2016, NYX completed the $385 million acquisition of OpenBet. This was one of the more complex and transformative acquisitions that Mr. Davey oversaw at NYX. Through securing co-investments from William Hill (LSE: WMH), Sky Betting & Gaming and The Stars Group (formerly Nasdaq: TSG, TSX: TSGI), Mr. Davey was able to get the acquisition from Vitruvian Partners completed successfully, winning the deal against much larger and well capitalized competitors. By combining two established and proven B2B betting and gaming suppliers, NYX was well positioned to provide customers with exciting player-driven solutions across all major product verticals and distribution channels. This allowed NYX to become the leading B2B omni-channel sportsbook platform in the market and the supplier to over 300 gaming operators globally with an extensive library of desktop and mobile game titles, including more than 700 on NYX platforms and more than 2,000 on the OpenBet platform. Cryptologic/Chartwell: In 2015, NYX completed the $119 million acquisition of Cryptologic and Chartwell. The acquisition provided NYX with more than 400 titles of additional leading gaming content, a broader customer base, and direct exposure to PokerStars and Intercasino, part of the Gamesys Group (LSE: GYS) two of the world s largest online casino offerings. 2 Table of Contents OnGame: In 2014, NYX completed the distressed acquisition of OnGame, a premier poker content, platform and service provider. This acquisition provided NYX with one of the best poker products in the industry, access to several regulated jurisdictions, and a valuable talent pool that was instrumental in the growth of NYX. The addition of OnGame further established a path for NYX to continue its growth in both European and U.S. markets. These acquisitions, together with meaningful organic growth, increased NYX s revenue from $24 million in 2014 to $184 million annualized in 2017. During that time, Mr. Davey helped build NYX to have over 200 customers in the global gaming industry and a team of 1,000 employees. Mr. Davey s success at NYX ultimately led to its sale to Scientific Games for $631 million in 2018. Mr. Davey joined Next Gen Gaming, the predecessor to NYX, in 2000 as the Vice President of Technology, was appointed as Executive Director in 2003 and named Chief Executive Officer in 2005. Prior to that, he was the Senior Consultant for Access Systems, a company that specializes in the provision of back-end software for licensed online casinos. Prior to joining Access, Mr. Davey worked for the Northern Territory Government specializing in matters pertaining to the internet and e-commerce along with roles in the Department of Racing and Gaming. Mr. Davey received a Bachelor of Electrical & Electronic Engineering from Northern Territory University, Australia (also known as Charles Darwin University). Robin Chhabra President Mr. Chhabra has been at the forefront of corporate acquisition activity within the digital gaming landscape for over a decade. His prior experience includes leading corporate strategy, M&A, and business development at two of the global leaders in the digital gaming industry, The Stars Group ( TSG ) and William Hill, and a leading supplier, Inspired Gaming Group (Nasdaq: INSE). Mr. Chhabra served on the Group Executive Committees of each of these companies. From 2017 to May 2020, Mr. Chhabra served as Chief Corporate Development Officer at TSG and, from 2019 to August 2020, he also served as the Chief Executive Officer of Fox Bet, a leading U.S. online gaming business which is the product of a landmark partnership between TSG and FOX Sports, a transaction which he led. During that period, Mr. Chhabra led several transactions which transformed TSG into the largest publicly listed online gambling operator in the world by both revenue and market capitalization and one of the most diversified from a product and geographic perspective with revenues of over $2.5 billion. Mr. Chhabra s M&A experience is extensive and covers multiple global geographies across the digital gaming value chain and includes the following: TSG/Flutter Entertainment Merger: In 2019, Mr. Chhabra led the TSG M&A team that was responsible for TSG s $12.2 billion merger with Flutter Entertainment (LSE: FLTR). The merger between TSG and Flutter Entertainment is the largest transaction in the digital gaming industry to date. The combination created the largest publicly listed online gaming company with approximately 13 million active customers and leading product offerings, which include sports betting, online casino, fantasy sports and poker. The combined entity includes some of the world s most iconic digital gaming brands such as Fanduel, Fox Bet, Sky Bet, PaddyPower, Betfair, PokerStars and SportsBet. TSG/Flutter Entertainment is one of the most geographically diverse digital gaming and media companies with leading positions in the United States, United Kingdom, Australia, Ireland, Italy, Spain, Germany and Georgia. TSG/Sky Betting and Gaming ( SBG ): In 2018, Mr. Chhabra led the acquisition of SBG from CVC Capital Partners and Sky plc, Europe s largest media company, in a transaction valued at $4.7 billion. At the time of the acquisition SBG was the largest mobile gambling operator in the United Kingdom and one of the fastest growing of the major operators having doubled its online market share in three years. The acquisition of SBG provided TSG with (a) greater revenue diversification, significantly enhanced expertise and exposure to sports betting just ahead of the judicial overturn of The Professional and Amateur Sports Protection Act of 1992 (PASPA) by the U.S. Supreme Court, (b) a leading position within the United Kingdom, the world s largest regulated online gaming market, (c) improved products and technology as a result of the addition of SBG s innovative casino and sports book offerings and a portfolio of popular mobile apps, and (d) expertise in deeply integrating sports betting with leading sports media companies, positioning TSG to create more engaging content, deliver faster growth and decrease customer acquisition costs. William Hill (LSE: WMH): At William Hill, from 2010 to 2017, Mr. Chhabra served as Group Director of Strategy and Corporate Development where he led several transactions which contributed to William Hill s transformation from a land-based gambling operator in the United Kingdom to a leading online-led international business. Mr. Chhabra led William Hill s entry into the U.S. sports betting and online lottery 3 Table of Contents markets with the acquisition of four businesses, including the simultaneous acquisitions of three U.S. sportsbooks, Cal Neva, American Wagering and Brandywine Bookmaking, in 2011 for an aggregate purchase price of $55 million. These businesses ultimately led William Hill to achieve a leading position in the U.S. sports betting market with a market share of 24% in 2019. Additionally, Mr. Chhabra played a key role in structuring William Hill s successful joint venture with PlayTech Plc (LSE: PTEC) in 2008. The combined entity created one of the largest online gambling businesses in Europe at the time of its formation and led to William Hill s buyout of Playtech s interest for $637 million in 2013. Prior to the transaction, William Hill had struggled in its attempt to establish a strong online gaming platform and a meaningful presence outside the United Kingdom. Mr. Chhabra has also successfully completed four transactions worth over $1.2 billion in Australia, the world s second largest regulated online gambling market, and various partnerships in Asia. Additionally, he completed several technology and media related transactions, including William Hill s investment in NYX, where he worked with Mr. Davey on NYX s transformational acquisition of OpenBet. Prior to working in the gaming sector, Mr. Chhabra was an equities analyst and a management consultant. Mr. Chhabra received a Bachelor of Science in Economics from the London School of Economics and Political Science. Eric Matejevich Chief Financial Officer Mr. Matejevich is a seasoned gaming executive with extensive experience in both the online gaming and traditional casino industries. From February to August 2019, he served as Trustee and Interim-Chief Executive Officer of Ocean Casino Resort ( Ocean ) (formerly Revel Casino, which had a construction cost of $2.4 billion) in Atlantic City, where he successfully led the management team through an ownership change and operational turnaround effort. Over the course of seven months, Mr. Matejevich managed to reduce the property s weekly cash burn of $1.5 million to an annualized cash flow run rate in excess of $20 million. Prior to Ocean, from 2016 to 2018, Mr. Matejevich served as the Chief Financial Officer of NYX. At NYX, he focused his efforts on integrating the company s many acquisitions and multiple debt refinancings to simplify its capital structure and provided liquidity for growth initiatives. Additionally, Mr. Matejevich was instrumental to the executive team that sold NYX to Scientific Games for $631 million. Prior to NYX, from 2004 to 2014, Mr. Matejevich was the Chief Financial Officer of Resorts International Holdings and later, from 2011, also the Chief Operating Officer of the Atlantic Club Casino, a property under the Resorts International Holdings umbrella a Colony Capital (NYSE: CLNY) entity. As Chief Financial Officer, he provided managerial oversight for all finance functions for a six-property casino company with annual gaming revenue exceeding $1.3 billion, 10,000 gaming positions, 7,000 hotel rooms and over 11,000 staff members during his tenure. Mr. Matejevich led the transition effort to integrate a four-casino, $1.3 billion acquisition from Harrah s Entertainment and Caesars Entertainment (Nasdaq: CZR). As Chief Operating Officer of Atlantic Club, he lobbied for and was successful in obtaining the first internet gaming legislation passed in the United States. The Atlantic Club was the sole New Jersey casino proponent of the legislation. Prior to serving in various gaming positions, Mr. Matejevich was a Vice President of High Yield Research for Merrill Lynch, where he managed the corporate bond research effort for the gaming and leisure sectors and marketed high yield and other debt transactions totaling $4.8 billion. Mr. Matejevich received a Bachelor of Science in Economics from The Wharton School and a Bachelor of Arts in International Relations from The College of Arts and Sciences at the University of Pennsylvania. Our Board of Directors Morris Bailey Chairman Over the past 10 years, Mr. Bailey has been a leader in turning around Atlantic City, as well as being among the first gaming executives to embrace online gaming and sports betting in the United States. In his efforts, Mr. Bailey partnered with two of the largest digital gaming companies in the world, PokerStars, part of the Stars Group, and DraftKings (Nasdaq: DKNG). In 2010, Mr. Bailey bought Resorts Atlantic City ( Resorts ) and initiated a comprehensive renovation which allowed for the property to be rebranded and repositioned. In 2012, Mr. Bailey 4 Table of Contents signed an agreement with Mohegan Sun to manage the day-to-day operations of the casino. In addition to Mohegan Sun s operational expertise and ability to reduce costs via economies of scale, Resorts gained access to their robust customer database. Soon thereafter, Mr. Bailey and his team focused on bringing online gaming to the property. In 2015, Resorts established a platform to engage in online gaming by partnering with PokerStars, now part of the $24 billion Flutter Entertainment, PLC (LSE: FLTR), to operate an online poker room in Atlantic City. In 2018, Resorts announced deals with DraftKings and SBTech to open a sportsbook on-property and online. For 2020 year-to-date, Resorts has performed in the top quartile in internet gross gaming revenue in New Jersey. Mr. Bailey s efforts in New Jersey helped set the framework for expansion of online sports and gaming throughout the United States. In addition to his gaming interests, Mr. Bailey has over 50 years of experience in all facets of real estate development, asset M&A, capital markets and operations and is the founder, Chief Executive Officer and Principal of JEMB Realty, a leading real estate development, investment and management organization. Mr. Bailey has notable investment experience within the energy, finance and telecommunications sectors through investments in the Astoria Energy Plant, Basis Investment Group and Xentris Wireless. Tony Rodio Director Nominee Mr. Rodio has nearly four decades of experience in the gaming industry. Most recently, Mr. Rodio served as the Chief Executive Officer and director of Caesars Entertainment Corporation ( Caesars ) (Nasdaq: CZR), one of the world s most diversified casino-entertainment providers and the most geographically diverse U.S. casino-entertainment company, from April 2019 until its acquisition by Eldorado Resorts, Inc. in July 2020. Mr. Rodio led Caesars through its $17.3 billion merger with Eldorado Resorts, one of the largest transactions in the gaming industry to date. Additionally, Mr. Rodio was instrumental to Caesars expansion into the digital gaming industry and oversaw the implementation of new digital segments such as its Scientific Games powered retail sportsbook solution that now operates in various states throughout the U.S. From October 2018 to May 2019, Mr. Rodio served as Chief Executive Officer of Affinity Gaming. Prior to Affinity Gaming, he served as President, Chief Executive Officer and a director of Tropicana Entertainment, Inc. ( Tropicana ) for over seven years, where he was responsible for the operation of eight casino properties in seven different jurisdictions. During his time at Tropicana, Mr. Rodio oversaw a period of unprecedented growth at the company, improving overall financial results with net revenue that increased more than 50% driven by both operational improvements and expansion across regional markets. Mr. Rodio led major capital projects, including the complete renovation of Tropicana Atlantic City and Tropicana s move to land-based operations in Evansville, Indiana. Each of these initiatives, among others, generated substantial value for Tropicana. Ultimately, Mr. Rodio s efforts at Tropicana led to its sale to Eldorado Resorts in 2018 for $1.85 billion. Prior to Tropicana, Mr. Rodio held a succession of executive positions in Atlantic City for casino brands, including Trump Marina Hotel Casino, Harrah s Entertainment (predecessor to Caesars), the Atlantic City Hilton Casino Resort and Penn National Gaming. He has also served as a director of several professional and charitable organizations, including Atlantic City Alliance, United Way of Atlantic County, the Casino Associations of New Jersey and Indiana, AtlantiCare Charitable Foundation and the Lloyd D. Levenson Institute of Gaming Hospitality & Tourism. Mr. Rodio brings extensive knowledge of and experience in the gaming industry, operational expertise, and a demonstrated ability to effectively design and implement company strategy. Mr. Rodio received a Bachelor of Science from Rider University and a Master of Business Administration from Monmouth University. Marlon Goldstein Director Nominee Mr. Goldstein is a licensed attorney with nearly 20 years of experience in the gaming space. He joined The Stars Group (Nasdaq: TSG)(TSX: TSGI) in January 2014 as its Executive Vice-President, Chief Legal Officer and Secretary until his retirement from the company in July 2020 following the merger of TSG with Flutter Entertainment, PLC (LSE: FLTR). Mr. Goldstein also previously served as the Executive Vice-President, Corporate Development and General Counsel of TSG. Mr. Goldstein was also the senior TSG executive based in the United States and was one of the primary architects of TSG s strategic vision for its U.S.-facing business. 5 Table of Contents During his tenure, TSG grew from an approximately $500 million market-cap company to an approximately $7 billion market-cap company through a combination of organic growth and strategic mergers and acquisitions. Mr. Goldstein participated in numerous M&A transactions and capital markets offerings at TSG, including several transformational transactions in the digital gaming industry. Notable transactions in which Mr. Goldstein was involved include: TSG/Flutter Merger: In 2019, TSG merged with Flutter for a $12.2 billion transaction value, the largest transaction in the digital gaming industry to date. TSG/Fox Bet Partnership: In 2019, TSG entered into a partnership with FOX Sports to create FOX Bet in the U.S., a leading U.S. online gaming business. Wall Street Research estimates an approximate $1.1 billion valuation for Fox Bet post-partnership with The Stars Group. TSG/Sky Betting & Gaming: In 2018, TSG acquired Sky Betting & Gaming, the largest mobile gambling operator in the United Kingdom at the time, for $4.7 billion. TSG/CrownBet and William Hill: In 2018, TSG simultaneously acquired CrownBet and William Hill, two Australian operators, for a total of $621 million in a multi-part transaction. TSG/PokerStars and Full Tilt Poker: In 2014, TSG acquired The Rational Group, which operated PokerStars and Full Tilt and was the world s largest poker business, for $4.9 billion. Through his ability to legally structure large and complex transactions, Mr. Goldstein was integral to TSG s vision of becoming a full-service online gaming company. Additionally, he assisted in structuring TSG s capital markets activity, which generated liquidity for acquisitions and strengthened its balance sheet. Prior to joining TSG, Mr. Goldstein was a principal shareholder in the corporate and securities practice at the international law firm of Greenberg Traurig P.A., where he practiced for almost 13 years. Mr. Goldstein s practice focused on corporate and securities matters, including mergers and acquisitions, securities offerings, and financing transactions. Additionally, Mr. Goldstein was the founder and co-chair of the firm s Gaming Practice, a multi-disciplinary team of attorneys representing owners, operators and developers of gaming facilities, manufacturers and suppliers of gaming devices, investment banks and lenders in financing transactions, and Indian tribes in the development and financing of gaming facilities. Mr. Goldstein brings experience and insight that we believe will be valuable to a potential initial business combination target business. Mr. Goldstein received a Bachelor of Business Administration with a concentration in accounting from Emory University and a Juris Doctorate with highest honors from the University of Florida, College of Law. Sean Ryan Director Nominee Mr. Ryan is a digital media and technology operator with extensive global experience in online payments, e-commerce, marketplaces, mobile ad networks, digital games, enterprise collaboration platforms, blockchain, real money gaming and online music. Since 2014, Mr. Ryan has been serving as Vice President of Business Platform Partnerships at Facebook, Inc. ( Facebook ) (Nasdaq: FB), where he leads a more than 500 person global organization that manages the Payments, Commerce, Novi/Blockhain, Workplace and Audience Network businesses. Prior to his current role, Mr. Ryan was hired in 2011 as the Director of Games Partnerships to lead and grow the global Games business at Facebook. While the Director of Games Partnerships, Mr. Ryan focused on re-shaping Facebook s games and monetization strategies to derive more value for Facebook, its users and its partners, including the addition of a Real Money Gaming offering in regulated markets. Mr. Ryan s team helped accelerate a major trend in engagement through cross-platform games and therefore the opportunity to increase users through establishing games on multiple platforms. Prior to joining Facebook, Mr. Ryan created the new social and mobile games division at News Corp, an American multinational mass media corporation controlled by Rupert Murdoch. While at News Corp, Mr. Ryan led the acquisition of Making Fun, a San Francisco social-game start-up, that created News Corp s games publishing division. Before joining News Corp., Mr. Ryan founded multiple digital businesses such as Twofish, Meez, Open Wager and SingShot Media. Mr. Ryan co-founded Twofish in 2009, a virtual goods and services platform that provided developers with data analytics and insights for individual application s digital economies. Twofish was later sold to online payments provider Live Gamer, where Mr. Ryan served on the board of directors. From 2005 to 2008, 6 Table of Contents Mr. Ryan founded and led Meez.com, a social entertainment service combining avatars, web games and virtual worlds. The white label social casino gaming company Open Wager was spun out of Meez and was later sold to VGW Holdings, Mr. Ryan also co-founded SingShot Media, an online karaoke community, which was sold to Electronic Arts (Nasdaq: EA) and merged into its Sims division. We believe Mr. Ryan s experience will be valuable to a potential initial business combination target and would provide an expanded perspective on the digital gaming landscape. Mr. Ryan received a Bachelor of Arts from Columbia University and a Master of Business Administration from the University of California, Los Angeles. Tom Roche Director Nominee Mr. Roche has more than 40 years of experience in the gaming industry as a regulator, advisor and independent auditor. Mr. Roche joined Ernst & Young ( EY ) as a partner in 2003 and opened its Las Vegas office. He was subsequently appointed as the Office Managing Partner and Global Gaming Industry Market Leader. In 2016, Mr. Roche relocated to the EY Hong Kong office to supervise the expansion of the EY Global Gaming Industry practice in the Asia Pacific region. Mr. Roche has been integral to numerous transactions that have shaped the current gaming landscape, including: Wynn Resorts (Nasdaq: WYNN) initial public offering: Mr. Roche was the lead partner on Wynn Resort s initial public offering, which raised $450 million in 2002. Harrah s Entertainment/Apollo Management Group & Texas Pacific Group: Mr. Roche headed the regulatory advisory services on the buyout of Harrah s Entertainment, the world s largest casino company at the time, for $17.1 billion. Dubai World/MGM Resorts: Mr. Roche headed the regulatory and due diligence advisory services to Dubai World in its approximately $5.1 billion investment in MGM. Dubai World bought 28.4 million MGM shares, or 9.5 percent of the casino operator, for $2.4 billion. It then invested $2.7 billion to acquire a 50% stake in MGM s CityCenter Project, a $7.4 billion 76-acre Las Vegas development of hotels, condos and retail outlets. MGM Growth Properties (NYSE: MGP) initial public offering: Mr. Roche provided tax and structural transaction services to MGM Resorts in the creation of MGM Growth Properties, a publicly traded REIT engaged in the acquisition, ownership and leasing of large-scale destination entertainment and leisure resorts. MGM Growth Properties raised $1.05 billion in its 2016 initial public offering. Mr. Roche also directed EY advisory services to boards and management teams for profit improvement and technology related initiatives. In addition, Mr. Roche provided advisory support to the American Gaming Association on several research projects, including those specifically related to sports betting, the revocation of The Professional and Amateur Sports Protection Act of 1992 (PASPA) and anti-money laundering best practices in the gaming industry. Equally, he has assisted government agencies in numerous international locations with enhancing their regulatory approach to governing the industry especially in the online gambling sector. Prior to joining Ernst & Young, Mr. Roche served as Deloitte s National Gaming Industry Leader and as the co-head of Andersen s Gaming Industry Practice in Las Vegas. In 1989, Mr. Roche was appointed by then Governor of the State of Nevada, Robert Miller, to serve as one of three members of the Nevada State Gaming Control Board for a four-year term, where he was directly responsible for the Audit and New Games Lab Divisions. As a board member, he spent a substantial amount of time assisting global jurisdiction regulators enact gaming legislation in the design of their regulatory structure. During his career, Roche has been involved in numerous public and private offerings of equity and debt securities. His background includes providing casino regulatory consulting services to casino licensees and to federal and state agencies including the National Indian Gaming Commission and the Nevada State Gaming Control Board, and industry associations such as the Nevada Resort Association and the American Gaming Association. We believe Mr. Roche s highly regarded reputation as a gaming auditor and advisor in the gaming industry will be valuable for us and a potential business combination target. Mr. Roche is a member of the American Institute of Certified Public Accountants and is licensed by the Nevada State Board of Accountancy and Mississippi State Board of Public Accountancy. He received his Bachelor of Science degree in Accounting from the University of Southern California. 7 Table of Contents Market Opportunity and Business Strategy While we may pursue an initial business combination opportunity in any industry or sector (subject to certain limitations described in this prospectus), we intend to identify and acquire a business within the broader digital media, sports, entertainment, leisure and/or gaming ecosystems with an enterprise valuation between $1.0 billion and $2.0 billion. We believe the digital media, sports, entertainment, leisure and gaming industries possess attractive opportunities given the secular consumer shift from physical/analog products to digital/online offerings and the industries existing consumer demand. Examples of verticals within the digital ecosystem that we intend to focus on include online media and marketing, sports, gaming, mobile gaming, social gaming, lottery, bingo, e-sports, daily fantasy sports, as well as specialized data, analytic and technology companies. Further targeting within these verticals is expected to be focused around the following: Media/Content and Affiliates: Manage properties and platforms that attract and engage customers and assist in their retention and monetization. Sports, Gaming and Social Operators: Operate innovative casino and sports betting sites that are either purely online or integrated with traditional land-based casino businesses. Platforms and Content Suppliers: Supply operators with the underlying sports betting and gaming platforms and content, including casino and bingo games, lottery, e-sports and social gaming offerings. Additionally, companies within this category can provide back-end services such as player registration, cash deposit services and KYC services. Data Rights and Technology Infrastructure: Provide operators with data hosting capabilities, high-speed video and audio transmission, data rights and data collection, big data and artificial intelligence (AI) analytics, and risk management. The digital sports and gaming market currently accounts for only a fraction of the broader global gaming industry, and we believe that it has significant momentum to gain more market share. A secular shift from analog to digital has disrupted the overall market and gaming is not an exception. As of 2019, digital sports and gaming accounted for only 13% of the $464 billion global gaming industry, while H2 Gambling Capital estimates that the global gaming industry will reach $531 billion in 2025 and that digital sports and gaming will control 19% of the total market. Further, the current U.S. broader digital sports and gaming market remains in its early stages relative to similar European countries that have more mature digital gaming marketplaces. Additionally, recent regulatory tailwinds in the U.S. have provided significant momentum for digital sports and gaming. Specifically, in May 2018, the Professional and Amateur Sports Protection Act of 1992 (PAPSA) was judicially overturned by the U.S. Supreme Court, leading to the legalization of sports betting in 23 states. As the United States gaming industry continues to develop through state-by-state legislative sanctioning, digital gaming and sports betting s U.S. total addressable market is expected to mature at approximately $40 billion, while the global and U.S. total addressable markets are expected to reach approximately $100 billion and $18 billion, respectively, by 2025. According to a Macquarie Capital report, digital gaming revenue in the U.S. is expected to grow at a CAGR of 53% between 2019 and 2025. In 2003, digital gaming accounted for only 4% of the United Kingdom s total gross gaming revenue, while in 2019 it had grown to 45% of the United Kingdom s total gross gaming revenue and is expected to reach 54% by 2025. Given similarities to the United Kingdom market, we believe there is opportunity to achieve comparable levels of digital penetration in the U.S. Over the past decade, companies within the European digital gaming market have experienced low double-digit annual growth, and we believe that, based on demand observed in the U.S., these businesses would be poised to achieve higher double-digit annual growth as they capitalize on the U.S. market s expansion. 8 Table of Contents Business Combination Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. Size: We intend to target companies whose enterprise valuation is between $1.0 billion and $2.0 billion. Companies of this size tend to have a well-developed business, and we believe offer the potential for long-term shareholder return. Growth: We intend to seek companies in the digital media, sports, entertainment, leisure and/or gaming ecosystems that we believe are on a promising growth path, driven by a sustainable competitive advantage, with opportunities for acceleration by a partnership with us. We expect to target companies that have experienced significant organic growth, and that we believe are well-positioned to capture additional market share in the expanding digital media, sports, entertainment, leisure and/or gaming industries through both accelerated organic and external growth. Strong management team: We intend to seek companies with proven and accomplished management teams that are eager to work together with and benefit from our management team s expertise. We intend to devote significant resources to analyzing and reaching alignment among a target s management and its stakeholders. Robust regulatory and financial controls: We intend to seek companies with robust compliance, financial controls and reporting processes in place and that we believe are ready for the regulatory requirements of a public entity. If a company we are seeking lacks the appropriate compliance and reporting, we believe our management team will be able to implement public company reporting, compliance and financial controls. Platform for growth via acquisitions: We intend to acquire a company that can serve as a platform for executing additional accretive acquisitions with the potential to significantly enhance shareholder value. Benefit from being public: We intend to work with management and stakeholders who aspire to have their company become a public entity and generate substantial growth. The benefits of transitioning from a private to a public entity may include broader access to debt and equity capital providers, liquidity for employees and potential acquisitions, and expanded branding in the marketplace. Reputation and market acceptance: We intend to seek companies that we believe have defensible proprietary technology and intellectual property rights that are significantly differentiated and superior to the industry standard. We believe these criteria will provide defensive market share and leverage our ability grow faster than the broader industry. Appropriate valuations: We view ourselves as rigorous, disciplined and valuation-centric investors, with a keen understanding of market value, upside and potential downside risks. We believe our past experience successfully acquiring companies will provide us with the ability to acquire companies within our search criteria at appropriate valuations relative to industry comparables and the ability to enhance and create value for shareholders over the long term. These criteria are not intended to be exhaustive or required. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us. 9 Table of Contents Additional Disclosures Our Acquisition Process We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, or in the case of a non-compete restriction, may not present such opportunity to us at all, subject to his or her fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See Risk Factors Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented and Risk Factors Robin Chhabra, our President, is a party to a non-competition agreement that, until January 1, 2021, will limit certain of his and/or our activities in connection with, and certain companies and businesses that we may target for, an initial business combination. This could delay our ability to identify or pursue, or otherwise negatively impact our prospects for, an initial business combination. Past experience or performance of our management team and their respective affiliates is not a guarantee of either (1) our ability to successfully identify and execute a transaction or (2) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of future performance. See Risk Factor Past performance by our management team and their affiliates may not be indicative of future performance of an investment in the company. No member of our management team has any experience operating special purpose acquisition companies. Initial Business Combination The Nasdaq listing rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account). We refer to this as the 80% fair market value test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in 10 Table of Contents exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target business or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If our initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be 11 Table of Contents levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on August 14, 2020. Our executive offices are located at 1980 Festival Plaza Drive, Ste #300, Las Vegas, Nevada 89135 and our telephone number is (702) 879-9687. Upon completion of this offering, our corporate website address will be www.tekkorpdigital.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. 12 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001822219_firstmark_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001822219_firstmark_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f7a1286da6c98163aabc71a61ff77b4ddf87cba1
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001822219_firstmark_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Company FirstMark Horizon Acquisition Corp. is a blank check company newly incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. While we may pursue an initial target business in any stage of its corporate evolution or in any industry or sector, we initially intend to focus our search on target businesses in the technology industry. Our mission is to drive long-term value creation by actively supporting the next-generation of iconic public companies. We seek to serve as a bridge between entrepreneurs and public investors by providing a compelling alternative path to access public markets. Our significant experience investing in high growth companies at early and late stages, as well as our extensive personal relationships and broad network created by a long history in technology investing provide us with a competitive advantage for sourcing exceptional opportunities. We are seasoned technology investors who have spent decades successfully guiding companies from inception through IPO. Notably, our management team is composed of the founders and executives of FirstMark Capital ( FirstMark ), a prominent technology venture capital firm founded in 2008, with $2.2 billion in total capital committments. FirstMark has backed entrepreneurs that have created leading companies, many valued over a billion dollars, including Shopify, Pinterest, Riot Games, DraftKings, Airbnb, Upwork, Discord, InVision, Dataiku, Pendo, Starry, JustWorks, Ro, and Carta. Today, the FirstMark portfolio includes over 90 companies across enterprise, consumer and frontier technologies. Notable investments include: Pinterest: FirstMark was the lead investor in Pinterest s first round of seed financing and invested in each subsequent financing round. Pinterest (NYSE: PINS) went public in April 2019 and currently has a market capitalization of over $20 billion. Shopify: FirstMark invested in every financing round from Series A through IPO. Shopify (NYSE: SHOP) is currently valued at over $100 billion. DraftKings: FirstMark initially invested in DraftKings (NYSE: DKNG) in 2015 and continued through all subsequent equity rounds. In April 2020, DraftKings went public through a merger with a special purpose acquisition company. Riot Games: FirstMark led the first institutional investment financing of Riot Games and Richard Heitzmann joined its Board when the team was under 10 employees and years away from delivering its first game. In 2011, Riot was acquired by Tencent. In 2019, the League of Legends World Championship drew in more unique viewers than the SuperBowl, with nearly 100M unique viewers. Over our history, FirstMark has repeatedly demonstrated an ability to identify early, sustainable investment opportunities and guide those entrepreneurs and companies to long term success. We are driven by a mission to provide our entrepreneurs with needed support throughout their journey, with access to capital or value-enhancing services. By providing an alternative to access public markets, FirstMark Horizon Acquisition Corp. is a natural extension of this core principle. FirstMark is also differentiated by its approach to investing, typically serving as the lead investor and as an active partner to entrepreneurs once an investment has been made. FirstMark recognizes that iconic companies are not built with capital alone. From access to resources, talent introductions and Board participation, FirstMark is committed to driving long-term value for its entrepreneurs and stakeholders. 1 Our competitive advantage is furthered by the FirstMark Platform (the Platform ). The Platform is a proprietary suite of events, resources, executive networks, and software designed to accelerate the success of companies backed by FirstMark. In particular, the Platform provides emerging technology companies with access to (1) recruiting services (including Board, executive, and non-executive talent recruitment); (2) go-to-market support through access to commercial and partnership opportunities with Fortune 1000 companies and strategic tech partners; and (3) operational support via access to private forums and networks of world-class operating leaders, who provide ongoing and on-demand company-building guidance. In addition to accelerating the success of FirstMark-backed companies, the Platform also serves several key purposes with respect to FirstMark s ability to identify and invest in world-class companies. First, the Platform services and events give FirstMark access to a vast network of entrepreneurs and ecosystem leaders. Since launching the Platform, FirstMark s events and communities have engaged a network of thousands of founders, world-class operating executives and leaders from the tech ecosystem. The Platform is also a core element of FirstMark s value proposition to emerging technology companies. We believe that when a company is selecting its capital partner, the Platform, and its ability to accelerate the development of FirstMark-backed companies, is a unique and compelling value-add for management. Management Our management team consists of seasoned investors and industry executives with an extensive track record of identifying transformative trends across innovative subsectors of technology. We believe the team will be able to source valuable investment opportunities through an extensive and differentiated network of thought-leaders, entrepreneurs and strong operators. Additionally, given our extensive experience with capital markets and public market investors, we believe our management team is well-positioned to guide a company through the necessary measures needed for a publicly-traded entity. Our management team is led by Richard Heitzmann, our Chief Executive Officer, and Amish Jani, our President and Chairman. Mr. Heitzmann and Mr. Jani bring a combined 41 years of experience in investing and have collaborated together for over 20 years as investment partners at FirstMark and Pequot Ventures. Richard Heitzmann Richard Heitzmann, our Chief Executive Officer and Director, has served as a Founder and Partner of FirstMark since 2008 and brings over 20 years of relevant investment experience. At FirstMark, he focuses on consumer and enterprise investments in media, commerce, gaming, software as a service and consumer services. Rick has led investments in market leaders such as Pinterest (NYSE: PINS), Airbnb, StubHub (acquired by eBay), First Advantage (Nasdaq: FADV, acquired by First American), Tapad (acquired by Telenor), DraftKings (Nasdaq: DKNG), Riot Games (acquired by Tencent), Ro, Imperfect Foods, Discord, Carta, Omaze and Dashlane. Mr. Heitzmann served as the lead partner in each of these investments and was pivotal in driving value accretive outcomes. Prior to founding FirstMark, Mr. Heitzmann served as a Partner at Pequot Ventures from 1999 to 2008. In addition, Mr. Heitzmann was a founding member of the senior management team at First Advantage (Nasdaq: FADV) from 2003 to 2004 which he helped grow and sell to First American (NYSE: FAF). In 2020, Mr. Heitzmann was named to the Forbes Midas List as one of the world s top venture capitalists. In addition, he has been recognized by CB Insights and the New York Times as a Top 100 Venture Capitalist globally . Rick holds a B.S.in Business Administration from Georgetown University and a M.B.A from The Harvard Business School. Amish Jani Amish Jani, our President and Chairman of the Board of Directors, has served as a Founder and Partner of FirstMark since 2008 and has been an active venture capitalist for over 20 years. At FirstMark, he invests broadly across the cloud software and internet landscape, including software as a service applications, commerce, technology infrastructure and more. He has invested in industry-defining companies including Shopify (NYSE: SHOP), InVision, Tracelink, Starry, Pendo, Schoology (acquired by PowerSchool), Boomi (acquired by Dell), IMImobile (LSE: IMI), Aveksa (acquired by EMC), and more. 2 Prior to founding FirstMark, Mr. Jani served as a Partner with Pequot Ventures from 2000 to 2008. Mr. Jani has been recognized by CB Insights and the New York Times as a Top 100 Venture Capitalist globally. Mr. Jani holds both a B.S. (summa cum laude) and a M.B.A. from the Wharton School of Business at the University of Pennsylvania. Eric D. Cheung Eric D. Cheung, our Secretary and Director, has served as General Counsel for FirstMark since June 2019. Prior to joining FirstMark, Mr. Cheung was the General Counsel of Naspers Ventures from 2016 to 2019, now Prosus Ventures, where he helped launch the venture capital arm of one of the world s largest tech investors, serving as lead counsel for venture investments into Delivery Hero, Swiggy, iFood, Byju s and Udemy, amongst others. Previously, he was a corporate, M&A and securities law attorney at Gunderson Dettmer in New York, where he represented venture capital firms and emerging growth companies worldwide in transactions and matters throughout their life-cycle. Across his career, he was a critical member overseeing hundreds of investments and transactions. Mr. Cheung is admitted to practice law in New York. He holds an LL.M in Taxation and a J.D. from the Georgetown University Law Center and a B.A. as a Dual Major in Politics, Philosophy and Economics and Comparative Literature from the University of Pennsylvania. Daniel Gaisin Daniel Gaisin, our Chief Financial Officer, is the Vice President of Finance at FirstMark and has been with the firm since 2008. He is responsible for fund management among other finance-related duties. Prior to FirstMark, Mr. Gaisin worked as Controller for Pequot Ventures in 2008 and before that, as Manager of accounting for Riverstone Holdings from 2007 to 2008. He began his career as an accountant with the Carlyle Group from 2004 to 2007. Mr. Gaisin received his B.S. in Accounting from Yeshiva University and is a Certified Public Accountant in the State of Virginia. Independent Directors Our management team also includes Luis Ubi as, Frederick Ball, Allison Goldberg and Jason Robins, our independent director nominees. Mr. Ubi as most recently served as President of the Ford Foundation and prior to this, was a Senior Partner and Director at McKinsey & Company for approximately 20 years. Mr. Ball most recently served as Chief Financial Officer at Marketo Inc., a leading provider of a cloud-based marketing platform, and has held similar senior executive positions at other technology companies including, Webroot Software, BigBand Neworks, Inc. and Borland Software Corporation. Ms. Goldberg is currently a Partner at Saints Capital Media Ventures, a technology and digital media fund, and has over 15 years of experience serving in leadership roles at other venture capital and investment funds including, Advancit Capital and Time Warner Investments. Mr. Robins is currently Chairman, Co-Founder and Chief Executive Officer of DraftKings, Inc. (Nasdaq: DKNG), which he founded in 2012 and which recently became a public company by undergoing a business combination with a special purpose acquisition company. Market Opportunity Technology has redefined the playbook for driving value creation. Digital adoption and innovation has transformed almost every business, created new industries and redefined the global economy. As advancements across emerging technologies advance and converge, the effects will multiply to drive extraordinary change. From interactive consumer media and commerce, artificial intelligence, blockchain, high speed wireless internet to cloud and edge computing, these technologies have the power to redefine the digital ecosystem. Ubiquitous connectivity and increasingly powerful mobile devices are changing how users go about their daily routines. Advances in artificial intelligence and machine learning offer step-function growth and significant efficiencies. In addition, the COVID-19 pandemic has created permanent and lasting changes in our lives and the way we interact with the world around us. 3 FirstMark Horizon Acquisition Corp. seeks to acquire a generational technology or technology-enabled business that capitalizes on these trends. Themes of particular interest include, but are not limited to: Enterprise Software Fundamental technology infrastructure Collaboration and workflow software Direct to Consumer Commerce Digital Marketplaces Digitization of healthcare Financial technology Gaming and consumer entertainment Private companies have been built, levered to and accelerated by innovation across these themes. As of June 2020, we estimate there are 300 private U.S. technology companies with a valuation, as of the last round of financing, in excess of $1.0 billion. Technology companies are staying private longer, leading to overcapitalization, postponing the implementation of good corporate governance, and limiting growth and liquidity opportunities. Despite advantages of the public markets, companies are delaying the traditional initial public offering ( IPO ) process, as it can often pose operational and price-discovery challenges. A traditional IPO is often a significant operational burden to the management team, which could negatively impact the execution of business initiatives and hamper growth. We also believe that the traditional IPO book order process is an inefficient price discovery mechanism that negatively impacts long-term shareholder value. FirstMark Horizon Acquisition Corp. is focused on identifying companies that are ready and would benefit from becoming a publicly traded entity. Allowing these private companies to access the public markets without requiring a traditional IPO creates a compelling alternative for these businesses to gain liquidity, diversify funding sources and benefit from public market exposure. The introduction of a SPAC allows for a familiar process to drive blossoming into a public company, through a structured negotiation with a trusted party appropriately incorporating the context for such companies. Business Strategy We are focused on driving sustainable long-term value for our stockholders by identifying potential opportunities that can generate outsized returns. We believe our exceptional network and deep entrenchment across the technology ecosystem will create a competitive advantage in sourcing attractive opportunities. We will consider a broad set of opportunities but apply a disciplined investment framework that is based on our core acquisition criteria. In addition, we are focused on opportunities where we will have a unique advantage in driving value creation once a business combination is made. We expect to be a value enhancing partner to our target, long after the initial business combination. Our decades of experience have been forged across multiple business cycles in many different economic environments. Our broad experience enables us to provide insights in building leading agile technology companies. We know how the best-in-class operate and will leverage our extensive operational experience and network to accelerate the growth of and fortify the leadership position of our target. Our target will also continue to benefit from the Platform, through which expertise, talent acquisition and commercial opportunities can be accessed. The Platform will enable our target to tap into a community of experts that have weathered through multiple cycles and capitalized on dynamic market and technology trends. 4 Acquisition Criteria We intend to specifically focus on target businesses with strong business fundamentals and the following characteristics: An exceptional management team; The disruption of large incumbent industries or the creation of an entirely new category; A large market opportunity relative to current company size; Best-in-class growth metrics and a clear pathway to generating significant, long-term cash flow. We are not interested in acquiring a company where returns would be driven by financial leverage or valuation arbitrage; A defensible long term business such as network effects, brand, and sustainable competitive differentiation; Preparedness for the scrutiny of public markets, with corporate governance and reporting policies in place; and The expectation to be well received by public investors and have good access to the public capital markets. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria and guidelines that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. We may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination. We intend to acquire a company with an enterprise value significantly above the net proceeds of this offering and the sale of the private placement warrants. Depending on the size of the transaction or the number of public shares we become obligated to redeem, we may potentially utilize several additional financing sources, including but not limited to the issuance of additional securities to the sellers of a target business, debt issued by banks or other lenders or the owners of the target, a private placement of equity or debt, or a combination of the foregoing. If we do not complete our initial business combination within the required time period, including because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient to meet our obligations or our working capital needs, we may need to obtain additional financing. Our Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority ( FINRA ) or from an independent accounting firm, that such initial business combination is fair to our company from a financial point of view. Each of our directors and officers will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular 5 target business is an appropriate business with which to effectuate our initial business combination. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Certain of our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. Our directors and officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See Risk Factors Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Initial Business Combination The rules of the NYSE require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target business or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial 6 business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. Our executive offices are located at 100 5th Ave, 3rd Floor, New York, New York 10011 and our telephone number is (212) 792-2200. Upon completion of this offering, our corporate website address will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. 7
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001822250_contextlog_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001822250_contextlog_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c544656dcce830fcb12615eab6e7385c4a7a337a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001822250_contextlog_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information appearing elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes included elsewhere in this prospectus, before making any investment decision. Unless the context otherwise requires, we use the terms Wish, the company, we, us, and our in this prospectus to refer to ContextLogic Inc. (d/b/a Wish ). Overview We launched Wish with a simple mission to bring an affordable and entertaining mobile shopping experience to billions of consumers around the world. Since our founding in 2010, our vision has been to unlock ecommerce for consumers and merchants, by providing consumers access to a vast selection of affordable products and by providing merchants access to hundreds of millions of consumers globally. We have become one of the largest and fastest growing global ecommerce platforms, connecting more than 100 million monthly active users ( MAUs or monthly active users ) in over 100 countries to over 500,000 merchants offering approximately 150 million items. Our platform combines technology and data science capabilities, an innovative and discovery-based mobile shopping experience, a comprehensive suite of indispensable merchant services, and a massive scale of users, merchants, and items. This combination has allowed us to become the most downloaded global shopping app for each of the last three years according to a report from Sensor Tower.1 We are focused on democratizing mobile commerce by making it affordable and accessible to anyone. The global mobile commerce market was $2.1 trillion in 2019 and is expected to more than double to reach $4.5 trillion by 2024.2 While ecommerce grew from 3% of global commerce in 2010 to 14% in 2019, ecommerce companies have largely focused on serving affluent consumers by offering branded goods and prioritizing convenience over price. However, 44% of U.S. consumers and 85% of European consumers have a household income of less than $75,0003 and cannot afford many traditional ecommerce offerings. Additionally, in the emerging economies of Africa, the Middle East, Latin America, and Eastern Europe, where the average household income is approximately $18,000, affordability will be the key element for users shopping online. We believe that the next billion ecommerce customers will be these value-conscious consumers. According to a survey we conducted in 2020 across 2,850 consumers in select countries, approximately 75% of those responding prioritize the price of an item over brand and delivery time. We built Wish to serve these consumers who favor affordability over brand and convenience, and are being underserved by traditional ecommerce platforms. We are revolutionizing mobile commerce with a user experience that is mobile-first, discovery-based, deeply-personalized, and entertaining. Over 90% of our user activity and purchases occur on our mobile app. Our data science capabilities allow us to mirror how consumers have shopped for decades in brick-and-mortar stores by offering a discovery-based shopping experience on a mobile device. Our highly-personalized product feed enables our users to discover products they want to purchase by simply scrolling through our mobile app and browsing. Over 70% of the sales on our platform do not involve a search query and instead come from personalized browsing. Wish users 1 Sensor Tower, analysis of store intelligence platform data, November 2019. 2 eMarketer, Global eCommerce 2020, June 2020. 3 Euromonitor International Limited, Economies and Consumers, updated August 2020. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, Dated December 7, 2020 46,000,000 Shares Class A Common Stock This is the initial public offering of shares of Class A common stock of ContextLogic Inc. (d/b/a Wish ). We are offering 46,000,000 shares of Class A common stock. We have two classes of common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except voting, transfer, and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 20 votes and is convertible at any time into one share of Class A common stock. See the section titled Description of Capital Stock herein for additional information on our capital stock. The holders of our outstanding shares of Class B common stock will hold approximately 82.0% of the voting power of our outstanding capital stock immediately following this offering, and our founder, Chief Executive Officer, and Chairperson, Peter Szulczewski, will hold, or have the ability to control, approximately 59.3% of the voting power of our outstanding capital stock immediately following this offering. See the section titled Risk Factors Risks Related to this Offering and Our Class A Common Stock herein for additional information. Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price will be between $22.00 and $24.00 per share. We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol WISH. See the section titled Risk Factors beginning on page 21 to read about factors you should consider before deciding to invest in shares of our Class A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to Wish $ $ (1) See the section titled Underwriting on page 212 for a description of the compensation payable to the underwriters. To the extent that the underwriters sell more than 46,000,000 shares of Class A common stock, the underwriters have an option to purchase up to an additional 6,900,000 shares of Class A common stock from us at the initial public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the shares of Class A common stock against payment in New York, New York on , 2020. Goldman Sachs & Co. LLC J.P. Morgan BofA Securities Citigroup Deutsche Bank Securities UBS Investment Bank RBC Capital Markets Credit Suisse Cowen Oppenheimer & Co. Stifel William Blair Academy Securities Loop Capital Markets R. Seelaus & Co., LLC Prospectus dated , 2020 Table of Contents engage with our app in a similar manner to how they engage with social media; scrolling through image-rich, highly-engaging, and interactive content. To enhance user engagement, we incorporate fresh gamified features, rich user-generated content including photos, videos, and reviews, and a wide range of relevant products to make shopping more entertaining. Our differentiated user experience has driven superior engagement with Wish users spending on average over nine minutes per day on our platform during the twelve months ended September 30, 2020. We also built Wish to empower merchants around the world. Today, most of our merchants are based in China. We initially grew our platform focusing on merchants in China, the world s largest exporter of goods for the last decade,4 due to these merchants strength in selling quality products at competitive prices. We continue to expand our merchant base around the world. The number of merchants on our platform in North America, Europe, and Latin America has grown approximately 234% since 2019. In particular, the number of merchants on our platform in the United States has grown approximately 268% since 2019. Through our diversified and global merchant base, we are able to offer greater depth and breadth of categories and products. For example, in 2019, four out of the top 10 selling merchants on our platform were located in the United States selling refurbished electronics, beauty products, and hobby items, which illustrates the ongoing diversification of our merchant base and product categories. We give our merchants immediate access to our global base of over 100 million monthly active users and a comprehensive suite of indispensable services, including demand generation and engagement, user-generated content creation, data intelligence, promotional and logistics capabilities, and business operations support, all in a cost-efficient manner. Local brick-and-mortar stores worldwide are struggling to attract consumers and compete in a retail world being transformed by ecommerce and industry consolidation. We launched Wish Local in 2019 to help these merchants increase their online reach and discovery, gain foot traffic, and drive additional sales. Today, we have almost 50,000 Wish Local partners in 50 countries who have signed up to our Sell on Wish feature to upload their in-store inventory on Wish for local pick-up or delivery. Our Wish Local partners also serve as Wish Pickup locations for online Wish orders, which effectively gives us a local warehousing and fulfillment footprint around the world without owning any real estate. Our scale, combined with our extensive data science capabilities, provides us with a unique competitive advantage and is core to our business operations. We collect, analyze, and utilize data across over 100 million monthly active users, over 500,000 merchants, and approximately 1.8 million items sold per day to improve the shopping experience for users and the selling experience for merchants. Our proprietary algorithms analyze a rich and growing data set of transactions and historical behaviors of both users and merchants to drive continuous optimization on the platform and inform key business decisions on a daily basis. Our data science enables personalization at the individual user level at a massive scale and drives significant advantages across all aspects of our business operations, including user acquisition, user experience, pricing strategies, user-generated content, merchant insights, and user and merchant support. For example, our user acquisition strategies utilize our data science capabilities to make decisions on what to show to whom, when, and through which acquisition channel, with a focus on maximizing our return on marketing investment and user conversion. We also leverage our data and unique insights to extend our platform outside of our core business and drive additional growth opportunities, including new services to merchants and new categories for users. Our proprietary data and technology also fuel our powerful network effects. As Wish grows, we accumulate more data across user and merchant activities, we strengthen our data advantage, and we create an even better experience for everyone on our platform, which in turn attracts more users and 4 The World Factbook 2020. Washington, DC: Central Intelligence Agency, 2020. Table of Contents wish kid s bike accessories popular brands Table of Contents merchants. As more users come to Wish, driven by the affordable value proposition and differentiated shopping experience, we drive more sales to our merchants. Adding more users also reinforces our user-generated feedback loop of ratings, reviews, photos, and videos, which drives greater user engagement. As more merchants succeed on Wish, more merchants join the platform to grow their businesses, broadening our product selection, which in turn improves the user experience. This flywheel effect has driven tremendous value to both users and merchants and has made Wish one of the largest ecommerce marketplaces in the world. We have experienced substantial growth since our founding in 2010. We grew our revenue from $1.1 billion in 2017 to $1.9 billion in 2019 at a compound annual growth rate of 31% and from $1.3 billion for the nine months ended September 30, 2019 to $1.7 billion for the nine months ended September 30, 2020, an increase of 32%. Our revenue is diversified and global. In 2019, 93% of our revenue was from marketplace services, 84% of which was from core marketplace revenue and 16% of which was from our native advertising tool, ProductBoost, and 7% was from logistics services. We refer to our marketplace revenue, excluding revenue from ProductBoost, as our core marketplace revenue. ProductBoost is an advertising feature by which our merchants can promote their listings within user feeds. For the nine months ended September 30, 2020, 82% of our revenue was from marketplace services, 90% of which was from core marketplace revenue and 10% of which was from ProductBoost, and 18% was from logistics services. In terms of geographic diversification by users, for the nine months ended September 30, 2020, 43% of our core marketplace revenue came from Europe, 42% from North America, 5% from South America, and 10% from the rest of the world. Our growth has been highly capital efficient. We have been able to achieve this massive growth and scale by having net cumulative cash flow from operations of $16 million from January 1, 2017 to September 30, 2020, aided by our positive cash float, where we receive an upfront payment from a user, and remit payment to a merchant a number of weeks later. In 2019, we generated a net loss of $129 million and Adjusted EBITDA of $(127) million, compared to a net loss of $208 million and Adjusted EBITDA of $(211) million in 2018, and a net loss of $207 million and Adjusted EBITDA of $(135) million in 2017. For the nine months ended September 30, 2020, we generated a net loss of $176 million and Adjusted EBITDA of $(99) million, compared to a net loss of $5 million and Adjusted EBITDA of $(11) million for the nine months ended September 30, 2019. See Selected Consolidated Financial and Other Data Non-GAAP Financial Measures for more information and for a reconciliation of Adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with U.S. generally accepted accounting principles ( U.S. GAAP ). Our Market Opportunity Global ecommerce is a massive and growing market. In 2019, global ecommerce was a $3.4 trillion market expected to nearly double to reach $6.3 trillion by 2024. Within ecommerce, mobile is the clear dominant force, comprising 63% of global ecommerce in 2019, and is expected to grow to 71% by 20245. While the market is large and rapidly growing, modern ecommerce has not evolved to fit the expectations and affordability needs of the global population. Billions of Value-Conscious Consumers Are Underserved Value-conscious consumers represent a large and growing portion of the global consumer population, and they have been historically underserved by traditional ecommerce. For this segment of 5 eMarketer, Global eCommerce, 2020. Table of Contents wish dog toys popular brands 2 colors available Table of Contents the global population, price is often the single most important determinant when making a purchase. Forty-four percent of U.S. consumers and 85% of European consumers have a household income of less than $75,0006, and we estimate that there are over 1 billion households with income of less than $75,000 around the world, excluding China and India. Additionally, in the emerging economies of Africa, the Middle East, Latin America, and Eastern Europe, where the average household income is approximately $18,000, affordability will be the key element for users shopping online for the first time. We believe that the next billion ecommerce customers will be these value-conscious consumers. Traditional Ecommerce Does Not Meet Evolving Consumer Behavior Shopping in store allows consumers to browse and discover new products that they want, driving many consumers to purchase items beyond their planned purchases. This type of navigational browsing often creates purchase intent for new products. The largest ecommerce companies in the world were created on desktop, and their consumer experiences are predominantly search-driven rather than discovery-based. When porting that search-driven experience to mobile, consumers can shop for what they know they need, but struggle to browse, engage, and discover new products. Merchants Around the World Lack Access to Global Consumers Ecommerce represents a massive opportunity for global merchants, but they often struggle to access and serve global ecommerce consumers. IDC estimates that there are approximately 348 million small- and medium-sized businesses ( SMBs ) around the world as of 2019,7 and the success of these businesses is imperative to local, national, and global economies. SMBs make up over 90% of all enterprises globally and employ over 50% of the global workforce.8 Despite their scale and economic power collectively, individual SMBs are often challenged, as evidenced by approximately 20% of U.S. SMBs failing in their first year and approximately 50% failing after five years in business, according to 2019 data.9 For merchants around the world to grow their businesses, the ability to reach and target consumers at scale is critical. Merchants Lack Technology-Driven Tools to Operate Their Businesses Many merchants lack the tools to operate their businesses efficiently, including expertise and resources to acquire users, a shipping and logistics platform, payment capabilities, access to credit, effective user support, and comprehensive data insights. For example, based on an independent survey, almost half (45%) of SMBs in the United States have reported a lack of any online presence, demonstrating challenges these merchants face in running their businesses in an increasingly digital world.10 The Wish Platform Our global ecommerce platform connects over 100 million monthly active users in over 100 countries to over 500,000 global merchants. We seek to democratize ecommerce by making the Wish 6 Euromonitor - Households by Disposable Income Band in Latin America, Eastern Europe, Western Europe and USA 2019-2020 and Number of Households in Latin America, Eastern Europe, Western Europe and USA 2019-2020. 7 IDC, Understanding the Needs of the Global Small and Medium-Sized Business Market, US46393020, May 2020. 8 United Nations Conference on Trade and Development, The International Day of Micro, Small and Medium Enterprises (MSMEs), June 2020. 9 Small Business Administration (SBA) Office of Advocacy, Frequently Asked Questions, 2018. 10 CNBC Small Business Survey, 2017, updated May 2019. Table of Contents WishWish Our mission Bring an affordable and entertaining mobile shopping experience to billions of consumers around the world. Karla California Women s fashion Makeup/ beauty Israel mexico car accessoires tools & electronics Trygve Norway photo / video equipment Francesco Italy fishing equipment electronics Tomiwa Nigeria electronics gadgets hellen brazil beauty / kids Susanne Sweden women s fashion home d cor South Africa beauty / accessories Maryann australia Our mission Bring an affordable and entertaining mobile shopping experience to billions of consumers around the world. Karla California Women s fashion Makeup/ beauty Israel mexico car accessoires tools & electronics Trygve Norway photo / video equipment Francesco Italy fishing equipment electronics Tomiwa Nigeria electronics gadgets hellen brazil beauty / kids Susanne Sweden women s fashion home d cor South Africa beauty / accessories Maryann australia Table of Contents platform affordable, open, and accessible to all users and merchants worldwide. We do this through our relentless focus on product, technology, and data science. For our users, we are revolutionizing the mobile shopping experience by making it affordable, personalized, and entertaining. For our merchants, we offer immediate, cost-efficient access to our global user base, scaled data, and technology platform, as well as a comprehensive suite of indispensable services to help run their businesses and drive sales. To serve our global and diversified user and merchant base, we approach our platform development with a specific geographic focus, tailoring key features to solve for the needs of that locality, and enabling an authentic, localized experience. Value Proposition to Wish Users We have democratized ecommerce by making it: Affordable. Price is the single most important determinant when making a purchase for a substantial portion of the global population, and we aim to serve the affordability needs of these consumers. The merchants on our platform offer primarily unbranded products that can be discounted in excess of 85% as compared to branded alternatives across a number of categories11. We have a number of policies which, in combination with our robust user-generated content, promote higher quality merchants and products on our platform. This allows us to offer a vast selection of high-quality items at competitive prices, a value proposition that attracts more than 100 million monthly active users to our platform. Accessible. Within ecommerce, mobile is the clear dominant force, comprising 63% of global ecommerce in 2019, and is expected to grow to 71% by 2024.12 We built Wish to be mobile-first so any consumer around the world can easily access our shopping platform on a mobile device. We also do not have membership fees, understanding that millions of consumers are value-conscious and/or would not be able to afford such fees. Everywhere. To better serve our global user base, we localize various features on our online platform and tailored our experience to each respective market through, for example, making it accessible in 40 different languages and providing country-specific payment methods. This 11 Based on current internal research. 12 eMarketer, Global eCommerce, 2020. Table of Contents wish100+ countries more reach, more sales for merchants 100m+MAU#1most downloaded shoping appmore seclections,more valubele for users 680m+itemsshipped Table of Contents localization improves the engagement of our large, diverse user base, in addition to connecting our users with almost 50,000 local brick-and-mortar stores. We have re-invented the online shopping experience to be: Mobile-First. Wish was built for mobile. Our application is image-rich, with minimal search input or text-based interactions. Over 90% of our user activity and purchases occur on our mobile app. Discovery-Based. Our platform is designed to make it easy to navigate a vast selection of products when users do not have a specific item or brand in mind. On average, between April 2020 and September 2020, our users saw over 500 distinct products across many different categories on a daily basis. Unlike other ecommerce platforms where consumers often visit with a predetermined purchase intent on specific items, our navigational and entertaining shopping experience gives us the ability to create purchase intent in our users across a diverse set of products and categories. Over 70% of the sales on our platform do not involve a search query and instead come from personalized browsing. Personalized. No two users Wish interfaces and product feeds look the same. Utilizing big data technology, we enable customization on a massive scale. We deliver personalized and curated products to our users and help them discover desired products quickly. Over 65% of our users click on a product detail page from the main feed. Entertaining. We have transformed the user experience to make shopping on Wish as engaging and entertaining as browsing social media. We utilize highly-personalized feeds with a wide range of relevant products as well as gamified, interactive, and social features to increase the length and frequency of a user s sessions and drive increased engagement. Wish users spent on average over nine minutes per day on our platform during the twelve months ended September 30, 2020. Value Proposition to Wish Merchants Accessible and Cost-Efficient Ecommerce Platform. We give our merchants immediate access to our global base of over 100 million monthly active users and a comprehensive suite of indispensable services in a cost-efficient manner to help them run their businesses and grow sales. We seek to empower these highly capable merchants offering quality products at compelling values and unlock this supply of goods to consumers globally. In addition, we give our merchants the following indispensable services: Demand Generation and Engagement Global Reach for Online Merchants. Wish gives merchants immediate access to over 100 million monthly active users across more than 100 countries, with a significant user footprint in the United States and Europe. We help our merchants reach these users in a highly targeted and cost-efficient manner. Digital Presence for Brick-and-Mortar Stores. Through Wish Local, we partner with a global network of local brick-and-mortar stores and provide them with access to our global online user base and help enable online discovery of their stores and products. Promotion. Wish merchants can amplify their reach and sales by utilizing our native advertising tool, ProductBoost. We utilize data science to optimize ad placement, target users, and maximize the merchant s return on ad spend. Table of Contents TABLE OF CONTENTS Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001822309_cascade_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001822309_cascade_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9600d33d5f702aa0709700f3e844d21d5c6cffde
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001822309_cascade_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to the amended and restated certificate of incorporation of the company, to be in effect upon completion of this offering; common stock are to our Class A common stock and our Class B common stock; DGCL are to the Delaware General Corporation Law as the same may be amended from time to time; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in connection with our initial business combination including but not limited to a private placement of equity or debt; founder shares are to shares of our Class B common stock initially issued to our sponsor in a private placement prior to this offering and the shares of our Class A common stock that will be issued upon the automatic conversion of the shares of our Class B common stock at the time of our initial business combination (for the avoidance of doubt, such shares of our Class A common stock will not be public shares ); initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors (including our director nominees who will become directors in connection with the consummation of this offering); private placement warrants are to the warrants to be issued to our sponsor or one or more of its affiliates in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans and extension loans, if any; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public stockholders will only exist with respect to such public shares; sponsor are to Cascade Acquisition Holdings LLC, a Delaware limited liability company; Waterfall are to Waterfall Asset Management, LLC, the manager of WSMF I Cascade Acquisition Holdings, LLC. WSMF I Cascade Acquisition Holdings, LLC is a majority owner of our sponsor; and we, us, our, company or our company are to Cascade Acquisition Corp., a Delaware corporation. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and gives effect to the cancellation of 1,437,500 founder shares on October 6, 2020. Each unit consists of one share of our Class A common stock and one-half of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Registered trademarks referred to in this prospectus are the property of their respective owners. 1 Table of Contents Our Company We are a newly incorporated blank check company, incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We intend to capitalize on the thesis-driven idea generation, significant sourcing capabilities, institutional investing expertise, and seasoned operating experience of our officers; including Jay Levine, Chairman of the Board of Directors of OneMain Financial ( OneMain ) and Daniel Hirsch, most recently a key advisor to a special purpose acquisition company ( SPAC ) sponsored by Trinity Real Estate Investments LLC ( Trinity ). Through our sponsor, we are also affiliated with Waterfall, an alternative asset manager, with approximately $8.3 billion in net assets under management (as of August 1, 2020). While we may pursue an initial business combination target in any industry, our thesis-driven investment strategy will focus our efforts in the financial services industry, specifically within alternative lending, asset management, business process outsourcing, housing and commercial real estate finance, insurance and tech-enabled business opportunities. Jay Levine s distinguished operating track record and leadership experience within public and private financial services markets spans over 30 years. Mr. Levine has served as Chairman of the Board of OneMain Financial (NYSE: OMF, f.k.a. Springleaf ), a provider of personal loans and other financial services to consumers, since June 2018, and will continue in this role until December 31, 2020. He previously served as President, CEO and Director of OneMain from 2011 until 2018. In 2010, Fortress Investment Group LLC ( Fortress ) acquired an 80% stake in Springleaf (f.k.a. American General Finance) for approximately $125 million; as of August 24, 2020, OneMain s market capitalization was approximately $4 billion. In 2013, under Mr. Levine s leadership, Springleaf entered the public markets with a successful IPO. In 2015, Springleaf s strategic acquisition of OneMain and subsequent rebranding propelled the company into its status as one of America s premier consumer finance companies, more than doubling its size from 705 branches in 27 states to over 1,800 branches in 44 states. OneMain executed on its transformational strategic plan, bringing together best-in-class personal finance businesses with complementary branch networks, a leading digital presence, a risk management culture and business model that is designed to endure GDP cycles, and an ongoing commitment to responsible lending practices. Today, OneMain is the largest branch-based consumer finance company in the United States. In his role as CEO and Chairman, Mr. Levine architected the reinvention of OneMain, accomplished by a disciplined and actionable strategic plan. Mr. Levine assumed the role in 2011 at a time when OneMain faced numerous points of inertia including constrained liquidity, an unprofitable business structure, lack of technology / data analytics, a corporate culture handicapped by bureaucracy and the absence of a long-term strategic plan. At OneMain, Mr. Levine has led and executed many notable strategic initiatives, which have served as catalysts in transforming OneMain into a modern financial services business with industry-leading market share, a strong competitive advantage and attractive economic returns, including: Augmenting and diversifying the company s capital market execution capabilities: Structured an MBS and personal loan ABS financing plan, regained access to the high yield issuance market and established back-up funding strategies; Achieving operational efficiency: Closed non-core operations and geographies, implemented standards of excellence and efficiency metrics with optimized headcount and implemented a risk-based pricing model; Creating a strong competitive advantage in the personal lending market: Created a customer-centric culture, reinvigorated the sales culture and marketing strategy, aligned employee compensation with credit performance and objectives and expanded customer acquisition reach; Implementing data analytics and technology to augment operating leverage and scalability: Recruited senior IT leadership, migrated portions of the IT infrastructure and data to the cloud and developed next generation data intelligence capabilities for advanced credit and marketing analysis; 2 Table of Contents Transforming the corporate culture to enable the power of people: Evolved an antiquated legacy of formality and hierarchy into a culture of community with a startup optimism and enthusiasm; and Executing a successful merger and acquisition strategy: Key acquisitions included the 2013 acquisition of the approximately $3.4 billion SpringCastle personal loan portfolio from HSBC and the 2015 acquisition of OneMain from CitiFinancial Credit Company with approximately $7.6 billion in receivables. Prior to OneMain, Mr. Levine served as President, CEO and a Director of Capmark Financial Group ( Capmark ), a commercial real estate finance company, as part of its corporate restructuring from 2008 until 2011. From 2000 until 2008, Mr. Levine served as President, CEO and a member of the Board of Directors of Royal Bank of Scotland ( RBS ) Global Banking & Markets in North America, as well as CEO of its predecessor entity, RBS Greenwich Capital. Additionally, from November 2019 through August 2020, Mr. Levine served on the Board of Directors of FinServ Acquisition Corp. (NASDAQ: FSRV), a SPAC focused on the financial services industry. Mr. Levine is uniquely positioned to utilize his broad deal sourcing network, long-term operating expertise, M&A diligence and integration prowess and deep industry domain knowledge of the broader financial services ecosystem to identify, evaluate, acquire and transform the potential business combination target. Daniel J. Hirsch brings significant transactional and investment expertise, including around several SPAC transactions. Most recently, Mr. Hirsch acted as an advisor on a SPAC sponsored by Trinity, which successfully completed its initial business combination in 2019 with Broadmark Realty Capital Inc. ( Broadmark ) (NYSE: BRMK), an internally managed mortgage REIT. As an advisor to Trinity, Mr. Hirsch was actively involved in all elements of sourcing, negotiating, structuring and executing the merger with Broadmark. Mr. Hirsch currently serves as Board member, Chairman of the nominating and corporate governance committee and a member of the compensation committee of Broadmark. Previously, Mr. Hirsch was a Managing Member at Farallon Capital Management L.L.C. ( Farallon ), an investment firm managing capital on behalf of institutions and investors, where he served in various capacities as Managing Member for the Real Estate Group, Managing Director and Legal Counsel from 2003 through 2016. Additionally, Mr. Hirsch has served on the Board of The Macerich Company (NYSE: MAC), a real estate investment trust investing in regional malls, since 2018, and as a Director of Playa Hotels and Resorts ( Playa, NASDAQ: PLYA), an owner and operator of beachfront resorts in Mexico and the Caribbean, from 2010 until March 2020. Playa was a private portfolio position of Farallon that went public in 2017 through a merger with TPG Pace Holdings, a SPAC sponsored by TPG Capital formed in 2015. Through the Broadmark and Playa transactions, Mr. Hirsch has experience with de-SPAC transaction structuring and execution from both the SPAC sponsor and target s perspectives. Mr. Hirsch s extensive transactional, capital markets, governance and legal track record, particularly in the residential and commercial real estate sectors, further positions the management team to create and execute on proprietary investment opportunities, as well as navigate the transaction with the potential business combination target. Mr. Weil, our director, and Mr. Nelligan, Co-Heads of Waterfall s private equity team, have a long-tenured track record in M&A advisory and public and private market capital formation transactions in the financial services sector. Prior to joining Waterfall, Mr. Weil and Mr. Nelligan founded Milestone Advisors in 2001, a boutique corporate advisory and investment firm which achieved a leading market presence in the financial services M&A market and was ultimately sold to Houlihan Lokey (NYSE: HLI) in late 2012. Subsequent to the sale, Mr. Weil and Mr. Nelligan joined the Financial Institutions Group at Houlihan Lokey as Co-Head and Managing Director, respectively. At Milestone Advisors and Houlihan Lokey, Mr. Weil and Mr. Nelligan have led teams that ranked as the number one M&A advisor to the U.S. specialty finance sector from 2004 through 2017. In 2017, they left Houlihan Lokey to join Waterfall and establish the firm s private equity business. Throughout their careers, Mr. Weil and Mr. Nelligan have completed over 400 M&A and capital formation transactions and have made approximately 20 private equity style investments as principals, developing an intimate familiarity of traditional and emerging financial services business models, operating best practices and a network of industry leadership teams that spans the financial services ecosystem. Messrs. Weil and Nelligan s proven thesis-driven idea generation, significant proprietary sourcing capabilities, history of diligencing and structuring hundreds of transactions across the financial services landscape through a variety of economic and credit cycles, and institutional investing expertise will provide the company with a differentiated ability to source, diligence, value, structure and close a merger or other business combination with a target company. 3 Table of Contents The Waterfall management and private equity teams have known and worked with Mr. Levine for over 20 years. The combination of Mr. Levine s operational expertise and executive leadership, Mr. Hirsch s transactional experience and Mr. Weil and Mr. Nelligan s advisory and investing track record presents a unique opportunity to bring all four professionals with differentiated histories of value creation under one umbrella. Given that the SPAC s target scope and size differ from Waterfall s strategies, we expect no potential conflicts in consummating a transaction; rather, by leveraging the respective individual professional networks, as well as the broader Waterfall platform infrastructure, we are confident of our team s ability to source and capitalize on any opportunity that exists in the current market environment. Waterfall Asset Management Waterfall was founded in 2005 by Tom Capasse and Jack Ross, who each have over 30 years of making investments and providing liquidity to the financial services markets. With approximately $8.3 billion in net assets under management (as of August 1, 2020) and 15 years of successful transaction execution, Waterfall has developed specialized financial services capabilities, with a competitive focus on transaction sourcing, durable counterparty relationships, data collection and analysis, toward a goal of seeking to create accretive capital markets structures. Mr. Capasse and Mr. Ross were founders of Merrill Lynch s asset-backed securities ( ABS ) group in the 1980 s, where they completed many first-time ABS issues and purchased non-performing loans from the Resolution Trust Corporation. Mr. Capasse subsequently managed structured credit Banking & Trading groups at Greenwich Capital, Nomura Securities and Macquarie Securities. Mr. Ross similarly has deep ABS and structured credit experience, having completed some of the earliest ABS issues at Drexel Burnham Lambert. Today, Waterfall a source of liquidity to the U.S. and European specialty finance markets through its ABS, whole loan and direct lending strategies across more than 50 asset types, including the residential and commercial mortgage market. Waterfall is also the external manager of a permanent capital vehicle, Ready Capital Corporation (NYSE: RC), a publicly traded multi-strategy real estate finance REIT, which focuses on small to medium-sized business lending and residential and commercial real estate lending. Waterfall seeks to achieve both organic and strategic growth for its clients investments, executing on its M&A, roll-up and carve-out experience with some notable examples including Ready Capital Corporation s merger with ZAIS Financial Corp (NYSE: ZFC) and Ready Capital Corporation s acquisitions of Owens Realty Mortgage, Inc. and Knight Capital LLC. Waterfall s depth of platform acquisition capabilities is further exemplified by the acquisitions of financial services and financial technology businesses completed by Waterfall s private equity team. Started in 2017 and operating under the Waterfall umbrella, the private equity team co-headed by Mr. Weil and Mr. Nelligan targets private equity opportunities in the lower-middle market specialty finance and broader financial services sector, with a focus on special situations and secular opportunities created by economic, capital market, regulatory and credit performance shifts. Having reviewed several hundred private equity opportunities since 2017, the Waterfall private equity team has made a number of investments, including: Strong Home Mortgage, LLC, a multi-billion dollar single-family residential mortgage lender which originates conforming loans with a focused business strategy on the direct-to-consumer sales channel (June 2020); Flex Fleet Rental LLC, a short to medium term commercial truck rental company (February 2019); EdgeCo Holdings, LP, a holding company established to pursue a roll-up strategy in the retirement services sector to build a next-generation financial technology business for the small plan retirement market (June 2018); and Oasis Financial, a pre-settlement and medical lien funder and asset manager (August 2017). As the Waterfall private equity team is primarily focused on the lower-middle market, we do not anticipate a conflict between the Company and the broader Waterfall strategy, when considering potential opportunities for their fund. The past performance of our management team, Waterfall, or their respective affiliates is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical performance record of our management team s, Waterfall s, our advisor s or their respective affiliates performance as indicative of our future performance. Our management team, Waterfall and their respective affiliates have been involved with a large number of public and private companies in addition to those identified above, not all of which have achieved similar performance levels. See Risk Factors Past performance by our management team, Waterfall or their respective affiliates may not be indicative of future performance of an investment in us or in the future performance of any business that we may acquire. 4 Table of Contents For a complete list of our executive officers and entities for which a conflict of interest may or does exist between our officers and the company, please refer to Management Conflicts of Interest. Our Investment Themes We intend to focus our efforts in the following sub-sectors of the financial services industry in search of value oriented and opportunistic transaction opportunities: Asset Management: non-correlated asset classes and non-traditional asset management models; innovative manufacturers of financial assets; administrators, servicers and special servicers; Consumer and Business Lending: businesses with advanced capabilities in data modeling, risk management and asset management; differentiated and defendable customer acquisition and risk management strategies; consumer finance and commercial finance businesses with responsible lending models; Commercial Real Estate Tech and Services: fee-based services creating efficiency to the burdensome and expensive transaction life cycle; businesses focused on property management, operational efficiency and tenant experience; FinTech and Business Process Outsourcing: businesses providing critical workflow to financial institutions, including data aggregation and analytics, risk management and compliance; InsurTech and Insurance Services: business models with unique products and/or customer acquisition strategies, including but not limited to business with specialized product design focused on regulatory capital arbitrage, with rollup opportunities among niche brokerage and agencies; and Mortgage Origination, Housing Services and Technology: businesses with disruptive and scalable mortgage platforms with competitive advantage in customer acquisition, origination and servicing cost, businesses providing housing-related lead generation, alternative home ownership and rental models, iBuyer investment models and other opportunities for equity monetization. The past decade has witnessed rapid developments across the broader financial services ecosystem: Digitization and mobilization of financial services; Improved ability to harness, validate, analyze and store vastly unprecedented amounts of data; Sustained low interest rates fueling increased investor demand for risk assets with enhanced yields; Increased sophistication of alternative capital market and risk management strategies; Additional regulatory reporting / costs and capital requirements; Aging population requiring new financial products and services; A growing U.S. housing supply shortage, with housing affordability constraints despite unprecedented support from Government Sponsored Enterprises ( GSE ) and the rapid development of alternative ownership and rental business models; and Evolving convergence trends within the financial services sub-verticals to increase customer wallet share and arbitrage customer acquisition costs, as well as the use of venture capital to finance customer acquisitions. As a result, we see a financial services ecosystem that continues to evolve from both a size and sophistication perspective, where our management team can focus on opportunities with alternative consumer, commercial and mortgage lenders that possess differentiated origination, servicing and asset management capabilities, as well as balance sheet light outsourced services and financial technology companies that face and support the lending and asset management sectors. 5 Table of Contents We believe the financial services ecosystem is at an inflection point, as the way consumers and small businesses spend, invest, borrow, and insure themselves continues to evolve. We believe that there are numerous legacy-infrastructure, asset-heavy businesses that may benefit from a balance sheet-light, customer-oriented approach. Conversely, the fragmented financial technology and business process outsourcing ecosystems may be able to supplement their modern, robust technology stacks with underwriting and capital markets expertise to create beneficial outcomes for core operating businesses. As traditional financial services firms increasingly seek to outsource their financial technology and processing needs to disruptor platforms rather than build out these capabilities in-house, disruptor platforms will benefit from partnerships that help them scale and address the ever-growing customer-facing market. High-growth companies tend to thrive in periods of market expansion, bolstered by investor optimism; however, recent COVID-19 related market dislocations and illiquidity have led to inefficiencies in the valuation for these companies in the private sector. In times of high market volatility as well as inherent economic uncertainty, and given the risk and significant time commitment associated with executing a traditional public offering, a SPAC transaction that brings management expertise and enhanced liquidity may present an attractive alternative to companies looking to go public. We believe that the current macroeconomic backdrop has created favorable market conditions for the set of investment opportunities we intend to pursue. The COVID-19 pandemic has caused significant disruption, creating uncertainty around the shape of the economic recovery driven by high unemployment levels, near-zero interest rates, credit degradation (and diminished availability or reduced scope of financing alternatives), market volatility and changing consumer sentiment. Additionally, the outcome of the upcoming U.S. presidential election in November may result in significant reversals of corporate tax policy and changes to the complex and continuously evolving regulatory landscape. The resulting market dislocation and uncertainty have created (and may further create) funding and liquidity challenges that are rippling through the financial services industry, presenting event-driven opportunities at attractive valuations. In addition, our management team s proven operational success and experience investing through prior recessions can provide a valuable roadmap to companies as they leverage our team s sponsorship, operating expertise and additional liquidity to capitalize on the opportunity to solidify their market position and expand while competitors are retrenching. The financial services industry is a large addressable market, comprising approximately 21% of U.S. GDP in 2019. In recent years, the financial services industry has been primarily characterized by two business models: the disruptive financial technology ( FinTech ) companies (including a wide array of business process outsource and offshoring models) and the incumbent balance-sheet heavy market leaders. While some investors may skew towards one of these models, we see the current macroeconomic trends as exposing both the fundamental weaknesses and strengths in each of these revenue models, thus highlighting the necessity of collaboration between the two. Technology-enabled challengers benefit from more customer-friendly user interfaces and nimbler operations, enabling them to quickly attract many users, especially in the millennial and younger age groups. However, many high-top-line-growth companies struggle to identify a reliable path to profitability and monetize their vast user base, thus burning through cash reserves and their equity base and ultimately losing investor confidence. In addition, increasing regulatory constraints and burdens limit the methods through which they may deploy capital. On the other hand, traditional financial services players are often plagued by outdated technology infrastructure that is costly to replace or innovate upon, especially when sitting inside a larger corporation saddled with legacy systems, outdated processes and corporate bureaucracy. At the same time, the management and professionals at such legacy firms are usually better equipped with industry expertise and place an emphasis on a healthier financial profile, thus making the company itself a safer bet in terms of returns stability and consistency. We expect transactions and partnerships akin to Lending Club / Radius Bank becoming more commonplace as the need for collaboration between the two business models evolves. As an opportunistic and value-oriented investor, we are looking for best-in-class companies across both business models, and believe we have the transaction experience and operational expertise to help a company achieve the optimal balance it needs, whether to optimize the balance sheet structure and capital deployment of a FinTech company or modernize a traditional financial services company. On the back of this evolving dynamic within the financial services ecosystem, the balance-sheet light businesses that are looking to provide ancillary services to or outright replace the traditional players have been experiencing a revolution of their own. As customers look for differentiated, personalized services that cater to their specific needs in a fast, seamless, convenient and transparent manner, advances in automation, predictive analytics, Artificial Intelligence ( AI ) and Machine Learning ( ML ) allow companies to access, conform and process data faster as the human element is gradually cut out of the picture. The enormous potential of these technologies to 6 Table of Contents improve operational efficiency, cut redundant costs and enhance the growth profile manifests itself in mortgage technology, where digitization is still in its earliest innings. For example, the current mortgage process is highly document-intensive, with wider populations of prospective borrowers often ignored due to lack of credit history data, and with the existing customer base often underserved from origination through closing. Utilization of predictive technologies and automation can help organize and process the paperwork efficiently and accurately, analyze additional data variables and discover hidden or previously ignored correlations. For example, these technologies can unlock access to the borrowers ability to repay a loan through insights into their credit history, opening a newly targeted prospective borrower pool, and create a superior customer experience by introducing chatbot advisors all in turn driving more volume for originators and servicers. Similar digitization opportunities are abundant in insurance technology, where the entirety of the insurance process lifecycle from customer identification to pricing, risk analytics, fraud assessment and claims management is digitally underpenetrated and riddled with inefficiencies. Additionally, business process outsourcing ( BPO ) companies can be beneficiaries of these emerging technologies as well. Their cost-sensitive customers are increasingly shifting towards mobile, adopting solutions with an enhanced cybersecurity profile and differentiated cloud computing capabilities and many BPO companies are looking for new channels to support their clients, such as social media in addition to traditional call-centers (especially pertinent during the COVID-19 crisis). Lastly, with continuous emphasis on cost reduction amidst increasing regulatory burdens and reporting requirements for financial institutions, regulatory and compliance technologies have experienced an uptick in demand as well. As breaches compromise customers personal data and tarnish companies reputation often costly to damage control the ability to securely access, store and synthesize large amounts of data becomes of paramount importance, leading to rise of distributed ledger technologies in financial services. The aforementioned shifts were already underway pre-COVID-19, but we expect the pandemic to catalyze the adoption of these trends with additional urgency, permanently reshaping the financial services industry as the domino effects of the crisis cascade through the ecosystem. As digital partnerships and touchpoints proliferate, AI/ML use and automation are expected to increase and cost bases are expected to be transformed; we believe we are well positioned to apply our transactional, operational and investing expertise to identify high-reward opportunities in this FinTech ecosystem in need of capital. In the first half of 2020, the residential mortgage market, with outstanding debt of approximately $11.2 trillion per the Federal Reserve Flow of Funds and Urban Institute, saw significant tailwinds as the low interest rate environment put almost 90% of all outstanding mortgages in-the-money for a refinance. Q1 and Q2 refinance volumes were the highest seen since Q2 2013, and estimated 2020 total mortgage origination volumes are projected to significantly exceed previous market forecasts according to the Mortgage Bankers Association, Fannie Mae and Freddie Mac. As interest rates are expected to remain low, research analysts predict refinance volumes will maintain current peak volumes until supply slows down, which could drive market participants to compete on pricing and result in compressed margins. However, the timing of such a transition remains uncertain as the refinance volume may be oversaturated with supply for the foreseeable future. On the purchase side, many investors expressed surprise at the speed by which the market recovered from COVID-19 setbacks, after initially predicting significant losses in the space due to the effect of social distancing on purchase volumes during the summer housing months. With the help of real estate property management technology and ancillary real state providers, the purchase market quickly adapted to virtual tours and closings and thus did not experience a contraction as severe as what was witnessed in previous periods of economic contraction. At the same time, some research analysts still expect that many potential homeowners delayed their house hunting activities and decisions. As a result, they expect purchase volumes to rise in the second half of 2020 as more prospective homeowners re-enter the market, aided by prevailing low interest rates; an especially favorable condition for first time purchasers, a dynamic which is further bolstered by demographic trends. Many companies in the mortgage sector experienced record volumes, revenues and profitability over the last couple of quarters may be looking for ways to capitalize on current valuations. Rocket Companies, a leading tech-enabled mortgage originator and servicer and one of the pioneers of digital mortgage solutions and a customer-centric approach, priced one of the largest traditional IPOs of 2020 to date and raised $1.8 billion (initial market capitalization of $36 billion) in the public markets in August 2020. Rocket Companies revolutionized the mortgage process as one of the first end-to-end digital experiences at the time, leveraging decades of technology investment, automated data retrieval solutions, advanced underwriting technology and tailored client approach for the ultimate front-end user experience. In addition, heightened activity and volumes drove a wave of consolidation in the adjacent industries of mortgage software platforms and data and analytics as well, as demonstrated by Black Knight s acquisition of Optimal Blue, a provider of secondary market solutions and data services to the mortgage 7 Table of Contents industry, and Intercontinental Exchange s acquisition of Ellie Mae, a cloud-based platform provider for the mortgage finance industry. As activity in this space continues to grow, we believe there will continue to be significant opportunities to invest in the mortgage technology space, as well as more traditional mortgage origination and servicing market participants. In addition, the commercial real estate market has recently experienced market dislocation and is once again grappling with an ambiguous future while recovering from the unforeseen COVID-19 crisis. Headwinds such as the unpredictability around projected GDP growth and the unemployment outlook, paired with the aftermath of the COVID-19 setback, are reminiscent (though quite different) of the challenges faced by market participants in the period immediately following the 2008 financial crisis. We believe the financing, special servicing and asset management opportunities in various commercial real estate sub-sectors will present opportunities in the near-term to capitalize on such dislocations. Sourcing, Due Diligence and Value Creation Strategy Our sourcing and value creation strategy is to identify and complete our initial business combination with a fundamentally sound, growth-oriented, market-leading company in the financial services industry that delivers a unique product or service to its customers, complements the collective investment and operational expertise of our management team and provides the target with access to capital markets to help the company grow into the next phase of its life cycle. Sourcing Philosophy and Approach We will seek to combine our proactive sourcing with a high conviction, thematic investment strategy leading to manufactured, proprietary transactions outside of competitive bidding processes. We will leverage our team s multi-decade network of potential transaction sources, ranging from owners and directors of private and public companies to private equity funds, investment bankers, lenders, attorneys, accountants and other trusted advisors. We will benefit from our relationship with Waterfall, which has over 50 investment professionals in the United States and the United Kingdom, and the experience, scale, and relationships that we believe has the potential to provide a robust and consistent flow of acquisition opportunities. Upon completion of this offering, we will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing actionable opportunities. Due Diligence Our management team and sponsor have extensive experience in performing disciplined due diligence processes that measure risk while identifying the catalysts for increased value. Through our diligence process we identify several value enhancing initiatives, including but not limited to utilizing flexible capital structures to maximize returns while controlling for risk, and develop a methodic strategic plan to install processes to implement and optimize those initiatives post business combination. We believe COVID-19 has created an attractive climate to evaluate management teams, business models, durability of earnings and market sector winners and losers during a high stress, shifting market environment. Our experience along with our well-established network of key industry partners with specialized knowledge (accounting, legal, regulatory, technology, etc.) will allow for an efficient and effective due diligence process. Value Creation Our investment strategy is fundamentally value oriented and focused on sectors where we have differentiated insights; additionally, we rigorously drive change through a comprehensive value creation plan framework. We favor opportunities where we can improve the risk-reward profile by providing hands-on support to implement high impact changes and accelerating the target s growth initiatives. Our management team has successfully applied this approach over the past 30 years and deployed capital in a range of market cycles. We have accomplished this by following these principles: Identify situations early where we are able to add value in a way that others don t or can t; Utilize ongoing value creation toolkit based on both revenue enhancement and margin expansion strategies; 8 Table of Contents Pursue accretive M&A opportunities; Leverage extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies with transition to public ownership; Manufacture off-the-run deal flow as we leverage the broader Waterfall platform as well as our management team s networks across credit, permanent capital and private equity businesses to create a differentiated and proprietary spectrum of investment opportunities; and Tap into vast potential transaction sources such as sponsor monetization, corporate carve-outs, private equity orphans, and founder- / entrepreneur-owned private businesses prior to sale or IPO process. We do not intend to limit our search to one segment of the financial services ecosystem, but will instead target a wide variety of businesses that deliver a solution or product to the financial services end-market. We believe that our management team s extensive experience and demonstrated success in advising and investing in businesses in this industry provides us with a unique set of capabilities that will be utilized in generating stockholder returns. We anticipate that our broad networks will deliver access to a broad and diverse spectrum of potential business combination targets across the financial services landscape. In addition to any potential business candidates we may identify on our own, we expect that other target business candidates will be brought to our attention from various unaffiliated sources. Our acquisition strategy will leverage the network of proprietary deal sources through proactive outreach, as well as receptivity to inbound ideas. Acquisition Criteria Consistent with our investment themes and business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We expect that no individual criterion will entirely determine a decision to pursue a particular opportunity. We intend to seek to acquire companies that we believe: are fundamentally sound businesses that have a sustainable business model with the ability to successfully navigate the ebbs and flows of an economic downturn, and changes in the industry landscape and regulatory environment; can benefit from the vast network, experience and guidance of our management team; have a defensible market position and demonstrate differentiated competitive advantages with high barriers to entry against new competitors; have recurring, predictable revenues and the history of, or the near-term potential to, generate stable and sustainable free cash flow; exhibit unrecognized value, desirable returns on capital, and a need for capital to achieve the company s growth strategy; are able to structure around or ring fence exposure to legacy assets to the extent desirable to enhance stockholder returns or reduce volatility of such returns; have the potential for strong and continued growth both organically and through add-on acquisitions; are at an inflection point and would benefit from a catalyst such as incremental capital, innovation through new operational practices and application of innovative financial services technologies, product creation or additional management expertise; have publicly traded comparable companies which operate in a similar industry sector or which have similar operating metrics which may help establish that the valuation of our initial business combination is attractive relative to such public peers; and are positioned to be a publicly traded company and can benefit from being a publicly traded company, with access to broader and more efficient capital markets, to drive improved financial performance and achieve the company s business strategy. 9 Table of Contents These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. We may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination. We intend to acquire a company with an enterprise value significantly above the net proceeds of this offering and the sale of the private placement warrants. Depending on the size of the transaction or the number of public shares we become obligated to redeem, we may potentially utilize several additional financing sources, including but not limited to the issuance of additional securities to the sellers of a target business, debt issued by banks or other lenders or the owners of the target, a private placement of equity or debt, or a combination of the foregoing. If we do not complete our initial business combination within the required time period, including because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient to meet our obligations or our working capital needs, we may need to obtain additional financing. Initial Business Combination In accordance with the rules of the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of net assets test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of net assets test, as well as the basis for our determinations. If our board of directors is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the target company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our stockholders. However, if required under applicable law, any proxy statement that we deliver to stockholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for 10 Table of Contents it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to foregoing, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Our Business Combination Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial, operational, legal and other information about the target and its industry. We will also utilize our management team s operational and capital planning experience. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. Each of our directors and officers will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor or our officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. 11 Table of Contents Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such officer s and director s fiduciary duties, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity, or in the case of a non-compete restriction, may not present such opportunity to us at all. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties or obligations to materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. In addition, officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See Risk Factors Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. We do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Corporate Information Our executive offices are located at 1900 Sunset Harbour Dr., Suite 2102, Miami Beach, FL 33139, and our telephone number is (203) 856-3033. We plan to maintain a corporate website at cascadespac.com. The information contained on or accessible through our corporate website (if any) or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. 12 Table of Contents We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of Class A common stock that are held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues equalled or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeded $700 million as of the prior June 30. 13 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001822366_altitude_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001822366_altitude_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bb25764e35991322a514bfe11037f072fa861266
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001822366_altitude_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to Altitude Acquisition Corp., a Delaware corporation; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; founder shares are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors; directors are to our current directors and director nominees; common stock are to our Class A common stock and our Class B common stock; public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; and sponsor are to Altitude Acquisition Holdco LLC, a Delaware limited liability company. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Table of Contents If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant(2) 28,750,000 Units $10.00 $287,500,000 $37,317.50 Shares of Class A common stock included as part of the units(3) 28,750,000 Shares (4) Redeemable warrants included as part of the units(3) 14,375,000 Warrants (4) Total $287,500,000 $37,317.50(5) (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 3,750,000 units, consisting of 3,750,000 shares of Class A common stock and 1,875,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents GENERAL We are a blank check company newly incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target with respect to an initial business combination with us. OVERVIEW We intend to focus our efforts on identifying a prospective target business with either all or a substantial portion of its activities around the globe. We intend to focus on travel, travel technology and travel-related businesses with an enterprise value of $1 billion or more with either business-to-business ( B2B ) or business-to-consumer ( B2C ) focuses, that have compelling growth opportunities with strong underlying demand drivers which include travel-related platforms including, but not limited to, fintech for travel payment and reimbursements; online travel agents and travel booking engines; revenue, payment and expense management services; travel management companies; airline services; alternative accommodation; mobile-based travel solutions and the sharing economy in travel. We expect that these target companies will have characteristics appropriate for public companies. As we focus our efforts on identifying a prospective target company or business, we will seek to capitalize on the multiple decades of combined investment and operational experience and deep relationship networks of our founders, Gavin Isaacs, Thomas Breitling and Gary Teplis. However, we do not intend to target entities associated with the founders such as Teplis Travel Service, L.P., SBTech Limited or DraftKings, Inc. Notwithstanding the foregoing, our efforts on identifying a prospective target company or business will not be limited to a specific industry or geographic region. Travel and tourism directly contributed approximately $2.9 trillion to global GDP in 2019, according to Statista. Prior to the COVID-19 pandemic, the travel industry was one of the largest and fastest growing economic sectors in the world. In 2019, $1.7 trillion was spent on travel globally according to Phocuswright research and is expected to resume once COVID-19 dislocation subsides. We believe that the COVID-19 pandemic has created a temporary market dislocation for many travel, travel technology and travel-related businesses, adversely affecting the ability of privately-held companies and business divisions in these sectors to access public markets through traditional initial public offerings, as well as the ability of public companies to effectuate spin-offs to refocus on their core operations. As such, the travel industry has been among the largest segments for private investment. Travel management and arrangements, alternative accommodations, ticketing and reservation services, as well as the respective revenue and expense management tech stacks are highly fragmented. We believe that the leading platform companies can scale organically and consolidate undercapitalized business amid COVID-19. Massive investment into the space has created potential industry disruptors which was positioned to succeed when the travel market recovers. According to data from Lufthansa Innovation Lab, venture capital funding into travel and mobility companies reached new heights in 2018 raising $43.1 billion. The travel industry has limited SPAC participants despite numerous high-quality and sizable targets. We believe there are many potential targets within the travel space that are attractive acquisition opportunities and positioned to deliver substantial value to stockholders in the public markets due to strong public equity investor demand amid the post-COVID-19 recovery. OUR MANAGEMENT TEAM Our leadership team consists of experienced operators, with deep experience managing companies, creating synergistic business combinations and driving operating profit growth through optimizing operations. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED NOVEMBER 30, 2020 $250,000,000 Altitude Acquisition Corp. 25,000,000 Units Altitude Acquisition Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 18 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Altitude Acquisition Holdco LLC, has committed to purchase an aggregate of 7,000,000 private placement warrants (or 7,750,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $7,000,000 in the aggregate (or $7,750,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our initial stockholders currently own an aggregate of 7,187,500 shares of Class B common stock (up to 937,500 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Currently, there is no public market for our units, Class A common stock or warrants. We intend to apply to have our units listed on The Nasdaq Capital Market, or Nasdaq, under the symbol ALTUU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the shares of Class A common stock and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Cantor Fitzgerald & Co., the representative of the underwriters of this offering, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols ALTU and ALTUW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 32 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 13,750,000 Proceeds, before expenses, to us $ 9.45 $ 236,250,000 (1) $0.20 per unit, or $5,000,000 in the aggregate (or $5,750,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $8,750,000 in the aggregate (or $10,062,500 if the underwriters over-allotment option is exercised in full), payable to the representative of the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the representative of the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $5,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $5,750,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Sole Bookrunner Cantor Co-Manager Odeon Capital Group, LLC , 2020 Table of Contents Collectively, our leadership team possess a wide-ranging set of competencies, including public market experience, corporate finance and analysis and has an extensive track record of delivering growth and value creation. Our leadership team has a long and successful history of working together in different capacities and in closing transactions. Our Non-Executive Chairman Nominee, Gavin Isaacs, who will serve in the role following the completion of this offering, has a proven track record of success in running public companies as well as in leading company combinations and driving strong growth. Mr. Isaacs currently serves as a Director of DraftKings, Inc., and is on the Board of Directors of Galaxy Gaming Ltd. Mr. Isaacs is also an advisor to Jackpocket, an online lottery app. Mr. Isaacs was recently the Non-Executive Chairman of SBTech Limited, a leader in sports betting technology. In 2020, SBTech Limited merged with Diamond Eagle Acquisition Corp. and DraftKings Inc. Previously, Mr. Isaacs served in numerous leadership capacities for Scientific Games Corp. ( Sci Games ), including serving as the President and Chief Executive Officer of Sci Games from 2014 to 2016, serving as a member of the Board of Directors of Sci Games from 2014 and serving as the Vice Chairman of the Board of Directors of Sci Games from 2016 until his resignation in 2018. As a member of the leadership team at Sci Games, Mr. Isaacs was an integral part of the key strategic shifts made by the company during his tenure. Mr. Isaacs was instrumental in Sci Games $5.1 billion acquisition of Bally Technologies in 2014. Mr. Isaacs also actively supported business development and customer relationships at Sci Games through a strong partnership with the company s internal teams. At Sci Games, whose 2016 revenue was approximately $2.9 billion, Mr. Isaacs was instrumental in creating a leading gaming and lottery entertainment company that operated under a portfolio of successful brands, including Bally, Barcrest, Global Draw, SG Lottery, SG Digital, Shuffle Master, and WMS. Prior to joining Sci Games in 2014, Mr. Isaacs served for three years as the Chief Executive Officer of SHFL Entertainment Inc. ( SHFL ) from 2011 to 2013, where he grew the company to record revenues, globally expanded the slot business, and created meaningful opportunities in specialty table-game brands both in brick-and-mortar casinos and online. Prior to joining SHFL, Mr. Isaacs served as Executive Vice President and Chief Operating Officer of Bally Technologies Inc. ( Bally ), where he oversaw the rollout of the company s new slot platform and sophisticated new slot cabinet family and was responsible for double-digit growth of participation revenue, as well as the company s re-entrance into the Australia market. Prior to joining Bally, Mr. Isaacs served for nearly eight years with Aristocrat Leisure Limited. Prior to that, he served three years as a partner with the Australia law firm DLA Phillips Fox. Our Vice Chairman Nominee, Thomas Breitling, who will serve in the role following the completion of this offering, has spent his career building, operating, and investing in travel related businesses in both privately-held and publicly-traded companies. Mr. Breitling co-founded Travelscape.com which revolutionized hotel and vacation package reservations in the travel industry. Travelscape.com was a consumer-direct online travel wholesaler serving popular destination markets across the United States, including Las Vegas, Orlando, New York, San Francisco, and Hawaii. Travelscape.com offered low prices on a variety of accommodation and transportation alternatives. Mr. Breitling capitalized on the growth of Las Vegas as a destination, the hospitality industry and the internet and propelled Travelscape.com sales to over $100 million in 1999. In 2000, he oversaw the acquisition of Travelscape.com by Expedia Holdings in a deal valued at more than a $95 million. After the transaction, Mr. Breitling served as a member of the Board of Directors of Expedia Holdings in 2002 and 2003. In 2004, together with a partner, Mr. Breitling completed the acquisition of both the Golden Nugget Las Vegas Hotel and Casino and the Golden Nugget Laughlin Hotel and Casino (together the Golden Nugget ) for $215 million. Mr. Breitling s unique style of operation later became the subject of the Fox TV reality show, The Casino and won him international fame. In 2005, Mr. Breitling sold the Golden Nugget to Landry s Restaurant Inc. for approximately $340 million. Mr. Breitling also served as Senior Vice President of Strategy and Development at the Wynn Resorts from 2008 to 2010. Mr. Breitling also co-founded Trifecta Hospitality in 2018. Table of Contents Our President, Chief Executive Officer and Director, Gary Teplis, has been in the travel industry for approximately 35 years, working to build Teplis Travel into a top 25 Travel Management Company ( TMC ) in the country. Mr. Teplis currently serves as Chief Executive Officer of Teplis Travel. Teplis Travel, founded in 1972, is a world-class TMC servicing over 200 corporate clients worldwide. As an affiliate of the Frosch Global Travel Network, Teplis Travel operates globally across 6 continents, with 23 Centers of Excellence and local in-country currency and ticketing in over 50 countries. Teplis Travel is also part of the Signature Travel Network, a member-owned travel cooperative of over 290 leading U.S. retail travel agencies with $7 billion in travel buying power. Since Mr. Teplis became CEO in 2010, Teplis Travel has grown annual gross revenues by almost 56% through the end of fiscal year 2019. In addition, Mr. Teplis has been an active public equity, private-equity and angel investor in a multitude of industries for many years. Mr. Teplis was a lead investor in Travelscape.com. We are confident that the combined experience of our management team makes us well situated to identify, source, negotiate and execute an initial business combination with an attractive company or business in the travel and travel technology sectors. Acquisition opportunities will be sourced from our founders operating network of executives, investors, and advisors. Our founders will employ a disciplined and highly selective process and expect to add value to a target company through add-on acquisitions, capital structure optimization and operational improvements. We believe that our management team is well positioned to identify attractive business combination opportunities with a compelling industry backdrop and an opportunity for transformational growth. Our objectives are to generate attractive returns for our stockholders and enhance value through improving operational performance of the acquired company. We expect to favor potential target companies with certain industry and business characteristics. Key industry characteristics include compelling long-term growth prospects, attractive competitive dynamics, consolidation opportunities, the ability to disrupt the incumbent operators, and the ability to advance its best-in-class technology to create operating efficiencies for its customers. Key business characteristics include high barriers to entry, significant streams of recurring revenue with low customer churn, opportunity for operational improvement, attractive steady-state margins, high incremental margins when operating at scale, low capital intensity, and ability to generate free cash flow. With respect to the above, past experience or performance of our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of future performance. Our management team and their respective affiliates have been involved with many public and private companies in addition to those identified above, not all of which have achieved similar performance levels. No member of our management team has had management experience with special purpose acquisition corporation in the past. See Risk Factors Past performance by our management team may not be indicative of future performance of an investment in us. For a complete list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. For more information on the experience and background of our management team, see the section entitled Management. Table of Contents BUSINESS STRATEGY We believe our leadership team s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial business combination targets. Over the course of their careers, the members of our management team and our directors and advisors have developed a broad network of contacts and corporate relationships around the world, which includes private equity firms, venture capitalists and entrepreneurs. This network has continued to grow: (1) through the activities of our leadership team, including sourcing, acquiring and financing businesses, (2) through the reputation of our leadership team for integrity and fair dealing with sellers, financing sources and target management teams, and (3) through the experience of our leadership team in executing transactions under varying economic and financial market conditions. In addition, members of our leadership team have developed contacts derived directly from serving on the boards of directors of several public and private companies. This network has provided our leadership team with a flow of referrals, which in the past has resulted in transactions which were proprietary or where a limited group of investors were invited to participate in the process. We believe that this network will provide us with multiple business combination opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention by various unaffiliated sources, including participants in our targeted markets and their advisors, private equity funds and large business enterprises seeking to divest non-core assets or divisions. This network has been developed through our leadership team s demonstrated success both investing in and operating businesses across a variety of industries, developing a distinctive combination of capabilities including: a track record of creating and growing large scale platforms in the public markets; extensive M&A experience, including driving transformational transactions; the ability to enhance and advise management teams as they transition from private to public markets; experience driving capital allocation decisions at the corporate level; understanding of public market performance and requirements; history of sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses; deep relationships with sellers, financing providers and target management teams; and an extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies with transition to public ownership. Upon completion of this offering, our leadership team will communicate with their network of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. ACQUISITION CRITERIA Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that we believe: operate in attractive markets and sectors; Table of Contents are fundamentally sound, without excessive financial leverage, and can unlock and enhance stockholder value through a combination with us, thereby offering attractive risk-adjusted returns for our stockholders; have transformative business models and strong management teams with a proven track record of driving revenue growth, enhancing operating margins and creating shareholder value; have a recognized brand within the travel industry, either in B2B or B2C travel and technology universe; have significant runway for growth and are positioned to take substantial market share during the post COVID-19 recovery growth opportunity; have a history of, or potential for, free cash flow generation, with a scalable business model with predictable and recurring revenue streams; have a low capital intensity model, that can grow both organically and, where we believe our ability to source proprietary opportunities and execute transactions will help the business grow, through acquisitions; have a leading or niche market position that demonstrates advantages when compared to their competitors and the potential to disrupt incumbents in their markets, which may help to create barriers to entry against new competitors; and can benefit from being a publicly traded company, with access to broader capital markets, to achieve the company s growth strategy. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. OUR ACQUISITION PROCESS In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial, operational, legal and other information about the target and its industry. We will also utilize our management team s operational and capital structuring experience. Each of our directors and officers will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Table of Contents Further, such directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination. Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such officer s and director s fiduciary duties, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties or obligations to materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. In addition, our founders, officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See Risk Factors Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. INITIAL BUSINESS COMBINATION In accordance with the rules of the NASDAQ, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting discounts held in trust) at the time of signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of net assets test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of net assets test, as well as the basis for our determinations. If our board of directors is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the target company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair Table of Contents market value of the target business meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our stockholders. However, if required under applicable law, any proxy statement that we deliver to stockholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to foregoing, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. SOURCING OF POTENTIAL INITIAL BUSINESS COMBINATION TARGETS We believe our management team is well positioned to identify unique opportunities across the private company landscape in the technology sector. Our selection process will leverage our relationships with leading technology company founders, executives of private and public companies, venture capitalists, private equity and growth equity funds. Table of Contents We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriter or other advisors. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our founders and our directors and officers may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. CORPORATE INFORMATION Our executive offices are located at 400 Perimeter Center Terrace Suite 151, Atlanta, GA 30346, and our telephone number is (800) 950-2950. The information contained on or accessible through our corporate website (if any) or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. Table of Contents We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of Class A common stock that are held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th. Table of Contents THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 25,000,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-half of one redeemable warrant. Proposed Nasdaq symbols Units: ALTUU Class A common stock: ALTU Warrants: ALTUW Trading commencement and separation of shares of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Cantor Fitzgerald & Co. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will Table of Contents be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 25,000,000(1) Common stock: Number outstanding before this offering 7,187,500(2)(3) Number outstanding after this offering 31,250,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 7,000,000(1) Number of warrants to be outstanding after this offering and the private placement 19,500,000(1) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-half of one warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 937,500 founder shares by our initial stockholders for no consideration. (2) Includes up to 937,500 founder shares that will be forfeited by our initial stockholders depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 25,000,000 public shares and 6,250,000 founder shares. Table of Contents Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance), (the Newly Issued Price ) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of warrants for cash will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon Table of Contents exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash Once the warrants become exercisable, we may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination as described elsewhere in this prospectus) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants for cash unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is Table of Contents available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. None of the private placement warrants will be redeemable by us so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees. Cashless exercise If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value will mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see Description of Securities Warrants Public Stockholders Warrants for additional information. Founder shares On August 12, 2020, our sponsor purchased an aggregate of 8,625,000 founder shares for a purchase price of $25,000, or approximately $0.003 per share. On November 30, 2020, our sponsor surrendered 1,437,500 founder shares back to the Company for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock outstanding. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 28,750,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 937,500 of the founder shares will be forfeited depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Table of Contents Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial stockholders, on an as-converted basis, at 20.0% of our issued and outstanding common stock upon the consummation of this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 18 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, Table of Contents as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) if we consummate a transaction after our initial business combination which results in our stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our Table of Contents sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Voting Rights Holders of record of our Class A common stock and holders of record of our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 7,000,000 private placement warrants (or 7,750,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $7,000,000 in the aggregate (or $7,750,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $250 million (or $287.5 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 18 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by their initial purchasers or their permitted transferees (except as described below under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). If the private placement warrants are held by holders other than their initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $250 million, or $287.5 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Table of Contents Transfer & Trust Company acting as trustee, after deducting $5,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $5,750,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $8,750,000 (or up to $10,062,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 18 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $250,000 per year, assuming an interest rate of 0.1% per year; however we can provided no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and Table of Contents any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.00 per warrant, at the option of the lender. Conditions to completing our initial business combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock or shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination Table of Contents involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted purchases of our securities for a description of how our sponsor, initial stockholders, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such Table of Contents purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the representative of the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares they hold and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq s stockholder approval rules. Table of Contents The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our second amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need only 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and Table of Contents file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any Table of Contents certificates or shares delivered by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to Table of Contents redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the representative of the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 18 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 18-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and Table of Contents our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18-month time period. Our initial stockholders have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 18 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation. However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 18-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 18 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking stockholder approval of such proposal, and in Table of Contents connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account. Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to our sponsor of $10,000 per month for office space, secretarial and administrative services provided to members of our management team; Payment of a $7,500 per month consulting fee to Kevin Schubert, our Chief Operating Officer; Payment of a $5,000 per month consulting fee to Adeel Rouf, our Senior Vice President of Corporate Finance; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001822553_spartacus_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001822553_spartacus_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e160e17ea7c2d4b95589ecb0d3d687eff08594d4
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001822553_spartacus_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: common stock are to our Class A common stock and our Class B common stock, collectively; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); management or our management team are to our officers and directors; private placement warrants are to the warrants initially issued to our sponsor and B. Riley in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor (or permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination; sponsor are to Spartacus Sponsor LLC, a Delaware limited liability company; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; and we, us, company or our company are to Spartacus Acquisition Corporation. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Overview We are a newly organized blank check company incorporated on August 10, 2020 as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination target in any stage of its corporate evolution or in any industry or sector, we intend to focus our search on telecommunications, media and technology ( TMT ) companies. Our management team, advisor and board of directors have had significant success sourcing, acquiring, expanding and monetizing these types of companies. We believe this experience makes us exceptionally well suited to identify, negotiate and successfully execute an initial business combination with the ultimate goal of generating attractive returns for our shareholders. 1 Management Team and Board of Directors We believe our management team is well positioned to identify and evaluate target businesses within the TMT industry that would benefit from being a public company and from access to our expertise. We believe we can achieve this mission by utilizing our team s extensive experience in growing and operating TMT companies, as well as our team s broad network of contacts in the TMT sector. Our chairman and chief executive officer, Peter D. Aquino, is a seasoned TMT executive who has been successfully active in the sector since the break-up of AT&T in 1983. Over the years, Mr. Aquino s career accelerated to the C-suite and includes designing, constructing, and operating next generation TMT networks, products and services that span the globe. As an executive, innovator and entrepreneur active throughout the evolution of the TMT industry, Mr. Aquino approaches leadership positions with an attitude and culture that prioritizes investing into the tailwinds and creating value through management expertise in operations, M&A, and monetization of assets through further development and opportunistic exits. Our sponsor, its affiliates and Mr. Aquino have over 25 years of experience working together and creating value in the TMT space and as active investors in TMT. Since the mid-1990s, when competition in telecom, cable television, wireless, and broadband technologies emerged in earnest, Mr. Aquino, after a 13-year career at Bell Atlantic (now Verizon), was attracted to emerging technologies and positions embedded in developing TMT companies that were or could be pivoted towards growth areas. Mr. Aquino s interest and management expertise centered around leading companies focused on next-generation fiber builds, wireless technology expansion, and new technologies over the top of traditional telecom platforms. In addition, Mr. Aquino actively shaped companies to become more innovative and to invest in areas that could support growing data infrastructure, managed and secure network access, and new technologies ahead of the curve, such as: emerging IoT, e-sports and health, gaming and virtual reality, smart cities, and artificial intelligence and big data. A common denominator during Mr. Aquino s successful TMT career was a group of like-minded investors who enabled flexible capital structures, and an unwavering commitment to maximizing value through operational expertise and deal timing. A group of these financially successful and well-known investors make up the primary investors in our sponsor. Mr. Aquino and the five other members of the board have a history of working together and are extremely experienced in the TMT industry. Collectively, the group s track record includes several successful ventures over the last three decades in the target enterprise value range of $1 billion to $3 billion. Areas of success include the acquisition, operations improvement and financing of both value and growth companies across emerging TMT platforms. The team has collective experience in both wired and wireless technologies, spectrum assets, and emerging technologies in the TMT space. The team has acquired, restructured, and scaled up public companies in high-growth metropolitan markets throughout the United States, North America, and beyond. Over the course of the digital revolution in TMT, Mr. Aquino and our experienced board of directors developed a solid track record of working in partnerships with other companies, as well as with other investors, to achieve maximum value potential. The collective team has worked together or independently on numerous success stories, including cable overbuilder RCN Corporation ( RCN ) (bolting on Con Edison and NEON Communications fiber networks), the global telecom portfolio of Primus Telecom Group, Inc. (with data center portfolios and UCaaS products), wireless operator Leap Wireless International, Inc. (restructured and recapitalized), TiVo Inc. and its patented DVR and streaming portfolio (one of the first to adopt as a cable operator), the XO Communications, Inc. and Allegiance Telecom, Inc. merger (restructured and advised), FiberTower Corporation and Straight Path Communications Inc. spectrum assets (acquired and monetized in an exciting competitive auction). The Miller Family Office ( MILFAM ) and CCUR Holdings, Inc. (OTCQB: CCUR), affiliates of the sponsor, represent a collaboration between two TMT focused groups with 30+ years of investment experience in the TMT industry and highly successful track records. MILFAM has significant experience investing in TMT across the corporate life cycle, ranging from venture capital to distressed and CCUR is a publicly listed holding company whose management team and affiliates have a strong track record of investing in TMT, with a focus on financial restructurings, operational improvements, asset monetization and successful exits. The principals and affiliates of MILFAM and CCUR share a deep history with our Chairman and CEO, who has served as a public company CEO, board member and adviser to them since the mid-90s. They also have significant expertise in identifying and executing around compelling TMT investment themes as demonstrated through investments in companies including 2 TelCove, Globix Corporation, Alaska Communications, NEON Communications, Straight Path Communications, Inc., RCN Corporation, Leap Wireless International, Iridium Communications Inc., First Avenue Networks Inc., FiberTower Corporation ( FiberTower ), PHAZR Inc., AboveNet Inc., Integra Telecom, iBasis, Teletrac Navman, 360 Networks, Inc., Allegiance Telecom, Inc., Lumos Networks, Primus Telecom Group, Inc. ( Primus ), Focul Solutions, TpX Communication (f/k/a TelePacific Communications), Next Nav, MPower Communications Corp., WCS, Microcell Telecom, Metrocom, Microcell Telecommunications Inc., Motient Corporation and FairPoint Communications. Members of our management team and principals and affiliates of MILFAM and/or CCUR led the successful transformation and asset monetization of Primus, putting the company on track as a leading competitive telecom and infrastructure provider in Canada, Australia, and the US. Through investment into attractive growth trends in data storage, internet access, and high capacity fiber transport for the enterprise market, the Company was optimized and positioned for a sale. Primus relisted on the New York Stock Exchange and all business units were ultimately sold through several transactions. Primus Australia was sold to a strategic buyer, Primus Canada data centers were sold to Rogers Communications and Primus Canada to a private equity firm. These numerous transactions over two and a half years unlocked significant value for stakeholders. Members of our management team and principals and affiliates of MILFAM and/or CCUR also led the successful strategic transformation, repositioning and sale of RCN. The Company was transformed from an analog to an all digital-HDTV cable network and a new metro fiber business unit was created. Two strategic bolt-on deals with ConEd and Neon Communications materially boosted the fiber unit s scale and value. RCN was also one of the first companies to renegotiate programming contracts to increase operating margins and pave the way for streaming rights, pioneering the deployment of DVRs in the network to increase revenue and margins from IoT and live streaming. RCN was sold for $1.2B in 2010. Mr. Aquino partnered with Pamplona PE to transform and eventually sell Lumos Neworks ( Lumos ), where principles and affiliates of MILFAM and/or CCUR were also active investors. Lumos was transformed from a rural local exchange carrier ( RLEC ) to a higher value emerging fiber-to-the tower leader, enabling 5G development and re-engineering the backbone network to handle growing bandwidth requirements efficiently. Lumos was sold to EQT Infrastructure in 2017 for nearly $1 billion, representing an approximate 10x EBITDA multiple, significant expansion from historical RLEC multiples of 6x EBITDA. Members of our management team and principals and affiliates of MILFAM and/or CCUR were also early adopters and investors in wireless spectrum and technology. Significant investments in Straight Path Communications, FiberTower, and PHAZR were part of a thesis around 5G and the importance of millimeter wave spectrum for next-gen mobile networks. FiberTower underwent a successful restructuring and subsequent years of litigation with the FCC to recover previously terminated spectrum licenses before leading a sale to AT&T. All three investments were successfully monetized, with Straight Path sold to Verizon for $3.1 billion in May 2017, FiberTower sold to AT&T for $207 million in early 2018, and PHAZR sold to JMA Wireless in December 2018. Telecom, specifically, is very compelling with a large inventory of maturing private investments clustered around verticals well understood by the management team. Ever-increasing bandwidth requirements have driven a large volume of venture capital investment around technology themes such as 5G, IoT, fiber tech, network infrastructure, cloud, smart cities and autonomous vehicles. 5G speeds are expected to enhance wireless connection speeds 100x over existing technologies, enabling mobile devices to function as connected supercomputers and leading to a speed revolution. Rapid technology change (i.e. big data, cloud) and platform evolution (i.e. 5G) has created upheaval in business strategies and significant new opportunity or operational resets and new business models. Spartacus is positioned to capitalize on the evolving TMT sector. Late stage venture capital investments in private U.S. TMT companies has increased from $4.2 billion in 2010 to $54.7 billion in 2018. Private equity investments in private U.S. TMT companies has increased from $13 billion in 2010 to $59.7 billion in 2018. Together, the management team, advisor and board and knowledgeable investors are in a strong position to attract a large pool of potential target companies from which they can select the best investment opportunities. Characteristics and attributes of the targeted companies on our list include: attractive market and competitive dynamics; compelling long-term growth prospects; 3 leadership in technology driven transformation; high barriers to entry for new entrants; low or manageable risks of technological obsolescence; defensible position in intellectual property; strong recurring revenues; attractive steady-state margins; high incremental margins; opportunities for operational improvement; and opportunities for further consolidation. Our Company s management team, advisor, sponsor, and their respective affiliates include successful telecom investors. Collectively, our team is extremely familiar with the TMT landscape and has invested, operated, restructured, acquired, and sold companies throughout market cycles of emerging technologies such as fiber, Internet, and spectrum. This cohesiveness gives us a unique advantage to move quickly to capture value. The board of directors comprises hands-on individuals who already have years of experience working with each other in various roles, such as executive management and/or board members, including chairman, lead independent directors and public company chief executive officer. We are differentiated from other blank check companies by our hands-on approach and close industry relationships. We are experienced executives and investors with a very deep background in TMT. Given this familiarity with the industry and the team we have assembled, we have confidence that we can quickly identify value potential, confirm our thesis for acquisition, and move forward to close within the set timeframe. Our sponsor will be very engaged in the process and will partner with the other members of our management team and advisor to work through the pipeline. We will leverage the expertise and extended talent in Mr. Aquino s vast network, as well as our sponsor, management team, and their respective affiliates, to make our first acquisition company very successful. The extensive TMT background amongst the top three board members, Mr. Aquino, Mr. Howe, and Mr. Day, alone, adds up to over 80 years of specific investment and operations experience in our Company s core sector. The past performance of our management team, advisor, or their respective affiliates is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management team s, advisor s, or their respective affiliates performance as indicative of our future performance. Our management team and their respective affiliates have been involved with a large number of public and private companies in addition to those identified above, not all of which have achieved similar performance levels. See Risk Factors Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us or in the future performance of any business that we may acquire. Business Strategy Our management team s objective is to generate attractive returns and create value for our stockholders by identifying attractive investment opportunities that could benefit from the addition of capital, management expertise, industry know-how and strategic insight. We will leverage the operational expertise and extensive TMT industry knowledge of our management team and board to identify and complete our initial business combination with a quality company that fits our criteria for value creation through our involvement. Based on our core competencies to target companies that leverage catalysts in the marketplace for superior growth, we believe that we can generate attractive returns for our stockholders. 4 We intend to source initial business combination opportunities through our management team s, board of directors , advisor s and sponsor s extensive networks. A universe of potential targets is being identified through a series of criteria to filter the most attractive and actionable opportunities in our available time horizon. This universe is supplemented by the network that we collectively and uniquely possess from years of experience developing relationships with the C-suite of our generation, other TMT investors and family offices. Our management team, led by our chairman and chief executive officer, has deep experience in: operating public and private companies, setting the vision and execution of business strategies to maximize value for all stakeholders; mentoring and sourcing experienced and leading talent to help advance company business objectives; identifying industry business trends that drive organic growth and business development programs that strengthen operations performance to facilitate value creation; executing strategic transactions that enhance value, open opportunities to monetize assets and leap-frog technologies that best position companies for exponential growth; and fostering relationships with sophisticated investors and board members who also understand capital markets and the importance of speed of execution in a competitive marketplace for quality assets. Additionally, we expect our advisor, David Williams, to (i) assist us in sourcing and negotiating with potential business combination targets, (ii) provide his business insights when we assess potential business combination targets, including targets in and related to the wireless telecommunications industry, and (iii) upon our request, provide his business insights as we work to create additional value in the businesses that we acquire. In this regard, Mr. Williams will fulfill some of the same functions as our directors. However, Mr. Williams has no written advisory agreement with us. Mr. Williams holds membership interests in our sponsor but will receive no other compensation for his services. We may modify or expand our roster of advisors as we source potential business combination targets or create value in businesses that we may acquire. We believe our industry experience and extensive network will lead to well over 200 companies with a target enterprise value of approximately $1 billion to $3 billion initially, primarily focused on opportunities in the United States. We will be proactive and open to pursuing opportunities that are also tangentially related to our target sector and geography, if the opportunity is compelling. Our main objective is to focus on our process to filter, narrow, identify, and execute a business combination with a target company that checks the box on most, if not all, of our selection criteria. Below is an outline of our target selection process. Business Combination Criteria Consistent with our business strategy, we have developed the following criteria and guidelines that we believe are important in selecting the most attractive business combination target. We intend to use these guidelines, combined with our management team s experience and expertise, to methodically identify, filter and select our short list of actionable target companies. While we intend to utilize these criteria in evaluating business combination opportunities, we expect that no individual criterion will entirely determine a decision to pursue a particular investment opportunity. Further, we remain flexible to pursue any unique TMT opportunity that may not meet one or more of these criteria. Our detailed process will allow us to logically and methodically sift through potentially hundreds of TMT target companies, from core network and traditional media assets to advanced technologies gaining momentum and showing potential for rapid acceleration. We will capitalize on the unique internal resources of our management team and board, who are active in the TMT space, to identify a short list of potential target companies based on size and progress towards a tailwind product or service. We will delineate between capital-intensive and capital-light, i.e., software prospects that are accessible through primary relationships or approachable through our vast network of professional contacts. 5 Our criteria and process methodology are as follows: Middle-market TMT-focused businesses. We intend to seek candidates with an enterprise value of approximately $1 billion to $3 billion. We will seek to prioritize private companies who are capable of pivoting or are already capitalizing on current TMT tailwinds that are apparent in this digital revolution. Strong anticipated cash-flow profile. Given U.S. domination in advancements in TMT, we intend to focus on U.S. companies that are advanced in their business planning and execution towards TMT products and services of the future. We will search for companies that produce healthy cash flows or are well on this path based on scalability of operations and technology. We intend to focus on candidates with strong recurring revenue and cash-flow potential over the long term. Our management team s metric-driven approach and additional access to capital will serve to further enhance competitive strengths. Compelling growth prospects. We intend to focus on high-growth potential targets that address increasing demand for: next generation fiber, supporting the emergence of 5G mobilization and higher bandwidth needs; numerous software development companies addressing IoT revolution; products that support smart cities, connected cars, VR/AR, etc.; advancements in customer relationship management ( CRM ), operating support systems, customer care, e-commerce, etc.; unique content from entertainment to healthcare, that can be streamed over advanced networks; and all forms of digital consumer and business products accessible via mobile applications. Established businesses. We will primarily evaluate established companies with momentum into a tailwind. We intend to focus on companies with a history of strong operating and financial results and strong fundamentals, who are market leaders or potential market leaders with a large total available market and high long-term growth potential. We do not intend to acquire start-up companies or companies without a path to long-term profitability. Opportunities for add-on acquisitions. We will seek to include companies that are material platforms that can produce organic growth in their current state and will greatly benefit from synergistic add-on acquisitions. We believe our ability to source proprietary opportunities and execute such transactions will help the acquired business grow through acquisition, and thus serve as a platform for further add-on acquisitions. Differentiated products or services. We intend to favor acquisition targets that have a strong competitive advantage or are advanced in their momentum in generating new business. Our internal approach is to group similar companies in categories and rank their expected leadership position among the peer group. To the extent a target company can benefit from our expertise to become the best in class, we will prioritize such target company. Strong management teams. We will consider the target company s management team as an essential component of our comprehensive review process. The management team of the target company will be a valuable resource in the future execution of our business strategy. We will seek to partner with a potential target s management team, or supplement with our extensive professional network in TMT, to ensure execution potential is optimized. Benefit from being a public company. Companies that we expect to be most receptive to an approach by our team are the ones that can benefit greatly from becoming a public company. Our filter will include criteria that provides insight into the company s financial performance and judgment as to whether the company can benefit from being public. The combination of liquidity, full disclosure and access to public markets will enable our target companies to improve their profile and resulting value. 6 These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that from time to time our management team may deem relevant. Competitive Strengths Our business strategy will be executed following our process to filter, identify and acquire our best target company. The methodical approach will be complemented by our deep relationships in the TMT space, creating a universe of deal flow that will be unique to our management team s approach. Our selection process will leverage our chairman and chief executive officer s extensive relationships, supported by the credibility evident through having an engaged management team and sponsor that has previously worked with our management team. We believe that this cohesiveness, successful track record, and proven transaction execution will give us a competitive advantage. As a team focused on one vision, to make the most favorable acquisition available to us given the broad opportunity set of leading TMT companies across the United States, we will leverage our strong capabilities in: Constructing, managing, investing, and monetizing successful TMT companies while also delivering superior shareholder returns that are multiples greater than comparable benchmarks; Transacting in the TMT space over 30 years, with the management team and board having completed dozens of transactions that amounted to significant value creation success. This vast experience has been led by extensive TMT knowledge, understanding of timing and capital markets, and being opportunistic to maximize value; Working collaboratively with C-suite management teams to create efficient and results-oriented cultures, either through the board room, advisory roles, or leadership from within; Identifying and recruiting the best talent to execute business plans that may require operations improvement, reorganizing, M&A, and pivoting into growth. Collectively, our team is expected to be ready to assume positions within the target company, embrace an exceptional team of existing talent, and/or join the board in an oversight position to help guide the company s growth and value creation plans; Operational expertise as a value-added advantage to our target company. Our management team and extensive network of professionals can step in and operate the acquisition if necessary. During the search process, our management team is uniquely qualified to analyze and recommend courses of action for target companies. There is a certain nuance to running companies as opposed to pure investing, which will give our team an advantage in sourcing deals and executing at a higher level; and Understanding and accessing the capital markets opportunistically to keep up the business momentum. Upon completion of this offering, our management team and sponsor will rely on their deep relationships to execute an outbound strategy to move targets into actionable status. In addition, our team will take advantage of all its resources to rapidly identify an array of candidates that fit our criteria. Our Acquisition, Investment and Post-Closing Process In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things: an analysis of overall industry and competitive conditions, a review of historical financial and operating data, meetings with incumbent management and employees, interaction with third-parties who are industry experts, on-site inspection of facilities and assets, discussion with customers and suppliers, legal and other reviews as we deem appropriate. We will also utilize the expertise of our management team and our sponsor s and its affiliates resources in analyzing and evaluating operating plans, financial projections and determining the appropriate return expectations given the risk profile of the target business as well as the suitability of the target to become a public company. 7 We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, subject to certain approvals and consents. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors or, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders fairness opinions that our initial business combination is fair to us from a financial point of view. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act . Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Our Business Combination Process Members of our management team may directly or indirectly own our founder shares, common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business 8 combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination, as we believe any such opportunities presented would be smaller than what we are interested in, in different fields than what we would be interested in, or that our obligations are to entities that are not themselves in the business of engaging in business combinations. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Our officers, directors and advisor may become an officer, director or advisor of another special purpose acquisition company with a class of securities intended to be registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we have entered into a definitive agreement regarding our initial business combination. Corporate Information Our executive offices are located at 6470 E Johns Crossing, Suite 490, Duluth, GA 30097 and our telephone number is (770) 305-6434. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30 or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. 9 THE OFFERING
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001822829_ozon_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001822829_ozon_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001822829_ozon_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001822835_pine_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001822835_pine_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfad450f18680a97e17563afeaaf6d1ce66be95
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001822835_pine_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: common stock are to our Class A common stock and our Class B common stock, collectively; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our public shares issued in connection with our initial business combination including but not limited to a private placement of equity or debt; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein (for the avoidance of doubt, such shares of Class A common stock will not be public shares ); initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); management or our management team are to our officers; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor (or permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination; sponsor are to Pine Island Sponsor LLC, a Delaware limited liability company, which is affiliated with Pine Island Capital Partners (as defined below), John A. Thain, our Chairman of the Board, Philip A. Cooper, our Chief Executive Officer, and Charles G. Bridge, Jr., our Chief Financial Officer; warrants are to our redeemable warrants, which include the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; and we, us, company, our or our company are to Pine Island Acquisition Corp. Each unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. TABLE OF CONTENTS If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant (2) 28,750,000 Units $ 10.00 $ 287,500,000 $ 31,366 Shares of Class A common stock included as part of the Units (3) 28,750,000 Shares (4) Redeemable warrants included as part of the Units (3) 9,583,333 Warrants (4) Total $ 287,500,000 $ 31,366(5) (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 3,750,000 units, consisting of 3,750,000 shares of Class A common stock and 1,250,000 redeemable warrants that may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Previously paid. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS Our Company We are a newly organized blank check company incorporated in Delaware, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to a potential initial business combination with us. While we may pursue an initial business combination with a company in any sector, we intend to focus our search on defense, government service and aerospace businesses, which complements the expertise of our management team, directors and the Pine Island Capital Partners team. Pine Island Capital Partners Our sponsor is an entity affiliated with Pine Island Capital Partners. Pine Island Capital Partners is a private equity firm founded in 2018 by John A. Thain and Philip A. Cooper on the idea that a talented group of accomplished, highly respected, commercially-savvy and long-tenured former government and military officials, when fully aligned and engaged, could enable a first class investment team with better access, better information, better expertise and better management skills than those typically found in private equity firms. The team took more than two years to construct, focusing on only those compatible individuals with exceptional character, networks and relevant experience who were willing to devote time, energy and resources to build a new firm. The result is a team that is unique in the industry in both composition and operations. Pine Island Capital Partners team includes four former senators, a former House Majority Leader and longstanding board member of a large aerospace company, a former Chairman of the Joint Chiefs of Staff, a former head of U.S. Central Command (CENTCOM), a former U.S. Chief of Protocol, a former U.S. Ambassador to the United Nations for Special Political Affairs and a former Under Secretary of Defense. Although Pine Island Capital Partners is a generalist firm, given the background of its team, Pine Island Capital Partners spends the majority of its time focused in the aerospace, defense and government services sectors, where Pine Island Capital Partners believes it has extensive connections to industry leaders, unusual access to information, and often unique insights into specific companies, programs and overall market dynamics. Pine Island Capital Partners has made two acquisitions in the past six months: the acquisition of Precinmac, a precision machining business with significant exposure to aerospace and defense end markets, and InVeris Training Solutions (formerly Meggitt Training Systems), a global leader in weapons safety, judgment and tactical training solutions for military and law enforcement customers. Pine Island Capital Partners operates as a single, unified team where former leaders and commanders work with proven investment professionals across sourcing, information gathering and analysis, and operational execution. In managing the investment firm and its activities, Pine Island Capital Partners brings to bear its collective skills, knowledge and judgment to develop a unique lens through which it evaluates targets, makes investment decisions, and manages businesses. All of the Pine Island Capital Partners team members are highly engaged with the firm: all of the team members are each individually investors in the firm and will be investors in our sponsor. Our sponsor will utilize the entire Pine Island Capital Partners platform to help effect a business combination including the firm s resources in sourcing, research, analytics, diligence, underwriting, structuring and execution. We believe that with our access, network and expertise, we are well-suited to take advantage of the current and future opportunities present in the aerospace, defense and government services industries. Further, we believe the ability to assess and recruit top talent is a competitive strength of Pine Island Capital Partners and we plan to augment our team as necessary to further strengthen our capabilities and expertise as we pursue an initial business combination. Pine Island Capital Partners has a powerful network in our target industries and we expect to be able to source, diligence and execute an attractive business combination for our investors. Additionally, we believe that the reputations and networks of Pine Island Capital Partners team, both individually and collectively, will ensure exposure to a significant number of proprietary opportunities. We are seeking to make an investment in a business or businesses where our team can help create substantial value for all stakeholders and attractive returns for our investors. We expect that our target will have strong cash flow generating capabilities, a defensible competitive position, multiple avenues for growth, and will benefit from the involvement of our team. TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, Dated November 13, 2020 PRELIMINARY PROSPECTUS $250,000,000 Pine Island Acquisition Corp. 25,000,000 Units Pine Island Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,750,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination and in connection with certain amendments of our amended and restated certificate of incorporation, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares throughout this prospectus, subject to the limitations described herein. If we do not complete our business combination within 24 months from the closing of this offering or during any stockholder-approved extension period, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to the limitations described herein. Our sponsor, Pine Island Sponsor LLC, has agreed to purchase an aggregate of 4,666,667 warrants (or 5,166,667 warrants if the underwriters over-allotment option is exercised in full) at a price of $1.50 per warrant ($7,000,000 in the aggregate, or $7,750,000 if the underwriters over-allotment option is exercised in full) each exercisable to purchase one share of our Class A common stock at a price of $11.50 per share, in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Our initial stockholders, which include our sponsor, own an aggregate of 7,187,500 shares of our Class B common stock (up to 937,500 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, as described herein. Only holders of Class B common stock will have the right to vote on the election of directors and to remove directors prior to our initial business combination. On all other matters submitted to a vote of our stockholders, holders of the Class B common stock and holders of the Class A common stock will vote together as a single class, with each share of common stock entitling the holder to one vote, except as required by law. Currently, there is no public market for our units, Class A common stock or warrants. We intend to apply to list our units on the New York Stock Exchange, or the NYSE, under the symbol PIPP.U. We expect that our units will be listed on the NYSE on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Citigroup Global Markets Inc., as the representative of the underwriters (which we refer to in this prospectus as the representative ), informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on the NYSE under the symbols PIPP and PIPP WS, respectively. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 38 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 13,750,000 Proceeds, before expenses, to Pine Island Acquisition Corp. $ 9.45 $ 236,250,000 (1) Includes $0.35 per unit, or $8,750,000 (or up to $10,062,500, if the underwriters over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions that will be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, as described in this prospectus. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See the section of this prospectus entitled Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000 or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case) will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, and $2,000,000 will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Sole Book-Running Manager Citigroup , 2020 TABLE OF CONTENTS Our Management Team John A. Thain, our Chairman of the Board, is a co-founder of Pine Island Capital Partners and is the Chairman of the firm s Investment Committee. Mr. Thain has 40 years of experience in the financial services sector and has held multiple senior leadership positions at some of the world s largest financial institutions. Most recently, from 2010 to 2016, he served as CEO and Chairman of CIT Group where he successfully led the firm out of bankruptcy protection, lowered the firm s funding costs, improved returns and grew CIT substantially. Prior to CIT, Mr. Thain was the last CEO and Chairman of Merrill Lynch & Co., Inc. before orchestrating a sale to Bank of America at the height of the financial crisis. He was also CEO of the New York Stock Exchange, where he led the NYSE through successful mergers with Archipelago Holdings and Euronext to create the world s largest and most liquid exchange group, and spent nearly 25 years at Goldman Sachs, where he served as President, Co-COO, CFO, and Head of Operations, Technology and Finance. Mr. Thain currently serves as a member of the board of directors at Uber Technologies and as a member of the Supervisory Board of Deutsche Bank AG. He earned his BS from MIT and an MBA from Harvard Business School. Philip A. Cooper, our Chief Executive Officer and director, is a co-founder and managing partner of Pine Island Capital Partners. Mr. Cooper has over 40 years of experience in private equity as an entrepreneur, principal investor, fund investor, and secondary investor. Mr. Cooper was previously a Partner at Goldman Sachs, where he helped conceive, found and lead the Goldman Sachs Private Equity Group and, as chief investment officer, oversaw hundreds of investments in companies, funds and secondaries. He implemented innovative portfolio construction and risk control methods for private equity, direct and secondary investing funds, and designed and managed the Vintage Funds one of the industry s largest secondary funds. While at Goldman Sachs, Mr. Cooper served on the Goldman Sachs Asset Management Risk Committee, Operating Committee, and Goldman Sachs Technology Committee. Since retiring as a Goldman Sachs Partner in 2004, Mr. Cooper has served as a Partner or Special Partner at several private equity firms and was a Senior Lecturer in private equity at MIT s Sloan School of Business. He also served as Vice Chairman of the Forsyth Institute Investment Committee and served on the Children s Hospital (Boston) Endowment Investment Committee. Mr. Cooper earned his BA from Syracuse University and an MBA from MIT, where he was an Alfred Sloan Fellow. Charles G. Bridge, Jr., our Chief Financial Officer and Secretary, has 30 years of broad experience and knowledge in finance, private equity, fund administration and compliance, having served in executive positions for venture capital and private equity partnerships, fund of funds and operating companies. Mr. Bridge gained his private equity experience as both a General Partner and CFO. He began his private equity career in 2000 at Boston Capital Ventures, which specialized in emerging growth and information technologies investing. Following Boston Capital Ventures, in 2003, Mr. Bridge helped found Brooke Private Equity Associates, growing the firm meaningfully. After Brooke Private Equity, Mr. Bridge served as CFO of MPM Capital from September 2010 to October 2011. Most recently, Mr. Bridge served as CFO of WAVE Equity Partners from 2011 through August 2020. Mr. Bridge also owns Godding Capital, LLC, a family office founded in 2018. Mr. Bridge holds an MBA from Northeastern University and a BS in Business Administration from the University of Maine. Our Directors and the Pine Island Capital Partners Team Directors Our management team s experience is complemented by our directors and the Pine Island Capital Partners team, who bring invaluable insight into the industry landscape, deep knowledge of the industry and unparalleled defense and government experience. In addition to John A. Thain and Philip A. Cooper, who are directors, the following individuals are or will serve as our directors. Ambassador Stuart W. Holliday has agreed to serve on our board of directors. Ambassador Holliday joined the Pine Island Capital Partners team in 2018 and served as U.S. Ambassador for Special Political Affairs at the United Nations and Coordinator (Assistant Secretary) of the U.S. International Information Programs. Previously, Ambassador Holliday was Special Assistant to the President at the White House coordinating all executive branch appointments in foreign policy, defense national security and intelligence, and homeland security. He also served as Policy Advisor to then Governor of Texas on economic development, TABLE OF CONTENTS international trade, technology and military issues. Since 2006, Ambassador Holliday has served as President and CEO of Meridian International Center, a leading non-partisan institution that seeks to advance global security and prosperity through effective leadership and diplomacy. Ambassador Holliday also served as an intelligence officer in the U.S. Navy during Operation Desert Storm and is a regular contributor to CNN and Fox News. Ambassador Holliday earned a BSFS from Georgetown University and a master s degree from the London School of Economics. Ambassador Capricia P. Marshall has agreed to serve on our board of directors. Ms. Marshall joined the Pine Island Capital Partners team in 2018 and previously served as Chief of Protocol of the United States from 2009 to 2013, setting the stage for diplomacy at the highest levels. From 1997 to 2001, Ms. Marshall also served as Deputy Assistant to the President and White House Social Secretary. Ms. Marshall s book on cultural diplomacy was published in 2020 by Harper Collins division ECCO, advising readers on the use of protocol as a tool for leveraging influence. Ms. Marshall currently serves as Ambassador-in-Residence at the Atlantic Council in Washington, DC and as President of Global Engagement Strategies, which advises international public and private clients on issues relating to the nexus of business and politics. Ms. Marshall is also on the Case Western University International Advisory Board, the Boards of Trustees for the Blair House Restoration Fund and the Sibley Memorial Hospital, and is a member of the Council of American Ambassadors. Ms. Marshall earned her BA from Purdue University and a JD from Case Western Reserve University School of Law. Michael E. Roemer has agreed to serve on our board of directors. Mr. Roemer previously served as Chief Compliance Officer for Wells Fargo from January 2018 through August 2020. Prior to joining Wells Fargo, Mr. Roemer was the group head of compliance at Barclays PLC in London, United Kingdom from 2014 through 2017. He was a member of the executive committee and also served as the co-chair of Barclays executive diversity and inclusion committee. Mr Roemer was the Chief Internal Audit Executive at Barclays from 2012 through 2013. Prior to his time at Barclays, Mr. Roemer served as chief auditor at CIT Group Inc., reporting directly to the board audit committee with global responsibility for the internal audit function. Prior to CIT Group, he was the chief audit executive at AIG from 2005 to 2009. Prior to AIG, he spent 23 years at JP Morgan Chase and its predecessor organizations. Mr. Roemer serves on the board of directors of the Ronald McDonald House of New York and is the audit committee chair. Previously, he served on the advisory board of Make-A-Wish Foundation of Metro New York and was their audit committee chair. He also served on the audit committee of the Roman Catholic Diocese of Rockville Centre in New York. Mr. Roemer earned his bachelor s degree in accounting from St. John s University, and he completed the Tuck Executive Program at the Tuck School of Dartmouth College. Pine Island Capital Partners Team In addition to the management team and board of directors described above, the Pine Island Capital Partners team will devote their time and expertise to the pursuit and execution of an initial business combination. These team members include: General Lloyd J. Austin III, Retired U.S. Senator Saxby Chambliss U.S. Senator Tom Daschle U.S. Senator Byron L. Dorgan Lucas Evans Under Secretary of Defense for Policy Mich le A. Flournoy Representative Richard Gephardt David Horowitz Robert Knox Wm. Russell Mann Admiral Michael Mullen, Retired TABLE OF CONTENTS U.S. Senator Don Nickles Clyde Tuggle David Wajsgras General Lloyd J. Austin III, Ret. joined the Pine Island Capital Partners team in 2020 and is a retired four-star U.S. Army general with nearly 41 years of military service, including three years as the head of U.S. Central Command. He was also the Combined Forces commander in Iraq and Syria, and he has extensive operational experience, having commanded troops in combat throughout his General Officer career. Prior to Central Command, General Austin served as the 33rd Vice Chief of Staff of the Army. His many awards and decorations include five Defense Distinguished Service Medals, the Silver Star and the Legion of Merit. He serves on the boards of directors of Raytheon, Nucor Corporation, Tenet Healthcare Corporation and Guest Services, Inc., and on the board of trustees of the Carnegie Corporation of New York and Auburn University. General Austin is a graduate of the U.S. Military Academy at West Point, and he holds two master s degrees one in education from Auburn University and another in business management from Webster University. Senator Saxby Chambliss joined the Pine Island Capital Partners team in 2018 and is a former two-term U.S. Senator (Georgia) and four-term member of the U.S. House of Representatives. Senator Chambliss is the former Vice Chairman of the Senate Select Committee on Intelligence and the former Chairman of the House Intelligence Subcommittee on Terrorism and Homeland Security. He is currently a partner at the global law firm, DLA Piper. Senator Chambliss also served as a member of the Senate Armed Services Committee, the Senate Rules Committee and was Chair of the Senate Committee on Agriculture, Nutrition and Forestry. Senator Chambliss currently serves as Chairman of the board of directors of InVeris Training Solutions and is a member of the board of directors of Primerica, Inc. He earned his BA from the University of Georgia and a JD from the University of Tennessee College of Law. Senator Tom Daschle joined the Pine Island Capital Partners team in 2018 and served as the U.S. Senator from South Dakota from 1987 to 2005. He is one of only two senators to have served twice as both Senate Majority and Minority Leader. Senator Daschle is a leading thinker on climate change, food security and renewable energy policy and has authored several books on historic economic and national security challenges. He is the founder and CEO of the Daschle Group, a Public Policy Advisory arm of Baker Donelson, and is a co-founder of the Bipartisan Policy Center. Senator Daschle also serves as Chair of the board of directors of the Center for American Progress and as Vice-Chair of the National Democratic Institute. He is a member of the Health Policy and Management Executive Council at the Harvard Kennedy School. He earned his BA from South Dakota State University. Senator Byron L. Dorgan joined the Pine Island Capital Partners team in 2018 and served as the U.S. Senator from North Dakota from 1992 to 2011. Before that, he served as U.S. Representative from North Dakota from 1981 to 1992. During his time in the U.S. Senate, Senator Dorgan served as Assistant Democratic Floor Leader and then as Chairman of the Democratic Policy Committee from 1999 to 2011. He was Chairman of Senate Committees and Subcommittees on the issues of Energy, Aviation, Appropriations, Water Policy and Indian Affairs. Senator Dorgan is now a Senior Policy Advisor at Arent Fox LLP, Senior Fellow at the Bipartisan Policy Center in Washington, D.C. and founder and Chairman of the Center for Native American Youth, at the Aspen Institute, an organization dedicated to improving the lives of young people on Indian Reservations. Senator Dorgan also spent five years as an Adjunct Visiting Professor at Georgetown University s Public Policy Institute. He earned a BS from the University of North Dakota and an MBA from the University of Denver. Lucas Evans joined Pine Island Capital Partners in 2018 and is a member of the firm s Investment Committee. Mr. Evans was previously a Principal in the Private Equity Group at Ares Management, a leading global alternative asset manager. Prior to joining Ares, Mr. Evans spent nine years as a Partner at NRDC Equity Partners and its successor, the Hudson s Bay Company, where he led or co-led all mergers and acquisitions, capital markets, treasury and investor relations activities. During his tenure, Mr. Evans played an instrumental role in growing the firm and generating significant returns for its investors. Mr. Evans currently sits on the board of directors for InVeris Training Solutions and is a board observer for Precinmac. Mr. Evans holds a BS in Finance from Georgetown University, an MPS in Real Estate from Cornell University and an MBA from INSEAD. TABLE OF CONTENTS Mich le A. Flournoy joined the Pine Island Capital Partners team in 2019 and previously served as the Under Secretary of Defense for Policy from 2009 to 2012. Prior to that, Ms. Flournoy co-founded and served as President of the Center for a New American Security from 2007 to 2009; she also served as its CEO from 2014 to 2017. In the mid-1990s, Ms. Flournoy served as Principal Deputy Assistant Secretary of Defense for Strategy and Threat Reduction and Deputy Assistant Secretary of Defense for Strategy. Ms. Flournoy is also a former member of the President s Intelligence Advisory Board, the Defense Policy Board and the CIA Director s External Advisory Board. She is a co-founder and Managing Partner of WestExec Advisors (a strategic advisory firm), a Senior Fellow at Harvard s Belfer Center for Science and International Affairs and serves on the boards of directors of Booz Allen Hamilton, Amida Technology Solutions, The Mission Continues, Spirit of America and CARE. Ms. Flournoy earned her BA from Harvard University and a master s degree from Balliol College, Oxford University. Representative Richard Gephardt joined the Pine Island Capital Partners team in 2018 and served as the U.S. Representative from Missouri from 1977 to 2005. Representative Gephardt served as House Democratic Leader for over 14 years, first as House Majority Leader from 1989 to 1995 and then as House Minority Leader from 1995 to 2003. While in Congress, he also served on the House Ways and Means and Budget Committees. In his role as House Democratic Leader, Representative Gephardt emerged as the chief architect to landmark reforms in healthcare, pensions, education, energy independence and trade policy. He has also facilitated multiple negotiations between corporate leaders and the union movement, including assisting to facilitate the landmark acquisition of Spirit Aerosystems on behalf of Onex. Representative Gephardt serves on the boards of directors of Spirit Aerosystems and Centene Corporation and previously served on the boards of directors of Ford Motor Company, CenturyLink and United States Steel Corporation. He is the President and CEO of Gephardt Group, which provides strategic counsel on federal government relations and domestic and international labor relations issues. Representative Gephardt earned his BS from Northwestern University and a JD from the University of Michigan. David Horowitz joined Pine Island Capital Partners in 2018 and is a member of the firm s Investment Committee. He has over 15 years of experience investing in middle market companies and was previously a Managing Director in the principal investing division of Macquarie Group, where he was responsible for sourcing, structuring, underwriting and monitoring investments across the capital structure. Prior to Macquarie, he spent almost a decade in the Goldman Sachs Special Situations Group, where he was a founding member of the Private Capital Investing team. He has been responsible for providing capital to mid-sized companies to help them meet their growth and liquidity needs and has invested in or served on the boards of Datapipe, LifeLock, ECi Software, iWeb, ORBCOMM and other successful businesses. Mr. Horowitz currently sits on the board of directors of InVeris Training Solutions. Mr. Horowitz is a graduate of the Pennsylvania State University s Schreyer Honors College and Smeal College of Business, where he served on the Executive Committee of the Schreyer Alumni Society Board from 2012 to 2019. He is also a CFA charterholder. Robert Knox is an advisor to Pine Island Capital Partners and is a member of the firm s Investment Committee. Mr. Knox is the co-founder and senior managing director of Cornerstone Equity Investors, L.L.C., a private equity firm. Cornerstone has funded over 120 companies through buyouts and growth equity financing in healthcare services and products, business services, technology and consumer products. Portfolio investments have included Dell Computers, Health Management Associates, Linear Technology, Micron Technology, Centurion, Team Health, and True Temper Sports. He has served on the boards of more than 30 private and public companies, including as the lead independent director and chair of the compensation committee of Health Management Associates, Inc. (NYSE: HMA) prior to its acquisition by Community Health Systems. Prior to forming Cornerstone, Mr. Knox designed and executed the initial Alternative Asset investment strategy at Prudential Financial beginning in 1981 and was Chairman and Chief Executive Officer of Prudential Equity Investors, the private equity subsidiary of Prudential. Mr. Knox has been a Trustee of Boston University for over twenty years, and served as Chairman of the Board of Trustees from 2008 to 2016. Mr. Knox holds a BA in Economics and an MBA, both from Boston University. Wm. Russell Mann is a co-founder of Pine Island Capital Partners and serves on its Investment Committee. Mr. Mann was previously a consultant for institutional investors. His expertise is in the creation, management, and analysis of sophisticated investment products, strategies, and portfolios, both in the private and public markets. In a direct investment management capacity, he served for three years as TABLE OF CONTENTS Portfolio Manager at StratiFi, designing and managing customized option strategies. Mr. Mann has previously served in a risk management role for multiple hedge funds, and in the private equity space, has over his career consulted with both private equity managers and private equity-focused institutional investors, as well as portfolio companies as a consultant and an investor. Mr. Mann earned an AB from Princeton University, a master s degree from University of Cambridge as a Churchill Scholar, and a PhD from Harvard University in Mathematics as a Putnam Fellow. Admiral Michael Mullen, Ret. joined the Pine Island Capital Partners team in 2018 and is a retired U.S. Navy Admiral who served as Chairman of the Joint Chiefs of Staff from 2007 to 2011. As top military advisor to both Presidents George W. Bush and Barack Obama, Admiral Mullen is widely respected as an honest broker by policymakers, members of Congress and senior military officers. Admiral Mullen oversaw the end of the combat mission in Iraq and the development of a new military strategy for Afghanistan, while promoting international partnerships, new technologies and new counter-terrorism tactics. A 1968 graduate from the U.S. Naval Academy, Admiral Mullen sought challenging positions including command at every level to develop his leadership skills during his naval career. He rose to be Chief of Naval Operations prior to assuming duties as Chairman, Joint Chiefs of Staff. He currently serves as Chairman of the Board of Precinmac, is a member of the board of directors of Bloomberg Philanthropies and the board of trustees of Caltech, and was formerly a member of the boards of directors at General Motors and Sprint Nextel Corp. He also teaches at the U.S. Naval Academy. Admiral Mullen earned his BS from the U.S. Naval Academy and his MS in operations research from the Naval Postgraduate School, and is a member of the National Academy of Engineering. He is also a Distinguished Alumni of Harvard Business School and serves on the Harvard Business School board of advisors. Senator Don Nickles joined the Pine Island Capital Partners team in 2018 and served as the U.S. Senator from Oklahoma from 1981 to 2005. During his time on the U.S. Senate, Senator Nickles was elected by his peers to several leadership positions, including Assistant Majority Leader, Chairman of the Senate Budget Committee and was a senior member of the Senate Finance and Energy Committees. Over his 24 years in the U.S. Senate, Senator Nickles championed economic growth and free enterprise. Among many legislative achievements, Senator Nickles successfully fought to repeal inheritance tax on surviving spouses, cut dividend and capital gains taxes, and repeal the Windfall Profits Tax. He also was a staunch advocate to eliminate onerous regulations, especially in the natural gas markets. Prior to his time in the U.S. Senate, Senator Nickles served in the Oklahoma State Senate and worked for family-owned Nickles Machine Corporation. He currently serves on the boards of directors of Valero Energy Corporation and Washington Mutual Investors Fund and previously served on the board of directors of the Chesapeake Energy Corporation. He is the Chairman and CEO of The Nickles Group, a firm he founded in 2005. He earned his BA from Oklahoma State University. Clyde Tuggle is a co-founder of Pine Island Capital Partners and is a member of the firm s Investment Committee. Mr. Tuggle previously spent 30 years at the Coca-Cola Company, where he was a member of Coca-Cola s Executive Committee and managed the company s corporate productivity activity. Mr. Tuggle held multiple senior management roles at Coca-Cola and was most recently Senior Vice President and Chief Public Affairs and Communications Officer, where he managed Coca-Cola s global public affairs and reported directly to the Chairman and CEO. He was also President of the Russia, Ukraine and Belarus Division, Senior Vice President of Worldwide Public Affairs and Communication, Deputy Division President of Central Europe and Executive Assistant (chief of staff) to former CEO Roberto C. Goizueta. Mr. Tuggle currently serves as a member of the board of directors at the Georgia Power Company and at Oxford Industries, Inc. He earned his BA from Hamilton College and a master s degree from Yale University. He also studied at the Ludwig-Maximillian Universit t in Munich, Germany and the University of Virginia s Darden Business School. David Wajsgras joined the Pine Island Capital Partners team in 2020. He previously served as president of the Intelligence, Information and Services business of the former Raytheon Company, now part of Raytheon Technologies Corporation (NYSE: RTX), a major U.S. aerospace and defense company that provides advanced systems and services for military, intelligence and civil agencies, and commercial customers worldwide. He held that position from March 2015 until the merger between Raytheon Corp. and United Technologies Corp. in April 2020. He also served as Raytheon s senior vice president and chief financial officer from March 2006 to March 2015. Before joining Raytheon, Mr. Wajsgras was executive vice president TABLE OF CONTENTS and CFO of Lear Corporation (NYSE: LEA), a global automotive manufacturing and technology company. Prior to joining Lear, Mr. Wajsgras was corporate controller for Engelhard Corporation, a former Fortune 500 company that supplied specialty metals and chemicals. Mr. Wajsgras currently serves on the boards of directors of Parsons Corporation (NYSE: PSN), a digitally enabled solutions provider focused on the defense, intelligence, and critical infrastructure markets, Martin Marietta Inc. (NYSE: MLM), an American-based supplier of aggregates and heavy building materials, Altimira Technologies Corporation, a top open source technology company in the national security space, and Dreamscape Immersive, a company that provides leading edge virtual reality services and solutions. He also serves on the Intelligence and National Security Alliance board of directors; and is a member of the Massachusetts Cybersecurity Strategy Council. Mr. Wajsgras earned his BS in accounting from the University of Maryland and an MBA from American University. Competitive Strengths We believe that the combined capabilities of Mr. Thain, Mr. Cooper, Mr. Bridge, and the entire Pine Island Capital Partners partnership position our team to source and execute an attractive initial business combination for our stockholders. Our team has broad and meaningful relationships with domestic and international corporations, industry leaders, defense and security agencies, governments and other influential people and organizations that would enable a potential target to gain and/or expand access to customers and key decision makers worldwide. Our competitive strengths include the following: Carefully constructed team with significant industry, leadership and board of directors experience in both public and private companies, that is directly applicable to our stated investment objectives Excellent reputations and unique networks make us a preferred partner in certain situations Ability to develop domestic and international insights, relationships and opportunities through extensive sourcing and information network Management and advisor teams with substantial collective investing experience in both deal structuring and execution Strong operational and management expertise Experience in public and private sector commerce and in-depth understanding of the connectivity between the two Ability to assess and recruit top talent which is a key differentiator in our target sectors Business Strategy and Market Opportunity We intend to search for an acquisition in the defense, government service and aerospace industries, where we believe our team has extensive access, insight, expertise and management skill. We believe that we understand the suppliers and the domestic and international customers in these industries exceptionally well: we understand which programs and technologies are priorities, we understand the critical components of the supply chains, and we have an ability to assess and recruit top talent on an as needed basis to improve our probability of success. With respect to the specific industries, below is a brief characterization of how we view the marketplace: Defense We believe there will be increased demand in the U.S. defense market for advanced electronics, communications, sensor and detection processing and other technologies that enhance the modernization efforts of the Department of Defense s ( DoD ) military readiness. We believe this demand represents strong growth that our management team is uniquely positioned to capitalize on given our combined investment experience and deeply connected partner group of former U.S. defense and government officials. In the near term, we believe the defense market is well positioned for secular growth as geopolitical tensions, and a rogue nation and terrorist threat environment continues to be present. We believe this market demand for advanced defense and security technologies will persist due to the sector s muted economic sensitivity and the inherent structure of long-cycle contracts which have been unaffected by the current pandemic. TABLE OF CONTENTS As the DoD continues to focus on modernizing its key capabilities, we believe it will prioritize rapid technological advancements across cybersecurity, space exploitation, directed energy, photonics, defense electronics, mission-critical computing, artificial intelligence, secure communications and specialized high-precision critical infrastructure manufacturing. In government fiscal year ( GFY ) 2010 through fiscal year 2015, based on current dollars, DoD spending declined approximately 4% on an annualized basis as resources were shifted away from major conflicts in Iraq and Afghanistan. While DoD spending in research, development, testing, evaluation ( RDT&E ) and procurement declined over this time period, new long-term strategic threats emerged as China, North Korea and Russia developed new combat, weapons, and cyber capabilities. The DoD stated in the 2018 U.S. National Defense Strategy that it aims to combat these new threats by emphasizing development in commercial and classified technology while rationalizing resources for existing conflicts. As a result, based on current dollars, U.S. government spending on RDT&E and procurement grew at an annualized rate of approximately 8% while DoD spending, excluding RDT&E and procurement, grew at an annualized rate of approximately 4% between GFY 2017 through 2020, with a similar growth rate estimated for GFY 2021, when limits from the Budget Control Act of 2011 expire. We believe the defense end markets will remain healthy in the near-term despite a flattening in expected DoD outlays and considering other U.S. government priorities such as mitigating the economic impact of COVID-19. While the overall defense budget may not experience the substantial growth of the last three years (approximately 6% CAGR from GFY 2017 to 2020), the rapidly evolving threat environment will continue to demand technologically advanced and connected battlefields and we believe the DoD will continue to have ongoing support from the U.S. government for the related modernization and innovation initiatives. The following charts represent the total obligation authority (TOA) as set forth therein. Source: DoD Green Book . National Defense Budget Estimates for Government Fiscal Year (GFY) 2021. TOA represents Total Obligational Authority. To combat the new global threats from State and Non-State actors and maintain combat superiority and operational security, the DoD will continue to prioritize new and fast growing technologies including advanced computing, big data analytics, artificial intelligence, augmented reality and robotics which are expected to fortify national security initiatives such as posture resilience, electronic warfare and Command & Control, Communications, Computers, Intelligence, Surveillance, and Reconnaissance ( C4ISR ). C4ISR has become a cornerstone of DoD combat readiness superiority against new threats and as it has been a key focus of modernization and space-based resiliency spending. According to Frost & Sullivan, DoD spending on C4ISR is forecast to grow approximately two times the annualized rate of total DoD RDT&E, procurement and operation and maintenance outlays from GFY 2018 through GFY 2024. According to Frost & Sullivan, from 2021 through 2024, the DoD is forecasted to spend approximately $230 billion on C4ISR. The DoD C4ISR market is also largely fragmented. According to Frost & Sullivan, in 2018, the top TABLE OF CONTENTS ten C4ISR suppliers to the DoD captured approximately 50% of the market. We believe that as the C4ISR DoD market matures, there will be opportunities to acquire a platform for consolidation and leverage our domestic and international networks to support expansion into other markets and customers. The C4ISR framework is used across several platforms including unmanned and autonomous vehicles, space-based communications, command and control systems, telemetry and navigation systems, fix-ground assets, planes, ships and weapons. The complexity of data generated by intelligence, surveillance, reconnaissance and targeting ( ISR&T ) applications is demanding advances in real-time analysis (edge computing), secure data processing, robust space-based platforms and electronic warfare and there are numerous newer technologies and smaller growth companies being established to address this demand as a result. Source: Frost & Sullivan U.S. DoD C4ISR Market, Forecast to 2024 Government Services In alignment with U.S. and NATO defense modernization strategies to respond to evolving future threats, we expect increased spending on IT services to support mid-term growth for the National Security IT services providers especially on space, hypersonics, artificial intelligence, cloud computing and enterprise IT. The largest customer for government services globally is the U.S. government, with the DoD and intelligence communities ( IC ) awarding the vast majority of contracts. The U.S. government s total spending for GFY 2019 was $4.45 trillion, an 8% increase over GFY 2018 spend of $4.11 trillion. The customer, and long-term nature of its contracts, provides high backlog visibility and also resilience in economic downturns. We further believe COVID-19 will be a tail wind for the sector in the long-term as federal, state and local governments implement new tools and services that heavily depend on inter-agency connectivity while constrained budgets will benefit from operational efficiency and automation, for which government services are well positioned to deliver. The increased demand for more complex and customized solutions has led to a wave of consolidation in the market, with operators looking for scale and niche technologies to be competitive on large-scale projects. We believe that there are still a significant number of potential targets with competitive advantages in big data analytics, enterprise IT, secure data processing, seamless inter-agency technology integration, communications and training solutions that would benefit from our deep bench of advisors who contribute decades of relevant government and defense expertise. Our leadership team is well equipped to support a potential target on all key competitive factors of the government services market as we have unique insight into how rapidly changing technologies will directly impact the evolving preferences of defense, intelligence and federal government customers. An attractive target in government services will anchor a platform for further consolidation within the highly fragmented and rapidly growing sector. Critical to any successful government services offering is the skillset, integrity and security clearances of those who execute on its strategy. Our deep bench of connected advisors and former government officials will be the catalyst to recruiting, retaining and developing an elite team of managers and employees, which we believe will enable us to exploit an opportunity in government services. Aerospace The aerospace industry has historically experienced attractive growth as passenger travel and worldwide trade and commerce have expanded at rates in excess of global GDP. The industry has also demonstrated TABLE OF CONTENTS growth through economic cycles and resilience to exogenous shocks such as 9/11, SARS and the global financial crisis. The COVID-19 pandemic has caused unprecedented disruption as the industry has experienced order delays and cancellations, and a significant reduction in flight activity, aircraft production and deliveries. In April 2020, global revenue per kilometer ( RPK ) plummeted 94.3% compared to April 2019. As passenger volume fell, the global passenger load factor reached an all-time low of approximately 58% in June 2020. In July 2020, approximately 42% of commercial jets were inactive, an increase from approximately 6% in July 2019. Although flights are increasing, with daily commercial flights approximately twice the April low, aerospace OEMs are preparing for an extended recovery. Both Boeing and Airbus announced pandemic-related production cuts in 2020 with Boeing reducing monthly 787/777 production by approximately 40%/60% and Airbus reducing its monthly production of A320/A330/A250 by approximately 30%. Boeing delayed its 737 production ramp, targeting 31 planes per month by 2022, a year later than their initial goal of 2021 while Airbus is preparing to operate at an extended 40% reduction in output in the near term and does not expect a recovery to pre-COVID-19 levels until 2023-2025. In July 2020, The International Air Transport Association s ( IATA ) forecasted global passenger traffic (measured by RPK) will not recover to pre-COVID-19 levels until 2024. This disruption has presented the opportunity to acquire, at an attractive valuation, a differentiated business that operates in the global aerospace supply chain. Although we are optimistic that healthcare innovations will eventually reverse the post-COVID-19 status quo, we believe aerospace will face a gradual and volatile recovery. The global aerospace supply chain is struggling with airline and OEM inventory de-stocking and reduced production rates while reduced flight activity and rotation of scheduled maintenance programs have reduced aftermarket volumes and MRO services. Many Tier 2 and Tier 3 suppliers lack sufficient capital and resources to withstand this disruption and elongated recovery. Yet these suppliers are critical to airframe and engine OEMs which are not in a position to financially or operationally support these suppliers, which they have traditionally done. We believe that we can find opportunities to provide needed capital at attractive valuations to Tier 2 and Tier 3 suppliers in the highly fragmented global aerospace supply chain landscape. Given increased sophistication of next generation aircraft programs as well as the safety-critical nature and required quality performance characteristics of major aircraft systems and components, suppliers have historically generated attractive growth and margins. In addition, these suppliers earn significant revenues from aftermarket products and MRO services which tend to be high margin and recurring in nature. The technological shift to higher value parts and services, combined with added budgetary pressures is accelerating customer trends delayering, a flight to quality, and outsourcing that will catalyze a well-capitalized supplier with a strong, well-connected leadership team and scalable technology portfolio to capture value through further consolidation. We believe there are numerous suppliers that either prior to, or as a result of the pandemic are over-leveraged and require balance sheet repair. Many of these suppliers service critical military applications in addition to their civil customers, where our team is uniquely positioned to provide needed leadership to navigate the pandemic and to expand into new military and civil markets. Traditional private equity, government programs and bank support is not sufficient as there are a number of suppliers with fundamentally good businesses but inefficient balance sheets. This has created the need for third party capital and an experienced management team that can lead through this sector s recovery. Acquisition Criteria We are searching for an opportunity where our differentiated team is uniquely positioned to add value. We believe the proposed target will have certain of the following characteristics: Opportunistic situation in defense, government services and aerospace sectors Attractive competitive dynamics History of strong free cash-flow generation Potential platform value conducive to future acquisitions Strong in-place management or strong potential additions from our network Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and key employees, document TABLE OF CONTENTS reviews and inspection of facilities, as well as a review of financial, operational, legal and other information that is made available to us. We will also utilize our operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of our independent directors, will obtain an opinion that our initial business combination is fair to us from a financial point of view from either an independent investment banking firm or an independent accounting firm. Members of our management team may directly or indirectly own our founder shares, Class A common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officer or director were to be included by a target business as a condition to any agreement with respect to our initial business combination. Our officers have agreed not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended (the Exchange Act ), except other blank check companies organized by Pine Island Capital Partners, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 24 months after the closing of this offering or during any extended time that we have to consummate a business combination beyond 24 months as a result of a stockholder vote to amend our amended and restated certificate of incorporation (an Extension Period ). Any of our directors, our sponsor or any of its affiliates (other than our officers), may, following our initial business combination, sponsor or form, or in the case of individuals, serve as a director or officer of, other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Initial Business Combination As required by the NYSE rules, our initial business combination will be approved by a majority of our independent directors. The NYSE rules also require that we must complete our initial business combination with one or more businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of net assets test. Our board of directors will make the determination as to the fair market value of our initial business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of net assets test, as well as the basis for our determinations. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of the 80% of net assets test. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. TABLE OF CONTENTS We may, at our option, pursue an acquisition opportunity jointly with one or more parties affiliated with Pine Island Capital Partners, including, without limitation, officers and partners of Pine Island Capital Partners, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of Pine Island Capital Partners, and/or investors in funds, accounts, co-investment vehicles and other entities managed by affiliates of Pine Island Capital Partners. Any such party may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing equity to such parties. The amount and other terms and conditions of any such joint acquisition or equity issuance would be determined at the time thereof. We may structure our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. In addition, pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our sponsor, upon consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination or, subject to certain exceptions, subsequent material transactions with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Pine Island Capital Partners and its affiliates are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our company and we will not consider a business combination with any company that has already been identified to our sponsor, or any of our directors or officers as a suitable acquisition candidate for affiliates of Pine Island Capital Partners unless TABLE OF CONTENTS Pine Island Capital Partners or one of its affiliates, as applicable, in its sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity in accordance with applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Pine Island Capital Partners and its affiliates may raise investment funds or vehicles in the future, which may be during the period in which we are seeking our initial business combination. These investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. In addition, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our officers and directors have and will have in the future time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by Pine Island Capital Partners or one of its affiliated entities. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investment funds, accounts, co-investment vehicles and other entities managed by Pine Island Capital Partners or one of its affiliated entities (including, without limitation, arising as a result of certain of our officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles or other entities), Pine Island Capital Partners and its affiliated entities will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties, and there can be no assurance that such conflict of interest will be resolved in our favor. Corporate Information Our executive offices are located at 2455 E. Sunrise Blvd. Suite 1205, Fort Lauderdale, FL 33304 and our telephone number is (954) 526-4865. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the aggregate worldwide market value of our Class A common stock that is held by non-affiliates equals or exceeds $700.0 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller TABLE OF CONTENTS reporting company until the last day of the fiscal year in which (1) the aggregate worldwide market value of our Class A common stock held by non-affiliates equals or exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the aggregate worldwide market value of our Class A common stock held by non-affiliates equals or exceeds $700 million as of the prior June 30th. TABLE OF CONTENTS THE OFFERING
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001822873_lefteris_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001822873_lefteris_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9405c4458b3c8378a0642a8c5d7df345c2b432bf
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001822873_lefteris_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: common stock are to our Class A common stock and our Class B common stock, collectively; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in connection with our initial business combination, including but not limited to, a private placement of equity or debt; founder shares are to the 6,468,750 shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering (including up to an aggregate of 843,750 shares of our Class B common stock subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is not exercised in full or in part), and the shares of our Class A common stock issued upon the conversion thereof as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); management or our management team are to our officers and directors; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor (or its permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or officers or directors (or permitted transferees); sponsor are to Lefteris Holdings LLC, a Delaware limited liability company, which is affiliated with Karl Roessner, our Chief Executive Officer, Jon Isaacson, our Chief Financial Officer and Chief Corporate Development Officer, Mark Casady, our Executive Chairman, Ryan Parker, our Vice Chairman, and David Bergers, our General Counsel; warrants are to our redeemable warrants, which include the public warrants and the private placement warrants; and we, us, company, our or our company are to Lefteris Acquisition Corp. Each unit consists of one share of our Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 14, 2020 PRELIMINARY PROSPECTUS $225,000,000 Lefteris Acquisition Corp. 22,500,000 Units Lefteris Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The underwriter has a 45-day option from the date of this prospectus to purchase up to an additional 3,375,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income tax obligations, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares throughout this prospectus, subject to the limitations described herein. If we do not complete our business combination within 24 months from the closing of this offering or during any stockholder-approved extension period, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to the limitations described herein. Our sponsor, Lefteris Holdings LLC, has agreed to purchase an aggregate of 4,333,333 warrants (or 4,783,333 warrants if the underwriter s over-allotment option is exercised in full) at a price of $1.50 per warrant (approximately $6,500,000 in the aggregate, or $7,175,000 if the underwriter s over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at a price of $11.50 per share, in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Our initial stockholders, which include our sponsor, own an aggregate of 6,468,750 shares of our Class B common stock (up to 843,750 shares of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is not exercised), which will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, as described herein. Only holders of Class B common stock will have the right to vote on the election of directors and to remove directors prior to our initial business combination. On all other matters submitted to a vote of our stockholders, holders of the Class B common stock and holders of the Class A common stock will vote together as a single class, with each share of common stock entitling the holder to one vote, except as required by law. We refer to these shares of Class B common stock throughout this prospectus as the founder shares. Currently, there is no public market for our units, Class A common stock or warrants. We intend to apply to list our units on The Nasdaq Capital Market, or Nasdaq, under the symbol LFTRU We expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Morgan Stanley & Co. LLC (which we refer to in this prospectus as the underwriter ) informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols LFTR and LFTRW, respectively. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 35 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $225,000,000 Underwriting discounts and commissions(1) $0.55 $12,375,000 Proceeds, before expenses, to Lefteris Acquisition Corp. $9.45 $212,625,000 (1) Includes $0.35 per unit, or $7,875,000 (or $9,056,250, if the underwriter s over-allotment option is exercised in full) in the aggregate payable to the underwriter for deferred underwriting commissions that will be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriter only on completion of our initial business combination, as described in this prospectus. Does not include certain fees and expenses payable to the underwriter in connection with this offering. See the section of this prospectus entitled Underwriting for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $225 million or $258.75 million if the underwriter s over-allotment option is exercised in full ($10.00 per unit in either case) will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, and $2,000,000 will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2020. Book-Running Manager Morgan Stanley , 2020 TABLE OF CONTENTS Our Company We are a newly formed blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus our search on the financial technology sector, which complements the expertise of our management team. The Business Imperative We currently intend to concentrate our efforts identifying businesses in the financial services industry with an enterprise value of approximately $600 million to $1.3 billion, with particular emphasis on businesses that are providing or changing technology for traditional financial services ( FinTech ), regulatory and compliance functions ( RegTech ), insurance services ( InsurTech ), wealth and asset management and human resource and payroll functions. We believe the creation, delivery and servicing of financial products and related services for consumers and businesses is undergoing continuous evolution, which will further and dramatically develop in the years ahead. Amid an increased level of sophistication in financial technology and services, we believe that there are many potential targets within the financial services industry that could become attractive public companies, and that many other potential targets will continue to emerge. These potential targets exhibit a diverse range of business models and growth characteristics, ranging from high-growth companies to established firms with stable revenues and strong cash flow. We believe our management team is well-positioned to capitalize on these trends and to identify, acquire, and manage a business in the financial services industry that can benefit from their operational, strategic, managerial and transaction experience, as well as their differentiated networks. Key Members of Management and Board Management Team Our management team has deep operational experience working as executives and investors in the financial services industry, including FinTech and wealth management. Our management team consists of proven leaders that have years of experience identifying and capitalizing on emerging technological and secular trends across the financial services industry, and delivering operational strategies designed to improve businesses over the long-term. Our management team is experienced in a variety of delivery models, including direct-to-consumer as well as business-to-business services. Our management team is also well-versed in the regulatory and quasi-regulatory landscape that directly and indirectly impacts the financial services industry. In addition, our team has deep transaction experience having executed and integrated numerous transactions as operators, investors and advisors. We believe that our significant experience will not only position us to strategically identify, evaluate and acquire an opportune target, but also to deliver differentiated guidance to the target company s management team in order to support its growth and success post-acquisition. Mark Casady, our Executive Chairman, has a proven track record as Chairman and CEO of a major publicly traded financial services company and has led multiple successful acquisitions throughout his career. Since May 2015, Mr. Casady has served as General Partner and Chairman of the Advisory Board of Vestigo Ventures ( Vestigo ), a venture capital firm he co-founded that focuses on investing in early-stage FinTech companies. Mr. Casady s investment thesis for Vestigo is that financial services are undergoing tremendous changes that require the industry to lower its costs and better serve clients. Vestigo backs early stage FinTech companies that can help bring these solutions to the incumbents. From August 2002 to January 2017, Mr. Casady held a variety of roles with LPL Financial Holdings, Inc. ( LPL ) (NASDAQ: LPLA) and most recently served as Chairman of the Board and Chief Executive Officer, retiring as Chairman of the Board in March 2017 and as Chief Executive Officer in January 2017. Mr. Casady guided LPL to become a leading financial services organization that serves independent financial advisors, banks and credit unions, and provides clearing services to broker-dealers at financial services companies. He is currently a member of the Board of Directors of Horace Mann Educators Corporation (NYSE: HMN). He was a member of the Board of Directors of Citizens Financial Group, Inc. (NYSE: CFG) from April 2014 to April 2020, where he oversaw its transition to a public company, and TABLE OF CONTENTS Jobcase, Inc. from January 2019 to July 2020, where he oversaw its sale to PSG. He currently serves as an advisor to EverQuote, Inc. (NASDAQ: EVER). He also serves on the Board of Directors of several Vestigo portfolio companies, including Kingfield Corporation, ZenLedger.io, TowerIQ and Digital Asset Data, Inc. Mr. Casady is a former member of the Financial Industry Regulatory Authority ( FINRA ) Board of Governors and previously served on the EZE Software Group Board of Directors during its acquisition by TPG Growth and subsequent sale to SS&C. Additionally, Mr. Casady is treasurer of the Casady family s One Step Forward Education Foundation, which focuses on changing the lives of children around the globe through education. He also helped found and fund the Invest in Others Charitable Foundation, which recognizes the philanthropic activity of financial advisors. Karl Roessner, our Chief Executive Officer, has more than ten years of experience as an executive in the financial services industry with a demonstrated track record of leading growth and transformation, strategic turnaround, acquisitions and integrations. From September 2016 to August 2019, Mr. Roessner served as the Chief Executive Officer and a member of the Board of Directors of E*TRADE Financial Corp. ( E*TRADE ) (NASDAQ: ETFC), where he led the company s turnaround, significantly grew revenue, expanded operating margin, improved the rate of new account and net asset growth, executed key acquisitions and integrations to augment and enhance customer offerings and served as a key advisor to an active public company Board of Directors. Mr. Roessner concurrently served as President and a member of the Board of Directors of E*TRADE Bank, a wholly owned banking subsidiary of E*TRADE. After stepping down as CEO of E*TRADE and President of E*TRADE Bank, Mr. Roessner served as a senior advisor to E*TRADE from August 2019 to December 2019. Prior to being named CEO, Mr. Roessner served as E*TRADE s Executive Vice President, General Counsel and Secretary from May 2009 to September 2016. Before joining E*TRADE, Mr. Roessner was a Partner at Clifford Chance US LLP in its Mergers & Acquisitions Group. Mr. Roessner has been proposed by American Challenger Bank, National Association to become one of its directors upon the approval of its application for a national banking charter, which has been filed with the Office of the Comptroller of the Currency. Ryan Parker, our Vice Chairman, has served as Principal at Parker Perspectives LLC, a provider of advisory, board and consulting services in the asset management, wealth management and FinTech industries, since January 2020. From June 2016 to December 2018, Mr. Parker served as the Chief Executive Officer of Edelman Financial Services, LLC, succeeding the company s founder after 30 years to lead the fifth largest independent registered investment advisor ( RIA ) firm. Mr. Parker led all aspects of Edelman Financial Services, a portfolio company of Hellman & Friedman LLC ( H&F ), serving tens of thousands of client households with billions of dollars in assets under management, and worked with H&F to consummate a merger with Financial Engines that created the nation s largest independent RIA firm Edelman Financial Engines, LLC. Prior to joining Edelman Financial Services, from March 2013 to May 2016, Mr. Parker served as the Managing Director of Investment & Planning Solutions at LPL, where he was responsible for helping LPL advisors and institutions grow by leading the firm s sales, marketing, product management and sponsor relations teams across the advisory, brokerage, insurance, planning and retirement businesses. Mr. Parker also served as a Managing Director at Russell Investments Group, LLC from December 2007 to March 2013 and a Director at Franklin Templeton Investments (NYSE: BEN) from October 2002 to December 2007. Mr. Parker served as a director of the Investment Program Association from January 2014 to June 2016. Jon Isaacson, our Chief Financial Officer and Chief Corporate Development Officer, has nearly two decades of experience working in the private equity and venture capital industries as both an investor and executive. From January 2019 to December 2019, Mr. Isaacson served as the Chief Financial Officer of Senseonics, Inc. (NYSE: SENS), a portfolio company of venture capital firm New Enterprise Associates, and provided advisory services to Senseionics from January 2020 to June 2020. Prior to joining Senseonics, Mr. Isaacson served as the Chief Financial Officer of Edelman Financial Services, LLC from November 2017 to December 2018. Before joining Edelman Financial Services, Mr. Isaacson served as a Managing Director for over 14 years at American Capital, Ltd from November 2002 to January 2017. Mr. Isaacson also held roles at Thayer Capital Partners, L.P., GTCR LLC, McKinsey & Company and Morgan Stanley & Co., LLC. Mr. Isaacson served as a director of each of ECA Medical Instruments, The Meadows and Alchemy Corporation from 2014 to 2016, where he served on the compensation and audit committees of each. David Bergers, our General Counsel, has over 25 years of experience as corporate counsel, senior SEC regulator and private practitioner and has helped numerous companies proactively adapt to the constantly changing compliance and regulatory landscape of the financial services industry. Mr. Bergers has served as the TABLE OF CONTENTS Vice President of External Relations and General Counsel at Eastern Nazarene College since August 2020. Prior to joining Eastern Nazarene College, Mr. Bergers was a Partner at Jones Day from July 2017 to February 2020, where he advised companies in the wealth management and FinTech space on their compliance obligations and represented them in regulatory examinations and investigations. Before joining Jones Day, Mr. Bergers served as General Counsel and Managing Director for Legal and Government Relations at LPL from August 2013 to June 2017. Mr. Bergers also spent over a decade working for the U.S. Securities and Exchange Commission from September 1998 to May 2000 and November 2001 to June 2013, including as Acting Deputy Director, Division of Enforcement, and Director of the SEC s Boston office, with responsibility for oversight of registered investment advisers, broker-dealers and public companies in six New England states. Mr. Bergers previously held roles at Tucker Anthony Inc., Choate, Hall & Stewart LLP and Lowenthal & Abrams, P.C. Asiff Hirji, a member of our Board of Directors, has served as the President of Figure Technologies, Inc. ( Figure ), a blockchain-based home equity lender since January 2020. Prior to joining Figure, from November 2017 to June 2019, Mr. Hirji served as President and COO of Coinbase, Inc. ( Coinbase ), where he helped significantly grow the company s revenue and valuation. Prior to Coinbase, Mr. Hirji was an Operating Advisor with Andreessen Horowitz from October 2016 to December 2017, Chief Restructuring Officer of Hewlett Packard Inc. (NYSE: HPQ) from November 2014 to March 2017, and served as President and COO of TD Ameritrade from July 2005 to October 2006. Mr. Hirji has also held senior leadership roles with TPG Capital, Saxo Bank A/S, Hewlett-Packard and Bain Capital, and has served on a number of public and private boards, including Citrix Systems from May 2006 to July 2015, Advent Software from September 2011 to July 2015, and Saxo Bank A/S from December 2010 to September 2018. Mr. Hirji has served as an Advisory Board Member for Nubank (Nu Pagamentos S.A.) since December 2019 and as a Director of Forge (formerly Equidate) since November 2019. Charles Roame, a member of our Board of Directors, has more than two decades of experience providing strategic advice to CEOs, other senior executives and boards of directors in the banking, insurance, brokerage, investment management and FinTech sectors. Since April 1998, Mr. Roame has served as the Managing Partner of Tiburon Strategic Advisors ( Tiburon ), a leading provider of market research and strategy consulting services to financial services firms, and has served as the Managing Partner of the Tiburon Partners Fund, a financial services and FinTech-focused fund, since August 2011. Prior to forming Tiburon in 1998, Mr. Roame served as a management consultant at McKinsey & Company from May 1992 to June 1995, and later as a business strategist at The Charles Schwab Corporation (NYSE: SCHW) from July 1995 to February 1998. Mr. Roame has served as a member of the Board of Directors at Edelman Financial Engines since January 2014, Facet Wealth since January 2018, and SA Mutual Funds since June 2012 and formerly served at Envestnet (NYSE: ENV) from August 2011 to September 2020, including as Vice Chairman and a member of the Board of Directors. April Rudin, a member of our Board of Directors, is an acclaimed financial services and wealth management marketing strategist and Founder and President of The Rudin Group, a financial services marketing firm she founded in March 2010. Ms. Rudin has more than a decade of experience with The Rudin Group designing bespoke marketing campaigns for banks, wealth managers and family offices. Previously, Ms. Rudin served as a Global Office Automation Director at Kelly Services from February 1983 to September 1992 and as a Director of Business Development at Alpine Capital Bank from March 2007 to November 2009. Ms. Rudin has been a featured source of expert commentary in Huffington Post, American Banker, CFA Enterprising Investor, Investment News, Family Wealth Report and other trade publications. Ms. Rudin is a member of the Advisory Board at Private Asset Management, the Board of Advisors for Mirador, LLC and the Global Board of Directors for the Hedge Fund Association, for which Ms. Rudin chairs the High Net Worth Advisory Board. We believe that our extensive relationships across the financial services, FinTech, RegTech and InsurTech industries, comprehensive operating experience building leading companies, transaction experience in acquiring and integrating businesses and focus on partnering with management teams to share our industry knowledge and network of long-standing industry relationships will enable us to access premium acquisition opportunities, consummate an initial business combination and facilitate innovative operational improvements and potential additional acquisitions post-close. Our collective experience in addressing complex situations across consumer- and business-facing business models involving a variety of revenue models and constituents, including numerous regulatory and quasi-regulatory agencies, and developing creative solutions forms the foundation of our competitive advantage. TABLE OF CONTENTS The past performance of our management team or their respective affiliates is not a guarantee of either: (i) success with respect to any business combination we may consummate; or (ii) that we will be able to identify a suitable candidate for our initial business combination. No member of our management team has had management experience with any special purpose acquisition company in the past. You should not rely on the historical record of our management team s or their respective affiliates performance as indicative of future performance. For more information on the experience and background of our management team, see the section entitled Management. Business Strategy We currently intend to concentrate our efforts in identifying businesses in the financial services industry with an enterprise value of approximately $600 million to $1.3 billion, with particular emphasis on FinTech, RegTech, InsurTech, wealth and asset management and human resource and payroll technology (collectively, the Focus Sectors ). We believe the rapid development and sophistication of financial technology presents unique opportunities to accelerate trends and changes underway across the financial services industry. We believe that there are many potential targets within our Focus Sectors and the broader financial services sector that could become attractive public companies. These potential targets exhibit a broad range of business models and financial characteristics from mature businesses with recurring revenues and strong cash flows to high growth innovative companies. Several emerging technologies and business models leveraging technology have begun to redefine the financial services landscape, including, among others: Artificial intelligence and machine learning Digital wealth management Business process automation Application programing interfaces Cloud computing Digital assets and distributed ledger technologies Big data Emerging technologies and business models have led to rapid change in the financial services industry and we believe they will have the largest impact going forward on consumer and business expectations for delivery of financial products and related servicing. At the same time many components of financial services remain highly regulated, requiring management expertise in navigating the regulatory framework in a rapidly shifting landscape. We do not intend to limit our search to one segment within the financial services landscape, but will instead target a wide variety of companies. As technological change, including digital adoption and expectations, continues to evolve, we believe that the sector is poised for strong and sustained growth with several attractive target areas for this opportunity. We believe that our extensive operating experience and demonstrated success leading, advising, investing and acquiring financial services companies provide us with a compelling set of capabilities to generate stockholder returns. We will seek to acquire one or more established businesses that we believe are fundamentally sound but potentially in need of financial, operational, strategic or managerial improvements to maximize value. We will also evaluate earlier stage innovative companies that exhibit the potential to change the industries in which they participate and offer the potential for sustained high levels of revenue growth. Consistent with our industry focus, we intend to target financial services businesses with strong growth opportunities and differentiated products or services. Opportunities range from high-growth, consumer facing technologies to more mature, high-margin, stable businesses which may be engaged in FinTech, RegTech, InsurTech, wealth and asset management and human resource and payroll technology serving the needs of consumers or business customers. We believe our management team s extensive networks will facilitate a broad range of opportunities across the financial services ecosystem. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to TABLE OF CONTENTS divest non-core assets or divisions. Upon completion of this offering, the members of our management team will communicate with their networks of relationships to articulate the parameters of our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. Acquisition / Investment Criteria Consistent with our business strategy, we have identified the following general criteria that we believe are important in evaluating prospective target businesses. We will use these criteria in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria. We expect that no individual criterion will entirely determine a decision to pursue a particular opportunity. We intend to seek a business combination with a business that we believe: Is fundamentally sound and can unlock and enhance shareholder value through a combination with us, thereby offering attractive risk-adjusted returns for our stockholders; Is at an inflection point, such as requiring additional management expertise, and able to accelerate growth and financial performance through differentiated business models and the addition of our operational, financial, transactional and legal expertise and networks; Is in need of a flexible, creative or opportunistic structure where we can deliver additional value; Has a strong, experienced management team, or provides a platform to assemble an effective management team with a track record of driving growth and profitability; Can benefit from being a publicly traded company, with access to broader capital markets, to achieve the business growth strategy; Is poised to grow both organically through the application of technology, as well as inorganically, through bolt-on or transformational acquisitions; Has a leading or niche market position and demonstrates advantages when compared to competitors, which may help to create barriers to entry against new competitors; and Exhibits unrecognized value or other characteristics that we believe can be enhanced based on our analysis and due diligence review. We anticipate offering the following benefits to our business combination partner: Partnership with our management team members who have extensive and proven experience in operating, leading, advising and investing in market-leading financial services and FinTech companies; Access to our deep and broad networks, insights and operational, financial, transactional, and legal and regulatory expertise; Increased company profile and improved credibility with investors, customers, suppliers and other key stakeholders; Higher level of engagement with core, relevant, fundamental investors as anchor shareholders than what a traditional IPO book-building process offers; Lower risk and expedited path to a public listing with flexible structuring; Infusion of cash and ongoing access to public capital markets; Listed public currency for future acquisitions and growth; Ability for management team to retain control and focus on growing the business; and Opportunity to motivate and retain employees using stock-based compensation. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria as well as other considerations and factors that our management team and advisors may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder TABLE OF CONTENTS communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. We may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination. We intend to acquire a company with an enterprise value significantly above the net proceeds of this offering and the sale of the private placement warrants. Depending on the size of the transaction or the number of public shares we become obligated to redeem, we may potentially utilize several additional financing sources, including but not limited to the issuance of additional securities to the sellers of the target , the issuance of debt by banks or other lenders or the owners of the target, a private placement to raise additional funds, or a combination of the foregoing. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient to meet our obligations or our working capital needs, we may need to obtain additional financing. Notwithstanding the foregoing, these criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may or may not be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management may deem relevant. Our Acquisition Process In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We will also utilize the expertise of our management team and advisors in analyzing financial services, FinTech, RegTech, InsurTech, wealth and asset management and human resource and payroll technology companies, and evaluating financial and operating projections and determining the appropriate return expectations given the risk profile of the target business. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of our independent directors, will obtain an opinion that our initial business combination is fair to us from a financial point of view from either an independent investment banking firm or an independent accounting firm. Our sponsor, our directors and members of our management team may directly or indirectly own our founder shares, Class A common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officer or director is made a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our second amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. TABLE OF CONTENTS Our officers, directors and any of their respective affiliates may sponsor or form, or, in the case of individuals, serve as a director or officer of, other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Initial Business Combination Nasdaq listing rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the trust account (excluding any deferred underwriting fees and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of the 80% of net assets test. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination or, subject to certain exceptions, subsequent material transactions with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, to the extent required by applicable law or our board of directors, will obtain an opinion from an independent investment banking firm or an independent accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a specific target business nor have they had any substantive TABLE OF CONTENTS discussions with possible target businesses. We have not (nor have any of our agents or affiliates) substantively engaged with any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive action, directly or indirectly, with any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Corporate Information Our executive offices are located at 292 Newbury Street, Suite 293, Boston, MA 02115 and our telephone number is (617) 510-1991. We maintain a corporate website at . The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the aggregate worldwide market value of our Class A common stock that is held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equal or exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the prior June 30th. TABLE OF CONTENTS THE OFFERING
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001822877_vy-global_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001822877_vy-global_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b44502af4bdda0539535df2d4c0dffca442a4774
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001822877_vy-global_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; company, we, us, our, or our company are to Vy Global Growth, a Cayman Islands exempted company; founders are to Alexander Tamas, our Chairman and Chairman of the Board, John Hering, our Chief Executive Officer and Director, Katja Lake, our Chief Financial Officer, and Daniel Schwarz, our Chief Operating Officer; founder shares are to our Class B ordinary shares outstanding as of this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to our sponsor and each other holder of founder shares upon the consummation of this offering; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; our founding team are to our executive officers and directors (including our director nominees who will become directors at the consummation of this offering); private placement warrants are to the warrants sold to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shareholders are to the holders of our public shares, including our sponsor and founding team to the extent our sponsor and/or members of our founding team purchase public shares, provided that our sponsor s and each member of our founding team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares to be sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); sponsor are to Vy Global Growth Management Co., a Cayman Islands limited liability company; and Vy Capital are to Vy Capital Holding Company (Cayman) and its affiliates, an affiliate of our sponsor. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. TABLE OF CONTENTS If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AMOUNT BEING REGISTERED PROPOSED MAXIMUM OFFERING PRICE PER SECURITY(1) PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of a redeemable Warrant to acquire one Class A ordinary shares (2) 57,500,000 units $ 10.00 $ 575,000,000 $ 74,635.00(5) Class A ordinary shares included as part of the Units(3) 57,500,000 shares (4) Redeemable warrants to acquire one Class A ordinary share included as part of the Units (3) 11,500,000 warrants (4) Total $ 575,000,000 $ 74,635.00(5) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. (2) Includes 7,500,000 Units, consisting of 7,500,000 Class A ordinary shares and 1,500,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS A LETTER TO INVESTORS AND FOUNDERS Dear Investors and Founders, The name Vy is derived from aviation it denotes the speed of the optimal rate of climb over time. It s not the steepest angle of climb; it s the optimal rate of climb that ultimately launches us the furthest. We believe that industry-defining technology companies exhibit the characteristics of Vy and that those who patiently build for the long term will be ultimately rewarded. The Vy Global Growth team is led by seasoned technology entrepreneurs and investors who have been building and investing in the world s leading technology companies for over a decade. We know what the journey is like. We have seen founders through the trials and tribulations of company building and importantly, have been by their sides as they navigated unknown waters and transitioned from the private markets to the public markets. We manage over $2 billion in assets and are trusted by many of the world s top institutions, non-profit foundations, and university endowments to identify and back the best founders in the technology industry. We have designed our structure to be fundamentally long-term oriented and operate based on a set of principles that we believe sets us up to achieve outsized results. These principles are simple and are as follows: Technology Centric: Technology is a ubiquitous force that pervades every industry and is at the core of human progress. Technology has become a major factor in industries such as travel, retail, food, transportation, communication, entertainment and financial-services. Technology companies have the potential to change the world by collectively changing the face of their respective industries. Vy Global Growth seeks to play a meaningful role in accelerating technological progress by bringing such leading companies to the public markets. Founder Driven: We are builders and founders supporting builders and founders. Founders of technology companies are building the future for all of us. It is the teams with the vision, drive and persistence that have the opportunity to build durable businesses that can truly effect change. At Vy Global Growth we are motivated by the desire to support exceptional mission-driven founders who have the ambition to build for the long term. Long-Term Oriented: We always overestimate the change that will occur in the next two years and underestimate the change that will occur in the next ten (Bill Gates The Road Ahead). At Vy, we believe that the compounding benefit of technology is the most powerful force in the universe and understand that this is the result of years and years of hard work and dedication, not the result of what happens in any given quarter. We see an IPO not as an exit but as a stepping stone for a company to access the resources of public markets to continue to build for the long term. Vy Global Growth will support our founders to enable them to focus on the change they can create over the course of decades. We believe that our success will be measured both by impact and the shareholder value we create over the long term. This value will be a direct result of our ability to identify world-class companies, with mission-driven founders, and partner with them through their transition to the public markets and beyond. Getting this right carries substantial rewards and has the potential to produce outsized returns for humanity and shareholders alike. We are grateful to be on this mission and will work tirelessly to help create the future. John Hering CEO, Vy Global Growth Alexander Tamas Chairman, Vy Global Growth TABLE OF CONTENTS Overview We are a newly formed blank check company that intends to partner with a technology business that will benefit from our global expertise to define the future of its industry. We believe our investing and operating experience, together with our deep network of founder relationships, will enable us to identify a wide range of attractive potential business combinations. Our sponsors have a track record in executing significant technology investments in the private and public markets. Vy Capital is a global technology investment firm with more than $2 billion in assets under management with a focus on concentrated investments in category-defining technology companies with the potential to meaningfully impact humanity. Moore Capital Management ( MCM ) is a private investment firm and hedge fund industry pioneer with significant expertise investing across public and private asset classes. We plan to identify high-quality businesses run by exceptional teams pursuing market-shaping opportunities. We embrace a founder-centric approach to investing and devote substantial resources and time to understand the vision and long-term conviction of the founders with whom we partner. Once committed, we align ourselves with the vision of our founder partners and apply our global operating and investing expertise to maximize the probability of long-term success. Our founders have sourced, diligenced, and backed many founder-led companies that seek to define their markets. We expect to be guided by the objectives and approach outlined herein. We are incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. Investing in Technology Technology, at the most basic level, is a tool or set of tools that enable you to do more than you could without it. The tools with the greatest impact are those that enable you to do something new or something you couldn t do before, such as: the wheel, the printing press, a Turing machine, the internet, the mobile phone. Each of these technologies changed the trajectory of human civilization. The rate at which these revolutionary inventions emerge is accelerating. Our perception has followed suit. Our view of technology has evolved from infrequent external influence to a discrete industry like transportation or retail to a ubiquitous force that permeates every sector. Technology has transformed not just how we design and build products and win customers, but also lowered barriers to people interested in using technology to disrupt new industries. The internet has eliminated distribution costs and lowered entry barriers, connecting the globe and empowering entrepreneurs all over the world to challenge incumbents and create new markets at a speed and scale unimaginable two decades ago. With this global opportunity, private technology company formation has exploded. In 2011, approximately 11,000 private companies raised $67 billion in venture capital. In 2019, the number of companies who raised capital had more than doubled while funding more than quadrupled, according to PitchBook. Private valuations have increased as well. Since 2010, the number of private technology companies valued over $1 billion has increased from 18 to 428, based on PitchBook data. In 2020 to date, 65 were added, 3.6x the total number in existence in 2010. The trajectory to $1 billion is shortening as the velocity of change accelerates. Between 2005 and 2010, the median time to reach a $1 billion valuation was 8 years, among private technology companies worldwide. For the companies who achieved this milestone after 2014, the median time was 3 years. Private and public investor demand for technology assets remains robust. However, only 192 technology companies with market capitalizations in excess of $1 billion have gone public since 2010, according to Dealogic. Compared to the rate at which $1 billion private technology companies are emerging, IPOs have not kept pace. Despite public investor demand, late-stage technology companies are staying private longer, supported by venture capital. According to data published by Prof. Ritter, the median age of a technology company at IPO increased from five to ten years between 1999 and 2019. Over the same period, the median market capitalization at IPO increased from $493 million to $2.3 billion. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 2020 PRELIMINARY PROSPECTUS $500,000,000 Vy Global Growth 50,000,000 Units Vy Global Growth is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fifth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 7,500,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we do not consummate an initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Vy Global Growth Management Co., has agreed to purchase an aggregate of 8,000,000 warrants (or 9,000,000 warrants if the underwriters over-allotment option is exercised in full), at a price of $1.50 per warrant in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $12,000,000 (or $13,500,000 if the over-allotment option is exercised in full) that will close simultaneously with the closing of this offering. Each private warrant is identical to the public warrants sold in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders currently own an aggregate of 14,375,000 Class B ordinary shares (up to 1,875,000 of which are subject to forfeiture) which will automatically convert into Class A ordinary shares at the time of our initial business combination as described herein. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Our sponsor has indicated an interest to purchase up to an aggregate of 10,000,000 of our Class A ordinary shares (for $10.00 per share or $100,000,000 in the aggregate) in a private placement that would occur concurrently with the consummation of our initial business combination. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. We are not under any obligation to sell any such shares. Such investment would be made on terms and conditions determined at the time of the business combination. Currently, there is no public market for our securities. We have applied to have our units listed on the New York Stock Exchange, or NYSE, under the symbol VYGG.U. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on NYSE under the symbols VYGG and VYGG.W , respectively, on the 52nd day following the date of this prospectus unless Morgan Stanley and Deutsche Bank Securities inform us of their decision to permit earlier separate trading and we have satisfied certain conditions described herein. We are an emerging growth company and smaller reporting company under applicable federal securities laws and, as such, will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 34 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PER UNIT TOTAL Public offering price $ 10.00 $ 500,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 27,500,000 Proceeds, before expenses, to us $ 9.45 $ 472,500,000 (1) Includes $0.35 per unit, or $17,500,000 in the aggregate (or $20,125,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting beginning on page 151 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $500.0 million, or $575.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Morgan StanleyDeutsche Bank Securities , 2020 TABLE OF CONTENTS The availability of private capital from an expanding set of investors and greater maturity in secondary markets have enhanced funding alternatives and alleviated employee liquidity pressure. The time commitment and disclosure restrictions of a traditional IPO can divert management attention and impede investor understanding of a company s full commercial potential. The need for companies to return existing shareholder capital and the ongoing limitations of the traditional IPO process have created a significant opportunity for alternative public listing mechanisms. Market Opportunity The imbalance between public market demand for high growth technology assets and the rate at which the traditional IPO process supplies investable opportunities creates favorable conditions for our acquisition company and the unique expertise we offer. The vast majority of these late-stage private companies value and seek the benefits of publicly-traded shares. They want to provide liquidity to reward and retain their existing employees while improving their ability to attract new talent. They desire the greater financial flexibility afforded by increasing the funding options to support their long-term strategy and operations, including the ability to use their stock to compete for acquisitions against larger incumbents. They also want to enable their existing investors to redeploy capital to fund the next generation of founders building category-defining companies. The impact of a public listing extends beyond a company, its employees, and private institutional investors. Technology IPOs enable individual investors to participate and share in the upside in the sector that has been, and we believe, will continue to be the largest driver of economic growth worldwide for decades to come. Between 2010 and 2020, the technology sector outperformed the broader S&P 500 by 7% per year with a cumulative difference of 232%. The global pandemic has underscored the scale and length of this multi-decade secular growth story. Since the market lows near the beginning of the pandemic in March 2020, technology companies in the S&P 500 have outperformed the broader index by 11%, representing $2.9 trillion in market value. With our financial, strategic and operational support, we believe many of the scaled private technology companies could successfully access these public market benefits today. Our special purpose acquisition company provides the enhanced disclosure, timing flexibility, and stakeholder alignment to support a potential target in their transition to a public company. Combined with our global investor and operator experience within the technology sector, we believe the opportunity for these companies to work alongside our team and board members will be transformative. Our Management Team Our management team will consist of Alexander Tamas, our Chairman, John Hering, our Chief Executive Officer, Daniel Schwarz, our Chief Operating Officer, and Katja Lake, our Chief Financial Officer. They will be supported by the Vy Capital investment team, the broader Vy Capital organization, and our independent directors, as further described below. Alexander Tamas serves as our Chairman and Chairman of our board of directors. Mr. Tamas, a German citizen, worked in the technology mergers and acquisitions group at Goldman Sachs in London before joining DST as Partner in 2008. At DST, he personally led and sourced some of the most important technology investments of that time, including leading early primary investments in Facebook, Airbnb, Spotify, Twitter, JD.com, Alibaba, Xiaomi and Zalando. He also helped to consolidate the Russian Internet sector around Mail.ru as its Managing Director and took the company public in 2010. After leaving DST, Mr. Tamas founded Vy Capital with a vision of building a technology investment venture capital firm designed to invest in some of the world s leading companies and own them for decades. Mr. Tamas is also the founder of numerous companies and initiatives, such as the venture-backed data science company, Synaptic, the Alexander Tamas Fellowship at the Future of Humanity Institute at Oxford, a neuroscience research institute at Imperial College, and, together with Mr. Hering, Mr. Tamas helped to form a biosafety initiative in partnership with UCSF and CZ BioHub. John Hering serves as our Chief Executive Officer and on our board of directors. Mr. Hering is also a founding Partner at Vy Capital. Mr. Hering has spent his entire career as a technology founder, entrepreneur, and investor. He co-founded Lookout, a leading global cybersecurity company. Lookout protects over 175 million devices globally and works with many of the largest organizations in the world including the US TABLE OF CONTENTS Department of Defense and the New Zealand Defense Force. Lookout is backed by over $350 million in venture capital from investors including Andreessen Horowitz, Blackrock, T. Rowe Price, Goldman Sachs, Morgan Stanley, and Qualcomm. Mr. Hering served as the company s Chief Executive Officer until March 2014, and he currently serves as a Co-Founder and Executive Director. Mr. Hering also co-founded Coalition, a leading global cybersecurity insurance company. Partnered with leading global insurer Swiss Re Corporate Solutions, Coalition is the leading provider of cyber insurance and security, combining comprehensive insurance and proactive cybersecurity tools to help businesses manage and mitigate cyber risk. Coalition is backed by over $100 million in venture capital from leading investors including Hillhouse Capital, Ribbit Capital, and Vy Capital. Mr. Hering is a prolific technologist and has co-authored 43 patents primarily in the fields of Cybersecurity, cloud, and mobile technologies. Mr. Hering studied Public Policy, Planning, and Development at the University of Southern California. Our management team also includes Daniel Schwarz, our Chief Operating Officer, and Katja Lake, our Chief Financial Officer. Mr. Schwarz is the Chief Operating Officer and Director of Vy Capital. Prior to Vy Capital, Mr. Schwarz was a Director and investment advisor at UBS and served as the Head of Asset Management and member of the Asset Allocation Committee for a multi-billion private client bank. Mr. Schwarz started his career at Goldman Sachs. Mrs. Lake is the Chief Financial Officer and the Head of Investor Relations at Vy Capital. Prior to Vy Capital, Mrs. Lake was previously a Vice President at Deutsche Bank where she had served for over 20 years. During her tenure at Deutsche Bank, she held various senior fund structuring roles for private bank, international wealth management and institutional clients. Our Investment and Operations Team Vy Capital's investment and operations team is led by the management team and includes the following key team members: Vamsi Duvvuri is a Managing Director at Vy Capital and is the head of Vy Capital s emerging market investments. He is currently a board observer at top growth-stage companies including Zomato, Upgrade and Urban Company. Prior to joining Vy Capital in 2013, Mr. Duvvuri worked as an equity research analyst at Religare Capital. Mr. Duvvuri received his BTech degree in Computer Science and Engineering from Indian Institute of Technology, Kanpur and his MBA from Indian Institute of Management, Ahmedabad. James Burgess is the Chief Technology Officer of Vy Capital and is responsible for information technology, cybersecurity, and technical diligence. He has spent the past 20 years as an entrepreneur and technologist, overseeing operational and engineering roles in the cloud, mobile, and security spaces. Prior to Vy Capital, Mr. Burgess was the co-founder and CIO of Lookout, a leading cybersecurity company protecting data, privacy, and mobile devices. At Lookout, Mr. Burgess was responsible for global infrastructure, technical operations, information security, data engineering, and corporate IT. His cybersecurity work has been recognized at top industry conferences including DEF CON and Black Hat, and he has co-authored over 25 patents in the field. Mr. Burgess graduated from the University of Southern California with a B.A. in Social Sciences, emphasis Economics. Pablo Mendoza is a Vice President at Vy Capital. Prior to Vy Capital, Mr. Mendoza worked at Goldman Sachs investment banking division where he executed multiple cross-border M&A transactions. Pablo is a graduate of Columbia University, double majoring in Latin American Studies and Business Management. Our Sponsorship Team Vy Capital Vy Capital is a global technology investment company with over $2 billion in assets under management. Co-founded by Alexander Tamas and John Hering, Vy Capital takes a fundamentally long term approach partnering with technology founders across the globe to build category defining companies that have the potential to meaningfully impact humanity. Vy Capital makes a small number of concentrated investments in pioneering technology companies and manages capital primarily on behalf of its founders and limited partners. Vy Capital has advisory offices in San Francisco and Dubai. TABLE OF CONTENTS Moore Capital Moore Capital Management, LP ( MCM ) is a private investment firm with offices in New York, London and Hong Kong. A hedge fund industry pioneer, MCM was founded in 1989 by Louis Moore Bacon, who serves as MCM s Chairman and Chief Executive Officer. MCM s multi-manager platform invests the private capital of MCM s principals, with MCM having returned client assets from its multi-asset hedge funds at the beginning of 2020. MCM s portfolio management teams invest in all sectors of global markets, including equities, foreign exchange, interest rates, credit, and commodities. Moore Strategic Ventures, LLC, Mr. Bacon s private equity and special opportunities vehicle, invests in businesses and managed funds worldwide, including funds managed by Vy Capital. Business Strategy Our strategy is to identify and complete a business combination where we can apply our unique global operational and investment expertise in order to create value for our shareholders over time. We believe our prior investing and operating experience, alongside our deep network of founder relationships will allow us to identify a wide range of attractive combination opportunities. We seek to use our capital to empower founders, executives and management teams to build category defining businesses that will stand the test of time. Vy Capital s core philosophy and investment strategy is defined by the following objectives: We understand the power of technology: We have founded, invested in and scaled technology companies to valuations in the billions. The founders with whom we have partnered value our technical expertise, particularly in cybersecurity, in addition to our operating and strategic advice. We look for businesses that are founder-led with a long-term vision: We are founders at heart, and believe that a vision-driven founder mentality and commitment to building for the long-term are critical to business success. We believe that category-defining companies address large markets where sustainable competitive advantages can drive long-term growth and value creation. We aim to maximize our returns and capture value by investing for the long term, and viewing opportunities with a multi-decade time horizon. We are deeply involved in the strategic and operational aspects of businesses: Our track record in founding, investing, scaling, and operating successful businesses provides our team with invaluable experience. We have applied this expertise in several of our prior investments and have realized successful outcomes as a result. Examples of our strategic and operational involvement include the hiring of senior management and software engineering teams, the build out of data science platforms, advising on mergers and acquisitions, IPO processes, commercial rollout strategies, new market assessments, product features and ideas, and the orchestration of large private capital raises in addition to our own investments. We believe in the human element of business: We invest heavily in long-term relationships that are built on personal connection and trust. Our proprietary deal sourcing has been enabled by authentic relationships established well before any transaction. Additionally, our partnerships with management teams enable us to become long-standing advisors for the businesses in which we invest. Our portfolio company email addresses, company ID badges, and access to internal data systems reflect the trust we have built with founders and teams. We are selective and have unique access: We have led fundraising rounds in the vast majority of our past investments at Vy Capital and avoid competitive processes. We believe this philosophy, combined with our expertise, maximizes returns for our investors, and drives us to pursue opportunities that are unique and proprietary. With the increase in available capital, we recognize the value of mutual selectivity, and focus on partnering with founders who share our vision, long-term orientation and value our network and expertise. We are driven and empowered by data: As part of our investment process, we employ a data-driven approach to vet and underwrite businesses. We incubated and commercialized our own proprietary data analytics platform, Synaptic, to assess the performance of businesses from the outside in utilizing over 5 billion unique data points every month. This platform enables us to derive key insights about a TABLE OF CONTENTS potential investment before ever meeting the company and is currently utilized by a number of world-class investment firms. We plan to consider companies in a variety of sectors but are guided by the tenets of our philosophy as articulated above. Following the initial business combination, we expect to collaborate with management on a number of initiatives, including, but not limited to, navigating the public markets, mergers and acquisitions, capital allocation decisions, talent acquisition, and broadening their network of potential partners and customers. We believe our track record of strategic and operational success as well as our support of management teams will make us a partner of choice for a category-defining business. Our Value Add We believe our founder mentality, our vast experience as entrepreneurs and operators at scale, our global operational and strategic expertise, and our investing acumen give us an advantage to attract a category-defining technology company for a business combination and help it achieve substantial long-term growth. Founder mindset: We don t just know founders, we are founders. We believe that this mentality enables us to build strong and lasting relationships with operators and enables us to provide differentiated advice for our partners. Long-term commitment: We invest in businesses that have long-term potential and an opportunity to define an industry. We are therefore committed to providing advice and expertise that has the long-term success of a business in mind rather than optimizing solely for quarterly performance. We believe that this will be valuable as we collaborate with management teams following our initial business combination. Inherently global: We have built, operated, and invested in firms across the globe, including in the United States, Asia, and Europe. We apply lessons learned from an investment in one geography across all others with a globally distributed team designed to meet entrepreneurs where they live. We believe our global approach is instrumental in supporting our initial business combination. Strategic, operational, and capital advice: We have a strong track record of building and scaling businesses. Our success in these companies has been predicated on our ability to provide strong strategic, operational, and capital advice. We believe this balanced approach allows us to provide a broad range of value to businesses that we partner with. Proprietary deal sourcing: We believe that the lessons we have learned through our proprietary deal sourcing process can be applied to enable and empower businesses. We seek to evaluate opportunities where we can apply this expertise and knowledge in order to drive value. Acquisition Criteria Consistent with our investment philosophy and strategy, we plan to identify high-quality businesses run by exceptional management teams driving category defining market opportunities. We expect to be guided by the objectives outlined above in evaluating opportunities, but we may decide to complete our initial business combination with a target business that does not meet some or all of these criteria. The criteria set forth above are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management and our investment team may deem relevant. Our Forward Purchase Agreement and Committed Capital We believe our ability to complete our initial business combination will be enhanced by the certainty we bring by entering into a forward purchase agreement with each of the forward purchase investors pursuant to which the forward purchase investors have agreed to purchase, in the aggregate, up to $100,000,000 of forward purchase units. Each forward purchase unit will consist of one Class A ordinary share, or a forward purchase TABLE OF CONTENTS share, and one-fifth of one warrant to purchase on Class A ordinary share, or a forward purchase warrant, at a purchase price of $10.00 per unit, and will be sold in a private placement concurrently with the closing of our initial business combination. The terms of the forward purchase shares and forward purchase warrants, respectively, will generally be identical to the terms of the shares of Class A common stock and the redeemable warrants included in the units being issued in this offering, except that the forward purchase shares will have certain registration rights, as described herein. We believe our committed capital will make us more attractive to a potential business combination target. General We are a newly incorporated blank check company incorporated on August 18, 2020 as a Cayman Islands exempted company incorporated for the purpose of partnering with founders, operators, and entrepreneurs to build great companies and advance the innovation economy by offering an alternate path to the public markets, which we will achieve by effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our founding team s background, and to capitalize on the ability of our founding team to identify and acquire a business, focusing on the technology industry. Initial Business Combination The NYSE rules and our amended and restated memorandum and articles of association require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). We refer to this as the 80% net assets test. If our board of directors (the board ) is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm, which is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% but more of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the partner or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post business combination company owns or acquires 50% or more of the voting securities of the partner, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one partner business, the 80% be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. TABLE OF CONTENTS While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a partner business or businesses, our board may be unable to do so if our board is less familiar or experienced with the partner company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the partner business meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of a partner business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We may pursue an initial business combination opportunity jointly with our sponsor, Vy Capital or one or more of its affiliates and/or investors in Vy Capital, which we refer to as an Affiliated Joint Acquisition. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. Any such issuance of equity or equity-linked securities would, on a fully diluted basis, reduce the percentage ownership of our then-existing stockholders. Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B ordinary shares, issuances or deemed issuances of Class A ordinary shares or equity-linked securities (other than the forward purchase securities) would result in an adjustment to the ratio at which Class B ordinary shares shall convert into Class A ordinary such that our sponsor and its permitted transferees, if any, would retain its aggregate percentage ownership at 20%, on an as-converted basis, of the sum of the total number of ordinary shares issued and outstanding upon the consummation of this offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans, unless the holders of a majority of the then outstanding Class B ordinary agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Neither our sponsor nor Vy Capital nor any of their respective affiliates, have an obligation to make any such investment. We currently anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the partner business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the partner business in order to meet certain objectives of the partner management team or shareholders or for other reasons including an Affiliated Joint Acquisition, as described above, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the partner or otherwise acquires a controlling interest in the partner sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-business combination company owns or acquires 50% or more of the voting securities of the partner, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a partner. In this case, we would acquire a 100% controlling interest in the partner. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to the completion of our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for TABLE OF CONTENTS purposes of the 80% of net assets test. If the business combination involves more than one partner business, the 80% of net assets test will be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Our sponsor has indicated an interest to purchase up to an aggregate of 10,000,000 of our Class A ordinary shares (for $10.00 per share or $100,000,000 in the aggregate) in a private placement that would occur concurrently with the consummation of our initial business combination. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. We are not under any obligation to sell any such shares. Such investment would be made on terms and conditions determined at the time of the business combination. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Vy Capital, our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Vy Capital, our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. Affiliates of Vy Capital and members of our board of directors will directly or indirectly own founder shares and private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Vy Capital is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with us and we will not consider a business combination with any company that has already been identified to Vy Capital as a suitable acquisition candidate for it, unless Vy Capital, in its sole discretion, declines such potential business combination or makes available to us a co-investment opportunity in accordance with Vy Capital s applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to select or locate any such acquisition candidate. Vy Capital may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These Vy Capital investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. In addition, certain of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of Vy Capital and certain companies in which Vy Capital or such entities have invested. As a result, if any of our founders, TABLE OF CONTENTS officers or directors becomes aware of a business combination opportunity, which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any Vy Capital funds or other investment vehicles), then, subject to their fiduciary duties under applicable law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to Vy Capital or our founders may be suitable for both us and a current or future Vy Capital fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio company or other entity before being directed, if at all, to us. None of Vy Capital, our founders or any members of our board of directors who are also employed by Vy Capital or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of Vy Capital. In addition, our founders, officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our founders, officers and directors have, and will have in the future, time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by Vy Capital. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investments funds, accounts, co-investment vehicles and other entities managed by Vy Capital (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles and other entities), Vy Capital and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. Unlike some other similarly structured special purpose acquisition companies, the requirement that we complete our initial business combination within 24 months from the closing of this offering will be automatically extended to 27 months if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering. Corporate Information Our executive offices are located at Floor 4, Willow House, Cricket Square, Grand Cayman, KY1-9010. We maintain a corporate website at https://www.vygg.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute TABLE OF CONTENTS payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. TABLE OF CONTENTS THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our founding team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 50,000,000 units (or 57,500,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-fifth of one redeemable warrant. Proposed NYSE symbols Units: VYGG.U Class A ordinary shares: VYGG Warrants: VYGG.W Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Morgan Stanley and Deutsche Bank Securities inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over- allotment option. TABLE OF CONTENTS Units: Number outstanding before this offering 0 Number outstanding after this offering 50,000,000(1) Ordinary shares: Number outstanding before this offering 12,500,000(2)(3) Number outstanding after this offering 62,500,000(1)(2)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 8,000,000(1) Number of warrants to be outstanding after this offering and the private placement 18,000,000(1)(5) Exercisability Each whole warrant sold in this offering is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-fifth of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for partner businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our (1) Assumes no exercise of the underwriters over-allotment option. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (3) Does not include up to 1,875,000 founder shares that are currently outstanding and subject to forfeiture if the underwriters over- allotment option is not exercised. (5) Includes 10,000,000 public warrants included in the units sold in this offering and 8,000,000 private placement warrants underlying the private placement units to be sold in the private placement. TABLE OF CONTENTS initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our ordinary shares during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business TABLE OF CONTENTS combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sales price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the Reference Value ). We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 After the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants TABLE OF CONTENTS Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below); if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before we send the notice of redemption to the warrant holders; and if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the private placement warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder s ability to cashless exercise its warrants) as the outstanding public warrants as described above. The fair market value of our Class A ordinary shares shall mean the volume-weighted average price of our Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Indication of Interest Our sponsor has indicated an interest to purchase up to an aggregate of 10,000,000 of our Class A ordinary shares (for $10.00 per share or $100,000,000 in the aggregate) in a private placement that would occur concurrently with the consummation of our initial business combination. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. We are not under any obligation to sell any such shares. Such investment would be made on terms and conditions determined at the time of the business combination. Founder shares On August 19, 2020, our sponsor paid $25,000, or approximately $0.002 per share, to cover for certain offering costs in consideration for 14,375,000 founder shares. Prior to the consummation of this offering, our sponsor intends to transfer 50,000 Class B ordinary shares to each of our independent directors. These 300,000 shares TABLE OF CONTENTS shall not be subject to forfeiture in the event the underwriters' overallotment option is not exercised. Prior to the initial investment in us of $25,000 by the sponsor, we had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to us by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our initial shareholders (and their permitted transferees), on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 1,875,000 founder shares held by our sponsor are subject to forfeiture, depending on the extent to which the underwriter s over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to the completion of our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold, (ii) to waive their redemption rights with respect to any founder shares and any public shares purchased during or after this offering in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering, or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to TABLE OF CONTENTS any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering). If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our founding team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 18,750,001, or 37.5%, of the 50,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised); the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our initial shareholders have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and founding team with respect to any founder shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in TABLE OF CONTENTS the aggregate, on an as- converted basis, 20% of the sum of the total number of ordinary shares issued and outstanding upon the consummation of this offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by us in connection with or in relation to the consummation of the initial business combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of our board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution passed by a majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of the NYSE then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Our amended and restated memorandum and articles of association provide that our board of directors will be divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 8,000,000 private placement warrants (or 9,000,000 private placement warrants if the underwriters over-allotment option is exercised in full) for a purchase price of $12,000,000 (or $13,500,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The private placement warrants will be non- redeemable by us (except as set forth TABLE OF CONTENTS under Description of Securities Warrants Public Shareholders . Warrants Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the historical fair market value over the exercise price of the warrants by (x) the historical fair market value. The historical fair market value will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account $500,000,000 (or $575,000,000 if the over-allotment option is exercised in full) of the net proceeds of this offering and the proceeds we will receive from the sale of the private warrants, or $10.00 per unit sold to the public in this offering, will be deposited in a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus and approximately $1,000,000 will be used to pay expenses in connection with the closing of this offering and approximately $1,000,000 will be used for working capital following this offering. These proceeds include $17,500,000 ($20,125,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions which will be paid to the underwriters upon the closing of the business combination. The remainder of the net proceeds of this offering will not be held in the trust account. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will TABLE OF CONTENTS not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering, or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest income (if any) to pay our income taxes, if any. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.5% per year, we estimate the interest earned on the trust account will be approximately $2,500,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and TABLE OF CONTENTS any loans or additional investments from our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination NYSE rules and our amended and restated memorandum and articles of association require that our initial business combination must occur with one or more partner businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the partner or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the partner, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one partner business, the 80% of net assets test will be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to the completion of our initial business combination, subject to applicable securities laws (including with respect to material TABLE OF CONTENTS nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If our sponsor, directors, executive officers, advisors or their affiliates engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a partner that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per- share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest TABLE OF CONTENTS earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption right may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering, or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. Limitations on redemptions Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the partner or its owners, (ii) cash to be transferred to the partner for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. TABLE OF CONTENTS Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and our founding team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 18,750,001, or 37.5%, of the 50,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and TABLE OF CONTENTS file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our founders to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our founding team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a partner that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that TABLE OF CONTENTS hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the partner or owners of the partner of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-business combination businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association provides that we will have only 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering, to consummate our initial business combination. If we do not consummate an initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our TABLE OF CONTENTS warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering. Our initial shareholders have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement warrants they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering, and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering, (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such TABLE OF CONTENTS an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering- related and organizational expenses; reimbursement for office space, secretarial and administrative services provided to us by our sponsor, in the amount of $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination company at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to the completion of our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. TABLE OF CONTENTS Audit committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest Vy Capital manages several investment vehicles. Vy Capital, may compete with us for acquisition opportunities. If they decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Vy Capital may be suitable for both us and for current or future Vy Capital funds and may be directed to such Vy Capital funds rather than to us. Neither Vy Capital nor members of our management team who are also employed by Vy Capital or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member solely in his or her capacity as an officer of the Company. Vy Capital and/or our management, in their capacities as employees of Vy Capital or in their other endeavors, may be required to present potential business combinations to other entities before they present such opportunities to us. Each of our officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to another entity, including private funds under the management of Vy Capital and their respective portfolio companies, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. In addition, existing and future funds managed by Vy Capital and their respective portfolio companies may compete with us for business combination opportunities and, if such opportunities are pursued by such entities, we may be precluded from pursuing such opportunities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and may only decide to present it to us if such entity rejects the opportunity and consummating the same would not violate any restrictive covenants to which such officers and directors are subject. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. Notwithstanding the foregoing, we may pursue an Affiliated Joint Acquisition opportunity with one or more affiliates of Vy Capital and/or investors in Vy Capital. Such entities may co-invest with us in the target business at the time of our initial business combination, TABLE OF CONTENTS including pursuant to their rights contained in the forward purchase agreement, or we could raise additional proceeds to complete the acquisition by issuing to such entities a class of equity or equity-linked securities. TABLE OF CONTENTS Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our founding team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001822929_eucrates_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001822929_eucrates_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..221ab8328a9cac5a9d0bb2e1d6e793b88972d1f7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001822929_eucrates_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus: references to we, us or our company refer to Eucrates Biomedical Acquisition Corp., a BVI business company with limited liability; references to the BVI refer to the British Virgin Islands; references to the Companies Act and the Insolvency Act refer to the BVI Business Companies Act, 2004 and the Insolvency Act, 2003 of the British Virgin Islands, respectively and in each case as amended; references to founder shares refer to the 2,875,000 ordinary shares currently held by the initial shareholders (as defined below), which include up to an aggregate of 375,000 ordinary shares subject to forfeiture by our sponsor to the extent that the underwriters over-allotment option is not exercised in full or in part; references to our initial shareholders refer to our sponsor and any of our officers or directors that hold founder shares; references to our insider units refer to the 350,000 (or 380,000 if the over-allotment is exercised in full) units we are selling privately to our sponsor and/or its designees upon consummation of this offering; references to our management or our management team refer to our officers and directors; references to private units refer to the insider units; references to ordinary shares refer to the ordinary shares of no par value in the company; references to private shares and private warrants refer to the ordinary shares and warrants, respectively, included within the private units; references to our public shares refer to ordinary shares which are being sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and references to public shareholders refer to the holders of our public shares, including our initial shareholders to the extent our initial shareholders purchase public shares, provided that their status as public shareholders shall exist only with respect to such public shares; references to our sponsor refer to Eucrates LLC, a Delaware limited liability company, the managing members of which are expected to be Parag Saxena, our Chief Executive Officer, and Stelios Papadopoulos, our Chairman; and references to our warrants or public warrants refer to the warrants which are being sold as part of the units in this offering. You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. Introduction We are a newly organized blank check company incorporated on August 21, 2020 as a British Virgin Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, TABLE OF CONTENTS Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee Units, each consisting of one ordinary share of no par value and one-third of one Warrant (2)(3) 11,500,000 $ 10.00 $ 115,000,000 $ 12,546.50 Ordinary Shares of no par value, included as part of the Units (3) 11,500,000 (4) Warrants included as part of the Units(3) 3,833,334 (4) Total $ 115,000,000 $ 12,546.50(5) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (2) Includes (i) Units and (ii) ordinary shares and (iii) Warrants underlying such Units which may be issued on exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) No fee pursuant to Rule 457(i). (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS directly or indirectly, with any business combination target. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our management team s background, and capitalize on the ability of our management team to identify and acquire a business, focusing on the biomedical or healthcare-related industries. In particular, we will target North American and European healthcare companies with the potential to drive transformational change through the convergence of biomedicine and data science, areas in which our management team and Board of Directors have extensive operating, investing and transactional experience. Our Sponsor and Founders As described in detail in the next section, we have assembled a management team of seasoned executives with a unique blend of complementary skills. Our founders, Stelios Papadopoulos, Parag Saxena, Evangelos Vergetis and Daphne Karydas, have extensive experience in the healthcare and technology sectors and an affiliate of our sponsor, Vedanta Management, is a leading healthcare and technology focused investment firm. Vedanta Management, a private investment management firm with over $400 million of regulatory assets under management as of December 31, 2019, was founded in 2006 by Parag Saxena. At Vedanta Management, Mr. Saxena was joined by other professionals who had worked together with Mr. Saxena at INVESCO Private Capital and its predecessor firms, starting in 1984. Vedanta Management is headquartered in New York City and, along with affiliates, has presence in Silicon Valley, Mumbai, and Bengaluru. Vedanta s investment activities are focused on the following: (i) Direct private funds that typically invest in venture and/or growth private equity related investments, generally in private companies in expansion to later-stage venture and special situations (the Direct Funds ). The members of the team at Vedanta (including their time at Invesco and its predecessor firms) have been early backers (first institutional check/early investor) of transformative companies in key sectors: healthcare (Celgene, Amgen, Masimo, Genomic Health, Parexel, ICOS Pharmaceuticals), technology (Metro PCS, ARM, Polycom), and consumer (Starbucks, Costco); and (ii) Private equity funds of funds that invest primarily in direct private funds, which have been typically managed by other top-tier fund groups (the Funds of Funds ) such as Accel, Kleiner Perkins, Bond Capital, and Union Square Ventures. The Direct Funds platform and Fund of Funds platform complement each other to offer unique access to top tier venture funds for enhanced deal flow and market intelligence. Vedanta Management and its affiliates currently employ nineteen professionals in its four locations. Mr. Saxena, our Chief Executive Officer, is the Chief Executive Officer of Vedanta Management, Gonzalo Cordova, our Chief Financial Officer, is a Partner at Vedanta Management and Shrikant Sathe, our Senior Vice President, is a General Partner at Vedanta Management. Atanuu Agarrwal, our Vice President, is a Vice President at New Silk Route Advisors L.P., an affiliate firm of Vedanta Management. We believe that our management team s operating, investing and transaction experience across the healthcare value chain combined with Vedanta Management s dedicated in-house resources for corporate finance functions will allow us to form a beneficial partnership with a potential business combination target. Our Board of Directors and Management We have assembled a management team of seasoned executives with a unique blend of complementary skills. The members of our management team and Board of Directors have successful track records of investing in the healthcare and technology sectors, have extensive operational experience as founders, board members and senior executives of numerous development-stage and commercial-stage companies, and have a deep understanding of data science and its applications within healthcare. Additionally, our team brings unique expertise and perspective in mergers and acquisitions, financings, collaborations and strategic transactions. TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, OCTOBER 21, 2020 $100,000,000 Eucrates Biomedical Acquisition Corp. 10,000,000 Units Eucrates Biomedical Acquisition Corp. is a blank check company incorporated in the British Virgin Islands as a business company and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. Although we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination, we intend to focus on businesses focusing on the biomedical or healthcare-related industries. This is an initial public offering of our securities. We are offering 10,000,000 units at an offering price of $10.00. Each unit consists of one ordinary share and one-third of one warrant, which we refer to throughout this prospectus as warrants or the public warrants. Each whole warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Each warrant will become exercisable on the later of 30 days after the completion of an initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of an initial business combination, or earlier upon redemption. Subject to the terms and conditions described in this prospectus, we may redeem the warrants once the warrants become exercisable. We have also granted the underwriters a 45-day option to purchase up to an additional 1,500,000 units (over and above the 10,000,000 units referred to above) solely to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem their ordinary shares upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below, including interest (net of taxes payable), divided by the number of then outstanding ordinary shares that were sold as part of the units in this offering, which we refer to as our public shares. We have 24 months from the closing of this offering to consummate our initial business combination. If we are unable to consummate our initial business combination within the above time period, we will distribute the aggregate amount then on deposit in the trust account, pro rata to our public shareholders by way of the redemption of their shares and to cease all operations except for the purposes of winding up of our affairs, as further described herein. In such event, the warrants will expire and be worthless. Our sponsor has committed to purchase from us an aggregate of 350,000 (or 380,000 if the over-allotment is exercised in full) units, or private units, at $10.00 per unit. Such purchase will take place on a private placement basis simultaneously with the consummation of this offering and the over-allotment option, as applicable. There is presently no public market for our units, ordinary shares or warrants. We have applied to list our units on the Nasdaq Capital Market, or Nasdaq, under the symbol EUCRU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. Once the securities comprising the units begin separate trading as described in this prospectus, we expect the ordinary shares and warrants will be traded on Nasdaq under the symbols EUCR, and EUCRW, respectively. We cannot assure you that our securities will be approved for listing and, if approved, will continue to be listed on Nasdaq after this offering. We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 and will therefore be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 25 for a discussion of information that should be considered in connection with an investment in our securities. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This prospectus does not constitute, and there will not be, an offering of securities to the public in the British Virgin Islands. Price to Public Underwriting Discounts and Commissions(1) Proceeds, Before Expenses, to us Per Unit $ 10.00 $ 0.20 $ 9.80 Total $ 100,000,000 $ 2,000,000 $ 98,000,000 (1) Excludes $0.35 per unit, or $3,500,000 (or up to $4,025,000 if the underwriters over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of public shares sold as part of the units in this offering, as described in this prospectus. Does not include certain fees and expenses payable to the underwriters in connection with this offering. Please see the section titled Underwriting for further information relating to the underwriting arrangements agreed to between us and the underwriters in this offering. Upon consummation of the offering, $10.00 per unit sold to the public in this offering (whether or not the over-allotment option has been exercised in full or part) will be deposited into a United States-based trust account at J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company, with Continental Stock Transfer & Trust Company acting as trustee. Except as described in this prospectus, these funds will not be released to us until the earlier of (1) the completion of our initial business combination within the required time period; (2) our redemption of 100% of the outstanding public shares if we have not completed an initial business combination in the required time period; and (3) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the required time period or (B) with respect to any other provision relating to shareholders rights or pre-business combination activity. The underwriters are offering the units on a firm commitment basis. The underwriters expect to deliver the units to purchasers on or about , 2020. Joint Book-Running Managers Stifel H.C. Wainwright & Co. , 2020 TABLE OF CONTENTS Dr. Stelios Papadopoulos, the Chairman of our Board of Directors, is Chairman of the Board of Directors of Biogen Inc., Exelixis, Inc., and Regulus Therapeutics Inc. He is a co-founder of Exelixis, Inc. as well as co-founder and former Chairman of Anadys Pharmaceuticals, Inc. (acquired by Hoffman La Roche in 2011) and Cellzome, Inc. (acquired by GlaxoSmithKline in 2012). In the not-for-profit sector, Dr. Papadopoulos is a member of the Board of Visitors of Duke Medicine, a member of the Global Advisory Board of the Duke Institute for Health Innovation, and co-founder and Chairman of Fondation Sante, a foundation providing research grants to biomedical scientists in Greece and Cyprus. Dr. Stelios Papadopoulos spent six years (2000-2006) at Cowen & Co., LLC, most recently as Vice Chairman, where as an investment banker he focused on the biotech and pharma sectors. Prior to joining Cowen, he spent 13 years as an investment banker at PaineWebber, Incorporated where he was most recently Chairman of PaineWebber Development Corp., a PaineWebber subsidiary focusing on biotechnology. He joined PaineWebber in 1987 from Drexel Burnham Lambert where he was an analyst in the Equity Research Department covering the biotechnology industry. Prior to Drexel, he was the biotechnology analyst of Donaldson, Lufkin & Jenrette. Before coming to Wall Street, Dr. Papadopoulos was on the faculty of the Department of Cell Biology at New York University School of Medicine. Dr. Papadopoulos holds an M.S. in physics, a Ph.D. in biophysics and an M.B.A. in finance, all from New York University. Parag Saxena, our Chief Executive Officer and member of our Board of Directors, has extensive investment experience in the U.S. and in the Indian subcontinent. Mr. Saxena co-founded Vedanta Management L.P. and New Silk Route Advisors L.P., private equity investment management firms, in 2006 which currently collectively manage over $600 million in assets. He is the Managing Partner and Chief Executive Officer of both firms. Since August 2018, he has served as Chairman for Tenzing Acquisition Corporation. Previously, he was Chief Executive Officer of INVESCO Private Capital (and its predecessor firms), a venture capital firm in the U.S. During his 23-year tenure, over 300 investments were made, including early stage investments in Amgen, Costco, PictureTel, Polycom, Staples and Starbucks. Mr. Saxena led more than 90 investments for INVESCO Private Capital (and its predecessor firms), a third of which went on to become public companies. These investments include Alkermes, Celgene, Genomic Health, Indigo, Masimo, Transgenomic, Xenon Pharmaceuticals, Amber Networks, ARM Holdings, MetroPCS, and Volterra. Mr. Saxena has served on committees advising the Prime Minister of India on foreign direct investments, and the Planning Commission of India on venture capital. He was also a Director of the Indian Institute of Technology, Bombay s Heritage Fund as well as a Trustee of the Bharatiya Vidya Bhavan. He is on the Advisory Board of the Center for Advanced Studies on India at the University of Pennsylvania and is on the Indian Advisory Council of Brown University. Mr. Saxena was the President of TiE Tri-State (NY, CT, NJ) from 2003 to 2010. He was also on Mayor Bloomberg s Applied Sciences NYC Advisory Committee. Mr. Saxena received an M.B.A. from the Wharton School of the University of Pennsylvania. He earned a B.Tech. from the Indian Institute of Technology, Bombay and an M.S. in Chemical Engineering from the West Virginia College of Graduate Studies. Dr. Evangelos (Vangelis) Vergetis, our President, Chief Operating Officer and member of our Board of Directors, is a company founder with over a dozen years of early-stage investing, strategic advisory and operational experience in data science and healthcare. Dr. Vergetis is a co-founder, and currently serves as the Chief Executive Officer, of Intelligencia Inc, a venture-funded company founded in 2017 which applies artificial intelligence to pharmaceutical research and development to assess and minimize the risk of clinical development. Prior to co-founding Intelligencia, Dr. Vergetis worked at Hakluyt from 2014 to 2018, where he was a Partner, and worked at McKinsey & Company from 2006 to 2014, where he most recently served as an Associate Partner. During his time at Hakluyt and McKinsey, Dr. Vergetis led or facilitated multiple diligences in healthcare, and several engagements designing and putting in place different operating models for healthcare companies. Dr. Vergetis has been working in the intersection of technology/data science and healthcare for more than a decade, is a board member and member of the Executive Committee of the Alliance for Artificial Intelligence in Healthcare (AAIH), and a member of the Dean s Advisory Council for Cornell s Faculty of Computing & Information Sciences. He received a B.S. in Computer Science and Electrical Engineering from Cornell University, and Ph.D. in Electrical Engineering from the University of Pennsylvania. Gonzalo Cordova, our Chief Financial Officer, has served as Chief Financial Officer for Tenzing Acquisition Corporation since August 2018 and has been Senior and Lead Portfolio Manager of over $900 million in structured finance vehicles, including a collateralized financial obligations of private equity holdings TABLE OF CONTENTS and collateralized bond obligations of emerging market collateral. In a career spanning over 30 years, he has also served as director of a long short equity hedge fund, managed global balanced and fixed income funds and portfolios, served as Investment Counselor specializing in emerging markets and derivatives transactions, and has been a member of various investment policy and asset allocation committees. Mr. Cordova has been a Partner at Vedanta Capital since 2006, where he has served on committees having responsibility for evaluation and selection of private equity funds as well as private companies with an asset value of over $600M. Mr. Cordova earned his B.A. and M.A. degrees in economics from the University of Florida and a Dipl me d Etudes Approfondies in economic policy from Institut d Etudes Politiques in Paris. He received his PhD in economics from the Graduate Center, City University of New York, where he concentrated in environmental and financial economics. He holds a Chartered Financial Analyst designation. Shrikant Sathe, our Senior Vice President, has over 24 years of operational experience in the technology area, over 20 years of which have been with private companies. Mr. Sathe joined as a Partner in Vedanta in 2007, around the time of its inception. Since then he has been involved in direct investment activities in the technology and healthcare areas, and in fund of fund investments in early and growth stage venture funds. He has served as a board member and member of the advisory board at several of the Vedanta portfolio companies and funds. Prior to joining Vedanta, he also has served in many functional areas including engineering, marketing, business development, international sales, and general management. Mr. Sathe started his career at Intel Corporation in engineering in 1979. Since then he has worked for several private companies, two of which (Daisy Systems and Cadence Design Systems) have gone public and one has been acquired by a publicly traded company (Infineon Technologies). Mr. Sathe worked at Daisy Systems as Customer Marketing Manager, at Cadence Design Systems as Director of Product Marketing and Director of Strategic Partnerships, and at Infineon Technologies as Senior Vice President of Marketing for a business unit. He holds a BTech degree from Indian Institute of Technology, Bombay, an MSEE from Virginia Tech, and an MBA from the Wharton School, University of Pennsylvania. Atanuu Agarrwal our Vice President, has been an investment professional, currently as a Vice President, at NSR Advisors and Vedanta since 2012. Since August 2018, he has served as Vice President for Tenzing Acquisition Corporation. He has worked closely on investments worth over $500 million across financial services, education, telecom, pharmaceutical and media sectors. These include: (i) early stage investments in the biotech, digital health, medical devices, and SAAS sectors for Vedanta and Tenzing Acquisition Corporation; (ii) a financial services platform to invest in PNB Housing Finance, which platform subsequently sold to Carlyle in 2015 resulting in a highly profitable exit for NSR Advisors; PNB Housing Finance later went public in India; and (iii) NSR s investments in Beaconhouse, a large network of K-12 schools present in 7 countries, and Varsity Education Management, a leading service provider to K-12 schools and colleges in India. From 2011 to 2012, Mr. Agarrwal was part of the investment banking team at Credit Suisse where he was part of the successful $3 billion acquisition of a stake in a Portuguese utility, EDP, by China Three Gorges, which at that time was the largest ever China-into-Portugal cross-border investment. Mr. Agarrwal holds a B.tech and M.tech in Materials Science from the Indian Institute of Technology, Bombay where he completed a dissertation on the applications of Graphene in drug delivery systems and co-authored a paper in the prestigious Journal of Magnetism and Magnetic Materials. Daphne Karydas, a member of our Board of Directors, has served as the Chief Financial Officer of Syndax Pharmaceuticals since July 2020 and previously served as the Senior Vice President of Corporate Financial Planning & Analysis and Strategy at Allergan from December 2018 to May 2020, until its recent acquisition by Abbvie, and previously, as the SVP of Global Investor Relations and Strategy from April 2017 to December 2018. In these roles, Ms. Karydas oversaw Allergan s long-term financial and business strategy, and also lead engagement with the investment community and business strategy development. Prior to her operating roles at Syndax Pharmaceuticals and Allergan, Ms. Karydas spent approximately 16 years in investment banking and asset management roles, focused exclusively in the healthcare space, including biopharmaceuticals, life sciences & medical technologies and healthcare services. Prior to joining Allergan, Ms. Karydas served as Executive Director and Senior Healthcare Analyst at J.P. Morgan Asset Management. Previously, Ms. Karydas was a Portfolio Manager and Senior Healthcare Analyst at The Boston Company Asset Management, a BNY Mellon company. Earlier, Ms. Karydas was a Vice President at Goldman Sachs Asset Management focused on healthcare, as well as a member of Goldman Sachs healthcare investment banking team. Before joining Goldman Sachs, she was a Project Chemical Engineer TABLE OF CONTENTS at Merck & Co. where she focused on process development for novel vaccines. Ms. Karydas received a B.A. and M.S. in chemical engineering from the Massachusetts Institute of Technology and an M.B.A. from Harvard Business School. William Campbell has agreed to serve on our Board of Directors. Mr. Campbell currently serves as President of Sanoch Management, a consulting and investment vehicle for financial companies, start-ups, and venture capital firms, since January 2012. He also serves as Senior Operating Advisor for NSR Advisors. Mr. Campbell served as a Senior Advisor to the Chairman and CEO of JPMorgan Chase from 2008 until 2012. Prior to that position, William was the Chairman of the Card Services Unit at JPMorgan Chase, the nation s second largest credit card organization, from 2003 until 2008. From 2005 to 2007 he served as Chairman of Visa International, leading the organization to its IPO, the largest in U.S. history in 2008. Prior to his executive roles mentioned above, Mr. Campbell oversaw Citigroup s Global Consumer Business from 1996 through 2000. Mr. Campbell spent 28 years at Philip Morris, including five years as Chief Executive Officer of Philip Morris USA. He began his career in Canada in brand management and eventually served as President of Philip Morris Asia Pacific, EVP of Marketing and Sales for Philip Morris USA, and then EVP of Strategic Planning for Philip Morris Companies. William Campbell earned a Bachelor s Degree in Economics from the University of Alberta in 1965 and a Master's Degree in Business Administration from the University of Western Ontario in 1967. In 2001, together with his wife and daughters, Mr. Campbell created The Campbell Family Foundation. A primary goal of Mr. Campbell and his family was to become active philanthropists with a mission of providing low cost interventions to change lives. In support of that effort he serves as a founding Board member and Chairman of the END Fund, a private philanthropic initiative dedicated to controlling and eliminating neglected tropical diseases (NTDs) that affect over one billion people globally. Mr. Campbell is a passionate and avid supporter of the Brooklyn Academy of Music (BAM), where he has served on the Board since 1992 and is currently serving as Vice Chairman. His appreciation of the arts has also inspired William to serve as the Chairman of The Byrd Hoffman Water Mill Foundation that honors the work of Robert Wilson and provides residency opportunities for artists development. Nina Shapiro has agreed to serve on our Board of Directors. Ms. Shapiro is a Senior Operating Advisor for NSR Advisors. She is the former Vice President Finance and Treasurer of the World Bank Group s International Finance Corporation (IFC). She was appointed Treasurer in 2000 and Vice President Finance in 2003, and held those titles until she retired in 2011. In those roles Ms. Shapiro managed IFC s funding, liquid asset investments, asset liability management and the Corporation s initiatives in structured finance and in local currency and risk hedging instruments. She has also held several prominent positions at the World Bank including Senior Financial Analyst for Asia Infrastructure and Director of Project Finance and Guarantees, where she developed the Bank s partial risk guarantee instrument in project finance and the partial credit guarantee in capital market transactions. Ms. Shapiro currently serves on the boards of Tenzing Acquisition Corp., HSBC Global Asset Management, Global Parametrics, Indentiv and Zyfin Holdings Pte Ltd. and served on the board of Man Group PLC until 2018. She also currently serves on the advisory boards of Mountain Nazca and Carbon Trust. Ms. Shapiro holds an MBA from Harvard Business School, where she received a Sheldon Fellowship, and a Masters in Planning from Harvard Graduate School of Design. In 2010, she received the Euroweek Lifetime Achievement Award for her contributions to the capital markets. Amitabh (Amit) Singhal has agreed to serve on our Board of Directors. Mr. Singhal worked at Google from November 2000 to February 2016 in various positions including Senior Vice President of Search and in 2006 was named a Google Fellow, an award given to the company s elite engineers, as recognition of his rewrite of the ranking code. He led Google s core ranking team which focused on improving the accuracy, speed, and thoroughness of Google searches. During his tenure at Google, Singhal received numerous awards and honors. In 2009, Singhal was named by India Abroad as one of the 50 most influential Indian Americans. In 2011, he was inducted as a fellow of the Association for Computing Machinery and was given the UBM Award for Outstanding Achievement in Science and Technology at the Asian Awards. Following his departure from Google in February 2016, Mr. Singhal and his spouse founded the Sitare Foundation which provides educational opportunities for under privileged children in India. Mr. Singhal joined Uber Technologies, Inc. in January 2017 as Senior Vice President of Engineering and left in February 2017 upon it learning a female employee had complained of inappropriate conduct by him during his time at Google. Subsequent related shareholder lawsuits were filed against, among others, Google, all its Board TABLE OF CONTENTS members and Mr. Singhal which are ongoing. Mr. Singhal currently serves on the boards of GOQii Inc, REX Homes, One Hundred Feet Inc. and Fingo Inc. and served on the board of One97 Communications Ltd. until 2019. He is also a member of the Dean's Advisory Council for Cornell's Faculty of Computing & Information Sciences. Mr. Singhal received a B.S. degree in Computer Science from University of Roorkee (now IIT Roorkee) in India, an M.S. in Computer Science from the University of Minnesota, and a Ph.D. in Computer Science from Cornell University. We believe our management team is well positioned to take advantage of the growing set of investment opportunities focused on the healthcare industry and that our contacts and relationships will allow us to complete an attractive transaction for our shareholders. Experience with Special Purpose Acquisition Vehicles Our management team has previous experience in the execution of public acquisition vehicles. Mr. Saxena is the Chairman of Tenzing Acquisition Corp., Mr. Cordova is the Chief Financial Officer of Tenzing Acquisition Corp. and Mr. Agarrwal is the Vice President of Tenzing Acquisition Corp. Tenzing Acquisition Corp. is a special purpose acquisition company formed for substantially similar purposes as our company. In July 2020, Tenzing Acquisition Corp. entered into a business combination agreement to acquire Reviva Pharmaceuticals, Inc. Reviva Pharmaceuticals is a clinical-stage pharmaceutical company developing therapies that address unmet medical needs in the areas of central nervous system, cardiovascular, metabolic and inflammatory diseases. Upon completion of the transaction, it is expected that the ordinary shares and warrants of the combined company, Reviva Pharmaceuticals, Inc., will be listed on Nasdaq under the symbol RVPH and RVPHW , respectively. Mr. Saxena is expected to serve as the Chairman of the board of directors of Reviva Pharmaceuticals, Inc. and Ms. Karydas will serve as an advisor to Reviva Pharmaceuticals, Inc. following the consummation of the proposed business combination, which is expected to close in the third or fourth quarter of 2020. Our founders and our directors and officers, Vedanta Management, or its affiliates, expect in the future to become affiliated with other public special public acquisition companies that may have acquisition objectives that are similar to ours. See Risk Factors Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented. The past performance of the members of our management team or their affiliates, including Tenzing Acquisition Corp. and Vedanta Management, is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record or the performance of our management team, Vedanta Management or any of their affiliates or managed fund s performance as indicative of our future performance. Industry Opportunity While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, our focus will be on healthcare-related companies in North America and Europe with the potential to drive transformational change, particularly through the convergence of biomedicine and data science, areas in which our management team and Board of Directors have extensive operational, investing and transactional experience. The U.S. Centers for Medicare and Medicaid Services estimated that total healthcare expenditures in the United States exceeded $3.6 trillion in 2018 and projects that total spending will approach 20% of total U.S. Gross Domestic Product over the coming years, the highest level by far among high income countries. Despite this substantial level of spending, the United States does not achieve commensurate outcomes. There are several reasons contributing to this imbalance. We believe the main reason is that decisions on spending for healthcare are not necessarily informed by an alignment of cost and expected outcomes. As a result of these industry-wide dynamics, the healthcare industry is primed for new technologies and business models to address the prevailing challenges associated with poor outcomes, reduced access to care and escalating costs. We believe that successful companies in this environment will be data-driven, TABLE OF CONTENTS operationally efficient, focused on preventative care and will be able to transfer best-in-class practices and standards across the entirety of the healthcare value chain. We see opportunities for companies that can provide disruptive innovation by benefiting from scientific and technological advances in areas including biopharmaceutical development, digital health, wellness, healthcare services and medical technology. Critical to addressing these challenges will be the interface and convergence of data science and technology with biomedicine. Companies that leverage advances in data science have the potential to re-shape the existing healthcare landscape. Biomedicine in particular has been able to meaningfully profit from a number of the key benefits data science provides. The latest technological developments in data generation, collection and analysis have raised expectations for the entire research community and have improved meaningfully the speed, cost and accuracy of product development. These outcomes have shown a direct ability to reduce research and development costs and ultimately provide better outcomes for the patient and healthcare system at large. This convergence will transform every aspect of healthcare by enabling solutions aimed at preventing rather than treating disease, ensuring better outcomes, increased access and lower costs. In addition, the COVID-19 pandemic has presented a health, social and economic crisis. It is hoped that solutions offered by the healthcare industry will be readily incorporated into medical practice over the next several months and year or two with the aim of saving lives and allowing the economy to resume functioning. At the same time the crisis represents a catalytic event that will serve to redefine human interaction and communication in both, the personal and professional settings. In the healthcare space, virtual contacts among professionals as well as patients with providers will be adopted at a pace far greater than what would have happened under normal circumstances. The COVID-19 pandemic has also caused a re-alignment in asset allocation across the institutional investment community. Global portfolio managers seeking higher rates of return are deploying capital to sectors driven by growth and innovation. Healthcare and technology, direct beneficiaries of this thematic shift in portfolio construction, have outperformed the broader markets during the pandemic environment and may continue to do so for the foreseeable future. Recent robust levels of fund inflows into healthcare fund management is evidence of this phenomenon. Innovation is driving out-sized investment returns. We believe that current market dynamics support our differentiated ability to identify and nurture private companies that embody the convergence of data science and biomedicine. We believe that our investment vehicle will be an attractive alternative for such companies given the depth and breadth of our team s experience. Partnering with our vehicle can be an efficient means to unlocking innovation value through the public markets. Acquisition Strategy We believe our management team is well-positioned to identify unique opportunities in the healthcare sector, particularly in areas in which biomedicine and data science converge. Our selection process will leverage our extensive network of relationships with senior executives in private and public companies, unique access to deal flow from top-tier venture capital and private equity funds, leading investment banking firms and the Vedanta Management Fund of Funds platform. We believe that our management team s reputation, depth of operating and investing experience, history of structuring and executing mergers and acquisitions and other transactions, as well as Vedanta Management s track record of making investments in the healthcare and technology sectors, will make us a preferred partner for these potential targets. Consistent with our strategy, we have identified the following criteria to evaluate prospective target businesses. We intend to seek to acquire companies that we believe are characterized by one or more of the themes below: Biomedicine: Data-driven approaches to accelerate the drug discovery and development process; the collection and analysis of real world evidence to inform expanded or novel uses of existing drugs; novel biologies in pursuit of solutions for diseases that have been largely intractable to date; Medical technology & diagnostics: Medical devices demonstrating improved outcomes and cost savings; rapid and easy to manufacture diagnostics for the purpose of improving decision-making as well as access; smart medical devices and technologies that leverage artificial intelligence and machine learning to create efficiencies to alleviate overburdened hospitals and clinics; real-time TABLE OF CONTENTS monitoring devices including wearables to enable better timing for desired intervention; data-driven approaches to accurately diagnose disease and assist in selection of treatment modalities; Healthcare services: Improved clinical decision support systems; platforms for better treatment strategies; outpatient facilities with lower cost structures and focus on outcomes-based delivery; specialized care centers with agile workforce; optimization of emergency services and rapid deployment of first responders. Any company that we select as a merger candidate, in addition to being characterized by one or more of the areas of focus described above, should be ready to be a publicly traded company, with strong management and reporting policies in place. Lastly, we would expect the company to have unrecognized value or growth characteristics that we believe are likely to be appreciated by the market in the short term, thus enabling above-average risk-adjusted returns. Initial Business Combination We will have until 24 months from the closing of this offering to consummate our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible but not more than five business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under BVI law to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants will be worthless. Nasdaq rules provide that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or a qualified independent accounting firm with respect to the satisfaction of such criteria. If our securities are not listed on Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on Nasdaq at the time of our initial business combination. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% net asset test. If the business combination involves more than one target business, the 80% net asset test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. In addition, we have agreed to not enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. TABLE OF CONTENTS Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Vedanta Management or our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Vedanta Management, our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Affiliates of Vedanta Management and members of our board of directors will directly or indirectly own founder shares and private units following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. For additional information regarding our executive officers and directors business affiliations and potential conflicts of interest, see Management Directors and Executive Officers and Management Conflicts of Interest. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Vedanta Management is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We will not consider a business combination with any company that has already been identified to Vedanta Management as a suitable acquisition candidate for it, unless Vedanta Management, in its sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity in accordance with Vedanta Management s applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Vedanta Management may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These Vedanta Management investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. Our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. In addition, certain of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, any future special purpose acquisition companies we expect they may be involved in, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of Vedanta Management and certain companies in which Vedanta Management or such entities have invested. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any future special purpose acquisition companies we expect they may be involved in, any Vedanta Management funds or other investment vehicles), then, subject to their fiduciary duties under British Virgin Islands law, he or she will need to honor such fiduciary or contractual obligations to present such TABLE OF CONTENTS business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to Vedanta Management or our founders may be suitable for both us and a current or future Vedanta Management fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio company or other entity before being directed, if at all, to us. None of Vedanta Management, our founders or any members of our board of directors who are also employed by Vedanta Management or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of Vedanta Management. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Status as a Public Company We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in the target business for our ordinary shares (or shares of a new holding company) or for a combination of our ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us. Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company s profile among potential new customers and vendors and aid in attracting talented employees. While we believe that our structure and our management team s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively. We are an emerging growth company, as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. Our executive offices are located at 250 W 55th Street, Suite 13D, New York, New York 10019 and our telephone number is (212) 710-5220. TABLE OF CONTENTS The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act of 1933, as amended, or the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 25 of this prospectus. Securities offered 10,000,000 units, at $10.00 per unit, each unit consisting of one ordinary share and one-third of one warrant. Each whole warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Listing of our securities and proposed symbols We anticipate the units, and the ordinary shares and warrants once they begin separate trading, will be listed on Nasdaq under the symbols EUCRU, EUCR, and EUCRW, respectively. Each of the ordinary shares and warrants may trade separately on the 52nd day after the date of this prospectus unless the representatives of the underwriters determine that an earlier date is acceptable. In no event will the representatives of the underwriters allow separate trading of the ordinary shares and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering and the sale of the public units. Once the ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into ordinary shares and warrants. We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place three business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Current Report on Form 8-K or a new Current Report on Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the Current Report, or amendment thereto, or in a subsequent Current Report on Form 8-K, information indicating if the representatives have allowed separate trading of the ordinary shares and warrants prior to the 52nd day after the date of this prospectus. Ordinary shares: Number of issued and outstanding before this offering 2,875,000 shares (includes up to an aggregate of 375,000 founder shares that are subject to forfeiture by our sponsor if TABLE OF CONTENTS the over-allotment option is not fully exercised by the underwriters) Number to be issued and outstanding after this offering and sale of private units 12,850,000 shares (assumes the over-allotment option has not been exercised and an aggregate of 375,000 founder shares have been forfeited by our sponsor as a result thereof) Warrants: Number outstanding before this offering 0 warrants Number to be outstanding after this offering and sale of private units 3,450,000 warrants (assumes the over-allotment option has not been exercised) Exercisability Each whole warrant is exercisable to purchase one share of our ordinary shares, subject to adjustment as provided herein, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Exercise price $11.50 per share, subject to adjustment as described in this prospectus. In addition, if (x) we issue additional shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our founders or their affiliates, without taking into account any founder shares held by our founders or their affiliates, as applicable, prior to such issuance) (the newly issued price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our shares during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the newly issued price, and the $18.00 per share redemption trigger price described below under Redemption of warrants when the price per share of our ordinary shares equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the newly issued price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and TABLE OF CONTENTS 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that we will use our commercially reasonable efforts to file with the SEC and within 90 days following our initial business combination to have declared effective, a registration statement covering the issuance of the ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those ordinary shares until the warrants expire or are redeemed; provided that, if our ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per share of our ordinary shares equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last reported sale price of our ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading TABLE OF CONTENTS day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of our ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of ordinary shares issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the excess of the fair market value of our ordinary shares (defined below) over the exercise price of the warrants by (y) the fair market value and (B) 0.361. Please see Description of Securities Warrants for additional information. Redemption of warrants when the price per share of our ordinary shares equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants : in whole and not in part; at a price of $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of ordinary shares determined by reference to the table set forth under Description of Securities Warrants based on the redemption date and the fair market value of our ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants ; upon a minimum of 30 days prior written notice of redemption; if, and only if, the last reported sale price of our ordinary shares equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; TABLE OF CONTENTS if, and only if, there is an effective registration statement covering the issuance of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given; and if the closing price of the shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Anti-dilution Adjustments ), the private warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our ordinary shares for this purpose shall mean the average last reported sale price of our ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in many other blank check offerings. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 ordinary shares per warrant (subject to adjustment). No fractional ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of ordinary shares to be issued to the holder. Please see Description of Securities Warrants for additional information. Pursuant to the warrant agreement, references above to ordinary shares shall include a security other than ordinary shares into which the ordinary shares have been converted or exchanged for in the event we are not the surviving company in our initial business combination. Offering proceeds to be held in the trust account $100,000,000 of the net proceeds of this offering and the sale of the private units (or $115,000,000 if the over-allotment option is exercised in full), or $10.00 per unit sold to the public in this offering, will be placed in a trust account in the United States at J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company, maintained by Continental Stock Transfer & Trust Company acting as trustee pursuant to an agreement to be signed on the date of this prospectus. The proceeds to be placed in the trust account include up to $3,500,000 (or up to $4,025,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions, and $3,500,000 (or $3,800,000 if the over-allotment option is exercised in full) we will receive from the TABLE OF CONTENTS sale of the private units. The remaining estimated $1,000,000 of net proceeds of this offering (after deducting offering expenses of approximately $500,000 and underwriting discounts and commissions) will not be held in the trust account. Except as set forth below, the proceeds held in the trust account will not be released until the earlier of: (1) the completion of our initial business combination within the required time period; (2) our redemption of 100% of the outstanding public shares if we have not completed an initial business combination in the required time period; and (3) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the required time period or (B) with respect to any other provision relating to shareholders rights or pre-business combination activity. Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business. Notwithstanding the foregoing, there can be released to us from the trust account any interest earned on the funds in the trust account that we need to pay our income or other tax obligations. With these exceptions, expenses incurred by us may be paid prior to an initial business combination only from the net proceeds of this offering not held in the trust account of approximately $1,500,000; provided, however, that in order to meet our working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient, our initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender s discretion, up to $1,500,000 of the notes may be converted upon consummation of our initial business combination into additional private units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 ordinary shares if $1,500,000 of notes were so converted as well as 150,000 warrants to purchase 50.000 shares). Our shareholders have approved the issuance of the units (and underlying ordinary shares and warrants) upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination. If we do not complete an initial business combination, the loans will only be repaid with funds not held in the trust account, and only to the extent available. TABLE OF CONTENTS Limited payments to insiders There will be no fees, reimbursements or other cash payments paid to our sponsor, officers, directors or their affiliates prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is) other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private units held in the trust account prior to the consummation of our initial business combination: repayment at the closing of this offering of non-interest bearing advances made by Vedanta Management; reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; and repayment upon consummation of our initial business combination of any loans which may be made by our initial shareholders or their affiliates or our officers and directors to finance transaction costs in connection with an intended initial business combination. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to our sponsor or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve such business combination or (ii) by means of a tender offer. For so long as we are deemed to be a foreign private issuer, we will conduct redemptions in accordance with the SEC s tender offer rules. In connection with any proposed initial business combination, unless we are deemed to be a foreign private issuer at such time, we may seek shareholder approval of such initial business combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination. In such case, we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and a majority of the outstanding ordinary shares voted are voted in favor of the business combination. TABLE OF CONTENTS We chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeem) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all. Our initial shareholders have agreed (A) to vote their founder shares and any public shares held by them in favor of any proposed initial business combination (which means that we would need only 3,575,001 of the 10,000,000 public shares, or approximately 35.8% (or only 362,501 shares, representing approximately 3.6%, assuming only the minimum number of shareholders required to be present at the shareholders meeting to approve our initial business combination are present), sold in this offering to be voted in favor of a transaction in order to have our initial business combination approved (assuming the over-allotment option is not exercised and they do not purchase shares in the offering or the aftermarket)),(B) not to propose an amendment to our Memorandum and Articles of Association with respect to our pre-business combination activities prior to the consummation of such a business combination unless we provide dissenting public shareholders with the opportunity to redeem their shares in conjunction with any such amendment, (C) not to redeem any shares (including the founder shares) into the right to receive cash from the trust account in connection with a shareholder vote to approve our proposed initial business combination (or to sell any shares in a tender offer in connection with a proposed business combination if we do not seek shareholder approval in connection therewith) or a vote to amend the provisions of our Memorandum and Articles of Association relating to shareholders rights or pre-business combination activity and (D) that the founder shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated, until all of the claims of any redeeming shareholders and creditors are fully satisfied (and then only from funds held outside the trust account). None of our initial shareholders or their affiliates has indicated any current intention to purchase units in this offering or any units or ordinary shares in the open market or in private transactions. However, if a significant number of shareholders vote, or indicate an intention to vote, against a proposed business combination, our initial shareholders, officers, directors or their affiliates could make such purchases in the open market or in private transactions in order to influence the TABLE OF CONTENTS vote. Our initial shareholders, officers, directors and their affiliates could purchase sufficient shares so that the initial business combination may be approved without the majority vote of public shares held by non-affiliates. Notwithstanding the foregoing, our officers, directors, initial shareholders and their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company s stock. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, or if we are deemed to be a foreign private issuer at such time, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon the consummation of our initial business combination (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination although we may seek an alternative initial business combination. Redemption rights At any meeting called to approve an initial business combination, any public shareholder voting either for or against such proposed business combination will be entitled to demand that his ordinary shares be redeemed for a pro rata portion of the amount then in the trust account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the trust account less amounts necessary to pay our taxes). The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. TABLE OF CONTENTS If we seek shareholder approval in connection with our initial business combination (assuming we are not deemed to be a foreign private issuer at such time), we will consummate such transaction only if we have net tangible assets of at least $5,000,001 upon such consummation and a majority of the outstanding ordinary shares voted are voted in favor of the business combination (if a vote is required or being obtained). We chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act of 1933, as amended. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeemed) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all. Notwithstanding the foregoing, a public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a group (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the ordinary shares sold in this offering without our prior written consent. We believe this restriction will prevent an individual shareholder or group from accumulating large blocks of shares before the vote held to approve a proposed business combination and attempt to use the redemption right as a means to force us or our management to purchase its shares at a significant premium to the then current market price. By limiting a shareholder s ability to redeem no more than 15% of the ordinary shares sold in this offering, we believe we have limited the ability of a small group of shareholders to unreasonably attempt to block a transaction, which is favored by our other public shareholders. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Whether we elect to effectuate our initial business combination via shareholder vote or tender offer, we will require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the expiration date set forth in the tender offer documents, or in the event we distribute proxy materials, up to two business days prior to the vote on the proposal to approve the business combination, or to deliver their shares to the transfer agent electronically using Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) TABLE OF CONTENTS System, at the holder s option. The requirement for physical or electronic delivery at or prior to the meeting ensures that a holder s election to redeem his shares is irrevocable once the business combination is approved. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the vote on the business combination in order to exercise redemption rights. This is because a holder would need to deliver shares to exercise redemption rights regardless of the timing of when such delivery must be effectuated. However, in the event the proposed business combination is not consummated, this may result in an increased cost to shareholders. Liquidation if no business combination If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public shares which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining holders of ordinary shares and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the company, subject (in the case of (ii) and (iii) above) to our obligations to provide for claims of creditors and the requirements of applicable law. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we may propose to amend our amended and restated memorandum and articles of association to modify the timing by which we must consummate our initial business combination, which proposal must be approved by our shareholders. In such event, our public shareholders shall be entitled to receive funds from the trust account if they redeem their shares in connection with such shareholder vote. In connection with our redemption of 100% of our outstanding public shares for a portion of the funds held in the trust account, each public shareholder will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not previously released to us to pay our taxes payable on such funds. Holders of warrants will receive no proceeds in connection with the liquidation with respect to such warrants, which will expire worthless. We may not have funds sufficient to pay or provide for all creditors claims. Although we will seek to have all third parties TABLE OF CONTENTS (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. There is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims against the trust account for monies owed them. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. The holders of the founder shares and private units will not participate in any redemption distribution with respect to their founder shares, private shares or private warrants, until all of the claims of any redeeming shareholders and creditors are fully satisfied (and then only from funds held outside the trust account). If we are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account, without taking into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our shareholders. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. Therefore, the actual per-share redemption price may be less than approximately $10.00. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account together with any interest earned on the funds held in the trust account that is available to us for such purposes. If such funds are insufficient, our sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment for such expenses. We currently do not anticipate that such funds will be insufficient. Indemnity Our sponsor has agreed that it will be liable to us, if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below $10.00 per share (whether or not the underwriters over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to TABLE OF CONTENTS the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Risks We are a blank check company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision on whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act of 1933, as amended, and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison to offerings of blank check companies subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors beginning on page 25 of this prospectus. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001823086_kingswood_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001823086_kingswood_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..dcf1367cd6a81fabbe94b7796191fe46fa389264
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001823086_kingswood_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to Kingswood Acquisition Corp., a Delaware corporation; DGCL are to the Delaware General Corporation Law as the same may be amended from time to time; financial backers are to KPI (Nominees) Limited and Pollen Street Capital Group. As set forth herein in further detail, our financial backers have provided us with the initial capital to consummate the offering, will provide us with management expertise and deal sourcing and potentially will provide additional capital to consummate the initial business combination, at their sole discretion; Founders are to our management team, board of directors and financial backers; founder shares are to the shares of Class B Common Stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A Common Stock that will be issued upon the automatic conversion of the shares of Class B Common Stock at the time of our initial business combination as described herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our officers and directors; Common Stock are to our Class A Common Stock and our Class B Common Stock; public shares are to shares of Class A Common Stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; sponsor are to Kingswood Global Sponsor LLC, a Delaware limited liability company; underwriter shares are to the shares of Class A Common Stock underlying the underwriter units; underwriter units are to the Company s units to be issued to the underwriters as partial payment for their commission in amount equal to $800,000 (or $1,040,000 if the underwriters' over-allotment option is exercised in full); underwriter warrants are to the warrants underlying the underwriter units; and warrants are to the public warrants and the private placement warrants, collectively. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a newly organized blank check company formed as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Throughout this prospectus we will refer to this as our initial TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 18, 2020 PRELIMINARY PROSPECTUS Kingswood Acquisition Corp. $100,000,000 10,000,000 Units Kingswood Acquisition Corp. is a newly incorporated blank check company incorporated as a Delaware corporation and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of Class A Common Stock and three-fourths of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. Subject to the terms and conditions described in this prospectus, we may redeem the warrants either for cash once the warrants become exercisable or for shares of Class A Common Stock commencing 90 days after the warrants become exercisable. The underwriters have a 30-day option from the date of this prospectus to purchase up to an additional 1,500,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A Common Stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding shares of Class A Common Stock that were sold as part of the units in this offering, which we refer to as our public shares, subject to the limitations and on the conditions described herein. If we are unable to consummate our initial business combination within 18 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Kingswood Global Sponsor LLC, and one of our directors have committed to purchase an aggregate of 6.050,000 warrants (or 6,481,550 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A Common Stock at $11.50 per share, at a price of $1.00 per warrant, or $6.050,000 in the aggregate (or $6,481,550 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our initial stockholders, which include our sponsor, currently own an aggregate of 2,875,000 shares of Class B Common Stock, up to 375,000 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised. The shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. On any matters submitted to a vote of our stockholders, holders of Class B Common Stock and holders of Class A Common Stock will vote together as a single class, except as required by law. Currently, there is no public market for our units, Class A Common Stock or warrants. We intend to apply to have applied to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol KWAC.U . We expect that our units will be listed on the NYSE on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the shares of Class A Common Stock and warrants comprising the units to begin separate trading on the 90th day following the date of this prospectus unless Oppenheimer & Co. Inc., the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the shares of Class A Common Stock and warrants will be listed on the NYSE under the symbols KWAC and KWAC WS, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 100,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 5,500,000 Proceeds, before expenses, to us $ 9.45 $ 94,500,000 (1) $0.20 per unit, or $2,000,000 in the aggregate (or $2,300,000 if the underwriters over-allotment option is exercised in full), is payable in cash and units of the Company upon the closing of this offering. Includes $0.35 per unit, or $3,500,000 in the aggregate (or up to $4,025,000 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. The underwriters have agreed to receive $800,000 (or $1,040,000 if the underwriters over-allotment option is exercised in full) of their commission due upon the consummation of the offering in the form of units of the Company. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $102,477,000, or $117,848,550 if the underwriters over-allotment option is exercised in full ($10.25 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $2,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $2,300,000 if the underwriters over-allotment option is exercised in full) and an aggregate of approximately $1,173,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Sole Bookrunning Manager Oppenheimer & Co. Lead Manager Odeon Capital Group, LLC , 2020 TABLE OF CONTENTS business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We believe that there are a significant number of target companies globally that could become attractive public companies, and we will seek to capitalize on the extensive operational and investment experience of our Founders and focus on companies that we believe are attractively valued and have significant growth prospects with the potential to generate robust value for our stockholders. Although we can acquire a company in any industry, we currently intend to concentrate our efforts on identifying businesses in the financial services industry with a focus on delivering differentiated financial services in the wealth management, financial advisory and investment management sectors to the mass affluent and private client investor community. Our management team is composed of disciplined acquirers with long-term track records of sourcing and acquiring value accretive businesses, building next-generation businesses across industries globally and generating significant returns for investors from those businesses. They are particularly experienced in the financial services industry, including integrated wealth and investment management platforms, and will provide investors with differentiated insights and access to sourcing opportunities. Each of these attributes will be further supported by the longstanding, deep expertise and accretive skillsets of the other Founders, each of whom has a track record of delivering value for investors. We intend to capitalize on the ability of the Founders to identify, acquire and manage businesses in the global financial services space that can benefit from their experience and differentiated global network. Over the medium- to long-term, we intend to build a substantial integrated global wealth and investment management platform, underpinned by disciplined capital allocation, rigorous due diligence, and our in-place operational, technology, risk and compliance framework. The business will be primarily focused on serving all our clients financial needs holistically, covering a full suite of services including wealth advisory, insurance, investment management, investment banking services, asset accumulation, cash management, collateralized lending, and alternatives. We will leverage our growing distribution channels by serving as a distribution interface for best-in-class asset managers globally across all asset classes, providing our mass affluent and private client base with access on a cost-effective basis to high-quality institutional products not currently directly available to them. We intend to grow both organically and through acquisitions that will be successfully integrated utilizing our in-place management, operational and technology platform to drive increased margins through synergies and migration of client assets onto a centralized investment platform. We intend to capitalize on the robust consolidation activity in the high-growth fragmented global wealth and investment management sectors. As disciplined acquirers focused on value enhancement, we believe we can also drive significant additional value to our stockholders through our ability to arbitrage the valuation differentials that exist globally between companies matching our business combination criteria and that apply to a significantly scaled, high-growth and well-resourced listed entity generating above average ROCE (return on capital employed). Business Strategy Our acquisition and value creation strategy is to identify and complete our initial business combination with a market-leading, growth-oriented company. Although we may acquire a company in any industry, we intend to concentrate our efforts on identifying businesses in the financial services industry with a focus on differentiated financial services in the wealth management, financial advisory and investment management sectors. These potential targets exhibit a broad range of business models and financial characteristics, from mature businesses with recurring revenues and strong cash flows to high-growth companies. The global financial planning and advice market is significant and expanding. According to the Boston Consulting Group ( BCG ), personal financial wealth globally has nearly tripled over the past 20 years, rising from $80 trillion in 1999 to $226 trillion in 2019. According to BCG, North American wealth assets represented approximately 44% of global financial wealth in 2019, or nearly $100 trillion. While (as estimated by the World Federation of Exchanges) the COVID-19 pandemic erased more than $18 trillion from global markets over the course of February and March 2020, BCG projects that global wealth assets will continue to rise to between $243 trillion and $282 trillion by 2024, with the ranges depending on the speed of the global economic recovery from COVID-19. As the population and wealth assets continue to grow TABLE OF CONTENTS globally, we believe the wealth management industry will continue to see increased demand for financial planning and wealth management services, in particular from mass affluent and private clients. Total global assets under management grew by 15% to approximately $89 trillion in 2019, up from approximately $77 trillion in 2018, according to BCG. North America experienced the strongest growth, with assets rising 19% in 2019 to $42 trillion. Retail clients, the fastest growing segment with assets rising by 19%, represented 42% or $37 trillion of global assets in 2019.1 In the U.S. wealth management sector alone, we believe there are several key factors that will continue to drive growth, including: Advisors Moving Toward Independent Advisor Model. As of December 31, 2018, 21% of advisors across all channels worked for registered investment advisers ( RIAs ) or hybrid RIA firms (those firms that can act either in a fiduciary-based advisory capacity or a suitability-based broker capacity) collectively, and such percentage is expected to grow to 23.9% by the end of 20232. One of the key factors driving the shift of financial advisors to the RIA channel is the ability to retain a greater share of the economics associated with the wealth management services they provide. Increased Demand for Independent Advice. Recent market trends indicate a preference by clients for the independent wealth management advice provided by RIAs and hybrid RIA firms. Wirehouse asset market share fell from 42.6% to 34.0% between 2007 and 2018 and is expected to fall further to 29.2% by 20231. Conversely, RIAs and hybrid RIA firms saw an increase in their collective asset market share from 16.8% to 24.2% between 2007 and 2018 and are expected to have an asset market share of 29.6% by 20231. Lack of Succession Planning in the RIA Channel. 22% of all RIAs are unsure who their practice successor will be, the average age of an RIA advisor is 53 years and 24% of RIA advisors plan to exit the industry in the next nine years1. We believe we are well-positioned to capitalize on the growing need for RIAs to prepare their firms for the next generation of leadership. Projected Growth of Managed Accounts. The United States is in the midst of a generational shift where baby boomers, born between 1946 and 1964, are retired or retiring. The U.S. population aged 65 years and over is expected to increase by 72% from 2015 to 2040, increasing from 14.9% to an estimated 21.7% of the total U.S. population in 2040, according to data from the U.S. Census Bureau. Accompanying this shift is an expected increase in demand for wealth management services as assets are moved out of 401(k) accounts and company-sponsored plans into managed accounts. This influx of retirement assets into flexible investment accounts represents a significant growth opportunity for the independent wealth management sector, specifically the growing RIA channel. We believe that there are similar business and regulatory trends in other key international jurisdictions that are driving wealth management professionals toward independent, fee-based business models. In particular, in addition to targeting the RIA-led wealth management industry in the United States, we believe the heightened regulatory scrutiny, proliferating awareness of the fiduciary standard for wealth management and growing population of mass affluent clients in various regions globally will provide us with an increasing number of acquisition targets abroad. We believe that with the international composition of our Founders group and their skillsets, we are well-positioned to take advantage of the growth opportunities in all international markets. The independent wealth management industry, including RIAs and independent broker-dealers ( IBDs ), is highly fragmented. Over the past several years, there has been an increased level of consolidation in the wealth management industry, and we expect this trend to continue and accelerate. Global wealth management M&A activity reached a new record high for the seventh consecutive year in 2019, with over 200 announced transactions and $285 billion of assets transacted, based on reported data.3 Consolidation in the industry has been fueled by firms seeking strategic or financial partnership opportunities to build scale, enhance margins, improve competitive positioning and access additional capital 1 BCG Global Asset Management 2020 Protect, Adapt and Innovate Report. 2 Cerulli U.S. RIA Marketplace 2019 Report and Cerulli 2019 Advisor Report. TABLE OF CONTENTS to fund corporate investments, launch or acquire additional capabilities and transition ownership from founders to the next generation of leaders. Increasing regulatory and technology costs have also fueled M&A activity. Given the growth trends and fragmented nature of the industry, we believe there is a significant opportunity for us to capitalize on the consolidation activity taking place in the global wealth management industry. Our Founders have a differentiated ability to underwrite transactions across the financial services landscape, including the wealth and investment management sectors. We believe we are well-positioned to partner with a growing wealth management firm that can gain market share and use publicly traded equity to fund new business initiatives and execute roll up acquisitions of additional wealth managers. Additionally, we believe that the COVID-19 pandemic creates additional opportunities where otherwise healthy companies may be in need of capital unrelated to the strength of the underlying platform and we will be in a position to provide capital and strategic solutions, including access to the public capital markets for these companies. Management Team We are led by an experienced team of managers, operators and investors who have each played important roles in helping build, grow and exit profitable public and private businesses, both organically and through acquisitions, to create significant value for stakeholders. Our team collectively has several decades of experience operating and investing in companies and management teams across a wide range of industries, including financial services, bringing us a diversity of experiences as well as valuable expertise and perspective. Our management team will consist of Gary Wilder, our Executive Chairman, and Michael Nessim, our Chief Executive Officer, who will both be supported by our non-executive directors and our two principal financial backers: KPI (Nominees) Limited, a UK-incorporated company ( KPI ), which is wholly owned by Kingswood Property Finance LP ( KPFLP ), a UK private investment partnership that is in turn wholly owned and controlled by Gary Wilder and Jonathan Massing. KPI and its subsidiaries have approximately $8 billion of assets under advice and management; and Pollen Street Capital Group ( Pollen Street ), a global alternative asset investment management company focused on the financial and business services sectors with $3.5 billion of assets under management across private equity and credit strategies. Gary Wilder Mr. Wilder, our Executive Chairman, has over 30 years of experience across corporate finance, mergers and acquisitions, financing, operations, business development, sales and marketing and branding for companies across all industries, including wealth managers and broker dealers. Mr. Wilder has structured finance and private equity investment experience in Europe, Asia and the U.S. and has been involved in all phases of investment processes, including equity capital raising, fund structuring, debt financing, property acquisitions, asset management and sales. He has built an extensive network of deep relationships with key players, advisors, brokers, consultants, investment banks and analysts. Mr. Wilder has successfully executed over $30 billion in transaction across over 100 M&A, capital markets, structured finance and private equity transactions investing $4.2 billion of equity over the course of his career. Mr. Wilder currently serves as Group Chief Executive Officer of Kingswood Holdings Limited ( KWG ), a publicly traded, fully integrated wealth and investment management group with over 16,000 active clients and approximately $6 billion of assets under advice and management, and as Executive Chairman of Kingswood US Holdings Inc ( Kingswood US ), KWG s subsidiary and U.S. holding company. He joined the board of KWG in October 2017 as a non-executive director. Mr. Wilder s key responsibilities at KWG include building strategic relationships with new and existing investors, bankers and financial advisers, directing capital raising efforts to drive the growth and expansion of the platform, strategic acquisitions, value enhancement and directing overall strategy to maximize stockholder returns. 3 The 2019 Echelon RIA M&A Deal Report. TABLE OF CONTENTS Mr. Wilder is also a co-founding partner of KPFLP and alongside his partner, Jonathan Massing, has undertaken a range of long-term private equity investments and financial transactions. In 2006, Mr. Wilder co-founded Moor Park Capital Partners, LLP, a private real estate firm based in London, where he currently serves as the Executive Chairman. Prior to founding Moor Park, Mr. Wilder was a Managing Partner and the Co-Head of European Funds Group at Nomura Holdings, a team he created following his role as head of Nomura s Real Estate Principal Finance Group. He was also a member of Nomura s Global Fixed Income Committee. Between 1999 and 2002, Mr. Wilder was Partner & Managing Director at Credit Suisse First Boston responsible for its European Real Estate Investment Banking business. Between 1994 and 1999, Mr. Wilder was a Managing Director at Bankers Trust (now Deutsche Bank) in the Real Estate Group. Mr. Wilder is a Chartered Accountant and a graduate of the Cass Business School, University of London, where he attained a Bachelor of Science degree with honors. Mr. Wilder is authorized as a Senior Manager Function holder by the UK Financial Conduct Authority. Michael Nessim Mr. Nessim, our Chief Executive Officer, has over 24 years of experience in the financial services industry. Starting his career in 1995 as a registered representative with Josephthal & Co., a former independent retail brokerage firm, he built a team of registered representatives and sales support. In 1998, Mr. Nessim began an independently owned franchise of an independent broker dealer. He grew the business to over 100 advisors and 10 support staff. He has spent the majority of his career as an owner and operator of registered franchises (Office of Supervisory Jurisdiction). Mr. Nessim is currently the President of Kingswood US. Mr. Nessim joined Kingswood US through KWG s acquisition of a majority interest in Manhattan Harbor Capital ( MHC ). MHC is the majority owner of Benchmark Investments, Inc., an independent broker dealer, and Benchmark Advisory Services, LLC, a registered investment advisor in the U.S. (together, Benchmark ). Mr. Nessim currently serves as the President and CEO of Benchmark. Mr. Nessim s key responsibilities include driving the continued growth of Benchmark as well as oversight and daily communication with the various management team leaders. He has grown Benchmark from 35 registered representatives to 180 registered representatives due to the successful completion of organic and inorganic growth initiatives. Mr. Nessim has played a crucial role in the successful integration of Benchmark s RIA acquisition. Mr. Nessim holds Series 7, 24, 63 and 65 Securities Licenses. He graduated from C.W. Post University with a degree in Business Management. Non-Executive Directors Our management team s efforts to seek a suitable initial business combination target will be complemented and augmented by the expertise and network of relationships of our non-executive directors, who will provide extensive experience in business and financial matters. R. Lawrence (Larry) Roth Mr. Roth, our lead independent director, has over 30 years of experience as an operator of companies, a dealmaker, a strategic advisor and a successful entrepreneur. Mr. Roth, an Attorney and CPA, is currently the Managing Partner of RLR Strategic Partners LLC, a consulting company, where he works closely with senior management teams, boards of directors and advisory boards across the wealth management space to deliver high-impact strategic growth plans, as well as plan execution support. In addition to strategic planning, Mr. Roth also provides comprehensive M&A advisory solutions, delivered in association with Berkshire Global Advisors, a leading global boutique investment bank focused on mergers & acquisitions for the financial services sector. With three decades of experience in the wealth management industry, Mr. Roth will complement our business combination strategy through the expertise and relationships he has built over time as a CEO of some of the largest independent firms in the industry; a current and past board member of both public and private entities; an investment banker who has structured numerous value-creating transactions; and an entrepreneur who has acquired early-stage retail financial advice businesses, and grown them to achieve profitable exits. He currently serves on the boards of directors as well as advisory boards for leading TABLE OF CONTENTS organizations in the wealth management industry, including: Advisory Board Chairman of Haven Tower Group, Member of the Board of Directors of Oppenheimer & Co. Inc., Member of the Board of Directors of Clark Capital Management Group and Editorial Advisory Board Member for Real Assets Adviser. From 2014 to 2016, Mr. Roth served as Chief Executive Officer of Cetera Financial Group, the second largest network of independent broker-dealers in the U.S. From 2013 to 2014, Mr. Roth was the Chief Executive Officer of Realty Capital Securities, a financial services firm engaged in the independent wealth management business. From 2006 to 2013, Mr. Roth was Chief Executive Officer of AIG Advisors Group, one of the largest networks of independent broker-dealers in the U.S. He has also previously served as a Managing Director of Berkshire Global Advisors and remains affiliated with the firm today as a Senior Advisor. Mr. Roth first entered the wealth management industry as an entrepreneur when he personally acquired Vestax, a Hudson, Ohio-based full-service independent broker-dealer that he grew and successfully sold to ING Group in 1997. Mr. Roth has an undergraduate degree from Michigan State University and a J.D. from the University of Detroit School of Law. He is also a graduate of the Owner/President Management Program at Harvard University s Graduate School of Business Administration. He holds Series 7, 24, 63 and 79 FINRA registrations. Jonathan Massing Mr. Massing, one of our directors, has nearly 40 years of corporate finance and mergers and acquisitions experience. Mr. Massing is currently non-executive Deputy Chairman of KWG. Mr. Massing is a specialist in commercial and corporate finance advice, buyouts, venture capital, advising on stockholder disputes, the valuation of private businesses and acting as a financial expert. As a Chartered Accountant, he has extensive experience in the sale and acquisition of private companies and also provides advice on debt structures and working capital facilities. Mr. Massing is an accredited mediator, with a specific interest in the resolution of business and commercial disputes. In 1993, Mr. Massing became a founding partner of Kingswood LLP, a London-based professional advisory firm specializing in corporate finance and other professional services for private entrepreneurial businesses and smaller companies. In 1998, Mr. Massing set up Kingswood Investment Partners ( KIP ) as an independent, UK Financial Conduct Authority regulated, private equity investor. KIP also acts as General Partner to KPFLP. Formed in 2004, KPFLP has undertaken a range of long-term investments and financial transactions including: participating in real estate investments; private equity investments incorporating equity and loan capital to the small and medium-sized enterprises sector; subscribing for equity warrants and options; dealing in financial assets; and trading in listed equities, fixed income and currencies. In August 2017, KPFLP, through KPI, became the largest stockholder in KWG. Mr. Massing was appointed as a non-executive director of KWG in 2017 and, in 2019, he assumed the role of Deputy Chairman. Mr. Massing began his career as a chartered accountant at PricewaterhouseCoopers LLP in 1981. Mr. Massing is a member of the Corporate Finance Faculty of the Institute of Chartered Accountants in England and Wales, holding the Corporate Finance Diploma entitling the use of the designation CF . In 2010, he was admitted as a Member of the Royal Institution of Chartered Surveyors (MRICS). Mr. Massing attained a Bachelor of Science with Honors at Cardiff University. David Hudd Mr. Hudd, one of our directors, has nearly 40 years of global legal and capital markets transactional experience. Mr. Hudd is currently a non-executive director of and legal consultant to KWG. Mr. Hudd is also senior counsel and a former partner of Hogan Lovells, where he served as Deputy CEO from 2014 to 2020. Mr. Hudd joined Lovells (now Hogan Lovells) as its first dedicated capital markets partner in 1994 to establish the firm s structured finance practice. Before his appointment as Deputy CEO, Mr. Hudd led the firm s global finance practice. Mr. Hudd served as Head of Structured Finance at Banque Indosuez in London (now Cr dit Agricole) between 1993 and 1994, as Head of Structured Finance at Sanwa International in TABLE OF CONTENTS London (now Mitsubishi UFJ Group) between 1991 and 1993, and as Head of Legal and subsequently Head of Structured Finance at Banque Paribas in London (now BNP Paribas) from 1985 to 1990. Mr. Hudd started his career as an Associate at Linklaters. Mr. Hudd has been ranked as a market-leading lawyer for over 25 years by Chambers and Legal 500. Mr. Hudd graduated with an MA in Jurisprudence from Oxford University and is qualified as a solicitor. Howard Garland Mr. Garland, one of our directors, is a Partner of Pollen Street and a member of the firm s private equity and credit investment committees. He is currently a non-executive director of KWG. He has extensive experience in the private equity sector since 1995, prior to which he created and ran a financial brokerage firm specializing in real estate. Mr. Garland is focused on investing in financial services businesses and credit opportunities and is the lead partner at Pollen Street in charge of KWG, the Polish BIK Group, as well as a number of credit investments and real estate platforms. He was previously the lead partner at Pollen Street in charge of the Italian bank Banca Sistema and Arrow Global. Beginning in 2012, Mr. Garland spent three years assisting the Swedish credit institution Hoist Finance to enter the UK debt collecting and non-performing loan purchasing sector, acting as the UK Chief Operating Officer and supporting the acquisition of a number of UK companies and debt portfolios in both a structuring and operational role. Mr. Garland has a 1st class honors degree in Mathematics from University College London. Lisa Roth Ms. Roth, one of our directors, has over 30 years of operational, business strategy, compliance and information security experience across the financial services industry. She is currently the president of Monahan & Roth, LLC, a professional consulting firm offering consulting, expert witness and mediation services on financial and investment services topics including regulatory compliance, product due diligence, suitability, supervision, information security and related topics. Previously, Ms. Roth founded ComplianceMAX Financial Corp. (purchased by National Regulatory Services in 2007), a regulatory compliance company offering technology and consulting services to more than 1,000 broker-dealers and investment advisers. Ms. Roth s leadership at ComplianceMAX Financial Corp. led to the development of innovative audit and compliance workflow technologies now in use by some of the U.S. s largest broker-dealers, investment advisors and other financial services companies. Ms. Roth has been engaged as an expert witness on more than 150 occasions, including FINRA, JAMS and AAA arbitrations, and Superior Court and other litigations, providing research, analysis, expert reports, damages calculations and/or testimony at depositions, hearings and trials. Ms. Roth also serves as the President, AML Compliance Officer and Chief Information Security Officer of Tessera Capital Partners. Tessera is a limited-purpose broker dealer offering new business development, financial intermediary relations, client services and marketing support to investment managers and financial services firms. Ms. Roth holds FINRA Series 7, 24, 53, 4, 65, 99 Licenses. Previously, Ms. Roth has served in various executive capacities with Keystone Capital Corporation, Royal Alliance Associates, First Affiliated Securities, Inc. (now First Allied Securities, Inc.), and other brokerage and advisory firms. Ms. Roth attained a Bachelor of Arts Degree and was awarded the History Prize from Moravian College in Bethlehem, PA. Caroline O Connell Ms. O Connell, one of our directors, has almost 30 years of leadership, operational, business strategy and marketing experience across the financial services industry. Ms. O Connell s track record includes building and leading high-performance teams across marketing, strategy, client experience, product management and communications disciplines to drive growth. She is currently the Chief Strategy and Customer Experience Officer of Equitable (formerly AXA Equitable) and a member of the firm s Operating TABLE OF CONTENTS Committee. She is responsible for driving the firm s growth strategy and overseeing the customer experience across all channels and product lines. Previously, Ms. O Connell held several roles at BNY Mellon, including Chief Strategy Officer for the firm s Pershing franchise and Chief Marketing Officer for its Investment Services business. Ms. O Connell is a board member of the Securities Industry Institute at The Wharton School at the University of Pennsylvania. She is part of the Strategic Advisory Board for FTV Capital, a multi-billion dollar venture capital and private equity firm, as well as Senior Advisor to Omega Venture Partners, a start-up venture capital firm specializing in human-enabled artificial intelligence. Ms. O Connell is also co-founder of the Outthinker Chief Strategy Officer Roundtable and a member and former Chair of the Marketing and Communications Committee of The Women s Forum of New York. Ms. O Connell holds FINRA series 7, 24 and 63 Licenses. Ms. O Connell holds a Bachelor of Science degree in Education and Master of Business Administration in Marketing from Old Dominion University in Norfolk, Virginia. Principal Financial Backers KPI (Nominees) Limited KPI is a private UK company that is wholly owned by KPFLP. Formed in 2004, KPI has undertaken a range of long-term investments and financial transactions including: private equity investments incorporating equity and loan capital to the SME sector; participating in real estate investments; life insurance and fixed and variable annuities; subscribing for equity warrants and options; dealing in financial assets; and trading in listed equities, fixed income and currencies. KPI and its subsidiaries have approximately $8 billion of assets under advice and management. KPFLP is managed by its General Partner, KIP, which is authorized and regulated by the UK Financial Conduct Authority. KPI owns 67% of the ordinary share capital of KWG. KWG (previously European Wealth Group Limited), together with its subsidiaries is a growing and established wealth management business listed on the AIM market of the London Stock Exchange under the ticker symbol KWG. Client experience and breadth of services are at the heart of KWG s offering granting access to specialist advice and distinctive investment products. Headquartered in London, KWG has over 170 employees across the UK, South Africa and the U.S. KWG s investment products are managed by highly experienced global investment managers and comprise equities, fixed income and alternative investments. KWG services individuals, family offices, charities, trusts, institutions and corporations by offering a full suite of personalized financial services and access to high-quality products on a cost-effective basis. As of August 21, 2020, KWG has over 16,000 active clients and approximately $6.0 billion of assets under advice and management. KWG is split into three core businesses: UK Wealth and Investment Management, UK Institutional and Kingswood US: UK Wealth and Investment Management is an integrated advisory business for retail and corporate clients providing a broad spectrum of financial planning and investment management solutions. UK Wealth had approximately $3.9 billion assets under advice and management as of August 21, 2020 and services approximately 11,700 private clients and 200 corporate pension schemes ranging in size from 10 to 5,000 members. UK Institutional provides specialist fixed interest and cash-enhanced investment management to private clients, trusts, pension funds, universities and charities. It also manages money on behalf of third-party independent financial advisers. It currently manages total fixed interest investments of $1.0 billion. Kingswood US currently incorporates interests in an independent broker dealer and registered investment adviser with current assets under management of $1.1 billion. In September 2019, KWG received a permanent growth capital investment from Pollen Street to support its global growth strategy in the wealth management industry. Pollen Street s investment comprised an initial commitment of up to 40 million ($52 million) of permanent growth capital to KWG. TABLE OF CONTENTS KWG s established market position as a vertically integrated global wealth manager, track record of organic and inorganic strategic growth, established distribution and global relationship network will be a competitive advantage and resource to us as we execute our business strategy. Members of our board, including Mr. Wilder and Mr. Nessim, have led significant organic and inorganic strategic growth initiatives at KWG to drive growth through enhanced wealth management capabilities, expanded geographic reach and broadened distribution. Recent Organic Growth Initiatives Delivered for KWG Enhanced and repositioned the wealth management customer proposition, reducing dependence on single advisers and ensuring that the customer s relationship is with KWG; Built out the senior management team with the hiring of a new industry specific Chief Risk Officer and a Chief Operating Officer; Established partnerships with affiliates covering protection, mortgage services, foreign currency and tax/accounting support; and Developed IT infrastructure, utilizing industry-leading platforms across both wealth management and investment management. Recent Inorganic Growth Initiatives Delivered for KWG Completed the acquisition of Thomas & Co., a financial advisory firm based in Abingdon, Oxfordshire, in February 2019. Serving around 500 clients and with approximately 150 million ($196 million) of assets under advice, Thomas & Co offers a wide range of services to its clients, including personal and company pensions, investments, and tax planning. The acquisition represented a major step in KWG s strategy to become a leader in the UK wealth and investment management market and build a nationally recognized brand. Completed the acquisition of a minority interest in Manhattan Harbor Capital in May 2019. Led by Mr. Nessim, MHC is a holding company with RIA and IBD operations in New York, Atlanta and San Diego. The partnership enabled KWG to gain a key, strategic foothold in the U.S., the largest wealth and investment management market in the world. By investing in MHC, KWG differentiated itself from its peers and supported its global aspirations of asset linking and cross-selling services, and the partnership provided a solid foundation for KWG s U.S. expansion plans. Completed the acquisition of WFI Financial ( WFI ), a major regional financial planning business based in Sheffield, UK, in September 2019. WFI has over 550 million ($719 million) of assets under management / assets under advice from over 970 family clients. The acquisition doubled the size of KWG s wealth planning business and provided KWG with an opportunity to own a highly profitable regional financial planning business. The acquisition also marked KWG s continued expansion of its national wealth management footprint in the UK. A strategic partnership initiative with Pollen Street in September 2019, which comprised an initial commitment of 40 million ($52 million) and an additional 40 million through co-investments ($104 million in total) of permanent growth capital from funds managed and/or advised by Pollen Street to KWG, underpinning a strong, debt-free balance sheet. Completed the acquisition of Chalice Capital Partners, an IBD, and Chalice Wealth Advisors, the firm s RIA (together, Chalice ), in May 2020. Located in San Diego, California, Chalice provides full service securities brokerage, advisory and investment banking services to a broad-based group of individuals and corporate clients and manages approximately $1.1 billion of assets. KWG announced an agreement in May 2020 to increase its ownership in MHC to a majority stake, merge Chalice with MHC and rename the combined firm Kingswood US. The transaction provides KWG with a strong, robust and well-capitalized foundation to accelerate its U.S. growth strategy, including best-in-class, full-service operational and technology infrastructure. Kingswood US comprises a strong independent broker dealer and registered investment adviser businesses across the U.S., with key hubs in Atlanta, New York and San Diego. In addition, Kingswood US incorporates TABLE OF CONTENTS Kingswood Capital Markets, a national investment banking platform now supported by significant regulatory capital to leverage KWG s expanding distribution channels and drive growth across equity and debt advisory, capital raising and M&A. In August 2020, KWG announced that, subject to regulatory approval, it will achieve majority ownership in MHC and complete the formation of Kingswood US. Completed the acquisition of Sterling Trust Financial Consulting Limited ( Sterling Trust ) in June 2020, a high-quality regional UK wealth management business with 1.2 billion ($1.57 billion) in assets under management. Sterling Trust represents a transformative transaction for KWG, doubling the size and profitability of the wealth management business, adding experienced senior leaders and expanding additional regional reach in the UK. Pollen Street Established in 2013, Pollen Street is a global, independent alternative investment management company focused on the financial and business services sectors. Pollen Street has $3.5 billion of gross assets under management across private equity and credit strategies. Investors include leading pension funds, asset managers, banks and family offices from around the world. Pollen Street s demonstrated approach and track record of supporting its partner companies to take advantage of global market opportunities and to build high growth, sustainable businesses will be highly valuable to our business strategy. Pollen Street currently manages investments across a diverse sector base including a bank, consumer and corporate lenders, specialist insurance brokers, payments and foreign exchange businesses and technology software providers. It manages multiple regulated entities across the UK, Europe and the U.S. The past performance of our management team, directors, financial backers or their respective affiliates is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management team s or advisors or their respective affiliates performance as indicative of our future performance. Competitive Strengths We believe the Founders will provide us with a significant pipeline of opportunities from which to evaluate potential business combinations that will benefit from our collective expertise, relationships and network. We believe that our competitive strengths include the following: Seasoned Management Team with a Track Record of Creating Value Our management team is led by our Executive Chairman Gary Wilder and our Chief Executive Officer Michael Nessim. With over 55 years of combined financial services, wealth management and private equity experience, Mr. Wilder and Mr. Nessim bring a strong track record, exclusive relationships and deep expertise that is suited to take advantage of the growing set of acquisition opportunities across the financial services industry, including the global wealth and investment management space, and to create stockholder value. We believe our management team s operating and transaction experience and relationships with companies will provide us with a substantial number of potential business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships in the U.S. and globally. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, their relationships with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. We believe that potential sellers of target businesses will view the fact that our management team has successfully closed over 100 combined M&A, capital markets, structured finance and private equity transactions across a diverse range of industries as a positive factor in considering whether to enter into a business combination with us. TABLE OF CONTENTS Accomplished Board of Directors We have recruited and organized a group of accomplished, well-recognized, respected and engaged independent directors who will bring to us public company governance, executive leadership, operations oversight and capital markets expertise. Our board members have served as directors, officers, partners and other executive and advisory capacities for publicly-listed and privately owned companies and private equity and venture capital firms. Our directors have extensive experience with acquisitions, divestitures and corporate strategy and possess relevant domain expertise in the sectors where we expect to source business combination targets, including wealth and investment management. We believe their collective expertise, contacts and relationships make us a highly desirable merger partner. In addition to supporting us in the areas of investment strategy, origination, assessments of key risks and opportunities and due diligence, members of our board of directors may also support us after the completion of our business combination in overseeing our investment management and value creation plan and strategy where relevant expertise exists. We believe the significant experience and established reputation of our directors will attract high-performing merger partners. Differentiated Investment Thesis and Strategy We believe we are unique among listed SPAC vehicles due to our Founders extensive knowledge, experience and network with respect to the financial services industry, including differentiated financial services firms in the wealth management, financial advisory and investment management sectors. Given the growth trends and fragmented nature of the industry, we believe there is a significant opportunity for us to capitalize on the consolidation activity taking place in the global wealth management industry. Our management team has the ability to identify transactions across the financial services landscape, including the wealth and investment management sectors. Additionally, the Founders are actively involved in operating, advising and investing in wealth and investment management firms, which we believe provides a unique value proposition for business combination targets. We believe we are well-positioned to partner with a growing wealth and investment management firm that can gain market share and use publicly traded equity to fund new business initiatives and strategic acquisitions. Our medium-to-long term strategy is to build a substantial integrated global wealth and investment management platform. We intend to grow both organically and through acquisitions, which will be successfully integrated utilizing our in place management, operational and technology platform to drive increased margin through exploiting business synergies as we integrate acquisitions onto our centralized operating platform and through the migration of client assets onto our centralized investment platform to drive additional incremental margins. As disciplined acquirers focused on value enhancement, we believe we can also drive significant additional value to our stockholders through our ability to take advantage of the valuation differentials that exist globally between companies matching our business combination criteria and a significantly scaled and a well-resourced listed entity. Extensive and Proprietary Deal Sourcing Network We intend to maximize our pipeline of potential target investments by proactively approaching our extensive and proprietary network of relationships and contacts, including owners and directors of private and public companies, private equity funds, family offices, technology partners, investment bankers, industry consultants, lenders, attorneys, accountants and other trusted advisors across various sectors. Kingswood US has a team of investment bankers that can strengthen our sourcing efforts in the RIA and IBD sectors. We believe the prior investment experience and track record of our team and the extensive network of the Founders within the global and U.S. financial services and private equity markets will give us a competitive advantage when sourcing potential business combination opportunities. Significant M&A, Capital Markets, Finance and Private Equity Expertise The Founders consist of seasoned professionals with significant M&A, capital markets, finance and private equity experience across a wide variety of industries, structures and market conditions and have proven track records of producing outsized investor returns through all business cycles. Our team has an extensive track record of identifying, screening, acquiring and exiting companies profitably, with experience TABLE OF CONTENTS globally in the wealth and investment management space, as principal investors and as advisors. The Founders intend to apply the same disciplined approach to acquire a business that they have used in connection with their current advisory services and principal investment activities. Our management team also has deep understanding and experience of all aspects of capital markets, which we believe is an important skill-set of a SPAC management team. We believe that the combined experience and network of the Founders in the public and private equity markets will allow us to effectively position our investment thesis for the business combination transaction, as well as for the combined company post-closing to deliver significant returns for our stockholders. In connection with our initial business combination, our sponsor and certain of its affiliates in their sole discretion may consider entering into forward purchase agreements with respect to the purchase of units of the Company in a private placement that would close concurrently with the closing of our initial business combination. The foregoing in no way creates a legal or contractual obligation of our sponsor or any of its affiliates to enter into forward purchase agreements, and our sponsor and its affiliates will determine whether to enter into such forward purchase agreements in their sole discretion. Business Combination Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek an initial business combination target and to acquire companies in the wealth and investment management industry that we believe: have a defensible market position, with demonstrated advantages when compared to their competitors and which create barriers to entry against new competitors; have strong, experienced management teams, or a platform that will allow us to assemble an effective management team with a track record of driving growth and profitability; have recurring, predictable revenues and the history of, or the near-term potential to, generate stable and sustainable free cash flow; are at an inflection point or are able to take advantage of public currency in order to drive improved financial performance; have a diversified customer base better positioned to endure economic downturns and changes in the industry landscape; provide a scalable platform for add-on acquisitions, which we believe will be an opportunity for our management team to deliver incremental stockholder value post-acquisition; generate attractive returns on capital and have a compelling use for capital to achieve their growth strategy; exhibit unrecognized value or other characteristics that we believe have been overlooked by the marketplace based on our analysis and due diligence review; and can benefit from being publicly-traded, are prepared to be a publicly-traded company, are capable of generating consistent returns in excess of cost of capital and can effectively utilize access to the capital markets. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not materially meet the majority of the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial TABLE OF CONTENTS business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission (the SEC ). Business Combination Process In evaluating a prospective target business, we expect to conduct a detailed due diligence review of the issues that we deem important in order to determine the target company s business quality and estimate its intrinsic value. That due diligence review will include, among other things, financial statement analysis, detailed document reviews, meetings with incumbent management and employees, consultations with relevant industry experts, competitors, customers and suppliers, as well as a review of additional financial, legal and other information that we will seek to obtain as part of our analysis of the target company. We will retain third party specialist consultants to assist in the due diligence process as necessary, covering areas including financial, commercial, regulatory and legal. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our two principal financial backers, KPI and Pollen Street. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our financial backers, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our financial backers, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view. Each of our financial backers, directors and officers may, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such financial backers, directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination. Certain of our financial backers, officers and directors presently have fiduciary or contractual obligations to other entities pursuant to which such sponsor, officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our financial backers, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which it, he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, it, he or she will honor its, his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our financial backers, officers or directors will not materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. In addition, our financial backers and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. We do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Initial Business Combination In accordance with the rules of the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable TABLE OF CONTENTS on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm which is a member of Financial Industry Regulatory Authority ( FINRA ) or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our stockholders. However, if required under applicable law, any proxy statement that we deliver to stockholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target business or issue a substantial number of new shares to third parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring such costs and will reduce the funds we can use to complete another business combination. Corporate Information Our executive offices are located at 17 Battery Place, Room 625, New York, New York 10004, and our telephone number is +1 (212) 404-7002. We will maintain a corporate website. The information that may be contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the TABLE OF CONTENTS JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Common Stock that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Common Stock held by non-affiliates is equal to or exceeds $250 million as of the prior June 30th and (2) our annual revenues were equal to or exceeded $100 million during such completed fiscal year and the market value of our Common Stock held by non-affiliates is equal to or exceeds $700 million as of the prior June 30th. TABLE OF CONTENTS The Offering
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001823200_bcls_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001823200_bcls_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ba6e02cd234085dd36e9f92257778ce4b85bb74a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001823200_bcls_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; company, we, us, our, or our company are to BCLS Acquisition Corp., a Cayman Islands exempted company; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to our sponsor and each other holder of founder shares upon the consummation of this offering; management or our management team are to our executive officers and directors (including our director nominees who will become directors at the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; Bain Capital are to Bain Capital, LP, an affiliate of our sponsor; Bain Capital Life Sciences are to Bain Capital Life Sciences, LP and its affiliates, an affiliate of our sponsor; private placement shares are to the Class A ordinary shares to be issued to our sponsor in a private placement simultaneously with the closing of this offering (which private placement shares are identical to the shares sold in this offering, subject to certain limited exceptions as described in this prospectus) and upon conversion of working capital loans; public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares to be sold in this offering (whether they are purchased in this offering or thereafter in the open market); and sponsor are to BCLS Acquisition Holdings, LP, a Cayman Islands exempted limited partnership. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 2, 2020 PRELIMINARY PROSPECTUS $125,000,000 BCLS Acquisition Corp. 12,500,000 Class A Ordinary Shares BCLS Acquisition Corp. is a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our Class A ordinary shares, par value $0.0001 per share, which we refer to as our public shares, at an initial public offering price per share of $10.00. The underwriters have a 45-day option from the date of this prospectus to purchase up to 1,875,000 additional public shares to cover over-allotments, if any. Unlike other initial public offerings of special purpose acquisition companies ( SPAC IPOs ), investors in this offering will not receive warrants that would become exercisable following completion of our initial business combination. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, BCLS Acquisition Holdings, LP, has agreed to purchase 450,000 Class A ordinary shares (or 487,500 Class A ordinary shares if the underwriters over-allotment option is exercised in full), at a price of $10.00 per share in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $4,500,000 (or $4,875,000 if the over-allotment option is exercised in full) that will close simultaneously with the closing of this offering. The private placement shares are identical to the Class A ordinary shares sold in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders currently own 3,593,750 Class B ordinary shares (up to 468,750 of which are subject to forfeiture) which will automatically convert into Class A ordinary shares at the time of our initial business combination as described herein. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Our sponsor has indicated an interest to purchase up to an aggregate of $25,000,000 of our ordinary shares in a private placement that would occur concurrently with the consummation of our initial business combination. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-business combination company. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor may determine not to purchase any such shares, or to purchase more or fewer shares than it has indicated an interest in purchasing. Furthermore, we are not under any obligation to sell any such shares. Such investment would be made on terms and conditions determined at the time of the business combination. Currently, there is no public market for our Class A ordinary shares. We intend to apply to have our public shares listed on The Nasdaq Capital Market, or Nasdaq, under the symbol BLSA. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 34 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ 10.00 $ 125,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 6,875,000 Proceeds, before expenses, to us $ 9.45 $ 118,125,000 (1) Includes $0.35 per share, or $4,375,000 in the aggregate (or $5,031,250 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement shares described in this prospectus, $125.0 million, or $143.75 million if the underwriters over-allotment option is exercised in full ($10.00 per share in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the shares for sale on a firm commitment basis. The underwriters expect to deliver the shares to the purchasers on or about , 2020. Joint Book-Running Managers Goldman Sachs & Co. LLC Jefferies , 2020 Table of Contents Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a newly organized blank check company incorporated on August 26, 2020 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our management team s background and to capitalize on the ability of our management team to identify and acquire a business, focusing on the healthcare or healthcare related industries. In particular, we will pursue investments, primarily based in North America and Europe and selectively in other geographies, including Asia and emerging markets, in biopharmaceutical, specialty pharmaceutical, medical device, diagnostics and enabling life science technology companies. We may pursue a transaction in which our shareholders immediately prior to the completion of our initial business combination would collectively own a minority interest in the post-business combination company. Our Founders Our sponsor is an affiliate of Bain Capital Life Sciences, a leading life sciences investment manager with over $2.2 billion of assets under management as of June 30, 2020. Bain Capital Life Sciences was established in 2016 to invest in biopharmaceutical, specialty pharmaceutical, medical device, diagnostics and enabling life science technology companies globally, with a focus on companies that both drive medical innovation and enable that innovation to improve the lives of patients with unmet medical needs. Our founders are the senior leaders of Bain Capital Life Sciences. Adam Koppel, our Chairman, is a co-founder and Managing Director of Bain Capital Life Sciences. Jeffrey Schwartz, our Chief Executive Officer, is a co-founder and Managing Director of Bain Capital Life Sciences. Andrew Hack, our Chief Financial Officer, is a Managing Director of Bain Capital Life Sciences. Since its inception, Bain Capital Life Sciences has met with over 1,200 companies and has invested or committed over $650 million in 22 companies in both private financing rounds and, when applicable, a subsequent initial public offering. Bain Capital Life Sciences has led or co-led 15 of the 22 private financing rounds and, following those investments, has had board representation through a director or observer role in 19 of the companies. Bain Capital Life Sciences invests selectively and provides each portfolio company with meaningful capital, having made an average of approximately six initial investments per year in private companies with an average investment or commitment of approximately $30 million per company, when including subsequent private financing rounds and an initial public offering. Of the 22 private companies in which Bain Capital Life Sciences has invested, nine have gone on to become publicly-traded companies, including Annexon (Nasdaq: ANNX), Arcutis (Nasdaq: ARQT), Nurix (Nasdaq: NRIX), Replimune (Nasdaq: REPL), and SpringWorks (Nasdaq: SWTX), among others. Table of Contents Bain Capital Life Sciences is an affiliate of Bain Capital, one of the world s leading alternative asset management firms with over $100 billion of assets under management as of June 30, 2020. Since its inception in 1984, Bain Capital has employed a strategic, analytical approach to identify attractive investment opportunities and partner with management teams to transform and improve their businesses. During this time, Bain Capital has developed global reach, deep expertise and a proven track record in the life sciences across its business units. Bain Capital Life Sciences leverages the expertise of Bain Capital s other affiliate advisors and Bain Capital s infrastructure more broadly as a valuable resource, including its strong global relationships, capital markets knowledge, shared research services, and investment committee and internal advisory board insights. Our Board of Directors and Management Adam Koppel, the Chairman of our board of directors, initially joined Bain Capital in 2003 and is a Managing Director on the investment team and a member of the internal investment committee of Bain Capital Life Sciences. Prior to co-founding Bain Capital Life Sciences in 2016, Dr. Koppel worked within the healthcare vertical of Bain Capital Public Equity from 2003 to 2014. From 2014 to 2016, Dr. Koppel served as Executive Vice President of Corporate Development and Chief Strategy Officer of Biogen (Nasdaq: BIIB). Dr. Koppel currently serves on the boards of directors of Aptinyx (Nasdaq: APTX), Dicerna Pharmaceuticals (Nasdaq: DRNA), Solid Biosciences (Nasdaq: SLDB), and private companies Cerevel Therapeutics and ViaCyte, which are portfolio companies of Bain Capital Life Sciences, and private company Foghorn Therapeutics. Prior to initially joining Bain Capital, Dr. Koppel was an Associate Principal at McKinsey & Co, where he served a variety of healthcare companies. Dr. Koppel earned an MD and PhD in neuroscience from the University of Pennsylvania School of Medicine, an MBA from the University of Pennsylvania, where he was a Palmer Scholar, and an AB and AM, magna cum laude, in history and science from Harvard University. Jeffrey Schwartz, our Chief Executive Officer, joined Bain Capital in 2004 and is a Managing Director on the investment team and a member of the internal investment committee of Bain Capital Life Sciences. Prior to co-founding Bain Capital Life Sciences in 2016, Mr. Schwartz worked within the healthcare vertical of Bain Capital Private Equity. Mr. Schwartz currently serves on the boards of directors of SpringWorks Therapeutics (Nasdaq: SWTX), Hugel (Kosdaq: 145020), and private companies Gynesonics and Rapid Micro Biosystems, which are portfolio companies of Bain Capital Life Sciences and private company QuVa Pharma, which is a portfolio company of Bain Capital Private Equity. Prior to joining Bain Capital, Mr. Schwartz worked as an equity research analyst at Lehman Brothers from 2000 to 2004. Mr. Schwartz earned an MBA from the University of Pennsylvania, where he was a Palmer Scholar, and a BA, magna cum laude, in economics from Yale University. Andrew Hack, our Chief Financial Officer, joined Bain Capital in 2019 and is a Managing Director on the investment team and a member of the internal investment committee of Bain Capital Life Sciences. Prior to joining Bain Capital, Dr. Hack was the Chief Financial Officer of Editas Medicine (Nasdaq: EDIT) where he had responsibility for finance, investor relations, business development, information technology, and operations from 2015 to 2019. Dr. Hack currently serves on the boards of directors of Dynavax Technologies (Nasdaq: DVAX), Mersana Therapeutics (Nasdaq: MRSN), and private companies Affinivax, Atea Pharmaceuticals, Imperative Care, and JenaValve Technology, which are portfolio companies of Bain Capital Life Sciences, and Allena Pharmaceuticals (Nasdaq: ALNA). From 2011 to 2015, Dr. Hack served as a portfolio manager at Millennium Management, where he ran a market-neutral healthcare hedge fund focused on biotechnology, pharmaceutical, medical device, diagnostics, and life science tools companies. Earlier in his investment career, Dr. Hack was a securities analyst at a number of healthcare-focused hedge funds and investment banks in New York, Table of Contents and prior to his investment career, Dr. Hack was Director of Life Sciences at Reify Corporation, a life science tools and drug discovery company. Dr. Hack earned an MD and PhD in molecular genetics and cell biology from the University of Chicago, where he was a Frank Family Scholar and received awards from the American Heart Association and the American Society for Cell Biology, and an AB, with Special Honors, in biology from the University of Chicago. Allene Diaz has agreed to serve on our board of directors. She has served on the board of directors of Allena Pharmaceuticals (Nasdaq: ALNA) since April 2019. She has also led a New Product Strategy and Portfolio Management consulting practice since August 2020 and primarily consults for Xilio Therapeutics. Ms. Diaz served on the board of directors of Erytech Pharma SA, a biopharmaceutical company developing innovative therapies for cancer, from September 2016 to September 2019. Ms. Diaz held the position of Senior Vice President of R&D Portfolio Management at GlaxoSmithKline (Lon: GSK) from September 2019 to June 2020. From May 2015 to September 2019, she served as the Senior Vice President of Global Commercial Development and Program Strategy and as a member of the Executive Leadership Team at TESARO (formerly Nasdaq: TSRO). She was integrally involved in the acquisition of TESARO by GlaxoSmithKline in January 2019. Prior to joining TESARO in 2015, Ms. Diaz held a variety of leadership roles in the EMD Serono and Merck Serono divisions of Merck KGaA (Xetra: MRK.DE), including Senior Vice President, Managed Markets, Senior Vice President, Head of U.S. Oncology Commercial, Vice President, Oncology Marketing, Head of Oncology Global Strategic Planning and Head of the Global Oncology Business Unit. Earlier in her career, Ms. Diaz held management, operating, sales and medical affairs roles at various biopharmaceutical companies, including Pfizer (NYSE: PFE), Biogen (Nasdaq: BIIB) and Amylin Pharmaceuticals (Nasdaq: AMLN) among others. Ms. Diaz earned a BS in Psychology from Florida State University. Barry Greene has agreed to serve on our board of directors. Mr. Greene has served on the boards of directors of Acorda (Nasdaq: ACOR) since 2008 and Karyopharm (Nasdaq: KPTI) since 2012. Mr. Greene has more than 30 years of experience in the healthcare, pharmaceutical and biotechnology industries, including his most recent role as President of Alnylam (Nasdaq: ALNY) since October 2003. Prior to Alnylam, Mr. Greene served as General Manager of Oncology at Millennium (Nasdaq: MLNM) from 2001 to 2003, where he led the company s global strategy and execution for its oncology business, including strategic business direction and execution, culminating in the successful approval and launch of Velcade (bortezomib) in mid-2003. Prior to joining Millennium, Mr. Greene served as Executive Vice President and Chief Business Officer of Mediconsult from 1999 to 2000. Earlier in his career, Mr. Greene held various roles with AstraZeneca (Lon: AZN) from 1997 to 1999 and was a partner with Andersen Consulting (now Accenture (NYSE: CAN)) from 1986 to 1997. Mr. Greene earned a BS in industrial engineering from the University of Pittsburgh and served as Senior Scholar at Duke University, Fuqua School of Business. Vikas Sinha has agreed to serve on our board of directors. Mr. Sinha brings more than 25 years of experience in executive finance roles in the life sciences industry. Mr. Sinha is a co-founder of ElevateBio and has served as its Chief Financial Officer since December 2017. Mr. Sinha has served on the boards of directors of ElevateBio since December 2017, AlloVir since September 2018 and Verona (Nasdaq: VRNA) since September 2016. He has also served as the President and Chief Financial Officer of AlloVir (Nasdaq: ALVR), an ElevateBio private portfolio company, since September 2018. Prior to joining ElevateBio and AlloVir, Mr. Sinha served as the Chief Financial Officer of Alexion (Nasdaq: ALXN) for 11 years, where he was responsible for finance, business development, strategy and information technology. During his tenure as the Chief Financial Officer at Alexion, Alexion s market cap grew from $600 million to more than $30 billion, and its revenue grew from zero to more than $3 billion. Prior to joining Alexion, Mr. Sinha held various positions with Bayer (Xetra: BAYN-DE) in the United States, Japan, Germany and Canada. Mr. Sinha earned an MBA from the Asian Institute Table of Contents of Management. He is a qualified Chartered Accountant and associate member of the Institute of Chartered Accountants of India and a Certified Public Accountant in the United States. We believe our management team is well positioned to take advantage of the growing set of investment opportunities focused on the healthcare industry and that our contacts and relationships will allow us to generate an attractive transaction for our shareholders. The past performance of the members of our management team or their affiliates, including Bain Capital Life Sciences, is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record or the performance of our management team, Bain Capital Life Sciences or any of their affiliates or managed fund s performance as indicative of our future performance. Our management team has no experience in operating special purpose acquisition companies. Life Sciences Industry Opportunity While we may acquire a business in any industry, our focus will be on biopharmaceutical, specialty pharmaceutical, medical device, diagnostics and enabling life science technology companies, primarily based in North America and Europe, and selectively in other geographies, including Asia and emerging markets. We believe that several long-term secular trends and themes in healthcare are creating meaningful opportunities for successful investment within the life sciences sector. These trends include the following: Continued growth of the overall healthcare market supported by favorable demographic trends. The population of people over age 65 is at the beginning of a multi-decade period of sustained growth, and the Centers for Medicare & Medicaid Services projects that this population will grow from the mid-teens to approximately 20%, as a percentage of the total population, by 2030 in both the United States and other developed countries. As people age, they typically consume more healthcare, and an aging population is expected to drive consumption of healthcare in excess of broader economic growth. Spending on healthcare, driven by advancements in technology and treatment alternatives, has already been growing faster than the broader economy, as evidenced by the fact that healthcare expenditures tripled from 1995 to 2015 and are still trending at a 5-6% annual growth rate, according to the Centers for Medicare & Medicaid Services. According to the Organisation for Economic Co-operation and Development ( OECD ), pharmaceutical spending has remained a stable part of healthcare spending in the United States at around 10% over the last two decades, and we expect that this trend will continue even as healthcare expenditures continue to grow. Increased pace of innovation within the life sciences market. We believe the life sciences sector is in the early stages of an era defined by an increased pace of innovation that will impact the treatment of patients with unmet or under-met medical needs. Such innovation is being driven by advances on a variety of fronts, including human genetics, therapeutic modalities, and translational medicine. Broader technological evolution, including in material sciences, miniaturization, and computational technology, is allowing for new diagnostics and devices that can provide better and often accelerated outcomes or address previously unmet medical needs. Along with novel therapeutics, new opportunities exist for innovative drug-device combinations or diagnostics that are integrated with therapeutic targeting. Deconstruction of the life sciences value chain creating more opportunities for disruptive innovation. Although companies in this sector have grown, both organically and through mergers and acquisitions, and research and development budgets have increased, there has Table of Contents not been commensurate improvement in research and development productivity. We believe that larger, multi-asset companies are realizing that although they can grow to be more efficient on certain business elements, they must rely on external partnerships or mergers and acquisitions to drive and support innovation. In parallel to this evolution of strategy and approach for larger life sciences companies, the advances driving innovation in the life sciences field have enhanced the ability for smaller companies to pursue innovation in more targeted, accelerated and efficient manners. We believe that there is a supply and demand mismatch for true innovation in the life sciences ecosystem and that, as a result, innovative companies will be appropriately rewarded for their success. A complex and evolving healthcare ecosystem that requires deep understanding in order to optimize returns from innovation. Several key components of, and stakeholders within, the life sciences ecosystem are in a dynamic state, including an evolving regulatory process, consolidation of payer and drug distribution channels, and growing consumerization of healthcare. We believe that a deep understanding of the entire ecosystem is required to optimize returns from innovation and that understanding the technical risks and probabilities of success around innovative developments alone is not sufficient for sustainable investment success in the life sciences field. For example, the bar for approval in certain severe orphan diseases with high unmet need has been lowered, which has created attractive investment opportunities for those focused on understanding this evolving regulatory trend, while in other settings the bar for approval has been more challenging, requiring stronger efficacy and safety profiles. We believe the emergence of these trends and themes has created an increased need for targeted capital and value-added strategic support of companies around their critical phases of growth. The life sciences market that BCLS Acquisition Corp. will target represents a portion of a much larger market that saw more than $350 billion in M&A activity in 2019 and has seen more than $150 billion in M&A activity in each year since 2014. Consistent innovation and development of new products creates a regular source of investment opportunities and a need for capital to fund growth. We believe that life sciences companies, at a certain stage in their development, see material benefits from being publicly-traded, including greater access to capital, more liquid securities and increased market awareness. In recent years, pre-IPO financing rounds, now commonly referred to as crossover financings, have become a critical step in the process of becoming a publicly-traded life sciences company. Since January 1, 2018, there have been 170 life sciences IPOs of more than $50 million, 103 of which were preceded by a pre-IPO financing within the 12 months leading up to the IPO. The mean and median amounts of capital raised in these combined pre-IPO and IPO financings were $253 million and $204 million, respectively. We believe that an acquisition by a special purpose acquisition company with a management team that is well-known to, and respected by, life sciences founders, their current third-party investors and their management teams can replace the role of the combined crossover and IPO financings. We also believe an acquisition by BCLS Acquisition Corp., potentially combined with a private placement that could occur concurrently with the consummation of our initial business combination, would provide the target business with a similar or greater amount of capital as a potential combination of a crossover and IPO financing while simultaneously providing a more transparent and efficient mechanism for bringing our target business to the public markets. Acquisition Strategy Our acquisition strategy is designed to deliver strong returns by targeting companies that drive innovation and enable that innovation to improve the lives of patients with unmet medical needs. Table of Contents Consistent with the strategy of the affiliate of our sponsor, Bain Capital Life Sciences, we intend to target companies in the middle stages of their life cycles, by which we mean companies that are in a position to drive a near-term value inflection related to clinical evidence and / or commercial results. We believe targeting companies at this stage is attractive for the following reasons: Attractive returns within the life sciences sector are often generated by identifying and funding the key inflection points in a company s life cycle. While each company has its own path, we believe the most attractive risk and reward value inflection comes during the middle stages of growth as a life sciences company moves from concept and scientific hypothesis to proof of concept and commercialization. During this period, there are often discrete events, including clinical trials, that mark these inflection points and create clear capital needs. We believe differential insights around these discrete inflection periods create opportunities for value creation and strong returns. As the pace of innovation has increased and as innovation has increasingly taken place in more fragmented and entrepreneurial settings, the capital markets have lagged in their evolution to match these developments. Relatively strong and mature ecosystems exist at the early stages of company formation supported by seed and venture capital investors, and there are numerous funding mechanisms including strategic partners and public markets once a company has a proven or meaningfully de-risked product. The ecosystem that funds companies in the middle stages of growth is still evolving, however, and the need for additional capacity and options for companies requiring capital at this stage offers us attractive acquisition opportunities. We believe our capital and collaborative support of a company in this phase of development can be a differentiated offering in the market that is valued by both potential targets and our investors. We are seeking to raise enough capital in this transaction and potentially in a private placement that could occur concurrently with the consummation of our initial business combination to enable our acquisition target to be sufficiently capitalized to reach clinical and / or commercial value inflection points. A key aspect of our strategy is our sponsor s commitment to participating in and recruiting other investors to participate in this capital formation process. Our acquisition strategy is modeled on Bain Capital Life Sciences demonstrated investment approach, which seeks to develop differential insights and drive changes that enable the next phase of growth for target companies. This strategy features three distinct and unique competencies: Proprietary idea generation and proactive, focused sourcing. We will source opportunities through a combination of external networking efforts driven by a broad set of industry relationships and internal proactive analysis of the market to identify potential targets. Our selection process will leverage our relationships with industry participants, including early stage venture capital investors, management teams and industry executives, early stage and mature companies, public investors, academic institutions, investigators, consultants, and investment bankers. We also believe that Bain Capital Life Sciences reputation, experience and track record of making investments in the life sciences sector will make us a preferred partner for potential targets. We believe this work will position us to identify and prioritize the most attractive assets and companies in a given market. Disciplined asset evaluation and selection process. We believe that our management team is well-equipped to perform a rigorous assessment of the strategic positioning and value creation potential of prospective target businesses. We will focus on conducting robust diligence and analysis around four key parameters tied to the value inflection points of prospective target businesses, which will ultimately form the basis for an acquisition decision that incorporates an appreciation and understanding of the risk-return aspects of a particular company. Specifically Table of Contents we will focus on identifying (1) where in a company s growth the key inflection points exist; (2) for a given inflection, the capital required to drive that inflection; (3) the likelihood that the company successfully achieves that inflection; and (4) the magnitude of value creation if the inflection is achieved and the risk mitigating protections if the inflection is not achieved. We will integrate our diligence around these four key issues to drive our ultimate acquisition decisions. Collaborative and active support of companies. We will utilize an approach modeled on Bain Capital Life Sciences demonstrated methods of value creation. Through collaborative and active engagement with management and other investors, Bain Capital Life Sciences strives to help guide companies on their journey through key inflection points in their development, specifically by providing support and guidance, both directly and through relationships, on critical strategic areas including clinical trial design, regulatory approaches and interactions, strategies around manufacturing scaling, commercialization and sales strategies, and potential strategic partnerships. We believe our potential contributions to target businesses will both enhance value and make us an attractive partner for management teams and existing investors. In particular, we believe the value of our team s broad and deep experience, including operational, transactional, capital markets and investment backgrounds, will make us a differentiated partner. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors, and criteria that our management may deem relevant. Initial Business Combination Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business Table of Contents combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to the completion of our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. In addition, our sponsor has indicated an interest to purchase up to an aggregate of $25,000,000 of our ordinary shares in a private placement that would occur concurrently with the consummation of our initial business combination. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor may determine not to purchase any such shares, or to purchase more or fewer shares than it has indicated an interest in purchasing. Furthermore, we are not under any obligation to sell any such shares. If we sell shares to our sponsor (or any other investor) in connection with our initial business combination, the equity interest of investors in this offering in the combined company may be diluted and the market prices for our securities may be adversely affected. In addition, if the per share trading price of our ordinary shares is greater than the price per share paid in the private placement, the private placement will result in value dilution to you, in addition to the immediate dilution that you will experience in connection with the consummation of this offering. See Dilution. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Bain Capital Life Sciences or our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Bain Capital Life Sciences, our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Table of Contents Affiliates of Bain Capital Life Sciences and members of our board of directors will directly or indirectly own founder shares and private placement shares following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Bain Capital Life Sciences is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We will not consider a business combination with any company that has already been identified to Bain Capital Life Sciences as a suitable acquisition candidate for it, unless Bain Capital Life Sciences, in its sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity in accordance with Bain Capital Life Sciences applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Bain Capital Life Sciences may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These Bain Capital Life Sciences investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. Our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. In addition, certain of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, any future special purpose acquisition companies we expect they may be involved in and investment funds, accounts, co-investment vehicles and other entities managed by affiliates of Bain Capital Life Sciences and certain companies in which Bain Capital Life Sciences or such entities have invested. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any future special purpose acquisition companies we expect they may be involved in and any Bain Capital Life Sciences funds or other investment vehicles), then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to Bain Capital Life Sciences or our founders may be suitable for both us and a current or future Bain Capital Life Sciences fund, portfolio company or other Table of Contents investment entity and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio company or other entity before being directed, if at all, to us. None of Bain Capital Life Sciences, our founders or any members of our board of directors who are also employed by Bain Capital Life Sciences or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of Bain Capital Life Sciences. However, we do not expect these duties to materially affect our ability to complete our initial business combination. In addition, our founders, officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. In particular, certain of our officers and directors may serve as an officer and/or director of other future special purpose acquisition companies. Moreover, our founders, officers and directors have, and will have in the future, time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by Bain Capital Life Sciences. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investments funds, accounts, co-investment vehicles and other entities managed by Bain Capital Life Sciences (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles and other entities), Bain Capital Life Sciences and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. Unlike other SPAC IPOs, investors in this offering will not receive warrants that would become exercisable following completion of our initial business combination. Corporate Information Our executive offices are located at 200 Clarendon Street, Boston, Massachusetts 02116. We maintain a corporate website at . The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. Table of Contents We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. Table of Contents THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Security offered 12,500,000 Class A ordinary shares (or 14,375,000 Class A ordinary shares if the underwriters over-allotment option is exercised in full), at $10.00 per share. Proposed Nasdaq symbol Class A ordinary shares: BLSA Ordinary shares: Number outstanding before this offering 3,593,750(1)(2) Number outstanding after this offering 16,075,000(1)(3)(4)(5) Founder shares On August 31, 2020, our sponsor paid $25,000 to cover for certain expenses on our behalf in exchange for the issuance of 3,593,750 founder shares, or approximately $0.007 per share. In September 2020, our sponsor transferred 30,000 founder shares to each of Allene Diaz, Barry Greene and Vikas Sinha. Such shares will not be subject to forfeiture in the event the underwriters over-allotment option is not exercised. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as (1) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (2) Includes up to 468,750 founder shares that are subject to forfeiture. (3) Assumes no exercise of the underwriters over allotment option. (4) Includes 12,500,000 public shares, 450,000 private placement shares and 3,125,000 founder shares, assuming 468,750 founder shares have been forfeited. (5) Unlike other SPAC IPOs, investors in this offering will not receive warrants that would become exercisable following completion of our initial business combination. Table of Contents to maintain the ownership of our initial shareholders (and their permitted transferees), on an as-converted basis of founder shares, at 20% of our issued and outstanding ordinary shares (excluding the private placement shares) upon the consummation of this offering. Up to 468,750 founder shares held by our sponsor are subject to forfeiture, depending on the extent to which the underwriter s over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to the completion of our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares, private placement shares and public shares they hold, (ii) to waive their redemption rights with respect to any founder shares, private placement shares and any public shares purchased during or after this offering in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement shares they hold if we fail to consummate an initial Table of Contents business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares, private placement shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares and private placement shares, we would need 4,462,501, or 35.70%, of the 12,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted, the private placement shares to be issued to our sponsor are voted in favor of the transaction and the over-allotment option is not exercised); the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares and private placement shares Except as described herein, our sponsor and our management team have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds Table of Contents $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement shares until 30 days after the completion of our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and management team with respect to any founder shares and private placement shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the private placement shares) upon the consummation of this offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement shares issued to our sponsor, members of our management team or any of their affiliates upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an Table of Contents issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. Appointment of directors; Voting rights Prior to the completion of our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by holders representing at least two-thirds of our outstanding Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Our amended and restated memorandum and articles of association will provide that our board of directors will be divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Private placement shares Our sponsor has committed, pursuant to a written agreement, to purchase 450,000 private placement shares (or 487,500 private placement shares if the underwriters over-allotment option is exercised in full), at a price of $10.00 per share ($4,500,000 in the aggregate or $4,875,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of Table of Contents this offering. The private placement shares are identical to the Class A ordinary shares sold in this offering, subject to certain limited exceptions as described in this prospectus. If we do not consummate an initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private placement shares held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement shares will be worthless. Proceeds to be held in trust account The Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement shares be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement shares described in this prospectus, $125.0 million, or $143.75 million if the underwriters over-allotment option is exercised in full ($10.00 per share in either case), will be deposited into a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee and approximately $1,000,000 will be used to pay expenses in connection with the closing of this offering and approximately $1,000,000 will be used for working capital following this offering. The proceeds to be placed in the trust account include $4,375,000 (or $5,031,250 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement shares held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described Table of Contents herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest income (if any) to pay our taxes, if any. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $125,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: Table of Contents the net proceeds of this offering and the sale of the private placement shares not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending Table of Contents on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to the completion of our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares in such transactions. If our sponsor, directors, executive officers, advisors or their affiliates engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, Table of Contents or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the Table of Contents consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes that were paid by us or are payable by us, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our private placement shares. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock Table of Contents rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares (excluding the private placement shares) or seek to amend our Table of Contents amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and our management team have agreed to vote their founder shares, private placement shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares and private placement shares, we would need 4,462,501, or 35.70%, of the 12,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted, the private placement shares to be issued to our sponsor are voted in favor of the transaction and the over-allotment option is not exercised). Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five clear days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our Table of Contents amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be Table of Contents restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights in connection with a business combination if such holder s shares are not purchased by us, our sponsor or our management team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for Table of Contents using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-business combination businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes that were paid by us or are payable by us, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have Table of Contents agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes that were paid by us or are payable by us, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it Table of Contents determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement shares held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for office space, secretarial and administrative services provided to us by our sponsor, in the amount of $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance Table of Contents transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into shares of the post-business combination company at a price of $10.00 per share at the option of the lender. The shares would be identical to the private placement shares. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to the completion of our initial business combination using proceeds of this offering and the sale of the private placement shares held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Table of Contents RISKS We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001823323_kl_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001823323_kl_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a98344df232a32b5afdce08f96607f0abc8f50ae
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001823323_kl_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 tm2030236d3_s1a.htm S-1/A As filed with the Securities and Exchange Commission on December 30, 2020. Registration No. 333-251398 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KL Acquisition Corp (Exact name of registrant as specified in its charter) Delaware 6770 85-2734828 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 111 West 33rd Street, Suite 1910 New York, NY 10120 (212) 782-3482 (Address, Including zip code, and telephone number, including area code, of registrant s principal executive offices) Doug Logigian 111 West 33rd Street, Suite 1910 New York, NY 10120 (212) 782-3482 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies: Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Tamar Donikyan, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300 Paul D. Tropp, Esq. Rachel D. Phillips, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036 (212) 596-9000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant(2) 28,750,000 units $ 10.00 $ 287,500,000 $ 31,366.25 Class A common stock included as part of the units(3) 28,750,000 shares — — — (4) Redeemable warrants included as part of the units(3) 9,583,333 warrants — — — (4) Total $ 287,500,000 $ 31,366.25 (5) (1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the "Securities Act"). (2)Includes 3,750,000 units, consisting of 3,750,000 shares of Class A common stock and 1,250,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any. (3)Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions. (4)No fee pursuant to Rule 457(g) under the Securities Act. (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED DECEMBER 30, 2020 PRELIMINARY PROSPECTUS KL Acquisition Corp $250,000,000 25,000,000 Units KL Acquisition Corp is a newly incorporated blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Although we may pursue targets in any industry, we intend to initially focus our search on identifying a prospective target business in the healthcare or healthcare-related sectors. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering (the "warrant exercise date"), and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation (the "warrant expiration date"), as described in this prospectus. The underwriter has a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the consummation of our initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then outstanding public shares, subject to the limitations described herein. If we have not completed an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, at a per share price, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as described herein. Our sponsor, KL Sponsor LLC, has agreed to purchase 4,666,667 warrants (or 5,166,667 warrants if the underwriter's over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Our initial stockholders own an aggregate of 7,187,500 shares of our Class B common stock (up to 937,500 shares of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised), which will automatically convert into shares of our Class A common stock upon the consummation of our initial business combination as described herein. Prior to our initial business combination, only holders of shares of our Class B common stock will be entitled to vote on the appointment of directors. TABLE OF CONTENTS SUMMARY 1 RISK FACTORS 29 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 64 USE OF PROCEEDS 65 DIVIDEND POLICY 68 DILUTION 69 CAPITALIZATION 71 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 72 PROPOSED BUSINESS 77 MANAGEMENT 102 PRINCIPAL STOCKHOLDERS 111 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 113 DESCRIPTION OF SECURITIES 115 U.S. FEDERAL INCOME TAX CONSIDERATIONS 133 UNDERWRITING 142 LEGAL MATTERS 148 EXPERTS 148 WHERE YOU CAN FIND ADDITIONAL INFORMATION 148 INDEX TO FINANCIAL STATEMENTS F-1 We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriter is not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "amended and restated certificate of incorporation" are to the amended and restated certificate of incorporation of the Company, to be in effect upon completion of this offering; "common stock" are to our Class A common stock and our Class B common stock; "equity-linked securities" are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in connection with our initial business combination including but not limited to a private placement of equity or debt; "founder shares" are to shares of our Class B common stock initially issued to our sponsor in a private placement prior to this offering and the shares of our Class A common stock that will be issued upon the automatic conversion of the shares of our Class B common stock at the time of our initial business combination (for the avoidance of doubt, such shares of our Class A common stock will not be "public shares"); "initial stockholders" are to holders of our founder shares prior to this offering; "Kennedy Lewis" are to Kennedy Lewis Management LP, which owns all the equity interest of our sponsor; "management" or "management team" are to our executive officers and directors; "private placement warrants" are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; "public shares" are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public stockholders" are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that each of our sponsor s and each member of our management team s status as a "public stockholder" will only exist with respect to such public shares; "sponsor" is to KL Sponsor LLC, and references to the experience of our sponsor include the experience of members of our sponsor; and "we," "us," "company" or "our company" are to KL Acquisition Corp, a Delaware corporation. Each unit consists of one share of our Class A common stock and one-third of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. In December 2020, our sponsor returned to us, at no cost, an aggregate of 1,437,500 founder shares, which we cancelled, resulting in an aggregate of 7,187,500 founder shares outstanding and held by our sponsor (up to 937,500 of which are subject to forfeiture by our sponsor if the underwriters over-allotment option is not exercised in full). In December 2020, our sponsor agreed to transfer 30,000 founder shares to each of our independent director nominees, at the original per share purchase price. 1 General We are a blank check company incorporated in August 2020 as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our management team s significant background in the healthcare or healthcare-related industries in the United States and other developed countries, and to capitalize on the ability of our management team to identify and acquire a target business in this sector. Our strategy will be to identify, acquire and, after our initial business combination, build a healthcare or health-related business. We intend to focus our investment effort on life sciences, which includes medical devices, diagnostics and life sciences tools and instrumentation. Our Sponsor and Management Team Our company was jointly founded by our management team and our sponsor, which is a wholly-owned subsidiary of Kennedy Lewis Management LP (which we refer to herein as Kennedy Lewis). Kennedy Lewis a leading alternative asset manager with significant investment experience and dedicated healthcare expertise with a focus on life sciences, and over $2.3 billion in regulatory assets under management as of August 31, 2020. We believe that the experience of our management team and our relationship with Kennedy Lewis will allow us to source, identify and execute an attractive transaction for our stockholders. Since its launch in 2017, Kennedy Lewis has focused extensively on the healthcare industry. Kennedy Lewis dedicated life sciences team has investment experience spanning both public and private securities, and across all stages of a company s life cycle and operating history. Kennedy Lewis has deep product and industry expertise across all life science sectors, designing bespoke transactions that provide long-term structured capital to fund growth. In addition to investing experience, Kennedy Lewis operational capabilities provide a range of corporate finance, accounting and tax resources that complement the team s investment structuring. These capabilities and the Kennedy Lewis investment team s experience enable Kennedy Lewis to identify and structure tailored investments that can create growth opportunities for targeted companies. Our management team is led by Doug Logigian (our Chief Executive Officer), Richard Gumer (our Chief Financial Officer and Secretary) and David Kho (our Chief Operating Officer). Collectively they have over five decades of experience identifying, acquiring, operating and creating stockholder value as the leaders of prestigious investment and healthcare companies. Over the course of their careers, they have developed deep and broad networks of senior-level investment, private equity, venture capital and growth equity professionals, as well as business operators, entrepreneurs, corporate officers, board members, family office principals, investment bankers and institutional investors. Our management team is disciplined and highly selective in assessing its investment opportunities. In seeking an initial business combination target, they will focus on accessing quality opportunities through their extensive network of relationships across the healthcare and healthcare-related industries in order to provide opportunities for an attractive return to our stockholders. 2 Doug Logigian, a Partner and the President of Kennedy Lewis, was most recently a Senior Managing Director with Blackstone having worked there from 2006 to 2019. He was the Head of Capital Markets and a portfolio manager for GSO Capital Partners (or GSO), and he sat on the investment committee for GSO s distressed funds and special situations funds. Mr. Logigian also served on Blackstone s Capital Markets Committee. Prior to his portfolio management responsibilities, Mr. Logigian served as the Head Trader across GSO s alternatives platform, where he oversaw the operations of the trading desk and transacted in all of the asset classes in which GSO trafficked. Prior to joining GSO in 2006, Mr. Logigian worked as an Associate at Citibank where he was responsible for managing a book of high yield cash bonds and credit default swaps on the Credit Trading Desk. While at Blackstone, Mr. Logigian served on the Board of Directors for Seneca Mortgage Management. Richard Gumer, a Managing Director at Kennedy Lewis and the head of its Life Science department, has over 30 years of experience in the healthcare industry, focused primarily on medical devices and pharmaceutical companies. Prior to joining Kennedy Lewis, in early 2013, Mr. Gumer founded Life Sciences Alternative Funding (or LSAF), a joint venture with Perella Weinberg Partners Asset Based Value Strategy to provide growth capital to medical device and diagnostics companies. Prior to LSAF, Mr. Gumer was a senior healthcare analyst responsible for all healthcare investing at Avenue Capital, a global hedge fund with $9.6 billion of assets under management. Prior to Avenue, Mr. Gumer was the Global Head of healthcare private equity investing for GE Capital. Mr. Gumer previously headed the healthcare investment banking unit of ABN Amro and was involved in more than $5 billion of equity, debt and M&A transactions. Mr. Gumer has been on the board of several private companies, including Steri-Oss (sold to Nobel Biocare) and IVPcare (sold to Oncology Therapeutics Network). David Kho, a Managing Director at Kennedy Lewis, was formerly a Vice President at Bridge Bank, where he was responsible for originating and managing credits to venture capital and private equity backed companies in the life sciences industry, from 2018 to 2019. Before joining Bridge Bank, he was a Vice President with LSAF from 2014 to 2018, where he worked with Mr. Gumer. Prior to LSAF, Mr. Kho was a Vice President in Square 1 Financial s life sciences group, where he worked from 2008 to 2014. Mr. Kho began his career as a Performance Analyst at Hatteras Investment Partners. We believe our management team is well positioned to take advantage of the growing set of acquisition opportunities within the life sciences and healthcare industries and that our contacts and relationships, ranging from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to identify and consummate an attractive initial business combination transaction that will generate attractive returns for our stockholders. We have also assembled a group of independent directors who will provide public company governance, executive leadership, operational oversight, private equity investment management and capital markets experience. Our board members have served as directors or officers for numerous publicly-listed and privately-owned companies. Our directors have experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates as well as following the completion of our initial business combination. The past performance of the members of our management team and Kennedy Lewis or its affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record of the performance of our management or Kennedy Lewis or any of their affiliates or managed funds performance as indicative of our future performance. Business Strategy Our acquisition and value creation strategy will be to identify, acquire and build a company in the healthcare or health-related industries that complements the experience of our management team. After our initial business combination, we envision our strategy may include additional mergers and acquisitions with a focus on generating attractive risk-adjusted returns for our stockholders. We intend to leverage our management team s network of potential proprietary and public transaction sources where we believe a combination of our relationships, knowledge and experience in the life sciences sector and broader healthcare and health-related industries could effect a positive transformation or augmentation of existing businesses to improve their overall value. 3 We plan to utilize the network and industry experience of our management team, our sponsor and their affiliates, and leverage our association with Kennedy Lewis in seeking an initial business combination and executing our acquisition strategy. Over the course of their careers, the members of our management team and their affiliates have developed a broad network of relationships in the healthcare industry across subsectors that we believe will further complement our sourcing pipeline of acquisition opportunities. We expect these networks will provide our management team with a robust flow of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potentially interesting candidates. Competitive Advantages We intend to capitalize on the following competitive advantages in our pursuit of a target company: Proactive and Proprietary Transaction Sourcing. Our management team believes that its market reputation, proactive approach to sourcing transactions, and extensive network of relationships will provide proprietary investment opportunities. Kennedy Lewis deep industry expertise across the life sciences, healthcare and health-related spectrum and throughout the capital structure often make it an attractive partner for companies seeking capital solutions. Our management team believes that it has an established record of generating proprietary investment opportunities resulting from Kennedy Lewis novel sourcing strategies. The team leverages multiple sourcing channels including proprietary relationships with venture capital equity sponsors, seasoned operators and management teams, and key opinion leaders. Additionally, given Mr. Gumer s long track record and reputation in the life sciences sector as well as his broad and diverse network, there will be significant potential to source new opportunities that may not be broadly marketed. Execution and Structuring Capability. Our management team believes that its industry expertise and reputation allow it to source and complete transactions possessing structural attributes that create an attractive investment thesis. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiation and documentation. The Kennedy Lewis Life Sciences team has deep experience investing in healthcare assets throughout a company s life cycle. The complexities of life science companies, ranging from clinical, regulatory and commercialization strategies to healthcare payment mechanics, are well understood by the management team and provide for a broad opportunity set. Our management team believes that by focusing its investment activities on these types of transactions, it will be able to identify acquisition opportunities that have attractive risk/reward profiles based on their valuations and structural characteristics. Broad Experience Across Public and Private Markets. Our management team and Kennedy Lewis have extensive experience in public and private market investing and in sourcing and structuring private transactions. Currently, Kennedy Lewis entire life sciences portfolio is comprised of proprietarily-sourced and privately negotiated transactions with privately held companies. We believe that this versatility of experience and deep understanding of both public and private markets will allow us to both identify companies that could be successful public market candidates and prepare them to make the transition to strong publicly-traded companies. 4 Post-acquisition Added Value. Our management team members have many years of experience across all subsectors of the healthcare industry resulting in broad expertise and an extensive network of relationships and resources. After consummation of the initial business combination, we anticipate assisting the target company in several areas, including: (i) strategic and financial goals and projections, (ii) capital markets advice and financing alternatives, (iii) identification and recruitment of senior management and (iv) identification and analysis of potential strategic acquisitions. Industry Opportunity While we may acquire a business in any industry, our focus will be in the life sciences subsector of the healthcare industry in the United States and other developed countries. We believe the healthcare industry is attractive for a number of reasons: Large Target Market. The healthcare industry represents an enormous target market. In 2018, total U.S. national health expenditure exceeded $3.6 trillion, and the Center for Medicare and Medicaid Services has estimated that total healthcare spending will approach 20% of total U.S. Gross Domestic Product by 2028. The number of private companies in the healthcare industry is significant. The market dynamics of the healthcare industry are similar in Europe and other developed countries. Broad Universe of Potential Targets. We intend to focus our investment effort across the healthcare industry, including medical devices, diagnostics, and life sciences tools and instrumentation. We believe that our investment and operating expertise in healthcare across multiple industry verticals will give us a large, addressable universe of potential targets. The diversity of the target universe and the number of largely uncorrelated sub-sectors maximizes that likelihood that the management team will be able to identify and execute an attractive transaction. Limited Competition. Our management team believes that the complexity of the healthcare industry acts as a barrier to entry, requiring investors to have significant sector-specific knowledge and expertise to identify and appropriately analyze investment opportunities. Technical and scientific knowledge, an understanding of the reimbursement environment and regulatory landscape, complex valuation methodologies, specialized accounting treatments, and regulatory and political considerations may deter competition from generalist firms. Growth Trends. Total global healthcare expenditures have grown at a pace above the rate of inflation in the recent past, and this growth is projected to continue over the years to come propelled by long term demographic trends including an aging population, increased prevalence of chronic disease and improved access to healthcare. While the size of healthcare spending has grown and will, we believe, continue to grow, this expense has put significant pressure on payors, including federal and state governments as well as individuals. This dynamic has offered opportunities to services companies that can both control cost and improve the overall quality of healthcare. Furthermore, events like the COVID-19 pandemic have contributed to increasing dislocation and rapid evolution across the healthcare landscape. Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. Large Market Opportunity. We will seek to acquire one or more businesses that operate in large global addressable markets. We believe operating in these market segments will create the opportunity for significant growth, including in those markets with embedded or underexploited growth opportunities, and will attempt to identify an acquisition target that may benefit from synergistic add-on acquisitions, new product markets and geographies, increased production capacity, expense reduction and increased operating leverage. 5 Technology-Driven Business Model. We will seek to acquire one or more businesses that have business models driven by innovative technology that is protected through strong intellectual property, including those in the medical devices, diagnostics, and life sciences tools and instrumentation sectors. Strong Potential Competitive Position. We intend to focus on acquisition targets that have the potential to develop a leading, growing or significant niche market position in their respective industries. We will analyze the strengths and weaknesses of potential target businesses relative to their competitors. We will seek to acquire one or more businesses that we believe have the ability to demonstrate advantages such as improvements to quality of care or significant measurable cost savings when compared to their competitors, which may help to increase their market share and profitability. Experienced Management Team. We will seek to acquire one or more businesses with a complete and experienced management team that provides a platform for us to further develop the acquired company. We will seek to partner with a potential target s management team and expect that the operating and financial abilities of our executive team and board will complement the acquired company s existing capabilities. Benefit from Being a Public Company. We intend to acquire one or more businesses that will benefit from being publicly traded and can effectively utilize the broader access to capital and the public profile that is associated with being a publicly traded company. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that from time to time our management may deem relevant. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. 6 To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001823383_globis_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001823383_globis_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e29292878844c8d1292facc6b0a94948b4fbea8b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001823383_globis_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: "we," "us" or "our company" refer to Globis Acquisition Corp.; our "founder" refers to Paul Packer; "founder shares" refer to the 2,875,000 shares of common stock held or controlled by Globis SPAC LLC prior to this offering, which include up to an aggregate of 375,000 shares of common stock subject to forfeiture by Globis SPAC LLC to the extent that the underwriters over-allotment option is not exercised in full or in part, and 172,500 shares of common stock held or controlled by Up and Up Capital, LLC prior to this offering, which include up to an aggregate of 22,500 shares of common stock subject to forfeiture by Up and Up Capital, LLC to the extent that the underwriters over-allotment option is not exercised in full or in part; "initial stockholders" refers to holders of our founder shares immediately prior to this offering; our "insiders" refer to our officers and directors, as of the date of this registration statement, and our sponsors (as defined below); our "management" or our "management team" refer to our officers and directors; "placement units" refer to the 95,833 units (or 100,833 units if the over-allotment option is exercised in full) being purchased separately by Up and Up Capital, LLC in a private placement, each placement unit consisting of one placement share (as defined below) and one placement warrant (as defined below); "placement shares" refer to the 95,833 shares (or 100,833 shares if the over-allotment option is exercised in full) of our common stock included within the placement units being purchased separately by Up and Up Capital, LLC in a private placement; "placement warrants" refer to 95,833 warrants (or 100,833 warrants if the over-allotment option is exercised in full) included within the placement units being purchased separately by Up and Up Capital, LLC in a private placement; "private warrants" refer to the 4,055,556 warrants (or 4,188,889 warrants if the over-allotment option is exercised in full) we are selling privately to our sponsors in connection with the consummation of this offering; our "public shares" refer to shares of common stock which are being sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and references to "public stockholders" refer to the holders of our public shares, including our insiders to the extent our insiders purchase public shares, provided that their status as "public stockholders" shall only exist with respect to such public shares; our "sponsors" refer to Globis SPAC LLC, which is controlled by our founder, and Up and Up Capital, LLC, an affiliate of Chardan Capital Markets, LLC; and our "warrants" or "public warrants" refer to the warrants which are being sold as part of the units in this offering. Except as specifically provided otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Certain financial information contained in this prospectus has been rounded and, as a result, certain totals shown in this prospectus may not equal the arithmetic sum of the figures that should otherwise aggregate to those totals. You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. Except as otherwise defined, "$" refers to U.S dollars. General We are a blank check company formed under the laws of the State of Delaware on August 21, 2020. We were formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, which we refer to throughout this prospectus as our initial business combination, with one or more businesses or entities, which we refer to throughout this prospectus as a target business. To date, our efforts have been limited to organizational activities as well as activities related to this offering. Our efforts to identify a prospective target business will not be limited to any particular industry or geographic region, although we intend to focus our search on a target business that will benefit from economic globalization, particularly as it affects emerging markets. We have not identified any acquisition targets. From the date of our incorporation through the date of this prospectus, there have been no communications, evaluations or discussions between any of our officers or directors and any of their contacts or relationships regarding a potential initial business combination with our company. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate. Management and Competitive Advantage Our executive officers and directors possess extensive operational, investing, business development, international trade, and government policy experience across various industries including global transportation and logistics, agriculture, food and water resources, technology, and telecommunications in the United States and internationally. Our management and directors relationships extend to key market participants including investment firms, business leaders, and government development agencies throughout the world with particular experience in Europe, the Middle East, and Sub-Saharan Africa. We believe our team s expertise and ability to navigate in both private and public sectors, as well as its access to a network of regional resources familiar with local companies in the U.S. and internationally, which will allow us to identity potential acquisition opportunities. Our sponsors are an affiliate of Globis Capital Advisors and an affiliate of Chardan Capital Markets. Globis Capital Advisors is a New York-based investment advisory firm founded in 2001 by our Chairman, Mr. Paul Packer. Since inception, Globis Capital Advisors has invested in both private and public companies, in the U.S. and internationally, across wide range of industries. Chardan Capital Markets is a New York-based investment bank established in 2004. Chardan Capital Markets serves clients globally with particular focus on healthcare, fintech, and emerging growth companies with innovative technologies applied in a variety of markets. Chardan Capital Markets and its affiliates are leaders in special purpose acquisition companies (SPACs), having raised more than $2.2 billion for SPACs since 2018. Chardan Capital Markets also actively advises clients with the structuring and successful closing of SPAC business combinations. Chardan Capital Markets affiliates have been sponsors of six prior SPACs, the first four of which successfully closed cross-border business combinations. In addition to its leading U.S.-based SPAC practice, Chardan Capital Markets sponsored or advised the first SPACs in China, Vietnam, Latin America, and Eastern Europe and the firm continues to be an active leader in cross-border SPAC transactions. We believe that our sponsors, management, and directors combination of investment track records, broad personal and professional relationships in a variety of countries and industries, and experience in both public and private transactions will enable us to identify and successfully structure a business combination with a target company. In addition, we believe our ability to access the resources and transaction experience of a leading institution in the SPAC market will enable us to efficiently execute and close a business combination with a target. Industry Overview The growing interdependence of the world s economies, cultures, and populations, brought about by cross-border trade in goods and services, technology, and flows of investment, people, and information requires significant investment of capital and resources. With increasing cross-border trade comes the need for infrastructure and systems to handle growing flows of raw materials and natural resources, finished goods, capital, and information. We believe global economic integration—including freer trade and higher cross-border investment—helps markets and societies to prosper, with health, education, and life expectancy improving significantly, particularly in developing regions and economies. Statista estimates that the value of exports worldwide was approximately $19.5 trillion in 2018 compared to $6.45 trillion in 2000. We believe there are a large number of high quality private companies that provide systems, services, and products that support the infrastructure required for the rapidly expanding levels of global trade and commerce. Examples of industries and sectors in which potential target companies may benefit from globalization trends include: Agriculture, Food and Water Resources. According to the U.N., the global population is expected to reach 8.6 billion in 2030, 9.8 billion in 2050 and 11.2 billion in 2100. Overall demand for food is expected to grow 60% from 2015 by the year 2050, according to the World Economic Forum. Demand for food is expected to grow at faster than overall rates in developing regions as average per capita incomes increase proportionately faster than in more mature economies. Along with pressure on secure food supplies, the U.N. forecasts that demand for fresh water will exceed supply by 40% in 2030. As demand for food and water increases due to the parallel factors of global population expansion and higher standards of living in emerging nations, there is concern about the capacity of the world s food and water production and distribution systems to keep pace with demand. We believe these trends present opportunities for investment in food and water production, distribution, and related systems. Energy. Historically, economic growth and development has been proportionately related to energy consumption, while the investment in alternate and efficient energy systems in advanced economies has enabled in some cases a de-coupling of economic growth and energy consumption in these mature economies. However, according to the International Monetary Fund as of 2016, 85% of the world s population lives in developing economies. As globalization supports expansion of emerging markets, developing countries are forecast to consume 67% of global energy use in 2040, compared to 57% in 2017, according to the U.S. Energy Information Administration. We believe that the fast growing developing economies present opportunities for investment to enable sustainable energy production and distribution that is expected to be required in these regions. Mining and Natural Resources. Minerals and natural resources are important inputs to economic activity. While fossil fuels have helped to improve living standards around the world since the 18th century, their associated greenhouse gas emissions have led to global warming. Policies shifting demand to low-emission energy and transportation systems are more mineral-intensive than their fossil fuel-based counterparts; we believe this transition provides a great opportunity for the mining sector. According to the World Economic Forum, companies will need to venture into frontier mining regions which we believe will benefit developing regions. According to the McKinsey Global Institute, between $1.2 trillion to $3.0 trillion investment in developing country s mining, oil, and gas infrastructure would be required before 2030 in order to provide for adequate supplies of resources. In addition, as world-class mineral resources in low-risk areas become exhausted, mining companies must either master new technologies for extraction and processing, or venture into frontier areas where extraction has not previously been economically viable. We believe there are target investment opportunities with companies enabling efficient and environmentally responsible mining of minerals particularly in emerging markets. Telecommunications. Good performance in trade requires connectivity along not only roads, rail, and sea, but in telecommunications, financial markets and information-processing. With the rise of telecommunication and computing systems, information management has become a critical aspect of economic infrastructure that extends not only to voice and consumer-oriented connectivity such as entertainment but also into all facets of physical economic activity from efficient management of raw materials, their conversion into finished goods, and the efficient transport and logistics systems involved in moving goods around the world. We anticipate that the global telecommunications industry will experience significant growth fueled by the requirements of consumers, devices, and infrastructure. Key growth drivers in the telecommunications market include technological development and economic growth in developing economies, where advanced systems may be installed without the complexity of having to replace active predecessor networks. Investment in the global rollout of dense network infrastructure including 5G technology is expected to be $2.7 trillion by the end of 2020 according to a Greensill report. We believe that the emerging economies will participate in the adoption of advanced technologies in order to maintain the connectivity required for global trade. Transportation and Logistics. International trade requires complex interactions between people, firms, and organizations. Supply chains cross countries and regions and are active 24 hours per day, 7 days per week. As cross-border supply chains become more globally dispersed, the quality of a country s logistics services can determine whether or not it can participate effectively in the global economy. For all nations, but for developing countries in particular, inefficient or inadequate systems of transportation, logistics, and trade-related infrastructure can severely impede a country s ability to compete on a global scale. E-commerce can be a catalyst for private sector development, increased trading opportunities and development gains. In a global economy, developing countries can provide cost efficient supplies of goods for export and for local consumption. However, poor logistics remain a barrier to e-commerce growth of cross-border e-commerce of physical goods in many developing countries. We believe investments in transportation infrastructure and logistics systems will benefit from globalization and increasing trade. TABLE OF CONTENTS PAGE PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001823465_5-01_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001823465_5-01_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..faeb6292a28a13d5c9279e599b61e7f4e68c28fa
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001823465_5-01_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus: the company, we, us, our or our company refers to 5:01 Acquisition Corp., a Delaware corporation; 5AM refers to 5AM Venture Management, LLC, an affiliate of our sponsor; common stock refers to our shares of Class A common stock and our shares of Class B common stock (following our amendment to our certificate of incorporation to (i) authorize our Class A common stock and (ii) reclassify our initial common stock into Class B common stock); founder shares refers to the 2,300,000 shares of Class B common stock held by our sponsor prior to this offering (including up to an aggregate of 300,000 shares of Class B common stock subject to forfeiture to the extent that the underwriter s over-allotment option is not exercised in full or in part); initial common stock refers to our shares of common stock issued and outstanding prior to our amendment to our certificate of incorporation to (i) authorize our Class A common stock, and (ii) reclassify our then outstanding shares of common stock into Class B common stock; initial stockholders refers to all of our stockholders immediately prior to the date of this prospectus, including our sponsor and officers and directors to the extent they hold such shares; management or our management team refers to our executive officers and directors (including our director nominees who will become directors at the consummation of this offering); private shares refers to the shares of Class A common stock we are selling to our sponsor in a private placement simultaneously with the consummation of this offering (which private shares are identical to the shares of Class A common stock sold in this offering, subject to certain limited exceptions as described in this prospectus); public shares refers to the shares of Class A common stock sold in this offering (whether they are purchased in this offering or thereafter in the open market) and for the avoidance of doubt, do not include the shares of Class A common stock that will be issued upon the automatic conversion of the founder shares; public stockholders refers to the holders of public shares, whether they are purchased in the public offering or in the aftermarket, including any of our initial stockholders to the extent that they purchase such public shares (except that our initial stockholders will not have redemption or tender rights with respect to any public shares they own); sponsor refers to 5:01 Acquisition LLC, a Delaware limited liability company; and the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. Certain financial information contained in this prospectus has been rounded and, as a result, certain totals shown in this prospectus may not equal the arithmetic sum of the figures that should otherwise aggregate to those totals. References to our amended and restated certificate of incorporation and to our bylaws contained in this prospectus refer to our amended and restated certificate of incorporation and bylaws to be in effect upon completion of this offering. You should rely only on the information contained in this prospectus. We have not, and the underwriter has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriter take no responsibility for, and can provide no assurance as to the TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated October 8, 2020 P R O S P E C T U S 8,000,000 Shares Class A Common Stock This is 5:01 Acquisition Corp. s initial public offering. We are selling 8,000,000 shares of Class A common stock, par value $0.0001, at an offering price of $10.00 per share. We are a newly organized blank check company incorporated in Delaware and formed for the primary purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any potential business combination target. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to initially focus on early stage North American or European companies in the biotechnology sector of the healthcare industry where our management has extensive investment and operational experience. We will provide the holders of our outstanding shares of Class A common stock that were sold in this offering with the opportunity to redeem their shares of Class A common stock upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below, including interest (net of taxes payable), divided by the number of then outstanding shares of Class A common stock that were sold in this offering, which we refer to as our public shares. Unlike many other initial public offerings of special purpose acquisition companies, or SPAC IPOs, investors in this offering will not receive warrants that would become exercisable following completion of our initial business combination. We initially have 24 months to consummate our initial business combination. If we are unable to consummate our initial business combination within such time period, we will distribute the aggregate amount then on deposit in the trust account, pro rata to our public stockholders, by way of the redemption of their shares and thereafter cease all operations except for the purposes of winding up of our affairs, as further described herein. 5:01 Acquisition LLC, an entity affiliated with all of our directors, which we refer to as our sponsor, has committed to purchase from us an aggregate of 360,000 shares of Class A common stock (or 384,000 shares of Class A common stock if the underwriter s over-allotment option is exercised in full), which we refer to as our private shares, at $10.00 per private share for a total purchase price of $3,600,000 (or $3,840,000 if the underwriter s over-allotment option is exercised in full). These purchases will take place on a private placement basis simultaneously with the consummation of this offering. The private shares are identical to the shares of Class A common stock sold in this offering, subject to certain limited exceptions as described in this prospectus. In addition, our sponsor has indicated an interest to purchase $25,000,000 of our shares of Class A common stock in a private placement that would occur concurrently with the consummation of our initial business combination. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. Furthermore, we are not under any obligation to sell any such shares. Upon consummation of the offering, $10.00 per share sold to the public in this offering (whether or not the over-allotment option has been exercised in full or part) will be deposited into a United States-based trust account at Bank of America Corporation, with Continental Stock Transfer & Trust Company acting as trustee. Such amount includes $2,800,000, or $0.35 per share of Class A common stock (or $3,220,000 if the underwriter s over-allotment option is exercised in full) payable to the underwriter as deferred underwriting discounts and commissions. Except as described in this prospectus, these funds will not be released to us until the earlier of the completion of our initial business combination and our redemption of the public shares upon our failure to consummate a business combination within the required period. On September 2, 2020, our sponsor purchased 2,300,000 shares of our initial common stock, which, upon filing of our amended and restated certificate of incorporation, were reclassified into 2,300,000 shares of our Class B common stock, par value $0.0001, for an aggregate purchase price of $20,000, which we refer to herein as founder shares. The founder shares include an aggregate of up to 300,000 shares that are subject to forfeiture to the extent that the underwriter s over-allotment option is not exercised in full or in part. There is presently no public market for our shares of Class A common stock. We intend to apply to have our shares of Class A common stock listed on The Nasdaq Capital Market, or Nasdaq, under the symbol FVAM on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. Even if our securities are approved for listing on Nasdaq, we cannot assure you that our securities will continue to be listed on Nasdaq after this offering. We are an emerging growth company and a smaller reporting company under the federal securities laws and are subject to reduced public company disclosure standards. See Summary Corporate Information. Investing in the shares of Class A common stock involves risks that are described in the Risk Factors section beginning on page 27 of this prospectus. Per Share Total Public offering price $ 10.00 $ 80,000,000 Underwriting discounts and commission(1) $.55(2) $4,400,000 Proceeds, before expenses, to us $9.45(2) $ 75,600,000 (1) We refer you to Underwriting for additional information regarding underwriting compensation. (2) Includes $2,800,000, or $0.35 per share of Class A common stock, equal to 3.5% of the gross proceeds of this offering (or $3,220,000 if the underwriter s over-allotment option is exercised in full) payable to the underwriter as deferred underwriting commissions from the funds to be placed in the trust account described below. Such funds will be released to the underwriter only upon consummation of an initial business combination, as described in this prospectus. If the business combination is not consummated, such deferred discount will be forfeited by the underwriter. The underwriter will not be entitled to any interest accrued on the deferred underwriting commission. The underwriter may also exercise its option to purchase up to an additional 1,200,000 shares of Class A common stock from us, at the public offering price, less the underwriting discounts and commission, for 45 days after the date of this prospectus. Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The shares will be ready for delivery on or about , 2020. BofA Securities The date of this prospectus is , 2020 TABLE OF CONTENTS reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of Class A common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our Class A common stock. Introduction We are a newly organized blank check company incorporated in August 2020 as a Delaware corporation whose primary business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any potential business combination target. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. We intend to initially focus on industries that complement our management team s background, and to capitalize on the ability of our management team to identify and acquire a business. In particular, we intend to target early stage North American or European companies in the biotechnology sector of the healthcare industry where our management has extensive investment and operational experience. We may also pursue a transaction in which our stockholders immediately prior to the completion of our initial business combination would collectively own a minority interest in the post-business combination company. Our Founders Our sponsor is an affiliate of 5AM Venture Management, LLC, or 5AM, a leading venture capital firm focused on building next-generation life science companies solving important healthcare needs with cutting-edge breakthroughs in medicine and science. Founded in 2002, 5AM has invested over $1.0 billion in 85 companies across biotechnology, drug delivery technology and other life sciences sectors of the healthcare industry, with 49 active investments in its portfolio. We believe that 5AM s track record of investing in early stage companies that subsequently are acquired or complete initial public offerings at a preclinical or early clinical stage indicates that early stage investing is a sweet spot for 5AM. 5AM s portfolio companies aim to spearhead novel approaches to prevent and treat a wide range of medical conditions. As of August 2020, the U.S. Food and Drug Administration, or the FDA, had approved or authorized 15 products that were developed by 5AM portfolio companies, and 5AM s portfolio companies have enrolled over 50,000 patients in more than 35 clinical trials. 5AM s 28 in-house investment professionals, venture partners and advisors possess strong scientific, medical, operational, legal and finance expertise. The 5AM team combines the talents of established venture capitalists, entrepreneurs, operating executives and leading scientists. Outside of their engagement with 5AM, 5AM s team members have served as senior executives, chairpersons, board members, employees and/or advisors at life science companies such as Affymax, Affymetrix, Aileron Therapeutics, Akcea Therapeutics, Alkermes, Amgen, Blueprint Medicines, Bristol Myers Squibb, Catalytica Pharmaceuticals, Cubist Pharmaceuticals, CV Therapeutics, Editas Medicine, F. Hoffmann-La Roche, Genentech, GlaxoSmithKline, Heptares Therapeutics, Ingenuity Systems, LJL BioSystems, Merck & Co., Millennium Pharmaceuticals, Moderna Therapeutics, Novartis, Novo Nordisk, Nurix Therapeutics, Nycomed Salutar, Praxis Precision Medicines, Proteostasis Therapeutics, PTC Therapeutics, Relay Therapeutics, Sage Therapeutics, Sanofi Genzyme, Stemcentrx, uniQure, Verge Genomics and XenoPort. Most 5AM team members have forged long working relationships together and their mutual respect and cohesiveness is vital to 5AM s long-term performance. The 5AM team has compiled a long-term record as operating executives, scientists, and investment professionals in the life science industry and has invested in several successful, innovative and valuable life science companies. Since its inception in 2002, 5AM has delivered strong performance across its funds through investments in 85 private companies across biotechnology, drug delivery technology and other life sciences sectors, of which 18 companies have been acquired and 17 companies have successfully completed their initial public offerings, or IPOs. Of the 17 companies that have successfully completed their IPOs, 5AM Ventures team members hold or have held Chairman or director roles in 13 of these companies after going public. TABLE OF CONTENTS Recent representative investments include: Akouos (Nasdaq: AKUS), Aprea Therapeutics (Nasdaq: APRE), Artiva Biotherapeutics, Arvinas (Nasdaq: ARVN), Audentes Therapeutics (Nasdaq: BOLD, prior to acquisition by Astellas Pharma for approximately $3.0 billion), BlueLight Therapeutics, Cabaletta Bio (Nasdaq: CABA), Cidara Therapeutics (CDTX), Cleave Therapeutics, CinCor Pharma, Crinetics Pharmaceuticals (Nasdaq: CRNX), EnLiven Therapeutics, Entrada Therapeutics, Escient Pharmaceuticals, Expansion Therapeutics, Faraday Pharmaceuticals, Homology Medicines (Nasdaq: FIXX), Ideaya Biosciences (Nasdaq: IDYA), Impel NeuroPharma, Kinaset Therapeutics, Neurogastrx, Nido Biosciences, NodThera, Nouscom, Novome, Novira Therapeutics (which was acquired by Johnson & Johnson for an undisclosed sum), Pearl Therapeutics (which was acquired by AstraZeneca for up to $1.15 billion), Pear Therapeutics, RallyBio, Relypsa (Nasdaq: RLYP, prior to acquisition by Galenica for approximately $1.5 billion), scPharmaceuticals (Nasdaq: SCPH) and Vor Biopharma. Our Management Team Members of our management team have spent most of their careers investing in the life science industry, and have worked together over many years to help create stockholder value for 5AM s portfolio companies. We believe that our management team is well-positioned to take advantage of the growing set of acquisition and investment opportunities within the biotechnology sector. Our management team (including our board members) have extensive experience in the sector as executives and directors for both publicly-listed and privately-owned companies. We believe our management team s and directors experience with acquisitions, divestitures, corporate strategy and implementation will significantly benefit us as we evaluate potential acquisition or merger candidates. Andrew J. Schwab is a Founder and Managing Partner of 5AM. Prior to founding 5AM in 2002, Mr. Schwab was a Principal at Bay City Capital where he was involved with companies such as Cubist Pharmaceuticals, Inc., PTC Therapeutics, Inc., Symyx Technologies, Inc. and Syrrx, Inc. Previously Mr. Schwab was Vice President of Business Development at Digital Gene Technologies, Inc. and a Vice President in the life science investment banking group of Montgomery Securities. At 5AM, he has led the firm s investments in and served on the boards of BlueLight Therapeutics, Inc., Bird Rock Bio, Inc., Cleave Therapeutics, Inc., DVS Sciences, Inc. (which was acquired by Fluidigm Corporation), Escient Pharmaceuticals, Inc., Flexion Therapeutics, Inc. (Nasdaq: FLXN), Ikaria, Inc. (which was acquired by Mallinckrodt plc and spun-out Bellerophon Therapeutics, Inc. (Nasdaq: BLPH)), Ilypsa, Inc. (which was acquired by Amgen, Inc.), Miikana Therapeutics, Inc. (which was acquired by EntreMed, Inc.), Novome Biotechnologies, Inc., Panomics Inc. (which was acquired by Affymetrix, Inc.), Pear Therapeutics, Inc., Precision NanoSystems, Inc., Purigen Biosystems, Inc., Synosia Therapeutics Holding AG (which was acquired by Biotie Therapies Corp.), TMRW Life Sciences, Inc. and Viveve Medical, Inc. (Nasdaq: VIVE). Mr. Schwab also serves on the boards of trustees of the California Academy of Sciences, Davidson College and the National Venture Capital Association (NVCA). Mr. Schwab received a B.S. with Honors in Genetics & Ethics from Davidson College. Mr. Schwab is based in the San Francisco, CA office. Kush M. Parmar, M.D., Ph.D. is a Managing Partner at 5AM and joined in 2010 from Harvard Medical School, where he was an NIH-sponsored M.D./Ph.D. Physician Scientist Fellow in the Harvard-MIT Health Sciences and Technology Program. Dr. Parmar serves or has served as a director on the boards of Akouos, Inc. (Nasdaq: AKUS), Arvinas, Inc. (Nasdaq: ARVN), Audentes Therapeutics, Inc. (which was acquired by Astellas Pharma Inc.), Entrada Therapeutics, Inc., Homology Medicines, Inc. (Nasdaq: FIXX), Rallybio, scPharmaceuticals, Inc (Nasdaq: SCPH), Vor Biopharma, and Ensoma Inc. He previously served as Acting VP of Strategy and Corporate Development at Novira Therapeutics, Inc. (which was acquired by Johnson & Johnson) and served as board observer for Envoy Therapeutics Inc. (which was acquired by Takeda Pharmaceutical Company Limited), Achaogen, Inc. (Nasdaq: AKAO) and Pulmatrix, Inc. (Nasdaq: PULM). Dr. Parmar serves on the advisory boards of Harvard Medical School, Penn Medicine, Princeton University s Department of Molecular Biology, and the Grace Science Foundation. He is a Fellow of the Society of Kauffman Fellows. Before joining 5AM, Dr. Parmar completed clinical clerkships at the Massachusetts General & Brigham and Women s Hospitals. He holds an A.B. in Molecular Biology and Medieval Studies from Princeton University, a Ph.D. in Experimental Pathology from Harvard University and an M.D. from Harvard Medical School. Dr. Parmar is based in the Boston, MA office. Galya D. Blachman, Ph.D., Esq., joined 5AM in 2018 and serves as its General Counsel and Chief Compliance Officer. Dr. Blachman joined 5AM from AbbVie where she was on the Legal R&D transactions TABLE OF CONTENTS team. Prior to that, she was a Director in the legal group of Stemcentrx before it was acquired by AbbVie in 2016. Dr. Blachman began her career at Slaughter & May and also practiced intellectual property law at Simmons & Simmons. She currently serves on the board of directors of and as the General Counsel at Biotech Connection Bay Area, a non-profit that focuses on career development for academic scientists. Dr. Blachman received her law degree in England and completed a postgraduate diploma in intellectual property law from Oxford University. She earned a Ph.D. in Pharmacology from Cambridge University and an M.Sc. in Pharmacology from the University of Cape Town, South Africa. She holds a B.Sc. degree in Biochemistry and Hebrew. Dr. Blachman is based in the San Francisco, CA office. Rebecca L. Lucia, CFA joined 5AM in 2016 and serves as its Chief Financial Officer, Chief Operating Officer, and Partner. Ms. Lucia has 25 years of experience in venture capital, finance, and the life sciences industry. She was previously the CFO for Prospect Venture Partners, a venture capital firm investing in biotechnology and medical device companies. Ms. Lucia also served as CFO for Asset Management Ventures. She held senior finance positions at CV Therapeutics (Nasdaq: CVTX), Chiron Corporation (Nasdaq: CHIR) and Deloitte. Ms. Lucia has earned a Chartered Financial Analyst designation as well as a Canadian Chartered Accountant designation and received an M.B.A. from Kellogg School of Management. She currently serves on the Board of Directors of VCBC, a VC industry finance organization. Ms. Lucia is based in the San Francisco, CA office. Jason Ruth, Ph.D. is a Principal at 5AM, which he joined in 2017 from the Broad Institute of MIT and Harvard, where he studied precision medicine and high throughput screening in Levi Garraway s laboratory as a Postdoctoral Fellow. He serves or has served as an Observer on the boards of directors of Expansion Therapeutics, Inc., Entrada Therapeutics, Inc., Vor Biopharma, Inc., Homology Medicines, Inc. (Nasdaq: FIXX), and Cabaletta Bio Inc. (Nasdaq: CABA). Dr. Ruth also serves as Chief Scientific Officer and as a Scientific Advisory Board member for the Castleman Disease Collaborative Network. He received his Ph.D. in Bioengineering from the University of Pennsylvania as an HHMI-Interfaces Fellow and received a Ruth L. Kirschstein NRSA Predoctoral Fellowship. Dr. Ruth received a B.S. in Biomedical Engineering from the University of California in Irvine. His work is published in journals including Science and Lancet Hematology. Dr. Ruth is based in the Boston, MA office. Daniella Beckman will serve as a director following this offering. Ms. Beckman has served as the chief financial officer of Tango Therapeutics since September 2019. Prior to Tango, Ms. Beckman provided consulting and interim chief financial officer services for early-stage biotechnology companies through Beckman Consulting LLC from November 2015 to September 2019. Prior to consulting, Ms. Beckman was the chief financial officer of Idenix Pharmaceuticals until its acquisition by Merck in 2014. Prior to serving as chief financial officer, Ms. Beckman served as corporate controller for Idenix. She has previously held finance positions at Coley Pharmaceuticals, Biogen Idec and PricewaterhouseCoopers. Ms. Beckman serves as Chair of Audit Committee for the boards of directors of Translate Bio (NASDAQ: TBIO) and Vor Biopharma. Ms. Beckman has a B.S. in business administration/accounting from Boston University and is a certified public accountant in Massachusetts. Martin Mackay, Ph.D. will serve as a director following this offering. Dr. Mackay currently is co-founder and chief executive officer of Rallybio, a privately-held early-stage biotechnology company incorporated in January 2018. Previously, Dr. Mackay was Executive Vice President, Head of Research and Development at Alexion from 2013 until 2017. Prior to joining Alexion, Dr. Mackay served as President, Research and Development at AstraZeneca from 2010 to 2013, where he led the research and development (R&D) functions worldwide, including discovery research, clinical development, regulatory affairs, and key related R&D functions. From 1995 to 2010, he held various positions at Pfizer Inc., including Senior Vice President of Worldwide Development, President of Global R&D, President, Pfizer PharmaTherapeutics and was a member of the Executive Leadership Team. From 1986 to 1995, Dr. Mackay worked at Ciba-Geigy (now Novartis) in the United Kingdom and Switzerland, and held various positions in academic research prior to that time. Dr. Mackay obtained a First-Class Honours degree from Heriot-Watt University and his Ph.D. from the University of Edinburgh. His postdoctoral work was conducted at the University of Edinburgh. Dr. Mackay also serves as a board member of Charles River Laboratories (NYSE: CRL), Novo Nordisk (NYSE: NVO) and is a senior advisor to New Leaf Venture Partners. Matthew Patterson will serve as a director following this offering. Mr. Patterson is the co-founder of Audentes Therapeutics, where he currently serves in the role of strategic advisor. Previously, he served as TABLE OF CONTENTS Audentes chief executive officer from inception in November 2012 until its acquisition by Astellas Pharma Inc. in January 2020. Mr. Patterson was also Audentes chairman of the board of directors and formerly served as President until May 2018. Previously, Mr. Patterson worked for Genzyme Corporation, BioMarin Pharmaceutical, and Amicus Therapeutics. Prior to Audentes he was an Entrepreneur-In-Residence with OrbiMed. Mr. Patterson also currently serves as chairman of the Alliance for Regenerative Medicine, the international advocacy organization representing the gene and cell therapy and broader regenerative medicine sector, and is a member of the board of directors for Homology Medicines, Inc. (Nasdaq: FIXX). Mr. Patterson received his B.A. in Biochemistry from Bowdoin College. The past performance of the members of our management team, 5AM or their respective affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any initial business combination we may consummate. You should not rely on the historical record of the performance of our management, 5AM or any of their respective affiliates or managed funds performance as indicative of our future performance. Competitive Advantages We believe that our management team is well-positioned within the biotechnology sector to identify potential opportunities for the reasons outlined below: Track Record of Success: Members of our management team have established long-term track records as operating executives, scientists, and investment professionals in the biotechnology industry and have invested in several successful, innovative and valuable biotechnology companies. Since its inception in 2002, 5AM has delivered strong performance across its funds through investments in 85 private companies across biotechnology, drug delivery technology and other life sciences sectors, of which 18 companies been acquired and 17 companies have successfully completed their IPOs. Extensive Transaction Sourcing: We believe our management team has access to high-quality deal flow, due in large part to their broad range of industry contacts, 5AM s high profile in the biotechnology venture community and 5AM s entrepreneurial scientific advisors. We place great emphasis on building and maintaining relationships throughout the global biotechnology industry (with executives, entrepreneurs, researchers, academics, venture capitalists, attorneys and bankers), which we believe will potentially give us access to attractive deal flow for a potential initial business combination. We expect our management team s reputation at 5AM for having a well-defined focus and deep industry expertise will also attract referrals from industry colleagues. 5AM s team sources, reviews and builds relationships with hundreds of early stage private investments every year. Many of these companies may not be known to late stage or public investors, and thus we believe our management team is in a strong position to identify attractive early stage investment and acquisition opportunities due to our relationship with 5AM. Driving Value Creation Through Hands-on Involvement: 5AM and our management team have a history of working closely with portfolio companies as operator friendly company builders. The in-house 5AM team assists its portfolio company management teams by providing business, scientific, financial, intellectual property, recruiting and deal-making advice and often takes a hands-on approach to help devise strategic plans and drive stockholder value. We believe that input into operating plans, strategy and portfolio company management team development has a major impact on creating and realizing stockholder value. We believe that our management team s blend of operating and investment experience will help us identify transformational technologies and subsequently assist companies in maximizing their potential value. Further, 5AM s and our management team s experience in building teams and shaping strategy provides us with deep experience in pursuing early stage acquisition targets, with potentially broad platform technologies. Broad Experience Across Private and Public Markets: 5AM has an established track record investing out of its six early stage life sciences venture capital funds as well as its first fund targeting investments in later stage private companies, called 5AM Opportunities I. 5AM Opportunities I was raised in 2018, and as of June 30 2020, has generated strong returns, based TABLE OF CONTENTS on its portfolio of investments in five publicly traded companies and four late clinical-stage privately held companies. Over the past three years, eight 5AM portfolio companies have completed a successful IPO, leading to meaningful realized and unrealized returns, as of June 30, 2020. During their time at 5AM, current 5AM team members have served as directors on the board for 13 biotechnology companies that successfully completed IPOs. Deep Relationships Across the Biotechnology Ecosystem: 5AM maintains extensive relationships with senior business development and R&D leadership across the biotechnology ecosystem, which we believe provides important access to high quality deal flow, top level talent, and significant insights into industry trends. Further, we believe that these relationships are attractive for potential portfolio companies because they may provide portfolio companies access to direct communication with senior leadership throughout the industry, allowing 5AM s portfolio companies to explore potential strategic opportunities and exits. Companies affiliated with 5AM access the firm s network of senior leadership through regular events including 5AM s Portfolio Day attended by heads of business development from many major pharmaceutical companies, and the rEVOLUTION Symposium attended by senior R&D leadership of several biotechnology companies. Multiple 5AM portfolio therapeutics companies have been acquired by strategic purchasers, including by Amgen, Astellas Pharma, AstraZeneca, Biotie, EntreMed, Johnson & Johnson, Mallinckrodt Pharmaceuticals, Novo Nordisk, Roche, Takeda Pharmaceutical, The Medicines Company, Vifor Pharma, and WuXi AppTec. Acquisition Strategy We believe that our management team is well-positioned to identify attractive acquisition opportunities as a result of our reputation, experience and track record of successful investments. Our acquisition strategy is to identify an attractive opportunity within our target industry that offers attractive risk-adjusted equity returns for our stockholders. As an affiliate of 5AM, we expect to benefit from our access to 5AM s infrastructure, in-house personnel, network and relationships. The 5AM team reviews hundreds of potential targets annually, with as many as 10 targets in active due diligence at a time. 5AM s intensive due diligence efforts can range in duration from weeks to months and evaluate substantially all aspects of a potential target, including scientific, development, competitive, financial, management, deal structure and intellectual property assessments. 5AM s ability to track companies supports identification of companies that our management is familiar with, that have raised venture capital financing and that may benefit from accessing the public markets. Further, we believe that the size of our offering will support a focus on companies which fall in 5AM s sweet spot of investing, and will differentiate us from larger special purpose acquisition companies, or SPACs, which may focus on later stage opportunities. We believe that certain biotechnology companies will see material benefits from being publicly-traded, including greater access to capital, and more liquid securities. Based on 5AM s and our management team s experience as active participants in private financings and subsequent IPOs, we believe that we can provide a potential acquisition target with a fast and efficient path to going public by potentially combining a crossover financing and public offering into a single transaction, with a known investor syndicate and acquisition price negotiated upfront. Further, some SPAC merger events may include earnouts, and we believe that in some cases, the use of earnouts in SPAC merger events may positively distinguish merging with a SPAC from traditional IPOs, and may provide greater flexibility in pursuing early stage companies, while also providing assurance that investors and other equity holders in the private company can participate in the value creation through the granting of additional equity. We have identified the following criteria to evaluate prospective target businesses, although we may decide to enter into our initial business combination with a target business that does not meet these criteria. We intend to acquire one or more companies that we believe exhibit the following qualities: Scientifically Differentiated: companies that are built on cutting-edge technologies and grounded in breakthrough science, specifically companies that are based on novel treatment modalities. TABLE OF CONTENTS Early Stage Companies: companies that have either (i) not established human proof-of-concept in clinical trials, but offer strong mechanistic rationale and preclinical data to support our conviction in future success and meaningful value creation, or (ii) established early clinical human proof-of-concept. Addressing High Unmet Needs: companies addressing areas of significant unmet medical need that also represent meaningful commercial opportunities. Providing Significant Benefits to Patients: companies developing therapies that have the potential to alter or significantly enhance the treatment paradigm for patients and physicians. Unique Competitive Positioning: companies developing therapies that are well-positioned to be potential best-in-class or first-in-class therapies in their respective categories and are expected to maintain a competitive advantage in the long-term. Risk Diversification: companies with novel technology platform(s) or multiple assets under development that would offer risk diversification and opportunity to realize value inflection through multiple avenues. Value Arbitrage: companies with embedded or under-capitalized growth opportunities that are not widely recognized. Experienced Management Team: companies led by strong management and scientific teams that provide a platform for us to further develop the target s management capabilities. Benefit from Being a Public Company: companies that would benefit from being publicly traded and can effectively utilize the broader access to capital and the public profile that are associated with being a publicly traded company. Experienced Investor Base: companies that have been funded to date by experienced biotechnology investors including venture capitalists, pharmaceutical companies and other institutional investors who have also provided strategic inputs to the company. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC. Industry Opportunity We believe that the biotechnology industry represents a significant and growing target market with a large number of potential acquisition opportunities. We believe that our investment strategy seeks to capitalize on the macro-environmental trends within the biotechnology industry. We believe that the biotechnology industry is attractive for a number of reasons, including: Large and Growing End Markets: Global prescription drug sales are expected to grow from approximately $870 billion in 2019 to over $1.4 trillion in 2026, according to EvaluatePharma World Preview 2020 report from July 2020 by Evaluate Ltd., driven by an aging population, increased prevalence of chronic disease and improved access to healthcare. Medical Breakthroughs and Innovation: There has been a significant acceleration of medical research in recent years, leading to a better understanding of the molecular origins of disease and the identification of new potential targets for therapeutic intervention. The biotechnology industry has also recently experienced an acceleration in discovery and validation of novel emerging treatment modalities such as genetic medicines and cell therapy, among others. Significant breakthroughs in medicine and science are leading to attractive investment opportunities. TABLE OF CONTENTS Strong Equity Market Environment: New biotechnology companies have been created at a significant pace over recent years, with a total of more than 180 biotechnology companies completing IPOs in the United States between 2015 and 2019, more than any other industry sector. Despite the equity market volatility resulting from the COVID-19 pandemic, based on industry estimates, 2020 is on track to be a record year for biotechnology companies completing IPOs in the United States, with more than $11 billion of capital raised in 49 IPOs completed to date on the NYSE and NASDAQ stock exchanges, according to data made available by PitchBook Data, Inc. Need for External Innovation at Larger Pharmaceutical Companies: Large and mid-cap pharmaceutical companies have become avid acquirers of biotechnology companies. They not only have the resources to acquire smaller biotechnology companies, but also the need to replenish their pipelines via external innovation. This has resulted in over 1,500 mergers and acquisition transactions within the biotechnology industry since 2015, totaling more than $850 billion during this time period, according to data made available by PitchBook Data, Inc. Supportive Regulatory Environment: The significant pace of innovation is also reflected in the FDA s recent drug approval rates, which have increased from 158 drug approvals in the five-year period from 2010 to 2014, to 220 drug approvals in the five year period from 2015 to 2019, reaching an all-time high in 2018. We believe early stage biotechnology companies will be significant creators of the future generations of medicines, and that we are well-positioned to benefit from this value creation via our investment and acquisition strategy. Private Placements On September 2, 2020, our sponsor purchased 2,300,000 shares of our initial common stock, which, upon filing of our amended and restated certificate of incorporation, were reclassified into 2,300,000 shares of our Class B common stock, for an aggregate purchase price of $20,000. We refer to such shares of Class B common stock herein as founder shares. The founder shares include an aggregate of up to 300,000 shares that are subject to forfeiture to the extent that the underwriter s over-allotment option is not exercised in full or in part, so that our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (excluding the sale of the private shares and assuming our initial stockholders do not purchase public shares in this offering). If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our shares of Class B common stock immediately prior to the consummation of this offering in such amount as to maintain the ownership of our sponsor (and their permitted transferees), on an as-converted basis, at 20% of our issued and outstanding shares of our common stock upon the consummation of this offering (excluding the sale of the private shares and assuming our initial stockholders do not purchase public shares in this offering). The founder shares are identical to the public shares, except that: the founder shares and private shares are subject to certain transfer restrictions contained in a letter agreement that our initial stockholders, directors and officers have entered into with us, as described in more detail below; pursuant to such letter agreement, our sponsor and our directors and executive officers have agreed to (i) waive their redemption rights with respect to their founder shares and private shares and (ii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor and our directors and executive officers have also agreed (A) that they will not propose any amendment to our amended and restated certificate of incorporation (1) that would modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (2) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, unless, in each case, we provide our public stockholders with the opportunity to redeem their TABLE OF CONTENTS shares and (B) to waive their redemption rights with respect to their founder shares and private shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. However, if our sponsor, directors or executive officers acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. If we submit our initial business combination to our public stockholders for a vote, our sponsor and our directors and executive officers have agreed to vote their founder shares, the private shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our founder shares and private shares, we would need 2,820,001, or 35.25%, of the 8,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the underwriter s over-allotment option is not exercised). The other members of our management team have entered into the same agreements to the one entered into by our sponsor with respect to any public shares acquired by them in or after this offering; the founder shares and private shares are entitled to registration rights; and the founder shares will be automatically convertible into our shares of Class A common stock at the time of our initial business combination as described below in The Offering Founder shares conversion and anti-dilution rights and in our amended and restated certificate of incorporation. Except as described herein pursuant to a letter agreement with us, our sponsor and our directors and executive officers have agreed, subject to specified exceptions, not to transfer, assign or sell any of their founder shares or private shares until the earliest of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our public shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination the founder shares and private shares will be released from the lock-up. In addition, our sponsor has committed to purchase from us an aggregate of 360,000 shares of Class A common stock (or 384,000 shares of Class A common stock if the underwriter s over-allotment option is exercised in full), which we refer to as our private shares, at $10.00 per private share for a total purchase price of $3,600,000 (or $3,840,000 if the underwriter s over-allotment option is exercised in full). These purchases will take place on a private placement basis simultaneously with the consummation of this offering. Of the gross proceeds we will receive from the sale of private shares, $2,600,000 will be used for estimated offering expenses (or $2,840,000 if the underwriter s over-allotment option is exercised in full) and $1,000,000 will be used for working capital. The proceeds from the private placement of the private shares will be added to the proceeds of this offering and placed in a trust account in the United States at Bank of America Corporation, maintained by Continental Stock Transfer & Trust Company, as trustee. If we do not complete our initial business combination within 24 months, the proceeds from the sale of the private shares will be included in the liquidating distribution to the holders of our public shares. If public shares or shares of Class A common stock are purchased by any of our directors, officers or initial stockholders, they will be entitled to funds from the trust account to the same extent as any public stockholder upon our liquidation but will not have redemption rights related thereto. Initial Business Combination Nasdaq rules and our amended and restated certificate of incorporation require that we complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding any deferred underwriting commissions and taxes payable on TABLE OF CONTENTS the income earned on the trust account) at the time of the agreement to enter into the initial business combination. We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking or accounting firm as to the fair market value of the target business or an independent valuation or accounting firm with respect to the satisfaction of such criteria. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. In addition, our sponsor has indicated an interest to purchase $25,000,000 of our shares of Class A common stock in a private placement that would occur concurrently with the consummation of our initial business combination. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. Furthermore, we are not under any obligation to sell any such shares. If we sell shares of Class A common stock to our sponsor (or any other investor) in connection with our initial business combination, the equity interest of investors in this offering in the combined company may be diluted and the market prices for our securities may be adversely affected. In addition, if the per share trading price of our shares of Class A common stock is greater than the price per share paid in the private placement, the private placement will result in value dilution to you, in addition to the immediate dilution that you will experience in connection with the consummation of this offering. See Dilution. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with 5AM, our sponsor, founders, officers or directors. To minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of the foregoing, unless we have obtained (i) an opinion from an independent investment banking or accounting firm as to the fair market value of the target business and that the business combination is fair to our unaffiliated stockholders from a financial point of view, (ii) the approval by our audit committee and (iii) the approval of a majority of our disinterested and independent directors. In no event will our sponsor or either of our co-chief executive officers be paid any finder s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). We may in the future adopt a non-employee director compensation policy or enter into consulting or employment agreements with additional members of our management team, pursuant to which such persons may be TABLE OF CONTENTS entitled to cash or equity compensation. We have not yet entered into any such agreement and, accordingly, the compensatory terms for any such agreement have not yet been determined (other than the terms of our non-employee director compensation policy which we plan to adopt upon completion of this offering and which are described in more detail under Management Director and Executive Compensation ). Affiliates of 5AM and members of our board of directors will directly or indirectly own founder shares and private shares following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business, nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriter or other advisors. 5AM is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our company and we will not consider a business combination with any company that has already been selected by 5AM as a suitable acquisition candidate for it, unless 5AM, in its sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity in accordance with 5AM s applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to select or locate any such acquisition candidate. 5AM may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may occur during the period in which we are seeking our initial business combination. These 5AM investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. In addition, we may, at our option, pursue a business combination opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. TABLE OF CONTENTS In addition, our founders, officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our founders, officers and directors have, and will have in the future, time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by 5AM. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investment funds, accounts, co-investment vehicles and other entities managed by 5AM (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles and other entities), 5AM and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual, and other duties, and there can be no assurance that such conflict of interest will be resolved in our favor. Any past experience and performance of 5AM or our management team is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial business combination; or (2) of any results with respect to any initial business combination we may consummate. You should not rely on the historical record of 5AM or our management team s performance as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. An investment in us is not an investment in 5AM. None of our sponsor, officers, directors or 5AM has had experience with a blank check company or special purpose acquisition company in the past. Unlike many other SPAC IPOs, investors in this offering will not receive warrants that would become exercisable following completion of our initial business combination. Corporate Information Our executive offices are located at 501 Second Street, Suite 350, San Francisco, California 94107, and our telephone number is (415) 993-8570. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller TABLE OF CONTENTS reporting company until the last day of any fiscal year for so long as either (1) the market value of our shares of common stock held by non-affiliates does not equal or exceed $250.0 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our shares of common stock held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th. To the extent we take advantage of any reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our Class A common stock under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. TABLE OF CONTENTS The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419, promulgated under the Securities Act of 1933, or Rule 419. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 27 of this prospectus. Securities offered 8,000,000 shares of Class A common stock (or 9,200,000 shares of Class A common stock if the underwriter s over-allotment option is exercised in full) at $10.00 per share. Proposed Nasdaq symbol FVAM Trading commencement The shares of Class A common stock are expected to begin trading promptly after the date of this prospectus. We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place two business days from the date the public shares commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the underwriter s over-allotment option is exercised on the date of this prospectus. If the underwriter s over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. Number of shares of common stock issued and outstanding before this offering 2,300,000(2) Number of shares of common stock to be issued and outstanding after this offering 10,360,000(1)(3) (4) (1) Assumes the underwriter s over-allotment option has not been exercised. (2) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated certificate of incorporation. Includes up to 300,000 founder shares that are subject to forfeiture. (3) Assumes an aggregate of 300,000 shares of Class B common stock held by our initial stockholders have been forfeited, and includes 8,000,000 public shares to be issued in the offering and 360,000 private shares to be sold in a private placement that will close simultaneously with the closing of this offering. If the underwriter s over-allotment option is exercised in full, there will be a total of 11,884,000 shares of common stock issued and outstanding, of which 2,300,000 would be shares of Class B common stock issued to the founders, 9,200,000 would be public shares issued in the offering and 384,000 would be private shares to be sold in a private placement that will close simultaneously with the closing of this offering. (4) Unlike many other SPAC IPOs, investors in this offering will not receive warrants that would become exercisable following completion of our initial business combination. TABLE OF CONTENTS Indication of interest Our sponsor has indicated an interest to purchase an aggregate of $25,000,000 of shares of our Class A common stock in a private placement that would occur concurrently with the consummation of our initial business combination. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. We are not under any obligation to sell any such shares. Such investment would be made on terms and conditions determined at the time of the business combination. Founder shares On September 2, 2020, we issued to our sponsor 2,300,000 shares of our initial common stock, which, upon filing of our amended and restated certificate of incorporation, were reclassified into 2,300,000 shares of our Class B common stock, in exchange for a capital contribution of $20,000, or approximately $0.01 per share. Prior to the initial investment in the company of $20,000 by the sponsor, we had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to us by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our shares of Class B common stock immediately prior to the consummation of this offering in such amount as to maintain the ownership of our sponsor (and its permitted transferees), on an as-converted basis, at 20% of our issued and outstanding shares of our common stock upon the consummation of this offering (excluding the private shares). Up to 300,000 of the founder shares held by our sponsor will be forfeited depending on the extent to which the underwriter s over-allotment option is not exercised. The founder shares are identical to the public shares, except that: the founder shares and private shares are subject to certain transfer restrictions contained in a letter agreement that our initial stockholders, directors and officers have entered into with us, as described in more detail below; pursuant to such letter agreement, our sponsor and our directors and executive officers have agreed to (i) waive their redemption rights with respect to their founder shares and private shares and (ii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor and our directors and executive officers have also agreed (A) that they will not propose any amendment to our amended and restated certificate of incorporation (1) that would modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business TABLE OF CONTENTS combination within 24 months from the closing of this offering or (2) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, unless, in each case, we provide our public stockholders with the opportunity to redeem their shares and (B) to waive their redemption rights with respect to their founder shares and private shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. However, if our sponsor, directors or executive officers acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. If we submit our initial business combination to our public stockholders for a vote, our sponsor and our directors and executive officers have agreed to vote their founder shares, the private shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our founder shares and private shares, we would need 2,820,001, or 35.25%, of the 8,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the underwriter s over-allotment option is not exercised). The other members of our management team have entered into the same agreements to the one entered into by our sponsor with respect to any public shares acquired by them in or after this offering; the founder shares and private shares are entitled to registration rights; and the founder shares will be automatically convertible into our shares of Class A common stock at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated certificate of incorporation. Transfer restrictions on founder shares and private shares Except as described herein, pursuant to a letter agreement with us, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares or private shares until the earliest of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our public shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day TABLE OF CONTENTS period commencing at least 150 days after our initial business combination the founder shares and private shares will be released from the lock-up. Founder shares conversion and anti-dilution rights The founder shares are designated as shares of Class B common stock and will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the business combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless our sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination (after giving effect to any redemptions of shares of Class A common stock by public stockholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination and any private shares). The term equity-linked securities refers to any debt or equity securities that are, directly or indirectly, convertible, exercisable or exchangeable for our Class A common stock. Private shares Our sponsor has committed, pursuant to a written agreement, to purchase 360,000 private shares (or 384,000 private shares if the underwriter s over-allotment option is exercised in full) at a price of $10.00 per private share, in a private placement that will close simultaneously with the closing of this offering. Our sponsor has entered into an agreement with us, pursuant to which it has agreed to waive its redemption rights with respect to the private shares. Offering proceeds to be held in trust $80,000,000 of the net proceeds of this offering (or $92,000,000 if the underwriter s over-allotment option is exercised in full), including from the sale of the private shares, or $10.00 per share of Class A common stock sold to the public in this offering (regardless of whether or not the over-allotment option is exercised in full or part) will be placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus. Of the gross proceeds we will receive from the sale of the private shares, $2,600,000 will be used for estimated offering TABLE OF CONTENTS expenses (or $2,840,000 if the underwriter s over-allotment option is exercised in full) and $1,000,000 will be used for working capital. Except as set forth below, the proceeds in the trust account will not be released until the earliest of: (1) the completion of an initial business combination within 24 months from the closing of this offering, (2) our redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity and (3) our redemption of 100% of the outstanding public shares if we have not completed a business combination in such required time period. Public stockholders who redeem their public shares in connection with a stockholder vote described in clause (2) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such public shares so redeemed. Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business. The net proceeds of this offering, including amounts in the trust account, will be invested in United States government treasury bills, bonds or notes having a maturity of 185 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in U.S. treasuries. Notwithstanding the prior paragraph, there can be released to us, from time to time, any interest earned on the funds in the trust account that we may need to pay our tax obligations. With this exception, expenses incurred by us may be paid prior to a business combination only from the net proceeds of this offering not held in the trust account of approximately $1,000,000, provided, however, that in order to meet our working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient, our initial stockholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The promissory notes would be paid upon consummation of our initial business combination, without interest. The terms of each promissory note may also provide that a portion of the principal amount of such loan may be repaid by conversion into shares of our Class A common stock upon completion of our initial business combination. If we do not complete a business combination, the loans will only be repaid with funds not held in the trust account, to the extent TABLE OF CONTENTS available. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Limited payments to insiders Prior to the consummation of a business combination, there will be no fees, reimbursements or other cash payments paid to our initial stockholders, officers, directors or their affiliates prior to, or for any services they render in order to effectuate, the consummation of a business combination (regardless of the type of transaction that it is) other than: repayment of any loans made by our sponsor pursuant to its commitment letter to us to satisfy our working capital needs prior to the consummation of this offering. As of the date of this prospectus, we have issued to our sponsor a promissory note in the principal amount of $300,000 in connection with this commitment letter. This promissory note does not bear interest and is payable upon the earlier of one year from the date of issuance or upon consummation of this offering; repayment of loans which may be made by our sponsor, officers, directors or any of its or their affiliates to finance our working capital needs following the consummation of this offering, including transaction costs in connection with an initial business combination, the terms of which have not been determined; amounts owed under any non-employee director compensation policy we may adopt or under any future consulting or employment agreements we may enter into with members of our management team (other than our co-chief executive officers), pursuant to which such persons may be entitled to cash compensation; we have not yet entered into any such agreement and, accordingly, the compensatory terms for any such agreement have not yet been determined (other than the terms of our non-employee director compensation policy which we plan to adopt upon completion of this offering and which are described in more detail below under Management Director and Executive Compensation ); and reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations, and including reimbursement to 5AM for costs associated with it providing us with the use of office space and administrative and support services. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account available to us, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to any initial stockholder or member of our management team, or their respective affiliates, TABLE OF CONTENTS and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval. Stockholder approval of, or tender offer in connection with, initial business combination We have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. In connection with any proposed initial business combination, we will either (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which public stockholders may seek to have their public shares redeemed, regardless of whether they vote for or against (or vote at all with respect to) the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our public stockholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written letter agreements with us, not to exercise redemption rights with respect to any public shares held by them to receive their pro rata share of the aggregate amount then on deposit in the trust account or to sell any shares to us in a tender offer in connection with a proposed initial business combination. If we determine to engage in a tender offer, such tender offer will be structured so that each public stockholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. If enough stockholders tender their shares so that we are unable to satisfy any applicable closing condition set forth in the definitive agreement related to our initial business combination, or we are unable to maintain net tangible assets of at least $5,000,001, we will not consummate such initial business combination. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction or whether the terms of the transaction would otherwise require us to seek stockholder approval. If we provide stockholders with the opportunity to sell their shares to us by means of a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC s proxy rules. If we seek stockholder approval of our initial business combination, we will consummate the business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. We have determined not to consummate any business combination unless we have net tangible assets of at least $5,000,001 upon such consummation in order to avoid being subject to Rule 419. However, if we seek to consummate an initial business TABLE OF CONTENTS combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeemed) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all. Our initial stockholders have agreed (A) to vote their founder shares and any public shares in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our amended and restated certificate of incorporation (1) that would modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (2) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, unless, in each case, we provide public stockholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to exercise redemption rights with respect to any shares of common stock to receive cash from their pro rata share in the trust account in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in a tender offer in connection with our proposed initial business combination, and (D) that the founder shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. If a significant number of stockholders vote, or indicate an intention to vote, against a proposed business combination, our initial stockholders, officers, directors or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. Our initial stockholders, officers, directors and their affiliates could purchase sufficient shares so that the initial business combination may be approved without the majority vote of public shares held by non-affiliates. Notwithstanding the foregoing, our officers, directors, initial stockholders and their affiliates will not make purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company s stock or purchasing shares when the buyer is in possession of material non-public information about our company. Conditions to completing our initial business combination We have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. Further, there is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Nasdaq rules and our amended and restated certificate of incorporation require that our initial business combination must occur with one or more target businesses that TABLE OF CONTENTS satisfy the 80% of net assets test at the time of the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking or accounting firm as to the fair market value of the target business or an independent valuation or accounting firm with respect to the satisfaction of such criteria. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% net assets test, provided that in the event that the business combination involves more than one target business, the 80% net assets test will be based on the aggregate value of all of the target businesses. Redemption rights In connection with any stockholder meeting called to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether he, she or it is voting for or against (or voting at all with respect to) such proposed business combination, to demand that we redeem his, her or its public shares to receive a pro rata share of the trust account upon consummation of the business combination; provided that a public stockholder, individually or together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in this offering. We may also require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the expiration date set forth in the tender offer documents mailed to such holders, or in the event we distribute proxy materials, up to two business days prior to the vote on the proposal to approve the business combination or amendment to our amended and restated certificate of incorporation (1) that would modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (2) with respect to any other provision relating to stockholders rights or pre-initial business TABLE OF CONTENTS combination activity, or to deliver their shares to the transfer agent electronically using Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, or the DWAC System, at the holder s option. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the holder exercising redemption rights. However, this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the vote on the business combination in order to exercise redemption rights. This is because a holder would need to deliver shares to exercise redemption rights regardless of the timing of when such delivery must be effectuated. However, in the event we require stockholders to deliver their shares prior to the vote on the proposed business combination and the proposed business combination is not consummated, this may result in an increased cost to stockholders. The redemption rights will include the requirement that a beneficial holder must identify itself in order to have its shares validly redeemed. Under Delaware law, we may be required to give a minimum of only 10 days notice for each general meeting. As a result, if we require public stockholders who wish to have their shares of Class A common stock redeemed to receive a pro rata portion of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for redemption. Accordingly, investors may not be able to exercise their redemption rights and may be forced to retain our securities when they otherwise would not want to. If we require public stockholders who wish to have their shares of Class A common stock redeemed to comply with specific delivery requirements for redemption described above and such proposed business combination is not consummated, we will promptly return such certificates to the redeeming public stockholders. Release of funds in trust account upon closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights, to pay all or a portion of the consideration payable to the target or targets or owners of the target or targets of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using stock or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial TABLE OF CONTENTS business combination, to fund the purchase of other companies or for working capital. Liquidation if no business combination If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter (subject to our amended and restated certificate of incorporation and applicable law), redeem 100% of the outstanding public shares (including any public shares sold in this offering or any public shares that our initial stockholders or their affiliates purchased in this offering or later acquired in the open market or in private transactions), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably practicable following such redemption, subject to the approval of our remaining holders of common stock and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of our company, subject (in the case of (ii) and (iii) above) to our obligations to provide for claims of creditors and the requirements of applicable law. In connection with our redemption of 100% of our outstanding public shares for a portion of the funds held in the trust account, each holder will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not necessary to pay our taxes payable on such funds. We may not have funds sufficient to pay or provide for all creditors claims. Although we will seek to have all third parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. There is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims against the trust account for monies owed them. The holders of the founder shares and private shares will not participate in any redemption distribution with respect to their founder shares and private shares, but may have any public shares redeemed upon liquidation. If we are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account, without taking into account any interest earned on the trust account, we expect that the initial per-share TABLE OF CONTENTS redemption price will be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our stockholders. Furthermore, the underwriter may seek recourse against the proceeds in the trust account relating to any future claims they may have against us. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. Therefore, the actual per-share redemption price may be less than approximately $10.00. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account. If such funds are insufficient, our sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment for such expenses. We currently do not anticipate that such funds will be insufficient. Conflicts of interest Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. For more information, see the section entitled Management Conflicts of Interest. We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Risks We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision on whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419, and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison to Offerings of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors beginning on page 27 of this prospectus. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001823524_turmeric_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001823524_turmeric_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..787b9d320d58c093facd369934dbbcfb09b295a5
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001823524_turmeric_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and article of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; Founders are to Luke Evnin; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); management or our management team are to our executive officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); MPM are to MPM Capital, an affiliate of our sponsor; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement shares are to the Class A ordinary shares sold as part of the private placement units; private placement units are to the units to be issued to our sponsor in a private placement simultaneously with the closing of this offering, which private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus; private placement warrants are to the warrants issued as part of the private placement units; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; sponsor are to Turmeric Management, LLC, a Delaware limited liability company; and we, us, our, company or our company are to Turmeric Acquisition Corp. a Cayman Islands exempted company. TAC are to Turmeric Acquisition Corp. a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 13, 2020 PRELIMINARY PROSPECTUS TURMERIC ACQUISITION CORP. $85,000,000 8,500,000 Units Turmeric Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 1,275,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Turmeric Management, LLC, and its affiliates have agreed to purchase 390,000 units (or 415,500 units if the underwriters over-allotment option is exercised in full), at a price of $10.00 per unit in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $3,900,000 (or $4,155,000 if the over-allotment option is exercised in full) that will close simultaneously with the closing of this offering. The private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders currently own 2,443,750 Class B ordinary shares, up to 318,750 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Our sponsor and its affiliates have indicated an interest to purchase up to an aggregate of $15,000,000 of our ordinary shares in a private placement that would occur concurrently with the consummation of our initial business combination. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor and its affiliates may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. Furthermore, we are not under any obligation to sell any such shares. If we sell shares to our sponsor or its affiliate (or any other investor) in connection with our initial business combination, the equity interest of investors in this offering in the combined company may be diluted and the market prices for our securities may be adversely affected. In addition, if the per share trading price of our ordinary shares is greater than the price per share paid in the private placement, the private placement will result in value dilution to you, in addition to the immediate dilution that you will experience in connection with the consummation of this offering. See Dilution. Currently, there is no public market for our securities. We intend to apply to have our units listed on The Nasdaq Capital Market, or the Nasdaq under the symbol TMPMU We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on the Nasdaq under the symbols TMPM and TMPMW, respectively, on the 52nd day following the date of this prospectus unless the underwriters permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 38 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 85,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 4,675,000 Proceeds, before expenses, to us $ 9.45 $ 80,325,000 (1) Includes $0.35 per unit, or $2,975,000 in the aggregate (or $3,421,250 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $85,000,000 or $97,750,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S. based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Joint Book-Running Managers Credit Suisse JMP Securities The date of this prospectus is , 2020 Table of Contents General We are a newly organized blank check company incorporated in August 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. MPM Capital ( MPM ) is a healthcare investment firm with over two decades of experience founding and investing in life science companies that seek to translate scientific innovations into cures for major diseases. With its experienced and dedicated team of investment professionals and Executive Partners, MPM strives to power novel medical breakthroughs that transform patients lives. MPM retains a primary focus on investing in companies with preclinical technologies and financing them through human clinical proof-of-concept ( POC ). In the biotech industry, and particularly in the fields of Oncology and Rare Disease, achieving clinical POC is a major value inflection point, at which point the value of the company (and its technology and therapies) dramatically increases, triggering exits such as M&A by larger pharmaceutical companies or sale of the holdings via the public markets. MPM currently invests across three vehicles: BioVentures 2018, a venture capital fund, Oncology Impact Fund 2, an oncology centric crossover fund (both private and public equities), and Oncology Innovations Fund, an early stage oncology investment initiative with Dana-Farber Cancer Institute. Our independent directors have extensive experience in clinical medicine, development and regulatory affairs, operations within academia as well as the healthcare and financial industry. All of our independent directors have led or been a part of leadership teams in biotechnology companies that have together generated billions in value for investors and helped develop numerous FDA approved drugs for patients. We believe that their breadth of experience will bolster our ability to thoroughly evaluate prospective candidates and successfully execute our initial business combination. While we may pursue an initial business combination opportunity in any industry or geographical location, we intend to capitalize on the ability of our management team to identify promising opportunities in the biotechnology sector, with an emphasis on oncology and rare disease therapeutics where our management has extensive experience in investing, operating and drug development. Our Sponsor and Competitive Advantages Our sponsor is an affiliate of MPM, a life sciences investment firm with over $2.3 billion in assets under management as of June 30, 2020. MPM was co-founded by Luke Evnin, Ph.D. and Ansbert Gadicke, M.D., and launched its first venture capital fund in 1997. Since inception, MPM has focused its investment activity exclusively in the biotechnology industry with a strategy of funding and building private development stage companies developing new medicines addressing areas of significant unmet medical need. MPM s strategy of identifying assets and utilizing its differentiated capabilities to efficiently drive drug development through in-human POC studies has fortified MPM s track record of creating industry-leading companies that have yielded 52 commercial products approved by the U.S. Food and Drug Administration ( FDA ). To place this achievement into context, the entire combined efforts of the pharmaceutical industry has yielded an average of 38 new drug approvals per year in the U.S. for the past five years. MPM has earned its reputation as a leading venture capital investor with industry entrepreneurs and academics due to its investment expertise, value-additive capabilities and the high level of engagement of the team. In particular, MPM has differentiated itself among other venture firms in the founding and building of Table of Contents innovative companies. Since 2010, MPM has created and launched 30 companies relying in significant measure on the active engagement of its deep bench of Executive Partners. The expertise of the MPM team of investment professional and Executive Partners spans all stages of the industry value chain, including research and development, clinical, regulatory, business development and operations, intellectual property, and commercialization. Our management team is led by Luke Evnin (Ph.D.), Todd Foley (M.B.A), Ed Hurwitz (J.D., M.B.A), each Managing Directors at MPM, and Vin Bhaskar (Ph.D.), Partner at MPM. Together, the management team has more than half a century of investment insight across the biotech sector and possesses deep expertise and experience in structuring investment, building companies and developing technologies and products. Turmeric Acquisition Corp. was formed to leverage the extensive experience and track record of the management team with the goal of financing a company that can both develop transformative therapies for patients in need and deliver significant returns to its investors. Target Identification Strategy Our merger target identification strategy is to seek a high potential opportunity within the biotechnology sector and to unlock the embedded value of the target through proper capitalization of the merged company and focused development of its product candidates. We believe our management team is well positioned to identify unique opportunities based on the breadth and depth of their personal networks and industry experience. Our selection process will leverage the relationships of our management team with industry captains, key opinion leaders, respected peers, investment bankers and other industry participants. We also believe that MPM s reputation, experience and track record of making investments and building successful companies in the biotechnology space, along with TAC s hands on approach to unlocking value through support (i) of the business development activities, (ii) of portfolio re-prioritization, and (iii) in the design and execution of efficient clinical development strategies, will make us a preferred partner for many of these targets. Elements of our selection process include: Identifying opportunities and unmet medical needs through existing relationships across industry and academia. Uncovering off-the-radar assets across North America and Europe, leveraging deep knowledge of both existing and novel therapeutic modalities. Leveraging our management team and entrepreneurial network to take companies with high potential assets and help unlock intrinsic value through refinement of business plan, portfolio prioritization, and the design and execution of an efficient preclinical and clinical development strategy. Focusing on companies that can be positioned to efficiently achieve clinical POC for their lead programs. Focusing on companies that are advancing multi-product pipelines to allow for multiple clinical shots on goal to diversify risk. We believe that the ability of our management team to support company building is a significant competitive advantage. Acquisition Strategy The pace of biomedical innovation addressing unmet medical conditions is rapid and is coupled with a supportive regulatory environment that rewards breakthrough therapies. Moreover, demand from large pharmaceutical companies to acquire new drugs via both acquisition and partnering is significant, and there is Table of Contents strong underlying demand for therapies to improve and maintain human health. Accordingly, we believe that a compelling opportunity exists for investing in a late pre-clinical or early clinical therapeutics company which meets the criteria listed below. We intend to seek to acquire a business that we believe is: Built on breakthrough science. We intend to seek a target business with fundamental scientific data that indicate a drug candidate or platform has high potential to generate a differentiated therapeutic for patients suffering from serious or life-threatening medical conditions. Led by a strong management team. We seek to identify companies that are managed by experienced existing management teams. We will also work with teams where we can supplement their capabilities with the proven operating talents of our executive team and board of directors. Developing first-in-class or best-in-class therapeutics that carry a competitive advantage. We plan to identify targets whose investigational medicines address a major unmet medical need with potential to make a dramatic impact on the treatment paradigm for patients. We are focused on drug candidates which address large and rapidly growing markets. Exploiting a significant embedded growth opportunity. We believe our team is well positioned to identify emerging innovation and value that has been underappreciated by the market. The ideal target will have a well-defined path to value creation and has the potential to deliver on clinical milestones that will enable the market to recognize value. We will screen both pre-clinical and clinical stage companies to identify the ideal target. TAC s team has significant experience in evaluating programs and companies across this continuum and across a wide range of technologies. Prioritizing platforms and pipeline companies. We seek to create multiple shots on goal to diversify risk and, where appropriate, create opportunities for partnering to expand the range of programs being pursued to POC. Offering attractive risk-reward equity returns. We intend to capitalize the combined company to amply support an efficient and rapid plan to create value, typically based on the demonstration of clinical POC. We seek targets that offer substantial growth opportunities while mitigating risk through asset diversification and through focused, data-driven clinical development strategies. We will target opportunities where the net proceeds from this offering plus any potential concurrent private placement will be adequate to fund the combined company through key clinical POC trials. A strong candidate for strategic exit. We plan to leverage our deep relationships with large pharmaceutical companies and knowledge of their strategies to define a development path for our target company s programs that maximizes its attractiveness to strategic partners and acquirors. Moreover, our management team and Directors have extensive experience in developing emerging public biotech companies and in executing M&A transactions. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria as well as other considerations, factors, criteria and guidelines that our management may deem relevant. Ultimately, we intend to leverage the operational experience and disciplined investment approach of our team to identify opportunities to unlock value. Industry Opportunity We believe we are entering a new phase of life sciences innovation with the advancement of novel technologies such as low-cost, high-throughput DNA sequencing, genome editing tools such as CRISPR, which Table of Contents allow researchers to quickly test hypotheses and design highly customized experimental models, and advances in computational power and algorithms to analyze large datasets. We believe that the translation of innovation into transformative therapies has accelerated, benefiting not only from advances the underlying technology but also a favorable regulatory environment. According to a 2019 article on FDAReview.org, approvals of generic drugs by the US Food and Drug Administration (the FDA ) hit an all-time high in 2018, which included 59 new drug approvals. The ability to realize investment returns has also increased with increased M&A appetite from major pharmaceutical and large biotech companies ( Big Pharma ) for even earlier stage biotech companies and supportive public markets. For many years, drug development in the pharmaceutical and biotech industries has been dominated by two modalities: small molecules and protein biologics (such as antibodies). However, in recent years, new modalities have emerged with landmark approvals by the U.S. FDA and the European Medicines Agency. These new modalities include cell therapies, gene therapies, and nucleic acid therapies, including RNA therapies (collectively New Modalities ). We believe New Modalities have the potential to increase the rate of innovation and translation of science into transformative therapies. In our target areas of oncology and rare disease, these New Modalities have had a particularly important impact. In oncology, cell therapies (such as CAR-T cell therapies) have led to significant clinical benefits for patients with difficult cancers including leukemias and multiple myeloma. Outside of oncology, New Modalities have led to transformative benefits for patients, primarily those with genetically defined rare and orphan diseases, given the ability of these novel technologies to directly correct a genetic defect in cells that is responsible for the disease. Oncology and Rare Disease Our primary focus is on sourcing and capitalizing on a compelling investment opportunity in a late pre-clinical or early clinical stage biotech therapeutics company, particularly in areas of high growth such as oncology and rare disease. We believe that oncology therapeutics will remain one of the most attractive investment areas in the biotech sector due to the increasing demand from a growing population of patients, the high unmet medical need and opportunity for transformative therapies, the significant progress and recent advancements in oncology drug development, the returns delivered for major products, the favorable regulatory environment for cancer drugs, market conditions offering routes to investment exit, and a rapid pace of technological innovation which offers many opportunities to invest in future potential breakthroughs. According to an Evaluate Pharma 2019 report, oncology is now the largest sector in the pharmaceutical industry and is currently (and expected to continue to be) the second fastest growing therapeutic area through 2023. According to an IQVIA Institute for Human Data Science ( IQVIA ) report in 2019, annual growth in oncology therapeutics spending of 11-14% is expected which will bring the total oncology market to $200 and 230 billion in 2023. In addition, the US, emerging pharmaceutical markets, and rest-of-world, growth in spending on therapeutics is forecasted by IQVIA to increase at double-digit levels, and high single-digit levels in Europe. Genetic and rare (orphan) diseases also offer a range of attractive investment targets. With the accelerating development of New Modalities, which are particularly well-suited to address some of the key therapeutic challenges in rare disease, we expect the field of rare disease medicines to grow rapidly. While the number of patients for a given individual rare disease may be limited, a recent analysis of Orphanet (an online resource for orphan diseases) estimated that between 3.5% and 5.9% of the global population (or approximately 300 million people), both in developed and developing nations, are affected by rare and orphan diseases. Many of these individuals have a severe unmet medical need with limited treatment options, making the potential impact of developing life-changing therapies against these rare diseases significant. The industry has developed the initial infrastructure for enabling the next wave of therapies using New Modalities in rare and orphan disease through years of investment, and by building on the science developed Table of Contents through the first generation of approved therapies. Moreover, there are several key factors, many of which are shared with the oncology field, that accelerate the increasing appetite of investors in these therapies. These factors include a generally shorter than average clinical and regulatory path, efficient patient identification, biomarker driven drug development, supportive markets and a favorable reimbursement climate. These attributes have translated into value for investors as the oncology and rare disease areas represent the top two indication areas in terms of number of IPOs and M&A events in the period 2015 through 1H 2020. Based on these attractive attributes we will focus our investment activities in the areas of oncology and rare and orphan disease, as we believe that these areas will represent many of the most compelling investment opportunities within the biotech sector in the coming decade. Supportive Environment We believe that the biopharma sector currently presents a broad set of attractive investment opportunities. The factors driving what we believe to be the golden era of innovation across the biopharma sector include the rapid pace of biomedical innovation, the favorable regulatory environment for promising drugs, the emergence of efficient patient selection strategies for clinical trials, the strong underlying demand for novel therapies, and the potential for exit via both public stock sales, or via partnership or acquisition by large pharmaceutical companies. Linked to this flurry of innovation, the pace of company formation has been particularly explosive in biotechnology. According to IBIS World, a third-party industry research provider, there were an estimated 9,500 biotech companies globally as of February 2020, only a fraction of which are publicly traded. Private fundraising has accelerated meaningfully over the last five years (as demonstrated in the chart below) helping to fund this proliferation of new entities. The rapid advancement of the biological sciences and the growth of investment and new company formation is creating a profusion of targets for TAC to mine for the investment candidate which best matches intrinsic value with the TAC strategy for unlocking that value through hands on involvement. Continued uptick in private biotech fundraising over time Large pharmaceutical and mid to large biotechnology companies have had a strong appetite to partner with and acquire smaller start-up companies in order to fill their development pipelines and replace lost revenue streams from drugs losing patent protection. According to a 2019 report published by the Silicon Valley Bank, as of 2018, nearly 60% of FDA-approved drugs which originated in the U.S. came from venture capital-backed startups. In recent years, the increasing price of companies with later stage and commercial products has driven Table of Contents large pharmaceutical companies to partner with and acquire biopharma companies at earlier stages of clinical development. From 2013 to 2018, acquisitions of early to mid-stage companies accounted for approximately 60% of all acquisitions, while Phase 3 and commercial products accounted for under 12% combined.1 This trend supports our investment thesis of identifying earlier stage companies addressing significant unmet medical needs, providing the capital and expertise to enable them to rapidly progress to clinical POC, and positioning them for exit via partnership or sale to a large pharmaceutical company. Regulatory The translation of innovation into transformative therapies has also benefited from a favorable regulatory environment, with the FDA providing tracks to help advance the approval of novel medicines, particularly in rare and life-threatening diseases. For example, Breakthrough and Fast Track status enable expedited review by the FDA of new drug applications. In addition, drugs for rare disease have often been approved on the basis of a single well controlled trial (instead of the traditional two trials) twice as frequently as investigational medicines for more common diseases. Furthermore, innovative therapies can often be approved with clinical trials that require a smaller number of patients. To illustrate this point, the following table shows the number of patients in the pivotal (registration enabling) trials for four novel oncology agents, as well as their overall review period. BLINCYTO , one of the fastest approvals on record, was approved within 2.5 months after FDA submission while other oncology drugs, including TAGRISSO , COPIKTRA , and LUTATHERA , were all approved within 8 months of FDA submission. These rapid approvals can be compared to an approval process that can be 1-2 years post-submission. Drug Patients in pivotal trial Time to approval (months) BLINCYTO 185 <2.5 COPIKTRA 319 7.7 LUTATHERA 229 6.1 TAGRISSO 411 5.4 Source: https://www.accessdata.fda.gov/scripts/cder/daf/ Pricing environment According to the IQVIA report, spending on drugs is projected to continue to rise. IQVIA expects aggregate global spending on prescription drugs to top $1.1 trillion in 2024. And, despite heightened focus on the cost of drugs, we believe that innovation will continue to be rewarded, particularly in areas of significant unmet medical need such as oncology and rare diseases. For example, new cell therapy-based treatments for lymphoma and leukemia, which provide high response rates and have curative potential in patients who have few to no other treatment options, are currently priced at over $350,000 per patient. Payors are also experimenting with more innovative reimbursement formats for New Modality drugs that have curative potential, or that can replace other more burdensome and expensive first-generation therapies. The critical role of innovation and the need to support it with robust pricing for breakthrough medicine has been highlighted by the response to solving the current SARS-CoV-2 pandemic crisis. Biotech companies have led the way with development of potential vaccines and treatments on an unprecedented timeline. In parallel, governments have stepped in with research support and early supply contracts, regulators have provided emergency use authorizations and rapid approvals of medicines and diagnostics, and payors are expected to provide broad reimbursement for new therapies and vaccines. 1 Silicon Valley Bank, Trends in Healthcare Investments and Exits, 2019. Table of Contents Selected MPM Investment Case Studies Semma SEMMA Therapeutics MPM Strategic Pillars Crafted Strategic Path to Exit Unmet medical need Type 1 diabetes is a large chronic disease market with no curative treatments MPM identified Type 1 diabetes as attractive target market for curative cell therapy Engaged Doug Melton in discussions across over 10 years via private meetings and the annual MPM Medical and Scientific Advisory Board meetings Company co-founded by Todd Foley in MPM s offices, MPM s Mitch Finer drove initial process development MPM led Series A investment equity leveraged two-fold with non-dilutive funding from Novartis and Medtronic Interim CEO leadership provided by MPM Executive Partner Liz Stoner to drive technology enhancement, pre-clinical validation and clinical strategy Acquisition by Vertex Pharmaceuticals in October 2019 for $950M in all-cash transaction. Vertex CSO David Altshuler, a former MPM scientific advisory board member, was a key deal champion Largest upfront purchase price for a preclinical M&A deal over the past decade Base decision off science and data Developed a proprietary regenerative cell therapy and an encapsulation technology with a scalable manufacturing system Leveraged network Doug Melton, co-founder of Semma, an academic expert with a long-standing relationship to MPM team Multiple shots on goal Decided un-encapsulated cells are an attractive second product with rapid path to market and pipeline de-risking Clinical PoC Led the company through preclinical POC and to edge of clinical trial start prior to negotiating acquisition transaction Tizona TIZONA MPM Strategic Pillars Crafted Strategic Path to Exit Unmet medical need Growing immune-oncology (I/O) market and need to add to current checkpoint inhibitor drugs AbbVie CD39 partnership in 2018 provided $120 million to fully fund all programs through to Gilead acquisition without further equity dilution CD39 and HLA-G clinical programs initiated in 2019 and 2020, respectively Gilead acquired 49.9% equity interest in Tizona (ex-CD39) in exchange for $300 million cash with an option to Base decision off science and data Abandoned early focus on Treg-targets and rapidly pivoted to first/best in class anti-CD39 monoclonal antibody Later added anti-HLA-G and additional pipeline opportunities based on careful preclinical evaluation Table of Contents TIZONA MPM Strategic Pillars Crafted Strategic Path to Exit Leveraged network Founding team and key SAB members from previous successful MPM I/O company Potenza Therapeutics key to company launch acquire remaining equity for up to $1.25 billion in fees and milestones AbbVie CD39 program spinout into separate entity with independent economics driven off 2018 deal Co-founder and Chairman Luke Evnin critical in decision to reprioritize pipeline and negotiate both exits Startup and early leadership provided by former MPM Executive Partner, Pablo Cagnoni and Board member Dan Hicklin, MPM Advisor Multiple shots on goal Developed multiple first-in-class programs leading to separate transactions with Gilead and AbbVie Clinical PoC Supported the company s efforts to efficiently advance into clinical trials enabling the acquisition transaction Repare REPARE MPM Strategic Pillars Crafted Strategic Path to Exit Unmet medical need Synthetically lethal gene pairs qualified and targeted with small molecules for novel oncology applications generating tremendous value Saw opportunity to leverage academic experts in synthetic lethality and existing team in Canada (formerly from Merck) Proceeds used to build team in Montreal and establish US headquarters in Cambridge, MA Pipeline expanded and reprioritized based on data Platform utility expanded beyond target identification to also select novel genetically defined patient populations for clinical trials Executed $253 million initial public offering in June 2020 Base decision off science and data ATRi program has been accelerated to take advantage of best in class profile Leveraged network Todd Foley and Executive Partner Briggs Morrison on Board of Directors Recruited CMO Maria Koehler Multiple shots on goal Licensed powerful SNIPRx target identification platform and complementary initial program from leading academic groups ATRi program prioritized as lead program Additional pipeline programs defined and prosecuted via SNIPRx platform Clinical PoC Patient populations enrolled that both matched those studied by competitors and included novel patient groups selected by proprietary SNIPRx genetic insights. Table of Contents Past performance in the above case studies is not necessarily an indication of future results. See Risk Factors Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. Our Management Team and Board of Directors Luke Evnin, Ph.D., our Chief Executive Officer, has more than 30 years of experience in healthcare investing, and is co-founder and Managing Director of MPM Capital. Mr. Evnin co-founded MPM in 1997 with Ansbert Gadicke, M.D., and opened the San Francisco office in 1999. Mr. Evnin s passion for discovering and advancing groundbreaking drug discovery companies inspires his work and that of the MPM team, which has been the driving force behind building companies such as BioMarin Pharmaceutical, CoStim Pharmaceuticals (acquired by Novartis), Epizyme, Idenix Pharmaceuticals (acquired by Merck), Idun Pharmaceuticals (acquired by Pfizer), Pacira Pharmaceuticals, Pharmasset (acquired by Gilead), Potenza Therapeutics (acquired by Astellas Pharma) and Radius Health. Mr. Evnin was the lead investor and has served on the boards of several of MPM s investments including CoStim, Idun and Pacira. Over his career he has served on over 30 boards including nine public companies. Over the past seven years, as one key aspect of his MPM activities, Mr. Evnin has been a co-founder of seven MPM portfolio companies including Amphivena Therapeutics, Blade Therapeutics, Harpoon Therapeutics, Potenza Therapeutics, Maverick Therapeutics, Tizona Therapeutics and Werewolf Therapeutics. He has contributed as an inventor to several of these companies as well as MPM portfolio company Oncorus where he also serves on the Board of Directors. In recognition of MPM s novel work to finance and build companies which may have a significant impact on cancer care and cures globally, Mr. Evnin is a co-recipient of the 2017 Global Oncology Visionary Award. He has also devoted significant effort to working with the Scleroderma Research Foundation, serving as its Chairman since 2002. Prior to co-founding MPM, he honed his skills as a venture capitalist at Accel Partners where he focused on emerging healthcare companies. Mr. Evnin advanced his technical training and launched his interest in curing disease in the Department of Biochemistry at the University of California, San Francisco where he received his Ph.D., and his passion for drug discovery began at Princeton University where he received his A.B. in Molecular Biology. Todd Foley, M.B.A., our President, is an experienced biotech investor and executive, and is a Managing Director at MPM Capital. He currently serves on a number of MPM portfolio company boards, including Chiasma (NASDAQ: CHMA), CODA Biotherapeutics, Entrada Therapeutics, Iconic Therapeutics, Repare Therapeutics (NASDAQ: RPTX), Rhythm Pharmaceuticals (NASDAQ: RYTM), and Tetherex Pharmaceuticals. Mr. Foley s successful exits include Semma Therapeutics, a potentially curative diabetes cell-therapy company founded by MPM and Doug Melton at Harvard, which was acquired by Vertex for $950M in 2019 in one of the largest ever preclinical M&A deals. He guided Selexys Pharmaceuticals, as the only institutional investor and director, to a successful acquisition by Novartis for $665M in 2016; Novartis launched the Selexys drug, Adakveo in late 2019 to treat sickle cell disease. Mr. Foley has managed MPM s strategic investment relationship with Novartis, which committed $200 million to over a dozen companies in the biotech and healthcare IT space under a variety of creative joint equity/strategic deal structures. Prior to joining MPM in 1999, Mr. Foley s career in the life science industry included business development at Genentech (Roche) and management consulting with Arthur D. Little. He earned his M.B.A. from Harvard Business School and his B.S. in Chemistry from the Massachusetts Institute of Technology. Ed Hurwitz, J.D., M.B.A., our Chief Financial Officer, is an accomplished biotech executive and investor, and is a Managing Director at MPM Capital. Mr. Hurwitz serves as Chairman of MPM portfolio companies Table of Contents BioIntervene and Rekindle Therapeutics and on the boards of Dyne Therapeutics and Recode Therapeutics, all MPM portfolio companies. Prior to MPM, he was founder and Managing Director of Precision BioVentures where he founded and seeded start-up biotechnology companies, including Viewpoint Therapeutics. As a Director at Alta Partners, he led 12 investments including Applied Genetic Technologies Corporation, Avid Radiopharmaceuticals (acquired by Lilly), Calistoga Pharmaceuticals (acquired by Gilead), Cara Therapeutics, FoldRx Pharmaceuticals (acquired by Pfizer), MacroGenics and Taligen Therapeutics (acquired by Alexion). Over the course of his career, Mr. Hurwitz has been a Senior Vice President and CFO of Affymetrix, a microarray supplier, and a biotech research analyst for Robertson Stephens & Company and Smith Barney Shearson. He also practiced law at Cooley Godward LLP. Mr. Hurwitz earned his J.D. and M.B.A. degrees from the University of California, Berkeley s Boalt School of Law and Haas School of Business, and his B.A. in Molecular Biology from Cornell University. Vinay Bhaskar, Ph.D., our Chief Operating Officer, is a Partner at MPM Capital, where he is responsible for investment identification, due diligence and business development. Mr. Bhaskar recently served as startup COO of Werewolf Therapeutics and is a board member of Amphivena Therapeutics and Tizona Therapeutics. Prior to joining MPM, Mr. Bhaskar led external R&D for the oncology therapeutic area at Amgen, where he was instrumental in forging collaborations with companies such as Kite Pharma, Merck and Xencor. During this time, he also led internal immuno-oncology strategy discussions and served as executive sponsor and/or board observer for several Amgen Ventures investments, including Surface Oncology, Precision BioSciences and Tizona, which was founded by MPM. He joined Amgen through its acquisition of Onyx Pharmaceuticals, where he led preclinical search, evaluation and diligence for licensing and acquisition opportunities on the Asset Acquisition Team. Prior to joining Onyx, Mr. Bhaskar held a variety of roles of increasing responsibility in discovery research at Portola Pharmaceuticals, XOMA, PDL Biopharma and Eos Biotechnology. In these roles, he initiated and led multiple preclinical project teams and functional groups focused on biologies that spanned oncology, inflammation and cardiometabolic disease. Through these endeavors, he has gained broad expertise across all phases of drug discovery, early development and process sciences. Mr. Bhaskar holds a Ph.D. in Biochemistry from the University of California, Los Angeles and a B.S. in Biochemistry from the University of California, Davis. Matthew Roden, Ph.D., the Chairman of our board of directors, has accumulated broad experience across the healthcare ecosystem, having served as a senior leader in a large biopharma company, having led biotechnology research in the equity capital markets, and honing his scientific foundation as an immunologist and structural biologist. Dr. Roden currently serves as an Executive Partner at MPM Capital and, prior to joining MPM in 2020, was Senior Vice President and Head of Enterprise Strategy at Bristol Myers Squibb (BMS). In this role, Dr. Roden delivered the inaugural strategic plan for the combined BMS-Celgene entity and initial portfolio optimization. Earlier, he served as Head of Strategic Corporate Development, accountable for mergers and acquisitions (M&A), structured transactions, strategic equity investing, and divestitures, as well as leading business development search and evaluation (S&E) activities for all therapeutic categories. Dr. Roden also served on the R&D Leadership Team representing external innovation. Dr. Roden led or oversaw over 100 business development transactions that are cumulatively valued at over $125 billion, including BMS acquisition of Celgene, the largest acquisition in the healthcare sector to date. Before joining BMS, Dr. Roden was a leading biotechnology equity analyst. He served as Head of Global Biotechnology Equity Research at UBS Investment Bank; as Senior Biotech Equity Analyst at J.P. Morgan and Bank of America Merrill Lynch; and was an Associate at Credit Suisse First Boston. In addition to his research coverage across the biotech sector, Dr. Roden and his teams provided equity research diligences and investor engagement on 24 equity offerings totaling $3.3bn in initial value from 2005-2016. He earned his Ph.D. at the Table of Contents Albert Einstein College of Medicine, focusing on the structural biology of immune-relevant molecules. This graduate work was preceded by his pre-doctoral clinical research fellowship in immuno-oncology at the National Cancer Institute in Bethesda, Maryland. Dr. Roden holds a M.S. degree from Georgetown University and a B.S. from George Mason University. David Meeker, M.D., a member of our board of directors, is a successful executive leading commercial and drug development organizations with expertise in the launch of new medicines for rare disease. Dr. Meeker is the CEO and Chairman of Rhythm Pharmaceuticals (NASDAQ: RYTM), an MPM portfolio company. Formerly, Dr. Meeker served as President and CEO of KSQ Therapeutics and, previously, the Executive Vice President and CEO of Genzyme, a Sanofi company focused on rare diseases, multiple sclerosis, oncology and immunology. Dr. Meeker joined Genzyme in 1994 as Medical Director and served as the Vice President of Medical Affairs, COO, and CEO. He led Genzyme s commercial organization and global market access functions and managed the launch of several treatments for rare genetic diseases, including Aldurazyme , Fabrazyme and Myozyme . Additionally, Dr. Meeker serves as Chairman of the Board for Trevi Therapeutics as well as a board member for precision cardiovascular company Myokardia. Prior to his tenure with Genzyme, he was Director of the Pulmonary Critical Care Fellowship at the Cleveland Clinic and an Assistant Professor of Medicine at Ohio State University. Dr. Meeker earned his M.D. from the University of Vermont Medical School and completed the advanced management program at Harvard Business School. Andrew Robbins, M.B.A., a member of our board of directors, is an accomplished executive with extensive commercial, development and strategic leadership experience during a 20-year career in the pharmaceutical industry, with a specific focus on oncology and hematology products. Most recently, he served at Array Biopharma as the Chief Operating Officer until its acquisition by Pfizer in 2019. Prior to joining Array in 2012, Mr. Robbins held management positions at Hospira, Inc., a global pharmaceutical and medical device company. Prior to January 2007, he held commercial and leadership positions within Pfizer s oncology division. Additionally, Mr. Robbins served on the boards of directors of Fate Therapeutics, Cytograft Tissue Engineering and StemCor Systems. Mr. Robbins holds an MBA from the Kellogg School of Management, Northwestern University and a bachelor s degree from Swarthmore College. Mitchell H. Finer, Ph.D., a member of our board of directors, for three decades, has focused on drug development utilizing the novel platforms of cell and gene therapy, cancer immunotherapy and regenerative medicine, and he has held several senior leadership roles in companies developing these therapies. Prior to joining MPM as an Executive partner, Mr. Finer was the CSO of bluebird bio. While at MPM, he has been instrumental in founding, building several companies including roles as CSO of ElevateBio, founder and Executive Chariman of Oncorus, and founder and the former CEO of CODA Biotherapeutics. Mr. Finer serves on several company boards, including CODA, ElevateBio and Oncorus. He has also served as CEO of Intracel Corporation and Genteric, Vice President Research for Cell Genesys and the Gencell division of Aventis Pharma (now Sanofi) and Senior Vice President of Development at Novacell (now Viacyte). Mr. Finer also successfully co-founded a retinal disease gene therapy company Avalanche Biotechnologies (now Adverum Biotechnologies). He has been named inventor on 15 issued U.S. patents in the field of engineered proteins, cells and viruses in the fields of gene therapy of orphan disease, regenerative medicine and immune oncology. Mr. Finer received his Ph.D. in Biochemistry and Molecular Biology from Harvard University and a B.S. in Biochemistry and Microbiology from the University of California at Berkeley. He completed a post-doctoral fellowship at the Whitehead Institute for Biomedical Research at the Massachusetts Institute of Technology. Pablo Cagnoni, M.D., a member of our board of directors, has spent the last two decades earning a reputation as a leader in industrial oncology clinical development and company building. He has played a key role in the development, approval and commercialization of more than 20 life-changing treatments, including Afinitor , Kyprolis and Tarceva . Table of Contents Dr. Cagnoni currently serves as CEO of Rubius Therapeutics. Previously, he served as President and Chief Executive Officer of Tizona Therapeutics, a privately held biotech company focused on developing next generation immunotherapies for the treatment of cancer. Dr. Cagnoni joined Tizona as the company s first employee and grew the organization to support the filing of its first Investigational New Drug application. Prior to Tizona, he served as President of Onyx Pharmaceuticals (acquired by Amgen), where Dr. Cagnoni had global strategic oversight and accountability of the business from early product development to commercialization of the Onyx portfolio. He joined Onyx in March 2013, as Executive Vice President, Global Research and Development and Technical Operations, and was named President in October 2013, when Onyx became an Amgen subsidiary. Previously, Dr. Cagnoni was Senior Vice President and Global Head of Clinical Development at Novartis Oncology. Earlier in his career, Dr. Cagnoni served as Assistant Professor of Medicine, University of Colorado Bone Marrow Transplant Program, where he cared for patients undergoing stem cell transplants. Dr. Cagnoni earned his medical degree from University Buenos Aires School of Medicine, and he completed his fellowship in Hematology and Oncology at the Mount Sinai Medical Center, New York and a fellowship in Stem Cell Transplantation at the University of Colorado Health Sciences Center. Dr. Cagnoni is a member of the Board of Directors for Fusion Pharmaceuticals, Repertoire Immune Medicines and Tizona Therapeutics. Initial Business Combination So long as our securities are then listed on the Nasdaq our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity Table of Contents interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on the Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. In addition, our sponsor and its affiliates have indicated an interest to purchase up to an aggregate of $15,000,000 of our ordinary shares in a private placement that would occur concurrently with the consummation of our initial business combination. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor and its affiliates may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. Furthermore, we are not under any obligation to sell any such shares. If we sell shares to our sponsor or its affiliate (or any other investor) in connection with our initial business combination, the equity interest of investors in this offering in the combined company may be diluted and the market prices for our securities may be adversely affected. In addition, if the per share trading price of our ordinary shares is greater than the price per share paid in the private placement, the private placement will result in value dilution to you, in addition to the immediate dilution that you will experience in connection with the consummation of this offering. See Dilution. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Other Considerations We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, Founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our Founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Table of Contents In addition, certain of our Founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of our Founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Our Founders, sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our Founders, sponsor, officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Corporate Information Our executive offices are located at 450 Kendall Street, Cambridge, MA 02142. We maintain a corporate website at www.mpmcapital.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our Table of Contents periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. Table of Contents The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 8,500,000 units (or 9,775,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one redeemable warrant. Proposed Nasdaq symbols Units: TMPMU Class A ordinary shares: TMPM Warrants: TMPMW Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Credit Suisse Securities (USA) LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Table of Contents Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number of private placement units to be sold in a private placement simultaneously with this offering 390,000(1) Number of units to be outstanding after this offering and the sale of private placement units 8,890,000(1) Ordinary shares: Number outstanding before this offering 2,443,750(2)(3) Number outstanding after this offering 11,015,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 130,000(1) Number of warrants to be outstanding after this offering 2,963,333(1)(5) (1) Assumes no exercise of the underwriters over-allotment. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. (3) Includes 318,750 founder shares that are subject to forfeiture. (4) Includes 8,500,000 public shares, 390,000 Class A ordinary shares underlying the private placement units to be sold in the private placement and 2,125,000 founder shares, assuming 318,750 founder shares have been forfeited. (5) Includes 2,833,333 public warrants included in the units sold in this offering and 130,000 private placement warrants underlying the private placement units to be sold in the private placement. Table of Contents Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; Table of Contents provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Table of Contents Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Shareholders Warrants ; Table of Contents if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Antidilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Founder shares On September 1, 2020, the sponsor paid $25,000, or approximately $0.01 per share, to cover certain of our expenses in consideration of 2,875,000 Class B ordinary shares, par value $0.0001. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. On October 12, 2020, our sponsor effected a surrender of 431,250 founder shares to the company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 2,875,000 to 2,443,750 such that the total number of founder shares would represent 20% of the total number of ordinary shares outstanding upon completion of this offering (excluding the private placement shares and assuming the initial shareholders do not purchase any units in this offering) (of which 318,750 shares are subject to forfeiture if Table of Contents the underwriter does not exercise its over-allotment option). On September 25, 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our non-employee directors and 45,000 Class B ordinary shares to Matthew Roden, as Chairman. On September 30, 2020, our sponsor transferred 17,500 Class B ordinary shares to Vinay Bhaskar. These shares shall not be subject to forfeiture in the event the underwriters overallotment option is not exercised. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 318,750 founder shares are subject to forfeiture by the sponsor, depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (ii) to waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek Table of Contents shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 2,992,501, or 35.2% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised) of the 8,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares and private placement units Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement units, private placement shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any founder shares, private placement units, private placement shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if we do Table of Contents not consummate an initial business combination, at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the private placement shares underlying the private placement units) upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement units Our sponsor and its affiliates have committed, pursuant to a written agreement, to purchase an aggregate of 390,000 private placement units (or 415,500 private placement units if the underwriters over-allotment Table of Contents option is exercised in full), at a price of $10.00 per unit ($3,900,000 in the aggregate or $4,155,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private placement units held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement units (and the underlying securities) will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement units (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect Table of Contents to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement units described in this prospectus, $85,000,000, or $97,750,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $2,975,000 (or $3,421,250 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement units held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Table of Contents Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.5% per year, we estimate the interest earned on the trust account will be approximately $425,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement units not held in the trust account, which will be approximately $1,000,000 in working capital; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on the Nasdaq our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on the Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations Table of Contents ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, Table of Contents (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Table of Contents Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares (excluding the private placement shares underlying the private placement units) or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. Table of Contents If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 2,992,501, or 35.2% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised) of the 8,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more Table of Contents than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial Table of Contents business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months Table of Contents from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer or director, or any other person. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement units held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Table of Contents Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in the amount of $10,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; Payment of an annual cash retainer of $20,000 to our non-employee directors and $40,000 to Matthew Roden, as Chairman and one-time cash payment of $30,000 and $60,000, respectively, upon consummation of the initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement units held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001823634_carney_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001823634_carney_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..36af5c9660fdde4c20a9469cb1c6c070f6c7d9f1
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001823634_carney_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: Morgan Stanley are to Morgan Stanley & Co. LLC, Cantor are to Cantor Fitzgerald & Co. and Mizuho are to Mizuho Securities USA LLC, the representatives of the underwriters in this offering; common stock are to our Class A common stock and our Class B common stock, collectively; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issuable upon the conversion thereof as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); management or our management team are to our officers and directors; placement units are to the units being purchased by our sponsor in the private placement, each placement unit consisting of one placement share and one-third of one placement warrant; placement shares are to the shares of our common stock included within the placement units being purchased by our sponsor in the private placement; placement warrants are to the warrants included within the placement units being purchased by our sponsor in the private placement; private placement are to the private placement of 900,000 placement units at a price of $10.00 per unit, for an aggregate purchase price of $9,000,000, which will occur simultaneously with the completion of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in this offering or thereafter in the open market) and to any placement warrants sold as part of the placement units or warrants issued upon conversion of working capital loans in each case that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees) following the consummation of our initial business combination; sponsor are to Carney Technology Sponsor II LLC, a Delaware limited liability company; warrants are to our redeemable warrants, which includes the public warrants as well as the placement warrants and any warrants issued upon conversion of working capital loans to the extent they are no longer held by the initial holders or their permitted transferees; and we, us, company or our company are to Carney Technology Acquisition Corp. II. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. 1 Table of Contents Our Company We are a newly organized blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. While our efforts to identify a target business may span many industries and regions around the world, we intend to focus our search for prospects within the technology industry. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. While we intend to search for a potential business combination target in the technology industry, our search efforts may span many industries and our ability to locate a potential target is subject to the uncertainties discussed elsewhere in this prospectus. The Technology Makeover Our management team believes that in recent years, a wide range of technological breakthroughs have accelerated cycles of change, radically impacting industries and business models across the world. The transformative effects of innovation as diverse as cloud computing, artificial intelligence, machine learning, data analytics, cybersecurity, and ubiquitous mobile computing have upended industries both large and small. We believe the current COVID-19 pandemic has accelerated the aforementioned trend and is a catalyst for digital migration at a speed and on a scale never seen before. Individuals as well as small and large institutions alike have been forced to adapt to a new normal of living in a world where physical contact has been hindered and technology has become essential for both personal and business activities on a daily basis. Amidst these changes, we believe legacy business models that fail to adapt will eventually cease to exist while innovators that take advantage of the current situation will be awarded outsized opportunities to lead the upcoming changes. Our management team believes that this widespread change is occurring everywhere in our lives, but it has been particularly strong in the business world. Major shifts are happening in the financial, media and retail sectors, as well as in interpersonal communication, transportation, and education sectors. We believe the market rewards those who see and understand its trajectory. A number of technology companies those which understood and enabled these changes such as Amazon, Zoom, Stripe and DoorDash have reshaped their respective industries, scaling rapidly to become household names and rewarding their shareholders handsomely. Capital markets have responded to this expanding opportunity. Global venture capital investments increased over 500% in the past decade, from $48 billion in 2010 to $295 billion in 2019, according to Crunchbase News. Those dollars are spread widely: more than 32,000 companies received venture funding in 2019 alone, according to Crunchbase News. These backings represent a significant commitment from investors PWC/CB Insights recorded 219 private financings surpassing $100 million for private investments in 2019, representing over $50 billion deployed. This confluence of enormous change and plentiful capital has created what we believe is a sizeable opportunity for wealth building, especially as private companies enter the public markets to fuel their next phase of growth. Our management team believes that there is demand from public market investors to locate and invest in a high growth technology company, debut it in the public markets and partner with it, as shareholders, to help the company elevate itself into the next multi-billion dollar market cap company. As of August 2020, there are 490 private companies globally valued at over $1 billion, according to CB Insights vs. over 300 publicly traded US technology companies with a market capitalization exceeding $1 billion as of August 26, 2020. The Opportunity Historically, private technology companies pursued one of two paths to stockholder liquidity: an initial public offering, or IPO, or a sale of the company. Unfortunately, neither of these options has kept pace with the exploding number of technology companies. In fact, the number of venture-backed companies sold has declined, from 1,081 in 2014 to only 882 in 2019, according to PitchBook. 2 Table of Contents The number of technology company IPOs has also diminished. An average of 118 technology companies went public each year during the 1990s, but this annual average decreased to only 26 between 2010 and 2019, a 78% drop, according to data from the University of Florida and FactSet. That smaller IPO market has also been predominantly focused on larger, brand-name companies. The median market capitalization of a venture-backed IPO was approximately $540 million in 2010; in 2019 it was $3.2 billion, based on data from the University of Florida. Our management team believes that these factors present an intriguing paradox: a growing number of new companies have attracted more private capital. Yet once they flourish, they have a narrower exit route. In addition, that exit route is often reserved for larger companies with higher brand recognition, a substantial disadvantage for relatively smaller, yet flourishing, private technology companies. We believe special purpose acquisition companies ( SPACs ) have become an attractive path to stockholder liquidity for private technology companies. Since 2018, our experienced management team has seen SPACs demonstrate value to both the public and private markets. Over $30 billion of de-SPAC transactions have closed year to date as of August 31, 2020, validating our thesis and paving the way for such a trend to continue. The current COVID-19 pandemic has only accelerated the digitization of the global economy. For this reason, our management team believes the need for these private companies to enter the public markets sooner rather than later has increased. Going public provides the company with a liquid currency for M&A opportunities, employee equity program for talent recruiting and retention and proper corporate mentorship and, potentially, governance from experienced former public company executives. We believe this current market dynamic creates a constructive opportunity for our management team to explore an initial business combination with a target. Management Team We believe our management team is well positioned to identify and evaluate businesses within the technology industry that would best benefit from our skillset and access to the public markets. Our management team has a demonstrated track record of executing and integrating successful M&A together, serving as the leadership team and on the board of directors at Brocade Communication Systems ( Brocade formerly NASDAQ: BRCD). Under our team s leadership, Brocade executed 6 acquisitions and integrations (Vyatta, Vistapointe, Riverbed (asset purchase), Connectem, Ruckus, Stackstorm) and 6 divestitures and culminated in the sale of Brocade to Broadcom Corporation (NASDAQ: AVGO), or Broadcom , for $5.9 billion enterprise value. We believe that our management team s historical track record of growing and operating public technology companies and experience in acquiring and integrating companies will create a compelling partnership with a target in an initial business combination. Our team comprises the following: Lloyd Carney, our Chief Acquisition Officer, has spent over 30 years in the technology industry. In 2018, Mr. Carney founded and served as Chief Executive Officer and director of ChaSerg Technology Acquisition Corp. (formerly NASDAQ: CTAC), a blank check company formed for the purpose of effecting a business combination. CTAC completed its initial public offering in October 2018, generating gross proceeds of $220 million. In March 2020, CTAC consummated its initial business combination with Grid Dynamics Holdings, Inc. (NASDAQ: GDYN) or Grid Dynamics. Grid Dynamics is a leader in driving enterprise-level digital transformation in the Fortune 1000, developing next generation solutions in artificial intelligence, data science, cloud computing, Big Data and DevOps to accelerate enterprise digitization for its clients across the financial, technology and retail sectors. Investors in ChaSerg Technology Acquisition Corp. s initial public offering who held the stock and warrants through March 5, 2020, the closing date of the initial business combination, saw a total return of approximately 34% compared to approximately 4% return in S&P500 and approximately 11% return in NASDAQ Composite during the same period. Following the merger of CTAC with Grid Dynamics, Mr. Carney became Chairman of the Board of the combined company. As Chairman, Mr. Carney has helped Grid Dynamics by advising on corporate strategy and governance, providing business development opportunities, and enhancing investor relations efforts with Wall Street. Mr. Carney started his career at Wellfleet and Nortel Networks where he rose to become division president. Mr. Carney then joined Juniper Networks, Inc. (NYSE:JNPR) as Chief Operating Officer, where he oversaw the engineering, product management and manufacturing divisions. Thereafter Mr. Carney was named Chief Executive Officer of Micromuse Inc. (NASDAQ: MUSE), an enterprise and telecom network management company. Mr. Carney led the sale of Micromuse to IBM for $865 million. Following the transaction, Mr. Carney stayed at IBM to ensure a smooth transition. Mr. Carney then became the Chief Executive Officer of Xsigo Systems, a data center networking company, until its sale to Oracle. Subsequently, Mr. Carney was named Chief Executive Officer of Brocade, which was sold to Broadcom for $5.9 billion. Mr. Carney is a member of the board of directors at Visa, 3 Table of Contents Inc. (NYSE: V), a leading digital payments company, and chairs the Audit and Risk Committee; the Chairman of the board of directors at Nuance Communications, an AI-enabled communication company (NASDAQ: NUAN); a member of the board of directors of Vertex Pharmaceuticals, Inc., a global biotechnology company (NASDAQ: VRTX); and the Chairman of the board of directors at Grid Dynamics, as described above. David Roberson, our Chief Executive Officer and Chief Financial Officer as well as nominee for Chairman of the Board, has more than 30 years of senior executive experience in the technology industry. Mr. Roberson served as Senior Vice President, Enterprise Servers, Storage and Networking at Hewlett-Packard Company, responsible for a $4 billion business line and 6,000 employees. Under his leadership of the business line, Mr. Roberson presided over the acquisition of LeftHand Networks, IBRIX and 3PAR. Prior to Hewlett-Packard, Mr. Roberson served as Chief Executive Officer of Hitachi Data Systems Corporation ( HDS ). Over Mr. Roberson s 26 year tenure at HDS, he helped transform the company from a mainframe focused provider into a leader in the storage market. After his tenure with HP, Mr. Roberson has been a business advisor and mentor to technology companies. Mr. Roberson currently serves as the Chief Executive Officer of RoseRyan, a Silicon Valley based accounting and financial advisory firm that provides professional service solutions to public and private companies, including a number of pre-IPO technology companies. Mr. Roberson also brings a wealth of experience from serving on the boards of technology companies, including Spansion Corporation (formerly NYSE: CODE), Integrated Device Technology Corporation (formerly NASDAQ: IDTI), International Game Technology Corporation (NYSE: IGT), Quantum Corporation (NASDAQ: QMCO) and Brocade. While serving as a director and Chairman of the Corporate Development Committee at Brocade, in partnership with Mr. Carney, Mr. Roberson oversaw the company s sale to Broadcom. Mr. Roberson previously served on the board of Raging Wire, a leading provider of wholesale data centers for top enterprises and cloud companies and a platform subsidiary of the NTT Communications group and currently serves as the Chairman of Push Technology, a private technology company focused on data delivery for web, mobile and Internet of Things ( IoT ) applications. Gale England, our President and a director nominee, has more than 35 years of experience in the technology industry. Mr. England served as Chief Operating Officer and Senior Vice President, Worldwide Operations at Brocade where he oversaw engineering, manufacturing and supply chain, procurement, intellectual property and information technology. During his time at Brocade, Mr. England, in partnership with Mr. Carney and Mr. Roberson, oversaw the acquisition or asset purchase and integration of six companies including Vyatta Inc., Vistapointe Networks, Riverbed, Connectem Inc., Steel App and Ruckus Wireless, and the divestitures of six business units in connection with the Broadcom acquisition of Brocade. Mr. England was most recently a General Partner at Thomson Kelvin Capital, a venture capital firm focused on disruptive technology businesses in the United States and Asia. Mr. England also served as Chief Manufacturing/Supply Chain Officer at Carbon, a digital manufacturing company, where he was responsible for overseeing all of its operations, ensuring the company meets productivity, efficiency and growth targets. Prior to his tenure at Brocade, Mr. England was Senior Vice President, Global Operations and Quality at Grass Valley, LLC, where he led the rollout of services and technology designed to improve the company s manufacturing, ordering, logistics, supply chain and quality processes. Earlier in his career, Mr. England served in senior executive and operating positions at Sonus Networks, Nortel Networks, Bay Networks and Wellfleet Communications alongside Mr. Carney and members of the board of directors. Mr. England also currently serves as a director at Torii Technologies, a governance, risk management and compliance (GRC) solutions provider. This is a diverse board and executive team, one that reflects not just gender and racial diversity but also diversity of experience. Additionally, it is a team that has been committed, individually and collectively, to diversity, equality and inclusion in our companies and careers, working to develop and mentor other professionals and improve diversity and equality metrics through strategic hiring and promotion. The board will include: Lieutenant General (Ret.) Robert Ferrell, one of our director nominees, served 38 years in the U. S. Army. His final assignment was as Chief Information Officer overseeing an annual budget of $10.5 billion and responsible for setting strategic direction and objectives for the Army network that serviced over 1.2 million people. Lieutenant General (Ret.) Ferrell previously commanded the U.S. Army Communications-Electronics Command and served as Director, Command and Control, Communications and Computer Systems, U.S. Africa Command. He currently serves as Vice President, Public Sector Strategy at World Wide Technology, Inc, a technology solution provider. Carol Goode, one of our director nominees, is a multifaceted business executive with over 35 years of experience. During her career, she has led due diligence, talent assessment and integration/divestiture efforts in over 20 M&A transactions. Ms. Goode previously served as Senior Vice President and Chief Human Resources Officer at Brocade Communications, overseeing Brocade s 6,000-person global workforce. Ms. Goode currently serves 4 Table of Contents on the Board of Directors for Science Applications International Corp (NYSE; SAIC), a government services and information technology support company, and is a member of its Human Resources & Compensation Committee and the Nominating & Governance Committee. Ms. Goode also recently served on the Board of Directors for WageWorks (NYSE: WAGE), an online administrator of consumer directed benefits. Ellen O Donnell, one of our director nominees, is a global business executive with over 20 years of experience in leading in-house legal teams. Ms. O Donnell previously served as Senior Vice President, General Counsel and Chief Compliance Officer at McAfee, where she was responsible for global legal, privacy, government affairs and compliance matters. While at McAfee, Ms. O Donnell worked to mature governance processes and drive public company readiness and was co-lead of McAfee s COVID-19 Response Team. Prior to McAfee, Ms. O Donnell served as Senior Vice President and General Counsel at Brocade Communications. During her tenure at Brocade, Ms. O Donnell led teams that completed 11 M&A transactions and a China-based joint venture and was instrumental to the success of the CFIUS and Antitrust regulatory approval processes in connection with the sale of Brocade to Broadcom. Prior to Brocade, Ms. O Donnell served as Senior Vice President and General Counsel at Micromuse with Mr. Carney as its Chief Executive Officer and in leadership positions at LucasArts and VeriFone. Past performance of our management team and advisors is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team or advisors as indicative of our future performance. Additionally, in the course of their respective careers, members of our management team have been involved in businesses and deals that were unsuccessful. Some of our officers and directors have not had experience with blank check companies or special purpose acquisition companies in the past. In addition, our executive officers, directors, and advisors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. For a list of our executive officers, directors, advisors and entities for which a conflict of interest may or does exist between such persons and the company, as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under Management Conflicts of Interest . Our Mission Our goal is to consummate an initial business combination with a high-performing technology company with valuation at greater than $1 billion. By leveraging our management s track record, extensive industry experience, and deep personal and professional networks, we bring substantial and symbiotic benefits to an acquired company. The benefits we offer to a target company encompass, but are not limited to the following: Expertise in building successful companies: Our management team has significant experience leading private and public technology companies. They have thrived in not only identifying disruptive innovations, but also expanding their global presence and improving product market fit, while recruiting and mentoring talent and driving public company readiness. Creating top-notch boards: Our Chief Acquisition Officer, Chief Executive Officer, President, directors, and advisors have served on more than 40 public and private boards, both within and outside the technology sector. They have managed acquisitions, improved global growth, and navigated complicated governance challenges while on these boards. Understanding and leveraging the benefits of being a public company: As a public company, we can offer numerous benefits to stakeholders. These include, but are not limited to, (i) more liquid equity, which can be leveraged for growth and accretive acquisitions, (ii) greater visibility and branding among customers, (iii) enhanced access to debt and equity capital markets, and (iv) more tangible incentives for employee stock compensation, which are critical for attracting and retaining top talent for technology companies. Acquisition Criteria We plan to proactively and aggressively search for potential business combination candidates using the relationships of our management team and advisors with technology company executives, venture capitalists and private equity firms. We believe this direct sourcing method will allow us to identify actionable business combination opportunities efficiently and effectively. 5 Table of Contents We have identified the following criteria that will serve as guidelines for evaluating acquisition opportunities, which we expect to apply during our search. All are indicators of compelling growth potential. The attributes we most strongly seek include the following: Industry: We will focus on the technology industry, where we have deep and sustained knowledge and expertise. We believe our management team s extensive experience in tech enables us to scout and evaluate a potential target quickly in order to secure favorable terms, as well as plan post-transaction operational improvements; Size: We intend to focus on sizable companies with proven business models, sufficient trading liquidity post-closing of initial business combination and long-term risk adjusted return potential; Market opportunity: We intend to select investments in industry segments that have strong long-term growth prospects and significant overall size and potential; Growth over near-term profitability: We intend to invest in companies that possess sustainable competitive advantages and strong unit economics, while still promising substantial room for growth; Opportunity for operational improvement: We will seek companies that are stable but would also benefit from the infusion of our management skills and experience. This mentoring will drive improvements in the company s processes, as well as its go-to-market and overall execution strategy; Strong management: We intend to seek companies with strong management teams already in place. We will spend significant time assessing a company s leadership and culture, and maximizing its efficiency over time; Will benefit from being public: We intend to seek targets that can inherently benefit from a public listing. These inherent benefits include acquisition currency, greater visibility and branding among customers, enhanced access to debt and equity capital markets, and more tangible incentives for employee stock compensation; Maturity: We intend to focus on companies that have adequate processes and could readily operate in the public markets with strong governance, controls and reporting in place; Appropriate valuations: We intend to be a rigorous, criteria-based, disciplined, and valuation-centric investor. We intend to acquire a target on terms that we believe provide significant upside potential with limited risk. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission. We may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination. We intend to acquire a company with an enterprise value significantly above the net proceeds of this offering and the sale of the placement units. Depending on the size of the transaction or the number of public shares we become obligated to redeem, we may potentially utilize several additional financing sources, including but not limited to the issuance of additional securities to the sellers of a target business, debt issued by banks or other lenders or the owners of the target, a private placement to raise additional funds, or a combination of the foregoing. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient to meet our obligations or our working capital needs, we may need to obtain additional financing. 6 Table of Contents Initial Business Combination NASDAQ rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act . Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of NASDAQ s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Our Business Combination Process In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), in-depth assessment of the management talent, on-site inspection of facilities and assets, discussion with customers and suppliers, assessment of the organization readiness for public company status, legal reviews and other reviews as we deem appropriate. We will also utilize the expertise of our management team in analyzing technology companies and evaluating operating projections, financial projections and determining the appropriate return expectations given the risk profile of the target business. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view. Each of our officers and directors presently has fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, 7 Table of Contents he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Members of our management team may become officers or directors of other special purpose acquisition companies before we have entered into a definitive agreement regarding our initial business combination. Corporate Information Our executive offices are located at 533 Airport Blvd, Suite 400, Burlingame, CA 94010, and our telephone number is (619) 736-6855. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th. 8 Table of Contents The Offering
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001823767_lux_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001823767_lux_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7e5d607156e0c9861ed54f67d11a315855b7dc5c
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001823767_lux_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to we, us, our, company or our company are to Lux Health Tech Acquisition Corp., and references to: amended and restated certificate of incorporation refers to our second amended and restated certificate of incorporation to be entered into at the closing of this offering; common stock are to our Class A common stock and our Class B common stock, collectively; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in connection with our initial business combination including but not limited to a private placement of equity or debt; forward purchase agreement are to the agreement providing for the sale of shares of our Class A common stock and forward purchase warrants to the Lux Ventures VI Entities in a private placement to occur concurrently with the closing of our initial business combination; forward purchase securities are to the forward purchase shares and forward purchase warrants; forward purchase shares are to shares of our Class A common stock to be issued to the Lux Ventures VI Entities pursuant to the forward purchase agreement; "forward purchase unit" are to one forward purchase share and one-third of one forward purchase warrant; forward purchase warrants are to warrants to purchase shares of our Class A common stock to be issued to the Lux Ventures VI Entities pursuant to the forward purchase agreement; forward transferees are to any entity to which either of the Lux Ventures Entities transfers any portion of their obligation to purchase the forward purchase securities under the forward purchase agreement; founder shares are to shares of our Class B common stock initially issued to our sponsor in a private placement prior to this offering and the shares of our Class A common stock that will be issued upon the automatic conversion of the shares of our Class B common stock at the time of our initial business combination (for the avoidance of doubt, such shares of our Class A common stock will not be public shares ); initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering; Lux are to Lux Capital, a leading venture capital firm that invests in emerging science and technology ventures; management or management team are to our executive officers and directors; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public stockholder will only exist with respect to such public shares; public warrants are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and to any private placement warrants or warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or officers or directors (or permitted transferees) following the consummation of our initial business combination; specified future issuance are to an issuance of a class of equity or equity-linked securities to specified purchasers that we may determine to make in connection with financing our initial business combination; The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 22, 2020 PRELIMINARY PROSPECTUS Lux Health Tech Acquisition Corp. $300,000,000 30,000,000 Units Lux Health Tech Acquisition Corp. is a newly incorporated blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to focus our search for a target business at the intersection of the healthcare and technology industries. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 4,500,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described herein. If we have not completed an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Lux Encore Sponsor, LP (our sponsor ), has committed to purchase an aggregate of 5,333,333 warrants (or 5,933,333 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Our initial stockholders, which include our sponsor, currently own an aggregate of 8,625,000 shares of our Class B common stock (up to 1,125,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised and excluding any adjustment to the outstanding). We refer to these shares of our Class B common stock as the founder shares throughout this prospectus. The shares of Class B common stock will automatically convert into shares of Class A common stock on the first business day following the completion of our initial business combination, on a one-for-one basis, subject to adjustment as provided herein. Prior to our initial business combination, only holders of shares of our Class B common stock will be entitled to vote on the appointment of directors. We have entered into a forward purchase agreement pursuant to which Lux Ventures VI, L.P. and Lux Ventures VI Sidecar, L.P. (together, the Lux Ventures VI Entities ) have agreed to purchase an aggregate of up to 1,500,000 units (the forward purchase units ), each unit consisting of one share of our Class A common stock (the forward purchase shares ) and one-third of one warrant to purchase one share of our Class A common stock (the forward purchase warrants ), for $10.00 per unit, or an aggregate maximum amount of $15,000,000, in a private placement that will close simultaneously with the closing of our initial business combination. The forward purchase warrants will have the same terms as the private placement warrants so long as they are held by the Lux Ventures VI Entities or their permitted transferees, and the forward purchase shares will be identical to the shares of Class A common stock included in the units being sold in this offering, except the forward purchase shares will be subject to transfer restrictions and certain A LETTER FROM OUR TEAM At Lux, we partner with iconoclastic inventors challenging the status quo and the laws of nature to bring their futuristic ideas to life. We make long-term bets on contrarians and outsiders. We believe the next generation of industrialist titans will be scientists, technologists and inventors. Lux backs mission-driven entrepreneurs who possess an exceedingly rare intellect, a creative imagination and a radical vision. They are driven by the notion that science is the great equalizer. They thrive in chaos. They are extraordinarily resilient. They work and play with knife-wielding robots, deadly lasers and contagious bacteria. Our goal is to accelerate the widespread adoption of the most promising creations. We make big bets on scientific and technological breakthroughs that have the potential for truly radical change. Counter-conventional ideas are our specialty. We rely on the wisdom and energy of entrepreneurs not politicians. We are long on human ingenuity, not government rationality. Beyond the macro trends, we re most optimistic about technology as a means of progress because of the fervent, determined, ambitious, adaptable, and purposeful founders. Darwin is misquoted: it is not the survival of the fittest but of the most adaptable, who can excel amidst unknowable futures and rapidly changing situations. We contend the future is already here, it s just unevenly distributed. Our raison d etre, our purpose, is the profitable pursuit of distributing that future from the concentrated minds of our nation s top entrepreneurs and scientists at leading research institutions to customers throughout the world to public shareholders who will participate in value and wealth creation. Lux has a strong 20-year track record, with more than 130 active investments, that will provide Lux Health + Tech with a pronounced advantage in accessing the highest quality management teams and acquisition opportunities across healthcare and technology. We also contend that big problems need big breakthroughs. Solving the most pressing challenges facing the healthcare industry requires bringing new, science-based breakthroughs and innovations to market. We invest in transformative companies that bridge multiple disciplines. The problems they address are often life-threatening and industry-defining with enormous global market opportunities. The innovators and inventors who crack the scientific code to address these problems will create indispensable products, open new markets, disrupt incumbents, and build a new wave of multi-billion dollar platforms. We believe: matter matters. The innovations that grow economies are the atoms of deep technology, derived from breakthroughs in physics, biology, chemistry, electronics, materials, engineering and computation. While making predictions about the future is often a futile exercise, we hold that the best way to predict the future is to invent it. And the people inventing the future are the very innovators, scientists and business builders that Lux finds, funds and fosters. We are relatively indifferent to short-term vicissitudes and volatility of the market and long on the inexhaustible forces of human ingenuity and long-term technological trends. While running with the herd for most of our evolutionary past ensured survival, in modern investing it ensures mediocrity. Lux seeks a variant perception a differing view. If we can t figure out where the herd is wrong, what they re missing, or why they re ignoring what we see, then we know we risk sitting at the poker table unable to spot the patsy. By having a variant perception, we can establish crucial relationships with critical thought leaders and visionaries. And this is why we believe the opportunity exists for Lux Health + Tech to thrive finding the most attractive high-growth investment at the intersection of healthcare and cutting edge technology. Our name, Lux, is Latin for light. As in: we strive to shine a light on the unknown, the unseen and the misunderstood. It is in those dark places where you make the most meaningful discoveries. It s also where we want to shine a spotlight on the technology and technologists making the most meaningful discoveries. Although there can be no assurance that we will acquire a company that meets all of the above criteria, including because we are not limited to evaluating target businesses in the healthcare and technology industries as discussed in the Risk Factors section of this prospectus on page 34, we expect this offering will enable us to creatively partner with a high-quality, high-growth company, bring it into the public light, and more purposefully drive significant impact. Peter H bert & Josh Wolfe Co-Founders and Managing Partners, Lux Capital Peter H bert and Josh Wolfe are Co-founders and Managing Members, Lux Venture Partners VI, LLC, the general partner of the controlling owners of Lux Health Tech Acquisition Corp.'s sponsor. sponsor are to Lux Encore Sponsor, LP, a Delaware limited partnership, in which certain of our officers and directors are beneficial owners; and warrants are to our warrants, which include the public warrants as well as the private placement warrants. Each unit consists of one share of our Class A common stock and one-third of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. registration rights, as described herein. Any forward purchase warrant held by a holder other than the Lux Ventures VI Entities or their permitted transferees will have the same terms as the warrants included in the units being sold in this offering. Currently, there is no public market for our units, shares of our Class A common stock or warrants. We have applied to have our units listed on the Nasdaq Capital Market ( Nasdaq ) under the symbol LUXAU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC ( Credit Suisse ) informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ) containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols LUXA and LUXAW, respectively. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 34 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 300,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 16,500,000 Proceeds, before expenses, to Lux Health Tech Acquisition Corp. $ 9.45 $ 283,500,000 (1) Includes $0.35 per unit, or $10,500,000 (or up to $12,075,000 if the underwriters over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only upon the completion of an initial business combination, as described in this prospectus. See the section of this prospectus entitled Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $300.0 million or $345.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company, acting as trustee, and approximately $2.0 million will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes as well as expenses relating to the administration of the trust account, the funds held in the trust account will not be released until the earliest to occur of: (a) the completion of our initial business combination; (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to stockholders rights or pre-initial business combination activity; and (c) the redemption of all of our public shares if we have not completed our initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Sole Book-Running Manager Credit Suisse Lead Manager Stifel , 2020 PROPOSED BUSINESS We are a newly incorporated blank check company incorporated in September 2020 as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We intend to capitalize on the ability of our management team to identify, acquire and operate a business at the intersection of the healthcare and technology industries, though we reserve the right to pursue an acquisition opportunity in any business or industry. Our Sponsor and Competitive Advantages Our sponsor is Lux Encore Sponsor, LP, a Delaware limited partnership owned by Lux Ventures VI, L.P. ( LV6 ), a Delaware limited partnership, and Lux Ventures VI Sidecar, L.P. ( LV6 Sidecar and, together with LV6, the Lux Ventures VI Entities ), a Delaware limited partnership. Lux Venture Partners VI, LLC ( LVP6 ), a Delaware limited liability company, is the sole general partner of both LV6 and LV6 Sidecar. Peter H bert and Josh Wolfe serve as the sole managing members of LVP6. We refer to LVP6 herein, collectively with its affiliates (including, but not limited to LV6 and LV6 Sidecar), as Lux. Lux is a leading venture capital firm, based in New York and Silicon Valley, with more than $2.4 billion under management. The firm invests in emerging science and technology ventures. Lux has a 20-year investment track record, with more than 130 active investments. Some of Lux s prior investments in the private market include: Auris Health (flexible and surgical robotic intervention), which was acquired by Johnson & Johnson for up to $5.75 billion, including consideration of milestone payments; CTRL-Labs (wearables technology and neuroscience), which was acquired by Facebook; Recursion (machine learning, robotics, and drug discovery); Avail Medsystems (telepresence, remote collaboration, and medical technology); Kallyope (sequencing, bioinformatics, neural imaging, molecular biology, and human genetics); Science 37 (digital technologies and clinical trials); and Strateos (robotics, automation, and life sciences). These investments and others have allowed Lux to gain access to the highest quality management teams and acquisition opportunities, which we believe will be important in identifying potential business combination targets. Our management team believes that its market reputation and experience, proactive approach to sourcing transactions and extensive network of relationships at the intersection of healthcare and technology will provide a substantial number of proprietary business combination opportunities. The network of our management team has grown through their activities in sourcing, financing, merging and acquiring businesses, developing relationships with sellers, financing sources and target management teams and executing transactions under varying economic and financial market conditions. Our management team s research-oriented, data-intensive process has historically resulted in proactively identifying trends, finding opportunities, including opportunities that may not be broadly marketed, and executing transactions ahead of potential competitors. Our management team also believes that its sector expertise and broad network of relationships will allow it to add significant value to the combined business following an initial business combination. We expect to assist the post-business combination entity in continuing its growth trajectory for many years to come. We expect to collaborate with management on a number of initiatives, including, but not limited to, active board participation, strategic and capital markets advice and recruitment of talent. We believe our track record of success and support of management teams will make us a partner of choice for high-quality healthcare and technology businesses. Our Management Team and Board of Directors Our management team and board of directors will be led by Peter H bert, our Chairman. Josh DeFonzo will serve as our Chief Executive Officer, and a member of our board of directors. Segolene Scarborough will serve as our Chief Financial Officer and Treasurer. We expect Dr. Bijan Salehizadeh, Senator Joseph Robert Bob Kerrey and Dr. Fred Moll to join our board of directors at the closing of this offering. Mr. Peter H bert is a co-founder and managing partner of Lux and oversees Lux s investments at the intersection of technology and medical devices, including Auris Health, which was acquired by Johnson & Johnson, and Avail Medsystems. Mr. Josh DeFonzo is a former President at Johnson & Johnson (Robotics & Digital Solutions), the former Chief Operating Officer of Auris Health, and a former Chief Commercial Officer of CareDx (NASDAQ: CDNA). Ms. Segolene Scarborough is the Chief Financial Officer at Lux Capital, a former controller at Sequoia Capital, and a former senior manager at Pricewaterhouse Coopers. Dr. Bijan Salehizadeh is an experienced investor in medical technology and the co-founder and managing director of healthcare private equity firm NaviMed Capital. He is a former general partner of Highland Capital Partners, a former executive of Medtronic and a former member of the boards of directors of Auris Health and Hyperion Therapeutics, which was acquired by Horizon Therapeutics. Senator Joseph Robert Bob Kerrey is a managing director of the investment banking firm Allen & Company, past President of the New School and has served as U.S. Senator from Nebraska and as Governor of Nebraska. Senator Kerrey is also the lead director of Tenet Healthcare Corporation and is a board member of three private companies: Imagen, Intarcia, and Monolith Energy. He is also a former member of the board of directors of Auris Health. Dr. Fred Moll is an experienced executive in the medical technology industry, and was the co-founder, Chairman and Chief Executive Officer of Auris Health prior to the company being acquired by Johnson & Johnson. He is currently Chief Development Officer for Johnson & Johnson Medical Device Companies. He is the co-founder of several companies, including Hansen Medical, Intuitive Surgical, EndoTherapeutics, and Origin MedSystems. Dr. Moll currently serves on the board of directors of IntersectENT and Shockwave Medical. Our management team s and board of directors efforts to source, diligence and negotiate an initial business combination will be supported by Lux s ten-person investment team, which has a wide range of interdisciplinary technical, strategic and financial skills. Members of our management team and board of directors are not required to commit any specific amount of time to our affairs, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any member of our management team will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process. Accordingly, our officers and directors may have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Industry Opportunity While we may acquire a business in any industry, our focus will be on the intersection of the healthcare and technology industries. We believe these industries are attractive for a number of reasons: Large addressable market. Total U.S. national health expenditure was $3.6 trillion in 2018 and, according to the Centers for Medicare & Medicaid Services, is projected to grow at an average annual rate of 5.4% between 2019 and 2028 reaching $6.2 trillion. Convergence of technology with healthcare. The marriage between healthcare and technology has the potential to impact everything from how patients interact with care providers, to how diagnostic data is obtained and analyzed, to how intervention is recommended and executed, to how outcomes are measured and quantified. Technologies ranging from teleoperated devices, to wearable sensors, to machine learning and artificial intelligence are arming patients and healthcare providers with tools to make better and quicker clinical decisions. Our management team s experience has demonstrated that unmet needs in healthcare addressed by technology may generate substantial returns over time. Favorable macroeconomic trends. Favorable global demographics, including the increasing percentage of the population that is aged 65 and older, penetration opportunities in developed markets, and expanding access to healthcare in emerging markets all provide opportunities for healthcare companies that are able to reduce costs and improve quality of care. Limited competition. Our management team believes that the complexity and technical nature of the healthcare industry, which requires specialized scientific, regulatory, and political knowledge and relationships, will further limit competition and increase barriers to entry. Acquisition Criteria Our acquisition strategy is to complete a business combination that will create value for our shareholders over time. We plan to identify a high-quality private company at the cutting edge of healthcare (including those focused on, but not limited to devices, diagnostics, information technology, and supplies utilized in hospital, physician office, home health, personal health, nursing, and other healthcare environments) and technology (including, but not limited to artificial intelligence, augmented and virtual reality, automation, biomaterials, connected devices and internet of things, data sciences, imaging, nanotechnology, and three-dimensional printing). We will be guided by the desire to solve important, consequential, and valuable problems, and will focus on three types of opportunities: Thesis driven. Variant perception, scientific breakthroughs, and emerging trends. People driven. Serial entrepreneurs, acclaimed scientists, and trusted partners. Special situations. Sector dislocations and corporate spin-offs. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal, regulatory and other information which will be made available to us. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion that our initial business combination is fair to our company from a financial point of view from either an independent investment banking firm that is a member of the Financial Industry Regulatory Authority ( FINRA ) or an independent accounting firm. Members of our management team may directly or indirectly own our common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Delaware law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to identify and pursue business combination opportunities or to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a target business, nor have they had any discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Lux is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our company and we will not consider a business combination with any company that has already been identified to Lux as a suitable acquisition candidate for it, unless Lux, in its sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Initial Business Combination In accordance with Nasdaq listing rules, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of fair market value test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of fair market value test, as well as the basis for our determinations. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent valuation or appraisal firm with respect to satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board of directors is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the target company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board of directors determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of fair market value test, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our stockholders. However, if required under applicable law, any proxy statement that we deliver to stockholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test. If the initial business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001823776_h-i-g_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001823776_h-i-g_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0e9aef6f35266f856941b2b603f737c5c5b38b60
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001823776_h-i-g_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and article of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); H.I.G. Capital are to H.I.G. Capital, L.L.C. and its affiliates, other than the company and the sponsor; initial shareholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors (including our directors nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; sponsor are to H.I.G. Acquisition Advisors, LLC, a Cayman Islands limited liability company; and we, us, our, company or our company are to H.I.G. Acquisition Corp., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 15, 2020 PRELIMINARY PROSPECTUS $325,000,000 H.I.G. Acquisition Corp. 32,500,000 Units H.I.G. Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 4,875,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, H.I.G. Acquisition Advisors, LLC, has agreed to purchase 5,666,667 warrants (or 6,316,667 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. Our initial shareholders currently own 9,343,750 Class B ordinary shares, up to 1,218,750 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the election of directors. Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol HIGA.U. We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on the NYSE under the symbols HIGA and HIGA WS, respectively, on the 52nd day following the date of this prospectus unless the underwriters permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 34 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $325,000,000 Underwriting discounts and commissions(1) $0.55 $17,875,000 Proceeds, before expenses, to us $9.45 $307,125,000 (1) Includes $0.35 per unit, or $11,375,000 in the aggregate (or $13,081,250 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $325,000,000, or $373,750,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S. based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Book-Running Managers Credit Suisse Morgan Stanley BofA Securities The date of this prospectus is , 2020 Table of Contents General Our Company We are a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. While we may pursue an acquisition opportunity in any business industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and manage a market-leading business that may provide opportunities for attractive risk-adjusted returns. We believe the expertise of our management team will allow us to identify potential acquisition targets with attractive risk-adjusted returns across a diverse set of industries and geographies. Furthermore, we believe that our management team is positioned to drive ongoing value creation post-business combination, as our team has done with investments in the healthcare, technology, media and telecommunications, services, industrial, consumer and other sectors over time. Our sponsor is an affiliate of H.I.G. Capital, a leading global alternative asset manager active in private equity, growth equity, credit and real asset strategies. Through our affiliation with H.I.G. Capital, we intend to capitalize on the ability of H.I.G. Capital s multi-sector platform. Given H.I.G. Capital s global reach and experience across industries, we believe our team has the required investment, operational, diligence and capital raising expertise, as well as relationships with financing, deal sourcing and advisory counterparties to effect a business combination with an attractive target and to position it for long-term success in the public markets. We intend to identify and acquire a business that complements the experience and expertise of our management team and H.I.G. Capital. We believe that we are well positioned to capitalize on the significant volume of transaction opportunities that H.I.G. Capital consistently generates but is not currently pursuing via its existing strategies and vehicles. H.I.G. Capital has in the past declined to pursue potential investment opportunities that offered attractive risk-adjusted returns that would have been relevant to our acquisition strategy because those opportunities were not within size parameters of H.I.G. Capital s existing funds. H.I.G. Capital s deep industry experience and historical success of value creation in businesses position us well to identify, evaluate, and manage these larger businesses. By leveraging the management team s extensive operating expertise, we believe we can identify critical value creation drivers needed to help companies realize their full potential. H.I.G. Capital H.I.G. Capital was founded in 1993 by Sami Mnaymneh and Tony Tamer, each of whom are currently Co-CEOs of H.I.G. Capital. As of August 31, 2020, H.I.G. Capital managed approximately $40 billion of capital under management, or aggregate capital commitments of private funds and accounts, across multiple investment fund strategies, including private equity, growth equity, credit and real assets. With offices in the U.S. (Miami, New York, Boston, Los Angeles, Stamford, San Francisco, Dallas, Chicago and Atlanta), Europe (London, Paris, Hamburg, Luxembourg, Madrid and Milan) and Latin America (Rio de Janeiro, Sao Paolo and Bogota), H.I.G. Capital s approximately 425 dedicated investment professionals bring a depth of experience and skills across a broad range of industries and transaction types. Since its founding in 1993, H.I.G. Capital has executed over 1,000 investments and managed more than 380 companies worldwide. Over its 27-year history, H.I.G. Capital has maintained a successful investment track record across multiple investment cycles and changing macroeconomic environments, including two recessions, Table of Contents the September 11 attacks and the financial crisis of 2008. H.I.G. Capital identifies intrinsic value creation drivers needed to help companies realize their full potential, including implementing impactful operational efficiency improvements, significantly scaling the business through acquisitions, strategically repositioning the business, and investing capital and other resources to increase capabilities and expand market penetration. By identifying, executing and integrating accretive acquisitions and financing them efficiently, H.I.G. Capital s investment professionals work to help businesses further cement their market leadership position. H.I.G. Capital s investment professionals collaborate with management to optimize the go-to-market strategy and cost structure, assist in diversifying into ancillary products and markets and divest non-core businesses. H.I.G. Capital s investment professionals collaborate with management to streamline and prioritize strategic initiatives and establish detailed and consistent frameworks to track the progress of such initiatives. H.I.G. Capital s strong multi-decade track record of generating industry-leading returns is a function of its systematic investment selection process centered around its investment committees, which review all of H.I.G. Capital s deals across all strategies, applying consistent criteria to evaluate risks and upsides in every investment and benefitting from years of accumulated pattern-recognition experience of H.I.G. Capital s key decision makers: firm co-founders Mr. Mnaymneh and Mr. Tamer and firm co-presidents Rick Rosen and Brian Schwartz. The investment our blank check company will eventually make will be subjected to the same rigorous review process led by the same key individuals who stand at the heart of H.I.G. Capital s success to date. Our Board and Management Brian Schwartz serves as our Chief Executive Officer and on our board of directors. Mr. Schwartz is Co-President of H.I.G. Capital. He joined H.I.G. Capital in 1994. In his current position, along with Co-President Rick Rosen, he helps run the day-to-day operations of the firm and sits on the investment committees for all H.I.G. Capital funds. Prior to this role, Mr. Schwartz held a number of leadership positions at the firm, as well as having led the acquisition of 25 platform investments in a variety of industries. Prior to joining H.I.G. Capital, Mr. Schwartz worked in PepsiCo s strategic planning group. His responsibilities included managing strategic acquisitions for PepsiCo and evaluating new business opportunities. Mr. Schwartz began his career with the investment banking firm of Dillon, Read and Co., where he split his time between the corporate finance group and certain private equity funds. Mr. Schwartz earned his M.B.A. from Harvard Business School and his B.S. with honors from the University of Pennsylvania. Rob Wolfson serves as our President and on our board of directors. Mr. Wolfson is an Executive Managing Director and the Head of the H.I.G. Capital Advantage Buyout Fund (the Advantage Fund ), as well as the Head of U.S. Healthcare. Mr. Wolfson joined H.I.G. Capital in 2005. Prior to leading the Advantage Fund, Mr. Wolfson spent almost 12 years as a Managing Director leading transactions across multiple H.I.G. Capital strategies. Mr. Wolfson has worked with companies in a variety of industries, with a focus on healthcare, business services, and technology. In addition to the responsibilities mentioned above, Mr. Wolfson brings investment and operating experience across many industries. Prior to H.I.G. Capital, Mr. Wolfson was an executive at IPWireless, a wireless infrastructure provider. Mr. Wolfson began his career as a consultant with LEK Consulting, a leading worldwide strategy consulting firm where he worked with Fortune 500 companies, private equity firms and private equity portfolio companies. Mr. Wolfson earned his M.B.A. from Harvard Business School and his undergraduate degree, cum laude, from Northwestern University. Timur Akazhanov serves as our Chief Financial Officer. He is a Managing Director of the Advantage Fund, where he focuses on investing in telecommunications, media and technology sectors, as well as tech-enabled services sectors. Mr. Akazhanov has more than a decade of experience in private equity in a broad range of industries, including technology, services, education, industrials, media and healthcare. Prior to joining H.I.G. Capital, Mr. Akazhanov was a Managing Director in the Private Equity Group at Blackstone for seven years, and before that worked at Bain Capital and McKinsey and Company. Mr. Akazhanov earned his M.B.A. from Table of Contents Harvard Business School, where he was a Baker and a Ford scholar, and his A.B. in Economics, magna cum laude, from Harvard College. Richard Siegel serves as our Vice President and General Counsel. He has been General Counsel and Chief Compliance Officer of H.I.G. Capital since 2005. He is responsible for all of the firm s legal, regulatory and compliance matters worldwide. Prior to joining H.I.G. Capital, Mr. Siegel was Vice President and Deputy General Counsel of Ryder System, a Fortune 350 global transportation and logistics company, and General Counsel of a private investment firm headquartered in Denver, Colorado. Mr. Siegel began his legal career in the New York and Melbourne, Australia offices of Sullivan & Cromwell and served as a Judicial Clerk for Andrew G.T. Moore II, of the Delaware Supreme Court. Mr. Siegel received his J.D., magna cum laude, from Georgetown University Law Center and earned a B.S. in Finance, magna cum laude, from the University of Maryland. With respect to the foregoing examples, past performance of H.I.G. Capital, the H.I.G. Capital funds and the H.I.G. Capital management team is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of H.I.G. Capital s, the H.I.G. Capital funds or our and H.I.G. Capital s management s performance as indicative of our future performance. An investment in us is not an investment in H.I.G. Capital funds. See Risk Factors Past performance by H.I.G. Capital, our management team or their respective affiliates may not be indicative of future performance of an investment in us. No member of our management team has any experience in operating special purpose acquisition companies. Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination. We believe this conflict of interest will be naturally mitigated, to some extent, by the differing nature of the acquisition targets H.I.G. Capital typically considers most attractive for H.I.G. Capital funds and the types of acquisitions that we expect to find most attractive. As a result of due diligence from the broader platform, we may become aware of a potential transaction that is not a fit for the traditional investing activities of H.I.G. Capital but that is an attractive opportunity for us. In addition to the above, our officers and directors are not required to commit any specific amount of time to our affairs, and, accordingly will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. For a complete list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. Table of Contents Business Strategy While we will not be limited to a particular industry or geographic region, given the experience of our management team and H.I.G. Capital, our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, build a company in the public markets that benefits from the expertise and capabilities of our management team and the H.I.G. Capital platform, and can thus present the best opportunity to create long-term shareholder value. Key components of our business strategy include: Leverage the H.I.G. Capital Platform to Source Acquisition Targets We plan to leverage H.I.G. Capital s extensive deal-sourcing network built over the past 27 years. This sourcing network includes the relationships of its approximately 425 investment professionals located in nine countries, approximately 25 dedicated in-house sourcing professionals in its Business Development group, senior advisors, and a proprietary database of tens of thousands of deal sourcing intermediaries. We believe the power of the H.I.G. Capital platform provides access to investment opportunities which, in many instances, may not be available to others. H.I.G. Capital s robust sourcing model includes extensive relationships that senior investment professionals have with industry experts, M&A advisors, senior operating advisors, and executives built from long tenures in the industry. H.I.G. Capital s established deal flow network also leverages a proprietary database of thousands of intermediaries that can provide unconventional sources of acquisition opportunities. H.I.G. Capital s business model allows professionals in the network to meaningfully collaborate across geographies and strategies, while leveraging the platform s deep expertise in numerous industries. Senior investment professionals across all funds partner on coverage of industry verticals, which has historically driven increased deal flow, knowledge sharing and value creation. The platform results in what we believe is differentiated market intelligence and improved quality of due diligence. We believe that leveraging the Table of Contents cumulative informational resources available through H.I.G. Capital will be a competitive advantage in identifying quality acquisition targets. Broad Experience Across Industries and Sectors We believe that in today s investing environment, deep in-house industry knowledge is essential in identifying promising investment opportunities and macroeconomic trends and building strong, effective partnerships with businesses. H.I.G. Capital has executed over 380 private equity transactions across a wide range of industries, including Software & Technology, Healthcare, Media & Telecom, Business Services, Industrials, Consumer, Food & Beverage, Chemicals, and Transportation & Logistics. We intend to apply this accumulated intellectual capital, as well as our network of former and current portfolio companies, for the purpose of selecting the best investment idea. Utilize Operating Expertise to Partner with the Acquired Business to Drive Value Creation We plan to capitalize on H.I.G. Capital s extensive operational and strategic experience to enhance the business performance. We believe that this experience will enable us to recognize inherent value in the business and, in conjunction with management, create a comprehensive business plan to realize this value. We believe that H.I.G. Capital s dedicated investment professionals have the relevant backgrounds and track records of designing and implementing effective strategic operating plans, including both operational performance improvement and topline growth, organically and through synergistic add-on acquisitions. Further, we believe that H.I.G. Capital s experience with and access to debt and equity capital markets will enhance value creation opportunities at the target company through efficient capital structure management. In addition to H.I.G. Capital s investment professionals, we will leverage the operational experience of over 200 former portfolio company executives, dedicated senior advisors, and senior in-house vertical resources across marketing, information technology, human capital and other functional areas. Upon identification of a business combination opportunity, our management team will draw on the operating expertise of H.I.G. Capital s investment professionals and advisors to conduct effective due diligence, develop and implement accretive commercial and operational initiatives, and identify and execute accretive add-on acquisitions at the target company. Unique Investment Approval Process All H.I.G. Capital investments are subject to a rigorous internal investment approval process that has been developed and fine-tuned over the course of 27 years and across over 380 private equity investments. We will follow the same process when we identify a target of interest. Over the course of a transaction, our team will meet with the same key decision makers that review H.I.G. Capital s investments multiple times to present due diligence findings, transaction structure and valuation, and investment merits and risks. H.I.G. Capital s investment professionals with relevant expertise will work closely with our team to understand and focus on the key issues, develop a transaction structure and valuation proposal. Ultimately, we will prepare a formal presentation to facilitate approval of the transaction, including valuation and terms. Final investment decision will be approved by a group of key decision makers comprised of Mr. Mnaymneh, Mr. Tamer, Mr. Rosen, Mr. Schwartz, Doug Berman, Executive Managing Director and the Head of H.I.G. Capital s U.S. Private Equity, and Mr. Wolfson. Following the completion of this offering, we will communicate with our management s network of deal sourcing relationships to articulate the parameters for our search for a potential business combination and begin the process of pursuing and reviewing potential opportunities. Table of Contents Key Investment Decision Makers Sami Mnaymneh is a Founder and Co-CEO of H.I.G. Capital. He has directed the firm s development since its founding in 1993 and approves all capital commitments made by H.I.G. Capital. Mr. Mnaymneh currently serves on the board of Columbia College and on the Dean s Council of the Harvard Law School. Prior to founding H.I.G. Capital, Mr. Mnaymneh was a Managing Director with The Blackstone Group in New York. Prior to that, he was a Vice President in the Mergers and Acquisitions department at Morgan Stanley & Co., where he devoted a significant amount of his time to leveraged buyouts, serving as senior advisor to a number of prominent private equity firms. Over the course of his career, Mr. Mnaymneh has led over 75 transactions in a wide range of industries. Mr. Mnaymneh earned his J.D. and an M.B.A., with honors, from Harvard Law School and Harvard Business School and his B.A., summa cum laude, from Columbia University, where he graduated first in his class. Tony Tamer is a Founder and Co-CEO of H.I.G. Capital. He has directed H.I.G. Capital s development since its founding in 1993 and approves all capital commitments made by the firm. Mr. Tamer has led a number of successful investments at H.I.G. Capital in both the management buyouts and growth capital arenas. He has extensive experience working with and coaching early stage and middle-market companies. Prior to H.I.G. Capital, Mr. Tamer was partner at Bain & Company, where he developed business unit and operating strategies, implemented productivity improvement initiatives, and led acquisition and divestiture activities for a number of Fortune 500 clients. Mr. Tamer has extensive operating experience that he gained from marketing, engineering and manufacturing positions at Hewlett-Packard and Sprint Corporation. Mr. Tamer earned his M.B.A. from Harvard Business School, and his Masters in Electrical Engineering from Stanford University. He earned his undergraduate degree from Rutgers University. Rick Rosen is Co-President of H.I.G. Capital. In his current position, along with Co-President Brian Schwartz, he helps lead the day-to-day operations of the firm and sits on the investment committees for all H.I.G. Capital s funds. Since joining H.I.G. Capital in 1998, Mr. Rosen has been involved in all aspects of the investment process; and has held leadership positions in several of H.I.G. Capital s funds. He also currently heads H.I.G. Capital s Middle Market Fund. Mr. Rosen has worked with companies in a variety of industries, with a focus on healthcare, business services, specialty chemicals, and niche manufacturing. Prior to joining H.I.G. Capital, Mr. Rosen worked at General Electric Company and GE Capital. As part of their Corporate Mergers & Acquisitions teams, Mr. Rosen coordinated a variety of strategic acquisitions in the financial services, plastics, medical systems, electronics, and aerospace industries. Mr. Rosen earned his M.B.A. from Harvard Business School and his undergraduate degree with honors from Stanford University. Brian Schwartz serves as our Chief Executive Officer and on our board of directors. Mr. Schwartz is Co-President of H.I.G. Capital. He joined H.I.G. Capital in 1994. In his current position, along with Co-President Rick Rosen, he helps run the day-to-day operations of the firm and sits on the investment committees for all H.I.G. Capital funds. Prior to this role, Mr. Schwartz held a number of leadership positions at the firm, as well as having led the acquisition of 25 platform investments in a variety of industries. Prior to joining H.I.G. Capital, Mr. Schwartz worked in PepsiCo s strategic planning group. His responsibilities included managing strategic acquisitions for PepsiCo and evaluating new business opportunities. Mr. Schwartz began his career with the investment banking firm of Dillon, Read and Co., where he split his time between the corporate finance group and certain private equity funds. Mr. Schwartz earned his M.B.A. from Harvard Business School and his B.S. with honors from the University of Pennsylvania. Douglas Berman is an Executive Managing Director and Head of H.I.G. Capital s U.S. Private Equity business. He joined H.I.G. Capital in 1996. In his current position, Mr. Berman oversees the day-to-day activities, and sits on the investment committees, of all of H.I.G. Capital s U.S. private equity funds. Prior to this role, he was responsible for H.I.G. Capital s Lower Middle Market buyout fund. Mr. Berman has also led the Table of Contents acquisition of more than 40 businesses for H.I.G. Capital across a wide range of industries. He began his career as a consultant at Bain & Company, where he managed a variety of projects for Fortune 1000 clients across the manufacturing, telecommunications, and financial services sectors. Mr. Berman earned his M.B.A. from The Wharton School of the University of Pennsylvania and his B.A. with honors in Economics from the University of Virginia. Rob Wolfson serves as our President and on our board of directors. Mr. Wolfson is an Executive Managing Director and the Head of the Advantage Fund, as well as the Head of U.S. Healthcare. Mr. Wolfson joined H.I.G. Capital in 2005. Prior to leading the Advantage Fund, Mr. Wolfson spent almost 12 years as a Managing Director leading transactions across multiple H.I.G. Capital strategies. Mr. Wolfson has worked with companies in a variety of industries, with a focus on healthcare, business services, and technology. In addition to the responsibilities mentioned above, Mr. Wolfson brings investment and operating experience across many industries. Prior to H.I.G. Capital, Mr. Wolfson was an executive at IPWireless, a wireless infrastructure provider. Mr. Wolfson began his career as a consultant with LEK Consulting, a leading worldwide strategy consulting firm where he worked with Fortune 500 companies, private equity firms and private equity portfolio companies. Mr. Wolfson earned his M.B.A. from Harvard Business School and his undergraduate degree, cum laude, from Northwestern University. Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective targets for our initial business combination. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more target businesses that we believe: have a defensible core business with sustainable competitive advantages and differentiated value proposition. We seek to invest in stable, profitable and predictable businesses that command leading market positions in their particular industry segment, demonstrate a differentiated value proposition, and possess a sustainable competitive advantage in products, markets or distribution. We believe these market-leading businesses offer defensible barriers to entry and are not only generally more resilient to competitive pressures, but also have the capability to generate continued revenue and earnings growth through volume and price increases and operating leverage. are in attractive, resilient and secularly growing end-markets. The global footprint of H.I.G. Capital facilitates timely identification of trends and provides early warning mechanisms to either increase or slow down investments in certain industries. These capabilities will help us identify businesses in stable, resilient end markets with capabilities to generate continued revenue and earnings growth in varying economic environments. have unrealized strategic and operational upside. Our management team has a track record of identifying intrinsic value creation drivers needed to help companies realize their full potential, including significantly scaling the business through synergistic acquisitions, strategically repositioning the business, implementing operational efficiency improvements, and expanding operations to establish a global presence. can generate compelling risk-adjusted returns. We intend to target large, high quality businesses with capital efficient models, which we believe will yield compelling risk-adjusted returns. can operate successfully under the scrutiny of public markets. We intend to target companies with strong existing management teams, well-established internal processes and controls and compelling public investment theses, which are both prepared and well-suited for the public markets. Table of Contents These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials that we would file with the SEC. Our Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, and a review of financial and other information about the target and its industry. We will also utilize our management team s operational and capital planning experience. Members of our management team may directly or indirectly own our ordinary shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. Initial Business Combination So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order Table of Contents to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Other Considerations We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Table of Contents In addition, certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our sponsor, officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Corporate Information Our executive offices are located at 1450 Brickell Avenue, 31st Floor, Miami, FL 33131, and our telephone number is (305) 379-2322. We maintain a corporate website at . The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and expect to receive a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory Table of Contents vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. Table of Contents THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 32,500,000 units (or 37,375,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one redeemable warrant. Proposed NYSE symbols Units: HIGA.U Class A ordinary shares: HIGA Warrants: HIGA WS Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and BofA Securities, Inc. inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Table of Contents Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 32,500,000(1) Ordinary shares: Number outstanding before this offering 9,343,750(2)(3) Number outstanding after this offering 40,625,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 5,666,667(1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 16,500,000(1) (1) Assumes no exercise of the underwriter s over-allotment option. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. (3) Includes 1,218,750 founder shares that are subject to forfeiture. (4) Includes 32,500,000 public shares and 8,125,000 founder shares, assuming 1,218,750 founder shares have been forfeited. Table of Contents Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; Table of Contents provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement, provided, that, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Table of Contents Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Shareholders Warrants ; Table of Contents if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Antidilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Founder shares On September 3, 2020, the sponsor paid $25,000, or approximately $0.001 per share, to cover certain of our expenses in consideration of 19,406,250 Class B ordinary shares, par value $0.0001. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. On September 28, 2020, our sponsor effected a surrender of 6,468,750 founder shares to the company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 19,406,250 to 12,937,500. On October 15, 2020, our sponsor effected a surrender of 3,593,750 founder shares to the company for no consideration, Table of Contents resulting in a decrease in the total number of Class B ordinary shares outstanding from 12,937,500 to 9,343,750, such that the total number of founder shares would represent 20% of the total number of ordinary shares outstanding upon completion of this offering (of which 1,218,750 shares are subject to forfeiture if the underwriter does not exercise its overallotment option). Each of our director nominees currently owns 35,000 of the Class B ordinary shares noted above, which were transferred from our sponsor to them in September 2020. These 140,000 shares shall not be subject to forfeiture in the event the underwriters overallotment option is not exercised. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 1,218,750 founder shares are subject to forfeiture by the sponsor, depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (ii) to waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating Table of Contents distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 12,187,501, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), of the 32,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, provided, however, that such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if we do not consummate an initial business combination, at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Table of Contents Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Election of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than 90% of our ordinary shares who attend and vote at our shareholder meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 5,666,667 private placement warrants (or 6,316,667 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($8,500,000 in the aggregate or $9,475,000 if the underwriters over-allotment option is exercised in full), in a Table of Contents private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $325,000,000, or $373,750,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a Table of Contents segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and approximately $1,000,000 will be used to pay expenses in connection with the closing of this offering and approximately $1,000,000 will be used for working capital following this offering. The proceeds to be placed in the trust account include $11,375,000 (or $13,081,250 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. Table of Contents government treasury obligations. Assuming an interest rate of 0.5% per year, we estimate the interest earned on the trust account will be approximately $1,625,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based Table of Contents on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing Table of Contents of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s Table of Contents penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. Table of Contents If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 12,187,501, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), of the 32,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such shareholder meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Table of Contents Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public Table of Contents shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Table of Contents Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in the amount of $10,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Table of Contents Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $4,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001823826_aequi_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001823826_aequi_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..531c4f35e8bd1fcc866ac89306780cc485b0d2f7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001823826_aequi_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to we, us, our, company, or our company are to Aequi Acquisition Corp., a Delaware corporation and references to: amended and restated certificate of incorporation are to our certificate of incorporation to be in effect upon completion of this offering; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering and, unless the context otherwise requires, our Class A common stock issued upon conversion thereof as provided herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our officers and directors, and directors are to our current directors and director nominees; common stock are to our Class A common stock and our Class B common stock, collectively; equity-linked securities are to any securities of our company which are convertible into, exchangeable for, or exercisable for common stock of our company; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a public stockholder shall only exist with respect to such public shares; and sponsor are to Aequi Sponsor LLC, a Delaware limited liability company. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. In November 2020, our sponsor returned to us, at no cost, an aggregate of 2,875,000 founder shares, which we cancelled, resulting in an aggregate of 5,750,000 founder shares outstanding and held by our sponsor (includes up to 750,000 of which are subject to forfeiture by our sponsor if the underwriters over-allotment option is not exercised in full). 1 Table of Contents Our Company We are a newly incorporated blank check company incorporated on September 1, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Although we may pursue an initial business combination in any industry or geography, we expect to focus our efforts on a target within an industry where we believe we have a competitive advantage due to the expertise of our sponsor, board of directors, and network of executive advisors which may include former C-Suite Executives, Engineers and Data Scientists, and Digital Media Strategists (collectively Specialist Advisors ). We will seek to capitalize on the multiple decades of combined investment experience of our sponsor. Hope S. Taitz, our Chief Executive Officer and Chairperson, and Joy Seppala, our Chief Financial Officer, Secretary and director, have deep financial, operational and technological experience. The company intends to broadly target data-centric, growth-oriented companies with established business models across a variety of industries, but we may focus on businesses that are driven by consumer demand and poised to benefit from evolving consumer preferences. Our management team has extensive experience in identifying disruptive consumer and market trends, sourcing compelling investment opportunities, and successfully executing stand-alone and tuck-in acquisitions across industries and economic cycles. In addition, our management has hands-on experience partnering with companies as active owners and directors by working closely with senior executives to accelerate value creation by leveraging data and technology innovation. We believe that our board of directors and Specialist Advisors are well positioned to identify and execute attractive business combination opportunities. Our objectives are to generate attractive returns for all stakeholders and enhance value through selecting a high-quality target at an attractive valuation, negotiating favorable acquisition terms for all our stakeholders and accelerating growth and performance of the acquired company. We expect to favor potential technologically driven target companies in the consumer industry. In addition, a target company must demonstrate a dedication to Diversity, Equity and Inclusion ( DE&I ) and strong Environmental, Social and Governance ( ESG ) principles. Today s consumer is changing and so are the demands of all stakeholders. Key industry characteristics include compelling long-term growth prospects, opportunities to drive valuation improvements at the company, attractive competitive dynamics and consolidation opportunities. Key business characteristics include competitive advantages, significant increasing recurring revenue, and opportunity for operational improvement, attractive steady-state margins, high incremental margins and attractive free cash flow characteristics. In addition, our sponsor is committing to donate 10% of the founder shares it holds to advance social and economic mobility following the consummation of the initial business combination. Hope S. Taitz, our Chief Executive Officer and Chairperson, has extensive experience in mergers & acquisitions and principal investing. Ms. Taitz is currently the Chief Executive Officer of ELY Capital where she invests in and advises early stage companies. Prior to ELY Capital, Ms. Taitz was the co-founder of Catalyst Partners, an event driven, special situation hedge fund. After graduating with honors from the University of Pennsylvania majoring in economics and concentrating in marketing, Ms. Taitz began her investment banking career in mergers and acquisitions at Drexel Burnham Lambert. Ms. Taitz then transitioned to the buy side. Ms. Taitz has extensive public company board experience, having served and chaired all committees, as well as having been a lead director. She currently sits on the boards of directors of Athene Holding Ltd., MidCap Finco Holdings Limited, and Summit Hotel Properties, Inc., and previously served on the Boards of Apollo Residential Mortgage, Inc., Diamond Resorts International, Inc., Greenlight Capital RE, Ltd., and Lumenis Ltd. Ms. Taitz also focuses on equity and education and is an advocate for underrepresented groups in STEM. She currently serves as a board member on The New York City Foundation for Computer Science working on CSforALL and the 2025 STEM Initiative, and previously served on the board of Girls Who Code. Ms. Taitz is a founding board member of YRFDarca, a member of the Wharton School Undergraduate Executive Board as well as a member of the Center for Social Innovation, and an emeritus board member of Pencils of Promise. Joy Seppala, our Chief Financial Officer, Secretary and director, founded SISU Capital, a value-driven investment fund based in London. Prior to establishing SISU, Ms. Seppala was the Worldwide Head of the Special Situations Investment Group at Banque Paribas, overseeing investment groups in London, Hong Kong and 2 Table of Contents New York. She previously worked in the Mergers and Acquisitions Departments at Drexel Burnham Lambert and Kidder Peabody. Ms. Seppala served for six years as a member of the U.K. Takeover Panel and its Code Committee, an independent body which issues and administers the Code on U.K. Takeovers providing regulatory oversight. She was until recently a member of the Wharton School, University of Pennsylvania EMEA Alumni Board. Ms. Seppala serves on the Board of Governors for The Federation of Westminster Special Schools and is Vice-Chairman of the Financial Resources Committee. Additionally, she is a board member of a cyber security company and a travel technology company, both early stage businesses. Ms. Seppala has been active across all areas of investing, including private equity, distressed investments, mergers and acquisitions and corporate restructurings. Our board of directors is a diverse group of professionals with experience in venture capital, private equity, public company investing, technology and management. Together, they have extensive investment expertise across venture capital, private equity and other special situations. Their in-depth experience in sourcing, performing due diligence and structuring transactions make them ideal board members. In addition, their expertise spans a variety of industries both domestically and abroad. Further, they uniquely understand and advocate for the importance of DE&I as well as ESG principles. Our Specialist Advisors bring extensive management, marketing and governance experience. Their skills as former C-Suite Executives, Engineers and Data Scientists, and Digital Media Strategists is key to help a potential acquisition. As the recent coronavirus disease ( COVID-19 ) has accelerated the rate of change and acceptance of technology by the consumer, their digital media expertise is also essential. We will seek to capitalize on the experience and expertise of our board of directors and our Specialist Advisors. They have diverse views that enable them to collectively find, structure and accelerate an acquisition. Past performance by our management team is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. In addition, our officers and directors may sponsor or form other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such company may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any such conflicts would materially affect our ability to complete our initial business combination. Business Strategy Our strategy is to: leverage the investment experience of our board of directors and our Specialist Advisors to bring advice and attention to potential business combination targets; deliver diverse approaches to transaction sourcing; and utilize a deep understanding of global financial markets, financing, and overall corporate strategy options. Our selection process will leverage our board of directors and Specialist Advisors network of venture backed companies, private equity sponsors, family offices, founders and credit fund sponsors, as well as relationships with management teams of public and private companies, investment bankers, restructuring advisers, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. We intend to deploy a proactive, thematic sourcing strategy and to focus on companies where we believe the combination of our operating experience, relationships, capital and capital markets expertise can be catalysts to transform a target company and can help accelerate the target s growth and performance. Upon completion of this offering, our board of directors and Specialist Advisors will communicate with their network of relationships to articulate our initial business combination criteria, including the parameters of our search for a target business, and will begin the disciplined process of pursuing and reviewing promising leads. Our board of directors and Specialist Advisors have experience in: originating, structuring and executing stand-alone and tuck-in acquisitions; 3 Table of Contents building deep relationships with founders, venture capital firms, family offices, private equity teams and capital providers of target management teams; leveraging data science to identify disruptive trends and accelerate value creation; negotiating transactions with terms favorable to stakeholders; executing domestic and foreign transactions during (historical) periods of market disruptions; accessing the capital markets, including financing businesses and advising companies their transition to public ownership; governing public companies and answering to all stakeholders; advising and leading companies in their message of purpose and conveyance of ESG principles; accelerating marketing, customer acquisition, and digital growth; enhancing companies with innovative technological solutions; operating companies, setting and changing strategies, and identifying, monitoring and recruiting world-class talent; acquiring and integrating companies; and developing and growing companies, both organically and through acquisitions and strategic transactions and expanding the product range and geographic footprint of a number of target businesses. Our Investment Criteria We have developed the following high level, non-exclusive investment criteria that we will use to screen for and evaluate target businesses. We will seek to acquire a business that exhibit some or all of the following criteria: Demonstrates the Potential for Accelerating Revenue. We will seek to acquire a business that has consistently generated increasing revenue run rate or has the potential to increase revenue with our expertise organically or through additional acquisitions. Our Specialist Advisors along with our board of directors have extensive experience in add on acquisitions. Has a Committed and Capable Team. We will seek to acquire a business with a professional management team whose strategic interests and purpose are aligned with our own and complement the expertise of our board of directors. Our Specialist Advisors are available to assist an existing team and not intended to replace. However, they are available to identify and recruit additional management. Is Committed to Diversity, Equity, and Inclusion. We will seek a business that has demonstrated a desire to increase diversity, equity and inclusion, such as creating gender and racial pay equity, listening to employee voice in operational and governance matters and investing in human capital. This foundation provides a unique value proposition, enabling businesses to reach larger, differentiated networks. Is Focused on ESG Principles. We will seek to acquire a business that is focused on creating long-term value for stakeholders by taking into consideration social, economic, and environmental sustainability. The consumer landscape is also evolving consumers increasingly align themselves with companies they believe serve a greater social purpose, with over 85% of the general population believing that companies should address ESG and sustainability issues. Is Sourced Through our Vast and Diverse Network. We do not expect to participate in broadly marketed processes, but rather will aim to leverage our extensive network to source our business combination. We have a diverse board of directors and Specialist Advisors with access to direct contacts, external networks, differentiated information, and broader resource pool which can be beneficial to the company. Would Benefit from our Data and Digital Expertise. We will seek to acquire a business where the skills of our board of directors and Specialist Advisors can accelerate the growth position of the target. The company could benefit from enhanced technology or digital expertise. 4 Table of Contents These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our acquisition and value creation strategy is to acquire a data-centric, growth-orientated consumer company in a sector such as, retail, education, financial technology, media & gaming, healthcare & wellness, legal, and/or procurement & eco-friendly packaging. A potential target company is one that delivers a unique product or service to consumers and that complements the operational and investment expertise of our management team to accelerate long-term shareholder value creation. Technology has continued to change consumer behavior. During times like COVID-19, that rate of change accelerates to meet changing demand. We believe that understanding the diverse needs of the consumer paired with what technologies like Data Science and Artificial Intelligence can accomplish to analyze those opportunities is the key to a successful consumer driven investment. Consumer technology businesses are well poised for exponential growth and we believe that the overall sector represents an attractive target market given the size, breadth and prospects for growth. As of result of COVID-19, we have witnessed a generational change in the matter of months that we believe will continue to accelerate and provide transformational opportunities. We have not narrowed our business combination target to any particular consumer technology business, however, we intend to focus our efforts in areas where technology drives the consumer, such as: Online Retail. We believe that the online consumer retail industry poses strong opportunities for growth. According to Prologis, COVID-19 has accelerated online penetration in retail from 15% in 2019 to 20% in 2020. Retail is a multi-trillion dollar industry, with strong tailwinds in the online retail space. Traditional retailers are implementing direct-to-consumer strategies in order to meet increased online demand and circumvent supply chain logistics challenges. Retailers equipped with data and analytics capabilities benefit from insights on profitable customer acquisition, brand engagement, supply chain management and more. We believe innovation in unique capabilities of digital including real-time inventory management, predictive analytics, and AI-powered search, and personalization and co-creation functions can create completely new and different shopping experiences. Digital delivery has also become a necessity for most customers who are confined at home due to COVID-19 and, according to a report published by McKinsey & Company, the adoption has grown strongly, even among the most digitally resistant customers. Education. The education technology industry is a massive market driven by the growing adoption of digital solutions. According to ResearchAndMarkets.com, the global online education market is expected to reach $350 billion by 2025, due to the introduction of flexible learning technologies in the corporate and education sectors. COVID-19 has accelerated the adoption of online education across K-12, higher education, and corporate learning segments. Artificial intelligence-driven online education platform enabling personalized and adaptive digital curriculum offerings and the flexibility to learn from anywhere, anytime are some of the factors driving adoption. The synchronous learning segment, which involves interaction between students and instructors in real-time is expected to outpace overall market growth. Financial Technologies. The financial technology industry continues to evolve as consumers embrace new financial technologies such as digital payments, money transfers tools, online savings and investment platforms, digital lending, and online mortgage platforms. The trend towards digital payments has accelerated, along with an opportunity to offer new products and support to consumers and businesses. The other sector seeing greater adoption is digital lending. According to KBV Research, the global digital lending platform market size is expected to reach $11.6 billion by 2025, rising at a market growth of 20.3% CAGR during the forecast period. The automated design of online lending platforms provides lenders and borrowers with a more reliable approach to providing funding solutions, thus reducing stress and increasing the chances of successful lending approval. Additionally, demand for completely a digital experience in the real estate and financial market has also resulted in the proliferation of online mortgage platforms. 5 Table of Contents Media & Gaming. The Media industry is increasingly consumed in digital formats and on a mobile first basis. The expansion of global internet access and improving connection speed rates have led to the proliferation of mobile and streaming devices, fuelling the growth of the digital media industry. Driven by shelter-in-home policies, the Global Digital Media market, including the digital music, video-on-demand and video games markets, grew significantly. According to Statista Digital Market Outlook 2020, Digital Media will reap permanent benefits as many new customers are attracted, accelerating 2020 expected growth from 7% to 13%. By leveraging artificial intelligence and next-generation 5G technology, digital media providers can deliver curated content and high-quality, high-speed digital experiences to consumers. The video gaming industry is also thriving despite economic disruption caused by COVID-19. According to Newzoo research, the global video game market is forecast to be worth $159 billion in 2020, driven by the exponential growth in mobile gaming. Game publishers are increasingly relying on data to accurately measure a game s performance, enhance game design, and create an immersive experience for the consumer. Healthcare & Wellness. We believe that the Healthcare industry is in the midst of a global transformation as consumers take greater control of their health care decisions. As per Global Market Insights report, the digital health market size is over $100 billion and expected to grow at 28.5% CAGR through 2026. Growing number of COVID-19 cases across the globe has increased the adoption of digital health technologies and will boost the digital health industry growth. Opportunities for telehealth and virtual care are bright spots in the health technology sector. Demand for telehealth services has been on the rise for decades, but COVID-19 has dramatically increased usage rates around the United States according to the U.S. Department of Health and Human Services. Virtual health care has also gained momentum and is becoming a core component on helping consumers improve or maintain their well-being, as well as playing an important role in the diagnosis and treatment of illness. According to Deloitte research, by 2040, the health care system as we know will be transformed and a major portion of care, prevention, and well-being services will shift to virtual settings. Legal. Tech-enabled online legal services companies are democratizing law through the delivery of more accessible and affordable legal services to consumers. Consumers are increasingly turning to online resources to find affordable ways to complete basic legal documents, including incorporation documents, wills, trusts and trademark registrations. According to the Pew Research Center, more than three fourths of all consumers seeking legal help are now using online resources to aid their search, to the benefit of the industry. As a result, the industry represents a huge opportunity to companies that made the shift to online early. According to IBISWorld, strong demand for the $8.6 billion online legal services market is projected to continue over the next five years to 2025. Procurement, Fulfillment & Eco-friendly Packaging. In recent months, the global packaging industry, which is estimated to be a $900 billion market in 2019 according to Smithers, has witnessed significant changes including dramatic shifts in consumer channels, new or heightened hygiene and consumer-safety concerns, highly volatile raw materials prices, and the disruption of several end markets by stay-at-home orders. According to a report published by McKinsey & Company, consumer spending on groceries particularly food has dramatically increased during the crisis, and shoppers are buying their goods online, fuelling a strong acceleration of e-commerce shipments and other home-delivery services. We believe that procurement and packaging companies will benefit from the surge in consumer demand. In addition, sustainability and ESG can accelerate the growth and profitability of these businesses in the form of government subsidies, cost savings from lower energy consumption, and reduced liability through regulation, for example. Our Competitive Strengths We are the first fully diverse blank check company. Our board of directors and Specialist Advisors have extensive capabilities in sourcing, valuation, diligence and execution. Together, they will provide us with a significant pipeline of opportunities from which to evaluate and select a business that will benefit from our expertise. We may also engage an outside financial advisor to assist in our business combinations and other transactions. Our competitive strengths include the following: Focus on Diversity, Equity, and Inclusion. We believe that our fully diverse board of directors uniquely understand and are able to advocate for the importance of DE&I as well as ESG principles as core levers for accelerating value creation. 6 Table of Contents Deep Experience of the board of directors and Specialist Advisors. We believe that our ability to leverage the experience of our board of directors and Specialist Advisors, who comprise former senior operating executives of companies across multiple sectors and industries, will provide us a distinct advantage in being able to source, evaluate and consummate a compelling transaction on attractive terms. Execution and Structuring Capability. Our board of directors alongside our Specialist Advisors have a combined expertise and reputation that will allow us to source and complete transactions possessing structural attributes that create an attractive investment thesis. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation. Extensive Innovation, Technology, and Data Expertise. We believe that our board of directors and our Specialist Advisors have extensive experience in understanding how technology drives businesses to capitalize on disruption and accelerate value creation. Track Record of Accelerating Growth. Our board of directors alongside our Specialist Advisors have a proven track record of investing in businesses where they, along with their network, can accelerate growth. Dedication to Culture and Purpose. Our board of directors has a deep commitment to purpose-driven organization culture and community engagement and demonstrated track records of creating and donating to positive systemic change. In addition, our sponsor is committing to donate 10% of the founder shares it holds to advance social and economic mobility following the consummation of the initial business combination. Governance Experience. Our board of directors has extensive experience in corporate governance accelerating the focus on core ESG principles. In addition, they have taken companies public both as principal, advisor and corporate board member. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We will also utilize our operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or another independent entity that commonly renders valuation opinions, that our initial business combination is fair to our company from a financial point of view. Members of our management team may directly or indirectly own shares of our common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. We have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with any business combination target. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present 7 Table of Contents a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. For more information on the entities to which our officers and directors currently have fiduciary or contractual obligations, please refer to Management Conflicts of Interest. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Initial Business Combination The Nasdaq listing rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust account (excluding the amount of any deferred underwriting discount and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post- transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of Nasdaq s 80% of fair market value test. If our initial business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of fair market value test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. 8 Table of Contents Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock that is held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th. Our executive offices are located at 500 West Putnam Avenue, Suite 400, Greenwich, CT 06830 and our telephone number is (917) 297-4075. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to invest in our securities. 9 Table of Contents The Offering In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 20,000,000 units (or 23,000,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-third of one warrant. Nasdaq symbols Units: ARBGU Class A Common Stock: ARBG Warrants: ARBGW Trading commencement and separation of Class A common stock and warrants The units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the Representative informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet of the company reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly, and no later than four business days, after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. 10 Table of Contents Units: Number outstanding before this offering 0 Number outstanding after this offering 20,000,000(1) Common stock: Number outstanding before this offering 5,750,000(2)(4) Number outstanding after this offering 25,000,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,000,000(1) Number of warrants to be outstanding after this offering and the private placement 10,666,667(1) Exercisability Each whole warrant is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Exercise price $11.50 per share, subject to adjustment as provided herein. In addition, if we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our initial stockholders or their respective affiliates, without taking into account any founder shares held by them, as applicable, prior to such issuance) (the newly issued price ), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). ____________ (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 750,000 founder shares. (2) Consists solely of founder shares and includes up to 750,000 founder shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. Except as otherwise specified, the rest of this prospectus has been drafted to give effect to the full forfeiture of these 750,000 founder shares. (3) Includes 20,000,000 public shares and 5,000,000 founder shares. (4) Founder shares are classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. 11 Table of Contents We are not registering the issuance of shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the issuance of shares of Class A common stock issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating thereto, until the warrants expire or are redeemed; provided, that if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. 12 Table of Contents If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value (as defined below) over the exercise price of the warrants by (y) the fair market value and (B) 0.361 per warrant. The fair market value shall mean the average last reported sale price of shares of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section entitled Description of Securities Redeemable Warrants Public Stockholders Warrants for additional information. Except as described below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants for Class A common stock Commencing ninety days after the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Redeemable Warrants Public Stockholders Warrants based on the redemption date and the fair market value of our Class A common stock (as defined below) except as otherwise described in Description of Securities Redeemable Warrants Public Stockholders Warrants ; if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding public warrants, as described above; and if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. 13 Table of Contents The fair market value of our Class A common stock shall mean the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities Redeemable Warrants Public Stockholders Warrants for additional information. Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination. Election of directors; voting rights Our amended and restated certificate of incorporation will provide that, prior to our initial business combination, only holders of our founder shares (our Class B common stock) will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of at least 90% of our outstanding common stock entitled to vote thereon. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by applicable law or the applicable rules of Nasdaq then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Founder shares In September 2020, the sponsor purchased 8,625,000 founder shares for an aggregate price of $25,000, or approximately $0.003 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. In November 2020, our sponsor returned to us, at no cost, an aggregate of 2,875,000 founder shares, which we cancelled, resulting in an aggregate of 5,750,000 founder shares outstanding and held by our sponsor (up to 750,000 of which are subject to forfeiture by our sponsor if the underwriters over-allotment option is not exercised in full. As such, our initial stockholders will collectively own 20% of our outstanding shares after this offering (assuming they do not purchase any units in this offering). If we increase or decrease the size of this offering, we will effect a stock dividend, share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20% of our outstanding shares of common stock upon the consummation of this offering. Up to 750,000 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. 14 Table of Contents The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the election of directors prior to our initial business combination; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with (x) the completion of our initial business combination and (y) a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our sponsor, officers and directors have agreed, pursuant to such letter agreement, to vote any founder shares and any public shares held by them in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 7,500,001, or approximately 37.5% (assuming all outstanding shares are voted and no exercise of the underwriter s over-allotment option), or 1,250,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and no exercise of the underwriter s over-allotment option), of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have such initial business combination approved (or, if the applicable rules of Nasdaq then in effect require approval by a majority of the votes cast by public stockholders, we would need 10,000,001 of public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted and no exercise of the underwriter s over-allotment option) in order to have such an initial business combination approved). 15 Table of Contents the founder shares are automatically convertible into our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earliest to occur of: (A) one year after the completion of our initial business combination; (B) subsequent to our initial business combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination; and (C) the date following the completion of our initial business combination on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). We refer to such transfer restrictions throughout this prospectus as the lock-up. Founder shares conversion and anti-dilution rights We have 5,750,000 shares of Class B common stock, par value $0.0001 per share, outstanding. The shares of Class B common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination. 16 Table of Contents Private placement warrants Our sponsor has committed to purchase an aggregate of 4,000,000 private placement warrants (or 4,400,000 if the underwriters over-allotment option is exercised in full) at a price of $1.50 per warrant ($6,000,000 in the aggregate or $6,600,000 in the aggregate if the underwriters over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each private placement warrant is exercisable to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $200,000,000 (or $230,000,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will not be redeemable by us (except as described below under Description of Securities Redeemable Warrants Public Stockholders Warrants Redemption of warrants for Class A common stock ) so long as they are held by our sponsor or its permitted transferees. The private placement warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). Proceeds to be held in trust account The rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $206,000,000 in proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, or $236,600,000 if the underwriters over-allotment option is exercised in full, $200,000,000 ($10.00 per unit), or $230,000,000 ($10.00 per unit) if the underwriters over-allotment option is exercised in full (including $7,000,000 (or up to $8,050,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee, and $2,000,000 will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. 17 Table of Contents Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, and (iii) the redemption of all of our public shares if we have not completed our initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. Based upon current interest rates, we expect the trust account to generate approximately $1,500,000 of interest annually (assuming an interest rate of 0.5% per year). Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,250,000 in working capital after the payment of approximately $750,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. The Nasdaq listing rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust account (excluding the amount of any deferred underwriting discount and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. 18 Table of Contents If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or another independent entity that commonly renders valuation opinions. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of Nasdaq s 80% of fair market value test; provided that in the event that our initial business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses. Permitted purchases of public shares and warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares or warrants such persons may purchase. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, advisors or their affiliates determine to make any such purchases at the time of a stockholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information; and (ii) to clear all trades with a designated officer prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. 19 Table of Contents We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our sponsor, directors, officers, advisors or their affiliates will be restricted from making any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by applicable law or stock exchange listing requirements or we choose to seek stockholder approval for business or other reasons. 20 Table of Contents If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our shares of Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001, after payment of the deferred underwriting commission (so that we do not then become subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration. 21 Table of Contents If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination (or, if the applicable rules of Nasdaq then in effect require, a majority of the outstanding shares of common stock held by public stockholders are voted in favor of the business transaction). Unless restricted by Nasdaq listing rules, a quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding capital stock of our company entitled to vote at such a meeting. Unless restricted by Nasdaq listing rules, our initial stockholders will count toward this quorum. Pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares and any public shares held by them in favor of our initial business combination. We expect that at the time of any stockholder vote relating to our initial business combination, our initial stockholders and their permitted transferees will own at least 20% of our outstanding common stock entitled to vote thereon. These quorum and voting thresholds and the letter agreement may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternative business combination. Tendering stock certificates in connection with a tender offer or redemption rights We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent 22 Table of Contents electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholders approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, which we refer to as the Excess Shares, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial stockholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public stockholder and subject to the 15% limitation in connection with any such redemption right. 23 Table of Contents Redemption rights in connection with proposed amendments to our amended and restated certificate of incorporation Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity, other than amendments relating to the appointment of directors, which require the approval of holders of at least 90% of our outstanding common stock entitled to vote thereon (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders, as described herein), may be amended if approved by holders of at least 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our common stock entitled to vote thereon. In all other instances our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law, or DGCL, or applicable stock exchange rules. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), may participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than$5,000,001 (so that we do not then become subject to the SEC s penny stock rules). 24 Table of Contents Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be disbursed directly by the trustee or released to us to pay amounts due to any public stockholders who properly exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers and directors have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we have not completed our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our sponsor, officers and directors acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time frame. 25 Table of Contents The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by us to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to our sponsor of a total of $10,000 per month, for up to 24 months, for office space, administrative and support services; Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and Repayment of loans which may be made by our sponsor, an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. These payments may be funded using the net proceeds of this offering and the sale of the private placement warrants not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or our or their affiliates. Audit committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the board of directors Audit Committee. 26 Table of Contents Conflicts of interest Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. For more information on the entities to which our officers and directors currently have fiduciary or contractual obligations, please refer to Management Conflicts of Interest. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such eventuality. We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor to have all third parties, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. 27 Table of Contents Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors in this prospectus. 28 Table of Contents Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. September 9, 2020 (Audited) Balance Sheet Data: Working capital (deficiency) $ (18,261 ) Total assets $ 80,000 Total liabilities $ 55,761 Stockholder s equity $ 24,239 If no business combination is completed within 24 months from the closing of this offering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within such 24-month time period. 29 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001823854_senior_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001823854_senior_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d2754bc7f8da7d9a7620c066500d554bf13af7ec
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001823854_senior_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to the amended and restated certificate of incorporation of the company; common stock are to our Class A common stock and our Class B common stock, collectively; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; directors are to our current directors and director nominees; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in connection with our initial business combination including but not limited to a private placement of equity or debt; founder shares are to shares of our Class B common stock initially issued to our sponsor in private placements prior to this offering and the shares of our Class A common stock that will be issued upon the automatic conversion of the shares of our Class B common stock at the time of our initial business combination (for the avoidance of doubt, such shares of our Class A common stock will not be public shares ); initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering; management or our management team are to our executive officers; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; sponsor are to Health Connect Acquisitions Holdings LLC, a Delaware limited liability company, which is controlled by Richard T. Burke, our Chief Executive Officer and Chairman, Ryan Burke, our Chief Financial Officer and a director, and Isaac Applbaum, our President and a director; and we, our, us, company or our company are to Senior Connect Acquisition Corp. I, a Delaware corporation Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a blank check company newly incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential initial business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential initial business combination target. While we may pursue an initial business combination with a company in any sector or geography, we intend to focus our search on businesses serving the senior market or capable of being repositioned to do so. 1 Table of Contents Management Team Our management team is an accomplished group of executives and investment professionals with extensive and diverse track records of operating and investing in successful companies, both in healthcare and out. Our Chief Executive Officer is the founder of one of the largest and most successful healthcare companies in the world and our President, Chief Financial Officer and Executive Vice President of M&A bring extensive operational and investment backgrounds in the public and private sectors. We believe our management team brings a compelling set of capabilities that, through their backgrounds and experience, will acquire and enhance value in high-quality target companies. We believe high-quality target companies will significantly benefit from both our management team s breadth of knowledge and their expertise in operating and growing successful businesses at various stages of maturity. Our management team is led by our Chief Executive Officer and Chairman, Richard T. Burke. He is the founder, former Chief Executive Officer and Chairman until late 2017 of UnitedHealth Group ( UnitedHealth ), and is currently Lead Independent Director for UnitedHealth. Until November 2000, Mr. Burke was the owner, Chief Executive Officer and Governor of the Phoenix Coyotes, a National Hockey League team. He has served as a director of numerous private and public companies, is a private investor in many others, and is a Managing Partner at Rainy Partners, LLC ( Rainy ), an investment fund that owns and operates a number of businesses. Mr. Burke has a particular interest in businesses that provide solutions that address the large and underserved senior market. Mr. Burke has had extensive experience serving the senior market through his tenure at UnitedHealth, and he is the principal investor in and Executive Chairman of a senior-oriented business, Secure Senior Connections Ltd ( Secure ). UnitedHealth is a diversified healthcare company that leverages core competencies in data and health information, advanced technology, and clinical expertise to focus on improving health outcomes, lowering healthcare costs and creating a better experience for patients, their caregivers and physicians. These core competencies are deployed with two distinct, but strategically aligned, business platforms: health benefits operating under UnitedHealthcare and health services operating under Optum. UnitedHealth is also one of the largest providers of health and well-being benefits for Medicare beneficiaries and retirees, providing products and services in all 50 states, the District of Columbia and most U.S. territories. UnitedHealthcare Medicare & Retirement provides services to individuals age 65 and older, addressing their unique needs for preventive and acute healthcare services, as well as services dealing with chronic disease and other specialized issues common among older people. UnitedHealth serves more than 12 million individuals over the age of 65 through a comprehensive array of products and services. UnitedHealth has become one of the most successful healthcare companies in the world, posting revenues of approximately $242 billion in fiscal year 2019. UnitedHealth is the largest healthcare services company in the United States, with a market capitalization of approximately $296 billion as of September 30, 2020. Isaac Yitz Applbaum is our President and a director with business operations experience building and leading companies both large and small. He is a co-founder and partner of MizMaa Ventures Ltd ( MizMaa ), a fund which invests in Israeli startup companies in the mobility, cloud and digital healthcare space. Mr. Applbaum is also currently a special advisor to EIGHT VC Partners, LLC ( EIGHT ), a venture fund which invests in enterprise software and healthcare technologies, and 7Wire Ventures, LLC ( 7Wire ), a digital healthcare venture group that was one of the early investors in Livongo Health, Inc. ( Livongo ). In addition, Mr. Applbaum is a co-founder of Secure, where he has been a director since 2019. He also helped found and build SecureKey Technologies Inc. ( SecureKey ), a blockchain technologies company, and currently serves as a board observer, a position he has held since 2012. He also served as an early investor and director of mobile payments company Kili Technology Corporation ( Kili ) from 2013 to 2017 before it was acquired by Square, Inc. From 1997 to 2000, Mr. Applbaum was a board observer of 7/24 Solutions, Inc. ( 7/24 ). Mr. Applbaum was a partner at Lightspeed Venture Partners, a global venture fund, from 2001 to 2006. Finally, he was a founder and the Chief Executive Officer at Concorde Solutions Inc. ( Concorde ) from 1994 to 1999, which he sold to Bank of America. Ryan Burke is our Chief Financial Officer and a director. Since 2008, he has been the Chief Investment Officer for Rainy, where he evaluates all new investment opportunities and helps manage Rainy s portfolio of private investments, publicly traded securities, and operating businesses. Mr. Burke is currently a partner at Prime Macaya Capital Management, LP, a New York-based hedge fund. Prior to its recent sale to Galaxy Digital Holdings, he was also a partner and director at Blue Fire Capital, a proprietary trading firm and global liquidity provider specializing in cryptocurrencies. 2 Table of Contents Mr. Burke is currently acting Chief Financial Officer of Secure and previously served as Chief Financial Officer for various Rainy portfolio companies. Prior to 2008, he was a Portfolio Manager and Chief Risk Officer at Alpine Capital Group ( Alpine ), a New York-based long-short hedge fund. He began his career as a financial analyst at Morgan Stanley Capital Partners ( Morgan Capital ), a then $1.9 billion private equity fund. Mr. Burke holds a master s degree in business administration from the Fuqua School of Business and a bachelor s degree from Duke University. Steven Schwartz is our Executive Vice President of M&A who brings over 30 years of digital health industry transaction experience to the team. For the past four years Mr. Schwartz was the Senior Vice President of business and corporate development at Livongo, where he was responsible for the series acquisitions which culminated in Livongo s $18.5 billion merger with Teladoc Health Inc. ( Teladoc ). Previously, Mr. Schwartz held Senior Vice President of corporate development and strategy roles at Healthways (Nasdaq: TVTY) (now Tivity Health, Inc. or Tivity ) and prior to that at 23andMe, Inc. Earlier in his career Mr. Schwartz held executive leadership positions in business and corporate development at Allscripts Healthcare Solutions, Inc. (Nasdaq: MDRX) ( Allscripts ) for 14 years, and senior management roles at LabCorp for 10 years. Mr. Schwartz currently serves on the board of directors of illuma Care Connections and the Kline Galland senior care organization. Mr. Schwartz holds a BA in business administration from the Michael G. Foster School of Business at the University of Washington and a BA in psychology also from the University of Washington. Together, we believe our management team possesses exceptional expertise that will enhance our ability to identify and execute our initial business combination and enhance our ability to execute upon various value creation initiatives after successful completion of our initial business combination. The past performance of our management team, or their respective affiliates, is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. An investment in us is not an investment in any of the companies affiliated with members of our management team. No member of our management team has had management experience with special purpose acquisition corporations in the past. You should not rely on the historical record of our management team s or their respective affiliates performance as indicative of our future performance. For more information on the experience and background of our management team, see the section entitled Management. Board of Directors Our leadership team members skills are complemented by our other directors, who bring significant operating experience and relationships throughout the healthcare industry. Mark A. Thierer is currently a Managing Partner at Assetblue Investment Group LLC ( Assetblue ), an investment company, and has more than 30 years of experience leading organizations to financial and operational success in the healthcare industry. Before joining Assetblue, Mr. Thierer served as the Interim Chief Executive Officer of Dentsply Sirona Inc. ( Dentsply ) from September 2017 to February 2018. Prior to Dentsply, Mr. Thierer served as the Chief Executive Officer of OptumRx, Inc. ( OptumRx ), overseeing all Optum pharmacy care services, including the management of pharmacy benefits, pharmacy network, home delivery pharmacy and specialty pharmacy programs, from July 2015 to September 2017. Prior to OptumRx, Mr. Thierer served in various positions and on the board of directors at Catamaran Corporation ( Catamaran ) (f/k/a as SXC Health Solutions Corp. ( SXC ) prior to its merger with Catalyst Health Solutions Inc. ( Catalyst ) in 2012) from September 2006 to July 2015, including as the Chairman of the Board and Chief Executive Officer from March 2011 to July 2015. Catamaran combined with OptumRx in 2015. During Mark s time serving on the board of directors at Catamaran, Catamaran s market capitalization grew at a compound annual growth rate of 50 percent. Prior to Catamaran, Mr. Thierer led Physicians Interactive, a division of Allscripts (Nasdaq: MDRX), as President from 2003 to 2006. Before that, he served in a variety of executive roles at CaremarkRx (n/k/a CVS Caremark) ( Caremark ), a pharmacy benefit management company, including most recently as Senior Vice President, New Ventures, and was responsible for developing Caremark s growth strategy. Prior to Caremark, Mr. Thierer worked in various management positions within the health industry of IBM (NYSE: IBM). Mr. Thierer has served on the board of directors of Rightway Healthcare, Inc., a provider of patient-facing care navigation tools for employee populations, since April 2020; Xeris Pharmaceuticals, Inc., a specialty pharmaceutical company leveraging its novel formulation technology platforms to develop and commercialize ready-to-use injectable and infusible drug formulations, since 3 Table of Contents October 2019; and Discover Financial Services, Inc., a financial services company that owns and operates Discover Bank, since April 2013. Mr. Thierer is also an advisor to the Jeffrey Pride Foundation for Pediatric Cancer Research. Mr. Thierer also holds the designation of CEBS (Certified Employee Benefits Specialist) from The Wharton School of the University of Pennsylvania. Lee Shapiro was the Chief Financial Officer of Livongo from January 2019 to October 2020, and is currently a Managing Partner at 7Wire, an investment firm he co-founded over a decade ago. Previously, Mr. Shapiro was President of Allscripts from 2002 until the end of 2012. Mr. Shapiro s leadership was integral in the execution of over $4 billion in mergers, acquisitions and financings. During Mr. Shapiro s tenure, Allscripts grew from $30 million to $1.2 billion in revenue and served a broad client base of physicians and hospitals across the United States. His responsibilities included the company s strategy, international operations, business development and partnerships, legal, government relations, health plan initiatives and business activities in the areas of analytics and information services. At times during Mr. Shapiro s time at Allscripts, he served as the company s Chief Operating Officer, leveraging his strong grasp of the business operations across the spectrum of development, sales, marketing, services and support. Prior to stepping in as Chief Financial Officer of Livongo in 2019 and leading its IPO, Mr. Shapiro served on the board of directors, chaired the audit committee and was a member of the compensation committee. Mr. Shapiro also served as a member of the executive leadership team, with a focus on strategy and business development. During his tenure as Chief Financial Officer, Livongo had a greater than 100% increase in revenue, raised a successful $550 million convertible debt offering and, approximately a year after its $28 per share IPO, entered into an $18.5 billion agreement to merge with Teladoc at a price of $159 per share, over five times the price of Livongo s shares at the time of its IPO, just 12 months earlier. Mr. Shapiro served on the board of directors of Medidata Solutions, Inc. (Nasdaq: MDSO) ( Medidata ) from 2011 until its sale to Dassault Systemes SA ( Dassault ) in 2019. Mr. Shapiro also served on the board of Tivity from 2015 until May 2020. He also serves on the board and committees of various 7Wire portfolio companies. Jeffrey A. Leerink is currently the Chief Executive Officer of SVB Leerink LLC ( SVB Leerink ), a leading investment bank serving the healthcare industry. With over three decades of experience, Mr. Leerink has propelled the firm to become the company-building partner of choice for the healthcare industry. Over the last 10 years, SVB Leerink has helped more than 280 companies raise approximately $100 billion in capital and advised on 130 M&A transactions with an aggregate deal value of $29 billion. The firm s focus on providing differentiated healthcare knowledge and access to equity capital markets has enabled SVB Leerink s clients to define and achieve their strategic objectives. Mr. Leerink founded Leerink Partners in 1995. In 2019, Leerink Partners merged with SVB Financial Group, parent company to Silicon Valley Bank, to create SVB Leerink. Under Mr. Leerink s leadership, Leerink Partners co-founded a private equity business focused on the healthcare industry. The private equity business consisted of two fund companies: Leerink Transformation Partners, focused on investing in technology-enabled healthcare companies, and Leerink Revelation Partners, a secondary investment fund focused on commercial companies with proven business models or companies with novel technologies that have clear clinical and regulatory pathways. In 2008, Mr. Leerink co-founded and was a member of the board of directors of Humedica, Inc., a clinical intelligence company that was incubated by and ultimately spun out of Leerink Partners. In 2013, the company was acquired by Optum, a subsidiary of UnitedHealth. Mr. Leerink currently serves on the board of directors of Fog Pharmaceuticals, Inc. ( FogPharma ), a privately held company that is pioneering the discovery and development of cell-penetrating miniproteins (CPMPs), which are specifically designed to target cancer-causing proteins inside cancer cells and neutralize them. Additionally, Mr. Leerink currently serves as a member of the Harvard Medical School Board of Fellows. Business Strategy In 2018, people over the age of 50 in the United States accounted for $8.3 trillion of GDP and approximately $2.0 trillion in healthcare spending, according to AARP. Despite the buying power and economic impact of this segment of the population, there have been few products and services that have successfully addressed its unique needs and demands. Those that have done so have been limited in their scope and impact. It is this highly unmet need that will be the focus of our business strategy. With the U.S. population aging at an accelerating rate, this opportunity will become even more pronounced, most particularly among those over the age of 65 a demographic that is projected to grow from approximately 4 Table of Contents 48 million people in 2016 to over 88 million by 2055, according to the U.S. Census Bureau. It is our intent to capitalize on this opportunity, focusing our efforts on acquiring and combining companies that are positioned, or can be repositioned, to better serve and excel in this large and growing market demographic. The senior market offers compelling growth trends, controls a disproportionate share of financial wealth, and presents significant opportunities and unmet needs in a broad range of areas, from lifestyle to healthcare, such as social determinants of health, social and lifestyle platforms, services that assist in reducing friction and avoidable costs and waste in healthcare, lifestyle platforms that serve the healthy senior and those that address end-of-life issues. Utilizing the experience and abilities of our management team, we will pursue acquisitions and combinations of companies in select sectors of the senior market, which will include, but will not be limited to, the following: Social Determinants of Health (SDOH): Social determinants of health include economic and social conditions that influence the health of people and communities. It includes such areas as the physical environment (for example, housing, transportation, and safety), nutrition and healthy food access, education and literacy, access to high-quality healthcare and social connectedness. These SDOH factors have a significant effect on the health of the population and seniors in particular, who have highly unique needs compared to the rest of the population. We believe new platforms and technologies for helping seniors stay meaningfully engaged and connected with others will help mitigate declining mental health associated with loneliness. Senior Lifestyle: Seniors want to utilize their available spending power to enjoy their retirement years in a variety of sectors: travel, entertainment, dating, fitness, and senior community services. The wants and needs extend into curated services for seniors, such as concierge and retail-focused activities. Home-based Services: Later-in-life seniors, including the home- and facility-bound, demand and utilize services that allow them to more comfortably age in place, including nutrition, personal hygiene, medication management, home care and repair services, remote monitoring capabilities and products to support those in assisted living and nursing facilities. Health Platforms: Seniors, more than any other population demographic, are the most likely to suffer from multiple chronic diseases and take multiple medications to treat and control them. They require the most careful monitoring, complex management and support. Companies with successful products and platforms designed to address these needs are poised for growth and significance in the marketplace. Easy to use, digitally-enabled platforms that facilitate seniors tracking their health, communicating with their medical practitioners, and connecting with their families, will become increasingly important to the senior sector in the near term. Financial and Legacy Services: Seniors command a large part of financial wealth in the U.S., but have unique and frequently unmet needs because of their focus on protecting and most effectively drawing down their savings and investments to support their lifestyle choices, minimizing tax issues and preserving funds for later generations. Tax-advantaged savings plans and products, specifically those designed to help pay for eligible medical expenses as well as deductibles, co-insurance, prescriptions, vision expenses, and dental care, will also serve as important investment vehicles as life expectancy increases and the senior market continues to grow. Our management believes that technology will intersect with each of these sectors and will be a key driver of progress in each, and continued technological innovation will be a successful contributor to the senior sector in the near and long term, as broader adoption of new health technology platforms will further increase access to care, lower costs, and improve quality. Our business strategy is to identify and complete our initial business combination with a company or companies that leverage and complement the experience of our management team. Additionally, it will be a strategic focus to identify business combinations that together exceed the value of the individual parts. Our management team possesses the following tools necessary to unlock such potential: Significant Industry Knowledge: Healthcare is a complex industry comprised of numerous sub-sectors that each require unique institutional knowledge to be properly analyzed and understood. Our management team, directors, advisors, and the support team we have assembled have significant experience in and knowledge of healthcare and healthcare technology. 5 Table of Contents Proven Track Record: Our management team has a strong track record of building healthcare businesses both through organic growth as well as acquisitions. They have decades of diverse experience operating and growing myriad businesses while driving value creation for shareholders. Sourcing: Our management team has an extensive network of relationships with industry executives, private owners, advisors and other intermediaries that will provide proprietary deal-sourcing opportunities. Collectively, the team has the proven ability to identify viable targets, conduct deep diligence, and execute transactions. Diligence Capabilities: Our management team has extensive backgrounds evaluating various potential acquisitions and investment opportunities, including, but not limited to, historical and projected financial and operational data assessment, supplier and customer discussions, legal reviews, management and affiliate discussions, on-site inspections, and other miscellaneous evaluations. Execution: Our management team has collectively advised on or executed several transactions that have created significant value for stakeholders throughout the course of their careers. Our management team s experience identifying, structuring, and executing various transactions will provide substantial knowledge for a targeted and efficient acquisition process. Operational Expertise: The members of our management team have extensive backgrounds and experience operating businesses and creating value. The team has successfully led businesses in various stages of their lifecycle, including startups and mature, multi-billion dollar businesses, with experience growing companies organically and through acquisition. This will allow for a diverse set of acquisition targets to be evaluated. We believe the collective experience and network of our management team will lead to compelling potential acquisition opportunities and will make us an attractive partner for a target business. Upon completion of this offering, our management team will reach out to their network to articulate the criteria for our potential target opportunities and will begin the process of pursuing and evaluating potential opportunities. Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses as acquisition opportunities. We may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to target opportunities based on the following criteria: Operates in the Broader Senior Market: Large and growing addressable market with favorable industry tailwinds and a significant opportunity to create value by improving outcomes and reducing costs; Category Leading and/or Defining Companies: Innovative companies disrupting the status quo with leading or growing market share; Scalable Businesses with Highly Attractive Financial Profile: Marketability to support significant growth while also driving margin expansion through technological advancements; and Significant Opportunity for Near- and Long-Term Growth: Organic and inorganic opportunities in current or adjacent markets. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, guidelines and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above guidelines, we will disclose that the target business does not meet the above guidelines in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission (the SEC ). 6 Table of Contents Initial Business Combination In accordance with Nasdaq listing rules, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. We refer to this as the 80% of fair market value test. The fair market value of the target or targets will be determined by our Board based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our Board will rely on generally accepted standards, our Board will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgement. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of fair market value test, as well as the basis for our determinations. If our Board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority ( FINRA ) or an independent valuation or appraisal firm with respect to satisfaction of such criteria. If our Board is not able to independently determine the fair market value of the target business or businesses, or if we are considering an initial business combination with an affiliated entity, we will obtain an opinion with respect to the satisfaction of such criteria from an independent investment bank or an independent valuation or accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this stipulation, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business, in order to meet certain objectives of the prior owners of the target business, the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test. If the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001823857_viveon_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001823857_viveon_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d5078917d417c99e27ceecde34a9a6e040194eb7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001823857_viveon_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus: we, us or our company refers to Viveon Health Acquisition Corp.; initial stockholders refers to all of our stockholders immediately prior to the date of this prospectus, including our sponsor and officers and directors to the extent they hold such shares; founder shares refers to the 4,887,500 shares of common stock held by our sponsor, our directors, and affiliates of our management team prior to this offering (including up to an aggregate of 637,500 shares of common stock subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part and an aggregate of up to 977,500 shares of common stock (or 850,000 shares of common stock to the extent that the underwriters over-allotment is not exercised, pro rata) that are subject to forfeiture to the extent that rights are exercised upon the consummation of an initial business combination); private warrants refers to the warrants we are selling privately to our sponsor and/or its designees upon consummation of this offering; sponsor refers to Viveon Health LLC. the term public stockholders means the holders of shares of common stock which are being sold as part of the units in this public offering, or public shares, whether they are purchased in the public offering or in the aftermarket, including any of our initial stockholders to the extent that they purchase such public shares (except that our initial stockholders will not have conversion or tender rights with respect to any public shares they own); and the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Certain financial information contained in this prospectus has been rounded and, as a result, certain totals shown in this prospectus may not equal the arithmetic sum of the figures that should otherwise aggregate to those totals. You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. General We are a blank check company formed under the laws of the State of Delaware on August 7, 2020. We were formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, which we refer to throughout this prospectus as our initial business combination, with one or more businesses or entities, which we refer to throughout this prospectus as a target business. To date, our efforts have been limited to organizational activities as well as activities related to this offering. Our efforts to identify a prospective target business will not be limited to any particular industry or geographic region, although we intend to focus our search on target healthcare businesses operating in North America. We have not identified any acquisition targets. From the date of our incorporation through the date of this prospectus, there have been no communications, evaluations or discussions between any of our officers or directors and any of their contacts or relationships regarding a potential initial business combination with our company. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate. We anticipate structuring our initial business combination to acquire 100% of the equity interest or assets of the target business or businesses. We may, however, structure our initial business combination to acquire less than 100% of such interests or assets of the target business, but we will only consummate such business combination if we will become the majority stockholder of the target (or control the target through contractual arrangements in limited circumstances for regulatory compliance purposes) or are otherwise not required to register as an investment company under the 1 Table of Contents Investment Company Act of 1940, as amended, or the Investment Company Act or, to the extent permitted by law, we may acquire interests in a variable interest entity, in which we may have less than a majority of the voting rights in such entity, but in which we are the primary beneficiary. We will not consider any transaction that does not meet this criterion. Even though we will own a majority interest in the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. Our Sponsor, Leadership, and Competitive Advantages Our sponsor is an affiliate of Drs. Jagi Gill and Romilos Papadopoulos, each of whom has extensive experience in the orthopedic and spine industry, as mangers of businesses within this sector as well as merger and acquisition and corporate finance experience. Jagi Gill, our Chief Executive Officer, has more than 20 years of healthcare investment and general management experience. From 2017 to 2020, he served as the Vice-President of Business Development and General Manager of AcuVentures, a business unit within Acumed LLC, which is a Berkshire Hathaway Company. Acumed LLC is a market leader in the orthopedic sector with particular strength in the upper extremity fracture repair and trauma market segments. As the General Manager, Dr. Gill led two business units, Rib Fixation and the Soft Tissue Repair, with responsibilities for product development, sales, marketing and profitability. Under his leadership, the business units grew 2-3x faster than their market segment. In addition to general management responsibilities, Dr. Gill was involved in sourcing, closing and integrating four acquisitions within the orthopedic sector for Acumed. These transactions ranged from technology acquisitions serving as tuck-in product integrations to stand alone companies with global revenue. From 2009 to 2017, he was the Founder, Chief Executive Officer and Board Member of Tenex Health a privately held orthopedic sports medicine company. In this capacity he patented, designed and developed the initial platform technology intended to treat chronic tendon pain. Under his leadership, Tenex Health launched commercially, generated positive operating income, secured FDA regulatory approval, developed a manufacturing and operations infrastructure, and established sales channels serving the outpatient Ambulatory Surgery Centers. Before founding Tenex Health, Dr. Gill was the Founder and Chief Executive Officer of OrthoCor, a company providing non-invasive pain management technology, from 2007 to 2009, while also serving in an advisory and consulting capacity to a number of medical technology companies. OrthoCor developed and commercialized orthopedic knee braces integrating pulsed electromagnetic technology to address chronic pain associated with trauma or osteoarthritis. Prior to this, he served in executive business development roles for Boston Scientific Corporation from 2001 to 2007 where he was involved in sourcing and supporting the acquisition of private companies which collectively accounted for more than $750 million in enterprise value. While at Boston Scientific, he was involved in the investments in, and acquisition of, the following private companies: Advanced Bionics (implantable neurostimulation), Cameron Health (implantable cardiac rhythm management), Innercool (systemic hypothermia for recovery from cardiac arrest), Orqis Medical (heart failure treatment) and Kerberos (endovascular thrombectomy). Dr. Gill completed his BSc and MSc in Anatomy from McGill University and PhD in Neuroscience from Mayo Clinic College of Medicine. We believe we will be able to capitalize on Dr. Gill s experience and accomplishments in the orthopedic and spine markets, along with his relationships among executives in the target companies, their supply chains, and their customer networks, to successfully close a business combination. Rom Papadopoulos, M.D., our Chief Financial Officer has more than 25 years of healthcare investment and operational experience. From 2006 to June 2020, Dr. Papadopoulos was the Founder and Managing Partner of Intuitus Capital, a private equity firm actively investing in the healthcare sector. At Intuitus, he has led investments in more than 30 companies with a total of more than $700 million in enterprise value. Prior to founding Intuitus Capital, Dr. Papadopoulos was Chief Financial Officer, Chief Operations Officer, Corporate Executive Vice President and Corporate Secretary of Global Energy Holdings (NYSE Amex: GNH). While at GNH, he created and executed the company s repositioning from traditional markets to renewable energy. He was responsible for coordinating all aspects of the financial management of the company including cash management and treasury, risk management, audit functions, SEC reporting and compliance as well as HR functions and employee policies. Dr. Papadopoulos was an early investor in Tenex Health Inc., a medical device company engaged in the manufacturing and sale of minimally invasive high frequency technology used to perform percutaneous tenotomy and fasciotomy. He eventually 2 Table of Contents became the interim CFO for the company until September 2013. In this capacity, he was an integral part of the team seeking and completing acquisitions for the company. From 2002 to 2006, Dr. Papadopoulos was the Managing Director and head of healthcare investment banking for Caymus Partners, a middle market investment banking firm. Dr. Papadopoulos received his medical degree (M.D.) from the Aristotelian University of Thessaloniki, Greece, Medical School in 1985 and conducted his post-graduate training in Pediatrics at Emory University in 1986. We believe that Dr. Papadopoulos is qualified to sit on our board due to his years of experience in the healthcare industry, as a clinician as well as an investor who possesses unique insight into medical technology assets, in addition to his strong financial credentials. When working together at Tenex Health, Drs. Gill and Papadopoulos served as Chief Executive Officer and Chief Financial Officer, respectively. Tenex Health s minimally invasive technology eliminates chronic tendon pain by precisely targeting and removing damaged tissue, without the need for conventional surgery. They were both involved in the product development, FDA regulatory clearance, and commercialization of the product portfolio. During their tenure, they also acquired and integrated American Optisurgical Inc (AOI) which provided the critical manufacturing and technology know-how to support the ongoing business plan for Tenex Health. As a follow-on to this transaction, they were able to monetize the non-core components of AOI, which delivered additional cash for working capital along with operational efficiency. We believe our management team is well positioned to take advantage of the growing set of investment opportunities focused on the orthopedic and spine industry and that our contacts and relationships will allow us to generate an attractive transaction for our stockholders. We have also assembled a group of independent directors who have a broad range of clinical medicine, scientific, management leadership, operational, investment and other industry experience within the healthcare and financial industries. Over the course of their careers, our directors have developed a broad international network of contacts and corporate relationships, and they have gained extensive experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates, as well as following the completion of our initial business combination. Our Board of Directors Jagi Gill, our Chief Executive Officer will serve as the Chairman of Board of Directors. Romilos Papadopoulos MD, who serves as our Chief Financial Officer, will also be appointed to our Board of Directors. We expect to appoint a board of five directors, three of whom, Lishan Aklog, Brian Cole and Doug Craft, will be independent pursuant to the rules of the NYSE American. Lishan Aklog, MD is Co-Founder, Chairman and Chief Executive Officer of PAVmed Inc. Dr. Aklog has also served as Executive Chairman of Lucid Diagnostics Inc. since its inception in 2018, as a co-founding Partner of both Pavilion Holdings Group LLC ( PHG ), a medical device holding company, since its inception in 2007, and Pavilion Medical Innovations LLC, a venture-backed medical device incubator, since its inception in 2009. He previously served as Chairman and Chief Technology Officer of Vortex Medical Inc., a PHG portfolio company, from its inception in 2008 until its acquisition in October 2012 by Angiodynamics, and has served as a consultant and on the advisory boards of many major medical device companies as well as innovative startups. Dr. Aklog is an inventor on 25 issued patents and over 45 patent applications, including the core patents of Vortex Medical s AngioVac system and the patents for a majority of PAVmed Inc. s products. Prior to entering the medical device industry full-time in 2012, Dr. Aklog was an academic cardiac surgeon serving, from 2006 to 2012, Associate Professor of Surgery, Chief of Cardiovascular Surgery and Chair of The Cardiovascular Center at St. Joseph s Hospital and Medical Center s Heart and Lung Institute in Phoenix, Arizona, from 2002 to 2006, as Assistant Professor of Cardiothoracic Surgery, Associate Chief of Cardiac Surgery and Director of Minimally Invasive Cardiac Surgery at Mount Sinai Medical Center in New York, and as Assistant Professor of Surgery at Harvard Medical School, Director of the Cardiac Surgery Research Laboratory, and an attending cardiac surgeon at Brigham and Women s Hospital in Boston, from 1999 to 2002. Dr. Aklog received his clinical training in general and cardiothoracic surgery at Brigham and Women s Hospital and Boston Children s Hospital, during which he spent two years as the Medtronic Research Fellow at Harvard Medical School s Cardiac Surgery Research Laboratory. He was then awarded the American Association of Thoracic Surgery Traveling Fellowship pursuant to which he received advanced training in heart valve surgery under renowned cardiac surgeons Sir Magdi Yacoub at Harefield Hospital in London and Professor Alain Carpentier at L Hopital Broussais in Paris. Dr. Aklog is a co-author on 38 peer-reviewed articles and 10 book chapters. He has served on the Editorial Board of the Journal of Cardiothoracic Surgery since 2006. He is a member of numerous professional societies and has been elected 3 Table of Contents to the American Association of Thoracic Surgery. He served on the Board of Directors of the International Society for Minimally Invasive Cardiothoracic Surgery from 2006 to 2009 and as President of the 21st Century Cardiothoracic Surgery Society in 2011. During his clinical career he was recognized as one of America s Top Doctors in the Castle Connolly Guide from 2002 to 2013. He serves as Chairman of the Boston ECG Project Charitable Foundation and the International Board of Directors of Human Rights Watch. Dr. Aklog received his A.B., magna cum laude, in Physics from Harvard University, where he was elected to Phi Beta Kappa. Dr. Aklog received his M.D., cum laude, from Harvard Medical School. Brian Cole MD, MBA is the Managing Partner of Midwest Orthopedics at Rush in Chicago, the lead executive for this large specialty practice which is consistently ranked as one of the top orthopedic groups by US News & World Report. Dr. Cole is a Professor in the Department of Orthopedics with a conjoint appointment in the Department of Anatomy and Cell Biology at Rush University Medical Center. In 2015, he was appointed as an Associate-Chairman of the Department of Orthopedics at Rush. In 2011, he was appointed as Chairman of Surgery at Rush Oak Park Hospital. He is the Section Head of the Cartilage Research and Restoration Center at Rush specializing in the treatment of arthritis in young active patients with a focus on regenerative medicine and biologic alternatives to surgery. He also serves as the head of the Orthopedic Master s Training Program and trains residents and fellows in sports medicine and research. He lectures nationally and internationally and holds several leadership positions in prominent sports medicine societies. Through his basic science and clinical research, he has developed several innovative techniques with several patents for the treatment of shoulder, elbow and knee conditions. He has published more than 1,000 articles and 10 widely read textbooks in orthopedics and regenerative medicine. In addition to his academic accomplishments, Dr. Cole currently serves in many senior leadership roles in organizations such as President of the Arthroscopy Association of North America, President of the Ortho-regeneration Network Foundation, and Secretary General (Presidential-line) International Cartilage Repair Society. Dr. Cole is frequently chosen as one of the Best Doctors in America since 2004 and as a Top Doctor in the Chicago metro area since 2003. In 2006, he was featured on the cover of Chicago Magazine as Chicago s Top Doctor and was selected as NBA Team Physician of the Year in 2009. Orthopedics This Week has named Dr. Cole as one of the top 20 sports medicine, knee and shoulder specialists repeatedly over the last 5 years as selected by his peers. He is the head team physician for the Chicago Bulls NBA team, co-team physician for the Chicago White Sox MLB team and DePaul University in Chicago. Dr. Cole was awarded his medical degree from the University of Chicago Pritzker School of Medicine and his MBA from the University of Chicago Booth School of Business. He completed his residency in Orthopedic Surgery at the Hospital for Special Surgery Cornell Medical Center in New York and his fellowship in Sports Medicine at the University of Pittsburgh. Doug Craft is the Chief Executive Officer of Atlanta-based Medicraft, Inc., which is one of the largest independent agents for Medtronic, the world leader in medical technology and pioneering therapies. He has devoted his entire career to the medical industry, initially concentrating in the sale of spinal implants, which he continues today. Mr. Craft has extensive relationships with health care systems, surgeons and other senior health care professionals across the nation. Over the past three decades his commercial interests have expanded to include evaluating, consulting and developing businesses in the medical field generally, including but not limited to neuro-intraoperative monitoring, biologic agents, orthopedic reconstruction implants, surgical navigation systems, regenerative kidney technology, trans-catheter cardiac valves and spinal implant device design. He has funded and started over 12 businesses in the Orthopedic, Spine and Neurological segments such as Biocraft Inc, Orthocraft Inc, Neurocraft Inc, Pharmacraft, Premier Medical Systems, and Diamond Orthopedics. Early in his career, he was one of the first agents for Danek a publicly traded spinal implant company which merged with Sofamor to become Sofamor-Danek and relisting on the NYSE. Sofamor-Danek was acquired by Medtronic in 1999 for $3.7 billion. Mr. Craft is a highly experienced entrepreneur who is continually exploring opportunities to multiply investments in medical businesses and technologies. Mr. Craft earned a B.S. degree in biomedical engineering from Mississippi State University, and is a Distinguished Fellow of the College of Engineering at Mississippi State University. As more fully discussed in Management Conflicts of Interest, if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with 4 Table of Contents the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior December 31, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Industry Opportunity While we may acquire a business in any industry, our focus will be on the orthopedic and spine industry in the United States and other developed countries. We believe the healthcare industry, particularly the life sciences and medical technology sectors, represents an enormous and growing target market with a large number of potential target acquisition opportunities. In 2018, total U.S. national health expenditures exceeded $3.6 trillion, and the Center for Medicare and Medicaid Services estimated that total healthcare spending accounted for approximately 18% of total U.S. Gross Domestic Product. According to 2019 ORTHOWORLD and 2020 MarketResearch.com reports, the global orthopedic market is estimated to be approximately $52.8 billion in 2020 broadly divided into the following segments: Joint Replacement and Reconstruction (37%), Spine (18%), Trauma Fixation (14%), Sports Medicine (11%), Ortho-Biologics (10%), and Other (10%), composed primarily of Orthopedic Braces and Craniomaxillofacial segments. The total market is expected to grow at approximately 5% annually to $60.4 billion in 2023. As reported by the Advisory Board in 2020, the most robust growth will be seen in the Joint Replacement, Spine, and Sports Medicine segments growing at 96%, 25% and 21% CAGR respectively for the next five years. We believe growth in our target markets is supported by fundamental socio-economic trends of an aging population and increasingly self-directed healthcare. As reported by the Advisory Board, the high prevalence of orthopedic medical conditions, such as osteoarthritis, osteoporosis, tendonitis, bursitis, trauma, hip, knee, shoulder and back pain, coupled with the rising geriatric population, are anticipated to drive the market growth. According to a National Center for Biotechnology Information report, approximately 13% of women and 10% of men above 60 years of age had symptomatic osteoarthritis. Additionally, the early onset of musculoskeletal conditions triggered by obesity, diabetes, cardiovascular disease, repetitive joint trauma and a sedentary lifestyle are expected to boost the growth. According to a 2019 report from Becker s Healthcare, growth in the US orthopedic and spine segments will be concentrated in the outpatient setting with a 25% growth in patient volumes driven to the Ambulatory Surgery Center, or ASC, setting. The Advisory Board reported that approximately 40% of the patients in our target of the Joint Replacement, Sports Medicine and Spine markets are self-referred to the treating surgeons or practices versus being referred by their primary care physician. The growth in patient volume directed to ASCs is also supported by expanding insurance reimbursement coverage for orthopedic procedures, particularly Joint Replacement and Sports Medicine/Arthroscopy as detailed in the 2020 American Medical Association CPT Code Guidelines. The self-directed growth of this market is coupled with the increasing emphasis on development and commercialization of minimally invasive technologies and techniques. This focus on innovation around single-use/disposable products and less-invasive solutions drives adoption of innovative new products and technologies by surgeons and the ASC facilities. Based upon our acquisition, product development and general management experiences, we believe most 5 Table of Contents of these innovative solutions are commercialized by small to mid-size companies that represent potential targets for our business combination. While these companies may possess solid business fundamentals and strong growth, their growth is challenged by the inability to obtain expansion capital. We believe there are a large number of companies that will view a business combination with us as an attractive way to access the public capital markets and expand their growth potential. While most of the companies in our target sectors are domiciled in the United States, many have also begun to expand their commercial footprint globally, which delivers an opportunity to further extend their commercial reach. The regional distribution of the global market is primarily divided into North America (44%), Asia/Pacific (23%), Western Europe (22%), and all other areas (11%), according to 2020 analysis by MarketResearch.com. Of these segments, the Asia/Pacific market is expected to grow most rapidly at more than 6% CAGR. The enhanced growth rate in the Asia/Pacific segment is attributed to the increase in healthcare facilities primarily in emerging markets as well as expansion by local medical technology companies serving the region that also have expansion plans to enter the North American and Western European markets. These regionally based medical technology companies will also serve as targets for our business combination. Acquisition Strategy We believe our management team is well positioned to identify unique opportunities in our target sectors. Our selection process will leverage our relationships within the industry particularly with leading venture capitalists and growth equity funds, executives of private and public companies, as well as leading investment banking firms, which we believe should provide us with a key competitive advantage in sourcing potential business combination targets. Furthermore, members of our board of directors will augment the selection process through their robust relationships. Given our profile and dedicated industry approach, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, and in particular investors in other private and public companies in our networks. We also believe that our Management s reputations, experience and track records in the orthopedic and spine space will make us a preferred partner for these potential targets. Our strategy is to utilize the experience and relationships of our management and board to identify target businesses that align with the following initiatives that we intend to employ, each of which is designed to complement the other to maximize future growth: i. Focus upon the highest growth segments of the orthopedic industry, namely Joint Replacement, Sports Medicine, and Spine, to identify a target business exhibiting rapid growth and business innovation. This initial target business would serve as the foundation on which extend our value proposition to our target markets in combination with our second strategic priority; ii. Leverage our management s experience and expertise to add-on target businesses exhibiting rapid growth, technology and service innovation, and positive income that would benefit from the opportunity for substantial revenue and profit expansion when combined with our core business. We believe target companies under either of the indicatives will experience a substantial increase in value as a result of a public listing which brings access to the public markets to capitalize innovation, achieve added public visibility that can help expand sales channels, and provide flexibility to support additional substantial acquisitions in the highly fragmented orthopedic and spine market. Investment Criteria We intend to focus on companies in the orthopedic and spine industry in the United States and other developed countries. Consistent with our strategy, we have identified the following criteria to evaluate prospective target businesses. Although we may decide to enter into our initial business combination with a target business that does not meet the criteria described below, it is our intention to acquire companies that we believe: have a clinical or other competitive advantage in the markets in which they operate and which can benefit from access to additional capital as well as our industry relationships and expertise; will likely be well received by public investors and experience substantial increase in valuation as a result of a public listing and access to the public markets; 6 Table of Contents are ready to be public, with strong management, corporate governance and reporting policies in place; will be able to take full advantage of the use of public securities as a means to engage in further substantial acquisitions in the highly fragmented orthopedic and spine market; have significant embedded and/or underexploited growth opportunities that will drive value; growing significantly above industry market rates; will offer attractive risk-adjusted equity returns for our stockholders. We may use other criteria as well. Any evaluation relating to the merits of a particular initial business combination may be based on these general criteria as well as other considerations, factors and criteria that our management may deem relevant. The Current Orthopedic and Spine Capital Market Opportunity We believe that emerging growth medical technology companies will realize material benefit from being publicly-traded, including greater access to capital to support innovation and sales channel expansion, having available liquid securities which can be utilized for acquisitions, and increased market and customer awareness. Based on our management s experience in the orthopedic and spine marketplace, we believe there are approximately 10 companies with annual revenues between $500 million and $999 million, an additional 15 companies with revenues between $200 million and $499 million, another 19 companies with revenues between $100 million and $199 million and more than 200 companies with revenues less than $100 million. Based on our knowledge of our target industry, we believe virtually all of the companies with annual revenues less than $200 million are privately held, many of which are delivering innovative solutions with above-market commercial growth and that are particularly attractive as targets for our initial business combination. The evolution of the orthopedic and spine market has resulted in limited options for smaller and mid-sized companies seeking to expand their operations either through access to capital for organic growth or sale to a strategic or financial investor. Historically, acquisitions by larger industry participants allowed these smaller companies to rapidly experience enhanced and perhaps global reach through the access of larger and more developed sales channels and capital to support innovation of their existing product pipeline. Today, as a result of the substantial consolidation of the industry, the acquiring companies characteristically seek transformative acquisitions which are far larger in size than the vast majority of companies in the industry, eliminating exit opportunities by acquisition for smaller and mid-sized companies. Based on a 2020 OrthoFeed report, the average size of an acquisition by larger companies in the orthopedic sector has been the lowest in over a decade showing an overall decline since 2015. Likewise, the venture capital industries have demonstrated a decrease in their overall investment in the last two years as reported by MoneyTree. Based on insight and experience gained by the management, late stage funding to support the growth of these small and mid-sized companies can also be challenging to secure due to the significant expense related to sales expansion and product pipeline development without the assurance of realizing an exit through acquisition. As a result, these companies, many of which are highly innovative and are experiencing high growth have few options to reach their full potential. While a traditional IPO could, in theory, provide a meaningful avenue for these companies to access capital and accelerate their growth, the relatively high risk and expense associated with a traditional initial public offering and the negative consequences of an unsuccessful public offering represent meaningful barriers to many companies in our target sector to pursuing a traditional IPO. Accordingly, we believe that the increased visibility and acceptance going-pubic mergers with special purpose acquisition companies like us may enhance our ability to consummate an initial business combination. We believe an acquisition by a special purpose acquisition company, like Viveon Health, can provide an efficient liquidity and capital-raising mechanism while materially reducing the risks and expenses associated with a traditional IPO. Furthermore, we believe Viveon Health s management team is well-known to, and respected by, the founders, management, and shareholders of private medical technology companies and that our leadership s reputations will be a competitive advantage in attracting high quality targets for our business combination. The Viveon Health management team and board of directors have an extensive operating and transaction experiences in the medical technology sector as manager, investors, acquirors, and sellers. We intend to leverage this experience and network to identify a target company and to deliver operational and economic benefit from a business combination. 7 Table of Contents Private Placements In August 2020, our sponsor purchased 3,593,750 shares for an aggregate purchase price of $25,000. We subsequently declared a share dividend of 0.36 for each outstanding share, resulting in 4,887,000 shares outstanding, which shares are referred to herein as founder shares or insider shares, and include (A) an aggregate of up to 637,500 shares that are subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part, so that our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering and (B) an aggregate of up to 977,500 shares of common stock (or 850,000 shares of common stock to the extent that the underwriters over-allotment is not exercised, pro rata) that are subject to forfeiture to the extent that the rights contained in the units are exercised upon consummation of an initial business combination. None of our initial stockholders has indicated any intention to purchase public units in this offering. The founder shares are identical to the public shares. However, our initial stockholders have agreed (A) to vote their founder shares in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our certificate of incorporation that would affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 15 months of the closing of this offering, unless we provide public stockholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to redeem any shares, including founder shares into the right to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in any tender offer in connection with our proposed initial business combination, and (D) that the founder shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. On the date of this prospectus, the founder shares will be placed into an escrow account maintained by Continental Stock Transfer & Trust Company acting as escrow agent. 50% percent of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date of the consummation of our initial business combination or (ii) the date on which the closing price of our shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and the remaining 50% of the founder shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (1) to any persons (including their affiliates and stockholders) participating in the private placement of the private warrants, officers, directors, stockholders, employees and members of our sponsor and its affiliates, (2) amongst initial stockholders or their respective affiliates, or to the Company s officers, directors, advisors and employees, (3) if a holder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (4) by bona fide gift to a member of the holder s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of our securities, (8) by private sales at prices no greater than the price at which the shares were originally purchased, (9) for the cancellation of up to 637,500 shares of common stock subject to forfeiture to the extent that the underwriters over-allotment is not exercised in full or in part or (10) for the cancellation of up to 977,500 shares of common stock (or 850,000 shares of common stock to the extent that the underwriters over-allotment is not exercised, pro rata) subject to forfeiture to the extent that rights are exercised in connection with the consummation of our initial business combination, in each case (except for clauses 9 and 10 or with our prior consent) where the transferee agrees to the terms of the escrow agreement and the insider letter. In addition, Viveon Health LLC, our sponsor, has committed to purchase from us an aggregate of 16,470,000 warrants (18,000,000 warrants if the over-allotment option is exercised in full), or private warrants, at $0.50 per private warrant (for a total purchase price of $8,235,000 or $9,000,000 if the over-allotment option is exercised in full), with each warrant exercisable for one-half of a share of common stock at an exercise price of $11.50 per whole share. These purchases will take place on a private placement basis simultaneously with the consummation of this offering. Our sponsor has also agreed that if the over-allotment option is exercised by the underwriters, they will purchase from us at a price of $0.50 per private warrant an additional number of private warrants (up to a maximum of 1,530,000 8 Table of Contents additional private warrants for a total purchase price of $9,000,000) pro rata with the amount of the over-allotment option exercised so that at least $10.10 per share sold to the public in this offering is held in trust regardless of whether the over-allotment option is exercised in full or part. The proceeds from the private placement of the private warrants will be added to the proceeds of this offering and placed in a trust account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee. If we do not complete our initial business combination within 15 months, the proceeds from the sale of the private warrants will be included in the liquidating distribution to the holders of our public shares. The private warrants are identical to the warrants sold as part of the public units in this offering except that the private warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. If public units or shares of common stock are purchased by any of our directors, officers or initial stockholders, they will be entitled to funds from the trust account to the same extent as any public stockholder upon our liquidation but will not have redemption rights related thereto. Our executive offices are located at c/o Gibson, Deal & Fletcher, PC, Spalding Exchange,3953 Holcomb Bridge Road Suite 200, Norcross, Georgia 30092, and our telephone number is (404) 861-5393. 9 Table of Contents The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 20 of this prospectus. Securities offered 17,000,000 units, at $10.00 per unit, each unit consisting of one share of common stock, one warrant and one right. Each warrant entitles the holder thereof to purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share, subject to adjustment as described in this prospectus. Each right entitles the holder thereof to receive one-twentieth (1/20) of a share of common stock upon consummation of our initial business combination. Pursuant to the warrant agreement, a warrantholder may exercise its public warrants only for a whole number of shares. This means that only an even number of public warrants may be exercised at any given time by a warrantholder. Listing of our securities and proposed symbols We anticipate the units and the shares of common stock, the warrants and the rights, once they begin separate trading, will be listed on the NYSE American stock exchange under the symbols VHAQ.U, VHAQ, VHAQ.WS, and VHAQ.R, respectively. Each of the shares of common stock, warrants and rights may trade separately on the 90th day after the date of this prospectus unless Chardan determines that an earlier date is acceptable (based upon, among other things, its assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, our securities in particular). In no event will Chardan allow separate trading of the shares of common stock, warrants and rights until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering. Once the shares of common stock, warrants and rights commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into separately trading shares of common stock, warrants and rights. We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place two business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if Chardan has allowed separate trading of the shares of common stock, warrants and rights prior to the 90th day after the date of this prospectus. 10 Table of Contents Shares of common stock: Number issued and outstanding before this offering 4,887,500 shares(1) Number to be issued and outstanding after this offering 21,250,000 shares(2) Redeemable Warrants: Number issued and outstanding before this offering 0 warrants Number to be issued and outstanding after this offering and sale of private warrants 17,000,000 public warrants and 16,470,000 private warrants(3) Exercisability Each redeemable public warrant entitles the holder thereof to purchase one-half (1/2) of a share of common stock, and each private warrant entitles the holder thereof to purchase one-half (1/2) a share of common stock. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This means that only an even number of public warrants may be exercised at any given time by a warrant holder. Exercise price $11.50 per whole share. If (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor, initial stockholders or their affiliates, without taking into account any founders shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds held in trust, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock or equity-linked securities, and the $16.50 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. ____________ (1) This number includes an aggregate of up to 637,500 shares of common stock held by our initial stockholders that are subject to forfeiture if the over-allotment option is not fully exercised by the underwriters. (2) Assumes the over-allotment option has not been exercised and an aggregate of 637,500 shares of common stock held by our initial stockholders have been forfeited. If the over-allotment option is exercised in full, there will be a total of 21,250,000 shares of common stock issued and outstanding. (3) Assumes the over-allotment option has not been exercised. If the over-allotment option is exercised in full, there will be a total of 37,550,000 warrants issued and outstanding. 11 Table of Contents No public warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. It is our current intention to have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock in effect promptly following consummation of an initial business combination. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 120 days following the consummation of our initial business combination, public warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the day prior to the date of exercise. For example, if a holder held 300 warrants to purchase 300 shares and the fair market value on the date prior to exercise was $15.00, that holder would receive 70 shares without the payment of any additional cash consideration. Exercise period The warrants will become exercisable on the later of one year after the closing of this offering or the consummation of an initial business combination. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption. Redemption We may redeem the outstanding warrants (excluding the private warrants), in whole and not in part, at a price of $0.01 per warrant: at any time while the warrants are exercisable, upon a minimum of 30 days prior written notice of redemption, if, and only if, the last sales price of our common stock equals or exceeds $16.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption, and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of our common stock may fall below the $16.50 trigger price, as well as the $11.50 warrant exercise price after the redemption notice is issued. The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. 12 Table of Contents If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a cashless basis will depend on a variety of factors including the price of our shares of common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances. Rights included as part of units: Number outstanding before this offering and the private placement 0 Number outstanding after this offering and the private placement 17,000,000(4) Terms of Rights Except in cases where we are not the surviving company in a business combination, each holder of a right will automatically receive one-twentieth (1/20) of a share of common stock upon consummation of our initial business combination. In the event we will not be the surviving company upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-twentieth (1/20) of a share underlying each right upon consummation of the business combination. We will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, you must hold rights in multiples of 20 in order to receive shares for all of your rights upon closing of a business combination. If we are unable to complete an initial business combination within the required time period and we redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. Offering proceeds to be held in trust $171,700,000 of the net proceeds of this offering and the private placement (or $197,455,000 if the over-allotment option is exercised in full), will be placed in a trust account at Morgan Stanley, maintained by Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus. Except as set forth below, the proceeds in the trust account will not be released until the earlier of: (1) the completion of an initial business combination within the required time period and (2) our redemption of 100% of the outstanding public shares if we have not completed a business combination in the required time period. Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business. ____________ (4) Assumes the over-allotment option has not been exercised. If the over-allotment option is exercised in full, there will be a total of 19,550,000 rights issued and outstanding. 13 Table of Contents Notwithstanding the foregoing, there can be released to us, from time to time, any interest earned on the funds in the trust account that we may need to pay our tax obligations. With this exception, expenses incurred by us may be paid prior to a business combination only from the net proceeds of this offering not held in the trust account of approximately $1,685,000 provided, however, that in order to meet our working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient, our initial stockholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would be paid upon consummation of our initial business combination, without interest. Limited payments to insiders Prior to the consummation of a business combination, there will be no fees, reimbursements or other cash payments paid to our initial stockholders, officers, directors or their affiliates prior to, or for any services they render in order to effectuate, the consummation of a business combination (regardless of the type of transaction that it is) other than: repayment of loans of up to $500,000 advanced to us by our sponsor to cover offering-related and organizational expenses; payment of $20,000 per month to an affiliate of Viveon Health LLC for office space and related services, subject to deferral as described herein; repayment of loans which may be made by our insiders, officers, directors or any of its or their affiliates to finance transaction costs in connection with an initial business combination, the terms of which have not been determined; reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; and repayment upon consummation of our initial business combination of any loans which may be made by our initial stockholders or their affiliates or our officers and directors to finance transaction costs in connection with an intended initial business combination. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account available to us, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to any initial stockholder or member of our management team, or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval. 14 Table of Contents Stockholder approval of, or tender offer in connection with, initial business combination In connection with any proposed initial business combination, we will either (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which public stockholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our public stockholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account. If we determine to engage in a tender offer, such tender offer will be structured so that each public stockholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. If enough stockholders tender their shares so that we are unable to satisfy any applicable closing condition set forth in the definitive agreement related to our initial business combination, or we are unable to maintain net tangible assets of at least $5,000,001, we will not consummate such initial business combination. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction or whether the terms of the transaction would otherwise require us to seek stockholder approval. If we provide stockholders with the opportunity to sell their shares to us by means of a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC s proxy rules. If we seek stockholder approval of our initial business combination, we will consummate the business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. We have determined not to consummate any business combination unless we have net tangible assets of at least $5,000,001 upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeemed) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all. 15 Table of Contents Our initial stockholders have agreed (A) to vote their founder shares and any public shares in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our certificate of incorporation that would affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 15 months unless we provide public stockholder an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to convert any shares (including the founder shares and public shares they acquire in this offering or otherwise) into the right to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in a tender offer in connection with our proposed initial business combination, and (D) that the founder shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. None of our initial stockholders or their affiliates has indicated any intention to purchase public units in this offering or any units or shares of common stock in the open market or in private transactions. However, if a significant number of stockholders vote, or indicate an intention to vote, against a proposed business combination, our initial stockholders, officers, directors or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. Our initial stockholders, officers, directors and their affiliates could purchase sufficient shares so that the initial business combination may be approved without the majority vote of public shares held by non-affiliates. Notwithstanding the foregoing, our officers, directors, initial stockholders and their affiliates will not make purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company s stock or purchasing shares when the buyer is in possession of material non-public information about the Company. Conversion rights In connection with any stockholder meeting called to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether he, she or it is voting for or against such proposed business combination, to demand that we convert his, her or its public shares into a pro rata share of the trust account upon consummation of the business combination. We may require public stockholders wishing to exercise conversion rights, whether they are a record holder or hold their shares in street name, to either tender the certificates they are seeking to convert to our transfer agent or to deliver the shares they are seeking to convert to the transfer agent electronically using Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, at any time at or prior to the vote on the business combination. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the vote on the business combination in order to exercise conversion rights. This is because a holder would need to deliver shares to exercise conversion rights regardless of the timing of when such delivery must be effectuated. However, in the event we require stockholders to deliver their shares prior to the vote on the proposed business combination and the proposed business combination is not consummated, this may result in an increased cost to stockholders. The conversion rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. 16 Table of Contents Under Delaware law, we may be required to give a minimum of only ten days notice for each general meeting. As a result, if we require public stockholders who wish to convert their shares of common stock into the right to receive a pro rata portion of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise their conversion rights and may be forced to retain our securities when they otherwise would not want to. If we require public stockholders who wish to convert their shares of common stock to comply with specific delivery requirements for conversion described above and such proposed business combination is not consummated, we will promptly return such certificates to the tendering public stockholders. Liquidation if no business combination If we are unable to complete our initial business combination within 15 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public shares (including any public units in this offering or any public units or shares that our initial stockholders or their affiliates purchased in this offering or later acquired in the open market or in private transactions), which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably practicable following such redemption, subject to the approval of our remaining holders of common stock and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in the case of (ii) and (iii) above) to our obligations to provide for claims of creditors and the requirements of applicable law. In connection with our redemption of 100% of our outstanding public shares for a portion of the funds held in the trust account, each holder will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not necessary to pay our taxes payable on such funds. Holders of rights or warrants will receive no proceeds in connection with the liquidation with respect to such rights or warrants, which will expire worthless. We may not have funds sufficient to pay or provide for all creditors claims. Although we will seek to have all third parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. There is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims against the trust account for monies owed them. The holders of the founder shares and private warrants will not participate in any redemption distribution with respect to their founder shares and private warrants, but may have any public shares redeemed upon liquidation. 17 Table of Contents If we are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account, without taking into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately $10.10. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our stockholders. Furthermore, our underwriters may seek recourse against the proceeds in the trust account relating to any future claims they may have against us. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. Therefore, the actual per-share redemption price may be less than approximately $10.10. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account. If such funds are insufficient, our sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment for such expenses. We currently do not anticipate that such funds will be insufficient. RISKS We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision on whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act, and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison to offerings of blank check companies subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors beginning on page 20 of this prospectus. A brief summary of some of the risk factors that make an investment in us speculative or risky include: Whether we will be able to complete our initial business combination, particularly in light of disruption that may result from limitations imposed by the COVID-19 pandemic; Whether we will be successful in retaining or recruiting, or making changes required in, our officers, key employees or directors following our initial business combination; How much time our officers and directors allocate to us and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements and other benefits; Whether we will need to obtain additional financing to complete our initial business combination; Whether there is a sufficient pool of prospective target businesses for us to acquire, given competition; Whether our officers and directors are able to generate a number of potential investment opportunities; Whether our securities are delisted from NYSE American prior to our business combination or an inability to have our securities listed on NYSE American following a business combination; The fact that we may have limited liquidity in our securities; The fact there has not previously been a market for our securities; and Our financial performance following our business combination. 18 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001823896_golden_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001823896_golden_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5bea0f301ad561916bc0b61ad8442a567ef37ad8
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001823896_golden_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: certificate of incorporation are to our amended and restated certificate of incorporation to be in effect as of the date of this prospectus; common stock are to our Class A common stock and our Class B common stock, collectively; company, our, we or us are to Golden Falcon Acquisition Corp.; equity-linked securities are to any securities of our company that are convertible into or exchangeable or exercisable for common stock of our company; founder shares are to shares of our Class B common stock outstanding as of this offering and the shares of our Class A common stock that may be issued upon the conversion thereof as described herein; initial stockholders are to our sponsor and the other holders of our founder shares prior to this offering; management or our management team are to our officers and directors (including our director nominees who will become directors in connection with the consummation of this offering); private placement warrants are to the warrants issued in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and members of our management team to the extent they purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to (1) our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and (2) any private placement warrants or warrants issued upon conversion of working capital loans that are transferred to third parties that are not our sponsor or its permitted transferees following the consummation of our initial business combination; Representatives are to UBS Securities LLC and Moelis & Co., as representatives of the several underwriters of this offering; specified future issuance are to an issuance of a class of equity or equity-linked securities to certain purchasers, which may include affiliates of our management team, that we may determine to make in connection with financing our initial business combination; sponsor is to Golden Falcon Sponsor Group, LLC, a Delaware limited liability company; and warrants are to our public warrants and private placement warrants, as well as any warrants issued upon conversion of working capital loans upon consummation of our initial business combination, collectively. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture by our initial stockholders of an aggregate of 937,500 founder shares. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED DECEMBER 14, 2020 Golden Falcon Acquisition Corp. $250,000,000 25,000,000 Units Golden Falcon Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, which we refer to throughout this prospectus as our initial business combination, with one or more businesses or entities, which we refer to throughout this prospectus as a target business. We have not selected any specific target business and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any target business regarding a business combination with our company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants once the warrants become exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriters a 45-day option to purchase up to an additional 3,750,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below, calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares throughout this prospectus, subject to the limitations described herein. If we have not completed our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Golden Falcon Sponsor Group, LLC, has agreed that it will purchase an aggregate of 7,000,000 warrants (or 7,750,000 warrants if the underwriters over-allotment option is exercised in full) at a price of $1.00 per warrant ($7,000,000 in the aggregate, or $7,750,000 if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants as the private placement warrants throughout this prospectus. Each private placement warrant entitles the holder thereof to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as provided herein. Our initial stockholders own an aggregate of 7,187,500 shares of our Class B common stock (up to an aggregate of 937,500 shares of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised). We refer to these shares of Class B common stock as the founder shares throughout this prospectus. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as described herein. Currently, there is no public market for our units, Class A common stock or warrants. We intend to apply to have our units listed on the New York Stock Exchange, or NYSE, under the symbol GFX.U on or promptly after the date of this prospectus. We cannot assure you that our securities will be approved for listing on the NYSE. We expect that our units will be listed on the NYSE on or promptly after the date of this prospectus. We expect that the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless UBS Securities LLC and Moelis & Co., the representatives of the underwriters in this offering, inform us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on the NYSE under the symbols GFX and GFX WS, respectively. We cannot assure you that any of our securities will continue to be listed on the NYSE after this offering. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See the section of this prospectus entitled Risk Factors beginning on page 44 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 13,750,000 Proceeds, before expenses, to Golden Falcon Acquisition Corp. $ 9.45 $ 236,250,000 (1) Includes $0.35 per unit, or $8,750,000 (or up to $10,062,500 if the underwriters over-allotment option is exercised in full) in the aggregate payable to the representative of the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the representatives of the underwriters only on completion of an initial business combination, as described in this prospectus. See the section of this prospectus entitled Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250.0 million, or $287.5 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee, and $2.0 million will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest to occur of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to stockholders rights or pre-initial business combination activity and (c) the redemption of our public shares if we have not completed our business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Joint Book-Running Managers UBS Investment Bank Moelis & Co. Lead Manager EarlyBirdCapital, Inc. , 2020 Table of Contents Proposed business GENERAL We are a newly organized Delaware corporation structured as a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. To date, our efforts have been limited to organizational activities and activities related to this offering. We have not selected any potential business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential target regarding entering into a business combination with us. We will seek to leverage our management team s proprietary global network of strong relationships with private equity sponsors, entrepreneurs, venture and growth capital funds, family offices, large corporations, sovereign wealth funds and their owners and most senior officers to identify, structure, finance, acquire and support the operation of a business combination target. In pursuing our strategy we will take advantage of our management team s extensive experience in investing in and operating businesses across a wide range of sectors and geographies. While we may pursue an initial business combination with any target business and in any sector or geographical location, we intend to focus our search on companies operating in the technology, media, telecommunications ( TMT ) and fintech sectors that are headquartered in Europe, Israel, the Middle East or North America. We believe that this combination of relationships, experience and expertise puts us in a strong position to source an attractive target and complete an initial business combination and makes us a preferred partner for potential business combination targets. MANAGEMENT TEAM Makram Azar, our Chief Executive Officer and a member of our board of directors, has over 30 years of investment banking and private equity experience. Mr. Azar is Chief Executive Officer and director of Full Circle Capital Limited, a private investment and advisory group, which he founded in 2019. Since 2019, Mr. Azar has also served as Chief Executive Officer and director of Full Circle Capital Services Limited ( Full Circle Capital ), a wholly-owned subsidiary of Full Circle Capital Limited. Previously, from 2010 to 2019, he was at Barclays Bank PLC, where among other roles, he served as Chairman of Banking EMEA and Chairman of Barclays Bank PLC, MENA. Since 2019, he has continued his relationship with Barclays Bank PLC, serving as Senior Advisor. Before this, Mr. Azar served as Managing Director and Head of MENA for Kohlberg Kravis Roberts & Co ( KKR ) from 2008 to 2010. Prior to joining KKR, Mr. Azar had spent 18 years at Lehman Brothers, latterly as Global Head of Sovereign Wealth Funds and Chairman of Media Investment Banking EMEA. Previously he led the Media, Consumer & Retail Investment Banking businesses of Lehman Brothers in EMEA. Mr. Azar has completed over 200 M&A, equity capital markets, debt capital markets and private equity deals with an aggregate value in excess of $350 billion, across a broad spectrum of geographies and industries, including TMT, consumer, sustainable energy, retail, hospitality, financial services, industrials and real estate. His clients have included some of the largest institutional investors, multinational corporations, sovereign wealth funds and governments. Mr. Azar holds a BA in Applied Economics from the University Paris-IX Dauphine and a Master s degree in Management and Finance from cole des Hautes tudes Commerciales (HEC) in Paris. Table of Contents We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and neither we nor the underwriters take responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus or the date specified herein. TABLE OF CONTENTS Page Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001824013_health_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001824013_health_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4683e79ed11a3efe608af56d1adf92c748cb59c6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001824013_health_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to the second amended and restated certificate of incorporation that the company will adopt prior to the consummation of this offering; Board are to our board of directors; Class A shares are to our shares of Class A common stock, par value $0.0001 per share; Class B shares are to our shares of Class B common stock, par value $0.0001 per share; common stock are to our Class A common stock and our Class B common stock; directors are to our current directors and director nominees; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of such securities; foundation is to Health Assurance Economy Foundation, a Delaware corporation; General Catalyst are to General Catalyst Partners, LLC, a Delaware limited liability company; initial stockholders are to our sponsor, the foundation and any other holders of our alignment shares immediately prior to this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our executive officers; alignment shares are to our Class B shares issued to our sponsor and the foundation; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any, which private placement warrants are identical to the warrants sold in this offering, subject to certain limited exceptions as described in this prospectus; public shares are to our shares of Class A common stock sold as part of the SAILSM securities in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares; provided that our initial stockholders and each member of our management team s status as a public stockholder will only exist with respect to such public shares; sponsor are to HAAC Sponsor, LLC, a Delaware limited liability company; underwriter s over-allotment option are to the underwriter s 45-day option to purchase up to an additional 7,500,000 SAILSM securities to cover over-allotments, if any; warrants are to our warrants sold as part of the SAILSM securities in this offering (whether they are purchased in this offering or thereafter in the open market); and we, us, our, HAAC, company or our company are to Health Assurance Acquisition Corp., a Delaware corporation. Each SAILSM security consists of one share of Class A common stock and one-fourth of one warrant for each SAILSM security purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 12, 2020 PRELIMINARY PROSPECTUS $500,000,000 Health Assurance Acquisition Corp. 50,000,000 SAILSM (Stakeholder Aligned Initial Listing) Securities Health Assurance Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our securities. Each SAILSM security has an offering price of $10.00 and consists of one share of Class A common stock and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriter has a 45-day option from the date of this prospectus to purchase up to 7,500,000 additional SAILSM securities to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, HAAC Sponsor, LLC and certain directors of the Company have agreed to purchase 11,333,333 warrants (or 12,333,333 warrants if the underwriter s over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. Our sponsor and Health Assurance Economy Foundation, a charitable foundation, currently own 2,561,624 (up to 375,000 of which are subject to forfeiture depending on the extent to which the underwriter's over-allotment option is exercised) and 287,500 shares of Class B common stock or alignment shares , which will collectively represent 5% of the shares of common stock issued in this offering. On the last day of each measurement period (as defined below), which will occur annually over ten fiscal years following consummation of our initial business combination (and, with respect to any measurement period in which we have a change of control or in which we liquidate, dissolve or wind up, on the business day immediately prior to such event instead of on the last day of such measurement period), 287,500 (or 250,000 if the over-allotment option is not exercised) of the shares of Class B common stock will automatically convert into shares of Class A common stock based upon the Total Return (as further described herein) of the Closing Share Count (as further described herein) as of the relevant measurement date above the Price Threshold (as further described herein). The alignment shares will be entitled to a number of votes representing 20% of our outstanding common stock prior to the completion of our initial business combination. Following completion of our initial business combination, the alignment shares will be entitled to one vote per share. Holders of the Class B common stock will have the right to elect all of our directors prior to our initial business combination. On any other matter submitted to a vote of our stockholders, holders of the Class B common stock and holders of the Class A common stock will vote together as a single class, except as required by applicable law or the applicable rules of the Nasdaq Capital Market, or Nasdaq, then in effect. Currently, there is no public market for our securities. We intend to apply to have our SAILSM securities listed on Nasdaq under the symbol HAACU. We expect that the shares of Class A common stock and warrants comprising the SAILSM securities will begin separate trading on Nasdaq under the symbols HAAC and HAACW, respectively, on the 52nd day following the date of this prospectus unless the underwriter permits earlier separate trading and we have satisfied certain conditions. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 30 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per SAILSM security Total Public offering price $ 10.00 $ 500,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 27,500,000 Proceeds, before expenses, to us $ 9.45 $ 472,500,000 (1) Includes $0.35 per SAILSM security, or $17,500,000 in the aggregate (or $20,125,000 in the aggregate if the underwriter s over-allotment option is exercised in full), payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriter only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $500,000,000, or $575,000,000 if the underwriter s over-allotment option is exercised in full ($10.00 per SAILSM security in either case), will be deposited into a U.S.- based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The underwriter is offering the SAILSM securities for sale on a firm commitment basis. The underwriter expects to deliver the SAILSM securities to the purchasers on or about , 2020. Sole Book-Running Manager Morgan Stanley The date of this prospectus is , 2020 TABLE OF CONTENTS connection with the transaction, which will include gross proceeds from the IPO and any subsequent capital raised in connection with the merger. Our economics are contingent upon sustained performance our initial stockholders will not earn returns on their alignment shares until our other stockholders do. Dilution will occur over time, also contingent upon sustained performance. The key elements of our structure are summarized below and are explained further elsewhere in this prospectus: Attribute Conventional SPAC (Founder Shares) SAILSM Alignment Shares Alignment Shares N/A no performance based alignment shares in the traditional structure In conventional SPAC structure, 20% of all shares issued and outstanding at IPO granted to sponsor, which converts to Class A shares immediately upon the completion of the business combination Alignment shares equal to 5% of capital raised at IPO granted to the sponsor and the foundation 10% tranche of alignment shares to convert annually to Class A shares for 10 years following combination, converted at a variable amount contingent on price performance: On the first 30% performance, conversion shares will be 20% of the increase in the sum of (i) the VWAP, calculated in accordance with Description of Securities Volume weighted average price below of one share of Class A common stock, and (ii) the amount per share of any dividends or distributions paid during such measurement period (such sum, the Total Return ), but in respect of the increase above the relevant Price Threshold (as defined below), multiplied by the sum (such sum (as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions), the Closing Share Count ) of (x) the number of shares of Class A common stock outstanding immediately after the closing of this offering and (y) if in connection with the initial business combination there are issued any shares of Class A shares or PIPE Securities (as defined below), the number of shares of Class A common stock so issued and the maximum number of shares of Class A common stock issuable (whether settled in shares or in cash) upon conversion or exercise of such PIPE Securities, divided by the Total Return TABLE OF CONTENTS and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the SAILSM securities and only whole warrants will trade. Accordingly, unless you purchase at least four SAILSM securities, you will not be able to receive or trade a whole warrant. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. Summary Hemant Taneja, Glen Tullman, Stephen Klasko MD, MBA, Jennifer Schneider, MD, Quentin Clark, and Anita V. Pramoda and Evan Sotiriou, have established Health Assurance Acquisition Corp., a newly formed blank check company. Our mission is to partner with leading healthcare businesses leveraging technology. We aim to help them become iconic category winners that accelerate the digital transformation of healthcare into a new system of health assurance. Healthcare is a foundational pillar of society and one of the largest sectors of the United States economy. Healthcare spending is projected to reach $4.0 trillion in 2020, accounting for 18% of US GDP. As healthcare costs have continued to rise, consumers have shouldered an increasing portion of the expense out of pocket. In 2018, the average family paid more to hospitals than to the federal government in taxes, representing 15% of median household income. Even as consumers have paid more, the quality of care in the United States has fallen to the lowest in the developed world, and hospitals regularly report declining revenues and rising administration costs. This complex and inflexible system is underpinned by misaligned incentives across the stakeholder ecosystem that result in poor patient outcomes and high cost of care. We believe the intersection of technology and healthcare is one of the most significant value creation opportunities of this decade and the most important area where entrepreneurs can make a difference to society. Over the past fifteen years, content, community, and commerce have been digitized and reorganized online, giving rise to massive technology platforms, like Google, Amazon, and Netflix. Yet healthcare has remained largely untouched by these developments. We believe this is the pivotal moment to invest in healthcare innovation. The recent COVID-19 pandemic starkly exposed the lack of resilience in our current healthcare system and accelerated changes that might otherwise have taken years to evolve. The future is rushing to us healthcare is at the beginning of its internet moment. Our experience has shown that technology can fill the apparent gaps in healthcare and create a sustainable system, enabling us to better care for individuals and empower them to take control of their own health. We have a vision for this new tech-enabled system: we call it health assurance. It is a new category of consumer-centric, data-driven, cloud-based healthcare designed to help people stay healthy and avoid today s sick care paradigm. Health assurance companies deliver modern consumer health experiences while decreasing the overall healthcare GDP and are rooted in partnership with existing care providers. In a world built on health assurance, care is continuous, proactive, personalized, and available everywhere. Health assurance companies will be rewarded based on patient outcomes, enabling free-market economics to perform their important role in creating best-in-class solutions. The goal for HAAC is to partner with companies that help build this new system of health assurance. We know that health assurance companies can generate both positive clinical outcomes and outsized shareholder returns because our team built the first one Livongo Health, Inc. ( Livongo ). In 2014, Mr. Taneja and Mr. Tullman set out to create a better experience for patients with diabetes. They knew that each person has a unique relationship with diabetes and should have tools to manage their condition according to their experience. Livongo did not make the old model of diabetes treatment more efficient. Instead, it created a new type of care model, empowering members with technology so that they could think less about their condition, see doctors less often, and seldom have emergencies. The result was a high reported Net Promoter Score of 64 among patients using Livongo, and reduced costs for both payers and providers. Net Promoter Score is a percentage, expressed as a numerical value up to a maximum value of 100, to gauge customer satisfaction and reflects responses to the following question on a scale of zero to 10: How likely are you to recommend Livongo to a friend? Responses of nine or 10 were considered promoters, responses of seven or eight were considered neutral or passives, and responses of six or less were considered detractors. The number of TABLE OF CONTENTS Attribute Conventional SPAC (Founder Shares) SAILSM Alignment Shares Above the first 30% performance, conversion shares will be 30% of the increase in Total Return of one Class A share (all else calculated same) The Price Threshold will initially equal $10.00 for the first measurement period (as defined below) completion of the initial and will thereafter be adjusted at the beginning of each subsequent measurement period to be equal to the greater of (i) the VWAP for the immediately preceding fiscal year and (ii) the Price Threshold for the previous measurement period (in each case, as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions) Illustrative Sample Sponsor Economics 50,000,000 units offered at IPO implies 12,500,000 founder shares granted to sponsor, which converts to Class A shares immediately upon completion of the business combination ($125,000,000 value) 50,000,000 SAILSM securities offered at IPO implies 2,500,000 alignment shares granted to sponsor No conversion to Class A shares immediately upon merger completion In the case of 20% Total Return appreciation in the measurement period following the completion of the business combination, assuming a Closing Share Count of 50,000,000 (comprised of 50,000,000 Class A shares included as part of the SAIL SM securities in this offering and no Class A shares issued subsequent to this offering, with such figures provided for illustrative purposes only) 10% of alignment shares (250,0000 shares) will convert to 1,666,667 Class A shares ($20,000,000 value) For a more detailed sample calculation see Description of Securities Alignment Shares Alignment with stakeholders Sponsor s incentives are not well-aligned with stakeholders (downside gains create misalignment with investors, seller dilution creates misalignment with existing holders) Sponsor s incentives are aligned with all stakeholders and rewards long-term performance We believe this economic alignment is consistent with our core beliefs and values, and coupled with the strength and credibility of our team, will help to attract the best entrepreneurs. HAAC is not simply a liquidity vehicle it is an opportunity to bring a transformational company to the public markets. TABLE OF CONTENTS detractors were subtracted from the number of respondents who are promoters and that number was divided by the total number of respondents. Livongo has since expanded the platform to holistically serve their members and offer the technology they developed to those with multiple chronic conditions. Livongo and chronic disease management are just the beginning of our vision. We want to create the conditions for 1,000 Livongos to bloom. General Catalyst, a parent of our sponsor, has already constructed a federation of synergistic companies within its portfolio. We believe there will be dozens of multi-billion dollar winners created by this sectoral shift, and HAAC has a set of core beliefs and values that will help to identify the best health assurance businesses. Our Beliefs Change will happen primarily through existing entry points. Innovators will build around the individual, focusing on empowering them and improving their health outcomes. The economic model of healthcare will shift. The digital health sector will become bigger than the physical health sector in terms of time and dollars spent. Person-centric data and improved workflows are at the core of this transformation. Our Values Contribute to reducing healthcare as a percentage of GDP. Design for bringing individuals along the journey. Commit to inclusivity. Partner with existing healthcare systems and physical care providers. Focus on retraining and deploying the healthcare workforce. Our Areas of Focus Persona-driven consumer experiences that leverage AI feedback loops. Virtual healthcare services that increase access and affordability. New economic models for managing risk and paying for care. Cloud infrastructure that helps generate data and enables the development of many health assurance companies. Modern workflows for health systems and providers. Full-stack, tech-enabled providers. Using this framework, HAAC aims to identify companies and use our unique experience to help scale and transform them into category leaders in the public markets. We will look for companies that align with our vision of health assurance, have high growth potential and expanding TAMs, and are led by mission-driven CEOs committed to responsible innovation. We have assembled one of the most credible teams at the intersection of healthcare and technology to pursue this immense opportunity. We believe our insight and experience will attract some of the world s leading entrepreneurs to work with us on our shared vision. Each team member has deep industry and operational expertise, a proven ability to identify and interpret healthcare and technology trends, history scaling businesses from inception and at inflection, and an understanding of the requirements for successful execution. Our management team has a track record of success, born from close collaboration through founding companies together, investing in technology, advising as board members and industry executives, and sharing a joint goal. These individuals are prominent leaders in the healthcare and technology ecosystems in their own right, and we believe their deep networks will allow us to surface and win the best opportunities. TABLE OF CONTENTS Health Assurance Acquisition Corp. is a newly incorporated blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to a business combination with us. Our Operating, Investing, Advising, and Industry Experience Our management team has extensive collective experience as investors in, advisors to, and executives and board members of healthcare and technology companies at various stages of their growth cycles, in both private and public markets. They have been long-term partners to healthcare technology businesses, successfully helping them build and execute on their strategies, invest for long-term growth, and drive value for stakeholders. Our team s combined experience spans vital parts of the healthcare ecosystem, including provider operations, virtual services, electronic health records and technology infrastructure. This background, coupled with their deep networks and long-standing relationships, will provide valuable access to the highest quality technology companies and will produce unique insights and opportunities for growth and value creation. They will contribute this expertise and experience, as well as the capital raised in this offering, to partner with the leading companies at the intersection of healthcare and technology to realize their collective goal. Mr. Taneja has over twenty years of experience in identifying and partnering with extraordinary companies. Mr. Taneja s investing thesis is rooted in a belief that technology is causing a paradigm shift in all industries, making it possible to efficiently and profitably offer highly personalized products and services to everyone in society. Mr. Taneja has brought this thesis to healthcare by co-founding four health-assurance technology companies, Livongo, Commure Inc. ( Commure ) and two unannounced ventures. In addition, Mr. Taneja has backed category defining healthcare companies like Color Genomics, Inc. ( Color ), ZenPayroll, Inc. ( Gusto ), Mindstrong Inc. ( Mindstrong ) and Roman Health Ventures Inc. ( Ro ). Mr. Taneja is also an investor in numerous other market-leading companies like Anduril Industries, Inc. ( Anduril ), Gitlab, Inc. ( Gitlab ), Grammarly Inc. ( Grammarly ), Samsara Networks, Inc. ( Samsara ), Snap Inc. ( Snap ) (NYSE: SNAP) and Stripe, Inc. Mr. Clark brings decades of executive-level technical leadership. Before joining General Catalyst, Mr. Clark was the CTO of Dropbox, Inc. ( Dropbox ), helping develop its growth strategy and successfully taking them public. Mr. Clark was also CTO and CBO of SAP SE ( SAP ) (NYSE: SAP), driving product strategy across the cloud platform. Mr. Clark spent twenty years of his career in various senior leadership roles at Microsoft Corporation ( Microsoft ) (NASDAQ: MSFT), notably overseeing the design and delivery of data products such as Azure and Microsoft SQL Server. Mr. Clark now focuses on investing in enterprise SaaS and healthcare and oversees the ecosystem activity General Catalyst engages in to further its health assurance federation. Mr. Clark sits on the boards of Commure, HI, LLC ( Kernel ), Thoughtspot, Inc. ( Thoughtspot ), Coda Project, Inc. ( Coda ), and MinIO, Inc. ( Minio ). Dr. Klasko is the CEO of Jefferson Health and President of Thomas Jefferson University (together with Jefferson Health, Jefferson ). Dr. Klasko s mission is healthcare with no address. Dr. Klasko is someone at the heart of a huge healthcare institution who understands the balance of scaling up to meet demand while emphasizing unscaling on a care delivery level to maintain personalized experiences for consumers. When Livongo launched, Dr. Klasko agreed to have Jefferson try this new solution. Jefferson was able to provide invaluable clinical feedback to Livongo s product team. Dr. Klasko and the team are deeply committed to the belief that to change care truly, healthcare technology companies need to partner and integrate with existing health systems. Mr. Tullman and Dr. Schneider are the executive chairman and president, respectively, of Livongo, a digital health pioneer committed to empowering people with chronic health conditions. Mr. Tullman is not only a visionary founder, but he also has extensive experience taking companies public, first at Enterprise Systems, where he was CEO, and then at Allscripts Healthcare Solutions, Inc. ( Allscripts ). Mr. Tullman is driven by the thesis that it is possible to successfully bring consumer innovations from all sectors into healthcare as he did with Livongo. Dr. Schneider has been responsible for product, data science, engineering, marketing, and TABLE OF CONTENTS clinical operations at Livongo, building those operations to a point they are now considered industry-leading. Having previously also served as the Chief Medical Officer of Castlight Health, Inc. ( Castlight ) (NYSE: CSLT), Dr. Schneider brings a critical lens to assessing products given her unique technology and clinical background. Both Mr. Tullman and Dr. Schneider have invaluable industry and operational experience, standing at the helm of an unprecedented health assurance success story, and bring a passion for reimagining and redesigning care experiences. Ms. Pramoda is the CEO of Owned Outcomes, Inc., a health analytics software company helping customers engage with physicians, support patients, and win at bundled payments. Ms. Pramoda brings a unique health data perspective, having served as both CFO of Epic Systems Corporation and a board member of Allscripts. Through these experiences, Ms. Pramoda developed a deep commitment to democratizing consumer access to their own health information. Ms. Pramoda has impressive financial acumen, having also served as chairperson / board director of the Federal Reserve Bank of San Francisco, allowing her to assess the value of health assurance businesses deeply. Ms. Pramoda is currently a board member to several companies, including Health Catalyst, Inc. ( Health Catalyst ) and GoHealth, LLC ( GoHealth ), two companies at the intersection of technology and healthcare. Uniquely, our team has worked together for several years despite coming from different organizations, allowing the team to work in total alignment to identify exceptional opportunities. Mr. Taneja and Mr. Tullman both served on the board of Humedica, founded Livongo together, and have co-invested in various companies. Mr. Taneja and Mr. Clark came together in 2016, four years before Mr. Clark joined General Catalyst, to begin ideating on the foundations of Commure. They both have worked with Ms. Pramoda since those early days, using her as a key strategic thought partner as they built Commure. Dr. Klasko, as previously mentioned, has worked with all members of the team as a pioneering leader in health system innovation. Mr. Taneja and Dr. Klasko recently authored a book together, UnHealthcare: A Manifesto for Health Assurance ( UnHealthcare ), in which they lay out their thesis of the healthcare system s transformation into one of health assurance. Their thesis underpins the mission of HAAC. Our management team has extensive collective experience as investors in, advisors to, and executives and board members of healthcare and technology companies at various stages of their growth cycles, both private and public. All members, as technology and healthcare industry veterans, have been long-term partners to healthcare technology businesses, successfully helping them build out and execute their visions, invest for long-term growth, and drive value for all stakeholders. Not all the companies in which our team has invested have achieved the same level of value creation. Past performance by any member or members of our management team, any of their respective affiliates, or HAAC is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business combination or (2) of success with respect to any business combination we may consummate. You should not rely on the historical record of any member or members of our management team, any of their respective affiliates, HAAC, or any related investment s performance as indicative of the future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. See cautionary note regarding forward looking statements. Market Opportunity We believe the intersection of technology and healthcare is one of the most significant value creation opportunities of this decade. The US annual spend on healthcare is $4 trillion. There is a huge opportunity to reduce this spend while still capturing immense value. If tech entrepreneurs and the traditional healthcare ecosystem work together to understand and reimagine care truly, we believe the health assurance space will generate more than ten to fifteen $100 billion companies. A substantial market opportunity exists at this intersection of health and technology for a potential business combination. Globally, there are 46 healthcare unicorns, valued in aggregate at $117 billion, with over $45 billion of cumulative value in digital health unicorns alone. The public markets have seen the successful IPOs of several multi-billion dollar digital health companies over the last few years, including Teladoc Health, Inc. ( Teladoc ) (NYSE: TDOC), Livongo, American Well Corporation ( Amwell ) (NYSE: AMWL), and TABLE OF CONTENTS GoodRx, Inc. ( GoodRx ), which currently have a combined market value of more than $55 billion. This growth in the digital health sector is only set to increase with the tailwinds presented by catalyzing events, including the COVID-19 pandemic, evidenced by a record-setting $5.4 billion of digital health venture funding in the first half of 2020. As the last several months have demonstrated, periods of market volatility and dislocation can present even the highest quality healthcare or technology companies with challenges accessing the public markets through a traditional IPO. While there has been an increasing number of technology-focused blank check companies issued in recent months, we believe no other has the same degree of coherent vision, alignment with stakeholders, combination of sector expertise, entrepreneurial mindset, track record, and desire for transformational change. We believe we can provide a high-quality company with a lower risk path to the public capital markets while also providing our investors option value on an investment in these types of companies during periods of market volatility. The recent cohort of blank check company IPOs and validation by the involvement of bulge bracket investment banks and advisors have shown support for the effectiveness of this vehicle and substantiates our strategy. Health Assurance Acquisition Corp. will be the only blank check company searching for its initial business combination led by a team that includes seasoned healthcare technology company founders and entrepreneurs with operational public company experience and an unprecedented track record for successfully effecting positive change. We believe the market opportunity is aligned with the advantages we bring to a potential target. Our Team Our management team will be led by Hemant Taneja as Chairman and CEO; Glen Tullman as Director; Stephen K. Klasko, MD, MBA as Director; Quentin Clark as Director; Jennifer Schneider, MD as Director; Anita V. Pramoda as Director; and Evan Sotiriou as COO. The team has entrenched relationships with one another, as well as a broad network within the healthcare and technology industry. They are united by the common goal to digitize, transform, and unscale the healthcare industry for the benefit of all stakeholders. Hemant Taneja Hemant Taneja has been a managing director at General Catalyst since 2007 and the founder of the firm s Silicon Valley operations. Mr. Taneja partners with mission-driven founders building platform companies that are fundamentally aligned with the long-term interests of society. Mr. Taneja is an early investor in market-leading companies across many sectors of the economy like Anduril, Canva, Pty Ltd ( Canva ), Color, Gitlab, Grammarly, Gusto, Livongo, Ro, Samsara, Snap, and Stripe. Mr. Taneja s primary investment thesis, known as economies of unscale, explores how 21st-century founders leverage AI-based mass personalization techniques to innovate and build platforms across all sectors of the economy. In his 2018 book Unscaled, Mr. Taneja builds on that thesis and articulates the need for accountability, transparency, and explainability in AI technologies as they permeate deeper into daily life. Mr. Taneja s piece in Harvard Business Review, The Era of Move Fast and Break Things is Over, advocates for entrepreneurs and venture capitalists to adopt frameworks for responsible innovation and investing. Mr. Taneja is also the founder and Executive Chairman of Commure, a company that has partnered with major health systems to modernize the software infrastructure for the healthcare space since its inception in 2017. Mr. Taneja s recently published book UnHealthcare, co-authored with Dr. Klasko, lays out their thesis for how the healthcare system needs to transform into a health assurance system to bring consumerism, affordability, and rational economic behavior to this important sector. In addition to his investment work, Mr. Taneja is the Co-Founder of Advanced Energy Economy, an organization focused on transforming energy policy in America since 2011; and is a Founding Board Member of the Khan Lab School, a nonprofit K-12 school dedicated to classroom innovation since 2014. Mr. Taneja sits on the Board of Fellows for the Stanford School of Medicine and teaches a course at the college on A.I., Entrepreneurship, and Society. More recently, Mr. Taneja was featured in Business insider s 100 People Transforming Business list. TABLE OF CONTENTS Glen Tullman Glen Tullman is the Executive Chairman and Founder of Livongo (NASDAQ: LVGO), the consumer first digital health pioneer committed to empowering people with chronic conditions to live better and healthier lives. Mr. Tullman is dedicated to finding a cure for diabetes and other chronic conditions and to keeping people healthy until these cures are found. A visionary leader and entrepreneur, Mr. Tullman previously ran two public companies that changed how health care is delivered. Before Livongo, Mr. Tullman served as Chief Executive Officer of Allscripts, which, during his tenure from 1998 to 2012, was a leading provider of electronic health records, practice management, and electronic prescribing systems. Mr. Tullman took Allscripts public in 1999. Prior to Allscripts, Mr. Tullman was Chief Executive Officer of Enterprise Systems from 1997 to 1998, which he also took public and then sold to McKesson/HBOC. Mr. Tullman is the author of On Our Terms: Empowering the New Health Consumer, in which he proposes new solutions to address the chronic-condition epidemic facing our country. A strong proponent of philanthropy, Mr. Tullman was honored in 2019 with a Robert F. Kennedy Human Rights Ripple of Hope Award for his career focused on improving the safety, empathy, and efficiency of our healthcare system. Mr. Tullman also serves as a Chancellor to the International Board of the Juvenile Diabetes Research Foundation and as a Board Member of the American Diabetes Association. Mr. Tullman has an undergraduate degree from Bucknell University (1981) and a Master of Arts from the University of Oxford (1982). Stephen K. Klasko, MD, MBA Dr. Stephen Klasko has been a pioneer in using connected care to build health assurance for all especially as we emerge from the COVID-19 crisis. As President and CEO of Philadelphia-based Thomas Jefferson University and Jefferson Health since 2013, Dr. Klasko has led one of the U.S. s fastest growing academic health institutions based on his vision of the future of higher education. Jefferson Health focuses on managing the health of populations in southeastern Pennsylvania and southern New Jersey. Jefferson has the largest faculty based telehealth network in the country, the NCI-designated Sidney Kimmel Cancer Center, and an outpatient footprint that is among the most technologically advanced in the region. This year, Dr. Klasko published UnHealthcare, with Hemant Taneja, as well as the textbook, Patient No Longer: Why Healthcare Must Deliver the Care Experience that Consumers Want and Expect. Jefferson s 14 hospitals handled the most patients with COVID-19 in Philadelphia during the Spring 2020 surge. The hospital s strategy included immediate universal masking, early exchange of research with Italy, and a history of longtime pandemic planning. In 2020, Dr. Klasko was named the first Distinguished Fellow of the World Economic Forum. Dr. Klasko attended medical school in Philadelphia at Hahnemann University (1978), built his practice as an obstetrician in Allentown, and served as dean of Drexel University s College of Medicine (2000-2004). Dr. Klasko moved to Tampa, Florida, where he was dean of the Morsani College of Medicine and CEO of USF Health at the University of South Florida (2004-2013). Quentin Clark Quentin Clark is a managing director at General Catalyst, a venture capital firm that partners with seed- to endurance-stage founders to help build companies that withstand the test of time. Since joining in 2020, Mr. Clark focuses on investing in healthcare and enterprise SaaS, software, and platforms concentrating on transforming the workplace. Since joining the firm, Mr. Clark has made investments in Kernel, Minio, Range Labs Inc. ( Range ), Sprout Health LLC ( Sprout ), and several yet to be announced companies. Mr. Clark is on the boards of Commure, Kernel, ThoughtSpot, Coda, and Minio. Prior to joining General Catalyst, Mr. Clark was CTO at Dropbox (NASDAQ: DBX) from 2017 to 2019, where he led the company s engineering, product, design, growth, and IT teams. Mr. Clark worked with them through its IPO, its pivot to Dropbox Spaces, and drove the portfolio expansion, starting with the acquisition TABLE OF CONTENTS of HelloSign. Prior to Dropbox, Mr. Clark spent two decades with Microsoft between 1994 and 2014, starting as a software engineer, then product manager, and eventually leading the whole data platform business into Microsoft s cloud, Azure. Mr. Clark then joined SAP from 2014 to 2016, first as CTO, then as Chief Business Officer, where he led strategy and product direction for the platform and ultimately for the company. Mr. Clark is a graduate of the University of Massachusetts at Amherst (1994), where he earned a B.S. in Physics and double-majored in Computer Science and currently sits on the Advisory Board for the College of Information & Computer Sciences. Jennifer Schneider, MD Dr. Jennifer Schneider has been the President of Livongo since 2018, where she is responsible for product, data science, engineering, marketing, clinical operations, and growth strategy. Dr. Schneider previously served as the company s Chief Medical Officer from 2015 to 2018, where she led the company s strategic clinical product vision, data science, clinical trials, and the organization s certified diabetes educators and coaches. Dr. Schneider is the author of Decoding Health Signals: Silicon Valley s Consumer-First Approach to a New Era of Health, which offers a guide to the depth of the chronic conditions problem facing the industry today and explores how companies are using big data analytics and artificial intelligence to reinvent care delivery for people with chronic conditions. Dr. Schneider was recently named to Modern Healthcare s List of Top Clinical Executives. Prior to Livongo, Dr. Schneider held several key leadership roles at Castlight from 2010 to 2015, most recently as Chief Medical Officer. Dr. Schneider also has held leadership roles as a health outcomes researcher and Chief Resident at Stanford University from 2005 to 2006, and she has practiced medicine as an attending physician at Stanford University, the VA Palo Alto Health Care System, and Kaiser Permanente. Dr. Schneider has an undergraduate degree from the College of the Holy Cross (1997), a Doctor of Medicine degree from Johns Hopkins School of Medicine (2002), and a Master of Science degree in Health Services Research from Stanford University (2010). Dr. Schneider completed her internal medicine residency at Stanford University Hospital. Anita V. Pramoda Anita V. Pramoda has been the CEO of Owned Outcomes, Inc., a health analytics software company, since 2014. Ms. Pramoda has also served as the Chairperson of the Board of Directors of the Federal Reserve Bank of San Francisco (Los Angeles) since 2016, and as a board member (and Chair of Compensation Committee) of Health Catalyst, Inc., (NASDAQ: HCAT), a provider of data and analytics technology and services to healthcare organizations, since 2016. Since 2020, Ms. Pramoda has also been a board member (and Chair of Audit Committee) of GoHealth (NASDAQ: GOCO), a digital marketplace for health insurance. Previously, Ms. Pramoda served as a member of the board of directors of Dignity Health Foundation, from 2013 to 2017, Allscripts Healthcare, LLC (NASDAQ: MDRX), from 2013 to 2016, and as Chief Financial Officer at Epic Systems Corporation, from 2009 to 2012. Ms. Pramoda holds a Master in Business Administration degree from the University of Pennsylvania The Wharton School (2004). Evan Sotiriou Evan Sotiriou has served in several senior management capacities of General Catalyst since 2019. Prior to that, Mr. Sotiriou served as the CFO for OrbiMed, which invests globally across the healthcare industry, from 2011 to 2019. Mr. Sotiriou also acted as the Vice President of GSC Group from 2000 to 2008, Managing Director of Clearlake Capital Management, L.P. from 2008 to 2010 and subsequently as the Chief Financial Officer for Archer Capital Management, L.P. from 2010 to 2011. Mr. Sotiriou holds an AB from Dartmouth College. Background on Health Assurance Acquisition Corp. Health Assurance Acquisition Corp. is a newly formed company by Hemant Taneja, Glen Tullman, Stephen Klasko MD, MBA, Quentin Clark, Jennifer Schneider, MD, Anita V. Pramoda and Evan Sotiriou, to execute TABLE OF CONTENTS its part in a broad mission of enabling the digital transformation of care, bringing disruptive innovation to the healthcare system through technology. Health Assurance Acquisition Corp. is structured to reflect the economic transformation of the industry. To achieve our mission, we have formed a new structure to remove friction, align stakeholder interests, and reward sustained, long-term performance. We call this new vehicle SAILSM, or Stakeholder Aligned Initial Listing. The incentive structure of the typical SPAC creates misalignment with target businesses and public market investors: the sponsor is entitled to a return of the sponsor shares regardless of the SPAC s performance, and dilution attributable to sponsor shares is borne immediately. The SAILSM construct, however, uses a performance-based incentive structure to create alignment, designed to replicate a stock price-based return in the public markets: Under the SAILSM structure, our initial stockholders will capture 20% to 30% of the year-over-year share-price performance (20% for first 30% performance, 30% thereafter) on all capital raised in connection with the transaction, which will include gross proceeds from the IPO and any subsequent capital raised in connection with the merger. Our economics are contingent upon sustained performance our initial stockholders will not earn returns on our alignment shares until our other stockholders do. Dilution will occur over time, also contingent upon sustained performance. We believe this economic alignment is consistent with our core beliefs and values, and coupled with the strength and credibility of our team, will help to attract the best entrepreneurs. HAAC is not simply a liquidity vehicle it is an opportunity to bring a transformational company to the public markets. We have also assembled a strong sponsor team that we believe will provide us with valuable strategic, operational, product management, analytical, financial, transactional, communications, legal, and other expertise and networks that we will leverage to identify and execute a business combination and drive future value for the combined business. Our Value-Add We believe our founder-first ethos, our unique wealth of experience transforming industries through innovation, our commitment to building enduring companies, and our focus on a consumer-centric model give us a huge advantage in our quest to source and attract best-in-class, disruptive companies which sit at the intersection between healthcare, technology, and the consumer. Pioneers in Health Assurance: Our team has crystallized a coherent vision of the future of healthcare through health assurance, and successfully executed on this vision with Livongo. We believe this unparalleled focus and experience will enable us to provide invaluable advice to management teams of other early-stage health assurance companies with the potential to be market leaders in their categories. Cross-industry, cross-disciplinary talent: Our team has created and operated multi-billion dollar companies in the technology, healthcare, and tech-enabled healthcare spaces. Many of these experiences were shared endeavors by members of our cross-disciplinary team. We have demonstrated a talent for spotting winning trends at the intersection of healthcare and technology, and building companies to capitalize on these. Experts in unscaled healthcare at scale: Health assurance calls for a new era of care that is personalized and unscaled using AI-based techniques. We have deep experience in mass personalization techniques that enable platforms to provide care that feels tailored to the patient, even as they grow to serve hundreds of thousands and even millions of consumers. Deep networks: Our deep networks serve as a tool to find the best businesses and to match founders with top talent to fill areas of need and grow their businesses efficiently and intelligently. Impressive track record: We have an outstanding investment track record demonstrating a commitment to our strategy and core values, robust shareholder returns, and development of enduring businesses, including Airbnb, Livongo, Oscar, Snap, Stripe, and others. TABLE OF CONTENTS Mission-driven, principled: Our methods are rooted in respect for strong governance, responsible innovation, and a desire to nurture diversity, creativity, and mindfulness. Our Business Strategy We are in the early stages of a digital transformation of healthcare and have thought strategically about the framework needed to affect change. Our goal is to invest in platforms that help accelerate a system of health assurance, a new category of innovation that delivers modern consumer health experiences while decreasing the overall healthcare GDP. In partnership with existing care providers, health assurance companies can accelerate rational economic behavior with innovative business models and price transparency in their offerings. We want to elevate care away from the reactive, scaled, one-size-fits-all offering it currently operates in and transition from sick care to health assurance. We will facilitate this paradigm shift through technologies like telehealth consultations, connected devices, and AI-driven interactions, built upon open technology standards and empathetic user design. Our experience building Livongo has demonstrated that health assurance companies can generate both positive clinical outcomes and outsized economic returns. By eliminating the hassle of managing chronic conditions, designing the experience around the individual and whole-person care, and building trust with members, we defined a new market category and demonstrated public market success. Livongo and chronic disease management were just the beginning. There is a myriad of consumer personas that deserve the same excellent care experiences, and there are dozens of infrastructure companies required to support this sectoral shift. Our strategy, based on our core beliefs and values, is to identify a business combination where we can play an impactful role in partnership with a data-driven, cloud-based, consumer-centric business positioned to affect change in a sick, rigid and broken healthcare system. Our mission is to create a new kind of healthcare experience that works like consumer experiences in other industries, with free-market economics and optimization of patient outcomes. Instead of improving inflexible systems, we want to reinvent these systems, to bend the cost and quality curve, and to overcome the entrenched resistance to change. We want to empower good ideas and disruptive technologies to improve outcomes for the most important consumer the patient. We believe that if you create a great user experience of value, you have an open road to building a multi-billion dollar success story like Livongo, Airbnb, or Stripe. We are looking for companies that are aligned with the health assurance thesis, are led by a mission-driven CEO who is committed to responsible innovation, and have high growth potential in markets with TAM expansion opportunities. We are interested in companies building persona-driven consumer experiences that leverage AI feedback loops, virtual healthcare services that increase access and affordability, new models to manage risk and pay for care, cloud infrastructure that helps generate data and enables the development of many health assurance companies, and modern workflows for health systems and providers. Using this framework, we are creating HAAC to identify companies that can be transformed into category leaders best positioned in the public markets. We believe we are well placed to help a transformational company, aligned with our philosophy, to the public markets, and then to help it grow, thrive, and succeed in its mission. Our partnership has value far beyond our capital, unlocking the potential of a disruptive business to revolutionize care, supported by our team s deep industry, operational and product experience, extensive networks, and track records as investors, advisors, executives, and board members. Our alignment with the economic transformation of the industry will make this a vehicle with which the best entrepreneurs will want to work. Business Combination Criteria While we may decide to enter into a business combination with a business that does not meet these criteria, we intend to seek a business combination: sitting at the intersection between technology and healthcare, including consumer-focused, data-driven, cloud-based platforms; that has the potential to change the healthcare system to benefit the consumer (built with empathy, cuts down costs, and prioritizes personalization and consumer outcomes); TABLE OF CONTENTS where we can materially impact the value and growth of the company in partnership with management; close to our proximal networks of founders, operators, investors, and advisors; and where we have a differentiated view on the ability of the target to create value as a public company. We anticipate offering the following benefits to our business combination partner: partnership with our management team members who have extensive and proven track records of founding, operating, advising, and investing in market-leading technology and healthcare companies; access to our network of leading industry executives, entrepreneurs, and investors; increase company presence and visibility with customers, employers, payors, and vendors; higher engagement with core, relevant, fundamental investors as anchor stockholders than a traditional IPO book-building process would offer; lower risk and expedited path to a public listing with flexible structuring; infusion of cash and ongoing access to public capital markets; listed public currency for future acquisitions and growth; ability for management to retain control and focus on growing the business; and opportunity to motivate and retain employees using stock-based compensation. Corporate Information Our executive offices are located at 20 University Road, Cambridge, Massachusetts 02138, and our telephone number is 617-234-7000. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares of Class A common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our shares of Class A common stock held by non-affiliates exceeds $700 million as of the prior June 30. TABLE OF CONTENTS The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 50,000,000 SAILSM securities (or 57,500,000 SAILSM securities if the underwriter s over-allotment option is exercised in full), at $10.00 per SAILSM security, each SAILSM security consisting of: one share of Class A common stock; and one-fourth of one redeemable warrant. One whole warrant may be exercised to purchase one share of Class A common stock. Proposed Nasdaq symbols SAILSM securities: HAACU Class A Common Stock: HAAC Warrants: HAACW Trading commencement and separation of shares of Class A common stock and warrants The SAILSM securities are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the SAILSM securities will begin separate trading on the 52nd day following the date of this prospectus unless Morgan Stanley & Co. LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold SAILSM securities or separate their SAILSM securities into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the SAILSM securities into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the SAILSM securities and only whole warrants will trade. Accordingly, unless you purchase at least four SAILSM securities, you will not be able to receive or trade a whole warrant. Additionally, the SAILSM securities will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the shares of Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the shares of Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of TABLE OF CONTENTS this offering. If the underwriter s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter s over-allotment option. SAILSM Securities Number outstanding before this offering 0 Number outstanding after this offering 50,000,000(1) Common Stock: Number outstanding before this offering 2,875,000(2)(3) Number outstanding after this offering 52,500,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 11,333,333(1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 23,833,333(1) Warrant terms One warrant may be exercised to purchase one share of Class A common stock for $11.50 per share, subject to adjustment as provided herein. Warrants may be exercised only for a whole number of shares of Class A common stock. No warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of Class A common stock. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering. The warrants will expire at 5:00 p.m., New (1) Assumes no exercise of the underwriter s over-allotment option. (2) Consists solely of alignment shares. (3) Alignment shares are currently classified as Class B common stock, which shares will convert into conversion shares as set forth below adjacent to the caption Alignment Shares. (4) Includes 50,000,000 shares of Class A common stock and 2,500,000 shares of Class B common stock. TABLE OF CONTENTS York City time, on the fifth anniversary of our completion of our initial business combination, or earlier upon redemption. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any alignment shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading-day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 and Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption rights of public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at $10.00 per share and the per share interest earned on the funds held in the trust account (net of permitted withdrawals). The redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Our initial stockholders have entered into an agreement with us, pursuant to which they have agreed to waive redemption rights with respect to any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): TABLE OF CONTENTS in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our shares of Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Stockholders Anti-Dilution Adjustments ) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Stockholders Warrants based on the redemption date and the fair market value of our shares of Class A common stock (as defined below) except as otherwise described in Description of Securities Warrants Public Stockholders Warrants ; if, and only if, the closing price of our shares of Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Stockholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within the 30 trading-day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the shares of Class A common stock for any 20 trading days within a 30 trading-day period ending on the TABLE OF CONTENTS third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Stockholders Warrants Anti-Dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our shares of Class A common stock for the above purpose shall mean the volume weighted average price of our shares of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading-day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Stockholders for additional information. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold a stockholder vote When we seek stockholder approval of our initial business combination, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against our initial business combination. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination that requires as a closing condition that we have a certain amount of cash. However, we TABLE OF CONTENTS would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to (i) first, pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination and (ii) to pay all or a portion of the consideration payable in the initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation will provide that we will have only 24 months from the closing of this offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class) to complete our initial business combination. If we do not complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, of $10.00; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Alignment shares We have created an incentive structure which aligns the interests of all stakeholders and rewards sustained, long-term performance. We believe that this structure is more in-line with our long-term investment approach and different from all existing special purpose acquisition companies. On September 24, 2020, an affiliate of our sponsor paid $22,500, or approximately $0.009 per share, and the foundation paid $2,500, or approximately $0.009 per share, in consideration of 2,587,500 and 287,500 alignment shares, respectively. Such Class B shares held by an affiliate of our sponsor were subsequently transferred to our sponsor. In November 2020, our sponsor transferred 6,469 alignment shares to each of our independent directors resulting in our sponsor holding 2,561,624 TABLE OF CONTENTS alignment shares. Prior to the initial investment in the company of $25,000 by the initial stockholders for the alignment shares, the company had no assets, tangible or intangible. The per share price of the alignment shares was determined by dividing the amount contributed to the company by the number of alignment shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization, share surrender, stock dividend or share contribution back to capital or a compulsory redemption or other appropriate mechanism, as applicable, with respect to our alignment shares immediately prior to the consummation of this offering in such amount as to maintain the alignment share ownership of our initial stockholders at 5% of the Class A common stock issued in this offering. Up to 375,000 alignment shares are subject to forfeiture by the holders of such shares, on a pro rata basis, depending on the extent to which the underwriter s over-allotment option is exercised. The alignment shares will be entitled to 20% of the voting power of our common stock prior to the completion of our initial business combination. Following the completion of our initial business combination, the alignment shares will be entitled to one vote per share. The alignment shares are identical to the shares of Class A common stock included in the SAILSM securities being sold in this offering, except that: only holders of the alignment shares have the right to vote on the election of directors prior to our initial business combination; the alignment shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, the foundation, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any alignment shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any alignment shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class) or with respect to any other material provisions relating to stockholders rights or pre- initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any alignment shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering, or such later date as described in (ii) above (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame); TABLE OF CONTENTS if we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their alignment shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to the alignment shares, we would need 18,750,001, or 37.5%, of the 50,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and On the last day of each measurement period (as defined below), which will occur annually over ten fiscal years following the consummation of our initial business combination (and, with respect to any measurement period in which we have a change of control or in which we liquidate, dissolve or wind up, on the business day immediately prior to such event instead of on the last day of such measurement period), 287,500 (or, 250,000 if the over-allotment option is not exercised) alignment shares will automatically convert into shares of our Class A common stock ( conversion shares ), as follows: if the sum (such sum, the Total Return ) of (i) the VWAP, calculated in accordance with Descriptions of Securities Volume weighted average price below, of shares of our Class A common stock for such final fiscal quarter in such measurement period and (ii) the amount per share of any dividends or distributions paid or payable to holders of our Class A common stock on the record date for which is on or prior to the last day of the measurement period, does not exceed the Price Threshold, the number of conversion shares for such measurement period will be 2,875 shares of Class A common stock (or 2,500 if the over-allotment option is not exercised); if the Total Return exceeds the Price Threshold but does not exceed an amount equal to 130% of the Price Threshold, then the number of conversion shares for such measurement period will be the greater of (i) 2,875 shares of Class A common stock (or 2,500 if the over-allotment option is not exercised) and (ii) 20% of the difference between the Total Return and the Price Threshold, multiplied by (A) the sum (such sum (as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions), the Closing Share Count ) of (x) the number of shares of Class A common stock outstanding immediately after the closing of this offering (including any exercise of the over-allotment option) and (y) if in connection with the initial business combination there are issued any shares of Class A Common Stock or PIPE Securities (as defined below), the number of shares of Class A common stock so issued and the maximum number of shares of Class A common stock issuable (whether settled in shares or in cash) upon conversion or exercise of such PIPE Securities, divided by (B) the Total Return; and TABLE OF CONTENTS if the Total Return exceeds an amount equal to 130% of the Price Threshold, then the number of conversion shares for such measurement period will be the greater of (i) 2,875 shares of Class A common stock (or 2,500 if the over-allotment option is not exercised) and (ii) the sum of (x) 20% of the difference between an amount equal to 130% of the Price Threshold and the Price Threshold and (y) 30% of the difference between the Total Return and an amount equal to 130% of the Price Threshold, multiplied by (A) the Closing Share Count, divided by (B) the Total Return. The term measurement period means (i) the period of four fiscal quarters ending with, and including, the last fiscal quarter of the fiscal year in which we consummate our initial business combination and (ii) each of the nine successive four-fiscal-quarter periods. The Price Threshold will initially equal $10.00 for the first measurement period and will thereafter be adjusted at the beginning of each subsequent measurement period to be equal to the greater of (i) the Price Threshold for the immediately preceding measurement period and (ii) the VWAP for the immediately preceding measurement period (in each case, as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions). For purposes of the above calculation, PIPE Securities means securities (other than the public warrants and the private placement warrants) issued by the company and/or any entities that (after giving effect to completion of the initial business combination) are subsidiaries of the company that are directly or indirectly convertible into or exercisable for shares of Class A common stock, or for a cash settlement value in lieu thereof. The foregoing calculations will be based on our fiscal year and fiscal quarters, which may change as a result of our initial business combination. Each conversion of alignment shares will apply to the holders of alignment shares on a pro rata basis. If, upon conversion of any alignment shares, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to such holder. See Description of Securities Alignment Shares. Alignment shares conversion upon change of control Upon a change of control occurring after our initial business combination (but not in connection with our initial business combination), for the measurement period in which the change of control transaction occurs, the 287,500, alignment shares (or, 250,000 if the over-allotment option is not exercised) will automatically convert into conversion shares (on the business day immediately prior to such event), as follows: if, prior to the date of such change of control, the alignment TABLE OF CONTENTS shares have already cumulatively converted into a number of shares of Class A common stock equal in the aggregate to at least 5% of the Closing Share Count (the 5% Threshold Amount ), the number of conversion shares will equal the greater of (i) 2,875 shares of Class A common stock (or 2,500 if the overallotment option is not exercised) and (ii) the number of shares of Class A common stock that would be issuable based on the excess of the Total Return above the Price Threshold as described above with such Total Return calculated using the purchase price or deemed value agreed upon in the change of control transaction rather than the VWAP for the final fiscal quarter in the relevant measurement period; if, prior to the date of the change of control, the alignment shares have not already cumulatively converted into a number of shares of Class A common stock equal in the aggregate to at least the 5% Threshold Amount, the number of conversion shares will equal the greater of (i) the 5% Threshold Amount less any shares of Class A common stock previously issued upon conversion of alignment shares and (ii) the number of shares that would be issuable based on the excess of the Total Return above the Price Threshold described above with the Total Return calculated using the purchase price or deemed value agreed upon in the change of control transaction rather than the VWAP for the final fiscal quarter in the relevant measurement period; and to the extent any tranches of 287,500 alignment shares remain outstanding, each such remaining tranche of 287,500 alignment shares (or, 250,000 if the over-allotment option is not exercised) will automatically convert into 2,875 shares of our Class A common stock (or 2,500 if the over-allotment option is not exercised). Sponsor and foundation lock-ups We, our initial stockholders and our officers and directors have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, without the prior written consent of Morgan Stanley & Co. LLC for a period of 180 days after the date of this prospectus, any SAILSM securities, warrants, shares of common stock or any other securities convertible into, or exercisable, or exchangeable for, shares of common stock subject to certain limited exceptions. Our sponsor and the foundation have also agreed not to transfer, assign or sell (i) any of their alignment shares except to any permitted transferees, and (ii) any of their Class A common stock deliverable upon conversion of the alignment shares for 30 days following the completion of our initial business combination. We refer to such transfer restrictions throughout this prospectus as the lock-ups. Private placement warrants Our sponsor and certain directors of the Company have committed, pursuant to a written agreement, to purchase an aggregate of 11,333,333 private placement warrants (or 12,333,333 private placement warrants if the underwriter s over-allotment option is TABLE OF CONTENTS exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($17,000,000 in the aggregate or $18,500,000 if the underwriter s over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 24 months from the closing of this offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), the private placement warrants will expire worthless. The private placement warrants will be non-redeemable (except as set forth under Redemption of Warrants for Shares of Class A Common Stock ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the SAILSM securities being sold in this offering. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 (the Investment Company Act ), which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.5% per year, we estimate the interest earned on the trust account will be approximately $2,500,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $4,500,000 in working capital after the payment of approximately $2,500,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of TABLE OF CONTENTS directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. Our stockholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-business combination company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test; provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Permitted purchases of public shares by our affiliates If we seek stockholder approval of our initial business combination, our initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement with a sponsor that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of shares of our Class A common stock may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. TABLE OF CONTENTS Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any alignment shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of our shares of Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class) or (B) with respect to any other provision relating to the rights of holders of our shares of Class A common stock. Limitations on redemptions Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners; (ii) cash to be transferred to the target for working capital or other general corporate purposes; or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business TABLE OF CONTENTS combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of the outstanding shares of our common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. We currently intend to conduct redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a stockholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of common stock, represented in person or by proxy and entitled to vote thereon, voted at a stockholder meeting are voted in favor of the business combination. In such case, our initial stockholders and each member of our management team have agreed to vote their alignment shares and public shares in favor of our initial business combination. As a result, in addition to the alignment shares, we would need 18,750,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised) of the 50,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated certificate of incorporation will require that at least five days notice will be given of any such stockholder meeting. TABLE OF CONTENTS If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our initial stockholders will terminate any plan established in accordance with Rule 10b5-1 to purchase our shares of Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our initial stockholders, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in the amount of $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination TABLE OF CONTENTS entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, the foundation, our officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Risks Summary of Risk Factors An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled Risk Factors, alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. Our stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our stockholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. TABLE OF CONTENTS The requirement that we consummate an initial business combination within 24 months (or such later date as approved by our stockholders) after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. If we seek stockholder approval of our initial business combination, our initial stockholders, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public float of our shares of Class A common stock or public warrants. If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001824119_jiya_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001824119_jiya_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..032e13f1737ee7d5c625e462d3d61bf70aac1e83
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001824119_jiya_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 dp140846-s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, on November 13, 2020. Registration No. 333-249808 United States Securities and Exchange Commission Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jiya Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2789517 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 628 Middlefield Road Palo Alto, CA 94301 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Richard Van Doren 628 Middlefield Road Palo Alto, CA 94301 (650) 285-4270 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Derek J. Dostal Deanna L. Kirkpatrick Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Tel: (212) 450-4000 Paul D. Tropp Michael S. Pilo Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036 Tel: (212) 596-9000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price Per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount Of Registration Fee(3) Shares of Class A common stock, $0.0001 par value(2) 11,500,000 Shares $10.00 $115,000,000 $12,547 Total $115,000,000 $12,547 (1)Estimated solely for the purpose of calculating the registration fee. (2)Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (3) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. table of contents Page Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001824171_kairos_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001824171_kairos_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3c9465147f3ec25b9aac59b8904fb5d76a956553
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001824171_kairos_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 tm2030422d3_s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on December 30, 2020 Registration No. 333-251553 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kairos Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Peter Bang Chief Executive Officer c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 917-783-4057 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Barry I. Grossman, Esq. Stuart Neuhauser, Esq. Benjamin S. Reichel, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Tel: (212) 370-1300 Fax: (212) 370-7889 Michael Johns Michael Lockwood Maples and Calder PO Box 309, Ugland House Grand CaymanKY1-1104 Cayman Islands Tel: (345) 949-8066 Derek J. Dostal, Esq. Deanna L. Kirkpatrick, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Tel: (212) 450-4000 Fax: (212) 450-5800 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2) 23,000,000 $ 10.00 $ 230,000,000 $ 25,093 Class A ordinary shares included as part of the units(3) 23,000,000 — — (4) Redeemable warrants included as part of the units 11,500,000 — — (4) Total $ 230,000,000 $ 25,093 (5) (1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). (2)Includes 3,000,000 units, consisting of 3,000,000 Class A ordinary shares and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions. (4)No fee pursuant to Rule 457(g). (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Page Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001824301_concord_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001824301_concord_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9b97a396105171cf23bbe80fd8cd0297df4ea3b3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001824301_concord_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to our certificate of incorporation to be in effect upon the completion of this offering; CA Co-Investment are to CA Co-Investment LLC, an affiliate of one of the underwriters of this offering; common stock are to our Class A common stock and our Class B common stock; Concord, we, us, our or the company are to Concord Acquisition Corp, a Delaware corporation; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; founder shares are to shares of our Class B common stock and the shares of our Class A common stock issued upon the conversion thereof; initial stockholders are to our sponsor, CA Co-Investment and the other holders of our founder shares prior to this offering; management or our management team are to our officers and directors; private placement shares are to the shares of Class A common stock sold as part of the private placement units; private placement units are to the units issued to our sponsors in a private placement simultaneously with the closing of this offering; private placement warrants are to the warrants sold as part of the private placement units; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsors, officers and directors to the extent our sponsors, officers or directors purchase public shares, provided that each of their status as a public stockholder shall only exist with respect to such public shares; public warrants are to (1) our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and (2) any warrants included in the private placement units or units issued upon conversion of working capital loans or the extension loan that are sold to third parties that are not the sponsors or their respective permitted transferees; and sponsor are to Concord Sponsor Group LLC, a Delaware limited liability company. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture by our sponsors of 750,000 founder shares. 1 Table of Contents General We are a newly incorporated blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination targets and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any specific business combination targets. While we may pursue a merger opportunity in any industry or sector, we intend to capitalize on the ability of our management team and Sponsor to identity, acquire and manage a business in the financial services and financial technology sectors, including payments, enterprise software, and data analytics, that can benefit from our differentiated deal flow and global network. We will seek to acquire established and growing businesses that we believe are fundamentally sound with an attractive financial profile and poised for continued and accelerating growth, but potentially in need of some form of financial, operational, strategic or managerial guidance to maximize value. Our Sponsor Our sponsor is affiliated with Atlas Merchant Capital LLC ( Atlas ), an alternative asset manager with over $1 billion in assets under management as of June 30, 2020 and approximately $2.8 billion of capital raised through its fund vehicles and related co-investments in its fund s portfolio companies since inception. We believe that the experience of our management team, Board of Directors and Advisors, and our relationship with Atlas will allow us to source, identify and execute an attractive transaction for our shareholders. Founded in 2014, Atlas seeks to invest in compelling opportunities globally, primarily through its financial services-focused investment funds. Led by its co-founders, Bob Diamond and David Schamis, Atlas believes that changes in the regulatory landscape following the 2008 financial crisis led to an unprecedented level of disruption and created substantial investment opportunities in the financial services sector, broadly defined. Atlas takes a unique approach to financial services investments by taking a long-term merchant capital and partnership-based approach that is balanced with its significant operating and technical expertise to help increase the value of its portfolio companies. The executive and investment team at Atlas have decades of investment and operating experience, having previously held senior executive and investment positions at leading global financial services firms including Barclays Capital, Cerberus Capital Management, Citigroup, J.C. Flowers & Co, and Fortress Investment Group, among others. Our Management Team and Advisors We believe our team s distinctive and complementary backgrounds can have a transformative impact on a target business. Our team will deploy a proactive, thematic sourcing strategy and will focus our efforts on companies where we believe the combination of our operating experience, transaction execution capabilities, professional relationships and capital markets expertise can serve as catalysts to enhance the growth potential and value of a target business and provide opportunities for an attractive return to our shareholders. Bob Diamond serves as Chairman of our board of directors. Mr. Diamond is Founding Partner and Chief Executive Officer of Atlas Merchant Capital LLC. Until 2012, Mr. Diamond was Chief Executive of Barclays, having previously held the position of President of Barclays, responsible for Barclays Capital and Barclays Global Investors ( BGI ). He became an executive director of Barclays in 2005 and had been a member of the Barclays Executive Committee since 1997. Prior to Barclays, Mr. Diamond held senior executive positions at Credit Suisse First Boston and Morgan Stanley in the United States, Europe and Asia. Mr. Diamond worked at Credit Suisse First Boston from 1992 to 1996, where his 2 Table of Contents roles included Vice Chairman and Head of Global Fixed Income and Foreign Exchange in New York, as well as Chairman, President and CEO of Credit Suisse First Boston Pacific. Mr. Diamond worked at Morgan Stanley from 1979 to 1992, including as the Head of European and Asian Fixed Income Trading. Mr. Diamond is currently a member of the Board of Directors of South Street Securities Holdings, Inc., Crux Informatics and Atlas Mara Limited. He is also a Trustee of The American Foundation of the Imperial War Museum Inc., a Life Member of The Council on Foreign Relations and is involved in several non-profit initiatives, including being a Director of the Diamond Foundation. He is also Life Trustee and former Chair of the Colby College Board of Trustees. Jeff Tuder serves as our Chief Executive Officer. Mr. Tuder is currently an Operating Partner of Atlas, having joined in September 2020. Previously, Mr. Tuder founded Tremson Capital Management, LLC to invest in undervalued public equities and to make private equity and credit investments in partnership with a number of family offices. Prior to founding Tremson, Mr. Tuder held various investment positions at JHL Capital Group, a multi-strategy hedge fund, KSA Capital Management, a deep value long/short equity fund, and CapitalSource Finance, where he was a Managing Director and Head of its Special Opportunity credit investment business. Mr. Tuder began his career as a private equity professional at Fortress Investment Group, where he underwrote and managed private equity investments for Fortress various investment vehicles; Nassau Capital, LLC, which managed the private assets of Princeton University s Endowment; and ABS Capital Partners, a private equity firm affiliated with Alex. Brown & Sons. Mr. Tuder is currently a member of the Board of Directors of Inseego Corporation (NASDAQ: INSG), Unico American (NASDAQ: UNAM), and Seachange International (NASDAQ: SEAC). Mr. Tuder received a B.A. in English Literature from Yale College. Michele Cito serves as our Chief Financial Officer. Ms. Cito is Chief Financial Officer of Atlas Merchant Capital LLC, having joined in June 2014. Ms. Cito joined Atlas as Controller and later served as Vice President of Finance and Operations prior to becoming Chief Financial Officer. Previously, Ms. Cito worked as an Auditor at Deloitte & Touche LLP in financial services. Ms. Cito is a Certified Public Accountant and received a B.A. in Public Accounting, and an MBA from Pace University. David Schamis is on our board of directors. Mr. Schamis is Founding Partner and Chief Investment Officer of Atlas Merchant Capital LLC. Previously, Mr. Schamis worked at J.C. Flowers from 2000 to January 2014, most recently as a Managing Director and member of the management committee. Mr. Schamis joined J.C. Flowers at its inception and has significant experience investing in financial services and related businesses globally. Prior to J.C. Flowers, Mr. Schamis worked in the financial institutions investment banking group at Salomon Brothers from 1995 to 2000. Mr. Schamis is currently a member of the Board of Directors of South Street Securities Holdings, Inc, Panmure Gordon & Co plc, Kepler Cheuvreux SA, Talcott Resolution Life, Inc. and Ascensus Holdings, Inc. Mr. Schamis received a B.A. in Economics from Yale College. Thomas King has agreed to serve on our board of directors immediately upon the effective date of this prospectus. Mr. King is an Operating Partner of Atlas. He has more than 30 years of experience in the investment banking and financial services industry. Most recently, Mr. King served as Chief Executive Officer of Investment Banking at Barclays and Chairman of the Investment Banking Executive Committee. Mr. King was also a member of the Barclays Group Executive Committee, which oversees all of the Barclays plc businesses. Mr. King began his career at Salomon Brothers, which was later acquired by Citigroup. During his tenure at Citi, he served as Global Head of Mergers and Acquisitions, Head of Investment Banking for the EMEA (Europe, Middle East and Africa) Region and Head of Corporate and Investment Banking for the EMEA region. In 2009, Mr. King moved to Barclays Investment Bank and held several senior roles before becoming CEO, including Head of European Investment Banking, Co-Head of Global Corporate Finance, Global Head of Investment Banking. Mr. King received his MBA with distinction from the Wharton School, University of Pennsylvania and his Bachelor of Arts degree from Bowdoin College. He currently serves on the Board of Directors of Radius Global Infrastructure, Inc. (Nasdaq: RADI) and Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) and various private boards and Chairs the Board of Trustees at the King School in Stamford, Connecticut. 3 Table of Contents Larry Leibowitz has agreed to serve on our board of directors immediately upon the effective date of this prospectus. Mr. Leibowitz is a finance and technology entrepreneur who specializes in business transformation and capital markets. Mr. Leibowitz is an Operating Partner of Atlas, and is a Strategic Advisor and Board Director of Crux Informatics. Mr. Leibowitz currently serves on the Board of Directors of Cowen, Inc (NASDAQ: COWN), an independent investment bank, as well as Vice Chairman of XCHG Xpansiv, an intelligent commodities exchange focusing on renewable energy products, and is on the board of various other private companies in the data management, digital law, and site logistics businesses. Most recently, Mr. Leibowitz served as Chief Operating Officer, Head of Global Equities Markets and as a Member of the board of directors of NYSE Euronext, from 2007 to 2013. Prior to that, Mr. Leibowitz served as Chief Operating Officer of Americas Equities at UBS, Co-head of Schwab Soundview Capital Markets, and CEO of Redibook. Mr. Leibowitz was formerly a founding partner at Bunker Capital, and Managing Director and Head of Quantitative Trading and Equities technology at CS First Boston. Peter Ort has agreed to serve on our board of directors immediately upon the effective date of this prospectus. Mr. Ort is Co-Founder of CurAlea Associates LLC, which provides customized software and advisory solutions to wealth and asset managers. Mr. Ort is also a General Partner at Cambium Capital Partners, an early stage venture capital firm focused on advanced computing in areas such as machine learning specific chips, quantum computing, and application specific devices. Previously, Mr. Ort spent the bulk of his career at Goldman Sachs, where he was a Managing Director and co-head of the Hedge Fund Strategies Group, overseeing manager selection for a $25 billion portfolio, and also worked in the firm s Private Equity Group and Financial Institutions Group in New York and Tokyo. Mr. Ort was also a Managing Director at Karsch Capital, an equity long/short hedge fund. Mr. Ort is a member of the board or advisory board of a number of privately held technology companies. Mr. Ort graduated from Duke University, obtained J.D. and M.B.A. degrees from New York University, and is a member of the New York and New Jersey State Bars. He was a Fulbright Scholar in Japan, and is the Treasurer and a member of the board of the Fulbright Association s New Jersey Chapter. We will be further supported by our advisory committee which is comprised of current and former senior executives with significant investment and operating experience in a wide range of sub-sectors and functional areas within the financial services and financial technology industries generally. These executives will provide us with access to their expertise and extensive industry networks from which we intend to source and evaluate targets as well as to assist in the future value creation plans of any business that we acquire. Key members of our advisory committee will initially include: Henry Helgeson, the Founder and CEO of Cayan, a payments company which was sold to TSYS (now Global Payments) in 2018 for $1.05 billion. Mr. Helgeson grew Cayan into one of the largest merchant acquirers in the U.S. prior to its sale. We believe Mr. Helgeson s deep operational experience, industry relationships, domain expertise and understanding of emerging trends in the financial technology industry will provide us with a competitive advantage as we evaluate merger targets in the financial technology sector. Rich Ricci, the CEO of Panmure Gordon & Co PLC ( Panmure ). Owned by Atlas investment fund, Panmure is a 150 year-old, UK-based middle market corporate advisory and brokerage firm. Prior to joining Panmure, Mr. Ricci was the CEO of Barclays Capital. We believe Mr. Ricci s geographic focus in the U.K and Western Europe will provide us both with differentiated sourcing of potential opportunities as well as insight into overseas markets and economies as we diligence merger targets with international operations. 4 Table of Contents Competitive Advantages The sourcing, valuation, diligence and execution capabilities of our management team, sponsor, Board of Directors, Advisory Committee and extended network of relationships should provide us with a significant pipeline of opportunities from which to evaluate and select a business to merge with that will benefit from our collective expertise. Our competitive strengths include the following: Extensive Network of Industry Relationships. We believe the capabilities and connections of our management team and Sponsor within the financial services, technology, and private equity and venture capital industries will provide us with a differentiated pipeline of acquisition opportunities that would be difficult for other participants in the market to replicate. We believe that our industry relationships provide us with a competitive advantage not only with respect to transaction sourcing but also with respect to our ability to conduct differentiated due diligence on a target company. Differentiated Operating Experience. We believe the executive-level operational experience and expertise resident within our management team, Board of Directors and Advisory Committee will make us an attractive partner to our prospective combination target companies. Our management team believes that its ability to identity and implement value creation initiatives has been an essential driver of past performance and value creation. Extensive Investing Experience. We believe that our Sponsor and our management team s broad-based private equity experience, public equity investing and track record of identifying and sourcing attractive investment opportunities, positions us well to appropriately evaluate potential business combinations that will be well received by the public markets. Execution and Structuring Capability. Our management team and sponsor believe that our combined expertise and reputation will allow us to source and complete transactions that will provide a positive outcome for existing owners of prospective targets while at the same time creating an attractive investment for public equity investors. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation. Business Strategy Our business strategy is to identify and complete our initial business combination with a company that can benefit from the strategic, transactional and operational experience of our management team to create long-term shareholder value. We will leverage the team s broad sourcing network in our selection process and will apply our diligence processes and structuring expertise to execute a value creating transaction. Specifically, our strategy is to: utilize our deep understanding of emerging trends within the financial services and financial technology sectors to identify the most attractive segments and to assess suitable merger candidates; develop a large pipeline of actionable investment opportunities through our long-standing relationships and proprietary deal sourcing networks; and, leverage the strategic, transactional and operating experience of our management team and sponsor to engage with and diligence likely business combination targets to consummate a transaction; Our selection process will leverage our sponsors broad and deep relationship network, unique investment and industry experiences and proven deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through our sponsors decades of experience and demonstrated success in both investing in and operating businesses both in our target sectors and across a variety of other industries. We intend to deploy a pro-active, thematic sourcing 5 Table of Contents strategy and to focus on companies where we believe the combination of our operating experience, relationships, and capital markets expertise can be catalysts to accelerate the target s growth and profitability characteristics and performance over time. Upon completion of this offering, our sponsors will engage with their networks of relationships to articulate the parameters of our target company search and begin the process of pursuing and reviewing potential combinations. Our team s objectives are to generate attractive returns for shareholders and to enhance the value of the business we combine with by improving operational performance of the acquired company and assisting it in its transition into being a publicly-traded company. We expect to favor opportunities with certain industry and business characteristics. Key industry characteristics include: large addressable market; compelling long-term secular growth; attractive competitive dynamics; and, inorganic growth and consolidation opportunities. Key business characteristics of attractive consolidation targets include: high-caliber executive and management team; market-leading product or service; potential for growth in excess of relevant industry average; high barriers to entry; solid base of recurring revenue; resilient to economic cycles; established, high-quality customer base; long-term customer relationships/contracts; attractive overall financial profile; opportunity for operational improvements; attractive steady-state margins and free cash flow characteristics; and, will benefit from Atlas long-term sponsorship as it seeks to accelerate growth in the public markets. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our management and Sponsors may deem relevant. Our selection process will leverage our Sponsor s extensive investment sourcing network, which includes current and former industry executives within the financial services and financial technology industries, private equity, venture capital and alternative asset managers, and lending relationships, as well as existing relationships with the management teams of both public and private companies, investment bankers, restructuring advisers, attorneys and accountants, which we believe should provide us with a number of attractive business combination opportunities. 6 Table of Contents Our management team and Sponsor have decades of experience in: developing and fostering relationships with business owners, management teams and various types of capital providers; sourcing, structuring, conducting diligence, and financing complex acquisitions; structuring and negotiating transaction terms favorable to investors; executing transactions in multiple geographies and under varying economic and financial market conditions; accessing the capital markets, including financing businesses and helping companies transition to public ownership; and, providing strategic guidance at the board level to assist in ongoing shareholder value creation as an independent public company. Atlas and its network of operating partners have deep domain expertise within the financial services and financial technology industries as well as broad transactional experience outside of our core focus areas, with particularly valuable experience: operating large, complex, global businesses; establishing both short and long-term strategic directions; navigating and adapting to challenging macro environments; identifying, recruiting and assessing world-class executives; acquiring and integrating companies; structuring, negotiating and financing complex transactions with multiple counterparties; and, developing and growing companies in various ways; both organically through new product introductions and geographic expansion, and inorganically through acquisitions and other strategic joint-ventures and partnerships. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information that will be made available to us. We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm, that such initial business combination is fair to our company from a financial point of view. Members of our management team may directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. 7 Table of Contents Our officers and directors are from time to time made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with us. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. For more information, see the section entitled Management Conflicts of Interest. We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Initial Business Combination We will have up to 18 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 18 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination one time, by an additional six months (for a total of up to 24 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Our shareholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of our amended and restated certificate of incorporation, in order for the time available for us to consummate our initial business combination to be extended for such six-month period, our sponsor or its affiliates or designees, upon five days advance notice prior to the 18-month deadline, must deposit into the trust account $2,000,000, or $2,300,000 if the underwriters over-allotment option is exercised in full (or $0.10 per unit sold in this offering in either case), on or prior to the date of the applicable deadline, for the six month extension. Any such payment would be made in the form of a non-interest bearing loan and would be repaid, if at all, from funds released to us upon completion of our initial business combination. Such extension loan may be converted into units at the price of $10.00 per unit at the option of the lender at the time of the business combination. The units would be identical to the private placement units issued to our sponsors. In the event that we receive notice from our sponsor five days prior to the 18-month deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to such deadline. In addition, we intend to issue a press release the day after the 18-month deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate an initial business combination within such time period, we will redeem 100% of our issued and outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein, and then seek to dissolve and liquidate. The NYSE rules require that an initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). We refer to this as the 80% of net assets 8 Table of Contents test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own or acquire shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In such cases, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired by us is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Emerging Growth Company Status and Other Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. 9 Table of Contents In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. In September 2020, our initial stockholders purchased an aggregate of 7,187,500 founder shares for a capital contribution of $25,000. Our sponsor and CA Co-Investment purchased 5,675,000 and 1,437,500 of the founder shares, respectively, and each of our three independent director nominees purchased 25,000 of the founder shares. Prior to the initial investment in the company of $25,000 by our initial stockholders, we had no assets, tangible or intangible. On December 2, 2020, our sponsor forfeited 1,150,000 founder shares and CA Co-Investment forfeited 287,500 founder shares, such that our initial stockholders own an aggregate of 5,750,000 founder shares (up to 750,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised) (the Forfeiture ). Except as otherwise described herein, this prospectus, and its disclosure, gives effect to the Forfeiture. Our executive offices are located at 477 Madison Avenue, New York, NY 10022 and our telephone number is (212) 883-4330. Upon completion of this offering, our corporate website address will be www.concordacquisitioncorp.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus forms a part. You should not rely on any such information in making your decision whether to invest in our securities. 10 Table of Contents The Offering
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001824577_king-llc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001824577_king-llc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a79c33b9220f123ba8b14d02022d8c313655a35d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001824577_king-llc_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: Advisors or our Advisory Board are to Tamara L. Casey, Shervin Gerami and Peter Foyo; amended and restated memorandum and article of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; COAC are to Cerberus Operations and Advisory Company, LLC and its similarly situated, affiliated entities; Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; CTS are to Cerberus Technology Solutions, LLC and its similarly situated, affiliated entities; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders refers to all of our shareholders immediately prior to the date of this prospectus, including all of our officers and directors to the extent they hold such shares; management or our management team are to our executive officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); private placement shares are to the Class A ordinary shares sold as part of the private placement units; private placement units are to the units to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; private placement warrants are to the warrants sold as part of the private placement units or as a part of private placement units that are issued upon conversion of working capital loans, if any; public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; sponsor are to Cerberus Telecom Acquisition Holdings, LLC, a Delaware limited liability company; and we, us, our, company or our company are to Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 19, 2020 PRELIMINARY PROSPECTUS Cerberus Telecom Acquisition Corp. $300,000,000 30,000,000 Units Cerberus Telecom Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 4,500,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor has agreed to purchase 900,000 units (or 990,000 units if the underwriters over-allotment option is exercised in full), at a price of $10.00 per unit in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $9,000,000 (or $9,900,000 if the over-allotment option is exercised in full). The private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus. Our sponsor currently owns 8,625,000 Class B ordinary shares, up to 1,125,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the election of directors. Currently, there is no public market for our securities. We have applied to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol CTAC.U We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on the NYSE under the symbols CTAC and CTAC WS, respectively, on the 52nd day following the date of this prospectus unless the representatives of the underwriters permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 43 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $300,000,000 Underwriting discounts and commissions(1) $0.55 $16,500,000 Proceeds, before expenses, to us $9.45 $283,500,000 (1) Includes $0.35 per unit, or $10,500,000 in the aggregate (or $12,075,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $300,000,000, or $345,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S. based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Morgan Stanley Deutsche Bank Securities The date of this prospectus is , 2020. Table of Contents Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. OVERVIEW We are a blank check company newly incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. Our sponsor is an affiliate of Cerberus Capital Management, L.P. (together with its affiliates, Cerberus ). Our sponsor was founded by Stephen A. Feinberg, Frank W. Bruno, and certain senior executives of Cerberus. Stephen A. Feinberg founded Cerberus in 1992 and is currently its Co-Chief Executive Officer. Frank W. Bruno is Co-Chief Executive Officer of Cerberus and has worked with Mr. Feinberg for over 22 years. Mr. Bruno will also serve as the Chairman of our board of directors. Under their leadership, Cerberus has become a global leader in alternative investing with approximately $48 billion in assets under management as of June 30, 2020 and expertise in private equity, credit and real estate. Over the course of its history, Cerberus has developed a group of senior information and communications technology ( ICT ) executives and investors with a proven track record of leading, investing in and growing large, scaled enterprises. Timothy M. Donahue will serve as our Chief Executive Officer and a member of our board of directors. Mr. Donahue has been a senior advisor to Cerberus operations group since 2009 and brings vast experience, deep relationships and strategic vision to investing in ICT. Mr. Donahue is the former Chairman of Sprint Nextel where he grew the company s market capitalization from approximately $16 billion to approximately $40 billion during the period from July 1999 to July 2005. In addition to Mr. Bruno and Mr. Donahue, our board of directors will include industry veterans Dr. Shaygan Kheradpir (former Chief Executive Officer of Juniper Networks and Coriant), who will also serve as our Chief Technology Officer and Dr. Hossein Moiin (former Chief Technology Officer of Nokia) as well as Robert C. Davenport (Head of Global Corporate Credit and Distressed Debt at Cerberus). We will also form an Advisory Board, which will play an instrumental role in sourcing and assessing technology of potential business combination targets and will be comprised of Dr. Kheradpir, Dr. Moiin, Tamara L. Casey (former Vice President of Technology at Nextel), Shervin Gerami (Chief Executive Officer of TeleWorld) and Peter Foyo (former Chief Executive Officer of Nextel Mexico). Jeffrey L. Lomasky (Chief Financial Officer of Cerberus for more than 26 years) will serve as our Chief Financial Officer. Nicholas P. Robinson and Michael K. Palmer, who help manage ICT investments for Cerberus, will serve as Co-Chief Investment Officers. In addition to benefiting from the resources of our management, our board of directors, our Advisory Board, and the broader Cerberus organization, our sponsor will leverage Cerberus proprietary operational platforms, including Cerberus Technology Solutions, LLC (together with other similarly situated, affiliated entities, CTS ) and Cerberus Operations and Advisory Company, LLC (together with other similarly situated, affiliated entities, Table of Contents COAC ), which will be available to support our disciplined investment process and subsequent business management and strategic value creation initiatives following a business combination. The company intends to target ICT companies that benefit from the transformational, long-term impacts of capital deployment in the 5G stack. Such companies may include network operators (mobile operators, fiber operators, datacenters and tower companies), equipment vendors, device makers, semiconductor providers, IT and cloud services, network optimization, ICT software and applications companies. Opportunities will be sourced from our management and Advisors and their extensive network of executives, investors, and advisors and the broader Cerberus organization. The company will target assets with growing market presence, which would benefit from our investment and influence. The company will seek to utilize its experienced team to address strategic opportunities, capital needs, and regulatory considerations. OUR BOARD OF DIRECTORS AND MANAGEMENT Our selection process will leverage our management s and Advisors broad and deep relationship network, unique industry experiences and deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through our and Cerberus demonstrated success both investing in and operating businesses, developing a distinctive combination of capabilities including: a track record of creating and growing multi-billion dollar platforms in the private and public markets; extensive M&A experience, including driving transformational transactions; the ability to enhance and advise management teams as they transition from private to public markets; experience driving capital allocation decisions at the corporate level; an understanding of public market performance and requirements; an extensive history of sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses; deep relationships with company management teams (potential targets); investment banks and financial institutions; financial advisors, lawyers and consultants; ICT industry experts and other private equity firms; experience deploying broad value creation strategies, including recruiting world-class talent and delivering operating efficiency by consistently exceeding synergy targets; and an extensive history of accessing the capital markets across various business cycles. Our board of directors will include Frank W. Bruno, Timothy M. Donahue, Dr. Shaygan Kheradpir, Dr. Hossein Moiin and Robert C. Davenport. Frank W. Bruno Chairman of the Board: Mr. Bruno is Co-Chief Executive Officer of Cerberus and is responsible for leading Cerberus global investment activities across credit, private equity, and real estate strategies, working closely with Co-Chief Executive Officer, Stephen A. Feinberg. Prior to this role, Mr. Bruno was President of Cerberus Global Investments, where he was responsible for leading Cerberus international businesses. Since joining Cerberus in 1998, Mr. Bruno has overseen the investment of more than $38 billion in equity capital in Asia and Europe alone. Under Mr. Bruno s leadership, Cerberus expanded its international presence significantly, opening global advisory offices across Asia, including Beijing, Hong Kong, and Tokyo, and across Europe, including Baarn, Belfast, Dublin, Frankfurt, London and Madrid. Mr. Bruno graduated from Cornell University and received an M.B.A. from the Wharton School at the University of Pennsylvania. Mr. Bruno currently serves on the Wharton School s Graduate Advisory Board. Table of Contents Timothy M. Donahue Chief Executive Officer and Director Nominee: Mr. Donahue served as the Chief Executive Officer of Nextel Communications Inc., a nationwide wireless telecommunications company, from 1999 until 2005, when Nextel was merged with Sprint Corporation to form Sprint Nextel Corporation. Thereafter, and until 2006, Mr. Donahue was the Executive Chairman of Sprint Nextel and the Chairman of the Sprint Nextel Corporation. From 1996 until his appointment as Chief Executive Officer, Mr. Donahue served as the President and Chief Operating Officer of Nextel. During Mr. Donahue s tenure at Nextel, Nextel experienced significant improvements in financial performance, including significant growth in revenues and EBITDA. Over that same period, the market capitalization of the company increased from approximately $16 billion to approximately $40 billion. Mr. Donahue started his telecommunications career with McCaw Cellular in 1986 as president of its paging division. Mr. Donahue is currently a member of the board of directors of Ligado Networks (wireless network), and AURA Network Systems (communications), and former member of the board of directors of NVR Inc. (home builder) (NYSE:NVR). Mr. Donahue is a former director of ADT Corporation (home security) (formerly NASDAQ:ADT); Covidien plc (medical devices) (NYSE:COV); Eastman Kodak Company (imaging) (NYSE:KODK); Nextel Partners Inc. (telecommunications); and Tyco International Ltd. (diversified) (formerly NYSE:TYC). Mr. Donahue also served on the board of John Carroll University and is the former chairman of the Cellular Telecommunications & Internet Association (CTIA). In 2004, Institutional Investor Magazine honored Mr. Donahue as the best chief executive officer in the telecommunications services and wireless sector based on ratings by investors and brokerage firm analysts. Mr. Donahue received his BA in English Literature from John Carroll University. Dr. Shaygan Kheradpir Chief Technology Officer and Director Nominee: Dr. Kheradpir is best known for driving transformational change through technology innovation at Verizon where he was Group Chief Information Officer from January 2000 to December 2010, at Barclays Bank as Group Chief Operating Officer from January 2011 to December 2013, and at Juniper Networks from January 2014 to December 2014 and Coriant from September 2015 to June 2018 as Chief Executive Officer and Chairman. Dr. Kheradpir continues to work with high-tech start-ups in Silicon Valley, leading private equity firms, and national governments on 5G networks, next generation applications for the industrial internet, cybersecurity, artificial intelligence and blockchain. Dr. Kheradpir was on the founding Executive Leadership Committee of Verizon, helping transform it from a phone company to a premier telecom company worldwide in super high-speed networks such as FiOS and 4G-LTE, in interactive multi-media, and in world-class customer service and internal automation. At Barclays, Dr. Kheradpir was Group Chief Operating Officer and on the bank s Global Executive Committee, setting the course for 21st century industrialization in financial services. At Juniper, as Chief Executive Officer, Dr. Kheradpir focused the company by creating and executing its Integrated Operating Plan (IOP), while becoming a premier cloud-builder and creator of high IQ networks via cutting-edge networking technology, automation and machine learning. At Coriant, as Chairman and Chief Executive Officer, Dr. Kheradpir integrated and re-invented three predecessor companies of Tellabs, Siemens Optical, and Sycamore, creating the industry-first Hyperscale Carrier Architecture (HCA) products, propelling Coriant to become the leading insurgent telecom equipment company worldwide across high-speed packet-optical and 5G networks. Dr. Kheradpir received his BS, MS and Ph.D. degrees in electrical and computer engineering from Cornell University, served on the advisory board of US National Institute of Standards and Technology (NIST), is on the board of MTN Group (260 million wireless subscribers), and is on the Cornell University Engineering Council. Dr. Kheradpir was inducted into the CIO Hall of Fame in 2006 and selected in 1990 as outstanding young engineer by US National Academy of Engineering (NAE). Dr. Hossein Moiin Director Nominee: Dr. Moiin has over 30 years of experience in the ICT sector. Dr. Moiin was Chief Technology, Innovation, and Strategy Officer for Nokia Mobile Networks from 2016 to 2018 where he was responsible for returning Nokia to profitability following the acquisition of Table of Contents the Alcatel Lucent wireless business and merging portfolios in a manner that minimized customer disruption. Dr. Moiin was also responsible for 5G and IoT, and for creating a roadmap from 4G networks encompassing technology and business models. Prior to that, Dr. Moiin was Chief Technology and Innovation Officer and a member of the Executive Board of Nokia from January 2012 to February 2016. Dr. Moiin also served in senior technology roles at British Telecom and T-Mobile. Dr. Moiin obtained his BS, MS and Ph.D. degrees from the University of California, Santa Barbara, in Electrical and Computer Engineering. Mr. Robert C. Davenport Director Nominee: Mr. Davenport is Cerberus Head of Global Corporate Credit and Distressed Debt. Mr. Davenport is responsible for overseeing and managing Cerberus investments in stressed and distressed debt on a global basis. Mr. Davenport is also Chairman of the Corporate Credit Investment Committee. Since joining the firm in 1996, Mr. Davenport has played a significant role in building and establishing Cerberus core credit platform, which has invested approximately $30 billion across industries, geographies, and asset classes. In addition, Mr. Davenport has led the investment of multiple billions of capital per year during periods of market dislocation, such as the Asian Financial Crisis and the Great Financial Crisis. Mr. Davenport oversees a team of more than 25 dedicated investment professionals, who cover the United States, Europe, and emerging markets and have significant experience identifying and sourcing investment opportunities. During his tenure, Mr. Davenport has helped Cerberus develop new investment strategies that expand outside its core strategy of investing in stressed and distressed debt. Prior to Cerberus, Mr. Davenport was a principal at Vestar Capital Partners from 1990 to 1994, where he was responsible for identifying, analyzing and executing leveraged buyout opportunities. From 1988 to 1990, Mr. Davenport worked in the mergers and acquisitions group at Drexel Burnham. Mr. Davenport graduated from the University of California. Mr. Davenport is a member of the Board of Trustees for the Crossroads School for Arts and Sciences in Santa Monica, California. In addition to our board of directors, we will form an Advisory Board that includes Dr. Kheradpir, Dr. Moiin, Tamara L. Casey, Shervin Gerami and Peter Foyo. Tamara L. Casey: Ms. Casey has been actively engaged in engineering, operations and technology development of wireless networks since 1985. Ms. Casey is a seasoned, C-Level executive with an extensive network in the wireless, wireline, satellite and technology verticals. Ms. Casey spent a significant portion of her career with Nextel Communications where she was widely recognized for her technical leadership and technology development work. Since leaving Nextel at the time of the merger with Sprint, Ms. Casey has been a successful start-up founder (currently with AURA Network Systems and formerly 4DK Technologies, sold to Radius Networks in 2014), advisor to globally recognized investment firms and Cisco among others. In her work as a technology advisor, Ms. Casey has managed technical diligence on opportunities such as Blackberry, Pacific Data Vision (Anterix), Lightsquared (Ligado Networks), SubCom, a carve out of a Mexican wireless company, and many others. As a result of her diligence work on Lightsquared (Ligado Networks), Ms. Casey served as Chief Technology Officer upon the company s exit from bankruptcy. Ms. Casey was appointed to the Board of Directors of NextNav in late 2019. Ms. Casey holds a Strategic Business Leadership certificate from the Georgetown McDonough School of Business and attended Laney College, where she studied Media Communications (specifically audio and video engineering). Shervin Gerami: Mr. Gerami is the Chief Executive Officer of TeleWorld Solutions, a wireless services and consulting firm that was recently acquired by Samsung and the Founder/Former Chief Executive Officer of SmallCellSite.com, the first online and open marketplace for real estate for 4G and 5G networks. Mr. Gerami grew TeleWorld Solutions to over 400 employees, working with over 50 clients, including Tier-1 wireless operators, MSOs, OEMs, media and IoT providers. Prior to TeleWorld Solutions, Mr. Gerami spent a decade working for Nextel, Sprint, and XOHM in various Table of Contents management and technical roles, including management of wireless networks across 3G and 4G. Mr. Gerami holds a BS in electrical engineering from the University of Tennessee. Mr. Gerami has also completed executive education at Harvard and Wharton. Peter Foyo: Mr. Foyo is the founder and Chief Executive Officer of Principal Standard Group ( PSG ) where he develops and implements projects in sectors such as real estate, health care, energy, and communications. Mr. Foyo spent much of his career as Chief Executive Officer and Chairman of Nextel de Mexico. Mr. Foyo significantly increased the company s customer base, securing a significant share of the Mexican postpaid market in the process. Mr. Foyo helped the company garner several major industry awards and recognitions, including Socially Responsible Company for eight consecutive years and One of the Best Places to Work since 2007. Under Mr. Foyo s leadership, Nextel de Mexico was awarded Pyramid Research s (now Global Data) Latin America s Mobile Operator of the Year award in 2003 and 2004. Mr. Foyo spent the early years of his career with AT&T Corporation, beginning as a product planner in the computer systems division and advancing to become a corporate strategy director. As a leader of the AT&T/Telecom Italia regional network plan for Latin America, he established working partnerships with major telecom organizations such as Entel Chile, Entel Bolivia, and Telefonica Argentina. Mr. Foyo has held numerous board leadership positions over the course of his career, including serving on the boards of Palace Resorts Group, Sirran Communications, YipTV, Blackburn Technologies, and the Marquette Companies, a prominent real estate company. Mr. Foyo also served on the advisory board of the freight rail company Kansas City Southern. In his current role with PSG, Mr. Foyo oversees a broad range of global initiatives in communications, real estate, energy, and health care. Mr. Foyo s projects at PSG include the first solar facility in Mexico, a medical plaza in Cancun, and various engagements to analyze ICT acquisition targets. Mr. Foyo holds a BA in international business and economics from Benedictine University in Illinois. A Captain in the U.S. Army Reserve, Mr. Foyo also served as a reserve U.S. Embassy Attach . The members of our Advisory Board will assist our management team with sourcing and evaluating business opportunities and devising plans and strategies to optimize any business that we acquire following the consummation of this offering. However, unlike our management team, our Advisors (who are not also officers or directors of the Company) are not responsible for managing our day-to-day affairs and have no authority to engage in substantive discussions with business combination targets on our behalf. Our Advisors will not be paid in connection with the search of business combination targets before or after the consummation of our initial business combination, but will be reimbursed for any out-of-pocket expenses and will be entitled to fees and/or certain direct and allocable compensation costs in connection with the services provided to the Company before our initial business combination. We have not currently entered into any formal arrangements or agreements with the members of our Advisory Board to provide services to us and they will have no fiduciary obligations to present business opportunities to us. In addition to Timothy M. Donahue and Dr. Shaygan Kheradpir, our management team will include Jeffrey L. Lomasky, Nicholas P. Robinson and Michael K. Palmer. Jeffrey L. Lomasky Chief Financial Officer: Mr. Lomasky is the Chief Financial Officer and a Senior Managing Director of Cerberus Capital Management. Mr. Lomasky joined Cerberus in 1994. Prior to joining Cerberus, Mr. Lomasky was the Chief Financial Officer of New Street Securities from 1992 to 1994. From 1990 to 1992, Mr. Lomasky was the controller of Drexel Burnham Lambert and from 1989 to 1990, he was the Chief Financial Officer of European activities for Drexel Burnham Lambert. Mr. Lomasky is a graduate of Bernard Baruch College. Nicholas P. Robinson Co-Chief Investment Officer: Mr. Robinson is a Managing Director and Cerberus Global Head of Trading. Mr. Robinson currently sits on Cerberus Corporate Credit Investment Committee. Cerberus Corporate Credit team has invested approximately $30 billion across industries, geographies, and asset classes since inception. Mr. Robinson helps manage several of Table of Contents Cerberus largest ICT investments. Mr. Robinson is a member of Cerberus Financial Risk Subcommittee and is involved in risk management for the firm globally. Mr. Robinson joined Cerberus in 2011 from Morgan Stanley where he was an Executive Director in the Distressed Credit Trading division. Mr. Robinson started his career in the Leveraged Loan Group at Goldman Sachs in 2004. Mr. Robinson graduated from Acadia University in Nova Scotia, Canada. Michael K. Palmer Co-Chief Investment Officer: Mr. Palmer is a Managing Director at Cerberus within Cerberus private equity platform, which invests in global companies across various industries and geographies. In this role, Mr. Palmer helps support Cerberus private equity investments in healthcare, telecommunications and technology companies. Mr. Palmer has assisted in the identification of opportunities to collaborate with innovative managers and invest in sectors undergoing transformation. Mr. Palmer has also contributed to the development of Cerberus investing practice in emerging markets and he currently serves on Cerberus Emerging Markets Investment Committee. Mr. Palmer is also on the Board of Directors of Stratolaunch, an American aerospace company that develops and operates technologies to fulfill national priorities; and AURA Network Systems, a company focused on developing a dedicated nationwide air-to-ground wireless communications network. Mr. Palmer previously served on the Board of Directors of Steward Health Care (an accountable care organization), Covis Pharma (a specialty pharmaceuticals company), PaxVax Global (a global specialty vaccines business), and Print Media Holdings (a division of YP Holdings, which was an advertising solutions platform that Cerberus carved out of AT&T). Mr. Palmer is a graduate of Duke University. With respect to the above, past performance of our management team or our Advisors is not a guarantee of either (i) success with respect to a business combination that may be consummated or (ii) the ability to successfully identify and execute a transaction. You should not rely on the historical record of our management team or their respective affiliates or our Advisors as indicative of future performance. See Risk Factors Past performance by our management team or their affiliates or our Advisors is not indicative of future performance of an investment in us. Our management has no prior experience in operating blank check companies or special purpose acquisition companies. For a list of our directors and executive officers and entities for which a conflict of interest may or does exist between such directors and executive officers and the company, please refer to Management Conflicts of Interest. INDUSTRY OPPORTUNITY While we may acquire a business in any industry, our focus will be on ICT in the United States and other developed countries. We believe ICT is attractive for a number of reasons. 5G Technology and Compelling Long-term Growth Prospects. As the World Economic Forum has stated, we believe 5G will change the world even more profoundly than 3G or 4G and be as revolutionary as electricity or the automobile. 5G promises to allow networks to harness data and machine learning for the purpose of more efficient control of physical processes that span every aspect of the economy. The technology allows for faster download speeds, lower latency, higher device density, higher reliability, and more network capabilities. Put simply, consumers will have access to better quality wireless communications, more data, and new services. Businesses will benefit from the same, as well as from machine-to-machine (so-called internet of things) capabilities that allow for real-time process optimization, critical information management, as well as certain machine learning / artificial intelligence applications. We believe that the 5G capital cycle will be longer than 4G or 3G and that it enables strong secular tailwinds. Large Target Market Active in M&A. The sector has substantial actionable targets of meaningful scale that fit our acquisition criteria. According to S&P Global Market Intelligence, over the past 5 years, the Table of Contents sector has benefited from robust global M&A deal flow with over 259 transactions completed between $1 billion and $10 billion, with a cumulative deal volume of over $670 billion. Additionally, private equity activity has ballooned, with ICT representing more than 27% of all private equity TMT M&A activity. In particular, alternative investment firms have raised telecom infrastructure funds, $98 billion of capital raised and $54 billion capital deployed across 52 funds since 2015. We expect such funds may seek to maximize investment performance through a business combination with us, as an alternative to an IPO. Attractive Competitive Dynamics. Our management team believes that the complexity of the ICT industry acts as a barrier to entry, requiring investors to have significant sector-specific knowledge and expertise to identify and appropriately analyze investment opportunities. Technical knowledge, an understanding of the regulatory landscape, complex valuation methodologies, specialized accounting treatments, and regulatory and political considerations may deter competition from generalist firms. As of this proposed offering, we believe few, if any, blank check companies exist with such a team able to focus squarely on this industry. Consolidation Opportunities. Across multiple sectors within ICT, key players have looked to consolidate and scale to compete and deploy capital in the next generation of wireless and broadband technology. We believe that today s environment makes for sourcing a differentiated opportunity and consummating a business combination. BUSINESS STRATEGY AND ACQUISITION CRITERIA Upon completion of this offering, we will communicate with our network of relationships to identify a target that complements the experience of our management and board of directors and can benefit from their operational, technological and investment expertise and begin the process of pursuing and reviewing potential opportunities. Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to focus our search for a business combination target on information and communications technology (ICT) and, in particular, ICT companies that benefit from the transformational, long-term impacts of capital deployment in the 5G stack. Such companies may include network operators (mobile operators, fiber operators, datacenters and tower companies), equipment vendors, device makers, semiconducter providers, IT and cloud services, network optimization, and ICT software and applications companies. We intend to acquire one or more businesses that we believe: are growth-oriented, market-leading companies; have a durable and/or defensible market position, with demonstrated competitive advantages to maintain barriers to entry; have recurring, predictable revenues and the history of, or the near-term potential to, generate stable and sustainable free cash flow; have strong management teams with a track record of driving growth and profitability, and would benefit from our management s network and expertise, capital structure optimization, acquisition advice or operational and technological changes to drive improved financial performance; are fundamentally sound companies that may currently be underperforming their potential; Table of Contents exhibit unrecognized value or other characteristics, desirable returns on capital and a need for capital to achieve the company s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; will offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved capital structure will be weighed against any identified downside risks; and can benefit from being publicly traded, are prepared to be a publicly traded company and can utilize access to broader capital markets. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. COMPETITIVE ADVANTAGES We believe that there will be growing capital needs among ICT companies based on rapid growth in the digital economy, specifically linked to 5G technology and innovation. We intend to target an asset with growing market presence, which would benefit from our investment and influence. We will utilize our ICT operating and investment teams, as well as Cerberus experience and resources, to address operational challenges, capital needs, and regulatory considerations to generate value post-closing. Experienced Alternative Asset Manager Through Multiple Economic Cycles. Since 1992, Cerberus has been a leader in global investing across the capital structure and multiple asset classes, including private equity, credit, and real estate. Since inception, Cerberus has invested approximately $125 billion of capital and today it has approximately $48 billion in assets under management across 22 offices globally. Since inception, Cerberus has successfully invested over $5 billion in ICT. Skilled Operating Professionals with Relevant ICT Experience. Cerberus, through its affiliate, COAC, employs and or retains a large team of operating professionals and consultants, which together, form one of the largest dedicated, full-time operations teams in the industry. Cerberus also has an established advisory network of professional technology and telecom experts, who have led or held directorships in telecommunications companies globally (e.g., Nextel, Verizon, Nokia, and MTN). COAC and our advisors drive deal diligence and development, assist in sourcing, as well as provide significant expertise in operational planning and board oversight. Best in Class ICT Team with Deep Knowledge of 5G Tech Stack. Members of our team have held various leadership positions at companies that pioneered, designed, built, and operated 1G, 2G, 3G, and 4G LTE systems worldwide. Several have analyzed and led construction of technology for the Department of Defense and U.S. Intelligence Community, including the Central Intelligence Agency. Many still advise leading companies and the U.S. government on all aspects of 5G technology, working with leading research and development labs to understand next generation capabilities. Table of Contents Manager and Employees with Critical Insight and Alignment with U.S. Policy. Our team is deeply knowledgeable of U.S. policy objectives. Cerberus has a history of operating regulated businesses in the US, Europe and emerging markets. We maintain current and former members of various government bodies and advisor boards who provide expert testimony and guidance on regulatory matters. Former U.S. Vice President Dan Quayle has been with Cerberus since 1999 and currently serves as Chairman of Cerberus Global Investments, LLC. Former U.S. Secretary of the Treasury John Snow has been with Cerberus since 2006 and currently serves as Chairman of Cerberus. Through Vice President Quayle, Secretary Snow and other key Cerberus leaders, we have regular and ongoing discussions with key leaders across governments, vendors, integrators, and operators. OUR ACQUISITION PROCESS In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will also utilize our management team s operational, transaction, and capital planning experience along with resources from our affiliates, CTS and COAC. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors or Advisors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers, directors or Advisors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Our officers, directors and Advisors may, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such officers, directors and Advisors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses with our underwriters or other advisors. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Cerberus Technology Solutions, LLC CTS, is a proprietary technology-focused operational affiliate of Cerberus founded and led by Stephen A. Feinberg, Matthew Zames and Leonard Laufer, which today consists of 35 experienced business and technology executives who focus on deploying and implementing technology solutions to enhance processes and modernize business models across the Cerberus Funds and Accounts (as defined below), their respective investments and portfolio companies. CTS primary mandate is to apply leading technology solutions that can drive productivity Table of Contents and efficiency, realize new sources of revenue and value creation, and accelerate technological transformation and differentiation. CTS also helps to source, diligence, and operate new investments in technology and analytics companies. The core CTS team augments the Cerberus Funds and Accounts throughout the investment and ownership process to drive higher returns and increased efficiency. In a world that increasingly requires technological innovation and a faster pace of change, CTS allows Cerberus to proactively enhance the competitiveness of its portfolio companies and defensively fortify inherently sound businesses that suffered from lack of focus on technology. The CTS team participates in identifying and performing diligence on investment opportunities where technological innovation can play a key role in driving value creation, a target universe that Cerberus believes is expanding at an accelerating pace. CTS seeks to add value through a number of ways: optimizing data collection and performing advanced analytics; facilitating intelligence-driven decision-making; identifying and staffing key talent to build or transform technology departments; implementing organizational design and developing technology solutions; rationalizing technology infrastructure and enabling use of Cloud Refactoring and modernizing legacy application; and enhancing digital, mobile and e-commerce engagement. CTS has established operating units with both advisory and execution expertise within the following domains: Infrastructure Modernization Data Unification and Management Application Rationalization and Migration Cybersecurity Assessment and Remediation Plan Advanced Analytics Digital and eCommerce Emerging Technology Payments CTS will be entitled to fees and/or reimbursement of certain direct and allocable costs, including allocable compensation costs, to the extent that members of CTS provide services to our company before or after our initial business combination. Cerberus Operations and Advisory Company, LLC COAC employs and or retains a large team of operating professionals and consultants who drive deal diligence and development, assist in sourcing, as well as provide significant expertise in operational planning and board oversight. Periodically, members of COAC also take temporary or indefinite positions on the management teams of Cerberus portfolio companies, particularly in cases, such as corporate divestitures, where the management team is not fully complete upon consummation of an acquisition. We believe that few, if any, other alternative investment managers maintain a staff of operating and execution resources of comparable size and Table of Contents differentiated and extensive experience. The business executives comprising COAC can be grouped into three general categories: former chief executive officers, chief operating officers, chief financial officers, or other senior leaders of large companies or of large business units of companies; functional experts with significant operating experience managing specific business functions, such as strategy, commercial effectiveness (including new product development, branding, pricing, sales, marketing and communications), technology, human resources, supply chain, treasury, financial planning and analysis, risk management, or legal (including regulatory affairs and environmental, social and governance); and individuals with middle management, project management, or operational enhancement and turnaround experience, many of them trained in disciplines such as Six Sigma and other quality or efficiency/ productivity techniques. In addition to these executives, COAC maintains a Competitiveness Council consisting of well-regarded senior business executives who provide advice across a wide array of industries. COAC team members collectively have operating expertise in a wide range of industries on a global basis, including, but not limited to, business services, telecommunications, media, financial services and technology. In exchange for reasonable arms length consideration agreed between the company and COAC from time to time, COAC will assist our management and other members of our board of directors with identifying suitable acquisition candidates, conducting due diligence and operational planning, negotiating and executing our initial business combination and, thereafter, helping to plan and execute value enhancing operational plans and initiatives. COAC will be entitled to fees and/or reimbursement of certain direct and allocable costs, including allocable compensation costs, to the extent that members of COAC provide services to our company before or after our initial business combination. INITIAL BUSINESS COMBINATION So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target Table of Contents business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. OTHER CONSIDERATIONS Cerberus manages multiple investment vehicles, and Cerberus will raise additional funds and/or successor funds in the future (collectively the Cerberus Funds and Accounts ), which may be during the period in which we are seeking our initial business combination. Although we intend, to seek a business combination with a company that would not be an appropriate opportunity for the Cerberus Funds and Accounts, the Cerberus Funds and Accounts (and/or the portfolio companies of any of the foregoing) may compete with us for acquisition opportunities. However, we do not expect that this would adversely affect our ability to consummate our initial business combination because our investment mandate is different from the current investment mandate of the Cerberus Funds and Accounts. Accordingly, the potential targets for a business combination are not expected to be appropriate investments for the Cerberus Funds and Accounts, including, without limitation, because: (i) the expected risk-adjusted returns acceptable to us with respect to any potential business combination may not meet the investment parameters of the Cerberus Funds and Accounts; (ii) of differences then existing between Cerberus general private equity and other strategies and our business strategy; and (iii) the fact that the post-business combination entity will be a public company, which may not be an appropriate investment for one or more of the Cerberus Funds and Accounts, which are expected to generally target companies that are more suitable for an operational private equity investment program. Table of Contents In addition, certain of our officers, directors and Advisors presently have, and any of them in the future will have additional, fiduciary and contractual duties to other entities, including without limitation, the Cerberus Funds and Accounts and certain companies in which Cerberus or such entities have invested. As a result, if any of our officers, directors or Advisors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any Cerberus Funds and Accounts), then, subject to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If the Cerberus Funds and Accounts or other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In particular, our management will present any prospective business combination targets to Cerberus private equity investment committee to determine if such investment is appropriate and/or available for an investment by the Cerberus Funds and Accounts. If it is determined that such investment is appropriate for the Cerberus Funds and Accounts, such opportunity will be pursued by such Cerberus Funds and Accounts in accordance with current policies and procedures and generally not the company. However, we do not expect these duties to materially affect our ability to complete our initial business combination. In addition, Cerberus and our officers, directors, Advisors and COAC and CTS, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, Cerberus and certain of our officers, directors and Advisors have and will have in the future time and attention requirements for current and future Cerberus Funds and Accounts. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, the Cerberus Funds and Accounts, Cerberus and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. Our sponsor, officers, directors and Advisors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. CORPORATE INFORMATION Our executive offices are located at 875 Third Avenue, New York, New York 10022, and our telephone number is (212) 891-2100. We maintain a corporate website at www.CerberusAcquisition.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and expect to receive, after the effectiveness of the registration statement of which this prospectus forms a part, a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. Table of Contents We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. Table of Contents THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 30,000,000 units (or 34,500,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one redeemable warrant. Proposed NYSE symbols Units: CTAC.U Class A ordinary shares: CTAC Warrants: CTAC WS Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the representatives of the underwriters inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Table of Contents Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number of private placement units to be sold in a private placement simultaneously with this offering 900,000(1) Number outstanding after this offering and the sale of the private placement units 30,900,000(1) Ordinary shares: Number outstanding before this offering 8,625,000(2)(3) Number outstanding after this offering 38,400,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 300,000(1) Number of warrants to be outstanding after this offering and the sale of private placement units 10,300,000(1)(5) 1 Assumes no exercise of the underwriters over-allotment option. 2 Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. 3 Includes 1,125,000 founder shares that are subject to forfeiture to the extent the underwriters do not exercise their over-allotment option in full. 4 Includes 30,000,000 public shares, 900,000 Class A ordinary shares underlying the private placement units to be sold in the private placement and 7,500,000 founder shares, assuming 1,125,000 founder shares have been forfeited. 5 Includes public warrants included in the units sold in this offering and 300,000 private placement warrants underlying the private placement units to be sold in the private placement. Table of Contents Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Table of Contents will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A Table of Contents ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described Table of Contents under the heading Description of Securities Warrants Public Shareholders Anti-Dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Shareholders Warrants ; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Table of Contents Public Shareholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders for additional information. Table of Contents Founder shares On September 10, 2020, our sponsor paid $25,000, or approximately $0.002 per share, to cover certain expenses on our behalf in consideration of 11,500,000 Class B ordinary shares, par value $0.0001. In October 2020, our sponsor surrendered 2,875,000 of our Class B ordinary shares, which decreased the number of outstanding founder shares from 11,500,000 to 8,625,000. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares (excluding the private placement shares underlying the private placement units) upon the consummation of this offering. Up to 1,125,000 founder shares are subject to forfeiture by the sponsor, depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to Table of Contents provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In such case, our sponsor and each member of our management team have agreed to vote their founder shares, private placement shares and public shares in favor of our initial business combination. As a result, in addition to our sponsor s founder shares, we would need 10,800,001, or 36.0% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,200,001, or 4.0% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution Table of Contents rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares and private placement units Except as described herein, our sponsor and our management team have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement units, private placement shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and management team with respect to any founder shares, private placement units, private placement shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if we do not consummate an initial business combination, at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the private placement Table of Contents shares underlying the private placement units) upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. Election of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our shareholder meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote Table of Contents together as a single class, with each share entitling the holder to one vote. Private placement units Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 900,000 private placement units (or 990,000 private placement units if the underwriters over-allotment option is exercised in full), at a price of $10.00 per unit in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $9,000,000 (or $9,900,000 if the over-allotment option is exercised in full). The private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus. If we do not consummate an initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private placement units held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement units (and the underlying securities) will expire worthless. The private placement warrants included in the private placement units will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Units ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise Table of Contents price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account Of the proceeds we will receive from this offering and the sale of the private placement units described in this prospectus, $300,000,000, or $345,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $10,500,000 (or $12,075,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement units held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of Table of Contents association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.5% per year, we estimate the interest earned on the trust account will be approximately $1,500,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement units not held in the trust account, which will be approximately $2,000,000 in working capital after the payment of approximately Table of Contents $1,000,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a Table of Contents target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of Table of Contents any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Effecting Our Initial Business Combination Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, in cases where, among others, it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described Table of Contents herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we Table of Contents will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. Table of Contents If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In such case, our sponsor and each member of our management team have agreed to vote their founder shares, private placement shares and public shares in favor of our initial business combination. As a result, in addition to our sponsor s founder shares, we would need 10,800,001, or 36.0% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,200,001, or 4.0% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such shareholder meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Table of Contents Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our Table of Contents sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we Table of Contents have not consummated an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Table of Contents Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Table of Contents Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement units held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; COAC and CTS, which are affiliates of our sponsor and certain of our officers and directors, and our Advisors, will be entitled to fees and/or certain direct and allocable compensation costs, as well as reimbursement for any out-of-pocket expenses, to the extent that members of COAC or CTS or our Advisors provide services to us before our initial business combination (see Summary Our Acquisition Process Cerberus Operations and Advisory Company, LLC and Cerberus Technology Solutions, LLC ); Reimbursement for office space, secretarial and administrative services provided to us by our sponsor or an affiliate of our sponsor, in the amount of $10,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the private placement units. Except for the foregoing, the terms of such loans, if any, have not been Table of Contents determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement units held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. RISKS We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001824846_healthcare_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001824846_healthcare_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cc12739222527b1275f498ab6469a17a357a4e33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001824846_healthcare_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: anchor investor are to certain funds and accounts managed by BlackRock, Inc. who have expressed to us an interest to purchase an aggregate of $20,400,000 of units in this offering at the offering price. Because this indication of interest is not a binding agreement or commitment to purchase, our anchor investor may determine to purchase more, fewer or no units in this offering or the underwriter may determine to sell more, fewer or no units to the anchor investor; common stock are to our Class A common stock and our Class B common stock, collectively; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in connection with our initial business combination, including, but not limited to, a private placement of equity or debt; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein (for the avoidance of doubt, such shares of Class A common stock will not be public shares ); initial stockholders are to our sponsor and any other holders of founder shares prior to this offering (or their permitted transferees); management or our management team are to our officers; private placement warrants are to the warrants to be issued to our sponsor and our anchor investor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders to the extent our initial stockholders purchase public shares, provided that each initial stockholder s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor and our anchor investor (or their permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or members of our management team (or permitted transferees); sponsor are to Healthcare Services Acquisition Holdings LLC, a Delaware limited liability company, which is affiliated with David T. Blair, our Chief Executive Officer and Chairman of our board of directors, Martin J. Payne, our President and a member of our board of directors, Joshua B. Lynn, our Chief Financial Officer, and Tao Tan, our Chief Operating Officer. Funds and accounts managed by AllianceBernstein L.P. are a member of our sponsor, and we expect to benefit from access to their research platform, to leverage their industry knowledge and data to enhance our own diligence process, and to provide AllianceBernstein funds the opportunity to participate in future debt and equity financings in connection with an initial business combination; warrants are to our redeemable warrants, which include the public warrants and the private placement warrants; and we, us, company, our or our company are to Healthcare Services Acquisition Corporation. Each unit consists of one share of our Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED DECEMBER 11, 2020 PRELIMINARY PROSPECTUS $240,000,000 Healthcare Services Acquisition Corporation 24,000,000 Units Healthcare Services Acquisition Corporation is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The underwriter has a 45-day option from the date of this prospectus to purchase up to an additional 3,600,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we do not complete our initial business combination within 24 months from the closing of this offering or during any stockholder-approved extension period, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to the limitations described herein. Our sponsor, Healthcare Services Acquisition Holdings LLC, and certain funds and accounts managed by BlackRock, Inc., which we refer to as our anchor investor, have committed to purchase an aggregate of 6,800,000 warrants (or 7,520,000 warrants if the underwriter s over-allotment option is exercised in full) at a price of $1.00 per warrant ($6,800,000 in the aggregate, or $7,520,000 if the underwriter s over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at a price of $11.50 per share, in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants as the private placement warrants. Our anchor investor has expressed to us an interest to purchase an aggregate of $20,400,000 of units in this offering at the offering price. Because this indication of interest is not a binding agreement or commitment to purchase, our anchor investor may determine to purchase more, fewer or no units in this offering or the underwriter may determine to sell more, fewer or no units to the anchor investor. For a discussion of certain additional arrangements with our anchor investor, please see Summary The Offering Expression of Interest. Our initial stockholders, which include our sponsor, own an aggregate of 6,900,000 shares of our Class B common stock (up to 900,000 shares of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised), which will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, as described herein. Only holders of Class B common stock will have the right to vote on the election of directors and to remove directors prior to our initial business combination. On all other matters submitted to a vote of our stockholders, holders of the Class B common stock and holders of the Class A common stock will vote together as a single class, with each share of common stock entitling the holder to one vote, except as required by law. Currently, there is no public market for our units, Class A common stock or warrants. We have applied to list our units on The Nasdaq Capital Market, or Nasdaq, under the symbol HCARU. We expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the underwriter informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols HCAR and HCARW, respectively. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 38 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $240,000,000 Underwriting discounts and commissions(1) $0.55 $13,200,000 Proceeds, before expenses, to Healthcare Services Acquisition Corporation $9.45 $226,800,000 (1) Includes $0.35 per unit, or $8,400,000 (or $9,660,000 if the underwriter s over-allotment option is exercised in full) in the aggregate, payable to the underwriter for deferred underwriting commissions that will be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriter only on completion of an initial business combination, as described in this prospectus. Does not include certain fees and expenses payable to the underwriter in connection with this offering. See the section of this prospectus entitled Underwriting for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $240,000,000, or $276,000,000 if the underwriter s over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, and $2,000,000 will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager B. Riley Securities , 2021 TABLE OF CONTENTS $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. Our Company We are a newly formed blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on the industries that complement our management team s background, and to capitalize on their demonstrated ability to identify and acquire businesses, focusing on healthcare services and related industries in the United States. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Business Strategy We intend to partner with the management and owners of technology-enabled healthcare services companies seeking an alternative to a traditional initial public offering ( IPO ). Our management team will deploy a proactive sourcing strategy and focus our efforts on companies where we believe the combination of their operating experience, deal making and capital allocation prowess, professional relationships and tactical expertise can be catalysts to enhance the growth potential and value of a target business. We believe that the technology-enabled healthcare services industry presents an attractive set of opportunities to pursue a business combination. Specifically, the industry is highly fragmented and demands specialization to access attractive companies. Many of these companies exhibit attractive financial profiles and are capable of serving as platform companies. The traditional IPO process entails significant preparation, commitment of time and resources, and entails meaningful uncertainty. As a result, management and owners are searching for viable alternatives and partners to facilitate superior access to the public markets. We believe that the combined experience of our management team and board of directors represents a compelling alternative combined with the potential for long-term value creation. Our Management Team Our management team is comprised of David T. Blair, our Chief Executive Officer and Chairman of our board of directors; Martin J. Payne, our President and director; Joshua B. Lynn, our Chief Financial Officer; and Tao Tan, our Chief Operating Officer. They will be supported by our director nominees, as further described below. David T. Blair, our Chief Executive Officer and Chairman of the board of directors, has more than 25 years of experience in healthcare services. Since 2013, Mr. Blair has served as Executive Chairman of Accountable Health Solutions Inc., a diverse healthcare services holding company that owns and operates businesses utilizing technology-enabled solutions to improve quality, increase efficiency and reduce costs in the delivery of healthcare. Prior to launching Accountable Health Solutions, Mr. Blair served as Chief Executive Officer of Catalyst Health Solutions, Inc. from its founding in 1998 and public Nasdaq listing in 1999 through its sale in 2012. Through Mr. Blair s leadership, Catalyst experienced significant growth in annualized revenues, entered the Fortune 500, delivered strong cumulative stockholder returns and successfully integrated over a dozen M&A transactions. Catalyst earned numerous prestigious healthcare and financial industry awards, including Fortune s World s Most Admired Companies in 2012 and Fortune s Fastest Growing Companies in 2005, 2008, 2009, 2010, and 2011. Mr. Blair was also listed among CEO Magazine s Most Respected CEOs in 2010. Martin J. Payne, our President and director, has more than 25 years of experience in healthcare services. Since 2013, Mr. Payne has served in executive leadership positions at MedX, Comprehensive Clinical Solutions and HRGi, where he led strategic and operational transformation efforts of these diverse healthcare services TABLE OF CONTENTS companies. From 2008 to 2012, Mr. Payne worked together with Mr. Blair at Catalyst Health Solutions, leading the highly value-accretive M&A transactions and integrations of HospiScript, IPS, Total Script, InPharmative, Future Scripts, Walgreens Health Initiatives, and RegenceRx, which contributed to significant growth in Catalyst s stock price during such time period. Prior to his tenure with Catalyst, Mr. Payne served in executive leadership roles at Coventry Health Care, Hanger Orthopedic Group, and United Health Group. Mr. Payne started his career in the British Royal Navy as a helicopter pilot and an infantry officer with worldwide postings in Africa, Asia, Europe, and the United States on exchange with the U.S. Air Force. Joshua B. Lynn, our Chief Financial Officer, has over a decade of experience in finance and healthcare investing. Since 2020, Mr. Lynn has served as Managing Partner of Great Meadows Management, a strategic advisor to private equity firms and other principal investors. From 2012 to 2020, Mr. Lynn was an investor at Caspian Capital LP, an opportunistic credit fund where he ultimately served as a Managing Director, covering the firm s healthcare portfolio. Over the course of his investing career, Mr. Lynn has served as a board observer of HRGi and MedX, where he played a role in both strategy and financing programs. Prior to Caspian, Mr. Lynn was a credit analyst at Bain Capital Credit, covering healthcare from 2006 through 2008. From 2009 through 2010, Mr. Lynn was a Senior Advisor at the United States Department of the Treasury. Tao Tan, our Chief Operating Officer, has more than a decade of experience across finance, strategy and business transformation. Until 2020, Mr. Tan was an Associate Partner at McKinsey & Company s New York office. At McKinsey, Mr. Tan led teams across the firm s transformation and private equity & principal investor practices, where he drove comprehensive performance transformation and turnaround programs for companies with revenues ranging from $200 million to $25 billion across multiple industries and continents. Most recently, Mr. Tan helped found, launch and lead McKinsey s SPAC service line, and served in a leadership role in McKinsey s COVID-19 client response team. Prior to McKinsey, Mr. Tan was a Senior Associate at Rose Tech Ventures, where he led the firm s first-round investment in JUMP Bikes, which was subsequently sold to Uber in 2018. Prior to Rose Tech Ventures, Mr. Tan served in investment banking and capital markets roles at Bank of America Merrill Lynch and Lehman Brothers. Messrs. Blair, Payne, Lynn and Tan bring significant industry background, track record and business acumen as well as personal and professional networks that we believe can enable preferential access to management teams and ownership groups across the healthcare sector s ecosystem. We believe that our management team s breadth and depth will provide us a distinctive advantage in identifying and executing an initial business combination. Our Director Nominees Our efforts to seek a suitable business combination target will be complemented and augmented by the expertise and network of relationships of our directors, each of whom has extensive experience in business and financial matters. Michael P. Donovan has been a finance executive, director and investor in a series of public and private healthcare services companies beginning in the early 1990s. Mr. Donovan was a co-founder and board member of Gateway Health Partners from its founding in 2014 until its sale in 2017. Mr. Donovan currently serves on the boards of Accountable Health Solutions and Ontario Ventures, LLC, both of which hold private healthcare services investments. Previously, Mr. Donovan was the Executive Vice President and Chief Financial Officer of Catalyst Health Solutions, Inc. Mr. Donovan started his financial services career as a certified public accountant with KPMG, LLP. Brian T. Griffin has served as the Chief Executive Officer of Advanced Dermatology and Cosmetic Surgery since September 2020. Mr. Griffin previously served as Chairman and Chief Executive Officer of Diplomat Pharmacy from June 2018 until its acquisition by Optum Rx, a subsidiary of UnitedHealth Group, in February 2020. Prior to his role at Diplomat, Mr. Griffin served since March 2018 as Executive Vice President and Chief Executive Officer for IngenioRx, the pharmacy benefit manager he led the building and launch of for Anthem. For the previous three years, Mr. Griffin led Anthem s commercial and specialty business division. He joined Anthem in 2013 as President and Chief Executive Officer of its second-largest affiliated health plan, Empire BlueCross BlueShield. Before his time at Anthem, Mr. Griffin spent 25 years at Medco Health Solutions, which was acquired by Express Scripts in 2012. In more than a decade as president of Medco s health plan division, Mr. Griffin managed relationships with national and regional health plans, BlueCross BlueShield plans, commercial insurance carriers, consumer-driven plans and third-party administrators. TABLE OF CONTENTS Jeanne L. Manischewitz is an experienced fiduciary and investment professional with over 25 years in the financial services industry. Most recently she spent 15 years at York Capital Management where she was a portfolio manager and a partner of the firm until September 2020. During that time, she also served on the firm s ESG committee and was a steering committee member of the Women s Network. Prior to her time at York Capital Management, Ms. Manischewitz spent a total of seven years as a senior credit analyst at Moore Capital Management and Halcyon Capital Management. Ms. Manischewitz started her career on Wall Street as an investment banker at Salomon Smith Barney. Competitive Advantages We believe that our management team and directors will offer distinctive competitive advantages to our stockholders in the pursuit of a target opportunity. Broad network across the healthcare industry. Our management team believes that its reputation, experience, and relationships across all sectors within the healthcare industry will provide preferential access to proprietary investment opportunities that are not broadly marketed. The healthcare industry is complex, highly specialized, and significantly less accessible to generalist investors who cannot draw upon deep relationships within the sector. Finally, our management team s extensive industry knowledge and expertise supports a highly proactive sourcing approach to educate (as well as pursue) potential targets on the benefits of a capital-enabled business combination, thereby creating potential new acquisition opportunities. Demonstrated track record across public and private companies. Our management team has broad experience working with both public and private companies. From 1998 to 2012, Mr. Blair was CEO of Catalyst Health Solutions, Inc. During Mr. Blair s 14-year tenure at Catalyst (13 years as a public company), he helped to deliver substantial revenue growth and cumulative stockholder returns outstripping the S&P 500 and S&P 500 Health Care Index over an equivalent period of time. Since stepping down from Catalyst following its sale in 2012, Mr. Blair launched a diverse healthcare services holding company, Accountable Health Solutions, Inc., where he serves as Executive Chairman, that has also generated strong returns for its private investors by focusing on investments in companies that control costs and improve access and overall quality of healthcare. We believe this track record as a value-added partner will open doors at target management teams excited about partnering with us. Deep experience in mergers, acquisitions, and integrations. Our management team has deep experience in driving value-accretive inorganic growth through sourcing, executing, and integrating M&A transactions. Over its life cycle, the senior management team at Catalyst, which included Mr. Blair and Mr. Payne, successfully integrated over a dozen acquisitions. Notable acquisitions included the $525 million acquisition of Walgreens Health Initiatives, Inc. in 2011, the pharmacy benefit management subsidiary of Walgreen Co. During the integration process from 2011-2012, the Catalyst management team significantly reduced operating expenses, increased customers and retained Walgreen Co. as a primary customer. In 2019, Messrs. Blair and Payne worked together to successfully recapitalize HRGi, a healthcare cost containment company, substantially enhancing value for the principal stakeholders. We believe this deep experience will compound our advantages in executing our investment thesis. A proven playbook for value creation. Our management team has repeatedly executed our playbook in its work at Catalyst Health Solutions, Inc. and subsequently. Our playbook for value creation rests on four key levers that reinforce and compound each other. These levers are primarily organic but can also be applied to inorganic contexts as well: Driving cost and margin efficiencies Enabling the company to participate in previously out-of-reach growth opportunities Improving excess cash flow to facilitate superior capital allocation Feeding a virtuous cycle of multiple expansion in public markets We believe our management team s track record and ability to repeatedly execute these four levers as opportunities present themselves are core to our business strategy. TABLE OF CONTENTS Industry Opportunity While we may acquire a business in any industry, we intend to focus on industries that complement our management team s background and capitalize on their ability to identify and acquire a business, focusing on healthcare services and related industries in the United States. We believe the healthcare services industry is unique and attractive for a number of reasons: Large and growing market opportunity. The healthcare services industry represents a massive market opportunity. Total U.S. national healthcare expenditure reached $3.6 trillion in 2018, and the Center for Medicare and Medicaid Services has estimated that total healthcare spending will approach 20% of total U.S. Gross Domestic Product over the coming years. According to the U.S. Census Bureau s 2017 Economic Census, there are over 4,500 companies with more than 500 employees in the health care and social assistance, and health and medical insurance sectors. Macro trends. Total U.S. healthcare expenditure has grown and is projected to continue to grow at a pace of 5.4% from 2019 through 2028, substantially above the rate of inflation, as estimated by the Center for Medicare and Medicaid Services. Explanatory factors for this growth include an aging population, increasing prevalence of chronic diseases and improved access to healthcare products and services. This growth trajectory has put significant pressure on payors, which suggests favorable trends for healthcare companies that can control costs while improving access and overall quality of healthcare. Messrs. Blair and Payne have specialized in identifying these opportunities, and overseeing healthcare companies that have achieved these goals, throughout their careers. Increased emphasis due to COVID-19 pandemic. The COVID-19 pandemic has accelerated and amplified the attention paid to the U.S. healthcare system. Public and private entities are placing an increasing emphasis on the resilience and stability of the system, in particular shortening supply chains, reducing reliance on offshore suppliers, and improving reliability and efficiency. This dynamic will favor domestic companies that can reduce cost and improve quality of and access to care. Significant addressable market of targets. The growth in healthcare expenditure has put pressure on all industry participants to manage costs. This required evolution of industry participants, combined with the fragmented nature of the healthcare industry, creates a landscape that we believe is conducive of potential investment opportunities. We intend to focus our target company search across the breadth of the healthcare services industry, including medical, dental, pharmaceutical and behavioral health services, with an emphasis across the full value chain including benefit management, healthcare information technology, supply chain or business support services, and cost containment solutions. We believe our investment and operating expertise in healthcare services across multiple industry verticals will give us a significant addressable market of potential targets. The breadth of this market increases the likelihood that our management team will be successful in executing an attractive transaction. Industry credibility required to invest in healthcare. Our management team believes the complexity and insularity of the healthcare industry requires investors and management to have significant industry-specific knowledge, expertise and a credible track record to identify, diligence and execute investment opportunities and operate and govern them thereafter. These hurdles, which include technical and scientific knowledge, an understanding of the reimbursement and regulatory environment, complex valuation and deal structuring, specialized accounting treatments, and regulatory and political uncertainty, among other considerations, may deter competition from other investors. Gaps in access, quality and affordability of healthcare. Despite healthcare reform initially leading to large coverage gains, significant healthcare disparities persisted and, in some cases, widened. Our management team is committed to closing these gaps and believes that it requires ongoing technological innovation, increasing attention towards the social determinants of health, and continued cost containment in addition to public policy actions and fiscal support. These challenging dynamics will continue to put pressure on healthcare services companies to act with speed, creativity and resilience and reward those that can do so regardless of the regulatory or political environment. Acquisition Strategy Healthcare is a huge industry that is expected to approach 20% of total U.S. Gross Domestic Product over the coming years. Despite its size, the industry remains heavily fragmented and increasingly bifurcated between large, publicly-traded, at-scale companies and a much larger number of smaller, predominantly private TABLE OF CONTENTS companies. As a result of this bifurcation, the capabilities gap between larger, national players and smaller, local players has widened. Meanwhile, the sheer size of national players suggest they have less available time, resources, and willingness to consolidate smaller players, who are trapped at subscale size and reach. Our team believes this market discontinuity creates opportunities for investors who can offer both capital and strategic/operational expertise. Our acquisition strategy is to identify and acquire one or more compelling target opportunities that have the capability to grow out of the trap through strong organic growth and strategic consolidation, close the gap to national-level capabilities, and become a successful public company. We believe that our management team s and directors experience evaluating assets through investing and building companies will enable us to source the highest quality targets. We will focus on targeting companies across the full healthcare services value chain including benefit management, healthcare information technology, supply chain or business support services, and cost containment solutions. When evaluating a prospective target, we expect to conduct a two-track diligence process in parallel: Traditional due diligence. We will conduct a thorough due diligence review which will encompass, among other things: meetings with incumbent management and employees; document reviews; inspection of facilities; as well as a review of financial, operational, legal and other information which will be made available to us. Strategic business plan build. We will work hand-in-hand with incumbent management to jointly build a strategic business plan in order to guide the company s growth, operations, and strategy following a business combination. In identifying targets and co-creating our strategic business plan, we will focus on opportunities where our playbook will find the most resonance. In addition and consistent with our acquisition strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities. However, we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines: Established companies with good reputations and track records, but meaningful opportunities for strategic repositioning and operational improvements Growth prospects constrained by capital availability, operational expertise and national-scale capabilities, where the provision of one or more would enable participation in previously off-limits commercial opportunities Reliable demand profile that would drive recurring revenue Significant untapped white space in home or adjacent markets Competitive advantage relative to other players Appropriate valuation Benefits from being a public company Ambitious management who welcome our capital and the involvement of our management team as a growth enabler These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that from time to time our management team may deem relevant. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of our independent directors, to the extent required by applicable law or our board of directors, will obtain an opinion that our initial business combination is fair to us from a financial point of view from either an independent investment banking firm or an independent accounting firm. TABLE OF CONTENTS Our sponsor or any of our officers or directors may directly or indirectly own our Class A common stock, Class B common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officer or director is made a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, or may in the future have, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent that director or officer is permitted to refer that opportunity to us without violating another legal obligation. Our officers, directors and any of their respective affiliates may sponsor or form, and in the case of individuals, serve as a director or officer of, other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Initial Business Combination Nasdaq listing rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the trust account (excluding any deferred underwriting fees and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of the 80% of net assets test. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the TABLE OF CONTENTS portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination or, subject to certain exceptions, subsequent material transactions with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, to the extent required by applicable law or our board of directors, will obtain an opinion from an independent investment banking firm or another independent accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a specific target business nor have they had any substantive discussions with possible target businesses. We have not (nor have any of our agents or affiliates) substantively engaged with any candidates (or a representative of any candidate) with respect to a possible acquisition transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive action, directly or indirectly, with any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Corporate Information Our executive offices are located at 7809 Woodmont Avenue, Suite 200, Bethesda, MD 20814 and our telephone number is (301) 605-1309. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the aggregate worldwide market value of our TABLE OF CONTENTS Class A common stock that is held by non-affiliates equals or exceeds $700,000,000 as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250,000,000 as of the prior June 30th or (2) our annual revenues equaled or exceeded $100,000,000 during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700,000,000 as of the prior June 30th. TABLE OF CONTENTS THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Securities offered 24,000,000 units (27,600,000 units if the underwriter s over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-half of one redeemable warrant. Proposed Nasdaq symbols Units: HCARU Class A common stock: HCAR Warrants: HCARW Trading commencement and separation of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the underwriter informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. In no event will the Class A common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriter s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second TABLE OF CONTENTS or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter s over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 24,000,0001 Common Stock: Number outstanding before this offering 6,900,000 shares of Class B common stock2 Number outstanding after this offering 30,000,000 shares of Class A common stock and Class B common stock1,3 Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 6,800,0001 Number of warrants to be outstanding after this offering and the private placement 18,800,0001 Exercisability Each whole warrant is exercisable to purchase one share of our Class A common stock, subject to adjustment as provided herein, and only whole warrants are exercisable. We structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock in order to reduce the dilutive effect of the warrants upon completion of an initial business combination as compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per share of Class A common stock, subject to adjustment as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued 1 Assumes no exercise of the underwriter s over-allotment option and the forfeiture by our sponsor of 900,000 shares of Class B common stock. 2 Includes up to 900,000 shares of Class B common stock that are subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised. 3 Consists of 24,000,000 shares of Class A common stock and 6,000,000 shares of Class B common stock. The Class B common stock is automatically convertible into shares of our Class A common stock one a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. TABLE OF CONTENTS Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below in Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 and Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described below in Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including our (i) failure to have an effective registration statement by the 60th business day after the closing of the initial business combination as described in the immediately following paragraph or (ii) as a result of a notice of redemption described below under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption rights even if we are unable to register or qualify the underlying securities for sale under the applicable state securities laws. We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as TABLE OF CONTENTS practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause such registration statement to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if shares of our Class A common stock are at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; TABLE OF CONTENTS upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; if, and only if, the last reported sale price of our Class A common stock for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the Reference Value ) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities). We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising holder to pay the exercise price for each warrant being exercised. None of the private placement warrants will be redeemable by us (except as described below under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ) so long as they are held by our sponsor, our anchor investor or their permitted transferees. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Stockholders Warrants based on the redemption date and the fair market value of our Class A common stock (as defined below); if, and only if, the Reference Value equals or exceeds $10.00 per public share (as adjusted per stock splits, stock dividends, TABLE OF CONTENTS reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities); and if, and only if, the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the private placement warrants are concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A common stock for the above purpose shall mean the volume-weighted average price of our Class A common stock as reported during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of shares of Class A common stock to be issued to the holder. Please see the section of this prospectus entitled Description of Securities Redeemable Warrants Public Stockholders Warrants for additional information. Pursuant to the warrant agreement, references above to Class A common stock include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination. Expression of interest Our anchor investor has expressed to us an interest to purchase an aggregate of $20,400,000 of units in this offering at the offering price. Because this indication of interest is not a binding agreement or commitment to purchase, our anchor investor may determine to purchase more, fewer or no units in this offering or the underwriter may determine to sell more, fewer or no units to the anchor investor. There can be no assurance that our anchor investor will acquire any units in this offering or what amount of equity our anchor investor will retain, if any, upon the consummation of our initial business combination. In the event that our TABLE OF CONTENTS anchor investor purchases such units (either in this offering or after) and votes them in favor of our initial business combination, it is possible that no votes from our public stockholders would be required to approve our initial business combination, depending on the number of shares that are present at the meeting to approve such transaction. As a result of the private placement warrants that our anchor investor may hold, it may have different interests with respect to a vote on an initial business combination than other public stockholders. Our anchor investor has agreed that if it beneficially holds less than 1,760,000 public shares (which amount will be reduced on a pro rata basis if less than 24,000,000 units are sold in this offering) upon consummation of our initial busines combination, then the number of founder shares that our anchor investor will be entitled to purchase from our sponsor upon consummation of our initial business combination will be reduced by 70%. Our anchor investor will not have any rights to the funds held in the trust account beyond the rights afforded to our public stockholders, as described herein. Founder shares. In September 2020, our sponsor purchased 8,625,000 shares of Class B common stock for an aggregate purchase price of $25,000, or approximately $0.003 per share. In October 2020, our sponsor transferred 30,000 shares of Class B common stock to each of our director nominees. None of these transferred founder shares is subject to forfeiture in the event the underwriter s over-allotment option is not exercised. In December 2020, our sponsor forfeited 1,725,000 shares of our Class B common stock, resulting in our sponsor holding an aggregate of 6,810,000 shares of our Class B common stock. Upon consummation of our initial business combination, our sponsor will sell an aggregate of 1,100,000 founder shares (or 1,265,000 founder shares if the underwriter s over-allotment option is exercised in full) to our anchor investor for the same price originally paid for such shares by our sponsor, subject to reduction as described above under Expression of interest. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The per share purchase price of the Class B common stock was determined by dividing the amount of cash contributed to the company by the aggregate number of shares issued. The number of shares of Class B common stock issued was determined based on the expectation that the shares of Class B common stock would represent 20% of the outstanding shares after this offering. As such, our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not TABLE OF CONTENTS purchase any units in this offering). Neither our sponsor nor any of our officers or directors have expressed an intention to purchase any units in this offering. Up to 900,000 shares of Class B common stock will be subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised so that our initial stockholders will maintain ownership of 20% of our common stock after this offering. We will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to the shares of Class B common stock prior to consummation of this offering should the size of the offering change, in order to maintain such ownership percentage. The shares of Class B common stock are identical to the shares of Class A common stock included in the units being sold in this offering, except that: only holders of the Class B common stock have the right to vote on the election of directors prior to our initial business combination and holders of a majority of our shares of Class B common stock may remove a member of the board of directors for any reason; the shares of Class B common stock automatically convert into shares of our Class A common stock at the time of our initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; the shares of Class B common stock are subject to certain transfer restrictions, as described in more detail below; our sponsor and each of our officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from TABLE OF CONTENTS the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering or during any extended time that we have to consummate a business combination beyond 24 months as a result of a stockholder vote to amend our amended and restated certificate of incorporation (an Extension Period ), although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed timeframe; pursuant to the letter agreement, our sponsor and each of our officers and directors have agreed to vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination. If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. As a result, in addition to the founder shares, we would need only 9,000,001, or 37.5% (assuming all outstanding shares are voted and the underwriter s over-allotment option is not exercised), or 1,500,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the underwriter s over-allotment option is not exercised), of the 24,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. In the event that our anchor investor purchases units (either in this offering or after) and votes them in favor of our initial business combination, it is possible that no votes from our public stockholders would be required to approve our initial business combination, depending on the number of shares that are present at the meeting to approve such transaction; and the founder shares are entitled to registration rights. TABLE OF CONTENTS Transfer restrictions on founder shares Our initial stockholders and anchor investor have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described under the section of this prospectus entitled Principal Stockholders Restrictions on Transfers of Founder Shares and Private Placement Warrants ). Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Founder shares conversion and anti- dilution rights The shares of Class B common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon the completion of this offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in the initial business TABLE OF CONTENTS combination, and any private placement-equivalent warrants issued to our sponsor or its affiliates upon conversion of loans made to us). Holders of founder shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be deemed issued for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Election of directors; voting rights Prior to our initial business combination, only holders of our Class B common stock will have the right to vote on the election of directors. Holders of our Class A common stock will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our Class B common stock may remove a member of the board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by a resolution passed by holders of a majority of our Class B common stock. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of our Class B common stock and holders of our Class A common stock will vote together as a single class, with each share entitling the holder to one vote. Each of our directors will hold office for a two-year term. Private placement warrants Our sponsor and our anchor investor have committed, pursuant to written agreements, to purchase an aggregate of 6,800,000 private placement warrants (or 7,520,000 warrants if the underwriter s over-allotment option is exercised in full) at a price of $1.00 per whole warrant (including if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each whole private placement warrant is exercisable to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as described in this prospectus. Among the private placement warrants, 4,930,000 warrants (or 5,452,000 warrants if the underwriter s over-allotment option is exercised in full) will be purchased by our sponsor and 1,870,000 warrants (or 2,068,000 warrants if the underwriter s TABLE OF CONTENTS over-allotment option is exercised in full) will be purchased by our anchor investor. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $240,000,000 (or $276,000,000 if the underwriter s over-allotment option is exercised in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Stockholders Warrants Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by the sponsor, our anchor investor or their permitted transferees (see Description of Securities Redeemable Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor, our anchor investor or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described under the section of this prospectus entitled Principal Stockholders Restrictions on Transfers of Founder Shares and Private Placement Warrants ). Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00, they would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value (as defined below) of our Class A common stock over the exercise price of the warrants by (y) the fair market value. The fair market value shall mean the average last reported sale price of the Class A common stock TABLE OF CONTENTS for the ten trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor, our anchor investor or their permitted transferees is because it is not known at this time whether they will be affiliated with us following an initial business combination. If they are affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds from this offering and the sale of the private placement warrants, $240,000,000, or $10.00 per unit ($276,000,000, or $10.00 per unit, if the underwriter s over-allotment option is exercised in full), will be placed into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee. These proceeds include $8,400,000 (or $9,660,000 if the underwriter s over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our franchise and income tax obligations (less up to $100,000 interest to pay dissolution expenses), the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within TABLE OF CONTENTS 24 months from the closing of this offering or (ii) with respect to any other provision relating to stockholders rights or pre-business combination activity, and (c) the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period, subject to applicable law. Public stockholders who redeem their shares of Class A common stock in connection with a stockholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we are unable to complete an initial business combination within 24 months from the closing of this offering or during any Extension Period with respect to such shares of Class A common stock so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Except as described above with respect to the payment of franchise and income taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account, if invested, will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof. Based upon current interest rates, we expect the trust account to generate approximately $480,000 of interest annually assuming an interest rate of 0.2% per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, TABLE OF CONTENTS although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of an initial business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Nasdaq listing rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the trust account (excluding any deferred underwriting fees and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test; provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Permitted purchases of public shares and public warrants by our affiliates. If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial TABLE OF CONTENTS stockholders, directors, officers, advisors or their respective affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase public shares or public warrants in such transactions prior to completion of our initial business combination. See Proposed Business Permitted Purchases of Our Securities for a description of how our initial stockholders, directors, officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of public shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, TABLE OF CONTENTS the public float of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights may include the requirement that a beneficial holder must identify itself in order to validly redeem its public shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor and each of our officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination or otherwise. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the initial vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery TABLE OF CONTENTS requirements, which may include the requirement that a beneficial holder must identify itself in order to validly redeem its public shares. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirements. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. TABLE OF CONTENTS Whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of deferred underwriting commissions (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, stockholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor and TABLE OF CONTENTS each of our officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our founder shares, we would need only 9,000,001, or 37.5% (assuming all outstanding shares are voted and the underwriter s over-allotment option is not exercised), or 1,500,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the underwriter s over-allotment option is not exercised), of the 24,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the initial vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon TABLE OF CONTENTS consummation of our initial business combination and after payment of deferred underwriting commissions (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote. Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management team to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against an initial business combination if such holder s shares are not purchased by us or our management team at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to TABLE OF CONTENTS block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we will not restrict our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Redemption rights in connection with proposed amendments to our certificate of incorporation. Our amended and restated certificate of incorporation provides that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law, or the DGCL, or applicable stock exchange rules. Under our amended and restated certificate of incorporation, we may not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation or on our initial business combination or that would entitle holders thereof to receive funds from the trust account. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor and each of our officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other TABLE OF CONTENTS provision relating to stockholders rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Pursuant to the letter agreement, our sponsor and each of our officers and directors have also waived their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination. Release of funds in trust account on closing of our initial business combination. On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination. We will use the remaining funds to pay the underwriter its deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination. Our amended and restated certificate of incorporation will provide that we will have only 24 months from the closing of this offering to complete our initial business combination. If we do not complete our initial business combination within such 24-month period or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to TABLE OF CONTENTS pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period, as may be extended by any Extension Period. Our sponsor and each of our officers and directors have entered into a letter agreement with us pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period. However, if our sponsor, officers or directors acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Limited payments to insiders. There will be no finder s fees, reimbursement, consulting fee, non-cash payments, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor, officers or directors prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: repayment of a loan of up to an aggregate of $300,000 made to us by our sponsor to cover offering related and organizational expenses; payment to our sponsor of $20,000 per month TABLE OF CONTENTS for office space, utilities, administrative and support services until our initial business combination or our liquidation; reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers or directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $2,000,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit Committee. We will establish and maintain an audit committee, which will be composed entirely of independent directors to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled Management Committees of the Board of Directors Audit Committee. Indemnity. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims TABLE OF CONTENTS under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers, directors or members of our sponsor will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. TABLE OF CONTENTS Risks We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see the section of this prospectus entitled Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. September 30, 2020 Actual Balance Sheet Data: Working capital (deficiency) $(161,019) Total assets $279,670 Total liabilities $257,589 Stockholder s equity $22,081 If our initial business combination is not completed within 24 months from the closing of this offering or during any Extension Period, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor and each of our officers and directors have entered into a letter agreement with us pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within such 24-month time period or during any Extension Period. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001824884_edoc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001824884_edoc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..978394fc08904d7f31a9b3e1810f427b2ea78cab
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001824884_edoc_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus: references to we, us or our company refer to Edoc Acquisition Corp., a Cayman Islands business company with limited liability; references to the I-Bankers units refer to the 65,000 units we are selling privately to I-Bankers and/or its designees simultaneously with the closing of this offering; references to the Companies Law refer to the Companies Law (2020 Revision) of the Cayman Islands, as the same may be amended from time to time; references to founder shares refer to our Class B ordinary shares initially issued to the initial shareholders (as defined below), and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ; references to our initial shareholders refer to our sponsor (as defined below), and any of our officers or directors that hold founder shares; references to our insider units refer to the 414,000 units we are selling privately to our sponsor and/or its designees simultaneously with the closing of this offering; references to our management or our management team refer to our officers and directors; references to private units refer to the insider units and the I-Bankers units, which private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus; references to ordinary shares are to the Class A ordinary shares; references to private shares, private rights and private warrants refer to the Class A ordinary shares, rights and warrants, respectively, included within the private units; references to public rights refer to the rights sold as part of the units in this offering (whether they are subscribed for in this offering or in the open market); references to our public shares refer to Class A ordinary shares which are being sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and references to public shareholders refer to the holders of our public shares, including our initial shareholders to the extent our initial shareholders purchase public shares, provided that their status as public shareholders shall exist only with respect to such public shares; references to our public warrants refer to the redeemable warrants which are being sold as part of the units in this offering (whether they are subscribed for in this offering or in the open market); references to public units refer to the units in this offering (whether they are subscribed for in this offering or in the open market); references to representative s shares are to the 75,000 Class A ordinary shares (or 86,250 if the over-allotment is exercised in full) to be issued to I-Bankers (and/or its designees), as part of compensation for services in connection with this offering; references to our rights refers to the rights which are being sold as part of the units in this offering as well as the concurrent private placement; 1 Table of Contents references to our sponsor refer to American Physicians LLC, a Delaware limited liability company, the sole manager of which is Xiaoping Becky Zhang; and references to our warrants refer to our redeemable warrants, which includes the public warrants as well as the private warrants and warrants underlying units issued upon conversion of working capital loans to the extent they are no longer held by the initial purchasers of the private warrants or members of our management team (or their permitted transferees), in each case after our initial business combination. No fractional shares will be issued upon exercise of the warrants. Accordingly, you must exercise warrants in multiples of two warrants. Except as specifically provided otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. General We are incorporated as a Cayman Islands exempted company with limited liability for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. Although we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination, we intend to focus on businesses primarily operating in the healthcare sector in the region of North America and Asia-Pacific. We have not identified any acquisition target and we have not, nor has anyone on our behalf, initiated any discussions to identify any acquisition target. From the date of our formation through the date of this prospectus, there have been no communications or discussions between any of our officers, directors or our sponsor and any of their contacts or relationships regarding a potential initial business combination with our company. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business. We believe the health care sector has experienced a significant amount of change over the last several months. The COVID-19 pandemic continues to evolve and the ultimate impact on the healthcare sector remains uncertain and difficult to predict. Health system capacity may be subject to possible increased volatility due to the pandemic from time to time. However, we believe that these challenges may also lead to meaningful acquisition opportunities. In addition, we see long-term catalyst in accelerating the broader adoption of telemedicine. We intend to employ a pro-active acquisition strategy focused on identifying potential business combination targets in the healthcare sector. Possible targets may include hospitals or hospital networks, specialty clinics chain, chronic disease health care service providers, telemedicine/digital health providers and/or associated technology/platform enablers, or artificial intelligence/big data enabled diagnostic providers. We believe strongly in our management team s ability to add value from both an operating and a financing perspective which has been a key driver of past performance and we believe will continue to be central to its differentiated acquisition strategy. Business Strategy We will seek to create compelling shareholder value by leveraging the track record, strong network, and complementary experience of our management team and sponsor affiliate, which includes experts in nearly all facets of the healthcare sector and strong expertise in investment management. Highlights of our team include the following: Kevin Chen, Chief Executive Officer and Chairman of the Board Current CIO and Chief Economist of Horizon Financial, a New York-based investment management firm that offers cross-border solutions for global clients, with a specialty in investment in U.S. healthcare facilities. 2 Table of Contents Board member of Horizon Global Access Fund, a segregated portfolio of Flagship Healthcare Properties Fund, a leading U.S. Healthcare REIT. Track record and extensive network in investment management industry, as a senior portfolio manager at Credit Agricole/Amundi Asset Management, a director of Asset Allocation at Morgan Stanley; as Co-Founder and Vice-Chairman of the Absolute Return Investment Management Association of China, guest speaker at Harvard University, Fordham University, Pace University, and IESE Business School, Co-Chair of the New York Finance Forum, Member of the Economic Club of New York, Fellow of the Foreign Policy Association and Member of the Bretton Woods Committee, Adjunct professor at New York University. Christine Zhao, Chief Financial Officer and Director Partner at YuanMing Capital, a cross-border healthcare venture capital & private equity fund, with focus on healthcare services, medical devices, and diagnostics. Board member of BeyondSpring Inc. (NASDAQ: BYSI), which develops innovative immuno-oncology cancer therapies. Former CFO of two large PE-backed companies, one of which has been successfully listed (NYSE: BEST) Former banking and regional business unit CFO/COO experience at JPMorgan, Bank of America and Goldman Sachs Dr. Gang Li, Independent Director Board certified Harvard-trained anaesthesiologist and Stanford-trained interventional Pain Medicine Specialist. Adjunct clinical faculty member at the Stanford University Pain Management Center. Strong track record with healthcare start-ups including serving as Chief Medical Officer of iHealth Frontier, a provider of healthcare analytics and infrastructure software for Accountable Care Organizations (ACOs), Independent Physician Associations (IPAs), and commercial payers. Physician Partner and Education Director at the Comprehensive Spine and Sports Center, one of the largest pain management and sports medicine centers in Silicon Valley. Extensive network of entrepreneurial physicians. Chairman of the Board of Directors of the Society of Chinese American Physician Entrepreneurs, Vice President of the World Association of Chinese Doctors. Jiuji Yan, Independent Director Over 20 years of experience as a developer, architect, CIO and senior IT manager in the healthcare, logistics, insurance, and finance industries. Senior software engineer of Smartlink Health Solution and Weill Cornell Medicine since June 2017 focusing on the integration of various electronic medical record & electronic health record systems (EMR/EHR) and the promotion of healthcare standards. Senior software specialist at Mount Sinai Medical Centre, leading a team to design and develop portals for the institution Bob Ai, Independent Director Managing Director of Solebury Trout, an investor relations and corporate communications firm focused on Sino-U.S. cross-border banking, strategic consulting services, and investor relations. Previous healthcare sector roles include Managing Director and Senior Biotech Analyst of WallachBeth Capital, CFO of Aoxing Pharmaceutical, an NYSE-listed Chinese specialty pharmaceutical company, Principal of Merlin Nexus, a life sciences private equity firm, and Senior Equity Analyst of Bennett Lawrence and Merlin Biomed Group, both healthcare-focused asset management firms. Xiaoping Becky Zhang, Managing Member of Sponsor Over 20 years experience as an entrepreneur and electrtical engineer in the healthcare and real estate industries 3 Table of Contents CEO and Chief Engineer of AI Health, a startup in wearable devices. Electrical Engineer, UTC Carrier, developing software and firmware for use in transportation and manufacturing. Manager of Concordance and Concordance Housing, a real estate investment firm. Our sponsor s members, affiliates and contacts ( Affiliated Physicians ) comprise a significant network of physicians in the United States, Canada, and Europe with ties to the Asia-Pacific region. 38 of our sponsor s members are physicians. Our sponsor s relationship with the Society of Chinese American Physician Entrepreneurs ( SCAPE ) (approximately 445 physicians) and the World Association of Chinese Doctors ( WACD ) (over 20,000 physicians), represents a significant opportunity to source target business combinations and business relationships. Through our sponsor, SCAPE, and WACD, among other relationships, our member and affiliated physicians represent over 30 specialty fields of medicine, and represent practices located throughout the United States, Canada, Europe, Australia, New Zealand, the People s Republic of China, Hong Kong, Macao, Taiwan, and elsewhere. Our Affiliated Physicians are employed by, have practice privileges, or other affiliations or appointments with leading medical institutions including the Mayo Clinic, the Cleveland Clinic, New York Presbyterian, MD Anderson Cancer Center, Dana Farber Cancer Institute, Massachusetts General Hospital, Kaiser Permanente, UCLA Medical Center, UCSF Medical Center, Stanford University, and Duke University. Our sponsor has agreed, pursuant to a letter agreement with us, to enter into an agreement in accordance with the guidelines of Rule 10b5-1 under the Exchange Act, to place limit orders, through an independent broker-dealer registered under Section 15 of the Exchange Act which is not affiliated with us nor part of the underwriting or selling group, to purchase an aggregate of up to 3,750,000 of our rights in the open market at market prices, and not to exceed $0.20 per right during the period commencing on the later of (i) the date separate trading of the rights commences or (ii) sixty calendar days after the end of the restricted period under Regulation M, continuing until the date that is the earlier of (a) twelve (12) months from the date of this prospectus and (b) the date that we announce that we have entered into a definitive agreement in connection with our initial business combination, or earlier in certain circumstances as described in the limit order agreement, which we refer to in the prospectus as the buyback period. The limit orders will require such members of our sponsor to purchase any rights offered for sale (and not purchased by another investor) at or below a price of $0.20, until the earlier of (x) the expiration of the buyback period or (y) the date such purchases reach 3,750,000 rights in total. Our sponsor will not have any discretion or influence with respect to such purchases and will not be able to sell or transfer any rights purchased in the open market pursuant to such agreements until following the consummation of a business combination. It is intended that the broker s purchase obligation will be subject to applicable law, including Regulation M under the Exchange Act, which may prohibit or limit purchases pursuant to the limit order agreement in certain circumstances. We believe that purchases of rights by our sponsor demonstrate confidence in our management s ultimate ability to effect a business combination because the rights will expire worthless if we are unable to consummate a business combination. I-Bankers has also agreed to purchase up to 1,250,000 of our rights in the open market at market prices not to exceed $0.20 per right, on substantially similar terms as our sponsor. Market Opportunity Although we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination, we intend to focus on businesses within the healthcare space in Asia-Pacific and North America with an overall transaction value between $300 million and $1.0 billion. We believe the healthcare sector is well poised for strong growth over the long-term given aging demographic trends. Population growth, combined with increased economic power and efforts to expand public health systems, will likely result in higher health care spending. As care deferrals are reduced when the pandemic subsides the sector represents short-term attractive target markets given the size, breadth and prospects for growth. According to Deloitte Insights 2020 Global Healthcare Outlook Health care spending is expected to rise at a CAGR of 5% over 2019 23, up from 2.7% in 2014 18 Global health care spending as a share of GDP will likely remain at around 10.2% through 2023, equal to 2018 s ratio. 4 Table of Contents According to Global MD 2020 State of Telemedicine Report In the next three years, telemedicine services in the United States will increase by 265%, from US$29 billion in 2020 to US$106 billion in 2023 per year The number of doctors providing telemedicine and virtual outpatient services doubled in the second half of 2020. The COVID-19 pandemic has further accelerated digital adoption due to COVID-19 related quarantine and stay-at-home measures, need for social distancing; ~90% of health systems are expected to increase spend on clinician-to-clinician acute care telemedicine in next 12 to 18 months (EY-Parthenon study; June 2020); ~90% of hospitals expect greater usage of telehealth vs. pre-COVID-19 levels to persist (LEK study as of April 2020). The number of doctors providing telemedicine and virtual outpatient services doubled in the second half of 2020. Strong Healthcare growth opportunities in Asia There has been a significant gap in healthcare spending as a percentage of GDP and healthcare service quality, creating what we believe to be a large degree of room for spending increases and enhancements in service standards in Asia. 55% of the world s population aged 65 and older is set to reside in the Asia Pacific region by 2021 (Euromonitor International). Asian countries will likely contribute around half of global growth in high income households (Deloitte insights 2020 Global Healthcare Outlook). We have not narrowed our business combination target to any particular healthcare business, however, we do believe the following areas will be potential markets to explore: Telemedicine/digital health providers and/or associated technology/platform enablers. Artificial intelligence/big data enabled diagnostic providers or clinical data analytical platform provider Private hospitals and speciality clinic chain, in particular those with higher patient economics such as on oncology, orthopaedics, dental, plastic surgery, rehabilitation and chronic disease management. These specialty hospitals/clinic chains tend to have higher patient concentration/occupancy, larger treatment ticket size and better margin. Investment Criteria We will seek to identify companies that have compelling market presence, growth potential and a combination of the following characteristics. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire companies or assets that we believe have the following attributes: Growth Potential: high growth history and future trajectory in revenue top line, above industry average Competitive Position: Leading or growing market share compared to peer group Management Team: Talented, highly motivated, experienced with strong execution track record. Profitability or visible path to profitability: Strong business economics and good operating results leading to profitability Solid technology in digital and/or AI/big data-assisted healthcare applications. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. Initial Business Combination We will have until 12 months from the closing of this offering to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, by resolution of our board if requested by our initial shareholders, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 18 months to complete 5 Table of Contents a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company, LLC on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our initial shareholders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each three-month extension, $1,000,000, or $1,150,000 if the underwriters over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline, up to an aggregate of $2,000,000 (or $2,300,000 if the underwriters over-allotment option is exercised in full), or approximately $0.20 per share. In the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will, promptly but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and promptly following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the rights and warrants will be worthless. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding advisory fees and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent accounting firm with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated industries in connection with our initial business combination. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire substantially all of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than substantially all of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of shares or other equity interests In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses even if the acquisitions of the target businesses are not closed simultaneously. Although we believe that the net proceeds of this offering will be sufficient to allow us to consummate a business combination, because we have not yet identified any prospective target business, we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering prove to be insufficient, either because of the size of the business combination, the depletion of the available net proceeds in search of a target business, or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, we will be required to seek additional financing, in which case we may issue additional securities or incur debt in connection with such business combination. Furthermore, we may issue a substantial number of additional ordinary or preferred shares to complete our initial business 6 Table of Contents combination or under an employee incentive plan upon or after consummation of our initial business combination (although our amended and restated memorandum and articles of association will provide that we may not issue securities that can vote with ordinary shareholders on matters related to our pre-initial business combination activity). We do not have a maximum debt leverage ratio or a policy with respect to how much debt we may incur. The amount of debt we will be willing to incur will depend on the facts and circumstances of the proposed business combination and market conditions at the time of the potential business combination. At this time, we are not party to any arrangement or understanding with any third party with respect to raising additional funds through the sale of our securities or the incurrence of debt. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. Our Acquisition Process We believe that conducting comprehensive due diligence on prospective investments is particularly important to achieve a successful business combination. We will utilize the diligence, rigor, and expertise of available resources of the network of our management team and the members of our board to evaluate potential targets strengths, weaknesses, and opportunities to identify the relative risk and return profile of any potential target for our initial business combination. Given our management team s extensive tenure in evaluating investment opportunities and due diligence from past working experiences. We will often be familiar with the prospective target s end-market, competitive landscape and business model. We certainly will empower third parties to assist us when needed. In evaluating a prospective target for an initial business combination, we expect to conduct a thorough diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, financial analyses and technology reviews, as well as a review of other information that will be made available to us. We are not prohibited from pursuing an initial business combination with a company affiliated with our sponsor, our officers, or our directors, subject to certain approvals and consents. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, Inc. ( FINRA ) or an independent accounting firm that our initial business combination is fair to us from a financial point of view. Currently, we are not aware of an affiliate of our sponsor, officers or directors that would make a suitable target for our initial business combination. We currently do not have any specific targets for an initial business combination selected. Our officers and directors have not contacted nor had any discussions with possible target businesses in which they directly or indirectly proposed or encouraged a potential target to consider a possible combination with us. We have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to a business combination transaction with any prospective target business. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible business combination with us. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity, subject to his or her fiduciary duties under Cayman Islands law. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Emerging Growth Company Status and Other Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions 7 Table of Contents from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Corporate Information Our executive offices are located at 7612 Main Street Fishers, Suite 200, Victor, NY 14564 and our telephone number is (315) 560-1856. 8 Table of Contents The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act of 1933, as amended, or the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 24 of this prospectus. Securities offered 10,000,000 units, at $10.00 per unit, each unit consisting of: one Class A ordinary share, one right to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of an initial business combination; and one redeemable warrant, each warrant exercisable to purchase one-half (1/2) of one Class A ordinary share at a price of $11.50 per full share, subject to adjustment as described in this prospectus. Listing of our securities and proposed symbols We anticipate the units, and the Class A ordinary shares, rights and warrants once they begin separate trading, will be listed on Nasdaq under the symbols ADOCW ADOCR ADOCU_ and ADOC, respectively. The Class A ordinary shares, warrants and rights comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless I-Bankers inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below, and having issued a press release announcing when such separate trading will begin. At the time that the Class A ordinary shares, warrants and rights comprising the units begin separate trading, holders will hold the separate securities and no longer hold units (without any action needing to be taken by the holders), and the units will no longer trade. I-Bankers has advised that, generally, it will not allow earlier separate trading of the units until it is confident, based on market conditions, that the units will not fall below the initial public offering price. In no event will I-Bankers allow separate trading of the Class A ordinary shares, rights and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering and the sale of the public units. Once the Class A ordinary shares, rights and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares, rights and warrants. We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place two business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Current Report on Form 8-K or a new 9 Table of Contents Current Report on Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the Current Report, or amendment thereto, or in a subsequent Current Report on Form 8-K, information indicating if I-Bankers has allowed separate trading of the Class A ordinary shares, rights and warrants prior to the 52nd day after the date of this prospectus. Ordinary shares: Number of issued and outstanding before this offering 2,875,000 shares (includes up to an aggregate of 375,000 founder shares that are subject to forfeiture by our sponsor if the over-allotment option is not fully exercised by the underwriters) Number to be issued and outstanding after this offering and sale of private units 13,054,000 shares (assumes the over-allotment option has not been exercised and an aggregate of 375,000 founder shares have been forfeited by our sponsor as a result thereof, and excludes the securities underlying any warrants or rights) Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares (our Class A ordinary shares) will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Voting Rights Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our stockholders (other than the election or removal of directors prior to the initial business combination), with each share of common stock entitling the holder to one vote. Rights: Number outstanding before this offering 0 Number of rights to be outstanding after this offering and the private placement 10,479,000 Redeemable Warrants: Number outstanding before this offering 0 warrants Number to be outstanding after this offering and sale of private units 10,479,000 (assumes the over-allotment option has not been exercised and excludes the Representative s Warrants) Exercisability Each warrant is exercisable for one-half (1/2) of one Class A ordinary share. Because the warrants may only be exercised for whole numbers of shares, only an even number of warrants may be exercised at any given time. 10 Table of Contents Exercise price $11.50 per share, subject to adjustment as described in this prospectus. No public warrants will be exercisable for cash unless we have an effective and current registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares. It is our current intention to have an effective and current registration statement covering the issuance of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares in effect promptly following consummation of an initial business combination. Notwithstanding the foregoing, if a registration statement covering the issuance of the ordinary shares issuable upon exercise of the public warrants is not effective within 52 days following the consummation of our initial business combination, public warrant holders may, until such time as there is such an effective registration statement and during any period when we shall have failed to maintain such an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date of exercise. For example, if a holder held 300 warrants to purchase 150 shares and the fair market value on the trading date prior to exercise was $15.00, that holder would receive 35 shares without the payment of any additional cash consideration. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.50 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Price ) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Price. 11 Table of Contents Exercise period The warrants will become exercisable on the later of the completion of an initial business combination and 12 months from the date of this prospectus. The warrants will expire at 5:00 p.m., Eastern Time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption. Redemption of warrants We may redeem the outstanding warrants (excluding the private warrants, any outstanding Representative s Warrants issued to I-Bankers and/or its designees and any warrants underlying units issued to our sponsor, initial shareholders, officers, directors or their affiliates in payment of working capital loans made to us), in whole and not in part, at a price of $0.01 per warrant: at any time while the warrants are exercisable, upon a minimum of 30 days prior written notice of redemption, if, and only if, the last sales price of our Class A ordinary shares equals or exceeds $18.00 (as adjusted for share subdivisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period ending three trading days before we send the notice of redemption, and if, and only if, there is a current registration statement in effect with respect to the issuance of the Class A ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 trigger price (as adjusted) as well as the $11.50 warrant exercise price (as adjusted) after the redemption notice is issued. The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of Class A ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such Class A ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. 12 Table of Contents If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a cashless basis will depend on a variety of factors including the price of our Class A ordinary shares at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor, I-Bankers, and/or their respective designees or permitted transferees. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Term of the Rights Each holder of a right will receive one-tenth (1/10) of a Class A ordinary share upon consummation of our initial business combination. In the event we will not be the survivor upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the 1/10 share underlying each right (without paying any additional consideration) upon consummation of the business combination. If we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. No fractional shares will be issued upon conversion of any rights. Any fractional shares will be rounded down to the nearest whole share, and any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant rights. Private units Our sponsor and I-Bankers have committed to purchase an aggregate of 479,000 private units, of which 414,000 units will be purchased by our sponsor and/or its designees, and 65,000 will be purchased by I-Bankers, at $10.00 per unit ($4,790,000 in the aggregate) in a private placement that will close simultaneously with the closing of this offering. Each private unit will consist of one Class A ordinary share, one right ( private right ) entitling holder to receive one-tenth (1/10) of one ordinary share, and one warrant ( private warrant ), each warrant exercisable to purchase one-half (1/2) of one ordinary share at an exercise price of $11.50 per full share (subject to adjustment). 13 Table of Contents The purchase price of the private units (net of $790,000 to be held outside the trust account to cover expenses) will be added to the net proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), the proceeds of the sale of the private units held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private units will expire worthless. Offering proceeds to be held in the trust account $101,500,000 of the net proceeds of this offering and the sale of the private units (or $116,725,000 if the over-allotment option is exercised in full), or $10.15 per unit sold to the public in this offering, will be placed in a trust account in the United States at JPMorgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee (subject to increase of up to an additional approximately $0.20 per share in the event that our sponsor elects to extend the period of time to consummate a business combination, as described in more detail in this prospectus), pursuant to an agreement to be signed on the date of this prospectus. The proceeds to be placed in the trust account include $4,790,000 we will receive from the sale of the private units. Pursuant to the business combination marketing agreement we will enter into with I-Bankers in connection with this offering, I-Bankers will serve as our advisor in connection with our business combination and will receive 2.75% of the gross proceeds of this offering. The remaining estimated $790,000 of net proceeds of this offering (after deducting offering expenses and underwriting discounts and commissions of approximately $2,500,000) will not be held in the trust account. Except as set forth below, the proceeds held in the trust account will not be released until the earlier of: (1) the completion of our initial business combination within the required time period; (2) our redemption of 100% of the outstanding public shares if we have not completed an initial business combination in the required time period; and (3) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the required time period or (B) with respect to any other provision relating to shareholders rights or pre-business combination activity. Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business. 14 Table of Contents Notwithstanding the foregoing, there can be released to us from the trust account any interest earned on the funds in the trust account that we need to pay our income or other tax obligations. With these exceptions, expenses incurred by us may be paid prior to an initial business combination only from the net proceeds of this offering not held in the trust account of approximately $790,000; provided, however, that in order to meet our working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient, our initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender s discretion, up to $1,500,000 of the notes may be converted upon consummation of our initial business combination into additional private units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 Class A ordinary shares if $1,500,000 of notes were so converted, as well as 150,000 rights to receive 15,000 Class A ordinary shares and 150,000 warrants to purchase 75,000 shares). Our shareholders have approved the issuance of the units (and underlying Class A ordinary shares, rights and warrants) upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination. If we do not complete an initial business combination, the loans will only be repaid with funds not held in the trust account, and only to the extent available. Ability to extend time to complete business combination If we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 18 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company, LLC on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our initial shareholders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each three-month extension, $1,000,000, or $1,150,000 if the underwriters over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline, up to an aggregate of $2,000,000 (or $2,300,000 if the underwriters over-allotment option is exercised in full), or approximately $0.20 per share. Any such payments would be made in the form of a loan. The terms of the promissory note to be issued in connection with any such loans have not yet been negotiated. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. If we do not complete a business combination, we will not repay such loans. Furthermore, the letter agreement with our initial shareholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans in the event that we do not complete a business combination. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. 15 Table of Contents Limited payments to insiders There will be no fees, reimbursements or other cash or non-cash payments paid to our sponsor, officers, directors or their affiliates prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is) other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private units held in the trust account prior to the consummation of our initial business combination: repayment at the closing of this offering of non-interest bearing loans and/or advances in an aggregate amount of $70,000 as of the date of this prospectus) made by our initial shareholders; payment to an affiliate of our sponsor of a total of $10,000 per month for office space, utilities and secretarial and administrative services commencing on the date that our securities are first listed on Nasdaq; reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; and repayment upon consummation of our initial business combination of any loans which may be made by our initial shareholders or their affiliates or our officers and directors to finance transaction costs in connection with an intended initial business combination. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to our sponsor or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve such business combination or (ii) by means of a tender offer. In connection with any proposed initial business combination, we may seek shareholder approval of such initial business combination at a general meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination. In such case, we will consummate our initial business combination so long as (after redemption) our net tangible assets will be at least $5,000,001 prior to or upon such consummation and if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. 16 Table of Contents We chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeem) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all. Our initial shareholders have agreed (A) to vote their founder shares, private shares and any public shares held by them in favor of any proposed initial business combination, (B) not to propose any amendment to our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (or up to 18 months) from the closing of this offering or (ii) with respect to any other provision relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, (C) not to redeem any shares (including the founder shares) and private units (and underlying securities) into the right to receive cash from the trust account in connection with a shareholder vote to approve our proposed initial business combination (or to sell any shares in a tender offer in connection with a proposed business combination if we do not seek shareholder approval in connection therewith) or a vote to amend the provisions of our amended and restated memorandum and articles of association relating to shareholders rights or pre-business combination activity and (D) that the founder shares and private units (and underlying securities) shall not participate in any liquidating distribution upon winding up if a business combination is not consummated, until all of the claims of any redeeming shareholders and creditors are fully satisfied (and then only from funds held outside the trust account). None of our initial shareholders or their affiliates has indicated any current intention to purchase units in this offering or any units or s ordinary shares in the open market or in private transactions. However, if a significant number of shareholders vote, or indicate an intention to vote, against a proposed business combination, our initial shareholders, officers, directors or their affiliates could make such purchases in the open market or in private transactions (other than I-Bankers and its affiliates engaging in broker-dealer activities in the ordinary course of business) in order to influence the vote. Our initial shareholders, officers, directors and their affiliates could purchase sufficient shares so that the initial business combination may be approved without the majority vote of public shares held by non-affiliates. Notwithstanding the foregoing, our officers, directors, initial shareholders and their affiliates will not make purchases of s ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company s stock, shares or equity interests 17 Table of Contents If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 prior to or upon the consummation of our initial business combination (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination although we may seek an alternative initial business combination. Permitted purchases of public shares and warrants by our affiliates Our sponsor has agreed, pursuant to a letter agreement with us, to enter into an agreement in accordance with the guidelines of Rule 10b5-1 under the Exchange Act, to place limit orders, through an independent broker-dealer registered under Section 15 of the Exchange Act which is not affiliated with us nor part of the underwriting or selling group, to purchase up to an aggregate of 3,750,000 of our rights in the open market at market prices, and not to exceed $0.20 per right during the period commencing on the later of (i) the date separate trading of the rights commences or (ii) sixty calendar days after the end of the restricted period under Regulation M, continuing until the date that is the earlier of (a) twelve (12) months from the date of this prospectus and (b) the date that we announce that we have entered into a definitive agreement in connection with our initial business combination, or earlier in certain circumstances as described in the limit order agreement. The limit orders will require such members of our sponsor to purchase any rights offered for sale (and not purchased by another investor) at or below a price of $0.20, until the earlier of (x) the expiration of the buyback period or (y) the date such purchases reach 3,750,000 warrants in total. Our sponsor will not have any discretion or influence with respect to such purchases and will not be able to sell or transfer any rights purchased in the open market pursuant to such agreements until following the consummation of a business combination. It is intended that the broker s purchase obligation will be subject to applicable law, including Regulation M under the Exchange Act, which may prohibit or limit purchases pursuant to the limit order agreement in certain circumstances. Such rights will be non-redeemable as long as they are held by our sponsor. We believe that purchases of rights by our sponsor demonstrates confidence in our management s ultimate ability to effect 18 Table of Contents a business combination because the rights will expire worthless if we are unable to consummate a business combination. I-Bankers has also agreed to purchase up to 1,250,000 of our rights in the open market at market prices not to exceed $0.20 per right on substantially similar terms as our sponsor. Redemption rights At any meeting called to approve an initial business combination, any public shareholder voting either for or against such proposed business combination will be entitled to demand that his ordinary shares be redeemed for a pro rata portion of the amount then in the trust account (initially $10.15 per share, subject to increase of up to an additional approximately $0.20 per ordinary share in the event that our sponsor elects to extend the period of time to consummate a business combination, as described in more detail in this prospectus, plus any pro rata interest earned on the funds held in the trust account less amounts necessary to pay our taxes). The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the advisory fees we will pay to the underwriters. If we seek shareholder approval in connection with our initial business combination, we will consummate such transaction so long as (after any redemption) our net tangible assets will at least $5,000,001 prior to or upon such consummation and if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. We chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act of 1933, as amended. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeemed) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all. Notwithstanding the foregoing, a public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a group (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the ordinary shares sold in this offering without our prior written consent. We believe this restriction will prevent an individual shareholder or group from accumulating large blocks of shares before the vote held to approve a proposed business combination and attempt to use the redemption right as a means to force us or our management to purchase its shares at a significant premium to the then current market price. By limiting a shareholder s ability to redeem no more than 15% of the ordinary shares sold in this offering, we believe we have limited the ability of a small group of shareholders to unreasonably attempt to block a transaction, which is favored by our other public shareholders. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. 19 Table of Contents Whether we elect to effectuate our initial business combination via shareholder vote or tender offer, we will require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the expiration date set forth in the tender offer documents, or in the event we distribute proxy materials, up to two business days prior to the vote on the proposal to approve the business combination, or to deliver their shares to the transfer agent electronically using Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option. The requirement for physical or electronic delivery at or prior to the general meeting ensures that a holder s election to redeem his shares is irrevocable once the business combination is approved. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the vote on the business combination in order to exercise redemption rights. This is because a holder would need to deliver shares to exercise redemption rights regardless of the timing of when such delivery must be effectuated. However, in the event the proposed business combination is not consummated, this may result in an increased cost to shareholders. Liquidation if no business combination If we are unable to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), we will (i) cease all operations except for the purpose of winding up, (ii) promptly but not more than five business days thereafter, redeem 100% of the outstanding public shares which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) promptly following such redemption, subject to the approval of our remaining holders of ordinary shares and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the company, subject (in the case of (ii) and (iii) above) to our obligations to provide for claims of creditors and the requirements of applicable law. In connection with our redemption of 100% of our outstanding public shares for a portion of the funds held in the trust account, each public shareholder will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not previously released to us to pay our taxes payable on such funds. Holders of rights or warrants will receive no proceeds in connection with the liquidation with respect to such rights or warrants, which will expire worthless. We may not have funds sufficient to pay or provide for all creditors claims. Although we will seek to have all third parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. There is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims against the trust account for monies owed them. 20 Table of Contents The underwriters will not receive any advisory fees pursuant to the business combination marketing agreement that is held in the trust account in the event we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. The holders of the founder shares and private units (and underlying securities) will not participate in any redemption distribution with respect to their founder shares, private shares, private rights or private warrants, until all of the claims of any redeeming shareholders and creditors are fully satisfied (and then only from funds held outside the trust account). If we are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account, without taking into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately $10.15 (subject to increase of up to an additional approximately $0.20 per share in the event that our sponsor elects to extend the period of time to consummate a business combination, as described in more detail in this prospectus). The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our shareholders. In addition, if we are forced to file a bankruptcy or insolvency case or an involuntary bankruptcy or insolvency case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. Therefore, the actual per-share redemption price may be less than approximately $10.15. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account together with up to $100,000 of interest earned on the funds held in the trust account that is available to us for such purposes. If such funds are insufficient, our sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment for such expenses. We currently do not anticipate that such funds will be insufficient. Indemnity Our sponsor has agreed that it will be liable to us, if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below $10.15 per share (whether or not the underwriters over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that their only assets are securities of our company. We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. 21 Table of Contents Risks We are a blank check company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision on whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act of 1933, as amended, and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419 You should carefully consider these and the other risks set forth in the section entitled Risk Factors beginning on page 24 of this prospectus. 22 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001824888_natural_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001824888_natural_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c5f155407de53d48845afdee2b4ba07e603847f5
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001824888_natural_prospectus_summary.txt
@@ -0,0 +1 @@
+summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus: "the company," "we," "us" "our" or "our company" refers to Natural Order Acquisition Corp.; "initial stockholders" refers to all of our stockholders immediately prior to the date of this prospectus, including our sponsor and officers and directors to the extent they hold such shares; "founder shares" refers to the 5,750,000 shares of common stock purchased prior to this offering by Mr. Paresh Patel and Mr. Sebastiano Cossia Castiglioni and/or their respective affiliates (including up to an aggregate of 750,000 shares of common stock subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part); "private warrants" refers to the warrants we are selling privately to our sponsor and/or its designees upon consummation of this offering; "sponsor" refers to Natural Order Sponsor LLC; the term "public stockholders" means the holders of shares of common stock which are being sold as part of the units in this public offering ("public shares") whether they are purchased in the public offering or in the aftermarket, including any of our initial stockholders to the extent that they purchase such public shares (except that our initial stockholders will not have conversion or tender rights with respect to any public shares they own); and the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Certain financial information contained in this prospectus has been rounded and, as a result, certain totals shown in this prospectus may not equal the arithmetic sum of the figures that should otherwise aggregate to those totals. You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. General Natural Order Acquisition Corp ("NOAC") is a blank check company that was incorporated under the laws of the State of Delaware on August 10, 2020. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. Although there is no restriction or limitation on what industry our target operates in, it is our intention to pursue prospective targets that are focused on technologies and products related to sustainable plant-based food and beverages, alternative protein, and ingredients. More specifically, our target market includes companies that use plant-based, cell-based or precise fermentation technologies to develop food products that eliminate animals from the food supply chain. We refer to all these technologies herein as "plant-based" or "alternative." While we may pursue a target located anywhere in the world, we anticipate targeting companies domiciled in North America or Europe. At the time of preparing this prospectus, we have not identified any specific business combination, nor has anyone on our behalf initiated or engaged in any substantive discussions, formal or otherwise, related to such a transaction. Our efforts to date are limited to organizational activities related to this offering. Our Sponsor, Leadership, and Competitive Advantages Our sponsor is led by Mr. Paresh Patel and Mr. Sebastiano Cossia Castiglioni, each of whom have invested for more than 20 years in public and private emerging growth companies with a focus on leading emerging technology and sustainable and plant-based food product companies. We believe that our management team has the investment experience, strategic knowledge, relationships, and access to capital and human resources to source unique opportunities that will offer attractive risk-adjusted returns in a rapidly expanding sector of the global economy. In particular, we believe our network of relationships with leaders in the plant-based food industry can provide our target company with a competitive advantage to accelerate its growth or identify attractive acquisitions or strategic alliances. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount To Be Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee Units, each consisting of one share of common stock, $0.0001 par value and one redeemable warrant to acquire 1/2 of one share of common stock (2) 23,000,000 $ 10.00 $ 230,000,000.00 $ 25,093 Shares of common stock, $0.0001 par value, included as part of the units(2) 23,000,000 — — — (3) Warrants included as part of the units(2) 23,000,000 — — — (3) Total $ 230,000,000.00 $ 25,093 (4) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (2) Includes (A) the aggregate of 20,000,000 units to be issued to public stockholders in the public offering, and 3,000,000 units which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any; and (B) shares of common stock and warrants underlying such units. (3) No fee pursuant to Rule 457(g). (4) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. We will target private emerging growth companies that are developing nutritious plant-based food products that deliver a consumer experience comparable or superior to that provided by animal-based products. We will seek products that encourage consumers to eat more, not less, of the traditional dishes they enjoy by using products that promote healthy living, environmental sustainability, and animal welfare; all benefits associated with consuming plant-based foods. We seek a target company whose paradigm shifting product or services will enable breakthrough penetration into mainstream consumers seeking delicious and satisfying yet better-for-you alternatives to animal products. Paresh Patel, our co-founder, has been our President, Chief Executive Officer and Director since our inception in August 2020. Paresh has managed his private investment office, Sandstone Investments since 2014. From 2005 to 2014, Paresh was the founder and Managing Partner of Sandstone Capital, an investment fund managing more than $1.0 billion and focused on long-term investments in public and private companies in Asia. Sandstone invests in a wide range of industries with a focus on pharmaceuticals, financial services, and technology. From 2000 to 2004, Paresh was the founder of Sparta Group, a multi-billion dollar family office. Paresh s more notable private investments include Bharat Financial (IPO 2010), A123 Systems (IPO 2009), Tejas Networks (IPO 2014), AU SFB (IPO 2014), Relicore (acquired by Symantec in 2006), Airvana (IPO 2007), Flipkart (acquired by Walmart in 2018), Simulate (formerly NUGGS), VelocityDx, and GrapheneDx. Paresh has served on the board of directors of several public and private businesses in the US and India. Paresh also served as a director for Harvard Business School India and was an Executive Producer of the 2018 documentary film "The Game Changers" that advocates the health benefits of a plant-based diet for high-performance athletes as well as for the general population. Sebastiano Cossia Castiglioni, our co-founder has been our Chairman of the board since October 2020. He is an entrepreneur, activist, and advisor to businesses, governments, and nonprofits around the world. For many years, he has been an investor in a wide range of fields, from bioscience to food, from agriculture to technology. Directly or through his partnerships, Sebastiano is an investor in more than 60 companies in the plant-based food and beverage sector. In December 2017, he founded a private investment fund, Dismatrix, and has served as its director ever since. In that same year, Sebastiano joined NRS New Reality Solutions, a convergent innovation platform leveraging bioscience and data science, as a Senior Advisor and an investor. Since April 2019, he has also been a partner in the Blue Horizon Group, a leading worldwide investor in plant-based companies. Since October of the same year, he has served as the co-managing partner and director of Dismatrix Group, which focuses on venture capital and private equity investments across tech, consumer, and food revolutions, including alt-proteins. Sebastiano is also a co-owner and honorary chairman of Querciabella, a Tuscan organic, biodynamic, and vegan winery that has garnered international acclaim. He recently founded the gluten-free pasta brand Bontasana, and Skyrunner Foods, a revolutionary baby food company. A longtime animal rights activist, Sebastiano supports several global nonprofits working to end the exploitation of animals. He serves on the boards of Animal Outlook (since 2018) and the Culture & Animals Foundation (since 2018) as well as on the advisory boards of the Sea Shepherd Conservation Society (since 2008), Animal Equality (since 2019), the International Anti-Poaching Foundation (since 2020), and Project Coyote (since 2020). In 2020, Sebastiano founded the Plant-Based Empowerment Foundation, a nonprofit operating in rural Senegal that is dedicated to providing children and women access to education, healthcare, and nourishing plant-based food. Sebastiano served as advisor to Italian Prime Minister Matteo Renzi from 2014 to 2016. Industry Opportunity We intend to pursue an initial business combination with a company that is disrupting the animal-based protein and food industry, providing alternatives to one or more segments of the global food industry, including fresh and packaged animal-based meats, dairy and seafood. We may also consider targeting companies with products and services that support or relate to those end use markets. We believe there are three fundamental drivers of growth and investment opportunity in our target markets. Large and dynamic food markets supported by fundamental socioeconomic trends. Global population growth combined with rising standards of living are driving non-linear consumption growth in meat, dairy, seafood and alternatives. Substantial core food markets with emerging dynamics. Based on various sources, we estimate the combined global meat, seafood, and dairy food industries to be approximately $4.0 trillion in size. According to the United Nations Food and Agriculture Organization ("FAO"), global meat production declined during 2020 due to the global impact of COVID-19, but is poised to grow in aggregate due to rising populations and average incomes in developing countries and emerging economies, which in turn are expected to lead to higher per capita consumption of proteins from meat, dairy, and seafood. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED NOVEMBER 5, 2020 $200,000,000 NATURAL ORDER ACQUISITION CORP. 20,000,000 UNITS Natural Order Acquisition Corp., which we refer to as "we," "us" or "our company," is a newly organized blank check company incorporated in Delaware and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our "initial business combination." Although we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination, we intend to focus on targets that are focused on technologies and products related to sustainable plant-based food and nutrition. This is an initial public offering of our securities. We are offering 20,000,000 units at an offering price of $10.00 per unit. Each unit consists of one share of common stock, par value $0.0001, and one warrant, which we refer to throughout this prospectus as "warrants" or the "public warrants." Each warrant entitles the holder thereof to purchase one-half share of common stock at a price of $11.50 per whole share, subject to adjustment as described in the prospectus. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares to be issued to the warrant holder. Each public warrant will become exercisable on the later of one year after the effective date of the registration statement of which this prospectus forms a part or the consummation of an initial business combination, and will expire five years after the completion of an initial business combination, or earlier upon redemption. We have granted Chardan Capital Markets LLC and Barclays Capital Inc., the representative of the underwriters, a 45-day option to purchase up to an additional 3,000,000 units (over and above the 20,000,000 units referred to above) solely to cover over-allotments, if any. We will provide the holders of our outstanding shares of common stock that were sold as part of the units in this offering with the opportunity to redeem their shares of common stock upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below, including interest (net of taxes payable), divided by the number of then outstanding shares of common stock that were sold as part of the units in this offering, which we refer to as our "public shares." We have 24 months to consummate our initial business combination. If we are unable to consummate our initial business combination within the above time period, we will distribute the aggregate amount then on deposit in the trust account, pro rata to our public stockholders, by way of the redemption of their shares and thereafter cease all operations except for the purposes of winding up of our affairs, as further described herein. In such event, the warrants will expire and be worthless. Natural Order Sponsor LLC, an entity affiliated with some of our directors, which we refer to as our "sponsor," has committed to purchase from us an aggregate of 6,200,000 (or 6,800,000 if the over-allotment option is exercised in full) warrants (or "private warrants") at $1.00 per private warrant for a total purchase price of $6,200,000 (or $6,800,000 if the over-allotment option is exercised in full). Each private warrant is exercisable for one-half share of common stock at an exercise price of $11.50 per share. These purchases will take place on a private placement basis simultaneously with the consummation of this offering. Of the $6,200,000 (or $6,800,000 if the over-allotment option is exercised in full) we will receive from the sale of the private warrants, $4,700,000 will be used for offering expenses and $1,500,000 will be used for working capital (or $5,300,000 will be used for offering expenses and $1,500,000 will be used for working capital if the over-allotment option is exercised in full). In August 2020, Mr. Paresh Patel and Mr. Sebastiano Cossia Castiglioni and/or their respective affiliates purchased 7,187,500 shares for an aggregate purchase price of $25,000, which we refer to herein as "founder shares" or "insider shares." Subsequently, an aggregate of 100,000 founder shares were transferred to officers and directors of the Company. On November 5, 2020, 1,437,500 founder shares were surrendered and cancelled by the Company, resulting in 5,750,000 shares of common stock being outstanding. The founder shares include an aggregate of up to 750,000 shares that are subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part. Large scale and growth prospects for plant-based alternatives. Due to changing dietary patterns, increased recognition of the linkages between diet, health and the environment, and concerns about animal welfare and food safety, plant-based foods are surging in terms of consumption, investment and media interest. The market for alternatives to traditional proteins is significant. According to Euromonitor, consumers purchased $19.5 billion of meat substitutes during 2018 and approximately $20 billion of dairy substitutes in 2019, most of which are plant-based foods. According to the FAIRR Initiative ("FAIRR"), estimated growth rates for global consumption of meat substitutes vary between 6.8% and 9.4% CAGR to 2025. In the United States, plant-based milk substitutes generated $1.8 billion of sales, constituting 13% of the U.S. retail milk market. We believe these large and growing markets are excellent targets for our acquisition search. Social awareness and demand for personal and environmental sustainability. We believe that consumer awareness of the negative health, environmental, and animal-welfare impacts of animal-based food consumption has resulted in a surge in demand for viable alternatives. While overall demand for "meat" and "dairy" is expected to accelerate, we believe that the production of food through animals is inherently inefficient, both in environmental and economic terms. In addition, we believe these challenges are insurmountable given rising population and limited resources. Waste and inefficiency. According to the Environmental Research Letters, the production of food through animals implies a waste of 83% to 97% of calories and 69% to 97% of proteins. According to the United States Department of Agriculture and World Resources Institute, it is estimated that producing one unit of animal-based food requires approximately up to 50 times as much water and up to 100 times more land per unit of edible food. Environmental impact. We believe that increased awareness of additional economic externalities call into question the continued and increased consumption of animal protein per capita. As reported in the journal Science, data collected from commercial farms in 119 countries indicates that production of animal-based food can emit up to 50 times the amount of greenhouse gases ("GHGs") compared to plant-based food. Likewise, Nature Sustainability published an analysis of emissions linked to animal-based food production which suggests that a shift to plant-based diets by 2050 could lead to reduction of 332-547 GtCO2 which is equal to 99-163% of the CO2 emissions budget. According to FAIRR, public concern regarding costs to public health systems from diseases linked to the consumption of animal-based foods is generating debate regarding taxation on meat and dairy products (as with tobacco) and the elimination of subsidies to animal agriculture. Other public health costs and risks (including zoonotic diseases and antibiotic-resistant bacteria) add to the debate. Food security. Relying upon animal-based food, when endemic inefficiencies are considered, creates critical food security issues in terms of supply and safety. Closing the long-term demand/supply gap for meat, seafood and dairy in the developing world may be impossible without affordable and desirable alternatives. Innovation in food science. In response to large and growing fundamental demand for more sustainable and secure food solutions, we believe there has been a proliferation of new companies and technologies creating innovative solutions to meet market needs. Progress in alternative protein manufacturing. Food science is addressing the challenge of replacing animal-based protein. The cost of non-animal ingredients in some cases is already lower than animal-based ingredients. We believe that alternative eggs and dairy products already have lower production costs and, at higher scale, will be significantly cheaper and more profitable. According to research published by RethinkX, from a manufacturing perspective, with the help of new technology and increasing scale, alternative protein sources are rapidly approaching cost parity and it is estimated that some alternatives will be less expensive than traditional animal-based proteins in less than two years. We believe that if social costs – such as health care or environmental impact – were embedded in the retail price, plant-based ingredients and foods would have further significant cost advantages over animal-based food. Innovation and investment. We believe the number of companies in this sector has grown geometrically over the past few years, fueled by substantial private investment. For example, investors and entrepreneurs are investing heavily in precision fermentation, which is already used in various sectors of food ingredient and medicine production. According to the Good Food Institute, $824 million of venture capital was invested in alternative protein companies in 2019, followed by more than $930 million in the first quarter of 2020. Of these amounts, we believe approximately $500 million in venture investments have been targeted specifically at precision fermentation technology in the plant-based food sector. Expansion of private companies. We believe there are many private companies developing products and services related to various alternatives to animal-based foods and ingredients: beef, pork, shellfish, fish, chicken, turkey, milk, yogurt, cheese, ice cream, eggs, etc. Business models span the entire value chain including: ingredient production, equipment, branded private labels, frozen, fresh, wholesale distribution, retail. We believe many of these companies have sufficient scale and maturity to be high-quality targets for our business combination. Acquisition Strategy Our acquisition strategy is to identify an untapped opportunity within our target industry and offer to a public-ready business a facility through which to enter the public sphere and advance its profile. We believe that our management team and directors experiences advising, evaluating and investing in these emerging growth businesses combined with their network of relationships in our target industries position us to source the highest quality business combination candidates. Furthermore, our strong track record of practicing and advocating the core values behind plant-based nutrition creates credibility and trust with the founders of these businesses as they consider the future development and stewardship of their companies. Our selection process will leverage the relationships of our management team and board with industry captains, leading venture capitalists, private equity and hedge fund managers, respected peers, and our network of industry advisors. Together with this network of trusted partners, we intend to capitalize the target business and create purposeful strategic initiatives in order to achieve attractive growth and performance targets. Investment Criteria We are targeting high growth companies with strong brands and experienced management teams that are ready to enter the public market. We intend to focus on companies that are well positioned to be sector leaders and command customer awareness on a global basis in replacing mainstream animal-based food and beverages with delicious, sustainable, and environmentally sustainable alternatives. Consistent with this strategy, we have identified the following criteria for evaluating potential target businesses. Although we may decide to enter into our initial business combination with a target business that does not meet the criteria described below, it is our intention to acquire companies with the following characteristics: High growth rate and high current run rate in revenues; Sector leaders or dominant competitors in their product category; Experienced, public-ready management teams. Specifically, we will look for management teams that have a proven track record of value creation for their shareholders. We will seek to partner with a potential target s management team and expect that the operating and investment abilities of our executive team and board will complement their own capabilities; Corporate governance, reporting and control systems that are ready to comply with the requirements of a public listing; Identifiable technological, scientific, or brand competitive advantages which can be augmented by access to additional capital as well as our industry relationships and expertise; Offering attractive return on investment for our shareholders over the next two to five years; Between $800 million and $4 billion in enterprise value. We believe that with our relationships, network, reputation, expertise, and proprietary deal flow, we will be able to identify potential target businesses with appropriate valuations, that can benefit from new capital for growth and a public listing. Private Placements In August 2020, Mr. Paresh Patel and Mr. Sebastiano Cossia Castiglioni and/or their respective affiliates purchased 7,187,500 shares for an aggregate purchase price of $25,000, which we refer to herein as "founder shares" or "insider shares." Subsequently, an aggregate of 100,000 founder shares were transferred to officers and directors of the Company. On November 5, 2020, 1,437,500 founder shares were surrendered and cancelled, resulting in 5,750,000 shares of common stock being outstanding. The founder shares include an aggregate of up to 750,000 shares that are subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part, so that our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (excluding the sale of the private warrants and assuming our initial stockholders do not purchase public units in this offering). Our initial stockholders may purchase public units in this offering. The founder shares are identical to the public shares. However, our initial stockholders have agreed (A) to vote their founder shares in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our certificate of incorporation that would affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 24 months of the closing of this offering, unless we provide public stockholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to redeem any shares, including founder shares into the right to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in any tender offer in connection with our proposed initial business combination, and (D) that the founder shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. On the date of this prospectus, the founder shares will be placed into an escrow account maintained by Continental Stock Transfer& Trust Company acting as escrow agent. 50% percent of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date of the consummation of our initial business combination or (ii) the date on which the closing price of our shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the closing of our initial business combination and the remaining 50% of the founder shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the closing of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (1) to any persons (including their affiliates and stockholders) participating in the private placement of the private warrants, officers, directors, stockholders, employees and members of our sponsor and its affiliates, (2) amongst initial stockholders or to our officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (4) by bona fide gift to a member of the holder s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of our securities, (8) by private sales at prices no greater than the price at which the shares were originally purchased or (9) for the cancellation of up to 750,000 shares of common stock subject to forfeiture to the extent that the underwriters over-allotment is not exercised in full or in part or in connection with the consummation of our initial business combination, in each case (except for clause 9 or with our prior consent) where the transferee agrees to the terms of the escrow agreement and the insider letter. In addition, our sponsor has committed to purchase from us an aggregate of 6,200,000 (or 6,800,000 if the over-allotment option is exercised in full) warrants ("private warrants") at $1.00 per private warrant for a total purchase price of $6,200,000 (or $6,800,000 if the over-allotment option is exercised in full). Each private warrant is exercisable for one-half share of common stock at an exercise price of $11.50 per share. These purchases will take place on a private placement basis simultaneously with the consummation of this offering. Of the $6,200,000 we will receive from the sale of the private warrants, $4,700,000 will be used for offering expenses and $1,500,000 will be used for working capital (or $5,300,000 will be used for offering expenses and $1,500,000 will be used for working capital if the over-allotment option is exercised in full). The proceeds from the private placement of the private warrants will be added to the proceeds of this offering and placed in a trust account in the United States, maintained by Continental Stock Transfer & Trust Company, as trustee. If we do not complete our initial business combination within 24 months, the proceeds from the sale of the private warrants will be included in the liquidating distribution to the holders of our public shares. The private warrants will be identical to the public warrants underlying the units being offered by this prospectus except that such private warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder s option, and will not be redeemable by us, in each case so long as they are still held by the initial purchasers or their affiliates. If public units or shares of common stock are purchased by any of our directors, officers or initial stockholders, they will be entitled to funds from the trust account to the same extent as any public stockholder upon our liquidation but will not have redemption rights related thereto. Our executive offices are located at 30 Colpitts Road, Weston, MA 02493 and our telephone number is (617) 395-1644. The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 ("Rule 419") promulgated under the Securities Act of 1933, as amended (the "Securities Act"). You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled "Risk Factors" beginning on page 17 of this prospectus. Securities offered 20,000,000 units, at $10.00 per unit, each unit consisting of one share of common stock and one warrant. Each warrant entitles the holder thereof to purchase one-half share of common stock at a price of $11.50 per whole share, subject to adjustment as described in this prospectus. Listing of our securities and proposed symbols We anticipate the units and the shares of common stock and the warrants, once they begin separate trading, will be listed on Nasdaq under the symbols "NOACU," "NOAC," and "NOACW," respectively. Each of the shares of common stock and warrants may trade separately on the 90th day after the date of this prospectus unless the representatives determine that an earlier date is acceptable (based upon, among other things, their assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, our securities in particular). In no event will the representatives allow separate trading of the shares of common stock and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering. Once the shares of common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into separately trading shares of common stock and warrants. We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place three business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if the representatives have allowed separate trading of the shares of common stock and warrants prior to the 90th day after the date of this prospectus. In connection with the completion of our initial business combination, we may, at our discretion, mandatorily separate all issued and outstanding units. Units: Number issued and outstanding before this offering 0 units Number to be issued and outstanding after this offering 20,000,000(1) units Shares of common stock: Number issued and outstanding before this offering 5,750,000(2) shares Number to be issued and outstanding after this offering 25,000,000 (3) shares Warrants: Number issued and outstanding before this offering 0 warrants Number of private warrants to be sold in a private placement simultaneously with this offering 6,200,000 warrants(1) Number to be issued and outstanding after this offering and sale of private warrants 20,000,000 public warrants and 6,200,000 private warrants(1) Exercisability Each public warrant entitles the holder thereof to purchase one-half share of common stock, and each private warrant entitles the holder thereof to purchase one-half share of common stock. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares to be issued to the warrant holder. Therefore, you must exercise your warrants in multiples of two to receive a full share. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our founders or their affiliates, without taking into account any founder shares held by our founders or their affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the consummation of our initial business combination (such price, the "Market Value") is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $18.00 per share redemption trigger price described below under "Redemption" will be adjusted (to the nearest cent) to be equal to 180% of the Market Value. Exercise period The warrants will become exercisable on the later of one year after the effective date of the registration statement of which this prospectus forms a part or upon the consummation of an initial business combination. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption. Redemption We may redeem the outstanding warrants (excluding the private warrants), in whole and not in part, at a price of $0.01 per warrant: at any time while the warrants are exercisable, upon a minimum of 30 days prior written notice of redemption, if, and only if, the last sales price of our common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption, and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of our common stock may fall below the $18.00 trigger price, as well as the $11.50 warrant exercise price after the redemption notice is issued. The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. (1)Assumes the over-allotment option has not been exercised. (2) This number includes an aggregate of up to 750,000 shares of common stock held by our initial stockholders that are subject to forfeiture if the over-allotment option is not fully exercised by the underwriters. (3) Assumes the over-allotment option has not been exercised and an aggregate of 750,000 shares of common stock held by our initial stockholders have been forfeited. If the over-allotment option is exercised in full, there will be a total of 28,750,000 shares of common stock issued and outstanding. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a "cashless basis." In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the "fair market value" (defined below) by (y) the fair market value. The "fair market value" shall mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a "cashless basis" will depend on a variety of factors including the price of our shares of common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances. Offering proceeds to be held in trust $200,000,000 of the net proceeds of this offering (or $230,000,000 if the over-allotment option is exercised in full), including from the sale of the private warrants, or $10.00 per unit sold to the public in this offering (regardless of whether or not the over-allotment option is exercised in full or part) will be placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus. Of the $6,200,000 we will receive from the sale of the private warrants, $4,700,000 will be used for offering expenses and $1,500,000 will be used for working capital (or $5,300,000 will be used for offering expenses and $1,500,000 will be used for working capital if the over-allotment option is exercised in full). Except as set forth below, the proceeds in the trust account will not be released until the earlier of: (1) the completion of an initial business combination within the required time period and (2) our redemption of 100% of the outstanding public shares if we have not completed a business combination in the required time period. Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business. Notwithstanding the foregoing, there can be released to us, from time to time, any interest earned on the funds in the trust account that we may need to pay our tax obligations. With this exception, expenses incurred by us may be paid prior to a business combination only from the net proceeds of this offering not held in the trust account of approximately $1,500,000 (regardless of whether the over-allotment option is exercised in full) provided, however, that in order to meet our working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient, our initial stockholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would be paid upon consummation of our initial business combination, without interest, or, at the lender s discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into additional private warrants to purchase shares of common stock at a conversion price of $1.00 per private warrant (which, for example, would result in the holders being issued private warrants to purchase 500,000 shares of common stock if $500,000 of notes were so converted). Such private warrants will be identical to the private warrants to be issued at the closing of this offering. Our stockholders have approved the issuance of the private warrants (and underlying securities) upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination. If we do not complete a business combination, the loans will only be repaid with funds not held in the trust account, to the extent available. Limited payments to insiders Prior to the consummation of a business combination, there will be no fees, reimbursements or other cash payments paid to our initial stockholders, officers, directors or their affiliates prior to, or for any services they render in order to effectuate, the consummation of a business combination (regardless of the type of transaction that it is) other than: payment of $10,000 per month to our sponsor for office space and related services, subject to deferral as described herein; repayment of loans which may be made by our insiders, officers, directors or any of its or their affiliates to finance transaction costs in connection with an initial business combination, the terms of which have not been determined; reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; and repayment upon consummation of our initial business combination of any loans which may be made by our initial stockholders or their affiliates or our officers and directors to finance transaction costs in connection with an intended initial business combination. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account available to us, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to any initial stockholder or member of our management team, or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval. Potential revisions to agreements with insiders We could seek to amend certain agreements made by our management team disclosed in this prospectus without the approval of stockholders, although we have no intention to do so. For example, restrictions on our executives relating to the voting of securities owned by them, the agreement of our management team to remain with us until the closing of a business combination, the obligation of our management team to not propose certain changes to our organizational documents or the obligation of the management team and its affiliates to not receive any compensation in connection with a business combination could be modified without obtaining stockholder approval. Although stockholders would not be given the opportunity to redeem their shares in connection with such changes, in no event would we be able to modify the redemption or liquidation rights of our stockholders without permitting our stockholders the right to redeem their shares in connection with any such change. We will not agree to any such changes unless we believed that such changes were in the best interests of our stockholders (for example, if such a modification were necessary to complete a business combination). Stockholder approval of, or tender offer in connection with, initial business combination We have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. In connection with any proposed initial business combination, we will either (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which public stockholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our public stockholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account or to sell any shares to us in a tender offer in connection with a proposed initial business combination. If we determine to engage in a tender offer, such tender offer will be structured so that each public stockholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. If enough stockholders tender their shares so that we are unable to satisfy any applicable closing condition set forth in the definitive agreement related to our initial business combination, or we are unable to maintain net tangible assets of at least $5,000,001, we will not consummate such initial business combination. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction or whether the terms of the transaction would otherwise require us to seek stockholder approval. If we provide stockholders with the opportunity to sell their shares to us by means of a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC s proxy rules. If we seek stockholder approval of our initial business combination, we will consummate the business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. We have determined not to consummate any business combination unless we have net tangible assets of at least $5,000,001 upon such consummation in order to avoid being subject to Rule 419. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeemed) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all. Our initial stockholders have agreed (A) to vote their founder shares and any public shares in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our certificate of incorporation that would affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 24 months unless we provide public stockholder an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to convert any shares (including the founder shares) into the right to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in a tender offer in connection with our proposed initial business combination, and (D) that the founder shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. Our initial stockholders or their affiliates may purchase public units in this offering or any units or shares of common stock in the open market or in private transactions. If a significant number of stockholders vote, or indicate an intention to vote, against a proposed business combination, our initial stockholders, officers, directors or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. Our initial stockholders, officers, directors and their affiliates could purchase sufficient shares so that the initial business combination may be approved without the majority vote of public shares held by non-affiliates. Notwithstanding the foregoing, our officers, directors, initial stockholders and their affiliates will not make purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are rules designed to stop potential manipulation of a company s stock or purchasing shares when the buyer is in possession of material non-public information about our company. Conditions to completing our initial business combination We have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. Further, there is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriters fees and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If we are no longer listed on Nasdaq, we will not be required to satisfy the 80% test. If our board is not able to independently determine the fair market value of the target business or businesses, we may obtain an opinion from an independent investment banking or accounting firm as to the fair market value of the target business. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 (the "Investment Company Act"). Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test, provided that in the event that the business combination involves more than one target business, the 80% test will be based on the aggregate value of all of the target businesses. Conversion rights In connection with any stockholder meeting called to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether he, she or it is voting for or against such proposed business combination, to demand that we convert his, her or its public shares into a pro rata share of the trust account upon consummation of the business combination. We may require public stockholders wishing to exercise conversion rights, whether they are a record holder or hold their shares in "street name," to either tender the certificates they are seeking to convert to our transfer agent or to deliver the shares they are seeking to convert to the transfer agent electronically using Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System (the "DWAC System"), at the holder s option, at any time at or prior to the vote on the business combination. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the vote on the business combination in order to exercise conversion rights. This is because a holder would need to deliver shares to exercise conversion rights regardless of the timing of when such delivery must be effectuated. However, in the event we require stockholders to deliver their shares prior to the vote on the proposed business combination and the proposed business combination is not consummated, this may result in an increased cost to stockholders. The conversion rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. If a public stockholder fails to vote in favor of or against a proposed business combination, whether that stockholder abstains from the vote or simply does not vote, that stockholder would not be able to have his shares of common stock so redeemed to cash in connection with such business combination . Under Delaware law, we may be required to give a minimum of only ten days notice for each general meeting. As a result, if we require public stockholders who wish to convert their shares of common stock into the right to receive a pro rata portion of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise their conversion rights and may be forced to retain our securities when they otherwise would not want to. If we require public stockholders who wish to convert their shares of common stock to comply with specific delivery requirements for conversion described above and such proposed business combination is not consummated, we will promptly return such certificates to the tendering public stockholders. Release of funds in trust account upon closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public stockholders who exercise their conversion rights as described above under "— Conversion rights," to pay all or a portion of the consideration payable to the target or targets or owners of the target or targets of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using stock or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Liquidation if no business combination If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares (including any public units in this offering or any public units or shares that our initial stockholders or their affiliates purchased in this offering or later acquired in the open market or in private transactions), which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably practicable following such redemption, subject to the approval of our remaining holders of common stock and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of our company, subject (in the case of (ii) and (iii) above) to our obligations to provide for claims of creditors and the requirements of applicable law. In connection with our redemption of 100% of our outstanding public shares for a portion of the funds held in the trust account, each holder will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not necessary to pay our taxes payable on such funds. Holders of warrants will receive no proceeds in connection with the liquidation with respect to such warrants, which will expire worthless. We may not have funds sufficient to pay or provide for all creditors claims. Although we will seek to have all third parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. There is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims against the trust account for monies owed them. The holders of the founder shares and private warrants will not participate in any redemption distribution with respect to their founder shares and private warrants, but may have any public shares redeemed upon liquidation. If we are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account, without taking into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our stockholders. Furthermore, our underwriters may seek recourse against the proceeds in the trust account relating to any future claims they may have against us. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. Therefore, the actual per-share redemption price may be less than approximately $10.00. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account. If such funds are insufficient, our sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment for such expenses. We currently do not anticipate that such funds will be insufficient. Conflict of Interest Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. For more information, see the section entitled "Management — Conflicts of Interest." We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Risks We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision on whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419, and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see "Proposed Business — Comparison to offerings of blank check companies subject to Rule 419." You should carefully consider these and the other risks set forth in the section entitled "Risk Factors" beginning on page 17 of this prospectus.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001824963_ajax-i_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001824963_ajax-i_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..06b2732a7713c549c241c4d6ea1d651317be1a33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001824963_ajax-i_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. General Ajax I (the Company or Ajax ) is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. Ajax was established by our founding partners, Daniel Och and Glenn Fuhrman, and intends to pursue investment opportunities with companies that have defensible business models, large and growing end markets, and superior unit economics. We believe Ajax is uniquely positioned given our founders multi-decade track record of market-leading returns as investors, operational and organizational business building experience, and powerful global networks. In addition to our seasoned management team, we have assembled a strong group of strategic board advisors, all of whom are founders and operators of generation-defining companies in our target sectors. The board is comprised of Kevin Systrom (Instagram Co-Founder and former CEO), Anne Wojcicki (23andme Co-Founder and CEO), Jim McKelvey (Square Co-Founder) and Steve Ells (Chipotle Founder and former CEO). These individuals bring together a breadth of operating experience, industry connectivity and proprietary access to leading companies that enhance Ajax s value proposition. Our strategic board advisors will be a driving force in our efforts to identify a target and effect a business combination, and may invest personal capital in the transaction. In 2009, Mr. Och founded Willoughby Capital Holdings, LLC ( Willoughby or Willoughby Capital ), a private investment firm. Willoughby Capital is among the world s most sophisticated investors of permanent capital, with over twenty employees, nine dedicated investment professionals, an institutional infrastructure, rigorous investment processes and a multibillion-dollar portfolio across public and private assets. Willoughby has a demonstrated track record of investing in successful growth companies across internet, software, financial technology and consumer sectors. Representative investments include Brex, Capsule, Coinbase, Coupang, Github, Instacart, Robinhood, Stella & Chewy s, Stripe, Talkdesk, Transferwise, Wish, Zuoyebang and dozens of other public and private investments. Through these investments and Mr. Och s leadership, Willoughby has cultivated a compelling network of relationships across the investment ecosystem, including industry-leading private equity and venture fund sponsors, which we believe will be important in consummating a merger with a target. The combined experience of our sponsor and board positions us as optimal partners for companies seeking access to the public market with deep operational expertise. Ajax seeks to acquire a scaled, high-quality asset in the internet, software, financial technology or consumer sectors. While our expectation is that our ultimate target will be in one of the sectors of primary focus, we may consummate a transaction with a business in a different industry. In addition to the capital raised in this offering, we expect our founders and board members may invest substantial capital into the target company, which should provide greater certainty towards the consummation of a successful business combination. Furthermore, we have created a significant competitive advantage in executing a deal via our innovative economic structure, reducing our sponsor s promote to 10%, versus the traditional 20%. We believe improved alignment of incentives is a necessary and important evolutionary step in the structure of a successful special purpose acquisition company. Ajax is committed to delivering attractive returns to all stakeholders. Our Management Team Our management team will consist of our founding partners, Daniel Och and Glenn Fuhrman, both of whom will be supported by the Ajax strategic advisors and the investment team. 1 Table of Contents Daniel Och Daniel Och began his career at Goldman Sachs Group, Inc. in 1982 in the Risk Arbitrage Department, and rose to become the Head of Proprietary Trading in the Equities Division and Co-Head of U.S. Equities Trading. In 1994, Mr. Och left Goldman Sachs and founded the asset management firm, Och-Ziff with $100 million of capital from the Ziff Family. Mr. Och led the firm s $1.15 billion IPO in 2007 and scaled the firm to $50 billion in assets under management. During Mr. Och s 26-year tenure as Chairman and Chief Executive Officer of Och-Ziff, the firm generated an annualized gross return well in excess of the S&P 500 Index, representing a cumulative return on initial capital that is multiple times higher than that of the Index. Mr. Och currently oversees Willoughby Capital s multibillion-dollar portfolio spanning private equity, venture capital, public equity, credit and real estate. Mr. Och is a committed philanthropist and serves on several charitable boards, including the Robin Hood Foundation and the NewYork-Presbyterian Hospital, where his foundation recently endowed the Daniel and Jane Och Spine Hospital. Mr. Och is also a member of the Wharton Board of Overseers, the Board of The Museum of Modern Art, and serves as a Trustee of the U.S. Ski and Snowboard Foundation. Mr. Och is an active supporter of Israel and Jewish causes through his work with UJA-Federation New York and Birthright Israel. Mr. Och holds a Bachelor of Science in Finance from the Wharton School of the University of Pennsylvania. Glenn Fuhrman Glenn Fuhrman spent the first ten years of his career at Goldman Sachs, where he rose to the position of Managing Director and Head of the Special Investments Group. While at Goldman Sachs, Mr. Fuhrman served on the Investment Committees of three of Goldman Sachs Private Equity Partners funds and on the Boards of Directors of several other private investment funds for the partners and employees of Goldman Sachs. In 1998, Mr. Fuhrman left Goldman Sachs and co-founded MSD Capital ( MSD ), the private investment firm of Michael Dell, the founder and CEO of Dell Technologies. During Mr. Fuhrman s tenure at MSD as Co-Managing Partner and Co-Head of the Investment Committee, he oversaw a material increase in assets under management from $400 million of initial capital, and returned billions of dollars of investment profits to investors. The investment activity during his twenty-two years at the firm was extremely broad and included venture capital, growth equity, minority investments in large public and private companies and significant investments for control in corporate buyouts and real estate. Mr. Fuhrman currently serves as the CEO and Founder of Virtru Investment Partners. Mr. Fuhrman is a Trustee of the NewYork-Presbyterian Hospital, the Museum of Modern Art in New York, the Tate Americas Foundation, and a Board Member of the 92nd Street Y, the Institute of Contemporary Art in Philadelphia, and the Federal Enforcement Homeland Security Foundation. Mr. Fuhrman is also the Founder of the FLAG Art Foundation in New York. Mr. Fuhrman received his Master of Business Administration in 1988 from the Wharton School of the University of Pennsylvania after sub-matriculating from the undergraduate program, where he studied Finance and Art History and received a Bachelor of Science and Economics, summa cum laude, in 1987. Mr. Och, Mr. Fuhrman and each other member of the investment team bring significant investment acumen as well as personal networks that encompass a wide array of sectors, industry participants and intermediaries. Our Strategic Advisors Our team of strategic advisors will also serve as independent board members and provide an unparalleled breadth of operational experience, generational talent and connectivity across our sectors of primary focus. Our strategic advisors will consist of Steve Ells, Jim McKelvey, Kevin Systrom, and Anne Wojcicki. We believe this entrepreneurial group of advisors will provide us with a differentiated ability to source and execute an initial business combination with a world-class company. Steve Ells Steve Ells is the founder and former Executive Chairman & CEO of Chipotle Mexican Grill. Prior to launching Chipotle, Mr. Ells worked for two years at Stars restaurant in San Francisco, where he was inspired by the local taquerias. Mr. Ells returned home to Denver in hopes of opening a similarly themed establishment and founded 2 Table of Contents Chipotle in 1993. Under his direction, the chain grew substantially, serving naturally raised protein and promoting sustainable agriculture. Mr. Ells served as Chief Executive Officer of the chain from 1993 until 2009, when he split Co-Chief Executive Officer duties. Mr. Ells returned as sole Chief Executive Officer from 2016 to 2017. Since its IPO in 2006, Chipotle has grown substantially and has significantly increased its market capitalization. Mr. Ells received a Bachelor of Arts degree from the University of Colorado at Boulder and is also a 1990 Culinary Institute of America graduate. James Morgan (Jim) McKelvey, Jr. James Morgan (Jim) McKelvey, Jr., is a serial entrepreneur, businessperson and philanthropist. Most notably, Mr. McKelvey co-founded payments firm Square, Inc. in 2009. Mr. McKelvey served as the Chairman of its Board of Directors until 2010. Mr. McKelvey remains on Square s Board, but started a new company, Invisibly, in 2017, which powers micropayments for the news and publishing industries. Mr. McKelvey is also a General Partner of Fintop Capital. In January 2017, Mr. McKelvey was appointed as an Independent Director of the St. Louis Federal Reserve, where he serves as Vice Chairman. Mr. McKelvey has numerous philanthropic interests, the most notable being Washington University in St. Louis, where he serves on the Board of Trustees and the engineering school is named after his father. In 2013, Mr. McKelvey co-founded LaunchCode, a non-profit organization that aims to grow new talent and create pathways to on-the-job training and employment. Mr. McKelvey is a master glass artist and authored the top textbook on glassblowing. He co-founded Third Degree Glass Factory, one of the top international centers for glass artwork. Mr. McKelvey graduated from Washington University with a Bachelor of Science in Computer Science and Economics in 1987. Kevin Systrom Kevin Systrom is the former CEO and Co-Founder of Instagram, one of the most revolutionary internet products in history. Mr. Systrom was CEO of Instagram for eight years from 2009 to 2018, overseeing the company s business strategy and product roadmap. Under Mr. Systrom s leadership, Instagram scaled its community substantially, all while launching innovative efforts in creativity tools, video and chat products. Mr. Systrom also oversaw the launch and growth of Instagram s advertising products on feed and stories. In 2012, Instagram was acquired by Facebook, Inc. and Mr. Systrom retained his title as CEO of Instagram. In 2018, Mr. Systrom announced that he would step down from his role within Facebook. Before starting Instagram, Kevin held positions at Odeo, which would become Twitter, and Google in marketing, product, and corporate development roles. Mr. Systrom graduated in 2006 from Stanford University with a Bachelor of Science in Management Science and Engineering. Anne Wojcicki Anne Wojcicki is the Co-Founder and CEO of 23andMe, with a mission to help people access, understand and benefit from the human genome. 23andMe pioneered direct-to-consumer genetic testing. It was the first, and remains the only, company to have six FDA clearances for its over the counter tests, covering a wide range of genetic results, from carrier testing to genetic health risks to pharmacogenetic information. Over 80% of its customers consent to participate in research, creating a huge, anonymized database of genetic information paired with phenotypic information that can be used to identify and speed the development of therapeutics across a wide range of diseases. In July 2018, 23andMe entered into a collaboration agreement with GlaxoSmithKline for therapeutic research and development, and GlaxoSmithKline made a $300 million equity investment in 23andMe. Ms. Wojcicki graduated from Yale University with a Bachelor of Science in Biology in 1996. Our Investment Team Our investment team is led by the following individuals: J. Morgan Rutman serves as the President of Willoughby Capital. Mr. Rutman began his investment career at Dillon Read in 1985 as an analyst in its merger arbitrage department, and then moved to Steinhardt Partners in 1986 to co-manage their merger arbitrage portfolio. Mr. Rutman went on to co-found Farallon Partners in 1990 and 3 Table of Contents Harvest Management LLC in 1993, which he managed until early 2008. Mr. Rutman graduated with honors from the Whittemore School of Business and Economics at the University of New Hampshire. He served on the Board of the University of New Hampshire Foundation, Inc. from 2001 2011, heading its Investment Committee from 2009 until 2011. Mr. Rutman rejoined the Board of the University of New Hampshire Foundation, Inc. in 2013, serving as Chairman from 2014 2016. Mr. Rutman was appointed to the University of New Hampshire System Board as a Trustee in 2016, where he serves as the chair of the Investment and Finance Committee since 2016. Mira Muhtadie serves as the Chief Investment Officer of Willoughby Capital, overseeing all investment activity across private equity, venture capital, public markets, credit and real estate. Ms. Muhtadie began her career in investment banking at Credit Suisse, and transitioned into private equity at Lightyear Capital in 2002. Upon graduation from business school in 2005, Ms. Muhtadie joined KPS Capital and moved to ACI Capital in 2006. Ms. Muhtadie received a Bachelor of Arts in Economics from the University of Pennsylvania in 2000 and received her Master in Business Administration from the Wharton School of the University of Pennsylvania in 2005. Adnan Ahmad is a Managing Director at Willoughby Capital, where he focuses on public and private investments across all of Willoughby Capital s core sectors. Previously, Mr. Ahmad was a Principal at Roystone Capital where he managed long/short equity and credit investments from 2014 to 2019. Mr. Ahmad began his career at Bain & Company in 2008, before moving to Bain Capital private equity in 2010 and Tremblant Capital in 2012. Mr. Ahmad received his Bachelor of Arts from the Johns Hopkins University in 2007 and was a Fulbright Scholar. Our Business Strategy Our founding partners, strategic advisors, and investment team have had proven success in investing across the public and private markets, in operating and building businesses to scale, and generating phenomenal value for shareholders. We believe our prior experiences and network will uniquely enable us to identify a wide range of attractive business combination opportunities, where we can partner with management teams to build enduring businesses and create alignment and value for shareholders. Our selection process will leverage our team s ecosystem of management teams at public and private companies, entrepreneurs, investment bankers, private equity and venture capital fund sponsors, attorneys and consultants. We will deploy a proactive, thematic sourcing strategy that targets companies where we believe the combination of our operating experience, network, capital and capital markets expertise can be catalysts to transform and accelerate the target business s growth and performance. We are focused on market leaders with world-class management teams, deep competitive moats, large addressable markets, and attractive unit economics. We prefer targets that have low sensitivity to macroeconomic factors, with minimal cyclicality risk and strong fundamentals. We will seek companies in a wide range of industries, but our primary focus will be on businesses that operate within the internet, software, financial technology and consumer industries. We believe Ajax s value proposition is ideally suited to bring to market a best-in-class publicly traded asset: Extensive Leadership Experience: Our founding partners and strategic advisors have substantial experience serving in leadership positions for public and private companies, including Sculptor Capital (NYSE: SCU), Instagram, Square (NYSE: SQ), 23andMe, and Chipotle (NYSE: CMG). They not only will provide valuable insights into identifying potential targets but also will contribute their expertise on appropriate and optimal methods to scale businesses and unlock long-term, growth potential. Vast Public Equity Capital Markets Knowledge: Our founding partners and strategic advisors bring decades of best-practice know-how to ensure the target company s success as a public company. Notably, Mr. Och, Mr. McKelvey, and Mr. Ells have significant experience navigating the public markets. As founder, CEO and Chairman of Och-Ziff, Mr. Och led the firm s IPO in 2007. Mr. McKelvey, Co-Founder of Square, served as a board member during its IPO in 2009. As founder and CEO of Chipotle, Mr. Ells led Chipotle s $173 million IPO in 2006. 4 Table of Contents Proven, Founder-Driven Growth Initiatives: We have a strong track record of successfully leading companies through their entire life cycle, including going public, integrating acquisitions, and bringing on private investors, all without taking control of the company. There is increasing investor demand for companies with (i) a direct relationship with their customers, (ii) the ability to efficiently market to and grow their customer base and (iii) high-growth and a clear path to profitability. Our team is exceptionally well-positioned to help guide a potential target to achieve these goals. Fundamental Investment Expertise: Mr. Och and Mr. Fuhrman bring significant public and private investment experience in complex transactions across a variety of deal structures and industries. Deal sourcing, underwriting and execution capabilities are further bolstered by the investment team which actively pursues a synergistic and relevant hybrid private and public investment strategy. The investment team has invested in companies such as: Brex, Capsule, Coinbase, Coupang, Github, Instacart, Robinhood, Stella & Chewy s, Stripe, Talkdesk, Transferwise, Wish, Zuoyebang and more. Access to Proprietary Deal Flow: Having led and invested in high-growth internet, software, financial technology and consumer companies, our founding partners and strategic advisors have extensive and deep relationships with management teams, entrepreneurs, prominent private and public equity investors, investment bankers, attorneys and consultants. Track Record of Value Creation: Our founding partners have contributed to billions of dollars of value creation over the course of their careers at their prior firms. Under Mr. Och s leadership, Och-Ziff significantly outperformed the S&P 500 over a 26-year period, consistently generating superior returns across numerous business cycles and a wide variety of market conditions. Mr. Fuhrman led MSD Capital and oversaw teams investing into a wide variety of businesses across industries, including technology, financial services, and consumer, generating billions in profits from those investments. Ajax s strategic advisors have founded and led businesses responsible for billions of dollars of value creation over the past two decades. Full Alignment of Interests: Our founding partners and strategic advisors will be in complete alignment with Ajax s shareholders and the owners and operators of our potential target. Ajax s pioneering 10% promote economics create a differentiated and attractive currency for target companies. Mr. Och, Mr. Fuhrman and our strategic advisors will also collectively invest substantial personal capital into Ajax. Our Acquisition Criteria We believe our investment philosophy s core pillars will resonate with public market investors. The following criteria and guidelines will be used when evaluating acquisition opportunities, but are not exhaustive. Scaled, Multibillion-Dollar Asset: We will seek to acquire a multibillion-dollar asset with a leading market position in an attractive industry. We believe scale and technological differentiation will provide a competitive advantage over other industry participants. Our team s experience in identifying, acquiring and operating scale growth assets is unrivaled compared to other sources of equity and growth capital. Deep, Competitive Moat: We will seek to acquire a company that has significant barriers to entry and long-term, sustainable competitive differentiation. We are focused on companies with strong business models and favorable sector tailwinds, dynamics which lead to low risks of disruption due to competition, innovation, or new entrants. Sustainable Growth Characteristics with Large Addressable Market and Attractive Unit Economics: We will seek to acquire a company with significant runway to capture market share in a large addressable market, long-term growth prospects, favorable secular trends and superior unit economics that can be further enhanced through diverse revenue drivers. We will evaluate companies with significant potential to grow both organically and through strategic mergers and acquisitions. We prefer well-defined industry segments with clear long-term growth trajectories that are not overly sensitive to macroeconomic conditions. 5 Table of Contents Superior Leadership Team and Vision: We will seek to acquire a company with a seasoned, ambitious and forward-thinking management team possessing a strong track record of success, and whose interests and objectives are aligned with those of our shareholders. Given our experience and deep-rooted networks, we will also assist in building out a robust executive suite as well as developing and executing a business plan oriented around long-term growth objectives. Minimal Cyclical Risk: We will seek to acquire a company with limited susceptibility to cyclical risk and shifts in the macroeconomic environment. Shareholder Alignment: We intend to work closely with all key constituents, and believe our track record of shareholder value creation and alignment of interests will make us a partner of choice for high-quality businesses. Additional Disclosures Our Acquisition Process We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See Risk Factors Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Initial Business Combination The rules of the NYSE require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own 6 Table of Contents a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target business or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. 7 Table of Contents Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2020 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on August 13, 2020. Our executive offices are located at 667 Madison Avenue, New York, NY 10065 and our telephone number is (212) 655-2685. Upon completion of this offering, our corporate website address will be ajaxcap.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. 8 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001824993_periphas_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001824993_periphas_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1d574e0235a517fbc008fd2aadd21406d16aa608
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001824993_periphas_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to our certificate of incorporation to be in effect upon the completion of this offering; anchor investors are to certain qualified institutional buyers or institutional accredited investors, each of which will become a member of our sponsor upon the consummation of this offering and has expressed to us an interest to purchase CAPS in this offering, as further described herein; Board are to our board of directors; Class A shares are to our shares of Class A common stock, par value $0.0001 per share; Class B shares are to our shares of Class B common stock, par value $0.0001 per share; Class F shares are to our shares of Class F common stock, par value $0.0001 per share; common stock are to our Class A common stock, Class B common stock, and our Class F common stock; directors are to our current directors and director nominees; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our partnering transaction, including but not limited to a private placement of such securities; forward purchase agreements are to the agreements providing for the sale of the forward purchase shares to the anchor investors in private placements to occur concurrently with the closing of our initial partnering transaction; forward purchase shares are to the shares of Class A common stock to be issued pursuant to the forward purchase agreements; founder shares are to our Class F shares and our Class A shares issued upon the automatic conversion thereof at the time of our partnering transaction as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares immediately prior to this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our officers; operating partners are to Brian Clingen, Eric Foss, Fred Buttrell, Gerald Rittenberg and Dr. William Joyce; partnering transaction are to effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses which may be held by one or more third-party sponsors; performance shares are to our Class B shares issued to our sponsor; Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED DECEMBER 3, 2020 PRELIMINARY PROSPECTUS $300,000,000 12,000,000 CAPSTM (Capital which Aligns and Partners with a Sponsor) Our Purpose: Periphas Capital Partnering Corporation is a newly organized company, incorporated as a Delaware corporation, established for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses, which we refer to as our partnering transaction. We have not selected any company to partner with and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any company to partner with regarding a partnering transaction. We may pursue a partnering transaction with any company in any industry. While we will not be limited to a particular industry or geographic region, given the experience of our management team, our partnering transaction and value creation strategy will be to identify and build a company in partnership with a company, its management team and existing owners. The Offering: This is an initial public offering of our securities called CAPSTM. Each CAPSTM has an offering price of $25.00 and consists of one share of Class A common stock and one-quarter of one redeemable warrant. Each whole warrant may be exercised to purchase one share of Class A common stock for $28.75 per share. Warrants may be exercised only for a whole number of shares of Class A common stock. Each warrant will become exercisable on the later of 30 days after the completion of our partnering transaction or 12 months from the date of this prospectus, and will expire five years after the completion of our partnering transaction, or earlier upon redemption. The underwriter has a 45-day option from the date of this prospectus to purchase up to 1,800,000 additional CAPSTM to cover over-allotments, if any. Trust Account and Holder s Redemption Right from Monies in the Trust Account: All of the proceeds of this offering will be placed in a trust account. In connection with our partnering transaction, we will provide our public shareholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our partnering transaction at a per-share price payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our partnering transaction, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then outstanding shares of Class A common stock that were sold as part of the CAPSTM in this offering, subject to the limitations and on the conditions described herein. If we do not complete our partnering transaction within 24 months (or 27 months if we have executed a letter of intent, agreement in principle or definitive agreement for our partnering transaction within 24 months) from the closing of this offering (or such later date as approved by holders of a majority of the voting power of shares of our outstanding common stock that are voted at the meeting to extend such date, voting together as a single class), we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Sponsor: Our sponsor, PCPC Holdings, LLC, has agreed to purchase 200,000 CAPSTM at a price of $25.00 per CAPSTM, in a private placement to occur concurrently with the closing of this offering. Our initial stockholders currently own 690,000 shares of Class F shares, or founder shares (up to 90,000 of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised), which will represent only 5% of the shares of common stock issued in this offering. These founder shares will automatically convert into shares of Class A common stock in connection with the completion of our partnering transaction on a one-for-one basis, subject to the adjustments described herein. Our sponsor also owns 120,000 Class B shares, or performance shares, which will convert into shares of our Class A common stock based on stock price performance following the completion of our partnering transaction. Anchor Investors: Three qualified institutional buyers or institutional accredited investors who are not affiliated with any member of our management or our sponsor, whom we refer to as the anchor investors, have expressed to us an interest to purchase up to an aggregate of approximately 2.4 million CAPS in this offering and we have agreed to direct the underwriters to sell to the anchor investors such number of CAPS . For a discussion of certain additional arrangements with our anchor investors, see Summary The Offering Expressions of Interest. Forward Purchase Agreements: Prior to the consummation of this offering, we will enter into forward purchase agreements with each of the anchor investors, pursuant to which the anchor investors have committed to purchase in the aggregate, up to 3.0 million shares of Class A common stock, at a purchase price of $25.00 per share, in private placements to occur concurrently, and only in connection with, the closing of our initial partnering transaction. The obligations of the anchor investors under the forward purchase agreements do not depend on whether any shares of Class A common stock are redeemed by our public shareholders. See Certain Relationships and Related Party Transactions. Stock Exchange listing: Currently, there is no public market for our securities. We intend to apply to have CAPSTM listed on the New York Stock Exchange, or NYSE, under the symbol PCPC.U. We expect that the shares of Class A common stock and warrants comprising CAPSTM will begin separate trading on the NYSE under the symbols PCPC and PCPC WS, respectively, on the 52nd day following the date of this prospectus (or if such day is not a business day, the immediately succeeding business day) unless the underwriter permits earlier separate trading and we have satisfied certain conditions. Risk Factors: Investing in our securities involves a high degree of risk. See Risk Factors. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per CAPSTM Total Public offering price $ 25.00 $ 300,000,000 Underwriting discounts and commission $ 0.25 $ 3,000,000 Proceeds, before expenses, to us $ 24.75 $ 297,000,000 Of the proceeds we receive from this offering and the sale of the private placement CAPSTM described in this prospectus, $300,000,000, or $345,000,000 if the underwriter s over-allotment option is exercised in full ($25.00 per CAPSTM in either case), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriter is offering the CAPSTM for sale on a firm commitment basis. The underwriter expects to deliver the CAPSTM to the purchasers on or about , 2020. Evercore, a leading global independent investment bank, is also acting as our advisor and has entered into an advisory relationship with us. Sole Book-running Manager Evercore ISI , 2020 Table of Contents CAPSTM Core Principles Long-Term Orientation: Focused on long-term share price performance and the interests of long-term common shareholders. Partnership Model: Focused on working with high quality existing owners and management teams who are not in need of operational improvements and have a desire to work together as partners. Minimizing Dilution Costs: Focused on minimizing dilution costs traditionally associated with special purpose acquisition companies, which can negatively impact the returns to long-term common shareholders and is cost prohibitive to many high quality companies who like the process of going public through a special purpose acquisition company but not the cost. Economic Alignment From the Outset: Focused on aligning economic interests at the time of the initial public offering, in order to facilitate an easier and more comfortable dialogue with a high-quality company, the management team and its existing owners. Sustainable Value Creation: Focused on share price appreciation which is measured over a long period of time and reflective of actual and sustainable value creation, as opposed to short-term trading price movements or a single price point. Optimizing Banker Selection on an Independent Basis: Focused on working with management and existing owners, on an independent basis, to optimize for the right banking team at the time of the partnering transaction as opposed to at the time of the initial public offering and avoiding potentially duplicative banker transaction costs, which are dilutive to long-term common shareholders, and potential conflicts. Continued Ownership: Focused on partnering with an existing owner who may want to continue ownership in a high quality asset but needs to provide liquidity to existing shareholders and/or limited partners. CAPS provides an ability to transition ownership to the public market, which is deeper and more liquid than the private market, in a disciplined fashion and for existing owners to share in the future upside potential over the long term. Table of Contents Periphas Capital are to Periphas Capital, LP; permitted withdrawals are to the withdrawals permitted to be made by us from the trust account to pay taxes including income and franchise taxes and to withdraw up $100,000 in dissolution expenses in the event we do not complete a partnering transaction within 24 months (or 27 months, as applicable); private placement CAPSTM are to the private placement shares and warrants issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any, which private placement CAPSTM are identical to the CAPSTM sold in this offering, subject to certain limited exceptions as described in this prospectus; private placement shares are to the shares of Class A common stock sold as part of the private placement CAPSTM; private placement warrants are to the warrants sold as part of the private placement CAPSTM; public shares are to the shares of our Class A common stock sold as part of the CAPSTM in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of his, her or its status as a public stockholder shall only exist with respect to such public shares; sponsor are to PCPC Holdings, LLC, a Delaware limited liability company; underwriter s over-allotment option are to the underwriter s 45-day option to purchase up to an additional 1,800,000 CAPSTM to cover over-allotments, if any; warrants are to our warrants sold as part of the CAPSTM in this offering (whether they are purchased in this offering or thereafter in the open market) and as part of the private placement CAPSTM; and we, us, our , the company and PCPC are to Periphas Capital Partnering Corporation, a Delaware corporation. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its option to purchase additional CAPSTM and the forfeiture by our sponsor of 90,000 founder shares. Company We are a newly organized company incorporated as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses, which we refer to throughout this prospectus as our partnering transaction. We have not selected any business with which we will partner and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with respect to a specific partnering transaction. We may pursue a partnering transaction in any business or industry but expect to focus on a business where we believe our strong network, operational background, and aligned economic structure will provide us with a competitive advantage. Sanjeev Mehra co-founded Periphas Capital in 2017, following a thirty-one year career at Goldman Sachs & Co. LLC ( GS or Goldman Sachs ), where Mr. Mehra was a founding member of Goldman Sachs Principal Investment Area ( PIA ), the firm s private investing arm of its Merchant Banking Division ( MBD ). Periphas Capital and its principals bring over 30 years of private investing experience. Over the course of their careers, the Periphas Capital team has led the investment of over $4.8 billion of equity in 37 companies, representing Table of Contents approximately $70 billion of enterprise value. Moreover, the Periphas Capital team has approved and overseen approximately $100 billion of capital deployment. Importantly, the team has generated attractive returns over multiple cycles and brings a long-term approach to investing. Our team shares a common set of values based on integrity, collaboration, and disciplined, analytical decision making. We seek to partner with management teams to create shareholder value over the long term by growing and improving the businesses we invest in. We also bring a differentiated blend of industry expertise, strategic insight and operational focus. We aspire to be diligent stewards of capital for investors and long-term capital partners to business owners, founders, families and management teams. Operating Partner Model We intend to employ an operating partner model with respect to our partnering transaction: Periphas Capital s Relationship with Operating Partners. Our principals have an extensive network of operating executive relationships from prior investments and industry experience, and our Company has partnered with a group of five former CEOs across our target sectors (the operating partners ). The principals of Periphas Capital have over a decade long relationship with each of the five operating partners. Role of Operating Partners. All five of the operating partners will play a key role in working with Periphas Capital to source and evaluate investment opportunities within their respective domains of expertise. We anticipate that the operating partner(s) whose area of expertise most closely overlaps with the ultimate partnering candidate will play an ongoing role in overseeing the company for several years post-closing. Economic Alignment of the Operating Partners. Each of the five operating partners is investing in the sponsor and receiving significant economic interest in CAPSTM, founder shares, and performance shares. In addition, we are reserving a substantial portion of performance shares to reinforce strong incentives and long term alignment. We expect to allocate such Performance Shares to the operating partner(s) most active in the partner company we combine with. Mindset of our Operating Partners. Our operating partners recognize that it takes time to build a market-leading company and intend to take a partnership approach with each company situation. We do not intend to take a replacement , buyout or activist approach. Hence, we have termed our initial business combination with a potential company as a partnering transaction and the potential company as the partner company or partnering candidate , rather than target company. We will seek to partner with existing management and owners, and work together from an operational perspective over the long term. Our Operating Partners. Our five operating partners include the following individuals: Brian T. Clingen. Mr. Clingen is the Founder and Managing Partner of BP Capital Management. Previously, Mr. Clingen served as the Chief Executive Officer and Chairman of the Board of KAR Auction Services ( KAR ) until 2009 and 2014, respectively. Mr. Clingen originally invested in the purchase of Insurance Auto Auctions in 2004 and was on its board until its merger with KAR in 2007. Additionally, Mr. Clingen has served on the board for a number of public companies including Universal Outdoor, Inc. from 1988 to 1998 and Endo Pharmaceuticals from 2002 to 2006. Mr. Clingen is a certified public accountant and earned an undergraduate degree in finance from the University of Notre Dame and master s degree in business from the Kellogg School of Management at Northwestern University. Eric Foss. Mr. Foss served as Chief Executive Officer of Aramark from 2012 to 2019. When joining Aramark as the Chief Executive Officer in 2012, Mr. Foss was tasked with overseeing its initial public offering, and leading a strategic transformation and repositioning of the business. During his time at Aramark, Mr. Foss accelerated Table of Contents growth by repositioning the brand portfolio, improving the customer experience by implementing a repeatable business model, and reconceptualizing the Aramark supply chain to achieve operational excellence and industry-leading margin improvements. Mr. Foss completed the two largest acquisitions in the company s history, the acquisitions of AmeriPride Services Inc. and Avendra LLC, which added scale and improved Aramark s competitive positioning, leading to significant stakeholder value creation. Prior to his time at Aramark, Mr. Foss served as Chief Executive Officer of Pepsi Beverages Company and served as Chief Executive Officer of Pepsi Bottling Group ( PBG ) while being elected to the PBG board in 2006 and named Chairman in 2008. Mr. Foss has been a member of the board of Cigna, Member of Business Roundtable, WSJ CEO Council, Catalyst and on the National Board of Back on My Feet. Mr. Foss holds a B.S. in Marketing from Ball State University. Fred Buttrell. Mr. Buttrell is the former Chief Executive Officer of Air Medical Group Holdings ( AMGH ), a company which he grew from a regional air medical company of 42 bases to the world s largest provider of air medical services with 350 base locations across 40 states, as well as growing its ground medical transportation operation to the world s largest with 240 base locations across 42 states. Mr. Buttrell s impact on AMGH resulted in a Fortune 1000 company. Prior to joining AMGH, Mr. Buttrell spent 10 years in the commercial airline industry as the President and Chief Executive Officer of Comair Airlines and Chief Executive Officer of Delta Connection. As a Captain in the United States Air Force, Mr. Buttrell was awarded and recognized for several prestigious accomplishments, which include his role as a mission commander during Operation Desert Storm and Operation Southern Watch, his 100% success rate with no losses while deployed, being selected to brief President George H.W. Bush on the F-15E combat systems, and the award of Top Gun of his fighter squadron. Mr. Buttrell holds a B.S. from the Air Force Academy and an M.B.A. from the Southern Methodist University Cox School of Business. Gerald C. Rittenberg. From 1997 until 2014, Mr. Rittenberg served as Chief Executive Officer of Party City Holdco Inc. (formerly known as Amscan Inc.), the largest designer, manufacturer, and distributor of party goods in the United States. Mr. Rittenberg began his career at Amscan in 1989 and served in various roles, including Chief Executive Officer, and subsequently as its Executive Chairman from 2014 until 2017. When Mr. Rittenberg was named CEO in 1997, the company had approximately $200 million of revenue. Upon its initial public offering in 2015, the company had revenue of approximately $2.3 billion and an enterprise valuation of approximately $3.8 billion. Mr. Rittenberg holds a B.A. in communications from Lynn University. Dr. William Joyce. Dr. Joyce has served as the Chairman and Chief Executive Officer of Advance Fusion Systems since 2008. Prior to his time at Advance Fusion Systems, Dr. Joyce was the Chief Executive Officer and Chairman of Nalco from November 2003 to December 2007 and the Chief Executive Officer and Chairman at Hercules Incorporated from 2001 to 2003. Prior to Hercules, he had a distinguished career at Union Carbide where he served as Chief Executive Officer and Chairman of the Board. Upon Union Carbide s merger with Dow Chemical Company in 2001, Dr. Joyce was named Vice Chairman of Dow Chemical. Dr. Joyce has served on a number of boards such as Hexion Holdings, El Paso Corporation, CVS Caremark Corporation, Reynolds Metals and Momentive Performance Material Holdings Inc. Dr. Joyce has received numerous accolades, including the National Medal of Technology Award in 1993 from President Bill Clinton, the Plastics Academy s Lifetime Achievement Award in 1997, and the Society of Chemical Industry Perkin Medal Award in 2003. Dr. Joyce holds a B.S. in Chemical Engineering from Pennsylvania State University and an M.B.A. and Ph.D. from New York University. Our team is led by the following: Sanjeev Mehra, our Chief Executive Officer and a member of our Board of Directors who will be appointed as Chairman of our Board of Directors, is the co-founder and Managing Partner of Periphas Capital, a private equity investing firm focused on making investments in technology-enabled businesses, business services, Table of Contents industrials and consumer industries. Prior to founding Periphas Capital in 2017, Mr. Mehra worked at Goldman Sachs for thirty-one years where he most recently served as Partner from 1998 to 2016. He was a founding member of Goldman Sachs Principal Investment Area ( PIA ), the firm s private investing arm of its Merchant Banking Division ( MBD ). Over a 27-year tenure in PIA at Goldman Sachs, Mr. Mehra led 37 transactions with an invested cost of $4.8 billion, representing approximately $70 billion of enterprise value. He served on the PIA Investment Committee from 1998 to 2017, which approved and oversaw approximately $100 billion of capital deployment across private equity and private credit. Throughout his career at Goldman Sachs, Mr. Mehra held a range of senior positions, including vice chairman of the global private equity business, and prior to that, co-head of the Americas private equity business. Mr. Mehra was also the co-founder and co-head of the India private equity business. Mr. Mehra was the Chairman of PIA s Operating Committee, tasked with portfolio management and oversight. Additionally, he was a member of the MBD Client and Business Standards Committee, the MBD Risk Committee, the firm s US Retirement Investment Committee, and the Firmwide Business Practices Committee. Mr. Mehra has served on the boards of over 25 portfolio companies, including: Allflex USA, Inc.; Amscan Holdings, Inc.; Aramark; Burger King Holdings, Inc; Great Plains Software, Inc.; Hexcel Corporation; Interline Brands; KAR Auction Services, Inc.; Nalco Company; NetJets Inc.; SunGard Data Systems, Inc; and TVS Logistics Services Limited; among others. Prior to attending graduate school and joining Goldman Sachs, Mr. Mehra was employed by McKinsey & Company as an analyst. Mr. Mehra serves on the Board of Directors of the World Wildlife Fund. Mr. Mehra earned an M.B.A. with Distinction from Harvard Business School and a B.A. from Harvard College magna cum laude. Jeff Dodge, our Chief Operating Officer who will be appointed to our Board of Directors, is a founding member of Periphas Capital and leads the firm s deal sourcing, executive network development and intermediary relationship management. He also works actively in execution of private equity investments. Mr. Dodge previously built and led the business development effort at Berkshire Partners, a Boston based private equity firm with $16 billion of capital commitments. As Head of Business Development from 2013 until his departure to co-found Periphas Capital in 2017, Mr. Dodge led Berkshire s efforts in direct investment opportunity development, global intermediary management including firmwide relationships with bulge bracket and regional banking intermediaries, and coverage of a broad group of regional and local banks, brokers and other intermediaries. While at Berkshire, Mr. Dodge worked closely with a network of executive advisors to create an industry-aligned group of key advisors working with industry investment teams to source, diligence and execute investments, as well as serve in value creation capacities within the portfolio. Prior to joining Berkshire in 2013, Mr. Dodge was a Managing Director in the Global Industrials and Financial Sponsors Groups at Goldman Sachs. He started his career at Goldman Sachs in the Mergers Department in 1999. While at Goldman Sachs, Mr. Dodge managed client relationships with middle market companies in the industrial and business services industries, and middle market private equity firms. This included business development, deal sourcing, financing and M&A execution for corporate and private equity clients. Earlier in his career, Mr. Dodge worked for Andersen Consulting in the strategy formulation practice. Mr. Dodge serves on the Board of Trustees of the Chestnut Hill School, and the Advisory Board of Mesa de Vida. Mr. Dodge earned an M.B.A. from The Tuck School at Dartmouth where he was a Tuck Scholar, and a B.A. from Yale University. John Bowman, our Chief Financial Officer, is a founding member of Periphas Capital, and leads the firm s finance, control and administration as Chief Financial Officer since its inception in 2017. Mr. Bowman worked at Goldman Sachs from 1995 to 2017, most recently serving as Managing Director in the Finance and Administration department for the Merchant Banking Division ( MBD ) until his departure. Mr. Bowman was responsible for managing a group of people covering a variety of functions, including (i) valuation for the entire GS MBD private equity portfolio; (ii) monitoring individual portfolio company performance; (iii) budgeting and forecasting for MBD as a division of Goldman Sachs; and (iv) managing stress test exercises for MBD, specifically those required for Goldman Sachs under DFAST (Dodd-Frank Stress Test) and CCAR (Comprehensive Capital Analysis and Review). Earlier in his career at Goldman Sachs, he also performed tasks or managed people in the following functional areas: (i) foreign currency and interest rate hedging; (ii) investment structuring and Table of Contents execution; and (iii) accounting and financial reporting. In his first two years out of college, before joining Goldman Sachs, he worked at Ernst and Young, primarily auditing financial companies as a senior and staff accountant. Mr. Bowman graduated from Georgetown University in 1992 with a BSBA as a double major in Finance and Accounting. Anish Pathipati, our Executive Vice President, is a Principal at Periphas Capital, where he identifies, evaluates, and executes investments and helps manage portfolio companies. Prior to joining Periphas Capital in early 2019, Mr. Pathipati was Founding Director and Head of Analytics and Execution at North Island, a private equity firm, from 2017 until 2019. Before North Island, Mr. Pathipati was a Principal at investment firm Brave Warrior Advisors from 2015 to 2017, where he helped manage the firm s portfolio of concentrated equity positions in public companies. Mr. Pathipati was previously with Silver Lake Partners from 2012 to 2014, where he worked on a number of technology private equity investments, value creation plans, and exits. Earlier in his career, Mr. Pathipati worked in investment banking with Goldman Sachs and J.P. Morgan. Mr. Pathipati has been named to Forbes Magazine s 30 Under 30 list as well as Business Insider s Rising Stars of Wall Street list. Mr. Pathipati has an M.B.A. with High Distinction from Harvard Business School, where he was a Baker Scholar. He also has an undergraduate degree from the University of Pennsylvania s Wharton School, where he ranked #1 in his class, graduated Summa Cum Laude, and was elected to Beta Gamma Sigma. Business Strategy Our objective is to generate attractive returns to common shareholders post-closing of the merger transaction by partnering with a company where we can grow both revenues and operating earnings. We are focused on working with companies that are high-quality, public-company ready and could leverage the strategic experience of our management team and Periphas Capital, as well as our Company s differentiated structure. Our selection process will leverage our management team s and Periphas Capital s network of industry, private equity sponsor, credit fund sponsor and lending community relationships as well as relationships with management teams of public and private companies, investment bankers, attorneys, accountants, and other advisors, which we believe should provide us with a number of partnering transaction opportunities. We intend to deploy a proactive, thematic sourcing strategy and to focus on companies where we believe the combination of our operating experience, relationships, capital and capital markets expertise can be catalysts to transform a partnering candidate and can help accelerate its growth and performance. Upon completion of this offering, our principals and operating partners will communicate with our network of relationships to articulate our partnering criteria, including the parameters of our search for a company to partner with, and will begin the disciplined process of qualifying, reviewing, and pursuing promising leads. Our strategy is characterized by: A focused, thesis-driven approach to capitalize on key technological, industry, and social trends in our four target areas: technology-enabled businesses, business services, industrials, and consumer. Thematic targeting of specific business models and sectors based on pattern recognition from dozens of prior investments and significant industry experience. Leveraging our Operating Partner model by working with our five operating partners, each of whom have more than a decade-long relationship with principals of Periphas Capital. The operating partners will play a key role in identifying, evaluating, and adding value to potential partnering candidates (see Operating Partner Model above for further detail). Table of Contents Focusing on growth oriented companies with visible, sustainable, and profitable growth opportunities (see Investment Criteria below for further detail). Emphasizing technology enablement where technology can be used to: (1) enhance the value proposition and accelerate top-line growth; and (2) streamline the cost structure to further boost bottom-line growth. Proactively sourcing deals through bilateral negotiations or situations where Periphas Capital has a value-added angle. Competitive Strengths The sourcing, valuation, diligence and execution capabilities of the Periphas Capital team will provide us with a significant pipeline of opportunities from which to evaluate and select a business that will benefit from our expertise. Our competitive strengths include the following core elements: Deep Investing Experience and Attractive Track Record: The principals of Periphas Capital have over 30 years of investing experience, have led dozens of private equity investments, have approved and overseen approximately $100 billion of capital deployment, and have generated attractive returns consistently over multiple economic cycles. Operating Partners Offer Proprietary Sourcing and Value Creation Capabilities: Our operating partners have attractive track records in growing and nurturing businesses over the long term. In addition, many of them have led public companies and have generated impressive shareholder returns. Importantly, the principals of Periphas Capital have over a decade-long relationship with each of the operating partners. We expect the involvement of our operating partners to be attractive to potential partnering candidates. Their involvement could also lead to proprietary conversations with respect to sourcing. Their on-going involvement after closing of the partnering transaction could also help unlock significant future value. History of Value Creation Driven by Growth: We believe that our experience and history in generating returns by growing both the top and bottom line, and by positioning companies for continued long-term growth will serve us well in prioritizing businesses to target. Significant Experience in Tech-Enabling Businesses: We have invested in and supported the tech-enablement of companies in several industries in the past. We have also guided companies through the development and adoption of technologies that evolved into core competitive advantages. Deep and Successful Track Record of Taking Private Companies Public: The Periphas Capital team has a track record of successfully taking private companies public and driving value creation in the public markets, including with such companies as KAR Auction Services, Inc; Nalco Company; Burger King Holdings, Inc.; Aramark; and Great Plains Software, Inc. Private Equity Relationships Translating to Proprietary Sourcing: The Periphas Capital team has deep relationships with the world s leading private equity firms. Because of the trust and mutual respect associated with these relationships, we expect to be able to engage in proprietary discussions with owners of several potential partnering candidates. Deep Relationships with Family-Owned Businesses, Large Corporations, and Entrepreneurs: The Periphas Capital team also has an extensive network of close relationships with family-owned businesses, large corporations, and entrepreneurs. This offers an attractive and proprietary pool of potential investment Table of Contents candidates in addition to private equity-backed companies. Moreover, these relationships offer Periphas Capital unique capabilities in evaluating and ultimately adding significant value to whichever partnering candidate we merge with. Relationships with Other Operating Executives: In addition to our operating partners, we have an extensive network of other operating executive relationships built over decades of investing. These relationships can serve as functional and industry experts, as sources of introduction, and potentially as executive advisors who can add value post the partnering transaction. CAPSTM Structure Creates Incentive Alignment: The CAPSTM structure provides alignment between Periphas Capital, our public investors, and the existing owners of the partnering candidate. Lower Dilution as Compared to a Traditional SPAC Structure: We believe that the CAPSTM structure is more economically efficient to our partner candidate, as compared to a traditional special purpose acquisition company ( SPAC ) since it results in potentially lower dilution at the time of the partnering transaction. Hence, we believe that the CAPSTM structure will make us more appealing to a partnering candidate as opposed to a traditional SPAC. Focus on Sustainable, Long-Term Value Creation: Periphas Capital will focus on creating value over the long-term. The CAPSTM incentive structure rewards sustainable value generation over multiple years rather than rewarding a sponsor simply for completing a transaction. Experience in Capital Markets and Structuring: We have experience in optimizing capital structures in a manner that is consistent with companies business plans, and providing access to low-cost capital while preserving financial flexibility and minimizing risk. Periphas Capital Value-Add Playbook: We intend to use the Periphas Capital value-add playbook through each stage of our partnering transaction, which we believe can drive significant shareholder value. The playbook includes the following: At Entry. At the beginning stages, we conduct detailed diligence on the business, leveraging experienced management and advisors who have an existing relationship with Periphas Capital. We benchmark key operating metrics of the partnering candidate against best-in-class competitors, while focusing on investing in segments with attractive growth, profitability and returns on capital. We also look to create a capital structure that optimizes the cost of capital while minimizing risk and preserving flexibility for future investment. In partnership with management, we create a detailed value creation plan that typically extends 3-5 years out and forms the basis on where to allocate capital and management resources. Growth and Operational Efficiencies. We drive growth by finding and prioritizing high-return opportunities to re-invest cash flows, using technology as an enabler to improve capabilities, reducing costs, and innovating. We critically evaluate management teams, aggressively recruit/retain talent, and implement succession planning strategies, focusing incentive systems for management on key value drivers and key performance indicators ( KPIs ). We also seek to standardize key processes to improve efficiency, which means exiting marginal business units and instead driving growth in core focus areas. Public Markets Management. We seek to build a business plan that can be communicated to public investors, while preparing management to deliver the message at meetings, on conference calls, and at Investor Day presentations. We also regularly evaluate whether M&A or strategic combinations can create value for shareholders, as well as what capital markets transactions can reduce the company s cost of capital. Table of Contents Investment Criteria We have developed the following high level, non-exclusive investment criteria that we will use to screen for and evaluate a partnering candidate. Size Range: We are focused on companies whose enterprise values are greater than $750 million and could be up to several billion dollars. Geographic Focus: We are focused on North American or multi-national companies. Target Sectors: We are focused on companies operating in one of four areas: technology-enabled businesses, business services, industrials, and consumer. Sustainable Long-Term Growth: We will seek to partner with a business with attractive long-term organic growth as well as the potential for modest consolidation growth opportunities. We are focused on growth which is predictable and durable through cycles, with manageable risks. Ability to Use Technology as a Differentiator: We believe that technology can be used on offense to boost company efficiencies, including both growth and profitability. We also believe that technology can be used on defense to protect against potential competitive and market threats. Attractive Industry Structure: We will seek to partner with a business that has attractive long term dynamics around supply and demand, as well as a stable industry structure. Competitive Differentiation and Leading Market Position: We will seek to partner with a business whose products or services have defensible competitive advantages versus existing and new competitors, as well as leading market positions. Attractive Financial Profile: We will seek to partner with a business that has the ability to earn attractive profits and returns on capital that are well in excess of its cost of capital. Strong Management and a Culture of Partnership: Our team and operating advisors will seek to partner with strong and capable management teams who see value in partnering with Periphas Capital. Periphas Capital Ability to Add Value: We will seek to partner with a business which is within Periphas Capital s or our operating partners areas of expertise, and where Periphas Capital can help the business and its management team create value in the future. Differentiated Relationship with Seller: We will seek to partner with an existing owner of a business with whom Periphas Capital has a relationship that enables a proprietary dialogue. Attractive Valuation: We will want to ensure that the valuation reflects the company s underlying risk and return potential and that it is attractive relative to comparable public companies. Public Company Ready: We will focus on companies which have public company-ready business plans and financials that can be clearly communicated to and understood by public investors. These criteria are guidelines and not intended to be exhaustive, and the partnering transaction we deem most attractive may not satisfy certain of these criteria. Any evaluation relating to the merits of a particular partnering transaction may be based, to the extent relevant, on these general guidelines as well as other Table of Contents considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our partnering transaction with a partnering candidate that does not meet the above criteria and guidelines, we will disclose that the partnering candidate does not meet the above criteria in our shareholder communications related to our partnering transaction, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the Securities and Exchange Commission. Partnering Transaction The NYSE rules require that our partnering transaction must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted). We refer to this as the 80% of net assets test. If our board of directors is not able independently to determine the fair market value of the partnering candidate(s), we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. As any such opinion, if obtained, would only state that the fair market value meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of the partnering candidate or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. We anticipate structuring our partnering transaction so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the partnering candidate(s). We may, however, structure our partnering transaction such that the post-transaction company owns or acquires less than 100% of such interests or assets of the partnering candidate in order to meet certain objectives of the partnering candidate management team or stockholders or for other reasons, but we will only complete such partnering transaction if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the partnering candidate or otherwise acquires a controlling interest in the partnering candidate sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the partnering candidate, our stockholders prior to our partnering transaction may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the partnering candidate and us in our partnering transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all the outstanding capital stock of a partnering candidate. In this case, we would acquire a 100% controlling interest in the partnering candidate. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our partnering transaction could own less than a majority of our outstanding shares subsequent to our partnering transaction. If less than 100% of the equity interests or assets of a partnering candidate or candidates are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our partnering transaction involves more than one partnering candidate, the 80% of net assets test will be based on the aggregate value of all the partnering candidates. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our partnering transaction. Table of Contents Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Our executive offices are located at 667 Madison Avenue, 15th Floor, New York, NY 10065. Our telephone number is (646) 876-6351. Table of Contents The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a newly organized company established for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors. Securities offered 12,000,000 CAPSTM at $25.00 per CAPSTM, each CAPSTM consisting of: one share of Class A common stock; and one-fourth of one redeemable warrant One whole warrant may be exercised to purchase one share of Class A common stock. NYSE Symbols CAPSTM: PCPC.U Class A common stock: PCPC Warrants: PCPC WS Separation of Class A common stock and warrants Each of the shares of Class A common stock and warrants may trade separately on the 52nd day following the date of this prospectus unless Evercore informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Additionally, the CAPSTM will automatically separate into their component parts and will not be traded after completion of our partnering transaction. CAPSTM Number outstanding before this offering: 0 Number outstanding after this offering: 12,200,000 Common Stock Number outstanding before this offering: 0 Class A Shares 120,000 performance shares 690,000 founder shares(1) 1 Includes up to 90,000 founder shares that will be surrendered to us for no consideration depending on the extent to which the underwriter s over-allotment option is exercised. Table of Contents Number outstanding after this offering: 12,200,000 Class A shares(2) 120,000 performance shares 600,000 founder shares(3) Warrants Number of warrants outstanding after this offering: 3,050,000. Warrant terms One warrant may be exercised to purchase one share of Class A common stock share for $28.75 per share, subject to adjustment as provided herein. Warrants may be exercised only for a whole number of shares of Class A common stock. No warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of Class A common stock. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of our partnering transaction, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis. The warrants will become exercisable on the later of 30 days after the completion of our partnering transaction or 12 months from the closing of this offering. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of our partnering transaction, or earlier upon redemption. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities, excluding the forward purchase shares, for capital raising purposes in connection with our partnering transaction at an issue price or effective issue price of less than $23.00 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the newly issued price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our partnering transaction on the date of the consummation of our partnering transaction (net of redemptions), and (z) the volume weighted average trading price of our shares of Class A common 2 Assumes no exercise of the underwriter s over-allotment option and the purchase of 200,000 CAPSTM by our sponsor in a private transaction in connection with this offering. 3 Assumes no exercise of the underwriter s over-allotment option and the surrender of 90,000 founder shares to us for no consideration. Table of Contents stock during the 20 trading day period starting on the trading day after the day on which we consummate our partnering transaction (such price, the Market Value ) is below $23.00 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 110% of the higher of the Market Value and the newly issued price and the $45.00 redemption price trigger described opposite the heading Redemption of Warrants after our Partnering Transaction will be equal to 180% of the higher of the Market Value and the newly issued price. Equity-linked securities are any debt or equity securities that are convertible, exercisable or exchangeable for our Class A common stock issued in a financing transaction in connection with our partnering transaction, including but not limited to a private placement of equity or debt. Redemption of Warrants after our Partnering Transaction We may also redeem the public warrants, in whole and not in part, at a price of $0.01 per warrant: at any time while the warrants are exercisable, upon a minimum of 30 days prior written notice of redemption, if, and only if, the last sales price of shares of our Class A common stock equals or exceeds $45.00 per share for any 20 trading days within a 30 trading day period (the 30-day trading period ) ending three business days before we send the notice of redemption, and if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption. If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. Redemption rights for public shareholders upon completion of our partnering transaction We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our partnering transaction at $25.00 per share and the per share interest earned on the funds held in the trust account (net of permitted withdrawals). The redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Our sponsor has entered into an agreement with us, pursuant to which it has agreed to waive redemption rights with respect to any public shares the founder may Table of Contents acquire during or after this offering in connection with the completion of our partnering transaction. Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote When we seek shareholder approval of our partnering transaction our amended and restated certificate of incorporation will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against our partnering transaction. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our partnering transaction, particularly in connection with a partnering transaction that requires as a closing condition that we have a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our partnering transaction. Release of funds in trust account on closing of our partnering transaction On the completion of our partnering transaction, the funds held in the trust account will be used to (i) first, pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our partnering transaction and (ii) to pay all or a portion of the consideration payable in the partnering transaction and to pay other expenses associated with our partnering transaction. If our partnering transaction is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our partnering transaction, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due Table of Contents on indebtedness incurred in completing our partnering transaction, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial partnering transaction Our amended and restated certificate of incorporation will provide that we will have only 24 months (or 27 months, as applicable) from the closing of this offering to complete our partnering transaction. If we do not complete our partnering transaction within such 24-month period (or 27 months, as applicable), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, of $25.00, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Our amended and restated certificate of incorporation will provide that in order to modify (i) the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial partnering transaction or to redeem 100% of our public shares if we do not complete our partnering transaction within 24 months (or 27 months as applicable) from the closing of this offering or (ii) the rights of holders of shares of our Class A common stock, which modifications would require the approval of 60% of the voting power of our common stock, we must provide our public shareholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, of $25.00, subject to the limitations described above under Limitations on redemptions . This requirement to provide redemption rights in connection with such an amendment cannot be amended without the agreement of 100% of the holders of our common stock. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our partnering transaction. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. Forward purchase agreements In connection with the consummation of this offering, we will enter into forward purchase agreements with the anchor investors, providing for the purchase of up to an aggregate of 3.0 million shares Table of Contents of Class A common stock at a purchase price of $25.00 per share, in private placements to occur concurrently with the closing of our initial partnering transaction. The proceeds from the sale of forward purchase shares may be used as part of the consideration to the sellers in our initial partnering transaction, expenses in connection with our initial partnering transaction or for working capital in the post-transaction company. See Certain Relationships and Related Party Transactions. Founder shares One of the fundamental tenets of CAPSTM is minimizing dilution and creating a process which is comparable to a traditional initial public offering. The sponsor of PCPC will derive a majority of its economics through sustainable long-term share price appreciation as opposed to a typical special purpose acquisition companies where most of the sponsor economics are derived upon deal consummation and for simply closing a business combination. On September 14, 2020, our sponsor purchased an aggregate of 690,000 founder shares in exchange for a capital contribution of $6,250, or approximately $0.01 per share. Prior to such initial investment, we had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company in respect of the founder shares by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 13,800,000 CAPSTM if the underwriter s over-allotment option is exercised in full, and therefore that such founder shares would represent 5% of the outstanding shares of Class A common stock (not including the private placement shares) issued in this offering. Up to 90,000 of our sponsor s founder shares will be forfeited depending on the extent to which the underwriter s over-allotment option is not exercised. The founder shares will be entitled, together with the 120,000 performance shares, to 20% of the voting power of our common stock (not including the private placement shares or forward purchase shares) prior to the completion of our partnering transaction. The founder shares are identical to the shares of Class A common stock included in the CAPSTM being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares, private placement shares and public shares they hold in connection with the completion of our partnering transaction, (ii) waive their redemption rights with respect to any founder Table of Contents shares, private placement shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated a partnering transaction within 24 months (or 27 months, if applicable) from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre- partnering transaction activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement shares they hold if we fail to complete our partnering transaction within 24 months (or 27 months, if applicable) from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our partnering transaction within the prescribed time frame). If we submit our partnering transaction to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares, performance shares, private placement shares and any public shares purchased during or after this offering in favor of our partnering transaction. As a result, in addition to the founder shares, private placement shares and performance shares, we would need 4,400,001, or 36.7%, of the 12,000,000 public shares sold in this offering to be voted in favor of a partnering transaction in order to have our partnering transaction approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A common stock concurrently with or immediately following the consummation of our partnering transaction on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in the section entitled Description of Securities Founder Shares. The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our partnering transaction on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our partnering transaction, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 5% of the total number of shares of as-converted Class A common stock outstanding after such conversion (including the private placement shares), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon Table of Contents conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the partnering transaction (including the forward purchase shares); provided that such conversion of founder shares into shares of Class A common stock will never occur on a less than one-for-one basis. Expressions of interests Three qualified institutional buyers or institutional accredited investors who are not affiliated with any member of our management of our sponsor, whom we refer to as the anchor investors, have expressed to us an interest in purchasing up to approximately 2.4 million CAPSTM in the aggregate, and we have agreed to direct the underwriters to sell to the anchor investors such number of CAPSTM. Further, each of the anchor investors will enter into a separate agreement with our sponsor pursuant to which each such investor has agreed to purchase membership interests in our sponsor representing an indirect beneficial interest in an aggregate of 10,800 performance shares for approximately $0.16 per performance share. The membership interests in our sponsor to be directly owned by such investors will be subject to forfeiture under certain circumstances (or any additional restrictions agreed to by our sponsor in connection with our initial partnering transaction). The performance shares to be indirectly owned by such investors will be otherwise identical to the performance shares owned by our sponsor. Our discussions with each anchor investor were separate and our arrangements with them are not contingent on each other. Further, to our knowledge, the anchor investors are not affiliated with each other and are not acting together with regards to our company. Pursuant to the subscription agreements with our sponsor, the anchor investors have not been granted any material additional stockholder or other rights, and are only being issued membership interests in our sponsor with no right to control our sponsor or vote or dispose of the performance shares owned by the anchor investors (which will continue to be held by our sponsor until following our initial partnering transaction). Further, the anchor investors are not required to: (i) other as described above, hold any CAPSTM, shares or warrants they may purchase in this offering or thereafter for any amount of time, (ii) vote any shares they may own at the applicable time in favor of our initial partnering transaction or (iii) refrain from exercising their right to redeem their public shares at the time of our initial partnering transaction. Table of Contents There can be no assurance that the anchor investors will acquire any CAPSTM in this offering, or as to the amount of such CAPSTM the anchor investors will retain, if any, prior to or upon the consummation of our initial partnering transaction and certain of the membership interests in our sponsor to be directly owned by such investors will be subject to forfeiture under such circumstances. In the event that the anchor investors purchase such CAPSTM (either in this offering or after) and vote in favor of our initial partnering transaction, a smaller portion of affirmative votes from other public shareholders would be required to approve our initial partnering transaction. Performance shares One of our fundamental tenets of CAPSTM is alignment of interests. Hence, we believe that it is important to align interests from an economic perspective in our partnering transaction. As part of the CAPSTM design, we have created an incentive structure which rewards long-term performance while also minimizing dilution. We believe that this structure is more in-line with our long-term investment approach and different than existing special purpose acquisition companies. This incentive structure is reflected in the terms of the 120,000 performance shares issued to the sponsor on September 14, 2020 for a capital contribution of $18,750, or approximately $0.16 per share. On the last day of each fiscal year following the consummation of our partnering transaction, 10,000 performance shares will automatically convert into shares of our Class A common stock ( conversion shares ), as follows: If the price per share of our Class A common stock has not exceeded $27.50 for 20 out of 30 consecutive trading days at any time following completion of our partnering transaction, the number of conversion shares for any fiscal year will be 1,000 shares of Class A common stock. If the price per share of our Class A common stock exceeded $27.50 for 20 out of any 30 consecutive trading days at any time following completion of our partnering transaction, then the number of conversion shares for any fiscal year will be the greater of: 20% of the increase in the price of one Class A share, year-over-year but in respect of the increase above the relevant price threshold (as defined below), multiplied by the number of shares of Class A common stock outstanding at the close of the partnering transaction, excluding those shares of Class A common stock received by our sponsor through the Class F common stock, divided by the annual volume weighted average price of shares of our Class A common stock for such fiscal year (the annual VWAP ) and 1,000 shares of Class A common stock. The increase in the price of our shares of Class A common stock will be based on the annual VWAP for the relevant fiscal year. Table of Contents For purposes of the foregoing calculations, the price threshold will initially equal $25.00 for the first fiscal year following completion of the partnering transaction and will thereafter be adjusted at the beginning of each subsequent fiscal year to be equal to the greater of (i) the annual VWAP for the immediately preceding fiscal year and (ii) the price threshold for the preceding fiscal year. For calculation purposes, the total number of shares of Class A common stock outstanding at the closing of the partnering transaction can be no smaller than 24,000,000 (or up to 27,600,000 depending on the extent the underwriter s over-allotment option is exercised) shares of Class A common stock and no greater than 48,000,000 (or up to 55,200,000 depending on the extent the underwriter s over-allotment option is exercised) shares of Class A common stock. See Description of Securities Performance Shares. Anticipated expenses and funding sources Unless and until we complete our partnering transaction, no proceeds held in the trust account will be available for our use, except the withdrawal of interest for permitted withdrawals. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $300,000 per year, assuming an interest rate of 0.1% per year; however, we can provide no assurances regarding this amount. Sponsor lockup Our sponsor has agreed not to transfer, assign or sell (i) any of its performance shares except to any permitted transferees which will be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares, and (ii) any of its Class A common stock deliverable upon conversion of the performance shares for 3 years following the completion of our partnering transaction. In connection with this arrangement, our sponsor has also agreed not to transfer, assign or sell any of its founder shares until the earlier to occur of: (i) 180 days after the completion of our partnering transaction and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our partnering transaction that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein. Any permitted transferees will be subject to the same Table of Contents restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Conditions to completing our partnering transaction We will complete our partnering transaction only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the voting power of the outstanding securities of the business with which we seek to partner or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting power of the securities of the business with which we partner, our shareholders prior to our partnering transaction may collectively own a minority interest in the post-partnering transaction company, depending on valuations ascribed to the business with which we seek to partner. In addition, we have agreed not to enter into a definitive agreement regarding a partnering transaction without the prior written consent of our sponsor. Permitted purchases of public shares by our affiliates If we seek shareholder approval of our partnering transaction, our sponsor, directors, executive officers, advisors, operating partners or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our partnering transaction. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. The purpose of any such purchases of shares could be to vote such shares in favor of the partnering transaction and thereby increase the likelihood of obtaining shareholder approval of the partnering transaction or to satisfy a closing condition in an agreement with a sponsor that requires us to have a minimum net worth or a certain amount of cash at the closing of our partnering transaction, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our partnering transaction that may not otherwise have been possible. In addition, if such purchases are made, the public float of shares of our Class A common stock may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Table of Contents Risks An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled Risk Factors, alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a newly organized company established for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. Our stockholders may not be afforded an opportunity to vote on our proposed initial partnering transaction, which means we may complete our initial partnering transaction even though a majority of our stockholders do not support such a transaction. Your only opportunity to affect the investment decision regarding a potential partnering transaction may be limited to the exercise of your right to redeem your shares from us for cash. If we seek stockholder approval of our initial partnering transaction, our initial stockholders have agreed to vote in favor of such partnering transaction, regardless of how our public stockholders vote. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential partnering transaction targets, which may make it difficult for us to enter into a partnering transaction with a target. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable partnering transaction or optimize our capital structure. The requirement that we complete our partnering transaction within 24 months (or 27 months, as applicable) after the closing of this offering may give potential partnering candidates leverage over us in negotiating a partnering transaction and may limit the time we have in which to conduct due diligence on potential partnering transaction candidates, in particular as we approach our dissolution deadline, which could undermine our ability to complete our partnering transaction on terms that would produce value for our stockholders. Our search for a partnering transaction, and any partnering candidate with which we ultimately consummate a partnering transaction, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. If we seek stockholder approval of our partnering transaction, our sponsor, initial stockholders, directors, executive officers, advisors and their affiliates may elect to purchase shares or public warrants from public stockholders, which may influence a vote on a proposed partnering transaction and reduce the public float of our Class A common stock. If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Table of Contents The NYSE may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. Because of our limited resources and the significant competition for partnering transaction opportunities, it may be more difficult for us to complete our partnering transaction. If we do not complete our partnering transaction, our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless. If the net proceeds of this offering not being held in the trust account are insufficient to allow us to operate for at least the 24 months (or 27 months, as applicable) following the closing of the offering (or such later date as approved by holders of a majority of the voting power of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), it could limit the amount available to fund our search for a partnering candidate or candidates and complete our partnering transaction, and we will depend on loans from our sponsor or management team to fund our search and to complete our partnering transaction. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001825042_investindu_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001825042_investindu_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2c3375ab75f18c549faf18c1dcdc6e0da9b21f1f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001825042_investindu_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, our or our company are to Investindustrial Acquisition Corp., a Cayman Islands exempted company; advisors or our advisory board are to the individuals listed under Our Advisory Board below; affiliates are to one or more affiliates of our sponsor or Investindustrial, as the case may be, which may include funds managed by such affiliates; Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; Deutsche Bank Securities are to Deutsche Bank Securities Inc., one of the representatives of the underwriters in this offering; directors are to our current directors and our director nominees named in this prospectus; forward purchase agreement are to an agreement we expect to enter into with one or more affiliates of our sponsor providing for the sale of Class A ordinary shares to such affiliates in a private placement to occur concurrently with the closing of our initial business combination; forward purchase shares are to Class A ordinary shares to be issued pursuant to the forward purchase agreement; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and our Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; Goldman Sachs are to Goldman Sachs & Co. LLC, one of the representatives of the underwriters in this offering; initial shareholders are to holders of our founder shares prior to this offering; Investindustrial are, as the context may require, to Investindustrial Advisors Limited, its affiliates, funds (managed or advised by it or by such affiliates) and or subsidiaries of such funds, or all such entities taken together; management or our management team are to our officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 13, 2020 PRELIMINARY PROSPECTUS Investindustrial Acquisition Corp. $350,000,000 35,000,000 Units Investindustrial Acquisition Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, subject to the limitations and on the conditions described herein, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. Subject to the terms and conditions described in this prospectus, we may redeem the warrants once the warrants become exercisable. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 5,250,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to as our public shares, subject to the limitations and on the conditions described herein. If we do not complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Investindustrial Acquisition Corp. L.P., has committed to purchase an aggregate of 6,000,000 warrants (or 6,700,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as described herein, at a price of $1.50 per warrant, or $9,000,000 in the aggregate (or $10,050,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering, subject to adjustment for any units purchased by our sponsor or its affiliates in this offering as described below. Our initial shareholders, which include our sponsor, currently own an aggregate of 10,062,500 Class B ordinary shares, up to 1,312,500 of which will be subject to forfeiture by our sponsor after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised or reduced. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of our initial business combination. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Table of Contents public shares are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and members of our management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); sponsor are to Investindustrial Acquisition Corp. L.P., a limited partnership incorporated in England and Wales, held directly or indirectly by Investindustrial and in which certain co-investors may invest; and warrants are to our public warrants and private placement warrants. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. Our efforts to identify a potential initial business combination target will not be limited to a specific industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and manage a business or businesses that can benefit from our management team s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments predominantly focused on European medium-sized companies and has done so successfully in a number of sectors, including Industrial Manufacturing, Healthcare & Services, Consumer and Technology. Given our affiliation with Investindustrial, we intend to capitalize on its global platform and industrial expertise which, together with the extensive experience of our management team, will allow our company to be the partner of choice for quality companies seeking public sponsorship. Table of Contents In connection with the consummation of this offering, we will enter into a forward purchase agreement with one or more affiliates of our sponsor, pursuant to which such affiliates will commit to purchase from us up to 25,000,000 forward purchase shares for $10.00 per share, or an aggregate amount of up to $250,000,000, in a private placement that will close substantially concurrently with the closing of our initial business combination. The proceeds from the sale of these forward purchase shares, together with the amounts available to us from the trust account (after giving effect to any redemptions of public shares and the payment of deferred underwriting commissions) and any other equity or debt financing obtained by us in connection with the business combination, will be used to satisfy the cash requirements of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the trust account and other financings are sufficient for such cash requirements, our sponsor s affiliates may, in their discretion, purchase less than 25,000,000 forward purchase shares. Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol IIAC.U . We expect that our units will be listed on the NYSE on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC, the representative of the underwriters, inform us of their decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on the NYSE under the symbols IIAC and IIAC WS, respectively. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 42 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. No offer or invitation, whether directly or indirectly, to subscribe for our securities may be made to the public in the Cayman Islands. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 350,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 19,250,000 Proceeds, before expenses, to us $ 9.45 $ 330,750,000 (1) $0.20 per unit, or $7,000,000 in the aggregate (or $8,050,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $12,250,000 in the aggregate (or up to $14,087,500 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $350.0 million, or $402.5 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $2.0 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Deutsche Bank Securities Goldman Sachs & Co. LLC The date of this prospectus is , 2020 Table of Contents Founded out of an industrial group with more than a century of industrial heritage, Investindustrial is one of Europe s leading independent investment firms focused on the mid-market. Thanks to distinctive investment capabilities, Investindustrial has a strong track record in taking control positions in companies that are leaders in their fields, with the aim to create long-term value by helping portfolio companies to accelerate their international expansion and improve operational efficiency. Investindustrial Investindustrial was founded in 1990 as an independent investment group with financial backing from the Bonomi family, with a view that the market lacked an investor with a long-term horizon coherent with the timing of industrial plans, to help build leaders with an active and industrially-driven approach. In more than 30 years of experience and under the leadership of Andrea C. Bonomi, founder and Chairman of the Industrial Advisory Board, Investindustrial has successfully invested in more than 65 portfolio companies, executing transactions in Europe, including the acquisitions of Aston Martin, Avincis, Design Holding, Ducati, Euskaltel, Polynt-Reichhold and PortAventura. Building on the long-standing industrial heritage and proprietary networks in sectors of expertise, coupled with an intimate understanding of family-owned businesses, today Investindustrial has a team of more than 135 professionals based across offices in United Kingdom, Switzerland, Spain, United States, China, and Luxembourg, with 11 billion of raised fund capital. Active ownership and operational improvement remain at the core of Investindustrial s value-creation strategies, with focus on accelerating growth and profitability through support to internationalization, implementing operational efficiencies and/or executing transformative build-ups. Environmental, Social, and Corporate Governance, or ESG, principles are deeply embedded into Investindustrial s core approach, being carbon neutral as a firm since 2008 with carbon positive goal for all its investments by the end of 2020. Built on three decades of relevant experience, Investindustrial has developed broad sector expertise, covering predominantly four main sectors of specialization: Industrial Manufacturing, Healthcare & Services, Consumer and Technology. Investindustrial s track record in its sectors of specialization shows distinctive capability in capturing growth globally, both through acquisitions and through entering new markets, creating global leaders characterized by scale and strong competitive advantage. As a demonstration of the success of its global capabilities over the last years, Investindustrial transformed Avincis into a global leader in mission critical aerial services by expanding the company in 10 new markets and through nine add-on acquisitions. In addition, Investindustrial successfully contributed to the turnaround of Ducati, the leading manufacturer of sports and performance motorcycles, through expansion into new geographies and market segments, with significant improvement of research and development resulting in 17 new products launched. Moreover, Investindustrial has materially contributed to the transformation of Polynt from a European business with five production plants into a global leader in specialty chemicals with 44 facilities worldwide. Investindustrial has also relaunched PortAventura World, the second largest European destination resort, by increasing the number of attractions and bringing in strong brands, such as Ferrari Land, enhancing the commercial offering and increasing international visitors. In 2019, Investindustrial closed its Fund VII at the hard cap of 3.75 billion (corresponding to approximately $4.5 billion). Fund VII was the second largest mid-market fund raised by a Table of Contents TABLE OF CONTENTS Page SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001825249_cf_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001825249_cf_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9c7578647871ff48b38596dc55d13f72f22f73d7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001825249_cf_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: Cantor are to Cantor Fitzgerald, L.P., a Delaware limited partnership, an affiliate of us, our sponsor and of CF CF&Co are to Cantor Fitzgerald & Co., the representative of the underwriters in this offering; common stock are to our Class A common stock and our Class B common stock, collectively; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); management or our management team are to our officers and directors; private placement shares are to the shares of Class A common stock sold as part of the private placement units; private placement units are to the units issued to our sponsor in a private placement simultaneously with the closing of this offering, which private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus; private placement warrants are to the warrants sold as part of the private placement units; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and to any private placement warrants that are sold to third parties that are not initial purchasers or officers or directors (or permitted transferees) following the consummation of our initial business combination; specified future issuance are to an issuance of a class of equity or equity-linked securities to specified purchasers, which may include affiliates of Cantor, that we may determine to make in connection with financing our initial business combination, to the extent permitted under applicable regulatory and contractual requirements related to those funds and accounts; sponsor are to CFAC Holdings IV, LLC, a Delaware limited liability company which is 100% owned by Cantor; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent they are no longer held by the initial holders of the private placement warrants or their permitted transferees; and we, us, company or our company are to CF Acquisition Corp. IV. Each unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. TABLE OF CONTENTS EXPLANATORY NOTE This Registration Statement contains a prospectus relating to the initial public offering of units of CF Acquisition Corp. IV for $10.00 per unit, consisting of one share of Class A common stock and one-third of one redeemable warrant. This Registration Statement also contains a prospectus relating to offer and sales of units of CF Acquisition Corp. IV in connection with certain market making transactions that may be effected by Cantor Fitzgerald & Co. in the secondary market for 30 days following the date of this prospectus. The complete prospectus relating to the initial public offering of our units (the IPO Prospectus ) follows immediately after this Explanatory Note. Following the IPO Prospectus are certain pages of the prospectus relating solely to such market making transactions (together with the remainder of the prospectus as modified as indicated below, the Market Making Prospectus ), including an alternate front and back cover page, an alternate table of contents and alternate sections entitled Summary The Offering, Use of Proceeds and Plan of Distribution. Each of such alternate pages has been marked Alternate Page for Market Making Prospectus. The Market Making Prospectus will not include the information in the sections of the IPO Prospectus entitled Risk Factors Our sponsor paid an aggregate of $25,000, or approximately $0.002 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class B common stock., Risk Factors The determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating company., Dilution, Capitalization, Use of Proceeds and Underwriting (Conflict of Interest). All other sections of the IPO Prospectus are to be used in the Market Making Prospectus. A complete version of each of the IPO Prospectus and the Market Making Prospectus will be filed with the U.S. Securities and Exchange Commission in accordance with Rule 424 under the Securities Act. TABLE OF CONTENTS Accordingly, unless you purchase a multiple of three units, the number of warrants issuable to you upon separation of the units will be rounded down to the nearest whole number of warrants. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and gives effect to (i) a 1.25-for-1 split of our common stock on September 23, 2020 and (ii) the cancellation of 2,875,000 founder shares on November 3, 2020. Our Company We are a blank check company formed on January 23, 2020 as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target regarding an initial business combination with our company. We intend to focus our search on businesses that may provide significant opportunities for attractive investor returns. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although we expect to focus on a target in an industry where we believe our management team and founders expertise will provide us with a competitive advantage, including the financial services, healthcare, real estate services, technology and software industries. Our officers consist of: Howard W. Lutnick, our Chairman and Chief Executive Officer, who joined Cantor in 1983 and has served as President and Chief Executive Officer of Cantor since 1992 and as Chairman since 1996; Anshu Jain, our President, who also serves as the President of Cantor, a position he has held since January 2017, and previously served as a senior executive of Deutsche Bank, which firm he joined from Merrill Lynch in 1995, most recently in the position of Co-CEO from June 2012 to June 2015; and Paul Pion, our Chief Financial Officer, who has served as U.S. Chief Administrative Officer and Senior Managing Director of CF&Co since August 2011. We, our sponsor, and CF&Co are all affiliates of Cantor. Cantor is a diversified company specializing in financial and real estate services for customers operating in the global financial and commercial real estate markets, whose businesses include CF&Co, a leading independent middle market investment bank and primary dealer; BGC Partners, Inc., or BGC, whose common stock trades on the Nasdaq Global Select Market under the ticker symbol BGCP , a leading global financial technology and brokerage business primarily servicing the global financial markets; and Newmark Group, Inc., or Newmark, whose Class A common stock trades on the Nasdaq Global Select Market under the ticker symbol NMRK , a leading full-service commercial real estate services business. We believe that the combination of our management team s and our affiliates financial services, financial and real estate technology, and real estate industry expertise and proven ability to grow businesses through acquisitions make us uniquely qualified to pursue acquisitions. Cantor was founded 75 years ago and has been led by Mr. Lutnick since 1992. Over the past several decades Cantor has successfully built a well-capitalized business across multiple and growing business lines, with numerous market-leading financial services products and large and growing commercial real estate businesses. Cantor has been at the forefront of financial and technological innovation in its industries, developing new markets, new technologies and providing superior service to thousands of customers globally. Mr. Lutnick has led Cantor s expansion from a broker of fixed income and equity products to a premier global financial services provider, which is recognized for its leading offerings across several areas including: institutional equity and fixed income capital markets services; investment banking; prime brokerage; fully electronic execution of various financial asset classes; market data; TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED DECEMBER 21, 2020 $400,000,000 CF Acquisition Corp. IV 40,000,000 Units CF Acquisition Corp. IV is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target regarding an initial business combination with our company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 6,000,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as further described herein. Our sponsor, CFAC Holdings IV, LLC, has agreed to purchase an aggregate of 900,000 units at a price of $10.00 per unit ($9,000,000 in the aggregate), in a private placement that will close simultaneously with the closing of this offering. The private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus. Our sponsor has committed, pursuant to a forward purchase contract with us, to purchase, in a private placement for gross proceeds of $15,000,000 to occur concurrently with the consummation of our initial business combination, 1,500,000 of our units on substantially the same terms as the sale of units in this offering at $10.00 per unit, and 375,000 shares of Class A common stock. The funds from the sale of units will be used as part of the consideration to the sellers in the initial business combination; any excess funds will be used for working capital in the post-transaction company. Our initial stockholders own an aggregate of 11,500,000 shares of our Class B common stock (up to 1,500,000 shares of which are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, as described herein. Currently, there is no public market for our units, Class A common stock or warrants. We have applied to list our units on the Nasdaq Capital Market, or Nasdaq, under the symbol CFIVU . We expect that our units will be listed on the Nasdaq Capital Market on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Cantor Fitzgerald & Co. informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols CFIV and CFIVW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 37 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $400,000,000 Underwriting discounts and commissions(1) $0.20 $ 8,000,000 Proceeds, before expenses, to CF Acquisition Corp. IV $9.80 $392,000,000 (1) No commissions will be paid on any units sold pursuant to the underwriters over-allotment option. We will also pay $100,000 to Odeon Capital Group LLC for acting as a qualified independent underwriter in this offering. See the section of this prospectus entitled Underwriting (Conflicts of Interest) beginning on page 164 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement units, $400.0 million or $460.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case) will be deposited into a trust account in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and $1,000,000, together with $1,750,000 of additional committed loans by our sponsor, will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Sole Book-Running Manager Cantor , 2020 TABLE OF CONTENTS financial software and analytics; wholesale financial brokerage; insurance brokerage; commercial real estate services; commercial real estate asset management; commercial real estate loan servicing; and commercial real estate financing operations. Our officers, in their positions as officers of Cantor and its affiliates, have a history of making successful acquisitions. From 2005 through 2019, Cantor acquired over 75 companies in the financial and real estate services industries. In financial services, these acquisitions have included, among others, the publicly traded wholesale and inter-dealer brokerage firm GFI Group, Inc., or GFI, Sunrise Brokers Group, a global leader in listed and over the counter ( OTC ) derivative products brokerage, and Ed Broking Group Limited ( Ed Broking ), an independent Lloyd s of London insurance broker. In real estate services, these acquisitions have included, among others, Newmark & Company Real Estate, Inc., Berkeley Point Financial LLC, which is one of the nation s leading providers of multifamily capital solutions, engaged primarily in the origination, funding, sale and servicing of multifamily loans guaranteed by Government Sponsored Enterprises, Grubb & Ellis, Apartment Realty Advisors ( ARA ), and Cornish & Carey. Most of Newmark s subsidiaries, including, ARA, Berkeley Point, and Cornish & Carey now operate under the name Newmark Knight Frank , NKF or Newmark . Mr. Lutnick has also led Cantor s successful exit from many of its acquisitions and investments. For example, in 1996, Cantor launched eSpeed, its fully electronic treasuries trading platform. Cantor developed and launched eSpeed into which BGC was merged in 2008. In June 2013, BGC sold the eSpeed business to Nasdaq, Inc. for $750 million in cash and up to $484 million earn-out shares of Nasdaq, Inc. (based on the stock price of Nasdaq, Inc. at the time the deal was announced). Following BGC s acquisition of GFI in 2015, BGC, whose Chairman and Chief Executive Officer is Mr. Lutnick, sold GFI s Trayport business a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, to Intercontinental Exchange, Inc. ( ICE ) for $650 million in exchange for 2,527,658 ICE common shares issued with respect to the $650 million purchase price as adjusted at closing. Cantor and its affiliates, under the guidance of Mr. Lutnick and our other officers, have a history of making accretive acquisitions, as set forth above, and of creating shareholder value, as evident from the revenue growth in Cantor s BGC and Newmark businesses. BGC s revenues more than quadrupled between 2003 (which at the time included eSpeed) and the trailing 12 months ended June 30, 2020 to approximately $2.1 billion (excluding revenues from of eSpeed, which was sold in 2013 as set forth above). BGC s business has significantly increased its revenue-generating headcount over the last ten years, including as a result of BGC s acquisition and integration of more than 25 companies over this timeframe. Cantor entered the commercial real estate brokerage market by acquiring Newmark in 2011 for total consideration of approximately $99 million (based on BGC s stock price as of the day the deal closed). Since such acquisition, Newmark s revenues increased from approximately $230 million (unaudited) in 2011 to approximately $2.1 billion for the trailing 12 months ended June 30, 2020 at a compounded annual growth rate ( CAGR ) of 30%. In December 2017, Newmark debuted on the Nasdaq Global Select Market after an initial public offering. On November 30, 2018, BGC completed its distribution of all of the shares of Newmark it held to BGC s stockholders. BGC distributed these Newmark shares through a special pro rata stock dividend. Over Cantor s and its affiliates history, its employees have developed long-term relationships with a wide range of U.S. and foreign private and public organizations of all sizes. As a result, we believe that our management team is well positioned to identify and execute attractive business combination opportunities. We will seek to capitalize on the substantial resources and the global infrastructure of Cantor and we believe the relationships of Cantor and our officers will provide us with exposure to a broad selection of potential acquisition targets. However, there is no formal agreement between us and Cantor with respect to the provision of any TABLE OF CONTENTS services to us by Cantor or its employees. Consequently, while we expect Cantor and its employees to provide us services so that we can capitalize on the substantial resources of Cantor and leverage Cantor s relationships, there is no guarantee that Cantor or its employees will provide any services to us or that we will be able to do so. Our objectives are to generate attractive returns for shareholders and enhance shareholder value through selecting a high quality target at an attractive valuation, negotiating favorable acquisition terms for our stockholders and helping improve operational performance of the acquired company. We expect to favor potential target companies with certain industry and business characteristics. Key industry characteristics include compelling long term growth prospects, opportunities to affect valuation improvements at the company, attractive competitive dynamics and consolidation opportunities. Key business characteristics include competitive advantages, significant streams of recurring revenue, opportunity for operational improvement, attractive steady-state margins, high incremental margins and attractive free cash flow characteristics. Certain of our executive officers and directors also served as executive officers and directors of CF Finance Acquisition Corp., or Cantor SPAC I, a blank check company that consummated its initial public offering in December 2018 and consummated its initial business combination with GCM Grosvenor, Inc. ( GCM Grosvenor ) in November 2020. Upon the closing of such business combination, GCM Grosvenor indirectly held approximately 21.7% of the outstanding equity interests of Grosvenor Capital Management Holdings, LLLP, or Grosvenor Capital, a global alternative asset management firm. In connection therewith, Cantor SPAC I entered into subscription agreements with certain investors, pursuant to which such investors purchased an aggregate of 19,500,000 shares of GCM Grosvenor Class A common stock at $10.00 per share for an aggregate purchase price of $195,000,000. In addition, the sponsor of Cantor SPAC I purchased 3,500,000 shares of GCM Grosvenor Class A common stock and 1,500,000 warrants for an aggregate purchase price of $30,000,000. Certain of our executive officers and directors also serve as executive officers and directors of CF Finance Acquisition Corp. II, or Cantor SPAC II, a blank check company that consummated its initial public offering in August 2020. On November 30, 2020, Cantor SPAC II entered into an agreement and plan of merger (the Merger Agreement ) among Cantor SPAC II, PVMS Merger Sub, Inc., a wholly-owned direct subsidiary of Cantor SPAC II ( Merger Sub ), and View, Inc. ( View ), a Silicon Valley-based company that is the market leader in next-generation smart windows that use artificial intelligence and machine learning to tint the glass to optimize natural light while controlling heat and glare to enhance mental and physical well-being for occupants, creating smart connected buildings which reduce energy consumption and greenhouse gas emissions. Pursuant, to the Merger Agreement, upon the closing of the transactions contemplated thereby (the Transactions ), Merger Sub will merge with and into View, with View being the surviving corporation and becoming a wholly owned subsidiary of Cantor SPAC II, and Cantor SPAC II will change its name to View, Inc. In connection with the entry into the Merger Agreement, Cantor SPAC II entered into subscription agreements with certain investors, pursuant to which, at closing of the Transactions, such investors will purchase an aggregate of 30,000,000 shares of Cantor SPAC II s public equity at $10.00 per share for an aggregate purchase price of $300,000,000, including the sponsor of Cantor SPAC II purchasing 5,000,000 shares for $50,000,000. The Transactions are expected to close by the first quarter of 2021. Certain of our executive officers and directors also serve as executive officers and directors of CF Finance Acquisition Corp. III, or Cantor SPAC III, a blank check company that consummated its initial public offering in November 2020. We refer to Cantor SPAC II and Cantor SPAC III herein as the Prior Cantor SPACs. Cantor SPAC III is focused on searching for businesses that may provide significant opportunities for attractive investor returns in industries similar to the industries in which our search is focused. With respect to the foregoing descriptions, past performance of Cantor, its affiliates and our management team is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical performance record of Cantor, its affiliates, or our management team as indicative of our future performance. Our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities, including for our officers with respect to the Prior Cantor SPACs (including Cantor SPAC II only in the event that the transaction with View is not consummated). In order to minimize potential conflicts of interest which may arise from multiple affiliations, our officers who are also officers of any of the Prior Cantor SPACs will be required to present all suitable target businesses to the applicable Prior Cantor SPAC (including Cantor SPAC II only in the event that the transaction with View is not consummated) prior to presenting them to us, unless such opportunity TABLE OF CONTENTS is expressly offered to such individual solely in his capacity as an officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent such individual is permitted to refer that opportunity to us without violating another legal obligation. For a list of our officers and directors and entities for which a conflict of interest may or does exist between such officers or directors and the company, as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under Management Conflicts of Interest . Business Strategy Our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, help to build a company in an industry that complements the experience and expertise of our management team. Our acquisition selection process will leverage the network of contacts developed by our management team and those of our sponsor and its affiliates, including relationships in the financial services, healthcare, real estate services, technology and software industries, comprising management teams of public and private companies, investment bankers, private equity sponsors, venture capital investors, advisers, attorneys and accountants that we believe should provide us with a number of business combination opportunities. We intend to deploy a proactive sourcing strategy and to focus on companies where we believe the combination of our operating experience, relationships, capital and capital markets expertise can be catalysts to transform a target company and can help accelerate the target s growth and performance. Upon completion of this offering, our management team will communicate with their network of relationships, including employees of Cantor and its affiliates, to set forth the type of company that we would like to target so that we can begin the process of locating, identifying, pursuing and reviewing potential target companies and promising leads. Our management team and Cantor and its affiliates have experience in: sourcing, structuring, acquiring and selling businesses; fostering relationships with sellers, capital providers and target management teams; negotiating transactions favorable to investors; executing transactions in multiple geographies and under varying economic and financial market conditions; accessing the capital markets, including financing businesses and helping companies transition to public ownership; operating companies, setting and changing strategies, and identifying, monitoring and recruiting world-class talent; acquiring and integrating companies; and developing and growing companies, both organically and through acquisitions and strategic transactions and expanding the product range and geographic footprint of a number of target businesses. Investment Criteria We will seek to acquire one or more businesses with an aggregate enterprise value of approximately $800 million to $2.0 billion or more. We have developed the following high level, non-exclusive investment criteria that we will use to screen for and evaluate target businesses. We will seek to acquire a business that (1) has sustainable competitive advantages, (2) generates, or has the near-term potential to generate, predicable free cash flows, (3) would benefit from the capabilities of our sponsor and management team to improve its operations and market position, (4) has an experienced and capable management team, (5) has the potential to grow both organically and through additional acquisitions and (6) can be acquired at an attractive valuation to maximize potential returns to our stockholders. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our management team s background, and to capitalize on the ability of our officers and directors to identify and acquire a business or businesses consistent with the experience of our management team and affiliates of our sponsor. We therefore intend to focus on potential target companies in the financial services, healthcare, real estate services, technology and software industries. Within the universe of potential targets set forth above, an important focus for us will be the following: TABLE OF CONTENTS Brokerage We believe that Cantor s model of compensating brokers partly in equity is conducive to brokerage businesses. Cantor uses a unique compensation structure in compensating its brokers and other revenue-generating employees in its various businesses, which Cantor believes provides it with numerous competitive advantages. Unlike many of its competitors, virtually all of Cantor s key executives and revenue-generating employees have equity stakes in its businesses. Cantor believes this aligns its employees and management with its equity holders (including the shareholders of its public companies, BGC and Newmark), and encourages a collaborative culture that drives cross-selling and improves revenue growth. Additionally, Cantor s compensation structure reduces recruitment costs by encouraging retention, as equity stakes are subject to redemption or forfeiture in the event that employees leave the firm to compete with it. We believe that this structure, which we may use if we acquire a brokerage business, promotes an entrepreneurial culture that will enable us to further build such business by attracting key producers in key markets and services. Healthcare Cantor s industry leading healthcare franchise has over 75 professionals across investment banking, capital markets, research, sales and trading. Cantor s healthcare team is focused on all subsectors, including biopharmaceuticals, diagnostics, medical technology and healthcare services. Cantor s team is comprised of professionals with deep industry knowledge, corporate and institutional contacts, equity and debt capital markets expertise and all forms of advisory capabilities. In 2019, Cantor s healthcare franchise completed approximately 80 transactions across capital markets and M&A, representing over $7 billion in transaction value. Technology Our officers have experience operating, developing, growing and acquiring technology businesses. Mr. Lutnick oversaw the launch and growth of eSpeed, a fully electronic treasuries trading platform, which was sold by BGC to Nasdaq, Inc. in June 2013. BGC continues to build proprietary electronic trading platforms across various asset classes and operate and grow market leading electronic trading businesses, including through its fully electronic Fenics business, which had net revenues of $283 million during the trailing 12 months ended June 30, 2020, significantly in excess of the annualized revenues of eSpeed from prior to its sale. Our officers have also led Newmark to its position of being in the forefront of technology software for the commercial real estate market, as Newmark continues to build and roll out proprietary technology systems to enhance broker productivity and maximize collaboration and cross-selling efforts. We believe that brokerage businesses are continuing to become more automated and thus profitable. Cantor, through the leadership of Messrs. Lutnick and Jain, is a leader in this trend as it continues to lead various technology initiatives across Cantor s businesses. We believe that we can leverage the success and history of our officers to successfully acquire and tangibly grow and improve the operations and market position of a technology business. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission. Initial Business Combination So long as we obtain and maintain a listing for our securities on Nasdaq, we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target TABLE OF CONTENTS or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. If we are no longer listed on Nasdaq, we would not be required to satisfy the above-referenced fair market value test. We may, at our option, pursue a business combination opportunity jointly with Cantor or one or more entities affiliated with Cantor, which we refer to as an Affiliated Joint Acquisition. We do not expect that we would pursue any such opportunity with a Prior Cantor SPAC. Any such parties would co-invest only if (i) permitted by applicable regulatory and other legal limitations; (ii) we and Cantor considered a transaction to be mutually beneficial to us as well as the affiliated entity; and (iii) other business reasons exist to do so, such as the strategic merits of including such co-investors, the need for additional capital beyond the amount held in our trust account to fund the initial business combination and/or the desire to obtain committed capital for closing the initial business combination. An Affiliated Joint Acquisition may be effected through a co-investment with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the initial business combination by issuing to such parties a class of equity or equity-linked securities. We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a specified future issuance throughout this prospectus. Any such Affiliated Joint Acquisition or specified future issuance would be in addition to, and would not include, the forward purchase securities issued pursuant to the forward purchase contract. The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. This is not an offer for any specified future issuance. Pursuant to the anti-dilution provisions of our Class B common stock, any such specified future issuance would result in an adjustment to the conversion ratio such that our initial stockholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all shares of common stock outstanding upon completion of this offering (not including the shares of Class A common stock underlying the private placement units) plus all shares issued in the specified future issuance, unless the holders of a majority of the then-outstanding shares of Class B common stock agreed to waive such adjustment with respect to the specified future issuance at the time thereof. We cannot determine at this time whether a majority of the holders of our Class B common stock at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part of the agreement for our initial business combination; (ii) negotiation with Class A stockholders on structuring an initial business combination; (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class B common stock; or (iv) as part of the Affiliated Joint Acquisition. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B common stock, but would reduce the percentage ownership of holders of our Class A common stock. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our common stock. The issuance of the forward purchase securities will not result in such an adjustment to the conversion ratio of our Class B common stock. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons, including an Affiliated Joint Acquisition as described above. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act . Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or TABLE OF CONTENTS assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy redemptions by public stockholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following the consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. Our Business Combination Process In evaluating prospective business combinations, we expect to conduct a thorough due diligence review that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets to the extent possible, discussion with customers and suppliers, document reviews, as well as a review of financial, operational, legal and other information which will be made available to us and which we deem appropriate. We will also utilize our expertise and our sponsor s expertise in analyzing companies and evaluating operating projections, financial projections and determining the appropriate return expectations. We are not prohibited from pursuing an initial business combination with a business that is affiliated with Cantor or its affiliates or our sponsor, officers or directors, including an Affiliated Joint Acquisition. In the event we seek to complete our initial business combination with a business that is affiliated with Cantor or its affiliates or our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions that our initial business combination is fair to our stockholders from a financial point of view. Our sponsor has committed, pursuant to a forward purchase contract with us, to purchase, in a private placement for gross proceeds of $15,000,000 to occur concurrently with the consummation of our initial business combination, 1,500,000 of our units on substantially the same terms as the sale of units in this offering at $10.00 per unit, and 375,000 shares of Class A common stock. The funds from the sale of units will be used as part of the consideration to the sellers in the initial business combination; any excess funds will be used for working capital in the post-transaction company. Cantor will be the beneficial owner of founder shares and/or private placement units following this offering by virtue of its ownership of our sponsor and members of our management team may indirectly own such securities. Either our sponsor will transfer up to 15,000 founder shares to each of our independent directors or we will pay cash fees to such directors, at our discretion. Because of such ownership and interests, Cantor and TABLE OF CONTENTS our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. All of our officers are employed by Cantor or its affiliates. Cantor is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for an initial business combination. While Cantor will not have any duty to offer acquisition opportunities to us, Cantor may become aware of a potential transaction that is an attractive opportunity for us, which Cantor may decide to share with us. We have not, however, selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target regarding an initial business combination with our company. Our sponsor, officers, directors, Cantor and their affiliates may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. In particular, certain of our executive officers and directors also serve as executive officers or directors of the Prior Cantor SPACs, each of which is focused on searching for businesses that may provide significant opportunities for attractive investor returns in industries similar to the industries in which our search is focused. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity, including Cantor SPAC II, in the event that the transaction with View is not consummated, and Cantor SPAC III. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, including Cantor SPAC II, in the event that the transaction with View is not consummated, and Cantor SPAC III, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. Corporate Information Our executive offices are located at 110 East 59th Street, New York, New York 10022 and our telephone number is (212) 938-5000. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. TABLE OF CONTENTS We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. In addition, after completion of this offering, only holders of our founder shares will have the right to vote on the election of directors. As a result, Nasdaq will consider us to be a controlled company within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements. We intend to utilize these exemptions. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. TABLE OF CONTENTS THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Securities offered 40,000,000 units (or 46,000,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-third of one redeemable warrant. Proposed Nasdaq symbols Units: CFIVU Class A Common Stock: CFIV Warrants: CFIVW Trading commencement and separation of Class A common stock and warrants The units will begin trading on or promptly after the date of this prospectus. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless CF&Co informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase a multiple of three units, the number of warrants issuable to you upon separation of the units will be rounded down to the nearest whole number of warrants. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. TABLE OF CONTENTS Units: Number outstanding before this offering 0 Number outstanding after this offering and the private placement 40,900,000(1) Common stock: Number outstanding before this offering 11,500,000 shares of Class B common stock(2)(3) Number outstanding after this offering and the private placement 40,900,000 shares of Class A common stock and 10,000,000 shares of Class B common stock(1)(3) Redeemable Warrants: Number outstanding before this offering 0 Number of warrants to be outstanding after this offering and the private placement 13,633,333(1) Exercisability Each whole warrant is exercisable to purchase one share of our Class A common stock and only whole warrants are exercisable. We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of an initial business combination as compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive initial business combination partner for target businesses. (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 1,500,000 founder shares. (2) Includes up to 1,500,000 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. (3) The shares of Class B common stock are convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. TABLE OF CONTENTS Exercise price $11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination (not including any securities to be issued in connection with the forward purchase agreement to be entered into with our sponsor) at an issue price or effective issue price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor, initial stockholders or their affiliates, without taking into account any founder shares held by them prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of each warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of warrants for cash will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, or 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 business days after the closing of our initial business combination, and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business TABLE OF CONTENTS day after the closing of our initial business combination, warrantholders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our commercially reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation; provided, however, that the private placement warrants issued to our sponsor will not be exercisable more than five years from the effective date of the registration statement of which this prospectus forms a part in accordance with FINRA Rule 5110(g). On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which we send the notice of redemption to the warrantholders. We will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of TABLE OF CONTENTS common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our commercially reasonable best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the volume weighted average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section of this prospectus entitled Description of Securities Redeemable Warrants Public Stockholders Warrants for additional information. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Election of directors; voting rights Prior to the consummation of our initial business combination, only holders of our Class B common stock will have the right to vote on the election of directors. Holders of the Class A common stock will not be entitled to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved by at least 90% of our common stock voting at a stockholder meeting. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by applicable law or stock exchange rule, holders of our Class A common stock and holders of our Class B common stock will vote together as a single class, with each share entitling the holder to one vote. Private placement at initial business combination Our sponsor has committed, pursuant to a forward purchase contract with us, to purchase, in a private placement for gross proceeds of $15,000,000 to occur concurrently with the consummation of our initial business combination, 1,500,000 of our units on substantially the same terms as the sale of units in this offering at $10.00 per unit, and 375,000 shares of Class A common stock. The funds from the sale of units will be used as TABLE OF CONTENTS part of the consideration to the sellers in the initial business combination; any excess funds from this private placement will be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their public shares and provides us with a minimum funding level for the initial business combination. Founder shares In January 2020, our sponsor purchased an aggregate of 11,500,000 founder shares for an aggregate purchase price of $25,000. On September 23, 2020, we effectuated a 1.25-for-1 stock split. On November 3, 2020, our sponsor returned to us, at no cost, an aggregate of 2,875,000 founder shares, which we cancelled, resulting in an aggregate of 11,500,000 founder shares outstanding and held by our sponsor (up to 1,500,000 of which are subject to forfeiture by our sponsor if the underwriters over-allotment option is not exercised in full). In addition, in December 2020, our sponsor transferred 15,000 founder shares to each of Mr. Louis Zurita and Ms. Charlotte Blechman, our independent directors (none of which are subject to forfeiture in the event that the underwriters over-allotment option is not exercised in full). Prior to the initial investment in the company by our sponsor, the company had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering (not including the shares of Class A common stock underlying the private placement units). As such, our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering and not including the shares of Class A common stock underlying the private placement units). Neither our sponsor nor any of our officers or directors have expressed an intention to purchase any units in this offering. Up to 1,500,000 founder shares will be subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised so that our initial stockholders will maintain ownership of 20% of our common stock after this offering (not including the shares of Class A common stock underlying the private placement units). We will effect a stock dividend or share contribution prior to this offering should the size of the offering change, in order to maintain such ownership percentage. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the election of directors prior to the consummation of our initial business combination; the founder shares are shares of Class B common stock that automatically convert into shares of our Class A TABLE OF CONTENTS common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame. pursuant to a letter agreement with us, our sponsor, officers and directors have agreed to vote any founder shares and private placement shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination. If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. As a result, in addition to our initial stockholders founder shares and private placement shares, we would need only 14,550,001, or 36.4%, of the 40,000,000 public shares sold in this offering to be voted in favor of an initial business combination (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised); and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares or any of the additional 375,000 shares of Class A common stock issuable to our sponsor at the time of TABLE OF CONTENTS the initial business combination pursuant to the forward purchase contract, until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under the section of this prospectus entitled Principal Stockholders Restrictions on Transfers of Founder Shares, Private Placement Units and Forward Purchase Units ). Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Founder shares conversion and anti-dilution rights The shares of Class B common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this prospectus and related to the closing of the initial business combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering (not including the shares of Class A common stock underlying the private placement units) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any private placement-equivalent warrants issued to our sponsor or its affiliates upon conversion of loans made to us and any securities issued pursuant to the forward purchase contract). The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities TABLE OF CONTENTS could be deemed issued for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Voting Rights Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote per share, except with respect to the voting for directors prior to our initial business combination as set forth above. Private placement units and underlying securities Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 900,000 private placement units, at a price of $10.00 per unit ($9,000,000 in the aggregate) in a private placement that will occur simultaneously with the closing of this offering. The private placement units are identical to the units sold in this offering except that the private placement warrants included therein, so long as they are held by our sponsor or its permitted transferees, (i) will not be redeemable by us, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis, (iv) will be entitled to registration rights and (v) for so long as they are held by our sponsor, will not be exercisable more than five years from the effective date of the registration statement of which this prospectus forms a part in accordance with FINRA Rule 5110(g). A portion of the purchase price of the private placement units will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $400.0 million (or $460.0 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private placement units held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement units will expire worthless. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement units and underlying securities The private placement units (including the underlying private placement warrants, the private placement shares and the shares of Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business TABLE OF CONTENTS combination (except as described under the section of this prospectus entitled Principal Stockholders Restrictions on Transfers of Founder Shares, Private Placement Units and Forward Purchase Units ). Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average volume weighted average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement units must be deposited in a trust account. Of the net proceeds of this offering and the sale of the private placement units, $400,000,000, or $10.00 per unit ($460,000,000, or $10.00 per unit, if the underwriters over-allotment option is exercised in full) will be placed into a trust account in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceeds from this offering and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this TABLE OF CONTENTS offering or (ii) with respect to any other provision relating to stockholders rights or pre-business combination activity, and (c) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes from interest, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof. Based upon current interest rates, we expect the trust account to generate approximately $400,000 of interest annually assuming an interest rate of 0.1% per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement units not held in the trust account, which will be approximately $250,000 in working capital after the payment of approximately $750,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, including the $1,750,000 loan commitment made by our sponsor for working capital, although they are under no obligation to advance additional funds or invest in us, and provided that any such loans (i) will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of an initial business combination and (ii) will not be convertible into our securities and the holders will not have any recourse against us to issue securities in conversion thereof. Conditions to completing our initial business combination So long as we obtain and maintain a listing for our securities on Nasdaq, we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If TABLE OF CONTENTS our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. There is no limitation on our ability to raise funds privately, including pursuant to any specified future issuance, or through loans in connection with our initial business combination. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons, including an Affiliated Joint Acquisition as described above. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. TABLE OF CONTENTS Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, officers, advisors or any of their respective affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions prior to completion of our initial business combination. See Proposed Business Permitted purchases of our securities for a description of how our initial stockholders, directors, officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. TABLE OF CONTENTS Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares or private placement shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination or otherwise. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using the Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by applicable law or stock exchange listing requirements TABLE OF CONTENTS or we choose to seek stockholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. Whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may only redeem our public shares so long as our net tangible assets are at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other legal reasons, we will: TABLE OF CONTENTS conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares, private placement shares and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares and private placement shares, we would need only 14,550,001, or 36.4%, of the 40,000,000 public shares sold in this offering to be voted in favor of an initial business combination (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised). We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares. TABLE OF CONTENTS Our amended and restated certificate of incorporation will provide that we may only redeem our public shares so long as our net tangible assets are at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. Limitation on redemption rights of stockholders holding more than 15%of the shares sold in this offering if we hold a stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against an initial business combination if such holder s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting TABLE OF CONTENTS our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Redemption rights in connection with proposed amendments to our certificate of incorporation Our amended and restated certificate of incorporation provides that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, other than with respect the right of only our holders of shares of Class B common stock to vote for directors prior to our initial business combination, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law, or DGCL, or applicable stock exchange rules. Under our amended and restated certificate of incorporation, we may not issue additional securities that can vote with common stockholders on matters related to our pre-initial business combination activity, on any amendment to certain provisions of our amended and restated certificate of incorporation or on our initial business combination, or that would entitle holders thereof to receive funds from the trust account. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering and not including the shares of Class A common stock underlying the private placement units), will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provision relating to stockholders rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us pursuant to which they have agreed to TABLE OF CONTENTS waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination. We will use the remaining funds to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination, including the fee payable to CF&Co pursuant to the Business Combination Marketing Agreement described under Underwriting (Conflicts of Interest) Business Combination Marketing Agreement, which fee we refer to throughout this prospectus as the Marketing Fee. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A common stock, we may apply the balance of the cash released to us from the trust account, as well as the $15,000,000 private placement described elsewhere in this prospectus, for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption TABLE OF CONTENTS rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the allotted time period. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares or private placement shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our initial stockholders acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time period. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, non-cash payments, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is) other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor, which our sponsor has committed to cover offering-related and organizational expenses; Repayment to our sponsor for office space, administrative and shared personnel support services, in an amount equal to $10,000 per month; Either our sponsor will transfer up to 15,000 founder shares to each of our independent directors or we will pay cash fees to such directors, at our discretion; Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; Repayment of loans, including the $1,750,000 loan commitment made by our sponsor for working capital, which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto (provided that in no event will such loans be convertible into our securities); and Payment to CF&Co of its underwriting discount, Marketing Fee, fees for any financial advisory, placement agency or other similar investment banking services CF&Co may provide to our company in the future, including in connection with the closing of our TABLE OF CONTENTS initial business combination, and reimbursement of CF&Co for any out-of-pocket expenses incurred by it in connection with the performance of such services. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit Committee We will establish and maintain an audit committee, which will initially be composed of three directors, including one independent director, to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. We intend to appoint one additional independent director to our audit committee to replace our non-independent member within one year following this offering pursuant to the Nasdaq phase-in provisions for initial public offerings. For more information, see the section of this prospectus entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest We, our sponsor and CF&Co are controlled by Cantor. CF Group Management, Inc. ( CFGM ) is the managing general partner of Cantor and Howard W. Lutnick, our Chairman and Chief Executive Officer, is the trustee of CFGM s sole stockholder. Therefore, we are deemed to be an affiliate of CF&Co, a member of the Financial Industry Regulatory Authority or FINRA. As a result, CF&Co is deemed to have a conflict of interest under Rule 5121(f)(5) of the Conduct Rules of FINRA. Accordingly, this offering will be made in compliance with Rule 5121 of FINRA s Conduct Rules, which prohibits CF&Co from making sales to discretionary accounts without the prior written approval of the account holder and requires that a qualified independent underwriter, as defined by FINRA participate in the preparation of the registration statement and exercise the usual standard of due diligence with respect to such document. We have engaged Odeon Capital Group LLC, or Odeon, to be the qualified independent underwriter and participate in the preparation of the registration statement and exercise the usual standards of due diligence in respect thereto. We agreed to pay Odeon a fee of $100,000 upon the completion of this offering in consideration for its services and expenses as the qualified independent underwriter. Odeon will receive no other compensation. All of our officers are employed by Cantor or its affiliates. Cantor is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for an initial business combination. While Cantor will not have any duty to offer acquisition opportunities to us, Cantor may become aware of a potential transaction that is an attractive opportunity for us, which Cantor may decide to share with us. In addition, our officers and directors may have a duty to offer acquisition opportunities to other entities to which they owe duties or clients of affiliates of our sponsor. TABLE OF CONTENTS As a result, affiliates of our sponsor and their respective clients may compete with us for acquisition opportunities in the same industries and sectors as we may target for our initial business combination. If any of them decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Cantor, including by any of our officers and other persons who may make decisions for the company, may be suitable both for us and for affiliates of our sponsor or any of their respective clients, and will be directed initially to such persons rather than to us. None of Cantor nor members of our management team who are also employed by Cantor or any of its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware unless it is offered to them solely in their capacity as a director or officer of the Company and after they have satisfied their contractual and fiduciary obligations to other parties. Our sponsor, officers, directors, Cantor and their affiliates may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. In particular, certain of our executive officers and directors also serve as executive officers or directors of the Prior Cantor SPACs, each of which is focused on searching for businesses that may provide significant opportunities for attractive investor returns in industries similar to the industries in which our search is focused. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. As described herein, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities, including Cantor SPAC II, in the event that the transaction with View is not consummated, and Cantor SPAC III. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, including Cantor SPAC II, in the event that the transaction with View is not consummated, and Cantor SPAC III, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us (including as described above). These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. The potential conflicts described above may limit our ability to enter into a business combination or other transactions. These circumstances could give rise to numerous situations where interests may conflict. There can be no assurance that these or other conflicts of interest with the potential for adverse effects on the Company and investors will not arise. TABLE OF CONTENTS Notwithstanding the foregoing and in addition to the forward purchase obligation described elsewhere in this prospectus, we may, at our option, pursue an Affiliated Joint Acquisition. We do not expect that we would pursue any such opportunity with a Prior Cantor SPAC. This would only occur, though, if (i) permitted by applicable regulatory and other legal limitations; (ii) we and Cantor considered a transaction to be mutually beneficial to us as well as the affiliated entity; and (iii) other business reasons exist to do so, such as the strategic merits of including such co-investors, the need for additional capital beyond the amount held in our trust account to fund the initial business combination and/or the desire to obtain committed capital for closing the initial business combination. An Affiliated Joint Acquisition could involve a co-investment with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the initial business combination. Any such Affiliated Joint Acquisition or specified future issuance would be in addition to, and would not include, the forward purchase securities issued pursuant to the forward purchase contract. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less interest released to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. TABLE OF CONTENTS RISKS We are a company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see the section of this prospectus entitled Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors beginning on page 37 of this prospectus. TABLE OF CONTENTS SUMMARY FINANCIAL DATA The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. September 30, 2020 Actual Balance Sheet Data: Working capital (deficiency) $(156,310) Total assets 205,805 Total liabilities 181,310 Stockholders equity $24,495 If no initial business combination is completed within 24 months from the closing of this offering, the proceeds then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement shares held by them if we fail to complete our initial business combination within the allotted time period. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001825254_americas_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001825254_americas_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001825254_americas_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001825724_population_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001825724_population_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..89dd34352a213d2aea08cde82ea64c4312cfa3b4
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001825724_population_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 d48600ds1a.htm S-1/A S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on November 12, 2020. Registration No. 333-249756 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Population Health Investment Co., Inc. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1556837 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) One World Financial Center New York, New York 10281 Tel: (212) 993-3113 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) Clive Meanwell Chief Executive Officer One World Financial Center New York, New York 10281 Tel: (212) 993-3113 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Gregory P. Patti, Jr., Esq. Cadwalader, Wickersham & Taft LLP 200 Liberty Street New York, New York 10281 (212) 504-6000 Deanna Kirkpatrick Derek J. Dostal Roshni Banker Cariello Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (650) 752-2000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities Act ), check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of each class of security being registered Amount being registered Proposed maximum offering price per security(1) Proposed maximum aggregate offering price(1) Amount of registration fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of a redeemable Warrant to acquire one Class A ordinary share(2) 17,250,000 units $10.00 $172,500,000 $18,819.75 Class A ordinary shares included as part of the Units(3) 17,250,000 shares (4) Redeemable warrants to acquire one Class A ordinary share included as part of the Units(3) 5,750,000 warrants (4) Total $172,500,000 $18,819.75(5) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. (2) Includes 2,250,000 Units, consisting of 2,250,000 Class A ordinary shares and 750,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and neither we nor the underwriters take any responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. Summary This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association of the Company in place upon consummation of this offering; Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; company, we, us, our, or our company are to Population Health Investment Co., Inc., a Cayman Islands exempted company; founders are to Clive Meanwell, our Chief Executive Officer, and Ian Read, our Executive Chairman; founder shares are to our Class B ordinary shares initially issued to our sponsor, and any such shares transferred to our directors, in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to our sponsor and each other holder of founder shares upon the consummation of this offering; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; our founding team are to our executive officers and directors (including our director nominees who will become directors at the consummation of this offering); private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shareholders are to the holders of our public shares, including our sponsor and founding team to the extent our sponsor and/or members of our founding team purchase public shares, provided that our sponsor s and each member of our founding team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares to be sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and sponsor are to Population Health Investment Holding, Inc., a Cayman Islands exempted company. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated November 12, 2020 $150,000,000 Population Health Investment Co., Inc. 15,000,000 units Population Health Investment Co., Inc. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 2,250,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Population Health Investment Holding, Inc., has agreed to purchase 3,333,333 warrants (or 3,633,333 warrants if the underwriters over-allotment option is exercised in full), at a price of $1.50 per warrant in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $5,000,000 (or $5,450,000 if the over-allotment option is exercised in full) that will close simultaneously with the closing of this offering. Each private warrant is identical to the public warrants sold in this offering, subject to certain limited exceptions as described in this prospectus. Our sponsor has indicated a potential interest to purchase our shares in a private placement that would occur concurrently with the consummation of our initial business combination. It is expected that the capital from any such private placement, if made, would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from any such private placement would be used for working capital in the post-transaction company. Sponsor is under no obligation to buy any such shares and we are not under any obligation to sell any such shares. Such investment would be made on terms and conditions determined at the time of the business combination. Our initial shareholders currently own 4,312,500 Class B ordinary shares (up to 562,500 of which are subject to forfeiture) which will automatically convert into Class A ordinary shares at the time of our initial business combination as described herein. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Currently, there is no public market for our securities. We have applied to have our units listed on The Nasdaq Capital Market, or Nasdaq, under the symbol PHICU. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on Nasdaq under the symbols PHIC and PHICW, respectively, on the 52nd day following the date of this prospectus unless J.P. Morgan Securities, LLC informs us of its decision to permit earlier separate trading and we have satisfied certain conditions described herein. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 38 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per unit Total Public offering price $ 10.00 $ 150,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 8,250,000 Proceeds, before expenses, to us $ 9.45 $ 141,750,000 (1) Includes $0.35 per unit, or $5,250,000 in the aggregate (or $6,037,500 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $150.0 million, or $172.5 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Book-running manager J.P. Morgan , 2020 Table of Contents Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001825786_diamond_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001825786_diamond_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c42f34ec784b530c3248c8c54ea1913d8410f101
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001825786_diamond_prospectus_summary.txt
@@ -0,0 +1,1974 @@
+PROSPECTUS SUMMARY
+
+This is only a summary of the prospectus and, while it contains material information about the Trust and its Shares, it does not contain or summarize all of the information about the Trust and the Shares contained in this prospectus that is material and/or which may be important to investors. Investors should read this entire prospectus, including "Risk Factors" beginning on page 13, before making an investment decision about the Shares. Definitions used in this Prospectus can be found in the Glossary of Defined Terms.
+
+Trust Structure
+
+Diamond Standard Trust is a Delaware statutory trust, formed on September 18, 2020. The Trust primarily holds Diamond Standard Bars and Coins and is expected from time to time to issue Share Baskets in exchange for deposits of Diamond Standard Bars and Coins and to distribute Diamond Standard Bars and Coins in connection with redemptions of Share Baskets. The investment objective of the Trust is for the Shares to reflect the performance of the market price of Diamond Standard Bars and Coins, less the Trust's expenses. The Sponsor believes that, for many investors, the Shares will represent a cost-effective investment similar to an outright investment in the Diamond Standard Bar and Coin. The material terms of the Trust Agreement are discussed in greater detail under the section "Description of the Trust Agreement." The Shares represent units of fractional undivided beneficial interest in and ownership of the Trust and are expected to be traded, subject to notice of issuance, under the ticker symbol "DIAM" on NYSE ARCA.
+
+The Trust s Sponsor is Diamond Standard, LLC, a Delaware limited liability company formed on [DATE]. The Shares are not obligations of, and are not guaranteed by the Sponsor, or any of its subsidiaries or affiliates.
+
+The Sponsor will arrange for the creation of the Trust, the registration of the Shares for their public offering in the United States and the listing of the Shares on NYSE ARCA. In consideration for a monthly fee (the "Sponsor's Fee") which will accrue at an annualized rate of [ &nbsp]% of the daily ANAV of the Trust, the Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust: the Trustee's monthly fee and out-of-pocket expenses, the Physical Custodian's fee and expenses reimbursable under the Trust Custody Account Agreement, the Digital Custodian's fee and expenses reimbursable under the Trust Custody Account Agreement, marketing support fees and expenses, Exchange listing fees, SEC and FINRA registration fees, printing and mailing costs, maintenance expenses for the Trust's website, audit fees, other related costs and up to $150,000 per annum in legal expenses.
+
+The Trustee is [TRUSTEE]. The Trustee is generally responsible for the day-to-day administration of the Trust. This includes (1) calculating the NAV of the Trust and the NAV per Share, (2) receiving and processing orders from Authorized Participants to create and redeem Share Baskets and coordinating the processing of such orders with the Physical Custodian and The Depository Trust Company ("DTC"), (3) instructing the Physical Custodian to transfer the Trust's Diamond Standard Bars and/or Coins, or sell the Trust's Diamond Standard Bars and/or Coins, as needed to pay the Sponsor's Fee and Trust expenses advanced by the Sponsor and (4) instructing the Physical Custodian to sell the Trust's Diamond Standard Bars and/or Coins as needed to pay any extraordinary Trust expenses that are not assumed or advanced by the Sponsor. Such Diamond Standard Bar and/or Coin transfers or sales are expected to occur when the amount owed equals or exceeds the value of one Diamond Standard Coin. The general role, responsibilities and regulation of the Trustee are further described in "The Trustee."
+
+The Physical Custodian is [PHYS CUSTODIAN] The Physical Custodian is responsible for the safekeeping of the Trust's Diamond Standard Bars and Coins deposited with it by Authorized Participants in connection with the creation of Share Baskets. The Physical Custodian also facilitates the transfer of Diamond Standard Bars and Coins in and out of the Trust through custody accounts it will maintain for the Trust, Authorized Participants and the Sponsor. [PHYS CUSTODIAN] has arranged for physical storage of the Diamond Standard Bars and Coins at a sub-custodian, Dillon Gage, a provider of precious metal custody, with a Class III vaulting premise in Delaware. Dillon Gage is approved as a precious metals custodian by COMEX and LBMA and maintains a $1 billion insurance policy underwritten by a Lloyds of London syndicate. The Physical Custodian, with vaulting services provided by the sub-custodian, will hold the Trust's Diamond Standard Bars and Coins at the Dillon Gage Class III vaulting premises on a segregated basis, inside Diamond Standard Smart Cabinets, which provide constant audit and authentication of all Diamond Standard Bars and Coins, and permits transactions of the Diamond Standard Bars and Coins by transacting the associated digital asset tokens. The general role, responsibilities and regulation of the Physical Custodian are further described in "The Physical Custodian" and "Custody of the Trust's Diamond Standard Bars and Coins."
+
+The Digital Custodian is [DIGITAL CUSTODIAN]. The Digital Custodian is responsible for the safekeeping of the keys to the Trust's digital asset blockchain tokens that accompany Diamond Standard Bars and Coins deposited with it by Authorized Participants in connection with the creation of Share Baskets. The Digital Custodian also facilitates the transfer of Diamond Standard Bars and Coins in and out of the Trust through custody accounts it will maintain for the Trust, Authorized Participants and the Sponsor, by transacting the blockchain tokens. The Digital Custodian is a provider of digital asset custody services, and a wholly owned subsidiary of [DIGITAL CUSTODIAN], a diversified financial company with assets under administration of $x.0 trillion, and discretionary assets of $x.0 trillion. The Digital Custodian will hold the encryption keys to the Trust's digital asset blockchain tokens that accompany Diamond Standard Bars and Coins at the Digital Custodian's xxx facility on a segregated basis. The general role, responsibilities and regulation of the Digital Custodian are further described in "The Digital Custodian" and "Custody of the Trust's Digital Tokens that Accompany the Diamond Standard Bars and Coins."
+
+Detailed descriptions of certain specific rights and duties of the Trustee, the Physical Custodian and the Digital Custodian are set forth in "Description of the Trust Agreement," "Description of the Trust Physical Custody Account Agreement," and "Description of the Trust Digital Custody Account Agreement."
+
+Trust Overview
+
+The investment objective of the Trust is for the Shares to reflect the performance of the market price of Diamond Standard Bars and Coins, less the expenses of the Trust's operations. The Diamond Standard Bar and Coin are new regulator-approved diamond commodities, designed to be fungible and market-traded. The Diamond Standard commodities have been established pursuant to the methodology developed by Diamond Standard, Inc., and Diamond Standard Ltd., for the creation of fungible diamond commodities. The diamonds embedded inside a Diamond Standard Bar or Coin each have a GIA Diamond Grading Report or Diamond Dossier Report, and each Bar or Coin contain a Diamond Standard encryption chip and blockchain token for authentication purposes. To learn about this new, regulator-approved commodity, see DIAMOND STANDARD BARS AND COINS on page 31.
+
+The Shares are designed for investors who want a cost-effective, transparent and convenient way to make an investment similar to an outright investment in Diamond Standard Bars and Coins. Advantages of investing in the Shares include:
+
+Easily Accessible and Relatively Cost Efficient. The Trust allows investors access to the Diamond Standard Bar and Coin markets through a traditional brokerage account. The Sponsor believes that investors will be able to more effectively implement strategic and tactical asset allocation strategies that use diamond commodities by using the Shares instead of traditional means of purchasing, trading, holding and storing diamonds and, for many investors, transaction costs related to the Shares will be lower than those associated with the purchase, storage and insurance of diamonds, or the Diamond Standard commodities.
+
+Exchange Traded and Transparent. The Shares may be bought and sold on NYSE ARCA like any other exchange-listed securities, and the Shares regularly trade until 4:00 p.m. New York time. This provides investors with an efficient means to implement various investment strategies and allows investors to be long or short in their exposure to Diamond Standard Bars and Coins, which cannot be achieved when holding diamonds or Diamond Standard Bars and Coins. Furthermore, the value of the Trust's holdings will be reported on the Trust's website daily.
+
+Expenses. The Sponsor's Fee associated with the Trust and the Sponsor's assumption of most regular expenses of the Trust are competitive factors that may influence an investor's decision to purchase Shares.
+
+Redeemable. Assets of the Trust, the Diamond Standard Bars and/or Coins, may be physically obtained by investors who deliver shares to the trust.
+
+Although the Sponsor believes that an investment in the Trust provides certain advantages, as set forth above, relative to an investor's direct investment in diamonds, or Diamond Standard Bars and Coins, investing through the Trust does impose an added layer of fees, expenses, and risks that would not necessarily apply in the case of a direct investment in diamonds or Diamond Standard Bars and Coins.
+
+The Trust will acquire and sell Diamond Standard Bars and Coins in connection with the creation and redemption of shares of the Trust (the "Share Basket").
+
+The Trustee will utilize the Diamond Standard authentication, audit and blockchain based transaction technology to inspect and verify that each Diamond Standard Bar or Coin delivered to the Physical Custodian conforms to the Required Delivery Standards. The Required Delivery Standards include the specifications set forth in the Trust Agreement for Diamond Standard Bars and Coins and require that all such Diamond Standard Bars and Coins are in compliance.
+
+ 
+
+Trust and Custody Diagram
+
+The following chart shows the relationship of the Trust and other parties upon the closing of this offering.
+
+ 
+
+ 
+
+Market and Investor Interaction Diagram
+
+The following chart illustrates the process of creating and redeeming shares in the fund, by authorized participants purchasing or selling the commodities, the NAV pricing of the commodities held by the fund, and the fund administration.
+
+ 
+
+ 
+
+Summary Risk Factors
+
+An investment in the Trust involves significant risks and uncertainties described in the section below entitled "Risk Factors" and elsewhere in this Prospectus. Some of these risks include:
+
+fluctuations in the value of shares based upon the price of the Diamond Standard Bars and Coins held by the Trust, which could create the potential for losses, regardless of the period of time that shares are held;
+
+substantial sales of Diamond Standard Bars and Coins by other funds or institutions could adversely affect an investment in the shares;
+
+the fact that the Trust does not actively trade Diamond Standard Bars and Coins to take advantage of short-term market fluctuations in their prices;
+
+the fact that each sale of Diamond Standard Bars and Coins by the Trust will be a taxable event for investors; and
+
+the fact that any gain recognized by a U.S. investor who or that is an individual, estate or trust attributable to a sale or exchange of shares held for more than one year, or attributable to the Trust s sale of any Diamond Standard Bars and Coins that the investor is treated (through his, her or its ownership of shares) as having held for more than one year, generally will be subject to federal income tax at a maximum rate of 28% rather than the lower maximum rates applicable to most other long-term capital gains such an investor recognizes
+
+Principal Offices
+
+The Trust's and Sponsor s office is located at 22 W 48th Street, 9th Floor, New York, NY 10036. The telephone number is (646) 926-7622. The Trustee, [TRUSTEE], has a trust office at [TBD]. The Physical Custodian has an office at [TBD].
+
+Emerging Growth Company Status
+ The Trust is an "emerging growth company," as defined in the JOBS Act, and is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and reduced disclosure obligations that are not otherwise applicable to the Trust. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.; however, the Trust is choosing to "opt out" of such extended transition period, and as a result, the Trust will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that the Trust's decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. Section 107 of the JOBS Act provides that the Trust's decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.
+
+THE OFFERING
+
+Offering
+
+The Shares represent units of fractional undivided beneficial interest in and ownership of the Trust.
+
+Use of Proceeds
+
+The Trust will receive Diamond Standard Bars and Coins in connection with the issuance and sale of Share Baskets. Diamond Standard Bars and Coins are held by the Custodians on behalf of the Trust until distributed to Authorized Participants in connection with the redemption of Share Baskets, disbursed or sold to pay the Sponsor s Fee and Trust expenses advanced by the Sponsor, distributed to shareholders in connection with the redemption of Shares, or sold as needed to pay the Trust s expenses not assumed or advanced by the Sponsor.
+
+Exchange Symbol
+
+DIAM on NYSE ARCA
+
+CUSIP
+
+[____]
+
+The Holdings: Diamond Standard Bars and Coins
+
+Diamond Standard Bars and Coins are a new regulator-approved diamond commodity. Every commodity contains a statistically calibrated set of natural diamonds, with an aggregate gemological scarcity equal to a public standard. The commodities are engineered to be fungible, to trade at a single market price. The diamonds inside each bar are ten times the total gemological scarcity of the diamonds inside each the coin. Like gold, Diamond Standard Bars and Coins are priced by the market and traded on various spot markets and on MGEX via the CME Globex platform subject to CFTC approval.
+
+Creation Unit (Custom Basket)
+
+To keep costs low and permit the fund to be as fully invested as possible, because Diamond Standard Bars and Coins are indivisible, Shares will be created and redeemed by Authorized Participants in Creation Units comprised of either two (2) Diamond Standard Bars, or twenty (20) Diamond Standard Coins, or one (1) Diamond Standard Bars plus ten (10) Diamond Standard Coins.
+
+Creation and Redemption
+
+The Trust will create and redeem the Shares from time to time, but only in one or more whole Share Baskets as established by one (1) Creation Unit. The number of Shares in a Share Basket depend on the then-current market price of the Creation Unit and the then-current NAV per Share:
+
+Share Basket = Market Price of Creation Unit / NAV per Share
+
+The creation and redemption of Share Baskets will be affected in kind and requires the delivery to the Trust or the distribution by the Trust of the number of Creation Units represented by the Share Basket being created or redeemed.
+
+Share Baskets may be created or redeemed only by Authorized Participants, who will pay a Transaction Fee for each order to create or redeem Share Baskets and may sell the Shares included in the Share Baskets they create to other investors. The Trust will not issue or redeem fractional Share Baskets. See "Creation and Redemption of Shares" for more details.
+
+ 
+
+If there is a difference between the NAV attributable to a Creation Unit and the aggregate market value of the Share Basket exchanged for the Creation Unit, the party conveying instruments with the lower value will also pay to the other an amount in cash equal to that difference ("Balancing Amount").
+
+Net Asset Value
+
+The NAV of the Trust is the aggregate value of the Trust s assets less its liabilities (which include estimated accrued but unpaid fees and expenses). In determining the NAV of the Trust, the Trustee will value the Diamond Standard Bar and Coin each at its Closing Price on the designated fix exchange. See "Overview of the Diamond Industry" and "The Price-Fixing Exchange" for a description of the market prices of Diamond Standard Bars and Coins and the NAV calculation.
+
+ 
+
+The Trustee will determine the NAV of the Trust on each day that NYSE ARCA is open for regular trading, as promptly as practicable after 4:00 p.m. New York time. If no Fix Price is reported by 4:00 p.m. on a particular evaluation day or has not been announced by 4:30 p.m. New York time on a particular evaluation day, the next most recent fix price of Diamond Standard Bars and Coins will be used in the determination of the NAV of the Trust, unless the Sponsor determines that such price is inappropriate to use as a basis for such determination. The Trustee will also determine the NAV per Share, which equals the NAV of the Trust, divided by the number of outstanding Shares.
+
+Trust
+
+The Trust s ordinary recurring charges are expected to be the remuneration due to the Sponsor (the "Sponsor s Fee") and the Grading Company. In exchange for the Sponsor s Fee, the Sponsor has agreed to (1) assume the ordinary administrative and marketing expenses that the Trust is expected to incur and (2) advance the payment of Trust expenses not otherwise assumed by the Sponsor, which advances shall be repaid when the Sponsor s Fee is paid. The Sponsor will also pay the costs of the Trust s organization and the initial sale of the Shares, including the applicable SEC and FINRA registration fees.
+
+The Sponsor s Fee and Trust Expenses
+
+The Sponsor s Fee will be payable monthly in arrears and will accrue daily at an annual rate equal to [ &nbsp]% of the daily ANAV of the Trust. The Sponsor s Fee will be payable in kind in Diamond Standard Bars or Coins, and/or in cash. The Sponsor, from time to time, may waive all or a portion of the Sponsor s Fee at its discretion for stated periods of time. The Sponsor is under no obligation to continue a waiver after the end of such stated period, and, if such waiver is not continued, the Sponsor s Fee will thereafter be paid in full. Presently, the Sponsor does not intend to waive any of its fee.
+
+ 
+
+The Trustee will from time to time instruct the Custodians to sell and/or deliver Diamond Standard Bars and Coins in such quantity as may be necessary to permit payment of the Sponsor's Fee and Trust expenses advanced by the Sponsor and instruct the Custodians to sell or deliver Diamond Standard Bars and Coins in such quantity as may be necessary to permit payment in cash of Trust expenses not assumed or advanced by the Sponsor. The Trustee will endeavor to sell Diamond Standard Bars and Coins at such times and in the smallest amounts required to permit such cash payments as they become due, it being the intention to avoid or minimize the Trust's holdings of assets other than Diamond Standard Bars and Coins (i.e., cash); provided, however, the Trustee shall not instruct the Custodians to, and the Custodians shall not, deliver or sell Diamond Standard Bars and Coins except in one or more whole Diamond Standard Bars and Coins. 
+
+ 
+
+The Sponsor has agreed to advance expenses of the Trust so as to allow the Trustee to only deliver or sell whole Diamond Standard Bars and Coins when the amount of the Sponsor s Fee and unpaid advances of Trust expenses made by the Sponsor equals or exceeds the value of one or more whole Diamond Standard Bars and Coins. The number of Diamond Standard Bars and Coins to be sold will vary from time to time depending on the level of the Trust s expenses and the Fix Price calculation. See "Business of the Trust—Trust Expenses."
+
+ 
+
+Each delivery or sale of Diamond Standard Bars and Coins by the Trust to pay the Sponsor s Fee or other expenses will be a taxable event to Shareholders. See "United States Federal Tax Consequences—Taxation of US Shareholders."
+
+Taxation
+
+Under current law, gains recognized by individuals from the sale of "collectibles," including Diamond Standard Bars and Coins, held for more than one year are taxed at a maximum federal income tax rate of 28%, rather than the 15% or 20% rate applicable to most other long-term capital gains.
+
+Termination Events
+
+The Trustee will terminate and liquidate the Trust if one of the following events occurs:
+
+ 
+
+ the Shares are delisted from NYSE ARCA and are not approved for listing on another national securities exchange within 5 business days of their delisting;
+
+ 
+
+ The Fix Price is no longer available, and a substitute pricing measure has not been identified within 5 business days.
+
+ 
+
+ Shareholders acting in respect of at least 75% of the outstanding Shares notify the Trustee that they elect to terminate the Trust;
+
+ 
+
+ 60 days have elapsed since the Trustee notified the Sponsor of the Trustee's election to resign and a successor trustee has not been appointed and accepted its appointment;
+
+ 
+
+ any sole Physical Custodian then acting resigns or is removed and no successor custodian has been employed within 60 days of such resignation or removal;
+
+ 
+
+ the SEC determines that the Trust is an investment company under the Investment Company Act of 1940 and the Trustee has actual knowledge of that determination;
+
+ 
+
+ the CFTC determines that the Trust is a commodity pool under the CEA and the Trustee has actual knowledge of that determination;
+
+ 
+
+ the aggregate market capitalization of the Trust, based on the closing price for the Shares, was less than $[___] million (as adjusted for inflation by reference to the US Consumer Price Index) at any time after the first anniversary after the Trust's formation and the Trustee receives, within six months after the last trading date on which the aggregate market capitalization of the Trust was less than $[___] million, notice from the Sponsor of its decision to terminate the Trust;
+
+ 
+
+ the Trust fails to qualify for treatment, or ceases to be treated, for US federal income tax purposes, as a grantor trust, and the Trustee receives notice from the Sponsor that the Sponsor determines that, because of that tax treatment or change in tax treatment, termination of the Trust is advisable;
+
+ 
+
+ 60 days have elapsed since DTC ceased to act as depository with respect to the Shares and the Sponsor has not identified another depository which is willing to act in such capacity; or
+
+ 
+
+ the Trustee elects to terminate the Trust after the Sponsor is deemed conclusively to have resigned effective immediately as a result of the Sponsor being adjudged bankrupt or insolvent, or a receiver of the Sponsor or of its property being appointed, or a trustee or liquidator or any public officer taking charge or control of the Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.
+
+ 
+
+Upon the termination of the Trust, the Trustee will arrange for the sale of the Trust s Diamond Standard Bars and Coins and, after paying or making provision for the Trust s liabilities, distribute the cash proceeds to Shareholders surrendering Shares. See "Description of the Trust Agreement—Termination of the Trust."
+
+Authorized Participants
+
+Share Baskets may be created or redeemed only by Authorized Participants. Each Authorized Participant must (1) be a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions, (2) be a DTC Participant, (3) have entered into an agreement with the Trustee and the Sponsor (the "Authorized Participant Agreement") and (4) have entered into an Authorized Participant Custody Account Agreement with the Physical Custodian and the Digital Custodian. The Authorized Participant Agreement provides the approved procedures for the creation and redemption of Share Baskets, the delivery of Diamond Standard Bars and Coins required for such creations or redemptions and the payment of the Transaction Fee for any creation or redemption order. A list of the current Authorized Participants can be obtained from the Trustee or the Sponsor. See "Creation and Redemption of Shares" for more details.
+
+Clearance and Settlement
+
+The Shares will be evidenced by one or more global certificates that the Trustee will issue to DTC. The Shares will be available only in book-entry form. Shareholders may hold their Shares through DTC, if they are participants in DTC, or indirectly through entities that are participants in DTC.
+
+Summary of Financial Condition
+
+As of the close of business on [______], the date of formation of the Trust, the NAV of the Trust, which represents the value of the Diamond Standard Bars and Coins deposited into and held by the Trust in exchange for the Seed Share Baskets, was $[______] and the NAV per Share was $[______]. See "Statement of Financial Condition" in this prospectus.
+
+Taking Delivery of Diamond Standard Bars and/or Coins
+
+An investor who would like to take delivery of Diamond Standard Bars and/or Coins in exchange for shares (a Delivery Applicant) may submit shares to the Trust in exchange for Diamond Standard Bars and/or Coins.
+
+The number of shares to be delivered must correspond to at least one Diamond Standard Coin. Delivery Applicants may be entitled to Diamond Standard Bars and/or Coins approximately equal to the quantity represented by the shares on the day the shares are submitted to the Trustee (Share Submission Day), which is any business day the NYSE ARCA is open for trading.
+
+ 
+
+Delivery Applicants interested in exchanging shares for Diamond Standard Bars and/or Coins may submit a Delivery Application to the Sponsor along with the Processing Fee. Upon receiving pre-approval from the Sponsor, the Delivery Applicant instructs his or her broker to submit the Delivery Application and transfer the shares to the Trustee according to the instructions in the Delivery Application.
+
+ 
+
+Once the Trustee has accepted a Delivery Applicant s Share Submission, Diamond Standard Bars and/or Coins will either be (1) retained by the Custodians and transferred to a segregated account in the name of the Delivery Applicant, or (2) be delivered by the Custodian to the Delivery Applicant according to the information provided in the Delivery Application. Delivery may incur state sales tax.
+
+ 
+
+A Processing Fee, Exchange Fee and depending on the type of delivery, a Delivery Fee are charged to a Delivery Applicant for the transfer of Diamond Standard Bars and/or Coins. As of [DATE], the Exchange Fee is a flat fee per Diamond Standard Bar or Coin represented by the shares submitted on the Share Submission Day, as follows:
+
+ 
+
+No Delivery Fee is charged for the delivery to destinations in the lower 48 States. If state sales taxes do apply, they are the sole responsibility of the Delivery Applicant. All fees are subject to change upon notice as published on the Trust s website. The Processing Fees must be wired by the Delivery Applicant at the time the Delivery Application is submitted to the Sponsor; the fee is fully reimbursable until the Delivery Applicant submits his or her shares to the Trustee.
+
+RISK FACTORS
+
+Investors should consider carefully the risks described below before making an investment decision. Investors should also refer to the other information included in this prospectus, including the Trust's financial statements and related notes.
+
+An investment in the Trust may be deemed highly speculative and is not intended to be a complete investment program.
+
+An investment in the Trust may be deemed highly speculative and is not intended to serve as a complete investment program. An investment in Shares should be considered only by persons financially able to maintain their investment and who can bear the risk of loss associated with an investment in the Trust. Investors should review closely the investment objectives and strategy and redemption provisions of the Trust, as discussed herein and familiarize themselves with the risks associated with an investment in the Trust. There is no guarantee that the Trust will achieve its investment objectives or that an investor will receive a return of its investment.
+
+The value of the Shares relates directly to the value of the Diamond Standard Bars and Coins held by the Trust and fluctuations in the value of Diamond Standard Bars and Coins could materially adversely affect an investment in the Shares.
+
+The value of the Shares relates directly to the value of the Diamond Standard Bars and Coins held by the Trust, less the Trust's liabilities (including estimated accrued but unpaid expenses). Therefore, the value of the Shares will fluctuate with the market price of the Diamond Standard Bars and Coins, as well as by the prices of the diamonds included in Diamond Standard Bars and Coins, which have fluctuated over the past several years. Several factors may affect the price of diamonds in general and Diamond Standard Bars and Coins, including:
+
+Supply and demand for the Diamond Standard Bars and Coins, which may be influenced by the unpredictable speculative activity. Although the market price of the Diamond Standard Bars and Coins is correlated to the underlying market price of natural diamonds, the price of the Diamond Standard Bars and Coins is independent
+
+Global diamond supply and demand, which is influenced by such factors as general economic influences on jewelry demand, and production and cost levels in major diamond-producing regions such as central and southern Africa and countries including Canada, Russia, India, and Australia;
+
+Activities of major diamond producers, including the potential discovery of new diamond mines (see "Risk Factors—Diamond mining and production is highly concentrated and largely controlled by a small number of miners and producers" below); and
+
+Global or regional political, economic or financial events and situations.
+
+In addition, investors should be aware that there is no assurance that Diamond Standard Bars and Coins will maintain their long-term value in the future. In the event that the price of Diamond Standard Bars and Coins declines, the Sponsor expects the value of an investment in the Shares to decline proportionately.
+
+Authorized Participants, regulators or market participants may determine that a Diamond Standard Bar or Coin no longer represent a fungible diamond commodity, resulting in the dissolution of the Trust.
+
+The Sponsor believes that each Diamond Standard Bar is fungible and interchangeable on an aggregated basis with any other Diamond Standard Bar, and that each Diamond Standard Coin is fungible and interchangeable on an aggregated basis with any other Diamond Standard Coin. The Sponsor regards the fungibility of the Diamond Standard Bars and Coins to be essential to the Trust's ongoing operation. To the extent that market participants no longer deem a Diamond Standard Bar and/or Coin to be fungible, they may be required to liquidate at a price and time that is disadvantageous to Shareholders.
+
+The ratio of the value of one (1) Diamond Standard Bar to ten (10) Diamond Standard Coins is designed to be consistent, however this ratio is not actively maintained by the producer of the commodity. A change in that ratio could materially adversely affect an investment in the Shares. 
+
+Diamond Standard Bars and Coins were first introduced in 2020 through the purchase, via statistical sampling, of a representative sample of a large variety of gem quality diamonds available on the market at the time of launch. All diamond purchases for future Diamond Standard Bars and Coins must achieve the same public standard for gemological content. Through improvements in mining techniques, the discovery of new mines, demand for diamonds for jewelry, or the willingness of consumers to liquidate their personal diamonds, the future availability of the distinct ranges of diamonds used in the Diamond Standard Bars and Coins could materially change. This may cause the Trust to alter the definition of the Creation Basket (the ratio of Diamond Standard Bars to Coins), or to liquidate holdings of the Trust at a price and time that is disadvantageous to Shareholders.
+
+Diamond mining and production is highly concentrated and largely controlled by a small number of miners and producers who have had and continue to have the ability to influence the supply for new diamonds throughout the production phase, which market impact could materially adversely affect an investment in the Shares.
+
+The mining of diamonds and the production and sale of diamonds are industries with a limited number of large participants who control a substantial amount of the market share for such diamonds. The disproportionate market control of a limited number of companies is due to historical dominance of such companies over production areas, limited access to diamond resources and, in certain cases, government authorized monopolies or near-monopolies on the diamond mining or production industries in certain diamond producing nations. Such large companies represent a sufficiently large share of the diamond supply and intermediate demand in the production cycle for diamonds that the activities of such companies may, independently or jointly, depress the appreciation of diamonds prices through, for example, price stabilization efforts and, thereby, materially adversely affect an investment in the Shares.
+
+Because the Trust invests only in Diamond Standard Bars and Coins, an investment in the Trust may be more volatile than an investment in a more broadly diversified portfolio.
+
+The Trust invests only in Diamond Standard Bars and Coins. As a result, the Trust's holdings are not diversified. Accordingly, the Trust's NAV may fluctuate substantially over time and may be more volatile than another investment vehicle with a more broadly diversified portfolio. Fluctuations in the price of Diamond Standard Bars and Coins are expected to have a direct impact on the value of the net assets of the Trust.
+
+The Shares may trade at a price which is at, above or below the NAV per Share and any discount or premium in the trading price relative to the NAV per Share may widen as a result of non-concurrent trading hours between NYSE ARCA, spot markets, and the CME futures market.
+
+The Shares may trade at, above or below the NAV per Share. The NAV per Share will fluctuate with changes in the market value of the Trust's assets. The trading price of the Shares will fluctuate in accordance with changes in the NAV per Share as well as market supply and demand. The amount of the discount or premium in the trading price relative to the NAV per Share may be influenced by non-concurrent trading hours between NYSE ARCA and other commodity markets where the Diamond Standard Bar and Coin, or their futures contracts may trade, including London, Singapore, Dubai, Tokyo, Shanghai, and Hong Kong. While the Shares will trade on NYSE ARCA until 4:00 p.m. New York time, liquidity in the market for Diamond Standard Bars and Coins will be reduced after the close of the major world commodity markets. As a result, during this time, trading spreads, and the resulting premium or discount on the Shares may widen.
+
+Purchasing activity in the markets associated with the purchase of Share Baskets from the Trust may cause a temporary increase in the price of Diamond Standard Bars and Coins. This increase may adversely affect an investment in the Shares.
+
+Purchasing activity associated with acquiring the Diamond Standard Bars and Coins required for deposit into the Trust in connection with the creation of Share Baskets may increase the market price of Diamond Standard Bars and Coins, which will result in higher prices for the Shares. Increases in the market price of Diamond Standard Bars and Coins may also occur as a result of the purchasing activity of other market participants. Other market participants may attempt to benefit from an increase in the market price of Diamond Standard Bars and Coins that may result from increased purchasing activity of Diamond Standard Bars and Coins connected with the issuance of Share Baskets. If the price of Diamond Standard Bars and Coins declines, the trading price of the Shares may also decline.
+
+The Sponsor and its management have no history of operating investment vehicles that are similar to the Trust. Their experience may be inadequate or unsuitable to manage the Trust.
+
+The Sponsor was formed to be the Sponsor of exchange traded vehicles and has no history operating investment vehicles like the Trust. If the experience of the Sponsor and its management is not adequate or suitable to manage an investment vehicle such as the Trust, the operations of the Trust may be adversely affected.
+
+The Shares and their value could decrease if unanticipated operational or trading problems arise.
+
+There may be unanticipated problems or issues with respect to the mechanics of the Trust's operations and the trading of the Shares that could have a material adverse effect on an investment in the Shares. In addition, although the Trust is not actively "managed" by traditional methods, to the extent that unanticipated operational or trading problems or issues arise, the Sponsor's past experience and qualifications may not be suitable for solving these problems or issues.
+
+If the process of creation and redemption of Share Baskets encounters any unanticipated difficulties, the possibility for arbitrage transactions intended to keep the price of the Shares closely linked to the price of Diamond Standard Bars and Coins may not exist and, as a result, the price of the Shares may fall.
+
+If the processes of creation and redemption of Shares (which depend on timely transfers of Diamond Standard Bars and Coins between the Custodians and Authorized Participants) encounter any unanticipated difficulties, including, but not limited to, the Trust's inability in the future to obtain regulatory approvals for the offer and sale of additional Shares after the present offering is completed, potential market participants who would otherwise be willing to purchase or redeem Share Baskets to take advantage of any arbitrage opportunity arising from discrepancies between the price of the Shares and the price of the underlying Diamond Standard Bars and Coins may be precluded from, or disinclined to, engage in such transactions. In such cases, the liquidity of Shares may decline, and the price of the Shares may fluctuate independently of the market price of Diamond Standard Bars and Coins and may fall.
+
+The liquidity of the Shares may also be affected by the withdrawal from participation of one or more Authorized Participants.
+
+In the event that one or more Authorized Participants having substantial interests in Shares or otherwise responsible for a significant portion of the Shares daily trading volume on the Exchange withdraw from participation, the liquidity of the Shares will likely decrease which could adversely affect the market price of the Shares and result in an investor incurring a loss on its investment.
+
+The liquidity of the Shares may be adversely affected by credit risk in the commodity or digital asset dealer marketplace.
+
+The market includes, apart from major companies including publicly traded companies, a large number of small- to mid-sized businesses that are dealers that may heavily rely on credit to operate their business. A substantial tightening of credit markets, such as that which occurred in 2008, may result in stagnation in the market among smaller dealers or in the closure or bankruptcy of small- to mid-sized dealer businesses. Such stagnation or large scale closure of market participants, or of the primary dealing desk, may limit the ability of Authorized Participants to acquire Diamond Standard Bars and Coins needed for the creation of Shares or may limit the avenues through which Authorized Participants can trade in Diamond Standard Bars and Coins acquired through the redemption of Shares. In the event that Authorized Participants are unable to place creation or redemption orders, the liquidity of the Shares on the Exchange will likely decrease which could adversely affect the market price of the Shares and result in an investor incurring a loss on its investment.
+
+Shareholders will not have the protections associated with ownership of shares in an investment company registered under the Investment Company Act of 1940 or the protections afforded by the Commodity Exchange Act.
+
+The Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such act. Consequently, Shareholders will not have the regulatory protections provided to investors in investment companies. Furthermore, the Trust is not a commodity pool for purposes of the CEA, and neither the Sponsor nor the Trustee is subject to regulation by the CFTC as a commodity pool operator or a commodity trading advisor in connection with the Shares. Consequently, Shareholders will not have the regulatory protections provided to investors in CEA-regulated instruments or commodity pools.
+
+The Trust may be required to terminate and liquidate at a time that is disadvantageous to Shareholders.
+
+The Trust may be required to terminate and liquidate under certain circumstances. For example, Shareholders who own 75% of the Shares have the power to terminate the Trust. If the Trust is required to terminate and liquidate, such termination and liquidation could occur at a time which is disadvantageous to Shareholders, such as when the market price of Diamond Standard Bars and Coins is lower than the price at the time when Shareholders purchased their Shares. In such a case, when the Trust's Diamond Standard Bars and Coins are sold as part of the Trust's liquidation, the resulting proceeds distributed to Shareholders will be less than if the market price of a Diamond Standard Bar or Coin were higher at the time of sale. See "Description of the Trust Agreement—Termination of the Trust" for more information about the termination of the Trust, including when the termination of the Trust may be triggered by events outside the direct control of the Sponsor, the Trustee or the Shareholders.
+
+The lack of a market for the Shares may limit the ability of Shareholders to sell their Shares.
+
+Prior to the date of this prospectus, there has been no active trading market for the Shares. Although the Shares are expected to be listed for trading on NYSE ARCA, subject to notice of issuance, there can be no assurance that an active trading market for the Shares will develop or be maintained. The market price and liquidity of the Shares may be adversely affected in such situations. If an investor needs to sell Shares at a time when no active trading market exists, or there is a halt in trading of securities generally or of the Shares, this will most likely adversely affect the price the investor receives for the Shares (assuming the investor is able to sell them).
+
+Redemption orders for Shares are subject to postponement, suspension or rejection by the Trustee under certain circumstances.
+
+The Trustee may, in its discretion, and will when directed by the Sponsor, suspend the right of redemption or postpone the redemption settlement date, (1) for any period during which NYSE ARCA is closed other than customary weekend or holiday closings, or trading on NYSE ARCA is suspended or restricted, (2) for any period during which an emergency exists as a result of which the delivery, disposal or evaluation of Diamond Standard Bars and Coins is not reasonably practicable, or (3) for such other period as the Sponsor determines to be necessary for the protection of Shareholders. In addition, the Trustee will reject a redemption order if the order is not in proper form as described in the Authorized Participant Agreement or if the fulfillment of the order, in the opinion of its counsel, might be unlawful. Any such postponement, suspension or rejection could adversely affect a redeeming Shareholder. For example, the resulting delay may adversely affect the value of the Shareholder's redemption distribution if the price of the Shares declines during the period of the delay. Under the Trust Agreement, the Sponsor and the Trustee disclaim any liability for any loss or damage that may result from any such suspension or postponement.
+
+The Sponsor does not actively shift the Trust's portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline in the price of Diamond Standard Bars and Coins. The Trust's NAV per Share will increase only if the value of Diamond Standard Bars and Coins increases over time.
+
+The Sponsor does not actively manage the Diamond Standard Bars and Coins held by the Trust. This means that the Sponsor does not sell Diamond Standard Bars and Coins at times when its price is high or acquire Diamond Standard Bars and Coins at low prices in the expectation of future price increases. In addition, the Sponsor does not use any of the hedging techniques that are available to professional investors in the attempt to reduce the risks of losses resulting from decreases in the price of Diamond Standard Bars and Coins. Any losses sustained by the Trust will adversely affect the NAV per Share.
+
+The Trust may suspend redemptions of Share Baskets by Authorized Participants in certain circumstances. To the extent that the value of Diamond Standard Bars and Coins declines, these delays may result in a decrease in the value of the redemption distribution received by an Authorized Participant, as well as a reduction in liquidity for all investors in the secondary market.
+
+Although Shares are generally redeemable by Authorized Participants in exchange for the underlying amount of Diamond Standard Bars and Coins, the Trust may, in its discretion, suspend the right of redemption or postpone the redemption settlement date during any period while regular trading on NYSE ARCA is suspended or restricted, any period during which an emergency exists that makes it reasonably impracticable to deliver, dispose of, Diamond Standard Bars and Coins, or for any other period as the Sponsor determines to be necessary for the protection of investors. Any such postponement or suspension may adversely affect the value of the Authorized Participant's redemption distribution if the price of Shares declines during such period of delay. As a consequence, Authorized Participants may reduce their trading in Shares during periods of suspension, decreasing the number of potential buyers of Shares in the secondary market and, therefore, the price an investor may receive upon sale.
+
+Shareholders will not have the rights enjoyed by investors in certain other vehicles.
+
+The Shares are not entitled to the same rights as shares issued by a corporation operating a business enterprise with management and a board of directors. By acquiring Shares, an investor is not acquiring the right to elect directors, to receive dividends, to vote on certain matters regarding the issuer of the Shares or to take other actions normally associated with the ownership of shares, such as the right to bring "derivative" actions. An investor will only have the limited rights described under "Description of the Shares."
+
+The Fix Price may no longer be available and there may be no substitute pricing measure for the price of Diamond Standard Bars and Coins potentially resulting in a termination of the Trust.
+
+The Trust utilizes the Fix Price to value the Diamond Standard Bars and Coins. The Price-Fixing Exchange has no obligation to the Shareholders to continue to report the Fix Price. The Fix Price may no longer be reported by the Sponsor for any reason. If no substitute pricing measure for the price of Diamond Standard Bars and Coins is identified and approved by the Sponsor, the Trust may be required to terminate at a time that is disadvantageous for Trust Shareholders.
+
+An investment in the Shares may be adversely affected by competition from other methods of investing in Diamond Standard Bars and Coins.
+
+The Trust will compete with other financial vehicles, including traditional debt and equity securities issued by companies in the diamond industry and other securities that may be backed by or linked to Diamond Standard Bars and Coins, direct investments in Diamond Standard Bars and Coins and investment vehicles similar to the Trust. Market and financial conditions, and other conditions beyond the Sponsor's control, may make it more attractive to invest in other financial vehicles or to invest in Diamond Standard Bars and Coins directly, which could limit the market for the Shares and reduce the liquidity of the Shares.
+
+The price of Diamond Standard Bars and Coins may be affected by the sale of exchange traded vehicles tracking diamond markets.
+
+To the extent existing or future exchange traded vehicles ("ETVs") tracking diamond markets represent a significant proportion of demand for diamonds, large redemptions of the securities of these ETVs could negatively affect diamond prices, including that of Diamond Standard Bars and Coins, and the price and NAV of the Shares.
+
+Several factors may have the effect of causing a decline in the price of Diamond Standard Bars and Coins, and a corresponding decline in the price of Shares. Among them:
+
+A significant increase in diamond supply hedging activity by diamond producers and jewelers. Should there be an increase in the level of hedge activity of diamond producing companies and jewelers, it could cause a decline in world diamond prices, adversely affecting the price of the Shares.
+
+A significant increase in diamond supply. Should there be significant discoveries of mineable gem-quality diamond supplies, or if the resale and recycling of existing gem quality diamonds increases, it could cause a decline in world diamond prices, adversely affecting the price of the Shares.
+
+A significant change in the attitude of speculators and investors towards diamonds. Should the speculative community take a negative view towards diamonds, it could cause a decline in world diamond prices, adversely affecting the price of the Shares.
+
+A significant change in interest rate differentials. A widening of interest rate differentials between the cost of money and the cost of diamonds could negatively affect the price of Diamond Standard Bars and Coins which, in turn, could adversely affect the price of the Shares.
+
+The Trust's Diamond Standard Bars and Coins may be subject to loss, damage, theft or restriction on access.
+
+There is a risk that part or all of the Trust's Diamond Standard Bars and Coins could be lost, damaged or stolen. Physical access to the Trust's Diamond Standard Bars and Coins could also be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack). Any of these events may adversely affect the operations of the Trust and, consequently, an investment in the Shares.
+
+The Trust's, and/or Custodian's insurance protection may not cover the full value of its Diamond Standard Bars and Coins and the Shareholders limited rights of legal recourse against the Trust, the Trustee, the Sponsor, the Physical Custodian and the Digital Custodian, exposes the Trust and its Shareholders to the risk of loss of the Trust's Diamond Standard Bars and Coins for which no person is liable.
+
+The Trust's insurance protection may not cover the full value of its Diamond Standard Bars and Coins. The Custodians will maintain insurance with regard to its business on such terms and conditions as it considers appropriate in connection with its custodial obligations and will be responsible for all costs, fees and expenses arising from the insurance policy or policies. The Trust will not be a beneficiary of any such insurance and does not have the ability to dictate the existence, nature or amount of coverage. Therefore, Shareholders cannot be assured that the Trust or the Custodians will maintain adequate insurance or any insurance with respect to the Diamond Standard Bars and Coins held by the Custodians on behalf of the Trust. Further, Shareholders recourse against the Trust, the Trustee, the Sponsor and the Custodians under New York law is limited. Consequently, a loss may be suffered with respect to the Trust's Diamond Standard Bars and Coins which is not covered by insurance and for which no person is liable in damages.
+
+The Physical Custodian's limited liability under the Trust Custody Account Agreement and the Authorized Participant Custody Account Agreement may impair the ability of the Trust to recover losses concerning its Diamond Standard Bars and Coins and any recovery may be limited, even in the event of fraud, to the market value of the Diamond Standard Bars and Coins at the time the fraud is discovered.
+
+The liability of the Physical Custodian is limited under the Trust Custody Account Agreement. Under the Trust Custody Account Agreement, the Physical Custodian is only liable for losses that are the direct result of its own negligence, fraud or willful default in the performance of its duties. Any such liability is further limited to (i) the restoration to the Trust, in number and classification, of any Diamond Standard Bars and Coins lost or damaged; (ii) the correction of any incorrect creation or redemption deliveries by restoration or correction of the assets of the Trust to holdings of number and classification of Diamond Standard Bars and Coins as if the creation or redemption order were settled correctly; or (iii) if the Physical Custodian cannot, using commercially reasonable efforts, restore the Trust pursuant to (i) or (ii), the market value based on the Fix Price of the subject Diamond Standard Bars and Coins at the time the Physical Custodian communicates to the Trustee its inability to make the Trust whole.
+
+Under each Authorized Participant Custody Account Agreement, the Physical Custodian is not contractually or otherwise liable for any losses suffered by any Authorized Participant or Shareholder that are not the direct result of its own gross negligence, fraud or willful default in the performance of its duties under such agreement, and in no event will the Physical Custodian's liability exceed the market value of the balance in the Authorized Participant Custody Account at the time such gross negligence, fraud or willful default is discovered. In addition, the Physical Custodian will not be liable for any delay in performance or any non-performance of any of its obligations under the Trust Custody Account Agreement or the Authorized Participant Custody Account Agreement by reason of any cause beyond its reasonable control, including acts of God, war or terrorism. Furthermore, the recourse of the Trustee or the Shareholder is limited under U.S. law, as the Physical Custodian will not be liable for any delay in the performance or any non-performance of its obligations by reason of any cause beyond its reasonable control.
+
+The Trust may not have adequate sources of recovery if its Diamond Standard Bars and Coins are lost, damaged, stolen or destroyed.
+
+If the Trust's Diamond Standard Bars and Coins are lost, damaged, stolen or destroyed under circumstances rendering a party liable to the Trust, the responsible party may not have the financial resources sufficient to satisfy the Trust's claim. For example, as to a particular event of loss, the only source of recovery for the Trust might be limited to the Physical Custodian or, to the extent identifiable, other responsible third parties (e.g., a thief or terrorist), any of which may not have the financial resources (including liability insurance coverage) to satisfy a valid claim of the Trust.
+
+The Trust will rely on the Physical Custodian for the safekeeping of all of the Trust's Diamond Standard Bars and Coins. The Trustee is not liable for the acts or omissions of the Physical Custodian, and has no obligation to monitor the activities of the Physical Custodian other than to receive and review reports prepared by the Physical Custodian pursuant to the Trust Custody Account Agreement. In addition, the Trust Custody Account Agreement limits the Trustee's ability to monitor the performance of the Physical Custodian because the Trustee, the Sponsor and any accountants or other inspectors selected by the Sponsor have only limited rights to visit the premises of the Physical Custodian for the purpose of examining the Trust's Diamond Standard Bars and Coins and certain related records maintained by the Physical Custodian. As a result, any failure by the Physical Custodian to exercise due care in the safekeeping of the Trust's Diamond Standard Bars and Coins may not be detectable or controllable by the Trustee and could result in a loss to the Trust.
+
+Shareholders and Authorized Participants lack the right under the Trust Custody Account Agreement to assert claims directly against the Physical Custodian or Digital Custodian.
+
+Neither the Shareholders nor any Authorized Participant will have a right under the Trust Custody Account Agreement to assert a claim of the Trustee against the Physical Custodian or the Digital Custodian. Claims under the Trust Custody Account Agreement may only be asserted by the Trustee on behalf of the Trust.
+
+The sale or delivery of the Trust's Diamond Standard Bars and Coins to pay expenses not assumed or advanced by the Sponsor at a time of low prices of Diamond Standard Bars and Coins could adversely affect the value of the Shares.
+
+The Trustee will arrange to sell or deliver Diamond Standard Bars and Coins held by the Trust to pay the Sponsor's Fee and/or Trust expenses not assumed or advanced by the Sponsor on an as-needed basis irrespective of then-current diamond prices. The Trust is not actively managed, and no attempt will be made to transfer, buy or sell Diamond Standard Bars and Coins to protect against or to take advantage of fluctuations in the price of Diamond Standard Bars and Coins. Consequently, the Trust's Diamond Standard Bars and Coins may be transferred or sold at a time when the price of Diamond Standard Bars and Coins is low, resulting in a negative effect on the value of the Shares.
+
+The value of the Shares will be adversely affected if the Trust is required to indemnify the Sponsor or the Trustee under the Trust Agreement.
+
+Under the Trust Agreement, each of the Sponsor and the Trustee has a right to be indemnified from the Trust for any liability or expense it incurs without gross negligence, bad faith or willful misconduct on its part. That means the Sponsor, or the Trustee may require the assets of the Trust to be sold in order to cover losses or liability suffered by it. Any sale of that kind would reduce the NAV of the Trust and the value of the Shares.
+
+Intellectual property rights claims may adversely affect the Trust and the value of the Shares.
+
+The Sponsor is not aware of any intellectual property rights claims that may prevent the Trust from operating. However, third parties may assert intellectual property rights claims relating to the operation of the Trust and the mechanics instituted for the investment in, holding of and transfer of Diamond Standard Bars and Coins, or claims relating to the intellectual property utilized in the creation of the Diamond Standard Bars and Coins themselves. Regardless of the merit of an intellectual property or other legal action, any legal expenses to defend or payments to settle such claims would be extraordinary expenses that would be borne by the Trust through the sale or transfer of its Diamond Standard Bars and Coins. Additionally, a meritorious intellectual property rights claim could prevent the Trust from operating and force the Sponsor to terminate the Trust and liquidate its Diamond Standard Bars and Coins. As a result, an intellectual property rights claim against the Trust could adversely affect the value of the Shares.
+
+Risk Factors Related to Potential Conflicts of Interest
+
+Potential conflicts of interest may arise among the Sponsor and or its affiliates, and the Trust and or its investors. The Sponsor is an affiliate of Diamond Standard Inc., parent company of the producers of the Diamond Standard Bars and Coins, the associated digital asset tokens, and the exchange where diamonds are sourced. The Sponsor and its affiliates have no fiduciary duties to the Trust and its shareholders other than as provided in the Trust Agreement, which may permit them to favor their own interests to the detriment of the Trust and its shareholders.
+
+For more information, see "CONFLICTS OF INTEREST" on page 66.
+
+The Sponsor will manage the affairs of the Trust. Conflicts of interest may arise among the Sponsor and its affiliates, including Diamond Standard Ltd. and the Authorized Participants, on the one hand, and the Trust and its shareholders, on the other hand. As a result of these conflicts, the Sponsor may favor its own interests and the interests of its affiliates over the Trust and its shareholders. These potential conflicts include, among others, the following:
+
+The Sponsor has no fiduciary duties to, and is allowed to take into account the interests of parties other than, the Trust and its shareholders in resolving conflicts of interest, provided the Sponsor does not act in bad faith;
+
+The Trust has agreed to indemnify the Sponsor and its affiliates pursuant to the Trust Agreement;
+
+The Sponsor and its staff also service affiliates of the Sponsor, and their respective clients and cannot devote all of its, or their, respective time or resources to the management of the affairs of the Trust;
+
+The Sponsor, its affiliates and their officers and employees are not prohibited from engaging in other businesses or activities, including those that might be in direct competition with the Trust;
+
+The Sponsor and Diamond Standard Ltd. and Diamond Standard LLC, which are the sole producers of the Diamond Standard Bars and Coins, are affiliated, wholly owned entities that share a common parent company, Diamond Standard Inc.;
+
+The Trust, by holding Diamond Standard Bars and Coins, purchased through the markets by Authorized Participants, is acquiring the product of its affiliate Diamond Standard Ltd., and also creating the demand for the services of its affiliates, Diamond Standard LLC and Diamond Standard Exchange Ltd., generating a profit for each affiliated entity;
+
+Cormac L. Kinney, the Chief Executive Officer of the Sponsor, owns approximately 60% of Diamond Standard Inc.'s equity, and controls approximately 90% of its voting power, including over each of the affiliated companies, the Sponsor Diamond Standard LLC, the distributor Diamond Standard LLC, the producer Diamond Standard Ltd., and the diamond sourcing venue Diamond Standard Exchange Ltd. Only a limited number of voting matters require the approval of other investors, or in the case of Diamond Standard Exchange Ltd., the exchange members;
+
+The Sponsor decides whether to retain separate counsel, accountants or others to perform services for the Trust.
+
+By purchasing the Shares, shareholders acknowledge the conflicts of interest, and agree and consent to the provisions set forth in the Trust Agreement. See "Description of the Trust Documents—Description of the Trust Agreement."
+
+Risks Relating to the Use of Digital Asset Tokens
+
+The Diamond Standard Bars and Coins owned by the Trust are physical commodities securely held and insured by the Custodian. Transactions of these physical commodities are facilitated by, and settled with, a regulator-licensed digital asset token on the Ethereum blockchain. This token allows ownership of Diamond Standard Bars and Coins to be traded between investors, while the asset itself remains in the vault of a custodian. The digital asset token is like a receipt, entitling the holder to demand delivery of the physical commodity from the custodian. The use of the digital asset token increases liquidity and lowers transaction costs, and reduces other risks, such the introduction of counterfeit Diamond Standard Bars and Coins. However, the use of the token and the blockchain does introduce other risks.
+
+If the keys to the digital asset tokens incorporated inside the Diamond Standard Bars and Coins are lost, stolen, or damaged, or incapacitated due to an issue with the EOS or Ethereum blockchains, the Diamond Standard Bars and Coins would still be safely held by the Physical Custodian. The value of the commodity is the physical asset, not the digital token. If the keys to the digital tokens need to be replaced for any reason, re-tokening will require the disassembly of the Diamond Standard Bars and Coins, the inspection of the diamonds by an independent gemological lab, the reassembly of the reconfirmed diamonds into new Diamond Standard Bars and Coins, and the creation of new digital asset tokens. This process would create an additional expense to the Trust, and during such re-tokening, the Diamond Standard Bars and Coins could not be transacted, except through private sale, with delivery upon completion of the re-tokening process.
+
+The value of the Shares may be influenced by a variety of factors relating to the use of digital asset tokens, that may have an adverse effect on the price of the Shares. These factors include the following factors:
+
+Unanticipated problems or issues with respect to the mechanics of the Trust's operations and the trading of the Diamond Standard Bars and Coins may arise, in particular due to the fact that the mechanisms and procedures governing the creation and offering of the Shares and storage of digital asset tokens that have been developed specifically for this product;
+
+The Trust or the Digital Custodian could experience difficulties in operating and maintaining its technical infrastructure, including in connection with expansions or updates to such infrastructure, which are likely to be complex and could lead to unanticipated delays, unforeseen expenses and security vulnerabilities; or
+
+The Trust or the Digital Custodian could experience unforeseen issues relating to the performance and effectiveness of the security procedures used to protect the digital asset token, or the security procedures may not protect against all errors, software flaws or other vulnerabilities in the Trust's or Digital Custodian s technical infrastructure, which could result in theft, loss or damage of its assets.
+
+Risks Relating to the Use of Ethereum Blockchain
+
+The Diamond Standard Bars and Coins owned by the Trust are transacted and audited using an ERC-20 standard digital asset token on the Ethereum blockchain network. The Trust has elected to use the Ethereum blockchain because it is currently the blockchain most widely supported by exchanges and custodians for decentralized financial (or DeFi) applications.
+
+The technology in the Diamond Standard Bars and Coins enable the Trust to select an alternative blockchain platform, such as EOS or Stellar, or any future blockchain platform that is approved by Diamond Standard Ltd., the regulator-licensed developer of the technology behind the Diamond Standard Bars and Coins, and to transfer the ERC-20 tokens to such alternative blockchain platform. The Trust reserves the right to change blockchain platforms at any time, and with no notice to Shareholders.
+
+Transaction of the Digital Asset Tokens Consume a Small Amount of ETH, the Volatility of Which May Impact the Trust s Transaction Costs when Trading the Diamond Standard Bars and Coins
+
+The trading prices of many digital assets, including ETH, have experienced extreme volatility in recent periods and may continue to do so. For instance, there were steep increases in the value of certain digital assets, including ETH, over the course of 2017, and multiple market observers asserted that digital assets were experiencing a "bubble." These increases were followed by steep drawdowns throughout 2018 in digital asset trading prices, including for ETH. These drawdowns notwithstanding, digital asset prices, including ETH, increased significantly again during 2019, decreased significantly again in the first quarter of 2020 amidst broader market declines as a result of the novel coronavirus outbreak and increased significantly again in the second quarter of 2020. The Digital Asset Markets may still be experiencing a bubble or may experience a bubble again in the future.
+
+Digital assets such as ETH were only introduced within the past decade, and the ability of the Authorized Participants to create and redeem Shares by transacting the Diamond Standard Bars and Coins is subject to risk from a number of factors relating to the capabilities and development of blockchain technologies, such as the nascency of their development, their dependence on the internet and other technologies, their dependence on the role played by users, developers and miners and the potential for malicious activity.
+
+Moreover, because digital assets, including ETH, have been in existence for a short period of time and are continuing to develop, there may be additional risks in the future that are impossible to predict as of the date of this Registration Statement.
+
+A determination that ETH is a "security" may adversely affect the ability of the Trust to utilize the Ethereum blockchain to efficiently transact the Diamond Standard Bars and Coins and may result in recurring and nonrecurring expenses to the Trust.
+
+The SEC has stated that certain digital assets may be considered "securities" under the federal securities laws. The test for determining whether a particular digital asset is a "security" is complex and the outcome is difficult to predict. Public statements by senior officials at the SEC, including a June 2018 speech by the director of the SEC's division of Corporation Finance, indicate that the SEC does not intend to take the position that ETH are currently securities. Subsequently in a March 2019 statement, the chairman of the SEC expressed agreement with certain statements from the June 2018 speech by the director of the SEC's division of Corporation Finance, including the analysis of federal securities laws that the director applied to ETH. Such statements are not official policy statements by the SEC and reflect only the speaker's views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital asset. Similarly, in April 2019, the SEC's Strategic Hub for Innovation and Financial Technology published a framework for the analysis of digital assets. However, this framework is not a rule, regulation or statement of the Commission and is not binding on the Commission. If ETH is determined to be a "security" under federal or state securities laws by the SEC or any other agency, or in a proceeding in a court of law or otherwise, it may have material adverse consequences for ETH as a transaction platform. For example, it may become more difficult for ETH to be traded, cleared and custodied as compared to other digital assets that are not considered to be securities, which could in turn negatively affect the liquidity and general acceptance of ETH and cause users to migrate to other digital assets. Further, if any other digital asset is determined to be a "security" under federal or state securities laws by the SEC or any other agency, or in a proceeding in a court of law or otherwise, it may have material adverse consequences for ETH as a transaction platform due to negative publicity or a decline in the general acceptance of digital assets. As such, any determination that ETH or any other digital asset is a security under federal or state securities laws may adversely affect the utility of ETH by the Trust, and, as a result, the value of the Shares.
+
+ 
+
+USE OF PROCEEDS
+
+The Trust will receive Diamond Standard Bars and Coins in connection with the issuance and sale of Share Baskets. Diamond Standard Bars and Coins are held by the Physical Custodian on behalf of the Trust until distributed to Authorized Participants in connection with the redemption of Share Baskets, disbursed or sold to pay the Sponsor's Fee and Trust expenses advanced by the Sponsor, or sold as needed to pay the Trust's expenses not assumed or advanced by the Sponsor.
+
+ 
+
+OVERVIEW OF THE DIAMOND INDUSTRY
+
+Introduction
+
+Portions of the diamond industry data and market outlook which is summarized in this overview are sourced or excerpted from the Bain & Company report titled "The Global Diamond Industry 2019" available at https://www.bain.com/insights/global-diamond-industry-report-2019/
+
+Diamonds are one of the world's major resources—and historically one of the least understood. For many years observers and even many participants have considered the diamond industry to be complex and difficult to comprehend, even impenetrable. Major changes over the past 15 years have transformed the diamond industry. Contrary to common misconceptions, the industry is not controlled by De Beers. De Beers produces less than 25% of new production, and total new production is approximately 2% of the above-ground supply. New diamond supplies have emerged, and mining and production have expanded beyond southern Africa to Russia, Australia and Canada. De Beers marketing agreement to distribute Russian diamonds expired, along with some African mines, resulting in the rise of a substantial competitor, Alrosa. De Beers and Alrosa distribute around 20% and 28% respectively, of approximately 148 million carats in 2018, or $16 billion of rough diamond supply. Three other large mining companies supply another 23%. Smaller miners supply the remaining 29% of rough diamonds.
+
+In this overview, we summarize the diamond supply chain and some of the dynamics, and two main uses of diamonds (up to now): in jewelry and for industrial applications. We touch on the structure of the value chain, from the financial risk involved in early exploration to the economics of the retail trade. We discuss the potential impact of synthetic diamonds on the jewelry sector, and the Kimberley Process, which was developed in response to the controversy over "conflict Diamonds" in the 1990s.
+
+Uses of diamonds: jewels and industrial tools 
+
+Up until now, diamonds have been consumed by two main applications: jewelry and industrial uses. Slightly more than 50 percent of the volume of diamonds extracted becomes gemstones for jewelry, yet they account for more than 95 percent of the total value. Polished diamonds have long been considered among the world's most precious gemstones. They account for about 40 percent of all jewelry manufacturing; engagement rings are the largest category of diamond jewelry.
+
+History
+
+By the beginning of the twentieth century De Beers had emerged as the diamond powerhouse, accounting for approximately 90 percent of the world's rough-diamond production and distribution.
+
+Historically, De Beers used its diamond stockpiles to maintain prices, and curtail volatility. However, beginning in 2002, De Beers transformed, and relinquished its control over Russian supply (now comprising 28%) and some of the long-held African mines, such as in Botswana and the Congo. Ultimately, De Beers was acquired by a public mining conglomerate, Anglo American PLC. As a result, additional diversity was introduced on the supply side as new competitors began to sell diamonds, and De Beers retained control over only 20% of the rough diamond supply.
+
+Conflict Diamonds and the Kimberley Process
+
+In the 1990s the industry faced a controversy over "conflict Diamonds". In various politically unstable African countries, paramilitary or rebel groups had taken control of the diamond mines and were using the proceeds from diamond sales to finance their operations. Although these Diamonds ended up in legitimate channels, they were either directly or indirectly funding violent conflict.
+
+In response, the Kimberley Process ("KP") was established in 2002. An international process that came about under the auspices of the United Nations, it requires certification of all diamonds to guarantee that their trade does not finance rebel activities.
+
+The system tracks Diamonds from mining countries to manufacturing and limits diamond trade to KP-member countries. As a result, Diamonds have become one of the most regulated commodities in the world, formalized with the signing of the Kimberley Process Certification Scheme ("KPCS") in 2002 and subsequent enabling legislative measures in seventy signatory countries. Governments are required to implement strict import/export control regimes and to adopt rigid control systems governing the diamond industry.
+
+The KPCS tracks diamonds as they cross international borders. Diamonds first receive a KP certificate from customs when they are exported from a producing country where the Diamonds are mined. Each time a parcel of diamonds is imported into a new country, customs authorities ensure the existence and authenticity of the KP certificate. If diamonds are exported again, they receive a new certificate issued by the exporting country. This process continues until the diamonds are polished, at which point the System of Warranties (described below) ensures traders, retailers and consumers that the diamonds they are buying are sourced from KP compliant diamonds.
+
+The System of Warranties extends the KP conflict-free assurance from diamonds to diamonds. The principal element of the System of Warranties is a declaration on the invoice accompanying every transaction (apart from the transaction directly to the consumer) of diamonds that declares the Diamonds are not involved in funding conflict and are in compliance with United Nations resolutions.'
+
+The 55 current participants in the Kimberley Process represent 82 countries and control 99.8 percent of the total diamond supply. Experts suggest that after the introduction of the KPCS, the share of conflict Diamonds fell from approximately 4 percent to less than 1 percent of global trade in Diamonds.
+
+The Diamond Supply Chain
+
+Eight stages comprise the supply chain in the diamond industry; exploration, mining and production, rough diamond sales, cutting and polishing, polished diamond sales, jewelry manufacturing, and finally retail sales to consumers.
+
+Each diamond, on average, is said to pass through seven owners, between the mine to the consumer. Each middleman adds cost, although all do not add value. The highest profit margins are realized in the production and retail segments at either end of the chain.
+
+ 
+
+Rough Diamonds
+
+Polished Diamonds
+
+Diamond Jewelry
+
+Exploration
+
+Production
+
+Rough Sales
+
+Cutting/Polishing
+
+Polished Sales
+
+Manufacturing
+
+Sales
+
+ 
+
+Top 5 players control 70%
+
+~100 players
+
+~10,000 players
+
+>10,000 Players
+
+Large retail controls ~35%
+
+ 
+
+Production Trends
+
+According to Bain in the 2019 diamond report, regarding rough diamond production:
+
+"Between 2010 and 2016, global production was consistently between 120 million and 130 million carats. In 2017, it jumped to roughly 152 million carats and then fell 3% to 147 million carats the following year. The decrease in 2018 is largely attributed to lower production in Australia, the Democratic Republic of the Congo and Russia. The unexpected closure of Mir in Russia and planned downscaling at Argyle in Australia contributed to the decline.
+
+The 26 million–carat production increase in 2017 was the largest single-year volume increase since 1986, and it created a surplus that affected the entire value chain. As a result, inventory in the mining and midstream markets increased through 2019. Prices and revenues declined in both segments in 2019 despite only a slight decrease in consumer demand. Assortment sales shifted toward smaller stones in 2019, which also contributed to lower sales.
+
+In 2019, production is expected to drop an additional 4%. Production is depleting at Argyle in Australia; in South Africa, Venetia is transitioning from open pit mining to underground; and production levels were lowered at Orapa in Botswana. These changes will be partially offset by increased supply from several ALROSA mines in Russia and smaller players in Angola.
+
+During the first half of 2019, pressure on rough diamond prices, sales mix and sales volume led to lower adjusted EBIT (earnings before interest and taxes) margins for most producers. ALROSA maintained the highest margin in the rough diamond production segment. Rio Tinto and several other junior miners with high shares of small-gem- and near- gem-quality diamonds reported negative EBIT margins in the first half of 2019.
+
+We expect the supply of natural diamonds to decline substantially starting in 2021, with an annual decrease of 8% compared with 2020 projections. The downward trend from the past few years will be amplified by supply contraction at Argyle and at Diavik and Ekati in Canada."
+
+Gem Quality
+
+In a typical year, approximately one-half of rough diamond production by volume consists of gem and near gem quality diamonds fit for setting in jewelry, though such diamonds represent roughly 95 percent of the value of production.
+
+Rough diamonds are not a homogenous product and are classified in terms of size, clarity and model (i.e., shape). These characteristics are the main determinants of a rough diamond's price and are used to classify a rough diamond as gem, near gem or industrial. The principal determinant of this categorization is clarity. Typically, gem and near gem quality diamonds are used in jewelry, whereas industrial quality diamonds are used principally for cutting, grinding and drilling purposes in a variety of industries, such as the dental and construction industries.
+
+The exploration of a potential diamond site is a complex process that takes many years and considerable financial investment, with no guarantee of ultimate payback. From the moment that prospecting gets under way until the point where commercial production can commence, six to ten years can elapse, and the odds of success are extremely low. For example, at the greenfield exploration stage, the probability that a producer will find a deposit that both contains diamonds and can be commercially developed into a diamond mine is only about 1 to 3 percent. The probability of successful commercial development at the feasibility assessment stage jumps to 25 percent, although significant uncertainty remains.
+
+Following a period of high volatility, 2017 was strong for the diamond industry, with approximately 2% revenue growth across all segments of the value chain. Rough diamond mining companies delivered unprecedented production growth of nearly 20% in volume in 2017. The production increase came mostly from mines with lower-quality assortments. Mining company revenues grew by 2% overall, indicating a positive trajectory for the second year in a row. In 2017, some major producers reported decreases in their EBIT margins, mostly due to currency appreciation in production countries. However, mining companies's profitability bounced back in the first half of 2018.
+
+Key Miners or Regions
+
+ALROSA. The predecessor of Russia's largest diamond company was founded in 1957 in the Union of Soviet Socialist Republics (the USSR). In 1992 it was transformed into the joint stock company ALROSA. Key shareholders are the Russian Federation government (51 percent), the state government of the Yakutia Republic (32 percent) and local municipalities (8 percent). The company's core business is the production of rough diamonds in Russia and Angola. ALROSA production in 2018 exceeded 36 million carats.
+
+Diavik. In 2018, Diavik recovered 7.26 million carats, including the largest diamond ever found in North America, a single yellow diamond that weighed 552 carats. Dominion Diamond Mines ULC owns 89.9 per cent of Ekati Mine and is the operator.
+
+De Beers. Founded in 1888, De Beers grew into a family of interrelated companies in diamond mining, trading and industrial diamond manufacturing. Key shareholders are Anglo American plc, and the government of Botswana. Rough-diamond production in South Africa, Namibia, Botswana and Canada makes up the core business. De Beers's production in 2018 was 35 to 36 million carats.
+
+Petra Diamonds. An AIM exchange-quoted independent diamond company, Petra Diamonds entered an accelerated growth stage when it merged with Crown Diamonds in 2005, introducing production to the group. Involved in both production and exploration, Petra Diamonds aims to optimize operations at assets acquired from the largest players, especially across Africa. Petra Diamonds's production in 2019 hopes to maintain 3.8 to 4 million carats.
+
+Rio Tinto. Founded in 1873, Rio Tinto is a diversified UK–Australian mining and resources group with headquarters in London and Melbourne. The company produces diamonds in Australia, Canada and Zimbabwe. In 2019, Rio Tinto's production guidance remains between 15 to 17 million carats even though the company reported a 9% drop over the first 9 months of the year. In 2018 Rio Tinto's gross sale revenue was 40.5 billion US dollars.
+
+Botswana (Debswana) production was flat at 5.7 million carats. Orapa production increased by 22 per cent due to a planned increase in the grade of material treated. This was offset by an 18 per cent decrease at Jwaneng due to planned lower grade.
+
+South Africa production decreased by 60 per cent to 0.5 million carats due to lower mined volumes at Venetia as it approaches the transition from open pit to underground. In addition, Voorspoed production ended in Q4 2018 when it was placed on care and maintenance in preparation for closure.
+
+Canada production decreased by 34 per cent to 0.8 million carats primarily due to the closure of Victor which reached the end of its life in Q2 2019.
+
+Rough diamond sales amounted to 7.4 million carats (7.1 million carats on a consolidated basis) from three sales cycles, which compares to 5.0 million carats of sales (4.6 million carats on a consolidated basis from two sales cycles in Q3 2018. Rough sales volumes were therefore higher due to an additional sales cycle in the period compared with the previous year; however, overall demand for rough diamonds remains subdued as a result of challenges in the midstream with higher polished inventories and caution due to macro-economic uncertainty.
+
+Three countries in particular had the largest impact on last year's downturn in rough-diamond output:
+
+ Australia's rough production declined by 3 million carats, representing an 18% drop to 14.1 million carats from 17.1 million carats in 2017 as the country's Argyle mine, owned by Rio Tinto, slides toward its end of life; rough-diamond production in the DRC fell by 2.5 million carats to 16.4 million carats for the year, a 13% decline from the 18.9 million carats produced a year before; and Angola saw production decline by 1 million carats to 8.4 million carats overall, a 11% decline from 2017. While Australia ($12.89/ct) and DRC ($8.31/ct) achieve the lowest value per carat among major producers, Angola saw its average value per carat jump by 25% in 2018 to $146/ct from $117/ct, leading to an 11% increase in the overall value of the country's diamond output despite the decline in volume industry.
+
+To find the single largest contributor to the increase in the value of the world's diamond production, one must look to Botswana, as the country - the second largest producer in the world - increased its output by 6% to 24.4 million carats while the average price earned for its rough remained steady at $145/ct. Canada's output was equal to that of 2017, but the world's third largest producer also increased the value of its production by 2% due to an equivalent rise in the prices achieved for its goods. It is also worth noting that Zimbabwe succeeded in increasing its production by 29% to 3.3 million carats, though it fell well short of its 4.6 million-carat target.
+
+Russia remained the world's largest producer of rough diamonds in terms of volume as well as value, digging up 43.2 million carats (+1%) worth $3.98 billion (-3%) as its average price per carat earned fell by 4% to $92.3. Botswana regained its position as the world's second-largest producer by volume after having yielded that position to Canada in 2017.
+
+In terms of carats produced, only about 7 percent of world production, in all qualities, including industrial, is of diamonds larger than two carats. As a general rule, at least half of the material is lost in the polishing process (i.e., a 50 percent yield), which means that a 2 carat rough diamond would ultimately yield close to a 1 carat polished diamond, according to an IDEX estimate.
+
+Rough Diamond Sales
+
+Diamond polishers (referred to as "manufacturers") purchase rough mined diamonds from different sources and then polish the diamonds into polished diamonds that are destined to be set in jewelry. Gaining access to rough stones is critical to the business of cutters and polishers, and the sale of diamonds occupies one of the key junctures on the supply chain. Rough supply can come from large miners such as De Beers's Diamond Trading Company, ALROSA, and BHP Billiton, from suppliers importing diamonds from a wide range of smaller miners and from traders that specialize in rough. There are three types of rough-diamond sales:
+
+Long-term contracts: Long-term contracts (sight holders) controlled by De Beers,
+
+Auctions: The auction takes place in a multi-round format. Each round, every bag of stones is a given a price. It is open to public.
+
+Spot sales: In spot sales, producers sell a range of diamonds based on one-time contracts.
+
+Cutting and Polishing
+
+In the cutting and polishing stage, skilled craftspeople called lapidaries transform rough stone into finished gems. They aim to create the largest gem possible given the physical properties of the stone. During the cutting and polishing process, most diamonds lose 50 to 60 percent of their weight because material inevitably is cut or polished away.
+
+After a century of dominance in cutting and polishing, centers including Belgium, Israel, the United States and Russia are continuing to lose ground to India. Only several hundred cutters remain in the traditional strongholds, and they mostly work with larger stones. Among those, there are fewer than 1,000 high-end cutters remaining in Antwerp and New York.
+
+Spurring the shift to India has been the availability of low-cost labor, a key advantage in low-margin parts of the supply chain. After the cost of buying the raw materials, labor constitutes the largest expenditure. In the United States, it costs more than $100 per carat to cut a diamond, compared with just $10 in India.
+
+As some governments have passed beneficiation laws mandating that a certain percentage of the cutting and polishing jobs be taken by local residents, the cutting and polishing industry in Africa has also grown significantly.
+
+Healthy growth in the diamond jewelry retail market supported a 2% increase in cutting and polishing revenue, putting the segment on positive ground in 2017.
+
+While the cutting and polishing segment grew overall, profit gains in 2017 were mostly limited to producers of small stones. Companies that specialize in large, high-quality stones experienced pressure from retailers in 2017. That trend reversed in the first part of 2018. To sustain profitability, cutting and polishing companies are focusing on four strategies: managing inventory levels, shortening production cycles, optimizing yields and expanding operations. Technology is leading improvements in the cutting and polishing segment, from digitally mapping and modeling stones to automating cutting processes.
+
+Because of its low labor costs, favorable regulatory environment and relatively easier access to financing, India continued to gain market share in 2017. India's growth came primarily at the expense of China and other countries. India accounts for more than 90% of global polished diamond manufacturing by value, and it dominates in all size segments, including the value-add segment of larger stones.
+
+In China, cutting and polishing revenue increased in 2017, backed by strong domestic jewelry demand.
+
+Access to affordable financing continues to be an issue for some midstream players. Following several defaults in India, some banks have tightened credit requirements. However, transparent and financially healthy players in the cutting and polishing segment reported only limited influence on their ability to secure funding.
+
+According to Bain in the 2019 diamond report, regarding cutting and polishing:
+
+"In 2018, cutting and polishing revenue grew 3%, supported by a healthy increase in consumer demand for diamond jewelry. However, polished diamond sales are expected to drop 10% to 15% by the end of 2019 because of slowing demand for diamond jewelry globally, lower diamond content in jewelry designs, inventory optimization by major retailers and declining available financing for midstream players.
+
+The combination of lower polished diamond sales and excess inventory accumulated by the midstream in 2017 and 2018 reduced net imports by 3% and 30% in 2018 and 2019, respectively. India experienced the steepest decline. In India, weakened local currency, liquidity issues resulting from bank financing cuts, and ongoing effects of demonetization contributed to stockpiling of incoming goods.
+
+Slower sales and stretched working capital damaged the sector's profitability. On average, operating margins in the cutting and polishing segment contracted 2% to 3% in 2019 compared with 2018. To sustain profitability, the midstream companies cut excess capacity and shifted their focus to melee diamond production to maintain factory utilization and minimize working capital. The decline of rough diamond prices exacerbated the situation, leading to stock devaluation and, in some cases, affecting financing options. In the midterm, the segment will continue to operate with significant pressure on the bottom line.
+
+Interest rates, maturity and availability of financing continued to challenge the midstream segment in 2019. Interest rates increased to match rising default risk. In 2019, cutting and polishing players needed longer-maturity loans for two reasons: growth in consignment practices increased the number of days for receivables to turn over, and inventory turnover days increased because of lower demand among certain assortment groups. Traditional diamond banks tightened financing and credit requirements, and key Indian banks became more conservative following the generally poor performance of the Indian financial sector. The current situation presents an opportunity for nontraditional financing options, which are currently limited to a handful of large midstream players.
+
+Short-term pressure on the midstream could lead to long- overdue restructuring and consolidation within the segment. Even in the current situation, some companies are making money. Successful players have shifted from a supply-driven mindset to a demand-driven model in which they make purchasing decisions in line with downstream demand. These companies also offer greater transparency, which is attractive to financing institutions and banks."
+
+Polished Diamond Sales — Demand Trends
+
+In line with positive luxury market trends, global diamond jewelry sales grew 2% in US dollar terms in 2017, fueled by strong macroeconomic fundamentals in the US, resurging demand from Chinese millennials, and increasing sales in the self-purchasing category in China. The demand for diamond jewelry is expected to accelerate in 2018. However, if the trade war between the US and China continues, it may have a negative effect on the growth prospects for global demand in the short to medium term.
+
+Although changes that take place all along the diamond supply chain do tend to affect polished diamond prices, some of those fluctuations are absorbed by players in the middle of the supply chain, where pricing competition is intense. As a result, prices for the end product, diamonds, generally do not fluctuate as much as rough diamond prices.
+
+The single most important factor affecting polished diamond pricing is consumer demand.
+
+Historically demand has been driven by macroeconomic factors such as total private consumption and the size of the middle class in different countries. As the world economy has grown over the past century, so has the demand for diamonds.
+
+Inventories play a less significant role in regulating the prices of diamonds than the prices of diamonds. One reason is that the industry has become so fragmented that any given company does not hold sufficient stockpiles to affect global prices. Second, cutters and manufacturers want to turn over their inventories as quickly as possible in order to free up cash for the business.
+
+For centuries Antwerp was the center of polished-diamond sales. While that city remains a leading destination for the diamond trade, the market has dispersed. More than half of sales today take place in the central and regional offices of diamond cutters and polishers. Buyers can also go to India, Hong Kong, New York and other places. In some cases, sellers will even travel to meet the buyers.
+
+The United States remains the largest market for diamond jewelry sales and export, but most new growth worldwide comes from China, India and the Persian Gulf states.
+
+15 countries that exported the highest dollar value worth of diamond/jewelry during 2018.
+
+India: $25.6 billion (18.8% of total)
+
+United States: $20 billion (14.7%)
+
+Hong Kong: $16.2 billion (11.9%)
+
+Belgium: $15 billion (11%)
+
+Israel: $14.4 billion (10.6%)
+
+United Arab Emirates: $13.5 billion (9.9%)
+
+Botswana: $5.9 billion (4.3%)
+
+Russia: $5 billion (3.7%)
+
+Canada: $2.4 billion (1.8%)
+
+South Africa: $2.1 billion (1.6%)
+
+United Kingdom: $2.1 billion (1.5%)
+
+Switzerland: $2 billion (1.5%)
+
+Thailand: $1.7 billion (1.2%)
+
+Namibia: $1.7 billion (1.2%)
+
+Singapore: $1.5 billion (1.1%)
+
+ 
+
+Global retail sales of diamond jewelry amounted to nearly $85.9 billion in 2018, according to JCK.
+
+The vast majority of diamonds are sold on the low- to mid-end retail market, largely in the U.S. and Asia. A much smaller quantity of top-quality diamonds is entering the high-end jewelry market. There is no dominant diamond jewelry brand globally: Chow Tai Fook Jewellery, which operates mainly in China and Hong Kong, and Signet Jewelers, which operates under a number of brand names in the U.S. and UK, are the largest diamond jewelry retailers by value, with total sales in 2019 of $6.25 billion. Worldwide net sales for 2018 rose 7% to $4.4 billion for Tiffany & Co.
+
+Global consumer demand for diamond jewelry hit a new high in 2017, climbing to $82 billion, a two per cent increase on the previous year, according to industry insight data published today by De Beers Group.
+
+The US was the main driver of growth for the fourth consecutive year, where positive macroeconomics and strong consumer confidence saw demand for diamond jewelry increase four per cent to $43 billion, representing more than half of total global demand. An increase in self-purchase of diamond jewelry helped drive demand, representing 33 per cent of total US diamond jewelry pieces acquired in 2017.
+
+ Consumer demand in Mainland China, the world's second largest consumer market for diamond jewelry, also returned to positive growth in 2017, reflecting the trend of the broader luxury goods sector. Demand increased three per cent in local currency and one per cent in US dollars, totaling US$10 billion. Growth was supported by strengthening macroeconomics towards the end of the year and a 20-year high in consumer confidence. In addition, there was a revival in the Hong Kong market in the second half of 2017, driven by both stronger local demand as well as a resurgence of Mainland visitor shopping. According to De Beers report Demand for diamond jewelry in the other main consumer markets of India, Japan and the Gulf saw low single digit declines in US dollar terms, affected by a range of macro-economic factors and regulatory and exchange rate impacts. Consumer demand in other diamond jewelry market globally increased overall.
+
+Bain's outlook for 2020 demand growth remains positive in most of the main diamond consuming countries, based on solid world economic prospects, positive consumer sentiment and continued investment from the diamond industry in category marketing.
+
+Historical Diamond Price Volatility
+
+The wholesale prices of diamonds have experienced volatility during certain periods over the last decade and similar fluctuations going forward, should they occur, would be expected to have a direct impact on the value of the Shares. Nevertheless, despite these periods of volatility, the diamond market has been less prone to the cyclical price fluctuations typical of many commodities, due both to its fairly steady retail demand and the strong market position of major market participants. Movements in the wholesale and retail prices of diamonds in the past are not a reliable indicator of future movements. Price variation may be influenced by various factors, including (i) general economic influences on jewelry demand, (ii) production and cost levels in major diamond producing regions, (iii) activities of major diamond producers, and (iv) global or regional political, economic or financial events.
+
+Historical Correlation of Diamonds to other investment assets 
+
+ 
+
+Retail Demand
+
+The luxury category has been stable compared with global GDP for the past five years, marking a resilience to generational shifts. The luxury segment has adapted to changing consumer preferences and behavior. Keeping in line with luxury market trends, global diamond jewelry sales grew 2% in US dollar terms in 2017. Demand for diamond jewelry is expected to continue or even accelerate in 2018, steered by high demand from affluent consumers.
+
+An increase in retail diamond jewelry sales is attributed to a strong economy and favorable macroeconomics in the US, namely growing consumer credit, shrinking unemployment and higher wages.
+
+Demand in China grew for the first time since 2013, picking up momentum from millennial buyers. Favorable adjustments to tax and customs policies should support continued Chinese growth. The online channel is expected to bring additional diamond jewelry sales to regions in China with limited physical retail footprint.
+
+As in years past, India had the highest potential for diamond jewelry retail growth, yet its revenues remained flat. Despite inflation and a weaker rupee in the first half of 2018, personal disposable income is expected to grow in India and provide basis for increase in demand.
+
+In 2017, performance was tempered in Europe by lower consumer confidence and in Japan by weak economic fundamentals. Both are positioned to rebound in 2018, thanks to higher tourism volume and euro appreciation in Europe and decreased unemployment in Japan.
+
+If the US and China continue to dispute trade terms, economic growth prospects in both countries could be negatively affected, or consumer confidence could dwindle. While nothing detrimental has materialized, the potential outcomes of an ongoing trade war should be considered.
+
+According to Bain in the 2019 diamond report, regarding diamond jewelry retail:
+
+"The global personal luxury goods market, the bellwether of the diamond jewelry industry, experienced slower growth in 2018 and 2019. The slump was caused by moderating global GDP growth, lower consumer confidence. Global diamond jewelry retail posted 2% sales growth in 2018, but sales are expected to decline by up to 2% in 2019, based on the results of the first three quarters. A strong holiday season could reverse the trend.
+
+In 2019, US diamond jewelry retail sales are expected to fall 2%, in contrast to 3% growth in 2018. There are three key reasons for the reversal. First, consumer confidence fell to its lowest point since 2016 because of uncertainties surrounding the labor market, trade tension and a possible recession. Second, a continuous decline in Chinese travelers to the US lowered luxury purchases overall. And third, an extra 15% tariff on Chinese jewelry went into effect in September 2019 and could impact sales during the crucial holiday season.
+
+In 2018, the Chinese market, including Hong Kong, grew 4%. In 2019, that trend reversed; the Chinese market is expected to decrease by 5% in US dollars equivalent and 1% in local currency. The shift is attributed to yuan depreciation, declining consumer confidence stemming from trade tension between the US and China, and significantly lower sales in Hong Kong amid protests in the area. The decrease will be partially offset by growth in local consumption in Mainland China. 
+ A repatriation trend is being driven by import duty reductions, stricter gray market control and price harmonization among international retailers.
+
+The Indian diamond jewelry market declined by 1% in 2018 following rupee depreciation and the bankruptcy of large jewelry retailer Gitanjali in India. In 2019, sales are expected to return to healthy 3% growth due to increased customer confidence, a growing population of working women and 
+ a shift in preference from occasion-only to everyday jewelry. However, retail sales are being reined in by tighter tax controls for luxury spending, a spike in gold prices and continuing rupee depreciation.
+
+In 2019, performance in Europe was negatively affected by sociopolitical turmoil in the UK and France, but this was partially offset by higher tourism spending in the Eurozone. Japan is expected to remain stable in 2019 because of lower consumer confidence and decreased spending by Chinese tourists.
+
+The midterm outlook for 2019–20 remains uncertain given continued geopolitical instability, strong signs of an impending recession and limited marketing support, especially for nonbranded and lower-end jewelry. The branded luxury diamond jewelry segment, which accounts for about 15% of the total diamond jewelry market, is expected to perform well, growing at high single digits. That is in line with the growth of personal luxury goods."
+
+Lab Grown Diamonds
+
+Lab-grown diamonds have existed for more than 60 years, with limited effect on the natural gem-quality market. But advancements in technology have pushed the lab-grown market into a more competitive position. Most notably, new chemical vapor deposition (CVD) technology deeply cut the cost to produce larger, higher-quality diamonds. Today, it costs $300 to $500 per carat to produce a CVD lab-grown diamond, compared with $4,000 per carat in 2008.
+
+As production costs have dropped, retail prices have followed. The retail price of gem-quality lab-grown diamonds nearly halved in the past two years, while wholesale prices dropped threefold. Prices are expected to decrease even further as production efficiencies increase, new competitors enter the market and the segment commoditizes.
+
+Lab-grown diamond producers have two options: to pursue gem-quality production for retail jewelry sales or to produce diamonds for high-tech applications. The latter option has the greatest potential for long-term growth and profitability, as well as low barriers to entry. Sensors, semiconductors and medical cutting tools, for example, present an emerging market for CVD-produced diamonds.
+
+The current gem-quality, lab-grown polished diamond capacity is estimated at 2 million carats majority of which is melee (diamonds size less than 0.18 carats). By 2030, the market could grow to between 10 million and 17 million carats, if the segment can sustain its current growth rate of 15% to 20% annually supported by consumer demand and attractive economics. But we believe manufacturing capacity will be a major limiting factor in the short to medium term.
+
+The demand for the Diamond Standard commodities, by individual and institutional investors (which only consume natural diamonds), may serve to further differentiate the demand for natural diamonds versus lab-grown diamonds. Otherwise, marketing and consumer perception will determine the effect of lab-grown diamonds on the natural diamond market. Three scenarios exist: Consumers could perceive lab-grown and natural diamonds as interchangeable, as two different products, or somewhere in between. Marketing could uphold the value of natural diamonds, especially if the prices of lab-grown diamonds continue to drop. It's probable that consumers will view lab-grown diamonds as fashion jewelry but not luxury goods, limiting the effect on natural diamond demand.
+
+De Beers Groups's launch of a lab-grown fashion jewelry retailer called Lightbox Jewelry, and the US Federal Trade Commission ruling on diamond terminology were major news in 2018. Lightbox does not provide grading reports for its products, as it states that grading reports exist as a record of a diamond's rarity and, therefore, its value — with products that can be mass-produced to a particular recipe, Lightbox notes that grading reports could confuse consumers about the value of their lab-grown stones. Lightbox uses a linear pricing model, reflecting the linear cost of production, whereby all lab-grown stones cost $800 per carat, regardless of size. As the lab-grown industry continues to evolve and lab-grown diamond prices decline, players along the entire natural diamond value chain will need to determine how to respond and how to position their products with consumers.
+
+In July 2018, the US Federal Trade Commission amended its Jewelry Guides, clarifying "a diamond is a diamond" regardless of its origin. However, modern gemological equipment is generally able to differentiate natural from lab-grown diamonds.
+
+The effects on natural diamond demand and price will depend on consumers's perceptions and preferences. If the natural diamond industry can differentiate its stones from lab-grown diamonds (perhaps positioning lab-grown diamonds as fashion jewelry rather than luxury items), the effect on natural diamond demand by 2030 will be limited up to 5% to 10% in value terms. Given the pace of declining production costs and wholesale and retail prices, we expect lab-grown stones to become accessible to a wider consumer audience, potentially increasing demand for diamonds in general. In the short to medium term, growth of lab-grown diamonds will be limited by manufacturing capacity, access to technology and intellectual property, and availability of funding.
+
+According to Bain in the 2019 diamond report, key industry trends are shaping the future of the diamond industry. 
+
+"Four trends have the highest potential to impact the industry in the near term: rapid growth of online sales channels, increased marketing spending to support the natural diamond industry, developments in lab-grown diamonds, and an increased focus on the environment and sustainability.
+
+At just 5% to 10%, the share of online diamond jewelry sales lags behind other consumer products. However, e-commerce is accelerating, and major diamond jewelry retailers in the US and China increased their online sales to 13% and 11%, respectively. Greater pricing transparency and retail stock optimization caused by e-commerce will significantly affect demand and pricing for polished diamonds.
+
+Mining companies increased their marketing efforts, both brand-focused and generic, and raised marketing budgets to historically high levels. In 2019, more than $200 million was invested in diamond industry marketing, including $70 million to $80 million of generic marketing channeled through the Diamond Producers Association. The industry is using marketing to combat complex challenges, such as rapidly changing customer preferences, increased competition from the Experiences and Electronics categories, and the rapidly growing lab-grown diamond market.
+
+In 2018 and 2019, production of lab-grown diamonds increased 15% to 20%, with majority of the growth coming from China. As the lab-grown market evolves, several business models are emerging. Chinese companies primarily use high-pressure, high-temperature (HPHT) technologies to produce rough diamonds, competing on lowest production cost. In the US, companies are pursuing a vertically integrated business model by selling premium branded jewelry. If we assume that early growth in the lab-grown market happened because both wholesale and retail prices were decreasing differentially, allowing players to earn better margins than with natural stones, then wholesale prices have stabilized. We expect additional pressure on retail prices to accelerate lab-grown diamond jewelry sales.
+
+Both consumers and investors are demanding more transparent and environmentally responsible practices. Multiple industry initiatives are focused on pipeline transparency and traceability, which could increase the confidence of both lenders and consumers. Midstream operations may become more transparent and more efficiently managed as a result."
+
+Conclusion: Supply and Demand, according to Bain
+
+"Global rough diamond supply is projected to decrease 8% to 15% by 2021 compared with 2019. The dip will be followed by stable production through 2030. If mining companies are confident in long-term price growth, they will invest in new projects to maintain production levels around 140 million carats. If confidence is lacking, supply may decrease annually by 1% to 2%, settling at around 110 million carats. If fundamental factors such as GDP and middle-class growth are strong, and if marketing efforts create sufficient emotional appeal for diamond jewelry, then demand is expected to grow at an average annual rate of up to 3%. Our outlook incorporates potential shifts in consumer preferences and reflects fundamental supply and demand factors rather than short-term fluctuations.
+
+The global economy is projected to grow at an annual rate of 3% through 2030. The US, China and India will continue to lead growth in diamond jewelry consumption. Following a relatively brief recession in the next one to two years, we expect the US to grow around 2% annually in the long term. The middle class will expand in China and India by 4% and 9%, respectively, and personal income will increase for Millennials and Generation Z. In combination, these factors provide a strong foundation for growth. Growth rates may be slower over the next few years if a global economic slowdown occurs, but long-term diamond jewelry consumption should be unaffected.
+
+Based on lessons learned from natural and synthetic sapphires, we expect lab-grown diamond substitution to stay within 5% to 15% in value terms through 2030. Lab-grown and natural sapphires have remained separate markets for more than 20 years, and synthetic sapphires account for 15% of the total gem-quality market in volume. Lab-grown diamond prices have been falling, which may lead to a sustainable business in costume jewelry. As mines deplete, lab-grown diamonds could offset a portion of the reduction in supply of natural diamonds.
+
+This forecast does not consider several factors that could disrupt the supply–demand balance in the short term and slow the overall global trajectory. Consumer confidence and demand for diamond jewelry could be negatively affected if the US recession is longer than expected or if the slowdown and uncertainty in China caused by trade tension continue. Ongoing currency fluctuations and short-term policy changes in India could disrupt that country's potential, as they have in the past. The biggest potential disruption is consumer preference. Continued and concerted marketing efforts are imperative to sustain long-term demand."
+
+The Bain Global Diamond Industry 2019 report is available at
+
+www.bain.com/insights/global-diamond-industry-report-2019
+
+ 
+
+DIAMOND STANDARD BARS AND COINS
+
+Diamonds are one of the world s most valuable natural resources and hard asset, and yet unlike gold, silver, or platinum, they have never been available as a liquid commodity suitable for most investors. This is due to several challenges inherent to diamonds:
+
+Every diamond is different. Unlike gold, the weight of a diamond does not determine the scarcity and value of the natural resource — diamonds have various weight, clarity, color and other factors. As a diamond becomes larger, more colorless or more flawless, that diamond s beauty, demand, scarcity, and ultimately market value, increases exponentially;
+
+The process of valuing diamonds is complicated and highly subjective. The value of a diamond depends on its carat weight, clarity, color, fluorescence, and all the factors resulting from the cutting and polishing of that diamond, such as shape, symmetry, proportions, and polish. These factors can be qualitatively and comparatively graded by a gemological laboratory; however, the lab does not estimate the value. The determination of each diamond s value is subjective, meaning that they largely depend on the opinions of individuals. Even when one diamond trades as a result of an opinion being confirmed by a transaction, the transaction price for one diamond does not ensure the same value for a similar diamond;
+
+The prices of transacted diamonds are opaque. The results of transactions between market participants have been secret, or only reported through self-serving wholesale surveys and indexes. Until now, there have been no market maker or centralized limit order book exchanges for diamonds, which would force a regular price discovery process for large numbers of diamonds;
+
+Historically diamond supply was controlled by a single cartel, De Beers, which enforced a distribution model that preserved price secrecy and maximized the profit for itself and its members;
+
+Diamond trade has been largely unregulated. Because diamonds have been traded privately, and there are no centralized markets or investment products, the supply chain has not been subject to the oversight common to market-traded commodities;
+
+When diamonds trade, the transaction costs have been immense. When diamonds are sold through wholesale and retail channels, the total markups can total 50% or more. When consumers sell a diamond they purchased at retail, they can only expect to sell it at a discount from wholesale. Even when investment diamonds are sold between investors, it is often through auction houses, which routinely collect 15-25% auction fees. This transaction friction reduces the liquidity and return of diamonds, especially compared to precious metals.
+
+In summary, until now, diamonds have lacked a fungible, standardized commodity that would make them useful to most investors. A regulated, standardized commodity should enable investors to benefit from transparent price discovery, liquidity, and low transaction friction, and make diamonds a useful investment asset and store of wealth.
+
+ 
+
+The regulator approved diamond commodity
+
+Diamond Standard Bars and Coins are a new and regulated diamond commodity produced by the Diamond Standard companies. They are engineered to be fair and fungible, to force the price discovery for loose diamonds, and to trade with liquidity and transparency, at a market-determined price.
+
+Every Diamond Standard is produced from a statistically valid sample of natural diamonds, that together aggregate to a public standard of gemological scarcity. All diamonds used in Diamond Standard Bars and Coins are GIA graded, and all diamonds are acquired through transparent bidding on a member-governed exchange, under regulatory supervision, and audited by Deloitte.
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Like gold, Diamond Standard Bars and Coins are priced by the market, and trade on exchanges. The Bars are designed to represent ten (10) times the gemological scarcity as the Coins, and to generally be valued by the market ten times the price. The ratio is supported by futures and options contracts, and in the design of the Creation Basket for creating Shares for the Trust but could be altered by market forces.
+
+Diamond Standard Bars and Coins feature advanced technology—in addition to the diamonds, inside each bar or coin is a wireless encryption chip. This chip enables remote audit and instant authentication, and most importantly it stores a blockchain token.
+
+The blockchain stores a permanent and public repository of all data relevant to every commodity, so anyone can audit the creation process. Diamond Standard Ltd. has a license pending approval under the Digital Asset Business Act 2018 (as amended) ("DABA") and will be regulated by the Bermuda Monetary Authority. The Diamond Standard Bar and Coin contents are public:
+
+Independent Grading. Direct access to the GIA Grading Reports for each natural diamond,
+
+Gemological Scarcity. Each Coin or Bar contains a group of diamonds that on aggregate meet or exceed the public scarcity minimum (carat weight, clarity, color and other gemological factors), and
+
+Valid Sampling and Transparent Bidding. The diamonds were purchased as part of a statistically valid sample of all diamonds, through transparent, market clearing bids on a member-governed exchange.
+
+ 
+
+Making a Fair and Fungible Diamond Commodity 
+
+Diamond prices are non-linear, because the gemological scarcity of various quality characteristics is non-linear. A &frac12; carat D flawless diamond is not twice the scarcity or value of a &frac14; carat D flawless diamond. As they become larger, more flawless, or more colorless, diamonds become exponentially scarcer, and more valuable. Up to now, establishing a diamond s in value, as the various qualities change, has been an opaque, individual and subjective process, with only price estimates and opinions as a guide.
+
+To create a fair diamond commodity, we begin with transparent price-discovery. The design of the Diamond Standard makes this possible, because they consume a continuous range of all possible qualities of round diamonds between 0.23 carats to 2.10 carats. Every carat weight, color, clarity, fluorescence, in every possible combination. A total of 16 million permutations, covering around 94% of all gem quality diamonds. The commodities consume this range of diamonds in a consistent, but flexible amount, that can be easily audited.
+
+To fulfill commodity demand, Diamond Standard Ltd. purchases large, statistically valid samples of all-round diamonds in the range, on a consistent basis. The gemological data of every sample are made public, recorded permanently on a blockchain, including the GIA grading information for each diamond.
+
+Diamond Standard Ltd. is a unique buyer in the diamond market. It alone purchases diamonds based strictly on their grading report, without inspection, and without the option to return the diamonds to the seller. Diamond Standard pays for all diamonds it purchases upon delivery to an independent gem lab, which verifies the grading report. Diamond Standard Ltd. never touches a diamond, nor the final commodity.
+
+The Diamond Standard Exchange Ltd. provides global settlement, meaning that whether the purchased diamond is from India, Belgium or Israel, Diamond Standard pays for the delivery to where it needs it for a commodity. This global settlement needed by Diamond Standard Ltd., enables Diamond Standard Exchange Ltd. to increase efficiency for the entire diamond industry.
+
+Once the statistically valid sample of diamonds is purchased and delivered to the independent gem lab, the diamonds are fairly distributed into equal-scarcity groups by an optimizer system. Subject to a variety of constrains to enforce homogeneity, the solver sorts diamonds into sets that are each within 4% of the permanent gemological median. Some constraints include:
+
+Number of diamonds
+
+Minimum carat weight
+
+Factor weighted total color
+
+Factor weighted total clarity
+
+ 
+
+The characteristics and grading reports for every set of diamonds in every commodity, and the details of statistically valid samples from which they were distributed, are public and recorded on a blockchain. This provenance provides a mathematical proof that each individual commodity is fair, because it was sourced via transparent bidding on a regulated exchange, resulting in a statistically valid sample.
+
+Anyone can verify the fairness and fungibility of any sample or individual commodity.
+
+In commodity market terms, the diamonds inside each Diamond Standard coin or bar are the "Cheapest to Deliver." Diamond Standard Ltd. bids strictly on the certified gemological features of a diamond, and not on its appearance, within the constraints of the grading standards, which for example require a "Very Good" cut. Presumably, the seller accepting the Diamond Standard Ltd. bid is offering the worst, or cheapest diamond matching those characteristics. A selective buyer might purchase ten gemologically identical D Flawless diamonds, and then return seven or eight of them. Diamond Standard Ltd. never rejects a diamond it purchases through exchange bidding, and must purchase every quality, including D Flawless—assumedly the worst D Flawless diamond. Diamond Standard Ltd. s transparent bidding discovers the floor—the market price of the worst example of every gemological grade. But in our example, that diamond is nonetheless a GIA graded D Flawless diamond.
+
+This consistency of the Diamond Standard Ltd. process, based on transparent price discovery with no human subjectivity, ensures that each commodity contains the same gemological scarcity, even if produced decades apart.
+
+The First Diamond Market Maker 
+
+When Diamond Standard Ltd. produces the diamond commodity, it must purchase a statistically valid sample of diamonds, through a transparent bidding process on the member governed Diamond Standard Exchange Ltd. This unique requirement positions Diamond Standard Ltd. as the world s first loose diamond market maker. Although it is strictly a buyer, and not a seller of loose diamonds, Diamond Standard Ltd. is instigating price discovery, and consolidating liquidity.
+
+Diamond Standard Ltd. offers an actionable bid on every possible variety of natural diamond between 0.23 to 2.10 carats and raises those bids until a valid sample is purchased.
+
+This bidding is managed by an automated market making system. The system constantly makes, adjusts and withdraws bids for 16 million varieties of diamonds, by carat weight, color, and clarity, throughout the day. The bids are limit orders, preventing the purchase of an excessive number of similar diamonds.
+
+The automated market making system starts the day with low-bid limit orders for every diamond type. As bids are accepted, the system cancels the bids for similar diamonds heuristically, and runs regressions to test the fit of the purchased sample to the required distributions of color, carat weight, clarity and other factors. The optimizer will identify the gaps in the distribution, instructing the market making system to raise the bids for all missing ranges.
+
+This process continues iteratively until Diamond Standard Ltd. acquires all diamonds needed to form a statistically valid sample and fulfill current commodity orders. As long as there is commodity demand, this bidding process ensures daily price discovery for the Cheapest to Deliver example of a large, statistically valid sample of every permutation of diamond types. All gemological data regarding every sample is made public, and permanently accessible on a blockchain—preventing any modification.
+
+Short term, localized market factors, such as Chinese demand for lucky 1.8 carat and 0.8 carat diamonds will not impact the commodity production, since the optimizer has a degree of freedom to consume 0.79 carat and 1.79 carat diamonds. However, broader supply factors, such as the discovery of a new mine producing all G color diamonds, will be reflected in the overall market value of the commodity, since an entire color range cannot be avoided.
+
+The First Centralized Limit Order Book for Diamonds 
+
+Diamond Standard Ltd. makes a bid for every permutation of gemological quality round diamonds between 0.23 to 2.10 carats, therefore the premium or discount offered for every change in quality is known. For the first time, this makes a centralized limit order book for diamonds possible.
+
+If like other commodities, 16 million permutations resulted in 16 million order books, each book would have a depth near zero—even if there are one million diamonds offered on the exchange. In this exchange, the depth of the book is fixed to show hundreds of similar diamonds, price adjusted by the dynamic premium or discount for various small changes in the quality factors. A deep limit order book is formed around any diamond being offered. Prices are quoted as percent premium or discount from each diamond's relative market maker BID. See the order book example below. The Ask increases as a percent premium on the market maker Bid. Each diamond has already been adjusted by the current factor premium/discount.
+
+Pricing the Commodity, Establishing the Gemological Median 
+
+Diamond Standard Ltd. does not set the market price for the diamond commodity, the Coin and Bar. Those values are determined by market participants, in secondary trading. This is the same as with gold — the producers of gold bars do not set the market price. As primary dealer, Diamond Standard sells commodities at a fix price determined by the market through trading between brokers or owners. Diamond Standard acquires loose diamonds for new commodity production at the individual market-clearing prices determined by today s loose diamond market. Diamond Standard Ltd. never sets either price, each market sets its prices naturally.
+
+Diamond Standard Ltd. adds value, providing loose diamond market-making, sourcing and assembling diamonds for the commodity, manufacturing and delivering the commodities, and building and maintaining the technology for audit, authentication and transactions. As a result, commodity users benefit from fungibility, market valuation, liquidity and low transaction friction. Diamond Standard earns a spread, if any, between the commodity fix price, and the loose diamond cost. That spread is determined by the markets, not by Diamond Standard.
+
+The only time Diamond Standard Ltd. sets a price for the commodity is at the initial offering. At the offering, the diamond content inside the commodity is determined by a reverse auction—the first purchase of a statistically valid sample of diamonds.
+
+The initial offering of the Diamond Standard Coin was priced at $5,000 per coin, selling 5,000 coins for a total of $25 million. This $25 million was used to purchase the first statistical sample of diamonds between 0.23 to 0.75 carats. The yield of the purchase established the permanent median that must be achieved for every future purchase of statistically valid samples of diamonds.
+
+The Diamond Standard Exchange
+
+To enable Diamond Standard Ltd. to purchase statistically valid samples of all-natural diamonds, using an automated market-making process, it created an electronic loose diamond exchange. To ensure long-term supply, Diamond Standard Exchange Ltd. is member governed. The members are many of the largest diamond sellers and buyers, worldwide. The exchange is an exempt company incorporated in Bermuda and intends to be regulated by the Bermuda Monetary Authority.
+
+With Diamond Standard Ltd. as a market maker, the exchange uses a new type of dynamic centralized limit order book. Every diamond has a depth-of-book composed of the closest peer diamonds, with all prices quoted in percentage premium and discount terms. In this way, a centralized limit order book with 16 million varieties is possible. Only members have access to the exchange to view prices or trade, and many members are expected to compete to purchase diamonds from consumers. All-natural diamonds listed on the exchange must be registered on the Diamond Standard Registry blockchain, to ensure permanent public access.
+
+ 
+
+ 
+
+In addition to the centralized limit order book, the Diamond Standard Exchange provides services intended to substantially increase the efficiency of the diamond supply chain
+
+1.Global custody &nbsp3. Arbitration and membership standards
+
+2.Global physical settlement &nbsp4. Corporate responsibility standards
+
+All exchange members must adhere to capitalization, settlement and ethical standards, and post capital to maintain good standing. If there are any disputes between members, the exchange provides mediation and arbitration.
+
+The reduction of each member's shipping expenses, insurance, vault facilities, and staff, and the reduction of risk, are expected to reduce the cost of sales in the diamond industry significantly.
+
+The price transparency, product discovery, and efficient global settlement are expected to reduce the number of intermediaries significantly. Today, Bain estimates that each diamond goes through 6.5 owners, from mine to consumer, which the exchange can reduce to three.Technology Overview 
+
+Diamond Standard Coins holds the set of diamonds obtained from the transparent bidding process to acquire a statistically valid sample of all diamonds. The coins are a physical and digital commodity, providing deliverability, fungibility, security, and authentication, with a blockchain interface.
+
+High security:
+
+Tamper-evident, transparent diamond puck, with authentication taggants
+
+Embedded wireless 1,024-bit encryption chip for authentication and transactions
+
+Optical fingerprint formed in liquid resin, for tamper-proof authentication
+
+Authentication application on a standard Android smartphone with NFC
+
+Smart cabinet for custodians, with wireless auditing, network interface, and blockchain transaction processor
+
+FIPS 140-2 hardware security module (HSM) for encryption key management
+
+Token enrollment application, burning the encryption circuit, registering optical fingerprints, and publishing Tokens. The blockchain address for each diamond is embedded in the Token
+
+Eco-friendly acid can dissolve a Coin, and recover the certified diamonds
+
+ 
+
+Token Based Trading, Proof of Asset
+
+Each commodity stores an inseparable BCC or BCB blockchain Token.
+
+For every transaction, the network audits the physical coin, when held by a custodians. A physical hold is placed until transactions clear. An Open API enables lien functions.
+
+ 
+
+Diamond Standard Token (BCC and BCB)
+
+Ownership of a Diamond Standard Coin or Bar
+
+Portable between blockchain platforms
+
+Used to asset back any digital currency or contract
+
+A Bitcarbon Coin (BCC) or Bitcarbon Bar (BCB) Token is created when a Diamond Standard is manufactured—the embedded chip is registered in the authentication system, and the information is stored on the Bitcarbon Commodity blockchain.
+
+Together, the BCC or BCB Token and the Diamond Standard form a unique asset that is simultaneously digital and physical. The only BCC and BCB tokens are those inside a physical commodities. A permanent 1:1 ratio. No tokens exist without a delivered commodity.
+
+The owner of the Token can take delivery of the commodity and use it as a portable asset. At this point it is offline; no digital transactions backed by its value can take place.
+
+The commodity is fungible and has a daily public market price. It can be instantly authenticated with a consumer smartphone and freely traded anywhere in the world. BCC/BCB Tokens will be issued by Bitcarbon Technologies Ltd. a Bermuda exempted company which has applied for a digital assets business license from, and to be regulated by, the Bermuda Monetary Authority.
+
+Custodians store Diamond Standard in an online smart cabinet with a wireless sensor. The embedded encryption chips inside the commodity are remotely challenged and validate all transactions. The transaction blockchain (not the Master) records all transfers.
+
+Since the Diamond Standard are physically held by a custodian, theft by remote hacking is impossible. The physical asset is secure until transactions are successfully cleared.
+
+A key feature of the Bitcarbon BCC/BCB Token is a lien function, which can be integrated into any smart contract supported by the platform hosting the Token. The lien will enable borrowing and lending, and a variety of conditional transactions.
+
+Total Tokens: Unlimited (constrained by natural diamond supply)
+
+Asset-backing: 1 indivisible BCC/BCB per Diamond Standard Coin, which contains a fungible commodity set of exchange traded, natural, certified diamonds.
+
+Exchange: ERC-20 Token compatible with any exchange, tradable in any currency
+
+Settlement: Delivered (and taxed as required) in 9 local jurisdictions worldwide
+
+Initial value: The market sets the price, just like the gold market 
+
+Two denominations: day one $5,000 & $50,000, then market determined
+
+Utility: The zero trust, digital + physical asset,
+
+Platforms: Tokens by default delivered as ERC-20. EOS, Ethereum, Hashgraph tokens available at launch, other public and private blockchains soon.
+
+ 
+
+Token Characteristics
+
+Unlike any other crypto asset, each BCC/BCB is fungible and indivisible, backed by a physical commodity that is directly authenticated and audited during every transaction.
+
+The Diamond Standard ecosystem is Zero Trust because every fact can be directly verified by anyone. Counterparties do not need to trust that the asset exists, that it is real and has value, that the owner has it, or that it is deliverable. Every fact is always verified, with Proof of Asset.
+
+Liens and Lending
+
+Whenever the Diamond Standard is held by a registered custodian in an online smart cabinet, the owner may utilize the BCC/BCB Token for a wide variety of digital applications. The Bitcarbon Commodity blockchain records issuance to a transaction blockchain, and owners have the option to embed an identity hash. Diamond Standard purchasers may choose from multiple currency and smart contract platforms, including Ethereum, EOS, Hashgraph and Ripple. More coming soon.
+
+The BCC/BCB Token has a lien feature, enabling the owner to pledge the token and its underlying asset to asset-back a crypto transaction. The lien feature enables parties to use a BCC/BCB Token as security for any trade, loan, sale, or other smart contract on that platform.
+
+Theft Resistance and Asset Recovery
+
+Scenario 1: A hacker steals the BCC or BCB Token key.
+
+Scenario 2: A burglar steals the Diamond Standard Coin.
+
+Scenario 3: Next of kin does not have the token code.
+
+1. If an owner possesses their Diamond Standard Coin, or if it is held by a custodian, a hacker can only steal the token key. The physical asset remains safe, but you must take action.
+
+If the key is stolen while the Diamond Standard Coin is held by a custodian (BCC/BCB Tokens are frozen otherwise), the owner can stop the custodian from releasing the asset. Custodians can only physically release a Diamond Standard Coin 72 hours after a change in ownership (there is a good chance that only the owner knows the exact custodian's location). Diamond Standard Coins are physical property, subject to the jurisdiction of the courts where the custodian is located. Instruct the custodian to remove the Diamond Standard Coin from the smart cabinet (freezing all transactions) and hold it for court adjudication. A hacker is unlikely to appear in court. Owners who falsify a restraining order can be found in contempt of court.
+
+If the owner possesses their Diamond Standard Coin but lost the key to the BCC/BCB Token, they may return it to Diamond Standard in order to obtain a new BCC/BCB Token. Ownership is recorded on the blockchain. For a fee, Diamond Standard verifies the Diamond Standard physical commodity and verifies the owner's identity. The Diamond Standard must destroy the Diamond Standard Coin and encryption chip and recover the diamonds, which are then placed in a new Diamond Standard Coin with a new BCC/BCB Token. If the coin, or individual diamonds, are on the HotList, Diamond Standard will hold them for arbitration.
+
+2. If someone steals a Diamond Standard Coin, they have the physical asset but not the digital key. As with any valuable physical commodity, if it is stolen it is lost. But the owner can prevent all digital transactions and there is a chance to recover the diamonds. The HotList is a blockchain for Diamond Standard Coin owners to list their Diamond Standard Coin as stolen, along with the certified diamonds inside. Custodians will not accept a stolen Diamond Standard Coin (nor any Diamond Standard Coin without the digital token). In real-world transactions, the Diamond Standard Coin must be authenticated by the Diamond Standard mobile app during a physical sale, which is the only face-to-face transaction type. The Diamond Standard Coin must be physically present to enable the app to authenticate it and permit the wallet to transfer the token to a new owner's address.
+
+3. A Diamond Standard Coin is physical property, subject to probate law in the jurisdiction where they are located. Upon settlement, the inheritor or custodian can return the Coin to Diamond Standard for destruction and Diamond Standard will reissue a new Coin and BCC/BCB token to the court-approved inheritor, containing the same diamonds.
+
+Asset authentication and Transactions
+
+When a Diamond Standard Bar or Coin is deposited with a custodian, the custodian stores it in a Diamond Standard Smart Cabinet. This cabinet has wireless transceivers, and can communicate with each bar or coin, auditing and authenticating the encryption chips, and transacting the blockchain tokens.
+
+When held by a custodian, Diamond Standard Bars and Coins can be bought or sold merely by transacting the blockchain token. The token is the title, and ownership is recorded on the blockchain. The physical Bar or Coin can remain in the custodian s possession, in the name of a new owner, or they can be delivered to the new owner.
+
+The blockchain tokens are inseparable from their Diamond Standard Bar and Coin, and there are no tokens outside of the delivered commodities. Although a Physical Custodian stores the commodity, the owner (or the Digital Custodian) controls the token key. The Physical Custodian has no ability to transact the token (or the commodity) and no ability to falsify the audit. A Digital Custodian can transact the token, but without confirmation, the Physical Custodian will not release the asset. Diamond Standard Bars and Coins are the asset, and if the blockchain tokens are stolen, the asset can be saved.
+
+The blockchain token are initially delivered as Ethereum ERC-20 tokens, and no transactions can take place without the audit and signature of the chip itself (inside the bar or coin). This is called "proof-of-asset."
+
+The design of the Diamond Standard Bar and Coin, the integrated audit and authentication technology, the blockchain token and blockchain, and the Smart Cabinet, are intended to eliminate all need for trust — and the fairness and fungibility of the diamond content can be verified by anyone.
+
+ 
+
+BUSINESS OF THE TRUST
+
+The Trust holds only Diamond Standard Bars and Coins, or minimal cash remaining from sales to fund fee payments. The activities of the Trust will be limited to (1) issuing Share Baskets in exchange for Diamond Standard Bars and Coins deposited with the Physical Custodian as consideration, (2) delivering or selling Diamond Standard Bars and Coins as necessary to cover the Sponsor's Fee and Trust expenses advanced by the Sponsor and selling Diamond Standard Bars and Coins as necessary to pay Trust expenses not assumed or advanced by the Sponsor and other liabilities and (3) delivering Diamond Standard Bars and Coins in exchange for Share Baskets surrendered for redemption or at termination. The Trust will not be actively managed. It will not engage in any activities designed to obtain a profit from, or to ameliorate losses caused by, changes in the price of Diamond Standard Bars and Coins.
+
+Trust Objective
+
+The investment objective of the Trust is for the Shares to reflect the performance of the market price of Diamond Standard Bars and Coins, less the Trust's expenses. The Shares are intended to constitute a simple, transparent and cost-effective means of making an investment similar to an outright investment in diamonds. A direct investment in diamonds requires expensive and sometimes complicated arrangements in connection with the certification, transportation, storage or custody and insurance of the Diamond Standard Bars and Coins. Although the Shares will not offer the exact equivalent of an investor directly possessing Diamond Standard Bars and Coins, they provide investors with an alternative that allows a similar level of participation in the diamond commodity markets, through the securities market. The logistics of storing Diamond Standard Bars and Coins are handled by the Physical Custodian and the related expenses are built into the price of the Shares. Therefore, the investor does not have any additional tasks or costs over and above those associated with dealing in any other publicly traded security.
+
+Advantages of investing in the Shares include:
+
+Easily Accessible and Relatively Cost Efficient. Investors can access the physical diamond markets through a traditional brokerage account. The Sponsor believes that investors will be able to more effectively implement strategic and tactical asset allocation strategies that use Diamond Standard Bars and Coins by using the Shares instead of using the traditional means of purchasing, trading, holding and storing Diamond Standard Bars and Coins and, for many investors, transaction costs related to the Shares will be lower than those associated with the purchase, storage and insurance of diamonds.
+
+Exchange Traded and Transparent. The Shares may be bought and sold on NYSE ARCA like any other exchange-listed securities, and the Shares regularly trade until 4:00 p.m. New York time. This provides investors with an efficient means to implement various investment strategies and allows investors to be long or short in their exposure to Diamond Standard Bars and Coins, which cannot be achieved when holding diamonds. Furthermore, the value of the Trust's holdings will be reported on the Trust's website daily.
+
+Expenses. The Sponsor's Fee associated with the Trust and the Sponsor's assumption of most regular expenses of the Trust are competitive factors that may influence an investor's decision to purchase Shares.
+
+Although the Sponsor believes that an investment in the Trust provides certain advantages, as set forth above, relative to an investor's direct investment in Diamond Standard Bars and Coins, investing through the Trust does impose an added layer of fees, expenses, and risks that would not necessarily apply in the case of a direct investment in diamonds.
+
+Secondary Market Trading
+
+While the Trust's investment objective is for the Shares to reflect the performance of the market price of Diamond Standard Bars and Coins as measured by the Fix Price of Diamond Standard Bars and Coins, less the expenses of the Trust, the Shares may trade in the secondary market on NYSE ARCA at prices that are lower or higher relative to their NAV per Share. The amount of the discount or premium in the trading price relative to the NAV per Share may be influenced by non-concurrent trading hours between NYSE ARCA. While the Shares will trade on NYSE ARCA until 4:00 p.m. New York time, liquidity in the global commodity markets will be reduced after the close of various overseas commodity markets. As a result, during this time, trading spreads, and the resulting premium or discount, on the Shares may widen.
+
+Trust Expenses
+
+The Trust's ordinary recurring expenses are expected to be the Sponsor's Fee and remuneration due to the Grading Company. In exchange for the Sponsor's Fee, the Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust: the Trustee's monthly fee and out-of-pocket expenses, the Physical Custodian's fee and reimbursement of the Physical Custodian's expenses under the Trust Custody Account Agreement, marketing support fees and expenses, Exchange listing fees, SEC and FINRA registration fees, printing and mailing costs, maintenance expenses for the Trust's website, audit fees, other related costs and up to $150,000 per annum in legal expenses. The Sponsor has agreed to advance payment on Trust expenses not assumed by the Sponsor, which advances shall be repaid to the Sponsor either by delivery of Diamond Standard Bars and Coins or cash together with the transfer of Diamond Standard Bars and Coins or cash in satisfaction of the Sponsor's Fee. Examples of Trust expenses not assumed by the Sponsor include costs relating to litigation and other extraordinary expenses.
+
+The Sponsor's Fee will accrue daily at an annualized rate equal to [ &nbsp]% of the daily ANAV of the Trust and will be payable monthly in arrears in Diamond Standard Bars and Coins and/or in cash; provided, however, that the Trust shall not deliver or sell Diamond Standard Bars and Coins for such purpose unless and until the amount to be sold or transferred in satisfaction of the Sponsor's Fee and any Trust expenses advanced by the Sponsor exceeds the value of a Diamond Standard Bar. The Sponsor shall not earn interest on any Sponsor's Fee or advanced Trust expenses prior to payment of such liabilities. The Sponsor, from time to time, may temporarily waive all or a portion of the Sponsor's Fee at its discretion for a stated period of time. Presently, the Sponsor does not intend to waive any of its fee.
+
+The Sponsor's Fee, together with any Trust expenses advanced by the Sponsor, shall be paid by delivery of Diamond Standard Bars and Coins to the Sponsor's Custody Account and/or cash to the Sponsor on a monthly basis, usually on the first business day of the month in respect of fees payable for the prior month. However, if the amount of the Sponsor's Fee and Trust expenses advanced by the Sponsor does not exceed the value of a Diamond Standard Bar, the Sponsor's Fee shall be paid on the next business day on which the amount payable to the Sponsor for such purposes exceeds the value of a Diamond Standard Coin. The daily accrual of the Sponsor's Fee shall, for each prior month, be calculated at the current Fix Price for Diamond Standard Bars and Coins. Unpaid Sponsor's Fees and Trust expenses advanced by the Sponsor shall not accrue interest.
+
+The Trustee will, when directed by the Sponsor, and, in the absence of such direction, may, in its discretion, sell Diamond Standard Bars and Coins in such quantity and at such times as may be necessary to permit payment in cash of Trust expenses not assumed or advanced by the Sponsor; provided, however, that any such sale may only be of one or more whole Diamond Standard Bars and Coins. Where such sale is not possible in a whole Diamond Standard Coin, the Sponsor shall advance payment of Trust expenses it has not otherwise assumed. The Trustee will endeavor to sell Diamond Standard Bars and Coins at such times and in the fewest number required to permit such payments as they become due, it being the intention to avoid or minimize the Trust's holdings of assets other than Diamond Standard Bars and Coins (i.e., cash). Accordingly, the number of Diamond Standard Bars and Coins to be sold may vary from time to time depending on the level of the Trust's expenses and the Fix Price. The Physical Custodian may purchase from the Trust, at the request of the Trustee, Diamond Standard Bars and Coins needed to cover Trust expenses not assumed or advanced by the Sponsor at the price used by the Trustee to determine the value of the Diamond Standard Bars and Coins held by the Trust on the date of the sale.
+
+Cash held by the Trustee pending payment of the Trust's expenses will not bear any interest. Each delivery or sale of Diamond Standard Bars and Coins by the Trust to pay the Sponsor's Fee or other Trust expenses will be a taxable event to Shareholders. See "United States Federal Income Tax Consequences—Taxation of US Shareholders."
+
+Impact of Trust Expenses on the Trust's NAV
+
+The Trust will sell Diamond Standard Bars and Coins in such quantity as may be necessary to raise the funds needed to pay the Sponsor's Fee and any amounts advanced by the Sponsor to pay Trust expenses and for the payment of all Trust expenses not assumed or advanced by the Sponsor. Should the Sponsor elect to receive payment in kind for its fees and any expenses incurred, the Trust will deliver Diamond Standard Bars and Coins in such quantity as may be necessary to the Sponsor's Custody Account. Such sales or deliveries may only be of one or more whole Diamond Standard Bars and Coins. The purchase price received as consideration for such sales will be the Trust's sole source of funds to cover its liabilities. The Trust will not engage in any activity designed to derive a profit from changes in the Fix Price for Diamond Standard Bars and Coins. Diamond Standard Bars and Coins not needed to redeem Share Baskets, or to cover the Sponsor's Fee, any amounts advanced by the Sponsor to pay Trust expenses or Trust expenses not assumed or advanced by the Sponsor, will be held in physical form by the Physical Custodian. As a result of the recurring sales or deliveries of Diamond Standard Bars and Coins necessary to pay the Sponsor's Fee and any amounts advanced by the Sponsor to pay Trust expenses and to pay the Trust expenses not assumed or advanced by the Sponsor, the NAV of the Trust and, correspondingly, the fractional amount of diamonds represented by each Share will decrease over the life of the Trust. New deposits of Diamond Standard Bars and Coins, received in exchange for additional new Share Baskets issued by the Trust, will not reverse this trend.
+
+Hypothetical Expense Example
+
+The following table, prepared by the Sponsor, illustrates the anticipated impact of the deliveries and sales of Diamond Standard Bars and Coins discussed above on the fractional number of Diamond Standard Bars and Coins represented by each outstanding Share for three years. It assumes that the only dispositions of Diamond Standard Bars and Coins will be those deliveries needed to pay the Sponsor's Fee and that the price of Diamond Standard Bars and Coins and the number of Shares remain constant during the three-year period covered. The table does not show the impact of any extraordinary expenses the Trust may incur. Any such extraordinary expenses, if and when incurred, will accelerate the decrease in the fractional number of Diamond Standard Bars and Coins represented by each Share. In addition, the table does not show the effect of any waivers of the Sponsor's Fee that may be in effect from time to time. Although, for the purposes of illustration, the example assumes the ability of the Trust to sell or deliver to the Sponsor fractional amounts of Diamond Standard Bars and Coins in fulfillment of the Sponsor's Fee and expenses advanced by the Sponsor, in reality, the Trust will not sell or deliver Diamond Standard Bars and Coins to the Sponsor except in whole units.
+
+ 
+
+Year 1
+
+Year 2
+
+Year 3
+
+ 
+
+Hypothetical Fix Price per Diamond Standard Bar and Coin
+
+$
+
+$
+
+$
+
+Sponsor s Fee
+
+%
+
+%
+
+%
+
+Shares of Trust, beginning
+
+ 
+
+ 
+
+ 
+
+Number of Diamond Standard Bars and Coins in Trust, beginning
+
+ 
+
+ 
+
+ 
+
+Beginning ANAV of the Trust
+
+$
+
+$
+
+$
+
+Number of Diamond Standard Bars and Coins to be delivered to cover the Sponsor s Fee
+
+ 
+
+ 
+
+ 
+
+Number of Diamond Standard Bars and Coins in Trust, ending
+
+ 
+
+ 
+
+ 
+
+Ending ANAV of the Trust
+
+$
+
+$
+
+$
+
+Ending NAV per share
+
+$
+
+$
+
+$
+
+ 
+
+ 
+
+DESCRIPTION OF THE TRUST
+
+The Trust is a common law trust, formed on September 18, 2020 under Delaware law pursuant to the Trust Agreement. The Trust only holds Diamond Standard Bars and Coins, and minimal cash, and is expected from time to time to issue Share Baskets in exchange for deposits of Diamond Standard Bars and Coins, and to distribute Diamond Standard Bars and Coins in connection with redemptions of Share Baskets. The investment objective of the Trust is for the Shares to reflect the performance of the market price of Diamond Standard Bars and Coins less the expenses of the Trust. The Sponsor believes that, for many investors, the Shares will represent a cost-effective investment relative to traditional means of investing directly in diamonds, albeit with an added layer of fees, expenses, and risks that would not necessarily apply in the case of an outright direct investment in Diamond Standard Bars and Coins. The material terms of the Trust Agreement are discussed under "Description of the Trust Agreement." The Shares represent units of fractional undivided beneficial interest in and ownership of the Trust.
+
+The Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such act. The Trust will hold only diamonds and will not hold or trade in derivative instruments tracking the price of Diamond Standard Bars and Coins or the performance of the diamond industry. The Trust is not a commodity pool for purposes of the CEA, and neither the Sponsor, nor the Trustee is subject to regulation as a commodity pool operator or a commodity trading adviser in connection with the Shares.
+
+The Trust expects to create and redeem Shares from time to time but only in Share Baskets. The number of outstanding Shares is expected to increase and decrease from time to time as a result of the creation and redemption of Share Baskets.
+
+The total number of Diamond Standard Bars and Coins required for the creation of a Share Basket is either two (2) Diamond Standard Bars or twenty (20) Diamond Standard Coins, or (1) Diamond Standard Bars plus ten (10) Diamond Standard Coins, any of which comprise (a "Creation Unit"). The initial number of Diamond Standard Bars and Coins required for deposit with the Trust to create one Share Basket is two (2) Diamond Standard Bars.
+
+The number of Shares in a Share Basket depend on the then-current market price of the Creation Unit and the then-current NAV per Share:
+
+Share Basket = Market Price of Creation Unit / NAV per Share
+
+Share Baskets may be created or redeemed only by Authorized Participants, who will pay a Transaction Fee of $[___] for each order to create or redeem Share Baskets. Authorized Participants may sell to other investors all or part of the Shares included in the Share Baskets they purchase from the Trust. See "Plan of Distribution."
+
+The Trustee will determine the NAV of the Trust on each day that NYSE ARCA is open for regular trading, as promptly as practicable after 4:00 p.m. New York time. The NAV of the Trust is the aggregate value of the Trust's assets less its estimated accrued but unpaid liabilities (which include accrued expenses). In determining the Trust's NAV, the Trustee will value the Diamond Standard Bars and Coins held by the Trust based on the Fix Price. The Trustee will also determine the NAV per Share. If on a day when the Trust's NAV is being calculated the Fix Price is not calculated by 4:00 p.m. New York time or has not been announced by 4:30 p.m. New York time, the next most recent Fix Price calculation of Diamond Standard Bars and Coins will be used in the determination of the NAV of the Trust, unless the Sponsor determines that such price is inappropriate to use. 
+
+The Trust's assets will consist of Diamond Standard Bars and Coins meeting the Required Delivery Standards. Each Share will represent a proportional interest, based on the total number of Shares outstanding, in the Diamond Standard Bars and Coins held by the Trust, less the Trust's liabilities (which include accrued but unpaid fees and expenses). The Sponsor expects that the secondary market trading price of the Shares will fluctuate over time in response to the market price of Diamond Standard Bars and Coins. In addition, the Sponsor expects that the trading price of the Shares will reflect the estimated accrued but unpaid expenses of the Trust.
+
+Investors may obtain pricing information, the Fix Price, based on the average price for the soonest-expiring Diamond Standard Bar and Coin futures contracts, traded CME Globex. The Fix Price is available at bloomberg.com. Market prices for the Shares will be available from a variety of sources including brokerage firms, information websites and other information service providers such as Bloomberg, Dow Jones, and Reuters. The NAV of the Trust will be published by the Sponsor on each day that NYSE ARCA is open for regular trading and will be posted on the Trust's website.
+
+The Trust has no fixed termination date.
+
+ 
+
+THE SPONSOR
+
+The Sponsor is Diamond Standard, LLC, a Delaware limited liability company formed on March 29, 2019.
+
+The Sponsor's Role
+
+The Sponsor will arrange for the creation of the Trust, the registration of the Shares for their public offering in the United States and the listing of the Shares on NYSE ARCA. The Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust: the Trustee's monthly fee and out-of-pocket expenses, the Physical Custodian's fee and the reimbursement of the Physical Custodian's expenses under the Trust Custody Account Agreement, marketing support fees and expenses, Exchange listing fees, SEC and FINRA registration fees, printing and mailing costs, maintenance expenses for the Trust's website, audit fees, other related costs and up to $100,000 per annum in legal expenses.
+
+The Sponsor will not exercise day-to-day oversight over the Trustee or the Custodians. The Sponsor may remove the Trustee and appoint a successor trustee (i) if the Trustee ceases to meet certain objective requirements (including the requirement that it have capital, surplus and undivided profits of at least $[___] million), (ii) if, having received written notice of a material breach of its obligations under the Trust Agreement, the Trustee has not cured the breach within 30 days[, or (iii) if the Trustee refuses to consent to the implementation of an amendment to the Trust's initial Internal Control Over Financial Reporting]. The Sponsor also has the right to replace the Trustee during the 90 days following any merger, consolidation or conversion in which the Trustee is not the surviving entity or, in its discretion, on the third anniversary of the creation of the Trust or on any subsequent third anniversary thereafter. The Sponsor also has the right to approve any new or additional custodian that the Trustee may wish to appoint.
+
+The Sponsor or one of its affiliates or agents will (1) develop a marketing plan for the Trust on an ongoing basis, (2) prepare marketing materials regarding the Shares, including the content of the Trust's website and (3) execute the marketing plan for the Trust.
+
+Management of the Sponsor
+
+The Trust does not have any directors, officers or employees. Under the Trust Agreement, all management functions of the Trust have been delegated to and are conducted by the Sponsor, its agents and its affiliates, including without limitation, the Custodian and its agents. As an officer of the Sponsor, Cormac L. Kinney, the principal executive may take certain actions and execute certain agreements and certifications for the Trust, in their capacity as the principal officers of the Sponsor.
+
+The Sponsor has a board of directors (the "Board") that is responsible for managing and directing the affairs of the Sponsor. The Board consists of Mr. Kinney who also retains the authority granted to them as officers under the limited liability company agreement of the Sponsor.
+
+The Sponsor has an audit committee (the "Audit Committee"). The Audit Committee has the responsibility for overseeing the financial reporting process of the Trust, including the risks and controls of that process and such other oversight functions as are typically performed by an audit committee of a public company. The Audit Committee consists of Mr. Kinney.
+
+The Sponsor has a code of ethics (the "Code of Ethics") that applies to its executive officers and agents. The Code of Ethics is available by writing the Sponsor at 22 W 48th Street, 9th Floor, New York, NY 10036. The Sponsor's Code of Ethics is intended to be a codification of the business and ethical principles that guide the Sponsor, and to deter wrongdoing, to promote honest and ethical conduct, to avoid conflicts of interest, and to foster compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations and accountability for adherence to the Code of Ethics.
+
+Cormac L. Kinney, Chairman of the Board and Chief Executive Officer
+
+Cormac L. Kinney is the founder and Chief Executive Officer of the Sponsor since its formation in 2020. Mr. Kinney is also the founder and Chief Executive Officer of Diamond Standard Inc. He owns approximately 60% of Diamond Standard Inc.'s equity, and controls approximately 90% of its voting power, including over each of the affiliated companies: (i) the Sponsor, Diamond Standard Trust, (ii) the commodity distributor, Diamond Standard LLC, (iii) the commodity producer and token issuer, Diamond Standard Ltd., and (iv) the diamond sourcing venue, Diamond Standard Exchange Ltd.
+
+Mr. Kinney is a pioneer in the development of financial trading technologies and quantitative asset management methodologies and is the inventor of the concepts and technologies that make the regulator approved, fungible diamond commodities (Diamond Standard) possible.
+
+Prior to developing the Diamond Standard, he was a senior portfolio manager at Millennium Management and Tudor Investment Corp., developing trading systems and managing quantitative equities teams. Beginning in 2005, Mr. Kinney was among the first quantitative managers to unlock the power of computational linguistics to analyze news feeds in real time, to generate statistical arbitrage signals.
+
+Previously, Mr. Kinney was the inventor of heatmaps, and the founder of three quantitative startups acquired by public companies or private equity funds. Mr. Kinney has several U.S. Patents and Patents Pending, and in total, his inventions have been cited in over 4,000 patents filed by other inventors.
+
+Mr. Kinney earned a Master of Science degree from Carnegie Mellon University Tepper School, and two Bachelors of Science degrees from Carnegie Mellon University College of Engineering.
+
+ 
+
+THE TRUSTEE
+
+[TRUSTEE], a bank organized under the laws of the State of New York with trust powers, will serve as the Trustee. [TRUSTEE] has a trust office at 2 Hanson Place, 12th Floor, Brooklyn, New York 11217. [TRUSTEE] is subject to supervision by the New York State Banking Department and the Board of Governors of the Federal Reserve System. Information regarding creation and redemption Share Basket composition, NAV of the Trust, Transaction Fees and the names of the parties that have each executed an Authorized Participant Agreement may be obtained from [TRUSTEE]. A copy of the Trust Agreement is available for inspection at [TRUSTEE]'s trust office identified above. Under the Trust Agreement, the Trustee is required to maintain capital, surplus and undivided profits of [$___] million.
+
+The Trustee's Role
+
+The Trustee is generally responsible for the day-to-day administration of the Trust, including keeping the Trust's operational records. The Trustee's principal responsibilities include (1) instructing the Custodians to sell the Trust's Diamond Standard Bars and Coins, or transfer the Trust's Diamond Standard Bars and Coins, as needed to pay the Sponsor's Fee and any amounts advanced by the Sponsor to pay Trust expenses Diamond Standard Bars and Coins (Diamond Standard Bars and Coins transfers are expected to occur approximately [monthly] in the ordinary course), (2) valuing the Trust's Diamond Standard Bars and Coins and calculating the NAV of the Trust and the NAV per Share, (3) receiving and processing orders from Authorized Participants to create and redeem Share Baskets and coordinating the processing of such orders with the Custodians and DTC, (4) instructing the Custodians to sell or deliver the Trust's Diamond Standard Bars and Coins as needed to pay any extraordinary Trust expenses that are not assumed or advanced by the Sponsor, (5) when appropriate, making distributions of cash or other property to Shareholders, and (6) receiving and reviewing reports from or on the Custodians's custody of and transactions in the Trust's Diamond Standard Bars and Coins. The Trustee shall, with respect to directing the Custodians, act in accordance with the instructions of the Sponsor. If the Physical Custodian resigns, the Trustee shall appoint an additional or replacement Custodians selected by the Sponsor. Under the Trust Custody Account Agreement, the Trustee, the Sponsor and the Sponsor's auditors and inspectors may, only up to twice a year, visit the premises of the Physical Custodian for the purpose of examining the Trust's Diamond Standard Bars and Coins and certain related records maintained by the Physical Custodian.
+
+The Trustee intends to regularly communicate with the Sponsor to monitor the overall performance of the Trust. The Trustee does not monitor the performance of the Custodians, other than to review the reports provided by the Custodians pursuant to the Trust Custody Account Agreement. The Trustee, along with the Sponsor, will liaise with the Trust's legal, accounting and other professional service providers as needed. The Trustee will assist and support the Sponsor with the preparation of all periodic reports required to be filed with the SEC on behalf of the Trust.
+
+The Trustee's monthly fees and out-of-pocket expenses will be paid by the Sponsor.
+
+Affiliates of the Trustee may from time to time act as Authorized Participants or purchase or sell Diamond Standard Bars and Coins or Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.
+
+The Trustee will keep proper books of registration and transfer of Shares at its office located in New York or such office as it may subsequently designate. These books and records are open to inspection by any person who establishes to the Trustee's satisfaction that such person is an investor at all reasonable times during the usual business hours of the Trustee. The Trustee will keep a copy of the Trust Agreement on file in its office which will be available for inspection on reasonable advance notice at all reasonable times during its usual business hours by any investor.
+
+ 
+
+THE PHYSICAL CUSTODIAN
+
+[PHYS CUSTODIAN] serves as the Physical Custodian of the Trust's diamonds. [PHYS CUSTODIAN] is a [_____] organized under the laws of the [_________]. [____] is subject to supervision by the New York State Banking Department and the Board of Governors of the Federal Reserve System. The Physical Custodian office is located at [____]. In addition to supervision and examination by the [___] banking authorities, [____]'s [location of diamond vault] custodial operations are generally subject to supervision by the [____].
+
+The Physical Custodian's Role
+
+The Physical Custodian is responsible for safekeeping of the Trust's Diamond Standard Bars and Coins deposited with it by Authorized Participants in connection with the creation of Share Baskets. The Physical Custodian facilitates the transfer of Diamond Standard Bars and Coins in and out of the Trust through the Authorized Participant Custody Account it will maintain for each Authorized Participant and the Trust Custody Account it will maintain for the Trust. Upon receipt from the Grading Company, a Diamond Standard Bar, the Physical Custodian will inspect such sealed Diamond Standard Bar and must certify that it is accompanied by the industry certifications specified in the Required Delivery Standards prior to depositing the Diamond Standard Bars and Coins into the Trust Custody Account. The Physical Custodian holds the Trust's Diamond Standard Bars and Coins in the vault premises of a sub-custodian, Dillon Gage of Wilmington, Delaware. The Physical Custodian will provide the Trustee with regular reports detailing the transfers in and out of the Trust Custody Account and each Authorized Participant Custody Account and identifying the Diamond Standard Bars and Coins held in the Trust.
+
+The Physical Custodian's fees and expenses under the Trust Custody Account Agreement will be paid by the Sponsor.
+
+The Physical Custodian and its affiliates may from time to time act as Authorized Participants or purchase or sell Diamond Standard Bars and Coins or Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.
+
+ 
+
+THE DIGITAL CUSTODIAN
+
+[DIGITAL CUSTODIAN] serves as the Digital Custodian of the Trust's encryption keys to the digital asset tokens contained inside the Diamond Standard Bar and Coins. [DIGITAL CUSTODIAN] is a limited liability New York Trust Company organized under the laws of the New York. [DIGITAL CUSTODIAN] is subject to supervision and examination of the New York State Department of Financial Services or DFS. The Digital Custodian office is located at 245 Summer Street, Boston, MA 02210.
+
+The Digital Custodian's Role
+
+The Digital Custodian is responsible for safekeeping of the encryption keys for the digital asset tokens associated with the Trust's Diamond Standard Bars and Coins deposited with it by Authorized Participants in connection with the creation of Share Baskets. The Digital Custodian facilitates the transfer of Diamond Standard Bars and Coins in and out of the Trust through the Authorized Participant Custody Account it will maintain for each Authorized Participant and the Trust Custody Account it will maintain for the Trust. Upon receipt from the Grading Company a Diamond Standard Bar, the Digital Custodian will receive the key to the blockchain token and must certify that it conforms to the Required Delivery Standards prior to depositing the tokens into the Trust Custody Account. The Digital Custodian holds the Trust's digital asset token keys in its Boston, MA vault premises. The Digital Custodian will provide the Trustee with regular reports detailing the transfers in and out of the Trust Custody Account and each Authorized Participant Custody Account and identifying the Diamond Standard Bars and Coins held in the Trust.
+
+The Digital Custodian's fees and expenses under the Trust Custody Account Agreement will be paid by the Sponsor.
+
+The Digital Custodian and its affiliates may from time to time act as Authorized Participants or purchase or sell Diamond Standard Bars and Coins or Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.
+
+ 
+
+THE GRADING COMPANY
+
+Prior to production of a Diamond Standard Bar or Coin, each natural diamond in the commodity has been inspected, authenticated and graded by the Gemological Institute of America (the "GIA"). Each commodity set of diamonds for each Diamond Standard Bar or Coin are sorted and inspected by an independent gemological lab, according to specifications provided by the producer of the commodity, Diamond Standard, LLC., and each Diamond Standard Bar or Coin is assembled and inspected by a third-party gemological lab. The third party gemological lab operates the equipment that scans, programs and enrolls each Diamond Standard Bar or Coin onto the blockchain, after which Diamond Standard, Ltd. issues a blockchain token. GIA grading results for every diamond within a Diamond Standard Bar or Coin are accessible via the Diamond Standard site, which upon requesting the information for any Coin or Bar, provides links to the GIA website for retrieval of the Grading Report from the GIA systems.
+
+Each Diamond Standard Bar or Coin contains natural diamonds, which are acquired through a transparent bidding process, and grouped by an optimization system into sets of equivalent gemological scarcity by Diamond Standard Ltd, with Deloitte providing internal audit services.
+
+The contents of each Diamond Standard Bar or Coin are recorded and made public on a permanent blockchain. Anyone with possession of the commodity can review the GIA Grading Reports to inspect and confirm the correct diamonds are in each commodity. The public blockchain data enables anyone to confirm that any commodity contains at least the minimum gemological scarcity, and that the diamonds were purchased as part of a statistically valid sample, via a transparent bid on the exchange. The Diamond Standard Bars or Coins are assembled by a third party gemological lab, and then delivered directly by the Designated Carrier to the Physical Custodian.
+
+ 
+
+THE PRICE FIXING EXCHANGE
+
+The Minneapolis Grain Exchange (MGEX), a corporation duly registered and incorporated under the laws of Delaware, serves as The Price-Fixing Exchange to the Trust. Founded in 1881, MGEX is a global electronic futures exchange and a CFTC licensed DCM and DCO for the list and trading of futures contracts via the CME Globex platform. The Price-Fixing Exchange is not affiliated with the Trust, the Sponsor, the Trustee or the Physical Custodian.
+
+The Price-Fixing Exchange's Role
+
+Bloomberg reports a closing price for the two futures contracts trading on the CME Globex, the soonest-settling contract for delivery of two (2) Diamond Standard Bars, and the soonest-settling contract for twenty (20) Diamond Standard Coins, by 4:00pm EST each trading day. Bloomberg will calculate the average the two, to determine the market price, referred to herein as the "Fix Price".
+
+The Sponsor entered into a licensing agreement with Bloomberg for the Trust to use the Diamond Standard Bar and Coin spot in valuing the Diamond Standard Bars and Coins held by the Trust. Under the terms of this agreement, Bloomberg has agreed to act as Fix Price Provider, whereby it will maintain and report the Diamond Standard Bar and Coin average closing price. The Trust is entitled to use the Diamond Standard Bar and Coin closing price pursuant to a sub-licensing arrangement with the Sponsor. The license fees and out-of-pocket expenses owed to The Price-Fixing Exchange for the use of the Diamond Standard Bar and Coin closing price will be paid by the Sponsor.
+
+ 
+
+CONFLICTS OF INTEREST
+
+General
+
+The Sponsor has not established formal procedures to resolve all potential conflicts of interest. Consequently, shareholders may be dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably. Although the Sponsor attempts to monitor these conflicts, it is extremely difficult, if not impossible, for the Sponsor to ensure that these conflicts do not, in fact, result in adverse consequences to the Trust.
+
+The Sponsor presently intends to assert that shareholders have, by subscribing for Shares of the Trust, consented to the following conflicts of interest in the event of any proceeding alleging that such conflicts violated any duty owed by the Sponsor to investors, and agree to the provisions set forth in the Trust Agreement. See "Description of the Trust Documents—Description of the Trust Agreement."
+
+The Sponsor and Diamond Standard Ltd., which is the sole producer of the Diamond Standard Bars and Coins, are affiliated, wholly owned entities that share a common parent company, Diamond Standard Inc.;
+
+The Trust, by holding Diamond Standard Bars and Coins, purchased through the markets by Authorized Participants, is acquiring the product of its affiliate Diamond Standard Ltd., and also creating the demand for the services of its affiliates, Diamond Standard LLC and Diamond Standard Exchange Ltd., generating a profit for each affiliated entity;
+
+Cormac L. Kinney, the Chief Executive Officer of the Sponsor, owns approximately 60% of Diamond Standard Inc.'s equity, and controls approximately 90% of its voting power, including over each of the affiliated companies, the Sponsor Diamond Standard LLC, the North America distributor Diamond Standard LLC, the producer and token issuer Diamond Standard Ltd., and the diamond sourcing venue Diamond Standard Exchange Ltd. Only a limited number of voting matters require the approval of other investors, or in the case of Diamond Standard Exchange Ltd., the exchange members;
+
+Diamond Standard, Inc. is (i) the sole member and parent company of the Sponsor, Diamond Standard LLC, (ii) the sole owner and parent company of Diamond Standard Ltd., (iii) the sole owner and parent company of Diamond Standard LLC, and (iv) the sole owner and parent company of Diamond Standard Exchange Ltd. These affiliated companies together develop and manage the technology, processes and services that make the Diamond Standard Bars and Coins possible, as a regulated diamond commodity
+
+Diamond Standard Ltd. is the sole buyer of diamonds utilized in, and the sole producer of, Diamond Standard Bars and Coins. It is the issuer of the digital asset tokens that accompany the Diamond Standard Bars and Coins. Diamond Standard Ltd. is regulated and overseen by the Bermuda Monetary Authority and Deloitte provides internal audit services. Its issuance of digital asset tokens is licensed by the Bermuda Monetary Authority (pending approval).
+
+Diamond Standard Ltd. does not directly set the price for the loose diamonds contained in the Diamond Standard Bars and Coins. It transparently bids on all required diamonds through the Diamond Standard Exchange Ltd., an affiliated entity which is a member governed electronic diamond exchange. Diamond Standard Ltd. purchases public statistical samples of the diamond used in the Diamond Standard Bars and Coins, forcing a periodic arms-length price discovery for all such diamonds.
+
+Diamond Standard Ltd. does not set the price for the Diamond Standard Bars and Coins. As primary dealer, it sells new Diamond Standard Bars and Coins at a small premium to the market fix price determined by independent trading on a variety of digital asset exchanges, where investors, excluding Diamond Standard Ltd., trade the Diamond Standard Bars and Coins. Diamond Standard Ltd. is not a market maker for the Diamond Standard Bars and Coins, and it does not purchases or otherwise create aftermarket liquidity for them, other than producing new Diamond Standard Bars and Coins on demand at a price near the fix price, adjusted for example by the expected market impact for large orders.
+
+Diamond Standard Ltd. earns a profit from the production of each Diamond Standard Bar or Coin, which is the spread between the market cost of the loose diamonds, and the market fix price of the Diamond Standard Bar or Coin. It does not charge purchasers any fees after the original sale.
+
+Diamond Standard LLC is the sole distributor of the Diamond Standard Bars and Coins in North America. It arranges for a third party gemological lab to assemble GIA graded natural diamonds purchased by Diamond Standard Ltd. on behalf of purchasers of the Diamond Standard Bars and Coins into the commodity, and to enroll the Diamond Standard Bars and Coins onto the digital asset token issued by Diamond Standard Ltd. Diamond Standard LLC earns a fixed fee for each Diamond Standard Bar or Coin. It does not charge purchasers any fees after the original sale.
+
+Diamond Standard Exchange Ltd. is the sole sourcing venue for loose diamonds contained in the Diamond Standard Bars and Coins. The exchange currently charges a net 3.5% fee for diamonds transacted through the exchange, whether or not such transaction involves Diamond Standard Ltd. This fee is an expense for Diamond Standard Ltd., and an income for Diamond Standard Exchange Ltd.
+
+The Sponsor
+
+The Sponsor may have a conflict of interest in that it indirectly purchases the products of affiliated entities, and indirectly creates demand for the services of affiliated entities. The goal of Diamond Standard Inc., as parent to the Sponsor, is for the Trust to facilitate the purchase of the Diamond Standard Bars and Coins by investors who prefer to invest in listed shares without the need to manage the physical custody, or by entities must exclusively hold listed equities, or investors for whom the cost of a whole Diamond Standard Bar or Coin is prohibitive. Diamond Standard Inc. intends to produce as many Diamond Standard Bars and Coins as are demanded at a market price greater than its cost of production and acquiring diamonds, which may depress the value of each Diamond Standard Bar or Coin, to the detriment of Shareholders of the Trust.
+
+The Sponsor has a conflict of interest in allocating its own limited resources among, when applicable, different clients and potential future business ventures, to each of which it owes fiduciary duties. Additionally, the professional staff of the Sponsor also services other affiliates of the Trust, including several other digital asset investment vehicles, and their respective clients. Although the Sponsor and its professional staff cannot and will not devote all of its or their respective time or resources to the management of the affairs of the Trust, the Sponsor intends to devote, and to cause its professional staff to devote, sufficient time and resources to manage properly the affairs of the Trust consistent with its or their respective fiduciary duties to the Trust and others.
+
+The Sponsor and any affiliated service provider may, from time to time, have conflicting demands in respect of their obligations to the Trust and, in the future, to other clients. It is possible that future business ventures of the Sponsor and affiliated service providers may generate larger fees, resulting in increased payments to employees, and therefore, incentivizing the Sponsor and/or the affiliated service providers to allocate it/their limited resources accordingly to the potential detriment of the Trust.
+
+There is an absence of arm's length negotiation with respect to some of the terms of the Trust, and, where applicable, there has been no independent due diligence conducted with respect to the Trust. The Sponsor will, however, not retain any affiliated service providers for the Trust which the Sponsor has reason to believe would knowingly or deliberately favor any other client over the Trust.
+
+ 
+
+DESCRIPTION OF THE SHARES
+
+General
+
+The Trustee is authorized under the Trust Agreement to create and issue an unlimited number of Shares. The Trustee will create Shares only in whole Share Baskets and only upon the order of an Authorized Participant. The Shares represent units of fractional undivided beneficial interest in and ownership of the Trust and have no par value. Any creation and issuance of Shares above the amount registered on the registration statement of which this prospectus is a part will require the registration of such additional Shares.
+
+Description of Limited Rights
+
+The Shares do not represent a traditional investment and investors should not view them as similar to "shares" of a corporation operating a business enterprise with management and a board of directors. Investors will not have the statutory rights normally associated with the ownership of shares of a corporation, including, for example, the right to bring "derivative" actions. All Shares are of the same class with equal rights and privileges. Each Share is transferable, is fully paid and non-assessable and entitles the holder to vote on the limited matters upon which Shareholders may vote under the Trust Agreement. The Shares do not entitle their holders to any conversion or pre-emptive rights, or, except as provided below, any redemption rights or rights to distributions.
+
+Distributions
+
+If the Trust is terminated and liquidated, the Trustee will distribute to the Shareholders any amounts remaining after the satisfaction of all outstanding liabilities of the Trust and the establishment of such reserves for applicable taxes, other governmental charges and contingent or future liabilities as the Trustee shall determine. See "Description of the Trust Agreement—Termination of the Trust." Shareholders of record on the record date fixed by the Trustee for a distribution will be entitled to receive their pro rata portion of any distribution.
+
+Voting and Approvals
+
+Under the Trust Agreement, Shareholders have no voting rights, except in limited circumstances. The Trustee may terminate the Trust upon the agreement of Shareholders owning at least 75% of the outstanding Shares. In addition, certain amendments to the Trust Agreement require advance notice to the Shareholders before the effectiveness of such amendments, but no Shareholder vote or approval is required for any amendment to the Trust Agreement.
+
+Redemption of the Shares
+
+The Shares may only be redeemed by or through an Authorized Participant and only in Share Baskets. See "Creation and Redemption of Shares" for details on the redemption of the Shares. [NOTE: may permit
+
+Book-Entry Form
+
+Individual certificates will not be issued for the Shares. Instead, one or more global certificates will be deposited by the Trustee with DTC and registered in the name of Cede & Co., as nominee for DTC. The global certificates will evidence all of the Shares outstanding at any time. Under the Trust Agreement, Shareholders are limited to (1) participants in DTC such as banks, brokers, dealers and trust companies ("DTC Participants"), (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant ("Indirect Participants"), and (3) those banks, brokers, dealers, trust companies and others who hold interests in the Shares through DTC Participants or Indirect Participants. The Shares are only transferable through the book-entry system of DTC. Shareholders who are not DTC Participants may transfer their Shares through DTC by instructing the DTC Participant holding their Shares (or by instructing the Indirect Participant or other entity through which their Shares are held) to transfer the Shares. Transfers will be made in accordance with standard securities industry practice.
+
+ 
+
+CUSTODY OF THE TRUST S DIAMOND STANDARD BARS AND COINS
+
+Custody of the Diamond Standard Bars and Coins deposited with and held by the Trust will be provided by the Physical Custodian at the sub-custodian's vaulting premises in Wilmington, Delaware. The Physical Custodian is the custodian of the Diamond Standard Bars and Coins credited to the Trust Custody Account in accordance with the Trust Custody Account Agreement. The Physical Custodian will segregate the Diamond Standard Bars and Coins credited to the Trust Custody Account from any other assets it holds or holds for others by entering appropriate entries in its books and records and by storing Diamond Standard Bars and Coins held by the Physical Custodian in a Diamond Standard Smart Cabinet, which provides ongoing audit and authentication signals.
+
+The Physical Custodian, as instructed by the Trustee on behalf of the Trust, is authorized to accept, on behalf of the Trust, deposits of Diamond Standard Bars and Coins. All Diamond Standard Bars and Coins delivered to the Physical Custodian for the Trust must be certified by the Grading Company as conforming to the Required Delivery Standards. Upon receipt of a Diamond Standard Bar or Coin, the Physical Custodian will enroll the commodity using the Diamond Standard authentication and enrollment process prior to depositing the Diamond Standard Bars and Coins into the Trust Custody Account.
+
+The process of withdrawing Diamond Standard Bars and Coins from the Trust for a redemption of a Share Basket will follow the same general procedure as for depositing Diamond Standard Bars and Coins with the Trust for a creation of a Share Basket, only in reverse. See "Creation and Redemption of Shares."
+
+ 
+
+DESCRIPTION OF THE TRUST CUSTODY ACCOUNT AGREEMENT
+
+The Trust Custody Account Agreement between the Trustee and the Physical Custodian establishes the Trust Custody Account. The following is a description of the material terms of the Trust Custody Account Agreement.
+
+Reports
+
+The Physical Custodian will provide the Trustee with reports for each business day, no later than the following business day, identifying the movements of Diamond Standard Bars and Coins in and out of the Trust Custody Account and containing sufficient information to identify each Diamond Standard Bar held in the Trust Custody Account. The Physical Custodian will also provide the Trustee with monthly statements of account for the Trust Custody Account as of the last business day of each month. Under the Trust Custody Account Agreement, a "business day" generally means any day that is a "New York Business Day," when commercial banks generally are open for the transaction of business in New York.
+
+The Physical Custodian's records of all deposits to and withdrawals from, and all debits and credits to, the Trust Custody Account which are to occur on a business day and all end of business day account balances in the Trust Custody Account, are stated as of the close of the Physical Custodian's business (usually 4:00 p.m. EDT time) on such business day.
+
+Location and Segregation of Diamond Standard Bars and Coins; Access
+
+Diamond Standard Bars and Coins held for the Trust Custody Account by the Physical Custodian will be held at the Physical Custodian's sub-custodian s vaulting premises in Wilmington Delaware. The Physical Custodian will physically segregate the Trust's Diamond Standard Bars and Coins in the Trust Custody Account from any other Diamond Standard Bars and Coins which it owns or holds for others.
+
+The Trustee and the Sponsor and their auditors may, during normal business hours, visit the Physical Custodian's premises up to twice a year and examine the Trust's Diamond Standard Bars and Coins held there and such records of the Physical Custodian concerning the Trust Custody Account as they may be reasonably required to perform their respective duties to investors in the Shares.
+
+Transfers into the Trust Custody Account
+
+The Physical Custodian will credit to the Trust Custody Account the Diamond Standard Bars and Coins it receives from an Authorized Participant Custody Account for credit to the Trust Custody Account and segregate such Diamond Standard Bars and Coins held in the Physical Custodian's sub-custodian s vaulting premises in Wilmington Delaware. Unless otherwise agreed to by the Physical Custodian in writing, the only Diamond Standard Bars and Coins the Physical Custodian will accept are those that the Trustee has transferred from an Authorized Participant Custody Account.
+
+Transfers from the Trust Custody Account
+
+The Physical Custodian will transfer Diamond Standard Bars and Coins from the Trust Custody Account only in accordance with the Trustee's instructions to the Physical Custodian. A transfer of Diamond Standard Bars and Coins from the Trust Custody Account may only be made (1) by transferring Diamond Standard Bars and Coins to an Authorized Participant Custody Account; (2) by transferring Diamond Standard Bars and Coins to the Sponsor's Account to pay the Sponsor's Fee and any amounts advanced by the Sponsor to pay Trust expenses not otherwise assumed by the Sponsor; (3) by transfer to an account maintained by the Physical Custodian or by a third party in connection with the sale of Diamond Standard Bars and Coins or other transfers permitted under the Trust Agreement; (4) by making Diamond Standard Bars and Coins available for collection by Authorized Participants at the Physical Custodian's vaulting premises; or (5) by delivering Diamond Standard Bars and Coins to such location as the Trustee directs, at the Trust's expense and risk. Transfers under clause (3) are expected to include transfers made in connection with a sale of Diamond Standard Bars and Coins to pay the Sponsor's Fee, should the Sponsor be paid in cash, and any amounts advanced by the Sponsor to pay Trust expenses not otherwise assumed by the Sponsor, expenses of the Trust not paid by the Sponsor or the liquidation of the Trust. Transfers made pursuant to clauses (4) and (5) will be made only on an exceptional basis.
+
+Right to Refuse Transfers or Amend Transfer Procedures
+
+The Physical Custodian may refuse to accept instructions to transfer Diamond Standard Bars and Coins to or from the Trust Custody Account if in the Physical Custodian's opinion such transfer is or may be contrary to the rules, regulations, practices and customs of the United States or contrary to any applicable law. The Physical Custodian may amend the approved procedures for transferring Diamond Standard Bars and Coins to or from the Trust Custody Account or for the physical withdrawal of Diamond Standard Bars and Coins from the Trust Custody Account or impose such additional procedures in relation to the transfer of Diamond Standard Bars and Coins to or from the Trust Custody Account as the Physical Custodian may from time to time reasonably consider necessary due to a change in rules of a banking or regulatory association governing the Physical Custodian. The Physical Custodian will notify the Trustee within a commercially reasonable time before the Physical Custodian amends these procedures or imposes additional ones.
+
+Exclusion of Liability
+
+The Physical Custodian will use reasonable care in the performance of its duties under the Trust Custody Account Agreement and will only be responsible for any loss or damage suffered by the Trust as a direct result of any negligence, fraud or willful default in the performance of its duties. The Physical Custodian's liability is further limited to (i) the restoration to the Trust, in the same number and classification, of any Diamond Standard Bars and Coins lost or damaged; (ii) the correction of any incorrect creation or redemption deliveries by restoration or correction of the assets of the Trust to holdings of Diamond Standard Bars and Coins in the same number as if the creation or redemption order were settled correctly; or (iii) if the Physical Custodian cannot, using commercially reasonable efforts, restore the Trust pursuant to (i) or (ii), the market value based on the Fix Price. [Liability relating to Physical Custodian's certification]
+
+Indemnity
+
+The Trustee will, solely out of the Trust's assets, indemnify the Physical Custodian against all costs and expenses, damages, liabilities and losses which the Physical Custodian may suffer or incur in connection with the Trust Custody Account Agreement, except to the extent that such sums are due directly to the Physical Custodian's negligence, willful default or fraud.
+
+Insurance
+
+The Physical Custodian will maintain such insurance for its business, including its gemstone custody business, as it deems appropriate in connection with its custodial and other obligations and will be responsible for all costs, fees and expenses arising from the insurance policy or policies attributable to its relationship with the Trust. Consistent with industry standards, the Physical Custodian maintains a group insurance policy that covers all gemstones held in its vaulting premises for the accounts of all its customers for a variety of events. The Trustee and the Sponsor may, subject to confidentiality restrictions, be provided with details of this insurance coverage from time to time upon reasonable prior notice.
+
+Force Majeure
+
+The Physical Custodian will be liable for any delay in performance or any non-performance of any of its obligations under the Trust Custody Account Agreement by reason of any cause beyond its reasonable control, including acts of God, war or terrorism.
+
+Termination
+
+The Trust Custody Account Agreement has an initial [__] year term and will automatically renew for successive [__] year terms unless otherwise terminated. The Trustee and the Physical Custodian may each terminate the Trust Custody Account Agreement for any reason upon 90 business days's prior notice. The Trust Custody Account Agreement may also be terminated with immediate effect as follows: (1) by the Trustee, if the Physical Custodian ceased to offer the services contemplated by the Trust Custody Account Agreement to its clients or proposed to withdraw from the gemstone custody business, (2) by the Trustee or the Physical Custodian, if it becomes unlawful for the Physical Custodian or the Trustee to have entered into the agreement or to provide or receive the services thereunder, (3) by the Physical Custodian, if the Physical Custodian determines in its reasonable view that the Trust is insolvent or faces impending insolvency, or by the Trustee, if the Trustee determines in its sole view that the Physical Custodian is insolvent or faces impending insolvency, (4) by the Trustee, if the Trust is to be terminated, or (5) by the Trustee or the Physical Custodian, if the Trust Custody Account Agreement ceases to be in full force and effect. If the Trust Custody Account Agreement is terminated, the other agreement automatically terminates.
+
+If redelivery arrangements acceptable to the Physical Custodian for the Diamond Standard Bars and Coins held in the Trust Custody Account are not made, the Physical Custodian may continue to store the Diamond Standard Bars and Coins and continue to charge for its fees and expenses, and, after six months from the termination date, the Physical Custodian may sell the Diamond Standard Bars and Coins and account to the Trustee for the proceeds. If arrangements acceptable to the Physical Custodian for redelivery of the balance in the Trust Custody Account are not made, the Physical Custodian may continue to charge for its fees and expenses payable under the Trust Custody Account Agreement, and, after six months from the termination date, the Physical Custodian may close the Trust Custody Account and account to the Trustee for the proceeds.
+
+Governing Law
+
+The Trust Custody Account Agreement and each Authorized Participant Custody Account Agreement are governed by New York law. With respect to the Trust Custody Account Agreement, the Trustee and the Physical Custodian both consent to the non-exclusive jurisdiction of the courts of the State of New York and the federal courts located in the borough of Manhattan in New York City.
+
+ 
+
+CREATION AND REDEMPTION OF SHARES
+
+To keep costs low and permit the fund to be as fully invested as possible, because Diamond Standard Bars and Coins are indivisible, Shares will be created and redeemed by Authorized Participants in Creation Units comprised of either two (2) Diamond Standard Bars, or twenty (20) Diamond Standard Coins, or one (1) Diamond Standard Bar plus ten (10) Diamond Standard Coins, each of which comprises (a "Creation Unit.")
+
+The Trust will create and redeem Shares from time to time, but only in one or more Share Baskets, as established by one (1) Creation Unit. The number of Shares in a Share Basket depend on the then-current market price of the Creation Unit and the then-current NAV per Share:
+
+Share Basket = Market Price of Creation Unit / NAV per Share
+
+The creation and redemption of Share Baskets will be made in exchange for the delivery to the Trust, or the distribution by the Trust, of Diamond Standard Bars and Coins, in whole numbers of Creation Units, and resultant Share Baskets being created or redeemed determined on the day the order to create or redeem Share Baskets is properly received.
+
+If there is a difference between the NAV attributable to a Creation Unit and the aggregate market value of the Share Basket exchanged for the Creation Unit, the party conveying instruments with the lower value will also pay to the other an amount in cash equal to that difference ("Balancing Amount").
+
+Authorized Participants are the only persons that may place orders to create and redeem Share Baskets. Authorized Participants must be (1) registered broker-dealers or other securities market participants, such as banks and other financial institutions, which are not required to register as broker-dealers to engage in securities transactions, and (2) participants in DTC. To become an Authorized Participant, a person must enter into an Authorized Participant Agreement with the Sponsor and the Trustee that provides the approved procedures for the creation and redemption of Share Baskets and for the delivery of the Diamond Standard Bars and Coins required for such creations and redemptions. The Authorized Participant Agreement and the related procedures attached thereto may be amended by the Trustee and the Sponsor, without the consent of any Shareholder or Authorized Participant. Authorized Participants will pay a Transaction Fee of [$___] to the Trustee for each order they place to create or redeem one or more Share Baskets. Authorized Participants who make deposits with the Trust in exchange for Share Baskets will receive no fees, commissions or other form of compensation or inducement of any kind from either the Sponsor or the Trust, and no such person has any obligation or responsibility to the Sponsor or the Trust to affect any sale or resale of Shares.
+
+Authorized Participants are cautioned that some of their activities will result in their being deemed participants in a distribution in a manner which would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the Securities Act, as described in "Plan of Distribution."
+
+As the terms of the Authorized Participant Custody Account Agreement differ in certain respects from the terms of the Trust Custody Account Agreement, potential Authorized Participants should review the terms of the Authorized Participant Custody Account Agreement carefully. A copy of the Authorized Participant Agreement may be obtained by potential Authorized Participants from the Trustee.
+
+Certain Authorized Participants may have the facility to participate directly in the Diamond Standard Bar and Coin markets. In some cases, an Authorized Participant may from time to time acquire Diamond Standard Bars and Coins from or sell Diamond Standard Bars and Coins to its affiliated trading desk, which may profit in these instances. Each Authorized Participant will be registered as a broker-dealer under the Exchange Act and regulated by FINRA or will be exempt from being or otherwise will not be required to be so regulated or registered, and will be qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Certain Authorized Participants will be regulated under federal and state banking laws and regulations. Each Authorized Participant will have its own set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory regime.
+
+Authorized Participants may act for their own accounts or as agents for broker-dealers, custodians and other securities market participants that wish to create or redeem Share Baskets. An order for one or more Share Baskets may be placed by an Authorized Participant on behalf of multiple clients. As of the date of this prospectus, [___________] have each signed an Authorized Participant Agreement with the Sponsor and the Trustee.
+
+Under the Authorized Participant Agreement, the Sponsor has agreed to indemnify the Authorized Participants against certain liabilities, including liabilities under the Securities Act.
+
+The following description of the approved procedures for the creation and redemption of Share Baskets is only a summary and an investor should refer to the relevant provisions of the Trust Agreement and the form of Authorized Participant Agreement and Authorized Participant Custody Account Agreement for more detail, each of which is attached as an exhibit to the registration statement of which this prospectus is a part. See "Where You Can Find More Information" for information about where investors can obtain the registration statement.
+
+Creation Procedures
+
+On any business day, an Authorized Participant may place an order with the Trustee to create one or more Share Baskets. Creation and redemption orders will be accepted only on "business days" that NYSE ARCA is open for regular trading. Settlement of orders requiring receipt or delivery, or confirmation of receipt or delivery, of Shares will occur, after confirmation of the applicable delivery of Diamond Standard Bars and Coins, on "business days" when NYSE ARCA is open for regular trading.
+
+Purchase orders must be placed no later than 4:00 p.m., New York time, on each business day that NYSE ARCA is open for regular trading. The day on which the Trustee receives a valid purchase order is the purchase order date.
+
+By placing a purchase order, an Authorized Participant agrees to deposit the Creation Basket Deposit with Trust as described below. Prior to the delivery of Share Baskets for a purchase order, the Authorized Participant must also have paid the Trustee the non-refundable Transaction Fee due for the purchase order.
+
+Determination of required deposits
+
+The number of Creation Units required to be deposited in the creation process is equal to the number of Share Baskets being created (referred to as the Creation Basket Deposit).
+
+Delivery of required deposits
+
+An Authorized Participant who places a purchase order is responsible for crediting its Authorized Participant Custody Account with the required Diamond Standard Bars and Coins comprising the Creation Basket Deposit and providing to the Grading Company such Diamond Standard Bars and Coins's tokens as required by the Required Delivery Standards. Upon acceptance of the purchase order and confirmation that the relevant Authorized Participant has on deposit both the required Diamond Standard Bars and Coins, the Physical Custodian, after receiving appropriate instructions from the Authorized Participant and the Trustee, will transfer on the third business day in [ ] following the purchase order date the Creation Basket Deposit from the Authorized Participant Custody Account to the Trust Custody Account and the Trustee will direct DTC to credit the number of Share Baskets ordered to the Authorized Participant's DTC account. The expense and risk of delivery, ownership and safekeeping of Diamond Standard Bars and Coins until such Diamond Standard Bars and Coins have been received by the Trust shall be borne solely by the Authorized Participant. The Trustee may accept delivery of Diamond Standard Bars and Coins by such other means as the Sponsor, from time to time, may determine to be acceptable for the Trust, provided that the same is disclosed in a prospectus relating to the Trust filed with the SEC pursuant to Rule 424 under the Securities Act. If Diamond Standard Bars and Coins are to be delivered other than as described above, the Sponsor is authorized to establish such procedures and to appoint such custodians and establish such custody accounts in addition to those described in this prospectus, as the Sponsor determines to be desirable.
+
+Rejection of purchase orders
+
+The Trustee may reject a purchase order or a Creation Basket Deposit at any time the Trustee's books are closed or the Trustee or the Sponsor thinks it necessary or advisable for any reason. None of the Trustee, the Sponsor or the Physical Custodian will be liable for the rejection of any purchase order or Creation Basket Deposit.
+
+Redemption Procedures
+
+The approved procedures by which an Authorized Participant can redeem one or more Share Baskets will mirror in reverse the procedures for the creation of Share Baskets. On any business day, an Authorized Participant may place an order with the Trustee to redeem one or more Share Baskets. Redemption orders must be placed no later than 4:00 p.m. New York time, or the close of regular trading on NYSE ARCA, whichever is earlier, on each business day that NYSE ARCA is open for regular trading. A redemption order so received is effective on the date it is received in satisfactory form by the Trustee. The redemption procedures allow Authorized Participants to redeem Share Baskets and do not entitle an individual Shareholder to redeem any Shares in a number less than a Share Basket, or to redeem Share Baskets other than through an Authorized Participant.
+
+By placing a redemption order, an Authorized Participant agrees to deliver the Share Baskets to be redeemed through DTC's book-entry system to the Trust not later than the third business day following the effective date of the redemption order. Prior to the delivery of the redemption distribution for a redemption order, the Authorized Participant must also have paid the Trustee the non-refundable Transaction Fee due for the redemption order.
+
+Determination of redemption distribution
+
+The Authorized Participant will transfer the Share Basket to be redeemed via DTC to the Trust and the Physical Custodian will transfer the applicable number of Diamond Standard Bars and Coins held by the Trust evidenced by the Shares being redeemed into the redeeming Authorized Participant's Authorized Participant Custody Account. Redemption distributions will be subject to the deduction of any applicable tax or other governmental charges which may be due.
+
+Delivery of redemption distribution
+
+The redemption distribution due from the Trust will be delivered to the Authorized Participant on the third business day following a redemption order date if, by 9:00 a.m. New York time on such third business day, the Trustee's DTC account has been credited with the Share Baskets to be redeemed. If the Trustee's DTC account has not been credited with all of the Share Baskets to be redeemed by such time, the redemption distribution will be delivered to the extent of whole Share Baskets received. Any remainder of the redemption distribution will be delivered on the next business day to the extent of remaining whole Share Baskets received if the Trustee receives the fee applicable to the extension of the redemption distribution date which the Trustee may, from time to time, determine and the remaining Share Baskets to be redeemed are credited to the Trustee's DTC account by 9:00 a.m. New York time on such next business day. Any further outstanding amount of the redemption order shall be cancelled. The Trustee is also authorized to deliver the redemption distribution notwithstanding that the Share Baskets to be redeemed are not credited to the Trustee's DTC account by 9:00 a.m. New York time on the third business day following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the Share Baskets through DTC's book-entry system on such terms as the Sponsor and the Trustee may from time to time agree upon.
+
+Suspension or rejection of redemption orders
+
+The Trustee may, in its discretion, and will when directed by the Sponsor, suspend the right of redemption, or postpone the redemption settlement date, (1) for any period during which NYSE ARCA is closed other than customary weekend or holiday closings, or trading on NYSE ARCA is suspended or restricted; (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of Diamond Standard Bars and Coins is not reasonably practicable; or (3) for such other period as the Sponsor determines it to be necessary for the protection of the Shareholders. None of the Sponsor, the Trustee or the Physical Custodian will be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
+
+The Trustee will reject a redemption order if the order is not in proper form as described in the Authorized Participant Agreement or if the fulfillment of the order, in the opinion of its counsel, might be unlawful.
+
+Transaction Fee for Creation and Redemption
+
+To compensate the Trustee for services in processing the creation and redemption of Share Baskets, an Authorized Participant will be required to pay a non-refundable Transaction Fee to the Trustee of [$___] per order to create or redeem Share Baskets. An order may include multiple Share Baskets. The Transaction Fee may be reduced, increased or otherwise changed by the Trustee with the consent of the Sponsor. The Trustee shall notify DTC of any agreement to change the Transaction Fee and will not implement any increase in the fee for the redemption of Share Baskets until 30 days after the date of the notice. A transaction fee may not exceed [ ]% of the value of a Share Basket at the time the Creation and Redemption order is accepted.
+
+Tax Responsibility
+
+Authorized Participants are responsible for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or governmental charge applicable to the creation or redemption of Share Baskets, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant, and agree to indemnify the Sponsor, the Trustee and the Trust if they are required by law to pay any such tax, together with any applicable penalties, additions to tax or interest thereon.
+
+ 
+
+TAKING PHYSICAL DELIVERY OF DIAMOND STANDARD BARS AND COINS
+
+In exchange for its shares and payment of the Processing Fee, a Delivery Applicant will be entitled to the quantity of Diamond Standard Bars and/or Coins represented by the shares on the day on which the Delivery Applicant's broker-dealer submits his or her shares to the Trust in exchange for Diamond Standard Bars and/or Coins (Share Submission Day). As it is unlikely that the specific number of shares will exactly correspond to a whole number of Diamond Standard Bars and/or Coins, a Delivery Applicant will likely receive some cash representing the net sale proceeds of any excess shares (i.e., the Cash Proceeds). To minimize the Cash Proceeds of any exchange, the Delivery Application requires that the number of shares submitted closely correspond to a whole number of Diamond Standard Bars and/or Coins that is held or that is to be acquired by the Trust for which the delivery is sought. Share Submissions are processed in the order approved.
+
+Delivery Application
+
+Delivery Application Investors interested in taking delivery of Diamond Standard Bars and/or Coins in exchange for their shares in the Trust (Delivery Applicants) must submit a Delivery Application to the Sponsor. A Delivery Application expresses the Delivery Applicant's non-binding intention to exchange shares for Diamond Standard Bars and/or Coins on the Share Submission Day, including the applicable grace period. The Delivery Applicant must also provide instructions to his or her broker-dealer to affect the exchange of shares for Diamond Standard Bars and/or Coins. The Sponsor may reject any Delivery Application.
+
+A Delivery Application may be found on the Trust's website at diamondstandard.co. It also is an Appendix to this Prospectus.
+
+Delivery Amount and Share Submission Quantity 
+
+A Delivery Applicant must specify in its Delivery Application the type and quantity of Diamond Standard Bars and/or Coins to be delivered and the number of shares to be tendered in exchange (Share Submission Quantity).
+
+The Share Submission Quantity closely corresponds to the market price of the Diamond Standard Bars and/or Coins
+
+None of the Trust, the Trustee, the Custodian, or the Sponsor shall be liable for a failure to deliver the maximum number of Diamond Standard Bars and/or Coins represented by the Share Submission Quantity.
+
+The Delivery Applicant will receive Cash Proceeds equal to the net proceeds of the sale of the shares included in the Share Submission Quantity in excess of Diamond Standard Bars and/or Coins to be delivered. Any Cash Proceeds will be credited by the Trustee to the broker-dealer who submitted the Delivery Application for the benefit of the Delivery Applicant.
+
+The Delivery Application states a grace period after the specified Share Submission Day during which the Diamond Standard Bars and/or Coins requested may be obtained for the specified Share Submission Quantity. However, as expenses are accrued in the Trust every day, the Cash Proceeds are likely to be reduced with each day of delay in exchanging the Share Submission Quantity. To increase the grace period, the Sponsor may require that the Share Submission Quantity be increased to reduce the likelihood a Share Submission Quantity will be rejected should delays in the share submission cause the shares submitted no longer to correspond to at least the Diamond Standard Bars and/or Coins specified in the Delivery Application. In order to facilitate the delivery of the Diamond Standard Bars and/or Coins specified in the Delivery Application, the grace period will typically extend the date that a Delivery Applicant is required to submit shares to the Trust to no more than six business days from the date that a Delivery Application is approved, as described below.
+
+Each day the NYSE ARCA is open for trading, the Sponsor will publish on the Trust's internet website a calculator to estimate the Share Submission Quantity and the Cash Proceeds for an exchange of shares for Diamond Standard Bars and/or Coins. The actual Cash Proceeds will be the net proceeds received from the sale of the excess Diamond Standard Bars and/or Coins included in the Share Submission Quantity. The Share Submission Quantity may be rejected if the Trust incurs extraordinary expenses between the submission of the Delivery Application and the Share Submission Day.
+
+The Trustee will reject an exchange of shares on behalf of a Delivery Applicant if the number of shares delivered does not correspond to the number of shares specified in the pre-approved Delivery Application, if the delivered shares are not accompanied by proper instructions from the Delivery Applicant's broker and by a pre-approved Delivery Application and if the number of Diamond Standard Bars and/or Coins represented by the delivered shares, as determined for the Share Submission Day, is less than the number of Diamond Standard Bars and/or Coins specified in the Delivery Application.
+
+Additionally, the Sponsor may decline to approve a Delivery Application if it is expected that the Trust will not be able to acquire the Diamond Standard Bars and/or Coins a Delivery Applicant specifies in the Delivery Application.
+
+Processing Fees 
+
+The exchange of shares for the delivery of Diamond Standard Bars and/or Coins is subject to the following Processing Fees. The Processing Fees must be submitted with the Delivery Application. The Processing Fees include:
+
+Fees to compensate the Sponsor (Exchange Fee), and
+
+A delivery fee (Delivery Fee) associated with the transport of Diamond Standard Bars and/or Coins to Delivery Applicants. This fee is only applicable if delivery is made outside of the lower 48 States.
+
+The Sponsor may waive or reduce applicable Processing Fees from time to time. Any waiver or reduction in applicable Processing Fees will be published on the Trust's website and available to any eligible Delivery Applicant. When available, if implemented, waivers or reductions in Processing Fees may apply during certain limited time periods, or for Delivery Applicants completing multiple Delivery Applications over proscribed time periods. Because Processing Fees are not paid by the Trust, they do not impact the value of Diamond Standard Bars and/or Coins held by the Trust.
+
+Exchange Fee: The Exchange Fee compensates the Sponsor for services provided as part of the delivery process, including the cost to the Sponsor and the Trustee to process the Share Submission. As of [DATE], the Exchange Fee is a flat fee per Diamond Standard Bars and/or Coins represented by the shares submitted on the Share Submission Day, subject to minimum fees as follows:
+
+Type of asset and delivery
+
+Fee
+
+First Diamond Standard Bar that is retained for Applicant by the existing Custodians
+
+$25.00
+
+Additional Diamond Standard Bars that are retained by the existing Custodians
+
+$7.50
+
+First Diamond Standard Coin that is retained by the existing Custodians
+
+$10.00
+
+Additional Diamond Standard Coins that are retained by the existing Custodians
+
+$5.00
+
+First Diamond Standard Bar that is delivered to the Delivery Applicant
+
+$65.00
+
+Additional Diamond Standard Bars that are delivered to the Delivery Applicant
+
+$35.00
+
+First Diamond Standard Coin that is delivered to the Delivery Applicant
+
+$45.00
+
+Additional Diamond Standard Coins that are delivered to the Delivery Applicant
+
+$15.00
+
+When transferred/shipped with one of more Bars, all Coins are at the Additional Coin rate.
+
+ 
+
+ 
+
+ 
+
+The Exchange Fee is due at the time the Delivery Application is submitted to the Sponsor. The Exchange Fee is fully reimbursable until the Delivery Applicant submits his or her shares to the Trustee.
+
+The Sponsor may change the Exchange Fee with notice as published on the Trust's website.
+
+Delivery Fee: The Delivery Fee covers the cost of preparing and transporting Diamond Standard Bars and/or Coins from the Custodian to the location specified by the Delivery Applicant in the Delivery Application. No Delivery Fee is charged to the Delivery Applicant for the delivery of Diamond Standard Bars and/or Coins to destinations in the lower 48 States. The Delivery Fee also includes the cost of insuring Diamond Standard Bars and/or Coins during transport. Delivery Fees, if applicable, will be quoted to Delivery Applicants outside of the lower 48 States upon filing a Delivery Application. See "Delivery Method" below for further discussion.
+
+Sales Taxes: The Trust currently does not anticipate sales taxes applying to the delivery of Diamond Standard Bars and Coins to Delivery Applicants. However, if such taxes do apply, they are the sole responsibility of the Delivery Applicant.
+
+Delivery Payment Schedule All Processing Fees must be wired to the Sponsor. The Processing Fee is due at the time the Delivery Application is submitted to the Sponsor and is fully refundable until a Delivery Applicant irrevocably submits his or her shares to the Trustee.
+
+Delivery Method - The Trustee will instruct the Custodian, or the Sponsor shall to deliver Diamond Standard Bars and/or Coins to a Delivery Applicant based on instructions in the Delivery Application. Once Diamond Standard Bars and/or Coins has been tendered to the courier identified in the Delivery Application by the Custodian, the Diamond Standard Bars and/or Coins cannot be returned and is no longer the responsibility of the Trust, the Trustee, the Custodian, or the Sponsor.
+
+The Trust will ship Diamond Standard Bars and/or Coins to a Delivery Applicant fully insured using accepted business practices for precious metals delivery that may include, amongst others, use of a conventional shipping carrier (e.g., U.S. Postal Service, Federal Express, United Parcel Service); or an armored transportation service. No separate Delivery Fee is charged for delivery of Diamond Standard Bars and/or Coins to destinations in the lower 48 States; additional fees may apply to the Delivery Applicant for deliveries outside of the lower 48 States.
+
+Delivery Applicants should contact the Sponsor to discuss delivery method and location. Delivery Applicants should be aware that the Diamond Standard Bars and Coins delivered is likely to represent a substantial U.S. dollar value:
+
+* Shipments may be broken down into multiple smaller shipments and possibly shipped on different days to meet insurance requirements of the shipping carrier. A Delivery Applicant can utilize a shipping carrier only if insurance requirements can be met and the Delivery Applicant and Sponsor agree on an acceptable delivery destination. A conventional shipping carrier may deliver Diamond Standard Bars and Coins to residential addresses. * Armored Transportation Service will only deliver to certain trusted locations; an Armored Transportation Service does not deliver to residential addresses. * A Delivery Applicant can utilize an armored truck service only if the Delivery Applicant and the Armored Transportation Service agree on an acceptable delivery destination. Diamond Standard Bars will only be transported using Armored Transportation Service
+
+The Sponsor may decline a Delivery Application if no delivery method and location is agreed upon.
+
+Procedure to Take Delivery of Diamond Standard Bars and/or Coins in Exchange for Shares
+
+Investors interested in taking delivery of Diamond Standard Bars and/or Coins in exchange for their shares (Delivery Applicants) must submit a Delivery Application to the Sponsor and wire to the Sponsor the Processing Fees. A Delivery Application expresses the Delivery Applicant's non-binding intention to exchange shares for Diamond Standard Bars and/or Coins on a stated date (Share Submission Day), subject to a limited grace period. The Sponsor will screen and pre-approve the Delivery Application. The Share Submission Day will typically be the third business day following approval of the Delivery Application, but the grace period may not extend the Share Submission Day later than the sixth business day following such approval.
+
+The Sponsor typically will review a Delivery Application within 3 business days after receipt of the Delivery Application. Delivery Applications received after 4:00 PM Eastern Time are considered to have been received the next business day. Delivery Applicants will be advised of reasons for any delay. Any Processing Fee is refunded if the Delivery Application is rejected by the Sponsor. For the Sponsor to pre-approve a Delivery Application, the following conditions must be met:
+
+The Processing Fee must be paid for the Delivery Application to be processed.
+
+The Delivery Application must be submitted in a form satisfactory to the Sponsor, including
+
+Who: Providing Delivery Applicant's personal and account information.
+
+What: Providing the number of shares to be submitted and the types of Diamond Standard Bars and/or Coins and Share Submission Day requested.
+
+Where: Providing a delivery location and method acceptable to the Sponsor.
+
+The Sponsor may decline to approve Delivery Applications for any reason, in the Sponsor's sole discretion, that the type of Diamond Standard Bars and/or Coins requested may not be available on the Share Submission Day, including any applicable grace period.
+
+Upon pre-approval of the Delivery Application, a Delivery Applicant must instruct his or her broker to submit a delivery instruction accompanied by the pre-approved Delivery Application and transfer the Share Submission Quantity to the Trustee on the specified Share Submission Day. If the Processing Fee as calculated on the Share Submission Day is greater than the Processing Fee that the Delivery Applicant already submitted to the Sponsor, the remaining Processing Fees are due on the Share Submission Day and the Delivery Applicant must wire the difference.
+
+The transfer of shares, accompanied by the broker's delivery instruction and a pre-approved Delivery Application, is a binding and irrevocable request to take delivery of Diamond Standard Bars and/or Coins in exchange for shares based on instructions in the Delivery Application (Share Submission). The Trustee will reject the Share Submission (1) if the number of shares surrendered does not correspond to the number of shares specified in the pre-approved Delivery Application, (2) if the delivered shares are not accompanied by proper instructions and a pre-approved Delivery Application or (3) if the number of Diamond Standard Bars and Coins represented by the surrendered shares on the Share Submission Day is less than the number of Diamond Standard Bars and/or Coins to be delivered as specified in the Delivery Application.
+
+The Trustee may only accept or reject Share Submissions in their entirety. Neither the Trustee nor the Sponsor shall be in any way liable should the Trustee reject the shares that have been submitted.
+
+Once the Trustee has accepted the Share Submission and, if the Delivery Applicant has requested Diamond Standard Bars and/or Coins, once the Trustee has received a confirmation certified by the Sponsor of an over-the-counter transaction between the Sponsor providing for the exchange of Diamond Standard Bars and/or Coins held by the Trust for Diamond Standard Bars and/or Coins specified by the Delivery Applicant, the shares submitted will be retired and the Trustee will either instruct the Custodian to prepare Diamond Standard Bars and/or Coins for forwarding to the Delivery Applicant according to the instructions provided in the Delivery Application or notify the Sponsor who will arrange with the Custodian for the shares to be exchanged for the requested Diamond Standard Bars and/or Coins for forwarding to the Delivery Applicant.
+
+Once Diamond Standard Bars and/or Coins is released for delivery to the Delivery Applicant that Diamond Standard Bars and/or Coins is no longer part of the Trust and the Trust bears no liability pertaining to the Diamond Standard Bars and Coins released. In the event that Diamond Standard Bars and/or Coins cannot be released for delivery to the Delivery Applicant on a particular business day, such Diamond Standard Bars and/or Coins will remain the property of the Trust until the Diamond Standard Bars and/or Coins can be released for delivery. Upon receipt of Diamond Standard Bars and/or Coins, the Delivery Applicant will have five business days, or such shorter or longer period as may be specified in the Delivery Application from time to time, following the receipt of the Diamond Standard Bars and/or Coins to notify the Sponsor in writing of any complaints or objections concerning the shipment, delivery or receipt of the Diamond Standard Bars and/or Coins. In the absence of any such objection or complaint, the Delivery Applicant will be deemed to have accepted receipt of the Diamond Standard Bars and/or Coins in full satisfaction of the Diamond Standard Bars and/or Coins due the Delivery Applicant and to have waived any and all claims the Delivery Applicant may have concerning the Diamond Standard Bars and/or Coins received by the Delivery Applicant.
+
+Example of an Exchange of Shares for Diamond Standard Bars and/or Coins 
+
+In the following example, a Delivery Applicant from the lower 48 States desires to receive 10 Diamond Standard Bars held by the Trust for a Share Submission Day of Monday, June 9
+
+Anti-Money Laundering Screening 
+
+Delivery Applicants may be subject to Anti-Money Laundering screening when they submit the Delivery Application. The Sponsor will not pre-approve a Delivery Application if the Sponsor has concerns about fraudulent conduct or anti-money laundering activity. Corporate and non-U.S. investors are cautioned that their Delivery Applications may be delayed or rejected if the Sponsor is not able to verify the identity of the investor.
+
+Tax Responsibility 
+
+Investors are responsible for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or other governmental charge applicable to the receipt of Diamond Standard Bars and Coins, regardless of whether such tax or charge is imposed directly on the investor. Each investor agrees to indemnify the Sponsor, the Trustee and the Trust, promptly on request, if any of them is required by law to pay any such tax or charge, together with any applicable penalties, additions to tax and interest thereon.
+
+ 
+
+DESCRIPTION OF THE TRUST AGREEMENT
+
+The Trust operates under the terms of the Trust Agreement, dated as of [___], 2020, between the Sponsor and the Trustee. A copy of the Trust Agreement is available for inspection at the Trustee's office. The following is a description of the material terms of the Trust Agreement.
+
+The Sponsor
+
+This section summarizes some of the important provisions of the Trust Agreement which apply to the Sponsor. For a general description of the Sponsor's role concerning the Trust, see "The Sponsor—The Sponsor's Role."
+
+Liability of the Sponsor and indemnification
+
+The Sponsor will not be liable to the Trustee or any Shareholder for any action taken or for refraining from taking any action in good faith, or for errors in judgment or for depreciation or loss incurred by reason of the sale of any Diamond Standard Bars and Coins or other assets of the Trust. However, the preceding liability exclusion will not protect the Sponsor against any liability resulting from its own gross negligence, willful misconduct or bad faith in the performance of its duties.
+
+The Sponsor and its members, managers, directors, officers, employees, affiliates (as such term is defined under the Securities Act) and subsidiaries shall be indemnified from the Trust and held harmless against any loss, liability or expense incurred without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such indemnified party arising out of or in connection with the performance of its obligations under the Trust Agreement and under each other agreement entered into by the Sponsor in furtherance of the administration of the Trust (including, without limiting the scope of the foregoing, the Trust Custody Account Agreement and any Authorized Participant Agreement) or any actions taken in accordance with the provisions of the Trust Agreement or (2) reckless disregard on the part of such indemnified party of its obligations and duties under the Trust Agreement. Such indemnity shall include payment from the Trust of the costs and expenses incurred by such indemnified party in defending itself against any claim or liability in its capacity as Sponsor. Any amounts payable to an indemnified party may be payable in advance or shall be secured by a lien on the Trust. The Sponsor may, in its discretion, undertake any action which it may deem necessary or desirable in respect of the Trust Agreement and the interests of the Shareholders and, in such event, the legal expenses and costs of any such actions shall be expenses and costs of the Trust and the Sponsor shall be entitled to be reimbursed therefor by the Trust.
+
+The Sponsor may rely on all information provided by the Trustee for securities filings, including a free writing prospectus or marketing materials. If such information is incorrect or omits material information and is the foundation for a claim against the Sponsor, the Sponsor may be entitled to indemnification from the Trust.
+
+Successor sponsors
+
+If the Sponsor is adjudged bankrupt or insolvent, or a receiver of the Sponsor or of its property is appointed, or a trustee or liquidator or any public officer takes charge or control of the Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Trustee may terminate and liquidate the Trust and distribute its remaining assets. The Trustee has no obligation to appoint a successor sponsor or to assume the duties of the Sponsor and will have no liability to any person because the Trust is or is not terminated as described in the preceding sentence.
+
+The Trustee
+
+This section summarizes some of the important provisions of the Trust Agreement which apply to the Trustee. For a general description of the Trustee's role concerning the Trust, see "The Trustee—The Trustee's Role."
+
+Qualifications of the Trustee
+
+The Trustee and any successor trustee must be (1) a bank, trust company, corporation or national banking association organized and doing business under the laws of the United States or any of its states, and authorized under such laws to exercise corporate trust powers, (2) a DTC Participant or such other securities depository as shall then be acting with respect to the Shares and (3), unless counsel to the Sponsor, the appointment of which is acceptable to the Trustee, determines that such requirement is not necessary for the exception under section 408(m)(3)(B) of the United States Internal Revenue Code of 1986, as amended (Code), to apply, a banking institution as defined in Code section 408(n). The Trustee and any successor trustee must have, at all times, an aggregate capital, surplus, and undivided profits of at least $[___] million.
+
+General duty of care of Trustee
+
+The Trustee is a fiduciary under the Trust Agreement; provided, however, that the fiduciary duties and responsibilities and liabilities of the Trustee are limited by, and are only those specifically set forth in, the Trust Agreement. For limitations of the fiduciary duties of the Trustee, see the limitations on liability set forth in "The Trustee—Limitation on Trustee's liability" and "The Trustee—Trustee's liability for custodial services and agents."
+
+Limitation on Trustee's liability
+
+The Trustee will not be liable for the disposition of Diamond Standard Bars and Coins or moneys, or in respect of any evaluation which it makes under the Trust Agreement or otherwise, or for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties under the Trust Agreement in the absence of gross negligence, willful misconduct or bad faith on its part. In no event will the Trustee be liable for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document (a) from the Sponsor or a Physical Custodian or any entity acting on behalf of either which the Trustee believes is given as authorized by the Trust Agreement or the Trust Custody Account Agreement, respectively; or (b) from or on behalf of any Authorized Participant which the Trustee believes is given pursuant to or is authorized by an Authorized Participant Agreement (provided that the Trustee has complied with the verification procedures specified in the Authorized Participant Agreement). In no event will the Trustee be liable for acting or omitting to act in reliance upon the advice of or information from legal counsel, accountants or any other person believed by it in good faith to be competent to give such advice or information. In addition, the Trustee will not be liable for any delay in performance or for the non-performance of any of its obligations under the Trust Agreement by reason of causes beyond its reasonable control, including acts of God, war or terrorism. The Trustee will not be liable for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, or for an amount in excess of the value of the Trust's assets.
+
+Trustee's liability for custodial services and agents
+
+The Trustee will not be answerable for the default of the Physical Custodian, Digital Custodian, or any custodian of the Trust's Diamond Standard Bars and Coins employed at the direction of the Sponsor or selected by the Trustee with reasonable care. The Trustee does not monitor the performance of the Physical Custodian other than to review the reports provided by the Physical Custodian pursuant to the Trust Custody Account Agreement. The Trustee may also employ custodians for Trust assets other than Diamond Standard Bars and Coins (i.e., cash), agents, attorneys, accountants, auditors and other professionals and shall not be answerable for the default or misconduct of any of them if they were selected with reasonable care. The fees and expenses charged by custodians for the custody of Diamond Standard Bars and Coins and related services, agents, attorneys, accountants, auditors or other professionals, and expenses reimbursable to any custodian under the Trust Custody Account Agreement authorized by the Trust Agreement, exclusive of fees for services to be performed by the Trustee, will be expenses of the Sponsor or the Trust. Fees paid for the custody of assets other than Diamond Standard Bars and Coins will be an expense of the Trustee.
+
+Taxes
+
+The Trustee will not be personally liable for any taxes or other governmental charges imposed upon the Diamond Standard Bars and Coins or its custody, moneys or other Trust assets, or on the income therefrom or the sale or proceeds of the sale thereof, or upon it as Trustee or upon or in respect of the Trust or the Shares which it may be required to pay under any present or future law of the United States of America or of any other taxing authority having jurisdiction in the premises. For all such taxes and charges and for any expenses, including counsel's fees, which the Trustee may sustain or incur with respect to such taxes or charges, the Trustee will be reimbursed and indemnified out of the Trust's assets and the payment of such amounts shall be secured by a lien on the Trust.
+
+Indemnification of the Trustee
+
+The Trustee, its directors, employees and agents shall be indemnified from the Trust and held harmless against any loss, liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) arising out of or in connection with the performance of its obligations under the Trust Agreement and under each other agreement entered into by the Trustee in furtherance of the administration of the Trust (including, without limiting the scope of the foregoing, the Trust Custody Account Agreements and any Authorized Participant Agreement, including the Trustee's indemnification obligations under these agreements) or by reason of the Trustee's acceptance of the Trust incurred without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such indemnified party in connection with the performance of its obligations under the Trust Agreement or any such other agreement or any actions taken in accordance with the provisions of the Trust Agreement or any such other agreement or (2) reckless disregard on the part of such indemnified party of its obligations and duties under the Trust Agreement or any such other agreement. Such indemnity shall include payment from the Trust of the costs and expenses incurred by such indemnified party in defending itself against any claim or liability in its capacity as Trustee. Any amounts payable to an indemnified party may be payable in advance or shall be secured by a lien on the Trust.
+
+Indemnity for actions taken to protect the Trust
+
+The Trustee is under no obligation to appear in, prosecute or defend any action that in its opinion may involve it in expense or liability, unless it is furnished with reasonable security and indemnity against the expense or liability. The Trustee's costs resulting from the Trustee's appearance in, prosecution of or defense of any such action are deductible from and will constitute a lien against the Trust's assets. Subject to the preceding conditions, the Trustee shall, in its discretion, undertake such action as it may deem necessary to protect the Trust and the rights and interests of all Shareholders pursuant to the terms of the Trust Agreement.
+
+Protection for amounts due to Trustee
+
+If any fees or costs owed to the Trustee under the Trust Agreement are not paid when due by the Sponsor, the Trustee may sell or otherwise dispose of any Trust assets (including Diamond Standard Bars and Coins) and pay itself from the proceeds provided, however, that the Trustee may not charge to the Trust unpaid fees owed to the Trustee by the Sponsor in excess of the fees payable to the Sponsor by the Trust without regard to any waiver by the Sponsor of its fees. As security for all obligations owed to the Trustee under the Trust Agreement, the Trustee is granted a continuing security interest in, and a lien on, the Trust's assets and all Trust distributions.
+
+Holding of Trust property other than Diamond Standard Bars and Coins
+
+The Trustee will hold and record the ownership of the Trust's assets in a manner so that it will be owned by the Trust and the Trustee as trustee thereof for the benefit of the Shareholders for the purposes of, and subject to and limited by the terms and conditions set forth in, the Trust Agreement. Other than issuance of the Shares, the Trust shall not issue or sell any certificates or other obligations or, except as provided in the Trust Agreement, otherwise incur, assume or guarantee any indebtedness for money borrowed.
+
+The Trust will hold only Diamond Standard Bars and Coins, and, from time to time, may also hold cash in certain limited circumstances. All moneys, if any, held by the Trustee shall be held by it, without interest thereon or investment thereof, as a deposit for the account of the Trust. Such monies held shall be deemed segregated by maintaining such monies in an account or accounts for the exclusive benefit of the Trust. The Trustee may also employ sub-custodians or other custodians for such Trust assets, agents, attorneys, accountants, auditors and other professionals and shall not be answerable for the default or misconduct of any such custodians, agents, attorneys, accountants, auditors and other professionals if such custodians, agents, attorneys, accountants, auditors or other professionals shall have been selected with reasonable care.
+
+Resignation, discharge or removal of Trustee; successor trustees
+
+The Trustee may at any time resign as Trustee by written notice of its election so to do, delivered to the Sponsor, and such resignation shall take effect upon the appointment of a successor trustee and its acceptance of such appointment.
+
+The Sponsor may remove the Trustee in its discretion on the third anniversary of the date of the Trust Agreement by written notice delivered to the Trustee at least 90 days prior to such date or, thereafter, on the last day of any subsequent three-year period by written notice delivered to the Trustee at least 90 days prior to such date.
+
+The Sponsor may also remove the Trustee at any time if the Trustee (1) ceases to be a Qualified Bank (as defined below), (2) is in material breach of its obligations under the Trust Agreement and fails to cure such breach within 30 days after receipt of written notice from the Sponsor or Shareholders acting on behalf of at least 25% of the outstanding Shares specifying such default and requiring the Trustee to cure such default, or (3) fails to consent to the implementation of an amendment to the Trust's initial Internal Control Over Financial Reporting deemed necessary by the Sponsor and, after consultations with the Sponsor, the Sponsor and the Trustee fail to resolve their differences regarding such proposed amendment. Under such circumstances, the Sponsor, acting on behalf of the Shareholders, may remove the Trustee by written notice delivered to the Trustee and such removal shall take effect upon the appointment of a successor trustee and its acceptance of such appointment.
+
+A "Qualified Bank" means a bank, trust company, corporation or national banking association organized and doing business under the laws of the United States or any State of the United States that is authorized under those laws to exercise corporate trust powers and that (i) is a DTC Participant or a participant in such other depository as is then acting with respect to the Shares; (ii) unless counsel to the Sponsor, the appointment of which is acceptable to the Trustee, determines that the following requirement is not necessary for the exception under Section 408(m) of the Code, to apply, is a banking institution as defined in Section 408(n) of the Code and (iii) had, as of the date of its most recent annual financial statements, an aggregate capital, surplus and undivided profits of at least $250 million.
+
+The Sponsor may also remove the Trustee at any time if the Trustee merges into, consolidates with or is converted into another corporation or entity in a transaction in which the Trustee is not the surviving entity. The surviving entity from such a transaction shall be the successor of the Trustee without the execution or filing of any document or any further act; however, during the 90-day period following the effectiveness of such transaction, the Sponsor may, by written notice to the Trustee, remove the Trustee and designate a successor trustee.
+
+If the Trustee resigns or is removed, the Sponsor, acting on behalf of the Shareholders, shall use its reasonable efforts to appoint a successor trustee, which shall be a Qualified Bank. Every successor trustee shall execute and deliver to its predecessor and to the Sponsor, acting on behalf of the Shareholders, an instrument in writing accepting its appointment hereunder, and thereupon such successor trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Sponsor, acting on behalf of the Shareholders, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Trust's assets to such successor, and shall deliver to such successor a list of the Shareholders of all outstanding Shares. The Sponsor or any such successor trustee shall promptly mail notice of the appointment of such successor trustee to the Shareholders.
+
+If the Trustee resigns and no successor trustee is appointed within 60 days after the date the Trustee issues its notice of resignation, the Trustee will terminate and liquidate the Trust and distribute its remaining assets.
+
+The Physical Custodian and Custody of the Trust's Diamond Standard Bars and Coins
+
+This section summarizes some of the important provisions of the Trust Agreement which apply to the Physical Custodian and the custody of the Trust's Diamond Standard Bars and Coins. For a general description of the Physical Custodian's role, see "The Physical Custodian—The Physical Custodian's Role." For more information on the custody of the Trust's Diamond Standard Bars and Coins, see "Custody of the Trust's Diamond Standard Bars and Coins" and "Description of the Trust Custody Account Agreements."
+
+The Trustee, on behalf of the Trust, will enter into the Trust Custody Account Agreement with the Physical Custodian, under which the Physical Custodian will maintain the Trust Custody Account. The Physical Custodian will also enter into agreements with and maintain the Sponsor Custody Account and each Authorized Participant Custody Account for the Sponsor and each Authorized Participant, respectively.
+
+If upon the resignation of any custodian there would be no custodian acting pursuant to the Trust Custody Account Agreement, the Trustee shall, promptly after receiving notice of such resignation, appoint a substitute custodian or custodians selected by the Sponsor pursuant to the Trust Custody Account Agreement approved by the Sponsor (provided, however, that the rights and duties of the Trustee under the Trust Agreement and such Trust Custody Account Agreement shall not be materially altered without its consent). When directed by the Sponsor or if the Trustee in its discretion determines that it is in the best interest of the Shareholders to do so and with the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed), the Trustee shall appoint a substitute or additional custodian or custodians, which shall thereafter be one of the custodians under the Trust Agreement. After the entry into the Trust Custody Account Agreement, the Trustee shall not enter into or amend any Trust Custody Account Agreement with a custodian without the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed). When instructed by the Sponsor, the Trustee shall demand that a custodian of the Trust deliver such of the Trust's Diamond Standard Bars and Coins held by it as is requested of it to any other custodian or such substitute or additional custodian or custodians directed by the Sponsor. Each such substitute or additional custodian shall forthwith upon its appointment, enter into a Trust Custody Account Agreement in form and substance approved by the Sponsor.
+
+The Sponsor will appoint accountants or other inspectors to monitor the accounts and operations of the Physical Custodian and any successor custodian or additional custodian and for enforcing the obligations of each such custodian as is necessary to protect the Trust and the rights and interests of the Shareholders. The Trustee has no obligation to monitor the activities of any Physical Custodian other than to receive and review such reports of the Diamond Standard Bars and Coins held for the Trust by such Physical Custodian and of transactions in Diamond Standard Bars and Coins held for the account of the Trust made by such Physical Custodian pursuant to the Trust Custody Account Agreement. In the event that the Sponsor determines that the maintenance of Diamond Standard Bars and Coins with a particular custodian is not in the best interests of the Shareholders, the Sponsor will direct the Trustee to initiate action to remove the Diamond Standard Bars and Coins from the custody of such custodian or take such other action as the Trustee determines appropriate to safeguard the interests of the Shareholders. However, see "The Trustee—The Trustee's Role" for a description of limitations on the ability of the Trustee to monitor the performance of the Physical Custodian. The Trustee shall have no liability for any such action taken at the direction of the Sponsor or, in the absence of such direction, any action taken by it in good faith. The Trustee's only contractual rights are to direct the Physical Custodian pursuant to the Trust Custody Account Agreement.
+
+The Digital Custodian and Custody of the Trust s Diamond Standard Bars and Coins
+
+This section summarizes some of the important provisions of the Trust Agreement which apply to the Digital Custodian and the custody of the Digital Tokens that Accompany the Trust s Diamond Standard Bars and Coins. For a general description of the Digital Custodian s role, see "The Digital Custodian—The Digital Custodian s Role." For more information on the custody of the Trust s Digital Tokens that Accompany the Diamond Standard Bars and Coins, see "Custody of the Trust's Digital Tokens that Accompany the Diamond Standard Bars and Coins" and "Description of the Trust Custody Account Agreements."
+
+The Trustee, on behalf of the Trust, will enter into the Trust Custody Account Agreement with the Digital Custodian, under which the Digital Custodian will maintain the Trust Custody Account. The Digital Custodian will also enter into agreements with and maintain the Sponsor Custody Account and each Authorized Participant Custody Account for the Sponsor and each Authorized Participant, respectively.
+
+If upon the resignation of any custodian there would be no custodian acting pursuant to the Trust Custody Account Agreement, the Trustee shall, promptly after receiving notice of such resignation, appoint a substitute custodian or custodians selected by the Sponsor pursuant to the Trust Custody Account Agreement approved by the Sponsor (provided, however, that the rights and duties of the Trustee under the Trust Agreement and such Trust Custody Account Agreement shall not be materially altered without its consent). When directed by the Sponsor or if the Trustee in its discretion determines that it is in the best interest of the Shareholders to do so and with the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed), the Trustee shall appoint a substitute or additional custodian or custodians, which shall thereafter be one of the custodians under the Trust Agreement. After the entry into the Trust Custody Account Agreement, the Trustee shall not enter into or amend any Trust Custody Account Agreement with a custodian without the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed). When instructed by the Sponsor, the Trustee shall demand that a custodian of the Trust deliver such of the Trust s Digital Tokens that Accompany the Diamond Standard Bars and Coins held by it as is requested of it to any other custodian or such substitute or additional custodian or custodians directed by the Sponsor. Each such substitute or additional custodian shall forthwith upon its appointment, enter into a Trust Custody Account Agreement in form and substance approved by the Sponsor.
+
+The Sponsor will appoint accountants or other inspectors to monitor the accounts and operations of the Digital Custodian and any successor custodian or additional custodian and for enforcing the obligations of each such custodian as is necessary to protect the Trust and the rights and interests of the Shareholders. The Trustee has no obligation to monitor the activities of any Digital Custodian other than to receive and review such reports of the Diamond Standard Bars and Coins held for the Trust by such Digital Custodian and of transactions in the Digital Tokens that Accompany the Diamond Standard Bars and Coins held for the account of the Trust made by such Digital Custodian pursuant to the Trust Custody Account Agreement. In the event that the Sponsor determines that the maintenance of Digital Tokens that Accompany the Diamond Standard Bars and Coins with a particular custodian is not in the best interests of the Shareholders, the Sponsor will direct the Trustee to initiate action to remove the Digital Tokens that Accompany the Diamond Standard Bars and Coins from the custody of such custodian or take such other action as the Trustee determines appropriate to safeguard the interests of the Shareholders. However, see "The Trustee—The Trustee s Role" for a description of limitations on the ability of the Trustee to monitor the performance of the Digital Custodian. The Trustee shall have no liability for any such action taken at the direction of the Sponsor or, in the absence of such direction, any action taken by it in good faith. The Trustee s only contractual rights are to direct the Digital Custodian pursuant to the Trust Custody Account Agreement.
+
+Valuation of Diamond Standard Bars and Coins, Definition of Net Asset Value and Adjusted Net Asset Value
+
+Once the value of the Diamond Standard Bars and Coins has been determined, the Trustee will subtract all estimated accrued but unpaid fees (other than the fees accruing for such day on which the valuation takes place computed by reference to the value of the Trust or its assets), expenses and other liabilities of the Trust from the total value of the Diamond Standard Bars and Coins and all other assets of the Trust (other than any amounts credited to the Trust's reserve account, if established). The resulting figure is the ANAV of the Trust. The ANAV of the Trust is used to compute the Sponsor's Fee.
+
+All fees accruing for the day on which the valuation takes place computed by reference to the value of the Trust or its assets shall be calculated using the ANAV calculated for such day on which the valuation takes place. The Trustee shall subtract from the ANAV the amount of accrued fees so computed for such day and the resulting figure is the NAV of the Trust. The Trustee will also determine the NAV per Share by dividing the NAV of the Trust by the number of the Shares outstanding as of the close of trading on NYSE ARCA (which includes the net number of any Shares created or redeemed on such evaluation day).
+
+The Trustee's estimation of accrued but unpaid fees, expenses and liabilities will be conclusive upon all persons interested in the Trust and no revision or correction in any computation made under the Trust Agreement will be required by reason of any difference in amounts estimated from those actually paid.
+
+The Sponsor and the Shareholders may rely on any evaluation furnished by the Trustee, and the Sponsor will have no responsibility for the evaluation's accuracy. The determinations the Trustee makes will be made in good faith upon the basis of, and the Trustee will not be liable for any errors contained in, information reasonably available to it. The Trustee will not be liable to the Sponsor, DTC, Authorized Participants, the Shareholders or any other person for errors in judgment. However, the preceding liability exclusion will not protect the Trustee against any liability resulting from bad faith or gross negligence in the performance of its duties.
+
+Other Expenses
+
+If at any time, other expenses are incurred outside the daily business of the Trust and the Sponsor's Fee, the Trustee will at the discretion of the Sponsor or in its own discretion sell the Trust's Diamond Standard Bars and Coins as necessary to pay such expenses; provided, however, that the Sponsor has agreed to advance payment of all Trust expenses not otherwise assumed by the Sponsor so as to permit the Trust to (i) transfer or sell Diamond Standard Bars and Coins only in whole Diamond Standard Bars and/or Coins, and (ii) limit its exposure to cash assets (i.e., cash). The Trust shall not bear any expenses incurred in connection with the issuance and distribution of the Shares being registered, such expenses being paid by the Sponsor.
+
+Sales of Diamond Standard Bars and Coins
+
+The Trustee will sell Diamond Standard Bars and Coins to pay the Sponsor's Fee and any amounts advanced by the Sponsor to pay Trust expenses not assumed by the Sponsor. The Trustee will also, at the direction of the Sponsor or in its own discretion, sell the Trust's Diamond Standard Bars and Coins as necessary to pay the Trust's expenses not otherwise assumed or advanced by the Sponsor. The Sponsor's Fee and any amounts advanced by the Sponsor to pay Trust expenses may also be paid at the direction of the Sponsor through delivery of Diamond Standard Bars and Coins from the Trust Custody Account to the Sponsor Custody Account. When selling Diamond Standard Bars and Coins to pay fees and expenses, the Trustee will (i) sell Diamond Standard Bars and/or Coins, and (ii) endeavor to sell the fewest number of Diamond Standard Bars and/or Coins needed to pay fees and expenses in order to minimize the Trust's holdings of cash assets. The Trustee will place orders with dealers (which may include the Physical Custodian and Authorized Participants) as directed by the Sponsor or, in the absence of such direction, with dealers through which the Trustee may reasonably expect to obtain a favorable price and good execution of orders. The Physical Custodian may be the purchaser of such Diamond Standard Bars and Coins only if the sale transaction is made at the next Fix Price or such other publicly available price that the Sponsor deems fair, in each case as set following the sale order. Neither the Trustee nor the Sponsor is liable for depreciation or loss incurred by reason of any sale. See "United States Federal Income Tax Consequences—Taxation of US Shareholders" for information on the tax treatment of Diamond Standard Bars and Coins sales.
+
+The Trustee will also sell the Trust's Diamond Standard Bars and Coins if the Sponsor notifies the Trustee that sale is required by applicable law or regulation or in connection with the termination and liquidation of the Trust. The Trustee will not be liable or responsible in any way for depreciation or loss incurred by reason of any sale of Diamond Standard Bars and Coins directed by the Sponsor.
+
+Any property received by the Trust other than Diamond Standard Bars and Coins or an amount receivable in cash (such as, for example, an insurance claim) will be promptly sold or otherwise disposed of by the Trustee at the direction of the Sponsor.
+
+The Securities Depository; Book-Entry-Only System; Global Security
+
+DTC will act as securities depository for the Shares. DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of section 17A of the Exchange Act. DTC was created to hold securities of DTC Participants and to facilitate the clearance and settlement of transactions in such securities among the DTC Participants through electronic book-entry changes. This eliminates the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly. DTC is expected to agree with and represent to the DTC Participants that it will administer its book-entry system in accordance with its rules and by-laws and the requirements of law.
+
+Individual certificates will not be issued for the Shares. Instead, one or more global certificates will be signed by the Trustee on behalf of the Trust, registered in the name of Cede & Co., as nominee for DTC, and deposited with the Trustee on behalf of DTC. The global certificates will evidence all of the Shares outstanding at any time. The representations, undertakings and agreements made on the part of the Trust in the global certificates are made and intended for the purpose of binding only the Trust and not the Trustee or the Sponsor individually.
+
+Upon the settlement date of any creation, transfer or redemption of Shares, DTC will credit or debit, on its book-entry registration and transfer system, the number of the Shares so created, transferred or redeemed to the accounts of the appropriate DTC Participants. The Trustee and the Authorized Participants will designate the accounts to be credited and charged in the case of creation or redemption of Shares.
+
+Beneficial ownership of the Shares will be limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Owners of beneficial interests in the Shares will be shown on, and the transfer of ownership will be effected only through, records maintained by DTC (with respect to DTC Participants), the records of DTC Participants (with respect to Indirect Participants), and the records of Indirect Participants (with respect to Shareholders that are not DTC Participants or Indirect Participants). Shareholders are expected to receive from or through the DTC Participant maintaining the account through which the Shareholder has purchased their Shares a written confirmation relating to such purchase.
+
+Shareholders that are not DTC Participants may transfer the Shares through DTC by instructing the DTC Participant or Indirect Participant through which the Shareholders hold their Shares to transfer the Shares. Shareholders that are DTC Participants may transfer the Shares by instructing DTC in accordance with the rules of DTC. Transfers will be made in accordance with standard securities industry practice.
+
+DTC may decide to discontinue providing its service with respect to Share Baskets and/or the Shares by giving notice to the Trustee and the Sponsor. Under such circumstances, the Sponsor will find a replacement for DTC to perform its functions at a comparable cost or, if a replacement is unavailable, the Trustee will terminate the Trust.
+
+The rights of the Shareholders generally must be exercised by DTC Participants acting on their behalf in accordance with the rules and procedures of DTC. Because the Shares can only be held in book-entry form through DTC and DTC Participants, investors must rely on DTC, DTC Participants and any other financial intermediary through which they hold the Shares to receive the benefits and exercise the rights described in this section. Investors should consult with their broker or financial institution to find out about procedures and requirements for securities held in book-entry form through DTC.
+
+Share Splits
+
+If the Sponsor believes that the per Share price in the secondary market for Shares has fallen outside a desirable trading price range, the Sponsor may direct the Trustee to declare a split or reverse split in the number of Shares outstanding and to make a corresponding change in the number of Shares constituting a Share Basket.
+
+Books and Records
+
+The Trustee will keep proper books of record and account of the Trust at its office located in New York, New York or such office as it may subsequently designate. These books and records are open to inspection by any person who establishes to the Trustee's satisfaction that such person is a Shareholder at all reasonable times during the usual business hours of the Trustee.
+
+The Trustee will keep a copy of the Trust Agreement on file in its office which will be available for inspection on reasonable advance notice at all reasonable times during its usual business hours by any Shareholder.
+
+Statements, Filings and Reports
+
+After the end of each fiscal year, the Sponsor will cause to be prepared an annual report for the Trust containing audited financial statements. The annual report will be in such form and contain such information as will be required by applicable laws, rules and regulations and may contain such additional information which the Sponsor determines shall be included. The annual report shall be filed with the SEC and NYSE ARCA and shall be distributed to such persons and in such manner, as shall be required by applicable laws, rules and regulations.
+
+The Sponsor is responsible for the registration and qualification of the Shares under the federal securities laws and any other securities and blue-sky laws of the US or any other jurisdiction as the Sponsor may select. The Sponsor will also prepare, or cause to be prepared, and file any periodic reports or updates required under the Exchange Act. The Trustee will assist and support the Sponsor in the preparation of such reports.
+
+The accounts of the Trust will be audited, as required by law and as may be directed by the Sponsor, by independent registered public accountants designated from time to time by the Sponsor. The accountants report will be furnished by the Trustee to Shareholders upon request.
+
+The Trustee will make such elections, file such tax returns, and prepare, disseminate and file such tax reports, as it is advised to by its counsel or accountants or as required from time to time by any applicable statute, rule or regulation.
+
+Fiscal Year
+
+The fiscal year of the Trust will initially be the period ending December 31 of each year. The Sponsor may select an alternate fiscal year.
+
+Termination of the Trust
+
+The Trustee will set a date on which the Trust shall terminate and mail notice of the termination to the Shareholders at least 30 days prior to the date set for termination if any of the following occurs:
+
+The Trustee is notified that the Shares are delisted from NYSE ARCA and are not approved for listing on another national securities exchange within 20 business days of their delisting;
+
+The Fix Price is no longer calculated or available and a substitute pricing measure has not been identified within 20 business days.
+
+Shareholders acting in respect of at least 75% of the outstanding Shares notify the Trustee that they elect to terminate the Trust;
+
+60 days have elapsed since the Trustee notified the Sponsor of the Trustee's election to resign and a successor trustee has not been appointed and accepted its appointment;
+
+any sole Physical Custodian then acting resigns or is removed and no successor custodian has been employed within 60 days of such resignation or removal;
+
+the SEC determines that the Trust is an investment company under the Investment Company Act of 1940 and the Trustee has actual knowledge of such determination;
+
+the CFTC determines that the Trust is a commodity pool under the CEA and the Trustee has actual knowledge of that determination;
+
+the CFTC determines that the Trust is a commodity pool under the CEA and the Trustee has actual knowledge of that determination;
+
+the aggregate market capitalization of the Trust, based on the closing price for the Shares, was less than $[___] million (as adjusted for inflation) at any time after the first anniversary after the Trust's formation and the Trustee receives, within six months after the last of those trading days, notice from the Sponsor of its decision to terminate the Trust;
+
+the Trust fails to qualify for treatment, or ceases to be treated, for US federal income tax purposes, as a grantor trust, and the Trustee receives notice from the Sponsor that the Sponsor determines that, because of that tax treatment or change in tax treatment, termination of the Trust is advisable;
+
+60 days have elapsed since DTC ceased to act as depository with respect to the Shares and the Sponsor has not identified another depository which is willing to act in such capacity; or
+
+the Trustee elects to terminate the Trust after the Sponsor is deemed conclusively to have resigned effective immediately as a result of the Sponsor being adjudged bankrupt or insolvent, or a receiver of the Sponsor or of its property being appointed, or a trustee or liquidator or any public officer taking charge or control of the Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.
+
+On and after the date of termination of the Trust, the Shareholders will, upon (i) surrender of Shares then held, (ii) payment of the fee of the Trustee for the surrender of Shares, and (iii) payment of any applicable taxes or other governmental charges, be entitled to delivery of the amount of remaining Trust assets represented by those Shares. The Trustee shall not accept any deposits of Diamond Standard Bars and Coins after the date of termination. If any Shares remain outstanding after the date of termination, the Trustee thereafter shall discontinue the registration of transfers of Shares, shall not make any distributions to Shareholders, and shall not give any further notices or perform any further acts under the Trust Agreement, except that the Trustee will continue to collect distributions pertaining to Trust assets and hold the same uninvested and without liability for interest, pay the Trust's expenses and sell Diamond Standard Bars and Coins as necessary to meet those expenses and will continue to deliver Trust assets, together with any distributions received with respect thereto and the net proceeds of the sale of any other property, in exchange for Shares surrendered to the Trustee (after deducting or upon payment of, in each case, the fee of the Trustee for the surrender of Shares, any expenses for the account of the Shareholders in accordance with the terms and conditions of the Trust Agreement, and any applicable taxes or other governmental charges).
+
+At any time after the expiration of 90 days following the date of termination of the Trust, the Trustee shall sell the Trust assets then held under the Trust Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by the Trustee under the Trust Agreement, without liability for interest, for the pro rata benefit of the Shareholders that have not theretofore surrendered their Shares. After making such sale, the Trustee shall be discharged from all obligations under the Trust Agreement, except to account for such net proceeds and other cash (after deducting, in each case, any fees, expenses, taxes or other governmental charges payable by the Trust, the fee of the Trustee for the surrender of Shares and any expenses for the account of the Shareholders in accordance with the terms and conditions of the Trust Agreement, and any applicable taxes or other governmental charges). Upon the termination of the Trust, the Sponsor shall be discharged from all obligations under the Trust Agreement except for its certain obligations to the Trustee that survive termination of the Trust Agreement.
+
+Amendments
+
+The Trustee and the Sponsor may amend any provisions of the Trust Agreement without the consent of any Shareholder. Any amendment that imposes or increases any fees or charges (other than taxes and other governmental charges, registration fees or other such expenses), or that otherwise prejudices any substantial existing right of the Shareholders will not become effective as to outstanding Shares until 30 days after notice of such amendment is given to the Shareholders. Amendments to allow redemption for quantities of Diamond Standard Bars and Coins smaller or larger than a Share Basket or to allow for the sale of Diamond Standard Bars and Coins to pay cash proceeds upon redemption shall not require notice pursuant to the preceding sentence. Every Shareholder, at the time any amendment so becomes effective, shall be deemed, by continuing to hold any Shares or an interest therein, to consent and agree to such amendment and to be bound by the Trust Agreement as amended thereby. In no event shall any amendment impair the right of the Shareholder to surrender Share Baskets and receive therefor the amount of Trust assets represented thereby, except in order to comply with mandatory provisions of applicable law.
+
+Governing Law; Consent to New York Jurisdiction
+
+The Trust Agreement, and the rights of the Sponsor, the Trustee, DTC (as registered owner of the Trust's global certificates for Shares) and the Shareholders under the Trust Agreement, are governed by the laws of the State of New York. The Sponsor, the Trustee and DTC and, by accepting Shares, each DTC Participant and each Shareholder, consents to the jurisdiction of the courts of the State of New York and any federal courts located in the borough of Manhattan in New York City. Such consent is not required for any person to assert a claim of New York jurisdiction over the Sponsor or the Trustee.
+
+ 
+
+UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
+
+The following is a discussion of certain material US federal income tax consequences that generally will apply to the purchase, ownership and disposition of Shares by a US Shareholder (as defined below), and certain US federal income tax consequences that may apply to an investment in Shares by a Non- US Shareholder (as defined below). The discussion below is based on the Code, Treasury Regulations promulgated under the Code and judicial and administrative interpretations of the Code, all as in effect on the date of this prospectus and all of which are subject to change either prospectively or retroactively. The tax treatment of Shareholders may vary depending upon their own particular circumstances. Certain Shareholders (including broker-dealers, traders, banks and other financial institutions, insurance companies, real estate investment trusts, tax-exempt entities, Shareholders whose functional currency is not the US dollar or other investors with special circumstances) may be subject to special rules not discussed below. In addition, the following discussion applies only to investors who will hold Shares as "capital assets" within the meaning of Code section 1221 and not as part of a straddle, hedging transaction or a conversion or constructive sale transaction. Moreover, the discussion below does not address the effect of any state, local or foreign tax law or any transfer tax on an owner of Shares. Purchasers of Shares are urged to consult their own tax advisors with respect to all federal, state, local and foreign tax law or any transfer tax considerations potentially applicable to their investment in Shares.
+
+For purposes of this discussion, a "US Shareholder" is a Shareholder that is:
+
+An individual who is treated as a citizen or resident of the United States for US federal income tax purposes;
+
+A corporation (or other entity treated as a corporation for US federal tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof;
+
+An estate, the income of which is includible in gross income for US federal income tax purposes regardless of its source; or
+
+A trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust.
+
+A Shareholder that is not a US Shareholder as defined above (other than a partnership, or an entity treated as a partnership for US federal tax purposes) generally is considered a "Non-US Shareholder" for purposes of this discussion. For US federal income tax purposes, the treatment of any beneficial owner of an interest in a partnership, including any entity treated as a partnership for US federal income tax purposes, will generally depend upon the status of the partner and upon the activities of the partnership. Partnerships and partners in partnerships should consult their tax advisors about the US federal income tax consequences of purchasing, owning and disposing of Shares.
+
+Taxation of the Trust
+
+It is expected that the Trust will be classified as a "grantor trust" for US federal income tax purposes and the remainder of this discussion assumes that the Trust will be so classified. Assuming the Trust is so classified, the Trust itself will not be subject to US federal income tax. Instead, the Trust's income and expenses will "flow through" to the Shareholders, and the Trustee will report the Trust's income, gains, losses and deductions to the Internal Revenue Service (the "IRS") on that basis.
+
+Taxation of US Shareholders
+
+Shareholders generally will be treated, for US federal income tax purposes, as if they directly owned a pro rata share of the underlying assets held in the Trust. Shareholders also will be treated as if they directly received their respective pro rata shares of the Trust's income, if any, and as if they directly incurred their respective pro rata shares of the Trust's expenses. In the case of a Shareholder that purchases Shares for cash, its initial tax basis in its pro rata share of the assets held in the Trust at the time it acquires its Shares will be equal to its cost of acquiring the Shares. In the case of a Shareholder that acquires its Shares as part of a creation, the delivery of Diamond Standard Bars and Coins to the Trust in exchange for the underlying Diamond Standard Bars and Coins represented by the Shares will not be a taxable event to the Shareholder, and the Shareholder's tax basis and holding period for the Shareholder's pro rata share of the Diamond Standard Bars and Coins held in the Trust will be the same as its tax basis and holding period for the Diamond Standard Bars and Coins delivered in exchange therefor (except to the extent of any cash contributed for such Shares). For purposes of this discussion, it is assumed that all of a Shareholder's Shares are acquired on the same date and at the same price per Share. Shareholders that hold multiple lots of Shares, or that are contemplating acquiring multiple lots of Shares, should consult their tax advisors as to the determination of the tax basis and holding period for the underlying Diamond Standard Bars and Coins related to such Shares.
+
+When the Trust sells or transfers Diamond Standard Bars and Coins, for example to pay expenses, a Shareholder generally will recognize gain or loss in an amount equal to the difference between (1) the Shareholder's pro rata share of the amount realized by the Trust upon the sale or transfer and (2) the Shareholder's tax basis for its pro rata share of the Diamond Standard Bars and Coins that was sold or transferred, which gain or loss will generally be long-term or short-term capital gain or loss, depending upon whether the Shareholder has a holding period in its Shares of longer than one year. A Shareholder's tax basis for its share of any Diamond Standard Bars and Coins sold by the Trust generally will be determined by multiplying the Shareholder's total basis for its share of all of the Diamond Standard Bars and Coins held in the Trust immediately prior to the sale, by a fraction the numerator of which is the number of Diamond Standard Bars and Coins sold, and the denominator of which is the total amount of the Diamond Standard Bars and Coins held in the Trust immediately prior to the sale. After any such sale, a Shareholder's tax basis for its pro rata share of the Diamond Standard Bars and Coins remaining in the Trust will be equal to its tax basis for its share of the total amount of the Diamond Standard Bars and Coins held in the Trust immediately prior to the sale, less the portion of such basis allocable to its share of the Diamond Standard Bars and Coins that was sold.
+
+Upon a Shareholder's sale of some or all of its Shares, the Shareholder will be treated as having sold the portion of its pro rata share of the Diamond Standard Bars and Coins held in the Trust at the time of the sale that is attributable to the Shares sold. Accordingly, the Shareholder generally will recognize gain or loss on the sale in an amount equal to the difference between (1) the amount realized pursuant to the sale of the Shares, and (2) the Shareholder's tax basis for the portion of its pro rata share of the Diamond Standard Bars and Coins held in the Trust at the time of sale that is attributable to the Shares sold, as determined in the manner described in the preceding paragraph.
+
+A redemption of some or all of a Shareholder's Shares in exchange for the underlying Diamond Standard Bars and Coins represented by the Shares redeemed generally will not be a taxable event to the Shareholder. The Shareholder's tax basis for the Diamond Standard Bars and Coins received in the redemption generally will be the same as the Shareholder's tax basis for the portion of its pro rata share of the Diamond Standard Bars and Coins held in the Trust immediately prior to the redemption that is attributable to the Shares redeemed. The Shareholder's holding period with respect to the Diamond Standard Bars and Coins received should include the period during which the Shareholder held the Shares redeemed. A subsequent sale of the Diamond Standard Bars and Coins received by the Shareholder will be a taxable event.
+
+After any sale or redemption of less than all of a Shareholder's Shares, the Shareholder's tax basis for its pro rata share of the Diamond Standard Bars and Coins held in the Trust immediately after such sale or redemption generally will be equal to its tax basis for its share of the total amount of the Diamond Standard Bars and Coins held in the Trust immediately prior to the sale or redemption, less the portion of such basis which is taken into account in determining the amount of gain or loss recognized by the Shareholder upon such sale or, in the case of a redemption, which is treated as the basis of the Diamond Standard Bars and Coins received by the Shareholder in the redemption.
+
+Maximum 28% Long-Term Capital Gains Tax Rate for US Shareholders who are Individuals
+
+Under current law, gains recognized by individuals from the sale of "collectibles," including Diamond Standard Bars and Coins, held for more than one year are taxed at a maximum federal income tax rate of 28%, rather than the 15% or 20% rate (depending on whether the individual's income exceeds certain threshold amounts) applicable to most other long-term capital gains. For these purposes, gain recognized by an individual upon the sale of an interest in a trust that holds collectibles is treated as gain recognized on the sale of collectibles, to the extent that the gain is attributable to unrealized appreciation in value of the collectibles held by the trust. Therefore, any gain recognized by an individual US Shareholder attributable to a sale of Shares held for more than one year, or attributable to the Trust's sale of any Diamond Standard Bars and Coins which the Shareholder is treated (through its ownership of Shares) as having held for more than one year, generally will be taxed at a maximum rate of 28%. The tax rates for capital gains recognized upon the sale of assets held by an individual US Shareholder for one year or less or by a taxpayer other than an individual US taxpayer are generally the same as those at which ordinary income is taxed.
+
+Medicare Tax
+
+An additional 3.8% Medicare tax will be imposed on certain net investment income of U.S. individuals, estates and trusts to the extent that such person's "modified adjusted gross income" (in the case of an individual) or "adjusted gross income" (in the case of an estate or trust) exceeds certain threshold amounts. Shareholders should consult their own tax advisers regarding the effect, if any, this provision may have on their investment in Shares.
+
+Brokerage Fees and Trust Expenses
+
+Any brokerage or other Transaction Fee incurred by a Shareholder in purchasing Shares will be treated as part of the Shareholder's tax basis in the underlying assets of the Trust. Similarly, any brokerage fee incurred by a Shareholder in selling Shares will reduce the amount realized by the Shareholder with respect to the sale.
+
+Shareholders will be required to recognize gain or loss upon a sale of Diamond Standard Bars and Coins by the Trust (as discussed above), even though some or all of the proceeds of such sale are used by the Trustee to pay Trust expenses. Shareholders may deduct their respective pro rata shares of each expense incurred by the Trust to the same extent as if they directly incurred the expense. Shareholders who are individuals, estates or trusts, however, may be required to treat some or all of the expenses of the Trust, to the extent that such expenses may be deducted, as miscellaneous itemized deductions. Individuals may deduct certain miscellaneous itemized deductions only to the extent they exceed 2% of adjusted gross income. In addition, such deductions may be subject to further limitations under applicable provisions of the Code and may not be deductible at all for alternative minimum tax purposes.
+
+Investment by Regulated Investment Companies
+
+An investment in Shares may be considered an investment in the underlying Diamond Standard Bars and Coins for purposes of the asset and income tests that must be satisfied by mutual funds and other investment vehicles that are "regulated investment companies" within the meaning of Code section 851, notwithstanding that the Shares are a "security" within the meaning of the Investment Company Act of 1940. As a result, an investment in Shares may not be appropriate for investors that are regulated investment companies. Such investors should consult their own independent tax advisers regarding the extent to which an investment in Shares, to a limited extent, might nevertheless be consistent with preservation of their qualification as a "regulated investment company" under the Code.
+
+United States Information Reporting and Backup Withholding for US and Non-US Shareholders
+
+The Trustee or the appropriate broker will file certain information returns with the IRS, and provide certain tax-related information to Shareholders, in accordance with applicable Treasury Regulations. Each Shareholder will be provided with information regarding its allocable portion of the Trust's annual income (if any) and expenses.
+
+A US Shareholder may be subject to US backup withholding tax in certain circumstances unless it provides its taxpayer identification number and complies with certain certification procedures. Non-US Shareholders may have to comply with certification procedures to establish that they are not a US person in order to avoid the information reporting and backup withholding tax requirements.
+
+The amount of any backup withholding will be allowed as a credit against a Shareholder's US federal income tax liability and may entitle such a Shareholder to a refund, provided that the required information is furnished to the IRS.
+
+Income Taxation of Non-US Shareholders
+
+The Trust does not expect to generate taxable income except for gain (if any) upon the sale of Diamond Standard Bars and Coins. A Non-US Shareholder generally will not be subject to US federal income tax with respect to gain recognized upon the sale or other disposition of Shares, or upon the sale of Diamond Standard Bars and Coins by the Trust, unless (1) the Non-US Shareholder is an individual and is present in the United States for 183 days or more during the taxable year of the sale or other disposition, and the gain is treated as being from United States sources; or (2) the gain is effectively connected with the conduct by the Non-US Shareholder of a trade or business in the United States.
+
+Taxation in Jurisdictions other than the United States
+
+Prospective purchasers of Shares that are based in or acting out of a jurisdiction other than the United States are advised to consult their own tax advisers as to the tax consequences, under the laws of such jurisdiction (or any other jurisdiction not being the United States to which they are subject), of their purchase, holding, sale and redemption of or any other dealing in Shares and, in particular, as to whether any value added tax, other consumption tax or transfer tax is payable in relation to such purchase, holding, sale, redemption or other dealing.
+
+ 
+
+ERISA AND RELATED CONSIDERATIONS
+
+The Employee Retirement Income Security Act of 1974, as amended (ERISA), and/or Code section 4975 impose certain requirements on employee benefit plans and certain other plans and arrangements, including individual retirement accounts and annuities, Keogh plans, and certain collective investment funds or insurance company general or separate accounts in which such plans or arrangements are invested, that are subject to ERISA and/or the Code (collectively, "Plans"), and on persons who are fiduciaries with respect to the investment of assets treated as "plan assets" of a Plan. Government plans and some church plans are not subject to the fiduciary responsibility provisions of ERISA or the provisions of section 4975 of the Code but may be subject to substantially similar rules under state or other federal law.
+
+In contemplating an investment of a portion of Plan assets in Shares, the Plan fiduciary responsible for making such investment should carefully consider, taking into account the facts and circumstances of the Plan, the "Risk Factors" discussed above and whether such investment is consistent with its fiduciary responsibilities, including, but not limited to (1) whether the fiduciary has the authority to make the investment under the appropriate governing plan instrument, (2) whether the investment would constitute a direct or indirect non-exempt prohibited transaction with a party in interest, (3) the Plan's funding objectives, and (4) whether under the general fiduciary standards of investment prudence and diversification such investment is appropriate for the Plan, taking into account the overall investment policy of the Plan, the composition of the Plan's investment portfolio and the Plan's need for sufficient liquidity to pay benefits when due.
+
+It is anticipated that the Shares will constitute "publicly-held offered securities" as defined in Department of Labor Regulations 2510.3-101(b)(2). Accordingly, Shares purchased by a Plan, and not the Plan's interest in the underlying Diamond Standard Bars and Coins held in the Trust represented by the Shares, should be treated as assets of the Plan, for purposes of applying the "fiduciary responsibility" and "prohibited transaction" rules of ERISA and the Code.
+
+Investment by Certain Retirement Plans
+
+Code section 408(m) provides that the acquisition of a "collectible" by an individual retirement account ("IRA") or a participant-directed account maintained under any plan that is tax-qualified under Code section 401(a) is treated as a taxable distribution from the account to the owner of the IRA, or to the participant for whom the plan account is maintained, of an amount equal to the cost to the account of acquiring the collectible. The IRS has issued private letter rulings to the effect that a purchase of shares in a trust holding precious metals by an IRA, or by a participant-directed account under a Code section 401(a) plan, will not be treated as resulting in a taxable distribution to the IRA owner or plan participant under Code section 408(m). However, if any of the Shares so purchased are distributed from the IRA or plan account to the IRA owner or plan participant, or if any Diamond Standard Bars and Coins received by such IRA or plan account upon the redemption of any of the Shares purchased by it, the Shares or Diamond Standard Bars and Coins so distributed will be subject to federal income tax in the year of distribution, to the extent provided under the applicable provisions of Code sections 408(d), 408(m) or 402.
+
+ 
+
+PLAN OF DISTRIBUTION
+
+In addition to, and independent of the initial purchases by the Initial Purchaser (described below), the Trust will issue Shares in Share Baskets to Authorized Participants in exchange for deposits of Diamond Standard Bars and Coins on a continuous basis. The Trust will not issue fractions of a Share Basket. Because new Shares can be created and issued on an ongoing basis, at any point during the life of the Trust, a "distribution," as such term is used in the Securities Act, will be occurring. Broker-dealers and other persons are cautioned that some of their activities will result in their being deemed participants in a distribution in a manner which would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the Securities Act. For example, a broker-dealer firm or its client will be deemed a statutory underwriter if it purchases a Share Basket from the Trust, breaks the Share Basket down into the constituent Shares and sells the Shares directly to its customers; or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for the Shares. A determination of whether a particular market participant is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to designation as an underwriter.
+
+The Initial Purchaser intends to distribute the initial Share Baskets. As a result, in the context of the distribution of the initial Share Baskets, the Initial Purchaser will be deemed to be an underwriter.
+
+Investors that purchase Shares through a commission/fee-based brokerage account may pay commissions/fees charged by the brokerage account. Investors should review the terms of their brokerage accounts for details on applicable charges.
+
+Dealers that are not "underwriters" but are participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with Shares that are part of an "unsold allotment" within the meaning of Section 4(3)(C) of the Securities Act, would be unable to take advantage of the prospectus-delivery exemption provided by Section 4(3) of the Securities Act.
+
+The Sponsor intends to qualify the Shares in states selected by the Sponsor and that sales be made through broker-dealers who are members of FINRA. Investors intending to create or redeem Share Baskets through Authorized Participants in transactions not involving a broker-dealer registered in such investor's state of domicile or residence should consult their legal advisor regarding applicable broker-dealer or securities regulatory requirements under the state securities laws prior to such creation or redemption.
+
+On [____], 2020, the Initial Purchaser purchased 10,000 Shares which compose the initial Share Baskets. The Initial Purchaser intends to reoffer the initial Share Baskets at a per Share offering price that will vary, depending on, among other factors, the market price of Diamond Standard Bars and Coins and the trading price of the Shares on NYSE ARCA. The Initial Purchaser will not receive from the Trust, the Sponsor, the Trustee or any of their affiliates a fee or other compensation in connection with the sale of the Shares.
+
+The Trust will not bear any expenses in connection with the offering or sales of the initial Share Baskets.
+
+The offering of Share Baskets is being made in compliance with Conduct Rule 2310 of FINRA. Accordingly, the Initial Purchaser will not make any sales to any account over which it has discretionary authority without the prior written approval of a purchaser of Shares. Neither the Initial Purchaser nor the Authorized Participants will receive from the Trust or the Sponsor any compensation in connection with an offering or reoffering of the Shares. Accordingly, there is, and will be, no payment of underwriting compensation in connection with any such offering of Shares in excess of 10% of the gross proceeds of the offering.
+
+Pursuant to a Marketing Agent Agreement ("Agent Agreement") between ALPS Distributors, Inc. ("Marketing Agent") and the Sponsor, the Marketing Agent will be paid by the Sponsor approximately $[__] per annum, plus any fees or disbursements incurred by the Marketing Agent in connection with its assistance to the Sponsor in the marketing of the Trust and its Shares. The maximum compensation the Marketing Agent may receive under this Agent Agreement, as a result of the Trust's offering, is estimated to be $[___], which includes $[___] (fees) and $[___] (expenses). The Trust is not responsible for the payment of any amounts to the Marketing Agent. The maximum compensation that will be paid for wholesaling salaries, as a result of this offering, is estimated to be $[___]. The Sponsor is solely responsible for the payment of these salaries. Under the Agent Agreement, the Marketing Agent will provide the following services to the Sponsor:
+
+Review marketing related legal documents and contracts;
+
+Consult with the Sponsor on the development of FINRA-compliant marketing campaigns;
+
+Consult with the Trust's legal counsel on free-writing prospectus materials and disclosures in all marketing materials;
+
+Review and file with FINRA marketing materials that are not free-writing prospectus materials;
+
+Register and oversee supervisory activities of the Sponsor's FINRA-licensed personnel; and
+
+Maintain books and records related to the Marketing Agent services provided.
+
+ 
+
+The Shares are expected to trade on NYSE ARCA, subject to notice of issuance, under the symbol "DIAM."
+
+The Initial Purchaser will not act as an Authorized Participant with respect to the initial Share Baskets, and its activities with respect to the initial Share Baskets will be distinct from those of an Authorized Participant.
+
+ 
+
+LEGAL MATTERS
+
+The validity of the Shares will be passed upon for the Sponsor by [ ] New York, New York, who, as special US tax counsel to the Trust, also rendered an opinion regarding the material US federal income tax consequences relating to the Shares.
+
+ 
+
+EXPERTS
+
+The financial statement included in this prospectus has been audited by [ ], an independent registered public accounting firm, as stated in their report appearing herein. Such financial statement is included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
+
+ 
+
+WHERE YOU CAN FIND MORE INFORMATION
+
+The Sponsor has filed on behalf of the Trust a registration statement on
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001826333_poema_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001826333_poema_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0a91ce98a58de7df7702587134689a4438592656
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001826333_poema_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "amended and restated memorandum and articles of association" are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; "Companies Act" are to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time; "equity-linked securities" are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; "founder shares" are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be "public shares"); "initial shareholders" are to holders of our founder shares prior to this offering; "management" or our "management team" are to our officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); "ordinary shares" are to our Class A ordinary shares and our Class B ordinary shares; "private placement warrants" are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; "public shares" are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public shareholders" are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor's and each member of our management team's status as a "public shareholder" will only exist with respect to such public shares; "public warrants" are to warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "SPAC" are to special purpose acquisition companies; "sponsor" are to Poema Global Partners LLC, a Cayman Islands limited liability company; and "Poema Global," "we," "us," "our," "company" or "our company" are to Poema Global Holdings Corp., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General Poema Global is a newly incorporated Cayman Islands exempted company established for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue a business combination target in any business or industry, we intend to focus on rapidly growing, highly scalable companies with attractive unit economics in the technology sector that can benefit from the expertise and capabilities of our management team in order to create long-term shareholder value. Our geographic focus is global in nature, but with a particular focus on business combination targets in Europe and Asia. Our management team has a long track record of investing in and adding significant operational and strategic value to companies within these sectors and geographies. We believe that now is a particularly attractive time to pursue a business combination amidst the ongoing market volatility, business uncertainties, operational complexities and new realities presented by the current world environment, which we believe could persist for an extended period of time going forward. We believe that a public listing through a business combination will prove to be an effective way for many high-quality private companies to mitigate heightened market risks around a typical initial public offering process, as well as enabling a high level of management focus on executing business plans through these challenging times. We are affiliated with Princeville Capital, a highly active global growth-stage investment firm. Princeville Capital has a global investment team with presence across Europe, Asia and the U.S. and access to a network of technology entrepreneurs and executives built up by the team over the past 20 years. As we look to build a sustainable, long-term, multi-SPAC franchise, we believe that we will realize a strong benefit from being able to access Princeville Capital's global sourcing network, proprietary pipeline of opportunities, and investment and back office teams. Our Management Team Our management team is particularly well-positioned to take advantage of the investment opportunities in private companies emerging in global technology sectors. Our management team has a long track record in investing and operating growth-stage companies as well as sourcing, structuring and executing highly complex mergers and buyouts. In addition, through our affiliation to Princeville Capital, our management team will be supported by Princeville Capital's investment team and the broader Princeville Capital organization, benefitting from an accumulated deep global expertise and relationships built upon decades of investing, operating, capital markets advisory and consulting roles in the technology sector globally, with both public and private companies. Our management team brings together over 100 years of combined experience and consists of: Emmanuel DeSousa, Co-Chairman; Poema Global Holdings Corp. (Exact name of registrant as specified in its charter) Table of Contents Joaquin Rodriguez Torres, Co-Chairman; Homer Sun, Chief Executive Officer; and Marc Chan, President. Emmanuel DeSousa is the Co-Chairman of Poema Global and the Co-Founder of Princeville Capital. A seasoned investor with over 20 years of experience in the technology sector spanning advertising, e-commerce, marketplaces, data analytics, and software sectors across Europe, U.S. and Latin America, Mr. DeSousa is a member of the board of directors or shareholder's committee at a number of well-established, European technology companies, including Auto1 Group and Ozon. Mr. DeSousa has a proven investment and advisory track record spanning marquee global technology companies including Alibaba, eBay, Sabre, Softbank and Yandex. Prior to founding Princeville Capital, Mr. DeSousa served as the Vice-Chairman of Global Technology, Media and Telecom and the Head of Global Internet & New Media investment banking at Deutsche Bank in Silicon Valley. Prior to joining Deutsche Bank, Mr. DeSousa was the Head of the Ibero-American technology investment banking team across Europe and Latin America at Credit Suisse. He holds a B.A. with honors from McGill University, a masters of science in computer information systems from Vrije Universiteit Brussels, and an M.B.A. from The University of Chicago Booth School of Business. Mr. DeSousa is fluent in English, Portuguese and Spanish. Joaquin Rodriguez Torres is the Co-Chairman of Poema Global and the Co-Founder of Princeville Capital. An experienced corporate finance advisor and investor with over 20 years of experience in the technology sectors across Asia, U.S. and Europe. Mr. Rodriguez Torres' advisory clients include leading technology companies, such as Alibaba, Cisco Systems, MercadoLibre, NXP Semiconductors, TAL Education, Tencent and Xiaomi, among others. He has advised in many award-winning transactions throughout his career, as well as on SPAC IPOs and successful subsequent mergers. Currently, he is a member of the board of directors in a voting or an observer or advisory capacity at several technology companies, including Cue & Co., Doctor on Demand, Hipac, Remitly and Versa Networks. Mr. Rodriguez Torres was formerly a managing director at Deutsche Bank in Silicon Valley and Asia for 11 years, holding various leadership roles, including the Head of Technology, Media and Telecom in Asia and a member of the Corporate Finance Advisory Board. Prior to moving to Asia in 2008, he spent eight years in Silicon Valley at Deutsche Bank and Lehman Brothers, advising leading technology companies. Throughout his career, Mr. Rodriguez Torres has executed over 120 corporate finance transactions globally with an aggregate value of more than $125 billion, including raising more than $30 billion in 25 global IPOs. Prior to moving to the U.S. in 1998, Mr. Rodriguez Torres founded and led multiple tech start-ups in Latin America. He holds a B.S. with honors from Universidad Catolica Argentina and an M.B.A. with honors from the University of Virginia Darden School of Business. He is also currently the vice-chairman of the Global Advisory Council at the University of Virginia Darden School of Business. Mr. Rodriguez Torres is fluent in English, Spanish and Portuguese. Homer Sun is the Chief Executive Officer of Poema Global. Mr. Sun is a seasoned private equity investor and M&A practitioner with over 20 years of experience. Mr. Sun was formerly the Chief Investment Officer of Morgan Stanley Private Equity ("MSPE") Asia, a Managing Director at Morgan Stanley and a member of the Firm's Global Private Credit & Equity Executive Committee. While leading MSPE Asia over 14 years, Mr. Sun managed and fully invested three Pan-Asian funds totaling $3.7 billion of capital deployed across approximately 60 buyout and growth investments. Mr. Sun's private equity investing led to Asian Venture Capital Journal naming him "China Private Equity Professional of the Year". Prior to MSPE Asia, Mr. Sun spent 10 years as an M&A banker at Morgan Stanley Investment Banking Division and as an M&A lawyer at Simpson Thacher & Bartlett. During the course of his career, Mr. Sun has negotiated, structured and led dozens of merger, acquisition and divestiture Cayman Islands (State or other jurisdiction of incorporation or organization) 6770 (Primary Standard Industrial Classification Code Number) 98-1561530 (I.R.S. Employer Identification Number) 101 Natoma St., 2F San Francisco, CA 94105 United States of America +1 415 432 8880 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents transactions around the world. These M&A transactions have involved both public and private company deal processes and have primarily been cross-border in nature. Mr. Sun holds a B.S.E. (Chemical Engineering), magna cum laude, from the University of Michigan and a Juris Doctor, cum laude, from the University of Michigan Law School. Mr. Sun is fluent in English and Mandarin. Marc Chan is the President of Poema Global. Mr. Chan is a serial entrepreneur, manager and investor with over 35 years of experience. Currently, he serves as the Executive Director of Amprion Inc., where he is actively involved in technology and product roadmaps, services positioning, market strategies and key management hiring. In 2000, he co-founded the networking equipment provider Harbour Networks, which was acquired by a large strategic investor. Prior to Harbour Networks, he founded Huacomm, a telecom and networks system integration firm in 1997 and continues to serve as an Executive Director where he is involved with business operations as well as marketing and distribution channel strategies. In addition, Mr. Chan serves as an advisor to several global private equity funds, including the Limited Partner Advisory Committee of Princeville Capital. He has 20 years of investment experience across numerous firms as a lead and core strategic advisor, including ArcSoft Inc. (SHA: 688088, Internet & Software) and OM Holdings Ltd. (ASX: OMH, Advanced Materials). As an experienced operator, Mr. Chan has held various management positions, including the Strategic Marketing Manager for Motorola Semiconductors Asia Pacific, where he was responsible for product pipeline, market strategy and development, major client relationships and strategic technology cooperation programs for the Asia Pacific region. Mr. Chan also served as a Sales and Marketing Manager for the Greater China region at Texas Instruments, where he was responsible for accounts and distribution channel development. Prior to re-locating to Asia from Canada, Mr. Chan worked as a System Design Manager at Motorola Communications Canada, as well as Canadian National Railways, where he was responsible for implementation of supply contracts for major Canadian Government IT and Defense programs. Mr. Chan holds a Bachelor's Degree of Applied Sciences (Electrical & Electronic Engineering) from the University of Western Ontario. Mr. Chan is fluent in English, Mandarin, Cantonese and Malay. Our management team's efforts to seek a suitable business combination target will be complemented and augmented by the expertise and network of relationships of our independent directors. We believe that our access to and affiliation with our independent directors represents a competitive advantage. We also believe that our management team's expertise will be augmented by the other members of our board of directors, which will provide extensive experience in business and financial matters. Our Relationship with Princeville Capital Princeville Capital, an investment firm founded in 2016, has over $1.0 billion of capital under management. With offices in San Francisco, Hong Kong and Berlin, Princeville Capital currently has thirteen active portfolio companies, several of which are on a path to exit over the next twelve to eighteen months. The Princeville Capital executive team has extensive investment and advisory experience gained across over 40 technology IPOs and over 180 corporate finance transactions over the last 20 years. Princeville Capital focuses on investing in growth-stage private companies in the e-commerce, eHealth, SaaS, marketplaces, cloud, big data, fintech and climate sectors, which are typically three to five years from being ready for an IPO. One of the unique attributes of the firm is its global focus, which allows it to source and evaluate hundreds of investment opportunities in Europe, Asia and the U.S. We believe that we will realize a strong benefit from being able to access Princeville Capital's global sourcing network, its proprietary pipeline of opportunities, and its investment and back office teams. Joaquin Rodriguez Torres c/o Princeville Capital 101 Natoma St., 2F San Francisco, CA 94105 United States of America +1 415 432 8880 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Investment Philosophy Princeville Capital invests in technology market leaders around the world and focuses on companies in the growth stage of development prior to going public. Princeville Capital seeks fast-growing companies with proven business models, meaningful commercial traction and a strong potential to become leaders in their target markets, as well as to help companies prepare for an eventual listing. Princeville Capital invests in private companies that it expects to be ready for a listing in three to five years. By applying its decades of experience in the technology sector, global network of relationships and capital markets expertise, Princeville Capital helps entrepreneurs strategically, benchmark and get inspiration from similar business models of other global players. Princeville Capital also helps portfolio companies expand their businesses to new international markets by bringing insights, experience in operating in these markets and a network for potential partners. Finally, Princeville Capital leverages its decades of transactional experience to assist portfolio companies in M&A dialogue and additional capital raising in the private and public markets. Sourcing Capabilities In addition to the extensive industry and geographical reach of Princeville Capital's network of relationships, Princeville Capital founders have deep relationships with leading technology company founders, executives of private and public companies, venture capitalists, growth equity fund managers, investment bankers, brokers and legal professionals, which give Princeville Capital a competitive advantage in sourcing, evaluating and investing in a broad range of opportunities. Periodically and frequently, Princeville Capital conducts in-depth and thorough sector analysis to develop a view and build conviction around a specific industry vertical and relevant market-leading participants, which catalyzes its ability to source proprietary deals. In any given year, Princeville Capital identifies hundreds of potential investment opportunities, although Princeville Capital is highly selective and only invests in a handful of targets that meet its strict investment criteria and have the potential to realize an attractive risk-adjusted return. We believe that we will benefit from Princeville Capital's sourcing capabilities and investment discipline, which will result in opportunities for the company. With respect to the above, the past performance of our management team, Princeville Capital or their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team's performance as indicative of our future performance. None of the members of our management team has any past experience with operating or managing any blank check companies or special purpose acquisition companies. See "Risk Factors Past performance of our management team, Princeville Capital or their respective affiliates may not be indicative of future performance of an investment in us." Our Business Strategy Our business strategy aims to identify and complete one or multiple business combinations with targets located anywhere globally, with the goal of creating long-term value for our shareholders in public markets. We believe that we have a proven, well-differentiated approach across four discrete steps of the investment process. Source. We seek suitable investment opportunities around the world, with a particular focus on Europe and Asia. In our efforts to source differentiated investment opportunities, we will be supported by Princeville Capital. Furthermore, we will have access to a global network and relationships built from decades of technology industry experience with entrepreneurs, investors Copies: Christian O. Nagler, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 Steve Lin, Esq. Benjamin W. James, Esq. Kirkland & Ellis International LLP c/o 26th Floor, Gloucester Tower, The Landmark 15 Queen's Road Central Hong Kong +852 3761-3300 Derek J. Dostal Deanna L. Kirkpatrick Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450- 4000 Table of Contents and other market participants. We believe that our expertise and resources provide us with a differentiated, proprietary pipeline of business combination opportunities. Evaluate. We follow a time-tested deal evaluation process to conduct thorough due diligence review and drive towards an investment decision that maximizes long-term shareholder value. We will utilize a wealth of primary and third-party financial and operating data to conduct a thorough analysis and in-depth fundamental due diligence and build self-developed forecasts. Our valuation analysis follows a stringent and rigorous evaluation process, anchored on through-the-cycle valuation metrics. Furthermore, we intend to leverage our access to an extensive network of entrepreneurs, investors and other market participants around the world that often equips us to evaluate a broader range of peer companies in a given sub-vertical, which enables us to make better investment decisions. Negotiate. We have deep expertise in leading, negotiating and structuring large and complex transactions through our prior experience across private equity, venture capital, investment banking and law. Our management team has demonstrated the ability to negotiate large and complex deals with a differentiated approach to transaction structuring for our company. Collectively, our management team has completed more than 50 IPOs with a cumulative equity value of approximately $65 billion, equipping us to negotiate long-term value for our shareholders. Add Value. Our management team has cultivated a strong understanding of key value levers across multiple market cycles, as well as deep strategic and operational domain expertise across multiple technology sector sub-verticals. Our partnership approach focuses on working with target companies' existing management to seek ways to improve strategic positioning and operational performance, resulting in enhanced growth and profitability. We also have vast experience guiding companies on their transparency, governance and public investor communication. Market Opportunity We believe that there has never been a better opportunity to invest in the technology sector. Historically, the technology sector was associated with companies providing a specific technology such as computing, storage, networking, communications or packaged software to facilitate a traditional business to become more efficient for both consumers and enterprises. Over the last two decades, the technology sector has evolved and is now dominated by companies using technology-enabled business models to operate in traditional industries. These companies have now reached a tipping point and are rapidly penetrating and taking market share from traditional incumbent players in several large and established industries. As a result of this increasing penetration of large and established industries, today's technology companies have significantly more scale and their target markets are large and offer them the opportunity to grow at a very high rate if the company is successful at gaining one of the top competitive positions in these markets. For example, the retail industry is being rapidly disrupted by e-commerce enabling not only pure e-commerce platforms but also a whole range of adjacent parts of the ecosystem, such as marketplaces, social e-commerce, e-commerce enablers, delivery and logistics, e-commerce software and several others, each of which are multi-billion dollar markets with hyper-growth potential. Similar disruption is happening in financial services where key verticals such as payments, global remittances, consumer and asset-based lending, insurance, retail banking and others are all being disrupted by new technology-enabled business models. Digitalization is also reshaping how enterprises are run, driving organizational transformation through integration of SaaS, clouds, blockchain and other advanced technologies to maximize efficiency. Healthcare services, entertainment, transportation, education and real estate sectors are also undergoing a considerable digital disruption and we believe that there are a number of Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. Table of Contents industries that are yet to experience such disruption, such as the energy industry with distributed energy generation, virtual power plants, energy efficiency, smart micro grids and others at the cusp of becoming mainstream. All of these models are being supported by the emergence of fundamental technologies, such as artificial intelligence, data analytics, light-code/no-code models and code sharing, vision recognition, augmented and virtual reality, machine learning, and cloud infrastructure and communication infrastructure. Another new paradigm that has emerged is that innovation is no longer limited to a single country, state or valley but is much more globally dispersed, allowing technology companies located in multiple countries to become global leaders. Furthermore, while some industries have already undergone noticeable shifts towards technology-enabled business models in some countries or regions, the same shift may be still underway or yet to come in other countries or regions. A good example of this is e-commerce, as the penetration of retail sales is high in some countries, such as the U.S. and China, but is still low in Latin America, Southeast Asia and Russia. As a result, there is a great opportunity to invest in proven technology companies globally and in Europe and Asia particularly. We believe that the acceleration of technology-enabled business models has been driven by the change in preferences and behavior of both consumers and enterprises. We witness fundamental changes in consumers' preferences towards faster, more convenient products and services with which customers can interface anywhere and anytime using their mobile devices. Meanwhile, there is a generational change in software landscape, where bulky enterprise software is disrupted and replaced by consumer-like cloud apps. Enterprise digitalization tools, such as SaaS, have tremendously helped enterprises streamline and optimize their operations and increase their competitiveness and efficiency in an increasingly digitalized world. The recent global pandemic has accelerated and cemented some of these behavioral changes and has set new norms for traditional businesses that are fundamentally different from the pre-pandemic norms. Examples of these are virtual healthcare, digital remittances, online education, software defined networking and security and remote working. All of these will provide further growth acceleration to the already high growth technology sector. Not all technology companies are good investments or viable candidates to be publicly listed in the U.S. While often companies aggressively pursue market share expansion and "land grab" strategies, we believe that companies that are able to grow while at the same time develop lasting moats, achieve positive unit economics, make efficient use of capital and scale without endless cash needs are the most attractive targets. The SPAC structure addresses a number of limitations of other ways for a company to attract capital. The traditional IPO process is mostly suited for companies with easily understood businesses, readily accessible and benchmarked financial and operating metrics and a clear set of comparable companies. Also, the traditional IPO process is most efficient in stable market environments. When companies lack some of the characteristics above, the price discovery process often results in a significant price increase on the first days of trading and high dilution for the company, given the limited availability of information, especially forward-looking information. While the private markets have boomed over the last several years and venture funding has reached new highs, for companies that are ready to go public, venture funding often comes with a higher return requirement and therefore lower valuations for the company as compared to the valuation such company would get as a public company. We believe that the SPAC structure enables us and our sponsor to conduct a more robust price discovery process where the anchor investors participate in setting the right price, as well as allowing for a more thorough and complete due diligence process. This is particularly true when foreign companies are seeking to list in the U.S. via the traditional IPO process, which makes price discovery and due diligence even more complicated. In volatile market cycles, when valuations fluctuate based on market sentiment and macro news, we believe that properly executed and sponsored SPAC deals could result in more sustainable aftermarket performance and more alignment between companies, sponsors and public investors. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2) 28,750,000 units $10.00 $287,500,000 $31,366.25 Class A ordinary shares included as part of the units(3) 28,750,000 shares (4) Redeemable warrants included as part of the units(3) 14,375,000 warrants (4) Total $287,500,000 $31,366.25 (1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. (2)Includes 3,750,000 units, consisting of 3,750,000 Class A ordinary shares and 1,875,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3)Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions. (4)No fee pursuant to Rule 457(g). Table of Contents We believe there is a great opportunity for a technology sector focused SPAC across Europe, Asia and the U.S. Business Combination Criteria Consistent with our strategy, we will seek to identify companies that have compelling growth potential and expect to benefit from being publicly traded and having access to the public capital markets. Although we may pursue companies based on other criteria we deem attractive, we intend to acquire companies or assets that we believe have the following attributes: Large Underpenetrated Markets, Particularly in Europe and Asia: We will actively look for suitable investment opportunities with a global orientation. However, we believe there may be particularly attractive opportunities in the European and Asian technology sector. These market segments have a sufficient size and offer strong long-term growth prospects, resulting in an attractive risk-return profile. Furthermore, we actively seek global companies that will be a good fit for U.S. public listing. Proven Monetization and Attractive Unit Economics with High Operating Leverage. We will focus on companies that have sustainable financial scale, established business models and proven unit economics, all of which provide a higher degree of predictability in their future performance. We will also seek to identify businesses with differentiated products & services based on evaluation of key financial and operational drivers. Some of the key metrics we seek in suitable targets include: attractive revenue growth rates, high proportion of recurring revenue, strong revenue retention rates, low churn, sustainable gross margins, attractive unit economics and returns on customer acquisition spend, low capital intensity and high returns on investment. World-class Management Teams. We seek companies with already established, creative and ambitious management teams that have a successful track record and the ability to be executives of a U.S. publicly listed company. We intend to help the management teams execute their vision, leveraging our extensive experience in technology companies. We will invest significant amount of time assessing leadership quality and evaluating areas of improvement over time to provide a structured and disciplined approach to execution. Proven Technology and Market Adoption. We intend to invest in companies with established, market-tested products and services offerings. Our management team will rigorously assess the technology assets of our potential targets to minimize the inherent and residual technology risks. Furthermore, we believe that proven, healthy historical revenue trends and commercial traction with key customers are important mitigants for technology and market adoption risk. Compelling Growth Prospects and Ability to Scale. We will seek to invest in companies with strong growth potential and an established market and product position to disproportionately benefit from wider market movements. We intend to identify business models that are able to enhance top-line growth and generate additional revenue streams, while requiring minimal capital intensity. Attractive Valuation Based on Core Operational and Financial Metrics as well as Historical Benchmarks. We intend to look at valuation metrics based on core operational and financial metrics that are benchmarked against "through-the-cycle" performance. We seek to back and partner with management teams that will have a significant level of long-term alignment with public shareholders and us through their maintaining significant economic interests post acquisition. As such, we expect that the management shareholders with whom we partner will value our contributions to the long-term success of the business rather than valuation as the sole consideration for a business combination. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents These attributes are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that from time to time our management may deem relevant, and we may decide to consummate our initial business combination with a target business that does not meet these criteria and guidelines. Our Acquisition Process In evaluating a prospective target business, we will conduct a thorough due diligence review, which may encompass, among other things, meetings with management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information that will be made available to us. Additionally, members of our management team have significant executive management and public company experience, and accordingly have developed a deep network of contacts and relationships that will provide us with an important source of acquisition opportunities. In addition, we anticipate that opportunities will be brought to our attention by various unaffiliated sources, including investment banks, private equity groups, consultants, accounting firms and other investment market participants. We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent valuation, appraisal or accounting firm, that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Members of our management team may, directly or indirectly, own founder shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Princeville Capital is from time to time made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with any business combination target. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Our officers and directors have, or may in the future have, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. For more information on the entities to which our officers and directors currently have fiduciary or contractual Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED , 2021 PRELIMINARY PROSPECTUS Poema Global Holdings Corp. $250,000,000 25,000,000 Units Table of Contents obligations, please refer to "Management Conflicts of Interest." Our amended and restated memorandum and articles of association will provide that, to the fullest extent permitted by applicable law: (i) no individual serving as an officer or a director shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Corporate Information Our executive offices are located at 101 Natoma St., 2F, San Francisco, CA 94105, and our telephone number is +1 415 432 8880. We maintain a corporate website at www.poema-global.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, Poema Global Holdings Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Poema Global Partners LLC, has agreed to purchase 7,500,000 warrants (or 8,250,000 warrants if the underwriters' over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, in a private placement to occur concurrently with the closing of this offering. Our initial shareholders currently own 7,187,500 Class B ordinary shares, up to 937,500 of which are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Currently, there is no public market for our securities. We intend to apply to have our units listed on the Nasdaq Capital Market ("Nasdaq") under the symbol "PPGHU." We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on Nasdaq under the symbols "PPGH" and "PPGHW," respectively, on the 52nd day following the date of this prospectus unless the underwriters permit earlier separate trading and we have satisfied certain conditions. We are an "emerging growth company" and a "smaller reporting company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Table of Contents which means the market value of our Class A ordinary shares that is held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to "emerging growth company" will have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30 and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our Class A ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 35 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled "Risk Factors" of this prospectus. Securities offered 25,000,000 units (or 28,750,000 units if the underwriters' over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-half of one redeemable warrant. Proposed Nasdaq symbols Units: "PPGHU" Class A ordinary shares: "PPGH" Warrants: "PPGHW" Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus, unless Citigroup and UBS Investment Bank inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after the completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K that includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters' over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters' over-allotment option. Units: Number outstanding before this offering 0 Per Unit Total Public offering price $10.00 $250,000,000 Underwriting discounts and commissions(1) $0.55 $13,750,000 Proceeds, before expenses, to us $9.45 $236,250,000 (1)Includes $0.35 per unit, or $8,750,000 (or up to $10,062,500 if the underwriters' option to purchase additional units is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on the completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of Class A ordinary shares sold as part of the units in this offering, as described in this prospectus. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See "Underwriting" for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250 million, or $287.5 million if the underwriters' option to purchase additional units is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.-based trust account at JP Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. (1)Assumes no exercise of the underwriters' over-allotment option. (2)Founder shares are currently classified as Class B ordinary shares, which will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption "Founder shares conversion and anti-dilution rights" and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. (3)Includes 937,500 founder shares that are subject to forfeiture. (4)Includes 25,000,000 public shares and 6,250,000 founder shares, assuming 937,500 founder shares have been forfeited. Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies that contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon the completion of our initial business combination, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds Book-Running Managers Citigroup UBS Investment Bank Table of Contents from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to "Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00" and "Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00" will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption "Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00" will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under "Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00"). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause Table of Contents the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement, provided that, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a "covered security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days' prior written notice of redemption, which we refer to as the "30-day redemption period"; and if, and only if, the last reported sale price (the "closing price") of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities Warrants Public Shareholders' Warrants Anti-Dilution Adjustments") for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. Table of Contents We will not redeem the warrants as described above unless we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at a price of $0.10 per warrant upon a minimum of 30 days' prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under "Description of Securities Warrants Public Shareholders' Warrants" based on the redemption date and the "fair market value" of our Class A ordinary shares (as defined below) except as otherwise described in "Description of Securities Warrants Public Shareholders' Warrants"; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities Warrants Public Shareholders' Warrants Anti-dilution Adjustments") for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities Warrants Public Shareholders' Warrants Anti-dilution Adjustments"), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. Table of Contents The "fair market value" of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled "Description of Securities Warrants Public Shareholders' Warrants" for additional information. Founder shares On September 30, 2020, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in consideration of 7,187,500 Class B ordinary shares, par value $0.0001. On December 14, 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. These 100,000 shares will not be subject to forfeiture in the event the underwriters' over-allotment option is not exercised. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization, a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 937,500 founder shares are subject to forfeiture, depending on the extent to which the underwriters' over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share; Table of Contents the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any extended time in which we have to consummate a business combination beyond the aforementioned period as a result of a shareholder vote to amend our amended and restated memorandum and articles of association (an "Extension Period"), or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. In such case, our initial shareholders have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to the founder shares, we would need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption "Founder shares conversion and anti-dilution rights" and in our amended and restated memorandum and articles of association; and Table of Contents the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of this offering, plus (ii) the total number of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans, unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Table of Contents Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting, which shall include the affirmative vote of a simple majority of our Class B ordinary shares. Additionally, in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 7,500,000 private placement warrants (or 8,250,000 private placement warrants if the underwriters' over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant ($7,500,000 in the aggregate or $8,250,000 if the underwriters' over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under "Description of Securities Warrants Public Shareholders' Warrants Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00") and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see "Description of Securities Warrants Private Placement Warrants"). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Table of Contents PRINCIPAL SHAREHOLDERS The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this prospectus, as adjusted to reflect the sale of our Class A ordinary shares included in the units offered by this prospectus and assuming no purchase of units in this offering, by: each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; each of our officers and directors that beneficially owns ordinary shares; and all our officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this prospectus. On September 30, 2020, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in consideration of 7,187,500 Class B ordinary shares, par value $0.0001. On December 14, 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. These 100,000 shares will not be subject to forfeiture in the event the underwriters' over-allotment option is not exercised. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The post-offering percentages in the following table assume that the underwriters do not exercise their over-allotment option and that there are 31,250,000 ordinary shares issued and outstanding after this offering. Approximate Percentage of Issued and Outstanding Ordinary Shares Number of Shares Beneficially Owned(2) Name and Address of Beneficial Owner(1) Before Offering After Offering(2) Poema Global Partners LLC (our sponsor)(3) 7,087,500 98.6 % 19.7 % Emmanuel DeSousa(4) 7,087,500 98.6 % 19.7 % Joaquin Rodriguez Torres(4) 7,087,500 98.6 % 19.7 % Homer Sun(4) 7,087,500 98.6 % 19.7 % Marc Chan(4) 7,087,500 98.6 % 19.7 % Teresa Barger 25,000 * * Richard Hart 25,000 * * Christina Kosmowski 25,000 * * Gary Wojtaszek 25,000 * * All officers and directors as a group (eight individuals) 7,187,500 100 % Table of Contents Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under "Principal Shareholders Transfers of Founder Shares and Private Placement Warrants." Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under "Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00," they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the "Sponsor fair market value" (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The "Sponsor fair market value" shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in the trust account Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriters' over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $8,750,000 (or $10,062,500 if the underwriters' over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of Table of Contents our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.3% per year, we estimate the interest earned on the trust account will be approximately $750,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in non-reimbursed expenses relating to this offering; and any loans or additional investments from our sponsor, its affiliates or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have Table of Contents any claim on the proceeds held in the trust account unless such proceeds are released to us upon the completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, officers, directors, advisors or their affiliates may purchase public shares or warrants in Table of Contents privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, officers, directors, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See "Proposed Business Effecting Our Initial Business Combination Permitted Purchases and Other Transactions with Respect to Our Securities" for a description of how our sponsor, officers, directors, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to Table of Contents maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon the completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC's "penny stock" rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working Table of Contents capital or other general corporate purposes, or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires Table of Contents the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. In such case, our initial shareholders have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to the founder shares, we would need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days' notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Table of Contents Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, then, pursuant to our amended and restated memorandum and articles of association, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder's shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders' ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders' ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption "Redemption rights for public shareholders upon the completion of our initial business combination," to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all Table of Contents Number outstanding after this offering 25,000,000(1) Ordinary shares: Number outstanding before this offering 7,187,500(2)(3) Number outstanding after this offering 31,250,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 7,500,000(1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 20,000,000(1) Table of Contents of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for the maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). The underwriters have agreed to waive their rights to deferred underwriting commissions held in the trust account in the Table of Contents event we do not consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption "Limitations on redemptions." For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, officer, director or any other person. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder's fees, reimbursements or cash payments made by the company to our sponsor, officers, directors or their affiliates for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: Table of Contents Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor in the amount of $10,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans that may be made by our sponsor, its affiliates or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor, its affiliates or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled "Management Committees of the Board of Directors Audit Committee." Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see "Proposed Business Comparison Table of Contents of This Offering to Those of Blank Check Companies Subject to Rule 419." You should carefully consider these and the other risks set forth in the section entitled "Risk Factors" of this prospectus. Such risks include, but are not limited to: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. The requirement that we consummate an initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. We may not be able to consummate an initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. If we seek shareholder approval of our initial business combination, our sponsor, officers, directors, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public "float" of our Class A ordinary shares or public warrants. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. Table of Contents You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Nasdaq may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a "group" of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. (1)The "as adjusted" information gives effect to the sale of the units in this offering, the sale of the private placement warrants, repayment of up to an aggregate of $300,000 in loans made to us by our sponsor and the payment of the estimated expenses of this offering and assumes no exercise of the underwriters' over-allotment option. The "as adjusted" total assets amount includes the $250,000,000 held in the trust account for the benefit of our public shareholders, which amount, less deferred underwriting commissions, will be available to us only upon the completion of our initial business combination within 24 months from the closing of this offering. The "as adjusted" working capital and "as adjusted" total assets include $8,750,000 being held in the trust account representing deferred underwriting commissions. The underwriters will not be entitled to any interest accrued on the deferred underwriting commissions. If no business combination is completed within 24 months from the closing of this offering, the proceeds then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) will be used to fund the redemption of our public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within such time period. Table of Contents RISK FACTORS An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. We are a newly incorporated Cayman Islands exempted company with no operating results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues. Past performance of our management team, Princeville Capital or their respective affiliates may not be indicative of future performance of an investment in us. Information regarding performance is presented for informational purposes only. Any past experience or performance of our management team, Princeville Capital or their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team, Princeville Capital or their respective affiliates as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. Our management has no experience in operating special purpose acquisition companies. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. We may choose not to hold a shareholder vote before we complete our initial business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target business where the consideration we were paying in the transaction was all cash, we would typically not be required to seek shareholder approval to complete such a transaction. Except for as required by applicable law or stock exchange listing requirement, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete. Please see the section entitled "Proposed Business Effecting Our Initial Business Combination Shareholders May Not Have the Ability to Approve Our Initial Business Combination" for additional information. Table of Contents Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination. If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Our initial shareholders will own, on an as-converted basis, 20% of our outstanding ordinary shares immediately following the completion of this offering. Our initial shareholders also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association will provide that, if we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. As a result, in addition to the founder shares, we would need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC's "penny stock" rules). Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. Table of Contents The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If a large number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market. The requirement that we consummate an initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate an initial business combination within 24 months from the closing of this offering unless we obtain the required shareholder vote for any Extension Period. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the time frame described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. Table of Contents Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the COVID-19 pandemic a "Public Health Emergency of International Concern." On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a "pandemic." The COVID-19 outbreak and a significant outbreak of other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continue to restrict travel and limit our ability to have meetings with potential investors or the target company's personnel, vendors and service providers. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination in a timely manner, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing, which may be impacted by COVID-19 and other events, including, as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. We may not be able to consummate an initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. We may not be able to find a suitable target business and consummate an initial business combination within 24 months after the closing of this offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including, as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. If we have not consummated an initial business combination within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of Table of Contents directors, liquidate and dissolve, subject, in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and our warrants will expire worthless. See " If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share" and other risk factors herein. If we seek shareholder approval of our initial business combination, our sponsor, officers, directors, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public "float" of our Class A ordinary shares or public warrants. If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, officers, directors, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions. In the event that our sponsor, officers, directors, advisors or their affiliates purchase public shares or warrants in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See "Proposed Business Effecting Our Initial Business Combination Permitted Purchases and Other Transactions with Respect to Our Securities" for a description of how our sponsor, officers, directors, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. Table of Contents If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. See "Proposed Business Effecting Our Initial Business Combination Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights." You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii) the redemption of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering, subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Nasdaq may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions. We intend to apply to have our units listed on Nasdaq on the date of this prospectus and our Class A ordinary shares and warrants on or promptly after their date of separation. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market capitalization (generally $25,000,000) and a minimum number of holders of our securities (generally 300 public holders). Table of Contents Additionally, our units will not be traded after the completion of our initial business combination and, in connection with our initial business combination, we will be required to demonstrate compliance with the Nasdaq initial listing requirements, which are more rigorous than the Nasdaq continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, in order for our shares to be listed upon the consummation of our business combination, at such time our share price would generally be required to be at least $4.00 per share, our total market capitalization would be required to be at least $200.0 million, our stockholders' equity would generally be required to be at least $5.0 million and we would be required to have at least 300 round lot shareholders. We cannot assure you that we will be able to meet those listing requirements at that time. If Nasdaq delists any of our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity for our securities; a determination that our Class A ordinary shares are a "penny stock," which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; a limited amount of news and analyst coverage; and a decreased ability to issue additional securities or obtain additional financing in the future. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." Because we expect that our units and eventually our Class A ordinary shares and warrants will be listed on Nasdaq, our units, Class A ordinary shares and warrants will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities. You will not be entitled to protections normally afforded to investors of many other blank check companies. Since the net proceeds of this offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a "blank check" company under the United States securities laws. However, because we will have net tangible assets in excess of $5,000,001 upon the completion of this offering and the sale of the private placement warrants and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units Table of Contents will be immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if this offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see "Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419." If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a "group" of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, then, pursuant to our amended and restated memorandum and articles of association, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, which we refer to as the "Excess Shares," without our prior consent. However, we would not be restricting our shareholders' ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of this offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business Table of Contents combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. See " If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share" and other risk factors herein. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. Of the net proceeds of this offering and the sale of the private placement warrants, only approximately $1,000,000 will be available to us initially outside the trust account to fund our working capital requirements. We believe that, upon the closing of this offering, the funds available to us outside of the trust account, together with funds available from loans from our sponsor, its affiliates or members of our management team, will be sufficient to allow us to operate for at least the 24 months following the closing of this offering; however, we cannot assure you that our estimate is accurate, and our sponsor, its affiliates or members of our management team are under no obligation to advance funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a "no-shop" provision (a provision in letters of intent designed to keep target businesses from "shopping" around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds not to be held in the trust account. In such case, unless funded by the proceeds of loans available from our sponsor, its affiliates or members of our management team, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease. If we are required to seek additional capital, we would need to borrow funds from our sponsor, its affiliates, members of our management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor their affiliates is under any obligation to us in such circumstances. Any such advances may be repaid only from funds held outside the trust account or from funds released to us upon the completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, its affiliates or members of our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we have not consummated our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless. See " If third parties bring claims against Table of Contents us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share" and other risk factors herein. Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs or incur restructuring, impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment. Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value, unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to such holders, or if they are able to successfully bring a private claim under the securities laws that the tender offer materials or proxy statement related to our initial business combination contained an actionable material misstatement or material omission. If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share. Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party's engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we Table of Contents have not consummated an initial business combination within 24 months from the closing of this offering, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to a letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our sponsor to reserve for such indemnification obligations nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that our sponsor's only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders. In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share. We may not have sufficient funds to satisfy indemnification claims of our officers and directors. We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind Table of Contents in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder's investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. The securities in which we invest the proceeds held in the trust account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received by shareholders may be less than $10.00 per share. The net proceeds of this offering and certain proceeds from the sale of the private placement warrants, in the amount of $250,000,000 may only be invested in direct U.S. Treasury obligations having a maturity of 185 days or less, or in certain money market funds that invest only in direct U.S. Treasury obligations. While short-term U.S. Treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event of very low or negative yields, the amount of interest income (which we may withdraw to pay income taxes, if any) would be reduced. In the event that we are unable to complete our initial business combination, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income. If the balance of the trust account is reduced below $250,000,000 as a result of negative interest rates, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share. If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages. If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. Table of Contents If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including: restrictions on the nature of our investments; and restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. In addition, we may be subject to burdensome requirements, including: registration as an investment company with the SEC; adoption of a specific form of corporate structure; and reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading "investment securities" constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor. We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an "investment company" within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to Table of Contents occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; or (iii) absent our completing an initial business combination within 24 months from the closing of this offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations. We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. If we have not consummated an initial business combination within 24 months from the closing of this offering, our public shareholders may be forced to wait beyond such period before redemption from our trust account. If we have not consummated an initial business combination within 24 months from the closing of this offering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 24 months from the closing of this offering before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination Table of Contents and do not amend certain provisions of our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our officers and directors who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,293 and imprisonment for five years in the Cayman Islands. We may not hold an annual general meeting until after the consummation of our initial business combination. In accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to our initial business combination. Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to our initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management of our company prior to the consummation of an initial business combination. We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless. We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days Table of Contents after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a "covered security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Exercising the warrants on a cashless basis could have the effect of reducing the potential "upside" of the holder's investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in this offering. In such an instance, our sponsor and its permitted transferees (which may include our officers and directors) would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants. The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time. In certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001826553_silver_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001826553_silver_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..988d01ef275292744357602765cfa180b2bc7b53
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001826553_silver_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "amended and restated memorandum and articles of association" are to the second amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; "Companies Act" are to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time; "directors" are to our current directors and director nominees who will become directors in connection with the consummation of this offering; "equity-linked securities" are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; "founder shares" are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be "public shares"); "initial shareholders" are to holders of our founder shares prior to this offering; "management" or our "management team" are to our officers and directors; "ordinary shares" are to our Class A ordinary shares and our Class B ordinary shares; "private placement warrants" are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; "public shares" are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public shareholders" are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor's and each member of our management team's status as a "public shareholder" will only exist with respect to such public shares; "public warrants" are to warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "sponsor" are to Silver Crest Management LLC, a Cayman Islands limited liability company; and "we," "us," "our," "company" or "our company" are to Silver Crest Acquisition Corporation, a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. GENERAL We are a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to a business combination with us. While we may pursue a business combination target in any business or industry, we intend to concentrate our efforts in identifying global or regional businesses with differentiated products and services in one or more high growth consumer and consumer technology sectors, which can benefit from the expertise and strategic advice of our management team, directors and strategic advisors, as well as a realigned ownership and management structure, to create long-term shareholder value. We believe that the following trends will result in potentially attractive business combination targets for us: increasing adoption of new technology in consumption activities and fulfilment; changing consumer behaviors accelerated by the COVID-19 pandemic; continued strategic reshuffling of attractive consumer assets both regionally and globally; and rapidly evolving consumption patterns of a growing Chinese middle class, serving as a harbinger of change elsewhere in the world. Our management team is led by Leon Meng, our Chairman, Christopher Lawrence, our Vice Chairman, and Derek Cheung, our Chief Executive Officer, who have decades of extensive investment and advisory experience and an established track record of business success over multiple economic and financial market cycles. Having acted as the trusted advisors to some of the largest companies in the world, orchestrated many landmark transactions, and invested into many category leading businesses, we believe our management team has the complementary skills and experience relevant to our business strategy, as well as a long history of working together and offering creative solutions for complex transactions. We believe our collective experience provides us a competitive advantage in identifying and partnering with a high-quality company and supporting its long-term growth through our active involvement. MANAGEMENT TEAM Leon Meng, Chairman Mr. Meng is the founding Managing Partner and Chairman of Ascendent Capital Partners, a private equity firm managing capital for globally renowned institutional investors since 2011. He has over 23 years of experience in investment management and investment banking. Prior to Ascendent Capital Partners, from 2007 to 2011, Mr. Meng was a Managing Director of D. E. Shaw & Co., where he was a global partner and the leader of the firm's Asian investment office based in Hong Kong. He also founded and was the Chief Executive Officer of D. E. Shaw & Co.'s private equity business in Greater China. Previously, from 2002 to 2007, Mr. Meng was a Managing Director and Co-Head of China Investment Banking at JPMorgan, in charge of its Asia M&A and China investment banking activities. Mr. Meng began his career in the mid-1990s as an M&A specialist and was a Vice President at Credit Suisse First Boston based in New York. Mr. Meng also served as a director at RYB Education, Inc. (NYSE: RYB) from 2015 to 2020. Mr. Meng received his bachelor's degree in science, summa cum laude, from Chapman University, and his master's degree in public and private management with distinction from the Yale School of Management, where he is a Donaldson Fellow and a Global Advisory Board member. Silver Crest Acquisition Corporation (Exact name of registrant as specified in its charter) Table of Contents Christopher Lawrence, Vice Chairman Mr. Lawrence is an accomplished investment banker with nearly 40 years of experience working with and developing relationships with major multinational companies as a strategic advisor focused on value creation. He has represented prominent clients, often over multi-year periods, in complex transactions, including mergers, acquisitions, divestitures, joint ventures, restructurings, strategic investments and capital raising. Many of the advisory assignments have had significant international elements, across a wide range of industries, focusing on where his hands-on strategic advice and tactical work can be complementary to the client's own strategic process. Mr. Lawrence started his investment banking career in 1981 at Salomon Brothers, and stayed at its successor organizations through 2000, when he left as a Vice Chairman to go to Credit Suisse First Boston as a Vice Chairman and head of the Global Telecoms group in the investment banking division. From 2003 to 2005, he served as the Chief Strategic Officer of Credit Suisse Group. Between 2005 and 2018, Mr. Lawrence was a Vice Chairman, Co-Head of Investment Banking for North America, and then Deputy Chairman of Global Investment Banking at Rothschild & Co. In 2018, Mr. Lawrence joined Lazard as Deputy Chairman, Investment Banking. In 2019, he left and formed Snow Owl Advisors, an independent advisory firm. During his long tenure at leading global investment banks, Mr. Lawrence advised on many notable large-scale deals and developed a broad network of prominent executives, private equity investors, investment bankers, and other professional parties, who may be useful in sourcing deals and providing critical insight. He received an MBA from the Harvard Business School and an AB from Vassar College. Derek Cheung, Chief Executive Officer Mr. Cheung has over 20 years of experience in private equity and investment banking. Since 2019, he has been a Managing Director at Ascendent Capital Partners, spearheading the effort in global alternative investment opportunities. Previously, from 2013 to 2018, Mr. Cheung was the Chief Investment Officer at Verdant Capital Group Limited, a private investment firm based in Hong Kong, managing and overseeing a global portfolio of private equity, public equity and venture capital investments. During that time, he also served on the board of directors and as the responsible officer and the sole portfolio manager of Verdant Capital Management Limited, an asset management company licensed with the Securities and Futures Commission in Hong Kong, as well as the board of directors of Bosera Asset Management, one of the largest mutual fund companies in China. Prior to that, from 2008 to 2013, Mr. Cheung was an executive director of the Greater China private equity group at D. E. Shaw & Co, focused on complex situations in China and overseas opportunities. Mr. Cheung started his career as a mergers and acquisitions banker in the New York office of Credit Suisse First Boston, where he advised major U.S. retail and consumer companies on their China acquisition strategies, before joining the Hong Kong office of J.P. Morgan, focused on Greater China mergers and acquisitions. Mr. Cheung received Bachelor of Science degrees in mathematics and economics from the Massachusetts Institute of Technology. Our management team's efforts to seek a suitable business combination target will be complemented by the expertise and network of relationships of our independent director nominees and our strategic advisors. We believe that our access to and affiliation with our independent director nominees and strategic advisors represent a competitive advantage. Andy Bryant Mr. Bryant, our independent director nominee, is the former Chairman of the Board of Directors of Intel Corporation (NADSAQ: INTC) from 2012 to 2020, where he remains an Executive Advisor after stepping down as Chairman in January 2020. Since joining Intel in 1981, Mr. Bryant has worked at Cayman Islands (State or other jurisdiction of incorporation or organization) 6770 (Primary Standard Industrial Classification Code Number) 98-1559547 (I.R.S. Employer Identification Number) Suite 3501, 35/F, Jardine House 1 Connaught Place, Central Hong Kong +852 2165-9000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents various key positions, including Vice Chairman of the Board of Directors from 2011 to 2012, Chief Administrative Officer from 2007 to 2012, Executive Vice President of Technology, Manufacturing and Enterprise Services from 2009 to 2012, Executive Vice President of Finance and Enterprise Services from 2007 to 2009, Executive Vice President and Chief Financial and Enterprise Services Officer from 2001 to 2007, Senior Vice President and Chief Financial and Enterprise Services Officer from 1999 to 2001, and Chief Financial Officer from 1994 to 1999. In addition, Mr. Bryant has been serving as an Independent Director at Columbia Sportswear Company (NASDAQ: COLM), a global active outdoor apparel and footwear company, since 2005. Previously, he was a member of the Board of Directors at McKesson Corporation (NYSE: MCK), a global healthcare services and information technology company, from 2008 to 2018. Mr. Bryant received a master's degree in Business Administration with a concentration in finance from the University of Kansas and a bachelor's degree in Economics from the University of Missouri. Steeve Hagege Mr. Hagege, our independent director nominee, is the former Chief Executive Officer of BOLD, the corporate venture capital fund of L'Oreal Group. During his tenure at BOLD from 2018 and 2020, Mr. Hagege was responsible for setting up BOLD and managed strategic direct and indirect investments in emerging start-up companies. Prior to his role at BOLD, Mr. Hagege was Deputy General Manager at L'Oreal Luxe Giorgio Armani from 2017 to 2018, General Manager of Luxe Division at L'Oreal Hong Kong & Macau from 2015 to 2017, General Manager of Designer Division at L'Oreal Luxe Travel Retail in Asia Pacific from 2012 to 2015, General Manager of Diesel International at L'Oreal Luxe from 2009 to 2012, and Marketing Director of Diesel International at L'Oreal Luxe from 2005 to 2009. Prior to his experience at L'Oreal Group, Mr. Hagege was Group and Digital Manager of Paco Rabanne at Puig Prestige Beaute from 1999 to 2004. Mr. Hagege received a master's degree in Business from Montpellier Business School. Wei Long Mr. Long, our independent director nominee, is a senior advisor of Meituan Dianping (HKEx: 3690 HK), a leading e-commerce platform for consumer services and one of the largest consumer technology companies in China, providing strategic advice and other services since 2015. In 2005, Mr. Long co-founded Dianping.com, one of the predecessor companies of Meituan Dianping, responsible for business development, public relations, legal and government relations. Prior to that, he was the Vice President of Operations and Business Development at Linktone Ltd., working at the company from its inception to its initial public offering on Nasdaq. In 2015, Mr. Long also co-founded, and has been serving as the Founding Partner of, Light Up Investment Holdings Limited, which focuses its investments on consumption upgrade and enterprise services. Mr. Long received his Bachelor of Science degree from the University of Science and Technology of China and MBA from the Shanghai Jiaotong University. He previously served as the Standing Committee Member of the Shanghai Financial Youth Federation and the Vice Chairman of the Youth Federation of Changning District. He is currently a member of the Executive Committee of Shanghai Federation of Industry and Commerce, a member of the Changning District CPPCC Committee, Vice Chairman of Changning District Federation of Industry and Commerce, Vice President of Shanghai Information Service Association, Vice President of Shanghai Informatization Youth Talent Association, a mentor at Dark Horse Venture, and a lecturer at Eastern Forum. Mei Tong Ms. Tong, our independent director nominee, has been a Senior Advisor to InterChina Partners since 2018. Prior to her current role, Ms. Tong was a Managing Director at Fosun Venture Capital Investment Management Company from 2017 to 2018, where she led investment activities in the Cogency Global Inc. 122 East 42nd Street,18th Floor New York, NY 10168 (800) 221-0102 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents consumer sector. Prior to that, from 2014 to 2017, Ms. Tong was an Executive Director at HOPU Investment. From 2012 to 2014, Ms. Tong was a Vice President in Strategy, Acquisition & Divestment division of Wal-Mart (China) Investment Co. Ltd. From 1999 to 2010, Ms. Tong served as a Group Treasurer and Director of Corporate Development and Strategic Projects at Kimberly-Clark (China) Ltd. Ms. Tong received a master's degree in Business Administration from Peking University, a Certified Management Accounting degree from Southern Alberta Institute of Technology and a Bachelor of Arts degree in International Studies from Beijing Foreign Affairs College. Denise Morrison Ms. Morrison, our strategic advisor, is the Founder of Denise Morrison & Associates, LLC. She served as President and Chief Executive Officer of The Campbell Soup Company (NYSE: CPB) from 2011 to 2018 and a member of its Board of Directors from 2010 to 2018. She joined Campbell in 2003, where she held positions of increasing responsibility. Prior to joining Campbell, Ms. Morrison held executive management positions at Kraft Foods, Inc. from 2001 to 2003. She started her career with Procter & Gamble, and held various positions with PepsiCo, Nestle and Nabisco. Ms. Morrison currently serves on the Boards of Directors of Quest Diagnostics Incorporated (NYSE: DGX) since 2019, Visa Inc. (NYSE: V) since 2018 and MetLife, Inc. (NYSE: MET) since 2014. She served as a director of The Goodyear Tire & Rubber Co. (NASDAQ: GT) from 2005 to 2010. She is a member of the Board of Trustees for Boston College, the Advisory Council for Just Capital, the Advisory Board for Tufts Friedman School of Nutrition Science and Policy, The Business Council, and the Bank of America Women's Sponsorship Council. Ms. Morrison received an honorary doctorate from St. Peter's University and a Bachelor of Science degree in Economics and Psychology, magna cum laude, from Boston College. Thomas Whayne Mr. Whayne, our strategic advisor, has been the Chief Financial Officer at OneWeb LLC, a London-based company pursing the development of broadband satellite internet services, since 2018. He has led OneWeb's fundraising efforts, resulting in excess of $2.6 billion of debt and equity capital raised. Prior to that, Mr. Whayne spent 23 years in investment banking, providing strategic and financial advice to clients in technology, media, telecommunications and energy sectors. Mr. Whayne's roles at investment banks include Managing Director at Rothschild & Co from 2013 to 2015, Managing Director at Morgan Stanley (NYSE: MS) from 2006 to 2013, Managing Director at Bank of America Securities from 2004 to 2006, and Managing Director when he left Credit Suisse First Boston, where he worked from 1996 to 2004. Mr. Whayne received a J.D. degree from the University of Virginia School of Law and an A.B. degree in Economics from Harvard College. With respect to the foregoing experiences of our management team, past performance is not a guarantee: (i) that we will be able to identify a suitable candidate for our business combination; or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management team's performance as indicative of our future performance. None of the members of our management team has any past experience with any blank check companies or special purpose acquisition companies. For more information on the experience and background of our management team, see the section entitled "Management." BUSINESS STRATEGY Our business strategy is to identify and complete a business combination with a global or regional company in one or more high growth consumer and consumer technology sectors with strong potential to become a category and platform leader. We plan to leverage the broad and deep network of Copies: Christian O. Nagler, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 Steve Lin, Esq. Benjamin W. James, Esq. Kirkland & Ellis International LLP c/o 26th Floor, Gloucester Tower, The Landmark 15 Queen's Road Central Hong Kong +852 3761-3300 Douglas S. Ellenoff Stuart Neuhauser Richard Baumann Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300 Table of Contents relationships, diverse set of industry expertise and proven deal sourcing capabilities of our management team and strategic advisors to provide us with what we anticipate being a strong pipeline of potential business combination targets. Global consumption patterns and many consumer technology sectors are experiencing rapid changes and disruptions, resulting from the increasing adoption of new technology and the changing consumer behaviors accelerated by the COVID-19 pandemic. With a growing middle class that is highly receptive to new ways of doing things, China is at the forefront of these trends and our management team has insights in and relationships with leading consumer technology companies in China that are able to take advantage of these trends and achieve strong leadership positions. We believe our business combination targets in these rapidly changing consumer and consumer technology sectors will benefit from the strategic advice and hands-on collaboration that our management team can provide from years of experience working with companies in high growth and disrupted sectors. Our management team has a strong track record of advising and partnering with consumer and consumer technology businesses that offer differentiated products and services, in large addressable markets relative to their current company sizes, in need of business model evolutions and strategic transformations. As businesses in different geographical markets react to changes and disruptions on different timelines and in different ways, certain consumer trends in one market (such as China) may become indicative of what will happen in another market (such as the U.S.), or vice versa. With diverse backgrounds and global transaction experience, we can take advantage of our management team's global and China perspectives in evaluating potential opportunities. We believe our proven ability of guiding businesses to successfully scale through ever-changing markets makes a business combination with us an attractive path for companies seeking a strong partnership during and beyond the business combination. MARKET OPPORTUNITY We believe there are a significant number of new and existing companies in the high growth consumer and consumer technology sectors that are well-positioned to benefit from technology-enabled trends and changing consumer behaviors, such as consumer services, e-commerce, grocery retailing, health and wellness, food and beverage and beauty products. Furthermore, while we believe globalization has been the main economic theme for the past few decades, there is a growing trend of realigning ownership and management structures of prized consumer assets in many parts of the world. We believe that members of our management team are uniquely positioned with diverse backgrounds and global transaction experience to capitalize on four main types of strategic catalysts driving these realignment opportunities: Global exiting China. Multinational companies are becoming receptive to full or partial divestitures of their Chinese operations when local buyers or local management teams are proven to be more capable of growing the businesses, extracting values and navigating competitive and regulatory landscapes. Global to China. As China continues to grow at a higher rate than other major economies, the ability to enter and leverage the Chinese market becomes a key differentiator for a global consumer business, yet it is highly challenging for these companies to do so without local insights or partners. China exiting Global. Chinese conglomerates are considering selling non-core or sensitive overseas assets to better focus on core domestic markets, improve management efficiency and strengthen their balance sheets, as they have realized the challenges of managing an overseas or global business. China to Global. Strategic overseas expansions by Chinese companies, via organic growth or acquisitions, will continue to play a major role in solidifying global market positions and securing direct access to premium brands, products, technology and distribution channels that are synergistic to their core domestic capabilities. Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. Table of Contents We believe that the expertise of our management team will provide an attractive value proposition for potential business combination targets and differentiate us from other blank check companies in the marketplace. Immediately following the completion of this offering, we intend to begin the process of communicating with the network of relationships of our management team and independent directors to articulate the parameters of our search for business combination targets and evaluating such potential opportunities. BUSINESS COMBINATION CRITERIA Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines as primary filters in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet some of these criteria and guidelines. We will seek to acquire companies or assets with a significant share of the following characteristics: Growth. Our focus will be on a target company's ability or potential to generate sustainable growth, supported by its competitive strengths, technological advantages and differentiated products and services, in a large and dynamic market that can create attractive long-term superior returns Management. We seek to partner with a committed management team that has a well-defined vision for the business and the sector that they operate in. It is also important to identify a management team that has a proven track record of managing and scaling businesses, in a transparent corporate culture anchored in positive values. Transition. Our management team has strong experience with businesses that need to be reinvigorated through capital injection, strategic repositioning and operational improvements. We will select companies that we can leverage our proprietary analysis and industry intelligence to offer constructive solutions to realize the intrinsic value to its fullest. Transformation. We intend to search for a target company that will benefit from strategic transformations through well-timed and well-executed acquisitions, joint ventures or commercial affiliations. Our management team is well placed to add significant value in helping the target company in achieving growth and realizing synergies through future extensions beyond our business combination. Valuation. We are experienced and sophisticated investors with a keen understanding of fundamental value through multiple economic and financial market cycles. We expect to complete a business combination in a disciplined manner, pairing significant upside potential with limited downside risks. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. SOURCING OF ACQUISITION TARGETS In evaluating a prospective target business, we will conduct a thorough due diligence review, which may encompass, among other things, meetings with management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information that will be made available to us. Additionally, members of our management team have significant CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2) 28,750,000 units $10.00 $287,500,000 $31,366.25 Class A ordinary shares included as part of the units(3) 28,750,000 shares (4) Redeemable warrants included as part of the units(3) 14,375,000 warrants (4) Total $287,500,000 $31,366.25 (1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. (2)Includes 3,750,000 units, consisting of 3,750,000 Class A ordinary shares and 1,875,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any. (3)Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4)No fee pursuant to Rule 457(g). Table of Contents executive management and public company experience, and accordingly have developed a deep network of contacts and relationships that will provide us with an important source of acquisition opportunities. In addition, we anticipate that opportunities will be brought to our attention by various unaffiliated sources, including investment banks, private equity groups, consultants, accounting firms and other investment market participants. We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent valuation, appraisal or accounting firm, that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Members of our management team may, directly or indirectly, own founder shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Ascendent Capital Partners is from time to time made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with any business combination target. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. For more information on the entities to which our officers and directors currently have fiduciary or contractual obligations, please refer to "Management Conflicts of Interest." Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as an officer or director of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. CORPORATE INFORMATION Our executive offices are located at Suite 3501, 35/F, Jardine House, 1 Connaught Place, Central, Hong Kong, and our telephone number is +852 2165-9000. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to "emerging growth company" will have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our Class A ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED [ ], 2021 Silver Crest Acquisition Corporation $250,000,000 25,000,000 Units Table of Contents THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled "Risk Factors" of this prospectus. Securities offered 25,000,000 units (or 28,750,000 units if the underwriter's over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-half of one redeemable warrant. Proposed Nasdaq symbols Units: "SLCRU" Class A ordinary shares: "SLCR" Warrants: "SLCRW" Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus, unless UBS Securities LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after the completion of our initial business combination. Silver Crest Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriter has a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Silver Crest Management LLC, has agreed to purchase 7,000,000 warrants (or 7,750,000 warrants if the underwriter's over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, in a private placement to occur concurrently with the closing of this offering. Our initial shareholders currently own 7,187,500 Class B ordinary shares, up to 937,500 of which are subject to forfeiture depending on the extent to which the underwriter's over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the election of directors. Currently, there is no public market for our securities. We intend to apply to have our units listed on the Nasdaq Capital Market ("Nasdaq") under the symbol "SLCRU." We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on Nasdaq under the symbols "SLCR" and "SLCRW," respectively, on the 52nd day following the date of this prospectus unless the underwriter permits earlier separate trading and we have satisfied certain conditions. We are an "emerging growth company" and a "smaller reporting company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. (1)Assumes no exercise of the underwriter's over-allotment option. (2)Founder shares are currently classified as Class B ordinary shares, which will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption "Founder shares conversion and anti-dilution rights" and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. (3)Includes 937,500 founder shares that are subject to forfeiture. (4)Includes 25,000,000 public shares and 6,250,000 founder shares, assuming 937,500 founder shares have been forfeited. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 36 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to "Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00" and "Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00" will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption "Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00" will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; Per Unit Total Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 13,750,000 Proceeds, before expenses, to us $ 9.45 $ 236,250,000 (1)Includes $0.35 per unit, or $8,750,000 (or up to $10,062,500 if the underwriter's option to purchase additional units is exercised in full) in the aggregate, payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriter only on the completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of Class A ordinary shares sold as part of the units in this offering, as described in this prospectus. Does not include certain fees and expenses payable to the underwriter in connection with this offering. See "Underwriting" for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250 million, or $287.5 million if the underwriter's option to purchase additional units is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.-based trust account at a brokerage account located in the United States at UBS Financial Services, Inc., with Continental Stock Transfer & Trust Company acting as trustee. The proceeds will be invested at the direction of the Trustee. The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2021. Table of Contents provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under "Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00"). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement, provided that, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a "covered security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Sole Book-Running Manager UBS Investment Bank Table of Contents The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days' prior written notice of redemption, which we refer to as the "30-day redemption period"; and if, and only if, the last reported sale price (the "closing price") of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities Warrants Public Shareholders' Warrants Anti-Dilution Adjustments") for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; The date of this prospectus is , 2021 Table of Contents at a price of $0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under "Description of Securities Warrants Public Shareholders' Warrants" based on the redemption date and the "fair market value" of our Class A ordinary shares (as defined below) except as otherwise described in "Description of Securities Warrants Public Shareholders' Warrants"; upon a minimum of 30 days' prior written notice of redemption; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities Warrants Public Shareholders' Warrants Anti-dilution Adjustments") for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities Warrants Public Shareholders' Warrants Anti-dilution Adjustments"), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The "fair market value" of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Table of Contents Table of Contents No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled "Description of Securities Warrants Public Shareholders' Warrants" for additional information. Founder shares On September 28, 2020, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering and formation costs in consideration of 7,187,500 Class B ordinary shares, par value $0.0001. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization, a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 937,500 founder shares are subject to forfeiture, depending on the extent to which the underwriter's over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and neither we nor the underwriter take any responsibility for any other information others may give to you. We are not, and the underwriter is not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. TABLE OF CONTENTS Table of Contents our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In such case, our initial shareholders have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to the founder shares, we would need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption "Founder shares conversion and anti-dilution rights" and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Table of Contents Transfer restrictions on founder shares Except as described herein, our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof, at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of this offering, plus (ii) the total number of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans, unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Table of Contents Election of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our shareholder meeting, which shall include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 7,000,000 private placement warrants (or 7,750,000 private placement warrants if the underwriter's over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant ($7,000,000 in the aggregate or $7,750,000 if the underwriter's over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under "Description of Securities Warrants Public Shareholders' Warrants Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00") and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see "Description of Securities Warrants Private Placement Warrants"). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under "Principal Shareholders Transfers of Founder Shares and Private Placement Warrants." Table of Contents Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under "Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00," they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the "Sponsor fair market value" (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The "Sponsor fair market value" shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in the trust account Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriter's over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at [ ], with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $8,750,000 (or $10,062,500 if the underwriter's over-allotment option is exercised in full) in deferred underwriting commissions. Table of Contents Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Table of Contents Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $250,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in non-reimbursed expenses relating to this offering; and any loans or additional investments from our sponsor, its affiliates or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon the completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. Table of Contents We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Table of Contents Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, officers, directors, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, officers, directors, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See "Proposed Business Effecting Our Initial Business Combination Permitted Purchases and Other Transactions with Respect to Our Securities" for a description of how our sponsor, officers, directors, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. Table of Contents The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Table of Contents Redemption rights for public shareholders upon the completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Table of Contents Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC's "penny stock" rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes, or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. Table of Contents If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In such case, our initial shareholders have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to the founder shares, we would need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days' notice will be given of any such shareholder meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. Table of Contents In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, then, pursuant to our amended and restated memorandum and articles of association, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder's shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders' ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders' ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Table of Contents Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K that includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriter's over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter's over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 25,000,000(1) Ordinary shares: Number outstanding before this offering 7,187,500(2)(3) Number outstanding after this offering 31,250,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 7,000,000(1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 19,500,000(1) Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies that contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon the completion of our initial business combination, thus making us, we believe, a more attractive business combination partner for target businesses. Table of Contents Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption "Redemption rights for public shareholders upon the completion of our initial business combination," to pay the underwriter its deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for the maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Table of Contents Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). The underwriter has agreed to waive its rights to deferred underwriting commissions held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers and directors have agreed, pursuant to their letter agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption "Limitations on redemptions." For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, officer, director or any other person. Table of Contents Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder's fees, reimbursements or cash payments made by the company to our sponsor, officers, directors or their affiliates for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor in the amount of $10,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans that may be made by our sponsor, its affiliates or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor, its affiliates or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Table of Contents Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled "Management Committees of the Board of Directors Audit Committee." RISKS We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see "Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419." You should carefully consider these and the other risks set forth in the section entitled "Risk Factors" of this prospectus. Such risks include, but are not limited to: We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our management team, Ascendent Capital Partners or their respective affiliates may not be indicative of future performance of an investment in us. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. The requirement that we consummate an initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine Table of Contents our ability to complete our initial business combination on terms that would produce value for our shareholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. We may not be able to consummate an initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public "float" of our Class A ordinary shares or public warrants. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Nasdaq may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a "group" of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001826574_sports_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001826574_sports_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..68950797f7fce966e46fa3054deffb65b6ae5307
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001826574_sports_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: we, us, company or our company are to Sports Ventures Acquisition Corp., a Cayman Islands exempted company; amended and restated memorandum and articles of association are to our memorandum and articles of association to be in effect upon completion of this offering; Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and, unless the context otherwise requires, our Class A ordinary shares issued upon the conversion thereof as provided herein; initial holders are to the holders of our founder shares prior to this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; placement shares are to the 600,000 Class A ordinary shares (or 660,000 Class A ordinary shares if the overallotment option is exercised in full) included within the placement units being purchased by our sponsor in the private placement; placement units are to the 600,000 units (or 660,000 units if the overallotment option is exercised in full) being purchased by our sponsor in the private placement, each placement unit consisting of one placement share and one-third of one placement warrant; placement warrants are to redeemable warrants to purchase an aggregate of 200,000 of our Class A ordinary shares (or 220,000 of our Class A ordinary shares if the overallotment option is exercised in full) included within the placement units being purchased by our sponsor in the private placement; private placement refers to the private placement of 600,000 units (or 660,000 units if the overallotment option is exercised in full) being purchased by our sponsor, which will occur simultaneously with the completion of this offering, at a purchase price of $10.00 per unit for a total purchase price of $6.0 million (or $6.6 million if the overallotment option is exercised in full); public shares are to our Class A ordinary shares offered as part of the units in this offering (whether they are subscribed for in this offering or thereafter in the open market); public shareholders are to the holders of our public shares; public warrants are to the redeemable warrants sold as part of the units in this offering (whether they are subscribed for in this offering or in the open market); sponsor is AKICV LLC, a Delaware limited liability company. The managers of AKICV LLC are Alan Kestenbaum, our Chairman and Chief Executive Officer, and Robert Tilliss, our President and Chief Financial Officer; and warrants are to our redeemable warrants, which include the public warrants as well as the placement warrants to the extent they are no longer held by the initial purchasers of the placement units or their permitted transferees. 1 Table of Contents All references in this prospectus to shares of the company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Registered trademarks referred to in this prospectus are the property of their respective owners. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. General We are a newly incorporated blank check company incorporated on September 24, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination, involving one or more businesses or assets, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific acquisition target and we have not, nor has anyone on our behalf, initiated any discussions, directly or indirectly, with respect to identifying an acquisition target. We have not generated operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial business combination. Although we may pursue acquisitions in any sector or industry, we will focus our search for opportunities to create value in the sectors where we have leading edge expertise, specifically in the sports, media and entertainment sectors, including traditional and emerging sports as well as film and television production and infrastructure. Our management team, led by Alan Kestenbaum, our Chief Executive Officer, Robert Tilliss, our President and Chief Financial Officer, and Daniel Strauss, our Chief Operating Officer, has executed over $20 billion in transactions across our target sectors combined with significant public markets expertise in operating listed companies, including a special purpose acquisition company which successfully completed its initial business combination. Throughout their careers, Mr. Kestenbaum, Mr. Tilliss and Mr. Strauss have advised and invested in numerous successful businesses in the sports and entertainment industries. Mr. Kestenbaum has extensive investing and operating experience as well as a track record in turnarounds and restructurings. Mr. Kestenbaum formed and served as chairman and CEO of one of the earliest and most successful special purpose acquisition companies in 2006, International Metals Inc., which acquired Globe Metallurgical Inc. in 2007. The combined company achieved a peak market capitalization of $1.87 billion in 2011, or $24.90 per share, before the company merged into Ferro Atlantica to create Ferroglobe in 2016. In April 2019, Mr. Kestenbaum became a minority owner and limited partner of the Atlanta Falcons of the National Football League ( NFL ), which was among the highest amounts invested in the NFL history for a limited partnership stake. He has led large investor groups in pursuit of the Carolina Panthers and another high-profile sports asset. Mr. Kestenbaum has experience in other areas of content creation, including operating a one-of-a-kind location filming destination that has been utilized by major networks, movie studios and streaming services at Stelco Inc. where he serves as CEO. Mr. Tilliss, the Founder and Managing Member of Inner Circle Sports, is a leader in the sports industry, with over 25 years of experience advising leagues, teams, stadium owners, technology and services businesses in the sports industry. Prior to founding Inner Circle Sports in 2002, Mr. Tilliss spent 14 years at JP Morgan where he was a Managing Director and formed the bank s sports investment banking group and served as its Group Head. Mr. Tilliss was responsible for managing a multi-billion portfolio and originating new business transactions for the firm. At Inner Circle Sports, Mr. Tilliss has continued his strong track record for sourcing and managing high profile sports transactions, residing at the nexus of leagues, teams, sports properties and investors. Mr. Tilliss has managed transactions in the NFL, NBA, MLB, NHL, MLS, EPL and has advised private team owners and municipalities on stadium and arena development. In addition, Mr. Tilliss has raised capital for emerging sports technology companies in software as a service ( SaaS ), esports, ticketing, data, and other operating businesses in the sports and media industries. 2 Table of Contents Mr. Strauss has significant investment and operational experience across the sports, esports and entertainment industries. Mr. Strauss currently serves as the Chief Executive Officer of GlassBridge Enterprises Inc., a publicly traded asset manager that owns and operates a sports investment platform. Mr. Strauss serves as a director and investment committee member of ARRIVE, the investment arm of Roc Nation a full-service entertainment company engaging in artist and athlete management, label publishing, touring, film/TV, and new ventures. Additionally, Mr. Strauss is a director of BrookLAN, the largest, dedicated esports & video game venue in New York. The unique experience and transaction sourcing capabilities of the management team combined with their expertise in operations, financing, investing and transacting in these sectors, has led to a strong track record of creating shareholder value in companies that they have managed, led and/or invested in. We believe this experience and network of relationships will provide us with access to proprietary and differentiated deal flow, unique opportunities available to us to execute an initial business combination that will allow us to unlock value within the target company or companies. Our value creation strategy will be to identify and acquire a company or companies in the sports, media and entertainment sectors, leveraging our management team s deep experience and relationships in the space to create attractive risk-adjusted returns for our shareholders. Our network and relationships, built over the management team s decades of experience, are proprietary and a differentiated success factor for the company. We believe our management team has the skills and experience to identify, evaluate and consummate an initial business combination and is positioned to assist a business that we acquire in a uniquely advantageous way. However, our management team s network and investing and operating experience do not guarantee that a successful initial business combination will occur, either due to the potential lack of availability of targets for combination given the current business environment and ongoing global pandemic or due to potential adverse effects, unforeseen challenges or other matters that could impact the business after the combination. The members of our management team are not required to devote any significant amount of time to our business and are concurrently involved with other businesses and companies. There is no guarantee that our current officers and directors will continue in their respective roles, or in any other role, after our initial business combination, and their expertise may only be of benefit to us until our initial business combination is completed. Changes to the structure of the management team, including potential additions to and exits from the team, will be made at the sole discretion of the management team for any reason that they see fit. Business Strategy Our strategy is to leverage our management s expertise, network and operational experience to identify, acquire and grow a company or companies in the sports, media and entertainment sectors on a global basis. Our management team has extensive relationships and significant experience, having executed over $20 billion of transactions which provide us with unique access to proprietary transaction sources and opportunities through which we will be able to maximize value for our shareholders. The management team has an exceptional track record of sourcing and executing transactions across the global sports, media and entertainment sectors. We plan to utilize the network and industry experience of our management team in seeking an initial business combination and executing our acquisition strategy. Over the course of their careers, the members of our management team and their affiliates have developed a broad network of relationships with commissioners, team owners, professional athletes, media and entertainment executives that we believe will further complement our sourcing pipeline of acquisition opportunities providing us with an inimitable advantage. The management team intends to capitalize on opportunities presented by the changing sports, media and entertainment industry dynamics by seeking a market-leading, growth-oriented company that is benefitting from the following trends: Rising consumer media consumption, together with the proliferation of subscription video on-demand services both domestically and globally, underpinning a surge in overall content spend from all players fueling the unprecedented production demand; Iconic value of sports franchises bolstered by a deeply dedicated and increasingly global fan base where digital has created more avenues to engage with fans and monetize across new and alternative platforms; Increase in sports-related media rights valuations driven by heightened user engagement, fueled by technology and regulatory developments including online platforms among other trends; 3 Table of Contents Robust growth in esports, propelled by strong industry tailwinds and growth of media rights, providing a unique opportunity to engage with a fast growing, young global gamer base fueling a rapidly expanding market opportunity; and Massive influx in revenue from broadcasting opportunities, including associated advertising rates, leading to revenue growth. Within the sports industry, we intend to focus on teams, operators, agencies, esports and technology related businesses including those in data analytics, SaaS, ticketing and fan engagement. Over the past few years, valuations of teams and supporting industries have soared due to new media deals, new arenas, digital expansion and dedicated international fan-bases. The iconic value of sports, and sports-related assets, remains robust as sports remain one of the last forms of appointment viewing. Within the media sectors, we intend to focus on media and digital rights and platforms. Disruption in the media industry, in addition to heightened competition and new entrants, reinforce the need to differentiate one s platform. To remain competitive, the industry will look to bolster their platforms with key rights and IP, fueling valuations. Within entertainment, we will evaluate opportunities in content creation including the development and production of film and television assets, catalogs and libraries, and distribution. Record levels of consumption and content creation, supported by the capability to consume media, anywhere, anytime are backing unprecedented growth in the industry. The disruption stemming from the ongoing global pandemic also presents a unique opportunity in the target sectors, given the impact that it has had on the companies operating performance. However, we are not relying on this impact to depress values of targets for our initial business combination. We are confident that an appropriate target may be identified at any time. Upon completion of this offering, members of our management team will communicate with their industry relationships to announce the formation of the company and its purpose, articulate the parameters for our search for a target company and a potential business combination, and begin the process of pursuing and reviewing target companies as they present themselves. We expect that these relationships will provide the team with a robust flow of acquisition opportunities, through which we will be selective in identifying what we view as the most attractive and lucrative opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms, executive search firms, management consulting practices, agencies and large business enterprises. While the management team will be proactive in identifying these opportunities and timely in reviewing them, they will only execute the appropriate opportunity based on the team s target criteria and will not feel compelled to execute a transaction unless accretive for all stakeholders. Robert Tilliss, our President and Chief Financial Officer, is the founder, CEO and Managing Member of Inner Circle Sports LLC, a leading global sports investment bank in the industry. As a leader in finance for 18 years, Inner Circle Sports will be a key strategic ally for our company in identifying an initial business combination. Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and guidelines. Our initial business combination criteria will not be limited by sector or geographic scope, but given the experience and background of the management team, our focus will be placed on the sports, media and entertainment sectors. We will focus on acquiring a company with a defensible market position, exhibiting unrecognized value and set to benefit from being a public company with broader access to capital. The intended combination targets include but are not limited to: Sports assets, including professional U.S.-based sports teams, European soccer clubs, teams in cricket, and rugby, esports teams; and other sports IP and related assets including fan engagement, agencies, data, analytics and ticketing; Media rights and content platforms, including sports media rights, content platforms, regional sports networks and esports; and Entertainment studios and production services, including film studios and venues, agencies and other entertainment related companies. 4 Table of Contents These criteria are intended to be evaluative and not exhaustive in nature. Management intends to be opportunistic in identifying opportunities to execute combinations to increase shareholder value. Any combinations will be executed based on the management team s knowledge of market conditions and the specific opportunity, evaluated against key considerations, factors and criteria. Should an opportunity for combination arise that does not fit within the areas outlined above that the management team deems more compelling, we would pursue the opportunity. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholders approval, as applicable. Other Acquisition Considerations We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Unless we complete our initial business combination with an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that 5 Table of Contents the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination. Members of our management team may directly or indirectly own our ordinary shares and/or placement units following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our Board of Directors will review any potential conflicts of interest on a case-by-case basis. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our 6 Table of Contents ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on September 24, 2020. Our executive offices are located at 9705 Collins Ave 1901N, Bal Harbour, FL 33154, and our telephone number is 786-650-0074. 7 Table of Contents THE OFFERING In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 20,000,000 units, at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one third of one warrant, each whole warrant exercisable to purchase one Class A ordinary share. Proposed Nasdaq symbols Units: AKICU Class A Ordinary Shares: AKIC Warrants: AKICW Trading commencement and separation of Class A ordinary shares and warrants The units will begin trading promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc., as representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. 8 Table of Contents Units: Number outstanding before this offering 0 Number outstanding after this offering and the private placement 20,600,000(1)(2) Ordinary shares: Number outstanding before this offering 5,750,000(3) Number outstanding after this offering and the private placement 25,600,000(1)(4) Redeemable Warrants: Number of placement warrants to be sold in a private placement simultaneously with this offering 200,000 Number of warrants to be outstanding after this offering and the private placement 6,866,667(1)(5) Exercisability Each unit contains one-third of one redeemable warrant. Each whole warrant is exercisable to purchase one of our Class A ordinary shares. Only whole warrants are exercisable. This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase one share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one third of the number of shares compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. ____________ (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 750,000 founder shares. (2) Comprised of 20,000,000 units sold in this offering and 600,000 placement units to be sold in the private placement. (3) Consists solely of founder shares and includes up to 750,000 ordinary shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. Founder shares are classified as Class B ordinary shares, which shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution. (4) Includes 20,000,000 public shares, 600,000 Class A ordinary shares underlying the placement units to be sold in the private placement and 5,000,000 founder shares, assuming 750,000 founder shares have been forfeited. (5) Includes 6,666,667 public warrants included in the units sold in this offering and 200,000 placement warrants underlying the placement units to be sold in the private placement. 9 Table of Contents Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by us and in the case of any such issuance to our sponsors or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant 10 Table of Contents agreement provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein in certain circumstances with respect to the placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. 11 Table of Contents Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to the table set forth under Description of Securities Redeemable Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Redeemable Warrants Public Shareholders Warrants ; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Redeemable Warrants Public Shareholders Warrants Anti-dilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and; if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Redeemable Warrants Public Shareholders Warrants Anti-dilution Adjustments ), the placement warrants contained in the placement units must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Redeemable Warrants Public Shareholders Warrants for additional information. 12 Table of Contents Appointment of directors; voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Founder shares In October 2020, our sponsor purchased an aggregate of 5,750,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. The number of founder shares was determined based on the expectation that the founder shares would represent 20% of the aggregate of our founder shares and our issued and outstanding public shares after this offering (not including shares underlying the private placement units). If we increase or decrease the size of the offering, we will effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our sponsor at 20% of the aggregate of our founder shares and our issued and outstanding public shares after this offering (not including shares underlying the private placement units). Up to 750,000 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed, pursuant to such letter agreement, to vote their founder shares, placement shares and any public shares 13 Table of Contents purchased during or after this offering in favor of our initial business combination (as a result, in addition to our initial shareholder s founder shares and the placement shares, we would need only 7,200,001, or 36.0%, of the 20,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised); the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below and in our amended and restated memorandum and articles of association; and the founder shares are subject to registration rights. Transfer restrictions on founder shares Our sponsor, officers and have agreed not to transfer, assign or sell any of their founder shares (except to permitted transferees, as described under Principal Shareholders Transfers of Founder Shares and Placement Units (including securities contained therein) until the earliest of (a) one year after the completion of our initial business combination and (b) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Notwithstanding the foregoing, in connection with an initial business combination, the initial holders may transfer, assign or sell their founder shares with our consent to any person or entity that agrees in writing to be bound by the transfer restrictions set forth in the prior sentence. Founder shares conversion and anti-dilution rights We have issued 5,750,000 Class B ordinary shares, par value $0.0001 per share. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein and in our amended and restated memorandum and articles of association. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares outstanding upon completion of this 14 Table of Contents offering (not including shares underlying the private placement units), plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination, or any private placement-equivalent units issued to our sponsor or its affiliates upon conversion of loans made to us. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be deemed issued for purposes of the conversion adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Private placement Our sponsor has committed to purchase an aggregate of 600,000 placement units (or 660,000 placement units if the over-allotment option is exercised in full) at a price of $10.00 per unit, for an aggregate purchase price of $6,000,000, or $6,600,000 if the over-allotment option is exercised in full,), in a private placement that will close simultaneously with the closing of this offering. The placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus. If we do not consummate an initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the placement units held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the placement units (and the underlying securities) will expire worthless. The placement warrants included in the placement units will be non-redeemable by us (except as set forth under Description of Securities Redeemable Warrants Public Shareholders Warrants Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Redeemable Warrants Placement Warrants ). If the placement warrants are held by holders other than our sponsor or its permitted transferees, the placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Each placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. Placement warrants may be exercised only for a whole number of shares. If any fractional interests would be issuable upon exercise of a placement warrant, we will round down to the nearest whole number the number of Class A ordinary shares to be issued to the holder. A portion of the purchase price of the placement warrants will be added to the net proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds of the sale of the placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the placement warrants will expire worthless. The placement warrants will not be redeemable by us and will be exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (except as described below under Principal Shareholders Transfers of Founder Shares and Placement Warrants ). If the placement warrants are held by holders other than the sponsor or its permitted transferees, the placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. 15 Table of Contents Transfer restrictions on placement units The placement units and their component securities will not be transferable, assignable or salable until 30 days after the consummation of our initial business combination. The placement warrants will be non-redeemable so long as they are held by our sponsor or its permitted transferees. If the placement units are held by someone other than our sponsor or its permitted transferees, the placement warrants will be redeemable by us and exercisable by such holders on the same basis as the warrants included in the units being sold in this offering. Cashless exercise of placement warrants If holders of placement warrants included in the placement units elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account The rules of the Nasdaq provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the placement units described in this prospectus, $200,000,000 ($10.00 per unit), or $230,000,000 ($10.00 per unit) if the underwriters over-allotment option is exercised in full, will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and $2.0 million will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $7,000,000 (or up to $8,050,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the private placement will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered 16 Table of Contents in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes. Based upon current interest rates, we expect the trust account to generate approximately $400,000 of interest annually (assuming no exercise of the underwriters overallotment option and an interest rate of 0.2% per year) following the investment of such funds in specified U.S. government treasury bills or in specified money market funds. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the placement units not held in the trust account, which will be approximately $1,250,000 in working capital after the payment of approximately $750,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. The Nasdaq rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. 17 Table of Contents If our Board of Directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. Permitted purchases of public shares by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Please see Proposed Business Permitted purchases of our securities for a description of how such persons will determine which shareholders to seek to acquire shares from. There is no limit on the number of shares such persons may purchase, or any restriction on the price that they may pay. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers or their affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. 18 Table of Contents We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our sponsor, directors, officers or their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our placement shares or warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, placement shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by law or stock exchange listing requirement or we choose to seek shareholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the Nasdaq, we will be required to comply with such rules. 19 Table of Contents If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration. 20 Table of Contents If we seek shareholder approval, we will complete our initial business combination only if we receive the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our sponsor and its permitted transferees will own approximately 21.88% of our issued and outstanding ordinary shares entitled to vote thereon. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. Our amended and restated memorandum and articles of association provide that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof. Tendering share certificates in connection with a tender offer or redemption rights We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. 21 Table of Contents Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares held by them redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public shareholder and subject to the 15% limitation in connection with any such redemption right. Redemption rights in connection with proposed amendments to our amended and restated memorandum and articles of association Our amended and restated memorandum and articles of association provide that any of its provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the placement units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and in our amended and restated memorandum and articles of association, but excluding the provision of the articles relating to the appointment of directors), may be amended if approved by a special resolution under Cayman Islands law, which requires the approval of holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our 22 Table of Contents ordinary shares. Should our sponsor vote all its shares in favor of any such amendment, we would require 7,200,001, or 36.0%, of the public shares issued in this offering to be voted in favor of any such amendment for its approval (assuming no exercise of the underwriter s overallotment option and no purchase by our sponsor or its affiliates of public shares in this offering or thereafter). We may not issue additional securities that can vote on amendments to our amended and restated memorandum and articles of association or in our initial business combination. Our sponsor, which will beneficially own 21.88% of our ordinary shares upon the closing of this offering and the private placement (assuming it does not purchase units in this offering and assuming that the underwriters do not exercise their over-allotment option), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner it chooses. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us, other than funds the trustee will use to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination. We will use the remaining funds to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. 23 Table of Contents Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers, and directors have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares and placement shares if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our sponsor, officers or directors acquire public shares after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC s penny stock rules). 24 Table of Contents Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by us to our sponsor, officers or directors, or any entities with which they are affiliated, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the placement units held in the trust account prior to the completion of our initial business combination: repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; payment pursuant to the terms of an Administrative Services Agreement to our sponsor for office space, administrative and shared personnel support services, in an amount equal to $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and repayment of loans which may be made by our sponsor, members of our management team or any of their respective affiliates or other third parties to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender at the time of the business combination. The units would be identical to the placement units sold in the private placement. These payments may be funded using the net proceeds of this offering and the sale of the placement units not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or any entity with which they are affiliated. Audit committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. 25 Table of Contents Conflicts of interest Each of our officers and directors presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such obligations. 26 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001826991_trepont_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001826991_trepont_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6f432461034a5188c7ba7eb73fe231b3f93803df
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001826991_trepont_prospectus_summary.txt
@@ -0,0 +1 @@
+detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "we," "us," "company" or "our company" are to Trepont Acquisition Corp I, a Cayman Islands exempted company; "Co-Founders" are to Arun Sarin and Ori Sasson; "Companies Law" are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; "Credit Suisse" are to Credit Suisse Securities (USA) LLC, the representative of the underwriters in this offering; "directors" are to our current directors and director nominees (if any); "founder shares" are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; "initial shareholders" are to holders of our founder shares prior to this offering; "management" or our "management team" are to our officers and directors; "ordinary shares" are to our Class A ordinary shares and our Class B ordinary shares; "private placement warrants" are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; "public shares" are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public shareholders" are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a "public shareholder" will only exist with respect to such public shares; "public warrants" are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "sponsor" are to Trepont Acquisition I, LLC, a Delaware limited liability company; and "warrants" are to our public warrants and private placement warrants. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title Of Each Class Of Securities To Be Registered Amount To Be Registered Proposed Maximum Offering Price Per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount Of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2) 23,000,000 Units $ 10.00 $ 230,000,000 $ 25,093 Class A ordinary shares included as part of the units(3) 23,000,000 Shares (4) Redeemable warrants included as part of the units(3) 11,500,000 Warrants (4) Total $ 230,000,000 $ 25,093(5) (1)Estimated solely for the purpose of calculating the registration fee. (2)Includes 3,000,000 units, consisting of 3,000,000 Class A ordinary shares and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3)Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions. (4)No fee pursuant to Rule 457(g). (5)Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Our management team is led by our Co-Founders Arun Sarin, the Chairman of the Board, and Ori Sasson, our Chief Executive Officer ("CEO") and Chief Financial Officer. Our Co-Founders have over six decades of combined experience leading, advising and investing in public and private technology and telecommunications businesses. They have a track record of generating shareholder value by driving growth and initiating strategic operational improvements. Furthermore, they have experience successfully leading companies from their inception to their initial public offering ("IPO") as well as their sale. Through this experience, our Co-Founders have developed a deep, global network across entrepreneurs, operating executives, experts, investors and advisors. They have also established a history of working together to advise and invest in technology businesses. We will seek to capitalize on the experience and network of our Co-Founders to identify attractive business combination opportunities and to create value post-combination. Our Co-Founder, Arun Sarin, spent over three decades as an operator and executive in the telecommunications industry. Mr. Sarin was CEO of Vodafone Group plc ("Vodafone"; NASDAQ: VOD) from July 2003 until July 2008. As CEO, Mr. Sarin led Vodafone through a period of significant change, both strategic and organizational. Under his leadership, Vodafone developed and implemented a new strategy to become a total communications company, which included mobile, broadband and internet services, and it expanded into emerging markets. As a result, with Mr. Sarin as CEO, Vodafone more than doubled its proportionate customer base from approximately 120 million to more than 260 million. Organizationally, Mr. Sarin implemented operational improvements to integrate Vodafone s growing business and maintain its local customer focus, generating billions of dollars in synergies. He recruited a new senior management team and directed several large scale global programs across information technology ("IT") procurement and brand. While Mr. Sarin was CEO, Vodafone experienced dramatic growth and returned approximately 35 billion of capital to shareholders. Prior to Vodafone, Mr. Sarin's career in telecommunications began in 1984 at Pacific Telesis Group ("PTG"). Mr. Sarin held several roles at PTG, starting in corporate development, where he was instrumental in PTG acquiring the first cellular licenses in the US. Over the next decade, Mr. Sarin held several senior roles at PTG, co-leading the review and recommendation for the spinoff of the wireless business from PTG, which became AirTouch Communications ("AirTouch") in 1994. Subsequently, he was appointed President and Chief Operating Officer ("COO") of AirTouch in 1997. With the 1999 merger of Vodafone and AirTouch, Mr. Sarin became CEO of Vodafone's US/Asia Pacific region. The merger created approximately $50 billion dollars in enterprise value for AirTouch shareholders from the time of IPO to the time of the sale. Due to his operational and industry expertise, Mr. Sarin has served as a trusted advisor to many businesses, including investment firms, startups and the Fortune 500. After his retirement from Vodafone, he was a Senior Advisor to KKR & Co., Inc. ("KKR"; NYSE: KKR) from 2009 to 2014. He also served on the Advisory Board of Accel-KKR LLC ("Accel-KKR") from 2009 to 2019 and as a Non-executive Director of Cisco Systems ("Cisco"; NASDAQ: CSCO) from 2009 to 2020 . Mr. Sarin remains a Senior Advisor to Accel-KKR. Mr. Sarin currently serves on the boards of several technology companies and is an active investor across the technology and telecommunications sectors in Silicon Valley and India. He is a Non-executive Director of Accenture PLC (Accenture Plc ("Accenture"; NYSE: ACN), Charles Schwab Corporation ("Charles Schwab"; NYSE: SCHW) and ANI Technologies/OLA ("Ola"), and he serves as the Chairman for Cerence Inc. ("Cerence"; NASDAQ: CRNC). Our other Co-Founder, Ori Sasson, has over three decades of experience as an entrepreneur and investor in disruptive technology companies. In 1990, Mr. Sasson founded Scopus Technology ("Scopus"), a pioneer in enterprise customer relationship management software. Mr. Sasson served as Chairman and CEO of Scopus from its founding through its IPO in 1996 and its eventual sale to Siebel Systems ("Siebel") in 1998. In 1999, Mr. Sasson was appointed CEO of Genesys Telecommunications Laboratories ("Genesys"), a provider of computer telephony integration and enterprise interaction management solutions. As CEO, Mr. Sasson, The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted SUBJECT TO COMPLETION, DATED NOVEMBER 16, 2020 PRELIMINARY PROSPECTUS Trepont Acquisition Corp I $200,000,000 20,000,000 Units Trepont Acquisition Corp I is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we have not completed our initial business combination within 18 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Trepont Acquisition I, LLC, has committed to purchase an aggregate of 8,000,000 warrants (or 8,900,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $8,000,000 in the aggregate (or $8,900,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our initial shareholders, which include our sponsor, currently own an aggregate of 5,750,000 Class B ordinary shares, up to 750,000 of which may be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Currently, there is no public market for our units, Class A ordinary shares or warrants. We have applied to list our units on the New York Stock Exchange, or NYSE, under the symbol "TACA.U." We expect that our units will be listed on the NYSE on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus (or the immediately following business day if such 52nd day is not a business day) unless Credit Suisse Securities (USA) LLC, the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on the NYSE under the symbols "TACA" and "TACA.WS," respectively. We are an "emerging growth company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See "Risk Table of Contents expanded Genesys global market reach and recruited an elite international management team. After approximately one year as CEO, Mr. Sasson spearheaded the sale of Genesys to Paris-based Alcatel (NYSE: ALU) for approximately $1.9 billion. In total, Mr. Sasson has founded and seed funded multiple companies that have created billions of dollars in market value. Mr. Sasson has utilized his extensive operational experience as an entrepreneur to build a successful career as a technology investor. Prior to founding Primera Capital LLC ("Primera") in 2007, he was a partner at Apax Partners ("Apax"), a private equity firm. As General Partner of Primera, Mr. Sasson leverages his operational knowledge, board experience and network connections to help his portfolio companies. Mr. Sasson s strategy is to invest in extraordinary products, opportune markets and daring entrepreneurs with unwavering visions. Mr. Sasson has funded some of the world s most transformative technology companies over the past two decades. His investments include VMware, Inc. ("VMware"; acquired by EMC), Chegg, Inc. ("Chegg"; NYSE: CHGG), Fandango Media LLC ("Fandango"; acquired by Comcast), Houzz, Inc. ("Houzz"), HomeLight, Inc. ("HomeLight"), Tipalti, Inc. ("Tipalti") and Duda, Inc. ("Duda"). He incubated and served as a board member of GT Nexus, Inc. ("GT Nexus"), a cloud-based global commerce platform, until facilitating its sale to Infor, Inc. ("Infor") for approximately $675 million in August 2015. Mr. Sasson is also the former CEO of Mobileum, Inc. ("Mobileum"), a roaming software and analytics company, which he incubated and eventually helped sell to Audax Private Equity ("Audax") in 2016. He currently serves as Vice Chair and CEO of Airlinq, Inc. ("Airlinq"), a connected car and IoT platform company, and sits on the Board of Directors of Mobileum, Lifelink.com, Inc. ("LifeLink"), Jitterbit, Inc. ("Jitterbit") and Air Protein. Business Strategy We believe we are at the very early stages of a decades-long digital transformation driven by software, new technologies and industry innovation. Our business strategy is to identify and complete our initial business combination with a technology company that complements the experience of our Co-Founders and can benefit from their operational and investment expertise. While we may pursue an initial business combination in any sector, we intend to focus on companies across software, communications, artificial intelligence, machine learning, data, analytics, 5G, IoT, cloud, edge, security, services and related areas. We believe Mr. Sarin s and Mr. Sasson s unique industry experience and long-standing, global network leave them well-positioned to access a broad spectrum of unique opportunities. Through their success both operating, advising and investing in businesses across technology and telecommunications, our Co-Founders have developed a distinctive combination of capabilities including: deep entrepreneurial, managerial and investment expertise, with an extensive track record of value creation; proprietary sourcing channels, comprising entrepreneurs, operating executives, experts, financial sponsors, advisors and others; experience deploying a unique and broad value creation toolkit including identifying value enhancements, recruiting world-class talent and delivering elite operating efficiency by consistently exceeding synergy targets; and an extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership. Upon completion of this offering, our Co-Founders will communicate with their global network of relationships to articulate the parameters for our search for a potential business combination and begin the process of pursuing and reviewing potential opportunities. Table of Contents Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and guidelines. We will seek to pursue targets that we believe: have a large addressable market with a strong existing potential customer base; have a differentiated or unique product and technology offering with multiple avenues for growth and margin expansion; have strong, experienced management teams, or provide a platform to assemble an effective management team with a track record of driving sustainable growth and profitability; provide a platform for add-on acquisitions, which we believe will be an opportunity for our Co-Founders to deliver incremental shareholder value post-acquisition; have a defensible market position, with demonstrated advantages when compared to their competitors and which create barriers to entry against new competitors; are at an inflection point, such as requiring additional management expertise, or are able to innovate through new operational techniques, or where we believe we can drive improved financial performance; are fundamentally sound companies that are underperforming their potential; exhibit unrecognized value and other characteristics, and a need for capital to achieve the company s growth strategy, that we believe have been mis-valued by the marketplace based on our analysis and due diligence review; will offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved capital structure that will be weighed against any identified downside risks; and can benefit from being publicly traded, are prepared to be a publicly traded company, and can utilize access to broader capital markets. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors and criteria that our Co-Founders may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us. Initial Business Combination The rules of the NYSE require and our amended and restated memorandum and articles of association provide that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting commission held in trust) at the time of our signing a definitive agreement in connection with our Table of Contents initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination upon standards generally accepted by the financial community. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business Table of Contents activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Prior to the date of this prospectus, we filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Risk Factors Summary Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled "Risk Factors" immediately following this prospectus summary. These risks include, but are not limited to, risks associated with: being a blank check company with no operating history and no revenues; completing our initial business combination without the support of a majority of our public shareholders; your ability to effect an investment decision only by redeeming shares for cash; our ability to approve the initial business combination without affording public shareholders a vote; our ability to complete our initial business combination; our public shareholders ability to exercise redemption rights; the requirement that we complete our initial business combination within 18 months; our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic; the possibility that NYSE may delist our securities from trading on its exchange; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; being declared an investment company under the Investment Company Act or being classified as a passive foreign investment company; complying with changing laws and regulations; the grant of registration rights which may inhibit the completion of our initial business combination or adversely affect the market price of our Class A ordinary shares; our expectations around the performance of the prospective target business or businesses; our ability to select an appropriate target business or businesses; our pool of prospective target businesses; the issuance of additional Class A ordinary shares that may dilute the interest of our shareholders; the ability of our officers and directors to generate a number of potential business combination opportunities; our sponsor, officers and directors losing their entire investment in us if our initial business combination is not completed; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our potential ability to obtain additional financing to complete our initial business combination; our ability to amend the terms of warrants in a manner that may be adverse to the holders of public warrants; our ability to redeem your unexpired warrants prior to their exercise at a time that would make them worthless; our public securities potential liquidity and trading; and acquiring and operating a business in foreign countries. Corporate Information Our executive offices are located at Four Embarcadero Center, Suite 1400, San Francisco, CA 94111, and our telephone number is (415) 295-4488. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date Table of Contents on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to "emerging growth company" will have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not exceed $700 million as of the prior June 30. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001827669_omnichanne_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001827669_omnichanne_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f8a7424090e759820c3b5b48199cc3088acf350f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001827669_omnichanne_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to our certificate of incorporation to be in effect as of the date of this prospectus; common stock are to our Class A common stock and our Class B common stock; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; directors are to our current directors and director nominees; founder shares are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; sponsor are to Omnichannel Sponsor LLC, a Delaware limited liability company; and we, us, company or our company are to Omnichannel Acquisition Corp., a Delaware corporation. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture of 937,500 founder shares by our initial stockholders for no consideration. General We are a newly incorporated blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination with a company in any sector or geography, we intend to focus our search on omnichannel businesses technology-enabled cross-channel retail and consumer services including the direct-to-consumer ( DTC ) / e-commerce retail, consumer healthcare, consumer marketplaces, consumer services and related sectors in North America with enterprise values from $1 billion to $2.5 billion. We seek to capitalize on the extensive experience of our Chairman and Chief Executive Officer, Matt Higgins, a leading omnichannel expert with broad experience as a founder, investor and acquirer of consumer companies at all growth stages. As both an investor and an operator, Mr. Higgins has extensive exposure to industry and acquisition trends, evaluating dozens of concepts of a variety of sizes every year, and possesses a vast network of relationships, 1 Table of Contents with access to highly sought-after industry subject matter experts. Collectively, our leadership team, board of directors and advisors have decades of experience as executives, growing omnichannel consumer, retail and technology concepts from infancy to scale, and managing such companies as public companies. To thrive in this era of accelerated adoption of e-commerce and disruption of retail, brick and mortar legacy consumer businesses need to evolve into true omnichannel offerings, capable of serving customers wherever and whenever they prefer to transact. Conversely, digitally native brands that seek to scale will still require physical retail touchpoints where consumers can interact with and experience the brand. Underpinning this massive shift is a concomitant change in consumer preferences favoring mission-driven brands. Consumers increasingly expect their favorite brands to take a stand, directing their spending to the brands that align most with their own values. Our team has the depth of skills and experience to guide any consumer business through this evolution and unlock value. We believe that we are well qualified to acquire and scale the next category leader. Our Leadership Our leadership team members are experienced operators, with deep experience driving growth by optimizing operations, brand resonance, and technological systems. Collectively they possess a wide-ranging set of competencies, with financial acumen and an extensive track record of growth and value creation. Matt Higgins is the Chairman and Chief Executive Officer of Omnichannel Acquisition Corp. He is also the Chief Executive Officer of RSE Ventures, an incubator and investment firm that he co-founded in 2012 to pursue opportunities in the sports, media, entertainment, food, and technology sectors. Higgins deep operating experience spans multiple industries over his 25-year career, which he draws upon to help founders navigate complex situations in order to reach their full potential. A lifelong New Yorker, Mr. Higgins spent much of his early career in public service at the site of the worst terrorist attack on U.S. soil. He was appointed one of the first employees and ultimately Chief Operating Officer of the Lower Manhattan Development Corporation, the $2 billion dollar federally funded government agency created to plan and oversee the rebuilding of the 16-acre World Trade Center site. Mr. Higgins helped organize the largest international design competition in history, culminating in Reflecting Absence, the September 11th National Memorial, and the development of One World Trade Center, the tallest building in the United States. After transitioning to the private sector, Mr. Higgins spent 15 years affiliated with the National Football League, overseeing business operations for two NFL franchises. At RSE Ventures ( RSE ), Mr. Higgins has incubated numerous businesses and successfully backed many challenger brands from inception, including RESY, an OpenTable competitor that American Express acquired in 2019; Drone Racing League, the world s premier drone racing circuit; and the International Champions Cup, the largest privately-owned soccer tournament featuring Europe s top clubs. Starting in 2016, he broadened RSE s focus to rapidly expanding food concepts including David Chang s Momofuku, Fuku, Milk Bar, &pizza, and Bluestone Lane. Mr. Higgins has a deep lens into consumer trends through RSE s partnership with Gary Vaynerchuk in the leading digital-first marketing firm VaynerMedia. Mr. Higgins was the agency s first client over a decade ago and RSE went on to acquire a significant ownership stake in the business. The agency has over 900 employees and is regarded as one of the top advisors to Fortune 500 companies on emerging marketing strategies before they go mainstream including, for example, serving as the U.S. agency of record for TikTok. Through RSE, Mr. Higgins also teamed up with Jesse Derris to launch a brand strategy and communications firm that over the years has represented a number of leading DTC brands, including Warby Parker, Harry s, Reformation and Everlane. Through RSE s affiliated venture fund, Amity Supply, Mr. Higgins is an early shareholder in many disruptive brands, including Hims. Mr. Higgins is an Executive Fellow at the Harvard Business School, where he co-teaches a course on emerging consumer trends with Professor Len Schlesinger, Moving Beyond DTC, through Harvard s Short Immersive Program (SIP). Mr. Higgins also has been a guest shark on ABC s hit show, Shark Tank, appearing on seasons 10 and 11, and Harper Collins William Morrow imprint will release his book, Burn the Boats!, in 2022. In 2019, he received the Ellis Island Medal of Honor, joining the ranks of seven former U.S. presidents, Nobel Prize winners and other leaders for work to improve society. He is also a longstanding board member of Autism Speaks. Mr. Higgins received his Bachelor of Arts in political science and honorary doctorate from Queens College and his J.D. from Fordham Law, where he was a member of the Fordham Law Review. 2 Table of Contents Christine Pantoya is the Chief Financial Officer of Omnichannel Acquisition Corp. and brings extensive digital media and entertainment industry expertise to the company. She is the Chief Commercial Officer and Head of Strategy for FANchise, a professional football e-sports platform backed by Lightspeed VC, Verizon Venture and others. Mrs. Pantoya was previously Senior Vice President and Global Head of Mobile and Direct-to-Consumer at the National Basketball Association, where she developed, operated, and grew the NBA s digital subscription business for both live and on demand content. Mrs. Pantoya was also Vice President, Corporate Strategy and Development at Verizon where she led acquisition efforts for multi-billion dollars in assets, including the acquisition of AOL. Prior to Verizon, she was Vice President of Sales and Marketing at Cox Communications where she helped transform the cable operator s sales efforts in one of its largest regions. Mrs. Pantoya also held senior operating roles at Enhanced Wireless, Clearwire, Sprint Nextel, and PrimeCo. Mrs. Pantoya is a board member and sits on the audit committee of Ryman Hospitality Properties, a publicly traded hospitality group that owns more than 2.7 million square feet of destination hotels, resorts, and convention centers and owns and operates media and entertainment assets including the Grand Ole Opry and the Ryman Auditorium in Nashville. Mrs. Pantoya received her bachelor s degree in Spanish and her Master of Business Administration from Old Dominion University. Austin Simon is the Chief Operating Officer of Omnichannel Acquisition Corp. and brings broad consumer sector investment experience to the company. Previously, Mr. Simon was an associate at Kainos Capital, a private equity firm dedicated to the consumer sector. Prior to joining Kainos, Mr. Simon was an associate at BlackRock in the U.S. Private Capital group, a principal investment team focused on private equity and credit investments in middle market companies. At BlackRock, Mr. Simon s team led the formation of Gordon Brothers Finance Company, a retail industry-focused investment platform jointly managed by BlackRock U.S.P.C. and Gordon Brothers Group. Mr. Simon started his career at Deutsche Bank as an analyst in the consumer and retail industry coverage group. He received his bachelor s degree in Economics from Tulane University, summa cum laude, and his Master of Business Administration from The Wharton School. Our Directors Our leadership team s skills are complemented by our directors and advisors, who bring significant operating experience and relationships throughout the consumer and retail industries. In addition to Matt Higgins, Bobbi Brown, Albert Carey, Priya Dogra, Vicky Free, Mark Gerson and Emmett Shine are director nominees. Bobbi Brown is a beauty industry titan: a world-renowned makeup artist, best-selling author, sought-after speaker, and serial entrepreneur. As a professional makeup artist, Bobbi created a line of 10 lipsticks that evolved into Bobbie Brown Cosmetics, a global beauty empire acquired by Estee Lauder in 1995. The line is now sold in more than sixty countries around the world. Upon her departure in 2016 as longtime Chief Creative Officer of Bobbi Brown Cosmetics, Mrs. Brown launched Beauty Evolution, a modern lifestyle company for all things wellness, beauty, and everything in between. Beauty Evolution has facilitated the launch of three new brands: EVOLUTION_18, a line of lifestyle-inspired wellness and beauty ingestible products; justBOBBI.com, an editorial platform; and THE GEORGE, a boutique hotel. Mrs. Brown s gift for translating trends into real-life applications has made her a sought-after expert for television, magazines, newspapers, and digital platforms. She is the Beauty & Lifestyle Editor of Elvis Duran and The Morning Show, has her own podcast, and pens columns for Charlotte s Book, PureWow, and Naturally, Danny Seo. She is the author of nine books, including many New York Times bestsellers. Mrs. Brown has received wide recognition, including the Glamour Woman of the Year Award, the Fashion Group International Night of Stars Beauty Award, and the Jackie Robinson Foundation s ROBIE Humanitarian Award. She was appointed by President Obama to the Advisory Committee for Trade Policy and Negotiation and has been inducted into the New Jersey Hall of Fame. Mrs. Brown earned her Bachelor of Fine Arts from Emerson College and holds honorary doctorate degrees from Montclair State University, Fashion Institute of Technology, Monmouth University, and Emerson College. Albert Carey is a consumer products brand building expert and operator with decades of experience stewarding some of America s most iconic food and beverage brands. Mr. Carey previously served as the Chief Executive Officer of PepsiCo North America, where he was responsible for leading PepsiCo s North America Beverage business, Frito Lay North America, and the North America Nutrition business. He was promoted to that role in 2016 after decades of experience at PepsiCo working across the snacks and beverages portfolio. He served as president and CEO of Frito-Lay North America, where he led the snack and convenient foods business, and as president of PepsiCo Sales, where he led sales and customer management for the company s retail, foodservice and fountain businesses. Prior to joining PepsiCo in 1981, Mr. Carey worked at Procter & Gamble for seven years. 3 Table of Contents Mr. Carey is on the board of directors of The Home Depot and Unifi. In addition, he is on the Board of Trustees and the Dean s advisory council of the Robert H. Smith School of Business at the University of Maryland. Mr. Carey holds a Bachelor of Science in Government and Politics from the University of Maryland. Priya Dogra currently serves as the President, WarnerMedia for Europe, the Middle East, Africa, and Asia (excluding China). She is responsible for various commercial and content activities, including theatrical distribution, advertising, affiliate sales, content sales, programming, production as well as the operations of the company s linear channels across the regions. Mrs. Dogra has been in the media sector for over a decade and prior to this role, she served as the head of Strategy & Corporate Development for WarnerMedia with responsibility for driving the company s overall corporate growth initiatives and their direct-to-consumer strategy internationally. Previously, Mrs. Dogra served as the head of Mergers & Acquisitions for Time Warner and was involved in the acquisition of Time Warner by AT&T. She has extensive public company deal experience and considerable background in direct-to-consumer activities. Prior to WarnerMedia, Mrs. Dogra spent seven years at Citigroup in the Media and Telecom Investment Banking group. Vicky Free has more than 25 years of experience in marketing and brand management. She was appointed as the senior vice president of global marketing of Adidas in November 2020 and was formerly the senior vice president and Chief Marketing Officer for Novant Health, where she oversaw and implemented the organization s marketing strategies including brand, market research, paid media and campaign management, digital engagement as well as insights and analytics. Mrs. Free was previously the senior vice president of global brand strategy, marketing and creative for Disney/ABC International, where she led the overall brand strategy, marketing campaign development, retail marketing and digital initiatives to drive sales, ownership and consumption of Walt Disney Studios Theatrical in-home content and ABC Television Distribution content. Prior to working at Disney/ABC International, Mrs. Free served as executive vice president and chief marketing officer for BET Networks, where she led brand strategy and consumer advertising across the BET Networks enterprise. Mrs. Free also held several marketing leadership positions with Time Warner, including Turner Networks, TNT, TBS and TCM. Prior to her work in national media, Mrs. Free worked with McDonald s Corporation to develop annual marketing campaigns for women and multicultural markets. Mrs. Free is a member of the Executive Leadership Council and on the board of directors for PromaxBDA, serving as the Secretary of the Executive Board, and is a member of the University of South Carolina Dean s Advisory Board. She has been recognized for her executive leadership and marketing expertise by Ad Age, Ebony, UpTown, CableFax 50 Most Powerful Women & Minorities in Cable (2008-2018), NAMIC, Multicultural TV Leadership Awards, PromaxBDA, Black Enterprise, The Network Journal, and Delta Sigma Theta Sorority Inc. Mrs. Free earned her Bachelor of Arts in mass communications from the University of South Carolina and a Master of Business Administration from the Kellogg School of Management at Northwestern University. She has also earned leadership certifications from UCLA s Anderson Graduate School of Management and Harvard University. Mark Gerson is an entrepreneur in the private and non-profit sectors. He is the co-founder of the Gerson Lehrman Group (GLG) and several other companies in industries ranging from healthcare services to enterprise software, and of a venture studio (Create) that is launching companies across a number of diversified industries as well. He has been a seed round investor in companies in industries from diversified consumer products to biotechnology. Mr. Gerson is also the co-founder and Chairman of United Hatzalah, the crowd-sourced network of volunteer first responders throughout Israel with affiliates throughout the world. He is also the co-founder and Chairman of the Africa Mission Healthcare Foundation, which supports the work of medical missionaries in Africa through clinical care, training and infrastructure. He has a regular column on the Torah on the Christian Broadcasting Network, and his book, The Telling- How Judaism s Essential Book Reveals the Meaning of Life is forthcoming from St. Martin s Essentials in March 2021. Mark received his bachelor s degree from Williams College, summa cum laude, and received his J.D. from Yale Law School. Emmett Shine is the Co-Founder and Executive Creative Director of Pattern, a family of consumer brands that work together to help people enjoy daily life. Each brand provides the essentials to make, shape, and grow a home the center of daily life. Prior to Pattern, Mr. Shine founded Gin Lane, serving as President and Executive Creative Director over its 12-year run. Gin Lane helped usher in a new wave of consumer-led, digital-first brands, helping to launch and grow Harry s, SmileDirectClub, Sweetgreen, Hims, Stadium Goods, Quip, Recess, Haus, Sunday Goods, and many more. Mr. Shine is on the founding team of JAJA Tequila and an advisor to Care/Of, Sunday Goods, Swell Energy, Shhhowercap, and Recess. He attended NYU s Tisch School of the Arts for Photography & Imaging, dropping out senior year to start his first business, LOLA New York. 4 Table of Contents Our Advisors Lyle Ayes is an experienced deal maker who has executed over $100 billion of public and private M&A transactions throughout his career. Mr. Ayes was most recently an Operating Partner at RedBird Capital Partners, a private investment firm, where he focused on deals in the consumer, media and sports sectors. Prior to joining RedBird, Mr. Ayes served as Head of Sports Advisory for LionTree Advisors, a TMT-focused merchant bank. Before joining LionTree, Mr. Ayes was at Evercore, where he served as a Managing Director of the firm s corporate advisory business and co-head of the firm s Sports practice. Earlier in his career, Mr. Ayes was an Executive Director of Morgan Stanley s Mergers & Acquisitions Department, where he focused on the media, consumer, sports and healthcare industries. Mr. Ayes has advised on the closing of notable transactions including: RedBird s sale of On Location Experiences to Endeavor; Forstmann Little s $2.4 billion sale of IMG to WME / Silver Lake Partners; Pfizer s $11.85 billion sale of Pfizer Nutrition division to Nestl ; P&G s $2.7 billion sale of Pringles to Kellogg; OTPP s $2.1 billion sale of MLSE to Bell/Rogers; BJ s Wholesale s $2.8 billion sale to CVC / LGP; Pfizer s $2.4 billion sale of Capsugel division to KKR; Danaher s $6.8 billion acquisition of Beckman Coulter; Schering-Plough s $41.1 billion merger with Merck; PepsiCo s acquisition of Naked Juice; and HCA s $33 billion sale to an investor group led by KKR, Bain Capital and ML Private Equity. Mr. Ayes received a B.A. in Political Science from the University of Colorado where he graduated summa cum laude, and a J.D. from Harvard Law School where he graduated cum laude. Delphine Bernard is a global finance leader with experience developing and scaling business infrastructure to support accelerated growth. She is the Chief Financial Officer of kinship, a technology division of Mars Petcare. In addition to her CFO role, she is an advisor to the Companion Funds, a $100 million fund investing in the future of pet care. Mrs. Bernard was previously the Global Head of Finance Operations at Uber, where she readied the organization for Uber s initial public offering. Mrs. Bernard was previously a director on the board of Uber Freight and held multiple seats on boards of directors for Uber s international subsidiaries. Mrs. Bernard was previously the Senior Financial Controller for Microsoft s Skype division. She has a Master of Business Engineering from Louvain School of Management and a bachelor s degree from the Universit Catholique de Louvain. Ms. Bernard is also an alumna of Harvard Business School s Executive Education program. Katie Hunt is the Co-Founder and Chief Revenue Officer of Showfields, an experiential pop-up concept reimagining the retail experience for traditionally DTC brands. She began her career as the third employee of Warby Parker and served as the Chief Brand Officer for Hinge, where she led the charge for their relaunch and rebrand, and has worked extensively with startups in branding, product development, marketing, operations, and fundraising. Past clients include AB InBev, Soludos, The Arrivals, and Onomie. Ms. Hunt is also the Co-Founder of The Fund, which is a venture capital fund composed of a community of over 80 New York founders and operators that invests in and mentors early stage companies in NYC. Ms. Hunt earned her bachelor s degree from Brown University. Denise Lambertson is the founder of LMS, a boutique agency that focuses on entertainment and influencer marketing solutions for growth-stage and emerging brands. Mrs. Lambertson pioneered marquee celebrity and athlete partnerships for start-up companies that have generated transformational returns for consumer brands. Mrs. Lambertson previously worked on Madonna s team overseeing multiple world tours and #1 selling albums, and also has a strong track record of identifying emerging trends as the Founder and Managing Partner of Constellation Capital, a venture capital fund with celebrity LPs focused on high-growth consumer categories. Mrs. Lambertson earned her bachelor s degree from the University of Massachusetts in Amherst. Claudia Lezcano has more than 20 years of marketing and general management experience working with iconic brands including Burger King, the NFL s Miami Dolphins, and the MLB s Miami Marlins. Ms. Lezcano has helped numerous high-profile organizations drive growth and build brand loyalty on a local, national, and global scale and specializes in the areas of Hispanic and multicultural marketing. Ms. Lezcano is the AVP of Product Marketing for Celebrity Cruises, where she is responsible for the strategic oversight and execution of brand marketing for all products and experiences. She was also the Head of Marketing for the Miami Marlins, where she was responsible for enterprise-wide marketing efforts including strategy, engagement, creative services, and digital/social community engagement. Prior to the Marlins, she was the SVP and CMO of the Miami Dolphins and was the first female CMO in the NFL. Ms. Lezcano was also VP of North America Marketing Communications for Burger King Corporation. At Burger King, Ms. Lezcano managed a $300+ million marketing budget and oversaw all media, advertising, digital, 5 Table of Contents social and merchandising efforts including over 30 national advertising campaigns. Ms. Lezcano earned her Bachelor s degree in marketing from the University of Miami. Maggie Lu is the Co-Founder and Chief Operating Officer at Ever/Body, a haven for high performance beauty services, built around a mission to provide a more accessible and inviting experience for cosmetic dermatology services. Prior to founding Ever/Body, Ms. Lu was an early employee of Peloton Interactive, where she held multiple executive roles including Senior Vice President of Strategy and Special Projects, General Manager of Digital Business and New Ventures, and Head of Business Operations. She built and grew Peloton s content subscription business, bringing Peloton s fitness content to a broad market across multiple platforms and developing expertise building and growing a digital DTC brand. Prior to Peloton, she was an Associate Principal at McKinsey with a focus on commercial transformation in consumer health, packaged goods, and retail industries. Ms. Lu earned her Master of Business Administration from Harvard Business School and her bachelor s degree from Fudan University. Elyse Propis worked at Uber from 2014 to 2019, launching and scaling both the ridesharing and food delivery businesses. As one of the first employees of Uber Eats, Ms. Propis gained significant operating experience building new products from the ground up, navigating the complexities of a three-sided marketplace, and developing expertise in last-mile delivery. Within Uber Eats, Ms. Propis founded and led the Virtual Restaurants program, a first-of-its-kind concept that helps restaurants launch delivery-only menus out of their existing kitchens based on cuisine gaps between supply and demand. This program has materially increased revenue for thousands of restaurants across the globe, earning Ms. Propis recognition on Forbes 30 Under 30 for Consumer Technology. Prior to Uber, Ms. Propis worked in human capital consulting at Mercer from 2012 to 2014, advising clients on strategic workforce planning, executive and broad-based compensation setting, and incentive plan design. Ms. Propis earned her Bachelor of Arts in Mathematics and Economics from Washington University in St. Louis, graduating summa cum laude, and is currently earning her Master of Business Administration from Harvard Business School. Len Schlesinger is a renowned professor and Baker Foundation Professor at Harvard Business School, where he serves as Chair of the School s practice-based faculty. Throughout his career, Mr. Schlesinger has transitioned between academic and managerial roles in both education and business settings. He served as President of Babson College, Vice Chairman and Chief Operating Officer at Limited Brands (now L Brands), and Executive Vice President and Chief Operating Officer at Au Bon Pain. He is also a long-standing Board member of Restoration Hardware. Mr. Schlesinger is a prolific author and has lectured and consulted on strategy, service quality, customer satisfaction, entrepreneurship, human resources, and organizational change for over 250 major corporations, non-profit organizations, governments, and international leadership organizations around the world. Mr. Schlesinger serves as a Director of Viewpost LLC, Next Level Pizza, Inc., MassChallenge, a Trustee of Wheaton College, and member of the President s Council of the Franklin W. Olin College of Engineering. Mr. Schlesinger also serves on the Advisory Boards of The College for Social Innovation, and Datapoint Capital. He also serves as an advisory council member of Goldman Sachs 10,000 Small Businesses Initiative, and as a member of both the Council on Competitiveness and the Council on Foreign Relations. Mr. Schlesinger has authored or co-authored 14 books on business including Just Start: Take Action, Embrace Uncertainty, Create the Future (Harvard Business School Press) and The Value Profit Chain: Treat Employees Like Customers and Customers Like Employees. He holds a Doctor of Business Administration from Harvard Business School, a Master of Business Administration from Columbia University, a Bachelor of Arts in American Civilization from Brown University, and an Honorary Doctor of Laws from Babson College. Sengal Selassie is an experienced investor with decades of capital structuring expertise. He is the co-CEO and co-founder of Brightwood Capital Advisors, a leading alternative asset manager that provides private debt and equity capital solutions to U.S. companies. He is a member of Brightwood s executive committee and serves on the investment committee of all Brightwood-managed funds. Prior to co-founding Brightwood in 2010, Mr. Salassie co-founded Cowen Capital Partners ( CCP ) and served as Managing Partner. At CCP, he successfully led the fund s spinout from Soci t G n rale, forming Trinity Equity Holdings. Mr. Salassie joined CCP from SG Capital Partners ( SG Capital ), CCP s predecessor fund where he worked from 1998 through 2006. At SG Capital he was a Managing Director and served as group head starting in 2002 and served as President and CEO of the fund s captive small business investment company, SGC Partners II, from 2002 to 2004. Prior to SG Capital, he worked in the Mergers & Acquisitions Group at Morgan Stanley, specializing in Media and Telecommunications. He began his career at Goldman, Sachs & Co. in 1990. 6 Table of Contents Mr. Selassie has also served on a number of portfolio company boards of directors, including: Poco Graphite, Viawest Internet Services, Ricerca Biosciences, MC2 and Five Star Food Services. Mr. Salassie holds an A.B. in Economics, magna cum laude, from Harvard College and an M.B.A. and J.D. with honors from Harvard University. Scott Tannen is a serial entrepreneur with experience building mission-driven direct to consumer brands and digital media businesses. Mr. Tannen is the founder and CEO of Boll & Branch, a leading designer and retailer of luxury home goods that are ethically made and sustainably sourced. Under Mr. Tannen s leadership, Boll & Branch has developed socially responsible, industry-leading supply chain practices that prioritize sustainability and social impact. Mr. Tannen has also led the company s evolution from an exclusively ecommerce business focused on bedding products to an omnichannel business with retail and wholesale channels offering a wide range of luxury textile home goods. The company s mission-driven product line has resonated with millions of customers interested in supporting ethical and sustainable production. Mr. Tannen was also the founder and President of Funtank, a branded online entertainment publisher that acquired Candystand.com, one of the web s first branded casual gaming portals, from the Wm. Wrigley Jr. Company. Mr. Tannen was responsible for the management of Candystand.com and oversaw significant growth of the business before it was sold to Publishers Clearing House in 2010. Before founding Funtank, Mr. Tannen previously worked at the Wm. Wrigley Jr. Company and at Nabisco/Kraft Foods in a variety of digital communications and marketing roles. Mr. Tannen s marketing and creative accomplishments have been recognized by the advertising and communications industry with awards including Gold and Bronze Clio Awards, a Webby Award, Silver and Bronze One Show Pencils, a Gold EFFIE, a Silver ADDY, an ANDY Award, and a Cannes Lions. Mr. Tannen received his bachelor s degree from Vanderbilt University. Christina Tosi is the Chef, Founder, and Chief Executive Officer of Milk Bar, where she has transformed a historically brick and mortar bakery business to a thriving omnichannel concept, including e-commerce and grocery. Mrs. Tosi was referred to as one of the most creative people by Fast Company, is a two-time James Beard award winner, was named one of Fortune Magazine s 40 Under 40, and is the author of three cookbooks published by Clarkson Potter. She is a judge on the hit cooking competition series Masterchef and Masterchef Junior and was the subject of an episode of Chef s Table, the Emmy-nominated docu-series on Netflix. Mrs. Tosi has made headlines in the New York Times, Forbes and other publications, appeared on Late Night with Jimmy Fallon and The Today Show, and has graced the covers of Adweek and Cherry Bombe. Mrs. Tosi continues to redefine American dessert culture and the channels through which consumers can access beloved brands. Gary Vaynerchuk is the Chairman of VaynerX, a modern-day media and communications holding company, and the Founder and Chief Executive Officer of VaynerMedia, a full-service advertising agency servicing Fortune 100 clients including General Electric, PepsiCo, Johnson & Johnson, and was responsible for a record three advertisements in the last Super Bowl. VaynerX includes Gallery Media Group, which houses women s lifestyle brand PureWow and men s lifestyle brand ONE37pm. In addition to leading VaynerMedia, Mr. Vaynerchuk also serves as a partner in the athlete representation agency VaynerSports. Mr. Vaynerchuk is a board/advisory member of Ad Council and Pencils of Promise and is a longtime Well Member of Charity:Water. Mr. Vaynerchuk is also a highly sought-after public speaker, a five-time New York Times bestselling author, and a prolific angel investor with early investments in companies such as Facebook, Twitter, Tumblr, Venmo, and Uber. Mr. Vaynerchuk has amassed a global following of more than 15 million people across social media channels. Our Opportunity We believe the U.S. consumer products and services sector has experienced a massive shift toward omnichannel businesses and brands. We believe the most successful modern-day consumer companies strive to remove friction from the buying experience and enable their customers to seamlessly toggle from one channel to another. This shift to omnichannel has been driven by multiple long-term trends, including: Legacy Retail Pursuing Digital Transformation: E-commerce has grown exponentially in the U.S. and is expected by eMarketer s US E-commerce 2020 Report to grow 32% in 2020 and account for approximately 14% of total retail sales. This growth has put pressure on traditional retail brick and mortar ( B&M ) operations to mimic the personality of digital native brands, including content engines, community centric initiatives and enlightened corporate values. Retailers are now embracing e-commerce and online engagement, with e-commerce penetration accelerating across consumer products and services, underscoring the importance of a digital strategy 7 Table of Contents Digital First Brands Embracing Retail: DTC brands are finding the need for physical touch points to sustain growth as customers demand brand experiences, creating physical retail locations as curated showroom or community space, enhancing the brand with more consumer touchpoints and the ability to differentiate through building an engaged community around the brand. Mission Driven Brands: The modern-day consumer increasingly favors mission-driven companies and expects their preferred brands to take a stand and stand for something. They redirect their spending to those that align most with their own core values, driving down churn and driving up long term value. More than ever before, an opportunity exists to create a values-based community around a brand effectively building a moat through positive societal impact. Convergence of Physical and Digital: Emergence of B&M / DTC partnerships (e.g. Walmart s acquisition of Bonobos and other brands and Target Corporation s and CVS s respective partnerships with numerous DTC businesses) and retailers like Showfields reduce the barriers to entry for DTC brands pursuing an omnichannel strategy and offer to enhance customer experience, e.g. executing last mile delivery Increased Operating Complexity from Channel Fragmentation: Increased fragmentation of marketing channels and distribution channels requires sophisticated customer segmentation strategy, with new channels to master with new technology on the horizon including voice interface We believe the transition to omnichannel businesses will require the infrastructure and competencies necessary to strike a balance between providing physical touchpoints to address customers demand for experiences while maintaining the personality and voice of digital native brands through content engines, community centric marketplaces, and enlightened corporate values. Increased fragmentation of marketing and distribution channels will also require sophisticated customer segmentation strategy to capitalize on the infinite customer segmentation present in the industry. The current crisis brought on by the COVID-19 pandemic has accelerated many of the trends that have driven this transition to omnichannel strategies, including accelerating consumer adoption of e-commerce, migration away from malls, adoption of delivery and increased consumer expectation of immediate gratification, and the redistribution of the workforce from centralized business districts to suburban transit corridors. Collectively, we understand the challenges companies face through this shift to omnichannel. We believe the COVID-19 pandemic provides a compelling opportunity for us to apply our deep experience in the industry, which allows us to understand the nuances of how to create value and grow customer engagement in a changing environment. Our Approach Our business strategy is to identify and complete our initial business combination with a company that complements the experiences and skills of our leadership team and can benefit from their operational expertise. Our selection process will leverage our leadership team s broad and deep relationship network, unique industry experiences and proven deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through our leadership team s extensive experience and demonstrated success both investing in and operating businesses in our target sectors and across a variety of industries. 8 Table of Contents Over the course of our leadership team s careers, they have developed experience in omnichannel operations, technology and marketing, which we believe gives us a competitive advantage. Importantly, we believe our competencies can provide the opportunity to drive value maximization, including: Customer Acquisition Funnel Optimization: Driving sales at lower customer acquisition cost ( CAC ) through marketing channel arbitrage and Shopify and Amazon optimization Improved Social Media Marketing and Early Adoption of Frontier Technology: Marketing best practices in mature (e.g. Facebook) and emerging (e.g. TikTok) platforms and massively disruptive platforms on the horizon (e.g. Voice) Brick-and-Mortar-Light Strategy: Retail emphasis on customer experience and community development; minimize capex, operating expenses, and inventory investment Brand Sensitive Evolution: Transition from pure play DTC to retail and introductions to any major retailer in the U.S., including but not limited to Walmart, Target Corporation, and Whole Foods Market Strong Content Creation: Media and content strategy to extend brand and drive relevancy Product Extensions: Expertise in product development and launching subscription digital offerings Partnership Strategy: Bespoke influencer strategy and ability to reach any major relevant celebrity to forge partnerships that drive sales and enhance EV Significant Public Company Experience: Oversee next phase of company growth We believe the target universe of consumer products and services businesses that would benefit from these omnichannel strategies is broad, creating an opportunity set across consumer sectors that include: DTC / E-commerce Brands: Sensitive brand evolution to embrace retail for expansion and community building Consumer Healthcare: Improving and expanding marketing strategy to increase adoption of new consumer healthcare delivery concepts 9 Table of Contents Consumer Marketplaces: Improving marketing strategy and logistics optimization for last mile Consumer Services: Brand building and community building to enhance retention and customer economics Upon completion of this offering, our leadership team will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. We believe that our leadership team is well positioned to identify attractive business combination opportunities with a compelling industry backdrop and an opportunity for transformational growth. Our objectives are to generate attractive returns for shareholders and enhance value through improving operational performance of the acquired company. We expect to favor opportunities with certain industry and business characteristics. Key industry characteristics include stable long-term growth trends and industry fundamentals, attractive competitive dynamics, opportunities to benefit from secular changes in consumer behavior (including shifting consumer demographics, changing consumer shopping behaviors and evolving consumer preferences), limited fad or technological disruption risks and potential consolidation opportunities. Key business characteristics include high year over year expansion, attractive market positions and competitive advantages, strong operating margins and free cash flow characteristics, opportunities for operational improvement and scalable business models. Our Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies that we believe: operate in the consumer retail, consumer products, consumer services or consumer healthcare segments; demonstrated brand success and customer retention will benefit from omnichannel strategies, including: digital transformation, DTC evolution to brick-and-mortar retail, optimization of existing retail and logistics, improved and expanded marketing strategy, brand and community building, and customer and supply chain partnerships; possess the potential to expand products and services to new channels and geographies; are led by senior management teams with demonstrated track record of driving organic revenue growth, margin improvements; are fundamentally sound but are underperforming their potential; exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace; are at an inflection point where we believe we can drive improved operating and financial performance, including through organic initiatives and/or inorganic growth opportunities that we identify in our analysis and due diligence; can benefit from our leadership team s knowledge of the target sectors, proven collection of operational strategies and tools, and past experiences in profitably and rapidly scaling businesses; 10 Table of Contents are valued attractively relative to their existing financial metrics and potential for operational improvement; and offer an attractive potential return for our shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, guidelines and criteria that our leadership team may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the Securities and Exchange Commission (the SEC ). In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. Initial Business Combination The NYSE listing rules require that we must consummate an initial business combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We anticipate structuring our initial business combination so that the post transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. 11 Table of Contents Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of that fiscal year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that fiscal year s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Our executive offices are located at 485 Springfield Avenue, #8, Summit, NJ 07901 and our phone number is (908) 271-6641. Upon completion of this offering, our corporate website address will be omnichannelcorp.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus forms. You should not rely on any such information in making your decision whether to invest in our securities. 12 Table of Contents THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 25,000,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-half of one redeemable warrant. Proposed NYSE symbols Units: OCA.U Class A common stock: OCA Warrants: OCA WS Trading commencement and separation of shares of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Citigroup Global Markets Inc. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over- allotment option. 13 Table of Contents Units: Number outstanding before this offering 0 Number outstanding after this offering 25,000,000(1) Common stock: Number outstanding before this offering 7,187,500(2)(3) Number outstanding after this offering 31,250,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 7,000,000(1) Number of warrants to be outstanding after this offering and the private placement 19,500,000(1) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-half of one warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. ____________ (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 937,500 founder shares by our initial stockholders for no consideration. (2) Includes up to 937,500 founder shares that will be forfeited by our initial stockholders depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 25,000,000 public shares and 6,250,000 founder shares. 14 Table of Contents Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration 15 Table of Contents statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants for cash: in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Stockholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; 16 Table of Contents at a price of $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Stockholders Warrants based on the redemption date and the fair market value of our Class A common stock (as defined below) except as otherwise described in Description of Securities Warrants Public Stockholders Warrants ; if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Stockholders Warrants Anti-dilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of our shares of Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Warrants Public Stockholders Warrants Anti-Dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A common stock shall mean the volume-weighted average price of our Class A common stock during the 10 trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Stockholders Warrants for additional information. Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination. 17 Table of Contents Founder shares On September 30, 2020, our sponsor paid $25,000 to purchase 10,062,500 founder shares, or approximately $0.0025 per share. On November 13, 2020, our sponsor surrendered 2,875,000 founder shares to us for cancellation for no consideration, resulting in our sponsor holding 7,187,500 founder shares. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 28,750,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 937,500 of the founder shares will be forfeited depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial stockholders, on an as-converted basis, at 20.0% of our issued and outstanding common stock upon the consummation of this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: Only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 18 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation (an Extension Period ) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or after 18 Table of Contents this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) we consummate a transaction after our initial business combination which results in our stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity- linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. 19 Table of Contents Appointment of Directors; Voting Rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by approval of a majority of at least 90% of the shares of our Class B common stock voting in an annual meeting. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 7,000,000 private placement warrants (or 7,750,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $7,000,000 in the aggregate (or $7,750,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $250 million (or $287.5 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 18 months from the closing of this offering or during any Extension Period, the private placement warrants will expire worthless. The private placement warrants will be non- redeemable (except as described under Description of Securities Warrants Public Stockholders Warrants Redemption of warrants for Class A common stock ) and exercisable on a cashless basis so long as they are held by their initial purchasers or their permitted transferees (except as described below under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). If the private placement warrants are held by holders other than their initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . 20 Table of Contents Proceeds to be held in trust account The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $250 million, or $287.5 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $5,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $5,750,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $8,750,000 (or up to $10,062,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 18 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $1.25 million per year, assuming an interest rate of 0.5% per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $750,000 in working capital after the payment of approximately $1,250,000 in expenses relating to this offering; and 21 Table of Contents any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.00 per warrant, at the option of the lender. Conditions to completing our initial business combination The rules of the NYSE require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We will complete our initial business combination only if the post- transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock or shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable. 22 Table of Contents Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of the NYSE. Any such price per share may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material non-public information), our initial stockholders, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases of Our Securities for a description of how our sponsor, initial stockholders, directors, officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination, (ii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met or (iii) reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange 23 Table of Contents Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares they hold and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on the NYSE we will be required to comply with the NYSE s stockholder approval rules. The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NYSE. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. 24 Table of Contents If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need only 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. 25 Table of Contents We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/ Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the date on which the vote on the proposal to approve the initial business combination is to be held. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target business, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold a stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a 26 Table of Contents means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration and expenses in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post- transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation will provide that we will have only 18 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 18-month period or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18-month time period. 27 Table of Contents Our initial stockholders have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 18 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation. However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 18-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 18 months from the closing of this offering or during any Extension Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A under the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account. Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to our sponsor of $4,000 per month for office space, secretarial and administrative services provided to members of our management team; 28 Table of Contents Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors as and when required by the NYSE rules and Rule 10A-3 under the Exchange Act, to, among other things, review on a quarterly basis all payments that were made to our sponsor, officers or directors, our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. For more information, see the section entitled Management Conflicts of Interest. RISKS We are a blank check company that has conducted no operations and has generated no revenues to date. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors in this prospectus. 29 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001828326_frazier_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001828326_frazier_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..59985dcd6001066923ee6273543168c7dc6b30cd
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001828326_frazier_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; company, FLAC, we, us, our, or our company are to Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company; Frazier are to Frazier Healthcare Partners, an affiliate of our sponsor; Frazier Life Sciences are the investment team within Frazier managing all of the life sciences-affiliated investments and the life sciences-focused entities, companies and funds, including Frazier Life Sciences X, L.P., which is an affiliate of the sponsor; founders are to James N. Topper, our Chairman and Chief Executive Officer, David Topper, our Chief Financial Officer, Gordon Empey, our Vice President and General Counsel, and Max M. Nowicki, our Vice President, Acquisitions; founder shares are to our Class B ordinary shares outstanding as of this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to our sponsor and each other holder of founder shares upon the consummation of this offering; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; our founding team are to our executive officers and directors; private placement shares are to the Class A ordinary shares sold as part of the private placement units; private placement units are to the units to be issued to our sponsor in a private placement simultaneously with the closing of this offering, which private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus; private placement warrants are to the warrants sold as part of the private placement units and upon conversion of working capital loans, if any; public shareholders are to the holders of our public shares, including our sponsor and founding team to the extent our sponsor and/or members of our founding team purchase public shares, provided that our sponsor s and each member of our founding team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares to be sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and sponsor are to Frazier Lifesciences Sponsor LLC, a Cayman Islands limited liability company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. TABLE OF CONTENTS Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AMOUNT BEING REGISTERED PROPOSED MAXIMUM OFFERING PRICE PER SECURITY(1) PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of a redeemable Warrant to acquire one Class A ordinary shares(2) 11,500,000 units $10.00 $115,000,000 $12,546.50 Class A ordinary shares included as part of the Units(1) 11,500,000 shares (4) Redeemable warrants to acquire one Class A ordinary share included as part of the Units(3) 3,833,333 warrants (4) Total $115,000,000 $12,546.50 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. (2) Includes 1,500,000 Units, consisting of 1,500,000 Class A ordinary shares and 500,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions. (4) No fee pursuant to Rule 457(g). The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS Overview We are a newly organized blank check company incorporated on October 7, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. While we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to capitalize on the ability of our management team to identify promising opportunities in the biotechnology sector. Our Sponsor and Competitive Advantage Our sponsor, Frazier Lifesciences Sponsor LLC, is an affiliate of Frazier Healthcare Partners ( Frazier ), founded in 1991 as one of the first healthcare dedicated investment firms, with nearly $4.8 billion raised across 12 institutional funds. From 2005 to present, under the leadership of Managing General Partners Patrick Heron and James ( Jamie ) Topper, the Frazier Life Sciences team has focused exclusively on life sciences companies and has deployed over $1.2 billion of capital into the life sciences sector with a focus on investing in and creating industry leading biopharmaceutical companies. With its broad range of private and public investment activity and company founding efforts, the Frazier Life Sciences portfolio has brought to market 30 new drugs over the past decade. The Managing General Partners for Frazier Life Sciences lead an experienced team comprised of 33 professionals and advisors, with an average of 25 years of operational and investment experience. Key aspects of the team include: Sustained performance of the Life Science focused investment strategy: Since 2005 the team has invested in more than 85 companies, including 22 Frazier-created companies. Frazier Life Sciences has deployed over $1.2 billion and has realized $1.8 billion (including expected milestones) as of September 20, 2020. Team continuity: The Managing General Partners have worked together for 17 years, having jointly opened Frazier s Menlo Park office in 2003. The full Frazier Life Sciences team has over 150 years of collective experience with Frazier or Frazier portfolio companies. Proven company founders: Frazier Life Sciences has founded 22 companies since 2005, including what we believe are some of the most successful life sciences companies over the past 12 years (including Mavu, Calistoga, Incline, Cadence, Silvergate, Arcutis, and Phathom). Creating companies requires a unique blend of scientific and medical insight, as well as business acumen and people skills to negotiate deals and build teams. Having in-house team members who are dedicated to company creation, and who have a distinguished track record of success, has enabled Frazier Life Sciences to scale company formation activities to create between three and five new companies per year. Deep biopharmaceutical expertise: Frazier Life Sciences team members have been involved with over 50 drugs that have received FDA approval over their combined careers, and the Frazier Life Sciences venture partners and senior advisor group includes experts who have experience running organizations ranging from virtual biotechs to 1000-person divisions of large pharmaceutical companies. The expertise in this group spans the spectrum of drug development including medicinal chemistry, pharmacology and translational biology, drug metabolism and pharmacokinetics, toxicology and clinical development. These advisors work exclusively with Frazier Life Sciences on their venture related activities, and we believe they provide a level of diligence and operational expertise that is critical for both the Frazier Life Sciences investment process as well as post-investment value creation. Fully integrated Life Sciences investment firm: Frazier Life Sciences is structured as a fully-integrated Life Sciences investment firm which results in an organization that is staffed with deep TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 20, 2020 PRELIMINARY PROSPECTUS $100,000,000 Frazier Lifesciences Acquisition Corporation 10,000,000 Units Frazier Lifesciences Acquisition Corporation is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 1,500,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Frazier Lifesciences Sponsor LLC, has agreed to purchase an aggregate of 425,000 units (or 455,000 units if the underwriters over-allotment option is exercised in full), at a price of $10.00 per unit in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $4,250,000 (or $4,550,000 if the over-allotment option is exercised in full) that will close simultaneously with the closing of this offering. Each private placement unit is identical to the public units sold in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders currently own an aggregate of 2,875,000 Class B ordinary shares (up to 375,000 of which are subject to forfeiture) which will automatically convert into Class A ordinary shares at the time of our initial business combination as described herein. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Our sponsor has indicated an interest to purchase up to an aggregate of 2,500,000 of our Class A ordinary shares (for $10.00 per share or $25 million in the aggregate) in a private placement that would occur concurrently with the consummation of our initial business combination. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. We are not under any obligation to sell any such shares. Such investment would be made on terms and conditions determined at the time of the business combination. Our sponsor has also indicated that one or more of its affiliates (including certain of our officers and director nominees and their affiliates) has an interest in purchasing, directly or indirectly, up to an aggregate of 1,000,000 units in this offering at the initial public offering price. However, indications of interest are not binding agreements or commitments to purchase and such entities and persons may decide not to purchase any units in this offering. In addition,the underwriters could determine to sell fewer units to such entities and persons than they indicated an interest in purchasing or could determine not to sell any units to such entities and persons. Currently, there is no public market for our securities. We intend to apply to have our units listed on The Nasdaq Capital Market ( Nasdaq ), under the symbol FLACU. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on Nasdaq under the symbols FLAC and FLACW respectively on the 52nd day following the date of this prospectus unless Credit Suisse Securities (USA) LLC informs us of its decision to permit earlier separate trading and we have satisfied certain conditions described herein. We are an emerging growth company and smaller reporting company under applicable federal securities laws and, as such, will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 34 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PER UNIT TOTAL Public offering price $ 10.00 $ 100,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 5,500,000 Proceeds, before expenses, to us $ 9.45 $ 94,500,000 (1) Includes $0.35 per unit, or $3,500,000 in the aggregate (or $4,025,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting beginning on page 162 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $100.0 million, or $115.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Sole Book-Running Manager Credit Suisse , 2020 TABLE OF CONTENTS and diverse operational talent, has unique perspectives into key innovations in therapeutic development and has proprietary sourcing opportunities. This combination of skills allows the investment team to identify potentially under-valued opportunities in both the public and private markets. Proven strategy investing in private companies to drive towards strategic exit with a track record of success: Frazier Life Sciences has pursued a thesis-driven, fundamental, long-only strategy of investing in the private markets. We perform deep due diligence on all technical and regulatory issues that drive our decision making which has resulted in many successful outcomes for Frazier-backed entities. For investments made by Frazier Life Sciences since 2005, 18 companies have successfully completed their IPOs and 26 companies have been acquired. Recent representative investments include: Arcutis Biotherapeutics (Nasdaq: ARQT), Mavu Pharma (acquired by AbbVie), Passage Bio (Nasdaq: PASG), Phathom Pharmaceuticals (Nasdaq: PHAT), Silvergate (acquired by CutisPharma) and Vaxcyte (Nasdaq: PCVX). Renewed emphasis on public market investments: More recently, Frazier Life Sciences has applied the same fundamental long-only approach it has taken for years in its venture investment strategy to increase investment in public market opportunities, by way of participation in IPOs, follow-on equity offerings, private investments in public equities ( PIPEs ), and other public market transactions. This initiative has further bolstered Frazier s expertise in evaluating and supporting companies throughout their corporate life cycles as they develop. The Frazier Life Sciences public market portfolio is currently valued in excess of $1 billion. Our Management Team Our management team is led by Jamie Topper, M.D., Ph.D, Managing General Partner at Frazier who will serve as Chairman of the Board of Directors and Chief Executive Officer; David Topper, Senior Advisor at Frazier who will serve as Chief Financial Officer; Gordon Empey, Frazier Life Sciences Partner and General Counsel, who will serve as Vice President and General Counsel; and Max M. Nowicki, Senior Associate at Frazier who will serve as Vice President, Acquisitions. Our management team and board members have extensive experience in clinical medicine, drug development, regulatory strategy, and operational and management leadership within academia as well as the healthcare and financial industries. Our independent directors have led or been a part of leadership teams in biotechnology companies that have together generated billions in value for investors and helped develop numerous FDA approved drugs for patients. We believe that their breadth of experience will bolster our ability to thoroughly evaluate prospective candidates and successfully execute our initial business combination. Frazier Lifesciences Acquisition Corporation, or FLAC , was formed to leverage the extensive experience and track record of the management team with the goal of financing a company that can both develop transformative therapies for patients in need and deliver significant returns to its investors. Target Identification and Acquisition Strategy Frazier s Life Sciences strategy has been refined over 29 years of active investing in the healthcare and life sciences sector. When Jamie Topper and Patrick Heron assumed leadership of Frazier Life Sciences in 2005, they instituted a strategy of targeting product-focused opportunities that they believed could achieve liquidity in under five years. FLAC intends to target a company with some or all of the following characteristics: Therapeutics-focused business (i.e. biopharmaceuticals) with potential to significantly advance care for the disease of focus. Preclinical through commercial stage assets, with investments focused on programs that are both pre-proof-of-concept ( PoC ) and post-PoC. A company with minimal additional equity required to achieve significant defined clinical, regulatory or commercial milestones beyond the capital provided by the target, FLAC and any potential concurrent PIPE. Management teams that have requisite experience and expertise to execute on the programs in which we are investing, and who are ready to manage a publicly listed company. TABLE OF CONTENTS FLAC will target a company that has the same strategic pillars that have proven successful for the six Frazier funds since 2005. Core elements of this strategy include: Product focus: We are focused on investments in therapeutics in areas of unmet medical need where we have unique insights and expertise. Leveraging our experienced venture partners, senior advisors and industry network, we have built deep expertise across a range of therapeutic areas, including oncology, dermatology, orphan diseases and liver disease. This broad therapeutic area agnostic approach has generated 30 new drug approvals since 2010. Investing near value inflection points: In our experience, the two major value inflection points for therapeutic companies are achieving clinical PoC (e.g. Phase 2 data) or product approval for post-PoC assets. The Frazier Life Sciences team seeks to invest in companies that can achieve one of these two value inflection points within three years of investment. Backing proven performers: We spend considerable time and effort to serve as a value-added partner for our portfolio companies, including evaluating, building and collaborating with management teams. Targeting liquidity through M&A: M&A in biopharmaceuticals over the past 10 years has resulted in median total deal values steadily increasing over time and multi-billion dollar deals are now routine for high profile development-stage companies. Companies backed by Frazier Life Sciences at the pre-IPO or IPO stage have grown to represent some of the largest exits and publicly traded companies in the biotech industry. Of the 69 companies Frazier Life Sciences has invested in since 2005 at either the pre-IPO or IPO stage, nine have either been acquired for greater than $1 billion in upfront cash or now trade publicly with a market capitalization greater than $1 billion. Maintaining capital efficiency: The types of companies that we build and invest in are typically lean companies aiming to advance specific products as rapidly as possible. We have found that this capital efficient strategy enables larger potential returns upon positive data, either through M&A or realization of incremental value through stock price appreciation. Industry Opportunity The rapid and increasing pace of company formation and innovation in the Biopharma environment has yielded an attractive number of compelling investment opportunities. Driven by the strength of the private fundraising environment, we continue to see a profusion of high quality private companies that forms a large pool of prospective targets for FLAC. Despite the heightened level of Biotech IPO activity observed in recent years, according to IBISWorld, as of February 2020 there are estimated to be approximately 9,500 biotechnology companies globally, of which only a fraction are publicly traded. Capital Raised and Deal Count Source: Dealogic and Pitchbook. This chart includes Biotech IPOs, follow-ons, and convertible offerings greater than $25 million in base deal size. TABLE OF CONTENTS While we continue to refine and hone our strategies, we believe the current biopharmaceutical market environment remains extremely attractive for our product-focused, designed-for-M&A approach. Based on publicly available press releases and SEC filings, aggregate biopharma M&A value for development stage companies has been at or above $30 billion annually for the last two years, which has been capped by a flurry of partnering and M&A activity observed in 2020. We feel that these trends are being driven by intense competition among acquirers and the continued rapid pace of innovation. We believe these trends are likely to continue for the following reasons: Acquisitions have driven tremendous value for acquirers, with consistently greater than 60% of all approved drugs over the last decade originating from biotech (vs. organic big pharma) according to data from the U.S. Food and Drug Administration ( FDA ). In addition, according to Lazard and EvaluatePharma data, two-thirds of the top 15 selling drugs by expected 2024 revenues originated from biotech. External innovation remains key to pharma strategy (and budgets). Based on data from Lazard, EvaluatePharma and FactSet, products responsible for $170 billion in revenue of major pharma companies will lose exclusivity by 2025. This revenue will need to be replaced and pharma maintains ample balance sheet capacity to fund this replacement as well as incremental growth through M&A. Universe of acquirers. Despite increasing M&A, the acquirer universe has continued to grow to date, with over 400 global biopharmaceutical companies having market caps in excess of $1 billion according to data from Capital IQ. Initial Business Combination Nasdaq listing rules require that our initial business combination occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the trust account (excluding taxes payable on interest earned) at the time of the agreement to enter into the initial business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide stockholders with our analysis of the fair market value of the target business, as well as the basis for our determinations. If our board is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a partner business or businesses, it may be unable to do so if the board is less familiar or experienced with the partner company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the partner business meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of a partner business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We may pursue an initial business combination opportunity jointly with our sponsor, Frazier or one or more of its affiliates and/or investors in Frazier, which we refer to as an Affiliated Joint Acquisition . Any TABLE OF CONTENTS such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. Any such issuance of equity or equity-linked securities would, on a fully diluted basis, reduce the percentage ownership of our then-existing stockholders. Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B ordinary shares, issuances or deemed issuances of Class A ordinary shares or equity-linked securities (other than the forward purchase securities) would result in an adjustment to the ratio at which Class B ordinary shares shall convert into Class A ordinary such that our sponsor and its permitted transferees, if any, would retain its aggregate percentage ownership at 20%, on an as-converted basis, of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation of this offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement units, private placement shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof issued to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans, unless the holders of a majority of the then outstanding Class B ordinary shares agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Neither our sponsor nor Frazier nor any of their respective affiliates, have an obligation to make any such investment. We currently anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the partner business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the partner business in order to meet certain objectives of the partner management team or shareholders or for other reasons including an Affiliated Joint Acquisition, as described above, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the partner or otherwise acquires a controlling interest in the partner sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-business combination company owns or acquires 50% or more of the voting securities of the partner, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a partner. In this case, we would acquire a 100% controlling interest in the partner. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to the completion of our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one partner business, the 80% of net assets test will be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Our sponsor has indicated an interest to purchase up to an aggregate of 2,500,000 of our Class A ordinary shares (for $10.00 per share or $25 million in the aggregate) in a private placement that would occur concurrently with the consummation of our initial business combination. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. We are not under any obligation to sell any such shares. Such investment would be made on terms and conditions determined at the time of the business combination. TABLE OF CONTENTS Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Frazier, our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Frazier, our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. Affiliates of Frazier and members of our board of directors will directly or indirectly own founder shares and private placement units following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. Affiliates of Frazier and members of our board of directors will directly or indirectly own founder shares and private placement units following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Frazier is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with us and we will not consider a business combination with any company that has already been identified to Frazier as a suitable acquisition candidate for it, unless Frazier, in its sole discretion, declines such potential business combination or makes available to us a co-investment opportunity in accordance with Frazier s applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to select or locate any such acquisition candidate. Frazier may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These Frazier investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. In addition, certain of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of Frazier and certain companies in which Frazier or such entities have invested. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity, which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any Frazier funds or other investment vehicles), then, subject to their fiduciary duties under applicable law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to Frazier or our founders may be suitable for both us and a current or TABLE OF CONTENTS future Frazier fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio company or other entity before being directed, if at all, to us. None of Frazier, our founders or any members of our board of directors who are also employed by Frazier or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of Frazier. In addition, our founders, officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our founders, officers and directors have, and will have in the future, time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by Frazier. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investments funds, accounts, co-investment vehicles and other entities managed by Frazier (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles and other entities), Frazier and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. Corporate Information Our executive offices are located at Two Union Square, 601 Union St., Suite 3200, Seattle, WA 98101. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the TABLE OF CONTENTS prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. TABLE OF CONTENTS THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our founding team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 10,000,000 units (or 11,500,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one redeemable warrant. Proposed Nasdaq symbols Units: FLACU Class A ordinary shares: FLAC Warrants: FLACW Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Credit Suisse Securities (USA) LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended TABLE OF CONTENTS Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering and the private placement 10,425,000(1)(2) Ordinary shares: Number outstanding before this offering 2,875,000(3)(4) Number outstanding after this offering and the private placement 12,925,000(1)(3)(5) Warrants: Number outstanding before this offering 0 Number outstanding after this offering and the private placement 3,475,000(1)(6) (1) Assumes no exercise of the underwriters over-allotment option. (2) Comprised of 10,000,000 units sold in this offering and 425,000 private placement units to be sold in the private placement. (3) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (4) Does not include up to 375,000 founder shares that are currently outstanding and subject to forfeiture if the underwriters over-allotment option is not exercised. (5) Includes 10,000,000 public shares, 425,000 shares underlying the private placement units and 2,500,000 founder shares, assuming 375,000 founder shares have been forfeited. (6) Includes 3,333,333 public warrants included in the units sold in this offering and 141,667 private placement warrants underlying the private placement units to be sold in the private placement. Warrant exercisability Each whole warrant sold in this offering is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for partner businesses. Warrant exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of our initial business TABLE OF CONTENTS combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our ordinary shares during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. Warrant exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain TABLE OF CONTENTS the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sales price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the Reference Value ). We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. TABLE OF CONTENTS Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 After the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below); if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before we send the notice of redemption to the warrant holders; and if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the private placement warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder s ability to cashless exercise its warrants) as the outstanding public warrants as described above. The fair market value of our Class A ordinary shares shall mean the volume-weighted average price of our Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. TABLE OF CONTENTS Indication of Interest Our sponsor has indicated an interest to purchase up to an aggregate of 2,500,000 of our Class A ordinary shares (for $10.00 per share or $25 million in the aggregate) in a private placement that would occur concurrently with the consummation of our initial business combination. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. We are not under any obligation to sell any such shares. Such investment would be made on terms and conditions determined at the time of the business combination. Founder shares On October 7, 2020, our sponsor paid $25,000, or approximately $0.009 per share, to cover for certain offering costs in consideration for 2,875,000 founder shares. On November 20, 2020, our sponsor transferred 25,000 founder shares to each of our directors other than the Chairman. These shares shall not be subject to forfeiture in the event the underwriters over-allotment option is not exercised. Prior to the initial investment in us of $25,000 by the sponsor, we had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to us by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our initial shareholders (and their permitted transferees), on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering (excluding the private placement shares underlying the private placement units). Up to 375,000 founder shares held by our sponsor are subject to forfeiture, depending on the extent to which the underwriter s over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to the completion of our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares, private placement shares and TABLE OF CONTENTS public shares they hold, (ii) to waive their redemption rights with respect to any founder shares, private placement shares and any public shares purchased during or after this offering in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our founding team have agreed to vote their founder shares, private placement shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares and private placement shares, we would need 3,537,501, or 35.38%, of the 10,000,000 public shares sold in this offering (or, if one or more affiliates of Frazier purchases 1,000,000 units in this offering and votes the shares in favor of the transaction, 2,537,501, or 25.38%, of the 10,000,000 public shares sold in this offering) to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised); the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. TABLE OF CONTENTS Transfer restrictions on founder shares and private placement units Except as described herein, our initial shareholders have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement units, private placement shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and founding team with respect to any founder shares, private placement units, private placement shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation of this offering (excluding the private placement shares underlying the private placement units), plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by us in connection with or in relation to the consummation of the initial business combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement units issued to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. TABLE OF CONTENTS The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of our board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution passed by a majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Our amended and restated memorandum and articles of association provide that our board of directors will be divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Private placement units Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 425,000 private placement units (or 455,000 private placement units if the underwriters over-allotment option is exercised in full) at a price of $10.00 per unit for an aggregate purchase price of $4,250,000 (or $4,550,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The private placement units are identical to the public units sold in this offering, subject to certain limited exceptions as described in this prospectus. The private placement warrants included in the private placement units will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. TABLE OF CONTENTS Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the historical fair market value over the exercise price of the warrants by (x) the historical fair market value. The historical fair market value will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Indication of interest Our sponsor has also indicated that one or more of its affiliates (including certain of our officers and director nominees and their affiliates) has an interest in purchasing, directly or indirectly, up to an aggregate of 1,000,000 units in this offering at the initial public offering price. However, indications of interest are not binding agreements or commitments to purchase and such entities and persons may decide not to purchase any units in this offering. In addition, the underwriters could determine to sell fewer units to such entities and persons than they indicated an interest in purchasing or could determine not to sell any units to such entities and persons. Proceeds to be held in trust account The Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement units be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement units described in this prospectus, $100,000,000, or $115,000,000 if the over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited in a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus and approximately $1,250,000 will be used to pay expenses in connection with the closing of this offering and approximately $1,000,000 will be used for working capital following this offering. These proceeds include $3,500,000 (or $4,025,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions which will be paid to the underwriters upon the closing of the business combination. The remainder of the net proceeds of this offering will not be held in the trust account. TABLE OF CONTENTS Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement units held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest income (if any) to pay our income taxes, if any. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $100,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement units not held in the trust account, TABLE OF CONTENTS which will be approximately $1,000,000 in working capital after the payment of approximately $1,250,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination Nasdaq listing rules require that our initial business combination occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the trust account (excluding taxes payable on interest earned) at the time of the agreement to enter into the initial business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide stockholders with our analysis of the fair market value of the target business, as well as the basis for our determinations. If our board is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the partner or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the partner, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post-business TABLE OF CONTENTS combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one partner business, the 80% of net assets test will be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, Frazier, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to the completion of our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, Frazier, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If our sponsor, directors, executive officers, advisors or their affiliates engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the TABLE OF CONTENTS likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a partner that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption right may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect TABLE OF CONTENTS to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. Limitations on redemptions Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the partner or its owners, (ii) cash to be transferred to the partner for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares (excluding the private placement shares underlying the private placement units) or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. TABLE OF CONTENTS If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and our founding team have agreed to vote their founder shares, private placement shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares and private placement shares, we would need 3,537,501, or 35.38%, of the 10,000,000 public shares sold in this offering (or, if one or more affiliates of Frazier purchases 1,000,000 units in this offering and votes the shares in favor of the transaction, 2,537,501, or 25.38%, of the 10,000,000 public shares sold in this offering) to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer TABLE OF CONTENTS rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our founders to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our founding team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a partner that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above TABLE OF CONTENTS adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the partner or owners of the partner of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-business combination businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association provides that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our initial shareholders have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust TABLE OF CONTENTS account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering, and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer or director, or any other person. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to TABLE OF CONTENTS or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement units held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for office space, secretarial and administrative services provided to us by our sponsor, in the amount of $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement units at a price of $10.00 per unit at the option of the lender. The private placement units are identical to the public units sold in this offering, subject to certain limited exceptions as described in this prospectus. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to the completion of our initial business combination using proceeds of this offering and the sale of the private placement units held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of interest Frazier manages several investment vehicles. Frazier may compete with us for acquisition opportunities. If they decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Frazier may be suitable for both us and for current or future Frazier funds and may be directed to such TABLE OF CONTENTS Frazier funds rather than to us. Neither Frazier nor members of our management team who are also employed by Frazier or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member solely in his or her capacity as an officer of the Company. Frazier and/or our management, in their capacities as employees of Frazier or in their other endeavors, may be required to present potential business combinations to other entities before they present such opportunities to us. Each of our officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to another entity, including private funds under the management of Frazier and their respective portfolio companies, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. In addition, existing and future funds managed by Frazier and their respective portfolio companies may compete with us for business combination opportunities and, if such opportunities are pursued by such entities, we may be precluded from pursuing such opportunities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and may only decide to present it to us if such entity rejects the opportunity and consummating the same would not violate any restrictive covenants to which such officers and directors are subject. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. Notwithstanding the foregoing, we may pursue an Affiliated Joint Acquisition opportunity with one or more affiliates of Frazier and/or investors in Frazier. Such entities may co-invest with us in the target business at the time of our initial business combination, including pursuant to their rights contained in the forward purchase agreement, or we could raise additional proceeds to complete the acquisition by issuing to such entities a class of equity or equity-linked securities. TABLE OF CONTENTS RISKS We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our founding team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should read and carefully consider these risks, together with the risks set forth under the section entitled Risk Factors and all of the other information in this prospectus, including the financial statements and the related notes included elsewhere in this prospectus, before deciding whether to invest in our common stock. If any of the risks discussed in this prospectus actually occur, our business, financial condition or operating results could be materially and adversely affected. In particular, our risks include, but are not limited to, the following: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. If the net proceeds of this offering and the sale of the private placement units not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a partner business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or founding team to fund our search and to complete our initial business combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our sponsor and members of our founding team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Our search for a business combination, and any partner business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets. We may not be able to consummate an initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. Past performance by Frazier, including our management team, may not be indicative of future performance of an investment in us. You will not be entitled to protections normally afforded to investors of many other blank check companies. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. TABLE OF CONTENTS There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities. Since only holders of our founder shares will have the right to vote on the appointment of directors, upon the listing of our shares on Nasdaq, Nasdaq may consider us to be a controlled company within the meaning of the Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001828735_benessere_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001828735_benessere_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..25104ec99698fab73c844888222e33b2588bcb2f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001828735_benessere_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 tm2034409-7_s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on December 23, 2020 Registration No. 333-249814 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Benessere Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3223033 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 777 SW 37th Avenue, Suite 510 Miami, FL 33135-3250 Telephone: 561-467-5200 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) Patrick Orlando Chairman and Chief Executive Officer 777 SW 37th Avenue, Suite 510 Miami, FL 33135-3250 Telephone: 561-467-5200 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: Barry I. Grossman, Esq. Tamar Donikyan, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Telephone: (212) 370-1300 Mitchell S. Nussbaum, Esq. Giovanni Caruso, Esq. Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 Telephone: (212) 407-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, $0.0001 par value, one right entitling the holder to receive one-tenth (1/10) of one share of Class A common stock and three-fourths of one redeemable warrant(2) 11,500,000 Units $ 10.00 $ 115,000,000 $ 12,547 (5) Shares of Class A common stock included as part of the units(3) 11,500,000 Shares — — — (4) Rights included as part of the units 11,500,000 Rights — — — (4) Shares of Class A common stock underlying rights included as part of the units 1,150,000 Shares — — $ 1,255 Redeemable warrants included as part of the units(3) 8,625,000 Warrants — — — (4) Total $ 115,000,000 $ 13,802 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the "Securities Act"). (2) Includes 1,500,000 units, consisting of 1,500,000 shares of Class A common stock, 1,500,000 rights and 1,125,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS Page Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001828817_highland_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001828817_highland_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5794e29538dfbae7d33145dac0ab27146b03f2e6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001828817_highland_prospectus_summary.txt
@@ -0,0 +1 @@
+detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "we," "us," "company" or "our company" are to Highland Transcend Partners I Corp., a Cayman Islands exempted company; "Companies Law" are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; "directors" are to our current directors and director nominees (if any); "founder shares" are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; "initial shareholders" are to holders of our founder shares prior to this offering; "management" or our "management team" are to our officers and directors; "ordinary shares" are to our Class A ordinary shares and our Class B ordinary shares; "private placement warrants" are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; "public shares" are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public shareholders" are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a "public shareholder" will only exist with respect to such public shares; "public warrants" are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "sponsor" are to Highland Transcend Partners I , LLC, a Delaware limited liability company; and "warrants" are to our public warrants and private placement warrants. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Table of Contents Our Company General Highland Transcend Partners I Corp. (the "Company" or "Highland Transcend") is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We intend to pursue a target in the disruptive commerce, digital media and services, and enterprise software sectors, with a primary focus on North American and European markets. Highland Transcend was established by our founding partners – Ian Friedman, Bob Davis, Paul Maeder, and Dan Nova – with the mission of supporting long-term value creation in the next generation of transformational public companies. We believe that the businesses with the greatest propensity for long-term value creation seek partners who are themselves proven value builders and have demonstrated success in ushering companies from private to public operating environments. We strive to add value to the entrepreneurs we invest in through several key avenues of support, including: (i) augmenting management teams by sourcing key leaders, (ii) helping with customer and strategic business partner introductions to drive revenue, (iii) providing proprietary analytics to support data driven decision making such as benchmarking exercises, customer and market research or econometric modeling, and (iv) thought-partnership on key strategic or execution challenges and opportunities. We are propelled by our desire to become the trusted partner to management teams such that they come to rely on us as the first call in a "crisis of opportunity" or a "crisis of calamity." We believe that now is a particularly strategic time to pursue a business combination. Given the extreme volatility witnessed in equity markets recently, companies aiming to go public via an initial public offering ("IPO") or direct listing process face high levels of uncertainties and operational complexities which could persist for an extended period. A partnership with Highland Transcend can reduce the risk, time commitment, uncertainty and costs associated with a public listing for our potential targets. We believe Highland Transcend is uniquely positioned and derives its competitive advantage from our founders multi-decade track record of top-tier returns as investors, operational and organizational business building experience, and powerful global networks. In addition to our seasoned management team, we have assembled a strong group of strategic board advisors, all of whom are founders and operators of generation-defining companies in our target sectors. The board is composed of Ian Friedman, Bob Davis, Julie Bradley, William Hockey, Greg Peters, and Mike Wystrach. These individuals bring together a breadth of operating experience, industry connectivity and proprietary access to leading companies that enhance Highland Transcend s value proposition. Our strategic board advisors will be a driving force in our efforts to identify a target and effect a business combination, and may invest personal capital in the transaction. In 1987, Mr. Maeder co-founded Highland Capital Partners ("Highland" or "Highland Capital"), a private investment firm. Mr. Nova and Mr. Davis joined Highland in 1996 and 2001, respectively. They have established Highland Capital among the world s most sophisticated private investors and produced a strong track record of investing in successful growth companies across disruptive commerce, enterprise software and digital media sectors. Representative recent investments include 2U (IPO), Carbon Black (IPO), Catalant, Freshly (acquired by Nestl ), Gigamon (IPO), Harry s, Malwarebytes, nuTonomy (acquired by Delphi Automotive), Rent the Runway, Scopely, thredUp, Trilogy Education (acquired by 2U), and dozens of other public and private investments. Through this experience, Mr. Maeder, Mr. Nova and Mr. Davis have established a compelling network of personal relationships across the private company ecosystem that we believe will be instrumental in consummating a merger with a target. In 2012, Mr. Friedman joined Goldman Sachs Investment Partners ("GSIP"), a technology-focused growth equity team. GSIP invested in a variety of growth-stage companies from Series B to Pre-IPO in the disruptive commerce, digital media and services, and enterprise software sectors. Selected investments by GSIP include Spotify (IPO), Plaid (announced acquisition by Visa), Foodpanda / Delivery Hero (IPO), Ring (acquired by Amazon), Pinterest (IPO), thredUP, Doctor On Demand, Rothy s, Shift (acquired by Nestl ), Hush and Hubba. Through this experience Mr. Friedman established a broad and deep network of relationships across the private ecosystem, which we believe will be critical in effectuating our partnership with a target. Table of Contents The combined experience of our management and board positions us as optimal partners with deep operational expertise for companies seeking access to the public market. We intend to be long-term partners with our target company, utilizing the benefits of our expertise, including our experience serving on more than 100 company boards of which 23 have been public. Highland Transcend seeks to combine with a high-quality company in the disruptive commerce, digital media and services, or enterprise software market. While our expectation is that our ultimate target will be in one of the sectors of primary focus, we may consummate a transaction with a business in a different industry. We believe that there are several attributes we have as a differentiated sponsor that position us for success: Our Access - We have been collectively and individually sourcing new investment opportunities for decades. We believe our extensive network and experience will provide for unparalleled access to the world's most talented business leaders across our specified technology sectors. We already have relationships with the management teams and major investors of a substantial amount of private companies in our target sectors and valuation range. Our Evaluation Process - We have built a strong reputation for conducting deep and data-driven primary due diligence. We know what questions to ask and know where to find honest answers. The founding team has developed deep sector knowledge which we will use as a competitive advantage as we evaluate target operating companies. Our Sales and Negotiation Skills - We know how to win an entrepreneur's trust. We have collectively made nearly 125 investments. We depend on the strong reference from a management team that we ve backed to help us earn the right to lead our next investment. We also know how to value a business ensuring all stakeholders are mutually satisfied. Our Ability to Add Value - We know how to create long-term sustaining value. This is hard work and we do it well. We have served on over 100 boards and understand how to be a valued "first call" board advisor and partner. Our Management Team Our management team will be led by Ian Friedman, Bob Davis, Paul Maeder, and Dan Nova. Ian and Bob will also serve as board members. Our management team will further be supported by our strategic advisors, who will also serve as independent board members for Highland Transcend. Ian Friedman – Chief Executive Officer and Director Ian was previously a vice-president at Goldman Sachs, and Co-Head of the Venture Capital and Growth Equity team within Goldman Sachs Investment Partners (GSIP). In this role, Ian focused on making investments from Series B to Pre-IPO in consumer technology and enterprise software businesses, with a heavy focus on eCommerce, marketplaces, online networks, digital media, SaaS, APIs and fintech. Ian led or co-led investments in Spotify (IPO), Plaid (announced acquisition by Visa), Foodpanda/DeliveryHero (IPO), Shift (acquired By INSU), Omio (f/k/a GoEuro), thredUP, Zola, Rothy s, Cadre, ResearchGate, CompareAsia, Hush and Hubba. Ian has also personally invested in early-stage technology companies such as Ethoca (acquired by MasterCard) and Jumprope. Before joining Goldman Sachs in 2012, Ian held roles as an investor in technology companies at Bain Capital and a management consultant to technology companies at the Boston Consulting Group. Ian has an MBA from Stanford where he was an Arjay Miller Scholar and an HBA from Richard Ivey School of Business at Western University where he was the Gold Medal recipient. Table of Contents Bob Davis – Executive Chairman Bob has been a General Partner at Highland Capital Partners since 2001 with a focus on consumer and enterprise technology. Previously, Bob was the Founder of Lycos and served as its President and Chief Executive Officer since its inception in 1995. While CEO, he led the company to become one of the most visited online destinations in the world and led the Company to consistently outperform public market expectations. In October of 2000 he executed the $5.4 billion acquisition of Lycos by Telefonica s Terra Networks of Spain. Bob has also served on the boards of several other public and private companies including John Hancock Financial Services (acquired by Manulife), Ticketmaster (acquired by IAC), Fastclick (IPO, acquired by ValueClick), sessionM (acquired by Mastercard), Handy (acquired by ANGI Homeservices), nuTonomy (acquired by Delphi Automotive PLC), Quattro (acquired by Apple), Bullhorn (acquired by Vista Equity Partners), Going (acquired by AOL), Name Media (acquired by Endurance International Group), Navic Networks (acquired by Microsoft), Pixable (acquired by SingTel), Quigo (acquired by AOL), Turbine (acquired by Warner Bros.), Vecna Robotics, Freshly (acquired by Nestl ), Lovepop and Turbonomic. Bob graduated summa cum laude from Northeastern University, where he earned a BS in Business Administration. He earned an MBA from Babson College and is the recipient of multiple Honorary Doctorate degrees. Bob has been inducted into the Academy of Distinguished Entrepreneurs and received the Massachusetts Interactive Media Council s Lifetime Achievement Award. Paul Maeder – Chief Financial Officer Paul is focused on building the next great online higher education and software companies. As a Founder and General Partner at Highland Capital Partners, Paul has over thirty-five years of experience in venture capital having invested in and been a director of companies such as 2U (IPO, Chair), Carbon Black (IPO), CheckFree (IPO), Imprivata (IPO), SQA (IPO), Sybase (IPO), Vertica (acquired by HP), VistaPrint (IPO) and Avid (IPO). He has been a director of over 30 public and private companies. Paul was the Chair of the National Venture Capital Association during the creation and passage of the JOBS Act and served on the SEC Advisory Committee on Small and Emerging Companies. Paul serves on the Board of Trustees at Princeton University. He has been recognized by the prestigious Forbes Midas List as one of the top venture capitalists in the industry and was a recipient of the Mass Technology Leadership Council Commonwealth Award. Paul has a BSE degree from Princeton University, an MS from Stanford University, and an MBA with Distinction from Harvard Business School. Dan Nova – Chief Investment Officer Dan has been a General Partner at Highland Capital Partners since 1996 and established and built the firm s internet investment practice. Dan is actively investing in disruptive companies applying new technologies and business processes to large and often slow moving incumbent industries. He has led the firm s investments and served on the boards of a number of successful companies including Amp Resources (acquired by Enel), Ask Jeeves (IPO), BeFree (IPO), Coremetrics (acquired by IBM), Fastclick (IPO, acquired by ValueClick), Gamesville (acquired by Lycos), Lycos (IPO), MapQuest (IPO, acquired by AOL), N2 Broadband (acquired by TANDBERG), Navic Networks (acquired by Microsoft), NextCard (IPO), NYTimes Digital (acquired by New York Times), Qihoo 360 (IPO), Quote.com (acquired by Lycos), Raindance (IPO), RoweCom (IPO), and Trilogy Education (acquired by 2U). Dan has served on 43 boards including 10 publicly traded companies. Dan has been recognized by the prestigious Forbes Midas List as one of the top venture capitalists in the industry. He graduated cum laude from Boston College with a BS in Computer Science and Marketing and from Harvard Business School with an MBA. Table of Contents Our Board Members Our independent board members are leading entrepreneurs with track records of founding, scaling and leading world class companies within our target end markets. We believe our board members will add significant value to our target company and will aid in our ability to source our initial business combination. Market Opportunity Technology has transformed businesses globally, creating new attributes that characterize winning businesses and disrupting nearly every industry. The pace of this disruption has dramatically accelerated, with new businesses scaling and creating value more rapidly than ever before. Against this backdrop, extraordinary value has been created by private technology businesses, yielding a substantial market opportunity for our blank-check company and the differentiated advantages we bring to a potential business combination. Furthermore, while private technology businesses have created tremendous value, the number of traditional technology IPOs has not kept pace. Specifically, over the last five years there have been an average of 22 technology IPOs with an initial market capitalization greater than one billion per year. We believe there are nearly 800 US companies in our target sectors within the disruptive commerce, digital media and services, and enterprise software industries that were last valued above $500 million, suggesting that the traditional IPO route will struggle to keep pace with the number of businesses in our target sectors that seek to go public. As a result, we believe our blank-check company will provide an attractive alternative route to the public markets, in addition to the differentiated advantages we bring to a potential business combination Our Business Strategy Our acquisition and value creation strategy is to adopt a data driven approach to identify, acquire and, after our initial business combination, build a company in the public markets. We will seek a company that complements the experience and expertise of our management team and strategic advisors to provide transformative operating skills and strategic advice for our business combination. Our selection process will leverage our team s network of industry and investment community relationships as well as relationships with management teams of public and private companies, which we believe should provide us with a number of business combination opportunities. We intend to deploy a focused sourcing strategy and to approach companies where the combination of our operating experience, data analytics capabilities, relationships, capital and capital markets expertise can be catalysts to transform companies and can help accelerate the target business growth and performance. We are focused on market leaders with world-class management teams, deep competitive moats, large addressable markets, and attractive unit economics. We will seek companies in a wide range of industries, but our primary focus will be on businesses that operate within the disruptive commerce, digital media and services, and enterprise software industries. We believe there are nearly 800 US companies in our target sectors that were last valued above $500 million. Highland Transcend has relationships with a substantial number of these companies, either through their management teams or existing investors. We believe Highland Transcend s value proposition is ideally suited to bring to market a best-in-class publicly traded asset: Track Record of Investment Success: Our team has collectively invested billions in capital across nearly 125 investments, which in turn produced more than 25 IPOs and 50 M&A transactions. Over their years managing Highland Capital Partners, Mr. Davis, Mr. Nova, and Mr. Maeder have established a successful track record of backing transformative businesses. As Co-Head of the Venture Capital and Growth Equity team within Goldman Sachs Investment Partners, Mr. Friedman also boasts a successful track record of partnering with disruptive companies. Proven Board and Executive Leadership: We have deep private and public board experience. Our founding partners and strategic advisors have substantial experience serving on a combined 23 public and more than 70 private boards, including Ask Jeeves, BeFree, TicketMaster, Carbon Black, Catalant, CheckFree, Clearbanc, Foodpanda, Imprivata, Kyruus, Lycos, Freshly, Rent the Runway, Turbonomic, Mapquest, Quattro, Qihoo, Sybase, thredUp and VistaPrint. Our founding partners, independent board members and strategic advisors will not only provide valuable insights into identifying potential targets, but also will contribute their expertise on appropriate and optimal methods to scale businesses and unlock long-term growth. Table of Contents Differentiated Sourcing Engine: We have access to a large database of target companies from prior investing roles. Leveraging our collective experience in these prior roles as venture capitalists and growth equity investors, we have developed a data driven approach to reviewing and evaluating technology companies. We believe that rather than focusing on broadly-marketed merger candidates, these trust-based relationships formed over decades furnish us with access to proprietary business combination opportunities. In these proprietary opportunities, management teams and boards will evaluate us based on our perceived quality as a partner rather than merely on our willingness to pay the highest price. Significant History Working as a Team: Our team has worked and invested together extensively, ranging from six to 30+ years. Our management team intimately understands one another s unique talents, which are highly complementary in nature. Strong Record of Company Value Creation: Our management team has worked shoulder-to-shoulder with over 150 founders and CEOs to build and scale public and private technology businesses successfully. We believe these founders and CEOs will serve as valuable references to prospective merger candidates as we seek to become a partner to a transformational company. Our Acquisition Criteria We seek opportunities that present Highland Transcend with a clear competitive advantage based on our proprietary knowledge of the market, business model and management team and among others, and will use all or Addressable Market is Large and Growing: We will seek to combine with a business with a leading market position in an attractive industry. We generally define an attractive market as one that is currently larger than $2 billion in annual revenues and that is growing by more than 15% per-annum. Visionary Management Team Open to Advice and Strategic Help: We will seek to merge with a company with visionary management that values the experience of our team and is open to sound advice and strategic support. Innovative Approach to a Better Solution for Customers: We fundamentally believe in the ability of technology to transform the value proposition for a customer. As a result, we will seek to acquire a company with visibility to a greater than five times improvement in the price-to-performance ratio for its customers relative to other prevailing alternatives. Key Strategic Assets Provide a Sustainable Competitive Advantage: We will seek to merge with a company that has significant barriers to entry and long-term, sustainable competitive differentiation. Demonstrable competitive moats we will seek include, but are not limited to technology, brand, scale and network effects. Company has Leading KPIs and Unit Economics in its Sector: We will seek to merge with a company with compelling growth potential supported by fundamentally strong unit economics. We believe not all growth is created equal and will seek to acquire a company with the potential to generate best-in-class long-term free cash flow. Valuation presents us with Attractive Risk-adjusted Returns: We will seek to merge with a business on terms and in a manner that leverages our experience in transformational investing and operating. We will adjust our pricing and structure framework to deliver compelling returns for our shareholders. Table of Contents Our Value-Add We seek to foster a deep sense of collaboration with the businesses in which we invest. We take pride in being our investments first call, whether they are experiencing either a "crisis of opportunity" or a "crisis of calamity." Select examples include: Online marketplace: We provided the company with introductions to several of its largest partners which included multi-national Fortune 1000 companies. Access to our best-in-class network enabled the company to sign global and regional customer deals. Additionally, we leveraged our collective experience to lead M&A negotiation with its eventual acquirer on behalf of all company shareholders. Cybersecurity company: We helped the company identify, evaluate and elevate the company s new CEO. This laid the foundation for the company s eventual pivot to a new market and product that ultimately led to a successful IPO and sale. Online vertical network: We leveraged our deep network to help the company identify and hire its new CMO as well as several key advisors. Additionally, we leveraged our experience with prior investments, such as Spotify, to help the company design its eventual revenue model. Cybersecurity company: We assisted the company in its search for its new CEO, sourcing the individual from the Highland network. In conjunction with the new CEO, we helped the company reposition the company s target market towards security, which increased growth and set the stage for its successful IPO. Online marketplace: We sourced a new independent board and audit committee member, filling a crucial board role for the company. Additionally, we collaborated with the company on their marketing strategy, including leading a marketing efficiency benchmarking exercise that informed the go forward strategy. Subscription eCommerce company: We sourced a co-founder for the company with complementary skills to the founder, as well as multiple operating executives to help round out the management team. Additionally, we recruited an industry leader as an independent board member, whose expertise helped inform the company s strategy and operations. Furthermore, we co-led the development of a strategy for adding hundreds of thousands of square feet in crucial manufacturing capacity, which allowed the company to increase its scale and broaden its reach across the United States. Initial Business Combination The rules of the NYSE require and our amended and restated memorandum and articles of association provide that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting commission held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination upon standards generally accepted by the financial community. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. Table of Contents We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Table of Contents Prior to the date of this prospectus, we filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information Our executive offices are located at 16 Fayerweather Street, Cambridge, MA 02138, and our telephone number is 617-401-4015. Upon completion of this offering our corporate website address will be www.highlandtranscend.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to "emerging growth company" will have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not exceed $700 million as of the prior June 30. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001828957_codere_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001828957_codere_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001828957_codere_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001828985_scion_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001828985_scion_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e740771cd0ecb8be566ce41ba9e21c3a4792cc40
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001828985_scion_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to ScION Tech Growth I, a Cayman Islands exempted company; Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; forward purchase agreement are to the forward purchase agreement providing for the sale of forward purchase units by us to OrION Capital Structure Solutions UK Limited, or OrION, an affiliate of our sponsor, in a private placement that will close concurrently with the closing of our initial business combination; forward purchase units are to the units to be issued to OrION Capital Structure Solutions UK Limited, or OrION, an affiliate of our sponsor, pursuant to the forward purchase agreement; forward purchase securities are to the forward purchase shares and forward purchase warrants collectively; forward purchase shares are to the shares of our Class A ordinary shares included in the forward purchase units; forward purchase warrants are to the warrants to purchase shares of our Class A ordinary shares included in the forward purchase units; founder shares are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; initial shareholders are to holders of our founder shares prior to this offering; management or our management team are to our officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; public shares are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; sponsor are to ScION 1 Sponsor LLC, a Delaware limited liability company; and warrants are to our public warrants and private placement warrants. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. 1 Table of Contents Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a blank check company incorporated on October 7, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We intend to focus our search on technology-enabled businesses that offer specific technology solutions, broader technology software and services in the financial services sector. We expect to favor potential target businesses with certain industry and business characteristics, including long term growth prospects, high barriers to entry, opportunities for consolidation, robust recurring revenues, sustainable operating margins and lucrative free cash flow dynamics. We intend to focus on businesses where we believe our background and experience can assist in executing an accelerated plan to create value for our stockholders in the public markets. Our sponsor is an affiliate of ION Investment Group Limited, ( ION ), a technology software investment company and an operator of global technology businesses, providing mission-critical workflow automation software, data and analytics to financial institutions, governments and corporations around the world. ION was founded in 1998 by Andrea Pignataro, our Executive Chairman, an entrepreneur and investor with over 20 years of experience building and investing in technology and financial services businesses throughout the world. Since its inception ION has expanded into a leading global provider of financial technology, workflow automation software and data, growing organically and inorganically through acquisitions. As a result, ION has had profound impact on reshaping the modern Capital Markets and Financial Technology software landscape, delivering bold and innovative capabilities to clients globally. Today, ION serves more than 7,500 customers worldwide, having generated over $1.9 billion in revenue in 2019. We believe that our management team is well positioned to identify attractive business combination opportunities with compelling industry backdrops, strong customer propositions and leading competitive positions, that also offer multiple actionable vectors to create value post-combination. Our Executive Chairman has decades of experience identifying, acquiring and operating leading companies in the technology sector, while our Chief Executive Officer brings two decades of experience as a senior executive in the global capital markets. Our management team has developed a unique skill-set in origination, structuring and negotiation, which is enhanced by its vast, collective industry network across financial sponsors, operating executives, technology experts, institutional investors and advisors. Our objective is to generate attractive returns for our shareholders and enhance value through operational improvements and new initiatives to organically or inorganically expand the target business we acquire. ION has a distinguished business, operational and organizational track record, and a long history of value creation through the identification, negotiation, execution and integration of 26 acquisitions globally since 2004 with $10 billion in aggregate enterprise value. Since 2004, ION has grown approximately 37% EBITDA compound annual growth rate through market cycles. Our Chief Executive Officer, Mathew J. Cestar, has a multi-decade career in financial services, providing strategic advisory and capital markets services to corporate boards, senior executives, entrepreneurs and financial sponsors globally. Prior to joining ScION Tech Growth I, Mr. Cestar served as a Managing 2 Table of Contents Director of Credit Suisse and as Co-Head of its EMEA Investment Banking and Capital Markets ( IBCM ) division, based in London, with responsibility for Mergers & Acquisitions, Debt & Equity Capital Markets Groups and the EMEA Investment Banking sector and country coverage teams. In his role at Credit Suisse, Mr. Cestar also chaired the Global Credit Products Capital Commitment Committee in London and coordinated Credit Suisse s underwriting and capital commitment activities. Mr. Cestar was also a member of Credit Suisse s Global IBCM Operating Committee, IBCM Business Risk and Controls Committee, the Corporate Bank Risk and Corporate Bank Oversight Committee. Furthermore, in the United Kingdom, he sat on the Credit Suisse UK Conducts and Ethics Board and the EMEA Reputational Risk Committee. Previously, Mr. Cestar served as Co-Head of Global Leveraged Finance Capital Markets and Co-Head of Global Credit Products in EMEA, which included the firm s trading, structuring and capital markets functions. Prior to this, he was Co-Head of the Leveraged Finance and Sponsors Group within the Investment Banking Department, responsible for product origination and relationship management with global private equity firms. In 2008, Mr. Cestar was appointed Head of Leveraged Finance Capital Markets in EMEA, having previously taken on the role of Head of High Yield Capital Markets in the region in 2005. Our Chief Financial Officer, Alex Triplett, has more than 15 years of specialized investing and operational experience in the technology and financial services industry, gained across multiple roles at ION since joining over 10 years ago in 2010, as well as other firms. During his tenure at ION, Mr. Triplett has been involved in over 20 acquisitions across a range of sizes and regions and led equity and debt financings. Mr. Triplett has also served in several operating roles at ION including Chief Financial Officer of ION Corporates, a business division of ION focused on providing software, data and analytics for the treasury management and commodities operations of corporations around the world. Prior to this role, Mr. Triplett also served as CFO of Triple Point Technologies since it was acquired by ION in 2013. Previously, Mr. Triplett also led Corporate Development for ION overseeing ION s M&A strategy. Prior to joining ION, Mr. Triplett was an Investment Associate at TA Associates (focused on Financial Technology and Software companies) and an Investment Banking Analyst at Citigroup. While at TA, Alex also assisted ION (a TA Associates portfolio company at the time) to source potential acquisitions. The ScION Tech Growth I management team brings significant operational and investment expertise as well as broad industry networks that encompass a wide array of industry participants, and intermediaries. Our management team has longstanding experience in sourcing, structuring, and executing on a wide range of investment opportunities; leveraging insights from its substantial investment, financial, operational experience to help optimize operating performance and strategy of a company; and leveraging its extensive network of relationships across entrepreneurs, corporates, financial sponsors, operating partners and intermediaries to augment or complement the senior management team or board of directors of a company. Our management will be supported by the broader ION organization and our independent directors in identifying, evaluating and executing acquisition opportunities. In addition, we believe our ability to complete our initial business combination will be significantly enhanced by our forward purchase agreement with OrION, pursuant to which OrION will commit that it will purchase from us 10,000,000 forward purchase units, or at its option up to an aggregate maximum of 30,000,000 forward purchase units, each consisting of one Class A ordinary share, or a forward purchase share, and one-third of one warrant to purchase one Class A ordinary share, or a forward purchase warrant, for $10.00 per unit, or an aggregate amount of $100,000,000 or at OrION s option up to an aggregate amount of $300,000,000, in a private placement that will close concurrently with the closing of our initial business combination. The proceeds from the sale of forward purchase units, together with the amounts available to us from the trust account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by us in connection with the business combination, will be used to satisfy the cash requirements of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. The forward purchase shares will be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will be subject to transfer restrictions and registration rights, as described herein. The forward purchase warrants will have the same terms as the private placement warrants so long as they are held by OrION or its permitted assignees and transferees. Please see the section entitled Description of Securities Forward Purchase Securities for additional information. 3 Table of Contents Business Strategy Our business strategy is to identify and consummate an initial business combination with a target that can benefit from the industry, operating and investment experience of our management team. Our track record of long-term value creation generated by identifying, sourcing and executing transactions positions us well to appropriately evaluate potential business combinations and select one that we believe will be well received by the public markets. We intend to deploy a proactive, thematic sourcing strategy and to focus on companies where we believe the combination of our operating experience, relationships and capital markets expertise can be catalysts to transform a target company and can help accelerate the target s growth and performance. Our differentiated sourcing process will leverage the extensive global networks of our management team, built over the last several decades, which we believe should provide us with a number of business combination opportunities. Key elements of our multi-pronged sourcing approach include: a large proprietary database with hundreds of technology companies built over 20+ years of operating history; long-term proprietary relationships with companies operating in our markets; direct relationships with leading private equity and venture capital firms, including long-tenured transactional history; and deep entrenchment in advisor deal flow with established relationships across target sectors. Upon completion of this offering, members of our management team, in conjunction with our sponsor, will immediately begin the search for a target business by communicating with their network of relationships and other interested parties to articulate our initial business combination criteria and guidelines, including the parameters of our search for a target business, and will start the process of pursuing and reviewing potential opportunities. Our management team have experience in: sourcing, structuring, acquiring, operating and selling businesses; fostering relationships with sellers, capital providers and target management teams; negotiating transactions favorable to our investors; executing transactions in multiple geographies and under varying economic and financial market conditions; accessing the capital markets, including financing businesses and helping companies transition to public ownership; and building durable businesses and creating long-term shareholder value through operations, capital allocation and governance. Market Opportunity The global corporate and financial services ecosystem is in the early stages of its digitization and automation journey. We expect digital transformation trends to strengthen and become more prominent across a broad range of industries as technology continues to evolve at a rapid pace and play an increasingly critical role for consumers and businesses. Additionally, the ongoing COVID-19 pandemic has further accelerated digital transformation, catapulting both consumers and businesses several years into the future in terms of dependency on technology. We aim to capitalize on this digital transformation trend and multiple specific themes which we have identified and analyzed over several years that we believe will shape the future of businesses worldwide. 4 Table of Contents Business Combination Criteria Consistent with our business strategy, we expect to identify companies that have compelling growth potential and a combination of the following characteristics. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We will seek to acquire companies or assets with a significant share of the following characteristics: have a large addressable market with a strong existing or potential customer base; provide strategically important software and services to their customers, and thus have a defensible market position; benefit from our management team s operating and investment expertise, industry perspective and skillset, operating playbook and technological and innovation capabilities; have a history of strong operating and financial results, and strong fundamentals, such as visible, recurring revenues, sustained growth, defensible operating margins and attractive free cash flow characteristics, which can be improved further under our ownership; have a proven and accomplished management team, who share our vision of key strategic themes in the technology industry; can benefit from being publicly traded, are prepared to be a publicly traded company, and can utilize access to broader capital markets; exhibit unrecognized value or other characteristics that we believe have been misevaluated or mispriced by the marketplace; and will offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved capital structure that will be weighed against any identified downside risks. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Acquisition Process In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another business combination. The company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination. 5 Table of Contents Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm stating that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity 6 Table of Contents to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association will provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information Our executive offices are located at 10 Queen St Place, 2nd Floor, London, EC4R 1BE, United Kingdom, and our telephone number is +44 20 73 98 0200. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2020 revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. 7 Table of Contents In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th. 8 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001829328_fintech_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001829328_fintech_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8e69abd47c64fac1d3ada0ff58f28352563d5504
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001829328_fintech_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: we, us, company or our company are to FinTech Acquisition Corp. V; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; management or our management team are to our off cers and directors; sponsor are collectively to FinTech Investor Holdings V, LLC, a Delaware limited liability company and FinTech Masala Advisors V, LLC, a Delaware limited liability company. FinTech Investor Holdings V, LLC will participate in the private placement. The manager of each entity is Cohen Sponsor Interests V, LLC, a Delaware limited liability company; initial stockholders are to holders of our founder shares prior to this offering; common stock are to our Class A common stock and our Class B common stock, collectively; founder shares are to 8,455,000 shares of our Class B common stock held by our initial stockholders, which includes an aggregate of 1,075,000 founder shares that are subject to forfeiture to the extent that the overallotment option is not exercised by the underwriters; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and to any warrants included in the units issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees) following the consummation of our initial business combination; private placement are to the private placement of 640,000 private placement units being purchased by our sponsor, which will occur simultaneously with the completion of this offering, at a purchase price of $10.00 per unit for a total purchase price of $6.4 million; private placement shares are to the shares of our Class A common stock included within the private placement units being purchased separately by our sponsor in the private placement; private placement units are to the units issued to our sponsor in a private placement simultaneously with the closing of this offering, each private placement unit consisting of one private placement share and one-third of one private placement warrant; private placement warrants are to warrants to purchase shares of our Class A common stock included within the private placement units being purchased separately by our sponsor in the private placement; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent such private placement warrants are no longer held by the initial purchasers or their permitted transferees; equity-linked securities are to any securities of our company which are convertible into or exchangeable or exercisable for, common stock of our company; and 1 Table of Contents specified future issuance are to an issuance of a class of equity or equity-linked securities to specified purchasers, which may include affiliates of our sponsor, that we may determine to make in connection with financing our initial business combination. Each unit consists of one share of Class A common stock and one-third of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. 2 Table of Contents PROPOSED BUSINESS Overview We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We currently intend to concentrate our efforts in identifying businesses providing technological services to the financial services industry, with particular emphasis on businesses that provide data processing, storage and transmission services, data bases and payment processing services. We are not, however, required to complete our initial business combination with a financial technology business and, as a result, we may pursue a business combination outside of that industry. We will seek to acquire established businesses that we believe are fundamentally sound but potentially in need of financial, operational, strategic or managerial redirection to maximize value. We do not intend to acquire start-up companies, companies with speculative business plans or companies that are excessively leveraged. We will seek to capitalize on the significant financial services, financial technology and banking experience and contacts of Daniel G. Cohen, our Chief Executive Officer, Betsy Z. Cohen, the Chairman of our Board of Directors, and James J. McEntee, III, our President, to identify, evaluate, acquire and operate a target business. If we elect to pursue an investment outside of the financial technology industry, our management s expertise related to that industry may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding that industry might not be relevant to an understanding of the business that we elect to acquire. Daniel G. Cohen, our Chief Executive Officer, Betsy Z. Cohen, our Chairman of the Board, and James J. McEntee, III, our President, have extensive experience in the financial services industry generally, and the financial technology industry in particular, as well as extensive experience in operating financial services companies in a public company environment. Several members of our management team, including our Chairman, served as executive officers and/or directors of FinTech Acquisition Corp., or FinTech I, a former blank check company which raised $100.0 million in its initial public offering in February 2015 and completed its initial business combination when it acquired FTS Holding Corporation in July 2016, which we refer to as the FinTech I Acquisition. See Management FinTech I for information regarding FinTech I and the Fintech I Acquisition. Several members of our management team also served as executive officers and/or directors of FinTech Acquisition Corp. II, or FinTech II, a blank check company which raised $175.0 million in its initial public offering in January 2017 and completed its initial business combination when it acquired Intermex Holdings II in July 2018, which we refer to as the FinTech II Acquisition. See Management FinTech II for information regarding FinTech II and the Fintech II Acquisition. In addition, certain members of our management team serve as executive officers and/or directors of FinTech Acquisition Corp. III, or FinTech III, a blank check company which raised $345.0 million in its initial public offering in November 2018 and completed its initial business combination with Paya, Inc. in October 2020, which we refer to as the FinTech III Acquisition. See Management FinTech III for information regarding FinTech III and the Paya acquisition. Also, certain members of our management team serve as executive officers and/or directors of FinTech Acquisition Corp. IV, or FinTech IV, a blank check company which raised $230.0 million in its initial public offering in September 2020. See Management FinTech IV for information regarding FinTech IV. We believe that potential sellers of target businesses will view the fact that our management team has successfully closed multiple business combinations with vehicles similar to our company as a positive factor in considering whether or not to enter into a business combination with us. However, past performance by our management team is not a guarantee of success with respect to any business combination we may consummate. Mr. Cohen, with over 22 years of experience in financial services and financial technology, is the Chairman of the Board of Directors and of the Board of Managers of Cohen & Company, LLC, and serves as the President and Chief Executive of the European Business of Cohen and Company, Inc. (NYSE: COHN), a financial services company with approximately $2.63 billion in assets under management as of June 30, 2020, and as President, a director and the Chief Investment Officer of Cohen and Company Inc. s indirect majority owned 3 Table of Contents subsidiary, Cohen & Company Financial Limited (formerly known as EuroDekania Management Limited), a Financial Conduct Authority regulated investment advisor and broker dealer focusing on the European capital markets ( CCFL ). Mr. Cohen previously served as Vice Chairman of the Board of Directors and of the Board of Managers of Cohen & Company, LLC. Mr. Cohen served as the Chief Executive Officer and Chief Investment Officer of Cohen and Company, Inc. from December 2009 to September 2013 and as the Chairman of the Board of Directors from October 2006 to September 2013. Mr. Cohen served as the executive Chairman of Cohen and Company, Inc. from October 2006 to December 2009. In addition, Mr. Cohen served as the Chairman of the Board of Managers of Cohen & Company, LLC from 2001 to September 2013, as the Chief Investment Officer of Cohen & Company, LLC from October 2008 to September 2013, and as Chief Executive Officer of Cohen & Company, LLC from December 2009 to September 2013. Mr. Cohen served as the Chairman and Chief Executive Officer of J.V.B. Financial Group, LLC (formerly C&Co/PrinceRidge Partners LLC), the Company s indirect broker dealer subsidiary ( JVB ), from July 2012 to September 2013. Mr. Cohen is also a founder, the former Chief Executive Officer and the current Chairman of The Bancorp, Inc. (NASDAQ: TBBK), which we refer to as Bancorp, a financial holding company with over $6.2 billion of total assets as of June 30, 2020. Bancorp s principal subsidiary is The Bancorp Bank, a state chartered bank that provides a wide range of commercial and retail banking products and services to both regional and national markets. Until October 2020, Mr. Cohen served as the Chief Executive Officer of FinTech III (NASDAQ: FTAC) and as Chairman of the Board of Directors of Insurance Acquisition Corp. (NASDAQ: INSU). Mr. Cohen currently serves as the Chief Executive Officer of FinTech IV (NASDAQ: FTIV) and INSU Acquisition Corp. II (NASDAQ: INAQ). Mr. Cohen served as Chief Executive Officer, President and a director of FinTech I until the FinTech I Acquisition, and as Chief Executive Officer and a director of FinTech II until the FinTech II Acquisition. He is also a past Chief Executive Officer of RAIT Financial Trust, which we refer to as RAIT, formerly a publicly traded real estate finance company focused on the commercial real estate industry, from December 2006 when it merged with Taberna Realty Finance Trust, to February 2009, and served as a trustee from the date RAIT acquired Taberna in February 2009 until his resignation from that position in February 2010. From 1998 to 2000, Mr. Cohen served as the Chief Operation Officer of Resource America, Inc., formerly a publicly traded asset management company with interests in energy, real estate and financial services. Mr. Cohen was also a past director of Jefferson Bank of Pennsylvania, a commercial bank and subsidiary of JeffBanks, Inc., a publicly traded bank holding company, which we refer to as JeffBanks, acquired by Hudson United Bancorp in 1999. Mrs. Cohen, with over 42 years of experience, was a founder of Bancorp and served as Bancorp s Chief Executive Officer from September 2000 through December 2014. Mrs. Cohen served as Chairman of the board of FinTech II until the FinTech II Acquisition, and also served as the Chairman of the board of directors of FinTech I until the Fintech I Acquisition and, following the FinTech I Acquisition, served on the post-business combination board of directors until May 2017. She is currently the Chairman of the board of directors of FinTech IV and FTAC Olympus Acquisition Corp. (NASDAQ: FTOC), and served, until October 2020, as Chairman of FinTech III. Mrs. Cohen is also a founder of RAIT and was its Chairman until December 2010 and its Chief Executive Officer until December 2006. She was also the founder and Chief Executive Officer of JeffBanks and its subsidiary banks from 1974 until the merger of JeffBanks into Hudson United Bancorp in 1999. Mr. McEntee, with over 22 years of experience, is a director of Bancorp and The Bancorp Bank, was previously the Chief Executive Officer of Alesco Financial, an investment firm specializing in credit related fixed income investment, until it merged with Cohen & Company and was the Chief Operating Officer of Cohen & Company. Mr. McEntee served as Chief Financial Officer of FinTech II until the FinTech II Acquisition, and also served as the Chief Financial Officer and Chief Operating Officer of FinTech I until the Fintech I Acquisition. He is currently President and Secretary of FinTech IV. Until October 2020, Mr. McEntee served as President and Chief Financial Officer of FinTech III. We believe our management team has the skills and experience to identify, evaluate and consummate a business combination and is positioned to assist businesses we acquire. However, our management team s network of contacts, and its investing and operating experience, do not guarantee a successful initial business combination. The members of our management team are not required to devote any significant amount of time to our business and are involved with other businesses. We cannot guarantee that our current officers and directors will continue in their respective roles, or in any other role, after our initial business combination, and their expertise may only be of benefit to us until we complete our initial business combination. Past performance by our management team is not a guarantee of success with respect to any business combination we may consummate. 4 Table of Contents Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act . Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. In evaluating a prospective target business, we expect to conduct an extensive due diligence review which will encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, and a review of financial and other information about the target and its industry. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, nor are we prohibited from partnering, submitting joint bids, or entering into any similar transaction with our sponsor, or an affiliate of our sponsor, in the pursuit of an initial business combination. If we seek to complete an initial business combination with such a company or we partner with our sponsor, or any of its affiliates in our pursuit of an initial business combination, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to fair market value that the business combination is fair to our company from a financial point of view. As more fully discussed in Management Conflicts of Interest, if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Certain of our directors currently have relevant fiduciary duties or contractual obligations that may take priority over their duties to us. 5 Table of Contents In addition, each of our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to the completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. In particular, an affiliate of our sponsor is currently sponsoring another blank check company, FinTech IV, which is seeking to complete a business combination. Many of our directors and officers serve in the same role for FinTech IV. Mr. Cohen also serves as the Chairman of the board of directors of INSU Acquisition Corp. II, or INSU II, another blank check company seeking to complete a business acquisition. Mrs. Cohen also serves as the Chairman of the board of directors of FTAC Olympus Acquisition Corp., or FTAC Olympus, another blank check company seeking to complete a business acquisition. Several of our officers and directors are officers and/or directors of INSU II and FTAC Olympus. Any such companies, including FinTech IV, INSU II and FTAC Olympus, may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts would materially affect our ability to complete our initial business combination. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. Our executive offices are located at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104-2870 and our telephone number is (215) 701-9555. 6 Table of Contents The Offering
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001829426_far-peak_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001829426_far-peak_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c0c32f4d16faa909b775cd00b391ae6382f89fca
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001829426_far-peak_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and article of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); management or our management team are to our executive officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor and our anchor investor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; sponsor are to Far Peak LLC, a Cayman Islands exempted limited liability company; and we, us, our, company or our company are to Far Peak Acquisition Corporation, a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and that the size of this offering will not be increased. General We are a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS SUBJECT TO COMPLETION, DATED NOVEMBER 30, 2020 $550,000,000 Far Peak Acquisition Corporation 55,000,000 Units Far Peak Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Although we may pursue an initial business combination with any business in any industry and any geographic location, we intend to focus our search for a target business in the financial technology, technology or financial services industries. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 8,250,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing of this offering but have not completed our initial business combination within such 24 month period), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc., which we refer to as our anchor investor, have agreed to purchase 7,000,000 warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. Our initial shareholders currently own 9,750,000 Class B ordinary shares (which share amount will not increase if the underwriters over-allotment option is exercised in part or in full or if the size of this offering is increased). The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the election of directors. Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol FPAC.U. We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on the NYSE under the symbols FPAC and FPAC.WS, respectively, on the 52nd day following the date of this prospectus unless the underwriters permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 33 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $550,000,000 Underwriting discounts and commissions(1) $0.4170 $22,937,500 Proceeds, before expenses, to us $9.58 $527,062,500 (1) Includes approximately $0.2807 per unit, or $15,437,500 in the aggregate (which aggregate amount will not increase if the underwriters over-allotment option is exercised in part or in full or the size of this offering is increased), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $550,000,000, or $632,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S. based trust account at JPMorgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 20 . Sole Book-Running Manager Wells Fargo Securities The date of this Prospectus is , 20 . Table of Contents We currently intend to concentrate our efforts in identifying businesses in the financial technology, technology or financial services (collectively, Fintech ) industries that offer a differentiated technology platform and product suite for interfacing with the financial services sector. We would also be interested in certain types of commerce-enabling technology companies that lie adjacent to the Fintech space. We view commerce-enabling companies to be those providing artificial intelligence, information, data and analytics, tech-enabled services, risk and compliance solutions, including those focused on financial, regulatory, fraud and cybersecurity risk, and/or enterprise software solutions, among others. Over the past several years, there has been a rise in the level of sophistication and interconnectivity between innovative technology and financial services providers, and we expect this trend to continue and accelerate. We believe that there are many potential targets within the Fintech space that could become attractive public companies. These potential targets exhibit a broad range of business models and financial characteristics that range from very high growth innovative companies to more mature businesses with established franchises, recurring revenues and strong cash flows. It has been noted that the total global investment in Fintech has risen substantially, from $9 billion in 2010 to over $135.7 billion in 2019, largely driven by an increase in venture capital investment from $1 billion to $53.3 billion over the same time period. We believe that there currently exist a number of privately owned Fintech companies that are attractive acquisition targets and well-positioned to deliver substantial value to shareholders in the public markets. Key industry characteristics include long-term organic growth, attractive competitive dynamics and further consolidation opportunities. Key business characteristics include high barriers to entry, low risk of technological obsolescence and public market-ready scale. Key financial metrics include robust revenue growth, recurring revenues and strong cash flow conversion. We are not, however, required to complete our initial business combination with a Fintech business and, as a result, we may pursue a business combination outside of that industry. We will seek to acquire established businesses that we believe are fundamentally sound but potentially in need of financial, operational, strategic or managerial redirection to maximize value. We will also look at earlier stage companies that exhibit the potential to change the industries in which they participate and which offer the potential of sustained high levels of revenue growth. Our Management Team Our management team will be led by Thomas W. Farley, who will serve as our Chief Executive Officer and President, and as Chairman of our board of directors, and David W. Bonanno, who will serve as our Chief Financial Officer, Secretary and as a member of our board of directors. Until recently (from 2018), Mr. Farley served as Chief Executive Officer, President and Chairman of the Board of Far Point Acquisition Corporation, or Far Point, a special purpose acquisition company that recently completed its initial business combination with Global Blue Group Holding AG (NYSE: GB), or Global Blue. Since the completion of Far Point s business combination, Mr. Farley has served as Chairman of Global Blue. Previously, Mr. Farley served as President of the NYSE Group of Intercontinental Exchange Inc., or ICE, from May 2014 to May 2018. Mr. Farley s responsibilities included leading all operations for the New York Stock Exchange, or the NYSE, and managing a diverse range of equity and equity options exchanges, comprising the largest equities listing and securities trading venue in the world. In this role, Mr. Farley spearheaded the NYSE through a significant strategic and operational transition, revitalizing an iconic business and brand. Under Mr. Farley s leadership, the NYSE improved trading market share from 58% to 63% (relative to Nasdaq) and listed 27 of the last 28 initial public offerings that raised over $1 billion in proceeds during this period. Mr. Farley also presided over a series of operational improvements which led to the tripling of profits, the doubling of pre-acquisition operating margin, the reduction of annual costs by $550 million and the modernization of NYSE technology. Prior to joining the NYSE, Mr. Farley served as the Senior Vice President of Financial Markets at ICE, where he oversaw a variety of modernization efforts, Table of Contents strategic acquisitions and exchange consolidations. Prior to joining ICE, Mr. Farley was President of SunGard Kiodex after serving as its Chief Financial Officer and Chief Operating Officer. Mr. Farley has also held various positions in investment banking and private equity. David W. Bonanno will serve as our Chief Financial Officer, Secretary and a director. Until recently (from 2018), Mr. Bonanno served as Chief Financial Officer and was a director of Far Point through its completion of its business combination with Global Blue in August 2020. From 2008 to 2020, Mr. Bonanno was a Managing Director at Third Point LLC, or Third Point, a New York based investment manager with $14.8 billion of assets under management as of December 31, 2019 which co-sponsored Far Point. During his twelve-year tenure at Third Point, Mr. Bonanno was responsible for analyzing and executing public and private investment opportunities across a broad range of industries including financial technology, financial services, telecommunications, energy and real estate. Additionally, Mr. Bonanno was the primary investment professional responsible for the Third Point Hellenic Recovery Fund L.P., a $750 million long term investment vehicle exclusively dedicated to illiquid growth investments in Southern Europe. Mr. Bonanno previously served as a director of Social Finance, Inc. (SoFi), Energean PLC (LSE: ENOG), Far Point Acquisition Corp (NYSE: FPAC), Hellenic Bank PCL (CSE: HB), Neptune Financial, Inc. and Tollerton Investments Limited, which held a 50.3% stake in Play Communications S.A. prior to its public listing on the Warsaw Stock Exchange in July 2017. Mr. Bonanno has served as a director or executive officer for companies which have collectively issued over $30 billion in debt and more than $4 billion in equity through the public and private capital markets, and completed three initial public offerings on major US and European exchanges. We believe that Mr. Farley and Mr. Bonanno s extensive relationships developed as the leaders of Far Point and at the NYSE Group and Third Point, as well as their extensive experience in the Fintech sector and financial markets, will allow us to identify and complete an attractive business combination. Mr. Farley and Mr. Bonanno s vast investing and operating experience in the Fintech sector will provide us with unique insights and access to potential opportunities. Mr. Farley and Mr. Bonanno s extensive network and operating experience will also be complemented with an exhaustive and systematic sourcing effort. During their tenure of executive management for Far Point, Mr. Farley and Mr. Bonanno identified over 150 potential Fintech targets and had direct discussions with over 100 of them, leading to confidential diligence processes with 19 potential targets and two signed letters of intent (with Global Blue and one other potential target) prior to Far Point s initial business combination with Global Blue. We also believe that the management team s expertise will be augmented by the other members of our board of directors, which will provide extensive experience in business and financial matters. Stanley A. McChrystal, Nicole Seligman and Charles Vice will each serve as independent members of our board of directors. General McChrystal and Ms. Seligman were independent directors of Far Point from 2018 through its completion of its business combination with Global Blue in August 2020. On June 14, 2018, Far Point completed its initial public offering generating total gross proceeds of $632,500,000. Promptly thereafter, Far Point commenced consideration of potential target business combinations. Far Point sought out potential target businesses based on internal research and through the networks of relationships of Far Point s management, board of directors and with the assistance of professional service providers, identifying and evaluating over 150 potential Fintech targets and directing discussions with over 100 of them, leading to confidential diligence processes with 19 potential targets and two signed letters of intent (with Global Blue and one other potential target) prior to Far Point s initial business combination with Global Blue, a leading provider of tax free shopping and payment solutions, and other parties to the agreement. The business combination was completed on August 28, 2020. Past experience or performance of our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of future performance. Our management Table of Contents team and their respective affiliates have been involved with a large number of public and private companies in addition to those identified above, not all of which have achieved similar performance levels. See Risk Factors Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. For a complete list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. Business Strategy Our business strategy is to identify and complete our initial business combination with a company that can benefit from the managerial and operational experience of our officers and directors. We believe that the wide networks of our management team will deliver access to a broad spectrum of opportunities across the Fintech landscape. In addition, we believe the relatively smaller number of our Founder Shares (9,750,000 Class B ordinary shares) and relatively smaller amount of deferred underwriting commissions ($15,437,500), which share and dollar amounts will not increase if the underwriters overallotment option is exercised in part or in full or the size of this offering is increased, will make us an attractive candidate for a business combination target as we will offer an overall lower cost of capital compared to other special purpose acquisition companies. Consistent with our industry focus, we intend to target Fintech businesses that we consider to have strong management teams, robust growth prospects and that provide a differentiated product or service. Opportunities range from high-growth, customer facing technologies in money transfer, payments, lending and cryptocurrency to more mature, high-margin, stable businesses providing critical processing and support to established financial services firms. The past decade has witnessed rapid development in financial services related technological innovation across the following sub-sectors: Retail banking and payments Wealth management and roboadvisors Exchanges and trading platforms Big data and artificial intelligence Enterprise software solutions, back-office processing and other tech-enabled services Blockchain technology and cryptocurrencies Risk and compliance solutions These trends were accelerating in development and adoption prior to the 2019 novel coronavirus ( COVID-19 ) outbreak and are likely to accelerate further as a result of the pandemic. Work from home, collaborative software tools, cybersecurity, digital payments, increasing amounts of data and artificial intelligence are all being produced and used at higher rates as consumers and businesses adopt Fintech solutions across all facets of their lives and work in response to COVID-19. This shift in how we use technology and information services is likely to continue and change the way businesses create value for their shareholders and customers. We believe these changes may produce new opportunities and potential business combination targets that were not viable prior to the COVID-19 pandemic. With increased adoption of Fintech solutions by both customers and businesses, we believe that the sector is poised for continued growth in both overall market size and penetration. We do not intend to limit our search to one segment of the Fintech ecosystem, but will instead target a wide variety of companies that deliver a technology solution to the financial services end-market, inclusive of both consumer and back-office Table of Contents services. We believe that our extensive experience and demonstrated success in both investing and operating businesses in this industry has culminated in a unique set of capabilities that will be utilized in generating shareholder returns, such as: Management and operating expertise: Our management team has extensive Fintech experience helping businesses increase revenue and margins, develop new products, reduce costs, navigate complex regulatory environments, evaluate and execute strategic acquisitions and raise capital. Capital markets expertise: Our management team has participated in over 400 IPOs (inclusive of Mr. Farley s time as head of the NYSE) and has significant experience developing public market investor communications and raising debt and equity capital in both public and private markets. Status as a public company: Many venture capital, entrepreneur or private equity-owned companies lack the public market currency needed to grow and take the next step in its evolution. We believe that our company will provide a solution that will enable accelerated growth of the target. Upon completion of this offering, the members of our management team will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire one or more companies for a total enterprise value of $2.0+ billion and that we believe: have strong, experienced management teams, or provide a platform to assemble an effective management team with a track record of driving growth and profitability; are significant players in Fintech and/or commerce-enabling industries; provide a platform for add-on acquisitions, which we believe will be an opportunity for our management team to deliver incremental shareholder value post-acquisition; have a defensible market position, with demonstrated advantages when compared to their competitors and which create barriers to entry against new competitors; are at an inflection point, such as requiring additional management expertise, are able to innovate through new operational techniques, or where we believe we can drive improved financial performance; are fundamentally sound companies that are underperforming their potential; exhibit unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; will offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved capital structure that will be weighed against any identified downside risks; can benefit from being publicly traded, are prepared to be a publicly traded company, and can utilize access to broader capital markets; and Table of Contents have a diversified customer base better positioned to endure economic downturns, changes in the industry landscape and evolving customer, supplier and competitor preferences. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the Securities and Exchange Commission, or SEC. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information that will be made available to us. We will also utilize our operational and capital planning experience. We are not prohibited from pursuing our initial business combination with a business combination target that is affiliated with our sponsor, our directors or our officers or from making the acquisition through a joint venture or other form of shared ownership with our sponsor, directors, officers or their affiliates. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, our directors or our officers, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Each of our directors and officers may, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination. In addition, certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association will provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Table of Contents Initial Business Combination So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (less the deferred underwriting commissions and income taxes payable on the interest and other income earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. Table of Contents The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Other Considerations We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our sponsor, officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Corporate Information We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and expect to receive, after the effectiveness of the registration statement of which this prospectus forms a part, a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the Table of Contents requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior March 31st, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates does not equal or exceed $250.0 million as of the prior March 31st, or (2) our annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not equal or exceed $700.0 million as of the prior March 31st. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Our executive offices are located at 480 6th Ave #342 New York, New York 10011 and our telephone number is (917) 737-1541. We maintain a corporate website at www.farpeak.com. The information contained on, or accessible through, our corporate website, or any other website that we may maintain, is not part of this prospectus or the registration statement of which this prospectus is a part. Table of Contents The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 55,000,000 units (or 63,250,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one redeemable warrant. Proposed NYSE symbols Units: FPAC.U Class A ordinary shares: FPAC Warrants: FPAC.WS Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Wells Fargo Securities, LLC informs us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K that includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over- Table of Contents allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 55,000,000 Ordinary shares: Number outstanding before this offering 9,750,000(1) Number outstanding after this offering 64,750,000(1)(2)(3) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 7,000,000 Number of warrants to be outstanding after this offering and the sale of private placement warrants 25,333,333(2) Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. (1) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. Founder shares are not subject to increase in the event the underwriters over-allotment option is exercised in part or in full or if the size of this offering is increased. (2) Assumes no exercise of the underwriters over-allotment option. (3) Includes 55,000,000 public shares and 9,750,000 founder shares. Table of Contents Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor, our anchor investor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of Table of Contents the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement, provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Table of Contents Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor, our anchor investor or their permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Shareholders Warrants ; Table of Contents if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Antidilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information Founder shares On October 21, 2020, our sponsor paid $25,000, or approximately $0.0026 per share, to cover certain offering costs on our behalf in consideration of 9,750,000 Class B ordinary shares, par value $0.0001. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The aggregate number of founder shares will not increase if the underwriters over-allotment option is exercised in part or in full or if the size of this offering is increased. On November 13, 2020, our sponsor transferred 70,000 founder shares to each of our independent Table of Contents director nominees. Upon consummation of our initial business combination, our sponsor will sell an aggregate of 1,950,000 founder shares to our anchor investor for the same price originally paid for such shares by our sponsor. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing of this offering but have not completed our initial business combination within such 24 month period) from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if we obtain approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial Table of Contents shareholders founder shares, we would need 22,625,001, or 41.1% (assuming the over-allotment option is not exercised and that the size of this offering is not increased), of the 55,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our sponsor, our anchor investor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor, our anchor investor and our directors and executive officers with respect to any founder shares. Founder shares conversion The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if we do not consummate an initial business combination, at the time of our initial business combination or earlier at the option of the holders thereof on a share for share basis. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of Table of Contents directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor and our anchor investor have committed, pursuant to subscription agreements, to purchase an aggregate of 7,000,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($10,500,000 in the aggregate), in a private placement that will close simultaneously with the closing of this offering. Among the private placement warrants, 3,500,000 warrants will be purchased by our sponsor and 3,500,000 warrants will be purchased by our anchor investor. If we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor, our anchor investor or their permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor, our anchor investor or their permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Anchor Agreements The anchor investor has agreed that if, in connection with an initial business combination, the sponsor decides (i) to forfeit, transfer to a third person, exchange, subject to transfer, vesting or conditional forfeiture provisions or amend the terms of all or any portion of the founder shares or the private placement warrants or (ii) to enter into any other arrangements with respect to the founder shares or the private placement warrants, including voting in favor of any amendment to the terms of the Table of Contents founder shares or the private placement warrants (each, a Change in Investment ), such Change in Investment shall apply pro rata to the anchor investor and the sponsor based on the relative number of founder shares or private placement warrants to be held by each upon consummation of the initial business combination; provided, however that in no event shall such Change in Investment apply to more than 25% of the founder shares to be purchased by the anchor investor or 20% of the private placement warrants held by the anchor investor. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor, anchor investor or their permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Working capital commitment Our sponsor and the anchor investor have agreed to provide us with an aggregate of $1,000,000 of proceeds from the purchase of additional private placement warrants, at $1.50 per warrant, split between them pro rata in relation to their holdings of private placement warrants, as necessary for working capital (or in lieu of such warrant purchase, our sponsor will lend up to such amount to us). Proceeds to be held in trust account NYSE rules require that at least 90% of the aggregate gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from Table of Contents this offering and the sale of the private placement warrants described in this prospectus, $550,000,000 or $632,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at JPMorgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $15,437,500 in deferred underwriting commissions (which will not increase if the underwriters over-allotment is exercised in part or in full or if the size of this offering is increased). Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months (or 27 months, as applicable) from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Table of Contents Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except for the withdrawal of interest to pay our income taxes. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $550,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,200,000 in working capital after the payment of approximately $1,800,000 in non-reimbursed expenses relating to this offering; an aggregate of $1,000,000 of proceeds from additional private placement warrants that our sponsor and the anchor investor have agreed to purchase from us at $1.50 per warrant, split between them pro rata in relation to their holdings of private placement warrants as necessary for working capital (or in lieu of such warrant purchase, our sponsor will lend up to such amount to us); and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be Table of Contents provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material Table of Contents nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account but net of taxes payable, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not Table of Contents be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Table of Contents Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 22,625,001, or 41.1% (assuming the over-allotment option is not exercised and the size of this offering is not increased), of the 55,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. Table of Contents If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to Table of Contents purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months (or 27 months, as applicable) from the closing of this offering to consummate our initial business combination. If we have not consummated an initial business combination within 24 months Table of Contents (or 27 months, as applicable) from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account but net of taxes payable, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or (B) with respect to Table of Contents any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account but net of taxes payable, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business Table of Contents combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee in compliance with NYSE rules, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Risks In making your decision on whether to invest in our securities, you should take into account the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act, and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors beginning on page 33 of this prospectus. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001829889_insu_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001829889_insu_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001829889_insu_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001830531_provident_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001830531_provident_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..00385546aad5705a8e47ec246090dbd24f0f02ed
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001830531_provident_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 dp143686_s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on December 31, 2020 Registration No. 333-251571 United States Securities and Exchange Commission Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Provident Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) Unit 11C/D, Kimley Commercial Building, 142 – 146 Queen s Road Central Hong Kong +852 2467 0338 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 Phone: (800) 221-0102 Fax: (800) 944-6607 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: James C. Lin Davis Polk & Wardwell LLP c/o 18th Floor, The Hong Kong Club Building 3A Chater Road, Central Hong Kong Tel: +852 2533-3300 Derek J. Dostal Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Tel: (212) 450-4000 Joel L. Rubinstein White & Case LLP 1221 Avenue of the Americas New York, New York 10020-1095 Tel: (212) 819-7642 Jessica Zhou White & Case 9th Floor Central Tower 28 Queen's Road Central Hong Kong Tel: +852 2822-8725 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price Per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount Of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2) 23,000,000 Units $10.00 $230,000,000 $25,093.00 Class A ordinary shares included as part of the units(3) 23,000,000 Shares — — — (4) Redeemable warrants included as part of the units(3) 11,500,000 Warrants — — — (4) Total $230,000,000 $25,093.00 (1)Estimated solely for the purpose of calculating the registration fee. (2)Includes 3,000,000 units, consisting of 3,000,000 Class A ordinary shares and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3)Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions. (4)No fee pursuant to Rule 457(g). The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated December 31, 2020 P R O S P E C T U S $200,000,000 Provident Acquisition Corp. 20,000,000 Units Provident Acquisition Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We intend to focus on consumption-focused companies with disruptive growth potential that have operations or prospective operations in Asia, with a particular focus on the technology sector in Southeast Asia, although we may pursue a business combination target in any business or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we do not complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Provident Acquisition Holdings Ltd., has committed to purchase an aggregate of 6,000,000 warrants (or 6,600,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $6,000,000 in the aggregate (or $6,600,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our initial shareholders, which include our sponsor, currently own an aggregate of 5,750,000 Class B ordinary shares, up to 750,000 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised and excluding any adjustment to the outstanding Class B ordinary shares related to the forward purchase agreements described below, which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. WF Asian Reconnaissance Fund Limited ("Ward Ferry") has entered into a forward purchase agreement with us in a private placement transaction which provides for the purchase by Ward Ferry of an aggregate of 2,500,000 Class A ordinary shares, plus an aggregate of 1,250,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share (each, a "forward purchase warrant"), for an aggregate purchase price of $25,000,000, or $10.00 per Class A ordinary share, to close concurrently with the closing of our initial business combination. In connection with entering into the forward purchase agreement, our sponsor will transfer an aggregate of 312,500 Class B ordinary shares to Ward Ferry concurrently with the closing of this offering for no cash consideration, which collectively represent 6.25% of the Class B ordinary shares issued and outstanding immediately after this offering (assuming no exercise of the underwriters over-allotment option). In addition, PT Nugraha Eka Kencana ("Saratoga"), a controlled subsidiary of PT Saratoga Investama Sedaya Tbk, an Indonesia-based investment company, has entered into a forward purchase agreement in a private placement transaction with us which provides for the purchase by Saratoga of an aggregate of 1,000,000 Class A ordinary shares, plus an aggregate of 500,000 forward purchase warrants, for an aggregate purchase price of $10,000,000, or $10.00 per Class A ordinary share, to close concurrently with the closing of our initial business combination. Further, Aventis Star Investments Limited, an affiliate of our sponsor and Provident Group, (collectively with Ward Ferry and Saratoga, the "anchor investors") has entered into a forward purchase agreement in a private placement transaction with us which provides for the purchase by the affiliate of an aggregate of 2,000,000 Class A ordinary shares, plus an aggregate of 1,000,000 forward purchase warrants, for an aggregate purchase price of $20,000,000, or $10.00 per Class A ordinary share, to close concurrently with the closing of our initial business combination. Accordingly, the anchor investors have collectively committed to buy from us an aggregate of 5,500,000 Class A ordinary shares, plus an aggregate of 2,750,000 forward purchase warrants, for an aggregate purchase price of $55,000,000, or $10.00 per Class A ordinary share, in private placement transactions that would close substantially concurrently with our initial business combination s closing. The obligations under the forward purchase agreements do not depend on whether any Class A ordinary shares are redeemed by our public shareholders. After giving effect to the transfer of Class B ordinary shares to Ward Ferry, our sponsor will own 5,327,500 Class B ordinary shares, up to 750,000 of which will be surrendered to us by our sponsor for no consideration after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised. The total number of Class B ordinary shares outstanding after this offering and the expiration of the underwriters over-allotment option will equal 20% of the sum of the total number of Class A ordinary shares and Class B ordinary shares outstanding at such time. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to adjustment as described herein. Only holders of Class B ordinary shares will have the right to elect directors in any election held prior to or in connection with the completion of our initial business combination. On any other matters submitted to a vote of our shareholders, holders of Class B ordinary shares and holders of Class A ordinary shares will vote together as a single class, except as required by law. Currently, there is no public market for our units, Class A ordinary shares or warrants. We have applied to list our units on the Nasdaq Capital Market, or Nasdaq, under the symbol "PAQCU". We expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Citigroup Global Markets Inc., the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols "PAQC" and "PAQCW", respectively. We are an "emerging growth company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 40 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Per Unit Total Public offering price $10.00 $200,000,000 Underwriting discounts and commissions(1) $0.55 $11,000,000 Proceeds, before expenses, to Provident Acquisition Corp. $9.45 $189,000,000 (1)$0.20 per unit, or $4,000,000 in the aggregate (or $4,600,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $7,000,000 in the aggregate (or up to $8,050,000 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also "Underwriting" for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000, or $230,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $4,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $4,600,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The units will be ready for delivery on or about , 2021. table of contents Page Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CIK0001832010_omega_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CIK0001832010_omega_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..85e60c972710b6bf7b56a4f8ea93f5971ce528cd
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CIK0001832010_omega_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; company, we, us, our, or our company are to Omega Alpha SPAC, a Cayman Islands exempted company; founders are to Otello Stampacchia, PhD, Michelle Doig, Francesco Draetta, CFA, FRM, CAIA and Vincent Ossipow, PhD, CFA, senior executives of Omega Funds; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to our sponsor and each other holder of founder shares upon the consummation of this offering; management or our management team are to our executive officers and directors (including our director nominees who will become directors at the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; Omega Funds or Omega are to Omega Fund Management, LLC, an affiliate of our sponsor; private placement shares are to the Class A ordinary shares to be issued to our sponsor in a private placement simultaneously with the closing of this offering (which private placement shares are identical to the shares sold in this offering, subject to certain limited exceptions as described in this prospectus) and upon conversion of working capital loans; public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares to be sold in this offering (whether they are purchased in this offering or thereafter in the open market); and sponsor are to Omega Alpha Management, a Cayman Islands limited liability company. Any forfeiture or transfer of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a newly organized blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED December 21, 2020 PRELIMINARY PROSPECTUS $100,000,000 Omega Alpha SPAC 10,000,000 Class A Ordinary Shares Omega Alpha SPAC is a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is the initial public offering of our Class A ordinary shares, par value $0.0001 per share, which we refer to as our public shares, at an initial public offering price of $10.00 per share. The underwriters have a 45-day option from the date of this prospectus to purchase up to 1,500,000 additional public shares to cover over-allotments, if any. Unlike many other special purpose acquisition companies, we are not offering any warrants to prospective investors in this offering. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations and on the conditions as described herein. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Omega Alpha Management, has agreed to purchase 425,000 Class A ordinary shares, which we refer to as the private placement shares (or 455,000 private placement shares if the underwriters over-allotment option is exercised in full), at a price of $10.00 per share in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $4,250,000 (or $4,550,000, if the over-allotment option is exercised in full). The private placement shares are identical to the Class A ordinary shares sold in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders currently own 2,875,000 Class B ordinary shares (up to 375,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised) which will automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to the adjustments as described herein. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the election of directors. Our sponsor and certain affiliates of Omega Funds have indicated an interest to purchase up to an aggregate of 2,500,000 of our Class A ordinary shares (for $10.00 per share or $25,000,000 in the aggregate) in a private placement that would occur concurrently with the consummation of our initial business combination. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-business combination company. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor and such affiliates of Omega Funds may determine not to purchase any such shares, or to purchase fewer shares than they have indicated an interest in purchasing. We are not under any obligation to sell any such shares. Such investment would be made on terms and conditions determined at the time of the business combination. Currently, there is no public market for our Class A ordinary shares. We intend to apply to have our public shares listed on The Nasdaq Capital Market, or Nasdaq, under the symbol OMEG. We cannot guarantee that our public shares will be approved for listing on Nasdaq. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 28 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ 10.00 $ 100,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 5,500,000 Proceeds, before expenses, to us $ 9.45 $ 94,500,000 (1) Includes $0.35 per share, or $3,500,000 in the aggregate (or $4,025,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting beginning on page 138 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement shares described in this prospectus, $100.0 million, or $115.0 million if the underwriters over-allotment option is exercised in full ($10.00 per share in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the public shares for sale on a firm commitment basis. The underwriters expect to deliver the shares to the purchasers on or about , 2021. Joint Book-Running Managers JefferiesMorgan Stanley , 2021 TABLE OF CONTENTS combination target. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. While we may pursue a business combination target in any business or industry, we intend to focus on the healthcare or healthcare-related industries, to capitalize on the expertise and capabilities of our management team in order to create long-term shareholder value. In particular, we expect to target North American or European companies in the biotechnology sector where our management team has extensive investment experience. Our Founders Our sponsor is an affiliate of Omega, a leading international life sciences-focused investment firm with more than $1 billion of investment capital raised as of September 30, 2020. With headquarters in Boston, Massachusetts and a presence in Geneva, Switzerland through its sub-advisory relationship with NeoMed Management ( NeoMed ), Omega creates and invests in companies that develop drugs and medical devices addressing significant unmet medical needs. Otello Stampacchia, PhD, our Chief Executive Officer, is the founder and Managing Director of Omega. Michelle Doig, our President, and Vincent Ossipow, PhD, CFA, our Chief Scientific Officer are both Partners of Omega, and Francesco Draetta, CFA, FRM, CAIA, our Chief Financial Officer, is Principal of Omega. As an affiliate of Omega, we will benefit from our access to Omega s investment approach and database, which serve as a market lens for the entire life sciences sector. Omega s investment activity is focused on identifying and investing in private and public companies in the life sciences sector across North America and Europe. Omega employs a versatile investment toolkit in carrying out its objectives creating companies by partnering with exceptional management teams and founders, leading and co-investing in financings for companies across various phases of development and capital growth, and actively participating in pre-IPO financings known as crossover rounds. Moreover, Omega s experience in the public markets has fostered relationships with a wide range of public investors and provides the team with the know-how to properly support and position its investments for long-term success as public companies. Since its inception in 2004, Omega has established a strong track record of sourcing, building relationships with, and investing in innovative and successful life sciences companies. Since 2018, Omega has typically met with approximately 300 private companies annually to evaluate various financing options. The team at Omega, led by twelve investment professionals with a multi-disciplinary and complementary skillset spanning science and finance, is able to identify, source, assess, and invest in these opportunities. Moreover, through its relationship with NeoMed, Omega benefits from a close proximity to European investment opportunities, enabling quicker identification, evaluation and oversight of these investments with valuable country-specific networks of entrepreneurs, management team members and co-investors who are better equipped with knowledge of local regulations, trends and preferences. Omega has held investments in over 140 companies to date, resulting in 38 commercialized products. As of October 30, 2020, 31 of such companies have gone public, 34 have been acquired (with an additional acquisition expected to close in the first quarter of 2021) and 25 have reached valuations of at least $1 billion. One of the companies that has gone public and eight of the companies that have been acquired were managed by Omega pursuant to an advisory agreement with funds managed by a European fund manager through special purpose vehicles. Recent representative investments include: Arcutis Biotherapeutics, Inc. (Nasdaq: ARQT), Atea Pharmaceuticals, Inc. (Nasdaq: AVIR), Beam Therapeutics Inc. (Nasdaq: BEAM), Gossamer Bio, Inc. (Nasdaq: GOSS) ( Gossamer Bio ), Immunic, Inc. (Nasdaq: IMUX) ( Immunic Therapeutics ), Juno Therapeutics, Inc. (Nasdaq: JUNO; acquired by Celgene Corporation) ( Juno Therapeutics ), Kronos Bio, Inc. (Nasdaq: KRON) ( Kronos Bio ), Morphic Holding, Inc. (Nasdaq: MORF) ( Morphic Therapeutic ), Spruce Biosciences, Inc. (Nasdaq: SPRB), and Translate Bio, Inc. (Nasdaq: TBIO). Omega invested in all of these companies while they were private, and each subsequently completed an initial public offering ( IPO ) or a reverse merger into a public company. Our Management Team Our management team has over 65 years of collective investing experience in the life sciences, led by Otello Stampacchia, our Chief Executive Officer, Michelle Doig, our President, Francesco Draetta, our Chief Financial Officer and Vincent Ossipow, our Chief Scientific Officer, each of whom has significant transactional experience building, operating and investing in the healthcare sector globally. They will be supported by a TABLE OF CONTENTS team of eight investment professionals located across North America and Western Europe and additional support resources as further described below. We believe our management team has the skills and experience to complement our business strategy, as well as significant expertise in identifying high quality companies seeking financing as a stepping stone to accessing public markets. With significant exposure to such opportunities and deep experience in investing in both private and public healthcare markets, we expect to have access to a large volume of potential investment opportunities, which we believe represents a competitive advantage. Otello Stampacchia, PhD serves as our Chief Executive Officer and the Chairman of our board of directors. Dr. Stampacchia is founder, Managing Director, and a member of the investment committee at Omega. Dr. Stampacchia currently serves on the board of directors of public companies: Kronos Bio (Nasdaq: KRON), Morphic Therapeutic (Nasdaq: MORF), and Replimune Group, Inc. (Nasdaq: REPL) ( Replimune ), and private companies: Amunix Pharmaceuticals, Inc. and Scorpion Therapeutics, Inc. ( Scorpion Therapeutics ). Prior to founding Omega, Dr. Stampacchia was in charge of life sciences direct investments and diligence for healthcare venture fund of fund investments at AlpInvest Partners (now part of The Carlyle Group). Before AlpInvest Partners, he was the portfolio manager of the Lombard Odier Immunology Fund, an investment vehicle in Geneva, Switzerland, investing in public and private healthcare companies worldwide. Michelle Doig serves as our President and a director on our board of directors. Ms. Doig is a Partner at Omega. Ms. Doig also currently serves on the board of directors of Nuvation Bio. Prior to Omega, Ms. Doig was Director of Corporate Finance at Third Rock Ventures, where she supported numerous portfolio companies with financing strategy and execution. Prior to joining Third Rock Ventures, Ms. Doig was Principal, Corporate Finance, at Abingworth (in both London and Boston offices). She was also a life sciences investment banker with Lehman Brothers International in London, JP Morgan/H&Q in New York and Morgan Stanley in Toronto and New York. Francesco Draetta, CFA, FRM, CAIA serves as our Chief Financial Officer. Mr. Draetta is a Principal at Omega. Mr. Draetta currently serves on the board of directors of private company Chord Therapeutics SA. Prior to joining Omega, Mr. Draetta was an Analyst at Brookside Mezzanine Partners, a mezzanine fund investing in subordinated debt and minority equity in small- to mid-size companies throughout the U.S., where he focused on due diligence, deal management, and investor relations. Prior to Brookside Mezzanine Partners, Mr. Draetta was an Associate at Commonfund Capital (CCI), the private capital arm of Commonfund, where he focused on due diligence, manager selection, investment management, and investor relations for CCI s private equity, venture capital, and natural resources programs. He began his career at Omega as an Analyst. Vincent Ossipow, PhD, CFA serves as our Chief Scientific Officer. Dr. Ossipow is a Partner at Omega. Dr. Ossipow currently serves on the board of directors of Immunic Therapeutics (Nasdaq: IMUX) and private companies eTheRNA Immunotherapies Nv and FoRx Therapeutics AG. Previously, Dr. Ossipow worked at Sectoral Asset Management, a healthcare institutional investor, as a Partner for private investments. Prior to that, he was research fellow at the University of Geneva, studying the molecular basis of brain function, and also acted as Sectoral Asset Management s Chief Scientific Officer. Previously, he worked at Pictet Bank as a research analyst for biotechnology equities and as a co-manager of the Pictet Biotech Fund, a listed investment vehicle. Daniel Lynch has agreed to serve on our board of directors following the completion of this offering. Mr. Lynch currently serves as chairman of the board of directors of bluebird bio, Inc., Blueprint Medicines Corp., Xilio Therapeutics, Inc., Surface Oncology, Inc., SpringWorks Therapeutics, Inc. and Translate Bio, Inc., as a director on the board of directors of Nextech Invest Limited and as an advisor at Third Rock Ventures. Previously, Mr. Lynch served as chief executive and chief financial officer of ImClone Systems Corporation, where he led ImClone through a significant turnaround, helping to restore the company s reputation and to secure FDA approval of ERBITUX (Cetuximab), a novel cancer treatment. Prior to that, he served in various financial positions at Bristol-Myers Squibb over a 15-year tenure. Mr. Lynch received his B.A. in mathematics from Wesleyan University and his M.B.A. from the Darden Graduate School of Business Administration at the University of Virginia. Jan van de Winkel, PhD has agreed to serve on our board of directors following the completion of this offering. Dr. van de Winkel is a co-founder of Genmab A/S ( Genmab ) and served as President, Research & Development and Chief Scientific Officer of the company until his appointment as President & Chief Executive Officer in 2010. Dr. van de Winkel has more than 25 years of experience in the therapeutic antibody field and served as TABLE OF CONTENTS Vice President and Scientific Director of Medarex Europe prior to Genmab. He is the author of over 300 scientific publications and has been responsible for over 150 patents and pending patent applications. Dr. van de Winkel holds a professorship of immunotherapy at Utrecht University. He is chairman of the board of directors of Hookipa Pharma Inc, and member of the board of directors of Leo Pharma A/S. Martin Babler has agreed to serve on our board of directors following the completion of this offering. Mr. Babler currently serves on the board of directors of Neoleukin Therapeutics, Inc. (Nasdaq: NLTX). Mr. Babler was chief executive officer of Principia BioPharma, Inc., a start-up company established to develop novel small molecule drugs for autoimmune diseases, from April 2011 until its acquisition by Sanofi in September 2020. From December 2007 to April 2011, Mr. Babler was chief executive officer of Talima Therapeutics, Inc., a privately held drug delivery company. Prior to joining Talima, from 1998 to 2006, Mr. Babler was Vice President of Immunology Sales and Marketing, built and led the Commercial Development organization and initially served as Director of Cardiovascular Marketing, at Genentech, Inc. Prior to joining Genentech, Mr. Babler held various roles of increasing responsibility in sales, sales management, marketing and business development with Eli Lilly and Company. Joseph Slattery has agreed to serve on our board of directors following the completion of this offering. Mr. Slattery currently serves on the board of directors of Replimune, Morphic Therapeutic and CVRx, Inc. He previously served as executive vice president and CFO of TransEnterix, Inc., as executive vice president and CFO at Baxano Surgical Inc., and as CFO and senior vice president of finance and information systems of Digene Corp. He has served on the board of directors of Micromet, Inc., TranS1, Inc., and Exosome Diagnostics, Inc. Our management team s efforts to seek a suitable business combination target will be complemented and augmented by the team members expertise and network of relationships. Having selected Boston as Omega s headquarters early on in its foundation and its strategic relationship with NeoMed, with offices in Geneva, Switzerland, and Oslo, Norway, we believe we will have a transatlantic presence and network of relationships in North America and Europe that will allow us to generate an attractive transaction for our shareholders. Our Business Strategy & Approach We aim to identify companies that focus on addressing significant unmet medical needs with novel therapeutics, devices, or platform technologies. Omega s investment philosophy is founded on the conviction that discovering and delivering medical innovation with a meaningful impact on patients lives drives upsized returns. Omega s investment team has established a strong track record across the life sciences industry, and we can leverage its reputation, experience and record of success within the global healthcare investment community, as well as its long-standing personal deal networks, to aid in sourcing new deals and adding value post-investment. We believe Omega s experience and network can offer access to a large volume of potential investment opportunities, representing a meaningful competitive advantage in sourcing a potential business combination. Additionally, the strength of Omega s network is bolstered by its transatlantic presence and investment experience, which positions our team to evaluate opportunities across both North America and Western Europe. This presence provides us with a robust network, as well as a deep understanding of potential sources of opportunity, including value arbitrage between geographies. For example, based on prior deal experience, Omega has identified in Europe, and in particular Switzerland and the United Kingdom, a number of investment opportunities that can be accessed at potentially attractive valuations when compared to many similar opportunities in North America. Additionally, Omega has managed to further leverage its transatlantic presence to source innovative science and novel technologies from Europe, and has been successful in scaling these companies and introducing them to the US capital markets. These experiences and the insights gained from such transactions have the potential to differentiate us from other life sciences investors that have created special purpose acquisition companies. Further, we believe we will benefit from Omega s approach and proprietary database that it applies to sourcing deals, conducting due diligence, executing transactions, adding value post-investment and driving exits. The team s know-how, updated regularly, builds upon prior transaction experience and feeds into Omega s database, delivering valuable relationships between individual pieces of data. We expect to leverage the power of these relationships and create a nodal network of actionable information to deploy within our investment process. We believe that this approach allows the mining and analysis of accumulated information in Omega s database to generate significant and valuable deal flow for our team. TABLE OF CONTENTS We believe that Omega s approach and resources will also allow us to identify attractive companies and assets, as well as repeat successful entrepreneurs and management teams addressing significant unmet medical needs. Omega has successfully utilized this approach in connection with the creation of several high-profile companies that have led to profitable returns. For example, Omega was heavily involved in the formation and syndication of financings of Replimune, Gossamer Bio, Kronos Bio, Nuvation Bio, and Scorpion Therapeutics and the syndication of a Series B financing and initial public offering for Spruce Biosciences. Omega s approach was successfully utilized in connection with its involvement in the creation, financing and growth of Replimune. Omega established a relationship with the founders of Replimune in March 2007 and participated in Replimune s founding in May 2015, by investing $1 million in the $2 million seed round. Omega continued its involvement in Replimune s growth, investing in Replimune s $30 million Series A financing, with Dr. Stampacchia joining the board and helping syndicate Replimune s $55 million Series B crossover round. Dr. Stampacchia served on the Replimune pricing committee in connection with an upsized IPO raising $100 million, in which Omega also participated as a purchaser. These financings have allowed Replimune to define its lead drug construct and commence clinical trials on its lead candidate, RP1, as well as its second generation candidate, RP2. Nuvation Bio is another example of the success of Omega s approach in connection with the provision of syndication support for financings. Omega led, structured and syndicated Nuvation s $275 million Series A financing, whereby both Ms. Doig and Dr. Stampacchia were appointed to the board, who were later joined by Dr. Claudio Nessi in April 2020. The Omega directors serving on Nuvation s board assisted Nuvation with recruiting strong leadership for its board and management team. Since August 2020, the Omega members of the Nuvation board have been involved in the negotiation of the acquisition of Nuvation by Panacea Acquisition (Nasdaq: PANA) with a $1.5 billion pre-money valuation for Nuvation and a concurrent $500 million financing by means of a private investment in public equity ( PIPE ) transaction, which was announced on October 21, 2020, shortly after Nuvation s investigational new drug application with the United States Food and Drug Administration (the FDA ) for lead candidate NUV-422 was accepted. The anticipated closing date of the merger and the PIPE financing is expected in the first quarter of 2021 after which the company is expected to have approximately $850 million of cash resources. Another example of the successful use of the Omega approach to identify attractive companies is reflected by its co-leading Spruce Biosciences $88 million Series B financing, in which Omega also attained a board seat held by Omega partner, Dr. Dina Chaya. After the Series B financing, Dr. Chaya was involved with the recruitment of key members of Spruce Biosciences leadership. In May 2020, Spruce launched Phase 2 trials in adult classic congenital adrenal hyperplasia. Capital to support such trials was secured through an upsized IPO, raising over $100 million in October 2020, during which Dr. Chaya served on the IPO pricing committee and Omega assisted with syndication and participated as a purchaser. We expect to further deploy this approach to: Identify, connect and continue to foster relationships with key constituencies across the life sciences industry. Omega s proprietary database includes valuable information on important market participants, allowing the team to identify and foster close relationships with both individuals, such as key opinion leaders, physicians, clinicians, and current and former management teams, board members, and scientific advisory board members, as well as institutions, such as academic centers, clinical institutions, hospitals, biopharmaceutical companies and other healthcare investors. We believe these relationships will provide sustainable sources of profitable investment opportunities, support thorough due diligence of those opportunities and deliver meaningful prospects for value creation post-investment; Understand emerging technologies and the evolving standard of care in various therapeutic areas and disease settings. Omega focuses on innovation in therapeutic areas where the team has deep expertise, including oncology, immunology, rare diseases and precision medicine, among others, in order to identify and access potential sources of innovation within the respective spaces. Omega s investment experience will provide us with resources for successfully identifying and supporting companies across the full arc of innovation from company formation through clinical milestones and commercial adoption; Efficiently monitor attractive investment opportunities in transformative innovation. Omega s resources will allow us to identify assets, products, technologies and companies in North America and Europe that TABLE OF CONTENTS are focused on addressing significant unmet medical needs. We will be able to conduct extensive due diligence using Omega s proprietary database in order to understand the key value-driving inflection points over the life of a prospective investment; and Continue adding value post-investment to drive profitable exits. Following the business combination, we intend to continue focusing the company on the value-inflection points that we believe can lead to a successful exit. For example, in prior investments including Juno Therapeutics and Gossamer Bio, Omega and our management team has helped companies successfully locate and acquire bolt-on opportunities, which have resulted in meaningful value creation. We have a history of utilizing a proactive, hands-on approach, working closely with boards and management teams to explore various exit scenarios to optimize outcomes and maximize investor returns. Omega s approach and proprietary database are integral to its strong track record of creating value across its portfolio. The team has successfully utilized this approach to source and in-license promising assets, as it did with Gossamer Bio and Juno Therapeutics, to recruit and build exceptional teams, as with Replimune and Scorpion Therapeutics, as well as to structure and syndicate successful financings, such as with Morphic Therapeutic and Nuvation Bio. We believe leveraging this approach will support our goal of financing a company that will deliver significant returns to investors by developing transformative therapies that address the significant unmet medical needs of patients. Industry Opportunity Our primary focus will be on the life sciences industry. We believe the industry represents an enormous and growing market opportunity with a large number of potential acquisition targets. Growth within the biopharmaceutical industry is driven by a number of macro industry trends. For example, global prescription pharmaceutical sales are expected to grow from approximately $875 billion in 2019 to approximately $1.2 trillion in 2024, representing a compound annual growth rate of 7% according to EvaluatePharma. This growth is driven by global, secular trends, including population growth, increasing life expectancy and growth of the middle classes in emerging markets. In addition, a dramatic acceleration of medical research in recent years has led to a better understanding of the molecular origins of disease and identification of potential targets for therapeutic intervention. This has created research and development opportunities for new drugs to address the more than 9,500 estimated diseases without cures. The significant pace of innovation is also reflected in recent drug approvals by the FDA . There has been a gradual increase in FDA approval of new drugs, from 163 approvals between 2010 and 2014 to 220 approvals between 2015 and 2019. We believe that these trends present a favorable opportunity for investors in preclinical to pre-commercial companies within the biotechnology sector, which is where Omega has largely focused since its inception. The increasing demand for available treatments, as well as the significant pace of biopharmaceutical innovation, has led to an expansion within the biopharma industry. According to USA Life Sciences Database, in 2020, there were estimated to be approximately 16,000 life sciences companies in the US, only a fraction of which are publicly traded. We believe that privately held life sciences companies represent an enormous investment opportunity, and recent trends in equity capital markets continue to demonstrate the desire of these companies to access public capital. Since 2015, approximately $250 billion has been raised in the public equity markets by life sciences companies (over $72 billion of which has been raised in 2020), of which approximately $46 billion has been raised through initial public offerings by approximately 316 life sciences companies. Finally, we believe that there is tremendous investor demand for the life sciences sector, driven in part by the innovation highlighted within the ongoing novel coronavirus ( COVID-19 ) pandemic. Furthermore, we believe that market volatility caused by the COVID-19 pandemic is likely to make an acquisition by a special purpose acquisition company, such as us, even more attractive to private companies. This is because it promises more certainty about deal completion, a more efficient path to the public markets, and a defined investor base. Given our sponsor s track record of identifying, evaluating, and investing in leading life sciences companies, we believe that we will identify a business combination target that will benefit by partnering with us to go public. TABLE OF CONTENTS Business Combination Criteria Consistent with our business strategy, we plan to utilize Omega s database and networks to source and originate deals in therapeutic areas that we believe have a significant unmet clinical need. We intend to focus on innovation in therapeutic areas where our team has deep expertise, including oncology, immunology, rare diseases, precision medicine and others. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter our initial business combination with a target business that does not meet these criteria and guidelines. We will seek to acquire companies or assets that demonstrate most or all of the following characteristics: Rigorous science that is attempting to treat diseases with significant unmet medical need; Compelling data indicating a drug candidate or platform is likely to generate a differentiated therapeutic for patients suffering from serious disease and with unmet need; and Management team members, scientific advisory board members, board of director members and syndicate partners with extensive track records of successfully operating companies in the life sciences industry. These criteria and guidelines are not intended to be exhaustive, and we may use other or additional criteria that our management team deem to be relevant to evaluate the merits of any particular initial business combination. We believe that the network of contacts and relationships of our management team and Omega s differentiated platform will provide us important sources of investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. Initial Business Combination Nasdaq rules require that we complete one or more business combinations having an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the amount of deferred underwriting commissions held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination and that a majority of our independent directors approve such initial business combination(s). If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the TABLE OF CONTENTS Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to the completion of our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. Our sponsor and certain affiliates of Omega Funds have indicated an interest to purchase up to an aggregate of 2,500,000 of our Class A ordinary shares (for $10.00 per share or $25,000,000 in the aggregate) in a private placement that would occur concurrently with the consummation of our initial business combination. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-business combination company. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor and such affiliates of Omega Funds may determine not to purchase any such shares, or to purchase fewer shares than they have indicated an interest in purchasing. We are not under any obligation to sell any such shares. Such investment would be made on terms and conditions determined at the time of the business combination. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Omega Funds or our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Omega Funds, our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Affiliates of Omega Funds and members of our board of directors will directly or indirectly own founder shares and private placement shares following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Omega Funds is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We will not consider a business combination with any company that has already been identified to Omega Funds as a suitable acquisition candidate for it, unless Omega Funds, in its sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity in accordance with Omega Funds applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. TABLE OF CONTENTS Omega Funds may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These Omega Funds investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. Our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. In addition, certain of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, any future special purpose acquisition companies we expect they may be involved in and investment funds, accounts, co-investment vehicles and other entities managed by affiliates of Omega Funds and certain companies in which Omega Funds or such entities have invested. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any future special purpose acquisition companies we expect they may be involved in and any other funds or other investment vehicles), then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to Omega Funds or our founders may be suitable for both us and a current or future Omega Funds fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio company or other entity before being directed, if at all, to us. None of Omega Funds, our founders or any members of our board of directors who are also employed by Omega Funds or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of Omega Funds. However, we do not expect these duties to materially affect our ability to complete our initial business combination. In addition, our founders, officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. In the future we expect they may serve as officers and/or directors of other future special purpose acquisition companies. Moreover, our founders, officers and directors have, and will have in the future, time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by Omega Funds. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investments funds, accounts, co-investment vehicles and other entities managed by Omega Funds (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles and other entities), Omega Funds and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. Unlike many other special purpose acquisition companies, we are not offering any warrants to prospective investors in this offering. Corporate Information Our executive offices are located at 888 Boylston Street, Suite 1111, Boston, Massachusetts 02199. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and expect to receive, after TABLE OF CONTENTS the effectiveness of the registration statement of which this prospectus forms a part, a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. TABLE OF CONTENTS THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Security offered 10,000,000 Class A ordinary shares (or 11,500,000 Class A ordinary shares if the underwriters over-allotment option is exercised in full), at $10.00 per share. Proposed Nasdaq symbol Class A ordinary shares: OMEG Ordinary shares: Number outstanding before this offering 2,875,000(1)(2) Number outstanding after this offering 12,925,000(1)(3)(4)(5) Founder shares On November 2, 2020, our sponsor paid $25,000 to cover for certain expenses on behalf of us in exchange for 3,593,750 founder shares, or approximately $0.007 per share. On November 13, 2020, our sponsor contributed 718,750 founder shares back to us, resulting in an aggregate of 2,875,000 founder shares outstanding. All shares and associated amounts have been adjusted to reflect the share surrender. Up to 375,000 of such shares are subject to forfeiture, depending on the extent to which the underwriter s over-allotment option is exercised. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our initial shareholders (and their permitted transferees), on an as-converted basis, at 20% of our issued and outstanding ordinary (1) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (2) Includes up to 375,000 founder shares that are subject to forfeiture. (3) Assumes no exercise of the underwriters over-allotment option. (4) Includes 10,000,000 public shares, 425,000 private placement shares and 2,500,000 founder shares, assuming 375,000 founder shares have been forfeited. (5) Unlike other special purpose acquisition companies, we are not offering any warrants to prospective investors in this offering. TABLE OF CONTENTS shares (excluding the private placement shares) upon the consummation of this offering. The founder shares are identical to the Class A ordinary shares being sold in this offering, except that: only holders of the founder shares have the right to vote on the election of directors prior to the completion of our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares, private placement shares and public shares they hold, (ii) to waive their redemption rights with respect to any founder shares, private placement shares and any public shares purchased during or after this offering in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In such case, our sponsor and each member of our management team have agreed to vote their founder shares, private placement shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares and private placement shares, we would need 3,537,501, or 35.38%, of the 10,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised); TABLE OF CONTENTS the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares and private placement shares Except as described herein, our sponsor and our management team have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement shares until 30 days after the completion of our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and management team with respect to any founder shares and private placement shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the private placement shares) upon the consummation of this offering (net of any redemptions of Class A ordinary shares by public shareholders), plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement shares issued to our sponsor, members of our management team or any of their affiliates upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. TABLE OF CONTENTS The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. Election of directors; Voting rights Prior to the completion of our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by holders representing at least two-thirds of our outstanding Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Our amended and restated memorandum and articles of association will provide that our board of directors will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. Private placement shares Our sponsor has committed, pursuant to a written agreement, to purchase 425,000 private placement shares (or 455,000 private placement shares if the underwriters over-allotment option is exercised in full), at a price of $10.00 per share ($4,250,000 in the aggregate or $4,550,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The private placement shares are identical to the Class A ordinary shares sold in this offering, subject to certain limited exceptions as described in this prospectus. If we do not consummate an initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private placement shares held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement shares will be worthless. Indication of Interest Our sponsor and certain affiliates of Omega Funds have indicated an interest to purchase up to an aggregate of 2,500,000 of our Class A ordinary shares (for $10.00 per share or $25,000,000 in the aggregate) in a private placement that would occur concurrently with the consummation of our initial business combination. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-business TABLE OF CONTENTS combination company. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor and such affiliates of Omega Funds may determine not to purchase any such shares, or to purchase fewer shares than they have indicated an interest in purchasing. We are not under any obligation to sell any such shares. Such investment would be made on terms and conditions determined at the time of the business combination. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement shares be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement shares described in this prospectus, $100.0 million, or $115.0 million if the underwriters over-allotment option is exercised in full ($10.00 per share in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer Trust Company acting as trustee and approximately $1.25 million will be used to pay expenses in connection with the closing of this offering and approximately $1.0 million will be used for working capital following this offering. The proceeds to be placed in the trust account include $3,500,000 (or $4,025,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement shares held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, TABLE OF CONTENTS with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest income (if any) to pay our income taxes, if any. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $100,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement shares not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,250,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination Nasdaq rules require that we complete one or more business combinations having an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting commissions held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination and that a majority of our independent directors approve such initial business combination(s). If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding TABLE OF CONTENTS voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to the completion of our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares in such transactions. If our sponsor, directors, executive officers, advisors or their affiliates engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with TABLE OF CONTENTS Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our private placement shares. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within TABLE OF CONTENTS 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares (excluding the private placement shares) or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. TABLE OF CONTENTS If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In such case, our sponsor and our management team have agreed to vote their founder shares, private placement shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares and private placement shares, we would need 3,537,501, or 35.38%, of the 10,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five clear days notice will be given of any such shareholder meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more TABLE OF CONTENTS shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business TABLE OF CONTENTS combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-business combination businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify TABLE OF CONTENTS the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement shares held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into shares of the post-business TABLE OF CONTENTS combination company at a price of $10.00 per share at the option of the lender. The shares would be identical to the private placement shares. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to the completion of our initial business combination using proceeds of this offering and the sale of the private placement shares held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. TABLE OF CONTENTS RISKS We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. SUMMARY OF RISK FACTORS An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled Risk Factors, alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our management team or their affiliates, including Omega Funds, may not be indicative of future performance of an investment in us. If the net proceeds of this offering and the sale of the private placement shares not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. The requirement that we consummate an initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business TABLE OF CONTENTS combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. If we do not consummate an initial business combination within 24 months from the closing of this offering, our public shareholders may be forced to wait beyond such 24 months before redemption from our trust account. We may not be able to consummate an initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business s operations. Because we intend to seek a business combination with a target business in the healthcare industry, we expect our future operations to be subject to risks associated with this industry. We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management s area of expertise. Although we have identified general criteria that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares, potentially at a loss. Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your investment. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CKDXF_opthea-ltd_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CKDXF_opthea-ltd_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CKDXF_opthea-ltd_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CLRO_clearone_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CLRO_clearone_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CLRO_clearone_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CLVT_clarivate_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CLVT_clarivate_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..acda9814ed0edf469b8f5764a863c55e81727d1e
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CLVT_clarivate_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus carefully, including the Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations sections and our consolidated financial statements and notes thereto included elsewhere in this prospectus, before deciding to invest in our ordinary shares. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See Cautionary Statement Regarding Forward-Looking Statements for more information. Clarivate Plc We are a leading global information services and analytics company serving the scientific research, intellectual property and life sciences end-markets. We provide structured information and analytics to facilitate the discovery, protection and commercialization of scientific research, innovations and brands. Our product portfolio includes well-established, market-leading brands such as Web of Science, Derwent Innovation, Life Sciences, CompuMark and MarkMonitor. We believe that our flagship products hold a #1 or #2 global position by revenues across the respective markets they serve, including abstracting and indexing databases, life science regulatory and competitive intelligence and intellectual property protection (including patent, trademarks and brand protection). We serve a large, diverse and global customer base. As of December 31, 2019, we served over 40,000 entities in more than 170 countries, including the top 30 pharmaceutical companies by revenues and 50 global patent offices. We believe that the strong value proposition of our content, user interfaces, visualization and analytical tools, combined with the integration of our products and services into customers daily workflows, leads to our substantial customer loyalty as evidenced by their high propensity to renew their subscriptions with us. Our structure is comprised of two product groups: Science and Intellectual Property ( IP ). The Science Group consists of the Web of Science and Life Science Product Lines. The IP Group consists of the Derwent, CompuMark and MarkMonitor Product Lines. This structure enables a sharp focus on cross-selling opportunities within the markets we serve and provides substantial scale. Corporations, government agencies, universities, law firms and other professional services organizations around the world depend on our high-value, curated content, analytics and services. Unstructured data has grown exponentially over the last decade. This trend has resulted in a critical need for unstructured data to be meaningfully filtered, analyzed and curated into relevant information that facilitates key operational and strategic decisions made by businesses, academic institutions and governments worldwide. Our highly curated, proprietary information created through our sourcing, aggregation, verification, translation and categorization of data has resulted in our solutions being embedded in our customers workflow and decision-making processes. For the twelve months ended March 31, 2020, we generated approximately $980,912 of revenues. We generated recurring revenues through our subscription-based model, which accounted for 82.0% of our revenues for the twelve months ended March 31, 2020. In each of the past three years, we have also achieved annual revenue renewal rates in excess of 90%. (For information on annual revenue renewal rates, see Management s Discussion and Analysis of Financial Condition and Results of Operations Key Performance Indicators Annual Revenue Renewal Rates. ) No single customer accounted for more than 1% of revenues and our ten largest customers represented only 5% of revenues for the twelve months ended March 31, 2020. 1 Table of Contents The following charts illustrate our revenues for the twelve months ended March 31, 2020 by group, type and geography: Recent Developments Annual General Meeting We held our first annual general meeting of shareholders on Thursday, May 7, 2020. At the annual general meeting, our shareholders approved, among other things, our ability to repurchase ordinary shares in open-market transactions and from Onex and Baring from time to time, as well as certain amendments to our articles of association. See Description of Share Capital. Acquisition of Decision Resources Group On February 28, 2020, we acquired 100% of the assets, liabilities and equity interests of Decision Resources Group ( DRG ), a premier provider of high-value data, analytics and insights products and services to the healthcare industry, from Piramal Enterprises Limited, which is a part of global business conglomerate Piramal Group. The acquisition helps us expand our core businesses and provides us with the potential to grow in the Life Sciences Product Line ( LSPL ). The aggregate consideration paid in connection with the closing of the DRG acquisition was $964,997, comprised of $900,000 of base cash plus $6,100 of cash closing adjustments, and up to 2,895,638 of ordinary shares to be issued to Piramal Enterprises Limited on March 1, 2021. The contingent stock consideration was valued at $58,897 on the closing date and is subject to revaluation at each period end. In February 2020, we completed an underwritten public offering of 27,600,000 ordinary shares, generating net proceeds of $540,597, which we used to fund a portion of the cash consideration for the DRG acquisition. In addition, we incurred an incremental $360,000 of term loans under our term loan facility and used the net proceeds from such borrowings, together with cash on hand, to fund the remainder of the cash consideration for the DRG acquisition and to pay related fees and expenses. As the result of the additional term loan, we had $1,256,850 outstanding under our term loan facility at March 31, 2020. We expect the DRG acquisition to be accretive to our earnings in 2020 with opportunities for significant revenue and cost synergies. DRG generated $207,107 of revenues in 2019, as compared with $189,215 of revenues in 2018 (representing approximately 9% growth). In 2019, DRG also had a net loss of $20,473 and Adjusted EBITDA of approximately $47,600. We expect to achieve cost synergies of approximately $30,000 within the first 18 months after the closing of the transaction, which in addition to revenue synergies, is expected to drive DRG s financial performance and expand its Adjusted EBITDA margin towards the Clarivate target of over 40%. See Summary Historical Financial Information Reconciliation of DRG Adjusted EBITDA to Net (Loss) for additional discussion of DRG s Adjusted EBITDA and Adjusted EBITDA Margin and a reconciliation of DRG s Adjusted EBITDA and Adjusted EBITDA Margin to DRG s most directly comparable GAAP measure. See Risk Factors We may not be able to achieve the expected benefits of the DRG acquisition, including anticipated revenue and cost synergies, and costs associated with achieving synergies or integrating DRG may exceed our expectations. 2 Table of Contents Redemption of Public Warrants On December 31, 2019, we had outstanding 34,399,886 warrants ( public warrants ) that were originally issued to the public in connection with the Churchill Capital Corp initial public offering, and 18,300,000 warrants ( private warrants ) issued in a concurrent private placement. Each warrant is exercisable for one ordinary share at a price of $11.50 per share. During the period from January 1, 2020 to February 21, 2020, 24,132,666 public warrants were exercised. On February 20, 2020, we announced that all public warrants that remained outstanding on March 23, 2020 would be redeemed at $0.01 per warrant. In addition, we announced that all public warrants would thereafter be exercisable only on a cashless basis, pursuant to which exercising public warrant holders would receive 0.4626 ordinary shares for each public warrant exercised. After February 21, 2020, 4,747,432 ordinary shares were issued on exercise of public warrants and on March 23, 2020, 4,649 public warrants were redeemed. As of March 31, 2020 no public warrants were outstanding. The private warrants were not subject to this redemption and all remain outstanding. See Description of Share Capital Warrants. MarkMonitor Brand Protection, Antipiracy and Antifraud Disposition In November 2019, we announced an agreement to sell the MarkMonitor brand protection, antipiracy and antifraud businesses, and completed such divestiture on January 1, 2020. We retained the MarkMonitor Domain Management business. Our Products Our product portfolio as of December 31, 2019 is summarized below. Science Group Intellectual Property Group Web of Science Life Sciences Derwent CompuMark MarkMonitor Product Description Used to navigate scientific and academic research discoveries, conduct analysis and evaluate research impact Used by life sciences firms for drug research, market intelligence and regulatory compliance Used to search and analyze patents Used to monitor trademarks on an ongoing basis Used to register and manage portions of web domains Curated Information Set Database of 1B+ citations, 166mm+ index records 73,000+ drug program records, 340,000 clinical trial records Database of 80mm+ patent filings across 50 patent offices 180+ patent and trademark offices Database of 1.3mm corporate domain names Customers 7,000+ leading academic institutions and governments and research intensive corporations use Web of Science and its Journal Impact Factor Trusted by the top 30 pharma companies and hundreds of research groups Used by 50 patent offices, large R&D organizations of Fortune 1000 companies and various universities 15 industrial databases, 70 Pharma in-use databases MarkMonitor manages 44% of the top 50 most trafficked corporate website domain portfolios Notable Products Web of Science InCites ScholarOne Cortellis RI Integrity Newport Derwent Innovation TechStreet Watch Screen Search Domain Management Brand Protection 3 Table of Contents Our Strategy The Clarivate management team, led by Executive Chairman and Chief Executive Officer Jerre Stead, is implementing a transformation strategy designed to improve operations, increase cash flow and accelerate revenues growth. Our transition to standalone operations since our 2016 separation from Thomson Reuters Corporation and its affiliates ( Thomson Reuters ) has required extensive management time and focus and involved significant expenditures, including sizeable payments to Thomson Reuters under the transition services agreement formerly in effect. We believe that our transition to a standalone company positions us to implement our transformation strategy and to improve our productivity compared to other leaders in the information services sector on a revenues per employee basis and in terms of our Adjusted EBITDA margins. Under Mr. Stead s leadership, we are embarking on a race to deliver excellence to the markets we serve and continue our evolution as a world-class organization. As we move forward, the focus will be on three basic principles; focus, simplify and execute. This means: 1.Focusing on our core capabilities and the greatest opportunities for growth. 2.Simplifying our organization and processes. The focus on two product groups will be the driver for streamlining our operations. 3.Relentlessly driving execution of our strategy and growth plans. These changes will help us operate with greater focus and urgency. They will ensure that we put our clients first, drive accountability throughout the organization, accelerate decision-making, and promote consistency. These tenets will enable us to deliver long-term, sustainable growth. With a proven operational playbook, we have quickly pursued initiatives to set ourselves on a growth trajectory. Our results for the three months ended March 31, 2020 continue to prove that our transformation is underway. Proven Playbook with Multiple Levers First Quarter 2020 Financial Highlights Accelerate Revenue Growth Q1 2020 Earnings(1) ~ Product and pricing enhancement strategies 1. Revenue growth 2.8%(2) ~ Increased pipeline of new products 2. Adjusted revenue growth (at constant currency) 4.2%(2) ~ Build strength in Asia Pacific 3. Subscription revenue growth 0.4% which includes organic subscription revenue growth (at constant currency) of 3.3%(2) ~ Optimizing pricing and cross-sell 4. Transactional revenue growth 18.1% Enhance Margins 5. ACV growth (at constant currency) 7.2%(3) ~ Benefit from top-line initiatives 6. 93.0% retention rate(4) ~ Simplifying G&A structure 7. Net loss of $74,001 (reduction in Net loss of 24.8%)(2) ~ Consolidating footprint 8. Adjusted EBITDA margin 32.2%(2) ~ Increase automation and cloud infrastructure 9. Adjusted EBITDA margin improvement 690 bps(2) 10. Adjusted EBITDA growth 32.1%(2) 11. Completed acquisition of DRG (1)For a reconciliation of our non-GAAP measures to the corresponding most closely related measures calculated in accordance with GAAP, see Management s Discussion and Analysis of Financial Condition and Results of Operations Certain Non-GAAP Measures. (2)Results calculated for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019. (3) ACV or annualized contract value refers to the annualized value for a 12-month period following a given date of all subscription-based client license agreements, assuming that all license agreements that come up for renewal during that period are renewed. The figure above represents the year-over-year growth in the annual value of our subscriptions as of March 31, 2020 as compared to March 31, 2019. For 4 Table of Contents information on ACV see Management s Discussion and Analysis of Financial Condition and Results of Operations Key Performance Indicators Annualized Contract Value. (4)Retention rate measurement period is for the three months ended March 31, 2020. Operational Improvement Initiatives We are in the process of implementing several cost-saving and margin improvement initiatives designed to generate substantial incremental cash flow. We have engaged a strategic consulting firm to assist us in optimizing our structure and cost base. The focus of these initiatives is to identify significant cost reductions to be implemented over the next several quarters, enabling us to deliver margins consistent with those of our peer group. Some examples include: decreasing costs by simplifying organizational structures and rationalizing general and administrative functions to enhance a customer-centric focus; using artificial intelligence and the latest technologies to reduce costs and increase efficiencies for content sourcing and curation; moving work performed by contractors in-house to best-cost geographic locations, particularly India, where we have significant scale that can be leveraged; achieving headcount productivity benchmarks and operational efficiency metrics based on alignment with quantified sector leader benchmarks; expanding existing operations in best-cost geographic locations, aligning with business objectives; minimizing our real estate footprint by reducing facility locations substantially over the next three years; and divesting non-core assets. Revenue Growth Initiatives We believe a significant opportunity exists for us to accelerate revenue growth by increasing the value of our products and services, developing new products, cross-selling certain products and optimizing sales force productivity. Actions to achieve such revenue growth are expected to include: developing new value-added products and services; delivering an enhanced client experience through ongoing renovations to our products user interface and user experience; offering additional analytics that enhance existing products and services; moving up the value chain by providing our clients with predictive and prescriptive analytics, allowing for stronger growth and higher retention rates; expanding our footprint with new and existing customers, with significant opportunity for growth in the Asia Pacific and emerging markets; broadening our consulting capabilities, in particular in the Science Group, where there is considerable opportunity for us to deliver high value consulting services to drive significant revenue growth; optimizing product pricing and packaging based on customer needs; increasing sales force focus on large accounts; expanding our inside sales capability to improve account coverage; and 5 Table of Contents restructuring our incentive plans to drive new business, as well as cross-selling among similar products and overlapping buying centers. The above actions are part of an overarching effort to improve retention rates and new business growth rates to best-in-class levels across our portfolio. Pursue Acquisition Opportunities Given the fragmented nature of the broader information services industry, we track and, where appropriate, will continue to pursue opportunities across our product groups. From 2017 through 2019, we completed five small add-on acquisitions to augment our existing portfolio of assets and provide additional datasets and services for our customers. Our completed acquisitions include Publons and Kopernio in WOSPL, SequenceBase in DPL and TrademarkVision and Darts-ip in CPL. Certain of these acquisitions are fully integrated into our platform, while others continue to be integrated, and we believe they have already provided additional value to our customers. In February 2020, we consummated the acquisition of DRG, our largest acquisition to date, in LSPL. See Recent Developments. We are evaluating additional acquisition opportunities to supplement our existing platform and enable us to enter new markets. Our focus is on disciplined and accretive investments that leverage our core strengths and enhance our current product, market, geographic and customer strategies. We believe that the combination of Mr. Stead s successful acquisition track record and our scale and status as a global information services leader uniquely positions us to create value through additional acquisitions. Positive Sector Dynamics Support Our Trajectory We operate in the global information services and analytics sector, which is experiencing robust growth due to many factors. Data and analytics have become critical inputs into broader corporate decision-making in today s marketplace, and companies and institutions are seeking services like ours to enhance the predictive nature of their analysis. In addition to greater demand for our services, rapid innovation within our customers businesses has created new use cases for our services. Third-party industry reports estimate the global data and analytics market will grow from $155 billion in 2018 to $219 billion by 2021, a 12.1% compound annual growth rate over the period. This represents the target addressable market across verticals that have a need for data and analytical services. Source: IDC, Outsell, Inc. all rights reserved. (1)The Predictive Analytics and Data Markets is defined as the combined Worldwide Business Analytics Services, Worldwide Big Data and Analytics Software and Worldwide Organizational Data as a Service markets per IDC. 6 Table of Contents Customers of data and analytics products continue to approach complex business decisions in new ways. We believe that these customers are placing greater emphasis and value on the ability to embed predictive and prescriptive analytics into their decision-making processes. These customers are using smart data to anticipate what will happen in the future, as opposed to using historical data to study what has happened in the past. As such, we are investing in these critical, forward-facing products and solutions. We believe offering these types of products will increase the value clients place on our products, allow for stronger growth and open new addressable markets, as illustrated below. Significant Move Up the Value Chain with Smart Data Offerings Our Competitive Strengths Leading Market Positions in Attractive and Growing Global Markets We offer a collection of high-quality, market-leading information and analytic products and solutions serving the intellectual property, scientific research and life sciences end-markets. Through our products and services, we address the large and growing demand from corporations, government agencies, universities, law firms and other professional services organizations worldwide for comprehensive, industry-specific content and analytical tools to facilitate the discovery, development, protection, commercialization and measurement of scientific research, innovations and brands. We believe that our flagship products hold a #1 or #2 by revenue across the respective markets they serve, including abstracting and indexing databases, life science regulatory and competitive intelligence and intellectual property protection (including patent, trademarks and brand protection). We also believe that the outlook for growth in each of our Product Lines is compelling because of customer demand for curated high-quality data, underpinned by favorable end-market trends, such as rising global R&D spending, growing demand for information services in emerging markets, the acceleration of e-commerce and the increasing number of patent and trademark applications. A Trusted Partner Delivering Highly Curated Content Embedded Within Customer Workflows We believe the substantial increase in unstructured data over the last decade has increased the importance of our proprietary, curated databases to our customers. This trend has resulted in a critical need for unstructured data to be meaningfully filtered, analyzed and curated into relevant information that facilitates key operational and strategic decisions made by businesses, academic institutions and governments worldwide. Our suite of branded information and analytic solutions provides access to content that has been collected, curated and standardized over decades, making our products and services highly valued and increasingly important for our customers. Our 7 Table of Contents content curation and editorial teams include over 930 employees, who clean, analyze and classify unstructured data to ensure high-quality content and an enhanced user experience. We believe our solutions and commitment to excellence provide us with a significant advantage in both retaining existing and attracting new customers. Attractive Business Model with Strong Free Cash Flow Profile Approximately 82.0% of revenues for the twelve months ended March 31, 2020 were generated through annual or multi-year subscription agreements. In addition, we have been able to achieve annual revenues renewal rates in excess of 90% over the past two years. We believe our business has strong and attractive free cash flow characteristics due to our highly visible and recurring subscription revenues stream, attractive Adjusted EBITDA margins, low capital expenditure requirements and favorable net working capital characteristics. Anticipated revenues growth, margin improvement, the separation from Thomson Reuters and effective working capital management are expected to result in strong free cash flow generation. We believe this will create capacity to invest further into the business so that we can grow and maximize shareholder returns. Diversified Product Lines with Longstanding Customer Relationships We believe that the diversified nature of our Product Lines enhances the stability of our entire platform as we are not dependent on any one end-market, product, service or customer. We serve a large, diverse and global customer base, and as of December 31, 2019, we served over 40,000 entities in more than 170 countries, including the top 30 pharmaceutical companies by revenues and 50 global patent offices. No single customer accounted for more than 1% of revenues and our ten largest customers represented only 5% of revenues for the twelve months ended March 31, 2020. We believe the strong value proposition offered by our content, combined with the integration of our products and services into our customers daily workflows and decision-making processes, leads to substantial customer loyalty. Our relationships with our top 50 customers by revenues span an average tenor of over 15 years. Our diverse global footprint is highlighted by the distribution of our revenues for twelve months ended March 31, 2020 by geography: Americas (47.6%), Europe/Middle East/Africa (28.3%), and Asia Pacific (24.1%). Resilience Through Economic Cycles We believe our business is resilient across economic cycles because our products and services are an integral part of our customers decision-making processes. We believe multi-year agreements also help to maintain this resiliency. For example, during the economic downturn in 2008, three of our key products Web of Science, Life Sciences and Derwent Innovation realized year-over-year revenues increases from 2008 to 2009. In addition, our diverse global footprint reduces our exposure to national and regional economic downturns. Our performance is largely due to the sectors we serve and the deep integration of our products with our customers workflows, which provides for a resilient business model even during an economic downturn. Proven and Experienced Leadership Mr. Stead is a proven business operator with demonstrated success in shareholder value creation. At Clarivate, Mr. Stead brings his decades of expertise in the information services sector to guide a talented and experienced management team sourced from world-class, global companies, most of whom have decades of experience in their respective areas of expertise. 8 Table of Contents Corporate Information Clarivate Plc is organized under the laws of Jersey, Channel Islands. We were initially registered on January 7, 2019, and at our 2020 annual general meeting, our shareholders approved a change of our corporate name from Clarivate Analytics Plc to Clarivate Plc . Our registered office is located at 4th Floor, St Paul s Gate, 22-24 New Street, St. Helier, Jersey JE1 4TR. Our principal business offices are located at Friars House, 160 Blackfriars Road, London SE1 8EZ, United Kingdom, where our main telephone number is +44 207 4334000. We maintain a website at www.clarivate.com. The information contained in, or accessible through our website is not incorporated by reference in, and should not be considered part of, this prospectus. In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers (including Clarivate) that file electronically with the SEC at www.sec.gov. Investors should contact us for any inquiries through the address and telephone number of our principal executive office. Implications of Being an Emerging Growth Company We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ) and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We expect that we will no longer be an emerging growth company as of December 31, 2020. 9 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CMPX_compass_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CMPX_compass_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CMPX_compass_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CMRC_commerce_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CMRC_commerce_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f3bfe29e290a5987fd9bfcf2f069a71bfcf082f9
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CMRC_commerce_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our Series 1 common stock. You should read this entire prospectus carefully, including Risk Factors, Special Note Regarding Forward-Looking Statements, Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. As used in this prospectus, unless the context otherwise requires, references to we, us, our, the Company, or BigCommerce refers to BigCommerce Holdings, Inc. and its subsidiaries. BigCommerce Holdings, Inc. Overview BigCommerce is leading a new era of ecommerce. Our software-as-a-service ( SaaS ) platform simplifies the creation of beautiful, engaging online stores by delivering a unique combination of ease-of-use, enterprise functionality, and flexibility. We power both our customers branded ecommerce stores and their cross-channel connections to popular online marketplaces, social networks, and offline point-of-sale ( POS ) systems. As of September 30, 2020, we served approximately 60,000 online stores across industries in approximately 150 countries. BigCommerce operates at the forefront of a world of commerce that is changing rapidly. The transition from physical to digital commerce constitutes one of history s biggest changes in human behavior, and the pace of change is accelerating. According to eMarketer Inc. ( eMarketer ), retail ecommerce was nonexistent in the early-1990s and grew to approximately 10% of all global retail spending in 2017. They predict it will take just six years for this percentage to more than double to 21% of global retail spending in 2023, as shown in the chart below. The growth in ecommerce has no end in sight. The adoption of retail ecommerce is accelerating As commerce moves online, businesses must not only anticipate changing customer expectations, but also deliver engaging and highly personalized experiences across channels, necessitating a continuous process of digital transformation. We are currently witnessing major shifts in device usage from desktop to mobile, in mobile technology from responsive websites to progressive web applications, and in shopping venues from in-store to branded ecommerce sites, marketplaces, and social networks. The entire shopping journey, from Table of Contents The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated November 10, 2020 Shares Series 1 common stock BigCommerce Holdings, Inc. is offering 1,000,000 shares of its Series 1 common stock and the selling stockholders identified in this prospectus, including certain members of management and entities affiliated with our directors, are offering an additional 4,000,000 shares of our Series 1 common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. Our common stock is listed on The Nasdaq Global Market under the symbol BIGC. On November 9, 2020, the last reported sale price of our common stock on the Nasdaq Global Market was $72.41 per share. We have two classes of common stock, Series 1 common stock and Series 2 common stock. The rights of the holders of Series 1 common stock and Series 2 common stock are identical, except for voting and conversion rights. Each share of Series 1 common stock is entitled to one vote and is not convertible into another class or series of our securities. Series 2 common stock is not entitled to vote, except as required by law, and automatically converts without the payment of additional consideration into Series 1 common stock only upon transfer by holders of Series 2 common stock in certain circumstances. As such, only holders of Series 1 common stock are entitled to vote on the election of members of the board of directors. We are an emerging growth company as defined under the federal securities laws and, as such, may elect to comply with reduced public company reporting requirements for this and future filings. See Summary Implications of being an emerging growth company. Investing in our Series 1 common stock involves risks. See Risk Factors beginning on page 19. PRICE $ A SHARE Price to public Underwriting discounts and commissions(a) Proceeds to BigCommerce Proceeds to the selling stockholders Per share $ $ $ $ Total $ $ $ $ (a) See Underwriting for a description of the compensation payable to the underwriters. Certain of the selling stockholders have granted the underwriters the option to purchase up to an additional 750,000 shares of Series 1 common stock. The Securities and Exchange Commission and state regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of Series 1 common stock on or about , 2020. J.P. Morgan Barclays Morgan Stanley Jefferies KeyBanc Capital Markets Canaccord Genuity Needham & Company Piper Sandler Raymond James Stifel Truist Securities , 2020 Table of Contents product discovery to engagement to purchase and delivery, matters. To best serve their customers in this dynamic digital era, businesses need a platform for cross-channel commerce that nimbly keeps them at the forefront of user experience and innovation. BigCommerce empowers businesses to turn digital transformation into competitive advantage. We provide a comprehensive platform for launching and scaling an ecommerce operation, including store design, catalog management, hosting, checkout, order management, reporting, and pre-integration into third-party services like payments, shipping, and accounting. All our stores run on a single code base and share a global, multi-tenant architecture purpose-built for security, high performance, and innovation. Our platform serves stores in a wide variety of sizes, product categories, and purchase types, including business-to-consumer ( B2C ) and business-to-business ( B2B ). Our customers include Avery Dennison, Ben & Jerry s, Burrow, SC Johnson, SkullCandy, Sony, and Woolrich. When launched in 2009, BigCommerce initially targeted the small business ( SMB ) segment with a simple, low-cost, all-in-one solution delivered through the cloud. Starting in 2015, company leadership transitioned from our original founders to our current chief executive officer and management team. We identified the market opportunity to become the first SaaS platform to combine enterprise-grade functionality, openness, and performance with SMB-friendly simplicity and ease-of-use. We consequently expanded our strategic focus to include the mid-market, which we define as sites with annual online sales between $1 million and $50 million, and large enterprise, which we define as sites with annual online sales from $50 million to billions of dollars. At the time, these segments primarily relied on legacy software, whether licensed, open source, or custom-developed. To build a better SaaS alternative, we began a multi-year investment in platform transformation. In the subsequent five years, in nearly every component of our platform, we added advanced functionality and openness using application programming interface ( API ) endpoints. This transformation beginning with a simple product built for the low-end of the market, then adding advanced functionality and performance to compete in the mid-market and large enterprise segments is classic disruptive innovation. We strive to provide the world s best SaaS ecommerce platform for all stages of customer growth. As of October 22, 2020, BuiltWith.com ( BuiltWith ) ranked us the world s second most-used SaaS ecommerce platform and top five overall among the top one million sites globally by traffic, which we believe consists primarily of established SMBs. We also were ranked the second most-used SaaS ecommerce platform among the top 100,000 sites globally by traffic, which we believe consists primarily of mid-market and large enterprise businesses. For the mid-market and large enterprise segments, we believe we are differentiated because our platform combines three elements not typically offered together: Multi-tenant SaaS. The speed, ease-of-use, high-performance, and continuously-updated benefits associated with multi-tenant SaaS. Enterprise functionality. Enterprise-grade functionality capable of supporting sophisticated use cases and significant sales volumes. Open SaaS. Platform-wide APIs that enable businesses to customize their sites and integrate with external applications and services. We believe this powerful combination makes ecommerce success at scale more economically and operationally achievable than ever before. We have become a leader in both branded-site and cross-channel commerce. Cross-channel commerce involves the integration of a customer s commerce capabilities with other sites online and offline where consumers and businesses make their purchases. We offer free, direct integrations with leading social networks such as Facebook and Instagram, search engines such as Google, online marketplaces such as Amazon and eBay, Table of Contents Table of Contents and POS platforms such as Square, Clover (a Fiserv company), and Vend. A dynamic and growing cross-channel category is headless commerce, which refers to the integration of a back-end commerce platform like ours with a front-end user experience separately created in a content management system ( CMS ) or design framework. The most dynamic and interactive online user experiences are often created using these tools. We integrate seamlessly with the leading CMSs, digital experience platforms, design frameworks, and custom front ends. Partners are essential to our open strategy. We believe we possess one of the deepest and broadest ecosystems of integrated technology solutions in the ecommerce industry. We strategically partner with, rather than compete against, the leading providers in adjacent categories, including payments, shipping, POS, CMS, customer relationship management ( CRM ), and enterprise resource planning ( ERP ). Our partner-centric strategy stands in contrast to our largest competitors, which operate complex software stacks that compete across categories. We focus our research and development investments in our core product to create a best-of-breed ecommerce platform. We believe this strategy has four advantages: Core product focus. We can create the industry s best ecommerce platform and innovate faster than our competition by focusing development on a single core product. Best-of-breed choice. We offer our customers the choice of best-of-breed, tightly integrated solutions across verticals. Cooperative marketing and sales. We co-market and co-sell with our strategic technology partners in each category. High gross margins. We earn high-margin revenue share from a subset of our strategic technology partners, and this complements the high gross margin of our core ecommerce platform. Our business has experienced strong growth. Our annual revenue run-rate ( ARR ) reached $128.5 million as of December 31, 2019, and $167.0 million as of September 30, 2020. Our ARR growth rate increased from 22.3% in 2018 to 25.8% in 2019 and from 25.8% for the three months ended September 30, 2019 to 37.6% for the three months ended September 30, 2020. Our revenue growth rate increased from 22.0% in 2019 to 40.6% in the three months ended September 30, 2020. During the three months ended September 30, 2019 and 2020, our revenue was $28.3 million and $39.7 million, respectively. During the nine months ended September 30, 2019 and 2020, our revenue was $81.1 million and $109.2 million, respectively. Our gross margin was 75.9% in 2019, and 75.9% and 78.4% for the three months ended September 30, 2019 and 2020, respectively, and 76.6% and 78.1% for the nine months ended September 30, 2019 and 2020, respectively. We had net losses of $42.6 million in 2019, $10.7 million and $10.9 million in the three months ended September 30, 2019 and 2020, respectively, and $32.3 million and $23.4 million in the nine months ended September 30, 2019 and 2020, respectively. See Management s Discussion and Analysis of Financial Condition and Results of Operations Key business metrics Annual revenue run-rate for a description of how we calculate ARR. Impact of COVID-19 COVID-19, declared a global pandemic by the World Health Organization on March 11, 2020, has caused disruption to the economies and communities of the United States and our target international markets. In the interest of public health, many governments closed physical stores and places of business deemed non-essential. This precipitated a significant shift in shopping behavior from offline to online. In June 2020, eMarketer predicted that U.S. brick and mortar retail spending will decline by 14% in 2020, whereas U.S. consumer ecommerce spending will increase by 18%, the highest growth rate since their coverage began in 2008. Our business has benefited from this shift, both in accelerated sales growth for our existing customers stores, and in our sales of new store subscriptions to customers. Nevertheless, we do not have certainty that these trends will continue; the impact of the COVID-19 pandemic and the uncertainty it has created in the global economy could materially adversely affect our business, financial condition, and results of operations. Table of Contents Certain of the market research included in this prospectus was published prior to the outbreak of the pandemic and did not anticipate the virus or the impact it has caused on the adoption of ecommerce. We have utilized this pre-pandemic market research in the absence of updated sources. For more information regarding the potential impact of the COVID-19 pandemic on our business, refer to Risk Factors, as well as our commentary in Management s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this prospectus. Impact on operations During the month of March, in compliance with local, state, and national regulations, we closed our major offices in Austin, San Francisco, Sydney, and London, and transitioned in an orderly fashion to work-from-home operations. We accomplished this efficiently across our various global teams and functions. Our employees and teams were equipped with the equipment and collaboration tools they need to successfully work remotely. As of September 30, 2020, our average platform uptime for 2020 was 99.99%, which exceeded its average uptime for 2019 of 99.98%. We consider this to be strong performance given the increase in site traffic and volume since the start of the pandemic. During the pandemic, we completed the rollout of our new storefront architecture. Our customer service teams completed the transition to work-from-home while maintaining service levels. We have been and expect to continue to be responsive to the evolving guidance of local authorities. We plan to begin reopening our offices as local regulations and conditions allow. We believe that we are well equipped to support full or partial remote work without major service disruption. Impact on ecommerce sector and our sales efforts From late March through September 2020, ecommerce sales in the United States and our target international markets increased significantly due to pandemic-related changes in consumer and merchant behavior. In turn, the macroeconomic trend towards ecommerce has accelerated. Since the onset of the pandemic, we have generally experienced a shortening of sales cycles time and an improvement in lead conversion and competitive win rates. Sales of Essentials plans increased, particularly early in the pandemic, as we supported merchants efforts to get online through our 90-day free promotion on Essentials plans. We have also seen strengthening in Enterprise plan sales during the pandemic, with Enterprise ARR growing 48% in the third quarter of 2020 versus the third quarter of 2019, compared to 44% growth in the third quarter of 2019 versus the third quarter of 2018. Impact on revenue We believe the shift to ecommerce following the COVID-19 pandemic has increased our subscription solutions revenue and our partner and services revenue. The pandemic-related increase in subscription solutions revenue is reflected in growth in new merchant bookings, continued strength in retention of existing merchants, and increased subscription fees. Subscription solutions revenue grew year-over-year by 22.4%, 18.9%, and 26.3% in the first quarter, second quarter, and third quarter of 2020, respectively. We offered a 90-day free promotion on Essentials plans during the second quarter and early in the third quarter. Because we do not recognize revenue on Essentials plans until after the free promotion periods are completed, our subscription revenue growth rate declined sequentially in the second quarter of 2020 even as underlying new merchant bookings grew. Our third quarter subscription revenue growth rate of 26.3% reflects growth during the pandemic for which revenue recognition was not substantially impacted by promotional activity. Table of Contents We believe the pandemic has also contributed to higher partner and services revenue through increased platform transaction volume with our technology partners. Partner and services revenue grew year-over-year by 51.8%, 74.3%, and 82.1% in the first quarter, second quarter, and third quarter of 2020, respectively. While we expect the macroeconomic shift towards ecommerce to continue after the COVID-19 pandemic abates, elevated levels of new merchant bookings and platform transaction volume with our technology partners may recede as pandemic-related restrictions eventually ease. Industry trends Online shopping behaviors are evolving as ecommerce adoption is accelerating around the world. This puts tremendous pressure on businesses to pursue digital transformation with technology that innovates as fast as the market. Accelerating growth of ecommerce as a share of total retail spend. More than half of the world s population is now online, according to eMarketer, with four billion global internet users spending an average of seven hours online per day across ecommerce, content, social networks, and applications on desktop and mobile platforms. Global retail ecommerce will reach $3.9 trillion, representing 17% of total retail spending in 2020, according to eMarketer. They forecast that retail ecommerce will reach $6.3 trillion by 2024, representing 21% of retail spending. Digital influence extends to purchases made in the physical world as well. Forrester Research, Inc. ( Forrester ) estimates that digital touchpoints impacted 51% of total U.S. retail sales in 2018. Consumers rapidly changing how they shop across online and offline channels. The internet has empowered consumers with a breadth of information, social interactions, and shopping alternatives far exceeding anything previously available. No longer can brands rely on a single channel historically, the store shelves of the closest physical retailer, or more recently, a single branded website to reach their target audience. Instead, businesses must address the breadth of touch points influencing what and where shoppers buy. These include content sites (information and influencers), social networks, search engines, marketplaces, and of course, their own branded sites. According to Internet Retailer s Online Marketplaces Database report in 2019, 57% of global ecommerce occurs on marketplaces such as Amazon and eBay, so brands and retailers must consider those as potential sales channels. For sales that are transacted on our customers own ecommerce sites, roughly half of those originate from buyer journeys that began online somewhere else, such as a search engine, social network, or linked site. To maximize sales potential, businesses must embrace true omni-channel selling and ensure seamless, delightful experiences throughout each buyer s journey. Growth of direct-to-consumer, digitally native brands. Whereas consumer brands historically relied on retail distribution for their products, ecommerce enables a new model of direct-to-consumer, vertically-integrated digitally native brands ( DNBs ). DNBs sell products directly to consumers online as their primary distribution channel, frequently bypassing third-party retailers or the need for their own capital-intensive brick-and-mortar stores. In 2019, DNBs comprised 31 of the Internet Retailer Top 500 stores and grew sales at a much faster rate (29.5%) than non-DNBs (17.6%). The growth in DNBs has corresponded with demand for turnkey ecommerce platforms that support both rapid product launch and scaling to mid-market size and beyond. B2B buying and selling also transitioning to the digital world. Historically, B2B ecommerce adoption has lagged that of B2C, but that is now changing. B2B sellers are embracing digital transformation in pursuit of both efficiency and sales effectiveness, in response to business buyers whose user experience expectations have been reshaped by B2C shopping. According to Forrester, B2B ecommerce now exceeds $1 trillion in the United States. According to a Digital Commerce 360 survey of more than 200 B2B companies, more than 50% had yet to launch a transactional ecommerce site, but of those without an ecommerce site, 75% stated plans to have one within two years, signaling further growth ahead. Digital commerce can help B2B companies address Table of Contents complexities throughout their supply chains, thereby benefitting manufacturers, wholesalers, distributors, and even raw materials suppliers. Digital transformation is becoming the #1 priority in global IT spending. Digital transformation will soon outrank all other business information technology ( IT ) priorities combined. International Data Corporation ( IDC ) predicts that by 2023, digital transformation and innovation will account for more than 50% of all IT spending, as compared to 36% of IT spending in 2018. Traditionally, business IT priorities have been determined by IT departments. Increasingly, however, business line owners control the purchase decision for digital transformation spending. Business line owners are ultimately seeking to invest in initiatives that drive revenue growth, operational efficiency, and competitive advantage. Market size and opportunity Large, rapidly growing global market for ecommerce platforms. IDC estimates that the global market for digital commerce applications, which we refer to as ecommerce platforms, was $4.7 billion in 2019 and is expected to grow at a compound annual growth rate ( CAGR ) of 11% to reach $7.8 billion in 2024. This global market includes legacy ecommerce platforms and SaaS ecommerce platforms. We believe our total addressable market is materially larger than ecommerce platform spend due to the additional revenue share that we earn from our technology partner ecosystem. Both B2B and B2C businesses investing in digital transformation. According to IDC, in 2020 B2C sites will account for 67% of total global spend on ecommerce platforms, while B2B sites will account for the remaining 33%. B2C and B2B businesses are spending today to enable the online sales of tomorrow. Forrester predicts that in 2023, 17% of all U.S. B2B sales will occur online. For that same year, eMarketer predicts that 17% of all U.S. B2C spending will occur online. Global opportunity. According to BuiltWith as of October 28, 2020, 45% of all ecommerce websites are based in the United States, and 55% are outside of the United States. IDC estimates that the Americas, Europe, Middle East and Africa ( EMEA ), and the Asia Pacific region ( APAC ) will represent 61%, 22%, and 17% of total global spend on ecommerce platform technology in 2020, respectively, with EMEA and APAC growing at CAGRs of 8% and 17% through 2024, respectively. Legacy software challenges Legacy approach to ecommerce involves software ownership and management. Historically, most businesses have licensed, owned, and/or managed the technology behind their ecommerce sites. Legacy approaches led by custom-developed and licensed open source software are still prevalent for the largest retail businesses. We believe the most commonly used ecommerce platforms for established SMBs are open source and on-premise software. According to BuiltWith as of June 1, 2020, among the one million most trafficked websites globally, open source software holds three of the top four ecommerce platform spots. Although SaaS platforms have existed since the late 1990s, only within the last five years have multiple SaaS options begun to challenge legacy software leaders in the small, mid-market, and large enterprise segments. Creating, managing, and modernizing online stores with legacy software is difficult. For businesses using legacy software, ecommerce can be enormously challenging, requiring significant headcount and a wide range of capabilities that may not be their core strengths. These capabilities include: Site design and user experience. Legacy site design tools can quickly become outdated in functionality and user interface, making it difficult for businesses to keep pace with changing user experience expectations across device types. Table of Contents Multi-channel management. Connecting and maintaining multi-channel sales capabilities across POS, desktop and mobile websites, mobile applications, online marketplaces, and social networks is difficult, time consuming, and expensive. Application and systems integration. Ecommerce requires a wide range of integrated third-party applications for even the simplest of sites, including payments, shipping, tax, and accounting. More sophisticated businesses will often incorporate dozens of integrated third-party applications. Security. The brand and financial consequences of a security breach can be severe. Businesses must ensure security across the breadth and depth of their platform; third-party managed hosting of legacy software does not absolve companies of responsibility for their software. Order processing and operations. Operating costs and complexities increase rapidly if software does not make the steps simple for fulfilling orders, serving shoppers, and managing financials. Platform feature and performance upgrades. Static software becomes outdated and poorer-performing over time. Businesses of all sizes often lack the resources required to upgrade, patch, and modernize their legacy software in line with consumer and technology trends. Legacy software does not meet the needs of most businesses. Due to the challenges mentioned above, legacy ecommerce software imposes an immense burden on companies that implement or maintain it themselves. Most businesses pursuing ecommerce are built and staffed to make or sell products; for these businesses, managing and maintaining software and technology infrastructure can be an operational distraction and financial burden. Three factors prompt many businesses to consider a SaaS alternative to legacy software for their ecommerce solutions: Time, complexity, and skill sets required to implement and operate software; Financial cost of software licensing, engineering, hosting, and management; and Burden of staying current and meeting high, ever-changing consumer expectations and demands. Our solution BigCommerce is a leading open SaaS platform for cross-channel commerce. We offer a complete, cloud-based ecommerce solution that scales with business growth. After years of significant investment in our product and technology, we believe we offer industry-leading capabilities, flexibility, scalability, and ease-of-use for a SaaS platform. All our customers, regardless of size, operate on a single, global, multi-tenant architecture that offers a compelling solution for successful online selling. Open SaaS. Platform APIs make our platform accessible to customization, modification, and integration. Comprehensive. We provide complete functionality for setup, store design, store hosting, checkout, order processing, and order management. Cloud. Our multi-tenant SaaS model includes both the hosting of our customers stores and cloud-based delivery of store management functionality. Secure and compliant. We offer native security protection related to payments (PCI-DSS), information (ISO 27001), applications, and external threats. We comply with relevant regulations such as the European Union s General Data Protection Regulation ( GDPR ). Performant. All stores have built-in enterprise-grade security, speed, uptime, and hosting via the Google Cloud Platform. Table of Contents B2C and B2B. We are both a full-featured B2C platform and supportive of a wide variety of B2B use cases either natively or in conjunction with third-party B2B extensions. Cross-channel. We support cross-channel selling via native and third-party integrations with leading marketplaces, social networks, search engines, CMSs, and POS platforms. Application ecosystem. Our application ecosystem is one of the largest among ecommerce platforms, including more than 750 pre-built applications and integrations promoted through our BigCommerce Apps Marketplace. Ease-of-use. Approximately 70% of implementations are completed within two months. Small businesses can create their stores in as little as a few hours. Delightful. Our beautiful store design themes and editing tools enable businesses to create unique, branded user experiences that delight their shoppers. Affordable. Our monthly subscription fees start at $29.95 per month and increase with business size and functionality requirements. Scalable. Higher-tiered plans offer more sophisticated functionality required by large enterprises, including advanced promotions, faceted search, and price lists. Global. Our platform can be used by shoppers around the world, with front-end support for a shopper s preferred language, as well as back-end control panel language options including English, Spanish, Chinese, French, Italian, and Ukrainian, with more languages planned. Our competitive advantages As a SaaS ecommerce market leader with a singular focus on our core platform, we strive to deliver the world s best combination of advanced functionality, flexibility, scalability, and ease-of-use to fast-track the ecommerce success of businesses of all sizes. Built to support growth from SMB to large enterprise. Originally designed for the needs of SMBs, BigCommerce now powers some of the largest brands in the world. Starting with a comprehensive but easy-to-use platform, businesses can grow to hundreds of millions in sales without encountering functionality, flexibility, or scalability limitations. We offer advanced SaaS-based capabilities for interactive visual merchandising, complex and large catalog management, faceted search, advanced promotions, customer groups, and complex price lists. IDC MarketScape named BigCommerce a Leader in B2C Digital Commerce in September 2020. BigCommerce was rated a Strong Performer in the Forrester Wave Reports: B2C Commerce Suites and B2B Commerce Suites, Q2 2020. BigCommerce was also named a Challenger in the Gartner Magic Quadrant for Digital Commerce in August 2020. Open SaaS. Because every business is unique, and most large businesses have specific requirements not easily met out of the box, our product strategy emphasizes what we call open SaaS. Open SaaS refers to the exposure of SaaS platform functionality via APIs and software development kits. APIs enable our customers to access a wide variety of third-party applications, integrate with legacy systems, and customize when required. Open SaaS, as a strategy, thereby competes with the flexibility of legacy open source software. We believe our platform openness is industry-leading for SaaS, spanning areas such as checkout, cart, tax, pricing, promotions, and the storefront. Our open technology scales to meet high volumes of up to 400 API calls per second per customer. With respect to both product functionality and platform openness, we deliver new features and API enhancements on a regular basis, without customer service disruption or the need for software upgrades. This constitutes a primary advantage of our multi-tenant SaaS platform relative to legacy software. With legacy Table of Contents software, businesses often need to manage and deploy enhancements and upgrades themselves, at significant operational and financial cost. In contrast, our customers benefit from a platform that seamlessly progresses its capabilities and performance on a regular basis, thereby staying ahead of industry trends, consumer expectations and demands, and competition. The power of our platform to support high growth better than legacy software is evidenced by the large and growing number of category leaders, including more than 30 Global 2000 businesses, that select us as their ecommerce platform of choice. Cross-channel commerce. We provide free connections to the two leading U.S. marketplaces, Amazon and eBay, and our technology partners enable integration to dozens of other leading marketplaces around the world. We are one of just two platforms that natively enables social selling on Facebook and Instagram Checkout. We have integrations and business partnerships with a wide range of leading POS software vendors, including Square, Clover (a Fiserv company), and Vend. For our customers branded sites, our Stencil design framework offers more than 100 beautiful, pre-built, responsive theme variations along with the ability to custom design within a local development environment. Our interactive Page Builder enables drag-and-drop management of layouts, designs, widgets, and content blocks on pages that can contain anything from simple image rotations to powerful merchandising functionality. We also support the option of fully headless commerce. We and our technology partners have developed integrations and support for leading commercial CMSs, including Acquia, Adobe Experience Manager, Bloomreach, Drupal, Sitecore, and WordPress. We are further utilized in conjunction with the leading progressive web application frameworks, including Deity, Gatsby, and Vue Storefront. Many businesses simultaneously utilize our native storefront capabilities along with headless commerce on blogs and other content sites. In October 2020, we announced the availability of Channel Manager, a modernized platform feature that makes it easier for our customers to manage their comprehensive omnichannel sales presence. With access to a unified hub of all native and third-party storefront integrations, including marketplaces and advertising platforms such as Amazon, Facebook, Instagram, Google, and Wish, as well as headless storefront channels like DEITY, our customers can streamline their back-end omnichannel operations and invest time in growing their business. Lower total cost of ownership. We believe the total cost of ownership of our platform is substantially less than that of legacy software. The total cost of legacy software, including expenses related to software licensing, software engineering, hosting, technical operations, security management, and agency and systems integration support, can be substantial. Our customers can also benefit from pre-negotiated rates from our strategic payments partners, whose published rates are below those of our largest SaaS competitor for most plan types. Performance and security. We have designed our platform to maximize uptime, minimize response time, and ensure a secure environment. Across all sites, our stores achieved 99.98% average uptime in 2019 and as of September 30, 2020, our average uptime for 2020 was 99.99%. For the cyber five peak holiday shopping days, we have reported zero site downtime every year since 2014. As measured by Google PageSpeed Insights, our platform benchmarks faster than leading ecommerce sites. Faster response and page load times benefit customers by improving shopper experience and organic search engine page rankings. Unlike with managed software, security is built into the BigCommerce platform and service. We offer native payments security at PCI-DSS Level 1, and our security protocols have achieved ISO 27001 certification, the gold standard in security assessment. Growth strategy As a customer first company, we believe customer success is a fundamental prerequisite of all components of our growth strategy, and we therefore rank it first among our growth priorities. Table of Contents Retain and grow existing customers through product and service leadership. We believe our long-term revenue growth is highly correlated with the success of our existing customers. We enable customer success through product excellence and service quality. We have extensive internal processes for aligning our product roadmap with the features and enhancements that drive customer growth. We also have mature internal processes for measuring service levels and satisfaction, along with closed-loop resolution of issues and feature requests. We strive for industry-leading customer retention rates, net promoter scores, service levels, and same-store sales growth. We experience revenue growth from our existing customers over time in a variety of ways, including (1) as our customers ecommerce sales grow, so does our subscription revenue, and (2) our customers purchase and deploy additional stores to serve their other brands, geographies, and/or use cases (e.g., B2B in addition to B2C). Acquire new mid-market and large enterprise customers. Our flagship plan is BigCommerce Enterprise, which is tailored for mid-market and large enterprise businesses selling more than $1 million online per site. Our sales, marketing, agency partnership, and professional services teams all have organization structures dedicated to serving the needs of mid-market and large enterprise businesses. As of December 31, 2019, customers on our Enterprise plan generate approximately half of our ARR. These customers typically exhibit low churn and net revenue retention greater than 100%. Internet Retailer states that SaaS has now become the top choice of the largest U.S. retail ecommerce sites planning to re-platform, and we are aggressively positioning ourselves as the best SaaS solution for this segment. Acquire new SMB customers. We target both established small businesses and start-ups committed to make it big on a platform that they will not outgrow. They exhibit lower churn and higher growth rates than do businesses that dabble in ecommerce. Established and complex businesses also place greater emphasis on the functionality, openness, and performance strengths of our platform. We have dedicated sales, marketing, and support organizations to serve the needs of SMBs. More than 70% of our SMB customers use a self-serve model and become customers without sales assistance. Expand into new and emerging segments. We seek to extend into new and emerging segments within ecommerce, including the following segments that are significant areas of potential growth and strategic focus for us: Headless commerce. This refers to businesses whose technology strategy is to decouple their front-end customer experience technology from their back-end commerce platform. In terms of online strategy, these companies are typically brand-, marketing-, or experience-led. We serve headless use cases better than most of our competitors due to years of investment in our platform APIs and integration capabilities. Pre-built integrations connect our platform with leading CMSs, such as Acquia, Adobe, Bloomreach, Drupal, Sitecore, and WordPress. B2B. As of December 31, 2019, approximately 10% of our customers use BigCommerce primarily for B2B sales. In many cases, these customers needs are met using our native functionality, including B2B features like customer groups and price lists. In other cases, these customers complement BigCommerce with purpose-built B2B extensions and applications in the BigCommerce Apps Marketplace. Forrester Research rated BigCommerce a Strong Performer in The Forrester Wave: B2B Commerce Suites, Q2 2020. BigCommerce was also recognized as a Major Player in B2B Digital Commerce in the IDC MarketScape in September 2020. Paradigm B2B awarded BigCommerce a total of seven medals, including two Gold medals in the August 2020 Paradigm B2B Combine (Midmarket Edition). Over time, we intend to add more B2B functionality to both the BigCommerce Apps Marketplace and our native feature set. Large enterprise. Increasingly, we are successfully competing for large enterprise sites selling more than $50 million annually online, with our Enterprise plan product feature set, along with our sales, marketing, solutioning, and service capabilities. Table of Contents Expand internationally. We believe there is a significant opportunity to grow our business internationally. Businesses around the world increasingly value a SaaS ecommerce platform that delivers a combination of ease-of-use, enterprise functionality, and flexibility. As of September 30, 2020, 24% of our stores were located outside of the United States. In comparison, as of October 28, 2020, BuiltWith estimated that approximately 55% of ecommerce websites are outside of the United States. In July 2018, we launched our first dedicated European business team based in London and in January 2019, we launched our Asian presence in Singapore. The expansion in our regional business teams helped contribute to accelerating revenue growth of 20% in EMEA and 28% in APAC for the year ended December 31, 2019 over the previous year and 61.5% in EMEA and 38.5% in APAC for the nine months ended September 30, 2020 when compared against the same period in 2019. In addition to expanding our sales and marketing capabilities internationally, we are also enhancing our product and APIs to serve customers around the world. Earn revenue share and customer referrals from our extensive partner ecosystem. Our marketplace of integrated application and technology solutions is one of the largest of any ecommerce platform. Partner solutions span every major category of relevance to ecommerce, including payments, shipping, tax, accounting and ERP, marketing, fulfillment, and cross-channel commerce. Our strategy is to partner not compete with our ecosystem. Many of our strategic technology partners pay us a revenue share on their gross sales to our joint customers and/or collaborate to co-sell and co-market BigCommerce to new customers and our respective installed bases. Our customers benefit from the best-of-breed offerings of our partners, the flexibility to choose without penalty the best offer for their needs, and the tailored programs developed with our strategic technology partners. We intend to grow partner-sourced revenue by expanding the value and scope of existing partnerships, selling and marketing partner solutions to our customer base, and acquiring and cultivating new, high-value relationships. Summary of risks associated with our business Investing in our Series 1 common stock involves substantial risks. Before you participate in this offering, you should carefully consider all of the information contained in this prospectus, including the information set forth under Risk Factors. Some of the more significant risks include the following: We have a history of operating losses, and we may not be able to generate sufficient revenue to achieve and sustain profitability. Our future revenue and operating results will be harmed if we are unable to acquire new customers, retain existing customers, expand sales to our existing customers, develop new functionality for our platform that achieves market acceptance, or the increase in ecommerce during the COVID-19 pandemic fails to continue after the pandemic ends. We face intense competition, especially from well-established companies offering solutions and related applications. We may lack sufficient financial or other resources to maintain or improve our competitive position, which may harm our ability to add new customers, retain existing customers, and grow our business. The COVID-19 pandemic and associated global economic uncertainty could materially adversely affect our business, financial condition, and results of operations. If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs or preferences, our platform may become less competitive. Our success depends in part on our partner-centric strategy. Our business would be harmed if we fail to maintain or expand partner relationships. The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate. Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all. Table of Contents To the extent our security measures are actually or believed to have been compromised, our platform may be perceived as not being secure. This may result in customers curtailing or ceasing their use of our platform, our reputation being harmed, our incurring significant liabilities, and adverse effects on our results of operations and growth prospects. Upon the completion of this offering, our directors, executive officers, and current beneficial owners of 5% or more of our voting securities and their respective affiliates will beneficially own, in the aggregate, approximately 55.3% of our outstanding Series 1 common stock (assuming no exercise of the underwriters option to purchase additional shares of Series 1 common stock), which may limit our stockholders ability to influence corporate matters and delay or prevent a third party from acquiring control over us. We depend on third-party data hosting and transmission services. Increases in cost, interruptions in service, latency, or poor service from our third-party data center providers could impair the delivery of our platform. This could result in customer or shopper dissatisfaction, damage to our reputation, loss of customers, limited growth, and reduction in revenue. Evolving global internet laws, regulations and standards, privacy regulations, cross-border data transfer restrictions, and data localization requirements, may limit the use and adoption of our services, expose us to liability, or otherwise adversely affect our business. Our current operations are international in scope, and we plan further geographic expansion. This will create a variety of operational challenges. If our operating and financial performance in any given period does not meet the guidance that we provide or the expectations of investment analysts, the market price of our Series 1 common stock may decline. Implications of being an emerging growth company We qualify as an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). While we remain an emerging growth company, we are permitted and plan to rely on exemptions from certain disclosure requirements that are applicable to other public companies. These provisions include, but are not limited to: presenting only two years of audited financial statements and only two years of related selected financial data in Management s Discussion and Analysis of Financial Condition and Results of Operations disclosure; an exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended; not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional information about the audit and the financial statements; reduced disclosure obligations regarding executive compensation arrangements in our periodic reports, registration statements and proxy statements; and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We have elected to take advantage of certain reduced disclosure obligations in this prospectus and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we Table of Contents provide to our stockholders may be different from what you might receive from other public reporting companies that are not emerging growth companies and in which you hold equity interests. In addition, the JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to opt out of this provision and to comply with new or revised accounting standards as required of publicly-traded companies generally. This decision to opt out of the extended transition period is irrevocable. We will remain an emerging growth company until the earliest of: (i) December 31, 2025, (ii) the first fiscal year after our annual revenue exceeds $1.07 billion, (iii) the date on which we have, during the immediately preceding three-year period, issued more than $1.0 billion in non-convertible debt securities, and (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeds $700 million as of the end of the second quarter of that fiscal year. Corporate information We were formed in Australia in December 2003 under the name Interspire Pty Ltd and reorganized into a corporation in Delaware under the name BigCommerce Holdings, Inc. in February 2013. Our headquarters and principal executive offices are located at 11305 Four Points Drive, Building II, Third Floor, Austin, Texas 78726. Our telephone number is (512) 865-4500. Our corporate website address is www.BigCommerce.com. The information contained in, or that can be accessed through, our website is not incorporated by reference in and is not part of this prospectus. Investors should not rely on any such information in deciding whether to purchase our Series 1 common stock. BigCommerce, our logo, and other trademarks or trade names of BigCommerce Holdings, Inc. appearing in this prospectus are our property. This prospectus also contains trademarks and trade names of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names. Table of Contents The Offering Series 1 common stock offered by us 1,000,000 shares of Series 1 common stock. Series 1 common stock offered by the selling stockholders 4,000,000 shares of Series 1 common stock (or 4,750,000 shares if the underwriters option to purchase additional shares of Series 1 common stock is exercised in full). Underwriters option to purchase additional shares Certain of the selling stockholders have granted the underwriters the option to purchase up to an additional 750,000 shares of Series 1 common stock. Series 1 common stock to be outstanding after giving effect to this offering 64,101,536 shares. Series 2 common stock to be outstanding after giving effect to this offering 5,050,555 shares. Total Series 1 and Series 2 common stock to be outstanding after giving effect to this offering 69,151,091 shares. Use of proceeds We estimate that our net proceeds from this offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $69.3 million, based on an assumed public offering price of $72.41 per share of common stock, the last reported sale price of our common stock on The Nasdaq Global Market on November 9, 2020, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares by the selling stockholders. We intend to use the net proceeds from this offering for working capital and general corporate purposes, including sales and marketing, research and development, general and administrative matters, and capital expenditures. See Use of Proceeds. Dividend policy We have no current plans to pay dividends on our Series 1 common stock. Any future determination to pay dividends will be made at the discretion of our board of directors and will depend on a variety of factors, including applicable laws, our financial condition, results of operations, contractual restrictions, capital requirements, business prospects, general business or financial market conditions and other factors that our board of directors may deem relevant. See Dividend Policy. Nasdaq Global Market trading symbol BIGC. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CPER_united_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CPER_united_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9d097e783fc861a25ddafeb23124f196baac2efa
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CPER_united_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This is only a summary of the prospectus and, while it contains material information about CPER and its shares, it does not contain or summarize all of the information about CPER and its shares contained in this prospectus that is material and/or which may be important to you. You should read this entire prospectus, including "Risk Factors Involved with an Investment in CPER" beginning on page 5, before making an investment decision about the shares. For a glossary of defined terms, see Appendix A.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CRC_california_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CRC_california_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7e5b4459e8bfa337b1ac43296a207ec083923856
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CRC_california_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CRDF_cardiff_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CRDF_cardiff_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..af1a1cded5d48163ea1e8c3749d71517e4c20fca
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CRDF_cardiff_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights certain of the information contained elsewhere in or incorporated by reference into this prospectus. Because this is only a summary, however, it does not contain all the information you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere in or incorporated by reference into this prospectus. Before you make an investment decision, you should read this entire prospectus carefully, including the risks of investing in our securities discussed under the section of this prospectus entitled Risk Factors and similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part. Unless the context otherwise requires, references to we, our, us, Cardiff Oncology or the Company in this prospectus mean Cardiff Oncology, Inc. Overview We are a clinical-stage, oncology therapeutics company, taking a Precision Cancer Medicine ( PCM ) approach to develop drugs that target mitosis (cell division) to treat various types of cancer, including prostate, colorectal and leukemia. By integrating a biomarker strategy into our development programs, we will be able to identify patients more likely to respond to treatment. On March 15, 2017, we announced that we licensed onvansertib, a PLK1 inhibitor, from Nerviano, pursuant to a license agreement with Nerviano dated March 13, 2017. This exclusive, world-wide license agreement includes 3 issued patents for onvansertib which cover composition of matter, salt forms of onvansertib and combination of onvansertib with other drugs. Onvansertib was developed to have high selectivity to PLK1 (at low nanomolar IC50 levels), to have ideal pharmacokinetics, including oral bioavailability and administration and a drug half-life of approximately 24 hours, allowing for flexible dosing and scheduling, and is well tolerated and safe with only mild to moderate side effects reported to-date. A Phase 1 safety study of onvansertib has been successfully completed in patients with advanced metastatic solid tumors and published in 2017 in Investigational New Drugs. We currently have three active clinical trials a Phase 1b 2 open-label clinical trial of onvansertib in combination with FOLFIRI and Avastin in patients with mCRC with a KRAS mutation, being conducted at USC Norris Comprehensive Cancer Center and The Mayo Clinic a Phase 2 open-label clinical trial of onvansertib in combination with abiraterone acetate (Zytiga ) and prednisone in patients with mCRPC, being conducted at Beth Israel Deaconess Medical Center ( BIDMC ), Dana-Farber Cancer Institute ( DFCI ), and Massachusetts General Hospital ( MGH ) and a Phase 1b 2 open-label clinical trial of onvansertib in combination with standard-of-care chemotherapy, decitabine, in patients with AML, being conducted at eight sites across the U.S. Onvansertib is a first-in-class, third-generation, oral and highly-selective PLK1 inhibitor with demonstrated antitumor activity in different preclinical models. Polo-like kinase family consists of 5 members (PLK1-PLK5) and they are involved in multiple functions in cell division, including the regulation of centrosome maturation, checkpoint recovery, spindle assembly, cytokinesis, apoptosis and many others. PLK1 is essential for the maintenance of genomic stability during cell division. The over-expression of PLK1 can lead to immature cell division followed by aneuploidy and cell death, a hallmark of cancer. PLK1 is over-expressed in a wide variety of leukemias lymphomas and solid tumor cancers, including acute myeloid leukemia, non-Hodgkin lymphoma, prostate, lung, breast, ovarian, colorectal and adrenocortical carcinoma. In addition, several studies have shown that over-expression of PLK1 is associated with poor prognosis. Blocking the expression of PLK1 by kinase inhibitors, such as onvansertib, can effectively inhibit growth of, and induce, tumor cell death. We believe the high-selectivity of onvansertib to PLK1, its 24-hour half-life and oral bioavailability, as well as its demonstrated safety and tolerability, with expected on-target, easy to manage and reversible side effects, may prove useful in addressing clinical therapeutic needs across a variety of cancers. Onvansertib has been tested in-vivo in different xenograft and transgenic models suggesting tumor growth inhibition or tumor regression when used in combination with other therapies. Onvansertib has been tested for antiproliferative activity on a panel of 148 tumor cell lines and appeared highly active with an IC50 (a measure concentration for 50% target inhibition) below 100 nM in 75 cell lines and IC50 values below 1 uM in 133 out of 148 cell lines. Onvansertib also appears active in cells expressing multi-drug resistant ( MDR ) transporter proteins and we believe its apparent ability to overcome the MDR transporter resistance mechanism in cancer cells could prove useful in broader drug combination applications. In in-vitro and in-vivo preclinical studies, synergy (interaction of discrete drugs such that the total effect is greater than the sum of the individual effects) has been demonstrated with onvansertib when used in combination with numerous different chemotherapies, including cisplatin, cytarabine, doxorubicin, gemcitabine and paclitaxel, as well as targeted therapeutics, such as abiraterone acetate (Zytiga ), histone deacetylase ( HDAC ) inhibitors, such as belinostat (Beleodaq ), quizartinib (AC220), a development stage FLT3 inhibitor, and bortezomib (Velcade ). These therapies are used clinically for the treatment of solid tumor cancers, leukemias and lymphomas including mCRPC, mCRC, triple negative breast cancer ( TNBC ), AML and non-Hodgkin lymphoma ( NHL ). Company Information We were incorporated in the State of Florida on April 26, 2002. On July 2, 2004, we acquired Xenomics, a California corporation, which was in business to develop and commercialize urine-based molecular diagnostics technology. In 2007, we changed our fiscal year end from January 31 to December 31 and in January 2010, we re-domesticated our state of incorporation from Florida to Delaware and our name was changed to Trovagene, Inc. On May 6, 2020, we announced a change in our company name from Trovagene, Inc. to Cardiff Oncology, Inc. We have trademarks for the name TROVAGENE, TROVAGENE ONCOLOGY and PIPELINE WITHIN A MOLECULE and we have applied for the trademark for CARDIFF ONCOLOGY. Our principal executive offices are located at 11055 Flintkote Avenue, San Diego, CA 92121, and our telephone number is 858-952-7570. Our website address is www.cardiffoncology.com. The information on our website is not part of this prospectus. We have included our website address as a factual reference and do not intend it to be an active link to our website.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CSTL_castle_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CSTL_castle_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cfa6772b17bf20fc28f8ae9bc05cc8bb036f169b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CSTL_castle_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained in other parts of this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of our common stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before investing in our common stock, you should carefully read this entire prospectus, including our financial statements and the related notes and other documents incorporated by reference in this prospectus, as well as the information under the caption Risk Factors herein and under similar headings in the other documents that are incorporated by reference into this prospectus. Unless the context requires otherwise, references in this prospectus to Castle Biosciences, we, our, us, the Company or similar terms refer to Castle Biosciences, Inc. Overview We are a commercial-stage dermatological cancer company focused on providing physicians and their patients with personalized, clinically actionable genomic information to make more accurate treatment decisions. We believe that the traditional approach to developing a treatment plan for certain cancers using clinical and pathology factors alone can be improved by incorporating personalized genomic information. Our non-invasive genomic products utilize proprietary algorithms to provide an assessment of a patient s specific risk of metastasis or recurrence of their cancer, allowing physicians to identify patients who are likely to benefit from an escalation of care as well as those who may avoid unnecessary medical and surgical interventions. Our lead product, DecisionDx-Melanoma, is a proprietary multi-gene expression profile, or GEP, test that predicts the risk of metastasis or recurrence for patients diagnosed with invasive cutaneous melanoma, a deadly skin cancer. We also market DecisionDx-UM, which is also a proprietary GEP test that predicts the risk of metastasis for patients with uveal melanoma, a rare eye cancer. Based on the substantial clinical evidence that we have developed, we have received Medicare coverage for both of our products, which represents approximately 50% of our addressable patient population. We also have two proprietary products in late-stage development that address high-risk cutaneous squamous cell carcinoma, or high-risk SCC, and suspicious pigmented lesions, which are indications with high clinical need in dermatological cancer. Clinical validation studies have been completed for both of these late-stage pipeline products and we plan to make these products clinically available in the second half of 2020. Skin cancer is the most commonly diagnosed cancer in the United States. There are more than 5.5 million new cases of skin cancer diagnosed annually, compared with 1.6 million new cases for all other cancers combined. DecisionDx-Melanoma targets an estimated 130,000 patients diagnosed with invasive cutaneous melanoma each year, which we believe is underreported. In addition, our two late-stage proprietary products in development target approximately 200,000 patients diagnosed with high-risk SCC and approximately 300,000 patients with suspicious pigmented lesions without a definitive diagnosis of skin cancer. We estimate that the total addressable U.S. market for these three products is approximately $2.0 billion. Healthcare providers, predominately dermatologists and surgeons who treat melanoma patients, make nearly all treatment decisions for patients diagnosed with skin cancers based upon their expected risk of metastasis or recurrence. Historically these treatment decisions have been based solely on clinical and pathology factors, such as tumor depth or width, ulceration status, nerve invasion and evidence of metastasis to the sentinel lymph node, or SLN. Physicians use these factors to group, or stage, patients into stage-related populations. The average risk of metastasis within a population then guides treatment decisions for all patients within a respective population. However, an individual patient s risk of metastasis can be significantly different from these stage-related population averages, thereby resulting in some patients receiving unnecessary medical and surgical interventions and some patients being undertreated. This treatment paradigm has led to suboptimal patient care and unnecessary costs to the healthcare system. We believe that incorporating the genomics of each individual patient s tumor biology to inform their specific risk of metastasis can aid the decision-making process for their treatment plan, help optimize patient outcomes and reduce healthcare costs. The genomics of cutaneous melanoma and other skin cancers are highly complex because, unlike some other types of cancer, the presence or absence of a single gene or a limited number of genes has not been shown to accurately predict the risk of metastasis or recurrence. Rather, we believe that risk of metastasis or recurrence of skin cancer requires the analysis of gene expression profiles occurring at the RNA level through the application of artificial intelligence, deep learning and proprietary techniques to identify clinically relevant genomic patterns. Once identified, we then undertake extensive clinical validation and clinical utility studies to develop products that address key unmet medical needs for patients and physicians. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted. SUBJECT TO COMPLETION, DATED JUNE 22, 2020 PRELIMINARY PROSPECTUS 1,500,000 Shares Common Stock We are offering 1,500,000 shares of our common stock. Our common stock is listed on the Nasdaq Global Market and trades under the symbol CSTL. The last reported sale price of our common stock on the Nasdaq Global Market on June 19, 2020 was $42.38 per share. You should read this prospectus, together with additional information described under the headings Incorporation of Certain Information by Reference and Where You Can Find More Information, carefully before you purchase our common stock. We are an emerging growth company as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. Investing in our common stock involves a high degree of risk. See Risk Factors beginning on page 8 of this prospectus as well as in the documents incorporated by reference into this prospectus. Per Share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to us (before expenses) $ $ (1) See Underwriting for additional information regarding underwriting compensation. We have granted the underwriters the right to purchase up to 225,000 additional shares of common stock. The underwriters expect to deliver the shares to purchasers on or about , 2020. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Joint Book-Running Managers SVB Leerink Baird Passive Book-Runner Canaccord Genuity Co-Manager BTIG The date of this prospectus is , 2020 TABLE OF CONTENTS DecisionDx-Melanoma In cutaneous melanoma, nearly every treatment plan decision is based upon a patient s risk of metastasis and the traditional clinical and pathology factors that are used to estimate population-based rates of metastasis can be inaccurate predictors of an individual patient s risk. A primary tumor diagnostic biopsy is used to identify most of these factors, such as tumor thickness and ulceration status. These factors then assist physicians in their decision of whether to discuss or recommend a second procedure, the invasive sentinel lymph node biopsy, or SLNB, surgery which can provide additional prognostic information. However, the clinical and pathology factors that lead to a recommendation to perform the SLNB surgery have limitations in that they are not very predictive when it comes to the likelihood that the patient will have an SLN-positive biopsy result, meaning that melanoma cells are found in the sentinel lymph nodes. In fact, approximately 88% of patients who undergo the SLNB surgery are found to have an SLN-negative biopsy result, and these patients remain either as Stage I, the lowest risk group, or as Stage II, the next lowest risk group. Unfortunately, despite being classified as low risk, two out of three patients who develop metastatic disease and die from the primary melanoma tumor received an SLN-negative biopsy result remained classified as Stage I or II following SLNB surgery. The significant diagnostic discordance that exists between the clinical and pathologic factors and likelihood of both an SLN-positive biopsy result and the risk of metastasis or recurrence has led to an opportunity to improve care by adding personalized genomic information. We developed our proprietary, non-invasive genomic DecisionDx-Melanoma product to address this diagnostic discordance in patients with Stage I-III cutaneous melanoma. The product interrogates the biology of a patient s tumor by analyzing the gene expression profile of 31 genes, a process made possible by our proprietary algorithm, developed using machine learning techniques. DecisionDx-Melanoma reports the risk of metastasis or recurrence for a patient s melanoma into two classes and two subclasses, ranging from Class 1A, the lowest risk group, through Class 2B, the highest risk group, based on the genomics of the patient s tumor. Physicians and patients use this additional tumor-specific genomic information, along with traditional staging criteria, to make better-informed decisions about how to manage the disease. Twenty-five peer-reviewed studies have been published that support the two current clinically actionable uses of DecisionDx-Melanoma. The first use immediately following diagnosis is based upon a patient s likelihood of having an SLN-negative biopsy result so that physicians and their patients can discuss the risk and benefit of undergoing the SLNB surgery. Data from our independent prospective multi-center study of 1,421 patients showed that the 1,065 patients with a melanoma less than or equal to 2.0 mm thick, defined as T1-T2 melanoma, and who received a DecisionDx-Melanoma Class 1A test result, had only a 4.6% likelihood of an SLN-positive biopsy result. This is clinically relevant because current guidelines do not recommend offering the SLNB surgery if the likelihood of an SLN-positive biopsy result is 5% or less. Therefore, all patients with a T1-T2 melanoma and a DecisionDx-Melanoma Class 1A test result, which represented approximately 70% of all T1-T2 patients in our study, could avoid the SLNB surgery based on current guidelines. We recently completed analysis from a second, independent prospective multi-center study of 1,690 patients. This study confirmed data from the first study in that patients with a T1-T2 melanoma who received a DecisionDx-Melanoma Class 1A test result had a 4.5% likelihood of an SLN-positive biopsy result. The second use of our product is to inform the appropriate treatment plan, regardless of the decision to undergo or avoid the SLNB surgery. The aggregate data from all of our published long-term archival studies showed a 99.6% negative predictive value, or NPV, for melanoma-specific survival at five years for patients who received a DecisionDx-Melanoma Class 1A test result; meaning that at the five-year mark, 99.6% of patients with a Class 1A test result did not die from their melanoma. We have also demonstrated, in all four of our clinical impact studies, that physicians changed their treatment plans approximately 50% of the time after receiving our test results, showing that DecisionDx-Melanoma can significantly change the way physicians treat their patients. For contextual purposes, note that for patients who undergo the SLNB surgery, only 12% are SLNB positive, while the remaining 88% are SLNB negative. This means that only 12% would have a change in management. DecisionDx-UM We also market DecisionDx-UM, a genomic test for use in identifying patients diagnosed with uveal melanoma who are at a low risk of metastasis. Uveal melanoma is a rare but deadly eye cancer with approximately 1,600 patients diagnosed in the United States annually. Similar to DecisionDx-Melanoma, this product also uses a proprietary algorithm developed using machine learning techniques to interrogate the biology of a patient s tumor by analyzing the gene expression profile of 15 genes of a patient s tumor. Because approximately 30% of uveal melanoma patients go on to metastasize within three years, prior to the availability of DecisionDx-UM in 2010, once the primary eye TABLE OF CONTENTS TABLE OF CONTENTS PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CTRM_castor_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CTRM_castor_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CTRM_castor_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CTXR_citius_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CTXR_citius_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5bfbbc16d49b8b28542261542405d8574f4736fb
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CTXR_citius_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights certain information about us and this offering contained elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in our securities, you should read the entire prospectus carefully, including "Risk Factors" beginning on page 10, and the consolidated financial statements and related notes and the other information incorporated by reference into this prospectus. Overview Citius Pharmaceuticals, Inc., headquartered in Cranford, New Jersey, is a specialty pharmaceutical company dedicated to the development and commercialization of critical care products targeting important medical needs with a focus on anti-infective products in adjunct cancer care and unique prescription products. Our goal is to achieve leading market positions by providing therapeutic products that address unmet medical needs yet have a lower development risk than usually is associated with new chemical entities. New formulations of previously approved drugs with substantial existing safety and efficacy data are a core focus. We seek to reduce development and clinical risks associated with drug development, yet still focus on innovative applications. Our strategy centers on products that have intellectual property and regulatory exclusivity protection, while providing competitive advantages over other existing therapeutic approaches. Since its inception, we have devoted substantially all of our efforts to business planning, acquiring our proprietary technology, research and development, recruiting management and technical staff, and raising capital. We are developing three proprietary product candidates: Mino-Lok, an antibiotic lock solution used to treat patients with catheter-related bloodstream infections by salvaging the infected catheter; Mino-Wrap, a liquifying gel-based wrap for reduction tissue expander infections following breast reconstructive surgeries; and Halo-Lido, a corticosteroid-lidocaine topical formulation that is intended to provide anti-inflammatory and anesthetic relief to persons suffering from hemorrhoids. We believe these unique markets for our product candidates are large, growing, and underserved by the current prescription products or procedures. We recently entered into a six-month option agreement with a subsidiary of Novellus, Inc. ("Novellus") whereby for the duration of the option we have the exclusive opportunity to in-license from Novellus on a worldwide basis, a novel cellular therapy for acute respiratory distress syndrome. Mino-Lok Overview Mino-Lok is a patented solution containing minocycline, disodium ethylenediaminetetraacetic acid (edetate), and ethyl alcohol, all of which act synergistically to treat and salvage infected central venous catheters ("CVCs") in patients with catheter related bloodstream infections ("CRBSIs"). Mino-Lok breaks down biofilm barriers formed by bacterial colonies, eradicates the bacteria, and provides anti-clotting properties to maintain patency in CVCs. The administration of Mino-Lok consists of filling the lumen of the catheter with 0.8 ml to 2.0 ml of Mino-Lok solution. The catheter is then "locked", meaning that the solution remains in the catheter without flowing into the vein. The lock is maintained for a dwell-time of two hours while the catheter is not in use. If the catheter has multiple lumens, all lumens may be locked with the Mino-Lok solution either simultaneously or sequentially. If patients are receiving continuous infusion therapy, the catheters alternate between being locked with the Mino-Lok solution and delivering therapy. The Mino-Lok therapy is two hours per day for at least five days, usually with two additional locks in the subsequent two weeks. After locking the catheter for two hours, the Mino-Lok solution is aspirated, and the catheter is flushed with normal saline. At that time, either the infusion will be continued, or will be locked with the standard-of-care lock solution until further use of the catheter is required. In a clinical study conducted by MD Anderson Cancer Center ("MDACC"), there were no serum levels of either minocycline or edetate detected in the sera of several patients who underwent daily catheter lock solution with minocycline and edetate ("M-EDTA") at the concentration level proposed in Mino-Lok treatment. Thus, it has been demonstrated that the amount of either minocycline or edetate that leaks into the serum is very low or none at all. The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, Dated June 5, 2020 PROSPECTUS 4,023,530 Shares of Common Stock This prospectus relates to the sale or other disposition from time to time of up to 4,023,530 shares of our common stock, $0.001 par value per share, issuable upon the exercise of warrants held by the selling stockholders named in this prospectus, including their transferees, pledgees, donees or successors. We are not selling any shares of common stock under this prospectus and will not receive any of the proceeds from the sale of shares of common stock by the selling stockholders. The selling stockholders may sell or otherwise dispose of the shares of common stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the selling stockholders may sell or otherwise dispose of their shares of common stock in the section entitled "Plan of Distribution" beginning on page 38. The selling stockholders will pay all brokerage fees and commissions and similar expenses. We will pay all expenses (except brokerage fees and commissions and similar expenses) relating to the registration of the shares with the Securities and Exchange Commission. No underwriter or other person has been engaged to facilitate the sale of shares of our common stock in this offering. Our common stock is listed on the Nasdaq Capital Market under the ticker symbol "CTXR." On June 4, 2020, the last reported closing price of our common stock on the Nasdaq Capital Market was $0.96. Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading "Risk Factors" beginning on page 10 of this prospectus, and under similar headings in any amendments or supplements to this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is ___________, 2020. Phase 2b Results From April 2013 to July 2014, 30 patients with CVC-related bloodstream infection were enrolled at MDACC in a prospective Phase 2b study. Patients received Mino-Lok therapy for two hours once daily for a minimum of five days within the first week, followed by two additional locks within the next two weeks. Patients were followed for one month post-lock therapy. Demographic information, clinical characteristics, laboratory data, therapy, as well as adverse events and outcome were collected for each patient. Median age at diagnosis was 56 years (range: 21-73 years). In all patients, prior to the use of lock therapy, systemic treatment with a culture-directed, first-line intravenous antibiotic was started. Microbiological eradication was achieved at the end of therapy in all cases. None of the patients experienced any serious adverse event related to the lock therapy. The active arm, which is the Mino-Lok treated group of patients, was then compared to 60 patients in a matched cohort that experienced removal and replacement of their CVCs within the same contemporaneous timeframe. The patients were matched for cancer type, infecting organism, and level of neutropenia. All patients were cancer patients and treated at the MDACC. The efficacy of Mino-Lok therapy was 100% in salvaging CVCs, demonstrating equal effectiveness to removing the infected CVC and replacing with a new catheter. The main purpose of the study was to show that Mino-Lok therapy was at least as effective as the removal and replacement of CVCs when CRBSIs are present, and that the safety was better, that is, the complications of removing an infected catheter and replacing with a new one could be avoided. In addition to having a 100% efficacy rate with all CVCs being salvaged, Mino-Lok therapy had no significant adverse events ("SAEs"), compared to an 18% SAE rate in the matched cohort where patients had the infected CVCs removed and replaced with a fresh catheter. There were no overall complication rates in the Mino-Lok arm group compared to 11 patients with events (18%) in the control group. These events included bacterial relapse (5%) at four weeks post-intervention, and a number of complications associated with mechanical manipulation in the removal or replacement procedure for the catheter (10%) or development of deep seated infections such as septic thrombophlebitis and osteomyelitis (8%). As footnoted, six patients had more than one complication in the control arm group. Mino-Lok Arm Control Arm Parameter N (%) N (%) Patients 30 (100)% 60 (100)% Cancer type - Hematologic 20 (67) 48 (80) - Solid tumor 10 (33) 12 (20) ICU Admission 4 (13) 4 (7) Mech. Ventilator 3 (10) 0 (0) Bacteremia - Gram+ 17 (57)* 32 (53) - Gram- 14 (47)* 28 (47) Neutropenia (<500) 19 (63) 36 (60) Microbiologic Eradication 30 (100) 60 (100) - Relapse 0 (0) 3 (5) Complications 0 (0) 8 (13) SAEs related to R&R 0 (0) 6 (10) Overall Complication Rate 0 (0)% 11** (18)% *1 polymicrobial patient had a Gram+ and a Gram- organism cultured ** 6 patients had > 1 complication Source: Dr. Issam Raad, Antimicrobial Agents and Chemotherapy, June 2016, Vol. 60 No. 6, Page 3429 Phase 3 Initiation In November 2016, we initiated site recruitment for Phase 3 clinical trials. From initiation through first quarter 2017, we received input from several sites related to the control arm as being less than standard-of-care for some of the respective institutions. We worked closely with the U.S. Food and Drug Administration ("FDA") with respect to the design of the Phase 3 trial, and received feedback on August 17, 2017. The FDA stated that they recognized that there is an unmet medical need in salvaging infected catheters and agreed that an open label, superiority design would address our concerns and would be acceptable to meet the requirements of a new drug application. We amended the Phase 3 study design to remove the saline and heparin placebo control arm and to use an active control arm that conforms with today s current standard-of-care. Patient enrollment commenced in February 2018. The Mino-Lok phase 3 trial was originally planned to enroll 700 patients in 50 participating institutions, all located in the U.S. There will be interim analyses at both the 50% and 75% points of the trial as measured by the number of patients treated. As of May 31, 2020, there are 31 active sites currently enrolling patients including such academic centers as MDACC, Henry Ford Health Center, Georgetown University Medical Center, University of Chicago, and others. There are two additional medical centers in startup mode. There are no other remaining sites in feasibility. In September 2019, we announced that the FDA agreed to a new primary efficacy endpoint of "time to catheter failure" in comparing Mino-Lok to the antibiotic lock control arm. This change in the trial design reduced the required patient sample size of the trial from 700 subjects to approximately 144 available subjects to achieve the pre-specified 92 catheter failure events needed to conclude the trial. Additionally, we submitted a response to the FDA that it will implement this change in the primary endpoint and expected it to result in less than 150 subjects needed in its Phase 3 trial. In October 2019, the FDA agreed that the patient sample size of approximately 144 patients was acceptable. In October 2019, we announced that the Phase 3 trial had reached the 40% completion triggering an interim futility analysis. That analysis showed a positive outcome, as it met the prespecified interim futility analysis criteria. The next major milestone in the Mino-Lok trial, expected to be achieved in the first half of 2020, will be the 75% interim analysis for superior efficacy. The endpoints for this analysis require that the time to catheter failure be at least 38 days for Mino-Lok vs. 21 days for SOC antibiotic locks. In May 2020, we announced that we are providing free access to Mino-Lok for healthcare providers under an Expanded Access protocol to ease the burden associated with the COVID-19 pandemic. Through the Expanded Access protocol, an infected central venous catheter can now be treated with Mino-Lok, potentially avoiding the need for the removal and replacement procedure. In June 2020, we announced that we had received positive feedback from the FDA on our proposed catheter compatibility studies for Mino-Lok. The studies, if and when successfully completed, should allow Mino-Lok to be labeled for use with all commercially available CVCs and peripherally inserted central catheters (PICCs) on the U.S. market. It is further assumed that these studies will meet European and world standards. The ability to be labeled without restrictions with respect to catheter type would allow Mino-Lok unrestricted access to the full U.S. and world markets for an effective antibiotic lock therapy for CLABSIs. Fast Track Designation In October 2017, we received official notice from the FDA that the investigational program for Mino-Lok was granted "Fast Track" status. Fast Track is a designation that expedites FDA review to facilitate development of drugs which treat a serious or life-threatening condition and fill an unmet medical need. A drug that receives Fast Track designation is eligible for the following: More frequent meetings with the FDA to discuss the drug s development plan and ensure collection of appropriate data needed to support drug approval; More frequent written correspondence from the FDA about the design of the clinical trials; Priority review to shorten the FDA review process for a new drug from ten months to six months; and Rolling review, which means Citius can submit completed sections of its New Drug Application ("NDA") for review by the FDA, rather than waiting until every section of the application is completed before the entire application can be reviewed. Mino-Lok International Study In October 2017, data from an international study on Mino-Lok was presented at the Infectious Disease Conference, ("ID Week"), in San Diego, California. The 44 patient study was conducted in Brazil, Lebanon, and Japan and showed Mino-Lok therapy was an effective intervention to salvage long-term, infected CVCs in CRBSIs in patients who had cancer with limited vascular access. This study showed 95% effectiveness for Mino-Lok therapy in achieving microbiological eradication of the CVCs as compared to 83% for the control. The single failure in the Mino-Lok arm was due to a patient with Burkholderia cepacia that was resistant to all antibiotics tested. Stability Patent Application for Mino-Lok In October 2018, the U.S. Patent and Trademark Office ("USPTO") issued U.S. Patent No. 10,086,114, entitled "Antimicrobial Solutions with Enhanced Stability." The new invention overcomes limitations in mixing antimicrobial solutions in which components have precipitated because of physical and/or chemical factors, thus limiting the stability of the post-mix solutions. The scientists and technologists at MDACC have been able to improve the stability of the post-mixed solutions through adjustments of the post-mixed pH of the solution. This may allow for longer storage time of the ready-to-use solution. Citius holds the exclusive worldwide license which provides access to this patented technology for development and commercialization of Mino-Lok. On October 9, 2019, the European Patent Office ("EPO") granted European Patent No. 3370794, entitled "Antimicrobial Solutions with Enhanced Stability." The grant of this European patent strengthens the intellectual property protection for Mino-Lok through November of 2036. The new invention overcomes limitations in mixing antimicrobial solutions, in which components have precipitated because of physical and/or chemical factors, thus limiting the stability of the post-mix solutions. The scientists and technologists at MDACC have been able to improve the stability of the post-mixed solutions through adjustments of the post-mixed pH of the solution. This may allow for longer storage time of the ready-to-use solution. Mino-Wrap Overview On January 2, 2019, we entered into a patent and technology license agreement with the Board of Regents of the University of Texas System on behalf of the MDACC, whereby we in-licensed exclusive worldwide rights to the patented technology for any and all uses relating to breast implants, specifically the Mino-Wrap technology. This includes rights to U.S. Patent No. 9,849,217, which was issued on December 16, 2017. We intend to develop Mino-Wrap as a liquefying, gel-based wrap containing minocycline and rifampin for the reduction of infections associated with breast implants following breast reconstructive surgeries. We are required to use commercially reasonable efforts to commercialize Mino-Wrap under several regulatory scenarios and achieve milestones associated with these regulatory options leading to an approval from the FDA. Mino-Wrap will require pre-clinical development prior to any regulatory pathway. In July 2019, we announced that we intend to pursue the FDA s Investigational New Drug ("IND") regulatory pathway for the development of Mino-Wrap. We currently expect to have a pre-IND meeting with the FDA before the end of 2020 and begin a Phase 2 clinical study in 2021. Halo-Lido Overview Halo-Lido is a topical formulation of halobetasol propionate, a corticosteroid and lidocaine that is intended for the treatment of hemorrhoids. To our knowledge, there are currently no FDA-approved prescription drug products for the treatment of hemorrhoids. Some physicians are known to prescribe topical steroids for the treatment of hemorrhoids. In addition, there are various topical combination prescription products containing halobetasol propionate along with lidocaine or pramoxine, each a topical anesthetic, that are prescribed by physicians for the treatment of hemorrhoids. These products contain drugs that were in use prior to the start of the Drug Efficacy Study Implementation ("DESI") program and are commonly referred to as DESI drugs. However, none of these single-agent or combination prescription products have been clinically evaluated for safety and efficacy and approved by the FDA for the treatment of hemorrhoids. Further, many hemorrhoid patients use over the counter ("OTC") products as their first line therapy. OTC products contain any one of several active ingredients including glycerin, phenylephrine, pramoxine, white petrolatum, shark liver oil and/or witch hazel, for symptomatic relief. Development of Hemorrhoids Drugs Hemorrhoids are a common gastrointestinal disorder, characterized by anal itching, pain, swelling, tenderness, bleeding and difficulty defecating. In the U.S., hemorrhoids affect nearly 5% of the population, with approximately 10 million persons annually admitting to having symptoms of hemorrhoidal disease. Of these persons, approximately one third visit a physician for evaluation and treatment of their hemorrhoids. The data also indicate that for both sexes a peak of prevalence occurs from age 45 to 65 years with a subsequent decrease after age 65 years. Caucasian populations are affected significantly more frequently than African Americans, and increased prevalence rates are associated with higher socioeconomic status in men but not women. Development of hemorrhoids before age 20 is unusual. In addition, between 50% and 90% of the general U.S., Canadian and European population will experience hemorrhoidal disease at least once in life. Although hemorrhoids and other anorectal diseases are not life-threatening, individual patients can suffer from agonizing symptoms which can limit social activities and have a negative impact on the quality of life. Hemorrhoids are defined as internal or external according to their position relative to the dentate line. Classification is important for selecting the optimal treatment for an individual patient. Accordingly, physicians use the following grading system referred to as the Goligher s classification of internal hemorrhoids: Grade I Hemorrhoids not prolapsed but bleeding. Grade II Hemorrhoids prolapse and reduce spontaneously with or without bleeding. Grade III Prolapsed hemorrhoids that require reduction manually. Grade IV Prolapsed and cannot be reduced including both internal and external hemorrhoids that are confluent from skin tag to inner anal canal. Development Activities to Date In the fall of 2015, we completed dosing patients in a double-blind dose ranging placebo controlled Phase 2a study where six different formulations containing hydrocortisone and lidocaine in various strengths were tested against the vehicle control. The objectives of this study were to: (1) demonstrate the safety and efficacy of the formulations when applied twice daily for two weeks in subjects with Grade I or II hemorrhoids, and (2) assess the potential contribution of lidocaine hydrochloride and hydrocortisone acetate, alone or in combination for the treatment of symptoms of Goligher s Classification Grade I or II hemorrhoids. Symptom improvement was observed based on a global score of disease severity ("GSDS"), and based on some of the individual signs and symptoms of hemorrhoids, specifically itching and overall pain and discomfort. Within the first few days of treatment, the combination products (containing both hydrocortisone and lidocaine) were directionally favorable versus the placebo and their respective individual active treatment groups (e.g., hydrocortisone or lidocaine alone) in achieving , ' ': almost symptom free or symptom free status according to the GSDS scale. These differences suggest the possibility of a benefit for the combination product formulation. Overall, results from adverse event reporting support the safety profile of all test articles evaluated in this study and demonstrate similar safety profiles as compared to the vehicle. The safety findings were unremarkable. There was a low occurrence of adverse events and a similar rate of treatment related adverse events across all treatment groups. The majority of adverse events were mild and only one was severe. None of the adverse events were an SAE and the majority of adverse events were recovered/resolved at the end of the study. There were only two subjects who were discontinued from the study due to adverse events. In addition to the safety and dose-ranging information, information was obtained relating to the use of the GSDS as an assessment tool for measuring the effectiveness of the test articles. Individual signs and symptoms were also assessed but can vary from patient to patient. Therefore, the goal of the GSDS was to provide an assessment tool that could be used for all patients regardless of which signs and symptoms they are experiencing. The GSDS proved to be a more effective tool for assessing the severity of the disease and the effectiveness of the drug when compared to the assessment of the individual signs and symptoms. Citius believes that we can continue to develop this assessment tool as well as other patient reported outcome endpoints for use in the next trials and in the pivotal trial. Information was also obtained about the formulation of the drug and the vehicle. As a result of this study, we believe that the performance of the active arms of the study relative to the vehicle can be improved by re-formulating our topical preparation. Therefore, we initiated work on vehicle formulation and evaluation of higher potency steroids. In June and July 2016, we engaged the Dominion Group, a leading provider of healthcare and pharmaceutical marketing research services. The primary market research was conducted to understand the symptoms that are most bothersome to patients better in order to develop meaningful endpoints for the clinical trials. We also learned about the factors that drive patients to seek medical attention for hemorrhoids in an effort to understand the disease impact on quality of life. The results of this survey are able to help us develop patient reported outcome evaluation tools. These tools can be used in clinical trials to evaluate the patients conditions and to assess the performance of the test articles. In March 2018, we announced that we had selected a higher potency corticosteroid in our steroid/anesthetic topical formulation program for the treatment of hemorrhoids. The original topical preparation, which we referred to as Hydro-Lido or CITI-001, which was used in the Phase 2a study, was a combination of hydrocortisone acetate and lidocaine hydrochloride. The new formulation, CITI-002, which we refer to as Halo-Lido, will combine lidocaine with the higher potency corticosteroid halobetasol propionate for symptomatic relief of the pain and discomfort of hemorrhoids. We held a Type C meeting with the FDA in December 2017 to discuss the results of the Phase 2a study and to obtain the FDA s view on development plans to support the potential formulation change for the planned Phase 2b study. We also requested the FDA s feedback on our Phase 2b study design, including target patient population, inclusion/exclusion criteria, and efficacy endpoints. The pre-clinical and clinical development programs for CITI-002 are planned to be similar to those conducted for the development of CITI-001 to support the design for a planned Phase 3 clinical trial. We anticipate beginning a Phase 2b clinical study in the second half of 2020. Citius/Novellus Program On March 31, 2020, we entered into an option agreement with a subsidiary of Novellus whereby for the duration of the option agreement we have the exclusive opportunity to in-license from Novellus on a worldwide basis, a novel cellular therapy for ARDS. The option exercise period runs for six months, during which period, if and when we exercise the option, we and Novellus must negotiate a mutually acceptable definitive license agreement. The option agreement contains the agreed upon financial terms for the license. Novellus also agreed to allow us access to such records as we deem necessary for our due diligence to determine whether to exercise the option. In April 2020, we paid Novellus $100,000 for the option. Corporate History and Information We were founded as Citius Pharmaceuticals, LLC, a Massachusetts limited liability company, on January 23, 2007. On September 12, 2014, Citius Pharmaceuticals, LLC entered into a Share Exchange and Reorganization Agreement, with Citius Pharmaceuticals, Inc. (formerly Trail One, Inc.), a publicly traded company incorporated under the laws of the State of Nevada. Citius Pharmaceuticals, LLC became a wholly-owned subsidiary of Citius. On March 30, 2016, Citius acquired Leonard-Meron Biosciences, Inc. ("LMB") as a wholly-owned subsidiary. LMB was a pharmaceutical company focused on the development and commercialization of critical care products with a concentration on anti-infectives. Our principal executive offices are located at 11 Commerce Drive, First Floor, Cranford, New Jersey 07016 and our telephone number is (908) 976-6677. THE OFFERING Up to 4,023,530 Shares of Common Stock This prospectus relates to the resale by the selling stockholders identified in this prospectus of up to 4,023,530 shares of our common stock issuable upon exercise of the following warrants: warrants for 3,529,412 shares of common stock issued in a private placement in May 2020 to investors with an exercise price of $1.00 that expire on November 15, 2025; warrants for 494,118 shares of common stock issued in May 2020 to the placement agent for the private placement, with an exercise price of $1.3281 per share that expire on May 14, 2025. Common stock offered by the selling stockholders 4,023,530 shares Common stock outstanding before the offering (1) 45,186,886 shares
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CVM_cel-sci_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CVM_cel-sci_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..820c51c83412ad857d6c1a921aa9f0496ccd4ff9
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CVM_cel-sci_prospectus_summary.txt
@@ -0,0 +1,169 @@
+PROSPECTUS SUMMARY
+
+ 
+
+This summary highlights certain information about us, this offering
+and information appearing elsewhere in this prospectus and in the
+documents we incorporate by reference. This summary is not complete
+and does not contain all of the information that you should
+consider before investing in our securities. To fully understand
+this offering and its consequences to you should read this entire
+prospectus carefully, including the documents incorporated by
+reference, in this prospectus before making an investment
+decision.
+
+ 
+
+Our Company
+
+We
+are dedicated to research and development directed at improving the
+treatment of cancer and other diseases by using the immune system,
+the body s natural defense system. We are currently focused
+on the development of the following product candidates and
+technologies:
+
+ 
+
+1)
+
+Multikine (Leukocyte Interleukin,
+Injection), or Multikine, an investigational immunotherapy under development for the potential
+treatment of certain head and neck cancers;
+
+ 
+
+2)
+
+L.E.A.P.S.
+(Ligand Epitope Antigen Presentation System) technology, or LEAPS,
+with two investigational therapies, CEL-2000 and CEL-4000, vaccine
+product candidates under development for the potential treatment of
+rheumatoid arthritis, LEAPS-H1N1-DC, a product candidate under
+development for the potential treatment of pandemic influenza in
+hospitalized patients, and LEAPS COVID-19 vaccine product candidate
+under development to potentially treat/prevent COVID-19
+coronavirus.
+
+ 
+
+ 
+We were formed as a Colorado corporation in 1983. Our principal
+office is located at 8229 Boone Boulevard, Suite 802, Vienna,
+Virginia 22182. Our telephone number is 703-506-9460 and our web
+site is www.cel-sci.com.
+Except for the information incorporated by
+reference, the information
+contained in, and that which can be accessed through, our website
+is not incorporated into and does not form a part of this
+prospectus.
+
+ 
+
+Our
+common stock is publicly traded on the NYSE American under the
+symbol CVM . The high and low closing prices of our
+common stock, as reported by the NYSE American, during the three
+months ended June 30, 2020 were $18.00 and $9.64,
+respectively.
+
+ 
+
+As
+of June 30, 2020, we had 38,522,236 outstanding shares of common
+stock. This number excludes 13,410,561 shares that
+may be issued upon the exercise of outstanding warrants and options
+with a weighted average exercise price of $7.34 per
+share.
+
+ 
+
+Recent Developments
+
+ 
+
+We
+announced on April 23, 2020 that the Independent Data Monitoring
+Committee (IDMC) for our Phase 3 clinical trial of Multikine had
+completed its most recent review of the Phase 3 study data, which
+it performs periodically at regular intervals as required by our
+study protocol. The data from all 928 enrolled patients were
+provided to the IDMC by the clinical research organization (CRO)
+responsible for data management of this Phase 3 study.
+
+ 
+
+The
+IDMC recommended that we continue the trial until the appropriate
+number of events have occurred.
+
+ 
+
+IDMCs
+are committees commonly used by sponsors of clinical trials to
+protect the interests of the patients and the integrity of the
+study data in ongoing trials, especially when the trials involve
+patients with life threatening diseases, and when, as in cancer
+clinical trials, they extend over long periods of time. The
+continuation of our Phase 3 trial could be the result of factors
+other than Multikine and may not be indicative of a potential
+positive outcome for the trial.
+
+ 
+
+On May
+4, 2020 we announced that our pivotal Phase 3 head and neck cancer
+study of Multikine (Leukocyte Interleukin, Inj.) immunotherapy had
+reached the targeted threshold of 298 events (deaths) required to
+conduct the data evaluation. We are now in the phase that involves
+database lock and final analysis of the trial results. Given that
+the CROs, not CEL-SCI, are running these activities and the
+uncertainties surrounding COVID 19 and its effect on travel and
+hospitals, we cannot give a reliable timeline. We will continue to
+remain blinded to the study results throughout this process. We
+will be advised of the results when the analysis is completed and
+the study results will be announced to the public at that
+time.
+
+ 
+
+ 
+
+4
+
+ 
+
+ 
+
+The Offering
+
+ 
+
+By
+means of this prospectus:
+
+ 
+
+ 
+
+a
+number of our warrant holders are offering to sell up to 563,792
+shares of our common stock which are issuable upon the exercise of
+our outstanding warrants and
+
+ 
+
+ 
+
+a
+shareholder is offering 50,000 shares of common stock which we
+issued in payment of amounts we owe to the shareholder for services
+provided in connection with our Phase III clinical
+trial.
+
+ 
+
+The
+purchase of the securities offered by this prospectus involves a
+high degree of risk. Risk factors include our history of losses and
+our need for additional capital.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/CXDO_crexendo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/CXDO_crexendo_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9f9f18fec3071f003033cf0a6faee094e69df484
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/CXDO_crexendo_prospectus_summary.txt
@@ -0,0 +1,495 @@
+PROSPECTUS
+SUMMARY
+
+ 
+
+This summary highlights
+information contained elsewhere in greater detail in this
+prospectus and incorporated by reference in this prospectus and
+does not contain all of the information you should consider in
+making your investment decision. Before investing in our common
+stock, you should carefully read this entire prospectus and any
+related free writing prospectus, and the information incorporated
+by reference herein, including the information set forth in this
+prospectus under the heading Risk Factors and under
+similar headings in other documents that are incorporated by
+reference into this prospectus, and in our consolidated financial
+statements and the sections titled Management s
+Discussion and Analysis of Financial Condition and Results of
+Operations in our Annual Report on Form 10-K for the
+year ended December 31, 2019 and our Quarterly Report on
+Form 10-Q for the quarter ended June 30, 2020, respectively,
+which are incorporated herein by reference.
+
+ 
+
+Our
+Mission
+
+ 
+
+Our mission is to
+provide enterprise-class UCaaS ( Unified Communications as a
+Service ), call center, collaboration services, and other
+cloud business services to any size business at affordable monthly
+rates.
+
+ 
+
+Company Overview
+
+ 
+
+Crexendo, Inc. is an
+award-winning premier provider of cloud communications, UCaaS, call
+center, collaboration services, and other cloud business services
+that are designed to provide enterprise-class cloud services to any
+size business at affordable monthly rates. The Company has two
+operating segments, which consist of Cloud Telecommunications and
+Web Services.
+
+ 
+
+Cloud Telecommunications Our
+cloud telecommunications services transmit calls using Internet
+Protocol (IP) or cloud technology, which converts voice signals
+into digital data packets for transmission over the Internet or
+cloud. Each of our calling plans provides a number of basic
+features typically offered by traditional telephone service
+providers, plus a wide range of enhanced features that we believe
+offer an attractive value proposition to our customers. This
+platform enables a user, via a single identity or
+telephone number, to access and utilize services and features
+regardless of how the user is connected to the Internet or cloud,
+whether it s from a desktop device, computer, or an
+application on a mobile device.
+
+ 
+
+We generate recurring
+revenue from our cloud telecommunications and reselling broadband
+Internet services. Our cloud telecommunications contracts typically
+have a thirty-six to sixty month term. We generate product revenue
+and equipment financing revenue from the sale and lease of our
+cloud telecommunications equipment. Revenues from the sale of
+equipment, including those from sales-type leases, are recognized
+at the time of sale or at the inception of the lease, as
+appropriate.
+
+ 
+
+Web Services We generate
+recurring revenue from website hosting and other professional
+services.
+
+ 
+
+Industry
+Background
+
+ 
+
+Communications systems
+are critical to any business. In recent years, there have been
+significant changes in how people work and communicate with
+customers, co-workers and other third parties. Traditionally,
+business personnel worked primarily at a single office, during
+business hours, and utilized desk phones as their primary
+communications devices connected through a private branch exchange
+( PBX ). With the proliferation of smartphones and
+tablets that offer much of the functionality of PCs, combined with
+the pervasiveness of inexpensive broadband Internet access,
+businesses are increasingly working around the clock across
+geographically dispersed locations, and their employees are using a
+broad array of communications devices and utilizing text, along
+with voice, fax, and video conferencing, for business
+communications.
+
+ 
+
+These changes have
+created new challenges for business communications. Traditional
+on-premise systems are generally not designed for workforce
+mobility, bring-your-own communications device
+environments, or the use of multiple communication channels,
+including text and video conferencing. Today, businesses require
+flexible, location- and device-agnostic communications solutions
+that provide users with a single identity across multiple locations
+and devices.
+
+ 
+
+Fundamental advances in
+cloud technologies have enabled a new generation of business
+software to be delivered as a service over the Internet. Today,
+mission-critical applications such as customer relationship
+management, human capital management, enterprise resource planning
+and information technology ( IT ), support are being
+delivered securely and reliably to businesses through cloud-based
+platforms. While on-premise systems typically require significant
+upfront and ongoing costs, as well as trained and dedicated IT
+personnel, cloud-based services enable cost-effective and easy
+delivery of business applications to users regardless of location
+or access device.
+
+ 
+
+We believe that there
+is a significant opportunity to leverage the benefits of cloud
+computing to provide next-generation, cloud-based business
+communications solutions that address the new realities of workforce mobility,
+multi-device environments and multi-channel communications, thereby
+enabling people to communicate the way they do
+business.
+
+ 
+
+ 
+
+ 
+
+ 
+
+1
+
+ 
+
+ 
+
+ 
+
+ 
+Our
+Solutions and Technology
+
+ 
+
+Our goal is to provide
+a broad range of cloud-based products and services that nearly
+eliminate the cost of a businesses technology infrastructure
+and enable businesses of any size to more efficiently run their
+business. By providing a variety of comprehensive and scalable
+solutions, we are able to cater to businesses of all sizes on a
+monthly subscription basis without the need for expensive capital
+investments, regardless of where their business is in its
+lifecycle. Our products and services can be categorized in the
+following offerings:
+
+ 
+
+Cloud Telecommunications: Our cloud
+telecommunications service offering includes hardware, software,
+and unified communication solutions for businesses using IP or
+cloud technology over any high-speed Internet connection. These
+services are rendered through a variety of devices and user
+interfaces such as Crexendo branded desktop phones and/or mobile
+and desktop applications. Some examples of mobile devices are
+Android cell phones, iPhones, iPads or Android tablets. These
+services enable our customers to seamlessly communicate with others
+through phone calls that originate/terminate on our network or PSTN
+networks. Our cloud telecommunications services are powered by our
+proprietary implementation of standards based Web and VoIP cloud
+technologies. Our services use our highly scalable complex
+infrastructure that we build and manage based on industry standard
+best practices to achieve greater efficiencies, better quality of
+service (QoS) and customer satisfaction. Our infrastructure is
+comprised of compute, storage, network technologies, third-party
+party products and vendor relationships. We also develop end user
+portals for account management, license management, billing and
+customer support and adopt other cloud technologies through our
+partnerships.
+
+ 
+
+Crexendo s cloud
+telecommunication service offers a wide variety of essential and
+advanced features for businesses of all sizes. Many of these
+features included in the service offering are:
+
+ 
+
+ Business
+Productivity Features such as dial-by extension and name, transfer,
+conference, call recording, Unlimited calling to anywhere in the
+United States and Canada, International calling, Toll free (Inbound
+and Outbound).
+
+ Individual
+Productivity Features such as Caller ID, Call Waiting, Last Call
+Return, Call Recording, Music/Message-On-Hold, Voicemail, Unified
+Messaging, Hot-Desking.
+
+ Group
+Productivity Features such as Call Park, Call Pickup, Interactive
+Voice Response (IVR), Individual and Universal Paging, Corporate
+Directory, Multi-Party Conferencing, Group Mailboxes, Web and
+mobile devices based collaboration applications.
+
+ Call Center
+Features such as Automated Call Distribution (ACD), Call Monitor,
+Whisper and Barge, Automatic Call Recording, One way call
+recording, Analytics.
+
+ Advanced
+Unified Communication Features such as Find-Me-Follow-Me,
+Sequential Ring and Simultaneous Ring, Voicemail
+transcription.
+
+ Mobile Features
+such as extension dialing, transfer and conference and seamless
+hand-off from WiFi to/from 3G and 4G, LTE, as well as other data
+services. These features are also available on Crexendo Mobile
+Application ( CrexMo ), an intelligent mobile
+application for iPhones and Android smartphones, as well as iPads
+and Android tablets.
+
+ Traditional PBX
+Features such as Busy Lamp Fields, System Hold. 16-48 Port density
+Analog Devices
+
+ Expanded
+Desktop Device Selection such as Entry Level Phone, Executive
+Desktop, DECT Phone for roaming users.
+
+ Advanced Faxing
+solution such as Cloud Fax (cFax) allowing customers to send and
+receive Faxes from their Email Clients, Mobile Phones and Desktops
+without having to use a Fax Machine simply by attaching a
+file.
+
+ Web based
+online portal to administer, manage and provision the
+system.
+
+ Asynchronous
+communication tools like SMS/MMS, chat and document sharing to keep
+in pace with emerging communication trends.
+
+ 
+
+Many of these services
+are included in our basic offering to our customers for a monthly
+recurring fee and do not require a capital expense. Some of the
+advanced features such as Automatic Call Recording and Call Center
+Features require additional monthly fees. Crexendo continues to
+invest and develop its technology and CPaaS offerings to make them
+more competitive and profitable.
+
+ 
+
+Our Cloud
+Telecommunications technology is continuously being enhanced with
+additional features and software functionality. Our current
+functionality includes:
+
+ 
+
+ High-end
+desktop telephony devices such as Gigabit, PoE, 6 Line Color Phone
+with 10 programmable buttons and lower end Monochrome 2 Line wall
+mountable device.
+
+ Basic Business
+Telephony Features such as those offered in a traditional PBX
+systems like extension dialing, Direct Inward Dialing (DID),
+Hold/Resume, Music-On-Hold, Call Transfer (Attended and
+Unattended), Conferencing, Local, Long Distance, Toll-Free and
+International Dialing, Voicemail, Auto-Attendant and traditional
+faxing.
+
+ Advanced
+telephony features such as Call Park, Call Pickup, Paging (through
+the phones), Overhead paging, Call Recording.
+
+ Call Center
+Functionality such as Agent Log In/Log Out, Whisper, Barge and Call
+center reporting;
+
+ Unified
+Communications features like Simultaneous Ring, Sequential Ring,
+Status based Routing (Find-Me-Follow-Me), 10-party instant
+conference, and Mobile application (CrexMo).
+
+ CrexMo, which
+allows users to place and receive extension calls using
+Crexendo s network, transfer and conference other users right
+from their mobile device as if they were in the office. It also
+provided users instant access to visual voicemail and call
+logs.
+
+ End User Portal
+and Unified Messaging with Voicemail, Call Recording and eFax
+inbox.
+
+ Collaboration
+products like group chat, SMS/MMS, document sharing, video and web
+conferencing.
+
+ 
+
+ 
+
+Website Services: Our website services
+segment allows businesses to host their websites in our data center
+for a recurring monthly fee. Our website software platform is
+feature rich and battle tested to provide an innovative
+website-building environment. We continue to maintain our Web
+platform to make it an available and reliable experience for our
+web customers and for their website visitors.
+
+ 
+
+ 
+
+ 
+
+ 
+
+2
+
+ 
+
+ 
+
+ 
+
+ 
+Recent
+Developments
+
+ 
+
+The Company commenced
+trading on the Nasdaq Capital Market on July 8, 2020 using its
+current trading symbol of CXDO. Crexendo s stock was
+previously listed on the OTCQX market, which is operated by the
+Over the Counter ( OTC ) Markets Group.
+
+ 
+
+Risks Associated with Our
+Business
+
+ 
+
+Investing in our common
+stock involves substantial risk. Our business is subject to
+numerous risks, as more fully described in Risk
+Factors in this prospectus. You should read these risks
+before you invest in our common stock. These risks include, but are not limited to, the
+following:
+
+ 
+
+ Significant Losses.
+We have incurred significant losses in the past, and we may
+therefore not be able to achieve or sustain profitability in the
+future;
+
+ Operating Results May
+Fluctuate. Our operating results for any given quarter or
+fiscal year should not be relied upon as an indication of future
+performance;
+
+ COVID-19 Pandemic.
+The impact and uncertainty related to the COVID-19 pandemic could
+further negatively impact our business or the businesses of our
+suppliers and customers;
+
+ Reliance on Third
+Parties. We rely on third parties for all of the network
+connectivity that is needed to deliver our services. We use
+purchased or leased hardware and licensed software from third
+parties and rely on third parties for some software development and
+network functions;
+
+ Interruptions of
+Services. Interruptions in our services, whether caused by
+us or third parties, could harm our reputation, result in
+significant costs to us and impair our ability to sell our
+services;
+
+ Security Risks. A
+security breach could delay or interrupt service to our customers,
+harm our reputation or subject us to significant liability;
+and
+
+ Threats of Intellectual
+Property Infringement. Accusations of infringement of
+third-party intellectual property rights could materially and
+adversely affect our business.
+
+ 
+
+ 
+
+Smaller Reporting Company
+Status
+
+ 
+
+We are currently a
+ smaller reporting company, meaning that as of the
+last business day of our most recent second fiscal quarter, we had
+a public float of less than $250 million or annual revenues of less
+than $100 million. As long as we are still considered a
+ smaller reporting company, the disclosure we will be
+required to provide in our SEC filings will remain less than it
+would be if we were not considered a smaller reporting
+company. Specifically, smaller reporting
+companies are able to provide simplified executive
+compensation disclosures in their filings; are exempt from the
+provisions of Section 404(b) of the Sarbanes-Oxley Act requiring
+that independent registered public accounting firms provide an
+attestation report on the effectiveness of internal control over
+financial reporting; are not required to present more than two
+years of audited financial statements in our registration
+statements and annual reports on Form 10-K; and have certain
+other decreased disclosure obligations in their SEC
+filings.
+
+ 
+
+Corporate
+Information
+
+ 
+
+Crexendo, Inc. was
+incorporated as a Nevada corporation under the name
+ Netgateway, Inc. on April 13, 1995. In November 1999,
+we were reincorporated under the laws of Delaware. In July 2002, we
+changed our corporate name to iMergent, Inc. In May
+2011, our stockholders approved an amendment to our Certificate of
+Incorporation to change our name from iMergent, Inc. 
+to Crexendo, Inc. The name change was effective May
+18, 2011. Our ticker symbol IIG on the New York Stock
+Exchange was changed to EXE on May 18, 2011. We
+changed the name to better reflect the scope and direction of our
+business activities of assisting and providing web-based technology
+solutions to any size business who are seeking to take advantage of
+the benefits of conducting business on the cloud. On January 13,
+2015, the Company moved to the OTCQX Marketplace and our ticker
+symbol was changed to CXDO. In November 2016, we were
+reincorporated as a Nevada corporation. On July 8, 2020, the
+Company moved to the Nasdaq Capital Market using its current
+trading symbol CXDO. 
+
+ 
+
+Our principal executive
+offices are located at 1615 S. 52nd Street, Tempe, AZ 85281. The
+telephone number of our principal executive offices is (602)
+714-8500, and our main corporate website is www.crexendo.com.
+Information contained on, or that can be accessed through, our
+website, is not part of this prospectus.
+
+ 
+
+ 
+
+ 
+
+ 
+
+3
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/DASH_doordash_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/DASH_doordash_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2c783d8b52e5e1ab4751ef7040c67fb2c49f0f94
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/DASH_doordash_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, and Non-GAAP Financial Measures and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms DoorDash, the company, we, us, and our in this prospectus refer to DoorDash, Inc. and its consolidated subsidiaries, and references to our common stock include our Class A common stock, Class B common stock, and Class C common stock. OUR MISSION Our mission is to grow and empower local economies. Our journey began on January 12, 2013, when our founders launched a website displaying menus from local restaurants in Palo Alto, California. Within a few hours, the first DoorDash consumer ordered prawn pad thai and spring rolls from a nearby Thai eatery, and shortly afterwards, dinner was delivered directly to his door. Today, we connect over 390,000 merchants,3 over 18 million consumers,4 and over 1 million Dashers5 in the United States, Canada, and Australia through our local logistics platform. Our platform enables local brick-and-mortar businesses to thrive in today s convenience economy by addressing consumers expectations of ease and immediacy. With over 900 million orders completed through our platform since our founding, merchants have made additional sales, consumers have connected with the best of their neighborhoods, and Dashers have found flexible economic opportunities. OVERVIEW Technology has changed consumer behavior and driven a wave of demand for convenience. Recent events have further accelerated these trends, pulling the future of e-commerce forward for businesses large and small. Consumers value frictionless online shopping experiences and on-demand delivery. As consumers demand products and services quickly, inexpensively, and at the touch of a button, business is now happening where consumers are: at work, at home, and on-the-go. Local businesses have historically provided rich personalized experiences for consumers who shop in-store, but consumers are no longer going to physical storefronts for every purchase, and local businesses have struggled to adjust. We believe many local businesses lack the capabilities to reach today s consumers or deliver to them off-premise. As a result, they miss out on this increasingly important source of growth. 3 Based on the number of individual stores that have completed an order through our platform in the past month, measured as of September 30, 2020. 4 Based on the number of individual consumer accounts that have completed an order on our Marketplace in the past month, measured as of September 30, 2020. 5 Based on the number of accounts held by independent contractors that have delivered an order through our platform, or Dashers, in the past month, measured as of September 30, 2020. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated December 7, 2020. 33,000,000 Shares DoorDash, Inc. Class A Common Stock This is an initial public offering of shares of Class A common stock of DoorDash, Inc. We have three classes of authorized common stock, Class A common stock, Class B common stock, and Class C common stock. The rights of the holders of Class A common stock, Class B common stock, and Class C common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 20 votes per share and is convertible at any time into one share of Class A common stock. Shares of Class C common stock have no voting rights, except as otherwise required by law, and will convert into Class A common stock, on a share-for-share basis, following the conversion or exchange of all outstanding shares of Class B common stock into shares of Class A common stock and upon the date or time specified by the holders of a majority of the outstanding shares of Class A common stock voting as a separate class. Upon the completion of this offering, no shares of Class C common stock will be issued and outstanding. Upon the completion of this offering, all shares of Class B common stock will be held by Tony Xu, Andy Fang, and Stanley Tang, or our Co-Founders, who are all current executives and directors. Upon completion of this offering, Messrs. Xu, Fang, and Tang will collectively hold approximately 69% of the voting power of our outstanding capital stock, which voting power may increase over time as Messrs. Xu, Fang, and Tang exercise or vest in equity awards outstanding at the time of the completion of this offering. If all such equity awards held by Messrs. Xu, Fang, and Tang had been exercised or vested and exchanged for shares of Class B common stock as of the date of the completion of this offering, Messrs. Xu, Fang, and Tang would collectively hold 79% of the voting power of our outstanding capital stock. Messrs. Xu, Fang, and Tang are expected to enter into a voting agreement whereby Mr. Xu has the authority (and irrevocable proxy) to direct the vote and vote the shares of Class B common stock held by Messrs. Fang and Tang, and their respective permitted entities and permitted transferees, at his discretion on all matters to be voted upon by stockholders. As a result, Mr. Xu will be able to determine or significantly influence any action requiring the approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws, and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction. Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price per share will be between $90.00 and $95.00. We have been approved to list our Class A common stock on the New York Stock Exchange under the symbol DASH . We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See Risk Factors beginning on page 23 to read about factors you should consider before buying shares of our Class A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per share Total Initial public offering price $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to DoorDash, Inc. $ $ (1) See the section titled Underwriting for a description of the compensation payable to the underwriters. The underwriters do not have an option to purchase additional shares of Class A common stock from us at the initial offering price less the underwriting discount. The underwriters expect to deliver the shares against payment in New York, New York, on or about , 2020. Goldman Sachs & Co. LLC J.P. Morgan Barclays Deutsche Bank Securities RBC Capital Markets UBS Investment Bank Mizuho Securities JMP Securities Needham & Company Oppenheimer & Co. Piper Sandler William Blair Prospectus dated , 2020 Table of Contents node density, based on the large number of restaurants and the high frequency of use for delivery. We believe that by starting with food, we have created the most sophisticated and reliable logistics platform for local businesses. And, while food itself is a category that has a long runway for growth, we believe the network we have built ideally positions us to fulfill our vision of empowering all local businesses to compete in the convenience economy. Merchant Services Logistics alone, however, will not help physical businesses compete. How do you acquire customers in a world where they no longer walk inside your stores? What products should you make today and in the future? How should you price your products? How do you build customer relationships over time? DoorDash is much more than an application that connects merchants, consumers, and Dashers by facilitating delivery. We provide a broad array of services that enable merchants to solve mission-critical challenges such as customer acquisition, delivery, insights and analytics, merchandising, payment processing, and customer support, and to fulfill demand generated through their own channels. This is just the beginning we strive to become a merchant s first call when they want to grow their business. Membership Program Over time, as DoorDash partners with local businesses beyond restaurants, we want to make it easy and affordable for consumers to enjoy the best of their communities. To that end, we launched a membership program called DashPass, where customers can pay a flat monthly delivery fee (today $9.99) for unlimited deliveries from eligible merchants. To date, these deliveries come primarily from restaurants. In the future, we envision this membership program becoming a wallet for the physical world, where a consumer can access not only restaurants, but all the local businesses in their community, and receive benefits while shopping in-store, at home, or anywhere in between. If we are successful in helping local businesses overcome the greatest business model challenge of their time, we believe that physical stores will be transformed and will morph into offering two types of products: convenience and experience. Every category of store on the street will be omni-channel offering goods online, as well as rich, personalized experiences in-store. Further, we believe this will lead to an increase in both local commerce and new business creation. Anyone should be able to launch a business. We hope to become the platform of choice to help businesses participate in the modern economy and enable entrepreneurs to bring their dreams to life. The window is closing to empower this transformation, as the rise of ecommerce and other on-demand technologies are rapidly surpassing local businesses. To serve these businesses effectively, scale is paramount, and as the player with the largest market share in our category, we are uniquely positioned to help local businesses compete in the new economy. How We Operate Our greatest competitive advantage is, and always has started with, our people and our culture. Speaking for the entire DoorDash team, we are inspired by merchants and Dashers from all different backgrounds who work tirelessly to achieve their goals and know we need to earn their trust each and every day. We take our part in their journey seriously, which is reflected in our values and the ways in which we execute, a few of which I will highlight: Be customer-obsessed, not competitor-focused: In the third month of DoorDash s operation, we experienced a terrible outage, where we decided to refund every consumer the full value Table of Contents We founded DoorDash to be a merchant-first business. We enable local brick-and-mortar businesses to thrive in an increasingly convenience-driven economy with rapidly evolving consumer expectations. We do this primarily through the DoorDash Marketplace, or our Marketplace, which offers a broad array of services that enable merchants to solve mission-critical challenges such as customer acquisition, delivery, insights and analytics, merchandising, payment processing, and customer support. DoorDash helps merchants drive significant incremental sales and leverage the fixed cost investments that they have already made. Our Marketplace enables merchants to establish an online presence and expand their reach. It generates significant demand for merchants by connecting them with millions of consumers. Merchants can fulfill this demand through delivery, facilitated by our local logistics platform, or in-person pickup by consumers. Through our Marketplace, merchants can also initiate and run promotions to drive incremental sales and attract new consumers. There are over 30 million small businesses in the United States,6 and they form the building blocks of local economies and communities. Small businesses, including family-owned businesses, local entrepreneurs, and operators or franchisees of large national or international chains, created approximately two-thirds of net new jobs in the United States from 2000 to 2018.7 When local businesses thrive, so do local economies and communities. We are inspired by our merchants by their entrepreneurship, their passion for their craft, their ingenuity, their resilience, and their many contributions to their communities and are committed to helping them grow and thrive as consumer expectations evolve. We believe that the value we deliver to merchants, consumers, and Dashers is a key reason why we have become the largest and fastest growing business in the U.S. local food delivery logistics category, with 50% U.S. category share and 58% category share in suburban markets.8 6 SBA; see the section titled Industry, Market, and Other Data. 7 SBA; see the section titled Industry, Market, and Other Data. 8 Edison Trends. Based on the dollar value of orders placed on the following platforms: Caviar, DoorDash, Grubhub, Postmates, Uber Eats, and other platforms that collectively represent less than two percent of total category share, as of October 31, 2020. Excludes Drive orders. See the section titled Industry, Market, and Other Data. Table of Contents Table of Contents of their order. The refunds took out a significant, double digit percentage of our bank account. This customer obsession remains as crucial today as it was then. As COVID-19 began crippling local economies, we led the industry in reducing commissions by 50% for our local restaurant partners with five or fewer locations, benefiting approximately 180,000 local restaurants in the United States, Canada, and Australia. We will always endeavor to do right by our merchants, consumers, and Dashers, regardless of the short-term impact on our financials or stock price. At the end of the day, we believe that being laser-focused on solving problems for our customers will deliver long-term value. Get 1% better every day: We are only as good as our next order. We operate a difficult business we must perennially improve our products, create more customer value, and launch new services to meet the needs and expectations of our three constituencies. We know we have ample room to improve, and the opportunity to do so motivates us. While it might seem small in isolation, our daily work be it on reducing delivery times, increasing efficiency, or improving personalization is about compounding incremental improvements that drive significant value over time. Operate at the lowest level of detail: Averages in our industry are meaningless, it s the distribution that matters. No consumer cares if our average delivery time is 35 minutes if they received their food in 53 minutes. At DoorDash, we go to the lowest level of detail to understand every part of our system, looking for and solutions that fight false either/or dichotomies. This is one reason why everyone at DoorDash, including me, tries to step out of our day-to-day roles once a month to do a delivery or engage in customer support, menu creation, or merchant support staying very close to the needs of those who use our platform is key. We attribute our category-leading spend retention2 and capital efficiency, in part, to this obsession. Dream big, start small: We take a long-term view at DoorDash and recognize that the best way to help merchants is to iterate quickly on products to help them grow their businesses. While we won t optimize for quarterly changes to our business, we also won t pursue 1,000 things at once or begin a project without enough resources. While we plan and invest for the long term, we begin projects in one market, with a lean team, and with very little capital and ask them to earn their way toward increasing investment. These constraints, we believe, help drive creativity, in much the same way DoorDash was founded. We are owners: At DoorDash, our operators are relentlessly focused on execution and hold themselves to the highest accountability levels while carrying no blame. Like the problems we solve, working at DoorDash is challenging. We have stretch goals and we increase them when we beat these goals, always raising the bar. To foster this ownership mentality, we believe in using equity as an important part of our employee compensation. Our values underpin our operational playbook and make us uniquely situated to seize the opportunity before us to enable local merchants, to level the playing field for underdogs playing from behind, and to empower local economies. I hope you ll join us in transforming the future of local commerce. Onward and upward, Tony 2 Edison Trends. Based on the estimated dollar value of orders placed on DoorDash, Grubhub, and Uber Eats by a group of users that first placed an order on any such platform between January 1, 2019 and September 30, 2019, as determined by Edison Trends. For each platform, spend retention represents the total dollar value of orders placed by this group of users in their twelfth month on the platform as a percentage of the total dollar value of orders placed by such group in their first month. Postmates is excluded due to inconsistent data availability in April and May 2020; however, Postmates spend retention was lower than DoorDash in all other months of the measurement period. Table of Contents While we are the category leader, U.S. consumers on our platform in September 2020 represented less than six percent of the U.S. population as of September 30, 2020, and we believe we are in the early phases of broad market adoption. In 2019, we generated gross order value on our Marketplace, or Marketplace GOV, of $8.0 billion. In the same period, $302.6 billion was spent off-premise at restaurants and other consumer foodservices in the United States.9 Our Marketplace GOV in 2019 represented less than three percent of this off-premise spend, highlighting the large addressable opportunity ahead of us in the food vertical alone. We are also beginning to expand into other verticals beyond food and our ambition is to empower all types of local businesses. In 2019 and during the nine months ended September 30, 2020, we generated revenue of $885 million and $1.9 billion, respectively. In the same periods, we had gross profit10 of $335 million and $944 million, respectively, and $(200) million and $433 million, respectively, in Contribution Profit (Loss).11 In 2019 and 9 Euromonitor International Limited. Consumer foodservices include cafes and bars, full-service restaurants, limited-service restaurants, self-service cafeterias, and street stalls and kiosks. Off-premise spend is the amount spent at restaurants and other consumer foodservices through home delivery, drive-through, and take-out. There are some differences between how we calculate Marketplace GOV and how Euromonitor calculates off-premise spend. Our calculation of Marketplace GOV includes taxes and tips, as well as delivery fees, while Euromonitor excludes these amounts from the calculation of off-premise spend. However, such differences represent a relatively minor portion of the calculation of each measure, and as such, we believe Marketplace GOV and off-premise spend are generally consistent and comparable measures. See the section titled Industry, Market, and Other Data. 10 Gross profit (loss) is defined as revenue less (i) cost of revenue, exclusive of depreciation and amortization and (ii) depreciation and amortization related to cost of revenue. 11 For more information about Contribution Profit (Loss), including the limitations of such measure, and a reconciliation of Contribution Profit (Loss) to gross profit (loss), the most directly comparable financial measure calculated in accordance with accounting principles generally accepted in the United States, or GAAP, see the sections titled Management s Discussion and Analysis of Financial Condition and Results of Operations Key Business and Non-GAAP Metrics and Non-GAAP Financial Measures. Table of Contents Table of Contents during the nine months ended September 30, 2020, we had a net loss of $667 million and $149 million, respectively, and $(475) million and $95 million, respectively, in Adjusted EBITDA.12 We have a massive market opportunity ahead of us to increase Total Orders and Marketplace GOV. To address this opportunity, we have made substantial investments in sales and marketing and promotions to attract and engage consumers. Our historical consumer cohorts demonstrate attractive and improving financial results because we have been able to retain and grow consumer demand while normalizing sales and marketing and promotions spend. In addition, operational and technological enhancements have improved the efficiency of our platform, lowered our cost structure, and generated further improvements to our margins. We believe that the performance of our historical consumer cohorts supports our strategy of investing in sales and marketing and promotions to add new consumers to our existing base and enhance the scale of our platform. We use the vast majority of our sales and marketing and promotions spend to bring new consumers to DoorDash and to encourage their repeat use of our platform. For our historical consumer cohorts, sales and marketing and promotions spend is generally elevated in the initial year of a cohort s life cycle on our platform and subsequently normalizes by the second year. At the same time, the Marketplace GOV generated by each of our cohorts each year consistently increases. We believe that the convenient access we provide to an unmatched combination of selection, experience, and value for consumers helps drive consumer engagement and category-leading spend retention.13 Edison Trends bases its calculation of spend retention on the estimated dollar value of orders placed on DoorDash, Grubhub, and Uber Eats by a group of users that first placed an order on any such platform between January 1, 2019 and September 30, 2019, as determined by Edison Trends. For each platform, spend retention represents the total dollar value of orders placed by this group of users in their twelfth month on the platform as a percentage of the total dollar value of orders placed by such group in their first month on the platform. The success of our investment strategy is demonstrated by the fact that our historical cohorts demonstrate attractive and improving Contribution Profit (Loss) as a percentage of Marketplace GOV. The chart below illustrates the Contribution Profit (Loss) of each cohort, expressed as a percentage of Marketplace GOV generated by the cohort on a time-indexed basis.14 For the purposes of the chart below only, Contribution Profit (Loss) as a percentage of Marketplace GOV by cohort is calculated excluding orders fulfilled through Drive and Caviar. 12 For more information about Adjusted EBITDA, including the limitations of such measure, and a reconciliation of Adjusted EBITDA to net loss, the most directly comparable financial measure calculated in accordance with GAAP, see the sections titled Management s Discussion and Analysis of Financial Condition and Results of Operations Key Business and Non-GAAP Metrics and Non-GAAP Financial Measures. 13 Edison Trends. See the section titled Industry, Market, and Other Data. 14 Year 1 for the 2016 cohort has been excluded because, for periods prior to January 1, 2017, our consolidated financial statements were prepared using different accounting standards. Accordingly, information for each cohort has only been presented starting with the year ended December 31, 2017. Table of Contents Table of Contents Contribution Profit (Loss) as a percentage of Marketplace GOV for a cohort is generally negative in the first year that the cohort is on our platform, due to the investments we make to acquire the consumers in the cohort and encourage their repeat use of our platform. We have been successful in driving increasingly positive Contribution Profit (Loss) as a percentage of Marketplace GOV from historical consumer cohorts in subsequent years as the amounts we spend on sales and marketing and promotions for historical consumer cohorts has normalized. In the near term, we expect to continue to make substantial investments to increase consumer adoption and extend our leadership. We believe that our business will be successful and sustainable in the long term as our business model becomes more efficient, through increasing scale and continual operational improvements, and as our sales and marketing and promotions investments normalize. THE DOORDASH PLATFORM Our local logistics platform connects merchants, consumers, and Dashers. We built our local logistics platform to serve the needs of these three key constituencies and to become more intelligent and efficient with every order. As we have grown, the scale of our local logistics platform has become one of our major competitive advantages and delivers substantial benefits to everyone we serve. We connect: Merchants: Over 390,000 merchants run and grow their businesses using our technology platform.15 When we partner with organizations, such as national restaurant chains, that have multiple individual stores on our platform, we include each such store in our merchant count. Since our founding, merchants have generated over $19 billion in sales on our Marketplace and in 2019 alone, merchants as a whole experienced 59% year-over-year same store sales growth on our Marketplace. 15 Based on the number of individual stores that have completed an order through our platform in the past month, measured as of September 30, 2020. Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/DCTH_delcath_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/DCTH_delcath_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/DCTH_delcath_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/DOMH_dominari_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/DOMH_dominari_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/DOMH_dominari_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/DT_dynatrace_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/DT_dynatrace_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/DT_dynatrace_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/DUKR_duke_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/DUKR_duke_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/DUKR_duke_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/DWTX_dogwood_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/DWTX_dogwood_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/DWTX_dogwood_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/EBC_eastern_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/EBC_eastern_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0d1477a571d872e68213a3ea8c4406e9805bdf51
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/EBC_eastern_prospectus_summary.txt
@@ -0,0 +1 @@
+The following summary explains material information in this prospectus. It may not contain all of the information that is important to you.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/EB_eventbrite_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/EB_eventbrite_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cc557dd4c5601553fe05b340e6c6d30c6338aff7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/EB_eventbrite_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary contains basic information about us and this offering. Because it is a summary, it does not contain all of the information that you should consider before investing. Before you decide to invest in our Class A common stock, you should read this entire prospectus carefully, including the section titled Risk Factors, and any documents incorporated by reference herein. Overview We founded Eventbrite to bring the world together through live experiences. We believe live experiences are fundamental to fulfilling a human desire to connect. Our Company serves creators the people who bring others together to share their passions, artistry and causes through live experiences and we empower their success. We built a powerful, broad technology platform to enable creators to solve the challenges associated with creating live experiences. Our platform integrates components needed to seamlessly plan, promote and produce live events, thereby allowing creators to reduce friction and costs, increase reach and drive ticket sales. By reducing risk and complexity, we allow creators to focus their energy on producing compelling and successful events. We succeed when our creators succeed. Our business model is simple: we charge creators on a per-ticket basis when an attendee purchases a paid ticket for an event. Our platform meets the complex needs of creators through a modular and extensible design. It can be accessed from Eventbrite.com, our mobile apps and through other websites. This modularity facilitates product development and allows third-party developers to integrate features and functionality from Eventbrite into their environment. Our platform also allows developers to integrate services from third-party partners such as Zoom, Vimeo, Salesforce, Facebook and HubSpot. This platform approach has allowed us to pioneer a powerful business model that drives our go-to-market strategy and allows us to efficiently serve a large number and variety of creators. The Offering On May 9, 2020, we entered into the Purchase Agreement with FP. Pursuant to the terms of the Purchase Agreement, FP agreed to purchase 2,599,174 shares of our Class A common stock from us at a price of $0.01 per share, for a total purchase price of $25,991.74. On May 19, 2020, we entered into a registration rights agreement with FP, which we refer to in this prospectus as the Registration Rights Agreement, pursuant to which we have filed with the SEC the registration statement of which this prospectus forms a part to register for resale under the Securities Act of 1933, as amended, or the Securities Act, the shares of Class A common stock that were issued to FP pursuant to the Purchase Agreement. We will receive no proceeds from the sale of shares of Class A common stock in this offering because those shares will be sold for the account of the selling stockholder or its permitted transferees. Corporate Information Mollyguard Corporation was incorporated in 2003. We launched operations as part of Mollyguard Corporation in 2006, and in 2009, we changed our name to Eventbrite, Inc. In October 2009, we reincorporated as a Delaware corporation. Our principal executive offices are located at 155 5th Street, 7th Floor, San Francisco, California 94103, and our telephone number is (415) 692-7779. Table of Contents The information in this prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, dated June 18, 2020 PROSPECTUS Eventbrite, Inc. Up to 2,599,174 Shares of Class A Common Stock This prospectus relates to the resale of up to 2,599,174 shares of Class A common stock, par value $0.00001 per share, of Eventbrite, Inc., a Delaware corporation, by FP EB Aggregator, L.P., which we refer to in this prospectus as FP or the selling stockholder, or its permitted transferees. The shares of Class A common stock being offered by the selling stockholder or its permitted transferees were issued pursuant to the Stock Purchase Agreement, dated May 9, 2020, that we entered into with FP, or the Purchase Agreement. We are registering the shares for resale pursuant to a registration rights agreement between FP and us. See The FP Transaction for a description of these agreements and Selling Stockholder for additional information regarding the selling stockholder. The prices at which the selling stockholder may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by the selling stockholder or its permitted transferees. The selling stockholder may sell the shares of Class A common stock described in this prospectus in a number of different ways and at varying prices. See Plan of Distribution for more information about how the selling stockholder may sell the shares of Class A common stock being registered pursuant to this prospectus. The selling stockholder will pay all brokerage fees and commissions and similar expenses. We will pay certain expenses (except brokerage fees and commissions and similar expenses) incurred in registering the shares, including legal and accounting fees. See Plan of Distribution for additional information. Our Class A common stock is listed on the New York Stock Exchange, or NYSE, under the symbol EB. On June 17, 2020, the last reported sale price of our Class A common stock on the NYSE was $9.51 per share. Investing in our Class A common stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading Risk Factors beginning on page 3 of this prospectus, and under similar headings in any amendments or supplements to this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2020. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/EDTK_skillful_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/EDTK_skillful_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c78a3f1cc4b7361a10cc7c3f2ab61b5d7072cd4f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/EDTK_skillful_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including our financial statements and related notes and the risks described under "Risk Factors" beginning on page 13. We note that our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus. All references to "we," "us," "our," or similar terms used in this prospectus refer to Skillful Craftsman Education Technology Limited, a Cayman Islands exempted company, including its wholly-owned subsidiaries and variable interest entity, unless the context otherwise indicates. "PRC" or "China" refers to the People s Republic of China, excluding, for the purpose of this prospectus, Taiwan, Hong Kong and Macau, "RMB" or "Renminbi" refers to the legal currency of China and "$" or "U.S. dollars" refers to the legal currency of the United States. In April 2020, our initial shareholders approved a consolidation and increase of share capital such that the authorized share capital of the company consists of $75,000 divided into 500,000,000 ordinary shares of $0.00015 par value each, resulting in an aggregate of 12,000,000 ordinary shares outstanding. In May 2020, our shareholders approved a consolidation and increase of share capital such that the authorized share capital of the company consists of $100,000 divided into 500,000,000 ordinary shares of $0.0002 par value each, resulting in an aggregate of 9,000,000 ordinary shares outstanding before this offering. Unless otherwise indicated, all amounts in this prospectus are expressed on a post-consolidation basis. Except as specifically provided otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Overview We are a provider of online education and technology services in China. While our education services cover a wide range of subjects, including vocational education, continuing education, basic education and higher education, we have been focusing on vocational education since our inception in 2013. We currently provide approximately 407 vocational training courses that cover a wide range of subjects such as mechanics, electrical, auto repair and construction. We also provide technology services including software development as well as comprehensive cloud services for private companies, academic institutions and government agencies in the PRC. Revenue from our online education services accounts for 99.5%, 98.6% and 98.7%, respectively, of our revenue for the six months ended September 30, 2019 and the fiscal years ended March 31, 2019 and 2018 and revenue from technology services accounts for the balance. Our online education services primarily comprise of two aspects: online vocational training and virtual simulation experimental training. Students that sign up for our online vocational training can log into our platform and access pre-recorded courses in the areas of their professional development. Through our platform, virtual simulation technology training offers college students the opportunity to conduct experiments in a virtual environment as part of their curricula. In response to the recently announced "1+X" policy of the PRC Ministry of Education that requires students of certain selected universities and colleges to obtain vocational training certification in six areas, we plan to expand our services to address subjects required by such policy in the near future. We currently operate three education platforms, including the Lifelong Education Public Service Platform that is freely accessible to students, teachers and members of our strategic partners, and the Vocational Training Platform and Virtual Simulation Experimental Training Platform to our fee-paying members. There are currently over 200 courses available on the Lifelong Education Public Service Platform covering a wide range of subjects. We also offer 407 vocational training courses on our Vocational Training Platform and 9 experimental programs on our Virtual Simulation Experimental Training Platform. We believe that our courses provide college and vocational school students with practical education to prepare them for jobs in industries with strong hiring demand and also help workers in rural and urban areas and reemployment groups with operational skill development. Compared to traditional classroom-based teaching, which requires hiring and training of instructors in local sites, we are able to expand our geographic footprint to our users nationwide without impacting the quality of our course offerings and provide students and other groups across China with equal access to course materials given by experienced instructors. The bulk of our revenue is generated from fees paid by registered members of our education platforms. We also generate revenue from technology services to private companies and government agencies. Since we launched our first online education platform in 2014, we have grown substantially. The number of registered members of our platforms has increased from 0.69 million as of December 31, 2014 to 26.3 million as of March 31, 2018, 50.8 million as of March 31, 2019 and 59.5 million as of September 30, 2019. The number of fee-paying members, including registered members of our vocational training platform and our virtual simulation experimental programs, increased from 49,936 as of December 31, 2014 to 1.3 million as of March 31, 2018, 2.3 million as of March 31, 2019 and 2.6 million as of September 30, 2019. Our revenue reached $14.9 million in fiscal year 2018 and $24.7 million in fiscal year 2019. Our revenue was $11.1 million in six months ended September 30, 2018 and $13.4 million in six months ended September 30, 2019. Our education platforms are built upon cloud computing technologies. By leveraging a combination of cloud computing software, application and hardware owned by us, we provide an instant computer infrastructure and platform for our online training programs and content sharing for our strategic partners. We believe that, by capitalizing on our innovative cloud-based platform, we have built a highly scalable business that we can expand and replicate rapidly with consistent quality. Our goal is to position ourselves as a leading provider of online vocational education in the PRC while expanding our education and technology services based on evolving industry trends and government policies. We aim to accomplish our objective by implementing a number of growth strategies as described under "Our Strategies" below. Recent Developments Preliminary Estimated Unaudited Financial Data for the Fiscal Year Ended March 31, 2020 The information set forth below represents our preliminary estimated unaudited financial data for the fiscal year ended March 31, 2020, which is subject to revision based upon the completion of our year-end financial closing process and external audit of our results of operations for the same period. We are also presenting certain operating data for the fiscal year ended or as of March 31, 2020. The below summary of preliminary estimated financial results is not a comprehensive statement of our financial results for the fiscal year ended March 31, 2020. We are still in the process of completing our financial statements for the respective period. Our external auditor has not audited, reviewed, compiled, or applied agreed-upon procedures for the preliminary estimated unaudited financial data presented below. Therefore, it is highly likely that adjustments to the data presented below will be made. The translations of RMB to U.S. dollars for our preliminary estimated unaudited financial data for the fiscal year ended March 31, 2020 are made at RMB6.9485 to US$1.00, the average mid-point reference rate set by the People's Bank of China for the fiscal year ended March 31, 2020. For the fiscal year ended March 31, 2020, we estimate that our total revenues were approximately $28.7 million, indicating an increase of approximately 16.2%, from $ 24.7 million for the fiscal year ended March 31, 2019. Approximately 99.3% of our total revenues were generated from online education services in fiscal year ended March 31, 2020, as compared to 98.6% in fiscal year ended March 31, 2019. Among the revenues generated from online education services, we estimate that approximately 78.6% were generated from online VIP membership revenue and 21.4% from online SVIP membership revenue in fiscal year ended March 31, 2020, as compared to 79.2% and 20.8%, respectively, in fiscal year ended March 31, 2019. Based on the amount of fees we charge and the types of services we provide, our users are divided into three categories: regular members, VIP members and SVIP members. Regular members are not required to pay a fee and only have access to materials on our lifelong education public service platform. VIP members have access to materials on our lifelong education public service platform and vocational training platform by paying a flat-rate annual fee and SVIP members have access to all our platforms by paying a quarterly fee at a higher rate. We believe that the increase of the revenues generated from our online education services is primarily attributable to our continuous promotional activities and efforts on the virtual simulation experiment platform development during the fiscal year ended March 31, 2020, which attracted more fee-paying members to register. The number of fee-paying members increased from approximately 2.3 million as of March 31, 2019 to approximately 3.1 million as of March 31, 2020. For the year ended March 31, 2020, our estimated net income was approximately USD 10.1 million, representing an increase of approximately 16.3%, as compared to a net income of USD 8.7 million for the year ended March 31, 2019. We believe that the increase of our net income is mainly attributable to the increase of our gross profit for the year ended March 31, 2020 while the operating expenses remained stable as compared to the year ended March 31, 2019. Coronavirus (COVID-19) Update Many enterprises in China shut down offices and business facilities and asked their employees work at home during the height of China s COVID-19 epidemic period. Our employees worked from home during the entire month of February 2020 and returned to office the week of March 2, 2020. Unlike other enterprises in other industries, we believe that the COVID-19 epidemic may generate business opportunities for us, such as: (1) Universities, colleges and schools in China postponed the start of spring semester till approximately May 2020. In the meantime, students have been required to study their curriculums online in order to comply with certain COVID-19 related requirements promulgated by the Ministry of Education. (2) As a result of the aforementioned policies and the general "stay-at-home" environment generated by the epidemic, we believe that the remote learning and online education have become more widely accepted. We promoted a "One Month For Free" activity during the peak of China s epidemic period that (a) all the courseware and contents were accessible to non-paying registered members for free during the entire month of February 2020, and (b) all existing fee-paying members as of February 1st received one month for free. The promotion was aimed at university/college students who may start as a non-paying registered member and then possibly become to fee -paying members in the future. Primarily as a result of this promotional activity, the number of new non-paying registered members increased by more than 60% in February 2020 compared with that of the previous month (i.e. January). However, the "One Month For Free" promotional did temporarily decrease our revenue in February 2020. We believe that the outbreak of COVID-19 may have long-term impact to our online education operations. Because the "One Month For Free" promotional activity temporarily decreased revenue in February 2020, we expect that we will miss our targeted revenue performance by about 5% for the fiscal year ended March 31, 2020. At the same time, we believe that the growth of the number of our registered members may initially have a beneficial impact on the business development of the Company. However, it is difficult to predict the long-term impact that the epidemic may have on our business, depending on the duration and severity of the coronavirus impact on the Company s customers, instructors and students. It is not yet determinable whether February s promotional activity will generate measurable revenue growth in calendar year 2020. Our Strengths We believe that the following strengths differentiate us from our competitors and provide us with advantages for realizing the potential of market opportunity: Broad Scope of Education Materials Covering Lifelong Education Expertise in Online Vocational Training Innovative Cloud Computing Based System Experienced Management Team Our Strategies We plan to implement the following strategies to achieve our goal. Expand Course Offering based on Industry Trends and Government Policies Integrate Online and Offline Resources for Our Virtual Simulation Experimental Training Offer Professional Development Related Services by Leveraging Big Data and Artificial Intelligence Technologies Develop Mobile Applications for Our Online Education Services Corporate History and Structure Skillful Craftsman Education Technology Limited was incorporated on June 14, 2019 as an exempted company structured as a holding company incorporated under the laws of Cayman Islands. Immediately prior to this offering, 55% of our outstanding ordinary shares were owned by our officers and directors and the remaining shares were owned by unaffiliated individuals and entities. We began our operations in China in 2013 and currently conduct our business through our subsidiaries and variable interest entity. We currently have three wholly-owned subsidiaries, including Easy Skills Technology Limited, a limited liability company formed under the laws of Hong Kong and Skillful Craftsman Network Technology (Wuxi) Co., Limited, a limited liability company formed under the laws of the PRC ("WOFE" or "Craftsman Wuxi"). In 2013, we formed Wuxi Kingway Technology Co., Ltd. ("Wuxi Wangdao") under the laws of the PRC to primarily engage in the business of online education and technology services. Due to restrictions imposed by PRC law on foreign ownership of companies engaged in online value-added telecommunications business, we do not own equity interest in our PRC operations. Instead, WOFE controls Wuxi Wangdao, our operating entity in the PRC, through a series of contractual arrangements and we rely on dividends and other distributions paid to us by WOFE, which in turn depends on the service fees paid to WOFE from Wuxi Wangdao. If Wuxi Wangdao and its shareholders fail to perform their obligations under the contractual arrangements, we could be limited in our ability to enforce the contractual arrangements that give us effective control, and if we are unable to maintain effective control, we would not be able to continue to consolidate Wuxi Wangdao s financial results with our financial results. For fiscal years ended 2019 and 2018, 100% of our consolidated financial statements was derived from Wuxi Wangdao, our variable interest entity. We do not have unfettered access to revenue of our PRC subsidiary and variable interest entity due to PRC legal restrictions on the payment of dividends by PRC companies, foreign exchange control restrictions, and the restrictions on foreign investment. The following diagram illustrates our corporate structure as of the date of this prospectus. Pre- IPO Ownership and Organization Chart Upon the consummation of this offering, we anticipate that our ownership and corporate structure will be as follows: Post-IPO Ownership and Organization Chart Summary of Risks Affecting Our Company Our business is subject to numerous risks described in the section titled "Risk Factors" and elsewhere in this prospectus. The main risks set forth below and others you should consider are discussed more fully in the section entitled "Risk Factors" beginning on page 13, which you should read in its entirety. Our Chairman and Chief Executive Officer has and will continue to exert substantial influence over our company. Our executive officers have no prior experience in operating a U.S. public company, and their inability to operating the public company aspects of our business could harm us. We may not be able to improve the content of our existing courses, develop new courses or services in a timely or cost-effective manner. If we fail to develop and introduce new courses in anticipation of market demand in a timely and cost-effective manner, our competitive position and ability to generate revenues may be materially and adversely affected. We rely on contractual arrangements with our PRC operating entity and its shareholders for a portion of our business operations, which may not be as effective as direct ownership in providing operational control. Changes in China s economic, political or social conditions or government policies could have a material adverse effect on our business and operations. An active trading market for our ordinary shares may not develop following this offering, and the trading price of our ordinary shares may be volatile, each of which could result in substantial losses to investors. Because we are incorporated under Cayman Islands law, investors may face difficulties in protecting their interests, and investors ability to protect their rights through U.S. courts may be limited. Implications of Being an Emerging Growth Company As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012, and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to: being permitted to present only two years of audited financial statements and only two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations in our filings with the Securities and Exchange Commission, or the SEC; not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting; reduced disclosure obligations regarding executive compensation in periodic reports, proxy statements and registration statements; and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our ordinary shares pursuant to this offering. However, if certain events occur before the end of such five-year period, including if we become a "large accelerated filer," our annual gross revenues exceed $1.07 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company before the end of such five-year period. In addition, Section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act"), for complying with new or revised accounting standards. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act. Foreign Private Issuer Status We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example: we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company; for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies; we are not required to provide the same level of disclosure on certain issues, such as executive compensation; we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any "short-swing" trading transaction. Corporate Information Our principal executive offices are located at Floor 4, Building 1, No. 311, Yanxin Road, Huishan District, Wuxi, Jiangsu Province, PRC, and our telephone number at that address is 86-0510-81805788. Our corporate website is www.kingwayup.com. Information contained on, or available through, our website does not constitute part of, and is not deemed incorporated by reference into, this prospectus. Our registered office in the Cayman Islands is located at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempt from complying with certain provisions of the Companies Law. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. Conventions that Apply to this Prospectus This prospectus contains information and statistics relating to China s economy and the industries in which we operate derived from various publications issued by third-party research companies and PRC governmental entities, which have not been independently verified by us, the underwriters or any of their affiliates or advisors. The information in such sources may not be consistent with other information compiled in or outside of China. We use U.S. dollars as the reporting currency in our financial statements and in this prospectus. Monetary assets and liabilities denominated in Renminbi are translated into U.S. dollars at the rates of exchange as of the applicable balance sheet date. Equity accounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rates for the applicable period. In other parts of this prospectus, any Renminbi denominated amounts are accompanied by the related translations. With respect to amounts not recorded in our consolidated financial statements included elsewhere in this prospectus, all translations from Renminbi to U.S. dollars were made at RMB 6.7335 to $1.00, the exchange rate on March 31, 2019 as set forth in the release of China State Administration of Foreign Exchange system. We make no representation that the Renminbi or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. The PRC government restricts or prohibits the conversion of Renminbi into foreign currency and foreign currency into Renminbi for certain types of transactions — overseas investments in areas including real estate, hotels, cinemas, the entertainment industry, and sports clubs will be limited, while investments in some sectors such as gambling will be banned. Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the representative of the underwriters of its over-allotment option. SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA The following summary consolidated financial data for the six months ended September 30, 2019 and 2018 and the fiscal years ended March 31, 2019 and 2018 are derived from our consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with the generally accepted accounting principles in the United States ("U.S. GAAP"). Our historical results for any period are not necessarily indicative of results to be expected for any future period. You should read the following summary financial information in conjunction with the consolidated financial statements and related notes and the information under "Management s Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. The following table presents our summary consolidated statements of operations and comprehensive income (loss) for the six months ended September 30, 2019 and 2018 and the fiscal years ended March 31, 2019 and 2018. Summary Consolidated Statements of Income data: For the six months ended September 30, For the years ended March 31, 2019 2018 2019 2018 Revenue $13,420,883 $11,122,248 $24,668,840 $14,910,543 Cost of revenue (5,350,363) (3,739,458) (9,458,559) (4,715,419) Gross profit 8,070,520 7,382,790 15,210,281 10,195,124 Operating expenses: Selling and marketing expenses (776,903) (738,515) (1,832,006) (1,148,375) General and administrative expenses (473,802) (633,181) (1,899,110) (1,108,280) Total operating expenses (1,250,705) (1,371,696) (3,731,116) (2,256,655) Income from operations 6,819,815 6,011,094 11,479,165 7,938,469 Interest income 41,692 39,531 88,588 76,324 Others, net (3,345) (64) (195) (114) Income before income taxes 6,858,162 6,050,561 11,567,558 8,014,679 Income tax expense (1,724,099) (1,513,006) (2,892,500) (2,004,711) Net profit $5,134,063 $4,537,555 $8,675,058 $6,009,968 Less: net profit attributable to non-controlling interests - - - - Net profit attributable to Skillful Craftsman Education Technology Limited s shareholders 5,134,063 4,537,555 8,675,058 6,009,968 Net earnings per ordinary share, basic and diluted 0.57 0.50 0.96 0.67 Weighted average number of ordinary shares, basic and diluted 9,000,000 9,000,000 9,000,000 9,000,000 Net profit $5,134,063 $4,537,555 8,675,058 $6,009,968 Other comprehensive (loss) /income: Foreign currency translation adjustment (1,020,318) (1,104,201) (735,192) 722,635 Total comprehensive income 4,113,745 3,433,354 7,939,866 6,732,603 Summary Consolidated Balance Sheet Data, Statements of Financial Position As of September 30, As of March 31, 2019 2019 2018 Total current assets $13,717,726 $11,716,226 $5,069,793 Total assets 45,816,287 43,537,673 30,054,212 Total current liabilities 20,067,735 15,845,805 18,975,046 Total liabilities 22,683,510 24,518,641 18,975,046 Total Shareholders Equity 23,132,777 19,019,032 11,079,166 Summary Consolidated Statements of Cash Flow Data: For the six months ended September 30, For the years ended March 31, 2019 2018 2019 2018 Net cash provided by operating activities $6,782,179 $10,983,272 $20,292,760 $16,952,108 Net cash used in investing activities (5,725,990) (9,232,500) (15,746,284) (15,073,518) Net cash provided by financing activities - - - - Net increase in cash and cash equivalents 1,595,255 2,578,425 5,466,216 848,296 Cash and cash equivalents at beginning of period 10,362,283 4,896,067 4,896,067 4,047,771 Cash and cash equivalents at end of period 11,957,538 7,474,492 10,362,283 4,896,067 The Offering Securities being offered: 3,000,000 ordinary shares on a firm commitment basis. Initial offering price: We estimate the initial public offering price for the ordinary shares will be between $4.50 and $5.50 per ordinary share. Number of ordinary shares outstanding before the offering: 9,000,000 ordinary shares. Number of ordinary shares outstanding after the offering: 12,450,000 ordinary shares, assuming full exercise of the representative s over-allotment option, and 12,000,000 ordinary shares, assuming no exercise of the over-allotment option. Underwriters Over-Allotment Option We have granted the representative of the underwriters an option for a period of up to 45 days to purchase up to 450,000 additional ordinary shares. Use of proceeds: We expect to receive net proceeds of approximately $13.01 million from this offering, assuming an initial public offering price of $5.00 per ordinary share (which is the midpoint of the estimated range of the initial public offering price shown on the cover page of this prospectus) and no exercise of the underwriters over-allotment option, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds of this offering for the development of additional online courses, vocational education mobile application and additional platforms for vocational education and related services. For more information on the use of proceeds, see "Use of Proceeds" on page 47. Lock-up agreements Our directors and officers and certain shareholders have agreed with the underwriter, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our ordinary shares or securities convertible into or exercisable or exchangeable for our ordinary shares for a period of 12 months from the date of this prospectus. See "Shares Eligible for Future Sale" and "Underwriting" for more information. Proposed Nasdaq symbol: We have applied to have our ordinary shares listed on the Nasdaq under the symbol "EDTK."
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/EJH_e-home_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/EJH_e-home_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/EJH_e-home_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ELDN_eledon_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ELDN_eledon_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ELDN_eledon_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ELTK_eltek-ltd_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ELTK_eltek-ltd_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fb63a0b58e3146654a67d7cb228c3b5057d836cf
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ELTK_eltek-ltd_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before deciding to invest in our ordinary shares. You should read the entire prospectus carefully, including Risk Factors and our consolidated financial statements and notes to those consolidated financial statements, before making an investment decision. Eltek Ltd. We are a global manufacturer and supplier of technologically advanced solutions in the field of printed circuit boards (PCBs) and are the Israeli leader in this industry. PCBs are the core circuitry of most electronic devices. Eltek specializes in the manufacture and supply of complex and high quality PCBs, HDI, multilayered and flex-rigid boards for the high-end market. Eltek is ITAR compliant and has AS-9100 and NADCAP Electronics certifications. Its customers include leading companies in the defense, aerospace and medical industries in Israel, the United States, Europe and Asia. We were founded in 1970 and are incorporated under the laws of the State of Israel. Our headquarters, R&D, production and marketing center are located in Israel. We also operate through subsidiaries in North America and in Europe and by agents and distributors in Europe, India and South Africa. Our principal executive offices are located at 20 Ben Zion Gelis Street, Sgoola Industrial Zone, Petach Tikva 4927920, Israel, and our telephone number is +972-3-9395025. Our agent for service of process in the United States is Eltek USA, Inc., located at 250 Commercial Street, Suite 2022, Manchester, NH 03101, USA, and its telephone number is +1 603 421 0020. Our website address is http://www.nisteceltek.com/. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus and is not incorporated by reference herein. We have included our website address in this prospectus solely for informational purposes. Recent Events We expect to issue our third quarter financial results on November18, 2020. Based on our preliminary and unaudited financial results, which are subject to change, we expect to report revenues of between $9.1 million and $9.3 million with an operating profit for the third quarter of 2020.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ELUT_elutia-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ELUT_elutia-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ELUT_elutia-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ELVG_elvictor_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ELVG_elvictor_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ELVG_elvictor_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ELVN_enliven_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ELVN_enliven_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ELVN_enliven_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ENDV_endonovo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ENDV_endonovo_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ea690a334bf03392bff6d13a0b991b0869f4ffa2
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ENDV_endonovo_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that you should consider before buying shares of our common stock. You should read the entire prospectus and any prospectus supplements carefully, especially the sections entitled "Caution Regarding Forward Looking Statements,"
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ENZN_enzon_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ENZN_enzon_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3fd89169980b333b93a8fcacce3ac9dae7afaa91
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ENZN_enzon_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 3
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/EQ_equillium_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/EQ_equillium_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..991238074197c344a354df646ca61df3e0cbf0c6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/EQ_equillium_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights information contained or incorporated by reference elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our financial statements and the related notes and other documents incorporated by reference in this prospectus, as well as the information under the caption Risk Factors herein and under similar headings in the other documents that are incorporated by reference into this prospectus. Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to Equillium, the company, we, us and our refer to Equillium, Inc. Company Overview We are a clinical-stage biotechnology company leveraging deep understanding of immunobiology to develop products to treat severe autoimmune and inflammatory, or immuno-inflammatory, disorders with high unmet medical need. Our initial product candidate, itolizumab (EQ001), is a clinical-stage, first-in-class monoclonal antibody that selectively targets the novel immune checkpoint receptor CD6. CD6 plays a central role in the modulation of effector T cell, or Teff cell, activity and trafficking. Activated Teff cells drive a number of immuno-inflammatory diseases across therapeutic areas including transplant science, systemic autoimmunity, pulmonary, neurologic, gastrointestinal, renal, vascular, ophthalmic and dermatologic disorders. Therefore, we believe itolizumab (EQ001) may have broad therapeutic utility in treating a large and diverse set of severe immuno-inflammatory diseases. Our pipeline is focused on developing itolizumab (EQ001) as a potential best-in-class, disease modifying treatment for multiple severe immuno-inflammatory disorders. Our Investigational New Drug application, or IND, with the U.S. Food and Drug Administration, or FDA, for acute graft-versus-host disease, or aGVHD, was accepted in July 2018. The FDA granted itolizumab (EQ001) Fast Track designation for the treatment of aGVHD in December 2018 and Orphan Drug designations for both the prevention and treatment of aGVHD in February 2019. In March 2019, we initiated a Phase 1b/2 clinical trial of itolizumab (EQ001) for the treatment of aGVHD. In June 2019, we initiated a Phase 1b proof-of-concept clinical trial in Australia for the treatment of uncontrolled moderate to severe asthma. Our IND for lupus nephritis was accepted by the FDA in July 2019, and we initiated a Phase 1b proof-of-concept clinical trial for the treatment of lupus nephritis in September 2019. The FDA granted itolizumab (EQ001) Fast Track designation for the treatment of lupus nephritis in December 2019. In March 2020, as a result of impacts and risks associated with the current global pandemic caused by COVID-19, we decided to pause enrollment of our Phase 1b clinical trial of itolizumab (EQ001) in uncontrolled asthma and our Phase 1b clinical trial of itolizumab (EQ001) in lupus nephritis. This decision was not based on any observed safety issues associated with itolizumab (EQ001) but rather out of an abundance of caution related to the current global pandemic and our concern for the well-being of patients and their caregivers. We are continuing to enroll patients in the Phase 1b/2 clinical trial of itolizumab (EQ001) for the treatment of aGVHD given the acute life-threatening severity of the disease as we believe itolizumab (EQ001) represents a potentially life-saving treatment for these severely ill patients. We have ongoing translational biology programs to assess the therapeutic utility of itolizumab (EQ001) in additional indications where CD6 and its ligand, activated leukocyte cell adhesion molecule (ALCAM), play an important role in the pathogenesis of T cell mediated diseases. Our selection of current and future indications is driven by our analysis of the scientific, translational, clinical and commercial rationale for advancing itolizumab (EQ001) into further development. We acquired rights to itolizumab (EQ001) for the territories of the United States and Canada in May 2017 pursuant to a collaboration and license agreement with Biocon, and the territories of Australia and New Zealand in December 2019, pursuant to an amendment to that agreement. Following completion of a Phase 3 clinical trial conducted by Biocon outside of North America, itolizumab (EQ001) was approved in India for the treatment of moderate to severe plaque psoriasis and is marketed by Biocon in India as ALZUMAb. Today, India is the only jurisdiction where ALZUMAb is approved or marketed. Our partnership with Biocon includes an exclusive supply agreement for clinical and commercial drug product of itolizumab (EQ001). Biocon currently manufactures itolizumab (EQ001) at commercial scale in a facility in India regulated by the FDA. In August 2019, we entered into a letter agreement with Biocon that grants us exclusive rights to negotiate licensing rights with third parties to develop and commercialize itolizumab (EQ001) in select major markets outside of North America. This letter agreement allows us to represent itolizumab (EQ001) more broadly commercially and participate in value that may be created with strategic partners across geographies. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be Registered Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, par value $0.0001 per share 5,065,374 (1) $2.69 (2) $13,625,856.06 $1,768.64 (1) Represents 65,374 shares of common stock currently outstanding and 5,000,000 shares of common stock that are issuable pursuant to a purchase agreement with the selling stockholder named herein. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement also covers any additional shares of common stock which may become issuable to prevent dilution from stock splits, stock dividends and similar events. (2) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, calculated on the basis of the average high and low prices per share of the registrant s common stock reported on The Nasdaq Global Market on March 27, 2020. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Risks Associated with our Business Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled Risk Factors in this prospectus and those described under similar headings in the documents incorporated by reference into this prospectus. These risks include: The novel coronavirus global pandemic could adversely impact our business, including our clinical trials, our supply chain and our business development activities. We have a very limited operating history and have never generated any revenues. We expect to incur significant losses for the foreseeable future and may never achieve or maintain profitability. We are highly dependent on the success of our product candidate, itolizumab (EQ001), which is in early stage clinical development, and we may not be able to successfully obtain regulatory or marketing approval for, or successfully commercialize, this product candidate in any of the indications for which we plan to develop it. If we fail to comply with U.S. export control and economic sanctions, our business, financial condition and prospects may be materially and adversely affected. Itolizumab (EQ001) is a monoclonal antibody that selectively targets CD6, a target for which there are no FDA-approved therapies. This makes it difficult to predict the timing and costs of clinical development for itolizumab (EQ001). We do not know whether our approach in targeting CD6 will allow us to develop any products of commercial value. We will require substantial additional funding to complete the development and any commercialization of itolizumab (EQ001). If we are unable to raise this capital when needed, we may be forced to delay, reduce or eliminate our research and development programs or other operations. We are very early in our development efforts. We only recently initiated our initial clinical trials of itolizumab (EQ001), and as a company, we have limited experience in these areas. We have licensed itolizumab from Biocon pursuant to an exclusive license agreement, which license is conditioned upon us meeting certain diligence obligations with respect to the development, regulatory approval and commercialization of itolizumab, and making significant milestone payments in connection with regulatory approval and commercial milestones as well as royalty payments. The development and commercialization of biopharmaceutical products are subject to extensive regulation, and we may not obtain regulatory approvals for itolizumab (EQ001) in any of the indications for which we plan to develop it, or any future product candidates, on a timely basis or at all. Any delays in the commencement or completion, or termination or suspension, of our ongoing, planned or future clinical trials could result in increased costs to us, delay or limit our ability to generate revenue and adversely affect our commercial prospects. Adverse side effects or other safety risks associated with itolizumab could delay or preclude approval, cause us to suspend or discontinue clinical trials, abandon further development, limit the commercial profile of an approved label, or result in significant negative consequences following marketing approval, if any. The manufacture of biologics is complex and Biocon, our third-party manufacturer, may encounter difficulties in production, distribution and delivery of such biologics. If Biocon encounters such difficulties, our ability to provide supply of itolizumab (EQ001) for clinical trials, our ability to obtain marketing approval, or our ability to obtain commercial supply of our products, if approved, could be delayed or stopped. We rely, and intend to continue to rely, on third parties to conduct our clinical trials and perform some of our research and preclinical studies, and these third parties may not perform satisfactorily. We face substantial competition, which may result in others discovering, developing or commercializing products more quickly or marketing them more successfully than us. If their product candidates are shown to be safer or more effective than ours, then our commercial opportunity will be reduced or eliminated. If we are unable to obtain or protect intellectual property rights covering our product candidates, or if the scope of the intellectual property protection is not sufficiently broad, our competitors could develop and commercialize products similar or identical to ours, and we may not be able to compete effectively in our market. The stock price of our common stock may be volatile or may decline regardless of our operating performance, and you could lose all or part of your investment. The information in this prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and the selling stockholder is not soliciting offers to buy these securities, in any state where the offer or sale of these securities is not permitted. PROSPECTUS, SUBJECT TO COMPLETION, DATED March 30, 2020 5,065,374 Shares Common Stock This prospectus relates to the resale or other disposition from time to time of up to 5,065,374 shares of our common stock by Lincoln Park Capital Fund, LLC, or Lincoln Park or the selling stockholder. The shares of common stock being offered by the selling stockholder have been or may be issued pursuant to the purchase agreement dated March 27, 2020 that we entered into with Lincoln Park, or Purchase Agreement. See The Lincoln Park Transaction for a description of that agreement and Selling Stockholder for additional information regarding Lincoln Park. The prices at which Lincoln Park may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by the selling stockholder. The selling stockholder may sell or otherwise dispose of the shares of common stock described in this prospectus in a number of different ways and at varying prices. See Plan of Distribution for more information about how the selling stockholder may sell or otherwise dispose of the shares of common stock being registered pursuant to this prospectus. The selling stockholder is an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. We will pay the expenses of registering these shares, but all selling and other expenses incurred by the selling stockholder will be paid by the selling stockholder. Our common stock is listed on The Nasdaq Global Market, or the Exchange, under the ticker symbol EQ. On March 27, 2020, the last reported sale price per share of our common stock was $2.62 per share. You should read this prospectus and any prospectus supplement, together with additional information described under the headings Incorporation of Certain Information by Reference and Where You Can Find More Information, carefully before you invest in any of our securities. We are an emerging growth company as defined by the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. Please see Prospectus Summary Implications of Being an Emerging Growth Company. Investing in our securities involves a high degree of risk. See Risk Factors on page 6 of this prospectus before making a decision to purchase our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2020 Corporate Information We were originally incorporated as Attenuate Biopharmaceuticals, Inc. in Delaware in March 2017 and subsequently changed our name to Equillium, Inc. in May 2017. Our principal executive offices are located at 2223 Avenida de la Playa, Suite 105, La Jolla, CA 92037. Our telephone number is (858) 412-5302. Our corporate website address is www.equilliumbio.com. Information contained on or accessible through our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only. Our design logo, Equillium, and our other registered and common law trade names, trademarks and service marks are the property of Equillium, Inc. The trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. We do not intend our use or display of other companies trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies or products. Implications of Being an Emerging Growth Company We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements and exemptions from the requirements of holding nonbinding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. We can remain an emerging growth company until the earlier of (1) December 31, 2023, which is the end of the fiscal year following the fifth anniversary of the closing of our initial public offering, (2) the last day of the fiscal year (a) in which we have total annual gross revenue of at least $1.07 billion, or (b) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (3) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. Even after we no longer qualify as an emerging growth company, we may still qualify as a smaller reporting company which would allow us to take advantage of many of the same exemptions from disclosure requirements, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. Additionally, even if we no longer qualify as an emerging growth company, as long as we are neither a large accelerated filer nor an accelerated filer, we would not be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We cannot predict if investors will find our securities less attractive because we may rely on these exemptions, which could result in a less active trading market for our securities and increased volatility in the price of our securities. Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. We have elected to use this extended transition period. As a result of this election, our timeline to comply with these standards will in many cases be delayed as compared to other public companies that are not eligible to take advantage of this election or have not made this election. Therefore, our financial statements may not be comparable to those of companies that comply with the public company effective dates for these standards. In addition, if we cease to be an emerging growth company, we will no longer be able to use the extended transition period for complying with new or revised accounting standards. As a result, changes in rules of U.S. generally accepted accounting principles or their interpretation, the adoption of new guidance or the application of existing guidance to changes in our business could significantly affect our financial position and results of operations. TABLE OF CONTENTS Page Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ETNB_89bio-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ETNB_89bio-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1c6971da92f9e0087e4db6f636a5a9a70868977f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ETNB_89bio-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our common stock. You should read the entire prospectus, including the information incorporated by reference herein, carefully, including the section titled Risk Factors included elsewhere in this prospectus and in the section titled Risk Factors and our financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, which are incorporated by reference herein, before making an investment decision. Some of the statements in this summary constitute forward-looking statements, see Special Note Regarding Forward-Looking Statements. In this prospectus, unless the context requires otherwise, references to we, us, our, 89bio or the company refer to (i) 89Bio Ltd. for the periods prior to the Reorganization (as defined below) and (ii) 89bio, Inc. for the periods after completion of the Reorganization, in each case together with its consolidated subsidiaries. Our Company Overview We are a clinical-stage biopharmaceutical company focused on the development and commercialization of innovative therapies for the treatment of liver and cardio-metabolic diseases. Our lead product candidate, BIO89-100, a specifically engineered glycoPEGylated analog of fibroblast growth factor 21 ( FGF21 ), is currently being developed for the treatment of nonalcoholic steatohepatitis ( NASH ) and for the treatment of severe hypertriglyceridemia ( SHTG ). NASH is a severe form of nonalcoholic fatty liver disease ( NAFLD ), characterized by inflammation and fibrosis in the liver that can progress to cirrhosis, liver failure, hepatocellular carcinoma and death. There are currently no approved products for the treatment of NASH. FGF21 is a clinically-validated mechanism that has been shown in humans to reduce steatosis, improve the histological features of NASH and address cardio-metabolic dysregulation. We believe BIO89-100 may be a differentiated FGF21 therapy based on its robust and durable biological effects and a favorable safety and tolerability profile, as well as its potential for every two week dosing. Combining these characteristics with the ability to address the key liver pathologies in NASH, as well as the underlying metabolic dysregulation in NASH patients, BIO89-100 has the potential to become a backbone of treatment in NASH. We successfully completed our proof of concept ( POC ) Phase 1b/2a clinical trial in patients with NASH or patients with NAFLD and a high risk of NASH with 81 patients. All dose groups in the trial demonstrated statistically significant reductions in liver fat at week 13, with relative reduction of up to 60% versus baseline, and up to 70% versus placebo, as measured by magnetic resonance imaging proton density fat factor ( MRI-PDFF ). BIO89-100 had a favorable safety and tolerability profile in this trial. For more information regarding the results of this trial, see Recent Development Results of our Phase 1b/2a Trial of BIO89-100 in NASH below. We plan to initiate a Phase 2b trial as part of a potential Phase 2b/3 study in NASH patients in the first half of 2021. We are also developing BIO89-100 for the treatment of SHTG, a condition identified by severely elevated levels of triglycerides (greater than or equal to 500 mg/dL), which is associated with an increased risk of NASH, cardiovascular events and acute pancreatitis. We initiated our Phase 2 trial in SHTG patients in the third quarter of 2020 and expect to report topline data in the second half of 2021. The Phase 2 trial in SHTG patients is evaluating the ability of BIO89-100 to reduce fasting plasma triglyceride levels compared to baseline levels. We also expect to initiate registrational trials in SHTG in 2022, pending positive data from our Phase 2 trial. We have adequate clinical supplies for our ongoing studies and we intend to have adequate clinical supplies for our planned studies. Based on FDA guidance for the development of SHTG treatments, as well as the regulatory path followed by other companies that have successfully developed SHTG therapies, we believe that a combination of Table of Contents Confidential Treatment Requested by 89bio, Inc. Pursuant to 17 C.F.R. Section 200.83 The information in this prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated September 14, 2020 PROSPECTUS 3,000,000 Shares Common Stock We are selling 2,700,000 shares of our common stock and the selling stockholders are selling 300,000 shares of our common stock. We will not receive any proceeds from the sale of shares of our common stock to be offered by the selling stockholders. Our shares trade on The Nasdaq Global Market under the symbol ETNB. On September 11, 2020, the last sale price of our shares as reported on The Nasdaq Global Market was $34.56 per share. We are an emerging growth company as defined under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/EVTK_eventiko_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/EVTK_eventiko_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/EVTK_eventiko_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/EXDW_exceed_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/EXDW_exceed_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..108b2b84a8441cafde5661bff14528e35726d3f2
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/EXDW_exceed_prospectus_summary.txt
@@ -0,0 +1,21 @@
+PROSPECTUS SUMMARY
+
+ 
+
+In this Prospectus, "Exceed World,
+the "Company, , ' ': , ' ': we, , ' ': , ' ': us, and , ' ': , ' ': our, 
+refer to Exceed World, Inc., unless the context otherwise requires. Unless otherwise indicated, the term , ' ': , ' ': fiscal
+year refers to our fiscal year ending September 30. Unless otherwise indicated, the term , ' ': , ' ': common stock 
+refers to shares of the Company s common stock.
+
+ 
+
+This Prospectus, and any supplement to this
+Prospectus include "forward-looking statements". To the extent that the information presented in this Prospectus discusses
+financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise
+makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by
+the use of words such as "intends", "anticipates", "believes", "estimates", "projects",
+"forecasts", "expects", "plans" and "proposes". Although we believe that the expectations
+reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties
+that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary
+statements in the "
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/FECOF_fec_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/FECOF_fec_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1bd2061a954a52230bf53c05ce94cef5063f620b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/FECOF_fec_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary is not complete and may not contain all of the information that you should consider before making any decision to invest in our Common Shares. Prior to making any investment decision, we encourage you to read the entire prospectus carefully, including the risks discussed in the Risk Factors section. We also encourage you to review our financial statements and the other information that we provide in our periodic reports and other documents that we file with the SEC, as described under the caption: Where You Can Find More Information. Unless the context otherwise requires, references to FEC , we , us , and our refer to FEC Resources Inc. Our Company FEC Resources Inc. We were incorporated on February 8, 1982 in British Columbia, Canada under the name Tylox Corporation. Our continuance under the Canada Business Corporation Act (the Act ) resulted in, among other things, our name change, first in December 1991, to Tracer Petroleum Corporation, followed in July 2003, to Forum Energy Corporation. On May 18, 2005, we changed our name to FEC Resources, Inc. We have no subsidiaries. We currently hold 6.80% of the issued and outstanding capital of Forum Energy Limited. We are engaged in investment into companies in the natural resource sector. Our Corporate Office Our registered office address is Suite 2300, Bentall 5, 550 Burrard Street, Vancouver, BC, V6C 2B5, Canada. Business Overview At this time, we do not have any significant revenue-generating assets, and as a result, we will rely upon issuance of new shares or debt to fund ongoing operations.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/FHTX_foghorn_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/FHTX_foghorn_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/FHTX_foghorn_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/FOUR-PA_shift4_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/FOUR-PA_shift4_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/FOUR-PA_shift4_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/FROG_jfrog-ltd_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/FROG_jfrog-ltd_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..11008d33baf600ac363f5cbd23125c4fea034cd6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/FROG_jfrog-ltd_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our ordinary shares. You should read this entire prospectus carefully, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms JFrog, the company, we, us, and our in this prospectus refer to JFrog Ltd. and its consolidated subsidiaries, including JFrog, Inc. JFrog Ltd. JFrog s vision is to power a world of continuously updated, version-less software we call this Liquid Software. We provide an end-to-end, hybrid, universal DevOps Platform to achieve Continuous Software Release Management, or CSRM. Our leading CSRM platform enables organizations to continuously deliver software updates across any system. Our platform is the critical bridge between software development and deployment of that software, paving the way for the modern DevOps paradigm. We enable organizations to build and release software faster and more securely while empowering developers to be more efficient. As of June 30, 2020, approximately 5,800 organizations, including all of the top 10 technology organizations, 8 of the top 10 financial services organizations, 9 of the top 10 retail organizations, 8 of the top 10 healthcare organizations, and 7 of the top 9 telecommunications organizations in the Fortune 500 have adopted JFrog, embarking on their journey towards Liquid Software. Digital transformation has become an imperative for all organizations, and as such, organizations of all types and sizes are increasingly dependent upon software to better engage with their customers, partners, and employees. As a result, the continuous and reliable release of new software has become mission critical. An organization s failure to keep software current or react to problems with timely software updates can not only cost lost revenue and reputation, but also threaten human safety and lives. The increased pace and volume of new software and updates have made releasing software in monolithic, discrete versions (e.g., v1.0, v2.0, v3.0) too slow to adequately address dynamic customer demands. We believe the end state of digital transformation is a non-stop, always-on, secure, continuous delivery of value to users, enabled by a world of version-less software. DevOps enables the software innovation that is driving digital transformation. The need for organizations to better serve their customers, partners, and employees through software is driving the demand for constant innovation of the software build and release workflow. As the pace and variety of software creation have increased, the domains of software developers and IT operators have converged. Since our inception, we have embraced the culture and methodologies of modern software development and delivered a platform that connects developers and operators, thus providing the foundation for DevOps. DevOps has since become the approach modern digital organizations take to software development and operations, shortening, automating, and improving the software build and release workflow. While many software development technologies today address aspects of a particular segment of DevOps, CSRM, enabled by JFrog, provides the common ground for software developers and IT operators, making it integral to the DevOps workflow. Software as it is written by a developer, in source code, cannot be deployed in a runtime environment. In order for software to run in production, source code is transformed into executable binary files that can be understood by and run on a server or device. Organizations need tools that can turn source code into binary files, store and manage these binaries, and then create software packages, or combinations of Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may and the selling shareholders not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and neither we nor the selling shareholders are soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS (Subject to Completion) Issued September 14, 2020 11,568,218 Shares JFrog Ltd. Ordinary Shares ___________________ This is the initial public offering of the ordinary shares of JFrog Ltd. We are selling 8,000,000 ordinary shares. The selling shareholders identified in this prospectus are selling an additional 3,568,218 ordinary shares. We will not receive the proceeds from the sale of the shares being sold by the selling shareholders. Prior to this offering, there has been no public market for our ordinary shares. It is currently estimated that the initial public offering price will be between $39.00 and $41.00 per share. Our ordinary shares have been approved for listing on The Nasdaq Global Select Market under the symbol FROG. We are an emerging growth company as that term is used in the Jumpstart our Business Startups Act of 2012 and, as such, have elected to comply with reduced public company reporting requirements. ___________________ Investing in our ordinary shares involves risk. See the section titled Risk Factors beginning on page 15. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. ___________________ Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to us, before expenses $ $ Proceeds to selling shareholders, before expenses $ $ __________ (1) See the section titled Underwriters for additional information regarding underwriting compensation. We have granted the underwriters the option to purchase up to an additional 1,735,232 ordinary shares from us solely to cover over-allotments, if any. The underwriters expect to deliver the shares to our investors on or about . ___________________ MORGAN STANLEY J.P. MORGAN BofA SECURITIES KEYBANC CAPITAL MARKETS PIPER SANDLER STIFEL WILLIAM BLAIR OPPENHEIMER & CO. NEEDHAM & COMPANY , 2020 Table of Contents one or more binary files, that can be released and deployed to runtime environments. Our platform is designed to manage and deploy all types of software packages within an organization, making it the system of record for an organization s software, and is often called the database of DevOps. Our business has experienced rapid growth and is capital efficient, as demonstrated by our maintaining of positive operating cash flow and free cash flow for each of the last five years. Since inception, we have raised $162.1 million of primary capital and we had $170.6 million of cash, cash equivalents, and short-term investments as of June 30, 2020. We generated revenue of $46.1 million and $69.3 million for the six months ended June 30, 2019 and 2020, respectively, representing a growth rate of 50%. We generated revenue of $63.5 million and $104.7 million for the years ended December 31, 2018 and 2019, respectively, representing a growth rate of 65%. Our net loss was $2.1 million and $0.4 million for the six months ended June 30, 2019 and 2020, respectively. Our net loss was $26.0 million and $5.4 million for the years ended December 31, 2018 and 2019, respectively. We generated operating cash flow of $0.4 million and $5.9 million for the six months ended June 30, 2019 and 2020, respectively. We generated operating cash flow of $8.6 million and $10.0 million for the years ended December 31, 2018 and 2019, respectively. Our free cash flow was $(0.7) million and $4.4 million for the six months ended June 30, 2019 and 2020, respectively. Our free cash flow was $6.5 million and $8.2 million for the years ended December 31, 2018 and 2019, respectively. Software and the Business Environment The volume and importance of software is exploding. Organizations in all industries and of all sizes have turned to software to facilitate interactions with their customers, manage day-to-day operations, gain actionable business insights, secure their digital environments, and drive digital transformation. As a result, software s role has changed from a functional tool to a cornerstone of our daily lives, and from a simple means of driving insight and efficiency to a significant source of competitive advantage. The continuous and reliable release of new software is therefore mission critical, where delay or failure can be disruptive to our daily lives and costly to business. If drivers and riders are not running the same version of a ride-hailing company s software and fail to connect, even for the briefest of moments, those riders can easily turn to a competitor. If an out-of-date piece of a financial institution s software stack allows a security breach, the organization can suffer enormous reputational harm and be liable for damages. If an airplane s software is not current, passengers lives may be put in danger. In order to address growing customer expectations, organizations have dramatically reduced the time between releasing new features and functions and resolving security vulnerabilities, from years to months or even days. Updating a feature of a software application, rather than releasing a new version of the entire application, ensures that current software is brought to market faster, allowing organizations to be more responsive to their customers needs, and makes software updates less disruptive to the user experience. To keep software current in today s environment, software updates need to be released incrementally, and with increased frequency. The proliferation of open source software, availability of newer and more efficient software development technologies, and the increasing interconnectedness of software enable organizations to produce software at an increasing rate. Meanwhile, the adoption of new architectures, platforms, and technologies, such as microservices, containers, and hybrid and multi-cloud environments, creates significant complications in managing the software release cycle. Organizations existing approaches to their software release cycles address each step of the cycle separately, creating silos and bottlenecks around critical steps, such as building, testing, securing, and delivering software. The combination of these new technologies and legacy approaches has placed significant strain on the traditional software build and release workflow. Table of Contents The Liquid Software Company IMAGINE THERE S NO VERSION Table of Contents The DevOps Workflow DevOps enables the software innovation that is driving digital transformation. As the domains of software developers and IT operators have converged. DevOps has emerged as a discipline that integrates software development and operations, shortening, automating, and improving the software build and release workflow. DevOps is a combination of new technologies, methodologies, and culture that powers a continuous, fast, and secure software release cycle. The DevOps workflow spans the lifecycle of software, from the planning, coding, building, and testing of software by developers, to the releasing, deploying, operating, and monitoring of that software by operators. DevOps increasingly includes the process of managing security earlier in the software release cycle, known as DevSecOps, which helps to remove silos and bottlenecks. While many software development technologies today address aspects of a particular segment of DevOps, CSRM, enabled by JFrog, provides the common ground for software developers and IT operators, making it integral to the DevOps workflow. CSRM and the Importance of Packages Organizations need for a continuous, fast, and secure software release cycle has particularly elevated the importance of the core DevOps workflow: building, testing, releasing, and deploying software. This bridge, spanning from the development side to the operations side, is mission critical, yet exceedingly difficult to build and manage at the scale and speed that organizations require. We refer to this key portion of the DevOps workflow as CSRM. Software as it is written by a developer, in source code, cannot be deployed in a runtime environment. In order for software to run in production, source code is transformed into executable binary files that can be understood by and run on a server or device. Organizations need tools that can turn source code into binary files, store and manage these binaries, and then create software packages, or combinations of one or more binary files, that can be released and deployed to runtime environments. Our platform is designed to manage and deploy all types of software packages within an organization, making it the system of record for an organization s software. In today s business environment the volume and variety of packages that need to be managed and stored by organizations are rapidly increasing. Packages are increasingly created by both humans and machines as software build and release workflows are automated, and can also be imported from external sources, such as open source libraries and repositories. The increasingly large volumes and complexity of packages within organizations software development ecosystems require a new, systematic, and automated approach to the management of packages. Code repositories, which store and manage source code, are helpful and important developer tools, but cannot efficiently take software that was written by developers and deploy it in runtime environments because they are not purpose-built to manage and cache binary files. Tracking and managing software at the package level enables organizations to make incremental updates to software, eliminating the need for software versions. Package management allows software release management to be continuous, and capable of handling the volume, variety, and velocity of software required today. Our Platform We built the world s first universal package repository, JFrog Artifactory, to fundamentally transform the way that the software release cycle is managed. Our package-based approach to releasing software enabled the category of CSRM, allowing software releases to be continuous and software to always be current. We enable organizations to store all package types in a common repository where they can be edited, tracked, and managed. Our unified platform connects all of the software release processes involved in building Table of Contents FROM 2008 TO INFINITY END-TO-END, HYBRID, UNIVERSAL DEVOPS PLATFORM JFrog PLATFORM (2019) JFrog PIPELINES (2019) JFrog DISTRIBUTION (2018) JFrog XRAY (2016) JFrog MISSION CONTROL (2015) CONTAINER REGISTRY (2015) ARTIFACTORY High Availability (2013) JFrog ARTIFACTORY (2009) CROSS-SITE GEO MANAGEMENT SOFTWARE PACKAGE REPOSITORY CI/CD SECURITY DISTRIBUTION Table of Contents and releasing software, enabling CSRM. We empower our customers to shorten their software release cycles and enable the continuous flow of current, up-to-date software from any source to any destination. Our platform is designed to be agnostic to the programming languages, source code repositories, and development technologies that our customers use, and the type of production environments to which they deploy. Our fully integrated suite of products allows our customers to compile software from source code repositories, manage the dependencies among components within software packages, move packages to a universal repository, ingest packages from third parties, including open source libraries, scan for vulnerabilities through various stages, distribute to endpoints, and deploy in production, all through a single user access point. Benefits to Our Customers End-to-end, unified platform. We provide a central, unified platform for our customers software release needs with our universal package management solution, JFrog Artifactory, at its core and a portfolio of adjacent products including build integration, workflow automation, security, and deployment. A blessed repository for the organization. By securely storing, monitoring, and distributing packages created inside and outside an organization, we provide a single, trusted local repository that any user within an organization can rely on. JFrog Artifactory automatically caches updated packages from both external and internal repositories, ensuring that an organization always has the latest, validated packages available. Acceleration through automation. Our platform accelerates the software release cycle by enabling the automation of workflows across teams and providing tight coordination between development and operations groups, removing silos within organizations software release processes. Hybrid and multi-cloud deployment. Our platform supports public cloud, on-premise, private cloud, and hybrid deployments, helping organizations avoid vendor lock-in and allowing software developers and IT operators across an organization to use our products in any environment. Our unique model offers the same product in the cloud and on-premise. Scalable across the organization. Our platform supports a wide variety of enterprise-scale storage capabilities and also accommodates spikes in usage without compromised performance. JFrog Artifactory supports High Availability cluster configuration and can therefore seamlessly serve nearly any number of concurrent users, build servers, and interactions. Trusted and secure. We enable organizations to analyze packages for vulnerabilities, license compliance, and quality issues in near real-time. Our platform embeds security into the DevOps workflow, allowing organizations to have speed and control in the software release cycle. Benefits to Software Developers and IT Operators Easy and automated package management. Through our JFrog Artifactory package management solution, software developers and IT operators are able to automatically fetch software packages from public and private repositories, ensure that packages are consistent across their organizations instances of JFrog Artifactory, scan for vulnerabilities with JFrog Xray, and manage dependencies among packages. Integrated across the development ecosystem. Our out-of-the-box integrations with third-party technologies offer software developers and IT operators the freedom to choose their tool stacks, allowing them to minimize disruptions, increase productivity and innovation, and avoid vendor lock-in. Our solution includes user-friendly application programming interfaces ( APIs ) that organizations can use to integrate our products and third-party technologies in a reliable and high-performance manner. Table of Contents CONTINUOUS SOFTWARE RELEASE MANAGEMENT FOR DIGITAL TRANSFORMATION MISSION CONTROL Monitoring, Configuring, Admin Dashboard INSIGHT Analyzing Intelligence Metrics VCS Source Code Repository ARTIFACTORY Storing and Managing Packages Globally XRAY Scanning and Securing Packages DISTRIBUTION Distributing to any Deployment Environment EDGE EDGE EDGE PIPELINES Continuous Integration and Deployment Automation The Liquid Software Company Table of Contents Universal and extensible. Our platform natively supports the major package technologies, including package libraries, continuous integration tools, container registries, and testing and deployment tools, and has been designed to quickly and seamlessly add support for new package technologies as they arise. As an organization s development environment changes, our products automatically adjust, with little to no downtime or the need for complex migrations. Business Model We have a bottom-up, community-focused approach to driving increased usage of our products, in which we focus on demonstrating the value that our products can provide to software developers and IT operators before their respective organizations become customers. We strive to make software developers and IT operators more efficient, effective, and productive, and create champions of JFrog in the process. Our efficient go-to-market strategy, multi-tiered structure for both self-managed subscriptions and software-as-a-service ( SaaS ) subscriptions, which are managed by JFrog in the public cloud, and technology partnership ecosystem have allowed us to grow rapidly, while maintaining positive operating cash flow and free cash flow for each of the last five years. Efficient go-to-market strategy. Make software developers and IT operators successful. Our consistent product innovation, thought leadership in CSRM, and knowledge sharing with software developer and IT operator communities engender trust that fuels increased usage of our products. We enable our users to stand out for the value they deliver to their organizations, making others within their organizations want to adopt our products to emulate their success. Enable user freedom of choice. We are agnostic to the types of technologies a software developer or IT operator may choose to use, which is a philosophy that we believe provides us with a competitive advantage. Our platform is designed to quickly and seamlessly add support for new package technologies as they arise. Align pricing with value provided. Our free trials, freemium offerings, and open source software options provide low-friction entry points for software developers and IT operators. Customers often upgrade to paid and higher-tiered subscriptions as they increase their usage of our products. Provide best-in-class support. Our customer support personnel provide extensive engineering-level support directly to software developers and IT operators, ensuring those individuals who use our products most are set up to succeed. Our customer support team is differentiated by the number of team members who have engineering backgrounds, which allows our customers to have consistent access to individuals with intimate technical knowledge of our products and of the different technologies and protocols with which they integrate. Our technical support offerings primarily include issue diagnosis and root cause identification, as well as bug isolation and software fix delivery. Multiple tiers of subscriptions. Our subscription structure is aligned with the way we have built our product platform, with JFrog Artifactory at the core of each subscription and a portfolio of adjacent products and services that differ by subscription tier. Our pricing model aligns the value we deliver with our customers needs as they scale. Technology partnership ecosystem. Our extensive integrations with technologies across the software development ecosystem power significant extensibility of our platform and offer our customers the ability to use external software development technologies of their choice on our platform, driving increased customer affinity and product stickiness. Table of Contents 5,800+ Customers 75%+ of Fortune 100 286 Customers with $100k+ ARR (a) 85% Revenue from Multi-Product Subscriptions (b) 50% Year-Over-Year Revenue Growth (b) 139% Net Dollar Retention Rate (a) $(1)M Net Loss (b) 5 YEARS Free Cash Flow Positive (a) Serving Millions of Developers ACROSS 90+ COUNTRIES (c) All data as of June 30, 2020, unless otherwise indicated. (a) See Management s Discussion and Analysis of Financial Condition and Results of Operations for additional information on annual recurring revenue (ARR), net dollar retention rate, and free cash flow. (b) For the six months ended June 30, 2020. (c) Based on internal estimates. Table of Contents Market Opportunity As software continues to play a mission critical role and be a source of competitive advantage for organizations, the need to efficiently release software will become more imperative to every organization. According to IDC, the opportunity for all DevOps tools is expected to reach $18 billion by 2024. However, we believe that our products represent not only a functional tool to be used by IT, DevOps, and security professionals, but also a fundamental shift in the software development landscape. As DevOps practices are increasingly adopted around the world and across industries, we believe that our products can address the CSRM needs of organizations globally, while requiring minimal to no product localization. We estimate our current market opportunity for CSRM to be approximately $22 billion. We calculate this figure by estimating the total number of organizations globally, which we determine by referencing independent industry data from the S&P Global Market Intelligence database. We then segment organizations globally into three cohorts we focus on based on the number of employees: organizations that have between 500 and 1,000 employees globally, between 1,000 and 2,500 employees globally, and over 2,500 employees globally. We then apply an average annual contract value to each respective cohort using internally generated data of actual customer spend based on subscription tier. To the extent companies across industries globally do not adopt our solutions, we may not be able to fully penetrate these market opportunities. Growth Strategies We intend to pursue the following growth strategies: Extend our technology leadership. We will continue to invest in building new capabilities and extending our platform to bring the power of CSRM to a broader range of use cases, including increased security solutions for DevSecOps and enabling DevOps solutions devices on the edge. Additionally, we believe acquiring new technologies to complement our organic innovation efforts will help us rapidly adapt to address the evolving needs of the market and drive increased value for our customers. Expand within our existing customer base. We have demonstrated a differentiated ability to retain customers, expand existing customer usage, and cross-sell a broader set of products and features within an organization. Our net dollar retention rate of 139% as of June 30, 2020 highlights the increasing value of our products to our customer base. To date, we have not deployed a significant outbound sales force, relying primarily on our self-service and inbound sales model. Moving forward, we are building a small, high-touch strategic sales team to identify new use cases and drive expansion and standardization on JFrog within our largest customers. For the six months ended June 30, 2020, our 10 largest customers represented approximately 8% of our total revenue and no single customer accounted for more than 2% of our total revenue. Acquire new customers. Our free trial subscription options, freemium product offerings, and open source version of JFrog Artifactory increase software developer and IT operator familiarity with our products, and allow for low-friction product adoption. Additionally, we have steadily grown our international presence since inception and intend to continue to expand internationally as DevOps practices are increasingly adopted around the world. Expand and develop our technology partnership ecosystem. We have designed our platform to work with the major package technologies and be deployed in any environment, allowing our technology partners to better serve their customers. We also intend to cultivate and leverage channel partners to grow our market presence and drive greater sales efficiency. Table of Contents JFROG DIFFERENTIATORS End-to-End, Unified Platform Single Source of Truth Acceleration Through Automation Hybrid & Multi-Cloud Scalable Across the Organization Trusted and Secure Benefits to Organizations Community-Favored Package Management Integrated Across the Development Ecosystem Universal & Extensible Benefits to Software Developers and IT Operators Table of Contents Our Culture and Values The JFrog culture as defined in the JFrog CODEX, our collection of values is communally written by employees, not management or our founders. Our CODEX is an agreement and commitment about how we treat one another, the community, the marketplace, and the world. We continuously validate our values, maintaining the CODEX as a living document. Because the CODEX is a pact we have with one another, it is a compass on how we choose employees and partners, how our engineers solve customers pain points, how we vet technology alliances, and even how we prioritize and justify important business decisions. Our culture is a contract. It continues to propel our unified vision forward. Recent Developments The COVID-19 pandemic has resulted in travel restrictions, prohibitions of non-essential activities, disruption and shutdown of certain businesses, and greater uncertainty in global financial markets. As a result of the COVID-19 pandemic, we have experienced slowed growth. We expect to experience slowed growth and/or decline in new customer orders for our platform and lower demand from our existing customers for upgrades within our platform, primarily due to changes in customer spend patterns and IT budgets. The extent and continued impact of the COVID-19 pandemic on our operational and financial condition will depend on certain developments, including: the duration and spread of the outbreak; government responses to the pandemic; its impact on the health and welfare of our employees and their families; its impact on our customers and our sales cycles; its impact on customer, industry, or technology-based community events; delays in onboarding new employees; and effects on our partners, some of which are uncertain, difficult to predict, and not within our control. General economic conditions and disruptions in global markets due to the COVID-19 pandemic and other global events may also affect our future performance. While the second quarter of 2020 saw slight headwinds due to COVID-19, we have also seen signals that indicate the acceleration of secular trends in support of digital transformation, DevOps, and the transition to cloud. We also generated a record number of new business leads during the second quarter of 2020, and our 2020 virtual swampUP conference attracted a record number of attendees. We believe these factors show that long-term demand for our offerings remains strong. Risk Factors Summary Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled Risk Factors immediately following this prospectus summary. These risks include the following: Our business and operations have experienced rapid growth, and if we do not appropriately manage future growth, if any, or are unable to improve our systems, processes, and controls, our business, financial condition, results of operations, and prospects will be adversely affected. Our recent rapid growth may not be indicative of our future growth, and we may not be able to sustain our revenue growth rate in the future. Our rapid growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. We have a history of losses and may not be able to achieve profitability on a consistent basis. If we cannot achieve profitability, our business, financial condition, and results of operations may suffer. The markets for our products are new, unproven, and evolving and may develop more slowly or differently than we expect. Our future success depends on the growth and expansion of these markets and our ability to adapt and respond effectively to evolving markets. Table of Contents TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/FSLY_fastly-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/FSLY_fastly-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..36f6b98689ce1f526d5349aad214ef95b29b2944
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/FSLY_fastly-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our Class A common stock, you should carefully read this entire prospectus, including the information incorporated by reference herein, especially the matters discussed in the information set forth under the section titled Risk Factors included elsewhere in this prospectus and in the section titled Risk Factors and our consolidated audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which are incorporated by reference herein. Unless the context otherwise requires, the terms Fastly, the company, we, us, and our in this prospectus refer to Fastly, Inc. and its consolidated subsidiaries. Overview Developers are reinventing the way we live, work, and play online. Yet they repeatedly encounter innovation barriers when delivering modern digital experiences. Expectations for digital experiences are at an all-time high; they must be fast, secure, and highly personalized. If they aren t reliable, end-users simply take their business elsewhere. The challenge today is enabling developers to deliver a modern digital experience while simultaneously providing scale, security, and performance. We built our edge cloud platform to solve this problem. The edge cloud is a new category of Infrastructure as a Service ( IaaS ) that enables developers to build, secure, and deliver digital experiences, at the edge of the internet. This service represents the convergence of the Content Delivery Network ( CDN ) with functionality that has been traditionally delivered by hardware-centric appliances such as Application Delivery Controllers ( ADC ), Web Application Firewalls ( WAF ), Bot Detection, and Distributed Denial of Service ( DDoS ) solutions. It also includes the emergence of a new, but growing, edge computing market which aims to move compute power and logic as close to the end-user as possible. The edge cloud uses the emerging cloud computing, serverless paradigm in which the cloud provider runs the server and dynamically manages the allocation of machine resources. When milliseconds matter, processing at the edge is an ideal way to handle highly dynamic and time-sensitive data. The edge cloud complements data center, central cloud, and hybrid solutions. Our mission is to fuel the next modern digital experience by providing developers with a programmable and reliable edge cloud platform that they adopt as their own. Organizations must keep up with complex and ever-evolving end-user requirements. We help them surpass their end-users expectations by powering fast, secure, and scalable digital experiences. We built a powerful edge cloud platform, designed from the ground up to be programmable and support agile software development. We believe our platform gives our customers a significant competitive advantage, whether they were born into the digital age or are just embarking on their digital transformation journey. Our platform consists of three key components: a programmable edge, a software-defined modern network, and a philosophy of customer empowerment. Our programmable edge provides developers with real-time visibility and control, where they can write and deploy code to push application logic to the edge. It supports modern application delivery processes, freeing developers to innovate without constraints. We recently launched the beta of Compute@Edge, a powerful new language-agnostic compute environment, designed to empower developers to build far more advanced edge applications with greater security, more robust logic, and new levels of performance. Our software-defined modern network is built for the software-defined future. It is powerful, efficient, and flexible, designed to enable us to rapidly scale to meet the needs of the most demanding customers and never be a barrier to their growth. As of March 31, 2020, our 88 terabit software-centric network is located in 72 uniquely designed Points-of-Presence ( POPs ) across 55 markets around the world. Finally, being developers ourselves, we empower customers to build great things while supporting their efforts through frictionless tools and a deeply technical support team that facilitates ongoing collaboration. We serve both established enterprises and technology-savvy organizations. Our customers represent a diverse set of organizations across many industries with one thing in common: they are competing by using the power of software to build differentiation at the edge. With our edge cloud platform, our customers are disrupting existing industries and creating new ones. For example, several of our customers have reinvented digital publishing by connecting readers through subscription models to indispensable content, helping people understand the world The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. PROSPECTUS (Subject to Completion) Issued May 18, 2020 6,000,000 Shares Class A Common Stock We are offering 6,000,000 shares of our Class A common stock. Our Class A common stock is listed on the New York Stock Exchange under the symbol FSLY. The last reported sale price of our Class A common stock on the New York Stock Exchange on May 15, 2020 was $39.50 per share. We have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 10 votes per share and is convertible into one share of Class A common stock. Outstanding shares of Class B common stock will represent approximately 75.8% of the voting power of our outstanding capital stock immediately following this offering, with our directors, executive officers, and their affiliated stockholders representing approximately 65.2% of such voting power. We are an emerging growth company as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements. Investing in our Class A common stock involves a high degree of risk. See Risk Factors beginning on page 11 of this prospectus as well as in the documents incorporated by reference herein. PRICE $ A SHARE Price to Public Underwriting discounts and commissions (1) Proceeds to Fastly, Inc. Per share $ $ $ Total $ $ $ _________________________ (1) See Underwriters for a description of the compensation payable to the underwriters. We have granted the underwriters an option to purchase up to an additional 900,000 shares of Class A common stock at the public offering price less the underwriting discount. Neither the Securities and Exchange Commission nor any state securities regulators have approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares to purchasers on , 2020. MORGAN STANLEY CITIGROUP BofA SECURITIES CREDIT SUISSE WILLIAM BLAIR RAYMOND JAMES BAIRD OPPENHEIMER & CO. STIFEL CRAIG-HALLUM CAPITAL GROUP D.A. DAVIDSON & CO. , 2020 through deeply reported independent journalism. Our customers software applications use our edge cloud platform to ensure children can have personalized and high quality classroom experiences, adventurers can book virtual events instantly with experts around the world, and sports fans can stream events in real time, across all devices. The range of applications that developers build with our edge cloud platform continues to surpass our expectations. We generate substantially all of our revenue from charging our customers based on their usage of our platform. Initially, customers typically choose to become platform customers, for which we charge fees based on their committed or actual use of our platform, as measured in gigabytes and requests. Many of our customers generate billings in excess of their minimum commitment. We also generate revenue from additional products as well as professional and other services, such as implementation. We charge a flat one-time or recurring fee for these additional products and services. Potential customers have the opportunity to test our platform for free. If they choose to make use of our platform for live production delivery, they have the ability to sign up online by providing their credit card information and agreeing to a minimum monthly fee of $50. We focus our direct selling efforts on medium to large organizations as well as smaller companies that are exhibiting significant growth. We engage with and support these customers with our field sales representatives, account managers, and technical account managers who focus on customer satisfaction and drive expansion of their usage of our platform and products. These teams work with technical and business leaders to help our customers end-users receive the best possible digital experience, while also lowering our customers total cost of ownership. We have established and continue to maintain our position by improving upon our programmable edge platform and software-defined modern network architecture. We continue to focus on empowering our developer community through events and conferences, including our Altitude conferences, and online digital engagement. The success of these direct selling efforts is reflected by our 297 enterprise customers as of March 31, 2020 that generated 88% of our total revenue for the trailing 12 months ended March 31, 2020. As our customers become more successful and grow, they increase their usage of our platform and adopt additional Fastly products. A meaningful indicator of the increased activity from our existing customer accounts and overall customer satisfaction is our Dollar-Based Net Expansion Rate ( DBNER ), a metric used in measuring the revenue growth from existing customers attributed to increased usage of our platform and purchase of additional services. Our DBNER was 147.3%, 132.0%, and 135.5% for the years ended December 31, 2017, December 31, 2018, and December 31, 2019, respectively. Our DBNER was 130.4% and 133.0% for the trailing 12 months ended March 31, 2019 and 2020, respectively. Customers that have negotiated contracts with us generate a substantial majority of our revenue. These customers typically purchase one or more products, for which we charge a monthly recurring or one-time fee depending on the products selected. Some of these customers also choose to purchase various levels of account management and enhanced customer support for a monthly fee. Typically, the term of these contracts is 12 months and includes a minimum monthly billing commitment in exchange for more favorable pricing terms. The timing of our sales is difficult to predict. The length of our sales cycle, from initial evaluation to payment, can range from several months to well over a year and can vary substantially from customer to customer. Similarly, the onboarding and ramping process with new enterprise customers can take several months. We have achieved significant growth in recent periods. For the years ended December 31, 2017, December 31, 2018, and December 31, 2019, our revenue was $104.9 million, $144.6 million, and $200.5 million, respectively. For the three months ended March 31, 2019 and 2020, our revenue was $45.6 million and $62.9 million, respectively. Our 10 largest customers generated an aggregate of 37%, 32%, and 29% of our revenue in the trailing 12 months ended December 31, 2017, 2018, and 2019, respectively. Our 10 largest customers generated an aggregate of 31% and 31% of our revenue in the trailing 12 months ended March 31, 2019 and 2020, respectively. We incurred a net loss of $32.5 million, $30.9 million, and $51.6 million for the years ended December 31, 2017, December 31, 2018, and December 31, 2019, respectively. We incurred a net loss of $9.7 million and $12.0 million in the three months ended March 31, 2019 and 2020, respectively. TABLE OF CONTENTS PAGE PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/FTCO_fortitude_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/FTCO_fortitude_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..aeb940953622782e467c709079626c660a734ba9
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/FTCO_fortitude_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights certain information about Fortitude Gold Corporation (the "Company," "we," "our," "us," "FGC" or the "Spin-Off") and information appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider to fully understand the Spin-Off and its consequences to you. You should read this entire prospectus carefully. This Prospectus is being furnished to you as a shareholder of Gold Resource Corporation ("GRC") in connection with the planned Spin-Off by GRC to its shareholders of our of common stock. At the time of the Spin-Off, GRC will distribute all of our outstanding shares of common stock held by it (21,211,260 shares) on a pro rata basis to the holders of GRC s common stock. Each 3.5 shares of GRC s common stock held by a GRC shareholder as of 5:00 p.m., Mountain Time, on December 28, 2020, the record date for the Spin-Off (the "Record Date"), will entitle the holder to one share of our common stock. See the section of this prospectus captioned "The Spin-Off" for further information. This Prospectus also pertains to the registration of Series A and Series B Rights which we issued to GRC, our sole shareholder. Following the date of this Prospectus, these rights will be distributed to the shareholders of GRC as part of the shares which will be issued in connection with the Spin-Off. See the section of this Prospectus captioned "Description of Securities- Shareholder Rights Agreement" for information concerning the Series A and Series B Rights. Overview Fortitude Gold Corporation is a mining company which pursues gold and silver projects that are expected to have both low operating costs and high returns on capital. We are presently focused on mineral production from our Isabella Pearl project in Nevada. Our processing facilities at the Isabella Pearl project produce dor from ore mined from an open-pit mine, which contains precious metals of gold and silver. We also continue exploration and evaluation work on our portfolio of other precious metal properties in Nevada and continue to evaluate other properties for possible acquisition. Historically, GRC s two mining units consisted of its Oaxaca Mining unit in Mexico and its Nevada Mining unit in the U.S.A. Each mining unit differs in jurisdiction, scale, processing facilities, and mine type. Separate strategic business plans are warranted for each mining unit going forward to best allow each unit to grow and add greater value in separate ways than a combined company would allow. The Oaxaca Mining unit plans to deploy more cashflow into operations for organic growth that may allow accretive merger and acquisition opportunities. The Nevada Mining unit targets the expansion of its gold production through the producing Isabella Pearl Mine and its portfolio of mining properties in the pipeline followed by potential future dividends targeting market appreciation through dividend yield. Following completion of the Spin-Off, each company is expected to be well-capitalized with a strong balance sheet, generating strong free cash flow and be well-positioned for future growth while pursuing different strategic business focuses. The potential benefits and the reason we pursued the Spin-Off includes, but are not limited to the following: Allows the Nevada Mining unit to operate as a stand-alone company to employ a separate business strategy to maximize shareholder value. Allocation of capital and cashflow in a more efficient and effective manner for a business strategy targeting future dividends and potential market valuations based on yield. Unlock a value premium for the Nevada Mining unit through recognition of its operating location in one of the world s premier mining jurisdictions. Optimize capital structure for specific business strategy. Allow company to focus on open-pit, heap leach operations in Nevada. The Company s Chief Executive Officer and Chairman of the Board look to replicate the legacy GRC success as a dividend focused, yield play with a tight capital structure. After ramping up production, the Company targets strong, near term cash flow from the Isabella Pearl operation for the exploration and development of the Company s highly prospective property portfolio in Nevada s Walker Lane mineralized trend. The Company plans to explore along the mineralized trend where the Company s Isabella Pearl operation is located and discover and delineate new mineralization on its other properties with the goal of putting additional projects into production. We were formed as a Colorado corporation on August 11, 2020. Our principal executive offices are located at 2886 Carriage Manor Point, Colorado Springs, Colorado 80906. After the Spin-Off we will obtain a new telephone number and email address and we will establish a website. Implications of Being an Emerging Growth Company We qualify as an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012, or "JOBS Act." An Emerging Growth Company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include: a requirement for quarterly and annual reports filed with the U.S. Securities and Exchange Commission ("SEC") to have only two years of audited financial statements and only two years of related management s discussion and analysis; reduced disclosure concerning executive compensation arrangements; exemption from the auditor attestation requirement in the assessment of the emerging growth company s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002; and No non-binding advisory votes on executive compensation or golden parachute arrangements. We have utilized some of these exemptions in this prospectus, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, Section 107 of the JOBS Act provides that an emerging growth company utilize the extended transition period provided in Section 7(a)(2)(b) of the Securities Act of 1933, as amended (the "Securities Act") for complying with new or revised accounting standards. We are choosing to "opt out" of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which annual gross revenue equals or exceeds $1.07 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/FTHM_fathom_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/FTHM_fathom_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/FTHM_fathom_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/FUBO_fubotv-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/FUBO_fubotv-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2930ab426eec98f03ea7a67ce00992e7f8818bda
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/FUBO_fubotv-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1 Risk Factors 10 Cautionary Note Regarding Forward-Looking Statements 36 Industry Data 37 Use of Proceeds 38 Market Price of and Dividends on the Registrant s Common Equity and Related Stockholder Matters 39 Unaudited Pro Forma Combined Financial Information 40 Selected Historical Financial Data of fuboTV Pre-Merger 49 Selected Historical Financial Data of FaceBank Pre-Merger 50 Reconciliation of Non-GAAP Financial Measures and Metrics 51 Management s Discussion and Analysis of Financial Condition and Results of Operations 55 Business 89 Management 98 Executive Compensation 104 Certain Relationships and Related Person Transactions 117 Beneficial Ownership of Securities 122 Selling Shareholders 125 Description of Capital Stock 131 Plan of Distribution 137 Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Our Common Stock 139 Shares Eligible for Future Sale 143 Legal Matters 144 Information Incorporated by Reference 145 Experts 146 Where You Can Find More Information 147 Index to Consolidated Financial Statements F-1 PROSPECTUS SUMMARY This summary highlights certain information appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in our common stock. You should read this entire prospectus carefully, including the information referred to under the headings "Risk Factors" and "Management s Discussion and Analysis of Financial Condition and Results of Operations," and the consolidated financial statements and other information included elsewhere in this prospectus, before making an investment decision. See also the section entitled "Where You Can Find More Information." On April 1, 2020, we acquired fuboTV Inc., a Delaware corporation, or fuboTV Sub, by the merger of fuboTV Acquisition Corp., our wholly-owned subsidiary, with and into fuboTV Sub, which we refer to as the "Merger." Following the Merger, the combined company operates under the name "fuboTV," and our trading symbol is "FUBO." We subsequently changed our name from FaceBank Group, Inc. to "fuboTV Inc.," and we changed the name of fuboTV Sub to "fuboTV Media, Inc." Unless the context otherwise requires, "we," "us," "our," and the "Company" refers to the combined company post-Merger – fuboTV Inc., or fuboTV, and its subsidiaries, including fuboTV Sub. "FaceBank Pre-Merger" refers to our Company and its subsidiaries prior to the closing of the Merger, and "fuboTV Pre-Merger" refers to fuboTV Media Inc. and its subsidiaries prior to the Merger. For more information regarding the Merger, please see "Merger with fuboTV Inc." below. Overview fuboTV is the leading sports-first, live TV streaming platform, offering subscribers access to tens of thousands of live sporting events annually as well as leading news and entertainment content. fuboTV s platform allows customers to access content through streaming devices, and on SmartTVs, mobile phones, tablets and computers. fuboTV Pre-Merger launched in 2015 and today is a leading independent virtual multichannel video programming distributor, or vMVPD, in the United States. fuboTV Pre-Merger closed 2019 with approximately 316,000 paid Subscribers. Over the course of 2019, fuboTV Pre-Merger s paid Subscribers and free trial Users streamed a total of 299 million hours of content on our platform, a 210% increase over 2018. Furthermore, fuboTV Pre-Merger s MAUs are highly engaged and have watched on average 120 hours of content per month during the three months ended September 30, 2020. We offer subscribers a live TV streaming service, priced at $59.99 per month, with the option to purchase add-ons and features best suited to their preferences. Our base plan includes a broad mix of 100+ channels, including 43 of the top 50 Nielsen-ranked networks (among adults aged 18-49), across sports, news and entertainment. In the summer of 2020, we enhanced our sports-centric offering with the addition of ESPN and ABC as well as other top programming from Disney. We currently provide access to over 700 local TV channels covering 99% of U.S. households. Our app ranked #1 in last-twelve-months, or LTM, user ratings versus other popular live TV streaming providers in both the Apple App Store and Google Play Store, according to Appbot.com as of November 15, 2020. At the core of our offering is our proprietary technology platform purpose-built for live TV and sports viewership coupled with our first-party data. Our proprietary technology stack has enabled us to regularly offer new features and functionality. For example, we were first to market with vMVPD streaming in 4K resolution. We also offer multi-view on Apple TV, which enables subscribers to watch four live streams simultaneously, as well as the ability to watch select sports content from multiple camera angles. We leverage our data throughout our organization to make data driven decisions on what content we acquire for our users, to influence product design and strategy to drive subscriber engagement and to enhance the capabilities and performance of our advertising platform for our advertising partners. We generate revenue from our subscribers through recurring subscription fees, as well as through premium services and features that we refer to as Attachments (e.g., enhanced Cloud DVR, Family Share plan). In 2019, fuboTV Pre-Merger generated a monthly average revenue per user, or Monthly ARPU, of approximately $54, or $648 annually, an increase of 42% year-over-year, through a combination of subscription and advertising revenue. We believe our premium content and industry-leading consumer experience uniquely position us to rapidly grow our advertising business. We have achieved significant revenue growth in recent years, while systematically driving improvements in our key operating metrics. fuboTV reached 455,080 paid Subscribers on September 30, 2020, which represented a 58% increase from fuboTV Pre-Merger s paid Subscribers on September 30, 2019. fuboTV Pre-Merger s revenues for the year ended December 31, 2019 grew to $146.5 million, an increase of 96% versus fuboTV Pre-Merger s revenues of $74.8 million for the year ended December 31, 2018. fuboTV Pre-Merger s net losses were $129.3 million and $173.7 million for the years ended December 31, 2018 and 2019, respectively. The advertising component to fuboTV Pre-Merger s revenues has been rapidly growing and reached $12.5 million (8% of fuboTV Pre-Merger s total revenues) for the year ended December 31, 2019, up 201% from the year ended December 31, 2018. Growth in advertising revenue is a key driver of our monetization strategy. We achieved revenue of $112.7 million for the nine months ended September 30, 2020 and net loss of $404.0 million for the same period, which included a $236.7 million impairment of Facebank Pre-Merger goodwill and intangible assets. The advertising component of our revenues reached $11.8 million (10% of our total revenues) for the nine months ended September 30, 2020 (which represented six months of operations for fuboTV post Merger). The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS (Subject to completion) Dated December 10, 2020 68,608,139 Shares of Common Stock by the Selling Shareholders This prospectus relates to the resale from time to time by the selling shareholders named in this prospectus (together with their respective donees, transferees or other successors in interest, referred to as the Selling Shareholders) of up to 68,608,139 shares of our common stock, or the Resale Shares, including (i) 5,298,098 shares of our common stock held by the Selling Shareholders; (ii) 4,626,589 shares of our common stock issuable upon the exercise of warrants to purchase our common stock, or the Resale Warrants, at a weighted average exercise price of $4.65 per share, held by the Selling Shareholders; and (iii) 58,683,452 shares of common stock issuable upon conversion of 29,341,726 shares of Series AA convertible preferred stock, or Series AA Preferred Stock, held by the Selling Shareholders. We will receive proceeds upon the exercise of the Resale Warrants, but we will not receive proceeds from the sale of the underlying shares of common stock issued upon exercise of such Resale Warrants or any Resale Shares being sold by the Selling Shareholders. Our registration of the securities covered by this prospectus does not mean that the Selling Shareholders will offer or sell any of the Resale Shares. The Selling Shareholders may sell the Resale Shares covered by this prospectus in a number of different ways and at varying prices. We provide additional information about how the Selling Shareholders may sell the Resale Shares in the section entitled "Plan of Distribution" beginning on page 137 of this prospectus. 33,687,556 Resale Shares (calculated on the basis of the Series AA converting to Common Stock) registered pursuant to this Registration Statement will not be eligible for sale until the expiration of certain lock-up agreements on December 30, 2020, subject to certain exceptions, and 3,269,231 Resale Shares registered pursuant to this Registration Statement will not be eligible for sale until the expiration of certain lock-up agreements on January 7, 2021, subject to certain exceptions. Our common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol "FUBO." On December 9, the last quoted sale price for our common stock as reported on the NYSE was $29.79 per share. We have two classes of authorized capital stock: common stock and Series AA Preferred Stock. We previously had a class of Series D convertible preferred stock, of which we redeemed the remaining outstanding shares on September 2, 2020. Any references to previously outstanding shares of our Series D convertible preferred stock are referred to as the Series D Preferred Stock. The rights of the holders of common stock and Series AA Preferred Stock are identical, except for voting and conversion rights. Each share of common stock is entitled to one vote. Each share of Series AA Preferred Stock is entitled to 0.8 votes and is convertible into two (2) shares of common stock following the sale of such share of Series AA Preferred Stock on an arms -length basis either pursuant to Rule 144 under the Securities Act of 1933, as amended (referred to as the Securities Act), or pursuant to an effective registration statement under the Securities Act, provided that such sale is conditioned on the applicable holder of Series AA Preferred Stock executing and delivering to us documentation reasonably requested by us in connection therewith and as is reasonably necessary to effectuate such transfer. We are a "smaller reporting company" as defined under the federal securities laws and, as such, we may continue to elect to comply with certain reduced public company reporting requirements in future reports. Certain implications of being a "smaller reporting company" are described on page 4 of this prospectus. Investing in our common stock involves a high degree of risk. These risks are described under the caption "Risk Factors" that begins on page 10 of this prospectus. Neither the United States Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of the common stock that may be offered under this prospectus, nor have any of these regulatory authorities determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Prospectus dated , 2020. ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus or contained in any prospectus supplement or free writing prospectus filed with the Securities and Exchange Commission, or the SEC. Neither we nor the selling shareholders have authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the SEC. The selling shareholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. You should assume that the information appearing in this prospectus, the applicable prospectus supplement and any related free writing prospectus is accurate only as of the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates. For investors outside the United States: Neither we nor the selling shareholders have done anything that would permit this offering or possession or distribution of this prospectus, any prospectus supplement or free writing prospectus filed with the SEC, in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus, any prospectus supplement or free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus, any prospectus supplement or free writing prospectus outside the United States. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under "Where You Can Find More Information." Industry Overview Streaming services have experienced rapid growth in adoption as consumers engage with streaming video and audio through a variety of devices, including connected TVs, mobile phones, and tablets. According to a Parks Associates survey, as of March 2020, 76% of all U.S. broadband households have at least some form of OTT video service subscription. Furthermore, as of April 2020, 58% of connected TV viewing households still had subscriptions to cable and/or satellite, according to Comscore OTT Intelligence, which we believe is supported by the lack of streaming news and sports content. Despite the early adoption of OTT video streaming services, which are largely focused on entertainment content, streaming only accounts for 18% of total TV viewing hours based on a last 3-month average in April 2020. Traditional live TV accounts for the majority of TV viewing hours for U.S. households, however, the proportion is declining as customers continue cutting the cord. We believe consumers are increasingly favoring the superior customer experience, lower cost and better value of streaming services. As stated in a February 2020 eMarketer report, cord-cutting and cord-never U.S. households are expected to reach 49 million in 2020. Sports and news content have been a key driver for pay TV operators to retain and grow audiences. Most streaming subscription services have primarily focused on entertainment content offerings, requiring sports fans to, until recently, remain tethered to the pay TV ecosystem. According to a December 2019 MoffettNathanson report, 60% of U.S. pay TV households consume sports on a regular basis and about 90% of sports and news consuming households continue to subscribe to pay TV. We believe this creates a significant opportunity to provide a pay TV replacement service via streaming that also features an enhanced live sports and news viewing experience. Our Market Opportunity Offering Subscribers a broad content offering, focused on sports as well as news and entertainment content, allows us to address three large markets in transition. These opportunities include traditional cable or satellite subscribers adopting streaming, traditional linear TV advertisers reallocating their budgets to reach digital audiences, and adjacent opportunities, like sports wagering (which we intend to implement), that complement a sports-first streaming content offering. The rapid shift to TV streaming has disrupted the traditional cable TV and satellite distribution model, creating new options for consumers and new opportunities for broadcasters and advertisers to distribute their content and reach audiences, respectively. The number of cord-cutting and cord-never households continues to accelerate in the U.S., as cable and satellite subscribers increasingly favor the streaming experience. We believe this creates significant opportunities for vMVPDs to address the $84 billion U.S. and $226 billion global pay TV services market (as of 2019), according to an April 2020 Grand View Research report. U.S. traditional linear TV advertising spending was approximately $61 billion in 2019 and is expected to decrease by 10% in 2020 to approximately $54 billion, according to a June 2020 MAGNA report. Meanwhile, U.S. digital advertising spend was approximately $127 billion in 2019 and is expected to grow by 3% to reach approximately $130 billion in 2020. As consumers continue to spend more time streaming content, we believe advertisers will allocate dollars away from traditional TV advertising and towards advertising on streaming services. Streaming platforms also enable new opportunities including online subscriptions, eCommerce transactions, and other services. We believe our sports-first product offering is particularly well suited to one day facilitate sports wagering services as a natural extension of our premium sports content. Sports wagering is a rapidly growing and large opportunity. According to Zion Market Research, the global sports betting market is expected to reach approximately $155 billion by 2024. Our Business Model Our business model is "come for the sports, stay for the entertainment." This translates to leveraging sporting events to acquire Subscribers at lower acquisition costs, given the built-in demand for sports. We then leverage our technology and data to drive higher engagement and induce retentive behaviors such as favoriting channels, recording shows, and increasing discovery through our proprietary machine learning recommendations engine. Next, we look to monetize our growing base of highly engaged subscribers by driving higher average revenue per user (ARPU). We drive our business model with three core strategies: Grow our paid subscriber base Optimize engagement and retention Increase monetization GLOSSARY OF KEY METRICS AND NON-GAAP MEASURES On April 1, 2020, we acquired fuboTV Inc., a Delaware corporation, or fuboTV Sub, by the merger of fuboTV Acquisition Corp., our wholly-owned subsidiary, with and into fuboTV Sub, which we refer to as the "Merger." We subsequently changed our name from "FaceBank Group, Inc." to "fuboTV Inc.", and we changed the name of fuboTV Sub to "fuboTV Media Inc." Following the Merger, the combined company operates under the name "fuboTV," and our trading symbol is "FUBO." For purposes of this Glossary, and when the key metrics and measures contained herein are used throughout this prospectus, these metrics are specific to fuboTV Sub and its subsidiaries for the period prior to the Merger, also referred to as "fuboTV Pre-Merger," and fuboTV following the Merger. The following are metrics specific to fuboTV Pre-Merger and to the combined company post-Merger. Below please find a glossary of terms we use throughout this prospectus, including certain non-GAAP measures. We have historically monitored the following key subscriber and subscription, engagement and financial metrics for fuboTV Pre-Merger, and continue to monitor them for fuboTV after the Merger, to help us evaluate growth trends, establish budgets and assess operational performance. In addition to our results determined in accordance with U.S. generally accepted accounting principles, or GAAP, we believe the following non-GAAP and operational measures are useful in evaluating the performance of our business historically and on a go-forward basis. All of our metrics are measured by account and by primary holder as there may be multiple household members who could be accessing one account. Subscriber and Subscription Metrics Subscribers Subscribers are accounts that have completed registration with fuboTV and have activated a payment method, from which fuboTV has collected payment in the month ending the relevant period. Subscribers are paying accounts for fuboTV, not the number of individuals viewing content on fuboTV. Users Users are unique account holders with access to the product, whether that be through a paid subscription (a Subscriber) or a trial/free account. Attachments Attachments are incremental add-ons sold on top of the base subscription. Attach Rate The Attach Rate represents the total number of Attachments at the end of the period divided by the number of Subscribers at the end of the period. Gross Paid Subscriber Additions Gross Paid Subscriber Additions for a given period represents the total number of first-time Subscribers in that period. Our Offerings Our offerings are designed to address the needs of the parties in the TV streaming ecosystem. Subscribers We offer consumers a leading live TV streaming platform for sports, news, and entertainment. We provide basic plans with the flexibility for consumers to purchase the add-ons and features best suited for them. Our base plan, fubo Standard, includes 100+ channels, including 43 of the top 50 Nielsen-rated networks (among adults aged 18-49 in the primetime viewing time), dozens of sports and news channels and some of the most popular entertainment channels on television. Subscribers have the option to add premium channels and additional channel packages, as well as upgrade Attachments such as more DVR storage with Cloud DVR Plus and additional simultaneous streams with Family Share. Advertisers We believe our leading, independent live TV streaming platform offers a unique opportunity to advertisers. As more households are cutting the cord and traditional linear TV viewers continue to decline, advertisers are increasingly focusing on OTT platforms to reach consumers. fuboTV s sports-first live TV platform offers a growing and increasingly valuable live audience and provides un-skippable ad inventory on high-quality content. We believe our growing subscriber base and increasing household viewing hours will make the platform highly attractive to many advertisers. Advertisers also benefit from combining traditional TV advertising formats with the advantages of digital advertising in measurability, relevancy and interactivity. Content Providers fuboTV s TV streaming platform creates the opportunity for content providers to monetize and distribute their content to our highly engaged viewers. In doing so, content providers are expanding their audiences, which have shrunk on traditional TV because of ongoing cord-cutting. By aggregating a broad variety of content to deliver a comprehensive offering on our platform, we believe fuboTV is able to provide greater value and a superior experience to subscribers than content providers would otherwise be able to deliver independently. Furthermore, our data-driven platform enables us to capture key insights on consumer behavior and preferences, which are increasingly valuable to content providers. Our Competitive Strengths We believe that fuboTV Pre-Merger s revenue and subscriber growth are a result of the following competitive strengths: Comprehensive Sports, News & Entertainment Offering. While we continue to attract consumers with our extensive premium sports content, we believe our increasingly broad and deep news and entertainment content offerings enhances total viewership and retention of our users as a pay TV replacement. We believe we will continue to optimize our content offering by identifying and executing strategic deals that best suit our consumers preferences. Delivering Significant Value to Our Subscribers. We seek to provide a flexible product offering, delivering leading bundles for consumers that best meet their target price point. fuboTV s base package is less expensive than traditional cable or satellite options and includes a broad array of 100+ channels across sports, news and entertainment. Proprietary Technology and First-Party Data. Because we design, develop and operate all core segments of our platform, we are able to capture and analyze how our subscribers engage our offering. These unique data insights allow us to better understand and continually adjust our product and strategy to better meet the needs of our subscribers. Intuitive User Experience. We are continuing to innovate to give subscribers a premium viewing experience that they are unable to find with cable TV and are regularly first-to-market with new product features. Our product is highly customizable and provides an optimized experience for personalized live streaming, including capabilities such as unique user profiles, multiple angle and screen viewing for sports, favorites lists, a dynamic recommendation engine and Cloud DVR offerings. Efficiency of Cloud-based OTT model. fuboTV s capital-efficient cloud-based OTT model doesn t require us to devote capex to procuring, maintaining inventory of and delivering superfluous, and often outdated, proprietary set-top boxes to customers that do not want or need them. Furthermore, our proprietary technology infrastructure is highly scalable, which we expect to provide ongoing cost and margin advantages as we grow. Engagement Metrics Monthly Active Users (MAUs) Monthly Active Users (MAUs) represent the total count of Subscribers that have consumed content for greater than 10 seconds in the 30-days preceding the period-end indicated. Daily Active Users (DAUs) Daily Active Users (DAUs) represent the Subscribers who have each streamed greater than 10 seconds on a given day. Content Hours Content Hours represent the sum of total hours of content watched on the fuboTV platform for a given period (inclusive of Users on a free trial). Monthly Content Hours Watched per MAU Monthly Content Hours per MAU represents the total Content Hours viewed by MAUs in a given month divided by the number of MAUs in the period. Channels Watched per MAU Channels Watched per MAU represents the total number of channels per MAU watched for more than 10 seconds in a given period divided by the MAUs in the period. Programs per MAU Programs per MAU represents the average number of programs per MAU watched for more than 10 seconds in a given period. Percentage of Non-Sports Content Hours Percentage of Non-Sports Content Hours represents the percentage of Content Hours that are news or entertainment in the indicated period. Financial Metrics Adjusted EBITDA Adjusted EBITDA is net income (loss) calculated in accordance with GAAP plus: (i) interest expense (income); (ii) income tax expense; (iii) depreciation; (iv) amortization; (v) stock-based compensation; (vi) one-time non-cash operating expenses; and (vii) other income (expenses). Average Revenue per User (ARPU) Average Revenue per User (ARPU) represents Platform Bookings in the period divided by the average number of daily Subscribers in such period. Monthly Average Revenue per User (Monthly ARPU) Monthly Average Revenue per User (Monthly ARPU) represents Platform Bookings in the period divided by the average number of daily Subscribers in such period, divided by the number of months in the period. Our Growth Strategy We believe that we are in the early stages of our growth and that we are at an inflection point in the TV industry where streaming has begun to surpass traditional linear TV in several key areas, including content choice, ease of access and use across devices, and cost savings to consumers. We have identified potential growth opportunities, both in current markets and adjacent markets, that provide additional upside to our business model. The key elements to our growth strategy include: Continue to grow our subscriber base Upsell and retain existing subscribers Grow advertising inventory Continuing to enhance our content portfolio Continue to invest in our technology and data capabilities Enter adjacent markets, including wagering Expand internationally Our Virtual Entertainment Portfolio and Technology We believe FaceBank Pre-Merger s human animation and digital likeness technologies, which have allowed us to secure revenue sharing relationships with globally-recognized celebrities, represent an opportunity to offer innovative new forms of entertainment content to our Subscribers and to consumers at large. Our announcement of plans to develop a new form of pay-per-view sports entertainment, featuring , ' ': Virtual Mayweather competing in simulated championship-style fights against other historically significant champion boxers provides an example of the types of future-form content that we believe will be attractive to fuboTV consumers. Following the Merger, we expect our technology-driven intellectual property business model, featuring the IP sharing relationships with leading celebrities, to leverage our content delivery platform for traditional and future-form content. Risk Factors Investing in our common stock involves risk. You should carefully consider all the information in this prospectus prior to investing in our common stock. These risks are discussed more fully in the section entitled "Risk Factors" immediately following this prospectus summary. Some of these risks and uncertainties include, but are not limited to, the following: We have incurred operating losses in the past, expect to incur operating losses in the future and may never achieve or maintain profitability. We will require additional capital to meet our financial obligations and support planned business growth, and this capital might not be available to us on acceptable terms or at all. We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which could lead investors to lose confidence in the accuracy and completeness of our financial reports. Our actual operating results may differ significantly from our guidance. TV streaming is highly competitive and many companies, including large technology and entertainment companies, TV brands, and service operators, are actively focusing on this industry. If we fail to differentiate ourselves and compete successfully with these companies, it will be difficult for us to attract or retain subscribers and our business will be harmed. The long-term and fixed cost nature of certain of our content commitments may limit our operating flexibility and could adversely affect our liquidity and results of operations. Our revenue and gross profit are subject to seasonality, and if subscriber behavior during certain seasons falls below our expectations, our business may be harmed. The recent COVID-19 pandemic and the global attempt to contain it may harm our industry, business, results of operations and ability to raise additional capital. Merger with fuboTV Sub On April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation, or Merger Sub, and our wholly-owned subsidiary merged with and into fuboTV Inc., a Delaware corporation, or "fuboTV Sub," whereby fuboTV Sub continued as the surviving corporation and became our wholly-owned subsidiary pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020, or the Merger Agreement, by and among us, Merger Sub and fuboTV Sub. Following the Merger, we changed our name from "FaceBank Group, Inc." to "fuboTV Inc.," and we changed the name of fuboTV Sub to "fuboTV Media, Inc." The combined company operates under the name "fuboTV," and our trading symbol is "FUBO." In accordance with the terms of the Merger Agreement, at the effective time of the Merger, or the Effective Time, all of the capital stock of fuboTV Sub was converted into the right to receive shares of our newly-created class of Series AA Convertible Preferred Stock, par value $0.0001 per share, or the Series AA Preferred Stock. Each share of Series AA Preferred Stock is entitled to 0.8 votes per preferred share and is convertible into two (2) shares of our common stock following the sale of such share of Series AA Preferred Stock on an arms -length basis either pursuant to Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act, provided that such sale is conditioned on the applicable holder of Series AA Preferred Stock executing and delivering to us documentation reasonably requested by us in connection therewith and as is reasonably necessary to effectuate such transfer. See "Description of Capital Stock—Series AA Preferred Stock" for more information. Implications of Being a Smaller Reporting Company We are a "smaller reporting company" and will remain a smaller reporting company while either (i) the market value of our stock held by non-affiliates was less than $250 million as of the last business day of our most recently completed second fiscal quarter or (ii) our annual revenue was less than $100 million during our most recently completed fiscal year and the market value of our stock held by non-affiliates was less than $700 million as of the last business day of our most recently completed second fiscal quarter. We intend to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies, such as reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements. For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies. Corporate Information We were incorporated in 2009 under the laws of the State of Florida under the name York Entertainment, Inc. On September 30, 2019, our name was changed to FaceBank Group, Inc. On August 10, 2020, our name was changed to fuboTV Inc. fuboTV Sub was incorporated in 2014 as a Delaware corporation. Following the Merger, we operate our business under the name "fuboTV." Our headquarters are located at 1330 Avenue of the Americas, New York, NY 10019, and our telephone number is (212) 672-0055. You can access our websites, including historical financial information pertaining to fuboTV Pre-Merger, at https://fubo.tv, https://ir.fubo.tv, https://facebankgroup.com and https://ir.facebankgroup.com. Information contained on our websites is not part of this prospectus or the registration statement of which it forms a part and is not incorporated by reference in this prospectus or the registration statement of which it forms a part. Monthly Subscription Average Revenue per User (Monthly Subscription ARPU) Monthly Subscription Average Revenue per User (Monthly Subscription ARPU) represents subscription revenues collected in the period divided by the average number of daily Subscribers in such period, divided by the number of months in the period. Monthly Ad Average Revenue per User (Monthly Ad ARPU) Monthly Ad Average Revenue per User (Monthly Ad ARPU) represents advertising revenues collected in a given period divided by the average number of daily Subscribers in the period, divided by the number of months in the period. Subscriber Acquisition Cost (SAC) Subscriber Acquisition Cost (SAC) reflects total GAAP sales and marketing expenses less headcount related to sales and marketing spend for a given period divided by Gross Paid Subscriber Additions for the same period. Number of Months Payback of SAC Number of Months Payback of SAC is defined as SAC for Subscribers in the period, divided by the Adjusted Contribution Margin per Subscriber in the same period. Average Cost per User (ACPU) Average Cost Per User (ACPU) represents Variable COGS per Subscriber. Variable COGS Variable COGS represents GAAP subscriber related expenses, payment processing for deferred revenue (current period), in-app billing, or IAB, fees for deferred revenue (current period), less minimum guarantees expensed, payment processing for deferred revenue, IAB fees for deferred revenue and other subscriber related expenses. Adjusted Contribution Adjusted Contribution represents Platform Bookings minus Variable COGS. Adjusted Contribution Margin Adjusted Contribution Margin represents Platform Bookings minus Variable COGS divided by Platform Bookings. Platform Bookings Platform Bookings represent GAAP revenue less other revenue for a given period, less revenue recognized from deferred revenue related to the last month of the prior period, plus deferred revenue related to the last month of the current period. Lifetime Value (LTV) Lifetime Value (LTV) represents the cumulative monthly Adjusted Contribution Margin per Subscriber, starting from the indicated date over the subsequent time period. If the indicated time period includes months after June 2020, the monthly Average Contribution Margin figures for those months are projections. See "Reconciliation of Non-GAAP Metrics" for more information and reconciliations of ACPU, ARPU Adjusted Contribution, Adjusted Contribution Margin, Adjusted EBITDA, Platform Bookings, SAC and Variable COGS to the most directly comparable financial measures calculated and presented in accordance with GAAP. THE OFFERING Shares of common stock to be resold from time to time by the Selling Shareholders (including the shares to be issued by us upon exercise of the Resale Warrants and upon conversion of the Series AA Preferred Stock held by the Selling Shareholders) 68,608,139 shares. Shares of common stock outstanding 67,495,090 shares prior to any exercise of the Resale Warrants. 72,121,679 shares after giving effect to the exercise of all of the outstanding Resale Warrants. 130,805,131 shares after giving effect to the conversion of all Series AA Preferred Stock held by the Selling Shareholders. Total shares of Series AA Preferred Stock outstanding, or total shares of common stock to be outstanding from the conversion of Series AA Preferred Stock assuming conversion of all Series AA Preferred Stock 32,116,018 shares of Series AA Preferred Stock (or 64,232,036 shares of common stock on an as-converted basis) prior to any sales by the Selling Shareholders. 2,774,292 shares of Series AA Preferred Stock (or 5,548,584 shares of common stock on an as-converted basis) after giving effect to the conversion of all Series AA Preferred Stock held by the Selling Shareholders. Use of proceeds We will not receive any proceeds from the sale of shares of common stock by the Selling Shareholders. We will receive up to an aggregate of approximately $21.5 million from the exercise of the Resale Warrants, assuming the exercise in full of the Resale Warrants for cash. See "Use of Proceeds." NYSE symbol "FUBO." Voting and Conversion Rights The rights of the holders of common stock and Series AA Preferred Stock are identical, except for voting and conversion rights. Each share of common stock is entitled to one vote. Each share of Series AA Preferred Stock is entitled to 0.8 votes and is convertible into two (2) shares of common stock following the sale of such share of Series AA Preferred Stock on an arms -length basis either pursuant to Rule 144 under the Securities Act of 1933, as amended (referred to as the Securities Act), or pursuant to an effective registration statement under the Securities Act, provided that such sale is conditioned on the applicable holder of Series AA Preferred Stock executing and delivering to us documentation reasonably requested by us in connection therewith and as is reasonably necessary to effectuate such transfer. Risk factors See
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/FULC_fulcrum_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/FULC_fulcrum_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/FULC_fulcrum_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/FVRR_fiverr_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/FVRR_fiverr_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fa3206c5271ba67385769480b9a4554b35eb0b05
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/FVRR_fiverr_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before deciding to invest in our ordinary shares. You should read the entire prospectus carefully, including the "Risk factors," "Business," and "Management's discussion and analysis of financial condition and results of operations" sections and our consolidated financial statements and notes to those consolidated financial statements before making an investment decision. Business overview Our mission is to change how the world works together. We started with the simple idea that people should be able to buy and sell digital services in the same fashion as physical goods on an e-commerce platform. On that basis, we set out to design a digital marketplace that is built with a comprehensive SKU-like services catalog and an efficient search, find and order process that mirrors a typical e-commerce transaction. We believe our model reduces friction and uncertainties for both buyers and sellers. At the foundation of our core platform, Fiverr.com, lies an expansive catalog with over 300 categories of productized service listings, which we coined as Gigs. Each Gig has a clearly defined scope, duration and price, along with buyer-generated reviews. Using either our search or navigation tools, buyers can easily find and purchase productized services, such as logo design, video creation and editing, website development and blog writing, with prices ranging from $5 to thousands of dollars. We call this the Service-as-a-Product ("SaaP") model. Our approach fundamentally transforms the traditional freelancer staffing model into an e-commerce-like experience. In the year ended December 31, 2019, our platform enabled $401.0 million of GMV from 2.4 million active buyers. Our business of enabling freelance work is deeply connected to the opportunities that technology has enabled in the modern economy. While businesses want frictionless and seamless access to a global pool of talent, individuals increasingly want to choose where they work, when they work and what they do for work. Our platform was designed to serve these needs. Our buyers include businesses of all sizes, while our sellers are a diverse group of freelancers and small businesses from over 160 countries who tap into our core platform to earn their full-time living or augment their income. As a marketplace, we succeed when our buyers and sellers succeed. We designed our platform to make it easy for our buyers to find and purchase the digital services they are looking for without time-consuming negotiations or uncertainty of pricing, while offering them what we believe to be the best value for their money. At the same time, we enable our sellers to reach a large buyer universe, allowing them to spend more time on doing what they love and are best at, rather than on demand generation, contract negotiation, payment collection and other requirements of running a digital services business. We also offer a variety of value-added products to further complement our buyers and sellers' needs, including And.Co, a platform for online back office services to assist freelancers with invoicing, contracts and task management, Fiverr Learn, an online learning platform with original course content in categories such as graphic design, branding, digital marketing and copywriting, and ClearVoice, a subscription based content marketing platform for medium to large businesses. Technology is at the core of everything we do. Our proprietary machine learning algorithms, together with our dataset on profiling, transaction and user behavior, which rapidly grows with increasing buyer and seller engagement, enable us to personalize our user experience, improve quality and provide a more robust Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents About this prospectus Except where the context otherwise requires or where otherwise indicated, the terms "Fiverr," the "Company," "we," "us," "our company" and "our business" refer to Fiverr International Ltd., together with its consolidated subsidiaries as a consolidated entity. On June 17, 2019, we completed the initial public offering of our ordinary shares (our "IPO"). Basis of presentation Our financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). We present our consolidated financial statements in U.S. dollars. Our fiscal year ends on December 31 of each year. References to fiscal 2017 and 2017 are references to the fiscal year ended December 31, 2017, references to fiscal 2018 and 2018 are references to the fiscal year ended December 31, 2018, and references to fiscal 2019 and 2019 are references to the fiscal year ended December 31, 2019. Some amounts in this prospectus may not total due to rounding. All percentages have been calculated using unrounded amounts. Throughout this prospectus, we provide a number of key performance indicators used by our management and often used by competitors in our industry. These and other key performance indicators are discussed in more detail in the section entitled "Management's discussion and analysis of financial condition and results of operations Key financial and operating metrics." We define certain terms used in this prospectus as follows: "Active buyers" as of any given date means buyers who have ordered a Gig or other services on our platform within the last 12-month period, irrespective of cancellations. "Buyers" means users who order Gigs or other services on our platform. "Gig" or "Gigs" means the services offered on our platform. "Gross Merchandise Value" or "GMV" means the total value of transactions ordered through our platform, excluding value added tax, goods and services tax, service chargebacks and refunds. "Sellers" or "freelancers" means users who offer Gigs on our core platform. "Spend per buyer" as of any given date is calculated by dividing our GMV within the last 12-month period by the number of active buyers as of such date. "Take rate" for a given period means revenue for such period divided by GMV for such period. When we refer in this prospectus to a specific number of buyers or sellers, this represents unique buyers or sellers, as appropriate, who transact on our platform. We refer to Fiverr.com as our core platform and Fiverr.com in addition to And.Co and ClearVoice, which were acquired in January 2018 and in February 2019, respectively, and Fiverr Learn as our platform. And.Co is a platform for online back office services to assist freelancers with invoicing, contracts and task management, ClearVoice is a subscription based content marketing platform for medium to large businesses, and Fiverr Learn is an online learning platform with original course content in categories such as graphic design, branding, digital marketing and copywriting. Table of Contents ecosystem. We are focused on constant innovation and have designed our platform such that we can continuously enhance the value we deliver to our buyers and sellers. We generate revenue primarily through transaction fees and service fees. We have achieved significant growth and scale since inception. On each transaction ordered through our platform, we collect total transaction value plus the service fee from the buyer. Upon completion of the order, we then transfer the transaction value less the transaction fee to the seller. In the three months ended March 31, 2020 and 2019, our revenue was $34.2 million and $23.8 million, respectively, a 44% increase, and we incurred net losses of $6.2 million and $8.3 million, respectively. In the years ended December 31, 2019, 2018 and 2017, our revenue was $107.1 million, $75.5 million and $52.1 million, respectively, a 42% and 45% increase, respectively. In the same periods, we incurred net losses of $33.5 million, $36.1 million and $19.3 million, respectively. Geographically, the substantial majority of our revenue is generated from buyers in English speaking countries. For the twelve months ended March 31, 2020, approximately 68% of our core platform revenue was generated from Gigs purchased by buyers located in the United States, the United Kingdom, Canada, Australia and New Zealand, compared to approximately 70% of our core platform revenue for the years ended December 31, 2019, 2018 and 2017. As we continue to expand our platform to include additional languages, we expect to deepen our penetration into Western Europe, Asia Pacific and Latin America, and the geographic mix of our revenue could therefore change over time. Our market opportunity The global market for freelancers is large and increasing in size and diversity. We believe the following trends and drivers will continue to shape the future of the freelance industry: Increasing adoption of freelance work by businesses of all sizes Do-it-for-me movement. Professionals are increasingly willing to spend money to save time. They hire others with the right skills to do things for them and value convenience, speed and a frictionless on-demand experience while getting the best value for money. Adapting to evolving talent landscape. Companies of all sizes are looking to benefit from the availability of reliable temporary skilled workers. The increase of available freelance workers coupled with technology-based communications and other tools allows them to find talent more easily and cost effectively than ever before. Employees are increasingly empowered to make their own purchase decisions. When it comes to the adoption of technology and business tools or the utilization of freelance work, employees are increasingly empowered to make their own purchase decisions in order to drive productivity and efficiency within their organizations. Mindset shift of the workforce The modern workforce values flexibility and choice. People increasingly want to choose where they work, when they work and what they do for work. This has contributed to a large increase in "independent work." According to the McKinsey Independent Work Study, up to 162 million people in the United States and Europe were engaged in "independent work" in 2016. Technology enables convenient and efficient remote collaboration. From cloud-based file sharing tools to a wide range of collaboration software, from co-working spaces to remote video conferencing systems, technology has made it easier for people to work together across different physical locations. Fiverr International Ltd. (Exact Name of Registrant as Specified in its Charter) Table of Contents Market and industry data Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position is based on a variety of sources, including a 2016 McKinsey study "Independent Work Choice: Necessity, and the Gig Economy" (the "McKinsey Independent Work Study"), information from other independent industry analysts and publications, as well as our own estimates and research. Our estimates are derived from publicly available information released by third-party sources, as well as data from our internal research, which we believe to be reasonable. None of the independent industry publications used in this prospectus were prepared on our behalf. Trademarks We have proprietary rights to trademarks used in this prospectus that are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the " " or " " symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies' trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing in this prospectus is the property of its respective holder. Table of Contents Notwithstanding these trends, both businesses and freelancers have traditionally faced significant challenges: For businesses: Finding the right talent can be difficult and costly. Reference and trust are uncertain. Negotiating price, scope of work and terms is time consuming and inefficient. For freelancers: Finding jobs is not easy. Winning a job is even harder. Payment is uncertain. We expect adoption of freelance work by businesses to increase as online solutions, such as our platform, alleviate these traditional challenges. We estimate our total market opportunity within the United States alone to be approximately $100 billion. We derived our estimate based on the latest U.S. Census Bureau Nonemployer Statistics ("NES") data, which includes income data of all U.S. businesses that have no paid employees and are subject to federal income tax, which we believe provides a good proxy for total freelancer income in the United States, filtered by categories most relevant to our marketplace. We believe that our opportunity outside the United States is even larger than our opportunity within the United States given the overall size of global markets outside the United States. Who we serve The Fiverr core platform is built with a comprehensive SKU-like services catalog and an efficient search, find and order process that mirrors a typical e-commerce transaction. Our buyers Our buyers include businesses of all sizes and from various industries. We engage and grow our buyer base organically and through thoughtful performance and brand marketing, all without a direct sales force. During the twelve months ended March 31, 2020, we served 2.5 million active buyers from over 160 countries across the globe, up from 2.1 million active buyers during the twelve months ended March 31, 2019. Our value proposition to buyers Value for money. We provide what we believe to be the best value for money for our buyers by alleviating frictions and inefficiencies in the value chain. Our expansive digital services catalog enables us to offer sophisticated browsing and filtering functions. We believe that this results in a lower time-to-hire for buyers compared to traditional offline hiring platforms, saving buyers valuable time. Access to an expansive catalog of digital services. Our catalog of digital services has over 300 categories and continues to grow and evolve. Prices can range from $5 to thousands of dollars, depending on the scope and perceived quality of each individual Gig. We continue to develop both the breadth and depth of our catalog in order to provide our buyers with access to the services they need. Access to a diverse pool of freelancers. We provide instant access to hundreds of thousands of freelancers with a broad set of skills. Using Fiverr, buyers can easily connect with these freelancers and get a broad range of digitally delivered services executed quickly and efficiently. Not Applicable (Translation of Registrant's Name into English) Table of Contents Transparency and certainty of price, scope of work and quality. Our SaaP model enables transparency and certainty when it comes to cost, duration and scope. Our buyer-driven rating system provides a transparent quality rating mechanism for every Gig, helping buyers make informed purchasing decisions. This system ensures that our buyers have added peace of mind with every purchase. Trusted brand for customer service. We are relentlessly focused on providing quality customer service as we seek to drive repeat purchase behavior. Our dispute resolution technology enables us to flag issues in a timely manner and to guide users to a solution, whether that solution is our self-service support portal or intervention by our customer support team. Our sellers Our sellers are a diverse group of freelancers who we believe value the flexibility and financial opportunity our core platform provides. They range from individuals who use our core platform to earn their full-time living to those who augment their income. Our value proposition to sellers Maximize project pipeline. Sellers on our core platform do not need to bid to win a project. Instead, they list the service on our core platform with a well-defined scope, duration and price, and our proprietary technology directly matches them with buyers who are looking for the service they provide. As a result, sellers can list their Gigs on our core platform and focus on the work they love doing while maximizing their earning potential. Flexibility and control. People increasingly want to choose where they work, when they work and what they do for work. Our core platform embraces habitual changes in the workforce and provides freelancers with the ability to find work and offer their services from anywhere in the world at any point in time. Frictionless payment processing. Getting paid on time after project completion has historically been an uncertain and time-consuming process for sellers. We eliminate this friction by working with third-party agents to collect the funds from the buyer at the time of purchase and timely release them to the seller upon project completion. Credentialed storefront. We enable our sellers to professionally showcase their services to buyers, establish a track record, develop a buyer base and build a professional reputation on our core platform. Our online seller forum, offline community events and Fiverr Learn, our e-learning platform, provide additional channels for our sellers to further enhance their skills and build their personal brand and digital storefront with us. Business support infrastructure. We provide access to a robust set of technology tools for our sellers that enable them to manage all of the administrative aspects of their business, such as providing standardized contracts, invoicing and payment, financial reporting, marketing and real-time performance feedback. This infrastructure allows our sellers to track their performance and manage their business efficiently. Success management and support. We provide our sellers with a comprehensive suite of onboarding resources, and our online help desk and offline customer support team provide 24/7 support to ensure sellers succeed in all stages of their freelance journey. We take care of the entire buyer engagement, business development and marketing process for our sellers so they simply need to list their Gigs on our core platform and focus on the work they love to maximize their earning potential. For those sellers new to the business, we help them gain access to buyers so that they can quickly start developing their reputation. For the more experienced sellers, we enroll them into the Fiverr Pro program to allow them to build a premium business and gain access to buyers who may be prioritizing a higher quality work product. State of Israel (State or other Jurisdiction of Incorporation or Organization) 7370 (Primary Standard Industrial Classification Code Number) Not Applicable (I.R.S. Employer Identification Number) Fiverr International Ltd. 8 Eliezer Kaplan St, Tel Aviv 6473409, Israel +972-72-2280910 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents Our strengths Horizontal platform at scale. We believe that our approach and global scale provide us with a differentiated and defensible market position. Since inception, we have invested significantly into building our services catalog and attracting users to our marketplace. Today, we facilitate millions of transactions between buyers and sellers across over 300 categories and provide a one-stop shop for digital services. We believe that the breadth and depth of offerings that can be easily searched, found and purchased on our platform coupled with our growing user base provide us with a strong competitive advantage that is difficult to replicate. Powerful network effect. The value we provide to our users has allowed us to build one of the largest networks of buyers and freelancers in the world, generating a powerful network effect. As our buyers complete more transactions successfully, they bring us referrals. As our buyer community grows and our seller support functions deepen, more freelancers with high value skills are attracted to our platform. We help sellers build a business and a reputation that perpetuates their success. Fueled by the growth of our seller base and the related expansion of talent breadth and depth, we are able to expand our catalog of Gigs, further accelerating our value proposition to buyers and thus creating a strong growth flywheel. Scalable Service-as-a-Product marketplace. The productization of services with a SKU-like approach provides buyers with certainty of cost, duration and scope for their projects. Buyers have access to an extensive catalog of Gigs and can compare and filter across parameters including Gig details, reviews and price. Each Gig page contains comments from previous buyers, allowing buyers to easily make decisions based on their needs, budgets and tastes. Our approach therefore allows Gigs to be bought on a much more frequent basis without the inherent frictions of the traditional hourly based model. This allows us to more easily scale our business as supply of and demand for freelancers increases across the globe. Efficient marketing and buyer acquisition. We drive a majority of our buyer acquisition through organic channels, supplemented by efficient performance marketing investments. Our organic buyer growth results from the embedded network effect of our marketplace model and our continued growth in our brand awareness. We continue to diversify and strengthen our performance marketing capabilities and invest in data science technologies to acquire more buyers as well as buyers with higher lifetime value. Advanced seller infrastructure. We provide sellers with tools for every step in a transaction from standardized contracts, expense tracking and time tracking to task management and invoicing. These tools are critical to our sellers' businesses and embed us deeply within their workflow, making Fiverr the central hub to manage all of their transactions. Proprietary technology with deep insights. Our proprietary machine learning technology and expansive data sets allow us to personalize experiences for both buyers and sellers. We strive to anticipate our buyers' future needs based on their buying behavior and provide category and service recommendations. We also provide deep insights to our sellers through sophisticated data analytics and streamlined software tools so that they can effectively manage their business and maximize earnings. Our growth opportunities We intend to grow our business through the following key areas: Bring new buyers to our platform Increase the lifetime value of our buyers Expand our Gig catalog Continue to innovate in technology and value-add services C T Corporation System 28 Liberty Street New York, NY 10005 (212) 894-8940 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Expand our geographical footprint and localization efforts Recent developments COVID-19 While the global crisis resulting from the spread of the recent novel coronavirus ("COVID-19") has not had a material negative impact on our business so far, we cannot estimate the duration or scope of the COVID-19 pandemic. As a result of the COVID-19 pandemic, as near-term measures, we have transitioned many of our employees to remote working arrangements and temporarily closed our offices in the United States and Europe. Due to the uncertainty of COVID-19, we will continue to assess the situation, including abiding by any government-imposed restrictions, market by market. Our business experienced increased volatility in March as the impact of COVID-19 intensified globally, but we were able to quickly rebound and resume growth within a few weeks. Since then, our business has continued to gain momentum across all cohorts, all verticals and in the United States and other countries. We believe the global shelter-in-place restrictions have triggered businesses to invest more into their online presence and individuals to spend more time online, both of which provided tailwinds for us. We believe the resilience of our business during this uncertain time underscores the strength of our business model, the efficiency of our go-to-market strategy and the long-term growth potential of our business. We run a horizontal marketplace with over 300 categories of productized service listings. Our revenue is well diversified across these categories with no single category accounting for more than 15% of core platform revenue. The impact of COVID-19 has pushed certain verticals and categories to be more active than others, although all verticals have rebounded from volatility in March and resumed growth. We have seen categories related to e-commerce, website development, gaming and gaming development, social media tools and online lessons become more popular, while categories such as local SEO or resume writing declined modestly as advertising spend and hiring spend slows for businesses. Our revenue base is also highly diversified across our buyer base. During the twelve months ended March 31, 2020, we had 2.5 million buyers on our platform with no buyer contributing more than 1% of revenue. Since our platform focuses on digital services, many of our buyers use our platform to support or grow their online presence, whether it's content creation, digital marketing, or website development. We do not have buyer concentration in any specific industry. We saw all annual cohorts experience meaningful uplift in recent weeks after a volatile March, underscoring the loyalty and resilience of our buyer base. Our agile, data driven and efficient marketing strategy is another key competitive advantage for us. The fact that we do not need a sales force or a long sales cycle allows us to find, target and acquire relevant buyers in a disciplined and highly efficient way. We have observed an increasing word-of-mouth effect on our marketplace and attractive performance marketing opportunities in recent weeks, both of which helped drive accelerating growth coming out of the volatility in March. While it is premature to predict the ultimate impact of these developments, and while our results for the quarter ended March 31, 2020 were not significantly impacted, we could see adverse impacts of the COVID-19 pandemic beyond March 31, 2020. We are a technology company at our core, and our strong technology and product innovation capabilities allow us to stay agile and resilient through these unprecedented times. We are fortunate that all of our workforce is able to work from home with little impact on their productivity. We believe that we also benefit from a highly transparent, collaborative and agile team culture built over the years that leads to trust, stability, collaboration Copies of all communications, including communications sent to agent for service, should be sent to: Marc D. Jaffe Ian D. Schuman Joshua G. Kiernan Adam J. Gelardi Latham & Watkins LLP 885 Third Avenue New York, New York 10022 Tel: (212) 906-1200 Fax: (212) 751-4864 Itay Frishman Shachar Hadar Miri Shalit Elad Ziv Meitar -- Law Offices 16 Abba Hillel Road Ramat Gan 5250608, Israel Tel: +972 (3) 610-3100 Fax: +972 (3) 610-3111 David J. Goldschmidt Yossi Vebman Ryan J. Dzierniejko Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001 Tel: (212) 735-3000 Fax: (212) 735-2000 Eran Yaniv Sharon Rosen Fischer Behar Chen Well Orion & Co. 3 Daniel Frisch St. Tel Aviv 6473104, Israel Tel: +972 (3) 694-4111 Fax: +972 (3) 609-1116 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Table of Contents and execution even when in-person communications are shut down. Since the start of the COVID-19 pandemic, in addition to delivering our product pipelines on time, we have also prioritized a series of product initiatives that specifically address the needs of our community to help them navigate through this crisis. Select near-term initiatives include: providing our community with an information guide to Federal Relief Loans such as those under the CARES Act, forming a dedicated Help Center for small and medium businesses, hosting virtual community events, partnering with the Freelancer Union to create the Freelancers Relief Fund, and providing access to Fiverr Learn courses on specific topics for free. We believe that our mission of connecting businesses and freelancers around the world and enabling remote work to be transacted digitally has never been more critical. Freelancers are increasingly turning to Fiverr to help them navigate this environment and more businesses are exploring ways to remotely engage with their teams and digitally transact with their customers. As the crisis reinforces and accelerates the trends towards adopting remote work and moving businesses online, we believe our marketplace is well positioned to both address current needs and be a key resource when the economy recovers, allowing us to enhance our position post COVID-19. While the development of the COVID-19 pandemic is uncertain and far from over, we believe we are well positioned for long-term growth for many years ahead.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/GCMGW_gcm_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/GCMGW_gcm_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..53c6849803c0dec775f3c8c87a60f0406c0b3195
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/GCMGW_gcm_prospectus_summary.txt
@@ -0,0 +1 @@
+prospectus summary, that represent challenges that we face in connection with the successful implementation of our strategy and the growth of our business. In particular, the following considerations, among others, may offset our competitive strengths or have a negative effect on our business strategy, which could cause a decline in the price of shares of our Class A common stock or warrants and result in a loss of all or a portion of your investment: The historical performance of our funds should not be considered as indicative of the future results of our operations or any returns expected on an investment in our Class A common stock. Investors in our open-ended, specialized funds may generally redeem their investments in these funds on a periodic basis. Investors in most of our closed-ended, specialized funds may terminate the commitment periods of these funds or otherwise cause our removal as general partner of these funds under certain circumstances. The COVID-19 pandemic has caused severe disruptions in the U.S. and global economies and may adversely impact our business, financial condition and results of operations. Our business and financial condition may be materially adversely impacted by the variable nature of our revenues, and in particular the performance-based aspect of certain of our revenues and cash flows. The industry in which we operate is intensely competitive. If we are unable to compete successfully, our business and financial condition could be adversely affected. 1 Table of Contents A decline in the pace or size of fundraising or investments made by us on behalf of our funds may adversely affect our revenues. We are subject to numerous conflicts of interest that are both inherent to our business and industry and particular to us. Our entitlement to receive carried interest from many of our funds may create an incentive for us to make more speculative investments and determinations on behalf of a fund than would be the case in the absence of such arrangement. Our international operations subject us to numerous risks. Extensive government regulation, compliance failures and changes in law or regulation could adversely affect us. Difficult market, geopolitical and economic conditions can adversely affect our business in many ways, including by reducing the value or performance of the investments made by our funds, reducing the number of high-quality investment managers with whom we may invest, and reducing the ability of our funds to raise or deploy capital. If the investments we make on behalf of our funds perform poorly, we may suffer a decline in our revenues and earnings, and our ability to raise capital for future funds may be materially and adversely affected. The success of our business depends on the identification and availability of suitable investment opportunities for our clients. Corporate Information GCM PubCo was incorporated on July 27, 2020 under the laws of the state of Delaware as a wholly owned subsidiary of GCMH for the purpose of consummating the Business Combination and merging with CFAC, a blank check company incorporated on July 9, 2014 under the laws of the state of Delaware, with GCM PubCo continuing as the surviving entity. Following the Business Combination, GCM PubCo owns all of the equity interests of IntermediateCo, which acts as the general partner of GCMH. Our principal executive offices are located at 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611, and our telephone number is (312) 506-6500. Our website address is www.gcmgrosvenor.com. Information contained on our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only. Emerging Growth Company We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act of 1934, as amended (the Exchange Act )) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can 2 Table of Contents adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of CFAC s initial public offering of units, the base offering of which closed on December 17, 2018, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the prior June 30th; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. 3 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/GDRX_goodrx_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/GDRX_goodrx_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/GDRX_goodrx_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/GEVO_gevo-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/GEVO_gevo-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8b4145149e5cb0e70b5d4b8e3344ce69718425f6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/GEVO_gevo-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should read this entire prospectus carefully, including the documents incorporated by reference herein, including the section entitled Risk Factors included elsewhere in this prospectus, the sections entitled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes thereto, which are incorporated by reference herein. Some of the statements in this prospectus and in the documents incorporated by reference herein, constitute forward-looking statements. See Cautionary Note Regarding Forward-Looking Statements. In this prospectus, unless the context otherwise requires, references to we, us, our, the Company and Gevo refer to Gevo, Inc., a Delaware corporation, and its wholly owned or indirect subsidiaries, and their predecessors. Overview We are a growth-oriented renewable fuels company that is commercializing the next generation of renewable low-carbon liquid transportation fuels with the potential to achieve a net zero greenhouse gas ( GHG ) footprint and address global needs of reducing GHG emissions with sustainable alternatives to petroleum fuels. As next generation renewable fuels, our hydrocarbon transportation fuels have the advantage of being drop-in substitutes for conventional fuels that are derived from crude oil, working seamlessly and without modification in existing fossil-fuel based engines, supply chains and storage infrastructure. In addition to the potential of net zero carbon emissions across the whole fuel life-cycle, our renewable fuels eliminate other pollutants associated with the burning of traditional fossil fuels such as particulates and sulfur, while delivering superior performance. We believe that the world is substantially under-supplied with low-carbon, drop-in renewable fuels that can be immediately used in existing transportation engines and infrastructure, and we are uniquely positioned to grow in serving that demand. Our production processes and fuel products have been proven to work. We use low-carbon, renewable resource-based carbohydrates as raw materials. In the near-term, our feedstocks will primarily consist of non-food corn. As our technology is applied globally, feedstocks can consist of sugar cane, molasses or other cellulosic sugars derived from wood, agricultural residues and waste. Our patented fermentation yeast biocatalyst produces isobutanol, a four-carbon alcohol, via the fermentation of renewable plant biomass carbohydrates. The resulting renewable isobutanol has a variety of direct applications but, more importantly to our fundamental strategy, serves as a building block to make renewable isooctane (which we refer to as renewable premium gasoline) and renewable jet fuel using simple and common chemical conversion processes. We also reduce or eliminate fossil-based process energy inputs by replacing them with renewable energy such as wind-powered electricity and renewable natural gas ( RNG ). Our technology represents a new generation of renewable fuel technology that overcomes the limitations of first-generation biofuels, highlighted by the following: Potential to replace the whole gallon of liquid transportation fuels, including for airplanes, automobiles, boats, trucks and ships of all types, while delivering massively reduced or negative GHG emissions and reducing or eliminating pollutants such as particulates and sulfur, which have been linked to cancer and other human health issues; Drop-in compatibility and performance, without modification to existing vehicles, airplanes and other infrastructure; Scalability as a global and sustainable transportation fuel solution; Potential for a net zero or even negative carbon footprint for our fuel products across the lifecycles and value chains of our products through sustainable or regenerative agriculture practices to reduce the carbon footprint of the carbohydrates used to make our products and the use of renewable energy (such as wind power and biogas) to run our hydrocarbon plants; The production of value-added feed and food products, including protein, bran, and vegetable oil, to help feed the world using sustainably grown corn to make our products; Through our platform fermentation technology, we possess the ability to use carbohydrates from various types of feedstock (including starch, dextrose, sugar, molasses, agricultural residues, and wood), thereby allowing our technology to be used in various economic conditions and taking advantage of raw materials abundant in different parts of the world; TRADEMARKS We use various of our trademarks, including, without limitation, Gevo and GIFT , in this prospectus and the documents incorporated by reference herein. This prospectus includes, and the documents incorporated by reference herein include, trademarks, trade names and service marks that are the property of other organizations. Solely for convenience, trademarks and trade names referred to in this prospectus and the documents incorporated by reference herein appear without the and symbols, but those references are not intended to indicate, in any way, that we or the applicable owner will not assert, to the fullest extent under applicable law, our or its rights to these trademarks and trade names. MARKET AND INDUSTRY DATA Unless otherwise indicated, information contained in this prospectus and the documents incorporated by reference herein concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity, market size and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. This data involves a number of assumptions and limitations. In addition, assumptions and estimates of our and our industry s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in Risk Factors and elsewhere in this prospectus and in the sections entitled Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission (the SEC ) on March 17, 2020 (the 2019 Annual Report ), and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 13, 2020 (the 2020 Q1 Quarterly Report ), each of which is incorporated by reference herein. These and other factors could cause our future performance to differ materially from our assumptions and estimates and those made by third parties. Through our platform alcohols-to-hydrocarbons technology, which converts fermentation alcohols into chemical products, we have developed the ability to produce renewable chemicals such as aroma chemicals, flavorings, para-xylene for use polyester textile fibers and polyethylene terephthalate plastic used in drinking bottles; renewable synthetic rubber; renewable propylene and hydrogen. We expect to license these technologies in the future; and The opportunity to further optimize the performance of our biocatalyst to improve the economics associated with the production of our products. Our Assets Facilities We operate two production facilities. First, we operate a demonstration plant in Silsbee, Texas that was developed and is operated in partnership with South Hampton Resources (the South Hampton Facility ). The South Hampton Facility has a capacity of approximately 100,000 gallons per year of renewable hydrocarbon products, including renewable premium gasoline and renewable jet fuel, that is converted from our renewable isobutanol. Second, we operate a wholly-owned, commercial-scale renewable isobutanol plant in Luverne, Minnesota (the Luverne Facility ), which has a current capacity of approximately 1.5 million gallons per year of isobutanol. Using the proven technologies and experience gained at both the Luverne Facility and the South Hampton Facility, we intend to expand the Luverne Facility to produce substantially increased quantities of isobutanol and to add the production capacity to convert isobutanol into significant quantities of renewable premium gasoline and renewable jet fuel. We are planning to develop two production sites in addition to the Luverne Facility. Renewable fuel capacity under our initial planned expansions is expected to total 60-70 millions of gallons per year. As previously disclosed, production for ethanol and isobutanol operations is currently shut down until further notice. The Luverne Facility expansion is in development and we are evaluating additional production sites. There are many ethanol productions facilities that are available or we expect will become available in the near future. We plan to acquire a site either through outright acquisition, or with a joint venture or partnership. Depending on the facility and design of the ethanol plant that we expect to acquire, we would expect to retrofit or build side by side production. On April 2, 2020, we announced the engagement of Citigroup Global Markets, Inc. to assist us in exploring, among other things, project funding needed for the Luverne Facility expansion, as well as for other production expansion projects, in order to meet the growing, contracted demand for our renewable fuels. Concurrent with this offering, Citigroup is seeking to identify project equity investors consistent with our strategy to use project financing to finance the construction of production facilities to produce our products. Take-or-Pay Contracts We have a growing portfolio of long-term, take-or-pay contracts for our products. As of the date of this prospectus, we have entered into the following contracts, among others: Delta Air Lines. In December 2019, and as subsequently amended in April 2020, we entered into a long-term, take-or-pay purchase agreement with Delta Air Lines, Inc. ( Delta ) pursuant to which we agreed to sell and deliver 10 million gallons per year of renewable jet fuel to Delta, subject to certain conditions and exceptions, including Delta s right to eliminate the take-or-pay requirements in certain circumstances. We expect to supply the renewable jet fuel to Delta upon completion of the proposed expansion of the Luverne Facility (the Expanded Facility ), which we expect to occur by 2023. Scandinavian Airlines System. In October 2019, we entered into a long-term, take-or-pay purchase agreement with Scandinavian Airlines System ( SAS ) pursuant to which we agreed to sell and deliver renewable jet fuel to SAS, subject to certain conditions and exceptions. We expect to supply the renewable jet fuel to SAS upon completion of the Expanded Facility, which we expect to occur by 2023. Air Total. In August 2019, we entered into a take-or-pay purchase agreement with Air Total International, S.A. ( Air Total ) pursuant to which we agreed to supply renewable jet fuel to Air Total under a three-year offtake agreement. Air Total will initially purchase certain quantities of renewable jet fuel produced at the South Hampton Facility, and we expect to sell Air Total increasing amounts of renewable jet fuel upon the completion of two expansion projects to increase renewable jet fuel production capabilities at the Luverne Facility. We expect the expansion projects to be completed in 2023. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 HCS Group GmbH. In February 2019, we entered into a take-or-pay purchase agreement with HCS Holding GmbH ( HCS ), pursuant to which we agreed to supply renewable premium gasoline to HCS under a 10-year offtake agreement. HCS will initially purchase certain quantities of renewable premium gasoline produced at the South Hampton Facility. We expect the expansion project to be completed in 2023. Assuming the expansion project is completed, and subject to the terms and conditions of the agreement, HCS would purchase a minimum of 2,000,000 gallons per year and a maximum of 4,000,000 gallons per year. Technology Licensing Agreements We have other contracts focused on licensing our technology: Praj Industries. In April 2019, we entered into a binding, definitive Construction License Agreement with Praj Industries Ltd. ( Praj Industries ) to commercialize the production of renewable isobutanol using sugary-based feedstocks, such as juice, syrup and molasses made of sugarcane and sugar beets (the Construction License Agreement ). Pursuant to the Construction License Agreement, Praj Industries will provide engineering procurement and construction services to certain third-party customers using a process design package that incorporates our proprietary isobutanol biocatalyst and is designed for use with sugary-based feedstocks (the PDP ). The PDP is jointly owned by us and Praj. We have granted a license to Praj that would allow Praj to provide such services to certain third-party customers. In addition, we also signed a memorandum of understanding with Praj Industries to commercialize our renewable hydrocarbons products in India, including our renewable jet fuel and renewable isooctane, derived from our renewable isobutanol. Intellectual Property We have patents, trade secrets and know-how covering our technology, processes, catalysts, biocatalysts and plant operations: We have 118 patents and patent applications directed to our technologies and specific methods and products that support our business in the renewable fuels and bio industrial chemicals markets. We continue to file new patent applications, for which terms extend up to 20 years from the filing date in the U.S. We have also been issued multiple patents in the U.S. and in foreign jurisdictions. In addition to patents and patent applications, we have trade secrets that involve the biocatalyst, know-how and procedures to operate plants, and blockchain technology to track our products. Pursuant to the terms of a Patent Cross-License Agreement (the License Agreement ), dated August 15, 2015, with Butamax Advanced Biofuels LLC ( Butamax ), we have certain rights to approximately 250 patents and patent applications owned by Butamax relating to renewable isobutanol. Our Business System and Sustainability Our business system (from the raw materials to use of our advanced renewable fuels in all types of transportation) represents the entire circular economy in action. The graphic below is a summary representation of our business system at work in the Midwest region of the United States, and how each of the processes work together to produce advanced renewable fuels with a low-carbon footprint. We believe this system can work just as effectively in most other parts of the world. Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 In the above representation of our system, the most basic raw material for making our renewable fuel products is the carbon dioxide in the atmosphere (i.e. the GHG). Atmospheric carbon dioxide and water are captured by growing plants through photosynthesis (via sunlight) to produce carbohydrates. Carbohydrates sources already shown to work in our system include starch, dextrose, sucrose, molasses and from cellulosics such as wood waste, wood and agricultural residues such as straw. In our first plants, we plan on using sustainably grown field corn as the carbohydrate source. Kernels of corn are comprised of approximately 70% carbohydrate and 30% protein. The kernels are ground up, and then the protein is separated from the carbohydrates either before or after the fermentation process. The carbohydrates are used for fermentation producing isobutanol. The protein is a valuable component of animal feed product delivering nutrition to animals in meat and dairy production. The feed products are value added, having the starch removed. With the starch removed, cattle and other livestock emit less enteric emissions than if they ate whole corn, yet 100% of the nutritional value of corn is delivered to the food chain. In our process, approximately 10 pounds of protein rich feed product is produced for each gallon of renewable fuel produced. Reducing the fossil carbon footprint of the energy sources in our business system is important to reducing the carbon footprint of our renewable fuel products. In September 2019, we secured 5 megawatts of wind power from our partnership with Juhl Clean Energy Assets, Inc. to replace the grid electricity needed at the Luverne Facility. We are also establishing a supply of RNG to operate our process boilers at the Luverne Facility. We have contracted with three dairies in the Midwest that are expected to produce about 350,000 MMBtus of RNG per year using anaerobic digestion. About half of the RNG production is expected to be used at our Luverne Facility and the remaining production is expected to be sold in the RNG markets, which are highly developed in places like California. An additional benefit of RNG production is that nitrogen, phosphorus and potassium nutrients are captured from the manure and can be used as field fertilizer. We believe that practices around the full accounting for both negative and positive externalities are evolving and will increasingly benefit us. The impact of using renewable energy at our plants has potential to significantly reduce the carbon footprint associated with our products. When sustainable farming techniques used to grow our corn feedstocks (such as regenerative agriculture techniques) are accounted for, our renewable premium gasoline and renewable jet fuel products realize a GHG reduction of approximately 75% using EURED II calculation methods using the averages based upon the corn supplied to us (based upon the study by Sheehan, 2016). Furthermore, if we source feedstock from the farms that use conservation tillage such as strip tillage or drills, the corn GHG footprints are so low that we believe that we can run our total business system at a negative carbon footprint. We believe that we can achieve similar results by using waste wood, straw or municipal solid waste as feedstocks, depending upon the GHG footprint of the feedstock and the energy source used for production. Gevo, Inc. (Exact name of registrant as specified in its charter) Delaware 8731 87-0747704 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 345 Inverness Drive South, Building C, Suite 310 Englewood, Colorado 80112 (303) 858-8358 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Our technology and business system embrace a new generation of systemic sustainability. We are focused on, and committed to, addressing the problem of supplying transportation fuels with a meaningful alternative that reduces GHGs and pollution, including the land utilization practices to generate our raw materials. We are working to establish accountability for the sustainability attributes of our entire business system, from the establishment of audited certification of our feedstocks (i.e. International Sustainability and Carbon Certification System and the Roundtable on Sustainable Biomaterials), to the development of distributed ledger technology in partnership with Blocksize Capital to enable the tracking of sustainability attributes proving assurance of sustainability to our customers. Market Opportunities Low-Carbon Footprint Renewable Fuels. Liquid transportation fuels are historically dominated by fossil, carbon-based raw materials. A barrel of oil is fractioned in the refining process into jet fuel, gasoline and diesel fuel. The amount of fossil-based fuels used worldwide for transportation totaled 965 billion gallons per year in 2017, according to the U.S. Energy Information Administration (the EIA ), with U.S. demand of 229 billion gallons per year, not counting bunker fuel. The graphic below shows a breakdown of the products making up the liquid transportation fuel demand in 2017: The size of the liquid transportation fuel markets is expected to remain steady through 2050 according to the EIA, even with the increased deployment of electric vehicles and hybrid vehicles. In addition, based on recent fundamental trends (including increasing petroleum demand, especially from emerging markets), regulatory initiatives worldwide and in the U.S. (such as California s Low Carbon Fuel Standard) and the changing political discourse throughout the world with an increased focus on climate change, we believe there will be an increased need for economical, renewable and environmentally sensitive alternatives to existing liquid transportation fuels. Patrick R. Gruber Chief Executive Officer 345 Inverness Drive South, Building C, Suite 310 Englewood, Colorado 80112 (303) 858-8358 (Name, address, including zip code, and telephone number, including area code, of agent for service) We believe that mandates for low-carbon fuels will continue to spread around the world as countries grapple with GHG reductions. We also believe that our renewable premium gasoline, jet fuel and diesel fuel products can rapidly gain market share as industry, political and regulatory trends accelerate over time. Our technology has the ability to be deployed globally. The rate of deployment will be driven by economics and financial returns on production facilities utilizing our technology. Animal Feed and Proteins. A valuable byproduct of our fermentation process for the production of isobutanol is a nutritious protein stream that can be sold as animal feed. Our business model does not impose a food versus fuel choice ; the carbohydrates we convert do not possess healthy nutritional content and cannot be utilized in the food chain in any meaningful or beneficial way. Future Potential Products and Licensable Technologies Para-Xylene for Polyester Materials. We have a technology to convert an intermediate from our hydrocarbon process into a key ingredient for polyester plastics and fiber. This key ingredient, para-xylene, enables 100% renewable polyester materials and has already been produced at demonstration plant scale, and proven to work. The market size for para-xylene is estimated to be about 50 million metric tons per year. Our technology is differentiated by how we make para-xylene in that it is made in simple steps without complicated side products. The potential market, ignoring price, would be on the order of 35 to 40 million metric tons per year. This technology would be an add on incremental expansion to a plant that makes jet fuel and isooctane, and therefore could be sized for specialty products, which could command a premium price. Ethanol and/or isobutanol into diesel fuel. We possess the technology to convert ethanol into diesel and jet fuel. This technology has been demonstrated at lab scale. We see that this technology could be deployed after an isooctane plant is operational because there is a side stream that could be blended to into gasoline. This technology could work synergistically with renewable premium gasoline. Alcohols into olefins. We have developed the technology to convert ethanol into propylene while generating hydrogen gas. The propylene is fully renewable and suitable for conversion into polypropylene into fibers and plastics. The hydrogen produced is suitable for fuel cell or other uses. We expect that we would license this technology in the future. Alcohols to specialty chemicals. We have developed a catalytic technology to convert fermentation alcohols into specialty chemicals for fragrances, flavors and aromas. Our Strategy Our products address global needs for drop-in low-carbon, clean-burning, high-performance fuels. Our strategy is to exploit our patented technology, process know-how, proven operations, proven product performance, business systems and product offtake agreements to develop and install renewable fuel production capacity that provides project investors with attractive, risk-adjusted financial returns while also providing our company substantial streams of fee income around technology licensing, project construction management and operations and maintenance roles, as well as substantial residual project equity cash flow distributions. Our strategy minimizes the use of our capital in constructing projects. Key elements of our strategy include: Continue to enter into supply agreements for low-carbon hydrocarbon fuels made from alcohols like isobutanol with customers to support capacity growth using project financing or other less expensive and less dilutive forms of capital. We intend to continue to build on our existing customer contracts, such as our supply agreements with Delta, SAS, Air Total and HCS, by entering into additional binding off-take agreements that would economically support the expansion of the Luverne Facility to increase the production capability of isobutanol and its derivative hydrocarbon products. If we are able to obtain sufficient new supply agreements, we expect to be able to raise capital to fund such conversion of the Luverne Facility using project financing or other less expensive and less dilutive forms of capital as compared to corporate equity and warrant offerings that we are conducting herewith and have used in the past. Upon receipt of project financing, we plan to expand the Luverne Facility to produce renewable premium gasoline and jet fuel. Upon, and subject to, securing adequate financing, we plan to expand the Luverne Facility to enable the production of isobutanol and its derivative products at levels sufficient to supply our initial larger scale off-take agreements. Copies to: Jason Day Ned A. Prusse Perkins Coie LLP 1900 Sixteenth Street, Suite 1400 Denver, Colorado 80202 (303) 291-2300 Joseph A. Smith Robert F. Charron Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 (212) 370-1300 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company Expand the global production capacity of renewable premium gasoline, jet fuel and diesel fuel, and intermediates for chemical and plastics production via licensing core and adjacent technologies around the world. We have proven that our isobutanol production process works in full-scale fermenter systems at the Luverne Facility, and we have also proven that our renewable isobutanol can be readily converted to hydrocarbon products at the Silsbee Facility. Our technology can be used to produce isobutanol from feedstocks other than corn, such as sugar, molasses, agricultural residues (e.g., straw, bagasse, stover), wood and wood residues and biogenic municipal solid waste. Feedstocks differ in their abundancy around the world. We intend to expand the global production of isobutanol and its derivative hydrocarbon products beyond the Luverne Facility through a low-cost, high-margin licensing model, in collaboration with partners such as Praj Industries, with whom we have previously announced a joint development agreement. We have several technologies that we expect to eventually license. We have already proven that fully renewable polyester can be produced using intermediates from our renewable premium gasoline production. We have developed a technology to convert ethanol to hydrogen and propylene. We have developed a technology to convert short chain fermentation alcohols into fine chemicals such as flavors and fragrances. Grow our business to achieve economies of scale to reduce selling prices of renewable fuels. We believe that the long-term price of oil is relevant to the demand for our products, and the value in the market for reducing carbon should make our selling prices more attractive in the future. In addition, as we scale up our business and achieve economies of scale, we can drive down our selling price of our renewable fuels to make our products more economical and attractive to our customers. We believe we can drive economies of scale by securing additional offtake supply agreements, with continued expansion of our production facilities and/or licensing our technology to others. Already, the net selling price to the customer approaches parity with fossil-based fuels. We also believe that with additional plants using our technology and with contracts for products that we expect to establish, we should be able to achieve attractive reinvestment economics making further plant buildouts attractive to project investors. Establish a business system that has potential to deliver net zero carbon emission fuel products. The concept of net zero carbon emissions is based on using sustainably produced, renewable resource-based raw materials as the product carbon source combined with reducing or eliminating fossil-based process energy inputs by using renewable electricity and RNG. The full life-cycle carbon footprint of our products, from generation of feedstocks to actual burning of the fuels, can be zero or even negative if regenerative or sustainable agricultural practices are used for the feedstock production. Our potential use of blockchain techniques could allow a complete and accurate accounting for positive and negative contributions to environmental metric which, in turn, would enable value transfers that incentivize systemic renewable and regenerative business practices across the value chain. Undertake incremental process improvements to lower energy consumption at the Luverne Facility. By investing additional capital at the Luverne Facility, we believe that we can lower the carbon intensity (i.e. lower the carbon dioxide emissions from the Luverne Facility) for our isobutanol and its derivative hydrocarbon products. The infrastructure could also be used for low carbon ethanol markets if the economics were warranted. Competitive Strengths Platform technologies and products to address large markets. Because isobutanol can be readily converted into hydrocarbon products, including isooctane, isooctene, renewable jet fuel, lubricants, polyester, rubber, plastics, fibers and other polymers, we believe that the addressable markets are very large; potentially ultimately reaching 40% of the global petrochemicals markets depending on the price of oil and the market value of carbon footprint reduction. Growing, take-or-pay contracted demand for our renewable products. We currently have take-or-pay contracts in place for a maximum of 17 million gallons per year of our renewable premium gasoline and jet fuel. We believe these take-or-pay contracts are suitable for sponsoring debt and equity project financing for expansion of our production capabilities. Proven commercial production processes. Our renewable isobutanol production technology has been proven to work at a commercial scale in a 1 million liter fermenter at our Luverne Facility. Additional trains of proven fermentation equipment and systems will be needed to increase capacity at the site. Our technology to convert renewable isobutanol into renewable jet fuel, isooctane, isooctene and para-xylene (building block for polyester) has been proven at our Silsbee Facility. Proven commercial products, renewable premium gasoline and jet fuel. o Renewable premium gasoline. We produce a product called isooctane that we refer to as renewable premium gasoline. We have demonstrated that isooctane makes up 50% to 60% of fossil-based gasoline, and we believe isooctane is a direct substitute for alkylate and reformate. Given that our isooctane is renewable, we have the ability to produce a renewable premium gasoline. We believe that our renewable premium gasoline is substantially similar to fossil-based premium gasoline. Subject to receipt of certain regulatory approvals, our renewable premium gasoline could be a direct substitute for fossil-based premium gasoline for use in commerce in the U.S. Additionally, our renewable isooctane, like alkylate or reformate, when added to lower-octane fossil-based gasoline, produces a higher octane premium gasoline simultaneously lowering the GHG footprint and other pollution emissions. Because of the high octane of our isooctane product, our customer HCS has been supplying the F1 Racing Circuit in the E.U. In the U.S., the combination of drop-in to existing fleets and infrastructure while lowering the GHG footprint and pollution was a major driver for the City of Seattle to begin adoption of our renewable fuels in their fuel supply. We believe other municipal fleets looking to lower their carbon footprint are likely to follow because of the very low switching cost compared to alternatives such as electric vehicles, compressed natural gas vehicles or other clean technologies, which would require new fleets of vehicles and supporting infrastructure. In the consumer gasoline markets, we expect that the demand will grow for premium gasoline with high octane ratings as more cars come onto the road with engines designed for high miles per gallon. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Series 1 Units consisting of:(4) $15,000,000 $1,947.00 One share of Common Stock, par value $0.01 per share(2) One Series 2020-A Warrant to purchase one share of Common Stock(2)(3) Series 2 Units consisting of: (4) One Pre-Funded Series 2020-B Warrant to purchase one share of Common Stock(2)(3) One Series 2020-A Warrant to purchase one share of Common Stock(2)(3) Common Stock issuable upon exercise of the Series 2020-A Warrants(2) $15,000,000 $1,947.00 Common Stock issuable upon exercise of the Pre-Funded Series 2020-B Warrants(2)(3) Total $30,000,000 $3,894.00(5) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the Securities Act ). (2) Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions. (3) No additional registration fee is payable pursuant to Rule 457(i) under the Securities Act. (4) The proposed maximum aggregate offering price of the Series 1 units proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Series 2 units offered and sold in the offering, and the proposed maximum aggregate offering price of the Series 2 units to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Series 1 units sold in the offering. Accordingly, the proposed maximum aggregate offering price of the Series 1 units and Series 2 units (including the shares of common stock issuable upon exercise of the pre-funded 2020-B Warrants included in the Series 2 units), if any, is $15,000,000. (5) Previously paid. o Renewable Jet Fuel. In 2016, ASTM International included our renewable jet fuel in ASTM D7566 (Standard Specification for Aviation Turbine Fuel Containing Synthesized Hydrocarbons), which means that our renewable jet fuel can be used in commercial aviation on a blended basis up to 50% with petroleum-based jet fuel. In fact, our renewable jet fuel has been used to fuel commercial flights in the U.S. by Alaska Airlines, Lufthansa, United Airlines, Etihad, Cathay Pacific Airways, Emirates, Japan Airlines, Korean Air and Atlas Air. In addition, our renewable isobutanol has been sold commercially in the Houston market as a fuel blendstock. Existing commercial-scale production facility. Our Luverne Facility is located in the middle of the U.S. with access to attractively priced renewable wind power electricity (for our electricity demand), renewable natural gas (for thermal energy), certified sustainable corn as a feedstock, rail services, and a trained production leadership team who knows how to produce Gevo products and train employees. Retrofit and side-by-side ethanol and isobutanol production. We have demonstrated that we can retrofit an existing ethanol plant for isobutanol production and manage both ethanol and isobutanol production using different yeasts without causing cross contamination, while still operating an integrated and efficient plant. This means that as Gevo production technologies expand, greenfield production sites are not required and existing low-cost ethanol infrastructure that is underutilized in today s ethanol markets can be converted to produce isobutanol, which can be further converted to renewable fuels such as renewable premium gasoline and renewable jet fuel. We believe the current ethanol market presents significant acquisition opportunities for Gevo suitable for retrofit at attractive prices. Abundant, readily sourced feedstocks available globally. Through our platform fermentation technology, we have the ability to use carbohydrates from various types of feedstock (including starch, dextrose, sugar, molasses, agricultural residues and wood), allowing our technology to be used in various economic conditions. The feedstocks are abundantly available across the globe, typically at reasonable prices and easily aggregated. Experienced management team. Our management team brings over 100 years of combined experienced in the development and commercialization of low-carbon products, projects and businesses. Recent Developments Cash As of June 26, 2020, we have cash and cash equivalents of approximately $6.6 million. This amount is unaudited and preliminary, and does not present all information necessary for an understanding of our financial condition as of June 26, 2020. Our estimate is based solely on information available to us as of the date of this prospectus. Our estimate contained in this prospectus, therefore, is a forward-looking statement. Actual results for the quarter ending June 30, 2020 remain subject to the completion of management's and our audit committee's final reviews and our other financial closing procedures and the completion of the preparation of our unaudited consolidated financial statements. Our actual unaudited consolidated financial statements and related notes as of and for the three months ending June 30, 2020 may not be filed with the SEC until after this offering is completed, and consequently may not be available to your prior to you investing in this offering. The preliminary financial data included in this prospectus has been prepared by and is the responsibility of our management. Our independent accountant, Grant Thornton LLP, has not audited, reviewed, compiled or performed any procedures with respect to the preliminary financial data. Accordingly, Grant Thornton LLP does not express an opinion or any other form of assurance with respect thereto. COVID-19 On March 31, 2020, we announced that, due to the impact the COVID-19 pandemic has had on the economy and our industry, we suspended production operations at the Luverne Facility for the foreseeable future. In connection with the suspension of operations and the overall economic disruption caused by the COVID-19 pandemic, we also terminated 30 employees who worked at both the Luverne Facility and at our corporate headquarters in Colorado. In response to the impact of the COVID-19 pandemic, each of Patrick R. Gruber, our Chief Executive Officer, Christopher M. Ryan, our President, Chief Operating Officer and Chief Technology Officer, L. Lynn Smull, our Chief Financial Officer, Timothy J. Cesarek, our Chief Commercial Officer, Geoffrey T. Williams, Jr., our General Counsel and Secretary, and Carolyn M. Romero, our Vice President Controller and Principal Accounting Officer (collectively, the Officers ) accepted 20% reductions to their base salaries. These reductions became effective as of April 1, 2020 and will continue until at least July 31, 2020. In connection with the 20% salary reduction, the Officers were granted Company stock in the form of restricted stock awards in an amount equal to the 20% reduction. Certain remaining employees that earn above a certain dollar threshold also agreed to take a 20% salary reduction, with the 20% portion to be paid in the form of restricted stock awards. With these steps, we expect to save several million dollars of cash burn during 2020. Corporate Information We were incorporated in Delaware in June 2005 under the name Methanotech, Inc. and filed an amendment to our certificate of incorporation changing our name to Gevo, Inc. on March 29, 2006. Our principal executive offices are located at 345 Inverness Drive South, Building C, Suite 310, Englewood, Colorado 80112, and our telephone number is (303) 858-8358. We maintain an internet website at www.gevo.com. Information contained in or accessible through our website does not constitute part of this prospectus. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The Offering Series 1 units offered by us in this offering Up to 14,285,714 Series 1 units. Series 2 units offered by us in this offering Up to 14,285,714 Series 2 units. We are offering to those purchasers whose purchase of Series 1 units in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% or 9.99%, at the election of the purchaser, of our outstanding common stock following the consummation of this offering, the opportunity to purchase, if such purchaser so chooses, Series 2 units, in lieu of Series 1 units that would otherwise result in beneficial ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock. For each Series 2 unit we sell, the number of Series 1 units we are offering will be decreased on a one-for-one basis. Because we will issue a Series 2020-A warrant as part of each Series 1 unit and Series 2 unit, the number of Series 2020-A warrants sold in this offering will not change as a result of a change in the mix of the Series 2 units and Series 1 units sold. Common stock offered by us in this offering 14,285,714 shares of common stock (assuming the sale of all Series 1 units covered by this prospectus, assuming no sale of Series 2 units and no exercise of any Series 2020-A warrants issued in this offering). Series 2020-A warrants offered by us in the offering Series 2020-A warrants to purchase up to 14,285,714 shares of common stock. Each full Series 2020-A warrant will entitle the holder to purchase one share of common stock. The Series 2020-A warrants will be exercisable on the date of issuance and will expire on the five year anniversary of the date of issuance at an exercise price of $ per share of common stock This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the Series 2020-A warrants. The exercise price of the Series 2020-A warrants and the number of shares into which the Series 2020-A warrants may be exercised are subject to adjustment in certain circumstances. Pre-funded Series 2020-B warrants offered by us in the offering Pre-funded Series 2020-B warrants to purchase up to 14,285,714 shares of common stock. Each full pre-funded Series 2020-B warrant will entitle the holder to purchase one share of common stock. The pre-funded Series 2020-B warrants will be exercisable on the date of issuance and will expire when exercised in full, at an exercise price of $0.01 per share of common stock. The purchase price of $ per share will be pre-paid, except for a nominal exercise price of $0.01 per share, upon issuance of the pre-funded Series 2020-B warrants and, consequently, no additional payment or other consideration (other than the nominal exercise price of $0.01 per share) will be required to be delivered to us by the holder upon exercise. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the pre-funded Series 2020-B warrants. The exercise price of the pre-funded Series 2020-B warrants and the number of shares into which the pre-funded Series 2020-B warrants may be exercised are subject to adjustment in certain circumstances. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JUNE 29, 2020 PRELIMINARY PROSPECTUS Gevo, Inc. Up to 14,285,714 Series 1 Units, each consisting of One Share of Common Stock and One Series 2020-A Warrant to Purchase One Share of Common Stock and Up to 14,285,714 Series 2 Units, each consisting of One Pre-Funded Series 2020-B Warrant to Purchase One Share of Common Stock and One Series 2020-A Warrant to Purchase One Share of Common Stock Beneficial Ownership Limitation in Series 2020-A warrants and the pre-funded Series 2020 B warrants A holder (together with its affiliates) may not exercise any portion of the Series 2020-A warrants and/or pre-funded Series 2020-B warrants to the extent that the holder, together with its affiliates and certain related parties, would beneficially own more than 4.99% (or, at the election of the holder prior to the date of issuance, 9.99%) of our outstanding common stock after exercise. The holder may increase or decrease this beneficial ownership limitation to any other percentage not in excess of 9.99% upon notice to us, provided that, in the case of an increase of such beneficial ownership limitation, such notice shall not be effective until 61 days following notice to us. Shares of common stock outstanding after this offering 28,900,604 shares of common stock. Use of proceeds We estimate that our net proceeds from this offering will be approximately $13.7 million, based on an assumed public offering price of $1.05 per Series 1 unit (the last reported sale price of our common stock on the Nasdaq Capital Market on June 26, 2020) and assuming the sale of all of the Series 1 units, no sale of any Series 2 units in this offering and no exercise of any Series 2020-A warrants issued in this offering, after deducting the placement agent s fees and estimated offering expenses payable by us. We intend to use the net proceeds received from this offering to fund working capital and for other general corporate purposes. See Use of Proceeds. Because this is a best efforts offering with no minimum amount of securities or offering proceeds as a condition to closing, we may not sell all or any of the securities offered hereby. As a result, we may receive significantly less in net proceeds than we currently estimate.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/GFL_gfl_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/GFL_gfl_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..afd8bdbedd54bb5a98a44e0387b4446067bfb4ac
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/GFL_gfl_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in the subordinate voting shares. You should read this entire prospectus carefully, including the sections entitled "Risk Factors", "Selected Historical Consolidated Financial Information", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Cautionary Note Regarding Forward-Looking Statements" and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. COMPANY OVERVIEW GFL is the fourth largest diversified environmental services company in North America, as measured by revenue and North American operating footprint. From 2017 to 2019, we have grown revenue in excess of, and our Compound Annual Growth Rate ("CAGR") for revenue has grown at a higher rate than, our publicly traded environmental services peers. We have an extensive geographic footprint, operating throughout Canada and in 23 states in the United States. Our diversified business model and competitive positioning in the stable environmental services industry have allowed us to maintain strong revenue growth across macroeconomic cycles. Between Fiscal 2017 and Fiscal 2019, we grew revenue from $1,333 million to $3,347 million. Over the same period, our net loss increased from $(101) million to $(452) million and our Adjusted EBITDA grew from $307 million to $826 million. For a discussion of Adjusted EBITDA, which is a measure that is not presented in accordance with IFRS, and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with IFRS, see "Management's Discussion and Analysis of Financial Condition and Results of Operations Non-IFRS Measures" and " Summary Historical Consolidated Financial Information". Our diversified offerings include non-hazardous solid waste management, infrastructure & soil remediation and liquid waste management services. Our solid waste management business line includes the collection, transportation, transfer, recycling and disposal of non-hazardous solid waste for municipal, residential, and commercial and industrial customers. Our infrastructure & soil remediation business line provides remediation of contaminated soils as well as complementary services, including civil, demolition, excavation and shoring services. In our liquid waste management business line, we collect, transport, process, recycle and/or dispose of a wide range of liquid wastes from commercial and industrial customers. As of December 31, 2019: In our solid waste operations, we had more than 100 collection operations, over 70 transfer stations, 45 landfills, over 20 material recovery facilities ("MRF") and 11 organics facilities; In our infrastructure & soil remediation operations, we had 14 soil remediation facilities; In our liquid waste operations, we had more than 50 liquid waste collection, processing or storage facilities; and Across our operations, we had more than 11,500 employees. AMENDMENT NO. 10 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents the selling shareholder and underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information in this prospectus is only accurate as of the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. MARKET AND INDUSTRY DATA Market and industry data presented throughout this prospectus was obtained from third-party sources, industry reports and publications, websites and other publicly available information, including data supplied to us from the Environmental Business Journal ("EBJ") in mid 2019, as well as industry and other data prepared by us or on our behalf on the basis of our knowledge of the markets in which we operate, including information provided by suppliers, customers and other industry participants. The EBJ data contained in this prospectus represents EBJ's estimates and does not represent facts. We believe that the market and economic data presented throughout this prospectus is accurate and, with respect to data prepared by us or on our behalf, that our estimates and assumptions are currently appropriate and reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market and economic data presented throughout this prospectus are not guaranteed and neither we nor any of the underwriters make any representation as to the accuracy of such data. Actual outcomes may vary materially from those forecast in such reports or publications, and the prospect for material variation can be expected to increase as the length of the forecast period increases. Although we believe it to be reliable, neither we nor any of the underwriters have independently verified any of the data from third-party sources referred to in this prospectus, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying market, economic and other assumptions relied upon by such sources. Market and economic data are subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" in this prospectus. Neither we nor the underwriters can guarantee the accuracy or completeness of such information contained in this prospectus. TRADEMARKS AND TRADE NAMES This prospectus includes certain trademarks, such as "GFL Green For Life", "Green Today, Green For Life", "GFL Environmental" and "GFL" which are protected under applicable intellectual property laws and are our property. Solely for convenience, our trademarks and trade names referred to in this prospectus may appear without the or symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and trade names. BASIS OF PRESENTATION In connection with and prior to the closing of this offering, GFL Environmental Inc. will amalgamate with its parent company, GFL Environmental Holdings Inc. ("Holdings") and will continue as GFL Environmental Inc. In connection with such amalgamation, we will, among other things, amend our share capital such that it will be composed of an unlimited number of subordinate voting shares, an unlimited number of multiple voting shares, and an unlimited number of preferred shares. In addition, all of the issued and outstanding shares of the amalgamating corporations will be exchanged for subordinate voting shares and multiple voting shares of the Company. See "Description of Share Capital Pre-Closing Capital Changes". The subordinate voting shares to be sold by the selling shareholder as part of this offering will be converted from multiple voting shares prior to the closing of (1)See " Summary Historical Consolidated Financial Information". Our comprehensive service offerings across our business lines position us to be a "one-stop" provider of environmental services to our customers and differentiate us from our competitors that do not offer the same breadth of services. Our locally-based regional managers and sales representatives are best suited to identify and service our customers' needs, supported by our centralized back office functions. As a result, we believe that we are well-positioned to further unlock cross-selling opportunities to support new customer environmental services needs and to convert existing customers into customers for our other business lines. Our network of facilities and route collection assets position us to realize operational efficiencies and obtain procurement and cost synergies, including from the significant volume of waste that we control across our operations. In each of our geographic markets, our strong competitive position is supported by the significant capital investment that would be required to replicate our network infrastructure and asset base, our productivity from route density that we have developed to date, as well as the stringent permitting and regulatory compliance required to operate a platform of our size. GFL Environmental Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Ontario, Canada (State or other jurisdiction of incorporation or organization) 4953 (Primary Standard Industrial Classification Code Number) N/A (I.R.S. Employer Identification Number) 100 New Park Place, Suite 500 Vaughan, Ontario, Canada L4K 0H9 Telephone: (905) 326-0101 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents this offering. Unless otherwise indicated, all references in this prospectus to "GFL", "we", "our", "us", "the Company" or similar terms refer to GFL Environmental Inc. and its consolidated subsidiaries assuming the completion of the Pre-Closing Capital Changes (as defined herein and which includes the amalgamation of Holdings and GFL Environmental Inc.). Holdings amalgamated with Hulk Acquisition Corp. on May 31, 2018 in connection with the investment in Holdings by certain funds and other entities managed, advised or controlled by or affiliated with BC Partners Advisors L.P. ("BC Partners"), or an entity affiliated with Ontario Teachers' Pension Plan Board (collectively with the funds, partnerships, investment vehicles or other entities affiliated therewith or managed, advised or controlled thereby, "Ontario Teachers") and affiliates of Patrick Dovigi, our Founder, Chairman, President and Chief Executive Officer. We refer to these investments and the amalgamation as the "Recapitalization". Accordingly, the consolidated financial statements for Holdings presented elsewhere in this prospectus as of December 31, 2019 and 2018, and for the year ended December 31, 2019, the periods ended December 31, 2018 and May 31, 2018, and for the year ended December 31, 2017, reflect the periods both prior and subsequent to the Recapitalization. Our fiscal year ends on December 31 of each calendar year. Our fiscal year ended December 31, 2018, which we refer to as "Fiscal 2018", is presented separately for (i) the predecessor period from January 1, 2018 through May 31, 2018, which we refer to as the "Predecessor 2018 Period", and (ii) the successor period from June 1, 2018 through December 31, 2018, which we refer to as the "Successor 2018 Period", with the periods prior to the Recapitalization being labeled as "Predecessor" and the periods subsequent to the Recapitalization being labeled as "Successor". We refer to the years ended December 31, 2019 and December 31, 2017 as "Fiscal 2019" and "Fiscal 2017", respectively. We report under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (the "IASB"). The consolidated financial statements of Wrangler Super Holdco Corp. and its subsidiaries (dba Waste Industries USA) ("Waste Industries") were prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). U.S. GAAP differs in certain material respects from IFRS and, as such, consolidated financial statements of Waste Industries are not comparable to financial statements of the Company prepared in accordance with IFRS. We refer to our merger with Waste Industries in November 2018 as the "Waste Industries Merger". We publish our consolidated financial statements in Canadian dollars. In this prospectus, unless otherwise specified, all monetary amounts are in Canadian dollars, all references to "$", "C$", "CDN$", "CAD$" and "dollars" mean Canadian dollars and all references to "US$" and "USD" mean U.S. dollars. Table of Contents The map below shows our strategically-located facility network. We have a large and diverse customer base. In our solid waste management business, we currently serve over 4 million households, including those covered by more than 650 municipal collection contracts, and over 135,000 commercial and industrial customers. Our infrastructure & soil remediation business is currently concentrated in Southern Ontario and services many of the major Canadian infrastructure customers in that market. We are selectively expanding the geographic presence of our operations in this line of business, prioritizing other major metropolitan centres in Canada, such as the British Columbia and Quebec markets, where we have complementary solid and liquid waste assets and where existing and new customers have sought our infrastructure & soil remediation services in support of their major complex projects. Our liquid waste management line of business currently serves over 13,000 customers. Our top 10 customers accounted for approximately 9.6% of Fiscal 2019 revenue, and no single customer represented more than approximately 3.0% of Fiscal 2019 revenue. Patrick Dovigi Founder and Chief Executive Officer 100 New Park Place, Suite 500 Vaughan, Ontario, Canada L4K 0H9 Telephone: (905) 326-0101 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents For Fiscal 2019, our revenue by line of business, geography and source was as follows: The revenue generated from both our solid and liquid waste management operations is predictable and recurring in nature as a result of the stability of waste generation and the contractual nature of these business lines. In many of our markets, we are able to successfully adjust pricing to reflect increases in our operating costs such as labour, fuel, logistics and other environmental expenses to broadly ensure that we continue to secure appropriate returns on capital. Our municipal solid waste customer relationships are supported by contracts with initial terms of three to 10 years, with one to five year renewal terms at the option of the municipality, and typically contain annual consumer price index ("CPI") and periodic fuel adjustments. Similarly, our solid waste contracts with commercial and industrial customers typically have three to five year terms with automatic renewals, volume-based pricing and CPI, fuel and other adjustments. Many of the businesses we have acquired have never implemented pricing growth strategies in their markets. As a result, we believe that we have the ability to continue to grow our revenue through the implementation of consistent pricing optimization strategies across our platform. In addition, many of our municipal and commercial contracts are only in their first or second renewal or extension term. When our municipal contracts are renewed or extended, we focus on marketing additional or upgraded services, such as automated carts or the collection of additional waste streams, that support further price increases. We have historically demonstrated a strong track record of winning renewals or extensions of existing contracts with our municipal customers. For example, we successfully rebid our municipal contract with the City of Detroit for a five-year term that commenced on June 1, 2019. We also have a track record of winning repeat business with our major infrastructure & soil remediation and liquid waste customers. In our infrastructure & soil remediation business, our work is project based, often on large multi-year infrastructure projects, such as subway or other large-scale transit expansion projects, with a set term and three to four month lead times from contract to start of work. In our liquid waste business, we provide both regularly scheduled and on-call industrial waste management services, including emergency response services, for municipal, industrial and commercial customers. Furthermore, we have long-term relationships with many of our liquid waste customers who rely on our expertise to service their various waste streams. We believe there are numerous opportunities for us to continue to win new contracts and increase our market share in our current markets, as well as in new or adjacent markets. We have generated strong, stable organic growth by leveraging our diversified business model and scalable network of facilities to increase the breadth and depth of services provided to our existing customers, realizing cross-selling opportunities between our complementary service capabilities, winning new contracts and renewals or extensions of existing contracts, and expanding into new or adjacent markets. We have a proven track record of successfully implementing this strategy, most notably to date in Southern Ontario, where we have built meaningful liquid waste and infrastructure & soil remediation Corporate Creations Network Inc. 3411 Silverside Road, Tatnall Building, Suite 104 Wilmington, DE 19810 (302) 351-3367 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Ryan Bekkerus, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 Jeffrey Singer, Esq. Jeffrey Hershenfield, Esq. Stikeman Elliott LLP 5300 Commerce Court West 199 Bay Street Toronto, Ontario, Canada M5L 1B9 (416) 869-5500 Deanna L. Kirkpatrick, Esq. Shane Tintle, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 Shawn McReynolds, Esq. Jennifer Grossklaus, Esq. Davies Ward Phillips & Vineberg LLP 155 Wellington Street West Toronto, Ontario, Canada M5V 3J7 (416) 863-0900 Table of Contents businesses alongside our solid waste management operations. We also see attractive opportunities to continue to expand our solid waste and infrastructure & soil remediation offerings in parts of Western Canada and the Midwestern United States, where we have an established asset and employee base servicing our liquid waste operations. We will continue to seek to replicate this model in other markets where we do not currently operate all three lines of our business. In our infrastructure & soil remediation business line, we are leveraging our existing expertise and reputation to expand into other large metropolitan centres in Canada with projects for existing customers or for which we are qualified to bid. With our acquisition of a liquid waste platform in the Midwestern United States in the fourth quarter of Fiscal 2018, we expect to begin to cross-sell liquid and solid waste management services to our customers in those markets in the United States where we have both a solid and liquid waste presence. In addition to strong organic growth, we have completed over 100 acquisitions since 2007, generally at an average adjusted EBITDA multiple of 7.0x, excluding platform acquisitions. We focus on selectively acquiring premier independent regional operators, like Waste Industries, to create platforms to enter and expand into new markets across each of our business lines. We then seek to build scale by utilizing our broader infrastructure and platform acquisitions to make and effectively integrate smaller tuck-in acquisitions. We have a track record of sourcing and executing acquisitions of leading, high quality and complementary businesses by leveraging the relationships that our senior and regional leadership have built with potential vendors over time. We believe that this proven strategy minimizes integration risk and allows us to grow the top line revenue and profitability of acquired businesses under the GFL banner, while maintaining their same high service standards. This approach to acquisitions creates meaningful cost synergies by increasing route density and collection volumes, and drives margin expansion by leveraging our scalable infrastructure and centralized administrative capabilities. While we expect we will be able to fund some of our acquisitions and capital expenditures with our existing resources, we will likely require additional financing, including debt, to pursue certain acquisitions. The North American environmental services industry remains highly fragmented with many regional, independent operators across all three of our business lines. We believe that many of these independent operators may wish to sell their businesses to provide succession for their family members or employees or as part of their estate planning. We believe our relationship-based approach and track record of executing on the terms and the timeline we commit to make us an acquirer-of-choice in the highly fragmented environmental services industry. Since December 31, 2019, we have closed the Interim Acquisitions (as defined herein), representing aggregate annualized revenue of approximately $442.0 million. Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. Estimated based on annual revenue. Canadian dollar amounts have been converted to U.S. dollars using the exchange rate on May 29, 2019 of C$1.00 = US$0.7433. Source: EBJ. North American Solid Waste Industry EBJ estimates that the North American solid waste industry market generated approximately US$73 billion of revenue in 2018 (US$8 billion in Canada and US$65 billion in the United States) and expects it to grow at an approximately 2.3% CAGR to reach approximately US$82 billion by 2023. We believe that our geographic presence in Canada and the United States will position us well to capitalize on favourable demographic and macroeconomic trends in the markets that we serve. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Aggregate Offering Price Per Share or Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee(3) Subordinate voting shares, no par value 84,146,342(1) $21.00(2) $1,767,073,182 $229,366.10 Tangible Equity Units(4)(5) 16,100,000 $50.00 $805,000,000 $104,489 Stock Purchase Contracts Amortizing Notes Total $2,572,073,182 $333,855.10 (1)Includes shares to be sold upon exercise of the underwriters' option to purchase to cover over-allotments, if any. See "Underwriting (Conflicts of Interest)". (2)Estimated solely for the purpose of calculating the registration fee under Rule 457(a) of the Securities Act of 1933, as amended. (3)Previously paid. (4)Includes 2,100,000 Tangible Equity Units that are subject to the underwriters' option to purchase additional Tangible Equity Units. Each Tangible Equity Unit is composed of a stock purchase contract and an amortizing note. This registration statement also registers an estimated 39,268,293 of the Registrant's subordinate voting shares that are issuable upon settlement of the purchase contracts that are a component of the Tangible Equity Units registered hereby, at the initial rate of 2.4390 subordinate voting shares per purchase contract, based on the assumed initial public offering price of $20.50 per subordinate voting share, which is the midpoint of the estimated price range set forth on the cover page of the subordinate voting shares prospectus which forms a part of this registration statement and assuming the maximum number of shares issuable upon automatic settlement of such purchase contracts. Under Rule 457(i), there is no additional filing fee payable with respect to the subordinate voting shares issuable upon settlement of the purchase contracts because no additional consideration will be received in connection with the settlement. The number of the Registrant's subordinate voting shares issuable upon such settlement will vary based on the public offering price of the subordinate voting shares registered hereby. (5)The number of the Registrant's subordinate voting shares issuable upon settlement of the purchase contracts is subject to anti-dilution adjustments upon the occurrence of certain events described herein. Pursuant to Rule 416 under the Securities Act, the number of the Registrant's subordinate voting shares to be registered includes an indeterminable number of subordinate voting shares that may become issuable upon settlement of the purchase contracts as a result of such anti-dilution adjustment, solely to the extent permitted by Rule 416. Estimated based on annual revenue. Canadian dollar amounts have been converted to U.S. dollars using the exchange rate on May 29, 2019 of C$1.00 = US$0.7433. Source: EBJ. Proper waste collection and disposal is essential for public health and safety, making the solid waste industry highly defensive and relatively recession-resistant. The industry benefits from a number of sectoral attributes, including: (i) high visibility of revenue due to stable and predictable waste generation by residential and commercial customers, including, with certain customers, multi-year contracts with annual CPI and periodic fuel adjustments; (ii) stable organic growth of waste volumes correlated to population and GDP growth, with collection and disposal pricing rates largely inelastic to economic downturns; (iii) the ongoing trend of municipalities and local governments privatizing public services, including waste management services; (iv) the absence of cost-effective substitutes for collection and landfill disposal; and (v) limited opportunities for new market entrants due to the geographical, regulatory, environmental and significant capital costs of landfill and asset development. These competitive dynamics are amplified through route density of collection operations and vertical integration where companies control the waste stream from collection to disposal. Due to the factors described above and the predictability of operating and capital costs, solid waste management companies have historically generated strong, recurring cash flows. The North American solid waste industry is highly fragmented which presents attractive consolidation opportunities. EBJ estimates that in 2018, the top five providers in Canada and the United States controlled approximately 31% and 48% of their respective markets and were generally large, national companies. The remaining market participants were smaller private companies as well as municipalities that continue to own and operate waste collection and disposal operations. North American Infrastructure & Soil Remediation Industry According to EBJ, the North American infrastructure & soil remediation industry generated approximately US$49 billion of revenue in 2018 and is expected to grow at an approximately 2.9% CAGR to reach approximately US$56 billion by 2023. Key growth drivers include infrastructure investment, commercial and residential construction, and demolition performed to facilitate new construction. Growth is also expected to be driven by greater recognition of remediation of contaminated soil as a more environmentally sustainable alternative than disposal at landfills. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Estimated based on annual revenue. Canadian dollar amounts have been converted to U.S. dollars using the exchange rate on May 29, 2019 of C$1.00 = US$0.7433. Source: EBJ. The infrastructure & soil remediation industry includes treatment of contaminated soil and sediment as well as complementary infrastructure services, including shoring, excavation, and civil and demolition services. Soil remediation businesses operate by using on-site, commonly referred to as in-situ, or off-site, commonly referred to as ex-situ, remediation techniques or by accepting contaminated soils for transportation to and disposal at landfills. In-situ treatments involve containment treatment at the origin of contaminated soil, while ex-situ treatments involve the excavation and removal from the originating site of contaminated soils for processing and disposal. In many cases, soil remediation is a critical path item for project development. General contractors seek out service providers who can complete soil remediation on a timely, cost-effective basis to avoid overall project delays and related penalties. The North American infrastructure & soil remediation industry is highly specialized with only a few significant players operating in each region in which we have relevant operations. In order to operate soil remediation or disposal facilities, service providers must obtain government permits through a costly and time-consuming permitting process. In addition, federal, provincial and state governments in the Canadian and United States markets in which we operate have adopted increasingly stringent standards regulating soil contaminants in recent years. As of 2018, EBJ estimates that in Canada, approximately 14% of the market was held by the five largest companies, each generating greater than $100 million of revenue annually. Approximately 25% of the market consisted of participants with annual revenue between $50 million and $100 million with the balance comprised of smaller players, each generating less than $50 million in annual revenue. In the United States, EBJ estimates that, as of 2018, approximately 8% of the market was held by companies with annual revenues greater than US$100 million with another approximately 20% of the market consisting of participants with annual revenue between US$50 million and US$100 million. The remaining 72% of the market was comprised of smaller local or regional constituents that each generated less than US$50 million in annual revenue. North American Liquid Waste Industry EBJ estimates that the North American liquid waste industry generated approximately US$36 billion of revenue in 2018, and expects it to grow at an approximately 3.0% CAGR to reach approximately US$42 billion by 2023. Table of Contents EXPLANATORY NOTE GFL Environmental Holdings Inc., a Canadian corporation formed by amalgamation on May 31, 2018 that is the registrant whose name appears on the cover of this registration statement, will amalgamate with its subsidiary, GFL Environmental Inc. and will continue as GFL Environmental Inc. The amalgamation will be accounted for as a transaction between entities under common control and the net assets will be recorded at the historical cost basis retrospectively. Upon the amalgamation, GFL Environmental Inc. will become the financial reporting entity. This Registration Statement contains a prospectus relating to an offering of GFL Environmental Inc.'s subordinate voting shares (for purposes of this Explanatory Note, the "Subordinate Voting Shares Prospectus"), together with separate prospectus pages relating to an offering of GFL Environmental Inc.'s Tangible Equity Units (the "Unit Offering") (for purposes of this Explanatory Note, the "Tangible Equity Units Prospectus"). The complete Subordinate Voting Shares Prospectus follows immediately. Following the Subordinate Voting Shares Prospectus are the following alternative and additional pages for the Tangible Equity Units Prospectus: front and back cover pages, which will replace the front and back cover pages of the Subordinate Voting Shares Prospectus; pages for the "The Offering" section, which will replace the "Prospectus Summary The Offering" section of the Subordinate Voting Shares Prospectus; pages for the "Risk Factors Risks Related to the Units, the Separate Purchase Contracts and the Separate Amortizing Notes" and
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/GLBS_globus_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/GLBS_globus_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/GLBS_globus_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/GLSI_greenwich_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/GLSI_greenwich_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6f4723f82475f7f8099fe30c1cc8977a643ea175
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/GLSI_greenwich_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1 RISK FACTORS 8 INFORMATION REGARDING FORWARD-LOOKING STATEMENTS 42 INDUSTRY AND MARKET DATA 44 USE OF PROCEEDS 45 DIVIDEND POLICY 46 CAPITALIZATION 47 DILUTION 48 SELECTED FINANCIAL DATA 50 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 51 BUSINESS 56 MANAGEMENT 77 EXECUTIVE AND DIRECTOR COMPENSATION 81 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 86 PRINCIPAL STOCKHOLDERS 88 DESCRIPTION OF CAPITAL STOCK 90 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK 93 UNDERWRITING 96 LEGAL MATTERS 100 EXPERTS 100 WHERE YOU CAN FIND MORE INFORMATION 100 INDEX TO FINANCIAL STATEMENTS F-1 We have not, and the underwriters have not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give to you. You should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The selling stockholders are offering to sell and seeking offers to buy our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of these securities. All trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are referred to without the and TM symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. PART II — INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution The following table sets forth all expenses, other than the underwriting discounts and commissions, payable by the registrant in connection with the sale of the securities being registered. All the amounts shown are estimates except the SEC registration fee and the FINRA filing fee. Amount to be paid SEC registration fee $ 2,761 FINRA filing fee 4,295 Transfer agent and registrar fees 2,500 Accounting fees and expenses 20,000 Legal fees and expenses 100,000 Printing and engraving expenses - Miscellaneous 5,000 Total $ 134,556 Item 14. Indemnification of Directors and Officers Section 102 of the DGCL permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that no director of the Company shall be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty. Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide indemnification for our directors and officers to the fullest extent permitted by the DGCL. We will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an "Indemnitee"), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Our Amended and II-1 Restated Certificate of Incorporation and Amended and Restated Bylaws provide that we will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances. We have entered into separate indemnification agreements with each of our directors and executive officers. Each indemnification agreement provides, among other things, for indemnification to the fullest extent permitted by law and our Amended and Restated Certificate of Incorporation against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements provide for the advancement or payment of all expenses to the indemnitee and for the reimbursement to us if it is found that such indemnitee is not entitled to such indemnification. In addition, we have obtained a general liability insurance policy that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers. In any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act against certain liabilities. Item 15. Recent Sales of Unregistered Securities As of September 30, 2019, related party payables to the Company s officers and directors since January 1, 2010 totaled $12 million. As of September 30, 2019, the Company s officers, directors, and consultants owned outstanding warrants to acquire 2,675,602 shares of the Company s common stock. On September 30, 2019, the officers, directors, and consultants exchanged all related party payables and outstanding warrants for an aggregate of 8,012,684 shares of the Company s common stock, leaving the Company with no related party payables and no outstanding warrants as of September 30, 2019. On September 30, 2019, the Company issued officers, directors, and consultants an aggregate of 155,433 shares of the Company s common stock as consideration for services. From October 1, 2019 to December 31, 2019, the Company issued officers, directors and a consultant an aggregate of 77,571 shares of the Company s common stock for services rendered. On December 30, 2019, the Company issued a consultant 9,364 shares of the Company s common stock for services rendered. From January 1, 2020 to December 1, 2020, the Company issued officers, directors and a consultant 301,854 shares of the Company s common stock for services rendered. On September 29, 2020, we issued an aggregate of 42,404 shares of our Series D Preferred Stock in connection with our IPO as a result of the anti-dilution protection set forth in our former Amended and Restated Certificate of Incorporation, as amended. On September 29, 2020, in connection with the completion of our IPO, we issued (i) 1,520,937 shares of our common stock upon the conversion of 1,520,937 shares of our Series A Preferred Stock; (ii) 129,267 shares of our common stock upon the conversion of our Series B Preferred Stock; (iii) 66,575 shares of our common stock upon the conversion of our Series C Preferred Stock; and (iv) 305,990 shares of our common stock upon the conversion of our Series D Preferred Stock. The foregoing offers, sales and issuances were exempt from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder or Section 3(a)(9) of the Securities Act. II-2 Item 16. Exhibits and Financial Statement Schedules EXHIBIT INDEX Exhibit No. Description 1.1* Form of Underwriting Agreement 3.1 Second Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company s Current Report on Form 8-K filed with the SEC on October 1, 2020) 3.2 Second Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Company s Current Report on Form 8-K filed with the SEC on October 1, 2020) 4.1 Specimen Stock Certificate evidencing the shares of common stock (Incorporated by reference to Exhibit 4.1 to the Company s Registration Statement on Form S-1 filed on June 23, 2020) 4.2 Form of Underwriter Warrant (Incorporated by reference to Exhibit 4.2 to the Company s Registration Statement on Form S-1 filed on June 23, 2020) 5.1* Opinion of Sheppard, Mullin, Richter & Hampton LLP 10.1+ 2019 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company s Registration Statement on Form S-1 filed on June 23, 2020) 10.2+ Form of Indemnification Agreement with directors and executive officers (Incorporated by reference to Exhibit 10.2 to the Company s Registration Statement on Form S-1 filed on June 23, 2020) 10.3 Exclusive License Agreement between The Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc. and the Company (Incorporated by reference to Exhibit 10.3 to the Company s Registration Statement on Form S-1 filed on June 23, 2020) 10.4 First Amendment to Exclusive License Agreement between The Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc. and the Company (Incorporated by reference to Exhibit 10.4 to the Company s Registration Statement on Form S-1 filed on June 23, 2020) 10.5 Second Amendment to Exclusive License Agreement between The Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc. and the Company (Incorporated by reference to Exhibit 10.5 to the Company s Registration Statement on Form S-1 filed on June 23, 2020) 10.6 American Arbitration Association Award of Arbitrators (Incorporated by reference to Exhibit 10.6 to the Company s Registration Statement on Form S-1 filed on June 23, 2020) 10.7+ Employment Agreement between the Company and Snehal Patel (Incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form 8-K filed with the SEC on October 1, 2020) 10.8 Registration Rights Agreement (Incorporated by reference to Exhibit 10.8 to the Company s Registration Statement on Form S-1 filed on June 23, 2020) 23.1* Consent of MaloneBailey, LLP, independent registered public accounting firm 23.2* Consent of Sheppard, Mullin, Richter & Hampton, LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included on the signature page of this registration statement) * Filed herewith. + Indicates a management contract or any compensatory plan, contract or arrangement. Financial Statement Schedules Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto. II-3 Item 17. Undertakings (a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. (b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Greenwich LifeSciences, Inc. pursuant to the foregoing provisions, or otherwise, Greenwich LifeSciences, Inc. has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Greenwich LifeSciences, Inc. of expenses incurred or paid by a director, officer or controlling person of Greenwich LifeSciences, Inc. in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Greenwich LifeSciences, Inc. will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction, the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. (c) The undersigned hereby further undertakes that: (1) For purposes of determining any liability under the Securities Act the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by Greenwich LifeSciences, Inc. pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Stafford, State of Texas, on the 15th day of December, 2020. GREENWICH LIFESCIENCES, INC. By: /s/ Snehal Patel Snehal Patel Chief Executive Officer and Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Snehal Patel, his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments (including, without limitation, post-effective amendments) to this Registration Statement, any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any or all pre- or post-effective amendments thereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or any substitute or substitutes for him, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, the following persons in the capacities and on the dates indicated have signed this Registration Statement below. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated below. Signature Title Date /s/ Snehal Patel Chief Executive Officer and Director December 15, 2020 Snehal Patel (Principal Executive Officer and Principal Accounting and Financial Officer) /s/ F. Joseph Daugherty Chief Medical Officer and Director December 15, 2020 F. Joseph Daugherty /s/ David McWilliams Director December 15, 2020 David McWilliams /s/ Eric Rothe Director December 15, 2020 Eric Rothe /s/ Kenneth Hallock Director December 15, 2020 Kenneth Hallock II-5 470,085 Shares Common Stock Prospectus , PROSPECTUS SUMMARY The following summary highlights selected information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. It does not contain all the information that may be important to you and your investment decision. You should carefully read this entire prospectus, including the matters set forth under "Risk Factors," "Management s Discussion and Analysis of Financial Condition and Results of Operations," and our financial statements and related notes included elsewhere in this prospectus. In this prospectus, unless context requires otherwise, references to "we," "us," "our," "GLSI" "Greenwich LifeSciences," or "the Company" refer to Greenwich LifeSciences, Inc. Overview We are a biopharmaceutical company that is developing GP2, an immunotherapy designed to prevent the recurrence of breast cancer following surgery. GP2 is a 9 amino acid transmembrane peptide of the HER2/neu (human epidermal growth factor receptor 2) protein, a cell surface receptor protein that is expressed in a variety of common cancers, including expression in 75% of breast cancers at low (1+), intermediate (2+), and high (3+ or over-expressor) levels. In a completed Phase IIb clinical trial led by MD Anderson Cancer Center, no recurrences were observed in the HER2/neu 3+ adjuvant setting after median 5 years of follow-up, if the patient received the 6 primary intradermal injections over the first 6 months. We are planning to commence a Phase III clinical trial in 2021. Substantial Unmet Need In the adjuvant setting, a HER2/neu 3+ patient typically receives Herceptin in the first year following breast cancer surgery, with the hope that their breast cancer will not recur, and with the odds of recurrence slowly decreasing over the first 5 years following surgery. Herceptin has been shown to reduce recurrence rates by approximately 50%, from 25% to 12%, in the adjuvant setting. In the neoadjuvant setting, a HER2/neu 3+ patient receives treatment before surgery and based on the results of a biopsy at surgery, will receive Herceptin or Kadcyla, a more potent form of Herceptin, following surgery. Kadcyla has been shown to reduce recurrence rates by 50%, from 22% to 11%, in the neoadjuvant setting. Accordingly, we believe that GP2 may be effective in safely addressing the 50% of recurring patients who do not respond to either Herceptin or Kadcyla. GP2 is administered in combination with the immunoadjuvant GM-CSF in years 2-4, following the first year of treatment with Herceptin, in a series of 11 intradermal injections comprising 6 primary injections over 6 months (1 injection per month) followed by 5 booster injections every 6 months thereafter. Furthermore, we believe that recently approved drugs such as Perjeta and Nerlynx do not fully address this unmet need, even in their most efficacious subpopulations, and that in the initial GP2 indication, approximately 17,000 new patients may be eligible for GP2 treatment per year, which could save approximately 1,500 to 2,000 lives per year. Statistically Significant Phase IIb Clinical Data in HER2/neu 3+ Over-Expressors In a prospective, randomized, single-blinded, placebo-controlled, multi-center (16 sites led by MD Anderson Cancer Center) Phase IIb clinical trial of HLA-A02 breast cancer patients, the combination of GP2-GMCSF-Herceptin treatment resulted in no recurrences in 46 HER2/neu 3+ over-expressor patients who were fully treated with GP2 versus 50 placebo patients who were treated with GMCSF-Herceptin and who recurred at a rate similar to historical recurrence rates for patients treated with Herceptin. After median 5 years of follow-up, there were 0% cancer recurrences in the HER2/neu 3+ patients treated with GP2-GMCSF-Herceptin, if the patient received the 6 primary intradermal injections over the first 6 months, versus an 11% cancer recurrence rate in the placebo arm treated with GMCSF-Herceptin (p = 0.0338). Thus, sequentially combining Herceptin in year 1 and GP2-GMCSF in years 2-4 may dramatically lower breast cancer recurrences in this patient population. Potent Immune Response In the Phase IIb clinical trial, GP2 immunotherapy elicited a potent immune response in HLA-A02 patients after they received the 6 primary intradermal injections over the first 6 months. The immune response was measured by a local skin test and immunological assays. Further, booster injections given every 6 months thereafter prolonged the immune response, thereby providing longer term protection. -1- Well Tolerated Safety Profile In the Phase IIb and three Phase I clinical trials where 138 patients received GP2 immunotherapy, there were no reported serious adverse events ("SAEs") related to GP2 treatment. Upcoming Phase III Clinical Trial We are planning to launch a Phase III clinical trial in 2021, using a similar treatment regime as the Phase IIb clinical trial. The manufacturing plan and the Phase III trial protocol have been reviewed by the FDA and final revisions to the Phase III trial protocol are under way, which may include an interim analysis/adaptive trial design. Furthermore, we have commenced GP2 manufacturing, and we are currently in the process of finalizing our engagement of contract manufacturing organizations, or CMOs, and contract research organizations, or CROs, for the Phase III clinical trial. License & Intellectual Property The Henry M. Jackson Foundation, or HJF, out-licenses technology of the United States military and it conducts research and manages clinical trials. We entered into an exclusive license agreement with HJF pursuant to which we have been granted an exclusive worldwide license to GP2. The GP2 issued patents provide protection ranging from 2026 through 2032 in major markets such as the U.S., Europe, Japan, Australia, and Canada, with ongoing prosecution in other markets. We plan to register GP2 as a biologic, which may be subject to 10-12 years market exclusivity in the U.S. upon receiving marketing approval. Large Initial & Expandable Breast Cancer Market We believe that the potential market for the proposed initial and follow-on indications is large. One in 8 U.S. women will develop invasive breast cancer over her lifetime, with approximately 266,000 new breast cancer patients and 3.1 million breast cancer survivors in 2018. HER2/neu 3+ breast cancer patients comprise approximately 25% of all breast cancer patients. Approximately 40% to 50% of the U.S. population contains the HLA-A02 allele, while node positive and high risk node negative patients comprise approximately 50% of the market. Therefore, we believe that the initial market for GP2 could be the combination of the three populations above which together comprises 6% of breast cancer patients. We believe that follow-on indications could include additional HLA types (an additional 30% of the U.S. population) and the low to intermediate expressors of HER2/neu 1-2+ patients (an additional 50% of all breast cancer patients) which would expand the GP2 market from our estimated initial 6% to 30% of breast cancer patients who undergo surgery. Thus the market for GP2, including follow-on indications, could be 2.4 times the current Herceptin adjuvant setting market, which constitutes approximately 12.5% of breast cancer patients. Our Product Candidate GP2 is a HER2/neu transmembrane peptide that elicits a targeted immune response against HER2/neu-expressing cancers. Below is an image of a cell surface showing therapeutically relevant cell surface proteins in cancer. Breast cancers and other solid tumors with elevated expression of HER2/neu protein are highly aggressive with an increased disease recurrence and a worse prognosis. -2- Mechanism of Action As shown below, following GP2 immunotherapy, CD8+ cytotoxic T lymphocytes ("CTLs") recognize and destroy HER2/neu-expressing cancer cells. GP2 is administered in combination with an FDA-approved immunoadjuvant GM-CSF, which stimulates the proliferation of antigen presenting cells. Preclinical studies have shown that T cells sensitized against the GP2 peptide demonstrate significant recognition of HER2/neu-expressing tumors. Both ovarian and breast cancer-specific CTLs recognize GP2, which is widely expressed in HER2/neu-expressing tumors and is capable of inducing tumor-specific CTL populations in vitro. Corporate Strategy Our corporate strategy includes advancing GP2 into a Phase III clinical trial in the U.S. with favorable regulatory designations and pursuing a European and global clinical trial strategy to support GP2 registration outside of the U.S. We are considering various options to fund the Phase III clinical trial including financing and/or strategic transactions. Our strategy also includes, among other things, building a commercialization team, pursuing additional funding after this offering, and pursuing strategic collaborations to support the future global marketing and sales of GP2. A long term global and regional licensing process has been initiated and will continue as the Phase III trial commences. Pipeline Strategy — Including GP2 In Other HER2/neu-Expressing Cancers We are developing follow-on indications for GP2 by designing and planning additional clinical trials to expand the breast cancer patient population and to pursue additional HER2/neu-expressing cancers. Pending receipt of sufficient capital, the planned Phase III clinical trial can be supplemented with the following pipeline investments: The efficacy of GP2-GMCSF-Herceptin can be explored in (1) other HLA patients in the same HER2/neu 3+ breast cancer patient population, (2) breast cancer patients who are low to intermediate expressors of HER2/neu (1-2+) and who comprise two-thirds of the triple negative market, or (3) other HER2/neu-expressing cancers including, but not limited to, ovarian, gastrointestinal, and colon cancers. We may acquire a preclinical platform that can be quickly advanced into IND-enabling GMP manufacturing and GLP toxicology studies followed by initial human clinical trials. Recent Developments On December 15, 2020, we announced we had entered into an option agreement with Westport Bio to in-license a pre-clinical coronavirus vaccine program that is currently at the stage of pre-clinical animal testing. The option is exercisable at our discretion. In exchange for the option, we have agreed to sponsor research with Westport Bio in an aggregate amount of up to $250,000, plus additional license and assignment fees. The founder of Westport Bio is our Chief Executive Officer and director, Snehal Patel. Risks Associated with Our Business Our business is subject to a number of risks of which you should be aware of before making an investment decision. These risks are discussed more fully in the "Risk Factors" section of this prospectus immediately following this prospectus summary. Some of these risks include the following: We have incurred substantial losses since our inception and anticipate that we will continue to incur substantial and increasing losses for the foreseeable future. We will require substantial additional financing to achieve our goals, and a failure to obtain this necessary capital when needed could force us to delay, limit, reduce or terminate our product development or commercialization efforts. Such additional financing may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our product candidate on unfavorable terms to us. We currently have no source of revenues. We may never generate revenues or achieve profitability. -3- We expect to continue to incur significant operating and non-operating expenses, which may make it difficult for us to secure sufficient financing. Clinical drug development involves a lengthy and expensive process with an uncertain outcome. The results of preclinical studies or earlier clinical trials are not necessarily predictive of future results. Our future success is dependent on the regulatory approval of our product candidate. Our current and future product candidates, the methods used to deliver them or their dosage levels may cause undesirable side effects or have other properties that could delay or prevent their regulatory approval, limit the commercial profile of an approved label or result in significant negative consequences following any regulatory approval. We may find it difficult to enroll patients in our clinical trials given the limited number of patients who have the diseases for which our product candidate is being studied which could delay or prevent the start of clinical trials for our product candidate. We are dependent on technologies we license, and if we lose the right to license such technologies or we fail to license new technologies in the future, our ability to develop new products would be harmed, and if we fail to meet our obligations under our current or future license agreements, we may lose the ability to develop our product candidate. We face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do. We are currently a clinical-stage biopharmaceutical company with a product candidate in clinical development. If we are unable to successfully develop and commercialize our product candidate or experience significant delays in doing so, our business may be materially harmed. We rely on third-party suppliers and manufacturers as well as third parties to conduct our preclinical studies and clinical trials. Any failure by such third parties, including, but not limited to, failure to successfully perform and comply with regulatory requirements, could negatively impact our business and our ability to develop and market our product candidate, and our business could be substantially harmed. Our commercial success depends upon attaining significant market acceptance of our current product candidate and future product candidates, if approved, among physicians, patients, healthcare payors and cancer treatment centers. Even if we are able to commercialize our current product candidate or any future product candidates, the products may not receive coverage and adequate reimbursement from third-party payors in the U.S. and in other countries in which we seek to commercialize our products, which could harm our business. Our relationships with customers and third-party payors will be subject to applicable anti-kickback, fraud and abuse and other healthcare laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings. If we or they are unable to comply with these provisions, we may become subject to civil and criminal investigations and proceedings that could have a material adverse effect on our business, financial condition and prospects. Our business may be adversely affected by the ongoing coronavirus pandemic. Corporate Information We were incorporated as a Delaware corporation on August 29, 2006 under the name Norwell, Inc. On March 2, 2018, we changed our name to Greenwich LifeSciences, Inc. Our principal executive offices are located at 3992 Bluebonnet Dr., Building 14, Stafford, TX 77477 and our telephone number is (832) 819-3232. Our website address is www.greenwichlifesciences.com. The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our common shares. Implications of Being an Emerging Growth Company As a company with less than $1.07 billion in revenues during our last fiscal year, we qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act ("JOBS Act") enacted in 2012. As an emerging growth company, we expect to take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to: being permitted to present only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced "Management s Discussion and Analysis of Financial Condition and Results of Operations" disclosure in this prospectus; not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended ("Sarbanes-Oxley Act"); reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may use these provisions until the last day of our fiscal year following the fifth anniversary of the completion of our initial public offering. However, if certain events occur prior to the end of such five-year period, including if we become a "large accelerated filer," our annual gross revenues exceed $1.07 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period. -4- The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. As an emerging growth company, we intend to take advantage of an extended transition period for complying with new or revised accounting standards as permitted by the JOBS Act. To the extent that we continue to qualify as a "smaller reporting company," as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (ii) scaled executive compensation disclosures; and (iii) the requirement to provide only two years of audited financial statements, instead of three years. -5- THE OFFERING Common stock offered by us 470,085 shares, assuming a public offering price of $46.80 per share, the last reported sale price of our common stock as reported on The Nasdaq Capital Market on December 14, 2020. Common stock to be outstanding immediately after this offering 12,513,626 shares (12,584,138 shares if the underwriters exercise their option in full). Option to purchase additional shares The underwriters have an option for a period of 45 days to purchase up to an additional 70,512 shares of our common stock to cover over-allotments, if any. Use of proceeds We estimate that the net proceeds from this offering will be approximately $19.9 million or approximately $22.9 million if the underwriters exercise their over-allotment option in full, assuming a public offering price of $46.80 per share, the last reported sale price of our common stock on The Nasdaq Capital Market on December 14, 2020, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering for clinical trials, manufacturing our product candidate, retention of contract research organizations and for working capital and other general corporate purposes. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products, however, we have no current commitments or obligations to do so. See "Use of Proceeds" for a more complete description of the intended use of proceeds from this offering. Lock-up agreements We and our executive officers, directors and certain stockholders have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of any shares or similar securities for 180 days after the date of this prospectus. For additional information regarding our arrangement with the underwriters, please see "Underwriting." Risk factors See
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/GLTO_galecto_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/GLTO_galecto_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/GLTO_galecto_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/GOCO_gohealth_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/GOCO_gohealth_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/GOCO_gohealth_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/GO_grocery_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/GO_grocery_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/GO_grocery_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/GP_greenpower_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/GP_greenpower_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bcfe87443350cc9250baef6ebc39b00e06c2d306
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/GP_greenpower_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary Our Business We are a leading designer, manufacturer and distributor of a broad-based line of battery-electric high-floor and low-floor vehicles, including transit buses, school buses, shuttle buses, a double decker bus and cargo van. We employ a clean-sheet design to manufacture all-electric buses that are purpose built to be battery powered with zero emissions. We integrate global suppliers for key components, such as Siemens or TM4 for the drive motors, Knorr for the brakes, ZF for the axles and Parker or I/O Controls for the dash and control systems. This original equipment manufacturer platform allows us to meet the specifications of various operators while providing standard parts for ease of maintenance and accessibility for warranty requirements. We are an original equipment manufacturer of Class 4-8 commercial, heavy-duty bus chassis for products ranging from a 25-foot Min-eBus to a 45-foot double decker bus. We utilize various contract manufacturers in Malaysia, Taiwan, Hong Kong and China for all of the major components with final assembly in Porterville, California. We believe our battery-electric commercial vehicles offer fleet operators significant benefits, which include: low total cost-of-ownership vs. conventional gas or diesel-powered vehicles; lower maintenance costs; reduced fuel expenses; satisfaction of government mandates to move to zero-emission vehicles; decreased vehicle emissions and reduction in carbon footprint. We currently sell and lease our vehicles to customers directly and through our primary distributor Creative Bus Sales. We have not yet established an ongoing source of revenues sufficient to cover our operating costs and to allow us to continue as a going concern. As of March 31, 2020 we had an accumulated deficit of $(23,852,634). Our ability to continue as a going concern is dependent on our company obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to significantly curtail or cease operations. In its report on our financial statements for the year ended March 31, 2020, our auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. The principal executive offices of our company are located at #240 - 209 Carrall Street, Vancouver, British Columbia V6B 2J2, Canada. Our telephone number is (604) 563-4144. Products EV Star The GreenPower EV Star minibus is our flagship model that is a purpose built, zero-emission, multi-utility vehicle capable of a range of up to 150 miles for which we are leveraging strong demand. The 25-ft EV Star is designed from the ground up to be battery electric and is offered in 4 configurations. This includes the base model which seats up to 19 passengers and the EV Star Plus, which features a wider body and seats up to 24. Both models can be used for employee shuttles, micro transit, and vanpool services. The EV Star is the only class 4 electric vehicle that meets Buy America Compliance and is Altoona Tested. The seating layout is customizable to an operator s needs with multiple configurations. The EV Star ADA offers rear or curb-side lifts and multiple passenger and wheelchair seating configurations for paratransit operations. Additionally, the EV Star CarGo and the EV Star CarGo Plus are both commercially available, zero-emissions delivery solutions. The EV Star CarGo is a van with a capacity of 570 cubic feet and a payload of up to 6,000 pounds. The CarGo plus has a payload of up to 5,000 pounds and 833 cubic feet of storage with an optional lift gate. Finally, for OEMS who wish to use their own body, the EV Star cab and chassis is a purpose-built all electric platform that can be configured with a range of options to serve markets, such as last mile delivery, refuse trucks, and many more. Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging Growth Company [X] If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. [ ] Calculation of Registration Fee Title of Each Class of Securities to be Registered Amount to Be Registered(2)(3) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price(2)(3 Amount of Registration Fee Common shares 1,725,000(4) $24.00(4) $41,400,000 $5,373.72 (1) Pursuant to Rule 416 under the Securities Act of 1933, there is also being registered hereby such indeterminate number of additional common shares of GreenPower Motor Company Inc. as may be issued or issuable because of stock splits, stock dividends, stock distributions, and similar transactions. (2) Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933. (3) Includes common shares that may be purchased by the underwriters pursuant to their option to purchase additional common shares, if any. (4)
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/GRAL_grail-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/GRAL_grail-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/GRAL_grail-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/GRWG_growgenera_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/GRWG_growgenera_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/GRWG_growgenera_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/GTM_zoominfo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/GTM_zoominfo_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3b61dbddb8edf8a4e9016ac762066b54934e9bb8
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/GTM_zoominfo_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in shares of our Class A common stock. Before you decide to invest in shares of our Class A common stock, you should read this entire prospectus carefully, including the sections entitled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. This summary contains forward-looking statements that involve risks and uncertainties. Overview Our mission is to unlock actionable business information and insights to make organizations more successful. ZoomInfo is a leading go-to-market intelligence platform for sales and marketing teams. Our cloud-based platform provides highly accurate and comprehensive information on the organizations and professionals they target. This 360-degree view enables sellers and marketers to shorten sales cycles and increase win rates by delivering the right message, to the right person, at the right time, to hit their number. Every business needs to sell effectively to thrive. Today, sales and marketing is inherently inefficient. Sales representatives spend only a third of their time actually selling, in large part because they must spend so much of their time researching, curating, and organizing data, which is often of poor quality. Sales and marketing teams often lack scalable and actionable go-to-market intelligence to engage their customers and prospects. All organizations that sell to other businesses can use ZoomInfo to sell more, in a smarter, better, and faster way. Today, approximately 220,000 paid users leverage our platform to identify the best target customers, pinpoint the right decision makers, obtain continually updated predictive lead and company scoring, monitor buying signals and other attributes of target companies, craft the right message, engage via automated sales tools, and track progress through the deal cycle. Our go-to-market intelligence platform delivers comprehensive and high-quality intelligence and analytics on approximately 14 million companies, including advanced attributes, technologies used by companies, intent signals, and decision-maker contact information. Our intelligence is kept up to date in real time. By leveraging artificial intelligence ( AI ) and machine learning techniques ( ML ), the ZoomInfo platform is able to process billions of raw data events and refine them into unique and actionable insights. To create these insights, our platform continuously collects, enriches, curates, and verifies the data from millions of proprietary and public sources, including our contributory network, which captures data on approximately 50 million contact record events daily from our free Community Edition users and many of our paying customers. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 30, 2020 PROSPECTUS 12,500,000 Shares ZoomInfo Technologies Inc. Class A Common Stock per share The selling stockholders identified in this prospectus are selling 12,500,000 shares of our Class A common stock. We are not selling any shares of our Class A common stock under this prospectus and will not receive any proceeds from the sale of the shares by the selling stockholders. Our Class A common stock is listed and traded on the Nasdaq Global Select Market (the Nasdaq ) under the trading symbol ZI. On November 27, 2020 the closing price of our Class A common stock as reported on the Nasdaq was $48.78 per share. We have three classes of common stock: Class A common stock, Class B common stock, and Class C common stock. Holders of shares of our Class A common stock are entitled to one vote for each share of Class A common stock held of record on all matters on which stockholders are entitled to vote generally. Holders of shares of our Class B common stock are entitled to ten votes for each share of Class B common stock held of record (for so long as the aggregate number of outstanding shares of our Class B common stock and Class C common stock represents at least 5% of the aggregate number of outstanding shares of common stock, and thereafter, one vote per share) on all matters on which stockholders of ZoomInfo Technologies Inc. are entitled to vote generally. Holders of shares of our Class C common stock are entitled to ten votes for each share of Class C common stock held of record (for so long as the aggregate number of outstanding shares of our Class B common stock and Class C common stock represents at least 5% of the aggregate number of our outstanding shares of common stock, and thereafter, one vote per share upon the automatic conversion into shares of Class A common stock) on all matters on which stockholders of ZoomInfo Technologies Inc. are entitled to vote generally. See Description of Capital Stock. ZoomInfo Technologies Inc. is a holding company whose sole material asset is a controlling equity interest in ZoomInfo HoldCo (as defined herein), which is a holding company whose sole material asset is a controlling equity interest in ZoomInfo OpCo (as defined herein). The number of outstanding OpCo Units (as defined herein) of ZoomInfo OpCo equals the aggregate number of outstanding shares of Class A common stock, Class B common stock, and Class C common stock. See Organizational Structure IPO Transactions. Prior to the consummation of this offering, the selling stockholders will exchange OpCo Units and HoldCo Units, as applicable, and associated shares of our Class B common stock for, or convert their shares of our Class C common stock into, as applicable, shares of our Class A common stock. Upon the completion of the exchange of OpCo Units or conversion of shares of our Class C common stock as applicable, the associated shares of Class B common stock will be cancelled and shares of Class C common stock will be retired and not available for reissuance. Certain affiliates of each of TA Associates, Carlyle, and our Founders (each as defined herein) are parties to a stockholders agreement and, after giving effect to this offering, will beneficially own approximately 88.7% of the combined voting power of our Class A, Class B, and Class C common stock (or 88.6% if the underwriters exercise in full their option to purchase additional shares of Class A common stock). As a result, we will continue to be a controlled company within the meaning of the Nasdaq corporate governance standards. See Management Controlled Company Exception and Principal and Selling Stockholders. We are an emerging growth company as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. See Summary Implications of Being an Emerging Growth Company. Investing in shares of our Class A common stock involves risks. See Risk Factors beginning on page 29. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per ShareTotal Public offering price....................................................................................................................................................... Underwriting discount(1)................................................................................................................................................. Proceeds, before expenses, to the selling stockholders................................................................................................. (1)Please see the section entitled Underwriting for a description of compensation payable to the underwriters. To the extent that the underwriters sell more than 12,500,000 shares of our Class A common stock, the underwriters have the option, within 30 days from the date of this prospectus, to purchase up to an additional 1,875,000 shares of our Class A common stock from the selling stockholders at the public offering price less the underwriting discount. We will not receive any proceeds from the sale of our Class A common stock pursuant to any exercise of the underwriters option to purchase additional shares. Joint Book-Running Managers J.P. MorganMorgan Stanley The date of this prospectus is , 2020. Continuing Class P Unitholders refers to certain pre-IPO owners who held Class P Units prior to, and continue to hold Class P Units following, the consummation of the Reorganization Transactions and the IPO Transactions (each, as defined herein). contact record event refers to receipt of additional information or confirmatory evidence about a contact. customers refers to companies that have contracted with us to use our services and, at the time of measurement, maintain one or more active paid subscriptions to our platform. Paid subscriptions will generally include access for a number of employees or other affiliated persons of the customer. Datanyze refers, collectively, to Datanyze, Inc. and Datanyze Rus, LLC. Employee Units refers to the portion of HoldCo Units into which certain existing Class P Units (including, without limitation, certain indirectly held Class P Units) were converted in the Reorganization Transactions. Exchange Tax Receivable Agreement refers to the tax receivable agreement entered into with certain Pre-IPO OpCo Unitholders. Founders refers to Henry Schuck, our Chief Executive Officer, and Kirk Brown. HoldCo Units refers to the class of units of ZoomInfo HoldCo created by the Reclassification. Each OpCo Unit and HoldCo Unit has equivalent value and exchange rights for Class A common stock, subject to applicable vesting. HSKB refers to HSKB Funds, LLC, a privately held limited liability company formed on February 9, 2016 for the purpose of issuing equity to certain persons who had performed and would continue to perform services for ZoomInfo OpCo. LTIP Units refers to a class of partnership units that are intended to qualify as profit interests in ZoomInfo OpCo for federal income tax purposes that, subject to certain conditions, including vesting, are convertible by the holder into OpCo Units. LTIP Units initially will not have full parity, on a per unit basis, with OpCo Units with respect to ordinary and liquidating distributions. Upon the occurrence of specified events, LTIP Units can over time achieve full parity with OpCo Units, at which time vested LTIP Units may be converted into OpCo Units on a one-for-one basis. LTV refers to lifetime value, or the value that we expect to generate from a customer during the period that the customer continues to use our services. We calculate LTV as the product of (i) our average ACV per customer, multiplied by (ii) our adjusted gross margin, which excludes expenses that are non-cash or one-time in nature, including equity compensation costs, amortization related to acquired technology, and acquisition-related integration and compensation expenses, multiplied by (iii) the fraction that is one divided by the annual rate that customers cancel subscriptions, which is defined as the percentage of ACV for customers that cancel during the period divided by the ACV at the beginning of the period. NeverBounce refers to Metrics Delivered LLC. OpCo Units refers to the class of units of ZoomInfo OpCo created by the Reclassification, and does not include Class P Units. Each OpCo Unit and HoldCo Unit has equivalent value and exchange rights for Class A common stock, subject to applicable vesting. paid users refers to employees or other affiliated persons of a customer that have been granted access to our system under the terms of a contract with a customer. Pre-IPO Blocker Holders refers to the pre-IPO owners that held their interests in us through the Blocker Companies immediately prior to the consummation of the IPO. Our software, insights, and data enable over 17,000 companies to sell and market more effectively and efficiently. Our customers operate in almost every industry vertical, including software, business services, manufacturing, telecommunications, financial services, retail, media and internet, transportation, education, hospitality, and real estate, and range from the largest global enterprises, to mid-market companies, down to small businesses. As customers continue their journey with us, we help them move up the go-to-market maturity curve from basic go-to-market operations, such as finding target accounts and contacts, to more sophisticated motions, such as prioritizing accounts, automating workflows and campaigns, crafting nuanced pitches, and monitoring deal momentum. Our robust suite of software and insights supports every step along that journey. Independent of size or industry, we believe our platform can make almost any sales and marketing team more effective and more efficient. This broad applicability drives our TAM of approximately $30 billion, according to our estimates. Using the ZoomInfo platform, we have identified over 750,000 global businesses that sell to other businesses and have more than ten employees, which represent our potential customers. Our current customer base of over 17,000 implies penetration of approximately 2%. Internally, we use the ZoomInfo platform to drive our own highly effective and efficient go-to-market motion. We have developed a high-velocity lead generation engine and invested in tech-enabled processes, such as lead scoring and lead routing, fueled by our data and insights. When combined with our investments in onboarding, training, and sales enablement, this results in an optimized go-to-market motion. For the 12 months ended September 30, 2020, our median new business sales cycle from opportunity creation to close was less than 30 days, and our average LTV compared to our average CAC was over 10x. Our focus on customer adoption, success, and expansion helps us to deliver continued value and creates opportunities for increased usage. Today, over 720 of our customers spend more than $100,000 in ACV, with 18 customers spending over $1,000,000 in ACV. ZoomInfo, formerly known as DiscoverOrg, was co-founded in 2007 by our CEO, Henry Schuck. DiscoverOrg achieved significant organic growth since its founding and acquired Zoom Information, Inc. ( Pre-Acquisition ZI ) in February 2019 to further expand the breadth of our go-to-market intelligence, industry coverage, and addressable market opportunity. Subsequently, the combined business has been re-branded as ZoomInfo. We and Pre-Acquisition ZI generated revenue of $144.3 million and $72.5 million in 2018, respectively, and $293.3 million in 2019 and $9.7 million for the one month ended January 31, 2019, respectively. We generated revenue of $202.2 Table of Contents Page Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/GWLL_goldenwell_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/GWLL_goldenwell_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/GWLL_goldenwell_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/HQI_hirequest_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/HQI_hirequest_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..76af50c5939ba53083f8933189c713d4c9199c4a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/HQI_hirequest_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained in other parts of this prospectus or incorporated by reference into this prospectus from our filings with the Securities and Exchange Commission, or SEC, listed in the section of the prospectus entitled Incorporation of Certain Information by Reference. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire prospectus, including any amendment or supplement, carefully before making an
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/HRMY_harmony_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/HRMY_harmony_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/HRMY_harmony_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/HUDI_huadi_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/HUDI_huadi_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f89e370e8511c76a46e5c0d9f7f2d38b75255f7f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/HUDI_huadi_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1 Risk Factors 13 Special Note Regarding Forward-Looking Statements 34 Use of Proceeds 34 Dividend Policy 35 Exchange Rate Information 35 Capitalization 36 Dilution 37 Management s Discussion and Analysis of Financial Condition and Results of Operations 38 Quantitative and Qualitative Disclosures About Market Risk 47 Business 48 Management 66 Executive Compensation 71 Related Party Transactions 72 Principal Shareholders 76 Description of Ordinary Shares 77 Shares Eligible for Future Sale 84 Material Tax Consequences Applicable to U.S. Holders of Our Ordinary Shares 85 Enforceability of Civil Liabilities 91 Underwriting 92 Expenses Relating to This Offering 103 Legal Matters 103 Experts 103 Interests of Named Experts and Counsel 103 Disclosure of Commission Position on Indemnification 103 Where You Can Find Additional Information 103 Financial Statements F-1 Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of our ordinary share only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our ordinary shares. Our business, financial condition, results of operations, and prospects may have changed since that date. PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our ordinary shares. You should carefully consider, among other things, our consolidated financial statements and the related notes and the sections entitled "Risk Factors" and "Management s Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. Prospectus Conventions Except where the context otherwise requires and for purposes of this prospectus only, "we", "us", "our company", "Company", "our" and "Huadi" refer to Huadi International Group Co., Ltd. ("Huadi International" when individually referenced) (also referred to as ), a Cayman Islands exempted company; Yongqiang Tuoxing Limited ("Yongqiang Tuoxing" when individually referenced) (also referred to as ), a British Virgin Islands company and a wholly-owned subsidiary of Huadi International; Hong Kong Beach Limited ("HK Beach" when individually referenced) (also referred to as ), a Hong Kong company and a wholly-owned subsidiary of Yongqiang Tuoxing; Wenzhou Hongshun Stainless Steel Limited ("Hongshun" when individually referenced) (also referred to as ), a PRC company and a wholly owned subsidiary of HK Beach; Huadi Steel Group Limited ("Huadi Steel" when individually referenced) (also referred to as ), a PRC company and a 99% owned subsidiary of Hongshun. This prospectus contains translations of certain RMB amounts into U.S. dollar amounts at specified rates solely for the convenience of the reader. All reference to "U.S. dollars", "USD", "US$" or "$" are to United States dollars. The relevant exchange rates are listed below: For the Six Months Ended March 31, 2020 For the Year Ended September 30, 2019 For the Year Ended September 30, 2018 Period Ended RMB: USD exchange rate 7.0808 7.1477 6.8680 Period Average RMB: USD exchange rate 7.0117 6.8753 6.5368 We have relied on statistics provided by a variety of publicly-available sources regarding China s expectations of growth. We did not directly or indirectly sponsor or participate in the publication of such materials, and these materials are not incorporated in this prospectus other than to the extent specifically cited in this prospectus. We have sought to provide current information in this prospectus and believe that the statistics provided in this prospectus remain up-to-date and reliable, and these materials are not incorporated in this prospectus other than to the extent specifically cited in this prospectus. On October 9, 2020, we amended our Memorandum and Articles of Association and effected a 2-for-1 reverse stock split of our ordinary shares. Throughout this registration statement, each reference to a number of our ordinary shares excludes effect to the reverse split, unless otherwise indicated. CALCULATION OF REGISTRATION FEE Title of Class of Securities to be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(4) Ordinary shares, par value US$0.0002 per share(2) $28,750,000 $3,136.63 Representative Warrants(3) — — Ordinary shares, par value US$0.0002 per share underlying Representative Warrants(3) 2,156,250 235.25 Total $30,906,250 $3,371.87 (1) The registration fee for securities is based on an estimate of the Proposed Maximum Aggregate Offering Price of the securities, assuming the sale of the maximum number of shares at the highest expected offering price, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o). Includes the offering price attributable to 468,750 additional Ordinary Shares that the underwriters have the option to purchase to cover over-allotments, if any. (2) In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional ordinary shares that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions. (3) The Registrant will issue to the Representatives (as defined in the section captioned "Underwriting") warrants to purchase a number of ordinary shares equal to an aggregate of six percent (6%) of the ordinary shares (the "Representative Warrants") sold in the offering. The exercise price of the Representative Warrants is equal to 125% of the offering price of the ordinary shares offered hereby. Assuming an exercise price of $10.00 per share, we would receive, in the aggregate, $4,687,500 upon exercise of the Representative Warrants. The Representative Warrants are exercisable within four and one-half years commencing 180 days from the effective date of the registration statement at any time, and from time to time, in whole or in part. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Overview Huadi International Group Co., Ltd. was incorporated on September 27, 2018 under the laws of the Cayman Islands. We primarily conduct our business through our subsidiary Huadi Steel Group Co., Ltd. which was established in 1998 under the laws of PRC. Our main business operation focuses on new products development, manufacturing, marketing and sales of stainless steel seamless pipes, tubes and stainless steel bar. We are a leading manufacturer of industrial stainless steel seamless pipes and tubes products with extensive distribution facilities and network for over twenty (20) provinces in China. We have also offered a broad range of products exported to twenty (20) countries and regions such as United States, Mexico, Thailand, Australia, Argentina, Taiwan, India, the Philippines, UAE and Canada. Our products are widely used in the oil & gas transmission, chemistry engineering, food processing, medical devices, aeronautics and astronautics, boiler, irrigation works construction, electricity, automobile, naval architecture, paper mill and mechanical industries. Our facilities have been certified with the ISO9001 and ISO14001 quality management systems. We are a nationally-recognized brand and our company has a big presence across domestic and international steel pipes industry with enhanced market prospects. Our core product "HuaGang" stainless steel seamless pipe has been recognized as well-known trademark by the State Administration for Industry and Commerce of China. We have been rewarded as China Top 500 Private Manufacturing Enterprises, High-Tech Enterprise of Zhejiang, Prestigious Brand of Zhejiang Province, Technology Innovation Model Company, Distinguished Enterprise for Employment as well as National AAA Grade Enterprise with distinctive rating of corporate credit status of PRC recorded with the People s Bank of China. We are offering a comprehensive range of products with a specialty in high-end products such as 347H corrosion and acid-resistant stainless steel seamless pipes, S32205 duplex stainless steel plates and automobile steel plates, bright steel pipes as well as precision tubes. We manufacture products by using innovative technologies as cold-rolling and perforation with product test and certification. Our leading-edge products are especially valuable for sustainable development of our company. Our Products We offer a comprehensive range of products to provide the benefits of a "design-build shop" to approximately 400 steel pipe and tube customers with numerous customer relationships of over 15 years in length. We produce over 3,000 distinct pipe and tube products in a broad range of materials, sizes and shapes and we believe we are the one of the leading producers in China of certain steel products, such as automotive 304L and 347H stainless steel pipes which are widely used in hydraulic mechanisms, automotive applications such as brake systems, steering columns and axles, and various other industrial applications. Consequently, we are able to customize our product offerings based on customers project demand, whether it s highly corrosive environment such as chemical waste transmission line pipe or extremely pressured thermal power generator pipe, or mix of both, we can make it and deliver on time. We employ a broad array of finishing techniques, most importantly Cold Drawn Seamless ("CDS") which is the technique used for manufacturing all our products, and this differentiates us from other steel pipe manufacturers that employ alternative finishing techniques such as Electric Resistance Weld ("ERW"). CDS pipe/tubing is widely used for applications where precise dimensional and mechanical tolerances are required. The product is manufactured by drawing steel bullet over a mandrel through a precision puncture, creating a tube with uniform grain structure, hardness and a high degree of dimensional accuracy. Unlike welded pipe, CDS pipe creates a seamless connection and is ideal for more stressful applications requiring higher quality, increased mechanical properties, uniformity, strength, and soundness. This feature, together with some of specialty alloy materials, expand our product applications to almost all industries that require high reliability under extreme environment, such as corrosive, high temperature, or highly pressured. Depending on each client s specific needs, we will order suitable alloy from our long-term partnered suppliers and our staff will then process raw materials through the production line. As raw material and direct labor cost combined account for more than 80% of the total product cost, yield rate, or the percentage of non-defective items of all produced items, is critical to the profitability. For the last 12-month period, we estimate our yield rate was around 98%. We estimate the utilization level for our overall manufacturing capacity, which is largely dependent on the proportion of time that manufacturing equipment is used, to be approximately 70%. We believe that the strong demand for our products and sustained strength in our products end markets present us with a number of opportunities to flexibly grow production and sales by increasing utilization across our portfolio of manufacturing processes. We also believe that our industry leading scale and advantaged geographic footprint, together with our sophisticated logistics and manufacturing facilities production flexibility, uniquely position us to optimize our capacity by rapidly responding to improving market conditions. The information in this prospectus is not complete and may be changed. We will not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED DECEMBER 23, 2020 Huadi International Group Co., Ltd. 3,593,750 ordinary shares This is an initial public offering of ordinary shares with US$0.0002 par value per share of Huadi International Group Co., Ltd., a Cayman Islands company. Prior to this offering, there has been no public market for our ordinary shares. We expect the offering price of our ordinary shares to be between $7.00 to $8.00 per share. We plan to apply to list our ordinary shares on the Nasdaq Capital Market under the symbol "HUDI". We are an "emerging growth company" under the federal securities laws and will be subject to reduced public company reporting requirements. Our business is subject to many risks, and investing in our securities involves a high degree of risk. See the section titled
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/HUIZ_huize_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/HUIZ_huize_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/HUIZ_huize_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/HYLN_hyliion_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/HYLN_hyliion_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2c8b4899d53633a6631ddd52033fbff8394b1f16
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/HYLN_hyliion_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights selected information appearing elsewhere in this prospectus. Because it is a summary, it may not contain all of the information that may be important to you. To understand this offering fully, you should read this entire prospectus carefully, including the information set forth under the heading Risk Factors and our financial statements. The Company We design, develop and sell electrified powertrain solutions that can be installed on Class 8 trucks from most major commercial vehicle OEMs. Our mission is to be the leading provider of electrified powertrain solutions for the commercial vehicle industry. Our goal is to reduce the carbon intensity and the greenhouse gas ( GHG ) emissions of the transportation sector by providing electrified powertrain solutions for Class 8 commercial vehicles at the lowest total cost of ownership ( TCO ). Our solutions utilize our proprietary battery systems, control software and data analytics, combined with fully integrated electric motors and power electronics, to produce electrified powertrain systems that either augment, in the case of our hybrid electric powertrain ( Hybrid ) systems, or fully replace, in the case of the fully electric Hypertruck Electric Range Extender ( Hypertruck ERX ) system, traditional diesel or natural gas fueled powertrains and improve their performance. By reducing both GHG emissions and TCO, our environmentally conscious solutions support our customers pursuit of their sustainability and financial objectives. Background We were originally known as Tortoise Acquisition Corp. On October 1, 2020, TortoiseCorp consummated the Business Combination with Legacy Hyliion pursuant to the Business Combination Agreement dated as of June 18, 2020 among TortoiseCorp, Legacy Hyliion and Merger Sub. In connection with the Closing of the Business Combination, TortoiseCorp changed its name to Hyliion Holdings Corp. Legacy Hyliion was deemed to be the accounting acquirer in the Merger based on an analysis of the criteria outlined in Accounting Standards Codification 805. While TortoiseCorp was the legal acquirer in the Merger, because Legacy Hyliion was deemed the accounting acquirer, the historical financial statements of Legacy Hyliion became the historical financial statements of the combined company, upon the consummation of the Merger. Immediately prior to the effective time of the Merger (the Effective Time ), each share of Legacy Hyliion preferred stock ( Legacy Hyliion Preferred Stock ) that was issued and outstanding was automatically converted into a share of Legacy Hyliion common stock, par value $0.001 per share ( Legacy Hyliion Common Stock ), such that each converted share of Legacy Hyliion Preferred Stock was no longer outstanding and ceased to exist, and each holder of Legacy Hyliion Preferred Stock thereafter ceased to have any rights with respect to such securities. Also immediately prior to the Effective Time, the outstanding principal and unpaid accrued interest due on Legacy Hyliion s outstanding convertible notes ( Legacy Hyliion Convertible Notes ) immediately prior to the Effective Time were automatically converted into shares of Legacy Hyliion Common Stock in accordance with the terms of such Legacy Hyliion Convertible Notes, and such converted Legacy Hyliion Convertible Notes were no longer outstanding and ceased to exist, and any liens securing obligations under the Legacy Hyliion Convertible Notes were released. At the Effective Time, each share of Legacy Hyliion Common Stock was converted into and exchanged for 1.45720232 shares (the Exchange Ratio ) of our Common Stock. At the Effective Time, all shares of Legacy Hyliion Common Stock and Legacy Hyliion Preferred Stock held in the treasury of Legacy Hyliion were canceled without any conversion thereof and no payment or distribution was made with respect thereto. At the Effective Time, each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into and exchanged for one validly issued, fully paid and nonassessable share of Legacy Hyliion Common Stock. Each Legacy Hyliion option that was outstanding immediately prior to the Effective Time, whether vested or unvested, was converted into an option to purchase a number of shares of Common Stock (such option, an Exchanged Option ) equal to the product (rounded up or down to the nearest whole number, with a fraction of 1 Table of Contents 0.5 rounded up) of (i) the number of shares of Legacy Hyliion Common Stock subject to such Legacy Hyliion option immediately prior to the Effective Time and (ii) the Exchange Ratio, at an exercise price per share (rounded up or down to the nearest whole cent, with a fraction of $0.005 rounded up) equal to (A) the exercise price per share of such Legacy Hyliion option immediately prior to the Effective Time, divided by (B) the Exchange Ratio. Except as specifically provided in the Business Combination Agreement, following the Effective Time, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy Hyliion option immediately prior to the Effective Time. No certificates or scrip or shares representing fractional shares of Common Stock were issued upon the exchange of Legacy Hyliion Common Stock. Any fractional shares were rounded up or down to the nearest whole share of Common Stock, with a fraction of 0.5 rounded up. No cash settlements were made with respect to fractional shares eliminated by such rounding. Pursuant to our prior amended and restated certificate of incorporation, each share of TortoiseCorp s Class B Common Stock, par value $0.0001 per share (the Class B Common Stock ), converted into one share of TortoiseCorp s Class A Common Stock, par value $0.0001 per share (the Class A Common Stock ), at the Closing. After the Closing and following the effectiveness of our second amended and restated certificate of incorporation ( Certificate of Incorporation ), each share of Class A Common Stock was automatically reclassified, redesignated and changed into one validly issued, fully paid and non-assessable share of Common Stock, without any further action by us or any stockholder. On October 1, 2020, a number of purchasers (each, a Subscriber ) purchased from the Company an aggregate of 30,750,000 shares of Common Stock (the PIPE Shares ), for a purchase price of $10.00 per share and an aggregate purchase price of $307,500,000, pursuant to separate subscription agreements (each, a Subscription Agreement ) entered into effective as of June 18, 2020 (the PIPE Financing ). Pursuant to the Subscription Agreements, the Company gave certain registration rights to the Subscribers with respect to the PIPE Shares. The sale of PIPE Shares was consummated concurrently with the Closing. On October 1, 2020, Atlas Point Energy Infrastructure Fund, LLC ( Atlas Point Fund ) purchased 1,750,000 TortoiseCorp units (consisting of one share of Common Stock and one half of one Warrant, the Forward Purchase Units ), consisting of 1,750,000 shares of Common Stock (the Forward Purchase Shares ) and Forward Purchase Warrants to purchase 875,000 shares of Common Stock, for an aggregate purchase price of $17,500,000, and transferred 894,375 shares of Common Stock to TortoiseEcofin Borrower LLC (formerly known as Tortoise Borrower LLC and hereinafter referred to as Tortoise Borrower ) pursuant to the Amended and Restated Forward Purchase Agreement, dated February 6, 2019 ( Amended and Restated Forward Purchase Agreement ), as amended by the First Amendment to Amended and Restated Forward Purchase Agreement, dated June 18, 2020 ( First Amendment to the Forward Purchase Agreement ) (as amended, Forward Purchase Agreement ). Our Common Stock and Public Warrants are currently listed on the NYSE under the symbols HYLN and HYLN WS, respectively. The rights of holders of our Common Stock and Warrants are governed by our Certificate of Incorporation, our amended and restated bylaws (the Bylaws ) and the Delaware General Corporation Law (the DGCL ), and, in the case of the Warrants, the Warrant Agreement, dated February 27, 2019 (the Warrant Agreement ), between TortoiseCorp and the Continental Stock Transfer & Trust Company, as the warrant agent (the Warrant Agent ). See the sections entitled Description of our Securities and Certain Relationships and Related Party Transactions. Corporate Information TortoiseCorp which was incorporated in the State of Delaware in November 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving TortoiseCorp and one or more businesses. TortoiseCorp completed its initial public offering in March 2019. In October 2020, Merger Sub merged with and into Legacy Hyliion, with Legacy Hyliion surviving the merger as a wholly-owned subsidiary of TortoiseCorp. In connection with the Merger, we changed our name to Hyliion Holdings Corp. Our principal executive offices are located at 1202 BMC Drive, Suite 100, Cedar Park, Texas 78613. Our telephone number is (833) 495-4466. Our website address is www.hyliion.com. Information contained on our website or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part. 2 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/IAC_iac-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/IAC_iac-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/IAC_iac-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/IBEX_ibex-ltd_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/IBEX_ibex-ltd_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/IBEX_ibex-ltd_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/IGIC_internatio_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/IGIC_internatio_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/IGIC_internatio_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/IH_ihuman-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/IH_ihuman-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..389e0cb83c1db07f591df59f7f1a9986154dae31
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/IH_ihuman-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in the ADSs discussed under "Risk Factors," before deciding whether to invest in the ADSs. This prospectus contains information from an industry report commissioned by us dated August 24, 2020 and prepared by Frost & Sullivan, an independent research firm, to provide information regarding our industry and our market position in China. We refer to this report as the "Frost & Sullivan Report." Our Mission We aspire to drive educational excellence for a better world forever. Our Vision We endeavor to transform learning into a fun journey for every child. What We Do According to the Frost & Sullivan Report, we are a leading childhood edutainment company in China, with core expertise in providing integrated and innovative products and services catering to the education demands for children mainly aged between three and eight. According to the Frost & Sullivan Report, we ranked No. 1 across each of the following metrics in the first half of 2020: No. 1 in terms of paying users among online childhood edutainment providers in China; and No. 1 in terms of MAUs among online childhood edutainment providers in China. With innovative and high-quality products and services targeting both individual users and education organizations, we have built a trusted and well recognized brand, as well as a massive and loyal following among families and educators throughout China. Our learning apps have attracted a user base of 10.3 million average total MAUs in the second quarter of 2020. Our line-up of highly effective edutainment products and services include (i) interactive and self-directed learning apps, and (ii) learning materials and smart learning devices. Interactive and self-directed learning apps that are engaging, innovative and fun, designed to maximize effective learning among children, which deliver an immersive learning experience and enable children to conduct self-directed learning in an efficient manner, making working parents' lives easier at the same time: iHuman Chinese, iHuman English World, iHuman Pinyin, iHuman Magic Math, iHuman Books, and iHuman Stories. Our learning apps seamlessly integrate solid pedagogy, attractive gamification features and systematic assessment tools, thereby striking a proper balance between education and entertainment. Time-tested learning materials and smart learning devices that encompass learning materials in both physical and digital formats, as well as smart learning devices that augment the effectiveness of our learning materials. Our learning materials serve both individual users and education organizations, covering diverse subjects including literacy and reading, English, mathematics and critical thinking, Chinese learning, music and painting. Our smart learning devices, designed to be used in tandem, further drive the effectiveness of our learning materials. We launched our online operations with the debut of our first interactive and self-directed learning app iHuman Chinese in 2016 and began to monetize this learning app in the second quarter of 2018. In late 2019, through a business combination under common control between our online operations and certain traditionally offline businesses of Hongen Education & Technology Co., Ltd., or Hongen AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents Education, we embarked on a new chapter of integrated development. The combination merged the decades-long operational experience and deep insights in China's childhood education sector from Hongen Education with our industry-leading product development and original content creation capabilities. Content. Leveraging our deep insights in China's childhood education sector and technological strength in gamification and animation, we offer a variety of high-quality original education content covering various subjects in rich formats, catering to the evolving and diversified needs of both individual users and education organizations for childhood education. We have strong in-house content development expertise in educational materials, gamification features, video and audio effects as well as art design. In addition, our products and services are imbued with the rich operational know-how and deep understanding of China's childhood education sector accumulated throughout the past decades, making our content highly compelling to our users. We also selectively collaborate with leading global learning content providers to jointly develop educational materials to further enhance our content origination capabilities. Technology. We consistently pioneer new products that capture new market opportunities generated by the latest technological breakthroughs, meeting the evolving user demands for effective learning services. We deploy advanced game technologies, AI technologies and big data analysis to provide superior user experience. According to the Frost & Sullivan Report, we were among the first in the education sector in China to apply sophisticated game engines to the design of online education products. Our proprietary game technologies enable our online education products to offer a uniquely interactive and entertaining experience, inspiring children's learning interests and driving their engagement. We also deploy advanced AI technologies that power various teaching and voice assessment tools, all to improve the learning effectiveness for children. Leveraging our proprietary big data system, we are able to consistently refine and upgrade our products, as well as to intelligently recommend content to our users, continually improving user experience. Capitalizing on our proprietary technology infrastructure and innovative products and services, we have built a scalable business. We mainly generate revenues from users' paid subscriptions for the premium content of our learning apps, as well as the sale of learning materials and smart learning devices to both individual users and education organization. Our total revenues nearly doubled from RMB131.9 million in 2018 to RMB218.7 million (US$30.9 million) in 2019. In particular, our learning services revenues increased nearly five-fold from RMB22.0 million in 2018 to RMB107.4 million (US$15.2 million) in 2019. Our total revenues also nearly doubled from RMB91.8 million in the six months ended June 30, 2019 to RMB185.5 million (US$26.3 million) in the six months ended June 30, 2020. In particular, our learning services revenues increased nearly four-fold from RMB41.3 million in the six months ended June 30, 2019 to RMB152.5 million (US$21.6 million) in the six months ended June 30, 2020. Our gross profit also doubled from RMB66.0 million in 2018 to RMB134.5 million (US$19.0 million) in 2019 and continued the growth to have reached RMB125.4 million (US$17.7 million) in the six months ended June 30, 2020 compared to RMB54.3 million in the six months ended June 30, 2019. We had operating losses of RMB22.1 million and RMB278.8 million (US$39.5 million) in 2018 and 2019, respectively, and adjusted operating losses of RMB22.1 million and RMB8.3 million (US$1.2 million) in 2018 and 2019, respectively. In the six months ended June 30, 2020, we had an operating income of RMB5.8 million (US$0.8 million) and an adjusted operating income of RMB5.8 million (US$0.8 million). We had net losses of RMB17.6 million and RMB275.6 million (US$39.0 million) in 2018 and 2019, respectively, and adjusted net losses of RMB17.6 million and RMB5.1 million (US$0.7 million) in 2018 and 2019, respectively. In the six months ended June 30, 2020, we had a net income of RMB5.6 million (US$0.8 million) and an adjusted net income of RMB5.6 million (US$0.8 million). For discussions of adjusted operating income (loss) and adjusted net income (loss) and reconciliation of adjusted operating income (loss) to operating income (loss) and adjusted net income (loss) to net income (loss), iHuman Inc. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) Table of Contents see "Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures." Industry Overview China's childhood education market primarily refers to education provided to children aged between 0 and 12 years old. The market consists of both formal childhood education and non-formal childhood education, also known as complementary childhood education. Formal childhood education refers to education at kindergartens and primary schools, who primarily charge tuition fees for providing education to children in campus. Complementary childhood education consists of both classroom-based education provided by offline pre-kindergartens and after-school learning centers, as well as content-based education delivered through online courses, online learning products, offline learning products and smart learning devices. Driven by the large and stable children population, parents' higher disposable income and increasing focus on children's education, and the fierce competition for admission into top schools, the total revenue of China's complementary childhood education market has grown rapidly from RMB420.6 billion in 2015 to RMB780.2 billion in 2019, representing a CAGR of 16.7%, and is expected to further increase to RMB1,337.7 billion in 2024, representing a CAGR of 11.4%, according to the Frost & Sullivan Report. The total revenue of China's content-based complementary childhood education market has grown rapidly from RMB25.4 billion in 2015 to RMB111.4 billion in 2019, representing a CAGR of 44.7%, and is expected to increase to RMB460.9 billion in 2024, representing a CAGR of 32.8%, according to the Frost & Sullivan Report. Due to the impact of the COVID-19 pandemic, kindergartens, primary schools and offline learning centers in China were closed in the first half of 2020, which led to a rapid increase in the demand for content-based complementary childhood education, especially online courses and online learning products. It is expected that the penetration rate of China's content-based complementary childhood education, calculated as a percentage of the total complementary childhood education market revenue, will continue to increase from 14.3% in 2019 to 34.5% in 2024, according to the Frost & Sullivan Report, as students will further migrate from offline education to online education. The total revenue of China's childhood edutainment products market has grown from RMB9.9 billion in 2015 to RMB36.9 billion in 2019, representing a CAGR of 38.9%, and is expected to further increase to RMB130.1 billion in 2024, representing a CAGR of 28.7%. The penetration rate of edutainment features in China's complementary childhood education products, calculated as a percentage of the sum of total revenue of online products, offline products and smart learning devices, has also increased from 48.2% in 2015 to 69.1% in 2019, and is expected to further increase to 80.8% in 2024, according to the Frost & Sullivan Report. Our Strengths We believe the following competitive strengths are essential for our success and differentiate us from our competitors: our leadership in China's childhood edutainment market with well-established brand recognition; our proven product and content innovation capabilities; our integrated suite of online and offline products and services; our scalable business model with highly popular product and service offerings; and our visionary and experienced management team with passion for education and innovation. Table of Contents derivatives that are required to be bifurcated because the underlying ordinary shares are not publicly traded nor readily convertible into cash. We concluded that contingently redeemable ordinary shares are not redeemable currently, but it is probable to become redeemable. We chose to recognize changes in the redemption value immediately as they occur and adjusted the carrying amount of the contingently redeemable ordinary shares to equal the redemption value at the end of each reporting period. Fair value of our ordinary shares Prior to our initial public offering, we were a private company with no quoted market prices for our ordinary shares. We therefore needed to make estimates of the fair value of our ordinary shares at various dates for the purpose of (i) determining the intrinsic value of the BCF at the date of issuance of convertible instruments; and (ii) determining the grant date fair value of share-based awards. The following table sets forth the fair value of our ordinary shares estimated at different times prior to our initial public offering with the assistance from an independent valuation firm: Date FairValue per Ordinary Share DLOM Discount Rate Type of Valuation January 1, 2019 US$ 0.73 20 % 20 % Retrospective December 31, 2019 US$ 1.93 15 % 17 % Retrospective September 8, 2020 US$ 2.33 Cayman Islands (State or other jurisdiction of incorporation or organization) 8200 (Primary Standard Industrial Classification Code Number) Not Applicable (I.R.S. Employer Identification Number) K2, North America International Business Park, No. 108 Beiyuan Road, Chaoyang District, Beijing 100012 People's Republic of China +86 10 5780-6606 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 +1 (800) 221-0102 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Our Strategies We intend to pursue the following strategies to further grow our business: expand the scope and further improve the quality of our product and service offerings; strengthen our content development capabilities and technology leadership expand user base and enhance user engagement; further expand into overseas markets; and pursue selective strategic investments, acquisitions and partnerships. Our Challenges We face risks and uncertainties in realizing our business objectives and executing our strategies, including those relating to: our ability to continue to attract and retain users, convert non-paying users into paying users and increase the spending of our paying users; our limited operating history of online operations, which makes it difficult to predict our prospects and our business and financial performance; our ability to maintain and manage our growth; our ability to remain profitable in the future; our ability to compete successfully in China's childhood education market; our ability to counter the negative impact caused by the global outbreak of COVID-19; our ability to renew required licenses or permits or obtain newly required ones in a timely manner; our ability to maintain and enhance recognition of our brands; the success of our new product and service offerings; and strengthen our content development capabilities and technology leadership. See "Risk Factors" and other information included in this prospectus for a discussion of these and other risks and uncertainties that we face. Corporate History and Structure We commenced operations through Tianjin Hongen Perfect Future Education Technology Co., Ltd., or Tianjin Hongen, in March 2016. We established certain wholly-owned subsidiaries of Tianjin Hongen to conduct our business, including Beijing Hongen Perfect Future Education Technology Co., Ltd. in July 2016 and Tianjin Hongen Perfect Technology Development Co., Ltd. in August 2019. Hongen Education & Technology Co., Ltd., or Hongen Education, an affiliate of ours, historically operated the business of learning materials and smart learning devices as well as the business of kindergartens and after-school learning centers. In November and December 2019, through a business combination under common control, we consolidated the business related to learning materials and smart learning devices of Hongen Education into Beijing Jinhongen Education Technology Co., Ltd, a wholly-owned subsidiary of Tianjin Hongen. Hongen Education continues to be our affiliate and operate kindergartens and after-school learning centers. Copies to: Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen's Road Central Hong Kong +852 3740-4700 Yi Gao, Esq. Simpson Thacher & Bartlett LLP c/o 35th Floor, ICBC Tower 3 Garden Road Central, Hong Kong +852-2514-7600 Note: (1)Shareholders of Tianjin Hongen and their respective shareholdings in the VIE and relationship with our company are (i) Mr. Hanfeng Chi (63.61%), our director and brother of Mr. Michael Yufeng Chi, our controlling shareholder; (ii) Sanming Juyichang Enterprise Management Service Partnership (Limited Partnership) (17.67%), a limited partnership incorporated in the PRC beneficially and wholly owned by our employees and consultant; (iii) Mr. Tian Liang (7.07%), our shareholder; (iv) Sanming Jushengyi Enterprise Management Service Partnership (Limited Partnership) (6.65%), a limited partnership incorporated in the PRC beneficially and wholly owned by our employees; and (v) Sanming Kangqian Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to Be Registered(2)(3) Proposed Maximum Offering Price Per Share(3) Proposed maximum aggregate offering price(2)(3) Amount of registration fee(4) Class A Ordinary Shares, par value US$0.0001 per share(1) 40,250,000 $2.60 US$104,650,000 US$11,417 (1)American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-249298). Each American depositary share represents five Class A ordinary shares. (2)Includes Class A ordinary shares that are issuable upon the exercise of the underwriters' option to purchase additional ADSs. Also includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These Class A ordinary shares are not being registered for the purpose of sales outside the United States. (3)Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933. (4)Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Information Technology Service Co., Ltd. (5%), a company incorporated in the PRC beneficially and wholly owned by Mr. Hanfeng Chi, our director. Implication of Being an Emerging Growth Company As a company with less than US$1.07 billion in revenue for our last fiscal year, we qualify as an "emerging growth company" pursuant to the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company's internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. Pursuant to the JOBS Act, we have elected to take advantage of the benefits of this extended transition period for complying with new or revised accounting standards. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards. We will remain an emerging growth company until the earliest of (a) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.07 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (c) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of the ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. Implication of Being a Controlled Company Upon the completion of this offering, Mr. Michael Yufeng Chi, our founder and chairman of the board of directors, will beneficially own 55.1% of our total issued and outstanding ordinary shares, representing 92.5% of our total voting power, assuming the underwriters do not exercise their option to purchase additional ADSs, or 54.0% of our total issued and outstanding ordinary shares, representing 92.2% of the voting power, assuming the option to purchase additional ADSs is exercised in full. As a result, we will be a "controlled company" as defined under the NYSE Listed Company Manual because Mr. Chi will hold more than 50% of the voting power for the election of directors. As a "controlled company," we are permitted to elect not to comply with certain corporate governance requirements. We plan to rely on the exemption with respect to the requirement that a majority of the board of directors consist of independent directors. Corporate Information Our principal executive offices are located at K2, North America International Business Park, No. 108 Beiyuan Road, Chaoyang District, Beijing 100012, People's Republic of China. Our telephone number at this address is +86 10 5780-6606. Our registered office in the Cayman Islands is located at the Office of Maples Corporate Services Limited, PO Box 309, Ugland House Grand Cayman, KY1-1104, Cayman Islands. Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our main website is www.ihuman.com. The information contained on our website is not a part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168. The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Table of Contents Conventions that Apply to this Prospectus Unless otherwise indicated or the context otherwise requires, references in this prospectus to: "ADRs" are to the American depositary receipts that may evidence the ADSs; "ADSs" are to the American depositary shares, each of which represents five Class A ordinary shares; "BVI" are to the British Virgin Islands; "China" or the "PRC" are to the People's Republic of China, excluding, for the purposes of this prospectus only, Hong Kong, Macau and Taiwan; "Class A ordinary shares" are to our Class A ordinary shares, par value US$0.0001 per share; "Class B ordinary shares" are to our Class B ordinary shares, par value US$0.0001 per share; "edutainment" are to programs that combine education and entertainment; "Hongen Education" are to Hongen Education & Technology Co., Ltd. and its predecessors and subsidiaries. Hongen Education is an affiliate of ours that shares a common director, Mr. Hanfeng Chi, with us. Furthermore, Mr. Michael Yufeng Chi, our founder and chairman of the board of directors, beneficially owns more than 50% of the voting power in both Hongen Education and us. As such, Mr. Michael Yufeng Chi is able to direct the management and policies of both Hongen Education and our company. Therefore, Hongen Education and us are under common control, which, pursuant to Rule 405 under the Securities Act, makes Hongen Education an affiliate of ours; "iHuman," "we," "us," "our company" and "our" are to iHuman Inc., our Cayman Islands holding company and its subsidiaries, its consolidated variable interest entity and the subsidiaries of the consolidated variable interest entity; "Learning services" are to our online operations of learning apps, through which we generate revenues from subscription fees charged to users for the premium content; "Learning materials and devices" are to our offline operations of learning materials and smart learning devices, and we generate revenues from sales of these products; "monthly active user" or "MAUs" with respect to any of our learning apps, are to the number of unique mobile devices through which such learning app is accessed at least once in a given month. We treat each distinguishable device as a separate user for purposes of calculating MAUs, although it is possible that some people may use more than one mobile device and multiple people may share one mobile device to access our learning apps; "average MAUs" for a specific period, with respect to any of our learning apps, are to the monthly average of the sum of our MAUs for such learning app during that period; "total MAUs" is calculated by combining the MAUs of all of our learning apps in a given month, and duplicate access to different learning apps is not eliminated from the calculation; "average total MAUs" for a specified period, are to the monthly average of the sum of our total MAUs during that period; "our WFOEs" are to Hongen Perfect Future (Tianjin) Investment Co., Ltd. and Hongen Perfect (Beijing) Education Technology Development Co., Ltd. (each of which, "our WFOE"); "revenues" for a specific period quoted from the Frost & Sullivan Report, are to the total amount of cash received by market participants for the sale of products and services during such period; "paying users" for a specific period are to users who paid subscription fees for the premium content on any of our learning apps during that period; a user who makes payments across Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS (Subject to Completion) Dated October 5, 2020. 7,000,000 American Depositary Shares iHuman Inc. Representing 35,000,000 Class A Ordinary Shares We are selling 7,000,000 American depositary shares, or ADSs. Each ADS represents five of our Class A ordinary shares, par value US$0.0001 per share. This is an initial public offering of the ADSs of iHuman Inc. Prior to this offering, there has been no public market for the ADSs or our ordinary shares. We anticipate that the initial public offering price will be between US$11.00 and US$13.00 per ADS. We have submitted an application for the listing of the ADSs on the New York Stock Exchange under the symbol "IH." We have granted the underwriters a 30-day option to purchase up to an additional 1,050,000 ADSs from us at the initial public offering price less the underwriting discounts and commissions. We are an "emerging growth company" under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements. Investing in the ADSs involves risks. See "Risk Factors" beginning on page 14 for factors you should consider before buying the ADSs. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per ADS Total Initial public offering price US$ US$ Underwriting discounts and commissions(1) US$ US$ Proceeds, before expenses, to us US$ US$ Table of Contents different learning apps using the same registered account is counted as one paying user; and a user who makes payments for the same learning app multiple times in the same period is counted as one paying user; "Perfect World Group" or "Perfect World" are to Perfect World Holding Group Co., Ltd., a holding company incorporated in the PRC, and its subsidiaries, including Perfect World Co., Ltd., a company incorporated in the PRC and listed on the Shenzhen Stock Exchange (SZ:002624). Mr. Michael Yufeng Chi beneficially owns more than 50% of the voting power in both Perfect World Group and us and is a common director of both Perfect World Group and us. As such, Mr. Michael Yufeng Chi is able to direct the management and policies of both Perfect World Group and our company. Therefore, Perfect World Group and us are under common control, which, pursuant to Rule 405 under the Securities Act, makes Perfect World Group an affiliate of ours; "RMB" and "Renminbi" are to the legal currency of China; "shares" or "ordinary shares" are to our Class A and Class B ordinary shares, par value US$0.0001 per share; "STEM" are to academic disciplines of science, technology, engineering and mathematics; "US$," "U.S. dollars," "$," and "dollars" are to the legal currency of the United States; and "VIE" are to variable interest entities, and "our VIE" or "Tianjin Hongen" are to Tianjin Hongen Perfect Future Education Technology Co., Ltd. Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their option to purchase up to 1,050,000 additional ADSs representing 5,250,000 Class A ordinary shares from us. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus are made at a rate of RMB7.0651 to US$1.00, the exchange rate in effect as of June 30, 2020 as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, or at all. (1)See "Underwriting" for additional information regarding compensation payable by us to the underwriters. Following the completion of this offering, our issued and outstanding share capital will consist of 117,372,382 Class A ordinary shares and 144,000,000 Class B ordinary shares, assuming that the underwriters do not exercise their option to purchase additional ADSs. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Mr. Michael Yufeng Chi, our founder and chairman of the board of directors, will beneficially own all of our issued Class B ordinary shares and will be able to exercise 92.5% of the total voting power of our issued and outstanding share capital immediately following the completion of this offering, assuming that the underwriters do not exercise their option to purchase additional ADSs. The underwriters expect to deliver the ADSs to purchasers on or about , 2020. Table of Contents The Offering Offering price We currently estimate that the initial public offering price will be between US$11.00 and US$13.00 per ADS. ADSs offered by us 7,000,000 ADSs (or 8,050,000 ADSs if the underwriters exercise their option to purchase additional ADSs in full). ADSs outstanding immediately after this offering 7,000,000 ADSs (or 8,050,000 ADSs if the underwriters exercise their option to purchase additional ADSs in full). Ordinary shares issued and outstanding immediately after this offering 117,372,382 Class A ordinary shares (or 122,622,382 Class A ordinary shares if the underwriters exercise their option to purchase additional ADSs) and 144,000,000 Class B ordinary shares. The ADSs Each ADS represents five Class A ordinary shares, par value US$0.0001 per share. The depositary will hold Class A ordinary shares underlying your ADSs. You will have rights as provided in the deposit agreement among us, the depositary and holders and beneficial owners of ADSs from time to time. We do not expect to pay dividends in the foreseeable future. If, however, we declare dividends on our Class A ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our ordinary shares after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement. You may surrender your ADSs to the depositary for cancellation in exchange for Class A ordinary shares. The depositary will charge you fees for any cancellation. We may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended. To better understand the terms of the ADSs, you should carefully read the "Description of American Depositary Shares" section of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus. Option to purchase additional ADSs We have granted to the underwriters an option, exercisable within 30 days from the date of this prospectus, to purchase up to an aggregate of 1,050,000 additional ADSs. Credit Suisse Citigroup Table of Contents Use of proceeds We expect that we will receive net proceeds of approximately US$74.7 million from this offering, assuming an initial public offering price of US$12.00 per ADS, which is the midpoint of the estimated range of the initial public offering price, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering for expanding our product and service offerings, both domestically and overseas, development of our existing products and services, improving our technology structure, marketing and brand promotions, as well as for general corporate purposes. See "Use of Proceeds" for more information. Lock-up We and each of our officers, directors, existing shareholders and option holders have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or otherwise dispose of any ADSs, ordinary shares or similar securities for a period of 180 days after the date of this prospectus. See "Shares Eligible for Future Sale" and "Underwriting" for more information. Listing We have submitted an application to have the ADSs listed on the New York Stock Exchange under the symbol "IH." The ADSs and our ordinary shares will not be listed on any other stock exchange or traded on any automated quotation system. Payment and settlement The underwriters expect to deliver the ADSs against payment therefor through the facilities of the Depository Trust Company on , 2020. Depositary Deutsche Bank Trust Company Americas. The number of ordinary shares that will be issued and outstanding immediately after this offering: is based on 226,372,382 issued and outstanding ordinary shares as of the date of this prospectus, assuming (i) the automatic re-designation of 144,000,000 ordinary shares beneficially owned by Mr. Michael Yufeng Chi into Class B ordinary shares on a one-for-one basis immediately prior to the completion of this offering and (ii) the automatic re-designation of all of our remaining issued and outstanding 71,053,763 ordinary shares and our 11,318,619 contingently redeemable ordinary shares into Class A ordinary shares on a one-for-one basis immediately prior to the completion of this offering; includes 35,000,000 Class A ordinary shares in the form of ADSs that we will issue and sell in this offering, assuming the underwriters do not exercise their option to purchase additional ADSs; and excludes Class A ordinary shares issuable upon exercise of our outstanding options and all Class A ordinary shares reserved for future issuances under our share incentive plan. Tiger Brokers CMBI CLSA The date of this prospectus is , 2020. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/IMVT_immunovant_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/IMVT_immunovant_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..aadf40e261087455dd78b469304ba87050ea55fd
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/IMVT_immunovant_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our combined and consolidated financial statements and the related notes thereto and the information set forth in the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations. Unless the context otherwise requires, we use the terms Immunovant, company, we, us and our in this prospectus to refer to Immunovant, Inc. and our wholly owned subsidiaries. Our fiscal year ends on March 31. Overview We are a clinical-stage biopharmaceutical company focused on enabling normal lives for patients with autoimmune diseases. We are developing a novel, fully human monoclonal antibody, IMVT-1401 (formerly referred to as RVT-1401), that selectively binds to and inhibits the neonatal fragment crystallizable receptor, or FcRn. IMVT-1401 is the product of a multistep, multi-year research program conducted by HanAll Biopharma Co., Ltd., or HanAll, to design a highly potent anti-FcRn antibody optimized for subcutaneous delivery. These efforts have resulted in a product candidate that has been dosed in small volumes (e.g. 2 mL) and with a 27-gauge needle, while still generating therapeutically relevant pharmacodynamic activity, important attributes that we believe will drive patient preference and market adoption. In nonclinical studies and in clinical trials conducted to date, IMVT-1401 has been observed to reduce immunoglobulin G, or IgG, antibody levels. High levels of pathogenic IgG antibodies drive a variety of autoimmune diseases and, as a result, we believe IMVT-1401 has the potential for broad application in these disease areas. We intend to develop IMVT-1401 in autoimmune diseases for which there is robust evidence that pathogenic IgG antibodies drive disease manifestation and for which reduction of IgG antibodies should lead to clinical benefit. Autoimmune diseases are conditions where an immune response is inappropriately directed against the body s own healthy cells and tissues. Approximately 50 million people in the United States suffer from one of more than 100 diagnosed autoimmune diseases according to the American Autoimmune Related Diseases Association, Inc. Predisposing factors may include genetic susceptibility, environmental triggers and other factors not yet known. Many of these diseases are associated with high levels of pathogenic IgG antibodies, which are the most abundant type of antibody produced by the human immune system, accounting for approximately 75% of antibodies in the plasma of healthy people. IgG antibodies are important in the defense against pathogens, such as viruses and bacteria. In many autoimmune diseases, IgG antibodies inappropriately develop against normal proteins found in the body, directing the immune system to attack specific organs or organ systems. Unfortunately, safe and effective treatment options for patients suffering from autoimmune diseases are lacking. Currently available treatments are generally limited to corticosteroids and immunosuppressants in early stage disease and intravenous immunoglobulin, or IVIg, and plasma exchange, in later-stage disease. These approaches often fail to address patients needs since they are limited by delayed onset of action, waning therapeutic benefit over time and unfavorable safety profiles. We are developing IMVT-1401 as a fixed-dose, self-administered subcutaneous injection on a convenient weekly, or less frequent, dosing schedule. As a result of our rational design, we believe that IMVT-1401, if developed and approved for commercial sale, would be differentiated from currently available, more invasive treatments for advanced IgG-mediated autoimmune diseases (e.g., myasthenia gravis, or MG, thyroid eye disease, or TED (formerly referred to as Graves ophthalmopathy, or GO), Warm Autoimmune Hemolytic Anemia, or WAIHA, idiopathic thrombocytopenic purpura, pemphigus vulgaris, chronic inflammatory demyelinating polyneuropathy, bullous pemphigoid, neuromyelitis optica, pemphigus foliaceus, Guillain-Barr syndrome and PLA2R+ membranous nephropathy). In 2019, these diseases had an aggregate prevalence of approximately 243,000 patients in the United States and 388,000 patients in Europe. To the extent we choose to develop IMVT-1401 for certain of these rare diseases, we plan to seek orphan drug designation in the United Table of Contents States and Europe. Such designations would primarily provide financial and exclusivity incentives intended to make the development of orphan drugs financially viable. However, we have not yet sought such designation for any of our three target indications, and there is no certainty that it would obtain such designation, or maintain the benefits associated with such designation, if or when we do. We are developing IMVT-1401 as a fixed-dose subcutaneous injection, with an initial focus on the treatment of MG, TED and WAIHA. MG is an autoimmune disease associated with muscle weakness with an estimated prevalence of one in 5,000, with up to 66,000 cases in the United States. In MG, patients develop pathogenic IgG antibodies that attack critical signaling proteins at the junction between nerve and muscle cells. The majority of MG patients suffer from progressive muscle weakness, with maximum weakness occurring within six months of disease onset in most patients. In severe cases, MG patients can experience myasthenic crisis, in which respiratory function is weakened to the point where it becomes life-threatening, requiring intubation and mechanical ventilation. In August 2020, we announced topline results from our ASCEND MG clinical trial, a Phase 2a clinical trial in patients with MG. See Recent Developments below. TED is an autoimmune inflammatory disorder that affects the muscles and other tissues around the eyes, which can be sight-threatening. TED has an estimated annual incidence of 16 in 100,000 women and 2.9 in 100,000 men in North America and Europe. Initial symptoms may include a dry and gritty ocular sensation, sensitivity to light, excessive tearing, double vision and a sensation of pressure behind the eyes. In March 2020, we announced initial results from our ASCEND GO-1 trial, a Phase 2a clinical trial in Canada in patients with TED. Enrollment is ongoing in our ASCEND GO-2 trial, a Phase 2b clinical trial for TED in the United States, Canada and Europe. We currently remain on track to report initial results from our ASCEND GO-2 trial in the first half of calendar year 2021. WAIHA is a rare hematologic disease in which autoantibodies mediate hemolysis, or the destruction of red blood cells, or RBCs. Based on published estimates, we believe that there are approximately 42,000 patients in the United States and 67,000 patients in Europe living with WAIHA. The clinical presentation is variable and most commonly includes symptoms of anemia, such as fatigue, weakness, skin paleness and shortness of breath. In severe cases, hemoglobin levels are unable to meet the body s oxygen demand, which can lead to heart attacks, heart failure and even death. In November 2019, we submitted an Investigational New Drug, or IND, application to the U.S. Food and Drug Administration, or FDA, for WAIHA and, in December 2019, our IND was cleared for Phase 2 trial initiation. We plan to report initial results from the high-dose cohort of this Phase 2a trial of IMVT-1401 in patients with WAIHA in the first quarter of calendar year 2021. We also intend to announce three new indications for IMVT-1401 over the next 12 months. We obtained rights to IMVT-1401 pursuant to our license agreement, or the HanAll Agreement, with HanAll. Pursuant to the HanAll Agreement, we will be responsible for future contingent payments and royalties, including up to an aggregate of $442.5 million upon the achievement of certain development, regulatory and sales milestone events. We are also obligated to pay HanAll tiered royalties ranging from the mid-single digits to mid-teens on net sales of licensed products, subject to standard offsets and reductions as set forth in the HanAll Agreement. Recent Developments In August 2019, we initiated dosing in our ASCEND MG clinical trial. The ASCEND MG trial is a multi-center, randomized, placebo-controlled Phase 2a clinical trial designed to evaluate the safety, tolerability, Table of Contents TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/INVUP_investview_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/INVUP_investview_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..959a8fba1c01442659b454911b5cce09c0a0823c
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/INVUP_investview_prospectus_summary.txt
@@ -0,0 +1 @@
+prospectus summary contains an overview of the information from this prospectus, but may not contain all of the information that is important to you. This prospectus includes specific terms of the offering of our common stock, information about our business, and financial data. We encourage you to read this prospectus, including the "Risk Factors" section beginning on page 4, in its entirety before making an investing decision. You should read this prospectus together with additional information described below under the heading "Where You Can Find Additional Information." As used in this prospectus, the terms "we," "us," and "our" refer to InvestView, Inc., a corporation organized under the laws of the state of Nevada, including its subsidiaries, and our predecessors and subsidiaries, unless the context indicates a different meaning. Our Business We are dedicated to leveraging financial technology worldwide. We provide financial technology services and products for the benefit of individuals worldwide. By marrying emerging technologies to education and research, we can deliver information in real-time to anyone in the world. Our companies service four sectors: personal finance, big data, passive investments and alternative assets. The recent growth of each of these sectors is not slowing down and we anticipate growth of the next three years is astounding. We have established multiple subsidiaries, each with a dedicated focus to these high growth sectors. Our Address Our principal executive offices are located at 234 Industrial Way West, Ste. A202, Eatontown NJ 84101, and our telephone number is 732-889-4300. The Offering This prospectus relates to the resale of up to 575,428,571 shares of our common stock by DBR Capital, LLC, the selling stockholder ("DBR Capital"). On April 27, 2020, we entered into the Securities Purchase Agreement and Investor Rights Agreement with DBR Capital. The Investor Rights Agreement required us to file a registration statement registering DBR Capital s resale of the shares within 30 calendar days; however, DBR Capital consented to extend that deadline to July 15, 2020, to accommodate the filing of our annual report on Form 10-K. Under a Voting Rights Agreement entered into between DBR Capital and certain of our stockholders, the stockholders agreed to reduce the size of our board of directors to five directors and to elect two designees of DBR Capital to fill two of those five seats. James Bell and David B. Rothrock are currently members of our board of directors as the designees of DBR Capital. Accordingly, DBR Capital is deemed to be an affiliate of ours. On November 9, 2020, we completed a third closing with DBR Capital under the Securities Purchase Agreement originally entered into between the parties on April 27, 2020. At the third closing, DBR Capital purchased a $1,300,000 convertible secured promissory note. The promissory note is due on April 27, 2030, bears interest at the rate of 25% per year, is convertible into our common stock, at a conversion price of $0.007 per share, if certain benchmarks relating to the trading price and volume of the common stock are met, and is secured by the Guaranty and Collateral Agreement entered into between the parties as of May 15, 2020. As part of the third closing, certain agreements previously entered into were amended as follows: The April 2020 Securities Purchase Agreement was amended and restated to reduce the amount of the third closing and to add fourth and fifth closings now contemplated to occur on or before May 31, 2021, and August 31, 2021, respectively. The fourth and fifth closings are at the sole discretion of DBR Capital and we cannot provide any assurance that they will occur when contemplated or ever. The Amended and Restated Securities Purchase Agreement also provides for the issuance of additional shares of our common stock upon any event of default under the Notes. The April 27, 2020, and May 27, 2020, Notes were amended and restated to adjust the conversion price from approximately $0.0126 to $0.007 per share, consistent with the November 9, 2020, Note. The Investor Rights Agreement was amended to specify that David Rothrock is the investor director whose affirmative vote is required for certain actions and to require the approval of the investor director for any action taken by our board of directors. The Voting Agreement was amended to include provisions to expand our board of directors to seven members, leaving two seats vacant, and to allow DBR Capital to fill those vacancies and remove directors in the event of default by Investview. Additionally, certain of our founders entered into a Pledge Agreement, pledging certain common stock of their own as security to DBR Capital in the event of a default under the convertible promissory notes. The principal under the Notes is convertible into our common stock at a conversion price of $0.007 per share, representing a total of 471,428,571 shares. Additionally, we agreed to issue DBR Capital 104,000,000 shares of our common stock if we default under one or more of the Notes (the "Default Shares"). If the entire amount owed under the Notes was converted and sold and the Default Shares were issued and sold, those shares would represent approximately 16.4% of the total number of shares of our common stock outstanding after that conversion as of the date of this prospectus. PRELIMINARY PROSPECTUS Subject to Completion, Dated December [__], 2020 The information contained in this preliminary prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. INVESTVIEW, INC. 575,428,571 Shares of Common Stock This prospectus relates to the resale, from time to time, of up to 575,428,571 shares of the common stock of Investview, Inc., a Nevada corporation ("Investview"), that may be issued pursuant to three Convertible Secured Promissory Notes that we entered into with DBR Capital, LLC, which we refer to in this prospectus as the "Notes," and certain shares that we are contractually obligated to issue to DBR Capital if we default on one or more of the Notes. Please refer to the sections of this prospectus entitled "The Secured Convertible Promissory Notes" for descriptions of the Notes and our contractual obligations upon default and "Selling Stockholder" for additional information regarding the selling stockholder. We are not selling any shares of common stock in this offering and we will not receive any proceeds from the sale of the shares by the selling stockholder. DBR Capital may be deemed an "underwriter" within the meaning of the Section 2(a)(11) of the Securities Act of 1933, as amended (the "Securities Act"). The selling stockholder may offer and sell from time to time common stock using this prospectus in transactions: on the OTC Markets or otherwise; at market prices, which may vary during the offering period, or at negotiated prices; and in ordinary brokerage transactions, in block transactions, in privately negotiated transactions, or otherwise. See "Plan of Distribution" for more information about how the selling stockholder may sell the shares of common stock being registered pursuant to the registration statement that includes this prospectus. The selling stockholder has informed us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock. The selling stockholder will receive all of the proceeds from the sale of the shares and will pay all underwriting discounts and selling commissions relating to the sale of the shares. We have agreed to pay the legal, accounting, printing, and other expenses related to the registration of the sale of the shares. Our common stock is quoted on the OTCQB tier of the OTC Markets under the symbol "INVU." On December 16, 2020, the last reported sale price of our common stock was $0.04. An investment in our shares involves certain risks. We urge you to read the "Risk Factors" section beginning on page 4 and the remainder of this prospectus before making an investment decision. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is _______________, 2020. Sales of our common stock in this offering will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any conversions of the Notes. Although the number of shares of common stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any conversions by DBR Capital. Securities Offered Common stock offered by the selling stockholder: 575,428,571 shares issuable to DBR Capital upon conversion of the Notes and upon any default under the Notes Common stock outstanding before the offering: 3,062,481,329 shares Common stock to be outstanding after giving effect to the issuance of the offered shares registered hereunder: 3,637,909,900 shares Shares issuable upon exercise of outstanding options and warrants: We currently have 258,600 shares reserved for issuance upon exercise of outstanding warrants. Use of proceeds: We will not receive any proceeds from the sale of the shares of common stock by the selling stockholder in this offering. Risk factors: This investment involves a high degree of risk. See "Risk Factors" for a discussion of factors you should consider carefully before making an investment decision. OTC Markets (OTCQB) symbol: INVU Table of Contents Page Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/IRTC_irhythm_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/IRTC_irhythm_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7a61c6d801b225ac3c07399438979281db735b2d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/IRTC_irhythm_prospectus_summary.txt
@@ -0,0 +1 @@
+The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED AUGUST 18, 2020 1,000,000 Shares Common Stock We are offering 1,000,000 shares of our common stock. Our common stock is listed on The Nasdaq Global Select Market under the symbol IRTC. On August 17, 2020, the last reported sale price of shares of our common stock on The Nasdaq Global Select Market was $173.03 per share. Per ShareTotal Public offering price$$ Underwriting discounts and commissions (1) $$ Proceeds to iRhythm Technologies, Inc., before expenses$$ (1) See Underwriting for a description of the compensation payable to the underwriters We have granted the underwriters an option for a period of 30 days to purchase up to 150,000 additional shares of our common stock. Certain funds affiliated with Sands Capital have indicated an interest in purchasing approximately $150 million in shares of our common stock in this offering at the public offering price and on the same terms as the other investors in this offering. However, because indications of interest are not binding agreements or commitments to purchase, these investors may determine to purchase fewer shares than they indicate an interest in purchasing or not to purchase any shares in this offering. It is also possible that these investors could indicate an interest in purchasing more shares of our common stock. In addition, the underwriters could determine to sell fewer shares to any of these investors than the investors indicate an interest in purchasing or not to sell any shares to these investors. The underwriters will receive the same underwriting discounts and commissions on any of our shares of common stock purchased by one or more funds affiliated with Sands Capital as they will from any other shares of common stock sold to the public in this offering. Investing in our common stock involves a high degree of risk. See the section entitled Risk Factors beginning on page 8 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares to purchasers on or about August , 2020. J.P. MorganMorgan Stanley CitigroupTruist SecuritiesWilliam Blair The date of this prospectus is , 2020 TABLE OF CONTENTS Page PROSPECTUS SUMMARY 2
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/IVEVF_inventiva_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/IVEVF_inventiva_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8d06240fa3f5aa9475e5e2cd93ad550a4ada5ec6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/IVEVF_inventiva_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in our ordinary shares (including ordinary shares in the form of ADSs). You should read the entire prospectus carefully, including "Risk Factors" and our financial statements and the related notes appearing elsewhere in this prospectus. You should carefully consider, among other things, the matters discussed in the sections of this prospectus titled "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" before making an investment decision. Unless otherwise indicated, "Inventiva," "the company," "our company," "we," "us" and "our" refer to Inventiva S.A. Overview We are a clinical-stage biopharmaceutical company focused on the development of oral small molecule therapies for the treatment of non-alcoholic steatohepatitis, or NASH, mucopolysaccharidoses, or MPS, and other diseases with significant unmet medical need. We have built a pipeline backed by a discovery engine with an extensive library of proprietary molecules, a wholly-owned research and development facility and a team with significant expertise and experience in the development of compounds that target nuclear receptors, transcription factors and epigenetic modulation. Leveraging these assets and expertise, we are advancing two clinical candidates, lanifibranor and odiparcil, for the treatment of NASH and MPS, respectively, as well as a deep pipeline of earlier stage programs in oncology and other diseases with significant unmet medical need. Lanifibranor for the Treatment of NASH. We are developing our lead product candidate, lanifibranor, for the treatment of patients with NASH, a progressive, chronic liver disease for which there are currently no approved therapies. NASH is believed to affect 12% of the United States population and is a leading cause of cirrhosis, liver transplantation and liver cancer. Compared to the general population, patients with NASH have a ten-fold greater risk of liver-related mortality. NASH is characterized by a metabolic process known as steatosis, or the excessive accumulation of fat in the liver, inflammation and ballooning of liver cells and progressive liver fibrosis that can ultimately lead to cirrhosis. Lanifibranor is an orally-available small molecule in development for the treatment of NASH that acts to induce anti-fibrotic, anti-inflammatory and beneficial vascular and metabolic changes in the body by activating all three peroxisome proliferator-activated receptor, or PPAR, isoforms. PPARs are well-characterized nuclear receptor proteins that regulate gene expression, and their relevance for the fibrotic, inflammatory, vascular and metabolic processes that characterize NASH is well-established. While there are other PPAR agonists that target only one or two PPAR isoforms, lanifibranor is the only pan-PPAR agonist in clinical development. We believe that this pan-PPAR approach provides for a combination of anti-fibrotic, anti-inflammatory and beneficial vascular and metabolic effects that cannot be obtained with single and dual PPAR agonists. In June 2020, we announced positive topline results from our NATIVE Phase IIb clinical trial of lanifibranor in patients with NASH. In this trial, treatment with lanifibranor at a dose of 1,200 mg met the primary endpoint of a reduction in inflammation and ballooning with no worsening of fibrosis after 24 weeks of treatment, while continuing to show the favorable tolerability profile observed in prior clinical trials of lanifibranor. Treatment with lanifibranor at doses of 800 mg and 1,200 mg also met the key secondary endpoints of resolution of NASH with no worsening of fibrosis and, at the 1,200 mg dose, of improvement in liver fibrosis without worsening NASH, which are the primary endpoints relevant for seeking accelerated approval from the U.S. Food and Drug Administration, or FDA, and the European Medical Agency, or EMA, after future Phase III development. In light of these positive results, we plan to advance lanifibranor, either alone or together with a collaborator, into pivotal development after end of Phase IIb meetings with the FDA and scientific advice meetings with the EMA, which are expected to take place in the fourth quarter of 2020. Lanifibranor has received fast track designation from the FDA for the treatment of NASH. Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Our financial statements included in this prospectus are presented in euros and, unless otherwise specified, all monetary amounts are in euros. All references in this prospectus to "$," "US$," "U.S.$," "U.S. dollars," "dollars" and "USD" mean U.S. dollars and all references to " " and "euros," mean euros, unless otherwise noted. Throughout this prospectus, references to ADSs mean ADSs or ordinary shares represented by such ADSs, as the case may be. Through and including , 2020 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. MARKET, INDUSTRY AND OTHER DATA Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market size estimates, is based on information from independent industry analysts, third-party sources and management estimates. Management estimates are derived from publicly-available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us based on such data and our knowledge of such industry and market, which we believe to be reasonable. In addition, while we believe the market opportunity information included in this prospectus is generally reliable and is based on reasonable assumptions, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/JAGX_jaguar_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/JAGX_jaguar_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7f41c21520af1cc3693f54c9f5c5b4a364fb195e
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/JAGX_jaguar_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following is a summary of what we believe to be the most important aspects of our business and the offering of our securities under this prospectus. We urge you to read this entire prospectus, including the more detailed financial statements, notes to the financial statements and other information incorporated by reference from our other filings with the SEC. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our securities. Overview We are a commercial stage pharmaceutical company focused on developing novel, sustainably derived gastrointestinal products on a global basis. Our wholly-owned subsidiary, Napo Pharmaceuticals, Inc. ( Napo ), focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Our Mytesi (crofelemer) product is a first-in-class anti-secretory agent, approved by the U.S. Food and Drug Administration ( FDA ) for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar was founded in San Francisco, California as a Delaware corporation on June 6, 2013. Napo formed Jaguar to develop and commercialize animal health products. Effective as of December 31, 2013, Jaguar was a wholly-owned subsidiary of Napo, and, until May 13, 2015, Jaguar was a majority-owned subsidiary of Napo. On July 31, 2017, the merger of Jaguar Animal Health, Inc. and Napo became effective, at which point Jaguar Animal Health s name changed to Jaguar Health, Inc. and Napo began operating as a wholly-owned subsidiary of Jaguar focused on human health and the ongoing commercialization of, and development of follow-on indications for Mytesi. Most of the activities of the Company are now focused on the commercialization of Mytesi and development of follow-on indications for crofelemer and a second-generation anti-secretory product, lechlemer. In the field of animal health, we have limited activities which are focused on developing and commercializing first-in-class gastrointestinal products for dogs, dairy calves, foals, and high value horses. We believe Jaguar is poised to realize a number of synergistic, value adding benefits and an expanded pipeline of potential blockbuster human follow-on indications of crofelemer, and a second- generation anti-secretory agent upon which to build global partnerships. As previously announced, Jaguar, through Napo, now holds extensive global rights for Mytesi, and crofelemer manufacturing is being conducted at two FDA-inspected and approved locations, including a recently developed, multimillion-dollar commercial manufacturing facility. Additionally, several of the drug product candidates in Jaguar s Mytesi pipeline are backed by strong Phase 2 evidence from completed Phase 2 trials. Mytesi is a novel, first-in-class anti-secretory agent which has a basic normalizing effect locally on the gut, and this mechanism of action has the potential to benefit multiple gastrointestinal disorders. Mytesi is in development for multiple possible follow-on indications, including cancer therapy-related diarrhea (CTD); orphan-drug indications for infants and children with congenital diarrheal disorders (CDDs) and short bowel syndrome (SBS); supportive care for inflammatory bowel disease (IBD); irritable bowel syndrome (IBS); and for idiopathic/functional diarrhea. In addition, a second-generation proprietary anti-secretory agent, lechlemer, is in development for cholera. Mytesi has received orphan-drug designation for SBS. Lisa A. Conte Chief Executive Officer and President Jaguar Health, Inc. 201 Mission Street, Suite 2375 San Francisco, California 94105 (415) 371-8300 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Table of Contents Description of the Oasis Equity Line and Issuance of Series B-2 Preferred Stock Description of the Oasis Equity Line On March 24, 2020, the Company entered into the Equity Purchase Agreement with Oasis Capital, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Oasis Capital is committed to purchase up to an aggregate of $2.0 million of shares of Common Stock over the 36-month term of the Equity Purchase Agreement. Concurrently with entering into the Equity Purchase Agreement, the Company also entered into a registration rights agreement with Oasis Capital (the Registration Rights Agreement ), in which the Company agreed to file one or more registration statements, as permissible and necessary to register under the Securities Act, registering the resale of the shares of Common Stock that may be issued to Oasis Capital under the Equity Purchase Agreement. The purpose of the equity line is to provide the Company with proceeds as may be necessary for working capital and general corporate purposes, including the additional purchase of API and drug product to address potential impact of coronavirus pandemic. Under the Equity Purchase Agreement, after the SEC has declared effective the registration statement referred to above, on any trading day selected by the Company (such date, the Put Date), the Company has the right, in its sole discretion, to present Oasis Capital with a purchase notice (each, a Put Notice ), directing Oasis Capital (as principal) to purchase up to the lesser of (i) 200,000 shares of Common Stock or (ii) 20% of the average trading volume of Common Stock in the 10 trading days immediately preceding the date of such Put Notice, at a per share price (the Purchase Price ) equal to $0.436 (each, an Option 1 Put ), provided that the aggregate amount of all Option 1 Puts and Option 2 Puts (as defined below) does not exceed $2.0 million. In addition, on any date on which Oasis Capital receives shares of Common Stock in connection with a Put Notice (the Clearing Date ), the Company also has the right, in its sole discretion, to present Oasis Capital with a Put Notice (each, an Option 2 Put ) directing Oasis Capital to purchase an amount of Common Stock equal to the lesser of (i) such amount that equals 10% of the daily trading volume of the Common Stock on the date of such Put Notice and (ii) $200,000, provided that the aggregate amount of the Option 1 Put and Option 2 Put on any Put Date or Clearing Date does not exceed $500,000 and the aggregate amount of all Option 1 Puts and Option 2 Puts does not exceed $2.0 million. The purchase price per share pursuant to such Option 2 Put is equal to $0.436. The Threshold Price (defined below) and the Purchase Price will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the period(s) used to compute the Threshold Price or the Purchase Price. The Equity Purchase Agreement provides that the Company and Oasis Capital shall not effect any sales under the Equity Purchase Agreement on any purchase date where the lowest traded price of the Common Stock on both such date and on the immediately preceding trading day is less than $0.5014 (the Threshold Price ). The Company will control the timing and amount of sales of Common Stock to Oasis Capital; provided that the Company shall not deliver any Option 1 Put or Option 2 Put that would result in the Investor beneficially owning a number of shares of Common Stock in excess of 9.99% of the shares of Common Stock then outstanding or a violation of the rules of the Nasdaq Capital Market. Oasis Capital has no right to require any sales by the Company, but is obligated to make purchases from the Company as directed by the Company in accordance with the Equity Purchase Agreement. There are no limitations on use of proceeds, financial or business covenants, rights of first refusal, or participation rights in the Equity Purchase Agreement. In consideration for entering into the Equity Purchase Agreement, the Company agreed to issue Oasis Capital 68,807 shares of Common Stock, subject to the Company s receipt of approval by the Company s stockholders (the Commitment Shares ) which are not registered hereunder. The Equity Purchase Agreement may be terminated by the Company at any time, at its discretion, without any cost to the Company. Oasis Capital has agreed that neither it nor any of its agents, representatives and affiliates shall engage in any direct or indirect short-selling or hedging of Common Stock during any time prior to the termination of the Equity Purchase Agreement. Copies of all correspondence to: Donald C. Reinke, Esq. Reed Smith LLP 1510 Page Mill Road, Suite 110 Palo Alto, California 94304 (650) 352-0500 Table of Contents Private Placement of Shares of Series B-2 Preferred Stock Issuance On November 13, 2019, the Company entered into a securities purchase agreement (the Warrant Purchase Agreement and collectively with the Equity Purchase Agreement, the Purchase Agreements ) with Oasis Capital pursuant to which the Company issued and sold, in a registered public offering by the Company directly to Oasis Capital, pre-funded warrants to purchase up to 2,222,223 shares (the Pre-Funded Warrant Shares ) of Common Stock at an offering price of $0.80 per share (the Pre-Funded Warrants ), which when added together with the exercise price of $0.01 per share, equals the Minimum Price as defined under Nasdaq Listing Rule 5635(d). On December 23, 2019, the Company filed the Series B-2 Certificate of Designation with the Secretary of State of the State of Delaware creating a new series of authorized preferred stock of the Company, designated as the Series B-2 Convertible Preferred Stock. The Series B-2 Certificate of Designation became effective with the Secretary of State of the State of Delaware upon filing. The shares of Series B-2 Convertible Preferred Stock (the Series B-2 Preferred Stock ) rank on par with the shares of the Common Stock, in each case, as to dividend rights and distributions of assets upon liquidation, dissolution or winding up of the Company. With certain exceptions, as described in the Series B-2 Certificate of Designation, the shares of Series B-2 Preferred Stock have no voting rights. However, as long as any shares of Series B-2 Preferred Stock remain outstanding, the Series B-2 Certificate of Designation provides that the Company shall not, without the affirmative vote of holders of a majority of the then outstanding shares of Series B-2 Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B-2 Preferred Stock or alter or amend the Series B-2 Certificate of Designation or (b) enter into any agreement with respect to any of the foregoing. Each share of Series B-2 Preferred Stock is convertible at any time at the holder s option into 190 shares of Common Stock, which conversion ratio will be subject to adjustment for stock splits, stock dividends, distributions, subdivisions and combinations and other similar transactions as specified in the Series B-2 Certificate of Designation. Notwithstanding the foregoing, the Series B-2 Certificate of Designation further provides that the Company shall not effect any conversion of the shares of Series B-2 Preferred Stock, with certain exceptions, to the extent that, after giving effect to an attempted conversion, the holder of shares of Series B-2 Preferred Stock (together with such holder s affiliates and any persons acting as a group together with such holder or any of such holder s affiliates) would beneficially own a number of shares of Common Stock in excess of 9.99% of the shares of Common Stock then outstanding. At the holder s option, upon notice to the Company, the holder may increase or decrease this beneficial ownership limitation not to exceed 9.99% of the shares of Common Stock then outstanding, with any such increase becoming effective upon 61 days prior notice to the Company. On December 23, 2019, the Company entered into an exchange agreement (the Exchange Agreement ) with Oasis Capital, pursuant to which Oasis Capital exchanged the remaining Pre-Funded Warrants exercisable for 1,236,223 shares of Common Stock and 695,127 Pre-Funded Warrant Shares currently held by Oasis (collectively, the Exchange Securities ) for 10,165 shares (the Series B-2 Preferred Shares ) of the Company s newly authorized Series B-2 Convertible Preferred Stock (the Exchange Transaction ). No additional shares of Common Stock were issued to Oasis Capital in the Exchange Transaction, and the number of shares of Common Stock underlying the Exchange Securities is equal to the number of shares of Common Stock underlying the Series B-2 Preferred Shares. In connection with the Exchange Agreement, the Company and Oasis entered into a lock-up agreement, pursuant to which Oasis agreed, subject to certain exceptions, not to lend, offer, pledge, sell or otherwise transfer the Series B-2 Preferred Shares (or any shares into which the Series B-2 Preferred Shares are exchanged or converted) or publicly disclose the intention to do so, during the six months immediately following the closing of the Exchange Transaction. On January 22, 2020, the Company and Oasis entered into the First Amendment to the Exchange Agreement (the Amendment ) to correct an inadvertent error regarding the restrictive legend imprinted on the Series B-2 Preferred Shares and clarify that that the Exchange Transaction is intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act of 1933, as amended. Recent Developments Reverse Stock Split and Decrease in Authorized Shares On June 3, 2019, we filed an amendment to our Third Amended and Restated Certificate of Incorporation to effect on June 7, 2019, a 1-for-70 reverse split of our voting common stock. Accordingly, all of the stock figures and related market, conversion and exercise prices in this prospectus have been adjusted to reflect the reverse split. Nasdaq Compliance On December 30, 2019, the Company received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC indicating that the closing bid price for the Company s Common Stock for the last 30 consecutive business days was below the $1.00 per share minimum required for continued listing under Nasdaq Listing Rule 5550(a)(2). The Company has a 180 calendar day grace period, or until June 29, 2020, to regain compliance with the minimum bid price requirement. The minimum bid price requirement will be met if the Common Stock has a minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the 180 calendar day grace period. Approximate date of commencement of proposed sale of the securities to the public: From time to time after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filero Non-accelerated filer x Smaller reporting company x Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. x Table of Contents Resignation of Directors On February 21, 2020, Jeffery Johnson and Murray David MacNaughtan each notified the Company s Board of Directors (the Board ) of his intention to resign as a member of the Board, effective as of February 21, 2020, including, in the case of Mr. Johnson, his role as a member of the Compensation Committee and Nominating Committee. Mr. Johnson and Mr. MacNaughtan were each originally designated to the Board in 2018 pursuant to the director election rights of Sagard Capital Partners, L.P. ( Sagard ) as the holder of the Company s Series A Convertible Participating Preferred Stock (the Series A Preferred Stock ). They each resigned because the holders of all the shares of the Series A Preferred Stock currently outstanding are entitled to vote in the aggregate less than 5% of all of the votes entitled to be cast by holders of all securities of the Company at any meeting of the stockholders of the Company, the ownership requirement for Sagard s right to designate directors to the Board. Their decision to resign did not involve any disagreement with the Company, its management or the Board. Royalty Interest Transaction On March 4, 2020, the Company entered into a royalty interest purchase agreement ( Purchase Agreement ) with Iliad Research and Trading, L.P., a Utah limited partnership affiliated with Chicago Venture Partners ( CVP ), pursuant to which the Company sold to CVP a royalty interest entitling CVP to receive $500,000 of future royalties on sales of Mytesi (crofelemer) and certain up-front license fees and milestone payments from licenses and/or distributions for an aggregate purchase price of $350,000. The Company will be obligated to make minimum royalty payments on a monthly basis beginning on September 4, 2020 in an amount equal to the greater of (i) $25,000 (which increases to $43,750 beginning on March 4, 2021) and (ii) 10% of the Company s net sales of Mytesi and 10% of worldwide revenues related to upfront licensing fees and milestone payments from licensees and/or distributors, but specifically excluding licensing fees and/or milestone payments that are reimbursements of clinical trial expenses. Warrant Repricing On March 5, 2020, the Company entered into a warrant exercise agreement (the Exercise Agreement ) with a holder (the Holder ) of its Series 2 warrants (the Warrants ) previously issued in the Company s registered public offering on July 23, 2019, pursuant to which the Holder agreed to exercise in cash its Warrants to purchase an aggregate of 90,940 shares of the Company s common stock, par value $0.0001 per share (the Common Stock ), at a reduced exercise price of $0.605 per share, which is the Minimum Price (as defined under Nasdaq Listing Rule 5635(d)) as of the date of such Exercise Agreement, for gross proceeds to the Company of approximately $55,000. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price per Share(2) Proposed Maximum Aggregate Offering Price(2) Amount of Registration Fee(3) Common Stock, par value $0.0001 per share 4,587,155 $ 0.436 $ 1,999,999.58 $ 259.60 Common Stock, par value $0.0001 per share, issuable upon conversion of Series B-2 Convertible Preferred Stock 1,431,460 $ 0.81 $ 1,159,482.60 $ 150.50 Total 6,018,615 $ 3,159,482.18 $ 410.10 (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover additional securities that may be offered or issued to prevent dilution resulting from splits, dividends or similar transactions. (2) Calculated pursuant to Rule 457(a) based on a proposed maximum aggregate offering price. (3) $410.10 previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Warrant Exercise and Preferred Stock Amendment Agreement On March 24, 2020, the Company entered into a warrant exercise and preferred stock amendment agreement (the Amendment Agreement ) with a holder (the Holder ) of its Warrants previously issued in the Company s registered public offering on July 23, 2019, pursuant to which the Holder agreed to exercise in cash its Warrants to purchase an aggregate of 1,250,000 shares of Common Stock, at a reduced exercise price of $0.5227 per share, which is a 20% premium to the Minimum Price (as defined under Nasdaq Listing Rule 5635(d)) as of the date of such Amendment Agreement (the Minimum Price ), for gross proceeds to the Company of approximately $653,400. The Company intends to use the proceeds for working capital and general corporate purposes, including the additional purchase of API and drug product to address potential impact of coronavirus pandemic. As further inducement to enter into the Amendment Agreement, the Company agreed to reduce the conversion price of the Company s Series B convertible preferred stock (the Series B Preferred Stock ) from $2.00 to $0.4456, which is equal to the Minimum Price plus $0.01. In addition, the Company and Holder entered into a leak-out agreement (the Leak-Out Agreement ) wherein Holder (together with certain of its affiliates) agreed to not sell, dispose or otherwise transfer, directly or indirectly (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions), on any trading day from the date of the Leak-Out Agreement until the date that the Holder no longer holds any Conversion Shares or Warrant Shares, during any periods that the closing bid price of the Common Stock is less than the then effective exercise price of the Warrants, the Conversion Shares or Warrant Shares in an amount more than the greater of the average of (a) $20,000 per trading day each month and (b) an amount equal to 20% of the (i) average daily trading volume of Common Stock per calendar month or (ii) trading volume of Common Stock on such trading day, subject to certain exceptions. Landlord Letter of Credit As previously disclosed, on August 28, 2018, the Company entered into an Office Lease Agreement (the Lease ) with CA-Mission Street Limited Partnership, a Delaware limited partnership ( Landlord ), to extend the Company s lease for approximately 6,311 square feet of office space located at 201 Mission Street, Suite 2375, San Francisco, California (the Premises ). Concurrently with the execution of this Lease, the Company was required to deliver to the Landlord a standby, unconditional, irrevocable, transferable letter of credit, naming Landlord as beneficiary, as collateral for the full performance by the Company of all of its obligations under the Lease and for all losses and damages Landlord may suffer as a result of the Company s failure to comply with one or more provisions of the Lease. On March 24, 2020, the Company entered into a Landlord Letter of Credit Agreement with Charles Conte (the LC Facilitator ), the brother of Lisa A. Conte, the Company s President, Chief Executive Officer and member of the Company s board of directors (the Landlord LC Agreement ), pursuant to which the Company will, subject to Landlord s consent, replace the existing letter of credit in the amount of $475,000 entered into on August 28, 2018 by the Company with Pacific Capital Management, LLC to satisfy the letter of credit requirement in the Lease (the Original LC ) with a new letter of credit in the amount of $475,000 (the New LC ). Pursuant to the Landlord LC Agreement, the Company will pay the LC Facilitator an amount equal to $10,000 per month as consideration for the New LC and reimburse LC Facilitator up to $7,500 for reasonable out-of-pocket expenses incurred in establishing the New LC. The New LC will expire no earlier than December 31, 2020, provided, however that the Company, at no additional cost, may replace the New LC on an earlier date, at the Company s sole discretion upon 30 days written notice to LC Facilitator. Corporate Information We were incorporated in the State of Delaware on June 6, 2013. Our principal executive offices are located at 201 Mission Street, Suite 2375, San Francisco, CA 94015 and our telephone number is (415) 371-8300. Our website address is https://jaguar.health. The information contained on, or that can be accessed through, our website is not part of this prospectus. Our common stock is listed on the Nasdaq Capital Market and trades under the symbol JAGX. Jaguar Health, our logo, Canalevia, Neonorm and Mytesi are our trademarks that are used in this prospectus. This prospectus also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this prospectus appear without the , or TM symbols, but those references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and tradenames. Table of Contents Explanatory Note This pre-effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-237587) (this Registration Statement ) is being filed solely to include the Registrant s definitive proxy statement on Schedule 14A, relating to the Registrant s Annual Meeting of Stockholders to be held on May 15, 2020, filed on April 13, 2020, in Item 12 (Incorporation of Certain Information by Reference) of Part I of this Registration Statement. No other changes or additions are being made hereby to the Prospectus constituting Part I of the Registration Statement or to Part II of this Registration Statement. Table of Contents THE OFFERING Common stock to be offered by the Selling Stockholder Up to 6,018,615 shares Shares of Common Stock outstanding before this offering 18,324,578 shares, as of March 26, 2020 Shares of Common Stock outstanding after this offering (assuming the conversion of all Series B-2 Convertible Preferred Stock into shares of Common Stock) 24,343,193 shares Use of Proceeds We will not receive any proceeds from the sale of Common Stock by the Selling Stockholder. We will receive proceeds from the sale of shares to Oasis Capital under the Equity Line. Oasis Capital has committed to purchase up to $2,000,000 worth of shares of our common stock (the Put Shares ) over the 36-month term of the Equity Purchase Agreement. Plan of Distribution The Selling Stockholder may, from time to time, sell any or all of their shares of our Common Stock on the stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be fixed or negotiated prices. For further information, see Plan of Distribution beginning on page 16.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/KCLHF_kingsoft_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/KCLHF_kingsoft_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/KCLHF_kingsoft_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/KLRS_kalaris_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/KLRS_kalaris_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..385c75ac5500fba9677474bc040b50328b4d3039
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/KLRS_kalaris_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes included elsewhere in this prospectus and the sections entitled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations. As used in this prospectus, unless the context otherwise requires, references to AlloVir, the Company, we, us and our refer to AlloVir, Inc. and, where appropriate, our subsidiaries. Overview We are a leading late clinical-stage cell therapy company developing highly innovative allogeneic T cell therapies to treat and prevent devastating viral diseases. Our innovative and proprietary virus-specific T cell, or VST, therapy platform allows us to generate off-the-shelf VSTs designed to restore immunity in patients with T cell deficiencies who are at risk from the life-threatening consequences of viral diseases. There is an urgent medical need for therapies to treat a large number of patients suffering from viral diseases who currently have limited or no treatment options. To date, we have generated five innovative, allogeneic, off-the-shelf VST therapy candidates targeting 12 different devastating viruses, the most advanced of which has successfully completed a proof-of-concept trial across five viruses and is entering initial pivotal trials for the treatment of virus-associated hemorrhagic cystitis in the fourth quarter of 2020. Our lead product candidate, Viralym-M, is a multi-VST therapy targeting five viruses: BK virus, or BKV, cytomegalovirus, or CMV, adenovirus, or AdV, Epstein-Barr virus, or EBV, and human herpesvirus 6, or HHV-6. We are initially focusing the development of Viralym-M in immunocompromised allogeneic hematopoietic stem cell transplant, or HSCT, and solid organ transplant, or SOT, patients who are at high risk for life-threatening viral infections from the five viruses targeted by Viralym-M. In our Phase 2 proof-of-concept trial in 58 allogeneic HSCT patients with one or more treatment-refractory infections who were treated with Viralym-M, 93% achieved a clinical response. Viralym-M has the potential to fundamentally transform the treatment landscape for transplant patients by substantially reducing or preventing disease morbidity and mortality, thereby dramatically improving patient outcomes. To fully explore the clinical benefit of Viralym-M, we plan to initiate a total of three Phase 3 pivotal and three Phase 2 proof-of-concept trials in 2020 and 2021 for the treatment and prevention of life-threatening viral diseases in pediatric and/or adult patients, each representing a potential meaningful commercial opportunity. Based on the data generated from our Phase 2 proof-of-concept trial and the critical medical need, Viralym-M has been granted PRIority MEdicines, or PRIME, designation by the European Medicines Agency, or the EMA, for the treatment of serious infections caused by its five targeted viruses in HSCT patients. Moreover, Viralym-M was also granted a Regenerative Medicine Advanced Therapy, or RMAT, designation by the U.S. Food and Drug Administration, or the FDA, for the treatment of hemorrhagic cystitis, or HC, caused by BKV in adults and children following allogeneic HSCT. To date, Viralym-M is one of only seven investigational therapies to receive both PRIME and RMAT designations. While these designations may not lead to a faster development process and do not increase the likelihood that a product candidate will receive approval from the FDA or EMA, we expect that PRIME and RMAT designation will result in increased EMA and FDA interactions to support our development efforts and may enable an expedited regulatory review process. In addition, the EMA s Committee for Orphan Medical Products granted orphan medicinal product designation to Viralym-M for all five targeted viruses in HSCT patients. In clinical trials conducted to date, we have treated over 275 allogeneic HSCT patients with either single or multi-virus targeted allogeneic VSTs and our product candidates have been generally well-tolerated and have been associated with clinical benefit as indicated by the high response rate demonstrated in immunocompromised Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS (Subject to Completion) Issued July 23, 2020 14,750,000 shares COMMON STOCK We are offering 14,750,000 shares of our common stock. This is our initial public offering and no public market exists for our shares. We anticipate that the initial public offering price will be between $16.00 and $18.00 per share. We have applied to list our common stock on The Nasdaq Global Market under the symbol ALVR . We are an emerging growth company as defined under the U.S. federal securities laws and, as such, may elect to comply with reduced public company reporting requirements for this and future filings. See Prospectus Summary Implications of Being an Emerging Growth Company and a Smaller Reporting Company. Investing in our common stock involves a high degree of risk. See Risk Factors beginning on page 15. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Price to Public Underwriting Discounts and Commissions Proceeds to Company(1) Per share $ $ $ Total $ $ $ (1) See Underwriting for a description of the compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase up to 2,212,500 additional shares of common stock. The underwriters expect to deliver the shares of common stock to purchasers on , 2020. MORGAN STANLEY J.P. MORGAN SVB LEERINK PIPER SANDLER Prospectus dated , 2020 Table of Contents patients with drug-refractory infections and diseases. We believe that our allogeneic, off-the-shelf VSTs can benefit patients with other conditions characterized by T cell deficiencies who are at high risk for life-threatening viral diseases, including immunocompromised cancer patients, the elderly and young children with immature immune systems. We are advancing a pipeline of VST therapy candidates that can be delivered to individuals with compromised immune systems and those who are at high risk, or suffering from, the life-threatening consequences of viral diseases. We expect to have three cell therapies in the clinic by the end of 2020. Our Pipeline There is an urgent medical need for therapies to treat a large number of patients suffering from devastating viral diseases who currently have limited or no treatment options. To address this need, we are advancing a pipeline of five allogeneic, off-the-shelf VST therapy candidates targeting 12 different viruses to treat and prevent life-threatening viral diseases. For each of these pipeline therapies, we have global development and commercialization rights. The chart below summarizes key information about our programs. Viralym-M (ALVR105) is an allogeneic, off-the-shelf VST therapy targeting five common viruses: BKV, CMV, AdV, EBV and HHV-6, which can lead to devastating viral disease in the allogeneic HSCT population. In our Phase 2 proof-of-concept trial, 93% of allogeneic HSCT patients with infections from one or more of the target viruses and who previously failed or were intolerant to conventional antiviral treatments achieved a clinical response when treated with Viralym-M therapy. We plan to initiate three Phase 3 pivotal trials and three Phase 2 proof-of-concept trials of Viralym-M in 2020 and 2021. Given that our VST product candidate targets multiple viruses, Viralym-M has multiple potential applications. We are initially focusing the development of Viralym-M in allogeneic HSCT and SOT patients who are at high risk for life-threatening viral infections as follows: Treatment of Virus-Associated HC (BKV, CMV and/or AdV) Treatment of CMV Infections Treatment of AdV Infections Prevention of Multi-Virus Infections (BKV, CMV, AdV, EBV, HHV-6, and JCV) Table of Contents TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/KROS_keros_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/KROS_keros_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/KROS_keros_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/LAAOF_li-auto_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/LAAOF_li-auto_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cf7bb96447f192c0af74f74426b6508fa92bef83
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/LAAOF_li-auto_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ADSs discussed under "Risk Factors," before deciding whether to invest in our ADSs. This prospectus contains information from an industry report commissioned by us and prepared by China Insights Consultancy, or CIC, an independent research firm, to provide information regarding our industry. We refer to this report as the CIC Report. Overview We are an innovator in China's new energy vehicle market. We design, develop, manufacture, and sell premium smart electric SUVs. Through our product, technology, and business model innovation, we provide families with safe, convenient, and cost-effective mobility solutions. We are the first to successfully commercialize extended-range electric vehicles, or EREVs, in China. Our first model, Li ONE, is a six-seat, large premium electric SUV equipped with a range extension system and cutting-edge smart vehicle solutions. We started the volume production of Li ONE in November 2019 and delivered over 27,400 Li ONEs as of November 30, 2020. We are dedicated to serving the mobility needs of families in China. To this end, we strategically focus on the SUV segment within a price range of RMB200,000 (approximately US$29,000) to RMB500,000 (approximately US$74,000). With their growing consumption power, families in China tend to choose SUVs for daily commutes and weekend family trips. As one of the most competitive SUV models in China, Li ONE is well positioned to capture the huge growth opportunity of this segment. We believe that Li ONE offers our customers unparalleled value for money with the performance, functionality, and cabin-space of a large premium SUV but pricing close to a compact premium SUV. We leverage technology to create value for our customers. We concentrate our in-house development efforts on our proprietary range extension system and smart vehicle solutions. Our proprietary range extension system enables customers to enjoy all the benefits of an electric vehicle while freeing them from range anxiety typically associated with battery electric vehicles, or BEVs. We believe that our range extension solution will contribute to wider and earlier adoption of electric vehicles in China. Our range extension solution also enables us to significantly reduce our bill of materials cost, or BOM cost, which results in more competitive pricing of Li ONE when compared to BEVs and ICE vehicles in a similar class. In addition, we have developed our signature four-display interactive system, full-coverage in-car voice control system, and advanced driver-assistance system, or ADAS, delivering safe and enjoyable driving and riding experiences to our customers. Furthermore, our utilization of firmware over-the-air upgrades, or FOTA upgrades, enables us to provide additional functionalities and improve vehicle performance continuously throughout the entire vehicle lifecycle. We have digitalized our customer interactions and established our own direct sales and servicing network to continuously improve operational efficiency. With our integrated online and offline platform, we can achieve higher efficiency in sales and marketing than automakers that rely on third-party dealerships to reach customers. In particular, we have developed a data-driven, closed-loop digital platform to manage all customer interactions from sales leads to customer reviews, which enables us to significantly reduce customer acquisition costs. Quality is essential to our business. We manufacture in-house and collaborate with industry-leading suppliers to ensure the high quality of our vehicles. We have built our own state-of-the-art manufacturing base in Changzhou, Jiangsu Province, China, which allows our engineering and manufacturing teams to seamlessly collaborate with each other and streamline the feedback loop for FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents rapid product enhancements and quality improvements. We have also implemented strict quality control protocols and measurements for selecting and managing our suppliers. We plan to launch a full-size premium electric SUV in 2022, which will be equipped with our next-generation EREV powertrain system. In the future, to target a broader consumer base, we will expand our product lineup by developing new vehicles including mid-size and compact SUV models. Challenges Facing China's NEV Market China is both the largest passenger vehicle market and the largest NEV market in the world as measured by sales volume. China's NEV market is currently skewed towards BEVs, as 81.3% of the NEVs sold in China in 2019 were BEVs, according to the CIC Report. We believe that smart electric vehicles represent the future of the automotive industry. However, the development of NEVs in China is currently facing two fundamental challenges as follows. Inadequate Charging Infrastructure Charging infrastructure is currently a bottleneck of China's NEV market. The inconvenience of, and lengthy time needed for, BEVs' charging solutions cause range anxiety, which limits use cases and impedes the wider acceptance of BEVs in China. China faces a problem of inadequate private and public fast charging infrastructure. The development of private charging infrastructure is affected by factors such as limited residential parking space in cities with high population density, low percentages of residential parking space suitable for installing home charging stalls, and power grid capacity limits in aged residential areas. As of December 31, 2019, fewer than 25% of families in first-tier cities in China had parking space suitable for installing home charging stalls, compared with over 70% of families in the United States, according to the CIC Report. As a result, a substantial number of BEV owners in China have to rely on public charging infrastructure. As of December 31, 2019, the ratio of NEV parc to public fast charging stalls was 17.7 to 1, according to the CIC Report. This demonstrates the insufficient number of public fast charging stalls in China to support the growth of BEVs. Exceedingly Higher Costs Compared to ICE Vehicles The current costs of manufacturing NEVs, especially BEVs, far exceed those of comparable ICE vehicles. While government subsidies and other favorable incentives used to enable automakers to price NEVs competitively, the phase-out of subsidies makes it difficult for automakers to price NEVs at levels that are attractive for consumers while still generating appropriate profit for themselves. The higher costs of NEVs to automakers are primarily attributable to the current level of battery technology. Lithium-ion batteries, which are widely used in BEVs, are costly and were priced at approximately US$166 per kilowatt-hour in 2019, according to the CIC Report. The incremental cost of battery, electric motor, and electric controller replacing the ICE powertrain could contribute to an extra 30% to 35% of BOM cost for a large battery electric SUV, compared with a large ICE SUV. In addition, BEVs generally use a higher percentage of lightweight materials such as aluminum for the vehicle body and suspension system in order to balance the heavy weight and accommodate the large size of battery packs. Our Solution To address the challenges facing China's NEV market, we have developed our proprietary EREV technology and applied it to our first model, Li ONE. An EREV is purely electric-driven by its electric motors, but its energy source and power come from both its battery pack and range extension system. A range extension system generates electricity Li Auto Inc. (Exact name of Registrant as specified in its charter) Note: (1)For illustrative purposes, A-class refers to SUVs of comparable lengths and configurations to the Mercedes-Benz GLA, BMW X1, and Audi Q3; B-class refers to SUVs of comparable lengths and configurations to the Mercedes-Benz GLC, BMW X3, and Audi Q5L; C-class refers to SUVs of comparable lengths and configurations to the Mercedes-Benz GLE, BMW X5, and Audi Q7. Li ONE's energy can be replenished by slow charging, fast charging, and refueling. Li ONE can operate even when customers have no access to charging infrastructure, thereby completely eliminating range anxiety. To offer the same driving range as BEVs of a similar class, Li ONE requires much less battery capacity. A smaller battery pack not only is less costly, but also contributes to a more cost-efficient body structure design, which results in less usage of costly aluminum parts for the vehicle body and suspension system. As a result, the BOM cost of Li ONE is close to that of an ICE vehicle and is much lower than that of a BEV of a similar class. Benefiting from its all-electric-driven propulsion, Li ONE offers a similarly high quality driving experience to that of BEVs, such as smooth acceleration, and superior noise, vibration, and harshness performance, or NVH performance. The overall energy consumption level of Li ONE is much lower than that of ICE vehicles in a similar class, as a result of its high energy efficiency range extension system. Our Li ONE customers enjoy lower total running costs compared with ICE vehicle owners, including lower aftermarket service costs and energy consumption costs. In addition, our Li ONE customers can also benefit from vehicle-related tax exemptions in China and local government policies in favor of NEVs in certain cities in China, such as no quota limitations for vehicle license plate application and exemption from traffic restrictions. Not Applicable (Translation of Registrant's name into English) Table of Contents With all of the foregoing, we believe that our EREV technology will help accelerate the adoption of electric vehicles in China and contribute to China's national initiatives to build a low-carbon-emission society. For consumers, we believe that Li ONE has a competitive advantage over not only BEVs but also ICE vehicles in terms of performance, economy, and user experiences. Our Strengths We believe that the following strengths contribute to our success and differentiate us from our competitors: highly competitive product and pricing to capture the fast-growing large SUV market opportunity; successfully commercialized proprietary EREV technology; smart vehicle solutions delivering superior user experiences; high efficiency in sales and marketing; effective quality control capabilities; and combination of expertise from automotive, smart device, and internet industries. Our Strategies We aim to become a leading player in China's NEV market. We provide families with safe, convenient, and cost-effective mobility solutions through our product, technology, and business model innovation. We aspire to create a sustainable path for everyone to embrace vehicle electrification. We intend to pursue the following strategies to achieve our mission: focus on the SUV segment and successfully launch future models; continue to innovate in electrification, vehicle intelligence, and autonomous driving; further expand sales network and optimize efficiency; and continue to pursue operational excellence and cost improvement. Summary of Risk Factors Investing in our ADSs involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our ADSs. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled "Risk factors." Risks Relating to Our Business and Industry Risks and uncertainties related to our business and industry include, but are not limited to, the following: We have a limited operating history and face significant challenges as a new entrant into our industry. We are subject to risks associated with EREVs. Our ability to develop, manufacture, and deliver automobiles of high quality and appeal to customers, on schedule, and on a large scale is unproven and still evolving. We had negative net cash flows from operations in the past and have not been profitable, which may continue in the future. Cayman Islands (State or other jurisdiction of incorporation or organization) 3711 (Primary Standard Industrial Classification Code Number) Not Applicable (I.R.S. Employer Identification No.) 11 Wenliang Street Shunyi District, Beijing 101399 People's Republic of China +86 (10) 6437-3861 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Table of Contents Our vehicles may not perform in line with customer expectations and may contain defects. We may not be successful in the highly competitive China automotive market, especially its premium SUV segment. We may not succeed in continuing to establish, maintain, and strengthen our brand, and our brand and reputation could be harmed by negative publicity with respect to us, our directors, officers, employees, shareholders, peers, business partners, or our industry in general. Orders for Li ONE may be cancelled by customers despite their deposit payment and online confirmation. We currently depend on revenues generated from a single model of vehicle and in the foreseeable future from a limited number of models. Our future growth is dependent on the consumer demand for NEVs, and EREVs in particular. Risks Relating to Our Corporate Structure We are also subject to risks and uncertainties related to our corporate structure, including, but not limited to, the following: If the PRC government deems that our contractual arrangements with our VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. We rely on contractual arrangements with our VIEs and their respective shareholders to exercise control over our business, which may not be as effective as direct ownership in providing operational control. Our ability to enforce the equity pledge agreements between us and our VIEs' shareholders may be subject to limitations based on PRC laws and regulations. Risks Relating to Doing Business in China We face risks and uncertainties related to doing business in China in general, including, but not limited to, the following: Changes in China's economic, political or social conditions or government policies could have a material and adverse effect on our business and results of operations. Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us. We may be adversely affected by the complexity, uncertainties and changes in PRC regulations on automotive as well as internet-related businesses and companies. The audit report included in this prospectus is prepared by an auditor who is not inspected by the PCAOB and, as such, our investors are deprived of the benefits of such inspection. In addition, the adoption of any rules, legislations or other efforts to increase U.S. regulatory access to audit information could cause uncertainty, and we could be delisted if we are unable to meet the PCAOB inspection requirement in time. Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 (800) 221-0102 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Risks Relating to Our ADSs and This Offering Risks and uncertainties related to our ADSs and this offering include, but are not limited to, the following: The trading price of our ADSs is likely to be volatile, which could result in substantial losses to investors. Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial. Certain principal shareholders have substantial influence over our key corporate matters and will continue to have such influence following this offering. Corporate History and Structure Li Auto Inc. is a holding company with no material operations of its own. We conduct our operations through our PRC subsidiaries and our VIEs in China. We established Beijing CHJ Information Technology Co., Ltd., or Beijing CHJ, and commenced our operations in April 2015. In April 2017, we incorporated CHJ Technologies Inc. under the laws of the Cayman Islands as our offshore holding company to facilitate offshore financing, which later changed its name to Leading Ideal Inc. in April 2019 and further to Li Auto Inc. in July 2020. In May 2017, Li Auto Inc. established Leading Ideal HK Limited, formerly known as CHJ Technologies (Hong Kong) Limited, as its intermediary holding company. In December 2017, Leading Ideal HK Limited established a wholly-owned PRC subsidiary, Beijing Co Wheels Technology Co., Ltd., or Wheels Technology, to engage in the research and development of smart connectivity functions and ADAS as well as general administration of the group. Leading Ideal HK Limited later established wholly-owned PRC subsidiaries to serve various functions, including Leading (Xiamen) Private Equity Investment Co., Ltd. and Beijing Leading Automobile Sales Co., Ltd. In December 2018, we acquired Chongqing Lifan Automobile Co., Ltd., and later changed its name to Chongqing Zhizao Automobile Co., Ltd. In July 2019, Li Auto Inc. gained control over Beijing CHJ, one of our VIEs, through Wheels Technology by entering into a series of contractual arrangements with Beijing CHJ and its shareholders. The contractual arrangements with Beijing CHJ were subsequently amended and restated primarily to reflect changes in the shareholding in Beijing CHJ, most recently in November 2020. Wheels Technology also entered into a series of contractual arrangements with the other one of our VIEs, Beijing Xindian Transport Information Technology Co., Ltd., or Xindian Information, and its shareholders in April 2019. We primarily conduct our business in China through our VIEs based on these contractual arrangements, but the shareholders of our VIEs may have interests that conflict with us. In October 2019, Beijing CHJ established Chongqing Lixiang Automobile Co., Ltd. In December 2019, we disposed of all of our equity interests in Chongqing Zhizao Automobile Co., Ltd. On July 30, 2020, our ADSs commenced trading on the Nasdaq Global Select Market under the symbol "LI." We raised, from our initial public offering and from the underwriters' full exercise of the option to purchase additional ADSs, approximately US$1.2 billion in net proceeds after deducting underwriting discounts and commissions and offering expenses paid by us. Copies to: Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen's Road Central Hong Kong +852 3740-4700 Haiping Li, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 46/F, Tower 2, Jing An Kerry Center 1539 Nanjing West Road, Shanghai People's Republic of China +86 (21) 6193-8200 David T. Zhang, Esq. Steve Lin, Esq. Kirkland & Ellis International LLP c/o 26th Floor, Gloucester Tower, The Landmark 15 Queen's Road Central Hong Kong +852 3761-3300 Note: (1)Includes direct ownership of 33.3% equity interest and indirect ownership of 66.7% equity interest through an intermediate holding company. Implication of Being an Emerging Growth Company As a company with less than US$1.07 billion in revenue for our last fiscal year, we qualify as an "emerging growth company" pursuant to the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company's internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We do not plan to "opt out" of such exemptions afforded to an emerging growth company. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of our initial public offering; (iii) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. Implications of Being a Controlled Company We are, and following the completion of this offering, will continue to be a "controlled company" as defined under the Nasdaq Stock Market Rules because Mr. Xiang Li, our founder, chairman, and chief executive officer, beneficially owns all of our then issued and outstanding Class B ordinary shares Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. Table of Contents and holds more than 50% of the voting power for the election of directors. As a "controlled company," we are permitted to elect not to comply with certain corporate governance requirements. Implications of Being a Foreign Private Issuer We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers. Moreover, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. In addition, as a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Global Select Market corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq Global Select Market corporate governance listing standards. Corporate Information Our principal executive offices are located at 11 Wenliang Street, Shunyi District, Beijing 101399, People's Republic of China. Our telephone number at this address is +86 (10) 6437-3861. Our registered office in the Cayman Islands is located at P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168. Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our main website is www.lixiang.com. The information contained on our website is not a part of this prospectus. Conventions That Apply to This Prospectus Unless we indicate otherwise, all information in this prospectus assumes no exercise by the underwriters of their option to purchase additional ADSs to purchase up to 7,050,000 additional ADSs representing 14,100,000 Class A ordinary shares from us. Except where the context otherwise requires, and for purposes of this prospectus only: "ADAS" refers to advanced driver-assistance systems; "ADRs" refers to the American depositary receipts that evidence the ADSs; "ADSs" refers to the American depositary shares, each of which represents two Class A ordinary shares; "BOM" refers to bill of materials; "China" or "PRC" refers to the People's Republic of China, excluding, for the purpose of this prospectus only, Hong Kong, Macau, and Taiwan; "Class A ordinary shares" refers to our Class A ordinary shares with a par value of US$0.0001 per share; "Class B ordinary shares" refers to our Class B ordinary shares with a par value of US$0.0001 per share; "ICE" refers to internal combustion engine; "Li Auto," "we," "us," "our company," or "our" refers to Li Auto Inc., a Cayman Islands exempted company, and its subsidiaries and its VIEs and their respective subsidiaries, as the context requires; The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Table of Contents "Meituan" refers to Meituan, formerly known as Meituan Dianping, a company incorporated in the Cayman Islands and listed on the Main Board of the Stock Exchange of Hong Kong; "MPVs" refers to multi-purpose vehicles; "MSRP" refers to manufacturer suggested retail price; "NEDC" refers to New European Driving Cycle; "NEVs" refers to new energy passenger vehicles, primarily including (i) "BEVs," which refers to battery electric passenger vehicles, (ii) "EREVs," which refers to extended-range electric passenger vehicles, and (iii) "PHEVs," which refers to plug-in hybrid electric passenger vehicles; "ordinary shares" or "shares" refers to our Class A ordinary shares and Class B ordinary shares, par value US$0.0001 per share; "Renminbi" or "RMB" refers to the legal currency of China; "SUVs" refers to sport utility vehicles; "US$" or "U.S. dollars" refers to the legal currency of the United States; and "VIEs" refers to variable interest entities, and "our VIEs" refers to Beijing CHJ and Xindian Information. Our reporting currency is Renminbi. This prospectus contains translations from Renminbi to U.S. dollars solely for the convenience of the reader. Unless otherwise stated, all translations from Renminbi to U.S. dollars were made at a rate of RMB6.7896 to US$1.00, the noon buying rate in effect as of September 30, 2020, as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System. We make no representation that any Renminbi or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, or at all. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Amount to Be Registered(2)(3) Proposed Maximum Offering Price per Share(3) Proposed Maximum Aggregate Offering Price(2)(3) Amount of Registration Fee Class A ordinary shares, par value US$0.0001 per share(1) 108,100,000 US$18.40 US$1,989,040,000 US$217,004 (1)American depositary shares issuable upon deposit of Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-240079). Each American depositary share represents two Class A ordinary shares. (2)Includes Class A ordinary shares that are issuable upon the exercise of the underwriters' option to purchase additional ADSs. Also includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These Class A ordinary shares are not being registered for the purpose of sales outside the United States. (3)Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low trading prices on December 1, 2020 of the Registrant's American depositary shares listed on the Nasdaq Global Select Market, each representing two Class A ordinary shares of the Registrant. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant files a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement becomes effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/LEGN_legend_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/LEGN_legend_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/LEGN_legend_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/LIQT_liqtech_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/LIQT_liqtech_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/LIQT_liqtech_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/LKNCY_luckin_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/LKNCY_luckin_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6d0f6709d4e0d4d02d6385b37eaf060be30cb0d1
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/LKNCY_luckin_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements and the related notes appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in the ADSs discussed under "Risk Factors" and information contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations" before deciding whether to buy the ADSs. This prospectus contains information derived from various public sources and certain information from the Frost & Sullivan Report and the Frost & Sullivan Customer Survey. Such information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in this industry report and survey. The industry in which we operate is subject to a high degree of uncertainty and risk due to variety of factors, including those described in the "Risk Factors" section. These and other factors could cause results to differ materially from those expressed in this report and survey. In addition, any reference to or description of our concurrent offering of % Convertible Senior Notes due 2025, or the notes, herein is wholly subject to the separate offering memorandum pursuant to which the notes are being offered. The notes are being offered only to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act pursuant to such offering memorandum. We refer to our concurrent offering of notes as the "Concurrent Convertible Note Offering." OUR COMPANY Our mission is to be part of everyone's everyday life, starting with coffee. Overview We are China's second largest and fastest-growing coffee network, in terms of number of stores and cups of coffee sold as of September 30, 2019, according to the Frost & Sullivan Report. We have pioneered a technology-driven new retail model to provide coffee, tea and other products with high quality, high affordability and high convenience to our customers. We believe that our disruptive model has fulfilled the large unmet demand for coffee and driven its mass market consumption in China, while allowing us to achieve significant scale and growth since our inception. Driven by technology, our new retail model is built upon our mobile apps and store network. Mobile apps: Our mobile apps cover the entire customer purchase process, offering our customers a 100% cashier-less environment. This enhances our customer experience, improves our operating efficiency, and allows us to stay connected with our customers and engage them anytime, anywhere. Store network: We operate on our own or cooperate with selective retail partners to manage our coffee stores and tea stores. Most of our coffee stores are self-operated. While operating three types of coffee stores, we strategically focus on pick-up stores, which accounted for 93.3% of our total self-operated coffee stores as of September 30, 2019. Our pick-up stores have limited seating and are typically located in areas with high demand for coffee, such as office buildings, commercial areas and university campuses. This enables us to stay close to our target coffee customers and expand rapidly with low rental and decoration costs. We mainly cooperate with selective retail partners to manage our tea stores, but we also operate flagship tea stores independently primarily for branding purposes. We launched our retail partnership model initiative in September 2019 and opened the first partnership tea store in October 2019. This partnership model will complement our existing store network expansion strategy and enable us to penetrate new markets more efficiently. FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents By disrupting the status quo of the traditional coffee shop model, we have gained significant cost advantages and provided attractive value propositions to our customers. Technology is at the core of our business. With our centralized technology system, we are able to simplify and standardize our operations, which allows us to improve operational efficiency and quickly expand and scale up our business. We leverage big data analytics and AI to analyze our customer behavior and transaction data, which enables us to continually enhance our products and services, implement dynamic pricing and improve customer retention. We also leverage our proprietary technologies in store operations and supply chain to support our business, such as new store selection, inventory management and workforce management. Our focus on technologies has enabled us to operate efficiently, grow rapidly while maintaining quality control. We offer premium coffee, tea and other high-quality products to our customers. We source premium Arabica coffee beans from prominent suppliers and engage World Barista Champion teams to design our coffee recipes. We procure coffee machines and coffee condiments from renowned global suppliers such as Schaerer. Our coffee has won numerous awards, including most recently the Gold Medal in the 2019 IIAC International Coffee Tasting competition. We also partner with reputable suppliers for other products such as tea, juices and light meals. Due to our scale, we are able to procure high-quality products from our suppliers at favorable prices. Since inception, we have successfully built a brand with distinct value propositions high quality, high affordability and high convenience. We have also been able to cultivate a large and loyal customer base and achieve strong growth. Within two years, we expanded from a single trial store in Beijing to 3,680 self-operated coffee stores in 43 cities in China as of September 30, 2019. We had over 30.7 million of cumulative transacting customers as of September 30, 2019. In addition, our customer repurchase rate in 2018 was over 54%. China's coffee market is highly underpenetrated. Inconsistent quality, high prices and inconvenience have hampered the growth of the freshly brewed coffee market in China. We believe that our model has successfully driven mass market coffee consumption in China by addressing these pain points. LUCKIN COFFEE INC. (Exact name of Registrant as specified in its charter) Table of Contents Our Strengths We believe that the following strengths contribute to our success: leading and fastest growing player driving coffee consumption in China; pioneer of disruptive new retail model; strong technology capabilities; and superior customer propositions: high quality, high affordability and high convenience. Our Strategies We intend to achieve our mission and further grow our business by pursuing the following strategies: serve more people more frequently; expand our sales network; introduce new product offerings; continue to invest in technology; and explore overseas markets. Our Initial Public Offering In the first half of 2019, we completed our initial public offering, or IPO, in which we offered 37,950,000 ADSs at price to the public of US$17 per ADS, including 4,950,000 ADSs sold to the underwriters pursuant to their full exercise of the over-allotment option. We received total net proceeds of US$607.2 million after deducting underwriting discounts and commissions and other offering expenses payable by us. Our Challenges Investing in the ADSs involves a high degree of risk. You should carefully consider the risks and uncertainties summarized below, the risks described under the "Risk Factors" section beginning on page 16 of, and the other information contained in, this prospectus before you decide whether to purchase the ADSs. Our ability to achieve our mission and execute our strategies is subject to certain challenges, risks and uncertainties, including: our ability to sustain our historical growth rates and manage our rapid growth; our ability to obtain sufficient funds to expand our business and respond to business opportunities; our ability to acquire new customers or retain existing customers in a cost-effective manner; our ability to successfully operate our stores; our ability to manage our supply chain to continue to satisfy our future operation needs; our ability to maintain and update our technology infrastructure; our ability to compete efficiently as our products are not proprietary and we cannot prevent our competitors from selling similar products; and our ability to comply with the relevant laws and regulations in the PRC. Not Applicable (Translation of Registrant's name into English) (1)The remaining 20% equity interest in Luckin Coffee Roasting (Tianjin) Co., Ltd. was held by Forever Growth Enterprise Ltd., one of our roasted coffee bean suppliers. (2)Our director and chief executive officer, Ms. Jenny Zhiya Qian and one of our employees, Mr. Min Chen, currently hold 83.33% and 16.67% of the equity interest in the VIE, respectively. (3)As of the date of this prospectus, China Luckin has 91 direct and indirect wholly-owned subsidiaries. (4)As of the date of this prospectus, Luckin Investment (Tianjin) Co., Ltd has 1 direct wholly-owned subsidiary. (5)The remaining 40% equity interest in Luckin Roastery Technology (Xiamen) Co., Ltd. was held by LOUIS DREYFUS COMPANY NORTH ASIA PTE. LTD. Recent Developments As of December 31, 2019, we believe we are the largest coffee network in China in terms of number of stores. As of December 31, 2019, we operated 4,507 self-operated stores in China and had over 40 million cumulative transacting customers. Cayman Islands (State or other jurisdiction of incorporation or organization) 5810 (Primary Standard Industrial Classification Code Number) Not Applicable (I.R.S. Employer Identification Number) 17F Block A, Tefang Portman Tower No. 81 Zhanhong Road Siming District, Xiamen, Fujian People's Republic of China, 361008 +86-592-3386666 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Table of Contents To serve more people more frequently, we will launch our unmanned retail initiative on January 8, 2020. As part of our new initiative, we will introduce two new sales channels: Luckin Coffee EXPRESS (" "). Luckin coffee EXPRESS is an unmanned machine that prepares and offers a selection of our freshly brewed drinks, including coffee and non-coffee drinks. To ensure that our drinks offered through luckin coffee EXPRESS have the same high-quality as those sold at our stores, luckin coffee EXPRESS features same types of premium Arabica coffee beans and fresh milk from prominent global suppliers similar to those used in our stores, and utilizes coffee machines from Schaerer. Drinks offered through luckin coffee EXPRESS are also subject to the same stringent and technology-driven quality control process as those sold at our stores. Luckin Pop MINI (" "). Luckin pop MINI is an unmanned vending machine that offers a wide range of pre-made food and beverage items and certain daily necessities. In addition to self-branded products, luckin pop MINI offers high-quality products sourced from selective third-party suppliers. To bring greater convenience to our customers, Luckin pop MINI also provides powerbank rental services. Customers can locate the nearest luckin coffee EXPRESS and luckin pop MINI, place orders, and make payments through our mobile apps. We plan to launch luckin coffee EXPRESS and luckin pop MINI in our existing markets and new markets to make our products more accessible to customers. Concurrent Convertible Note Offering Concurrently with this offering of the ADSs, we are offering to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act, US$400,000,000 aggregate principal amount of our % Convertible Senior Notes due 2025, which we refer to as the notes, or a total of US$460,000,000 aggregate principal amount of notes if the initial purchasers in the Concurrent Convertible Note Offering exercise in full their option to purchase additional notes, pursuant to a separate offering memorandum. We cannot assure you that the Concurrent Convertible Note Offering will be completed or, if completed, on what terms it will be completed. The offering of the ADSs hereby is not contingent upon the consummation of the Concurrent Convertible Note Offering, and the Concurrent Convertible Note Offering is not contingent upon the consummation of the offering of the ADSs hereby. See "Concurrent Convertible Note Offering". Corporate Information Our principal executive offices are located at 17F Block A, Tefang Portman Tower, No. 81 Zhanhong Road, Siming District, Xiamen, Fujian, People's Republic of China. Our telephone number at this address is +86-592-3386666. Our registered office in the Cayman Islands is located at Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc. located at 122 East 42nd Street, 18th Floor, New York, NY 10168. Investors should contact us for any inquiries through the address and telephone number of our principal executive office. Our principal website is https://www.luckincoffee.com. The information contained on our website is not a part of this prospectus. Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 +1 800-221-0102 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Implications of Being an Emerging Growth Company As a company with less than US$1.07 billion in revenue for the last fiscal year, we qualify as an "emerging growth company" pursuant to the Jumpstart Our Business Startups Act of 2012 (as amended by the Fixing America's Surface Transportation Act of 2015), or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company's internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We have elected to take advantage of such exemptions. We will remain an emerging growth company until the earliest of (i) the last day of our fiscal year during which we have total annual gross revenues of at least US$1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of completion of the IPO; (iii) the date on which we have, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of the ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. Conventions Which Apply to this Prospectus Unless we indicate otherwise, all information in this prospectus reflects the following: no exercise by the underwriters of their option to purchase up to 1,800,000 additional ADSs representing 14,400,000 Class A ordinary shares from us and the selling shareholder; and Except where the context otherwise requires and for purposes of this prospectus only: "ADSs" refers to the American depositary shares, each representing eight of our Class A ordinary shares; "CAGR" refers to compound annual growth rate; "China" or "PRC" refer to the People's Republic of China, excluding, for the purpose of this prospectus only, Taiwan, Hong Kong and Macau; "Class A ordinary shares" refers to our Class A ordinary shares of par value US$0.000002 per share; "Class B ordinary shares" refers to our Class B ordinary shares of par value US$0.000002 per share; "Frost & Sullivan Customer Survey" refers to the Luckin customer survey conducted by Frost & Sullivan, an independent market research firm, in January 2019; "Frost & Sullivan Report" refers to an industry report commissioned by us and prepared by Frost & Sullivan, an independent market research firm, in February 2019 and updated in April 2019 and November 2019, to provide information regarding our industry and our market position; "item sold" refers to an item transacted on our mobile apps or through third-party platforms in a given period, regardless of whether the item was paid for or was merely ordered through our free product marketing initiative; Copies to: Li He, Esq. James C. Lin, Esq. Davis Polk & Wardwell LLP 18/F, The Hong Kong Club Building 3A Chater Road, Central Hong Kong +852 2533-3300 Allen Wang, Esq. Posit Laohaphan, Esq. Latham & Watkins LLP 18th Floor, One Exchange Square 8 Connaught Place, Central Hong Kong +852 2912-2500 Table of Contents "Luckin", "we," "us," "our company," and "our," refer to Luckin Coffee Inc., a Cayman Islands company, its subsidiaries and, in the context of describing our operations and consolidated financial statements, its VIE; "Ordinary Shares" as of the date hereof refers to our Class A and Class B ordinary shares of par value US$0.000002 per share and, prior to the completion of the IPO, our ordinary shares and angel-1 and angel-2 shares of par value US$0.001 per share; "our mobile apps" refers to our self-developed mobile apps, including Luckin mobile apps and Weixin mini program; "repurchase rate" during a period refers to the percentage of our transacting customers who have been our customers for at least three months and have made at least two transactions with us during that period of time out of our total transacting customers who have been our customers for at least three months as of the end of that period; "RMB" or "Renminbi" refers to the legal currency of the People's Republic of China; "transacting customer" refers to a customer who bought at least one item we offer on our mobile apps or through third-party platforms in a given period, regardless of whether the customer paid for the item or merely ordered through our free product marketing initiative. Each unique mobile account is treated as a separate customer for purposes of calculating transacting customer; "US$," "dollars" or "U.S. dollars" refers to the legal currency of the United States; and "variable interest entity" or "VIE" refers to Beijing Luckin Coffee Technology Ltd., which is a PRC company in which we do not have equity interests but whose financial results have been consolidated into our consolidated financial statements in accordance with United States generally accepted accounting principles, or U.S. GAAP, due to our having effective control over, and our being the primary beneficiary of, such entity. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus are made at RMB7.1477 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board in September, 2019. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all. On January 3, 2020, the noon buying rate for Renminbi was RMB6.9649 to US$1.00. Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company If an emerging growth company that prepares its financial statements in accordance with US GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered(2) Proposed maximum offering price per share(1) Proposed maximum aggregate offering price(1) Amount of registration fee Class A ordinary shares, par value US$0.000002 per share(2)(3) 110,400,000 US$4.3281 US$477,822,240 US$62,021.33 (1)Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(c) under the Securities Act of 1933, based on the average of the high and low trading prices on January 6, 2020 of the Registrant's American depositary shares listed on the NASDAQ Global Select Market, each representing eight Class A ordinary shares of the Registrant. (2)Includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public, and also includes Class A ordinary shares that may be purchased by the underwriters pursuant to an to purchase additional ADSs. These Class A ordinary shares are not being registered for the purpose of sales outside the United States. (3)American depositary shares issuable upon deposit of Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No.333-230989). Each American depositary share represents eight Class A ordinary shares. Table of Contents THE OFFERING Offering price US$ per ADS. ADSs offered by us 7,200,000 ADSs (or 8,280,000 ADSs if the underwriters exercise their option to purchase additional ADSs in full). ADSs offered by the Selling Shareholder 4,800,000 ADSs (or 5,520,000 ADSs if the underwriters exercise their option to purchase additional ADSs in full). The ADSs Each ADS represents eight Class A ordinary shares, par value US$0.000002 per share. The depositary will hold the Class A ordinary shares underlying the ADSs. You will have rights as provided in the deposit agreement. We do not expect to pay dividends in the foreseeable future. If, however, we declare dividends on our Class A ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our Class A ordinary shares, after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement. You may turn in the ADSs to the depositary in exchange for Class A ordinary shares. The depositary will charge you fees for any exchange. We may amend or terminate the deposit agreement without your consent. If you continue to hold the ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended. To better understand the terms of the ADSs, you should carefully read the "Description of American Depositary Shares" section of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus. Ordinary Shares We will issue 57,600,000 Class A ordinary shares (or 66,240,000 Class A ordinary shares if the underwriters exercise their option to purchase additional ADSs in full) represented by ADSs in this offering. We have adopted a dual-class ordinary share structure. Our authorized share capital upon the completion of this offering will be US$50,000 divided into 25,000,000,000 shares with a par value of US$0.000002 each, comprising (i) 20,000,000,000 Class A ordinary shares with a par value of US$0.000002 each, and (ii) 5,000,000,000 Class B ordinary shares with a par value of US$0.000002 each. Any option will entitle the holder to the equivalent number of our Class A ordinary shares once exercising conditions are met. See "Description of Share Capital." The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine. Table of Contents Ordinary Shares outstanding immediately after this offering Immediately upon completion of this offering, 1,999,974,800 Ordinary Shares will be outstanding, comprising 760,687,728 Class A ordinary shares, par value US$0.000002 per share, and 1,239,287,072 Class B ordinary shares, par value US$0.000002 per share (or 2,008,614,800 Ordinary Shares, comprising 775,087,728 Class A ordinary shares, par value US$0.000002 per share, and 1,233,527,072 Class B ordinary shares, par value US$0.000002 per share, if the underwriters exercise their option to purchase additional ADSs in full) and excluding all the Ordinary Shares issuable upon the conversion of the notes offered in the Concurrent Convertible Note Offering. Concurrent Convertible Note Offering Concurrently with this offering of the ADSs, we are offering to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act, US$400,000,000 aggregate principal amount of our % Convertible Senior Notes due 2025, which we refer to as the notes, or a total of US$460,000,000 aggregate principal amount of notes if the initial purchasers in the Concurrent Convertible Note Offering exercise in full their option to purchase additional notes, pursuant to a separate offering memorandum. We cannot assure you that the Concurrent Convertible Note Offering will be completed or, if completed, on what terms it will be completed. The offering of ADSs hereby is not contingent upon the consummation of the Concurrent Convertible Note Offering, and the Concurrent Convertible Note Offering is not contingent upon the consummation of the offering of the ADSs hereby. See "Concurrent Convertible Note Offering". Option to purchase additional ADSs We and the selling shareholder have granted the underwriters an option, which is exercisable within 30 days from the date of this prospectus, to purchase up to an aggregate of 1,800,000 additional ADSs. Use of proceeds We expect to receive net proceeds of approximately US$236.9 million from this offering (or approximately US$272.4 million if the underwriters exercise their option to purchase additional ADSs from us in full), based on an assumed public offering price of US$34.43 per ADS (the last reported closing trading price of our ADSs on the NASDAQ Global Select Market on January 6, 2020), after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Table of Contents We expect to receive net proceeds of approximately US$388.4 million from the Concurrent Convertible Note Offering (or approximately US$446.7 million if the initial purchasers in the Concurrent Convertible Note Offering exercise in full their option to purchase additional notes), after deducting the initial purchasers' discounts and commissions and estimated offering expenses payable by us. We plan to use the net proceeds from this offering and the Concurrent Convertible Note Offering for general corporate purposes, which may include store network expansion, unmanned retail initiative, capital expenditure, research and development, sales and marketing, business development, international expansion, working capital, and other general and administrative matters. We will not receive any of the proceeds from the sale of the ADSs being sold by the selling shareholder. See "Use of Proceeds." Lock-up We, our directors, executive officers, the shareholder selling in this offering and certain other shareholders have agreed with the underwriters, except in this offering, not to sell, transfer or dispose of, directly or indirectly, any ADSs or Ordinary Shares or securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares for a period of 90 days after the date of this prospectus, subject to certain exceptions. See "Shares Eligible for Future Sale" and "Underwriting" for more information. NASDAQ trading symbol LK Payment and settlement The underwriters expect to deliver the ADSs against payment therefor through the facilities of The Depository Trust Company on , 2020. Depositary The Bank of New York Mellon Risk factors See "Risk Factors" and other information included in this prospectus for discussions of the risks relating to investing in the ADSs. You should carefully consider these risks before deciding to invest in the ADSs. Table of Contents The information in this preliminary prospectus is not complete and may be changed. The securities to which this preliminary prospectus relates may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we and the selling shareholder are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated January 7, 2020 12,000,000 American Depositary Shares Luckin Coffee Inc. (incorporated in Cayman Islands) Representing 96,000,000 Class A Ordinary Shares Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/LSF_laird_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/LSF_laird_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6e7250304fe4bc2788b46ab656bce0215c696e01
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/LSF_laird_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations, and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms Laird Superfood, the Company, we, us, and our in this prospectus refer to Laird Superfood, Inc. Our Company Laird Superfood. Better Food. Better You. Laird Superfood is an emerging consumer products platform focused on manufacturing and marketing highly differentiated plant-based and functional foods. The Laird Superfood brand is increasingly recognized and trusted by a growing number of consumers. The core pillars of the Laird Superfood platform are currently Superfood Creamer coffee creamers, Hydrate hydration products and beverage enhancing supplements, and roasted and instant coffees, teas and hot chocolate. Over time, Laird Superfood plans to aggressively and strategically grow revenues by further penetrating the multi-billion-dollar market opportunity presented by our current product lines, as well as expanding our platform to include additional products that meet our strict plant-based ingredient criteria to diversify our revenue base and increase Laird Superfood s total addressable market ( TAM ) opportunity. Laird Superfood was founded in 2015 by friends and surfing partners, Laird Hamilton and Paul Hodge. Mr. Hamilton is one of the best-known big wave surfers in the world and well respected for his innovation in many board sports. Mr. Hodge is an entrepreneur who has built numerous environmentally and socially conscious companies in the solar, home technology, electric transportation and sporting industries. Mr. Hamilton has long sought different ways to derive the maximum possible energy from natural food sources to carry him through some of the most grueling surf and exercise sessions in the world. With the need to stay in the water for four to six hours per session, Mr. Hamilton experimented with blends of espresso and a variety of natural fats, such as coconut oil, to create beverages designed to provide stable and long-lasting sources of energy. After years of development and personal trial, Mr. Hamilton created a plant-based recipe consisting of coconut-based ingredients and Aquamin, a mineral rich, calcified sea algae harvested off the coast of Iceland. Mr. Hamilton found these special ingredients provided him with an extended boost of energy beyond a traditional cup of coffee. With the help of several industry veterans, Mr. Hodge spent fourteen months testing over seventy different formulations searching for a recipe that could be produced in a cost-effective and scalable manner in order to bring affordable and convenient consumption to consumers. In July 2015, Laird Superfood launched its first product, the Original Superfood Creamer. Gabrielle Reece, who serves as our Chief Brand Ambassador and is married to Mr. Hamilton, also contributed actively to developing Laird Superfood s debut products. Ms. Reece is a professional athlete, media personality and Nike s first female spokeswoman. Her passion for healthy living and fitness expertise make her an influential voice in the world of health and wellness, particularly with a female audience. Mr. Hamilton, Mr. Hodge and Ms. Reece are committed to optimizing nutrition to improve consumer health and achieve peak performance through a platform of Laird Superfood products that taste great and are accessible to the general public. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state or jurisdiction where the offer or sale of these securities is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 22, 2020 PRELIMINARY PROSPECTUS 2,650,000 Shares Laird Superfood, Inc. Common Stock This is the initial public offering of our common stock. We are offering to sell 2,650,000 shares of our common stock. Prior to this offering there has been no public market for our shares. We anticipate that the initial public offering price will be between $21.00 and $22.00 per share of common stock. We have been approved to list our common stock on the NYSE American under the symbol LSF . We are an emerging growth company as that term is used in the U.S. federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. Danone Manifesto Ventures, PBC, or DMV, an existing shareholder, has the right, but not the obligation, to purchase up to $10,000,000 of our common stock in a potential concurrent private placement, with the price per share to be equal to the purchase price to the public in this offering. DMV may ultimately elect not to purchase any shares in the potential concurrent private placement, or DMV may exercise the right for less than the full amount. The sale of shares in the potential concurrent private placement, if any, will not be registered under the Securities Act of 1933, as amended. The closing of this offering is not conditioned upon the closing of the potential concurrent private placement. See Prospectus Summary Potential Concurrent Private Placement. Investing in our common stock involves a high degree of risk. See Risk Factors beginning on page 20 of this prospectus to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any state securities regulators have approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $ (1) In addition, we have agreed to reimburse the underwriters for certain expenses. See the section titled Underwriting for a description of the compensation and other items of value payable to the underwriters. We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to an additional 397,500 shares of common stock to cover over-allotments, if any. Delivery of the shares of our common stock will be made on or about , 2020, subject to customary closing conditions. Joint Book-Running Managers Canaccord Genuity Craig-Hallum Capital Group Co-Manager Roth Capital Partners The date of this prospectus is , 2020 Table of Contents Laird Superfood is driven by the mantra of Better Food, Better You. To support this vision, we plan to introduce products that fuel consumers from sunrise to sunset, as part of Laird Superfood s Daily Ritual. Table of Contents KAIRD SUPERFOOD Table of Contents As a result of growing consumer demand for Laird Superfood products and the continued expansion of our omnichannel distribution strategy, our net sales have grown from $568 thousand in 2016 to $13.1 million in 2019 and $11.1 million in the first six months of 2020, representing an annualized compound annual growth rate of approximately 185%. During the same period, our gross margins have expanded from 24.8% in 2016 to 38.8% in 2019 and 31.0% in the first six months of 2020, which highlights the inherent operating leverage built into our vertically integrated business model. We believe additional gross margin expansion can be achieved via factory efficiencies and overhead absorption. Our Market Opportunity in the Evolving Food and Beverage Industry Laird Superfood participates in what the U.S. Census Bureau estimates to be a $695 billion grocery market as of 2019, which is the second largest retail market after the automobile industry. Laird Superfood is specifically focused on the fastest growing sub-segment of the food and beverage market: U.S. Natural, Organic and Functional Food and Beverages. According to the Nutrition Business Journal, in 2018, U.S. Natural, Organic and Functional Food and Beverages sales were approximately $152 billion and grew 6.6% from the prior year, which was faster than the 4.0% growth in the overall food and beverage industry according to the U.S. Census Bureau. Further, according to the Nutrition Business Journal, during the same period, third-party and direct e-commerce sales represented two of the four fastest growing channels for U.S. Natural, Organic and Functional Food and Beverages sales, which bodes well for Laird Superfood due to our strong online presence and omnichannel expansion strategy. Consumer preferences within the evolving food and beverage industry are shifting away from processed and sugar-laden food and beverage products, as well as those containing significant amounts of highly processed and artificial ingredients. There is also increasing recognition of the environmental impact of animal-based products. This has led to significant growth in plant-based foods and beverages. Per the Plant-Based Foods Association, U.S. retail sales of plant-based foods increased 11% from 2018 to 2019, reaching a market value of $4.5 billion, compared to increases of 4% and 7% in the general grocery and natural foods categories, respectively. Among plant-based food categories, plant-based creamers was the highest growing category, experiencing 40% growth for the twelve month period ended April 2019 compared to growth of only 12% for dairy-based creamers. Laird Superfood s long-term goal is to build the first scale-level and widely recognized brand that authentically focuses on natural ingredients, nutritional density and functionality. We believe an authentic and trusted brand is the strongest barrier to entry and a sustainable source of differentiation in the consumer packaged goods ( CPG ) industry. We also believe a strong brand is a valuable platform that can be leveraged to expand beyond our current markets to achieve relevance across multiple grocery aisles, online and a wide array of other relevant points of distribution. While the barriers to entry for launching a food product in the CPG industry have fallen in recent years as a result of unlimited shelf space on the internet and targeted online marketing, the barriers to building an internationally recognized and trusted brand relevant to today s consumer remain high. Our Competitive Strengths We believe the following strengths differentiate Laird Superfood and create long-term, sustainable competitive advantages. An Emerging Platform Within the Rapidly Expanding Plant-Based Natural Foods Industry Over the near and intermediate term, Laird Superfood is highly focused on maximizing revenue growth by further penetrating the multi-billion-dollar market opportunity presented by our current product lines. However, we believe the larger long-term opportunity lies in building Laird Superfood Table of Contents LAIRD SUPERFOOD BETTER FOOD. BETTER YOU. MISSION To provide great tasting, high-quality, plant-based products that are healthy, convenient, affordable and available to all. Quarterly net sales 185% CAGR* Vision we believe better food leads to a better world. Ttm sales ttm yoy sales growth ttm gross margin 1h 20 sales 1h 20 sales Growth 1h 20 GM% $18.8M 92% 34% $11.1M 104% 31% 41% 36% 61% 91% 120% 90% * Represents annualized compound annual growth rate from January 2016 through June 2020. Table of Contents into a unique platform within the natural foods industry, which is currently dominated by single-product companies. The core tenets of this platform approach are strengthening our authentic and trusted brand name, growing our expansive omnichannel distribution strategy and the introduction of a constant flow of new products that align with our core ethos. This platform provides opportunities for continual expansion of our TAM to allow long-duration growth, sustained differentiation of our brand, product diversification and leveraging our core strengths and operating costs to increase profit margins. An Authentic and Trusted Brand Name An authentic and trusted brand is one of the strongest long-term barriers to entry and sources of sustained differentiation in the consumer products industry. Since inception, Laird Superfood has invested heavily in building a trusted brand that consumers immediately identify as authentic, plant-based, nutrient dense and functional. Along with more traditional methods of brand-building, we have effectively harnessed the authentic lifestyle of Mr. Hamilton and Ms. Reece, both of whom have well-earned reputations for being on the cutting edge of fitness and nutrition. Our goal is to make Laird Superfood the choice for customers searching for nutrient dense, functional foods at a reasonable price. Our target market extends well beyond elite athletes into the mass market due to our recognition that Laird Superfood products must not only be natural, functional and nutrient-dense, they must also taste great and be affordable to provide access to all consumers. Balanced and Highly Differentiated Omnichannel Distribution Strategy Our highly differentiated omnichannel distribution strategy has three key components: online, wholesale and food service. In aggregate, this omnichannel strategy provides us with a diverse set of customers and wholesale partners, leading to a larger TAM opportunity than is normally available to products available primarily in grocery stores, along with an opportunity to develop a direct relationship with our customers at Lairdsuperfood.com. We believe that, along with a trusted brand name, extensive proprietary distribution is a critical long-term and sustainable barrier to entry in the food industry. Our online business is two pronged and consists of Lairdsuperfood.com and Amazon.com. In 2019 and the first six months of 2020, the online business made up 58.4% and 57.1% of our net sales, respectively. Lairdsuperfood.com is a platform that provides an authentic brand experience for our customers that drives engagement and provides feedback for future product development, while generating highly attractive margins. We view our growing proprietary database of customers ordering directly from our website as a strategic asset, as it enhances our ability to develop a long-term relationship with these customers. Content on our website allows Laird Superfood to educate consumers on the benefits of our products and ingredients, while providing a positive customer experience. We believe this experience leads to higher retention rates among repeat users and subscribers, as evidenced by repeat users and subscribers accounting for approximately two-thirds of Lairdsuperfood.com sales during the first six months of 2020. This direct relationship also allows us to market and cross-sell new products more efficiently, which should lead to higher customer lifetime values. Finally, Lairdsuperfood.com serves as the cornerstone of our subscription business which has shown consistent revenue growth since its inception in May 2017 and has increased its individual subscriber base at a compound annual growth rate of 297% through June 2020. Our wholesale business addresses the $695 billion grocery industry, specifically the $152 billion Natural, Organic and Functional Foods and Beverages sub-segment, which has been increasing its proportion of the grocery industry, as well as many non-grocery retail channels. In 2019 and the first six months of 2020, wholesale made up 40.4% and 41.0% of our net sales, respectively. Laird Superfood products are sold through a diverse set of retail channels, including conventional, natural Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/LSTA_lisata_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/LSTA_lisata_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..69e5c5ed9830af265786c174524fd156b4b743f0
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/LSTA_lisata_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights some information from this prospectus. It may not contain all the information important to making an investment decision. You should read the following summary together with the more detailed information regarding our Company and the securities being sold in this offering, including Risk Factors and other information incorporated by reference herein. Overview Caladrius Biosciences, Inc. ( we, us, "our," Caladrius or the Company ) is a clinical-stage biopharmaceutical company dedicated to the development and commercialization of cellular therapies designed to reverse disease and/or promote the regeneration of damaged tissue. We are developing first-in-class therapeutic products that are based on the characteristics of naturally occurring CD34+ cells and their ability to stimulate the growth of new microvasculature. Our technology leverages these cells using formulations unique to each medical indication and uses them to enable the body's natural repair mechanisms. Our leadership team has decades of collective biopharmaceutical development experience and world-recognized scientific achievement in the field of cardiovascular disease, among other therapeutic areas. Our goal is to develop and commercialize products that address important unmet medical needs based on a broad and versatile portfolio of candidates. Our current product candidates include CLBS119, an emergent CD34+ stem cell therapy responding to the COVID-19 pandemic and the potentially permanent damage it inflicts on the lungs of many patients, as well as three other developmental treatments for ischemic diseases based on our CD34+ cell therapy platform: CLBS12, recipient of SAKIGAKE designation and eligible for early conditional approval in Japan for the treatment of critical limb ischemia ("CLI") based on the results of an ongoing clinical trial; CLBS16, the subject of a recently completed positive Phase 2 clinical trial in the U.S. for the treatment of coronary microvascular dysfunction ("CMD"); and CLBS14, a Regenerative Medicine Advanced Therapy ("RMAT") designated therapy for which we have finalized with the U.S. Food and Drug Administration (the "FDA") a protocol for a Phase 3 confirmatory trial in subjects with no-option refractory disabling angina ("NORDA"). Ischemic Repair (CD34 Cell Technology) The CD34+ cell was discovered as a result of the deliberate search for a stem cell capable of stimulating the development and/or repair of blood vessels. All tissues in the body maintain their function by replacing cells over time. In addition to the maintenance function, the body must also be capable of building new blood vessels after injury. A CD34+ cell is a stem cell that has the ability to stimulate new blood vessel formation. No other native cell discovered to date has demonstrated this same capability. Our proprietary CD34+ cell technology has led to the development of therapeutic product candidates designed to address diseases and conditions caused by ischemia. Ischemia occurs when the supply of oxygenated blood to healthy tissue is restricted. Through the administration of CD34+ cells, we seek to promote the development and formation of new microvasculature and thereby increase blood flow to the impacted area. We believe that a number of conditions caused by underlying ischemic injury can be improved through our CD34+ cell technology, including but not limited to, CLI, CMD, NORDA and COVID-19 induced lung damage. CLBS119 for Treatment of COVID -19 Induced Lung Damage COVID-19 appears to damage the vasculature of the lungs and we believe that repair of that vasculature will prove necessary for patients to achieve a full recovery. Survivors of COVID-19 often remain debilitated even after leaving the hospital due to the damage caused to their lungs, and while many developmental therapies responding to the COVID-19 pandemic are appropriately targeting the SARS-CoV-2 virus itself or the symptoms of the acute phase of the illness, we are aware of no therapy that has demonstrated the ability to repair COVID-19 induced lung damage. With consistent clinical and pre-clinical evidence that CD34+ cells can repair multiple organs, including models of severe lung inflammation, we sought and received FDA authorization for our investigational new drug ( IND ) application for the study of CLBS119, a CD34+ cell therapy for repair of COVID-19 induced lung damage. The planned study will target patients with severe SARS-CoV-2 infection who, after ventilatory support due to respiratory failure, had otherwise recovered but remained debilitated due to persistent pulmonary damage. CLBS12 for Treatment of Critical Limb Ischemia Our open-label, registration-eligible study of CLBS12 in Japan for the treatment of critical limb ischemia ("CLI"), a disease with no currently available approved therapy and a higher mortality rate than all cancers except that of lung cancer, has shown strong results to date. The initial responses observed in the subjects who have reached an endpoint in this open label study are consistent with a positive therapeutic effect and safety profile as reported by previously published clinical trials in Japan. Although the study's enrollment, which had been targeted for completion this year, has been slowed by the pandemic's impact If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered (1) Proposed Maximum Offering Price per Share (2) Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, par value $0.001 per share, underlying the investor warrants 2,123,508 $2.25 $4,777,893 $620.17 (1) All of the shares of common stock offered hereby are for the account of selling stockholders and consist of (i) 1,081,083 shares issuable upon the exercise of warrants issued pursuant to a Securities Purchase Agreement, dated as of April 23, 2020 and (ii) 1,042,425 shares issuable upon the exercise of warrants issued pursuant to a Securities Purchase Agreement, dated as of May 25, 2020. Pursuant to Rule 416 of the Securities Act of 1933, as amended (the Securities Act ), this registration statement also covers any additional shares of common stock which become issuable by reason of any share dividend, share split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of common stock outstanding. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act based upon the higher of (i) the price at which the warrants issued pursuant to the Securities Purchase Agreement, dated as of April 23, 2020, may be exercised (or $2.25), and (ii) $1.855, the average of the high and low prices for a share of the registrant s common stock as reported on The Nasdaq Capital Market on June 16, 2020, which date is a date within five business days of the filing of this registration statement. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. in Japan, we are encouraged by the patient pre-screening pipeline that has been identified and hope to conclude the trial enrollment rapidly once the coronavirus abates. While the final outcome of the trial will depend on all data from all subjects, data from the concluded Buerger's Disease cohort and the data to date in the no-option CLI cohort remain very encouraging. CLBS16 for Treatment of Coronary Microvascular Dysfunction In 2017, with the assistance of a $1.9 million grant from the National Institutes of Health (Award Number R44HL135889), we initiated our program for CLBS16 for the treatment of coronary microvascular dysfunction ("CMD"), a disease that potentially afflicts annually millions of patients with no current treatment options. That study, titled ESCaPE-CMD, was a Phase 2 proof-of-concept study that enrolled patients at the Mayo Clinic in Rochester, MN and Cedars-Sinai Medical Center in Los Angeles, CA. In June 2019, we announced the completion of enrollment in this study. Results of the first 17 of 20 patients enrolled in this trial who reached 6-month follow-up were presented as a rapid fire oral presentation on November 16, 2019 at the annual meeting of the American Heart Association in Philadelphia, PA by one of the principal investigators, Dr. Noel Bairey Merz, FACC, FAHA, FESC, the director of the Barbra Streisand Women's Heart Center at Cedars-Sinai in Los Angeles, CA. That data set showed a positive therapeutic effect with a statistically significant improvement in angina frequency, coronary flow reserve, Canadian Cardiovascular Society Angina Class and Seattle Questionnaire score, as well as an acceptable safety profile. The full data from that study was presented at the SCAI 2020 Scientific Sessions Virtual Conference on May 14, 2020 and we now expect to initiate the next CMD trial, a Phase 2b study, in the fall of 2020. CLBS14 for Treatment of No Option Refractory Disabling Angina (NORDA) We acquired the rights to data and regulatory filings for a CD34+ cell therapy program for refractory angina that had been advanced to Phase 3 by a previous sponsor. Based on the clinical evidence from the completed studies that a single administration of CLBS14 reduces mortality, improves angina and increases exercise capacity in patients with otherwise untreatable angina, this product received Regenerative Medicine Advanced Therapy ( RMAT ) designation from the FDA. Working closely with the FDA, we have finalized the design of a confirmatory Phase 3 trial which, in combination with previously filed Phase 1, 2 and 3 data, will be considered for the registration of CLBS14. Notably, this study design includes a 6-month primary endpoint and, with the benefit of the RMAT designation, the biologics license application ("BLA"), once submitted, should receive a 6-month review. We have substantially completed the preparatory work for initiation of this trial. We will not, however, commence enrollment of patients until sufficient capital is acquired and dedicated to this program such that we have confidence that we can fund the trial uninterrupted through completion. Additional Out-licensing Opportunities Our broad intellectual property portfolio of cell therapy assets includes notable programs available for out-licensing in order to continue their clinical development. Our current long-term strategy focuses on advancing our therapies through development with the ultimate objective of obtaining market authorizations and entering commercialization, either alone or with partners, to provide treatment options to patients suffering from life-threatening medical conditions. We believe that we are well-positioned to realize potentially meaningful value increases within our own proprietary pipeline if we are successful in advancing our product candidates to their next significant development milestones. Coronavirus Considerations In December 2019, a novel strain of coronavirus (SARS-CoV-2), which causes COVID-19, was reported to have surfaced in China. In March 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic, and the world's economies began to experience pronounced effects. While the disruption is currently expected to be temporary, there is uncertainty around the extent and duration, and any future related financial impact cannot be reasonably estimated at this time. Corporate Information We incorporated in 1980 as a Delaware corporation and our principal executive offices are located at 110 Allen Road, Second Floor, Basking Ridge, NJ 07920. Our telephone number is (908) 842-0100 and our corporate website address is www.caladrius.com. We include our website address in this prospectus only as an inactive textual reference and do not intend it to be an active link to our website. The information contained on, connected to or that can be accessed via our website is not part of this prospectus. Summary of Risk Factors Our business is subject to a number of risks and uncertainties that you should understand before making an investment decision. Risks are discussed more fully in the section entitled Risk Factors following this prospectus summary. These risks include, but are not limited to, the following: We have a history of net losses and our future profitability is uncertain. We may be required to raise additional funds to finance our operations; we may not be able to do so when necessary, and/or the terms of any financings may not be advantageous to us. Our success may be dependent on the timely and successful continued development and commercialization of our product candidates, and delays or difficulties may result in significant harm to our business prospects. We are subject to extensive regulation by the FDA and other regulatory agencies in the United States and abroad, and the failure to receive regulatory approvals or failure to comply with regulation would likely have a material and adverse effect on our business and prospects. We may be unable to obtain or maintain patent protection for our products and product candidates, which could have a material adverse effect on our business. The issuance of additional shares of our common stock in connection with future securities offerings, pursuant to our at-the-market sales agreement or our equity line of credit or in connection with the exercise of outstanding warrants may cause dilution to our existing stockholders. Our stock price may be extremely volatile, and our stockholders could lose a significant part of their investment. Registered Direct Offerings of Common Stock and Concurrent Private Placements of Warrants April 2020 Registered Direct Offering and Concurrent Private Placement On April 23, 2020, we entered into a Securities Purchase Agreement (the April 2020 Purchase Agreement ) with certain investors named therein, pursuant to which we agreed to issue and sell, in a registered direct offering directly to the investors (the April 2020 Registered Offering ), an aggregate of 2,162,166 shares of common stock, par value $0.001 per share, of the Company, at a purchase price of $2.3125 per share. In addition, in a concurrent private placement, we agreed to sell and issue to the investors in the April 2020 Registered Offering unregistered warrants to purchase up to an aggregate of 1,081,083 shares of common stock (the "April 2020 Warrants"). Each April 2020 Warrant is exercisable for one share of common stock and features an exercise price equal to $2.25 per share. The April 2020 Warrants are exercisable immediately upon issuance and will expire five and one-half years from the issuance date. The April 2020 Warrants and the shares of our common stock issuable from time to time upon the exercise of the April 2020 Warrants were not registered under the Securities Act of 1933, as amended (the Securities Act ), were not offered pursuant to a registration statement and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. Shares of common stock underlying the April 2020 Warrants are being registered for resale by the selling stockholders pursuant to the Registration Statement of which this prospectus forms a part. We received approximately $4,500,000 net proceeds from the April 2020 Registered Offering and concurrent private placement. The offering closed on April 27, 2020. May 2020 Registered Direct Offering and Concurrent Private Placement On May 25, 2020, we entered into a Securities Purchase Agreement (the May 2020 Purchase Agreement and., together with the April 2020 Purchase Agreement, the Purchase Agreements ) with certain investors named therein, pursuant to which we agreed to issue and sell, in a registered direct offering directly to the investors (the May 2020 Registered Offering ), an aggregate of 2,084,850 shares of common stock, par value $0.001 per share, of the Company, at a purchase price of $2.0625 per share. In addition, in a concurrent private placement, we agreed to sell and issue to the investors in the May 2020 Registered Offering unregistered warrants to purchase up to an aggregate of 1,042,425 shares of common stock (the "May 2020 Warrants" and, together with the April 2020 Warrants, the Warrants ). Each May 2020 Warrant is exercisable for one share of common stock and features an exercise price equal to $2.0625 per share. The May 2020 Warrants are exercisable immediately upon issuance and will expire five and one-half years from the issuance date. The May 2020 Warrants and the shares of our common stock issuable from time to time upon the exercise of the May 2020 Warrants were not registered under the Securities Act, were not offered pursuant to a registration statement and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. Shares of common stock underlying the May 2020 Warrants are being registered for resale by the selling stockholders pursuant to the Registration Statement of which this prospectus forms a part. We received approximately $3,850,000 net proceeds from the May 2020 Registered Offering and concurrent private placement. The offering closed on May 28, 2020. The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities pursuant to this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED June 19, 2020 PRELIMINARY PROSPECTUS CALADRIUS BIOSCIENCES, INC. 2,123,508 SHARES OF COMMON STOCK This prospectus relates to the resale of up to 2,123,508 shares of our common stock issuable upon exercise of certain outstanding warrants issued by us in private placement transactions. These shares will be resold from time to time by the entities listed in the section titled Selling Stockholders beginning on page 7, which we refer to as the selling stockholders. The shares of common stock offered under this prospectus by the selling stockholders are issuable (i) with respect to 1,081,083 shares, upon the exercise of warrants issued in a private placement pursuant to a Securities Purchase Agreement, dated as of April 23, 2020 and (ii) with respect to 1,042,425 shares, upon the exercise of warrants issued in a private placement pursuant to a Securities Purchase Agreement, dated as of May 25, 2020. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of securities by the selling stockholders. The selling stockholders may sell the shares of common stock described in this prospectus in a number of different ways and at varying prices. We provide more information about how a selling stockholder may sell its shares of common stock in the section titled Plan of Distribution on page 9. We will pay the expenses incurred in registering the securities covered by the prospectus, including legal and accounting fees. Our common stock is traded on The Nasdaq Capital Market, or Nasdaq, under the symbol CLBS . On June 18, 2020, the last reported sale price of our common stock was $1.83 per share. _______________________ AN INVESTMENT IN OUR COMMON STOCK INVOLVES RISKS. SEE THE SECTION ENTITLED RISK FACTORS BEGINNING ON PAGE 5. _______________________ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. _______________________ The date of this prospectus is _po___ __, 2020
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/LUNG_pulmonx_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/LUNG_pulmonx_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..69b809484e3e101090a70390610a6cbbf3ee58f2
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/LUNG_pulmonx_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights, and is qualified in its entirety by, the more detailed information and financial statements included elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections entitled Risk Factors, Business and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms Pulmonx, the company, we, us, our or similar terms in this prospectus refer to Pulmonx Corporation and its consolidated subsidiaries. Overview We are a commercial-stage medical technology company that provides a minimally invasive treatment for patients with severe emphysema, a form of chronic obstructive pulmonary disease (COPD). Our solution, which is comprised of the Zephyr Endobronchial Valve (Zephyr Valve), the Chartis Pulmonary Assessment System (Chartis System) and the StratX Lung Analysis Platform (StratX Platform), is designed to treat severe emphysema patients who, despite medical management, are still profoundly symptomatic and either do not want or are ineligible for surgical approaches. We estimate our solution currently addresses approximately 500,000 patients in the United States and 700,000 patients in select international markets, which represents a global market opportunity of approximately $12 billion. We have a compelling body of clinical evidence with over 100 scientific articles published regarding the clinical benefits of Zephyr Valves, including in The New England Journal of Medicine, The Lancet and the American Journal of Respiratory and Critical Care Medicine. Multiple randomized controlled clinical trials have demonstrated that patients selected with the Chartis System and successfully treated with Zephyr Valves have shown statistically and clinically significant improvements in lung function, exercise capacity and quality of life compared to medical management alone. In June 2018, we received pre-market approval (PMA) by the U.S. Food and Drug Administration (FDA) as a result of our breakthrough technology designation. The Zephyr Valve is now commercially available in more than 25 countries, with over 80,000 valves used to treat more than 20,000 patients through June 30, 2020. We have established reimbursement in major markets in North America, Europe and Asia Pacific and the Zephyr Valve has been included in treatment guidelines for COPD worldwide. COPD and Emphysema A Prevalent Disease with High Unmet Medical Needs COPD refers to a group of lung diseases characterized by obstruction of airflow that interferes with normal breathing. In 2015, it affected approximately 175 million patients and was responsible for 3.2 million deaths globally. In the United States, COPD is the third leading cause of death and affected approximately 16 million Americans as of 2013. COPD is expected to be associated with approximately $49 billion in direct medical costs in 2020. Emphysema, a form of COPD, which accounts for approximately 25% of all COPD patients, is a debilitating and life-threatening disease that progressively destroys lung tissue, resulting in a diminishing ability to breathe and engage in the most basic daily activities, leading to a high mortality rate. The lung damage caused by emphysema is irreversible. As of 2018, approximately 3.8 million patients in the United States were diagnosed with emphysema, of which roughly 1.5 million have severe emphysema. Of these 1.5 million severe emphysema patients, we estimate that approximately 500,000 patients would qualify for treatment with our Zephyr Valves, and an additional number may be able to be treated in the future with other technologies under development by us if successfully developed and approved. There are several treatment options for patients with emphysema, depending on the level of severity of the disease, ranging from medical management to more invasive surgical options. However, these treatment options have significant limitations for patients with severe emphysema. Initial treatment for emphysema is generally limited to Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated September 30, 2020 P R O S P E C T U S Shares Pulmonx Corporation Common Stock This is Pulmonx Corporation s initial public offering. We are selling 10,000,000 shares of our common stock. We expect the public offering price to be between $17.00 and $18.00 per share. Currently, no public market exists for the shares of our common stock. We have been approved to list our common stock on the Nasdaq Global Select Market under the symbol LUNG. We are an emerging growth company and a smaller reporting company as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. See Prospectus Summary Implications of Being an Emerging Growth Company and a Smaller Reporting Company. Investing in our common stock involves risks that are described in the Risk Factors section beginning on page 14 of this prospectus. Per ShareTotal Public offering price$$ Underwriting discount(1)$$ Proceeds, before expenses, to us$$ (1) See Underwriting beginning on page 206 for additional information regarding underwriting compensation. The underwriters may also exercise their option to purchase up to an additional 1,500,000 shares of common stock from us, at the initial public offering price, less the underwriting discount, for 30 days after the date of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The shares of common stock will be ready for delivery on or about , 2020. BofA SecuritiesMorgan Stanley StifelWells Fargo SecuritiesCanaccord Genuity The date of this prospectus is , 2020 Table of Contents medications that primarily target airway obstruction and reduce inflammation, but do not address the underlying lung tissue destruction. As the disease worsens, symptoms increase despite optimized drug therapy, pulmonary rehabilitation exercises and supplemental oxygen. Many patients become increasingly unable to engage in the most basic daily activities as a result of the persistent feeling of breathlessness and this reduces their overall health status each year. At this point, physicians may refer patients to thoracic surgeons for single or double lung transplantation, or for lung volume reduction surgery (LVRS), in which hyperinflated tissue is cut away and removed. These invasive surgical procedures involve substantial risk of complications, prolonged hospital stays and high mortality. In addition, many patients do not qualify for these procedures. We believe there is both an urgent clinical need and a strong market opportunity for a solution that is safe, effective and minimally invasive. Our Solution Our solution, which is comprised of the Zephyr Valve, Chartis System and StratX Platform, is designed to address the need for a more effective, minimally invasive treatment option for patients with severe emphysema, offering bronchoscopic lung volume reduction without surgery and its associated risks. It is used to treat patients who, despite medical management, are still profoundly symptomatic and either do not want or are ineligible for surgical approaches. Zephyr Valves are indicated for bronchoscopic treatment of adult patients with hyperinflation associated with severe emphysema in regions of the lung that have little to no collateral ventilation. During the one-time bronchoscopic procedure, Zephyr Valves are placed in the airways to occlude the most diseased parts of the lung, allowing trapped air to escape until the lobe is reduced in size. The intended result is a reduction in lung volume and hyperinflation in the targeted lobe, allowing healthier parts of the lung to expand and take in more air. Patients who are successfully treated with the Zephyr Valve report improved breathing and the ability to go back to doing everyday tasks more easily. When combined with the Chartis System for informed patient selection and treatment planning, Zephyr Valves have been shown to have successful procedure rates of 84-90% in clinical trials. We believe our solution provides the following important benefits Significant, durable improvements in lung function, exercise capacity and quality of life, demonstrated in a substantial body of clinical data Well-characterized safety profile, evidenced by the inclusion in global treatment recommendations and more than 20,000 patients treated globally with the Zephyr Valve High procedural success driven by innovative and effective patient assessment tools and Minimally invasive procedure typically lasting less than an hour. Over 100 scientific articles have been published regarding the clinical benefits of Zephyr Valves, including multiple meta-analyses, review articles, cost-effectiveness analyses and risk-benefit analyses. The Zephyr Valve showed statistically significant improvements in lung function, exercise capacity and quality of life when compared to medical management alone in multiple randomized controlled clinical trials. Additionally, independent studies have demonstrated that Zephyr Valves deliver increases in the BODE Index (a multi-dimensional health status scoring system for patients with COPD) that have been associated with survival benefits. The LIBERATE study, our pivotal study published in 2018, was a multicenter, multinational, randomized controlled clinical trial of Zephyr Valves that included 190 patients with severe emphysema and little to no collateral ventilation. All primary and secondary endpoints were statistically significant, including the proportion of patients achieving a clinically significant improvement in lung function as well as the mean improvements in exercise capacity, hyperinflation and quality of life. These outcomes were the result of a high rate of procedural success, with 84% of patients achieving a clinically meaningful reduction in treated lobe volume. Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/LWLG_lightwave_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/LWLG_lightwave_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c2e5abb43492704fb1b34be4e15dd36962bfc984
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/LWLG_lightwave_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY Our Company We were incorporated under the laws of the State of Nevada on June 24, 1997 and in 2004 we acquired PSI-TEC Corp., and in 2006 we merged with PSI-TEC Corp. PSI-TEC Corp. was incorporated under the laws of the State of Delaware on September 12, 1995. In 2008 we changed our name to Lightwave Logic, Inc. Unless the context otherwise requires, all references to Lightwave the Company, we, our or us and other similar terms means Lightwave Logic, Inc., a Nevada corporation. Our principal executive office is located at 369 Inverness Parkway, Suite 350, Englewood, CO 80112, and our telephone number is (720) 340-4949. Our website address is www.lightwavelogic.com. No information found on our website is part of this prospectus. Overview We are a development stage company moving toward commercialization of next generation electro-optic photonic devices made on its P2ICTM technology platform which uses in-house proprietary high-activity and high-stability organic polymers. Electro-optical devices convert data from electric signals into optical signals for multiple applications. Our differentiation at the device level is in higher speed, lower power consumption, simplicity of manufacturing and reliability. We have demonstrated higher speed and lower power consumption in packaged devices, and during 2019, we developed new materials that promise to further lower power consumption. We are currently focused on testing and demonstrating the simplicity of manufacturability and reliability of our devices. We are initially targeting applications in data communications and telecommunications markets and are exploring other applications for our polymer technology platform. Materials Development Our Company designs and synthesizes organic chromophores for use in its own proprietary electro-optic polymer systems and photonic device designs. A polymer system is not solely a material, but also encompasses various technical enhancements necessary for its implementation. These include host polymers, poling methodologies, and molecular spacer systems that are customized to achieve specific optical properties. Our organic electro-optic polymer systems compounds are mixed into solution form that allows for thin film application. Our proprietary electro-optic polymers are designed at the molecular level for potentially superior performance, stability and cost-efficiency. We believe they have the potential to replace more expensive, higher power consuming, slower-performance materials and devices used in fiber-optic communication networks. Our patented and patent pending molecular architectures are based on a well-understood chemical and quantum mechanical occurrence known as aromaticity. Aromaticity provides a high degree of molecular stability that enables our core molecular structures to maintain stability under a broad range of operating conditions. We expect our patented and patent-pending optical materials along with trade secrets and licensed materials, to be the core of and the enabling technology for future generations of optical devices, modules, sub-systems and systems that we will develop or potentially out-license to electro-optic device manufacturers. Our Company contemplates future applications that may address the needs of semiconductor companies, optical network companies, Web 2.0 media companies, high performance computing companies, telecommunications companies, aerospace companies, and government agencies. CALCULATION OF REGISTRATION FEE TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED(1) PROPOSED MAXIMUM OFFERING PRICE PER SHARE PROPOSED MAXIMUM AGGREGATE OFFERING PRICE AMOUNT OF REGISTRATION FEE Common Stock, par value $0.001 per share 6,000,000 $ 0.76 (2) $ 4,560,000 $ 592 Common Stock, par value $0.001 per share 2,477,864 (3) TOTAL 8,477,864 $ 4,560,000 $ 592 (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act ), the securities being registered hereunder also include such indeterminate number of additional shares of Common Stock as may from time to time be issued after the date hereof as a result of stock splits, stock dividends, recapitalizations or similar transactions. (2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933. The price per share and aggregate offering price are based on the average of the high and low sales prices of the registrant s common stock, par value $0.001 per share ( Common Stock ) on January 22, 2020, as reported on the OTC Markets (OTCQB). (3) No registration fee is payable in connection with the aggregate of 2,477,864 shares of Common Stock previously registered under the registration statement Form S 1 (File No. 333- 229433) filed with the Securities and Exchange Commission on January 30, 2019 and declared effective on February 13, 2019 (the Prior Registration Statement ) are included in this registration statement because such shares of Common Stock are being carried forward from the Prior Registration Statement pursuant to Rule 429 under the Securities Act. A registration fee is only payable in connection with the aggregate of 6,000,000 shares of Common Stock that were not previously registered under the Prior Registration Statement. See Statement Pursuant to Rule 429 below. The Registrant amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine. STATEMENT PURSUANT TO RULE 429 The registrant is filing a single prospectus in this registration statement, pursuant to Rule 429 under the Securities Act of 1933. The prospectus is a combined prospectus relating to (i) 6,000,000 shares of the Common Stock of Lightwave Logic, Inc., a Nevada corporation (the Company ) that are being newly registered hereunder and (ii) 2,477,864 shares of Common Stock that are currently registered under the Prior Registration Statement and remain unsold by the Selling Securityholder listed therein. Pursuant to Rule 429 under the Securities Act of 1933, as amended (the Securities Act ), this registration statement on Form S-1 upon effectiveness will serve as a post-effective amendment to the Prior Registration Statement. If any securities previously registered under the Prior Registration Statement are offered and sold before the effective date of this registration statement, the amount of previously registered securities so sold will not be included in the prospectus hereunder. Device Design and Development Electro-optic Modulators Our Company designs its own proprietary electro-optical modulation devices. Electro-optical modulators convert data from electric signals into optical signals that can then be transmitted over high-speed fiber-optic cables. Our modulators are electro-optic, meaning they work because the optical properties of the polymers are affected by electric fields applied by means of electrodes. Modulators are key components that are used in fiber optic telecommunications, data communications, and data centers networks etc., to convey the high data flows that have been driven by applications such as pictures, video streaming, movies etc., that are being transmitted through the internet. Electro-optical modulators are expected to continue to be an essential element as the appetite and hunger for data increases every year. Polymer Photonic Integrated Circuits (P2ICTM) Our Company also designs its own proprietary polymer photonic integrated circuits (otherwise termed a polymer PIC). A polymer PIC is a photonic device that integrates several photonic functions on a single chip. We believe that our technology can enable the ultra-miniaturization needed to increase the number of photonic functions residing on a semiconductor chip to create a progression like what was seen in the computer integrated circuits, commonly referred to as Moore s Law. One type of integration is to combine several instances of the same photonic functions such as a plurality of modulators to create a 4 channel polymer PIC. In this case, the number of photonic components would increase by a factor of 4. Another type is to combine different types of devices including from different technology bases such as the combination of a semiconductor laser with a polymer modulator. Our P2IC platform encompasses both these types of architecture. Current photonic technology today is struggling to reach faster device speeds. Our modulator devices, enabled by our electro-optic polymer material systems, work at extremely high frequencies (wide bandwidths) and possess inherent advantages over current crystalline electro-optic material contained in most modulator devices such as lithium niobate (LiNbO3), indium phosphide (InP), silicon (Si), and gallium arsenide GaAs). Our advanced electro-optic polymer platform is creating a new class of modulators and associated PIC platforms that can address higher data rates in a lower cost, lower power consuming manner, with much simpler modulation techniques. Our electro-optic polymers can be integrated with other materials platforms because they can be applied as a thin film coating in a fabrication clean room such as may be found in semiconductor foundries. Our polymers are unique in that they are stable enough to seamlessly integrate into existing CMOS, Indium Phosphide (InP), Gallium Arsenide (GaAs), and other semiconductor manufacturing lines. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. PROSPECTUS SUBJECT TO COMPLETION January 28, 2020 8,477,864 Shares of Common Stock This prospectus relates to the resale of up to 8,477,864 shares of the common stock, par value $0.001 per share ( Common Stock ) of Lightwave Logic, Inc. ( Company , us or we ) which may be offered by Lincoln Park Capital Fund, LLC ( Lincoln Park ) from time to time, and which have been or may be issued pursuant to a purchase agreement between the Company and Lincoln Park, dated as of January 21, 2019 (the Purchase Agreement ) (including 650,660 shares of the Common Stock which have been or may be issued as commitment shares under the Purchase Agreement). See The Lincoln Park Transaction for a description of the Purchase Agreement, and Selling Securityholder for additional information regarding Lincoln Park. We previously filed a registration statement on Form S 1 (File No. 333- 229433) filed with the Securities and Exchange Commission on January 30, 2019 and declared effective on February 13, 2019 (the Prior Registration Statement ). The Prior Registration Statement registered 9,500,000 shares of Common Stock including 8,337,500 purchase shares and 1,162,500 commitment shares that have been or may be issued pursuant to the Purchase Agreement, of which 1,827,204 purchase shares and 650,660 purchase shares remain registered and have not been resold thereunder as of January 22, 2020. Such remaining shares of Common Stock are being carried over from the Prior Registration Statement pursuant to Rule 429 under the Securities Act of 1933, as amended (the Securities Act ). In addition, 6,000,000 newly registered purchase shares, which were not registered under the Prior Registration Statement are being registered hereunder The registration of the shares hereunder does not mean that Lincoln Park will actually offer or sell the full number of the shares being registered pursuant to this prospectus. We will not receive any proceeds from the sales of shares of our Common Stock by Lincoln Park; however we may receive proceeds upon the sale of up to 7,687,500 purchase shares under the Purchase Agreement, which have not yet been sold to Lincoln Park. Lincoln Park is an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Lincoln Park may offer the securities registered hereunder directly or through agents or to or through underwriters or dealers. The securities may be offered and sold through public or private transactions at market prices prevailing at the time of sale, at a fixed price or fixed prices, at negotiated prices, at various prices determined at the time of sale or at prices related to prevailing market prices. See "Plan of Distribution" for more information about how Lincoln Park may sell the shares of Common Stock being registered pursuant to this prospectus. Our Common Stock is currently quoted on the OTC Markets (OTCQB) under the symbol "LWLG". On January 22, 2020, the Company had 87,921,049 shares issued and outstanding, and the last reported sale price of our Common Stock was $0.7476 per share. We will pay the expenses incurred in registering the shares, including legal and accounting fees. See Plan of Distribution . Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 5 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities regulators have approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is ________ ___, 2020. The Offering Common stock outstanding prior to this offering (1) 87,921,049, including 7,161,840 shares of Common Stock issued to Lincoln Park under the Purchase Agreement and registered under the Prior Registration Statement. Common Stock offered by the selling securityholder Up to 8,477,864 shares of Common Stock, consisting of (i) 6,000,000 shares of Common Stock that are newly registered hereunder and may be issued to Lincoln Park as purchase shares under the Purchase Agreement following the effectiveness of the Registration Statement of which this prospectus is a part, (ii) 1,827,204 shares of Common Stock that have been or may be issued to Lincoln Park as purchase shares under the Purchase Agreement and were previously registered under the Prior Registration Statement and (iii) 650,660 shares of Common Stock that may be issued to Lincoln Park as commitment shares under the Purchase Agreement and were previously registered under the Prior Registration Statement. Common stock to be outstanding after this offering 96,259,209 shares Use of proceeds We will receive no proceeds from the sale of shares of Common Stock by Lincoln Park in this offering. We may receive up to $25,000,000 aggregate gross proceeds under the Purchase Agreement from any sales we make to Lincoln Park pursuant to the Purchase Agreement. Any proceeds that we receive from sales to Lincoln Park under the Purchase Agreement will be used for working capital and general corporate purposes. See "Use of Proceeds". OTC Markets (OTCQB) symbol LWLG
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/MARA_mara_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/MARA_mara_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f31b4d6b39cd1c4f4fa8c6c00ebf97e0402e209a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/MARA_mara_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1 Risk Factors 6 Cautionary Note Regarding Forward-Looking Statements 32 Use of Proceeds 32 Market for Our Common Stock and Related Stockholder Matters 33 Dividend Policy 33 Capitalization 33 Dilution 34 Management s Discussion and Analysis of Financial Condition and Results of Operations and Financial Statements 35 Business 35 Management 48 Executive Compensation 45 Security Ownership of Certain Beneficial Owners and Management 48 Certain Relationships and Related Party Transactions 49 Description of Our Securities 49 Underwriting 50 Legal Matters 54 Experts 54 Where You Can Find Additional Information 54 You should rely only on information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted. The information contained in this prospectus is accurate only as of its date regardless of the time of delivery of this prospectus or of any sale of common stock. No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management s estimates have not been verified by any independent source, and we have not independently verified any third-party information. In addition, assumptions and estimates of our and our industry s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors." These and other factors could cause our future performance to differ materially from our assumptions and estimates. See "Cautionary Note Regarding Forward-Looking Statements." SUMMARY This summary highlights selected information from this prospectus and does not contain all of the information that you should consider in making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our securities discussed under the heading "Risk Factors" contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a component. The terms "Marathon," the "Company," "we," "our" or "us" in this prospectus refer to Marathon Patent Group, Inc. and its wholly-owned subsidiaries, unless the context suggests otherwise. OUR BUSINESS About Marathon Patent Group, Inc. We were incorporated in the State of Nevada on February 23, 2010 under the name Verve Ventures, Inc. On December 7, 2011, we changed our name to American Strategic Minerals Corporation. In June 2012, we discontinued our minerals business and began to invest in real estate properties in Southern California. In October 2012, we discontinued our real estate business and we commenced our IP licensing operations, at which time the Company s name was changed to Marathon Patent Group, Inc. On November 1, 2017, we entered into a merger agreement with Global Bit Ventures, Inc. ("GBV"), which is focused on mining digital assets. We purchased cryptocurrency mining machines and established a data center in Canada to mine digital assets. We intend to expand its activities in the mining of new digital assets, while at the same time harvesting the value of our remaining IP assets. As we mine bitcoin, we receive a daily reward from ViaBTC, the mining pool to which we point our miners. When we choose to liquidate our bitcoin, we trade with Cumberland DRW, LLC. Cumberland is a global leader in cryptoasset trading. Founded in 2014, Cumberland is a part of DRW Holdings, a diversified principal trading firm with more than 25 years of experience across asset classes, instruments and strategies in markets around the world. Cumberland provides 24 7 access with their Marea electronic trading platform, which provides streaming, real-time, two-way pricing. On June 28, 2018, our Board has determined that it was in the best interests of the Company and our shareholders to allow the Amended Merger Agreement with GBV to expire on its termination date of June 28, 2018 without further negotiation or extension. The Board approved to issue 3,000,000 shares of our common stock to GBV as a termination fee for us canceling the proposed merger between the two companies. All share and per share values for all periods presented in the accompanying consolidated financial statements have been retroactively adjusted to reflect the 1:4 reverse stock split which occurred on April 8, 2019. Mathematically Controlled Supply The method for creating new bitcoins is mathematically controlled in a manner so that the supply of bitcoins grows at a limited rate pursuant to a pre-set schedule. The number of bitcoins awarded for solving a new block is automatically halved every 210,000 blocks. Thus, the current fixed reward for solving a new block is 12.5 bitcoins per block and the reward decreased by half to become 6.25 bitcoins around May 10, 2020 (based on estimates of the rate of block solution calculated by BitcoinClock.com). This deliberately controlled rate of bitcoin creation means that the number of bitcoins in existence will never exceed 21 million and that bitcoins cannot be devalued through excessive production unless the Bitcoin Network s source code (and the underlying protocol for bitcoin issuance) is altered. The Company monitors the Blockchain network and, as of June 5, 2020, based on the information we collected from our network access 18.2 million bitcoins have been mined. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement relating to these securities that has been filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED JULY 23, 2020 MARATHON PATENT GROUP INC. 5,293,246 Shares of Common Stock Marathon Patent Group, Inc. is offering 5,293,246 shares of common stock at an assumed offering price of $0.9446 per share, which was our closing price in the Nasdaq Capital Market on July 21, 2020. Our common stock is listed on The Nasdaq Capital Market under the symbol "MARA." On July 21, 2020, the last reported sale price of our common stock on The Nasdaq Capital Market was $0.9446 per share. You should read this prospectus, together with additional information described under the heading "Where You Can Find More Information," carefully before you invest in any of our securities. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 6 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $ (1) In addition, we have agreed to issue to the representative of the underwriters warrants to purchase common stock equal to 7% of the shares issued in this offering and to reimburse certain expenses of the representative in connection with this offering. See "Underwriting" beginning on page 50 for additional disclosure regarding the compensation payable to the underwriters. We have granted the underwriters an option to purchase up to an additional 793,987 shares of common stock (up to 15% of the number of shares of common stock offered hereby) from us at the public offering price, less the underwriting discounts, for a period of 45 days from the date of this prospectus We anticipate that delivery of the shares against payment will be made on or about _____ __, 2020. H.C. WAINWRIGHT & CO. The date of this prospectus is July __, 2020. Digital Asset Mining We intend to power and secure blockchains by verifying blockchain transactions using custom hardware and software. We are currently using our hardware to mine bitcoin ("BTC") and expect to mine BTC and ether ("ETH"), and potentially other cryptocurrencies. Bitcoin and ether rely on different technologies based on the blockchain. Wherein bitcoin is a digital currency and ether is generally associated with smart contracts and digital tokens, we will be compensated in either BTC or ETH based on the mining transactions we perform for each, which is how we will earn revenue. Blockchains are decentralized digital ledgers that record and enable secure peer-to-peer transactions without third party intermediaries. Blockchains enable the existence of digital assets by allowing participants to confirm transactions without the need for a central certifying authority. When a participant requests a transaction, a peer-to-peer network consisting of computers, known as nodes, validate the transaction and the user s status using known algorithms. After the transaction is verified, it is combined with other transactions to create a new block of data for the ledger. The new block is added to the existing blockchain in a way that is permanent and unalterable, and the transaction is complete. Digital assets (also known as cryptocurrency) are a medium of exchange that uses encryption techniques to control the creation of monetary units and to verify the transfer of funds. Many consumers use digital assets because it offers cheaper and faster peer-to-peer payment options without the need to provide personal details. Every single transaction and the ownership of every single digital asset in circulation is recorded in the blockchain. Miners use powerful computers that tally the transactions to run the blockchain. These miners update each time a transaction is made and ensure the authenticity of information. The miners receive a transaction fee for their service in the form of a portion of the new digital "coins" that are issued. On September 30, 2019, the Company consummated the purchase of 6000 S-9 Bitmain 13.5 TH/s Bitcoin Antminers ("Miners") from SelectGreen Blockchain Ltd. (the "Seller"), a British Columbia corporation, for which the purchase price was $4,086,250 or 2,335,000 shares of its common stock at a price of $1.75 per share. As a result of an exchange cap requirement imposed in conjunction with the Company s Listing of Additional Shares application filed with Nasdaq to the transaction, the Company issued 1,276,442 shares of its common stock which represented $2,233,773 of the $4,086,250 (constituting 19.9% of the issued and outstanding shares on the date of the Asset Purchase Agreement) and upon the receipt of shareholder approval, at the Annual Shareholders Meeting held on November 15, 2019, the Company issued the balance of the 1,058,558 unregistered common stock shares. The shareholders did approve the issuance of the additional shares at the Annual Shareholders Meeting. The Company issued an additional 474,808 at $0.90 per share on December 27, 2019. On March 30, 2020, the Seller agreed to reduce the total of number of shares to be issued to 2,101,500 shares, and the balance of 350,250 shares was issued at a price of $0.49 per share. As of April 6, 2020, the Company received notice from the Nasdaq Capital Market that the Company has failed to maintain a minimum closing bid price of $1.00 per share of its Common Stock over the last consecutive 30 business days based upon the closing bid price for its common stock as required by Rule 5550(a)(2). However, the Nasdaq Rules also provide the Company a compliance period of 180 calendar days in which to regain compliance during which time it must maintain a minimum closing bid price of at least $1.00 per share for a minimum period of 10 consecutive business days, which must be completed by October 5, 2020. On April 20, 2020, the Company received a further notice from the Nasdaq Capital Market that the Company s time to maintain a minimum closing bid price of at least $1.00 per share for a minimum period of 10 consecutive business days has been extended from October 5, 2020 to December 17, 2020. On May 5, 2020, the Compensation Committee of the Board of Directors approved bonuses and stock option grants for Directors and Officers for their contributions to the growth of Marathon Patent Group, Inc., for the year ended December 31, 2019. Total awards to be granted amounted to 1,164,000 restricted stock units at a price of $0.43 per unit with a term of one year, vesting quarterly in equal amounts, and cash award of $105,000 to Merrick Okamoto and $54,000 to David Lieberman. In addition, the Compensation Committee agreed to cancel 1,537,500 existing stock options for Directors, Officers and outside legal counsel, and replace them with new restricted stock units at a price of $0.43 per unit with a term of one year, vesting quarterly in equal amounts. On May 11, 2020, the Company announced the purchase of 700 M30S+ (80 TH) miners. On May 12, 2020, the Company announced the purchase 660 Bitmain S19 Pro Miners and on June 11, 2020, the Company announced the purchase of an additional 500 of the latest generation Bitmain S19 Pro Miners, bringing the Company s total Hashrate to approximately 240 PH/s when fully deployed. On May 19, 2020, the Company amended its note, originally dated August 31, 2017, with Bi-Coastal Consulting Defined Benefit Plan to reduce the conversion price to $0.60 per share. The current principal balance of the Note was $999,105.60 and accrued the interest was $215,411.30. The Company agreed to the reduction in the conversion price from $0.80 to $0.60 to incentivize the Note holder to convert the Note to common stock. As the Note has been fully converted to common stock, the Company has no Long-Term debt. Competition Subject to raising additional capital, our digital asset initiatives will compete with other industry participants that focus on investing in and securing the Blockchains of bitcoin and other digital assets. Market and financial conditions, and other conditions beyond the Company s control, may make it more attractive to invest in other entities, or to invest in bitcoin or digital assets directly. Companies have raised substantial capital this year seeking to enter the digital assets business. Our lack of ready access to capital and limited size are competitive disadvantages. Patent Enforcement Litigation As of June 26, 2020, we were not involved in any active patent enforcement litigation. Employees As of June 26, 2020, we had 3 full-time employees. We believe our employee relations to be good. Corporate Information We were incorporated in the State of Nevada on February 23, 2010 under the name Verve Ventures, Inc. On December 7, 2011, we changed our name to American Strategic Minerals Corporation and were engaged in exploration and potential development of uranium and vanadium minerals business. In June 2012, we discontinued our minerals business and began to invest in real estate properties in Southern California. In October 2012, we discontinued our real estate business when our former CEO joined the firm and we commenced our IP licensing operations, at which time the Company s name was changed to Marathon Patent Group, Inc. The address and phone number of our principal office is 1180 North Town Center Drive, Suite 100, Las Vegas, NV 89144; 702-945-2773. Our corporate website is www.marathonpg.com. Our website and the information contained in, or accessible through, our website will not be deemed to be incorporated by reference into this prospectus and does not constitute part of this prospectus. The Offering Common stock offered by us 5,293,246 shares, assuming the sale of our common stock at an assumed offering price of $0.9446 per share, which was our closing price in the Nasdaq Capital Market on July 21, 2020. Assumed Offering price $0.9446 per share, which was our closing price in the Nasdaq Capital Market on July 21, 2020. Option to purchase additional shares We have granted the underwriters an option to purchase up to an additional 793,987 shares of common stock (up to 15% of the number of shares of common stock in this offering) at the public offering price, less the underwriting discounts, for a period of 45 days from the date of this prospectus. Common stock outstanding after this offering 27,073,909 shares (assuming the sale of 5,293,246 shares at an assumed offering price of $0.9446 per share, which was our closing price in the Nasdaq Capital Market on July 21, 2020, and assuming no exercise of the underwriters option to purchase additional shares of common stock). Use of proceeds The net proceeds from our sale of shares of our common stock in this offering will be approximately $ million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise their option in full to purchase additional shares of common stock, our net proceeds from this offering will be approximately $ million. We currently expect to use the net proceeds from this offering for general corporate purposes and to fund ongoing operations and expansion of our business. For additional information please refer to the section entitled "Use of Proceeds" on page 32 of this prospectus. Risk Factors Investing
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/MEG_montrose_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/MEG_montrose_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/MEG_montrose_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/MGHL_morgan_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/MGHL_morgan_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..45c38a5d00d97d093f0e8f95afff8b2f383d520b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/MGHL_morgan_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights certain information contained elsewhere in this Prospectus and may not contain all of the information that is important to you. To understand fully and for a more complete description of the terms and conditions of the Spin-Off, you should read this Prospectus in its entirety, including the information presented under the section titled Risk Factors and the consolidated financial statements and related notes, and the documents to which you are referred. See Where You Can Find More Information. Except where the context otherwise requires, or where otherwise indicated, references to the Company, we, us, or our are to Morgan Group Holding Co. and its consolidated subsidiary; references to G.research are to G.research, LLC, which we acquired from ACG on October 30, 2019, which we refer to as the acquisition ; references to ACG are to Associated Capital Group, Inc.; and references to ISH are to Institutional Services Holdings, LLC, ACG s wholly owned subsidiary which directly owns 500,000 shares of our Common Stock. See the information under the caption Reverse Stock Split below for information concerning the adjustments made as a result of a reverse stock split effected on June 10, 2020. Overview On March 14, 2020, the ACG Board approved the Spin-Off of the Company from ACG. ACG will distribute 500,000 shares of our Common Stock indirectly held by it to ACG s stockholders. Thereupon, we will remain a publicly traded company, independent of ACG s ownership and control. Our Company Morgan Group Holding Co., a Delaware corporation, was incorporated in November 2001 and prior to the acquisition, we had nominal assets and no liabilities and did not conduct operations other than to pursue business combination opportunities. Following the acquisition, we wholly own and operate G.research, an institutional research and securities brokerage business. G.research, our wholly owned subsidiary following the acquisition, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the Exchange Act ). Through G.research, we provide institutional research services as well as act as an underwriter. G.research is regulated as a registered broker-dealer with the Securities and Exchange Commission (the SEC ) and as a member of the Financial Industry Regulatory Authority ( FINRA ). G.research s revenues are derived primarily from institutional research services and securities brokerage services including acting as an underwriter. We publish research on approximately 100 companies globally with an emphasis on small and mid-cap trading ideas. We also operate an institutional sales trading desk, which facilitates security transactions on behalf of our clients. Our Strategy Our strategy is to continue to operate and expand our institutional research and securities brokerage business through the coverage of additional market sectors and companies. In order to achieve growth, we are pursuing a strategy which includes the following key elements: Attracting and retaining additional research analysts; Leveraging the Private Market Value with a Catalyst fundamental research methodology licensed from our affiliate, GAMCO Investors, Inc. ( GAMCO ); Pursuing acquisitions of complementary research businesses; and Continuing our sponsorship of industry conferences. For more information, see Business Business Strategy. Status as a Smaller Reporting Company We qualify as a smaller reporting company under the Exchange Act. As a smaller reporting company, we are eligible to take advantage of certain reduced reporting and other regulatory requirements that are generally unavailable to other public companies. For a discussion of the implications of our status as a smaller reporting company, see Business Status as a Smaller Reporting Company. TABLE OF CONTENTS The information in this Prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED JULY 15, 2020 Morgan Group Holding Co. 500,000 shares of Common Stock (par value $0.01 per share) This Prospectus is being furnished to you as a stockholder of Associated Capital Group, Inc., referred to as ACG. ACG plans to effect a distribution, referred to as the Spin-Off or the Distribution, to its stockholders of 500,000 shares of common stock, par value $0.01 per share, referred to as our Common Stock or Common Stock, of Morgan Group Holding Co., referred to as the Company, beneficially held by ACG immediately prior to the Spin-Off. Immediately prior to the time of the Distribution, ACG will hold approximately 83.3% of the outstanding shares of Common Stock. At the time of the Spin-Off, ACG will distribute 500,000 shares of Common Stock beneficially held by it on a pro rata basis to holders of class A and class B common stock, par value $0.001 per share, of ACG, collectively referred to as ACG common stock. Each share of ACG common stock outstanding as of 5:00 p.m., New York City time, on , 2020, referred to as the Record Date, will entitle the holder thereof to receive shares of our Common Stock. The Distribution will be made in book-entry form by a distribution agent. Fractional shares of Common Stock will not be distributed in the Spin-Off. In lieu of fractional shares, the distribution agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to each holder (net of any required withholding for taxes applicable to each holder) who would otherwise have been entitled to receive a fractional share in the distribution. The Spin-Off will be effective as of 5:00 p.m., New York City time, on , 2020, referred to as the Distribution Date. Immediately after the Spin-Off, the Company will be a publicly-traded company, independent of ACG s ownership and control. ACG s stockholders are not required to vote on or take any other action in connection with the Spin-Off. We are not asking you for a proxy, and we request that you do not send us a proxy. ACG stockholders will not be required to pay any consideration for our Common Stock they receive in the Spin-Off, and they will not be required to surrender or exchange their shares of ACG common stock or take any other action in connection with the Spin-Off. Our Common Stock is not listed on any securities exchange and currently trades in the over-the-counter market where quotations are available through OTC Pink s quotation service under the symbol MGHL. In reviewing this Prospectus, you should carefully consider the matters described in the section titled Risk Factors beginning on page 8 of this Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This Prospectus is not an offer to sell, or a solicitation of an offer to buy, any securities. The date of this Prospectus is , 2020. TABLE OF CONTENTS QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF The following questions and answers briefly address some commonly asked questions about the Spin-Off. They may not include all the information that is important to you. We encourage you to read carefully this entire Prospectus and the other documents to which we have referred you. We have included references in certain parts of this section to direct you to a more detailed discussion of each topic presented in this section. Q: What is the Spin-Off? A: The Spin-Off is the method by which we will separate from ACG. ACG currently beneficially owns through its wholly owned subsidiary, Institutional Services Holdings, LLC ( ISH ), 500,000 shares of our Common Stock. In the Spin-Off, ACG will distribute to holders of ACG common stock 500,000 shares of our Common Stock. Following the Spin-Off, we will remain a publicly-traded company, and ACG will not retain any ownership interest in or otherwise possess control over us. Q: Will the number of shares of ACG common stock I own change as a result of the Spin-Off? A: No, the number of shares of ACG common stock you own will not change as a result of the Spin-Off. Q: What are the reasons for the Spin-Off? A: The board of directors of ACG ( ACG Board ) considered the following potential benefits in deciding to pursue the Spin-Off: ACG s and the Company s expectation that the Spin-Off will enhance the ability of ACG and the Company to focus on their respective strategies. ACG will continue to expand and diversify its alternative investment management business and we will continue to operate and pursue growth in its institutional research and brokerage business as separate companies. ACG recognizes that our near-term goals for our business include growth through acquisitions or mergers funded, in part, with capital raises and strategic alliances with other companies. We have not targeted any companies for acquisition and have no specific plan concerning identified capital requirements to achieve these goals. We believe that our growth strategy will be facilitated if we operate separately from under the control of ACG and can pursue a capital structure without any consideration of the impact on ACG. The Spin-Off will establish the Company as a publicly traded company no longer owned and controlled by ACG, which we believe will meaningfully enhance our market profile, and thereby provide us with business opportunities without influence of ACG which may have competing interests from time to time. The separation resulting from the Spin-Off will reduce direct conflicts of interest between the two companies that may otherwise result from the direct parent-subsidiary control relationship that will no longer exist following the Spin-Off. Q: Why is the separation of the Company structured as a spin-off? A: ACG believes that a distribution of our Common Stock is the most efficient way to separate our business from ACG in a manner that will achieve the above benefits. Q: What will I receive in the Spin-Off? A: As a holder of ACG common stock, you will receive a dividend of shares of our Common Stock for every share of ACG common stock you hold on the Record Date (as defined below). The distribution agent will distribute only whole shares of our Common Stock in the Spin-Off. See Questions and Answers About the Spin-Off How will fractional shares be treated in the Spin-Off? for more information on the treatment of the fractional share you may be entitled to receive in the Spin-Off. Your proportionate interest in ACG will not change as a result of the Spin-Off. For a more detailed description, see The Spin-Off. Q: What is being distributed to holders of ACG common stock in the Spin-Off? A: ACG will distribute 500,000 shares of Common Stock in the Spin-Off, which constitutes approximately 83.3% of the outstanding shares of our Common Stock. The shares of our Common Stock that ACG TABLE OF CONTENTS Risks Associated With Our Business Our business is subject to a number of risks which you should be aware of before making an investment decision. Those risks are discussed more fully in the section titled Risk Factors beginning on page 8. For example: We have experienced losses and there is a risk that we will continue to incur losses in the future. There is a possibility of losses associated with our underwriting, trading and market-making activities. Operational risks may disrupt our businesses, result in regulatory action against us or limit our growth. Our Common Stock is not listed on any securities exchange; there is limited and sporadic trading in the over-the-counter market and there can be no assurance that an active public trading market will develop. Our business may experience disruption due to global conditions, such as the COVID-19 pandemic. Acquisition and Private Placement Transactions Acquisition On October 31, 2019, we entered into and concurrently closed an agreement and plan of merger, by and among the Company, G.R. Acquisition, LLC, a wholly owned subsidiary of the Company, G.research, ISH and ACG, pursuant to which we acquired 100% of G.research. In connection with the acquisition, we issued 500,000 shares of our Common Stock to ISH and G.research became our wholly owned subsidiary. Upon consummation of the acquisition, Vincent M. Amabile, Jr., Joseph L. Fernandez and Stephen J. Moore were appointed directors, and Mr. Amabile and Mr. Fernandez were appointed president and executive vice president-finance, respectively, replacing the officers and directors who resigned in connection with the acquisition. Private Placement On October 31, 2019, immediately prior to the closing of the acquisition, we entered into and concurrently closed a securities purchase agreement pursuant to which we issued and sold in a private placement 51,500 shares of our Common Stock to management, including our president, at $10.00 per share (adjusted for the Reverse Stock Split (defined below under the section entitled Recent Developments Reverse Stock Split )) for total proceeds of $515,000. Recent Developments COVID-19 In light of the dynamics created by COVID-19, its impact on the global supply chain and economy, including government imposed restrictions on travel and the temporary closure of businesses deemed non-essential across the United States, we anticipate lower transaction volumes from our institutional clients. As a result of this pandemic, the majority of our employees are working remotely, including our order execution services. However, there has been no material impact of remote work arrangements on our operations, including our financial reporting systems, internal control over financial reporting, and disclosure controls and procedures, and there has been no material challenge in implementing our business continuity plan. The sponsored conferences are taking place as planned using virtual service providers. While at the present time, the Company is unable to estimate the potential impact of COVID-19 on its financial condition, a significant prolonged disruption in the financial markets leading to materially lower trading activity of the Company s clients would have a material adverse effect on the Company s revenue, operating results and financial position. Any potential impact to our results of operations and financial condition will depend to a large extent on future developments and new information that could emerge regarding the duration and severity of COVID-19 and the actions taken by authorities and other entities to contain COVID-19 or treat its impact, all of which are beyond our control. We will continue to monitor the virus impact on our customers, clients, and financial results. Reverse Stock Split On June 10, 2020, we filed an amendment to our certificate of incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-100 reverse stock split of the outstanding shares of Common Stock, which we refer to as the Reverse Stock Split. As a result, every 100 then-outstanding shares of TABLE OF CONTENTS distributes will constitute all of the issued and outstanding shares of our Common Stock beneficially held by ACG immediately prior to the Spin-Off. For more information on the shares being distributed in the Spin-Off, see Description of Our Capital Stock Common Stock. Q: What is the record date for the Distribution? A: ACG will designate 5:00 p.m., New York City time, on , 2020 (the Record Date ), as the record ownership date for the Distribution. Q: When will the Distribution to holders of ACG common stock occur? A: The Distribution will be effective as of 5:00 p.m., New York City time on , 2020 (the Distribution Date ). On or shortly after the Distribution Date, the whole shares of our Common Stock will be credited in book-entry accounts for stockholders entitled to receive those shares in the Distribution. We expect that it may take the distribution agent up to two weeks after the Distribution Date to fully distribute the shares of our Common Stock to ACG stockholders. See Questions and Answers About the Spin-Off How will ACG distribute shares of our Common Stock? for more information on how to access your book-entry account or your bank, brokerage or other account holding our Common Stock you will receive in the Distribution. Q: What do I have to do to participate in the Distribution? A: You are not required to take any action, but we urge you to read this Prospectus carefully. Holders of ACG common stock on the Record Date will not need to pay any cash or deliver any other consideration, including any shares of ACG common stock, in order to receive shares of our Common Stock in the Distribution. No stockholder approval of the Distribution is required. We are not asking you for a vote, and we request that you do not send us a proxy card. Q: If I sell my shares of ACG common stock on or before the Distribution Date, will I still be entitled to receive shares of Common Stock in the Distribution? A: If you hold shares of ACG common stock on the Record Date and decide to sell them on or before the Distribution Date, you may choose to sell your ACG common stock with or without your entitlement to our Common Stock. You should discuss these alternatives with your bank, broker or other nominee. See The Spin-Off Trading Prior to the Distribution Date for more information. Q: How will ACG distribute shares of our Common Stock? A: Registered stockholders: If you are a registered stockholder (meaning you own your shares of ACG common stock directly through ACG s transfer agent, Computershare Trust Company, N.A. ( Computershare )), our transfer agent, American Stock Transfer & Trust Company, LLC, which is serving as the distribution agent in connection with the Distribution, will credit the whole shares of our Common Stock you receive in the Distribution to a new book-entry account on or shortly after the Distribution Date. Our distribution agent will mail you a book-entry account statement that reflects the number of whole shares of our Common Stock you own. You will be able to access information regarding your book-entry account holding our Common Stock at American Stock Transfer & Trust Company, LLC. Street name or beneficial stockholders: If you own your shares of ACG common stock beneficially through a bank, broker or other nominee, your bank, broker or other nominee will credit your account with the whole shares of our Common Stock you receive in the Distribution on or shortly after the Distribution Date. Please contact your bank, broker or other nominee for further information about your account. We will not issue any physical stock certificates to any stockholders, even if requested. See The Spin-Off When and How You Will Receive Company Common Stock for a more detailed explanation. Q: How will fractional shares be treated in the Distribution? A: The distribution agent will not distribute any fractional shares of our Common Stock in connection with the Spin-Off. Instead, the distribution agent will aggregate all fractional shares into whole shares and sell the whole shares in the open market at prevailing market prices on behalf of stockholders entitled to receive a TABLE OF CONTENTS our Common Stock combined automatically into one share of Common Stock. Each stockholder s percentage ownership in the Company and proportional voting power remained unchanged after the Reverse Stock Split, except for minor changes and adjustments resulting from the treatment of fractional shares. Except as otherwise noted, all share numbers and per share amounts presented in this Prospectus, regardless of presentation in prior periods, have been adjusted to reflect the Reverse Stock Split. Corporate Information Morgan Group Holding Co. is a Delaware corporation and was incorporated in November 2001. Our principal executive offices are located at One Corporate Center, 401 Theodore Fremd Avenue, Rye, NY 10580. Our telephone number is (914) 921-1877. Our website address is http://morgangroupholdingco.com. Our website and the information contained thereon, or connected thereto, does not and will not constitute part of this Prospectus or the Registration Statement on Form S-1 of which this Prospectus is a part. TABLE OF CONTENTS fractional share. The distribution agent will then distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to these holders (net of any required withholding for taxes applicable to each holder). We anticipate that the distribution agent will make these sales within three trading days following the Distribution Date. See The Spin-Off Treatment of Fractional Shares for a more detailed explanation of the treatment of fractional shares. Q: What are the U.S. federal income tax consequences to me of the Distribution? A: For U.S. federal income tax purposes, no gain or loss is expected to be recognized by, or be includible in the income of, a U.S. Holder (as defined in Material U.S. Federal Income Tax Consequences of the Spin-Off ) as a result of the Distribution, except with respect to any cash received by ACG stockholders in lieu of fractional shares. In addition, the aggregate tax basis of the ACG common stock and our Common Stock held by each U.S. Holder immediately after the Distribution will be the same as the aggregate tax basis of the ACG common stock held by the U.S. Holder immediately before the Distribution, allocated between the ACG common stock and our Common Stock in proportion to their relative fair market values on the Distribution Date (subject to certain adjustments). See Material U.S. Federal Income Tax Consequences of the Spin-Off for more information regarding the potential tax consequences to you of the Spin-Off. You should consult your own tax advisors regarding the particular tax consequences of the Spin-Off to you, including the applicability and effect of any U.S. federal, state, local and non-U.S. tax laws. Q: Does the Company intend to pay cash dividends? A: Following the Spin-Off, we do not anticipate paying any dividends on our Common Stock in the foreseeable future. See Dividend Policy for more information. Q: How will our Common Stock trade? A: Our Common Stock is not listed on any securities exchange and currently trades in the over-the-counter market where quotations are available through OTCPink s quotation service under the symbol MGHL. Our outstanding Common Stock will continue trading in the regular way market following the announcement of the Record Date and the Distribution Date. See The Spin-Off Trading Prior to the Distribution Date for more information. We cannot predict the trading prices for our Common Stock before, on or after the Distribution Date. Q: Will my shares of ACG common stock continue to trade on the New York Stock Exchange ( NYSE ) following the Spin-Off? A: Yes. Following the Spin-Off, ACG common stock will continue to trade regular way on the NYSE under the symbol AC through and after the Distribution Date. ACG common stock trades on the NYSE with an entitlement for the purchaser to receive shares of our Common Stock to be distributed in the Distribution if purchased prior to the ex-dividend date, which is expected to be one business day prior to the Record Date. Q: Will the Spin-Off affect the trading price of my ACG common stock? A: We do not expect the trading price of shares of ACG common stock immediately following the Spin-Off to be materially lower than immediately prior to the Spin-Off because the value of Morgan Group Holding Co. and our subsidiaries reflects an immaterial amount of ACG s assets. However, until the market has fully analyzed the value of ACG without its substantial ownership stake in the Company, the trading price of shares of ACG common stock may fluctuate. We cannot assure you that, following the Spin-Off, the combined trading prices of the ACG common stock and our Common Stock will equal or exceed what the trading price of ACG common stock would have been in the absence of the Spin-Off. It is possible that after the Spin-Off, the combined equity value of ACG and the ownership stake in the Company will be less than ACG s equity value before the Spin-Off. Q: Do I have appraisal rights in connection with the Spin-Off? A: No. Holders of ACG common stock are not entitled to appraisal rights in connection with the Spin-Off. TABLE OF CONTENTS Summary of the Spin-Off Distributing Company Associated Capital Group, Inc., a Delaware corporation, which beneficially owns 500,000 shares of our Common Stock, representing approximately 83.3% of our outstanding shares of our Common Stock prior to the Distribution. After the Distribution, ACG will not own any shares of our Common Stock or our preferred stock. Distributed Company Morgan Group Holding Co., a Delaware corporation and a subsidiary of ACG. At the time of the Distribution, we will own and operate G.research, our wholly owned subsidiary, which carries out our institutional research services business. After the Distribution, we will remain a publicly traded company, and ACG will have no continuing stock ownership interest in or possess control over us. Distributed Securities 500,000 shares of our Common Stock indirectly owned by ACG, which represent approximately 83.3% of our Common Stock issued and outstanding immediately prior to the Distribution. Based on the approximately shares of ACG common stock outstanding as of the close of business on , 2020, this reflect a Distribution Ratio of shares of our Common Stock for every share of ACG common stock. Record Date The Record Date is 5:00 p.m., New York City time, on , 2020. Distribution Date The Distribution Date is , 2020. We expect that the Distribution will be effective as of 5:00 p.m., New York City time, on the Distribution Date. Distribution Ratio Each holder of ACG common stock will receive shares of our Common Stock for every share of ACG common stock it holds on the Record Date. The distribution agent will distribute only whole shares of our Common Stock in the Spin-Off. See The Spin-Off Treatment of Fractional Shares for more detail. Please note that if you sell your shares of ACG common stock on or before the Distribution Date, the buyer of those shares may in some circumstances be entitled to receive the shares of our Common Stock to be distributed in respect of the ACG shares that you sold. See The Spin-Off Trading Prior to the Distribution Date for more detail. The Distribution On the Distribution Date, ACG will release the shares of our Common Stock to the distribution agent to distribute to ACG stockholders. ACG will distribute our shares in book-entry form, and thus we will not issue any physical stock certificates. We expect that it will take the distribution agent up to two weeks to electronically issue shares of our Common Stock to you or your bank or brokerage firm on your behalf by TABLE OF CONTENTS Q: What will the relationship be between ACG and the Company after the Spin-Off? A: Following the Spin-Off, we will remain a publicly traded company, and ACG will have no continuing stock ownership interest in or possess control over the Company. However, we will continue to receive services and an allocation of office space from GAMCO Investors, Inc., ACG and affiliates under common control with us by Mario J. Gabelli pursuant to existing expense sharing agreements. See Certain Relationships and Related Party Transactions Agreements with ACG. As of June 11, 2020, Mario J. Gabelli is deemed to beneficially own approximately 96.3% of the combined voting power of ACG s outstanding class A and class B common stock and approximately 79% of the equity interest. Accordingly, Mr. Mario J. Gabelli is deemed to control ACG. In addition, Mr. Mario J. Gabelli is deemed to beneficially own 523,858, or 87.3% of our outstanding Common Stock, including 500,000 shares of our Common Stock he is deemed to own through ACG. See Security Ownership of Certain Beneficial Owners and Management. Therefore, after the Spin-Off, Mr. Mario J. Gabelli will continue to control both ACG and the Company. See The Spin-Off Interests of Certain Persons. Q: Who is the transfer agent and registrar for our Common Stock? Who is the distribution agent in connection with the Spin-Off? A: American Stock Transfer & Trust Company, LLC is the transfer agent and registrar for our Common Stock and is serving as the distribution agent in connection with the Spin-Off. Q: Are there risks associated with owning shares of our Common Stock? A: Yes. Our business faces both general and specific risks and uncertainties. Our business also faces risks relating to the Spin-Off. Following the Spin-Off, we will also face risks associated with being a publicly-traded company, separate from ACG. Accordingly, you should read carefully the information set forth in the section titled Risk Factors in this Prospectus. Q: Are there any conditions to completing the Spin-Off? A: Yes. The Spin-Off is conditional upon a number of matters, including but not limited to the authorization and approval of the ACG Board (which has been obtained) and the declaration of effectiveness of our Registration Statement on Form S-1, of which this Prospectus is a part, by the Securities and Exchange Commission. See Summary Summary of the Spin-Off Conditions to the Spin-Off for a more detailed explanation of the conditions to completing the Spin-Off. Q: Can ACG decide to not proceed with the Distribution even if all of the conditions to the Distribution have been met? A: Yes. Until the distribution has occurred, the ACG Board has the right to not proceed with the Distribution, even if all of the conditions are satisfied. Q: Could there be any other classes of capital stock of the Company outstanding after the Spin-Off? A: No. After giving effect to the Spin-Off, the only class of our capital stock then outstanding is expected to be our Common Stock. TABLE OF CONTENTS way of direct registration in book-entry form. If you own your shares of ACG common stock through a bank, broker or other nominee, your bank, broker or other nominee will credit your account with the whole shares of our Common Stock that you receive in the Distribution on or shortly after the Distribution Date. You will not be required to make any payment, surrender or exchange your shares of ACG common stock or take any other action to receive your shares of our Common Stock. Fractional Shares The distribution agent will not distribute any fractional shares of our Common Stock to ACG stockholders. Instead, the distribution agent will aggregate all fractional shares into whole shares and sell the whole shares in the open market at prevailing market prices on behalf of stockholders entitled to receive a fractional share. The distribution agent will then distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to these holders (net of any required withholding for taxes applicable to each holder). See The Spin-Off Treatment of Fractional Shares for more detail. If you receive cash in lieu of fractional shares, you will not be entitled to any interest on such cash payment. The cash you receive in lieu of fractional shares generally will, for U.S. federal income tax purposes, be taxable as described under the section titled Material U.S. Federal Income Tax Consequences of the Spin-Off. Conditions to the Spin-Off The Spin-Off is subject to the satisfaction, or the ACG Board s waiver, of the following conditions: the ACG Board shall have authorized and approved the Spin-Off and not withdrawn such authorization and approval, and shall have declared the dividend of our Common Stock to ACG stockholders; the SEC shall have declared effective our Registration Statement on Form S-1, of which this Prospectus is a part, under the Securities Act of 1933, as amended (the Securities Act ), and no stop order suspending the effectiveness of our Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC; no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Spin-Off shall be in effect, and no other event outside the control of ACG shall have occurred or failed to occur that prevents the consummation of the Spin-Off; TABLE OF CONTENTS Q: Where can I get more information? A: If you have any questions relating to the mechanics of the Distribution, you should contact the distribution agent, American Stock Transfer & Trust Company, LLC, at: American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, New York 11219 (800) 937-5449 help@astfinancial.com Before the Spin-Off, if you have any questions relating to the Spin-Off, you should contact: Associated Capital Group, Inc. Attn: Investor Relations 191 Main Street Greenwich, CT 06830 (203) 629-9595 KMasiello@gabelli.com After the Spin-Off, if you have any questions relating to the Company, you should contact: Morgan Group Holding Co. Attn: Investor Relations One Corporate Center 401 Theodore Fremd Avenue Rye, NY 10580 (914) 921-5150 VAmabile@gabelli.com TABLE OF CONTENTS no other events or developments shall have occurred prior to the Distribution Date that, in the sole judgment of the ACG Board, would result in the Spin-Off having a material adverse effect on ACG or its stockholders; and ACG shall have received a certificate signed by our executive vice president-finance, dated as of the Distribution Date, certifying the satisfaction of certain conditions. The fulfillment of the foregoing conditions will not create any obligation on the part of ACG to effect the Spin-Off. We are not aware of any material federal, foreign or state regulatory requirements with which we must comply, other than SEC rules and regulations, or any material approvals that we must obtain, other than the SEC s declaration of the effectiveness of the Registration Statement, in connection with the Spin-Off. ACG has the right not to complete the Spin-Off if, at any time, the ACG Board determines, in its sole and absolute discretion, that the Spin-Off is not in the best interests of ACG or its stockholders or is otherwise not advisable. For a more detailed description, see The Spin-Off Conditions to the Spin-Off. Trading Market and Symbol Our Common Stock is not listed on any securities exchange and currently trades in the over-the-counter market where quotations are available through OTCPink s quotation service under the symbol MGHL. Our outstanding Common Stock will continue trading in the regular way market following the announcement of the Record Date and the Distribution Date. ACG common stock will also continue trading in the regular-way market on the NYSE with an entitlement for the purchaser to receive shares of our Common Stock to be distributed in the Distribution if purchased prior to the ex-dividend date, which is expected to be one business day prior to the Record Date. See The Spin-Off Trading Prior to the Distribution Date. Tax Consequences to ACG Stockholders For U.S. federal income tax purposes, no gain or loss is expected to be recognized by, or be includible in the income of, a U.S. Holder (as defined in Material U.S. Federal Income Tax Consequences of the Spin-Off ) as a result of the Distribution, except with respect to any cash received by ACG stockholders in lieu of fractional shares. In addition, the aggregate tax basis of the ACG common stock and our Common Stock held by each U.S. Holder immediately after the Distribution will be the same as the aggregate tax basis of the ACG common stock held by the U.S. Holder immediately before the Distribution, allocated between the ACG TABLE OF CONTENTS common stock and our Common Stock in proportion to their relative fair market values on the Distribution Date (subject to certain adjustments). See Material U.S. Federal Income Tax Consequences of the Spin-Off for more information regarding the potential tax consequences to you of the Spin-Off. You should consult your own tax advisors regarding the particular tax consequences of the Spin-Off to you, including the applicability and effect of any U.S. federal, state, local and non-U.S. tax laws. Relationship with ACG after the Spin-Off Following the Spin-Off, we will remain a publicly traded company, and ACG will have no continuing stock ownership interest in or possess control over the Company. However, we will continue to receive services and an allocation of office space from GAMCO, ACG and affiliates under common control with us by Mario J. Gabelli pursuant to existing expense sharing agreements. Further, following the Spin-Off, GAMCO and ACG will have no obligation to provide us with assistance, other than the services described in such agreements for the prescribed periods and in accordance with the terms described therein. We describe these arrangements in greater detail under the section titled Certain Relationships and Related Party Transactions Agreements with ACG, and describe some of the risks of these arrangements under the section titled Risk Factors Risks Relating to the Spin-Off. Dividend Policy Following the Spin-Off, we do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. See Dividend Policy for more information. Transfer Agent and Distribution Agent American Stock Transfer & Trust Company, LLC, the transfer agent and registrar for our Common Stock, will serve as distribution agent in connection with the Distribution.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/MIRM_mirum_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/MIRM_mirum_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/MIRM_mirum_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/MREO_mereo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/MREO_mereo_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..343f214c6d83c520ff6a0e49ed93e854a491860c
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/MREO_mereo_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus carefully, including the information set forth under the sections titled Selected Consolidated Financial Data of Mereo, Unaudited Pro Forma Condensed Combined Financial Information, Risk Factors, Business, Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements, including the notes thereto, before deciding to invest in our ADSs. Overview We are a biopharmaceutical company focused on the development and commercialization of innovative therapeutics that aim to improve outcomes for patients with rare diseases. Our ADSs trade on Nasdaq under the symbol MREO and our ordinary shares trade on the AIM, a market of the London Stock Exchange, under the symbol MPH. Our strategy is to build a portfolio of rare disease product candidates acquired from pharmaceutical and large biotechnology companies and to develop these through regulatory approval and subsequent commercialization. Our existing portfolio consists of five clinical-stage product candidates. Our rare and orphan disease product candidates, setrusumab for the treatment of osteogenesis imperfecta ( OI ) and alvelestat for the treatment of severe alpha-1 antitrypsin deficiency ( AATD ), represent an attractive development and commercialization opportunity for us. Each of our rare disease product candidates has generated positive clinical data for its target indication or for a related indication. We plan to partner or sell our existing non-rare disease product candidates, which include acumapimod for the treatment of acute exacerbations of chronic obstructive pulmonary disease ( AECOPD ), leflutrozole for the treatment of hypogonadotropic hypogonadism ( HH ) in obese men and etigilimab for the treatment of solid tumors, recognizing the need for a larger sales infrastructure and greater resources to take these product candidates to market. Our strategy is to selectively acquire product candidates for rare diseases that have already received significant investment from pharmaceutical and large biotechnology companies and that have substantial pre-clinical, clinical, and manufacturing data packages, with a focus on rare bone, endocrine, and respiratory diseases. Since our formation in March 2015, we have successfully executed on this strategy by acquiring our five clinical-stage product candidates, four of which were acquired from large pharmaceutical companies and one of which we recently acquired in the Merger. We also acquired a second clinical-stage product candidate in the Merger, which we have out-licensed to a third party. We aim to efficiently develop our product candidates through clinical development, and have commenced or completed large, randomized Phase 2 clinical trials for four of our product candidates. Table of Contents The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS (Subject to Completion) Dated March 12, 2020 17,902,082 American Depositary Shares Representing 89,510,410 Ordinary Shares This prospectus relates to the sale of up to $28,300,000 or 17,902,082 American Depositary Shares ( ADSs ), which represent 89,510,410 of our ordinary shares, with each ADS representing five (5) of our ordinary shares, by Aspire Capital Fund, LLC (referred to in this prospectus as Aspire Capital or the selling shareholder ) that we may issue at our option to Aspire Capital in the future, pursuant to a securities purchase agreement entered into with Aspire Capital on February 10, 2020 (the Purchase Agreement ), which consists of (i) 11,432,925 ordinary shares that may be exchanged for 2,286,585 ADSs (the Initial Shares ) that were issued to the selling shareholder for $0.26 per ordinary share (equivalent to $1.31 per ADS) for an aggregate amount of $3,000,000, (ii) 2,862,595 ordinary shares that may be exchanged for 572,519 ADSs (the Commission Shares ) issued in satisfaction for the commission fee due to Aspire Capital of $300,000 pursuant to the Purchase Agreement, and (iii) up to an additional $25,000,000 ordinary shares exchangeable for ADSs issuable to the selling shareholder under the Purchase Agreement for which we are registering 15,042,978 ADSs representing 75,214,890 ordinary shares (calculated based on the average of the high and low sale price of our ordinary shares on the Alternative Investment Market ( AIM ) on February 13, 2020 of 0.2575 per share, converted into U.S. dollars at the noon buying rate of the Federal Reserve Bank of New York on February 7, 2020, of $1.2908 to 1.0000). As of the date of this prospectus, the exact number of ordinary shares we may issue to the selling shareholder under the Purchase Agreement is not determinable because the actual purchase price per share will fluctuate based on the market price of our shares during the term of the Purchase Agreement. The ADSs may be evidenced by American Depositary Receipts ( ADRs ). Any proceeds that the Company receives under the Purchase Agreement are expected to be used for working capital and general corporate purposes. The prices at which the selling shareholder may sell the ADSs will be determined by the prevailing market price for the shares or in negotiated transactions. We will not receive proceeds from the sale of the ADSs by the selling shareholder. However, we may receive proceeds of up to $28.0 million from the sale of our ADSs to the selling shareholder pursuant to the Purchase Agreement, once the registration statement, of which this prospectus is a part, is declared effective, which includes $3.0 million that we received from the selling shareholder for the sale of the Initial Shares of 11,432,925 ordinary shares exchangeable for 2,286,585 ADSs to the selling shareholder. Aspire Capital is an underwriter within the meaning of the Securities Act. We will pay the expenses of registering these ADSs, but all selling and other expenses incurred by the selling shareholder will be paid by the selling shareholder. Our ADSs trade on the Nasdaq Global Market ( Nasdaq ) under the symbol MREO. In addition, our ordinary shares trade on AIM, a market of the London Stock Exchange, under the symbol MPH. We are both an emerging growth company and a foreign private issuer as defined under the Securities Act of 1933, as amended, and, as such, are subject to reduced public company reporting requirements. See Prospectus Summary Implications of Being an Emerging Growth Company and a Foreign Private Issuer for additional information. Our business and an investment in our ADSs involve significant risks. See Risk Factors beginning on page 22 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Prospectus dated , 2020 Table of Contents We are a public limited company incorporated under the laws of England and Wales and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the U.S. Securities and Exchange Commission ( SEC ), we are currently eligible for treatment as a foreign private issuer. As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended. Table of Contents The following table summarizes our product candidate pipeline. We have global commercial rights to setrusumab, alvelestat, acumapimod, leflutrozole and etigilimab. Rare Disease Product Candidate Pipeline Non-Rare Disease Product Candidate Pipeline Our team has extensive experience in the pharmaceutical and biotechnology sector in the identification, acquisition, development, manufacturing, and commercialization of product candidates in multiple therapeutic areas. Our senior management team has long-standing relationships with senior executives of large pharmaceutical companies, which we believe enhances our ability to identify and acquire additional product candidates. Our portfolio consists of the following product candidates: Setrusumab (BPS-804): Setrusumab is a novel antibody we are developing as a treatment for OI, a rare genetic disease that results in bones that can break easily and is commonly Table of Contents TABLE OF CONTENTS Page About This Prospectus iii Presentation of Financial Information iii Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/MSOGF_miniso_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/MSOGF_miniso_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..85c54b6d7ab2a6fd0054e3f05b00e4624af91cb1
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/MSOGF_miniso_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in the ADSs discussed under Risk Factors, before deciding whether to invest in the ADSs. This prospectus contains information from an industry report commissioned by us and prepared by Frost & Sullivan, an independent research firm, to provide information regarding our industry and our market position. We refer to this report as the Frost & Sullivan Report. Mission Our mission is to enable everyone to enjoy life s little surprises. Overview We are a fast-growing global value retailer offering a variety of design-led lifestyle products. Within seven years since we opened our first store in China in 2013, we have built our flagship brand MINISO as a globally recognized retail brand and established a massive store network worldwide. As of June 30, 2020, we served consumers primarily through our network of over 4,200 MINISO stores, of which we directly operated 129, including over 2,500 MINISO stores in China and over 1,680 MINISO stores across over 80 countries and regions in the rest of the world. Our revenue reached RMB9.0 billion (US$1.3 billion) in the fiscal year ended June 30, 2020. The aggregate GMV of products sold through our network reached RMB19.0 billion (US$2.7 billion) in 2019, making us the largest global branded variety retailer of lifestyle products, according to the Frost & Sullivan Report. Aesthetically pleasing design, quality and affordability are at the core of every product we deliver. In the fiscal year ended June 30, 2020, we offered consumers a wide selection of approximately 8,000 core SKUs, the vast majority of which are under our flagship brand MINISO. These products span across 11 major categories, including home decor, small electronics, textile, accessories, beauty tools, toys, cosmetics, personal care, snacks, fragrance and perfumes, and stationery and gifts. In the fiscal year ended June 30, 2020, we launched an average of over 600 SKUs per month. We continually and frequently roll out products of high appeal, high quality and high affordability, promoting a relaxing, treasure-hunting and engaging shopping experience that appeals to all demographics regardless of their cultural background and geographical location. We pair value concepts with a touch of appeal, creativity and innovation, focusing on long-term sustainability instead of short-term profits. Our highly effective approach to retail, which mainly encompasses dynamic product development, co-branding collaborations, and an efficient supply chain, are critical to the success of our business. Dynamic product development. The collective efforts of product managers, designers and suppliers help us achieve dynamic product development. Our highly experienced product managers are responsible for identifying trends, co-creating product designs in collaboration with our designers, coordinating with suppliers on production and bringing the finished products to market. We have made significant investment in our design capabilities by maintaining a dedicated and capable in-house design team and partnering with capable third-party designers, and have established our MINISO Design Academy to fully integrate these design capabilities to create trendy, attractive and quality products. Our philosophy is to launch approximately 100 Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Preliminary Prospectus Dated October 14, 2020. 30,400,000 American Depositary Shares MINISO Group Holding Limited Representing 121,600,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Miniso Group Holding Limited. We are offering 30,400,000 ADSs to be sold in the offering. Prior to this offering, there has been no public market for the ADSs or ordinary shares. Each ADS represents four of our Class A ordinary shares, par value US$0.00001 per share. It is currently estimated that the initial public offering price will be between US$16.50 and US$18.50 per ADS. Application has been made for quotation on the New York Stock Exchange under the symbol MNSO. Upon the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Mr. Guofu Ye, our chairman of the board of directors and our chief executive officer, and Ms. Yunyun Yang, our vice president, will beneficially own 328,290,482 Class B ordinary shares and 461,114,579 Class A ordinary shares, and Mr. Guofu Ye is authorized by the holders of 92,586,048 Class A ordinary shares to exercise the voting power on their behalf, which, in aggregate, represent 82.2% of our total voting power, assuming that the underwriters do not exercise their over-allotment option, or 81.4% of our total voting power, assuming that the over-allotment option is exercised in full. As a result, we will be a controlled company as defined under the NYSE Listed Company Manual because Mr. Guofu Ye and Ms. Yunyun Yang will hold more than 50% of the voting power for the election of directors. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to three votes and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. See Risk Factors on page 17 to read about factors you should consider before buying the ADSs. PRICE US$ PER ADS Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per ADS Total Initial public offering price $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to us $ $ (1) See Underwriting for additional information regarding underwriting compensation. We have granted the underwriters the right to purchase up to an additional 4,560,000 ADSs to cover over-allotments. The underwriters expect to deliver the ADSs against payment in New York, New York on , 2020. Goldman Sachs BofA Securities Prospectus dated , 2020. Table of Contents new SKUs, every 7 days, carefully selected from a large library of 10,000 product ideas, which we refer to as the 711 philosophy. We believe our efficiency and speed-to-market at large scale are difficult for competitors to replicate. Co-branding collaborations. Our co-branding collaborations with intellectual property ( IP ) licensors owning popular brands allow us to capitalize on cultural phenomena or influential trends in mass media by featuring their elements in our product design and adding exciting diversity to our products. Our established co-branding relationships with 17 IP licensors as of June 30, 2020, who own popular brands such as Marvel, Disney and Hello Kitty, are a strong testimony to our brand value and elevate our brand equity and awareness by unlocking new possibilities of product design. As a result, more consumers are attracted to MINISO stores to enjoy a shopping experience replete with pleasant surprises. Efficient supply chain. Leveraging China s unmatched and massive supply chain, we source directly from highly qualified manufacturers in China that can meet our sophisticated demands. Our large procurement volumes as a result of our scale further contribute to our procurement cost advantages. We maintain a mutually beneficial relationship with our suppliers by being punctual with our payments to them and helping them grow with us. In addition, we digitally integrate suppliers and streamline the supply chain process through our supply chain management system and regularly assist suppliers in improving production efficiency and cost control, which enable us to continuously optimize our supply chain in terms of efficiency. We believe our efficient supply chain sets the foundation for our competitive product pricing strategy. We have accumulated in-depth operational know-how based on our deep insights into consumer tastes and preferences developed from serving millions of consumers on a daily basis. We use such know-how to optimize and systemize key aspects of MINISO store operation from welcoming ambience and friendly staff, to easy-to-navigate store layout, and precise product curation. Our technology augments our operational know-how by giving us deeper insights into consumer preferences. Our smart-store systems allow us to customize merchandise mix and product curation on a store level based on the analysis of consumer behavioral patterns. Our focus on delivering distinct value propositions within a relaxing and engaging shopping environment generates excitement and encourages frequent visits, allowing us to build a large and loyal base of consumers mostly from the younger generations. In the fiscal year ended June 30, 2020, there were a total of about 416 million visits to the MINISO stores equipped with our smart-store system, over 30% of which resulted in purchases. During the same period, over 80% of the consumers visiting MINISO stores in China were under the age of 40 and about 60% of them were under the age of 30. Our path to success in our home market, China, depends on the effectiveness and scalability of our MINISO Retail Partner model. Under this innovative model, MINISO Retail Partners mobilize their resources to open and operate MINISO stores at optimal locations and shoulder the associated capital expenditure and operating expenses, while we let them use our brand and provide them with valuable guidance on key aspects of store operation in exchange for a pre-agreed portion of in-store sales proceeds. The MINISO Retail Partners keep the remaining sales proceeds and we retain inventory ownership until in-store sale to consumers. The MINISO Retail Partner model aligns the interests and creates mutual benefits between us and the MINISO Retail Partners, where we achieve rapid store network expansion with consistent brand image and consumer experience in an asset-light manner, and our MINISO Retail Partners attain attractive investment returns. Based on a survey conducted by Frost & Sullivan, our MINISO Retail Partners generally recover their store investment in a period of 12 to 15 months after store opening. Our MINISO Retail Partners are also motivated to maintain a loyal relationship with us. As of June 30, 2020, 488 of our 742 MINISO Retail Partners had invested in MINISO stores for over 3 years. Table of Contents Table of Contents Our playbook, underpinned by a relaxing shopping experience full of delightful surprises, is designed to resonate with business partners, distributors and consumers across the globe. Since we opened our first MINISO store in China in 2013, we had expanded to over 1,680 MINISO stores in over 80 countries and regions outside of China as of June 30, 2020. We accomplished such international store expansion under flexible models tailored to local conditions, including direct operation, the MINISO Retail Partner model, and partnership with local distributors. Our insights into local consumer tastes and preferences and our sourcing capabilities enable us to meet the local demands in each international market. As a testament to our expanding international operation, our revenue from markets outside of China accounted for 32.3% and 32.7% of our total revenue for the fiscal years ended June 30, 2019 and 2020, respectively. Our revenue decreased by 4.4% from RMB9,394.9 million for the fiscal year ended June 30, 2019 to RMB8,979.0 million (US$1,270.9 million) for the fiscal year ended June 30, 2020. Our gross profit increased by 8.8% from RMB2,511.0 million for the fiscal year ended June 30, 2019 to RMB2,732.5 million (US$386.8 million) for the fiscal year ended June 30, 2020. Our gross margin improved from 26.7% for the fiscal year ended June 30, 2019 to 30.4% for the fiscal year ended June 30, 2020. Our loss for the year decreased by 11.6% from RMB294.4 million in the fiscal year ended June 30, 2019 to RMB260.2 million (US$36.8 million) in the fiscal year ended June 30, 2020. Our adjusted net profit, a non-IFRS financial measure, increased by 11.7% from RMB868.8 million for the fiscal year ended June 30, 2019 to RMB970.8 million (US$137.4 million) for the fiscal year ended June 30, 2020. See Summary Consolidated Financial and Operating Data Non-IFRS Financial Measure. Our Industry The lifestyle products market in China experienced a rapid development over the past two decades. According to the Frost & Sullivan Report, the size of China s lifestyle products market by GMV increased from RMB2.6 trillion (US$368.0 billion) in 2015 to RMB3.7 trillion (US$523.7 billion) in 2019, representing a CAGR of 9.4%, outpaced the CAGR of 8.3% for China s retail market during the same period. As a result of such rapid growth, China s lifestyle products market has become one of the fastest growing markets across all retail segments. According to the Frost & Sullivan Report, the lifestyle products market can be divided into three sub-markets by different type of retailers: (i) branded variety retail market; (ii) specialty retail market; (iii) groceries and general merchandise retail market. Branded variety retailers of lifestyle products generally refer to those retail companies that sell self-branded lifestyle products that cover a wide range of product categories primarily through their brick-and-mortar stores. For purposes of this prospectus, a retailer that derives over 50% of its total GMV from selling self-branded lifestyle products is referred to as a branded variety retailer. As customers consumption behaviors become more rational, quality lifestyle products at affordable prices are gaining popularity. Also, consumers, especially younger generations, increasingly prefer products that could reflect their individualized preferences. These trends present substantial market opportunities and potential for branded variety retailers. According to the Frost & Sullivan Report, the size of the branded variety retail market by aggregate GMV increased from RMB50.3 billion (US$7.1 billion) in 2015 to RMB100.5 billion (US$14.2 billion) in 2019, and is estimated to further increase at a CAGR of 15.3% from 2020 to 2024. The global branded variety retail market has also grown steadily over the past two decades. According to the Frost & Sullivan Report, the size of the global branded variety retail market by aggregate GMV increased from US$32.9 billion in 2015 to US$52.0 billion in 2019, and is estimated to continue to grow at a CAGR of 11.6% from 2020 to 2024. Table of Contents Table of Contents Our Strengths We believe that the following competitive strengths contribute to our success and set us apart from our competitors: fast-growing global value retailer offering design-led lifestyle products; frequently-refreshed product assortment with universal appeal; highly efficient supply chain delivering extreme value-for-money; in-depth know-how and digitalization driving operational excellence; highly effective and scalable MINISO Retail Partner model; globalization capabilities fueling expansion at scale; and visionary founder and entrepreneurial management team. Our Strategies We aim to further grow our business by pursuing the following strategies: expand and upgrade our store network; enhance product development and supply chain capabilities; deepen consumer engagement and drive omni-channel experience; strengthen technological capabilities; strategically explore investment and acquisition opportunities; and leverage competitive strengths to explore new business opportunities. Our Challenges We face risks and uncertainties in realizing our business objectives and executing our strategies, including those relating to: continued strength of our MINISO brand; macro-economic factors that impact consumer demands and discretionary spendings, and the COVID-19 pandemic; continued popularity and innovation of our products, successful launches of new products, and our anticipation of and timely responses to changes in consumer preferences; our ability to offer high-quality products at prices that are highly appealing to consumers; our ability to attract purchases from new and existing consumers; successful operation of MINISO stores and expansion of our store network; our international operations; our reliance on retail partners and distributors to operate MINISO stores; our reliance on third-party suppliers to provide products to us; Table of Contents TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/NBP_novabridge_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/NBP_novabridge_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/NBP_novabridge_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/NBTX_nanobiotix_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/NBTX_nanobiotix_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..871e5ffc9c9e6b9f84b5d8aebe21dd397ce81185
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/NBTX_nanobiotix_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary provides an overview of selected information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in our ordinary shares (including those represented by ADSs). You should carefully read this prospectus and the registration statement of which this prospectus is a part in their entirety before investing, including the information discussed under Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes thereto that appear elsewhere in this prospectus. As used in this prospectus, the terms we, our, us, Nanobiotix, or the Company refer to Nanobiotix S.A. and its subsidiaries, taken as a whole, unless the context otherwise requires it. Overview We are a clinical-stage biotechnology company focused on developing first-in-class product candidates that use our proprietary nanotechnology to transform cancer treatment by increasing the efficacy of radiotherapy. Our lead product candidate, NBTXR3, is an aqueous suspension of functionalized crystalline hafnium oxide nanoparticles designed for injection directly into a malignant tumor prior to standard radiotherapy. When exposed to ionizing radiation, NBTXR3 amplifies the localized, intratumor killing effect of that radiation and may also prime the body s immune response to fight the cancer. NBTXR3 is designed to enhance the overall efficacy of radiotherapy without resulting in additional side effects on the surrounding healthy tissues. As of the date of this prospectus, we have administered NBTXR3 to more than 230 patients. We and our collaborators are currently conducting a total of eight clinical trials worldwide to evaluate NBTXR3 as a potential treatment in various cancer indications. In December 2018, we entered into a collaboration with the University of Texas MD Anderson Cancer Center ( MD Anderson ) pursuant to which we intend to launch a total of nine NBTXR3 clinical trials across several cancer types in the United States, with a total of approximately 340 patients expected to be enrolled across the nine clinical trials. The first clinical trial under this collaboration a Phase I study in patients with locally advanced or borderline resectable pancreatic cancer has commenced enrollment with the first patient dosed during September 2020. We achieved a major proof-of-concept milestone for NBTXR3 with the completion of our randomized, controlled Phase II/III clinical trial in the European Union (the EU ) for the treatment of patients with locally advanced soft tissue sarcoma ( STS ) of the extremities and trunk wall. This trial yielded positive results and, in April 2019, we completed the regulatory process for the CE mark of NBTXR3, thereby allowing the product to be commercialized in the 27 EU countries for the treatment of locally advanced STS under the brand name Hensify . We are now prioritizing the development of NBTXR3 in the United States and the EU for the treatment of patients with locally advanced head and neck cancers ineligible for chemotherapy, which we believe presents a significant opportunity for NBTXR3 because of the high incidence of these cancers and the significant unmet medical need for such patients. More than half of locally advanced head and neck cancers include large primary tumors which may invade underlying structures, spread to regional nodes or both. Moreover, approximately 50% of patients with locally advanced head and neck cancer who are unable to receive chemotherapy succumb to their cancer within 12 months from the start of radiotherapy. Further, because treatment of locally advanced forms of head and neck cancer ordinarily requires aggressive, concerted measures, the subpopulation of elderly patients generally suffers from limited therapeutic options. Accordingly, we believe NBTXR3 could represent a significant benefit for this patient population with the potential to extend survival and improve quality of life. In our Phase I trial in elderly patients with locally advanced head and neck cancers ineligible for chemotherapy, both parts the Phase I dose escalation ( Study 102 Escalation ) and Phase I expansion ( Study 102 Expansion ) showed that NBTXR3 has been well tolerated, and preliminary data from the Study 102 Expansion has shown a high response rate (83.9% overall response rate in 31 evaluable patients). Radiotherapy, also called radiation therapy, involves the use of X-rays or other high-energy particles or rays to kill cancer cells in tumors. It is among the most common cancer treatments, both as a standalone therapy and in TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not offer these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED DECEMBER 9, 2020 PRELIMINARY PROSPECTUS 6,500,000 Ordinary Shares (Including Ordinary Shares In the Form of American Depositary Shares) per Ordinary Share $ per American Depositary Share Nanobiotix S.A. is offering 6,500,000 ordinary shares in a global offering consisting of (i) a public offering in the United States of ordinary shares in the form of American Depositary Shares ( ADSs ), each representing one ordinary share (the U.S. offering ) and (ii) an offering of ordinary shares outside of the United States exclusively addressed to qualified investors, as such term is defined in article 2(e) of the Regulation (EU) No. 2017/1129 of the European Parliament and Council of June 14, 2017, through certain of the underwriters named in this prospectus (the European offering ). Our ordinary shares are listed on the regulated market of Euronext in Paris ( Euronext Paris ) under the symbol NANO. This is our initial public offering in the United States. Our ADSs have been approved for listing on the Nasdaq Global Select Market under the symbol NBTX. On December 9, 2020, the last reported sale price of our ordinary shares on Euronext Paris was 12.60 per ordinary share, equivalent to a price of $15.26 per ADS, based on an exchange rate of 1.00 = $1.2109 on December 9, 2020. The U.S. offering and the European offering are collectively referred to in this prospectus as the offering. The total number of ordinary shares (including those in the form of ADSs) in the U.S. offering and the European offering is subject to reallocation between them. We expect the offering price per ADS in U.S. dollars and the corresponding offering price per ordinary share in euros will be between 11.15 and 11.97 per ordinary share and between $13.50 and $14.50 per ADS, respectively, and in any event will not be lower than 10% below the volume-weighted average price of our ordinary shares on the regulated market of Euronext in Paris for the three trading days preceding the appropriate reference date. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups (JOBS) Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. Investing in the ordinary shares (including those in the form of ADSs) involves risks that are described in the Risk Factors section beginning on page 15 of this prospectus. Per Ordinary Share Per ADS Total Initial public offering price $ $ Underwriting commissions(1) $ $ Proceeds to Nanobiotix (before expenses) $ $ (1) We refer you to Underwriting beginning on page 206 of this prospectus for additional information regarding underwriting compensation. We have agreed to issue, at the option of the underwriters, within 30 days from the date of this prospectus, up to an aggregate of 975,000 additional ordinary shares (including in the form of ADSs) to be sold to the several underwriters at the applicable offering price. If the underwriters exercise this option in full, the total underwriting commissions payable by us will be ($ ) and the total proceeds to us, before expenses, will be ($ ). Neither the Securities and Exchange Commission nor any U.S. state or other securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. For the U.S. offering, the ADSs will be ready for delivery on or about , 2020, through the book-entry facilities of The Depository Trust Company. For the European offering, the ordinary shares will be ready for delivery on or about , 2020 through the book-entry facilities of Euroclear France. Jefferies Evercore ISI UBS Investment Bank Gilbert Dupont The date of this prospectus is , 2020. TABLE OF CONTENTS mean euros. In various places throughout this prospectus, we show financial amounts in both U.S. dollars and euros. Unless otherwise noted, these translations, which are provided solely for convenience, are made at the exchange rate of 1.00 = $1.1237, the noon buying rate of the Federal Reserve Bank of New York on June 30, 2020. Throughout this prospectus, references to ADSs mean ADSs or ordinary shares represented by such ADSs, as the case may be. MARKET, INDUSTRY AND OTHER DATA
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/NKTX_nkarta-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/NKTX_nkarta-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9ecad81f58ea090ab37e096a783495a4ca3f2a3a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/NKTX_nkarta-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. It does not contain all of the information that may be important
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/NNDM_nano_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/NNDM_nano_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fef7896bef23a5e98968bf4b8a45d3239fcc5a1b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/NNDM_nano_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our securities. Before you decide to invest in our securities, you should read the entire prospectus carefully, including the "Risk Factors" section and the financial statements and related notes appearing at the end of this prospectus. Our Company We are a leading additive electronics provider. We believe our flagship proprietary DragonFly LDM system is the first and only precision system that produces professional multilayer circuit-boards (PCBs), radio frequency (RF) antennas, sensors, conductive geometries, and molded connected devices for rapid prototyping through custom additive manufacturing. We have been actively developing our additive manufacturing technology since 2014, and since that time we have listed our securities on the TASE and Nasdaq, and through December 31, 2019, have spent approximately $70 million to build our additive electronics company. With our unique additive manufacturing technology for additively manufactured electronics, we are targeting the growing market for smart electronic devices that rely on printed circuit boards, connected devices, RF components and antennas, sensors, and smart products, including Internet of Things (IoT). Our Strategy By creating our own installed-base of printers that require our own dedicated inks – we are establishing a "Razor and Blades" business model in which our customers buy the printer first and then continue to purchase the dedicated inks and maintenance over time. We market and sell our products and services worldwide, primarily to companies that develop products with electronic components, including companies in the defense industry, including the U.S. Armed Forces, the automotive sector, consumer electronics, semiconductor, aerospace, and medical industries and to research institutes. Our primary market is the U.S., though we have also experienced growth in Asia Pacific and Europe and expect that trend to continue. Our goal is to expedite our growth and to further advance our breakthrough technologies and commercialization efforts. To achieve these objectives, we plan to: Increase sales. We are advancing our commercialization efforts and infrastructure, and allocating more resources to activities executed by our U.S. and Hong Kong headquarters, including increasing sales manpower. Increase amount of applications and advanced electronics applicable use cases. In collaboration with our customers, create applications that can expedite the usage of our products for production grade products and consequently increase our sales. Our main focus is in collaboration with customers in the fields of automotive, aerospace, medical devices and defense. Form alliances with industry leaders. We plan to collaborate with companies in the fields of design and manufacturing in order to expedite the adoption of our technology by the market. Capitalize on our nano-conductive and dielectric inks, and software technology products. We plan to exploit our inks as supplemental products to our DragonFly LDM system. We also plan to increase the software options and enable levels of licensing that we could monetize. Our strategic growth plan includes the following: Current state: Monetize commercially available products and services for additive electronics design. Horizon 1: Deliver higher speed production-grade additive electronics systems and more materials and services. Horizon 2: Deliver hybridized capabilities that combine mechanical functionality within electrified geometries. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price(1)(2)(3) Amount of Registration Fee(4) Ordinary Shares, par value NIS 0.1 per share, as represented by American Depositary Shares $ 12,650,000 $ 1,641.97 Pre-funded Warrants to purchase American Depositary Shares(5) Representative s warrants to purchase American Depositary Shares(6) - - Ordinary shares underlying the American Depositary Shares issuable upon exercise of Pre-funded Warrants (7) Ordinary Shares underlying the American Depositary Shares issuable upon exercise of Representative s warrants (8) 790,625 102.63 Total $ 13,440,625 $ 1,744.60 (9) (1) The Ordinary Shares will be represented by American Depositary Shares, or ADSs, each of which currently represents fifty Ordinary Shares. A separate Registration Statement on Form F-6 (Registration No. 333-204797) has been filed for the registration of ADSs issuable upon deposit of the Ordinary Shares. (2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the Ordinary Shares registered hereby also include an indeterminate number of additional Ordinary Shares as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions. (3) Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. Includes the offering price of additional shares that the underwriter has the option to purchase to cover over-allotments, if any. (4) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price. (5) No separate fee is required pursuant to Rule 457(i) of the Securities Act. (6) In accordance with Rule 457(g) under the Securities Act, because the Ordinary Shares of the registrant underlying the warrants are registered hereby, no separate registration fee is required with respect to the warrants registered hereby. (7) The proposed maximum aggregate offering price of the ADSs proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the aggregate offering price of any Pre-funded Warrants offered and sold in the offering, and the proposed maximum aggregate offering price of the Pre-funded Warrants to be sold in the offering will be reduced on a dollar-for-dollar basis based on the aggregate offering price of any ADSs sold in the offering. Accordingly, the proposed maximum aggregate offering price of the ADSs and the Pre-funded Warrants (including the ADSs issuable upon exercise of the Pre-funded Warrants), if any, is $13,440,625. (8) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The warrants are exercisable at a per share exercise price equal to 125% of the public offering price. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the Representative s warrants is equal to 125% of $632,500 (which is equal to 5% of $12,650,000). (9) Previously paid. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Recent Developments On April 10, 2020, we announced selected preliminary unaudited estimates of our financial results for the quarter ended March 31, 2020. We expect unaudited revenues of approximately $700,000 for the first quarter of 2020, compared to $1,689,000 reported for the first quarter of 2019, and approximately $4,500,000 of cash reserves as of March 31, 2020, with no debt. The primary reason for the expected decrease in revenues is due to the Covid-19 crisis, as we experienced a delay in two sale transactions of DragonFly LDM machines that were expected to close in China in the first quarter of 2020, as well as cancelled the sale of a machine in Europe after a buyer tried to considerably reduce its committed payment. Therefore, we believe that possibly barring the pandemic eruption in the first quarter of 2020, we would have been above our original budget. Moreover, moving forward, we intend to leverage the recent trends instigated by the Covid-19 events, including electronic industry giants in the western world that are looking to shorten the supply chains and bring back production to the United States and Europe. In that regard, we believe we are well positioned as our DragonFly LDM digital prototyping fabrication machines are a solution for a fast-to-market, economical and ecologically friendly solution to complement or replace low-cost manufacturers in Asia. We believe that our shorter time to market, economically efficient solutions for short production runs, and the ability to protect intellectual property and electronic designs in-house are an important value proposition for customers who need to detach themselves from a destructive dependency solely on offshore suppliers. We continue to evaluate the potential effects of Covid-19 on our business and operating results. Risks Associated with Our Business Our business, and investing in our securities, are subject to numerous risks, as more fully described in the section entitled "Risk Factors" beginning on page 7 and other risk factors contained in the documents incorporated by reference herein. You should read these risks before making a decision to invest in our securities. If any of these risks actually occur, our business, financial condition or results of operations would likely be materially adversely affected. In each case, the trading price of our securities would likely decline, and you may lose all or part of your investment. The following is a summary of some of the principal risks we face: We have incurred significant losses since our inception, and anticipate that we will continue to incur significant losses until we are able to become profitable from sales of our products. Based on the projected cash flows and our cash balance as of December 31, 2019, our management is of the opinion that without further fund raising we will not have sufficient resources to enable us to continue advancing our activities, including the development, manufacturing and sale of our products for a period of at least 12 months from the date of this prospectus. As a result, there is substantial doubt about our ability to continue as a going concern; We depend entirely on the success of our current products, and we may not be able to successfully commercialize them; We rely on highly-skilled technical personnel and if we are unable to attract, retain or motivate key personnel or hire qualified personnel, we may not be able to grow or our business may contract; Even if this offering is successful, we expect that we will need to raise additional funding before we can expect to become profitable from sales of our products; The outbreak of the novel coronavirus of 2019 (COVID-19) could adversely impact our business, and our overall generation of revenues may not succeed on the time frames we expect or at all; and If we are unable to obtain and maintain effective patent rights for our products, we may not be able to compete effectively in our markets. Corporate Information We are an Israeli corporation based in Ness Ziona and were incorporated in 1960. Our principal executive offices are located at 2 Ilan Ramon St., Ness Ziona 7403635, Israel. Our telephone number in Israel is +972-73-7509142. Our website address is www.nano-di.com. The information contained on, or that can be accessed through, our website is not part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED APRIL 20, 2020 Up to 8,593,750 American Depositary Shares and Up to 8,593,750 Pre-funded Warrants to purchase one American Depositary Share American Depositary Shares Underlying the Pre-funded Warrants Nano Dimension Ltd. We are offering up to 8,593,750 American Depositary Shares, or ADSs, at an assumed public offering price of $1.28 per ADS, the last reported sale price of our ADSs on Nasdaq on April 17, 2020. Each ADS represents fifty of our ordinary shares, par value NIS 0.10, or Ordinary Shares. We are also offering to those purchasers, if any, whose purchase of ADSs in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or at the election of the purchaser, 9.99%) of our outstanding Ordinary Shares immediately following the consummation of this offering, the opportunity to purchase, if they so choose, pre-funded warrants each to purchase one ADS, or a Pre-funded Warrant, in lieu of the ADSs that would otherwise result in ownership in excess of 4.99% (or at the election of the purchaser, 9.99%) of our outstanding Ordinary Shares. The purchase price of each Pre-funded Warrant will equal the price per ADS being sold to the public in this offering, minus $0.0001, and the exercise price of each Pre-funded Warrant will be $0.0001 per ADS. The Pre-funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-funded Warrant we sell, the number of ADSs we are offering will be decreased on a one-for-one basis. We refer to the ADSs, Pre-funded Warrants, the ADSs underlying the Pre-funded Warrants, and the underlying Ordinary Shares being offered hereby, collectively, as the securities. See "Description of the Offered Securities" for more information. There can be no assurance that we will sell any of the securities being offered. Our ADSs are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol "NNDM." The last reported sale price of our ADSs on April 17, 2020 was $1.28 per ADS. The actual offering price per ADS in this offering will be determined between us and the underwriter at the time of pricing, and may be at a discount to the current market price for our ADSs. Our Ordinary Shares currently trade on the Tel Aviv Stock Exchange, or TASE, under the symbol "NNDM." On April 16, 2020, the last reported trading price of our Ordinary Shares on the TASE was NIS 0.10, or $0.0278 per share (based on the exchange rate reported by the Bank of Israel on such date). On February 12, 2020, our board of directors resolved to voluntarily delist from the TASE. The last day of trading of our Ordinary Shares on the TASE will be May 20, 2020. The ADSs will continue to trade on Nasdaq. Implications of Being an Emerging Growth Company We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the JOBS Act. As such, we are eligible to, and intend to, take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not "emerging growth companies" such as not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002. We could remain an "emerging growth company" for up to five years, which will be December 31, 2021, or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenue exceeds $1.07 billion, (b) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of the securities that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (c) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period. Implications of being a Foreign Private Issuer We are subject to the information reporting requirements of the Exchange Act that are applicable to "foreign private issuers," and under those requirements we will file reports with the United States Securities and Exchange Commission, or SEC. As a foreign private issuer, we are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Exchange Act, we are subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. For example, although we report our financial results on a quarterly basis, we will not be required to issue quarterly reports, proxy statements that comply with the requirements applicable to U.S. domestic reporting companies, or individual executive compensation information that is as detailed as that required of U.S. domestic reporting companies. We also have four months after the end of each fiscal year to file our annual reports with the SEC and are not required to file current reports as frequently or promptly as U.S. domestic reporting companies. We also present financial statements pursuant to IFRS instead of pursuant to U.S. generally accepted accounting principles. Furthermore, although the members of our management and supervisory boards will be required to notify the Israeli Securities Authority, of certain transactions they may undertake, including with respect to our Ordinary Shares, our officers, directors and principal shareholders will be exempt from the requirements to report transactions in our equity securities and from the short-swing profit liability provisions contained in Section 16 of the Exchange Act. As a foreign private issuer, we are also not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act. In addition, as a foreign private issuer, we are permitted, and follow certain home country corporate governance practices instead of those otherwise required under the listing rules of Nasdaq for domestic U.S. issuers. These exemptions and leniencies reduce the frequency and scope of information and protections available to you in comparison to those applicable to a U.S. domestic reporting companies. We do not intend to apply for listing of the Pre-funded Warrants on any securities exchange or other nationally recognized trading system. There is no established public trading market for the Pre-funded Warrants, and we do not expect a market to develop. Without an active trading market, the liquidity of the Pre-funded Warrants will be limited. We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and are subject to reduced public company reporting requirements. Investing in our securities involves risk. See "Risk Factors" beginning on page 7 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission, the Israel Securities Authority nor any state or other foreign securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per ADS Per Pre-Funded Warrant Total Public offering price $ $ $ Underwriting discounts and commissions(1) $ $ $ Proceeds to us (before expenses) $ $ $ (1) We have agreed to reimburse the underwriter for certain expenses and the underwriter will receive compensation in addition to underwriting discounts and commissions. See the section titled "Underwriting" beginning on page 26 of this prospectus for additional disclosure regarding underwriter compensation and offering expenses. We have granted a 45-day option to the underwriter to purchase up to additional ADSs and/or Pre-funded Warrants solely to cover over-allotments, if any. The underwriter expects to deliver the ADSs and the Pre-funded Warrants to the purchasers in this offering on or about , 2020. ThinkEquity a division of Fordham Financial Management, Inc. The date of this prospectus is , 2020 THE OFFERING Ordinary Shares currently outstanding 408,126,851 Ordinary Shares ADSs offered by us 8,593,750 ADSs representing 429,687,500 Ordinary Shares. Pre-funded Warrants offered by us We are also offering to those purchasers, if any, whose purchase of ADSs in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or at the election of the purchaser, 9.99%) of our outstanding Ordinary Shares immediately following the consummation of this offering, the opportunity to purchase, if they so choose, Pre-funded Warrants in lieu of the ADSs that would otherwise result in ownership in excess of 4.99% (or 9.99%, as applicable) of our outstanding Ordinary Shares. The purchase price of each Pre-funded Warrants will equal the price per ADS being sold to the public in this offering, minus $0.0001, and the exercise price of each Pre-funded Warrant will be $0.0001 per share. For each Pre-funded Warrant we sell, the number of ADSs we are offering will be decreased on a one-for-one basis. This prospectus also relates to the offering of ADSs issuable upon exercise of the Pre-funded Warrants and the Ordinary Shares underlying the ADSs issuable upon exercise of the Pre-funded Warrants. Ordinary Shares to be outstanding after this offering 837,814,351 Ordinary Shares (includes Ordinary Shares represented by ADSs and assuming no sale of any Pre-funded Warrants). The ADSs Each ADS represents fifty of our Ordinary Shares, par value NIS 0.10 per share. The ADSs may be evidenced by American Depositary Receipts, or ADRs. The depositary will be the holder of the Ordinary Shares underlying the ADSs and you will have the rights of an ADS holder as provided in the deposit agreement among us, the depositary and owners and beneficial owners of ADSs from time to time. To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled "Description of the Offered Securities." We also encourage you to read the deposit agreement, which is incorporated by reference as an exhibit to the registration statement that includes this prospectus. The Pre-funded Warrants Each Pre-funded Warrant will be immediately exercisable and may be exercised at any time exercisable until exercised in full. To better understand the terms of the Pre-funded Warrants, you should carefully read the "Description of the Offered Securities" section of this prospectus. You should also read the form of Pre-funded Warrant, which is filed as an exhibit to the registration statement that includes this prospectus. Underwriter s option to purchase additional securities We have granted to the underwriter an over-allotment option exercisable not later than 45 days after the date of this prospectus to purchase up to 1,289,063 additional ADSs and/or Pre-funded Warrants (15% of the securities sold in this offering) from us to cover over-allotments, if any. If the underwriter exercises all or part of this option, it will purchase securities covered by the option at the public offering price per ADS, less the underwriting discounts and commissions. See "Underwriting." Representative s Warrants At closing we will issue warrants to purchase ADSs to the underwriter, or the Representative s Warrant, as a portion of the underwriting compensation payable to the underwriter in connection with this offering. The warrants are exercisable at any time and from time to time, in whole or in part, during the three and one-half year period commencing six months from the effective date of the registration statement related to this offering at an exercise price equal to $1.60 per share, or 125% of the assumed public offering price of the ADSs. Please see "Underwriting — Representative s Warrants" for a description of these warrants. Use of proceeds We expect to receive approximately $9.79 million in net proceeds from the sale of 8,593,750 ADSs offered by us in this offering (approximately $11.32 million if the underwriter exercises its over-allotment option in full), based upon an assumed public offering price of $1.28 per ADS, the last reported sale price of our ADSs on Nasdaq on April 17, 2020. The actual offering price per share in this offering will be determined between us and the underwriter at the time of pricing, and may be at a discount to the current market price. We currently expect to use the net proceeds from this offering to build up our sales and marketing infrastructure and for working capital and general corporate purposes. Depositary The Bank of New York Mellon. Risk factors You should read the "Risk Factors" section starting on page 7 of this prospectus, and "Item 3. - Key Information – D. Risk Factors" in our annual report on Form 20-F for the year ended December 31, 2019, or the 2019 Annual Report, incorporated by reference herein, and other information included or incorporated by reference in this prospectus for a discussion of factors to consider carefully before deciding to invest in our securities. Nasdaq Capital Market Symbol and Tel Aviv Stock Exchange symbol "NNDM" We do not intend to apply for listing of the Pre-funded Warrants on any securities exchange or other nationally recognized trading system. There is no established public trading market for the Pre-funded Warrants, and we do not expect a market to develop. Without an active trading market, the liquidity of the Pre-funded Warrants will be limited. The number of our ADSs and Ordinary Shares to be outstanding immediately after this offering as shown above assume that all of the ADSs offered hereby are sold and is based on 408,126,851 Ordinary Shares outstanding as of April 19, 2020. This number excludes: 149,715,813 Ordinary Shares issuable upon the exercise of warrants outstanding as of April 19, 2020, at exercise prices ranging from $0.04 to $0.25 per Ordinary Share; 527,032 Ordinary Shares held by the Company as treasury shares; 43,539,114 Ordinary Shares issuable upon the exercise of options currently held by consultants, directors and employees under our 2015 Stock Option Plan, outstanding as of April 19, 2020; and 16,260,886 Ordinary Shares reserved for future issuance under our 2015 Stock Option Plan, as of April 19, 2020. Unless otherwise indicated, all information in this prospectus assumes (i) no sale of Pre-funded Warrants, and (ii) no exercise of the underwriter s over-allotment option.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/NNVC_nanovirici_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/NNVC_nanovirici_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b1324a413026b10730eaad73263d5a14957f51eb
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/NNVC_nanovirici_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus. This summary does not contain all the information that you
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/NOVAQ_sunnova_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/NOVAQ_sunnova_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/NOVAQ_sunnova_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/OCFT_oneconnect_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/OCFT_oneconnect_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..681dc338c6095622e0d44ea74b8a1a2d529dddea
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/OCFT_oneconnect_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ADSs discussed under "Risk Factors," before deciding whether to invest in our ADSs. This prospectus contains information from an industry report commissioned by us and prepared by Oliver Wyman, an independent management consulting firm, to provide information regarding the China technology service market for financial institutions dated August 2020. We refer to this report as the "Oliver Wyman Report." Our Company Overview We are a leading technology-as-a-service platform for financial institutions in China. Our platform provides cloud-native technology solutions that integrate extensive financial services industry expertise with market-leading technology. Our solutions provide technology applications and technology-enabled business services to financial institutions. Together they enable our customers' digital transformations, which help them increase revenue, manage risks, improve efficiency, enhance service quality and reduce costs. Since our inception, we have witnessed significant growth in the number of our customers. As of June 30, 2020, we had served all of China's major banks, 99% of its city commercial banks, and 53% of its insurance companies, collectively reaching hundreds of millions of end-customers. Since our establishment in December 2015, our platform has supported Chinese financial institutions in serving approximately RMB2.0 trillion (US$0.3 trillion) of transactions for their end-customers. Through our platform, in the six months ended June 30, 2020, on a daily basis we facilitated over 185,000 anti-fraud checks, 4.3 million credit risk assessments, and the processing of over 13,000 auto insurance claims. Massive market. Financial institutions around the world face challenges resulting from advancements in technology, and they will require sweeping digital transformations of their businesses to improve their competitiveness. The only path to a successful transformation will be an integration of industry expertise and advanced technology. Most financial institutions lack the capital, talent and capabilities needed to support this long and expensive transformation, and they therefore will need to rely on external solutions. In China, the need for digital transformation is especially acute because Chinese financial institutions not only need to compete with internet competitors seeking to disrupt their industry, but also cope with structural shifts in their business resulting from China's ongoing economic transformation. China's financial services industry had RMB363.7 trillion (US$51.5 trillion) of total assets as of December 31, 2019 and generated RMB15.5 trillion (US$2.2 trillion) of revenue in 2019. Oliver Wyman estimates that the technology spending market for Chinese financial institutions totaled RMB185.8 billion (US$26.3 billion) in 2019, and this market is expected to grow at a compound annual growth rate, or CAGR, of 20.5% to RMB472.0 billion (US$66.8 billion) in 2024. Strong value proposition. Our technology-as-a-service platform strategically covers multiple verticals in the financial services industry and across the full scope of their operations from sales and marketing and risk management to customer service. We also provide technology infrastructure solutions critical to financial institution digitalization such as data management and cloud services. Our cloud-native platform is flexible by design, so we can deploy independent solution modules to quickly respond to customer requirements, and we can also combine modules into customized end-to-end solutions. Our proven applications are driven by extensive industry expertise and customer insight data, and they are secure and effective at large scale. We deliver great value to our customers in multiple dimensions: generating new revenue, improving sales productivity, enhancing risk management, improving customer service quality and reducing costs. FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents Leading technology. We started our operation as the financial technology solution arm of Ping An Group. Ping An Group is a global leader in the digital transformation of financial services through the integration of industry experience with advanced technology. It employs approximately 110,000 staff in technology-focused businesses. We have leveraged our strong partnership with Ping An Group to establish world-leading technology capabilities for financial services in AI, big data analytics and blockchain. As of June 30, 2020, we had won over 25 technology awards in international competitions, and had submitted 3,382 patent applications in China and 945 in other countries or regions. Our first-class technology is a major source of our competitive advantage, and it serves as a solid foundation for our continuous application innovation and product commercialization. Innovative business model. Under our "adopt-deepen-integrate" customer-development approach, we provide "hook products" to financial institutions, at low or even no charge, to encourage adoption. We subsequently seek to deepen our relationships with these customers through cross-selling and, ultimately, platform integration. In addition to technology applications, we also provide our financial institution customers with business services to enable them to grow their businesses rapidly and sustainably, while we can capture greater value-upside with our transaction-based revenue model. This combination allows us to achieve visible revenue streams that are fast-growing and highly recurring. Outstanding growth. Our business has grown rapidly since our establishment in December 2015. Our revenue increased at a CAGR of 100.0% from RMB581.9 million in 2017 to RMB2,327.8 million (US$329.5 million) in 2019. Our revenue increased by 39.7% from RMB970.2 million for the six months ended June 30, 2019 to RMB1,355.1 million (US$191.8 million) for the same period in 2020. Since our inception, we have witnessed significant growth in the number of our customers. On average, each of our premium customers purchased 2.7 products in 2019, growing from 1.7 in 2016. Our net expansion rate in 2019 for our 2018 customers was 119%. Our net expansion rate in 2018 for our 2017 customers was 224%. Our revenue from third-party customers, which refers to each customer with revenue contribution of less than 5% of our total revenue in the relevant period, increased substantially at a CAGR of 234.9% from RMB92.2 million in 2017 to RMB1,034.1 million (US$146.4 million) in 2019. Our revenue from third-party customers increased by 38.5% from RMB402.1 million for the six months ended June 30, 2019 to RMB556.7 million (US$78.8 million) for the same period in 2020. Our net loss as a percentage of total revenue decreased from 104.3% in 2017 to 84.2% in 2018 and further to 72.5% in 2019. Our net loss as a percentage of total revenue decreased from 78.1% for the six months ended June 30, 2019 to 57.4% for the same period in 2020. Industry Background and Market Opportunity China's financial services industry is massive and growing, but it faces challenges China's financial services industry is massive and growing. The country's financial services industry had, in aggregate, 63,500 financial institutions and US$51.5 trillion of total assets as of December 31, 2019, and it generated US$2.2 trillion of revenue in 2019. However, demand for financial services in China is underserved across the financing, insurance and investment segments, and set forth below are discussions of certain trends in China's banking, insurance and asset management sectors. The banking sector. China has been the largest banking sector in the world since 2016, with more than 4,600 banking institutions. Business focus of China's banks is shifting from large corporates to retail and SMEs, and their service models are shifting from brick-and-mortar to an online-to-offline omni-channel experience. The insurance sector. China had the world's second-largest insurance market in 2019, according to the China Banking and Insurance Regulatory Commission, or the CBIRC, with total assets estimated at RMB20.6 trillion, and 199 insurers and 12 reinsurers. China's life insurance industry relies heavily on offline channels for distribution. The non-life sector is primarily driven by auto ONECONNECT FINANCIAL TECHNOLOGY CO., LTD. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) Table of Contents insurance, with the remaining business generated by property, credit and other types of non-life insurance. The asset management sector. China's asset management sector experienced strong growth in the last decade due to the growing number of high-net-worth individuals and the continuous expansion of institutional balance sheets. The sector's total assets under management, or AUM, reached RMB88.3 trillion in 2019. There were over 25,000 asset managers in China in 2019. Other financial institutions. There were over 33,500 other financial institutions in China in 2019, including over 12,000 leasing companies, over 13,000 factoring companies and approximately 7,500 micro-lending companies. Driven by China's robust GDP growth, its financial services industry is projected to grow at a CAGR of 12.0% from 2019 to 2024, according to Oliver Wyman. At the same time, China's financial services industry is experiencing challenges: Customer preference: technological changes, including widespread use of mobile technologies and rapidly expanding data availability, have led to customers' evolving preferences for easy access to quality financial services and efficient financial transactions. Structural shift: transitions within the Chinese economy that are shifting the growth focus of the financial services industry from large corporates towards the underpenetrated retail and SME segments, which are expected to experience strong growth. To address challenges and capture new opportunities, Chinese financial institutions must undertake digital transformations to adopt new business models that include: Digitally-enabled distribution capabilities. Because their end-customers have become more digitally savvy, China's financial institutions need new tools to engage with, manage and cross-sell to their end-customers. Data-driven risk management. Financial institutions must use data-driven analytic approaches to effectively and efficiently assess their customers' credit risk. High quality "anytime anywhere" services. Increasing digital competition has made traditional offline-based customer service approaches unsustainably inconvenient and costly. Changing customer expectations and efficiency requirements now require Chinese financial institutions to provide an online-to-offline omni-channel platform across their operations. Efficiency requirements and the quick turn-around times demanded by customers will require financial institutions to adopt digital analytical tools. Digitalized management and operations. To cost-effectively enable these new business models, Chinese financial institutions will need to operate in a truly digital way, replacing their current paper- and people-intensive processes and legacy infrastructure. Most financial institutions cannot support digital transformation on their own To resolve their pain points, China's financial institutions must undertake transformations to structurally enhance their competitiveness. The only effective way to achieve these transformations will be applying technology integrated with industry expertise. It would be a long and expensive process for China's financial institutions to do this on their own, especially because: Prohibitive investment requirements. The world's top financial institutions have made substantial investments on technology in recent years. For example, the world's top three banks by total assets alone spent US$22 billion collectively in 2019. Most financial institutions cannot afford long-term investments of this scale. Cayman Islands (State or other jurisdiction of incorporation or organization) 7370 (Primary Standard Industrial Classification Code Number) Not Applicable (I.R.S. Employer Identification No.) 55F, Ping An Financial Center No. 5033 Yitian Road, Futian District Shenzhen, Guangdong People's Republic of China +(852) 3762-9357 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, N.Y. 10168 +1 (800) 221-0102 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Scarcity of talent. Digitalization requires large teams of interdisciplinary talent. For example, on average 15-20% of the workforce at the top five global financial institutions outside of China by total assets were in technology-focused jobs. In comparison, China's banks on average have only 3-5%, according to the CBIRC. Identifying talent with both technological skills and financial domain knowledge is particularly difficult. Limited application scenarios and data. Software developers may lack the application scenarios and data needed to develop sophisticated industry-specific solutions for financial services. Although financial institutions have large amounts of data, they may not be able to use these data effectively because they are unstructured and unconnected across different legacy systems. There are massive market opportunities for technology-as-a-service providers We believe that external technology platforms provide a proven means for financial institutions to upgrade their revenue-generating and operating capabilities. Platforms that integrate extensive industry knowledge and technology excellence are scarce, which well positions us to capture this fast-growing, underpenetrated market. The total market opportunity for the technology spending of financial institutions includes spending on software and IT solutions, internal services, data center systems, and business solutions. Oliver Wyman estimates that the technology spending market for Chinese financial institutions was RMB185.8 billion (US$26.3 billion) in 2019 and that it is expected to grow at a CAGR of 20.5% to RMB472.0 billion (US$66.8 billion) in 2024. Our Platform and Products We provide holistic coverage of financial services verticals with end-to-end technology solutions We are a leading technology-as-a-service platform for financial institutions in China. Our platform provides approximately 50 cloud-native products that can be deployed on a modular basis to quickly respond to customer requirements or combined to deliver end-to-end solutions. Our 14 technology solutions strategically cover multiple verticals in the financial services industry, including banking, insurance and asset management, across the full scope of their businesses from sales and marketing and risk management to customer services and operations, as well as technology infrastructure such as data management and cloud services. Copies to: Jeffrey D. Karpf, Esq. Cleary, Gottlieb, Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 +1 212-225-2000 Shuang Zhao, Esq. Cleary, Gottlieb, Steen & Hamilton LLP c/o 37th Floor, Hysan Place 500 Hennessy Road Causeway Bay, Hong Kong +852 2521-4122 Chris K.H. Lin, Esq. Daniel Fertig, Esq. Simpson Thacher & Bartlett LLP 35th Floor, ICBC Tower 3 Garden Road Central, Hong Kong +852-2514-7600 Table of Contents The matrix below sets forth the 14 solutions we currently offer across the financial services industry verticals we serve. Our products are proven at large scale to create enormous value for our financial institution customers Our innovative solutions are based on extensive industry expertise, driven by customer insight and tested in large scale real world applications. We deliver enormous value to our financial institutions customers in their digital transformations: Generating new revenue. Our advanced technology enables China's financial institutions to expand into new markets, such as serving retail and SME customers, that were difficult for them to address using their traditional models. For example, Oliver Wyman estimates that in 2019, 53.0% of China's SMEs did not have access to bank financing and SME's total unmet financing needs were approximately RMB82.0 trillion (US$11.6 trillion). We have used our proprietary blockchain technology to build a network that connects SMEs with financial institutions, companies along the supply chain, government agencies and various third-party service providers. Through SMEs' interaction with this network and the application of our data analytics, the creditworthiness of these SMEs becomes more transparent. We also provide an end-to-end, online-to-offline operations platform for financial institutions to serve large numbers of SME customers cost-effectively. Improving sales productivity. We provide solutions that enable financial institutions to better understand their customer' needs and tailor their sales efforts to improve productivity. Our AI-empowered sales force management tool, or SAT, enables financial institution sales representatives and agents to engage with their customers through social media, to close sales with on-site visits, and to provide any-time-any-where service with AI-assisted phone calls and text messages. Managing risks. Our solutions enable financial institutions to automate their credit assessment process and manage risk more effectively. For example, our retail risk management solution provides financial institutions with tools for anti-fraud, credit analytics and decisioning, and post-lending monitoring, as well as a credit management system. This solution integrates Ping An Group's extensive consumer lending experience and a wide variety of algorithms and models. From our inception to June 30, 2020, we provided 171.5 million anti-fraud checks and approximately 5.2 billion credit risk assessments. Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Table of Contents Enhancing service quality. We deliver convenient and proven products that customers can use right out of the box. For example, China's insurance companies collectively manage approximately 100,000 adjusters to process auto claims, according to Oliver Wyman. To help insurance companies more efficiently meet these demands, our AI-based intelligent fast claim solution features image-recognition capabilities that allow insurers to remotely inspect car accidents, identify potential fraud and determine damage amounts more accurately and efficiently. These capabilities are made possible by leveraging a huge database of approximately 120,000 car types and information on 39.0 million spare parts, accumulated from Ping An Group's 30 years of experience in the auto insurance business. Customers using our solution processed an average of over 13,000 auto insurance claims per day in the six months ended June 30, 2020. Reducing costs. Our solutions help customers reduce costs and optimize efficiency by eliminating manual operations through automation and digitalization of business operations. Take customer services as an example: Oliver Wyman estimates that China's top five banks dedicate 34-39% of their collective workforce to customer services. In contrast, in May 2020, 82% of Ping An Group's customer service cases were answered by a chatbot, which uses phone calls and text messaging in a human-like manner. We have successfully expanded overseas and are recognized by overseas financial institutions and regulators. We began expanding our business outside China in 2018, establishing subsidiaries in Hong Kong, Singapore and Indonesia. As of June 30, 2020, we had provided service to leading financial institutions in over 15 countries and territories. We also established a joint venture with a subsidiary of SBI Holdings, Inc. to serve Japanese financial institutions. Our Business Model We believe that partnering with our financial institution customers is important in driving our success. Our Adopt Deepen Integrate customer-development approach Adopt. Our relationship managers, many of whom have previously worked as senior management of financial institution and have deep industry expertise, have direct C-level access to prospective customers. To win them as new customers, we use our understanding of financial institutions' decision-making process in procurement, apply standardized customer relationship management, and offer easy-to-adopt hook products with limited or no upfront fees. As a result, as of June 30, 2020, we had served all major banks, 99% of city commercial banks, and 53% of insurance companies in China. Deepen. Once a customer adopts our platform, we focus on increasing its use of our solutions and the value it creates on our platform. We provide cloud-based product modules as well as customized end-to-end solutions covering multiple verticals across all functions. Our premium customers on average each purchased 2.7 products in 2019, growing from 1.7 in 2016, and our number of premium customers grew from 40 in 2017 to 473 in 2019. Integrate. As our customers grow their volume on our platform, we become an integral part of their operations. Our solutions are structured on modules that can be adopted individually, but they are comprehensive in scope covering the full range of our financial institution customers' operations. As our customers implement more of our solutions, especially our infrastructure solutions, they become deeply integrated with our platform. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered(2) Proposed maximum offering price per share(3) Proposed maximum aggregate offering price(2)(3) Amount of registration fee Ordinary shares, par value US$0.00001 per share(1) 56,925,000 7.47 US$425,419,500.00 US$55,219.45 (1)American depositary shares issuable upon deposit of ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-235321). Each American depositary share represents three ordinary shares. (2)Includes ordinary shares that may be purchased by the underwriters pursuant to an over-allotment option. Also includes ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These ordinary shares are not being registered for the purpose of sales outside the United States. (3)Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low sales prices of the registrant's American depositary shares as reported on the New York Stock Exchange on August 7, 2020. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Transaction-based revenue model We adopted a transaction-based revenue model, where we require small upfront implementation fees and primarily charge our financial institution customers based on the transaction volume generated on our platform or their other usage of it. We believe this model allows financial institutions to quickly begin using our platform. As customers use our platform, our transaction-based pricing allows us to participate in their success, rather than being limited to fixed subscription income. We monetize a variety of transaction types, including loans generated, claims processed, databases queried and API calls made. In 2019 and the six months ended June 30, 2020, 73.9% and 72.3%, respectively, of our revenue was transaction based. Technology + Business service model We provide financial institutions with tailor-made business services, including customer referrals, technology-enabled product design, marketing assistance, service recommendations, and transaction facilitation. These value-added services, delivered through our highly automated platform and based on our extensive industry expertise, help financial institutions grow sustainably. Correspondingly, part of our costs are also associated with serving the transaction volumes we facilitate for our financial institution customers. Since our establishment in December 2015, our platform has supported our financial institution customers in serving approximately RMB2.0 trillion (US$0.3 trillion) of transactions for their end-customers. Our Relationship with Ping An Group We began in December 2015 as the financial technology solution arm of Ping An Group. Established over 30 years ago, Ping An Group holds a full suite of financial services licenses and its operations span the insurance, banking, securities, trust, investment, leasing, healthcare and technology industries. Ping An Group is committed to developing next-generation technology and stands at the forefront of digital transformation. We enjoy a strong partnership with Ping An Group; it is a partner for technology development, a supplier of application scenarios for developing our products, and a flagship customer showcasing our capabilities. We have partnered with Ping An Group to jointly develop new technology and applications, and Ping An Group provides us support in technology infrastructure such as cloud infrastructure. Ping An Group also provides us with a diverse, reliable source of real life application scenarios to validate and prove our technology. Many of our customer insights and innovative solutions are first initiated and tested within the Ping An Group ecosystem. We and Ping An Group cooperate under a Strategic Cooperation Agreement with a term extending until ten years after completion of our initial public offering on December 17, 2019, subject to Ping An Group continuing to hold or beneficially own at least 30% of our shares. Ping An Group is also our most important customer and supplier and is our principal shareholder. Our strategic partnership with Ping An Group has contributed to our growth significantly and we expect it to continue to do so. Our Strengths We believe that the following strengths contribute to our success. cloud-native technology platform with end-to-end coverage; world-class technology and continuous innovation; innovative business model empowered by industry expertise; strong synergy with Ping An Group; and broad customer base with high net expansion. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the United States Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS (Subject to Completion) Issued August 10, 2020 16,500,000 American Depositary Shares ONECONNECT FINANCIAL TECHNOLOGY CO., LTD. Representing 49,500,000 Ordinary Shares Table of Contents Our Strategies Our vision is to become the world's leading technology-as-a-service platform for financial institutions. We are in an early stage of our development, a customer-acquisition stage in which we rapidly expand our customer base. We intend to further grow our business by pursuing the following five strategies: acquire new customers and deepen engagement with existing customers; further extend ecosystem and leverage open platform; continue technology innovation; pursue selective acquisition and partnership; and expand internationally. Our Challenges Our ability to execute our strategies and realize our vision is subject to risks and uncertainties, including: our ability to attract new customers, retain existing customers and expand our customer relationships; our ability to continue to maintain our relationship with Ping An Group, which is our strategic partner, most important customer and largest supplier; our ability to compete effectively to serve China's financial institutions; our ability to comply with the relevant laws and regulations in the PRC; our ability to maintain and improve technology infrastructure and security measures to protect our customers' personal privacy and data security; our ability to protect our intellectual property and proprietary rights; our ability to maintain good relationship with our business partners; and our directors, officers and principal shareholders have substantial influence over our company and their interests may not be aligned with the interests of our other shareholders. Please see "Risk Factors" and other information included in this prospectus for a discussion of these and other risks and uncertainties that we face. We are selling 16,500,000 American depositary shares, or ADSs. Each ADS represents three ordinary shares, par value US$0.00001 per share. Our ADSs are listed on the New York Stock Exchange under the symbol "OCFT." On August 7, 2020, the closing trading price for our ADSs, as reported on the NYSE, was US$20.84 per ADS. We are an "emerging growth company" under applicable United States federal securities laws and are eligible for reduced public company reporting requirements. See "Risk Factors" on page 18 to read about factors you should consider before buying the ADSs. PRICE US$ PER ADS Price to Public Underwriting Discounts and Commissions(1) Proceeds before Expenses to Us Per ADS US$ US$ US$ Total US$ US$ US$ (1)For additional information on underwriting compensation, see "Underwriting." We have granted the underwriters a 30-day option to purchase up to an aggregate of 2,475,000 additional ADSs from us at the public offering price less the underwriting discounts and commissions. The United States Securities and Exchange Commission and state regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ADSs against payment in New York, New York on , 2020. (1)The shareholders of OneConnect Smart Technology Co., Ltd. (Shenzhen), or Shenzhen OneConnect, are Shenzhen Ping An Financial Technology Consulting Co., Ltd., or Ping An Financial Technology; Shanghai Jin Ning Sheng Enterprise Management Limited Partnership, or Shanghai Jin Ning Sheng; Shenzhen Lanxin Enterprise Management Co., Ltd., or Shenzhen Lanxin; and Urumqi Guang Feng Qi Investments Limited Partnership, or Guang Feng Qi, which hold 44.3%, 7.4%, 22.2% and 26.2% equity interest in Shenzhen OneConnect, respectively. (2)Shenzhen Huaxinhe Information Technology Co., Ltd., Zhuhai Ruisheng Chuangye Investment LLP and Guangzhou Fengxun Shengdao Information Technology Co., Ltd, or Fengxun Shengdao, which hold 81.6%, 15.0%, and 2.3% equity interest in Shenzhen E Commerce Safety Certificates Administration Co., Ltd., or Shenzhen CA, respectively, have entered into contractual arrangements with Zhang Tong Shun (Guangzhou) Technology Co., Ltd., or Zhang Tong Shun, and Shenzhen CA that allow Zhang Tong Shun to exercise effective control over the business operation of Shenzhen CA and enjoy the relevant economic interests derived from it. Impact of COVID-19 The emergence of a novel strain of coronavirus, later named COVID-19, has affected China and many other countries since December 2019. Our operations have been negatively affected by delays in project implementation, on-site work, business development, client interaction and general uncertainties surrounding the extent of lockdowns and other travel restrictions imposed by China and various foreign (in alphabetical order) Goldman Sachs (Asia) L.L.C. Morgan Stanley Table of Contents countries. Although most travel restrictions have eased in China, international travel restrictions and temporary lock-downs in countries in South East Asia, where we conduct some of our international operations, remained in place in the second quarter of 2020. As a result, customer usage of our solutions and our revenue have been and will continue to be adversely affected. Please refer to "Risk Factors Risks Relating to Our Business and Industry COVID-19 outbreak has adversely affected, and may continue to adversely affect, our financial and operating performance." However, the pandemic has led more financial institutions to reevaluate their IT strategies and accelerated demand for digitalization and interest in our cloud-based solutions, as these institutions seek to optimize their operational efficiency and reduce costs. We have been proactively working with existing and new customers to provide them operation support services and assist them in their shift to cloud-based solutions amid the pandemic-related interruptions. As we continue to deliver strong support to our customers, our revenue from operation support services increased substantially to RMB452.1 million (US$64.0 million) in the six months ended June 30, 2020 from RMB172.5 million in the same period in 2019. The outlook for the pandemic remains fluid, and the full and long-term implications from COVID-19 on our business and results of operations are uncertain. We will continue to closely monitor the situation and adjust our business to meet the evolving customer demand. Implication of Being an Emerging Growth Company As a company with less than US$1.07 billion in revenue for our last fiscal year, we qualify as an "emerging growth company" pursuant to the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company's internal control over financial reporting. We will remain an emerging growth company until the earliest of (a) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.07 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (c) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. As the aggregate worldwide market value of voting and non-voting equities held by our non-affiliates exceeded US$700 million as of June 30, 2020, we will become a "large accelerated filer" under the Exchange Act and cease to be an emerging growth company as of December 31, 2020. Corporate Information Our principal executive offices are located at 55F, Ping An Financial Center, No. 5033 Yitian Road, Futian District, Shenzhen, Guangdong, People's Republic of China. Our telephone number is +(852) 3762-9357. Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, N.Y. 10168. Prospectus dated , 2020. Table of Contents Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our main website is http://www.oneconnectft.com/en/. The information contained on our website is not a part of this prospectus. Conventions that Apply to this Prospectus Unless otherwise indicated or the context otherwise requires, and for purposes of this prospectus only: "ADRs" refer to the American depositary receipts that evidence our ADSs; "ADSs" refer to our American depositary shares, each of which represents three ordinary shares; "AI" refers to artificial intelligence; "basic customers" refer to our customers that contribute annual revenue of less than RMB100,000; "China" or "the PRC" refers to the People's Republic of China, excluding, for the purposes of this prospectus only, Hong Kong, Macau and Taiwan; "IFRS" refers to International Financial Reporting Standards as issued by the International Accounting Standards Board; "major banks" refer to the largest commercial banks in China, including six large state-owned and 12 joint-stock banks; "net expansion rate" is a numerical representation of the expansion of our customer relationships on a year-on-year basis, calculated as a fraction, the denominator of which is the revenue contribution from a particular group of customers in one year and the numerator of which is the contribution from the same group of customers in the following year, expressed as a percentage; "OneConnect," "we," "us," "our company" and "our" refer to OneConnect Financial Technology Co., Ltd., a Cayman Islands exempted company, and its subsidiaries and, in the context of describing our operations and consolidated financial information, also include our VIEs and their subsidiaries; "Ping An Group" refers to Ping An Insurance (Group) Company of China, Ltd. and, unless the context requires otherwise, its subsidiaries; "Premium customers" refers to our customers that contribute annual revenue of at least RMB100,000 in the applicable year, excluding Ping An Group and its subsidiaries, although this category includes certain customers that we have direct contracts with, and provide direct services to, where payments for these services have been made through contractual arrangements that we have with third parties, including Ping An Group; "RMB" or "Renminbi" refers to the legal currency of China; "shares" or "ordinary shares" refer to our ordinary shares, par value US$0.00001 per share; "SME" refers to small and medium enterprises; "Third-party customers" refers to each customer with revenue contribution of less than 5% of our total revenue in the relevant period; and "US$," "U.S. dollars," "$," and "dollars" refer to the legal currency of the United States. Table of Contents All of our customer numbers in this prospectus are exclusive of Ping An Group and its subsidiaries. Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option. Our reporting currency is the Renminbi. This prospectus also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations from Renminbi to U.S. dollars were made at a rate of RMB7.0651 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System on June 30, 2020. We make no representation that any Renminbi or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, or at all. On July 31, 2020, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board was RMB6.9744 to US$1.00. Table of Contents THE OFFERING Offering price US$ per ADS. ADSs offered by us 16,500,000 ADSs (or 18,975,000 ADSs if the underwriters exercise their over-allotment option in full). ADSs outstanding immediately after this offering 65,442,220 ADSs (or 67,917,220 ADSs if the underwriters exercise their over-allotment option in full). Ordinary shares issued and outstanding immediately after this offering 1,157,380,664 ordinary shares (or 1,164,805,664 ordinary shares if the underwriters exercise their over-allotment option in full). The ADSs Each ADS represents three ordinary shares, par value US$0.00001 per share. The depositary will hold ordinary shares underlying your ADSs. You will have rights as provided in the deposit agreement among us, the depositary and holders and beneficial owners of ADSs from time to time. We do not expect to pay dividends in the foreseeable future. If, however, we declare dividends on our ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our ordinary shares after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement. You may surrender your ADSs to the depositary in exchange for ordinary shares. The depositary will charge you fees for any such exchange. We may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended. To better understand the terms of the ADSs, you should carefully read the "Description of American Depositary Shares" section of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus. Over-allotment option We have granted to the underwriters an option, exercisable within 30 days from the date of this prospectus, to purchase up to an additional 2,475,000 ADSs. Table of Contents Use of proceeds We expect that we will receive net proceeds of approximately US$328.8 million from this offering, or approximately US$378.4 million if the underwriters exercise their over-allotment option in full, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us based on an assumed offering price of US$20.84, which is equal to the closing trading price for our ADSs on the New York Stock Exchange on August 7, 2020. We intend to use the net proceeds from this offering primarily for enhancement of our platform and technology capabilities, international expansion and strategic investments, and general corporate purposes. See "Use of Proceeds" for more information. Underwriting We expect to enter into an underwriting agreement with Goldman Sachs (Asia) L.L.C. and Morgan Stanley & Co. LLC with respect to the ADSs being offered. Lock-up We, our directors and executive officers, and certain of our current shareholders that together hold approximately 81.2% of our ordinary shares prior to the completion of this offering have agreed with the underwriters not to sell, transfer or dispose of any ADSs, ordinary shares or similar securities for a period of 90 days after the date of this prospectus, subject to certain exceptions. See "Shares Eligible for Future Sale" and "Underwriting." Listing Our ADSs are listed on the New York Stock Exchange under the symbol "OCFT." Payment and settlement The underwriters expect to deliver the ADSs against payment therefor through the facilities of the Depository Trust Company on , 2020. Depositary JPMorgan Chase Bank, N.A. Table of Contents Summary Consolidated Financial Data The following summary consolidated statements of comprehensive income data for the years ended December 31, 2017, 2018 and 2019, summary consolidated balance sheets data as of December 31, 2018 and 2019 and summary consolidated statements of cash flow data for the years ended December 31, 2017, 2018 and 2019 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The following summary consolidated statements of comprehensive income data for the six months ended June 30, 2019 and 2020, summary consolidated balance sheet data as of June 30, 2020 and summary consolidated statements of cash flow data for the six months ended June 30, 2019 and 2020 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with IFRS as issued by the IASB. Our historical results are not necessarily indicative of results expected for future periods. You should read this section together with our consolidated financial statements and the related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. Year ended December 31, Six months ended June 30, 2017 2018 2019 2019 2020 RMB RMB RMB US$ RMB RMB US$ (in thousands, except for per-share data) Summary Consolidated Statements of Comprehensive Income Data Revenue 581,912 1,413,489 2,327,846 329,485 970,184 1,355,117 191,804 Cost of revenue (482,539 ) (1,024,864 ) (1,560,988 ) (220,944 ) (688,817 ) (855,999 ) (121,159 ) Gross profit 99,373 388,625 766,858 108,542 281,367 499,118 70,646 Research and development expenses (537,226 ) (459,181 ) (956,095 ) (135,326 ) (442,994 ) (528,515 ) (74,806 ) Selling and marketing expenses (208,035 ) (441,932 ) (635,673 ) (89,974 ) (279,466 ) (321,038 ) (45,440 ) General and administrative expenses (270,275 ) (519,795 ) (756,681 ) (107,101 ) (292,936 ) (386,758 ) (54,742 ) Net impairment losses on financial and contract assets (2,224 ) (45,167 ) (6,393 ) (3,355 ) (58,147 ) (8,230 ) Other income, gains or loss-net 25,860 (79,860 ) (74,254 ) (10,510 ) (77,089 ) (10,678 ) (1,511 ) Operating loss (890,303 ) (1,114,367 ) (1,701,012 ) (240,763 ) (814,473 ) (806,018 ) (114,084 ) Finance income 2,128 129,435 128,261 18,154 62,231 41,994 5,944 Finance costs (85,711 ) (163,442 ) (174,831 ) (24,746 ) (90,894 ) (84,414 ) (11,948 ) Finance costs-net (83,583 ) (34,007 ) (46,570 ) (6,592 ) (28,663 ) (42,420 ) (6,004 ) Share of net losses of associate and joint venture (2,747 ) (15,442 ) (14,854 ) (2,102 ) (5,727 ) (5,226 ) (740 ) Loss before income tax (976,633 ) (1,163,816 ) (1,762,436 ) (249,457 ) (848,863 ) (853,664 ) (120,828 ) Income tax benefit/(expense) 369,677 (26,469 ) 74,924 10,605 90,978 75,248 10,651 Loss for the year/period (606,956 ) (1,190,285 ) (1,687,512 ) (238,852 ) (757,885 ) (778,416 ) (110,178 ) Loss attributable to: Owners of the Company (606,956 ) (1,195,712 ) (1,660,566 ) (235,038 ) (754,883 ) (745,661 ) (105,541 ) Non-controlling interests 5,427 (26,946 ) (3,814 ) (3,002 ) (32,755 ) (4,636 ) (606,956 ) (1,190,285 ) (1,687,512 ) (238,852 ) (757,885 ) (778,416 ) (110,178 ) Other comprehensive income 396,520 78,815 11,156 (1,970 ) 112,614 15,939 Total comprehensive loss for the year/period (606,956 ) (793,765 ) (1,608,697 ) (227,696 ) (759,855 ) (665,802 ) (94,238 ) Total comprehensive loss attributable to: Owners of the Company (606,956 ) (799,192 ) (1,581,751 ) (223,882 ) (756,853 ) (633,047 ) (89,602 ) Non-controlling interests 5,427 (26,946 ) (3,814 ) (3,002 ) (32,755 ) (4,636 ) (606,956 ) (793,765 ) (1,608,697 ) (227,696 ) (759,855 ) (665,802 ) (94,238 ) Loss per share attributable to owners of the Company Basic and diluted (0.90 ) (1.29 ) (1.77 ) (0.25 ) (0.81 ) (0.72 ) (0.10 ) Table of Contents The following table presents our summary consolidated balance sheet data as of December 31, 2018 and 2019 and June 30, 2020: As of December 31, Six months ended June 30, 2018 2019 2020 RMB RMB US$ RMB US$ (in thousands, except for shares data) Summary Consolidated Balance Sheets Data Restricted cash 3,996,238 3,440,289 486,941 2,492,559 352,799 Cash and cash equivalents 565,027 1,077,875 152,563 535,122 75,742 Financial assets at fair value through profit or loss 2,540,925 1,690,967 239,341 1,760,986 249,251 Total current assets 7,858,622 7,658,807 1,084,034 7,034,099 995,612 Total non-current assets 1,523,987 2,268,514 321,087 1,880,009 266,098 Total assets 9,382,609 9,927,321 1,405,121 8,914,108 1,261,710 Total current liabilities 5,122,390 4,939,916 699,200 4,445,102 629,163 Total non-current liabilities 429,131 466,864 66,080 346,292 49,014 Total liabilities 5,551,521 5,406,780 765,280 4,791,394 678,178 Total share capital 66 73 10 74 10 Total equity and liabilities 9,382,609 9,927,321 1,405,121 8,914,108 1,261,710 Total shares outstanding 999,999,999 1,097,320,664 1,097,320,664 1,107,880,664 1,107,880,664 The following table presents our summary consolidated cash flow data for the years ended December 31, 2017, 2018 and 2019 and the six months ended and June 30, 2019 and 2020: Year ended December 31, Six months ended June 30, 2017 2018 2019 2019 2020 RMB RMB RMB US$ RMB RMB US$ (in thousands) Summary Consolidated Statements of Cash Flow Data Net cash used in operating activities (228,685 ) (489,237 ) (1,817,454 ) (257,244 ) (1,027,222 ) (1,121,085 ) (158,679 ) Net cash (used in) /generated from investing activities (126,841 ) (5,805,478 ) 570,839 80,797 2,026,597 1,241,873 175,776 Net cash generated from /(used in) financing activities 1,125,135 5,999,403 1,754,557 248,341 (522,837 ) (672,097 ) (95,129 ) Net increase /(decrease) in cash and cash equivalents 769,609 (295,312 ) 507,942 71,895 476,538 (551,309 ) (78,033 ) Cash and cash equivalents at the beginning of the year/period 78,158 847,767 565,027 79,974 565,027 1,077,875 152,563 Effects of exchange rate changes on cash and cash equivalents 12,572 4,906 694 7,351 8,556 1,211 Cash and cash equivalents at the end of year/period 847,767 565,027 1,077,875 152,563 1,048,916 535,122 75,742 Table of Contents Non-IFRS Financial Measures We use the following non-IFRS financial measures to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-IFRS financial information, when taken collectively, is helpful to investors because it provides consistency and comparability with past financial performance, facilitates period-to-period comparisons of results of operations, and assists in comparisons with other companies, many of which use similar financial information. We also believe that presentation of the non-IFRS financial measures provides useful information to our investors regarding our results of operations because it allows investors greater transparency to the information used by our management in our financial and operational decision making so that investors can see through the eyes of our management regarding important financial metrics that our management uses to run the business as well as allowing investors to better understand our performance. We define non-IFRS gross profit and non-IFRS gross profit margin as IFRS gross profit and IFRS gross profit margin, respectively, adjusted to exclude non-cash items, which consist of amortization of intangible assets recognized in cost of revenue, depreciation of property and equipment recognized in cost of revenue, and share-based compensation expenses recognized in cost of revenue. Our management regularly reviews non-IFRS gross profit and non-IFRS gross profit margin to assess the performance of our business. By excluding non-cash items, these financial metrics allow our management to evaluate the cash conversion of one dollar revenue on gross profit. Investors are encouraged to review the related IFRS financial measures and the reconciliation of these non-IFRS financial measures to their most directly comparable IFRS financial measures. The table below sets forth a reconciliation of our gross profit to non-IFRS gross profit and non-IPRS gross profit margin for the periods indicated: Year ended December 31, Six months ended June 30, 2017 2018 2019 2019 2020 RMB RMB RMB US$ RMB RMB US$ (in thousands, except for %) Reconciliation Gross profit 99,373 388,625 766,858 108,542 281,367 499,118 70,646 Gross profit margin 17.1 % 27.5 % 32.9 % 32.9 % 29.0 % 36.8 % 36.8 % Non-IFRS adjustment: Amortization of intangible assets recognized in cost of revenue 197,824 227,006 308,551 43,673 185,563 132,708 18,784 Depreciation of property and equipment recognized in cost of revenue 213 778 2,362 334 765 1,726 244 Share-based compensation expenses recognized in cost of revenue 2,294 325 1,108 1,315 186 Non-IFRS gross profit 297,410 616,409 1,080,065 152,873 468,803 634,867 89,860 Non-IFRS gross profit margin 51.1 % 43.6 % 46.4 % 46.4 % 48.3 % 46.8 % 46.8 % Please see "Management's Discussion and Analysis of Financial Condition and Results of Operations Non-IFRS Financial Measures" for more information. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/OCG_oriental_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/OCG_oriental_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a9afeb02daab24c7629398f95b1d4cf054929be7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/OCG_oriental_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1 RISK FACTORS 13 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 42 USE OF PROCEEDS 43 DIVIDEND POLICY 44 CAPITALIZATION 45 DILUTION 46 EXCHANGE RATE INFORMATION 47 ENFORCEABILITY OF CIVIL LIABILITIES 48 Corporate History and Structure 49 SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA 56 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 57 OUR INDUSTRY 76 BUSINESS 83 MANAGEMENT 104 PRINCIPAL SHAREHOLDERS 108 RELATED PARTY TRANSACTIONS 109 DESCRIPTION OF SHARE CAPITAL 112 SHARES ELIGIBLE FOR FUTURE SALE 117 TAXATION 119 UNDERWRITING 126 EXPENSES RELATING TO THIS OFFERING 133 LEGAL MATTERS 133 EXPERTS 133 WHERE YOU CAN FIND ADDITIONAL INFORMATION 133 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus and in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or any free-writing prospectus. We are offering to sell, and seeking offers to buy, the ordinary shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ordinary shares. For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ordinary shares and the distribution of this prospectus outside the United States. We were incorporated under the laws of the Cayman Islands as an exempted company with limited shares and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the SEC, we currently qualify for treatment as a "foreign private issuer." As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934. Until and including , 2020 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including our financial statements and related notes and the risks described under "Risk Factors" beginning on page 13. We note that our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover page of this prospectus. All references to "we," "us," "our," "Company," "Registrant" or similar terms used in this prospectus refer to Oriental Culture Holding LTD, an exempted company with limited shares incorporated under the laws of the Cayman Islands ("Oriental Culture"), including its consolidated subsidiaries and variable interest entities ("VIEs"), unless the context otherwise indicates. We currently conduct our business through Jiangsu Yanggu Culture Development Co., Ltd. ("Jiangsu Yanggu"), China International Assets and Equity of Artworks Exchange Limited ("International Exchange") and HKDAEx Limited ("HKDAEx"), our operating entities in China and Hong Kong. "PRC" or "China" refers to the People s Republic of China, excluding, for the purpose of this prospectus, Taiwan, Hong Kong and Macau, "RMB" or "Renminbi" refers to the legal currency of China and "$", "USD" or "U.S. dollars" refers to the legal currency of the United States. "HK" or "Hong Kong" refers to the Hong Kong Special Administrative Region, "HK$" or "HKD" refers to the legal currency of Hong Kong. Our independent registered public accounting firm has not yet reviewed our unaudited financial results for the second half of 2020. The information included herein regarding July and August 2020 financial results or any other period in the second half of 2020 is the Company s preliminary estimate of the results of operations that we expect to report for such periods. Our actual results may differ from these estimates due to the completion of our financial closing procedures, final adjustments and other developments that may arise between now and the time such financial results are finalized. Our Business We are an online provider of collectibles and artwork e-commerce services, which allow collectors, artists, art dealers and owners to access a much bigger art trading market where they can engage with a wider range of collectibles or artwork investors than they could likely encounter without our platforms. We currently facilitate trading by individual and institutional customers of all kinds of collectibles, artworks and certain commodities on our leading online platforms owned by our subsidiaries in Hong Kong, namely the China International Assets and Equity of Artworks Exchange Limited and HKDAEx Limited. We commenced our operations in March 2018 and our customer trading volume has been growing rapidly since then. We also provide online and offline integrated marketing, storage and technical maintenance service to our customers in China. We, Oriental Culture Holding LTD, are a holding company incorporated under the laws of the Cayman Islands and the investors would be investing in the holding company, with operations conducted via our subsidiaries, variable interest entity and its subsidiaries. According to the report of "E-commerce in China 2019" released by Ministry of Commerce of People s Republic of China on July 20, 2020, China s e-commerce continued to grow in 2019. Data of National Bureau of Statistics of China indicates that in 2019, the national e-commerce transaction volume reached RMB 34.81 trillion (approximately $5.02 trillion), an increase of 6.7% year-on-year. China s e-commerce transaction volume 2011-2019 China s e-commerce transaction volume (in RMB trillion) Year-on-year growth rate Source: National Bureau of Statistics of China According to the statistics of the Ministry of Commerce of the People s Republic of China, in 2019, national online retail sales reached RMB 10.63 trillion (approximately $1.53 trillion) and retail e-commerce realized sales growth of 16.5% in China. On many mainstream e-commerce platforms, cultural products such as arts and crafts flourished and developed rapidly, and art e-commerce is gradually growing. Online trading has become a major trend of the global collectible and art trade. As a comprehensive service company with rich cultural and art collection market operations and marketing, we seize current development opportunities and provide online and offline supporting services for domestic and international art e-commerce platforms. We plan to build a complete art business e-commerce service chain to serve the industry. Calculation of Registration Fee Title of Class of Securities to be Registered Amount to Be Registered (1) Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price (1) Amount of Registration Fee (1) Ordinary shares, par value $0.00005 per share(2) 5,824,750 $4.00 $23,299,000 $3,024.21 Underwriters warrants(3) - - - - Ordinary shares underlying underwriters warrants(3) 465,980 $5.00 $2,329,900 $302.42 Total 6,290,730 $- $25,628,900 $3,326.63 (1) The registration fee for securities to be offered by the Registrant is based on an estimate of the Proposed Maximum Aggregate Offering Price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o). Previously paid. (2) In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional ordinary shares that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions. Includes 759,750 ordinary shares which may be issued upon exercise of the underwriters over-allotment option. (3) We have agreed to issue, on the closing date of this offering, warrants, or the underwriters warrants, to the representative of the underwriters, ViewTrade Securities, Inc., to purchase an amount equal to 8% of the aggregate number of ordinary shares sold by us in this offering, including any ordinary shares that may be issued pursuant to exercise of the underwriters over-allotment option. The exercise price of the underwriters warrants is equal to 125% of the price of our ordinary shares offered hereby. The underwriters warrants are exercisable for a period of five years from the effective date of the registration statement of which this prospectus forms a part and will terminate on the fifth anniversary of the effective date of the registration statement. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Beginning in late 2019, there were reports of the COVID-19 (coronavirus) that has surfaced in Wuhan, China, the pandemic quickly spread to many provinces, autonomous regions, and cities all over the China. To the prevention and control of the spread of the pandemic, the Chinese governments issued administrative orders to impose travel and public gathering restrictions as well as to work from home and self-quarantine. Due to the COVID-19 pandemic, most consumers in China have chosen to shop online, which has promoted online sales of the retail e-commerce industry, especially in January and February 2020 when brick and mortar stores were closed due to the office and store closure order by the government. According to the statistics of the Ministry of Commerce of the People s Republic of China, during the first half of 2020, the national online retail sales reached RMB 5.15 trillion (approximately $735.7 billion) in China, an increase of RMB 0.33 trillion (approximately $47.1 billion) from RMB 4.82 trillion (approximately $688.6 billion) of the same period of 2019. Although COVID-19 promoted online retail industry, especially for the platforms that sell household products and groceries during the outbreak, our business of online trading of collectibles and artwork products has been negatively impacted as they are discretionary and non-essential products. We provide customers of our online platform with comprehensive services, including account opening, art investment education, market information, research, real-time customer support, and artwork warehousing services. Most services are delivered online through our proprietary client software and call center. Our client software provides not only market information and analysis, but also interactive functions including live discussion boards and instant messaging with customer service representatives, which we believe enhances our customers engagement. Internally, we collect and analyze customer behavior and communications data from our client software, customer relationship management system and the exchanges in accordance with laws and regulations, which allow us to better understand, attract and serve our customers. We provide industry solutions and related software products, system development and technical support services for our cooperation e-commerce platform customers. We strive to minimize conflicts of interest with our customers, which we believe is essential for our long-term success. Under the trading rules of the two exchange platforms we operate on, we do not set, quote or influence the trading prices, and cannot access our customers money. We have achieved substantial growth since our commencement of operations in March 2018. We recorded net income of approximately $2.6 million in 2018, approximately $9.1 million in 2019 and $0.4 million during the first half of 2020, respectively. However, our business, financial condition, and results of operations have been adversely affected by the outbreak of COVID-19 as our net revenues and net income decreased significantly during the first half of 2020, compared to the same period in 2019. Our offices were closed for the Lunar New Year Holiday Break which remained closed to implement the work from-home policy until mid-March, 2020, as required by relevant Chinese government authorities. Since mid-March, 2020, our offices have reopened and are in full operation since then. During the closure of the offices, especially during the closure of our warehouse for collectibles and artwork products traded on our platform, the appraisals for certain collectibles and artwork were delayed from the beginning of February to mid-March, resulting in delays of the subsequent listing process of such collectibles and artwork, thus affecting our income from listing service fees and marketing service fees. Also, our warehouse was unable to take in the new collectibles from our customers for warehousing during the period when it was closed. Affected by traffic control and logistics restrictions in China during the outbreak, our customers could not normally ship and hand over their collectibles to us for verification and custody, which also delayed the listing process for such collectibles/artwork and reduced the number of items listed on our platform, resulting in substantial revenue decline. However, the domestic express delivery services have resumed, and we have also opened mailing services to provide customers with convenient method for sending and receiving collectibles and artwork products. Due to the self-quarantine requirement and travel restrictions in China, our marketing staff was unable to carry out in-person promotion activities and face-to-face communication with customers during the outbreak, which greatly affected the development and introduction of potential customers. Our unaudited net revenues for the six months ended June 30, 2020 were approximately $2.5 million, as compared to approximately $7.9 million for the same period in 2019, a decrease of approximately 69%. Our unaudited net income for the six months ended June 30, 2020 was approximately $0.4 million, as compared to approximately $6.3 million for the same period in 2019, a decrease of approximately 94%. We expect our total revenues to increase in the second half of 2020, compared to the first half of 2020 due to the re-opening of businesses in China starting around the end of the first quarter, and more and more businesses, transportation, logistic and marketing activities have gradually resumed since then. We also expect our total revenues for the second half of 2020 to increase compared to same period in 2019. However, the results of operations for the second half of 2020 and/or the full year 2020 and beyond are still uncertain and may be adversely impacted by any further outbreak or resurgence of the COVID-19 pandemic. Due to the significant uncertainties surrounding any further outbreak or resurgence of COVID-19, the extent of the business disruption and the related financial impacts on our business cannot be reasonably estimated at this time. Our Strategy We strive to continue building a collectible and artwork trading platform that is highly trusted by our customers. To achieve this objective, we plan to implement the following strategies: strengthen our brand and market position; introduce new collectibles and artwork products and develop new markets; explore mini-account business; selectively explore acquisition opportunities; and continue to attract, cultivate and retain talent. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS (Subject to Completion) Dated November 27, 2020 5,065,000 Ordinary Shares Oriental Culture Holding LTD This is the initial public offering of our ordinary shares. We are offering 5,065,000 ordinary shares. We expect the initial public offering price of the shares to be $4.00 per share. Currently, no public market exists for our ordinary shares. We have been approved to have our ordinary shares listed on the NASDAQ Capital Market, or NASDAQ, under the symbol "OCG". We are an "emerging growth company," as that term is used in the Jumpstart Our Business Startups Act of 2012, and will be subject to reduced public company reporting requirements. Investing
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/OLMA_olema_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/OLMA_olema_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/OLMA_olema_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ONDS_ondas_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ONDS_ondas_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6bf32496a5f29a28f4fae4ddd5b58024b35f00f0
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ONDS_ondas_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1 THE OFFERING 11 SUMMARY FINANCIAL DATA 12 RISK FACTORS 13 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 31 USE OF PROCEEDS 32 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 33 DIVIDEND POLICY 33 CAPITALIZATION 34 DILUTION 35 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 36 BUSINESS 49 MANAGEMENT 67 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 74 CONTROLS AND PROCEDURES 76 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 78 DESCRIPTION OF CAPITAL STOCK 79 UNDERWRITING 81 LEGAL MATTERS 86 EXPERTS 86 WHERE YOU CAN FIND MORE INFORMATION 86 INDEX TO FINANCIAL STATEMENTS F-1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS II-1 We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States. Market and Other Industry Data Unless otherwise indicated, market data and certain industry forecasts used throughout this prospectus were obtained from various sources, including internal surveys, market research, consultant surveys, publicly available information and industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based upon our management s knowledge of the industry, have not been independently verified. The future performance of the industry and markets in which we operate and intend to operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the sections titled Risk Factors and Special Note Regarding Forward-looking Statements and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in these publications and reports. PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and does not contain all the information that you should consider before making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including the information set forth under the Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations sections of this prospectus and our consolidated financial statements and the accompanying notes included in this prospectus. Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to Ondas Holdings, the Company, we, us, and our refer to Ondas Holdings Inc. and our consolidated subsidiaries, including our wholly-owned subsidiary, Ondas Networks Inc.; references to Ondas Networks refers to our wholly-owned subsidiary, Ondas Networks Inc. Overview Ondas Networks provides wireless connectivity solutions enabling mission-critical Industrial Internet applications and services. We refer to these applications as the Mission-Critical Internet of Things ( MC-IoT ). The Company s wireless networking products are applicable to a wide range of MC-IoT applications, which are most often located at the very edge of large industrial networks. These applications require secure, real time connectivity with the ability to process large amounts of data at the edge. Such applications are required in all of the major critical infrastructure markets, including rail, electric grids, drones, oil and gas, and public safety and government, where secure, reliable and fast operational decisions are required in order to improve efficiency and ensure a high degree of safety and security. We design, develop, manufacture, sell and support FullMAX, our patented, Software Defined Radio ( SDR ) platform for secure, licensed, private, wide-area broadband networks. Our customers install FullMAX systems in order to upgrade and expand their legacy wide-area network ( WAN ) infrastructure. Our MC-IoT intellectual property has been adopted by the Institute of Electrical and Electronics Engineers ( IEEE ), the leading worldwide standards body in data networking protocols, and forms the core of the IEEE 802.16s standard. Because standards-based communications solutions are preferred by our mission-critical customers and ecosystem partners, Ondas has taken a leadership position in IEEE as it relates to wireless networking for industrial markets. As such, management believes this standards-based approach supports the adoption of the Company s technology across a burgeoning ecosystem of partners and end markets. Our FullMAX SDR platform is an important and timely upgrade solution for privately-owned and operated wireless WANs, leveraging Internet Protocol-based communications to provide more reliability and data capacity for our mission-critical infrastructure customers. Critical infrastructure markets throughout the globe have reached an inflection point where legacy serial and analog based protocols and network transport systems no longer meet industry needs. In addition to offering enhanced data throughput, FullMAX is an intelligent networking platform enabling the adoption of sophisticated operating systems and equipment supporting next-generation MC-IoT applications over wide field areas. These new MC-IoT applications and related equipment require more processing power at the edge and the efficient utilization of network capacity and scarce bandwidth resources which can be supported by the Fog-computing capability integrated in our end-to-end network platform. Fog-computing utilizes management software to enable edge compute processing and data and application prioritization in the field enabling our customers more reliable, real-time operating control of these new, intelligent MC-IoT equipment and applications at the Edge. Calculation of Registration Fee Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(3) Common Stock, $0.0001 par value per share(2) $ 34,500,000 $ 3,763.95 (4) (1) Includes the public offering price of shares that the underwriters have the option to purchase to cover over-allotments, if any. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (2) Pursuant to Rule 416 of the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions. (3) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate initial public offering price. (4) Pursuant to Rule 457(p) under the Securities Act, a filing fee of $6,666.00 has previously been paid with respect to securities to be registered pursuant to a Registration Statement on Form S-1 (Registration No. 333-230855) initially filed with the SEC on April 12, 2019, as amended by Amendment No. 1 filed with the SEC on May 29, 2019, Amendment No. 2 filed with the SEC on June 6, 2019, Amendment No. 3 filed with the SEC on June 18, 2019, and Amendment No. 4 filed with the SEC on July 19, 2019, which was withdrawn prior to effectiveness. $2,727.50 of the $6,666.00 filing fee associated with such securities was carried forward and was offset against the $2,727.50 filing fee due in connection with the original Registration Statement on Form S-1 (Registration No. 333-249658) filed on October 26, 2020. Also, $1,036.45 of the $6,666.00 filing fee associated with such securities is being carried forward and is being offset against the $1,036.45 filing fee currently due in connection with this offering. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. We sell our products and services globally through a direct sales force and value-added sales partners to critical infrastructure providers including major rail operators, commercial and industrial drone operators, electric and gas utilities, water and wastewater utilities, oil and gas producers and pipeline operators, and for other critical infrastructure applications in areas such as homeland security and defense, and transportation. We continue to develop our value-added reseller relationships which today include a major strategic partnership with Siemens Mobility for the development of new types of wireless connectivity for the North American Rail. In addition, Ondas and JVCKenwood, a global supplier of Land Mobile Radio (LMR) systems, have jointly responded to a request from the rail industry for the design and delivery of a next generation data and voice platform. We believe our Siemens partnership and our joint effort with JVCKenwood are indicative of the potential for additional Tier 1 partnerships in our other vertical markets including securing reseller relationships with major suppliers to the worldwide government and homeland security markets. These partnerships are being driven by the flexibility of our FullMAX software to support legacy industrial protocols (e.g. Push to Talk Voice, Dial-up Serial Data Communications, and Advanced Train Control System ATCS) while simultaneously operating our state of the art MC-IoT protocols. This dual and multi-mode software capability provides major industrial customers with a seamless migration path to advanced internet-protocol-based networks. Over time, these legacy functions, like Push to Talk Voice and ATCS, are transformed into just several of many new data applications we can support. Background The Internet of Things ( IoT ) is transforming the way businesses and industries function with a massive shift from on-premise locally executed software to cloud computing. IoT is applicable across all global consumer, enterprise, industrial and government markets. By storing and processing data using cloud technology, there is now an ability to access, analyze and utilize vast amounts of information and liberate operators from accessing data in limited amounts. Cloud computing has enabled the access of additional features on IoT devices such as smartphones, computers and laptops without the need for investing in additional computing power or memory. However, specific areas of IoT, particularly the mission-critical industrial markets, have additional requirements when compared to enterprise and consumer markets. With industrial markets, the bulk of the critical assets are dispersed over vast field area operations and varying geographical locations. This wide dispersion of assets shifts the emphasis from the centralized private Cloud to the network edge and Fog which requires reliance on edge computing and the processing of data in the field, closer to the source of the data generation. The primary benefit of Fog networks is to enable the execution of mission-critical functions and manage and operate intelligent field equipment and systems many of which require real-time decision-making. Edge computing is required for low-latency applications where real-time performance is critical for safety and efficient systems performance. In addition, processing data closer to the source improves reliability and offers security benefits. The Fog and edge computing advantages enabled by our FullMAX technology are now driving the adoption of our connectivity solutions by some of the largest industrial companies worldwide including the major North American freight rail operators. Subject to completion, dated November 30, 2020 The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS $30,000,000 Common Stock We are offering $30,000,000 of shares of our common stock of Ondas Holdings Inc. The public offering price for each share of common stock is $ . Our common stock is quoted on the OTCQB of OTC Markets Group, Inc. (the OTCQB ), under the symbol ONDSD, and, to date, has traded on a limited basis. As of November 27, 2020, the last reported sale price of our common stock on the OTCQB Market was $10.40. We have applied to list our common stock on The Nasdaq Stock Market (the Nasdaq ) under the symbol ONDS. We are an emerging growth company under applicable Securities and Exchange Commission rules and will be subject to reduced public company reporting requirements. Per share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to Ondas Holdings Inc., before expenses $ $ (1)The underwriters will receive compensation in addition to the underwriting discount. See Underwriting beginning on page 81. The underwriters have the option to purchase up to an additional $4,500,000 of shares of our common stock from us at the public offering price, less the underwriting discounts and commissions, within 30 days after the date of this prospectus to cover over-allotments, if any. Investing in our common stock involves a high degree of risk. See Risk Factors, beginning on page 13. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to investors on or about , 2020. Sole Book-Running Manager Oppenheimer & Co. Lead Manager National Securities Corporation Co-Managers Northland Capital Markets Spartan Capital Securities, LLC The date of this prospectus is December ___, 2020 In a MC-IoT wide-area network, a Fog-computing architecture requires an intelligent communications system able to manage all network resources, including edge remotes, smart equipment and machinery and other network elements such as sensor networks. Importantly, advanced MC-IoT applications require highly reliable network performance over the air with customized Quality of Service ( QoS ) standards which are not available in legacy narrowband wireless networks. The intelligent communications system is coordinated via base stations which contain network management software algorithms designed to control critical operations and distribute bandwidth across multiple edge computing applications required by customers. The Fog-computing environment can be further enhanced by high-power edge remote radios with embedded computing power and software providing the ability to host MC-IoT software applications or to reliably interface with intelligent equipment and sensor networks deployed across the field of operations. The interplay between base stations and remote edge radios requires a robust software communications layer to ensure that network performance and operating data is properly communicated to the corporate cloud located in the network operations center. For example, the North American freight rail operators are seeking to deploy new, on-locomotive and wayside MC-IoT technologies along the track in order to reliably enhance safety and improve efficiency and profitability of train operations. These rail operators currently operate antiquated legacy communications systems utilizing serial based narrowband wireless technologies for voice and data communications. These legacy wireless networks have limited data capacity and are unable to support the adoption of new, intelligent train control and management systems. In addition to data capacity challenges, rail operators need to reliably cover the vast and often remotely located rail track and related infrastructure which extends nationwide over 140,000 miles. The rail operators require a next-generation, robust broadband system with significantly increased data throughput capacity and Fog networking capability. A transition to integrated Fog-computing communications wireless systems will enable the rail operators to drive more intelligence to the edge of their operating environments enabling real time automation and better operator control of many critical operating systems related to train control, crossing safety, train and track integrity and drone operations. This upgrade cycle is being driven by a recent key event which occurred in May 2020 in which the Class 1 rail systems in the U.S. were awarded new nationwide greenfield wideband radio spectrum by the Federal Communications Committee ( FCC ). As part of the award, the rail operators are required, over the next three years, to vacate a series of legacy narrowband channels. The completion of this multiyear negotiation between the FCC and other licensed users is projected to generate a major network upgrade cycle for the rail industry. There are many other mission-critical industries across the globe operating private networks that are similarly constrained by their legacy narrowband wireless communications systems. The lack of bandwidth, appropriate software and integrated edge computing and Fog capability are a bottleneck for the adoption of next-generation MC-IoT applications and intelligent equipment that can serve to create more efficient, profitable, and safer operations. This can be seen in Land Mobile Radio ( LMR ) markets where legacy critical voice networks lack increasingly valuable data capacity and next generation networks such as FullMAX can provide voice over IP as a data application. Similarly, the adoption of smart grid technologies by electric utilities, well pump automation systems by oil producers and new navigation systems for commercial and industrial drones require new, robust wireless network platforms such as FullMAX that can also offer the capability of Fog-computing architectures. Our Platform Solution Ondas was founded in 2006 to develop a new type of radio platform specifically to meet the evolving data needs of large industrial and government customers and markets. These markets are differentiated from consumer markets in that the customers assets are dispersed over very wide and remote geographies with specific challenges to installation, maintenance, and upgrades. These challenges led us to design a new type of software-based radio platform capable of supporting a long useful life to the network hardware. Instead of using dedicated communications chipsets ( ASICs ), which have high development costs and limited upgrade flexibility, we selected powerful programmable embedded general-purpose processors, DSPs, and FPGAs, all of which are software upgradable. Our software defined radio ( SDR ) architecture, with more than 12 years in development and supported by a team of 45 software engineers, allows us to customize almost any aspect of the air interface protocol, the key components of which are patented and have been incorporated into new IEEE wireless standards. The ability to constantly improve customer networks and hosted software applications with flexible, over-the-air software upgrade creates customer stickiness with high switching costs. FullMAX Software: Our FullMAX SDR platform is designed to enable highly secure and reliable industrial-grade connectivity for truly mission-critical applications. An end-to-end FullMAX network consists of connected wireless base stations, fixed and mobile edge radios and supporting technology all enabled by critical software developed and owned by Ondas. The target customers for our products operate in critical infrastructure sectors of the global economy. Private wireless networks are typically the preferred choice of these large industrial customers with business operations spanning large field areas. Private networks provide enhanced protection against cyber terrorism, as well as natural and man-made disasters, and the ability for the operator to maintain and control their desired quality of service. In many of our industrial end markets, the adoption of low-cost Edge computing and increased penetration of smart machinery and sensors is driving demand for higher bandwidth, next-generation networks for IoT applications such as those powered by FullMAX. These new technologies often require Fog-computing capabilities to maximize their utility to customers. The Fog-computing capability integrated in our end-to-end FullMAX SDR platform is valued by our customers and ecosystem partners as they seek to leverage the value of MC-IoT applications for improved safety, efficiency, and profitability. Our IEEE 802.16s compliant equipment is designed to optimize performance of unused or underutilized low frequency licensed radio spectrum and narrower channels. We do this through various patented software algorithms including via spectrum harvesting techniques which aggregate narrowband channels to create increased broadband network capacity. Our channel aggregation algorithms include the ability to aggregate hard to utilize, non-contiguous narrowband channels and are a hallmark feature of a FullMAX broadband system. Consequently, a FullMAX wireless network is significantly less expensive to build compared to traditional LTE and 5G networks given its ability to optimize the performance of lower cost, low frequency radio spectrum and provide much greater coverage and capacity. The critical software algorithms powering our end-to-end FullMAX wireless SDR platform and related Fog-computing architecture have been developed by and are owned by Ondas. FullMAX is an intelligent networking system which integrates core network management systems with edge computing resources including computing hardware and MC-IoT software applications. In the MC-IoT Fog enabled by FullMAX, base stations are enabled with a highly configurable Quality of Service algorithms which coordinate the data traffic within the Fog for both the edge radio and the resident MC-IoT applications. The intelligent base stations control and manage all network resources including the Ondas edge remotes; dynamically allocating bandwidth, prioritizing data packets and managing edge applications. The intelligent software-managed base stations determine whether to process data at the edge, distribute data traffic across the Fog to other edge remote radios or to transport information to the corporate Cloud. Ondas Edge remotes have embedded compute capability and are able to host MC-IoT applications including those from third party vendors via virtualized software systems managed in docker / container architectures and can also manage data from intelligent equipment or sensor networks that interface with the edge remotes in the field. The Ondas software-managed edge remotes offer security via authentication, multi-layer encryption and virtual software firewalls which are requirements for mission-critical data networks. Our FullMAX Software Defined Radio platform: offers a dedicated private network for industrial applications which safeguards critical assets and information and protects against cyberattacks; has frequency agility with the capability to operate in any frequency between 70 MHz and 6 GHz; may be deployed in a wide variety of narrow and broadband channel sizes and can aggregate non-contiguous channels; and implements standard and enhanced versions of the IEEE 802.16 protocol, the new 802.16s amendment, and the planned 802.16t enhancements. FullMAX System: FullMAX base stations and edge radios are deployed by our customers to create wide-area wireless communication networks. A FullMAX network provides end-to-end IP connectivity, allowing critical infrastructure providers to extend their secure corporate networks into the far reaches of their service territories. A FullMAX network also provides more data capacity allowing our customers to transition legacy applications such critical Push-to-Talk Voice operating in legacy LMR networks to Voice over IP data networks which provide network capacity for other data requirements alongside voice. We refer to these networks as Land Mobile Data Radio (LMDR) systems. FullMAX radios can operate at high transmit power (up to 100 watts) at both the base station and edge remote sites providing fixed and mobile data connectivity up to 30 miles from the tower site. This results in up to 2,800 square miles of coverage from a single FullMAX tower compared with the 28 square miles typically supported by other 4G technologies and three-square miles by 5G technologies. This dramatically reduces the infrastructure cost of building and operating a private Fog network. For example, to cover a territory of over 10,000 square miles may require only four FullMAX towers compared with more than 350 typical 4G towers, depending on the topography of the region. We also provide a variety of services associated with the sale of our FullMAX products including network design, RF planning, product training and spectrum consulting. We provide customers with technical support, extended hardware warranties, and software. Our Strategy Our goal is to be a global leader in providing secure wireless connectivity solutions enabling high-bandwidth, mission-critical Industrial Internet applications and services. We intend to leverage our patented FullMAX technology and the IEEE 802.16s standard to achieve this goal. We have adopted a Deep and Wide marketing strategy designed to drive adoption of our mission-critical connectivity solutions into global critical infrastructure end markets. Our strategy is to deeply penetrate the Class 1 Freight Rail, government and aviation markets while continuing the expansion of our distribution and support capabilities alongside ecosystem partners such as Siemens into adjacent vertical end markets such as oil and gas, electric, gas and water utilities and military sectors. The key elements of our growth strategy include the following: Deliver on sales pipeline opportunities; Secure additional marketing partnerships and OEM relationships; Develop new products and features to continuously improve our customer value; and Expand our MC-IoT capabilities via partnerships, joint ventures, or acquisitions. In executing our go-to-market strategy, we intend to monetize our software-based intellectual property and grow revenue and cash flow with embedded FullMAX software sales, Software-as-a-Service ( SaaS ) arrangements, IP royalties based on Ondas software and through additional services provided to customers and ecosystem partners. Customers deploy our connectivity and Fog-computing platform in private networks that designed for lifetimes of 10 15 years or even longer. Our FullMAX platform is software-defined and offers customers flexibility to expand capacity and evolve network utilization. Similarly, our ecosystem partners often integrate our FullMAX software and wireless capability into their own equipment and systems which their customers purchase and deploy are also designed for long lifetimes. As such, we believe our software solutions provide ongoing revenue opportunities and sales models both related to both connectivity value and edge computing capability. Customers and ecosystem partners will require ongoing FullMAX system and security enhancements and for us to design additional features which create opportunities for additional, recurring revenue and profit streams. Our monetization strategies include: Systems sales: Our FullMAX deployments are typically large, mission-critical wide-area networks deployed and privately operated by our industrial and government customers. These end-to-end system deployments involve sales consisting of both base stations and edge radio end points with embedded FullMAX software and network management software and tools. Software and hardware maintenance agreements: Our customers contract for extended software and hardware maintenance which provide them with critical ongoing support for their installed network. These SaaS contracts provide revenue to Ondas in the year following an initial installation. Software maintenance licenses entitle the customer to ongoing software and security upgrades as well as enabling the provision of additional system features. Similarly, hardware maintenance programs provide customers extended equipment warranty terms for an installed network. These SaaS maintenance arrangements allow our customers to continue to maintain a modern, flexible, and upgradeable network over a long period of time. These agreements may extend for multiple years given the long average life of the installed and growing network. Licensing / Royalties: In certain system deployments, our ecosystem partners will choose to embed FullMAX software into their own hardware and software platforms providing Ondas with an ongoing per device multi-year revenue stream. Licensing is an effective way for an ecosystem partner to generate customer activity. Alternatively, a partner may choose to develop software based on our intellectual property generating royalty revenue. Other Services: We provide ancillary services directly related to the sale of our wireless communications products which include wireless network design, systems engineering, radio frequency planning, software configuration, product training, installation, and onsite support. Furthermore, we also provide engineering and product development services to ecosystem partners who are interested in integrating their intelligent equipment with our FullMAX SDR platform and need our expertise to do so. The Siemens Partnership In April 2020, we entered into a strategic partnership with Siemens Mobility, a separately managed company of Siemens AG ( Siemens ), to jointly develop wireless communications products for the North American Rail Industry based on Siemens Advanced Train Control System ( ATCS ) protocol and our MC-IoT platform, for availability in the second half of 2020. These dual-mode ATCS/MC-IoT radio systems will support Siemens extensive installed base of ATCS radios as well as offer Siemens customers the ability to support a host of new advanced rail applications utilizing our MC-IoT wireless system. These new applications, including Advanced Grade Crossing Activation and Monitoring, Wayside Inspection, Railcar Monitoring and support for next generation signaling and train control systems, are designed to increase railroad productivity, reduce costs and improve safety. The new ATCS-compatible products will be introduced in two phases, including a field-selectable ATCS or MC-IoT remote radio available in the fourth quarter of 2020. Furthermore, Siemens has begun to market and sell Siemens-branded MC-IoT wireless systems based on our technology platforms. The North American Rail Network is vast in scale, consisting of 140,000 miles of track, 25,000 locomotives, and 1.6 million railcars. Within this large footprint, we believe there are 200,000 highway crossings, with at least 65,000 of the crossings equipped with electronic systems today, a number which is expected to increase in the coming years. A significant portion of the communications infrastructure has been in operation for more than 20 years and now requires a technological upgrade to support new applications and increased capacity requirements. Our MC-IoT platform offers an excellent migration path for these applications. The Class I Railroads value the ability of the Ondas frequency-agnostic SDR architecture to enable a substantial capacity increase utilizing the railroad s existing wireless infrastructure and dedicated Federal Communications Commission ( FCC ) licensed radio frequencies, as well as the flexibility to adapt to and take advantage of future changes in spectrum availability. We believe the Siemens partnership validates our wireless connectivity solutions and will accelerate the adoption of our wireless technology in the North American Class I Railroad market. We believe Siemens has both the sales and marketing reach and support to drive our technology to wide scale acceptance. Siemens also brings Ondas access to the North American transit market where our technology has broad potential. In addition to our strategic partnership with Siemens Mobility, we expect to establish additional formal sales and marketing partnerships and OEM relationships with other leading Tier 1 vendors of industrial equipment in 2020. The Market for Our Products Our FullMAX system of Software Defined Radios, base stations, fixed and mobile edge radios and supporting technology is designed to enable highly secure and reliable Industrial-grade connectivity for truly mission-critical applications. We offer a range of products with different options for narrowband and broadband applications. Our SDR platforms offer unmatched flexibility with respect to the radio frequencies in which they operate (ranging from 70 MHz to 6 GHz) and channel size configurations (ranging from 12.5 kHz to 10 MHz). The global end markets for our MC-IoT solutions are established, large, and we believe, poised to grow rapidly given the key role connectivity will play in next generation IoT-type applications. Firms like Cisco Systems, Inc. and Gartner, Inc. forecast that there will be billions of connected IoT devices installed by year end 2020; many of which will be deployed for industrial applications. Dell Oro Group, Inc. estimates that Wide Area IoT spending, including low power WAN deployments with which we compete, will reach $33.0 billion for carriers and infrastructure vendors by 2022, growing approximately 2.5Xs from 2017. In many of our industrial end markets, we believe the adoption of low-cost edge computing and increased penetration of smart machinery is driving demand for next-generation networks for IoT applications such as those powered by FullMAX. Demand for edge computing solutions is growing rapidly and adopting edge computing applications can help our customers run their businesses more efficiently, profitably, and safely. According to MarketsandMarkets the market for global edge computing solutions is expected to grow over 34% per year from $3.6 billion in 2020 to $15.7 billion by 2025. Ondas is leveraging its industry expertise and FullMAX connectivity and Fog-computing platform to develop an enhanced range of products to capitalize on this expanding opportunity with the goal of becoming the leading supplier of private industrial networks. According to research firm MarketsandMarkets, worldwide spending on communications by the electric utility sector is estimated to grow over 15% per year and is expected to reach $15.4 billion annually by 2021. This growth is being driven by distributed and renewable power generation projects and regulatory requirements for secure and reliable power generation and distribution as the industry deals with aging infrastructure. Market forecasts for oil and gas producers, water and wastewater utilities, homeland security, transportation and other critical infrastructure segments are similarly large. According to Market Reports World, the global LMR market is expected to reach $32.2 billion by 2027. In oil and gas, MarketsandMarkets forecasts that spending on oilfield communications will reach $4.5 billion by 2022, which would represent an annual growth of 7.9% from today. In addition, the U.S. Railroad sector is expected to spend over $10.0 billion in aggregate by 2020 to fully implement Positive Train Control ( PTC ) safety functions as required by Federal regulations according to the American Association of Railroads. We estimate the addressable market for our FullMAX solution with the North American Class 1 Railroads is over $1.5 billion. Our innovative, standards-based FullMAX system offers Unmanned Aircraft Systems ( UAS ) operators and users a high-performing, cost-effective solution for reliable command and control of drones. The end market opportunity for UAS network solutions is large and rapidly growing. According to analysts at Barclays Capital, spending on commercial drones will rise more than 10-fold over five years from $4 billion to nearly $43 billion in 2024. The U.S. Federal Aviation Administration ( FAA ) raised its forecast in 2019 and now expects over 450,000 commercial drones flying in the U.S. by 2022, a four-fold increase from 2017. Improvements in drone navigation capability allowing for the safe command and control of industrial UAS beyond visual line of sight ( BVLOS ) will be a key enabler driving the growth of the UAS market. Industrial UAS applications offer significant value to our core critical infrastructure markets and the economy at large, which supports the growth outlook for this market. In addition to broad use by government agencies and agriculture markets, utilities, railroads, and oil and gas industries are actively evaluating, or are in the process of incorporating, the extensive use of drones into their business operations. These critical infrastructure sectors can realize substantial savings and improved reliability in operations from deploying drones to monitor and inspect their remote infrastructure and assets. Recent Developments Reverse Stock Split On November 3, 2020, the Board of Directors of the Company approved a 1-for-3 reverse stock split of the Company s authorized and outstanding common stock, effective November 13, 2020 at 5:31 p.m. Eastern Time (the Reverse Stock Split ). No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share. Immediately after the Reverse Stock Split, the Company had 116,666,667 shares of authorized common stock and 19,796,154 shares of issued and outstanding common stock. The Company s common stock commenced trading on a post-split basis on the morning of November 16, 2020. Historical financial information contained in this prospectus, including the financial statements and accompanying notes, the Management s Discussion and Analysis of Financial Condition and Results of Operations, and the Summary Financial Data, have been recast to give effect to the Reverse Stock Split. Appointment of Director On November 13, 2020, the Board of Directors of the Company increased the size of the Board of Directors from six to seven members and appointed Randall P. Seidl as an independent director, effective November 16, 2020. Risks Related to Our Business Investing in our common stock involves substantial risk. You should carefully consider all of the information in this prospectus before investing in our common stock, including the risks related to this offering and our common stock, our business and industry, our intellectual property, our financial results, and our need for financing, each as described under the section titled Risk Factors and elsewhere in this prospectus. Risks in investing in our common stock include but are not limited to: We have incurred significant operating losses since inception and cannot assure you that we will ever achieve or sustain profitability. The IEEE 802.16s wireless broadband standard is newly published and adoption of this standard by customers in our target critical infrastructure sectors is uncertain. Our growth depends in part on the success of our strategic partnerships with third parties such as Siemens Mobility as well as on our ability to establish a broad range of additional ecosystem relationships with leading global industrial vendors. Any outbreak or worsening of an outbreak of contagious diseases, or other adverse public health developments, could have a material and adverse effect on our business operations, financial condition and results of operations. We do not control certain aspects of the manufacture of our product, including the supply of key components used to build our products and we also depend on a limited number of manufacturers. We may not be able to generate sufficient cash to service our indebtedness, which currently consists of the secured loans with Steward Capital Holdings, LP ( Steward Capital ). If we do not obtain additional capital to fund our growth, operations, and obligations, our growth may be limited. The Reverse Stock Split may not result in a proportional increase in the per share price of our common stock. We have limited trading activity and a result, the price of our common stock might fluctuate significantly and you could lose all or part of your investment. There is a limited market for our securities, which may make it more difficult to dispose of our securities and we may fail to sustain trading on Nasdaq, which could make it more difficult for investors to sell their shares. We are an emerging growth company and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our common stock may be less attractive to investors. Implications of Being an Emerging Growth Company We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. We will remain an emerging growth company until the earlier of (1) December 31, 2021, (2) the last day of the fiscal year in which we have total annual gross revenue of at least $1.07 billion, (3) the last day of the fiscal year in which we are deemed to be a large accelerated filer as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such fiscal year or (4) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company, we may present only two years of audited financial statements, plus unaudited condensed financial statements for any interim period, and related management s discussion and analysis of financial condition and results of operations in this prospectus; we may avail ourselves of the exemption from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley; we may provide reduced disclosure about our executive compensation arrangements; and we may not require stockholder non-binding advisory votes on executive compensation or golden parachute arrangements. In addition, under the JOBS Act, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this extended transition period, and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. We are also a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and have elected to take advantage of certain of the scaled disclosure available to smaller reporting companies. Corporate History Ondas Holdings Inc. was originally incorporated in Nevada on December 22, 2014 under the name Zev Ventures Incorporated. On September 28, 2018, we consummated a reverse acquisition transaction to acquire a privately-held company, Ondas Networks Inc., and changed our name from Zev Ventures Incorporated to Ondas Holdings Inc. As a result, Ondas Networks Inc. became our wholly-owned subsidiary. We refer to this transaction as the Acquisition. In connection with the closing of the Acquisition, we discontinued the prior business of Zev Ventures as a reseller of sporting and concert tickets and our sole business became that of Ondas Networks. Ondas Networks was originally incorporated in Delaware on February 16, 2006 under the name Full Spectrum Inc. On August 10, 2018, the name was changed to Ondas Networks Inc. Corporate Information Our principal executive offices are located at 165 Gibraltar Court, Sunnyvale, California 94089 and our telephone number is (888) 350-9994. We maintain a website at www.ondas.com, to which we regularly post copies of our press releases as well as additional information about us. Our filings with the Securities and Exchange Commission, or SEC, will be available free of charge through the website as soon as reasonably practicable after being electronically filed with or furnished to the SEC. Information contained on, or accessible through, our website does not constitute a part of this prospectus or our other filings with the SEC, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase shares of our common stock. All brand names or trademarks appearing in this prospectus are the property of their respective holders. Use or display by us of other parties trademarks, trade dress, or products in this prospectus is not intended to, and does not, imply a relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owners. THE OFFERING Common stock offered by us: shares (or approximately shares if the underwriters exercise their option to purchase additional shares in full). Common stock to be outstanding after this offering: shares (or approximately shares if the underwriters exercise their option to purchase additional shares in full). Option to purchase additional shares: The underwriters have an option within 30 days of the date of this prospectus to purchase up to an additional $4,500,000 of shares of our common stock for the purpose of covering over-allotments. Use of proceeds: We estimate that the net proceeds from this offering will be approximately $27,100,000 (or approximately $31,285,000 if the underwriters exercise their over-allotment option in full), after deducting underwriting discounts and commissions and the estimated offering expenses payable by us. We intend to use the net proceeds of this offering: (1) to continue research and development of future configurations of our FullMAX platform; (2) to build product inventory and support expected
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ONEW_onewater_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ONEW_onewater_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ONEW_onewater_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/OPTT_ocean_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/OPTT_ocean_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/OPTT_ocean_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ORGO_organogene_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ORGO_organogene_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c6ec6b2da16b2b3ed8cc329e3f25abafceabdd22
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ORGO_organogene_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read the following summary together with the more detailed information appearing in this prospectus, including our financial statements and related notes, and the information set forth under the sections titled Risk Factors, Cautionary Note Regarding Forward-Looking Statements and Management s Discussion and Analysis of Financial Condition and Results of Operations before making an investment decision. Unless the context otherwise requires, the terms Organogenesis, ORGO, our company, we, us and our in this prospectus refer to Organogenesis Holdings Inc. and its subsidiaries. Overview Organogenesis is a leading regenerative medicine company focused on the development, manufacture and commercialization of solutions for the Advanced Wound Care and Surgical & Sports Medicine markets. Our products have been shown through clinical and scientific studies to support and in some cases accelerate tissue healing and improve patient outcomes. We are advancing the standard of care in each phase of the healing process through multiple breakthroughs in tissue engineering and cell therapy. Our solutions address large and growing markets driven by aging demographics and increases in comorbidities such as diabetes, obesity, cardiovascular and peripheral vascular disease and smoking. We offer our differentiated products and in-house customer support to a wide range of health care customers including hospitals, wound care centers, government facilities, ambulatory service centers ( ASCs ) and physician offices. Our mission is to provide integrated healing solutions that substantially improve medical outcomes and the lives of patients while lowering the overall cost of care. We offer a comprehensive portfolio of products in the markets we serve that address patient needs across the continuum of care. We have and intend to continue to generate data from clinical trials, real-world outcomes and health economics research that validate the clinical efficacy and value proposition offered by our products. Several of our existing and pipeline products in our portfolio have PMA approval, BLA approval or 510(k) clearance from the FDA. Given the extensive time and cost required to conduct clinical trials and receive FDA approvals, we believe that our data and regulatory approvals provide us a strong competitive advantage. Our product development expertise and multiple technology platforms provide a robust product pipeline, which we believe will drive future growth. In the Advanced Wound Care market, we focus on the development and commercialization of advanced wound care products for the treatment of chronic and acute wounds, primarily in the outpatient setting. We have a comprehensive portfolio of regenerative medicine products, capable of supporting patients from early in the wound healing process through to wound closure regardless of wound type. Our Advanced Wound Care products include Apligraf for the treatment of VLUs and DFUs; Dermagraft for the treatment of DFUs; PuraPly AM to address biofilm across a broad variety of wound types; and Affinity and NuShield to address a variety of wound sizes and types. We have a highly trained and specialized direct wound care sales force paired with exceptional customer support services. In the Surgical & Sports Medicine market, we focus on products that support the healing of musculoskeletal injuries, including degenerative conditions such as OA and tendonitis. We are leveraging our regenerative Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated November 10, 2020 PROSPECTUS 17,500,000 Shares Class A Common Stock We are offering 17,500,000 shares of our Class A common stock. Our Class A common stock is listed on the Nasdaq Capital Market under the symbol ORGO. On November 9, 2020, the last reported sale price of our Class A common stock was $4.15 per share. Investing in our Class A common stock involves a high degree of risk. See Risk Factors beginning on page 12 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to us $ $ (1) See Underwriting for a description of compensation payable to the underwriters and other fees payable in connection with this offering. Delivery of the shares of Class A common stock in this offering is expected to be made on or about , 2020. We have granted the underwriters an option for a period of 30 days to purchase up to 2,625,000 shares of our Class A common stock from us at the public offering price, less the underwriting discounts and commissions. Joint Book-Running Managers Morgan Stanley SVB Leerink Co-Managers BTIG Oppenheimer & Co. The date of this prospectus is , 2020. Table of Contents medicine capabilities in this attractive, adjacent market. Our Surgical & Sports Medicine products include ReNu for in-office joint and tendon applications; NuCel for bony fusion in the spine and extremities; NuShield and Affinity for surgical application in targeted soft tissue repairs; and PuraPly AM for surgical treatment of open wounds. We currently sell these products through independent agencies and our growing direct sales force. On December 10, 2018, Avista Healthcare Public Acquisition Corp., our predecessor company ( AHPAC ), consummated the previously announced business combination (the Business Combination ) pursuant to that certain Agreement and Plan of Merger, dated as of August 17, 2018 (as amended, the Avista Merger Agreement ), by and among AHPAC, Avista Healthcare Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of AHPAC ( Avista Merger Sub ) and Organogenesis Inc., a Delaware corporation. As a result of the Business Combination and the other transactions contemplated by the Avista Merger Agreement, Avista Merger Sub merged with and into Organogenesis Inc., with Organogenesis Inc. surviving the merger (the Avista Merger ). In addition, in connection with the Business Combination, AHPAC redomesticated as a Delaware corporation (the Domestication ). After the Domestication, AHPAC changed its name to Organogenesis Holdings Inc. As a result of the Avista Merger, Organogenesis Inc. became a wholly-owned direct subsidiary of Organogenesis Holdings Inc. As of September 30, 2020, we had approximately 900 full-time employees worldwide. For the nine months ended September 30, 2020, we generated $231.5 million of net revenue and had $0.5 million of net loss compared to $186.3 million of net revenue and $36.1 million of net loss for the nine months ended September 30, 2019. For the year ended December 31, 2019, we generated net revenue of $261.0 million and had a net loss of $40.5 million as compared to net revenue of $193.4 million and a net loss of $64.8 million for the year ended December 31, 2018. Competitive Strengths We believe we have several unique strengths that have been instrumental to our success and position us well for future growth: Leader in Regenerative Medicine Technology with Strong Brand Recognition. Given our extensive history in regenerative medicine, we have strong brand recognition and market-leading positions across our portfolio, which includes flagship products Apligraf, Dermagraft and PuraPly AM, as well as our amniotic products NuCel, NuShield, ReNu and Affinity. Organogenesis is well recognized as an innovator that has advanced the science of regenerative medicine, as well as the methodology to manufacture living technology at large commercial scale and ship it worldwide. We first entered the market in 1998 with Apligraf, which is still considered one of the major breakthroughs of the Company in the regenerative medicine market, and a leader in the VLU market. In addition, our product, Dermagraft, has been on the market for over 15 years and is a well-known brand in the global regenerative medicine market. NuTech Medical has an established track record in the regenerative medicine category of the Surgical & Sports Medicine market and its products have a strong presence in this market. Well-Positioned in Large, Attractive and Growing Global Markets Advanced Wound Care and Surgical & Sports Medicine. We believe both markets will continue to see accelerated growth given favorable global demographics that include an aging population and a greater incidence of comorbidities such as diabetes, obesity, and cardiovascular and peripheral vascular disease and smoking. We believe there is growing adoption of regenerative medicine products by the physician community due to their clinical superiority and cost effectiveness for all major stakeholders compared to traditional products. Comprehensive Suite of Products to Address the Clinical and Economic Needs of Wound Care Patients and Providers. Our comprehensive portfolio of wound care products allows physicians to personalize solutions to meet the needs of individual wound care patients. We engage with the Table of Contents TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ORIC_oric_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ORIC_oric_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6fd1b31a26ec10bc1fd1e216e073634da63e7929
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ORIC_oric_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/OTLK_outlook_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/OTLK_outlook_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ac9d8c898c71d97a5efa744690287565ab3bffe4
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/OTLK_outlook_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary does not contain all of the information you should consider before investing in our securities. You should read this entire prospectus carefully, including the risks of investing in our securities discuss under the heading "Risk Factors" beginning on page 4 of this prospectus and under similar headings in the documents incorporated by reference herein. Overview We are a late clinical-stage biopharmaceutical company working to develop the first ophthalmic formulation of bevacizumab approved by the U.S. Food and Drug Administration, or FDA, for use in retinal indications. Our goal is to launch the first and only approved bevacizumab in the United States, Europe, Japan and other markets for the treatment of wet age-related macular degeneration, or wet AMD, diabetic macular edema, or DME, and branch retinal vein occlusion, or BRVO. ONS-5010 (LYTENAVA (bevacizumab-vikg)) is an investigational ophthalmic formulation of bevacizumab under development to be administered as an intravitreal injection for the treatment of wet AMD and other retinal diseases. Bevacizumab is a full-length, humanized anti-VEGF (Vascular Endothelial Growth Factor) recombinant monoclonal antibody, or mAb, that inhibits VEGF and associated angiogenic activity. The study design for our Phase 3 clinical program to evaluate ONS-5010 as an ophthalmic formulation of bevacizumab was reviewed at an end of Phase 2 meeting with the FDA in April 2018, and we filed our investigational new drug application with the FDA in the first quarter of calendar 2019. Our Phase 3 program for ONS-5010 in wet AMD involves two clinical trials, which we refer to as NORSE 1 and NORSE 2, evaluating ONS-5010 against ranibizumab (LUCENTIS). Enrollment in the NORSE 1 study is complete with 61 patients enrolled, all in Australia. The endpoint for NORSE 1 is the difference in mean change from baseline in visual acuity at 11 months for ONS-5010 dosed on a monthly basis compared to LUCENTIS dosed using the alternative PIER clinical trial dosing regimen of three-monthly doses followed by quarterly dosing. While not designed as a pivotal study, NORSE 1 is one of two studies agreed upon with the FDA in April 2018 and will provide initial safety and efficacy data relating to ONS-5010 in wet AMD patients. We expect to report top line data from NORSE 1 in August 2020. The NORSE 2 study began enrolling wet AMD patients in July 2019. NORSE 2 is expected to enroll a total of at least 220 patients and is being conducted in the United States. The primary endpoint for NORSE 2 is the difference in proportion of participants who gain at least 15 letters in the best corrected visual acuity, or BCVA, at 11 months for ONS-5010 dosed on a monthly basis compared to LUCENTIS dosed using the alternative PIER clinical trial dosing regimen. Enrollment in NORSE 2 is scheduled to be completed no later than the end of May 2020, but we are currently assessing the potential impact of the COVID-19 outbreak on NORSE 2 enrollment, if any. In addition, we have received agreements from the FDA on three Special Protocol Assessments, or SPAs, for three additional registration clinical trials for our ongoing Phase 3 program for ONS-5010. These SPAs cover the protocols for NORSE 4, a registration clinical trial to treat branch retinal vein occlusion, or BRVO, and NORSE 5 and NORSE 6, two registration clinical trials to treat DME. Currently, the cancer drug Avastin (bevacizumab) is used off-label for the treatment of wet AMD and other retinal diseases such as DME and BRVO even though Avastin has not been approved by regulatory authorities for use in these diseases. If the ONS-5010 clinical program is successful, it will support our plans to submit for regulatory approval in multiple markets in 2021 including the United States, Europe and Japan, as well as other markets. Because there are no approved bevacizumab products for the treatment of retinal diseases in such major markets, we are developing ONS-5010 as a standard Biologics License Application and not using the biosimilar drug development pathway that would be required if Avastin were an approved drug for the targeted diseases. If approved, we believe ONS-5010 has potential to mitigate risks associated with off-label use of bevacizumab. Off-label use of bevacizumab is currently estimated to account for at least 50% of all wet AMD prescriptions in the United States. The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and the selling stockholders are not soliciting offers to buy these securities, in any state where the offer or sale of these securities is not permitted. SUBJECT TO COMPLETION, DATED APRIL 8, 2020 PROSPECTUS 4,331,103 Shares of Common Stock This prospectus relates to the resale by the selling stockholders identified in this prospectus of up to 4,331,103 shares of our common stock that are issuable upon the exercise of certain outstanding warrants, or the warrants, to purchase shares of our common stock, or the warrant shares. We are not selling any shares of common stock and will not receive any proceeds from the sale of the warrant shares by the selling stockholders under this prospectus. Upon the exercise of the warrants for all 4,331,103 shares of our common stock by payment of cash, however, we will receive aggregate gross proceeds of approximately $4.3 million. We have agreed to bear all of the expenses incurred in connection with the registration of these warrant shares. The selling stockholders will pay or assume brokerage commissions and similar charges, if any, incurred for the sale of the warrant shares. The selling stockholders identified in this prospectus may offer the shares from time to time through public or private transactions at fixed prices, at prevailing market prices, at varying prices determined at the time of sale, or at privately negotiated prices. We provide more information about how the selling stockholders may sell their shares of common stock in the section titled "Plan of Distribution" beginning on page 9 of this prospectus. We will not be paying any underwriting discounts or commissions in connection with any offering of warrant shares under this prospectus. Our common stock is listed on The Nasdaq Capital Market under the ticker symbol "OTLK." On April 6, 2020, the last reported sale price per share of our common stock was $0.57 per share. You should read this prospectus, together with additional information described under the headings "Incorporation of Certain Information by Reference" and "Where You Can Find More Information," carefully before you invest in any of our securities. We are an "emerging growth company" under the federal securities laws and are subject to reduced public company reporting requirements for this prospectus and future filings. Investing in our securities involves a high degree of risk. See "Risk Factors" on page 4 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2020. Risks Associated with our Business Our business is subject to numerous risks, as described under the heading "Risk Factors" contained herein, and under similar headings in the documents that are incorporated by reference into this prospectus. Additional Information For additional information related to our business and operations, please refer to the reports incorporated herein by reference, including our Annual Report on Form 10-K for the year ended September 30, 2019 as filed with the SEC on December 19, 2019, our Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 as filed with the SEC on February 14, 2020 and our other Quarterly Reports and our Current Reports on Form 8-K as filed with the SEC, as described in the section titled "Incorporation of Certain Information by Reference." Implications of Being an Emerging Growth Company We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, enacted in April 2012. For so long as we remain an emerging growth company, we are permitted and intend to rely on certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an emerging growth company. We will remain an emerging growth company until the earlier of (1) September 30, 2021 (the last day of the fiscal year in which the fifth anniversary of our initial public offering occurs), (2) the last day of the fiscal year in which we have total annual gross revenue of at least $1.07 billion, (3) the last day of the fiscal year in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (4) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We may choose to take advantage of some or all of these available exemptions and we have taken advantage of some reduced reporting requirements in our public filings. Accordingly, the information that we provide stockholders may be different than the information you receive from other public companies in which you hold stock. Company Information We initially incorporated in January 2010 in New Jersey, in October 2015, reincorporated in Delaware by merging with and into a Delaware corporation, changed our name to Outlook Therapeutics, Inc. in November 2018. Our headquarters are located at 7 Clarke Drive, Cranbury, New Jersey, 08512, and our telephone number at that location is (609) 619-3990. Our website address is www.outlooktherapeutics.com. The information contained on, or that can be accessed through, our website is not part of, and is not incorporated by reference into this prospectus and should not be considered to be part of this prospectus. The Offering The selling stockholders identified under the section titled "Selling Stockholders," or the selling stockholders, may offer and sell up to 4,331,103 shares of our common stock. Our common stock is currently listed on The Nasdaq Capital Market under the symbol "OTLK." Shares of common stock that may be offered under this prospectus will be fully paid and non-assessable. We will not receive any of the proceeds of sales by the selling stockholders of any of the common stock covered by this prospectus. Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the selling stockholders for offer and sale, we are referring to the shares of common stock issuable upon exercise of the warrants sold to the selling stockholders, as described below under the section titled "Selling Stockholders."
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/PCVX_vaxcyte_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/PCVX_vaxcyte_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..dd43f7204e8a11d76108b27c4337e16e9b072604
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/PCVX_vaxcyte_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections entitled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Our fiscal year ends on December 31. Unless the context otherwise requires, all references in this prospectus to we, us, our, our company and Vaxcyte refer to Vaxcyte, Inc. Overview We are a next-generation vaccine company seeking to improve global health by developing superior and novel vaccines designed to prevent or treat some of the most common and deadly infectious diseases worldwide. Our cell-free protein synthesis platform enables us to design and produce protein carriers and antigens, the critical building blocks of vaccines, in ways that we believe conventional vaccine technologies currently cannot. Our pipeline includes pneumococcal conjugate vaccine, or PCV, candidates that we believe are the most broad-spectrum PCV candidates currently in development, targeting the $7 billion global pneumococcal vaccine market. Our lead vaccine candidate, VAX-24, is a 24-valent investigational PCV that we expect to advance into clinical trials in the second half of 2021. Our cell-free protein synthesis platform, which is comprised of the XpressCF platform exclusively licensed from Sutro Biopharma, Inc., or Sutro Biopharma, and our proprietary know-how, offers several advantages over conventional cell-based protein expression methods, which we believe enable us to generate superior, novel, more broad-spectrum and/or more immunogenic vaccines. In the context of conjugate vaccines, we believe we can add more antigenic strains without compromising the overall immune response. In particular, our ability to specify the attachment point of antigens, including polysaccharides, on protein carriers represents a significant improvement over the random conjugation that occurs with conventional technologies. This site-specific conjugation is designed to ensure that B-cell and/or T-cell epitopes are optimally exposed, maximizing the immune response, whereas random conjugation blocks these critical immunogenic epitopes, dampening the immune response and causing a phenomenon known as carrier suppression. We believe this precise control of conjugation chemistry enables us to design broader-spectrum conjugate vaccine candidates using carrier-sparing conjugates that use less protein carrier without sacrificing immunogenicity. We are also able to design novel conjugate vaccine candidates using standard amounts of protein carrier to generate heightened immunogenicity. Beyond conjugate vaccines, we believe we can also design novel protein vaccine candidates based on well-appreciated but highly complex antigens that currently cannot be made with conventional technologies to address diseases for which there are no available vaccines. The global vaccine market was $36 billion in 2018 and is expected to grow at an 8% compound annual growth rate, or CAGR, to approximately $58 billion by 2025. The global pneumococcal vaccine market has grown rapidly over the last two decades, reaching $7 billion in sales in 2019, and is expected to grow to $10 billion by 2025. The two leading pneumococcal vaccine franchises, Pneumovax and Prevnar, have generated over $100 billion in combined sales and have been on the market for over 40 years and 20 years, respectively. The major types of pneumococcal disease are pneumonia (lung infection), bacteremia (bloodstream infection) and meningitis (infection of the tissue surrounding the brain and spinal cord). According to the American Thoracic Society, pneumonia is the world s leading cause of death among children under five years of age, accounting for 16% of all deaths in the age group. Pneumonia is also the most common cause of unplanned hospitalization in the United States and affects both children and adults. There are currently more than 90 circulating strains of pneumococcus, of which approximately one-third are known to be pathogenic. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated June 8, 2020 PROSPECTUS 14,000,000 Shares Common Stock This is an initial public offering of shares of common stock of Vaxcyte, Inc., formerly known as SutroVax, Inc. We are selling 14,000,000 shares of our common stock. We expect the public offering price to be between $14.00 and $16.00 per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares will trade on the Nasdaq Global Market under the symbol PCVX. We are an emerging growth company as defined under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. Investing in our common stock involves risks that are described in the Risk Factors section beginning on page 12 of this prospectus. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $ (1) See the section entitled Underwriting for additional information regarding compensation payable to the underwriters. To the extent the underwriters sell more than 14,000,000 shares of common stock, the underwriters have the option to purchase up to an additional 2,100,000 shares of common stock from us at the initial public offering price less the underwriting discounts and commissions. Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares to purchasers on or about , 2020. BofA Securities Jefferies Evercore ISI Cantor Needham & Company Prospectus dated , 2020 Table of Contents The current vaccine standard of care for pneumococcal disease includes the combination of Merck s Pneumovax 23 and Pfizer s Prevnar 13 for adults, and Pfizer s Prevnar 13 for infants. Pneumovax 23 is a polysaccharide vaccine that protects against 23 strains of pneumococcus but is not thought to protect against pneumonia and provides only transient protection against bacteremia in adults, and is not effective in children under two years of age. Prevnar 13 is a PCV that protects against only 13 strains of pneumococcus but offers significantly better immunogenicity, protects against pneumonia and is suitable for both adults and infants. Routine immunization with PCVs has been effective in dramatically lowering the incidence of invasive pneumococcal disease, or IPD, in both adults and children in the United States and other industrialized nations. However, due to a phenomenon called serotype replacement, strains that are not covered by existing vaccines are increasing in prevalence. In 2016, over 75% of IPD incidence in both children and adults was caused by strains beyond the 13 strains covered by Prevnar 13. Efforts to improve upon current standard of care vaccines center around expanding the valency of PCVs to address the strains driving residual pneumococcal disease. However, limitations due to conventional conjugation chemistry and carrier suppression have complicated those efforts, and there remains a growing need for broader-spectrum PCVs, as evidenced by the fact that despite Prevnar 13 s superior immunogenicity profile, Pneumovax 23 remains universally recommended in adults, given its broader-spectrum coverage. The U.S. Centers for Disease Control, or CDC, its Advisory Committee on Immunization Practices, or ACIP, and similar international advisory bodies develop vaccine recommendations for both children and adults. New pediatric vaccines that receive ACIP preferred recommendations are almost universally adopted, and adult vaccines that receive a preferred recommendation are widely adopted. We believe that our PCVs will be well-positioned to obtain these preferred recommendations, by virtue of their broader spectrum, which could drive rapid and significant market adoption. Although we believe that our vaccine candidates have the potential to be widely adopted, we have not received regulatory approval for any of our vaccine candidates, and in order to obtain regulatory approval and commercialize our vaccine candidates, the U.S. Food and Drug Administration, or FDA, European Medicines Agency, or EMA, or other regulatory agencies will need to determine that our vaccine candidates are safe and effective. Obtaining such approval will require that we successfully complete additional studies and there can be no assurance that the results of such studies will be similar to our earlier studies. As such, we may not obtain regulatory approval for any of our vaccine candidates, and competing vaccines may ultimately reach the market faster or have more favorable safety and efficacy profiles than our vaccine candidates. Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/PHAR_pharming_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/PHAR_pharming_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/PHAR_pharming_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/PHBI_pharmagree_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/PHBI_pharmagree_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..21d2632f22e6646a54b92441f013a24056211068
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/PHBI_pharmagree_prospectus_summary.txt
@@ -0,0 +1 @@
+intellectual property, or if we are unable to effectively enforce our intellectual property rights, our competitiveness could be impaired, which would limit our growth and future revenue. We may also find it necessary to bring infringement or other actions against third parties to seek to protect our intellectual property rights. Litigation of this nature, even if successful, is often expensive and time-consuming to prosecute and there can be no assurance that we will have the financial or other resources to enforce our rights or be able to enforce our rights or prevent other parties from developing similar technology or designing around our intellectual property. Although we believe that our technology does not and will not infringe upon the patents or violate the proprietary rights of others, it is possible such infringement or violation has occurred or may occur, which could have a material adverse effect on our business. We are not aware of any infringement by us of any person s or entity s intellectual property rights. In the event that products we sell are deemed to infringe upon the patents or proprietary rights of others, we could be required to modify our products, obtain a license for the manufacture and/or sale of such products, or cease selling such products. In such event, there can be no assurance that we would be able to do so in a timely manner, upon acceptable terms and conditions, or at all, and the failure to do any of the foregoing could have a material adverse effect upon our business. There can be no assurance that we will have the financial or other resources necessary to enforce or defend a patent infringement or proprietary rights violation action. If our products or proposed products are deemed to infringe or likely to infringe upon the patents or proprietary rights of others, we could be subject to injunctive relief and, under certain circumstances, become liable for damages, which could also have a material adverse effect on our business and our financial condition. Our trade secrets may be difficult to protect. Our success depends upon the skills, knowledge, and experience of our scientific and technical personnel, our consultants and advisors, as well as our licensors and contractors. Because we operate in several highly competitive industries, we rely in part on trade secrets to protect our proprietary technology and processes. However, trade secrets are difficult to protect. We enter into confidentiality or non-disclosure agreements with our corporate partners, employees, and consultants, outside scientific collaborators, developers, and other advisors. These agreements generally require that the receiving party keep confidential and not disclose to third parties confidential information developed by the receiving party or made known to the receiving party by us during the course of the receiving party s relationship with us. These agreements also generally provide that inventions conceived by the receiving party in the course of rendering services to us will be our exclusive property, and we enter into assignment agreements to perfect our rights. These confidentiality, inventions, and assignment agreements may be breached and may not effectively assign intellectual property rights to us. Our trade secrets also could be independently discovered by competitors, in which case we would not be able to prevent the use of such trade secrets by our competitors. The enforcement of a claim alleging that a party illegally obtained and was using our trade secrets could be difficult, expensive, and time consuming and the outcome would be unpredictable. In addition, courts outside the United States may be less willing to protect trade secrets. The failure to obtain or maintain meaningful trade secret protection could adversely affect our competitive position. Our current business relies heavily upon our key employee Mr. Peter Wojcik. We have been heavily dependent upon the expertise and management of Mr. Peter Wojcik, our Chief Executive Officer and President, and our future performance will depend upon his continued services. The loss of Mr. Wojcik s services could seriously interrupt our business operations, and could have a very negative impact on our ability to fulfill our business plan and to carry out our existing development stag operations. The company currently does not maintain key man life insurance for Mr. Wojcik. There can be no assurance that a suitable replacement could be found for him upon retirement, resignation, or upon his death or inability to act on our behalf. The limited public company experience of our two officers could adversely impact our ability to comply with the reporting requirements of U.S. securities laws. Our two officers and Directors Peter Wojcik of Pharmagreen and Terry Kwan of WFS Pharmagreen Inc. (wholly owned subsidiary of Pharmagreen Biotech Inc.) have limited public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our senior management has never had sole responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our two officers and directors management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including the establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company. Our business, financial condition, results of operations and cash flows have been, and may in the future be, negatively impacted by challenging global economic conditions. The recent global economic slowdown has caused disruptions and extreme volatility in global financial markets, increased rates of default and bankruptcy, and declining consumer and business confidence, which has led to decreased levels of consumer spending. These macroeconomic developments have and could continue to negatively impact our business, which depends on the general economic environment and levels of consumer spending. As a result, we may not be able to maintain our existing customers or attract new customers, or we may be forced to reduce the price of our products. We are unable to predict the likelihood of the occurrence, duration or severity of such disruptions in the credit and financial markets and adverse global economic conditions. Any general or market-specific economic downturn could have a material adverse effect on our business, financial condition, results of operations, and cash flows. Our future success depends on our ability to attract, retain, and motivate qualified personnel. Our future success largely depends upon our continuing ability to attract and retain highly qualified personnel as our business grows. There can be no assurance that we will be able to attract or retain highly qualified personnel. We face significant competition for skilled personnel in our industry. This competition may make it more difficult and expensive to attract, hire, and retain qualified managers and employees. Because of these factors, we may not be able to effectively manage or grow our business, which could adversely affect our financial condition or business. As a result, the value of your investment could be significantly reduced or completely lost. Our success depends, in part, on attracting customers to use our planned services, and if these customers do not adopt our services, then our revenue will be severely limited. Acceptance of our proposed biotech complex services will depend on several factors, including their cost, ease of use, familiarity of use, convenience, timeliness, and reliability. If we fail to identify and meet our customers needs and expectations adequately, our services may not be competitive and our ability to generate revenues may be compromised. We also cannot ensure that our business model will gain wide acceptance among our targeted customers. If the anticipated market for our services collapses, fails to develop, or develops more slowly than we expect, our ability to achieve or to continue generating revenues could be reduced If our planned biotech complex is unable to supply customers with high quality products in sufficient volumes, our relationship with the customers of our may suffer and our operating results will be adversely affected. Our anticipated biotech complex x customers will expect us to deliver our products and services consistently and at sufficient volumes, while meeting their established quality standards. If we are unable to consistently deliver adequate quality and volume of products and services, our relationship with customers could be adversely affected which could have a negative impact on our operating results. A drop in the retail price of commercially grown products and flora may negatively impact our planned business. The demand for our planned products and services will depend in part on the price of commercially grown products and flora. Fluctuations in economic and market conditions that impact the prices of commercially grown products and flora, such as increases in the supply of such products and flora and the decrease in the price of commercially grown products could cause the demand for our services to decline, which would have a negative impact on our business. We may not be able to effectively manage our growth or improve our operational, financial, and management information systems, which would impair our results of operations. In the near term when funds are available, we intend to expand the scope of our operations activities significantly by offering low temperature storage of various horticultural plants; extraction of plant product with a focus on CBD oil. If we are successful in executing our business plan, we will experience growth in our business that could place a significant strain on our business operations, finances, management and other resources. The factors that may place strain on our resources include, but are not limited to, the following: The need for continued development of our financial and information management systems; The need to manage strategic relationships and agreements with manufacturers, customers and partners; and Difficulties in hiring and retaining skilled management, technical, and other personnel necessary to support and manage our business. Additionally, our strategy envisions a period of rapid growth that may impose a significant burden on our administrative and operational resources. Our ability to effectively manage growth will require us to substantially expand the capabilities of our administrative and operational resources and to attract, train, manage, and retain qualified management and other personnel. There can be no assurance that we will be successful in recruiting and retaining new employees, or retaining existing employees. We cannot provide assurances that our management will be able to manage this growth effectively. Our failure to successfully manage growth could result in our sales not increasing commensurately with capital investments or otherwise materially adversely affecting our business, financial condition, or results of operations. If we are unable to continually innovate and increase efficiencies, our ability to attract new customers may be adversely affected. In the area of innovation, we must be able to develop new technologies and services that appeal to our customers. This depends, in part, on the technological and creative skills of our personnel and on our ability to protect our intellectual property rights. We may not be successful in the development, introduction, marketing, and sourcing of new technologies or innovations, that satisfy customer needs, achieve market acceptance, or generate satisfactory financial returns. If we are unable to adopt or incorporate technological advances into our biotech complex services, our business could become less competitive, uncompetitive, or obsolete and we may not be able to compete effectively with competitors products. We expect that technological advances in the processes and procedures for our planned biotech services will continue to occur. As a result, there are risks that our products and services could become uncompetitive or obsolete. If we are unable to anticipate and incorporate technological advances as they occur, our planned services could become less efficient or cost-effective than the methods offered by our competitors, which could reduce the demand or competitive position of our own services, and have a material adverse effect on future sales and revenues. F Litigation may adversely affect our business, financial condition, and results of operations. From time to time in the normal course of our business operations, we may become subject to litigation that may result in liability material to our financial statements as a whole or may negatively affect our operating results if changes to our business operations are required. The cost to defend such litigation may be significant and may require a diversion of our resources. There also may be adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable. Insurance may not be available at all or in sufficient amounts to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of our insurance coverage for any claims could adversely affect our business and the results of our operations. Our sole officer and sole director has significant control over stockholder matters and the minority stockholders will have little or no control over our affairs. Our principal executive officer and director currently owns approximately 46.77% of our outstanding common stock and thus significant control over stockholder matters, such as election of directors, amendments to the Articles of Incorporation, and approval of significant corporate transactions. As a result, our minority stockholders will have little or no control over its affairs. Our insurance coverage may be inadequate to cover all significant risk exposures. We will be exposed to liabilities that are unique to the products we provide. While we intend to maintain insurance for certain risks, the amount of our insurance coverage may not be adequate to cover all claims or liabilities, and we may be forced to bear substantial costs resulting from risks and uncertainties of our business. It is also not possible to obtain insurance to protect against all operational risks and liabilities. The failure to obtain adequate insurance coverage on terms favorable to us, or at all, could have a material adverse effect on our business, financial condition, and results of operations. We do not have any business interruption insurance. Any business disruption or natural disaster could result in substantial costs and diversion of resources. Because we do not have an audit or compensation committee, stockholders will have to rely on our officer and director, who is not independent, to perform these functions. Because we do not have an audit or compensation committee, stockholders will have to rely on our officer and director, who is not independent, to perform these functions. Thus, there is a potential conflict of interest in that our officer and director has the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. Given our lack of revenue and cash flow, we will need to raise additional capital, which may be unavailable to us or, even if consummated, may cause dilution or place significant restrictions on our ability to operate. According to our management's estimates, based on our current cash on hand and further based on our budget, we believe that we will have sufficient resources to continue our activities only into September 2020. Since we are likely to be unable to generate sufficient, if any, revenue or cash flow to fund our operations for the foreseeable future, we will need to seek additional equity or debt financing to provide the capital required to establish or expand our operations. We may also need additional funding for developing products and services, increasing our sales and marketing capabilities, promoting brand identity, and acquiring complementary companies, technologies and assets, as well as for working capital requirements and other operating and general corporate purposes. Other than our agreement with President Mr. Wojcik, we do not currently have any arrangements or credit facilities in place as a source of funds, and there can be no assurance that we will be able to raise sufficient additional capital on acceptable terms, or at all. If such financing is not available on satisfactory terms, or is not available at all, we may be required to delay, scale back or eliminate the development of business opportunities, our operations and financial condition may be materially adversely affected and our business might fail. If we raise additional capital by issuing equity securities, the percentage ownership of our existing stockholders may be reduced, and accordingly these stockholders may experience substantial dilution. We may also issue equity securities that provide for rights, preferences and privileges senior to those of our common stock. Given our need for cash and that equity raising is the most common type of fundraising for companies like ours, the risk of dilution is particularly significant for stockholders of our company. Debt financing, if obtained, may involve agreements that include liens on our assets, covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, could increase our expenses and require that our assets be provided as a security for such debt. Debt financing would also be required to be repaid regardless of our operating results. If we raise additional funds through collaborations and licensing arrangements, we may be required to relinquish some rights to our technologies or candidate products, or to grant licenses on terms that are not favorable to us. RISKS RELATED TO AN INVESTMENT IN OUR SECURITIES We expect to experience volatility in the price of our common stock, which could negatively affect stockholders investments. The trading price of our common stock may be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. The stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with securities traded in those markets. Broad market and industry factors may seriously affect the market price of companies stock, including ours, regardless of actual operating performance. All of these factors could adversely affect your ability to sell your shares of common stock or, if you are able to sell your shares, to sell your shares at a price that you determine to be fair or favorable. The relative lack of public company experience of our management team could adversely impact our ability to comply with the reporting requirements of U.S. securities laws. Our management team lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by the Sarbanes-Oxley Act of 2002. Our senior management has little experience in managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance, and reporting requirements, including the establishing and maintaining of internal controls over financial reporting. Any such deficiencies, weaknesses, or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act ), which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy, we could be subject to the imposition of fines and penalties, and our management would have to divert resources from attending to our business plan. Our common stock is categorized as penny stock, which may make it more difficult for investors to sell their shares of common stock due to suitability requirements. Our common stock is categorized as penny stock. The SEC has adopted Rule 15g-9 which generally defines penny stock to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. The price of our common stock is significantly less than $5.00 per share, and is therefore considered penny stock. This designation imposes additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer buying our securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser, and determine that the purchaser is reasonably suitable to purchase the securities given the increased risks generally inherent in penny stocks. These rules may restrict the ability and/or willingness of brokers or dealers to buy or sell our common stock, either directly or on behalf of their clients, may discourage potential stockholders from purchasing our common stock, or may adversely affect the ability of stockholders to sell their shares. Financial Industry Regulatory Authority ( FINRA ) sales practice requirements may also limit a stockholder s ability to buy and sell our common stock, which could depress the price of our common stock. In addition to the penny stock rules described above, FINRA has adopted rules that require a broker-dealer to have reasonable grounds for believing that the investment is suitable for that customer before recommending an investment to a customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. Thus, the FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares of common stock, have an adverse effect on the market for our shares of common stock, and thereby depress our price per share of common stock. The elimination of monetary liability against our directors, officers, and employees under Nevada law and the existence of indemnification rights for our obligations to our directors, officers, and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers, and employees. Our Articles of Incorporation contain a provision permitting us to eliminate the personal liability of our directors to us and our stockholders for damages for the breach of a fiduciary duty as a director or officer to the extent provided by Nevada law. We may also have contractual indemnification obligations under any future employment agreements with our officers. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and the resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders. We may issue additional shares of common stock or preferred stock in the future, which could cause significant dilution to all stockholders. Our Articles of Incorporation authorize the issuance of up to 500,000,000 shares of common stock, with a par value of $0.001 per share. As of April 24, 2020, we had 82,212,799 shares of common stock outstanding; however, we may issue additional shares of common stock or preferred stock in the future in connection with a financing or an acquisition. Such issuances may not require the approval of our stockholders. In addition, certain of our outstanding rights to purchase additional shares of common stock or securities convertible into our common stock are subject to full-ratchet anti-dilution protection, which could result in the right to purchase significantly more shares of common stock being issued or a reduction in the purchase price for any such shares or both. Any issuance of additional shares of our common stock, or equity securities convertible into our common stock, including but not limited to, preferred stock, warrants, and options, will dilute the percentage ownership interest of all stockholders, may dilute the book value per share of our common stock, and may negatively impact the market price of our common stock. Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover of us. Nevada law = prohibits certain business combinations between Nevada corporations and interested stockholders for three years after an interested stockholder first becomes an interested stockholder, unless the corporation s board of directors approves the combination in advance. For purposes of Nevada law, an interested stockholder is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then-outstanding shares of the corporation. The definition of the term business combination is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders. The effect of Nevada s business combination law is to potentially discourage parties interested in taking control of us from doing so if it cannot obtain the approval of our Board. Both of these provisions could limit the price investors would be willing to pay in the future for shares of our common stock. Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them. We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Declaring and paying future dividends, if any, will be determined by our Board, based upon earnings, financial condition, capital resources, capital requirements, restrictions in our Articles of Incorporation, contractual restrictions, and such other factors as our Board deems relevant. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired. RISKS RELATED TO OUR INDUSTRY The possession, cultivation and distribution of marijuana may under certain circumstances lead to prosecution under United States federal law, which may cause our business to fail. Our planned biotech complex business is structured to comply with the Cannabis Act (Canada), which permits the sale of marijuana in Canada under federal license. In the United Sates, 33 states, including our state of incorporation, Nevada, have approved and regulate medical marihuana use, and 11 states (including Nevada) have approved and regulate non-medical marihuana use by adults. However, it remains illegal under United States federal law to grow, cultivate or sell marijuana for any purpose. For non-prescription use, cannabidiol derived from industrial hemp is legal at the federal level but legality (and enforcement) varies by state. Prior to January 2018, when it was rescinded by the former Attorney General of the United States, the COLE Memorandum of 8-29-13 stated that the United States Justice Department would not prioritize the prosecution of marijuana related activities authorized under state laws except to protect the public interest. The Department of Justice has not, to our knowledge, published any policy or guidance specifically regarding the participation of a United States corporation in lawful \ marihuana related activities outside of the United States. Although our planned medical marihuana business is federally sanctioned in Canada and not contrary to the public policy or laws of our state of incorporation, neither state law nor Canadian federal law provides protection against federal prosecution in the United States, which remains at the discretion of the Department of Justice. Although, in light of the COLE Memorandum, we do not anticipate that we will be targeted for prosecution by the Department of Justice, if the Department of Justice uses its discretion to prosecute our company for a violation of the Controlled Substances Act, the resulting civil or criminal consequences will have a material adverse effect on our business, and may cause our business to fail. We are subject to significant regulation by the Federal Government of Canada. There is no assurance that we or our affiliates will be granted licensed producer status by Health Canada. Any failure or delay in obtaining such status would materially and adversely affect our operations. The Company depends heavily on the success of acquiring a Cannabis License from Health Canada to be able to grow, store and distribute starter plantlets in Canada. There is no assurance that we or our affiliates will be approved by Health Canada or will be granted Cannabis License . Should we or our affiliates be unable to obtain all required licenses, or if the regulations in Canada continue to change, our business would not be able to operate or there could be significant cost to change our operations to remain compliant with the laws and regulations. Once a Cannabis License is obtained, any failure to comply with the terms of the Cannabis Act and Regulations, or any failure to renew the Cannabis License after its expiry date, would have a material adverse impact on the financial condition and operations of our business. The Company's operations are subject to regulations promulgated by government regulatory agencies from time to time. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations. However, there can be no guarantee that the Company will be able to obtain and maintain, at all times, all necessary licenses and permits required to carry out its business. There are many regulations and governmental agencies that regulate the medical marijuana industry, and there will likely be increased and/or changing regulations as the industry becomes more mainstream with more participants. The Company's operations are subject to a variety laws, regulations and guidelines relating to the manufacture, management, transportation, storage and disposal of Cannabis and Hemp starter plantlets but also including laws and regulations relating to health and safety, the conduct of operations and the protection of the environment. While to the knowledge of management, the Company is currently in compliance with all such laws, changes to such laws, regulations and guidelines due to matters beyond the control of the Company may cause adverse effects to its operations. The Cannabis Act is a new regime established in October 2018. As such, revisions to the regime could be implemented which could have an impact on the Company's operations. There is also some uncertainty regarding the likely interpretation of certain regulatory provisions by the regulator. Changes in legislation or regulator interpretation could negatively impact the operations of the Company. Similarly, a change in government could result in meaningful changes to the regulatory regime under which the Company operates, which could negatively impact its operations. While the impact of such changes are uncertain and are highly dependent on which specific laws, regulations or guidelines are changed and on the outcome of any such court actions, it is not expected that any such changes would have an effect on the Company's operations that is materially different than the effect on similar-sized companies in the same business as the Company. There are sales risks associated with the cannabis and medical marijuana industry because cannabis is a controlled substance. As cannabis is a controlled substance in Canada, direct consumer marketing is not allowed. All products can only be prescribed by a physician and, to be successful, companies will have to develop programs targeted to this group. Traditionally in this sector, growers have targeted users as opposed to the doctors. The new regulations will change this traditional approach and will require growers to target doctors. If we are unable to properly conduct sales in a regulated environment or target the appropriate audiences for our medical marijuana products, our results of operations and business prospects could be substantially impaired. Cannabis is not legal to grow in the U.S. under federal law, although it may be imported and sold in the U.S. Importation is subject to a "zero tolerance" policy as a controlled substance under the U.S. Controlled Substances Act. In certain states, the growth and cultivation of cannabis is legal (California, Colorado, Hawaii, Maine, Maryland, Michigan, Montana, New Mexico, Oregon, Rhode Island, Vermont and Washington), although states are resistant to allow the cultivation of cannabis due to the uncertain threat of prosecution by the U.S. Drug Enforcement Administration and prohibitions of federal law. Upon the production and sale of marijuana-based products to consumers, our products will be required to comply with various regulations at the provincial and Canadian federal levels. At this time, our product will only be sold in Canada under the Cannabis Act. We will be unable for the foreseeable future to sell our products in the United States, which would impair our prospects for revenue and profit. There are safety operational risks related to the production of tissue culture starter plantlets and storage of our products at the facility. Given the nature of the product and its lack of legal availability outside of the therapeutic channels, as well as the concentration of abundant stock within one facility, despite meeting or exceeding Health Canada's security requirements, there remains a risk of shrinkage as well as theft. Also, as an agricultural product, despite meeting or exceeding Health Canada's requirements regarding good production practices, there remains a risk of diseases and pests impacting not only yield and revenue but overall product quality to consumers. We may not be able to use the facilities as planned and will therefore not be able to commence operations on the timetable or the scale that we have planned. To date, the Company's activities and resources have been primarily focused on its facility in British Columbia and the Company will continue to be focused on this facility for the foreseeable future. Adverse changes or developments affecting the facility, including but not limited to a breach of security, could have a material and adverse effect on the Company's business, financial condition and prospects. Any breach of the security measures and other facility requirements, including any failure to comply with recommendations or requirements arising from inspections by Health Canada, could also have an impact on the Company's ability to continue operating under the License. We may not acquire market share or achieve profits due to competition in the medical marijuana and high CBD hemp industry. There is potential that the Company will face intense competition from other companies, some of which can be expected to have longer operating histories and more financial resources and manufacturing and marketing experience than the Company. Increased competition by larger and better financed competitors could materially and adversely affect the business, financial condition and results of operations of the Company. Because of the early stage of the industry in which the Company operates, the Company expects to face additional competition from new entrants. If the number of users of medical marijuana in Canada increases, the demand for products will increase and the Company expects that competition will become more intense, as current and future competitors begin to offer an increasing number of diversified products. To remain competitive, the Company will require a continued high level of investment in research and development, marketing, sales and client support. The Company may not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis which could materially and adversely affect the business, financial condition and results of operations of the Company. We are subject to risks inherent in an agricultural business. The Company's business involves the production of tissue culture starter plantlets, and flora both agricultural products. As such, the business is subject to the risks inherent in the agricultural business, such as insects, plant diseases and similar agricultural risks. Although the Company intends to produce its products indoors under climate-controlled conditions and carefully monitor the growing conditions with trained personnel, there can be no assurance that natural elements will not have a material adverse effect on the production of its products. We are subject to risks related to rising energy costs. The production of tissue cultured starter plantlets for medical marijuana and high CBD hemp and other flora operations consume considerable energy, making the Company vulnerable to rising energy costs. Rising or volatile energy costs may adversely impact the business of the Company and its ability to operate profitably. We are subject to risks related to transportation disruptions. Due to the perishable and premium nature of the Company's products, the Company will depend on fast and efficient courier services to distribute its product. Any prolonged disruption of this courier service could have an adverse effect on the financial condition and results of operations of the Company. Rising costs associated with the courier services used by the Company to ship its products may also adversely impact the business of the Company and its ability to operate profitably. No commercial products have been developed. We have not completed the development of any commercial products, and accordingly we have not begun to market or generate revenues from sales of the products we are developing. There can be no assurance that any of our product candidates will meet applicable health regulatory standards, obtain required regulatory approvals, be capable of being produced in commercial quantities at reasonable costs, be successfully marketed or that the investment made in such product candidates will be recouped through sales or related royalties. There can be no assurance that we will ever achieve profitability. As a result, an investment in our common shares involves a high degree of risk and should be considered only by those persons who can afford a total loss of their investment. Our reputation in the industry will be very important as we grow the business, and any negative impact on our reputation could be damaging to our business. The Company believes the medical marijuana industry is highly dependent upon consumer perception regarding the safety, efficacy and quality of the medical marijuana produced inclusive of CBD. Consumer perception of the Company's products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of medical marijuana products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the medical marijuana market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for the Company's products and the business, results of operations, financial condition and cash flows of the Company. There are risks related to the quantity and quality control of our products. As a manufacturer and distributor of cannabis and related products, the Company faces an inherent risk of exposure to product liability claims, regulatory action and litigation if its products are alleged to have caused significant loss or injury. In addition, the manufacture and sale of the Company's products involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. The Company may be subject to various product liability claims, including, among others, that the Company's products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against the Company could result in increased costs, could adversely affect the Company's reputation with its clients and consumers generally, and could have a material adverse effect on our results of operations and financial condition of the Company. There can be no assurances that the Company will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of the Company's potential products. There are risks related to potential product recalls. Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure. If any of the Company's products are recalled due to an alleged product defect or for any other reason, the Company could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. The Company may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention. Although the Company has detailed procedures in place for testing finished products, there can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if one of the Company's significant brands were subject to recall, the image of that brand and the Company could be harmed. A recall for any of the foregoing reasons could lead to decreased demand for the Company's products and could have a material adverse effect on the results of operations and financial condition of the Company. Additionally, product recalls may lead to increased scrutiny of the Company's operations by Health Canada or other regulatory agencies, requiring further management attention and potential legal fees and other expenses. There are risks related to product liability claims. Our product candidates subject us to the risk of product liability claims for which we may not be able to maintain or obtain adequate insurance coverage. Inherent in the use of our product candidates in clinical trials, as well as in the manufacturing and distribution in the future of any approved products, is the risk of financial exposure to product liability claims and adverse publicity in the event that the use of such products results in personal injury or death. There can be no assurance that we will not experience losses due to product liability claims in the future. There are risks related to potential delays or impairment of future sales. Even if any of our product candidates receives regulatory approval, we and our collaborators may still face development and regulatory difficulties that may delay or impair future sales. If we or our collaborators obtain regulatory approval for any of our product candidates, we and our collaborators will continue to be subject to extensive regulation by Health Canada, the FDA, other federal authorities, certain state agencies and regulatory authorities elsewhere. These regulations will impact many aspects of our operations and the drug manufacturer's operations including manufacture, record keeping, quality control, adverse event reporting, storage, labelling, advertising, promotion, sale and distribution, export and personnel. The FDA and state agencies may conduct periodic inspections to assess compliance with these requirements. We, together with our collaborators, will be required to conduct post-marketing surveillance of the product. We also may be required to conduct post-marketing studies. Our or our collaborators' failure to comply with applicable FDA and other regulatory requirements, or the later discovery of previously unknown problems, may result in restrictions including: delays in commercialization; refusal by Health Canada, the FDA or other similar regulatory agencies to review pending applications or supplements to approved applications; product recalls or seizures; warning letters; suspension of manufacturing; withdrawals of previously approved marketing applications; fines or other civil penalties; injunctions, suspensions or revocations of marketing licenses; refusals to permit products to be imported to or exported from the United States, Canada; and criminal prosecutions. There are risks related to intellectual property. Our success depends on our ability to protect our proprietary rights and operate without infringing the proprietary rights of others; we may incur significant expenses or be prevented from developing and/or commercializing products as a result of an intellectual property infringement claim. Our success will depend in part on our ability and that of our corporate collaborators to obtain and enforce patents and maintain trade secrets, in Canada, the United States and in other countries. Patent law relating to the scope and enforceability of claims in the fields in which we operate is still evolving. The patent positions of biotechnology and biopharmaceutical companies, including us, is highly uncertain and involves complex legal and technical questions for which legal principles are not firmly established. The degree of future protection for our proprietary rights, therefore, is highly uncertain. In this regard there can be no assurance that patents will issue from any of the pending patent applications. In addition, there may be issued patents and pending applications owned by others directed to technologies relevant to our or our corporate collaborators' research, development and commercialization efforts. There can be no assurance that our or our corporate collaborators' technology can be developed and commercialized without a license to such patents or that such patent applications will not be granted priority over patent applications filed by us or one of our corporate collaborators. Our commercial success depends significantly on our ability to operate without infringing the patents and proprietary rights of third parties, and there can be no assurance that our and our corporate collaborators' technologies and products do not or will not infringe the patents or proprietary rights of others. There can be no assurance that third parties will not independently develop similar or alternative technologies to ours, duplicate any of our technologies or the technologies of our corporate collaborators or our licensors, or design around the patented technologies developed by us, our corporate collaborators or our licensors. The occurrence of any of these events would have a material adverse effect on our business, financial condition and results of operations. Litigation may also be necessary to enforce patents issued or licensed to us or our corporate collaborators or to determine the scope and validity of a third party's proprietary rights. We could incur substantial costs if litigation is required to defend ourselves in patent suits brought by third parties, if we participate in patent suits brought against or initiated by our corporate collaborators or if we initiate such suits, and there can be no assurance that funds or resources would be available in the event of any such litigation. An adverse outcome in litigation or an interference to determine priority or other proceeding in a court or patent office could subject us to significant liabilities, require disputed rights to be licensed from other parties or require us or our corporate collaborators to cease using certain technology or products, any of which may have a material adverse effect on our business, financial condition and results of operations. The Company will have to expand its patent protection to other countries. There can be no assurances that the Company will be able to do so successfully. The Company may not have the financial resources to enforce its patents should another company compete with a similar or identical product that infringes on the Company's patents. There is no assurance that we will be able to obtain required supply of materials and skilled labor. The ability of the Company to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, to skilled labor, equipment, parts and components. No assurances can be given that the Company will be successful in maintaining its required supply of skilled labor, equipment, parts and components. It is also possible that the final costs of the major equipment contemplated by the Company's capital expenditure program may be significantly greater than anticipated by the Company's management, and may be greater than funds available to the Company, in which circumstance the Company may curtail, or extend the timeframes for completing, its capital expenditure plans. This could have an adverse effect on the financial results of the Company. The Company's business is dependent on a number of key inputs and their related costs including raw materials and supplies related to its growing operations, as well as electricity, water and other local utilities. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could materially impact the business, financial condition, and operating results of the Company. Any inability to secure required supplies and services or to do so on appropriate terms could have a materially adverse impact on the business, financial condition and operating results of the Company. Our forecasts are highly speculative in nature and we cannot predict results in a development stage company with a high degree of accuracy. The Company must rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources at this early stage of the cannabis industry in North America. A failure in the demand for its products to materialize as a result of competition, technological change or other factors could have a material adverse effect on the business, results of operations and financial condition of the Company. If we incur substantial liability from litigation, complaints, or enforcement actions our financial condition could suffer. The Company may become party to litigation from time to time in the ordinary course of business which could adversely affect its business. Should any litigation in which the Company becomes involved result in a judgement or liability against the Company, such finding could adversely affect the Company's ability to continue operating and the market price for the Company's common stock and could use significant resources. Even if the Company prevails in any such dispute, litigation can redirect significant Company resources. ITEM 3: USE OF PROCEEDS Each Selling Security Holder is selling all of the shares of our common stock covered by this prospectus for its own account. Accordingly, we will not receive any proceeds from the resale of our common stock. However, we will receive proceeds from any sale of the common stock to Oscaleta under the Equity Purchase Agreement. We intend to use the net proceeds received for the pre-construction development work on our planned biotech complex, and general working capital purposes which may include, among other things: general and administrative expenses; additions to working capital and capital expenditures; building out the facility sales and production of starter plantlets for Cannabis with primary focus on high CBD hemp products plantlets and other plantlet flora the expansion of our business through internal growth or acquisitions. ITEM 4. DETERMINATION OF OFFERING PRICE Our common stock currently trades on the OTC under the symbol PHBI . The proposed offering price of the shares of our common stock covered by this prospectus is $0.08, which was computed based upon the high and low prices per share of our common stock on April 22, 2020, as reported by the OTC Markets. The Selling Security Holdersmay sell shares in any manner at the then current market price, or at privately negotiated prices. ITEM 6. SELLING SECURITY HOLDERS We are registering for resale an aggregate of 31,908,609 shares of our common stock, which is comprised of (i) 29,411,764 shares of our common stock (the Put Shares ) that we may put to Oscaleta pursuant to the Equity Purchase Agreement and (ii) 2,496,845 shares of our common stock that we may issue to EMA pursuant to conversion of the Convertible Note. Shares Being Registered Pursuant to the Equity Purchase Agreement with Oscaleta Oscaleta is a limited partnership organized and existing under the laws of the state of Connecticut. The Equity Purchase Agreement provides that Oscaleta is committed to purchase up to $10,000,000 of our common stock (the Put Shares ). We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Equity Purchase Agreement. Oscaleta may from time to time offer and sell any or all of the Put Shares that are registered under this prospectus and which Oscaleta subsequently purchases pursuant to the Equity Purchase Agreement. We will not receive any proceeds from the sale of any Put Shares by Oscaleta, however, we will receive proceeds from the sale of the Put Shares to Oscaleta under the Equity Purchase Agreement. The proceeds will be used for product development, commercialization, and general corporate purposes. The put option price is 85% of the lowest closing bid price during a ten trading day period immediately following the Put Date (the Valuation Period ), subject to a pre-designated floor. In addition, in the event that, during a Valuation Period, the Closing Price on any Trading Day is less than eighty percent (80%) of the average of the Closing Prices for the five (5) trading days immediately preceding the date of the Company s Put Notice (a Low Bid Price ), for each such Trading Day, the parties shall have no right to sell and shall be under no obligation to purchase one tenth (1/10th) of the Investment Amount specified in the Put Notice, and the Investment Amount shall accordingly be deemed reduced by such amount. In the event that during a Valuation Period there exists a Low Bid Price for any three (3) Trading Days not necessarily consecutive then the balance of each party s right and obligation to sell and purchase the Investment Amount under such Put Notice shall terminate on such third Trading Day ( Termination Day ), and the Investment Amount shall be adjusted to include only one-tenth (1/10th) of the initial Investment Amount for each Trading Day during the Valuation Period prior to the Termination Day that the Closing Price equals or exceeds the Low Bid Price. We are unable to determine the exact number of Put Shares that will actually be sold by Oscaleta according to this prospectus due to: the ability of Oscaleta to determine when and whether it will sell any of the Put Shares or Initial Shares under this prospectus; and the uncertainty as to the number of Put Shares that will be issued upon exercise of our put options under the Equity Purchase Agreement. There are substantial risks to investors as a result of the issuance of shares of our common stock under the Equity Purchase Agreement pursuant to this registration statement. The Equity Purchase Agreement provides a facility in the aggregate amount of up to $10,000,000. We may decide to obtain financing from Oscaleta under the Equity Purchase Agreement by issuing and selling more shares of our common stock than the number of shares that we have registered in this offering. Such additional financing will require us to issue additional shares of common stock and register those shares under the Securities Act. Such additional shares would be available to trade immediately, and a sale of those shares could cause a significant decline in our stock price. Oscaleta will periodically purchase shares of our common stock under the Equity Purchase Agreement and will in turn, sell such shares to investors in the market at the prevailing market price. This may cause our stock price to decline, which will require us to issue increasing numbers of shares to Oscaleta to raise the same amount of funds, as our stock price declines. Shares Being Registered Pursuant to the Convertible Note. EMA is a limited lability corporation organized and existing under the laws of the state of Delaware. The issuance of the common shares underlying the Convertible Note will be at the option of EMA. The Convertible Note is a senior convertible promissory note in the aggregate principal amount of $78,000, which became due and payable on October 1, 2020. The holder may, at its option, until payment of all outstanding principal and interest, convert all or any portion of the note into shares of the Company s common stock at the price that is the lower of (i) the lowest closing price of the common shares during the 10 trading days period ended on the latest complete trading day prior to October 1, 2019; and (ii) a 54% discount to the average of the two lowest trading prices during the 10 consecutive trading days immediately prior to and including the conversion date on which at least 100 shares of the Company s common shares were traded. The holder of the Convertible Note shall be entitled to deduct $600.00 from the conversion amount in each notice of conversion to cover the holder s legal fees associated with such conversion. We will not receive any proceeds from the sale of any shares underlying the Convertible Note. General The Selling Security Holders and any participating broker-dealers are underwriters within the meaning of the Securities Act. All expenses incurred with respect to the registration of the common stock will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commission or other expenses incurred by the Selling Security Holders in connection with the sale of our common stock. We are relying on an exemption from the registration requirements of the Securities Act for the private placement of our securities under the Equity Purchase Agreement and the Convertible Note pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The transactions do not involve a public offering, each Selling Security Holder is a sophisticated investor and/or qualified institutional buyer and has access to information about us and their investment. There are no positions, offices, or other material relationships among the Selling Security Holders and the Company or any of our predecessors or affiliates within the past three years. The following table sets forth the name of the Selling Security Holders, the number of shares of common stock beneficially owned by the Selling Security Holders as of the date hereof and the number of share of common stock being offered by the Selling Security Holders. The shares being offered hereby are being registered to permit public secondary trading, and the Selling Security Holders may offer all or part of the shares for resale from time to time. However, the Selling Security Holders are under no obligation to sell all or any portion of such shares nor are the Selling Security Holders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the Selling Security Holders. The column entitled Number of Shares Beneficially Owned After the Offering assumes the sale of all shares offered. Name Shares Beneficially Owned Prior to Offering 1 Shares to be Offered2 Amount Beneficially Owned After Offering Percentage Beneficially Owned After Offering Oscaleta Partners LLC (3) 0(4) 29,411,764(5) 0 0%3 EMA Financial, LLC(6) 4,084,889(7) 2,496,845 0 0% (1) The number and percentage of shares beneficially owned is determined to the best of our knowledge in accordance with the Rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which 1 2 3 the selling security holder has sole or shared voting or investment power and also any shares which the selling security holder has the right to acquire within 60 days of the date of this Prospectus. (2) Assumes the purchase of all securities being registered hereunder on behalf of the applicable Selling Security Holder. (3) Stephen M. Hicks has voting and dispositive control over securities held by Oscaleta Partners LLC. (4) Pursuant to the Equity Purchase Agreement the number of shares purchased by Oscaleta shall not result in Oscaleta beneficially owning in excess of 9.99 of the Company s issued and outstanding securities. (5) Includes 29,411,764 shares of our common stock that we may put to Oscaleta pursuant to the terms of the Equity Purchase Agreement. (6) Felicia Preston has voting and dispositive control over securities held by EMA Financial, LLC. (7) Includes common shares which may be purchased by EMA Financial upon conversion of the Convertible Note. Pursuant to the Convertible Note, no portion of the Convertible Note may be converted that would result in EMA Financial beneficially owning in excess of 4.99% of the Company s issued and outstanding securities. (8) Pursuant to the Convertible Note ITEM 7. PLAN OF DISTRIBUTION This prospectus relates to the resale of 29,411,764 shares of our common stock by Oscaleta and 2,496,845 shares of our common stock by EMA. Each Selling Security Holder may , from time to time, sell any or all of its shares of our common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The Selling Security Holders may use any one or more of the following methods when selling shares: ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; purchases by a broker-dealer as principal and resale by the broker-dealer for its account; an exchange distribution in accordance with the rules of the applicable exchange; privately negotiated transactions; broker-dealers may agree with the Selling Security Holders to sell a specified number of such shares at a stipulated price per share; through the writing of options on the shares; a combination of any such methods of sale; and any other method permitted pursuant to applicable law. According to the terms of the Equity Purchase Agreement, neither Oscaleta nor any affiliate of Oscaleta acting on its behalf or pursuant to any understanding with it will execute any short sales during the term of this offering. The Selling Security Holders may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Security Holders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a Selling Security Holder will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which may be below the then market price. Neither Selling Security Holder can assure that all or any of the shares offered in this prospectus will be issued to them or sold by them. . In addition, the Selling Security Holders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus are underwriters as that term is defined under the Securities Act or the Exchange Act, or the rules and regulations under such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the Selling Security Holders. The Security Holders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act. We are required to pay all fees and expenses incident to the registration of the shares of common stock. Otherwise, all discounts, commissions or fees incurred in connection with the sale of our common stock offered hereby will be paid by the Selling Security Holders. Each Selling Security Holder acquired the securities offered hereby in the ordinary course of business and has advised us that it has not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by the Selling Security Holders. We will file a supplement to this prospectus if any Selling Security Holder enters into a material arrangement with a broker-dealer for sale of common stock being registered. If a Selling Security Holder uses this prospectus for any sale of the shares of common stock, it will be subject to the prospectus delivery requirements of the Securities Act. The anti-manipulation rules of Regulation M under the Exchange Act, may apply to sales of our common stock and activities of the Selling Security Holders. Each Selling Security Holder will act independently of us in making decisions with respect to the timing, manner and size of each sale. There are substantial risks to investors as a result of the issuance of shares of our common stock under the Equity Purchase Agreement pursuant to this registration statement. The Equity Purchase Agreement provides a facility in the aggregate amount of up to $10 million. We may decide to obtain financing from Oscaleta under the Equity Purchase Agreement by issuing and selling more shares of our common stock than the number of shares that we have registered in this offering. Such additional financing will require us to issue additional shares of common stock and register those shares under the Securities Act. Such additional shares would be available to trade immediately, and a sale of those shares could cause a significant decline in our stock price. We will pay all expenses incident to the registration, offering and sale of the shares of our common stock to the public hereunder, other than commissions, fees and discounts of underwriters, brokers, dealers and agents. If any of these other expenses exists, we expect the applicable Selling Security Holder to pay these expenses. We have agreed to indemnify Oscaleta and its controlling persons against certain liabilities, including liabilities under the Securities Act. We estimate that the expenses of the offering to be borne by us will be approximately $20,000,000. We will not receive any proceeds from the resale of any of the shares of our common stock by the Selling Security Holders. We will, however, receive proceeds from any sale of our common stock to Oscaleta under the Equity Purchase Agreement. Sales Pursuant to Rule 144 Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus. State Securities Laws Under the securities laws of some states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares may not be sold unless the shares have been registered or qualified for sale in the state or an exemption from registration or qualification is available and is complied with. Expenses of Registration We are bearing all costs relating to the registration of the common stock. These expenses are estimated to be $20,000,000 including, but not limited to, legal, accounting, printing and mailing fees. The Selling Stockholder, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock. ITEM 8. DESCRIPTION OF SECURITIES TO BE REGISTERED DESCRIPTION OF CAPITAL STOCK The following is a summary of all material characteristics of our capital stock as set forth in our Articles of Incorporation, as amended (the "Articles of Incorporation"), and our Bylaws (the "Bylaws"), which are filed as exhibits to the registration statement of which this prospectus is a part. The summary does not purport to be complete and is qualified in its entirety by reference to our Articles of Incorporation and our Bylaws, and to the provisions of Chapter 78 of the Nevada Revised Statutes (the "NRS"). We encourage you to review complete copies of our Articles of Incorporation and our Bylaws. You can obtain copies of these documents by following the directions outlined in "Where You Can Find Additional Information" and "Incorporation of Certain Information by Reference" elsewhere in this prospectus. Common Stock We have the authority to issue up to 500,000,000 shares of our common stock. As of September 30, 2019, and April 24, 2020 there were 75,646,835 and 82,212,799 shares of our common stock issued and outstanding, respectively. There is a limited public market for our common stock. Voting Rights. The holders of our common stock are entitled to one vote per share on all matters requiring a vote of the stockholders, including the election of directors. Holders of our common stock do not have cumulative voting rights. Liquidation. In the event of a liquidation, dissolution, or winding up of the Company, the holders of our common stock are entitled to share pro-rata all assets remaining after payment in full of all liabilities, subject to prior distribution rights of preferred stock, if any, then-outstanding. Dividend Rights. Holders of our common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by our Board of Directors (our "Board") in its discretion from funds legally available therefore, subject to preferences that may be applicable to our preferred stock, if any, then-outstanding. Dividends, if any, will be contingent upon our revenues and earnings, if any, capital requirements, and financial conditions. We intend to retain earnings, if any, for use in our business operations and accordingly, our Board does not anticipate declaring any dividends in the foreseeable future. Other Rights and Restrictions. Our common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our common stock. Stockholder Action; Special Meetings. Our Bylaws provide that stockholders' action can only be taken at an annual or special meeting of stockholders, or by written consent if such consent is signed by the holders of all of the shares entitled to vote with respect to the subject matter thereof. Our Bylaws provide that special meetings of the stockholders may be called at any time by our president, Board, or Chairman of the Board. In addition, a special meeting of the stockholders shall be called by our Board at the request of the holders of a majority of all outstanding shares entitled to vote on any issue at the meeting. Board of Directors; Removal; Vacancies. Our Bylaws specify that the number of directors is to be determined by a majority of the total number of directors serving prior to any increase or decrease, provided there is at least one and no more than ten directors. Our Board is currently composed of one director, Peter Wojcik. We do not have a classified Board. Pursuant to our Bylaws and the NRS, a director serves until the next annual meeting and until his or her successor has been elected and qualified, until there is a decrease in the number of directors, or until his or her earlier death, removal, or resignation. Our stockholders may remove one or more directors with or without cause by a vote of our stockholders. Newly created directorships resulting from an increase in the number of directors and vacancies occurring on our Board for any reason except the removal of one or more director by our stockholders may be filled by a vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring as a result of the removal of one or more directors by our stockholders shall be filled by a vote of our stockholders. A director that is appointed or elected to fill a vacancy shall hold office for the remaining term of his or her predecessor. Amendment of Bylaws. Our Board may amend or repeal our Bylaws. Our stockholders may also amend or repeal our Bylaws by a vote of the holders of the shares entitled to vote in the election of any directors. Transfer Agent and Registrar. The transfer agent and registrar for our common stock is Transhare Securities Transfer and Registrar, of 2849 Executive Drive, Suite 200, Clearwater, Florida 33761. Transhare s telephone number is (303) 662-1112., www.transhare.com Listing. Our common stock is quoted on the OTCPINK tier of the electronic quotation service operated by OTC Markets Group, Inc. under the symbol "PHBI". Preferred Stock There is no preferred stock authorized or issued at this time. Anti-Takeover Effects of Certain Provisions of Nevada Law Certain provisions of Nevada law and our Articles of Incorporation and Bylaws could make more difficult the acquisition of us by means of a tender offer or otherwise, and the removal of incumbent officers and directors. These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us. DESCRIPTION OF WARRANTS The Company has no warrants issued or contemplated at this time. ITEM 9. INTERESTS OF NAMED COUNSEL,
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/PLMR_palomar_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/PLMR_palomar_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..189ebc7ae117d462d8c7624349cd2b9245eaaf55
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/PLMR_palomar_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/PLRX_pliant_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/PLRX_pliant_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/PLRX_pliant_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/PLTR_palantir_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/PLTR_palantir_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2bd3e9c7e0b43dc2cc0bd6a5765b6d669bdc6588
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/PLTR_palantir_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus before making an investment decision. Unless the context otherwise requires, the terms Palantir, the company, we, us and our in this prospectus refer to Palantir Technologies Inc. and its consolidated subsidiaries. PALANTIR TECHNOLOGIES INC. We build software platforms for large institutions whose work is essential to our way of life. Those institutions must be able to function in times of stability as well as crisis and uncertainty. To do so, they need software that works. We were founded in 2003 and started building software for the intelligence community in the United States to assist in counterterrorism investigations and operations. We later began working with commercial enterprises. We have built two principal software platforms, Palantir Gotham ( Gotham ) and Palantir Foundry ( Foundry ). Gotham, our first software platform, was constructed for analysts at defense and intelligence agencies. They were hunting for needles not in one, but in thousands of haystacks. And they did not have the software they needed to do their jobs. In Afghanistan and Iraq, soldiers were mapping networks of insurgents and makers of roadside bombs by hand. Gotham enables users to identify patterns hidden deep within datasets, ranging from signals intelligence sources to reports from confidential informants, and helps U.S. and allied military personnel find what they are looking for. We later found that the challenges faced by commercial institutions when it came to working with data were fundamentally similar. Companies routinely struggle to manage let alone make sense of the data involved in large projects. Foundry was built for them. The platform transforms the ways in which organizations interact with information by creating a central operating system for their data. Our software is on the front lines, sometimes literally, and that means so are we. Gotham s use has now extended beyond intelligence analysis into defense operations and mission planning. And Foundry is becoming the central operating system not only for individual institutions but for entire industries. The stakes are high. The challenges our platforms address are a matter of survival, both for the institutions we serve and the individuals who depend on them. We have the privilege of partnering with some of the world s most important government and commercial organizations. And we believe that the work of those organizations is essential to our security and the lives that we lead. We are committed to ensuring that our software is as effective as possible without ever compromising our values. Our platforms were built from the start to protect individual privacy and prevent the misuse of information. We are not in the business of collecting, mining, or selling data. We build software platforms that enable our customers to integrate their own data data that they already have. The same technology that makes our software so analytically powerful its ability to construct a model of the real world from countless data points is what allows our customers to monitor, properly secure, and control access to that data and its use. It is also why customers, including governments around the world, trust our platforms to safeguard their data, including their most sensitive information. Table of Contents The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated September 21, 2020. 257,135,415 Shares Palantir Technologies Inc. Class A Common Stock This prospectus relates to the registration of the resale of up to 257,135,415 shares of our Class A common stock by our stockholders identified in this prospectus ( Registered Stockholders ). Unlike an initial public offering ( IPO ), the resale by the Registered Stockholders is not being underwritten by any investment bank. The Registered Stockholders may, or may not, elect to sell their shares of Class A common stock covered by this prospectus, as and to the extent they may determine. Such sales, if any, will be made through brokerage transactions on the New York Stock Exchange (the NYSE ). See the section titled Plan of Distribution. If the Registered Stockholders choose to sell their shares of Class A common stock, we will not receive any proceeds from the sale of shares of Class A common stock by the Registered Stockholders. We have two classes of common stock, Class A common stock and Class B common stock, and we intend to authorize a third class of common stock, Class F common stock. This is a novel capital structure that differs significantly from those of other companies that have dual or multiple class capital structures. The rights of holders of Class A common stock, Class B common stock and Class F common stock are identical, except voting, transfer and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 10 votes and is convertible at any time, at the option of the holder thereof, into one share of Class A common stock. Each share of Class F common stock will have a variable number of votes, as described further in this prospectus, and will be convertible at any time, at the option of the holder thereof, into one share of Class B common stock. All shares of Class F common stock will be held by a voting trust established by Alexander Karp, Stephen Cohen, and Peter Thiel (our Founders ) pursuant to a voting trust agreement (the Founder Voting Trust Agreement ). Our Founders will also be party to a voting agreement (the Founder Voting Agreement ). So long as our Founders who are then party to the Founder Voting Agreement and certain of their affiliates collectively meet a minimum ownership threshold on the applicable record date for a vote of the stockholders, the Class F common stock, together with the Founder Voting Trust Agreement and the Founder Voting Agreement, will give these Founders the ability to control up to 49.999999% of the total voting power of our capital stock, and the Founders may, in certain circumstances, in the future, have voting power that, in the aggregate, exceeds 49.999999%. This means that, for the foreseeable future, the control of our company will be concentrated with our Founders through our Class F common stock, notwithstanding the number of outstanding shares of Class A common stock and Class B common stock. For additional information, see the section titled Description of Capital Stock Multi-Class Common Stock and Risk Factors Risks Related to Ownership of Our Class A Common Stock. Following the authorization and issuance of our Class F common stock, our Founders and their affiliates will hold approximately 49.999999% of the voting power of our outstanding capital stock, our directors and executive officers and their affiliates will hold approximately 50.8% of the voting power of our outstanding capital stock, and holders of our Class A common stock will hold approximately 3.4% of the voting power of our outstanding capital stock (based on shares of Class A common stock outstanding as of June 30, 2020). No public market for our Class A common stock currently exists. However, our shares of Class A common stock (on an as-converted basis) have a history of trading in private transactions. Based on information available to us, the low and high sales prices per share of Class A common stock (on an as-converted basis) for such private transactions during the year ended December 31, 2019 were $4.50 and $6.50, respectively, and during the period from January 1, 2020 through September 1, 2020 were $4.17 and $11.50, respectively. The volume weighted-average price per share for the period from January 1, 2020 through September 1, 2020 was $6.02. For more information, see the section titled Sale Price History of Our Capital Stock. Our recent trading prices in private transactions may have little or no relation to the opening public price of our shares of Class A common stock on the NYSE or the subsequent trading price of our shares of Class A common stock on the NYSE. Further, the listing of our Class A common stock on the NYSE without underwriters is a novel method for commencing public trading in shares of our Class A common stock, and consequently, the trading volume and price of shares of our Class A common stock may be more volatile than if shares of our Class A common stock were initially listed in connection with an underwritten IPO. Based on information provided by the NYSE, the opening public price of our Class A common stock on the NYSE will be determined by buy and sell orders collected by the NYSE from broker-dealers. Based on such orders, the designated market maker ( DMM ) will determine an opening price for our Class A common stock in consultation with a financial advisor pursuant to applicable NYSE rules. For more information, see the section titled Plan of Distribution. We have been approved to list our Class A common stock on the NYSE under the symbol PLTR. We expect our Class A common stock to begin trading on the NYSE on or about September 29, 2020. We are an emerging growth company as that term is defined in the Jumpstart Our Business Startups Act of 2012, and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See the section titled Risk Factors beginning on page 18 to read about factors you should consider before buying shares of our Class A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Prospectus dated , 2020 Table of Contents III. Our work and the use of our software present difficult questions. The construction of software platforms that enable more effective surveillance by the state of its adversaries or that assist soldiers in executing attacks raises countless issues, involving the points of tension and tradeoffs between our collective security and individual privacy, the power of machines, and the types of lives we both want to and should lead. The ethical challenges that arise are constant and unrelenting. We embrace the complexity that comes from working in areas where the stakes are often very high and the choices may be imperfect. The more fundamental issue is where authority to resolve such questions to decide how technology may be used and by whom should reside. Our society has effectively outsourced the building of software that makes our world possible to a small group of engineers in an isolated corner of the country. The question is whether we also want to outsource the adjudication of some of the most consequential moral and philosophical questions of our time. The engineering elite of Silicon Valley may know more than most about building software. But they do not know more about how society should be organized or what justice requires. IV. Our company was founded in Silicon Valley. But we seem to share fewer and fewer of the technology sector s values and commitments. From the start, we have repeatedly turned down opportunities to sell, collect, or mine data. Other technology companies, including some of the largest in the world, have built their entire businesses on doing just that. Software projects with our nation s defense and intelligence agencies, whose missions are to keep us safe, have become controversial, while companies built on advertising dollars are commonplace. For many consumer internet companies, our thoughts and inclinations, behaviors and browsing habits, are the product for sale. The slogans and marketing of many of the Valley s largest technology firms attempt to obscure this simple fact. The world s largest consumer internet companies have never had greater access to the most intimate aspects of our lives. And the advance of their technologies has outpaced the development of the forms of political control that are capable of governing their use. The bargain between the public and the technology sector has for the most part been consensual, in that the value of the products and services available seemed to outweigh the invasions of privacy that enabled their rise. Americans will remain tolerant of the idiosyncrasies and excesses of the Valley only to the extent that technology companies are building something substantial that serves the public interest. The corporate form itself that is, the privilege to engage in private enterprise is a product of the state and would not exist without it. Our software is used to target terrorists and to keep soldiers safe. If we are going to ask someone to put themselves in harm s way, we believe that we have a duty to give them what they need to do their job. We have chosen sides, and we know that our partners value our commitment. We stand by them when it is convenient, and when it is not. Table of Contents In H1 2020, our platforms were used by 125 customers, including some of the largest and most significant institutions in the world. Gotham and Foundry enable these institutions to transform massive amounts of information into an integrated data asset that reflects their operations. Users can build on top of this asset to make data accessible and actionable. Our platforms enable people, whether they are workers on an assembly line or soldiers in the field, to work with data, even if they have never written a line of code. Our software is used by customers across 36 industries and in more than 150 countries. Our government work is central to defense and intelligence operations in the United States and its allies abroad. On the commercial front, we work with some of the world s most durable and important companies across industries, including in the energy, transportation, financial services, and healthcare sectors. And our market opportunity is significant. We estimate our total addressable market to be approximately $119 billion across the commercial and government sectors. We generated $742.6 million in revenue in 2019, reflecting an increase of 25% from our revenue in 2018, which was $595.4 million. In the first half of this year alone, during a period of significant geopolitical instability and economic contraction, we generated $481.2 million in revenue, reflecting a growth rate of 49% over the same period last year. The scale of our partnerships with customers, in revenue terms, has also grown over time. In 2019, our average revenue per customer was $5.6 million, and the average revenue per customer for our top twenty customers was $24.8 million. In 2018, our average revenue per customer was $5.2 million, and the average revenue per customer for our top twenty customers was $21.7 million. Our operating results have improved significantly in recent years. In 2019, we incurred a net loss of $579.6 million, or a net loss of $337.7 million when excluding stock-based compensation. In H1 2020, our net loss decreased to $164.7 million, or net income of $17.2 million when excluding stock-based compensation, down from a loss of $280.5 million in H1 2019, or a loss of $167.6 million when excluding stock-based compensation. During the year ended December 31, 2019, we received redemption notices from certain stockholders for, and subsequently repurchased, an aggregate of 23,931,624 shares of our Series H redeemable convertible preferred stock for a total redemption amount of $168.0 million. Additionally, the redemption options for 2,015,798 shares of Series H redeemable convertible preferred stock were not exercised and have expired. The improvements in our operating results have principally been driven by increasing revenue and a significant decrease in the time and number of software engineers required to install and deploy our software platforms. In particular, the time required to install our software and begin working with a customer has decreased more than five-fold since Q2 2019 to an average of 14 days in Q2 2020. In some cases, our customers can now be up and running in six hours. We have also invested heavily in developing the infrastructure used to deliver software updates to our customers. As a result, the number of upgrades our engineers can manage across installations more than doubled from an average of 20,000 per week in Q2 2019 to more than 41,000 per week in Q2 2020. The broader momentum of our business is the result of the strength of our software platforms. And the need for software that works has never been greater. The systemic failures of government institutions to provide for the public fractured healthcare systems, erosions of data privacy, strained criminal justice systems, and outmoded ways of fighting wars will continue to require both the public and private sectors to transform themselves. We believe that the underperformance and loss of legitimacy of many of these institutions will only increase the speed with which they are required to change. Table of Contents Table of Contents V. The ability of our most vital institutions to protect and provide for the public requires the right technology. And we believe that as a result, over the long term, the strength and survival of democratic forms of government do as well. Alexander C. Karp Chief Executive Officer & Co-Founder Palantir Technologies Inc. Table of Contents Other software companies have incorrectly assumed that the future will look like the past, forming their strategies based on assumptions about a world that no longer exists. A focus on targeted analytical tools and optimizing specific functions within complex organizations is insufficient. We believe that software must connect the entire enterprise. Our most critical institutions cannot wait a year or longer for a promised application or bespoke solution to be developed. Those options are often obsolete before they are even delivered. Our partners need solutions now. And we have built them. Industry Trends We believe that the following three trends are among the most significant that are currently shaping the enterprise software industry. Alpha vs. Beta Most software makes companies more similar, not different. Packaged software tends to be designed to meet standardized needs. But commoditized solutions are only sufficient when keeping up with the market that is, beta is the goal. When it is time to generate differentiated value that is, alpha we believe that typical packaged software falls short. A company seeking to capitalize on its unique resources or to uncover a need unmet by its competitors requires more than software that simply conforms to well-defined best practices. Buy or Build In the search for differentiation, institutions often resort to a default approach: attempting to coordinate the construction of a custom solution themselves. They enlist the help of consultants, IT services companies, packaged and open source software, and sizable internal IT resources. Some custom IT and software efforts reach completion. But even in these cases, finishing a project on time does not guarantee enduring value. Such projects typically entail stitching together individual solutions with custom code and forcing them to interoperate. Every new piece of the patchwork opens new avenues for failure down the road. Embrace Complexity or Resist It The largest and most complex undertakings when it comes to data integration and analysis, where the risk of failure is highest, also offer the greatest potential return. Across industries, institutions with decades of experience are competing to overcome decades of fragmented IT investments. We have repeatedly seen that institutions that use data to transform their core operations are the ones that win. Challenges Building and deploying enterprise software are among the most significant challenges our customers face. Most Data Integration and Analytical Projects Fall Short Organizations frequently attempt to build their own data platforms before turning to buy ours. Government agencies and commercial enterprises often experiment with single-purpose tools and custom software solutions for specific workflows such as customer relationship management and financial planning. Each new tool or application creates a new silo within an already fragmented data landscape. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUS v PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/PMVP_pmv_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/PMVP_pmv_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/PMVP_pmv_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/PNYG_pony_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/PNYG_pony_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..570fa4f9cb8ca9fd9af0f48db954d65edd7a8fba
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/PNYG_pony_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1 Risk Factors 6 Cautionary Note Regarding Forward-Looking Statements 24 Use of Proceeds 25 Determination of Offering Price 26 Dilution 27 Management s Discussion and Analysis of Financial Condition and Results of Operations 28 Business 33 Management 41 Executive Compensation 42 Principal Stockholders 43 Certain Relationships and Related Party Transactions 44 Description of Capital Stock 45 Shares Eligible For Future Sale 47 Plan of Distribution 48 Experts 51 Legal Matters 51 Where You Can Find More Information 51 Index to Financial Statements F-1 You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with information different from or in addition to that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. In this prospectus, we rely on and refer to information and statistics regarding our industry. We obtained this statistical, market and other industry data and forecasts from publicly available information. While we believe that the statistical data, market data and other industry data and forecasts are reliable, we have not independently verified the data. Prospectus Summary This summary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of our common stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in our common stock, you should read the entire prospectus carefully, including "Risk Factors" beginning on page 6 and the financial statements and related notes included in this prospectus. Unless the context indicates otherwise, as used in this prospectus, the terms "we," "us," "our," "our company" "Pony" and "our business" refer to Pony Group Inc. Overview We are a travel service provider. We currently provide car services to individual and group travelers. We currently offer carpooling, airport pick-up and drop-off, and personal driver services for travelers between Guangdong Province and Hong Kong. We work with our partner car fleet companies to arrange car services to pick up the traveler at a scheduled time upon receipt of a customer s request. The car fleet company provides a quote for each order and we charge the car fleet company a service fee. To improve our customer s experience, we officially launched our online service through our "Let s Go" mobile application in December 2019 to provide multi-language services to international travelers coming to visit China. Redefining user experience, we aim to provide our users with comprehensive and convenient service offerings and become a one-stop travel booking resource for travelers. While network scale is important, we recognize that transportation happens locally. We currently operate in two markets – Guangdong Province and Hong Kong and plan to expand our offering in more oversea markets. We completed 400 orders in fiscal 2017, 460 in 2018 and 922 in 2019, and generated revenue of $2,805, $3,229 and $65,112 in fiscal 2017, 2018 and 2019, respectively. As of the date of this prospectus, we partnered with six car fleet companies with more than 50 vehicles in service. We incurred net loss of $11,652, $11,937 and $115,735 in the fiscal 2017, 2018 and 2019, respectively. Corporate History and Structure We commenced our car service business in April 2016 through Pony Limousine Services Limited in Hong Kong ("Pony HK"). On January 7, 2019, we formed our offshore entity, Pony Group Inc. to facilitate offshore financing. On March 7, 2019, we acquired 100% equity interests of Pony HK from Ms. Wenxian Fan, its founder and sole shareholder. On February 2, 2019, Universe Travel Culture & Technology Ltd. ("Universe Travel") was incorporated as a wholly-owned PRC subsidiary of Pony HK. Recent Developments In January 2020, the World Health Organization declared a global health emergency as the novel coronavirus ("COVID-19") outbreak continues to spread beyond China. In an effort to contain COVID-19, the Chinese authorities have suspended air, road, and rail travel in the area around Wuhan and placed restrictions on travel and other activities throughout China, including Guangdong Province and Hong Kong, the key market in which we operate. In compliance with the government health emergency rules in place, the Company temporarily closed all offices in China and ceased operations from January 19, 2020 to February 10, 2020. At the end of this period, management reopened our offices and operations, and has seen decline in sales in the following months. Given the dynamic nature of these circumstances, the related impact on the Company s consolidated results of operations, cash flows and financial condition beyond the first quarter of 2020 cannot be accurately estimated at this time. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering price(1) Amount of registration fee Shares of common stock, par value $0.001 per share $250,000 $32.45 (1)Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine. The following diagram illustrates our corporate structure as of the date of this prospectus. The following diagram illustrates our corporate structure after this offering (assuming all the shares are sold). The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED , 2020 Pony Group Inc. 2,500,000 Shares Common Stock This is the initial offering of common stock of Pony Group Inc. and no public market currently exists for the securities being offered. We are registering for sale a total of 2,500,000 shares of common stock at a fixed price of $0.10 per share to the general public on a self-underwritten, best efforts basis, which means our Chief Executive Officer, Wenxian Fan, will attempt to sell the shares. The Offering price bears no relationship to our assets, book value, earnings or any other customary investment criteria. There is no minimum number of shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of any of the offered shares. We are making this offering without the involvement of underwriters or broker-dealers. This prospectus will permit the Company, through our Chief Executive Officer to sell the newly issued shares of the Company directly to the public, with no commission or other remuneration payable to her for any shares she may sell. In offering the securities on our behalf, she will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The shares will be offered at a fixed price of $0.10 per share for a period of three months from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends three months from the effective date of this prospectus), (ii) the date when the sale of all 2,500,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 2,500,000 shares registered under the Registration Statement of which this prospectus is part. There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority ("FINRA") for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board or the OTCQB. To be eligible for quotation, issuers must remain current in their quarterly and annual filings with the SEC. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board or the OTCQB. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop. We are an "emerging growth company" under the federal securities laws and will be subject to reduced public company reporting requirements. Pony Group Inc. is a startup company and has recently started its operations. To date we have been involved primarily in organizational activities and our revenue is nominal. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford the loss of your investment. Our independent registered public accountant has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern. See "Risk Factors" beginning on page 6 of this prospectus for a discussion of information that should be considered before making a decision to purchase our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is ________________, 2020. Our Strengths The competitive strengths of our service is our high quality car fleets that we utilize, outstanding user experience, flexibility and convenience. Together, these elements differentiate us from others. High quality car fleets. Outstanding user experience. Flexibility and convenience. Our Growth Strategy Key elements of our growth strategy include: Grow our customer base. Increase our use cases. Invest in technology to increase efficiency. Corporate Information Our principal executive offices are located at Engineer Experiment Building, A202, 7 Gaoxin South Avenue, Nanshan District, Shenzhen, Guangdong Province, China 518054. Our telephone number at this address is +86 0755 86665622. Our agent for service of process in the United States is A Registered Agent Inc. To make inquiries, investors should contact our principal executive offices at the address and telephone number listed above. Implications of Being an Emerging Growth Company We qualify as an "emerging growth company" as defined under the Securities Act of 1933, as amended (the "Securities Act"). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are otherwise applicable to public companies. These provisions include, but are not limited to: being permitted to present only two years of audited financial statements and only two years of related "Management s Discussion and Analysis of Financial Condition and Results of Operations" in this prospectus; not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (or the Sarbanes-Oxley Act); reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period. We will remain an emerging growth company until the earliest to occur of: (i) our reporting $1.07 billion or more in annual gross revenues; (ii) the end of fiscal year 2023; (iii) our issuance, in a three year period, of more than $1 billion in non-convertible debt; and (iv) the end of the fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million on the last business day of our second fiscal quarter. The Offering Shares of Common stock to be offered Up to 2,500,000 Shares Offering price per share The purchase price for the common stock being sold in this offering is expected to be at a fixed price of $0.10 per share of common stock. Common stock to be outstanding after this offering 11,500,000 shares. Duration of the Offering The shares will be offered for a period of three months from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (three months from the effective date of this prospectus), (ii) the date when the sale of all 2,500,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 2,500,000 shares registered under the Registration Statement of which this prospectus is part. Offering expenses We estimate our total offering expenses to be approximately $57,000. Use of proceeds We estimate that we will receive gross proceeds of $125,000, if 50% of the shares sold $187,500, if 75% of the shares sold $250,000, if 100% of the shares sold The gross proceeds from this offering must be remitted to China before we will be able to use the funds to grow our business. We intend to use the net proceeds of this offering as follows after we complete the remittance process: Approximately 40% for talent recruitment, product innovation and development; Approximately 30% for service offering expansion; Approximately 10% for sales and marketing; and Approximately 20% for general working capital. See "Use of Proceeds" for further information. Quotation of Common stock Our common stock is not presently quoted either over the counter or on a national exchange. We intend to seek a market maker for the quotation of our common stock on the OTC Market, which if approved would only occur following the effectiveness of the registration statement of which this prospectus forms a part.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/POLA_polar_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/POLA_polar_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..824c734c9f146733fa44f6214ab5dce184e7b346
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/POLA_polar_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1 RISK FACTORS 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 3 USE OF PROCEEDS 3 DIVIDEND POLICY 3 MARKET INFORMATION FOR OUR COMMON STOCK 3 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 4 SELLING SECURITY HOLDERS 6 PLAN OF DISTRIBUTION 8 Description OF SECURITiES PURCHASE AGREEMENT 10 DESCRIPTION OF CAPITAL STOCK 12 LEGAL MATTERS 15 EXPERTS 15 WHERE YOU CAN FIND ADDITIONAL INFORMATION 15 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 16 You should rely only on the information contained in this prospectus or a supplement to this prospectus. We have not authorized anyone to provide you with different information. The information in this prospectus is accurate only as of the date of this prospectus or the date of any supplement to this prospectus, regardless of the time of delivery of this prospectus or any supplement to this prospectus or any sale of our common stock. We are not making an offer to sell shares of common stock, and we are not soliciting an offer to buy shares of common stock, in any jurisdiction where the offer is not permitted. PROSPECTUS SUMMARY This summary highlights selected information included elsewhere in this prospectus and does not contain all of the information you should consider before buying shares of our common stock. You should read the entire prospectus carefully, especially the "Risk Factors" section and financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in shares of our common stock. Some of the statements in this prospectus constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements." In this prospectus, the words "we," "us," "our" and similar terms refer to Polar Power, Inc., a Delaware corporation, unless the context provides otherwise. Our Company Overview We design, manufacture and sell DC power generators, renewable energy and cooling systems for applications primarily in the telecommunications market and, to a lesser extent, in other markets, including military, electric vehicle charging, marine and industrial. Within the telecommunications market, our DC power systems provide reliable and low-cost DC power to service applications that do not have access to the utility grid (i.e., prime power applications) or have critical power needs and cannot be without power in the event of utility grid failure (i.e., back-up power applications). Within this market, we offer the following three configurations of our DC power systems, with output power ranging from 5 kW to 32 kW: DC base power systems. These systems integrate a DC generator and automated controls with remote monitoring, which are typically contained within an environmentally regulated enclosure. DC hybrid power systems. These systems incorporate lithium-ion batteries (or other advanced battery chemistries) with our proprietary BMS into our standard DC power systems. DC solar hybrid power systems. These systems incorporate photovoltaic and other sources of renewable energy into our DC hybrid power system. Our DC power systems are available in diesel, natural gas, LPG / propane and renewable formats, with diesel, natural gas and propane gas being the predominate formats. Corporate Information We were incorporated in 1979 in the State of Washington as Polar Products, Inc., and in 1991 we reincorporated in the State of California as Polar Power, Inc. In December 2016, we reincorporated in the State of Delaware. Our principal executive offices are located at 249 E. Gardena Blvd., Gardena, California 90248. Our telephone number is (310) 830-9153 and our Internet website is www.polarpower.com. The content of our Internet website does not constitute a part of this prospectus. The information in this prospectus is not complete and may be changed. The selling security holders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 28, 2020 PRELIMINARY PROSPECTUS POLAR POWER, INC. 1,875,000 Shares of Common Stock This prospectus relates to the proposed resale by the selling security holders named in this prospectus or their permitted assigns of up to 1,875,000 shares of our common stock, including 625,000 shares of our common stock issuable upon exercise of warrants, or the Warrants, held by the selling security holders, or the Warrant Shares. It is anticipated that the selling security holders will sell these shares of common stock from time to time in one or more transactions, in negotiated transactions or otherwise, at prevailing market prices or at prices otherwise negotiated. We will not receive any proceeds from the sale of the shares of common stock. However, we may receive proceeds from the cash exercise of the Warrants which, if exercised in cash at the current exercise price of $3.13 per share with respect to all of the 625,000 Warrant Shares, will result in gross proceeds of $1,956,250. The shares may be sold by the selling security holders to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information regarding the methods of sale you should refer to the section of this prospectus entitled "Plan of Distribution" on page 8. For a list of the selling security holders you should refer to the section of this prospectus entitled "Selling Security Holders" on page 6. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision. We are filing the registration statement of which this prospectus is a part to fulfill contractual obligations to do so as further described in the section of this prospectus entitled "Description of Securities Purchase Agreement". Our common stock is listed on The Nasdaq Capital Market under the symbol "POLA." The last reported price of our common stock on July 24, 2020, was $3.06 per share. Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 3 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2020. ABOUT THIS PROSPECTUS This prospectus relates to the resale by the selling security holders of up to 1,875,000 shares of our common stock, including 625,000 Warrant Shares, in each case as described below under "Description of Securities Purchase Agreement" and "Description of Capital Stock." We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale of shares of common stock by the selling security holders. This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission, or the SEC. It omits some of the information contained in the registration statement and reference is made to the registration statement for further information with regard to us and the securities being offered by the selling security holders. You should review the information and exhibits in the registration statement for further information about us and the securities being offered hereby. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to the filings. You should review the complete document to evaluate these statements. You should read this prospectus, any documents that we incorporate by reference in this prospectus and the additional information described below under "Where You Can Find Additional Information" and "Incorporation of Certain Information By Reference" before making an investment decision. You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or any documents we incorporate by reference herein is accurate as of any date other than the date on the front of such document. Our business, financial condition, results of operations and prospects may have changed since those dates. The Offering Securities offered by the selling security holders 1,875,000 shares of common stock. Common stock outstanding prior to this offering 10,125,681 shares, as of July 1, 2020. Common stock to be outstanding after this offering 12,000,681 shares, which gives effect to the shares of common stock offered under this prospectus. The Nasdaq Capital Market symbol POLA Use of Proceeds We will not receive any of the proceeds from the sale of the shares of common stock being offered under this prospectus. However, we may receive proceeds from the cash exercise of the Warrants which, if exercised in cash at the current exercise price with respect to all of the 625,000 Warrant Shares, will result in gross proceeds of $1,956,250. See "Use of Proceeds." Risk Factors There are many risks related to our business, this offering and ownership of our common stock that you should consider before you decide to buy our common stock in this offering. You should read the "Risk Factors" section beginning on page 3, as well as other cautionary statements throughout this prospectus, before investing in shares of our common stock. The number of shares of common stock that will be outstanding upon the completion of this offering is based on the 11,375,681 shares outstanding as of July 24, 2020 (which amount includes the 1,250,000 shares of common stock issued to the security holders under the terms of the securities purchase agreement described below), and excludes the following: 140,000 shares of common stock issuable upon the exercise of outstanding options, having a weighted average exercise price of $5.22 per share; 115,000 shares of common stock issuable upon the exercise of outstanding warrants (other than the Warrants), having an exercise price of $8.75 per share; 1,614,385 shares of common stock reserved for future issuance under our 2016 Stock Incentive Plan, or 2016 Plan; and any additional shares of common stock we may issue from time to time after that date. RISK FACTORS Before you invest in our securities, in addition to the other information, documents or reports incorporated by reference in this prospectus and any prospectus supplement or other offering materials, you should carefully consider the risk factors in the section entitled
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/PRIAF_prime_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/PRIAF_prime_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ffbc975af94da87e154a3b9e0acc1c8462167db9
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/PRIAF_prime_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "Companies Law" are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; "company," "we," "us," "our," or "our company" are to Prime Impact Acquisition I, a Cayman Islands exempted company; "founders" are to Michael Cordano, our Co-Chief Executive Officer, Mark Long, our Co-Chief Executive Officer, Chief Financial Officer and director, and Jim McLean; "founder shares" are to our Class B ordinary shares initially issued to our sponsor, and any such shares transferred to our directors, in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be "public shares"); "initial shareholders" are to our sponsor and each other holder of founder shares upon the consummation of this offering; "ordinary shares" are to our Class A ordinary shares and our Class B ordinary shares; "our founding team" are to our executive officers and directors (including our director nominees who will become directors at the consummation of this offering); "private placement warrants" are to the warrants sold to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; "public shareholders" are to the holders of our public shares, including our sponsor and founding team to the extent our sponsor and/or members of our founding team purchase public shares, provided that our sponsor's and each member of our founding team's status as a "public shareholder" will only exist with respect to such public shares; "public shares" are to our Class A ordinary shares to be sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and "sponsor" are to Prime Impact Cayman, LLC, a Cayman Islands limited liability company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents GENERAL Prime Impact Acquisition I is a blank check company domiciled in the Cayman Islands whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We intend to focus on acquisition opportunities that capitalize on the growth of the data-centric economy. This economy is characterized by the dramatic growth in data, the increasing value that can be generated from that data and the profound disruption that harnessing and managing such data can have throughout the global economy. According to an industry source, the annual volume of data created worldwide from mobile devices, cloud computing, Internet of Things (IoT) devices and a host of other sources is expected to grow at a compound annual rate of over 28% from 2019 to 2025. That data is also becoming more valuable, as new applications allow consumers, businesses and governments to transform the way they live and operate and to address evolving needs, from healthcare and education to transportation, commerce and entertainment, among many others. According to an industry source, by 2025, digitization and the adoption of new technologies that leverage the resulting data sets could add up to $33 trillion in economic impact globally. The ability to adapt to the rapidly changing digital ecosystem and exploit the value of the explosion in increasingly valuable data will be an important source of competitive differentiation. We believe that advances in Artificial Intelligence (AI), machine learning, cloud computing, mobile applications, automation throughout global supply chains, clean energy solutions, autonomous vehicles and the consumer and industrial IoT will drive sustained growth and accelerate the digital transformation of the enterprise and lead to significant value creation. The development and application of these new technologies are expected to create massive opportunities within new and existing sectors, such as technology, media and telecom (TMT), medicine and healthcare (Med Tech) and traditional industries (Industrial Tech). At the same time, growing geopolitical and macroeconomic complexity and uncertainty are fueling volatility, creating financial market dislocations and increasing the availability of attractive assets. The traditional model of globalization is evolving under the pressures of geopolitical competition, especially between the U.S. and China. Nonetheless, we believe global interconnection via trade remains and will continue to be a powerful driver of economic growth. For companies to operate in this new environment, they will need to re-examine their market access strategies to navigate new barriers and restrictions, reengineer their supply chains for greater resilience and structure their organizations to leverage the best talent globally. Our management team possesses the skills and expertise needed to unlock growth and value in this dynamic environment. It is our goal to acquire companies that can evolve to exploit the opportunities and navigate the challenges of the complex, data-centric global economy. We will target companies that are benefiting from the disruptive impact of new technologies and the continuing growth in developing markets, such as China and India. We intend to drive long-term growth and build a successful public company through disciplined strategic execution and a commitment to environmental sustainability, social responsibility and strong corporate governance (ESG). Prime Impact Acquisition I (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 6770 (Primary Standard Industrial Classification Code Number) 98-1554335 (I.R.S. Employer Identification No.) 123 E San Carlos Street, Suite 12 San Jose, California 95112 Tel: (650) 825-6965 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents MANAGEMENT TEAM With CXO-level operating capabilities developed at leading large-scale global technology companies, as well as entrepreneurial insight and expertise, we believe our founders' diverse and complementary backgrounds can have a transformative impact on a target business. Mike Cordano and Mark Long are proven technology executives with a shared history of acquiring and building successful companies, while generating attractive shareholder returns. Together, over the past decade, they have created billions of dollars in realized investor value, while managing secular disruption and cyclical industry risk. They have successfully operated and completed transformational cross-border transactions on a global basis. Our management team has deep expertise enabling innovation, broad customer engagements and management of supply chains across key geographies, such as China, Japan, Southeast Asia and India. They have been at the center of the data infrastructure ecosystem building extensive networks of relationships with the largest technology developers and users around the world. They have decades of experience navigating the regulatory, cultural and competitive constraints necessary to successfully access key growth markets in East Asia, India and worldwide. Our broader management team is comprised of industry leaders with deep roots in Silicon Valley, India, China and broader Asia. Our management team includes proven leaders with a diverse set of experiences and complementary skills, as investors, entrepreneurs, senior executives and transactional professionals. This group will leverage their extensive network for access to global acquisition opportunities and proven executives to augment the management team of potential acquisitions. Michael Cordano, Founder and Co-CEO For over three decades, Mike Cordano has been a catalyst for growth and transformation with a proven track record of creating new markets by anticipating technology inflection points and market disruptions. From October 2015 to March 2020, Mr. Cordano was the President and COO of Western Digital Corporation, a leading developer and manufacturer of data storage devices and solutions worldwide, where he was responsible for all the operating functions of the company including the Business Units, Engineering, Operations, Sales, Marketing and Information Technology. He has a keen understanding of market and technology drivers, and has guided strategic investments and/or acquisitions of numerous technology leaders, including Virident (2013), Amplidata (2015), SanDisk Corp. (2015) and Tegile (2017). Cordano led the successful integration of three Fortune 500-scale companies, Western Digital Corporation, SanDisk and Hitachi Global Storage Technologies (HGST), to create a $20 billion data infrastructure leader, well-positioned for long-term growth and value creation. Mr. Cordano has also led successful turnarounds of multiple companies in the data infrastructure ecosystem, including HGST, which was subsequently sold to Western Digital Corporation, and Maxtor Corporation, which was sold to Seagate Technology. In 2005, he founded Fabrik, Inc., a developer and supplier of portable and external storage solutions; as CEO of the company, he led a successful sale of the company to HGST in 2009. He received a B.S. in business from, and serves on the advisory board of, the Leeds School of Business, University of Colorado. Mark Long, Founder, Co-CEO, CFO and Director Mark Long is a 25-year Silicon Valley veteran with broad strategic, financial and transactional experience. He has focused on driving innovation and value creation throughout his career as an experienced technology executive, investor and investment banker with an emphasis on the software, SaaS, digital media, Internet, entertainment and storage sectors. Mr. Long drove a 10-year transformation of the data storage industry, most recently as CFO (2016 2019) and CSO (2015 2019) of Western Digital, where he led strategy development, mergers and acquisitions, corporate investments, financial management, investor relations, accounting and related activities. He partnered with Mr. Cordano on the development and implementation of strategic investments, acquisitions and integrations that built the $20 billion data infrastructure leader. Prior to Western Digital, he was Mark Long Co-Chief Executive Officer and Chief Financial Officer 123 E San Carlos Street, Suite 12 San Jose, California 95112 Tel: (650) 825-6965 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents responsible for Strategic Development at HGST (2009 - 2012), driving the turn-around of the company with Mr. Cordano, and overseeing its eventual sale to Western Digital for $4.8 billion. Mr. Long joined HGST after serving as the financial advisor to Fabrik in its sale to HGST in 2009. Mr. Long has a J.D. and M.B.A. from the University of Michigan, where he co-founded the Michigan Technology Law Review. Jim McLean, Founder Jim McLean has over 20 years of successful venture capital investing focused on early stage, next-generation enterprise technology. Mr. McLean's track record in the venture industry spans nearly two decades with experience at several of the industry's leading firms. He founded Silicon Valley Data Capital, an early-stage venture fund focused on transformative data companies, where he is currently Managing Member. In addition to founding Silicon Valley Data Capital, Jim is a Co-Founder of Silicon Valley Data Science, 365 Data Centers, and SiteSmith. Over his career, he has led a number of successful investments including: Ahura (sold to ThermoFisher), Alantec (sold to Fore Systems), Arbinet (public ARBX), Aurora (sold to Arris Corp), Boston Communications Group (public BCGI), Fabrik (sold to Western Digital), New Oak Communications (sold to Bay Networks), NewCity (sold to Clear Channel), OpSource (sold to NTT), Polycom (PLCM), SiteSmith (sold to MFN), Sonus Networks (public SONS), UUNet (sold to Worldcom), and V-Bits (sold to Cisco). Prior to forming Silicon Valley Data Capital, Mr. McLean was a Venture Partner at Crosslink Capital having joined after leading US investing at 3i Ventures, a global venture capital fund. Before 3i, he was a Partner at ComVentures, Founder of Bedrock Capital Partners, Partner at Highland Capital, and served as an Associate at Accel Partners. He serves on the advisory boards of Harvard's School of Engineering and Pathfinder.org. He previously served on several advisory boards for Stanford University. Cathleen Benko, Director Nominee Cathleen Benko is known as a strategist, innovative thinker and market cultivator with a pattern of being tapped for roles where breakthrough progress is needed. During her nearly 30-year career with Deloitte LLP ("Deloitte"), Ms. Benko held many leadership roles, several concurrent with her appointment as Vice Chairman and Managing Principal in 2011, including serving as Senior Partner working within Deloitte's "Digital Giants" practice where she was the senior advisory partner for several digital-native companies, as the Chief Digital, Brand and Communications Officer of Deloitte, and has held multiple technology and talent management roles, including serving as Deloitte's first Vice Chairman and Chief Talent Officer, its Chief Inclusion Officer, and as Managing Principal of Deloitte's Initiative for the Retention and Advancement of Women. Ms. Benko also led Deloitte's technology sector and was previously Deloitte's first Global e-Business Leader. In addition to serving on NIKE Inc.'s board of directors, Ms. Benko is senior advisor to the Federal Institute for Inclusion and several early stage Silicon Valley-based companies. Ms. Benko is chair of a Harvard Business School/NC Advisory Council and a member of the board of directors of nonprofit organizations, including Stanford's Institute for Research in the Social Sciences, American Corporate Partners, National Association of Corporate Directors and the International Women's Forum. Further, Ms. Benko is a U.S. patent-holder and best-selling author of three books and numerous articles published in top tier publications. She has been frequently acknowledged for her professional achievements including Consulting Magazine's "25 Most Influential Consultants," "Frontline Leader," and the publication's inaugural "Leadership Achievement Award" for women leaders. Ms. Benko earned a B.S. from Ramapo College of New Jersey where she was awarded the President's Award of Merit, the School's highest distinction, and an M.B.A. from Harvard Business School. Jocelyn M. Arel Heidi E. Mayon Daniel J. Espinoza Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 Tel: (617) 570-1000 Alan F. Denenberg Derek J. Dostal Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA 94025 United States of America Tel: (650) 752-2000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AMOUNT BEING REGISTERED PROPOSED MAXIMUM OFFERING PRICE PER SECURITY(1) PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of a redeemable Warrant to acquire one Class A ordinary share(2) 34,500,000 units $10.00 $345,000,000 $44,781.00 Class A ordinary shares included as part of the Units(3) 34,500,000 shares (4) Redeemable warrants to acquire one Class A ordinary share included as part of the Units(3) 11,500,000 warrants (4) Total $345,000,000 $44,781.00(5) (1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. (2)Includes 4,500,000 Units, consisting of 4,500,000 Class A ordinary shares and 1,500,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3)Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions. (4)No fee pursuant to Rule 457(g). (5)Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Roger Crockett, Director Nominee Mr. Crockett is a successful global executive and entrepreneur with over 20 years of experience in driving organizational development through diversity and thought leadership. Mr. Crockett is responsible for leading Diversity & Inclusion initiatives across Western Digital's global footprint to its 65,000 employees. Prior to Western Digital, Mr. Crockett was a Senior Partner at a diversity and inclusion training and consulting firm, InQUEST Consulting. At InQUEST he worked with clients to enhance diversity awareness and build cultures of inclusive leadership. Mr. Crockett also founded R.O. Crockett Leadership Advisory and co-founded Global Performance Partners Inc., organizations that partnered with executives from major brands, such as PricewaterhouseCoopers, Twitter and Microsoft, on strategic alignment and execution of corporate diversity and inclusion programs. Mr. Crockett serves on the Board of Advisors to Upkey Corp, an education and career development software service for underrepresented students, and he is the former Vice Chairman of Saint Xavier University's Board of Trustees. His work as a catalyst for inclusion and innovation led to him being recognized in 2015 as a Chicago United Business Leader of Color, alongside leaders such as former First Lady Michelle Obama and former McDonald's CEO Don Thomson. Additionally, Mr. Crockett is a former Chicago Deputy Bureau Chief for BusinessWeek Magazine, where he wrote award-winning articles about business and diversity. Mr. Crockett holds a Bachelor's in English Literature from UCLA and a Master's in Journalism with an emphasis on business from Columbia University. Dixon Doll, Director Nominee For more than 35 years, Dixon Doll has influenced and guided entrepreneurs, investors and executives in the computer, communications, and internet industries. In the mid-1980s, Mr. Doll co-founded the venture capital industry's first fund focused exclusively on telecommunication opportunities, Accel Partners. Also, Mr. Doll co-founded DCM Ventures, formerly Doll Capital Management, where he built a leading, global venture capital firm with offices in Silicon Valley, Beijing and Tokyo. DCM Ventures is also widely regarded as the first Silicon Valley venture firm to successfully invest in China, Japan and the U.S. His diverse experience also includes strategy consulting, teaching, authoring two books, Bloomberg Television appearances, economic policy leadership, non-profit fundraising & investment management and innovative philanthropic accomplishments. Mr. Doll currently serves as the Vice Chairman of Stanford Institute for Economic Policy Research. Mr. Doll also serves on the boards of the University of San Francisco, chairing its Investment Committee, the San Francisco Opera and the Papal Foundation Board, serving on the Investment Committees for both entities, and on the Investment Advisory Board for Amadeus Capital (UK). He also served on the board of directors of DirecTV for five years before its acquisition by AT&T in 2015. Mr. Doll was named to the Forbes Midas List for four consecutive years in the early 2000s and received the 2013 Special Achievement Award in Venture Capital from the International Business Forum. He was elected to the Board of the U.S. National Venture Capital Association in 2005, serving on the Executive Committee and as Chairman in 2008 2009. Mr. Doll received his B.S. degree (cum laude) from Kansas State University plus his M.S. and Ph.D. degrees in Electrical Engineering from the University of Michigan, where he was a National Science Foundation scholar. Keyur Patel, Director Nominee Over the past 25 years, Keyur Patel has founded a half dozen digital media and technology companies and led the investments and turnarounds for such brands as Inktomi Corporation, and has invested, and incubated a number of successful companies including Webvibe, NDTV, IndiaTV, and Phoenix Software. He has been a successful public equity investor, demonstrating an ability to identify Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 4, 2020 PRELIMINARY PROSPECTUS $300,000,000 Prime Impact Acquisition I 30,000,000 Units Prime Impact Acquisition I is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 4,500,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Prime Impact Cayman, LLC, has agreed to purchase 5,400,000 warrants (or 6,000,000 warrants if the underwriters' over-allotment option is exercised in full), at a price of $1.50 per warrant in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $8,100,000 (or $9,000,000 if the over-allotment option is exercised in full) that will close simultaneously with the closing of this offering. Each private warrant is identical to the public warrants sold in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders currently own 8,625,000 Class B ordinary shares (up to 1,125,000 of which are subject to forfeiture) which will automatically convert into Class A ordinary shares at the time of our initial business combination as described herein. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Currently, there is no public market for our securities. We have applied to have our units listed on the New York Stock Exchange, or NYSE, under the symbol "PIAI.U." We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on NYSE under the symbols "PIAI" and "PIAI.W," respectively, on the 52nd day following the date of this prospectus unless Goldman Sachs & Co. LLC and BofA Securities, Inc. inform us of their decision to permit earlier separate trading and we have satisfied certain conditions described herein. We are an "emerging growth company" and "smaller reporting company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 35 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PER UNIT TOTAL Public offering price $10.00 $300,000,000 Underwriting discounts and commissions(1) $0.55 $16,500,000 Proceeds, before expenses, to us $9.45 $283,500,000 (1)Includes $0.35 per unit, or $10,500,000 in the aggregate (or $12,075,000 in the aggregate if the underwriters' over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also "Underwriting" for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $300.0 million, or $345.0 million if the underwriters' over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020. Table of Contents leaders in key stages of the evolution of technology. Mr. Patel is a Managing Partner of Fuse Capital and Fuse+Media Pvt. Ltd, a investment firm. He has also served as Vice Chair, Managing Partner and Chief Strategy Officer of KPMG Consulting and Founder and CEO of KPMG Internet Business, and Managing Director of PriceWaterhouseCoopers. Joanna Strober, Director Nominee Joanna Strober is a technology and finance executive focused on helping companies scale and evaluating new investments. In addition to founding, raising capital for, and running her own successful company, she has more than 20 years of experience in direct private equity and venture capital investing in digital health and consumer companies. As an advisor to and investor in a number of notable consumer Internet companies that went public, including Blue Nile, eToys, Babycenter (as part of eToys), HotJobs and Flycast, Ms. Strober is a seasoned board director whose experience includes membership on Blue Nile's Compensation and Audit Committees. A former practicing corporate attorney, Ms. Strober is a persuasive advocate with expertise in a variety of corporate transactions, including public offerings and mergers and acquisitions. Ms. Strober was the Founder and Chief Executive Officer of Kurbo Health, the largest global provider of pediatric obesity treatments through 2018 at which time it was acquired by Weight Watchers Reimagined and Ms. Strober became the head of the child/teen division of Weight Watchers. She also currently leads business development efforts for Weight Watchers Health Solutions to generate relationships with platforms and health insurers. Prior to creating Kurbo Health, Ms. Strober spent six years as a Managing Director at Sterling Stamos Capital Management, where she established and managed the firm's Private Equity and Venture Capital fund of funds. She has also raised and invested capital for private equity and venture funds at Pacific Community Ventures and Symphony Technology Group, as well as at Bessemer Venture Partners, where she was a General Partner. Ms. Strober is also the co-author of Getting to 50/50, a Random House book that focuses on women and leadership. An experienced public speaker and repeated Guest Lecturer at the Stanford Graduate School of Business, she has given many talks on this subject to corporations and educational institutions. She has a B.A. from the University of Pennsylvania, where she graduated magna cum laude and Phi Beta Kappa, and a J.D. from UCLA Law School, where she served as an Editor of the UCLA Law Review. We believe our management team has a competitive advantage as a result of their experience leading global technology companies, with strengths in corporate strategy and transactions, public company operations and application of technology as an enabler of growth and business transformation. We believe our combined experience will enable us to offer public investors and target company stakeholders a differentiated approach to accelerating growth in key global markets, extending the management team, enhancing operating efficiency and operating successfully as a public company. Notwithstanding our founders' and management team's past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. You should not rely on the historical record of our founders' and management's performance as indicative of our future performance. Joint Book-Running Managers Goldman Sachs & Co. LLC BofA Securities Table of Contents BUSINESS STRATEGY Our business strategy will leverage a purpose-built model to focus on areas of growth by capitalizing on long-term secular trends and technology disruption driven by the ongoing shift to a data-centric global economy. We have chosen to domicile the Company in the Cayman Islands, so that we can more efficiently access acquisition opportunities outside the U.S. However, we will also be capable of completing an acquisition within the U.S. if that proves to be the best opportunity to create value for our shareholders. We seek to identify and complete our initial business combination with a company that complements the experiences and skills of our founders and can benefit from their operational expertise. We will capitalize on the management team's extensive relationship networks for access to high quality potential targets. The selection process will leverage our founders' industry skills and experience to add value to a target company. We will apply the capabilities of our management team to enhance growth and profitability of the potential targets, including through access to key global markets and technology development ecosystems, as well as through strategic acquisitions and operational transformations. We intend to focus our search for an initial business combination on companies, or divisions of companies, globally in the TMT, Med Tech and Industrial Tech sectors. We will position any potential business combination for success as a public company by providing resources and guidance on ESG issues, opportunities and challenges. Table of Contents BUSINESS COMBINATION CRITERIA Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. Size: We intend to focus on companies that alone, or through a strategic combination with another company, have an enterprise valuation between $1.5 billion and $4.0 billion, or larger. We believe at this scale we can most effectively apply the experience and resources of the management team to accelerate growth and enhance profitability. Location: We are searching for attractive target acquisition opportunities globally, with particular emphasis on companies in Europe, Asia and North America. Focus: We plan to target companies in the TMT, Med Tech and Industrial Tech sectors globally. Within those broader sectors, we will concentrate on companies that are aligned to the secular trends of digitization, data-centricity and broader technology adoption and positioned for strong growth that can be enhanced through partnership with our management team. Management Capability: We plan to target companies with strong management teams that are capable of scaling to operate successfully on a global basis. Our management team is committed to providing support, guidance and, where necessary, additional management talent to assist the target company in executing its value creation strategy and achieving its vision. Differentiation: We are looking for potential acquisitions that have powerful competitive advantages, strong innovation capabilities and an adaptive management team committed to a positive culture grounded in strong values, including the importance of diversity and inclusion and serving the interests of a broader set of stakeholders. GENERAL We are a newly incorporated blank check company incorporated on July 21, 2020 as a Cayman Islands exempted company incorporated for the purpose of offering an alternate path to the public markets, which we will achieve by effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. INITIAL BUSINESS COMBINATION The NYSE rules and our amended and restated memorandum and articles of association require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). We refer to this as the 80% net assets test. If our board of directors is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or accounting firm with respect to the Table of Contents satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of a partner business or businesses, it may be unable to do so if it is less familiar or experienced with the partner company's business, there is a significant amount of uncertainty as to the value of the company's assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and our board of directors determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the partner business meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of a partner business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the partner business or businesses. We may, however, structure our initial business combination such that the post -business combination company owns or acquires less than 100% of such interests or assets of the partner business in order to meet certain objectives of the partner management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the partner business or otherwise acquires a controlling interest in the partner sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the partner business, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner business and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a partner business. In this case, we would acquire a 100% controlling interest in the partner business. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to the completion of our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one partner business, the 80% of net assets test will be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. We are not under any obligation to sell any such shares. If we sell shares to our sponsor (or any other investor) in connection with our initial business combination, the equity interest of investors in this offering in the combined company may be diluted and the market prices for our securities may be adversely affected. In addition, if the per share trading price of our ordinary shares is greater than the price per share paid in the private placement, the private placement will result in value dilution to you, in addition to the immediate dilution that you will experience in connection with the consummation of this offering. See "Dilution." Table of Contents Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Officers and members of our board of directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular partner business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a partner business as a condition to any agreement with respect to our initial business combination. We have not selected any business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. We have not (nor has anyone on our behalf) contacted any prospective partner business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. In addition, certain of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, any future special purpose acquisition companies we expect they may be involved in and investment funds, accounts, co- investment vehicles and other entities such entities have invested. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any future special purpose acquisition companies we expect they may be involved in and any other investment vehicles), then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. In addition, our founders, officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. In particular, in the future we expect certain of our officers and directors may be officers and/or directors of other future special purpose acquisition companies. Table of Contents Corporate Information Our executive offices are located at 123 E San Carlos Street, Suite 12, San Jose, California 95112. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to "emerging growth company" have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30. Table of Contents THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our founding team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled "Risk Factors" of this prospectus. Securities offered 30,000,000 units (or 34,500,000 units if the underwriters' over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one redeemable warrant. Proposed NYSE symbols Units: PIAI.U Class A ordinary shares: PIAI Warrants: PIAI.W Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Goldman Sachs & Co. LLC and BofA Securities, Inc inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report (1)Assumes no exercise of the underwriters' over-allotment option. (2)Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption "Founder shares conversion and anti-dilution rights" and in our amended and restated memorandum and articles of association. (3)Does not include up to 1,125,000 founder shares that are currently outstanding and subject to forfeiture in the underwriters' over-allotment option is not exercised. (4)Includes 30,000,000 public shares and 7,500,000 founder shares, assuming 1,125,000 founder shares have been forfeited. (5)Includes 10,000,000 public warrants included in the units sold in this offering and 5,400,000 private placement warrants to be sold in the private placement. Table of Contents whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole Class A ordinary share, thus making us, we believe, a more attractive business combination partner for partner businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our ordinary shares during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and 18.00 per share redemption trigger prices described below under "Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00" and "Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00" will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the Table of Contents state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a "covered security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Table of Contents Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days' prior written notice of redemption, which we refer to as the "30-day redemption period"; and if, and only if, the last reported sales price (the "closing price") of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the "Reference Value"). We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a "cashless" basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 After the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days' prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under "Description of Securities Warrants Public Shareholders' Warrants" based on the redemption date and the "fair market value" of our Class A ordinary shares (as defined below) ; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share sub-divisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before we send the notice of redemption to the warrant holders; and Table of Contents if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like), then the private placement warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder's ability to cashless exercise its warrants) as the outstanding public warrants as described above. The "fair market value" of our Class A ordinary shares shall mean the volume-weighted average price of our Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled "Description of Securities Warrants Public Shareholders' Warrants" for additional information. Founder shares On July 23, 2020, our sponsor paid $25,000, or approximately $0.003 per share, to cover for certain offering costs in consideration for 8,625,000 founder shares. On September 3, 2020, our sponsor transferred 20,000 founder shares to each of Cathleen Benko, Roger Crockett, Dixon Doll, Keyur Patel and Joanna Strober. Such founder shares will not be subject to forfeiture in the event the underwriters' over-allotment is not exercised. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our initial shareholders (and their permitted transferees), on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 1,125,000 founder shares held by our sponsor are subject to forfeiture, depending on the extent to which the underwriter's over-allotment option is exercised. Table of Contents The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to the completion of our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold, (ii) to waive their redemption rights with respect to any founder shares and any public shares purchased during or after this offering in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our founding team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders' founder shares, we would need 11,250,001, or 37.5%, of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business Table of Contents combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised); the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption "Founder shares conversion and anti-dilution rights" and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our sponsor and our founding team have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and founding team with respect to any founder shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares immediately upon the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation of this offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Table of Contents initial business combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term "equity-linked securities" refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution passed by a majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of the NYSE then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Our amended and restated memorandum and articles of association provide that our board of directors will be divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 5,400,000 warrants (or 6,000,000 warrants if the underwriters' over-allotment option is exercised in full), at a price of $1.50 per warrant in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $8,100,000 (or $9,000,000 if the over-allotment option is Table of Contents exercised in full) that will close simultaneously with the closing of this offering. The private placement warrants will be non- redeemable by us (except as set forth under "Description of Securities Warrants Public Shareholders' Warrants Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00") and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see "Description of Securities Warrants Private Placement Warrants"). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the "historical fair market value" over the exercise price of the warrants by (x) the historical fair market value. The "historical fair market value" will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account $300,000,000 (or $345,000,000 if the over-allotment option is exercised in full) of the net proceeds of this offering and the proceeds we will receive from the sale of the private warrants, or $10.00 per unit sold to the public in this offering, will be deposited in a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus and approximately $1,000,000 will be used to pay expenses in connection with the closing of this offering and approximately $1,100,000 will be used for working capital following this offering. These proceeds Table of Contents on Form 8-K promptly after the closing of this offering. If the underwriters' over- allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters' over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 30,000,000(1) Ordinary shares: Number outstanding before this offering 7,500,000(2)(3) Number outstanding after this offering 37,500,000(1)(2)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 5,400,000(1) Number of warrants to be outstanding after this offering and the private placement 15,400,000(1)(5) Exercisability Each whole warrant sold in this offering is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain Table of Contents include $10,500,000 ($12,075,000 if the underwriters' over-allotment option is exercised in full) in deferred underwriting commissions which will be paid to the underwriters upon the closing of the business combination. The remainder of the net proceeds of this offering will not be held in the trust account. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest Table of Contents income (if any) to pay our income taxes, if any. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.5% per year, we estimate the interest earned on the trust account will be approximately $1,000,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,100,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination NYSE rules and our amended and restated memorandum and articles of association require that our initial business combination must occur with one or more partner businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the partner business or is otherwise not required to register as an investment company under the Investment Company Act. Even if the Table of Contents post-business combination company owns or acquires 50% or more of the voting securities of the partner business, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one partner business, the 80% of net assets test will be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to the completion of our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If our sponsor, directors, executive officers, advisors or their affiliates engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction Table of Contents subject to the going- private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See "Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities" for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a partner that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption right may Table of Contents include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. Limitations on redemptions Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the partner or its owners, (ii) cash to be transferred to the partner for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned Table of Contents to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and our founding team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders' founder shares, we would need 11,250,001, or 37.5%, of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). Each public shareholder may elect to redeem Table of Contents their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days' notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Table of Contents more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our founders to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder's shares are not purchased by us, our sponsor or our founding team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders' ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a partner that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders' ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption "Redemption rights for public shareholders upon completion of our initial business combination," to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the partner or owners of the partner of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-business combination businesses, the payment of principal or interest due on indebtedness incurred in completing our initial Table of Contents business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association provides that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor and each member of our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement warrants they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Table of Contents Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption "Limitations on redemptions." For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder's fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held Table of Contents in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering- related and organizational expenses; reimbursement for office space, secretarial and administrative services provided to us by our sponsor, in the amount of $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post- business combination company at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to the completion of our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled "Management Committees of the Board of Directors Audit Committee." Table of Contents Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our founding team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see "Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419." You should carefully consider these and the other risks set forth in the section entitled "Risk Factors" of this prospectus. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/PUBM_pubmatic_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/PUBM_pubmatic_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/PUBM_pubmatic_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/PULM_pulmatrix_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/PULM_pulmatrix_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..69d9f14e1b788084c4eb010ac17334939899441b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/PULM_pulmatrix_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary provides an overview of selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information you should consider before investing in our securities. You should carefully read the prospectus, the information incorporated by reference and the registration statement of which this prospectus is a part in their entirety before investing in our securities, including the information discussed under "Risk Factors" in this prospectus and the documents incorporated by reference and our financial statements and notes thereto that are incorporated by reference in this prospectus. Some of the statements in this prospectus and the documents incorporated by reference herein constitute forward-looking statements that involve risks and uncertainties. See information set forth under the section "Special Note Regarding Forward-Looking Statements." As used in this prospectus, unless the context otherwise indicates, the terms "we," "our," "us," or the "Company" refer to Pulmatrix, Inc., a Delaware corporation, and its subsidiaries taken as a whole. Overview We are a clinical stage biotechnology company focused on the discovery and development of novel inhaled therapeutic products intended to prevent and treat respiratory and other diseases with significant unmet medical needs. We design and develop inhaled therapeutic products based on our proprietary dry powder delivery technology, iSPERSE (inhaled Small Particles Easily Respirable and Emitted), which enables delivery of small or large molecule drugs to the lungs by inhalation for local or systemic applications. The iSPERSE powders are engineered to be small, dense particles with highly efficient dispersibility and delivery to airways. iSPERSE powders can be used with an array of dry powder inhaler technologies and can be formulated with a broad range of drug substances including small molecules and biologics. We believe the iSPERSE dry powder technology offers enhanced drug loading and delivery efficiency that outperforms traditional lactose-blend inhaled dry powder therapies. We believe the advantages of using the iSPERSE technology include reduced total inhaled powder mass, enhanced dosing efficiency, reduced cost of goods and improved safety and tolerability profiles. We are developing iSPERSE-based therapeutic candidates targeted at the prevention and treatment of a range of diseases, including allergic bronchopulmonary aspergillosis in patients with asthma and in patients with cystic fibrosis, and lung cancer. We are also exploring iSPERSE based therapeutics in neurological diseases. Recent Developments COVID-19 Developments In December 2019, a novel strain of coronavirus ("COVID-19"), was reported to have surfaced in Wuhan, China and has reached multiple other countries, resulting in government-imposed quarantines, travel restrictions and other public health safety measures in China and such other countries. On March 12, 2020, the World Health Organization ("WHO") declared COVID-19 to be a global pandemic, and the COVID-19 pandemic has resulted in significant financial market volatility and uncertainty in recent months. A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital, on our business, results of operations and financial condition, and on the market price of our common stock. The information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated June 25, 2020 Prospectus Pulmatrix, Inc. 6,687,869 Shares of Common Stock Underlying Warrants The selling stockholders named in this prospectus may use this prospectus to offer and resell from time to time up to 6,687,869 shares of our common stock, which are the shares of common stock issuable upon the conversion of warrants held by the selling stockholders (the "Shares"). These shares of common stock consist of: 1,433,447 shares of our common stock issuable upon exercise of the warrants (the "2019 Investor Warrants") we issued to certain selling stockholders on February 12, 2019, in a private offering exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a securities purchase agreement dated as of February 7, 2019; 4,787,553 shares of our common stock issuable upon exercise of the warrants (the "2020 Investor Warrants") we issued to certain selling stockholders on April 20, 2020, in a private offering exempt from registration under the Securities Act, pursuant to a securities purchase agreement dated as of April 16, 2020; 10,151 shares of our common stock issuable upon exercise of the warrants (the "January 2019 Warrants") we issued to certain selling stockholders as the designees of H.C. Wainwright & Co., LLC ("Wainwright") as part of Wainwright s compensation for serving as our underwriter in connection with a public offering that closed on January 31, 2019; 34,605 shares of our common stock issuable upon exercise of the warrants (the "February 2019 Warrants") we issued to certain selling stockholders as the designees of Wainwright as part of Wainwright s compensation for serving as our underwriter in connection with a public offering that closed on February 4, 2019; 110,922 shares of our common stock issuable upon exercise of the warrants (the "2019 PA Warrants") we issued to certain selling stockholders as the designees of Wainwright as part of Wainwright s compensation for serving as our placement agent in connection with an offering that closed on February 12, 2019; and 311,191 shares of our common stock issuable upon exercise of the warrants (the "2020 PA Warrants" and together with the January 2019 Warrants, the February 2019 Warrants, the 2019 PA Warrants and the 2020 PA Warrants, collectively the "Wainwright Warrants") we issued to certain selling stockholders as the designees of Wainwright as part of Wainwright s compensation for serving as our placement agent in connection with an offering that closed on April 20, 2020. We refer to the 2019 Investor Warrants, 2020 Investor Warrants and the Wainwright Warrants collectively as the "Warrants." We will not receive any of the proceeds from the sale of our common stock by the selling stockholders. However, we will receive proceeds from the exercise of the Warrants if the Warrants are exercised for cash. We intend to use those proceeds, if any, for general corporate purposes. Any shares of common stock subject to resale hereunder will have been issued by us and acquired by the selling stockholders prior to any resale of such shares pursuant to this prospectus. The selling stockholders named in this prospectus, or its donees, pledgees, transferees or other successors-in-interest, may offer or resell the Shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The selling stockholders will bear all commissions and discounts, if any, attributable to the sale of Shares. We will bear all costs, expenses and fees in connection with the registration of the Shares. For additional information on the methods of sale that may be used by the selling stockholder, see "Plan of Distribution" beginning on page 10 of this prospectus. Our common stock is listed on the Nasdaq Capital Market under the symbol "PULM." On June 24, 2020, the last reported sale price of our common stock was $1.91 per share. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 4 of this prospectus and elsewhere in this prospectus for a discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Prospectus dated , 2020 In July of 2019, we initiated a Phase 2 clinical investigation for Pulmazole, our inhaled formulation of itraconazole, an anti-fungal drug commercially available as an oral drug that we are developing to treat and prevent pulmonary fungal infections. To date, five subjects have completed the 28-day dosing regimen, receiving either 10 mg, 20 mg, or 35 mg of Pulmazole or placebo in a randomized, double-blind treatment assignment. In the first quarter of 2020, we initiated the process of establishing additional study sites and amending the study protocol in order to improve enrollment. Also, January 28, 2020 the U.S. Food and Drug Administration (the "FDA") granted Fast Track designation to Pulmazole. However, as the COVID-19 pandemic escalated in late March and early April 2020, we were notified that 11 out of 21 clinical sites suspended enrollment in the Pulmazole study due to issues associated with COVID-19. Subsequently, we communicated with each of the remaining study sites as to their ability to ensure subject safety and completion of the study as per protocol. Following these discussions, we requested that each of these sites pause enrollment in the study pending further developments regarding the COVID-19 pandemic. As a result of this pause in enrollment, our expected development timeline for Pulmazole may be negatively impacted. The potential for delay in the development timeline, however, is dependent upon the timing of our ability to resume enrollment given the COVID-19 pandemic, the impact of the protocol amendment and adding additional study sites. Assuming we can resume enrollment by November 2020, top-line data for this study is anticipated mid-2021. However, given the unpredictable nature of the impact of this pandemic, the chance of COVID-19 infections increasing in the future after following a decline, coupled with the few patients who have completed the study to date, there may be further delays in obtaining this data. Separately, we plan to initiate a Phase 1b study of PUR1800 in stable moderate-severe COPD patients in the second half of 2020. The COVID-19 pandemic could delay this date or impact enrollment generally to the extent we cannot secure sites to enroll patients, patients remain or become subject to government "stay at home" mandates, patients feel like they cannot safely visit trial sites or patients drop out due to COVID-19 related issues. Moreover, the COVID-19 outbreak has caused and continues to cause indeterminable adverse effects on general commercial activity and the world economy, and the Company s business and results of operations could be adversely affected to the extent that COVID-19 or any other epidemic harms the global economy generally. We do not yet know the full extent of potential delays or impact on our business, our relationship with our business partners, our clinical trials or the global economy as a whole. However, any one or a combination of these events could have an adverse effect on the operation of and results from our clinical trials and on our other business operations. Corporate Information We were incorporated in 2013 as a Nevada corporation and converted to a Delaware corporation in September 2013. On June 15, 2015, we completed a merger with Pulmatrix Operating Company, changed our name to "Pulmatrix, Inc." and relocated our corporate headquarters to Lexington, Massachusetts. Our principal executive offices are located at 99 Hayden Avenue, Suite 390, Lexington, MA 02421 and our telephone number is (781) 357-2333. Our website is www.pulmatrix.com. Information contained on our website or that can be accessed through our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. TABLE OF CONTENTS PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/PYPD_polypid_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/PYPD_polypid_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c383c45d8588cba13a201413ac2d37b6013351fa
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/PYPD_polypid_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before deciding to invest in our ordinary shares, you should read this entire prospectus carefully, including the sections of this prospectus entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus. Unless the context otherwise requires, references in this prospectus to the "company," "PolyPid," "we," "us," "our" and other similar designations refer to PolyPid Ltd. and our subsidiary, PolyPid Inc. Company Overview We are a Phase 3 clinical-stage biopharmaceutical company focused on developing targeted, locally administered and prolonged-release therapeutics using our proprietary Polymer-Lipid Encapsulation matriX, or PLEX, technology. Our product candidates are designed to address diseases with high unmet medical needs by pairing our PLEX technology with drugs already approved by the U.S. Food and Drug Administration, or FDA. Our PLEX technology is designed to deliver drugs directly to precise sites in the body at predetermined release rates and over durations ranging from several days to several months. We believe that our PLEX technology and product candidates have the potential to cause a major shift in the management of a wide variety of localized medical conditions, including surgical site infections, or SSIs, cancer, inflammation and pain. Our lead product candidate, D-PLEX100, is in a potentially pivotal Phase 3 clinical trial for the prevention of sternal (bone) SSIs. We also plan to initiate the first of two potentially pivotal Phase 3 trials of D-PLEX100 for the prevention of abdominal (soft tissue) SSIs in the third quarter of 2020. We expect to report topline results from this trial at the end of 2021 and to initiate the second Phase 3 trial approximately six months after the initiation of the first trial. The World Health Organization, or WHO, estimates that SSIs result in up to $10 billion of additional hospital costs per year in the United States alone, and a further 11 billion per year in the European Union. We believe D-PLEX100, if approved, would be a significant improvement over the current standard of care, which includes systemic administration of drugs. We believe our PLEX technology has the potential to address many of the limitations of the current standard of care of systemic administration of drugs, resulting in significantly improved patient outcomes and lower overall cost of treatment by enabling targeted and local delivery of medications at predetermined and customizable release rates and duration. The systemic administration of drugs can have significant potential disadvantages for the treatment of localized medical conditions in the body, including limited efficacy due to poor local drug concentration, which often requires the use of a considerably higher quantity of drugs over a prolonged period of time and can result in substantial side effects. D-PLEX pairs our novel, proprietary PLEX technology with doxycycline, a first-line, broad spectrum and FDA-approved antibiotic. In our clinical trials to date, patients treated with D-PLEX demonstrated a reduction in SSIs compared to patients treated with the standard of care alone. Our lead product candidate, D-PLEX100, is currently in a potentially pivotal Phase 3 clinical trial for the prevention of SSIs in sternal (bone) surgeries, and we plan to initiate two potentially pivotal Phase 3 trials of D-PLEX100 for the prevention of abdominal (soft tissue) SSIs. Infections resulting from surgery can be fatal and create a significant public health burden despite the extensive use of systemically administered antibiotics both pre- and post-operatively and other measures taken to reduce infection risk in the intra-operative setting. SSIs occur in approximately 2% to 5% of all patients undergoing inpatient surgery worldwide. The WHO and the Centers for Disease Control and Prevention have recently labeled SSIs as a high priority unmet medical need due to the associated morbidity, mortality and economic cost burden. AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 to the fullest extent under applicable law, our rights, or the right of the applicable licensor to our trademark and tradenames. The terms "shekel," "Israeli shekel" and "NIS" refer to New Israeli Shekels, the lawful currency of the State of Israel, and the terms "dollar," "U.S. dollar" or "$" refer to United States dollars, the lawful currency of the United States of America. All references to "shares" in this prospectus refer to ordinary shares of PolyPid Ltd., par value NIS 0.80 per share. MARKET, INDUSTRY AND OTHER DATA This prospectus contains estimates, projections and other information concerning our industry, our business, and the markets for our product candidates. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from our own internal estimates and research as well as from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. Life Science Intelligence, Inc., the primary source for our market opportunity data included in this prospectus, was commissioned by us to compile this information. In addition, assumptions and estimates of our and our industry's future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors." These and other factors could cause our future performance to differ materially from our assumptions and estimates. See "Special Note Regarding Forward-Looking Statements." Table of Contents In October 2019, we reported topline data from our Phase 2 clinical trial of D-PLEX100 for the prevention of SSIs in patients undergoing abdominal surgery. Patients treated with D-PLEX100 and the standard of care had a statistically significant reduction of 59% (p=0.0086) in deep or superficial incisional SSIs or mortality for any reason within 30 days of surgery, which was the primary endpoint for the trial, as compared to patients who received the standard of care alone. In addition, there was a statistically significant difference (p=0.0290) in patient deaths within 60 days of surgery, with no deaths observed in the D-PLEX100 treatment arm, as compared to five deaths observed in the standard-of-care arm. In this trial, D-PLEX100 was observed to be generally well tolerated, with no confirmed drug-related serious adverse events, or SAEs, and did not increase wound healing impairment at the incision site as compared to the control arm. In January 2018, we reported data from our Phase 1b/2 clinical trial of D-PLEX100 for the prevention of sternal SSIs after cardiac surgery. None of the 58 patients treated with D-PLEX100 and the standard of care had a primary sternal infection within 90 days post-surgery, which was the primary endpoint of the trial, as compared to one patient in the group treated with the standard of care alone, representing a 4.3% infection rate. In this trial, D-PLEX100 was observed to be generally well tolerated, with no drug-related SAEs and no drug-related wound healing issues at the incision site. In December 2019, we initiated a potentially pivotal Phase 3 clinical trial of D-PLEX100 for the prevention of sternal (bone) SSIs, and we enrolled the first patient in February 2020. We expect to enroll between 1,200 and 1,600 cardiac surgery patients in the trial. We have paused enrollment in this trial due to the COVID-19 pandemic, but we have informed investigators that they should continue monitoring current patients per the trial protocol. Pending the availability of additional funding following this offering, we expect to resume enrollment when we believe it is safe to do so and anticipate conducting an interim analysis after a total of 850 patients have been assessed for the presence of at least one sternal wound infection or mortality for any reason within 90 days post-surgery. In February 2020, we held an end of Phase 2 meeting with the FDA to discuss our proposed potentially pivotal Phase 3 clinical trials of D-PLEX100 for the prevention of abdominal (soft tissue) SSIs. We plan to initiate the first Phase 3 trial in this indication in the third quarter of 2020 and the second Phase 3 trial approximately six months after the initiation of the first trial. We expect to report topline results from the first trial at the end of 2021. We intend to pursue a broad label for D-PLEX100 for the prevention of SSIs, the scope of which will depend on the clinical data generated from our Phase 3 clinical trials and discussions with the FDA and the European Medicines Agency, or the EMA. We intend to seek approval of D-PLEX100 under Section 505(b)(2) of the Federal Food, Drug and Cosmetic Act, or FFDCA, which provides an abbreviated pathway for marketing approval by the FDA in the United States, and will seek approval under the comparable hybrid application pathway in the European Union. Such abbreviated approval pathways may not lead to a faster development or review process compared to traditional approval pathways and do not increase the likelihood that D-PLEX100 will receive regulatory approval in the United States or the European Union. We also received two Qualified Infectious Disease Product, or QIDP, designations from the FDA for D-PLEX100 for the prevention of post-abdominal surgery incisional infection and for the prevention of sternal wound infection post-cardiac surgery. The QIDP designation from the FDA confers, among other benefits, a five-year extension to any period of non-patent exclusivity awarded upon approval, such as a three-year period of exclusivity for new clinical investigations of previously approved products, which we expect for D-PLEX100, if approved. Additionally, in November 2018 we received Fast Track Designation from the FDA for D-PLEX100 for prevention of sternal wound infections post-cardiac surgery, which could potentially expedite the FDA's review of D-PLEX100 and enables early and frequent communication with the FDA as we continue to generate data from our ongoing and planned clinical trials. Our PLEX technology consists of a proprietary matrix of several thousand layers of chemically inactive and biocompatible polymers and lipids that physically embed the drug within the layers. A drug stored within the PLEX layers is released over time in a controlled manner and in customizable, predetermined amounts at the local site where it is administered. PLEX technology is designed to PolyPid Ltd. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) State of Israel (State or other jurisdiction of incorporation or organization) 2834 (Primary Standard Industrial Classification Code Number) Not Applicable (I.R.S. Employer Identification Number) 18 Hasivim Street Petach Tikva 4959376, Israel Tel: +972 (74) 719-5700 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) (1)In December 2019, we initiated a potentially pivotal Phase 3 clinical trial of D-PLEX100 for the prevention of sternal SSIs after cardiac surgery and we plan to initiate the first Phase 3 trial of D-PLEX100 for the prevention of abdominal (soft tissue) SSIs in the third quarter of 2020 and the second Phase 3 trial approximately six months after the initiation of the first trial. We intend to pursue a broad label for D-PLEX100 for the prevention of SSIs, the scope of which will depend on the clinical data generated from our potentially pivotal Phase 3 clinical trials and discussions with the FDA and the EMA. PolyPid Inc. The Atrium at 47 Maple Street Suite 302A Summit, NJ 07901 Telephone: (908) 378-9530 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Our Strategy Our goal is to leverage our PLEX technology to develop and commercialize a pipeline of potentially transformative therapies for the local and prolonged delivery of drugs to address diseases with high unmet medical needs. The key elements of our strategy are as follows: Successfully complete clinical development of D-PLEX100 for the prevention of SSIs. Pursue expedited regulatory pathways for our product candidates. Execute on our go-to-market commercial strategy. Expand our product pipeline for additional indications using our PLEX technology. Pursue research collaborations with biopharmaceutical companies. Build a fully integrated biopharmaceutical company utilizing our manufacturing facility. COVID-19 Pandemic Our business has been and will likely continue to be adversely affected by the effects of the recent and evolving COVID-19 pandemic, which has resulted in travel and other restrictions in order to reduce the spread of the disease, including in Israel, the United States and the European Union where we are conducting or planning clinical trials. We have paused enrollment of our Phase 3 trial of D-PLEX100 for the prevention of sternal SSIs due to the COVID-19 pandemic, but we have informed investigators that they should continue monitoring current patients per the trial protocol. Pending the availability of additional funding following this offering, we expect to resume enrollment when we believe it is safe to do so and anticipate conducting an interim analysis after a total of 850 patients have been assessed for the presence of at least one sternal wound infection or mortality for any reason within 90 days post-surgery. We remain in close contact with our principal investigators and clinical sites in order to assess the impact of the COVID-19 pandemic on our clinical trials, expected timelines and costs and to consider any appropriate mitigating measures. Further, future patient enrollment, when we deem it appropriate, and clinical site initiation may be further delayed due to prioritization of hospital resources toward the COVID-19 pandemic or challenges in patient enrollment or maintenance due to quarantines or other interruptions to healthcare services. At this time we cannot fully forecast the scope of impacts that the COVID-19 pandemic may have on our ability to initiate trial sites, enroll and assess patients, supply study drug and report trial results for this trial or our planned trials of D-PLEX100. See "Risk Factors Risks Related to Our Business Operations Our business and operations are likely to be adversely affected by the evolving and ongoing COVID-19 global pandemic." Risks Associated With Our Business Our business is subject to a number of risks of which you should be aware before making an investment decision. These risks are discussed more fully in the "Risk Factors" section of this prospectus immediately following this prospectus summary. These risks include, among others, the following: We have a limited operating history and have incurred significant losses since our inception. We anticipate that we will continue to incur significant losses for the foreseeable future, and we may never achieve or maintain profitability. We have never generated any revenue from product sales and may never be profitable. Our business and operations have been and are likely to continue to be adversely affected by the evolving and ongoing COVID-19 global pandemic. We are heavily dependent on the success of D-PLEX100, including obtaining regulatory approval to market D-PLEX100 in the United States and in the European Union. Copies to: Divakar Gupta Daniel I. Goldberg Joshua A. Kaufman Madison A. Jones Cooley LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 479-6000 Facsimile: (212) 479-6275 Oded Har-Even David Huberman Reut Alfiah Sullivan & Worcester Israel (Har-Even & Co.) 41-45 Rothschild Blvd. Beit Zion Tel Aviv, Israel 6578401 Telephone: +972 (3) 795-5555 Facsimile: +972 (3) 795-5550 Nathan Ajiashvili Joshua G. Kiernan Latham & Watkins LLP 885 Third Avenue New York, NY 10022 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 Barry P. Levenfeld Adrian Daniels Yigal Arnon & Co. 1 Azrieli Center Tel Aviv, Israel 67021 Telephone: +972 (3) 608-7777 Facsimile: +972 (2) 623-9236 Table of Contents Clinical drug development is difficult to design and implement and involves a lengthy and expensive process with uncertain outcomes. If the FDA does not conclude that D-PLEX100 satisfies the requirements under Section 505(b)(2) of the FFDCA, or Section 505(b)(2), or if we are unable to utilize the hybrid application pathway in the European Union, or if the requirements are not as we expect, the approval pathway for D-PLEX100 will likely take significantly longer, cost significantly more and entail significantly greater complications and risks than anticipated, and in either case may not be successful. As an organization, we have not previously conducted pivotal clinical trials, and we may be unable to do so for any product candidates we may develop, including D-PLEX100. Even if we complete the necessary clinical trials, we cannot predict when, or if, we will obtain regulatory approval to commercialize any of our product candidates, and the approval may be for a more narrow indication than we seek or be subject to other limitations or restrictions that limit its commercial profile. Our product candidates and the administration of our product candidates may cause undesirable side effects or have other properties that could delay or prevent their regulatory approval, limit the commercial profile of an approved label or result in significant negative consequences following marketing approval, if any. We rely on third parties to conduct certain elements of our preclinical studies and clinical trials and perform other tasks for us. If these third parties do not successfully carry out their contractual duties, meet expected deadlines or comply with regulatory requirements, we may not be able to obtain regulatory approval for or commercialize our product candidates. If we are unable to obtain and maintain effective patent rights for our product candidates or any future product candidates, we may not be able to compete effectively in our markets. If we are unable to protect the confidentiality of our trade secrets or know-how, such proprietary information may be used by others to compete against us. If we receive marketing approval for our product candidates, sales will be limited unless the product achieves broad market acceptance by physicians, patients, third-party payors, hospital pharmacists, infectious disease specialists and others in the medical community. There is a substantial risk that we are or will become classified as a passive foreign investment company. If we are or become classified as a passive foreign investment company, our U.S. shareholders may suffer adverse tax consequences as a result, including having gains realized on the sale of our ordinary shares treated as ordinary income, rather than capital gain, the loss of the preferential rate applicable to dividends received on our ordinary shares by individuals who are U.S. holders, and having interest charges apply to distributions by us and gains from the sales of our shares. At this time, we do not expect to provide U.S. Holders with the information necessary for a U.S. Holder to make a QEF election. Each U.S. person that is an investor of a PFIC is generally also required to file an annual information return on IRS Form 8621 containing such information as the U.S. Treasury Department may require. Corporate Information We are an Israeli corporation based in Israel near Tel Aviv, and were incorporated in 2008. Our principal executive offices are located at 18 Hasivim Street, P.O. Box 7126, Petach Tikva 4959376 Israel. Our telephone number is +972 (74) 719-5700. Our website address is www.polypid.com. The information contained on our website and available through our website is not incorporated by reference into and should not be considered a part of this prospectus, and the reference to our website in this prospectus is an inactive textual reference only. Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To Be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Ordinary Shares, with no par value per share $61,093,750 $7,930(3) (1)Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. Includes the ordinary shares that the underwriters have the option to purchase. (2)Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price. (3)The registrant previously paid $7,463.50 in connection with the initial filing of the Form F-1 (File No. 333-238978) on June 5, 2020. Table of Contents Implications of Being an "Emerging Growth Company" and a Foreign Private Issuer As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include: requirement to include only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations disclosure in our initial registration statement; reduced executive compensation disclosure; and an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002. We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earlier to occur of: (1) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (2) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (3) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission, or the SEC. We may choose to take advantage of some but not all of these reduced burdens, and therefore the information that we provide holders of our ordinary shares may be different than the information you might receive from other public companies in which you hold equity. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards applicable to public companies. We have elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult. In addition, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold equity interests. Upon consummation of this offering, we will report under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we continue to qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial statements and other specified information, and current reports on Form 8-K upon the occurrence of specified significant events. Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company, but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents THE OFFERING Ordinary shares offered by us 3,125,000 ordinary shares Underwriters' option to purchase additional ordinary shares 468,750 ordinary shares Ordinary shares to be outstanding immediately after this offering 16,421,451 ordinary shares (or 16,890,201 ordinary shares if the underwriters exercise their option to purchase an additional 468,750 ordinary shares in full) Use of proceeds We estimate that the net proceeds to us from this offering will be approximately $44.9 million, or approximately $51.9 million if the underwriters exercise their option to purchase additional ordinary shares in full, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, based on an assumed initial public offering price of $16.00 per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus. We intend to use the net proceeds from this offering, together with our existing cash, cash equivalents and short-term deposits: (i) to initiate and complete our first planned Phase 3 clinical trial of D-PLEX100 for the prevention of SSIs after abdominal surgery, to initiate and conduct the second trial and to prepare for the submission of an NDA to the FDA and (ii) for general corporate purposes, including research and development, and working capital. See "Use of Proceeds" for more information about the intended use of proceeds from this offering.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/QH_quhuo-ltd_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/QH_quhuo-ltd_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/QH_quhuo-ltd_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/QNCX_quince_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/QNCX_quince_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/QNCX_quince_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/RAPT_rapt_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/RAPT_rapt_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/RAPT_rapt_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/RENXF_renalytix_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/RENXF_renalytix_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6fd1b31a26ec10bc1fd1e216e073634da63e7929
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/RENXF_renalytix_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/REYN_reynolds_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/REYN_reynolds_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5ad9aa990642b1c294493fff3285f5fc0b787e98
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/REYN_reynolds_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider before deciding to invest in our common stock. You should read this entire prospectus carefully, including the Risk Factors and the Management s Discussion and Analysis of Financial Condition and Results of Operations sections and our combined financial statements and the notes thereto included elsewhere in this prospectus. Overview Our mission is to simplify daily life so consumers can enjoy what matters most. We are a market-leading consumer products company with a presence in 95% of households across the United States. We produce and sell products across three broad categories: cooking products, waste & storage products and tableware. We sell our products under iconic brands such as Reynolds and Hefty and also under store brands that are strategically important to our customers. Overall, across both our branded and store brand offerings, over 65% of our revenue for the year ended December 31, 2018 came from products where we hold the #1 U.S. market share position in the category, and in virtually all of our major product categories we hold either a #1 or #2 U.S. market share position by revenue. We have developed our market-leading position by investing in our product categories and consistently developing innovative products that meet the evolving needs and preferences of the modern consumer. Our mix of branded and store brand products is a key competitive advantage that aligns our goal of growing the overall product category with our customers goals and positions us as a trusted strategic partner to our retailers. Our Reynolds and Hefty brands have preeminent positions in their categories and carry strong brand recognition in household aisles. The combination of our store brand offerings, the shared goal of category growth and indispensable support in marketing, innovation, branding and promotions has enabled us to achieve the position of category captain level advisor across 29 customers, which represent 73% of U.S. category sales, based on Nielsen all-commodity volume ( ACV ) in 2018. Our leading brand portfolio Our products are typically used in the homes of consumers of all demographics on a daily basis and meet the convenience-oriented preferences of today s consumer across a broad range of household activities. We help make daily life easier by assisting with preparation, cooking, mealtime and cleanup and by providing convenient storage and indoor/outdoor disposal solutions. Our diverse product portfolio includes aluminum foil, disposable bakeware, trash bags, food storage bags and disposable tableware. Our products are known for their quality, which is recognized by our consumers and retail partners alike. Our consumers know they can rely on our trusted brands. These factors generate loyalty which empowers us to develop and launch new products that expand usage occasions and transition our portfolio into adjacent categories. Table of Contents Table of Contents information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein. Trademarks and Trade Names We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the or symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names. Presentation of Information References to fiscal year 2020, fiscal year 2019, fiscal year 2018, fiscal year 2017 and fiscal year 2016 relate to our fiscal year ending December 31, 2020 and fiscal years ended December 31, 2019, 2018, 2017 and 2016, respectively. With the exception of the adoption of ASC 606 Revenue from Contracts with Customers as of January 1, 2018, the accounting policies set out in the annual combined financial statements included elsewhere in this prospectus have been consistently applied to all periods presented. We adopted the new revenue recognition standard on a modified retrospective basis for all contracts not completed as of the date of adoption, resulting in a $5 million adjustment to Net Parent deficit. There was no other material financial impact from adopting the new revenue recognition standard. See Note 2 Summary of Significant Accounting Policies in our annual combined financial statements included elsewhere in this prospectus for an explanation of the impact of the adoption of ASC 606. We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them. Unless otherwise indicated, all references to U.S. dollars, dollars, U.S. $ and $ in this prospectus are to the lawful currency of the United States of America. Non-GAAP Financial Measures This prospectus contains non-GAAP financial measures, which are financial measures that are not calculated and presented in accordance with U.S. generally accepted accounting principles ( GAAP ). The Securities and Exchange Commission ( SEC ) has adopted rules to regulate the use in filings with the SEC and in other public disclosures of non-GAAP financial measures. These rules govern the manner in which non-GAAP financial measures are publicly presented and require, among other things: a presentation with equal or greater prominence of the most comparable financial measure or measures calculated and presented in accordance with GAAP; and a statement disclosing the purposes for which the registrant s management uses the non-GAAP financial measure. Specifically, we make use of the non-GAAP financial measure Adjusted EBITDA in evaluating our past results and future prospects. For the definition of Adjusted EBITDA and a reconciliation to net income, its most directly comparable financial measure presented in accordance with GAAP, see Prospectus Summary Summary Historical and Unaudited Pro Forma Combined Financial Data and Management s Discussion and Analysis of Financial Condition and Results of Operations How We Assess the Performance of Our Business. Table of Contents We have strong relationships with a diverse set of customers including leading grocery stores, mass merchants, warehouse clubs, discount chains, drug stores, home improvement stores, military outlets and eCommerce retailers. Our customer relationships have been built on a long history of trust. Our portfolio of branded and store brand products allows our retail partners to manage multiple household aisles with a single vendor. Many of our products have had a prominent position on the shelves of major retailers for decades and have become an integral part of household aisles. We believe our strong brand recognition and customer loyalty lead to robust product performance. As a category captain level advisor for many of our retail partners, we provide the insights retailers require to grow entire product categories. We provide our customers with category management expertise, including assortment analytics and promotion strategies, which is supported by innovation and consumer-focused insights. We believe that championing our categories helps cement our retailer relationships and will drive growth across all of our product lines. This approach, combined with our leading products, capabilities and service, further differentiates us from our competitors. While our products have been trusted for generations, we place significant emphasis on constantly improving them. Innovation is a key component of our corporate culture and we aim to continually evolve across our segments through both the introduction of new features on our existing product portfolio and the development of new product solutions. Our objective is to generate 20% of our revenue each year from new products introduced within the prior three years. All of our key product lines include newly developed innovative products such as our Hefty Ultra Strong trash bags, Reynolds KITCHENS Slow Cooker Liners, Parchment Pop Up Sheets, 75% Unbleached Compostable Parchment Paper, Hefty branded party cups, store brand party cups and our Presto store brand square-shaped snack bags. We believe our commitment to innovation has driven our growth and is a key reason why consumers continue to choose our products. We put safety first, treat people with respect and act ethically to operate a business that is sustainable for the long-term. We never compromise our values in the face of market forces and we remain committed to strong rules of governance. We strive to operate with respect for the environment, and we are committed to sustainability across three key areas: our product portfolio, supply chain and communities. We currently deliver sustainable solutions across all of our product lines and are focused on innovation that further develops the eco-friendly profile of our product portfolio. We have an attractive financial profile with steady, organic revenue growth, robust margins and disciplined capital expenditures. These attributes allow us to generate significant free cash flow. In the year ended December 31, 2018, we generated $3.1 billion in revenue, $176 million in net income and $647 million in Adjusted EBITDA. For the nine months ended September 30, 2019, we generated $2.2 billion in revenue, $135 million in net income and $441 million in Adjusted EBITDA. Since 2014, our income from operations margin and Adjusted EBITDA margin have grown by 364 and 242 basis points to 16% and 21%, respectively, in the year ended December 31, 2018. We have driven margin expansion mainly through our consistent focus on improving operational efficiency, managing costs throughout the cycle and driving innovation. Our revenue, net income and Adjusted EBITDA in the year ended December 31, 2018 reflect compound annual growth rates ( CAGR ) of 2.2%, 110.3% and 5.5%, respectively, since 2014. In the year ended December 31, 2018, we generated $530 million of net cash provided by operating activities and spent $82 million on capital expenditures. See Summary Historical and Unaudited Pro Forma Combined Financial Data and Management s Discussion and Analysis of Financial Condition and Results of Operations How We Assess the Performance of Our Business for a reconciliation of Adjusted EBITDA to net income. Table of Contents Table of Contents We present Adjusted EBITDA because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans and make strategic decisions. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. Adjusted EBITDA has limitations as an analytical tool, and you should not consider such a measure either in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations include the following: Adjusted EBITDA does not reflect every expenditure or contractual commitment; Adjusted EBITDA does not reflect changes in our working capital needs; Adjusted EBITDA does not reflect any interest expense, or the amounts necessary to service interest or principal payments on any debt obligations; Adjusted EBITDA does not reflect income tax expense; although depreciation and amortization are eliminated in the calculation of Adjusted EBITDA, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any costs of such replacements; Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative, on a recurring basis, of our ongoing operations; and other companies in our industry may calculate Adjusted EBITDA or similarly titled measures differently than we do, limiting their usefulness as comparative measures. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA as supplemental information. Table of Contents Our Reyvolution Culture We have a unique corporate culture that aims to continually reinvent and optimize our business. We have formalized our approach into an ethos we refer to as Reyvolution. Reyvolution is an all-encompassing way of thinking, planning and evaluating our operations to accelerate future growth through product innovation, process automation and cost reduction. Through this disciplined process and mindset, we aim to drive revenue growth, market share increases and margin expansion. We are focused on long-term planning and goal-setting strategies as well as our near term operating results. We believe it is critical to embrace new technology and, through this program, we have made significant investment across our business to accelerate optimization opportunities. Reyvolution is focused on four key areas: Growth support our products and customers through a holistic approach to our categories Innovation reinforce our existing product portfolio with new and on-trend products Cost reduction optimize our processes to drive increased profitability Automation continuously refine our manufacturing base to increase efficiency Reyvolution includes a collective, cross-functional effort to drive growth across our business. This systematic program includes collaborative partnerships across our business units, monthly meetings with top executives and rigorous measurement of initiatives and progress against internal benchmarks. The program has yielded significant results both on the top and bottom line. From January 1, 2017 to September 30, 2019, the impact of Reyvolution was approximately $246 million of Adjusted EBITDA benefit. Of the total, $179 million was generated through cost savings across our businesses, with $67 million of Adjusted EBITDA being generated through revenue initiatives. Our Reyvolution strategic initiatives also include internal goals for innovation. Our objective is to generate 20% of our revenue each year from new products introduced within the prior three years. In fiscal year 2018, 21% of our revenue was generated from products that were less than three years old. Reyvolution will continue to impact everything we do on a daily basis. Our Segments and Products The pie charts below show the breakdown of our revenue for the fiscal year ended December 31, 2018 by our segments and products. Our segments Our products FY2018 revenue FY2018 revenue Table of Contents Table of Contents Our Segments We manage our operations in four reportable segments: Reynolds Cooking & Baking, Hefty Waste & Storage, Hefty Tableware and Presto Products. Reynolds Cooking & Baking: Our namesake Reynolds Cooking & Baking segment ( Reynolds Cooking & Baking ) generated $1.2 billion in revenue and $234 million in Adjusted EBITDA (a 20% Adjusted EBITDA margin) for the year ended December 31, 2018 and has grown its revenue at a 4.7% CAGR from 2016 to 2018. Through our Reynolds Cooking & Baking segment, we produce branded and store brand foil, disposable aluminum pans, parchment paper, freezer paper, wax paper, plastic wrap, baking cups, oven bags and slow cooker liners. Our branded products are sold under the Reynolds Wrap , Reynolds KITCHENS and E-Z Foil brands in the United States and selected international markets, under the ALCAN brand in Canada and under the Diamond brand outside of North America. With our flagship Reynolds Wrap products, we hold the #1 market position in the U.S. consumer foil market measured by revenue and volume. We have no significant branded competitor in this market. Reynolds is one of the most recognized household brands in the United States and has been the top trusted brand in the consumer foil market for over 70 years, with greater than 50% market share in virtually all of its categories. This sustained leadership provides us with a platform for continued product innovation and expansion into adjacent categories. Reynolds Wrap has been one of the most trusted household brands in the United States since 1947, and Reynolds has aided brand awareness of 98%, according to a 2015 brand awareness study. Hefty Waste & Storage: Our Hefty Waste & Storage segment ( Hefty ) generated $696 million in revenue and $172 million in Adjusted EBITDA (a 25% Adjusted EBITDA margin) for the year ended December 31, 2018 and has grown its revenue at a 1.8% CAGR from 2016 to 2018. Through our Hefty segment, we produce both branded and store brand trash and food storage bags. Our products are sold under the Hefty Ultra Strong, Hefty Strong Trash Bags, Hefty Renew and Hefty Slider Bags brands. Hefty is a well-recognized leader in the food storage bag and trash bag categories. We have the #1 market share in U.S. outdoor trash bags. Our robust product portfolio includes a full suite of indoor and outdoor and contractor bags. It also includes sustainable solutions such as blue and clear recycling bags, compostable bags, bags made from recycled materials and the Hefty EnergyBag Program. Hefty Tableware: Our Hefty Tableware segment ( Tableware ) generated $757 million in revenue and $168 million in Adjusted EBITDA (a 22% Adjusted EBITDA margin) for the year ended December 31, 2018 and has grown its revenue at a 3.3% CAGR from 2016 to 2018. Through our Tableware segment, we sell both branded and store brand disposable and compostable plates, bowls, platters, cups and cutlery. Our Hefty branded products include dishes and party cups. Hefty branded party cups were the #1 party cup in America by market share as of September 28, 2019. Our branded products use our Hefty brand to represent both quality and great price, and we bring this same quality and value promise to all of our store brands as well. We sell across a broad range of materials and price points in all retail channels, allowing our consumers to select the product that best suits their price, function and aesthetic needs. Presto Products: Our Presto Products segment ( Presto ) generated $539 million in revenue and $85 million in Adjusted EBITDA (a 16% Adjusted EBITDA margin) for the year ended December 31, 2018 and has grown its revenue at a 2.8% CAGR from 2016 to 2018. Through our Presto segment, we primarily sell store brand products in four main categories: food storage bags, trash bags, reusable storage containers and plastic wrap. Presto is a market leader in food storage bags and differentiates itself by providing access to category management, consumer insights, marketing, merchandising and R&D resources. As a result, through Presto we had a 57% share of the U.S. store brand food storage bag category and a 26% share of the total category as of September 28, 2019. Our store brand products are national brand equivalent (or better) and we offer consumer-desired features, including compostable bags and products made with plant-based and recycled materials. Our Presto segment also includes our Table of Contents Table of Contents growing specialty business, which serves other consumer products companies by providing Fresh-Lock and Slide-Rite resealable closure systems. We have extended our innovative product technology from our food storage bag products and are growing it through this unique channel. Our Products Our portfolio consists of three main product groups: waste & storage products, cooking products and tableware. All of our key product lines include newly developed innovative products. We have the #1 branded market share in product categories that comprised over 65% of our total revenue in fiscal year 2018. We are also a leading store brand supplier in many of the same categories. Our key product categories Waste & storage products Cooking products Tableware FY18 revenue (in millions) $1,226 $1,159 $757 FY16 FY18 revenue CAGR 2.5% 4.7% 3.3% Brands Products Indoor bags Outdoor bags Sustainable bags Slider storage bags Press-to-close storage bags Reusable storage containers Aluminum foil Aluminum bakeware Parchment paper Slow cooker liners Oven bags Freezer paper Wax paper Party cups Tableware Sustainable tableware Platters Cutlery Table of Contents Table of Contents Our Competitive Strengths Leading market positions in attractive consumer categories reinforced by well-recognized, iconic brands that resonate with consumers We hold the #1 or #2 market position by revenue in virtually all of our product categories and are well positioned to capitalize on their growth. Over 65% of our revenue comes from products that are #1 in their respective categories. We invest in both our branded and store brand products, which allows us to focus on growing the entire product category. We have preeminent market positions across both branded and store brand products with total market share of 44% across all of our major product categories for the 52 weeks ended September 28, 2019. Leading market share in core categories across both branded and store brand (% total combined market share for the 52 weeks ended September 28, 2019) Aluminum foil Convenience cooking Trash bags (Total category: $809 million) (Parchment, wax and freezer paper, slow cooker liners, oven bags and baking cups) (Total category: $264 million) (Total category: $2,675 million) Food storage bags Foam dishes Plastic cups (Total category: $1,638 million) (Total category: $741 million) (Total category: $595 million) Source: Nielsen xAOC last 52 weeks ended September 28, 2019. We participate in large and growing consumer product categories, with an average growth rate of 3.4% year-over-year from the 52 weeks ended September 29, 2018 to the 52 weeks ended September 28, 2019. Our categories continue to experience consistent growth, with foil and food storage bags growing at 4.6% and 2.0%, respectively, year-over-year from the 52 weeks ended September 29, 2018 to the 52 weeks ended September 28, 2019. Our categories are supported by strong demographic profiles, consumer demand for convenience and evolving consumer needs. We continue to drive category growth through our innovation driven new product development and relationships with leading retailers. Table of Contents Table of Contents Our iconic brands, such as Reynolds and Hefty, have developed strong brand recognition within their categories. Our brands are recognized across all demographics and generations for their quality, strength and reliability. Reynolds Wrap has been one of the top trusted household brands in the United States since 1947. According to a 2015 brand awareness study, Reynolds Wrap has aided brand awareness of 98%. Additionally, Hefty has aided brand awareness of 95%, according to a 2017 brand awareness study. Our brands have #1 positions across nearly all our categories Category Brand Position Brand share of total category Aluminum foil (U.S.) 64% Aluminum foil (Canada) 72% Parchment paper 51% Wax paper 59% Slow cooker liners 77% Oven bags 93% Freezer paper 94% Slider bags 34% Party cups 22% Foam dishes 43% Trash bags 20% Source: Nielsen xAOC last 52 weeks ended September 28, 2019. Long-term strategic relationships with a diverse set of leading customers Our customer relationships across leading grocery stores, mass merchants, warehouse clubs, discount chains, drug stores, home improvement stores, military outlets and eCommerce retailers are based on a long history of trust. With many of our customers, we have maintained an ongoing relationship since the inception of our Reynolds brand over 70 years ago. Our experienced sales force, which averages over 10 years of experience at RCP, and the superb service we provide our customers drive our superior levels of ongoing customer satisfaction. The majority of our products are made in the United States, and our strategically located national manufacturing footprint provides logistics advantages and certainty of supply for our retail partners. Our short supply chain relative to competitors and the vendor-managed inventory we offer our major customers are highly valued by our customers because it reduces the inventory they have to carry and limits product shortages. We have over 70 years of technical knowledge about our products. We deploy this experience across our business segments to deliver custom innovation solutions. This, together with our low cost manufacturing capabilities and consistent product quality, enables us to provide our customers with a compelling value Table of Contents proposition. For example, in addition to our renowned branded products, our store brand products are subject to the same high degree of quality control as branded products and as a result consistently receive a Pass rating when tested against the national brands at third-party laboratories. We work to make not only our individual products successful but also to provide our retail partners with the insights and recommendations they need to grow entire product categories. We provide our retailers with category management expertise that is supported by innovation and consumer focused insights and includes assortment and promotion strategies. Our ability to provide best-in-class shopper insights directly results in stronger customer loyalty. We believe these value-added services differentiate us from our competitors and strengthen our customer relationships. This is evidenced by our relationships with our largest retail customers, who we partner with to sell our branded products and to produce their store brand products. Demonstrated track record of new product development We have a strong track record of innovation, focused on the addition of innovative features to our existing products and the development of new products that address consumers unmet needs. Additionally, we strive to further enhance our core product portfolio. We are able to identify emerging consumer trends through our extensive consumer insights, allowing us to develop products with the features and functions that consumers are looking for. We believe we were the first to introduce a food storage bag, the first to introduce a slider closure on food storage bags, the first to introduce the drawstring trash bag, the first to introduce the gripper feature on trash bags, the first to add an unscented odor block feature to trash bags and the first to add non-stick coating to aluminum foil. We have a robust track record of developing and launching successful new products. Hefty Ultra Strong Reynolds KITCHENS Slow Cooker Liners Store brand square snack bags Addresses top consumer dissatisfactions such as odors, drawstring breaks and bag tears Addresses key pain point of soaking/scrubbing the slow cooker Addresses consumer need for taller bags that can fit a larger assortment of snacks in terms of size and shape Utilizes Arm & Hammer patented odor neutralizer for revitalized scents BPA-free product that offers convenience for household meal preparation Unique square shape that is easier to fill and close and offers more optionality than rectangular bags Uses active tear-resistant technology and higher grade resin for stronger bags and improved performance Provides fast and easy clean up in seconds Multipurpose storage that seals in flavor and freshness for food items We have invested considerable resources to develop proprietary products and efficient manufacturing capabilities and we actively protect our intellectual property. We have a significant number of registered patents and registered trademarks, including Reynolds and Hefty, as well as several copyrights, which, along with our trade secrets and manufacturing know-how, help support our ability to add value within the market and sustain our competitive advantages. We also look to partner with both our suppliers and customers to drive innovation through the entire supply chain. Table of Contents As sustainability becomes more central to the consumer s purchasing decision, we remain focused on developing new eco-friendly products, and we are continuously investing in our capabilities to improve our ability to utilize recycled materials. We currently have environmentally friendly options across the vast majority of our product categories, such as compostable trash bags and store brand bags made from plant-based resins and recyclable materials. We have a strong pipeline of new products in development, many of which are part of our broader sustainability initiatives. Innovation is a significant component of our culture and is further instilled through Reyvolution. We have devoted significant resources towards this endeavor and believe that our highly experienced R&D teams will remain on the cutting edge. Well-invested manufacturing footprint that serves as a competitive moat We have a robust and well invested manufacturing footprint which includes 17 manufacturing facilities and over 5,000 employees. Our facilities are strategically located across the United States and Canada, and the majority of our products are proudly made in the United States. Our low-cost and efficient manufacturing facilities enable us to optimize distribution, minimize lead times and reduce freight costs. This significant production base, built over decades, positions us well versus our competitive peer set. We estimate that it would require more than $2.5 billion to replicate our manufacturing assets, and we believe it would be exceedingly difficult to replicate our proprietary manufacturing know-how and in-house developed technology that enable us to run our facilities faster, with greater automation and with higher quality control. Our unique manufacturing capabilities enable us to produce a broad selection of differentiated products that help drive growth while providing a substantial barrier to entry. Through Reyvolution, we are focused on lean manufacturing initiatives to reduce material usage, improve uptime and increase productivity across every site. We are heavily automated today and are committed to further investments in automation, including recent initiatives focused on the automation of repetitive manual tasks to increase operating efficiency and consistency, while protecting ourselves from labor fluctuations. Our automation processes and proprietary manufacturing technologies are difficult for competitors to replicate. Our operations have significant scale and substantial vertical integration, which provides us with competitive advantages. Our substantial vertical integration gives us increased independence from suppliers and the ability to control costs more efficiently. It also partially insulates us from import volatility. We have a robust network of suppliers allowing us to be nimble in our input material purchasing. Attractive financial performance with strong free cash flow generation We have an attractive financial profile with steady organic revenue growth, strong margins and disciplined capital expenditures. These attributes allow us to generate robust free cash flow. Since 2014, our income from operations margin and Adjusted EBITDA margin have grown by 364 and 242 basis points to 16% and 21%, respectively, in the year ended December 31, 2018. We have driven margin expansion mainly by managing costs, increasing our volumes and manufacturing efficiency and driving innovation. We are able to deliver attractive Adjusted EBITDA margins due to the high value-added nature of our products. We defend our margin position through innovation driven growth, cost savings and effective purchasing. The vertically integrated nature of our business provides further insulation for our margin profile. We plan to continue leveraging Reyvolution to deliver incremental operational productivity savings, improve our business mix and increase the effectiveness of our sales force. Historically our business has relatively low capital expenditure requirements, averaging $60 million per year over the past three fiscal years, which drives our high rate of free cash flow conversion. We plan to continue to manage our costs, working capital and capital expenditures to deliver strong free cash flow. Table of Contents Commitment to sustainability and values We put safety first, treat people with respect and operate ethically to help ensure that we manage our business on a sound long-term foundation. We never compromise our values, regardless of market forces, and we remain committed to strong rules of governance. We manage our business for long-term results, as evidenced by the robust Reyvolution initiative pipeline across all facets of our business. We believe corporate responsibility is the obligation of all employees. Our management team is committed to maintaining our culture, which has been an important component of our success. We strive to operate with respect for the environment and are committed to sustainability across three key areas: our product portfolio, supply chain and communities. We engage with our employees and partner with our customers to explore sustainability topics like plant and distribution route efficiency. We participate at the forefront of emerging municipal programs that generate new community based solutions and also end-to-end recycling solutions with our Hefty EnergyBag Program in partnership with a key supplier. We are longstanding members of the Sustainable Packaging Coalition , an industry working group dedicated to a more robust environmental vision for packaging, and the Forest Stewardship Council through their voluntary program for responsible forest management. We are committed to using recycled, renewable, recyclable, compostable and other sustainable materials in our products, which drives our product-oriented sustainability initiatives. In 2018, 43% of the products that we sold in the United States were compostable, recyclable and/or made from recyclable material. Management team with a strong track record of innovation-driven growth We have a deep bench of talented managers led by Lance Mitchell, our President and Chief Executive Officer, who has over 35 years of industry experience. Both our CEO and CFO have played a pivotal role in the successful integration of the Reynolds and Hefty businesses. We have continued to assemble a leading team through strategic hires and have expanded our organizational capabilities in new product development. Through the lens of Reyvolution, our management team is focused on their vision for RCP, which includes a culture of innovation, excelling at quality and service, creating products people love and constantly evolving the business. Our management team s key accomplishments include integrating, developing and growing a company with a strong ethics-driven and safety-focused culture while still achieving best-in-class market share and strong financial results. In addition, we attribute our lower than industry standard turnover rates to our collaborative, trustworthy company culture and our unwavering commitment to safety and to our people. Our strong management team is well positioned to effectively manage the business into the future with a depth of talented and dedicated employees already primed to lead the next generation of RCP. Our Business Strategies Key elements of our business strategy include: Champion our categories and grow with our customers We participate in large consumer categories with strong household penetration. Our combined branded and store brand share is significant in our categories. Our products appeal to consumers of all demographics and have a multitude of usage occasions. Our scale across household aisles and ability to offer trusted branded and store brand products enable us to grow the overall category and has earned us the opportunity to provide category captain level advisor insights at the majority of our retail partners. Our respected and trusted category managers provide our customers with category management expertise, insight and analytics to help them drive consumer traffic and spending. Through marketing and consumer education strategies, both inside the store and out, we expand usage occasions and stimulate consumption. Our new product innovation drives incremental growth within our categories. These factors and our focus on offering a high quality portfolio of branded and store brand products provide tremendous value to our retailers versus our competition. Table of Contents Continued investment behind our market-leading brand portfolio We have iconic brands and a proven ability to innovate, which enable us to approach adjacencies strategically and enhance our brand relevance with consumers. We plan to continue our investment in marketing and advertising to grow the revenues of our product offerings and the categories in which they participate. Our innovative approach to advertising, and early adoption of new channels such as digital, social media and experiential events, have addressed the full range of consumer constituents and resulted in powerful penetration growth, market share growth and increased usage occasions, even in some of our more mature categories. For example, we have worked closely with advertisers to integrate aluminum foil, parchment paper, slow cooker liners and oven bags into recipes, which has resulted in over 40,000 integrated online recipes which offer simplified solutions in the kitchen. Additionally, our successful Hefty advertising campaigns have driven a 5% market share growth in the trash bag category over the last four years. We have a strong competency in measuring, monitoring and improving the efficiency of our marketing spending through internal proprietary analytical techniques. We believe there is a significant opportunity to use our existing brand equity and expand into adjacent categories. Strengthen presence across distribution channels In addition to traditional grocery, we believe there is significant opportunity to expand within the club, home improvement, dollar-store and eCommerce channels across our full product portfolio. Building on Hefty s brand dominance in large trash bags, we have provided new consumer insights to the home improvement and club channels, which have generated growth and new distribution. For example, the introduction of the new Hefty Load n Carry product in the home improvement channel has energized Hefty s relationships with DIYers and generated significant interest from these retail partners. Additionally, we see opportunity for our Reynolds products in the home improvement and club channels, with recent new customer wins and stock keeping unit ( SKU ) expansion driving future growth. eCommerce penetration is expected to increase, due to the convenience of online ordering and subscription delivery, particularly for easy-to-ship household product categories. Given our strong relationship with online retailers, we are well-positioned to compete profitably and gain share in this growing channel. We provide both branded and private brand products through this channel to address the consumer s need for convenience and value. Furthering our eCommerce strategy, we recently launched a full line of store brand aluminum foil, trash bags and food storage bags as the exclusive supplier to the eCommerce leader. Additionally, most of our products are compatible with the eCommerce channel because they are shelf stable and efficient to transport. The recurring nature of consumer purchase cycles for our products positions us well to capitalize on continued growth of grocery pickup and subscription services. Finally, given our brand strength, technical expertise and the extensive use of products within our categories around the world, we see opportunities to selectively expand internationally. We currently sell to 54 countries around the world; however, this currently represents a small percentage of our annual revenue. During fiscal year 2018, North America represented 99% of our total sales. We estimate our addressable market outside the United States and Canada to be approximately $7.3 billion. Drive growth through new and innovative products We are an innovation driven company, and through Reyvolution, new product development plays a significant role in our growth strategy. Our innovation capabilities, combined with our investments in consumer-focused market research, will allow us to continue our track record of successful new product launches. We proactively collaborate with our retail partners on customized product innovation. Our product innovation pipeline focuses on use occasions including meals and snacks on-the-go as well as sustainability and the needs of Table of Contents the millennial consumer. Our objective is to generate 20% of our revenue each year from new products introduced within the prior three years. In fiscal year 2018, 21% of our revenue was generated from products that were less than three years old. More recently, through Hefty, we launched a new Ultra Strong product line that takes advantage of our triple action technology, which Nielsen awarded the 2018 Innovation Award (one of only 25 nationally). Our Reynolds KITCHENS Parchment Pop Up Sheets and Presto store brand square-shaped snack bags have been great successes with consumers, providing products better aligned with usage needs than the existing options on the shelf. Furthermore, Hefty sliders storage bags with the Stand & Fill feature, launched in 2019, are preferred over the competition by 73% of consumers. We have focused much of our innovation efforts around sustainability, and we offer a broad line of products that are better for the planet. We are focusing on products made with recycled, renewable, recyclable and compostable materials. For example, we recently launched 75% Unbleached Compostable Parchment Paper and redesigned our Hefty party cups to reduce the plastic by 10% while maintaining strength. Systematically improve operational efficiency and reduce cost We have cultivated a continuous improvement mindset oriented towards cost reduction, productivity improvements and lean manufacturing. We are focused on improving the ways in which we develop and manufacture products with data-driven decision making and robust lean business principles. Deep manufacturing expertise across our portfolio provides us with trade secret manufacturing know-how that delivers technical advantages and a low-cost competitive position. Our scale enables us to purchase inputs efficiently and increases our purchasing flexibility. We have implemented a simplified go-to-market strategy that fully leverages our customer relationships and scale and reduces overhead. We also continue to invest in automating repetitive manual tasks to increase operating efficiency and consistency, while reducing our exposure to labor fluctuations. We use digital capabilities to significantly improve our operational efficiency and effectiveness. We have launched an intelligent factory program to establish an integrated, data-driven culture that transforms our operations through digitally-connected people, assets and processes. Drive shareholder returns through balanced capital allocation We believe our strong free cash flow enables us to invest in and grow our business organically, reduce our indebtedness and pursue strategic M&A to create value for our stockholders. We also expect to return capital to our stockholders through regular dividend payments. We expect to pay a regular quarterly cash dividend on our common stock, subject to declaration by our board of directors. For fiscal year 2020, we expect to pay a quarterly cash dividend of $0.223 per share. However, we expect the initial dividend for the quarter ending on March 31, 2020 to be a prorated cash dividend for the period beginning on the first day of trading of our common stock on Nasdaq and ending on the last day of that period. We expect this initial dividend to be approximately $0.15 per share. See Dividend Policy for additional details. Recent Developments Preliminary Estimated Unaudited Combined Financial Results for the Three Months and the Year Ended December 31, 2019 Our preliminary estimated unaudited combined Net revenues, Net income and Adjusted EBITDA for the three months and year ended December 31, 2019 are set forth below. We have provided a range for these preliminary financial results because our closing procedures for our fiscal quarter and year ended December 31, 2019 are not yet complete. Our preliminary estimates of the combined financial results set forth below are based solely on information available to us as of the date of this prospectus and are inherently uncertain and subject to Table of Contents change. Our preliminary estimates contained in this prospectus are forward-looking statements. Our actual results remain subject to the completion of management s final review and our other closing procedures, as well as the completion of the audit of our annual combined financial statements. Accordingly, you should not place undue reliance on these preliminary financial results, which may differ materially from actual results. See
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/RKT_rocket_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/RKT_rocket_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e5dd9b88e32e82901101f903823d383e01bf9f10
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/RKT_rocket_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary contains selected information about us and about this offering. It does not contain all of the information that is important to you and your investment decision. Before you make an investment decision, you should review this prospectus in its entirety, including matters set forth under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the historical financial statements and the related notes thereto included elsewhere in this prospectus. Some of the statements in the following summary constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements." Certain percentages and other figures provided and used in this prospectus may not add up to 100.0% due to the rounding of individual components. COMPANY OVERVIEW We are a Detroit-based company obsessed with helping our clients achieve the American dream of home ownership and financial freedom. We are committed to providing an industry-leading client experience powered by our award-winning culture and innovative technologies. We believe our widely recognized "Rocket" brand is synonymous with providing simple, fast, and trusted digital solutions for complex personal transactions. Since our inception in 1985, we have consistently demonstrated our ability to launch new consumer experiences, scale and automate operations, and extend our proprietary technologies to partners. Our flagship business, Rocket Mortgage, is the industry leader, having provided more than $1 trillion in home loans since inception while growing our market share from 1.3% in 2009 to 9.2% in the first quarter of 2020, a CAGR of 19%. We have also expanded into complementary industries, such as real estate services, personal lending, and auto sales. In each of these gigantic and fragmented markets, we seek to gain share and drive profitable growth by reinventing the client experience. Dan Gilbert, our founder and Chairman, purposefully created a strong cultural foundation of core principles, or "ISMs", as a cultural operating system to guide decision making by all of our team members. At the heart of the ISMs is a simple, yet powerful, concept: "Love our team members. Love our clients." Our team members put the ISMs into action every day. The result is an empowered and passionate team aligned in a common mission. This has led FORTUNE magazine to name us to their list of "100 Best Companies to Work For" for 17 consecutive years. Our launch of the Rocket Mortgage online platform in 2015 revolutionized the mortgage process as the first end-to-end digital experience, leveraging decades of technology investment and innovation. Rocket Mortgage is the simplest and most convenient way to get a mortgage. This digital solution utilizes automated data retrieval and advanced underwriting technology to deliver fast, tailored solutions to the palm of a client's hand. Our Rocket Mortgage app, which clients use to apply for a mortgage, interact with our team members, upload documents, e-sign documents, receive statements, and complete monthly payments, has a 4.9 star rating on the Apple App Store. Rocket Mortgage technology extends well beyond the app, seamlessly serving clients and client-facing team members across the entire front-end user experience. Rocket Mortgage technology also facilitates the origination, underwriting, closing, and servicing process in a manner designed to sustain positive ongoing client relationships. We have also built proprietary sales technology that allows us to more effectively connect with and win potential clients. Building off this technology, we developed Rock Connections, our sales and support organization, which supports both Rocket Mortgage and several other external partners. Rocket Mortgage offers clients speed and simplicity backed by industry-leading automation created through our proprietary software platform and centralized operations. Traditionally, a single AMENDMENT No. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents TRADEMARKS, TRADE NAMES AND SERVICE MARKS This prospectus contains references to our trademarks and service marks, such as Rocket Mortgage by Quicken Loans, and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. INDUSTRY AND MARKET DATA We obtained the market and competitive position data used throughout this prospectus from our own research, surveys or studies conducted by third parties and industry or general publications. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these studies and publications is reliable, neither we nor the underwriters have independently verified such data and neither we nor the underwriters make any representation as to the accuracy of such information. Similarly, we believe our internal research is reliable but it has not been verified by any independent sources. Our estimates involve risks and uncertainties, and are subject to change based on various factors, including those discussed under the heading "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in this prospectus. Except as otherwise specified, such data is derived from Inside Mortgage Finance, Mortgage Bankers Association, Euromonitor Economies and Consumers Annual Data, and the U.S. Census Bureau. Except as otherwise specified, market share information is calculated based on one to four family mortgage originations as reported by the Mortgage Bankers Association. BASIS OF PRESENTATION Unless otherwise indicated or the context otherwise requires, references in this prospectus to (i) the "Issuer" refers to Rocket Companies, Inc., a Delaware corporation, (ii) the "Company," "we," "us," "our" and "Rocket" refer to the Issuer and its consolidated subsidiaries, (iii) "RHI" refers to Rock Holdings Inc., the sole stockholder of the Issuer prior to the consummation our initial public offering and the principal stockholder of the Issuer after the consummation of our initial public offering, (iv) "Holdings" refers to RKT Holdings, LLC, a Michigan limited liability company, the Issuer's direct wholly-owned subsidiary, (v) "Quicken Loans" refers to Quicken Loans Inc. prior to April 15, 2020 and to Quicken Loans, LLC after April 15, 2020, (vi) "Combined Businesses" or "Rocket Companies" refers to 12 subsidiaries of Rock Holdings Inc., all of which will be contributed to Holdings in connection with our initial public offering in the reorganization transactions (Quicken Loans, Amrock, EFB Holdings Inc., Lendesk Canada Holdings Inc., LMB HoldCo LLC, Nexsys Technologies LLC, RCRA Holdings LLC, RockTech Canada Inc., Rock Central LLC, Rocket Homes Real Estate LLC, RockLoans Holdings LLC, and Woodward Capital Management LLC) and (vii) "Rocket Mortgage" refers to either the Rocket Mortgage brand or platform, or the Quicken Loans business, as the context allows and (viii) "Amrock" refers to Amrock Inc. before July 10, 2020 and Amrock, LLC after July 10, 2020. We were formed as a Delaware corporation on February 26, 2020 and, prior to the consummation of the reorganization transactions and our initial public offering, did not conduct any activities other than those incidental to our formation and our initial public offering. All financial information presented in this prospectus are derived from the combined financial statements of the Combined Businesses included elsewhere in this prospectus. All financial information presented in this prospectus have been prepared in U.S. dollars in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"), except for the presentation of the following non-GAAP measures: Adjusted Revenue, Adjusted Net Income and Adjusted EBITDA. The Company reports financial and operating information in two segments: (1) Direct to Consumer and (2) Partner Network. Table of Contents processor sequentially performs most loan origination functions. Our process separates these functions to create specialization among team members, automates key steps and prioritizes workflow. Our technology provides our client specialists visibility into the loan process and enables our loans to close faster and more efficiently than industry averages. In 2019, we closed 6.7 loans per month per average production team member, compared to the industry average of 2.3 according to the Mortgage Bankers Association. In 2020, our year to date average has grown to 8.3 loans per month. The result is an unmatched client experience that has earned us recognition as #1 for Mortgage Origination by J.D. Power for the past 10 years every year we have been eligible for the award. We believe our national Rocket brand establishes a competitive advantage that is difficult to replicate. In our industry, we are the only company of scale with significant digital-first brand recognition. Since our inception, we have invested over $5 billion in marketing, including $905 million for the year ended December 31, 2019. Our in-house marketing agency has a long history of creating bold and visible events and campaigns, including the Quicken Loans Carrier Classic in 2011 a NCAA Men's Basketball game that raised proceeds for military charities and was attended on Veterans Day by President Obama; the Quicken Loans Billion Dollar Bracket for the NCAA Men's Basketball Tournament in 2014, in collaboration with Warren Buffett; the annual Rocket Mortgage Classic the first ever PGA TOUR event in Detroit; and recently a prominent Super Bowl Squares campaign and our latest Super Bowl ad, featuring actor Jason Momoa, was ranked the fifth best Super Bowl ad by USA Today's Ad Meter. We also reach potential clients through highly targeted marketing strategies. Our scale and data analytics provide distinct advantages in the efficiency of our marketing initiatives. We utilize data gathered from inquiries, applications and ongoing client relationships to optimize digital performance marketing to reach the right clients with the right solutions. Continuing our growth in digital marketing, in 2017 we acquired Core Digital Media, a top social media and display advertiser. Our specialized marketing capabilities allowed us to generate inquiries from more than 20 million potential clients in 2019. In 2010, we made the strategic decision to invest in loan servicing. Servicing the loans that we originate provides us with an opportunity to build long-term relationships and continually impress our clients with a seamless experience. We employ the same client-centric culture and technology cultivated in our origination business towards our servicing effort. The result is a differentiated servicing experience focused on client service with positive, regular touchpoints and a better understanding of our clients' future needs. As a result of our operational excellence, in 2019 we achieved overall client retention levels of 63%, and refinancing retention levels of 76%, which is approximately 3.5 times higher than the industry average of 22%. In 2020, our year to date average has grown to nearly 75% overall client retention. Additionally, we have been recognized as #1 for Mortgage Servicing by J.D. Power for the past six years every year we have been eligible for the award. Our growth potential is significant. The U.S. residential mortgage market remains highly fragmented. As the largest mortgage originator according to Inside Mortgage Finance, we serve 9.2% of an over $2.0 trillion annual market. As adoption of online mortgages increases, we expect to drive further market share growth. Of the clients that applied using our online platform or app, 75% are first-time homeowners and/or Millennials. As a result, we expect our growth to accelerate. As these groups mature and continue to demand a more digital experience, we anticipate that their previous positive experiences with Rocket Mortgage will result in repeat business and further growth of our Company. One of our strategic priorities is to grow partnerships with other preeminent companies and professionals whose clients benefit from our solutions. We continue to expand our network of Rocket Companies, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation or organization) 7370 (Primary Standard Industrial Classification Code Number) 84-4946470 (IRS Employer Identification Number) 1050 Woodward Avenue Detroit, MI 48226 (313) 373-7990 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Table of Contents high-quality influencers, which include mortgage professionals in the Quicken Loans Mortgage Services (QLMS) network and State Farm and Farmers agents. In addition, we have marketing partnerships with Fortune 500 companies such as American Express, Intuit and Schwab. Our partners rely on our trusted brand and technology to deliver the Rocket experience to their clients. To support this effort, we leveraged our Rocket Mortgage technology to develop Rocket Professional, our proprietary platform that enables our partners to offer our best mortgage options to their clients and provide real-time management of loan applications. The speed and efficiency of our platform is further enabled by our relationship with our subsidiary Amrock. Amrock is a leading provider of title insurance services, property valuations and settlement services. This business complements our mortgage origination platform with digital appraisal and closing services integrated throughout our Rocket Mortgage technology and processes. This provides a seamless experience for our clients, from their first interaction with Rocket Mortgage through closing. We have incubated and organically grown an ecosystem of businesses that creates substantial growth opportunities. Rocket Homes, our proprietary home search platform and real estate agent referral network, helps match Rocket Mortgage clients with highly rated agents, and the coordinated home buying experience improves the certainty of closing. Rocket Homes participated in more than 30,000 real estate transactions in 2019. Rocket Loans, our prime personal loan business, underwrote approximately 25,000 closed loans in 2019 (a year-over-year increase of over 30%). Rocket Auto, our auto sales business that was previously part of Rock Connections, facilitated nearly 20,000 used car sales in 2019, its second full year of operation. We believe our success in the United States can be leveraged in the Canadian mortgage market, a market of approximately $761 billion CAD of annual mortgage originations, and have invested in Lendesk and Edison Financial, two Canadian mortgage business startups. We have demonstrated a track record of creating value through profitable growth with a capital-light business model. For the year ended December 31, 2019, our total revenue, net was $5.1 billion and net income attributable to Rocket Companies was $893.8 million, representing a 22% and 46% growth from the prior year, respectively. Over the same time period, Adjusted Revenue was $5.9 billion, Adjusted Net Income was $1.3 billion, and Adjusted EBITDA was $1.9 billion. For reconciliation of these non-GAAP measures to their most comparable U.S. GAAP measures, see "Summary Historical and Pro Forma Condensed Combined Financial and Other Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures." Jay Farner Chief Executive Officer 1050 Woodward Avenue Detroit, MI 48226 (313) 373-7990 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents MARKET OPPORTUNITY We participate in large markets that are changing rapidly. We believe we are well positioned to capitalize on ongoing shifts in market demographics and consumer demands. We are at the center of the largest consumer asset class in the United States According to the Mortgage Bankers Association, there is approximately $10.7 trillion of residential mortgage debt outstanding in the United States as of December 31, 2019. Furthermore, the mortgage industry had total originations of $2.2 trillion in 2019 and has averaged $2.0 trillion in annual originations since 2000. Mortgages are almost always the most significant financial product in a consumer's life and loan servicing creates ongoing relationships with clients through their homeownership lifecycle. The mortgage industry is highly fragmented. The top five companies in the retail mortgage market only comprised 17.3% of total originations in 2019 according to Inside Mortgage Finance. This fragmentation results from the legacy of a decentralized brick-and-mortar presence for mortgage originators, which limits originators' ability to invest in technology and process automation. The fragmentation in the mortgage industry contrasts with many other consumer-facing industries where leaders hold a higher market share. As technology continues to create significant differentiation in the competitive landscape for mortgage origination, we believe there will be ongoing opportunities for scalable platforms that combine a superior client experience with faster speed to close to increase their market share. Consumers increasingly expect a higher level of service and technology-driven user experiences. In today's on-demand society, consumers expect a technology-based user experience and process in all their financial interactions. They increasingly desire to have the convenience of speed and simplicity at their fingertips, even for their most complex financial transactions. This provides a significant opportunity for those companies that can improve user experiences while also delivering transparency and certainty. The home buying experience is positioned for disruptive change. Legacy practices permeate not just mortgages, but the entire home buying experience. The process remains opaque for most consumers, as they are forced to coordinate with multiple parties for many different services. A seamless, integrated approach between the real estate agent and the mortgage originator provides the consumer a streamlined experience that achieves a higher certainty of closing and an overall positive sentiment, which can lead to future transactions with our Company. With copies to: Scott A. Barshay, Esq. Rachael G. Coffey, Esq. John C. Kennedy, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 (212) 373-3000 Michael Kaplan, Esq. Shane Tintle, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 Table of Contents OUR STRENGTHS Culture We define our culture through 19 ISMs. Dan Gilbert, our founder and Chairman, created the ISMs as the guiding principles and philosophy for our team members. The ISMs are more than catchy phrases; they are the operating system that acts as the blueprint for all our decision-making and builds the foundation of our culture. Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee(3) Class A common stock, par value $0.00001 per share 172,500,000 $22.00 $3,795,000,000 $492,591 (1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) of the Securities Act of 1933, as amended. Includes 22,500,000 shares that the underwriters have the option to purchase. See "Underwriting." (2)Calculated pursuant to Rule 457(a) of the Securities Act of 1933, as amended, based on an estimate of the proposed maximum aggregate offering price. (3)The registrant previously paid $12,980 of the registration fee in connection with a prior filing of this Registration Statement. Table of Contents Each of our approximately 20,000 team members is empowered to apply the ISMs in all aspects of their work and life. The ISMs define our culture and how we conduct business, and this combination of an empowered team with a common, well-defined mission provides us with a significant strategic advantage in the market. Always Raising Our Level of Awareness "Our future, growth, innovation and success starts with the thousands of eyeballs of our team members." Everything starts with awareness. We challenge our team members to be alert and observant, really listening to and understanding the needs of our clients, and to deliver actionable innovations that improve the client experience and process. Our culture asks not only for ideas, but also drives for execution. The result is a group of empowered professionals creating unrivaled experiences for our clients. We were pioneers in centralizing and digitizing the mortgage experience. We were also one of the first in our industry to recognize the changing client demands and use the internet to deliver fast and simple mortgages, from this initial idea to our modern solutions like Rocket Mortgage and Rocket Professional, our proprietary platform. The awareness and hyper-focus of our team members drives these innovative solutions and our success. Every Client. Every Time. No Exceptions. No Excuses "Every client means 100% of our clients all of the time, not most of the time." We value our clients and serve them with an unmatched sense of urgency and importance. We maintain a policy that every client will receive a callback within 24 hours. Our clients have acknowledged the positive experience they have with us in our closed consumer surveys, with approximately 94% recommending us. Our superior client experience is evidenced by our net promoter score (NPS) score of 74, a measure of consumer satisfaction, as compared to the average NPS of 16 for the mortgage origination industry according to J.D. Power. Our award-winning client experience has resulted in other world-class consumer-facing organizations, such as State Farm, Farmers, American Express, Intuit and Schwab, seeking to partner with us. Obsessed with Finding a Better Way "Finding a better way is not something we do on the side or when we get the time. Rather, it's a key priority for every one of our team members." We empower our team members to create the processes and programs that will continue to drive our growth. Team members know their opinion is not only welcome but expected, from providing input on how to improve our existing business to pitching a completely new company idea. Our obsession with finding a better way is amplified through our constant improvement "Mousetrap Team," and our platform for new ideas "The Cheese Factory." Mousetrap Team members are tasked with closely examining each step of the borrowing process to make it more efficient. Major successes from this team include the development of proprietary technology that prioritizes each step of the loan process based on a client's propensity to close and the development of a texting platform that allows clients to communicate directly with their mortgage banker, reducing delays due to response times. The Cheese Factory and its internal "Pitch Day" competition, both encourage and reward team members for bringing forward ideas. Our Product Strategy team continues carrying that momentum, analyzing consumer trends and best practices, and then delivering products under the Rocket umbrella that meet the emerging and The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents future needs of our clients. This team has demonstrated its ability to translate our Company's mission and goals into client-focused solutions and experiences. Recognizing the market opportunity to extend our Rocket Mortgage technology and process to our Partner Network, this team successfully led the development and launch of our partner platform Rocket Professional. Combining business and technical savvy, our strategists revolutionize the way we interact with consumers on our never-ending mission to find a better way for everything we do. We Are the They "There is no 'they.' We are the 'they.' One team. United. All in the mission together. No corporate barriers. No boundaries. Just open doors, open minds and an open culture rooted in trust." Our organization emphasizes cooperation, respect and teamwork and minimizes hierarchy and bureaucracy, all to achieve better client results. Our team members and leaders, across our ecosystem, are all aligned towards the common goal of helping our clients and providing an amazing client experience. We recruit, train and develop our team members to all align to this philosophy. We do so with the contributions of our robustly staffed training team that focuses on the development and growth of team members. The group has been recognized by Training Magazine as part of the "Training Top 125" for excellence in training and development. Our unity extends beyond the walls of our organization to the communities we call home. Our "for more than profit" approach includes positively impacting our communities through creating jobs and reinvesting dollars and time into our cities. From education and housing stability initiatives to entrepreneurship programs, our team members are at the forefront of growth both in our business and the communities in which they live, work, and play. Technology, Data and Automation Innovation We built a fully integrated technology platform implemented across our ecosystem to provide a seamless and efficient experience for our team members, clients and partners. We have found that the most powerful approach to improving the client experience is to identify the pain points in the process and create scalable technology-driven solutions for each one. Our leadership and approximately 2,500 technology team members focus on technology along three axes. First, we leverage advanced algorithms and decision trees along with intuitive front-end design to provide an exceptional client interface and service. Second, we use technology and analytics to automate as many steps of our operations as possible to increase our team members' productivity, minimize process lags and errors, and ultimately drive significant improvement in client outcomes on a massive scale. Third, we develop our technology with a view to offer it to external partners in a seamless manner, enabling further growth of our ecosystem. We have strategically developed our technology in modules to facilitate agile enhancements. This enables us to effectively scale during market expansion, efficiently onboard partners, and grow into new client segments and channels, with less time and investment than our competitors. Additionally, our cutting-edge technology systems are powered by a significant amount of data. In 2019, we had interactions with over 20 million prospective clients. We have long-term mortgage servicing relationships with approximately 1.83 million client loans. Our technology and data science teams are proficient in leveraging this rich data to streamline the client experience, to improve the efficacy of our marketing campaigns, and to offer products and services suited to each client's specific circumstance. Table of Contents Table of Contents Client Leads by Year (in millions) Digital-First Brand and Marketing Our investment in the Rocket brand has made it nationally recognized as a simple, fast, and trusted digital solution for clients and partners. We invest in a range of targeted marketing campaigns that leverage our brand to acquire new clients and position our brand as the technology-driven solution for consumers. We have over 250 experienced marketing team members in our in-house advertising agency focused on every aspect of the client lifecycle. We create and execute innovative marketing strategies to identify and reach target audiences, engage with interested clients, and promote the client experience. We also rely on our Core Digital Media business, a leading online marketing and client acquisition platform, to generate additional leads. We have invested considerable capital in our brand. Since our inception, we have invested over $5 billion in marketing, including $905 million for the year ended December 31, 2019. While we increase brand awareness through sophisticated marketing, there is no better brand builder than a positive client experience. By providing a positive upfront origination experience, coupled with award-winning servicing over the life of the loan, we establish a long-term relationship with our clients. Servicing a client's loan allows us to remain in contact with our clients and stay current on their financial needs. For example, we rely on insights gained from servicing to offer solutions to clients when they can benefit from a more cost-effective mortgage. As a result of this approach, in 2019 when clients chose their next mortgage, we had overall client retention levels of 63% and refinancing retention levels of 76%, which is approximately 3.5 times higher than the industry average of 22%. In 2020, our year to date average has grown to nearly 75% overall client retention. Source: Black Knight Mortgage Monitor. (1)Retention rate is the total unpaid principal balance ("UPB") of our clients that originate a new mortgage with us in a given period divided by total UPB of the clients that paid off their existing mortgage and originated a new mortgage in the same period. This calculation excludes clients to whom we did not actively market due to contractual prohibitions or other business reasons. Superior Economic Model We earn the majority of our revenues from the upfront origination of each mortgage through origination fees and the sale of mortgages into the secondary mortgage market. Additional revenue is earned through recurring fees from servicing these same mortgages. We also earn fees from real estate agent referrals in Rocket Homes; origination, gain on sale, and servicing fees in Rocket Loans; and fees from facilitating auto sales in Rocket Auto. We believe our platform and technology create a significant financial advantage. Our brand effectiveness and marketing capabilities optimize client acquisition investments and our automated processes reduce unnecessary costs across the origination process. We create significant operating leverage through automation. We can scale quickly and efficiently which allows us to grow both the number of transactions and transaction profitability. Our business model is high-velocity, capital light and cash generating. We originate mortgage loans that are sold either to government-backed entities or to investors in the secondary mortgage market. Most sales occur within three weeks of origination, in turn requiring minimal capital. Of the $145 billion of mortgages we originated for the year ended December 31, 2019, 91% were sold to government-backed entities. For the year ended December 31, 2019, our net income attributable to Rocket Companies was $893.8 million and our Adjusted Net Income was $1.3 billion. Our business has minimal credit exposure as we sell our mortgage loans to investors in a matter of days. We also do not have direct credit exposure to the servicing portfolio since we do not own the underlying loans that are being serviced. Additionally, our automation and process efficiency are designed to increase data transparency and quality, thereby limiting potential liabilities that could result from errors in underwriting and servicing. Table of Contents Highly Adaptable and Scalable Platform We can scale quickly and efficiently which allows us to increase both the number of clients we provide solutions for and our profitability. Our proprietary loan origination platform allows us to originate, underwrite and close loans in all 50 states over the internet. Additionally our centralized loan processing centers give us greater control over the client experience and allows us to take advantage of economies of scale. Our loan funding capacity is generally sourced from repurchase agreements with large financial instituitions as counterparties, cash generated from operations and proceeds from the fixed-income bond market resulting in a diversified funding strategy. As our business continues to grow, we regularly reassess our funding strategy and we believe we have the ability to access the appropriate amount of capital to support our growth from internally generated cash flows and our various debt agreements. We do not intend to use the proceeds from this offering to fund the growth of our business. For more information, see "Use of Proceeds". Our size and technologies allow us to utilize specialized sub-groups to automate the processing and review of data and documents based on a set of predetermined rules-based workflows. Specialization in each step of the origination process allows us to create experts in each task, enabling our team members to rely on their expertise to quickly solve problems and provide greater certainty to close for our clients. This task-based specialization also results in shorter training time for new team members, enabling us to quickly ramp up operational capacity. Our approach is a true differentiator, allowing us to quickly scale the workforce to match demand and the size of the pipeline. Our platform provides us the capacity to close a substantially higher amount of loans per month based on current resources without significant investment in infrastructure. This centralized structure and scalable platform also allows Rocket Mortgage to quickly adapt to the evolving regulatory environment and market changes. Our scale, together with our high-quality, geographically diverse originations, and efficient platform, allows our experienced capital markets team to achieve superior secondary market execution. Our capital markets team aggregates pools of loans to obtain the best pricing for sales into the market. At the same time, our Capital Markets team uses proprietary technologies in addition to outside information services to hedge interest rate positions until loans are sold. Over the last decade we have generated consistently strong margins, which we believe are attributable to the high-quality loans generated from our business model, combined with our experienced management and capital markets teams. High-Quality Team Member Experience Our culture creates an environment where team members know their opinions are valued and curiosity is encouraged. This collaborative atmosphere empowers our team members and keeps them engaged, making us stronger, faster, and more innovative as a company. Our internal surveys show approximately 95% of our team members believe the work they do contributes to the success of our Company. Our high-quality workplace culture creates significant opportunities to attract and retain talent. We encourage our team members to build a long-term career within our Company and focus on a common mission. Our commitment to the cities where we live, work, and play, attracts team members who are similarly focused on building a strong community, further benefitting our cultural identity. In addition to the recognition we received from FORTUNE magazine, our operations in Phoenix, Cleveland and Charlotte have been recognized as top workplaces in 2019 in local business publications. Of our approximately 20,000 team members, approximately 1,500 team members have been with us for over 10 years. Table of Contents Strong, Collaborative Senior Leadership Team Our senior leadership team's vision has reshaped the mortgage landscape and fueled our substantial growth while consistently reinforcing our culture. This long-tenured team has been with us for an average of 24 years. Dan Gilbert, our founder and Chairman, has provided us with steady leadership during our entire 35-year history and served as Chief Executive Officer from 1985 until 2002. Jay Farner is our current Chief Executive Officer and has been with us for 24 years. Bob Walters is our President and Chief Operating Officer and has been with us for 23 years. Julie Booth is our Chief Financial Officer and has been with us for 16 years. Angelo Vitale is our General Counsel and Secretary and has been with us for 23 years. This team has led us through a variety of housing and economic cycles, and have found ways to take advantage of broader industry disruption to continue our growth and success. We are focused on developing and promoting talent from within, which has enabled us to develop both the current team of senior leaders as well as the next generation of leaders. Prior to becoming Chief Executive Officer, Jay Farner served as our President and Chief Marketing Officer and Vice President of Web Mortgage Banking before that. In these roles, Jay personally led the building of Rocket Mortgage and brand strategy, as well as online performance marketing and the creation of the centralized banking teams. Prior to becoming President and Chief Operating Officer, Bob Walters served as our Chief Economist and Executive Vice President leading Capital Markets and Servicing. In these roles, Bob oversaw the teams responsible for developing our capital markets capabilities, launching servicing and transforming our client experience and operations teams. Prior to becoming Chief Financial Officer, Julie Booth served as our Vice President, Finance and initiated the creation and development of the Treasury, Procurement, and Internal Audit functions over the years. Angelo Vitale has served as Chief Executive Officer of our subsidiary Rock Central and as our Executive Vice President, General Counsel and Secretary. In these positions, Angelo has been responsible for our legal functions, including regulatory compliance, commercial real estate leasing and enterprise risk management. OUR GROWTH Rocket Mortgage Market Share ($ in billions) We have significant opportunity for continued growth as we advance and leverage our technology, brand, scale, and commitment to providing an exceptional client experience. Table of Contents Expand Our Lead in Our Core Market We are the largest retail mortgage originator in the U.S. according to Inside Mortgage Finance, with $145 billion in originations in 2019. We originated $51.7 billion in the three months ended March 31, 2020, which is a 23% CAGR from originations of $25 billion in 2009. We are the scaled leader in the U.S. mortgage industry with market share of 9.2%. Of total originations in 2019, $39 billion, or 27%, were to clients purchasing a home. This would make us the fourth largest retail originator based on purchase volume alone. We will continue to invest significantly in our brand, technical capabilities and our award-winning client experience, which we expect will support a considerable increase in our market share of the mortgage origination and servicing industry. Our superior client experience is evidenced by our net promoter score (NPS) score of 74, a measure of consumer satisfaction, as compared to the average NPS of 16 for the mortgage origination industry according to J.D. Power. Market Demographics Will Drive Growth As consumers increasingly gravitate towards a digital experience, we believe Rocket Mortgage can uniquely address their needs. In particular, we stand ready for an expected increase in Millennial homeownership rates, which at approximately 32% significantly lags the rates of Generation X and Baby Boomers. Homeownership remains a top priority among approximately 70% of Millennials and their homeownership rate should trend higher as they continue to build wealth. These consumers increasingly demand a fully digital experience. RocketMortgage.com Site Visits (in millions) Our Partner Network Should Generate Significant Growth We expect our partner network to support further growth. We have aligned our brand with other high-quality consumer-focused organizations, which we believe will provide us with a differentiated efficient client acquisition channel that our competitors cannot easily replicate. We have formed relationships with influencers who utilize our platform with their clients, such as State Farm and Farmers, and marketing partners who refer their clients directly to us, such as American Express, Intuit and Schwab. We have a robust pipeline of potential partners that we are working to onboard in Table of Contents 2020 and beyond. Our technology is designed to be easily adaptable, which allows us to seamlessly onboard partners and begin originations in a short time period. Our Ecosystem Creates Substantial Growth Opportunities Our ecosystem is a series of connected businesses centered on delivering better solutions to our clients through our technology and scale. The total addressable market for our ecosystem of businesses, including markets for mortgage originations in U.S. and Canada, personal loans, home sales, used auto sales, and real estate advertising amounts to approximately $5.5 trillion. We actively created a number of businesses in markets where we believe our core strengths will drive success, including: Amrock: Amrock is a leading provider of title insurance services, property valuation and settlement services, Amrock uses proprietary technology that integrates seamlessly with the Rocket Mortgage technology and processes. This provides a digital, seamless experience for our clients with speed and efficiency from their first interaction with Rocket Mortgage through closing. Amrock facilitated over 444,000 settlement transactions in 2019. Rocket Homes: Through its online home search platform and real estate agent referral network, we provide ancillary services around the real estate point of sale. According to the Consumer Federation of America, the real estate point of sale market has approximately $100 billion of annual sales in the United States. Core Digital Media: Core Digital Media is a top digital social and display advertiser in the mortgage, insurance and education sectors, Core Digital Media generated approximately six million client leads for mortgage and other industries in 2019. This business enables growth for our broader ecosystem offering unique insight into the market that allows us to introduce innovative marketing programs designed to increase the conversion rates for online leads. We also leverage Core Digital Media's capabilities in cross-marketing our products and services to clients across our ecosystem. Rocket Loans: We launched our personal unsecured loan origination business in 2016 and focus on clients with prime credit scores. According to TransUnion Industry Insights Report, the personal unsecured lending market in the United States has approximately $162 billion of outstanding balances, which have grown at a 16% compound annual growth rate ("CAGR") since 2016. Rocket Auto: The sales capabilities in our Rock Connections business has fueled our early success in auto sales, with Rocket Auto facilitating nearly 20,000 used car sales in 2019. According to Edmunds, the consumer auto sales market in the United States had approximately 40.8 million used auto sales units in 2019. Lendesk: Our first investment into the Canadian mortgage market, Lendesk is a startup that offers a suite of products to digitize and simplify the Canadian mortgage experience. Through and including , 2020 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. Table of Contents Edison Financial: Our second investment into the Canadian mortgage market, Edison is a digital mortgage firm that will use Lendesk's Spotlight as its lender submission platform. We believe our success in the United States can be leveraged in the Canadian mortgage market, a market of approximately $761 billion CAD of annual mortgage originations. Each of these businesses benefits from its relationship with Rocket Mortgage and in many cases Rocket Mortgage also benefits from these relationships. For example, our experience has shown that a relationship with a Rocket Homes' partner agent significantly increases the likelihood that we will close a Rocket Mortgage loan. Similarly, we have found that a significant number of personal loan leads from Rocket Loans have turned into mortgage refinance transactions once we are able to spend time with the clients to understand their needs better. RECENT DEVELOPMENTS Business Update in Response to COVID-19 Pandemic We are closely monitoring the public health response and economic impacts of COVID-19. There is significant uncertainty related to the economic outcomes from this global pandemic, including the response of the federal, state and local governments as well as regulators such as the Federal Housing Finance Agency (FHFA). Despite this, we believe we are well positioned to continue serving our clients in the same award-winning manner as in the past based on our recent success in transitioning to a remote work environment and our strong balance sheet that can provide liquidity for continued growth amid the significant volatility. This is demonstrated by our record mortgage origination volumes in March, April, May and June 2020. Additionally, we have taken proactive measures to protect our team members, ensure the continuity of business operations and maintain our strong liquidity position. Team Member Safety We are focused on the safety and wellness of our team members. In March, we moved to a remote work environment for over 98% of our team members. Many of our team members have had the ability to work from home for years, making a shift like this an easier transition than it would have been otherwise. For essential team members coming into the office, we have imposed additional restrictions for their protection including prohibiting visitors' access to our offices, increasing cleaning, providing protective masks and testing. Our senior leadership team participates in a daily call to plan and execute response activity as well as receive health and economic updates, discuss business operations, and team member wellness. We also have a dedicated group focused on monitoring conditions and making recommendations to senior leadership on necessary changes. Business Operations and Liquidity While the financial markets have demonstrated significant volatility due to the economic impacts of COVID-19, interest rates have fallen to historic lows resulting in increased mortgage refinance originations and favorable margins. Our automated, scalable platform and processes enable us to respond quickly to the increased market demand. However, the extent and severity of economic impacts due to COVID-19 are not yet known and, as a result of these factors being outside our control, our origination volumes may decrease in the future. Beginning in the first quarter of 2020, and despite this uncertainty, we have seen substantial growth in our business and we have undertaken key steps to position our platform for continued success and as a result of these actions realized several substantial achievements. Materially increased our cash position Negotiated $3.75 billion of increases in loan funding capacity with our current lending partners Table of Contents Achieved record Adjusted EBITDA. Reduced turn times on originations to record lows Stepped up verification of key metrics such as employment and income to ensure the highest quality underwriting standards are maintained. In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES" Act) was signed providing clients with GSE and government agency backed mortgages the ability to request a forbearance plan. As of June 30, 2020, we had approximately 98,000 clients on forbearance plans, which represents approximately 5.1% of our total serviced client loans. As a servicer, we are required to advance principal and interest to the investor for up to four months on GSE backed mortgages and longer on other government agency backed mortgages on behalf of clients who have entered a forbearance plan. We are able to utilize funds from prepayments and mortgage pay-offs from other clients to fund these principal and interest advances prior to remitting those funds to the agencies. To date, we have been able to fund all required principal and interest advances with these pay-off funds and have not had to use any corporate cash or draw on any facilities in order to fulfill principal and interest advances related to forbearances. While these advance requirements may be significant at higher levels of forbearance, we believe we are very well-positioned in terms of our liquidity. As of May 31, 2020, we had $2.6 billion of cash and cash equivalents and $1.22 billion in undrawn lines of credit. We are in ongoing discussions with our lending partners around additional advance financing and will continue evaluating the capital markets as well, which would further supplement our liquidity should the need arise. Although the forbearance activity noted above has not yet had a material impact on our cash flows, we expect servicing advances to grow over time and believe they could become material. Actual servicing advances will be driven by the number of clients entering into forbearance plans, the amount of time clients spend in the forbearance plans (most have the ability to extend forbearance plans for up to one year), and the level of successful resolution of forborne amounts at the end of forbearance periods all of which will be impacted by the pace at which the economy recovers from the COVID-19 pandemic. Protecting our cash position and maintaining sufficient liquidity is a top priority. We maintain diversified liquidity sources to allow us to fund our loan origination business, manage our day-to-day operations and protect us against foreseeable market risks. To support our increased origination volumes in 2020, year to date through June 2020, we negotiated increases totaling $3.75 billion from seven different counterparties for our loan funding facilities, of which $2.75 billion are temporary. Additionally, we added a new counterparty with an aggregate line amount of $0.4 billion. Our subsidiary Quicken Loans entered into a commitment letter in June 2020 with JPMorgan Chase Bank, N.A. ("JPM") and Morgan Stanley Senior Funding, Inc. ("MSSF") where JPM and MSSF will arrange and syndicate a senior unsecured revolving credit facility in an aggregate amount of up to $1.0 billion, with a maturity of three years from the closing date of this facility. To date, Quicken Loans and the arrangers have received commitments from lenders, subject to customary closing conditions, of up to $950 million. Further, Quicken Loans has finalized separate terms sheets for two new mortgage loan repurchase facilities for aggregate mortgage loan origination capacity of $2.0 billion. Subject to the negotiation and execution of definitive agreements, we expect these two facilities to be available in the third quarter of 2020. There is no assurance that we will be able to successfully negotiate and execute the definitive documentation for such facilities. We continue to pursue additional loan funding capacity to fund our origination volumes as needed. While we appreciate that we are facing an unprecedented set of circumstances today, we believe that we have taken the necessary steps to position the Company for success in both the near term and into the future. We are extremely proud of our team members and what they have Table of Contents been able to achieve amidst this challenging environment. We look forward to continuing to serve our clients and helping them through these unprecedented times. Preliminary Estimated Financials Results as of and for the Three Months and the Six Months Ended June 30, 2020 Our financial results for the three months and six months ended June 30, 2020 are not yet complete and will not be available until after the completion of this offering. Accordingly, we are presenting certain preliminary estimated unaudited financial results as of and for the three months and six months ended June 30, 2020. The unaudited estimated financial results set forth below are preliminary and subject to revision based upon the completion of our quarter-end financial closing processes as well as the related external review of the results of operations for the three months and the six months ended June 30, 2020. Our estimated financial results are forward-looking statements based solely on information available to us as of the date of this prospectus. As a result, our actual results for the three months and the six months ended June 30, 2020 may differ materially from the preliminary estimated financial results set forth below upon the completion of our financial closing procedures, final adjustments, and other developments that may arise prior to the time our financial results are finalized. You should not place undue reliance on these estimates. The information presented herein should not be considered a substitute for the financial information to be filed with the SEC in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020 once it becomes available. For additional information, see "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors." We had $72.3 billion in originations for the second quarter of 2020, an increase of approximately 40% from originations of $51.7 billion in the first quarter of 2020. Our market share grew by 30% to 8.7% for the six months ended June 30, 2020 from 6.7% for 2019. Additionally, during the second quarter of 2020 we had $92.0 billion of net rate lock volume, an increase of approximately 64% from net rate lock volume of $56.1 billion in the first quarter of 2020. We also organically grew our servicing portfolio by 10% to $378.2 billion and 1.93 million client loans as of June 30, 2020, from $343.6 billion and 1.83 million client loans as of March 31, 2020. For the second quarter of 2020, based on preliminary results, we estimate that our total revenue, net was between $4.93 billion and $5.13 billion and net income was between $3.35 billion and $3.55 billion, the midpoint of these ranges representing an approximately $3.66 billion and $3.35 billion increase from the prior quarter, respectively. Over the same time period, Adjusted Revenue was between $5.20 billion and $5.42 billion, Adjusted Net Income was between $2.76 billion and $2.93 billion, and Adjusted EBITDA was between $3.71 billion and $3.95 billion. The increases in total revenue, net and net income for the three-months ended June 30, 2020, as compared to the three-months ended March 31, 2020, were driven by an increase in gain on sale margin. Gain on sale margin increased from 3.25% for the three-months ended March 31, 2020 to a preliminary range of 5.10% to 5.25% for the three-months ended June 30, 2020. We believe that the elevated level of gain on sale margin experienced during the second quarter of 2020 was impacted by generally favorable market conditions and the low interest rate environment which led to increased demand for mortgages and capacity constraints in the industry. Increased rate lock volume noted above also contributed to our improved performance. As of the date of this prospectus, we have seen the favorable market conditions continue which has led to continued strong demand and origination volume. We do not know how long these favorable market conditions will continue going forward. There is no assurance that these results are indicative of our results in any future period. Our preliminary estimated results contained in this prospectus have been prepared in good faith by, and are the responsibility of, management based upon our internal reporting for the three months and the six months ended June 30, 2020. Ernst & Young LLP has not audited, reviewed, compiled (1)During the three months ended June 30, 2020, the Company made distributions of $1.6 billion to RHI. (2)We define "Adjusted Revenue" as total revenues net of the change in fair value of mortgage servicing rights ("MSRs") due to valuation assumptions. We define "Adjusted Net Income" as tax-effected earnings before stock-based compensation expense and the change in fair value of MSRs due to valuation assumptions, and the tax effects of those adjustments. We define "Adjusted EBITDA" as earnings before interest and amortization expense on non-funding debt, income tax, and depreciation and amortization, net of the change in fair value of MSRs due to valuation assumptions and stock-based compensation expense. We exclude from each of these non-GAAP revenues the change in fair value of MSRs due to valuation assumptions as this represents a non-cash non-realized adjustment to our total revenues, reflecting changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, which is not indicative of our performance or results of operation. Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of 'interest income, net', as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest and amortization expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA. For a more specific and thorough discussion on Adjusted Revenue, Adjusted Net Income and Adjusted EBITDA, see "Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures." (a)The Issuer will be subject to U.S. Federal income taxes, in addition to state, local and Canadian taxes with respect to its allocable share of any net taxable income of Holdings. The adjustment to the provision for income tax reflects the effective tax rates below, assuming the Issuer owns 100% of the Holdings Units (as defined below). For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2019 2020 2019 Statutory U.S. Federal Income Tax Rate 21.00 % 21.00 % 21.00 % 21.00 % Canadian taxes 0.01 % 0.01 % 0.01 % 0.01 % State and Local Income Taxes (net of federal benefit) 3.76 % 3.76 % 3.76 % 3.76 % Effective Income Tax Rate 24.77 % 24.77 % 24.77 % 24.77 % (b)Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates. (a)Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates. REORGANIZATION TRANSACTIONS Prior to the commencement of the reorganization transactions described below and this offering, all of the outstanding equity interests of Quicken Loans, as well as all or a majority of the outstanding equity interests in our other operating subsidiaries, that historically have operated our businesses, were directly or indirectly owned by RHI. Prior to the completion of this offering, we will consummate an internal reorganization, which we refer to as the "reorganization transactions." In connection with the reorganization transactions, the following steps have occurred or will occur: the Issuer was incorporated in Delaware on February 26, 2020, as a wholly-owned subsidiary of RHI; Holdings was formed in Michigan on March 6, 2020, as a wholly-owned subsidiary of RHI; Quicken Loans Inc. converted to a Michigan limited liability company on April 15, 2020; subsequent to March 31, 2020 and prior to the completion of the reorganization transactions, the Combined Businesses will have made cash distributions to RHI in an aggregate estimated amount of $3,878 million (including $1,618 million on or before June 30, 2020 as referenced above), of which $1,164 million were for the purpose of funding tax obligations (the "Pre-IPO Distributions"); in July 2020, RHI contributed to Holdings the interests it held in certain of the Combined Businesses; in July 2020, Dan Gilbert, our founder and Chairman, contributed $20.0 million to Holdings and became a member of Holdings; prior to the completion of this offering, RHI will contribute to Holdings the interests it holds in (a) Quicken Loans, LLC and (b) the remaining Combined Businesses. As a result, Holdings will become the direct holder of the interests of Quicken Loans and of all the Combined Table of Contents Businesses, which are RHI's direct and indirect subsidiaries through which it conducts the following businesses and activities: (i) our title insurance services, property valuations and settlement services business, (ii) our real estate agent network, (iii) our home search website, (iv) our client care center, (v) our auto sales business, (vi) our personal loan business, (vii) our support services provider, (viii) our loan securitization business, (ix) our Canadian mortgage business and (x) our Canadian technology service provider; prior to the completion of this offering, the Issuer will become the sole managing member of Holdings; prior to the completion of this offering, we will amend the operating agreement of Holdings and provide that, among other things, all of the existing equity interests in Holdings will be reclassified into Holdings' non-voting common interest units, which we refer to as "Holdings Units." Holdings will issue an aggregate of 1,985,479,966 Holdings Units to RHI and Dan Gilbert, which assuming an initial public offering price of $21.00 per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) is expected to consist of 1,984,534,499 Holdings Units issued to RHI and 945,467 Holdings Units issued to Dan Gilbert; prior to the completion of this offering, we will amend and restate our certificate of incorporation and we will be authorized to issue four classes of common stock: Class A common stock, Class B common stock, Class C common stock and Class D common stock, which we refer to collectively as our "common stock." The Class A common stock and Class C common stock will each provide holders with one vote on all matters submitted to a vote of stockholders, and the Class B common stock and Class D common stock will each provide holders with 10 votes on all matters submitted to a vote of stockholders. The holders of Class C common stock and Class D common stock will not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to holders of Class A common stock and Class B common stock. These attributes are summarized in the following table: Class of Common Stock Votes Economic Rights Class A common stock 1 Yes Class B common stock 10 Yes Class C common stock 1 No Class D common stock 10 No Our certificate of incorporation provides that, at any time when the aggregate voting power of the outstanding common stock or preferred stock beneficially owned by RHI or any entity disregarded as separate from RHI for U.S. federal income tax purposes (the "RHI Securities") would be equal to or greater than 79% of the total voting power of our outstanding stock, the number of votes per share of each RHI Security shall be reduced such that the aggregate voting power of all of the RHI Securities is equal to 79%. Shares of our common stock will generally vote together as a single class on all matters submitted to a vote of our stockholders. There will be no shares of Class B common stock and no shares of Class C common stock outstanding after the completion of this offering; prior to the completion of this offering, we will issue RHI and Dan Gilbert a number of shares of our Class D common stock in exchange for a payment by RHI and Dan Gilbert, as applicable, of the aggregate par value of the Class D common stock received equal to the number of Holdings Units held by RHI and Dan Gilbert, as applicable; Table of Contents prior to the completion of this offering, each of RHI and Dan Gilbert will be granted the right to exchange its or his Holdings Units, together with a corresponding number of shares of our Class D common stock or Class C common stock, for, at our option, (i) shares of our Class B common stock or Class A common stock or (ii) cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale); prior to the completion of this offering, we will issue an aggregate of 322,273 shares of Class A common stock at the purchase price per share equal to the initial public offering price (assuming an initial public offering price of $21.00 per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, the number of shares to be issued will equal the purchase price divided by the price to public in this offering)) to Dan Gilbert and certain entities affiliated with Dan Gilbert (the "Gilbert Affiliates"), in exchange for an aggregate of $6.8 million in cash which we will contribute to Holdings for an equal number of Holdings Units; and prior to the completion of this offering, we will enter into an acquisition agreement with RHI and its direct subsidiary Amrock Holdings Inc. pursuant to which we will acquire Amrock Title Insurance Company ("ATI"), an entity through which RHI conducts its title insurance underwriting business, for total aggregate consideration of $14.4 million that will consist of 685,714 Holdings Units and shares of Class D common stock of RHI valued at the price to the public in this offering (assuming an initial public offering price of $21.00 per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, the number of shares to be issued will equal the purchase price divided by the price to public in this offering) (such acquisition, the "ATI acquisition"). ATI's net income for the year ended December 31, 2019 was $4.7 million. The consummation of this acquisition is subject to customary closing conditions, including the receipt of regulatory approvals. We expect the ATI acquisition will close in the fourth quarter of 2020. For more information, see "Organizational Structure." After the completion of this offering, based on an assumed initial public offering price of $21.00 per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus), we intend to use the entire aggregate amount of $3,079 million of the net proceeds from this offering (or $3,541 million if the underwriters exercise their option to purchase additional shares in full) after deducting underwriting discounts and commissions and before deducting offering expenses, to acquire a number of Holdings Units and shares of Class D common stock from RHI equal to the amount of such net proceeds divided by the price paid by the underwriters for shares of our Class A common stock in this offering (150,000,000 Holdings Units or, if the underwriters exercise their option to purchase additional shares in full, 172,500,000 Holdings Units). We do not intend to use any proceeds from this offering to acquire any Holdings Units and shares of Class D common stock from Dan Gilbert. We estimate that the offering expenses (other than the underwriting discounts) will be approximately $14.7 million. All of such offering expenses will be paid for or otherwise borne by Holdings. For more information, see "Use of Proceeds." The following diagram depicts our organizational structure following the reorganization transactions, this offering and the application of the net proceeds from this offering (assuming an initial public offering price of $21.00 per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) and no exercise of the underwriters' option to (1)Includes the Combined Businesses other than Quicken Loans, which are our direct and indirect subsidiaries through which we will conduct the following businesses and activities: (i) our title insurance services, property valuations and settlement services business, (ii) our real estate agent network, (iii) our home search website, (iv) our client care center, (v) our auto sales business, (vi) our personal loan business, (vii) our support services provider, (viii) our loan securitization business, (ix) our Canadian mortgage business and (x) our Canadian technology service provider. After the ATI acquisition closes, which we expect to happen in the fourth quarter of 2020, ATI will become one of our subsidiaries through which we will conduct title insurance underwriting business. (2)This chart does not depict the shares of Class A Common Stock held by Dan Gilbert and the Gilbert Affiliates. Dan Gilbert and the Gilbert Affiliates, through their ownership of Class A common stock, hold 0.04% of the voting power of, and 0.21% of the economic interest in, the Issuer. In connection with the reorganization transactions, we will be appointed as the sole managing member of Holdings pursuant to the operating agreement of Holdings. Because we will manage and operate the business and control the strategic decisions and day-to-day operations of Holdings and will also have a substantial financial interest in Holdings, we will consolidate the financial results of Holdings, and a portion of our net income (loss) will be allocated to the non-controlling interest to reflect the entitlement of RHI and of Dan Gilbert to a portion of Holdings' net income (loss). In addition, because the Combined Businesses will be under the common control of RHI before and after the reorganization transactions, we will account for the reorganization transactions as a reorganization of entities under common control and will initially measure the interests of RHI in the Table of Contents assets and liabilities of Holdings at their carrying amounts as of the date of the completion of the reorganization transactions. Upon the completion of this offering and the application of the net proceeds from this offering, assuming no exercise of the underwriters' option to purchase additional shares (based on an assumed initial public offering price of $21.00 per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus)), we will hold approximately 8% of the outstanding Holdings Units, RHI will hold approximately 92% of the outstanding Holdings Units and approximately 79% of the combined voting power of our outstanding common stock, Dan Gilbert will hold approximately 0.05% of the outstanding Holdings Units and approximately 1% of the combined voting power of our outstanding common stock, the Gilbert Affiliates will hold approximately 0.04% of the combined voting power of our common stock, and the investors in this offering will hold approximately 20% of the combined voting power of our outstanding common stock. See "Organizational Structure," "Certain Relationships and Related Party Transactions" and "Description of Capital Stock" for more information on the rights associated with our capital stock and the Holdings Units. The purchase of Holdings Units (along with corresponding shares of our Class D common stock) from RHI using the net proceeds from this offering, future exchanges by RHI or Dan Gilbert (or its transferees or other assignees) of Holdings Units and corresponding shares of Class D common stock or Class C common stock for shares of our Class B common stock or Class A common stock, and future purchases of Holdings Units (along with the corresponding shares of our Class D common stock or Class C common stock) from RHI or Dan Gilbert (or its transferees or other assignees) are expected to produce favorable tax attributes for us. These tax attributes would not be available to us in the absence of those transactions. In connection with the reorganization transactions, we will enter into a tax receivable agreement with RHI and Dan Gilbert that will obligate us to make payments to RHI and Dan Gilbert generally equal to 90% of the applicable cash savings that we actually realize as a result of these tax attributes and tax attributes resulting from payments made under the tax receivable agreement. We will retain the benefit of the remaining 10% of these tax savings. There is a possibility that under certain circumstances not all of the 90% of the applicable cash savings will be paid to the selling or exchanging holder of Holdings Units at the time described above. If we determine that such circumstances apply and all or a portion of such applicable tax savings is in doubt, we will pay to the holders of such Holdings Units the amount attributable to the portion of the applicable tax savings that we determine is not in doubt and pay the remainder at such time as we reasonably determine the actual tax savings or that the amount is no longer in doubt. See "Organizational Structure Holding Company Structure and Tax Receivable Agreement" and "Certain Relationships and Related Party Transactions Tax Receivable Agreement."
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ROOT_root-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ROOT_root-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..404b8b0e887192c72e75838901b024051e600e65
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ROOT_root-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, all references in this prospectus to we, us, our, our company and Root refer to Root, Inc., and, where appropriate, our consolidated subsidiaries. Unless otherwise indicated, references to our common stock include our Class A common stock and Class B common stock. References to the selling stockholders refer to the selling stockholders named in this prospectus. ROOT, INC. Overview Root is a technology company revolutionizing personal insurance with a pricing model based upon fairness and a modern customer experience. We have built a company that recognizes each individual is unique and puts customers in control, rewarding them for their actions. For centuries, traditional insurance companies have grouped people into risk pools and long relied on the law of large numbers to produce acceptable pricing on an aggregate basis. Fairness at the individual level has been largely ignored. Root is different we use technology to measure risk based on individual performance, prioritizing fairness to the customer. The way we design and deliver insurance is not a simple tweak to the traditional insurance model we are fundamentally reinventing insurance through technology, data science and a maniacal focus on the customer. While our opportunity is expansive and our ambition is global, our story begins with U.S. auto insurance. We believe the $266 billion U.S. auto insurance market is ripe for disruption. Traditional methods of pooled risk assessment are not personalized and are inherently less precise given individual behavioral data is underutilized or not measured as a component of the insurance risk assessment process. Systems and processes are typically old and we believe they are disconnected from the needs of consumers. Insurance agents are the primary form of distribution for traditional insurance and generally require expensive selling commissions, which increases the overall cost to the consumer. Our initial focus on auto insurance was motivated by how well-suited we believe the product to be for fundamental improvement through technology. We believe Root is the innovator to drive this transformation. Auto insurance is required for the vast majority of drivers in the United States and we believe it is typically the first insurance policy purchased by consumers. As a result, our auto-first strategy establishes the foundation for an expansive lifetime relationship with the opportunity to add other personal insurance lines as customer needs evolve. Our strategy has also established the technological foundation for an enterprise software offering, diversifying our revenue streams over time. The Root advantage is derived from our unique ability to segment individual risk based on complex behavioral data, a customer experience built for ease of use and a product offering made possible with our full-stack insurance structure Behavioral Data and Proprietary Telematics. Our reinvention of auto insurance is made possible by the transparent collection and analysis of driving performance, which we believe is the most powerful predictor of accidents and the leading variable in our underwriting model. By collecting and synthesizing massive amounts of rich, sensory behavioral data across thousands of driving variables, including distracted driving, we strive to price based more on causality than correlation. This allows us to price our customers policies more fairly and in turn they pay premiums commensurate with their individual risk profile. While the notion of telematics has been around for decades, only recently has mobile technology made the concept adoptable at large scale. The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated October 27th, 2020 PRELIMINARY PROSPECTUS 24,581,515 Shares Class A Common Stock This is an initial public offering of shares of Class A common stock of Root, Inc. We are selling 22,000,000 shares of our Class A common stock. The selling stockholders identified in this prospectus are offering an additional 2,581,515 shares of our Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price will be between $22.00 and $25.00 per share. We have applied to list our Class A common stock on the Nasdaq Stock Market under the symbol ROOT . Following this offering, we will have two classes of common stock Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to ten votes and is convertible at any time into one share of Class A common stock. All shares of our capital stock outstanding immediately prior to this offering, including all shares held by our executive officers, directors and their respective affiliates, and all shares issuable on the conversion of our outstanding preferred stock, will be reclassified into shares of our Class B common stock immediately prior to the completion of this offering. The holders of our outstanding Class B common stock will hold approximately 97.0% of the voting power of our outstanding capital stock immediately following this offering. We are an emerging growth company as defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See the section titled Risk Factors beginning on page 23 to read about factors you should consider before buying our Class A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per ShareTotal Initial public offering price$$ Underwriting discount(1) $$ Proceeds, before expenses, to us$$ Proceeds, before expenses, to the selling stockholders$$ __________________ (1)See the section titled Underwriting for additional information regarding compensation payable to the underwriters. At our request, the underwriters have reserved for sale, at the initial public offering price, up to 1.1 million shares offered by this prospectus for sale to certain of our officers, employees and related persons through a directed share program. See the section titled Underwriting Directed Share Program. To the extent that the underwriters sell more than 24,581,515 shares of Class A common stock, the underwriters have the option to purchase up to an additional 3,687,227 shares of Class A common stock from us at the initial public offering price less the underwriting discount. Funds affiliated with Dragoneer Investment Group, LLC and Silver Lake Technology Management, L.L.C. have each agreed to purchase $250.0 million shares of our Class A common stock, for an aggregate of up to $500.0 million, in private placements, in each case at a price per share equal to the initial public offering price. The sale of Class A common stock in the private placements will be contingent upon, and would close immediately subsequent to, the closing of this offering. The underwriters expect to deliver the shares against payment in New York, New York on , 2020. Goldman Sachs Co. LLCMorgan StanleyBarclaysWells Fargo Securities Deutsche Bank SecuritiesTruist SecuritiesCitigroupCredit SuisseEvercore ISIUBS Investment Bank CantorJMP SecuritiesSiebert Williams ShankHuntington Capital Markets Prospectus dated , 2020 Table of Contents Today, we believe we are the only property and casualty, or P C, insurance carrier with a scaled proprietary telematics solution designed to price an entire book of business. We believe we have the largest proprietary data set of miles driven, driving behavior and associated claims experience in the market. This data advantage, matching driving performance to actual claims, provides proprietary insight around accident causality, which enables us to uniquely segment risk, make smarter pricing decisions and grow our business rapidly and deliberately. Root Customer Experience. Our mobile-first customer experience is designed to make insurance simple. Our customers can on-board through their mobile phone in as little as 47 seconds, without touching their keyboard. Customers start by simply scanning their license in our app, answering a few questions and taking their phone with them while they drive for two to four weeks, or the test drive with no additional hardware or dongle required. Our customers can manage policy adjustments digitally, including through intelligent chat functions. In the event of an accident, claims can be adjudicated digitally, with many repairable claims resolved and paid within 24 hours. Full-Stack Insurance Structure. We are a full-stack insurance carrier which affords us complete autonomy with regards to the capabilities and features differentiating our product as well as our pace of innovation. We own and control nearly every aspect of policy design, origination, underwriting, claims and back-end processing, which enables us to iterate constantly and move quickly devoid of major third-party dependencies and inefficiencies. Additionally, we have the flexibility to adjust our use of reinsurance in response to market conditions, optimizing to a capital-light business model. We are licensed in 36 states, of which we are currently active in 30 states, and our goal is to be licensed in all 50 states by early 2021. Our core data capabilities underpin a business model characterized by an incredibly powerful and accelerating flywheel. The data we collect feeds proprietary risk scoring models that assist us in identifying what we believe to be the riskiest 10 - 15% of drivers on the road, a group we have elected not to quote thus avoiding a risk segment that is up to two times more likely to get in an accident than our average targeted customer. Instead, we strive to quote the remaining population fairly, often at a lower price than competitors, and build a more attractive book of business that then contributes even more data to our flywheel. Meanwhile we believe that traditional auto insurance companies who continue to use pooled-risk underwriting without broad implementation of telematics will be less competitive for lower-risk drivers allowing us to continue acquiring and converting this customer segment and winning market share, while leaving higher-risk drivers with competitors. Growth is the key to unlocking the power of our total addressable opportunity. We believe the first player to reach scale with innovative data and machine-learning technology will have a profound risk segmentation and cost advantage, disproportionately taking market share. Competitors would face significant challenges to injecting an approach similar to ours into a traditional insurance model, absent a ground-up technology rebuild and years of data collection. This is the essence of the structural moat that we believe has enabled us to become a leader in this race for data-driven scale in the insurance industry. We also have a distribution advantage as customer preferences continue migrating to direct channels, in particular mobile, where we acquire over 75% of our customers. We execute a combination of targeted digital marketing with companies such as Facebook and Google and an incredibly efficient, API- enabled partnership channel with deep integrations into captive audiences. Within digital marketing we use data science models to dynamically bid on the basis of expected lifetime value. Over time we believe the ongoing data we accumulate through growth will fuel a pricing advantage for target customers, driving improved conversion and a cost of acquisition advantage in all channels. Our model is different from that of a traditional insurance company. We are high growth with a tangible distribution and cost-to-serve advantage. Our claims management expenses, as represented by our loss adjustment expense, or LAE, are in line with peers within only two years of bringing claims management in-house and we have room to improve as we further embed machine learning into our processes. We are realizing operating efficiencies as we scale against our fixed expense base. Our customer relationships are extending as retention grows and the cross-sell of homeowners and renters insurance accelerates. Finally, we have a capital-light capital management strategy Table of Contents that prioritizes growth, sources efficient capital to support customer acquisition costs and utilizes risk mitigation tools to reduce exposure to tail events. Over time we expect that our book of business will naturally mature as renewal premiums outweigh new premiums, driving profitability. Renewal premiums are characterized by lower loss ratios, and our accident period renewal loss ratio was significantly lower than our new business accident year loss ratio for the trailing 12-month period ended June 30, 2020. As our renewal premium base expands from 47% as of June 30, 2020 to align over time with an industry average of approximately 80%, we expect our direct loss ratios will fall sharply as will our marketing costs as a percent of total premium. _______________ (1)Direct accident period loss ratio represents all losses and claims expected to arise from insured events that occurred during the period, regardless of when they are reported and finally settled. We also monitor our direct loss ratio. Changes to our loss reserves are the primary driver of the difference between our direct accident period loss ratio and direct loss ratio. For additional information regarding direct loss ratio, see the section titled Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Performance Indicators. Our direct written premiums, or DWP, grew from $106.4 million in 2018 to $451.1 million in 2019. For the six months ended June 30, 2020, our DWP was $306.5 million. Our revenue was $43.3 million and $290.2 million in 2018 and 2019, respectively, and our net losses were $69.1 million and $282.4 million, respectively. For the six months ended June 30, 2020, our revenue was $245.4 million and our net loss was $144.5 million. See the section titled Management's Discussion and Analysis of Financial Condition and Results of Operations Components of Our Results of Operations . Our Industry Insurance is one of the oldest and largest markets in the world, touching every corner of the world and protecting our most important assets. Global P C insurance premiums amount to $2 trillion annually. Our primary addressable market today is U.S. personal lines insurance. This market exceeded $370 billion in 2019 premiums and has grown at a 5% compound annual growth rate, or CAGR, since 2014. Over the past century, there have been only a few waves of innovative disruption within insurance. Perhaps the most disruptive was the advent of the internet as a distribution channel in the late 1990s which redefined the personal auto insurance market. We believe the rise of digital distribution is the primary driver of the $50 billion market share shift that has accrued to direct models over the last 20 years. We believe the next technology-driven structural shift is underway and this time the shift is not just distribution-related but a holistic change in the way insurance is priced and delivered. The way insurance is priced. The opportunity to price customer protection based on individual behavior rather than demographics has been advanced by mobile engagement and advanced data science, including machine learning. We strongly believe that in the future the vast majority of drivers on the road will have an insurance policy priced with telematics, with market leaders defined by their ability to translate data into Table of Contents actionable insights around underwriting and pricing. In this regard, we believe the market is on the verge of a tipping point for which industry incumbents are generally unprepared. The way insurance is delivered. Over the last decade billions of dollars have been spent by venture capitalists and incumbents alike on insurance innovation and technology, yet the insurance experience is essentially the same. The products offered by traditional insurers have not changed much. The majority of premiums remain distributed through agents with extensive forms and in-person interviews and not through digital or mobile channels. Almost every claim is labor intensive. We believe innovation has been slow within the P C insurance industry, in part, because legacy systems are difficult to build upon and nearly impossible to replace. Also impacting the pace of innovation is institutional friction, generated by, the cost and perceived risk of a requisite ground-up technology rebuild, disruption of carrier-agent relationships and the business model implications of replacing broad pool-based pricing. Our proprietary technology and business model allow us to avoid these pain points and aggressively pursue the opportunity to be at the forefront of this structural shift. Why We Will Win We believe we are best positioned to gain disproportionate market share during this disruptive evolution of the insurance industry based on the following We are mobile first, today. Our ability to drive fair, behavioral pricing depends on mobile. Mobile affords us seamless engagement and transparent data exchange. We do not believe a scaled behavioral-based pricing model is possible without broad mobile engagement. Our customer value proposition is clear. Relating to the customer segments we target, we lead our competition in what we believe are the two most important factors in selecting an insurance provider price and experience. We benefit from a powerful flywheel. Our data and technology-driven value proposition attracts more customers, producing more data and completing a flywheel that only strengthens our competitive advantages as it turns. Our technology gives us a head start. Individualized, behavior-based pricing is not easy. However, we have what we believe is the largest set of miles tracked with proprietary telematics and associated claims, providing what we believe to be a four-year head start and a critical first mover advantage. These four ingredients mobile engagement, a clear value proposition, a powerful flywheel and differentiated technology underlie what we believe is a massive competitive advantage and a barrier to entry that is insurmountable without an investment of time, resources and expertise akin to what we have invested since our founding. The industry shift towards individual performance-based pricing has begun and we do not expect it will reverse course. According to Willis Towers Watson, 93% of Millennials are willing to share their driving data, citing the ability to control their premiums as among the most important factors we are prepared to serve them. Our Behavioral Data and Proprietary Telematics Our data represents one of our most prominent competitive advantages because we can uniquely segment risk. Our technology platform collects vast amounts of data from disparate sources, including telematics and claims, and aggregates this data into an integrated set from which we derive proprietary insights about our customers driving performance, most importantly around the driving behavior that causes claims. By using telematics, we put our customer in control of their premiums from the start. Why Telematics Matters Our telematics process begins with data collection, which is then synthesized into a proprietary usage-based insurance, or UBI, score, an underwriting variable that we believe is the most powerful among the variables Table of Contents currently used across the industry. A UBI score consists of an ensemble of modeled variables that are influential in determining both underwriting eligibility and pricing. While there are competing companies that collect data, synthesize behavioral scores, and price risk, we believe we are the only company performing all three functions. This is particularly important as the entire process benefits from fast-paced structural iterations, such as enhancing data collection mechanisms immediately upon observing a statistical trend. Telematics is the Root of our Data Advantage Telematics is the foundation of our data advantage and risk segmentation capabilities for the following reasons Massive data set. The Root app analyzes thousands of driving variables and is capable of collecting many data points per second through the driver s mobile device. We have collected data from over 10 billion miles and hundreds of thousands of claims. Predictive power. We believe driving behavior is the most powerful predictor of losses, and we measure this through telematics. Over time we hope to remove all correlation variables from our pricing model in favor of a purely behavior-based approach, beginning with our initiative announced in August 2020 to remove credit scores from underwriting. Foundation of our flywheel. Our behavioral data allows us to further refine prices, typically offering our targeted customers quotes below those offered by our competitors, which drives conversion, drawing more customers and providing more data to our platform. Manage loss ratios. Effectively harnessed, telematics-based pricing models are far more accurate than models built on traditional, demographic-based underwriting variables, enabling us to segment risk and deliver lower loss ratios which we can share with our customers in the form of better prices. Integrating Telematics with Claims The hallmark of our data advantage is our integrated set of actual claims and associated proprietary telematics, which we believe to be the largest in the market. We match miles tracked, on an individual basis, with actual claims and identify a set of driving performance factors that cause, or on a relative basis are more likely to cause, accidents. For example, hard braking very often flags a near miss, an accident that almost happened. We have observed over time that drivers who report claims have typically applied hard braking at a greater frequency than drivers with a limited or no claims history. This integrated data set drives a UBI score that is almost ten times more predictive than a leading third-party provider, according to Milliman, Inc., or Milliman, an independent third-party actuarial and consulting firm. How our Capabilities Have Evolved We launched our insurance in 2016 with UBI scoring performed by a regulator-approved third-party telematics provider while we simultaneously built our own proprietary telematics solution. The third-party base case of predictive power underperformed our expectations but provided a reference point from which we measure our own scoring solution that now extends to the third generation of our UBI score, Root UBI 3.14. Each generation has represented a step change in predictive accuracy Root UBI 1.0. Built in 2016 and leveraging 100,000 trips and over 2 million miles, but without explicit claims integration. With GPS-only input data, Root UBI 1.0 had four times the predictive power than did our original third-party solution Root UBI 2.0. Built in 2018 and leveraging 50 million trips, 700 million miles and 3,000 claims. This capability improved upon motion input, such as hard braking, by leveraging accelerometers and gyroscopes. TABLE OF CONTENTS Prospectus Page Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/RPAY_repay_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/RPAY_repay_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3ca788e40159268a308ddb2e8259571f383d9eb3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/RPAY_repay_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus and does not contain all of the information that you should consider before deciding to invest in our Class A common stock. You should read the entire prospectus carefully, including the Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations of Repay and our consolidated financial statements and the related notes included in this prospectus, before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. See Cautionary Note Regarding Forward-Looking Statements. Unless otherwise noted or unless the context otherwise requires, the terms we , us , Repay and the Company and similar references refer (1) before the Business Combination, to Hawk Parent and its consolidated subsidiaries and (2) from and after the Business Combination, to Repay Holdings Corporation and its consolidated subsidiaries. Unless otherwise noted or unless the context otherwise requires, Thunder Bridge refers to Thunder Bridge Acquisition, Ltd. prior to the consummation of the Business Combination. THE COMPANY Organizational Structure and Corporate Information Repay Holdings Corporation was incorporated as a Delaware corporation on July 11, 2019 in connection with the Closing of the Business Combination, pursuant to which Thunder Bridge, a special purpose acquisition company organized under the laws of the Cayman Islands, (a) domesticated into a Delaware corporation and changed its name to Repay Holdings Corporation and (b) consummated the merger of a wholly owned subsidiary with and into Hawk Parent. We are headquartered in Atlanta, Georgia. Our legacy business was founded as M & A Ventures, LLC, a Georgia limited liability company doing business as REPAY: Realtime Electronic Payments ( REPAY LLC ), in 2006 by current executives John Morris and Shaler Alias. Hawk Parent was formed in 2016 in connection with the acquisition of a majority interest in the successor entity of REPAY LLC and its subsidiaries (the 2016 Recapitalization ) by certain investment funds sponsored by, or affiliated with, Corsair. Business Overview We are a leading payments technology company. We provide integrated payment processing solutions to industry-oriented vertical markets in which businesses have specific and bespoke transaction processing needs. We refer to these markets as vertical markets or verticals. We are a payments innovator, differentiated by our proprietary, integrated payment technology platform and our ability to reduce the complexity of electronic payments for businesses. We intend to continue to strategically target verticals where we believe our ability to tailor payment solutions to our customers needs and the embedded nature of our integrated payment solutions will drive strong growth by attracting new customers and fostering long-term customer relationships. We processed approximately $3.8 billion of total card payment volume in the three months ended March 31, 2020 and approximately $10.7 billion of total card payment volume in the year ended December 31, 2019. Our quarter-over-quarter card payment volume growth for the first quarter of 2020 over the first quarter of 2019 was approximately 58%, and our year-over-year card payment volume growth was approximately 44% in 2019 and 42% in 2018. As of March 31, 2020, we had approximately 14,600 customers. Our top 10 customers, with an average tenure of approximately four years, contributed to approximately 23% and 34% of total gross profit during the three months ended March 31, 2020 and 2019, respectively, and approximately 28% and 33% of total gross profit during the year ended December 31, 2019 and the year ended December 31, 2018, respectively. Our leading competitive position and differentiated solutions have enabled us to realize unique advantages in fast-growing and strategically important segments of the payments market. We provide payment processing Table of Contents solutions to customers primarily operating in the personal loans, automotive loans, receivables management, business-to-business and healthcare verticals. Our payment processing solutions enable consumers and businesses in these verticals to make payments using electronic payment methods, rather than cash or check, which have historically been the primary methods of payment in these verticals. We believe that a growing number of consumers and businesses prefer the convenience and efficiency of paying with cards and other electronic methods and that we are poised to benefit as these verticals continue to shift from cash and check to electronic payments. The personal loans vertical is predominately characterized by installment loans, which are typically utilized by consumers to finance everyday expenses. The automotive loans vertical predominantly includes subprime automotive loans, automotive title loans and automotive buy-here-pay-here loans and also includes near-prime and prime automotive loans. Our receivables management vertical relates to consumer loan collections, which typically enter the receivables management process due to delinquency on credit card bills or as a result of major life events, such as job loss or major medical issues. The business-to-business vertical relates to transactions occurring between a wide variety of enterprise customers, many of which operate in the manufacturing, wholesale, and distribution industries. The healthcare vertical includes payments from insurance companies and third-party health plan administrators to healthcare providers. Our go-to-market strategy combines direct sales with integrations with key software providers in our target verticals. The integration of our technology with key software providers in the verticals that we serve, including loan management systems, dealer management systems, collection management systems, and enterprise resource planning software systems, allows us to embed our omni-channel payment processing technology into our customers critical workflow software and ensure seamless operation of our solutions within our customers enterprise management systems. We refer to these software providers as our software integration partners. These integrations allow our sales force to readily access new customer opportunities or respond to inbound leads because, in many cases, a business will prefer, or in some cases only consider, a payments provider that has already integrated or is able to integrate its solutions with the business primary enterprise management system. We have successfully integrated our technology solutions with numerous, widely used enterprise management systems in the verticals that we serve, which makes our platform a more compelling choice for the businesses that use them. Moreover, our relationships with our partners help us to develop deep industry knowledge regarding trends in customer needs. Our integrated model fosters long-term relationships with our customers, which supports our volume retention rates that we believe are above industry averages. As of March 31, 2020, we maintained approximately 76 integrations with various software providers. Strategic acquisitions are another important part of our long-term strategy. Our acquisitions have enabled us to further penetrate existing vertical markets, access new strategic vertical markets, broaden our technology and solutions suite, and expand our customer base. We continue to focus on identifying strategic acquisition candidates in an effort to drive accretive growth. Our growth strategy is to continue to build our company through a disciplined combination of organic and acquisitive growth. Growth Strategies We intend to drive future growth in the following ways: Increase Penetration in Existing Verticals We expect to grow meaningfully by continuing to provide innovative payment solutions and customer support to our existing customers as well as new customers in the verticals that we currently serve. In addition, our business model allows us to benefit from the growth of our customers and software integration partners. As our customers payment volumes and transactions increase, our revenues increase as a result of the fees we charge for processing these payments. Many of the vertical markets in which we compete are experiencing a secular shift from legacy payment mediums primarily cash and check to electronic forms of payment. We expect to benefit from this trend as our customers increasingly opt to process payments via the electronic forms of payment in which we specialize. Table of Contents New Vertical and Geographic Expansion We also expect that we will find attractive growth potential in certain verticals in which we currently have limited operations or do not operate. Though we offer highly customized payment solutions to our customers, our core technology platform is comprehensive and can be utilized across other strategic vertical markets. Several verticals, including but not limited to, healthcare, credit unions, and niche business-to-business, are natural extensions of our existing verticals and are well suited to benefit from our core technology offerings. Additionally, we envision growing our geographic footprint, as new territories continue to present new business opportunities. For example, we are focused on expanding our Canadian operations, as the demand for our solutions among existing and prospective Canadian customers remains strong. Strengthen and Extend Our Solution Portfolio through Continued Innovation. As we further integrate our solution into our client s workflow, we will look to continue to innovate on our solution set and broaden our suite of services. Our acquisition of TriSource and our continued investment in our technology capabilities position us to provide value-added services that will address the evolving needs of our clients as they seek to best serve their customers. The ability to serve clients across verticals and to integrate across various software platforms enables us to understand the needs of clients across verticals and to scale our innovative solutions to a broad segment of the market. Continue to Drive Operational Efficiencies As we continue to grow, we expect to become a more significant partner to our sponsor banks, third party processors and software integration partners, which we expect will give us greater leverage as we expand our contractual relationships with them. We plan to continue to drive operating leverage in our non-technology personnel expenditures, as we believe that we can process larger payment volumes without significant increases to our personnel and operating expenses. Strategic Acquisitions From January 1, 2016 through March 31, 2020, we have successfully acquired six businesses. Given the large size and attractive growth trends of our current addressable market, we are primarily focused on growing our business organically. However, we may selectively pursue strategic acquisitions as opportunities arise that meet our internal requirements for the use of capital and return on investment. Some of these opportunities may include those that enable us to acquire new capabilities that may be harder to develop in-house, gain entrance into new segments of the market, enter new markets, or consolidate our existing market. Solutions We provide our customers with comprehensive solutions relating to the following methods of electronic payment: Credit and Debit Processing Allows our customers to send and accept card payments, including virtual credit card payments. These payments can be made using any of our payment channels, as further described below. Automated Clearing House ( ACH ) Processing Our ACH processing capabilities allow our customers to send and accept traditional and same-day ACH transactions. Instant Funding Our instant funding capabilities allow our customers to transfer funds directly to a consumer s debit or prepaid card. We have created a proprietary process that decreases processing delays typically associated with traditional fund disbursements. The above payment and funding methods are processed through our proprietary payment channels: Web-based Table of Contents Virtual Terminal A terminal that provides virtual payment access for processing of ACH or card transactions. Hosted Payment Page A customer-branded terminal that enables ACH and card transaction processing. Online Customer Portal A consumer-facing, merchant-specific website that gives a merchant s customer the ability to pay online and view account information anywhere, anytime. A Repay hosted website may be stand alone or integrated with any other software application. Mobile Application We provide customers the ability to accept payments via a mobile application on a customized, white-label basis. Text-to-Pay Allows a business customer to pay with a simple text message after receiving an SMS alert that reminds such customer when payments are due. Interactive Voice Response A secure and flexible option to pay over the phone, 24 hours a day, 7 days a week, via a 1-800 number with bilingual capabilities. Point of Sale ( POS ) We provide payment acceptance at brick-and-mortar locations through POS equipment that requires a merchant s customer to provide a card. Sales and Distribution Our sales effort consists of two strategies: first, our direct sales representatives, who focus on each of our core verticals, and second, through our software integration partners, which primarily focus on prospective customers within their targeted verticals whose businesses could be best served by their enterprise software solutions. Direct Sales Representatives Our sales representatives are organized by vertical market and account size. Direct sales representatives work with our customers and software integration partners to understand our customers desired payment solutions and then communicate those desires to our product and technology teams, who build a customized suite of products and payment channels tailored to our customers specific needs. Software Integration Partners We are currently integrated with approximately 76 software partners that are providers of our customers enterprise management systems. Our integrations ensure seamless delivery of our full suite of payment processing capabilities to our customers. These integrations are also a critical part of our marketing strategy, as many customers will prefer to award their payments business to payments processors who have worked to integrate their solutions into the customer s enterprise management systems. Operations We believe that we have developed an effective operations system, including our proprietary onboarding, compliance and merchant oversight processes, which is structured to enhance the performance of our platform and support our customers. Customer and Transaction Risk Management We target customers that we identify as low-risk and we have developed underwriting policies and transaction management procedures to manage approval of new accounts and to establish ongoing monitoring of customer accounts. Effective risk management aids us in minimizing merchant losses relating to chargebacks, rejecting losses and avoiding merchant fraud for the mutual benefit of our customers, our sponsor banks and ourselves. Table of Contents Proprietary Compliance Management System. We have developed proprietary onboarding, compliance, and merchant oversight processes, of which our Compliance Management System ( CMS ) is a part. Our CMS, developed in conjunction with the Third Party Payment Processors Association ( TPPPA ), is based on four main components board and management oversight, a compliance program with written policies and procedures and employee training and monitoring, responsiveness to consumer complaints and annual compliance audits from an independent third party and is inclusive of the Electronic Transaction Association ( ETA ) guidelines on underwriting and risk. Customer Onboarding. We believe we maintain rigorous underwriting standards. Prospective customers submit applications to our credit underwriting department, which performs verification and credit-related checks on all applicants. Each customer is assigned a risk profile based on sponsor bank requirements, as well as additional criteria specified by us. Our sponsor banks periodically review and approve of our underwriting policies to ensure compliance with applicable law, regulations and payment network rules. Upon approval, the ongoing risk level of a customer is monitored and adjusted on a monthly basis based on additional data relating to such customer. Customer Monitoring. Each customer s file is assigned one of three risk levels (low, medium or high) corresponding to several customer behaviors. We review and adjust these risk levels on a monthly basis and additionally subject them to more in-depth quarterly reviews. We also engage third parties and rely on internal reporting to identify and monitor credit/fraud risk. We generate customer-specific reports that compile daily and historical transactions, which may include average ticket, transaction volume, refund and chargeback levels and authorization history, which we utilize in order to identify suspicious processing activity. We review these reports on a daily basis and suspend any irregular processing activity, which is subject to review, remediation and, as appropriate, suspension of either an individual or batch of transactions or a particular customer, as applicable. Investigation and Loss Prevention. If a customer exceeds the parameters established by our underwriting and/or risk management team or we determine that a customer has violated the payment network rules or the terms of its service agreement with us, one of our team members will identify and document the incident. We then review the incident to determine the actions taken or that we can take to reduce our exposure to loss and the exposure of our customer to liability. As a part of this process, we may request additional transaction information, withhold or divert funds, verify delivery of merchandise or, in some circumstances, deactivate the customer account, include the customer on the Network Match List to notify our industry of the customer s behavior or take legal action against the customer. Collateral. We require some of our customers to establish cash or non-cash collateral reserves, which may include certificates of deposit, letters of credit, rolling merchant reserves or upfront cash. This collateral is utilized in order to offset potential credit or fraud risk liability that we may incur. We attempt to hold such collateral reserves for as long as we are exposed to a loss resulting from a customer s payment processing activity. Chargebacks. The payment networks permit the reversal of a money transfer, a chargeback, up to six months (or in rare cases, a longer time frame) after the later of the date the transaction is processed or the delivery of the product or service to the cardholder. If the customer incurring the chargeback is unable to fund the refund to the card-issuing bank, we are required to do so by the rules of the payment networks and our contractual arrangements with our sponsor banks. During the three months ended March 31, 2020 and the year ended December 31, 2019, we believe our chargeback rate was under 1% of our payment volume. Security, Disaster Recovery, and Back-up Systems We adhere to strict security standards to protect the payment information that we process. We regularly update our network and provide operating system security releases and virus defenses. We have retained an Table of Contents external party to audit our systems compliance with current security standards as established by the Payment Card Industry Data Security Standards ( PCI DSS ), Service Organization Control ( SOC ), and Health Insurance Portability and Accountability Act ( HIPAA ) and to test our systems against vulnerability to unauthorized access. Further, we use one of the most advanced commercially available technologies to encrypt the cardholder numbers and customer data that we store in our databases. Additionally, we have a dedicated team responsible for security incident response, which team develops, maintains, tests and verifies our incident response plan. Disaster recovery is built into our infrastructure through redundant hardware and software applications hosted in two distinct cloud regions. Our primary cloud region is set up to be replicated, substantially on a real time basis, by our secondary cloud region such that if our primary cloud region becomes impaired or unavailable, operations are redirected to the secondary cloud region. Our incident response team tests these systems each quarter to assess the effectiveness of our disaster recovery plan, including staff readiness and operational capability. Third Party Processors and Sponsor Banks We partner with institutions in the payment chain to provide authorization, settlement and funding services in connection with our customers transactions. These institutions include third party processors and sponsor banks, who sit between us, acting as the merchant acquirer, and the payment networks, such as Visa, MasterCard and Discover. When we facilitate a transaction as a merchant acquirer, we utilize third party processors such as Total Systems Services, Inc. (a subsidiary of Global Payments, Inc.), Worldpay, Inc. (a subsidiary of Fidelity National Information Services, Inc.), and Fiserv Inc. Under such processing arrangements, the third-party processors and vendors receive processing fees based on a percentage of the payment volume they process. These processors and vendors in turn have agreements with the payment networks, which permit them to route transaction information through their networks in exchange for fees. In addition, in order for us to process and settle transactions for our customers, we have entered into sponsorship agreements with banks that are members of the payment networks. We are required to register with the payment networks through these bank partners because we, as payment processors, are not member banks as defined by the major payment networks. Our member bank partners sponsor our adherence to the rules and standards of the payment networks and enable us to route transactions under the sponsor banks control and identification numbers (for example, known as BIN for Visa and ICA for MasterCard) across the card and ACH networks to authorize and clear transactions. Our relationships with multiple sponsor banks give us the flexibility to shift payment volumes between them, which helps us to secure more competitive pricing for our customers and to maintain redundancy. Competition We compete with a variety of payment processing companies that have different business models, go-to-market strategies and technical capabilities. We compete with a large number of small payments processing companies that provide integrated payments solutions and/or related hardware to customers within our existing verticals. More broadly in the overall payments industry, our payment and software solutions compete against many forms of financial services and payment systems, including Open Edge (a division of Global Payments), ACI Worldwide, Inc., JetPay Corporation (a subsidiary of NCR Corporation), Electronic Payment Providers, Inc. (d.b.a. BillingTree), Paya, Inc., Paymentus Corporation and Zelis. We also compete against many traditional merchant acquirers, such as financial institutions, affiliates of financial institutions and payment processing companies in the payment processing industry, including Bank of America Merchant Services, Elavon, Inc. (a subsidiary of U.S. Bancorp), Wells Fargo Merchant Services, Global Payments, Inc., WorldPay, Inc. (a subsidiary of Fidelity National Information Services, Inc.) and Total Systems Services, Inc. (a subsidiary of Global Payments, Inc.). We believe the most significant competitive factors in the markets in which we compete are: (1) economics, including fees charged to merchants and commission payouts to software integration partners; (2) product offering, including emerging technologies and development by other participants in the payments ecosystem; (3) service, including product functionality, value-added solutions and strong Table of Contents customer support for both merchants and software integration partners; and (4) reliability, including a strong reputation for quality service and trusted software integration partners. Our competitors include large and well-established companies, including banks, credit card providers, technology and ecommerce companies and traditional retailers, many of which are larger than we are, have a dominant and secure position in the markets in which they operate or offer other products and services to consumers and customers which we do not offer. Moreover, we compete against all forms of payments, including credit cards, bank transfers, and traditional payment methods, such as cash and check. Acquisitions Our historical acquisition activity has allowed us to access new markets, acquire industry talent, broaden our product suite, and supplement organic growth. Our first three acquisitions of TBT, Inc., National Translink Corp. and Merchants Choice, Inc. and Falcon Payment Solutions, LLC were small portfolio acquisitions completed prior to 2016 that provided us with valuable merchant contract rights, industry talent and additions to our sales teams. These acquisitions are not representative of our current acquisition strategy, which focuses on integrated payments companies serving attractive vertical markets and opportunities to broaden our product offerings. Since 2016 through March 31, 2020, we have completed six larger acquisitions, which are described below. These acquisitions were of payment companies and are representative of the types of acquisitions we envision consummating in the future. Sigma Acquisition Effective as of January 1, 2016, we acquired substantially all of the assets of Sigma Payment Solutions, Inc. ( Sigma ). Sigma was an electronic payment solutions provider to the automotive finance industry. The transaction marked Repay s expansion into the automotive finance space. We have benefitted from Sigma s deep integrations with automotive finance software platforms, or Dealer Management Systems. PaidSuite Acquisition On September 28, 2017, we acquired substantially all of the assets of PaidSuite, Inc. and PaidMD, LLC (collectively, PaidSuite ). PaidSuite was an electronic payment solutions provider to the accounts receivable management industry. The transaction accelerated our growth into the accounts receivable management space via customer and software integration partner relationships. Paymaxx Acquisition On December 15, 2017, we acquired substantially all of the assets of Paymaxx Pro, LLC ( Paymaxx ). The acquisition of Paymaxx has been highly complementary to our earlier acquisition of Sigma and has bolstered our position in the niche automotive finance market. As part of the acquisition, we acquired increased distribution capabilities in the form of an internal sales force and numerous Dealer Management Systems ( DMS ) integrations. TriSource Acquisition On August 14, 2019, we acquired all of the equity interests of TriSource for $60.1 million in cash. In addition to the $60.1 million cash consideration, the TriSource selling equityholders may be entitled to a $5.0 million cash earnout payment, dependent on the achievement of certain growth targets. Since 2012, we have used TriSource as one of our primary third-party processors for settlement solutions when we facilitate transactions as a merchant acquirer. The acquisition of TriSource has provided further control over our transaction processing ecosystem and accelerated product delivery capabilities. APS Acquisition On October 14, 2019, we acquired substantially all of the assets of American Payment Services of Coeur D Alene, LLC, North American Payment Solutions LLC, and North American Payment Solutions Inc. (collectively, APS ) for $30.0 million in cash. In addition to the $30.0 million cash consideration, the APS Table of Contents selling equityholders may be entitled to a total of $30.0 million in three separate cash earnout payments, dependent on the achievement of certain growth targets. The acquisition of APS meaningfully expanded our addressable market by enabling us to access the business-to-business vertical. Ventanex Acquisition On February 10, 2020, we acquired all of the equity interests of Ventanex for $36.0 million in cash. In addition to the $36.0 million cash consideration, the Ventanex selling equity holders may be entitled to a total of $14.0 million in two separate cash earnout payments, dependent on the achievement of certain growth targets. Ventanex s focus on mortgage payments allowed us to expand our personal loan business. Further, the Ventanex acquisition accelerated our entry into the healthcare payments vertical. Recent Developments In December 2019, a novel strain of coronavirus ( COVID-19 ) was reported to have surfaced in Wuhan, China. In January 2020, this coronavirus spread to other countries, including the U.S., and efforts to contain the spread of this coronavirus intensified. In March 2020, the World Health Organization declared the COVID-19 virus outbreak a global pandemic. The outbreak and certain preventative or protective actions that governments, businesses and individuals have taken in respect of this coronavirus have resulted in global business disruptions, including for our customers and business partners. The severity and duration of these business disruptions remain largely unknown at this time and ultimately will depend on many factors, including the speed and effectiveness of containment efforts throughout the world. We are closely monitoring the impact of the COVID-19 pandemic. Our top priority is to ensure the health and safety of our employees, customers, partners and the communities in which we live and work. We have taken numerous actions to safeguard our employees. We activated a work-from-home policy for the vast majority of our employees prior to the various government-mandated shelter in place orders. For those limited number of employees whose tasks cannot be performed remotely, we have implemented health and safety precautionary measures in our offices. At this time, we are operating our business without any significant interruptions. Since the COVID-19 outbreak, we have observed increases in demand for some of our products and services that enable our customers to make or accept payments online or through similar contactless channels. Also, a substantial majority of the payments we facilitate are non-discretionary financial obligations that are recurring in nature. We have relatively few customers operating in industries impacted most severely by the COVID-19 pandemic, such as airlines, hospitality and retail. However, our overall payment volumes for future periods may be adversely impacted due to the reduction in economic activity resulting from the COVID-19 pandemic. We have implemented, and will continue to implement, actions to reduce expenses to mitigate the financial impact of the COVID-19 pandemic. We have also increased our risk monitoring protocols relating to chargeback exposures and similar potential losses arising from our merchant processing activities. We cannot determine at this time whether our business model and mitigation efforts will fully offset the effects of the economic repercussions resulting from the COVID-19 pandemic. We are unable at this time to predict the impact of COVID-19 on our business, results of operations and financial condition, and, depending on the magnitude and duration of the COVID-19 pandemic, such impact may be material. In addition, because COVID-19 did not begin to affect our financial results until late in the first quarter of 2020, its impact on our results in the first quarter of 2020 may not be not indicative of its impact on our results for the remainder of 2020. See Risk Factors The impact of the recent outbreak of COVID-19 and the measures implemented to mitigate the spread of the virus on our business, results of operations and financial condition will depend on future developments, which are highly uncertain and largely without precedent. Table of Contents Government Regulation We operate in an increasingly complex and ever evolving legal and regulatory environment. Our and our customers businesses are subject to a variety of federal, state and local laws and regulations, as well as the rules and standards of the payment networks that we utilize to provide our electronic payment services. While in some cases payment processors such as Repay are not directly regulated by governmental agencies, because of the rules and regulations enacted at the state and federal level that affect our customers and sponsor banks, we have developed and continually evaluate and update our compliance models to keep up with the rapid evolution of the legal and regulatory regime our customers and sponsor banks face. We are also subject to legal and regulatory requirements which govern the use, storage and distribution of the information we collect from our customers and cardholders while processing transactions. Intellectual Property Certain of our products and services are based on proprietary software and related payment systems solutions. We rely on a combination of copyright, trademark, and trade secret laws, as well as employee and third-party non-disclosure, confidentiality, and other contractual arrangements to establish, maintain, and enforce our intellectual property rights in our technology, including with respect to our proprietary rights related to our products and services. In addition, we license technology from third parties that is integrated into some of our solutions. We own a number of registered service marks, including REPAY and REPAY REALTIME ELECTRONIC PAYMENTS , and we have other pending applications. We also own a number of domain names, including www.repay.com. For additional information regarding some of the risks relating to our intellectual property see the section entitled Risk Factors Risks Related to Our Business We may not be able to successfully manage our intellectual property and may be subject to infringement claims. Employees As of March 31, 2020, we had 280 employees. None of our employees is represented by a labor union and we have experienced no work stoppages. We consider our employee relations to be good. Our Corporate Structure Our organizational structure is commonly referred to as an umbrella partnership-C (or Up-C) corporation structure. This organizational structure allows the Repay Unitholders to retain their equity ownership in Hawk Parent, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Post-Merger Repay Units. Those investors who, prior to the Business Combination, held Class A ordinary shares or Class B ordinary shares of Thunder Bridge, by contrast, hold their equity ownership in Repay, a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes. We believe that the Repay Unitholders will generally find it advantageous to continue to hold their equity interests in an entity that is not taxable as a corporation for U.S. federal income tax purposes. We do not believe that our Up-C organizational structure will give rise to any significant business or strategic benefit or detriment to us. See the section entitled Risk Factors Risks Related to the Business Combination and Risk Factors Risks Related to Our Class A Common Stock for additional information on our organizational structure, including the Tax Receivable Agreement. Pursuant to the Tax Receivable Agreement between the Company and the Repay Unitholders, the Company will pay to exchanging holders of Post-Merger Repay Units 100% of the tax savings that the Company realizes (a portion of which will be paid in turn to certain service providers on behalf of them in respect of certain transaction expenses) as a result of increases in tax basis in Repay s assets as a result of the exchange of the Post-Merger Repay Units for shares of Class A common stock pursuant to the Exchange Agreement and certain other tax attributes of Repay and tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. Table of Contents The following diagram indicates our simplified ownership structure immediately following this offering and the transactions related thereto (assuming that the underwriters option is not exercised): (1) Each share of Class V common stock provides such holder with a number of votes that is equal to the aggregate number of Post-Merger Repay Units held by such Repay Unitholder. Following the completion of this offering, the Repay Unitholders are expected to hold 34.5% of the voting power in Repay (assuming that the underwriters option is not exercised). (2) This percentage includes vested and unvested shares of restricted stock granted under our 2019 Equity Incentive Plan. Table of Contents Implications of Being an Emerging Growth Company We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of relief from some of the reporting requirements and other burdens that are otherwise applicable generally to public companies. These provisions include: being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced Management s Discussion and Analysis of Financial Condition and Results of Operations disclosure; not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting; not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional information about the audit and the financial statements; reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and not being required to hold a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an emerging growth company. We will remain an emerging growth company until the earlier to occur of (1) December 31, 2023, (2) the last day of the fiscal year in which we have total annual gross revenues of at least $1.07 billion, (3) the last day of the fiscal year in which we are deemed to be a large accelerated filer, under the rules of the SEC, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (4) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We may choose to take advantage of some but not all of these reduced burdens. For example, we have taken advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemption from the adoption of new or revised financial accounting standards until they would apply to private companies and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. To the extent that we take advantage of these reduced burdens, the information that we provide stockholders may be different than you might obtain from other public companies in which you hold equity interests. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period. Accordingly, when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard, unless early adoption is permitted by the standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Table of Contents Available Information Our principal executive offices are located at 3 West Paces Ferry Road, Suite 200, Atlanta, GA 30305. Our telephone number is (404) 504-7472. We maintain a website at www.repay.com, through which you may access our public filings free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part. Table of Contents SUMMARY OF THE OFFERING Class A common stock offered by us 8,000,000 shares Option to purchase additional shares of Class A common stock We have granted the underwriters an option to purchase up to an aggregate of 1,200,000 additional shares of Class A common stock. This option is exercisable, in whole or in part, for a period of 30 days following the date of this prospectus. Class A common stock to be outstanding immediately after this offering 48,401,264 shares (or 49,601,264 shares if the underwriters exercise their option in full). Post-Merger Repay Units to be outstanding immediately after the acquisition of Post-Merger Repay Units for cash in connection with the completion of this offering 25,505,623 Post-Merger Repay Units (or 24,305,623 Post-Merger Repay Units if the underwriters exercise their option to purchase additional shares of Class A common stock in full). Voting power of Class A common stock after giving effect to this offering 65.5% (or 67.1% if the underwriters option is exercised in full). Voting power of Class V common stock and Post-Merger Repay Units after giving effect to this offering 34.5% (or 32.9% if the underwriters option is exercised in full). Use of proceeds We estimate that after deducting underwriting discounts and commissions and estimated offering expenses payable by us, we will receive net proceeds of approximately $ million (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A Common stock). We intend to use the net proceeds from our issuance and sale of 4,000,000 shares of Class A common stock (approximately $ million) for general corporate purposes, which may include future acquisitions, satisfaction of earnout obligations from prior acquisitions and working capital. We intend to use the net proceeds from our issuance and sale of 4,000,000 shares of Class A common stock (approximately $ million), or 5,200,000 shares of Class A common stock (approximately $ million) if the underwriters exercise in full their option to purchase additional shares of Class A common stock, to acquire an equivalent number of outstanding Post-Merger Repay Units owned by CC Payment Holdings, L.L.C., an entity controlled by Corsair Capital LLC and its affiliates, for cash at a purchase price per Post-Merger Repay Unit equal to the purchase price per share of Class A common stock paid to us by the underwriters in connection with this offering. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/RPRX_royalty_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/RPRX_royalty_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/RPRX_royalty_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/RPTX_repare_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/RPTX_repare_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6a3bbcf1a7caa7e2da9038020957049fe25963a6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/RPTX_repare_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights, and is qualified in its entirety by, the more detailed information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. Before investing in our common shares, you should carefully read this entire prospectus, especially the sections titled
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/RXT_rackspace_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/RXT_rackspace_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/RXT_rackspace_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/SDGR_schrodinge_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/SDGR_schrodinge_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/SDGR_schrodinge_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/SEED_origin_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/SEED_origin_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6b36445749406c02132a21ea6a0b77a41e86bff0
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/SEED_origin_prospectus_summary.txt
@@ -0,0 +1,134 @@
+PROSPECTUS SUMMARY
+
+ 
+
+The following summary highlights selected
+information contained elsewhere in this prospectus. This summary does not contain all the information you should consider before
+investing in our ordinary shares. You should carefully read this prospectus in its entirety before investing in our ordinary shares,
+including the sections entitled Risk Factors and Management s Discussion and Analysis of Financial Condition
+and Results of Operations and our consolidated financial statements and related notes included elsewhere in this prospectus.
+
+ 
+
+Corporate Overview
+
+ 
+
+Origin was first incorporated in the British
+Virgin Islands on February 10, 2005, and is governed by the BVI Business Companies Act, 2004, or BCA.
+
+ 
+
+Until the recent past, our main strategic
+focus was on the corn seed distribution business and corn seed biotechnologies in China. In 2015, we announced our strategic transition
+from a traditional seed company to a biotechnology seed company. We have developed transgenic corn seed products including our
+first generation biotech product phytase traits, second generation biotech product glyphosate tolerance traits and our new technologies
+of stacked traits of Bt and glyphosate tolerance genes. In 2016, we completed the laboratory and field production trials for our
+first generation pest/weed trait.
+
+ 
+
+We announced our intention to expand our
+crop seed business globally in 2016. We received the first transgenic corn seed export permit from China s Government agencies,
+following required protocols. Our U.S. collaborator secured an importation permit for these seeds from the United States Department
+of Agriculture ( USDA ). In late 2016 corn seeds containing our lead trait event and a back-up were successfully planted
+in a USDA designated greenhouse. Subsequently, the new seeds produced in the greenhouse were tested in a collaborative trial in
+Iowa in the summer of 2017, and the results confirmed our field observations in China. Notwithstanding the positive results of
+the seeds, our ability to establish a market in the United States was determined be to very costly and difficult, therefore, the
+Company ended these United States efforts at the end of 2017 and closed its Iowa, United States office.
+
+ 
+
+In September 2016, we entered into a Master
+Transaction Agreement, along with our controlled companies Beijing Origin Seed Limited ( Beijing Origin ), Denong Zhengcheng
+Seed Limited ( Denong ), Changchun Origin Seed Technology Development Limited, ( Changchun Origin ), Linze
+Origin Seed Limited ( Linze Origin ), with Beijing Shihui Agricultural Development Co. Ltd., a company incorporated
+under the Laws of the PRC ( Shihui ), to sell our commercial seed production and distribution assets and certain other
+assets in the PRC to Shihui ( Sale ). In 2018, we closed the first phase of the Master Transaction Agreement and sold
+the subsidiaries Denong, Changchun Origin and Linze Origin. We terminated the second phase of the Master Transaction Agreement
+and retained our commercial seed business under Beijing Origin along with the headquarters building in Beijing. We continue to
+retain our biotech research facilities and business in China.
+
+ 
+
+Retaining the commercial seed business under
+Beijing Origin and the headquarters building in Beijing gives us the capability to generate operating cash flows to fund new business
+development. More importantly, the commercial seed business, our recognized development capabilities, and our strong brand equity
+in the agriculture sector allow us to enter the e-commerce and land reclamation businesses. The highly appreciated value of the
+Beijing Headquarters building will still allow us to seek additional bank loans and attract potential strategic investors.
+
+ 
+
+ 4
+
+ 
+
+ 
+
+ 
+
+During 2018 and 2019, we entered into regional
+joint ventures for a seed and other product distribution business. It is part of our long-term strategy to operate these distribution
+businesses under our e-commerce platform. These joint ventures include: Hubei Aoyu, Anhui Aoyu in Anhui province, Xuzhou Aoyu in
+Jiangsu province, Shandong Aoyu in Shandong province and Henan Aoyu in Henan province. In September, 2019, we entered into a new
+joint venture Shandong Aoruixinong, which will replace Shandong Aoyu in Shandong province for the seed distribution business. Origin
+holds 50% of equity in Anhui Aoyu and 51% of equity in the other joint ventures. The remaining equity interests in those joint
+ventures are held by local distributors. Origin owns these joint ventures through State Harvest. (Henan Aoyu was originally created
+under Beijing Origin but later transferred to State Harvest).
+
+ 
+
+On May 17, 2019, the Company entered
+into a Cooperation Framework Agreement with Beijing Changping Technology Innodevelop Group (BC-TID), an entity owned by the government
+of Changping District of Beijing City. Under this agreement, BC-TID and Origin will create a joint venture using the current Beijing
+Origin, which will be 51% and 49% owned by BC-TID and the Company, respectively. Based on the agreement, Beijing Origin will contribute
+the headquarters building in Beijing and certain of its seed technology assets related to genetically modified seeds to the joint
+venture entity. BC-TID will fund the Company and joint venture with a total of RMB204 million in cash. Also under this agreement,
+the bank loan of RMB78 million collateralized by the Company s headquarters building in Beijing, certain trade debt and
+unpaid, accrued employee costs will be paid off. Since the joint venture will be housed in Beijing Origin, which to date has been
+the operating company for the Company's Chinese seed business and is controlled by the Company through a series of stock consignment
+agreements, the Company will transfer the seed business from Beijing Origin to Beijing Origin State Harvest Biotechnology Limited
+(State Harvest) and reorganize the equity and consignment agreement ownership rights of Beijing Origin. After the corporate changes
+and investment from BC-TID, the joint venture company, Beijing Origin, will have the assets of the Origin Life Science Center
+building and two biotech corn traits discussed above.
+
+ 
+
+As of February 19, 2020, we entered
+into a further Framework Agreement among the parties to the Cooperation Framework Agreement to finalize the objectives of the
+2019 agreement. As part of the 2020 Framework Agreement, the Company received a loan of RMB137.66 million (approximately US$1,927,000)
+from BC-TID, which bears interest at 6% per annum, due in two years. This loan is convertible into equity in the Company once
+it completes the final pre-conditions to the finalization of the joint venture with BC-TID. These conditions include (a) change
+the constituent documents of the Beijing Origin to permit BC-TID to be one of the shareholders of a joint venture, (b) reorganization
+of the equity ownership of Beijing Origin to remove certain prior shareholders from the corporate ownership and terminate the
+consignment agreements over Beijing Origin, (c) repay the current mortgage on the headquarters building in Beijing and transfer
+the mortgage on the headquarters building to the joint venture partner, (d) pay certain outstanding employee related government
+obligations and employee payments that are currently outstanding and repay various other trade debt obligations with some of the
+loan proceeds, (e) transfer designated intellectual property of the Company to the joint venture, and (f) completion of certain
+continuing due diligence requirements of BC-TID. Completing these conditions is expected to take approximately two months. Upon
+completion of the pre-conditions, the loan will be converted into equity of the Company and a further RMB66.34 million (approximately
+US$936,000) will be paid in as additional capital. The Company believes that all the conditions to completion of the Cooperation
+Framework Agreement and the further Framework Agreement can be completed and the joint venture arrangement commenced in due course.
+The additional capital, and the repayment of certain outstanding obligations should put the Company on an improved financial footing.
+
+ 
+
+The Company received a warning letter
+from NASDAQ on March 6, 2020, indicating that it had a net capital deficiency for the continued listing of its ordinary shares
+on NASDAQ, a national stock exchange. The Company has responded to the staff of NASDAQ with a proposed plan of capital raising,
+which includes the capital to be obtained under the joint venture with BC-TID and the equity sales that it may be able to make
+under the equity line arrangement with Oasis. The Company has supplied further information about its plans to the staff of NASDAQ,
+and the deficiency plan is being considered by the staff of NASDAQ. If the plan is accepted, then the Company will have 180 days
+to regain compliance with this listing standard. If the deficiency plan is not accepted, then the ordinary shares will be removed
+from listing on the exchange. Such a removal will result in trading continuing on the OTC Markets, which may not be as active
+a market as that of NASDAQ. Also, removal of the ordinary shares from a national exchange may make it more difficult to access
+capital under the Oasis arrangement, if at all, or to be able to raise equity capital generally.
+
+ 
+
+Our principal executive offices are located
+at No. 21 Sheng Ming Yuan Road, Changping District, Beijing 102206, China, and our telephone number is (86-10) 5890-7588.
+
+ 
+
+ 5
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/SITM_sitime_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/SITM_sitime_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/SITM_sitime_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/SKFG_stark_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/SKFG_stark_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..40259d0f8557d0108be7e79692bc844fed9665ba
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/SKFG_stark_prospectus_summary.txt
@@ -0,0 +1,141 @@
+PROSPECTUS SUMMARY
+ 
+This summary highlights select information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision in the common stock. Before investing in our securities, you should carefully read this entire prospectus in its entirety, including our financial statements and the related notes and the information set forth under the headings Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations in each case included elsewhere in this prospectus. 
+ 
+ The Company 
+ We were incorporated on July 3, 2018 in the state of Nevada, USA. We acquired 100% interest of Common Design, a Hong Kong corporation as our wholly-owned subsidiary pursuant to a share exchange agreement dated September 20, 2019. Common Design is a start-up wholesale clothing supplier, established on April 10, 2019, specializing in the supply and trading of niche apparel for distribution to markets worldwide. With operating headquarters located in Hong Kong, Common Design is primarily focused on sourcing and marketing a diverse portfolio of dress up, casual and athletic apparel products to its global clients, while maintaining close relationships with its suppliers and manufacturers to ensure competitive pricing and quality management. In the future, Common Design also plans to develop its own apparel products for manufacturing and sale to its clients 
+
+ 
+ 
+
+ 
+ Since the date of inception (July 3, 2018), our activities have been primarily devoted to business development activities.
+
+ 
+ 
+
+ Basic Company Information 
+ Our principal executive office is located at Suite 3001, 505 6th Street SW, Calgary AB T2P 1X5. Our telephone number is (403) 237-8330.
+
+ 
+Our fiscal year ends on December 31. We are a development stage company with limited revenues of $32,285 during the period from inception to March 31, 2020.
+ 
+As of the date of this prospectus, we have 10,220,830 shares of our $0.0001 par value common stock issued and outstanding and held by 31 shareholders of record. We are registering for sale 1,950,830 shares of our previously issued common stock held by certain Selling Shareholders at a purchase price of $0.05 per share pursuant to the Securities Act of 1933. 
+ 
+As of the date of this registration statement, no shares of our common stock are currently available for sale to the public in accordance with the volume and trading limitations of Rule 144. However, Rule 144 may become available for the resale of our shares of common stock in the future, assuming such resales are made in compliance with the provisions of Rule 144. 
+ 
+Our auditors have issued a going concern opinion. This means that there is substantial doubt that we have the requisite capital to continue as an ongoing business as a going concern. As a result, there is increased risk that you could lose the entire amount of your investment in our Company. The financial statements included in the registration statement of which this prospectus is a part do not include any adjustments that might result from the uncertainty about our ability to continue in business.
+ 
+As of December 31, 2019, we had $37,842 in current assets and $1,794 in current liabilities. Accordingly, our working capital position as of December 31, 2019 was $36,048.
+ 
+As of December 31, 2019, our cash and cash equivalents were $30,320.
+ 
+As of March 31, 2020, we had $8,611 in current assets and $2,831 in current liabilities. Accordingly, our working capital position as of March 31, 2020 was $5,780.
+ 
+As of March 31, 2020, our cash and cash equivalents were $8,611. We estimate that we need approximately $50,000 for the next twelve months to maintain our current operation level. 
+ 
+ 
+ 6
+ 
+
+ Table of Contents
+ 
+ Our Challenges and Risks 
+ We recommend that you consider carefully the risks discussed below and under the heading Risk Factors beginning on Page 7 of this prospectus before purchasing our common stock. If any of these risks occur, our business, prospects, financial condition, liquidity, results of operations and ability to make distributions to our shareholders could be materially and adversely affected. In that case, the trading price of our common stock could decline if our common stock is listed on any stock market and you could lose some or all of your investment.
+
+ 
+ 
+
+ Emerging Growth Company 
+ We are electing to not opt out of the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ) extended accounting transition period. This may make our financial statements more difficult to compare to other companies.
+
+ 
+ 
+
+ 
+ Pursuant to the JOBS Act, as an emerging growth company, we can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the standard for the private company. This may make comparison of our financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible, as possible different or revised standards may be used.
+
+ 
+ 
+
+ 
+ The JOBS Act is intended to reduce the regulatory burden on emerging growth companies. We meet the definition of an emerging growth company and as long as we qualify as such, we will, among other things:
+
+ 
+ 
+ 
+ be temporarily exempted from the internal control audit requirements Section 404(b) of the Sarbanes-Oxley Act;
+ 
+ 
+ 
+
+ 
+ 
+ be temporarily exempted from various existing and forthcoming executive compensation-related disclosures, for example: say-on-pay , pay-for-performance and CEO pay ratio ;
+ 
+ 
+ 
+
+ 
+ 
+ be temporarily exempted from any rules that might be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or supplemental auditor discussion and analysis reporting;
+ 
+ 
+ 
+
+ 
+ 
+ be temporarily exempted from having to solicit advisory say-on-pay, say-on-frequency and say-on-golden-parachute shareholder votes regarding executive compensation pursuant to Section 14A of the Securities Exchange Act of 1934, as amended;
+ 
+ 
+ 
+
+ 
+ 
+ be permitted to comply with the SEC s detailed executive compensation disclosure requirements on the same basis as a smaller reporting company; and
+ 
+ 
+ 
+
+ 
+ 
+ be permitted to adopt any new or revised accounting standards using the same timeframe as private companies (if the standard applies to private companies).
+ 
+ We will continue to be an emerging growth company until the earliest of:
+ 
+ 
+ 
+ the last day of the fiscal year during which we have annual total gross revenues of $1.07 billion or more;
+ 
+ 
+ 
+
+ 
+ 
+ the last day of the fiscal year following the fifth anniversary of the first sale of our common equity securities in an offering registered pursuant to the Securities Act of 1933, as amended;
+ 
+ 
+ 
+
+ 
+ 
+ the date on which we issue more than $1 billion in non-convertible debt securities during a previous three-year period; or
+ 
+ 
+ 
+
+ 
+ 
+ the date on which we become a large accelerated filer , as defined in Exchange Act Rule 12b 2.
+ 
+ Smaller Reporting Company We are a smaller reporting company , meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. As a smaller reporting company , the disclosure we will be required to provide in our SEC filings are less than it would be if we were not considered a smaller reporting company .
+ 
+ 
+Specifically, smaller reporting companies are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002 requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being permitted to provide two years of audited financial statements in annual reports rather than three years. Decreased disclosures in our SEC filings due to our status as a smaller reporting company may make it harder for investors to analyze the Company s results of operations and financial prospects.
+
+ 
+ 
+ 7
+ 
+
+ Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/SLS_sellas_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/SLS_sellas_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/SLS_sellas_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/SNDL_sndl-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/SNDL_sndl-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d0929f6c0887e463e6f7e35bac939d0c1ddb92db
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/SNDL_sndl-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus or incorporated by reference herein and does not contain all of
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/SNOW_snowflake_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/SNOW_snowflake_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..eb5f4d5c3124293950656cb356a3a714f76be303
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/SNOW_snowflake_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, all references in this prospectus to Snowflake, the company, we, our, us, or similar terms refer to Snowflake Inc. and its subsidiaries. SNOWFLAKE INC. We believe in a data connected world where organizations have seamless access to explore, share, and unlock the value of data. To realize this vision, we are pioneering the Data Cloud, an ecosystem where Snowflake customers, partners, and data providers can break down data silos and derive value from rapidly growing data sets in secure, governed, and compliant ways. Our Cloud Data Platform is the innovative technology that powers the Data Cloud. Our platform enables customers to consolidate data into a single source of truth to drive meaningful business insights, build data-driven applications, and share data. We deliver our platform through a customer-centric, consumption-based business model, only charging customers for the resources they use. Our platform solves the decades-old problem of data silos and data governance. Leveraging the elasticity and performance of the public cloud, our platform enables customers to unify and query data to support a wide variety of use cases. It also provides frictionless and governed data access so users can securely share data inside and outside of their organizations, generally without copying or moving the underlying data. As a result, customers can blend existing data with new data for broader context, augment data science efforts, or create new monetization streams. Delivered as a service, our platform requires near-zero maintenance, enabling customers to focus on deriving value from their data rather than managing infrastructure. Our cloud-native architecture consists of three independently scalable layers across storage, compute, and cloud services. The storage layer ingests massive amounts and varieties of structured and semi-structured data to create a unified data record. The compute layer provides dedicated resources to enable users to simultaneously access common data sets for many use cases without latency. The cloud services layer intelligently optimizes each use case s performance requirements with no administration. This architecture is built on three major public clouds across 22 regional deployments around the world. These deployments are interconnected to create our single Cloud Data Platform, delivering a consistent, global user experience. Our platform supports a wide range of use cases that enable our customers most important business objectives, including data engineering, data lake, data warehousing, data science, data applications, and data sharing. For example, CIOs choose us to help migrate petabytes of raw data to the public cloud and transform it into analytics-ready data. CMOs choose us to create 360-degree customer views. Business leaders choose us to distill insights from their most important business metrics. Data scientists choose us to simplify data transformation to build better machine learning algorithms. Businesses choose us as the analytical engine to power their digital services. CEOs choose us as a strategic partner to accelerate their cloud strategies and deliver new revenue-generating services. From July 1, 2020 to July 31, 2020, we processed an average of 507 million daily queries across all of our customer accounts, up from an average of 254 million daily queries during the corresponding month of the prior fiscal year. Our business benefits from powerful network effects. The Data Cloud will continue to grow as organizations move their siloed data from cloud-based repositories and on-premises data centers to the Data Cloud. The more customers adopt our platform, the more data can be exchanged with other Snowflake customers, partners, and data providers, enhancing the value of our platform for all users. We believe this network effect will help us drive our vision of the Data Cloud. Our platform is used globally by organizations of all sizes across a broad range of industries. As of July 31, 2020, we had 3,117 customers, increasing from 1,547 customers as of July 31, 2019. As of July 31, 2020, our customers included seven of the Fortune 10 and 146 of the Fortune 500, based on the PROSPECTUS (Subject to Completion) Issued September 14, 2020 28,000,000 Shares CLASS A COMMON STOCK This is an initial public offering of shares of Class A common stock of Snowflake Inc. Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price will be between $75.00 and $85.00 per share. Our Class A common stock has been approved for listing on the New York Stock Exchange under the symbol SNOW. We are an emerging growth company as defined under the federal securities laws, and as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See the section titled Risk Factors beginning on page 13 to read about factors you should consider before buying shares of our Class A common stock. We have two classes of authorized common stock Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to ten votes and is convertible at any time into one share of Class A common stock. Outstanding shares of Class B common stock will represent approximately 98.5% of the voting power of our outstanding capital stock immediately following this offering and the concurrent private placements, with our directors, executive officers, and principal stockholders representing approximately 70.2% of such voting power. Each of Salesforce Ventures LLC and Berkshire Hathaway Inc. have entered into an agreement with us pursuant to which they have each agreed to purchase $250 million of our Class A common stock in a private placement at a per share price equal to the initial public offering price. Our agreements with each of Salesforce Ventures LLC and Berkshire Hathaway Inc. are contingent upon, and are scheduled to close immediately subsequent to, the closing of this offering as well as the satisfaction of certain conditions to closing as further described in the section titled Concurrent Private Placements. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price............................................................................... $ $ Underwriting discount(1).................................................................................. $ $ Proceeds, before expenses, to us.................................................................. $ $ ________________ (1) See the section titled Underwriting for a description of compensation payable to the underwriters. To the extent that the underwriters sell more than 28,000,000 shares of Class A common stock, the underwriters have the option to purchase up to an additional 4,200,000 shares of Class A common stock at the initial public offering price less the underwriting discount. The underwriters expect to deliver the shares of Class A common stock against payment in New York, New York on , 2020. Goldman Sachs Co. LLC Morgan Stanley J.P. Morgan Securities LLC Allen Company LLC Citigroup Credit Suisse Barclays Deutsche Bank Securities Mizuho Securities Truist Securities BTIG Canaccord Genuity Capital One Securities Cowen D.A. Davidson Co. JMP Securities Oppenheimer Co. Piper Sandler Stifel Academy Securities Loop Capital Markets Ramirez Co., Inc. Siebert Williams Shank , 2020 The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek buy these securities in any jurisdiction where the or sale permitted. 2020 Fortune 500 list, and those customers contributed approximately 4% and 26% of our revenue for the six months ended July 31, 2020, respectively. As our customers experience the benefits of our platform, they typically expand their usage significantly, as evidenced by our net revenue retention rate, which was 158% as of July 31, 2020. The number of customers that contributed more than $1 million in trailing 12-month product revenue increased from 22 to 56 as of July 31, 2019 and 2020, respectively. We have achieved significant growth in recent periods. For the fiscal years ended January 31, 2019 and 2020, our revenue was $96.7 million and $264.7 million, respectively, representing year-over-year growth of 174%. For the six months ended July 31, 2019 and 2020, our revenue was $104.0 million and $242.0 million, respectively, representing year-over-year growth of 133%. Our net loss was $178.0 million and $348.5 million for the fiscal years ended January 31, 2019 and 2020, respectively, and $177.2 million and $171.3 million for the six months ended July 31, 2019 and 2020, respectively. Industry Background Important technology and industry trends are changing the ways organizations leverage their data, including Data is becoming paramount to business success. Data is at the heart of business innovation. Recognizing this trend, organizations everywhere are seeking ways to transform their businesses by capturing, analyzing, and mobilizing data. The explosion of data is offering richer insights. The proliferation of data provides valuable insights for organizations, including key business and performance metrics, customer attributes and behavior, and product strengths and capabilities. Cloud adoption is accelerating and diversifying. The public cloud is becoming the new center of gravity for data as organizations migrate from static on-premises IT architectures to global, dynamic, and multi-cloud architectures. Everyone is becoming a data consumer. The increasing importance of data in the digital economy is empowering every role and function within an organization to become a mainstream data consumer. Technology consumption is moving from fixed capacity to utility. We believe that business models are evolving from a fixed capacity, where customers often pay for unused software, to a utility model, where customers pay only for the resources they consume. Limitations of Existing Data Technologies Many organizations have attempted to capture the value of data using solutions built on on-premises legacy database or big data architectures. Legacy database architectures have inherent scalability and capacity constraints and were not originally designed for the adoption of cloud-based workloads. These shortcomings have resulted in data silos, governance challenges, and limited business insights. Big data architectures have attempted to solve the problem of data silos with large pools of cost-effective storage, but in doing so have often created data integrity and governance challenges. In recent years, cloud-based companies, including certain public cloud providers, have introduced solutions that are derived from legacy database and big data architectures. Despite being deployed in the public cloud, these solutions generally suffer from the same limitations due to weaknesses in the underlying architectures. These existing solutions have some or all of the following limitations Not built for today s dynamic and diverse data requirements. Legacy database architectures typically fail to capture, manage, organize, and classify semi-structured data. Big data architectures can capture diverse data types, but the data is generally stored in inconsistent formats requiring transformation prior to use, often resulting in errors and duplicates. Inability to support large data volumes. Legacy database architectures suffer from storage capacity constraints, redundant data storage, and insufficient compute resources to ingest and transform ever-increasing volumes of data. Big data architectures can often take hours or days to query larger data sets, limiting speed and relevancy of data. Inability to simultaneously support many use cases and users. Legacy database architectures only allow a subset of users or use cases to be effectively addressed at any given point in time. Big data architectures often lack the ability to guarantee the consistency and integrity of data when accessed and manipulated. Lack of optimized price-performance. Solutions built on legacy database and big data architectures are often time-consuming and costly to operate and require manual organization of data prior to use. Difficult to use. Solutions built on big data architectures often result in project failures due to the significant amount of effort required to configure the infrastructure. Because they require different programming languages, the implementation of these architectures regularly requires analysts to learn new skills to query data. Expensive to manage and maintain. Legacy database and big data architectures often require maintenance of the underlying infrastructure, upgrades and patches, and system configuration. Inability to support a multi-cloud, cross-region strategy. Solutions built on legacy database architectures by public cloud providers are typically only intended to run on specific infrastructures and in specific regions, limiting the flexibility to distribute and share data across public clouds and regions or select optimal functionality. Inability to facilitate data sharing. Solutions built on legacy database and big data architectures generally result in data copies, data security concerns, and poor governance when facilitating data sharing. The Rise of the Data Cloud Data silos have been an enduring challenge blocking organizations from realizing the full value of their data. To solve this problem, organizations have invested billions of dollars in disparate on-premises systems, infrastructure clouds, and application clouds. Yet, the data silo problem persists. The Data Cloud is our vision of a world without data silos, allowing organizations to access, share, and derive better insights from their data. Our Solution Our Cloud Data Platform is built on a cloud-native architecture that leverages the massive scalability and performance of the public cloud. Key elements of our platform include Diverse data types. Our platform integrates and optimizes both structured and semi-structured data as a common data set, without sacrificing performance or flexibility. Massive scalability of data volumes. Our platform leverages the scalability and performance of the public cloud to support growing data sets without sacrificing performance. Multiple use cases and users simultaneously. Our platform makes compute resources dynamically available to address the demand of as many users and use cases as needed. Optimized price-performance. Our platform uses advanced optimizations to efficiently access only the data required to deliver the desired results. It delivers speed without the need for tuning or the expense of manually organizing data prior to use. Easy to use. Our platform delivers instant time to value with a familiar query language and consumption-based business model, reducing hidden costs. Delivered as a service with no overhead. Our platform is delivered as a service, eliminating the cost, time, and resources associated with managing underlying infrastructure. Multi-cloud and multi-region. Our platform is available on three major public clouds across 22 regional deployments around the world. These deployments are interconnected to create our single Cloud Data Platform, delivering a consistent, global user experience. Seamless and secure data sharing. Our platform enables governed and secure sharing of live data within an organization and externally across customers and partners, generally without copying or moving the underlying data. When sharing data across regions and public clouds, our platform allows customers to easily replicate data and maintain a single source of truth. Key Benefits to our Customers Our platform eliminates data silos, empowers secure and governed access to data, and removes infrastructure complexity freeing organizations to drive holistic insights across their business and address new market opportunities. It enables customers to transform into data-driven businesses consolidate data into a single, analytics-ready source of truth increase agility and augment insights through seamless data sharing create new monetization streams and data-driven applications benefit from a global multi-cloud strategy reduce time spent managing infrastructure and enable greater data access through enhanced data governance. Our Opportunity Based on our own estimates, we believe the addressable market opportunity for our Cloud Data Platform is approximately $81 billion as of January 31, 2020. According to IDC, the markets for Analytics Data Management and Integration Platforms and Business Intelligence and Analytics Tools, which we believe we address, will have a combined value of $56 billion by the end of 2020 and $84 billion by the end of 2023. Our data sharing opportunity has not been defined or quantified by any research institutions. However, we believe that this opportunity is substantial and largely untapped. Our Growth Strategies Our strategy is to advance the Data Cloud through the adoption of our platform. We intend to continue making significant investments both domestically and internationally in sales and marketing, research and development, and our partner ecosystem to drive our growth. Key elements of our strategy include innovate and advance our platform drive growth by acquiring new customers drive increased usage within our existing customer base expand our global footprint expand data sharing across our global ecosystem and grow and invest in our partner network.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/SOGP_sound_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/SOGP_sound_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b3ff55f6d509238291e00ba484383ed0b45af025
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/SOGP_sound_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements and the related notes appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ADSs discussed under Risk Factors and information contained in Management s Discussion and Analysis of Financial Condition and Results of Operations before deciding whether to buy our ADSs. Investors should note that LIZHI INC., our ultimate Cayman Islands holding company, does not directly own any substantive business operations in the PRC and all of our businesses in the PRC as described in this prospectus are operated through our VIEs. Overview Our mission is to enable everyone to showcase vocal talent. Driven by this, we have transformed the audio industry to create Lizhi, a mobile app for everyone to create, store, share, discover and enjoy audio, and interact through it. What Inspires Us Human voice is powerful. It reveals our feelings and thoughts, creates understanding and empathy, and fills us with joy and inspirations. It establishes companionship and brings us together in a way like no other medium. Over 100 years ago, radio was invented to connect the world through human voices. Its massive reach, seamless transmission, and ubiquitous presence have changed and enriched everyone s life. Fifteen years ago, the rapid development of internet gave rise to podcasts, attracting a younger audience and nurturing audio hosts of the future. Now, with the rise of mobile technology, we saw an opportunity to transform audio creation and sharing to elevate the roles of voices in people s lives. That s why we built Lizhi six years ago to revamp traditional radio and podcasts to create a bigger and more accessible stage for everyone to create, store, share, discover and enjoy audio, and interact through it. AI technology has been transforming the way we create and share audio content. Human voice is unique in expressing one s mood and feelings, as the pitches and tones associated with different moods are often subconscious and difficult to forge. AI technology can help us discern one s voices to understand their feelings and behaviors and further elevate the role of voices in people s lives. We will also endeavor to integrate social responsibilities into our product offerings, through finding people the voices they like, relieving their stress, providing companionship, and bringing them happiness. What we do today is just the beginning. We envision a global audio community a place where everyone can become a host, record their lives, share stories, and empathize and connect with each other, through voices and across cultures. What We Do We are the largest online UGC audio community in China as of September 30, 2019 according to iResearch. We are also the largest interactive audio entertainment platform and the second largest online audio platform in China in terms of average total MAUs for the nine months ended September 30, 2019 according to the same source. According to iResearch, our MAU market share in the interactive audio entertainment market and online audio market was 70.7% and 18.4%, respectively, for the nine months ended September 30, 2019. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to completion Preliminary Prospectus dated January 13, 2020 4,100,000 American Depositary Shares LIZHI INC. Representing 82,000,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, representing Class A ordinary shares of LIZHI INC. We are offering 4,100,000 ADSs. Each American depositary share represents 20 of our Class A ordinary shares. Prior to this offering, there has been no public market for the ADSs. It is currently estimated that the initial public offering price per ADS will be between US$11.00 and US$13.00. We have applied to list the ADSs representing our Class A ordinary shares on the Nasdaq Global Select Market under the symbol LIZI. We are an emerging growth company under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements. Immediately prior to the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Our Founders, Mr. Jinnan (Marco) Lai and Mr. Ning Ding, will beneficially own all of our issued Class B ordinary shares. The Class B ordinary shares will constitute approximately 25.3% of our total issued and outstanding share capital immediately after the completion of this offering and 77.2% of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their over-allotment option, taking into account 3,625,000 Class A ordinary shares corresponding to restricted shares granted pursuant to the 2019 Share Incentive Plan, which will become outstanding immediately upon the completion of this offering, and excluding 25,428,430 Class A ordinary shares issued to Kastle Limited, which holds such Class A ordinary shares in trust for the benefit of certain of our senior management and directors. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary shares is entitled to 10 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to any person who is not a Founder or an affiliate of a Founder, each of such Class B ordinary shares will be automatically and immediately converted into one Class A ordinary share. See Description of Share Capital. Immediately following the completion of this offering, we will be a controlled company within the meaning of the Nasdaq Global Select Market rules. See Principal Shareholders. See Risk Factors beginning on page 20 for factors you should consider before buying the ADSs. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. A small number of investors, including WB Online Investment Limited, an affiliate of Weibo Corporation (Nasdaq: WB, a leading social media company), and Green Better Limited, an affiliate of Xiaomi Corporation, who is an affiliate of one of our existing shareholders, and two other investors have indicated interests in purchasing an aggregate of up to US$36 million of the ADSs being offered in this offering at the initial public offering price and on the same terms as the other ADSs being offered. None of such indication of interests is a binding agreement or commitment to purchase, and we and the underwriters are under no obligations to sell any ADSs to any of these investors. See Underwriting for more information. Per ADS Total Public offering price US$ US$ Underwriting discounts and commissions(1) US$ US$ Proceeds, before expenses, to us US$ US$ (1) See Underwriting for additional disclosure regarding compensation payable by us to the underwriters. The underwriters have an option to purchase up to an additional 615,000 ADSs from us at the initial public offering price less the underwriting discounts and commissions, within 30 days from the date of this prospectus. The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on , 2020. Citigroup Haitong International AMTD Needham & Company Tiger Brokers China Merchants Securities (HK) Valuable Capital Prime Number Capital The date of this prospectus is , 2020. Table of Contents We launched our Lizhi app in 2013 to allow users to record and share their lives with voices on mobile devices with the help of intuitive recording, and to reach their audience through various discovery tools. We have amassed extensive and growing user-generated audio content since then. As of September 30, 2019, more than 160.6 million podcasts had been uploaded to our platform since our inception, as compared to 49.2 million as of September 30, 2017. Podcasts uploaded to our platform had been played approximately 6.1 billion times in the three months ended September 30, 2019. Through our extensive podcast library, we attract a growing and engaging user base, which presents attractive monetization opportunities. With user interactions built into every podcast, live streaming and social entertainment product, our users don t just listen on our platform. We launched audio live streaming as our first audio entertainment product in 2016, making it possible for our users to enjoy a multi-dimensional, interactive audio experience. Through Lizhi, users can follow their favorite hosts and channels, become a host and create their own podcasts, perform in live streaming, and interact with others through various interactive features. Today, it is not only easy and fast to discover one s favorite audio on Lizhi we also offer a far more engaging and diversified entertainment experience through audio. We believe this audio-centric interaction is a natural extension of the power of voices. Since our launch, we have also introduced a wide range of interactive audio products to drive user interactions, such as Friends Hall and Lizhi Party. We plan to expand our overseas presence. In July 2019, we launched the locally tailored version of our overseas audio entertainment product in the Middle East and North Africa, or the MENA. We also plan to attract users in Southeast Asia and reach a global audience. Throughout the years, we have grown by helping people express themselves through their voices. Today, our vibrant platform fosters a thriving community with the following elements: Users We cultivated a highly engaged user community of approximately 46.6 million average total mobile MAUs in the third quarter of 2019, representing an increase of 26.7% from approximately 36.8 million average total mobile MAUs in the third quarter of 2018. The number of average monthly active hosts on our Lizhi app increased by 12.3% from approximately 5.1 million in the third quarter of 2018 to approximately 5.7 million in the third quarter of 2019. Our users are young, with a strong demand for self-expression and social interactions. They are highly engaged, spending an average of 52.8 minutes every day per mobile daily active user on our platform in the third quarter of 2019. We foster natural conversion of users to hosts through simple and intuitive audio tools. As a result, our users are not only listeners, but also content creators. In the third quarter of 2019, our average monthly active hosts represented 12.2% of our average total mobile MAUs in the same period. Content We are the largest online UGC audio community in China as of September 30, 2019 according to iResearch. Our platform offers a variety of tools to enable our users to create, edit, store and share audio content to demonstrate their vocal talent. We offer a broad range of podcasts across 27 categories such as life and relationships, parenting, education, talk shows, music radio and ACG and 107 sub-categories including love stories, bedtime stories and family, catering to the evolving and diversified interests of our user base. For audio entertainment, we offer seven categories covering content such as social, music, talk show, ACG and audio books. Almost all of the audio content on our platform was generated by our users. Interactions We have developed innovative products for our users to interact with our hosts and other users. Features such as following, chatting, sharing, commenting, liking, on-air dialogues and virtual gifting are deeply integrated into the audio content offered on our platform, enhancing our user experience and engagement. In the third quarter of 2019, our community had recorded approximately Table of Contents Table of Contents 2.5 billion average monthly total interactions by our active users, including an average of approximately 46.8 million comments and an average of approximately 2.6 million multi-user on-air dialogues on our platform every day. Audio and AI technologies Through our industry-leading audio technologies, we simplify the audio creation process for our users, improve sound quality and effects, and ensure a consistently high-quality live streaming experience. Our proprietary voice engineering features include 3D recording, noise reduction, and voice beautification and synthesis. Machine learning and data analytics help us find patterns in users vocal and behavior data. Our AI technologies enable us to recommend relevant audio content to our users based on their interests through a fully automated process. At current stage, we strategically offer most of our podcasts for free to attract a large user base. We primarily generate net revenues through sales of virtual gifts to users in relation to audio entertainment. Through virtual gifting, our users are able to reward their favorite hosts to drive interactions and content creation in our audio community. This also allows us to attract more users and motivate more content creation. We will continue to seek to diversify monetization channels as our user and content base continues to grow. We grew rapidly in 2017 and 2018 with our net revenues increasing by 76.1% from RMB453.5 million in 2017 to RMB798.6 million (US$116.1 million) in 2018. Our net revenues increased by 46.0% from RMB558.6 million for the nine months ended September 30, 2018 to RMB815.3 million (US$114.1 million) for the same period of 2019. Our net loss decreased from RMB153.7 million in 2017 to RMB9.3 million (US$1.4 million) in 2018, and increased from RMB11.3 million for the nine months ended September 30, 2018 to RMB104.0 million (US$14.6 million) for the same period of 2019. Recent Developments The following sets forth our selected unaudited interim condensed consolidated statements of operations and comprehensive loss data for the two months ended November 30, 2019 and 2018. We have prepared the unaudited interim condensed consolidated statements of operations and comprehensive loss data on the same basis as we prepared our audited consolidated financial statements. Our results in the two months ended November 30, 2019 may not be indicative of our results in the full year ending December 31, 2019 or for any future period. Please refer to Management s Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors included elsewhere in this prospectus for information regarding trends and other factors that may affect our results of operations. Our net revenues were RMB230.8 million (US$32.3 million) in the two months ended November 30, 2019, representing an increase of 67.9% from RMB137.5 million in the two months ended November 30, 2018. The increase was mainly attributable to increase in virtual gift sales in relation to our audio entertainment products, especially in relation to our interactive audio products. Our net revenue generated from audio entertainment increased by 68.1% from RMB135.5 million in the two months ended November 30, 2018 to RMB227.7 million (US$31.9 million) in the two months ended November 30, 2019, mainly due to an increase in the number of average audio entertainment paying users of 78.6% from approximately 240,500 in the two months ended November 30, 2018 to approximately 429,500 in the same period of 2019, and their spending on our interactive audio products during such periods driven by increased interactions and user engagement on our platform. Our net revenue generated from podcast, advertising and others increased by 54.5% from RMB2.1 million in the two months ended November 30, 2018 to RMB3.2 million (US$0.4 million) in the two months ended November 30, 2019, mainly due to an increase in spending by our users on the paid content as a result of our efforts to improve personalized content distribution and explore diversified use cases for our hosts to further monetize on their contents. Table of Contents Table of Contents Our costs of revenues were RMB189.9 million (US$26.6 million) in the two months ended November 30, 2019, representing an increase of 97.9% from RMB96.0 million in the two months ended November 30, 2018, primarily due to (i) the growth of revenue sharing fees and other costs generally in line with the growth of our net revenues and business, and (ii) a short-term incentive program we launched in the third quarter of 2019 to provide additional shared revenue to encourage content creation, enhance user spending and attract more hosts and users to our new podcast and interactive audio products and features. As a result of the foregoing, we had gross profit of RMB41.0 million (US$5.7 million) in the two months ended November 30, 2019, representing a slight decrease of 1.5% from RMB41.6 million in the two months ended November 30, 2018. Our total operating expenses were RMB60.9 million (US$8.5 million) in the two months ended November 30, 2019, representing an increase of 41.9% from RMB42.9 million in the two months ended November 30, 2018, primarily due to the increase in research and development expenses, selling and marketing expenses and general and administrative expenses, mainly relating to (i) our efforts developing AI applications and enhancing data security, and (ii) an increase in the number of our administrative staff. Our net loss in the two months ended November 30, 2019 was RMB18.8 million (US$2.6 million), as compared to a loss of RMB1.0 million in the two months ended November 30, 2018. Our user base continued to grow while staying highly engaged in the two months ended November 30, 2019. Our average total mobile MAUs grew from 38.5 million in the two months ended November 30, 2018 to 51.3 million in the two months ended November 30, 2019, while our average audio entertainment mobile MAUs grew from 4.5 million to 6.8 million in the same periods. We have also seen a highly engaged user community for the two months ended November 30, 2019. Our average monthly total interactions by active users also increased by 16.4% from 2.3 billion in the two months ended November 30, 2018 to 2.7 billion in the two months ended November 30, 2019. Total interactions on our platform in the two months ended November 30, 2019 included an average of approximately 49.7 million comments and an average of approximately 2.9 million multi-user on-air dialogues every day. As a result of our efforts in cultivating users spending habits and improving our product offerings, our growing and engaged user base demonstrated an increasing willingness to pay. Our average audio entertainment paying users grew by 78.6% from approximately 240,500 in the two months ended November 30, 2018 to approximately 429,500 in the two months ended November 30, 2019, while our audio entertainment paying ratio grew from 5.4% to 6.3% in the same periods. Our total paying ratio on Lizhi app continued to increase from 0.2% in the two months ended February 28, 2017 to 0.8% in the two months ended November 30, 2019. In addition, our content library and host base continued to expand in the two months ended November 30, 2019. As of November 30, 2019, more than 171.9 million podcasts had been uploaded to our platform since our inception, which had generated approximately 3.8 billion hours spent by our users since January 1, 2017. Podcasts uploaded to our platform had been played more than 48.9 billion times over the period from January 1, 2017 to November 30, 2019. In the two months ended November 30, 2019, 34.8% of the podcasts played on our users devices had been played till the end of the program. In addition, approximately 29.6 million user-created playlists had been posted on our platform as of November 30, 2019 since such feature became available in June 2017. The continuous growth of our content library is supported by our growing host base. We had approximately 5.9 million average monthly active hosts on our Lizhi app in the two months ended November 30, 2019, representing 11.4% of our average total mobile MAUs in the same period. Table of Contents Our Strengths We believe the following competitive strengths differentiate us from our competitors: A leading online audio community: We are the largest interactive audio entertainment platform and the second largest online audio platform in China in terms of average total MAUs for the nine months ended September 30, 2019 according to iResearch; We enable easy content creation and sharing for everyone to record and share their lives through voices; and We pioneered in introducing audio live streaming in China, and innovated a variety of voice-based social interactive features. Extensive and growing user-generated audio content: We are the largest online UGC audio community in China as of September 30, 2019, according to iResearch. As of September 30, 2019, more than 160.6 million podcasts had been uploaded to our platform, which had generated more than 3.4 billion hours spent by our users since January 1, 2017 and had been played approximately 6.1 billion times in the three months ended September 30, 2019; We have an extensive and growing content library covering 27 categories and 107 sub-categories; and Approximately 26.9 million user-created playlists had been posted in our community as of September 30, 2019 since such feature became available in June 2017. Highly engaged user community: We amassed 46.6 million average total mobile MAUs and approximately 5.7 million average monthly active hosts on our Lizhi app in the third quarter of 2019, representing 12.2% of our average total mobile MAUs in the same period; and Our community had recorded approximately 2.5 billion average monthly total interactions by our active users in the third quarter of 2019. Leading audio and AI technologies: We apply AI technologies to empower audio content creation, distribution and consumption. According to iResearch, we are one of the few online audio platforms in China providing fully automated AI distribution; We offer simple and intuitive tools to record, edit, store and upload audio content all at users fingertips; and We provide high-quality sound streaming and various innovative features such as voice editing, beautification and special effects. Sustainable business model with substantial monetization potential: Our average paying users increased by 55.0% to approximately 383,100 in the third quarter of 2019 from 247,200 in the third quarter of 2018; Our audio entertainment paying ratio increased from 2.1% in the first quarter of 2017 to 6.4% in the third quarter of 2019; and UGC-focused content offering is more cost-effective compared to acquisition of costly professional-generated content. Visionary management team and a universal passion for building a global audio community. Table of Contents Our Strategies Leveraging AI and audio technologies to transform audio creation, distribution and consumption, we aim to become a global leading online audio community. We intend to pursue the following strategies to achieve this goal: Advance AI and audio technologies; Strengthen paying user conversion and diversify monetization; Develop new products and use cases; Empower content creation; and Expand overseas. Our Market Opportunities China s pan-audio entertainment market, including online and offline audio and music, was the largest by number of users, and the second largest by revenues in the world in 2018, which is expected to grow from approximately US$28.6 billion in 2018 to US$51.8 billion in 2023 at a CAGR of 12.6%. China s online audio market where we compete was the largest by number of users, and the second largest by revenues in the world in 2018, which is expected to grow from approximately RMB11.3 billion in 2018 to RMB69.8 billion in 2023 at a CAGR of approximately 43.8%. Sales of virtual items, which represent the largest revenue segment within online audio market, are expected to grow from approximately RMB4.9 billion in 2018 to RMB34.7 billion in 2023 at a CAGR of approximately 48.0%. Interactive audio entertainment market in China, being a subset of the online audio market which has interactive features, had 174.4 million users in 2018, accounting for 46.2% of the users in China online audio market. China s online audio market benefits from a young, engaging and growing user base, users increasing willingness to pay for content, continuous product and technology innovations, and expansion of use cases. Particularly, the explosive growth in Internet of Things, such as smart devices, smart homes and connected cars, further propel the growth of the online audio industry as they continue to introduce more use cases and diversify monetization channels in this industry. In China s online audio industry, UGC audio platforms are capable of fostering a self-reinforcing ecosystem that results in higher user and host stickiness. Empowered by AI technologies, UGC audio platforms demonstrate significant potential of future growth. For details, see Industry Overview. Our Challenges Our ability to retain our existing users, to keep them engaged, to further grow our user base or to increase paying ratio; Uncertainties in relation to laws and regulations applicable to our industry and potential restrictive measures that may be taken against us; Our ability to attract, cultivate and retain talented and popular hosts; Table of Contents Our ability to prevent misconduct by our platform users and misuse of our platform; Our ability to offer attractive audio content on our platform; Our ability to generate profits in the future; Our limited operating history with a relatively new business model in a relatively new market make it difficult to evaluate our business and growth prospects; Whether we are able to obtain or maintain the required licenses and approvals; Our ability to maintain, protect and enhance our brand; Our ability to sustain our rapid growth and manage the associated expenditures; Our ability to implement our monetization strategies; and The accessibility of our mobile applications on third-party mobile application distribution channels. Our Major Business Milestones Our Corporate History We commenced operations in 2010 with the establishment of Guangzhou Lizhi. In November and October 2010, each of Lizhi Holding Limited and LIZHI INC., our wholly owned subsidiaries, was incorporated in Hong Kong and the British Virgin Islands, respectively. In March 2011, Beijing Hongyi Technology Co., Ltd., or Hongyi Technology, our wholly owned subsidiary, was established in the PRC. In March 2011, due to the restrictions imposed by PRC laws and regulations on foreign ownership of companies engaged in value-added telecommunication services and certain other businesses, Hongyi Technology entered into a series of contractual arrangements, as supplemented and amended, with Guangzhou Lizhi and then shareholders of Guangzhou Lizhi, by which Hongyi Technology may exert control over Guangzhou Lizhi and consolidate Guangzhou Lizhi s financial statements under U.S. GAAP. For details, please refer to Corporate History and Structure Contractual Arrangements with Our VIEs and Their Respective Shareholders. In October 2013, we launched our Lizhi app operated by Guangzhou Lizhi. In November and December 2015, each of Changsha Limang Interactive Entertainment Co., Ltd., or Changsha Limang, and Huai an Lizhi Network Technology Co., Ltd., or Huai an Lizhi, was established in the Table of Contents PRC, respectively. In March 2017, Wuhan Lizhi Network Technology Co., Ltd., or Wuhan Lizhi, was established in the PRC. In January, February and April 2019, each of Guangzhou Moyin Network Technology Co., Ltd., Guangzhou Teqi Network Technology Co., Ltd. and Chongqing Piwan Network Technology Co., Ltd. was established in the PRC, respectively. These entities are wholly and directly held by Guangzhou Lizhi and provide supporting services to our Lizhi app. In July 2016, Guangzhou Huanliao Network Technology Co., Ltd., was established in the PRC by Guangzhou Lizhi. Currently, Guangzhou Huanliao focuses on the operation of Huanliao, an audio-based social app recently launched by us which is still at a nascent stage. In March 2019, Guangzhou Tiya, our wholly owned subsidiary, was established in the PRC. In May 2019, Guangzhou Tiya entered into a series of contractual arrangements with Guangzhou Huanliao and then shareholder of Guangzhou Huanliao, by which Guangzhou Tiya may exert control over Guangzhou Huanliao and consolidate Guangzhou Huanliao s financial statements under U.S. GAAP. For details, please refer to Corporate History and Structure Contractual Arrangements with Our VIEs and Their Respective Shareholders. As such, we refer to each of Hongyi Technology and Guangzhou Tiya as our wholly foreign owned entity, or WFOE, and to each of Guangzhou Lizhi and Guangzhou Huanliao as our variable interest entity, or VIE, in this prospectus. In January 2019, LIZHI INC., our current ultimate holding company, was incorporated under the laws of the Cayman Islands as part of the restructuring transactions in contemplation of this offering. In connection with its incorporation, in March 2019, we completed a share swap transaction and issued ordinary and preferred shares of LIZHI INC. to the then existing shareholders of LIZHI INC., or Lizhi BVI, a company incorporated under the laws of the British Virgin Islands, based on their then respective equity interests held in Lizhi BVI. Lizhi BVI then became our wholly owned subsidiary. For details of the issuances of shares by LIZHI INC. to its shareholders prior to this offering, please refer to Description of Share Capital History of Securities Issuances. In April 2019, SUGAR CHAT PTE. LTD. was incorporated under the laws of Singapore for the purposes of carrying out our overseas operations. We are a holding company and do not directly own any substantive business operations in the PRC. We currently focus our business operations within the PRC through our VIEs, Guangzhou Lizhi and Guangzhou Huanliao. See Risk Factors Risks Related to Our Corporate Structure. Guangzhou Lizhi and Guangzhou Huanliao and their respective subsidiaries hold our ICP License, Internet Culture Operation License, Radio and Television Program Production and Operating Permit, and other licenses or permits that are necessary for our business operations in the PRC. Table of Contents The following diagram illustrates our corporate structure, including our significant subsidiaries and VIEs, immediately upon the completion of this offering, assuming no exercise of the over-allotment option granted to the underwriters. Notes: (1) Beneficial ownership percentages represent beneficial ownership of our total issued and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their over-allotment option. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant, or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person. (2) Voting power percentages represent aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their over-allotment option and including 3,625,000 Class A ordinary shares corresponding to restricted shares granted pursuant to the 2019 Share Incentive Plan, which will become outstanding immediately upon the completion of this offering. Voting power percentage of a person is calculated by dividing the voting power beneficially owned by such person by the voting power of all of our issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class. In respect of matters requiring a shareholder vote, each Class A Table of Contents ordinary share is entitled to one vote and each Class B ordinary share is entitled to 10 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. See also Description of Share Capital Ordinary Shares. (3) The shareholders of Guangzhou Lizhi and their relationship with our company are as follows: (i) Mr. Jinnan (Marco) Lai (84.81%), our founder, Chief Executive Officer and director, and the beneficial owner of the shares held by Voice Future Ltd, one of our shareholders; (ii) Mr. Ning Ding (7.50%), our co-founder, Chief Technology Officer and director, and the beneficial owner of the shares held by Voice Intelligence Ltd, one of our shareholders; and (iii) Zhuhai Dayin Ruoxi Enterprise Management Center (Limited Partnership) (formerly known as Zhuhai Dayin Ruoxi Investment Development Center (Limited Partnership) ( ( )) (7.69%), 99.17% of whose interest is owned by Mr. Jinnan (Marco) Lai. Guangzhou Lizhi operates our Lizhi app. (4) The sole shareholder of Guangzhou Huanliao is Mr. Ning Ding, our co-founder, Chief Technology Officer and director. Guangzhou Huanliao currently focuses on the operation of Huanliao, an audio-based social app recently launched by us. (5) Sugar Chat Inc. and SUGAR CHAT PTE. LTD. currently focus on our overseas business. OUR CORPORATE INFORMATION Our principal executive offices are located at Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou 510655, People s Republic of China. Our telephone number at this address is 86 20 8381-8791. Our registered office in the Cayman Islands is located at the offices of Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc. located at 10 E. 40th Street, 10th Floor, New York, NY 10016. Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our corporate website is www.lizhi.fm. The information contained on our website is not a part of this prospectus. IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY As a company with less than US$1.07 billion in revenue for the last fiscal year, we qualify as an emerging growth company pursuant to the Jumpstart Our Business Startups Act of 2012 (as amended by the Fixing America s Surface Transportation Act of 2015), or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. Pursuant to the JOBS Act, we have elected to take advantage of the benefits of this extended transition period for complying with new or revised accounting standards as required when they are adopted for public companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards. We will remain as an emerging growth company until the earliest of (i) the last day of our fiscal year during which we have total annual gross revenues of at least US$1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a large accelerated filer under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our ADSs that are held by non-affiliates exceeds Table of Contents US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. For details, please refer to Risk Factors Risks Related to This Offering and our American Depositary Shares We are an emerging growth company and may take advantage of certain reduced reporting requirements. CONVENTIONS WHICH APPLY TO THIS PROSPECTUS Unless we indicate otherwise, all information in this prospectus reflects the following: no exercise by the underwriters of their over-allotment option to purchase up to 615,000 additional ADSs representing 12,300,000 of our Class A ordinary shares, par value US$0.0001 per share; and Except where the context otherwise requires and for purposes of this prospectus only: ACG refers to animation, comics and games; AI refers to artificial intelligence; active users or users is used interchangeably in this prospectus and refers to users who visited our Lizhi app at least once in a given period, measured by the number of mobile devices that launched our mobile app in a given period. The number of active users is calculated by treating each distinguishable mobile device as a separate user even though some individuals may access our platform using more than one mobile device and multiple individuals may access our services using the same mobile device. An active user is not necessarily a registered user, since one does not have to register with our Lizhi app in order to access our audio content; ADSs refers to the American depositary shares, each representing 20 of our Class A ordinary shares, par value US$0.0001 per share; average monthly active content creators or average monthly active hosts refers to the monthly average number of active hosts in a given period, calculated by dividing (i) the total number of users who accessed our Lizhi app as a host in a given month, or who historically accessed our Lizhi app as a host and remained an active user in a given month, in each month of such period by (ii) the number of months in the same period; average monthly total interactions for a given period refers to the sum of monthly average number of comments, private messages, posts, likes and multi-user on-air dialogues, to the extent such metrics are applicable in a given period, by our active users; audio entertainment mobile MAUs refers to the number of active users who have accessed our audio entertainment products in a given month; audio entertainment paying ratio in a given period is calculated by dividing (i) average audio entertainment paying users in such period by (ii) average audio entertainment mobile MAUs in the same period; audio entertainment paying user refers to a paying user that has purchased virtual items for our audio entertainment products at least once during the relevant period; average audio entertainment paying users refers to the monthly average number of audio entertainment paying users in a given period, calculated by dividing (i) the total number of audio entertainment paying users in each month of such period by (ii) the number of months in the same period; Table of Contents average paying users refers to the monthly average number of paying users in a given period, calculated by dividing (i) the total number of paying users in each month of such period by (ii) the number of months in the same period; average user click-through rate in a given period is calculated by dividing (i) the daily average number of mobile devices through which users click on podcasts or audio entertainment programs in such period by (ii) the daily average number of mobile devices that received recommendations of such content on our platform in the same period; China or PRC refer to the People s Republic of China, excluding, for the purpose of this prospectus only, Taiwan, Hong Kong and Macau; Class A ordinary shares refers to our Class A ordinary shares, par value US$0.0001 per share; Class B ordinary shares refers to our Class B ordinary shares, par value US$0.0001 per share; daily active user refers to the number of active users on a given day; Founders refers to Mr. Jinnan (Marco) Lai, Mr. Ning Ding and the entities that hold shares on behalf of and are controlled by Mr. Jinnan (Marco) Lai and Mr. Ning Ding, as Mr. Jinnan (Marco) Lai and Mr. Ning Ding so designate; guild refers to an organized group of hosts that recruit, manage, train and support its member hosts; host and content creator refer to a user who has posted a podcast or hosted an audio entertainment program on our platform; IoT refers to the internet of things, a system of interrelated devices, objects and people with ability to transfer data over a network without requiring human interference; iResearch refers to iResearch Consulting Group; MAU market share in a particular market for a given period is calculated by dividing the number of average MAUs of such period on our platform by the total number of average MAUs in such market after eliminating duplicative user accounts on multiple platforms; MAUs refers to the number of active users in a given month; MENA refers to the Middle East and North Africa; ordinary shares prior to the completion of this offering refers to our ordinary shares of par value US$0.0001 per share, and upon and after the completion of this offering, refers to our Class A ordinary shares and Class B ordinary shares, par value US$0.0001 per share; paying user refers to an user that has purchased virtual items or subscribed for paid podcasts at least once during the relevant period. A paying user is not necessarily a unique user, however, as a unique user may set up multiple user accounts on our platform. The number of paying users we present in this prospectus may not be equal to the number of unique individuals who actually purchase or consume virtual items or subscribe for paid podcasts on our platform for any given period; Post-IPO MAA refers to the second amended and restated memorandum and articles of association of our company, which will become effective immediately prior to the completion of this offering; RMB or Renminbi refers to the legal currency of the PRC; total interactions for a given period refers to the sum of monthly average number of comments, private messages, posts, likes and multi-user on-air dialogues, to the extent such metrics are applicable in a given period by our active users; total mobile MAUs refers to the number of active users of our Lizhi app in a given month; Table of Contents total paying ratio in connection with our Lizhi app for a given period is calculated by dividing (i) the average paying users in such period by (ii) the average total mobile MAUs in such period; UGC refers to user-generated content; US$, dollars or U.S. dollars refers to the legal currency of the United States; VIEs refers to variable interest entities; and We, us, our company, and our, refer to LIZHI INC., a Cayman Islands company, its subsidiaries, VIEs and the subsidiaries of its VIEs. We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals or percentages may not be an arithmetic calculation of the figures that preceded them. This prospectus contains information derived from various public sources and certain information from an industry report dated September 11, 2019, as supplemented, that was commissioned by us and prepared by iResearch Consulting Group, or iResearch, a third-party industry research firm, to provide information regarding our industry and market position in China. We refer to this report as the iResearch Report. Such information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the Risk Factors section. These and other factors could cause results to differ materially from those expressed in these publications and reports. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi with respect to the amounts that are recorded on our audited consolidated financial statements are made at RMB6.8755 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 28, 2018, and all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus with respect to the amounts that are not recorded on our audited consolidated financial statements are made at RMB7.1477 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on September 30, 2019. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. On January 3, 2020, the noon buying rate for Renminbi was RMB6.9649 to US$1.00. Table of Contents THE OFFERING Offering price We currently estimate that the initial public offering price will be between US$11.00 and US$13.00 per ADS. ADSs offered by us 4,100,000 ADSs (or 4,715,000 ADSs if the underwriters exercise their over-allotment option in full). The ADSs Each ADS represents 20 of our Class A ordinary shares, par value US$0.0001 per share. The depositary will hold the Class A ordinary shares underlying the ADSs. You will have rights as provided in the deposit agreement. We do not expect to pay dividends in the foreseeable future. If, however, we declare dividends on our Class A ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our Class A ordinary shares, after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement. You may turn in the ADSs to the depositary in exchange for Class A ordinary shares. The depositary will charge you fees for any exchange. We may amend or terminate the deposit agreement without your consent. If you continue to hold the ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended. To better understand the terms of the ADSs, you should carefully read the Description of American Depositary Shares section of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus. Ordinary shares We will issue 82,000,000 Class A ordinary shares represented by ADSs in this offering. Our ordinary shares will be divided into Class A ordinary shares and Class B ordinary shares immediately prior to the completion of this offering. Holders of Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary shares is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to any person who is not a Founder or affiliate of a Founder, each of such Class B ordinary shares will be automatically and immediately converted into one Class A ordinary share. Table of Contents All options, regardless of grant dates, will entitle holders to the equivalent number of Class A ordinary shares once the vesting and exercising conditions on such share-based compensation awards are met. See Description of Share Capital. Ordinary shares outstanding immediately after this offering Immediately upon the completion of this offering, 914,661,090 ordinary shares will be outstanding, comprising 683,446,090 Class A ordinary shares, par value US$0.0001 per share, and 231,215,000 Class B ordinary shares, par value US$0.0001 per share, or 926,961,090 ordinary shares, comprising 695,746,090 Class A ordinary shares, par value US$0.0001 per share, and 231,215,000 Class B ordinary shares, par value US$0.0001 per share, if the underwriters exercise their option to purchase additional ADSs in full, in each case includes 3,625,000 Class A ordinary shares corresponding to restricted shares granted pursuant to the 2019 Share Incentive Plan, which will become outstanding immediately upon the completion of this offering; and excludes 25,428,430 Class A ordinary shares issued to Kastle Limited, which holds such Class A ordinary shares in trust for the benefit of certain of our senior management and directors. Over-allotment option We have granted to the underwriters an option, which is exercisable within 30 days from the date of this prospectus, to purchase up to an aggregate of 615,000 additional ADSs. Use of proceeds We expect to receive net proceeds of approximately US$42.65 million from this offering, based on an assumed initial public offering price of US$12.00 per ADS, the midpoint of the estimated public offering price range shown on the front cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We plan to use 40% of the net proceeds of this offering to develop innovative products, 30% to invest in the application of our AI technologies, and 10% to expand our overseas business, as well as 20% for general corporate purposes. See Use of Proceeds. Listing We have applied to list the ADSs representing our Class A ordinary shares, par value $0.0001 per share, on the Nasdaq Global Select Market, or Nasdaq under the symbol LIZI. Lock-up We, our directors and executive officers, our existing shareholders and certain holders of our share-based awards have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of ADSs or ordinary shares or securities convertible into or exercisable or exchangeable for the ADSs or ordinary shares for a period of 180 days after the date of this Table of Contents prospectus. See Shares Eligible for Future Sale and Underwriting for more information. Payment and settlement The underwriters expect to deliver the ADSs against payment therefor through the facilities of The Depository Trust Company on , 2020. Depositary Deutsche Bank Trust Company Americas.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/SPCE_virgin_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/SPCE_virgin_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cb5089ee8d8c7c4517429ec448aafb3a3eeb5161
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/SPCE_virgin_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus. It may not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the section titled Risk Factors and our historical consolidated financial statements and related notes included in this prospectus. Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to we, our, us and the Company refer to Virgin Galactic Holdings, Inc. and its subsidiaries. Overview We are a vertically-integrated aerospace company, pioneering human spaceflight for private individuals and researchers, as well as a manufacturer of advanced air and space vehicles. Using our proprietary and reusable technologies and supported by a distinctive, Virgin-branded customer experience, we are developing a spaceflight system designed to offer customers, whom we refer to as future astronauts, a unique, multi-day, transformative experience. This culminates in a spaceflight that includes views of Earth from space and several minutes of weightlessness that will launch from Spaceport America, New Mexico. We believe that one of the most exciting and significant opportunities of our time lies in the commercial exploration of space and the development of technology that will change the way we travel across the globe in the future. Together we are opening access to space to change the world for good. Over the past decade, several trends have converged to invigorate the commercial space industry. Rapidly advancing technologies, decreasing costs, open innovation models with improved access to technology and greater availability of capital have driven significant growth in the commercial space market. According to an October 2018 article from the U.S. Chamber of Commerce, the commercial space market is expected to grow 6% per year, from $385 billion in 2017 to at least $1.5 trillion by 2040, reaching 5% of U.S. gross domestic product. As a result of these trends, we believe the exploration of space and the cultivation and monetization of space-related capabilities offer immense potential for the creation of economic value and future growth. Further, we believe we are at the center of these industry trends and well-positioned to capitalize on them by bringing human spaceflight to a broad global population that dreams of traveling to space. The market for commercial human spaceflight for private individuals is new and untapped. As of June 30, 2020, only 576 humans have ever traveled above the Earth s atmosphere into space to become officially recognized as astronauts, cosmonauts or taikonauts. Overwhelmingly, these men and women have been government employees handpicked by government space agencies such as the National Aeronautics and Space Administration ( NASA ) and trained over many years at significant expense. Private commercial space travel has been limited to a select group of individuals who were able to reach space, generally only at great personal expense and risk. We are planning to change that. We believe a significant market opportunity exists to provide high net worth individuals with a dynamic spaceflight experience at a fraction of the expense incurred by other private individuals to date. We believe this market opportunity is supported by the approximately 600 reservations and over $80.0 million of deposits we had booked as of July 30, 2020. Additionally, in February 2020, we launched our One Small Step campaign, which allows interested individuals to place a $1,000 refundable registration deposit towards the cost of a future ticket once we reopen ticket sales and as of July 30, 2020, we had received over 700 One Small Step deposits. We have continued to progress through our test program schedule and our fleet expansion efforts during 2020, despite challenges and delays caused by the COVID-19 pandemic and actions taken in response to the COVID-19 pandemic. We currently expect to advance to the next phase of our test flight program with our first rocket-powered spaceflight from Spaceport America, and our third spaceflight to date, by Fall of 2020. In addition to our internal test flight objectives, this flight will also capture data that will be submitted to the US Federal Aviation Administration (the FAA ), and upon their review and successful determination, will approve us to fly paying customers under our existing commercial spaceflight license. Following a satisfactory review of the flight performance by our team, we would then plan to conduct a second powered spaceflight with a crew of two test pilots in the cockpit and four mission specialists in the cabin. Presuming the results of these previous flights are as expected, we would plan to fly our founder, Sir Richard Branson, on the third spaceflight from Spaceport America, occurring in the first quarter of 2021. Table of Contents Over the last 14 years, we have developed an extensive portfolio of proprietary technologies that are embodied in the highly specialized assets that we have developed or leased to enable commercial spaceflight and address these industry trends. These assets include: Our carrier aircraft, WhiteKnightTwo. WhiteKnightTwo is a twin-fuselage, custom-built aircraft designed to carry our spaceship, SpaceShipTwo, up to an altitude of approximately 45,000 feet, where the spaceship is released for its flight into space. Our carrier aircraft is designed to launch thousands of SpaceShipTwo flights over its lifetime. This reusable launch platform design provides a flight experience and economics similar to commercial airplanes, and may offer a considerable economic advantage over other potential launch alternatives. Additionally, our carrier aircraft has a rapid turnaround time, enabling it to provide frequent spaceflight launch services for multiple spaceships. Our spaceship, SpaceShipTwo. SpaceShipTwo is a reusable spaceship with the capacity to carry two pilots and up to six future astronauts into space before returning them safely to the Earth s surface. SpaceShipTwo is a rocket-powered winged vehicle designed to achieve a maximum speed of over Mach 3 and has a flight duration, measured from the takeoff of our carrier aircraft to the landing of SpaceShipTwo, of up to approximately 90 minutes. SpaceShipTwo s cabin has been designed to optimize the future astronaut s safety, experience and comfort. For example, the sides and ceiling of the spaceship s cabin are lined by more than a dozen windows, offering future astronauts the ability to view the blackness of space as well as stunning views of the Earth below. With the exception of the rocket motor s fuel and oxidizer, which must be replenished after each flight, SpaceShipTwo is designed as a wholly reusable spaceship. Our hybrid rocket motor, RocketMotorTwo. SpaceShipTwo is powered by a hybrid rocket propulsion system, RocketMotorTwo, that propels it on a trajectory into space. The term hybrid rocket refers to the fact that the rocket uses a solid fuel grain cartridge and a liquid oxidizer. The fuel cartridge is consumed over the course of a flight and replaced in between flights. RocketMotorTwo has been designed to provide performance capabilities necessary for spaceflight with a focus on safety, reliability and economy. Its design incorporates comprehensive critical safety features, including the ability to be safely shut down at any time, and its limited number of moving parts increases reliability and robustness for human spaceflight. Furthermore, the motor is made from a benign substance that needs no special or hazardous storage. Spaceport America. The future astronaut flight preparation and experience will take place at our operational headquarters at Spaceport America. Spaceport America is the first purpose-built commercial spaceport in the world and serves as the home of our terminal hangar building, officially designated the Virgin Galactic Gateway to Space. Spaceport America is located in New Mexico on 27 square miles of desert landscape, with access to 6,000 square miles of restricted airspace running from the ground to space. The restricted airspace will facilitate frequent and consistent flight scheduling by preventing general commercial air traffic from entering the area. Additionally, the desert climate and its relatively predictable weather provide favorable launch conditions year-round. Our license from the FAA includes Spaceport America as a location from which we can launch and land our spaceflight system on a routine basis. We have designed our spaceflight system with a fundamental focus on safety. Important elements of our safety design include horizontal takeoff and landing, highly reliable and rigorously tested jet engines on our carrier aircraft, two pilots in our carrier aircraft and the spaceship to provide important redundancy, a proprietary feathering system that allows the spaceship to properly align for re-entry with limited pilot input, extensive screening and training of our pilots, and the ability to safely abort at any time during the mission. In 2016, the FAA granted us our commercial space launch license with a limited number of verification and validation steps that must be completed before the FAA will clear us to include future astronauts on our spaceflights. Specifically, we are required by the FAA to submit final integrated vehicle performance results conducted in an operational flight environment, including final configuration of critical systems and aspects of the environmental control system and human factors performance. We have been submitting these verification reports throughout the test program and anticipate that the final two reports will be submitted following the successful completion of our next powered flight from Spaceport America by the end of 2020. Table of Contents Our goal is to offer our future astronauts an unmatched, safe and affordable journey to space without the need for any special prior experience or significant prior training and preparation. We have worked diligently for over a decade to plan every aspect of the future astronaut s journey to become an astronaut, drawing on a world-class team with extensive experience with human spaceflight, high-end customer experiences and reliable transportation system operations and safety. Each future astronaut will spend four days at Spaceport America, with the first three days spent on pre-flight training and the spaceflight itself occurring on the fourth day. In space, they will be able to exit their seats and experience weightlessness, floating about the cabin and positioning themselves at one of the many windows around the cabin sides and top. After enjoying several minutes of weightlessness, our astronauts will maneuver back to their own seats to prepare for re-entry and the journey back into the Earth s atmosphere. Upon landing, astronauts will disembark and join family and friends to celebrate their achievements and receive their astronaut wings. We have historically sold spaceflight tickets at a price point of up to $250,000 per ticket. Given demand for human spaceflight experiences and the limited available capacity, however, we expect the price of our tickets to increase for a period of time. We also anticipate offering premium pricing options for future astronauts with an interest in further customizing or enhancing their astronaut journey. As of July 30, 2020, we had reservations for approximately 600 spaceflight tickets and over $80.0 million in deposits. We believe these sales are largely attributable to the strength and prominence of the Virgin Galactic brand, which has driven many of our future astronauts directly to us with inbound requests. Additionally, in February 2020, we launched our One Small Step campaign which allows interested individuals to place a $1,000 refundable registration deposit towards the cost of a future ticket once we reopen ticket sales and as of July 30, 2020, we had received over 700 One Small Step deposits. As we transition to full commercialization, we intend to take a more active role in marketing and selling our spaceflight experience. Given that sales of spaceflights are consultative and generally require a one-on-one sales approach, we intend to go to market using our direct sales organization and may expand the reach of that organization using a global network of high-end travel professionals that we refer to as Accredited Space Agents . Our chief executive officer spent more than 30 years working at The Walt Disney Company, most recently as its President and Managing Director, Disney Parks International, and leads a senior management team with extensive experience in the aerospace industry, including the former Chief of Staff for NASA as well as NASA s space shuttle launch integration manager. Our team of pilots is similarly experienced, with over 216 years of collective flight experience, and includes former test pilots for NASA, the Royal Air Force, the U.S. Air Force, the Italian Air Force and the U.S. Marine Corps. Our commercial team is managed and supported by individuals with significant experience and success in building and growing a commercial spaceflight brand, selling spaceflight reservations and managing the pre-flight future astronaut community. Risks Associated with Our Business Our business is subject to a number of risks and uncertainties, including those highlighted under Risk Factors immediately following this prospectus summary. These risks include: We have incurred significant losses since inception, we expect to incur losses in the future and we may not be able to achieve or maintain profitability. The success of our business will be highly dependent on our ability to effectively market and sell human spaceflights. A pandemic outbreak of a novel strain of coronavirus, also known as COVID-19, has disrupted and may continue to adversely affect our business operations and our financial results. We anticipate commencing commercial spaceflight operations with a single spaceflight system, which has yet to complete flight testing. Any delay in completing the flight test program and the final development of our existing spaceflight system would adversely impact our business, financial condition and results of operations. Any inability to operate our spaceflight system after commercial launch at our anticipated flight rate could adversely impact our business, financial condition and results of operations. Table of Contents Unsatisfactory safety performance of our spaceflight systems could have a material adverse effect on our business, financial condition and results of operation. Our investments in developing new offerings and technologies and exploring the application of our existing proprietary technologies for other uses and those offerings, technologies or opportunities may never materialize. The Virgin brand is not under our control, and negative publicity related to the Virgin brand name could materially adversely affect our business. Our business is subject to a wide variety of extensive and evolving government laws and regulations. Failure to comply with such laws and regulations could have a material adverse effect on our business. Corporate History and Background We were initially formed on May 5, 2017 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On October 25, 2019, we domesticated as a Delaware corporation and consummated the merger transactions contemplated by the Agreement and Plan of Merger, dated as of July 29, 2019, as amended on October 2, 2019, by and among us, Vieco USA, Inc. ( Vieco US ), Vieco 10 Limited ( Vieco 10 ), TSC Vehicle Holdings, Inc., ( TSCV ), Virgin Galactic Vehicle Holdings, Inc., ( VGVH ), Virgin Galactic Holdings, LLC ( VGH LLC and, collectively with TSCV and VGVH, the VG Companies ), and the other parties thereto (the Virgin Galactic Business Combination ). From the time of our formation to the time of the consummation of the Virgin Galactic Business Combination in October 2019, our name was Social Capital Hedosophia Holdings Corp. Our principal executive offices are located at 166 North Roadrunner Parkway, Suite 1C, Las Cruces, NM 88011, and our telephone number is (575) 424-2100. We maintain a website at www.virgingalactic.com. The information contained on our website is not intended to form a part of, or be incorporated by reference into, this prospectus or the registration statement of which this prospectus is a part. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/SPRB_spruce_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/SPRB_spruce_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3f1894f7ae08ba28bedd7b948eb5c617991d6c59
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/SPRB_spruce_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections in this prospectus titled Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless otherwise indicated, all references in this prospectus to Spruce, the company, we, our, us or similar terms refer to Spruce Biosciences, Inc. Overview We are a late-stage biopharmaceutical company focused on developing and commercializing novel therapies for rare endocrine disorders with significant unmet medical need. We are initially developing our wholly-owned product candidate, tildacerfont, as the potential first non-steroidal therapy to offer markedly improved disease control and reduce steroid burden for patients suffering from classic congenital adrenal hyperplasia, or CAH. Classic CAH is a serious and life-threatening disease with no known novel therapies approved in approximately 50 years. In a 12-week Phase 2a proof-of-concept clinical trial, tildacerfont-treated patients suffering from classic CAH who had poor disease control despite being on standard of care therapy achieved approximately 80% reductions in hormones that are key indicators of poor disease control. Furthermore, 163 subjects across six clinical trials to date have been administered tildacerfont with no drug-related serious adverse events, or SAEs, reported. We have initiated a placebo-controlled, double-blind Phase 2b clinical trial in adult patients with classic CAH with poor disease control and anticipate topline results in the fourth quarter of 2021 or the first quarter of 2022. We have also initiated a second Phase 2b clinical trial in adult patients with classic CAH with good disease control focused on glucocorticoid reduction and anticipate topline results in the first half of 2022. Based on post-hoc analyses of our clinical data to date, we have chosen to target two distinct groups of classic CAH patients with either good disease control or poor disease control. These two groups, which together make up the entire classic CAH patient population, have differing disease challenges centered on excessive adrenal androgen levels or excessive glucocorticoid usage, both of which have the potential to be addressed by treatment with tildacerfont, if approved. We believe our strategy may enable us to observe clinically meaningful outcomes with fewer total patients studied. Additionally, we believe these two clinical trials will provide sufficient patient exposures for our registrational safety database. Assuming positive results in the glucocorticoid reduction trial, we plan to meet with the U.S. Food and Drug Administration, or FDA, and comparable foreign regulatory authorities in 2022 to discuss registration. In addition, we plan to initiate a pediatric development program in classic CAH in the second half of 2021. We have received initial feedback from the FDA on our planned Phase 2 clinical trial of tildacerfont in children as young as two years of age with classic CAH, and we are also in discussions with the European Medicines Agency, or EMA, to gain their feedback. Beyond classic CAH, we believe tildacerfont has utility in a range of diseases where the underlying biology supports a need to reduce excess secretion of adrenocorticotropic hormone, or ACTH. We are committed to leveraging our deep scientific knowledge of the biology of rare endocrine disorders, the unique benefits of tildacerfont, and our commercial expertise to dramatically transform the lives of individuals living with these devastating disorders. Classic CAH is an autosomal recessive disease, driven by a mutation in the gene that encodes an enzyme necessary for the synthesis of key adrenal hormones. In all classic CAH patients, the body is Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS (SUBJECT TO COMPLETION) OCTOBER 5, 2020 5,000,000 Shares Common Stock This is an initial public offering of shares of common stock of Spruce Biosciences, Inc. We are offering 5,000,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. We have applied to list our common stock on the Nasdaq Global Market under the symbol SPRB. We expect that the initial public offering price will be between $14.00 and $16.00 per share. We are an emerging growth company under applicable Securities and Exchange Commission rules and have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. Our business and an investment in our common stock involve significant risks. These risks are described under the caption Risk Factors beginning on page 13 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to Spruce Biosciences, Inc. $ $ (1) See the section titled Underwriting for additional information regarding compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase up to an additional 750,000 shares of common stock from us at the public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the shares of common stock to purchasers on , 2020. Cowen SVB Leerink Credit Suisse RBC Capital Markets , 2020 Table of Contents not able to produce cortisol, leading to serious health consequences. In the absence of cortisol, patients can face adrenal crisis and death rapidly as a result of any stressing event. Physicians administer replacement steroid hormones to reduce the risk of adrenal crises and death; however, replacement alone is not sufficient to address all of the consequences associated with classic CAH. The absence of cortisol alters the normal feedback cycle of the hypothalamic-pituitary-adrenal, or HPA, axis, and leads to excess secretion of ACTH, hyperplasia of the adrenal gland, and consequently high levels of endogenous androgen production. As a result, classic CAH patients suffer from premature puberty, impaired fertility, hirsutism, acne, the development of adrenal rest tumors, and an impaired quality of life, and additionally for females, virilized genitalia and menstrual irregularities. Currently, the only way to downregulate the production of excess androgens in classic CAH patients is to administer even higher doses of glucocorticoids, known as supraphysiologic glucocorticoid dosing. These elevated dose levels present specific side effects, including increased risks of developing diabetes, cardiovascular disease, stunted growth, osteoporosis, thin skin, gastrointestinal disorders, and decreased lifespan. Due to the severity of the disease, most developed countries have established newborn screening programs to test for classic CAH at birth. Infants with classic CAH are generally initiated on glucocorticoid therapy at the time of diagnosis and lifelong disease management is required, with pediatric patients generally transitioning into the care of adult endocrinologists between the ages of 18 and 21. Due to the complexity of management of classic CAH, in the United States, patients are generally managed within specialty endocrinology clinics, and in the European Union, or EU, most countries have a small number of centers of excellence addressing the population. We estimate the total classic CAH populations are approximately 20,000 to 30,000 people in the United States and approximately 50,000 people in the EU, and, according to the National Organization for Rare Disorders, the estimated incidence of classic CAH in the United States and Europe is between one in 10,000 and one in 15,000 live births. In addition, we estimate based on industry reports that the global market opportunity in patients with classic CAH is at least approximately $3.0 billion. Tildacerfont is a potent and highly selective, non-steroidal, oral antagonist of the CRF1 receptor, which is the receptor for corticotropin-releasing factor, or CRF. CRF, which is secreted by the hypothalamus, is most abundantly expressed in the pituitary gland and in the neocortex, and is the primary regulator of the HPA axis. By blocking the CRF1 receptor, tildacerfont has the potential to address the uncontrolled cortisol feedback regulatory pathway in CAH, and in turn reduce the production of ACTH in the pituitary, limiting the amount of androgen produced downstream from the adrenal gland. We believe that by controlling excess adrenal androgens through an independent mechanism, tildacerfont could reduce the unwanted clinical symptoms associated with high androgen exposure. Tildacerfont use could also enable treating physicians to lower the supraphysiologic glucocorticoid doses given to classic CAH patients to near physiologic levels, thus reducing or avoiding the long-term and serious side effects associated with the chronic use of high dose glucocorticoids. Tildacerfont has been evaluated in six clinical trials in which it has been generally well tolerated. No drug-related SAEs have been reported related to tildacerfont treatment. To date, we have completed two Phase 2 clinical trials in patients with classic CAH, a two-week proof-of-mechanism dose ranging clinical trial, and a 12-week proof-of-concept clinical trial, in which we observed that tildacerfont led to the decrease in the levels of a series of hormones associated with adrenal hyperplasia and androgen synthesis, both of which are key indicators of poor disease control. In our 12-week clinical trial, of patients with highly elevated hormones and androgens at baseline, 60% achieved normalization of ACTH, one subject at week two prior to discontinuation and two subjects during month three, and 40% achieved normalization of androstenedione, or A4, during month three. A4 is an androgen steroid routinely used as a biomarker of androgen synthesis by the adrenal gland. Table of Contents TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/SPRY_ars_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/SPRY_ars_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/SPRY_ars_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/SPT_sprout_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/SPT_sprout_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/SPT_sprout_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/STLY_hg_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/STLY_hg_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3338575e45a897cbe0aa3d0cb11b38dd96658bb3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/STLY_hg_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus. This summary is not complete and may not contain all of the information that you should consider before deciding whether or not you should exercise your rights. You should read the entire prospectus carefully, including the section entitled Risk Factors beginning on page 12 of this prospectus and all other information included in this prospectus in its entirety before you decide whether to exercise your rights. HG Holdings, Inc. General We were incorporated in Delaware in 1984. Until March 2, 2018, we were a leading design, marketing and distribution resource in the upscale segment of the wood residential furniture market. On March 2, 2018, we sold substantially all our assets and changed our name to HG Holdings, Inc. On March 19, 2019, we acquired an equity interest in HC Government Realty Trust, Inc., a Maryland corporation ( HC Realty ). HC Realty currently owns and operates a portfolio of 20 single-tenant properties leased entirely to the United States of America for occupancy by federal agencies including the Federal Bureau of Investigation, the Drug Enforcement Administration, the Social Security Administration and the Department of Transportation. Asset Sale On March 2, 2018, we sold substantially all of our assets (the Asset Sale ) to Stanley Furniture Company LLC, formerly Churchill Downs LLC ( Buyer ), pursuant to the terms of the Asset Purchase Agreement, dated as of November 20, 2018, as amended by the First Amendment thereto dated January 22, 2018 (the Asset Purchase Agreement ). As part of the consideration for the Asset Sale, Buyer paid a purchase price consisting of cash in the amount of approximately $10.8 million (of which approximately $1.3 million was used to pay the outstanding amount under our credit agreement), and a subordinated secured promissory note in the principal amount of approximately $7.4 million (the Original Note ). In connection with the Asset Sale, we indicated our board of directors would evaluate alternatives for use of the cash consideration from the Asset Sale, including using a portion of the cash to either repurchase our common stock or pay a special dividend to stockholders and also using a portion of the cash to acquire non-furniture related assets that will allow us to potentially derive a benefit from our net operating loss carryforwards. Our board of directors determined not to pay a special dividend. Our board does not intend to repurchase additional shares of our common stock at this time and anticipates retaining the remaining cash for use in acquiring non-furniture related assets and to fund operating expenses until an acquisition. We are making this rights offering to raise additional cash for acquisitions which could provide us greater resources and flexibility in acquiring non-furniture assets, including purchasing additional stock or debt of HC Realty. Stone & Leigh Asset Sale On September 6, 2018, the Buyer sold certain of its assets, including certain inventory and the Stone & Leigh tradename (the S&L Asset Sale ) to Stone & Leigh, LLC ( S&L ), which is owned by a group which includes Matthew W. Smith, the Company s former interim Chief Executive Officer. As a part of the S&L Asset Sale, the Buyer assigned to S&L certain of its rights and obligations under the Original Note issued to the Company in March 2018 as partial consideration for the Asset Sale. In connection with the assignment, the Company entered into an Amended and Restated Subordinated Secured promissory note with the Buyer (the A&R Note ) with a principal amount as of the assignment date of $3.3 million and a new Subordinated Secured Promissory Note with S&L (the S&L Note ) with a principal amount of $4.4 million as of the assignment date. For further information on the A&R Note and S&L Note, see Forbearance Agreement with respect to Second A&R Note and Prepayment on page 2 and Note 4 of the Notes to Consolidated Financial Statements in Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2019, which is attached hereto as Annex A. Acquisition of Equity Interest in HC Government Realty Trust, Inc. On March 19, 2019, we purchased 300,000 shares of HC Realty s Common Stock (the HC Realty Common Stock ) for an aggregate purchase price of $3,000,000 and 200,000 shares of HC Realty s 10.00% Series B Cumulative Convertible Preferred Stock (the HC Realty Series B Stock ) for an aggregate purchase price of $2,000,000. At December 31, 2019, we owned approximately 16.4% of the as-converted equity interest of HC Realty; however, we do not control HC Realty as a result of our current ownership interest. If the rights offering is fully subscribed, we anticipate using the proceeds of the rights offering to acquire a sufficient number of shares of HC Realty Series B Stock to control HC Realty as a result of our equity ownership of HC Realty. See Recent Developments on page 3 for information on additional purchases of HC Realty Series B Stock. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 If sufficient shares of common stock are available, we will seek to honor your over-subscription request in full. If, however, over-subscription requests exceed the number of shares of common stock available for sale in the rights offering, we will allocate the available shares of common stock pro rata among each person properly exercising the over-subscription privilege in proportion to the number of shares of common stock each person subscribed for under the basic subscription privilege. If this pro rata allocation results in any person receiving a greater number of shares of common stock than the person subscribed for pursuant to the exercise of the over-subscription privilege, then such person will be allocated only that number of shares for which the person over-subscribed, and the remaining shares of common stock will be allocated among all other persons exercising the over-subscription privilege on the same pro rata basis described above. The proration process will be repeated until all shares of common stock have been allocated or all over-subscription requests have been satisfied, whichever occurs earlier. In order to properly exercise your over-subscription privilege, you must deliver the subscription payment related to your over-subscription privilege prior to the expiration of the rights offering. Because we will not know the total number of unsubscribed shares prior to the expiration of the rights offering, if you wish to maximize the number of shares you purchase pursuant to your over-subscription privilege, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of shares of our common stock that may be available to you (i.e., for the maximum number of shares of our common stock available to you, assuming you exercise all of your basic subscription privilege and are allotted the full amount of your over-subscription as elected by you). For more information, see the section entitled The Rights Offering Over-Subscription Privilege. Fractional common shares resulting from the exercise of the over-subscription privilege will be eliminated by rounding down to the nearest whole share, with the total subscription payment being adjusted accordingly. Am I required to exercise all of the rights I receive in the rights offering? No. You may exercise any number of your subscription rights, or you may choose not to exercise any subscription rights. However, if you choose not to exercise your basic subscription privilege in full, the relative percentage of our shares of common stock that you own will decrease, and your voting and other rights will be diluted. In addition, if you do not exercise your basic subscription privilege in full, you will not be entitled to participate in the over-subscription privilege. For more information, see How many shares of common stock will be outstanding after the rights offering? in this section. Will our officers, directors and significant stockholders be exercising their subscription rights? Our officers, directors and greater than 5% beneficial stockholders may participate in this offering at the same subscription price per share as all other purchasers, but none of our officers, directors or greater than 5% beneficial stockholders are obligated to so participate. Hale Partnership Fund, L.P. and related parties (the Hale Funds ), which in the aggregate, as of the record date, owned approximately 23.8% of our outstanding shares, have indicated that they intend to participate in the rights offering and to fully subscribe for additional shares pursuant to the over-subscription privilege. However, there is no guarantee or commitment that the Hale Funds will ultimately decide to exercise any of their rights, including their basic or over-subscription privilege. Steven A. Hale II, our Chairman and Chief Executive Officer, is the manager of the investment advisor and general partner of each of the Hale Funds. Has our board of directors made a recommendation to our stockholders regarding the exercise of rights under the rights offering? No. Our board of directors is making no recommendation regarding your exercise of the subscription rights. Stockholders who exercise their subscription rights risk loss on their investment. We cannot assure you that the market price of our common stock will be above the subscription price or that anyone purchasing shares at the subscription price will be able to sell those shares in the future at the same price or a higher price. You are urged to make your decision based on your own assessment of our business and the rights offering. Please see the section entitled Risk Factors for a discussion of some of the risks involved in investing in our common stock. Certain other investors, including certain investors affiliated with Hale Partnership Capital Management, LLC ( HPCM ), purchased an additional 850,000 shares of HC Realty Series B Stock for an aggregate purchase price of $8,500,000 on March 19, 2019. While some of these investors have other investments with HPCM, each of these investors made a separate and direct investment in HC Realty and HPCM does not receive management fees, performance fees, or another economic benefit with respect to these investor s investment in HC Realty Series B Stock. On March 21, 2019, HC Realty s board of directors excepted the acquisitions of HC Realty Common Stock and/or HC Realty Series B Stock as discussed above from the ownership restrictions included in HC Realty s articles of incorporation. On March 19, 2019, we, together with certain other lenders, including certain entities affiliated with HPCM (collectively, the Lenders ), entered into a loan agreement (the Loan Agreement ) with HC Realty s operating partnership, and HCM Agency, LLC, as collateral agent (the Agent ), pursuant to which the Lenders provided HC Realty s operating partnership with a $10,500,000 senior secured term loan (the Initial Term Loan ), of which $2,000,000 was provided by us. The Agent is affiliated with HPCM. In connection with the transactions discussed above, Steven A. Hale II, our Chairman and Chief Executive Officer, was appointed to serve as HC Realty s Chairman and Chief Executive Officer. In addition, Mr. Hale, Brad G. Garner, our Principal Financial and Accounting Officer, and Matthew A. Hultquist, one of our directors, were each appointed to serve as directors of HC Realty. HC Realty s Board of Directors is composed of five directors. Initially Messrs. Hale, Garner and Hultquist received no compensation from HC Realty for serving in these roles; however, in October 2019, Mr. Hale began to receive a salary of $225,000 for serving as Chairman and Chief Executive Officer of HC Realty. In addition in October 2019, Mr. Hale received a share grant of 31,381 shares of HC Realty Common Stock in connection with his service as Chairman and Chief Executive Officer of HC Realty and Mr. Garner received a restricted stock award of 4,882 shares of HC Realty Common Stock for his service as a director of HC Realty which shares vest on the one year anniversary of the grant. In October 2019, Mr. Hultquist also became part-time employee of HC Realty providing advice identifying properties for acquisition as well as acquisition assistance. As a result, our board of directors has determined that Mr. Hultquist is no longer an independent director. Our board intends to add a least one additional independent director to the board during 2020. See Annex C of this prospectus for additional information on HC Realty Common Stock, HC Realty Series B Stock and the Loan Agreement. See Annexes C, D and E of this prospectus for additional information on HC Realty. Forbearance Agreement with respect to Second A&R Note and Prepayment On February 7, 2019, the A&R Note was amended and Buyer delivered a Second Amended and Restated Subordinated Promissory Note (the Second A&R Note ). On August 21, 2019, we delivered a notice of default (the Notice of Default ) to the Buyer with respect to the Second A&R Note. On October 31, 2019, we entered into a Forbearance Agreement (the Forbearance Agreement ) with the Buyer and certain affiliates (the Loan Parties) pursuant to which we agreed to forbear from exercising our rights and remedies under the Second A&R Note until February 24, 2020 or earlier in the event of (i) a default occurring under the Second A&R Note other than specified previous defaults acknowledged in the Forbearance Agreement or (ii) a breach of the Forbearance Agreement by the Buyer or affiliated parties. The Forbearance Agreement became effective on November 1, 2019 (the Effective Date ) when the Buyer paid us $220,000 and certain other conditions were satisfied. The Forbearance Agreement also required the Buyer to make additional payments (the Forbearance Period Payments ) to us, which payments were made and applied to the outstanding principal balance of the Second A&R Note. During the period the forbearance is in effect, the Buyer agreed to maintain a minimum collateral value of not less than $2 million. The Buyer had certain cure rights in the event the minimum collateral value was not met. We agreed to accept the following discounted payments in satisfaction of the Second A&R Note if the forbearance period was not terminated: (i) on or before the 90th day after the Effective Date, $2,230,000 less the sum of all Forbearance Period Payments and payments made to cure a minimum collateral value shortfall and (ii) after the 90th day following the Effective Date, $2,530,000 less Forbearance Period Payments and payments made to cure a minimum collateral value shortfall. On February 24, 2020, we and the Loan Parties entered into a letter agreement (the Forbearance Extension Letter Agreement ) extending the original outside termination date for the forbearance period under the Forbearance Agreement from February 24, 2020 to February 26, 2020. The other terms and condition of the Forbearance Agreement remained the same. The forbearance period terminated on February 26, 2020 under the terms of the Forbearance Extension Letter Agreement and the Forbearance Agreement. TABLE OF CONTENTS Part I Page Item 1 Business 3 Item 1A
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/STRG_starguide_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/STRG_starguide_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fb0ee8bc2ee92f01e7a015ecd40c0ac29b8b64bf
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/STRG_starguide_prospectus_summary.txt
@@ -0,0 +1,164 @@
+SUMMARY OF PROSPECTUS
+
+ 
+
+5
+
+GENERAL INFORMATION ABOUT OUR COMPANY
+
+ 
+5
+
+THE OFFERING
+
+ 
+5
+
+RISK FACTORS
+
+ 
+
+6
+
+RISKS ASSOCIATED WITH OUR COMPANY
+
+ 
+6
+
+RISKS ASSOCIATED WITH THIS OFFERING
+
+ 
+8
+
+USE OF PROCEEDS
+
+ 
+
+11
+
+DETERMINATION OF OFFERING PRICE
+
+ 
+
+11
+
+DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
+
+ 
+
+11
+
+PLAN OF DISTRIBUTION
+
+ 
+
+12
+
+OFFERING WILL BE SOLD BY OUR OFFICER AND DIRECTOR
+
+ 
+12
+
+TERMS OF THE OFFERING
+
+ 
+13
+
+DEPOSIT OF OFFERING PROCEEDS
+
+ 
+13
+
+PROCEDURES FOR AND REQUIREMENTS FOR SUBSCRIBTION
+
+ 
+13
+
+DESCRIPTION OF SECURITIES
+
+ 
+13
+
+INTEREST OF NAMED EXPERTS AND COUNSEL
+
+ 
+13
+
+DESCRIPTION OF BUSINESS
+
+ 
+
+13
+
+LEGAL PROCEEDINGS
+
+ 
+
+16
+
+MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
+
+ 
+16
+
+FINANCIAL STATEMENTS
+
+ 
+17
+
+MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
+
+ 
+17
+
+CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
+
+AND FINANCIAL DISCLOSURE
+
+ 
+19
+
+DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON
+
+ 
+
+19
+
+EXECUTIVE COMPENSATION
+
+ 
+
+20
+
+SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
+
+ 
+21
+
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+
+ 
+
+21
+
+INDEMNIFICATION 
+
+ 
+
+21
+
+AVAILABLE INFORMATION
+
+ 
+
+22
+
+ 
+
+4
+
+STARGUIDE GROUP, INC.
+
+275 Jatwada, Dasna Gate near Old Bus Stand
+
+Ghaziabad, Uttar Pradesh, India 201002
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/STTK_shattuck_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/STTK_shattuck_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/STTK_shattuck_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/TARS_tarsus_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/TARS_tarsus_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/TARS_tarsus_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/TELA_tela-bio_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/TELA_tela-bio_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/TELA_tela-bio_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/TLS_telos-corp_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/TLS_telos-corp_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1be23ee9f8f27c40de1db6a2b69efa1b11beb590
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/TLS_telos-corp_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information set forth in greater detail elsewhere or incorporated by reference in this prospectus and, because it is a summary, it does not contain all of the information that you should consider before deciding to invest in our common stock. Before you decide to invest in our common stock, you should read this entire prospectus carefully, including Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and the related notes included or incorporated by reference into this prospectus. Some of the statements in this prospectus constitute forward-looking statements. See Cautionary Note Regarding Forward-Looking Statements. Business Overview Our Company Telos Corporation offers technologically advanced, software-based security solutions that empower and protect the world s most security-conscious organizations against rapidly evolving, sophisticated and pervasive threats. Our portfolio of security products, services and expertise empower our customers with capabilities to reach new markets, serve their stakeholders more effectively, and successfully defend the nation or their enterprise. We protect our customers people, information, and digital assets so they can pursue their corporate goals and conduct their global missions with confidence in their security and privacy. Our customer base consists of the U.S. federal government, large commercial businesses, state and local governments, as well as international customers. Our federal government customers include the Department of Defense ( DoD ), the Central Intelligence Agency ( CIA ) and multiple other agencies within the Intelligence Community ( IC ), and multiple civilian agencies, including the Department of Homeland Security ( DHS ), the U.S. Department of State ( DoS ), and the Federal Bureau of Investigation ( FBI ). Our commercial customers include Fortune 500 enterprises such as Amazon.com, Inc., Citigroup Inc., Microsoft Corporation, and salesforce.com, inc. We have conducted business with over 350 customers in each of the last three years. For the nine months ended September 30, 2020, approximately 50% of our revenue was derived from sole source contracts or contracts for which we had limited competition. Our customers are highly targeted by cyber attackers and require continuous real-time insights to make informed decisions about how to effectively balance the constraints of security risk with the freedom to act and decide in the best interests of the organization and the greater good of the public. Our advanced security solutions help protect and ensure confidence in the information that is vital to the world s most important commercial and governmental organizations, national security, and mission success for the warfighter. Our revenue growth trajectory began to accelerate in 2018 as we increased our investment into new products and solutions. Our security solutions are the ultimate product of the investment of approximately 3,000 man-years developing our intellectual property and highly sophisticated software technology. These investments helped us expand with commercial customers, as well as win additional contracts within the military and the IC. Revenue grew from $107.7 million in 2017 to $138.0 million in 2018 and to $159.2 million in 2019, representing annual growth rates of 28.1% and 15.4%, respectively. Once our security solutions are imbedded in our customers technology infrastructure, these customer relationships often expand and lead to us providing additional security solutions. As a consequence, we believe that our customer turnover is low and, based on historical experience, approximately 85% of our revenue is recurring, as discussed further below. Our business consists of solution sales that generally are renewed on an annual basis and large programs that are executed through long-term contracts, often five to ten years in duration. We believe that the nature of our work lends itself to trusted and long-term relationships with our customers, which results in a high recurrence of ongoing customer revenue streams. As a result, much of our revenue is highly predictable. We develop our annual budgeted revenue by estimating for the upcoming year our continuing business from existing customers and active contracts. We consider backlog, both funded and unfunded, other expected annual renewals, and expansion planned by our current customers. In the context of our current customer portfolio, we view recurring revenue as revenue that occurs often and repeatedly. In each of the last three years, recurring revenue has exceeded 85% of our annual revenue. Our total budgeted revenue is the combination of recurring revenue and a forecast of new business. We expect our growth to accelerate beginning in 2021 and 2022 due to, among other factors, recent contract awards that are significant to our business. Notable recent awards include an expanded contract with a U.S. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any state or other jurisdiction in which the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED NOVEMBER 16, 2020 TELOS CORPORATION 12,352,942 Shares of Common Stock We are offering shares of our common stock, par value $0.001 per share. We currently estimate that the initial public offering price of our common stock will be between $16 and $18. This is our initial public offering, and prior to this offering there has been no public market for our common stock. We have filed an application for our common stock to be listed on The Nasdaq Global Market under the symbol TLS . We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, and will be subject to reduced public reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company. Investing in our common stock involves risk. See Risk Factors beginning on page 16. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $ (1) We refer you to the section titled Underwriting beginning on page 73 for additional information regarding underwriting compensation. We have granted to the underwriters an option to purchase up to 1,852,941 additional shares of common stock to cover overallotments, if any, exercisable at any time until 30 days after the date of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock against payment on , 2020. B. Riley Securities BMO Capital Markets Needham & Company Colliers Securities LLC D.A. Davidson & Co. Northland Capital Markets Wedbush Securities MKM Partners The date of this prospectus is , 2020. TABLE OF CONTENTS government agency for our Telos Ghost managed intelligence support solution and contract wins under the Transportation Security Administration ( TSA ) PreCheck enrollment program and a program with The Centers for Medicare and Medicaid Services ( CMS ). We believe the Telos Ghost contract will generate approximately $4 million to $5 million of incremental revenue in 2021 and represents a platform for potential further growth through military and civilian government units during and after 2021. The TSA PreCheck enrollment program a 10-year contract on which we are one of three vendors is expected to launch in early 2021. TSA estimates the market for TSA PreCheck enrollments is 2 million to 5 million travelers annually over the term of the contract, and we believe that the share of those enrollments we may secure on an average annual basis over that term should grow to approximately 30% to 40% of those travelers. We anticipate charging $85 for each TSA PreCheck membership transaction, with the possibility that additional revenue may be generated from co-marketing efforts. The CMS program a 10-year indefinite delivery/indefinite quantity contract under which we anticipate providing services beginning in 2021 involves our FBI-certified biometric enrollment solution. CMS estimates that approximately 1.5 million healthcare workers will obtain background checks annually under the program, and we believe we are well-positioned to secure this work over the 10-year contract term. Based on these and other assumptions, we believe these programs collectively may grow from a base of approximately $11 million in revenue in 2020 to between $75 million and $80 million in revenue and in excess of $135 million in revenue in 2021 and 2022, respectively. For these reasons, we anticipate that these recent contract awards, combined with our organic growth as well as other opportunities for business expansion, will contribute to rapidly accelerating revenue growth beginning in 2021 and 2022. With the proceeds from this offering, we intend to pursue additional opportunities to grow revenue, expand margins, simplify our capital and corporate structure, and repay our outstanding senior and subordinated debt. Specifically, we intend to expand our internal direct sales force, build sales and distribution channels for our products, and continue to invest in research and development. We also intend to repurchase the non-controlling interest in Telos Identity Management Solutions LLC ( Telos ID ) for $30 million in cash and approximately 7.3 million shares of our common stock, convert our Exchangeable Redeemable Preferred Stock (with accrued principal and dividends of approximately $142.6 million at the transaction date) for approximately $109.1 million of cash and 1.1 million shares of common stock, and repay $20.9 million of debt at the transaction date. Our Mission: Cyber, Cloud, and Enterprise Security Our mission is to protect our customers people, systems, and vital information assets with offerings for cybersecurity, cloud security, and enterprise security. In the current global environment, our mission is more critical than ever. The emergence of each new information and communications technology ( ICT ) introduces new vulnerabilities, as security is still too often overlooked in solution development. Networks and applications meant to enhance productivity and profitability often jeopardize an organization due to poor planning, misconfiguration, or an unknown gap in security. Ransomware, insider threats, cybercrime, and advanced persistent threats continue to menace public and private enterprises across all industries. Cybersecurity, cloud security, and enterprise security of the modern organization share much in common, yet also call for a diverse range of skills, capabilities, and experience in order to meet the requirements of security-conscious customers. Decades of experience in developing, orchestrating, and delivering solutions across these three domains gives us the vision and the confidence to provide solutions that empower and protect the enterprise at an integrated, holistic level. Our experience in addressing challenges in one area of an enterprise helps us meet requirements in others. We understand that a range of complementary capabilities may be needed to solve a single challenge, and we also recognize when a single solution might address multiple challenges. Our security solutions span across the following domains: Cybersecurity We help our customers ensure the ongoing security, integrity, and compliance of their on-premises and related cloud-based systems, reducing threats and vulnerabilities in order to foil cyber adversaries before they can attack. Our consultants assess our customers security environments and then design, engineer, and operate the systems they need to strengthen their cybersecurity posture. Cloud Security The cloud as an organizational resource is more than two decades old, yet the needs of cloud users are constantly changing. We offer the specialized skills and experience needed to help our customers plan, engineer, and execute secure cloud migration strategies and then ensure ongoing management and security in keeping with the leading standards for cloud-based systems and workloads. TABLE OF CONTENTS TABLE OF CONTENTS PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/TNXP_tonix_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/TNXP_tonix_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2e5eb822a4d8bf401a31385fd6dab1d87f3b9ec4
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/TNXP_tonix_prospectus_summary.txt
@@ -0,0 +1,3581 @@
+Summary Compensation Table
+
+ 
+
+The following table provides certain summary information concerning compensation awarded to, earned by or paid to our Chief Executive Officer, and the two next most highly paid executive officers for fiscal years 2019 and 2018.
+
+ 
+
+ Name & Principal 
+
+ Position
+ 
+ Year
+ 
+ 
+ Salary 
+
+ ($)
+ 
+ 
+ Bonus 
+
+ ($)
+ 
+ 
+ Stock 
+
+ Awards 
+
+ ($)
+ 
+ 
+ Option 
+
+ Awards 
+
+ ($) (1)
+ 
+ 
+ Non-Equity 
+
+ Incentive Plan 
+
+ Compensation 
+
+ ($)
+ 
+ 
+ Change in 
+
+ Pension Value and 
+
+ Non-Qualified 
+
+ Deferred 
+
+ Compensation 
+
+ Earnings ($)
+ 
+ 
+ All Other 
+
+ Compensation 
+
+ ($)
+ 
+ 
+ Total
+
+ ($)
+ 
+
+ Seth Lederman
+ 
+ 
+ 2019
+ 
+ 
+ 
+ 585,000
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 505,178
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 1,090,178
+ 
+
+ Chief Executive Officer
+ 
+ 
+ 2018
+ 
+ 
+ 
+ 472,500
+ 
+ 
+ 
+ 160,000
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 844,945
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 1,477,445
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Gregory Sullivan
+ 
+ 
+ 2019
+ 
+ 
+ 
+ 400,000
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 168,393
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 568,393
+ 
+
+ Chief Medical Officer
+ 
+ 
+ 2018
+ 
+ 
+ 
+ 335,000
+ 
+ 
+ 
+ 70,000
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 316,855
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 721,855
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Bradley Saenger
+ 
+ 
+ 2019
+ 
+ 
+ 
+ 385,000
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 112,262
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 497,262
+ 
+
+ Chief Financial Officer
+ 
+ 
+ 2018
+ 
+ 
+ 
+ 335,000
+ 
+ 
+ 
+ 70,000
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 211,235
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 616,235
+ 
+
+ 
+
+(1)
+
+Represents the aggregate grant date fair value of options granted in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, "Stock Compensation." For the relevant assumptions used in determining these amounts, refer to Note 7 to our audited financial statements.
+
+ 
+
+ Grants
+of Plan-Based Awards in Fiscal 2019
+
+ 
+
+The following table provides information with regard to each grant of plan-based award made to a named executive officer under any plan during the fiscal year ended December 31, 2019. 
+
+ 
+
+ Name
+ 
+ Grant Date
+ 
+ 
+ All Other Option Awards: 
+
+ Number of Securities 
+
+ Underlying Options (#)
+ 
+ 
+ Exercise or
+
+ Base Price of
+
+ Option Awards ($/Share)
+ 
+ 
+ Grant Date Fair Value of 
+
+ Stock and Option Awards
+
+ ($) (1)
+ 
+
+ Seth Lederman
+ 
+ 
+ 2/26/2019
+ 
+ 
+ 
+ 2,327
+ 
+ 
+ 
+ 18.90
+ 
+ 
+ 
+ 36,680
+ 
+
+ 
+ 
+ 
+ 2/26/2019
+ 
+ 
+ 
+ 2,327
+ 
+ 
+ 
+ 23.60
+ (2)
+ 
+ 
+ 35,817
+ 
+
+ 
+ 
+ 
+ 5/6/2019
+ 
+ 
+ 
+ 12,976
+ 
+ 
+ 
+ 20.50
+ 
+ 
+ 
+ 219,113
+ 
+
+ 
+ 
+ 
+ 5/6/2019
+ 
+ 
+ 
+ 12,976
+ 
+ 
+ 
+ 25.60
+ (2)
+ 
+ 
+ 213,568
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Bradley Saenger
+ 
+ 
+ 2/26/2019
+ 
+ 
+ 
+ 517
+ 
+ 
+ 
+ 18.90
+ 
+ 
+ 
+ 8,151
+ 
+
+ 
+ 
+ 
+ 2/26/2019
+ 
+ 
+ 
+ 517
+ 
+ 
+ 
+ 23.60
+ (2)
+ 
+ 
+ 7,959
+ 
+
+ 
+ 
+ 
+ 5/6/2019
+ 
+ 
+ 
+ 2,884
+ 
+ 
+ 
+ 20.50
+ 
+ 
+ 
+ 48,692
+ 
+
+ 
+ 
+ 
+ 5/6/2019
+ 
+ 
+ 
+ 2,884
+ 
+ 
+ 
+ 25.60
+ (2)
+ 
+ 
+ 47,460
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Gregory Sullivan
+ 
+ 
+ 2/26/2019
+ 
+ 
+ 
+ 776
+ 
+ 
+ 
+ 18.9
+ 0 
+ 
+ 
+ 12,227
+ 
+
+ 
+ 
+ 
+ 2/26/2019
+ 
+ 
+ 
+ 776
+ 
+ 
+ 
+ 23.60
+ (2)
+ 
+ 
+ 11,939
+ 
+
+ 
+ 
+ 
+ 5/6/2019
+ 
+ 
+ 
+ 4,326
+ 
+ 
+ 
+ 20.50
+ 
+ 
+ 
+ 73,038
+ 
+
+ 
+ 
+ 
+ 5/6/2019
+ 
+ 
+ 
+ 4,326
+ 
+ 
+ 
+ 25.60
+ (2)
+ 
+ 
+ 71,189
+ 
+
+ 
+
+(1)
+
+Represents the aggregate grant date fair value of options granted in accordance with FASB ASC Topic 718.
+
+(2)
+
+Represents an exercise price at a 125% premium of the closing price of the Company s common stock on the grant date.
+
+ 
+
+ -67-
+
+ 
+
+ 
+
+Outstanding Equity Awards at December 31, 2019
+
+ 
+
+The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2019.
+
+ 
+
+ Name
+ 
+ Number of 
+
+Securities 
+
+underlying 
+
+Unexercised 
+
+Options (#) 
+
+Exercisable
+ 
+ 
+ Number of 
+
+Securities 
+
+underlying 
+
+Unexercised 
+
+Options (#) 
+
+Unexercisable
+ 
+ 
+ Option 
+
+Exercise 
+
+Price ($/Sh)
+ 
+ 
+ Option
+
+Expiration
+
+Date
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Seth Lederman
+ 
+ 
+ 35
+ 
+ 
+ 
+ —
+ 
+ 
+ $
+ 30,000.00
+ 
+ 
+ 
+ 5/9/2022
+ 
+
+ 
+ 
+ 
+ 68
+ 
+ 
+ 
+ —
+ 
+ 
+ $
+ 10,200.00
+ 
+ 
+ 
+ 2/12/2023
+ 
+
+ 
+ 
+ 
+ 71
+ 
+ 
+ 
+ —
+ 
+ 
+ $
+ 15,880.00
+ 
+ 
+ 
+ 2/11/2024
+ 
+
+ 
+ 
+ 
+ 100
+ 
+ 
+ 
+ —
+ 
+ 
+ $
+ 9,870.00
+ 
+ 
+ 
+ 6/17/2024
+ 
+
+ 
+ 
+ 
+ 100
+ 
+ 
+ 
+ —
+ 
+ 
+ $
+ 6,680.00
+ 
+ 
+ 
+ 10/29/2024
+ 
+
+ 
+ 
+ 
+ 189
+ 
+ 
+ 
+ —
+ 
+ 
+ $
+ 5,950.00
+ 
+ 
+ 
+ 2/25/2025
+ 
+
+ 
+ 
+ 
+ 8
+ 
+ 
+ 
+ —
+ 
+ 
+ $
+ 5,950.00
+ 
+ 
+ 
+ 2/25/2025
+ 
+
+ 
+ 
+ 
+ 110
+ 
+ 
+ 
+ —
+ 
+ 
+ $
+ 5,030.00
+ 
+ 
+ 
+ 2/9/2026
+ 
+
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 110
+ (1)
+ 
+ $
+ 5,030.00
+ 
+ 
+ 
+ 2/9/2026
+ 
+
+ 
+ 
+ 
+ 148
+ 
+ 
+ 
+ 12
+ (2)
+ 
+ $
+ 550.00
+ 
+ 
+ 
+ 3/1/2027
+ 
+
+ 
+ 
+ 
+ 963
+ 
+ 
+ 
+ 604
+ (3)
+ 
+ $
+ 340.00
+ 
+ 
+ 
+ 2/13/2028
+ 
+
+ 
+ 
+ 
+ 963
+ 
+ 
+ 
+ 604
+ (3)
+ 
+ $
+ 425.00
+ 
+ 
+ 
+ 2/13/2028
+ 
+
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 2,327
+ (4)
+ 
+ $
+ 18.90
+ 
+ 
+ 
+ 2/26/2029
+ 
+
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 2,327
+ (4)
+ 
+ $
+ 23.60
+ 
+ 
+ 
+ 2/26/2029
+ 
+
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 12,976
+ (5)
+ 
+ $
+ 20.50
+ 
+ 
+ 
+ 5/6/2029
+ 
+
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 12,976
+ (5)
+ 
+ $
+ 25.60
+ 
+ 
+ 
+ 5/6/2029
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Bradley Saenger
+ 
+ 
+ 11
+ 
+ 
+ 
+ —
+ 
+ 
+ $
+ 9,870.00
+ 
+ 
+ 
+ 6/17/2024
+ 
+
+ 
+ 
+ 
+ 11
+ 
+ 
+ 
+ —
+ 
+ 
+ $
+ 6,680.00
+ 
+ 
+ 
+ 10/29/2024
+ 
+
+ 
+ 
+ 
+ 13
+ 
+ 
+ 
+ —
+ 
+ 
+ $
+ 5,950.00
+ 
+ 
+ 
+ 2/25/2025
+ 
+
+ 
+ 
+ 
+ 15
+ 
+ 
+ 
+ —
+ 
+ 
+ $
+ 5,030.00
+ 
+ 
+ 
+ 2/9/2026
+ 
+
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 60
+ (1)
+ 
+ $
+ 2,420.00
+ 
+ 
+ 
+ 5/27/2026
+ 
+
+ 
+ 
+ 
+ 20
+ 
+ 
+ 
+ —
+ 
+ 
+ $
+ 2,420.00
+ 
+ 
+ 
+ 5/27/2026
+ 
+
+ 
+ 
+ 
+ 45
+ 
+ 
+ 
+ 3
+ (2)
+ 
+ $
+ 550.00
+ 
+ 
+ 
+ 3/1/2027
+ 
+
+ 
+ 
+ 
+ 241
+ 
+ 
+ 
+ 151
+ (3)
+ 
+ $
+ 340.00
+ 
+ 
+ 
+ 2/13/2028
+ 
+
+ 
+ 
+ 
+ 241
+ 
+ 
+ 
+ 151
+ (3)
+ 
+ $
+ 425.00
+ 
+ 
+ 
+ 2/13/2028
+ 
+
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 517
+ (4)
+ 
+ $
+ 18.90
+ 
+ 
+ 
+ 2/26/2029
+ 
+
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 517
+ (4)
+ 
+ $
+ 23.60
+ 
+ 
+ 
+ 2/26/2029
+ 
+
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 2,884
+ (5)
+ 
+ $
+ 20.50
+ 
+ 
+ 
+ 5/6/2029
+ 
+
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 2,884
+ (5)
+ 
+ $
+ 25.60
+ 
+ 
+ 
+ 5/6/2029
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Gregory Sullivan
+ 
+ 
+ 27
+ 
+ 
+ 
+ —
+ 
+ 
+ $
+ 9,870.00
+ 
+ 
+ 
+ 6/17/2024
+ 
+
+ 
+ 
+ 
+ 27
+ 
+ 
+ 
+ —
+ 
+ 
+ $
+ 6,680.00
+ 
+ 
+ 
+ 10/29/2024
+ 
+
+ 
+ 
+ 
+ 27
+ 
+ 
+ 
+ —
+ 
+ 
+ $
+ 5,950.00
+ 
+ 
+ 
+ 2/25/2025
+ 
+
+ 
+ 
+ 
+ 30
+ 
+ 
+ 
+ —
+ 
+ 
+ $
+ 5,030.00
+ 
+ 
+ 
+ 2/9/2026
+ 
+
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 30
+ (1)
+ 
+ $
+ 5,030.00
+ 
+ 
+ 
+ 2/9/2026
+ 
+
+ 
+ 
+ 
+ 69
+ 
+ 
+ 
+ 6
+ (2)
+ 
+ $
+ 550.00
+ 
+ 
+ 
+ 3/1/2027
+ 
+
+ 
+ 
+ 
+ 366
+ 
+ 
+ 
+ 222
+ (3)
+ 
+ $
+ 340.00
+ 
+ 
+ 
+ 2/13/2028
+ 
+
+ 
+ 
+ 
+ 366
+ 
+ 
+ 
+ 222
+ (3)
+ 
+ $
+ 425.00
+ 
+ 
+ 
+ 2/13/2028
+ 
+
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 776
+ (4)
+ 
+ $
+ 18.90
+ 
+ 
+ 
+ 2/26/2029
+ 
+
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 776
+ (4)
+ 
+ $
+ 23.60
+ 
+ 
+ 
+ 2/26/2029
+ 
+
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 4,326
+ (5)
+ 
+ $
+ 20.50
+ 
+ 
+ 
+ 5/6/2029
+ 
+
+ 
+ 
+ 
+ —
+ 
+ 
+ 
+ 4,326
+ (5)
+ 
+ $
+ 25.60
+ 
+ 
+ 
+ 5/6/2029
+ 
+
+ 
+
+(1) 
+
+The shares subject to this stock option vest 1/3rd upon the date(s) that certain stock price goals are achieved. The stock price goals are such date(s) when the Company s common stock has an average closing sales price equal to or exceeding each of $6,000.00, $7,000.00 and $8,000.00 per share for 20 consecutive trading days, subject to a one year minimum service period prior to vesting.
+
+(2) 
+
+The shares subject to this stock option vested as to 1/3 of the shares on March 1, 2018, with the remaining shares vesting on an equal monthly basis over the following 24 months.
+
+(3) 
+
+The shares subject to this stock option vested as to 1/3 of the shares on February 13, 2019, with the remaining shares vesting on an equal monthly basis over the following 24 months.
+
+(4) 
+
+The shares subject to this stock option vested as to 1/3 of the shares on February 26, 2020, with the remaining shares vesting on an equal monthly basis over the following 24 months.
+
+(5) 
+
+The shares subject to this stock option vested as to 1/3 of the shares on May 6, 2020, with the remaining shares vesting on an equal monthly basis over the following 24 months.
+
+ 
+
+ -68-
+
+ 
+
+ 
+
+ Option
+Exercises and Stock Vested
+
+ 
+
+No options were exercised by any of the named executive officers and no named executive officers held restricted stock units during the fiscal year ended December 31, 2019.
+
+ 
+
+Equity Compensation Plan Information 
+
+ 
+
+The following table provides certain information with respect to our equity compensation plans in effect as of December 31, 2019.
+
+ 
+
+Plan Category
+
+ 
+
+Number of securities to be issued upon exercise of outstanding options,
+warrants and rights
+(A)
+
+ 
+
+ 
+
+Weighted-average exercise price of outstanding options,
+warrants and rights
+(B)
+
+ 
+
+ 
+
+Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A)(2)
+(C)
+
+ 
+
+Equity compensation plans approved by security holders(1)
+
+ 
+
+ 
+
+109,036
+
+ 
+
+ 
+
+$
+
+199.57
+
+ 
+
+ 
+
+ 
+
+66,866
+
+ 
+
+Equity compensation plans not approved by security holders
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Total
+
+ 
+
+ 
+
+109,036
+
+ 
+
+ 
+
+$
+
+199.57
+
+ 
+
+ 
+
+ 
+
+66,866
+
+ 
+
+ 
+
+(1) 
+
+Consists of the 2012 Plan, the 2014 Plan, the 2016 Plan, the 2017 Plan, the 2018 Plan, the 2019 Plan and the 2019 employee stock purchase plan ("ESPP").
+
+(2)
+
+Consists of shares available for future issuance under the 2019 Plan and our ESPP. As of December 31, 2019, 55,825 shares of common stock were available for issuance under the 2019 Plan and 11,041 shares of common stock were available for issuance under the ESPP.
+
+ 
+
+Employment Contracts and Termination of Employment and Change-In-Control Arrangements
+
+ 
+
+Employment Agreement with Seth Lederman
+
+ 
+
+On February 11, 2014, the Company entered into an employment agreement (the "Lederman Agreement") with Dr. Seth Lederman ("Lederman") to continue to serve as our President, Chief Executive Officer and Chairman of the Board. 
+
+ 
+
+The base salary for Lederman under the Lederman Agreement was $425,000 per annum and as of January 1, 2019, the base salary is $585,000. The Lederman Agreement has an initial term of one year and automatically renew for successive one year terms unless either party delivers written notice not to renew at least 60 days prior to the end of the current term.
+
+ 
+
+Pursuant to the Lederman Agreement, if the Company terminates Lederman s employment without Cause (as defined in the Lederman Agreement) or Lederman resigns for Good Reason (as defined in the Lederman Agreement), Lederman is entitled to the following payments and benefits: (1) his fully earned but unpaid base salary through the date of termination at the rate then in effect, plus all other benefits, if any, under any group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other group benefit plan to which Lederman may be entitled to under the terms of such plans or agreements; (2) a lump sum cash payment in an amount equal to 12 months of his base salary as in effect immediately prior to the date of termination; (3) continuation of health benefits for Lederman and his eligible dependents for a period of 12 months following the date of termination; and (4) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards as to the number of stock awards that would have vested over the 12-month period following termination had Lederman remained continuously employed by the Company during such period.
+
+ 
+
+Pursuant to the Lederman Agreement, if Lederman s employment is terminated as a result of death or permanent disability, Lederman or his estate, as applicable, is entitled to the following payments and benefits: (1) his fully earned but unpaid base salary through the date of termination at the rate then in effect; (2) a lump sum cash payment in an amount equal to six months of his base salary as in effect immediately prior to the date of termination; and (3) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards.
+
+ 
+
+If Lederman is terminated without Cause or resigns for Good Reason during the period commencing 90 days prior to a Change in Control (as defined below) or 12 months following a Change in Control, Lederman shall be entitled to receive, in lieu of the severance benefits described above, the following payments and benefits: (1) a lump sum cash payment in an amount equal to 36 months of his base salary as in effect immediately prior to the date of termination, except that, if and while Lederman is still entitled to the Sale Bonus (as defined below), it will only be 18 months; (2) continuation of health benefits for Lederman and his eligible dependents for a period of 24 months following the date of termination, except that, if and while Lederman is still entitled to the Sale Bonus it will only be 12 months; and (3) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards.
+
+ 
+
+If
+during the term of the Lederman Agreement or within 120 days after Lederman is terminated without Cause or resigns for Good Reason,
+following a Change in Control, the Company consummates a Change in Control transaction in which the Enterprise Value (as defined
+below) equals or exceeds $50 million, Lederman shall be entitled to receive a lump sum payment equal to 4.4% of the Enterprise
+Value (the "Sale Bonus"). The Sale Bonus provision of the Lederman Agreement will terminate upon the Company
+granting Lederman long-term incentive compensation mutually agreed to by the Board and Lederman.
+
+ 
+
+ -69-
+
+ 
+
+ 
+
+For purposes of the Lederman Agreement, "Cause" generally means (1) commission of an act of fraud, embezzlement or dishonesty or some other illegal act that has a demonstrable material adverse impact on the Company or any successor or affiliate of the Company, (2) conviction of, or entry into a plea of "guilty" or "no contest" to, a felony, (3) unauthorized use or disclosure of the Company s confidential information or trade secrets or any successor or affiliate of the Company that has, or may reasonably be expected to have, a material adverse impact on any such entity; (4) gross negligence, failure to follow a material, lawful and reasonable request of the Board or material violation of any duty of loyalty to the Company or any successor or affiliate of the Company, or any other demonstrable material willful misconduct by Lederman, (5) ongoing and repeated failure or refusal to perform or neglect of his duties as required by his employment agreement, which failure, refusal or neglect continues for 30 days following Lederman s receipt of written notice from the Board stating with specificity the nature of such failure, refusal or neglect, provided that such failure to perform is not as a result of illness, injury or medical incapacity, or (6) material breach of any Company policy or any material provision of the Lederman Agreement.
+
+ 
+
+For
+purposes of the Lederman Agreement, "Good Reason" generally means (1) a material diminution in Lederman s
+title, authority, duties or responsibilities, (2) a material diminution in Lederman s base compensation, unless such
+a reduction is imposed across-the-board to the Company s senior management, and such reduction is not greater than 15%,
+(3) a material change in the geographic location at which Lederman must perform his duties, (4) any other action or
+inaction that constitutes a material breach by the Company or any successor or affiliate of the Company s obligations to
+Lederman under the Lederman Agreement, or (5) the Company elects not to renew the Lederman Agreement for another
+term. 
+
+ 
+
+For purposes of the Lederman Agreement, "Change in Control" generally means:
+
+ 
+
+ 
+
+ 
+
+A transaction or series of transactions (other than public offerings) that results in any person or entity or related group of persons or entities (other than the Company, its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a person or entity that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of more than 40% of the total combined voting power of the Company s securities outstanding immediately after such acquisition;
+
+ 
+
+ 
+
+ 
+
+(1) a merger, consolidation, reorganization, or business combination or (2) the sale, exchange or transfer of all or substantially all of the Company s assets in any single transaction or series of transactions or (3) the acquisition of assets or stock of another entity, in each case other than a transaction:
+
+ 
+
+ 
+
+ 
+
+which results in the Company s voting securities outstanding immediately before the transaction continuing to represent, directly or indirectly, at least 60% of the combined voting power of the successor entity s outstanding voting securities immediately after the transaction, and
+
+ 
+
+ 
+
+ 
+
+after which no person or group beneficially owns voting securities representing 40% or more of the combined voting power of the Company or its successor; provided, however, that no person or group is treated as beneficially owning 40% or more of combined voting power of the Company or its successor solely as a result of the voting power held in the Company prior to the consummation of the transaction.
+
+ 
+
+For purposes of the Lederman Agreement, "Enterprise Value" generally means (1) in a Change in Control in which consideration is received by the Company, the total cash and non-cash consideration, including debt assumed, received by the Company, net of any fees and expenses in connection with the transaction and (2) in a Change in Control in which consideration is payable to the stockholders of the Company, the total cash and non-cash consideration, including debt assumed, payable to the Company s stockholders net of any fees and expenses in connection with the transaction. Enterprise Value also includes any cash or non-cash consideration payable to the Company or to the Company s stockholders on a contingent, earnout or deferred basis.
+
+ -70-
+
+ 
+
+ 
+
+ 
+
+Employment Agreement with Gregory Sullivan
+
+ 
+
+On June 3, 2014, the Company entered into an employment agreement (the "Sullivan Agreement") with Dr. Gregory Sullivan ("Sullivan") to serve as our Chief Medical Officer. The base salary for Sullivan under the Sullivan Agreement was $225,000 per annum and as of January 1, 2019, the base salary is $400,000. The Sullivan Agreement had an initial term of one year and automatically renews for successive one year terms unless either party delivers written notice not to renew at least 60 days prior to the end of the current term.
+
+ 
+
+Pursuant to the Sullivan Agreement, if the Company terminates Sullivan s employment without Cause (as defined below) or Executive resigns for Good Reason (as defined below), Sullivan is entitled to the following payments and benefits: (1) his fully earned but unpaid base salary through the date of termination at the rate then in effect, plus all other benefits, if any, under any group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other group benefit plan to which Sullivan may be entitled to under the terms of such plans or agreements; (2) a lump sum cash payment in an amount equal to 12 months of his base salary as in effect immediately prior to the date of termination; (3) continuation of health benefits for Sullivan and his eligible dependents for a period of 12 months following the date of termination; and (4) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards as to the number of stock awards that would have vested over the 12-month period following termination had Sullivan remained continuously employed by the Company during such period.
+
+ 
+
+Pursuant to the Sullivan Agreement, if Sullivan s employment is terminated as a result of death or permanent disability, Sullivan or his estate, as applicable, is entitled to his fully earned but unpaid base salary through the end of the month in which termination occurs at the rate then in effect.
+
+ 
+
+For purposes of the Sullivan Agreement, "Cause" generally means (1) commission of an act of fraud, embezzlement or dishonesty or some other illegal act that has a demonstrable material adverse impact on the Company or any successor or affiliate of the Company, (2) conviction of, or entry into a plea of "guilty" or "no contest" to, a felony, (3) unauthorized use or disclosure of the Company s confidential information or trade secrets or any successor or affiliate of the Company that has, or may reasonably be expected to have, a material adverse impact on any such entity, (4) gross negligence, failure to follow a material, lawful and reasonable request of the Company or material violation of any duty of loyalty to the Company or any successor or affiliate of the Company, or any other demonstrable material misconduct by Sullivan, (5) ongoing and repeated failure or refusal to perform or neglect of his duties as required by his employment agreement, which failure, refusal or neglect continues for 30 days following Sullivan s receipt of written notice from the Company stating with specificity the nature of such failure, refusal or neglect, or (6) material breach of any Company policy or any material provision of the Sullivan Agreement.
+
+ 
+
+For
+purposes of the Sullivan Agreement, "Good Reason" generally means (1) a material diminution in Executive s
+title, authority, duties or responsibilities, (2) a material diminution in the executive officer s base compensation,
+unless such a reduction is imposed across-the-board to the Company s senior management and such reduction is not greater
+than 15%, (3) a material change in the geographic location at which the executive officer must perform his duties, (4) any
+other action or inaction that constitutes a material breach by the Company or any successor or affiliate of the Company s
+obligations to Sullivan under the Agreement, or (5) the Company elects not to renew the Agreement for another term.
+
+ 
+
+Directors Compensation Table
+
+ 
+
+The following table sets forth summary information concerning the total compensation paid to our non-employee directors in 2019 for services to our Company.
+
+ 
+
+Name
+
+ 
+
+Stock 
+Awards ($)
+
+ 
+
+ 
+
+Option
+Awards ($)(1)
+
+ 
+
+ 
+
+Total ($)
+
+ 
+
+Margaret Smith Bell
+
+ 
+
+$
+
+ 
+
+ 
+
+ 
+
+$
+
+49,435
+
+ 
+
+ 
+
+$
+
+49,435
+
+ 
+
+Patrick Grace*
+
+ 
+
+$
+
+ 
+
+ 
+
+ 
+
+$
+
+8,023
+
+ 
+
+ 
+
+$
+
+8,023
+
+ 
+
+Daniel Goodman
+
+ 
+
+$
+
+ 
+
+ 
+
+ 
+
+$
+
+49,435
+
+ 
+
+ 
+
+$
+
+49,435
+
+ 
+
+David Grange
+
+ 
+
+$
+
+ 
+
+ 
+
+ 
+
+$
+
+49,435
+
+ 
+
+ 
+
+$
+
+49,435
+
+ 
+
+Donald Landry**
+
+ 
+
+$
+
+ 
+
+ 
+
+ 
+
+$
+
+31,373
+
+ 
+
+ 
+
+$
+
+31,373
+
+ 
+
+Charles Mather IV***
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+$
+
+ 
+
+ 
+
+ 
+
+$
+
+ 
+
+ 
+
+Adeoye Olukotun
+
+ 
+
+$
+
+ 
+
+ 
+
+ 
+
+$
+
+49,435
+
+ 
+
+ 
+
+$
+
+49,435
+
+ 
+
+John Rhodes (2)
+
+ 
+
+$
+
+ 
+
+ 
+
+ 
+
+$
+
+74,152
+
+ 
+
+ 
+
+$
+
+74,152
+
+ 
+
+James Treco
+
+ 
+
+$
+
+ 
+
+ 
+
+ 
+
+$
+
+64,276
+
+ 
+
+ 
+
+$
+
+64,276
+
+ 
+
+Total:
+
+ 
+
+$
+
+ 
+
+ 
+
+ 
+
+$
+
+375,564
+
+ 
+
+ 
+
+$
+
+375,564
+
+ 
+
+ 
+
+ 
+
+(1)
+
+Represents the aggregate grant date fair value of stock options granted in accordance with FASB ASC Topic 718. For the relevant assumptions used in determining these amounts, refer to Note 7 to our audited financial statements. These amounts do not necessarily correspond to the actual value that may be recognized from the stock option grant.
+
+ 
+
+(2)
+
+Mr. Rhodes received additional stock options for serving as lead director.
+
+ 
+
+* Mr. Grace resigned from the Board on August 1, 2019.
+
+** Dr. Landry resigned from the Board on May 16, 2019.
+
+*** Mr. Mather resigned from the Board February 16, 2019.
+
+ 
+
+ -71-
+
+ 
+
+ 
+
+ 
+
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
+
+ 
+
+We have adopted a written related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and oversight of "related-party transactions." For purposes of our policy only, a "related-party transaction" is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any "related party" are participants involving an amount that exceeds $120,000.
+
+ 
+
+Transactions involving compensation for services provided to us as an employee, consultant or director are not considered related-person transactions under this policy. A related party is any executive officer, director or a holder of more than five percent of our common stock, including any of their immediate family members and any entity owned or controlled by such persons.
+
+ 
+
+Under the policy, where a transaction has been identified as a related-party transaction, our Chief Compliance Officer must present information regarding the proposed related-party transaction to our Nominating and Corporate Governance Committee for review. The presentation must include a description of, among other things, the material facts, the direct and indirect interests of the related parties, the benefits of the transaction to us and whether any alternative transactions are available. To identify related-party transactions in advance, we rely on information supplied by our executive officers, directors and certain significant stockholders. In considering related-party transactions, our Nominating and Corporate Governance Committee will take into account the relevant available facts and circumstances including, but not limited to:
+
+ 
+
+ 
+
+ 
+
+whether the transaction was undertaken in the ordinary course of our business;
+
+ 
+
+ 
+
+ 
+
+whether the related party transaction was initiated by us or the related party;
+
+ 
+
+ 
+
+ 
+
+whether the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party;
+
+ 
+
+ 
+
+ 
+
+the purpose of, and the potential benefits to us from the related party transaction;
+
+ 
+
+ 
+
+ 
+
+the approximate dollar value of the amount involved in the related party transaction, particularly as it relates to the related party;
+
+ 
+
+ 
+
+ 
+
+the related party s interest in the related party transaction, and
+
+ 
+
+ 
+
+ 
+
+any other information regarding the related party transaction or the related party that would be material to investors in light of the circumstances of the particular transaction.
+
+ 
+
+The Nominating and Corporate Governance Committee shall then make a recommendation to the Board, who will determine whether or not to approve of the related party transaction, and if so, upon what terms and conditions. In the event a director has an interest in the proposed transaction, the director must recuse himself or herself from the deliberations and approval.
+
+ 
+
+Other than as disclosed below, during the last two fiscal years, there have been no related party transactions.
+
+ 
+
+ -72-
+
+ 
+
+ 
+
+ 
+
+PRINCIPAL STOCKHOLDERS
+
+ 
+
+The following table
+sets forth information regarding the beneficial ownership of our common stock as of February 5, 2020 by:
+
+ 
+
+ 
+
+ 
+
+each of our stockholders who is known by us to beneficially own 5% or more of our common stock;
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+each of our named executive officers;
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+each of our directors; and
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+all of our directors and current officers as a group.
+
+ 
+
+Beneficial ownership
+is determined based on the rules and regulations of the Securities and Exchange Commission, or the SEC. A person has beneficial
+ownership of shares if such individual has the power to vote and/or dispose of shares. This power may be sole or shared and direct
+or indirect. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares
+of our common stock that are subject to options or warrants held by that person and exercisable as of, or within 60 days of, February
+5, 2020 are counted as outstanding. These shares, however, are not counted as outstanding for the purposes of computing the percentage
+ownership of any other person(s). Except as may be indicated in the footnotes to this table and pursuant to applicable community
+property laws, each person named in the table has sole voting and dispositive power with respect to the shares of our common stock
+set forth opposite that person s name. Unless indicated below, the address of each individual listed below is c/o Tonix
+Pharmaceuticals Holding Corp., 509 Madison Avenue, Suite 1608, New York, New York 1022.
+
+ 
+
+Applicable percentage
+ownership in the following table is based on 8,533,082 shares of our common stock outstanding as of February 5, 2020 and also
+lists applicable percentage ownership based on 14,415,435 shares of our common stock assumed to be outstanding after completion
+of the offering, assuming no exercise by the underwriter of its option to purchase additional shares of our common stock.
+
+ 
+
+ 
+
+ 
+ 
+ 
+ 
+ 
+ PERCENTAGE
+ OF
+
+ SHARES BENEFICIALLY OWNED (ASSUMING NO EXERCISE OF THE OVER-ALLOTMENT OPTION)
+
+ NAME
+ OF OWNER
+ 
+ NUMBER
+ OF
+
+ SHARES OWNED(1)
+ 
+ 
+ Before
+ Offering (2)
+ 
+ After
+ Offering
+
+ Seth Lederman
+ 
+ 
+ 29,007
+ (3)
+ 
+ *
+ 
+ *
+
+ Jessica Morris
+ 
+ 
+ 1,104
+ (4)
+ 
+ *
+ 
+ *
+
+ Bradley Saenger
+ 
+ 
+ 2,437
+ (5)
+ 
+ *
+ 
+ *
+
+ Gregory Sullivan
+ 
+ 
+ 2,985
+ (6)
+ 
+ *
+ 
+ *
+
+ Margaret Smith Bell
+ 
+ 
+ 400
+ (7)
+ 
+ *
+ 
+ *
+
+ David Grange
+ 
+ 
+ 270
+ (8)
+ 
+ *
+ 
+ *
+
+ John Rhodes
+ 
+ 
+ 900
+ (9)
+ 
+ 
+ 
+ *
+
+ Adeoye Olukotun
+ 
+ 
+ 150
+ (10)
+ 
+ *
+ 
+ *
+
+ James Treco
+ 
+ 
+ 1,000
+ (11)
+ 
+ *
+ 
+ *
+
+ Daniel Goodman
+ 
+ 
+ 6
+ (12)
+ 
+ *
+ 
+ *
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Officers and Directors as a Group (10 persons)
+ 
+ 
+ 38,259
+ (13)
+ 
+ *
+ 
+ *
+
+ 
+
+* Denotes less than 1%
+
+ 
+
+(1) Beneficial Ownership is determined
+in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of
+common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days
+of February 5, 2020 are deemed outstanding for computing the percentage of the person holding such option or warrant but are not
+deemed outstanding for computing the percentage of any other person.
+
+ 
+
+(2) Percentage based upon 8,533,082 shares
+of common stock issued and outstanding as of February 5, 2020.
+
+ 
+
+(3) Includes 4,711 shares of common stock
+underlying options which are currently exercisable or become exercisable within 60 days, 5 shares of common stock underlying warrants,
+205 shares of common stock owned by Lederman & Co, 33 shares of common stock owned by L&L, 59 shares of common stock owned
+by Targent, 30 shares of common stock owned by Leder Laboratories, Inc. (Leder Labs), 30 shares of common stock owned by Starling,
+23,267 shares owned through a 401(k) account, 459 shares owned through an IRA account and 31 shares owned by Dr. Lederman s
+spouse. Seth Lederman, as the Managing Member of Lederman & Co and Targent, the Manager of L&L and the Chairman of Leder
+Labs and Starling, has investment and voting control over the shares held by these entities.
+
+ 
+
+(4) Includes 1,084 shares of common stock
+underlying options which are currently exercisable or become exercisable within 60 days, and 3 shares of common stock underlying
+warrants.
+
+ 
+
+(5) Includes 1,040 shares of common stock
+underlying options which are currently exercisable or become exercisable within 60 days.
+
+ 
+
+(6) Includes 1,580 shares of common stock
+underlying options which are currently exercisable or become exercisable within 60 days.
+
+ 
+
+(7) Includes 400 shares of common stock underlying options and restricted stock units which are currently exercisable or vested or become exercisable within 60 days.
+
+ 
+
+(8) Includes 270 shares of common stock underlying options and restricted stock units which are currently exercisable or vested or become exercisable within 60 days.
+
+ 
+
+(9) Includes 652 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days, and 13 shares of common stock underlying warrants
+
+ 
+
+(10) Includes 150 shares of common stock underlying options and restricted stock units which are currently exercisable or vested or become exercisable within 60 days.
+
+ 
+
+(11) Includes 1,000 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days.
+
+ 
+
+(12) Includes 5 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days.
+
+ 
+
+(13) Includes 10,892 shares of common stock
+underlying options which are currently exercisable or vested or become exercisable within 60 days, 205 shares of common stock
+owned by Lederman & Co, 33 shares of common stock owned by L&L, 59 shares of common stock owned by Targent, 30 shares
+of common stock owned by Leder Labs, 30 shares of common stock owned by Starling, 23,267 shares owned through a 401(k) account
+of Dr. Lederman, 459 shares owned through an IRA account of Dr. Lederman, 31 shares owned by Dr. Lederman s spouse, and
+21 shares of common stock underlying warrants owned directly by the executive officers and directors. 
+
+ 
+
+ -73-
+
+ 
+
+ 
+
+ 
+
+DESCRIPTION OF CAPITAL STOCK
+
+ 
+
+The following is a summary of all material characteristics of our capital stock as set forth in our articles of incorporation and bylaws. The summary does not purport to be complete and is qualified in its entirety by reference to our articles of incorporation and bylaws, each as amended, and to the provisions of Chapters 78 and 92A of the Nevada Revised Statutes, as amended ("NRS").
+
+ 
+
+Common Stock
+
+ 
+
+We are authorized to
+issue up to 150,000,000 shares of our common stock, par value $0.001 per share. As of February 5, 2020, there were 8,533,082 shares
+of our common stock issued and outstanding. The outstanding shares of our common stock are validly issued, fully paid and nonassessable.
+
+ 
+
+Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of our common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of our common stock voting for the election of directors collectively hold the voting power to elect all of our directors. Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as dissolution, merger or an amendment to our articles of incorporation. However, a two-thirds vote is required for stockholders to amend our bylaws.
+
+ 
+
+Subject to the rights of holders of shares of our preferred stock, if any, the holders of our common stock are entitled to share in all dividends that our board of directors, in its discretion, declares on our common stock from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share of our common stock entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over our common stock. Our common stock has no pre-emptive, subscription or conversion rights and there are no redemption provisions applicable to our common stock.
+
+ 
+
+Exchange Listing
+
+ 
+
+Our common stock is listed on The Nasdaq Global Market under the trading symbol "TNXP."
+
+ 
+
+Transfer Agent and Registrar.
+
+ 
+
+The Transfer Agent and Registrar for our common stock is vStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598.
+
+ 
+
+Preferred Stock
+
+ 
+
+We are authorized to issue up to 5,000,000 shares of preferred stock, par value $0.001 per share, none of which are currently outstanding. The shares of preferred stock may be issued in series, and each such series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the certificate of designation relating to such series, as approved by the board of directors and filed with the Nevada Secretary of State. Pursuant to our articles of incorporation, the board of directors is expressly vested with the authority, without further action by the stockholders, to determine and fix in the resolution or resolutions providing for the issuances of preferred stock the voting powers, designations, preferences and rights, and the qualifications, limitations or restrictions thereof, of each such series to the full extent now or hereafter permitted by the laws of the State of Nevada.
+
+ 
+
+Prior to the issuance of any series of preferred stock, we will further amend our articles of incorporation, as amended, by way of a certificate of designation designating such series and its terms. We will file a copy of the certificate of designation that contains the terms of each such series of preferred stock with the Nevada Secretary of State and the SEC each time we issue a new series of preferred stock. Each certificate of designation will establish the number of shares included in a designated series and fix the designation, powers, privileges, preferences and rights of the shares of each series as well as any applicable qualifications, limitations or restrictions, including, as applicable:
+
+ 
+
+ 
+
+ 
+
+the designation, stated value and liquidation preference of the series;
+
+ 
+
+ 
+
+the number of shares within the series;
+
+ 
+
+ 
+
+the offering price;
+
+ 
+
+ 
+
+the dividend rate or rates (or method of calculation), the date or dates from which dividends shall accrue, and whether such dividends shall be cumulative or noncumulative and, if cumulative, the dates from which dividends shall commence to cumulate;
+
+ 
+
+ 
+
+any redemption or sinking fund provisions;
+
+ 
+
+ 
+
+the amount that shares of the series shall be entitled to receive in the event of our liquidation, dissolution or winding-up;
+
+ 
+
+ 
+
+the terms and conditions, if any, on which shares of the series shall be convertible or exchangeable for shares of our stock of any other class or classes, or other series of the same class;
+
+ 
+
+ 
+
+the voting rights, if any, of shares of the series; the status as to reissuance or sale of shares of the series redeemed, purchased or otherwise reacquired, or surrendered to us on conversion or exchange;
+
+ 
+
+ 
+
+the conditions and restrictions, if any, on the payment of dividends or on the making of other distributions on, or the purchase, redemption or other acquisition by us or any subsidiary, of the common stock or of any other class of our shares ranking junior to the shares of the series as to dividends or upon liquidation;
+
+ 
+
+ 
+
+the conditions and restrictions, if any, on the creation of indebtedness by us or by any subsidiary, or on the issuance of any additional stock ranking on a parity with or prior to the shares of the series as to dividends or upon liquidation; and
+
+ 
+
+ 
+
+any additional dividend, liquidation, redemption, sinking or retirement fund and other rights, preferences, privileges, limitations and restrictions of the series.
+
+The issuance of any preferred
+stock could adversely affect the rights of the holders of common stock and, therefore, reduce the value of the common stock. The
+ability of our board of directors to issue preferred stock could discourage, delay or prevent a takeover or other corporate action. 
+
+ -74-
+
+ 
+
+ 
+
+ 
+
+Series A Convertible Preferred Stock
+
+ 
+
+The following is
+a summary of the material terms of our Series A Convertible Preferred Stock, which we refer to as the Series A Preferred
+Shares or the Series A Preferred Stock. This summary is not complete. The following summary of the terms and provisions of
+the Series A Preferred Stock is qualified in its entirety by reference to the certificate of designation for the Series A
+Convertible Preferred Stock, which has been previously filed.
+
+General
+
+Our board of directors
+has designated 8,000 shares of the 5,000,000 authorized shares of preferred stock as Series A Preferred Shares, par value
+$0.001 per share. When issued, the Series A Preferred Shares will be validly issued, fully paid and non-assessable. Each share
+of Series A Preferred Shares has a stated value of $1,000 per share.
+
+As of February 5, 2020, all 7,938
+previously issued shares Series A Preferred Stock have been converted into common stock. We have no present intention to issue
+any of the remaining designated shares of Series A Preferred Stock.
+
+Rank
+
+The Series A Preferred
+Stock will rank on parity to our common stock with respect to dividends and liquidation rights.
+
+Conversion
+
+Each Series A Preferred Share is
+initially convertible into shares of our common stock (subject to adjustment as provided in the certificate of designation for
+the Series A Preferred Stock) at any time at the option of the holder at a conversion price equal to the stated value of the Series
+A Preferred Shares of $1,000 divided by $1.94. Holders of Series A Preferred Shares are prohibited from converting the Series
+A Preferred Shares into shares of our common stock if, as a result of such conversion, the holder, together with its affiliates,
+would own more than 4.99% of the total number of shares of our common stock then issued and outstanding. However, any holder may
+increase or decrease such percentage to any other percentage not in excess of 9.99% upon at least 61 days prior notice
+from the holder to us.
+
+Liquidation Preference
+
+In the event of our liquidation,
+dissolution or winding-up, holders of Series A Preferred Shares will be entitled to receive the same amount that a holder of our
+common stock would receive if the Series A Preferred Shares were fully converted into shares of our common stock at the conversion
+price (disregarding for such purposes any conversion limitations) which amounts shall be paid pari passu with all holders of common
+stock.
+
+Voting Rights
+
+Holders of Series A
+Preferred Shares generally do not have the right to vote on any matters brought before our common
+stockholders, either as a separate class or on an as-converted-to-common-stock basis, and do not have the right to vote for
+members of our board of directors. However, the affirmative vote of the holders of a majority of the
+then-outstanding Series A Preferred Shares will be required to (a) alter or change adversely the powers, preferences or
+rights of the Series A Preferred Shares, (b) amend our articles of incorporation or other charter documents in any manner
+that materially adversely affects any rights of the holders of Series A Preferred Shares, (c) increase the number of
+authorized Series A Preferred Shares, (c) issue any Series A Preferred Shares other than pursuant to the certificate of
+designation for the Series A Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the
+foregoing.
+
+Dividends
+
+The Series A
+Preferred Stock is not be entitled to receive any dividends, unless and until specifically declared by our board of
+directors. Holders of the Series A Preferred Shares will participate, on an as-if-converted-to-common stock-basis, in any
+dividends paid to the holders of common stock.
+
+Redemption
+
+We are not obligated to
+redeem or repurchase any Series A Preferred Shares. Series A Preferred Shares are not otherwise entitled to any redemption rights
+or mandatory sinking fund or analogous fund provisions.
+
+Exchange Listing
+
+The Series A
+Preferred Shares are not listed on any national securities exchange or other nationally recognized trading system. 
+
+ -75-
+
+ 
+
+ 
+
+ 
+
+Series B Convertible Preferred Stock
+
+ 
+
+The following is a summary of the material terms of the Series B Convertible Preferred Stock, which we refer to as the Series B Preferred Shares or the Series B Preferred Stock. This summary is not complete. The following summary of the terms and provisions of the Series B Preferred Stock is qualified in its entirety by reference to the certificate of designation for the Series B Convertible Preferred Stock, the form of which has been filed as an exhibit to the registration statement of which this prospectus is a part.
+
+ 
+
+ General
+
+ 
+
+Our board of directors has designated up to shares of the 5,000,000 authorized shares of preferred stock as Series B Preferred Shares, par value $0.001 per share. When issued, the Series B Preferred Shares will be validly issued, fully paid and non-assessable. Each share of Series B Preferred Shares will have a stated value of $1,000 per share.
+
+ 
+
+Rank
+
+ 
+
+The Series B Preferred Stock will rank on parity to our common stock with respect to dividends and liquidation rights.
+
+ 
+
+Conversion
+
+ 
+
+Each Series B Preferred
+Share is initially convertible into shares of our common stock (subject to adjustment as provided in the certificate of designation
+for the Series B Preferred Stock) at any time at the option of the holder at a conversion price equal to the stated value of the
+Series B Preferred Shares of $1,000 divided by the public offering price of the Class A Units in this offering. Holders of Series
+B Preferred Shares will be prohibited from converting the Series B Preferred Shares into shares of our common stock if, as a result
+of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our common
+stock then issued and outstanding. However, any holder may increase or decrease such percentage to any other percentage not in
+excess of 9.99% upon at least 61 days prior notice from the holder to us.
+
+ 
+
+Liquidation Preference
+
+ 
+
+In the event of our liquidation, dissolution or winding-up, holders of Series B Preferred Shares will be entitled to receive the same amount that a holder of our common stock would receive if the Series B Preferred Shares were fully converted into shares of our common stock at the conversion price (disregarding for such purposes any conversion limitations) which amounts shall be paid pari passu with all holders of common stock.
+
+ 
+
+Voting Rights
+
+ 
+
+Holders of Series
+B Preferred Shares generally will not have the right to vote on any matters brought before the Company s common stockholders,
+either as a separate class or on an as-converted-to-common-stock basis, and will not have the right to vote for members of the
+Company s board of directors. However, the affirmative vote of the holders of a majority of the then-outstanding Series
+B Preferred Shares will be required to (a) alter or change adversely the powers, preferences or rights of the Series B Preferred
+Shares, (b) amend our articles of incorporation or other charter documents in any manner that materially adversely affects any
+rights of the holders of Series B Preferred Shares, (c) increase the number of authorized Series B Preferred Shares, (c) issue
+any Series B Preferred Shares other than pursuant to the certificate of designation for the Series B Convertible Preferred Stock,
+or (d) enter into any agreement with respect to any of the foregoing.
+
+ 
+
+Dividends
+
+ 
+
+Series B Preferred Shares will not be entitled to receive any dividends, unless and until specifically declared by our board of directors. The holders of the Series B Preferred Shares will participate, on an as-if-converted-to-common stock-basis, in any dividends paid to the holders of common stock.
+
+ 
+
+Redemption
+
+ 
+
+We are not obligated to redeem or repurchase any Series B Preferred Shares. Series B Preferred Shares are not otherwise entitled to any redemption rights or mandatory sinking fund or analogous fund provisions.
+
+ 
+
+Exchange Listing
+
+ 
+
+We do not plan on making an application to list the Series B Preferred Shares on any national securities exchange or other nationally recognized trading system.
+
+ 
+
+ -76- 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Warrants
+
+The following
+is a summary of the material terms of the warrants. This summary is not complete. The following summary of the terms and provisions
+of the warrants is qualified in its entirety by reference to the warrants and the warrant agency agreement, the forms of which
+have been filed as exhibits to the registration statement of which this prospectus is a part. vStock Transfer, LLC will act as
+Warrant Agent with respect to the warrants issued in this offering.
+
+Form
+
+The warrants
+will be issued in electronic book-entry form to the investors. You should review a copy of the form of warrant, which is filed
+as an exhibit to the registration statement of which this prospectus forms a part, for a complete description of the terms and
+conditions applicable to the warrants.
+
+Exercisability
+
+The warrants
+are exercisable at any time after their original issuance, and at any time up to the date that is five years after their original
+issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed
+exercise notice and, at any time a registration statement registering the issuance of the shares of common stock underlying the
+warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration
+under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the
+number of shares of common stock purchased upon such exercise. If a registration statement registering the issuance of the shares
+of common stock underlying the warrants under the Securities Act is not effective or available and an exemption from registration
+under the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise
+the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of
+common stock determined according to the formula set forth in the warrant. No fractional shares of common stock will be issued
+in connection with the exercise of a warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to
+the fractional amount multiplied by the exercise price.
+
+Exercise Limitation
+
+A holder will
+not have the right to exercise any portion of the warrant if the holder (together with its affiliates) would beneficially own
+in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as
+such percentage ownership is determined in accordance with the terms of the warrants.
+
+Exercise Price
+
+The exercise
+price per share of common stock purchasable upon exercise of the warrants is equal to 100% of the public offering price of a Class
+A Unit. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock
+splits, stock combinations, reclassifications or similar events affecting our common stock and also upon any distributions of
+assets, including cash, stock or other property to our stockholders.
+
+Cashless Exercise
+
+The exercise price and the number
+of shares issuable upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events,
+stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our common stock.
+The warrant holders must pay the exercise price in cash upon exercise of the warrants, unless such warrant holders are utilizing
+the cashless exercise provision of the warrants, which is only available in certain circumstances such as if the underlying shares
+are not registered with the SEC pursuant to an effective registration statement. We intend to use commercially reasonable efforts
+to have the registration statement of which this prospectus forms a part, effective when the warrants are exercised.
+
+Transferability
+
+Subject to
+applicable laws, the warrants may be offered for sale, sold, transferred or assigned without our consent.
+
+Exchange Listing
+
+We do not
+plan on making an application to list the warrants on any national securities exchange or other nationally recognized trading
+system.
+
+Fundamental Transactions
+
+In the event
+of a fundamental transaction, as described in the warrants and generally including any reorganization, recapitalization or reclassification
+of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation
+or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group
+becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the warrants
+will be entitled to receive upon exercise of the warrants the kind and amount of securities, cash or other property that the holders
+would have received had they exercised the warrants immediately prior to such fundamental transaction.
+
+Rights as a Stockholder
+
+Except as
+otherwise provided in the warrants or by virtue of such holder s ownership of shares of our common stock, the holder of
+a warrant does not have the rights or privileges of a holder of our common stock, including any voting rights, until the holder
+exercises the warrant.
+
+ 
+
+ -77-
+
+ 
+
+ 
+
+ 
+
+November 2019 Warrants
+
+The following is a summary of the material terms of the warrants issued in the November 2019 Financing (the
+"November 2019 Warrants"). This summary is not complete. The following summary of the terms and provisions of the November
+2019 Warrants is qualified in its entirety by reference to November 2019 Warrants and the warrant agency agreement, the forms of
+which have been previously filed.
+
+Exercisability
+
+The November 2019 Warrants are exercisable at any time after their original issuance and have an expiration
+date of November 2024. The November 2019 Warrants will be exercisable, at the option of each holder, in whole or in part by delivering
+to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the shares of common
+stock underlying the November 2019 Warrants under the Securities Act is effective and available for the issuance of such shares,
+or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in
+immediately available funds for the number of shares of common stock purchased upon such exercise. If a registration statement
+registering the issuance of the shares of common stock underlying the November 2019 Warrants under the Securities Act is not effective
+or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, the
+holder may, in its sole discretion, elect to exercise the November 2019 Warrants through a cashless exercise, in which case the
+holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth
+in the November 2019 Warrants. No fractional shares of common stock will be issued in connection with the exercise of November
+2019 Warrants. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied
+by the exercise price.
+
+Exercise Limitation
+
+A holder will not have the right
+to exercise any portion of the November 2019 Warrants if the holder (together with its affiliates) would beneficially own in
+excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as
+such percentage ownership is determined in accordance with the terms of the Warrants.
+
+Exercise Price
+
+The November 2019 Warrants have an exercise price of $1.94. The exercise price is subject to appropriate adjustment
+in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events
+affecting our common stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.
+
+Cashless Exercise
+
+The exercise price and the number of shares issuable upon exercise of the November 2019 Warrants is subject
+to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications,
+reorganizations or similar events affecting our common stock. The November 2019 Warrant holders must pay the exercise price in
+cash upon exercise of the November 2019 Warrants, unless such November 2019 Warrant holders are utilizing the cashless exercise
+provision of the November 2019 Warrants, which is only available in certain circumstances such as if the underlying shares are
+not registered with the SEC pursuant to an effective registration statement. We intend to use commercially reasonable efforts to
+have the registration statement of which this prospectus forms a part, effective when the November 2019 Warrants are exercised.
+
+Anti-Dilution
+
+In addition to the adjustments noted above under "Exercise Price," the November 2019 Warrants
+also contain anti-dilution protection upon the issuance of any common stock, securities convertible into common stock or certain
+other issuances at a price below the then-existing exercise price of the November 2019 Warrants within two years of the date of
+issuance, with certain exceptions. The anti-dilution protection contained in the November 2019 Warrant does not provide for the
+issuance of additional securities in the event of, or in place of, an adjustment to the then-existing exercise price of the November
+2019 Warrants.
+
+Transferability
+
+Subject to applicable laws, the
+November 2019 Warrants may be offered for sale, sold, transferred or assigned without our consent.
+
+Exchange Listing
+
+The November 2019 Warrants are not
+listed on any national securities exchange or other nationally recognized trading system.
+
+Fundamental Transactions
+
+In the event of a fundamental transaction,
+as described in the November 2019 Warrants and generally including any reorganization, recapitalization or reclassification
+of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our
+consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any
+person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the
+holders of the November 2019 Warrants will be entitled to receive upon exercise of the November 2019 Warrants the kind and
+amount of securities, cash or other property that the holders would have received had they exercised the November 2019
+Warrants immediately prior to such fundamental transaction.
+
+ 
+
+In addition, in the event of a fundamental transaction which is
+approved by our Board (but not in a fundamental transaction which is not approved by our Board), the holders of the November 2019
+Warrants have the right to require us or a successor entity to redeem the November 2019 Warrant for the consideration paid in the
+fundamental transaction in the amount of the Black Scholes value of the unexercised portion of the November 2019 Warrant on the
+date of the consummation of the fundamental transaction.
+
+ 
+
+Rights as a Stockholder
+
+Except as otherwise provided in the November 2019 Warrants or by virtue of such holder s ownership of
+shares of our common stock, the holder of a November 2019Warrant does not have the rights or privileges of a holder of our common
+stock, including any voting rights, until the holder exercises the November 2019 Warrant.
+
+ -78-
+
+ 
+
+ 
+
+ 
+
+December 2018 Warrants
+
+The following is a summary
+of the material terms of the warrants issued in the December 2018 Financing (the "December 2018 Warrants"). This summary
+is not complete. The following summary of the terms and provisions of the warrants is qualified in its entirety by reference to
+the warrants and the warrant agency agreement, the forms of which have been previously filed .
+
+Exercisability
+
+ 
+
+The December 2018 Warrants are exercisable at any time after their original issuance have an expiration date
+of December 2023. The December 2018 Warrants are exercisable, at the option of each holder, in whole or in part by delivering to
+us a duly executed exercise notice and, at any time a registration statement registering the issuance of the shares of common stock
+underlying the December 2018 Warrants under the Securities Act is effective and available for the issuance of such shares, or an
+exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately
+available funds for the number of shares of common stock purchased upon such exercise. If a registration statement registering
+the issuance of the shares of common stock underlying the December 2018 Warrants under the Securities Act is not effective or available
+and an exemption from registration under the Securities Act is not available for the issuance of such shares, the holder may, in
+its sole discretion, elect to exercise the December 2018 Warrant through a cashless exercise, in which case the holder would receive
+upon such exercise the net number of shares of common stock determined according to the formula set forth in the December 2018
+Warrants. No fractional shares of common stock will be issued in connection with the exercise of a December 2018 Warrant. In lieu
+of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.
+
+ 
+
+Exercise Limitation
+
+ 
+
+A holder will not have the right to exercise
+any portion of the December 2018 Warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99%
+of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership
+is determined in accordance with the terms of the December 2018 Warrants.
+
+ 
+
+Exercise Price
+
+ 
+
+The exercise price of the December 2018 Warrants
+is $35.00. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock
+splits, stock combinations, reclassifications or similar events affecting our common stock and also upon any distributions of assets,
+including cash, stock or other property to our stockholders.
+
+ 
+
+Cashless Exercise
+
+ 
+
+The exercise price and the number of shares issuable upon exercise of the December 2018 Warrants is subject
+to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications,
+reorganizations or similar events affecting our common stock. The December 2018 Warrant holders must pay the exercise price in
+cash upon exercise of the December 2018 Warrants, unless such December 2018 Warrant holders are utilizing the cashless exercise
+provision of the December 2018 Warrants, which is only available in certain circumstances such as if the underlying shares are
+not registered with the SEC pursuant to an effective registration statement.
+
+ 
+
+Call Option
+
+ 
+
+If there is a registration statement that covers the resale of the shares underlying the December 2018 Warrants
+or all of such shares may be sold pursuant to Rule 144 upon cashless exercise without restrictions, including volume restrictions,
+we have the option to "call" the exercise of any or all of the December 2018 Warrants, from time to time by giving
+a call notice to the holder only after any 10-consecutive trading day period during which the daily VWAP of the common stock is
+not less than 300% of the exercise price for the common warrants in effect for such 10-consecutive trading day period. During the
+call period, the holder may exercise the December 2018 Warrant and purchase the called common stock underlying the December 2018
+Warrant. If the holder fails to timely exercise the December 2018 Warrant or a number of shares of common stock equal to number
+of called shares of common stock during the call period, our sole remedy will be to cancel an amount of called shares of common
+stock underlying the December 2018 Warrant equal to such shortfall, with the warrant no longer being exercisable with respect to
+such shares of common stock. The call period is a period of 30 trading days following the date on which the call notice is deemed
+given and effective.
+
+ 
+
+Transferability
+
+ 
+
+Subject to applicable laws, the December 2018
+Warrants may be offered for sale, sold, transferred or assigned without our consent.
+
+ 
+
+Exchange Listing
+
+ 
+
+The December 2018 Warrants are not listed
+on any national securities exchange or other nationally recognized trading system.
+
+ 
+
+Fundamental Transactions
+
+ 
+
+In the event of a fundamental transaction, as described in the December 2018 Warrants and generally including
+any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or
+substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more
+than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented
+by our outstanding common stock, the holders of the December 2018 Warrants will be entitled to receive upon exercise of the December
+2018 Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised
+the December 2018 Warrants immediately prior to such fundamental transaction.
+
+ 
+
+ -79-
+
+ 
+
+ 
+
+Rights as a Stockholder
+
+ 
+
+Except as otherwise provided in the December 2018 Warrants or by virtue of such holder s ownership of
+shares of our common stock, the holder of a December 2018 Warrant does not have the rights or privileges of a holder of our common
+stock, including any voting rights, until the holder exercises the December 2018 Warrant.
+
+ 
+
+October 2016 Warrants 
+
+The
+material provisions of the warrants issued in an underwritten public offering (the "October 2016 Financing") on October
+26, 2016 (the "October 2016 Warrants") are set forth herein but are only a summary and are qualified in their entirety
+by the provisions of the warrant agreement that has been previously filed.
+
+ 
+
+Exercisability
+
+ 
+
+The October 2016 Warrants may be exercised by delivering an exercise notice, appropriately completed and duly
+signed on or prior to the expiration date at the offices of the warrant agent, accompanied by full payment of the exercise price,
+by certified or official bank check payable to us, for the number of October 2016 Warrants being exercised, unless such October
+2016 Warrant holders are utilizing the cashless exercise provision of the October 2016 Warrants, which is only available in certain
+circumstances such as if the underlying shares are not registered with the SEC pursuant to an effective registration statement.
+The October 2016 Warrants have an expiration date of October 2021. We intend to use commercially reasonable efforts to have the
+registration statement of which this prospectus forms a part, effective when the October 2016 Warrants are exercised. The October
+2016 Warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise
+their October 2016 Warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the
+October 2016 Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by
+stockholders.
+
+ 
+
+Because we are prohibited from issuing fractional shares, the October 2016 Warrants can only be exercised
+in lots of two, which means that each holder must exercise two October 2016 Warrants to receive one share of common stock. No fractional
+shares of common stock will be issued upon exercise of the October 2016 Warrants. If multiple October 2016 Warrants are exercised
+by the holder at the same time, we will aggregate the number of whole shares issuable upon exercise of all the October 2016 Warrants
+tendered for exercise.
+
+ 
+
+Exercise Price
+
+The exercise price of the
+October 2016 Warrants is $630.00. The exercise price and number of shares of common stock issuable upon exercise of the October
+2016 Warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend on or
+recapitalization, reorganization, merger or consolidation. However, the October 2016 Warrants will not be adjusted for issuances
+of common stock at a price below the exercise price of the October 2016 Warrants.
+
+ 
+
+Exercise
+Limitation 
+
+ 
+
+Subject to limited exceptions, a holder of the October 2016 Warrants will not have the right to exercise any
+portion of its October 2016 Warrants if the holder (together with such holder s affiliates, and any persons acting as a group
+together with such holder or any of such holder s affiliates) would beneficially own a number of shares of common stock in
+excess of 4.99% (or, at the election of the holder, 9.99%) of the shares of our common stock then outstanding after giving effect
+to such exercise (the "Beneficial Ownership Limitation"); provided, however, that upon notice to the us, the holder
+may increase or decrease the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation
+exceed 9.99% and any increase in the Beneficial Ownership Limitation will not be effective until 61 days following notice of such
+increase from the holder to us.
+
+ 
+
+Fundamental
+Transactions
+
+ 
+
+In the event we consummate
+a merger or consolidation with or into another person or other reorganization event in which our common shares are converted or
+exchanged for securities, cash or other property, or we sell, lease, license, assign, transfer, convey or otherwise dispose of
+all or substantially all of our assets or we or another person acquire 50% or more of our outstanding shares of common stock, then
+following such event, the holders of the October 2016 Warrants will be entitled to receive upon exercise of the October 2016 Warrants
+the same kind and amount of securities, cash or property which the holders would have received had they exercised the October 2016
+Warrants immediately prior to such fundamental transaction. Any successor to us or surviving entity shall assume the obligations
+under the October 2016 Warrants.
+
+ 
+
+Underwriter Warrants
+
+We also issued to the underwriter or its in the October 2016 Financing warrants to purchase common stock (the
+"Underwriter Warrants"). The Underwriter Warrants have an exercise price of $690.00 The Underwriter Warrants are exercisable
+at any time and from time to time, in whole or in part and have an expiration date of October 2021. The Underwriter Warrants provide
+for a cashless exercise provision, piggyback registration rights and customary anti-dilution provisions (for stock dividends and
+splits and recapitalizations) consistent with FINRA Rule 5110.
+
+ 
+
+ -80-
+
+ 
+
+ 
+
+ 
+
+ 
+
+Anti-Takeover Effects of Provisions of the Articles of Incorporation and Bylaws
+
+ 
+
+Articles of Incorporation and Bylaw Provisions. Our articles of incorporation and bylaws include a number of provisions that may have the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts. They are intended to enhance long-term value to our stockholders by increasing the likelihood of continued stability in the composition of our board of directors and its policies and may have the effect of discouraging certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are also designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts. These provisions include the items described below.
+
+ 
+
+Filling Vacancies. Any vacancy on our board of directors, however occurring, including a vacancy resulting from an increase in the size of our board of directors, may only be filled by the affirmative vote of a majority of our directors then in office even if less than a quorum.
+
+ 
+
+Meetings of Stockholders. Our bylaws provide that our president, our board of directors or a duly authorized committee of the board of directors may call special meetings of stockholders and only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders. Our bylaws limit the business that may be conducted at an annual meeting of stockholders to those matters properly brought before the meeting.
+
+ 
+
+Advance Notice Requirements. Our bylaws include advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. The notice must contain certain information specified in the amended and restated bylaws.
+
+ 
+
+Amendment
+to Bylaws and Articles of Incorporation. As required by Nevada law, any amendment of our articles of incorporation must
+first be approved by a majority of our board of directors and, if required by law or our articles of incorporation, thereafter
+be approved by a majority of the outstanding shares entitled to vote on the amendment, and a majority of the outstanding shares
+of each class entitled to vote thereon as a class. Our bylaws may be amended by the affirmative vote of a majority vote of the
+directors then in office, subject to any limitations set forth in the bylaws, or by the holders of at least sixty-six and two-thirds
+percent (66 2/3%) of the outstanding voting power of our company, voting together as a single class. 
+
+ 
+
+Blank Check Preferred Stock. Our articles of incorporation provides for 5,000,000 authorized shares of preferred stock. The existence of authorized but unissued shares of preferred stock may have the effect of discouraging an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the interests of our company or our stockholders, our board of directors could cause shares of preferred stock to be issued without stockholder approval in one or more offerings or other transactions that might have the effect of diluting the relative voting or other rights of the proposed acquirer or activist stockholder or stockholder group. The issuance of shares of preferred stock with rights preferential to the common stock could have the effect of decreasing the amounts available for distribution to holders of shares of common stock. The issuance may also adversely affect the relative rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring, or preventing a change of control of us.
+
+ 
+
+Exclusive Forum Bylaws Provision. Our bylaws require that, to the fullest extent permitted by law, and unless the Company consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada, will, to the fullest extent permitted by law, be the sole and exclusive forum for each of the following:
+
+ 
+
+ 
+
+ 
+
+any derivative action or proceeding brought in the name or right of the Company or on its behalf,
+
+ 
+
+ 
+
+ 
+
+any action asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company s stockholders,
+
+ 
+
+ 
+
+ 
+
+any action arising or asserting a claim arising pursuant to any provision of NRS Chapters 78 or 92A or any provision of our articles of incorporation or bylaws, or
+
+ 
+
+ 
+
+ 
+
+any action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce or determine the validity of our articles of incorporation or bylaws.
+
+ 
+
+Because
+the applicability of the exclusive forum provision is limited to the extent permitted by law, we believe that the exclusive forum
+provision would not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for
+which the federal courts have exclusive jurisdiction, and that federal courts have concurrent jurisdiction over all suits brought
+to enforce any duty or liability created by the Securities Act. We note that there is uncertainty as to whether a court would
+enforce the provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations
+thereunder. Although we believe this provision benefits us by providing increased consistency in the application of Nevada law
+in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors
+and officers. 
+
+ 
+
+ -81-
+
+ 
+
+ 
+
+ 
+
+MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 
+
+ 
+
+The following is a summary of the material
+United States federal income tax consequences to U.S. holders and non-U.S. holders (each as defined below) of their ownership
+and disposition of our common stock and Series B Convertible Preferred Stock or the related warrants, but does not purport to
+be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon current provisions
+of the Internal Revenue Code of 1986, as amended, or Code, existing and proposed United States Treasury Regulations promulgated
+thereunder, current administrative rulings, and judicial decisions, all as in effect as of the date hereof. These authorities
+may be changed, possibly retroactively, so as to result in United States federal tax consequences different from those set forth
+below. We have not obtained, and do not intend to obtain, any opinion of counsel or ruling from the Internal Revenue Service,
+or the IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance
+that the IRS will agree with such statements and conclusions.
+
+ 
+
+This summary also does not address the tax considerations arising under the laws of any non-United States, state or local jurisdiction or under any non-income tax laws, including United States federal gift and estate tax laws, except to the limited extent set forth below. In addition, this discussion does not address the potential application of the tax on net investment income or the alternative minimum tax. This discussion may not apply, in whole or in part, to particular U.S. holders and non-U.S. holders in light of their individual circumstances or to holders subject to special treatment under the United States federal income tax laws, including, without limitation:
+
+ 
+
+ 
+ 
+ insurance
+ companies, banks or other financial institutions;
+
+ 
+ 
+ tax-exempt
+ organizations;
+
+ 
+ 
+ pension
+ plans;
+
+ 
+ 
+ controlled
+ foreign corporations or passive foreign investment companies;
+
+ 
+ 
+ brokers
+ or dealers in securities or currencies;
+
+ 
+ 
+ traders
+ in securities that elect to use a mark-to-market method of accounting for their securities holdings;
+
+ 
+ 
+ persons
+ that own, or are deemed to own, more than 5% of our capital stock (except to the extent specifically set forth below);
+
+ 
+ 
+ certain
+ former citizens or long-term residents of the United States;
+
+ 
+ 
+ persons
+ that hold our common stock, warrants, and Series B Convertible Preferred Stock as a position in a hedging transaction, straddle,
+ conversion transaction, synthetic security or other integrated investment;
+
+ 
+ 
+ persons
+ that hold or receive our common stock, warrants, and Series B Convertible Preferred Stock pursuant to the exercise of any
+ employee stock option or otherwise as compensation; and
+
+ 
+ 
+ persons
+ that do not hold our common stock, warrants, and Series B Convertible Preferred Stock as a capital asset within the meaning
+ of Section 1221 of the Code.
+
+ 
+
+In addition,
+this discussion does not address the tax treatment of partnerships, including any entity or arrangement treated as a partnership
+for United States federal income tax purposes. Generally, the tax treatment of a person treated as a partner in such an entity
+will depend on the status of the partner, the activities of the partner and the partnership, and certain determinations made at
+the partner level. Accordingly, partnerships that hold our common stock, warrants, and Series B Convertible Preferred Stock, and
+partners in such partnerships, should consult their tax advisors.
+
+THIS SUMMARY
+IS NOT INTENDED TO BE CONSTRUED AS LEGAL ADVICE. WE RECOMMEND THAT PROSPECTIVE INVESTORS CONSULT THEIR TAX ADVISORS REGARDING
+THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK,
+WARRANTS AND SERIES B CONVERTIBLE PREFERRED STOCK, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR FOREIGN TAX
+LAWS, ANY APPLICABLE INCOME TAX TREATIES, OR ANY OTHER U.S. FEDERAL TAX LAWS (INCLUDING ESTATE AND GIFT TAX LAWS).
+
+ 
+
+Allocation of Purchase Price
+
+ 
+
+For U.S. federal
+income tax purposes, each investor must allocate the purchase price paid by such investor among the purchased common stock, warrants,
+and Series B Convertible Preferred Stock, as applicable, based on their relative fair market values at the time of issuance. This
+allocation of the purchase price will establish the holder s initial tax basis for U.S. federal income tax purposes in such
+investor s purchased common stock, warrants, or Series B Convertible Preferred Stock, as applicable. The separation (as
+opposed to the disposition) of common stock, warrants, or Series B Convertible Preferred Stock pursuant to this offering should
+not be a taxable event for U.S. federal income tax purposes. Certain warrants may be treated as common stock for U.S. federal
+income tax purposes. Each holder should consult its own tax advisor regarding the allocation of the purchase price described herein.
+
+The foregoing
+treatment of our common stock, warrants, and Series B Convertible Preferred Stock and an investor s purchase price allocation
+are not binding on the IRS or the courts. Because there are no statutory, administrative or judicial authorities that directly
+address such investment units, no assurance can be given that the IRS or the courts will agree with the characterization described
+above or the discussion below. Accordingly, each investor should consult with tax advisors regarding the risks associated with
+the acquisition of our common stock, warrants, and Series B Convertible Preferred Stock pursuant to this offering (including potential
+alternative characterizations) and regarding an allocation of the purchase price among the purchased common stock, warrants, and
+Series B Convertible Preferred Stock, as applicable, that each investor is treated as acquiring. The balance of this discussion
+generally assumes that the characterization described above is respected for U.S. federal income tax purposes.
+
+ 
+
+ -82-
+
+ 
+
+ 
+
+ 
+
+ 
+
+U.S. Holders
+
+ 
+
+Definition of U.S. Holder
+
+ 
+
+For purposes of this
+discussion, a "U.S. holder" is any beneficial owner of our securities that is, for U.S. federal income tax purposes:
+
+ 
+
+ an individual citizen or resident of the United States;
+
+ 
+
+ a corporation, or other entity taxable as a corporation,
+created or organized in the United States or under the laws of the United States or any political subdivision thereof;
+
+ 
+
+ an estate whose income is subject to United States
+federal income tax regardless of its source; or
+
+ 
+
+ a trust whose administration is subject to the primary
+supervision of a United States court and which has one or more "United States persons" (as defined in the Code) who
+have the authority to control all substantial decisions of the trust, or which has made a valid election to be treated as a United
+States person.
+
+ 
+
+If you are not a U.S. holder, this section does not apply to you. Please see the discussion under "Non-U.S. Holders" below.
+
+ 
+
+Exercise or Expiration of Warrants
+and Constructive Distributions on Warrants
+
+Sale, Exchange, Redemption
+or other Taxable Disposition of Warrants
+
+Upon the sale,
+exchange, redemption or other taxable disposition of a warrant, in general, a U.S. holder will recognize taxable gain or loss
+measured by the difference, if any, between (i) the amount of cash and the fair market value of any property received upon such
+taxable disposition and (ii) the U.S. holder s adjusted tax basis in the warrant. Such gain or loss generally will be capital
+gain or loss and generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the U.S. holder s
+holding period for the warrant is more than one year. The deductibility of capital losses is subject to limitations.
+
+Exercise or Expiration of Warrants
+
+Upon the exercise
+of a warrant by paying the exercise price in cash, in general, a U.S. holder will not recognize gain or loss for U.S. federal
+income tax purposes, except to the extent the U.S. holder receives a cash payment for any fractional share of common stock that
+would otherwise have been issuable upon exercise of the warrant. The U.S. holder s initial tax basis in a share of common
+stock received upon exercise will be equal to the sum of (1) the U.S. holder s adjusted tax basis in the warrant and (2)
+the exercise price of the warrant. The U.S. holder s holding period in the shares received upon exercise will commence on
+the day of exercise. If a warrant expires without being exercised, a U.S. holder will recognize a capital loss in an amount equal
+to the U.S. holder s adjusted tax basis in the warrant. Such loss will be long-term capital loss if, at the time of the
+expiration, the warrant has been held by the U.S. holder for more than one year. The deductibility of capital losses is subject
+to limitations.
+
+Constructive Distributions
+on Warrants
+
+Under Section
+305 of the Code, an adjustment to the number of common shares that will be issued on the exercise of the warrants, or an adjustment
+to the exercise price of the warrants, may be treated as a constructive distribution if, and to the extent that, such adjustment
+has the effect of increasing a U.S. holder s proportionate interest in our earnings and profits or assets, depending on
+the circumstances of such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other property
+to the holders of our common stock). An adjustment made pursuant to a bona fide reasonable adjustment formula that has the effect
+of preventing dilution should generally not be considered to result in a constructive distribution. Any such constructive distribution
+could be taxable whether or not there is an actual distribution of cash or other property. See the more detailed discussion of
+the rules applicable to distributions made by us under the heading "Distributions on Common Stock and Series B Convertible
+Preferred Stock to U.S. Holder" below. U.S. holders should consult with tax advisors regarding the proper treatment of any
+adjustments to the warrants.
+
+ Distributions on Common Stock
+and Series B Convertible Preferred Stock to U.S. Holders
+
+ 
+
+As described in the section captioned "
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/TONX_ton_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/TONX_ton_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..639425237d328b3d042b1f775fdb89b1f6c766f5
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/TONX_ton_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1 RISK FACTORS 8 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 23 USE OF PROCEEDS 24 MARKET INFORMATION 24 DIVIDEND POLICY 24 CAPITALIZATION 25 DILUTION 26 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 27 BUSINESS 42 MANAGEMENT 51 EXECUTIVE COMPENSATION 59 Certain Relationships and Related Transactions 75 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 78 DESCRIPTION OF securities 79 UNDERWRITING 89 LEGAL MATTERS 94 EXPERTS 94 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 94 WHERE YOU CAN FIND MORE INFORMATION 94 INDEX TO FINANCIAL STATEMENTS F-1 PROSPECTUS SUMMARY This summary highlights selected information included elsewhere in this prospectus and does not contain all of the information you should consider before investing in our securities. You should read the entire prospectus carefully, especially the "Risk Factors" section and historical financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in our securities. Some of the statements in this prospectus constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements." Our Business Overview We are a Software-as-a-Service, or SaaS, applications platform developer. Our platform is comprised of a suite of sales enablement business software products marketed on a subscription basis. Our applications, available in both mobile and desktop versions, are offered as a fully integrated suite, as well as on a standalone basis, and include verbCRM, our Customer Relationship Management application; verbLEARN, our Learning Management System application; and verbLIVE, our Live Broadcast Video Webinar application. Our Technology Our suite of applications can be distinguished from other sales enablement applications because our applications utilize our proprietary interactive video technology as the primary means of communication between sales and marketing professionals and their customers and prospects. Moreover, the proprietary data collection and analytics capabilities of our applications inform our users in real time, on their devices, when and for how long their prospects have watched a video, how many times such prospects watched it, and what they clicked-on, which allows our users to focus their time and efforts on , ' ': hot leads or interested prospects rather than on those that have not seen such video or otherwise expressed interest in such content. Users can create their hot lead lists by using familiar, intuitive , ' ': swipe left/swipe right on-screen navigation. Our clients report that these capabilities provide for a much more efficient and effective sales process resulting in increased sales conversion rates. We developed the proprietary patent-pending interactive video technology, as well as several other patent-issued and patent-pending technologies that serve as the unique foundation for all of our platform applications. Our Products verbCRM combines the capabilities of customer relationship management, or CRM, lead-generation, content management, and in-video e-commerce capabilities in an intuitive, yet powerful tool for both inexperienced as well as highly skilled sales professionals. verbCRM allows users to quickly and easily create, distribute, and post videos to which they can add a choice of on-screen clickable icons which, when clicked, allow viewers to respond to the user s call-to-action in real-time, in the video, while the video is playing, without leaving or stopping the video. For example, our technology allows a prospect or customer to click on a product they see featured in a video and impulse buy it, or to click on a calendar icon in the video to make an appointment with a salesperson, which are among the many novel features and functionalities designed to eliminate or reduce friction from the sales process for our users. The verbCRM app is designed to be easy to use and navigate, and takes little time and training for a user to begin using the app effectively. It usually takes less than four minutes for a novice user to create an interactive video from our app. Users can add interactive icons to pre-existing videos, as well as to newly created videos shot with practically any mobile device. verbCRM interactive videos can be distributed via email, text messaging, chat app, or posted to popular social media directly and easily from our app. No software download is required to view Verb interactive videos on virtually any mobile or desktop device, including smart TVs. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted. Subject to Completion, dated July 7, 2020 PRELIMINARY PROSPECTUS 7,751,900 Shares of Common Stock We are offering 7,751,900 shares of our common stock, $0.0001 par value per share, at an assumed public offering price of $1.29 per share, the closing price of our common stock on July 6, 2020. Our common stock is listed on The Nasdaq Capital Market under the symbol "VERB." The last reported price of our common stock on July 6, 2020, was $1.29 per share. The recent market price of our common stock used throughout this prospectus may not be indicative of the final offering price for each share of common stock. The final public offering price will be determined through negotiation between us and the underwriter based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering. Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 8 of this prospectus. Per Share Total(1) Public offering price $ $ Underwriting discounts and commissions(2) $ $ Proceeds, before expenses, to Verb Technology, Inc. $ $ (1) Assumes no exercise of the underwriter s option to purchase additional shares of our common stock as described below. (2) We have also agreed to reimburse Ladenburg Thalmann & Co. Inc. ("Ladenburg") for certain expenses. See "Underwriting" on page 89 for additional information regarding underwriting expenses. We have granted a 45-day option to the underwriter to purchase additional shares of common stock (up to 15% of the number of shares of common stock sold in the primary offering) solely to cover over-allotments, if any. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriter expects to deliver the shares against payment on or about , 2020. Ladenburg Thalmann The date of this prospectus is , 2020. You should rely only on the information contained in this prospectus or in any related free writing prospectus filed by us with the Securities and Exchange Commission, or SEC. We have not, and the underwriter and its affiliates have not, authorized anyone to provide you with any information or to make any representation not contained in this prospectus. We do not, and the underwriter and its affiliates do not, take any responsibility for, and can provide no assurance as to the reliability of, any information that others may provide to you. This prospectus is not an offer to sell or an offer to buy securities in any jurisdiction where offers and sales are not permitted. The information in this prospectus is accurate only as of its date, regardless of the time of delivery of this prospectus or any sale of securities. You should also read and consider the information in the documents to which we have referred you under the caption "Where You Can Find More Information" in the prospectus. Neither we nor the underwriter have done anything that would permit a public offering of the securities or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside of the United States. We urge you to read carefully this prospectus, as supplemented and amended, before deciding whether to invest in any of the common stock being offered. Unless the context indicates otherwise, as used in this prospectus, the terms "Verb," "the Company," "we," "us," "our" or similar terms refer to Verb Technology Company, Inc. and our wholly-owned subsidiary, Verb Direct, LLC. This prospectus includes industry and market data that we obtained from our own internal estimates, industry publications and research, surveys and studies conducted by third parties. Industry publications and third party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third party research, surveys and studies are reliable, we have not independently verified such data. Accordingly, you are cautioned not to give undue weight to such information. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. We use various trademarks and trade names in our business, including without limitation our corporate name and logo. All other trademarks or trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus may be referred to without the and symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. verbLEARN is an interactive video-based learning management system that incorporates all of the clickable in-video technology featured in our verbCRM application, however adapted for use by educators for video-based education. verbLEARN is used by enterprises seeking to educate a large sales team or a customer base about new products, or elicit feedback about existing products. It also incorporates Verb s proprietary data collection and analytics capabilities that inform users in real time, when and for how long the viewers watched the video, how many times they watched it, and what they clicked-on. verbLIVE builds on popular video-based platforms such as Facebook Live, Zoom, WebEx, and Go2Meeting, among others, by adding Verb s proprietary interactive in-video ecommerce capabilities – including an in-video Shopify shopping cart integrated for Shopify account holders - to our own live stream video broadcasting application. verbLIVE is a next-generation webinar platform that allows webinar hosts to utilize a variety of novel sales-driving features, including placing interactive icons on-screen that appear on the screens of all viewers, providing in-video click-to-purchase capabilities for products or services featured in the live video broadcast, in real-time, driving friction-free selling. verbLIVE also provides the host with real-time viewer engagement data and interaction analytics. verbLIVE is entirely browser-based, allowing it to function easily and effectively on all devices without requiring the host or the viewers to download software, and is secured through end-to-end encryption. verbLIVE is currently in pre-sales, accepting customer deposits, and is expected to launch commercially in summer 2020. The Verb In-App Eco-System To more effectively and efficiently monetize our current large user base, we have developed and have begun to deploy in-app purchase capabilities for all verbCRM users. This feature is currently being distributed and deployed as an automatic software update to enterprise client users whose monthly subscription fees and use of the application are paid by their corporate employer, sponsor, or principal. The in-app purchase capability will allow these users to pay for subscriptions directly in the app with their own credit card in order to access upgraded or unlocked verbCRM features and additional functionality within the app. In addition, these users will have in-app access to our forthcoming "app store" where users can subscribe for third-party apps that are complimentary to verbCRM user demographics, such as specialized expense tracking applications, tax software, among other third-party apps offered directly to our user base on a revenue share basis with the third-party developers. In addition, we are expecting to introduce during 2020 an "Open API" architecture, allowing third-party developers to create specialized apps with features and functionality that integrate seamlessly into our verbCRM application. These will be offered directly to our user base through our verbCRM app store on a revenue-sharing basis. Verb Partnerships and Integrations We have completed the integration of verbCRM into systems offered by 17 of the most popular direct sales back-office system providers, such as Direct Scale, Exigo, By Design, Thatcher, Multisoft, Xennsoft, and Party Plan. Direct sales back-office systems provide many of the support functions required for direct sales operations, including payroll, customer genealogy management, statistics, rankings, and earnings, among other direct sales financial tracking capabilities. The integration into these back-office providers, facilitated through our own API development, allows single sign-on convenience for users, as well as enhanced data analytics and reporting capabilities for all users. We believe that our integration into these back-end platforms accelerates the adoption of verbCRM by large direct sales enterprises that rely on these systems and as such, we believe this represents a competitive advantage. We are also in various stages of development, testing and deployment for the integration of our latest generation interactive video and enhanced analytics and reporting technology, and more recently, a core package that includes verbLIVE, into popular CRM providers, including Salesforce, Microsoft, Oracle/NetSuite, and Adobe/Marketo, among others with whom we have executed partnership agreements. Each of these agreements provides for revenue share arrangements resulting from sales of our product to their respective clients. The integrations for Salesforce and Microsoft represent new build integrations, while those for Oracle/NetSuite and Adobe/Marketo represent replacement integrations. We have intentionally, though temporarily, delayed further action on and deployment of these integrations in order to allocate design, engineering and development resources to those initiatives that we believe will become revenue producing opportunities sooner, especially those that we believe will likely produce greater market demand due to the current and anticipated continued effects of the COVID-19 pandemic. We expect to resume action on and deployment of these integrations in the summer of 2020. Non-Digital Products and Services Historically, we have also provided certain non-digital services to some of our enterprise clients such as printing and fulfillment services. We designed and printed welcome kits and starter kits for their marketing needs and provided fulfillment services, which consisted of managing the preparation, handling and shipping of our client s custom-branded merchandise they use for marketing purposes at conferences and other events. We also managed the fulfillment of our clients product sample packs that verbCRM users order through the app for automated delivery and tracking to their customers and prospects. However, on May 20, 2020, we executed a contract with Range Printing, a company in the business of providing enterprise class printing, sample assembly, warehousing, packaging, shipping, and fulfillment services. Pursuant to the contract, through an automated process we have established for this purpose, Range will receive orders for samples and merchandise from us as and when we receive them from our clients and users, and print, assemble, store, package and ship such samples and merchandise on our behalf. The Range contract provides for a revenue share arrangement based upon the specific services to be provided by Range that is designed to maintain our relationship with our clients by continuing to service their non-digital needs, while eliminating the labor and overhead costs associated with the provision of such services by us. The transition to Range Printing is in progress. Our Market Our client base consists primarily of multi-national direct sales enterprises to whom we provide white-labeled, client-branded versions of our products. Our clients also include large professional associations, educational institutions, including school districts, auto sales, auto leasing, insurance, real estate, home security, not-for-profits, as well as clients in the health care industry, and the burgeoning CBD industry, among other business sectors. Currently, we provide subscription-based application services to approximately 100 enterprise clients for use in over 60 countries, in over 48 languages, which collectively account for a user base generated through more than 1.3 million downloads of our verbCRM application. Among the new business sectors targeted for this year are pharmaceutical sales, government institutions, and political parties and candidates. In April 2020, we commenced local language sales, sales support, customer support, and marketing operations in Japan. In order to ensure compliance with Japan s laws, rules and regulations, our operations were established pursuant to, and in accordance with, an exclusive reseller agreement with an existing Tokyo-based Japanese corporation operated by a team with over 30-years experience in the Japan direct sales industry. They operate and market our applications in Japan under the Verb brand. Revenue Generation We generate revenue from the following sources: recurring subscription fees paid by enterprise users and affiliates; recurring subscription fees paid by non-enterprise, small business, and individual users; recurring subscription fees paid by users who access in-app purchases of various premium services, features, functionality, and upgrades; recurring subscription fees paid by users who access in-app purchases of third-party software provider apps in our forthcoming app store; recurring subscription fees paid by users of Salesforce, Microsoft, Oracle/NetSuite, and Adobe/Marketo, among others with whom we have executed partnership agreements, for access to our applications that we intend to integrate into these platforms, including recurring subscription fees paid by users who subscribe to bundled service offerings from these partners and/or their respective value-added resellers; recurring subscription fees paid by users for all of the foregoing products and services generated through our recently launched Japan operations; recurring subscription fees paid by users generated through our forthcoming reseller and affiliate distribution programs; and fees paid by enterprise clients for non-digital products and services through our Range Printing venture. Risks Associated with our Business Our
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/TSHA_taysha_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/TSHA_taysha_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4cd03bde85e959278d66c5aeadac702ee39e31c6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/TSHA_taysha_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights, and is qualified in its entirety by, information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes appearing elsewhere in this prospectus, before making an investment decision. As used in this prospectus, unless the context otherwise requires, references to we, us, our, the company, Taysha and Taysha Gene Therapies refer to Taysha Gene Therapies, Inc., together with its consolidated subsidiaries. Taysha Gene Therapies, Inc. Overview We are a patient-centric gene therapy company focused on developing and commercializing AAV-based gene therapies for the treatment of monogenic diseases of the central nervous system in both rare and large patient populations. We were founded in partnership with The University of Texas Southwestern Medical Center, or UT Southwestern, to develop and commercialize transformative gene therapy treatments. Together with UT Southwestern, we are advancing a deep and sustainable product portfolio of 18 gene therapy product candidates, with exclusive options to acquire four additional development programs at no cost. By combining our management team s proven experience in gene therapy drug development and commercialization with UT Southwestern s world-class gene therapy research capabilities, we believe we have created a powerful engine to develop transformative therapies to dramatically improve patients lives. We expect to initiate a Phase 1/2 clinical trial of TSHA-101 for the treatment of GM2 gangliosidosis, under a Clinical Trial Application, or CTA, in Canada by the end of 2020. In addition, we plan to submit investigational new drug applications, or INDs, for four programs to the U.S. Food and Drug Administration, or the FDA, by the end of 2021: TSHA-101, TSHA-102 (Rett syndrome), TSHA-103 (SLC6A1 haploinsufficiency) and TSHA-104 (SURF1 deficiency). We are also developing TSHA-118 (formerly ABO-202) for the treatment of CLN1 disease (or infantile Batten disease) and intend to initiate a Phase 1/2 clinical trial of TSHA-118 under a currently open IND. In addition to our product pipeline candidates, we are building a platform of next-generation technologies to optimize key components of our AAV-based gene therapies, including redosing, transgene regulation and capsid development. The fundamental components of our approach to gene therapy development are an adeno-associated virus serotype 9, or AAV9, capsid, intrathecal delivery and an efficient manufacturing process. We use an AAV9 capsid to deliver therapeutic genes engineered to replace a mutated gene, enhance the expression of a silenced gene or decrease the expression of a gene, depending on the underlying biology of the specific disease. We use intrathecal administration, which involves direct delivery of our gene therapies to the cerebrospinal fluid, or CSF, to facilitate optimal biodistribution and cell transduction within the central nervous system, or CNS. Our flexible manufacturing processes allow us to produce our gene therapy product candidates efficiently at scale. Through our partnership with UT Southwestern, we have access to a Good Manufacturing Practice-, or GMP-, compliant manufacturing suite that utilizes a suspension HEK293 process to produce AAV9. We also intend to establish our own commercial-scale, GMP-compliant manufacturing facility to meet demand in the event that our product candidates receive marketing approval. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated September 17, 2020 PRELIMINARY PROSPECTUS 6,578,950 Shares Common Stock This is an initial offering of shares of common stock of Taysha Gene Therapies, Inc. We are offering 6,578,950 shares of our common stock. Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $18.00 and $20.00. We have applied to list our common stock on The Nasdaq Global Market under the trading symbol TSHA. We are an emerging growth company as defined under U.S. federal securities laws and, as such, will be subject to reduced public company reporting requirements for this prospectus and future filings. Investing in our common stock involves risks. See Risk Factors beginning on page 15 to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discounts(1) $ $ Proceeds, before expenses, to Taysha Gene Therapies, Inc. $ $ (1) See the section titled Underwriting for a description of the compensation payable to the underwriters. To the extent that the underwriters sell more than 6,578,950 shares of common stock, the underwriters have the option to purchase up to an additional 986,842 shares from us at the initial price to the public less the underwriting discount. The underwriters expect to deliver the shares against payment in New York, New York on , 2020. Goldman Sachs & Co. LLC Morgan Stanley Jefferies Chardan Prospectus dated , 2020 Table of Contents Our Pipeline We are advancing a deep and sustainable product portfolio of 18 gene therapy product candidates for monogenic diseases of the CNS in both rare and large patient populations, with exclusive options to acquire four additional development programs at no cost. Our current pipeline, including the stage of development of each of our product candidates, is represented in the table below. Our portfolio of gene therapy candidates targets broad neurological indications across three distinct therapeutic categories, which together have the potential to address over 500,000 patients in the United States and the European Union: Neurodegenerative diseases, which refer to diseases that are characterized by the progressive degeneration of the structures and functions of the CNS. Neurodevelopmental disorders, which refer to a group of conditions with onset during the time when the brain is developing and are a reflection of disabilities associated primarily with the functioning of the neurological system and brain. Genetic epilepsies, which refer to disorders with recurrent seizures associated with abnormal development of the brain. Our most advanced product candidates include: TSHA-101, which is being developed for the treatment of GM2 gangliosidosis, a lysosomal storage disorder and family of severe neurodegenerative diseases that includes Tay-Sachs disease and Sandhoff disease. We are developing TSHA-101 as a bicistronic HEXBP2A-HEXA transgene packaged into an AAV9 vector under the control of a CAG promoter. We have conducted preclinical studies evaluating safety and biodistribution, and plan to initiate a Phase 1/2 clinical trial under a CTA in Canada by the end of 2020. We plan to submit an IND for TSHA-101 to the FDA and initiate a clinical trial by the end of 2021. TSHA-101 has received Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/TWOH_two-hands_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/TWOH_two-hands_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bf38f5535597fffb290700bc58e1a3d6899c7116
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/TWOH_two-hands_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights material information concerning our business and this Offering. This summary does not contain all of the information that you should consider before making your investment decision. You should carefully read the entire Prospectus and the information incorporated by reference into this Prospectus, including the information presented under the section entitled "Risk Factors" and the financial data and related notes, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from future results contemplated in the forward-looking statements as a result of factors such as those set forth in "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements." Unless otherwise indicated, except for our financial statements and the notes thereto, all references to our common stock, share data, per share data and related information have been adjusted to reflect the 1-for-1,000 reverse stock split of the Company s outstanding common stock on December 10, 2019. In this Prospectus, unless the context indicates otherwise, "Two Hands Corporation," the "Company," "we," "our," "ours" or "us" refer to Two Hands Corporation, a Delaware corporation, and its wholly-owned subsidiary, I8 Interactive Corporation, a company incorporated under the laws of Canada ("I8 Interactive"). Overview Through our operating subsidiary, I8 Interactive, we are engaged in the digital media, application development, secure messaging and an organic hemp-based CBD cultivator and that strives to offer the highest quality CBD extract derivatives to be exported under Two Hands CBD Lab brand described below. Description of Businesses The Company is a software application development company that strives to create a complete co-parenting cloud-based solution. The Company is a designer and developer of an innovative co-parenting application. The Company s flagship product "TwoHandsApp" is the product of years of searching for the ideal solution that will reduce the stress and worries of co-parenting. Our application fulfills our mission and vision that focuses on organization and communication to improve family relationships despite a divorce. "TwoHandsApp" is accessed primarily through the internet which makes it easier to connect to people and manage one or two households at the same time. We have made it possible for the application to be accessed from all types of computing devices and have made it easier to understand even for someone who is not tech savvy. Applications In July 2018, we launched our flagship application, TwoHandsApp, available on the internet at www.twohandsapp.com, to ease the worries when it comes to co-parenting after a divorce or separation. Our user fees for the application are $14.96 per month, $119.88 per year or $215.76 per two-year period. The application has the following features: Dashboard: A dashboard to see all important information at a glance; Shared Schedule: A shared schedule for keeping track of events and shared visitation; Shared Task Manager: A shared task manager for important tasks; Shared Journal: A shared journal that allows co-parents and others to view events in the child s life; Expense Log: An expense log to split and share expenses; Messaging: A private messaging module to communicate with others you invite to the application; Photo Library: A photo library that can be shared with others you invite to the application; Time Tracking: Time tracking and reporting of visitation schedules; Secured Storage: Secure storage of Passwords and important information; and GPS: GPS drop off and pick up confirmation through cell phone Over the course of the next 12 months, we intend to bring the following additional features to market: A platform for family lawyers and mediators; Expanded GEO location services; Expanded messaging services; and Expanded payment system In February 2019, we launched, a phone application called "Two Hands Gone" which is available on the Apple App Store and Google Play and allows users to send encrypted messages directly from their phone, combining military-grade security, confidentiality and privacy. We currently offer the application for free and have over 1,000 registered users. We are exploring ways to monetize it. CBD License in Colombia On January 17, 2019, entered into a binding letter of intent ("LOI") with Plantro Inc. S.A.S ., a vertically integrated organic hemp-based CBD license holder located in Madrid, Colombia ("Plantro"), to purchase a 100% interest in Plantro s license to grow hemp from Colombia ("Plantro License") in consideration for 10 million shares of common stock and a 15% net income royalty fee. Plantro receipt of the Plantro License and the consummation of the Company s acquisition of the Plantro License is currently subject to the review and results of the Colombian government s inspection of the test plants and is anticipated to be in the 1st quarter of 2020. Should the Company complete a definitive agreement with Plantro (the "Definitive Agreement"), as contemplated by the LOI, the Company anticipates these operations will represent 30% to 50% of its business. Until such time, however, the Company s focus remains 100% on its software application development and its flagship product, TwoHandsApp. Our vision is to produce the highest quality, low cost hemp-based oil as it has unlocked the future of health and wellness and be at the forefront. We intend to focus on CBD-based derivatives to take advantage of the greater percentage of the cannabis market focused on health and wellness (70% vs. 30 % THC and recreational). We feel that this limits our downside with a strong focus towards natural products in the health and wellness consumer category. Moreover, CBD crops do not require as precise growing conditions as they essentially are being extracted to produce a raw material compared to being consumed without refinement. CBD is becoming globally accepted and recognized as a "Super Food" and we believe this is going to continue to gain traction, given its usefulness for inflammation, insomnia, migraines, seizures and more. While THC is still seen as a scheduled narcotic and onerous to import/export. We intend to distribute our high-grade hemp-based oil primarily through Latin America and Australia. Once countries allow for importation, we will expand our reach. We are currently engaged in building out our infrastructure in concert of receiving a final sign off from Colombia s justice department and ICA (Ministry of Agriculture). At present, we have built out two greenhouses each 5,000 square feet in size, and a GMP Certified Seed Storage and propagation facility, both have now been approved. We have submitted our test plants for our Agronomist Evaluation Unit which is where a test harvest is grown, and the results are evaluated by a laboratory for the government to characterize the seeds in their database making them legal to grow a commercial harvest. We anticipate being into full harvest by the third quarter of 2019. Our management understands that CBD is a relatively new market and will face price compression as more farms globally come on line. In anticipation, our goal is to become industrial in size in short order, while maintaining GAP (good agricultural practices) as well as processing at GMP (good manufacturing practice) or EU GMP standards. We feel this high-level care and standard will be a differentiating factor compared to other low-price producers allowing us to charge a premium to its competitors globally. If necessary, the Company is looking to augment its cultivation by exploiting the concept of hiring contract farms to plant and cultivate on behalf of the Company in order to further reduce costs and based on supply requirements. Our strategy is to be an industrial scale white label supplier of CBD distillate (oil) and isolate (powder) through harvests of industrial hemp which will be used as a base ingredient in either joint ventures with established branded products (e.g., water, gummies, honey, shampoo, pet treats, etc.) to create CBD products or selling the products to contract manufactures to utilize. We will in turn use the profits from these sales to further expand and develop our cultivation site, by adding greenhouses to increase our supply of extractable plant material. Summary of Risk Factors Our business is subject to numerous risks and uncertainties, including those in the section entitled "Risk Factors" and elsewhere in this Prospectus. These risks include, but are not limited to, the following: our history of losses; our inability to attract sufficient demand for our services and products; our limited visibility into the timing and certainty of future projects; our ability to successfully execute our growth and acquisition strategy and manage effectively our growth; changes in the competitive environment in our industry and the markets we serve, and our ability to compete effectively; our dependence on a strong brand image; our cash needs and the adequacy of our cash flows and earnings; our dependence upon our executive officers, founders and key employees; our ability to attract and retain qualified personnel; the effects of restrictions imposed by our indebtedness on our current and future operations; our reliance on our technology systems, the impact of technological changes and cybersecurity risks; our ability to protect our trademarks or other intellectual property rights; potential litigation from competitors or customers; and the business risks of both domestic U.S. and international operations. In addition, the report of our independent registered public accounting firm for the two years ended December 31, 2018 contains a statement with respect to substantial doubt as to our ability to continue as a going concern as a result of recurring losses from operations and negative cash flows. General Corporate History Two Hands Corporation (formerly Innovative Product Opportunities Inc.) was incorporated on April 3, 2009 in the State of Delaware. I8 Interactive Corporation was incorporated under the laws of Canada on February 7, 2014. On December 10, 2019, we effected a 1-for-1,000 reverse stock split of our outstanding common stock. Unless otherwise indicated, except for our financial statements and the notes thereto, all references to our common stock, share data, per share data and related information have been adjusted to reflect the 1-for-1,000 reverse stock split.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/TW_tradeweb_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/TW_tradeweb_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/TW_tradeweb_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/TXG_10x_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/TXG_10x_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6fd1b31a26ec10bc1fd1e216e073634da63e7929
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/TXG_10x_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/UCL_ucloudlink_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/UCL_ucloudlink_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/UCL_ucloudlink_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/UGA_united_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/UGA_united_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..924c57d6bd5a20a984d3e5a4127187156388d134
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/UGA_united_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This is only a summary of the prospectus and, while it contains material information about UGA and its shares, it does not contain or summarize all of the information about UGA and the shares contained in this prospectus that is material and/or which may be important to you. You should read this entire prospectus, including "Risk Factors Involved with an Investment in UGA" beginning on page 4, before making an investment decision about the shares. For a glossary of defined terms, see Appendix A. UGA United States Gasoline Fund, LP ("UGA"), a Delaware limited partnership, is a commodity pool that continuously issues common shares of beneficial interest that may be purchased and sold on the NYSE Arca stock exchange ("NYSE Arca"). UGA is managed and controlled by United States Commodity Funds LLC ("USCF"), a Delaware limited liability company. USCF is registered as a commodity pool operator ("CPO") with the Commodity Futures Trading Commission ("CFTC") and is a member of the National Futures Association ("NFA"). UGA s Investment Objective and Strategy: The investment objective of UGA is for the daily changes in percentage terms of its shares per share net asset value ("NAV") to reflect the daily changes in percentage terms of the spot price of gasoline (also known as reformulated gasoline blendstock for oxygen blending, or "RBOB"), for delivery to the New York harbor, as measured by the daily changes in the price of a specified short-term futures contract on gasoline called the "Benchmark Futures Contract," plus interest earned on UGA s collateral holdings, less UGA s expenses. What Is the "Benchmark Futures Contract"? The Benchmark Futures Contract is the futures contract on gasoline as traded on the New York Mercantile Exchange (the "NYMEX") that is the near month contract to expire, except when the near month contract is within two weeks of expiration, in which case it will be the futures contract that is the next month contract to expire. UGA seeks to achieve its investment objective by investing in futures contracts for gasoline, other types of gasoline, crude oil, diesel-heating oil, natural gas and other petroleum-based fuels that are traded on the NYMEX, ICE Futures Europe and ICE Futures U.S. (together, "ICE Futures") or other U.S. and foreign exchanges (collectively, "Futures Contracts") and, to a lesser extent, in order to comply with regulatory requirements or in view of market conditions, other gasoline-related investments such as cash-settled options on Futures Contracts, forward contracts for gasoline, cleared swap contracts and non-exchange traded ("over-the-counter" or "OTC") transactions that are based on the price of gasoline, crude oil and other petroleum-based fuels, Futures Contracts and indices based on the foregoing (collectively, "Other Gasoline-Related Investments"). Market conditions that USCF currently anticipates could cause UGA to invest in Other Gasoline-Related Investments, include those allowing UGA to obtain greater liquidity, or to execute transactions with more favorable pricing. For convenience and unless otherwise specified, Futures Contracts and Other Gasoline-Related Investments collectively are referred to as "Gasoline Interests" in this prospectus. In addition, USCF believes that market arbitrage opportunities cause the daily changes in UGA s share price on the NYSE Arca on a percentage basis to closely track the daily changes in UGA s per share NAV on a percentage basis. USCF further believes that the daily changes in the prices of the Benchmark Futures Contract have historically closely tracked the daily changes in the spot price of gasoline. USCF believes that the net effect of these relationships will be that the daily changes in the price of UGA s shares on the NYSE Arca on a percentage basis will closely track the daily changes in the spot price of gasoline on a percentage basis, less UGA s expenses. Specifically, UGA seeks to achieve its investment objective by investing so that the average daily percentage change in UGA s NAV for any period of 30 successive valuation days will be within plus/minus ten percent (10%) of the average daily percentage change in the price of the Benchmark Futures Contract over the same period. Investors should be aware that UGA s investment objective is not for its NAV or market price of shares to equal, in dollar terms, the spot price of gasoline or any particular futures contract based on gasoline, nor is UGA s investment objective for the percentage change in its NAV to reflect the percentage change of the price of any particular futures contract as measured over a time period greater than one day. This is because natural market forces called contango and backwardation have impacted the total return on an investment in UGA s shares during the past year relative to a hypothetical direct investment in gasoline and, in the future, it is likely that the relationship between the market price of UGA s shares and changes in the spot prices of gasoline will continue to be impacted by contango and backwardation. (It is important to note that the disclosure above ignores the potential costs associated with physically owning and storing gasoline, which could be substantial.) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act: Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. o CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Shares of United States Gasoline Fund, LP — N/A $ 1.00 $ — (1) As discussed below, pursuant to Rule 415(a)(6) under the Securities Act, this Registration Statement carries over 60,950,000 of unsold shares that have been previously registered, with respect to which the registrant applied previously paid filing fees totaling $141,429.45. The filing fee previously paid with respect to such shares being carried forward to this Registration Statement will continue to apply to such unsold shares. Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this Registration Statement include unsold securities previously registered for sale pursuant to the registrant s registration statement on Form S-1/A (File No. 333-216816) initially filed by the registrant on April 26, 2017 (the "Prior Registration Statement"). Approximately 60,950,000 such shares of beneficial interests registered on the Prior Registration Statement remain unsold. The unsold shares (and associated filing fees paid) are being carried forward to this Registration Statement. Pursuant to Rule 415(a)(6), the offering of unsold shares under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Commission, acting pursuant to said Section 8(a), may determine. Principal Investment Risks of an Investment in UGA An investment in UGA involves a degree of risk. Some of the risks you may face are summarized below. A more extensive discussion of these risks appears beginning on page 4. Investment Risk Investors may choose to use UGA as a means of investing indirectly in gasoline. There are significant risks and hazards inherent in the gasoline industry that may cause the price of gasoline to widely fluctuate. Correlation Risk To the extent that investors use UGA as a means of indirectly investing in gasoline, there is the risk that the daily changes in the price of UGA s shares on the NYSE Arca on a percentage basis will not closely track the daily changes in the spot price of gasoline on a percentage basis. This could happen if the price of shares traded on the NYSE Arca does not correlate closely with the value of UGA s NAV; the changes in UGA s NAV do not correlate closely with the changes in the price of the Benchmark Futures Contract; or the changes in the price of the Benchmark Futures Contract do not closely correlate with the changes in the cash or spot price of gasoline. This is a risk because if these correlations do not exist, then investors may not be able to use UGA as a cost-effective way to indirectly invest in gasoline or as a hedge against the risk of loss in gasoline-related transactions. The price relationship between the near month contract to expire and the next month contract to expire that compose the Benchmark Futures Contract will vary and may impact both the total return over time of UGA s NAV, as well as the degree to which its total return tracks other gasoline price indices total returns. In cases in which the near month contract s price is lower than the next month contract s price (a situation known as "contango" in the futures markets), then absent the impact of the overall movement in gasoline prices the value of the Benchmark Futures Contract would tend to decline as it approaches expiration. In cases in which the near month contract s price is higher than the next month contract s price (a situation known as "backwardation" in the futures markets), then absent the impact of the overall movement in gasoline prices the value of the Benchmark Futures Contract would tend to rise as it approaches expiration. Tax Risk UGA is organized and operated as a limited partnership in accordance with the provisions of its limited partnership agreement and applicable state law, and therefore, has a more complex tax treatment than conventional mutual funds. Over-the-Counter ("OTC") Contract Risk UGA may also invest in Other Gasoline-Related Investments, many of which are negotiated or "OTC" contracts that are not as liquid as Futures Contracts and expose UGA to credit risk that its counterparty may not be able to satisfy its obligations to UGA. Other Risks UGA pays fees and expenses that are incurred regardless of whether it is profitable. Unlike mutual funds, commodity pools or other investment pools that manage their investments in an attempt to realize income and gains and distribute such income and gains to their investors, UGA generally does not distribute cash to limited partners or other shareholders. You should not invest in UGA if you will need cash distributions from UGA to pay taxes on your share of income and gains of UGA, if any, or for any other reason. You will have no rights to participate in the management of UGA and will have to rely on the duties and judgment of USCF to manage UGA. UGA is subject to actual and potential inherent conflicts involving USCF, various commodity futures brokers and "Authorized Participants," the institutional firms that directly purchase and redeem shares in baskets of 50,000 shares. USCF s officers, directors and employees do not devote their time exclusively to UGA. USCF s persons are directors, officers or employees of other entities that may compete with UGA for their services, including other commodity pools (funds) that USCF manages. USCF could have a conflict between its responsibilities to UGA and to those other entities. As a result of these and other relationships, parties involved with UGA have a financial incentive to act in a manner other than in the best interests of UGA and the shareholders. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated April 23, 2020 PRELIMINARY PROSPECTUS United States Gasoline Fund, LP * 60,950,000 Shares *Principal U.S. Listing Exchange: NYSE Arca, Inc. The United States Gasoline Fund, LP ("UGA") is an exchange traded fund organized as a limited partnership that issues shares that trade on the NYSE Arca stock exchange ("NYSE Arca"). UGA s investment objective is to track a benchmark of short-term gasoline futures contracts. UGA pays its general partner, United States Commodity Funds LLC ("USCF"), a limited liability company, a management fee and incurs operating costs. Both USCF and UGA are located at 1850 Mt. Diablo Boulevard, Suite 640, Walnut Creek, California 94596. The telephone number for both USCF and UGA is 510.522.9600. In order for a hypothetical investment in shares to break even over the next 12 months, assuming a selling price of $25.79 (the net asset value as of February 29, 2020), the investment would have to generate 0.741% return or $0.191, rounded to $0.19. The amount for this breakeven analysis takes into account a fee waiver, which USCF may terminate at any time in its discretion. UGA is an exchange traded fund. This means that most investors who decide to buy or sell shares of UGA place their trade orders through their brokers and may incur customary brokerage commissions and charges. Shares trade on the NYSE Arca under the ticker symbol "UGA" and are bought and sold throughout the trading day at bid and ask prices like other publicly traded securities. Shares trade on the NYSE Arca after they are initially purchased by "Authorized Participants," institutional firms that purchase and redeem shares in blocks of 50,000 shares called "baskets" through UGA s marketing agent, ALPS Distributors, Inc. (the "Marketing Agent"). The price of a basket is equal to the net asset value ("NAV") of 50,000 shares on the day that the order to purchase the basket is accepted by the Marketing Agent. The NAV per share is calculated by taking the current market value of UGA s total assets (after close of NYSE Arca) subtracting any liabilities and dividing that total by the total number of outstanding shares. The offering of UGA s shares is a "best efforts" offering, which means that neither the Marketing Agent nor any Authorized Participant is required to purchase a specific number or dollar amount of shares. USCF pays the Marketing Agent a marketing fee consisting of a fixed annual amount plus an incentive fee based on the amount of shares sold. Authorized Participants will not receive from UGA, USCF or any of their affiliates any fee or other compensation in connection with the sale of shares. Aggregate compensation paid to the Marketing Agent and any affiliate of USCF for distribution-related services in connection with this offering of shares will not exceed ten percent (10%) of the gross proceeds of the offering. Investors who buy or sell shares during the day from their broker may do so at a premium or discount relative to the market value of the underlying gasoline futures contracts in which UGA invests due to supply and demand forces at work in the secondary trading market for shares that are closely related to, but not identical to, the same forces influencing the price of gasoline and the gasoline futures contracts that serve as UGA s investment benchmark. Investing in UGA involves risks similar to those involved with an investment directly in the gasoline market, the correlation risk described above, and other significant risks. See "Risk Factors Involved with an Investment in UGA" beginning on page 4. The offering of UGA s shares is registered with the Securities and Exchange Commission ("SEC") in accordance with the Securities Act of 1933 (the "1933 Act"). The offering is intended to be a continuous offering and is not expected to terminate until all the registered shares have been sold or three years from the date of the original offering whichever is earlier, unless extended as permitted under the rules under the 1933 Act, although the offering may be temporarily suspended if and when no suitable investments for UGA are available or practicable. UGA is not a mutual fund registered under the Investment Company Act of 1940 and is not subject to regulation under the 1940 Act. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED IN THIS PROSPECTUS, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. UGA is a commodity pool and USCF is a commodity pool operator subject to regulation by the Commodity Futures Trading Commission and the National Futures Association under the Commodity Exchange Act ("CEA"). THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT. The date of this prospectus is , 2020. UGA s Fees and Expenses This table describes the fees and expenses that you may pay if you buy and hold shares of UGA. You should note that you may pay brokerage commissions on purchases and sales of UGA s shares, which are not reflected in the table. Authorized Participants will pay applicable creation and redemption fees. See "Creation and Redemption of Shares—Creation and Redemption Transaction Fee," page 57. Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Management Fees(1) 0.60% Distribution Fees NONE Other Fund Expenses(1) 0.33% Expense Fund Waiver(2) (0.18)% Net Other Fund Expenses 0.15% Total Annual Fund Operating Expenses After Expense Waiver 0.75% (1)Based on amounts for the year ended December 31, 2019. The individual expense amounts in dollar terms are shown in the table below. As used in this table, (i) Professional Expenses include expenses for legal, audit, tax accounting and printing; and (ii) Independent Director and Officer Expenses include amounts paid to independent directors and for officers liability insurance. Management Fees $219,691 Professional Expenses $65,523 Brokerage Commissions $41,772 Independent Director and Officer Expenses $8,291 License Fees $5,492 Registration Fees $0 These amounts are based on UGA s average total net assets, which are the sum of daily total net assets of UGA divided by the number of calendar days in the year. For the year ended December 31, 2019, UGA s average total net assets were $36,615,147.89. (2)USCF has voluntarily agreed to pay certain expenses typically borne by UGA. If this agreement were terminated, the Annual Fund Operating Expenses could increase, which would negatively impact your total return from an investment in UGA. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Walnut Creek, State of California, on April 23, 2020. UNITED STATES GASOLINE FUND, LP United States Commodity Funds LLC as General Partner By: /s/ John P. Love John P. Love President and Chief Executive Officer of United States Commodity Funds LLC Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 1 has been signed by the following persons in the capacities and on the dates indicated. The document may be executed by signatories hereto on any number of counterparts, all of which shall constitute one and the same instrument. Signature Title Date /s/ John P. Love President, Chief Executive Officer, and Management Director April 23, 2020 John P. Love (Principal Executive Officer) /s/ Stuart P. Crumbaugh Chief Financial Officer April 23, 2020 Stuart P. Crumbaugh (Principal Financial and Accounting Officer) * Management Director April 23, 2020 Nicholas D. Gerber * Management Director April 23, 2020 Andrew F Ngim * Management Director April 23, 2020 Robert L. Nguyen * Independent Director April 23, 2020 Peter M. Robinson * Independent Director April 23, 2020 Gordon L. Ellis * Independent Director April 23, 2020 Malcolm R. Fobes COMMODITY FUTURES TRADING COMMISSION RISK DISCLOSURE STATEMENT YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL. FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGE 3 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 32. THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGE 4. YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED. SWAPS TRANSACTIONS, LIKE OTHER FINANCIAL TRANSACTIONS, INVOLVE A VARIETY OF SIGNIFICANT RISKS. THE SPECIFIC RISKS PRESENTED BY A PARTICULAR SWAP TRANSACTION NECESSARILY DEPEND UPON THE TERMS OF THE TRANSACTION AND YOUR CIRCUMSTANCES. IN GENERAL, HOWEVER, ALL SWAPS TRANSACTIONS INVOLVE SOME COMBINATION OF MARKET RISK, CREDIT RISK, COUNTERPARTY CREDIT RISK, FUNDING RISK, LIQUIDITY RISK, AND OPERATIONAL RISK. HIGHLY CUSTOMIZED SWAPS TRANSACTIONS IN PARTICULAR MAY INCREASE LIQUIDITY RISK, WHICH MAY RESULT IN A SUSPENSION OF REDEMPTIONS. HIGHLY LEVERAGED TRANSACTIONS MAY EXPERIENCE SUBSTANTIAL GAINS OR LOSSES IN VALUE AS A RESULT OF RELATIVELY SMALL CHANGES IN THE VALUE OR LEVEL OF AN UNDERLYING OR RELATED MARKET FACTOR. IN EVALUATING THE RISKS AND CONTRACTUAL OBLIGATIONS ASSOCIATED WITH A PARTICULAR SWAP TRANSACTION, IT IS IMPORTANT TO CONSIDER THAT A SWAP TRANSACTION MAY BE MODIFIED OR TERMINATED ONLY BY MUTUAL CONSENT OF THE ORIGINAL PARTIES AND SUBJECT TO AGREEMENT ON INDIVIDUALLY NEGOTIATED TERMS. THEREFORE, IT MAY NOT BE POSSIBLE FOR THE COMMODITY POOL OPERATOR TO MODIFY, TERMINATE, OR OFFSET THE POOL S OBLIGATIONS OR THE POOL S EXPOSURE TO THE RISKS ASSOCIATED WITH A TRANSACTION PRIOR TO ITS SCHEDULED TERMINATION DATE. RISK FACTORS INVOLVED WITH AN INVESTMENT IN UGA You should consider carefully the risks described below before making an investment decision. You should also refer to the other information included in this prospectus as well as information found in our periodic reports, which include UGA s financial statements and the related notes that are incorporated by reference. See "Incorporation By Reference of Certain Information", page 60. UGA s investment objective is for the daily changes in percentage terms of its shares per share net asset value ("NAV") to reflect the daily changes in percentage terms of the spot price of gasoline (also known as reformulated gasoline blendstock for oxygen blending, or "RBOB", for delivery to the New York harbor), as measured by the daily changes in the price of the futures contract for gasoline traded on the New York Mercantile Exchange (the "NYMEX"), that is the near month contract to expire, except when the near month contract is within two weeks of expiration, in which case the futures contract will be the next month contract to expire (the "Benchmark Futures Contract"), plus interest earned on UGA s collateral holdings, less UGA s expenses. UGA seeks to achieve its investment objective by investing so that the average daily percentage change in UGA s NAV for any period of 30 successive valuation days will be within plus/minus ten percent (10%) of the average daily percentage change in the price of the Benchmark Futures Contract over the same period. UGA s investment strategy is designed to provide investors with a cost-effective way to invest indirectly in unleaded gasoline and to hedge against movements in the spot price of unleaded gasoline. An investment in UGA involves investment risk similar to a direct investment in Futures Contracts and Other Gasoline-Related Investments, and correlation risk, or the risk that investors purchasing shares to hedge against movements in the price of unleaded gasoline will have an efficient hedge only if the price they pay for their shares closely correlates with the price of unleaded gasoline. In addition to investment risk and correlation risk, an investment in UGA involves tax risks, OTC risks, and other risks. Investment Risk The NAV of UGA s shares relates directly to the value of the Benchmark Futures Contracts and other assets held by UGA and fluctuations in the prices of these assets could materially adversely affect an investment in UGA s shares. Past performance is not necessarily indicative of future results; all or substantially all of an investment in UGA could be lost. The net assets of UGA consist primarily of investments in Futures Contracts and, to a lesser extent, in Other Gasoline-Related Investments. The NAV of UGA s shares relates directly to the value of these assets (less liabilities, including accrued but unpaid expenses), which in turn relates to the price of gasoline in the marketplace. Gasoline prices depend on local, regional and global events or conditions that affect supply and demand for gasoline. Economic conditions impacting gasoline. The demand for gasoline correlates closely with general economic growth rates. The occurrence of recessions or other periods of low or negative economic growth will typically have a direct adverse impact on gasoline prices. Other factors that affect general economic conditions in the world or in a major region, such as changes in population growth rates, periods of civil unrest, pandemics (e.g.COVID-19), government austerity programs, or currency exchange rate fluctuations, can also impact the demand for gasoline. Sovereign debt downgrades, defaults, inability to access debt markets due to credit or legal constraints, liquidity crises, the breakup or restructuring of fiscal, monetary, or political systems such as the European Union, and other events or conditions (e.g. pandemics such as COVID-19), that impair the functioning of financial markets and institutions also may adversely impact the demand for gasoline. Other gasoline demand-related factors. Other factors that may affect the demand for gasoline and therefore its price, include technological improvements in energy efficiency; seasonal weather patterns, which affect the demand for gasoline associated with heating and cooling; increased competitiveness of alternative energy sources that have so far generally not been competitive with oil without the benefit of government subsidies or mandates; and changes in technology or consumer preferences that alter fuel choices, such as toward alternative fueled vehicles. Other gasoline supply-related factors. Gasoline prices also vary depending on a number of factors affecting supply. For example, increased supply from the development of new oil supply sources and technologies to enhance recovery from existing sources tends to reduce gasoline prices to the extent such supply increases are not offset by commensurate growth in demand. Similarly, increases in industry refining or petrochemical manufacturing capacity may impact the supply of gasoline. World oil supply levels can also be affected by factors that reduce available supplies, such as adherence by member countries to the Organization of the Petroleum Exporting Countries ("OPEC") production quotas and the occurrence of wars, hostile actions, natural disasters, disruptions in competitors operations, or unexpected unavailability of distribution channels that may disrupt supplies. Technological change can also alter the relative costs for companies in the petroleum industry to find, produce, and refine oil and to manufacture petrochemicals, which in turn may affect the supply of and demand for gasoline. Other factors impacting the gasoline market. The supply of and demand for gasoline may also be impacted by changes in interest rates, inflation, and other local or regional market conditions, as well as by the development of alternative energy sources. Price Volatility May Possibly Cause the Total Loss of Your Investment. Futures contracts have a high degree of price variability and are subject to occasional rapid and substantial changes. Consequently, you could lose all or substantially all of your investment in UGA. An investment in UGA may provide little or no diversification benefits. Thus, in a declining market, UGA may have no gains to offset losses from other investments, and an investor may suffer losses on an investment in UGA while incurring losses with respect to other asset classes. Historically, Futures Contracts and Other Gasoline-Related Investments have generally been non-correlated to the performance of other asset classes such as stocks and bonds. Non-correlation means that there is a low statistically valid relationship between the performance of futures and other commodity interest transactions, on the one hand, and stocks or bonds, on the other hand. However, there can be no assurance that such non-correlation will continue during future periods. If, contrary to historic patterns, UGA s performance were to move in the same general direction as the financial markets, investors will obtain little or no diversification benefits from an investment in UGA s shares. In such a case, UGA may have no gains to offset losses from other investments, and investors may suffer losses on their investment in UGA at the same time they incur losses with respect to other investments. Variables such as drought, floods, weather, pandemics, embargoes, tariffs and other political events may have a larger impact on gasoline prices and gasoline-linked instruments, including Futures Contracts and Other Gasoline-Related Investments, than on traditional securities. These additional variables may create additional investment risks that subject UGA s investments to greater volatility than investments in traditional securities. Non-correlation should not be confused with negative correlation, where the performance of two asset classes would be opposite of each other. There is no historical evidence that the spot price of gasoline and prices of other financial assets, such as stocks and bonds, are negatively correlated. In the absence of negative correlation, UGA cannot be expected to be automatically profitable during unfavorable periods for the stock market, or vice versa. Historical performance of UGA and the Benchmark Futures Contract is not indicative of future performance. Past performance of UGA or the Benchmark Futures Contract is not necessarily indicative of future results. Therefore, past performance of UGA or the Benchmark Futures Contract should not be relied upon in deciding whether to buy shares of UGA. Changes to U.S. tariff and import/export regulations may have a negative effect on UGA s developments. There has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. The current U.S. presidential administration, along with the U.S. Congress, has created significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of gasoline, generally. Any of these factors could depress economic activity and could have a material adverse effect on UGA s business, financial condition and results of operations, which in turn would negatively impact UGA and its shareholders. Uncertainty about presidential administration initiatives could negatively impact UGA s business, financial condition and results of operations. The current presidential administration has called for significant changes to U.S. trade, healthcare, immigration, foreign and government regulatory policy. Accordingly, there is significant uncertainty with respect to legislation, regulation and government policy at the federal level, as well as the state and local levels. Recent events have created heightened uncertainty and introduced new and difficult-to-quantify macroeconomic and political risks. There has been a corresponding increase in the uncertainty surrounding interest rates, inflation, foreign exchange rates, trade volumes and fiscal and monetary policy. To the extent the U.S. Congress or the current presidential administration implements changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, corporate taxes, healthcare, the U.S. regulatory environment, inflation, supply and demand for commodities (including gasoline), and other areas. Although UGA cannot predict the impact, if any, of these changes to UGA s business, they could adversely affect UGA s business, financial condition, operating results and cash flows. Economic impacts due to Brexit. In June 2016, the United Kingdom held a referendum in which voters approved an exit from the European Union ("Brexit") and, following the House of Commons having passed a Brexit deal on December 20, 2019, the U.K. formally left the European Union on January 31, 2020. The U.K. is currently in a transition period until December 31, 2020, when agreements surrounding trade and other aspects of the U.K. s future relationship with the European Union will need to be finalized. Until such agreements are finalized, there will be political and economic uncertainty in the United Kingdom and the European Union. In addition, the fiscal and monetary policies of foreign nations, such as Russia and China, may have a severe impact on the worldwide and U.S. commodity markets. Such disruptions could adversely impact the value of UGA s gasoline investments. COVID-19 Risk An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and has now been detected globally. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. COVID-19 has resulted in numerous deaths, travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines and the imposition of both local and more widespread "work from home" measures, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The ongoing spread of COVID-19 has had, and is expected to continue to have, a material adverse impact on local economies in the affected jurisdictions and also on the global economy, as cross border commercial activity and market sentiment are increasingly impacted by the outbreak and government and other measures seeking to contain its spread. The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect individual issuers and capital markets in ways that cannot necessarily be foreseen. In addition, actions taken by government and quasi-governmental authorities and regulators throughout the world in response to the COVID-19 outbreak, including significant fiscal and monetary policy changes, may affect the value, volatility, pricing and liquidity of some investments or other assets, including those held by or invested in by the UGA. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally. The duration of the COVID-19 outbreak and its ultimate impact on UGA and, on the global economy, cannot be determined with certainty. The COVID-19 pandemic and its effects may last for an extended period of time, and could result in significant and continued market volatility, exchange trading suspensions and closures, declines in global financial markets, higher default rates, and a substantial economic downturn or recession. The foregoing could impair the UGA's ability to maintain operational standards (such as with respect to satisfying redemption requests), disrupt the operations of UGA's service providers, adversely affect the value and liquidity of UGA's investments, and negatively impact the UGA's performance and your investment in UGA. The extent to which COVID-19 will affect UGA and UGA's service providers and portfolio investments will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken to contain COVID-19. Given the significant economic and financial market disruptions associated with the COVID-19 pandemic, the valuation and performance of the UGA's investments could be impacted adversely. Correlation Risk Investors purchasing shares to hedge against movements in the price of gasoline will have an efficient hedge only if the price investors pay for their shares closely correlates with the price of gasoline. Investing in UGA s shares for hedging purposes involves the following risks: The market price at which the investor buys or sells shares may be significantly less or more than NAV. Daily percentage changes in NAV may not closely correlate with daily percentage changes in the price of the Benchmark Futures Contract. Daily percentage changes in the prices of the Benchmark Futures Contract may not closely correlate with daily percentage changes in the price of gasoline. The market price at which investors buy or sell shares may be significantly less or more than NAV. UGA s NAV per share will change throughout the day as fluctuations occur in the market value of UGA s portfolio investments. The public trading price at which an investor buys or sells shares during the day from their broker may be different from the NAV of the shares. Price differences may relate primarily to supply and demand forces at work in the secondary trading market for shares that are closely related to, but not identical to, the same forces influencing the prices of the gasoline and the Benchmark Futures Contract at any point in time. USCF expects that exploitation of certain arbitrage opportunities by "Authorized Participants," the institutional firms that directly purchase and redeem shares in blocks of 50,000 shares ("Creation Baskets" and "Redemption Baskets" respectively, together, "baskets") and their clients and customers will tend to cause the public trading price to track NAV per share closely over time, but there can be no assurance of that. The NAV of UGA s shares may also be influenced by non-concurrent trading hours between the NYSE Arca and the various futures exchanges on which gasoline is traded. While the shares trade on the NYSE Arca from 9:30 a.m. to 4:00 p.m. Eastern Time, the trading hours for the futures exchanges on which sweet, light gasoline trades may not necessarily coincide during all of this time. For example, while the shares trade on the NYSE Arca until 4:00 p.m. Eastern Time, liquidity in the global gasoline market will be reduced after the close of the NYMEX at 2:30 p.m. Eastern Time. As a result, during periods when the NYSE Arca is open and the futures exchanges on which gasoline is traded are closed, trading spreads and the resulting premium or discount on the shares may widen and, therefore, increase the difference between the price of the shares and the NAV of the shares. Daily percentage changes in UGA s NAV may not correlate with daily percentage changes in the price of the Benchmark Futures Contract. It is possible that the daily percentage changes in UGA s NAV per share may not closely correlate to daily percentage changes in the price of the Benchmark Futures Contract. Non-correlation may be attributable to disruptions in the market for gasoline, the imposition of position or accountability limits by regulators or exchanges, or other extraordinary circumstances. As UGA approaches or reaches position limits with respect to the Benchmark Futures Contract and other Futures Contracts or in view of market conditions, UGA may begin investing in Other Gasoline-Related Investments. In addition, UGA is not able to replicate exactly the changes in the price of the Benchmark Futures Contract because the total return generated by UGA is reduced by expenses and transaction costs, including those incurred in connection with UGA s trading activities, and increased by interest income from UGA s holdings of Treasuries (defined below). Tracking the Benchmark Futures Contract requires trading of UGA s portfolio with a view to tracking the Benchmark Futures Contract over time and is dependent upon the skills of USCF and its trading principals, among other factors. Daily percentage changes in the price of the Benchmark Futures Contract may not correlate with daily percentage changes in the spot price of gasoline. The correlation between changes in prices of the Benchmark Futures Contract and the spot price of gasoline may at times be only approximate. The degree of imperfection of correlation depends upon circumstances such as variations in the speculative gasoline market, supply of and demand for Futures Contracts (including the Benchmark Futures Contract) and Other Gasoline-Related Investments, and technical influences in gasoline futures trading. Natural forces in the oil futures market known as "backwardation" and "contango" may increase UGA s tracking error and/or negatively impact total return. The design of UGA s Benchmark Futures Contract is such that every month it begins by using the near month contract to expire until the near month contract is within two weeks of expiration, when, over a one day period, it transitions to the next month contract to expire as its benchmark contract and keeps that contract as its benchmark until it becomes the near month contract and close to expiration. In the event of a gasoline futures market where near month contracts trade at a higher price than next month to expire contracts, a situation described as "backwardation" in the futures market, then absent the impact of the overall movement in gasoline prices the value of the benchmark contract would tend to rise as it approaches expiration. Conversely, in the event of a gasoline futures market where near month contracts trade at a lower price than next month contracts, a situation described as "contango" in the futures market, then absent the impact of the overall movement in gasoline prices the value of the benchmark contract would tend to decline as it approaches expiration. When compared to total return of other price indices, such as the spot price of gasoline, the impact of backwardation and contango may cause the total return of UGA s per share NAV to vary significantly. Moreover, absent the impact of rising or falling gasoline prices, a prolonged period of contango could have a significant negative impact on UGA s per share NAV and total return and investors could lose part or all of their investment. See "Additional Information About UGA, its Investment Objective and Investments" for a discussion of the potential effects of contango and backwardation. Accountability levels, position limits, and daily price fluctuation limits set by the exchanges have the potential to cause tracking error, which could cause the price of shares to substantially vary from the price of the Benchmark Futures Contract. Designated contract markets, such as the NYMEX and ICE Futures have established accountability levels and position limits on the maximum net long or net short futures contracts in commodity interests that any person or group of persons under common trading control (other than as a hedge, which an investment by UGA is not) may hold, own or control. These levels and position limits apply to the futures contracts that UGA invests in to meet its investment objective. In addition to accountability levels and position limits, the NYMEX and the ICE Futures also set daily price fluctuation limits on futures contracts. The daily price fluctuation limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day s settlement price. Once the daily price fluctuation limit has been reached in a particular futures contract, no trades may be made at a price beyond that limit. The accountability levels for the Benchmark Futures Contract and other Futures Contracts traded on U.S. based futures exchanges, such as the NYMEX, are not a fixed ceiling, but rather a threshold above which the NYMEX may exercise greater scrutiny and control over an investor s positions. The current accountability level for investments for any one month in the Benchmark Futures Contract is 5,000 contracts. In addition, the NYMEX imposes an accountability level for all months of 7,000 net futures contracts for gasoline. In addition, the ICE Futures maintains the same accountability levels, position limits and monitoring authority for its gasoline contract as the NYMEX. If UGA and the Related Public Funds exceed these accountability levels for investments in the futures contracts for gasoline, the NYMEX and ICE Futures will monitor such exposure and may ask for further information on their activities, including the total size of all positions, investment and trading strategy, and the extent of liquidity resources of UGA and the Related Public Funds. If deemed necessary by the NYMEX and/or ICE Futures, UGA could be ordered to reduce its aggregate position back to the accountability level. As of December 31, 2019, UGA held 410 NYMEX RBOB Gasoline Futures RB contracts. As of December 31, 2019, UGA did not hold any Futures Contracts traded on the ICE Futures. For the year ended December 31, 2019, UGA did not exceed accountability levels on the NYMEX or ICE Futures. Position limits differ from accountability levels in that they represent fixed limits on the maximum number of futures contracts that any person may hold and cannot allow such limits to be exceeded without express Commodity Futures Trading Commission ("CFTC") authority to do so. In addition to accountability levels and position limits that may apply at any time, the NYMEX and the ICE Futures impose position limits on contracts held in the last few days of trading in the near month contract to expire. It is unlikely that UGA will run up against such position limits because UGA s investment strategy is to close out its positions and "roll" from the near month contract to expire to the next month contract to expire beginning two weeks from expiration of the contract. For the year ended December 31, 2019, UGA did not exceed position limits imposed by the NYMEX or ICE Futures. The CFTC has proposed to adopt limits on speculative positions in 25 physical commodity futures and option contracts as well as swaps that are economically equivalent to such contracts, in the agriculture, energy and metals markets (the "Position Limit Rules"). If adopted as proposed, the Position Limit Rules would, among other things: identify which contracts are subject to speculative position limits; set thresholds that restrict the size of speculative positions that a person may hold in the spot month, other individual months, and all months combined; create an exemption for positions that constitute bona fide hedging transactions; impose responsibilities on designated contract markets ("DCMs") and swap execution facilities ("SEFs") to establish position limits or, in some cases, position accountability rules; and apply to both futures and swaps across four relevant venues: OTC, DCMs, SEFs as well as certain non-U.S. located platforms. At this time, it is unclear how the Position Limit Rules may affect UGA, but the effect may be substantial and adverse. By way of example, the Position Limit Rules may negatively impact the ability of UGA to meet its investment objectives through limits that may inhibit USCF s ability to sell additional Creation Baskets of UGA. Until such time as the Position Limit Rules are adopted, the regulatory architecture in effect prior to the adoption of the Position Limit Rules will govern transactions in commodities and related derivatives. Under that system, the CFTC enforces federal limits on speculation in agricultural products (e.g., corn, wheat and soy), while futures exchanges establish and enforce position limits and accountability levels for agricultural and certain energy products (e.g., oil and natural gas). As a result, UGA may be limited with respect to the size of its investments in any commodities subject to these limits. Under existing and recently adopted CFTC regulations, for the purposes of position limits, a market participant is generally required, subject to certain narrow exceptions, to aggregate all positions for which that participant controls the trading decisions with all positions for which that participant has a 10 percent or greater ownership interest in an account or position, as well as the positions of two or more persons acting pursuant to an express or implied agreement or understanding with that market participant (the "Aggregation Rules"). The Aggregation Rules will also apply to the Position Limit Rules if and when such Position Limit Rules are adopted. Tax Risk An investor s tax liability may exceed the amount of distributions, if any, on its shares. Cash or property will be distributed at the sole discretion of USCF. USCF has not and does not currently intend to make cash or other distributions with respect to shares. Investors will be required to pay U.S. federal income tax and, in some cases, state, local, or foreign income tax, on their allocable share of UGA s taxable income, without regard to whether they receive distributions or the amount of any distributions. Therefore, the tax liability of an investor with respect to its shares may exceed the amount of cash or value of property (if any) distributed. An investor s allocable share of taxable income or loss may differ from its economic income or loss on its shares. Due to the application of the assumptions and conventions applied by UGA in making allocations for tax purposes and other factors, an investor s allocable share of UGA s income, gain, deduction or loss may be different than its economic profit or loss from its shares for a taxable year. This difference could be temporary or permanent and, if permanent, could result in it being taxed on amounts in excess of its economic income. Items of income, gain, deduction, loss and credit with respect to shares could be reallocated, UGA could be liable for U.S. federal income tax, if the U.S. Internal Revenue Service ("IRS") does not accept the assumptions and conventions applied by UGA in allocating those items, with potential adverse consequences for an investor. The U.S. tax rules pertaining to partnerships are complex and their application to large, publicly traded partnerships such as UGA is in many respects uncertain. UGA applies certain assumptions and conventions in an attempt to comply with the intent of the applicable rules and to report taxable income, gains, deductions, losses and credits in a manner that properly reflects shareholders economic gains and losses. These assumptions and conventions may not fully comply with all aspects of the Internal Revenue Code (the "Code") and applicable Treasury Regulations, however, and it is possible that the IRS will successfully challenge UGA s allocation methods and require UGA to reallocate items of income, gain, deduction, loss or credit in a manner that adversely affects investors. UGA may be liable for U.S. federal income tax on any "imputed understatement" of tax resulting from an adjustment as a result of an IRS audit. The amount of the imputed understatement generally includes increases in allocations of items of income or gains to any investor and decreases in allocations of items of deduction, loss, or credit to any investor without any offset for any corresponding reductions in allocations of items of income or gain to any investor or increases in allocations of items of deduction, loss, or credit to any investor. If UGA is required to pay any U.S. federal income taxes on any imputed understatement, the resulting tax liability would reduce the net assets of UGA and would likely have an adverse impact on the value of the shares. Under certain circumstances, UGA may be eligible to make an election to cause the investors to take into account the amount of any imputed understatement, including any interest and penalties. The ability of a publicly traded partnership such as UGA to make this election is uncertain. If the election is made, UGA would be required to provide investors who owned beneficial interests in the shares in the year to which the adjusted allocations relate with a statement setting forth their proportionate shares of the adjustment ("Adjusted K-1s"). The investors would be required to take the adjustment into account in the taxable year in which the Adjusted K-1s are issued. UGA could be treated as a corporation for federal income tax purposes, which may substantially reduce the value of the shares. UGA has received an opinion of counsel that, under current U.S. federal income tax laws, UGA will be treated as a partnership that is not taxable as a corporation for U.S. federal income tax purposes, provided that (i) at least 90 percent of UGA s annual gross income will be derived from (x) income and gains from commodities (not held as inventory) or futures, forwards, options, swaps and other notional principal contracts with respect to commodities, and (y) interest income, (ii) UGA is organized and operated in accordance with its governing agreements and applicable law and (iii) UGA does not elect to be taxed as a corporation for federal income tax purposes. Although USCF anticipates that UGA has satisfied and will continue to satisfy the "qualifying income" requirement for all of its taxable years, that result cannot be assured. UGA has not requested and will not request any ruling from the IRS with respect to its classification as a partnership not taxable as a corporation for federal income tax purposes. If the IRS were to successfully assert that UGA is taxable as a corporation for federal income tax purposes in any taxable year, rather than passing through its income, gains, losses and deductions proportionately to shareholders, UGA would be subject to tax on its net income for the year at corporate tax rates. In addition, although USCF does not currently intend to make distributions with respect to shares, any distributions would be taxable to shareholders as dividend income. Taxation of UGA as a corporation could materially reduce the after-tax return on an investment in shares and could substantially reduce the value of the shares. UGA is organized and operated as a limited partnership in accordance with the provisions of the LP Agreement and applicable state law, and therefore, UGA has a more complex tax treatment than traditional mutual funds. UGA is organized and operated as a limited partnership in accordance with the provisions of the LP Agreement and applicable state law. No U.S. federal income tax is paid by UGA on its income. Instead, UGA will furnish shareholders each year with tax information on IRS Schedule K-1 (Form 1065) and each U.S. shareholder is required to report on its U.S. federal income tax return its allocable share of the income, gain, loss and deduction of UGA. This must be reported without regard to the amount (if any) of cash or property the shareholder receives as a distribution from UGA during the taxable year. A shareholder, therefore, may be allocated income or gain by UGA but receive no cash distribution with which to pay the tax liability resulting from the allocation, or may receive a distribution that is insufficient to pay such liability. In addition to federal income taxes, shareholders may be subject to other taxes, such as state and local income taxes, unincorporated business taxes, business franchise taxes and estate, inheritance or intangible taxes that may be imposed by the various jurisdictions in which UGA does business or owns property or where the shareholders reside. Although an analysis of those various taxes is not presented here, each prospective shareholder should consider their potential impact on its investment in UGA. It is each shareholder s responsibility to file the appropriate U.S. federal, state, local and foreign tax returns. If UGA is required to withhold tax with respect to any Non-U.S. shareholders, the cost of such withholding may be borne by all shareholders. Under certain circumstances, UGA may be required to pay withholding tax with respect to allocations to Non-U.S. shareholders. Although the LP Agreement provides that any such withholding will be treated as being distributed to the Non-U.S. shareholder, UGA may not be able to cause the economic cost of such withholding to be borne by the Non-U.S. shareholder on whose behalf such amounts were withheld since it does not generally expect to make any distributions. Under such circumstances, the economic cost of the withholding may be borne by all shareholders, not just the shareholders on whose behalf such amounts were withheld. This could have a material impact on the value of the shares. The impact of U.S. tax reform on UGA is uncertain. On December 22, 2017, H.R. 1, the bill formerly known as the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), was signed into law. The Tax Act substantially alters the U.S. federal tax system in a variety of ways, including significant changes to the taxation of business entities, the deductibility of interest expense, and the tax treatment of capital investment. We cannot predict with certainty how any changes in the tax laws might affect the U.S. economy or the demand for and the price of commodities. As a result, it is possible that the Tax Act, as well as any U.S. Treasury regulations, administrative interpretations or court decisions interpreting the Tax Act and any future legislation related to tax reform, could have unexpected or negative impacts on UGA and some or all of its shareholders. Shareholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in UGA. OTC Contract Risk UGA will be subject to credit risk with respect to counterparties to OTC contracts entered into by UGA or held by special purpose or structured vehicles. UGA faces the risk of non-performance by the counterparties to the OTC contracts. Unlike in futures contracts, the counterparty to these contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, there will be greater counterparty credit risk in these transactions. A counterparty may not be able to meet its obligations to UGA, in which case UGA could suffer significant losses on these contracts. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, UGA may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. UGA may obtain only limited recovery or may obtain no recovery in such circumstances. Valuing OTC derivatives may be less certain than actively traded financial instruments. In general, valuing OTC derivatives is less certain than valuing actively traded financial instruments such as exchange traded futures contracts and securities or cleared swaps because the price and terms on which such OTC derivatives are entered into or can be terminated are individually negotiated, and those prices and terms may not reflect the best price or terms available from other sources. In addition, while market makers and dealers generally quote indicative prices or terms for entering into or terminating OTC contracts, they typically are not contractually obligated to do so, particularly if they are not a party to the transaction. As a result, it may be difficult to obtain an independent value for an outstanding OTC derivatives transaction. Other Risks Certain of UGA s investments could be illiquid, which could cause large losses to investors at any time or from time to time. Futures positions cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption, such as a foreign government taking political actions that disrupt the market for its currency, its gasoline production or exports, or another major export, can also make it difficult to liquidate a position. Because both Futures Contracts and Other Gasoline-Related Investments may be illiquid, UGA s Gasoline Interests may be more difficult to liquidate at favorable prices in periods of illiquid markets and losses may be incurred during the period in which positions are being liquidated. The large size of the positions that UGA may acquire increases the risk of illiquidity both by making its positions more difficult to liquidate and by potentially increasing losses while trying to do so. OTC contracts that are not subject to clearing may be even less marketable than futures contracts because they are not traded on an exchange, do not have uniform terms and conditions, and are entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, they are not transferable without the consent of the counterparty. These conditions make such contracts less liquid than standardized futures contracts traded on a commodities exchange and could adversely impact UGA s ability to realize the full value of such contracts. In addition, even if collateral is used to reduce counterparty credit risk, sudden changes in the value of OTC transactions may leave a party open to financial risk due to a counterparty default since the collateral held may not cover a party s exposure on the transaction in such situations. UGA is not actively managed and tracks the Benchmark Futures Contract during periods in which the price of the Benchmark Futures Contract is flat or declining as well as when the price is rising. UGA is not actively managed by conventional methods. Accordingly, if UGA s investments in Gasoline Interests are declining in value, UGA will not close out such positions except in connection with paying the proceeds to an Authorized Participant upon the redemption of a basket or closing out futures positions in connection with the monthly change in the Benchmark Futures Contract. USCF will seek to cause the NAV of UGA s shares to track the Benchmark Futures Contract during periods in which its price is flat or declining as well as when the price is rising. The NYSE Arca may halt trading in UGA s shares, which would adversely impact an investor s ability to sell shares. UGA s shares are listed for trading on the NYSE Arca under the market symbol "UGA." Trading in shares may be halted due to market conditions or, in light of NYSE Arca rules and procedures, for reasons that, in the view of the NYSE Arca, make trading in shares inadvisable. In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to "circuit breaker" rules that require trading to be halted for a specified period based on a specified market decline. Additionally, there can be no assurance that the requirements necessary to maintain the listing of UGA s shares will continue to be met or will remain unchanged. The liquidity of the shares may also be affected by the withdrawal from participation of Authorized Participants, which could adversely affect the market price of the shares. In the event that one or more Authorized Participants which have substantial interests in the shares withdraw from participation, the liquidity of the shares will likely decrease, which could adversely affect the market price of the shares and result in investors incurring a loss on their investment. Shareholders that are not Authorized Participants may only purchase or sell their shares in secondary trading markets, and the conditions associated with trading in secondary markets may adversely affect investors investment in the shares. Only Authorized Participants may directly purchase shares from, or redeem shares with, UGA through Creation Baskets or Redemption Baskets. All other investors that desire to purchase or sell shares must do so through the NYSE Arca or in other markets, if any, in which the shares may be traded. Shares may trade at a premium or discount to NAV per share. The lack of an active trading market for UGA s shares may result in losses on an investor s investment in UGA at the time the investor sells the shares. Although UGA s shares are listed and traded on the NYSE Arca, there can be no guarantee that an active trading market for the shares will be maintained. If an investor needs to sell shares at a time when no active trading market for them exists, the price the investor receives upon sale of the shares, assuming they were able to be sold, likely would be lower than if an active market existed. Limited partners and shareholders do not participate in the management of UGA and do not control USCF, so they do not have any influence over basic matters that affect UGA. The limited partners and shareholders take no part in the management or control, and have a minimal voice in UGA s operations or business. Limited partners and shareholders must therefore rely upon the duties and judgment of USCF to manage UGA s affairs. Limited partners and shareholders have no right to elect USCF on an annual or any other continuing basis. If USCF voluntarily withdraws, however, the holders of a majority of UGA s outstanding shares (excluding for purposes of such determination shares owned, if any, by the withdrawing general partner and its affiliates) may elect its successor. USCF may not be removed as general partner except upon approval by the affirmative vote of the holders of at least 66 2/3 percent of UGA s outstanding shares (excluding shares, if any, owned by USCF and its affiliates), subject to the satisfaction of certain conditions set forth in the LP Agreement. Limited partners may have limited liability in certain circumstances, including potentially having liability for the return of wrongful distributions. Under Delaware law, a limited partner might be held liable for UGA s obligations as if it were a general partner if the limited partner participates in the control of the partnership s business and the persons who transact business with the partnership think the limited partner is the general partner. A limited partner will not be liable for assessments in addition to its initial capital investment in any of UGA s shares. However, a limited partner may be required to repay to UGA any amounts wrongfully returned or distributed to it under some circumstances. Under Delaware law, UGA may not make a distribution to limited partners if the distribution causes UGA s liabilities (other than liabilities to partners on account of their partnership interests and nonrecourse liabilities) to exceed the fair value of UGA s assets. Delaware law provides that a limited partner who receives such a distribution and knew at the time of the distribution that the distribution violated the law will be liable to the limited partnership for the amount of the distribution for three years from the date of the distribution. The LLC Agreement provides limited authority to the Non-Management Directors, and any Director of USCF may be removed by USCF s parent company, which is wholly owned by Concierge Technologies, Inc., a controlled public company where the majority of shares are owned by Nicholas Gerber along with certain other family members and certain other shareholders. USCF s Board of Directors (the "Board") currently consists of four Management Directors, each of whom are also executive officers or employees of USCF ("Management Directors"), and three Non-Management Directors, each of whom are considered independent for purposes of applicable NYSE Arca and SEC rules. Under USCF s Sixth Amended and Restated Limited Liability Company Agreement, dated as of May 15, 2015 (as amended from time to time), the ("LLC Agreement"), the Non-Management Directors have only such authority as the Management Directors expressly confer upon them, which means that the Non-Management Directors may have less authority to control the actions of the Management Directors than is typically the case with the independent members of a company s Board. In addition, any Director may be removed by written consent of Wainwright Holdings, Inc. ("Wainwright") which is the sole member of USCF. The sole shareholder of Wainwright. is Concierge Technologies Inc., a company publicly traded under the ticker symbol "CNCG" ("Concierge"). Mr. Nicholas Gerber along with certain family members and certain other shareholders, own the majority of the shares in Concierge, which is the sole shareholder of Wainwright, the sole member of USCF. Accordingly, although USCF is governed by the Board, which consists of both Management Directors and Non-Management Directors, pursuant to the LLC Agreement, it is possible for Mr. Gerber to exercise his indirect control of Wainwright to effect the removal of any Director (including the Non-Management Directors which comprise the Audit Committee) and to replace that Director with another Director. Having control in one person could have a negative impact on USCF and UGA, including their regulatory obligations. There is a risk that UGA will not earn trading gains sufficient to compensate for the fees and expenses that it must pay and as such UGA may not earn any profit. UGA pays brokerage charges of approximately 0.114% of average total net assets based on brokerage fees of $3.50 per buy or sell, management fees of 0.60% of NAV on its average net assets, and OTC spreads and extraordinary expenses (e.g., subsequent offering expenses, other expenses not in the ordinary course of business, including the indemnification of any person against liabilities and obligations to the extent permitted by law and required under the LP Agreement and under agreements entered into by USCF on UGA s behalf and the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expenses and the settlement of claims and litigation) that cannot be quantified. These fees and expenses must be paid in all cases regardless of whether UGA s activities are profitable. Accordingly, UGA must earn trading gains sufficient to compensate for these fees and expenses before it can earn any profit. UGA is subject to extensive regulatory reporting and compliance. UGA is subject to a comprehensive scheme of regulation under the federal commodities and securities laws. UGA could be subject to sanctions for a failure to comply with those requirements, which could adversely affect its financial performance (in the case of financial penalties) or ability to pursue its investment objective (in the case of a limitation on its ability to trade). Because UGA s shares are publicly traded, UGA is subject to certain rules and regulations of federal, state and financial market exchange entities charged with the protection of investors and the oversight of companies whose securities are publicly traded. These entities include the Public Company Accounting Oversight Board (the "PCAOB"), the SEC, the CFTC, the National Futures Association (the "NFA"), and NYSE Arca and these authorities have continued to develop additional regulations or interpretations of existing regulations. UGA s ongoing efforts to comply with these regulations and interpretations have resulted in, and are likely to continue resulting in, a diversion of management s time and attention from revenue-generating activities to compliance related activities. UGA is responsible for establishing and maintaining adequate internal control over financial reporting. UGA s internal control system is designed to provide reasonable assurance to its management regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may provide only reasonable assurance with respect to financial statement preparation and presentation. Regulatory changes or actions, including the implementation of new legislation, is impossible to predict but may significantly and adversely affect UGA. The futures markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the CFTC and futures exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading. Regulation of commodity interest transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Considerable regulatory attention has been focused on non-traditional investment pools that are publicly distributed in the United States. In addition, the SEC, CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading. Further, various national governments outside of the United States have expressed concern regarding the disruptive effects of speculative trading in the energy markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change on UGA is impossible to predict, but it could be substantial and adverse. UGA is not a registered investment company so shareholders do not have the protections of the 1940 Act. UGA is not an investment company subject to the 1940 Act. Accordingly, investors do not have the protections afforded by that statute, which, for example, requires investment companies to have a majority of disinterested directors and regulates the relationship between the investment company and its investment manager. Trading in international markets could expose UGA to credit and regulatory risk. UGA invests primarily in Futures Contracts, a significant portion of which are traded on United States exchanges, including the NYMEX. However, a portion of UGA s trades may in the future take place on markets and exchanges outside the United States. Trading on such non-U.S. markets or exchanges presents risks because they are not subject to the same degree of regulation as their U.S. counterparts, including potentially different or diminished investor protections. In trading contracts denominated in currencies other than U.S. dollars, UGA is subject to the risk of adverse exchange-rate movements between the dollar and the functional currencies of such contracts. Additionally, trading on non-U.S. exchanges is subject to the risks presented by exchange controls, expropriation, increased tax burdens and exposure to local economic declines and political instability. An adverse development with respect to any of these variables could reduce the profit or increase the loss earned on trades in the affected international markets. UGA and USCF may have conflicts of interest, which may permit them to favor their own interests to the detriment of shareholders. UGA is subject to actual and potential inherent conflicts involving USCF, various commodity futures brokers and Authorized Participants. USCF s officers, directors and employees do not devote their time exclusively to UGA and also are directors, officers or employees of other entities that may compete with UGA for their services. They could have a conflict between their responsibilities to UGA and to those other entities. As a result of these and other relationships, parties involved with UGA have a financial incentive to act in a manner other than in the best interests of UGA and the shareholders. USCF has not established any formal procedure to resolve conflicts of interest. Consequently, investors are dependent on the good faith of the respective parties subject to such conflicts of interest to resolve them equitably. Although USCF attempts to monitor these conflicts, it is extremely difficult, if not impossible, for USCF to ensure that these conflicts do not, in fact, result in adverse consequences to the shareholders. UGA may also be subject to certain conflicts with respect to its futures commission merchant ("FCM"), including, but not limited to, conflicts that result from receiving greater amounts of compensation from other clients, or purchasing opposite or competing positions on behalf of third-party accounts traded through the FCM. In addition, USCF s principals, officers, directors or employees may trade futures and related contracts for their own account. A conflict of interest may exist if their trades are in the same markets and at the same time as UGA trades using the clearing broker to be used by UGA. A potential conflict also may occur if USCF s principals, officers, directors or employees trade their accounts more aggressively or take positions in their accounts which are opposite, or ahead of, the positions taken by UGA. UGA could terminate at any time and cause the liquidation and potential loss of an investor s investment and could upset the overall maturity and timing of an investor s investment portfolio. UGA may terminate at any time, regardless of whether UGA has incurred losses, subject to the terms of the LP Agreement. In particular, unforeseen circumstances, including the adjudication of incompetence, bankruptcy, dissolution, or removal of USCF as the general partner of UGA could cause UGA to terminate unless a majority interest of the limited partners within 90 days of the event elects to continue the partnership and appoints a successor general partner, or the affirmative vote of a majority in interest of the limited partners subject to certain conditions. However, no level of losses will require USCF to terminate UGA. UGA s termination would cause the liquidation and potential loss of an investor s investment. Termination could also negatively affect the overall maturity and timing of an investor s investment portfolio. UGA does not expect to make cash distributions. UGA has not previously made any cash distributions and intends to reinvest any realized gains in additional Gasoline Interests rather than distributing cash to limited partners or other shareholders. Therefore, unlike mutual funds, commodity pools or other investment pools that actively manage their investments in an attempt to realize income and gains from their investing activities and distribute such income and gains to their investors, UGA generally does not expect to distribute cash to limited partners. An investor should not invest in UGA if the investor will need cash distributions from UGA to pay taxes on its share of income and gains of UGA, if any, or for any other reason. Nonetheless, although UGA does not intend to make cash distributions, the income earned from its investments held directly or posted as margin may reach levels that merit distribution, e.g., at levels where such income is not necessary to support its underlying investments in Gasoline Interests and investors adversely react to being taxed on such income without receiving distributions that could be used to pay such tax. If this income becomes significant then cash distributions may be made. An unanticipated number of redemption requests during a short period of time could have an adverse effect on UGA s NAV. If a substantial number of requests for redemption of Redemption Baskets are received by UGA during a relatively short period of time, UGA may not be able to satisfy the requests from UGA s assets not committed to trading. As a consequence, it could be necessary to liquidate positions in UGA s trading positions before the time that the trading strategies would otherwise dictate liquidation. An unanticipated number of creation requests during a short period of time could result in a shortage of shares. While USCF makes every effort to predict and maintain an adequate amount of shares outstanding, if a substantial number of requests for Creation Baskets are received by UGA during a relatively short period of time that substantially differ from past creation volumes, due to market volatility or otherwise, including, for example, the occurrence of a pandemic like COVID-19, UGA may not have sufficient shares outstanding to satisfy demand and Authorized Participants may, therefore, be unable to purchase additional Creation Baskets. In the event that there was a suspension in the ability of Authorized Participants to purchase additional Creation Baskets, Authorized Participants and other groups that make a market in shares of UGA would likely still continue to actively trade the shares. However, in such a situation, Authorized Participants and other market makers may seek to adjust the market they make in the shares. Specifically, such market participants may increase the spread between the prices that they quote for offers to buy and sell shares to allow them to adjust to the potential uncertainty as to when they might be able to purchase additional Creation Baskets of shares. In addition, Authorized Participants may be less willing to offer to quote offers to buy or sell shares in large numbers. The potential impact of either wider spreads between bid and offer prices, or reduced number of shares on which quotes may be available, could increase the trading costs to investors in UGA compared to the quotes and the number of shares on which bids and offers are made if the Authorized Participants still were able to freely create new baskets of shares. In addition, there could be a significant variation between the market price at which shares are traded and the shares' net asset value, which is also the price shares can be redeemed with UGA by Authorized Participants in Redemption Baskets. The foregoing could also create significant deviations from UGA's investment objective. Any potential impact to the market in shares of UGA that could occur from the Authorized Participant's inability to create new baskets would likely not extend beyond the time when additional shares would be registered and available for distribution. The Fund may potentially lose money on its holdings of money market mutual funds. The SEC adopted amendments to Rule 2a-7 under the 1940 Act which became effective in 2016, to reform money market funds ("MMFs"). While the rule applies only to MMFs, it may indirectly affect institutional investors such as UGA. A portion of UGA s assets that are not used for margin or collateral in the Futures Contracts currently are invested in government MMFs. UGA does not hold any non-government MMFs and does not anticipate investing in any non-government MMFs. However, if UGA invests in other types of MMFs besides government MMFs in the future, UGA could be negatively impacted by investing in an MMF that does not maintain a stable $1.00 NAV or that has the potential to impose redemption fees and gates (temporary suspension of redemptions). Although such government money market funds seek to preserve the value of an investment at $1.00 per share, there is no guarantee that they will be able to do so and UGA may lose money by investing in a government money market fund. An investment in a government money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation, referred to herein as the FDIC, or any other government agency. The share price of a government money market fund can fall below the $1.00 share price. UGA cannot rely on or expect a government money market fund s adviser or its affiliates to enter into support agreements or take other actions to maintain the government money market fund s $1.00 share price. The credit quality of a government money market fund s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the government money market fund s share price. Due to fluctuations in interest rates, the market value of securities held by a government money market fund may vary. A government money market fund s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. The failure or bankruptcy of a clearing broker or the Fund s Custodian could result in a substantial loss of UGA s assets and could impair UGA in its ability to execute trades. The Commodity Exchange Act and CFTC regulations impose several requirements on FCMs and clearing houses that are designed to protect customers, including mandating the implementation of risk management programs, internal monitoring and controls, capital and liquidity standards, customer disclosures, and auditing and examination programs. In particular, the Commodity Exchange Act and CFTC regulations require FCM and clearing houses to segregate all funds received from customers from proprietary assets. There can be no assurance that the requirements imposed by the Commodity Exchange Act and CFTC regulations will prevent losses to, or not materially adversely affect, UGA or its investors. In particular, in the event of an FCM s or clearing house s bankruptcy, UGA could be limited to recovering either a pro rata share of all available funds segregated on behalf of the FCM s combined customer accounts or UGA may not recover any assets at all. UGA may also incur a loss of any unrealized profits on its open and closed positions. This is because if such a bankruptcy were to occur, UGA would be afforded the protections granted to customers of an FCM, and participants to transactions cleared through a clearing house, under the United States Bankruptcy Code and applicable CFTC regulations. Such provisions generally provide for a pro rata distribution to customers of customer property held by the bankrupt FCM or an exchange s clearing house if the customer property held by the FCM or the exchange s clearing house is insufficient to satisfy all customer claims. Bankruptcy of a clearing FCM can be caused by, among other things, the default of one of the FCM s customers. In this event, the exchange s clearing house is permitted to use the entire amount of margin posted by UGA (as well as margin posted by other customers of the FCM) to cover the amounts owed by the bankrupt FCM. Consequently, UGA could be unable to recover amounts due to it on its futures positions, including assets posted as margin, and could sustain substantial losses. Notwithstanding that UGA could sustain losses upon the failure or bankruptcy of its FCM, the majority of UGA s assets are held in Treasuries, cash and/or cash equivalents with UGA s Custodian and would not be impacted by the bankruptcy of an FCM. The failure or bankruptcy of UGA s Custodian could result in a substantial loss of UGA s assets. The majority of UGA s assets are held in Treasuries, cash and/or cash equivalents with the Custodian. The failure or insolvency of the Custodian could result in a complete loss of UGA s assets held by the Custodian, which, at any given time, would likely comprise a substantial portion of UGA s total assets. Third parties may infringe upon or otherwise violate intellectual property rights or assert that USCF has infringed or otherwise violated their intellectual property rights, which may result in significant costs and diverted attention. It is possible that third parties might utilize UGA s intellectual property or technology, including the use of its business methods, trademarks and trading program software, without permission. USCF has a patent for UGA s business method and has registered its trademarks. UGA does not currently have any proprietary software. However, if it obtains proprietary software in the future, any unauthorized use of UGA s proprietary software and other technology could also adversely affect its competitive advantage. UGA may not have adequate resources to implement procedures for monitoring unauthorized uses of its patents, trademarks, proprietary software and other technology. Also, third parties may independently develop business methods, trademarks or proprietary software and other technology similar to that of USCF or claim that USCF has violated their intellectual property rights, including their copyrights, trademark rights, trade names, trade secrets and patent rights. As a result, USCF may have to litigate in the future to protect its trade secrets, determine the validity and scope of other parties proprietary rights, defend itself against claims that it has infringed or otherwise violated other parties rights, or defend itself against claims that its rights are invalid. Any litigation of this type, even if USCF is successful and regardless of the merits, may result in significant costs, divert its resources from UGA, or require it to change its proprietary software and other technology or enter into royalty or licensing agreements. Due to the increased use of technologies, intentional and unintentional cyber-attacks pose operational and information security risks. With the increased use of technologies such as the internet and the dependence on computer systems to perform necessary business functions, UGA is susceptible to operational and information security risks. In general, cyber incidents can result from deliberate attacks or unintentional events such as a cyber-attack against UGA, a natural catastrophe, an industrial accident, failure of UGA s disaster recovery systems, or consequential employee error. Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites. Cyber security failures or breaches of UGA s clearing broker or third party service provider (including, but not limited to, index providers, the administrator and transfer agent, the custodian), have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of UGA shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. Adverse effects can become particularly acute if those events affect UGA s electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality of our data. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. UGA and its shareholders could be negatively impacted as a result. While UGA has established business continuity plans, there are inherent limitations in such plans. ADDITIONAL INFORMATION ABOUT UGA, ITS INVESTMENT OBJECTIVE AND INVESTMENTS UGA is a Delaware limited partnership organized on April 13, 2007. It operates pursuant to the terms of the Third Amended and Restated Agreement of Limited Partnership dated as of December 15, 2017 (as amended from time to time, the "LP Agreement"), which grants full management control of UGA to USCF. UGA maintains its main business office 1850 Mt. Diablo Boulevard, Suite 640, Walnut Creek, California 94596. The net assets of UGA consist primarily of investments in Futures Contracts and, to a lesser extent, in order to comply with regulatory requirements or in view of market conditions, Other Gasoline-Related Investments. Market conditions that USCF currently anticipates could cause UGA to invest in Other Gasoline-Related Investments include those allowing UGA to obtain greater liquidity or execute transactions with more favorable pricing. UGA invests substantially the entire amount of its assets in Futures Contracts while supporting such investments by holding the amounts of its margin, collateral and other requirements relating to these obligations in short-term obligations of the United States of two years or less ("Treasuries"), cash and cash equivalents. The daily holdings of UGA are available on UGA s website at www.uscfinvestments.com. UGA invests in Gasoline Interests to the fullest extent possible without being leveraged or unable to satisfy its current or potential margin or collateral obligations with respect to its investments in Gasoline Interests. In pursuing this objective, the primary focus of USCF, is the investment in Futures Contracts and the management of UGA s investments in Treasuries, cash and/or cash equivalents for margining purposes and as collateral. UGA seeks to invest in a combination of Gasoline Interests such that the daily changes in its NAV, measured in percentage terms, will closely track the daily changes in the price of the Benchmark Futures Contract, also measured in percentage terms. As a specific benchmark, USCF endeavors to place UGA s trades in Gasoline Interests and otherwise manage UGA s investments so that "A" will be within plus/minus ten percent (10%) of "B", where: A is the average daily percentage change in UGA s per share NAV for any period of 30 successive valuation days, i.e., any NYSE Arca trading day as of which UGA calculates its per share NAV, and B is the average daily percentage change in the price of the Benchmark Futures Contract over the same period. USCF believes that market arbitrage opportunities will cause the daily changes in UGA s share price on the NYSE Arca to closely track the daily changes in UGA s per share NAV. USCF further believes that the daily changes in UGA s NAV in percentage terms will closely track the daily changes in percentage terms of the Benchmark Futures Contract, less UGA s expenses. The following two graphs demonstrate the correlation between the changes in UGA s NAV and the changes in the Benchmark Futures Contract. The first graph exhibits the daily changes in the last 30 valuation days ended December 31, 2019. The second graph measures monthly changes from December 31, 2014 through December 31, 2019. *PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS *PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS USCF employs a "neutral" investment strategy in order to track changes in the price of the Benchmark Futures Contract regardless of whether the price goes up or goes down. UGA s "neutral" investment strategy is designed to permit investors generally to purchase and sell UGA s shares for the purpose of investing indirectly in gasoline in a cost-effective manner, and/or to permit participants in the gasoline or other industries to hedge the risk of losses in their gasoline-related transactions. Accordingly, depending on the investment objective of an individual investor, the risks generally associated with investing in gasoline and/or the risks involved in hedging may exist. In addition, an investment in UGA involves the risk that the daily changes in the price of UGA s shares, in percentage terms, will not accurately track the daily changes in the Benchmark Futures Contract, in percentage terms, and that daily changes in the Benchmark Futures Contract, in percentage terms, will not closely correlate with daily changes in the spot prices of gasoline, in percentage terms. An alternative tracking measurement of the return performance of UGA versus the return of its Benchmark Futures Contract can be calculated by comparing the actual return of UGA, measured by changes in its per share NAV, versus the expected changes in its per share NAV under the assumption that UGA s returns had been exactly the same as the daily changes in its Benchmark Futures Contract. For the year ended December 31, 2019, the actual total return of UGA as measured by changes in its per share NAV was 42.08%. This is based on an initial per share NAV of $22.74 as of December 31, 2018 and an ending per share NAV as of December 31, 2019 of $32.31. During this time period, UGA made no distributions to its shareholders. However, if UGA s daily changes in its per share NAV had instead exactly tracked the changes in the daily total return of the Benchmark Futures Contract, UGA would have had an estimated per share NAV of $31.88 as of December 31, 2019, for a total return over the relevant time period of 40.19%. The difference between the actual per share NAV total return of UGA of 42.08% and the expected total return based on the Benchmark Futures Contract of 40.19% was an error over the time period of 1.89%, which is to say that UGA s actual total return outperformed its benchmark by that percentage. UGA incurs expenses primarily composed of the management fee, brokerage commissions for the buying and selling of futures contracts, and other expenses. The impact of these expenses, offset by interest and dividend income, and net of positive or negative execution, tends to cause daily changes in the per share NAV of UGA to track slightly lower or higher than daily changes in the price of the Benchmark Futures Contract. Impact of Contango and Backwardation on Total Returns Several factors determine the total return from investing in futures contracts. One factor arises from "rolling" futures contracts that will expire at the end of the current month (the "near" or "front" month contract) forward each month prior to expiration. For a strategy that entails holding the near month contract, the price relationship between that futures contract and the next month futures contract will impact returns. For example, if the price of the near month futures contract is higher than the next futures month contract (a situation referred to as "backwardation"), then absent any other change, the price of a next month futures contract tends to rise in value as it becomes the near month futures contract and approaches expiration. Conversely, if the price of a near month futures contract is lower than the next month futures contract (a situation referred to as "contango"), then absent any other change, the price of a next month futures contract tends to decline in value as it becomes the near month futures contract and approaches expiration. As an example, assume that the price of gasoline for immediate delivery, is $1.50 per gallon, and the value of a position in the near month futures contract is also $1.50. Over time, the price of gasoline will fluctuate based on a number of market factors, including demand for oil relative to supply. The value of the near month futures contract will likewise fluctuate in reaction to a number of market factors. If an investor seeks to maintain a position in a near month futures contract and not take delivery of physical gallons of gasoline, the investor must sell the current near month futures contract as it approaches expiration and invest in the next month futures contract. In order to continue holding a position in the current near month futures contract, this "roll" forward of the futures contract must be executed every month. Contango and backwardation are natural market forces that have impacted the total return on an investment in UGA s shares during the past year relative to a hypothetical direct investment in gasoline. In the future, it is likely that the relationship between the market price of UGA s shares and changes in the spot prices of gasoline will continue to be impacted by contango and backwardation. It is important to note that this comparison ignores the potential costs associated with physically owning and storing gasoline, which could be substantial. If the futures market is in backwardation, e.g., when the price of the near month futures contract is higher than the price of the next month futures contract, the investor would buy a next month futures contract for a lower price than the current near month futures contract. Assuming the price of the next month futures contract was $1.47 per gallon, or 2% cheaper than the $1.50 near month futures contract, then, hypothetically, and assuming no other changes (e.g., to either prevailing gasoline prices or the price relationship between the spot price, the near month contract and the next month contract, and, ignoring the impact of commission costs and the income earned on cash and/or cash equivalents), the value of the $1.47 next month futures contract would rise to $1.50 as it approaches expiration. In this example, the value of an investment in the next month futures contract would tend to outperform the spot price of gasoline. As a result, it would be possible for the new near month futures contract to rise 12% while the spot price of gasoline may have risen a lower amount, e.g., only 10%. Similarly, the spot price of gasoline could have fallen 10% while the value of an investment in the futures contract might have fallen another amount, e.g., only 8%. Over time, if backwardation remained constant, this difference between the spot price and the futures contract price would continue to increase. If the futures market is in contango, an investor would be buying a next month futures contract for a higher price than the current near month futures contract. Again, assuming the near month futures contract is $1.50 per gallon, the price of the next month futures contract might be $1.53 per gallon, or 2% more expensive than the front month futures contract. Hypothetically, and assuming no other changes, the value of the $1.53 next month futures contract would fall to $1.50 as it approaches expiration. In this example, the value of an investment in the second month would tend to underperform the spot price of gasoline. As a result, it would be possible for the new near month futures contract to rise only 10% while the spot price of gasoline may have risen a higher amount, e.g., 12%. Similarly, the spot price of gasoline could have fallen 10% while the value of an investment in the second month futures contract might have fallen another amount, e.g., 12%. Over time, if contango remained constant, this difference between the spot price and the futures contract price would continue to increase. The graph below compares the daily price of the near month gasoline futures contract to the price of 13th month gasoline futures contract (i.e. a contract one year forward) over the last 10 years. When the price of the near month futures contract is higher than the price of the 13th month futures contract, the market would be described as being in backwardation. When the price of the near month futures contract is lower than the 13th month futures contract, the market would be described as being in contango. Although the price of the near month futures contract and the price of the 13th month futures contract tend to move together, it can be seen that at times the near month futures contract prices are higher than the 13th month futures contract prices (backwardation) and, at other times, the near month futures contract prices are lower than the 13th month futures contract prices (contango). *PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS An alternative way to view the same data is to subtract the dollar price of the 13th month gasoline futures contract from the dollar price of the near month gasoline futures contract, as shown in the chart below. When the difference is positive, the market is in backwardation. When the difference is negative, the market is in contango. The gasoline market spent time in both backwardation and contango during the last ten years. The graph below shows the results from subtracting the next month contract price from the price of the near month contract for the 10-year period between December 31, 2009 and December 31, 2019. Investors will note that the near month gasoline futures contract spent time in both backwardation and contango. *PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS While the investment objective of UGA is not to have the market price of its shares match, dollar for dollar, changes in the spot price of gasoline, contango and backwardation have impacted the total return on an investment in UGA shares during the past year relative to a hypothetical direct investment in gasoline. For example, an investment in UGA shares made on December 31, 2018 and held December 31, 2019 increased based upon the changes in the NAV for UGA shares on those days, by approximately 42.08%, while the spot price of gasoline for immediate delivery during the same period increased by 20.31% (note: this comparison ignores seasonal factors and the potential costs associated with physically owning and storing gasoline, which could be substantial). Periods of contango or backwardation do not materially impact UGA s investment objective of having the daily percentage changes in its per share NAV track the daily percentage changes in the price of the Benchmark Futures Contract since the impact of backwardation and contango tend to equally impact the daily percentage changes in price of both UGA s shares and the Benchmark Futures Contract. It is impossible to predict with any degree of certainty whether backwardation or contango will occur in the future. It is likely that both conditions will occur during different periods. In managing UGA s assets, USCF does not use a technical trading system that issues buy and sell orders. USCF instead employs a quantitative methodology whereby each time a Creation Basket is sold, USCF purchases Gasoline Interests, such as a Futures Contract for gasoline traded on the NYMEX, that have an aggregate market value that approximates the amount of Treasuries and/or cash received upon the issuance of the Creation Basket. The specific Futures Contracts purchased depend on various factors, including a judgment by USCF as to the appropriate diversification of UGA s investments in futures contracts with respect to the month of expiration, and the prevailing price volatility of particular contracts. While USCF has made significant investments in NYMEX Futures Contracts, for various reasons, including the ability to enter into the precise amount of exposure to the gasoline market, position limits or other regulatory requirements limiting UGA s holdings, and market conditions, it may invest in Futures Contracts traded on other exchanges or invest in Other Gasoline-Related Investments. To the extent that UGA invests in Other Gasoline-Related Investments, it would prioritize investments in contracts and instruments that are economically equivalent to the Benchmark Futures Contract, including cleared swaps that satisfy such criteria, and then, to a lesser extent, it would invest in other types of cleared swaps and other contracts, instruments and non-cleared swaps, such as swaps in the over-the-counter market (or commonly referred to as the "OTC market"). If UGA is required by law or regulation, or by one of its regulators, including a futures exchange, to reduce its position in the Benchmark Futures Contract to the applicable position limit or to a specified accountability level or if market conditions dictate it would be more appropriate to invest in Other Gasoline-Related Investments, a substantial portion of UGA s assets could be invested in accordance with such priority in Other Gasoline-Related Investments that are intended to replicate the return on the Benchmark Futures Contract. As UGA s assets reach higher levels, it is more likely to exceed position limits, accountability levels or other regulatory limits and, as a result, it is more likely that it will invest in accordance with such priority in Other Gasoline-Related Investments at such higher levels. In addition, market conditions that USCF currently anticipates could cause UGA to invest in Other Gasoline-Related Investments include those allowing UGA to obtain greater liquidity or to execute transactions with more favorable pricing. See "Risk Factors Involved With an Investment in UGA" for a discussion of the potential impact of regulation on UGA s ability to invest in OTC transactions and cleared swaps. USCF may not be able to fully invest UGA s assets in Benchmark Futures Contracts having an aggregate notional amount exactly equal to UGA s NAV. For example, as a standardized contract, the Benchmark Futures Contract is for a specified amount of a particular commodity, and UGA s NAV and the proceeds from the sale of a Creation Basket are unlikely to be an exact multiple of the amounts of that contract. As a result, in such circumstances, UGA may be better able to achieve the exact amount of exposure to changes in price of the Benchmark Futures Contract through the use of Other Gasoline-Related Investments, such as OTC contracts that have better correlation with changes in price of the Benchmark Futures Contract. UGA anticipates that to the extent it invests in Futures Contracts other than contracts on gasoline (such as futures contracts for light, sweet crude oil, diesel-heating oil, and natural gas) and Other Gasoline-Related Investments, it will enter into various non-exchange-traded derivative contracts to hedge the short-term price movements of such Futures Contracts and Other Gasoline-Related Investments against the current Benchmark Futures Contract. USCF does not anticipate letting UGA s Futures Contracts expire and taking delivery of the underlying commodity. Instead, USCF closes existing positions, e.g., when it changes the Benchmark Futures Contract or Other Gasoline-Related Investments or it otherwise determines it would be appropriate to do so and reinvests the proceeds in new Futures Contracts or Other Gasoline-Related Investments. Positions may also be closed out to meet orders for Redemption Baskets and in such case proceeds for such baskets will not be reinvested. The Benchmark Futures Contract is changed from the near month contract to expire to the next month contract to expire during one day each month. On that day, USCF closes or sells UGA s Gasoline Interests and also reinvests or "rolls" in new Gasoline Interests. The anticipated dates on which the Benchmark Futures Contract will be changed and UGA s Gasoline Interests will be "rolled" are posted on UGA s website at www.uscfinvestments.com, and are subject to change without notice. By remaining invested as fully as possible in Futures Contracts or Other Gasoline-Related Investments, USCF believes that the daily changes in percentage terms of UGA s NAV will continue to closely track the daily changes in percentage terms in the prices of the Benchmark Futures Contract. USCF believes that certain arbitrage opportunities will result in the price of the shares traded on the NYSE Arca closely tracking the NAV of UGA. Additionally, Futures Contracts traded on the NYMEX have closely tracked the spot price of gasoline. Based on these expected interrelationships, USCF believes that the daily changes in the price of UGA s shares as traded on the NYSE Arca have closely tracked and will continue to closely track on a daily basis, the changes in the spot price of gasoline, on a percentage basis. What are the Trading Policies of UGA? Investment Objective The investment objective of UGA is for the daily changes in percentage terms of its shares per share NAV to reflect the daily changes in percentage terms of the spot price of gasoline (also known as reformulated gasoline blendstock for oxygen blending, or "RBOB"), for delivery to the New York harbor, as measured by the daily changes in the price of a specified short-term futures contract on gasoline called the "Benchmark Futures Contract," plus interest earned on UGA s collateral holdings, less UGA s expenses. The Benchmark Futures Contract is the futures contract on gasoline as traded on the NYMEX that is the near month contract to expire, except when the near month contract is within two weeks of expiration, in which case it will the futures contract that is the next month contract to expire. Liquidity UGA invests only in Futures Contracts and Other Gasoline-Related Investments that, in the opinion of USCF, are traded in sufficient volume to permit the ready taking and liquidation of positions in these financial interests and in Other Gasoline-Related Investments that, in the opinion of USCF, may be readily liquidated with the original counterparty or through a third party assuming the position of UGA. Spot Commodities While the Futures Contracts traded can be physically settled, UGA does not intend to take or make physical delivery. UGA may from time to time trade in Other Gasoline-Related Investments, including contracts based on the spot price of gasoline. Leverage USCF endeavors to have the value of UGA s Treasuries, cash and/or cash equivalents, whether held by UGA or posted as margin or collateral, to at all times approximate the aggregate market value of UGA s obligations under its Gasoline Interests. Commodity pools trading positions in futures contracts or other related investments are typically required to be secured by the deposit of margin funds that represent only a small percentage of a futures contract s (or other commodity interest s) entire market value. While USCF does not intend to leverage UGA s assets, it is not prohibited from doing so under the LP Agreement. Borrowings Borrowings are not used by UGA, unless UGA is required to borrow money in the event of physical delivery, UGA trades in cash commodities, or for short-term needs created by unexpected redemptions. OTC Derivatives (Including Spreads and Straddles) In addition to Futures Contracts, there are also a number of listed options on the Futures Contracts on the principal futures exchanges. These contracts offer investors and hedgers another set of financial vehicles to use in managing exposure to the gasoline market. Consequently, UGA may purchase options on gasoline Futures Contracts on these exchanges in pursuing its investment objective. In addition to the Futures Contracts and options on the Futures Contracts, there also exists an active non-exchange-traded market in derivatives tied to gasoline. These derivatives transactions (also known as OTC contracts) are usually entered into between two parties in private contracts. Unlike most of the exchange-traded Futures Contracts or exchange-traded options on the Futures Contracts, each party to such contract bears the credit risk of the other party, i.e., the risk that the other party may not be able to perform its obligations under its contract. To reduce the credit risk that arises in connection with such contracts, UGA will generally enter into an agreement with each counterparty based on the Master Agreement published by the International Swaps and Derivatives Association, Inc. ("ISDA") that provides for the netting of its overall exposure to its counterparty. USCF assesses or reviews, as appropriate, the creditworthiness of each potential or existing counterparty to an OTC contract pursuant to guidelines approved by the Board. UGA may enter into certain transactions where an OTC component is exchanged for a corresponding futures contract ("Exchange for Related Position" or "EFRP" transactions). In the most common type of EFRP transaction entered into by UGA, the OTC component is the purchase or sale of one or more baskets of UGA shares. These EFRP transactions may expose UGA to counterparty risk during the interim period between the execution of the OTC component and the exchange for a corresponding futures contract. Generally, the counterparty risk from the EFRP transaction will exist only on the day of execution. UGA may employ spreads or straddles in its trading to mitigate the differences in its investment portfolio and its goal of tracking the price of the Benchmark Futures Contract. UGA would use a spread when it chooses to take simultaneous long and short positions in futures written on the same underlying asset, but with different delivery months. During of the year ended December 31, 2019 and through February 29, 2020, UGA limited its derivatives activities to Futures Contracts and EFRP transactions. Pyramiding UGA has not employed and will not employ the technique, commonly known as pyramiding, in which the speculator uses unrealized profits on existing positions as variation margin for the purchase or sale of additional positions in the same or another commodity interest. Prior Performance of UGA *PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS USCF manages UGA which is a commodity pool that issues shares traded on the NYSE Arca. The chart below shows, as of February 29, 2020, the number of Authorized Participants, the total number of baskets created and redeemed since inception and the number of outstanding shares for UGA. # of Authorized Participants Baskets Purchased Baskets Redeemed Outstanding Shares 12 298 279 950,000 Since the commencement of the offering of UGA s shares to the public on February 26, 2008 to February 29, 2020, the simple average daily change in the Benchmark Futures Contract was 0.003% while the simple average daily change in the per share NAV of UGA over the same time period was 0.002%. The average daily difference was (0.001)% (or 0.1 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the Benchmark Futures Contract, the average error in daily tracking by the per share NAV was (0.333)%, meaning that over this time period UGA s tracking error was within the plus or minus 10% range established as its benchmark tracking goal. The table below shows the relationship between the trading prices of the shares and the daily NAV of UGA, since inception through February 29, 2020. The first row shows the average amount of the variation between UGA s closing market price and NAV, computed on a daily basis since inception, while the second and third rows depict the maximum daily amount of the end of day premiums and discounts to NAV since inception, on a percentage basis. USCF believes that maximum and minimum end of day premiums and discounts typically occur because trading in the shares continues on the NYSE Arca until 4:00 p.m. New York time while regular trading in the Benchmark Futures Contract on the NYMEX ceases at 2:30 p.m. New York time and the value of the relevant Benchmark Futures Contract, for purposes of determining its end of day NAV, can be determined at that time. UGA Average Difference $(0.001) Max Premium % 6.80% Max Discount % (6.75)% For more information on the performance of UGA, see the Performance Tables below. *PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS COMPOSITE PERFORMANCE DATA FOR UGA Name of Commodity Pool: United States Gasoline Fund, LP Type of Commodity Pool: Exchange traded security Inception of Trading: February 26, 2008 Aggregate Subscriptions (from inception through February 29, 2020): $546,356,711 Total Net Assets as of February 29, 2020: $24,502,117.55 NAV per Share as of February 29, 2020: $25.79 Worst Monthly Percentage Draw-down: November 2018 (19.41)% Worst Peak-to-Valley Draw-down: January 2013 – July 2016 (64.01)% Rates of Return* Month 2015 2016 2017 2018 2019 2020 January (1.89)% (13.04)% (8.80)% 4.90% 4.93% (11.73)% February 16.93% (5.85)% (2.27)% (8.13)% 14.08% (9.57)% March (10.34)% 6.92% (2.50)% 4.54% 8.30% April 15.20% 9.55% (9.43)% 5.27% 11.23% May 1.34% .21% 3.24% 1.65% (12.96)% June 1.45% (7.81)% (4.86)% 0.23% 8.83% July (11.23)% (12.63)% 13.03% (1.79)% 0.87% August (6.22)% 5.51% 12.66% 1.03% (10.50)% September (8.03)% 15.88% (8.32)% 5.13% 3.82% October (0.22)% (2.34)% 10.14% (15.82)% 4.50% November (4.41)% 4.10% 0.00% (19.41)% 0.13% December (2.85)% 11.28% 2.73% (7.15)% 6.07% Annual Rate of Return (13.57)% 7.06% 2.10% (29.00)% 42.08% (20.18)%** *The monthly rate of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease. **Through February 29, 2020. Draw-down: Losses experienced over a specified period. Draw-down is measured on the basis of monthly returns only and does not reflect intra-month figures. Worst Monthly Percentage Draw-down: The largest single month loss sustained during the most recent five calendar years and year-to-date. Worst Peak-to-Valley Draw-down: The largest percentage decline in the NAV per share over the history of the fund. This need not be a continuous decline, but can be a series of positive and negative returns where the negative returns are larger than the positive returns. Worst Peak-to-Valley Draw-down represents the greatest cumulative percentage decline in month-end per share NAV is not equaled or exceeded by a subsequent month-end per share NAV. UGA s Operations USCF and its Management and Traders USCF is a single member limited liability company that was formed in the state of Delaware on May 10, 2005. USCF maintains its main business office at 1850 Mt. Diablo Boulevard, Suite 640, Walnut Creek, California 94596. USCF is a wholly-owned subsidiary of Wainwright, a Delaware corporation, which is an intermediate holding company that owns USCF and another advisor of exchange traded funds. Wainwright is a wholly owned subsidiary of Concierge Technologies, Inc. (publicly traded under the ticker CNCG) ("Concierge"), a publicly traded holding company that owns various financial and non-financial businesses. Mr. Nicholas Gerber (discussed below), along with certain family members and certain other shareholders, owns the majority of the shares in Concierge. Wainwright is a holding company that currently holds both USCF, as well as USCF Advisers LLC, an investment adviser registered under the Investment Advisers Act of 1940, as amended, ("USCF Advisers"). USCF Advisers serves as the investment adviser for the USCF SummerHaven SHPEN Index Fund ("BUYN"), the USCF SummerHaven SHPEI Index Fund ("BUY") and the USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund ("SDCI"), each a series of the USCF ETF Trust. USCF Advisers was also the investment adviser for the USCF Commodity Strategy Fund (the "Mutual Fund"), a series of the USCF Mutual Funds Trust, until March 2019, when the Mutual Fund liquidated all of its assets and distributed cash pro rata to all remaining shareholders. USCF ETF Trust and USCF Mutual Funds Trust are registered under the Investment Company Act of 1940, as amended (the "1940 Act"). The Board of Trustees for the USCF ETF Trust and USCF Mutual Funds Trust consist of different independent trustees than those independent directors who serve on the Board of Directors of USCF. USCF is a member of the National Futures Association (the "NFA") and registered as a commodity pool operator ("CPO") with the Commodity Futures Trading Commission (the "CFTC") on December 1, 2005 and as a swaps firm on August 8, 2013. USCF serves as the general partner of UGA. USCF also serves as the general partner of the United States Natural Gas Fund, LP ("UNG"), the United States 12 Month Oil Fund, LP ("USL"), the United States Brent Oil Fund, LP ("BNO"), the United States 12 Month Natural Gas Fund, LP ("UNL") and the United States Oil Fund, LP ("USO"). USCF previously served as the general partner for the United States Short Oil Fund, LP ("DNO") and the United States Diesel-Heating Oil Fund, LP ("UHN"), both of which were liquidated in 2018. USCF is also the sponsor of the United States Commodity Index Funds Trust ("USCIFT"), a Delaware statutory trust, and each of its series: the United States Commodity Index Fund ("USCI"), the United States Copper Index Fund ("CPER"), and the USCF Crescent Crypto Index Fund ("XBET"). XBET is currently in registration and has not commenced operations. USCF previously served as the sponsor for the United States Agriculture Index Fund ("USAG"), which was liquidated in 2018. In addition, USCF is the sponsor of the USCF Funds Trust, a Delaware statutory trust, and each of its series, the United States 3x Oil Fund ("USOU") and the United States 3x Short Oil Fund ("USOD"), which listed their shares on the NYSE Arca on July 20, 2017 under the ticker symbols "USOU" and "USOD", respectively. Each of USOU and USOD liquidated all of its assets and distributed cash pro rata to all remaining shareholders in December 2019. UNG, BNO, UNL, USL, USO, USCI and CPER are referred to collectively herein as the "Related Public Funds." The Related Public Funds are subject to reporting requirements under the Securities Exchange Act of 1934, as amended ("Exchange Act") and, if registered under the 1940 Act, a Related Public Fund also must comply with the reporting requirements under the 1940 Act. For more information about each of the Related Public Funds, investors in UGA may call 1-800-920-0259 or visit www.uscfinvestments.com or the Securities and Exchange Commission s (the "SEC") website at www.sec.gov. USCF is required to evaluate the credit risk of UGA to the futures commission merchant ("FCM"), oversee the purchase and sale of UGA s shares by certain authorized participants ("Authorized Participants"), review daily positions and margin requirements of UGA and manage UGA s investments. USCF also pays the fees of ALPS Distributors, Inc., which serves as the marketing agent for UGA (the "Marketing Agent"), and The Bank of New York Mellon ("BNY Mellon"), which serves as the administrator (the "Administrator") and the custodian (the "Custodian") for UGA. In no event may the aggregate compensation paid for the Marketing Agent and any affiliate of USCF for distribution-related services in connection with the offering of shares exceed ten percent (10%) of the gross proceeds of this offering. The limited partners take no part in the management or control, and have a minimal voice in UGA s operations or business. Limited partners have no right to elect USCF on an annual or any other continuing basis. If USCF voluntarily withdraws, however, the holders of a majority of UGA s outstanding shares (excluding for purposes of such determination shares owned, if any, by the withdrawing general partner and its affiliates) may elect its successor. USCF may not be removed as general partner except upon approval by the affirmative vote of the holders of at least 66 2/3 percent of UGA s outstanding shares (excluding shares, if any, owned by USCF and its affiliates), subject to the satisfaction of certain conditions set forth in the LP Agreement. The business and affairs of USCF are managed by the Board, which is comprised of the Management Directors, each of whom are also executive officers and employees of USCF, and three independent directors who meet the independent director requirements established by the NYSE Arca Equities Rules and the Sarbanes-Oxley Act of 2002. The Management Directors have the authority to manage USCF pursuant to the terms of the LLC Agreement. Through its Management Directors, USCF manages the day-to-day operations of UGA. The Board has an audit committee, which is made up of the three independent directors (Gordon L. Ellis, Malcolm R. Fobes III and Peter M. Robinson,). The audit committee is governed by an audit committee charter that is posted on UGA s website at www.uscfinvestments.com. The Board has determined that each member of the audit committee meets the financial literacy requirements of the NYSE Arca and the audit committee charter. The Board has further determined that each of Messrs. Ellis and Fobes have accounting or related financial management expertise, as required by the NYSE Arca, such that each of them is considered an "Audit Committee Finance Expert" as such term is defined in Item 407(d)(5) of Regulation S-K. UGA has no executive officers. Pursuant to the terms of the LP Agreement, UGA s affairs are managed by USCF. The following are individual Principals, as that term is defined in CFTC Rule 3.1, for USCF: John P. Love, Stuart P. Crumbaugh, Nicholas D. Gerber, Melinda D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson, Scott Schoenberger, Gordon L. Ellis, Malcolm R. Fobes III, Ray W. Allen, Kevin A. Baum, Carolyn M. Yu and Wainwright. The individuals who are Principals due to their positions are John P. Love, Stuart P. Crumbaugh, Nicholas D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson, Gordon L. Ellis, Malcolm R. Fobes III, Ray W. Allen, Kevin A. Baum and Carolyn M. Yu. In addition, Wainwright is a Principal because it is the sole member of USCF. None of the Principals owns or has any other beneficial interest in UGA. Ray W. Allen and Andrew F Ngim make trading and investment decisions for UGA. Ray W. Allen and Andrew F Ngim execute trades on behalf of UGA. In addition, Nicholas D. Gerber, John P. Love, Robert L. Nguyen, Ray W. Allen, Kevin A. Baum, Kathryn Rooney, Maya Lowry, and Ryan Katz are registered with the CFTC as Associated Persons of USCF and are NFA Associate Members. John P. Love and Ray W. Allen are also registered with the CFTC as Swap Associated Persons. Ray W. Allen, 63, Portfolio Manager of USCF since January 2008. Mr. Allen was the portfolio manager of: (1) UGA from February 2008 until March 2010, and then portfolio manager since May 2015, (2) UHN from April 2008 until March 2010, and then from May 2015 to September 2018, (3) UNL from November 2009 until March 2010, and then portfolio manager since May 2015. In addition, he has been the portfolio manager of: (1) DNO from September 2009 to September 2018, (2) USO and USL since March 2010, (3) BNO since June 2010, (4) UNG since May 2015, and (4) USOU and USOD since July 2017 to December 2019. Mr. Allen also has served as the portfolio manager of (1) the USCF Commodity Strategy Fund, a series of USCF Mutual Funds Trust, from October 2017 to March 2019, and (2) the USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund, a series of the USCF ETF Trust, since May 2018. Mr. Allen has been a principal of USCF listed with the CFTC and NFA since March 2009 and has been registered as an associated person of USCF since July 2015 and from March 2008 to November 2012. Additionally, Mr. Allen has been approved as an NFA swap associated person of USCF since July 2015. As of February 2017, he also is an associated person and swap associated person of USCF Advisers. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. Mr. Allen earned a B.A. in Economics from the University of California at Berkeley and holds an NFA Series 3 registration. Kevin A. Baum, 49, has served as a Portfolio Manager of USCF since March 2016 and as the Chief Investment Officer of USCF since September 1, 2016. Prior to joining USCF, Mr. Baum temporarily retired from December 2015 to March 2016. Mr. Baum served as the Vice President and Senior Portfolio Manager for Invesco Capital Management LLC, an investment manager that manages a family of exchange-traded funds, from October 2014 through December 2015. Mr. Baum was temporarily retired from May 2012 through September 2014. From May 1993 to April 2012, Mr. Baum worked as the Senior Portfolio Manager, Head of Commodities for OppenheimerFunds, Inc., a global asset manager. Mr. Baum has been approved as an NFA principal and associated person of USCF since April 2016 and, as of January 2017, a branch manager of USCF. As of February 2017, he also is an associated person and branch manager of USCF Advisers. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. Mr. Baum is a CFA Charterholder, CAIA Charterholder, earned a B.B.A. in Finance from Texas Tech University and holds an NFA Series 3 registration. Stuart P. Crumbaugh, 56, Chief Financial Officer, Secretary and Treasurer of USCF since May 2015 and also the Chief Financial Officer of Concierge Technologies, Inc., the parent of Wainwright since December 2017. In addition, Mr. Crumbaugh has served as a director of Wainwright, the parent and sole member of USCF, since December 2016. Mr. Crumbaugh has been a principal of USCF listed with the CFTC and NFA since July 1, 2015 and, as of January 2017, he is a principal of USCF Advisers. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. Since June 2015, Mr. Crumbaugh has been the Treasurer and Secretary of USCF Advisers. He also has served as a Management Trustee, Chief Financial Officer and Treasurer of (1) USCF ETF Trust since May 2015 and (2) USCF Mutual Funds Trust since October 2016. Mr. Crumbaugh joined USCF as the Assistant Chief Financial Officer on April 6, 2015. Prior to joining USCF, Mr. Crumbaugh was the Vice President Finance and Chief Financial Officer of Sikka Software Corporation, a software service healthcare company providing optimization software and data solutions from April 2014 to April 6, 2015. Mr. Crumbaugh served as a consultant providing technical accounting, IPO readiness and M&A consulting services to various early stage companies with the Connor Group, a technical accounting consulting firm, for the periods of January 2014 through March 2014; October 2012 through November 2012; and January 2011 through February 2011. From December 2012 through December 2013, Mr. Crumbaugh was Vice President, Corporate Controller and Treasurer of Auction.com, LLC, a residential and commercial real estate online auction company. From March 2011 through September 2012, Mr. Crumbaugh was Chief Financial Officer of IP Infusion Inc., a technology company providing network routing and switching software enabling software-defined networking solutions for major mobile carriers and network infrastructure providers. Mr. Crumbaugh earned a B.A. in Accounting and Business Administration from Michigan State University in 1987 and is a Certified Public Accountant – Michigan (inactive). Nicholas D. Gerber, 57, Vice President since May 15, 2015 and Management Director since June 2005. Mr. Gerber served as the Chairman of the Board of Directors of USCF from June 2005 through October 2019 and as President and Chief Executive Officer of USCF from June 2005 through May 15, 2015. Mr. Gerber co-founded USCF in 2005 and prior to that, he co-founded Ameristock Corporation in March 1995, a California-based investment adviser registered under the Investment Advisers Act of 1940 from March 1995 until January 2013. Since January 26, 2015, Mr. Gerber also has served as the Chief Executive Officer, President, and Chairman of the Board of Directors of Concierge Technologies, Inc. ("Concierge"), which is a company publicly traded under the ticker symbol "CNCG." Concierge is the sole shareholder of Wainwright. Mr. Gerber also is the President and a director of Wainwright, a position he has held since March of 2004. From August 1995 to January 2013, Mr. Gerber served as Portfolio Manager of Ameristock Mutual Fund, Inc. On January 11, 2013, the Ameristock Mutual Fund, Inc. merged with and into the Drexel Hamilton Centre American Equity Fund, a series of Drexel Hamilton Mutual Funds. Drexel Hamilton Mutual Funds is not affiliated with Ameristock Corporation, the Ameristock Mutual Fund, Inc. or USCF. Mr. Gerber also has served USCF Advisers on the Board of Managers from June 2013 to present, as the President from June 2013 through June 18, 2015, and as Vice President from June 18, 2015 to present. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, since February 2017, is registered as a commodity pool operator, NFA member and swap firm. He also has served as Chairman of the Boards of Trustees of USCF ETF Trust since 2014 and USCF Mutual Funds Trust since October 2016, respectively, (USCF ETF Trust and together with USCF Mutual Funds Trust are referred to as the "Trusts") and each of the Trusts are investment companies registered under the Investment Company Act of 1940, as amended. In addition, Mr. Gerber served as the President and Chief Executive Officer of USCF ETF Trust from June 2014 until December 2015. In the above roles, Mr. Gerber has gained extensive experience in evaluating and retaining third-party service providers, including custodians, accountants, transfer agents, and distributors. Mr. Gerber has been a principal of USCF listed with the CFTC and NFA since November 2005, an NFA associate member and associated person of USCF since December 2005 and a Branch Manager of USCF since May 2009. Additionally, effective as of January 2017, he is a principal of USCF Advisers and, effective as of February 2017, he is an associated person and branch manager of USCF Advisers. Mr. Gerber earned an MBA degree in finance from the University of San Francisco, a B.A. from Skidmore College and holds an NFA Series 3 registration. John P. Love, 48, President and Chief Executive Officer of USCF since May 15, 2015 and Management Director of USCF since October 2016 and Chairman of the Board of Directors since October 2019. Mr. Love previously served as a Senior Portfolio Manager for the Related Public Funds from March 2010 through May 15, 2015. Prior to that, while still at USCF, he was a Portfolio Manager beginning with the launch of USO in April 2006. Mr. Love was the portfolio manager of USO from April 2006 until March 2010 and the portfolio manager for USL from December 2007 until March 2010. Mr. Love has been the portfolio manager of UNG since April 2007, and the portfolio manager of UGA, and UNL since March 2010 and the portfolio manager of UHN from March 2010 to September 2018. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. Mr. Love has served as on the Board of Managers of USCF Advisers since November 2016 and as its President since June 18, 2015. He also acted as co-portfolio manager of the Stock Split Index Fund, a series of the USCF ETF Trust for the period from September 2014 to December 2015, when he was promoted to the position of President and Chief Executive Officer of the USCF ETF Trust. Since October 2016 to present, he also has served as the President and Chief Executive of the USCF Mutual Funds Trust. Mr. Love also is a director of Wainwright, a position he has held since December 2016. Mr. Love has been a principal of USCF listed with the CFTC and NFA since January 17, 2006. Mr. Love has been registered as an associated person of USCF since February 2015 and from December 1, 2005 to April 16, 2009. Mr. Love has also been registered as a branch manager of USCF since March 2016. Additionally, Mr. Love has been approved as an NFA swap associated person since February 2015. Mr. Love is a principal of USCF Advisers LLC as of January 2017. Additionally, effective as of February 2017, he is an associated person, swap associated person, and branch manager of USCF Advisers. Mr. Love earned a B.A. from the University of Southern California, holds an NFA Series 3 and FINRA Series 7 registrations and is a CFA Charterholder. Andrew F Ngim, 59, co-founded USCF in 2005 and has served as a Management Director since May 2005 and, since August 15, 2016, has served as the Chief Operating Officer of USCF. Mr. Ngim has served as the portfolio manager for USCI and CPER since January 2013 and for USAG from January 2013 to September 2018. Mr. Ngim also served as USCF s Treasurer from June 2005 to February 2012. In addition, he has been on the Board of Managers and has served as the Assistant Secretary and Assistant Treasurer of USCF Advisers since its inception in June 2013. Prior to and concurrent with his services to USCF and USCF Advisers, from January 1999 to January 2013, Mr. Ngim served as a Managing Director for Ameristock Corporation, a California-based investment adviser, which he co-founded in March 1995, and was Co-Portfolio Manager of Ameristock Mutual Fund, Inc. from January 2000 to January 2013. Mr. Ngim also served as portfolio manager of (1) the Stock Split Index Fund from September 2014 to October 2017, and (2) the USCF Restaurant Leaders Fund from November 2016 to October 2017, both series of the USCF ETF Trust. Mr. Ngim also serves as the portfolio manager for three funds that are series of the USCF ETF Trust: (1) USCF SummerHaven SHPEI Index Fund from December 2017 to present, (2) USCF SummerHaven SHPEN Index Fund also from December 2017 to present, and (3) USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund from May 2018 to present. Mr. Ngim serves as a Management Trustee of: (1) the USCF ETF Trust from August 2014 to the present and (2) the USCF Mutual Funds Trust from October 2016 to present. Mr. Ngim has been a principal of USCF listed with the CFTC and NFA since November 2005 and a principal of USCF Advisers LLC since January 2017. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. Mr. Ngim earned his B.A. from the University of California at Berkeley. Robert L. Nguyen, 60, Management Director and principal since July 2015. Mr. Nguyen served on the Board of Wainwright from December 2014 to December 2016. Mr. Nguyen co-founded USCF in 2005 and served as a Management Director until March 2012. Mr. Nguyen was an Investment Manager with Ribera Investment Management, an investment adviser registered under the Investment Advisers Act of 1940, from January 2013 to March 2015. Prior to and concurrent with his services to USCF, from January 2000 to January 2013, Mr. Nguyen served as a Managing Principal for Ameristock Corporation, a California-based investment adviser registered under the Investment Advisers Act of 1940, which he co-founded in March 1995. Mr. Nguyen was a principal of USCF listed with the CFTC and NFA from November 2005 through March 2012 and an associated person of USCF listed with the CFTC and NFA from November 2007 through March 2012. Mr. Nguyen has been a principal of USCF listed with the CFTC and NFA since July 2015 and an associated person of USCF listed with the CFTC and NFA since December 2015. As of February 2017, he also is an associated person of USCF Advisers. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. Mr. Nguyen earned his B.S. from California State University at Sacramento, and holds NFA Series 3 and FINRA Series 7 registrations. Carolyn M. Yu, 61, Chief Compliance Officer of USCF since February 2013. In addition, she served USCF as the General Counsel from May 2015 through April 2018 and the Assistant General Counsel from August 2011 through April 2015. Ms. Yu also served as the General Counsel of Concierge, the parent of Wainwright from November 2017 through December 2018. Ms. Yu has served as (1) Chief Compliance Officer of USCF Advisers and USCF ETF Trust since May 2015 and of USCF Mutual Funds Trust since October 2016, (2) Chief AML Officer of USCF ETF Trust since May 2015 and of USCF Mutual Funds Trust since October 2016, and (3) Chief Legal Officer of USCF Advisers and USCF ETF Trust from May 2015 through April 2018 and of USCF Mutual Funds Trust from October 2016 through April 2018. Prior to May 2015, Ms. Yu was the Assistant Chief Compliance Officer and AML Officer of the USCF ETF Trust. Since August 2013, in the case of USCF, and January 2017, in the case of USCF Advisers, Ms. Yu has been a principal listed with the CFTC and NFA. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. Ms. Yu earned her JD from Golden Gate University School of Law and a B.S. in business administration from San Francisco State University. Gordon L. Ellis, 73, Independent Director of USCF since September 2005. Previously, Mr. Ellis was a founder of International Absorbents, Inc., Director and Chairman since July 1985 and July 1988, respectively, and Chief Executive Officer and President since November 1996. He also served as Chairman of Absorption Corp., a wholly-owned subsidiary of International Absorbents, Inc., which is a leading developer and producer of environmentally friendly pet care and industrial products, from May July 1985 until July 2010 when it was sold to Kinderhook Industries, a private investment banking firm and remained as a director until March 2013 when Absorption Corp was sold again to J. Rettenmaier & S hne Group, a German manufacturing firm. Concurrent with that, he founded and has served as Chairman from November 2010 to present of Lupaka Gold Corp., a firm that acquires, explores, develops, and evaluates gold mining properties in Peru, South America. Mr. Ellis has his Chartered Directors designation from The Director s College (a joint venture of McMaster University and The Conference Board of Canada). He has been a principal of USCF listed with the CFTC and NFA since November 2005. Mr. Ellis is an engineer and earned an MBA in international finance. Malcolm R. Fobes III, 55, Independent Director of USCF and Chairman of USCF s audit committee since September 2005. He founded and is the Chairman and Chief Executive Officer of Berkshire Capital Holdings, Inc., a California-based investment adviser registered under the Investment Advisers Act of 1940 that has been sponsoring and providing portfolio management services to mutual funds since June 1997. Mr. Fobes serves as Chairman and President of The Berkshire Funds, a mutual fund investment company registered under the Investment Company Act of 1940. Since 1997, Mr. Fobes has also served as portfolio manager of the Berkshire Focus Fund, a mutual fund registered under the Investment Company Act of 1940, which concentrates its investments in the electronic technology industry. He was also contributing editor of Start a Successful Mutual Fund: The Step-by-Step Reference Guide to Make It Happen (JV Books, 1995). Mr. Fobes has been a principal of USCF listed with the CFTC and NFA since November 2005. He earned a B.S. in finance with a minor in economics from San Jose State University in California. Peter M. Robinson, 62, Independent Director of USCF since September 2005. Mr. Robinson has been a Research Fellow since 1993 with the Hoover Institution, a public policy think tank located on the campus of Stanford University. He authored three books and has been published in the New York Times, Red Herring, and Forbes ASAP and is the editor of Can Congress Be Fixed?: Five Essays on Congressional Reform (Hoover Institution Press, 1995). Mr. Robinson has been a principal of USCF listed with the CFTC and NFA since December 2005. He earned an MBA from the Stanford University Graduate School of Business, graduated from Oxford University in 1982 after studying politics, philosophy, and economics and graduated summa cum laude from Dartmouth College in 1979. UGA s Service Providers Custodian, Registrar, Transfer Agent, and Administrator In its capacity as the Custodian for UGA, The Bank of New York Mellon ("BNY Mellon" or the "Custodian") holds UGA s Treasuries, cash and/or cash equivalents pursuant to a Custody agreement. BNY Mellon is also the registrar and transfer agent for the shares. In addition, in its capacity as Administrator for UGA, BNY Melon performs certain administrative and accounting services for UGA and prepares certain SEC, NFA and CFTC reports on behalf of UGA. As compensation for the services that BNY Mellon provides to UGA in the foregoing capacities, and the services BNY Mellon provides to the Related Public Funds, BNY Mellon receives certain out of pocket costs, transaction fees, and asset based fees, which are accrued daily and paid monthly USCF. BNY Mellon is authorized to conduct a commercial banking business in accordance with the provisions of New York State Banking Law, and is subject to regulation, supervision, and examination by the New York State Department of Financial Services and the Board of Governors of the Federal Reserve System. Marketing Agent UGA also employs ALPS Distributors, Inc. ("ALPS Distributors") as the Marketing Agent, which is further discussed under "What is the Plan of Distribution?" USCF pays the Marketing Agent an annual fee. In no event may the aggregate compensation paid to the Marketing Agent and any affiliate of USCF for distribution-related services in connection with the offering of shares exceed ten percent (10%) of the gross proceeds of the offering. ALPS Distributors principal business address is 1290 Broadway, Suite 1000, Denver, CO 80203. ALPS Distributors is a broker-dealer registered with the U.S. Securities and Exchange Commission ("SEC") and is a member of FINRA and a member of the Securities Investor Protection Corporation. Payments to Certain Third Parties USCF or the Marketing Agent, or an affiliate of USCF or the Marketing Agent, may directly or indirectly make cash payments to certain broker-dealers for participating in activities that are designed to make registered representatives and other professionals more knowledgeable about exchange-traded funds and exchange-traded products, including UGA and the Related Public Funds, or for other activities, such as participation in marketing activities and presentations, educational training programs, conferences, the development of technology platforms and reporting systems. Additionally, pursuant to written agreements, USCF may make payments, out of its own resources, to financial intermediaries in exchange for providing services in connection with the sale or servicing of the Fund s shares, including waiving commissions on the purchase or sale of shares of participating exchange-traded products. Payments to a broker-dealer or intermediary may create potential conflicts of interest between the broker-dealer or intermediary and its clients. The amounts described above, which may be significant, are paid by USCF and/or the Marketing Agent from their own resources and not from the assets of UGA or the Related Public Funds. Futures Commission Merchant On October 8, 2013, USCF entered into a Futures and Cleared Derivatives Transactions Customer Account Agreement with RBC Capital Markets, LLC ("RBC Capital" or "RBC") to serve as UGA s FCM, effective October 10, 2013. This agreement requires RBC Capital to provide services to UGA, as of October 10, 2013, in connection with the purchase and sale of Oil Futures Contracts and Other Oil-Related Investments that may be purchased or sold by or through RBC Capital for UGA s account. For the period October 10, 2013 and after, UGA pays RBC Capital commissions for executing and clearing trades on behalf of UGA. RBC Capital s primary address is 3 World Financial Center, 200 Vesey St., New York, NY 10281. Effective October 10, 2013, RBC Capital became the futures clearing broker for UGA. RBC Capital is registered in the United States with FINRA as a broker-dealer and with the CFTC as an FCM. RBC Capital is a member of various U.S. futures and securities exchanges. RBC Capital is a large broker dealer subject to many different complex legal and regulatory requirements. As a result, certain of RBC Capital s regulators may from time to time conduct investigations, initiate enforcement proceedings and/or enter into settlements with RBC Capital with respect to issues raised in various investigations. RBC Capital complies fully with its regulators in all investigations being conducted and in all settlements it reaches. In addition, RBC Capital is and has been subject to a variety of civil legal claims in various jurisdictions, a variety of settlement agreements and a variety of orders, awards and judgments made against it by courts and tribunals, both in regard to such claims and investigations. RBC Capital complies fully with all settlements it reaches and all orders, awards and judgments made against it. RBC Capital has been named as a defendant in various legal actions, including arbitrations, class actions and other litigation including those described below, arising in connection with its activities. Certain of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. RBC Capital is also involved, in other reviews, investigations and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding RBC Capital s business, including among other matters, accounting and operational matters, certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. RBC Capital contests liability and/or the amount of damages as appropriate in each pending matter. In view of the inherent difficulty of predicting the outcome of such matters, particularly in cases where claimants seek substantial or indeterminate damages or where investigations and proceedings are in the early stages, RBC Capital cannot predict the loss or range of loss, if any, related to such matters; how or if such matters will be resolved; when they will ultimately be resolved; or what the eventual settlement, fine, penalty or other relief, if any, might be. Subject to the foregoing, RBC Capital believes, based on current knowledge and after consultation with counsel, that the outcome of such pending matters will not have a material adverse effect on the consolidated financial condition of RBC Capital. On April 27, 2017, pursuant to an offer of settlement, a Panel of the Chicago Board of Trade Business Conduct Committee ("Panel") found that RBC Capital engaged in EFRP transactions which failed to satisfy the Rules of the Chicago Board of Trade (the "Chicago Board of Trade") in one or more ways. Specifically, the Panel found that RBC Capital traders entered into EFRP trades in which RBC Capital accounts were on both sides of the transactions. While the purpose of the transactions was to transfer positions between the RBC Capital accounts, the Panel found that the manner in which the trades occurred violated the Chicago Board of Trade s prohibition on wash trades. The Panel found that RBC Capital thereby violated CBOT Rules 534 and (legacy) 538.B. and C. In accordance with the settlement offer, the Panel ordered RBC Capital to pay a $175,000 fine. On October 1, 2019, the CFTC issued an order filing and settling charges against RBCCM for the above activity, as well as related charges. The order required that RBCCM cease and desist from violating the applicable regulations, pay a $5 million civil monetary penalty, and comply with various conditions, including conditions regarding public statements and future cooperation with the Commission. On June 18, 2015, in connection with the Municipalities Continuing Disclosure Cooperation initiative of the U.S. Securities and Exchange Commission ("SEC"), the SEC commenced and settled an administrative proceeding against RBC Capital for willful violations of Sections 17(a)(2) of the 1933 Act, after the firm self-reported instances in which it conducted inadequate due diligence in certain municipal securities offerings and as a result, failed to form a reasonable basis for believing the truthfulness of certain material representations in official statements issued in connection with those offerings. RBC Capital paid a fine of $500,000. RBC Capital and certain affiliates were named as defendants in a lawsuit relating to their role in transactions involving investments made by a number of Wisconsin school districts in certain collateralized debt obligations. These transactions were also the subject of a regulatory investigation, which was resolved in 2011. RBC Capital reached a final settlement with all parties in the civil litigation, and the civil action against RBC Capital was dismissed with prejudice on December 6, 2016. Beginning in 2015, putative class actions were brought against RBC Capital and/or Royal Bank of Canada in the U.S., Canada and Israel. These actions were each brought against multiple foreign exchange dealers and allege, among other things, collusive behavior in foreign exchange trading. Various regulators are also conducting inquiries regarding potential violations of law by a number of banks and other entities, including RBC Capital, regarding foreign exchange trading. In August 2018, the U.S. District Court entered a final order approving RBC Capital s pending settlement with class plaintiffs. Certain institutional plaintiffs opted out of participating in the settlement and have brought their own claims. The Canadian class actions, one other U.S. action that is purportedly brought on behalf of different classes of plaintiffs, and an action filed in Israel remain pending. Based on the facts currently known, it is not possible at this time for us to predict the ultimate outcome of these investigations or proceedings or the timing of their resolution. On July 31, 2015, RBC Capital was added as a new defendant in a pending putative class action initially filed in November 2013 in the United States District Court for the Southern District of New York. The action is brought against multiple foreign exchange dealers and alleges collusive behavior, among other allegations, in foreign exchange trading. Based on the facts currently known, the ultimate resolution of these collective matters is not expected to have a material adverse effect on RBC. On April 13, 2015, RBC Capital s affiliate, Royal Bank of Canada Trust Company (Bahamas) Limited (RBC Bahamas), was charged in France with complicity in tax fraud. RBC Bahamas believes that its actions did not violate French law and contested the charge in the French court. The trial of this matter has concluded and a verdict was delivered on January 12, 2017, acquitting the company and the other defendants and on June 29, 2018, the French appellate court affirmed the acquittals. The acquittals are being appealed. Various regulators and competition and enforcement authorities around the world, including in Canada, the United Kingdom, and the U.S., are conducting investigations related to certain past submissions made by panel banks in connection with the setting of the U.S. dollar London interbank offered rate ("LIBOR"). These investigations focus on allegations of collusion between the banks that were on the panel to make submissions for certain LIBOR rates. Royal Bank of Canada, RBC Capital s indirect parent, is a member of certain LIBOR panels, including the U.S. dollar LIBOR panel, and has in the past been the subject of regulatory requests for information. In addition, Royal Bank of Canada and other U.S. dollar panel banks have been named as defendants in private lawsuits filed in the U.S. with respect to the setting of LIBOR including a number of class action lawsuits which have been consolidated before the U.S. District Court for the Southern District of New York. The complaints in those private lawsuits assert claims against us and other panel banks under various U.S. laws, including U.S. antitrust laws, the U.S. Commodity Exchange Act, and state law. On February 28, 2018, the motion by the plaintiffs in the class action lawsuits to have the class certified was denied in relation to Royal Bank of Canada. As such, unless that ruling is reversed on appeal, Royal Bank of Canada is no longer a defendant in any pending class action. Royal Bank of Canada is still a party to the various individual LIBOR actions. Based on the facts currently known, it is not possible at this time for us to predict the ultimate outcome of these investigations or proceedings or the timing of their resolution. Thornburg Mortgage Inc. ("TMST") and RBC Capital were parties to a master repurchase agreement executed in September 2003 whereby TMST financed its purchase of residential mortgage-backed securities. Upon TMST s default during the financial crisis, RBC Capital valued TMST s collateral at allegedly deflated prices. After TMST s bankruptcy filing, TMST s trustee brought suit against RBC Capital in 2011 for breach of contract. In 2015, TMST was awarded more than $45 million in damages. RBC Capital has appealed. The appeals court set a briefing schedule and simultaneously ordered the parties to participate in a mediation. The parties subsequently reached an agreement to settle the matter; a motion to approve the settlement was filed with the bankruptcy court on January 10, 2016 and granted on February 27, 2017.On October 14, 2014, the Delaware Court of Chancery (the "Court of Chancery") in a class action brought by former shareholders of Rural/Metro Corporation, held RBC Capital liable for aiding and abetting a breach of fiduciary duty by three Rural/Metro directors, but did not make an additional award for attorney s fees. A final judgment was entered on February 19, 2015 in the amount of US$93 million plus post judgment interest. RBC Capital appealed the Court of Chancery s determination of liability and quantum of damages, and the plaintiffs cross-appealed the ruling on additional attorneys fees. On November 30, 2015, the Delaware Supreme Court affirmed the Court of Chancery with respect to both the appeal and cross-appeal. RBC Capital is cooperating with an investigation by the SEC relating to this matter. In particular, the SEC contended that RBC Capital caused materially false and misleading information to be included in the proxy statement that Rural filed to solicit shareholder approval for the sale in violation of section 14(A) of the Exchange Act and Rule 14A-9 thereunder. On August 31, 2016, RBC Capital was ordered by the SEC to cease and desist and paid $500,000 in disgorgement, plus interest of $77,759 and a civil penalty of $2 million. Please see RBC Capital s Form BD, which is available on the FINRA BrokerCheck program, for more details. RBC Capital will act only as clearing broker for UGA and as such will be paid commissions for executing and clearing trades on behalf of UGA. RBC Capital has not passed upon the adequacy or accuracy of this disclosure document. RBC Capital will not act in any supervisory capacity with respect to USCF or participate in the management of USCF or UGA. RBC Capital is not affiliated with UGA or USCF. Therefore, neither USCF nor UGA believes that there are any conflicts of interest with RBC Capital or its trading principals arising from its acting as UGA s FCM. Commodity Trading Advisor Currently, USCF does not employ commodity trading advisors for the trading of UGA contracts. USCF currently does, however, employ SummerHaven Investment Management, LLC as a trading Advisor for USCI and CPER. If, in the future, USCF does employ commodity trading advisors for UGA, it will choose each advisor based on arm s-length negotiations and will consider the advisor s experience, fees and reputation. UGA s Fees and Expenses This table describes the fees and expenses that you may pay if you buy and hold shares of UGA. You should note that you may pay brokerage commissions on purchases and sales of UGA s shares, which are not reflected in the table. Authorized Participants will pay applicable creation and redemption fees. See "Creation and Redemption of Shares—Creation and Redemption Transaction Fee," page 57. Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Management Fees(1) 0.60% Distribution Fees NONE Other Fund Expenses(1) 0.33% Expense Fund Waiver(2) (0.18)% Net Other Fund Expenses 0.15% Total Annual Fund Operating Expenses After Expense Waiver 0.75% (1)Based on amounts for the year ended December 31, 2019. The individual expense amounts in dollar terms are shown in the table below. As used in this table, (i) Professional Expenses include expenses for legal, audit, tax accounting and printing; and (ii) Independent Director and Officer Expenses include amounts paid to independent directors and for officers liability insurance. Management Fees $219,691 Professional Expenses $65,523 Brokerage Commissions $41,772 Independent Director and Officer Expenses $8,291 License Fees $5,492 Registration Fees $0 These amounts are based on UGA s average total net assets, which are the sum of daily total net assets of UGA divided by the number of calendar days in the year. For the year ended December 31, 2019, UGA s average total net assets were $36,615,147.89. (2)USCF has voluntarily agreed to pay certain expenses typically borne by UGA. USCF has no obligation to continue such payments. If this agreement were terminated, the Annual Fund Operating Expenses could increase, which would negatively impact your total return from an investment in UGA. Breakeven Analysis The breakeven analysis below indicates the approximate dollar returns and percentage required for the redemption value of a hypothetical initial investment in a single share to equal the amount invested twelve months after the investment was made. For purposes of this breakeven analysis, we have assumed an initial selling price of $25.79 per share which equals the NAV per share at the close of trading on February 29, 2020. In order for a hypothetical investment in shares to break even over the next 12 months, assuming a selling price of $25.79 per share, the investment would have to generate a 0.741% or $0.191 return, rounded to $0.19. This breakeven analysis refers to the redemption of baskets by Authorized Participants and is not related to any gains an individual investor would have to achieve in order to break even. The breakeven analysis is an approximation only. As used in this table, (i) Professional Expenses include expenses for legal, audit, tax accounting and printing; and (ii) Independent Director and Officer Expenses include amounts paid to independent directors and for officers liability insurance. Assumed initial selling price per share(1) $25.79 Management Fees (0.600%)(2) $0.155 Creation Basket Fee (0.010%)(3) $(0.003) Estimated Brokerage Fee 0.114%(4) $0.029 Interest Income (0.00%)(5) $ 0.000 Registration Fees 0%(6) $ 0.000 NYMEX Licensing Fee 0.015%(7) $0.004 Independent Director and Officer Expenses 0.023%%(8) $0.006 Professional Expenses 0.179%(9) $0.046 Amount of trading income (loss) required for the redemption value at the end of one year to equal the initial selling price of the share $ 0.237 Percentage of initial selling price per share 0.919 % Expense Waiver (0.18)%(10) $(0.046) Amount of trading income (loss) required for the redemption value at the end of one year to equal the initial selling price of the share Inclusive of credit)(11) $ 0.191 Percentage of initial selling price per share (inclusive of credit)(11) 0.741 % (1) In order to show a hypothetical investment in shares would break even over the next 12 months, this breakeven analysis uses an assumed initial selling price of $25.79 per share, which is based on the NAV per share of UGA at the close of trading on February 29, 2020. Investors should note that, because UGA s NAV changes on a daily basis, the breakeven amount on any given day could be higher or lower than the amount reflected here. (2) UGA is contractually obligated to pay USCF a management fee of 0.600% per annum on its average total net assets. "Average total net assets" are the sum of the daily total net assets of UGA (the NAV of UGA calculated as set forth in "Calculating Per Share NAV" beginning on page 53) divided by the number of calendar days in the year. On days when markets are closed, the daily total net assets are the daily total net assets from the last day when the market was open. See page 3 for a discussion of net assets of UGA. (3) Authorized Participants are required to pay a Creation Basket fee of $350 for each order they place to create one or more baskets. This breakeven analysis assumes a hypothetical investment in a single share, which would equal the $350 Creation Basket fee divided by the total number of outstanding shares plus the 50,000 shares created by the Creation Basket. This calculation will always result in a value that is below 0.010%, but for purposes of this breakeven analysis we assume a creation basket fee of 0.010%. (4) This amount is based on the actual brokerage fees for UGA calculated on an annualized basis and includes an estimated half-turn commission of $3.50. A half-turn commission is the commissions liability related to FCM transaction fees for futures contracts on a half-turn basis. (5) UGA earns interest on its assets, including its Treasuries holdings. UGA estimates that, in 2020, it will earn approximately 1.6% in interest income on its Treasuries holdings. Given the market volatility in 2020 arising from the COVID-19 pandemic and other geopolitical issues, UGA believes it is reasonable to assume that it will not earn any significant interest income in 2020. (6) UGA pays fees to the SEC to register its shares for sale. This amount is based on actual registration fees for UGA calculated on an annualized basis and then amortized over a three year period. This fee may vary in future years. (7) The NYMEX licensing fee is 0.015% of the aggregate assets of UGA and the Related Public Funds, (except for BNO, USCI, and CPER). For more information see "UGA s Fees and Expenses." (8) Independent Director and Officer Expenses include amounts paid to independent directors and for officers liability insurance. The foregoing assumes that the average total net assets of UGA as of December 31, 2019, which were $36,615,147.89, were aggregated with the average total net assets of the Related Public Funds as of December 31, 2019, that the aggregate fees paid to the independent directors for 2019 was $550,250 and that the allocable portion of the fees borne by UGA based on the proportion of its average total net assets when aggregated with the average total net assets of the Related Public Funds equals $8,291. (9) Professional Expenses include expenses for legal, audit, tax accounting and printing. UGA estimates the costs attributable to Professional Expenses for 2019 is $65,523. The number in the break-even table assumes UGA had $36,615,147.89 in average total net assets during the calendar year ended December 31, 2019. (10) USCF has voluntarily agreed to pay certain expenses typically borne by UGA. (11) The breakeven amount, calculated based on the information in the table and the assumptions set forth in these notes, would require a negative rate of return of (0.330)%, $(0.085). As a result, UGA would have to lose market value by that percent or amount in order to break even, notwithstanding the fees and expenses charged to the UGA. The breakeven amount is not permitted to be expressed as a negative number and therefore has been expressed as $0. Conflicts of Interest There are present and potential future conflicts of interest in UGA s structure and operation you should consider before you purchase shares. USCF will use this notice of conflicts as a defense against any claim or other proceeding made. If USCF is not able to resolve these conflicts of interest adequately, it may impact UGA s and the Related Public Funds ability to achieve their investment objectives. UGA and USCF may have inherent conflicts to the extent USCF attempts to maintain UGA s asset size in order to preserve its fee income and this may not always be consistent with UGA s objective of having the value of its share s NAV track changes in the price of the Benchmark Futures Contract. USCF s officers, directors and employees, do not devote their time exclusively to UGA. These persons are directors, officers or employees of other entities which may compete with UGA for their services. They could have a conflict between their responsibilities to UGA and to those other entities. USCF has adopted policies that prohibit their principals, officers, directors and employees from trading futures and related contracts in which either UGA or any of the Related Public Funds invests. These policies are intended to prevent conflicts of interest occurring where USCF, or their principals, officers, directors or employees could give preferential treatment to their own accounts or trade their own accounts ahead of or against UGA or any of the Related Public Funds. USCF has sole current authority to manage the investments and operations of UGA, and this may allow it to act in a way that furthers its own interests which may create a conflict with your best interests. Limited partners have limited voting control, which will limit their ability to influence matters such as amendment of the LP Agreement, change in UGA s basic investment policy, dissolution of UGA, or the sale or distribution of UGA s assets. USCF serves as the general partner or sponsor to each of UGA and the Related Public Funds. USCF may have a conflict to the extent that its trading decisions may be influenced by the effect they would have on the other funds it manages. For example, if, as a result of reaching position limits imposed by the NYMEX, UGA purchased gasoline futures contracts, this decision could impact UGA s ability to purchase additional gasoline futures contracts if the number of contracts held by funds managed by USCF reached the maximum allowed by the NYMEX. Similar situations could adversely affect the ability of any fund to track its Benchmark Futures Contract. In addition, USCF is required to indemnify the officers and directors of the other funds, if the need for indemnification arises. This potential indemnification will cause USCF s assets to decrease. If USCF s other sources of income are not sufficient to compensate for the indemnification, then USCF may terminate and you could lose your investment. Whenever a conflict of interest exists or arises between USCF on the one hand, and the partnership or any limited partner, on the other hand, any resolution or course of action by USCF in respect of such conflict of interest shall be permitted and deemed approved by all partners and shall not constitute a breach of the LP Agreement or of any agreement contemplated hereby or of a duty stated or implied by law or equity, if the resolution or course of action is, or by operation of the LP Agreement is deemed to be, fair and reasonable to the partnership. If a dispute arises, under the LP Agreement it will be resolved either through negotiations with USCF or by courts located in the State of Delaware. Under the LP Agreement, any resolution is deemed to be fair and reasonable to the partnership if the resolution is: approved by the audit committee, although no party is obligated to seek approval and USCF may adopt a resolution or course of action that has not received approval; on terms no less favorable to the limited partners than those generally being provided to or available from unrelated third parties; or fair to the limited partners, taking into account the totality of the relationships of the parties involved including other transactions that may be particularly favorable or advantageous to the limited partners. The previous risk factors and conflicts of interest are complete as of the date of this prospectus; however, additional risks and conflicts may occur which are not presently foreseen by USCF. You may not construe this prospectus as legal or tax advice. Before making an investment in this fund, you should read this entire prospectus, which can be found on UGA s website at www.uscfinvestments.com. You should also consult with your personal legal, tax, and other professional advisors. Interests of Named Experts and Counsel USCF has employed Eversheds Sutherland (US) LLP to prepare this prospectus. Neither the law firm nor any other expert hired by UGA to give advice on the preparation of this offering document has been hired on a contingent fee basis. None of them have any present or future expectation of interest in USCF, Marketing Agent, Authorized Participants, Custodian, Administrator or other service providers to UGA. Ownership or Beneficial Interest in UGA As of February 29, 2020, neither USCF nor any of the directors or executive officers of USCF own any shares of UGA. In addition, as of such date, UGA is not aware of any 5% holder of its shares. USCF s Responsibilities and Remedies Pursuant to the DRULPA ("Delaware Revised Uniform Limited Partnership Act"), parties may contractually modify or even eliminate fiduciary duties in a limited partnership agreement to the limited partnership itself, or to another partner or person otherwise bound by the limited partnership agreement. Parties may not, however, eliminate the implied covenant of good faith and fair dealing. Where parties unambiguously provide for fiduciary duties in a limited partnership agreement, those expressed duties become the standard that courts will use to determine whether such duties were breached. For this reason, UGA s limited partnership agreement does not explicitly provide for any fiduciary duties so that common law fiduciary duty principles will apply to measure USCF s conduct. A prospective investor should be aware that USCF has a responsibility to limited partners of UGA to exercise good faith and fairness in all dealings. The fiduciary responsibility of USCF to limited partners is a developing and changing area of the law and limited partners who have questions concerning the duties of USCF should consult with their counsel. In the event that a limited partner of UGA believes that USCF has violated its fiduciary duty to the limited partners, he may seek legal relief individually or on behalf of UGA under applicable laws, including under DRULPA and under commodities laws, to recover damages from or require an accounting by USCF. Limited partners may also have the right, subject to applicable procedural and jurisdictional requirements, to bring class actions in federal court to enforce their rights under the federal securities laws and the rules and regulations promulgated thereunder by the SEC. Limited partners who have suffered losses in connection with the purchase or sale of the shares may be able to recover such losses from USCF where the losses result from a violation by USCF of the federal securities laws. State securities laws may also provide certain remedies to limited partners. Limited partners should be aware that performance by USCF of its fiduciary duty is measured by the terms of the LP Agreement as well as applicable law. Limited partners are afforded certain rights to institute reparations proceedings under the Commodity Exchange Act ("CEA") for violations of the CEA or of any rule, regulation or order of the CFTC by USCF. Liability and Indemnification Under the LP Agreement, neither a general partner nor any employee or other agent of UGA nor any officer, director, stockholder, partner, employee or agent of a general partner (a "Protected Person") shall be liable to any partner or UGA for any mistake of judgment or for any action or inaction taken, nor for any losses due to any mistake of judgment or to any action or inaction or to the negligence, dishonesty or bad faith of any officer, director, stockholder, partner, employee, agent of UGA or any officer, director, stockholder, partner, employee or agent of such general partner, provided that such officer, director, stockholder, partner, employee, or agent of the partner or officer, director, stockholder, partner, employee or agent of such general partner was selected, engaged or retained by such general partner with reasonable care, except with respect to any matter as to which such general partner shall have been finally adjudicated in any action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Protected Person s action was in the best interests of UGA and except that no Protected Person shall be relieved of any liability to which such Protected Person would otherwise be subject by reason of willful misfeasance, gross negligence or reckless disregard of the duties involved in the conduct of the Protected Person s office. UGA shall, to the fullest extent permitted by law, but only out of UGA assets, indemnify and hold harmless a general partner and each officer, director, stockholder, partner, employee or agent thereof (including persons who serve at UGA s request as directors, officers or trustees of another organization in which UGA has an interest as a shareholder, creditor or otherwise) and their respective Legal Representatives and successors (hereinafter referred to as a "Covered Person") against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceedings, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of an alleged act or omission as a general partner or director or officer thereof, or by reason of its being or having been such a general partner, director or officer, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person s action was in the best interest of UGA, and except that no Covered Person shall be indemnified against any liability to UGA or limited partners to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person s office. Expenses, including counsel fees so incurred by any such Covered Person, may be paid from time to time by UGA in advance of the final disposition of any such action, suit or proceeding on the condition that the amounts so paid shall be repaid to UGA if it is ultimately determined that the indemnification of such expenses is not authorized hereunder. Meetings Meetings of limited partners may be called by USCF and may be called by it upon the written request of limited partners holding at least 20% of the outstanding shares of UGA. USCF shall deposit written notice to all limited partners of the meeting and the purpose of the meeting, which shall be held on a date not less than 30 nor more than 60 days after the date of mailing of such notice, at a reasonable time and place. USCF may also call a meeting upon not less than 20 and not more than 60 days prior notice. Each limited partner appoints USCF and each of its authorized officers as its attorney-in-fact with full power and authority in its name, place and stead to execute, swear to, acknowledge, deliver, file and record all ballots, consents, approval waivers, certificates and other instruments necessary or appropriate, in the sole discretion of USCF, to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the partner of UGA. However, when the LP Agreement establishes a percentage of the limited partners required to take any action, USCF may exercise such power of attorney made only after the necessary vote, consent or approval of the limited partners. Termination Events UGA will dissolve at any time upon the happening of any of the following events: The bankruptcy, dissolution, withdrawal, or removal of USCF, unless a majority in interest of the limited partners within 90 days after such event elects to continue UGA and appoints a successor general partner; or The affirmative vote of a majority in interest of the limited partners, provided that prior to or concurrently with such vote, there shall have been established procedures for the assumption of UGA s obligations arising under any agreement to which UGA is a party and which is still in force immediately prior to such vote regarding termination, and there shall have been an irrevocable appointment of an agent who shall be empowered to give and receive notices, reports and payments under such agreements, and hold and exercise such other powers as are necessary to permit all other parties to such agreements to deal with such agent as if the agent were the sole owner of UGA s interest, which procedures are agreed to in writing by each of the other parties to such agreements. Provisions of Law According to applicable law, indemnification of USCF is payable only if USCF determined, in good faith, that the act, omission or conduct that gave rise to the claim for indemnification was in the best interest of UGA and the act, omission or activity that was the basis for such loss, liability, damage, cost or expense was not the result of negligence or misconduct and such liability or loss was not the result of negligence or misconduct by USCF, and such indemnification or agreement to hold harmless is recoverable only out of the assets of UGA and not from the members, individually. Provisions of Federal and State Securities Laws This offering is made pursuant to federal and applicable state securities laws. The SEC and state securities agencies take the position that indemnification of USCF that arises out of an alleged violation of such laws is prohibited unless certain conditions are met. Those conditions require that no indemnification of USCF or any underwriter for UGA may be made in respect of any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the party seeking indemnification and the court approves the indemnification; (ii) such claim has been dismissed with prejudice on the merits by a court of competent jurisdiction as to the party seeking indemnification; or (iii) a court of competent jurisdiction approves a settlement of the claims against the party seeking indemnification and finds that indemnification of the settlement and related costs should be made, provided that, before seeking such approval, USCF or other indemnitee must apprise the court of the position held by regulatory agencies against such indemnification. These agencies are the SEC and the securities administrator of the State or States in which the plaintiffs claim they were offered or sold membership interests. Provisions of the 1933 Act and NASAA Guidelines Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to USCF or its directors, officers, or persons controlling UGA, UGA has been informed that SEC and the various State administrators believe that such indemnification is against public policy as expressed in the 1933 Act and the North American Securities Administrators Association, Inc. ("NASAA") commodity pool guidelines and is therefore unenforceable. Books and Records UGA keeps its books of record and account at its office located at 1850 Mt. Diablo Boulevard, Suite 640, Walnut Creek, California 94596 or at the offices of the Administrator at its office located at 50 Post Office Square, Boston, MA 02110, or such office, including of an administrative agent, as it may subsequently designate upon notice. These books and records are open to inspection by any person who establishes to UGA s satisfaction that such person is a limited partner upon reasonable advance notice at all reasonable times during the usual business hours of UGA. UGA keeps a copy of UGA s LP Agreement on file in its office which is available for inspection on reasonable advance notice at all reasonable times during its usual business hours by any limited partner. Statements, Filings, and Reports At the end of each fiscal year, UGA will furnish to banks, broker dealers and trust companies ("DTC Participants") for distribution to each person who is a shareholder at the end of the fiscal year an annual report containing UGA s audited financial statements and other information about UGA. USCF is responsible for the registration and qualification of the shares under the federal securities laws and federal commodities laws and any other securities and blue-sky laws of the United States or any other jurisdiction as USCF may select. USCF is responsible for preparing all reports required by the SEC, CFTC and the NYSE Arca, but has entered into an agreement with the Administrator to prepare these reports as required by the SEC, CFTC and the NYSE Arca on UGA s behalf. The financial statements of UGA will be audited, as required by law and as may be directed by USCF, by an independent registered public accounting firm designated from time to time by USCF. The accountants report will be furnished by UGA to shareholders upon request. UGA will make such elections, file such tax returns, and prepare, disseminate and file such tax reports, as it is advised by its counsel or accountants are from time to time required by any applicable statute, rule or regulation. Reports to Limited Partners In addition to periodic reports filed with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, all of which can be accessed on the SEC s website at www.sec.gov or on UGA s website at www.uscfinvestments.com, UGA, pursuant to the LP Agreement, will provide the following reports to limited partners in the manner prescribed below: Annual Reports. Within 90 days after the end of each fiscal year, USCF shall cause to be delivered to each limited partner who was a limited partner at any time during the fiscal year, an annual report containing the following: (i)financial statements of the partnership, including, without limitation, a balance sheet as of the end of the partnership s fiscal year and statements of income, partners equity and changes in financial position, for such fiscal year, which shall be prepared in accordance with accounting principles generally accepted in the United States of America consistently applied and shall be audited by a firm of independent certified public accountants registered with the Public Company Accounting Oversight Board, (ii)a general description of the activities of the partnership during the period covered by the report, and (iii)a report of any material transactions between the partnership and USCF or any of its affiliates, including fees or compensation paid by the partnership and the services performed by USCF or any such affiliate for such fees or compensation. Quarterly Reports. Within 45 days after the end of each quarter of each fiscal year, USCF shall cause to be delivered to each limited partner who was a limited partner at any time during the quarter then ended, a quarterly report containing a balance sheet and statement of income for the period covered by the report, each of which may be unaudited but shall be certified by USCF as fairly presenting the financial position and results of operations of the partnership during the period covered by the report. The report shall also contain a description of any material event regarding the business of the partnership during the period covered by the report. Monthly Reports. Within 30 days after the end of each month, USCF shall cause to be posted on its website and, upon request, to be delivered to each limited partner who was a limited partner at any time during the month then ended, a monthly report containing an account statement, which will include a statement of income (loss) and a statement of changes in NAV, for the prescribed period. In addition, the account statement will disclose any material business dealings between the partnership, USCF, commodity trading advisor (if any), FCM, or the principals thereof that previously have not been disclosed in this prospectus or any amendment thereto, other account statements or annual reports. UGA will provide information to its shareholders to the extent required by applicable SEC, CFTC, and NYSE Arca requirements. An issuer, such as UGA, of exchange-traded securities may not always readily know the identities of the investors who own those securities. UGA will post the same information that would otherwise be provided in UGA s reports to limited partners described above including its monthly account statements, which will include, without limitation, UGA s NAV, on UGA s website www.uscfinvestments.com. Fiscal Year The fiscal year of UGA is the calendar year. USCF may select an alternate fiscal year. Governing Law; Consent to Delaware Jurisdiction The rights of USCF, UGA, DTC (as registered owner of UGA s global certificate for shares) and the shareholders, are governed by the laws of the State of Delaware. USCF, UGA and DTC and, by accepting shares, each DTC Participant and each shareholder, consent to the jurisdiction of the courts of the State of Delaware and any federal courts located in Delaware. Such consent is not required for any person to assert a claim of Delaware jurisdiction over USCF or UGA. Legal Matters Litigation and Claims Within the past 5 years of the date of this prospectus, there have been no material administrative, civil or criminal actions against USCF, UGA, or any principal or affiliate of any of them. This includes any actions pending, on appeal, concluded, threatened, or otherwise known to them. Legal Opinion Eversheds Sutherland (US) LLP is counsel to and advises UGA and USCF with respect to the shares being offered hereby and has passed upon the validity of the shares being issued hereunder. Eversheds Sutherland (US) LLP has also provided UGA with its opinion with respect to federal income tax matters addressed herein. Experts Spicer Jeffries LLP, an independent registered public accounting firm, has audited the statements of financial condition of UGA as of December 31, 2019 and December 31, 2018, including the schedule of investments as of December 31, 2019 and 2018, and the related statements of operations, changes in partners capital and cash flows for the years ended December 31, 2019, 2018 and 2017, that appear in the annual report on Form 10-K that is incorporated by reference. The financial- statements of UGA in the Form 10-K were included herein in reliance upon the report of Spicer Jeffries LLP dated March 20, 2020, given on its authority of such firm as experts in accounting and auditing. U.S. Federal Income Tax Considerations The following discussion summarizes the material U.S. federal income tax consequences of the purchase, ownership and disposition of shares in UGA, and the U.S. federal income tax treatment of UGA, as of the date hereof. This discussion is applicable to a beneficial owner of shares who purchases shares in the offering to which this prospectus relates, including a beneficial owner who purchases shares from an Authorized Participant. Except where noted otherwise, it deals only with shares held as capital assets and does not deal with special situations, such as those of dealers in securities or currencies, financial institutions, tax-exempt entities, insurance companies, persons holding shares as a part of a position in a "straddle" or as part of a "hedging," "conversion" or other integrated transaction for federal income tax purposes, traders in securities or commodities that elect to use a mark-to-market method of accounting, or holders of shares whose "functional currency" is not the U.S. dollar. Furthermore, the discussion below is based upon the provisions of the Code, as amended, and regulations ("Treasury Regulations"), rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified so as to result in U.S. federal income tax consequences different from those discussed below. Persons considering the purchase, ownership or disposition of shares should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction. As used herein, a "U.S. shareholder" of a share means a beneficial owner of a share that is a U.S. person. A "U.S. person," for United States federal income tax purposes, is (i) a citizen or resident of the United States, (ii) a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust (X) that is subject to the supervision of a court within the United States and the control of one or more United States persons as described in section 7701(a)(30) of the Code or (Y) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person. A "non-U.S. shareholder" is a holder that is not a U.S. shareholder and a "non-U.S. person" is an individual or entity that is not a U.S. person. If a partnership holds our shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our shares, you should consult your own tax advisor regarding the tax consequences. UGA has received the opinion of Eversheds Sutherland (US) LLP, counsel to UGA, that the material U.S. federal income tax consequences to UGA and to U.S. shareholders and non-U.S. shareholders will be as described below. In rendering its opinion, Eversheds Sutherland (US) LLP has relied on the facts described in this prospectus as well as certain factual representations made by UGA and USCF. The opinion of Eversheds Sutherland (US) LLP is not binding on the IRS, and as a result, the IRS may not agree with the tax positions taken by UGA. If challenged by the IRS, UGA s tax positions might not be sustained by the courts. No ruling has been requested from the IRS with respect to any matter affecting UGA or prospective investors. EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN TAX ADVISOR AS TO HOW U.S. FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN UGA APPLY TO YOU AND AS TO HOW THE APPLICABLE STATE, LOCAL OR FOREIGN TAXES APPLY TO YOU. Tax Status of UGA UGA is organized and operated as a limited partnership in accordance with the provisions of the LP Agreement and applicable state law. Under the Code, an entity classified as a partnership that is deemed to be a "publicly traded partnership" is generally taxable as a corporation for federal income tax purposes. The Code provides an exception to this general rule for a publicly traded partnership whose gross income for each taxable year of its existence consists of at least 90% "qualifying income" ("qualifying income exception"). For this purpose, section 7704 defines "qualifying income" as including, in pertinent part, interest (other than from a financial business), dividends and gains from the sale or disposition of capital assets held for the production of interest or dividends. In addition, in the case of a partnership a principal activity of which is the buying and selling of commodities (other than as inventory) or of futures, forwards and options with respect to commodities, "qualifying income" includes income and gains from such commodities and futures, forwards and options with respect to commodities. UGA and USCF have represented the following to Eversheds Sutherland (US) LLP: At least 90% of UGA s gross income for each taxable year will be derived from (i) income and gains from commodities (not held as inventory) or futures, forwards, options, swaps and other notional principal contracts with respect to commodities, and (ii) interest income; UGA is organized and operated in accordance with its governing agreements and applicable law; UGA has not elected, and will not elect, to be classified as a corporation for U.S. federal income tax purposes. Based in part on these representations, Eversheds Sutherland (US) LLP is of the opinion that UGA will be classified as a partnership for federal income tax purposes and that it is not taxable as a corporation for such purposes. UGA s taxation as a partnership rather than a corporation will require USCF to conduct UGA s business activities in such a manner that it satisfies the qualifying income exception on a continuing basis. No assurance can be given that UGA s operations for any given year will produce income that satisfies the requirements of the qualifying income exception. Eversheds Sutherland (US) LLP will not review UGA s ongoing compliance with these requirements and will have no obligation to advise UGA or UGA s shareholders in the event of any subsequent change in the facts, representations or applicable law relied upon in reaching its opinion. If UGA failed to satisfy the qualifying income exception in any year, other than a failure that is determined by the IRS to be inadvertent and that is cured within a reasonable time after discovery, UGA would be taxable as a corporation for federal income tax purposes and would pay federal income tax on its income at regular corporate rates. In that event, shareholders would not report their share of UGA s income or loss on their returns. In addition, distributions to shareholders would be treated as dividends to the extent of UGA s current and accumulated earnings and profits. Subject to holding period and other requirements, any such dividend would be a qualifying dividend subject to U.S. federal income tax at the lower maximum tax rates applicable to long-term capital gains. To the extent a distribution exceeded UGA s earnings and profits, the distribution would be treated as a return of capital to the extent of a shareholder s basis in its shares, and thereafter as gain from the sale of shares. Accordingly, if UGA were to be taxable as a corporation, it would likely have a material adverse effect on the economic return from an investment in UGA and on the value of the shares. The remainder of this summary assumes that UGA is classified as a partnership for federal income tax purposes and that it is not taxable as a corporation. U.S. Shareholders Tax Consequences of Ownership of Shares Taxation of UGA s Income. No U.S. federal income tax is paid by UGA on its income. Instead, UGA files annual information returns, and each U.S. shareholder is required to report on its U.S. federal income tax return its allocable share of the income, gain, loss, deduction, and credit of UGA. For example, shareholders must take into account their share of ordinary income realized by UGA from accruals of interest on Treasuries and other investments, and their share of gain from Gasoline Interests. These items must be reported without regard to the amount (if any) of cash or property the shareholder receives as a distribution from UGA during the taxable year. Consequently, a shareholder may be allocated income or gain by UGA but receive no cash distribution with which to pay its tax liability resulting from the allocation, or may receive a distribution that is insufficient to pay such liability. Because USCF currently does not intend to make distributions, it is likely that in any year UGA realizes net income and/or gain that a U.S. shareholder will be required to pay taxes on its allocable share of such income or gain from sources other than UGA distributions. In addition, individuals with income in excess of $200,000 ($250,000 in the case of married individuals filing jointly) and certain estates and trusts are subject to an additional 3.8% tax on their "net investment income," which generally includes net income from interest, dividends, annuities, royalties, and rents, and net capital gains (other than certain amounts earned from trades or businesses). The income subject to the additional 3.8% tax includes any income from businesses involved in the trading of financial instruments or commodities. Allocations of UGA s Profit and Loss. Under Code section 704, the determination of a partner s distributive share of any item of income, gain, loss, deduction or credit is governed by the applicable organizational document unless the allocation provided by such document lacks "substantial economic effect." An allocation that lacks substantial economic effect nonetheless will be respected if it is in accordance with the partners interests in the partnership, determined by taking into account all facts and circumstances relating to the economic arrangements among the partners. Subject to the discussion below, concerning certain conventions to be used by UGA, allocations of UGA income pursuant to the Partnership Agreement should be considered as having substantial economic effect or as being in accordance with a shareholder s interest in UGA. In general, UGA applies a monthly closing-of-the-books convention in determining allocations of economic profit or loss to shareholders. Income, gain, loss and deduction are determined on a monthly "mark-to-market" basis, taking into account our accrued income and deductions and realized and unrealized gains and losses for the month. Items of taxable income, deduction, gain, loss and credit recognized by UGA for federal income tax purposes for any taxable year are allocated among holders in a manner that equitably reflects the allocation of economic profit or loss. Under the monthly allocation convention used by UGA, the investor who holds a share as of the close of business on the last trading day of the previous month will be treated for purposes of making allocations as if it owned the share throughout the current month even if such investor disposes of such share during the current month. For example, an investor who buys a share on April 10 of a year and sells it on May 20 of the same year will be allocated all of the tax items attributable to May (because he is deemed to hold it through the last day of May) but will not be allocated any of the tax items attributable to April. The tax items attributable to that share for April will be allocated to the person who is the actual or deemed holder of the share as of the close of business on the last trading day of March. Under the monthly convention, an investor who purchases and sells a share during the same month, and therefore does not hold (and is not deemed to hold) the share at the close of business on the last trading day of either that month or the previous month, will receive no allocations with respect to that share for any period. Accordingly, investors may receive no allocations with respect to shares that they actually held, or may receive allocations with respect to shares attributable to periods that they did not actually hold the shares. By investing in shares, a U.S. Shareholder agrees that, in the absence of new legislation, regulatory or administrative guidance, or judicial rulings to the contrary, it will file its U.S. income tax returns in a manner that is consistent with the monthly allocation convention as described above and with the IRS Schedule K-1 or any successor form provided to shareholders by UGA. In addition, for any month in which a Creation Basket is issued or a Redemption Basket is redeemed, UGA generally will credit or debit the "book" capital accounts of its existing shareholders with any unrealized gain or loss on UGA s assets. The capital accounts as adjusted in this manner will be used in making tax allocations intended to account for the differences between the tax basis and fair market value of the assets of UGA at the time new shares are issued or outstanding shares are redeemed (so-called "reverse Code section 704(c) allocations"). The intended effect of these adjustments is to equitably allocate among shareholders any unrealized appreciation or depreciation in UGA s assets existing at the time of a contribution or redemption for book and tax purposes. UGA applies certain conventions in determining and allocating items for tax purposes in order to reduce the complexity and costs of administration. USCF believes that application of these conventions is consistent with the intent of the partnership provisions of the Code and the applicable Treasury Regulations, and that the resulting allocations will have substantial economic effect or otherwise should be respected as being in accordance with shareholders interests in UGA for federal income tax purposes. The Code and existing Treasury Regulations do not expressly permit adoption of these conventions although the monthly allocation convention described above is consistent with methods permitted under the applicable Treasury Regulations, as well as the legislative history for the provisions that require allocations to appropriately reflect changes in ownership interests. It is possible that the IRS could successfully challenge UGA s allocations methods on the ground that they do not satisfy the technical requirements off the Code or Treasury Regulations, requiring a shareholder to report a greater or lesser share of items of income, gain, loss, deduction, or credit than if our method were respected. USCF is authorized to revise our allocation method to conform to any method permitted under future Treasury Regulations. The assumptions and conventions used in making tax allocations may cause a shareholder to be allocated more or less income or loss for federal income tax purposes than its proportionate share of the economic income or loss realized by UGA during the period it held its shares. This "mismatch" between taxable and economic income or loss in some cases may be temporary, reversing itself in a later period when the shares are sold, but could be permanent. Section 754 Election. UGA has made the election permitted by section 754 of the Code, which election is irrevocable without the consent of the Service. The effect of this election is that, in connection with secondary market sales, we adjust the purchaser s proportionate share of the tax basis of our assets to fair market value, as reflected in the price paid for the shares, as if the purchaser had directly acquired an interest in our assets. The section 754 election is intended to eliminate disparities between a partner s basis in its partnership interest and its share of the tax bases of the partnership s assets, so that the partner s allocable share of taxable gain or loss on a disposition of an asset will correspond to its share of the appreciation or depreciation in the value of the asset since it acquired its interest. Depending on the price paid for shares and the tax bases of UGA s assets at the time of the purchase, the effect of the section 754 election on a purchaser of shares may be favorable or unfavorable. In order to make the appropriate basis adjustments in a cost-effective manner, UGA will use certain simplifying conventions and assumptions. In particular, all transfers of shares in UGA will be deemed to take place at a price (the "single monthly price") equal to the value of such share at the end of the Business Day during the month in which the transfer takes place on which the value of a share is lowest at close of the market. Adjustments to be made under Sections 734(b) and 743(b) of the Code will be made using the same monthly convention, including by reference to the single monthly price. It is possible the IRS will successfully assert that the conventions and assumptions applied are improper and require different basis adjustments to be made, which could adversely affect some shareholders. Mark to Market of Certain Exchange-Traded Contracts. For federal income tax purposes, UGA generally is required to use a "mark-to-market" method of accounting under which unrealized gains and losses on instruments constituting "section 1256 contracts" are recognized currently. A section 1256 contract is defined as: (1) a futures contract that is traded on or subject to the rules of a national securities exchange which is registered with the SEC, a domestic board of trade designated as a contract market by the CFTC, or any other board of trade or exchange designated by the Secretary of the Treasury, and with respect to which the amount required to be deposited and the amount that may be withdrawn depends on a system of "marking to market"; (2) a forward contract on exchange-traded foreign currencies, where the contracts are traded in the interbank market; (3) a non-equity option traded on or subject to the rules of a qualified board or exchange; (4) a dealer equity option; or (5) a dealer securities futures contract. Under these rules, section 1256 contracts held by UGA at the end of each taxable year, including for example Futures Contracts and options on Futures Contracts traded on a U.S. exchange or board of trade or certain foreign exchanges, are treated as if they were sold by UGA for their fair market value on the last business day of the taxable year. A shareholder s distributive share of UGA s net gain or loss with respect to each section 1256 contract generally is treated as long-term capital gain or loss to the extent of 60 percent thereof, and as short-term capital gain or loss to the extent of 40 percent thereof, without regard to the actual holding period ("60-40 treatment"). Many of UGA s Futures Contracts and some of their other commodity interests will qualify as "section 1256 contracts" under the Code. Gain or loss recognized through disposition, termination or marking-to-market of UGA s section 1256 contracts will be subject to 60-40 treatment and allocated to shareholders in accordance with the monthly allocation convention. Cleared swaps and other commodity swaps will most likely not qualify as section 1256 contracts. If a commodity swap is not treated as a section 1256 contract, any gain or loss on the swap recognized at the time of disposition or termination will be long-term or short-term capital gain or loss depending on the holding period of the swap. Limitations on Deductibility of Losses and Certain Expenses. A number of different provisions of the Code may defer or disallow the deduction of losses or expenses allocated to you by UGA, including but not limited to those described below. A shareholder s deduction of its allocable share of any loss of UGA is limited to the lesser of (1) the tax basis in its shares or (2) in the case of a shareholder that is an individual or a closely held corporation, the amount which the shareholder is considered to have "at risk" with respect to our activities. In general, the amount at risk will be your invested capital plus your share of any recourse debt of UGA for which you are liable. Losses in excess of the lesser of tax basis or the amount at risk must be deferred until years in which UGA generates additional taxable income against which to offset such carryover losses or until additional capital is placed at risk. Noncorporate taxpayers are permitted to deduct capital losses only to the extent of their capital gains for the taxable year plus $3,000 of other income. Unused capital losses can be carried forward and used to offset capital gains in future years. In addition, a noncorporate taxpayer may elect to carry back net losses on section 1256 contracts to each of the three preceding years and use them to offset section 1256 contract gains in those years, subject to certain limitations. Corporate taxpayers generally may deduct capital losses only to the extent of capital gains, subject to special carryback and carryforward rules. For taxable years beginning before January 1, 2026, otherwise deductible expenses incurred by noncorporate taxpayers constituting "miscellaneous itemized deductions," generally including investment-related expenses (other than interest and certain other specified expenses), are not deductible. For taxable years beginning on or after January 1, 2026, such miscellaneous itemized deductions are deductible only to the extent they exceed 2 percent of the taxpayer s adjusted gross income for the year. Although the matter is not free from doubt, we believe management fees we pay to USCF and other expenses we incur will constitute investment-related expenses subject to the miscellaneous itemized deduction limitation, rather than expenses incurred in connection with a trade or business, and will report these expenses consistent with that interpretation. In addition, for taxable years beginning on or after January 1, 2026, the Code imposes additional limitations on the amount of certain itemized deductions allowable to individuals with adjusted gross income in excess of certain amounts by reducing the otherwise allowable portion of such deductions by an amount equal to the lesser of: 3% of the individual s adjusted gross income in excess of certain threshold amounts; or 80% of the amount of certain itemized deductions otherwise allowable for the taxable year. For taxable years beginning before January 1, 2026, noncorporate shareholders are entitled to a deduction (subject to certain limitations) equal to their "combined qualified business income." "Combined qualified business income" for this purpose includes 20% of a noncorporate taxpayer s "qualified publicly traded partnership income." In general, "qualified publicly traded partnership income" includes a noncorporate taxpayer s allocable share of "qualified items" of income, gain, deduction, and loss. A "qualified item" for this purpose is an item of income, gain deduction, or loss that is effectively connected with a U.S. trade or business and includible income for the year. As discussed below, although the matter is not free from doubt, UGA believes that the activities directly conducted by UGA will not result in UGA being engaged in a trade or business within in the United States. See "Non-U.S. Shareholders—Withholding on Allocations and Distributions" below. As a result, we do not anticipate that any of our items of income, gain, deduction, or loss will be reported as "qualified publicly traded partnership income" eligible for the deduction for "combined qualified business income." "Qualified publicly traded partnership income" also includes any gain or loss from the sale of an interest in a partnership to extent attributable to "unrealized receivables" or "inventory" under section 751. (For a discussion of section 751, see "Tax Consequences of Disposition of Shares" below.) A noncorporate taxpayer that recognizes any gain or loss from the sale of an interest in UGA that is attributable to "unrealized receivables" or "inventory" under section 751 should consult with such taxpayer s tax advisor to determine whether any portion of such gain or loss constitutes "qualified publicly traded partnership income" eligible for the deduction for "combined qualified business income.". A taxpayer is generally prohibited from deducting business interest to the extent that it exceeds the sum of (i) business interest income of such taxpayer, (ii) 30% of the adjusted taxable income of such taxpayer, plus (iii) the floor plan financing interest of such taxpayer. In the case of partnerships, this determination is made at the partnership level. To the extent that the business income of the partnership exceeds the amount necessary to absorb all of the partnership s business interest, such excess amount is allocated to the partners as excess business income, which amount may be used against any business interest of the partner (but not any other partnerships). To the extent that the partnership has any disallowed business interest expense, such amount is allocated among the partners, reduces the partners outside basis in their partnership interests by their allocable shares, and is carried forward to future years. Such carry forward may only be used as a deduction to the extent that the partnership has excess business income in the future. In the event that a partner transfers a partnership interest with any excess business interest carry forward amounts, such amounts increase the partner s basis in its partnership interest immediately before the transfer. Although it is not free from doubt, UGA does not anticipate that it will be treated as engaged in a trade or business. As a result, UGA does not anticipate that any portion of its interest expense (if any) will constitute business interest or that shareholders will be allocated any excess business income as a result of holding UGA shares. Noncorporate shareholders generally may deduct "investment interest expense" only to the extent of their "net investment income." Investment interest expense of a shareholder will generally include any interest accrued by UGA and any interest paid or accrued on direct borrowings by a shareholder to purchase or carry its shares, such as interest with respect to a margin account. Net investment income generally includes gross income from property held for investment (including "portfolio income" under the passive loss rules but not, absent an election, long-term capital gains or certain qualifying dividend income) less deductible expenses other than interest directly connected with the production of investment income. To the extent that we allocate losses or expenses to you that must be deferred or disallowed as a result of these or other limitations in the Code, you may be taxed on income in excess of your economic income or distributions (if any) on your shares. As one example, you could be allocated and required to pay tax on your share of interest income accrued by UGA for a particular taxable year, and in the same year be allocated a share of a capital loss that you cannot deduct currently because you have insufficient capital gains against which to offset the loss. As another example, you could be allocated and required to pay tax on your share of interest income and capital gain for a year, but be unable to deduct some or all of your share of management fees and/or margin account interest incurred by you with respect to your shares. Shareholders are urged to consult their own professional tax advisors regarding the effect of limitations under the Code on your ability to deduct your allocable share of UGA s losses and expenses. Tax Basis of Shares A shareholder s tax basis in its shares is important in determining (1) the amount of taxable gain or loss it will realize on the sale or other disposition of its shares, (2) the amount of non-taxable distributions that it may receive from UGA and (3) its ability to utilize its distributive share of any losses of UGA on its tax return. A shareholder s initial tax basis of its shares will equal its cost for the shares plus its share of UGA s liabilities (if any) at the time of purchase. In general, a shareholder s "share" of those liabilities will equal the sum of (i) the entire amount of any otherwise nonrecourse liability of UGA as to which the shareholder or an affiliate is the creditor (a "partner nonrecourse liability") and (ii) a pro rata share of any nonrecourse liabilities of UGA that are not partner nonrecourse liabilities as to any shareholder. A shareholder s tax basis in its shares generally will be (1) increased by (a) its allocable share of UGA s taxable income and gain and (b) any additional contributions by the shareholder to UGA and (2) decreased (but not below zero) by (a) its allocable share of UGA s tax deductions and losses and (b) any distributions by UGA to the shareholder. For this purpose, an increase in a shareholder s share of UGA s liabilities will be treated as a contribution of cash by the shareholder to UGA and a decrease in that share will be treated as a distribution of cash by UGA to the shareholder. Pursuant to certain IRS rulings, a shareholder will be required to maintain a single, "unified" basis in all shares that it owns. As a result, when a shareholder that acquired its shares at different prices sells less than all of its shares, such shareholder will not be entitled to specify particular shares (e.g., those with a higher basis) as having been sold. Rather, it must determine its gain or loss on the sale by using an "equitable apportionment" method to allocate a portion of its unified basis in its shares to the shares sold. Treatment of UGA Distributions. If UGA makes non-liquidating distributions to shareholders, such distributions generally will not be taxable to the shareholders for federal income tax purposes except to the extent that the sum of (i) the amount of cash and (ii) the fair market value of marketable securities distributed exceeds the shareholder s adjusted basis of its interest in UGA immediately before the distribution. Any cash distributions in excess of a shareholder s tax basis generally will be treated as gain from the sale or exchange of shares. Tax Consequences of Disposition of Shares If a shareholder sells its shares, it will recognize gain or loss equal to the difference between the amount realized and its adjusted tax basis for the shares sold. A shareholder s amount realized will be the sum of the cash or the fair market value of other property received plus its share of any UGA debt outstanding. Gain or loss recognized by a shareholder on the sale or exchange of shares held for more than one year will generally be taxable as long-term capital gain or loss; otherwise, such gain or loss will generally be taxable as short-term capital gain or loss. A special election is available under the Treasury Regulations that will allow shareholders to identify and use the actual holding periods for the shares sold for purposes of determining whether the gain or loss recognized on a sale of shares will give rise to long-term or short-term capital gain or loss. It is expected that most shareholders will be eligible to elect, and generally will elect, to identify and use the actual holding period for shares sold. If a shareholder fails to make the election or is not able to identify the holding periods of the shares sold, the shareholder may have a split holding period in the shares sold. Under such circumstances, a shareholder will be required to determine its holding period in the shares sold by first determining the portion of its entire interest in UGA that would give rise to long-term capital gain or loss if its entire interest were sold and the portion that would give rise to short-term capital gain or loss if the entire interest were sold. The shareholder would then treat each share sold as giving rise to long-term capital gain or loss and short-term capital gain or loss in the same proportions as if it had sold its entire interest in UGA. Under Section 751 of the Code, a portion of a shareholder s gain or loss from the sale of shares (regardless of the holding period for such shares), will be separately computed and taxed as ordinary income or loss to the extent attributable to "unrealized receivables" or "inventory" owned by UGA. The term "unrealized receivables" includes, among other things, market discount bonds and short-term debt instruments to the extent such items would give rise to ordinary income if sold by UGA. However, the short-term capital gain on section 1256 contracts resulting from 60-40 treatment, described above, should not be subject to this rule. If some or all of your shares are lent by your broker or other agent to a third party — for example, for use by the third party in covering a short sale — you may be considered as having made a taxable disposition of the loaned shares, in which case — you may recognize taxable gain or loss to the same extent as if you had sold the shares for cash; any of UGA s income, gain, loss or deduction allocable to those shares during the period of the loan will not be reportable by you for tax purposes; and any distributions you receive with respect to the shares will be fully taxable, most likely as ordinary income. Shareholders desiring to avoid these and other possible consequences of a deemed disposition of their shares should consider modifying any applicable brokerage account agreements to prohibit the lending of their shares. Other Tax Matters Information Reporting. We report tax information to the beneficial owners of shares. The IRS has ruled that assignees of partnership interests who have not been admitted to a partnership as partners but who have the capacity to exercise substantial dominion and control over the assigned partnership interests will be considered beneficial owners for federal income tax purposes. On the basis of such ruling, except as otherwise provided herein, we treat the following persons as partners for federal income tax purposes: (1) assignees of shares who are pending admission as limited partners, and (2) shareholders whose shares are held in street name or by another nominee and who have the right to direct the nominee in the exercise of all substantive rights attendant to the ownership of their shares. UGA will furnish shareholders each year with tax information on IRS Schedule K-1 (Form 1065), which will be used by the shareholders in completing their tax returns. Persons who hold an interest in UGA as a nominee for another person are required to furnish to us the following information: (1) the name, address and taxpayer identification number of the beneficial owner and the nominee; (2) whether the beneficial owner is (a) a person that is not a U.S. person, (b) a foreign government, an international organization or any wholly-owned agency or instrumentality of either of the foregoing, or (c) a tax-exempt entity; (3) the number and a description of shares acquired or transferred for the beneficial owner; and (4) certain information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales. Brokers and financial institutions are required to furnish additional information, including whether they are U.S. persons and certain information on shares they acquire, hold or transfer for their own account. The nominee is required to supply the beneficial owner of the shares with the information furnished to us. Penalties may apply for failure to report required information. Additional 3.8% Tax on Net Investment Income. Individuals with income in excess of $200,000 ($250,000 in the case of married individuals filing jointly) and certain estates and trusts are subject to an additional 3.8% tax on their "net investment income," which generally includes net income from interest, dividends, annuities, royalties, and rents, and net capital gains (other than certain amounts earned from trades or businesses). The income subject to the additional 3.8% tax includes any income from businesses involved in the trading of financial instruments or commodities. Partnership Audit Procedures. The IRS may audit the federal income tax returns filed by UGA. Partnerships are generally treated as separate entities for purposes of federal tax audits, judicial review of administrative adjustments by the IRS, and tax settlement proceedings. The tax treatment of partnership items of income, gain, loss and deduction are determined at the partnership level in a unified partnership proceeding rather than in separate proceedings with the shareholders. UGA may be liable for U.S. federal income tax on any "imputed understatement" of tax resulting from an adjustment as a result of an IRS audit. The amount of the imputed understatement generally includes increases in allocations of items of income or gains to any investor and decreases in allocations of items of deduction, loss, or credit to any investor without any offset for any corresponding reductions in allocations of items of income or gain to any investor or increases in allocations of items of deduction, loss, or credit to any investor. If UGA is required to pay any U.S. federal income taxes on any imputed understatement, the resulting tax liability would reduce the net assets of UGA and would likely have an adverse impact on the value of the shares. Under certain circumstances, UGA may be eligible to make an election to cause the investors to take into account the amount of any imputed understatement, including any interest and penalties. The ability of a publicly traded partnership such as UGA to make this election is uncertain. If the election is made, UGA would be required to provide investors who owned beneficial interests in the shares in the year to which the adjusted allocations relate with a statement setting forth their proportionate shares of the adjustment ("Adjusted K-1s"). The investors would be required to take the adjustment into account in the taxable year in which the Adjusted K-1s are issued. The Code generally requires UGA to designate one person as the "partnership representative" who has sole authority to conduct an audit with the IRS, challenge any adjustment in a court of law, and settle any audit or other proceeding. The LP Agreement appoints USCF as the partnership representative of UGA. Tax Shelter Disclosure Rules. In certain circumstances the Code and Treasury Regulations require that the IRS be notified of taxable transactions through a disclosure statement attached to a taxpayer s United States federal income tax return. These disclosure rules may apply to transactions irrespective of whether they are structured to achieve particular tax benefits. They could require disclosure by UGA or shareholders if a shareholder incurs a loss in excess a specified threshold from a sale or redemption of its shares or possibly in other circumstances. While these rules generally do not require disclosure of a loss recognized on the disposition of an asset in which the taxpayer has a "qualifying basis" (generally a basis equal to the amount of cash paid by the taxpayer for such asset), they apply to a loss recognized with respect to interests in a pass-through entity, such as the shares, even if the taxpayer s basis in such interests is equal to the amount of cash it paid. In addition, under recently enacted legislation, significant penalties may be imposed in connection with a failure to comply with these reporting requirements. Investors should consult their own tax advisors concerning the application of these reporting requirements to their specific situation. Tax-Exempt Organizations. Subject to numerous exceptions, qualified retirement plans and individual retirement accounts, charitable organizations and certain other organizations that otherwise are exempt from federal income tax (collectively "exempt organizations") nonetheless are subject to the tax on unrelated business taxable income ("UBTI"). Generally, UBTI means the gross income derived by an exempt organization from a trade or business that it regularly carries on, the conduct of which is not substantially related to the exercise or performance of its exempt purpose or function, less allowable deductions directly connected with that trade or business. If UGA were to regularly carry on (directly or indirectly) a trade or business that is unrelated with respect to an exempt organization shareholder, then in computing its UBTI, the shareholder must include its share of (1) UGA s gross income from the unrelated trade or business, whether or not distributed, and (2) UGA s allowable deductions directly connected with that gross income. UBTI generally does not include dividends, interest, or payments with respect to securities loans and gains from the sale of property (other than property held for sale to customers in the ordinary course of a trade or business). Nonetheless, income on, and gain from the disposition of, "debt-financed property" is UBTI. Debt-financed property generally is income-producing property (including securities), the use of which is not substantially related to the exempt organization s tax-exempt purposes, and with respect to which there is "acquisition indebtedness" at any time during the taxable year (or, if the property was disposed of during the taxable year, the 12-month period ending with the disposition). Acquisition indebtedness includes debt incurred to acquire property, debt incurred before the acquisition of property if the debt would not have been incurred but for the acquisition, and debt incurred subsequent to the acquisition of property if the debt would not have been incurred but for the acquisition and at the time of acquisition the incurrence of debt was foreseeable. The portion of the income from debt-financed property attributable to acquisition indebtedness is equal to the ratio of the average outstanding principal amount of acquisition indebtedness over the average adjusted basis of the property for the year. UGA currently does not anticipate that it will borrow money to acquire investments; however, UGA cannot be certain that it will not borrow for such purpose in the future. In addition, an exempt organization shareholder that incurs acquisition indebtedness to purchase its shares in UGA may have UBTI. The federal tax rate applicable to an exempt organization shareholder on its UBTI generally will be either the corporate or trust tax rate, depending upon the shareholder s form of organization. UGA may report to each such shareholder information as to the portion, if any, of the shareholder s income and gains from UGA for any year that will be treated as UBTI; the calculation of that amount is complex, and there can be no assurance that UGA s calculation of UBTI will be accepted by the Service. An exempt organization shareholder will be required to make payments of estimated federal income tax with respect to its UBTI. Regulated Investment Companies. Interests in and income from "qualified publicly traded partnerships" satisfying certain gross income tests are treated as qualifying assets and income, respectively, for purposes of determining eligibility for regulated investment company ("RIC") status. A RIC may invest up to 25% of its assets in interests in a qualified publicly traded partnership. The determination of whether a publicly traded partnership such as UGA is a qualified publicly traded partnership is made on an annual basis. UGA expects to be a qualified publicly traded partnership in each of its taxable years. However, such qualification is not assured. Non-U.S. Shareholders Generally, non-U.S. persons who derive U.S. source income or gain from investing or engaging in a U.S. business are taxable on two categories of income. The first category consists of amounts that are fixed, determinable, annual and periodic income, such as interest, dividends and rent that are not connected with the operation of a U.S. trade or business ("FDAP"). The second category is income that is effectively connected with the conduct of a U.S. trade or business ("ECI"). FDAP income (other than interest that is considered "portfolio interest") is generally subject to a 30 percent withholding tax, which may be reduced for certain categories of income by a treaty between the U.S. and the recipient s country of residence. In contrast, ECI is generally subject to U.S. tax on a net basis at graduated rates upon the filing of a U.S. tax return. Where a non-U.S. person has ECI as a result of an investment in a partnership, the ECI is subject to a withholding tax at a rate of 37% (39.6% for taxable years beginning after December 31, 2025) individual shareholders and a rate of 21% for corporate shareholders. Withholding on Allocations and Distributions. The Code provides that a non-U.S. person who is a partner in a partnership that is engaged in a U.S. trade or business during a taxable year will also be considered to be engaged in a U.S. trade or business during that year. Classifying an activity by a partnership as an investment or an operating business is a factual determination. Under certain safe harbors in the Code, an investment fund whose activities consist of trading in stocks, securities, or commodities for its own account generally will not be considered to be engaged in a U.S. trade or business unless it is a dealer is such stocks, securities, or commodities. This safe harbor applies to investments in commodities only if the commodities are of a kind customarily dealt in on an organized commodity exchange and if the transaction is of a kind customarily consummated at such place. Although the matter is not free from doubt, UGA believes that the activities directly conducted by UGA will not result in UGA being engaged in a trade or business within in the United States. However, there can be no assurance that the IRS would not successfully assert that UGA s activities constitute a U.S. trade or business. In the event that UGA s activities were considered to constitute a U.S. trade or business, UGA would be required to withhold at the highest rate specified in Code section 1 (currently 37% (39.6% for taxable years beginning after December 31, 2026)) on allocations of our income to individual non-U.S. Shareholders and the highest rate specified in Code section 11(b) (currently 21%) on allocations of our income to corporate non-U.S. Shareholders, when such income is allocated or distributed. A non-U.S. shareholder with ECI will generally be required to file a U.S. federal income tax return, and the return will provide the non-U.S. shareholder with the mechanism to seek a refund of any withholding in excess of such shareholder s actual U.S. federal income tax liability. Any amount withheld by UGA on behalf of a non-U.S. shareholder will be treated as a distribution to the non-U.S. shareholder to the extent possible. In some cases, UGA may not be able to match the economic cost of satisfying its withholding obligations to a particular non-U.S. shareholder, which may result in such cost being borne by UGA, generally, and accordingly, by all shareholders. If UGA is not treated as engaged in a U.S. trade or business, a non-U.S. shareholder may nevertheless be treated as having FDAP income, which would be subject to a 30 percent withholding tax (possibly subject to reduction by treaty), with respect to some or all of its distributions from UGA or its allocable share of UGA income. Amounts withheld on behalf of a non-U.S. shareholder will be treated as being distributed to such shareholder. To the extent any interest income allocated to a non-U.S. shareholder that otherwise constitutes FDAP is considered "portfolio interest," neither the allocation of such interest income to the non-U.S. shareholder nor a subsequent distribution of such interest income to the non-U.S. shareholder will be subject to withholding, provided that the non-U.S. shareholder is not otherwise engaged in a trade or business in the U.S. and provides UGA with a timely and properly completed and executed IRS Form W-8BEN or other applicable form. In general, "portfolio interest" is interest paid on debt obligations issued in registered form, unless the "recipient" owns 10 percent or more of the voting power of the issuer. Most of UGA s interest income qualifies as "portfolio interest." In order for UGA to avoid withholding on any interest income allocable to non-U.S. shareholders that would qualify as "portfolio interest," it will be necessary for all non-U.S. shareholders to provide UGA with a timely and properly completed and executed Form W-8BEN or W-8BEN-E(or other applicable form). If a non-U.S. shareholder fails to provide a properly completed Form W-8BEN or W-8BEN-E, or other applicable form USCF may request that the non-U.S. shareholder provide, within 15 days after the request by USCF, a properly completed Form W-8BEN, W-8BEN-E, or other applicable form. If a non-U.S. shareholder fails to comply with this request, the shares owned by such non-U.S. shareholder will be subject to redemption. Gain from Sale of Shares. Gain from the sale or exchange of the shares may be taxable to a non-U.S. shareholder if the non-U.S. shareholder is a nonresident alien individual who is present in the U.S. for 183 days or more during the taxable year. In such case, the nonresident alien individual will be subject to a 30 percent withholding tax on the amount of such individual s gain. In addition, if UGA is treated as being engaged in a U.S. trade or business, a portion of the gain on the sale or exchange will be treated as effectively connected income subject to U.S. federal income tax to the extent that a sale of UGA s assets would give rise to effectively connected income. Although the transferee of a partnership interest is generally required to withhold 10% of the proceeds from the sale of a partnership interest acquired from a non-U.S. partner if any portion of the gain would be treated as effectively connected income, the IRS has issued a notice in which it has indicated that such withholding requirement will not apply to transferees of publicly traded partnership interests until the IRS and Treasury issue regulations implementing such provision. However, this does not relieve a non-U.S. shareholder from U.S. income tax on any gain treated as effectively connected income. Branch Profits Tax on Corporate Non-U.S. Shareholders. In addition to the taxes noted above, any non-U.S. shareholders that are corporations may also be subject to an additional tax, the branch profits tax, at a rate of 30 percent. The branch profits tax is imposed on a non-U.S. corporation s dividend equivalent amount, which generally consists of the corporation s after-tax earnings and profits that are effectively connected with the corporation s U.S. trade or business but are not reinvested in a U.S. business. This tax may be reduced or eliminated by an income tax treaty between the United States and the country in which the non-U.S. shareholder is a "qualified resident." Prospective non-U.S. shareholders should consult their tax advisor with regard to these and other issues unique to non-U.S. shareholders. Backup Withholding UGA may be required to withhold U.S. federal income tax ("backup withholding") from all payments to: (1) any shareholder who fails to furnish UGA with his, her or its correct taxpayer identification number or a certificate that the shareholder is exempt from backup withholding, and (2) any shareholder with respect to whom the IRS notifies UGA that the shareholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. Backup withholding is not an additional tax and may be returned or credited against a taxpayer s regular federal income tax liability if appropriate information is provided to the IRS. Tax Agent The beneficial owners who are of a type, as identified by the nominee through whom their Shares are held, that do not ordinarily have U.S. federal tax return filing requirements, collectively, Certain K-1 shareholders, have designated the General Partner as their tax agent, or the Tax Agent, in dealing with the Partnership. In light of such designation and pursuant to Treasury Regulation section 1.6031(b)-1T(c), as amended from time to time, the Partnership will provide to the Tax Agent Certain K-1 shareholders statements as such term is defined under Treasury Regulation section 1.6031(b)-1T(a)(3), as amended from time to time. Foreign Account Tax Compliance Act Provisions Legislation commonly referred to as the "Foreign Account Tax Compliance Act," or "FATCA," generally imposes a 30% withholding tax on payments of certain types of income to foreign financial institutions ("FFIs") unless such FFIs (i) enter into an agreement with the U.S. Treasury to report certain required information with respect to accounts held by U.S. persons (or held by foreign entities that have U.S. persons as substantial owners) or (ii) reside in a jurisdiction that has entered into an intergovernmental agreement ("IGA") with the United States to collect and share such information and comply with the terms of such IGA and any enabling legislation or regulations. The types of income subject to the tax include U.S.-source interest and dividends. The information required to be reported includes the identity and taxpayer identification number of each account holder that is a U.S. person and transaction activity within the holder s account. In addition, subject to certain exceptions, this legislation also imposes a 30% withholding on payments to foreign entities that are not financial institutions unless the foreign entity certifies that it does not have a greater than 10% U.S. owner or provides the withholding agent with identifying information on each greater than 10% U.S. owner. Depending on the status of a non-U.S. shareholder and the status of the intermediaries through which they hold their shares, Non-U.S. shareholders could be subject to this 30% withholding tax with respect to distributions on their shares and proceeds from the sale of their shares. Under certain circumstances, a non-U.S. shareholder might be eligible for refunds or credits of such taxes. Other Tax Considerations In addition to federal income taxes, shareholders may be subject to other taxes, such as state and local income taxes, unincorporated business taxes, business franchise taxes, and estate, inheritance or intangible taxes that may be imposed by the various jurisdictions in which UGA does business or owns property or where the shareholders reside. Although an analysis of those various taxes is not presented here, each prospective shareholder should consider their potential impact on its investment in UGA. It is each shareholder s responsibility to file the appropriate U.S. federal, state, local, and foreign tax returns. Eversheds Sutherland (US) LLP has not provided an opinion concerning any aspects of state, local or foreign tax or U.S. federal tax other than those U.S. federal income tax issues discussed herein. Certain ERISA Related Considerations General Many employee benefit plans and individual retirement accounts ("IRAs") are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or the Code, or both. This section discusses certain considerations that arise under ERISA and the Code that a fiduciary of: (i) an employee benefit plan as defined in ERISA; (ii) a plan as defined in Section 4975 of the Code; or (iii) any collective investment vehicle, business trust, investment partnership, pooled separate account or other entity the assets of which are treated as comprised (at least in part) of "plan assets" under the ERISA plan asset rules ("plan asset entity"); who has investment discretion should take into account before deciding to invest in the entity s assets in UGA. Employee benefit plans, plans defined under Section 4975 of the Code and plan asset entities are collectively referred to below as "plans", and fiduciaries with investment discretion are referred to below as plan "fiduciaries." This summary is based on the provisions of ERISA, the Code and applicable guidance as of the date hereof. This summary is not intended to be complete, but only to address certain questions under ERISA and the Code. The summary does not include state or local law. Potential plan investors are urged to consult with their own professional advisors concerning the appropriateness of an investment in UGA and the manner in which limited partnership interests should be purchased. USCF does not represent that the limited partnership interests hereby offered are appropriate for plans or any particular plan. Special Investment Considerations Investments by plans governed by ERISA are subject to ERISA s fiduciary requirements, including the requirements of investment prudent and diversification. As a result, each plan fiduciary must consider the facts and circumstances that are relevant to their plan s specific circumstances when evaluating an investment in UGA, including the role that an investment in UGA would play in the plan s overall investment portfolio, taking into account the plan s purpose, the risk and loss of potential return with respect to the investment, the liquidity, the current return of the total portfolio relative to the anticipated cash flow needs of the plan, and the projected return of the portfolio and relative to the plan s investment objectives. Each plan fiduciary, before deciding to invest in UGA, must be satisfied that its investment in the limited partnership interests in UGA is prudent for the plan, that the investments of the plan are properly diversified and that an investment in UGA complies with the terms of the plan. UGA and Plan Assets Regulations issued under ERISA contains rules for determining when an investment by a plan in an equity interest of a limited partnership will result in the underlying assets of the partnership being deemed "plan assets" for purposes of ERISA and Section 4975 of the Code. Those rules provide that assets of a limited partnership will not be deemed to be assets of a plan that purchases an equity interest in the partnership if the equity interest purchased qualifies as a publicly-offered security. If the underlying assets of a limited partnership are considered to be assets of any plan for purposes of ERISA or Section 4975 of the Code, the operations of that partnership would be subject to and, in some cases, limited by, the provisions of ERISA and Section 4975 of the Code. An equity interest will qualify as a publicly offered security if it is: 1.freely transferable (determined based on the relevant facts and circumstances); 2.part of a class of securities that is widely held (meaning that the class of securities is owned by 100 or more investors independent of the issuer and of each other); and 3.either (a) part of a class of securities registered under Section 12(b) or 12(g) of the Exchange Act or (b) sold to the plan as part of a public offering pursuant to an effective registration statement under the 1933 Act and the class of which such security is a part is registered under the Exchange Act within 120 days (or such later time as may be allowed by the SEC) after the end of the fiscal year of the issuer in which the offering of such security occurred. Regulations under ERISA state that the determination of whether a security is "freely transferable" is to be made based on all of the relevant facts and circumstances. In the case of a security that is part of an offering in which the minimum investment is $10,000 or less, the following requirements, alone or in combination, ordinarily will not affect a finding that the security is freely transferable: (1) a requirement that no transfer or assignment of the security or rights relating to the security be made that would violate any federal or state law, (2) a requirement that no transfer or assignment be made without advance written notice given to the entity that issued the security, and (3) any restriction on the substitution of an assignee as a limited partner of a partnership, including a general partner consent requirement, provided that the economic benefits of ownership of the assignor may be transferred or assigned without regard to such restriction or consent (other than compliance with any of the foregoing restrictions). USCF believes that the conditions described above are satisfied with respect to the limited partnership interests. USCF believes that the limited partnership interests therefore constitute publicly-offered securities, and the underlying assets of UGA will not be deemed to "plan assets" of under applicable ERISA regulations. Prohibited Transactions ERISA and the Code generally prohibit certain transactions involving plans and persons who have certain specified relationships to plans. In general, UGA limited partnership interests may not be purchased with the assets of a plan if USCF, the clearing brokers, the trading advisors (if any), or any of their affiliates, agents or employees: exercise any discretionary authority or discretionary control with respect to management of the plan; exercise any authority or control with respect to management or disposition of the assets of the plan; render investment advice for a fee or other compensation, direct or indirect, with respect to any monies or other property of the plan; have any authority or responsibility to render investment advice with respect to any monies or other property of the plan; or have any discretionary authority or discretionary responsibility in the administration of the plan. Also, a prohibited transaction may occur under ERISA or the Code when circumstances indicate that (1) the investment in an equity interest is made or retained for the purpose of avoiding application of the fiduciary standards of ERISA, (2) the investment in an equity interest constitutes an arrangement under which UGA is expected to engage in transactions that would otherwise be prohibited if entered into directly by the plan purchasing the share, (3) the investing plan, by itself, has the authority or influence to cause UGA to engage in such transactions, or (4) a person who is prohibited from transacting with the investing plan may, but only with the aid of certain of its affiliates and the investing plan, cause UGA to engage in such transactions with such person. Special IRA Rules Individual retirement accounts ("IRAs") are not subject to ERISA s fiduciary standards, but are subject to their own rules, including the prohibited transaction rules of Section 4975 of the Code, which generally mirror ERISA s prohibited transaction rules. For example, IRAs are subject to special custody rules and must maintain a qualifying IRA custodial arrangement separate and distinct from UGA and its custodial arrangement. Otherwise, if a separate qualifying custodial arrangement is not maintained, an investment in the limited partnership interests will be treated as a distribution from the IRA. Additionally, IRAs are prohibited from investing in certain commingled investments, and USCF makes no representation regarding whether an investment in limited partnership interests is an inappropriate commingled investment for an IRA. Finally, in applying the prohibited transaction provisions of Section 4975 of the Code, in addition to the rules summarized above, the individual for whose benefit the IRA is maintained is also treated as the creator of the IRA. For example, if the owner or beneficiary of an IRA enters into any transaction, arrangement, or agreement involving the assets of his or her IRA to benefit the IRA owner or beneficiary (or his or her relatives or business affiliates) personally, or with the understanding that such benefit will occur, directly or indirectly, such transaction could give rise to a prohibited transaction that is not exempted by any available exemption. Moreover, in the case of an IRA, the consequences of a non-exempt prohibited transaction are that the IRA s assets will be treated as if they were distributed, causing immediate taxation of the assets (including any early distribution penalty tax applicable under Section 72 of the Code), in addition to any other fines or penalties that may apply. Exempt Plans Governmental plans and church plans are generally not subject to ERISA, and the above-described prohibited transaction provisions described above do not apply to them. These plans are, however, subject to prohibitions against certain related-party transactions under Section 503 of the Code, which operate similar to the prohibited transaction rules described above. In addition, the fiduciary of any governmental or church plan should consider any applicable state or local laws and any restrictions and duties of common law imposed upon the plan. No view is expressed as to whether an investment in UGA (and any continued investment in UGA), or the operation and administration of UGA, is appropriate or permissible for any governmental plan or church plan under Code Section 503, or under any state, county, local or other law relating to that type of plan. Allowing an investment in UGA is not to be construed as a representation by UGA, USCF, any trading advisor, any clearing broker, the Marketing Agent or legal counsel or other advisors to such parties or any other party that this investment meets some or all of the relevant legal requirements with respect to investments by any particular plan or that this investment is appropriate for any such particular plan. The person with investment discretion should consult with the plan s attorney and financial advisors as to the propriety of an investment in UGA in light of the circumstances of the particular plan, current tax law and ERISA. THE FOREGOING SUMMARY OF ERISA CONSIDERATIONS IS BASED UPON ERISA, JUDICIAL DECISIONS, DEPARTMENT OF LABOR REGULATIONS AND RULINGS IN EXISTENCE ON THE DATE HEREOF, ALL OF WHICH ARE SUBJECT TO CHANGE. THE SUMMARY IS GENERAL IN NATURE AND DOES NOT ADDRESS EVERY ERISA ISSUE THAT MAY BE APPLICABLE TO AN INVESTMENT IN USO OR TO A PARTICULAR INVESTOR. Form of Shares Registered Form. Shares are issued in registered form in accordance with the LP Agreement. The Administrator has been appointed registrar and transfer agent for the purpose of transferring shares in certificated form. The Administrator keeps a record of all limited partners and holders of the shares in certificated form in the registry (the "Register"). USCF recognizes transfers of shares in certificated form only if done in accordance with the LP Agreement. The beneficial interests in such shares are held in book-entry form through participants and/or accountholders in DTC. Book-Entry. Individual certificates are not issued for the shares. Instead, shares are represented by one or more global certificates, which are deposited by the Administrator with DTC and registered in the name of Cede & Co., as nominee for DTC. The global certificates evidence all of the shares outstanding at any time. Shareholders are limited to (1) participants in DTC such as banks, brokers, dealers and trust companies ("DTC Participants"), (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant ("Indirect Participants"), and (3) those banks, brokers, dealers, trust companies and others who hold interests in the shares through DTC Participants or Indirect Participants, in each case who satisfy the requirements for transfers of shares. DTC Participants acting on behalf of investors holding shares through such participants accounts in DTC will follow the delivery practice applicable to securities eligible for DTC s Same-Day Funds Settlement System. Shares are credited to DTC Participants securities accounts following confirmation of receipt of payment. DTC. DTC has advised UGA as follows: DTC is a limited purpose trust company organized under the laws of the State of New York and is a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities for DTC Participants and facilitates the clearance and settlement of transactions between DTC Participants through electronic book-entry changes in accounts of DTC Participants. Transfer of Shares Transfers of Shares Only Through DTC. The shares are only transferable through the book-entry system of DTC. Limited partners who are not DTC Participants may transfer their shares through DTC by instructing the DTC Participant holding their shares (or by instructing the Indirect Participant or other entity through which their shares are held) to transfer the shares. Transfers are made in accordance with standard securities industry practice. Transfers of interests in shares with DTC are made in accordance with the usual rules and operating procedures of DTC and the nature of the transfer. DTC has established procedures to facilitate transfers among the participants and/or accountholders of DTC. Because DTC can only act on behalf of DTC Participants, who in turn act on behalf of Indirect Participants, the ability of a person or entity having an interest in a global certificate to pledge such interest to persons or entities that do not participate in DTC, or otherwise take actions in respect of such interest, may be affected by the lack of a definitive security in respect of such interest. DTC has advised us that it will take any action permitted to be taken by a shareholder (including, without limitation, the presentation of a global certificate for exchange) only at the direction of one or more DTC Participants in whose account with DTC interests in global certificates are credited and only in respect of such portion of the aggregate principal amount of the global certificate as to which such DTC Participant or Participants has or have given such direction. Transfer/Application Requirements. All purchasers of UGA s shares, and potentially any purchasers of shares in the future, who wish to become limited partners or other record holders and receive cash distributions, if any, or have certain other rights, must deliver an executed transfer application in which the purchaser or transferee must certify that, among other things, he, she or it agrees to be bound by UGA s LP Agreement and is eligible to purchase UGA s securities. Each purchaser of shares offered by this prospectus must execute a transfer application and certification. The obligation to provide the form of transfer application will be imposed on the seller of shares or, if a purchase of shares is made through an exchange, the form may be obtained directly through UGA. Further, USCF may request each record holder to furnish certain information, including that holder s nationality, citizenship or other related status. A record holder is a shareholder that is, or has applied to be, a limited partner. An investor who is not a U.S. resident may not be eligible to become a record holder or one of UGA s limited partners if that investor s ownership would subject UGA to the risk of cancellation or forfeiture of any of UGA s assets under any federal, state or local law or regulation. If the record holder fails to furnish the information or if USCF determines, on the basis of the information furnished by the holder in response to the request, that such holder is not qualified to become one of UGA s limited partners, USCF may be substituted as a holder for the record holder, who will then be treated as a non-citizen assignee, and UGA will have the right to redeem those securities held by the record holder. A transferee s broker, agent or nominee may complete, execute and deliver a transfer application and certification. UGA may, at its discretion, treat the nominee holder of a share as the absolute owner. In that case, the beneficial holder s rights are limited solely to those that it has against the nominee holder as a result of any agreement between the beneficial owner and the nominee holder. A person purchasing UGA s existing shares, who does not execute a transfer application and certify that the purchaser is eligible to purchase those securities acquires no rights in those securities other than the right to resell those securities. Whether or not a transfer application is received or the consent of USCF obtained, UGA shares are securities and are transferable according to the laws governing transfers of securities. Any transfer of shares will not be recorded by the transfer agent or recognized by USCF unless a completed transfer application is delivered to USCF or the Administrator. When acquiring shares, the transferee of such shares that completes a transfer application will: be an assignee until admitted as a substituted limited partner upon the consent and sole discretion of USCF and the recording of the assignment on the books and records of the partnership; automatically request admission as a substituted limited partner; agree to be bound by the terms and conditions of, and execute, our LP Agreement; represent that such transferee has the capacity and authority to enter into our LP Agreement; grant powers of attorney to USCF and any liquidator of us; and make the consents and waivers contained in our LP Agreement. An assignee will become a limited partner in respect of the transferred shares upon the consent of USCF and the recordation of the name of the assignee on UGA s books and records. Such consent may be withheld in the sole discretion of USCF. If consent of USCF is withheld such transferee shall be an assignee. An assignee shall have an interest in the partnership equivalent to that of a limited partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the partnership. With respect to voting rights attributable to shares that are held by assignees, USCF shall be deemed to be the limited partner with respect thereto and shall, in exercising the voting rights in respect of such shares on any matter, vote such shares at the written direction of the assignee who is the record holder of such shares. If no such written direction is received, such shares will not be voted. An assignee shall have no other rights of a limited partner. Until a share has been transferred on UGA s books, UGA and the transfer agent may treat the record holder of the share as the absolute owner for all purposes, except as otherwise required by law or stock exchange regulations. What is the Plan of Distribution? Buying and Selling Shares Most investors buy and sell shares of UGA in secondary market transactions through brokers. Shares trade on the NYSE Arca under the ticker symbol "UGA." Shares are bought and sold throughout the trading day like other publicly traded securities. When buying or selling shares through a broker, most investors incur customary brokerage commissions and charges. Investors are encouraged to review the terms of their brokerage account for details on applicable charges. Marketing Agent and Authorized Participants The offering of UGA s shares is a best efforts offering. UGA continuously offers Creation Baskets consisting of 50,000 shares through the Marketing Agent, to Authorized Participants. Authorized Participants pay a $350 fee for each order they place to create or redeem one or more Creation Baskets or Redemption Baskets. The Marketing Agent receives, for its services as marketing agent to UGA, a marketing fee of 0.06% on UGA s assets up to the first $3 billion; and 0.04% on UGA s assets in excess of $3 billion; provided, however, that in no event may the aggregate compensation paid to the Marketing Agent and any affiliate of USCF for distribution-related services in connection with this offering exceed ten percent (10%) of the gross proceeds of this offering. The offering of baskets is being made in compliance with Conduct Rule 2310 of FINRA. Accordingly, Authorized Participants will not make any sales to any account over which they have discretionary authority without the prior written approval of a purchaser of shares. The per share price of shares offered in Creation Baskets on any subsequent day will be the total NAV of UGA calculated shortly after the close of the core trading session on the NYSE Arca on that day divided by the number of issued and outstanding shares. An Authorized Participant is not required to sell any specific number or dollar amount of shares. When an Authorized Participant executes an agreement with USCF on behalf of UGA (each such agreement, an "Authorized Participant Agreement"), such Authorized Participant becomes part of the group of parties eligible to purchase baskets from, and put baskets for redemption to, UGA. An Authorized Participant is under no obligation to create or redeem baskets, and an Authorized Participant is under no obligation to offer to the public shares of any baskets it does create. As of February 29, 2020, UGA had the following Authorized Participants: Citadel Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Goldman Sachs & Company, JP Morgan Securities Inc., Merrill Lynch Professional Clearing Corp., Morgan Stanley & Company Inc., Nomura Securities International Inc., RBC Capital Markets LLC, SG Americas Securities LLC, and Virtu Financial BD LLC. Because new shares can be created and issued on an ongoing basis, at any point during the life of UGA, a "distribution", as such term is used in the 1933 Act, will be occurring. Authorized Participants, other broker-dealers and other persons are cautioned that some of their activities may result in their being deemed participants in a distribution in a manner that would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the 1933 Act. In addition, any purchaser who purchases shares with a view towards distribution of such shares may be deemed to be a statutory underwriter. Authorized Participants will comply with the prospectus-delivery requirements in connection with the sale of shares to customers. For example, an Authorized Participant, other broker-dealer firm or its client will be deemed a statutory underwriter if it purchases a Creation Basket from UGA, breaks the Creation Basket down into the constituent shares and sells the shares to its customers; or if it chooses to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary market demand for the shares. Authorized Participants may also engage in secondary market transactions in shares that would not be deemed "underwriting". For example, an Authorized Participant may act in the capacity of a broker or dealer with respect to shares that were previously distributed by other Authorized Participants. A determination of whether a particular market participant is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that would lead to designation as an underwriter and subject them to the prospectus-delivery and liability provisions of the 1933 Act. Dealers who are neither Authorized Participants nor "underwriters" but are nonetheless participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with shares that are part of an "unsold allotment" within the meaning of Section 4(a)(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus-delivery exemption provided by Section 4(a)(3) of the 1933 Act. USCF may qualify the shares in states selected by USCF and intends that sales be made through broker-dealers who are members of FINRA. Investors intending to create or redeem baskets through Authorized Participants in transactions not involving a broker-dealer registered in such investor s state of domicile or residence should consult their legal advisor regarding applicable broker-dealer or securities regulatory requirements under the state securities laws prior to such creation or redemption. While the Authorized Participants may be indemnified by USCF, they will not be entitled to receive a discount or commission from UGA for their purchases of Creation Baskets. Calculating Per Share NAV UGA s per share NAV is calculated by: Taking the current market value of its total assets; Subtracting any liabilities; and Dividing that total by the total number of outstanding shares. The Administrator calculates the per share NAV of UGA once each NYSE Arca trading day. The per share NAV for a normal trading day is released after 4:00 p.m. New York time. Trading during the core trading session on the NYSE Arca typically closes at 4:00 p.m. New York time. The Administrator uses the NYMEX closing price (determined at the earlier of the close of the NYMEX or 2:30 p.m. New York time) for the contracts traded on the NYMEX, but calculates or determines the value of all other UGA investments as of the earlier of the close of the NYSE Arca or 4:00 p.m. New York time, in accordance with the current Administrative Agency Agreement among the Administrator, UGA and USCF. "Other information" customarily used in determining fair value includes information consisting of market data in the relevant market supplied by one or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other market data in the relevant market; or information of the types described above from internal sources if that information is of the same type used by UGA in the regular course of its business for the valuation of similar transactions. The information may include costs of funding, to the extent costs of funding are not and would not be a component of the other information being utilized. Third parties supplying quotations or market data may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors, brokers and other sources of market information. In addition, in order to provide updated information relating to UGA for use by investors and market professionals, the NYSE Arca calculates and disseminates throughout the core trading session on each trading day an updated indicative fund value. The indicative fund value is calculated by using the prior day s closing per share NAV of UGA as a base and updating that value throughout the trading day to reflect changes in the most recently reported trade price for the active Benchmark Futures Contract on the NYMEX. The prices reported for the active Benchmark Futures Contract month are adjusted based on the prior day s spread differential between settlement values for that contract and the spot month contract. In the event that the spot month contract is also the Benchmark Futures Contract, the last sale price for the Benchmark Futures Contract is not adjusted. The indicative fund value share basis disseminated during NYSE Arca core trading session hours should not be viewed as an actual real time update of the per share NAV, because the per share NAV is calculated only once at the end of each trading day, based upon the relevant end of day values of UGA s investments. The indicative fund value is disseminated on a per share basis every 15 seconds during regular NYSE Arca core trading session hours of 9:30 a.m. New York time to 4:00 p.m. New York time. The normal trading hours of the NYMEX are 9:00 a.m. New York time to 2:30 p.m. New York time. This means that there is a gap in time at the beginning and the end of each day during which UGA s shares are traded on the NYSE Arca, but real-time NYMEX trading prices for futures contracts traded on the NYMEX are not available. During such gaps in time the indicative fund value will be calculated based on the end of day price of such Gasoline Futures Contracts from NYMEX s immediately preceding trading session. In addition, Other Futures Contracts, Other Gasoline-Related Investments and Treasuries held by UGA will be valued by the Administrator, using rates and points received from client-approved third-party vendors (such as Reuters and WM Company) and advisor quotes. These investments will not be included in the indicative fund value. The NYSE Arca disseminates the indicative fund value through the facilities of CTA/CQ High Speed Lines. In addition, the indicative fund value is published on the NYSE Arca s website and is available through on-line information services such as Bloomberg and Reuters. Dissemination of the indicative fund value provides additional information that is not otherwise available to the public and is useful to investors and market professionals in connection with the trading of UGA shares on the NYSE Arca. Investors and market professionals are able throughout the trading day to compare the market price of UGA and the indicative fund value. If the market price of UGA shares diverges significantly from the indicative fund value, market professionals will have an incentive to execute arbitrage trades. For example, if UGA appears to be trading at a discount compared to the indicative fund value, a market professional could buy UGA shares on the NYSE Arca and sell short gasoline futures contracts. Such arbitrage trades can tighten the tracking between the market price of UGA and the indicative fund value and thus can be beneficial to all market participants. UGA reserves the right to adjust the share price of UGA in the future to maintain convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock splits. Such splits would decrease (in the case of a split) or increase (in the case of a reverse split) the proportionate NAV per share, but would have no effect on the net assets of UGA or the proportionate voting rights of shareholders or limited partners. Creation and Redemption of Shares UGA creates and redeems shares from time to time, but only in one or more Creation Baskets or Redemption Baskets. The creation and redemption of baskets are only made in exchange for delivery to UGA or the distribution by UGA of the amount of Treasuries and any cash represented by the baskets being created or redeemed, the amount of which is based on the combined NAV of the number of shares included in the baskets being created or redeemed determined after 4:00 p.m. New York time on the day the order to create or redeem baskets is properly received. Authorized Participants are the only persons that may place orders to create and redeem baskets. Authorized Participants must be (1) registered broker-dealers or other securities market participants, such as banks and other financial institutions, that are not required to register as broker-dealers to engage in securities transactions as described below, and (2) DTC Participants. To become an Authorized Participant, a person must enter into an Authorized Participant Agreement. The Authorized Participant Agreement provides the procedures for the creation and redemption of baskets and for the delivery of the Treasuries and any cash required for such creations and redemptions. The Authorized Participant Agreement and the related procedures attached thereto may be amended by USCF, without the consent of any shareholder or Authorized Participant. Authorized Participants pay $350 to UGA for each order they place to create one or more Creation Baskets or to redeem one or more Redemption Baskets. The transaction fee may be reduced, increased or otherwise changed by USCF. Authorized Participants who make deposits with UGA in exchange for baskets receive no fees, commissions or other form of compensation or inducement of any kind from either UGA or USCF, and no such person will have any obligation or responsibility to UGA or USCF to effect any sale or resale of shares. Certain Authorized Participants are expected to be capable of participating directly in the physical gasoline market and the gasoline futures market. In some cases, an Authorized Participant or its affiliates may from time to time acquire gasoline or sell gasoline and may profit in these instances. USCF believes that the size and operation of the gasoline market make it unlikely that an Authorized Participant s direct activities in the gasoline or securities markets will significantly affect the price of gasoline, Gasoline Interests, or the price of the shares. Each Authorized Participant is required to be registered as a broker-dealer under the Exchange Act and is a member in good standing with FINRA, or exempt from being or otherwise not required to be licensed as a broker-dealer or a member of FINRA, and qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Certain Authorized Participants may also be regulated under federal and state banking laws and regulations. Each Authorized Participant has its own set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory regime. Under the Authorized Participant Agreement, USCF, and UGA under limited circumstances have agreed to indemnify the Authorized Participants against certain liabilities, including liabilities under the 1933 Act, and to contribute to the payments the Authorized Participants may be required to make in respect of those liabilities. The following description of the procedures for the creation and redemption of baskets is only a summary and an investor should refer to the relevant provisions of the LP Agreement and the form of Authorized Participant Agreement for more detail, each of which is incorporated by reference into this prospectus. Creation Procedures On any business day, an Authorized Participant may place an order with the Marketing Agent to create one or more baskets. For purposes of processing purchase and redemption orders, a "business day" means any day other than a day when any of the NYSE Arca, the NYMEX or the NYSE is closed for regular trading. Purchase orders must be placed by 12:00 p.m. New York time or the close of regular trading on the NYSE Arca, whichever is earlier. The day on which the Marketing Agent receives a valid purchase order is referred to as the purchase order date. By placing a purchase order, an Authorized Participant agrees to deposit Treasuries, cash, or a combination of Treasuries and cash, as described below. Prior to the delivery of baskets for a purchase order, the Authorized Participant must also have wired to the Custodian the nonrefundable transaction fee due for the purchase order. Authorized Participants may not withdraw a creation request, except as otherwise set forth in the procedures in the Authorized Participant Agreement. The manner by which creations are made is dictated by the terms of the Authorized Participant Agreement. By placing a purchase order, an Authorized Participant agrees to (1) deposit Treasuries, cash, or a combination of Treasuries and cash with the Custodian, and (2) if required by USCF in its sole discretion, enter into or arrange for a block trade, an exchange for physical or exchange for swap, or any other OTC energy transaction (through itself or a designated acceptable broker) with UGA for the purchase of a number and type of futures contracts at the closing settlement price for such contracts on the purchase order date. If an Authorized Participant fails to consummate (1) and (2), the order shall be cancelled. The number and types of contracts specified shall be determined by USCF, in its sole discretion, to meet UGA s investment objective and shall be purchased as a result of the Authorized Participant s purchase of shares. Determination of Required Deposits The total deposit required to create each Creation Basket ("Creation Basket Deposit") is the amount of Treasuries and/or cash that is in the same proportion to the total assets of UGA (net of estimated accrued but unpaid fees, expenses and other liabilities) on the purchase order date as the number of shares to be created under the purchase order is in proportion to the total number of shares outstanding on the purchase order date. USCF determines, directly in its sole discretion or in consultation with the Administrator, the requirements for Treasuries and the amount of cash, including the maximum permitted remaining maturity of a Treasury and proportions of Treasury and cash that may be included in deposits to create baskets. The Marketing Agent will publish such requirements at the beginning of each business day. The amount of cash deposit required is the difference between the aggregate market value of the Treasuries required to be included in a Creation Basket Deposit as of 4:00 p.m. New York time on the date the order to purchase is properly received and the total required deposit. Delivery of Required Deposits An Authorized Participant who places a purchase order is responsible for transferring to UGA s account with the Custodian the required amount of Treasuries and/or cash by the end of the second business day following the purchase order date. Upon receipt of the deposit amount, the Administrator directs DTC to credit the number of baskets ordered to the Authorized Participant s DTC account on the second business day following the purchase order date. The expense and risk of delivery and ownership of Treasuries until such Treasuries have been received by the Custodian on behalf of UGA shall be borne solely by the Authorized Participant. Because orders to purchase baskets must be placed by 12:00 p.m., New York time, but the total payment required to create a basket during the continuous offering period will not be determined until after 4:00 p.m., New York time, on the date the purchase order is received, Authorized Participants will not know the total amount of the payment required to create a basket at the time they submit an irrevocable purchase order for the basket. UGA s NAV and the total amount of the payment required to create a basket could rise or fall substantially between the time an irrevocable purchase order is submitted and the time the amount of the purchase price in respect thereof is determined. Rejection of Purchase Orders USCF acting by itself or through the Marketing Agent shall have the absolute right but no obligation to reject a purchase order or a Creation Basket Deposit if: it determines that the investment alternative available to UGA at that time will not enable it to meet its investment objective; it determines that the purchase order or the Creation Basket Deposit is not in proper form; it believes that the purchase order or the Creation Basket Deposit would have adverse tax consequences to UGA, the limited partners or its shareholders; the acceptance or receipt of the Creation Basket Deposit would, in the opinion of counsel to USCF, be unlawful; or circumstances outside the control of USCF, Marketing Agent or Custodian make it, for all practical purposes, not feasible to process creations of baskets. None of USCF, the Marketing Agent or the Custodian will be liable for the rejection of any purchase order or Creation Basket Deposit. Redemption Procedures The procedures by which an Authorized Participant can redeem one or more baskets mirror the procedures for the creation of baskets. On any business day, an Authorized Participant may place an order with the Marketing Agent to redeem one or more baskets. Redemption orders must be placed by 12:00 p.m. New York time or the close of regular trading on the NYSE Arca, whichever is earlier. A redemption order so received will be effective on the date it is received in satisfactory form by the Marketing Agent ("Redemption Order Date"). The redemption procedures allow Authorized Participants to redeem baskets and do not entitle an individual shareholder to redeem any shares in an amount less than a Redemption Basket, or to redeem baskets other than through an Authorized Participant. By placing a redemption order, an Authorized Participant agrees to deliver the baskets to be redeemed through DTC s book-entry system to UGA, as described below. Prior to the delivery of the redemption distribution for a redemption order, the Authorized Participant must also have wired to UGA s account at the Custodian the non-refundable transaction fee due for the redemption order. An Authorized Participant may not withdraw a redemption order, except as otherwise set for in the procedures in the Authorized Participant Agreement. The manner by which redemptions are made is dictated by the terms of the Authorized Participant Agreement. By placing a redemption order, an Authorized Participant agrees to (1) deliver the Redemption Basket to be redeemed through DTC s book-entry system to UGA s account with the Custodian not later than 3:00 p.m. New York time on the second business day following the effective date of the redemption order ("Redemption Distribution Date"), and (2) if required by USCF in its sole discretion, enter into or arrange for a block trade, an exchange for physical or exchange for swap, or any other OTC energy transaction (through itself or a designated acceptable broker) with the fund for the sale of a number and type of futures contracts at the closing settlement price for such contracts on the Redemption Order Date. If an Authorized Participant fails to consummate (1) and (2) above, the order shall be cancelled. The number and type of contracts specified shall be determined by USCF, in its sole discretion, to meet UGA s investment objective and shall be sold as a result of the Authorized Participant s sale of shares. Determination of Redemption Distribution The redemption distribution from UGA consists of a transfer to the redeeming Authorized Participant of an amount of Treasuries and/or cash that is in the same proportion to the total assets of UGA (net of estimated accrued but unpaid fees, expenses and other liabilities) on the date the order to redeem is properly received as the number of shares to be redeemed under the redemption order is in proportion to the total number of shares outstanding on the date the order is received. USCF, directly or in consultation with the Administrator, determines the requirements for Treasuries and the amounts of cash, including the maximum permitted remaining maturity of a Treasury, and the proportions of Treasuries and/or cash that may be included in distributions to redeem baskets. The Marketing Agent will publish an estimate of the redemption distribution per basket as of the beginning of each business day. Delivery of Redemption Distribution The redemption distribution due from UGA will be delivered to the Authorized Participant by 3:00 p.m. New York time on the second business day following the redemption order date if, by 3:00 p.m. New York time on such second business day, UGA s DTC account has been credited with the baskets to be redeemed. If UGA s DTC account has not been credited with all of the baskets to be redeemed by such time, the redemption distribution will be delivered to the extent of whole baskets received. Any remainder of the redemption distribution will be delivered on the next business day to the extent of remaining whole baskets received if UGA receives the fee applicable to the extension of the redemption distribution date which USCF may, from time to time, determine and the remaining baskets to be redeemed are credited to UGA s DTC account by 3:00 p.m. New York time on such next business day. Any further outstanding amount of the redemption order shall be cancelled. Pursuant to information from USCF, the Custodian will also be authorized to deliver the redemption distribution notwithstanding that the baskets to be redeemed are not credited to UGA s DTC account by 3:00 p.m. New York time on the second business day following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the baskets through DTC s book entry-system on such terms as USCF may from time to time determine. Suspension or Rejection of Redemption Orders USCF may, in its discretion, suspend the right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE Arca or the NYMEX is closed other than customary weekend or holiday closings, or trading on the NYSE Arca or the NYMEX is suspended or restricted, (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of Treasuries is not reasonably practicable, or (3) for such other period as USCF determines to be necessary for the protection of the limited partners or shareholders. For example, USCF may determine that it is necessary to suspend redemptions to allow for the orderly liquidation of UGA s assets at an appropriate value to fund a redemption. If USCF has difficulty liquidating its positions, e.g., because of a market disruption event in the futures markets, a suspension of trading by the exchange where the futures contracts are listed or an unanticipated delay in the liquidation of a position in an OTC contract, it may be appropriate to suspend redemptions until such time as such circumstances are rectified. None of USCF, the Marketing Agent, the Administrator, or the Custodian will be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. Redemption orders must be made in whole baskets. USCF will reject a redemption order if the order is not in proper form as described in the Authorized Participant Agreement or if the fulfillment of the order, in the opinion of its counsel, might be unlawful. USCF may also reject a redemption order if the number of shares being redeemed would reduce the remaining outstanding shares to 100,000 shares (i.e., two baskets) or less. Creation and Redemption Transaction Fee To compensate UGA for its expenses in connection with the creation and redemption of baskets, an Authorized Participant is required to pay a transaction fee to UGA of $350. An order may include multiple baskets. The transaction fee may be reduced, increased or otherwise changed by USCF. USCF shall notify DTC of any change in the transaction fee and will not implement any increase in the fee for the redemption of baskets until thirty (30) days after the date of the notice. Tax Responsibility Authorized Participants are responsible for any transfer tax, sales or use tax, stamp tax, recording tax, value added tax or similar tax or governmental charge applicable to the creation or redemption of baskets, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant, and agree to indemnify USCF and UGA if they are required by law to pay any such tax, together with any applicable penalties, additions to tax or interest thereon. Secondary Market Transactions As noted, UGA creates and redeems shares from time to time, but only in one or more Creation Baskets or Redemption Baskets. The creation and redemption of baskets are only made in exchange for delivery to UGA or the distribution by UGA of the amount of Treasuries and cash represented by the baskets being created or redeemed, the amount of which will be based on the aggregate NAV of the number of shares included in the baskets being created or redeemed determined on the day the order to create or redeem baskets is properly received. As discussed above, Authorized Participants are the only persons that may place orders to create and redeem baskets. Authorized Participants must be registered broker-dealers or other securities market participants, such as banks and other financial institutions that are not required to register as broker-dealers to engage in securities transactions. An Authorized Participant is under no obligation to create or redeem baskets, and an Authorized Participant is under no obligation to offer to the public shares of any baskets it does create. Authorized Participants that do offer to the public shares from the baskets they create will do so at per-share offering prices that are expected to reflect, among other factors, the trading price of the shares on the NYSE Arca, the NAV of UGA at the time the Authorized Participant purchased the Creation Baskets and the NAV of the shares at the time of the offer of the shares to the public, the supply of and demand for shares at the time of sale, and the liquidity of the Futures Contract market and the market for Other Gasoline-Related Investments. The prices of shares offered by Authorized Participants are expected to fall between UGA s NAV and the trading price of the shares on the NYSE Arca at the time of sale. Shares initially comprising the same basket but offered by Authorized Participants to the public at different times may have different offering prices. An order for one or more baskets may be placed by an Authorized Participant on behalf of multiple clients. Authorized Participants who make deposits with UGA in exchange for baskets receive no fees, commissions or other forms of compensation or inducement of any kind from either UGA or USCF, and no such person has any obligation or responsibility to USCF or UGA to effect any sale or resale of shares. Shares trade in the secondary market on the NYSE Arca. Shares may trade in the secondary market at prices that are lower or higher relative to their NAV per share. The amount of the discount or premium in the trading price relative to the NAV per share may be influenced by various factors, including the number of investors who seek to purchase or sell shares in the secondary market and the liquidity of the Futures Contracts market and the market for Other Gasoline-Related Investments. While the shares trade during the core trading session on the NYSE Arca until 4:00 p.m. New York time, liquidity in the market for Gasoline Interests may be reduced after the close of the NYMEX at 2:30 p.m. New York time. As a result, during this time, trading spreads, and the resulting premium or discount, on the shares may widen. Use of Proceeds USCF causes UGA to transfer the proceeds from the sale of Creation Baskets to the Custodian or other custodian for trading activities. USCF will invest UGA s assets in Gasoline Interests and investments in Treasuries, cash and/or cash equivalents. When UGA purchases a Futures Contract and certain exchange-traded Other Gasoline-Related Investments, UGA is required to deposit typically 5% to 30% with the selling FCM on behalf of the exchange a portion of the value of the contract or other interest as security to ensure payment for the obligation under Gasoline Interests at maturity. This deposit is known as initial margin. Counterparties in transactions in OTC contracts will generally impose similar collateral requirements on UGA. USCF will invest the assets that remain after margin and collateral are posted in Treasuries, cash and/or cash equivalents subject to these margin and collateral requirements. USCF has sole authority to determine the percentage of assets that are: held on deposit with the FCM or other custodian, used for other investments, and held in bank accounts to pay current obligations and as reserves. Approximately 5% to 30% of UGA s assets are normally committed as margin for commodity futures contracts. However, from time to time, the percentage of assets committed as margin may be substantially more, or less, than such range. Ongoing margin and collateral payments will generally be required for both exchange-traded and OTC contracts based on changes in the value of the Gasoline Interests. Furthermore, ongoing collateral requirements with respect to OTC contracts are negotiated by the parties, and may be affected by overall market volatility, volatility of the underlying commodity or index, the ability of the counterparty to hedge its exposure under the Gasoline Interests, and each party s creditworthiness. In light of the differing requirements for initial payments under exchange-traded and OTC contracts and the fluctuating nature of ongoing margin and collateral payments, it is not possible to estimate what portion of UGA s assets will be posted as margin or collateral at any given time. The Treasuries, cash and/or cash equivalents held by UGA will constitute reserves that will be available to meet ongoing margin and collateral requirements. All interest income will be used for UGA s benefit. USCF invests the balance of UGA s assets not invests in Gasoline Interests or held in margin as reserves to be available for changes in margin. All interest income is used for UGA s benefit. An FCM, a government agency or a commodity exchange could increase margins applicable to UGA to hold trading positions at any time. Moreover, margin is merely a security deposit and has no bearing on the profit or loss potential for any positions taken. The assets of UGA posted as margin for Futures Contracts are held in segregated accounts pursuant to the CEA and CFTC regulations. If UGA enters into a swap agreement, UGA must post both collateral and independent amounts to its swap counterparty(ies). The amount of collateral UGA posts changes according to the amounts owed by UGA to its counterparty on a given swap transaction, while independent amounts are fixed amounts posted by UGA at the start of a swap transaction. Collateral and independent amounts posted to swap counterparties will be held by a third-party custodian. INFORMATION YOU SHOULD KNOW This prospectus contains information you should consider when making an investment decision about the shares. You may rely on the information contained in this prospectus. Neither UGA nor USCF has authorized any person to provide you with different information and, if anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell the shares in any jurisdiction where the offer or sale of the shares is not permitted. The information contained in this prospectus was obtained from us and other sources believed by us to be reliable. You should rely only on the information contained in this prospectus or any applicable prospectus supplement or any information incorporated by reference to this prospectus. We have not authorized anyone to provide you with any information that is different. If you receive any unauthorized information, you must not rely on it. You should disregard anything we said in an earlier document that is inconsistent with what is included in this prospectus or any applicable prospectus supplement or any information incorporated by reference to this prospectus. Where the context requires, when we refer to this "prospectus," we are referring to this prospectus and (if applicable) the relevant prospectus supplement. You should not assume that the information in this prospectus or any applicable prospectus supplement is current as of any date other than the date on the front page of this prospectus or the date on the front page of any applicable prospectus supplement. We include cross references in this prospectus to captions in these materials where you can find further related discussions. The table of contents tells you where to find these captions. SUMMARY OF PROMOTIONAL AND SALES MATERIAL UGA uses the following promotional or sales material: UGA s website, www.uscfinvestments.com, and UGA Fact sheet found on UGA s website. The materials described above are not a part of this prospectus or the registration statement of which this prospectus is a part and have been submitted to the staff of the Securities and Exchange Commission for their review pursuant to Industry Guide 5. This section is provided here as a convenience to you. INTELLECTUAL PROPERTY USCF owns trademark registrations for UNITED STATES GASOLINE FUND (U.S. Reg. No. 3486625) for "Fund investment services in the field of gasoline futures contracts, cash-settled options on gasoline futures contracts, forward contracts for gasoline, over-the-counter transactions based on the price of gasoline, and indices based on the foregoing," in use since February 22, 2008, and UGA UNITED STATES GASOLINE FUND, LP (and Flame Design) (U.S. Reg. No. 4440923) for "Financial investment services in the field of gasoline futures contracts, cash-settled options on gasoline futures contracts, forward contracts for gasoline, over-the-counter transactions based on the price of gasoline, and indices based on the foregoing," in use since September 30, 2012. USCF relies upon these trademarks through which it markets its services and strives to build and maintain brand recognition in the market and among current and potential investors. So long as USCF continues to use these trademarks to identify its services, without challenge from any third party, and properly maintains and renews the trademark registrations under applicable laws, rules and regulations, it will continue to have indefinite protection for these trademarks under current laws, rules and regulations. USCF owns trademark registrations for USCF (and Design) (U.S. Reg. No. 5127374) for "Fund investment services," in use since April 10, 2016, USCF (U.S. Reg No. 5040755) for "Fund investment services," in use since June 24, 2008, and INVEST IN WHAT S REAL (U.S. Reg. No. 5450808) for "Fund investment services," in use since April 2016. USCF relies upon these trademarks and service mark through which it markets its services and strives to build and maintain brand recognition in the market and among current and potential investors. So long as USCF continues to use these trademarks to identify its services, without challenge from any third party, and properly maintains and renews the trademark registrations under applicable laws, rules and regulations, it will continue to have indefinite protection for these trademarks under current laws, rules and regulations. USCF has been granted two patents Nos. 7,739,186 and 8,019,675, for systems and methods for an exchange traded fund (ETF) that tracks the price of one or more commodities. WHERE YOU CAN FIND MORE INFORMATION USCF has filed on behalf of UGA a registration statement on Form S-1 with the SEC under the 1933 Act. This prospectus does not contain all of the information set forth in the registration statement (including the exhibits to the registration statement), parts of which have been omitted in accordance with the rules and regulations of the SEC. For further information about UGA or the shares, please refer to the registration statement, which you may access online at www.sec.gov. Information about UGA and the shares can also be obtained from UGA s website, http://www.uscfinvestments.com. UGA s website address is only provided here as a convenience to you and the information contained on or connected to the website is not part of this prospectus or the registration statement of which this prospectus is part. UGA is subject to the informational requirements of the Exchange Act and USCF and UGA will each, on behalf of UGA, file certain reports and other information with the SEC under the Exchange Act. USCF will file an updated prospectus annually for UGA pursuant to the 1933 Act. The reports and other information can be accessed online at www.sec.gov. STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus includes "forward-looking statements" which generally relate to future events or future performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this prospectus and movements in the commodities markets and indexes that track such movements, UGA s operations, USCF s plans and references to UGA s future success and other similar matters, are based upon certain assumptions and analyses USCF has made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to USCF s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this prospectus, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. See "Risk Factors Involved with an Investment in UGA. Consequently, all the forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance that the events or developments that will or may occur in the future, including such matters as changes in inflation in the United States, movements in the stock market, movements in the U.S. and foreign currencies, actual results or developments USCF anticipates will be realized, or even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, UGA s operations or the value of the shares. INCORPORATION BY REFERENCE OF CERTAIN INFORMATION We are a reporting company and file annual, quarterly and current reports and other information with the SEC. The rules of the SEC allow us to "incorporate by reference" information that we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. This prospectus incorporates by reference the documents set forth below that have been previously filed with the SEC: Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 20, 2020. Current Report on Form 8-K, filed with the SEC on March 20, 2020. Current Report on Form 8-K, filed with the SEC on March 30, 2020. Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other filed documents that also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We will provide to each person to whom a prospectus is delivered, including any beneficial owner, a copy of these filings at no cost, upon written or oral request at the following address or telephone number: United States Gasoline Fund, LP Attention: Katie Rooney 1850 Mt. Diablo Boulevard, Suite 640, Walnut Creek, California 94596 (510) 522-9600 We make our electronic filings with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports available on our website free of charge as soon as practicable after we file or furnish them with the SEC. The information contained on our website does not constitute a part of this prospectus, and our website address supplied above is intended to be an inactive textual reference only and not an active hyperlink to our website. Privacy Policy UGA and USCF may collect or have access to certain nonpublic personal information about current and former investors. Nonpublic personal information may include information received from investors such as an investor s name, social security number and address, as well as information received from brokerage firms about investor holdings and transactions in shares of UGA. UGA and USCF do not disclose nonpublic personal information except as required by law or as described in their Privacy Policy. In general, UGA and USCF restrict access to the nonpublic personal information they collect about investors to those of their and their affiliates employees and service providers who need access to such information to provide products and services to investors. UGA and USCF maintain safeguards that comply with federal and applicable state laws to protect investors nonpublic personal information. These safeguards are reasonably designed to (1) ensure the security and confidentiality of investors records and information, (2) protect against any anticipated threats or hazards to the security or integrity of investors records and information, and (3) protect against unauthorized access to or use of investors records or information that could result in substantial harm or inconvenience to any investor. Third-party service providers with whom UGA and USCF share nonpublic personal information about investors must agree to follow appropriate standards of security and confidentiality, which includes safeguarding such non-public personal information physically, electronically and procedurally. A copy of UGA s and USCF s current Privacy Policy is available at http://www.uscfinvestments.com. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 13. Other Expenses of Issuance and Distribution Set forth below is an estimate (except as indicated) of the amount of fees and expenses (other than underwriting commissions and discounts) payable by the registrant in connection with the issuance and distribution of the shares pursuant to the prospectus contained in this registration statement. Amount Amount SEC registration fee $ 141,429.45 NYSE Arca Listing Fee (actual) $6,375 FINRA filing fees (actual) N/A Blue Sky expenses N/A Auditor s fees and expenses (estimate) $45,000 Legal fees and expenses (estimate) $4,000 Printing expenses (estimate) $22,000 Total $ 218,804.45 *Registration fees were previously paid and are being applied to the shares registered under this registration statement, which are unsold shares from a prior registration statement that are being carried forward to this registration statement pursuant to Rule 415(a)(6) under the Securities Act. Item 14. Indemnification of Directors and Officers UGA shall, to the fullest extent permitted by law, but only out of UGA assets, indemnify and hold harmless a general partner and each officer, director, stockholder, partner, employee or agent thereof (including persons who serve at UGA s request as directors, officers or trustees of another organization in which UGA has an interest as a Unitholder, creditor or otherwise) and their respective Legal Representatives and successors (hereinafter referred to as a "Covered Person") against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceedings, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of an alleged act or omission as a general partner or director or officer thereof, or by reason of its being or having been such a general partner, director or officer, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable believe that such Covered Person s action was in the best interest of UGA, and except that no Covered Person shall be indemnified against any liability to UGA or limited partners to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person s office. Expenses, including counsel fees so incurred by any such Covered Person, may be paid from time to time by UGA in advance of the final disposition of any such action, suit or proceeding on the condition that the amounts so paid shall be repaid to UGA if it is ultimately determined that the indemnification of such expenses is not authorized hereunder. As to any matter disposed of by a compromise payment by any such Covered Person, pursuant to a consent decree or otherwise, no such indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of UGA, after notice that it involved such indemnification by any disinterested person or persons to whom the questions may be referred by United States Commodity Funds LLC ("USCF") the general partner, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such Covered Person appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of UGA and that such indemnification would not protect such persons against any liability to UGA or its limited partners to which such person would otherwise by subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. Approval by any disinterested person or persons shall not prevent the recovery from persons as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that such Covered Person s action was in the best interests of UGA or to have been liable to UGA or its limited partners by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person s office. II-1 The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. An "interested Covered Person" is one against whom the action, suit or other proceeding on the same or similar grounds is then or has been pending and a "disinterested person" is a person against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending. Nothing contained in this provision shall affect any rights to indemnification to which personnel of a general partner, other than directors and officers, and other persons may be entitled by contract or otherwise under law, nor the power of UGA to purchase and maintain liability insurance on behalf of any such person. Nothing in this provision shall be construed to subject any Covered Person to any liability to which he is not already liable under this Agreement or applicable law. Each limited partner agrees that it will not hold any Affiliate or any officer, director, stockholder, partner, employee or agent of any Affiliate of USCF liable for any actions of USCF or any obligations arising under or in connection with this Agreement or the transactions contemplated hereby. Item 15. Recent Sales of Unregistered Securities None. Item 16. Exhibits (a) Exhibits Exhibit No. Description 3.1(1) Certificate of Limited Partnership of the Registrant. 3.2(8) Third Amended and Restated Agreement of Limited Partnership. 3.3(5) Sixth Amended and Restated Limited Liability Company Agreement of USCF. 5.1* Opinion of Eversheds Sutherland (US) LLP (formerly known as Sutherland Asbill & Brennan LLP) relating to the legality of the Shares. 8.1* Opinion of Eversheds Sutherland (US) LLP (formerly known as Sutherland Asbill & Brennan LLP) with respect to federal income tax consequences. 10.1(6) Form of Authorized Participant Agreement. 10.2(9) Amendment Agreement to the Marketing Agent Agreement. 10.3(2) Third Amendment to the Marketing Agent Agreement. 10.4(4) Third Amendment to the License Agreement. 10.5(3) Custodian Agreement. 10.6(3) Administrative Agency Agreement. 10.7(7) Marketing Agent Agreement 23.1* Consent of Eversheds Sutherland (US) LLP (formerly known as Sutherland Asbill & Brennan LLP) (incorporated by reference to exhibit numbers 5.1 and 8.1 hereto). 23.2* Consent of independent registered public accounting firm. * Filed herewith. II-2 (1) Incorporated by reference to Registrant s Registration Statement on Form S-1(File No. 333-142206), filed on April 18, 2007. (2) Incorporated by reference to Registrant s Annual Report on Form 10-K for the year ended December 31, 2012, filed on March 13, 2013. (3) Incorporated by reference to Registrant's Registration Statement on Form 8-K, filed on March 30, 2020. (4) Incorporated by reference to the Registrant s Current Report on Form 8-K, filed on October 24, 2011. (5) Incorporated by reference to Registrant s Annual Report on Form 10-K for the year ended December 31, 2015, filed on March 11, 2016. (6) Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-195419) filed on March 31, 2016 (7) Incorporated by reference to Registrant s Registration Statement on Form S-1 (File No. 333- 162717) filed on October 28, 2009. (8) Incorporated by reference to Registrant s Current Report on Form 8-K, filed on December 15, 2017. (9) Incorporated by reference to the Registrant s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2009, filed on November 16, 2009. (b) Financial Statement Schedules The financial statement schedules are either not applicable or the required information is included in the financial statements and footnotes related thereto. Item 17. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S–3 or Form F–3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. II-3 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: (i) If the registrant is subject to Rule 430C (230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A ( 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 ( 230.424 of this chapter); (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (d) The undersigned registrant hereby undertakes: (1) To send to the trustee at least on an annual basis a detailed statement of any transactions with the Sponsor or its affiliates, and of fees, commissions, compensation and other benefits paid, or accrued to the Sponsor or its affiliates for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed. (2) To provide to the trustee the financial statements required by Form 10-K for the first full fiscal year of operations of the partnership. II-4 UNITED STATES GASOLINE FUND, LP TABLE OF CONTENTS Page DISCLOSURE DOCUMENT: PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/USL_united_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/USL_united_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..95dcba7cefc29bacdaaf632302bbacb87a44e691
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/USL_united_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This is only a summary of the prospectus and, while it contains material information about USL and its shares, it does not contain or summarize all of the information about USL and the shares contained in this prospectus that is material and/or which may be important to you. You should read this entire prospectus, including "Risk Factors Involved with an Investment in USL" beginning on page 4, before making an investment decision about the shares. For a glossary of defined terms, see Appendix A. USL United States 12 Month Oil Fund, LP ("USL"), a Delaware limited partnership, is a commodity pool that continuously issues common shares of beneficial interest that may be purchased and sold on the NYSE Arca stock exchange ("NYSE Arca"). USL is managed and controlled by United States Commodity Funds LLC ("USCF"), a Delaware limited liability company. USCF is registered as a commodity pool operator ("CPO") with the Commodity Futures Trading Commission ("CFTC") and is a member of the National Futures Association ("NFA"). USL s Investment Objective and Strategy The investment objective of USL is for the daily changes in percentage terms of its per share net asset value ("NAV") to reflect the daily changes in percentage terms of the spot price of light, sweet crude oil delivered to Cushing, Oklahoma, as measured by the daily changes in the average of the prices of specified short-term futures contracts on light, sweet crude oil called the "Benchmark Oil Futures Contracts," plus interest earned on USL s collateral holdings, less USL s expenses. What Are the "Benchmark Oil Futures Contracts"? The Benchmark Oil Futures Contracts are the futures contracts on light, sweet crude oil as traded on the New York Mercantile Exchange (the "NYMEX") that is the near month contract to expire, and the contracts for the following 11 months, for a total of 12 consecutive months contracts, except when the near month contract is within two weeks of expiration, in which case it will be the futures contract that is the next month contract to expire and the contracts for the following 11 consecutive months. When calculating the daily movement of the average price of the 12 contracts, each contract month is equally weighted. USL seeks to achieve its investment objective by investing so that the average daily percentage change in USL s NAV for any period of 30 successive valuation days will be within plus/minus ten percent (10%) of the average daily percentage change in the price of the Benchmark Oil Futures Contracts over the same period. USL seeks to achieve its investment objective by investing primarily in futures contracts for light, sweet crude oil, other types of crude oil, diesel-heating oil, gasoline, natural gas, and other petroleum-based fuels that are traded on the NYMEX, ICE Futures Europe and ICE Futures U.S. (together, "ICE Futures") or other U.S. and foreign exchanges (collectively, "Oil Futures Contracts") and to a lesser extent, in order to comply with regulatory requirements or in view of market conditions, other oil-related investments such as cash-settled options on Oil Futures Contracts, forward contracts for oil, cleared swap contracts and non-exchange traded ("over-the-counter" or "OTC") transactions that are based on the price of oil, other petroleum-based fuels, Oil Futures Contracts and indices based on the foregoing (collectively, "Other Oil-Related Investments"). Market conditions that USCF currently anticipates could cause USL to invest in Other Oil-Related Investments include those allowing USL to obtain greater liquidity or to execute transactions with more favorable pricing. (For convenience and unless otherwise specified, Oil Futures Contracts and Other Oil-Related Investments collectively are referred to as "Oil Interests" in this prospectus.) In addition, USCF believes that market arbitrage opportunities will cause daily changes in USL s share price on the NYSE Arca on a percentage basis to closely track daily changes in USL s per share NAV on a percentage basis. USCF further believes that the daily changes in the average prices of the Benchmark Oil Futures Contracts have historically closely tracked the daily changes in prices of light, sweet crude oil. USCF believes that the net effect of these relationships will be that the daily changes in the price of USL s shares on the NYSE Arca on a percentage basis will closely track the daily changes in the spot price of a barrel of light, sweet crude oil on a percentage basis, less USL s expenses. 10.13(6) Administrative Agency Agreement. 10.14(12) Form of Futures and Cleared Derivatives Transactions Customer Account Agreement. 10.15(14) Form of Commodity Futures Customer Agreement. 23.1* Consent of Eversheds Sutherland (US) LLP (formerly known as Sutherland Asbill & Brennan LLP) (incorporated by reference to exhibit numbers 5.1 and 8.1 hereto). 23.2* Consent of independent registered public accounting firm. * Filed herewith. (1) Incorporated by reference to Registrant s Registration Statement on Form S-1 (File No. 333-144348), filed on July 5, 2007. (2) Incorporated by reference to Registrant s Annual Report on Form 10-K for the Year ended December 31, 2012, filed on March 13, 2013. (3) Incorporated by reference to Registrant s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed on November 16, 2009. (4) Incorporated by reference to United States Natural Gas Fund, LP s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on June 1, 2007. (5) Incorporated by reference to Registrant s Annual Report on Form 10-K for the year ended December 31, 2007, filed on March 26, 2008. (6) Incorporated by reference to Registrant s Current Report on Form 8-K, filed on March 30, 2020. (7) Incorporated by reference to the Registrant s Current Report on Form 8-K, filed on October 24, 2011. (8) Incorporated by reference to Registrant s Annual Report on Form 10-K for the year ended December 31, 2015, filed on March 11, 2016. (9) Incorporated by reference to Registrant s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2012, filed on August 9, 2012. (10) Incorporated by reference to Post-Effective Amendment No. 2 to the Registrant s Registration Statement filed on Form S-1 (File No. 333-195437), filed on March 31, 2016. (11) Incorporated by reference to Registrant s Current Report on Form 8-K, filed on December 15, 2017. (12) Incorporated by reference to Registrant s Current Report on Form 8-K, filed on October 10, 2013. (13) Incorporated by reference to Registrant s Registration Statement on Form S-1 (File No. 333-238283), filed on May 15, 2020. (14) Incorporated by reference to Registrant s Current Report on Form 8-K, filed on May 29, 2020. (b) Financial Statement Schedules The financial statement schedules are either not applicable or the required information is included in the financial statements and footnotes related thereto. Item 17. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act: Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting company o Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. o CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share(1) Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Shares of United States 12 Month Oil Fund, LP 258,950,000 $ 13.77 $ 3,565,741,500 $ 268,157.18 (1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, solely for the purpose of determining the registration fee. The proposed maximum offering price per security will be determined, from time to time, by United States 12 Month Oil Fund, LP (the "registrant") in connection with the sale of the securities registered under this Registration Statement. (2) As discussed below, pursuant to Rule 415(a)(6) under the Securities Act, this Registration Statement carries over 158,950,000 of unsold shares that have been previously registered, with respect to which the registrant applied previously paid filing fees totaling $194,676.07. The filing fee previously paid with respect to such shares being carried forward to this Registration Statement will continue to apply to such unsold shares. Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this Registration Statement include unsold securities previously registered for sale pursuant to the registrant s registration statement on Form S-1/A (File No. 333-237183) initially filed by the registrant on April 23, 2020 (the "Prior Registration Statement"). Approximately 158,950,000 such shares of beneficial interests registered on the Prior Registration Statement remain unsold. The unsold shares (and associated filing fees paid) are being carried forward to this Registration Statement. Pursuant to Rule 415(a)(6), the offering of unsold shares under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Commission, acting pursuant to said Section 8(a), may determine. Investors should be aware that USL s investment objective is not for its NAV or market price of shares to equal, in dollar terms, the spot price of light, sweet crude oil or any particular futures contract based on light, sweet crude oil, nor is USL s investment objective for the percentage change in its NAV to reflect the percentage change of the price of any particular futures contract as measured over a time period greater than one day. This is because natural market forces called contango and backwardation have impacted the total return on an investment in USL s shares during the past year relative to a hypothetical direct investment in crude oil and, in the future, it is likely that the relationship between the market price of USL s shares and changes in the spot prices of light, sweet crude oil will continue to be so impacted by contango and backwardation. (It is important to note that the disclosure above ignores the potential costs associated with physically owning and storing crude oil, which could be substantial.) Principal Investment Risks of an Investment in USL An investment in USL involves a degree of risk. Some of the risks you may face are summarized below. A more extensive discussion of these risks appears beginning on page 4. Investment Risk Investors may choose to use USL as a means of investing indirectly in crude oil. INVESTING IN USL INVOLVES RISKS SIMILAR TO THOSE INVOLVED WITH AN INVESTMENT DIRECTLY IN THE OIL MARKETS, BUT IT IS NOT A PROXY FOR TRADING DIRECTLY IN THE OIL MARKETS. Investing in USL also involves the correlation risk described below and other significant risks. There are significant risks and hazards inherent in the crude oil industry that may cause the price of crude oil to widely fluctuate. Recent and unprecedented volatility in the crude oil markets in 2020 demonstrates that these risks are real. Correlation Risk To the extent that investors use USL as a means of indirectly investing in crude oil, there is the risk that the daily changes in the price of USL s shares on the NYSE Arca on a percentage basis will not closely track the daily changes in the spot price of light, sweet crude oil on a percentage basis. This could happen if the price of shares traded on the NYSE Arca does not correlate closely with the value of USL s NAV; the changes in USL s NAV do not correlate closely with the changes in the average price of the Benchmark Oil Futures Contracts, or the changes in the average price of the Benchmark Oil Futures Contracts do not closely correlate with the changes in the cash or spot price of crude oil. This is a risk because if these correlations do not exist, then investors may not be able to use USL as a cost-effective way to indirectly invest in crude oil or as a hedge against the risk of loss in crude oil-related transactions. USCF believes that holding futures contracts whose expiration dates are spread out over a 12 month period of time will cause the total return of such a portfolio to vary compared to a portfolio that holds only a single month s contract (such as the near month contract). In particular, USCF believes that the total return of a portfolio holding contracts with a range of expiration months will be impacted differently by the price relationship between different contract months of the same commodity future compared to the total return of a portfolio consisting of the near month contract. For example, in cases in which the near month contract s price is higher than the price of contracts that expire later in time (a situation known as "backwardation" in the futures markets), then absent the impact of the overall movement in crude oil prices the value of the near month contract would tend to rise as it approaches expiration. Conversely, in cases in which the near month contract s price is lower than the price of contracts that expire later in time (a situation known as "contango" in the futures markets), then absent the impact of the overall movement in crude oil prices the value of the near month contract would tend to decline as it approaches expiration. The total return of a portfolio that owned the near month contract and "rolled" forward each month by selling the near month contract as it approached expiration and purchasing the next month contract to expire would be positively impacted by a backwardation market, and negatively impacted by a contango market. Depending on the exact price relationship of the different month s prices, portfolio expenses, and the overall movement of crude oil prices, the impact of backwardation and contango could have a major impact on the total return of such a portfolio over time. USCF believes that based on historical evidence a portfolio that held futures contracts with a range of expiration dates spread out over a 12 month period of time would typically be impacted less by the positive effect of backwardation and the negative effect of contango compared to a portfolio that held contracts of a single near month. As a result, absent the impact of any other factors, a portfolio of 12 different monthly contracts would tend to have a lower total return than a near month only portfolio in a backwardation market and a higher total return in a contango market. However there can be no assurance that such historical relationships would provide the same or similar results in the future. Tax Risk USL is organized and operated as a limited partnership in accordance with the provisions of its limited partnership agreement and applicable state law, and therefore, has a more complex tax treatment than conventional mutual funds. Over-the-Counter ("OTC") Contract Risk USL may also invest in Other Oil-Related Investments, many of which are negotiated or "OTC" contracts that are not as liquid as Oil Futures Contracts and expose USL to credit risk that its counterparty may not be able to satisfy its obligations to USL. Other Risks USL pays fees and expenses that are incurred regardless of whether it is profitable. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated June 3, 2020 PRELIMINARY PROSPECTUS United States 12 Month Oil Fund, LP * 258,950,000 Shares *Principal U.S. Listing Exchange: NYSE Arca, Inc. The United States 12 Month Oil Fund, LP ("USL") is an exchange traded fund organized as a limited partnership that issues shares that trade on the NYSE Arca stock exchange ("NYSE Arca"). USL s investment objective is to track a benchmark of short-term oil futures contracts. USL pays its general partner, United States Commodity Funds LLC ("USCF"), a limited liability company, a management fee and incurs operating costs. Both USCF and USL are located at 1850 Mt. Diablo Boulevard, Suite 640, Walnut Creek, California 94596. The telephone number for both USCF and USL is 510.522.9600. In order for a hypothetical investment in shares to break even over the next 12 months, assuming a selling price of $12.16 (the net asset value as of March 31, 2020), the investment would have to generate 0.880% return or $0.107, rounded to $0.11. USL is an exchange traded fund. This means that most investors who decide to buy or sell shares of USL shares place their trade orders through their brokers and may incur customary brokerage commissions and charges. Shares trade on the NYSE Arca under the ticker symbol "USL" and are bought and sold throughout the trading day at bid and ask prices like other publicly traded securities. Shares trade on the NYSE Arca after they are initially purchased by "Authorized Participants," institutional firms that purchase and redeem shares in blocks of 50,000 shares called "baskets" through USL s marketing agent, ALPS Distributors, Inc. (the "Marketing Agent"). The price of a basket is equal to the net asset value ("NAV") of 50,000 shares on the day that the order to purchase the basket is accepted by the Marketing Agent. The NAV per share is calculated by taking the current market value of USL s total assets (after close of NYSE Arca) subtracting any liabilities and dividing that total by the total number of outstanding shares. The offering of USL s shares is a "best efforts" offering, which means that neither the Marketing Agent nor any Authorized Participant is required to purchase a specific number or dollar amount of shares. USCF pays the Marketing Agent a marketing fee consisting of a fixed annual amount plus an incentive fee based on the amount of shares sold. Authorized Participants will not receive from USL, USCF or any of their affiliates any fee or other compensation in connection with the sale of shares. Aggregate compensation paid to the Marketing Agent and any affiliate of USCF for distribution-related services in connection with this offering of shares will not exceed ten percent (10%) of the gross proceeds of the offering. Investors who buy or sell shares during the day from their broker may do so at a premium or discount relative to the market value of the underlying oil futures contracts in which USL invests due to supply and demand forces at work in the secondary trading market for shares that are closely related to, but not identical to, the same forces influencing the prices of crude oil and the oil futures contracts that serve as USL s investment benchmark. INVESTING IN USL INVOLVES RISKS SIMILAR TO THOSE INVOLVED WITH AN INVESTMENT DIRECTLY IN THE OIL MARKETS, BUT IT IS NOT A PROXY FOR TRADING DIRECTLY IN THE OIL MARKETS. Investing in USL also involves the correlation risk described below, and other significant risks. Recent and unprecedented volatility in the oil markets in 2020 demonstrates that these risks are real. You should consider carefully the risks described below before making an investment decision. See "Risk Factors Involved with an Investment in USL" beginning on page 4. The offering of USL s shares is registered with the Securities and Exchange Commission ("SEC") in accordance with the Securities Act of 1933 (the "1933 Act"). The offering is intended to be a continuous offering and is not expected to terminate until all of the registered shares have been sold or three years from the date of the original offering, whichever is earlier, unless extended as permitted under the rules under the 1933 Act, although the offering may be temporarily suspended if and when no suitable investments for USL are available or practicable. USL is not a mutual fund registered under the Investment Company Act of 1940 ("1940 Act") and is not subject to regulation under the 1940 Act. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED IN THIS PROSPECTUS, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. USL is a commodity pool and USCF is a commodity pool operator subject to regulation by the Commodity Futures Trading Commission and the National Futures Association under the Commodity Exchange Act. THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT. The date of this prospectus is , 2020. Unlike mutual funds, commodity pools or other investment pools that manage their investments in an attempt to realize income and gains and distribute such income and gains to their investors, USL generally does not distribute cash to limited partners or other shareholders. You should not invest in USL if you will need cash distributions from USL to pay taxes on your share of income and gains of USL, if any, or for any other reason. You will have no rights to participate in the management of USL and will have to rely on the duties and judgment of USCF to manage USL. USL is subject to actual and potential inherent conflicts involving USCF, various commodity futures brokers and "Authorized Participants," the institutional firms that directly purchase and redeem shares in baskets of 50,000 shares. USCF s officers, directors and employees do not devote their time exclusively to USL. USCF s persons are directors, officers or employees of other entities that may compete with USL for their services, including other commodity pools (funds) that USCF manages. USCF could have a conflict between its responsibilities to USL and to those other entities. As a result of these and other relationships, parties involved with USL have a financial incentive to act in a manner other than in the best interests of USL and the shareholders. USL s Fees and Expenses This table describes the fees and expenses that you may pay if you buy and hold shares of USL. You should note that you may pay brokerage commissions on purchases and sales of USL s shares, which are not reflected in the table. Authorized Participants will pay applicable creation and redemption fees. See "Creation and Redemption of Shares—Creation and Redemption Transaction Fee," page 60. Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)(1) Management Fees 0.60%(2) Distribution Fees NONE Other Fund Expenses 0.28% Total Annual Fund Operating Expenses 0.88% (1) Based on amounts for the year ended December 31, 2019. The individual expense amounts in dollar terms are shown in the table below. As used in this table, (i) Professional Expenses include expenses for legal, audit, tax accounting and printing; and (ii) Independent Director and Officer Expenses include amounts paid to independent directors and for officers liability insurance. Management Fees $337,314 Professional Expenses $131,501 Registration Fees $0 Brokerage Commissions $7,261 Licensing Fees $8,433 Independent Director and Officer Expenses $13,028 These amounts are based on USL s average total net assets, which are the sum of daily total net assets of USL divided by the number of calendar days in the year. For the year ended December 31, 2019, USL s average total net assets were $56,218,970.66. (2) USL is contractually obligated to pay USCF a management fee, which is paid monthly, equal to 0.60% per annum of average daily net assets. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Pre-Effective Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Walnut Creek, State of California, on June 3, 2020. UNITED STATES 12 MONTH OIL FUND, LP By: United States Commodity Funds LLC as General Partner By: /s/ John P. Love John P. Love President and Chief Executive Officer of United States Commodity Funds LLC Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the dates indicated. The document may be executed by signatories hereto on any number of counterparts, all of which shall constitute one and the same instrument. Signature Title Date /s/ John P. Love President, Chief Executive Officer, and Management Director June 3, 2020 John P. Love (Principal Executive Officer) /s/ Stuart P. Crumbaugh Chief Financial Officer June 3, 2020 Stuart P. Crumbaugh (Principal Financial and Accounting Officer) * Management Director June 3, 2020 Nicholas D. Gerber * Management Director June 3, 2020 Andrew F Ngim * Management Director June 3, 2020 Robert L. Nguyen * Independent Director June 3, 2020 Peter M. Robinson * Independent Director June 3, 2020 Gordon L. Ellis * Independent Director June 3, 2020 Malcolm R. Fobes COMMODITY FUTURES TRADING COMMISSION RISK DISCLOSURE STATEMENT YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL. FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGE 3 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 36. THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGE 4. YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED. SWAPS TRANSACTIONS, LIKE OTHER FINANCIAL TRANSACTIONS, INVOLVE A VARIETY OF SIGNIFICANT RISKS. THE SPECIFIC RISKS PRESENTED BY A PARTICULAR SWAP TRANSACTION NECESSARILY DEPEND UPON THE TERMS OF THE TRANSACTION AND YOUR CIRCUMSTANCES. IN GENERAL, HOWEVER, ALL SWAPS TRANSACTIONS INVOLVE SOME COMBINATION OF MARKET RISK, CREDIT RISK, COUNTERPARTY CREDIT RISK, FUNDING RISK, LIQUIDITY RISK, AND OPERATIONAL RISK. HIGHLY CUSTOMIZED SWAPS TRANSACTIONS IN PARTICULAR MAY INCREASE LIQUIDITY RISK, WHICH MAY RESULT IN A SUSPENSION OF REDEMPTIONS. HIGHLY LEVERAGED TRANSACTIONS MAY EXPERIENCE SUBSTANTIAL GAINS OR LOSSES IN VALUE AS A RESULT OF RELATIVELY SMALL CHANGES IN THE VALUE OR LEVEL OF AN UNDERLYING OR RELATED MARKET FACTOR. IN EVALUATING THE RISKS AND CONTRACTUAL OBLIGATIONS ASSOCIATED WITH A PARTICULAR SWAP TRANSACTION, IT IS IMPORTANT TO CONSIDER THAT A SWAP TRANSACTION MAY BE MODIFIED OR TERMINATED ONLY BY MUTUAL CONSENT OF THE ORIGINAL PARTIES AND SUBJECT TO AGREEMENT ON INDIVIDUALLY NEGOTIATED TERMS. THEREFORE, IT MAY NOT BE POSSIBLE FOR THE COMMODITY POOL OPERATOR TO MODIFY, TERMINATE, OR OFFSET THE POOL S OBLIGATIONS OR THE POOL S EXPOSURE TO THE RISKS ASSOCIATED WITH A TRANSACTION PRIOR TO ITS SCHEDULED TERMINATION DATE. RISK FACTORS INVOLVED WITH AN INVESTMENT IN USL You should consider carefully the risks described below before making an investment decision. You should also refer to the other information included in this prospectus as well as information found in our periodic reports, which include USL s financial statements and the related notes, that are incorporated by reference. See "Incorporation By Reference of Certain Information," page 63. USL s investment objective is for the daily percentage changes in the net asset value ("NAV") per share to reflect the daily percentage changes of the spot price of light, sweet crude oil, as measured by the daily percentage changes in the average of the prices of the Benchmark Oil Futures Contracts, plus interest earned on USL s collateral holdings, less USL s expenses. USL seeks to achieve its investment objective by investing so that the average daily percentage change in USL s NAV for any period of 30 successive valuation days will be within plus/minus ten percent (10%) of the average daily percentage change in the price of the Benchmark Oil Futures Contract over the same period. USL s investment strategy is designed to provide investors with a cost-effective way to invest indirectly in crude oil and to hedge against movements in the spot price of light, sweet crude oil. An investment in USL involves investment risk similar to a direct investment in Oil Futures Contracts and Other Oil-Related Investments, but it is not a proxy for investing in the oil markets. Investing in USL also involves correlation risk, or the risk that investors purchasing shares to hedge against movements in the price of crude oil will have an efficient hedge only if the price they pay for their shares closely correlates with the price of crude oil. In addition to investment risk and correlation risk, an investment in USL involves tax risks, OTC risks, and other risks. Investment Risk The NAV of USL s shares relates directly to the value of the Benchmark Oil Futures Contracts and other assets held by USL and fluctuations in the prices of these assets could materially adversely affect an investment in USL s shares. Past performance is not necessarily indicative of futures results; all or substantially all of an investment in USL could be lost. The net assets of USL consist primarily of investments in Oil Futures Contracts and, to a lesser extent, in Other Oil-Related Investments. The NAV of USL s shares relates directly to the value of these assets (less liabilities, including accrued but unpaid expenses), which in turn relates to the price of light, sweet crude oil in the marketplace. Crude oil prices depend on local, regional and global events or conditions that affect supply and demand for oil. Economic conditions impacting crude oil. The demand for crude oil correlates closely with general economic growth rates. The occurrence of recessions or other periods of low or negative economic growth will typically have a direct adverse impact on crude oil prices. Other factors that affect general economic conditions in the world or in a major region, such as changes in population growth rates, periods of civil unrest, pandemics (e.g. COVID-19), government austerity programs, or currency exchange rate fluctuations, can also impact the demand for crude oil. Sovereign debt downgrades, defaults, inability to access debt markets due to credit or legal constraints, liquidity crises, the breakup or restructuring of fiscal, monetary, or political systems such as the European Union, and other events or conditions (e.g. pandemics, such as COVID-19), that impair the functioning of financial markets and institutions also may adversely impact the demand for crude oil. Other crude oil demand-related factors. Other factors that may affect the demand for crude oil and therefore its price, include technological improvements in energy efficiency; seasonal weather patterns, which affect the demand for crude oil associated with heating and cooling; increased competitiveness of alternative energy sources that have so far generally not been competitive with oil without the benefit of government subsidies or mandates; and changes in technology or consumer preferences that alter fuel choices, such as toward alternative fueled vehicles. Other crude oil supply-related factors. Crude oil prices also vary depending on a number of factors affecting supply. For example, increased supply from the development of new oil supply sources and technologies to enhance recovery from existing sources tends to reduce crude oil prices to the extent such supply increases are not offset by commensurate growth in demand. Similarly, increases in industry refining or petrochemical manufacturing capacity may impact the supply of crude oil. World oil supply levels can also be affected by factors that reduce available supplies, such as adherence by member countries to the Organization of the Petroleum Exporting Countries ("OPEC") production quotas and the occurrence of wars, hostile actions, natural disasters, disruptions in competitors operations, or unexpected unavailability of distribution channels that may disrupt supplies. Technological change can also alter the relative costs for companies in the petroleum industry to find, produce, and refine oil and to manufacture petrochemicals, which in turn may affect the supply of and demand for oil. Other factors impacting the crude oil market. The supply of and demand for crude oil may also be impacted by changes in interest rates, inflation, and other local or regional market conditions, as well as by the development of alternative energy sources. Price volatility may possibly cause the total loss of your investment. Futures contracts have a high degree of price variability and are subject to occasional rapid and substantial changes. Consequently, you could lose all or substantially all of your investment in USL. An investment in USL may provide little or no diversification benefits. Thus, in a declining market, USL may have no gains to offset losses from other investments, and an investor may suffer losses on an investment in USL while incurring losses with respect to other asset classes. Historically, Oil Futures Contracts and Other Oil-Related Investments have generally been non-correlated to the performance of other asset classes such as stocks and bonds. Non-correlation means that there is a low statistically valid relationship between the performance of futures and other commodity interest transactions, on the one hand, and stocks or bonds, on the other hand. However, there can be no assurance that such non-correlation will continue during future periods. If, contrary to historic patterns, USL s performance were to move in the same general direction as the financial markets, investors will obtain little or no diversification benefits from an investment in USL s shares. In such a case, USL may have no gains to offset losses from other investments, and investors may suffer losses on their investment in USL at the same time they incur losses with respect to other investments. Variables such as drought, floods, weather, pandemics, embargoes, tariffs and other political events may have a larger impact on crude oil prices and crude oil-linked instruments, including Oil Futures Contracts and Other Oil-Related Investments, than on traditional securities. These additional variables may create additional investment risks that subject USL s investments to greater volatility than investments in traditional securities. Non-correlation should not be confused with negative correlation, where the performance of two asset classes would be opposite of each other. There is no historical evidence that the spot price of crude oil and prices of other financial assets, such as stocks and bonds, are negatively correlated. In the absence of negative correlation, USL cannot be expected to be automatically profitable during unfavorable periods for the stock market, or vice versa. Historical performance of USL and the Benchmark Oil Futures Contract is not indicative of future performance. Past performance of USL or the Benchmark Oil Futures Contract is not necessarily indicative of future results. Therefore, past performance of USL or the Benchmark Futures Contract should not be relied upon in deciding whether to buy shares of USL. Changes to U.S. tariff and import/export regulations may have a negative effect on USL s developments. There has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. The current U.S. presidential administration, along with the U.S. Congress, has created significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global crude oil, generally. Any of these factors could depress economic activity and could have a material adverse effect on USL s business, financial condition and results of operations, which in turn would negatively impact USL and its shareholders. Uncertainty about presidential administration initiatives could negatively impact USL s business, financial condition and results of operations. The current presidential administration has called for significant changes to U.S. trade, healthcare, immigration, foreign and government regulatory policy. Accordingly, there is significant uncertainty with respect to legislation, regulation and government policy at the federal level, as well as the state and local levels. Recent events have created heightened uncertainty and introduced new and difficult-to-quantify macroeconomic and political risks. There has been a corresponding increase in the uncertainty surrounding interest rates, inflation, foreign exchange rates, trade volumes and fiscal and monetary policy. To the extent the U.S. Congress or the current presidential administration implements changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, corporate taxes, healthcare, the U.S. regulatory environment, inflation, supply and demand for commodities (including crude oil), and other areas. Although USL cannot predict the impact, if any, of these changes to USL s business, they could adversely affect USL s business, financial condition, operating results and cash flows. Economic impacts due to Brexit. In June 2016, the United Kingdom held a referendum in which voters approved an exit from the European Union ("Brexit") and, following the House of Commons having passed a Brexit deal on December 20, 2019, the U.K. formally left the European Union on January 31, 2020. The U.K. is currently in a transition period until December 31, 2020, when agreements surrounding trade and other aspects of the U.K. s future relationship with the European Union will need to be finalized. Until such agreements are finalized, there will be political and economic uncertainty in the United Kingdom and the European Union. In addition, the fiscal and monetary policies of foreign nations, such as Russia and China, may have a severe impact on the worldwide and U.S. commodity markets. Such disruptions could adversely impact the value of USL s investments in Crude Oil Interests. COVID-19 Risk An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and has now been detected globally. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. COVID-19 has resulted in numerous deaths, travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines and the imposition of both local and more widespread "work from home" measures, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The ongoing spread of COVID-19 has had, and is expected to continue to have, a material adverse impact on local economies in the affected jurisdictions and also on the global economy, as cross border commercial activity and market sentiment are increasingly impacted by the outbreak and government and other measures seeking to contain its spread. The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect individual issuers and capital markets in ways that cannot necessarily be foreseen. In addition, actions taken by government and quasi-governmental authorities and regulators throughout the world in response to the COVID-19 outbreak, including significant fiscal and monetary policy changes, may affect the value, volatility, pricing and liquidity of some investments or other assets, including those held by or invested in by the USL. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally. The duration of the COVID-19 outbreak and its ultimate impact on USL and, on the global economy, cannot be determined with certainty. The COVID-19 pandemic and its effects may last for an extended period of time, and could result in significant and continued market volatility, exchange trading suspensions and closures, declines in global financial markets, higher default rates, and a substantial economic downturn or recession. The foregoing could impair the USL s ability to maintain operational standards (such as with respect to satisfying redemption requests), disrupt the operations of USL s service providers, adversely affect the value and liquidity of USL s investments, and negatively impact the USL s performance and your investment in USL. The extent to which COVID-19 will affect USL and USL s service providers and portfolio investments will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken to contain COVID-19. Given the significant economic and financial market disruptions associated with the COVID-19 pandemic, the valuation and performance of the USL s investments could be impacted adversely. Correlation Risk Investors purchasing shares to hedge against movements in the price of crude oil will have an efficient hedge only if the price investors pay for their shares closely correlates with the price of crude oil. Investing in USL s shares for hedging purposes involves the following risks: The market price at which the investor buys or sells shares may be significantly less or more than the NAV. Daily percentage changes in NAV may not closely correlate with daily percentage changes in the average of the prices of the Benchmark Oil Futures Contracts. Daily percentage changes in the average of the prices of the Benchmark Oil Futures Contracts may not closely correlate with daily percentage changes in the price of light, sweet crude oil. The market price at which investors buy or sell shares may be significantly less or more than NAV. USL s NAV per share will change throughout the day as fluctuations occur in the market value of USL s portfolio investments. The public trading price at which an investor buys or sells shares during the day from their broker may be different from the NAV of the shares. Price differences may relate primarily to supply and demand forces at work in the secondary trading market for shares that are closely related to, but not identical to, the same forces influencing the prices of the light, sweet crude oil and the Benchmark Oil Futures Contracts at any point in time. USCF expects that exploitation of certain arbitrage opportunities by "Authorized Participants," ," the institutional firms that directly purchase and redeem shares in blocks of 50,000 shares ("Creation Baskets" and "Redemption Baskets" respectively, together, "baskets"), and their clients and customers will tend to cause the public trading price to track NAV per share closely over time, but there can be no assurance of that. The NAV of USL s shares may also be influenced by non-concurrent trading hours between the NYSE Arca and the various futures exchanges on which crude oil is traded. While the shares trade on the NYSE Arca from 9:30 a.m. to 4:00 p.m. Eastern Time, the trading hours for the futures exchanges on which sweet light crude oil trade may not necessarily coincide during all of this time. For example, while the shares trade on the NYSE Arca until 4:00 p.m. Eastern Time, liquidity in the global light, sweet crude market will be reduced after the close of the NYMEX at 2:30 p.m. Eastern Time. As a result, during periods when the NYSE Arca is open and the futures exchanges on which sweet, light crude oil is traded are closed, trading spreads and the resulting premium or discount on the shares may widen and, therefore, increase the difference between the price of the shares and the NAV of the shares. Daily percentage changes in USL s NAV may not correlate with daily percentage changes in the average of the prices of the Benchmark Oil Futures Contracts. It is possible that the daily percentage changes in USL s NAV per share may not closely correlate to daily percentage changes in the average of the prices of the Benchmark Oil Futures Contracts. Non-correlation may be attributable to disruptions in the market for light, sweet crude oil, the imposition of position or accountability limits by regulators or exchanges, or other extraordinary circumstances. As USL approaches or reaches position limits with respect to the Benchmark Oil Futures Contracts and other Oil Futures Contracts or in view of market conditions, USL may begin investing in Other Oil-Related Investments. In addition, USL is not able to replicate exactly the changes in the average price of the Benchmark Oil Futures Contracts because the total return generated by USL is reduced by expenses and transaction costs, including those incurred in connection with USL s trading activities, and increased by interest income from USL s holdings of Treasuries (defined below). Tracking the Benchmark Oil Futures Contracts requires trading of USL s portfolio with a view to tracking the Benchmark Oil Futures Contracts over time and is dependent upon the skills of USCF and its trading principals, among other factors. An investment in USL is not a proxy for investing in the oil markets, and the daily percentage changes in the price of the Benchmark Oil Futures Contracts, or the NAV of USL, may not correlate with daily percentage changes in the spot price of light, sweet crude oil. An investment in USL is not a proxy for investing in the oil markets. To the extent that investors use USL as a means of indirectly investing in oil, there is the risk that the daily changes in the price of USL s shares on the NYSE Arca, on a percentage basis, will not closely track the daily changes in the spot price of light sweet crude oil on a percentage basis. This could happen if the price of shares traded on the NYSE Arca does not correlate closely with the value of USL s NAV; the changes in USL s NAV do not correlate closely with the changes in the price of the Benchmark Oil Futures contracts; or the changes in the price of the Benchmark Oil Futures Contracts do not closely correlate with the changes in the cash or spot price of oil. This is a risk because if these correlations do not exist, then investors may not be able to use USL as a cost-effective way to indirectly invest in oil or as a hedge against the risk of loss in crude oil-related transactions. The degree or correlation among USL s share price, the price of the Benchmark Oil Futures Contracts, and the spot price of oil depends on circumstances such as variations in the speculative oil market, supply of and demand for Oil Futures Contracts (including the Benchmark Oil Futures Contracts) and Other Oil-Related Investments, and technical influences on trading oil futures contracts. Investors who are not experienced in investing in oil futures contracts or the factors that influence that market or speculative trading in the oil markets and may not have the background or ready access to the types of information that investors familiar with these markets may have, and as a result, may be at greater risk of incurring losses from trading in USL shares than such other investors with such experience and resources. Daily percentage changes in the average price of the Benchmark Oil Futures Contracts may not correlate with daily percentage changes in the spot price of light, sweet crude oil. The correlation between changes in the average prices of the Benchmark Oil Futures Contracts and the spot price of crude oil may at times be only approximate. The degree of imperfection of correlation depends upon circumstances such as variations in the speculative oil market, supply of and demand for Oil Futures Contracts (including the Benchmark Oil Futures Contracts) and Other Oil-Related Investments, and technical influences in oil futures trading. Natural forces in the oil futures market known as "backwardation" and "contango" may increase USL s tracking error and/or negatively impact total return. The design of USL s Benchmark Oil Futures Contracts consists of the near month contract to expire and the contracts for the 11 following months, which are changed to the next month contract to expire and the contracts for the 11 following months during one day each month. In the event of a crude oil futures market where near month contracts trade at a higher price than next month to expire contracts, a situation described as "backwardation" in the futures market, then absent the impact of the overall movement in crude oil prices the value of the benchmark contract would tend to rise as it approaches expiration. Conversely, in the event of a crude oil futures market where near month contracts trade at a lower price than next month contracts, a situation described as "contango" in the futures market, then absent the impact of the overall movement in crude oil prices the value of the benchmark contract would tend to decline as it approaches expiration. While contango and backwardation are consistently present in trading in the futures markets, such conditions can be exacerbated by market forces. For example, extraordinary market conditions in the oil markets, including "super contango" (a higher level of contango arising from the overabundance of oil being produced and the limited availability of storage for such excess supply), occurred, and may continue to occur for an unknown duration, in the oil futures markets due to oversupply of oil in the face of weak demand during the COVID-19 pandemic when disputes among oil-producing countries regarding limitations on the production of oil also were occurring. When compared to total return of other price indices, such as the spot price of crude oil, the impact of backwardation and contango may cause the total return of USL s per share NAV to vary significantly. Moreover, absent the impact of rising or falling oil prices, a prolonged period of contango could have a significant negative impact on USL s per share NAV and total return and investors could lose part or all of their investment. See "Additional Information About USL, its Investment Objective and Investments" for a discussion of the potential effects of contango and backwardation. Accountability levels, position limits, and daily price fluctuation limits set by the exchanges have the potential to cause tracking error, by limiting USL s investments, including its ability to fully invest in the Benchmark Oil Futures Contracts, which could cause the price of shares to substantially vary from the average of the prices of the Benchmark Oil Futures Contracts. Designated contract markets, such as the NYMEX and ICE Futures have established accountability levels and position limits on the maximum net long or net short futures contracts in commodity interests that any person or group of persons under common trading control (other than as a hedge, which an investment by USL is not) may hold, own or control. In addition to accountability levels and position limits, the NYMEX and ICE Futures also set daily price limits on futures contracts. The daily price fluctuation limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day s settlement price. Once the daily price fluctuation limit has been reached in a particular futures contract, no trades may be made at a price beyond that limit. The accountability levels for the Benchmark Oil Futures Contracts and other Oil Futures Contracts traded on U.S.-based futures exchanges, such as the NYMEX, are not a fixed ceiling, but rather a threshold above which the NYMEX may exercise greater scrutiny and control over an investor s positions. The current accountability level for investments for any one-month in the Benchmark Oil Futures Contracts is 10,000 contracts. In addition, the NYMEX imposes an accountability level for all months of 20,000 net futures contracts for light, sweet crude oil. In addition, the ICE Futures maintains the same accountability levels, position limits and monitoring authority for its light, sweet crude oil contract as the NYMEX. If USL and the Related Public Funds exceed these accountability levels for investments in the futures contracts for light, sweet crude oil, the NYMEX and ICE Futures will monitor such exposure and may ask for further information on their activities, including the total size of all positions, investment and trading strategy, and the extent of liquidity resources of USL and the Related Public Funds. If deemed necessary by the NYMEX and/or ICE Futures, USL could be ordered to reduce its net oil futures contracts back to the accountability level. United States Commodity Funds, LLC ("USCF") received a letter from the CME on behalf of the NYMEX on April 23, 2020 (the "CME Letter"). The CME Letter ordered USCF, USL and the Related Public Funds advised by USCF not to exceed accountability levels in the light sweet crude oil futures contract for June 2020 in excess of 10,000 futures contracts. The CME Letter also ordered USCF, USL and the Related Public Funds not to assume a position in the light sweet crude oil futures contract for June 2020 in excess of 15,000 long futures contracts, for July 2020 in 78,000 long futures contracts, for August 2020 in 50,000 long futures contracts, for September 2020 in 35,000 long futures contracts. USCF, USL and the Related Public Funds did not exceed those position limits and maintained positions that were below the position limits as required by the CME Letter. The current accountability levels and position limits for USL and the Related Public Funds are set forth in the CME Letter. Investors should note that the foregoing accountability levels and position limits are subject to change, which in turn could change the amount and type of permitted investments in which USL invests. Position limits differ from accountability levels in that they represent fixed limits on the maximum number of futures contracts that any person may hold and cannot allow such limits to be exceeded without express Commodity Futures Trading Commission ("CFTC") authority to do so. In addition to accountability levels and position limits that may apply at any time, the NYMEX and the ICE Futures impose position limits on contracts held in the last few days of trading in the near month contract to expire. It is unlikely that USL will run up against such position limits because USL s investment strategy is to close out its positions and "roll" from the near month contracts to expire to the next month contracts during a one-day period beginning two weeks from expiration of the contracts. The CFTC has proposed to adopt limits on speculative positions in 25 physical commodity futures and option contracts as well as swaps that are economically equivalent to such contracts in the agriculture, energy and metals markets, which rules were recently re-proposed in January 2020 (the "Position Limit Rules"). The Position Limit Rules would apply to the Benchmark Oil Futures Contract and the ICE WTI Contract. If adopted as proposed, the Position Limit Rules would, among other things: identify which contracts are subject to speculative position limits; set thresholds that restrict the size of speculative positions that a person may hold in the spot month, other individual months, and all months combined; create an exemption for positions that constitute bona fide hedging transactions; impose responsibilities on designated contract markets ("DCMs") and swap execution facilities ("SEFs") to establish position limits or, in some cases, position accountability rules; and apply to both futures and swaps across four relevant venues: OTC, DCMs, SEFs as well as certain non-U.S. located platforms. At this time, it is unclear how the Position Limit Rules may affect USL, but the effect may be substantial and adverse. By way of example, the Position Limit Rules may negatively impact the ability of USL to meet its investment objectives through limits that may inhibit USCF s ability to effectively invest the proceeds from sales of Creation Baskets of USL, in particular amounts and types of its permitted investments to meet its investment objective. Until such time as the Position Limit Rules are adopted, the regulatory architecture in effect prior to the adoption of the Position Limit Rules will govern transactions in commodities and related derivatives. Under that system, the CFTC enforces federal limits on speculation in nine agricultural products (e.g., corn, wheat and soy), while futures exchanges establish and enforce position limits and accountability levels for other agricultural products and certain energy products (e.g., oil and natural gas). As a result, USL may be limited with respect to the size of its investments in any commodities subject to these limits. Under existing and recently adopted CFTC regulations, for the purposes of position limits, a market participant is generally required, subject to certain narrow exceptions, to aggregate all positions for which that participant controls the trading decisions with all positions for which that participant has a 10 percent or greater ownership interest in an account or position, as well as the positions of two or more persons acting pursuant to an express or implied agreement or understanding with that market participant (the "Aggregation Rules"). The Aggregation Rules will also apply with respect to the Position Limit Rules if and when such Position Limit Rules are adopted. All of these limits may potentially cause a tracking error between the price of USL s shares and the average of the prices of the Benchmark Oil Futures Contracts. This may in turn prevent investors from being able to effectively use USL as a way to hedge against crude oil-related losses or as a way to indirectly invest in crude oil. USL has not limited the size of its offering and is committed to utilizing substantially all of its proceeds to purchase Oil Futures Contracts and Other Oil-Related Investments. If USL encounters accountability levels, position limits, or price fluctuation limits for Oil Futures Contracts on the NYMEX or ICE Futures, it may then, if permitted under applicable regulatory requirements, purchase Oil Futures Contracts on other exchanges that trade listed crude oil futures or enter into swaps or other transactions to meet its investment objective. In addition, if USL exceeds accountability levels on either the NYMEX or ICE Futures and is required by such exchanges to reduce its holdings, such reduction could potentially cause a tracking error between the price of USL s shares and the average of the prices of the Benchmark Oil Futures Contracts. Tax Risk An investor s tax liability may exceed the amount of distributions, if any, on its shares. Cash or property will be distributed at the sole discretion of USCF. USCF has not and does not currently intend to make cash or other distributions with respect to shares. Investors will be required to pay U.S. federal income tax and, in some cases, state, local, or foreign income tax, on their allocable share of USL s taxable income, without regard to whether they receive distributions or the amount of any distributions. Therefore, the tax liability of an investor with respect to its shares may exceed the amount of cash or value of property (if any) distributed. An investor s allocable share of taxable income or loss may differ from its economic income or loss on its shares. Due to the application of the assumptions and conventions applied by USL in making allocations for tax purposes and other factors, an investor s allocable share of USL s income, gain, deduction or loss may be different than its economic profit or loss from its shares for a taxable year. This difference could be temporary or permanent and, if permanent, could result in it being taxed on amounts in excess of its economic income. Items of income, gain, deduction, loss and credit with respect to shares could be reallocated and USL could be liable for U.S. federal income tax, if the U.S. Internal Revenue Service ("IRS") does not accept the assumptions and conventions applied by USL in allocating those items, with potential adverse consequences for an investor. The U.S. tax rules pertaining to partnerships are complex and their application to large, publicly traded partnerships such as USL is in many respects uncertain. USL applies certain assumptions and conventions in an attempt to comply with the intent of the applicable rules and to report taxable income, gains, deductions, losses and credits in a manner that properly reflects shareholders economic gains and losses. These assumptions and conventions may not fully comply with all aspects of the Internal Revenue Code (the "Code") and applicable Treasury Regulations, however, and it is possible that the IRS will successfully challenge USL s allocation methods and require USL to reallocate items of income, gain, deduction, loss or credit in a manner that adversely affects investors. USL may be liable for U.S. federal income tax on any "imputed understatement" of tax resulting from an adjustment as a result of an IRS audit. The amount of the imputed understatement generally includes increases in allocations of items of income or gains to any investor and decreases in allocations of items of deduction, loss, or credit to any investor without any offset for any corresponding reductions in allocations of items of income or gain to any investor or increases in allocations of items of deduction, loss, or credit to any investor. If USL is required to pay any U.S. federal income taxes on any imputed understatement, the resulting tax liability would reduce the net assets of USL and would likely have an adverse impact on the value of the shares. Under certain circumstances, USL may be eligible to make an election to cause the investors to take into account the amount of any imputed understatement, including any interest and penalties. The ability of a publicly traded partnership such as USL to make this election is uncertain. If the election is made, USL would be required to provide investors who owned beneficial interests in the shares in the year to which the adjusted allocations relate with a statement setting forth their proportionate shares of the adjustment ("Adjusted K-1s"). The investors would be required to take the adjustment into account in the taxable year in which the Adjusted K-1s are issued. USL could be treated as a corporation for federal income tax purposes, which may substantially reduce the value of the shares. USL has received an opinion of counsel that, under current U.S. federal income tax laws, USL will be treated as a partnership that is not taxable as a corporation for U.S. federal income tax purposes, provided that (i) at least 90 percent of USL s annual gross income will be derived from (x) income and gains from commodities (not held as inventory) or futures, forwards, options, swaps and other notional principal contracts with respect to commodities, and (y) interest income, (ii) USL is organized and operated in accordance with its governing agreements and applicable law and (iii) USL does not elect to be taxed as a corporation for federal income tax purposes. Although USCF anticipates that USL has satisfied and will continue to satisfy the "qualifying income" requirement for all of its taxable years, that result cannot be assured. USL has not requested and will not request any ruling from the IRS with respect to its classification as a partnership not taxable as a corporation for federal income tax purposes. If the IRS were to successfully assert that USL is taxable as a corporation for federal income tax purposes in any taxable year, rather than passing through its income, gains, losses and deductions proportionately to shareholders, USL would be subject to tax on its net income for the year at corporate tax rates. In addition, although USCF does not currently intend to make distributions with respect to shares, any distributions would be taxable to shareholders as dividend income. Taxation of USL as a corporation could materially reduce the after-tax return on an investment in shares and could substantially reduce the value of the shares. USL is organized and operated as a limited partnership in accordance with the provisions of the LP Agreement and applicable state law, and therefore, USL has a more complex tax treatment than traditional mutual funds. USL is organized and operated as a limited partnership in accordance with the provisions of the LP Agreement and applicable state law. No U.S. federal income tax is paid by USL on its income. Instead, USL will furnish shareholders each year with tax information on IRS Schedule K-1 (Form 1065) and each U.S. shareholder is required to report on its U.S. federal income tax return its allocable share of the income, gain, loss and deduction of USL. This must be reported without regard to the amount (if any) of cash or property the shareholder receives as a distribution from USL during the taxable year. A shareholder, therefore, may be allocated income or gain by USL but receive no cash distribution with which to pay the tax liability resulting from the allocation, or may receive a distribution that is insufficient to pay such liability. In addition to federal income taxes, shareholders may be subject to other taxes, such as state and local income taxes, unincorporated business taxes, business franchise taxes and estate, inheritance or intangible taxes that may be imposed by the various jurisdictions in which USL does business or owns property or where the shareholders reside. Although an analysis of those various taxes is not presented here, each prospective shareholder should consider their potential impact on its investment in USL. It is each shareholder s responsibility to file the appropriate U.S. federal, state, local and foreign tax returns. If USL is required to withhold tax with respect to any Non-U.S. shareholders, the cost of such withholding may be borne by all shareholders. Under certain circumstances, USL may be required to pay withholding tax with respect to allocations to Non-U.S. shareholders. Although the LP Agreement provides that any such withholding will be treated as being distributed to the Non-U.S. shareholder, USL may not be able to cause the economic cost of such withholding to be borne by the Non-U.S. shareholder on whose behalf such amounts were withheld since it does not generally expect to make any distributions. Under such circumstances, the economic cost of the withholding may be borne by all shareholders, not just the shareholders on whose behalf such amounts were withheld. This could have a material impact on the value of the shares. The impact of U.S. tax reform on USL is uncertain. On December 22, 2017, H.R. 1, the bill formerly known as the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), was signed into law. The Tax Act substantially alters the U.S. federal tax system in a variety of ways, including significant changes to the taxation of business entities, the deductibility of interest expense, and the tax treatment of capital investment. We cannot predict with certainty how any changes in the tax laws might affect the U.S. economy or the demand for and the price of commodities. As a result, it is possible that the Tax Act, as well as any U.S. Treasury regulations, administrative interpretations or court decisions interpreting the Tax Act and any future legislation related to tax reform, could have unexpected or negative impacts on USL and some or all of its shareholders. Shareholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in USL. OTC Contract Risk USL will be subject to credit risk with respect to counterparties to OTC contracts entered into by USL or held by special purpose or structured vehicles. USL faces the risk of non-performance by the counterparties to the OTC contracts. Unlike in futures contracts, the counterparty to these contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, there will be greater counterparty credit risk in these transactions. A counterparty may not be able to meet its obligations to USL, in which case USL could suffer significant losses on these contracts. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, USL may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. USL may obtain only limited recovery or may obtain no recovery in such circumstances. Valuing OTC derivatives may be less certain than actively traded financial instruments. In general, valuing OTC derivatives is less certain than valuing actively traded financial instruments such as exchange traded futures contracts and securities or cleared swaps because the price and terms on which such OTC derivatives are entered into or can be terminated are individually negotiated, and those prices and terms may not reflect the best price or terms available from other sources. In addition, while market makers and dealers generally quote indicative prices or terms for entering into or terminating OTC contracts, they typically are not contractually obligated to do so, particularly if they are not a party to the transaction. As a result, it may be difficult to obtain an independent value for an outstanding OTC derivatives transaction. Other Risks Certain of USL s investments could be illiquid, which could cause large losses to investors at any time or from time to time. Futures positions cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption, such as a foreign government taking political actions that disrupt the market for its currency, its crude oil production or exports, or another major export, can also make it difficult to liquidate a position. Because both Oil Futures Contracts and Other Oil-Related Investments may be illiquid, USL s Oil Interests may be more difficult to liquidate at favorable prices in periods of illiquid markets and losses may be incurred during the period in which positions are being liquidated. The large size of the positions that USL may acquire increases the risk of illiquidity both by making its positions more difficult to liquidate and by potentially increasing losses while trying to do so. OTC contracts that are not subject to clearing may be even less marketable than futures contracts because they are not traded on an exchange, do not have uniform terms and conditions, and are entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, they are not transferable without the consent of the counterparty. These conditions make such contracts less liquid than standardized futures contracts traded on a commodities exchange and could adversely impact USL s ability to realize the full value of such contracts. In addition, even if collateral is used to reduce counterparty credit risk, sudden changes in the value of OTC transactions may leave a party open to financial risk due to a counterparty default since the collateral held may not cover a party s exposure on the transaction in such situations. USL is not actively managed and tracks the Benchmark Oil Futures Contracts during periods in which the prices of the Benchmark Oil Futures Contracts are flat or declining as well as when the prices are rising. USL is not actively managed by conventional methods. Accordingly, if USL s investments in Oil Interests are declining in value, USL will not close out such positions except in connection with paying the proceeds to an Authorized Participant upon the redemption of a basket or closing out futures positions in connection with the monthly change in the Benchmark Oil Futures Contracts. USCF will seek to cause the NAV of USL s shares to track the Benchmark Oil Futures Contracts during periods in which its price is flat or declining as well as when the price is rising. The NYSE Arca may halt trading in USL s shares, which would adversely impact an investor s ability to sell shares. USL s shares are listed for trading on the NYSE Arca under the market symbol "USL." Trading in shares may be halted due to market conditions or, in light of NYSE Arca rules and procedures, for reasons that, in the view of the NYSE Arca, make trading in shares inadvisable. In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to "circuit breaker" rules that require trading to be halted for a specified period based on a specified market decline. Additionally, there can be no assurance that the requirements necessary to maintain the listing of USL s shares will continue to be met or will remain unchanged. The liquidity of the shares may also be affected by the withdrawal from participation of Authorized Participants, which could adversely affect the market price of the shares. In the event that one or more Authorized Participants which have substantial interests in the shares withdraw from participation, the liquidity of the shares will likely decrease, which could adversely affect the market price of the shares and result in investors incurring a loss on their investment. Shareholders that are not Authorized Participants may only purchase or sell their shares in secondary trading markets, and the conditions associated with trading in secondary markets may adversely affect investors investment in the shares. Only Authorized Participants may directly purchase from, or redeem shares with, USL through Creation Baskets or Redemption Baskets. All other investors that desire to purchase or sell shares must do so through the NYSE Arca or in other markets, if any, in which the shares may be traded. Shares may trade at a premium or discount to NAV per share. The lack of an active trading market for USL s shares may result in losses on an investor s investment in USL at the time the investor sells the shares. Although USL s shares are listed and traded on the NYSE Arca, there can be no guarantee that an active trading market for the shares will be maintained. If an investor needs to sell shares at a time when no active trading market for them exists, the price the investor receives upon sale of the shares, assuming they were able to be sold, likely would be lower than if an active market existed. USL could become leveraged if it had insufficient assets to completely meet its margin or collateral requirements relating to its investments. Although USL does not and will not borrow money or use debt to satisfy its margin or collateral obligations in respect of its investments, it could become leveraged if USL were to hold insufficient assets that would allow it to meet not only the current, but also future, margin or collateral obligations required for such investments. Such a circumstance could occur if USL were to hold assets that have a value of less than zero. USCF endeavors to have the value of USL s Treasuries, cash and cash equivalents, whether held by USL or posted as margin or other collateral, at all times approximate the aggregate market value of its obligations under its Oil Futures Contracts and Other Oil-Related Investments. Although permitted to do so under its Limited Partnership Agreement, USL has not and does not intend to leverage its assets by making investments beyond its potential ability to meet the potential margin and collateral obligations relating to such investments. Consistent with this, USL s investments, will take into account the need for USL to make permitted investments that also allow it to maintain adequate liquidity to meet its margin and collateral requirements and to avoid, to the extent reasonably possible, USL becoming leveraged, including by its holding of assets that have a high probability of having a value of less than zero. If market conditions require it, these risk reduction procedures may occur on short notice. Limited partners and shareholders do not participate in the management of USL and do not control USCF, so they do not have any influence over basic matters that affect USL. The limited partners and shareholders take no part in the management or control, and have a minimal voice in USL s operations or business. Limited partners and shareholders must therefore rely upon the duties and judgment of USCF to manage USL s affairs. Limited partners and shareholders have no right to elect USCF on an annual or any other continuing basis. If USCF voluntarily withdraws, however, the holders of a majority of USL s outstanding shares (excluding for purposes of such determination shares owned, if any, by the withdrawing general partner and its affiliates) may elect its successor. USCF may not be removed as general partner except upon approval by the affirmative vote of the holders of at least 66 2/3 percent of USL s outstanding shares (excluding shares, if any, owned by USCF and its affiliates), subject to the satisfaction of certain conditions set forth in the LP Agreement. Limited partners may have limited liability in certain circumstances, including potentially having liability for the return of wrongful distributions. Under Delaware law, a limited partner might be held liable for USL s obligations as if it were a general partner if the limited partner participates in the control of the partnership s business and the persons who transact business with the partnership think the limited partner is the general partner. A limited partner will not be liable for assessments in addition to its initial capital investment in any of USL s shares. However, a limited partner may be required to repay to USL any amounts wrongfully returned or distributed to it under some circumstances. Under Delaware law, USL may not make a distribution to limited partners if the distribution causes USL s liabilities (other than liabilities to partners on account of their partnership interests and nonrecourse liabilities) to exceed the fair value of USL s assets. Delaware law provides that a limited partner who receives such a distribution and knew at the time of the distribution that the distribution violated the law will be liable to the limited partnership for the amount of the distribution for three years from the date of the distribution. The LLC Agreement provides limited authority to the Non-Management Directors, and any Director of USCF may be removed by USCF s parent company, which is wholly owned by Concierge Technologies, Inc., a controlled public company where the majority of shares are owned by Nicholas Gerber along with certain other family members and certain other shareholders. USCF s Board of Directors (the "Board") currently consists of four Management Directors, each of whom are also executive officers or employees of USCF ("Management Directors"), and three Non-Management Directors, each of whom are considered independent for purposes of applicable NYSE Arca and SEC rules. Under USCF s Sixth Amended and Restated Limited Liability Company Agreement, dated as of May 15, 2015 (as amended from time to time), the ("LLC Agreement"), the Non-Management Directors have only such authority as the Management Directors expressly confer upon them, which means that the Non-Management Directors may have less authority to control the actions of the Management Directors than is typically the case with the independent members of a company s Board. In addition, any Director may be removed by written consent of Wainwright Holdings, Inc. ("Wainwright"), which is the sole member of USCF. The sole shareholder of Wainwright is Concierge Technologies Inc., a company publicly traded under the ticker symbol "CNCG" ("Concierge"). Mr. Nicholas Gerber along with certain family members and certain other shareholders, own the majority of the shares in Concierge, which is the sole shareholder of Wainwright, the sole member of USCF. Accordingly, although USCF is governed by the Board, which consists of both Management Directors and Non-Management Directors, pursuant to the LLC Agreement, it is possible for Mr. Gerber to exercise his indirect control of Wainwright to effect the removal of any Director (including the Non-Management Directors which comprise the Audit Committee) and to replace that Director with another Director. Having control in one person could have a negative impact on USCF and USL, including their regulatory obligations. There is a risk that USL will not earn trading gains sufficient to compensate for the fees and expenses that it must pay and as such USL may not earn any profit. USL pays brokerage charges of approximately 0.013% of average total net assets based on brokerage fees of $3.50 per buy or sell, management fees of 0.60% of NAV on its average net assets, and OTC spreads and extraordinary expenses (e.g., subsequent offering expenses, other expenses not in the ordinary course of business, including the indemnification of any person against liabilities and obligations to the extent permitted by law and required under the LP Agreement and under agreements entered into by USCF on USL s behalf and the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expenses and the settlement of claims and litigation) that cannot be quantified. These fees and expenses must be paid in all cases regardless of whether USL s activities are profitable. Accordingly, USL must earn trading gains sufficient to compensate for these fees and expenses before it can earn any profit. USL is subject to extensive regulatory reporting and compliance. USL is subject to a comprehensive scheme of regulation under the federal commodities and securities laws. USL could be subject to sanctions for a failure to comply with those requirements, which could adversely affect its financial performance (in the case of financial penalties) or ability to pursue its investment objective (in the case of a limitation on its ability to trade). Because USL s shares are publicly traded, USL is subject to certain rules and regulations of federal, state and financial market exchange entities charged with the protection of investors and the oversight of companies whose securities are publicly traded. These entities include the Public Company Accounting Oversight Board (the "PCAOB"), the SEC, the CFTC, the National Futures Association (the "NFA"), and NYSE Arca and these authorities have continued to develop additional regulations or interpretations of existing regulations. USL s ongoing efforts to comply with these regulations and interpretations have resulted in, and are likely to continue resulting in, a diversion of management s time and attention from revenue-generating activities to compliance related activities. USL is responsible for establishing and maintaining adequate internal control over financial reporting. USL s internal control system is designed to provide reasonable assurance to its management regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may provide only reasonable assurance with respect to financial statement preparation and presentation. Regulatory changes or actions, including the implementation of new legislation, is impossible to predict but may significantly and adversely affect USL. The futures markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the CFTC and futures exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading. Regulation of commodity interest transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Considerable regulatory attention has been focused on non-traditional investment pools that are publicly distributed in the United States. In addition, the SEC, CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading. Further, various national governments outside of the United States have expressed concern regarding the disruptive effects of speculative trading in the energy markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change on USL is impossible to predict, but it could be substantial and adverse. USL is not a registered investment company so shareholders do not have the protections of the 1940 Act. USL is not an investment company subject to the 1940 Act. Accordingly, investors do not have the protections afforded by that statute, which, for example, requires investment companies to have a majority of disinterested directors and regulates the relationship between the investment company and its investment manager. Trading in international markets could expose USL to credit and regulatory risk. USL invests primarily in Oil Futures Contracts, a significant portion of which are traded on United States exchanges, including the NYMEX. However, a portion of USL s trades may take place on markets and exchanges outside the United States. Trading on such non-U.S. markets or exchanges presents risks because they are not subject to the same degree of regulation as their U.S. counterparts, including potentially different or diminished investor protections. In trading contracts denominated in currencies other than U.S. dollars, USL is subject to the risk of adverse exchange-rate movements between the dollar and the functional currencies of such contracts. Additionally, trading on non-U.S. exchanges is subject to the risks presented by exchange controls, expropriation, increased tax burdens and exposure to local economic declines and political instability. An adverse development with respect to any of these variables could reduce the profit or increase the loss earned on trades in the affected international markets. USL and USCF may have conflicts of interest, which may permit them to favor their own interests to the detriment of shareholders. USL is subject to actual and potential inherent conflicts involving USCF, various commodity futures brokers and Authorized Participants. USCF s officers, directors and employees do not devote their time exclusively to USL and are also directors, officers or employees of other entities that may compete with USL for their services. They could have a conflict between their responsibilities to USL and to those other entities. As a result of these and other relationships, parties involved with USL have a financial incentive to act in a manner other than in the best interests of USL and the shareholders. USCF has not established any formal procedure to resolve conflicts of interest. Consequently, investors are dependent on the good faith of the respective parties subject to such conflicts of interest to resolve them equitably. Although USCF attempts to monitor these conflicts, it is extremely difficult, if not impossible, for USCF to ensure that these conflicts do not, in fact, result in adverse consequences to the shareholders. See "Conflicts of Interest" below at page 37. USCF serves as the general partner or sponsor to each of USL and the Related Public Funds. USCF may have a conflict to the extent that its trading decisions for USL may be influenced by the effect they would have on the other funds it manages. By way of example, if, as a result of reaching position limits imposed by the NYMEX, USL purchased Benchmark Oil Futures Contracts, this decision could impact USL s ability to purchase additional Benchmark Oil Futures Contracts if the number of contracts held by funds managed by USCF reached the maximum allowed by the NYMEX. Similar situations could adversely affect the ability of any fund to track the Benchmark Oil Futures Contract. USL may also be subject to certain conflicts with respect to its futures commission merchant ("FCM"), including, but not limited to, conflicts that result from receiving greater amounts of compensation from other clients, or purchasing opposite or competing positions on behalf of third-party accounts traded through the FCM. In addition, USCF s principals, officers, directors or employees may trade futures and related contracts for their own account. A conflict of interest may exist if their trades are in the same markets and at the same time as USL trades using the clearing broker to be used by USL. A potential conflict also may occur if USCF s principals, officers, directors or employees trade their accounts more aggressively or take positions in their accounts which are opposite, or ahead of, the positions taken by USL. USL could terminate at any time and cause the liquidation and potential loss of an investor s investment and could upset the overall maturity and timing of an investor s investment portfolio. USL may terminate at any time, regardless of whether USL has incurred losses, subject to the terms of the LP Agreement. In particular, unforeseen circumstances, including, but not limited to, (i) market conditions, regulatory requirements, risk mitigation measures taken by USL or third parties or otherwise that would lead USL to determine that it could no longer foreseeably meet its investment objective or that USL s aggregate net assets in relation to its operating expenses or its margin or collateral requirements make the continued operation of USL unreasonable or imprudent, or (ii) adjudication of incompetence, bankruptcy, dissolution, or removal of USCF as the general partner of USL, could cause USL to terminate unless a majority interest of the limited partners within 90 days of the event elects to continue the partnership and appoints a successor general partner, or the affirmative vote of a majority in interest of the limited partners subject to certain conditions. However, no level of losses will require USCF to terminate USL. USL s termination would cause the liquidation and potential loss of an investor s investment. Termination could also negatively affect the overall maturity and timing of an investor s investment portfolio. USL does not expect to make cash distributions. USL has not previously made any cash distributions and intends to reinvest any realized gains in additional Oil Interests rather than distributing cash to limited partners or other shareholders. Therefore, unlike mutual funds, commodity pools or other investment pools that actively manage their investments in an attempt to realize income and gains from their investing activities and distribute such income and gains to their investors, USL generally does not expect to distribute cash to limited partners. An investor should not invest in USL if the investor will need cash distributions from USL to pay taxes on its share of income and gains of USL, if any, or for any other reason. Nonetheless, although USL does not intend to make cash distributions, the income earned from its investments held directly or posted as margin may reach levels that merit distribution, e.g., at levels where such income is not necessary to support its underlying investments in Oil Interests and investors adversely react to being taxed on such income without receiving distributions that could be used to pay such tax. If this income becomes significant then cash distributions may be made. An unanticipated number of redemption requests during a short period of time could have an adverse effect on USL s NAV. If a substantial number of requests for redemption of Redemption Baskets are received by USL during a relatively short period of time, USL may not be able to satisfy the requests from USL s assets not committed to trading. As a consequence, it could be necessary to liquidate positions in USL s trading positions before the time that the trading strategies would otherwise dictate liquidation. An unanticipated number of creation requests during a short period of time could result in a shortage of shares. While USCF makes every effort to predict and maintain an adequate amount of shares outstanding, if a substantial number of requests for Creation Baskets are received by USL during a relatively short period of time that substantially differ from past creation volumes, due to market volatility or otherwise, including, for example, volatility that occurred during the COVID-19 pandemic and disputes among oil-producing countries regarding limits on the production of crude oil. Among other things, such conditions could result in circumstances where, because of high demand for its shares, USO may not have sufficient shares available for sale to satisfy demand and Authorized Participants may, therefore, be unable to purchase additional Creation Baskets. In the event that there was a suspension in the ability of Authorized Participants to purchase additional Creation Baskets, Authorized Participants and other groups that make a market in shares of USL would likely still continue to actively trade the shares. However, in such a situation, Authorized Participants and other market makers may seek to adjust the market they make in the shares. Specifically, such market participants may increase the spread between the prices that they quote for offers to buy and sell shares to allow them to adjust to the potential uncertainty as to when they might be able to purchase additional Creation Baskets of shares. In addition, Authorized Participants may be less willing to offer to quote offers to buy or sell shares in large numbers. The potential impact of either wider spreads between bid and offer prices, or reduced number of shares on which quotes may be available, could increase the trading costs to investors in USL compared to the quotes and the number of shares on which bids and offers are made if the Authorized Participants still were able to freely create new baskets of shares. In addition, there could be a significant variation between the market price at which shares are traded and the shares net asset value, which is also the price shares can be redeemed with USL by Authorized Participants in Redemption Baskets. The foregoing could also create significant deviations from USL s investment objective. Any potential impact to the market in shares of USL that could occur from the Authorized Participants inability to create new baskets would likely not extend beyond the time when additional shares would be registered and available for distribution. The Fund may potentially lose money on its holdings of money market mutual funds. The SEC adopted amendments to Rule 2a-7 under the 1940 Act which became effective in 2016, to reform money market funds ("MMFs"). While the rule applies only to MMFs, it may indirectly affect institutional investors such as USL. A portion of USL s assets that are not used for margin or collateral in the Futures Contracts currently are invested in government MMFs. USL does not hold any non-government MMFs and does not anticipate investing in any non-government MMFs. However, if USL invests in other types of MMFs besides government MMFs in the future, USL could be negatively impacted by investing in an MMF that does not maintain a stable $1.00 NAV or that has the potential to impose redemption fees and gates (temporary suspension of redemptions). Although such government money market funds seek to preserve the value of an investment at $1.00 per share, there is no guarantee that they will be able to do so and USL may lose money by investing in a government money market fund. An investment in a government money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation, referred to herein as the FDIC, or any other government agency. The share price of a government money market fund can fall below the $1.00 share price. USL cannot rely on or expect a government money market fund s adviser or its affiliates to enter into support agreements or take other actions to maintain the government money market fund s $1.00 share price. The credit quality of a government money market fund s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the government money market fund s share price. Due to fluctuations in interest rates, the market value of securities held by a government money market fund may vary. A government money market fund s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. The failure or bankruptcy of a clearing broker or the Fund s Custodian could result in a substantial loss of USL s assets and could impair USL in its ability to execute trades. The Commodity Exchange Act and CFTC regulations impose several requirements on FCMs and clearing houses that are designed to protect customers, including mandating the implementation of risk management programs, internal monitoring and controls, capital and liquidity standards, customer disclosures, and auditing and examination programs. In particular, the Commodity Exchange Act and CFTC regulations require FCM and clearing houses to segregate all funds received from customers from proprietary assets. There can be no assurance that the requirements imposed by the Commodity Exchange Act and CFTC regulations will prevent losses to, or not materially adversely affect, USL or its investors. In particular, in the event of an FCM s or clearing house s bankruptcy, USL could be limited to recovering either a pro rata share of all available funds segregated on behalf of the FCM s combined customer accounts or USL may not recover any assets at all. USL may also incur a loss of any unrealized profits on its open and closed positions. This is because if such a bankruptcy were to occur, USL would be afforded the protections granted to customers of an FCM, and participants to transactions cleared through a clearing house, under the United States Bankruptcy Code and applicable CFTC regulations. Such provisions generally provide for a pro rata distribution to customers of customer property held by the bankrupt FCM or an exchange s clearing house if the customer property held by the FCM or the exchange s clearing house is insufficient to satisfy all customer claims. Bankruptcy of a clearing FCM can be caused by, among other things, the default of one of the FCM s customers. In this event, the exchange s clearing house is permitted to use the entire amount of margin posted by USL (as well as margin posted by other customers of the FCM) to cover the amounts owed by the bankrupt FCM. Consequently, USL could be unable to recover amounts due to it on its futures positions, including assets posted as margin, and could sustain substantial losses. Notwithstanding that USL could sustain losses upon the failure or bankruptcy of its FCM, the majority of USL s assets are held in Treasuries, cash and/or cash equivalents with USL s Custodian and would not be impacted by the bankruptcy of an FCM. The failure or bankruptcy of USL s Custodian could result in a substantial loss of USL s assets. The majority of USL s assets are held in Treasuries, cash and/or cash equivalents with the Custodian. The insolvency of the Custodian could result in a complete loss of USL s assets held by that Custodian, which, at any given time, would likely comprise a substantial portion of USL s total assets. Third parties may infringe upon or otherwise violate intellectual property rights or assert that USCF has infringed or otherwise violated their intellectual property rights, which may result in significant costs and diverted attention. It is possible that third parties might utilize USL s intellectual property or technology, including the use of its business methods, trademarks and trading program software, without permission. USCF has a patent for USL s business method and has registered its trademarks. USL does not currently have any proprietary software. However, if it obtains proprietary software in the future, any unauthorized use of USL s proprietary software and other technology could also adversely affect its competitive advantage. USL may not have adequate resources to implement procedures for monitoring unauthorized uses of its patents, trademarks, proprietary software and other technology. Also, third parties may independently develop business methods, trademarks or proprietary software and other technology similar to that of USCF or claim that USCF has violated their intellectual property rights, including their copyrights, trademark rights, trade names, trade secrets and patent rights. As a result, USCF may have to litigate in the future to protect its trade secrets, determine the validity and scope of other parties proprietary rights, defend itself against claims that it has infringed or otherwise violated other parties rights, or defend itself against claims that its rights are invalid. Any litigation of this type, even if USCF is successful and regardless of the merits, may result in significant costs, divert its resources from USL, or require it to change its proprietary software and other technology or enter into royalty or licensing agreements. Due to the increased use of technologies, intentional and unintentional cyber-attacks pose operational and information security risks. With the increased use of technologies such as the internet and the dependence on computer systems to perform necessary business functions, USL is susceptible to operational and information security risks. In general, cyber incidents can result from deliberate attacks or unintentional events such as a cyber-attack against USL, a natural catastrophe, an industrial accident, failure of USL s disaster recovery systems, or consequential employee error. Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites. Cyber security failures or breaches of USL s clearing broker or third party service provider (including, but not limited to, index providers, the administrator and transfer agent, the custodian), have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of USL shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. Adverse effects can become particularly acute if those events affect USL s electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality of our data. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. USL and its shareholders could be negatively impacted as a result. While USL has established business continuity plans, there are inherent limitations in such plans. ADDITIONAL INFORMATION ABOUT USL, ITS INVESTMENT OBJECTIVE AND INVESTMENTS USL is a Delaware limited partnership organized on June 27, 2007. It operates pursuant to the terms of the Third Amended and Restated Agreement of Limited Partnership dated as of December 15, 2017 (as amended from time to time, the "LP Agreement"), which grants full management control of USL to USCF. USL maintains its main business office at 1850 Mt. Diablo Boulevard, Suite 640, Walnut Creek, California 94596. The net assets of USL consist primarily of investments in Oil Futures Contracts and, to a lesser extent, in order to comply with regulatory requirements or in view of market conditions, Other Oil-Related Investments. Market conditions that USCF currently anticipates could cause USL to invest in Other Oil-Related Investments include those allowing USL to obtain greater liquidity or to execute transactions with more favorable pricing. USL invests substantially the entire amount of its assets in Oil Futures Contracts while supporting such investments by holding the amounts of its margin, collateral and other requirements relating to these obligations in short-term obligations of the United States of two years or less ("Treasuries"), cash and cash equivalents. The daily holdings of USL are available on USL s website at www.uscfinvestments.com. USL invests in Oil Interests to the fullest extent possible without being leveraged or unable to satisfy its current or potential margin or collateral obligations with respect to its investments in Oil Interests. In pursuing this objective, the primary focus of USCF, is the investment in Oil Futures Contracts and the management of USL s investments in Treasuries, cash and/or cash equivalents for margining purposes and as collateral. USL seeks to invest in a combination of Oil Interests such that the daily changes in its NAV, measured in percentage terms, will closely track the daily changes in the price of the Benchmark Oil Futures Contracts, also measured in percentage terms. As a specific benchmark, USCF endeavors to place USL s trades in Oil Interests and otherwise manage USL s investments so that "A" will be within plus/ minus ten percent (10%) of "B", where: A is the average daily percentage change in USL s per share NAV for any period of 30 successive valuation days; i.e., any NYSE Arca trading day as of which USL calculates its per share NAV; and B is the average daily percentage change in the average of the prices of the Benchmark Oil Futures Contracts over the same period. USCF believes that market arbitrage opportunities will cause the daily changes in USL s share price on the NYSE Arca to closely track the daily changes in USL s NAV per share. USCF further believes that the daily changes in USL s NAV in percentage terms will closely track the daily changes in percentage terms in the average of the prices of the Benchmark Oil Futures Contracts, less USL s expenses. The following two graphs demonstrate the correlation between the changes in USL s NAV and the changes in the Benchmark Oil Futures Contract. The first graph exhibits the daily changes in the last 30 valuation days ended March 31, 2020. The second graph measures monthly changes from March 31, 2015 through March 31, 2020. *PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS *PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS USCF employs a "neutral" investment strategy in order to track changes in the average prices of the Benchmark Oil Futures Contracts regardless of whether these prices go up or go down. USL s "neutral" investment strategy is designed to permit investors generally to purchase and sell USL s shares for the purpose of investing indirectly in crude oil in a cost-effective manner, and/or to permit participants in the oil or other industries to hedge the risk of losses in their crude oil-related transactions. Accordingly, depending on the investment objective of an individual investor, the risks generally associated with investing in crude oil and/or the risks involved in hedging may exist. In addition, an investment in USL involves the risk that the daily changes in the price of USL s shares, in percentage terms, will not accurately track the daily changes in the average prices of the Benchmark Oil Futures Contracts, in percentage terms, and that daily changes in the Benchmark Oil Futures Contracts, in percentage terms, will not closely correlate with daily changes in the spot prices of light, sweet crude oil, in percentage terms. An alternative tracking measurement of the return performance of USL versus the return of its Benchmark Oil Futures Contracts can be calculated by comparing the actual average of the prices of its return of USL, measured by changes in its per share NAV, versus the expected changes in its per share NAV under the assumption that USL s returns had been exactly the same as the daily changes in its Benchmark Oil Futures Contracts. For the year ended March 31 2020, the actual total return of USL as measured by changes in its per share NAV was (47.02)%. This is based on an initial per share NAV of $22.95 as of December 31, 2019 and an ending per share NAV as of March 31, 2020 of $12.16. During this time period, USL made no distributions to its shareholders. However, if USL s daily changes in its per share NAV had instead exactly tracked the changes in the daily total return of the Benchmark Oil Futures Contracts, USL would have had an estimated per share NAV of $12.14 as of March 31, 2020, for a total return over the relevant time period of (47.10)%. The difference between the actual per share NAV total return of USL of (47.02)% and the expected total return based on the Benchmark Oil Futures Contracts of (47.10)% was an error over the time period of 0.08%, which is to say that USL s actual total return outperformed its benchmark by that percentage. USL incurs expenses primarily composed of the management fee, brokerage commissions for the buying and selling of futures contracts, and other expenses. The impact of these expenses, offset by interest and dividend income, and net of positive or negative execution, tends to cause daily changes in the per share NAV of USL to track slightly lower or higher than daily changes in the price of the Benchmark Oil Futures Contracts. Impact of Contango and Backwardation on Total Returns Several factors determine the total return from investing in futures contracts. One factor arises from "rolling" futures contracts that will expire at the end of the current month (the "near" or "front" month contract) forward each month prior to expiration. For a strategy that entails holding the near month contract, the price relationship between that futures contract and the next month futures contract will impact returns. For example, if the price of the near month futures contract is higher than the next futures month contract (a situation referred to as "backwardation"), then absent any other change, the price of a next month futures contract tends to rise in value as it becomes the near month futures contract and approaches expiration. Conversely, if the price of a near month futures contract is lower than the next month futures contract (a situation referred to as "contango"), then absent any other change, the price of a next month futures contract tends to decline in value as it becomes the near month futures contract and approaches expiration. As an example, assume that the price of crude oil for immediate delivery, is $50 per barrel, and the value of a position in the near month futures contract is also $50. Over time, the price of crude oil will fluctuate based on a number of market factors, including demand for oil relative to supply. The value of the near month futures contract will likewise fluctuate in reaction to a number of market factors. If an investor seeks to maintain a position in a near month futures contract and not take delivery of physical barrels of crude oil, the investor must sell the current near month futures contract as it approaches expiration and invest in the next month futures contract. In order to continue holding a position in the current near month futures contract, this "roll" forward of the futures contract must be executed every month. Contango and backwardation are natural market forces that have impacted the total return on an investment in USL s shares during the past year relative to a hypothetical direct investment in crude oil. In the future, it is likely that the relationship between the market price of USL s shares and changes in the spot prices of light, sweet crude oil will continue to be impacted by contango and backwardation. It is important to note that this comparison ignores the potential costs associated with physically owning and storing crude oil, which could be substantial. If the futures market is in backwardation, e.g., when the price of the near month futures contract is higher than the price of the next month futures contract, the investor would buy a next month futures contract for a lower price than the current near month futures contract. Assuming the price of the next month futures contract was $49 per barrel, or 2% cheaper than the $50 near month futures contract, then, hypothetically, and assuming no other changes (e.g., to either prevailing crude oil prices or the price relationship between the spot price, the near month contract and the next month contract, and, ignoring the impact of commission costs and the income earned on cash and/or cash equivalents), the value of the $49 next month futures contract would rise to $50 as it approaches expiration. In this example, the value of an investment in the next month futures contract would tend to outperform the spot price of crude oil. As a result, it would be possible for the new near month futures contract to rise 12% while the spot price of crude oil may have risen a lower amount, e.g., only 10%. Similarly, the spot price of crude oil could have fallen 10% while the value of an investment in the futures contract might have fallen another amount, e.g., only 8%. Over time, if backwardation remained constant, this difference between the spot price and the futures contract price would continue to increase. If the futures market is in contango, an investor would be buying a next month futures contract for a higher price than the current near month futures contract. Again, assuming the near month futures contract is $50 per barrel, the price of the next month futures contract might be $51 per barrel, or 2% more expensive than the front month futures contract. Hypothetically, and assuming no other changes, the value of the $51 next month futures contract would fall to $50 as it approaches expiration. In this example, the value of an investment in the second month would tend to underperform the spot price of crude oil. As a result, it would be possible for the new near month futures contract to rise only 10% while the spot price of crude oil may have risen a higher amount, e.g., 12%. Similarly, the spot price of crude oil could have fallen 10% while the value of an investment in the second month futures contract might have fallen another amount, e.g., 12%. Over time, if contango remained constant, this difference between the spot price and the futures contract price would continue to increase. The chart below compares the daily price of the near month crude oil futures contract to the price of 13th month crude oil futures contract (i.e. a contract one year forward) over the last 10 years. When the price of the near month futures contract is higher than the price of the 13th month futures contract, the market would be described as being in backwardation. When the price of the near month futures contract is lower than the 13th month futures contract, the market would be described as being in contango. Although the price of the near month futures contract and the price of the 13th month futures contract tend to move together, it can be seen that at times the near month futures contract prices are higher than the 13th month futures contract prices (backwardation) and, at other times, the near month futures contract prices are lower than the 13th month futures contract prices (contango). *PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS An alternative way to view the same data is to subtract the dollar price of the 13th month crude oil futures contract from the dollar price of the near month crude oil futures contract, as shown in the chart below. When the difference is positive, the market is in backwardation. When the difference is negative, the market is in contango. The crude oil market spent time in both backwardation and contango during the last ten years. The chart below shows the results from subtracting the average dollar price of the near 12-months contracts from the near month price for the 10-year period between March 31, 2010 and March 31, 2020. Investors will note that the crude oil market spent time in both backwardation and contango. *PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS An investment in a portfolio that owned only the near month crude oil futures contract would likely produce a different result than an investment in a portfolio that owned an equal number of each of the near 12 months of crude oil futures contracts. Generally speaking, when the crude oil futures market is in backwardation, a portfolio of only the near month crude oil futures contract may tend to have a higher total return than a portfolio of 12 months of the crude oil futures contract. Conversely, if the crude oil futures market was in contango, the portfolio containing only 12 months of crude oil futures contracts may tend to outperform the portfolio holding only the near month crude oil futures contract. Historically, the crude oil futures markets have experienced periods of contango and backwardation, with backwardation being in place somewhat less often than contango since oil futures trading started in 1983. Following the global financial crisis in the fourth quarter of 2008, the crude oil market moved into contango and remained in contango for a period of several years. During parts of 2009, the level of contango was unusually steep as a combination of slack U.S. and global demand for crude oil and issues involving the physical transportation and storage of crude oil at Cushing, Oklahoma, the primary pricing point for oil traded in the U.S., led to unusually high inventories of crude oil. A combination of improved transportation and storage capacity, along with growing demand for crude oil globally, moderated the inventory build-up and led to reduced levels of contango by 2011. However, at the end of November 2014, global crude oil inventories grew rapidly after the Organization of Petroleum Exporting Countries ("OPEC") voted to defend its market share against U.S. shale-oil producers, resulting in another period during which the crude oil market remained primarily in contango. This period of contango continued through December 31, 2017. Declining global crude oil inventories caused the market to flip into backwardation at the beginning of 2018 through late October 2018, at which point ongoing supply growth in the U.S., combined with increased OPEC production, once again led market participants to fear another global glut of crude oil. The crude oil market was primarily in contango the first half of 2019 and in backwardation from August 2019 through mid-January 2020, when it flipped back into contango. In March 2020, contango dramatically increased and reached historic levels during the economic crisis arising from the COVID-19 pandemic and disputes among oil-producing countries regarding limits on oil production levels. This contango was due to significant market volatility that has occurred and is continuing in the crude oil markets as well as the oil futures markets. Oil prices have collapsed in the wake of the COVID-19 demand shock, which reduced global petroleum consumption, and the price war launched by Saudi Arabia at the beginning of March 2020 in response to Russia s unwillingness to participate in extending previously agreed upon supply cuts. An estimated twenty million barrels a day of crude demand evaporated as a result of quarantines and massive drops in industrial and manufacturing activity. In addition, the United States, OPEC, Russia, and other oil producers around the world agreed to a historic 9.7 million barrel per day cut to crude supply. In the short term, this cut does not close the gap relative to the massive drop in demand. However, the duration of the agreement, lasting until 2022, should allow oil prices to slowly recover as demand re-materializes. The supply cut may also reduce at least some of the unprecedented volatility oil markets experienced in the Spring of 2020. As the crisis continues into the second quarter of 2020, and potentially beyond, demand weakness and limited storage capacity will continue to put pressure on crude oil in the near term. Prior to 2020, periods of contango or backwardation have not materially impacted USL s investment objective of having the daily percentage changes in its per share NAV track the daily percentage changes in the price of the Benchmark Oil Futures Contract since the impact of backwardation and contango tended to equally impact the daily percentage changes in price of both USL s shares and the Benchmark Oil Futures Contract. It is impossible to predict with any degree of certainty whether backwardation or contango will occur in the future. It is likely that both conditions will occur during different periods. Contango may persist for the foreseeable future, potentially at extreme levels, as a result of the unprecedented conditions in the wake of the COVID-19 crisis described above (namely simultaneous oversupply and a collapse in demand for crude oil combined with a lack of on-land storage for crude oil). USCF believes that holding futures contracts whose expiration dates are spread out over a 12 month period of time will cause the total return of such a portfolio to vary compared to a portfolio that holds only a single month s contract (such as the near month contract). In particular, USCF believes that the total return of a portfolio holding contracts with a range of expiration months will be impacted differently by the price relationship between different contract months of the same commodity future compared to the total return of a portfolio consisting of the near month contract. USCF believes that based on historical evidence a portfolio that held futures contracts with a range of expiration dates spread out over a 12 month period of time would typically be impacted less by the positive effect of backwardation, and less by the negative effect of contango, compared to a portfolio that held contracts of a single near month. As a result, absent the impact of any other factors, a portfolio of 12 different monthly contracts would tend to have a lower total return than a near month only portfolio in a backwardation market and a higher total return in a contango market. However there can be no assurance that such historical relationships would provide the same or similar results in the future. Periods of contango or backwardation do not materially impact USL s investment objective of having the daily percentage changes in its per share NAV track the daily percentage changes in the average of the prices of the Benchmark Oil Futures Contracts since the impact of backwardation and contango tend to equally impact the daily percentage changes in price of both USL s shares and the Benchmark Oil Futures Contracts. It is impossible to predict with any degree of certainty whether backwardation or contango will occur in the future. It is likely that both conditions will occur during different periods. However, contango may persist for the foreseeable future, potentially at extreme levels, as a result of the unprecedented conditions in the wake of the COVID-19 crisis described above (namely simultaneous oversupply and a collapse in demand for crude oil combined with a lack of on-land storage for crude oil). In managing USL s assets USCF does not use a technical trading system that issues buy and sell orders. USCF instead employs a quantitative methodology whereby each time a Creation Basket is sold, USCF purchases Oil Interests, such as the Benchmark Oil Futures Contracts, that have an aggregate market value that approximates the amount of Treasuries and/or cash received upon the issuance of the Creation Basket. The specific Oil Futures Contracts purchased depend on various factors, including a judgment by USCF as to the appropriate diversification of USL s investments in futures contracts with respect to the month of expiration, and the prevailing price volatility of particular contracts. In addition, USL may make use of a mixture of standard sized futures contracts as well as the smaller sized "mini" contracts. While USCF has made significant investments in NYMEX Oil Futures Contracts, for various reasons, including the ability to enter into the precise amount of exposure to the crude oil market, position limits or other regulatory requirements limiting USL s holdings, and market conditions, it may invest in Futures Contracts traded on other exchanges or invest in Other Oil-Related Investments. To the extent that USL invests in Other Oil-Related Investments, it would prioritize investments in contracts and instruments that are economically equivalent to the Benchmark Oil Futures Contracts, including cleared swaps that satisfy such criteria, and then, to a lesser extent, it would invest in other types of cleared swaps and other contracts, instruments and non-cleared swaps, such as swaps in the over-the-counter market (or commonly referred to as the "OTC market"). If USL is required by law or regulation, or by one of its regulators, including a futures exchange, to reduce its position in the Futures Contracts to the applicable position limit or to a specified accountability level or if market conditions dictate it would be more appropriate to invest in Other Oil-Related Investments, a substantial portion of USL s assets could be invested in accordance with such priority in Other Oil-Related Investments that are intended to replicate the return on the Futures Contracts. As USL s assets reach higher levels, it is more likely to exceed position limits, accountability levels or other regulatory limits and, as a result, it is more likely that it will invest in accordance with such priority in Other Oil-Related Investments at such higher levels. In addition, market conditions that USCF currently anticipates could cause USL to invest in Other Oil-Related Investments include those allowing USL to obtain greater liquidity or to execute transactions with more favorable pricing. See "Risk Factors Involved With an Investment in USL" for a discussion of the potential impact of the regulation on USL s ability to invest in OTC transactions and cleared swaps. USCF may not be able to fully invest USL s assets in the Oil Futures Contracts having an aggregate notional amount exactly equal to USL s NAV. For example, as standardized contracts, the Futures Contracts are for a specified amount of a particular commodity, and USL s NAV and the proceeds from the sale of a Creation Basket are unlikely to be an exact multiple of the amounts of those contracts. As a result, in such circumstances, USL may be better able to achieve the exact amount of exposure to changes in price of the Benchmark Oil. Futures Contracts through the use of Other Oil-Related Investments, such as OTC contracts that have better correlation with changes in price of the Benchmark Oil Futures Contracts. USL anticipates that to the extent it invests in Oil Futures Contracts other than contracts on light, sweet crude oil (such as futures contracts for diesel-heating oil, natural gas, and other petroleum-based fuels) and Other Oil-Related Investments, it will enter into various non-exchange-traded derivative contracts to hedge the short-term price movements of such Oil Futures Contracts and Other Oil-Related Investments against the current Benchmark Oil Futures Contracts. USCF does not anticipate letting USL s Oil Futures Contracts expire and taking delivery of the underlying commodity. Instead, USCF closes existing positions, e.g., when it changes the Benchmark Oil Futures Contracts or Other Oil-Related Investments or it otherwise determines it would be appropriate to do so and reinvests the proceeds in new Oil Futures Contracts or Other Oil-Related Investments. Positions may also be closed out to meet orders for Redemption Baskets and in such case proceeds for such baskets will not be reinvested. The Benchmark Oil Futures Contracts are changed from the near month contract to expire and the 11 following months to the next month contract to expire and the 11 following months during one day each month. On that day, USCF "rolls" USL s positions by closing, or selling, USL s Oil Interests and reinvests the proceeds from closing these positions in new Oil Interests. The anticipated dates on which the Benchmark Oil Futures Contracts are changed and USL s Oil Interests are "rolled" will be posted on USL s website at www.uscfinvestments.com, and are subject to change without notice. By remaining invested as fully as possible in Oil Futures Contracts or Other Oil-Related Investments, USCF believes that the changes in percentage terms in USL s per share NAV will continue to closely track the daily changes in percentage terms in the average of the prices of the price of the Benchmark Oil Futures Contracts. USCF believes that certain arbitrage opportunities result in the price of the shares traded on the NYSE Arca closely tracking the per share NAV of USL. Additionally, Oil Futures Contracts traded on the NYMEX have closely tracked the spot price of light, sweet crude oil. Based on these expected interrelationships, USCF believes that the changes in the price of USL s shares traded on the NYSE Arca have closely tracked on a daily basis and will continue to closely track the changes in the spot price of light, sweet crude oil, on a percentage basis. What are the Trading Policies of USL? Investment Objective The investment objective of USL is for the daily changes in percentage terms of its per share net asset value ("NAV") to reflect the daily changes in percentage terms of the spot price of light, sweet crude oil delivered to Cushing, Oklahoma, as measured by the daily changes in the average of the prices of specified short-term futures contracts on light, sweet crude oil called the "Benchmark Oil Futures Contracts," plus interest earned on USL s collateral holdings, less USL s expenses. The Benchmark Oil Futures Contracts are the futures contracts on light, sweet crude oil as traded on the New York Mercantile Exchange (the "NYMEX") that is the near month contract to expire, and the contracts for the following 11 months, for a total of 12 consecutive months contracts, except when the near month contract is within two weeks of expiration, in which case it will be measured by the futures contract that is the next month contract to expire and the contracts for the following 11 consecutive months. When calculating the daily movement of the average price of the 12 contracts, each contract month is equally weighted. Liquidity USL invests only in Futures Contracts and Other Oil-Related Investments that, in the opinion of USCF, are traded in sufficient volume to permit the ready taking and liquidation of positions in these financial interests and in Other Oil-Related Investments that, in the opinion of USCF, may be readily liquidated with the original counterparty or through a third party assuming the position of USL. Spot Commodities While the Oil Futures Contracts traded can be physically settled, USL does not intend to take or make physical delivery. USL may from time to time trade in Other Oil-Related Investments, including contracts based on the spot price of crude oil. Leverage USCF endeavors to have the value of USL s Treasuries, cash and cash equivalents, whether held by USL or posted as margin or other collateral, at all times approximate the aggregate market value of its obligations under its Oil Interests. Commodity pools trading positions in futures contracts or other related investments are typically required to be secured by the deposit of margin funds that represent only a small percentage of a futures contract s (or other commodity interest s) entire market value. While USCF has not and does not intend to leverage USL s assets, it is not prohibited from doing so under the LP Agreement. Although permitted to do so under its Limited Partnership Agreement, USL has not and does not intend to leverage its assets and makes its investments accordingly. Consistent with the foregoing, USL s investments will take into account the need for USL to make permitted investments that also allow it to maintain adequate liquidity to meet its margin and collateral requirements and to avoid, to the extent reasonably possible, USL becoming leveraged. If market conditions require it, these risk reduction procedures may occur on short notice if they occur other than during a roll or rebalance period. Borrowings Borrowings are not used by USL unless USL is required to borrow money in the event of physical delivery, if USL trades in cash commodities, or for short-term needs created by unexpected redemptions. OTC Derivatives (Including Spreads and Straddles) In addition to Oil Futures Contracts, there are also a number of listed options on the Oil Futures Contracts on the principal futures exchanges. These contracts offer investors and hedgers another set of financial vehicles to use in managing exposure to the crude oil market. Consequently, USL may purchase options on crude Oil Futures Contracts on these exchanges in pursuing its investment objective. In addition to the Oil Futures Contracts and options on the Oil Futures Contracts, there also exists an active non-exchange-traded market in derivatives tied to crude oil. These derivatives transactions (also known as OTC contracts) are usually entered into between two parties in private contracts. Unlike most of the exchange-traded Oil Futures Contracts or exchange-traded options on the Oil Futures Contracts, each party to such contract bears the credit risk of the other party, i.e., the risk that the other party may not be able to perform its obligations under its contract. To reduce the credit risk that arises in connection with such contracts, USL will generally enter into an agreement with each counterparty based on the Master Agreement published by the International Swaps and Derivatives Association, Inc. ("ISDA") that provides for the netting of its overall exposure to its counterparty. USCF assesses or reviews, as appropriate, the creditworthiness of each potential or existing counterparty to an OTC contract pursuant to guidelines approved by the Board. USL may enter into certain transactions where an OTC component is exchanged for a corresponding futures contract ("Exchange for Related Position" or "EFRP" transactions). In the most common type of EFRP transaction entered into by USL, the OTC component is the purchase or sale of one or more baskets of USL shares. These EFRP transactions may expose USL to counterparty risk during the interim period between the execution of the OTC component and the exchange for a corresponding futures contract. Generally, the counterparty risk from the EFRP transaction will exist only on the day of execution. USL may employ spreads or straddles in its trading to mitigate the differences in its investment portfolio and its goal of tracking the price of the Benchmark Oil Futures Contract. USL would use a spread when it chooses to take simultaneous long and short positions in futures written on the same underlying asset, but with different delivery months. During the year ended December 31, 2019 and through March 31, 2020, USL limited its derivatives activities to Oil Futures Contracts and EFRP transactions. Pyramiding USL has not employed and will not employ the technique, commonly known as pyramiding, in which the speculator uses unrealized profits on existing positions as variation margin for the purchase or sale of additional positions in the same or another commodity interest. Prior Performance of USL *PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS USCF manages USL which is a commodity pool that issues shares traded on the NYSE Arca. The chart below shows, as of March 31, 2020, the number of Authorized Participants, the total number of baskets created and redeemed since inception and the number of outstanding shares for USL. # of Authorized Participants Baskets Purchased Baskets Redeemed Outstanding Shares 10 396 345 4,400,000 Since the commencement of the offering of USL shares to the public on December 6, 2007 to March 31, 2020, the simple average daily change in the Benchmark Oil Futures Contracts was (0.0129)%, while the simple average daily change in the per share NAV of USL over the same time period was (0.0136)%. The average daily difference was (0.001)% (or 0.1 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the Benchmark Oil Futures Contracts, the average error in daily tracking by the per share NAV was 0.062%, meaning that over this time period USL s tracking error was within the plus or minus 10% range established as its benchmark tracking goal. The table below shows the relationship between the trading prices of the shares and the daily NAV of USL, since inception through March 31, 2020. The first row shows the average amount of the variation between USL s closing market price and NAV, computed on a daily basis since inception, while the second and third rows depict the maximum daily amount of the end of day premiums and discounts to NAV since inception, on a percentage basis. USCF believes that maximum and minimum end of day premiums and discounts typically occur because trading in the shares continues on the NYSE Arca until 4:00 p.m. New York time while regular trading in the Benchmark Futures Contracts on the NYMEX ceases at 2:30 p.m. New York time and the value of the relevant Benchmark Futures Contracts, for purposes of determining its end of day NAV, can be determined at that time. USL Average Difference $ (0.02 ) Max Premium % 18.45 % Max Discount % (9.72 )% For more information on the performance of USL, see the Performance Tables below. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS COMPOSITE PERFORMANCE DATA FOR USL Name of Pool: United States 12 Month Oil Fund, LP Type of Pool: Public, Exchange-Listed Commodity Pool Inception of Trading: December 6, 2007 Aggregate Subscriptions (from inception through March 31, 2020): $703,490,067 Total Net Assets as of March 31, 2020: $53,500,734 NAV per Share as of March 31, 2020: $12.16 Worst Monthly Percentage Draw-down: March 2020 (32.37)% Worst Peak-to-Valley Draw-down: June 2008 - March 2020 (85.53)% Rates of Return Month 2015 2016 2017 2018 2019 2020 January (6.66)% (6.53)% (3.43)% 5.94% 15.43% (11.72)% February 5.40% (3.71)% 0.20% (4.48)% 6.90% (11.25)% March (8.41)% 6.86% (6.13)% 6.34% 2.41% (32.37 )% April 16.15% 12.54% (3.02)% 6.14% 5.33% May (2.08)% 5.27% (3.01)% (0.46)% (14.92)% June (1.50)% (0.15)% (3.62)% 6.02% 8.03% July (17.96)% (12.51)% 6.31% (2.76)% 0.87% August 3.32% 4.61% (2.63)% 3.36% (7.19)% September (10.11)% 5.93% 5.35 % 6.43% (1.22)% October 3.18% (3.09)% 4.10% (8.36)% 1.74% November (8.96)% 4.84% 4.62% (21.63)% 2.15% December (11.50)% 7.03% 5.57% (8.57)% 9.55% Annual Rate of Return (36.07)% 19.94% 3.24% (15.34)% 28.79% (47.02 )%** * The monthly rate of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease. ** Through March 31, 2020. Draw-down: Losses experienced over a specified period. Draw-down is measured on the basis of monthly returns only and does not reflect intra-month figures. Worst Monthly Percentage Draw-down: The largest single month loss sustained during the most recent five calendar years and year-to-date. Worst Peak-to-Valley Draw-down: The largest percentage decline in the NAV per share over the history of the fund. This need not be a continuous decline, but can be a series of positive and negative returns where the negative returns are larger than the positive returns. Worst Peak-to-Valley Draw-down represents the greatest cumulative percentage decline in month-end per share NAV is not equaled or exceeded by a subsequent month-end per share NAV. USL S Operations USCF and its Management and Traders USCF is a single member limited liability company that was formed in the state of Delaware on May 10, 2005. USCF maintains its main business office at 1850 Mt. Diablo Boulevard, Suite 640, Walnut Creek, California 94596. USCF is a wholly-owned subsidiary of Wainwright Holdings, Inc., a Delaware corporation ("Wainwright"), which is an intermediate holding company that owns USCF and another advisor of exchange traded funds. Wainwright is a wholly owned subsidiary of Concierge Technologies, Inc. (publicly traded under the ticker CNCG) ("Concierge"), a publicly traded holding company that owns various financial and non-financial businesses. Mr. Nicholas Gerber (discussed below), along with certain family members and certain other shareholders, owns the majority of the shares in Concierge. Wainwright is a holding company that currently holds both USCF, as well as USCF Advisers LLC, an investment adviser registered under the Investment Advisers Act of 1940, as amended, ("USCF Advisers"). USCF Advisers serves as the investment adviser for the USCF SummerHaven SHPEI Index Fund ("BUY") and the USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund ("SDCI"), each a series of the USCF ETF Trust. USCF Advisers was also the investment adviser for the USCF Commodity Strategy Fund (the "Mutual Fund"), a series of the USCF Mutual Funds Trust, until March 2019, when the Mutual Fund liquidated all of its assets and distributed cash pro rata to all remaining shareholders, and the USCF SummerHaven SHPEN Index Fund ("BUYN"), a series of the USCF ETF Trust, until May 2020, when BUYN liquidated all of its assets and distributed cash pro rata to all remaining shareholders. USCF ETF Trust and USCF Mutual Funds Trust are registered under the Investment Company Act of 1940, as amended (the "1940 Act"). The Board of Trustees for the USCF ETF Trust and USCF Mutual Funds Trust consist of different independent trustees than those independent directors who serve on the Board of Directors of USCF. USCF is a member of the National Futures Association (the "NFA") and registered as a commodity pool operator ("CPO") with the Commodity Futures Trading Commission (the "CFTC") on December 1, 2005 and as a swaps firm on August 8, 2013. USCF serves as the general partner of USL. USCF also serves as the general partner of the United States Natural Gas Fund, LP ("UNG"), the United States Brent Oil Fund, LP ("BNO"), the United States Gasoline Fund, LP ("UGA"), the United States 12 Month Natural Gas Fund, LP ("UNL") and the United States Oil Fund, LP ("USO"). USCF previously served as the general partner for the United States Short Oil Fund, LP ("DNO") and the United States Diesel-Heating Oil Fund, LP ("UHN"), both of which were liquidated in 2018. USCF is also the sponsor of the United States Commodity Index Funds Trust ("USCIFT"), a Delaware statutory trust, and each of its series: the United States Commodity Index Fund ("USCI"), the United States Copper Index Fund ("CPER"), and the USCF Crescent Crypto Index Fund ("XBET"). XBET is currently in registration and has not commenced operations. USCF previously served as the sponsor for the United States Agriculture Index Fund ("USAG"), which was liquidated in 2018. In addition, USCF is the sponsor of the USCF Funds Trust, a Delaware statutory trust, and each of its series, the United States 3x Oil Fund ("USOU") and the United States 3x Short Oil Fund ("USOD"), which listed their shares on the NYSE Arca on July 20, 2017 under the ticker symbols "USOU" and "USOD", respectively. Each of USOU and USOD liquidated all of its assets and distributed cash pro rata to all remaining shareholders in December 2019. UNG, UGA, UNL, BNO, USO, USCI and CPER are referred to collectively herein as the "Related Public Funds." The Related Public Funds are subject to reporting requirements under the Securities Exchange Act of 1934, as amended ("Exchange Act") and, if registered under the 1940 Act, a Related Public Fund also must comply with the reporting requirements under the 1940 Act. For more information about each of the Related Public Funds, investors in USL may call 1-800-920-0259 or visit www.uscfinvestments.com or the Securities and Exchange Commission s (the "SEC") website at www.sec.gov. USCF is required to evaluate the credit risk of USL to the futures commission merchant ("FCM"), oversee the purchase and sale of USL s shares by certain authorized participants ("Authorized Participants"), review daily positions and margin requirements of USL and manage UNL s investments. USCF also pays the fees of ALPS Distributors, Inc., which serves as the marketing agent for USL (the "Marketing Agent"), and The Bank of New York Mellon ("BNY Mellon"), which serves as the administrator (the "Administrator") and the custodian (the "Custodian") for USL. In no event may the aggregate compensation paid for the Marketing Agent and any affiliate of USCF for distribution-related services in connection with the offering of shares exceed ten percent (10%) of the gross proceeds of this offering. The limited partners take no part in the management or control, and have a minimal voice in USL s operations or business. Limited partners have no right to elect USCF on an annual or any other continuing basis. If USCF voluntarily withdraws, however, the holders of a majority of USL s outstanding shares (excluding for purposes of such determination shares owned, if any, by the withdrawing general partner and its affiliates) may elect its successor. USCF may not be removed as general partner except upon approval by the affirmative vote of the holders of at least 66 2/3 percent of USL s outstanding shares (excluding shares, if any, owned by USCF and its affiliates), subject to the satisfaction of certain conditions set forth in the LP Agreement. The business and affairs of USCF are managed by the Board, which is comprised of the Management Directors, each of whom are also executive officers and employees of USCF, and three independent directors who meet the independent director requirements established by the NYSE Arca Equities Rules and the Sarbanes-Oxley Act of 2002. The Management Directors have the authority to manage USCF pursuant to the terms of the LLC Agreement. Through its Management Directors, USCF manages the day-to-day operations of USL. The Board has an audit committee, which is made up of the three independent directors (Gordon L. Ellis, Malcolm R. Fobes III and Peter M. Robinson,). The audit committee is governed by an audit committee charter that is posted on USL s website at www.uscfinvestments.com. The Board has determined that each member of the audit committee meets the financial literacy requirements of the NYSE Arca and the audit committee charter. The Board has further determined that each of Messrs. Ellis and Fobes have accounting or related financial management expertise, as required by the NYSE Arca, such that each of them is considered an "Audit Committee Finance Expert" as such term is defined in Item 407(d)(5) of Regulation S-K. USL has no executive officers. Pursuant to the terms of the LP Agreement, USL s affairs are managed by USCF. The following are individual Principals, as that term is defined in CFTC Rule 3.1, for USCF: John P. Love, Stuart P. Crumbaugh, Nicholas D. Gerber, Melinda D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson, Scott Schoenberger, Gordon L. Ellis, Malcolm R. Fobes III, Ray W. Allen, Kevin A. Baum, Carolyn M. Yu and Wainwright Holdings, Inc. ("Wainwright"). The individuals who are Principals due to their positions are John P. Love, Stuart P. Crumbaugh, Nicholas D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson, Gordon L. Ellis, Malcolm R. Fobes III, Ray W. Allen, Kevin A. Baum and Carolyn M. Yu. In addition, Wainwright is a Principal because it is the sole member of USCF. None of the Principals owns or has any other beneficial interest in USL. Ray W. Allen and Andrew F Ngim make trading and investment decisions for USL. Ray W. Allen and Andrew F Ngim execute trades on behalf of USL. In addition, Nicholas D. Gerber, John P. Love, Robert L. Nguyen, Ray W. Allen, Kevin A. Baum, Kathryn Rooney, Maya Lowry, and Ryan Katz are registered with the CFTC as Associated Persons of USCF and are NFA Associate Members. John P. Love and Ray W. Allen are also registered with the CFTC as Swap Associated Persons. Ray W. Allen, 63, Portfolio Manager of USCF since January 2008. Mr. Allen was the portfolio manager of: (1) UGA from February 2008 until March 2010, and then portfolio manager since May 2015, (2) UHN from April 2008 until March 2010, and then from May 2015 to September 2018, (3) UNL from November 2009 until March 2010, and then portfolio manager since May 2015. In addition, he has been the portfolio manager of: (1) DNO from September 2009 to September 2018, (2) USO and USL since March 2010, (3) BNO since June 2010, (4) UNG since May 2015, and (4) USOU and USOD since July 2017 to December 2019. Mr. Allen also has served as the portfolio manager of (1) the USCF Commodity Strategy Fund, a series of USCF Mutual Funds Trust, from October 2017 to March 2019, and (2) the USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund, a series of the USCF ETF Trust, since May 2018. Mr. Allen has been a principal of USCF listed with the CFTC and NFA since March 2009 and has been registered as an associated person of USCF since July 2015 and from March 2008 to November 2012. Additionally, Mr. Allen has been approved as an NFA swaps associated person of USCF since July 2015. As of February 2017, he also is an associated person and swap associated person of USCF Advisers. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. Mr. Allen earned a B.A. in Economics from the University of California at Berkeley and holds an NFA Series 3 registration. Kevin A. Baum, 49, has served as a Portfolio Manager of USCF since March 2016 and as the Chief Investment Officer of USCF since September 1, 2016. Prior to joining USCF, Mr. Baum temporarily retired from December 2015 to March 2016. Mr. Baum served as the Vice President and Senior Portfolio Manager for Invesco Capital Management LLC, an investment manager that manages a family of exchange-traded funds, from October 2014 through December 2015. Mr. Baum was temporarily retired from May 2012 through September 2014. From May 1993 to April 2012, Mr. Baum worked as the Senior Portfolio Manager, Head of Commodities for OppenheimerFunds, Inc., a global asset manager. Mr. Baum has been approved as an NFA principal and associated person of USCF since April 2016 and, as of January 2017, a branch manager of USCF. As of February 2017, he also is an associated person and branch manager of USCF Advisers. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. Mr. Baum is a CFA Charterholder, CAIA Charterholder, earned a B.B.A. in Finance from Texas Tech University and holds an NFA Series 3 registration. Stuart P. Crumbaugh, 56, Chief Financial Officer, Secretary and Treasurer of USCF since May 2015 and also the Chief Financial Officer of Concierge Technologies, Inc., the parent of Wainwright Holdings, Inc. ("Wainwright"), since December 2017. In addition, Mr. Crumbaugh has served as a director of Wainwright, the parent and sole member of USCF, since December 2016. Mr. Crumbaugh has been a principal of USCF listed with the CFTC and NFA since July 1, 2015 and, as of January 2017, he is a principal of USCF Advisers. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. Since June 2015, Mr. Crumbaugh has been the Treasurer and Secretary of USCF Advisers. He also has served as a Management Trustee, Chief Financial Officer and Treasurer of (1) USCF ETF Trust since May 2015 and (2) USCF Mutual Funds Trust since October 2016. Mr. Crumbaugh joined USCF as the Assistant Chief Financial Officer on April 6, 2015. Prior to joining USCF, Mr. Crumbaugh was the Vice President Finance and Chief Financial Officer of Sikka Software Corporation, a software service healthcare company providing optimization software and data solutions from April 2014 to April 6, 2015. Mr. Crumbaugh served as a consultant providing technical accounting, IPO readiness and M&A consulting services to various early stage companies with the Connor Group, a technical accounting consulting firm, for the periods of January 2014 through March 2014; October 2012 through November 2012; and January 2011 through February 2011. From December 2012 through December 2013, Mr. Crumbaugh was Vice President, Corporate Controller and Treasurer of Auction.com, LLC, a residential and commercial real estate online auction company. From March 2011 through September 2012, Mr. Crumbaugh was Chief Financial Officer of IP Infusion Inc., a technology company providing network routing and switching software enabling software-defined networking solutions for major mobile carriers and network infrastructure providers. Mr. Crumbaugh earned a B.A. in Accounting and Business Administration from Michigan State University in 1987 and is a Certified Public Accountant – Michigan (inactive). Nicholas D. Gerber, 57, Vice President since May 15, 2015 and Management Director since June 2005. Mr. Gerber served as the Chairman of the Board of Directors of USCF from June 2005 through October 2019 and as President and Chief Executive Officer of USCF from June 2005 through May 15, 2015. Mr. Gerber co-founded USCF in 2005 and prior to that, he co-founded Ameristock Corporation in March 1995, a California-based investment adviser registered under the Investment Advisers Act of 1940 from March 1995 until January 2013. Since January 26, 2015, Mr. Gerber also has served as the Chief Executive Officer, President, and Chairman of the Board of Directors of Concierge Technologies, Inc. ("Concierge"), which is a company publicly traded under the ticker symbol "CNCG." Concierge is the sole shareholder of Wainwright. Mr. Gerber also is the President and a director of Wainwright, a position he has held since March of 2004. From August 1995 to January 2013, Mr. Gerber served as Portfolio Manager of Ameristock Mutual Fund, Inc. On January 11, 2013, the Ameristock Mutual Fund, Inc. merged with and into the Drexel Hamilton Centre American Equity Fund, a series of Drexel Hamilton Mutual Funds. Drexel Hamilton Mutual Funds is not affiliated with Ameristock Corporation, the Ameristock Mutual Fund, Inc. or USCF. Mr. Gerber also has served USCF Advisers on the Board of Managers from June 2013 to present, as the President from June 2013 through June 18, 2015, and as Vice President from June 18, 2015 to present. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, since February 2017, is registered as a commodity pool operator, NFA member and swap firm. He also has served as Chairman of the Boards of Trustees of USCF ETF Trust since 2014 and USCF Mutual Funds Trust since October 2016, respectively, (USCF ETF Trust and together with USCF Mutual Funds Trust are referred to as the "Trusts") and each of the Trusts are investment companies registered under the Investment Company Act of 1940, as amended. In addition, Mr. Gerber served as the President and Chief Executive Officer of USCF ETF Trust from June 2014 until December 2015. In the above roles, Mr. Gerber has gained extensive experience in evaluating and retaining third-party service providers, including custodians, accountants, transfer agents, and distributors. Mr. Gerber has been a principal of USCF listed with the CFTC and NFA since November 2005, an NFA associate member and associated person of USCF since December 2005 and a Branch Manager of USCF since May 2009. Additionally, effective as of January 2017, he is a principal of USCF Advisers and, effective as of February 2017, he is an associated person and branch manager of USCF Advisers. Mr. Gerber earned an MBA degree in finance from the University of San Francisco, a B.A. from Skidmore College and holds an NFA Series 3 registration. John P. Love, 48, President and Chief Executive Officer of USCF since May 15, 2015 and Management Director of USCF since October 2016 and Chairman of the Board of Directors since October 2019. Mr. Love previously served as a Senior Portfolio Manager for the Related Public Funds from March 2010 through May 15, 2015. Prior to that, while still at USCF, he was a Portfolio Manager beginning with the launch of USO in April 2006. Mr. Love was the portfolio manager of USO from April 2006 until March 2010 and the portfolio manager for USL from December 2007 until March 2010. Mr. Love has been the portfolio manager of UNG since April 2007, and the portfolio manager of UGA, and UNL since March 2010 and the portfolio manager of UHN from March 2010 to September 2018. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. Mr. Love has served as on the Board of Managers of USCF Advisers since November 2016 and as its President since June 18, 2015. He also acted as co-portfolio manager of the Stock Split Index Fund, a series of the USCF ETF Trust for the period from September 2014 to December 2015, when he was promoted to the position of President and Chief Executive Officer of the USCF ETF Trust. Since October 2016 to present, he also has served as the President and Chief Executive of the USCF Mutual Funds Trust. Mr. Love also is a director of Wainwright, a position he has held since December 2016. Mr. Love has been a principal of USCF listed with the CFTC and NFA since January 17, 2006. Mr. Love has been registered as an associated person of USCF since February 2015 and from December 1, 2005 to April 16, 2009. Mr. Love has also been registered as a branch manager of USCF since March 2016. Additionally, Mr. Love has been approved as an NFA swaps associated person since February 2015. Mr. Love is a principal of USCF Advisers LLC as of January 2017. Additionally, effective as of February 2017, he is an associated person, swap associated person, and branch manager of USCF Advisers. Mr. Love earned a B.A. from the University of Southern California, holds an NFA Series 3 and FINRA Series 7 registrations and is a CFA Charterholder. Andrew F Ngim, 59, co-founded USCF in 2005 and has served as a Management Director since May 2005 and, since August 15, 2016, has served as the Chief Operating Officer of USCF. Mr. Ngim has served as the portfolio manager for USCI and CPER since January 2013 and for USAG from January 2013 to September 2018. Mr. Ngim also served as USCF s Treasurer from June 2005 to February 2012. In addition, he has been on the Board of Managers and has served as the Assistant Secretary and Assistant Treasurer of USCF Advisers since its inception in June 2013. Prior to and concurrent with his services to USCF and USCF Advisers, from January 1999 to January 2013, Mr. Ngim served as a Managing Director for Ameristock Corporation, a California-based investment adviser, which he co-founded in March 1995, and was Co-Portfolio Manager of Ameristock Mutual Fund, Inc. from January 2000 to January 2013. Mr. Ngim also served as portfolio manager of (1) the Stock Split Index Fund from September 2014 to October 2017, and (2) the USCF Restaurant Leaders Fund from November 2016 to October 2017, both series of the USCF ETF Trust. Mr. Ngim also serves as the portfolio manager for three funds that are series of the USCF ETF Trust: (1) USCF SummerHaven SHPEI Index Fund from December 2017 to present, (2) USCF SummerHaven SHPEN Index Fund also from December 2017 to present, and (3) USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund from May 2018 to present. Mr. Ngim serves as a Management Trustee of: (1) the USCF ETF Trust from August 2014 to the present and (2) the USCF Mutual Funds Trust from October 2016 to present. Mr. Ngim has been a principal of USCF listed with the CFTC and NFA since November 2005 and a principal of USCF Advisers LLC since January 2017. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. Mr. Ngim earned his B.A. from the University of California at Berkeley. Robert L. Nguyen, 60, Management Director and principal since July 2015. Mr. Nguyen served on the Board of Wainwright from December 2014 to December 2016. Mr. Nguyen co-founded USCF in 2005 and served as a Management Director until March 2012. Mr. Nguyen was an Investment Manager with Ribera Investment Management, an investment adviser registered under the Investment Advisers Act of 1940, from January 2013 to March 2015. Prior to and concurrent with his services to USCF, from January 2000 to January 2013, Mr. Nguyen served as a Managing Principal for Ameristock Corporation, a California-based investment adviser registered under the Investment Advisers Act of 1940, which he co-founded in March 1995. Mr. Nguyen was a principal of USCF listed with the CFTC and NFA from November 2005 through March 2012 and an associated person of USCF listed with the CFTC and NFA from November 2007 through March 2012. Mr. Nguyen has been a principal of USCF listed with the CFTC and NFA since July 2015 and an associated person of USCF listed with the CFTC and NFA since December 2015. As of February 2017, he also is an associated person of USCF Advisers. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. Mr. Nguyen earned his B.S. from California State University at Sacramento, and holds NFA Series 3 and FINRA Series 7 registrations. Carolyn M. Yu, 61, Chief Compliance Officer of USCF since February 2013. In addition, she served USCF as the General Counsel from May 2015 through April 2018 and the Assistant General Counsel from August 2011 through April 2015. Ms. Yu also served as the General Counsel of Concierge, the parent of Wainwright from November 2017 through December 2018. Ms. Yu has served as (1) Chief Compliance Officer of USCF Advisers and USCF ETF Trust since May 2015 and of USCF Mutual Funds Trust since October 2016, (2) Chief AML Officer of USCF ETF Trust since May 2015 and of USCF Mutual Funds Trust since October 2016, and (3) Chief Legal Officer of USCF Advisers and USCF ETF Trust from May 2015 through April 2018 and of USCF Mutual Funds Trust from October 2016 through April 2018. Prior to May 2015, Ms. Yu was the Assistant Chief Compliance Officer and AML Officer of the USCF ETF Trust. Since August 2013, in the case of USCF, and January 2017, in the case of USCF Advisers, Ms. Yu has been a principal listed with the CFTC and NFA. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. Ms. Yu earned her JD from Golden Gate University School of Law and a B.S. in business administration from San Francisco State University. Gordon L. Ellis, 73, Independent Director of USCF since September 2005. Previously, Mr. Ellis was a founder of International Absorbents, Inc., Director and Chairman since July 1985 and July 1988, respectively, and Chief Executive Officer and President since November 1996. He also served as Chairman of Absorption Corp., a wholly-owned subsidiary of International Absorbents, Inc., which is a leading developer and producer of environmentally friendly pet care and industrial products, from May July 1985 until July 2010 when it was sold to Kinderhook Industries, a private investment banking firm and remained as a director until March 2013 when Absorption Corp was sold again to J. Rettenmaier & S hne Group, a German manufacturing firm. Concurrent with that, he founded and has served as Chairman from November 2010 to present of Lupaka Gold Corp., a firm that acquires, explores, develops, and evaluates gold mining properties in Peru, South America. Mr. Ellis has his Chartered Directors designation from The Director s College (a joint venture of McMaster University and The Conference Board of Canada). He has been a principal of USCF listed with the CFTC and NFA since November 2005. Mr. Ellis is an engineer and earned an MBA in international finance. Malcolm R. Fobes III, 55, Independent Director of USCF and Chairman of USCF s audit committee since September 2005. He founded and is the Chairman and Chief Executive Officer of Berkshire Capital Holdings, Inc., a California-based investment adviser registered under the Investment Advisers Act of 1940 that has been sponsoring and providing portfolio management services to mutual funds since June 1997. Mr. Fobes serves as Chairman and President of The Berkshire Funds, a mutual fund investment company registered under the Investment Company Act of 1940. Since 1997, Mr. Fobes has also served as portfolio manager of the Berkshire Focus Fund, a mutual fund registered under the Investment Company Act of 1940, which concentrates its investments in the electronic technology industry. He was also contributing editor of Start a Successful Mutual Fund: The Step-by-Step Reference Guide to Make It Happen (JV Books, 1995). Mr. Fobes has been a principal of USCF listed with the CFTC and NFA since November 2005. He earned a B.S. in finance with a minor in economics from San Jose State University in California. Peter M. Robinson, 62, Independent Director of USCF since September 2005. Mr. Robinson has been a Research Fellow since 1993 with the Hoover Institution, a public policy think tank located on the campus of Stanford University. He authored three books and has been published in the New York Times, Red Herring, and Forbes ASAP and is the editor of Can Congress Be Fixed?: Five Essays on Congressional Reform (Hoover Institution Press, 1995). Mr. Robinson has been a principal of USCF listed with the CFTC and NFA since December 2005. He earned an MBA from the Stanford University Graduate School of Business, graduated from Oxford University in 1982 after studying politics, philosophy, and economics and graduated summa cum laude from Dartmouth College in 1979. USL s Service Providers Custodian, Registrar, Transfer Agent and Administrator In its capacity as the Custodian for USL, The Bank of New York Mellon ("BNY Mellon" or the "Custodian") holds USL s Treasuries, cash and/or cash equivalents pursuant to a custodial agreement. BNY Mellon is also the registrar and transfer agent for the shares. In addition, in its capacity as Administrator for USL, BNY Mellon performs certain administrative and accounting services for USL and prepares certain SEC, NFA and CFTC reports on behalf of USL. As compensation for the services that BNY Mellon provides to USL in the foregoing capacities, and the services BNY Mellon provides to the Related Public Funds, BNY Mellon receives certain out of pocket costs, transaction fees, and asset based fees, which are accrued daily and paid monthly USCF. BNY Mellon is authorized to conduct a commercial banking business in accordance with the provisions of New York State Banking Law, and is subject to regulation, supervision, and examination by the New York State Department of Financial Services and the Board of Governors of the Federal Reserve System. Marketing Agent USL also employs ALPS Distributors, Inc. ("ALPS Distributors") as the Marketing Agent, which is further discussed under "What is the Plan of Distribution?" USCF pays the Marketing Agent an annual fee. In no event may the aggregate compensation paid to the Marketing Agent and any affiliate of USCF for distribution-related services in connection with the offering of shares exceed ten percent (10%) of the gross proceeds of the offering. ALPS Distributors principal business address is 1290 Broadway, Suite 1000, Denver, CO 80203. ALPS Distributors is a broker-dealer registered with FINRA and a member of the Securities Investor Protection Corporation. Payments to Certain Third Parties USCF or the Marketing Agent, or an affiliate of USCF or the Marketing Agent, may directly or indirectly make cash payments to certain broker-dealers for participating in activities that are designed to make registered representatives and other professionals more knowledgeable about exchange-traded funds and exchange-traded products, including USL and the Related Public Funds, or for other activities, such as participation in marketing activities and presentations, educational training programs, conferences, the development of technology platforms and reporting systems. Additionally, pursuant to written agreements, USCF may make payments, out of its own resources, to financial intermediaries in exchange for providing services in connection with the sale or servicing of the Fund s shares, including waiving commissions on the purchase or sale of shares of participating exchange-traded products. Payments to a broker-dealer or intermediary may create potential conflicts of interest between the broker-dealer or intermediary and its clients. The amounts described above, which may be significant, are paid by USCF and/or the Marketing Agent from their own resources and not from the assets of USL or the Related Public Funds. Futures Commission Merchants RBC Capital Markets, LLC On October 8, 2013, USCF entered into a Futures and Cleared Derivatives Transactions Customer Account Agreement with RBC Capital Markets, LLC ("RBC Capital" or "RBC") to serve as USL s FCM, effective October 10, 2013. This agreement requires RBC Capital to provide services to USL, as of October 10, 2013, in connection with the purchase and sale of Oil Futures Contracts and Other Oil-Related Investments that may be purchased or sold by or through RBC Capital for USL s account. For the period October 10, 2013 and after, USL pays RBC Capital commissions for executing and clearing trades on behalf of USL. RBC Capital s primary address is 3 World Financial Center, 200 Vesey St., New York, NY 10281. Effective October 10, 2013, RBC Capital became the futures clearing broker for USL. RBC Capital is registered in the United States with FINRA as a broker-dealer and with the CFTC as an FCM. RBC Capital is a member of various U.S. futures and securities exchanges. RBC Capital is a large broker dealer subject to many different complex legal and regulatory requirements. As a result, certain of RBC Capital s regulators may from time to time conduct investigations, initiate enforcement proceedings and/or enter into settlements with RBC Capital with respect to issues raised in various investigations. RBC Capital complies fully with its regulators in all investigations being conducted and in all settlements it reaches. In addition, RBC Capital is and has been subject to a variety of civil legal claims in various jurisdictions, a variety of settlement agreements and a variety of orders, awards and judgments made against it by courts and tribunals, both in regard to such claims and investigations. RBC Capital complies fully with all settlements it reaches and all orders, awards and judgments made against it. RBC Capital has been named as a defendant in various legal actions, including arbitrations, class actions and other litigation including those described below, arising in connection with its activities. Certain of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. RBC Capital is also involved, in other reviews, investigations and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding RBC Capital s business, including among other matters, accounting and operational matters, certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. RBC Capital contests liability and/or the amount of damages as appropriate in each pending matter. In view of the inherent difficulty of predicting the outcome of such matters, particularly in cases where claimants seek substantial or indeterminate damages or where investigations and proceedings are in the early stages, RBC Capital cannot predict the loss or range of loss, if any, related to such matters; how or if such matters will be resolved; when they will ultimately be resolved; or what the eventual settlement, fine, penalty or other relief, if any, might be. Subject to the foregoing, RBC Capital believes, based on current knowledge and after consultation with counsel, that the outcome of such pending matters will not have a material adverse effect on the consolidated financial condition of RBC Capital. On April 27, 2017, pursuant to an offer of settlement, a Panel of the Chicago Board of Trade Business Conduct Committee ("Panel") found that RBC Capital engaged in EFRP transactions which failed to satisfy the Rules of the Chicago Board of Trade (the "Chicago Board of Trade") in one or more ways. Specifically, the Panel found that RBC Capital traders entered into EFRP trades in which RBC Capital accounts were on both sides of the transactions. While the purpose of the transactions was to transfer positions between the RBC Capital accounts, the Panel found that the manner in which the trades occurred violated the Chicago Board of Trade s prohibition on wash trades. The Panel found that RBC Capital thereby violated CBOT Rules 534 and (legacy) 538.B. and C. In accordance with the settlement offer, the Panel ordered RBC Capital to pay a $175,000 fine. On October 1, 2019, the CFTC issued an order filing and settling charges against RBCCM for the above activity, as well as related charges. The order required that RBCCM cease and desist from violating the applicable regulations, pay a $5 million civil monetary penalty, and comply with various conditions, including conditions regarding public statements and future cooperation with the Commission. On June 18, 2015, in connection with the Municipalities Continuing Disclosure Cooperation initiative of the U.S. Securities and Exchange Commission ("SEC"), the SEC commenced and settled an administrative proceeding against RBC Capital for willful violations of Sections 17(a)(2) of the 1933 Act after the firm self-reported instances in which it conducted inadequate due diligence in certain municipal securities offerings and as a result, failed to form a reasonable basis for believing the truthfulness of certain material representations in official statements issued in connection with those offerings. RBC Capital paid a fine of $500,000. RBC Capital and certain affiliates were named as defendants in a lawsuit relating to their role in transactions involving investments made by a number of Wisconsin school districts in certain collateralized debt obligations. These transactions were also the subject of a regulatory investigation, which was resolved in 2011. RBC Capital reached a final settlement with all parties in the civil litigation, and the civil action against RBC Capital was dismissed with prejudice on December 6, 2016. Beginning in 2015, putative class actions were brought against RBC Capital and/or Royal Bank of Canada in the U.S., Canada and Israel. These actions were each brought against multiple foreign exchange dealers and allege, among other things, collusive behavior in foreign exchange trading. Various regulators are also conducting inquiries regarding potential violations of law by a number of banks and other entities, including RBC Capital, regarding foreign exchange trading. In August 2018, the U.S. District Court entered a final order approving RBC Capital s pending settlement with class plaintiffs. Certain institutional plaintiffs opted out of participating in the settlement and have brought their own claims. The Canadian class actions, one other U.S. action that is purportedly brought on behalf of different classes of plaintiffs, and an action filed in Israel, remain pending. Based on the facts currently known, it is not possible at this time for us to predict the ultimate outcome of these investigations or proceedings or the timing of their resolution. On July 31, 2015, RBC Capital was added as a new defendant in a pending putative class action initially filed in November 2013 in the United States District Court for the Southern District of New York. The action is brought against multiple foreign exchange dealers and alleges collusive behavior, among other allegations, in foreign exchange trading. Based on the facts currently known, the ultimate resolution of these collective matters is not expected to have a material adverse effect on RBC. On April 13, 2015, RBC Capital s affiliate, Royal Bank of Canada Trust Company (Bahamas) Limited (RBC Bahamas), was charged in France with complicity in tax fraud. RBC Bahamas believes that its actions did not violate French law and contested the charge in the French court. The trial of this matter has concluded and a verdict was delivered on January 12, 2017, acquitting the company and the other defendants and on June 29, 2018, the French appellate court affirmed the acquittals. The acquittals are being appealed. Various regulators and competition and enforcement authorities around the world, including in Canada, the United Kingdom, and the U.S., are conducting investigations related to certain past submissions made by panel banks in connection with the setting of the U.S. dollar London interbank offered rate ("LIBOR"). These investigations focus on allegations of collusion between the banks that were on the panel to make submissions for certain LIBOR rates. Royal Bank of Canada, RBC Capital s indirect parent, is a member of certain LIBOR panels, including the U.S. dollar LIBOR panel, and has in the past been the subject of regulatory requests for information. In addition, Royal Bank of Canada and other U.S. dollar panel banks have been named as defendants in private lawsuits filed in the U.S. with respect to the setting of LIBOR including a number of class action lawsuits which have been consolidated before the U.S. District Court for the Southern District of New York. The complaints in those private lawsuits assert claims against us and other panel banks under various U.S. laws, including U.S. antitrust laws, the U.S. Commodity Exchange Act, and state law. On February 28, 2018, the motion by the plaintiffs in the class action lawsuits to have the class certified was denied in relation to Royal Bank of Canada. As such, unless that ruling is reversed on appeal, Royal Bank of Canada is no longer a defendant in any pending class action. Royal Bank of Canada is still a party to the various individual LIBOR actions. Based on the facts currently known, it is not possible at this time for us to predict the ultimate outcome of these investigations or proceedings or the timing of their resolution. Thornburg Mortgage Inc. ("TMST") and RBC Capital were parties to a master repurchase agreement executed in September 2003 whereby TMST financed its purchase of residential mortgage-backed securities. Upon TMST s default during the financial crisis, RBC Capital valued TMST s collateral at allegedly deflated prices. After TMST s bankruptcy filing, TMST s trustee brought suit against RBC Capital in 2011 for breach of contract. In 2015, TMST was awarded more than $45 million in damages. RBC Capital has appealed. The appeals court set a briefing schedule and simultaneously ordered the parties to participate in a mediation. The parties subsequently reached an agreement to settle the matter; a motion to approve the settlement was filed with the bankruptcy court on January 10, 2016 and granted on February 27, 2017. On October 14, 2014, the Delaware Court of Chancery (the "Court of Chancery") in a class action brought by former shareholders of Rural/Metro Corporation, held RBC Capital liable for aiding and abetting a breach of fiduciary duty by three Rural/Metro directors, but did not make an additional award for attorney s fees. A final judgment was entered on February 19, 2015 in the amount of US$93 million plus post judgment interest. RBC Capital appealed the Court of Chancery s determination of liability and quantum of damages, and the plaintiffs cross-appealed the ruling on additional attorneys fees. On November 30, 2015, the Delaware Supreme Court affirmed the Court of Chancery with respect to both the appeal and cross-appeal. RBC Capital is cooperating with an investigation by the SEC relating to this matter. In particular, the SEC contended that RBC Capital caused materially false and misleading information to be included in the proxy statement that Rural filed to solicit shareholder approval for the sale in violation of section 14(A) of the Exchange Act and Rule 14A-9 thereunder. On August 31, 2016, RBC Capital was ordered by the SEC to cease and desist and paid $500,000 in disgorgement, plus interest of $77,759 and a civil penalty of $2 million. Please see RBC Capital s Form BD, which is available on the FINRA BrokerCheck program, for more details. RBC Capital will act only as clearing broker for USL and as such will be paid commissions for executing and clearing trades on behalf of USL. RBC Capital has not passed upon the adequacy or accuracy of this disclosure document. RBC Capital will not act in any supervisory capacity with respect to USCF or participate in the management of USCF or USL. RBC Capital is not affiliated with USL or USCF. Therefore, neither USCF nor USL believes that there are any conflicts of interest with RBC Capital or its trading principals arising from its acting as USL s FCM. RCG Division of Marex Spectron On May 28, 2020, USL entered into a Commodity Futures Customer Agreement with RCG Division of Marex Spectron ("RCG") to serve as a FCM for USL. This agreement requires RCG to provide services to USL in connection with the purchase and sale of Oil Futures Contracts and other Oil-Related Investments that may be purchased or sold by or through RCG for USL s account. Under this agreement, USL pays RCG commissions for executing and clearing trades on behalf of USL. RCG s primary address is 360 Madison Avenue, 3rd Floor, New York, NY 10017. is registered in the United States with FINRA as a broker-dealer and with the CFTC as an FCM. RCG is a member of various U.S. futures and securities exchanges. RCG is a large broker dealer subject to many different complex legal and regulatory requirements. As a result, certain of RCG s regulators may from time to time conduct investigations, initiate enforcement proceedings and/or enter into settlements with RCG with respect to issues raised in various investigations. RCG complies fully with its regulators in all investigations which may be conducted and in all settlements it may reach. As of the date hereof, RCG has no material litigation to disclose as that term is defined under the U.S. Commodity Exchange Act and the regulations promulgated thereunder. RCG will act only as clearing broker for USL and as such will be paid commissions for executing and clearing trades on behalf of USL. RCG has not passed upon the adequacy or accuracy of this disclosure document. RCG will not act in any supervisory capacity with respect to USCF or participate in the management of USCF or USL. RCG is not affiliated with USL or USCF. Therefore, neither USCF nor USL believes that there are any conflicts of interest with RCG or its trading principals arising from its acting as USL s FCM, Commodity Trading Advisor Currently, USCF does not employ commodity trading advisors for the trading of USL contracts. USCF currently does, however, employ SummerHaven Investment Management, LLC as a trading Advisor for USCI and CPER. If, in the future, USCF does employ commodity trading advisors for USL, it will choose each advisor based on arm s-length negotiations and will consider the advisor s experience, fees and reputation. USL s Fees and Expenses This table describes the fees and expenses that you may pay if you buy and hold shares of USL. You should note that you may pay brokerage commissions on purchases and sales of USL s shares, which are not reflected in the table. Authorized Participants will pay applicable creation and redemption fees. See "Creation and Redemption of Shares—Creation and Redemption Transaction Fee," page 60. Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)(1) Management Fees 0.60%(2) Distribution Fees NONE Other Fund Expenses 0.28% Total Annual Fund Operating Expenses 0.88% (1) Based on amounts for the year ended December 31, 2019. The individual expense amounts in dollar terms are shown in the table below. As used in this table, (i) Professional Expenses include expenses for legal, audit, tax accounting and printing; and (ii) Independent Director and Officer Expenses include amounts paid to independent directors and for officers liability insurance. Management Fees $337,314 Professional Expenses $131,501 Registration Fees $0 Brokerage Commissions $7,261 Licensing Fees $8,433 Independent Director and Officer Expenses $13,028 These amounts are based on USL s average total net assets, which are the sum of daily total net assets of USL divided by the number of calendar days in the year. For the year ended December 31, 2019, USL s average total net assets were $56,218,970.66. (2) USL is contractually obligated to pay USCF a management fee, which is paid monthly, equal to 0.60% per annum of average daily net assets. Breakeven Analysis The breakeven analysis below indicates the approximate dollar returns and percentage required for the redemption value of a hypothetical initial investment in a single share to equal the amount invested twelve months after the investment was made. For purposes of this breakeven analysis, an initial selling price of $12.16 per share which equals the NAV per share at the close of trading on March 31, 2020, is assumed. In order for a hypothetical investment in shares to break even over the next 12 months, assuming a selling price of $12.16 the investment would have to generate 0.880% return or $0.107, rounded to $0.11. This breakeven analysis refers to the redemption of baskets by Authorized Participants and is not related to any gains an individual investor would have to achieve in order to break even. The breakeven analysis is an approximation only. As used in this table, (i) Professional Expenses include expenses for legal, audit, tax accounting and printing; and (ii) Independent Director and Officer Expenses include amounts paid to independent directors and for officers liability insurance. Assumed initial selling price per share(1) $ 12.16 Management Fees (0.600%)(2) $ 0.073 Creation Basket Fee (0.010%)(3) $ (0.001 ) Estimated Brokerage Fee 0.013%(4) $0.002 Interest Income (0.00%)(5) $ (0.00 ) Registration Fee 0.00%(6) $ 0.00 NYMEX Licensing Fee 0.015%(7) $ 0.002 Independent Director and Officer Expenses (0.023%)(8) $ 0.003 Professional Expenses 0.234%(9) $ 0.028 Amount of trading income (loss) required for the redemption value at the end of one year to equal the initial selling price of the share(9) $ 0.107 Percentage of initial selling price per share(9) 0.880 % (1) In order to show how a hypothetical investment in shares would break even over the next 12 months, this breakeven analysis uses an assumed initial selling price of $12.16 per share, which is based on the NAV per share for USL at the close of trading on March 31, 2020. Investors should note that, because USL s NAV changes on a daily basis, the breakeven amount on any given day could be higher or lower than the amount reflected here. (2) USL is contractually obligated to pay USCF a management fee of 0.600% per annum on its average total net assets. "Average total net assets" are the sum of the daily total net assets of USL (the NAV of USL calculated as set forth in "Calculating Per Share NAV" beginning on page 56) divided by the number of calendar days in the year. On days when markets are closed, the daily total net assets are the daily total net assets from the last day when the market was open. See page 3 for a discussion of net assets of USL. (3) Authorized Participants are required to pay a Creation Basket fee of $350 for each order they place to create one or more baskets. This breakeven analysis assumes a hypothetical investment in a single share, which would equal the $350 Creation Basket fee divided by the total number of outstanding shares plus the 50,000 shares created by the Creation Basket. This calculation will always result in a value that is below 0.010%, but for purposes of this breakeven analysis we assume a creation basket fee of 0.010%. (4) This amount is based on the actual brokerage fees for USL calculated on an annualized basis and includes an estimated half-turn commission of $3.50. A half-turn commission is the commissions liability related to FCM transaction fees for futures contracts on a half-turn basis. (5) USL earns interest on its assets, including its Treasuries holdings. Given market volatility in 2020 arising from the COVID-19 pandemic and other geopolitical issues. USL believes it is reasonable to assume that it will not earn any significant interest income in 2020. (6) USL pays fees to the SEC and FINRA to register its shares for sale. This amount is based on actual registration fees for USL calculated on an annualized basis. This fee may vary in the future. (7) The NYMEX Licensing Fee is 0.015% on aggregate net assets of the Related Public Funds, except BNO, USCI, and CPER. For more information see "USL s Fees and Expenses." (8) Independent Director and Officer Expenses include amounts paid to independent directors and for officers liability insurance. The foregoing assumes that the average total net assets of USL as of December 31, 2019, which were $56,218,970.66, were aggregated with the average total net assets of the Related Public Funds as of December 31, 2019, that the aggregate fees paid to the independent directors for 2019 was $556,951, and that the allocable portion of the fees borne by USL based on the proportion of its average total net assets when aggregated with the average total net assets of the Related Public Funds equals $13,028. (9) Professional Expenses include expenses for legal, audit, tax accounting and printing. USL s costs attributable to Professional Expenses for 2019 is $131,501. The number in the break-even table assumes USL had $56,218,970.66 in average total net assets during the calendar year ended December 31, 2019. Conflicts of Interest There are present and potential future conflicts of interest in USL s structure and operation you should consider before you purchase shares. USCF will use this notice of conflicts as a defense against any claim or other proceeding made. If USCF is not able to resolve these conflicts of interest adequately, it may impact USL s and the Related Public Funds ability to achieve their investment objectives. USL and USCF may have inherent conflicts to the extent USCF attempts to maintain USL s asset size in order to preserve its fee income and this may not always be consistent with USL s objective of having the value of its share s NAV track changes in the average price of the Benchmark Oil Futures Contracts. USCF s officers, directors and employees, do not devote their time exclusively to USL. These persons are directors, officers or employees of other entities which may compete with USL for their services. They could have a conflict between their responsibilities to USL and to those other entities. USCF has adopted policies that prohibit their principals, officers, directors and employees from trading futures and related contracts in which either USL or any of the Related Public Funds invests. These policies are intended to prevent conflicts of interest occurring where USCF, or their principals, officers, directors or employees could give preferential treatment to their own accounts or trade their own accounts ahead of or against USL or any of the Related Public Funds. USCF has sole current authority to manage the investments and operations of USL, and this may allow it to act in a way that furthers its own interests which may create a conflict with your best interests. Limited partners have limited voting control, which will limit their ability to influence matters such as amendment of the LP Agreement, change in USL s basic investment policy, dissolution of USL, or the sale or distribution of USL s assets. USCF serves as general partner or sponsor to each of USL and the Related Public Funds. USCF may have a conflict to the extent that its trading decisions for USL may be influenced by the effect they would have on the other funds it manages. By way of example, if, as a result of reaching position limits imposed by the NYMEX, USL purchased oil futures contracts, this decision could impact USL s ability to purchase additional oil futures contracts if the number of contracts held by funds managed by USCF reached the maximum allowed by the NYMEX. Similar situations could adversely affect the ability of any fund to track its benchmark futures contract. In addition, USCF is required to indemnify the officers and directors of the other funds, if the need for indemnification arises. This potential indemnification will cause USCF s assets to decrease. If USCF s other sources of income are not sufficient to compensate for the indemnification, then USCF may terminate and you could lose your investment. Whenever a conflict of interest exists or arises between USCF on the one hand, and the partnership or any limited partner, on the other hand, any resolution or course of action by USCF in respect of such conflict of interest shall be permitted and deemed approved by all partners and shall not constitute a breach of the LP Agreement or of any agreement contemplated hereby or of a duty stated or implied by law or equity, if the resolution or course of action is, or by operation of the LP Agreement is deemed to be, fair and reasonable to the partnership. If a dispute arises, under the LP Agreement it will be resolved either through negotiations with USCF or by courts located in the State of Delaware. Under the LP Agreement, any resolution is deemed to be fair and reasonable to the partnership if the resolution is: approved by the audit committee, although no party is obligated to seek approval and USCF may adopt a resolution or course of action that has not received approval; on terms no less favorable to the limited partners than those generally being provided to or available from unrelated third parties; or fair to the limited partners, taking into account the totality of the relationships of the parties involved including other transactions that may be particularly favorable or advantageous to the limited partners. The previous risk factors and conflicts of interest are complete as of the date of this prospectus; however, additional risks and conflicts may occur which are not presently foreseen by USCF. You may not construe this prospectus as legal or tax advice. Before making an investment in this fund, you should read this entire prospectus, including the LP Agreement, which can be found on USL s website at www.uscfinvestments.com. You should also consult with your personal legal, tax, and other professional advisors. Interests of Named Experts and Counsel USCF has employed Eversheds Sutherland (US) LLP to prepare this prospectus. Neither the law firm nor any other expert hired by USL to give advice on the preparation of this offering document has been hired on a contingent fee basis. None of them have any present or future expectation of interest in USCF, Marketing Agent, Authorized Participants, Custodian, Administrator or other service providers to USL. Ownership or Beneficial Interest in USL As of March 31, 2020, neither USCF nor any of the directors or executive officers of USCF own any shares of USL. In addition, as of such date, USL is not aware of any 5% holder of its shares. USCF s Responsibilities and Remedies Pursuant to the DRULPA ("Delaware Revised Uniform Limited Partnership Act"), parties may contractually modify or even eliminate fiduciary duties in a limited partnership agreement to the limited partnership itself, or to another partner or person otherwise bound by the limited partnership agreement. Parties may not, however, eliminate the implied covenant of good faith and fair dealing. Where parties unambiguously provide for fiduciary duties in a limited partnership agreement, those expressed duties become the standard that courts will use to determine whether such duties were breached. For this reason, USL s limited partnership agreement does not explicitly provide for any fiduciary duties so that common law fiduciary duty principles will apply to measure USCF s conduct. A prospective investor should be aware that USCF has a responsibility to limited partners of USL to exercise good faith and fairness in all dealings. The fiduciary responsibility of USCF to limited partners is a developing and changing area of the law and limited partners who have questions concerning the duties of USCF should consult with their counsel. In the event that a limited partner of USL believes that USCF has violated its fiduciary duty to the limited partners, he may seek legal relief individually or on behalf of USL under applicable laws, including under DRULPA and under commodities laws, to recover damages from or require an accounting by USCF. Limited partners may also have the right, subject to applicable procedural and jurisdictional requirements, to bring class actions in federal court to enforce their rights under the federal securities laws and the rules and regulations promulgated thereunder by the SEC. Limited partners who have suffered losses in connection with the purchase or sale of the shares may be able to recover such losses from USCF where the losses result from a violation by USCF of the federal securities laws. State securities laws may also provide certain remedies to limited partners. Limited partners should be aware that performance by USCF of its fiduciary duty is measured by the terms of the LP Agreement as well as applicable law. Limited partners are afforded certain rights to institute reparations proceedings under the Commodity Exchange Act ("CEA") for violations of the CEA or of any rule, regulation or order of the CFTC by USCF. Liability and Indemnification Under the LP Agreement, neither a general partner nor any employee or other agent of USL nor any officer, director, stockholder, partner, employee or agent of a general partner (a "Protected Person") shall be liable to any partner or USL for any mistake of judgment or for any action or inaction taken, nor for any losses due to any mistake of judgment or to any action or inaction or to the negligence, dishonesty or bad faith of any officer, director, stockholder, partner, employee, agent of USL or any officer, director, stockholder, partner, employee or agent of such general partner, provided that such officer, director, stockholder, partner, employee, or agent of the partner or officer, director, stockholder, partner, employee or agent of such general partner was selected, engaged or retained by such general partner with reasonable care, except with respect to any matter as to which such general partner shall have been finally adjudicated in any action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Protected Person s action was in the best interests of USL and except that no Protected Person shall be relieved of any liability to which such Protected Person would otherwise be subject by reason of willful misfeasance, gross negligence or reckless disregard of the duties involved in the conduct of the Protected Person s office. USL shall, to the fullest extent permitted by law, but only out of USL assets, indemnify and hold harmless a general partner and each officer, director, stockholder, partner, employee or agent thereof (including persons who serve at USL s request as directors, officers or trustees of another organization in which USL has an interest as a shareholder, creditor or otherwise) and their respective Legal Representatives and successors (hereinafter referred to as a "Covered Person") against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceedings, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of an alleged act or omission as a general partner or director or officer thereof, or by reason of its being or having been such a general partner, director or officer, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person s action was in the best interest of USL, and except that no Covered Person shall be indemnified against any liability to USL or limited partners to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person s office. Expenses, including counsel fees so incurred by any such Covered Person, may be paid from time to time by USL in advance of the final disposition of any such action, suit or proceeding on the condition that the amounts so paid shall be repaid to USL if it is ultimately determined that the indemnification of such expenses is not authorized hereunder. Meetings Meetings of limited partners may be called by USCF and may be called by it upon the written request of limited partners holding at least 20% of the outstanding shares of USL. USCF shall deposit written notice to all limited partners of the meeting and the purpose of the meeting, which shall be held on a date not less than 30 nor more than 60 days after the date of mailing of such notice, at a reasonable time and place. USCF may also call a meeting upon not less than 20 and not more than 60 days prior notice. Each limited partner appoints USCF and each of its authorized officers as its attorney-in-fact with full power and authority in its name, place and stead to execute, swear to, acknowledge, deliver, file and record all ballots, consents, approval waivers, certificates and other instruments necessary or appropriate, in the sole discretion of USCF, to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the partner of USL. However, when the LP Agreement establishes a percentage of the limited partners required to take any action, USCF may exercise such power of attorney made only after the necessary vote, consent or approval of the limited partners. Termination Events USL will dissolve at any time upon the happening of any of the following events: The bankruptcy, dissolution, withdrawal, or removal of USCF, unless a majority in interest of the limited partners within 90 days after such event elects to continue USL and appoints a successor general partner; or The affirmative vote of a majority in interest of the limited partners, provided that prior to or concurrently with such vote, there shall have been established procedures for the assumption of USL s obligations arising under any agreement to which USL is a party and which is still in force immediately prior to such vote regarding termination, and there shall have been an irrevocable appointment of an agent who shall be empowered to give and receive notices, reports and payments under such agreements, and hold and exercise such other powers as are necessary to permit all other parties to such agreements to deal with such agent as if the agent were the sole owner of USL s interest, which procedures are agreed to in writing by each of the other parties to such agreements. Provisions of Law According to applicable law, indemnification of USCF is payable only if USCF determined, in good faith, that the act, omission or conduct that gave rise to the claim for indemnification was in the best interest of USL and the act, omission or activity that was the basis for such loss, liability, damage, cost or expense was not the result of negligence or misconduct and such liability or loss was not the result of negligence or misconduct by USCF, and such indemnification or agreement to hold harmless is recoverable only out of the assets of USL and not from the members, individually. Provisions of Federal and State Securities Laws This offering is made pursuant to federal and applicable state securities laws. The SEC and state securities agencies take the position that indemnification of USCF that arises out of an alleged violation of such laws is prohibited unless certain conditions are met. Those conditions require that no indemnification of USCF or any underwriter for USL may be made in respect of any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the party seeking indemnification and the court approves the indemnification; (ii) such claim has been dismissed with prejudice on the merits by a court of competent jurisdiction as to the party seeking indemnification; or (iii) a court of competent jurisdiction approves a settlement of the claims against the party seeking indemnification and finds that indemnification of the settlement and related costs should be made, provided that, before seeking such approval, USCF or other indemnitee must apprise the court of the position held by regulatory agencies against such indemnification. These agencies are the SEC and the securities administrator of the State or States in which the plaintiffs claim they were offered or sold membership interests. Provisions of the 1933 Act and NASAA Guidelines Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to USCF or its directors, officers, or persons controlling USL, USL has been informed that SEC and the various State administrators believe that such indemnification is against public policy as expressed in the 1933 Act and the North American Securities Administrators Association, Inc. ("NASAA") commodity pool guidelines and is therefore unenforceable. Books and Records USL keeps its books of record and account at its office located at 1850 Mt. Diablo Boulevard, Suite 640, Walnut Creek, California 94596 or at the offices of the Administrator at its office located at 50 Post Office Square, Boston, Massachusetts, 02110, or such office, including of an administrative agent, as it may subsequently designate upon notice. These books and records are open to inspection by any person who establishes to USL s satisfaction that such person is a limited partner upon reasonable advance notice at all reasonable times during the usual business hours of USL. USL keeps a copy of USL s LP Agreement on file in its office which is available for inspection on reasonable advance notice at all reasonable times during its usual business hours by any limited partner. Statements, Filings, and Reports At the end of each fiscal year, USL will furnish to banks, broker dealers and trust companies ("DTC Participants") for distribution to each person who is a shareholder at the end of the fiscal year an annual report containing USL s audited financial statements and other information about USL. USCF is responsible for the registration and qualification of the shares under the federal securities laws and federal commodities laws and any other securities and blue-sky laws of the United States or any other jurisdiction as USCF may select. USCF is responsible for preparing all reports required by the SEC, NYSE Arca and the CFTC, but has entered into an agreement with the Administrator to prepare these reports as required by the SEC, CFTC and the NYSE Arca on USL s behalf. The financial statements of USL will be audited, as required by law and as may be directed by USCF, by an independent registered public accounting firm designated from time to time by USCF. The accountants report will be furnished by USL to shareholders upon request. USL will make such elections, file such tax returns, and prepare, disseminate and file such tax reports, as it is advised by its counsel or accountants are from time to time required by any applicable statute, rule or regulation. Reports to Limited Partners In addition to periodic reports filed with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, all of which can be accessed on the SEC s website at www.sec.gov or on USL s website at www.uscfinvestments.com, USL, pursuant to the LP Agreement, will provide the following reports to limited partners in the manner prescribed below: Annual Reports. Within 90 days after the end of each fiscal year, USCF shall cause to be delivered to each limited partner who was a limited partner at any time during the fiscal year, an annual report containing the following: (i) financial statements of the partnership, including, without limitation, a balance sheet as of the end of the partnership s fiscal year and statements of income, partners equity and changes in financial position, for such fiscal year, which shall be prepared in accordance with accounting principles generally accepted in the United States of America consistently applied and shall be audited by a firm of independent certified public accountants registered with the Public Company Accounting Oversight Board, (ii) a general description of the activities of the partnership during the period covered by the report, and (iii) a report of any material transactions between the partnership and USCF or any of its affiliates, including fees or compensation paid by the partnership and the services performed by USCF or any such affiliate for such fees or compensation. Quarterly Reports. Within 45 days after the end of each quarter of each fiscal year, USCF shall cause to be delivered to each limited partner who was a limited partner at any time during the quarter then ended, a quarterly report containing a balance sheet and statement of income for the period covered by the report, each of which may be unaudited but shall be certified by USCF as fairly presenting the financial position and results of operations of the partnership during the period covered by the report. The report shall also contain a description of any material event regarding the business of the partnership during the period covered by the report. Monthly Reports. Within 30 days after the end of each month, USCF shall cause to be posted on its website and, upon request, to be delivered to each limited partner who was a limited partner at any time during the month then ended, a monthly report containing an account statement, which will include a statement of income (loss) and a statement of changes in NAV, for the prescribed period. In addition, the account statement will disclose any material business dealings between the partnership, USCF, commodity trading advisor (if any), FCM, or the principals thereof that previously have not been disclosed in this prospectus or any amendment thereto, other account statements or annual reports. USL will provide information to its shareholders to the extent required by applicable SEC, CFTC, and NYSE Arca requirements. An issuer, such as USL, of exchange-traded securities may not always readily know the identities of the investors who own those securities. USL will post the same information that would otherwise be provided in USL s reports to limited partners described above including its monthly account statements, which will include, without limitation, USL s NAV, on USL s website www.uscfinvestments.com. Fiscal Year The fiscal year of USL is the calendar year. USCF may select an alternate fiscal year. Governing Law; Consent to Delaware Jurisdiction The rights of USCF, USL, DTC (as registered owner of USL s global certificate for shares) and the shareholders, are governed by the laws of the State of Delaware. USCF, USL and DTC and, by accepting shares, each DTC Participant and each shareholder, consent to the jurisdiction of the courts of the State of Delaware and any federal courts located in Delaware. Such consent is not required for any person to assert a claim of Delaware jurisdiction over USCF or USL. Legal Matters Litigation and Claims Within the past 5 years of the date of this prospectus, there have been no material administrative, civil or criminal actions against USCF, USL, or any principal or affiliate of any of them. This includes any actions pending, on appeal, concluded, threatened, or otherwise known to them. Legal Opinion Eversheds Sutherland (US) LLP is counsel to and advises USL and USCF with respect to the preparation of shares being offered hereby and has passed upon the validity of the shares being issued hereunder. Eversheds Sutherland (US) LLP has also provided USL with its opinion with respect to federal income tax matters addressed herein. Experts Spicer Jeffries LLP, an independent registered public accounting firm, has audited the statements of financial condition of USL as of December 31, 2019 and December 31, 2018, including the schedule of investments as of December 31, 2019 and 2018, and the related statements of operations, changes in partners capital and cash flows for the years ended December 31, 2019, 2018 and 2017, that appear in the annual report on Form 10-K that is incorporated by reference. The financial statements of USL in the Form 10-K were included herein in reliance upon the report of Spicer Jeffries LLP dated March 13, 2020, given on its authority of such firm as experts in accounting and auditing. U.S. Federal Income Tax Considerations The following discussion summarizes the material U.S. federal income tax consequences of the purchase, ownership and disposition of shares in USL, and the U.S. federal income tax treatment of USL, as of the date hereof. This discussion is applicable to a beneficial owner of shares who purchases shares in the offering to which this prospectus relates, including a beneficial owner who purchases shares from an Authorized Participant. Except where noted otherwise, it deals only with shares held as capital assets and does not deal with special situations, such as those of dealers in securities or currencies, financial institutions, tax-exempt entities, insurance companies, persons holding shares as a part of a position in a "straddle" or as part of a "hedging," "conversion" or other integrated transaction for federal income tax purposes, traders in securities or commodities that elect to use a mark-to-market method of accounting, or holders of shares whose "functional currency" is not the U.S. dollar. Furthermore, the discussion below is based upon the provisions of the Code, as amended, and regulations ("Treasury Regulations"), rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified so as to result in U.S. federal income tax consequences different from those discussed below. Persons considering the purchase, ownership or disposition of shares should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction. As used herein, a "U.S. shareholder" of a share means a beneficial owner of a share that is a U.S. person. A "U.S. person," for United States federal income tax purposes, is (i) a citizen or resident of the United States, (ii) a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust (X) that is subject to the supervision of a court within the United States and the control of one or more United States persons as described in section 7701(a)(30) of the Code or (Y) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person. A "non-U.S. shareholder" is a holder that is not a U.S. shareholder and a "non-U.S. person" is an individual or entity that is not a U.S. person. If a partnership holds our shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our shares, you should consult your own tax advisor regarding the tax consequences. USL has received the opinion of Eversheds Sutherland (US) LLP, counsel to USL, that the material U.S. federal income tax consequences to USL and to U.S. shareholders and non-U.S. shareholders will be as described below. In rendering its opinion, Eversheds Sutherland (US) LLP has relied on the facts described in this prospectus as well as certain factual representations made by USL and USCF. The opinion of Eversheds Sutherland (US) LLP is not binding on the IRS, and as a result, the IRS may not agree with the tax positions taken by USL. If challenged by the IRS, USL s tax positions might not be sustained by the courts. No ruling has been requested from the IRS with respect to any matter affecting USL or prospective investors. EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN TAX ADVISOR AS TO HOW U.S. FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN USL APPLY TO YOU AND AS TO HOW THE APPLICABLE STATE, LOCAL OR FOREIGN TAXES APPLY TO YOU. Tax Status of USL USL is organized and operated as a limited partnership in accordance with the provisions of the LP Agreement and applicable state law. Under the Code, an entity classified as a partnership that is deemed to be a "publicly traded partnership" is generally taxable as a corporation for federal income tax purposes. The Code provides an exception to this general rule for a publicly traded partnership whose gross income for each taxable year of its existence consists of at least 90% "qualifying income" ("qualifying income exception"). For this purpose, section 7704 defines "qualifying income" as including, in pertinent part, interest (other than from a financial business), dividends and gains from the sale or disposition of capital assets held for the production of interest or dividends. In addition, in the case of a partnership a principal activity of which is the buying and selling of commodities (other than as inventory) or of futures, forwards and options with respect to commodities, "qualifying income" includes income and gains from such commodities and futures, forwards and options with respect to commodities. USL and USCF have represented the following to Eversheds Sutherland (US) LLP: At least 90% of USL s gross income for each taxable year will be derived from (i) income and gains from commodities (not held as inventory) or futures, forwards, options, swaps and other notional principal contracts with respect to commodities, and (ii) interest income; USL is organized and operated in accordance with its governing agreements and applicable law; USL has not elected, and will not elect, to be classified as a corporation for U.S. federal income tax purposes. Based in part on these representations, Eversheds Sutherland (US) LLP is of the opinion that USL will be classified as a partnership for federal income tax purposes and that it is not taxable as a corporation for such purposes. USL s taxation as a partnership rather than a corporation will require USCF to conduct USL s business activities in such a manner that it satisfies the qualifying income exception on a continuing basis. No assurance can be given that USL s operations for any given year will produce income that satisfies the requirements of the qualifying income exception. Eversheds Sutherland (US) LLP will not review USL s ongoing compliance with these requirements and will have no obligation to advise USL or USL s shareholders in the event of any subsequent change in the facts, representations or applicable law relied upon in reaching its opinion. If USL failed to satisfy the qualifying income exception in any year, other than a failure that is determined by the IRS to be inadvertent and that is cured within a reasonable time after discovery, USL would be taxable as a corporation for federal income tax purposes and would pay federal income tax on its income at regular corporate rates. In that event, shareholders would not report their share of USL s income or loss on their returns. In addition, distributions to shareholders would be treated as dividends to the extent of USL s current and accumulated earnings and profits. Subject to holding period and other requirements, any such dividend would be a qualifying dividend subject to U.S. federal income tax at the lower maximum tax rates applicable to long-term capital gains. To the extent a distribution exceeded USL s earnings and profits, the distribution would be treated as a return of capital to the extent of a shareholder s basis in its shares, and thereafter as gain from the sale of shares. Accordingly, if USL were to be taxable as a corporation, it would likely have a material adverse effect on the economic return from an investment in USL and on the value of the shares. The remainder of this summary assumes that USL is classified as a partnership for federal income tax purposes and that it is not taxable as a corporation. U.S. Shareholders Tax Consequences of Ownership of Shares Taxation of USL s Income. No U.S. federal income tax is paid by USL on its income. Instead, USL files annual information returns, and each U.S. shareholder is required to report on its U.S. federal income tax return its allocable share of the income, gain, loss, deduction, and credit of USL. For example, shareholders must take into account their share of ordinary income realized by USL from accruals of interest on Treasuries and other investments, and their share of gain from Oil Interests. These items must be reported without regard to the amount (if any) of cash or property the shareholder receives as a distribution from USL during the taxable year. Consequently, a shareholder may be allocated income or gain by USL but receive no cash distribution with which to pay its tax liability resulting from the allocation, or may receive a distribution that is insufficient to pay such liability. Because USCF currently does not intend to make distributions, it is likely that in any year USL realizes net income and/or gain that a U.S. shareholder will be required to pay taxes on its allocable share of such income or gain from sources other than USL distributions. In addition, individuals with income in excess of $200,000 ($250,000 in the case of married individuals filing jointly) and certain estates and trusts are subject to an additional 3.8% tax on their "net investment income," which generally includes net income from interest, dividends, annuities, royalties, and rents, and net capital gains (other than certain amounts earned from trades or businesses). The income subject to the additional 3.8% tax includes any income from businesses involved in the trading of financial instruments or commodities. Allocations of USL s Profit and Loss. Under Code section 704, the determination of a partner s distributive share of any item of income, gain, loss, deduction or credit is governed by the applicable organizational document unless the allocation provided by such document lacks "substantial economic effect." An allocation that lacks substantial economic effect nonetheless will be respected if it is in accordance with the partners interests in the partnership, determined by taking into account all facts and circumstances relating to the economic arrangements among the partners. Subject to the discussion below, concerning certain conventions to be used by USL, allocations of USL income pursuant to the Partnership Agreement should be considered as having substantial economic effect or as being in accordance with a shareholder s interest in USL. In general, USL applies a monthly closing-of-the-books convention in determining allocations of economic profit or loss to shareholders. Income, gain, loss and deduction are determined on a monthly "mark-to-market" basis, taking into account our accrued income and deductions and realized and unrealized gains and losses for the month. Items of taxable income, deduction, gain, loss and credit recognized by USL for federal income tax purposes for any taxable year are allocated among holders in a manner that equitably reflects the allocation of economic profit or loss. Under the modified monthly allocation convention used by USL, the investor who holds a share as of the close of business on the last trading day of the previous month will be treated for purposes of making allocations as if it owned the share throughout the current month even if such investor disposes of such share during the current month. For example, an investor who buys a share on April 10 of a year and sells it on May 20 of the same year will be allocated all of the tax items attributable to May (because he is deemed to hold it through the last day of May) but will not be allocated any of the tax items attributable to April. The tax items attributable to that share for April will be allocated to the person who is the actual or deemed holder of the share as of the close of business on the last trading day of March. Under the monthly convention, an investor who purchases and sells a share during the same month, and therefore does not hold (and is not deemed to hold) the share at the close of business on the last trading day of either that month or the previous month, will receive no allocations with respect to that share for any period. Accordingly, investors may receive no allocations with respect to shares that they actually held, or may receive allocations with respect to shares attributable to periods that they did not actually hold the shares. By investing in shares, a U.S. Shareholder agrees that, in the absence of new legislation, regulatory or administrative guidance, or judicial rulings to the contrary, it will file its U.S. income tax returns in a manner that is consistent with the monthly allocation convention as described above and with the IRS Schedule K-1 or any successor form provided to shareholders by USL. In addition, for any month in which a Creation Basket is issued or a Redemption Basket is redeemed, USL generally will credit or debit the "book" capital accounts of its existing shareholders with any unrealized gain or loss on USL s assets. The capital accounts as adjusted in this manner will be used in making tax allocations intended to account for the differences between the tax basis and fair market value of the assets of USL at the time new shares are issued or outstanding shares are redeemed (so-called "reverse Code section 704(c) allocations"). The intended effect of these adjustments is to equitably allocate among shareholders any unrealized appreciation or depreciation in USL s assets existing at the time of a contribution or redemption for book and tax purposes. USL applies certain conventions in determining and allocating items for tax purposes in order to reduce the complexity and costs of administration. USCF believes that application of these conventions is consistent with the intent of the partnership provisions of the Code and the applicable Treasury Regulations, and that the resulting allocations will have substantial economic effect or otherwise should be respected as being in accordance with shareholders interests in USL for federal income tax purposes. The Code and existing Treasury Regulations do not expressly permit adoption of these conventions although the monthly allocation convention described above is consistent with methods permitted under the applicable Treasury Regulations, as well as the legislative history for the provisions that require allocations to appropriately reflect changes in ownership interests. It is possible that the IRS could successfully challenge USL s allocations methods on the ground that they do not satisfy the technical requirements off the Code or Treasury Regulations, requiring a shareholder to report a greater or lesser share of items of income, gain, loss, deduction, or credit than if our method were respected. USCF is authorized to revise our allocation method to conform to any method permitted under future Treasury Regulations. The assumptions and conventions used in making tax allocations may cause a shareholder to be allocated more or less income or loss for federal income tax purposes than its proportionate share of the economic income or loss realized by USL during the period it held its shares. This "mismatch" between taxable and economic income or loss in some cases may be temporary, reversing itself in a later period when the shares are sold, but could be permanent. Section 754 Election. USL has made the election permitted by section 754 of the Code, which election is irrevocable without the consent of the Service. The effect of this election is that, in connection with secondary market sales, we adjust the purchaser s proportionate share of the tax basis of our assets to fair market value, as reflected in the price paid for the shares, as if the purchaser had directly acquired an interest in our assets. The section 754 election is intended to eliminate disparities between a partner s basis in its partnership interest and its share of the tax bases of the partnership s assets, so that the partner s allocable share of taxable gain or loss on a disposition of an asset will correspond to its share of the appreciation or depreciation in the value of the asset since it acquired its interest. Depending on the price paid for shares and the tax bases of USL s assets at the time of the purchase, the effect of the section 754 election on a purchaser of shares may be favorable or unfavorable. In order to make the appropriate basis adjustments in a cost-effective manner, USL will use certain simplifying conventions and assumptions. In particular, all transfers of shares in USL will be deemed to take place at a price (the "single monthly price") equal to the value of such share at the end of the Business Day during the month in which the transfer takes place on which the value of a share is lowest at close of the market. Adjustments to be made under Sections 734(b) and 743(b) of the Code will be made using the same monthly convention, including by reference to the single monthly price. It is possible the IRS will successfully assert that the conventions and assumptions applied are improper and require different basis adjustments to be made, which could adversely affect some shareholders. Mark to Market of Certain Exchange-Traded Contracts. For federal income tax purposes, USL generally is required to use a "mark-to-market" method of accounting under which unrealized gains and losses on instruments constituting "section 1256 contracts" are recognized currently. A section 1256 contract is defined as: (1) a futures contract that is traded on or subject to the rules of a national securities exchange which is registered with the SEC, a domestic board of trade designated as a contract market by the CFTC, or any other board of trade or exchange designated by the Secretary of the Treasury, and with respect to which the amount required to be deposited and the amount that may be withdrawn depends on a system of "marking to market"; (2) a forward contract on exchange-traded foreign currencies, where the contracts are traded in the interbank market; (3) a non-equity option traded on or subject to the rules of a qualified board or exchange; (4) a dealer equity option; or (5) a dealer securities futures contract. Under these rules, section 1256 contracts held by USL at the end of each taxable year, including for example Futures Contracts and options on Futures Contracts traded on a U.S. exchange or board of trade or certain foreign exchanges, are treated as if they were sold by USL for their fair market value on the last business day of the taxable year. A shareholder s distributive share of USL s net gain or loss with respect to each section 1256 contract generally is treated as long-term capital gain or loss to the extent of 60 percent thereof, and as short-term capital gain or loss to the extent of 40 percent thereof, without regard to the actual holding period ("60 — 40 treatment"). Many of USL s Futures Contracts and some of their other commodity interests will qualify as "section 1256 contracts" under the Code. Gain or loss recognized through disposition, termination or marking-to-market of USL s section 1256 contracts will be subject to 60 — 40 treatment and allocated to shareholders in accordance with the monthly allocation convention. Cleared swaps and other commodity swaps will most likely not qualify as section 1256 contracts. If a commodity swap is not treated as a section 1256 contract, any gain or loss on the swap recognized at the time of disposition or termination will be long-term or short-term capital gain or loss depending on the holding period of the swap. Limitations on Deductibility of Losses and Certain Expenses. A number of different provisions of the Code may defer or disallow the deduction of losses or expenses allocated to you by USL, including but not limited to those described below. A shareholder s deduction of its allocable share of any loss of USL is limited to the lesser of (1) the tax basis in its shares or (2) in the case of a shareholder that is an individual or a closely held corporation, the amount which the shareholder is considered to have "at risk" with respect to our activities. In general, the amount at risk will be your invested capital plus your share of any recourse debt of USL for which you are liable. Losses in excess of the lesser of tax basis or the amount at risk must be deferred until years in which USL generates additional taxable income against which to offset such carryover losses or until additional capital is placed at risk. Noncorporate taxpayers are permitted to deduct capital losses only to the extent of their capital gains for the taxable year plus $3,000 of other income. Unused capital losses can be carried forward and used to offset capital gains in future years. In addition, a noncorporate taxpayer may elect to carry back net losses on section 1256 contracts to each of the three preceding years and use them to offset section 1256 contract gains in those years, subject to certain limitations. Corporate taxpayers generally may deduct capital losses only to the extent of capital gains, subject to special carryback and carryforward rules. For taxable years beginning before January 1, 2026, otherwise deductible expenses incurred by noncorporate taxpayers constituting "miscellaneous itemized deductions," generally including investment-related expenses (other than interest and certain other specified expenses), are not deductible. For taxable years beginning on or after January 1, 2026, such miscellaneous itemized deductions are deductible only to the extent they exceed 2 percent of the taxpayer s adjusted gross income for the year. Although the matter is not free from doubt, we believe management fees we pay to USCF and other expenses we incur will constitute investment-related expenses subject to the miscellaneous itemized deduction limitation, rather than expenses incurred in connection with a trade or business, and will report these expenses consistent with that interpretation. In addition, for taxable years beginning on or after January 1, 2026, the Code imposes additional limitations on the amount of certain itemized deductions allowable to individuals with adjusted gross income in excess of certain amounts by reducing the otherwise allowable portion of such deductions by an amount equal to the lesser of: 3% of the individual s adjusted gross income in excess of certain threshold amounts; or 80% of the amount of certain itemized deductions otherwise allowable for the taxable year. For taxable years beginning before January 1, 2026, noncorporate shareholders are entitled to a deduction (subject to certain limitations) equal to their "combined qualified business income." "Combined qualified business income" for this purpose includes 20% of a noncorporate taxpayer s "qualified publicly traded partnership income." In general, "qualified publicly traded partnership income" includes a noncorporate taxpayer s allocable share of "qualified items" of income, gain, deduction, and loss. A "qualified item" for this purpose is an item of income, gain deduction, or loss that is effectively connected with a US trade or business and includible income for the year. As discussed below, although the matter is not free from doubt, USL believes that the activities directly conducted by USL will not result in USL being engaged in a trade or business within in the United States. See "Non-U.S. Shareholders—Withholding on Allocations and Distributions" below. As a result, we do not anticipate that any of our items of income, gain, deduction, or loss will be reported as "qualified publicly traded partnership income" eligible for the deduction for "combined qualified business income." "Qualified publicly traded partnership income" also includes any gain or loss from the sale of an interest in a partnership to extent attributable to "unrealized receivables" or "inventory" under section 751. (For a discussion of section 751, see "Tax Consequences of Disposition of Shares" below.) A noncorporate taxpayer that recognizes any gain or loss from the sale of an interest in USL that is attributable to "unrealized receivables" or "inventory" under section 751 should consult with such taxpayer s tax advisor to determine whether any portion of such gain or loss constitutes "qualified publicly traded partnership income" eligible for the deduction for "combined qualified business income." A taxpayer is generally prohibited from deducting business interest to the extent that it exceeds the sum of (i) business interest income of such taxpayer, (ii) 30% of the adjusted taxable income of such taxpayer, plus (iii) the floor plan financing interest of such taxpayer. In the case of partnerships, this determination is made at the partnership level. To the extent that the business income of the partnership exceeds the amount necessary to absorb all of the partnership s business interest, such excess amount is allocated to the partners as excess business income, which amount may be used against any business interest of the partner (but not any other partnerships). To the extent that the partnership has any disallowed business interest expense, such amount is allocated among the partners, reduces the partners outside basis in their partnership interests by their allocable shares, and is carried forward to future years. Such carry forward may only be used as a deduction to the extent that the partnership has excess business income in the future. In the event that a partner transfers a partnership interest with any excess business interest carry forward amounts, such amounts increase the partner s basis in its partnership interest immediately before the transfer. Although it is not free from doubt, USL does not anticipate that it will be treated as engaged in a trade or business. As a result, USL does not anticipate that any portion of its interest expense (if any) will constitute business interest or that shareholders will be allocated any excess business income as a result of holding USL shares. Noncorporate shareholders generally may deduct "investment interest expense" only to the extent of their "net investment income." Investment interest expense of a shareholder will generally include any interest accrued by USL and any interest paid or accrued on direct borrowings by a shareholder to purchase or carry its shares, such as interest with respect to a margin account. Net investment income generally includes gross income from property held for investment (including "portfolio income" under the passive loss rules but not, absent an election, long-term capital gains or certain qualifying dividend income) less deductible expenses other than interest directly connected with the production of investment income. To the extent that we allocate losses or expenses to you that must be deferred or disallowed as a result of these or other limitations in the Code, you may be taxed on income in excess of your economic income or distributions (if any) on your shares. As one example, you could be allocated and required to pay tax on your share of interest income accrued by USL for a particular taxable year, and in the same year be allocated a share of a capital loss that you cannot deduct currently because you have insufficient capital gains against which to offset the loss. As another example, you could be allocated and required to pay tax on your share of interest income and capital gain for a year, but be unable to deduct some or all of your share of management fees and/or margin account interest incurred by you with respect to your shares. Shareholders are urged to consult their own professional tax advisors regarding the effect of limitations under the Code on your ability to deduct your allocable share of USL s losses and expenses. Tax Basis of Shares A shareholder s tax basis in its shares is important in determining (1) the amount of taxable gain or loss it will realize on the sale or other disposition of its shares, (2) the amount of non-taxable distributions that it may receive from USL and (3) its ability to utilize its distributive share of any losses of USL on its tax return. A shareholder s initial tax basis of its shares will equal its cost for the shares plus its share of USL s liabilities (if any) at the time of purchase. In general, a shareholder s "share" of those liabilities will equal the sum of (i) the entire amount of any otherwise nonrecourse liability of USL as to which the shareholder or an affiliate is the creditor (a "partner nonrecourse liability") and (ii) a pro rata share of any nonrecourse liabilities of USL that are not partner nonrecourse liabilities as to any shareholder. A shareholder s tax basis in its shares generally will be (1) increased by (a) its allocable share of USL s taxable income and gain and (b) any additional contributions by the shareholder to USL and (2) decreased (but not below zero) by (a) its allocable share of USL s tax deductions and losses and (b) any distributions by USL to the shareholder. For this purpose, an increase in a shareholder s share of USL s liabilities will be treated as a contribution of cash by the shareholder to USL and a decrease in that share will be treated as a distribution of cash by USL to the shareholder. Pursuant to certain IRS rulings, a shareholder will be required to maintain a single, "unified" basis in all shares that it owns. As a result, when a shareholder that acquired its shares at different prices sells less than all of its shares, such shareholder will not be entitled to specify particular shares (e.g., those with a higher basis) as having been sold. Rather, it must determine its gain or loss on the sale by using an "equitable apportionment" method to allocate a portion of its unified basis in its shares to the shares sold. Treatment of USL Distributions. If USL makes non-liquidating distributions to shareholders, such distributions generally will not be taxable to the shareholders for federal income tax purposes except to the extent that the sum of (i) the amount of cash and (ii) the fair market value of marketable securities distributed exceeds the shareholder s adjusted basis of its interest in USL immediately before the distribution. Any cash distributions in excess of a shareholder s tax basis generally will be treated as gain from the sale or exchange of shares. Tax Consequences of Disposition of Shares If a shareholder sells its shares, it will recognize gain or loss equal to the difference between the amount realized and its adjusted tax basis for the shares sold. A shareholder s amount realized will be the sum of the cash or the fair market value of other property received plus its share of any USL debt outstanding. Gain or loss recognized by a shareholder on the sale or exchange of shares held for more than one year will generally be taxable as long-term capital gain or loss; otherwise, such gain or loss will generally be taxable as short-term capital gain or loss. A special election is available under the Treasury Regulations that will allow shareholders to identify and use the actual holding periods for the shares sold for purposes of determining whether the gain or loss recognized on a sale of shares will give rise to long-term or short-term capital gain or loss. It is expected that most shareholders will be eligible to elect, and generally will elect, to identify and use the actual holding period for shares sold. If a shareholder fails to make the election or is not able to identify the holding periods of the shares sold, the shareholder may have a split holding period in the shares sold. Under such circumstances, a shareholder will be required to determine its holding period in the shares sold by first determining the portion of its entire interest in USL that would give rise to long-term capital gain or loss if its entire interest were sold and the portion that would give rise to short-term capital gain or loss if the entire interest were sold. The shareholder would then treat each share sold as giving rise to long-term capital gain or loss and short-term capital gain or loss in the same proportions as if it had sold its entire interest in USL. Under Section 751 of the Code, a portion of a shareholder s gain or loss from the sale of shares (regardless of the holding period for such shares), will be separately computed and taxed as ordinary income or loss to the extent attributable to "unrealized receivables" or "inventory" owned by USL. The term "unrealized receivables" includes, among other things, market discount bonds and short-term debt instruments to the extent such items would give rise to ordinary income if sold by USL. However, the short-term capital gain on section 1256 contracts resulting from 60 — 40 treatment, described above, should not be subject to this rule. If some or all of your shares are lent by your broker or other agent to a third party — for example, for use by the third party in covering a short sale — you may be considered as having made a taxable disposition of the loaned shares, in which case — you may recognize taxable gain or loss to the same extent as if you had sold the shares for cash; any of USL s income, gain, loss or deduction allocable to those shares during the period of the loan will not be reportable by you for tax purposes; and any distributions you receive with respect to the shares will be fully taxable, most likely as ordinary income. Shareholders desiring to avoid these and other possible consequences of a deemed disposition of their shares should consider modifying any applicable brokerage account agreements to prohibit the lending of their shares. Other Tax Matters Information Reporting. We report tax information to the beneficial owners of shares. The IRS has ruled that assignees of partnership interests who have not been admitted to a partnership as partners but who have the capacity to exercise substantial dominion and control over the assigned partnership interests will be considered beneficial owners for federal income tax purposes. On the basis of such ruling, except as otherwise provided herein, we treat the following persons as partners for federal income tax purposes: (1) assignees of shares who are pending admission as limited partners, and (2) shareholders whose shares are held in street name or by another nominee and who have the right to direct the nominee in the exercise of all substantive rights attendant to the ownership of their shares. USL will furnish shareholders each year with tax information on IRS Schedule K-1 (Form 1065), which will be used by the shareholders in completing their tax returns. Persons who hold an interest in USL as a nominee for another person are required to furnish to us the following information: (1) the name, address and taxpayer identification number of the beneficial owner and the nominee; (2) whether the beneficial owner is (a) a person that is not a U.S. person, (b) a foreign government, an international organization or any wholly-owned agency or instrumentality of either of the foregoing, or (c) a tax-exempt entity; (3) the number and a description of shares acquired or transferred for the beneficial owner; and (4) certain information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales. Brokers and financial institutions are required to furnish additional information, including whether they are U.S. persons and certain information on shares they acquire, hold or transfer for their own account. The nominee is required to supply the beneficial owner of the shares with the information furnished to us. Penalties may apply for failure to report required information. Additional 3.8% Tax on Net Investment Income. Individuals with income in excess of $200,000 ($250,000 in the case of married individuals filing jointly) and certain estates and trusts are subject to an additional 3.8% tax on their "net investment income," which generally includes net income from interest, dividends, annuities, royalties, and rents, and net capital gains (other than certain amounts earned from trades or businesses). The income subject to the additional 3.8% tax includes any income from businesses involved in the trading of financial instruments or commodities. Partnership Audit Procedures. The IRS may audit the federal income tax returns filed by USL. Partnerships are generally treated as separate entities for purposes of federal tax audits, judicial review of administrative adjustments by the IRS, and tax settlement proceedings. The tax treatment of partnership items of income, gain, loss and deduction are determined at the partnership level in a unified partnership proceeding rather than in separate proceedings with the shareholders. USL may be liable for U.S. federal income tax on any "imputed understatement" of tax resulting from an adjustment as a result of an IRS audit. The amount of the imputed understatement generally includes increases in allocations of items of income or gains to any investor and decreases in allocations of items of deduction, loss, or credit to any investor without any offset for any corresponding reductions in allocations of items of income or gain to any investor or increases in allocations of items of deduction, loss, or credit to any investor. If USL is required to pay any U.S. federal income taxes on any imputed understatement, the resulting tax liability would reduce the net assets of USL and would likely have an adverse impact on the value of the shares. Under certain circumstances, USL may be eligible to make an election to cause the investors to take into account the amount of any imputed understatement, including any interest and penalties. The ability of a publicly traded partnership such as USL to make this election is uncertain. If the election is made, USL would be required to provide investors who owned beneficial interests in the shares in the year to which the adjusted allocations relate with a statement setting forth their proportionate shares of the adjustment ( "Adjusted K-1s"). The investors would be required to take the adjustment into account in the taxable year in which the Adjusted K-1s are issued. The Code generally requires USL to designate one person as the "partnership representative" who has sole authority to conduct an audit with the IRS, challenge any adjustment in a court of law, and settle any audit or other proceeding. The LP Agreement appoints USCF as the partnership representative of USL. Tax Shelter Disclosure Rules. In certain circumstances the Code and Treasury Regulations require that the IRS be notified of taxable transactions through a disclosure statement attached to a taxpayer s United States federal income tax return. These disclosure rules may apply to transactions irrespective of whether they are structured to achieve particular tax benefits. They could require disclosure by USL or shareholders if a shareholder incurs a loss in excess a specified threshold from a sale or redemption of its shares or possibly in other circumstances. While these rules generally do not require disclosure of a loss recognized on the disposition of an asset in which the taxpayer has a "qualifying basis" (generally a basis equal to the amount of cash paid by the taxpayer for such asset), they apply to a loss recognized with respect to interests in a pass-through entity, such as the shares, even if the taxpayer s basis in such interests is equal to the amount of cash it paid. In addition, under recently enacted legislation, significant penalties may be imposed in connection with a failure to comply with these reporting requirements. Investors should consult their own tax advisors concerning the application of these reporting requirements to their specific situation. Tax-Exempt Organizations. Subject to numerous exceptions, qualified retirement plans and individual retirement accounts, charitable organizations and certain other organizations that otherwise are exempt from federal income tax (collectively "exempt organizations") nonetheless are subject to the tax on unrelated business taxable income ("UBTI"). Generally, UBTI means the gross income derived by an exempt organization from a trade or business that it regularly carries on, the conduct of which is not substantially related to the exercise or performance of its exempt purpose or function, less allowable deductions directly connected with that trade or business. If USL were to regularly carry on (directly or indirectly) a trade or business that is unrelated with respect to an exempt organization shareholder, then in computing its UBTI, the shareholder must include its share of (1) USL s gross income from the unrelated trade or business, whether or not distributed, and (2) USL s allowable deductions directly connected with that gross income. UBTI generally does not include dividends, interest, or payments with respect to securities loans and gains from the sale of property (other than property held for sale to customers in the ordinary course of a trade or business). Nonetheless, income on, and gain from the disposition of, "debt-financed property" is UBTI. Debt-financed property generally is income-producing property (including securities), the use of which is not substantially related to the exempt organization s tax-exempt purposes, and with respect to which there is "acquisition indebtedness" at any time during the taxable year (or, if the property was disposed of during the taxable year, the 12-month period ending with the disposition). Acquisition indebtedness includes debt incurred to acquire property, debt incurred before the acquisition of property if the debt would not have been incurred but for the acquisition, and debt incurred subsequent to the acquisition of property if the debt would not have been incurred but for the acquisition and at the time of acquisition the incurrence of debt was foreseeable. The portion of the income from debt-financed property attributable to acquisition indebtedness is equal to the ratio of the average outstanding principal amount of acquisition indebtedness over the average adjusted basis of the property for the year. USL currently does not anticipate that it will borrow money to acquire investments; however, USL cannot be certain that it will not borrow for such purpose in the future. In addition, an exempt organization shareholder that incurs acquisition indebtedness to purchase its shares in USL may have UBTI. The federal tax rate applicable to an exempt organization shareholder on its UBTI generally will be either the corporate or trust tax rate, depending upon the shareholder s form of organization. USL may report to each such shareholder information as to the portion, if any, of the shareholder s income and gains from USL for any year that will be treated as UBTI; the calculation of that amount is complex, and there can be no assurance that USL s calculation of UBTI will be accepted by the Service. An exempt organization shareholder will be required to make payments of estimated federal income tax with respect to its UBTI. Regulated Investment Companies. Interests in and income from "qualified publicly traded partnerships" satisfying certain gross income tests are treated as qualifying assets and income, respectively, for purposes of determining eligibility for regulated investment company ("RIC") status. A RIC may invest up to 25% of its assets in interests in a qualified publicly traded partnership. The determination of whether a publicly traded partnership such as USL is a qualified publicly traded partnership is made on an annual basis. USL expects to be a qualified publicly traded partnership in each of its taxable years. However, such qualification is not assured. Non-U.S. Shareholders Generally, non-U.S. persons who derive U.S. source income or gain from investing or engaging in a U.S. business are taxable on two categories of income. The first category consists of amounts that are fixed, determinable, annual and periodic income, such as interest, dividends and rent that are not connected with the operation of a U.S. trade or business ("FDAP"). The second category is income that is effectively connected with the conduct of a U.S. trade or business ("ECI"). FDAP income (other than interest that is considered "portfolio interest") is generally subject to a 30 percent withholding tax, which may be reduced for certain categories of income by a treaty between the U.S. and the recipient s country of residence. In contrast, ECI is generally subject to U.S. tax on a net basis at graduated rates upon the filing of a U.S. tax return. Where a Non-U.S. person has ECI as a result of an investment in a partnership, the ECI is subject to a withholding tax at a rate of 37% (39.6% for taxable years beginning after December 31, 2025) individual shareholders and a rate of 21% for corporate shareholders. Withholding on Allocations and Distributions. The Code provides that a Non-U.S. person who is a partner in a partnership that is engaged in a U.S. trade or business during a taxable year will also be considered to be engaged in a U.S. trade or business during that year. Classifying an activity by a partnership as an investment or an operating business is a factual determination. Under certain safe harbors in the Code, an investment fund whose activities consist of trading in stocks, securities, or commodities for its own account generally will not be considered to be engaged in a U.S. trade or business unless it is a dealer is such stocks, securities, or commodities. This safe harbor applies to investments in commodities only if the commodities are of a kind customarily dealt in on an organized commodity exchange and if the transaction is of a kind customarily consummated at such place. Although the matter is not free from doubt, USL believes that the activities directly conducted by USL will not result in USL being engaged in a trade or business within in the United States. However, there can be no assurance that the IRS would not successfully assert that USL s activities constitute a U.S. trade or business. In the event that USL s activities were considered to constitute a U.S. trade or business, USL would be required to withhold at the highest rate specified in Code section 1 (currently 37% (39.6% for taxable years beginning after December 31, 2026)) on allocations of our income to individual non-U.S. Shareholders and the highest rate specified in Code section 11(b) (currently 21%) on allocations of our income to corporate non-U.S. Shareholders, when such income is allocated or distributed. A non-U.S. shareholder with ECI will generally be required to file a U.S. federal income tax return, and the return will provide the non-U.S. shareholder with the mechanism to seek a refund of any withholding in excess of such shareholder s actual U.S. federal income tax liability. Any amount withheld by USL on behalf of a non-U.S. shareholder will be treated as a distribution to the non-U.S. shareholder to the extent possible. In some cases, USL may not be able to match the economic cost of satisfying its withholding obligations to a particular non-U.S. shareholder, which may result in such cost being borne by USL, generally, and accordingly, by all shareholders. If USL is not treated as engaged in a U.S. trade or business, a non-U.S. shareholder may nevertheless be treated as having FDAP income, which would be subject to a 30 percent withholding tax (possibly subject to reduction by treaty), with respect to some or all of its distributions from USL or its allocable share of USL income. Amounts withheld on behalf of a non-U.S. shareholder will be treated as being distributed to such shareholder. To the extent any interest income allocated to a non-U.S. shareholder that otherwise constitutes FDAP is considered "portfolio interest," neither the allocation of such interest income to the non-U.S. shareholder nor a subsequent distribution of such interest income to the non-U.S. shareholder will be subject to withholding, provided that the non-U.S. shareholder is not otherwise engaged in a trade or business in the U.S. and provides USL with a timely and properly completed and executed IRS Form W-8BEN, W-8BEN-E, or other applicable form. In general, "portfolio interest" is interest paid on debt obligations issued in registered form, unless the "recipient" owns 10 percent or more of the voting power of the issuer. Most of USL s interest income qualifies as "portfolio interest." In order for USL to avoid withholding on any interest income allocable to non-U.S. shareholders that would qualify as "portfolio interest," it will be necessary for all non-U.S. shareholders to provide USL with a timely and properly completed and executed Form W-8BEN (or other applicable form). If a non-U.S. shareholder fails to provide a properly completed Form W-8BEN, W-8BEN-E, or other applicable form USCF may request that the non-U.S. shareholder provide, within 15 days after the request by USCF, a properly completed Form W-8BEN, W-8BEN-E, or other applicable form. If a non-U.S. shareholder fails to comply with this request, the shares owned by such non-U.S. shareholder will be subject to redemption. Gain from Sale of Shares. Gain from the sale or exchange of the shares may be taxable to a non-U.S. shareholder if the non-U.S. shareholder is a nonresident alien individual who is present in the U.S. for 183 days or more during the taxable year. In such case, the nonresident alien individual will be subject to a 30 percent withholding tax on the amount of such individual s gain. In addition, if USL is treated as being engaged in a U.S. trade or business, a portion of the gain on the sale or exchange will be treated as effectively connected income subject to U.S. federal income tax to the extent that a sale of USL s assets would give rise to effectively connected income. Although the transferee of a partnership interest is generally required to withhold 10% of the proceeds from the sale of a partnership interest acquired from a non-U.S. partner if any portion of the gain would be treated as effectively connected income, the IRS has issued a notice in which it has indicated that such withholding requirement will not apply to transferees of publicly traded partnership interests until the IRS and Treasury issue regulations implementing such provision. However, this does not relieve a non-U.S. shareholder from U.S. income tax on any gain treated as effectively connected income. Branch Profits Tax on Corporate Non-U.S. Shareholders. In addition to the taxes noted above, any non-U.S. shareholders that are corporations may also be subject to an additional tax, the branch profits tax, at a rate of 30 percent. The branch profits tax is imposed on a non-U.S. corporation s dividend equivalent amount, which generally consists of the corporation s after-tax earnings and profits that are effectively connected with the corporation s U.S. trade or business but are not reinvested in a U.S. business. This tax may be reduced or eliminated by an income tax treaty between the United States and the country in which the non-U.S. shareholder is a "qualified resident." Prospective non-U.S. shareholders should consult their tax advisor with regard to these and other issues unique to non-U.S. shareholders. Backup Withholding USL may be required to withhold U.S. federal income tax ("backup withholding") from all payments to: (1) any shareholder who fails to furnish USL with his, her or its correct taxpayer identification number or a certificate that the shareholder is exempt from backup withholding, and (2) any shareholder with respect to whom the IRS notifies USL that the shareholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. Backup withholding is not an additional tax and may be returned or credited against a taxpayer s regular federal income tax liability if appropriate information is provided to the IRS. Tax Agent The beneficial owners who are of a type, as identified by the nominee through whom their Shares are held, that do not ordinarily have U.S. federal tax return filing requirements, collectively, Certain K-1 shareholders, have designated the General Partner as their tax agent, or the Tax Agent, in dealing with the Partnership. In light of such designation and pursuant to Treasury Regulation section 1.6031(b)-1T(c), as amended from time to time, the Partnership will provide to the Tax Agent Certain K-1 shareholders statements as such term is defined under Treasury Regulation section 1.6031(b)-1T(a)(3), as amended from time to time. Foreign Account Tax Compliance Act Provisions Legislation commonly referred to as the "Foreign Account Tax Compliance Act," or "FATCA," generally imposes a 30% withholding tax on payments of certain types of income to foreign financial institutions ("FFIs") unless such FFIs (i) enter into an agreement with the U.S. Treasury to report certain required information with respect to accounts held by U.S. persons (or held by foreign entities that have U.S. persons as substantial owners) or (ii) reside in a jurisdiction that has entered into an intergovernmental agreement ("IGA") with the United States to collect and share such information and comply with the terms of such IGA and any enabling legislation or regulations. The types of income subject to the tax include U.S.-source interest and dividends. The information required to be reported includes the identity and taxpayer identification number of each account holder that is a U.S. person and transaction activity within the holder s account. In addition, subject to certain exceptions, this legislation also imposes a 30% withholding on payments to foreign entities that are not financial institutions unless the foreign entity certifies that it does not have a greater than 10% U.S. owner or provides the withholding agent with identifying information on each greater than 10% U.S. owner. Depending on the status of a non-U.S. shareholder and the status of the intermediaries through which they hold their shares, non-U.S. shareholders could be subject to this 30% withholding tax with respect to distributions on their shares and proceeds from the sale of their shares. Under certain circumstances, a non-U.S. shareholder might be eligible for refunds or credits of such taxes. Other Tax Considerations In addition to federal income taxes, shareholders may be subject to other taxes, such as state and local income taxes, unincorporated business taxes, business franchise taxes, and estate, inheritance or intangible taxes that may be imposed by the various jurisdictions in which USL does business or owns property or where the shareholders reside. Although an analysis of those various taxes is not presented here, each prospective shareholder should consider their potential impact on its investment in USL. It is each shareholder s responsibility to file the appropriate U.S. federal, state, local, and foreign tax returns. Eversheds Sutherland (US) LLP has not provided an opinion concerning any aspects of state, local or foreign tax or U.S. federal tax other than those U.S. federal income tax issues discussed herein. Certain ERISA and Related Considerations General Many employee benefit plans and individual retirement accounts ("IRAs") are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or the Code, or both. This section discusses certain considerations that arise under ERISA and the Code that a fiduciary of: (i) an employee benefit plan as defined in ERISA; (ii) a plan as defined in Section 4975 of the Code; or (iii) any collective investment vehicle, business trust, investment partnership, pooled separate account or other entity the assets of which are treated as comprised (at least in part) of "plan assets" under the ERISA plan asset rules ("plan asset entity"); who has investment discretion should take into account before deciding to invest in the entity s assets in USL. Employee benefit plans, plans defined under Section 4975 of the Code and plan asset entities are collectively referred to below as "plans", and fiduciaries with investment discretion are referred to below as "plan fiduciaries." This summary is based on the provisions of ERISA, the Code and applicable guidance as of the date hereof. This summary is not intended to be complete, but only to address certain questions under ERISA and the Code. The summary does not include state or local law. Potential plan investors are urged to consult with their own professional advisors concerning the appropriateness of an investment in USL and the manner in which limited partnership interests should be purchased. USCF does not represent that the limited partnership interests hereby offered are appropriate for plans or any particular plan. Special Investment Considerations Investments by plans governed by ERISA are subject to ERISA s fiduciary requirements, including the requirements of investment prudent and diversification. As a result, each plan fiduciary must consider the facts and circumstances that are relevant to their plan s specific circumstances when evaluating an investment in USL, including the role that an investment in USL would play in the plan s overall investment portfolio, taking into account the plan s purpose, the risk and loss of potential return with respect to the investment, the liquidity, the current return of the total portfolio relative to the anticipated cash flow needs of the plan, and the projected return of the portfolio and relative to the plan s investment objectives. Each plan fiduciary, before deciding to invest in USL, must be satisfied that its investment in the limited partnership interests in USL is prudent for the plan, that the investments of the plan are properly diversified and that an investment in USL complies with the terms of the plan. USL and Plan Assets Regulations issued under ERISA contains rules for determining when an investment by a plan in an equity interest of a limited partnership will result in the underlying assets of the partnership being deemed "plan assets" for purposes of ERISA and Section 4975 of the Code. Those rules provide that assets of a limited partnership will not be deemed to be plan assets of a plan that purchases an equity interest in the partnership if the equity interest purchased qualifies as a publicly-offered security. If the underlying assets of a limited partnership are considered to be assets of any plan for purposes of ERISA or Section 4975 of the Code, the operations of that partnership would be subject to and, in some cases, limited by, the provisions of ERISA and Section 4975 of the Code. An equity interest will qualify as a publicly offered security if it is: 1. freely transferable (determined based on the relevant facts and circumstances); 2. part of a class of securities that is widely held (meaning that the class of securities is owned by 100 or more investors independent of the issuer and of each other); and 3. either (a) part of a class of securities registered under Section 12(b) or 12(g) of the Exchange Act or (b) sold to the plan as part of a public offering pursuant to an effective registration statement under the 1933 Act and the class of which such security is a part is registered under the Exchange Act within 120 days (or such later time as may be allowed by the SEC) after the end of the fiscal year of the issuer in which the offering of such security occurred. Regulations under ERISA state that the determination of whether a security is "freely transferable" is to be made based on all of the relevant facts and circumstances. In the case of a security that is part of an offering in which the minimum investment is $10,000 or less, the following requirements, alone or in combination, ordinarily will not affect a finding that the security is freely transferable: (1) a requirement that no transfer or assignment of the security or rights relating to the security be made that would violate any federal or state law, (2) a requirement that no transfer or assignment be made without advance written notice given to the entity that issued the security, and (3) any restriction on the substitution of an assignee as a limited partner of a partnership, including a general partner consent requirement, provided that the economic benefits of ownership of the assignor may be transferred or assigned without regard to such restriction or consent (other than compliance with any of the foregoing restrictions). USCF believes that the conditions described above are satisfied with respect to the limited partnership interests. USCF believes that the limited partnership interests therefore constitute publicly-offered securities, and the underlying assets of USL will not be deemed to be "plan assets" under applicable ERISA regulations. Prohibited Transactions ERISA and the Code generally prohibit certain transactions involving plans and persons who have certain specified relationships to plans. In general, USL limited partnership interests may not be purchased with the assets of a plan if USCF, the clearing brokers, the trading advisors (if any), or any of their affiliates, agents or employees: exercise any discretionary authority or discretionary control with respect to management of the plan; exercise any authority or control with respect to management or disposition of the assets of the plan; render investment advice for a fee or other compensation, direct or indirect, with respect to any monies or other property of the plan; have any authority or responsibility to render investment advice with respect to any monies or other property of the plan; or have any discretionary authority or discretionary responsibility in the administration of the plan. Also, a prohibited transaction may occur under ERISA or the Code when circumstances indicate that (1) the investment in an equity interest is made or retained for the purpose of avoiding application of the fiduciary standards of ERISA, (2) the investment in an equity interest constitutes an arrangement under which USL is expected to engage in transactions that would otherwise be prohibited if entered into directly by the plan purchasing the share, (3) the investing plan, by itself, has the authority or influence to cause USL to engage in such transactions, or (4) a person who is prohibited from transacting with the investing plan may, but only with the aid of certain of its affiliates and the investing plan, cause USL to engage in such transactions with such person. Special IRA Rules Individual retirement accounts ("IRAs") are not subject to ERISA s fiduciary standards, but are subject to their own rules, including the prohibited transaction rules of Section 4975 of the Code, which generally mirror ERISA s prohibited transaction rules. For example, IRAs are subject to special custody rules and must maintain a qualifying IRA custodial arrangement separate and distinct from USL and its custodial arrangement. Otherwise, if a separate qualifying custodial arrangement is not maintained, an investment in the limited partnership interests will be treated as a distribution from the IRA. Additionally, IRAs are prohibited from investing in certain commingled investments, and USCF makes no representation regarding whether an investment in limited partnership interests is an inappropriate commingled investment for an IRA. Finally, in applying the prohibited transaction provisions of Section 4975 of the Code, in addition to the rules summarized above, the individual for whose benefit the IRA is maintained is also treated as the creator of the IRA. For example, if the owner or beneficiary of an IRA enters into any transaction, arrangement, or agreement involving the assets of his or her IRA to benefit the IRA owner or beneficiary (or his or her relatives or business affiliates) personally, or with the understanding that such benefit will occur, directly or indirectly, such transaction could give rise to a prohibited transaction that is not exempted by any available exemption. Moreover, in the case of an IRA, the consequences of a non-exempt prohibited transaction are that the IRA s assets will be treated as if they were distributed, causing immediate taxation of the assets (including any early distribution penalty tax applicable under Section 72 of the Code), in addition to any other fines or penalties that may apply. Exempt Plans Governmental plans and church plans are generally not subject to ERISA, and the above-described prohibited transaction provisions described above apply to them. These plans are, however, subject to prohibitions against certain related-party transactions under Section 503 of the Code, which operate similar to the prohibited transaction rules described above. In addition, the fiduciary of any governmental or church plan should consider any applicable state or local laws and any restrictions and duties of common law imposed upon the plan. No view is expressed as to whether an investment in USL (and any continued investment in USL), or the operation and administration of USL, is appropriate or permissible for any governmental plan or church plan under Code Section 503, or under any state, county, local or other law relating to that type of plan. Allowing an investment in USL is not to be construed as a representation by USL, USCF, any trading advisor, any clearing broker, the Marketing Agent or legal counsel or other advisors to such parties or any other party that this investment meets some or all of the relevant legal requirements with respect to investments by any particular plan or that this investment is appropriate for any such particular plan. The person with investment discretion should consult with the plan s attorney and financial advisors as to the propriety of an investment in USL in light of the circumstances of the particular plan, current tax law and ERISA. THE FOREGOING SUMMARY OF ERISA CONSIDERATIONS IS BASED UPON ERISA, JUDICIAL DECISIONS, DEPARTMENT OF LABOR REGULATIONS AND RULINGS IN EXISTENCE ON THE DATE HEREOF, ALL OF WHICH ARE SUBJECT TO CHANGE. THE SUMMARY IS GENERAL IN NATURE AND DOES NOT ADDRESS EVERY ERISA ISSUE THAT MAY BE APPLICABLE TO AN INVESTMENT IN USO OR TO A PARTICULAR INVESTOR. Form of Shares Registered Form. Shares are issued in registered form in accordance with the LP Agreement. The Administrator has been appointed registrar and transfer agent for the purpose of transferring shares in certificated form. The Administrator keeps a record of all limited partners and holders of the shares in certificated form in the registry (the "Register"). USCF recognizes transfers of shares in certificated form only if done in accordance with the LP Agreement. The beneficial interests in such shares are held in book-entry form through participants and/or accountholders in DTC. Book Entry. Individual certificates are not issued for the shares. Instead, shares are represented by one or more global certificates, which are deposited by the Administrator with DTC and registered in the name of Cede & Co., as nominee for DTC. The global certificates evidence all of the shares outstanding at any time. Shareholders are limited to (1) participants in DTC such as banks, brokers, dealers and trust companies ("DTC Participants"), (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant ("Indirect Participants"), and (3) those banks, brokers, dealers, trust companies and others who hold interests in the shares through DTC Participants or Indirect Participants, in each case who satisfy the requirements for transfers of shares. DTC Participants acting on behalf of investors holding shares through such participants accounts in DTC will follow the delivery practice applicable to securities eligible for DTC s Same-Day Funds Settlement System. Shares are credited to DTC Participants securities accounts following confirmation of receipt of payment. DTC. DTC has advised us as follows. It is a limited purpose trust company organized under the laws of the State of New York and is a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities for DTC Participants and facilitates the clearance and settlement of transactions between DTC Participants through electronic book-entry changes in accounts of DTC Participants. Transfer of Shares Transfers of Shares Only Through DTC. The shares are only transferable through the book-entry system of DTC. Limited partners who are not DTC Participants may transfer their shares through DTC by instructing the DTC Participant holding their shares (or by instructing the Indirect Participant or other entity through which their shares are held) to transfer the shares. Transfers are made in accordance with standard securities industry practice. Transfers of interests in shares with DTC are made in accordance with the usual rules and operating procedures of DTC and the nature of the transfer. DTC has established procedures to facilitate transfers among the participants and/or accountholders of DTC. Because DTC can only act on behalf of DTC Participants, who in turn act on behalf of Indirect Participants, the ability of a person or entity having an interest in a global certificate to pledge such interest to persons or entities that do not participate in DTC, or otherwise take actions in respect of such interest, may be affected by the lack of a certificate or other definitive document representing such interest. DTC has advised us that it will take any action permitted to be taken by a shareholder (including, without limitation, the presentation of a global certificate for exchange) only at the direction of one or more DTC Participants in whose account with DTC interests in global certificates are credited and only in respect of such portion of the aggregate principal amount of the global certificate as to which such DTC Participant or Participants has or have given such direction. Transfer/Application Requirements. All purchasers of USL s shares, and potentially any purchasers of shares in the future, who wish to become limited partners or other record holders and receive cash distributions, if any, or have certain other rights, must deliver an executed transfer application in which the purchaser or transferee must certify that, among other things, he, she or it agrees to be bound by USL s LP Agreement and is eligible to purchase USL s securities. Each purchaser of shares execute a transfer application and certification. The obligation to provide the form of transfer application will be imposed on the seller of shares or, if a purchase of shares is made through an exchange, the form may be obtained directly through USL. Further, USCF may request each record holder to furnish certain information, including that record holder s nationality, citizenship or other related status. A record holder is a shareholder that is, or has applied to be, a limited partner. An investor who is not a U.S. resident may not be eligible to become a record holder or one of USL s limited partners if that investor s ownership would subject USL to the risk of cancellation or forfeiture of any of USL s assets under any federal, state or local law or regulation. If the record holder fails to furnish the information or if USCF determines, on the basis of the information furnished by the holder in response to the request, that such holder is not qualified to become one of USL s limited partners, USCF may be substituted as a holder for the record holder, who will then be treated as a non-citizen assignee, and USL will have the right to redeem those securities held by the record holder. A transferee s broker, agent or nominee may complete, execute and deliver a transfer application and certification. USL may, at its discretion, treat the nominee holder of a share as the absolute owner. In that case, the beneficial holder s rights are limited solely to those that it has against the nominee holder as a result of any agreement between the beneficial owner and the nominee holder. A person purchasing USL s existing shares, who does not execute a transfer application and certify that the purchaser is eligible to purchase those securities acquires no rights in those securities other than the right to resell those securities. Whether or not a transfer application is received or the consent of USCF obtained, our shares are securities and are transferable according to the laws governing transfers of securities. Any transfer of shares will not be recorded by the transfer agent or recognized by USCF unless a completed transfer application is delivered to USCF or the Administrator. When acquiring shares, the transferee of such shares that completes a transfer application will: be an assignee until admitted as a substituted limited partner upon the consent and sole discretion of USCF and the recording of the assignment on the books and records of the partnership; automatically request admission as a substituted limited partner; agree to be bound by the terms and conditions of, and execute, our LP Agreement; represent that such transferee has the capacity and authority to enter into our LP Agreement; grant powers of attorney to USCF and any liquidator of us; and make the consents and waivers contained in our LP Agreement. An assignee will become a limited partner in respect of the transferred shares upon the consent of USCF and the recordation of the name of the assignee on our books and records. Such consent may be withheld in the sole discretion of USCF. If consent of USCF is withheld such transferee shall be an assignee. An assignee shall have an interest in the partnership equivalent to that of a limited partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the partnership. With respect to voting rights attributable to shares that are held by assignees, USCF shall be deemed to be the limited partner with respect thereto and shall, in exercising the voting rights in respect of such shares on any matter, vote such shares at the written direction of the assignee who is the record holder of such shares. If no such written direction is received, such shares will not be voted. An assignee shall have no other rights of a limited partner. Until a share has been transferred on our books, we and the transfer agent may treat the record holder of the share as the absolute owner for all purposes, except as otherwise required by law or stock exchange regulations. What is the Plan of Distribution? Buying and Selling Shares Most investors buy and sell shares of USL in secondary market transactions through brokers. Shares trade on the NYSE Arca under the ticker symbol "USL." Shares are bought and sold throughout the trading day like other publicly traded securities. When buying or selling shares through a broker, most investors incur customary brokerage commissions and charges. Investors are encouraged to review the terms of their brokerage account for details on applicable charges. Marketing Agent and Authorized Participants The offering of USL s shares is a best efforts offering. USL continuously offers Creation Baskets consisting of 50,000 shares through the Marketing Agent, to Authorized Participants. Authorized Participants pay a $350 fee for each order they place to create or redeem one or more Creation Baskets. The Marketing Agent receives, for its services as marketing agent to USL, a marketing fee of 0.06% on USL s assets up to the first $3 billion; and 0.04% on USL s assets in excess of $3 billion; provided, however, that in no event may the aggregate compensation paid to the Marketing Agent and any affiliate of the General Partner for distribution-related services in connection with this offering exceed ten percent (10%) of the gross proceeds of this offering. The offering of baskets is being made in compliance with Conduct Rule 2310 of FINRA. Accordingly, Authorized Participants will not make any sales to any account over which they have discretionary authority without the prior written approval of a purchaser of shares. The per share price of shares offered in Creation Baskets on any subsequent day will be the total NAV of USL calculated shortly after the close of the core trading session on the NYSE Arca on that day divided by the number of issued and outstanding shares. An Authorized Participant is not required to sell any specific number or dollar amount of shares. When an Authorized Participant executes an agreement with USCF on behalf of USL (each such agreement, an "Authorized Participant Agreement"), such Authorized Participant becomes part of the group of parties eligible to purchase baskets from, and put baskets for redemption to, USL. An Authorized Participant is under no obligation to create or redeem baskets, and an Authorized Participant is under no obligation to offer to the public shares of any baskets it does create. As of March 31, 2020, USL had the following Authorized Participants: Citadel Securities LLC, Citigroup Global Markets Inc., Goldman Sachs & Company, JP Morgan Securities Inc., Merrill Lynch Professional Clearing Corp., Morgan Stanley & Company, Inc., Nomura Securities International Inc., RBC Capital Markets LLC, SG Americas Securities LLC, and Virtu Financial BD LLC. Because new shares can be created and issued on an ongoing basis, at any point during the life of USL, a "distribution", as such term is used in the 1933 Act, will be occurring. Authorized Participants, other broker-dealers and other persons are cautioned that some of their activities may result in their being deemed participants in a distribution in a manner that would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the 1933 Act. For example, the Initial Authorized Participant was a statutory underwriter with respect to its initial purchase of Creation Baskets. In addition, any purchaser who purchases shares with a view towards distribution of such shares may be deemed to be a statutory underwriter. Authorized Participants will comply with the prospectus- delivery requirements in connection with the sale of shares to customers. For example, an Authorized Participant, other broker-dealer firm or its client will be deemed a statutory underwriter if it purchases a Creation Basket from USL, breaks the Creation Basket down into the constituent shares and sells the shares to its customers; or if it chooses to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary market demand for the shares. Authorized Participants may also engage in secondary market transactions in shares that would not be deemed "underwriting". For example, an Authorized Participant may act in the capacity of a broker or dealer with respect to shares that were previously distributed by other Authorized Participants. A determination of whether a particular market participant is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that would lead to designation as an underwriter and subject them to the prospectus-delivery and liability provisions of the 1933 Act. Dealers who are neither Authorized Participants nor "underwriters" but are nonetheless participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with shares that are part of an "unsold allotment" within the meaning of Section 4(a)(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus-delivery exemption provided by Section 4(a)(3) of the 1933 Act. USCF may qualify the shares in states selected by USCF and intends that sales be made through broker-dealers who are members of FINRA. Investors intending to create or redeem baskets through Authorized Participants in transactions not involving a broker-dealer registered in such investor s state of domicile or residence should consult their legal advisor regarding applicable broker-dealer or securities regulatory requirements under the state securities laws prior to such creation or redemption. While the Authorized Participants may be indemnified by USCF, they will not be entitled to receive a discount or commission from USL for their purchases of Creation Baskets. Calculating Per Share NAV USL s per share NAV is calculated by: Taking the current market value of its total assets; Subtracting any liabilities; and Dividing that total by the total number of outstanding shares. The Administrator calculates the per share NAV of USL once each NYSE Arca trading day. The per share NAV for a normal trading day is released after 4:00 p.m. New York time. Trading during the core trading session on the NYSE Arca typically closes at 4:00 p.m. New York time. The Administrator uses the NYMEX closing price (determined at the earlier of the close of the NYMEX or 2:30 p.m. New York time) for the Oil Futures Contracts traded on the NYMEX, but calculates or determines the value of all other USL investments (including Oil Futures Contracts not traded on the NYMEX, Other Oil-Related Investments and Treasuries), using market quotations, if available, or other information customarily used to determine the fair value of such investments as of the earlier of the close of the NYSE Arca or 4:00 p.m. New York time, in accordance with the current Administrative Agency Agreement among the Administrator, USL and USCF. "Other information" customarily used in determining fair value includes information consisting of market data in the relevant market supplied by one or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other market data in the relevant market; or information of the types described above from internal sources if that information is of the same type used by USL in the regular course of its business for the valuation of similar transactions. The information may include costs of funding, to the extent costs of funding are not and would not be a component of the other information being utilized. Third parties supplying quotations or market data may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors, brokers and other sources of market information. In addition, in order to provide updated information relating to USL for use by investors and market professionals, the NYSE Arca calculates and disseminates throughout the core trading session on each trading day an updated indicative fund value. The indicative fund value is calculated by using the prior day s closing per share NAV of USL as a base and updating that value throughout the trading day to reflect changes in the most recently reported trade price for the active light, sweet Oil Futures Contracts on the NYMEX. The prices reported for those Oil Futures Contract months are adjusted based on the prior day s spread differential between settlement values for the relevant contract and the spot month contract. In the event that the spot month contract is also the Benchmark Oil Futures Contract, the last sale price for the Benchmark Oil Futures Contract is not adjusted. The indicative fund value share basis disseminated during NYSE Arca core trading session hours should not be viewed as an actual real time update of the per share NAV, because the per share NAV is calculated only once at the end of each trading day based upon the relevant end of day values of USL s investments. The indicative fund value is disseminated on a per share basis every 15 seconds during regular NYSE Arca core trading session hours of 9:30 a.m. New York time to 4:00 p.m. New York time. The normal trading hours of the NYMEX are 9:00 a.m. New York time to 2:30 p.m. New York time. This means that there is a gap in time at the beginning and the end of each day during which USL s shares are traded on the NYSE Arca, but real-time NYMEX trading prices for Oil Futures Contracts traded on the NYMEX are not available. During such gaps in time, the indicative fund value will be calculated based on the end of day price of such Oil Futures Contracts from the NYMEX s immediately preceding trading session. In addition, other Oil Futures Contracts, Other Oil-Related Investments and Treasuries held by USL will be valued by the Administrator, using rates and points received from client-approved third-party vendors (such as Reuters and WM Company) and advisor quotes. These investments will not be included in the indicative fund value. The NYSE Arca disseminates the indicative fund value through the facilities of CTA/CQ High Speed Lines. In addition, the indicative fund value is published on the NYSE Arca s website and is available through on-line information services such as Bloomberg and Reuters. Dissemination of the indicative fund value provides additional information that is not otherwise available to the public and is useful to investors and market professionals in connection with the trading of USL shares on the NYSE Arca. Investors and market professionals are able throughout the trading day to compare the market price of USL and the indicative fund value. If the market price of USL shares diverges significantly from the indicative fund value, market professionals will have an incentive to execute arbitrage trades. For example, if USL appears to be trading at a discount compared to the indicative fund value, a market professional could buy USL shares on the NYSE Arca and sell short Oil Futures Contracts. Such arbitrage trades can tighten the tracking between the market price of USL and the indicative fund value and thus can be beneficial to all market participants. USL reserves the right to adjust the Share price of USL in the future to maintain convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock splits. Such splits would decrease (in the case of a split) or increase (in the case of a reverse split) the proportionate net asset value per Share, but would have no effect on the net assets of the Fund or the proportionate voting rights of shareholders or limited partners. Creation and Redemption of Shares USL creates and redeems shares from time to time, but only in one or more Creation Baskets or Redemption Baskets. The creation and redemption of baskets are only made in exchange for delivery to USL or the distribution by USL of the amount of Treasuries and any cash represented by the baskets being created or redeemed, the amount of which is based on the combined NAV of the number of shares included in the baskets being created or redeemed determined as of 4:00 p.m. New York time on the day the order to create or redeem baskets is properly received. Authorized Participants are the only persons that may place orders to create and redeem baskets. Authorized Participants must be (1) registered broker-dealers or other securities market participants, such as banks and other financial institutions, that are not required to register as broker-dealers to engage in securities transactions as described below, and (2) DTC Participants. To become an Authorized Participant, a person must enter into an Authorized Participant Agreement with USCF on behalf of USL (each such agreement, an "Authorized Participant Agreement"). The Authorized Participant Agreement provides the procedures for the creation and redemption of baskets and for the delivery of the Treasuries and any cash required for such creations and redemptions. The Authorized Participant Agreement and the related procedures attached thereto may be amended by USCF, without the consent of any shareholder or Authorized Participant. Authorized Participants pay a transaction fee of $350 to USL for each order they place to create one or more Creation Baskets or to redeem one or more Redemption Baskets. The transaction fee may be reduced, increased or otherwise changed by USCF. Authorized Participants who make deposits with USL in exchange for baskets receive no fees, commissions or other form of compensation or inducement of any kind from either USL or USCF, and no such person will have any obligation or responsibility to USCF or USL to effect any sale or resale of shares. Certain Authorized Participants are expected to be capable of participating directly in the physical crude oil market and the crude oil futures market. In some cases, Authorized Participants or their affiliates may from time to time buy or sell crude oil or Oil Interests and may profit in these instances. USCF believes that the size and operation of the crude oil market make it unlikely that an Authorized Participant s direct activities in the crude oil or securities markets will significantly affect the price of crude oil, Oil Interests or the price of the shares. Each Authorized Participant is required to be registered as a broker-dealer under the Exchange Act and is a member in good standing with FINRA, or exempt from being or otherwise not required to be registered as a broker-dealer or a member of FINRA, and qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Certain Authorized Participants may also be regulated under federal and state banking laws and regulations. Each Authorized Participant has its own set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory regime. Under the Authorized Participant Agreement, USCF, and USL under limited circumstances, have agreed to indemnify the Authorized Participants against certain liabilities, including liabilities under the 1933 Act, and to contribute to the payments the Authorized Participants may be required to make in respect of those liabilities. The following description of the procedures for the creation and redemption of baskets is only a summary and an investor should refer to the relevant provisions of the LP Agreement and the form of Authorized Participant Agreement for more detail, each of which is incorporated by reference into this prospectus. Creation Procedures On any business day, an Authorized Participant may place an order with the Marketing Agent to create one or more baskets. For purposes of processing purchase and redemption orders, a "business day" means any day other than a day when any of the NYSE Arca, the NYMEX or the New York Stock Exchange is closed for regular trading. Purchase orders must be placed by 12:00 p.m. New York time or the close of regular trading on the NYSE Arca, whichever is earlier. The day on which the Marketing Agent receives a valid purchase order is referred to as the purchase order date. By placing a purchase order, an Authorized Participant agrees to deposit Treasuries, cash or a combination of Treasuries and cash, as described below. Prior to the delivery of baskets for a purchase order, the Authorized Participant must also have wired to the Custodian the non-refundable transaction fee due for the purchase order. Authorized Participants may not withdraw a creation request, except as otherwise set forth in the procedures in the Authorized Participant Agreement. The manner by which creations are made is dictated by the terms of the Authorized Participant Agreement. By placing a purchase order, an Authorized Participant agrees to (1) deposit Treasuries, cash, or a combination of Treasuries and cash with the Custodian, and (2) if required by USCF in its sole discretion, enter into or arrange for a block trade, an exchange for physical or exchange for swap, or any other OTC energy transaction (through itself or a designated acceptable broker) with USL for the purchase of a number and type of futures contracts at the closing settlement price for such contracts on the purchase order date. If an Authorized Participant fails to consummate (1) and (2), the order shall be cancelled. The number and types of contracts specified shall be determined by USCF, in its sole discretion, to meet USL s investment objective and shall be purchased as a result of the Authorized Participant s purchase of shares. Determination of Required Deposits The total deposit required for a Creation Basket ("Creation Basket Deposit") is the amount of Treasuries and/or cash that is in the same proportion to the total assets of USL (net of estimated accrued but unpaid fees, expenses and other liabilities) on the purchase order date as the number of shares to be created under the purchase order is in proportion to the total number of shares outstanding on the purchase order date. USCF determines, directly in its sole discretion or in consultation with the Administrator, the requirements for Treasuries and the amount of cash, including the maximum permitted remaining maturity of a Treasury and proportions of Treasury and cash that may be included in deposits to create baskets. The Marketing Agent will publish such requirements at the beginning of each business day. The amount of cash deposit required is the difference between the aggregate market value of the Treasuries required to be included in a Creation Basket Deposit as of 4:00 p.m. New York time on the date the order to purchase is properly received and the total required deposit. Delivery of Required Deposits An Authorized Participant who places a purchase order is responsible for transferring to USL s account with the Custodian the required amount of Treasuries and cash by the end of the second business day following the purchase order date. Upon receipt of the deposit amount, the Administrator directs DTC to credit the number of baskets ordered to the Authorized Participant s DTC account on the second business day following the purchase order date. The expense and risk of delivery and ownership of Treasuries until such Treasuries have been received by the Custodian on behalf of USL shall be borne solely by the Authorized Participant. Because orders to purchase baskets must be placed by 12:00 p.m., New York time, but the total payment required to create a basket during the continuous offering period will not be determined until after 4:00 p.m., New York time, on the date the purchase order is received, Authorized Participants will not know the total amount of the payment required to create a basket at the time they submit an irrevocable purchase order for the basket. USL s NAV and the total amount of the payment required to create a basket could rise or fall substantially between the time an irrevocable purchase order is submitted and the time the amount of the purchase price in respect thereof is determined. Rejection of Purchase Orders USCF acting by itself or through the Marketing Agent shall have the absolute right but no obligation to reject a purchase order or a Creation Basket Deposit if: it determines that the investment alternative available to USL at that time will not enable it to meet its investment objective; it determines that the purchase order or the Creation Basket Deposit is not in proper form; it believes that the purchase order or the Creation Basket Deposit would have adverse tax consequences to USL, the limited partners or its shareholders; the acceptance or receipt of the Creation Basket Deposit would, in the opinion of counsel to USCF, be unlawful; or circumstances outside the control of USCF, Marketing Agent or Custodian make it, for all practical purposes, not feasible to process creations of baskets. None of USCF, the Marketing Agent or the Custodian will be liable for the rejection of any purchase order or Creation Basket Deposit. Redemption Procedures The procedures by which an Authorized Participant can redeem one or more baskets mirror the procedures for the creation of baskets. On any business day, an Authorized Participant may place an order with the Marketing Agent to redeem one or more baskets. Redemption orders must be placed by 12:00 p.m. New York time or the close of regular trading on the NYSE Arca, whichever is earlier. A redemption order so received will be effective on the date it is received in satisfactory form by the Marketing Agent ("Redemption Order Date"). The redemption procedures allow Authorized Participants to redeem baskets and do not entitle an individual shareholder to redeem any shares in an amount less than a Redemption Basket, or to redeem baskets other than through an Authorized Participant. By placing a redemption order, an Authorized Participant agrees to deliver the baskets to be redeemed through DTC s book-entry system to USL, as described below. Prior to the delivery of the redemption distribution for a redemption order, the Authorized Participant must also have wired to USL s account at the Custodian the non-refundable transaction fee due for the redemption order. An Authorized Participant may not withdraw a redemption order, except as otherwise set forth in the procedures in the Authorized Participant Agreement. The manner by which redemptions are made is dictated by the terms of the Authorized Participant Agreement. By placing a redemption order, an Authorized Participant agrees to (1) deliver the Redemption Basket to be redeemed through DTC s book-entry system to USL s account with the Custodian not later than 3:00 p.m. New York time on the second business day following the effective date of the redemption order ("Redemption Distribution Date"), and (2) if required by USCF in its sole discretion, enter into or arrange for a block trade, an exchange for physical or exchange for swap, or any other OTC energy transaction (through itself or a designated acceptable broker) with USL for the sale of a number and type of futures contracts at the closing settlement price for such contracts on the Redemption Order Date. If an Authorized Participant fails to consummate (1) and (2) above, the order shall be cancelled. The number and type of contracts specified shall be determined by USCF, in its sole discretion, to meet USL s investment objective and shall be sold as a result of the Authorized Participant s sale of shares. Determination of Redemption Distribution The redemption distribution from USL consists of a transfer to the redeeming Authorized Participant of an amount of Treasuries and/or cash that is in the same proportion to the total assets of USL (net of estimated accrued but unpaid fees, expenses and other liabilities) on the date the order to redeem is properly received as the number of shares to be redeemed under the redemption order is in proportion to the total number of shares outstanding on the date the order is received. USCF, directly or in consultation with the Administrator, determines the requirements for Treasuries and the amounts of cash, including the maximum permitted remaining maturity of a Treasury, and the proportions of Treasuries and cash that may be included in distributions to redeem baskets. The Marketing Agent will publish an estimate of the redemption distribution per basket as of the beginning of each business day. Delivery of Redemption Distribution The redemption distribution due from USL will be delivered to the Authorized Participant by 3:00 p.m. New York time on the second business day following the redemption order date if, by 3:00 p.m. New York time on such second business day, USL s DTC account has been credited with the baskets to be redeemed. If USL s DTC account has not been credited with all of the baskets to be redeemed by such time, the redemption distribution will be delivered to the extent of whole baskets received. Any remainder of the redemption distribution will be delivered on the next business day to the extent of remaining whole baskets received if USL receives the fee applicable to the extension of the redemption distribution date which USCF may, from time to time, determine and the remaining baskets to be redeemed are credited to USL s DTC account by 3:00 p.m. New York time on such next business day. Any further outstanding amount of the redemption order shall be cancelled. Pursuant to information from USCF, the Custodian will also be authorized to deliver the redemption distribution notwithstanding that the baskets to be redeemed are not credited to USL s DTC account by 3:00 p.m. New York time on the second business day following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the baskets through DTC s book entry-system on such terms as USCF may from time to time determine. Suspension or Rejection of Redemption Orders USCF may, in its discretion, suspend the right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE Arca or the NYMEX is closed other than customary weekend or holiday closings, or trading on the NYSE Arca or the NYMEX is suspended or restricted, (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of Treasuries is not reasonably practicable, or (3) for such other period as USCF determines to be necessary for the protection of the limited partners or shareholders. For example, USCF may determine that it is necessary to suspend redemptions to allow for the orderly liquidation of USL s assets at an appropriate value to fund a redemption. If USCF has difficulty liquidating its positions, e.g., because of a market disruption event in the futures markets, a suspension of trading by the exchange where the futures contracts are listed or an unanticipated delay in the liquidation of a position in an OTC contract, it may be appropriate to suspend redemptions until such time as such circumstances are rectified. None of USCF, the Marketing Agent, the Administrator, or the Custodian will be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. Redemption orders must be made in whole baskets. USCF will reject a redemption order if the order is not in proper form as described in the Authorized Participant Agreement or if the fulfillment of the order, in the opinion of its counsel, might be unlawful. USCF may also reject a redemption order if the number of shares being redeemed would reduce the remaining outstanding shares to 100,000 shares (i.e., two baskets) or less. Creation and Redemption Transaction Fee To compensate USL for its expenses in connection with the creation and redemption of baskets, an Authorized Participant is required to pay per order to create or redeem baskets, regardless of the number of baskets in such order. Authorized Participants pay a $350 fee for each order they place to create or redeem one or more Creation Baskets. The transaction fee may be reduced, increased or otherwise changed by USCF. USCF shall notify DTC of any change in the transaction fee and will not implement any increase in the fee for the redemption of baskets until thirty (30) days after the date of the notice. Tax Responsibility Authorized Participants are responsible for any transfer tax, sales or use tax, stamp tax, recording tax, value added tax or similar tax or governmental charge applicable to the creation or redemption of baskets, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant, and agree to indemnify USCF and USL if they are required by law to pay any such tax, together with any applicable penalties, additions to tax and interest thereon. Secondary Market Transactions As noted, USL creates and redeems shares from time to time, but only in one or more Creation Baskets or Redemption Baskets. The creation and redemption of baskets are only made in exchange for delivery to USL or the distribution by USL of the amount of Treasuries and cash represented by the baskets being created or redeemed, the amount of which will be based on the aggregate NAV of the number of shares included in the baskets being created or redeemed determined on the day the order to create or redeem baskets is properly received. As discussed above, Authorized Participants are the only persons that may place orders to create and redeem baskets. Authorized Participants must be registered broker-dealers or other securities market participants, such as banks and other financial institutions that are not required to register as broker-dealers to engage in securities transactions. An Authorized Participant is under no obligation to create or redeem baskets, and an Authorized Participant is under no obligation to offer to the public shares of any baskets it does create. Authorized Participants that do offer to the public shares from the baskets they create will do so at per-share offering prices that are expected to reflect, among other factors, the trading price of the shares on the NYSE Arca, the per share NAV of USL at the time the Authorized Participant purchased the Creation Baskets and the per share NAV at the time of the offer of the shares to the public, the supply of and demand for shares at the time of sale, and the liquidity of the Oil Futures Contract market and the market for Other Oil-Related Investments. The prices of shares offered by Authorized Participants are expected to fall between USL s per share NAV and the trading price of the shares on the NYSE Arca at the time of sale. Shares initially comprising the same basket but offered by Authorized Participants to the public at different times may have different offering prices. An order for one or more baskets may be placed by an Authorized Participant on behalf of multiple clients. Authorized Participants who make deposits with USL in exchange for baskets receive no fees, commissions or other forms of compensation or inducement of any kind from either USL or USCF, and no such person has any obligation or responsibility to USCF or USL to effect any sale or resale of shares. Shares trade in the secondary market on the NYSE Arca. Shares may trade in the secondary market at prices that are lower or higher relative to their NAV per share. The amount of the discount or premium in the trading price relative to the NAV per share may be influenced by various factors, including the number of investors who seek to purchase or sell shares in the secondary market and the liquidity of the Oil Futures Contracts market and the market for Other Oil-Related Investments. While the shares trade during the core trading session on the NYSE Arca until 4:00 p.m. New York time, liquidity in the market for Oil Interests may be reduced after the close of the NYMEX at 2:30 p.m. New York time. As a result, during this time, trading spreads, and the resulting premium or discount, on the shares may widen. Use of Proceeds USCF causes USL to transfer the proceeds from the sale of Creation Baskets to the Custodian or other custodian for trading activities. USCF will invest USL s assets in Oil Interests and investments in Treasuries, cash and/or cash equivalents. When USL purchases an Oil Futures Contract and certain exchange-traded Other Oil-Related Investments, USL is required to deposit typically 5% to 30% with the selling FCM on behalf of the exchange a portion of the value of the contract or other interest as security to ensure payment for the obligation under Oil Interests at maturity. This deposit is known as initial margin. Counterparties in transactions in OTC contracts will generally impose similar collateral requirements on USL. USCF will invest the assets that remain after margin and collateral are posted in Treasuries, cash and/or cash equivalents subject to these margin and collateral requirements. USCF has sole authority to determine the percentage of assets that are: held on deposit with the FCM or other custodian, used for other investments, and held in bank accounts to pay current obligations and as reserves. Approximately 5% to 30% of USL s assets have normally been committed as margin for commodity futures contracts. However, from time to time, the percentage of assets committed as margin may be substantially more, or less, than such range. Ongoing margin and collateral payments will generally be required for both exchange-traded and OTC contracts based on changes in the value of the Oil Interests. Furthermore, ongoing collateral requirements with respect to OTC contracts are negotiated by the parties, and may be affected by overall market volatility, volatility of the underlying commodity or index, the ability of the counterparty to hedge its exposure under the Oil Interests, and each party s creditworthiness. In light of the differing requirements for initial payments under exchange-traded and OTC contracts and the fluctuating nature of ongoing margin and collateral payments, it is not possible to estimate what portion of USL s assets will be posted as margin or collateral at any given time. The Treasuries, cash and cash equivalents held by USL will constitute reserves that will be available to meet ongoing margin and collateral requirements. All interest income will be used for USL s benefit. An FCM, a government agency or a commodity exchange could increase margin or collateral requirements applicable to USL to hold trading positions at any time. Moreover, margin is merely a security deposit and has no bearing on the profit or loss potential for any positions held. The assets of USL posted as margin for Oil Futures Contracts are held in segregated accounts pursuant to the CEA and CFTC regulations. If USL enters into a swap agreement, USL must post both collateral and independent amounts to its swap counterparty(ies). The amount of collateral USL posts changes according to the amounts owed by USL to its counterparty on a given swap transaction, while independent amounts are fixed amounts posted by USL at the start of a swap transaction. Collateral and independent amounts posted to swap counterparties will be held by a third-party custodian. INFORMATION YOU SHOULD KNOW This prospectus contains information you should consider when making an investment decision about the shares. You may rely on the information contained in this prospectus. Neither USL nor USCF has authorized any person to provide you with different information and, if anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell the shares in any jurisdiction where the offer or sale of the shares is not permitted. The information contained in this prospectus was obtained from us and other sources believed by us to be reliable. You should rely only on the information contained in this prospectus or any applicable prospectus supplement or any information incorporated by reference to this prospectus. We have not authorized anyone to provide you with any information that is different. If you receive any unauthorized information, you must not rely on it. You should disregard anything we said in an earlier document that is inconsistent with what is included in this prospectus or any applicable prospectus supplement or any information incorporated by reference to this prospectus. Where the context requires, when we refer to this "prospectus," we are referring to this prospectus and (if applicable) the relevant prospectus supplement. You should not assume that the information in this prospectus or any applicable prospectus supplement is current as of any date other than the date on the front page of this prospectus or the date on the front page of any applicable prospectus supplement. We include cross references in this prospectus to captions in these materials where you can find further related discussions. The table of contents tells you where to find these captions. SUMMARY OF PROMOTIONAL AND SALES MATERIAL USL uses the following promotional or sales material: USL s website, www.uscfinvestments.com; Press release dated the effective date of USL s initial registration statement; and USL fact sheet found on USL s website. The materials described above are not a part of this prospectus or the registration statement of which this prospectus is a part and have been submitted to the staff of the Securities and Exchange Commission for their review pursuant to Industry Guide 5. This section is provided here as a convenience to you. INTELLECTUAL PROPERTY USCF owns trademark registrations for UNITED STATES 12 MONTH OIL FUND (U.S. Reg. No. 3600671) for "Investment services in the field of oil futures contracts and other oil-related investments," in use since December 6, 2007, and 12 USL UNITED STATES 12 MONTH OIL FUND, LP (and 12 and Flame Design) (U.S. Reg. 4440927) for "Financial investment services in the field of oil futures contracts, cash-settled options on oil futures contracts, forward contracts for oil over-the-counter transactions based on the price of oil, and indices based on the foregoing" in use since September 30, 2012. USCF relies upon these trademarks through which it markets its services and strives to build and maintain brand recognition in the market and among current and potential investors. So long as USCF continues to use these trademarks to identify its services, without challenge from any third party, and properly maintains and renews the trademark registrations under applicable laws, rules and regulations, it will continue to have indefinite protection for these trademarks under current laws, rules and regulations. USCF owns trademark registrations for USCF (and Design) (U.S. Reg. No. 5127374) for "Fund investment services," in use since April 10, 2016, USCF (U.S. Reg No. 5040755) for "Fund investment services," in use since June 24, 2008, and INVEST IN WHAT S REAL (U.S. Reg. No. 5450808) for "Fund investment services," in use since April 2016. USCF relies upon these trademarks and service mark through which it markets its services and strives to build and maintain brand recognition in the market and among current and potential investors. So long as USCF continues to use these trademarks to identify its services, without challenge from any third party, and properly maintains and renews the trademark registrations under applicable laws, rules and regulations; it will continue to have indefinite protection for these trademarks under current laws, rules and regulations. USCF has been granted two patents Nos. 7,739,186 and 8,019,675, for systems and methods for an exchange traded fund (ETF) that tracks the price of one or more commodities. WHERE YOU CAN FIND MORE INFORMATION USCF has filed on behalf of USL a registration statement on Form S-1 with the SEC under the 1933 Act. This prospectus does not contain all of the information set forth in the registration statement (including the exhibits to the registration statement), parts of which have been omitted in accordance with the rules and regulations of the SEC. For further information about USL or the shares, please refer to the registration statement, which you may access online at www.sec.gov. Information about USL and the shares can also be obtained from USL s website, http://www.uscfinvestments.com. USL s website address is only provided here as a convenience to you and the information contained on or connected to the website is not part of this prospectus or the registration statement of which this prospectus is part. USL is subject to the informational requirements of the Exchange Act and USCF and USL will each, on behalf of USL, file certain reports and other information with the SEC under the Exchange Act. USCF will file an updated prospectus annually for USL pursuant to the 1933 Act. The reports and other information can be accessed online at www.sec.gov. STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus includes "forward-looking statements" which generally relate to future events or future performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this prospectus that address activities, events or developments that will or may occur in the future, including such matters as changes in inflation in the United States, movements in the stock market, movements in U.S. and foreign currencies, and movements in the commodities markets and indexes that track such movements, USL s operations, USCF s plans and references to USL s future success and other similar matters, are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses USCF has made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to USCF s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this prospectus, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. See "Risk Factors Involved with an Investment in USL" Consequently, all the forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results or developments USCF anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, USL s operations or the value of the shares. INCORPORATION BY REFERENCE OF CERTAIN INFORMATION We are a reporting company and file annual, quarterly and current reports and other information with the SEC. The rules of the SEC allow us to "incorporate by reference" information that we file with them, which means that we can disclose important information to you by referring you to those documents ; provided, however, that information "furnished" under Item 2.02 or Item 7.01 of Form 8-K, or other information "furnished" to the SEC, which is not deemed filed is not and will not be incorporated by reference. The information incorporated by reference is an important part of this prospectus. This prospectus incorporates by reference the documents set forth below that have been previously filed with the SEC. Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 13, 2020. Current Report on Form 10-Q, for the quarterly period ended March 31, 2020 filed on May 8, 2020. Current Report on Form 8-K, filed with the SEC on March 20, 2020. Current Report on Form 8-K, filed with the SEC on March 30, 2020. Current Report on Form 8-K, filed with the SEC on May 29, 2020. Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other filed documents that also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We will provide to each person to whom a prospectus is delivered, including any beneficial owner, a copy of these filings at no cost, upon written or oral request at the following address or telephone number: United States 12 Month Oil Fund, LP Attention: Katie Rooney 1850 Mt. Diablo Boulevard, Suite 640 Walnut Creek, California 94596 (510) 522-9600 We make our electronic filings with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports available on our website free of charge as soon as practicable after we file or furnish them with the SEC. The information contained on our website does not constitute a part of this prospectus, and our website address supplied above is intended to be an inactive textual reference only and not an active hyperlink to our website. Privacy Policy USL and USCF may collect or have access to certain nonpublic personal information about current and former investors. Nonpublic personal information may include information received from investors, such as an investor s name, social security number and address, as well as information received from brokerage firms about investor holdings and transactions in shares of USL. USL and USCF do not disclose nonpublic personal information except as required by law or as described in their Privacy Policy. In general, USL and USCF restrict access to the nonpublic personal information they collect about investors to those of their and their affiliates employees and service providers who need access to such information to provide products and services to investors. USL and USCF maintain safeguards that comply with federal and applicable state law to protect investors nonpublic personal information. These safeguards are reasonably designed to (1) ensure the security and confidentiality of investors records and information, (2) protect against any anticipated threats or hazards to the security or integrity of investors records and information, and (3) protect against unauthorized access to or use of investors records or information that could result in substantial harm or inconvenience to any investor. Third-party service providers with whom USL and USCF share nonpublic personal information about investors must agree to follow appropriate standards of security and confidentiality, which includes safeguarding such nonpublic personal information physically, electronically and procedurally. A copy of USCF s current Privacy Policy is available at http://www.uscfinvestments.com. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 13. Other Expenses of Issuance and Distribution Set forth below is an estimate (except as indicated) of the amount of fees and expenses (other than underwriting commissions and discounts) payable by the registrant in connection with the issuance and distribution of the shares pursuant to the prospectus contained in this registration statement. Amount Amount SEC registration fee (actual) $ 268,157.18 * NYSE Arca Listing Fee (actual) $6,375 FINRA filing fees (actual) N/A Blue Sky expenses N/A Auditor s fees and expenses (estimate) $45,000 Legal fees and expenses (estimate) $4,000 Printing expenses (estimate) $17,000 Total $ 340,532.18 *$194,676.07 of Registration Statement fees were previously paid and are being applied to the shares registered under this registration statement, which are unsold shares from a prior registration statement that are being carried forward to this registration statement pursuant to Rule 415(a)(6) under the 1933 Act. Item 14. Indemnification of Directors and Officers USL shall, to the fullest extent permitted by law, but only out of USL assets, indemnify and hold harmless a general partner and each officer, director, stockholder, partner, employee or agent thereof (including persons who serve at USL s request as directors, officers or trustees of another organization in which USL has an interest as a Shareholder, creditor or otherwise) and their respective Legal Representatives and successors (hereinafter referred to as a "Covered Person") against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceedings, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of an alleged act or omission as a general partner or director or officer thereof, or by reason of its being or having been such a general partner, director or officer, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable believe that such Covered Person s action was in the best interest of USL, and except that no Covered Person shall be indemnified against any liability to USL or limited partners to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person s office. Expenses, including counsel fees so incurred by any such Covered Person, may be paid from time to time by USL in advance of the final disposition of any such action, suit or proceeding on the condition that the amounts so paid shall be repaid to USL if it is ultimately determined that the indemnification of such expenses is not authorized hereunder. As to any matter disposed of by a compromise payment by any such Covered Person, pursuant to a consent decree or otherwise, no such indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of USL, after notice that it involved such indemnification by any disinterested person or persons to whom the questions may be referred by United States Commodity Funds LLC ("USCF"), the general partner, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such Covered Person appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of USL and that such indemnification would not protect such persons against any liability to USL or its limited partners to which such person would otherwise by subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. Approval by any disinterested person or persons shall not prevent the recovery from persons as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that such Covered Person s action was in the best interests of USL or to have been liable to USL or its limited partners by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person s office. II-1 The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. An "interested Covered Person" is one against whom the action, suit or other proceeding on the same or similar grounds is then or has been pending and a "disinterested person" is a person against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending. Nothing contained in this provision shall affect any rights to indemnification to which personnel of a general partner, other than directors and officers, and other persons may be entitled by contract or otherwise under law, nor the power of USL to purchase and maintain liability insurance on behalf of any such person. Nothing in this provision shall be construed to subject any Covered Person to any liability to which he is not already liable under this Agreement or applicable law. Each limited partner agrees that it will not hold any Affiliate or any officer, director, stockholder, partner, employee or agent of any Affiliate of USCF liable for any actions of USCF or any obligations arising under or in connection with this Agreement or the transactions contemplated hereby. Item 15. Recent Sales of Unregistered Securities None Item 16. Exhibits and Financial Statement Schedules (a) Exhibits Exhibit No. Description 3.1(1) Certificate of Limited Partnership of the Registrant. 3.2(11) Third Amended and Restated Agreement of Limited Partnership. 3.3(8) Sixth Amended and Restated Limited Liability Company Agreement of USCF. 5.1* Opinion of Eversheds Sutherland (US) LLP (formerly known as Sutherland Asbill & Brennan LLP) relating to the legality of the shares. 8.1(13) Opinion of Eversheds Sutherland (US) LLP (formerly known as Sutherland Asbill & Brennan LLP) with respect to federal income tax consequences. 10.1(10) Form of Authorized Purchaser Agreement. 10.3(3) Amendment Agreement to Marketing Agent Agreement. 10.4(3) Marketing Agent Agreement. 10.5(9) Amendment No. 2 to Marketing Agent Agreement. 10.6(2) Third Amendment to the Marketing Agent Agreement. 10.7(4) License Agreement. 10.8(5) Amendment to the License Agreement. 10.9(7) Third Amendment to the License Agreement. 10.10(6) Custodian Agreement. II-2 (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: (i) If the registrant is subject to Rule 430C ( 230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A ( 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 ( 230.424 of this chapter); (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. II-4 (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (c) The undersigned registrant hereby undertakes: (1) To send to the trustee at least on an annual basis a detailed statement of any transactions with the Sponsor or its affiliates, and of fees, commissions, compensation and other benefits paid, or accrued to the Sponsor or its affiliates for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed. (2) To provide to the trustee the financial statements required by Form 10-K for the first full fiscal year of operations of the partnership. II-5 TABLE OF CONTENTS Page Disclosure Document: Prospectus Summary 1 USL s
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/UTZ_utz_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/UTZ_utz_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/UTZ_utz_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/U_unity_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/U_unity_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2edcc74fde12074e17237c042888cb707e52b5af
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/U_unity_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors, Special Note Regarding Forward-Looking Statements, and Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, all references in this prospectus to we, us, our, our company, Unity, and Unity Technologies refer to Unity Software Inc. and its consolidated subsidiaries. UNITY SOFTWARE INC. Overview Unity is the world s leading platform for creating and operating interactive, real-time 3D content. We believe the world is a better place with more creators in it. Creators, ranging from game developers to artists, architects, automotive designers, filmmakers and others, use Unity to make their imaginations come to life. Our platform provides a comprehensive set of software solutions to create, run and monetize interactive, real-time 2D and 3D content for mobile phones, tablets, PCs, consoles, and augmented and virtual reality devices. As of June 30, 2020, we had approximately 1.5 million monthly active creators in over 190 countries and territories worldwide. The applications developed by these creators were downloaded over three billion times per month in 2019 on over 1.5 billion unique devices. Content built on the Unity platform offers end-users a fundamentally more engaging and immersive experience than traditional static content. Content made with Unity is interactive, allowing end-users to connect with the content and with one another. Content made with Unity is real-time, allowing it to instantly adapt to end-user behavior and feedback. Content made with Unity allows graphics to be expressed with 3D shape and depth, permitting multiple viewing angles, and enabling augmented and virtual reality. Real-time is not just a part of the end-user experience. Building content on Unity offers creators significant advantages in development compared to traditional content creation tools. Creators can visualize and iterate on their 2D and 3D creations in real-time and collaborate with each other to edit content simultaneously. This can lead to significant reductions in design and development cycle times. Improvements in computational power, greater connectivity and the proliferation of devices like smartphones, PCs and consoles have enabled an explosion of immersive and interactive content. The gaming industry has benefited enormously from these factors, with over 2.5 billion gamers driving the fastest growing sector in media today. Unity has built its reputation in gaming, and our scale and reach in this industry are significant. We estimate that in 2019, on a global basis, 53% of the top 1,000 mobile games on the Apple App Store and Google Play and over 50% of such mobile games, PC games and console games combined were made with Unity. Unity s platform helps game developers from the largest publishers in the world with teams of hundreds, to mid-sized, small and independent publishers, to individual creators build and operate high quality games, rapidly and efficiently. Unity games can be built once and Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated September 16, 2020. 25,000,000 Shares Unity Software Inc. Common Stock This is an initial public offering of shares of common stock of Unity Software Inc. All of the 25,000,000 shares of common stock are being sold by us. Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $44.00 and $48.00. Our common stock has been approved for listing on the New York Stock Exchange, or NYSE, under the symbol U . We are an emerging growth company as defined under the federal securities laws, and as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See Risk Factors beginning on page 17 to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discount(1). $ $ Proceeds, before expenses, to Unity Software Inc.$ $ (1) See the section titled Underwriting for additional information regarding compensation payable to the underwriters. To the extent that the underwriters sell more than 25,000,000 shares of common stock, the underwriters have the option to purchase up to an additional 3,750,000 shares of common stock from us at the initial public offering price less the underwriting discount. The underwriters expect to deliver the shares against payment in New York, New York on , 2020. Goldman Sachs & Co. LLC Credit Suisse BofA Securities Barclays William Blair Oppenheimer & Co. Piper Sandler Stifel Wedbush Securities Academy Securities Siebert Williams Shank Prospectus dated , 2020. Table of Contents deployed and operated across more than 20 platforms, including Windows, Mac, iOS, Android, PlayStation, Xbox, Nintendo Switch, and the leading augmented and virtual reality platforms, among others. As gaming has proliferated, the business models for content have evolved beyond one-time purchases to include advertising and in-app purchases. Unity enables these new business models by providing creators with the solutions they need to easily run and monetize their content. The dramatic growth of end-user demand for interactive content is driving industries beyond gaming to embrace the advantages of real-time 3D content. Creators are leveraging our platform to provide faster content creation and efficient deployment across formats and use cases. Today, Fortune and Global 500 companies in industries such as architecture, engineering, construction, automotive, transportation, manufacturing, film, television and retail are using Unity across many new use cases, including automobile and building design, online and augmented reality product configurators, autonomous driving simulation, and augmented reality workplace safety training. These new forms of content are emerging parts of our business and represent a significant opportunity for growth. Our platform consists of two distinct, but connected and synergistic sets of solutions. Our Create Solutions are used by content creators developers, artists, designers, engineers and architects to create interactive, real-time 2D and 3D content. Our Operate Solutions offer customers the ability to grow and engage their end-user base, as well as run and monetize their content with the goal of optimizing end-user acquisition and operational costs while increasing the lifetime value of their end-users. We offer our Create Solutions primarily through monthly subscriptions and our Operate Solutions primarily through revenue-share and usage-based models. This allows us to generate revenue from our customers as they develop content and also as they succeed and grow. Subscriptions for our Create Solutions drive adoption of our Operate Solutions. For the year ended December 31, 2019, and the six months ended June 30, 2020, 63% and 64%, respectively, of our Operate Solutions revenue that came from customers with over $100,000 in annual revenue was from customers that also used our Create Solutions. We see significant opportunities to grow our business. We believe today we address a total market opportunity of approximately $29 billion across both gaming and other industries. Looking to the future, we believe there are large opportunities within and beyond the industries and use cases we currently serve that represent a market potential multiple times larger than our opportunity today. We are investing aggressively in research and development and direct sales and marketing to support the expansion of our business in games and across multiple industries and use cases. We have experienced rapid growth. Our revenue grew from $380.8 million to $541.8 million for the years ended December 31, 2018 and 2019, respectively, representing year-over-year growth of 42%, and from $252.8 million to $351.3 million for the six months ended June 30, 2019 and 2020, respectively, representing period-over-period growth of 39%. We generated net losses for the years ended December 31, 2018 and 2019, and six months ended June 30, 2019 and 2020, of $131.6 million, $163.2 million, $67.1 million and $54.1 million, respectively, which included $20.9 million, $44.5 million, $14.8 million and $21.7 million, respectively, of stock-based compensation expense. We reduced our net cash used in operating activities from $81.1 million to $67.9 million for the years ended December 31, 2018 and 2019, respectively, and from $19.8 million to $15.4 million for the six months ended June 30, 2019 and 2020, respectively. Table of Contents unity Table of Contents The Future is Interactive, Real-Time 3D For almost a hundred years, photos and video content have largely been created by the same means capturing three dimensional images through a 2D lens and projecting them onto a 2D surface. Technology has introduced digital cameras, lenses for capturing images at astonishing resolutions and powerful software tools that allow creators to edit and manipulate images with limitless possibilities. Still, the basic processes and technology related to content and content creation revolve around building 2D, asynchronous, non-interactive, static content. The world is changing. Leaps forward in compute power and bandwidth are enabling an explosion in interactive, real-time 3D content led by games and now spreading rapidly into other industries. We have moved from a static content world to one of lifelike, dynamic content where 2D images are no longer projected to create video, but where fully interactive, 3D virtual objects, environments and complete worlds can be digitally rendered in real-time using software. Nowhere has real-time 3D had a larger impact to date than in gaming, which has grown from a less than $15 billion industry 20 years ago to one generating over $140 billion in annual revenue today. Gaming is now the fastest growing category in media with over 2.5 billion gamers worldwide. Interactive, real-time 3D is: Interactive: allowing end-users from around the world to connect with immersive content as well as one another. Today s games take players into lifelike scenes and landscapes, where they can engage with dynamic content. In multiplayer environments, content interaction instantly influences other players experience of the game. As one player pushes a button for an object to go right, it enters another player s point of view instantly, in real-time. Real-Time: allowing content to be rendered at up to 120 photorealistic images per second on a digital display. Display pixels can be drawn and redrawn as fast as the human eye can see, rendering content that is instantly responsive to end-user actions and appears lifelike. 3D: allowing graphics to be expressed with shape and depth, permitting multiple viewing angles. An end-user can virtually pick up an object, look underneath, move it around and enjoy an entirely new and unique experience, all in the same environment. The opportunities of augmented and virtual reality are only made possible through 3D. Interactive, real-time 3D is also driving innovation in the content creation process. For example, with real-time technology, creators can live-edit the characteristics of objects in games and applications they design, and these changes can be rendered and displayed faster than the blink of an eye. This instantaneous adaptation allows for creators to simultaneously create and visualize, simplifying the creative process and making collaborative content development more seamless and efficient. While interactive, real-time 3D has fueled the rise of gaming, the opportunities for this technology and the benefits for creators are impacting many other industries as well. For example, architects, designers and project partners use real-time 3D to simultaneously contribute to the planning and development of a building with rapid, cost-effective iteration. Similarly, real-time 3D technology is driving efficiencies in car development and sales cycles, allowing for interactive, life-like models of cars to be rendered in real-time. In film, real-time 3D technology allows a creator to edit and review a scene instantly, rather than waiting days for server farms to fully render a digital scene. Across these industries and more, our solutions and technology are unlocking new forms of creativity and cost-efficiency that are impossible with traditional tools. Table of Contents We are the world s leading platform for creating and operating interactive, real-time 3D content 1.5M monthly active creators1 50%+ mobile games, PC games and console games combined, made with Unity2 3B+ app downloads per month3 1 As of June 30, 2020 2 In 2019, estimated by Unity. Mobile share based on top 1,000 games on the Apple App Store and Google Play Store. 3 App downloads per month represent applications developed by creators using Unity in 2019. unity Table of Contents Secular Industry Trends Working in Our Favor Technology Has Enabled the Transition to Interactive, Real-Time 3D Content Technology now enables creators to develop immersive, interactive content in real-time. These advancements, which are raising expectations from end-users across industries, are driven by: Compute Power: Interactive, real-time 3D content can now run on low-cost PCs and mobile phones. Advances in graphics processing units, or GPUs, have unlocked a broad variety of high-fidelity real-time 3D content that was previously available only on select high-performance computers and consoles. Platforms and Devices: Today s consumers have easy, affordable access to interactive, real-time 3D content through a variety of platforms and devices, including PCs, gaming consoles, advanced set-top boxes, tablets and smartphones. In parallel, platform and device capabilities are increasing. More recent versions of PCs, consoles and mobile devices enable augmented and virtual reality, which is expected to drive increased demand for real-time 3D content, and also contribute to increased expectations for new types of real-time 3D content. Distribution: With pervasive streaming and cloud-based content delivery replacing physical forms of distribution, content is now available, on-demand and instantly, and the need to visit retail stores to acquire content is greatly reduced. Connectivity: The proliferation of broadband wireless access is enabling end-users to interact with content and with one another from more locations and on more platforms, significantly increasing access to content. Real-Time 3D is Proliferating Across Industries End-users have come to appreciate the value of interactive, real-time 3D content and increasingly expect similar immersive, interactive experiences across both personal media and commercial content. Creators across a wide array of industries beyond gaming are using real-time 3D across new use cases, including automobile and building design, online and augmented reality product configurators, autonomous driving simulation and augmented reality workplace safety training, among others. The Problem: Creators Need New Ways to Develop, Run and Monetize Their Content Traditionally, the creation of high fidelity graphic experiences required the development or use of custom, disparate point solutions. In order to build real-time 3D applications, large teams with many engineers would need to invest significant time and resources in the development of tools and technology in order to make even the most basic applications. Building these tools from scratch is both very expensive and time consuming for creators. Today, to serve the increasing demand for real-time 3D content, creators need a comprehensive solution that allows them to efficiently build, run and monetize new applications to satisfy that demand. Business and monetization models are also changing. For example, in gaming, traditional one-time purchase and downloadable content models are moving to free-to-play, which requires new monetization methods such as advertising and in-app purchases. Games have also increasingly migrated to live services models, hosted in the cloud and regularly updated for content and new features. These new business and monetization models require new technologies and new solutions. Traditional content development is done on a per-platform basis, often requiring creators to recreate and recode content for each individual platform. This problem is exacerbated by the Table of Contents We believe the world is a better place with more creators in it. John Riccitiello, CEO Creativity on a global scale 15K+ new projects made per day1 190+ countries and territories in the world have Unity creators2 1 In the first half of 2020 2 As of June 30, 2020 unity Table of Contents diversification and explosion in the number of devices and form factors. Creators require solutions that enable them to create content once and deploy it to multiple platforms seamlessly, without having to develop and test code specific to each platform or having to maintain highly specialized teams. Our Market Opportunity We believe today we address a total market opportunity of approximately $29 billion across both gaming and other industries. Gaming: In gaming, we estimate the market opportunity for our Create Solutions and Operate Solutions to be approximately $12 billion in 2019 across over 15 million potential creators, growing to over $16 billion in 2025, based on a 2020 study that we commissioned by a third party strategy consulting firm, Altman Vilandrie & Company. Industries Beyond Gaming: In industries beyond gaming, we estimate the market opportunity for our Create Solutions and Operate Solutions to be approximately $17 billion today, based on the number of software developers, architects and designers our solutions could potentially serve. Looking to the future, we believe there are large opportunities within and beyond the industries and use cases we currently serve that are not captured by the above market opportunity estimates. Gaming: We believe there is a large future opportunity for Unity in gaming that is not captured by the above analysis. We believe we can expand the applicability of our platform to creators with new solutions we are designing for the future, such as assisted artistry workflows, higher performance rendering capabilities and additions to our Operate Solutions. AR & VR: We are the leading platform for creating content for augmented reality and virtual reality applications, which we believe will represent large opportunities for our business in the future as innovations in hardware and connectivity increase capability and drive adoption. Industries Beyond Gaming: There are 37 million engineers and technicians, based on data published by Cambashi in April 2019, who we believe could be additional users of various current and future products that comprise our platform. We believe these future opportunities represent a market potential multiple times larger than the approximately $29 billion total market opportunity we serve today. Our Solution Unity is the world s leading platform for creating and operating interactive, real-time 3D content. Our platform includes our Create Solutions and Operate Solutions, which complement each other and together provide a comprehensive set of solutions that enable our customers to create, run and monetize their content across a broad range of third-party content distribution platforms. Our Create Solutions are used to create, edit, run and deploy real-time 2D, as well as high definition, real-time 3D content. Our products include custom scripting tools and a high-definition render pipeline for developers; graphics, animation and audio tools for artists; and navigation, networking and user interface tools for designers. Our Operate Solutions offer customers the ability to grow and engage their user bases, and to run and monetize their content irrespective of whether the content was created in Unity. Our Table of Contents playrix township Moon Studios Ori and the Will of the Wisps Shop 9 DeKalb Mediatonic Fall Guys: Ultimate knockout Oddworld inhabitants Oddworld: Soulstorm Ustwo Games Monument Valley 2 Studio Gale Tomoncar MEC AR/VR Tent Viewer Table of Contents monetization products, Unity Ads and Unity IAP (In-App Purchases), help developers to maximize the revenue potential of their content. Our end-user engagement products, such as deltaDNA, provide developers with the capability to perform deep analytics to optimize end-user engagement and behavior. Finally, we also offer solutions to simplify the delivery of content and provide back-end management, such as Multiplay for multiplayer hosting in games, or Vivox to enable player-to-player communications in games. Our platform delivers numerous benefits to creators across organizations of all sizes. These benefits include: Significantly Faster, High-Quality Production with Real-Time Technology Unity s platform enables creators to simultaneously visualize and iterate on their 2D and 3D creations in real-time. Our platform s real-time technology significantly reduces the time and resources required by creators, whether working individually or in groups, to create and operate high-quality, immersive, personalized and interactive content. Create Once and Deploy Anywhere Creators use Unity to create once and deploy anywhere. Without writing any platform-specific code, creators can deploy their games and applications on more than 20 platforms, ensuring their content reaches a broad audience. Comprehensive Set of Solutions for Creators of All Types The Unity platform provides creators of varied backgrounds and levels of expertise a comprehensive set of solutions to meet their needs in creating, operating and monetizing their content across platforms. For example, a team of content creators can use our real-time 2D and 3D Create Solutions rendering tools to develop a high-fidelity application with a massive virtual world. The creators can then use our Operate Solutions to host their application, grow and engage their end-user base and run and monetize their content. Together, our solutions serve the entire lifecycle of a game or application, and the needs of its creators, through a single platform. Access to Leading Technology We offer creators leading edge technology that keeps pace with each major new hardware platform, allowing them to focus on creating content rather than working to keep pace with dozens of rapidly evolving specifications and capabilities. We continue to invest to ensure our platform best leverages the capabilities of these rapidly evolving platforms to serve the future development and operational needs of content creators. Our Competitive Strengths We believe that we have a number of competitive strengths that will enable our market leadership to grow. Our competitive strengths include: Our Platform Our core competitive strength is the breadth and depth of our platform. We offer a comprehensive set of solutions to create, run and monetize real-time 3D games and applications. Creators can onboard through any of our solutions and leverage our platform to serve their needs at every stage of growth. As a Table of Contents Architecture, Engineering & Construction 9 DeKalb, Shop Architects Games Monument Valley 2, ustwo games Media & Entertainment Crow: The Legend, Baobab Studios Automotive, Transportation & Manufacturing Volvo Cars Table of Contents result of the strength of our platform, as of June 30, 2020, we had a global reach of over two billion monthly active end-users, who consume content created or operated with our solutions on over 20 platforms. We saw an average of more than 15,000 new projects each day in the first half of 2020. Market Leadership in Game Development with Industry-Leading Brand We are the market leader for the creation of all types of video games, ranging from games developed by the largest global publishers, including AAA studios, to games developed by mid-sized, small and independent developers and freelancers. We estimate that in 2019, on a global basis, 53% of the top 1,000 mobile games on the Apple App Store and Google Play and over 50% of such mobile games, PC games and console games combined were made with Unity. Ninety-three of the top 100 game development studios by global revenue in 2019 were Unity customers. We see significant opportunities for expansion within these existing customers through increased Create Solutions subscriptions and additional adoption of our Operate Solutions. Games developed on the Unity platform recorded an average of over eight billion hours of gameplay per month in the six months ended June 30, 2020. Many of the most successful games across the globe were developed using Unity. Relentless Focus on Innovation, Talent and Research and Development We have invested over $450 million in research and development over the last two fiscal years alone to further develop our solutions. Our market-leading position and reputation for innovation support our ability to recruit highly talented software engineers and developers. Additionally, although the significant majority of our revenue growth has been organic, we have completed over a dozen acquisitions to date. Acquisitions have primarily included smaller teams with specific product expertise. Our Applifier, deltaDNA, Finger Food, Multiplay, and Vivox acquisitions brought greater functionality into our platform, added key innovation talent to our team and furthered our goal of being the one-stop integrated platform for all creator needs. Extensive Data Footprint and Sophisticated Analytics Our scale affords us access to a vast amount of end-user engagement and platform performance data. We continuously capture and analyze valuable end-user behavior and application performance data from over 50 billion in-app events per day across over 20 different platforms as end-users interact with games and applications made with Unity. This data and analytics capability allows us to optimize content performance, end-user acquisition and engagement and monetization based on predicted lifetime values of our customers end-users, driving value for both our customers as well as their end-users. The Unity Creator Community Unity has a very large, active global community of real-time 3D creators, with approximately 1.5 million monthly active creators that developed over 8,000 games and applications per month in the six months ended June 30, 2020. We have a highly engaged base of creators, with users of our Unity Pro product spending an average of 4.9 hours per day actively using our platform in the year ended December 31, 2019, and an average of 5.1 hours per day for the six months ended June 30, 2020. In addition, within our creator base are a large number of students and independent learners, including those enrolled in high school and university classes. We invest in providing student and school licenses as well as developing curriculum components, Unity-specific portions of academic programs and learning content to ensure students can learn and train on our software. With this knowledge and continuing education, students prepare for, and excel in, careers using real-time 3D and Unity. Table of Contents TABLE OF CONTENTS Prospectus Page Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/VEL_velocity_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/VEL_velocity_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3981e43ce3890a20753d9d20a2c945651a42fae3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/VEL_velocity_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 d617975ds1a.htm S-1/A S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 6, 2020 Registration No. 333-234250 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Velocity Financial, LLC (to be converted as described herein into Velocity Financial, Inc.) (Exact name of registrant as specified in its charter) Delaware 6199 46-0659719 (State or other jurisdiction of Incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 30699 Russell Ranch Road, Suite 295 Westlake Village, California 91362 (818) 532-3700 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Christopher D. Farrar Chief Executive Officer 30699 Russell Ranch Road, Suite 295 Westlake Village, California 91362 (818) 532-3700 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: William B. Brentani Andrew S. Epstein Daniel N. Webb Jason D. Myers Simpson Thacher & Bartlett LLP Clifford Chance US LLP 2475 Hanover Street 31 W. 52nd Street Palo Alto, California 94304 (650) 251-5000 New York, New York 10019 (212) 878-8000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee(3) Common stock, par value $0.01 per share 8,337,500 $16.00 $133,400,000 $17,315.32 (1) Includes an additional 1,087,500 shares that the underwriters have the option to purchase. (2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933. (3) The Registrant previously paid $12,980.00 of such fee in connection with the initial filing of the Registration Statement on October 18, 2019. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents TABLE OF CONTENTS Page Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/VERX_vertex-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/VERX_vertex-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f61db54075c5269321dd70d3521befe48abb8b5e
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/VERX_vertex-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY Overview Our vision is to accelerate global commerce, one transaction at a time. Vertex delivers comprehensive tax solutions that enable global businesses to transact, comply and grow with confidence. Companies with complex tax operations rely on Vertex to automate their end-to-end indirect tax processes. Indirect tax is the largest corporate tax category, encompassing sales tax, seller's use tax, consumer use tax and value-added tax ("VAT"), among others. Indirect tax accounts for more than $3.5 trillion of annual tax revenue, which is 2.5 times the amount of corporate income taxes, according to the 2019 OECD Tax Database. Our software, content and services address the increasing complexities of global commerce and compliance by reducing friction, enhancing transparency and enabling greater confidence in meeting indirect tax obligations. As a result, our software is ubiquitous within our customers' business systems, touching nearly every line item of every transaction that an enterprise can conduct. Today, we have more than 4,000 customers, including over half of the Fortune 500, and provide our customers with tax support in over 130 countries. Tax complexity is driven by the number of jurisdictions, products, distribution channels and systems of record within an organization. Each transaction must be tax-assessed for compliance purposes in real time and indirect taxes generally require filing each month, in every jurisdiction in which a company does business. Despite these complexities, there are still businesses that attempt to manage the tax lifecycle through a patchwork of static tax rate tables in spreadsheets, home-built systems or business applications, such as enterprise resources planning ("ERP") software, that were not designed for complex tax management. Each of these approaches relies heavily on finance personnel or outside professional services. The rapid changes taking place in today's global business, technology and regulatory environments are having a compounding effect on the complexity of indirect tax management. As companies expand their business models, enter new geographies and extend their distribution channels, they widen the aperture of their indirect tax obligations. Additionally, as they expand their core offerings to incorporate new digital products and services, they are increasingly impacted by new tax regulations being pursued by jurisdictions. For example, in the United States, nearly 40 states have now enacted marketplace facilitator regulations, requiring online marketplaces to collect and remit taxes for first- and third-party sales on their websites. This complexity demands intelligent solutions that enable businesses to satisfy tax obligations and support growth opportunities. We have pioneered tax technology for over 40 years. We first began electronic delivery of tax rules in the early 1980s and we first sold transaction tax processing software in 1982. Today, our software enables tax determination, compliance and reporting, tax data management and document management with powerful pre-built integrations to core business applications used by most companies, particularly those applications that have a significant impact on global commerce. Our software is fueled by over 300 million data-driven effective tax rules and supports indirect tax compliance in more than 19,000 jurisdictions worldwide. In order to maintain the quality of our content, our team includes many global tax and regulatory experts from industry and the public sector, who deliver monthly updates to our tax content, which are then incorporated directly into our software. Our solutions can be deployed on-premise, in the cloud, or both, with implementation services available to enable optimal customer outcomes and satisfy unique business requirements. Our customers include the majority of the Fortune 500, as well as a majority of the top 10 companies by revenue in multiple industries such as retail, technology and manufacturing, in addition to leading marketplaces. As these companies expand geographically and pursue omnichannel business models, their tax determination and compliance requirements increase and become more complex. Our Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents and we have not paid, U.S. federal income tax, and no provision or liability for U.S. federal income tax has been included in our consolidated financial statements. Instead, for U.S. federal income tax purposes, our taxable income is "passed through" to our existing stockholders who are required to pay income tax attributable to such income. Unless specifically noted otherwise, no amount of our consolidated net income or our earnings per share presented in this prospectus, including in our consolidated financial statements and the accompanying notes appearing in this prospectus, reflects any provision for or accrual of any expense for U.S. federal income tax liability for any period presented. In connection with this offering, our status as an S Corporation will terminate. Thereafter, our taxable earnings will be subject to U.S. federal income tax and we will bear the liability for those taxes. NON-GAAP MEASURES AND OTHER DATA We believe that our financial statements and the other financial data included in this prospectus have been prepared in a manner that complies, in all material respects, with generally accepted accounting principles in the United States ("GAAP") and the regulations published by the Securities and Exchange Commission ("SEC"). However, we use Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow margin, as described in "Prospectus Summary Summary Consolidated Financial and Operating Information," in various places in this prospectus. These non-GAAP financial measures are presented as supplemental disclosure and should not be considered in isolation from, or as a substitute for, the financial information prepared in accordance with GAAP, and should be read in conjunction with the financial statements included elsewhere in this prospectus. Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow margin may differ from similarly titled measures presented by other companies. See "Prospectus Summary Summary Consolidated Financial and Operating Information" for a reconciliation of non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with GAAP, and a discussion of our management's use of Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow margin. Throughout this prospectus, we also provide a number of key business metrics used by management and typically used by our competitors in our industry. These and other key business metrics are discussed in more detail in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations Key Business Metrics." Table of Contents trusted brand and strong relationships with our customers enable us to capitalize on these sustainable organic growth opportunities. Our partner ecosystem is a differentiating, competitive strength in both our software development and our sales and marketing activities. We integrate with key technology partners that span ERP, customer relationship management ("CRM"), procurement, billing, point of sale ("POS") and eCommerce. These partners include Adobe/Magento, Coupa, Microsoft Dynamics, NetSuite, Oracle, Salesforce, SAP, SAP Ariba, Workday and Zuora. We also collaborate with numerous accounting firms who have built implementation practices around our software to serve their customer base. We believe that global commerce and compliance environment provides durable and accelerating growth opportunities for our business. We generated revenue of $272.4 million and $321.5 million in 2018 and 2019, respectively, and $74.6 million and $89.2 million for the three months ended March 31, 2019 and 2020, respectively. We had a net loss of $6.1 million and net income of $31.1 million in 2018 and 2019, respectively, and net income of $7.3 million and a net loss of $29.1 million for the three months ended March 31, 2019 and 2020, respectively. Adjusted EBITDA was $61.5 million and $67.9 million in 2018 and 2019, respectively, and $15.6 million and $15.3 million for the three months ended March 31, 2019 and 2020, respectively. Additionally, we generated net cash provided by operating activities of $80.4 million and $92.5 million in 2018 and 2019, respectively, and $9.9 million and $(6.4) million in the three months ended March 31, 2019 and 2020, respectively. Our free cash flow was $47.1 million and $54.9 million in 2018 and 2019, respectively, and $1.8 million and $(15.8) million in the three months ended March 31, 2019 and 2020, respectively. Adjusted EBITDA and free cash flow are non-GAAP financial measures. For more information about how we use these non-GAAP financial measures in our business, the limitations of these measures and reconciliations to the most directly comparable GAAP measures, see "Prospectus Summary Summary Consolidated Financial and Operating Information." In connection with the offering, we will convert from an S Corporation to a C Corporation ("C Corporation"), which will result in net income of the Company being taxed at the corporate level. For additional information on the effect of such conversion, see "Prospectus Summary Summary Consolidated Financial and Operating Information." Industry Background Indirect taxes are significant and growing revenue streams for governments around the world Indirect taxes are part of everyday commerce in many countries they are levied on items such as food, clothing, business supplies and even data transmissions from mobile phones. According to the 2019 OECD Tax Database, more than $3.5 trillion of indirect taxes were collected by national, state and local governments around the world in 2018, which is 2.5 times the amount of corporate income taxes collected. Indirect taxes on goods and services represented more than 10% of GDP for OECD countries in 2018 and governments continuously seek new ways to increase this revenue stream. In the United States, sales and use taxes are the largest component of indirect taxes. According to OECD Revenue Statistics, the United States collected more than $800.0 billion in tax revenue from goods and services taxes in 2018. Tax reporting and compliance pose tenacious challenges for all businesses In today's global economy, indirect taxation is highly nuanced and growing in its complexity for most businesses. In order to calculate taxes accurately, enterprises must identify every jurisdiction in which they operate, determine and maintain the applicable rates for each of those jurisdictions and map the applicable taxability to the products and services they deliver. Cross-border transactions increase the complexity of taxes. Understanding the variables surrounding transactions and how they change applicable taxes becomes difficult for tax departments to manage given the volume of purchasing, sourcing and sales activities conducted by large enterprises. Table of Contents For the Year Ended December 31, Three Months Ended March 31, 2019 2018 2020 2019 (unaudited) (In thousands except percentages) Financial Metrics: Net income (loss) $ 31,057 $ (6,106 ) $ (29,064 ) $ 7,325 Net income (loss) margin 9.7 % (2.2 )% (32.7 )% 9.9 % Net cash provided by (used in) operating activities $ 92,498 $ 80,449 $ (6,417 ) $ 9,899 Operating cash flow margin 29 % 30 % (7 )% 13 % Non-GAAP Financial Data (unaudited): Adjusted EBITDA(1) $ 67,913 $ 61,471 $ 15,294 $ 15,596 Adjusted EBITDA margin(1) 21 % 23 % 17 % 21 % Free cash flow(2) $ 54,938 $ 47,135 $ (15,755 ) $ 1,784 Free cash flow margin(2) 17 % 17 % (18 )% VERTEX, INC. (Exact name of registrant as specified in its charter) Delaware 7372 23-2081753 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 2301 Renaissance Blvd King of Prussia, Pennsylvania 19406 (800) 355-3500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents Indirect tax returns generally need to be filed on a monthly basis and noncompliance exposes companies to significant monetary liability, poor customer experiences and reputational risk. Tax audits can look back many years, creating a greater level of accountability for managing tax data than for typical business data. Additionally, it is not unusual for a large enterprise to have a substantial number of tax audits across numerous jurisdictions ongoing at any point in time. Each audit may require detailed traceability to individual transactions to defend historical tax positions taken. Dynamic business, regulatory and technology drivers have a compounding effect on tax compliance We believe that trends in the digital economy are accelerating the need for adoption of sophisticated tax solutions among a broader and growing number of enterprises and global commerce platforms. Governments are increasingly adopting new and expanded indirect tax measures. Governments are mandating more frequent and more detailed tax reporting, using advanced technologies to scrutinize business tax filings. Businesses' geographic and channel expansion are creating new tax exposures. Governments are enacting new taxation on digital goods and services. Business-to-consumer ("B2C") and business-to-business ("B2B") marketplaces are increasingly responsible for collecting and remitting taxes for their third-party sellers. The expanded number of business applications being used by enterprises has increased the number of data sources necessary for indirect tax compliance. Legacy approaches are insufficient Over the past several decades, many tax departments have addressed their indirect tax needs by relying on a patchwork of static tax rate tables in spreadsheets, home-built systems or business applications not designed for tax compliance. Each requires heavy reliance on finance personnel or outside professional services. As taxation becomes more complicated, we believe these approaches will begin to fracture as they are error-prone, inefficient and cannot scale, thus increasing exposure to fines, raising reserves and heightening the risk of tax audits across multiple jurisdictions. Our Opportunity We believe the total addressable market for solutions that enable global commerce and compliance is robust, global and growing. We estimate our addressable market among global enterprises and other businesses with greater than $1.0 million in annual sales to be over $7.0 billion in the United States. We believe this potentially understates our total addressable market because it does not include businesses domiciled outside of the United States. Key Benefits of Our Solutions We deliver comprehensive tax solutions that automate end-to-end indirect tax processes for enterprises and mid-market companies with complex tax operations. Our software includes tax determination, compliance and reporting, tax data management and document management fueled by our powerful and proprietary content database, which includes over 300 million data-driven effective tax rules supporting indirect tax compliance in more than 19,000 jurisdictions worldwide. Our solutions also include powerful pre-built integrations to core business applications, such as SAP and Oracle. David DeStefano President, Chief Executive Officer and Chairperson Vertex, Inc. 2301 Renaissance Blvd King of Prussia, Pennsylvania 19406 (800) 355-3500 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Our solutions deliver the following key benefits to our customers: Comprehensive, efficient and accurate indirect tax management. Our solutions provide our customers with powerful tools to manage their end-to-end indirect tax processes and manage their indirect tax obligations accurately and efficiently, while reducing risk. Reduction in tax audit risk and tax audit-induced costs. We believe that customers implement our solutions to increase accuracy and transparency in supporting the tax audit process, and to lower their overall costs of tax audit defense. This is driven by rich documentation and data support during tax audit discovery, which can mitigate tax audit-related adjustments and fines. Wide jurisdiction coverage to support geographic expansion. Economic nexus for indirect taxes is often based on the geographic location of either operations or sales. We maintain expansive coverage of jurisdictions and continually update our global content database, allowing our customers to expand their operations around the world while maintaining compliance with the relevant indirect tax laws of each jurisdiction. Support of new business models. As digital transformation continues to change our economy, many enterprises are adopting new business models and incorporating new technology in their products and operations to fuel growth, including diversified supply chains and omnichannel retail strategies. Many of these digital transformations result in new, complex indirect tax challenges. For example, data transmissions from internet-connected devices are subject to telecom taxes, which are often new and unfamiliar obligations to traditional manufacturers and retailers. Our Competitive Strengths We have pioneered tax technology for over 40 years. We deliver comprehensive tax solutions that enable global businesses to transact, comply and grow with confidence. Companies with complex tax operations rely on us to automate their end-to-end indirect tax processes. Our key competitive strengths include: We provide a differentiated portfolio of end-to-end solutions for indirect tax globally. Our solutions automate the end-to-end indirect tax processes for enterprises with complex tax operations and audit risk. Our software includes tax determination, compliance and reporting, tax data management, and document management tools, as well as pre-built integrations to major business applications. Customers can purchase these solutions individually or as part of a broader suite and can choose the delivery model that best aligns to their enterprise technology environments. Our software is underpinned by a comprehensive proprietary tax content database. Our proprietary tax content database is significant and includes educational content, best practices guidance and over 300 million data-driven effective tax rules supporting indirect tax compliance in more than 19,000 jurisdictions worldwide, which are then embedded into our software. Our tax content provides meaningful insights and guidance to enterprises looking to address their tax exposure and we provide solutions by embedding these tax rules into our software. We employ over 70 tax professionals on our tax content team, which is comprised of subject matter experts with significant experience and includes Certified Public Accountants ("CPAs"), attorneys and chartered accountants, among others. Our content team combines legislative research, analysis, technical logic and automation to embed updated rules into our software. We believe that the knowledge, depth and breadth of our content database is a differentiated asset that gives us a competitive advantage. Our strong brand makes us a recognized and trusted provider in tax software. We pioneered the first indirect tax software over 40 years ago and since then have built innovative tax software, a marquee customer base and a trusted brand. We continue to adapt to meet our customers' needs from mainframe-based software to cloud and mobile technologies. Our culture of innovation, the name-brand Copies to: Marc D. Jaffe Joel H. Trotter Latham & Watkins LLP 555 Eleventh Street, NW Washington, DC 20004 (202) 637-2200 Bryan T. R. Rowland Vertex, Inc. 2301 Renaissance Blvd King of Prussia, PA 19406 (800) 355-3500 Gregory A. Fernicola Ryan J. Dzierniejko Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001 (212) 735-3000 Table of Contents recognition of our customer base and the mission-critical nature of our software for tax departments, provide leverage to our sales and marketing teams and enable us to successfully attract new customers. Powerful, robust technology with enterprise-grade scale and speed. Our solutions are built upon a technology foundation purpose-built to meet the needs of highly discerning enterprises with complex indirect tax obligations. For example, our software is used by some of the largest companies in the world to automate indirect tax calculation in hundreds of locations, among thousands of suppliers and millions of customers, across tens of thousands of jurisdictions, and through multiple systems of record. By utilizing a common engine and data design, we offer consistency regardless of the technical infrastructure of our customers and partners. Our technology architecture and engineering expertise allow us to continue providing solutions with the enterprise scale and speed our customers expect, realizing rapid-time-to-value from our software and monthly content updates. Flexible delivery and configuration to meet the needs of our customers. Our customers need software that allows them to automate tax but also allows for tax configurability that accommodates their specific company needs. Our configurability allows users to create their own taxability rules that can act as an override providing more flexibility and ensuring that all individual, company-specific tax scenarios can be met. We also offer a flexible delivery model that includes on-premise, cloud or a hybrid of both delivery models, giving our customers the ability to choose how to manage their tax determination and system deployments. Deep and high-quality partnerships and integrations. Our partner ecosystem is a distinct strength to support both software development and our sales and marketing activities. We integrate with key technology partners that span ERP, CRM, procurement, billing, POS and eCommerce platforms. Our teams are embedded at a deep technical level and we conduct joint roadmap development with our partners. In addition, we collaborate with over 50 tax, accounting and consulting firms, which not only complement our global tax and technology expertise, but also help us identify new growth opportunities. Our Growth Strategies We believe today's global commerce environment provides durable growth opportunities for our business. Our growth strategies include: Expand existing customer revenues. The breadth of our solutions allows us to continually meet our customer needs, even as their needs expand in scope. As businesses continue to evolve through acquisitions and expand products and services, enter new geographies or expand their distribution channels, we believe they will need our software, services and content. We plan to continue to invest in new offerings and enhance our solutions to support the ongoing retention and expansion of revenue from our existing customers. Acquire new customers. As enterprise and mid-market companies continue to expand and their tax complexity grows, we expect demand for our solutions to increase among new customers and partners. We also expect these companies to adopt our solutions much earlier in their corporate lifecycle. This adoption is driven by advances in cloud computing and digital commerce, which enable more companies to accelerate new product delivery and scale their business through online marketplaces and emerging commerce platforms. Broaden and deepen our partner ecosystem. Our partners enhance our go-to-market capacity and extend our brand leadership and reach. We leverage our partnerships to maximize the benefits of our solutions for our customers and to identify new growth opportunities. We believe expanding our strategic alliances with emerging participants who are fueling global commerce, such as payment and digital commerce platforms, will create new value for our customers and new sources of revenue. Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement is declared effective. Table of Contents Extend global footprint. We have a significant opportunity to further expand internationally, in terms of our regional operations, content depth and go-to-market coverage. By extending our global footprint, we believe we will also expand account penetration of existing customers with operations around the globe. Sustained investment in new product innovation. Our approach to innovation is driven by our relationships with our customers and partners, with whom we create new solutions, align product roadmaps and embed our software within their platforms. We have also established an innovation lab where we design, test and incubate next-generation tax solutions and adjacent market opportunities like blockchain, payment platforms and machine learning technologies. Over time, we expect this will bring additional value to existing customers and help us acquire new customers. Recent Developments Set forth below are certain estimated preliminary financial results and other key operating metrics for the three months ended June 30, 2020. These estimates represent the most current information available and are subject to change. We have provided ranges, rather than specific amounts, for the preliminary results described below because our financial closing procedures for the quarter ended June 30, 2020 are not yet complete. Our actual results may differ materially from these estimates due to the completion of our financial closing procedures, final adjustments and other developments that may arise between now and the time the financial results for our three months ended June 30, 2020 are finalized. These estimates should not be viewed as a substitute for our full interim or annual financial statements prepared in accordance with GAAP. Accordingly, you should not place undue reliance on this preliminary data. These estimated preliminary results should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/VIR_vir_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/VIR_vir_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/VIR_vir_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/VISL_vislink_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/VISL_vislink_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..70beba3e88406466647d77d81ebac115d943b48a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/VISL_vislink_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights certain information about us, this offering and selected information contained elsewhere in or incorporated by reference into this prospectus. This summary does not contain all the information you should consider before investing in our
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/VNT_vontier_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/VNT_vontier_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/VNT_vontier_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/VRME_verifyme_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/VRME_verifyme_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2ba07c509f38af6d20fe0832edc240e429c97fb6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/VRME_verifyme_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights certain information appearing elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere in this prospectus. Before you make an investment decision, you should read this entire prospectus carefully, including the risks of investing in our securities discussed under the section of this prospectus entitled "Risk Factors" and similar headings. You should also carefully read our financial statements, and the exhibits to the registration statement of which this prospectus is a part. Business Overview VerifyMe, Inc. ("VerifyMe," the "Company," "we" or "us") is a technology solutions provider specializing in brand protection functions such as counterfeit prevention, authentication, serialization, track and trace features for labels, packaging and products. Until 2018, we were primarily engaged in the research and development of our technologies. We began to commercialize our covert luminescent pigment, RainbowSecure , in 2018, and we also developed the patented VeriPAS software system in 2018 which covertly and overtly serializes products to remotely track a product s "life cycle" for brand owners. We believe VeriPAS is the only invisible covert serialization and authentication solution deployed through variable digital printing on HP Indigo (a division of HP Inc.) printing systems with a smartphone tracking and authentication system. VeriPAS is capable of fluorescing, decoding, and verifying invisible RainbowSecure codes in the field – designed to allow investigators to quickly and efficiently authenticate product throughout the distribution chain, including warehouses, ports of entry, retail locations, and product purchased over the Internet for inspection and investigative actions. This technology is coupled with a secure cloud based track and trace software engine which allows brands and investigators to see where products originate and where they are deployed with geo location mapping and intelligent programable alerts. Brand owners access the VeriPAS software over the Internet. Brand owners can then set rules of engagement, establish marketing programs for customer engagement and control, and monitor and protect their products "life cycle." We have not yet derived any revenue from our VeriPAS software system and have derived limited revenue from the sale of our RainbowSecure technology. Recent Developments In December 2019, a novel strain of coronavirus, COVID-19, was reported in Wuhan, China. The World Health Organization determined that the outbreak constituted a "Public Health Emergency of International Concern" and declared a pandemic. The COVID-19 pandemic is disrupting businesses and affecting production and sales across a range of industries, as well as causing volatility in the financial markets. The extent of the impact of the COVID-19 pandemic on our customer demand, sales and financial performance will depend on certain developments, including, among other things, the duration and spread of the outbreak and the impact on our customers and employees, all of which are uncertain and cannot be predicted. The COVID-19 pandemic has negatively impacted and could further negatively impact our sales and results of operations. See "Risk Factors" for information regarding certain risks associated with the pandemic. The COVID-19 pandemic has caused a major spike in demand for safety products such as masks and gloves, COVID-19 test kits, medications and vaccines to treat the virus, which we believe has further caused an increase in counterfeit products. Our suite of technology solutions for global manufacturers, distributors and sellers are designed to allow consumers to prove authenticity and we have proactively reached out to global manufacturers who are seeking to provide their customers authenticity in their products. We believe we have a dynamic management and sales team in place with the ability to seamlessly work remotely to minimize any operational disruption. In connection with the COVID-19 pandemic, sales conferences and other in-person sales events have been curtailed. While this has resulted in a reduction of our sales-related transportation costs, it has limited our sales efforts. We continue to work with our sales representatives to look for alternative ways to communicate effectively and promote sales both with our customers and potential customers. Further, we anticipate that as a result of the COVID-19 pandemic, our customers may require that their programs be cancelled, delayed or reduced. We will continue to work in partnership with our customers to continually assess any potential impacts and opportunities to mitigate risk. Intellectual Property Our current patent and trademark portfolios consist of ten granted U.S. patents and one granted European patent validated in four countries, four pending U.S. and foreign patent applications, five registered U.S. trademarks, three registered foreign registrations, including one each in Colombia, Europe and Mexico, and six pending U.S. and foreign trademark applications. In January 2020, we received a Notice of Allowance for our U.S. Patent Application for our dual code authentication process relating to our invisible QR code and smartphone reading system. Our registered patents expire between the years of 2021 and 2037. Table of Contents Listing on the Nasdaq Capital Market Our common stock is currently quoted on the OTCQB Market. In connection with this offering, we have applied to list our common stock and warrants offered in the offering on the Nasdaq Capital Market ("Nasdaq") under the symbols "VRME" and "VRMEW," respectively. If our listing application is approved, we expect to list our common stock and the warrants offered in the offering on Nasdaq upon consummation of the offering, at which point our common stock will cease to be traded on the OTCQB Market. No assurance can be given that our listing application will be approved. This offering will occur only if Nasdaq approves the listing of our common stock and warrants. Nasdaq listing requirements include, among other things, a stock price threshold. As a result, prior to effectiveness, we will need to take the necessary steps to meet Nasdaq listing requirements, including but not limited to a reverse split of our outstanding common stock. If Nasdaq does not approve the listing of our common stock, we will not proceed with this offering. There can be no assurance that our common stock will be listed on the Nasdaq. Reverse Stock Split On November 19, 2019, our stockholders approved a reverse stock split within the range of 25-to-1 to 120-to-1 of our issued and outstanding shares of common stock and authorized the Board, in its discretion, for one year, to determine the final ratio, effective date, and date of filing of the certificate of amendment to our articles of incorporation, as amended, in connection with the reverse stock split. The reverse stock split will not impact the number of authorized shares of common stock which will remain at 675,000,000 shares. Unless otherwise noted, the share and per share information in this prospectus reflects, other than in our financial statements and the notes thereto, a proposed reverse stock split of the outstanding common stock and treasury stock of the Company at an assumed 50-to-1 ratio to occur immediately following the effective date but prior to the closing of the offering. Private Placement of Senior Secured Convertible Debentures On March 6, 2020, we completed the offering of $1,992,000 of the senior secured convertible debentures (the "2020 Debentures") that provided for the automatic conversion into shares of our common stock at the closing of this offering at the lower of $4.00 per share or a 30% discount to the offering price of the Units. Purchasers of the 2020 Debentures also received warrants (the "2020 Warrants") in the private placement. On June 15, 2020, we entered into agreements with the holders of the 2020 Debentures to provide that the 2020 Debentures will automatically convert upon the closing of this offering into shares of our common stock and warrants underlying the Units at the lower of $4.00 per Unit or a 30% discount to the public offering price of the Units. As of June 15, 2020, two holders representing $200,000 in the aggregate of the outstanding 2020 Debentures automatically convertible into an aggregate of 51,948 shares of common stock at an exercise price of $3.85 per share (based on an assumed public offering price of $5.50 per Unit) and who hold 2020 Warrants to purchase an aggregate of 50,000 shares of common stock, or 68,182 shares of common stock after the offering at the assumed public offering price of $5.50 per Unit, have not yet signed the agreement. The agreements further provide that, immediately upon the closing of this offering, the 2020 Warrants will be cancelled and in lieu thereof each holder will receive 0.4 of a share of common stock for each share formerly underlying such cancelled 2020 Warrant. As a result, the investors in this offering will experience immediate dilution when the 2020 Debentures are automatically converted into shares of our common stock and warrants and the 2020 Warrants are cancelled and shares in lieu thereof are issued at the closing of this offering. We estimate that approximately 517,403 shares and warrants to purchase 517,403 shares will be issuable upon conversion of the 2020 Debentures, assuming a $3.85 conversion price and not taking into account interest earned, and 199,200 shares will be issued to holders upon cancellation of the 2020 Warrants. We have agreed to register the shares and warrants underlying the 2020 Debentures, as well as the shares underlying the warrants issued upon automatic conversion of the 2020 Debentures, and the shares issued upon cancellation of the 2020 Warrants for resale under the Securities Act. The holders of the 2020 Debentures and 2020 Warrants have agreed to certain lock-up provisions with respect to the securities received upon conversion of the 2020 Debentures and 2020 Warrants as described below under "Underwriting—Lock-up Agreements." Principal Risks We are subject to various risks discussed in detail under "Risk Factors," which include risks related to the following: our ability to continue as a going concern; our history of losses and our ability to raise capital; the ongoing COVID-19 pandemic; the confusion of our brand name with other similar brand names; our ability to compete; the ability of our products and services to function as expected; the ability of our products to gain market acceptance; our reliance on one printing press that has limited market share; our ability to retain key management personnel; our lack of business development resources; our ability to hire and retain an experienced sales team; the success of our partners who integrate our solutions into their product offerings; our ability to manage growth effectively; the fact that a small number of customers account for our revenue; our ability to commercialize our products; Table of Contents our ability to successfully protect our intellectual property rights, and claims of infringement by others; our ability to maintain an effective system of disclosure controls; cybersecurity threats and incidents; our compliance with data privacy requirements; our dependence on third-party vendors for key services; the dilution of our shares as a result of the issuance of additional shares in connection with financing arrangements; the volatility of our stock price; the decline in the price of our stock due to offers or sales of substantial number of shares; the limited trading volume and price fluctuations of our stock; our ability to issue preferred stock without shareholder approval and other anti-takeover provisions; the immediate and substantial dilution of the net tangible book value of our common stock; the speculative nature of warrants; provisions of the warrants may discourage a third-party from acquiring us; our ability to meet the initial or continuing listing requirements of the Nasdaq Capital Market; and we intend to effect a reverse stock split of our outstanding common stock immediately following the effective date but prior to the closing of the offering; however, the reverse stock split may not increase our stock price sufficiently and we may not be able to list our common stock on the Nasdaq Capital Market in which case this offering may not be completed. Corporate Information We were incorporated in Nevada on November 10, 1999 under the name LaserLock Technologies, Inc. We changed our name to VerifyMe, Inc., effective July 23, 2015. Our principal offices are located at 75 South Clinton Avenue, Suite 510, Rochester, New York 14604 and our telephone number is (585) 736-9400. Our website address is www.verifyme.com. We have not incorporated by reference into this prospectus the information included on or linked from our website and you should not consider it to be part of this prospectus. Table of Contents Summary of the Offering Issuer: VerifyMe, Inc. Securities offered by us: 1,818,182 Units, each Unit consisting of one share of our common stock and one warrant to purchase one share of our common stock. Each warrant will have an exercise price of $5.50 per share (100% of the assumed public offering price of one unit), is exercisable immediately and will expire five (5) years from the date of issuance. The Units will not be certificated or issued in stand-alone form. The shares of our common stock and the warrants comprising the Units are immediately separable upon issuance and will be issued separately in this offering. Number of shares of common stock offered by us: 1,818,182 shares Number of warrants offered by us: warrants to purchase 1,818,182 shares of common stock Assumed public offering price: $5.50 per Unit, which is the mid-point of the estimated offering price range described on the cover of this prospectus (1) Shares of common stock outstanding prior to the offering (2): 2,271,504 shares Shares of common stock outstanding after the offering (3): 4,806,289 shares (assuming none of the warrants issued in this offering are exercised) Over-allotment option: We have granted a 45-day option to the representative of the underwriters to purchase up to 272,727 additional shares of common stock at a price of $5.499 per share (based on an assumed offering price of $5.50 per Unit) and/or 272,727 additional warrants at a price of $0.001 per warrant less, in each case, the underwriting discounts payable by us, in any combination solely to cover over-allotments, if any. If the representative of the underwriters exercises the option in full, the total underwriting discounts and commissions payable by us will be $920,000 and the total proceeds to us, before expenses, will be $10,580,000. Use of proceeds: We estimate that we will receive net proceeds of approximately $8,743,952 from our sale of Units in this offering, after deducting underwriting discounts and estimated offering expenses payable by us. We intend to use the net proceeds of this offering to provide funding for the following purposes: sales force expansion, marketing and business development; potential acquisitions; research and development; and working capital purposes. See "Use of Proceeds." Description of the warrants: The exercise price of the warrants is $5.50 per share (100% of the assumed public offering price of one unit). Each warrant is exercisable for one share of common stock, subject to adjustment in the event of stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our common stock as described herein. A holder may not exercise any portion of a warrant to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would own more than 4.99% of the outstanding common stock after exercise, as such percentage ownership is determined in accordance with the terms of the warrants, except that upon notice from the holder to us, the holder may waive such limitation up to a percentage, not in excess of 9.99%. Each warrant will be exercisable immediately upon issuance and will expire five years after the initial issuance date. The terms of the warrants will be governed by a Warrant Agreement, dated as of the effective date of this offering, between us and West Coast Stock Transfer, Inc., as the warrant agent (the "Warrant Agent"). This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the warrants. For more information regarding the warrants, you should carefully read the section titled "Description of Securities—Warrants" in this prospectus. Table of Contents Representative s Warrants: The registration statement of which this prospectus is a part also registers for sale warrants (the "Representative s Warrants") to purchase 145,455 shares of our common stock (based on an offering price of $5.50 per Unit, which is the mid-point of the estimated offering price range described on the cover of this prospectus) to Maxim Group LLC (the "Representative"), as the representative of the several underwriters, as a portion of the underwriting compensation payable to the Representative in connection with this offering. The Representative s Warrants will be exercisable at any time, and from time to time, in whole or in part, during the three year period commencing 180 days following the effective date of the registration statement of which this prospectus is a part at an exercise price of $6.05 (110% of the assumed public offering price of the Units). Please see "Underwriting—Representative s Warrants" for a description of these warrants. Potential sales to insiders: It is possible that one or more of our directors or their affiliates or related parties could purchase common stock and warrants in this offering; however, these person or entities may determine not to purchase any shares or warrants in this offering, or the underwriters may elect not to sell any common stock or warrants in this offering to such persons or entities. The underwriters will receive a 5% underwriting discount and commissions on any shares and warrants purchased by these parties (and an 8% underwriting discount and commissions on any securities sold to all other parties). Trading symbol: Our common stock is presently quoted on the OTCQB under the symbol "VRME." We have applied to have our common stock and the warrants offered in the offering listed on the Nasdaq Capital Market under the symbols "VRME" and "VRMEW," respectively. Reverse stock split: On November 19, 2019, our stockholders approved a reverse stock split within the range of 1-for-25 to 1-for-120 of our issued and outstanding shares of common stock and authorized the Board, in its discretion, to determine the final ratio, effective date, and date of filing of the certificate of amendment to our articles of incorporation, as amended, in connection with the reverse stock split. We intend to effectuate the reverse split of our common stock in a ratio to be determined by the Board immediately following the effective date but prior to the closing of the offering. Unless otherwise stated and other than in our financial statements and the notes thereto, all share and per share information in this prospectus reflects a proposed reverse stock split of the outstanding common stock and treasury stock of the Company at an assumed 50-to-1 ratio to occur immediately following the effective date but prior to the closing of the offering.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/VRT_vertiv_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/VRT_vertiv_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/VRT_vertiv_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/VSTA_vasta_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/VSTA_vasta_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..83f9755cdba9419ee0181af102305b13141f7ea3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/VSTA_vasta_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus carefully, including the Risk Factors, Business and Management s Discussion and Analysis of Financial Condition and Results of Operations sections and our combined carve-out financial statements and notes to those statements, included elsewhere in this prospectus, before deciding to invest in our Class A common shares. Overview We are a leading, high-growth education company in Brazil powered by technology, providing end-to-end educational and digital solutions that cater to all needs of private schools operating in the K-12 educational segment, ultimately benefiting all of our stakeholders, including students, parents, educators, administrators and private school owners. We have built a Platform as a Service, or PaaS, with two main modules. Our Content & EdTech Platform combines a multi-brand and tech-enabled array of high-quality core and complementary education solutions with digital and printed content through long-term contracts with partner schools. We characterize revenue associated with these arrangements as subscription revenue given the renewable and predictable nature of the revenue associated with these contracts. Our emerging Digital Platform will unify our partner schools entire administrative ecosystem, enabling them to aggregate multiple learning strategies, helping them to focus on education, and promoting client and revenue growth to allow them to become more profitable institutions. We believe our experience, high-quality education system and life-long learning solutions have helped us establish market-leading brands that are well-known both locally and nationally. This expertise has enabled continuous growth within the private K-12 market through long-term relationships and we believe it will be translated into a LTV/CAC ratio (as defined below) for the solutions that we characterize as subscription arrangements equal to 6.4x based on 2020 sales cycle (from October 1, 2019 to September 30, 2020). This is an important metric as it compares the estimated value of the customer relationship over its lifetime, Lifetime Value or LTV (measured as a function of the gross margin we expect to derive from the additional Annual Contract Value Bookings, or ACV Bookings, related to the contracts with our customers, divided by Weighted Average Cost of Capital, or WACC, plus the customer churn rate, which is the expected turnover rate), divided by the cost of acquiring the customer, Customer Acquisition Cost, or CAC (which consists of sales and marketing costs for the revenue for the solutions we characterize as subscription arrangements). We consider only subscription arrangements in our calculation of our LTV/CAC ratio because such arrangements have recurring, generally predictable revenue, while the revenue that is not based on subscription arrangements may be non-recurring and less predictable in nature. We believe the LTV/CAC ratio is an important metric for measuring how our sales efforts and costs related to acquiring subscription-based customers will provide value to us over time. As of March 31, 2020, our network of business-to-business, or B2B, customers consisted of 4,167 partner schools. As of December 31, 2019, our network of B2B customers consisted of 3,400 partner schools, compared to 2,945 schools as of December 31, 2018, and 2,581 schools as of December 31, 2017, representing annual growth rates of 15.4% and 14.1%, respectively. As of March 31, 2020, we had 1,311 thousand enrolled students, defined as students contracted through our partner schools, using our platform in Brazil. As of December 31, 2019, we had 1,186 thousand enrolled students compared to 1,011 thousand enrolled students as of December 31, in 2018 and 891 thousand as of December 31, 2017, representing annual growth rates of 17.3% and 13.5%, respectively. Our revenue derived from the solutions we characterize as subscription arrangements is driven by the number of enrolled students in each partner school that adopts our solutions. The net revenue from sales and Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 29, 2020 PRELIMINARY PROSPECTUS 18,575,492 Class A Common Shares Vasta Platform Limited (incorporated in the Cayman Islands) This is an initial public offering of the Class A common shares, US$0.00005 par value per share of Vasta Platform Limited, or Vasta. Vasta is offering 18,575,492 of the Class A common shares to be sold in this offering. Prior to this offering, there has been no public market for our Class A common shares. It is currently estimated that the initial public offering price per Class A common share will be between US$15.50 and US$17.50. We have applied to list our Class A common shares on the Nasdaq Global Market, or Nasdaq, under the symbol VSTA. Following this offering, our existing shareholder, Cogna Educa o S.A., or Cogna, will beneficially own 77.6% of our outstanding share capital, assuming no exercise of the underwriters option to purchase additional shares referred to below. The shares held by Cogna are Class B common shares, which carry rights that are identical to the Class A common shares being sold in this offering, except that (1) holders of Class B common shares are entitled to 10 votes per share, whereas holders of our Class A common shares are entitled to one vote per share, (2) Class B common shares have certain conversion rights and (3) holders of Class B common shares are entitled to preemptive rights in the event that additional Class A common shares are issued in order to maintain their proportional ownership interest. For further information, see Description of Share Capital. As a result, Cogna will control approximately 97.2% of the voting power of our outstanding share capital and 77.6% of our total equity ownership following this offering, assuming no exercise of the underwriters option to purchase additional shares. We are an emerging growth company under the U.S. federal securities laws as that term is used in the Jumpstart Our Business Startups Act of 2012 and will be subject to reduced public company reporting requirements for as long as we remain an emerging growth company. In addition, following the offering, we will be a controlled company within the meaning of the Nasdaq corporate governance standards and as such plan to rely on available exemptions from certain Nasdaq corporate governance requirements. Investing in our Class A common shares involves risks. See Risk Factors beginning on page 33 of this prospectus. Per Class A common share Total Initial public offering price US$ US$ Underwriting discounts and commissions US$ US$ Proceeds, before expenses, to us(1)(2) US$ US$ (1) See Underwriting for a description of all compensation payable to the underwriters. (2) Assumes no exercise of the underwriters option to purchase additional Class A common shares. We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to 2,786,324 additional Class A common shares at the initial public offering price, less underwriting discounts and commissions. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the Class A common shares against payment in New York, New York on or about , 2020. Global Coordinators Goldman Sachs & Co. LLC BofA Securities Morgan Stanley Ita BBA Joint Bookrunners UBS Investment Bank Bradesco BBI The date of this prospectus is , 2020. Table of Contents This prospectus has been prepared on the basis that any offer of our Class A common shares in any Member State of the EEA (each, a Relevant Member State ), will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of shares. Accordingly, any person making or intending to make any offer within the EEA of our Class A common shares which are the subject of this offering may only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation in relation to such offer. Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer of our Class A common shares in circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer. For the purposes of this provision, the expression Prospectus Regulation means Regulation (EU) 2017/1129 and includes any relevant implementing measure in each Relevant Member State. Notice to UK Investors. In the United Kingdom, this prospectus is only addressed to and directed at qualified investors who are (1) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order ); or (2) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons ). Any investment or investment activity to which this prospectus relates is available only to relevant persons and will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on this prospectus or any of its contents. We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate name, logos and website names. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the and symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names. Unless otherwise indicated or the context otherwise requires, as used in this prospectus, (i) the terms we, our, us, Vasta or the Company, when used in the context of (a) the period up to October 11, 2018, the date of the acquisition by Saber Servi os Educacionais S.A., or Saber, a subsidiary of Cogna (formerly known as Kroton Educacional S.A., and together with its subsidiaries, the Cogna Group) of Somos Educa o S.A., or Somos, and together with its subsidiaries, the Somos Group, which we refer to herein as the Acquisition, refer to the Combined Carve-out K-12 curriculum businesses held by each of Somos (which we refer to as Somos Anglo ) and the Cave-out K-12 curriculum business already held by Cogna, known as Pit goras (and together with Somos Anglo, which we refer to as the Predecessors ); and (b) the period after the Acquisition, refer to the Predecessors Combined Carve-out K-12 curriculum business under the Vasta brand (which we refer to in this prospectus alternatively as Vasta or the Successor ); and (ii) the term issuer refers to Vasta exclusive of its subsidiaries. Due to the change in the basis of accounting resulting from the acquisition by Cogna of the K-12 curriculum businesses held by the Somos Group, and because the K-12 business held by Cogna (Predecessor Pit goras) came into common control with such K-12 curriculum business previously held by the Somos Group only upon completion of the Acquisition, we are required to present separately (1) the financial information for the period beginning on October 11, 2018, and through and including December 31, 2019, which we refer to as the Post-Acquisition Period, and (2) the financial information for the periods prior to, and including, October 10, 2018, which we refer to as the Pre-Acquisition Period. Certain financial information of the Post-Acquisition Period is not comparable to that of the Pre-Acquisition Period. For a discussion of our Post-Acquisition and Pre-Acquisition Periods, see Presentation of Financial and Other Information Financial Statements. The term Brazil refers to the Federative Republic of Brazil and the phrase Brazilian government refers to the federal government of Brazil. Central Bank refers to the Brazilian Central Bank (Banco Central do Brasil). References in the prospectus to real, reais or R$ refer to the Brazilian real, the official currency of Brazil and references to U.S. dollar, U.S. dollars or US$ refer to U.S. dollars, the official currency of the United States. Table of Contents services for the solutions we characterize as subscription arrangements represented 67.7% of the total net revenue from sales and services of the Successor in the three months ended March 31, 2020, 67.2% of the total net revenue from sales and services of the Successor in the year ended December 31, 2019, 65.4% of the sum of the total net revenue from sales and services of the Successor and Predecessors in 2018 and 58.7% of the sum of the total net revenue from sales and services of the Predecessors in 2017. Revenue from solutions other than the ones we characterize as subscription arrangements includes stand-alone textbook sales, university admission preparatory exam courses and sales from our Livro F cil business, an e-commerce for the sale of educational content (textbooks, school materials, stationery, among others) directly to schools, parents and students. Net revenue from sales and services deriving from these solutions represented 32.4% of the total net revenue from sales and services of the Successor for the three months ended March 31, 2020, 32.8% of the total net revenue from sales and services of the Successor in the year ended December 31, 2019, 34.5% of the sum of the total net revenue from sales and services of the Successor and Predecessors in 2018 and 41.3% of the sum of the total net revenue from sales and services of the Predecessors in 2017. Our Mission Our mission is to help private K-12 schools to be better and more profitable, supporting their digital transformation. We believe we are uniquely positioned to help schools in Brazil undergo the process of digital transformation and bring their education skill-set to the 21st century. We promote the unified use of technology in K-12 education with enhanced data and actionable insight for educators, increased collaboration among support staff and improvements in production, efficiency and quality. We provide the following solutions for the empowerment of our stakeholders: For students Our pedagogical approach and educational solutions are designed to equip students with abilities that go beyond learning core and complementary knowledge. We encourage them to think critically and creatively, solve complex problems, make evidence-based decisions, and work collaboratively at their own individualized pace. For parents Through our solutions, parents can access real-time student performance data and have a direct communication channel with educators and optimize parents time by addressing all of their children s developmental needs, including core education and complementary activities through a single location the school. For educators We help educators discover the pedagogical approach best suited to an individual student through immediate access to student data, which generates insight and analytics on student progress in order to target growth areas and develop teaching plans aimed at delivering personalized learning. For private school owners and administrators We are working on expanding our digital administrative platform to allow private school owners and administrators to maximize time, access a broader set of information more intelligently, develop new action plans, promote leadership and motivate their teams. As a result, this will allow private school owners to better manage their schools, focusing on improving educational content, solutions and services, while enhancing the school s reputation and growing revenue. Table of Contents Table of Contents For society As part of our social responsibility initiatives, we seek to make education available to all segments of society. We share many of the best practices in education that we acquire through our experience in the private K-12 with public schools and teachers in Brazil for free. We believe that our reputation, excellent track record in education, brand awareness, personalization, flexibility, customer service, academic outcomes and innovation are attributes valued by all of our stakeholders. We believe we are the only player in the market to integrate a wide array of content formats from different brands in a unified, technology-powered platform that allows for the continuous tracking of their academic performance during the whole education cycle. In addition, we aim at adopting a neuroscience-first approach in evolving our understanding of what directly impacts teaching and learning, which includes acquiring new knowledge and nurturing attention, concentration, memory and motivation. Our Results Financial and Operating Information We believe our business model includes highly predictable, contracted revenue and a unique product offering. The following is a brief summary of our principal results of operations and financial condition for the first quarter of 2020 and the most recently completed fiscal year. Our total net revenue from sales and services amounted to R$392.4 million and R$353.1 million for the three months ended March 31, 2020 and 2019, respectively, and R$989.7 million for the year ended December 31, 2019; Net revenue derived from the solutions we characterize as subscription arrangements represented 67.7% and 65.0% of our total net revenue from sales and services for the three months ended March 31, 2020 and 2019, respectively, and 67.2% for the year ended December 31, 2019; Our net profit amounted to R$27.6 million and R$14.9 million for the three months ended March 31, 2020 and 2019, respectively, and our net loss amounted to R$60.7 million for the year ended December 31, 2019; Our Adjusted EBITDA amounted to R$121.5 million and R$105.7 million for the three months ended March 31, 2020 and 2019, respectively, and R$254.0 million for the year ended December 31, 2019 (see Presentation of Financial and Other Information Special Note Regarding Non-GAAP Financial Measures Adjusted EBITDA, Free Cash Flow and Adjusted Cash Conversion Ratio); As of March 31, 2020, we had total outstanding bonds and financing of R$1,647.0 million, mostly comprised of private debentures issued by Somos Sistemas to Saber and Cogna (as creditors) at annual interest rate of the Interbank Deposit Certificate (Certificado de Dep sito Interbanc rio), or CDI, plus 1.15%, with semi-annual coupon payments and a bullet repayment at maturity in August 2023. Please see Management s Discussion and Analysis of Financial Condition and Results of Operations for a more detailed discussion of our results of operations and financial condition. Our level of indebtedness may require that we use a substantial portion of our cash flows to service our debt, which will reduce funds available for working capital, capital expenditures and other corporate purposes, and which may limit our ability to operate our business. In addition, the terms of the debentures and our other indebtedness contain covenants that may restrict our ability to operate our business. The terms of the debentures that we owe to Table of Contents our parent require that (1) we will allocate at least 50% of the use of proceeds from any liquidity event (including the proceeds from this offering) to repay such debentures; (2) we will not obtain any new loans unless the proceeds of any such loan are directed to repay our debentures with Cogna; and (3) we will not pledge shares and/or dividends. We expect to use two-thirds of the net proceeds from this offering to repay these debentures. See Use of Proceeds. See also Management s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Indebtedness for a summary of the covenants of our indebtedness. Our Addressable Market and Opportunity for Growth According to a report by Oliver Wyman that was commissioned by us, the total addressable market, or TAM, for our Content & EdTech Platform and Digital Platform for private schools in Brazil was R$25.3 billion as of 2018 and segregated between: (1) R$6.0 billion for core content; (2) R$6.4 billion for complementary education solutions; and (3) R$12.9 billion for digital platform. Oliver Wyman expects that our TAM will more than double by 2030, reaching R$54.0 billion, segregated between: (1) R$13.4 billion for core content; (2) R$14.0 billion for complementary education solutions; and (3) R$26.6 billion for digital platform. As of 2018, we estimate we captured approximately 12.1% of the TAM for core content and 0.4% of the TAM for complementary education solutions (which is included in our Content & EdTech Platform segment) and 0.5% of the TAM for our Digital Platform segment, which we believe represents significant growth opportunity. With 48.5 million students enrolled in private and public schools in 2018 according to Censo Escolar 2018, Brazil s K-12 education segment is significantly larger in relative terms compared to other world markets; Brazil s K-12 students account for 23% of the total population, while in the United States this representation falls behind at 17% (considering an estimate of 56.6 million students attending school in fall 2019), according to the National Center for Education Statistics, or NCES. The Brazilian private K-12 market is also large and, despite being larger than the U.S. market in relative size, there is a strong potential to increase the penetration of private K-12 education in Brazil when compared to China, Indonesia and India, for instance, as presented in the graph below. Private K-12 education is very valued by Brazilian families given the quality gap between private and public K-12 schools, as discussed in more detail in the Industry section. (1) Including Hong Kong and Macao. Source: BMI, INEP and UNESCO We believe our opportunities to capture market growth will continue to expand as we incorporate new solutions into our existing platform, including, for example, by expanding our offering of STEAM-based content Table of Contents (science, technology, engineering, arts and math) and by increasing our offerings within our Digital Platform, to include academic and financial ERP and student acquisition solutions, including online enrollment platform, digital marketing and scholarship marketplace. Private K-12 Industry Market Trends We believe that our addressable market is characterized by the following trends: Digital transformation is reshaping private K-12 industry Technology has enabled improvements in core content, complementary education and digital platform solutions. The internet and digital technology are changing the way people learn, expanding beyond the classroom, increasing learning through gamification, immersion and virtual reality tools, and making the learning process adaptive and personalized. Moreover, technology has supported the development of management systems for schools to manage their costs and expenses and increase their efficiency and profitability. Limited internal management and administrative solutions for schools According to Censo Escolar 2018, there were approximately 40,000 private schools in Brazil as of December 2018, which are mainly small-scale units dedicating significant working hours to administrative activities, such as intake, retention, financial management and communication with parents, for which they are currently interacting with multiple and unintegrated providers. We believe there is strong demand for an integrated platform like ours that consolidates multiple school management services that allow for more actionable data reports, optimization of administrators time and increased efficiency in schools. Need for modernized content distribution models We believe the modern student is easily distracted, yet intellectually curious and demanding for high-quality, efficiently-delivered content. At the same time, schools and families are ready for the benefits available from the combined use of science and technology in education. This data-driven approach can aid in delivering superior and more responsive learning outcomes through products based on personalization and adaptive learning. We believe we can lead the imminent transition of the underlying learning methods in Brazilian education, by offering assertive content in multiple formats alongside more effective high-impact learning techniques, with support from our constantly evolving neuro-pedagogical and science in learning approaches. Furthermore, integrated technological solutions customarily allow parents and educators to engage and track more closely student development. New student skill set and importance of socio-emotional solutions The increased labor market competitiveness and social demands in the 21st century require new skill sets, driving demand for a broader learning experience. Schools at the forefront of this movement teach socio-emotional learning and collaboration skills, foster individual participation, autonomy and critical thinking, and include new areas of broad student development such as STEAM-based curriculum and language instruction. We are uniquely positioned to capture this market with our English instruction and socio-emotional skills solutions, and plan to add even more solutions to our integrated platform. Table of Contents Our Products and Services Our Ecosystem We believe each school is unique. Understanding each school s specific needs is crucial to providing differentiated solutions and services, thereby building and deepening long-standing relationships with our partner schools. We believe we are building the most complete and integrated platform of K-12 products and services to deliver end-to-end solutions that cater to each school s entire ecosystem. The chart below details the variety of products and services we currently provide through our Content & EdTech Platform and our Digital Platform along with other areas in which we plan to operate, establishing ourselves as a one-stop partner for private schools: In the three months ended March 31, 2020 and for the comparative period of 2019, total net revenue from sales and services from our Content & EdTech Platform and our Digital Platform accounted for 81.0% and 19.0%, respectively, of the net revenue from sales and services of the Successor. In 2019, total net revenue from sales and services from our Content & EdTech Platform and our Digital Platform accounted for 89% and 11%, respectively, of the net revenue from sales and services of the Successor, compared to 92% and 8%, respectively for the sum of the total net revenue from sales and services of the Successor for the period from October 11 to December 31, 2018 and Predecessors for the period from January 1 to October 10, 2018 and 100% and 0%, respectively for the total net revenue from sales and services of the Predecessors in 2017. Table of Contents Content & EdTech Platform Core Content (learning systems, textbooks and other services) We provide core educational content for Brazilian primary and secondary education through a multi-brand, tech-enabled platform, with the flexibility and quality required to satisfy customer needs through a multitude of pedagogical approaches, made available primarily through a model that we characterize as subscription arrangements. In the three months ended March 31, 2020, total net revenue from sales and services from subscription arrangements accounted for 83.6% of net revenue from sales and services of our Content & EdTech Platform, compared to 80.1% in the comparative period of 2019. In 2019, total net revenue from sales and services derived from subscription arrangements accounted for 75.4% of net revenue from sales and services of our Content & EdTech Platform, compared to 71.1% in 2018 and 58.7% in 2017. The core content solutions we characterize as subscription arrangements include traditional learning systems (with main brands including Anglo, pH, Maxi, Pit goras, tico and Rede Crist de Educa o) and PAR, our proprietary product designed as an educational platform based on textbooks. All of our solutions include digital and printed content covering all disciplines for students, educators orientation manuals, exercise books, books for the study of multidisciplinary subjects and workbooks, as well as other features such as continuous assessment, ongoing training for educators, pedagogical support, marketing support, education-related events and gatherings, proprietary and differentiated student assessment tools and digital learning tools, available digitally and non-digitally. We offer a large range of brands targeting a wide spectrum of schools and students of varying academic preferences, backgrounds and demographics, allowing us to maximize outreach, awareness, penetration and customer satisfaction. We also derive revenue from other sources, such as (1) one-off textbook sales, which despite not being part of our core strategy, can be an important first step to start a relationship with a school, which can eventually subscribe to PAR or one of our learning systems in the future; and (2) a preparatory course for university admissions exam, which acts as a reputation enhancer for our Anglo brand. Sold as a bundle with our core content, we offer digital learning and continuous teacher training, as follows. Digital Learning Plurall and Plurall Maestro are one of the only mobile-friendly and fully-integrated digital platforms for students, educators, coordinators and administrators currently available in the Brazilian market. For students, Plurall allows interaction with educational content inside and outside the classroom, as well as the opportunity to ask questions online through a student discussion forum, access tutors and review mock exams from ENEM and Brazil s main university entrance applications. For parents and guardians, Plurall provides summarized reports with individual performance and serves as a communication tool with the school. For educators, coordinators and administrators of private schools, Plurall Maestro also allows for the creation of individualized content and data generation and evaluation reports to support in-class enhancements. Continuous Teacher Training PROFS is our fully digital teacher training program, also offered as a bundle with our core content solutions and aimed at enhancing in-class work through mentoring so that teaching professionals can reflect on their practice and skill-set and continue to pursue excellence in performance. Complementary education solutions We offer diversified solutions, both as part of core curricula and as after-school content. The complementary education solutions we characterize as subscription arrangements include: English Stars: an English educational platform designed to develop fluency in the English language with an emphasis on 21st century skills; Table of Contents O L der em Mim: a program with content, methodology, teaching material and training to develop leadership and other socio-emotional skills; Matific: In partnership with the international online learning company Matific, we provide engaging and entertaining mathematics instruction based on a strong pedagogical background and presented through playful interactions; MindMakers: MindMakers uses children s curiosity and energy as fuel to create rational minds with powerful computational thinking skills. MindMakers is designed to teach students how to develop leadership, collaboration and persistence through multidisciplinary problem-solving exercises; and Plurall Ol mpico: an academic platform of preparatory content for scientific competitions. We are constantly looking to incorporate new solutions into our existing platform. We are currently working on expanding our complementary offerings to include STEAM-based curriculum. Digital Platform Our Digital Platform is being developed to cater to all other school needs aside from education, aiming at increasing efficiency and quality of service. It is also an excellent tool to reduce the churn of our partner schools, greatly improving user experience for school owners and families through the seamless integration of educational and administrative services. Currently, we offer Livro F cil, an e-commerce for the sale of educational content for schools, which also functions as a hub for distribution materials from other suppliers that are chosen by our partner schools, reinforcing our partner of choice positioning. We plan to increase our portfolio of solutions offered through our Digital Platform, either by developing additional solutions in-house, through partnerships or through merger and acquisition opportunities, including academic and financial ERP and student acquisition solutions, such as online enrollment platform, digital marketing and scholarship marketplace. See Our Growth Strategy Increase the quantity of products and services we offer. Our Competitive Strengths True partner of choice for private K-12 schools in Brazil We believe tradition, reputation, experience and innovation are imperative for success in K-12 education. We have been present in the lives of Brazilian students over the last five decades though our parent company, or Cogna. As of March 31, 2020, we served 6,939 schools in the K-12 private market, with almost 2.6 million enrolled students. We believe we are best positioned to cover all of our total addressable market as we cater to each private K-12 school s unique profile and preferences. We believe our track record in Brazil is unique, as demonstrated by the following: pioneer in education subscription arrangements; large, well-recognized portfolio of private K-12 brands; first to implement socio-emotional curricula in Brazil and first Brazilian educational platform with online tutoring for one-on-one personalized learning; we believe we have one of the largest groups of educators, authors and tutors entirely dedicated to K-12 in Brazil and one of the largest databases of K-12 educational content in Brazilian Portuguese; only company in Brazil to provide an educational platform based on textbooks (PAR) and supported by an e-commerce platform for the sale of educational content; we believe we are at the forefront in integrating different content formats (text, video, audio, images, quizzes, among others) in a unified platform; Table of Contents we are pioneering the incorporation of neuroscience elements into our educational platform and emphasizing science in learning and promoting student success through personalized learning; and we are developing our Digital platform to cater to the entire school ecosystem, delivering core and complementary content education, and promoting improved school management to promote efficiency gains. By becoming the schools partner of choice through our end-to-end offering of core and complementary content and the ramp-up of the solutions we will offer through our Digital Platform, we expect to continue to significantly increase our TAM while increasing school retention. The following chart shows the size and potential growth in TAM from 2018 to 2030 for Core Content and Complementary Solutions, comprising our Content & EdTech Platform (area shaded in gray) and for school administrative and management solutions, which will be served by our Digital Platform (area shaded in pink). Private K-12 TAM (in R$ billion, 2018) Source: Oliver Wyman Strong combination of content and technology teams dedicated to enhancing our value proposition We value intellectual agility and structure ourselves in small multidisciplinary groups that are focused on building product functionality. We believe we have the most resourceful division of business intelligence and analytics in content adoption in the Brazilian K-12 market. Our digital team consists of 235 product, technology, digital operations and content specialists. Our product and technology specialists are organized in 11 teams, each being responsible for end-to-end implementation of projects aimed at accomplishing long-term goals. Our content production is deeply linked to technology, allowing us to update content dynamically based on student and teacher feedback. To improve student engagement, we overlay content production with social media consumption (interactive video, podcasts and quizzes), aimed at promoting a pleasing aesthetic that captures the conceptual rigor essential for educational content. Our partner schools benefit from the unique combination of our Plurall products, a single platform that enables the delivery of a richer learning experience to both educators and students in an integrated and uniformed matter and combines in our content solutions in a 100% digital interface. Table of Contents Our data science team employs a science in learning approach by leveraging our streaming data pipeline, allowing for rapid evolution of our solutions and services. Our data analytics educational team is focused on (1) tracking user behavior and creating dashboards to improve student and teacher engagement with Plurall and its many features; (2) allowing educators to take advantage of engagement and learning dashboards to improve student participation in the learning experience both inside and outside the classroom; (3) providing seamless integration of the Plurall platform with external products; and (4) gathering feedback and improving content generation in real time. We also have a forward-leaning approach to applying neuroscience in education. We have been developing the Learning Science Lab, by partnering with highly regarded scientists in Brazil through Rede Nacional de Ci ncia para Educa o and BrainCo, a startup born out of the Harvard Innovation Lab, to develop neuroscience technology products, and collaborate with scientists from the MIT Media Lab to test the effectiveness of their technology and develop new applications for brainwave technology. Robust salesforce, business intelligence team and customer-centric mindset lead to differentiated go-to-market strategy Our relentless focus on understanding our customers has led us to assemble a robust salesforce and client support team. Our team is comprised of 219 educational specialists, or hunters, (divided among commercial teams and inside sales teams, responsible for general marketing strategy and targeted client sales, respectively) and 181 customer support experts, or farmers, who cover all Brazilian states through a differentiated go-to-market strategy where we target customers through multiple channels including online advertising, marketing research tools, on-site visits, social media, among others. We also have what we believe to be the largest business intelligence database and business intelligence team in the market. Our business intelligence team collects data from over 17,400 schools every year in order to have a comprehensive view of the total private K-12 market and to determine exactly what kind of products and services our salesforce should offer to each and every school. We offer our staff over 80 hours per year of training activities, on average, and 70% of our staff has been with us for over 3 years. Our sales strategy allows educational specialists and customer support experts to establish themselves as trusted advisors for our partner schools and nurture relationships in order to keep on adding value through higher revenue streams, penetration, retention and awareness. We seek to motivate our salesforce through financially aligned incentives based on new sales and client and revenue retention rates, among others. We also provide ongoing training, shadowing opportunities and participation in sales conferences. Strong academic outcomes and recognition The established tradition of our brands in the education sector, some of which have been developed over a period of more than 100 years, and our pioneering efforts in rolling out one of the first education subscription arrangement models in Brazil have contributed to our reputation for excellence. We believe our complete educational platform has translated into strong brand awareness, as demonstrated by the following: Anglo is the top of mind brand among learning systems considering premium schools choices and, alongside pH, is among the top four most preferred brands among school administrators and educators according to Hello Research; 90% of premium schools know Pit goras according to Hello Research; and Publishers in our K-12 business have been honored with 102 Jabuti prizes since 1959, a widely recognized award as the most prestigious literary honor in Brazil. Table of Contents Quality perception is key for parents, and the quality of our pedagogical system and digital platform delivery is demonstrated by the following metrics: As of December 31, 2018 (most recent public data), we had 504 partner schools ranked among the top three schools in their respective municipalities based on their scores in ENEM, of which 263 partner schools were ranked as the best school in their municipality; and As of December 31, 2018 (most recent public data), we had 44 partner schools ranked among the top 250 schools in the country based on their scores on the ENEM. Finally, the satisfaction of our customers (including students, parents, educators and administrators of private schools operating in the K-12 educational segment) and their positive experience with our platform is evidenced by our high net promoter score, or NPS, among core learning systems and digital learning brands. As of August 30, 2019, we scored 93 out of 100 possible points for both Anglo and pH learning systems, in a survey carried out by us with our partner schools, and 63 out of 100 possible points for our digital learning platform (Plurall), in a survey carried out by us with school coordinators. The nature of our business model Business model backed by solid fundamentals: we employ an asset-light business model centered on innovative and personalized content and user experience and focus on creating and maintaining long-standing relationships with partner schools. We are powered by technology and highly scalable, which allows for consistent high revenue growth. End-to-end solutions provide meaningful unit economic gains: as we continue to strengthen our portfolio of full-service solutions, our potential to deepen relationships with schools increases through cross-sell and up-sell opportunities, generally at low incremental costs to us and to schools. We believe this leads to lifetime value at low customer acquisition cost while simultaneously increasing customer switching costs. Self-reinforcing network effects of our virtuous cycle: we have created and have been nurturing an education cycle that entails scale, science in learning, high-quality and retainable learning, differentiated academic outcomes and recognition. Our company is based on information, using a robust team of business intelligence and analytics and source of big data with respect to the K-12 Brazilian industry, which is the start of a virtuous cycle for our partner schools. We help start the cycle by providing important data and key tools for schools to engage their students in a way that is meaningful for each student, providing enhancing learning, which we believe leads to better academic results and therefore improves schools reputations, which attracts more students Table of Contents to more schools. The cycle is reinforced as more students lead to more big data, which is the start of the cycle to provide the data needed to continue to engage our partner schools students. Experienced and focused management, with an innovation mindset Our senior management is recognized in the industry for its experience, reputation, working knowledge and close relationship with our partner schools, and strong track record in terms of the educational business and innovation. We share the same operational culture as our parent company, and our senior management team has over 100 years of combined experience dedicated to education. As one of the largest education groups in the world, we believe our parent company brings expertise in school operations, a long track record of carrying out mergers and acquisitions and integrating new businesses and technologies, a history of constant evolution and high total shareholder return, effective and transparent communication with shareholders and the market in general, with high levels of corporate governance and a strong drive for innovation. Our Growth Strategy Increase shift towards solutions we characterize as subscription arrangements within our current customer base We will continue focusing on increasing the percentage of our partner schools (and related stakeholders) adopting the solutions we characterize as subscription arrangements instead of purchasing content without a long-term contract. We believe there is a significant potential to increase the number of total students enrolled in solutions we characterize as subscription arrangements from 1.3 million as of March 31, 2020, to 2.6 million total students, by converting part of our current base of partner schools adopting core content without a long-term contract into clients of solutions we characterize as subscription arrangements, including through the execution of new PAR and learning system contracts. In 2019, 2018 and 2017, the subscription agreements represented 37.0%, 20.4% and 8.3%, respectively, of the total revenue from the sales of textbooks. In 2019, we sold products (including textbooks without subscription) to approximately 3.0 million students from private schools, of which 1.2 million were from schools that had a contractual relationship with us, which 1.2 million students out of 3.0 million represents 40% of potential students from schools that use our products. From December 31, 2018 to December 31, 2019 and from December 31, 2017 to December 31, 2018, we successfully signed up 7.8% (6.3% to PAR and 1.5% to learning systems) and 5.7% (4.0% to PAR and 1.7% to learning systems), respectively, of our existing partner schools as compared to the respective year-end date for the prior year without a long-term contract to long-term subscription arrangements. Table of Contents Increase penetration of our current services in existing capacity with our current partner school base We utilize a land-and-expand strategy with our partner schools, beginning with core education and gradually increasing the amount of services offered to each partner school from our portfolio of complementary solutions and digital solutions. We focus on deepening relationships with our partner schools by leveraging our salesforce expertise to up-sell and cross-sell other products and services within our wide portfolio of current offers and future product and service developments and acquisitions. Our ultimate goal is to replace our partner schools collection of scattered educational vendors with our integrated platform of educational and digital solutions. As of March 31, 2020, only 11.1% of our student base used both our core and socio-emotional solutions; and As of March 31, 2020, only 2.6% of our student base used both our core and languages solutions. We believe there is significant potential to increase the total number of students enrolled in our solutions, considering our current base of partner schools and the fact that one student can be enrolled in more than one solution at the same time. As of March 31, 2020, we had 1.5 million enrollments in our solutions (1.31 million in core content and 0.18 million in complementary solutions), considering each student at each solution as an enrollment. Through cross-selling and up-selling across both our Content & EdTech Platform and Digital Platform, we believe we are able to capture up to 5.1 million new enrollments, totaling a potential of 6.6 million students enrolled in our ecosystem (including core content, socioemotional content, languages, STEAM and other academic content). Grow our base of partner schools We have significantly expanded our sales force and will continue doing so in new regions across Brazil, while pursuing greater market share in regions where we have strong brand awareness and price attractiveness, which has helped us establish a presence in 12.1% of the TAM for core education as of 2018. We intend to reinvest a portion of our operational leverage in marketing activities that are aligned with our objective to continue increasing our base of partner schools through our superior value offering and extensive and integrated offering of products and services. Table of Contents Increase the quantity of products and services we offer, including through in-house development, partnerships and acquisitions We believe there is significant room to expand our value proposition to our partner schools and their stakeholders by adding new complementary education solution and digital platform to our ecosystem and, therefore, also significantly increasing our TAM potential. For instance, STEAM and academics are becoming must-have skills given increasing competition in the labor market. In addition, schools have been increasingly adopting management systems so they can focus on what they do best: educating. We believe we can expand our current product offering, enhance our content and technology platforms and improve students learning, educators teaching and schools management experience by either developing innovative digital content in-house, engaging in strategic partnerships or carrying out mergers and acquisitions of companies and/or products that will contribute additional content or technologies to our portfolio. For example, we have identified a wide range of potential target acquisitions in Brazil that we believe will complement our business, in particular with respect to the delivery of digital solutions. With the expansion of our scope and product and service offerings through our platform, our TAM could increase even further. See Presentation of Financial and Other Information Corporate Events for our recent acquisitions. Expand internationally We believe schools, students, educators and families in Latin America are facing the same problems as in Brazil and demand the same solutions we are currently offering. Despite Spanish and Portuguese being different languages, the stakeholders needs are the same and we are able to fulfill many of those since we are already producing educational content in Spanish. Our Corporate Structure Our Incorporation and Corporate Reorganization We are a Cayman Islands exempted company incorporated with limited liability on October 16, 2019 for purposes of undertaking our initial public offering, fully owned by Cogna on the date hereof. Prior to this offering, our parent company, Cogna, reorganized its K-12 business under its wholly-owned subsidiary, Somos Sistemas de Ensino S.A., or Somos Sistemas, as described under Presentation of Financial and Other Information Corporate Events Our Incorporation and Corporate Reorganization. Prior to the consummation of this offering, Cogna will consummate the contribution of the entirety of the shares of Somos Sistemas held by Cogna to Vasta, or the Contribution. The Contribution will be accounted for at historical book value, in return for new Class B common shares issued by Vasta in a one-to-58 exchange for the shares of Somos Sistemas contributed to us. Until the Contribution of Somos Sistemas shares to us, we will not have commenced operations and will have only nominal assets and liabilities and no material contingent liabilities or commitments. Following the Contribution, Saber will continue to own and operate, directly or through other subsidiaries, certain K-12 businesses as a subsidiary of Cogna, including the operation of its own K-12 private schools and the sales of textbooks under the National Textbook Program (Programa Nacional do Livro e do Material Did tico), or PNLD, which are separate from Vasta s business. After accounting for the new Class A common shares that will be issued and sold by us in this offering, we will have a total of 83,011,585 common shares issued and outstanding immediately following this offering, 64,436,093 of these shares will be Class B common shares beneficially owned by Cogna (which will hold 97.2% of the combined voting power of our outstanding Class A and Class B common shares), and 18,575,492 of these shares will be Class A common shares beneficially owned by investors purchasing in this offering (which will hold 2.8% of the combined voting power of our outstanding Class A and Class B common shares). As a result, Table of Contents following this offering, our parent company will continue to control the outcome of all decisions at our shareholders meetings and will be able to elect a majority of the members of our board of directors. Our parent company will also be able to direct our actions in areas such as business strategy, financing, distributions, acquisitions and dispositions of assets or businesses. In addition, following the offering, we will be a controlled company within the meaning of the Nasdaq corporate governance standards and as such plan to rely on available exemptions from certain Nasdaq corporate governance requirements. See Risk Factor Our parent company, our
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/VTGN_vistagen_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/VTGN_vistagen_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..871e0d8e3bd6aaaa1f0f87c8c61ea71e03c8dfff
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/VTGN_vistagen_prospectus_summary.txt
@@ -0,0 +1 @@
+PRO SPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider in making your investment decision. Before deciding to invest in our common stock, you should read this entire prospectus carefully, including the sections of this prospectus entitled
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/VTVT_vtv_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/VTVT_vtv_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/VTVT_vtv_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/WMG_warner_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/WMG_warner_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/WMG_warner_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/XP_xp-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/XP_xp-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ac9f8a0bc27571c22a141711b398fee69b14f411
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/XP_xp-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus carefully, including the Risk Factors, Business and Management s Discussion and Analysis of Financial Condition and Results of Operations sections and our consolidated financial statements (as defined under Presentation of Financial and Other Information ) and notes to those statements, included elsewhere in this prospectus, before deciding to invest in our Class A common shares. Our Mission Our mission is to transform the financial markets in Brazil to improve the lives of people in our country, which is the 9th largest economy in the world with over 210 million people and a Gross Domestic Product, or GDP, of nearly US$2 trillion in 2019. We believe the financial services industry in Brazil is generally inefficient, expensive by international standards and provides poor client experiences. Brazil s financial services industry is concentrated around five traditional financial institutions with US$1.5 trillion in assets that account for approximately 93% of retail assets under custody, according to a report by Oliver Wyman published in 2019, and 80% of all consumer loans and 79% of all deposits, according to the Central Bank of Brazil. We believe this concentration has enabled the incumbents to secure a large profit pool and restrict the market in Brazil by: (1) providing a more narrow selection of financial products than typically found in larger markets, such as the United States and Europe; (2) promoting inefficient financial products, such as savings accounts called Poupan a, which provide investors with relatively low returns, at times below the inflation rate, and come with highly restrictive and punitive redemption options; (3) charging relatively high fees with low yields since the clients are captive and the products made available are often limited only to those created and controlled by each bank; and (4) providing poor customer service due to a low prioritization of the client experience, limited market competition, and a lack of alternative choices available to consumers. We are dedicated to disrupting this market and improving people s lives by providing them with access to more financial products and services through multiple channels, at lower fees, with a strong emphasis on financial education and high-quality services delivered through a highly differentiated client-centric approach and innovative technology solutions. Introduction to XP XP is a leading, technology-driven platform and a trusted provider of low-fee financial products and services in Brazil. We have developed a mission-driven culture and a revolutionary business model that we believe provide us with strong competitive advantages in our market. We use these to disintermediate the legacy models of traditional financial institutions by educating new classes of investors, democratizing access to a wider range of financial services, developing new financial products and technology applications to empower our clients, and providing what we believe is the highest-quality customer service and client experience in the industry in Brazil. We believe we have established ourselves as the leading alternative to the traditional banks, with a large and fast-growing ecosystem of retail investors, institutions, and corporate issuers, built over many years that reached 2.6 million active clients. Based on data from the sources indicated below, we believe we are: #1 Ranked Financial Investment Brand in Brazil with an NPS of 70 as of September 2020; #1 Independent Financial Investment Platform in Brazil with AUC of R$563 billion as of September 30, 2020, or 7% market share of the R$8.6 trillion market for total AUC estimated for December 31, 2019, according to a report by Oliver Wyman commissioned by us; Table of Contents The information in this preliminary prospectus is not complete and may be changed. We and the selling shareholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 30, 2020 PRELIMINARY PROSPECTUS 27,567,485 Class A Common Shares XP Inc. (incorporated in the Cayman Islands) This is a public offering of the Class A common shares, US$0.00001 par value per share of XP Inc., or XP. XP is offering 7,130,435 of the Class A common shares to be sold in this offering. ITB Holding Brasil Participa es Ltda., or the selling shareholder or Ita , is offering an additional 20,437,050 Class A common shares. We will not receive any proceeds from the sale of Class A common shares by the selling shareholder. Our Class A common shares are currently listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol XP. On November 27, 2020, the last reported sale price of our Class A common shares on Nasdaq was US$41.66. Following this offering, our principal shareholders, XP Controle Participa es S.A., or XP Controle, Ita and General Atlantic (XP) Bermuda, L.P., or GA Bermuda, will beneficially own 74.3% of our outstanding share capital, assuming no exercise of the underwriters option to purchase additional shares referred to below. The shares held by XP Controle are Class B common shares and the shares held by Ita and GA Bermuda are Class A and B common shares, such Class B common shares carry rights that are identical to the Class A common shares being sold in this offering, except that (1) holders of Class B common shares are entitled to 10 votes per share, whereas holders of our Class A common shares are entitled to one vote per share; (2) holders of Class B common shares have certain conversion rights; (3) holders of Class B common shares are entitled to preemptive rights in the event that additional Class A common shares are issued in order to maintain their proportional ownership interest; and (4) Class B common shares shall not be listed on any stock exchange and will not be publicly traded. For further information, see Description of Share Capital and Management Shareholders Agreement. As a result, XP Controle will control approximately 55.4% of the voting power of our outstanding share capital following this offering, assuming no exercise of the underwriters option to purchase additional shares. Investing in our Class A common shares involves risks. See Risk Factors beginning on page 26 of this prospectus. Per Class A common share Total Offering price US$ US$ Underwriting discounts and commissions US$ US$ Proceeds, before expenses, to us US$ US$ Proceeds, before expenses, to the selling shareholder(1) US$ US$ (1) See Underwriting (Conflicts of Interest) for a description of all compensation payable to the underwriters. We and the selling shareholder have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to 4,135,122 additional Class A common shares at the offering price, less underwriting discounts and commissions. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the Class A common shares against payment in New York, New York on or about , 2020. Global Coordinators XP Investimentos Ita BBA Morgan Stanley J.P. Morgan The date of this prospectus is , 2020. Table of Contents distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus or any such free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of our Class A common shares and the distribution of this prospectus and any such free writing prospectus outside the United States and in their jurisdiction (including Brazil). However, we may make offers and sales outside the United States in circumstances that do not constitute a public offer or distribution under applicable laws and regulations. We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate name, logos and website names. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the and symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names. Unless otherwise indicated or the context otherwise requires, all references in this prospectus to XP or the Company, the Issuer, we, our, ours, us or similar terms refer to XP Inc., together with its subsidiaries and all references to XP Brazil refer to XP Investimentos S.A., our Brazilian principal non-operating holding company. Table of Contents #1 Independent Digital Platform for Investors in Brazil with three digital portals XP, Rico and Clear serving clients directly. XP has the largest number of followers on Instagram (over 2.4 million as of September 30, 2020) among investment firms in Brazil, and our three brands combined accounted for 58% of all Google searches for investment keywords for the month ended September 30, 2020 and 41% of responses to the first brand in investments according to Google Analytics and a consumer survey as of December 31, 2019; #1 Independent Financial Investment Network in Brazil with a range of proprietary XP Advisory Services and approximately 7,000 IFAs as of September 30, 2020, who on-board new clients onto the XP Platform. In October 2020, over 500 IFAs joined our platform; #1 Financial Media Portal in Latin America with approximately 10 million monthly unique visitors to our Infomoney website as of September 30, 2020. Approximately 77% of our website traffic in this period was originated organically by viewers without being driven from a related site or advertisement according to third-party traffic data from Similarweb; and #1 Financial Services Event in Latin America with over 500,000 attendees at our annual EXPERT conference held virtually in July 2020, which we believe ranks as the largest investment services event in Latin America and one of the largest in the world based on an internal analysis of third party data. Our Founding & Evolution We were founded in 2001 as a small, independent financial advisor partnership dedicated to improving the lives of people in our country. In order to build our business from the ground up, while competing against the traditional banks, we dedicated ourselves to the search for new ways to compete and to leverage next-generation technologies that enable us to differentiate ourselves and provide the operating efficiencies to scale. Over the years, we have been able to consistently innovate, develop our technology solutions, and evolve our proprietary business model in several integrated phases that have complemented each other and compounded our capabilities. We believe this evolution has enabled us to instill trust in the XP brand and begin a revolution in the way financial services are sold in Brazil. These integrated evolutionary phases include (1) providing financial education and empowerment; (2) democratizing access to financial products and services; (3) scaling of our ecosystem of users, distribution and media content; (4) diversification and enhancement of our direct digital channels and brands; and (5) empowerment of the client journey. The Revolutionary XP Model Our revolutionary XP Model has been developed over the course of our evolution and enables us to go to market in a very different way from the legacy models of the large traditional financial institutions. We believe our model provides us with a unique value proposition for our clients and partners, and it has begun to change the way investment services are accessed and sold in Brazil. Our differentiated approach incorporates a unique combination of proprietary capabilities, services and technologies to deliver a highly customized and integrated client experience, with significant operating efficiency advantages that have enabled us to scale and grow profitably. The key components of our model include: A Mission-Driven Culture our culture remains central to XP and we remain vigilant in preserving and nurturing it, so that it can continue to guide our firm by promoting (1) a strong collaborative environment within our company; (2) a clear focus on our mission to improve people s lives by empowering them as investors; (3) a zero-fee pricing philosophy wherever possible; (4) a strong, long-term client-centric focus which we prioritize ahead of maximizing short-term gains; and (5) an energetic entrepreneurial spirit with a commitment to innovation and the continuous pursuit of improvement. Table of Contents Table of Contents GLOSSARY OF TERMS The following is a glossary of certain industry and other defined terms used in this prospectus: active clients means the total number of retail clients served through our XP Investimentos, Rico, Clear, XP Investments and XP Private (Europe) brands, with an AUC above R$100.00 or that have transacted at least once in the last thirty days. For purposes of calculating this metric, if a client holds an account in more than one of the aforementioned entities, such client will be counted as one active client for each such account. For example, if a client holds an account in each of XP Investimentos and Rico, such client will count as two active clients for purposes of this metric. ANBIMA means the Brazilian Association of Financial and Capital Markets Entities (Associa o Brasileira das Entidades dos Mercados Financeiro e de Capitais). AUC means the market value of all client assets invested through XP s platform, including equities, fixed income securities, mutual, hedge and private equity funds (including those managed by XP Gest o de Recursos Ltda., XP Advisory Gest o Recursos Ltda., XP LT Gest o de Recursos Ltda., XP PE Gest o de Recursos Ltda., XP Allocation Asset Management Ltda. and XP Vista Asset Management Ltda., as well as by third-party asset managers), pension funds (including those from XP Vida e Previd ncia S.A., as well as by third-party insurance companies), exchange traded funds, COEs (Structured Notes), REITs (real estate investment funds), and uninvested cash balances (Floating Balances), among others. AUM is the market value of retail client assets invested in mutual, hedge, private equity and pension funds managed by XP Gest o de Recursos Ltda., XP LT Gest o de Recursos Ltda., XP PE Gest o de Recursos Ltda., XP Allocation Asset Management Ltda. and XP Vista Asset Management Ltda., as well as assets from high net worth retail clients allocated in managed portfolios and exclusive funds managed by XP Advisory Gest o Recursos Ltda. Brazil means the Federative Republic of Brazil. Brazilian government means the federal government of Brazil. B3 means B3 S.A. Brasil, Bolsa, Balc o, the S o Paulo Stock Exchange. CAC means customer acquisition cost, which we calculate by dividing all the costs spent on acquiring more clients by the number of clients acquired in the period the money was spent. CDI Rate means the Brazilian interbank deposit (certificado de deposito interbanc rio) rate, which is an average of interbank overnight rates in Brazil. Central Bank means the Brazilian Central Bank (Banco Central do Brasil). CMN means the Brazilian National Monetary Council (Conselho Monet rio Nacional). COPOM means the Brazilian Monetary Policy Committee (Comit de Pol tica Monet ria do Banco Central). CVM means the Brazilian Securities and Exchange Commission (Comiss o de Valores Mobili rios). IFAs means Independent Financial Agents (Agente Aut nomo de Investimento) subject to CVM Instruction No. 497. Table of Contents A Self-Reinforcing Ecosystem we have developed a valuable ecosystem of clients, distribution channels and media content that are a powerful lead-generation engine, continuously reinforce each other and help promote XP s products and services as they grow. These include: User Base of Clients which includes our: (1) over 2.6 million retail clients who buy and sell the financial products on our platform as of September 30, 2020, increasing 72% from 1.5 million on September 30, 2019 (Active Clients totaled 1.7 million on December 31, 2019); and (2) over 700 commercial clients, such as institutional and corporate issuers as of September 30, 2020, such as fund managers, private banks, corporate treasuries and insurance companies, who provide additional liquidity and unique financial products for our platform. Omni-Channel Distribution Network which enables us to reach clients and deliver our products and services through a range of proprietary brands and channels, that includes: (1) XP Direct our fast-growing full-service offering for mass-affluent clients; (2) Rico our online-only solution for self-directed investors; (3) Clear our digital portal and electronic trading platform for retail active traders; and (4) our efficient distribution network of independent financial advisors. Proprietary Media & Digital Content which helps us democratize access to financial content in Brazil, empower Brazilians on how to take investment decisions more independently, and attract, retain and monetize clients. This lead-generation ecosystem of platforms includes: (1) Infomoney the largest investment-portal in Latin America; (2) XP Educa o a leading online financial education portal in Brazil; (3) EXPERT phygital content platform with over 4 million monthly visitors as of September 30, 2020 and events, such as the EXPERT conference, the largest investment event in Latin America with approximately 500,000 attendees on its own digital platform in 2020; (4) our Digital Influencers program, with over 5.5 million followers on social media as of September 30, 2020; and (5) Spiti a digital platform which provides investment research to retail clients. A Superior Product and Services Platform we primarily provide our clients with two types of offerings, our financial advisory services and our open financial product platform. We have developed both of these solutions to provide our clients with significant differentiation and a superior value proposition versus the legacy offerings of the traditional banks. These include: Suite of XP Advisory Services which are comprised of several services, such as (1) XP Investimentos for our retail clients in Brazil; (2) XP Private for our high-net-worth clients; (3) XP Investments for our international clients; and (4) XP Issuer Services, for our corporate and institutional clients. Open Product Platform which is our open product platform that provides our clients with the broadest access to over 750 investment products in the market as of September 30, 2020, without the protectionist barriers, conflicts and closed-loop restrictions of the traditional banks. These include investment products from XP, our partners and our competitors, such as equity and fixed income securities, mutual and hedge funds, structured products, life insurance, pension plans, real-estate investment funds (REITs), credit card, collateralized credit and others. VIP Customer Service which is our premier customer service program and support organization, designed to provide our clients and partners with the highest quality client service. A Differentiated, Advanced Technology Platform we have developed a powerful, integrated suite of proprietary technology assets, technology applications, and technology development resources that enable us to differentiate XP in the market, manage all of our solutions, conduct all of our activities and operate with low-cost advantages and efficiencies. These include: XP Genius which is our powerful, integrated, cloud-based technology platform built with a modular architecture that efficiently leverages a range of micro-services to help (1) connect our Table of Contents Table of Contents Ita Transaction means the transaction with Ita Unibanco S.A. which was consummated in August 2018 and pursuant to which Ita Unibanco S.A. acquired 49.9% of the share capital of XP Brazil. LTV means the lifetime value of our retail clients, which is the present value of the projected gross margin that a marginal new client would generate over a certain period of time. We calculate LTV based on the following key assumptions: (1) 11.1% per annum as the discount rate; (2) a 10 year fixed projection period; and (3) the average churn observed in the last 12 months monthly cohorts of clients. net new money means, during a given period, the sum of (1) the total cash sent by clients to XP; (2) total assets transferred by clients from other platforms to XP, net of (3) cash withdrawals by clients from XP; and (4) assets transferred by clients from XP to other platforms. real, reais or R$ means the Brazilian real, the official currency of Brazil. SELIC rate means the Brazilian base interest rate (Sistema Especial de Liquida o e Cust dia). Shareholders Agreement means the shareholders agreement entered into on November 29, 2019 among XP Controle, GA Bermuda, Ita , Ita Unibanco S.A., XP Inc., XP Brazil and the companies that we control that are incorporated in Brazil. share of wallet means the AUC of a given client at XP, divided by the declared net worth of such client invested in financial products and services (shown as a percentage). U.S. dollar, U.S. dollars or US$ means U.S. dollars, the official currency of the United States. Table of Contents various portals, systems, technologies and environments; (2) power our solutions and applications across our organization; (3) manage our large, valuable and rapidly growing pools of proprietary data; (4) conduct our big data analytics and artificial intelligence initiatives; (5) provide us with proprietary information and market insights; and (6) extend our reach and capabilities into new areas, XP Innovation Teams which is a dedicated innovation development program, comprised of approximately 1,100 people as of September 30, 2020, who develop and support our solutions by using agile software development methods and leveraging the significant technology and data assets in our company. XP Technology Apps which is an advanced suite of cloud-based and mobile technology applications, that complement our advisory services and provide powerful functionality across the user journey, enabling our clients and partners to better manage their various accounts, trading activities, and data queries. Our Operations We operate an asset-light, highly scalable business model that emphasizes operational efficiency and profitability. We leverage the XP Model to serve a diverse group of retail and institutional clients in local and international markets, with offices in Brazil, New York, Miami, London, Lisbon and Geneva. We generate our revenues primarily by (1) providing our existing clients with a growing range of financial products and services in which to invest their existing AUC already on our platform; (2) attracting additional money onto our platform from existing investors to grow our total AUC; and (3) attracting new clients and money inflows onto our platform across a variety of channels to increase our total AUC. We generate a significant amount of our revenues from existing clients and AUC, which is recurring and predictable in nature. Depending on the mix of products and services, we generate numerous forms of income from our AUC, including advisory fees, commissions, distribution fees from product manufacturers and asset management fees across various solution categories such as retail, institutional, issuer services, digital content and other. As a result of our business model and market position, we benefit from high visibility in most of our revenues and from a low correlation to macro-economic conditions. We have established a track record of delivering strong financial performance, even during difficult macroeconomic conditions in Brazil. For example, while Brazil GDP growth decelerated materially from 2014 to 2019 in one of the worst recessions in Brazilian history, our total AUC grew at a CAGR of 94% during the same period. In 2018, we reported R$202 billion in AUC, R$3.2 billion in gross revenue, R$3.0 billion in net revenue, R$465 million in net income, and R$491 million in Adjusted Net Income, a year-over-year increase of 60%, 56%, 55%, 10% and 15%, respectively, versus 2017. In 2019, we reported R$409 billion in AUC, R$5.5 billion in gross revenue, R$5.1 billion in net revenue, R$1,089 million in net income, and R$1,074 million in Adjusted Net Income, a year-over-year increase of 103%, 72%, 73%, 134% and 119%, respectively, versus 2018. On October 14, 2020, we disclosed to the market our September 2020 KPIs. Driven by a R$7 billion market depreciation and R$161 billion net inflow, in the nine months ended September 30, 2020, we reported R$563 billion in AUC, R$6,142 million in gross revenue, R$5,757 million in net revenue, R$1,479 million in net income and R$1,550 million in Adjusted Net Income, an increase of 61%, 66%, 68%, 112% and 136% year-over-year, respectively, versus the nine months ended September 30, 2019. In September 2020, we reached 28% market share in retail equity custody, and 57%, 54% and 61% in retail equity, REITs and derivatives trading volume, respectively, compared to 53%, 51% and 56% in September 2019 and 50%, 37% and 66% in September 2018, respectively. In the third quarter of 2020, we had an average of 2,700 thousand daily trades on our platform compared to an average of 1,000 thousand daily trades in the third quarter of 2019. Table of Contents Table of Contents Our Cohorts and Client Economics We believe that our strong value proposition and client-centric approach will continue to enhance our client loyalty and enable us to grow our share of wallet from our current customer base. As our clients add new money onto our platform and become more comfortable using our technologies and services, they may also purchase more products within their existing financial product categories or begin to explore new categories. For example, a customer with a portfolio of equity securities may purchase additional equities and equity products, such as futures, and also diversify into fixed income products. Given our increasing amount of AUC from existing clients, illustrated by our net inflow cohort analysis, and our increasing cross-sell of complementary and adjacent products and services, illustrated by the average number of products per customer cohort analysis, and the relatively high switching costs in the financial services market, we believe the LTV of our customers is increasing. Our business model also has relatively low customer acquisition costs, or CAC, per client, due to our primarily digital business model, our self-reinforcing ecosystem, and our highly efficient omni-channel distribution network. We believe our marginal CAC will continue to benefit from scale efficiencies. Our Market Brazil is a large and attractive market for financial services and financial technology solutions. The country has the 6th largest population and the 9th largest economy in the world with 210 million people and a GDP of nearly US$2 trillion in 2019. Brazil GDP growth decelerated materially from 2014 to 2019 in one of the worst recessions in Brazilian history. During this period, we established a track record of delivering strong financial performance, even during difficult macroeconomic conditions, and grew our total AUC at a CAGR of 94%. We believe the global crisis and market volatility due to COVID-19, will help accelerate the transformation in the way Brazilians invest, initiated by us, also as a result of record low interest rates (the benchmark SELIC rate is currently at 2.00% per annum), incentivizing retail investors to seek better investment products. Key Market Challenges We believe the Brazil financial services industry faces several important market challenges that create market inefficiencies and opportunities for disruption, including: (1) a highly concentrated market that continues to be controlled by a small group of traditional financial institutions; (2) bureaucratic, asset-heavy infrastructures that encourage banks to focus more on managing the internal burdens of their operations, pushing their in-house products, and preserving the status quo; (3) a narrow selection of financial products which tend to drive high fees for the traditional banks, but severely limit choice for investors; (4) the promotion of inefficient financial products which provide a large number of the mass population of investors with relatively low returns and punitive redemption options, often at an attractive margin to the bank; (5) high-costs and spreads which we believe are too high, but unavoidable by many customers who lack choice of alternative services; (6) poor customer service; (7) underpenetrated debt capital and other financial markets for the issuance of fixed income products and corporate bonds, particularly when compared to larger markets such as the United States and Europe. Key Market Trends We believe our market will benefit from several trends that will help provide attractive tailwinds for disruption, including: (1) favorable and highly-aligned regulatory initiatives such as the Central Bank of Brazil s various announced financial democratization and technological innovation promotion policies; (2) the increasing demand for financial education and information across a number of channels; (3) the increasing demand for more access to financial products as the Brazilian market expands to close the product selection gap with other large Table of Contents markets, such as the United States and Europe; (4) the increasing demand for technology to manage financial services similar to other trends in commerce; (5) the increasing demand for better UX experiences as customers engage in more digital channels and demand technology applications that provide intuitive, easy-to-use, yet powerful features, that can integrate and utilize all of their data, and empower them to do more across their client journeys, versus just siloed applications with one or two functions; (6) increasing number of independent financial advisors; (7) the increasing demand for turn-key solutions and technology applications for IFAs to help them manage their operations more effectively; and (8) greater access to information and technology, which are making Brazilians increasingly aware and inclined to look for alternatives outside the traditional retail banks for investment products and services. Addressable Market Opportunities We believe our XP Model will benefit from these key market trends and the favorable macroeconomic environment in Brazil, and has positioned us to continue to penetrate, grow and expand our large addressable market opportunity in Brazil. According to a report by Oliver Wyman published in 2019, five banks, Ita Unibanco, Bradesco, Banco do Brasil, Caixa Economica Federal and Santander, collectively accounted for 93% of the R$8.6 trillion in investment assets under custody. Given our leadership, scale, brand, and competitive advantages provided by our XP Model, we believe we will benefit from and continue to be a catalyst for: Continued Growth of the Investment AUC Addressable Market According to a report by Oliver Wyman published in 2019, the total addressable market of investment AUC in Brazil was estimated to reach R$8.6 trillion in 2019, up 123% since 2011. Continued Shift of AUC from Banks to Independent Investment Firms According to the Oliver Wyman report, in September 2019 the market share of investment AUC for independent investment firms was estimated to grow from 7% in 2018 to 25% in 2024. However, these estimates may be affected by economic changes related to the COVID-19 pandemic. Shift from Fixed Income to More Effective Products Within the growth of AUC, we believe there is a long-term mix shift trend from lower yielding fixed income products to higher potential yielding products such as equities, managed funds, and structured products, such as derivatives. Continued Expansion of Our Addressable Market into New Areas According to the Oliver Wyman report, the total addressable market size including adjacent markets that could be complementary to XP, such as insurance brokerage, credit and debit cards and other loans was R$487 billion in revenues in 2018. Our total revenues for the twelve months ended September 30, 2020 would amount to less than 2% of market share based on such 2018 total addressable market. Our Competitive Strengths Over the last 19 years, we have developed a differentiated set of capabilities and attributes in our business that we believe provide us with meaningful strategic advantages and have helped us to disintermediate the legacy models of traditional financial institutions. We believe these competitive strengths form the foundations of our business and drive value creation for our shareholders. Mission-Driven Culture Our culture remains central to XP and we believe it is the core strength of our company, enabling us to attract talent, unify our people, maintain the mindset to innovate and disrupt, guide our go-to-market-approach, develop powerful relationships with our clients and establish our identity in the marketplace. We remain vigilant in preserving and nurturing it, so that it can continue to guide our firm. We believe the key strengths of our culture are (1) a collaborative partnership model that fosters a collaborative environment within our company and an ownership mentality across our organization (2) our mission to empower which helps us maintain a clear and Table of Contents consistent message that our primary focus is to empower our clients and improve their lives; (3) a zero-fee pricing philosophy that seeks to eliminate expensive and unnecessary bank fees and reminds us to remain efficient; (4) a client-centric focus that prioritizes transparency, high-quality customer service and positive client experiences above short-term performance results; and (5) an entrepreneurial spirit that keeps us focused on the continuous pursuit of innovation across our firm to improve our operations and our client experiences. Revolutionary XP Model Our model incorporates a unique combination of proprietary capabilities, services and technologies to deliver a highly differentiated and integrated client experience that have enabled us to differentiate from our competitors. The XP Model has given us several strategic and operating advantages, including: First-Disruptor Leadership Since our founding in 2001, XP has established itself as a trusted provider of low-cost brokerage, investment advisory, and asset management services in Brazil, the largest independent investment platform and leading alternative to the banks; Trusted Brand We have built a valuable, trusted brand in Brazil and received an NPS of 70 in September 2020, compared to an NPS of 71 in September 2019; Highly Efficient Financial Model We believe our technology driven business model provides us with significant scale and operating efficiencies, including (1) large scale and recurring revenue; (2) attractive LTV / CAC; (3) asset-light, low cost structure; and (4) strong free cash flow generation; Network Effects As we grow our business, we believe our model demonstrates distinct self- reinforcing network effects that help compound our growth. Powerful Combination of Attributes The success of XP is due to the combination of capabilities, trusted brand, size and scalability of the XP Model that have been developed and nurtured over time. Leadership and Structure Experienced Management Team with Strong Track Record of Success Our management team is comprised of our founders, who have help guide the success of XP over the last 19 years, and new partners who have joined the company along the way. This team has an established track record of delivering strong financial performance, even during difficult macroeconomic conditions in Brazil. Meritocratic Partnership Structure We believe our partnership model is key to our long-term value creation. In December 2019, we implemented our new partnership model, pursuant to which existing or new partners may be entitled to share based compensation based on individual performance, consisting in restricted stock, restricted stock units, performance awards or other stock-based awards in respect of Class A common shares of XP Inc. As of September 30, 2020, our partnership was made up of approximately 1,142 partners in our new partnership model, in which existing or new partners may be entitled to share based compensation in XP Inc. based on individual performance; and 12 shareholders of XP Controle, our controlling shareholder, and who are mostly directors of the Company and/or its subsidiaries. For further information, please see Management Long-Term Incentive Plan. Our Growth Strategies Despite our success to date, we believe our business is still in the early days of driving the disintermediation of traditional financial institutions in Brazil and offering better alternatives to their legacy models and practices. We believe there is a large addressable market opportunity remaining in our core business and significant market Table of Contents share to win from the traditional banks. We intend to leverage our competitive strengths and continue to enhance the strategic advantages we have created through the XP Model in order to continue to grow and expand our business. We intend to pursue these strategies organically and inorganically by: Penetrating Our Base We will continue to seek a greater share of the total AUC and trading volumes from our clients and we will seek to sell additional products and services to our clients. We believe that our strong value proposition and client-centric approach will continue to enhance our client loyalty and enable us to grow our share of wallet from our current customer base. Expanding Our Ecosystem We believe our self-reinforcing ecosystem provides a strong and highly differentiated advantage to XP, enabling us to reach, engage and empower clients across numerous channels. We intend to expand our ecosystem by (1) continuing to grow our base of active retail clients; (2) expanding our omni-channel distribution network by driving more users to our various online portals and expanding our network of IFA partners; and (3) growing our proprietary digital content to continue to build familiarity and trust with XP, educate Brazilians and make them more proficient in financial products and services, and convert students and audiences into new or more empowered clients. Expanding Our Solutions We believe there is a significant opportunity to leverage our trusted brand, high NPS scores, and strong client-experience across the XP Model to offer our clients and partners additional financial services solutions with a similar value proposition and disrupt the legacy models of traditional financial institutions in new areas. We intend to expand our solutions by: (1) growing our XP Platform offering through the development of new investment products in-house or through partners; (2) growing our XP Advisory services; (3) developing new investment solutions in new adjacent areas of the financial services industry; (4) entering into new financial sectors such as insurance brokerage, debit/credit cards, digital banking and asset-backed lending; and (5) entering into new geographies where we can leverage our expertise in financial education and financial empowerment to create new classes of investors and disintermediate bank services in other highly concentrated markets. Recent Developments On November 26, 2020, Ita Unibanco Holding S.A. issued a material fact announcement and subsequently filed a corresponding Form 6-K with the U.S. Securities and Exchange Commission, or the SEC, stating that its board of directors had approved the segregation of its investment in XP Inc. from the Ita Unibanco Holding S.A. conglomerate including by transferring its shares in XP Inc. to a newly incorporated entity, or Newco, which would subsequently be spun-off with the distribution of its share capital to direct or indirect shareholders of Ita Unibanco Holding S.A. The proposed segregation is subject to the approval of Ita Unibanco Holding S.A. shareholders at a general meeting. As of the date of this prospectus, we cannot predict whether the proposed segregation will proceed as announced, or at all, or if, as a result thereof, the parties will negotiate and agree to any amendments to the existing Shareholders Agreement. Our Corporate Structure We are a Cayman Islands exempted company incorporated with limited liability on August 29, 2019. Our legal and commercial name is XP Inc. Our group is currently composed of 32 entities, including XP Inc. and our 31 subsidiaries, 23 of which are incorporated in Brazil and 9 of which are incorporated in other countries. In addition, we own 49.9%, 49% and 20% interests in the share capital of VPL Gest o Patrimonial e Participa es S.A., DuAgro Holdings S.A., or DuAgro, and O Primo Rico, respectively, which are incorporated in Brazil. Our material operating subsidiaries are: XP Investimentos Corretora de C mbio, T tulos e Valores Mobili rios S.A., or XP CCTVM XP CCTVM is a Brazilian broker-dealer entity and the core entity of the group, with the highest concentration of the group s employees. All retail clients of XP Investimentos (including XP Direct and through Table of Contents our IFA network), Clear and Rico brands onboard and access all the products in our investment platform through XP CCTVM. In addition, it provides brokerage and issuer services to institutional and corporate clients. XP CCTVM had assets of R$5,336 million (representing 44.3% of our combined assets) as of December 31, 2017, R$14,050 million (representing 73.5% of our combined assets) as of December 31, 2018, R$29,316 million (representing 60.9% of our combined assets) as of December 31, 2019 and R$63,765 million (representing 66.3% of our combined assets) as of September 30, 2020. XP CCTVM recorded total revenue and income of R$1,380 million during 2017 (representing 72.4% of our consolidated total revenue and income), R$1,967 million during 2018 (representing 66.5% of our consolidated total revenue and income), R$3,322 million during 2019 (representing 74.3% of our consolidated total revenue and income) and R$3,774 million for the nine months ended September 30, 2020 (representing 82.1% of our consolidated total revenue and income). XP Gest o de Recursos Ltda., or XP Gest o XP Gest o, founded in 2005, was the first asset management firm within the group. It manages mutual funds focused on stocks and macro strategies, which are distributed to our retail clients via XP CCTVM and to institutional clients. XP Gest o had assets of R$75 million (representing 0.6% of our combined assets) as of December 31, 2017 and R$105 million (representing 0.5% of our combined assets) as of December 31, 2018, R$146 million (representing 0.3% of our combined assets) as of December 31, 2019 and R$34 million (representing 0.04% of our combined assets) as of September 30, 2020. XP Gest o recorded total revenue and income of R$70 million during 2017 (representing 3.7% of our consolidated total revenue and income), R$71 million during 2018 (representing 2.4% of our consolidated total revenue and income), R$175 million during 2019 (representing 3.9% of our consolidated total revenue and income) and R$76 million for the nine months ended September 30, 2020 (representing 1.6% of our consolidated total revenue and income). XP Advisory Gest o de Recursos Ltda., or XP Advisory XP Advisory is a Brazilian asset management firm focused on single client mandates, including managing exclusive funds and managed portfolios for our high-net-worth retail clients via XP CCTVM and managing proprietary treasury funds that constitute part of our Adjusted Gross Financial Assets. XP Advisory had assets of R$8 million (representing 0.1% of our combined assets) as of December 31, 2017, R$19 million (representing 0.1% of our combined assets) as of December 31, 2018, R$18 million (representing 0.04% of our combined assets) as of December 31, 2019 and R$19 million (representing 0.02% of our combined assets) as of September 30, 2020. XP Advisory recorded total revenue and income of R$11 million during 2017 (representing 0.6% of our consolidated total revenue and income), R$21 million during 2018 (representing 0.7% of our consolidated total revenue and income), R$35 million during 2019 (representing 0.8% of our consolidated total revenue and income) and R$43 million for the nine months ended September 30, 2020 (representing 0.9% of our consolidated total revenue and income). XP Vista Asset Management Ltda., or XP Vista XP Vista, acquired in 2018, is a Brazilian asset management firm focused on managing passive mutual funds that track market indexes, and mutual and investment funds focused on fixed income, credit, real estate, infrastructure and other alternative strategies, which are distributed to our retail clients (via XP CCTVM) and institutional clients. XP Vista had assets of R$12 million (representing 0.1% of our combined assets) as of December 31, 2018, R$41 million (representing 0.1% of our combined assets) as of December 31, 2019 and R$43 million (representing 0.05% of our combined assets) as of September 30, 2020. XP Vista recorded total revenue and income of R$20 million during 2018 (representing 0.7% of our consolidated total revenue and income) and R$93 million during 2019 (representing 2.1% of our consolidated total revenue and income) and R$101 million for the nine months ended September 30, 2020 (representing 2.2% of our consolidated total revenue and income). Table of Contents XP Corretora de Seguros Ltda., or XP Seguros XP Seguros, founded in 2008, is a Brazilian insurance broker focused on providing pension plans, both from our insurance company and from third-party insurance companies, and life insurance products from third-party insurance companies. XP Seguros provides such products to our retail clients through our platform. XP Seguros had assets of R$20 million (representing 0.2% of our combined assets) as of December 31, 2017, R$48 million (representing 0.2% of our combined assets) as of December 31, 2018, R$127 million (representing 0.3% of our combined assets) as of December 31, 2019 and R$47 million (representing 0.05% of our combined assets) as of September 30, 2020. XP Seguros recorded total revenue and income of R$27 million during 2017 (representing 1.4% of our consolidated total revenue and income), R$61 million during 2018 (representing 2.1% of our consolidated total revenue and income), R$130 million during 2019 (representing 2.9% of our consolidated total revenue and income) and R$89 million for the nine months ended September 30, 2020 (representing 1.9% of our consolidated total revenue and income). XP Investments US, LLC, or XP Investments XP Investments, founded in 2010, is a broker-dealer registered with the SEC and FINRA, as well as an interdealer broker member with the NFA. With offices in New York and Miami, its key businesses include providing securities brokerage services for institutional and retail investors (most of which are Brazilian) and interdealer brokerage services for institutional traders. XP Investments had assets of R$152 million (representing 1.3% of our combined assets) as of December 31, 2017, R$253 million (representing 1.3% of our combined assets) as of December 31, 2018, R$407 million (representing 0.8% of our combined assets) as of December 31, 2019 and R$622 million (representing 0.6% of our combined assets) as of September 30, 2020. XP Investments recorded total revenue and income of R$132 million during 2017 (representing 6.9% of our consolidated total revenue and income), R$206 million during 2018 (representing 7.0% of our consolidated total revenue and income), R$302 million during 2019 (representing 6.7% of our consolidated total revenue and income) and R$284 million for the nine months ended September 30, 2020 (representing 6.2% of our consolidated total revenue and income). XPE Infomoney Educa o Assessoria Empresarial e Participa es Ltda., or XP Educa o XP Educa o, founded in 2003, focuses on our digital content services, including developing and selling financial education courses and events online and in person to retail clients. XP Educa o had assets of R$10 million (representing 0.1% of our combined assets) as of December 31, 2017 and R$40 million (representing 0.2% of our combined assets) as of December 31, 2018, R$117 million (representing 0.2% of our combined assets) as of December 31, 2019 and R$58 million (representing 0.1% of our combined assets) as of September 30, 2020. XP Educa o recorded total revenue and income of R$10 million during 2017 (representing 0.5% of our consolidated total revenue and income), R$57 million during 2018 (representing 1.9% of our consolidated total revenue and income), R$112 million during 2019 (representing 2.5% of our consolidated total revenue and income) and R$76 million for the nine months ended September 30, 2020 (representing 1.6% of our consolidated total revenue and income). XP Vida e Previd ncia S.A., or XP VP XP VP was founded in 2017 as a life insurance and private pension plans provider in Brazil. On September 5, 2018, the Superintendency of Private Insurance (Superintend ncia de Seguros Privados), or SUSEP, granted it the authorization to operate as an insurance company in Brazil, and it became operational in April 2019. XP VP had assets of R$3,856 million (representing 8% of our combined assets) as of December 31, 2019 and R$9,739 million (representing 10.1% of our combined assets) as of September 30, 2020. XP VP recorded total revenue and income of R$2 million during 2019 (representing 0.05% of our consolidated total revenue and income) and R$14 million for the nine months ended September 30, 2020 (representing 0.3% of our consolidated total revenue and income). Table of Contents Banco XP S.A., or Banco XP Banco XP was founded in 2019 as a financial institution in Brazil. On October 11, 2019, the Central Bank authorized Banco XP to operate as a multi-purpose bank, with both commercial and investment banking activities, as well as to carry out transactions in the foreign exchange market. Banco XP had assets of R$134 million (representing 0.3% of our combined assets) as of December 31, 2019 and R$5,505 million (representing 5.7% of our combined assets) as of September 30, 2020. Banco XP recorded total revenue and income of R$18 million for the nine months ended September 30, 2020 (representing 0.4% of our consolidated total revenue and income). The following chart shows our corporate structure as of the date hereof: Please read the information in the section entitled Business Our Corporate Structure for a more thorough description of the operations of our material operating subsidiaries. Summary of Risk Factors An investment in our Class A common shares is subject to a number of risks, including risks relating to our business and industry, risks relating to Brazil and risks relating to the offering and our Class A common shares. The following list summarizes some, but not all, of these risks. Please read the information in the section entitled Risk Factors for a more thorough description of these and other risks. Table of Contents Risks Relating to Our Business and Industry If we cannot make the necessary investments to keep pace with rapid developments and change in our industry, the use of our services could decline, reducing our revenues. The financial services market in which we compete is subject to rapid and significant changes, and in order to remain competitive and maintain and enhance customer experience and the quality of our services, we must continuously invest in projects to develop new products and features. These projects carry risks, such as cost overruns, delays in delivery, performance problems and lack of client adoption. Our future success will depend in part on our ability to develop or adapt to technological changes and evolving industry standards. Furthermore, our competitors may have the ability to devote more financial and operational resources than we can to the development of new technologies and services that provide improved functionality and features to their existing service offerings. Substantial and increasingly intense competition within our industry may harm our business. The financial services market is highly competitive. Our growth will depend on a combination of the continued growth of financial services and our ability to increase our market share. Our primary competitors include non-traditional financial services providers that have significant financial resources and develop different kinds of services. We may need to reduce the fees we charge in order to maintain market share, as clients may demand more customized and favorable pricing from us. Client attrition could cause our revenues to decline and the degradation of the quality of the products and services we offer, including support services, could adversely impact our ability to attract and retain clients and partners. We experience client attrition resulting from several factors, including, among others, client business closures, transfers of accounts to our competitors and lack of client satisfaction with our platform and overall user experience, including the reliability, performance, functionality and quality of our products and services. Moreover, our clients expect a consistent level of quality on our platform and in the provision of our products and services. The support services that we provide are also a key element of the value proposition to our clients. Our investment services to our retail clients subject us to additional risks. We provide investment services to our retail clients, including through IFAs. The risks associated with these investment services include those arising from possible conflicts of interest, unsuitable investment recommendations, inadequate due diligence on the issuer or the provider of the security, inadequate disclosure and fraud. We do not have long-term contractual arrangements with most of our institutional brokerage clients, and our trading volumes and revenues could be reduced if these clients stop using our platform and solutions. Our business largely depends on certain of our institutional brokerage clients using our solutions and trading on our platforms. Most of our institutional brokerage clients do not have long-term contractual arrangements with us and utilize our platform and solutions on a transaction-by-transaction basis and may choose not to use our platform at any time. These institutional brokerage clients also buy and sell a variety of products within various asset classes using traditional methods, including by telephone, e-mail and instant messaging, and through other trading platforms. We have identified material weaknesses in our internal control over financial reporting and, if we fail to remediate such deficiencies (and any other ones) and to maintain effective internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations and/or prevent fraud. The material weaknesses identified relate to our insufficient processes necessary to comply with the reporting and compliance requirements of IFRS and the U.S. Securities and Exchange Commission, or the SEC. We have adopted a remediation plan with respect to these material weaknesses which includes the implementation of new processes and Table of Contents procedures, including additional levels of review to improve our internal controls procedures, implementation of new software solutions, additional training for our staff and enhanced our documentation. Risks Relating to Brazil The Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement as well as Brazil s political and economic conditions could harm us and the price of our Class A common shares. The Brazilian federal government frequently exercises significant influence over the Brazilian economy and occasionally makes significant changes in policy and regulations. We have no control over and cannot predict what measures or policies the Brazilian government may take in the future. Recent economic and political instability has led to a negative perception of the Brazilian economy and higher volatility in the Brazilian securities markets, which also may adversely affect us and our Class A common shares. Economic uncertainty and political instability in Brazil may harm us and the price of our Class A common shares. Brazil s political environment has historically influenced, and continues to influence, the performance of the country s economy. Political crises have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic deceleration and heightened volatility in the securities offered by companies with significant operations in Brazil. The recent economic instability in Brazil has contributed to a decline in market confidence in the Brazilian economy as well as to a deteriorating political environment. Inflation and certain measures by the Brazilian government to curb inflation have historically harmed the Brazilian economy and Brazilian capital markets, and high levels of inflation in the future would adversely affect our business and the price of our Class A common shares. In the past, Brazil has experienced extremely high rates of inflation. Inflation and some of the measures taken by the Brazilian government in an attempt to curb inflation have had significant negative effects on the Brazilian economy generally. Inflation, policies adopted to curb inflationary pressures and uncertainties regarding possible future governmental intervention have contributed to economic uncertainty and heightened volatility in the Brazilian capital markets. Exchange rate instability may have adverse effects on the Brazilian economy, us and the price of our Class A common shares. The Brazilian currency has been historically volatile and has been devalued frequently over the past three decades. Although long term depreciation of the real is generally linked to the rate of inflation in Brazil, depreciation of the real occurring over shorter periods of time has resulted in significant variations in the exchange rate between the real, the U.S. dollar and other currencies. Restrictive macroeconomic policies could reduce the stability of the Brazilian economy and harm our results of operations and profitability. The COVID-19 pandemic has had, and is expected to continue to have a negative impact on global, regional and national economies, and we would be materially adversely affected by a protracted economic downturn. The COVID-19 pandemic has had, and is expected to continue to have a negative impact on global, regional and national economies and to disrupt supply chains and otherwise reduce international trade and business activity. The COVID-19 pandemic could also negatively impact specific portfolios through negative ratings migration and higher than expected losses, potentially leading clients to redirect investments away from us and to more traditional financial institutions, as well as reduced management fees from our asset management businesses, which are required to meet certain criteria to earn performance fees. The current COVID-19 pandemic and its potential impact on the global economy may also affect our ability to meet our financial targets. Table of Contents Risks Relating to the Offering and our Class A Common Shares An active trading market for our common shares may not be sustainable. If an active trading market for our shares is not maintained, investors may not be able to resell their shares at or above offering price and our ability to raise capital in the future may be impaired. An active trading market may also impair our ability to raise capital to acquire other companies or technologies by using our shares as consideration. XP Controle will own 66.9% of our outstanding Class B common shares after this offering, which will represent approximately 55.4% of the voting power of our issued share capital, and, subject to the provisions of the Shareholders Agreement, will continue to control us. This concentration of ownership and voting power limits your ability to influence corporate matters. The dual class structure of our common shares has the effect of concentrating voting control with XP Controle, our controlling shareholder; this will limit or preclude your ability to influence corporate matters. Due to the ten-to-one voting ratio between our Class B and Class A common shares, our controlling shareholder, XP Controle, controls and will continue to control a majority of the combined voting power of our common shares and therefore is and will continue to be able to, subject to the provisions of the Shareholders Agreement, control all matters submitted to our shareholders so long as the total number of the issued and outstanding Class B common shares is at least 10% of the voting shares rights of the Company. For a description of our dual class structure, see Description of Share Capital Voting Rights. We are a Cayman Islands exempted company with limited liability. The rights of our shareholders, including with respect to fiduciary duties and corporate opportunities, may be different from the rights of shareholders governed by the laws of U.S. jurisdictions. In particular, as a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the company. See Description of Share Capital Principal Differences between Cayman Islands and U.S. Corporate Law. New investors in our Class A common shares will experience immediate and substantial book value dilution after this offering. As a result of this dilution, investors purchasing Class A common shares in this offering may receive significantly less than the full purchase price that they paid for the Class A common shares purchased in this offering in the event of a liquidation. See Dilution. Corporate Information Our principal executive offices are located at Av. Chedid Jafet, 75, Torre Sul, 30th floor, Vila Ol mpia S o Paulo, Brazil 04551-065. Our telephone number at this address is +55 (11) 3075-0429. Investors should contact us for any inquiries through the address and telephone number of our principal executive office. Our principal website is www.xpinc.com. The information contained in, or accessible through, our website is not incorporated into this prospectus or the registration statement of which it forms a part. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/YALA_yalla_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/YALA_yalla_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/YALA_yalla_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/YQ_17_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/YQ_17_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/YQ_17_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ZCMD_zhongchao_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ZCMD_zhongchao_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ZCMD_zhongchao_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ZNTL_zentalis_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ZNTL_zentalis_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ZNTL_zentalis_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2020/ZOMDF_zomedica_prospectus_summary.txt b/parsed_sections/prospectus_summary/2020/ZOMDF_zomedica_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..03df2b0840e8882cc21ab6e31a2aea16a39692e9
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2020/ZOMDF_zomedica_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus and the documents incorporated by reference herein and therein. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire prospectus carefully, including the section entitled
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/AAWH_ascend_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/AAWH_ascend_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..18c2e7efc6679edea2c5be6dc9b49f9286ef6786
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/AAWH_ascend_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights certain information about us, this offering and selected information contained in the prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our shares of common stock. For a more complete understanding of our company and this offering, we encourage you to read and consider the more detailed information included in this prospectus, including Risk Factors and the financial statements and related notes thereto. See Where You Can Find Additional Information. Overview AWH is a vertically integrated multi-state operator focused on adult-use or near-term adult-use cannabis states in limited license markets. Our core business is the cultivation, manufacturing and distribution of cannabis consumer packaged goods, which we sell through our company-owned retail stores and to third-party licensed cannabis retail stores. We were founded in 2018 and initially pursued cultivation and dispensary licensing opportunities in Massachusetts. In December 2018, we entered the Illinois market with the acquisition of an existing cultivation facility through the acquisition of Revolution Cannabis-Barry LLC. We also acquired HealthCentral, LLC ( HCI ) and its related entities, which owned two operational medical dispensaries in Illinois. We have since expanded our operational footprint, primarily through acquisitions and now have direct or indirect operations or financial interests in five U.S. geographic markets Illinois, Massachusetts, Michigan, New Jersey, and Ohio. We believe in bettering lives through cannabis. Our mission is to improve the lives of our employees, patients, customers and the communities we serve through the use of the cannabis plant. We are committed to providing safe, reliable and high-quality products and providing consumers options and education to ensure they are able to identify and obtain the products that fit their personal needs. As of April 26, 2021, we have direct or indirect operations or financial interests in five U.S. geographic markets and employ approximately 1,000 people. Currently, approximately one third of our portfolio of cultivation and dispensary assets are generating revenue and we expect the remainder of these assets to begin generating revenue over the course of 2021 and 2022. We are committed to being vertically integrated in every state we operate in, which entails controlling the entire supply chain from seed to sale. We are currently vertically integrated in two out of our five states with expansion plans underway to achieve vertical integration in all five states. While we have been successful in opening facilities and dispensaries, we expect continued growth to be driven by opening new operational facilities and dispensaries under our current licenses, expansion of our current facilities and increased consumer demand. Our consumer products portfolio is generated primarily from plant material that we grow and process ourselves. We produce our consumer-packaged goods in five manufacturing facilities with 74,000 square feet of current cumulative canopy and total current capacity of 38,000 pounds annually. We are undergoing expansions at our Barry, Illinois, Lansing, Michigan and Athol, Massachusetts cultivation facilities which are expected to be completed in 2021 and we expect to build facilities in Monroe, Ohio and New Jersey in 2022. The expansions are expected to add a total of approximately 285,000 square feet of cumulative canopy, which is estimated to have a total production capacity of 142,000 pounds annually post build-out, assuming production and yields are in line with the performance of our current operating canopy. Our product portfolio currently consists of 102 stock keeping units ( SKUs ), across a range of cannabis product categories, including flower, pre-rolls, concentrates, vapes, edibles and other cannabis-related products. As of April 26, 2021, we have 16 open and operating retail locations, including pending acquisitions in Illinois and Ohio, which we anticipate will expand to 23 locations open and operating by the end of calendar year 2021. Our new store opening plans are flexible and will ultimately depend on market conditions, local licensing, construction and other regulatory permissions. All of our expansion plans are subject to capital allocation decisions, the evolving regulatory environment and the COVID-19 pandemic. See Cautionary Note Regarding Forward-Looking Statements. Corporate Information We were originally formed as Ascend Group Partners, LLC on May 15, 2018 as a Delaware limited liability company. We changed our name to Ascend Wellness Holdings, LLC on September 10, 2018. On April 22, 2021, we converted into a Delaware corporation pursuant to a statutory conversion and were renamed Ascend Wellness Holdings, Inc. See Corporate Conversion and Corporate Structure. Our principal executive offices are located at 1411 Broadway, 16th Floor, New York, NY 10018. Our telephone number is (781) 703-7800. Our website address is www.awholdings.com. The information contained on our website or connected to our website is not incorporated by reference into, and should not be considered part of, this prospectus. Corporate Conversion and Corporate Structure On April 22, 2021, we engaged in the following transactions, which we refer to collectively as the Conversion we converted from a Delaware limited liability company to a Delaware corporation by filing a certificate of conversion with the Delaware Secretary of State and we changed our name from Ascend Wellness Holdings, LLC to Ascend Wellness Holdings, Inc. As part of the Conversion we created two classes of authorized common stock, Class A common stock and Class B common stock we effected a two-for-one reverse split of our outstanding equity interests (the Reverse Split ) holders of Series Seed Preferred and Series Seed Preferred+ Units of AWH received one share of Class A common stock of Ascend Wellness Holdings, Inc. for each unit of Series Seed Preferred and Series Seed Preferred+ Units held immediately prior to the Conversion, as adjusted for the Reverse Split, rounded down to the nearest whole share holders of Real Estate Preferred Units of AWH received, subject to final determination of the offering price of Class A common stock pursuant to this offering, for each unit of Real Estate Preferred Units of AWH, a number of shares of Class A common stock of Ascend Wellness Holdings, Inc. equal to (x) one plus (y) (A) the original purchase price of such Real Estate Preferred Unit multiplied by 1.5, divided by (B) the price at which we are offering Class A common stock pursuant to this offering, as adjusted for the Reverse Split, rounded down to the nearest whole share holders of common units of AWH received one share of Class A common stock of Ascend Wellness Holdings, Inc. for each common unit held immediately prior to the Conversion, as adjusted for the Reverse Split, rounded down to the nearest whole share holders of restricted common units issued under the 2020 Incentive Plan (as defined below) received one share of Class A common stock of Ascend Wellness Holdings, Inc. for each restricted common unit held immediately prior to the Conversion, as adjusted for the Reverse Split, rounded down to the nearest whole share holders of warrants to acquire 3,531,142 common units of AWH at an exercise price of $4.00 per share received warrants to acquire an equal number of shares Class A common stock and we entered into an exchange agreement with AGP Partners, LLC, a Delaware limited liability company ( AGP ), pursuant to which AGP received 65,000 shares of Class B common stock, which constitute all of the outstanding shares of Class B common stock of AWH. Effective as of the closing of this offering, holders of convertible notes will convert into shares of Class A common stock in accordance with the terms of the note purchase agreement, dated June 12, 2019, between the Company and the purchasers of the convertible notes, as amended on April 22, 2021 (the 2019 Convertible Notes ). The holders of 2019 Convertible Notes will receive a number of shares of Class A common stock equal to the outstanding principal and accrued and unpaid interest under the notes divided by a price per share equal to $2.96. Prior to the amendment to the 2019 Convertible Notes entered into on April 22, 2021, the conversion feature in connection with a going public transaction set forth in the 2019 Convertible Notes specified that the holders of 2019 Convertible Notes would receive a number of shares of Class A common stock equal to the outstanding principal and accrued and unpaid interest under the notes divided by a price per share equal to the lesser of (a) (i) a 20% discount to the price per share of Class A common stock offered pursuant to this offering in the event the offering occurs on or before 12 months from the closing date (ii) a 25% discount to the price per share of Class A common stock offered pursuant to this offering in the event the offering occurs after 12 months from the closing date, but before the maturity date and (b) the price per security, which equals the price per share resulting from a pre-money valuation of the company of $295,900,000, taking into account the Reverse Split, which was determined by the Company to be $2.96. The amendment to the 2019 Convertible Notes was solely made to clarify the conversion price in connection with a going public transaction. The 2019 Convertible Notes include provisions to the effect that they may be amended with the written consent of the holders of a majority of the outstanding principal amounts of all such notes, and which such consent was obtained, and any amendment so approved is binding on all holders of 2019 Convertible Notes. Effective as of the closing of this offering, holders of convertible notes will convert into shares of Class A common stock in accordance with the terms of the note purchase agreement, dated January 6, 2021, between the Company and the purchasers of the convertible notes (the 2021 Convertible Notes ). The holders of 2021 Convertible Notes will receive a number of shares of Class A common stock equal to the outstanding principal and accrued and unpaid interest under the notes divided by a price per share equal to the lesser of (a) (i) a 20% discount to the price per share of Class A common stock offered pursuant to this offering in the event the offering occurs on or before 12 months from the closing date (ii) a 25% discount to the price per share of Class A common stock offered pursuant to this offering in the event the offering occurs after 12 months from the closing date, but before the maturity date and (b) $6.00 per share of Class A common stock, taking into account the Reverse Split. Following the Conversion, Ascend Wellness Holdings, Inc. continues to hold all property and assets of AWH and remains liable for all of the debts and obligations of AWH. After effecting the Conversion, we are governed by a certificate of incorporation filed with the Delaware Secretary of State and bylaws. Following the Conversion, we have two classes of authorized common stock, Class A common stock and Class B common stock. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 1,000 votes per share. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law or our certificate of incorporation. Each share of Class B common stock will automatically convert into one share of Class A common stock on the final conversion date, as defined in our certificate of incorporation. Each share of Class B common stock is also convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B common stock continues to hold exclusive voting and dispositive power with respect to the shares transferred. Once converted into a share of Class A common stock, a converted share of Class B common stock will not be reissued. Following the conversion of all outstanding shares of Class B common stock, no further shares of Class B common stock will be issued. See Description of Capital Stock. On the effective date of the Conversion, the members of the board of managers of AWH became the members of the board of directors (the Board ) of Ascend Wellness Holdings, Inc., with the exceptions described in this prospectus, and the officers of AWH became the officers of Ascend Wellness Holdings, Inc. The following diagram illustrates our corporate structure following the completion of the Conversion and the closing of the offering. See Exhibit 21.1 to the registration statement of which this prospectus is a part for a list of our subsidiaries. All lines represent 100% ownership of outstanding securities of the applicable subsidiary unless otherwise noted. In part, the complexity of our organization structure is due to state licensing requirements that mandate that we maintain the corporate identity of our operating license holders. __________________ (1) In process of transfer to AWH. The Illinois Department of Financial and Professional Regulation is currently reviewing the transfer application. (2) The Ohio Medical Marijuana Control Program is currently reviewing transfer requests for Hemma, LLC and BCCO, LLC. We have entered into an agreement to acquire Marichron Pharma, LLC, but cannot submit a transfer request until Marichron Pharma, LLC receives a certificate of operation. Legend In this prospectus, except as otherwise indicated or the context otherwise requires, all information is presented giving effect to the Conversion. THE OFFERING Amount of securities to be offered 9,000,000 shares of Class A common stock Class A common stock to be outstanding after this offering 165,420,240 shares of Class A common stock(1) Class B common stock to be outstanding after this offering 65,000 shares of Class B common stock(1) Over-allotment option to purchase additional shares of Class A common stock We have granted the underwriters the right to purchase up to 1,350,000 additional shares of Class A common stock within 30 days following the date of this prospectus Use of proceeds We estimate that the net proceeds from this offering will be approximately $71,200,000, or approximately $82,000,000 if the underwriters exercise their over-allotment option in full. We expect to use (i) approximately $31,000,000 of the proceeds from this offering for the pending investment in MedMen NY, Inc., though we are not certain when or if such transaction will be consummated, or the terms upon which it will ultimately be completed as it remains subject to regulatory approval in all respects, (ii) approximately $7,000,000 to consummate the transactions for our proposed acquisitions of (a) Hemma, LLC and (b) BCCO, LLC, both of which are in Ohio, though we are not certain when or if such transactions will be consummated, or the terms upon which they will ultimately be completed as each remains subject to regulatory approval in all respects, (iii) approximately $20,000,000 for capital expenditures, and (iv) the remainder for future M A transactions, general administration, tax liabilities, working capital and general corporate purposes, including additional financing provided to MedMen NY, Inc. prior to closing. See Use of Proceeds. Dividend policy We do not expect to pay any dividends on our shares of Class A common stock for the foreseeable future. See Dividend Policy. Voting and conversion We have two classes of common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except for voting and conversion rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 1,000 votes per share. In the event of any change of control transaction, shares of our Class A common stock and Class B common stock shall be treated equally, ratably and identically, on a per share basis, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class. See Description of Capital Stock. Registration Rights AgreementWe intend to enter into a registration rights agreement (the Registration Rights Agreement ) with AGP in connection with this offering. The Registration Rights Agreement will provide AGP certain registration rights whereby, following our initial public offering and the expiration of any related lock-up period, AGP can require us to register under the Securities Act shares of Class A common stock. The Registration Rights Agreement will also provide for piggyback registration rights for AGP.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/ABCL_abcellera_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/ABCL_abcellera_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..dc2f3a1d101b982cfc80ec395df71399c12b7b6a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/ABCL_abcellera_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1 1 d184272ds1.htm S-1 S-1 Table of Contents As filed with the Securities and Exchange Commission on June 10, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ABCELLERA BIOLOGICS INC. (Exact Name of Registrant as Specified in Its Charter) British Columbia 8731 Not Applicable (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 2215 Yukon Street Vancouver, BC, V5Y 0A1 (604) 559-9005 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, DE 19801 (302) 658-7581 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Sam Zucker Deepa M. Rich Mitchell S. Bloom James Xu Goodwin Procter LLP 601 Marshall Street Redwood City, CA 94063 (650) 752-3100 Carl L. G. Hansen, Ph.D. Andrew Booth Tryn T. Stimart AbCellera Biologics Inc. 2215 Yukon Street Vancouver, BC V5Y 0A1 Canada (604) 559-9005 Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective, as determined by the selling shareholders. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, or Securities Act, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price(2) Amount of Registration Fee Common shares, no par value per share 12,000,000 $24.045 $288,540,000 $31,480 Total 12,000,000 $288,540,000 $31,480 (1) Pursuant to Rule 416(a) under the Securities Act of 1933, the registrant is also registering hereunder an indeterminate number of shares that may be issued and resold resulting from share splits, share dividends or similar transactions. (2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the registration fee, based upon the average of the high and low prices for the registrant s common shares as reported on the Nasdaq Global Select Market on June 9, 2021. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents TABLE OF CONTENTS Page About this Prospectus ii Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/ABSI_absci-corp_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/ABSI_absci-corp_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/ABSI_absci-corp_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/AIRS_airsculpt_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/AIRS_airsculpt_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/AIRS_airsculpt_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/AKA_a-k-a_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/AKA_a-k-a_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/AKA_a-k-a_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/ALHC_alignment_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/ALHC_alignment_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/ALHC_alignment_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/AMPGW_amplitech_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/AMPGW_amplitech_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/AMPGW_amplitech_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/ANY_sphere-3d_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/ANY_sphere-3d_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f369ff9438bbc2688998a6441a6e585d0a294e08
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/ANY_sphere-3d_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and may not contain all of the information that you should consider before investing in the shares. You are urged to read this prospectus in its entirety, including the information under "Risk Factors" and our financial statements and related notes included elsewhere in this Prospectus. Our Company Sphere 3D Corp. ("Sphere 3D," "we," "our" or the "Company") was incorporated under the Business Corporations Act (Ontario) on May 2, 2007 as T.B. Mining Ventures Inc. On December 20, 2012, we filed articles of amendment in which we changed our name to "Sphere 3D Corporation." On March 24, 2015, the Company completed a short-form amalgamation with a wholly-owned subsidiary. In connection with the short-form amalgamation, the Company changed its name to "Sphere 3D Corp." Sphere 3D provides solutions for stand-alone storage and technologies that converge the traditional silos of compute, storage and network into one integrated hyper-converged or converged solution. We provide enterprise storage management solutions, and the ability to connect to public cloud services such as Microsoft Azure for additional delivery options and hybrid cloud capabilities. Our integrated solutions include a patented portfolio for operating systems for storage, proprietary virtual desktop orchestration software, and proprietary application container software. Our software, combined with commodity x86 servers, or purpose-built appliances, deliver solutions designed to provide application mobility, security, data integrity and simplified management. These solutions can be deployed through a public, private or hybrid cloud and are delivered through a global reseller network and professional services organization. We have a portfolio of brands including SnapServer , HVE ConneXions ("HVE") and UCX ConneXions ("UCX"), dedicated to helping customers achieve their IT goals. In November 2018, we divested ourselves of Overland Storage, Inc. and its subsidiaries ("Overland") and associated product portfolio for long term archive as well as the RDX removable disk product portfolio. We undertook this divestiture in order to facilitate the significant reduction of secured debt and to allow us to focus greater resources to our converged and hyper-converged product portfolio. Nasdaq Listing On February 17, 2021, the Company was notified by Nasdaq that the Nasdaq Listing Qualifications Staff issued a public letter of reprimand to the Company based upon the Company's failure to comply with the Listing Rule 5620(c) (the "Quorum Rule") during the period of time that it was no longer a foreign private issuer and could not rely on home country practice in the alternative to the Quorum Rule. The Company's By-laws required a quorum of at least 25%, instead of the 33 1/3% threshold required for a domestic issuer by the Quorum Rule. This oversight and rule violation was caused by the fact that the Company no longer qualified as a foreign private issuer during 2018, 2019 and 2020. On January 1, 2021, the Company once again qualified as a foreign private issuer, and therefore the Company once again intends to rely on home country practice in lieu of the Quorum Rule. On January 4, 2021, the Company received a written notice (the "Listing Notice") from the Listing Qualifications Department of Nasdaq indicating that the Company was not in compliance with Listing Rule 5620(a) due to the Company's failure to hold an annual meeting of shareholders within twelve months of the end of the Company's fiscal year end. The Listing Notice stated that the Company had until February 18, 2021 to submit a plan to regain compliance with Listing Rule 5620(a). On February 17, 2021, the Company received a letter from Nasdaq indicating that the Company had regained compliance with Listing Rule 5620(a) as a result of its combined Annual and Special Meeting held on February 11, 2021. On January 3, 2020, the Company received a letter from the Nasdaq Listing Qualifications department of Nasdaq notifying the Company that it was not in compliance with the requirement of Nasdaq Marketplace Rule 5550(a)(2) for continued inclusion on the NASDAQ Capital Market as a result of the closing bid price for the Company's common shares being below $1.00 for 30 consecutive business days. On May 19, 2020, the Company received notification from Nasdaq that it had regained compliance with Marketplace Rule 5550(a)(2), as the closing price of the Company's common shares was at least equal to $1.00 per share for each of the ten consecutive business days between May 4, 2020 and May 18, 2020. Asset Acquisition On August 3, 2020, Dale Allan Peters ("Peters"), as the beneficial shareholder of 101250 Investments Ltd. ("101 Invest"), a company existing under the laws of the Turks & Caicos Islands and a water partner of Rainmaker, entered into a Share Purchase Agreement (the "101 Invest Purchase Agreement") with the Company. As a result of the 101 Invest Purchase Agreement, 101 Invest is a wholly-owned subsidiary of the Company. Under the terms of the 101 Invest Purchase Agreement, the Company issued 480,000 common shares at $3.25 per share to Greenfield Investments Ltd. for a purchase price of $1,560,000. The common shares contain a legend, either statutory or contractual, which will restrict the resale of the common shares for a period of six-months and one day from the closing date. In addition, the Company held back and retained 96,000 of the common shares for a six-month period from the closing date in support of any breaches of representations and warranties by Peters under the 101 Invest Purchase Agreement (the "Escrow Shares"). The Company released the Escrow Shares to Peters on or about February 10, 2021. 101 Invest has exclusive rights to deliver the Rainmaker water solution to three Turks and Caicos island communities - Plantation Hills, Blue Sky and Village Estates. The Company completed this transaction to assist in the deployment and expansion of its opportunities in the WaaS segment. Discontinued Operations In February 2018, the Company, Overland, and Silicon Valley Technology Partners, Inc. (formerly Silicon Valley Technology Partners LLC) ("SVTP"), a Delaware corporation established by Eric Kelly, the Company's former Chief Executive Officer and Chairman of the Board of Directors, entered into a share purchase agreement (as amended by that certain First Amendment to Share Purchase Agreement dated August 21, 2018, and as further amended by that certain Second Amendment to Share Purchase Agreement dated November 1, 2018, the "Purchase Agreement"), pursuant to which the Company agreed to sell to SVTP all of the issued and outstanding shares of capital stock of Overland. On November 13, 2018, pursuant the Purchase Agreement, the Company sold to SVTP all of the issued and outstanding shares of capital stock of Overland in consideration for (i) the issuance to the Company of shares of Series A Preferred Stock of SVTP representing 19.9% of the outstanding shares of capital stock of SVTP as of the closing with a value of $2.1 million, (ii) the release of the Company from outstanding debt obligations totaling $41.7 million assumed by SVTP, and (iii) $1.0 million in cash proceeds from SVTP. In connection with the closing of the Purchase Agreement, we filed an articles of amendment to our articles of amalgamation setting forth the rights, privileges, restrictions and conditions of a new series of non-voting preferred shares of the Company (the "Series A Preferred Shares") and entered into a Conversion Agreement, by and between the Company and FBC Holdings SARL ("FBC Holdings"), a related party, pursuant to which $6.5 million of the Company's outstanding secured debt was converted into 6,500,000 Series A Preferred Shares, subsequently converted in 2019 to 6,500,000 Series B Preferred Shares. Oasis Equity Line On May 15, 2020, we entered into an Equity Purchase Agreement with Oasis Capital, LLC ("Oasis Capital" and such agreement, the "Equity Purchase Agreement"), which provides that, upon the terms and subject to the conditions and limitations set forth therein, Oasis Capital is committed to purchase up to an aggregate of $11,000,000 worth of common shares over the 36-month term of the Equity Purchase Agreement. Concurrently with entering into the Equity Purchase Agreement, we also entered into a registration rights agreement with Oasis Capital (the "Registration Rights Agreement"), in which we agreed to file one or more registration statements, as permissible and necessary to register under the Securities Act, the resale of the common shares that may be issued to Oasis Capital under the Equity Purchase Agreement. The purpose of the equity line is to provide us with proceeds as may be necessary for working capital and general corporate purposes. PPP Loan Forgiveness On October 5, 2020, the Company submitted the PPP loan forgiveness application, which is pending approval by the Lender. In accordance with the terms and conditions of the Flexibility Act, the Lender has 60 days from receipt of the completed application to issue a decision to the Small Business Administration ("SBA"). If the Lender determines that the borrower is entitled to forgiveness of some or all of the amount applied for under the statue and applicable regulations, the Lender must request payment from the SBA at the time the Lender issues its decision to the SBA. The SBA will, subject to any SBA review of the loan or loan application, remit the appropriate forgiveness amount to the Lender, plus any interest accrued through the date of payment, not later than 90 days after the Lender issues its decision to the SBA. Although the Company believes it is probable that the PPP Loan will be forgiven, the Company cannot currently provide any objective assurance that it will obtain forgiveness in whole or in part. Products and Service Our product offerings consist of the following disk systems: (i) HVE Converged and Hyper-converged Infrastructure; (ii) G-Series Appliance and G-Series Cloud; and (iii) Open Virtual Format SnapServer Network Attached Storage Solutions. In addition to our product offering, we provide on-site service and installation options, round-the-clock phone access to solution experts, and proof of concept and architectural design offerings. We are able to provide comprehensive technical assistance. The following table summarizes the sales mix of products and service (in thousands) for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Disk systems $ 2,347 $ 3,086 $ 6,108 Service 2,501 2,493 2,922 Total $ 4,848 $ 5,579 $ 9,030 We divide our worldwide sales into three geographical regions: Americas; APAC, consisting of Asia Pacific countries; and EMEA consisting of Europe, the Middle East and Africa. The following table summarizes net revenue by geographic area (in thousands) for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Americas $ 4,844 $ 5,023 $ 8,044 APAC - 356 534 EMEA 4 200 452 Total $ 4,848 $ 5,579 $ 9,030 Disk Systems HVE Converged and Hyper-converged Infrastructure In 2017, we acquired HVE, a technology provider of next generation converged and hyper-converged infrastructure dedicated to creating Manageable, Scalable, Reproducible, and Predictable ("MSRP") solutions based on virtualization technologies running on high-performance, next generation platforms. HVE solutions are engineered, purpose-built converged and hyper-converged virtual workspace and server solutions that support a distributed architecture, scalable with predictable performances, and come bundled with continuous active monitoring. HVE product can include support for our Desktop Cloud Orchestrator ("DCO") based on customer requirements. The HVE-STACK high density server provides the computer and storage appliance for the data center and is ideal for high performance computing, cloud computing and virtual desktop infrastructure ("VDI"). The modular design and swappable components include hard drives and power supplies intended to improve the efficiency of data center deployment. The HVE-VELOCITY High Availability Dual Enclosure storage area network ("SAN") provides data reliability and integrity for optimal data storage, protection and recovery. It also provides a unified network attached storage ("NAS") and SAN solution with thin provisioning, compression and deduplication. The HVE-VELOCITY platform is designed to eliminate single points of failure. The 12GSAS SSD design allows for faster access to data. It is optimized for mission-critical, enterprise-level storage applications. The HVE 3DGFX is a VDI solution that offers hardware and software technologies to provide an appliance that can handle from eight to up to 128 high demand users in a single 2U appliance. The HVE 3DGFX was designed and engineered as a purpose-built solution based upon the MSRP engineering approach. G-Series Appliance and G-Series Cloud The G-Series appliance powered by Glassware containerization technology is designed to simplify Windows application migration and to enable access from any device including Macintosh, Windows, iOS, Chrome OS, and Android. The G-Series appliance is optimized for simplicity, flexibility and scalability. Through Glassware, a Microsoft Windows based container technology, organizations looking to migrate applications to the cloud can quickly deploy a solution for virtualizing 16-bit, 32-bit, or 64-bit applications with their native functionality intact. For the provisioning of a 16-bit application to the G-Series appliance, users will often require advanced technical skills to set-up the application, or can contract professional services from the Company, or one of our certified system integrators. End users can access the containerized applications from cloud-connected devices (iOS, Android or Windows), through a lightweight downloadable app or simply from a browser. The G-Series appliance is designed to eliminate the complex tasks of designing, implementing, and maintaining application hosting environments and provides improved application session density and scale when compared to traditional hypervisor-based virtualization solutions. G-Series Cloud is an offering available through Microsoft Azure and was developed to provide a virtual appliance that can be deployed from the Azure Marketplace to eliminate the task of designing, implementing, and maintaining localized application-hosting environments and their related hardware. G-Series Cloud is pre-configured, can be deployed in minutes and provides for a billing model based on usage. SnapServer Network Attached Storage Solutions Our SnapServer solutions are a platform for primary or nearline storage, and deliver stability and integration with Windows , UNIX/Linux, and Macintosh environments. For virtual servers and database applications, the SnapServer family supports iSCSI block-level access with Microsoft VSS and VDS integration to simplify Windows management. For data protection, the SnapServer family offers RAID protection, and snapshots for point-in-time data recovery. The SnapServer XSR Series products support DynamicRAID and traditional RAID levels 0, 1, 5, 6, and 10. The Snap family of products, SnapCLOUD , and SnapServer , have integrated data mobility tools to enable customers to build private clouds for sharing and synchronizing data for anytime, anywhere access. The SnapServer XSR40 is a 1U server that can be configured with up to four SATA III and SSD drives, and can scale to 400 TB of storage capacity by adding up to three SnapExpansion XSR enclosures. The SnapServer XSR120 is a 2U server that can be configured with up to 12 SATA III, SAS and SSD drives, and can scale to 960 TB of storage capacity by adding up to seven SnapExpansion XSR enclosures. Our GuardianOS storage software is designed for the SnapServer family of enterprise-grade NAS systems and delivers simplified data management and consolidation throughout distributed information technology environments by combining cross-platform file sharing with block-level data access on a single system. The flexibility and scalability of GuardianOS assists with the cost of ownership of storage infrastructures for small, medium and large businesses. In addition to a unified storage architecture, GuardianOS offers highly differentiated data integrity and storage scalability through features such as DynamicRAID , centralized storage management, and a comprehensive suite of data protection tools. Our Snap Enterprise Data Replicator ("Snap EDR") provides multi-directional WAN-optimized replication. Administrators can automatically replicate data between SnapServer , Windows, and Linux systems for data distribution, data consolidation, and disaster recovery. Service Customer service and support are key elements of our strategy and critical components of our commitment in making enterprise-class support and services available to companies of all sizes. Our technical support staff is trained to assist our customers with deployment and compatibility for any combination of virtual desktop infrastructures, hardware platforms, operating systems and backup, data interchange and storage management software. Our application engineers are trained to assist with more complex customer issues. We maintain global toll-free service and support phone lines. Additionally, we also provide self-service and support through our website support portal and email. Our service offerings provide for on-site service and installation options, round-the-clock phone access to solution experts, and proof of concept and architectural design offerings. Discontinued Operations The following product lines were part of the Overland divestiture completed in November 2018 and are not included in the above Product and Service disclosures. Disk Systems - RDX Removable Disk Solutions Tape Automation Systems - NEO Tape-Based Backup and Long-Term Archive Solutions Tape Drives and Media Production A significant number of our components and finished products are manufactured or assembled, in whole or in part, by a limited number of third parties. For certain products, we control the design process internally and then outsource the manufacturing and assembly in order to achieve lower production costs.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/APXIF_apx_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/APXIF_apx_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..dd4fb0d8fbec02533edb0f5975e256de927db8ac
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/APXIF_apx_prospectus_summary.txt
@@ -0,0 +1 @@
+summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "we," "us," "company" or "our company" are to APx Acquisition Corp. I, a Cayman Islands exempted company; "amended and restated memorandum and articles of association" are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering; "Companies Act" are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; "directors" are to our current directors and director nominees named in this prospectus; "founder shares" are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; "initial shareholders" are to holders of our founder shares prior to this offering (including 40,000 founder shares that have been transferred to our independent directors); "letter agreement" are to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; "management" or our "management team" are to our officers and directors; "officers" are to one or more of our officers; "ordinary resolution" are to a resolution adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; "ordinary shares" are to our Class A ordinary shares and our Class B ordinary shares; "private placement warrants" are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; "public shares" are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public shareholders" are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a "public shareholder" will only exist with respect to such public shares; "public warrants" are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "special resolution" are to a resolution adopted by the affirmative vote of at least a two-thirds majority (or such higher threshold as specified in the company s amended and restated articles of association) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; "sponsor" are to APx Cap Sponsor Group I, LLC, a Cayman Islands limited liability company; and 1 Table of Contents "warrants" are to our public warrants and private placement warrants. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the corresponding forfeiture by our sponsor of 562,500 founder shares. General APx Capital Acquisition Corp. I is a recently formed blank check company incorporated as a Cayman Islands exempted company on May 13, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities, which we refer to as a "target business." While we may pursue a business combination opportunity in any business, sector, industry, or geographical region we choose, we intend to focus our search for target businesses in Mexico, Spanish-speaking Latin America, and Hispanic businesses in the United States, while prioritizing companies with significant technological advantages and strong fundamentals. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and none of our officers, directors, promoters, or other affiliates has engaged in any substantive discussions, directly or indirectly, with representatives of potentials targets with respect to an initial business combination with us. Initially, we seek to focus our search on industries that complement our sponsor s founding team background to capitalize on their operating and investment expertise, alongside their vast network and connections within the region. We believe that our competitive advantage to source unique targets is primarily driven by: 1. Our sponsor, management and board s substantial knowledge and strong performance of its investments in the target sectors, which include, among others, finance, insurance, retail, ecommerce, spirits, pharma, education, and newly adopted consumer services and products; 2. Our wide array of local and cross-border investments through diverse platforms in which strategic execution, financial engineering, operational efficiencies, and tech-enabling proved fundamental; 3. Our deep local knowledge and connectivity in our target markets to identify opportunities and ever-changing trends; 4. Our strong entrepreneurship background coupled with investment banking formation and flawless on-the-ground execution at C-Level positions within publicly traded companies; 5. Our vast sourcing capabilities with proven experience executing robust structures with strong corporate governance; and 6. Our trusted brand with regional market recognition and established founders. 2 Table of Contents Sponsor History APx Capital ("APx"), an affiliate of APx Capital Sponsor Group LLC (our "Sponsor"), is a leading alternative investment fund headquartered in Mexico City. APx, its sponsors and founding team stand out by providing exclusive investment opportunities through extensive sourcing capabilities and creating innovative solutions for investors with customized financial services aligned to long-term objectives. As of June 2021, APx, its sponsors and founding team managed over $3.7 billion in assets, mainly comprised of financial portfolios, collateralized and structured debt facilities, distressed assets, and direct equity investments. Over the past decades, APx s founding team and its board members have developed robust relationships throughout the financial landscape. The foundation of this expansive network was built over years of experience, gaining access to institutional investors, private equity funds, hedge funds, venture capital funds, founders, entrepreneurs, and high-net-worth individuals. The community spans across countries, sectors, and industries. APx s founding team provides an entrepreneurial perspective that has established and grown across segments. Throughout their banking career, the group led over $110 billion in transactions across the region. In early 2009, the team identified a market opportunity and opted to launch its own Investment Banking ("IB") boutique and Co-founded VACE Partners. Currently, VACE Partners continues providing specialized financial services including mergers and acquisitions ("M&A"), debt structuring, capital raising and financial consulting, acting as one of the leading IB boutiques in Mexico. VACE Partners has received multiple awards by different institutions, proving its worth as a leading advisory boutique. In 2014, the team launched FHipo – the first Mortgage Real Estate Investment Trust ("MREIT") in Latin America. At that time, institutional investors had previously participated on the debt side of the Latin American mortgage market but had no access to the equity portion of such securities. FHipo represented financial innovation at its peak and conducted the largest IPO in Mexico in 2014. We subsequently acquired via a leveraged buyout a Master Servicer named HiTo, that would allow for synergies, greater control of FHipo s operations and business expansion. In parallel, we created VRE, a vertical residential developer in Mexico City that caters for the middle-income level individuals in search for central living spaces. By 2017, we had founded Yave (formerly Smartlending), a leading digital non-bank mortgage lender in Mexico. We then moved further in the value chain and launched AC Capital, to capture value in the distressed side of mortgage assets. Today, FHipo continues to be one of the sole vehicles in Latin America that allows direct access to residential mortgage portfolios. We have successfully served different investors, through various stages in the business cycle, delivering balanced risk-adjusted returns. APx s founding team has continued to pioneer by creating various vehicles and companies since, reinforcing its entrepreneurial DNA. Additionally, APx manages a special situations fund in partnership with international and local institutional investors. This platform was launched by our founders where proprietary capital is co-invested alongside Limited Partners ("LPs") into opportunistic transactions, which include public securities and private structured credit with a private equity component. Furthermore, our sponsors and board members distinguish themselves by their prominent successes throughout our target region, including businesses and investments that have undergone local and cross-border expansions; many of which have been developed, adapted, and operated in unique ways to accommodate the neighboring needs. Mr. Losada pioneered distinct retail concepts throughout Latin America. He thrived in the cross-border expansion of Office Depot to Mexico by accurately reading the society s behavioral trends and adapting the company s value proposition to better attend the local community, ensuring acceptance and loyalty. Through Petco, Mr. Losada took advantage of Mexico s changing consumer demands for pet products and services, confronting the established incumbents through ecommerce and exceptional customer service; 3 Table of Contents today, Petco is a leading pet retailer with a strong foothold across the country. This model was replicated, transforming flagship US-brands into household names south of the border such as Panda Express, Shake Shack and The Home Store. Mr. Losada also backed the launch of Price Smart, one of the largest membership warehouse clubs in Latin America, leading the membership gameplan in emerging and developing markets. Price Smart currently serves over three million cardholders across twelve countries. Mr. Proman has significant experience in the US and Latin American markets as well, overseeing more than $10 billion in transactions related to Fir Tree investments and portfolio companies, including mergers, IPO sponsorships, rights offerings, securitizations, bespoke financings and more than two dozen creative legal settlements. While many were US-based, Mr. Proman led a pipeline of investments in Brazil, Colombia, and Mexico. Our longstanding experience drives us to create unique solutions to a current problem: the need for strategic capital in Spanish-speaking Latin America and Hispanic businesses in the United States. As founders and entrepreneurs, we understand the complexities of launching, funding, scaling, consolidating and sustaining a business; therefore, our unparalleled and local expertise position us to evaluate opportunities and allocate capital effectively across markets. Our management team has the capability not only to identify but also to execute investments, consistently delivering on APx s thesis and value proposition: To recognize and foresee high-quality companies with attractive risk-reward profiles; To deliver high risk-adjusted returns to our LPs and investors; and To promote transparency, alignment of interests, and a pre-defined decision-making process. Our goal is to become a strategic partner by developing value-based businesses and investment platforms, through agile and innovative tactics and distinctive business plans, cultivating profitability while catering long-term relationships. Over the past two years, APx has analyzed over 100 opportunities that could fit into our investment criteria. Such opportunities are sourced through our founding partners and affiliated companies, where our current relation, investment, and value-add have been a keystone to open doors and amass new opportunities. Our Team s Strong Track Record FHipo: First and only MREIT in Mexico. FHipo has provided investors access to attractive low-risk mortgage-backed returns in the Mexican real estate market, allowing holders to diversify their investment portfolios. FHipo represented Mexico s largest IPO in 2014 (approximately USD $619 million), 62% allocated to foreign investors. As of June 21, 2021, FHipo s total return since its internalization on March 23, 2020 reached 69.4%. With an accumulated loan balance of approximately USD $1.4 billion, FHipo has supported thousands of Mexican families, through the origination/co-participation of more than 100,000 mortgage loans. The team has demonstrated the ability to develop a strong cash flow generating asset class through the implementation of financial innovation and high quality and diversified portfolio acquisitions, under the collaboration of innovative technology platforms such as Yave and other strategic partners such as INFONAVIT and FOVISSSTE. The APx team executed various pioneering strategies in the Mexican capital markets throughout their tenure. Under Mr. Braatz s management as CEO, FHipo was awarded "Best Social Impact Mortgage Provider" by Capital Finance International in 2017 and 2019. Yave: A leading technological non-bank mortgage and home equity loan provider in Mexico, seeking to penetrate the middle and upper-class mortgage market sector in Latin America through a simple, efficient, and accessible online experience. Yave was founded in 2017 by APx s founders and launched its product in 2018. It provides the technology, financing, and infrastructure to fuel Latin America s proptech 4 Table of Contents revolution. To date, and based on its latest capital raise, Yave has achieved an estimated 20x CoCM since its seed capital round. HiTo: Founded in 2006 to provide specialized services to the Mexican mortgage market. Its initial business objective was to structure MBS, however, in 2012, in a depressed RMBS market, the company redirected course, focusing only on mortgage loan servicing, as a Master Servicer. After a decade trying to reinvent itself, HiTo was acquired by APx s founders in 2017. The team redefined the strategy to drive growth. Through a unified growth vision, strategic changes to top-management, improved compensation schemes, expanding analytics, robust investment in R&D, and constructing collaborative networks, HiTo has increased its Net Income by 110% since its acquisition. Currently, HiTo has consolidated itself as a leading Master Servicer in the country. AC Capital fund I and II: Partnered with US-based institutional investors to acquire a pool of distressed mortgage assets in Mexico. The portfolio was managed for three years, during which 1,500+ loans were collected through sale of legal rights to investors and payment agreements with debtors; revenue from collections was 4.4x the price paid. Divestment of the remaining assets was achieved in December 2020, attaining 1.7x the total price paid. VRE Capital fund I, II and III: Real estate investment, development and asset management firm operating in Mexico s biggest cities. VRE s philosophy is to create superior value to its stakeholders through smart and methodical decision-making. The firm was founded in 2016 by APx s founders. VRE has developed and managed 13 residential and commercial projects in Mexico and is currently structuring a new investment strategy related to the listing of a Multifamily REIT in the local capital markets that seeks to capture the massive opportunity in the Mexican housing market. VRE s first fund attained an IRR of 14.7% in USD, its second and third funds are still active. Market Opportunity We consider that there are vast opportunities in the region, particularly after the behavioral shifts consumers have experienced due to COVID 19 pandemic. The new reality accelerated digitalization and technology trends. From 2016 to 2020, both internet penetration and mobile penetration increased in Mexico and in Spanish Speaking Latin America at a much higher pace than in the U.S. and in most of the European countries. Internet penetration increased from 57% in 2015 to 70% in 2020 in Mexico, from 41% to 61% in Peru and from 56% to 63% in Colombia, among other countries in the region. During the same period, internet penetration grew from 75% to 90% in U.S., from 92% to 94% in U.K. and from 88% to 90% in Germany. In addition, mobile penetration in Latin America is expected to reach 73% by 2025 (from 68% in 2019), while by the same year, the North America is expected to reach 85% (from 83% in 2019) and Europe is expected to reach 87% (from 86% in 2019), reflecting strong technology adoption expected for the region, providing ample opportunities for several companies throughout different sectors. The Latin American and U.S. economic rebound is expected to be led by a more service-oriented framework, with stronger private consumers, boosting the regions economic output and creating room for innovative and disruptive business models to grow exponentially. E-commerce grew 37% in the Latin America region from 2019 to 2020, and is expected to grow at a 18.7% CAGR from 2019 to 2025, representing approximately 9% of total retail sales in the region, while in 2016 e-commerce solely represented approximately 4% of total retail sales. The healthcare sector is also experiencing a digital transformation. The telehealth market in Latin America grew 43% from 2019 to 2020, increasing revenue from US$0.82 billion to US$1.17 billion. Digital banking and fintech penetration in Latin America s top 6 markets has increased exponentially during recent years, reaching a 70% market share in 2021, from approximately 55% in 2017. From this growth, only 3% to 5% derives from traditional banks, demonstrating how digital accounts and fintech s have impacted the regional market. We strongly believe that the digital adoption in the region is still in early stages, but most of the high-quality businesses across the most relevant sectors are suffering from the capital constraints and the lack of 5 Table of Contents available funding to develop and expand their business models, which limits their growth potential in the long run. Based on this, we will focus on industries and businesses that are either consolidating or have strived through the recent volatile environment, triggered by the pandemic, and continue to create value for their customers through cross-border expansion or technological advancements. We aim to help the target company by providing the necessary funding to continue developing its business and with strong experience and know-how managing and expanding companies across the region, in order to unlock its growth potential. In addition to the industry opportunity, supportive regulatory frameworks in both Brazil and Mexico should enable further growth in the region. In the case of Brazil, the Central Bank has passed a series of measures throughout recent years to increase efficiency, transparency and competition. In Mexico, there is a national digital strategy and programs being established that support digitalization such as "Internet para Todos" that was recently launched with the main objective of raising internet coverage to 95% of the population by 2024, from 70% in 2019. The "Internet para Todos" project has a total budget of US $56 million. Additionally, the president Andr s Manuel Lopez Obrador increased the budget allocated to the information technology and communications industry for 2021 by 60% from MXN$17,474 million in 2020 to MXN$27,930 million. On the other hand, the United States-Mexico-Canada Agreement and particular regulation such as the , ' ': Ley Fintech that promotes Open Banking should act as a catalyst for growth, development and productivity. Our Team, Sponsors & Board Members We intend to identify and seek to consummate a business combination with a company that could benefit from a hands-on partner with extensive financial, operational, strategic, and technology implementation experiences. Even fundamentally sound companies can often underperform due to underinvestment, temporary periods of dislocation in the markets in which they operate, over-levered capital structures, excessive cost structures, incomplete management teams and/or inappropriate business strategies. APx s founding team, sponsors and board members have extensive experience in identifying, structuring, and executing acquisitions across various industries to capture arbitrage opportunities and managing assets to optimize business performance. Our founding team has been instrumental in implementing business overhauls and helping them transition to the public markets. We have an extensive network of relationships, the result of our long careers in the industry, ranging from owners of private and public companies, private equity funds, government institutions and regulators. We believe that this network will allow us to source a substantial number of attractive risk-adjusted acquisition opportunities. Our ability to identify and implement value creation initiatives will remain central to our unique acquisition strategy. Our objective is to generate attractive financial returns and create significant value for our shareholders, leveraging our experience and relationships with top individuals and industry players in the region. APx, along with its affiliates, has a dedicated operations team that assists in due diligence processes and oversees the onboarding of new investments, negotiates with management teams, assesses key valuation metrics, and develops initiatives to enhance the performance of the implemented strategies. We anticipate utilizing APx's platform to provide us with access to its team, deal prospects and network, along with any necessary resources to aid in the identification, diligence, and operational support of a target for our initial business combination. Given the unique characteristics and acquisition criteria of APx Acquisition Corp. I, we do not anticipate any potential conflict of interest when deciding which vehicle will pursue and fund a potential business combination. Please refer to the "Acquisition Criteria" section of this Offering for further detail. We will seek to capitalize on the entrepreneurial, operating and investing experience of APx s founders and board members. Together, they have a combined experience of over 100 years in financial services as founders, C-level executives, and investors. Our management team will consist of our two executives and will be supported by four board members, as described below. 6 Table of Contents Daniel Braatz serves as our Chief Executive Officer and Chairman of the Board. Mr. Braatz is regarded as a top entrepreneur in the financial service, alternative assets, distress and real estate sectors in Mexico, given his track record of identifying promising opportunities and fostering their growth to become proven performers. Mr. Braatz serves as CEO and Chairman of the Board of APx Capital. Mr. Braatz co-founded FHipo, leading the way for a new asset class in Mexico. Under his leadership, FHipo became the first MREIT in the region with over US$1.4 billion in AUM and the first REIT to execute a full internalization of its external manager leading to significant returns to shareholders and promoting the implementation of best practices for local capital markets. Mr. Braatz is also founder of other successful businesses such as (i) Yave, a leading non-bank digital mortgage lender in Mexico, (ii) VRE, a vertical residential developer, and (iii) AC Capital, a distressed asset fund. Finally, Mr. Braatz led the M&A and debt efforts for the acquisition of HiTo as part of APx portfolio, implementing an aggressive leverage buyout that ultimately was successfully repaid thanks to the company s outperformance. He has extensive experience and track record executing landmark transactions as well as in investing and creating investment platforms in US and Latin America with a combined AUM of over US$1.8 billion. Mr. Braatz is also an active LP investor through different funds and companies, holding board and LPAC positions. Mr. Braatz currently serves as a board member of FHipo, Infosel, Conjunto Inmobiliario Polanco, Yave, Parkour Ventures and AC Capital and also holds an LPAC position in Yaax Capital. Additionally, Mr. Braatz co-founded VACE Partners, where he advised and led high-profile transactions in Mexico and Latin America. Prior to his entrepreneurial life, Mr. Braatz worked at Citigroup as an investment banker, where he led iconic M&A transactions such as the acquisition of Aeromexico, the sale of Grupo Gigante, and the auction of FARAC I. Mr. Braatz holds a B.S. in Industrial Engineering from Instituto Tecnol gico Aut nomo de M xico (ITAM). Xavier Martinez serves as our Chief Financial Officer. Mr. Martinez has been a member of APx Capital since inception, analyzing deal flow and execution of M&A, equity raising, and key investments. Prior to APx, Xavier served as Vice President of Investments and Chief Business Development Officer at FHipo, where he evaluated, issued, and invested in diverse types of mortgage securities such as residential mortgage portfolio and MBS equity tranches. During his tenure at FHipo, Mr. Martinez planned, structured, and executed financing transactions in both public and private markets in excess of US$1.0 billion. Furthermore, Mr. Martinez played a key role in securing both of FHipo s capital market equity issuances. Mr. Martinez is co-founder of Yave, where he led the business development strategy, developing its business plan and executing its initial capital raise. Mr. Martinez received a B.A. in Economics from Universidad Iberoamericana and an MBA from the Kellogg School of Management at Northwestern University. Alfredo Vara serves as one of our directors. Mr. Vara is co-founder and member of the board of APx Capital. Has more than 25 years of experience in the public and private financial sector, through diverse financial institutions and investing platforms with AUM in excess of US$1.5 billion). Mr. Vara is co-founder of VACE Partners, directing diverse transactions through Mexico and Latin America including M&A, structured debt, capital raising, and financial advice, among others. Mr. Vara is Co-founder, member of the board, and the first managing partner of FHipo, and is currently involved in the vehicle s strategic decision-making. Mr. Vara is co-founder and board member of AC Capital and Yave. Mr. Vara is the largest minority investor in HiTo, master administrator platform, and advisor to the board. Mr. Vara was General Director of Banobras, the fifth largest bank in Mexico by loan portfolio, from February 2017 to November 2018 and during his tenure financial performance was substantially improved while financial access was promoted. Banobras became the first issuer of sustainable bonds in Latin America, among other important achievements. Mr. Vara was also in charge of overseeing FONADIN s investments, the biggest MLP in Mexico. Mr. Vara has served as board member, at different times, of Afore XXI, Infonavit, Fincasa, Finrural, among others. Prior to his entrepreneurial experiences, Mr. Vara was a first level officer at IPAB (Instituto para la Protecci n al Ahorro Bancario). He also worked for Deutsche Bank s Latin American Global Market Sales Group, where he headed the Debt Local Capital Markets effort in Mexico. Mr. Vara is currently working on several new initiatives. Mr. Vara holds a B.S. in Economics from ITAM, and an MBA and M.A. in Economics from Yale University. 7 Table of Contents David Proman will serve as one of our independent directors following the completion of this offering. Mr. Proman is currently CEO of Global X Digital, a renewable energy powered, private bitcoin miner and blockchain infrastructure company headquartered in Oklahoma City. Mr. Proman recently transitioned from his role as a Partner and Managing Director at Fir Tree, a New York based private investment firm that invests worldwide in public and private companies, real estate, and sovereign debt. Mr. Proman has deep expertise in many industry sectors including commodity, infrastructure, real estate, direct lending, fintech and digital assets, as well as having significant operational and corporate governance experience. As a senior investment team partner, Mr. Proman acted as a fiduciary to Fir Tree s Limited Partners and managed many of the firm s most successful, high profile investments – from idea generation through diligence, structuring, sourcing, trading, capital allocation, value creation and exit. During his 11 years at Fir Tree, he was responsible for a wide range of complex, large scale transactions, including spearheading the firm s decade long, multi-billion-dollar activist RMBS recovery effort. Mr. Proman also has significant merger and acquisition and capital markets transaction experience, negotiating, structuring, and overseeing more than $10 billion in transactions related to Fir Tree investments and portfolio companies. Mr. Proman served on the boards of directors of both public and private companies, including many commodity production, infrastructure and real estate businesses. He is an expert in corporate governance and has also formed and led various steering committees on behalf of large institutional investors. Prior to his role at Fir Tree, Mr. Proman was a Portfolio Manager and Analyst at Kore Advisors, a fixed income investment manager. At Kore, his duties included the valuation, analysis, trading and portfolio management of credit, equities, derivatives, and swaps (credit default, interest rate and total return). He was also responsible for sales and trading relationships across 30+ counterparties (corporate credit, ABS, rates, repo and prime brokerage). Mr. Proman received a B.A. in Economics from the University of Virginia in 2004. Diego Dayenoff will serve as one of our independent directors following the completion of this offering. Mr. Dayenoff is a Senior Managing Director at Key Square, where he has a focus on equity and credit investments. Prior to Key Square, he served as a Managing Director and Partner at Fir Tree from 2011 to 2017. At Fir Tree he oversaw sovereign, credit, and equity investments. Prior to joining Fir Tree, Mr. Dayenoff worked at Eton Park in their Emerging Markets team where he focused on public market opportunities across Latin America from 2008 to 2011. Prior to Eton Park, he worked at SAC in the convertible arbitrage group and Lehman Brothers in their US credit proprietary trading desk. Mr. Dayenoff received an M.B.A. from Harvard Business School where he was a Baker Scholar and a B.S. in Business Administration with honors from the University of Buenos Aires. Angel Losada Moreno will serve as one of our independent directors following the completion of this offering. Mr. Losada currently acts as President of the Board of Directors of Grupo Gigante, S.A.B. de C.V., a publicly listed company in Mexico. Mr. Losada is also the president of the board of directors of the following companies: (i) Office Depot de Mexico, (ii) Toks restaurants, (iii) Grupo Gigante Inmobiliario and (iv) Grupo Presidente, a hotel, restaurant, and club manager company in Mexico. Mr. Losada is also a member of boards of directors of several other companies, such as Telefonos de Mexico, S.A. de C.V., Grupo Financiero Banamex - Citigroup, S.A., VerBien para Aprender Mejor Foundation, A.C., National Chamber of Commerce of the city of Mexico and Food Marketing Institute of the United States of America. In addition, Mr. Losada has been the president of the board of directors of the Mexican National Association of Supermarkets and Departmental Stores, A.C. (ANTAD). Mr. Losada has a B.S. in Business Administration from Anahuac University. Our management team has extensive knowledge of the region and the required skills to search for and consummate a business combination. Furthermore, our team has the experience required to carry out a successful business plan, implement growth initiatives, conduct further acquisitions, optimize capital structure, and lever their network in benefit of the acquired business, as displayed through their track record. Moreover, our board members possess a set of invaluable attributes that we believe will enhance our ability to create value for our shareholders through a successful business combination. Our board members have been serial entrepreneurs and investors, collectively serve on more than a dozen company boards and 8 Table of Contents committees and have first-hand knowledge of potential opportunities in the region that could lead to an attractive business combination. Notwithstanding the foregoing, the past successes of our management team, APx, our other officers and directors, and their respective affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or realize success with respect to any business combination we may consummate. You should not rely on the historical record of such individuals or entity s performance as indicative of our future performance. None of our officers or directors has had experience with blank check companies or special purpose acquisition companies in the past. Target Business Focus Our approach is to identify and execute a business combination in which we can apply our distinctive blend of experience and skills to create value for our shareholders over time. We believe our combination of profound expertise and our proven entrepreneurial and corporate operating experience, alongside our strong network of relationships and knowledge of the region will allow us to identify an extensive range of attractive combination opportunities and successfully bring one to the U.S. capital markets, unleashing its full potential. We intend to focus our search on Latin American target businesses with a natural focus in certain countries such as Mexico, the United States Hispanic market, Chile, Peru and Colombia. However, we are not limited to companies in this geographic area. We believe that there is a rich opportunity to focus on many growth-stage businesses that have limited access to credit or other capital sources, and that have high-growth prospects and proven business models and are led by qualified entrepreneurs and strong management teams that focus on value creation across the region. We propose to focus our search on companies that could achieve cross-border expansions, have a unique story or value proposition and have the capacity to be technologically enabled. We intend to identify and acquire a business that could benefit from leveraging our extensive operational, capital markets and investment management experience in the Latin American markets and that present an attractive risk-adjusted return profile. We will seek to capitalize on Latin America s growing sectors by looking to meet the capital needs of high-growth middle-market companies that are well positioned in the competitive local and regional landscape to thrive as public businesses. More importantly, we believe the region offers attractive entry valuations and a favorable investment climate for providers of smart capital. Latin America is an emerging economy with high rates of projected growth for innovative businesses and relatively scarce equity financing. We intend to capitalize on this unfulfilled equity demand. Latin America has strong performing companies seeking access to capital and managerial expertise to take them to the next stage of development. We intend to leverage our team s collective managerial, operational, financial, technological, and transactional expertise to build a strong business with competitive advantages to emerge as a leading public company. We have confidence that many companies will need a partner that can assist in providing more experienced operational and financial guidance to support their growth, as well as a strategic decision-making to enhance technological capabilities and facilitate expansion. Our team includes a variety of professionals who will assist a target business access the public markets. Our team, sponsors and board members consist of professionals who have decades of experience in capital markets globally. In addition, we intend to provide strategic, marketing and planning guidance in conjunction with high-level access to relevant industry players. We will seek to play an active role in the institutionalization of the target company, not only in terms of corporate governance and information compliance, but also in strengthening management capacity by leading the selection of key individuals that complement the skills of existing teams. Furthermore, we believe that through our extensive networks and recognized position in the industry, we will also help foster new sales, suppliers, technological implementation, and strategic relationship opportunities, including joint ventures, 9 Table of Contents acquisitions and other partnerships that represent significant value creation opportunities for the target company. Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into an initial business combination with a target business that does not meet one or all of these criteria and guidelines. We intend to acquire companies that: are established companies with proven business models, strong operations and fundamentals for revenue and bottom-line growth; can use technology to drive significant operational improvements and efficiency gains, or improve their strategic positions by implementing technology solutions to differentiate product offerings; have leading, growing or strong industry positioning, or are well positioned to participate as a consolidator in its sector; have room to achieve better results by leveraging the operating and financial experience of our management team; generate or have the potential to generate solid, stable and predictable free cash flows; are prepared to be publicly listed in the US, with the capability to operate in the scrutiny of public markets, with strong management, corporate governance, and reporting policies either in place or can be easily implemented; and have an experienced management team that can implement growth initiatives, organic and inorganic with access to a primary capital injection. These criteria are not intended to be limitative or exhaustive. Any evaluation relating to the merits of a particular initial business combination might be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria our management may deem relevant. We believe our management team s extensive network; broad industry knowledge and highly regarded experience will result in a robust deal flow from which we may select a target. Why Now The current economic situation in Latin America caused by the COVID-19 health crisis and the inconsistencies resulting from inadequate economic policy decision-making in most countries provide a unique opportunity for international investors to capitalize in fast growing companies that in the past, or in a stable economic environment, would have many other alternatives for capital investments to strengthen their competitive position. Latin America s local markets lack investor depth and liquidity, thwarting the ability to take complete advantage of basic and sophisticated capital market investments and structures. This limits the capacity for high-growth companies to raise equity organically or debt at attractive terms, hindering the progress of these companies and establishing a need for external forces to supply equity investments. The economic crisis has derived in momentarily value dislocation, common to a wide variety of industry sectors and geographies originated from an imbalance in revenue and costs, customer shift in preferences, inability to adopt technology as a new lever for efficiency and growth, and lack of fiscal and 10 Table of Contents economic support from governments in certain countries. This value displacement has created an opportunity for a vehicle like this to partner with champions in their sectors and fund business expansion. Latin America s capital markets and banking penetration continue to lag developed economies, it is expensive and lengthy for a company to access the public equity markets; although numerous countries have implemented policies to diminish such gap, and while some have been relatively successful, in general, these efforts have proved trivial. The lack of efficient capital markets provides an opening for sophisticated investors to exploit and for businesses to seek international capital that, via a diversified investor base, should reflect the company s true equity value. We consider that this market imperfection makes us attractive given that businesses seek alternative sources of funding and consider a US listing as a competitive advantage to foster future growth. Finally, profitable transactions, providing proof of concept for both target businesses and investors have bolstered the development and trust of SPACs in the region, which remain attractive and continue to bear minimal competition. We believe that the current economic conditions and the healthy performance of recent transactions, combined with APx founder team s experience, will allow our group to capitalize on a profitable investment opportunity. Initial Business Combination Nasdaq rules require and our amended and restated memorandum and articles of association provide that we must consummate an initial business combination with one or more operating businesses or companies with assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commission held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination upon standards generally accepted by the financial community. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the 11 Table of Contents business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our directors and officers presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check companies and other entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she may be required to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. To address the matters set out above our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. In addition, our amended and restated articles of association will contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to our company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. 12 Table of Contents Corporate Information Our executive offices are located at Juan Salvador Agraz 65, Contadero, Cuajimalpa de Morelos, 05370, Mexico City, Mexico and our telephone number is +52 (55) 4744 1100. Upon completion of this offering our corporate website address will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to "emerging growth company" will have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not equal or exceed $700 million as of the prior June 30. 13 Table of Contents The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled "Risk Factors." Securities offered: 15,000,000 units (or 17,250,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-half of one redeemable warrant. Nasdaq symbols: Units: "APXIU" Class A Ordinary Shares: "APXI" Warrants: "APXIW" Trading commencement and separation of Class A ordinary shares and warrants: The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or the immediately following business day if such 52nd day is not a business day) unless BofA Securities, Inc., the representative of the underwriters, inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. 14 Table of Contents Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 15,000,000(1) Ordinary shares: Number outstanding before this offering 4,312,500(2) Number outstanding after this offering 18,750,000(1) (3) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 8,050,000(1) Number of warrants to be outstanding after this offering and the private placement 15,550,000(1)(4) (1)Assumes no exercise of the underwriters over-allotment option and the surrender of 562,500 founder shares to us for no consideration. (2)Includes up to 562,500 founder shares that may be surrendered to us for no consideration depending on the extent to which the underwriters over-allotment option is exercised. (3)Comprised of 15,000,000 Class A ordinary shares included in the units to be sold in this offering and 3,750,000 Class B ordinary shares (or founder shares). Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption "Founder shares conversion and anti-dilution rights." (4)Comprised of 7,500,000 public warrants included in the units to be sold in this offering and 8,050,000 private placement warrants to be sold in the private placement. Exercisability Each whole warrant offered in this offering is exercisable to purchase one Class A ordinary share. Only whole warrants are exercisable. No fractional 15 Table of Contents warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price referred to below under "Redemption of warrants when the price per share of Class A ordinary share equals or exceeds $10.00" and "Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00" will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price referred to below under "Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00" will be adjusted (to the 16 Table of Contents nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided, in each case, that we have an effective registration statement under the Securities Act covering the issuance of Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC and have an effective registration statement covering the issuance of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the issuance of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a "covered security" under Section 18(b)(1) of the Securities 17 Table of Contents Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities—Warrants—Public Shareholders Warrants—Anti-dilution Adjustments") for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the "Reference Value"). We will not redeem the warrants unless an effective registration statement under the Securities Act covering the issuance of Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities 18 Table of Contents laws. As a result, we may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive the number of shares determined by reference to the table set forth under "Description of Securities—Warrants—Public Shareholders Warrants" based on the redemption date and the "fair market value" of our Class A ordinary shares (as defined below); if, and only if, the Reference Value (as defined above under "Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00") equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities—Warrants—Public Shareholders Warrants—Anti-dilution Adjustments"); and if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities—Warrants— Public Shareholders Warrants—Anti-dilution Adjustments"), the private placement warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder s ability to cashless exercise its warrants) as the outstanding public warrants, as described above. The "fair market value" of our Class A ordinary 19 Table of Contents shares for the above purpose shall mean the volume-weighted average price of our Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon exercise or redemption. If, upon exercise or redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled "Description of Securities—Warrants—Public Shareholders Warrants" for additional information. Accounting for the public warrants and private warrant The public warrants that will be issued in this offering and the private warrants that will be issued concurrently with this offering will be accounted for outside of shareholders equity and included in our financial statements as a current liability measured at the estimated fair value of the total outstanding public and private warrants. In addition, at each reporting period (1) the accounting treatment of the warrants will be re-evaluated for proper accounting treatment as a liability or equity and (2) if applicable, the fair value of the liability of the public and private warrants will be re-measured and the change in the fair value of the liability will be recorded as other income (expense) in our income statement. Founder shares On May 21, 2021, we issued to our sponsor an aggregate of 4,312,500 founder shares in exchange for a capital contribution of $25,000, or approximately $0.006 per share. On November 8, 2021, our sponsor transferred 20,000 of our founder shares to two of our independent directors, Angel Losada Moreno and David Proman, in each case at their original purchase price. These 40,000 shares will not be subject to forfeiture in the event the underwriters over-allotment option is not exercised and will not be eligible to participate in any share capitalization if we increase the size of the offering or issue additional founder shares. The founder shares held by our sponsor will be subject to forfeiture in the event the underwriters over- 20 Table of Contents allotment option is not exercised. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per-share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 17,250,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. If we increase or decrease the size of this offering, we will effect a capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 562,500 of the founder shares may be surrendered by our sponsor for no consideration depending on the extent to which the underwriters over-allotment option is not exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of Class B ordinary shares will have the right to vote on the appointment and removal of directors prior to our initial business combination and holders of our founder shares may by way of ordinary resolution remove a member of the board of directors for any reason; in respect of any vote or votes to continue the company in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational documents of the company in such other jurisdiction), which requires the approval of at least two-thirds of the votes of all ordinary shares, holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share; the founder shares are subject to certain transfer restrictions contained in a letter agreement that 21 Table of Contents our initial shareholders, directors and officers have entered into with us, as described in more detail below; the founder shares are entitled to registration rights; pursuant to such letter agreement, our initial shareholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination; (ii) waive, to the extent such rights exist, their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus), although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. If we submit our initial business combination to our public shareholders for a vote, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which 22 Table of Contents requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. As a result, in addition to our initial shareholders founder shares, we would need 5,625,001, or 37.5%, of the 15,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption "Founder shares conversion and anti-dilution rights." Transfer restrictions on founder shares Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under "Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants." Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) we consummate a transaction after our initial business combination which results in our shareholders having the right to exchange their 23 Table of Contents shares for cash, securities or other property, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. The term "equity-linked securities" refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Appointment of directors; Voting Holders of record of our Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in our amended and restated memorandum and articles of association, or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company is 24 Table of Contents generally required to approve any matter voted on by our shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and pursuant to our amended and restated memorandum and articles of association, such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following our initial business combination, the holders of more than 50% of our ordinary shares voting for the appointment of directors can appoint all of the directors. Only holders of Class B ordinary shares will have the right to vote on the appointment or removal of directors prior to our initial business combination. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In respect of any vote or votes to continue the company in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational documents of the company in such other jurisdiction), which requires the approval of at least two-thirds of the votes of all ordinary shares, holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to appoint and remove directors and to continue the company in a jurisdiction outside the Cayman Islands may be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of the founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. If we seek shareholder approval of our initial business combination, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open 25 Table of Contents market and privately-negotiated transactions) in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 5,625,001, or 37.5%, of the 15,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 8,050,000 private placement warrants (or 8,950,000 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $8,050,000 in the aggregate (or $8,950,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $153,000,000 (or $175,950,000 if the underwriters exercise its over-allotment option in full) will be held in the trust account. The private placement warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private placement warrants (i) will not be redeemable by us, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. If we do not complete our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus), the private placement warrants will expire worthless. Transfer restrictions on private placement warrants The private placement warrants (including the 26 Table of Contents Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under "Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants." Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $153,000,000, or $175,950,000 if the underwriters over-allotment option is exercised in full ($10.20 per unit in either case, which amount may be increased by $0.20 per unit sold in this offering in the event we decide to extend the time to consummate our business combination by six months), will be deposited into a segregated trust account located in the United States at Bank of America, National Association with Continental Stock Transfer & Trust Company acting as trustee, after deducting $3,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $3,450,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2,050,000 to pay fees, offering expenses and other operating expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $8,050,000 (or up to $8,950,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we have not completed our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus), subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our 27 Table of Contents obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity. The funds held in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Ability to extend time to complete initial business combination We will have until 15 months from the closing of this offering to consummate an initial business combination. However, in our sole discretion, we may, but are not obligated to, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 21 months to complete a business combination); provided that our sponsor (or its designees) must deposit into the trust account funds equal to $0.10 per unit sold in this offering, for an aggregate additional amount of $1,500,000 (or $1,750,000 if the underwriters over-allotment option is exercised in full) for each such extension, in exchange for a non-interest bearing, unsecured promissory note to be repaid by us following our business combination. Such loan may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. If we are unable to consummate an initial business combination within such time period, we will, as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust account and net of interest that may be used by us to pay our taxes, and less up to $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish the public stockholders rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law and as further described herein, and then seek to dissolve and liquidate. We expect the pro rata redemption price to be approximately $10.20 per unit (regardless of whether or not the underwriters exercise their over-allotment option, which amount may be 28 Table of Contents increased by $0.20 per unit sold in this offering in the event we decide to extend the time to consummate our business combination by six months), without taking into account any interest earned on such funds. However, we cannot assure you that we will in fact, be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public stockholders. Our public stockholders will not be afforded an opportunity to vote on our extensions of time to consummate an initial business combination described above or redeem their shares in connection with such extensions. However, our public stockholders will be entitled to vote and/or redeem their shares in connection with a stockholder meeting held to approve an initial business combination or in a tender offer undertaken in connection with such an initial business combination if we propose such a business combination during any three month extension period. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the deadline, must deposit into the trust account an aggregate of $1,500,000 (or $1,750,000 if the underwriters over-allotment option is exercised in full, or $0.10 per unit) on or prior to the date of the deadline, for each such extension. Any such payments would be made in the form of a non-interest bearing loan which would be due and payable on the consummation of our initial business combination out of the proceeds of the trust account released to us. Such loan may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. If we do not complete a business combination, we will repay such loans solely from assets not held in the trust account, if any. In the event that we receive notice from our sponsor five days prior to the deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the deadline. In addition, we intend to issue a press release the day after the deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or permitted designees are not obligated to extend the time for us to complete our initial business combination. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. 29 Table of Contents Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $153,000 per year, assuming an interest rate of 0.1% per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be $650,000 in working capital after the payment of approximately $1,400,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us; provided that any such loans will not have any claim on the funds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the private placement warrants. There is no limitation on our ability to raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination. Conditions to completing our initial business combination Nasdaq rules require and our amended and restated memorandum and articles of association provide that we must consummate an initial business combination with one or more operating businesses or companies with assets with a fair market value equal to at least 80% of the net assets held in the 30 Table of Contents trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commission held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination upon standards generally accepted by the financial community. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the issued and outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more 31 Table of Contents than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the transactions together as our initial business combination for purposes of seeking shareholder approval or conducting a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See "Proposed Business—Effecting Our Initial Business Combination— Permitted Purchases of Our Securities." for a description of how our sponsor, initial shareholders, directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. Our sponsor, directors, officers, advisors or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. 32 Table of Contents The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining shareholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our Class A ordinary shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.20 per public share, which amount may be increased by $0.20 per unit sold in this offering in the event we decide to extend the time to consummate our business combination by six months. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the 33 Table of Contents completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq s shareholder approval rules. The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of two-thirds of our ordinary shares entitled to vote thereon. If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will: conduct the redemptions in conjunction with a 34 Table of Contents proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. A quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our initial shareholders will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders founder shares, we would need 5,625,001, or 37.5%, of the 15,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will: 35 Table of Contents conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to, at the holder s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for 36 Table of Contents redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares. Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business 37 Table of Contents combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public shareholders who exercise their redemption rights as described above under "Redemption rights for public shareholders upon completion of our initial business combination," to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from 38 Table of Contents the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing of the initial business combination for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association provide that we will have only 15 months from the closing of this offering to complete our initial business combination. However, in our sole discretion, we may, but are not obligated to, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 21 months to complete a business combination); provided that our sponsor (or its designees) must deposit into the trust account funds equal to $0.10 per unit sold in this offering, for an aggregate additional amount of $1,500,000 (or $1,750,000 if the underwriters over-allotment option is exercised in full) for such extension, in exchange for a non-interest bearing, unsecured promissory note to be repaid by us following our business combination. Such loan may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. If we have not completed our initial business combination within such period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. 39 Table of Contents There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the allotted time period. Our sponsor, officers and directors have entered into an agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus). However, if our initial shareholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time period. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Redemption rights in connection with proposed amendments to our amended and restated memorandum and articles of association Our sponsor, officers and directors have agreed, pursuant to a letter agreement, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, unless we provide our public 40 Table of Contents shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described above under "Limitations on redemptions." For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal, and in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; payment to our sponsor or an affiliate thereof of up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to us and other expenses and obligations of our sponsor; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended 41 Table of Contents initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled "Management—Committees of the Board of Directors—Audit Committee." 42 Table of Contents Risks We are a blank check company that has conducted no operations and has generated no revenues to date. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should consider not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see "Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419." You should carefully consider these and the other risks set forth in the section entitled "Risk Factors." 43 Table of Contents Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. September 30, 2021 Actual As Adjusted Balance Sheet Data: Working (deficiency) capital(1) $ (518,318 ) $ 136,882,422 Total assets(2) $ 536,440 $ 154,168,122 Total liabilities(3) $ 518,318 $ 17,285,700 Value of ordinary shares subject to possible redemption(4) — 136,864,300 Shareholders equity(5) $ 18,122 $ 18,122 (1)The "as adjusted" calculation includes $153,000,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $650,000 of cash held outside the trust account, plus $18,122 of actual shareholders equity on September 30, 2021, plus $500,000 of prepaid D&O insurance premiums, less $5,250,000 of deferred underwriting commissions, less $12,035,700 of warrant liability. (2)The "as adjusted" calculation equals $153,000,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $650,000 in cash held outside the trust account, plus $18,122 of actual shareholders equity on September 30, 2021, plus $500,000 of prepaid D&O insurance premiums. (3)The "as adjusted" calculation equals $5,250,000 of deferred underwriting commissions and $12,035,700 of warranty liability, assuming the underwriters over-allotment option is not exercised. (4)The "as adjusted" calculation equals the "as adjusted" total assets, less the "as adjusted" total liabilities, less the "as adjusted" shareholders equity. (5)Excludes Class A common stock purchased in the public market which are subject to redemption in connection with our initial business combination. If our initial business combination is not consummated, the funds held in the trust account, less amounts we are permitted to withdraw as described in this prospectus, will be distributed solely to our public shareholders. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and a majority of the outstanding ordinary shares voted are voted in favor of the business combination (if a vote is required or being obtained). 44 Table of Contents SUMMARY OF Risk FACTORS We are a blank check company that has conducted no operations and has generated no revenues to date. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled "Risk Factors," that represent challenges that we face in connection with the successful implementation of our strategy. The occurrence of one or more of the events or circumstances described in the section titled "Risk Factors," alone or in combination with other events or circumstances, may adversely affect our ability to effect a business combination, and may have an adverse effect on our business, cash flows, financial condition and results of operations. Such risks include, but are not limited to: we are a newly formed company with no operating history and no revenues; our ability to continue as a "going concern;" we may not be able to complete our initial business combination within the prescribed time frame; you will not have any rights or interests in funds from the trust account, except under certain limited circumstances; negative interest rate for securities in which we invest the funds held in the trust account; our shareholders may be held liable for claims by third parties against us; if third parties bring claims against us, the funds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share; subsequent to completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges; conflicts of interest of our sponsor, officers and directors; we may have a limited ability to assess the management of a prospective target business; our public shareholders may not be afforded an opportunity to vote on our proposed business combination; the absence of a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree; we may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you; we may amend the terms of the public warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants; our competitors have advantages over us in seeking business combinations; we may be unable to obtain additional financing; our warrants may have an adverse effect on the market price of our Class A ordinary shares; 45 Table of Contents we may issue additional equity and/or debt securities to complete our initial business combination; our sponsor controls a substantial interest in us; if we seek shareholder approval of our initial business combination, our sponsor, who controls a substantial interest in us, has agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote; the ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, may not allow us to complete the most desirable business combination or optimize our capital structure, and will increase the probability that our initial business combination would be unsuccessful; lack of protections normally afforded to investors of blank check companies; possibility of losing the ability to redeem all shares equal to or in excess of 15% of our Class A ordinary shares if we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules; Nasdaq may delist our securities from trading on its exchange; we may only be able to complete one business combination with the proceeds of this offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services; we are not registering the Class A ordinary shares issuable upon exercise of the warrants sold as part of the units in this offering at this time, and such registration may not be in place when an investor desires to exercise such warrants; shares being redeemed and warrants becoming worthless; events which may result in the per-share amount held in our trust account dropping below $10.20 per public share; our directors may decide not to enforce the indemnification obligations of our sponsor; if, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or winding-up petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced; because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business s operations; we may seek acquisition opportunities in companies that may be outside of our management s areas of expertise; impact of COVID-19 and related risks; if we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations; and changes in laws or regulations, or a failure to comply with any laws and regulations, tax consequences to business combinations may adversely affect our business, investments and results of operations. 46 Table of Contents Cautionary Note Regarding Forward-Looking Statements Some of the statements contained in this prospectus may constitute "forward-looking statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about: our ability to select an appropriate target business or businesses; our ability to complete our initial business combination; our expectations around the performance of the prospective target business or businesses; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; our potential ability to obtain additional financing to complete our initial business combination; our pool of prospective target businesses; our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic; the ability of our officers and directors to generate a number of potential business combination opportunities; our public securities potential liquidity and trading; the lack of a market for our securities; the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; the trust account not being subject to claims of third parties; or our financial performance following this offering. The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. 47 Table of Contents Risk Factors An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Risks Relating to Our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. We may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such approval. Accordingly, we may complete our initial business combination even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete. Please see the section entitled "Proposed Business—Effecting Our Initial Business Combination—Effecting Our Initial Business Combination—Shareholders May Not Have the Ability to Approve Our Initial Business Combination" for additional information. Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, your only opportunity to effect your investment decision regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination. 48 Table of Contents Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination within the required time period. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. We expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of this offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. In addition, as our strategy is to focus on business combination targets in Latin America, where there is a more limited pool of targets, we may be unable to find a suitable business combination target. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination within the required time period. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. We may seek to enter into a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with a business combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon completion of our initial business combination, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon completion of our initial business combination or less than such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption of our public shares and the related business combination, and we may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. If we are able to consummate an initial business combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. 49 Table of Contents At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination. In addition, the amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market. The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our business combination deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus). Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. Our search for a business combination, and any partner business with which we ultimately complete a business combination, may be materially adversely affected by the ongoing coronavirus (COVID-19) pandemic and the status of debt and equity markets. 50 Table of Contents The COVID-19 pandemic has resulted in, and a significant outbreak of other infectious diseases could result in, a widespread health crisis that has adversely affected the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, the continuing surges of COVID-19 cases, along with potential new strains and variants being discovered and challenges associated with the roll out and availability of vaccines have resulted in the reimposition of certain restrictions in certain countries, particularly in Latin America, and may lead to other restrictions being implemented in response to efforts to reduce the spread of COVID-19. We may be unable to complete a business combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors or the partner business s personnel, vendors and services providers are unavailable to negotiate and complete a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to complete a business combination, or the operations of a partner business with which we ultimately complete a business combination, may be materially adversely affected. In addition, our ability to complete a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Finally, the outbreak of COVID-19 may also have the effect of heightening many of the other risks described in this "Risk Factors" section, such as those related to the market for our securities and cross-border transactions. We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.20 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. We may not be able to find a suitable target business and complete our initial business combination within 15 months after the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus). Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including as a result of terrorist attacks, social unrest, natural disasters or a significant outbreak of infectious diseases. For example, the COVID-19 pandemic continues to grow both in the U.S., Latin America and globally and, while the extent of the impact of the pandemic on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the COVID-19 pandemic and other events (such as terrorist attacks, social unrest, natural disasters or a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In such case, our public shareholders may receive only $10.20 per share, or less than $10.20 per share, on the redemption of their shares, and our warrants will expire worthless. See "— If third parties bring claims against us, the funds held in the trust account could 51 Table of Contents be reduced and the per- share redemption amount received by shareholders may be less than $10.20 per share" and other risk factors herein. If we are unable to consummate our initial business combination within the prescribed time frame, our public shareholders may be forced to wait beyond such time frame before redemption from our trust account. If we are unable to consummate our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus), the funds then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-up or liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the funds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination. If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Our initial shareholders will own 20% of our issued and outstanding ordinary shares immediately following the completion of this offering (assuming our initial shareholders do not purchase any units in this offering). Our initial shareholders and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company, including the founder shares. As a result, in addition to our initial shareholders founder shares, 5,625,001 or 37.5%, of the 15,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood that we will receive an ordinary resolution, being the requisite shareholder approval for such initial business combination. If we seek shareholder approval of our initial business combination, our sponsor, our other initial shareholders, directors, officers, advisors and their respective affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public "float" of our Class A ordinary shares. If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the 52 Table of Contents completion of our initial business combination, although they are under no obligation to do so. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material non-public information), our initial shareholders, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, initial shareholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See "Proposed Business—Effecting Our Initial Business Combination—Permitted Purchases of Our Securities" for a description of how our sponsor, directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. In addition, if such purchases are made, the public "float" of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed. We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to, at the holder s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. See the section of this 53 Table of Contents prospectus entitled "Proposed Business—Effecting Our Initial Business Combination—Delivering Share Certificates in Connection with the Exercise of Redemption Rights." We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. We have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement warrants. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines. Although we have identified general criteria and guidelines, including geographic area, for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders (which may be $10.20 per share or less in certain circumstances), and our warrants will expire worthless. We may seek business combination opportunities in industries or sectors that may be outside of our management s areas of expertise. We may consider a business combination outside of our management s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business 54 Table of Contents combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue a business combination outside of the areas of our management s expertise, our management s expertise may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the areas of our management s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value. Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company. When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings. To the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include 55 Table of Contents investing in a business without a demonstrated business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. Moreover, in pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable (if at all) as we believed at the time of signing an agreement to acquire such private company or that fails to meet the projections upon which our valuation may be based. The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. Since our sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. On May 21, 2021, we issued to our sponsor an aggregate of 4,312,500 founder shares in exchange for a capital contribution of $25,000, or approximately $0.006 per share. The founder shares held by our sponsor will be subject to forfeiture in the event the underwriters over-allotment option is not exercised. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 17,250,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 562,500 of the founder shares may be surrendered for no consideration depending on the extent to which the underwriters over-allotment is exercised. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor has committed to purchase an aggregate of 8,050,000 private placement warrants (or 8,950,000 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $8,050,000 in the aggregate (or $8,950,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The private placement warrants will also be worthless if we do not complete our initial business combination. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 24-month anniversary of the closing of this offering nears, which is the deadline for our completion of an initial business combination. 56 Table of Contents The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to decline materially. While we are offering our units at an offering price of $10.00 per unit and the amount in the trust account is initially anticipated to be $10.20 per public share, implying an initial value of $10.20 per public share, our sponsor paid only a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.006 per share. As a result, the value of your public shares may be significantly diluted in the event we consummate an initial business combination. Our sponsor has committed to invest an aggregate of $8,075,000 in us in connection with this offering, comprised of the $25,000 purchase price for the founder shares and the $8,050,000 purchase price for the private placement warrants (assuming the underwriters over-allotment option is not exercised). As a result, even if the trading price of our ordinary shares significantly declines, our sponsor will stand to make significant profit on its investment in us. In addition, our sponsor could potentially recoup its entire investment in us even if the trading price of our ordinary shares is less than $1.00 per share and even if the private placement warrants are worthless. As a result, our sponsor is likely to make a substantial profit on its investment in us even if we select and consummate an initial business combination that causes the trading price of our ordinary shares to decline, while our public shareholders who purchased their units in this offering could lose significant value in their public shares. Our sponsor may therefore be economically incentivized to consummate an initial business combination with a riskier, weaker performing or less established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares. Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses. The federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America ("GAAP") or international financial reporting standards as issued by the International Accounting Standards Board ("IFRS") depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB." These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 15 months following the closing of the offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus), it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination. Of the net proceeds of this offering and the sale of the private placement warrants, only $650,000 will be available to us initially outside the trust account to fund our working capital requirements. We believe that, upon closing of this offering, the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the next 15 months following such closing (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus); however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a "no-shop" provision (a provision in letters of intent or merger agreements designed to keep target businesses from "shopping" around for transactions with other companies or investors on terms more favorable to such 57 Table of Contents target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. In the event that our offering expenses and other operating expenses exceed our estimate of $1,400,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease. Conversely, in the event that the offering expenses and other operating expenses are less than our estimate of $1,400,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.20 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless. Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment. Even if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. 58 Table of Contents If third parties bring claims against us, the funds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share. Our placing of funds in the trust account may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party s engagement would be in the best interests of the company under the circumstances. Marcum LLP, our independent registered public accounting firm, and the underwriters of this offering will not execute agreements with us waiving such claims to the monies held in the trust account. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.20 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than Marcum LLP, our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders. In the event that the funds in the trust account are reduced below the lesser of (i) $10.20 per share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust 59 Table of Contents account if less than $10.20 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.20 per share. The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.20 per share. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we do not to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.20 per share. If, after we distribute the funds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages. If, after we distribute the funds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. If, before distributing the funds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. If, before distributing the funds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the funds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over 60 Table of Contents the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of approximately $18,000 and to imprisonment for five years in the Cayman Islands. We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors. In accordance with Nasdaq corporate governance requirements, we are required to hold an annual general meeting no later than one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first general meeting) serving a three-year term. In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the appointment of directors until after the consummation of our initial business combination. Moreover, in respect of any vote or votes to continue the company in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational documents of the company in such other jurisdiction), which requires the approval of at least two-thirds of the votes of all ordinary shares, holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share. Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business s operations. Although we expect to invest in a company in a SSLA or company outside of a SSLA that provides goods and services to Spanish speaking markets, our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and acquire a business or businesses that can benefit from our management team s established global relationships and operating experience. Our amended and restated memorandum and articles of association prohibit us from effectuating a business combination with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of 61 Table of Contents sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. We are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view. Unless we complete our initial business combination with an affiliated entity or our board of directors cannot independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking firm which is a member of FINRA or from a valuation or appraisal firm that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination. Unlike some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination. The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in us. 62 Table of Contents Although we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including: default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; our inability to pay dividends on our Class A ordinary shares; using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. We may issue our shares to investors in connection with our initial business combination at a price which is less than the prevailing market price of our shares at that time. In connection with our initial business combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.00 per share or which approximates the per-share amounts in our trust account at such time, which is generally approximately $10.00. The purpose of such issuances will be to enable us to provide sufficient liquidity to the post-business combination entity. The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time. We may only be able to complete one business combination with the proceeds of this offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. The net proceeds from this offering and the private placement of warrants will provide us with $144,750,000 (or $166,462,500 if the underwriters over-allotment option is exercised in full) that we may use to complete our initial business combination (after taking into account the $5,250,000, or up to $6,037,500 if the over-allotment option is exercised in full, of deferred underwriting commissions being 63 Table of Contents held in the trust account, and is after estimated offering expenses and working capital costs of $2,050,000). We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be: solely dependent upon the performance of a single business, property or asset, or dependent upon the development or market acceptance of a single or limited number of products, processes or services. This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination. We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability. If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations. We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results. We may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate. To the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization. 64 Table of Contents Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business. We may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the issued and outstanding voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business. We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree. Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Certain agreements related to this offering may be amended without shareholder approval. Each of the agreements related to this offering to which we are a party, other than the warrant agreement (except for provisions of the warrant agreement enabling amendments without shareholder or warrant holder approval that are necessary in the good faith determination of our board of directors (taking into account then existing market precedents) to allow for the warrants to be classified as equity in our financial statements (provided that any modifications or amendments that would increase the warrant price or shorten the exercise period shall require the approval of the warrant holders in accordance with the warrant agreement)) and the investment management trust agreement, may be amended without 65 Table of Contents shareholder approval. Such agreements are: the underwriting agreement; the letter agreement among us and our initial shareholders, sponsor, officers and directors; the registration rights agreement among us and our initial shareholders; the private placement warrants purchase agreement between us and our sponsor; and the administrative services agreement among us, our sponsor and an affiliate of our sponsor. These agreements contain various provisions that our public shareholders might deem to be material. For example, our letter agreement and the underwriting agreement contain certain lock-up provisions with respect to the founder shares, private placement warrants and other securities held by our initial shareholders, sponsor, officers and directors. Amendments to such agreements would require the consent of the applicable parties thereto and would need to be approved by our board of directors, which may do so for a variety of reasons, including to facilitate our initial business combination. While we do not expect our board of directors to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement. Any amendment entered into in connection with the consummation of our initial business combination will be disclosed in our proxy materials or tender offer documents, as applicable, related to such initial business combination, and any other material amendment to any of our material agreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from our shareholders, may result in the completion of our initial business combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, amendments to the lock-up provision discussed above may result in our initial shareholders selling their securities earlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities. Our initial shareholders control a substantial interest in us and thus may exert substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support. Upon closing of this offering, our initial shareholders will own 20% of our issued and outstanding ordinary shares (assuming they do not purchase any units in this offering). Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. If our initial shareholders purchase any units in this offering or if our initial shareholders purchase any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our initial shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this prospectus. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were appointed by our sponsor, is and will be divided into three classes, each of which will generally serve for a terms for three years with only one class of directors being appointed in each year. We may not hold an annual general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our "staggered" board of directors, only a minority of the board of directors will be considered for appointment and our initial shareholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial shareholders will continue to exert control at least until the completion of our initial business combination. As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies preparing for an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available to consummate an initial business combination. In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, the COVID-19 pandemic and government measures taken to curb the spread of the virus or increases in the cost of additional capital needed to close business combinations or operate targets post business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether. 66 Table of Contents Risks Relating to Our Sponsor and Management Team We are dependent upon our officers and directors and their loss could adversely affect our ability to operate. Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have key-man insurance on the life of any of our officers or directors. The unexpected loss of the services of one or more of our officers and directors could have a detrimental effect on us. Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business. Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous. Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. 67 Table of Contents Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent director nominees also serve as officers and board members for other entities. If our officers and directors other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our officers and directors other business affairs, please see "Management— Officers and Directors." Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. In addition, our amended and restated articles of association will contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to our company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to identify and pursue business combination opportunities or to complete our initial business combination. For a complete discussion of our officers and directors business affiliations and the potential conflicts of interest that you should be aware of, please see "Management—Officers and Directors," "Management—Conflicts of Interest" and "Certain Relationships and Related Party Transactions." Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or 68 Table of Contents officers or funds managed by certain of our affiliates, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours. The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders best interest. If this were the case, and the directors fail to act in accordance with their fiduciary duties to us as a matter of Cayman Islands law, we may have a claim against such individuals. See the section titled "Description of Securities—Certain Differences in Corporate Law—Shareholder Suits" for further information on the ability to bring such claims. However, we might not ultimately be successful in any claim we may make against them for such reason. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors, existing holders or funds managed by certain of our affiliates which may raise potential conflicts of interest. In light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers, directors, existing holders or funds managed by certain of our affiliates. Our directors also serve as officers and board members for other entities, including, without limitation, those described under "Management—Conflicts of Interest." Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in "Proposed Business—Effecting Our Initial Business Combination—Evaluation of a Target Business and Structuring of Our Initial Business Combination" and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, officers, directors, existing holders or funds managed by certain of our affiliates, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest. Certain members of our board of directors and management team may be involved in and have a greater financial interest in the performance of other entities affiliated with our sponsor, and such activities may create conflicts of interest in making decisions on our behalf. Certain of our directors and members of our management team may be subject to a variety of conflicts of interest relating to their responsibilities to our sponsor and its other affiliates. Such individuals may serve as members of management or a board of directors (or in similar such capacity) to various other affiliated entities. Such positions may create a conflict between the advice and investment opportunities provided to such entities and the responsibilities owed to us. The other entities in which such individuals may become involved may have investment objectives that overlap with ours. Furthermore, certain of our principals and employees may have a greater financial interest in the performance of such other affiliated entities than our performance. Such involvement may create conflicts of interest in sourcing investment opportunities on our behalf and on behalf of such other entities. 69 Table of Contents We may engage the underwriters or one of their affiliates to provide additional services to us after this offering, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. The underwriters are entitled to receive deferred commissions that will be released from the trust only on the completion of an initial business combination. These financial incentives may cause the underwriters to have potential conflicts of interest in rendering any such additional services to us after this offering, including, for example, in connection with the sourcing and consummation of an initial business combination. We may engage the underwriters or one of their affiliates to provide additional services to us after this offering, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing. We may pay the underwriters or their affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm s length negotiation; provided that no agreement will be entered into with the underwriters or their affiliates and no fees or other compensation for such services will be paid to the underwriters or their affiliates prior to the date that is 60 days from the date of this prospectus, unless such payment would not be deemed underwriting compensation in connection with this offering. The underwriters are also entitled to receive deferred commissions that are conditioned on the completion of an initial business combination. The fact that the underwriters or their affiliates financial interests are tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination. Risks Relating to Our Securities You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, and (iii) the redemption of our public shares if we have not completed an initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus), subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the funds held in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. We have applied to list our units on Nasdaq. We expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus. Following the date that the Class A ordinary shares and warrants are eligible to trade separately, we anticipate that the Class A ordinary shares and warrants will be separately listed on Nasdaq. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum amount in shareholders equity (generally $2,500,000) and a minimum number of 70 Table of Contents holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq s initial listing requirements, which are more rigorous than Nasdaq s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share and our shareholder s equity would generally be required to be at least $5.0 million. We cannot assure you that we will be able to meet those initial listing requirements at that time. If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity for our securities; a determination that our Class A ordinary shares are a "penny stock" which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; a limited amount of news and analyst coverage; and a decreased ability to issue additional securities or obtain additional financing in the future. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." Because we expect that our units and eventually our Class A ordinary shares and warrants will be listed on Nasdaq, our units, Class A ordinary shares and warrants will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities. Holders of our public shares will not be entitled to vote on the appointment of directors prior to our initial business combination. Prior to our initial business combination, only holders of Class B ordinary shares will have the right to appointment directors in any general meeting. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. Accordingly, you may not have any say in the management of our company prior to the completion of an initial business combination. You will not be entitled to protections normally afforded to investors of many other blank check companies. Since the net proceeds of this offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a "blank check" company under the United States securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the completion of this offering and the sale of the private placement warrants and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections 71 Table of Contents of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if this offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see "Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419." If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a "group" of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent, which we refer to as the "Excess Shares." However, we would not be restricting our shareholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. As a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss. Our warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company. Our warrant agreement will provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of our warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a "foreign action") in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an "enforcement action"), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder s counsel in the foreign action as agent for such warrant holder. This choice-of-forum provision may limit a warrant holder s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to 72 Table of Contents one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors. If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including: restrictions on the nature of our investments; and restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including: registration as an investment company with the SEC; adoption of a specific form of corporate structure; and reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to. In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading "investment securities" constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor. We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an "investment company" within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity; or (iii) absent an initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business 73 Table of Contents combination in accordance with the terms described in this prospectus), our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. You will not be permitted to exercise your warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available. If the issuance of the Class A ordinary shares upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use our commercially reasonable efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis, in which case the number of Class A ordinary shares that the holders of warrants will receive upon cashless exercise will be based on a formula subject to a maximum number of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available. If our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of "covered securities" under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants in the event that 74 Table of Contents we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. Our ability to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants for redemption or if there is no effective registration statement covering the Class A ordinary shares issuable upon exercise of these warrants will cause holders to receive fewer Class A ordinary shares upon their exercise of the warrants than they would have received had they been able to pay the exercise price of their warrants in cash. If we call the warrants for redemption, we will have the option, in our sole discretion, to require all holders that wish to exercise warrants to do so on a cashless basis in the circumstances described in "Description of Securities—Warrants—Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00." If we choose to require holders to exercise their warrants on a cashless basis or if holders elect to do so when there is no effective registration statement, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash. For example, if the holder is exercising 875 public warrants at $11.50 per share through a cashless exercise when the Class A ordinary shares have a fair market value of $17.50 per share when there is no effective registration statement, then upon the cashless exercise, the holder will receive 300 Class A ordinary shares. The holder would have received 875 Class A ordinary shares if the exercise price was paid in cash. This will have the effect of reducing the potential "upside" of the holder s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold. The grant of registration rights to our initial shareholders and holders of our private placement warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares. Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our initial shareholders and their permitted transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our private placement warrants and their permitted transferees can demand that we register the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and holders of securities that may be issued upon conversion of working capital loans may demand that we register such units, shares, warrants or the Class A ordinary shares issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders, holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered. We may issue additional Class A ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks. Our amended and restated memorandum and articles of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share. Immediately after this offering, there will be 185,000,000 and 16,250,000 (assuming in each case that the underwriters have not exercised their over-allotment option and the forfeiture of 562,500 Class B ordinary shares) authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B ordinary shares. The Class B ordinary shares are 75 Table of Contents automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated memorandum and articles of association, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related to our initial business combination. Immediately after this offering, there will be no preferred shares issued and outstanding. We may issue a substantial number of additional Class A ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein. However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preferred shares: may significantly dilute the equity interest of investors in this offering; may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares; could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and may not result in adjustment to the exercise price of our warrants. In order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support. In order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association requires a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and amending our warrant agreement will require a vote of holders of at least 65% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, at least 65% of the then outstanding private placement warrants (except for provisions of the warrant agreement enabling amendments without shareholder or warrant holder approval that are necessary in the good faith determination of our board of directors (taking into account then existing market precedents) to allow for the warrants to be classified as equity in our financial statements (provided that any modifications or amendments that would increase the warrant price or shorten the exercise period shall require the approval 76 Table of Contents of the warrant holders in accordance with the warrant agreement)). In addition, our amended and restated memorandum and articles of association require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within 15 months of the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination. The provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of not less than two-thirds (or such higher threshold as specified in the company s amended and restated articles of association) of our ordinary shares who attend and vote at a general meeting of the company (or 65% of our ordinary shares who attend and vote at a general meeting of the company with respect to amendments to the trust agreement governing the release of funds from our trust account), which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support. Our amended and restated memorandum and articles of association provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by a special resolution under Cayman Islands law which requires the affirmative vote of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares who attend and vote at a general meeting of the company. Our initial shareholders, who will collectively beneficially own 20% of our ordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other special purpose acquisition companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association. Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of 77 Table of Contents then outstanding public shares. Our shareholders are not parties to, or third- party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law. Our initial shareholders paid an aggregate of $25,000, or approximately $0.006 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares. The difference between the public offering price per share (allocating all of the unit purchase price to the Class A ordinary share and none to the warrant included in the unit) and the pro forma net tangible book value per share of our Class A ordinary shares after this offering constitutes the dilution to you and the other investors in this offering. Our initial shareholders acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and the other public shareholders will incur an immediate and substantial dilution of 100% (or $10.00 per share, assuming no exercise of the underwriters over-allotment option), the difference between the pro forma net tangible book value per share after this offering of $0.00 and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares. We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants, or for amendments necessary for the warrants to be classified as equity. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval. Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity or correct any defective provision or to make any amendments that are necessary in the good faith determination of our board of directors (taking into account then existing market precedents) to allow for the warrants to be classified as equity in our financial statements (provided that any modifications or amendments that would increase the warrant price or shorten the exercise period shall require the approval of the warrant holders in accordance with the warrant agreement), but otherwise requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants; provided that any amendment that solely affects the terms of the private placement warrants or any provision of the warrant agreement solely with respect to the private placement warrants will also require at least 65% of the then outstanding private placement warrants. Accordingly, we may amend the terms of the public warrants (i) in a manner adverse to a holder of public warrants if holders of at least 65% of the then outstanding public warrants approve of such amendment or (ii) to the extent necessary for the warrants in the good faith determination of our board of directors (taking into account then existing market precedents) to allow for the warrants to be classified as equity in our financial statements without the consent of any shareholder or warrant holder (provided that any modifications or amendments that would increase the warrant price or shorten the exercise period shall require the approval of the warrant holders in accordance with the warrant agreement). Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant. 78 Table of Contents A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination. If (i) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per Class A ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination (net of redemptions), and (iii) the Market Value of our Class A ordinary shares is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business. Our warrants will be accounted for as a warrant liability and will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination. Following the consummation of this offering and the concurrent issuance of the private placement warrants to our sponsor, we will account for the 15,550,000 warrants to be issued in connection with this offering (the 7,500,000 warrants included in the units and the 8,050,000 private placement warrants, assuming the underwriters over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we will classify each of the warrants as a liability at its fair value as determined by the company based upon a valuation report obtained from its independent third party valuation firm. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A ordinary shares. In addition, potential targets may seek a blank check company that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business. We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. We have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if, among other things, the Reference Value equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities—Warrants—Public Shareholders Warrants—Anti-dilution Adjustments"). Please see "Description of Securities—Warrants—Public Shareholders Warrants—Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00." If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants as described above could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the Market Value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. In addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares 79 Table of Contents issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities—Warrants—Public Shareholders Warrants—Anti-dilution Adjustments"). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of our Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. Please see "Description of Securities—Warrants—Public Shareholders Warrants—Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00." The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 of our Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants. Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination. We will be issuing warrants to purchase 7,500,000 of our Class A ordinary shares (or up to 8,625,000 Class A ordinary shares if the underwriters over-allotment option is exercised in full) as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing in a private placement an aggregate of 8,050,000 private placement warrants (or 8,950,000 private placement warrants if the underwriters over-allotment option is exercised in full), at $1.00 per warrant. In addition, if the sponsor makes any working capital loans up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant. To the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business. Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies. Each unit contains one-half of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-half of the number of shares, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share. The determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating company. Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the underwriters. In determining the size of this offering, management held customary organizational meetings with the representatives of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of this offering, prices and terms of the units, including the Class A ordinary shares and warrants underlying the units, include: the history and prospects of companies whose principal business is the acquisition of other companies; 80 Table of Contents prior offerings of those companies; our prospects for acquiring an operating business at attractive values; a review of debt to equity ratios in leveraged transactions; our capital structure; an assessment of our management and their experience in identifying operating companies; general conditions of the securities markets at the time of this offering; and other factors as were deemed relevant. Although these factors were considered, the determination of our offering size, price and terms of the Units is more arbitrary than the pricing of securities of an operating company in a particular industry since we have no historical operations or financial results. There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities. There is currently no market for our securities. Shareholders therefore have no access to information about prior market history on which to base their investment decision. Following this offering, the price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of the COVID-19 pandemic. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained. Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management. Our amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. Since only holders of our founder shares will have the right to vote on the appointment and removal of directors prior to our business combination, upon the listing of our shares on Nasdaq, Nasdaq may consider us to be a "controlled company" within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements. After completion of this offering, only holders of our founder shares will have the right to vote on the appointment and removal of directors prior to our business combination. As a result, Nasdaq may consider us to be a "controlled company" within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements, including the requirements that: we have a board that includes a majority of "independent directors," as defined under the rules of Nasdaq; 81 Table of Contents we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee s purpose and responsibilities; and to the extent that we have one, we expect our nominating and corporate governance committee to be comprised entirely of independent directors with a written charter addressing the committee s purpose and responsibilities. We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of Nasdaq, subject to applicable phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq corporate governance requirements. Risks Associated with Acquiring and Operating a Business in Foreign Countries If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us. We intend to pursue a target company with operations or opportunities outside of the United States for our initial business combination, which may subject us to additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations. If we pursue a target a company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates. If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following: costs and difficulties inherent in managing cross-border business operations, including differences between U.S. GAAP and the International Accounting Standards; rules and regulations regarding currency redemption; complex corporate withholding taxes on individuals; laws governing the manner in which future business combinations may be effected; exchange listing and/or delisting requirements; tariffs and trade barriers; regulations related to customs and import/export matters; local or regional economic policies and market conditions; unexpected changes in regulatory requirements; challenges in managing and staffing international operations; 82 Table of Contents longer payment cycles; tax issues, such as tax law changes and variations in tax laws as compared to the United States; currency fluctuations and exchange controls; rates of inflation; challenges in collecting accounts receivable; cultural and language differences; employment regulations; underdeveloped or unpredictable legal or regulatory systems; corruption; protection of intellectual property; social unrest, crime, strikes, riots and civil disturbances; regime changes and political upheaval; terrorist attacks and wars; and deterioration of political relations with the United States. We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations. If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues. Following our initial business combination, our management may resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations. After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate. The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country s economy experiences a downturn or grows at a slower rate than 83 Table of Contents expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable. Exchange rate fluctuations and currency policies may cause a target business ability to succeed in the international markets to be diminished. In the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction. We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements, we may not be able to enforce our legal rights and such reincorporation may result in taxes imposed on shareholders or warrant holders. In connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. In addition, if we determine to relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction, our initial business combination may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity (or may otherwise result in adverse tax consequences). We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation. We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance. We are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed. 84 Table of Contents We employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner. Mail addressed to the company and received at its registered office will be forwarded unopened to the forwarding address supplied by company to be dealt with. None of the company, its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability to communicate with us. We may be a passive foreign investment company, or "PFIC," which could result in adverse U.S. federal income tax consequences to U.S. investors. If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned "Taxation—U.S. Federal Income Tax Considerations") of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception (see the section of this prospectus captioned "Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules"). Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year (and, in the case of the start-up exception, potentially not until after the two taxable years following our current taxable year). Moreover, if we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder a PFIC Annual Information Statement in order to enable the U.S. Holder to make and maintain a "qualified electing fund" election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their tax advisers regarding the possible application of the PFIC rules. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see the section of this prospectus captioned "Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules." After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights. It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws. We will be exposed to certain risks that are particular to investing in emerging and other markets. In seeking significant investment exposure in Latin American countries, we are subject to political, economic, legal, operational and other risks that are inherent to operating and investing in these countries. These risks range from difficulties in settling transactions in emerging markets due to possible nationalization, expropriation, price controls and other restrictive governmental actions. We will also face the risk that exchange controls or similar restrictions imposed by foreign governmental authorities may restrict our ability to convert local currency received or held by us in their countries into U.S. dollars or other currencies, or to take those dollars or other currencies out of those countries. General Risk Factors We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. 85 Table of Contents We are a blank check company incorporated on May 13, 2021 under the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues. Our independent registered public accounting firm s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a "going concern." As of September 30, 2021, we had no cash and a working capital deficit of $518,318. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management s plans to address this need for capital through this offering are discussed in the section of this prospectus titled "Management s Discussion and Analysis of Financial Condition and Results of Operations." We cannot assure you that our plans to raise capital or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern. Past performance by our management team, our sponsor and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company. Information regarding our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by our management team and their affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences of our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our management team or their affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities. Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. In recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future. The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense and/or accept less favorable terms. Furthermore, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination s ability to attract and retain qualified officers and directors. 86 Table of Contents In addition, after completion of any initial business combination, our directors and officers could be subject to potential liability from claims arising from conduct alleged to have occurred prior to such initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims ("run-off insurance"). The need for run-off insurance would be an added expense for the post-business combination entity and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors. Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss. We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss. We may not have sufficient funds to satisfy indemnification claims of our directors and officers. We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations. We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. We are an "emerging growth company" within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are 87 Table of Contents applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates equals or exceeds $700 million as of any September 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Additionally, we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not equal or exceed $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. 88 Table of Contents Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited. We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers. Our corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States. We have been advised by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company. 89 Table of Contents Use of Proceeds We are offering 15,000,000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of the private placement warrants will be used as set forth in the following table. Without Over-allotment Option Over-allotment Option Exercised Gross proceeds Gross proceeds from units offered to public(1) $ 150,000,000 $ 172,500,000 Gross proceeds from private placement warrants offered in the private placement 8,050,000 8,950,000 Total gross proceeds $ 158,050,000 $ 181,450,000 Offering expenses and other operating expenses(2) Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3) $ 3,000,000 $ 3,450,000 Legal fees and expenses 375,000 375,000 Printing and engraving expenses 35,000 35,000 Accounting fees and expenses 40,000 40,000 SEC/FINRA Expenses 42,366 42,366 Listing and filing fees 85,000 85,000 Directors and officers insurance 500,000 500,000 Miscellaneous(3) 322,634 322,634 Total offering expenses and other operating expenses (other than underwriting commissions) $ 1,400,000 $ 1,400,000 Proceeds after offering expenses and other operating expenses $ 153,650,000 $ 176,600,000 Held in trust account(4) 153,000,000 175,950,000 % of public offering size 102 % 102 % Not held in trust account $ 650,000 $ 650,000 The following table shows the use of the $650,000 of net proceeds not held in the trust account:(5) Amount % of Total Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(6) 75,000 11.5 % Legal and accounting fees related to regulatory reporting obligations 75,000 11.5 % Listing and other regulatory fees 50,000 7.7 % Payment for office space, utilities, salaries, directors and officers insurance, administrative and support services 240,000 36.9 % Consulting, travel and miscellaneous expenses incurred during search for initial business combination target 75,000 11.5 % Working capital to cover miscellaneous expenses 135,000 20.8 % Total $ 650,000 100.0 % (1)Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination. (2)A portion of the offering expenses and other operating expenses have been paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. These loans will be repaid upon completion of this offering out of the $1,400,000 of offering proceeds that has been allocated for the payment of offering expenses and other operating expenses other than underwriting commissions. In the event that offering expenses and other operating expenses are less than set forth in this table, any such amounts will be used for post-closing working capital expenses. 90 Table of Contents (3)Includes organizational and administrative expenses and may include amounts related to above-listed expenses in the event actual amounts exceed estimates. (4)The underwriters have agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our initial business combination, up to $5,250,000, which constitutes the underwriters deferred commissions (or $6,037,500 if the underwriters over-allotment option is exercised in full) will be paid to the underwriters from the funds held in the trust account. See "Underwriting." The remaining funds, less amounts released to the trustee to pay redeeming shareholders, will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions. (5)These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. (6)Includes estimated amounts that may also be used in connection with our initial business combination to fund a "no shop" provision and commitment fees for financing. Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $158,050,000 in gross proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, or $181,450,000 if the underwriters over-allotment option is exercised in full, $153,000,000 ($10.20 per unit), or $175,950,000 if the underwriters over-allotment option is exercised in full ($10.20 per unit), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee, after deducting $3,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $3,450,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2,050,000 to pay fees, offering expenses and other operating expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds held in the trust account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $153,000 per year, assuming an interest rate of 0.1% per year; however, we can provide no assurances regarding this amount. We expect that the interest earned on the trust account will be sufficient to pay income taxes. We will not be permitted to withdraw any of the principal or interest held in the trust account, except for the withdrawal of interest to pay our taxes and up to $100,000 to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we have not completed our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus), subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in 91 Table of Contents connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity. The net proceeds released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may use the balance of the cash released from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. There is no limitation on our ability to raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering. However, our amended and restated memorandum and articles of association provide that, following this offering and prior to the consummation of our initial business combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. We believe that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated. This belief is based on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective business combination, only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of a business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. If we are required to seek additional capital, we could seek such additional capital through loans or additional investments from our sponsor, members of our management team or any of their affiliates, but such persons are not under any obligation to advance funds to, or invest in, us. We will pay our sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team and other expenses and obligations of our sponsor. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Prior to the closing of this offering, our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. These loans are non-interest bearing, unsecured and are due at the earlier of May 1, 2022 or the closing of this offering. The loan will be repaid upon the closing of this offering out of the $1,400,000 of offering proceeds that has been allocated to the payment of offering expenses and other operating expenses. In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. 92 Table of Contents Dividend Policy We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. If we increase the size of this offering, we will effect a share capitalization or other appropriate mechanism immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. If we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. 93 Table of Contents Dilution The difference between the public offering price per Class A ordinary share, assuming no value is attributed to the warrants included in the units we are offering pursuant to this prospectus or the private placement warrants, and the pro forma net tangible book value per share of our Class A ordinary shares after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale and exercise of warrants, including the private placement warrants, which would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of Class A ordinary shares which may be redeemed for cash), by the number of outstanding Class A ordinary shares. At September 30, 2021, our net tangible book deficit was $518,318, or approximately $(0.03) per ordinary share. After giving effect to the sale of 15,000,000 Class A ordinary shares included in the units we are offering by this prospectus (or 17,250,000 Class A ordinary shares if the underwriters over-allotment option is exercised in full), the sale of the private placement warrants and the deduction of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value at September 30, 2021 would have been $18,122 or $0.00 per share ($0.00 per share if the underwriters over-allotment option is exercised in full), representing an immediate increase in net tangible book value (as decreased by the value of the 15,000,000 Class A ordinary shares that may be redeemed for cash, or 17,250,000 Class A ordinary shares if the underwriters over-allotment option is exercised in full) of $0.03 per share (or $0.03 if the underwriters over-allotment option is exercised in full) to our initial shareholders as of the date of this prospectus and an immediate dilution to public shareholders from this offering of $10.00 per share. Total dilution to public shareholders from this offering will be $10.00 per share or 100% (or $10.00 per share or 100% if the underwriters over-allotment option is exercised in full). The valuation of the warrants is preliminary and any change in the warrant value will impact the Class A ordinary shares subject to redemption. This will also impact the dilution calculations. The following table illustrates the dilution to the public shareholders on a per-share basis, assuming no value is attributed to the warrants included in the units or the private placement warrants: No exercise of overallotment option Exercise of overallotment option in full Public offering price $ 10.00 $ 10.00 Net tangible book deficit before this offering $ (0.03 ) $ (0.03 ) Increase attributable to public shareholders $ 0.03 $ 0.03 Pro forma net tangible book value after this offering and the sale of the private placement warrants $ — $ — Dilution to public shareholders $ 10.00 $ 10.00 Percentage of dilution to public shareholders 100 % 100 % For purposes of presentation, we have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriters over-allotment option) by $136,864,300 because holders of up to approximately 91.2% of our public shares may redeem their shares for a pro rata share of the aggregate amount then on deposit in the trust account at a per share redemption price equal to the amount in the trust account as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two business days prior to the commencement of our tender offer or general meeting, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes), divided by the number of Class A ordinary shares sold in this offering. 94 Table of Contents The following table sets forth information with respect to our initial shareholders and the public shareholders: Purchased Total Consideration Average Price Per Share Number Percentage Amount Percentage Initial Shareholders(1) 3,750,000 20.00 % $ 25,000 0.02 % $ 0.007 Public Shareholders 15,000,000 80.00 % $ 150,000,000 99.98 % $ 10.000 18,750,000 100.00 % $ 150,025,000 100.00 % (1)Assumes that 562,500 founder shares are surrendered to us for no consideration after the closing of this offering in the event the underwriters do not exercise their over-allotment option. The pro forma net tangible book value per share after the offering (assuming that the underwriters do not exercise their over-allotment option) is calculated as follows: Without Over-allotment With Over-allotment Numerator: Net tangible book deficit before this offering. $ (518,318 ) $ (518,318 ) Net proceeds from this offering and sale of the private placement warrants(1) 154,150,000 177,100,000 Plus: Offering costs paid in advance, excluded from tangible book value 536,440 536,440 Less: Deferred underwriting commissions (5,250,000 ) (6,037,500 ) Less: Warrant liability(2) (12,035,799 ) (13,603,050 ) Less: Proceeds held in trust subject to redemption(3) (136,864,300 ) (157,459,450 ) $ 18,122 $ 18,122 Denominator: Class B ordinary shares outstanding prior to this offering 4,312,500 4,312,500 Less: Class B ordinary shares forfeited if over-allotment is not exercised(4) (562,500 ) — Class A ordinary shares included in the units offered 15,000,000 17,250,000 Less: Class A ordinary shares subject to redemption (13,686,430 ) (15,745,945 ) 5,063,570 5,816,555 (1)Expenses applied against gross proceeds include offering expenses and other operating expenses of $1,400,000 and underwriting commissions of $3,000,000, or $3,450,000 if the underwriters over-allotment option is exercised (excluding deferred underwriting fees). See "Use of Proceeds." (2)We will account for the 15,550,000 warrants to be issued in connection with this offering (comprised of 7,500,000 warrants included in the units and 8,050,000 private placement warrants, assuming the underwriter s over-allotment option is not exercised) in accordance with the guidance contained in Accounting Standards Codification Topic 815-40. (3)If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of Class A ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See "Proposed Business—Effecting Our Initial Business Combination—Permitted Purchases of Our Securities." (4)Assumes that 562,500 founder shares are surrendered to us for no consideration, if the over-allotment is not exercised. 95 Table of Contents Capitalization The following table sets forth our capitalization at September 30, 2021, and as adjusted to give effect to the filing of our amended and restated memorandum and articles of association, the sale of our units in this offering and the sale of the private placement warrants and the application of the estimated net proceeds derived from the sale of such securities, assuming no exercise by the underwriters of their over-allotment option: September 30, 2021 Actual As Adjusted Notes payable and due to related party(1) $ — $ — Warrant liability(2) — 12,035,700 Deferred underwriting commissions — 5,250,000 Class A ordinary shares subject to possible redemption: -0- and 15,000,000 shares, actual and as adjusted, respectively(3) (5) — 136,864,300 Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding, — — Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 4,312,500 and 3,750,000 shares issued and outstanding, actual and as adjusted, respectively(4) 431 375 Additional paid-in capital 24,569 422,796 Accumulated deficit (6,878 ) (405,049 ) Total shareholders equity $ 18,122 $ 18,122 Total capitalization $ 18,122 $ 154,168,122 (1)Our sponsor has agreed to loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. The "as adjusted" information gives effect to the repayment of any loans received from our sponsor out of the proceeds from this offering and the sale of the private placement warrants. (2)We will account for the 15,550,000 warrants to be issued in connection with this offering (the 7,500,000 warrants included in the units and the 8,050,000 private placement warrants, assuming the underwriters over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we will classify each warrant as a liability at its fair value. This liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in our statements of operations. The valuation of the warrants is preliminary and any change in the warrant value will result in an offsetting entry to the Class A ordinary shares subject to redemption. (3)Upon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per-share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein whereby redemptions cannot cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination. (4)Actual share amount is prior to any forfeiture of founder shares and as adjusted amount assumes no exercise of the underwriters over-allotment option and forfeiture of an aggregate of 562,500 founder shares. (5)Ordinary shares, subject to redemption "As Adjusted" is calculated as net proceeds from this offering and sale of the private placement warrants and add back of prepaid D&O insurance totaling $154,150,000; less deferred underwriting commissions of $5,250,000, less warrant liabilities $12,035,700 (assuming the over-allotment option is not exercised). 96 Table of Contents Management s Discussion and Analysis of Financial Condition and Results of Operations Overview We are a blank check company incorporated on May 13, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination target in any industry, we intend to focus our search on companies in a SSLA or companies outside a SSLA that provide goods and services to Spanish speaking markets. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. The issuance of additional shares in connection with a business combination to the owners of the target or other investors: may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares; could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants; and may not result in adjustment to the exercise price of our warrants. Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in: default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; 97 Table of Contents our inability to pay dividends on our Class A ordinary shares; using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. As indicated in the accompanying financial statements, at September 30, 2021, we had no cash and deferred offering costs of $518,318. Further, we expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful. Results of Operations and Known Trends or Future Events We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering. Liquidity and Capital Resources As indicated in the accompanying financial statements, as of September 30, 2021, we had a working capital deficit of $518,318. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management s plans to address this uncertainty through this offering are discussed below. We cannot assure you that our plans to raise capital or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our liquidity needs have been satisfied prior to the completion of this offering through receipt of $25,000 paid by our sponsor to cover certain of our offering costs in exchange for the issuance of the founder shares to our sponsor and $300,000 in loans from our sponsor. We estimate that the net proceeds from the sale of the units in this offering and the sale of the private placement warrants for an aggregate purchase price of $158,050,000 (or $181,450,000 if the underwriters over-allotment option is exercised in full), after deducting offering expenses and other operating expenses of approximately $1,400,000 and underwriting commissions of $3,000,000 (or $3,450,000 if the underwriters over-allotment option is exercised in full) (excluding deferred underwriting commissions of $5,250,000, or $6,037,500 if the underwriters over-allotment option is exercised in full), will be $153,650,000 (or $176,600,000 if the underwriters over-allotment option is exercised in full). $153,000,000 (or $175,950,000 if the underwriters over-allotment option is exercised in full) will be held in the trust account, which includes the deferred underwriting commissions described above. The proceeds 98 Table of Contents held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The remaining $650,000 will not be held in the trust account. In the event that our offering expenses and other operating expenses exceed our estimate of $1,400,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses and other operating expenses are less than our estimate of $1,400,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (excluding deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay our taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. Prior to the completion of our initial business combination, we will have available to us the $650,000 of proceeds held outside the trust account. We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business prior to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. We expect our primary liquidity requirements during that period to include approximately $75,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations; $75,000 for legal and accounting fees related to regulatory reporting requirements; $50,000 for listing and other regulatory fees; $75,000 for consulting, travel and miscellaneous expenses incurred during the search for a business combination target; and approximately $135,000 for general working capital that will be used for miscellaneous expenses and reserves. We will also pay our sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative services provided to members of our management team and other expenses and obligations of our sponsor. 99 Table of Contents These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a "no-shop" provision (a provision designed to keep target businesses from "shopping" around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a "no-shop" provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses. Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the funds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. Controls and Procedures We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes- Oxley Act for the fiscal year ending December 31, 2022. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer an emerging growth company would we be required to comply with the independent registered public accounting firm attestation requirement. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement. Prior to the closing of this offering, we have not completed an assessment, nor has our independent registered public accounting firm tested our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as: staffing for financial, accounting and external reporting areas, including segregation of duties; 100 Table of Contents reconciliation of accounts; proper recording of expenses and liabilities in the period to which they relate; evidence of internal review and approval of accounting transactions; documentation of processes, assumptions and conclusions underlying significant estimates; and documentation of accounting policies and procedures. Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting. Once our management s report on internal controls is complete, we will retain our independent registered public accounting firm to audit and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. The independent registered public accounting firm may identify additional issues concerning a target business s internal controls while performing their audit of internal control over financial reporting. Quantitative and Qualitative Disclosures about Market Risk The net proceeds of this offering and the sale of the private placement warrants held in the trust account will be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results As of September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have not conducted any operations to date. JOBS Act The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an "emerging growth company" and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of the independent registered public accounting firm providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of this offering or until we are no longer an "emerging growth company," whichever is earlier. 101 Table of Contents Proposed Business General APx Capital Acquisition Corp. I is a recently formed blank check company incorporated as a Cayman Islands exempted company on May 13, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities, which we refer to as a "target business." While we may pursue a business combination opportunity in any business, sector, industry, or geographical region we choose, we intend to focus our search for target businesses in Mexico, Spanish-speaking Latin America, and Hispanic businesses in the United States, while prioritizing companies with significant technological advantages and strong fundamentals. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and none of our officers, directors, promoters, or other affiliates has engaged in any substantive discussions, directly or indirectly, with representatives of potentials targets with respect to an initial business combination with us. Initially, we seek to focus our search on industries that complement our sponsor s founding team background to capitalize on their operating and investment expertise, alongside their vast network and connections within the region. We believe that our competitive advantage to source unique targets is primarily driven by: 1. Our sponsor, management and board s substantial knowledge and strong performance of its investments in the target sectors, which include, among others, finance, insurance, retail, ecommerce, spirits, pharma, education, and newly adopted consumer services and products; 2. Our wide array of local and cross-border investments through diverse platforms in which strategic execution, financial engineering, operational efficiencies, and tech-enabling proved fundamental; 3. Our deep local knowledge and connectivity in our target markets to identify opportunities and ever-changing trends; 4. Our strong entrepreneurship background coupled with investment banking formation and flawless on-the-ground execution at C-Level positions within publicly traded companies; 5. Our vast sourcing capabilities with proven experience executing robust structures with strong corporate governance; and 6. Our trusted brand with regional market recognition and established founders. Sponsor History APx Capital ("APx"), an affiliate of APx Capital Sponsor Group LLC (our "Sponsor"), is a leading alternative investment fund headquartered in Mexico City. APx, its sponsors and founding team stand out by providing exclusive investment opportunities through extensive sourcing capabilities and creating innovative solutions for investors with customized financial services aligned to long-term objectives. As of June 2021, APx, its sponsors and founding team managed over $3.7 billion in assets, mainly comprised of financial portfolios, collateralized and structured debt facilities, distressed assets, and direct equity investments. 102 Table of Contents Over the past decades, APx s founding team and its board members have developed robust relationships throughout the financial landscape. The foundation of this expansive network was built over years of experience, gaining access to institutional investors, private equity funds, hedge funds, venture capital funds, founders, entrepreneurs, and high-net-worth individuals. The community spans across countries, sectors, and industries. APx s founding team provides an entrepreneurial perspective that has established and grown across segments. Throughout their banking career, the group led over $110 billion in transactions across the region. In early 2009, the team identified a market opportunity and opted to launch its own Investment Banking ("IB") boutique and Co-founded VACE Partners. Currently, VACE Partners continues providing specialized financial services including mergers and acquisitions ("M&A"), debt structuring, capital raising and financial consulting, acting as one of the leading IB boutiques in Mexico. VACE Partners has received multiple awards by different institutions, proving its worth as a leading advisory boutique. In 2014, the team launched FHipo – the first Mortgage Real Estate Investment Trust ("MREIT") in Latin America. At that time, institutional investors had previously participated on the debt side of the Latin American mortgage market but had no access to the equity portion of such securities. FHipo represented financial innovation at its peak and conducted the largest IPO in Mexico in 2014. We subsequently acquired via a leveraged buyout a Master Servicer named HiTo, that would allow for synergies, greater control of FHipo s operations and business expansion. In parallel, we created VRE, a vertical residential developer in Mexico City that caters for the middle-income level individuals in search for central living spaces. By 2017, we had founded Yave (formerly Smartlending), a leading digital non-bank mortgage lender in Mexico. We then moved further in the value chain and launched AC Capital, to capture value in the distressed side of mortgage assets. Today, FHipo continues to be one of the sole vehicles in Latin America that allows direct access to residential mortgage portfolios. We have successfully served different investors, through various stages in the business cycle, delivering balanced risk-adjusted returns. APx s founding team has continued to pioneer by creating various vehicles and companies since, reinforcing its entrepreneurial DNA. Additionally, APx manages a special situations fund in partnership with international and local institutional investors. This platform was launched by our founders where proprietary capital is co-invested alongside Limited Partners ("LPs") into opportunistic transactions, which include public securities and private structured credit with a private equity component. Furthermore, our sponsors and board members distinguish themselves by their prominent successes throughout our target region, including businesses and investments that have undergone local and cross-border expansions; many of which have been developed, adapted, and operated in unique ways to accommodate the neighboring needs. Mr. Losada pioneered distinct retail concepts throughout Latin America. He thrived in the cross-border expansion of Office Depot to Mexico by accurately reading the society s behavioral trends and adapting the company s value proposition to better attend the local community, ensuring acceptance and loyalty. Through Petco, Mr. Losada took advantage of Mexico s changing consumer demands for pet products and services, confronting the established incumbents through ecommerce and exceptional customer service; today, Petco is a leading pet retailer with a strong foothold across the country. This model was replicated, transforming flagship US-brands into household names south of the border such as Panda Express, Shake Shack and The Home Store. Mr. Losada also backed the launch of Price Smart, one of the largest membership warehouse clubs in Latin America, leading the membership gameplan in emerging and developing markets. Price Smart currently serves over three million cardholders across twelve countries. Mr. Proman has significant experience in the US and Latin American markets as well, overseeing more than $10 billion in transactions related to Fir Tree investments and portfolio companies, including mergers, IPO sponsorships, rights offerings, securitizations, bespoke financings and more than two dozen creative 103 Table of Contents legal settlements. While many were US-based, Mr. Proman led a pipeline of investments in Brazil, Colombia, and Mexico. Our longstanding experience drives us to create unique solutions to a current problem: the need for strategic capital in Spanish-speaking Latin America and Hispanic businesses in the United States. As founders and entrepreneurs, we understand the complexities of launching, funding, scaling, consolidating and sustaining a business; therefore, our unparalleled and local expertise position us to evaluate opportunities and allocate capital effectively across markets. Our management team has the capability not only to identify but also to execute investments, consistently delivering on APx s thesis and value proposition: To recognize and foresee high-quality companies with attractive risk-reward profiles; To deliver high risk-adjusted returns to our LPs and investors; and To promote transparency, alignment of interests, and a pre-defined decision-making process. Our goal is to become a strategic partner by developing value-based businesses and investment platforms, through agile and innovative tactics and distinctive business plans, cultivating profitability while catering long-term relationships. Over the past two years, APx has analyzed a substantial number of opportunities that could fit into our investment criteria. Such opportunities are sourced through our founding partners and affiliated companies, where our current relation, investment, and value-add have been a keystone to open doors and amass new opportunities. Our Team s Strong Track Record FHipo: First and only MREIT in Mexico. FHipo has provided investors access to attractive low-risk mortgage-backed returns in the Mexican real estate market, allowing holders to diversify their investment portfolios. FHipo represented Mexico s largest IPO in 2014 (approximately USD $619 million), 62% allocated to foreign investors. Since June 21, 2021, FHipo s total return since its internalization on March 23, 2020 reached 69.4%. With an accumulated loan balance of approximately USD $1.4 billion, FHipo has supported thousands of Mexican families, through the origination/co-participation of more than 100,000 mortgage loans. The team has demonstrated the ability to develop a strong cash flow generating asset class through the implementation of financial innovation and high quality and diversified portfolio acquisitions, under the collaboration of innovative technology platforms such as Yave and other strategic partners such as INFONAVIT and FOVISSSTE. The APx team executed various pioneering strategies in the Mexican capital markets throughout their tenure. Under Mr. Braatz s management as CEO, FHipo was awarded "Best Social Impact Mortgage Provider" by Capital Finance International in 2017 and 2019. Yave: A leading technological non-bank mortgage and home equity loan provider in Mexico, seeking to penetrate the middle and upper-class mortgage market sector in Latin America through a simple, efficient, and accessible online experience. Yave was founded in 2017 by APx s founders and launched its product in 2018. It provides the technology, financing, and infrastructure to fuel Latin America s proptech revolution. To date, and based on its latest capital raise, Yave has achieved an estimated 20x CoCM since its seed capital round. HiTo: Founded in 2006 to provide specialized services to the Mexican mortgage market. Its initial business objective was to structure MBS, however, in 2012, in a depressed RMBS market, the company redirected course, focusing only on mortgage loan servicing, as a Master Servicer. After a decade trying to reinvent itself, HiTo was acquired by APx s founders in 2017. The team redefined the strategy to drive growth. Through a unified growth vision, strategic changes to top-management, improved compensation schemes, expanding analytics, robust investment in R&D, and constructing collaborative networks, HiTo has increased its Net Income by 110% since its acquisition. Currently, HiTo has consolidated itself as a leading Master Servicer in the country. 104 Table of Contents AC Capital fund I and II: Partnered with US-based institutional investors to acquire a pool of distressed mortgage assets in Mexico. The portfolio was managed for three years, during which 1,500+ loans were collected through sale of legal rights to investors and payment agreements with debtors; revenue from collections was 4.4x the price paid. Divestment of the remaining assets was achieved in December 2020, attaining 1.7x the total price paid. VRE Capital fund I, II and III: Real estate investment, development and asset management firm operating in Mexico s biggest cities. VRE s philosophy is to create superior value to its stakeholders through smart and methodical decision-making. The firm was founded in 2016 by APx s founders. VRE has developed and managed 13 residential and commercial projects in Mexico and is currently structuring a new investment strategy related to the listing of a Multifamily REIT in the local capital markets that seeks to capture the massive opportunity in the Mexican housing market. VRE s first fund attained an IRR of 14.7% in USD, its second and third funds are still active. Market Opportunity We consider that there are vast opportunities in the region, particularly after the behavioral shifts consumers have experienced due to COVID 19 pandemic. The new reality accelerated digitalization and technology trends. From 2016 to 2020, both internet penetration and mobile penetration increased in Mexico and in Spanish Speaking Latin America at a much higher pace than in the U.S. and in most of the European countries. Internet penetration increased from 57% in 2015 to 70% in 2020 in Mexico, from 41% to 61% in Peru and from 56% to 63% in Colombia, among other countries in the region. During the same period, internet penetration grew from 75% to 90% in U.S., from 92% to 94% in U.K. and from 88% to 90% in Germany. In addition, mobile penetration in Latin America is expected to reach 73% by 2025 (from 68% in 2019), while by the same year, North America is expected to reach 85% (from 83% in 2019) and Europe is expected to reach 87% (from 86% in 2019), reflecting strong technology adoption expected for the region, providing ample opportunities for several companies throughout different sectors. The Latin American and U.S. economic rebound is expected to be led by a more service-oriented framework, with stronger private consumers, boosting the regions economic output and creating room for innovative and disruptive business models to grow exponentially. E-commerce grew 37% in the Latin America region from 2019 to 2020, and is expected to grow at a 18.7% CAGR from 2019 to 2025, representing approximately 9% of total retail sales in the region, while in 2016 e-commerce solely represented approximately 4% of total retail sales. The healthcare sector is also experiencing a digital transformation. The telehealth market in Latin America grew 43% from 2019 to 2020, increasing revenue from US$0.82 billion to US$1.17 billion. Digital banking and fintech penetration in Latin America s top 6 markets has increased exponentially during recent years, reaching a 70% market share in 2021, from approximately 55% in 2017. From this growth, only 3% to 5% derives from traditional banks, demonstrating how digital accounts and fintech s have impacted the regional market. We strongly believe that the digital adoption in the region is still in early stages, but most of the high-quality businesses across the most relevant sectors are suffering from the capital constraints and the lack of available funding to develop and expand their business models, which limits their growth potential in the long run. Based on this, we will focus on industries and businesses that are either consolidating or have strived through the recent volatile environment, triggered by the pandemic, and continue to create value for their customers through cross-border expansion or technological advancements. We aim to help the target company by providing the necessary funding to continue developing its business and with strong experience and know-how managing and expanding companies across the region, in order to unlock its growth potential. In addition to the industry opportunity, supportive regulatory frameworks in both Brazil and Mexico should enable further growth in the region. In the case of Brazil, the Central Bank has passed a series of 105 Table of Contents measures throughout recent years to increase efficiency, transparency and competition. In Mexico, there is a national digital strategy and programs being established that support digitalization such as "Internet para Todos" that was recently launched with the main objective of raising internet coverage to 95% of the population by 2024, from 70% in 2019. The "Internet para Todos" project has a total budget of US $56 million. Additionally, the president Andr s Manuel Lopez Obrador increased the budget allocated to the information technology and communications industry for 2021 by 60% from MXN$17,474 million in 2020 to MXN$27,930 million. On the other hand, the United States-Mexico-Canada Agreement and particular regulation such as the , ' ': Ley Fintech that promotes Open Banking should act as a catalyst for growth, development and productivity. Our Team, Sponsors & Board Members We intend to identify and seek to consummate a business combination with a company that could benefit from a hands-on partner with extensive financial, operational, strategic, and technology implementation experiences. Even fundamentally sound companies can often underperform due to underinvestment, temporary periods of dislocation in the markets in which they operate, over-levered capital structures, excessive cost structures, incomplete management teams and/or inappropriate business strategies. APx s founding team, sponsors and board members have extensive experience in identifying, structuring, and executing acquisitions across various industries to capture arbitrage opportunities and managing assets to optimize business performance. Our founding team has been instrumental in implementing business overhauls and helping them transition to the public markets. We have an extensive network of relationships, the result of our long careers in the industry, ranging from owners of private and public companies, private equity funds, government institutions and regulators. We believe that this network will allow us to source a substantial number of attractive risk-adjusted acquisition opportunities. Our ability to identify and implement value creation initiatives will remain central to our unique acquisition strategy. Our objective is to generate attractive financial returns and create significant value for our shareholders, leveraging our experience and relationships with top individuals and industry players in the region. APx, along with its affiliates, has a dedicated operations team that assists in due diligence processes and oversees the onboarding of new investments, negotiates with management teams, assesses key valuation metrics, and develops initiatives to enhance the performance of the implemented strategies. We anticipate utilizing APx's platform to provide us with access to its team, deal prospects and network, along with any necessary resources to aid in the identification, diligence, and operational support of a target for our initial business combination. Given the unique characteristics and acquisition criteria of APx Acquisition Corp. I, we do not anticipate any potential conflict of interest when deciding which vehicle will pursue and fund a potential business combination. Please refer to the "Acquisition Criteria" section of this Offering for further detail. We will seek to capitalize on the entrepreneurial, operating and investing experience of APx s founders and board members. Together, they have a combined experience of over 100 years in financial services as founders, C-level executives, and investors. Our management team will consist of our two executives and will be supported by four board members, as described below. Daniel Braatz serves as our Chief Executive Officer and Chairman of the Board. Mr. Braatz is regarded as a top entrepreneur in the financial service, alternative assets, distress and real estate sectors in Mexico, given his track record of identifying promising opportunities and fostering their growth to become proven performers. Mr. Braatz serves as CEO and Chairman of the Board of APx Capital. Mr. Braatz co-founded FHipo, leading the way for a new asset class in Mexico. Under his leadership, FHipo became the first MREIT in the region with over US$1.4 billion in AUM and the first REIT to execute a full internalization of its external manager leading to significant returns to shareholders and promoting the implementation of best practices for local capital markets. Mr. Braatz is also founder of other successful businesses such as (i) Yave, a leading non-bank digital mortgage lender in Mexico, (ii) VRE, a vertical residential developer, and (iii) AC Capital, a distressed asset fund. Finally, Mr. Braatz led the M&A and debt efforts for the acquisition of HiTo as part of APx portfolio, implementing an aggressive leverage buyout that ultimately was successfully repaid thanks to the company s outperformance. He has extensive experience and track record executing landmark transactions as well as in investing and creating investment platforms in US and Latin America with a combined AUM of over US$1.8 billion. Mr. Braatz is also an 106 Table of Contents active LP investor through different funds and companies, holding board and LPAC positions. Mr. Braatz currently serves as a board member of FHipo, Infosel, Conjunto Inmobiliario Polanco, Yave, Parkour Ventures and AC Capital and also holds an LPAC position in Yaax Capital. Additionally, Mr. Braatz co-founded VACE Partners, where he advised and led high-profile transactions in Mexico and Latin America. Prior to his entrepreneurial life, Mr. Braatz worked at Citigroup as an investment banker, where he led iconic M&A transactions such as the acquisition of Aeromexico, the sale of Grupo Gigante, and the auction of FARAC I. Mr. Braatz holds a B.S. in Industrial Engineering from Instituto Tecnol gico Aut nomo de M xico (ITAM). Xavier Martinez serves as our Chief Financial Officer. Mr. Martinez has been a member of APx Capital since inception, analyzing deal flow and execution of M&A, equity raising, and key investments. Prior to APx, Xavier served as Vice President of Investments and Chief Business Development Officer at FHipo, where he evaluated, issued, and invested in diverse types of mortgage securities such as residential mortgage portfolio and MBS equity tranches. During his tenure at FHipo, Mr. Martinez planned, structured, and executed financing transactions in both public and private markets in excess of US$1.0 billion. Furthermore, Mr. Martinez played a key role in securing both of FHipo s capital market equity issuances. Mr. Martinez is co-founder of Yave, where he led the business development strategy, developing its business plan and executing its initial capital raise. Mr. Martinez received a B.A. in Economics from Universidad Iberoamericana and an MBA from the Kellogg School of Management at Northwestern University. Alfredo Vara serves as one of our directors. Mr. Vara is co-founder and member of the board of APx Capital. Has more than 25 years of experience in the public and private financial sector, through diverse financial institutions and investing platforms with AUM in excess of US$1.5 billion). Mr. Vara is co-founder of VACE Partners, directing diverse transactions through Mexico and Latin America including M&A, structured debt, capital raising, and financial advice, among others. Mr. Vara is Co-founder, member of the board, and the first managing partner of FHipo, and is currently involved in the vehicle s strategic decision-making. Mr. Vara is co-founder and board member of AC Capital and Yave. Mr. Vara is the largest minority investor in HiTo, master administrator platform, and advisor to the board. Mr. Vara was General Director of Banobras, the fifth largest bank in Mexico by loan portfolio, from February 2017 to November 2018 and during his tenure financial performance was substantially improved while financial access was promoted. Banobras became the first issuer of sustainable bonds in Latin America, among other important achievements. Mr. Vara was also in charge of overseeing FONADIN s investments, the biggest MLP in Mexico. Mr. Vara has served as board member, at different times, of Afore XXI, Infonavit, Fincasa, Finrural, among others. Prior to his entrepreneurial experiences, Mr. Vara was a first level officer at IPAB (Instituto para la Protecci n al Ahorro Bancario). He also worked for Deutsche Bank s Latin American Global Market Sales Group, where he headed the Debt Local Capital Markets effort in Mexico. Mr. Vara is currently working on several new initiatives. Mr. Vara holds a B.S. in Economics from ITAM, and an MBA and M.A. in Economics from Yale University. David Proman will serve as one of our independent directors following the completion of this offering. Mr. Proman is currently CEO of Global X Digital, a renewable energy powered, private bitcoin miner and blockchain infrastructure company headquartered in Oklahoma City. Mr. Proman recently transitioned from his role as a Partner and Managing Director at Fir Tree, a New York based private investment firm that invests worldwide in public and private companies, real estate, and sovereign debt. Mr. Proman has deep expertise in many industry sectors including commodity, infrastructure, real estate, direct lending, fintech and digital assets, as well as having significant operational and corporate governance experience. As a senior investment team partner, Mr. Proman acted as a fiduciary to Fir Tree s Limited Partners and managed many of the firm s most successful, high profile investments – from idea generation through diligence, structuring, sourcing, trading, capital allocation, value creation and exit. During his 11 years at Fir Tree, he was responsible for a wide range of complex, large scale transactions, including spearheading the firm s decade long, multi-billion-dollar activist RMBS recovery effort. Mr. Proman also has significant merger and acquisition and capital markets transaction experience, negotiating, structuring, and overseeing more than $10 billion in transactions related to Fir Tree investments and portfolio companies. Mr. Proman served on the boards of directors of both public and private companies, including many commodity production, infrastructure and real estate businesses. He is 107 Table of Contents an expert in corporate governance and has also formed and led various steering committees on behalf of large institutional investors. Prior to his role at Fir Tree, Mr. Proman was a Portfolio Manager and Analyst at Kore Advisors, a fixed income investment manager. At Kore, his duties included the valuation, analysis, trading and portfolio management of credit, equities, derivatives, and swaps (credit default, interest rate and total return). He was also responsible for sales and trading relationships across 30+ counterparties (corporate credit, ABS, rates, repo and prime brokerage). Mr. Proman received a B.A. in Economics from the University of Virginia in 2004. Diego Dayenoff will serve as one of our independent directors following the completion of this offering. Mr. Dayenoff is a Senior Managing Director at Key Square, where he has a focus on equity and credit investments. Prior to Key Square, he served as a Managing Director and Partner at Fir Tree from 2011 to 2017. At Fir Tree he oversaw sovereign, credit, and equity investments. Prior to joining Fir Tree, Mr. Dayenoff worked at Eton Park in their Emerging Markets team where he focused on public market opportunities across Latin America from 2008 to 2011. Prior to Eton Park, he worked at SAC in the convertible arbitrage group and Lehman Brothers in their US credit proprietary trading desk. Mr. Dayenoff received an M.B.A. from Harvard Business School where he was a Baker Scholar and a B.S. in Business Administration with honors from the University of Buenos Aires. Angel Losada Moreno will serve as one of our independent directors following the completion of this offering. Mr. Losada currently acts as President of the Board of Directors of Grupo Gigante, S.A.B. de C.V., a publicly listed company in Mexico. Mr. Losada is also the president of the board of directors of the following companies: (i) Office Depot de Mexico, (ii) Toks restaurants, (iii) Grupo Gigante Inmobiliario and (iv) Grupo Presidente, a hotel, restaurant, and club manager company in Mexico. Mr. Losada is also a member of boards of directors of several other companies, such as Telefonos de Mexico, S.A. de C.V., Grupo Financiero Banamex - Citigroup, S.A., Ver Bien para Aprender Mejor Foundation, A.C., National Chamber of Commerce of the city of Mexico and Food Marketing Institute of the United States of America. In addition, Mr. Losada has been the president of the board of directors of the Mexican National Association of Supermarkets and Departmental Stores, A.C. (ANTAD). Mr. Losada has a B.S. in Business Administration from Anahuac University. Our management team has extensive knowledge of the region and the required skills to search for and consummate a business combination. Furthermore, our team has the experience required to carry out a successful business plan, implement growth initiatives, conduct further acquisitions, optimize capital structure, and lever their network in benefit of the acquired business, as displayed through their track record. Moreover, our board members possess a set of invaluable attributes that we believe will enhance our ability to create value for our shareholders through a successful business combination. Our board members have been serial entrepreneurs and investors, collectively serve on more than a dozen company boards and committees and have first-hand knowledge of potential opportunities in the region that could lead to an attractive business combination. Notwithstanding the foregoing, the past successes of our management team, APx, our other officers and directors, and their respective affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or realize success with respect to any business combination we may consummate. You should not rely on the historical record of such individuals or entity s performance as indicative of our future performance. None of our officers or directors has had experience with blank check companies or special purpose acquisition companies in the past. Target Business Focus Our approach is to identify and execute a business combination in which we can apply our distinctive blend of experience and skills to create value for our shareholders over time. We believe our combination of profound expertise and our proven entrepreneurial and corporate operating experience, alongside our strong network of relationships and knowledge of the region will allow us to identify an extensive range of 108 Table of Contents attractive combination opportunities and successfully bring one to the U.S. capital markets, unleashing its full potential. We intend to focus our search on Latin American target businesses with a natural focus in certain countries such as Mexico, the United States Hispanic market, Chile, Peru and Colombia. However, we are not limited to companies in this geographic area. We believe that there is a rich opportunity to focus on many growth-stage businesses that have limited access to credit or other capital sources, and that have high-growth prospects and proven business models and are led by qualified entrepreneurs and strong management teams that focus on value creation across the region. We propose to focus our search on companies that could achieve cross-border expansions, have a unique story or value proposition and have the capacity to be technologically enabled. We intend to identify and acquire a business that could benefit from leveraging our extensive operational, capital markets and investment management experience in the Latin American markets and that present an attractive risk-adjusted return profile. We will seek to capitalize on Latin America s growing sectors by looking to meet the capital needs of high-growth middle-market companies that are well positioned in the competitive local and regional landscape to thrive as public businesses. More importantly, we believe the region offers attractive entry valuations and a favorable investment climate for providers of smart capital. Latin America is an emerging economy with high rates of projected growth for innovative businesses and relatively scarce equity financing. We intend to capitalize on this unfulfilled equity demand. Latin America has strong performing companies seeking access to capital and managerial expertise to take them to the next stage of development. We intend to leverage our team s collective managerial, operational, financial, technological, and transactional expertise to build a strong business with competitive advantages to emerge as a leading public company. We have confidence that many companies will need a partner that can assist in providing more experienced operational and financial guidance to support their growth, as well as a strategic decision-making to enhance technological capabilities and facilitate expansion. Our team includes a variety of professionals who will assist a target business access the public markets. Our team, sponsors and board members consist of professionals who have decades of experience in capital markets globally. In addition, we intend to provide strategic, marketing and planning guidance in conjunction with high-level access to relevant industry players. We will seek to play an active role in the institutionalization of the target company, not only in terms of corporate governance and information compliance, but also in strengthening management capacity by leading the selection of key individuals that complement the skills of existing teams. Furthermore, we believe that through our extensive networks and recognized position in the industry, we will also help foster new sales, suppliers, technological implementation, and strategic relationship opportunities, including joint ventures, acquisitions and other partnerships that represent significant value creation opportunities for the target company. Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into an initial business combination with a target business that does not meet one or all of these criteria and guidelines. We intend to acquire companies that: are established companies with proven business models, strong operations and fundamentals for revenue and bottom-line growth; can use technology to drive significant operational improvements and efficiency gains, or improve their strategic positions by implementing technology solutions to differentiate product offerings; have leading, growing or strong industry positioning, or are well positioned to participate as a consolidator in its sector; 109 Table of Contents have room to achieve better results by leveraging the operating and financial experience of our management team; generate or have the potential to generate solid, stable and predictable free cash flows; are prepared to be publicly listed in the US, with the capability to operate in the scrutiny of public markets, with strong management, corporate governance, and reporting policies either in place or can be easily implemented; and have an experienced management team that can implement growth initiatives, organic and inorganic with access to a primary capital injection. These criteria are not intended to be limitative or exhaustive. Any evaluation relating to the merits of a particular initial business combination might be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria our management may deem relevant. We believe our management team s extensive network; broad industry knowledge and highly regarded experience will result in a robust deal flow from which we may select a target. Why Now The current economic situation in Latin America caused by the COVID-19 health crisis and the inconsistencies resulting from inadequate economic policy decision-making in most countries provide a unique opportunity for international investors to capitalize in fast growing companies that in the past, or in a stable economic environment, would have many other alternatives for capital investments to strengthen their competitive position. Latin America s local markets lack investor depth and liquidity, thwarting the ability to take complete advantage of basic and sophisticated capital market investments and structures. This limits the capacity for high-growth companies to raise equity organically or debt at attractive terms, hindering the progress of these companies and establishing a need for external forces to supply equity investments. The economic crisis has derived in momentarily value dislocation, common to a wide variety of industry sectors and geographies originated from an imbalance in revenue and costs, customer shift in preferences, inability to adopt technology as a new lever for efficiency and growth, and lack of fiscal and economic support from governments in certain countries. This value displacement has created an opportunity for a vehicle like this to partner with champions in their sectors and fund business expansion. Latin America s capital markets and banking penetration continue to lag developed economies, it is expensive and lengthy for a company to access the public equity markets; although numerous countries have implemented policies to diminish such gap, and while some have been relatively successful, in general, these efforts have proved trivial. The lack of efficient capital markets provides an opening for sophisticated investors to exploit and for businesses to seek international capital that, via a diversified investor base, should reflect the company s true equity value. We consider that this market imperfection makes us attractive given that businesses seek alternative sources of funding and consider a US listing as a competitive advantage to foster future growth. Finally, profitable transactions, providing proof of concept for both target businesses and investors have bolstered the development and trust of SPACs in the region, which remain attractive and continue to bear minimal competition. We believe that the current economic conditions and the healthy performance of recent transactions, combined with APx founder team s experience, will allow our group to capitalize on a profitable investment opportunity. 110 Table of Contents Initial Business Combination Nasdaq rules require and our amended and restated memorandum and articles of association provide that we must consummate an initial business combination with one or more operating businesses or companies with assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commission held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination upon standards generally accepted by the financial community. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board of directors determines that outside expertise would be helpful or necessary in conducting such analysis. As any such opinion, if obtained, would only state that the fair market value meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of the target or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required by Schedule 14A of the Exchange Act, any proxy solicitation materials or tender offer documents that we will file with the SEC in connection with our initial business combination will include such opinion. We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Sourcing of Potential Business Combination Targets We believe our management team s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. 111 Table of Contents This network has provided our management team with a flow of referrals that has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our management team will provide us important sources of investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our directors and officers presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check companies and other entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she may be required to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. To address the matters set out above our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (ii) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or office, on the one hand, and us, on the other. In addition, our amended and restated articles of association will contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to our company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 112 Table of Contents 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Status as a Public Company We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their stock, shares or other equity interests in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses, market and other uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with a business combination with us. Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company s profile among potential new customers and vendors and aid in attracting talented employees. While we believe that our structure and our management team s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively. We are an "emerging growth company," as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. Additionally, we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not equal or exceed $700 million as of the prior June 30. Financial Position With funds available for a business combination initially in the amount of $144,750,000 (assuming no redemptions), after payment of $5,250,000 of deferred underwriting fees (or $166,462,500 (assuming no redemptions) after payment of $6,037,500 of deferred underwriting fees if the underwriters over-allotment option is exercised in full), in each case, after estimated offering expenses and working capital costs of $2,050,000, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us. 113 Table of Contents Effecting Our Initial Business Combination General We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination target in any industry, we intend to focus our search on companies in a SSLA or companies outside a SSLA that provide goods and services to Spanish speaking markets. Accordingly, there is no current basis for investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business. We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the 114 Table of Contents issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsor, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. Sources of Target Businesses We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder s fee, consulting fee or other compensation to be determined in an arm s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of a finder s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). In addition, commencing on the date of this prospectus, we will pay our sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team and other expenses and obligations of our sponsor. Any such payments prior to our initial business combination will be made from funds held outside the trust account. Other than the foregoing, there will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors, or from completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm, that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Evaluation of a Target Business and Structuring of Our Initial Business Combination In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to 115 Table of Contents move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination. Lack of Business Diversification For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may: subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and cause us to depend on the marketing and sale of a single product or limited number of products or services. Limited Ability to Evaluate the Target s Management Team Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination. Following our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. Shareholders May Not Have the Ability to Approve Our Initial Business Combination We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, 116 Table of Contents we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for business or other reasons. Under Nasdaq s listing rules, shareholder approval would be required for our initial business combination if, for example: We issue ordinary shares that will be equal to or in excess of 20% of the number of our shares of our ordinary shares then outstanding (other than in a public offering); Any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or The issuance or potential issuance of ordinary shares will result in our undergoing a change of control. Permitted Purchases of Our Securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We will adopt an insider trading policy which will require insiders to (1) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information and (2) clear certain trades prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. The purpose of any such purchases of shares could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. 117 Table of Contents Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Our sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our initial shareholders, officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor, officers, directors, advisors or any of their affiliates will select which shareholders to purchase shares from based on a negotiated price and number of shares and any other factors that they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. Our sponsor, officers, directors and/or their affiliates will not make purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.20 per public share, and such amount may be increased by $0.20 per unit in the event we decide to extend the time to consummate our business combination by six months, as described herein. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination. Limitations on Redemptions Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will 118 Table of Contents be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Manner of Conducting Redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq s shareholder approval rules. The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of two-thirds of our ordinary shares entitled to vote thereon, so long as we offer redemption in connection with such amendment. If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law. A quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares, private placement shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders founder shares, we would need 5,625,001, or 37.5%, of the 15,000,000 public shares 119 Table of Contents sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to, at the holder s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares. Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial 120 Table of Contents business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on Redemption Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Delivering Share Certificates in Connection with the Exercise of Redemption Rights As described above, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to, at the holder s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares. There is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the broker 121 Table of Contents submitting or tendering shares a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to submit or tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination. If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares. If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus). Redemption of Public Shares and Liquidation if No Initial Business Combination Our amended and restated memorandum and articles of association provide that we will have only 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) to complete our initial business combination. If we have not completed our initial business combination within such period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the allotted time period. Our sponsor, officers and directors have entered into an agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus). However, if our sponsor or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time period. Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business 122 Table of Contents combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $650,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay income taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses. If we were to expend all of the net proceeds of this offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.20. The funds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.20. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors claims. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third-party if management believes that such third party s engagement would be in the best interests of the company under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Marcum LLP, our independent registered public accounting firm, and the underwriters of this offering will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than Marcum LLP, our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.20 123 Table of Contents per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. In the event that the funds in the trust account are reduced below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.20 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.20 per share. We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to $650,000 from the proceeds of this offering and the sale of the private placement Warrants, with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses and other operating expenses exceed our estimate of $1,400,000, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses and other operating expenses are less than our estimate of $1,400,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the funds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.20 per share to our public shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may 124 Table of Contents be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus), (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder s voting in connection with the business combination alone will not result in a shareholder s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. Comparison of Redemption or Purchase Prices in Connection with Our Initial Business Combination and if We Fail to Complete Our Initial Business Combination. The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and if we have not completed our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus). Redemptions in Connection with our Initial Business Combination Other Permitted Purchases of Public Shares by our Affiliates Redemptions if we fail to Complete an Initial Business Combination Calculation of redemption price Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.20 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going- private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. If we have not completed our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus), we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.20 per share), including interest earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest income to pay dissolution expenses) divided by the number of then outstanding public shares. Impact to remaining shareholder The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account). If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions. 125 Table of Contents Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419 The following table compares the terms of this offering to the terms of an offering by a blank check company subject to the provisions of Rule 419. This comparison assumes that the gross proceeds, underwriting commissions and underwriting expenses of our offering would be identical to those of an offering undertaken by a company subject to Rule 419, and that the underwriters will not exercise their over-allotment option. None of the provisions of Rule 419 apply to our offering. Terms of Our Offering Terms Under a Rule 419 Offering Escrow of offering proceeds $153,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States at Bank of America, National Association with Continental Stock Transfer & Trust Company acting as trustee. Approximately $127,575,000 of the offering proceeds, representing the gross proceeds of this offering, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. Investment of net proceeds $153,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. Receipt of interest on escrowed funds Interest on proceeds from the trust account to be paid to shareholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. 126 Table of Contents Terms of Our Offering Terms Under a Rule 419 Offering Limitation on fair value or net assets of target business We must complete one or more business combinations having an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. Trading of securities issued The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or the immediately following business day if such 52nd day is not a business day) unless BofA Securities, Inc., the representative of the underwriters, inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. Exercise of the warrants The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering. The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. 127 Table of Contents Terms of Our Offering Terms Under a Rule 419 Offering Election to remain an investor We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per-share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations and on the conditions described herein. We may not be required by law to hold a shareholder vote. If we are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. Additionally, each public shareholder may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. 128 Table of Contents Terms of Our Offering Terms Under a Rule 419 Offering Business combination deadline If we have not completed an initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. If an acquisition has not been completed within 18 months after the effective date of the company s registration statement, funds held in the trust or escrow account are returned to investors. Release of funds Except for the withdrawal of interest to pay our taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we have not completed our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus), subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity. The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. 129 Table of Contents Terms of Our Offering Terms Under a Rule 419 Offering Delivering share certificates in connection with the exercise of redemption rights We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to, at the holder s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Many blank check companies provide that a shareholder can vote against a proposed business combination and check a box on the proxy card indicating that such shareholder is seeking to exercise its redemption rights. After the business combination is approved, the company would contact such shareholder to arrange for delivery of its share certificates to verify ownership. Accordingly, a public shareholder would have up to two business days prior to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. 130 Table of Contents Terms of Our Offering Terms Under a Rule 419 Offering Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares without our prior consent. However, we would not restrict our shareholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Many blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination. Competition In identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination. Facilities We currently utilize office space at Juan Salvador Agraz 65, Contadero, Cuajimalpa de Morelos, 05370, Mexico City, Mexico. We consider our current office space adequate for our current operations. Employees We currently have two officers: Daniel Braatz and Xavier Martinez. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination. Periodic Reporting and Financial Information We will register our units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants. We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in 131 Table of Contents assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material. We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes- Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. 132 Table of Contents In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equal or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. Legal Proceedings There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such. Management Officers and Directors Our officers, directors and director nominees are as follows: Name Age Position Daniel Braatz 37 Chief Executive Officer, Chairman of the Board Xavier Martinez 29 Chief Financial Officer Alfredo Vara Alonso 52 Director Angel Losada Moreno 66 Director Nominee David Proman 39 Director Nominee Diego Dayenoff 43 Director Nominee Daniel Braatz serves as our Chief Executive Officer and Chairman of the Board. Since its inception, Mr. Braatz has served as CEO and Chairman of the Board of APx Capital. In addition, Mr. Braatz (i) co-founded (a) FHipo, the first MREIT in the region with over US$1.4 billion in AUM, and (b) VACE Partners, a company providing specialized financial services, (ii) founded (a) Yave, a leading non-bank digital mortgage lender in Mexico, (b) VRE, a vertical residential developer, and (c) AC Capital, a distressed asset fund, (iii) currently serves as a board member of FHipo, Infosel, Conjunto Inmobiliario Polanco, Yave, Parkour Ventures and AC Capital and (iv) holds an LPAC position in Yaax Capital. Prior to his entrepreneurial life, Mr. Braatz worked at Citigroup as an investment banker. Mr. Braatz holds a B.S. in Industrial Engineering from Instituto Tecnol gico Aut nomo de M xico (ITAM). We believe Mr. Braatz's extensive corporate and private venture capital experience, as well as his extensive experience serving in a number of executive positions and as a board member of other companies, makes him well qualified to serve as a Chief Executive Officer and Chairman of the Board. Xavier Martinez serves as our Chief Financial Officer. Mr. Martinez has been a member of APx Capital since inception. Prior to APx, Xavier served as Vice President of Investments and Chief Business Development Officer at FHipo. Mr. Martinez is also a co-founder of Yave. Mr. Martinez received a B.S. in Economics from Universidad Iberoamericana and an MBA from the Kellogg School of Management at Northwestern University. We believe Mr. Martinez's extensive corporate and private venture capital experience makes him well qualified to serve as Chief Financial Officer. Alfredo Vara serves as one of our directors. Mr. Vara is (i) a co-founder and member of the board of APx Capital, AC Capital and Yave (ii) a co-founder of VACE Partners (iii) a co-founder, member of the board, and the first managing partner of FHipo, and is currently involved in the vehicle s strategic decision-making and (iv) the largest minority investor in HiTo, master administrator platform, and advisor to the board. From February 2017 to November 2018, Mr. Vara was General Director of Banobras, the fifth 133 Table of Contents largest bank in Mexico by loan portfolio. Mr. Vara has served as board member, at different times, of Afore XXI, Infonavit, Fincasa, Finrural, among others. Prior to his entrepreneurial experiences, Mr. Vara was a first level officer at IPAB (Instituto para la Protecci n al Ahorro Bancario). He also worked for Deutsche Bank s Latin American Global Market Sales Group. Mr. Vara holds a B.S. in Economics from ITAM, and an MBA and M.A. in Economics from Yale University. We believe Mr. Vara's extensive corporate and private venture capital experience, as well as his extensive experience serving in a number of executive positions and as a board member of other companies, makes him well qualified to serve as a director. David Proman will serve as one of our independent directors following the completion of this offering. Mr. Proman is currently CEO of Global X Digital, a renewable energy powered, private bitcoin miner and blockchain infrastructure company headquartered in Oklahoma City. Mr. Proman recently transitioned from his role as a Partner and Managing Director at Fir Tree, a New York based private investment firm that invests worldwide in public and private companies, real estate, and sovereign debt. Mr. Proman served on the boards of directors of both public and private companies, including many commodity production, infrastructure and real estate businesses. Prior to his role at Fir Tree, Mr. Proman was a Portfolio Manager and Analyst at Kore Advisors, a fixed income investment manager. Mr. Proman received a B.A. in Economics from the University of Virginia in 2004. We believe Mr. Proman's experience with growth-oriented companies across various industries, as well as his extensive experience serving in a number of executive positions and as a board member of other companies, makes him well qualified to serve as a director. Diego Dayenoff will serve as one of our independent directors following the completion of this offering. Mr. Dayenoff is a Senior Managing Director at Key Square, where he has a focus on equity and credit investments. Prior to Key Square, he served as a Managing Director and Partner at Fir Tree from 2011 to 2017. Prior to joining Fir Tree, Mr. Dayenoff worked at Eton Park in their Emerging Markets team where he focused on public market opportunities across Latin America from 2008 to 2011. Prior to Eton Park, he worked at SAC in the convertible arbitrage group and Lehman Brothers in their US credit proprietary trading desk. Mr. Dayenoff received an M.B.A. from Harvard Business School where he was a Baker Scholar and a B.S. in Business Administration with honors from the University of Buenos Aires. We believe Mr. Dayenoff's experience with equity and credit investments makes him well qualified to serve as a director. Angel Losada Moreno will serve as one of our independent directors following the completion of this offering. Mr. Losada currently acts as President of the Board of Directors of Grupo Gigante, S.A.B. de C.V., a publicly listed company in Mexico. Mr. Losada is also the president of the board of directors of the following companies: (i) Office Depot de Mexico, (ii) Toks restaurants, (iii) Grupo Gigante Inmobiliario and (iv) Grupo President, a hotel, restaurant, and club manager company in Mexico. Mr. Losada is also a member of boards of directors of several other companies, such as Telefonos de Mexico, S.A. de C.V., Grupo Financiero Banamex - Citigroup, S.A., Ver Bien para Aprender Mejor Foundation, A.C., National Chamber of Commerce of the city of Mexico and Food Marketing Institute of the United States of America. In addition, Mr. Losada has been the president of the board of directors of the Mexican National Association of Supermarkets and Departmental Stores, A.C. (ANTAD). Mr. Losada has a B.S. in Business Administration from Anahuac University. We believe Mr. Losada's extensive experience serving as a board member and president of the board of directors of various private and public companies makes him well qualified to serve as a director. Number and Terms of Office of Officers and Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of five members and be divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Diego Dayenoff, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Alfredo Vara Alonso and David Proman, will expire at the second annual general 134 Table of Contents meeting. The term of office of the third class of directors, consisting of Daniel Braatz and Angel Losada Moreno, will expire at the third annual general meeting. Only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to appoint directors may be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Director Independence Nasdaq listing standards require that a majority of our Board of Directors be independent within one year of our initial public offering. An "independent director" is defined generally as a person who, in the opinion of the company s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder, stockholder or officer of an organization that has a relationship with the company). Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have three "independent directors" as defined in Nasdaq listing standards and applicable SEC rules prior to completion of this offering. Our board of directors has determined that Angel Losada Moreno, David Proman and Diego Dayenoff are "independent directors" as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team and other expenses and obligations of our sponsor. In addition, our sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder s and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors 135 Table of Contents for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will have three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Both our audit committee and our compensation committee will be composed solely of independent directors. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our board and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering. Audit Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. Angel Losada Moreno, David Proman and Diego Dayenoff will serve as the members and David Proman will serve as chair of the audit committee. Angel Losada Moreno, David Proman and Diego Dayenoff are independent of and unaffiliated with our sponsor and our underwriters. Under Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Each of Angel Losada Moreno, David Proman and Diego Dayenoff are financially literate and our board of directors has determined that David Proman qualifies as an "audit committee financial expert" as defined in applicable SEC rules and has accounting or related financial management expertise. We have adopted an audit committee charter, which will detail the principal functions of the audit committee, including: assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the registered public accounting firm has with us in order to evaluate their continued independence; 136 Table of Contents setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent auditor s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under "Management s Discussion and Analysis of Financial Condition and Results of Operations"; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors. Angel Losada Moreno, David Proman and Diego Dayenoff will serve as the members and Angel Losada Moreno as chair of the compensation committee. Under Nasdaq listing standards, all the directors on the compensation committee must be independent. We have adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including: reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer s compensation, evaluating our chief executive officer s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer s based on such evaluation; reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; reviewing our executive compensation policies and plans; implementing and administering our incentive compensation equity-based remuneration plans; assisting management in complying with our proxy statement and annual report disclosure requirements; approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; producing a report on executive compensation to be included in our annual proxy statement; and reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. 137 Table of Contents Notwithstanding the foregoing, as indicated above, other than the payment to an affiliate of our sponsor of up to $10,000 per month, for up to 24 months, for office space, utilities, secretarial and administrative support, other expenses and obligations of our sponsor and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Nominating and Corporate Governance Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance will be Angel Losada Moreno, David Proman and Diego Dayenoff. Diego Dayenoff will serve as chair of the nominating and corporate governance committee. Under Nasdaq listing standards, all the directors on the nominating and corporate governance committee must be independent. We have adopted a nominating and corporate governance committee charter, which will detail the purpose and responsibilities of the nominating and corporate governance committee, including: identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors; developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The charter will also provide that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm s fees and other retention terms. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. 138 Table of Contents Compensation Committee Interlocks and Insider Participation None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors. Code of Business Conduct and Ethics Prior to the consummation of this offering, we will adopt a Code of Business Conduct and Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Business Conduct and Ethics as an exhibit to the registration statement of which this prospectus is a part. You will be able to review this document by accessing our public filings at the SEC s web site at www.sec.gov. In addition, a copy of the Code of Business Conduct and Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. See the section of this prospectus entitled "Where You Can Find Additional Information." If we make any amendments to our Code of Business Conduct and Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Form S-1 or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: (i) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not improperly fetter the exercise of future discretion; (iv) duty to exercise powers fairly as between different sections of shareholders; (v) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and (vi) duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. 139 Table of Contents Each of our directors and officers presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check companies and other entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity. Before we can pursue such opportunity. If these other entities decide to pursue such opportunity, we may be precluded from pursuing the same. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. To address the matters set out above our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. In addition, our amended and restated articles of association will contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to our company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity. Below is a table summarizing the other entities to which our officers, directors and director nominees currently have fiduciary duties or contractual obligations: Individual Entity/Organization Entity s Business Affiliation APx Capital Alternative Investment Fund CEO and Chairman of the Board FHipo MREIT Co-Founder and Board Member Infosel Financial Services Board Member Conjunto Inmobiliario Polanco Real Estate Agency Board Member Yave Non-Bank Digital Mortgage Lender Founder and Board Member Daniel Braatz VRE Vertical Residential Developer Founder AC Capital Distressed Asset Fund Founder and Board Member Yaax Capital Venture Capital Fund LPAC Parkour Ventures Asset Management Fund LPAC VACE Partners Specialized Financial Services Co-Founder Xavier Martinez Yave Non-Bank Digital Mortgage Lender Co-Founder VACE Partners Specialized Financial Services Co-Founder FHipo MREIT Co-Founder, Director and Managing Partner Alfredo Vara Alonso AC Capital Distressed Asset Fund Co-Founder and Board Member Yave Non-Bank Digital Mortgage Lender Co-Founder and Board Member HiTo Master Servicer Largest Minority Investor, Master Administrator Platform and Advisor to the Board Grupo Gigante, S.A.B. de C.V Retail, Services and Real Estate President of the Board Office Depot de Mexico Office Supply Retail President of the Board Toks Restaurants Fast Casual Restaurant Chain President of the Board Grupo Gigante Inmobiliario Real Estate Developer and Manager President of the Board Grupo President Hotel, Restaurant, and Club Manager President of the Board Angel Losada Moreno Grupo Financiero Banamex - Citigroup, S.A. Financial Services Board Member Ver Bien para Aprender Mejor Foundation Visual Health Foundation Board Member A.C. National Chamber of Commerce of the city of Mexico Chamber of Commerce Board Member Food Marketing Institute of the United States of America Food Safety and Nutrition Foundation Board Member Grupo Aeroportuario del Pacifico Airport Operator Board Member Novag Infancia Pharmaceuticals Board Member PETCO Mexico Pet Supply Retail Board Member David Proman Global X Digital Renewable Energy Powered, Private Bitcoin Mining and Blockchain Infrastructure CEO Diego Dayenoff Key Square Investment Management Senior Managing Director 140 Table of Contents Potential investors should also be aware of the following other potential conflicts of interest: Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our initial shareholders purchased founder shares prior to the date of this prospectus and will purchase private placement warrants in a transaction that will close simultaneously with the closing of this offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. 141 Table of Contents We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking which is a member of FINRA or a valuation or appraisal firm, that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, in no event will our sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by the company any finder s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination. Further, commencing on the date our securities are first listed on Nasdaq, we will also pay our sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative services provided to members of our management team and other expenses and obligations of our sponsor. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and they
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/AQLS_arculus_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/AQLS_arculus_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..955b30f2f47cdfcdfbbdcf0c03ee9e8dadc93a12
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/AQLS_arculus_prospectus_summary.txt
@@ -0,0 +1,162 @@
+SUMMARY OF PROSPECTUS
+
+ 
+
+5
+
+GENERAL INFORMATION ABOUT OUR COMPANY
+
+ 
+5
+
+THE OFFERING
+
+ 
+5
+
+RISK FACTORS
+
+ 
+
+6
+
+RISKS ASSOCIATED WITH OUR COMPANY
+
+ 
+6
+
+RISKS ASSOCIATED WITH THIS OFFERING
+
+ 
+8
+
+USE OF PROCEEDS
+
+ 
+
+11
+
+DETERMINATION OF OFFERING PRICE
+
+ 
+
+11
+
+DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
+
+ 
+
+11
+
+PLAN OF DISTRIBUTION
+
+ 
+
+12
+
+OFFERING WILL BE SOLD BY OUR OFFICER AND DIRECTOR
+
+ 
+12
+
+TERMS OF THE OFFERING
+
+ 
+13
+
+DEPOSIT OF OFFERING PROCEEDS
+
+ 
+13
+
+PROCEDURES FOR AND REQUIREMENTS FOR SUBSCRIBING
+
+ 
+13
+
+DESCRIPTION OF SECURITIES
+
+ 
+13
+
+INTEREST OF NAMED EXPERTS AND COUNSEL
+
+ 
+14
+
+DESCRIPTION OF BUSINESS
+
+ 
+
+14
+
+LEGAL PROCEEDINGS
+
+ 
+
+17
+
+MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
+
+ 
+17
+
+FINANCIAL STATEMENTS
+
+ 
+18
+
+MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
+
+ 
+18
+
+CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
+
+ 
+20
+
+DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON
+
+ 
+
+20
+
+EXECUTIVE COMPENSATION
+
+ 
+
+21
+
+SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
+
+ 
+22
+
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+
+ 
+
+23
+
+INDEMNIFICATION 
+
+ 
+
+23
+
+AVAILABLE INFORMATION
+
+ 
+
+23
+
+ 
+
+4 | Page
+
+AZZURRO SOLUTIONS CORP.
+
+V Osik ch, 24, Dolni Mecholupy
+
+Prague, Czech Republic 10900
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/ARBEW_arbe_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/ARBEW_arbe_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5a6d10d59f611b32e34889c2eb4caf50d52ba7c5
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/ARBEW_arbe_prospectus_summary.txt
@@ -0,0 +1,31150 @@
+PROSPECTUS SUMMARY
+
+ This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our ordinary shares. You should read this entire prospectus carefully, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision.
+
+ Our Business
+
+ Arbe is a provider of 4D Imaging Radar solutions, and is leading a radar revolution, enabling truly safe driver-assist systems today while paving the way for fully autonomous driving. Arbe is a research and development company in the field of chips for advanced radar systems, which are mainly intended to be used as Advanced Driver Assistance Systems ( ADAS ) adapted for the next generation of autonomous vehicles as well as for non-automotive uses.
+
+ Arbe is empowering automakers, tier-1 companies, and enabling autonomous ground vehicles, commercial and industrial vehicles, and a wide array of safety applications with next-generation sensing and paradigm-changing perception. Arbe s Imaging Radar offers an order of magnitude higher resolution than any other competing radar solution in the market, and is an essential sensor for L2+ and higher levels of autonomy. Arbe s solution includes an RF chipset with the largest channel array in the industry, a groundbreaking radar processor chip, and AI-based post-processing. Founded in 2015, Arbe has offices in Israel and the United States.
+
+ 4D is called 4D because it provides a high-resolution long-range radar sensor that not only detects the distance, relative speed, and an angular measurement of objects but also the height of the object above the road. This capacity can help an autonomous vehicle to decide whether a stationary object up ahead is a manhole cover you can drive over or a guardrail you need to avoid. Arbe s 4D imaging radar is the world s first radar to separate, track, and identify objects in any weather or lighting condition in 2K ultra-high resolution in both azimuth and elevation, delivering an image that Arbe believes is 100 time more detailed than any radar on the market. Arbe achieves this capability with its proprietary radio frequency chipset with the highest channel count in the industry, and a groundbreaking radar processor chip, the first dedicated processor designed specifically for the performance and power saving requirements of the automotive industry, and AI-based post-processing.
+
+ Arbe s unique solution addresses the core issues that have caused the recent autonomous vehicle and autopilot accidents such as detecting stationary objects, identifying vulnerable road users, and eliminating false alarms without radar ambiguities. Addressing extensive driving scenarios and corner cases and all lighting and weather conditions makes Arbe s solution a critical sensor for vehicles which operate at a Level 2 and higher degree autonomy. Vehicles that are Level 2 are vehicles which includes integrated automation systems, where the driver is still required to control and monitor the environment at all times. The higher the level, the more autonomous the vehicle, with a Level 5 vehicle being fully autonomous with no driver input. 
+
+ The Business Combination Agreement and PIPE Investment
+
+ In anticipation of the Merger, Arbe effected the Recapitalization resulting in the Arbe shareholders holding 48,268,611 Ordinary Shares, based on a valuation of $525 million. 
+
+ Pursuant to the Business Combination Agreement, at the Effective Time of the Merger, (i) each outstanding share of ITAC Common Stock, including shares of ITAC Common Stock issued to the PIPE Investors (but excluding any Arbe Ordinary Shares issued to PIPE Investors directly by Arbe), was converted into the right to receive one newly issued Arbe Ordinary Share, and (ii) each outstanding ITAC Warrant was converted into the right to receive an equal number of Arbe Warrants with the same exercise price per share and for the same exercise period. Except that the rights of Arbe Ordinary Shares are governed by Israeli law rather than Delaware law, the Arbe Warrants are substantially identical to the ITAC Warrants. 
+
+ 
+
+ 4
+
+ Table of Contents
+
+ 
+ Effect of COVID-19
+
+ In the first quarter of 2020, the world was hit by the global spread of COVID-19. This dramatic event resulted in macroeconomic consequences. Many countries, including Israel, took significant steps to stem the spread of the virus. These measures included: quarantines, social distancing, restrictions on the movement of citizens, minimizing (and preventing) gatherings and events, restricting transportation of passengers and goods, closing international borders.
+
+ The spread of COVID-19 and the actions taken by governments have had a significant impact on the automotive industry, which experienced a dramatic decline in volumes of vehicle production and sales. Some automotive factories were shut down during this period, and new projects planned for the near future were put on hold or cancelled. As a result, some ADAS providers announced following the spread of the pandemic that production would be suspended due to low demand and bottlenecks in the supply chain, alongside their commitment to safeguard the health of employees.
+
+ As of the date of this prospectus, many automakers around the world have not yet resumed full operations since the pandemic began. The automotive factories in China are an exception to this pattern, as they were early to return to normal and are currently operating at an accelerated rate.
+
+ The extent of the impact of the pandemic on Arbe s operational and financial performance will depend on various future developments, including the duration and spread of the COVID-19 outbreak and impact on Arbe s customers, suppliers, contract manufacturers and employees, all of which is uncertain at this time. Arbe believes that the long-term horizon of its business plans can mitigate the impact of the pandemic, but Arbe has taken various measures (such as furloughing employees and adjusting wages) to minimize expenses during this period of reduced activity.
+
+ As a result of the pandemic and the steps taken by the Government of Israel to address the pandemic, Arbe reduced its expenses by salary reductions, a hiring freeze and the postponement of the production of its chipsets. The pandemic delayed projects with Tier 1 suppliers and OEMs by an estimated six months. By the end of the third quarter and the beginning of the fourth quarter of 2020, Arbe saw that the automotive industry was starting to become normal, and, based on its indications from the Tier 1 suppliers and OEMs with which Arbe had been working before the pandemic, it ramped up its operations, started hiring and started working toward its full production plan.
+
+ Our Organization
+
+ We are an Israeli corporation founded on November 4, 2015. The mailing address for our principal executive office is 10 HaHashmonaim St 107, Tel Aviv-Yafo, Israel. Its telephone number is +972-73-7969804, ext. 200. Arbe s website is https://arberobotics.com/. Information contained on, or that can be accessed through, Arbe s website or any other website is expressly not incorporated by reference into and is not a part of this prospectus.
+
+ Foreign Private Issuer Status
+
+ We are a foreign private issuer within the meaning of the rules under the Exchange Act. As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:
+
+ we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;
+
+ for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;
+
+ we are not required to provide the same level of disclosure on certain issues, such as executive compensation;
+
+ we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;
+
+ we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and
+
+ we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any short-swing trading transaction.
+
+ 
+
+ 5
+
+ Table of Contents
+
+ 
+ We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of the Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.
+
+ The Nasdaq listing rules provide that a foreign private issuer may follow the practices of its home country, which for us is Israel, rather than the Nasdaq rules as to certain corporate governance requirements, including the requirement that the issuer have a majority of independent directors and the audit committee, compensation committee and nominating and corporate governance committee requirements, the requirement to disclose third party director and nominee compensation and the requirement to distribute annual and interim reports. A foreign private issuer that follows a home country practice in lieu of one or more of the listing rules shall disclose in its annual reports filed with the SEC each requirement that it does not follow and describe the home country practice followed by the issuer in lieu of such requirements. Currently, Arbe does not plan to rely on the home country practice exemption with respect to its corporate governance other than the quorum requirements. Arbe s Restated Articles provide that two shareholders holding 25% of the voting shares constitutes a quorum, as contrasted with the Nasdaq requirement of one-third of a company s outstanding voting securities. If Arbe chooses to take advantage of other home country practice in the future, its shareholders may be afforded less protection than they otherwise would enjoy under Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. 
+
+ Implications of Being an Emerging Growth Company
+
+ As a company with less than US$1.07 billion in revenue for the last fiscal year, we qualify as an emerging growth company pursuant to the Jumpstart Our Business Startups Act of 2012, as amended (the JOBS Act ). An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We intend to take advantage of certain of these exemptions.
+
+ We will remain an emerging growth company until the earliest of (i) the last day of our fiscal year during which we have total annual gross revenues of at least US$1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of the Merger; (iii) the date on which we have, during the previous three year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a large accelerated filer under the Exchange Act, which would occur if the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. 
+
+ 
+
+ 6
+
+ Table of Contents
+
+ 
+ The Offering
+
+ 
+
+ 
+ 
+
+ Ordinary Shares Offered:
+
+ 
+ 
+ 
+ The Selling Shareholders are offering 57,212,314 ordinary shares(1) 
+
+ 
+ 
+
+ 
+ 
+ Outstanding Ordinary Shares:
+
+ 
+ 
+ 
+ 62,135,453 ordinary shares(2) 
+
+ 
+ 
+
+ 
+ 
+ Use of Proceeds:
+
+ 
+ 
+ 
+ Arbe will not receive any proceeds from this offering 
+
+ 
+ 
+
+ 
+ Stock Split 
+
+ All share and per share information concerning our ordinary shares reflects the 46.25783-for-one stock split as part of Recapitalization. 
+
+ ____________
+ (1) Represents 57,546,869 outstanding ordinary shares and 227,959 ordinary shares issuable upon exercise of warrants held by one of the selling shareholders. 
+
+ (2) Does not include 7,623,600 ordinary shares issuable upon exercise of the Company s public warrants, 3,112,080 ordinary shares issuable upon exercise of the Company s private warrants, 3,951,112 ordinary shares issuable pursuant to exercise of outstanding options under the Company s 2016 Incentive Share Option Plan, a total of 4,136,320 ordinary shares which may be granted under the 2021 Share Incentive Plan, and 52,318 ordinary shares which are available under the 2016 plan and which may be granted pursuant to the 2021 plan. 
+
+ 
+
+ 
+
+ 7
+
+ Table of Contents
+
+ 
+ SUMMARY FINANCIAL INFORMATION
+
+ The following statements of operations data for the years ended December 31, 2020 and 2019, balance sheet data as of December 31, 2020 and 2019 and statements of cash flows data for the years ended December 31, 2020 and 2019 have been derived from Arbe s audited consolidated financial statements included elsewhere in this prospectus. The following statements of operations data for the six months ended June 30, 2021 and 2020, balance sheet data at June 30, 2021 and statements of cash flows data for the six months ended June 30, 2021 and 2020 have been derived from Arbe s unaudited consolidated financial statements included elsewhere in this prospectus. All share and per share information being adjusted to reflect the Recapitalization, including the 46.25783-for-one stock split. You should read this Summary Financial Data section together with Arbe s financial statements and the related notes and Arbe s Management s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this prospectus. 
+
+ Dollars in thousands, except per share information.
+
+ Statements of Operations Data: 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Six Months Ended June 30, 
+
+ 
+ 
+ 
+ Year Ended December 31, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2021 
+
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+ 
+ 2019 
+
+ 
+ 
+
+ 
+ 
+ Revenues 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,101 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 138 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 332 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cost of Revenues 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 678 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 137 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 340 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Gross Profit (Loss) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 423 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (8 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Operating Expenses: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Research and Development 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,552 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 6,625 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 12,794 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 22,012 
+
+ 
+ 
+
+ 
+ 
+ Sales and Marketing 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 747 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 560 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,063 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,933 
+
+ 
+ 
+
+ 
+ 
+ General and Administrative 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,119 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 507 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,093 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,187 
+
+ 
+ 
+
+ 
+ 
+ Total Operating Expenses 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 11,418 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 7,692 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 14,950 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,132 
+
+ 
+ 
+
+ 
+ 
+ Operating Loss 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,995 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 7,691 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 14,958 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,132 
+
+ 
+ 
+
+ 
+ 
+ Financial Expenses, net 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 17,964 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 99 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 667 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 475 
+
+ 
+ 
+
+ 
+ 
+ Net Loss 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 28,959 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 7,790 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 15,625 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 25,607 
+
+ 
+ 
+
+ 
+ 
+ Net Loss per Ordinary Share (basic and diluted) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 3.07 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 0.85 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1.70 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 2.87 
+
+ 
+ 
+
+ 
+ 
+ Average Ordinary Shares Outstanding 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,417,400 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,154,101 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,205,169 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 8,910,561 
+
+ 
+ 
+
+ 
+ Balance Sheet Data: 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ June 30,
+2021 
+
+ 
+ 
+ 
+ December 31, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+ 
+ 2019 
+
+ 
+ 
+
+ 
+ 
+ Current assets 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 8,477 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 4,021 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 17,422 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Working capital (deficiency) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (345 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (1,250 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 11,060 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Redeemable convertible preferred shares 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 58,387 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 55,440 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 53,973 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accumulated deficit 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (90,513 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (61,554 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (45,929 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Shareholders deficiency 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (88,670 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (60,157 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (45,053 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ Selected Cash Flows Data: 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Six Months Ended June 30, 
+
+ 
+ 
+ 
+ Years Ended December 31, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2021 
+
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+ 
+ 2019 
+
+ 
+ 
+
+ 
+ 
+ Net cash used in operating activities 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (8,718 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (9,270 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (15,285 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (22,559 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Net cash provided by (used in) investing activities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (2,340 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 5,154 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 8,704 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (7,537 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Net cash provided by (used in) financing activities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 12,927 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (193 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,532 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 35,545 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net (decrease) increase in cash and cash equivalents and short-term restricted cash 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,869 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (4,309 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (4,049 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 4,449 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+
+ 
+
+ 
+
+ 8
+
+ Table of Contents
+
+ 
+ HISTORICAL COMPARATIVE AND PRO FORMA COMBINED
+PER SHARE DATA OF ITAC AND ARBE
+
+ The following table sets forth summary historical comparative share and per share information for ITAC and Arbe and unaudited pro forma condensed combined per share information of ITAC after giving effect to the Merger (including the Recapitalization). The historical financial information for Arbe retroactively reflects the 46.25783-for-one stock split and the changes in par value of the Arbe Ordinary Shares from NIS 0.01 per share to NIS 0.000216 per share effected on October 7, 2021 as part of the Recapitalization effected in connection with the Merger. 
+
+ The unaudited pro forma book value information reflects the Merger as if it had occurred on June 30, 2021. The weighted average shares outstanding and net earnings per share information reflect the Merger and the Recapitalization as if they had occurred on January 1, 2020. 
+
+ This information is only a summary and should be read together with the summary historical financial information included elsewhere in this prospectus, and the historical financial statements of ITAC and Arbe and related notes that are included elsewhere in this prospectus. The unaudited pro forma combined per share information of ITAC and Arbe is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this prospectus. 
+
+ The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period and treats the Recapitalization as being effective on January 1, 2020. The unaudited pro forma combined book value per share information below does not purport to represent what the value of ITAC and Arbe would have been had the companies been combined during the periods presented. 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ ITAC 
+
+ 
+ 
+ 
+ Arbe 
+
+ 
+ 
+ 
+ Combined Pro Forma 
+
+ 
+ 
+
+ 
+ 
+ As of and For the Six Months Ended June 30, 2021(2) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Book value per share(1) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (7.57 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (9.42 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1.56 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Weighted average shares outstanding basic and diluted 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,057,136 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,417,400 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 61,751,794 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss per share basic and diluted 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (0.04 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (3.07 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (0.46 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ ____________
+ (1) Book value per share equals total equity divided by total shares. The ITAC historical weighted average shares outstanding includes 7,623,600 shares subject to redemption for ITAC at June 30, 2021. 
+
+ (2) No cash dividends were declared under the periods presented. 
+
+ Summary of Risk Factors
+
+ Arbe s business is subject to numerous risks described in the section titled Risk Factors and elsewhere in this prospectus. The main risks set forth below and others you should consider are discussed more fully in the section entitled Risk Factors, which you should read in its entirety.
+
+ Arbe is an early-stage company with a history of losses, and it expects to incur significant expenses and continuing losses for the foreseeable future.
+
+ Arbe s limited operating history and evolving business model makes evaluating its business and future prospects difficult and may increase the risk of your investment.
+
+ Arbe is creating innovative technology by designing and developing unique components. The high price of, or low yield in, these components may affect Arbe s ability to sell at competitive prices, or may lead to losses.
+
+ Arbe expects to invest substantially in research and development for the purpose of developing and commercializing new products, and these investments could significantly reduce its profitability or increase its losses and may not generate revenue for Arbe.
+
+ If market adoption of Arbe s products does not develop, or develops more slowly than Arbe expects, its business will be adversely affected.
+
+ 
+
+ 9
+
+ Table of Contents
+
+ 
+ Adoption of Arbe s products for other emerging markets may not occur or may occur more slowly than Arbe anticipates, which would adversely affect Arbe s business and prospects.
+
+ Agreements with customers may not generate the anticipated revenue as Arbe is subject to the risks of cancellation or postponement of contracts or unsuccessful implementation
+
+ Arbe may not be able to accurately estimate the supply and demand of its products, which could result in a variety of inefficiencies in its business and hinder its ability to generate revenue.
+
+ If market adoption of Arbe s products does not develop, or develops more slowly than Arbe expects, its business will be adversely affected.
+
+ Arbe targets many customers that are large companies with substantial negotiating power, exacting product standards and potentially competitive internal solutions. If Arbe is unable to sell its products to these customers, its prospects and results of operations will be adversely affected.
+
+ Arbe continues to implement strategic initiatives designed to grow its business. These initiatives may prove more costly than it currently anticipates, and Arbe may not succeed in increasing its revenue in an amount sufficient to offset the costs of these initiatives and to achieve and maintain profitability.
+
+ The markets in which Arbe competes are characterized by rapid technological change, which requires Arbe to continue to develop new products and product innovations, and could adversely affect market adoption of its products.
+
+ Certain of Arbe s strategic, development and supply arrangements could be terminated or may not materialize into long-term contract partnership arrangements.
+
+ Adoption of Arbe s products for other emerging markets may not occur or may occur more slowly than Arbe anticipates, which would adversely affect Arbe s business and prospects.
+
+ The complexity of Arbe s products could result in unforeseen delays or expenses from undetected defects, errors or bugs in hardware or software which could reduce the market adoption of its new products, damage its reputation with current or prospective customers, expose Arbe to product liability, warranty and other claims and adversely affect its operating costs.
+
+ Arbe operates in a highly competitive market against a large number of both established competitors and new market entrants, and some market participants have substantially greater resources than Arbe.
+
+ Arbe expects its results of operations to fluctuate on a quarterly and annual basis, which could cause the share price of the combined company to fluctuate or decline.
+
+ Arbe s business depends on its ability to attract and retain highly skilled personnel and senior management. Failure to effectively retain, attract and motivate key employees could diminish the anticipated benefits of the Business Combination.
+
+ Arbe relies on third-party suppliers and, because some of the key components in its products come from limited or sole sources of supply, Arbe is susceptible to supply shortages, including a shortage of semiconductors which is affecting the auto industry in general, long lead times for components and supply changes, any of which could disrupt its supply chain and could delay deliveries of its products to customers.
+
+ Arbe may be subject to risks associated with autonomous driving, including, but not limited to, technical malfunctions, regulatory obstacles, and/or product liability.
+
+ Arbe has been, and may in the future be, adversely affected by the global COVID-19 pandemic or another pandemic, the duration and economic, governmental and social impact of which is difficult to predict, which may significantly harm Arbe s business, prospects, financial condition and operating results.
+
+ Arbe may not be able to adequately protect or enforce its intellectual property rights or prevent unauthorized parties from copying or reverse engineering its solutions, and Arbe s efforts to protect and enforce its intellectual property rights and prevent third parties from violating its rights may be costly. 
+
+ 
+
+ 10
+
+ Table of Contents
+
+ 
+ Arbe relies on its unpatented proprietary technology, trade secrets, processes and know-how, in addition to patented technology.
+
+ Arbe is subject to, and must remain in compliance with, numerous laws and governmental regulations concerning the manufacturing, use, distribution and sale of its products, as well as requirements of some of its customers.
+
+ Arbe s business may be adversely affected by changes in automotive safety regulations or concerns that drive further regulation of the automobile safety market.
+
+ As a company organized under the laws of Israel and located in Israel, Arbe will be subject to risks associated with conducting business in Israel, including risks related to political, economic, and military conditions in Israel and the surrounding region.
+
+ Failures, or perceived failures, to comply with privacy, data protection, and information security requirements in the variety of jurisdictions in which Arbe operates may adversely impact its business, and such legal requirements are evolving, uncertain and may require improvements in, or changes to, Arbe s policies and operations.
+
+ 
+
+ 11
+
+ Table of Contents
+
+ 
+ PRICE RANGE OF SECURITIES AND DIVIDENDS
+
+ Arbe s Ordinary Shares and Warrants are listed on Nasdaq under the ticker symbols ARBE and ARBEW, respectively. 
+
+ Holders
+
+ As of October 7th, 2021, (i) Arbe had 115 shareholders of record, and (ii) Arbe had 20 shareholders of record located in the United States who own approximately 11% of Arbe s Ordinary Shares. 
+
+ As of October 7th, 2021, Arbe had 115 holders of record of its public warrants, all of which are located in the United States. 
+
+ Dividends
+
+ Arbe has not paid any dividends to its shareholders. Arbe anticipates that it will retain its earnings for use in business operations and, accordingly, does not anticipate that Arbe s board of directors will declare dividends in the foreseeable future. 
+
+ 
+
+ 12
+
+ Table of Contents
+
+ 
+ RISK FACTORS
+
+ An investment in our ordinary shares involves significant risks. You should carefully consider all of the information in this prospectus, including the risks and uncertainties described below, before making an investment in our ordinary shares. Any of the following risks could have a material adverse effect on our business, financial condition and results of operations. In any such case, the market price of our ordinary shares could decline, and you may lose all or part of your investment.
+
+ The risks set out below are not exhaustive and do not comprise all of the risks associated with an investment in Arbe. Additional risks and uncertainties not currently known to Arbe or which Arbe currently deems immaterial may also have a material adverse effect on Arbe s business, financial condition, results of operations, prospects and/or its share price.
+
+ Unless the context otherwise requires, all references in this section to we, us, or our or words of like import refer to Arbe and its subsidiaries.
+
+ Risks Related to Arbe s Business and Industry
+
+ Arbe is an early-stage company with a history of losses, and expects to incur significant expenses and continuing losses for the foreseeable future. 
+
+ Arbe incurred a net loss of approximately $29.0 million on revenues of approximately $1.1 million for the six months ended June 30, 2021 and a net loss of approximately $15.6 million on revenues of approximately $332,000 for the year ended December 31, 2020. No assurance can be made that Arbe can or will become profitable. Until such time as Arbe begins material commercial deliveries products, it is likely to continue to generate losses. Even if Arbe is able to begin making material commercial deliveries of its products, there can be no assurance that they will be commercially successful. 
+
+ Arbe expects that losses will continue in the future, and losses may be significantly higher (and may be significantly higher) as Arbe:
+
+ expands its production capabilities or outsources such production;
+
+ expands its design, development, installation and servicing capabilities;
+
+ increase its research and development;
+
+ produces an inventory; and
+
+ increases its sales and marketing activities and develops its distribution infrastructure.
+
+ Arbe will incur the expenses from these efforts before it receives sufficient revenues to cover its incremental revenues with respect thereto, and therefore Arbe s losses in future periods may be significant. In addition, Arbe may find that these efforts are more expensive than it currently anticipates or that these efforts may not result in revenues, which would further increase Arbe s losses.
+
+ The report of Arbe s independent registered public accounting firm expresses substantial doubt about its ability to continue as a going concern.
+
+ Arbe s auditor, Somekh Chaikin, Member Firm of KPMG International, has indicated in its report on Arbe s financial statements for the fiscal year ended December 31, 2020 that Arbe has suffered recurring losses from operations and has a negative cash flow from operating activities that raise substantial doubt about its ability to continue as a going concern. A going concern qualification could impair Arbe s ability to finance its operations through the sale of equity, to incur debt, or to pursue other financing alternatives. Arbe believes that, as a result of the Merger and the PIPE financing, the auditors will be able to remove the going concern qualification. 
+
+ 
+
+ 13
+
+ Table of Contents
+
+ 
+ Arbe s limited operating history and evolving business model makes evaluating its business and future prospects difficult and may increase the risk of your investment.
+
+ Arbe has been focused primarily on developing 4D imaging radar technology products since 2017, and has not generated any revenue until 2020. This relatively limited operating history and modest level of revenue to date makes it difficult to evaluate Arbe s future prospects and the risks and challenges it may encounter. Further, because Arbe has limited historical financial data and operates in a rapidly evolving market, any predictions about its future revenue and expenses may not be as accurate as they would be if it had a longer operating history or operated in a more predictable market.
+
+ In addition, following the closing of the Merger, Arbe s management may decide to make changes to Arbe s business model in response to shifts or perceived shifts in market sentiment or otherwise and it may incorrectly gauge the direction of the market. In this connection, Arbe s business and operations may undergo changes that result is a material change in its business and the direction of its business. Any such modifications could result in increased losses (as pivoting the business may be costly) and future results may differ materially from those that were presented to the ITAC Board of Directors or otherwise presented herein. Any change in Arbe s business model may make the results of its operations to date less useful in evaluating Arbe s business and prospects.
+
+ If Arbe fails to address the risks and difficulties that it faces, including those described elsewhere in this Risk Factors section, its business, financial condition and results of operations could be impaired. Arbe has encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If Arbe s assumptions regarding these risks and uncertainties, which it uses to plan and operate its business, are incorrect or change, or if it does not address these risks successfully, its results of operations could differ materially from its expectations and its business, financial condition and results of operations could be adversely affected.
+
+ Because Arbe is creating innovative technology by designing and developing unique components, the high price of or low yield in these components may affect Arbe s ability to sell at competitive prices, and may lead to losses.
+
+ Part of Arbe s technological approach to providing cost-effective and high-performance products involves using a multi-disciplinary approach to design some of its components. Many of these components are complex and contain multiple sophisticated elements with various workstreams involved therein. Such elements may require extreme precision and present challenges to bring products to market in an efficient and profitable manner. This can lead to increased costs of production or a decrease in the production yield as compared to what is currently contemplated or projected. Any such change could significantly increase Arbe s production costs and thereby decrease its margins and potentially increase or cause losses for Arbe.
+
+ Arbe expects to invest substantially in research and development for the purpose of developing and commercializing new products, and these investments could significantly reduce its profitability or increase its losses and may not generate revenue for Arbe.
+
+ Arbe s future growth depends on maintaining its technological leadership in order to introduce new products that achieve market acceptance and penetrate new markets. Therefore Arbe currently plans to incur substantial research and development costs as part of its efforts to design, develop, manufacture and commercialize new products and enhance existing products. Arbe s research and development expenses were approximately $9.6 million for the six months ended June 30, 2021, approximately $12.8 million for 2020 and approximately $22.0 million for 2019. The decrease in research and development expenses in 2020 reflected the staff reductions and a hiring freeze following steps taken by Arbe to address the COVID-19 pandemic and the effect of the pandemic on the automotive industry in general. In addition, in 2019, Arbe had significant subcontractor costs involved in the development of its processor chip, which costs it did not have in 2020. Arbe expects that its research and development expenses are likely to grow in the future and it seeks to develop its products to meet the anticipated market need. Because Arbe expenses its research and development activities, as it increases these expenses will adversely affect Arbe s future results of operations. In addition, Arbe s research and development program may not produce successful results, and even if it does successfully produce new products, those products may not achieve market acceptance, create additional revenue or become profitable. Because the market for Arbe s products is both leading edge technology and an evolving industry, Arbe can only be successful if it can offer leading edge technology. The failure of Arbe to offer leading edge technology can materially impair its ability to operate profitably. 
+
+ 
+
+ 14
+
+ Table of Contents
+
+ 
+ Agreements with customers may not generate the anticipated revenue as Arbe is subject to the risks of cancellation or postponement of contracts or unsuccessful implementation.
+
+ Prospective customers of Arbe s products generally must make significant commitments of resources to test and validate Arbe s products and confirm that they can integrate with Arbe s products with other technologies before including Arbe s products in any particular system, product or model. The development cycles of Arbe s products with new customers varies widely depending on the application, market, customer and the complexity of the product. In the automotive market, for example, this development cycle can be over several years. As a result of these lengthy development cycles, Arbe spends significant time and resources to have its products selected by potential customers for a particular use. If Arbe fails to secure such relationships, it may not have an opportunity to supply its products within a sector with such a long lead time for a period of several years. Further, Arbe is subject to the risk that customers that order products, which are subject to the customer s ability to integrate the product with its other systems, may or postpone orders if the customer is not satisfied that Arbe s product and service meet the customer s requirements. One customer has a cancellation right on part of its order. If any of the aforementioned or other events were to occur, Arbe s business, results of operations and financial condition will be impaired.
+
+ Arbe may need to raise additional funds in the future in order to execute its business plan and these funds may not be available to Arbe when it needs them. If Arbe cannot raise additional funds when it needs them, its business, prospects, financial condition and operating results could be negatively affected.
+
+ Arbe may require capital in addition to the funds available as a result of the Merger in order to fund its growth strategy or to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances, and it may seek to raise such funding through equity or debt financing.
+
+ Arbe may not be able to timely secure such debt or equity financing on favorable terms, or at all. If Arbe raises additional funds through the issuance of equity or convertible debt or other equity-linked securities, shareholders following the closing of the Merger could experience significant dilution. In addition, any debt financing obtained by Arbe in the future, whether in the form of a credit facility or otherwise, could involve restrictive covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for Arbe to obtain additional capital and to pursue business opportunities, including potential acquisitions. If Arbe is unable to obtain adequate financing or financing on terms satisfactory to Arbe when Arbe requires it, Arbe s ability to continue to grow or support its business and to respond to business challenges could be significantly limited. In addition, because Arbe s decision to issue debt or equity in the future will depend on market conditions and other factors beyond its control, it cannot predict or estimate the amount, timing, nature or success of its future capital raising efforts.
+
+ If market adoption of Arbe s products does not continue to develop, or develops more slowly than Arbe expects, its business will be adversely affected.
+
+ While Arbe s products can be applied for uses in different markets, many of Arbe s products are still relatively new in the market and it is possible that other technologies and devices, based on new or existing technology or a combination of technologies, will achieve acceptance or leadership as compared to Arbe s existing or future product lines. Even if Arbe s products are used from and after the closing of the Merger, Arbe cannot guarantee that its products will be designed into or included in subsequent generations of such commercialized technology. In addition, Arbe expects that widescale use of its products may lag behind these initial applications significantly. The speed of market growth for Arbe s products is difficult if not impossible to predict, and it is more difficult to predict this market s future growth in light of the current economic consequences of the COVID-19 pandemic. In addition, to the extent that a market for Arbe s products develops successfully, Arbe expects that there will be increasing competition from alternative providers and other modalities. If Arbe is not successful in commercialization its products in a timely manner, or not as successful as Arbe expects, or if other modalities gain acceptance by potential customers of Arbe, regulators and safety organizations or other market participants, Arbe s business, results of operations and financial condition will be materially and adversely affected.
+
+ 
+
+ 15
+
+ Table of Contents
+
+ 
+ Arbe may not be able to accurately estimate the supply and demand of its products, which could result in a variety of inefficiencies in its business and hinder its ability to generate revenue. If Arbe fails to accurately predict its manufacturing requirements, it could incur additional costs or experience delays.
+
+ It is difficult to predict Arbe s future revenues and appropriately budget for its expenses, and Arbe may have limited insight into trends that may emerge and affect its business. Arbe expects that it will be required to provide forecasts of its demand to its potential suppliers several months prior to the scheduled delivery of products to its prospective customers. Currently, there is little historical basis for making judgments on the demand for Arbe s products or its ability to develop, produce, and deliver products, or Arbe s profitability in the future. If Arbe overestimates its requirements, its potential suppliers may have excess inventory, which indirectly would increase Arbe s costs. If Arbe underestimates its requirements, its potential suppliers may have inadequate inventory, which could interrupt manufacturing of its products and result in delays in shipments, which is likely to affect revenue an customer relations. In addition, lead times for materials and components that Arbe s potential suppliers order may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. If Arbe fails to order sufficient quantities of product components in a timely manner, the delivery of products to its potential customer base could be delayed, which would harm Arbe s business, financial condition and operating results.
+
+ Arbe targets many customers that are large companies with substantial negotiating power, exacting product standards and potentially competitive internal solutions. If Arbe is unable to sell its products to these customers, its prospects and results of operations will be adversely affected.
+
+ Many of Arbe s customers and potential customers are large, multinational companies with substantial negotiating power relative to Arbe and, in some instances, may have internal solutions that are competitive to Arbe s products. These large, multinational companies also have significant resources, which may allow them to acquire or develop competitive technologies either independently or in partnership with others. Accordingly, even after investing significant resources to develop a product, Arbe may not secure a design win or may not be able to commercialize a product on profitable terms. If Arbe s products are not selected by these large companies or if these companies develop or acquire competitive technology or negotiate terms that are disadvantageous to Arbe, it will have an adverse effect on Arbe s business.
+
+ Arbe continues to implement strategic initiatives designed to grow its business. These initiatives may prove more costly than it currently anticipates, and Arbe may not succeed in increasing its revenue in an amount sufficient to offset the costs of these initiatives and to achieve and maintain profitability.
+
+ Arbe continues to make investments and implement initiatives designed to grow its business, including:
+
+ investing in research and development;
+
+ expanding its sales and marketing efforts to attract new customers in new industries;
+
+ investing in new applications and markets for its products;
+
+ further enhancing its manufacturing processes and partnerships; and
+
+ investing in legal, accounting, and other administrative functions necessary to support its operations as a public company.
+
+ These initiatives may prove more expensive than it currently anticipates, and Arbe may not succeed in increasing its revenue, if at all, in an amount sufficient to offset these higher expenses and to achieve and maintain profitability. The market opportunities Arbe is pursuing are at an early stage of development, and it may be many years before the end markets Arbe expects to serve generate significant demand for its products at scale, if at all.
+
+ In addition, Arbe s revenue may be adversely affected for a number of reasons, including the development and/or market acceptance of new technology that competes with Arbe s products, changes by other market participants with respect to their acceptance or implementation of Arbe s technology, failure of Arbe s customers to commercialize autonomous systems that include Arbe s products, Arbe s inability to effectively manage its inventory or manufacture products at scale, Arbe s failure to enter new markets or to attract new customers or expand orders from existing 
+
+ 
+
+ 16
+
+ Table of Contents
+
+ 
+ customers or due to increasing competition. Furthermore, it is difficult to predict the size and growth rate of Arbe s target markets, customer demand for its products, commercialization timelines, developments in autonomous sensing and related technology, the entry of competitive products, or the success of existing competitive products and services. Accordingly, Arbe does not expect to achieve profitability over the near term. If Arbe s revenue does not grow over the long term, its ability to achieve and maintain profitability may be adversely affected, and the value of its business may significantly decrease.
+
+ The markets in which Arbe competes are characterized by rapid technological change, which requires Arbe to continue to develop new products and product innovations, and could adversely affect market adoption of its products.
+
+ While Arbe intends to invest substantial amounts on research and development, continuing technological changes in its technology and competitive technologies could adversely affect adoption of Arbe s products. Arbe s future success will depend upon its ability to develop and introduce a variety of new capabilities and innovations to its existing product offerings, as well as to introduce a variety of new product offerings to address the changing needs of the markets in which Arbe offers its products. Delays in delivering new products that meet customer requirements could damage Arbe s relationships with customers and lead them to seek alternative sources of supply.
+
+ If Arbe is unable to develop products or system configurations that meet customer requirements, including pricing, on a timely basis or that remain competitive with other technological alternatives, its products could lose market share, its revenue will decline, it may experience operating losses and its business and prospects will be adversely affected.
+
+ Certain of Arbe s strategic, development and supply arrangements could be terminated or may not materialize into long-term contracts.
+
+ Arbe has arrangements with strategic, development and supply arrangements with other companies for the development of products or for the incorporation of Arbe s products in a customer s products. Some of these arrangements are evidenced by memorandums of understandings and early stage agreements that are used for design and development purposes but that will require renegotiation at later stages of development or replacement by production or master agreements that have yet to be implemented under separately negotiated statements of work, each of which could be terminated or may not materialize into next-stage contracts or long-term contract arrangements. If these arrangements are terminated or if Arbe is unable to enter into next-stage contracts or long-term operational contracts, its business, prospects, financial condition and operating results may be materially adversely affected.
+
+ Arbe will be subject to risks associated with strategic alliances.
+
+ If Arbe is successful in entering into definitive agreements with potential suppliers or for potential strategic alliances the resulting arrangements will subject Arbe to a number of risks, including risks associated with non-performance by the third party and sharing proprietary information, any of which may materially and adversely affect Arbe s business and prospects. Arbe s limited ability to monitor or control the actions of these third parties and, to the extent any of these strategic third parties suffers negative publicity or harm to their reputation from events relating to their business, Arbe may also suffer negative publicity or harm to its reputation by virtue of its association with any such third party. In addition, a third party may have different priorities than Arbe with the effect that the supplier may not give Arbe s products the priority which Arbe considers important, which could impair our ability to generate revenue.
+
+ Arbe may experience difficulties in managing its growth and expanding its operations.
+
+ Arbe expects to experience significant growth in the scope and nature of its operations. Arbe s ability to manage its operations and future growth will require Arbe to continue to improve its operational, financial and management controls, compliance programs and reporting systems. Arbe is currently in the process of strengthening its compliance programs, including its compliance programs related to export controls, privacy and cybersecurity and anti-corruption and financial controls. Arbe may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have an adverse effect on its business, reputation and financial results.
+
+ 
+
+ 17
+
+ Table of Contents
+
+ 
+ Continued pricing pressures may result in lower than anticipated margins or losses, which may adversely affect Arbe s business.
+
+ Cost-cutting initiatives adopted by Arbe s customers as well as the effects of competition may result in increased downward pressure on pricing. Arbe expects that as its industry develops and competition grows, its agreements with existing customers may require step-downs in pricing over the term of the agreements or, if commercialized, over the periods of production, and Arbe may not be able to negotiate price reductions from its suppliers. In addition, Arbe s existing or future customers may reserve the right to terminate their supply contracts for convenience, which enhances their ability to obtain price reductions. Certain large customers may possess significant leverage over their suppliers, including Arbe, because the market is highly competitive. Accordingly, Arbe expects to be subject to substantial continuing pressure from its existing and prospective customers to reduce the price of its products. It is possible that pricing pressures beyond Arbe s expectations could intensify as automotive OEMs pursue restructuring, consolidation and cost-cutting initiatives. If Arbe is unable to generate sufficient production cost savings in the future to offset price reductions, its gross margin and profitability would be adversely affected.
+
+ Adverse conditions within Arbe s industry or the global economy more generally could have adverse effects on Arbe s results of operations.
+
+ Arbe s business is directly affected by and significantly dependent on business cycles and other factors affecting the global automobile industry and global economy generally. Production and sales within Arbe s industry are cyclical and depend on general economic conditions and other factors, including consumer spending and preferences, changes in interest rates and credit availability, consumer confidence, fuel costs, fuel availability, environmental impact, governmental incentives and regulatory requirements and political volatility. In addition, production and sales can be affected by Arbe s customers ability to continue operating in response to challenging economic conditions and in response to regulatory requirements and other factors. Any significant adverse change in any of these factors may result in a reduction in automotive sales and production by Arbe s customers and could have a material adverse effect on its business, results of operations and financial condition.
+
+ Use of Arbe s products for markets other than the automotive market may not develop or may develop much more slowly than Arbe anticipates, which would adversely affect Arbe s business and prospects.
+
+ Arbe is investing in and pursuing market opportunities in various new sectors and industries. Arbe believes that its ability to increase its revenue will depend in part on its ability to identify potential new markets and develop products and implements a marketing plan aimed at these new markets as they emerge. Each new market presents distinct risks and, in many cases, requires Arbe to address the particular requirements of that market.
+
+ Addressing these requirements can be time-consuming and costly. The market for Arbe s existing products and technology outside of its core customer base is relatively new, rapidly developing and unproven in many markets or industries. Many of the participants in the markets for Arbe s core technology outside of its existing target industries are still in testing and developing and may not succeed to commercialize certain of Arbe s products. Arbe cannot be certain that its products will be sold into these markets, or any market outside of where it currently operates, at scale. Adoption of Arbe s products outside of the industry in which it currently operates will depend on numerous factors, including: whether the technological capabilities of similar products meet users current or anticipated needs, whether the benefits of designing products such as Arbe s products into larger systems outweigh the costs, complexity and time needed to deploy such technology or replace or modify existing systems that may have used other modalities, whether users in other applications can move beyond the testing and development phases and proceed to commercializing systems supported by Arbe s technology and whether developers of products such as Arbe s products can keep pace with rapid technological change in certain developing markets and the global response to the COVID-19 pandemic and the length of any associated work stoppages. If technology developed by Arbe does not achieve commercial success outside of the current industry in which Arbe operates, or if the market develops at a pace slower than Arbe expects, Arbe s business, results of operation and financial condition may be materially and adversely affected.
+
+ If Arbe seeks to expand its business through acquisition, Arbe may not be successful in identifying acquisition targets or integrating their businesses with its existing business.
+
+ From time to time, Arbe may undertake acquisitions to add new products and technologies, acquire talent, gain new sales channels or enter into new markets or sales territories. To date, Arbe has no experience with acquisitions and the 
+
+ 
+
+ 18
+
+ Table of Contents
+
+ 
+ integration of acquired technology and personnel. Further, the ability to successfully identify an acquisition candidate, negotiate and close an acquisition and then integrate the acquired company may be made more difficult by travel limitations and difficulties resulting from the COVID-19 pandemic.
+
+ There are significant risks associated with any acquisition program, including, but not limited to, the following:
+
+ Arbe may incur significant expenses and devote significant management time to the acquisition and we may be unable to consummate the acquisition on acceptable terms.
+
+ If Arbe identifies an acquisition, it may face competition from other companies in the industry or from financial buyers in seeking to make the acquisition.
+
+ The integration of any acquisition with Arbe s existing business may be difficult and, if Arbe is not able to integrate the business successfully, it may not only be unable to operate the business profitably, but management may be unable to devote the necessary time to the development of Arbe s existing business;
+
+ The key employees who operated the acquired business successfully prior to the acquisition may not be happy working for Arbe and may resign, thus leaving the business without the necessary continuity of management.
+
+ Even if the business is successful, Arbe s senior executive officers may need to devote significant time to the acquired business, which may distract them from their other management activities.
+
+ If the business does not operate as we expect, we may incur an impairment charge based on the value of the assets acquired.
+
+ Arbe may have difficulty maintaining the necessary quality control over the acquired business and its products and services.
+
+ To the extent that an acquired company operates at a loss prior to Arbe s acquisition, Arbe may not be able to develop profitable operations following the acquisition.
+
+ Problems and claims relating to the acquired business that were not disclosed at the time of the acquisition may result in increased costs and may impair Arbe s ability to operate the acquired company.
+
+ The acquired company may have liabilities or obligations which were not disclosed to Arbe, or the acquired assets, including intellectual property assets, may not have the value Arbe anticipated.
+
+ Any indemnification obligations of the seller under the purchase agreement may be inadequate to compensate Arbe for any loss, damage or expense which it may sustain, including undisclosed claims or liabilities.
+
+ To the extent that the acquired company is dependent upon its management to maintain relationships with existing customers, Arbe may have difficulty in retaining the business of these customers if there is a change in management.
+
+ Government agencies may seek damages after Arbe makes the acquisition for conduct which occurred prior to the acquisition and Arbe may not have adequate recourse against the seller.
+
+ Arbe may require significant capital both to acquire and to operate the business, and the capital requirements of the business may be greater than Arbe anticipated, and Arbe s failure to obtain capital on reasonable terms may impair the value of the acquisition and may impair its continuing operations.
+
+ The acquired company may be impacted by unanticipated events, such as a pandemic such as the COVID-19 pandemic, the effect of climate changes or social unrest or other factors over which Arbe may have no control.
+
+ If any of these risks occur, Arbe s business, financial condition and prospects may be impaired.
+
+ 
+
+ 19
+
+ Table of Contents
+
+ 
+ The complexity of Arbe s products could result in unforeseen delays or expenses from undetected defects, errors or bugs in hardware or software which could reduce the market adoption of its products, damage its reputation with current or prospective customers, expose Arbe to product liability, recalls, warranty and other claims and adversely affect its operating costs.
+
+ Arbe s products are being designed to be, among other things, compatible with autonomous control. Autonomous driving technologies are subject to risks and there have been accidents and fatalities associated with such technologies. The safety of such technologies depends in part on user interaction and users, as well as other drivers on the roadways, may not be accustomed to using or adapting to such technologies. To the extent accidents associated with Arbe s products that are used with autonomous controls occur, Arbe could be subject to liability, negative publicity, government scrutiny and further regulation. Any of the foregoing could materially and adversely affect Arbe s results of operations, financial condition and growth prospects.
+
+ Arbe s products are technologically complex and require high standards to manufacture. Arbe has experienced in the past and will likely also experience in the future defects, errors or bugs at various stages of development and manufacturing. Arbe may be unable to timely release new products, manufacture existing products, correct problems that have arisen or correct such problems to its customers satisfaction. Additionally, undetected errors, defects, especially as new products are introduced or as new versions are released, could result in serious injury, including fatalities, to the end users of technology incorporating Arbe s products, or those in the surrounding area, its customers never being able to commercialize technology incorporating our products, litigation against Arbe, negative publicity and other consequences. These risks are particularly prevalent in the highly competitive markets in which Arbe operates. Some errors or defects in Arbe s products may only be discovered after they have been tested, commercialized and deployed by customers. In certain instances, Arbe may provide its customer with a time-limited warranty to its products. If such errors or defects occur within the respective warranty period, Arbe may incur significant additional development costs and product recall, repair or replacement costs. These problems may also result in claims against Arbe by its customers or by third parties. Arbe s reputation or brand may be damaged as a result of these problems and customers may be reluctant to buy its products, which could adversely affect its ability to retain existing customers and attract new customers, and could adversely affect its financial results.
+
+ In addition, Arbe could face material legal claims for breach of contract, product liability, tort or breach of warranty as a result of these problems. Defending a lawsuit, regardless of its merit, could be costly and may divert management s attention and adversely affect the market s perception of Arbe and its products. In addition, Arbe s business liability insurance coverage could prove inadequate with respect to a claim and future coverage may be unavailable on acceptable terms or at all. These product-related issues could result in claims against Arbe and its business could be adversely affected.
+
+ Arbe will be affected by these problems regardless of whether the defective product or component was manufactured or assembled by Arbe or by a supplier or contract manufacturer, and Arbe may not have adequate recourse against the supplier or contract manufacturer, and Arbe may not be able to obtain sufficient product liability insurance to protect it against such loss or expense, including the cost of litigation.
+
+ Legislation or government regulations may be adopted which may affect Arbe s products and liability.
+
+ Autonomous driving technology is subject to considerable regulatory uncertainty as the law evolves to catch up with the rapidly evolving nature of the technology itself, all of which are beyond Arbe s control. Arbe s products also may not achieve the requisite level of autonomous compatibility required for certification and rollout to consumers or satisfy changing regulatory requirements which could require Arbe to redesign, modify or update its products. Further, accidents, particularly accidents that involve a large number of deaths, even if our products are not involved, may result in industry-wide reevaluation of technologies used, with the effect that there is a slowdown as automobile manufacturers cease making purchase during the reevaluation process, which may result is suppliers other than Arbe becoming a preferred supplier.
+
+ The industry may become subject to increased legislation and regulation. Such legislation may be triggered by a perceived safety concern, or it may result from public reaction to accidents by automobiles, drones or other autonomous vehicles. The potential market for Arbe s products is international, and each country or region may impost different regulations. These regulations may relate the technical requirement and standards for end products or the components and may impose liability on the manufacturer or the seller of the product, which liability may be strict liability, for damage resulting from the autonomous vehicle. Further, the legislation or regulations in different countries may 
+
+ 
+
+ 20
+
+ Table of Contents
+
+ 
+ impose different standards, which may be conflicting. Any legislation or regulations which impose standards or which impose liability is likely to increase our manufacturing cost as well as the cost of compliance and product liability insurance.
+
+ Arbe operates in a highly competitive market against a large number of both established competitors and new market entrants, and some market participants have substantially greater resources than Arbe.
+
+ The markets for sensing technology applicable to autonomous solutions across numerous industries are highly competitive. Arbe s future success will depend on its ability to maintain its ability to develop and protect from in a timely manner and to stay ahead of existing and new competitors and satisfy the market that is technology is leading edge technology. A large number of companies, offer radar-based and LiDAR-based technologies in competition with Arbe. Some of these companies are better capitalized and better known than Arbe. Arbe s competitors compete with Arbe directly by offering similar products and indirectly by attempting to solve some of the same challenges with different technology. Arbe faces competition from other market participants, some of which have significantly greater resources than it does. Arbe s competitors may commercialize new technology which may achieve market adoption or stronger brand recognition as compared to Arbe s products. Even in emerging markets, Arbe faces substantial competition from numerous competitors seeking to prove the value of their technology. Additionally, increased competition may result in pricing pressure and reduced margins and may impede Arbe s ability to increase the sales of its products or cause it to lose market share, any of which will adversely affect its business, results of operations and financial condition.
+
+ Fluctuation of the results of Arbe s earnings on a quarterly and annual basis, which could cause the share price of the Arbe Ordinary Shares to fluctuate or decline.
+
+ Arbe is an early-stage company, and the results of its operations to date have primarily reflected its research and development expenses, and, commencing in 2020, Arbe had modest revenue from sales of its product, primarily to customers making purchases for their own research and development projects. In the future sales in any given quarter can fluctuate based on the timing and success of its customers development projects and marketing program. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Arbe s quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of its control and may not fully reflect the underlying performance of Arbe s business. These fluctuations could adversely affect Arbe s ability to meet its expectations or those of securities analysts or investors. If Arbe does not meet these expectations for any period, the value of its business and its securities could decline significantly. Factors that may cause these quarterly fluctuations include, without limitation, those listed below:
+
+ The timing and magnitude of orders and shipments of Arbe s products in any quarter;
+
+ Pricing changes Arbe may adopt to drive market adoption or in response to competitive pressure;
+
+ The timing of the completion of Arbe s application engineering services;
+
+ Arbe s ability to retain its existing customers and attract new customers;
+
+ Arbe s ability to develop, introduce, manufacture and ship in a timely manner products that meet customer requirements;
+
+ Disruption in Arbe s sales channels or termination of its relationships with important channel partners;
+
+ Delays in customers; purchasing cycles or deferments of customers; purchases in anticipation of new products or updates from Arbe or its competitors;
+
+ Fluctuations in demand pressures for Arbe s products;
+
+ The mix of products sold in any quarter;
+
+ The duration of the global COVID-19 pandemic or any other worldwide or regional health crisis, and the time it takes for economic recovery;
+
+ Events and conditions affecting Israel-based businesses;
+
+ 
+
+ 21
+
+ Table of Contents
+
+ 
+ The timing and rate of broader market adoption of autonomous systems both generally and those utilizing Arbe s smart vision solutions across the automotive and other market sectors;
+
+ Market acceptance of Arbe s core products and further technological advancements by Arbe and Arbe s competitors and other market participants;
+
+ The ability of Arbe s customers to commercialize systems that incorporate its products;
+
+ Any change in the competitive dynamics of Arbe s markets, including consolidation of competitors, regulatory developments and new market entrants;
+
+ Arbe s ability to effectively manage its inventory;
+
+ Changes in the source, cost, availability of and regulations pertaining to materials Arbe uses;
+
+ Adverse litigation, judgments, settlements or other litigation-related costs, or claims that may give rise to such costs;
+
+ Adverse publicity, litigation and governmental investigations affecting autonomous vehicles, regardless of whether Arbe s products are involved; and
+
+ General economic, industry and market conditions, including trade disputes.
+
+ Changes in tax laws or exposure to additional income tax liabilities could affect Arbe s future profitability.
+
+ Factors that could materially affect Arbe s future effective tax rates include but are not limited to:
+
+ Changes in tax laws or the regulatory environment;
+
+ Changes in accounting and tax standards or practices;
+
+ Eligibility for beneficial treatment under Israeli tax laws;
+
+ Changes in the composition of operating income by tax jurisdiction; and
+
+ Arbe s operating results before taxes.
+
+ Because Arbe does not have a history of operations and it has significant expansion plans, Arbe s effective tax rate may fluctuate in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under U.S. GAAP, changes in the composition of earnings in countries with differing tax rates, changes in deferred tax assets and liabilities, or changes in tax laws.
+
+ Changes in Arbe s product mix may impact its financial performance.
+
+ Arbe s financial performance can be affected by the mix of products it sells during a given period. If Arbe s sales include more of the lower gross margin products than higher gross margin products, its results of operations and financial condition may be adversely affected. There can be no guarantees that Arbe will be able to successfully alter its product mix so that it is selling more of its high gross margin products. In addition, Arbe s earnings forecasts and guidance after the Business Combination are expected to include assumptions about product sales mixes. If actual results vary from this projected product mix of sales, Arbe s results of operations and financial condition could be adversely affected.
+
+ Arbe is highly dependent on the services of its co-founders, who are its senior executive officers
+
+ Arbe is highly dependent on its co-founders, Kobi Marenko, Noam Arkind and Danny Klein. Messrs. Marenko, Arkind and Klein have acted as Arbe s Chief Executive Officer, Chief Technology Officer and Chief Financial Officer, respectively, since its inception, and as such, are deeply involved in all aspects of Arbe s business, including product development. The loss of any of them would adversely affect Arbe s business because this could make it more difficult 
+
+ 
+
+ 22
+
+ Table of Contents
+
+ 
+ to, among other things, compete with other market participants, manage Arbe s R&D activities and retain existing customers or cultivate new ones. Negative public perception of, or negative news related to, any of Messrs. Marenko, Arkind and Klein may adversely affect Arbe s brand, relationship with customers or standing in the industry.
+
+ Arbe s management team has limited experience managing a public company.
+
+ Arbe s management team has limited experience managing a publicly-traded company, interacting with public company investors and complying with the increasingly-complex laws pertaining to public companies. Arbe s management team may not successfully or efficiently manage their new roles and responsibilities, Arbe s transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from Arbe s senior management and could divert their attention away from the day-to-day management of Arbe s business, which could adversely affect Arbe s business, financial condition and operating results.
+
+ Arbe s business depends on its ability to attract and retain highly skilled personnel and senior management. Failure to effectively retain, attract and motivate key employees could impair Arbe s ability to operate profitably.
+
+ Competition for highly-skilled personnel is often intense, especially in Israel, where Arbe s principal office is located, and it may incur significant costs to attract them. Arbe may face challenges in attracting or retaining qualified personnel to fulfill its current or future needs. The highly competitive environment for highly-skilled personnel can result in higher compensation packages to employees. Arbe has, from time to time, experienced, and it expects to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of Arbe s equity or equity awards declines, it may adversely affect Arbe s ability to retain highly skilled employees. Arbe s success will depend in part on the attraction, retention and motivation of executive personnel critical to the business and operations of Arbe. If Arbe fails to attract new personnel or fails to retain and motivate its current personnel, Arbe could face disruptions in its operations, strategic relationships, key information, expertise or know-how and unanticipated recruitment and onboarding costs, and its business and future growth prospects could be adversely affected. Arbe cannot give assurance that it will be able to hire all required personnel when it requires them. 
+
+ Arbe faces numerous risks associated with commercial production.
+
+ Arbe does not have manufacturing facilities and relies on third parties for the manufacture of its products. Arbe cannot be sure that its potential suppliers or companies with which it may develop a strategic alliance will be able to develop efficient, automated, cost-efficient production capabilities and processes and reliable sources of component supply, that will enable Arbe to meet the quality, price, engineering, design and production standards, as well as the production volumes, required to successfully mass market Arbe s products. Even if Arbe and its potential suppliers and strategic alliances are successful in developing its initial production and further high volume production capability and processes and reliably source its component supply, Arbe does not know whether it will be able to do so in a manner that avoids significant delays and cost overruns, including as a result of factors beyond its control such as problems with potential suppliers and strategic partners, or force majeure events, or in time to meet Arbe s products commercialization schedules or to satisfy the requirements of it potential customer base. Any failure to develop such production processes and capabilities within Arbe s projected costs and timelines could have a material adverse effect on its business, prospects, financial condition and operating results.
+
+ Arbe relies on third-party suppliers and, because some of the key components in its products come from limited or sole sources of supply, Arbe is susceptible to supply shortages, long lead times for components and supply changes, any of which could disrupt its supply chain and could delay deliveries of its products to customers.
+
+ Components that go into the manufacture of Arbe s solutions are sourced from third-party suppliers. Some of the key components used to manufacture Arbe s products come from limited or single source suppliers. Arbe is therefore subject to the risk of shortages and long lead times in the supply of these components and the risk that its suppliers discontinue or modify components used in its products. Arbe purchases semiconductor chips that are an integral part of its products from one supplier Global Foundries, a major semiconductor manufacturer that sells its semiconductor products to the automotive industry, among other industries. Arbe does not have a supply agreement with Global Foundries, but purchases semiconductor products pursuant to purchase orders placed based on its need. If this supplier 
+
+ 
+
+ 23
+
+ Table of Contents
+
+ 
+ fails to deliver or delays the delivery of the semiconductor products, Arbe will be required to seek an alternative source of supply. Although alternate chip manufacturers are available, any change in suppliers would necessitate a change in the design of the semiconductor, a process that could take up to two years, which would result in a loss of sales and a delay in the development and marketing of its products, which could materially and adversely affect Arbe s result of operation, financial position and prospects. Further, Arbe, like other companies in the automotive industry, is affected by an industry-wide semiconductor shortage which results, in part, from the effects of the COVID-19 pandemic. Arbe intends to negotiate a supply agreement with Global Foundries if and when its volume would justify such a contract, but can give no assurance that it will be able to enter into such an agreement on acceptable terms or that, if it does enter into an agreement, the supplier will provide Arbe with the semiconductors that it requires in a timely manner. Arbe s failure to obtain semiconductors when required can impair its ability to deliver its products to meet its customer s requirement, which could result is a loss of business. The risk of dependence on third-party suppliers may be amplified by the effects of the COVID-19 pandemic and other health epidemics and outbreaks due to, among other things, work stoppages or interruptions. Further, Arbe s ability to market its product may be impacted by semiconductor shortages, which may be affected by the availability of rare earth elements, the principal source of which is in China. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in quantities and delivery schedules. Arbe has in the past experienced and may in the future experience component shortages and price fluctuations of certain key components and materials, and the predictability of the availability and pricing of these components may be limited. In the event of a component shortage, supply interruption or material pricing change from suppliers of these components, Arbe may not be able to develop alternate sources in a timely manner or at all in the case of sole or limited sources. Any interruption or delay in the supply of any of these parts or components, or the inability to obtain these parts or components from alternate sources at acceptable prices and within a reasonable amount of time, could adversely affect Arbe s relationships with its customers and could cause delays in shipment of its products and adversely affect its operating results. In addition, increased component costs could result in lower gross margins. Even where Arbe is able to pass increased component costs along to its customers, there may be a lapse of time before it is able to do so such that Arbe must absorb the increased cost. If Arbe is unable to buy these components in quantities sufficient to meet its requirements on a timely basis, it will not be able to deliver products to its customers, which may result in such customers using competitive products instead of Arbe s products. 
+
+ Arbe s sales and operations in international markets expose it to operational, financial and regulatory risks.
+
+ International sales comprise a significant amount of Arbe s overall revenue. Sales to international customers, i.e., customers located outside of Israel accounted for most of Arbe s sales in 2020. Arbe did not generate any revenue in 2019. International operations are subject to a number of other risks, including:
+
+ Exchange rate fluctuations;
+
+ Political and economic instability, international terrorism and anti-American and anti-Israel sentiment, particularly in emerging markets;
+
+ Global or regional health crises, such as the COVID-19 pandemic;
+
+ Potential for violations of anti-corruption laws and regulations, such as those related to bribery or fraud;
+
+ Preference for locally branded products, and laws and business practices favoring local competition;
+
+ Increase difficult in managing inventory;
+
+ Less effective protection of intellectual property;
+
+ Stringent regulation of Arbe s products or systems incorporating Arbe s products;
+
+ Difficulties and costs of staffing and managing foreign operations;
+
+ Import and export laws and the impact of tariffs; and
+
+ Changes in local tax and customs duty laws or changes in the enforcement, application or interpretation of such laws.
+
+ The occurrence of any of these risks could negatively affect Arbe s international business and consequently its business, operating results and financial condition.
+
+ 
+
+ 24
+
+ Table of Contents
+
+ 
+ Arbe s business is subject to the risks of earthquakes, fires, floods and other natural catastrophic events, global pandemics, and interruptions by man-made problems, such as network security breaches, computer viruses or terrorism. Material disruptions of Arbe s business or information systems resulting from these events could adversely affect its operating results.
+
+ A significant natural disaster, such as an earthquake, fire, flood or significant power outage or other similar events, such as infectious disease outbreaks or pandemic events, including the COVID-19 pandemic, could have an adverse effect on Arbe s business and operating results. The COVID-19 pandemic has produced meaningful operational challenges, and Arbe expects to continue to experience disruptions in its business during 2021. The COVID-19 pandemic and the steps taken by Israel and other countries to address the pandemic affected Arbe s operations in 2020 as it was affected by lockdowns in Israel and elsewhere and by the effect of the pandemic and government actions on its potential customer base. COVID-19 has heightened many of the other risks described herein. Despite the implementation of network security measures, Arbe s networks and its products also may be vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with its solutions. In addition, natural disasters, acts of terrorism or war could cause disruptions in Arbe s remaining manufacturing operations, Arbe s or its customers businesses, Arbe s suppliers business or the economy as a whole. Arbe also relies on information technology systems to communicate among its workforce and with third parties. Any disruption to Arbe s communications, whether caused by a natural disaster or by manmade problems, such as power disruptions, ransomware attacks or other cybersecurity breaches could adversely affect its business. To the extent that any such disruptions result in delays or cancellations of orders or impede its suppliers ability to timely deliver product components, or the deployment of its products, Arbe s business, operating results and financial condition would be adversely affected.
+
+ Arbe has been, and may in the future be, adversely affected by the global COVID-19 pandemic, the duration and economic, governmental and social impact of which is difficult to predict, which may significantly harm Arbe s business, prospects, financial condition and operating results.
+
+ The ongoing COVID-19 pandemic as well as other possible health epidemics and outbreaks could result in a material adverse impact on Arbe s or its customers business operations including reduction or suspension of operations in the U.S. or certain parts of the world and Arbe s ability to market its product, which may be impacted by shortages affecting the semiconductor industry. Arbe s engineering and manufacturing operations, among others, cannot all be conducted in a remote working structure and often require on-site access to materials and equipment. Arbe has customers with international operations in varying industries. It also depends on suppliers and manufacturers worldwide. Depending upon the duration of the ongoing COVID-19 pandemic and the associated business interruptions, its customers, suppliers, manufacturers and partners may suspend or delay their engagement with Arbe, which could result in a material adverse effect on its financial condition. Arbe s response to the ongoing COVID-19 pandemic may prove to be inadequate and it may be unable to continue its operations in the manner it had prior to the outbreak, and may endure interruptions, reputational harm, delays in its product development and shipments, all of which could have an adverse effect on its business, operating results, and financial condition. In addition, when the pandemic subsides, Arbe cannot assure you as to the timing of any economic recovery, which could continue to have a material adverse effect on its target markets and its business.
+
+ Arbe s present non-management shareholders, who own approximately 85% of the Arbe Ordinary Shares, may have rights which may impair the ability of Arbe to consummate a financing or engage in transactions that may be important to the development of Arbe s business. 
+
+ All of Arbe s non-management shareholders (the Arbe Investor Shareholders ), who presently hold approximately 85% of the Arbe Ordinary Shares, have entered into an amendment to an existing investor rights agreement. Pursuant to the amendment, Arbe agrees that it will not, without the prior written consent of the Arbe Investor Shareholders holding a majority of the registrable securities, as defined, provided that such holders, as a group, continue to hold a majority of the registrable securities held by them immediately following the effective date of the Merger, enter into any agreement with any holder or prospective holder of any of Arbe s securities which would provide to such holder the right to demand or include securities in any registration on other than either: (i) a pro rata basis with the Arbe Investor Shareholders or (ii) on a subordinate basis after all Arbe Investor Shareholders have had the opportunity to include in the registration and offering all shares of registrable securities that they wish to so include. This provision does not 
+
+ 
+
+ 25
+
+ Table of Contents
+
+ 
+ apply if the terms of the registration rights to be granted is approved by a majority of Arbe s independent directors. In negotiating a financing or other transaction, such as an acquisition of a business or intellectual property rights, a strategic alliance, joint venture or other transaction which Arbe may consider, Arbe may want to grant registration right. Under the terms of the investor rights agreement, as amended, if the Arbe Investor Shareholders have the right to withhold their consent and do withhold their consent to the grant of registration rights, the Arbe Investor Shareholders have the power to prevent Arbe for completing a financing, acquisition or other transaction which the board of directors believe is in the best interest of Arbe unless the transaction is approved by a majority of the independent directors. The existence of these rights on the part of the Arbe Investor Shareholders may have a negative effect on the market for and price of the Arbe Ordinary Shares. All of the Investor Shareholders are Selling Shareholders. 
+
+ Arbe s business is sensitive to conditions affecting the automotive industry, the duration and economic, governmental and social impact of which is difficult to predict which may significantly harm Arbe s business, prospects, financial condition and operating results.
+
+ Adverse conditions affecting one or more automotive manufacturers or the automotive industry in general, could have a material adverse effect on Arbe s business, prospects, financial condition and operating results. Arbe s business may be negatively affected by challenges to the larger automotive ecosystem, including global supply chain challenges, such as those resulting from the ongoing global semiconductor shortage and cybersecurity issues. In addition, while the COVID-19 pandemic and steps taken by governments to address the pandemic has impacted these conditions, other factors, including the effects of climate change, government regulations, the ability of suppliers to obtain rare earth elements, as well as other conditions which cannot be presently identified, can continue to affect the automotive industry.
+
+ Risks Related to Arbe s Intellectual Property
+
+ Arbe may not be able to adequately protect or enforce its intellectual property rights or prevent unauthorized parties from copying or reverse engineering its solutions. Arbe s efforts to protect and enforce its intellectual property rights and prevent third parties from violating its rights may be costly.
+
+ The success of Arbe s products and its business depends in part on Arbe s ability to obtain patents and other intellectual property rights and maintain adequate legal protection for its products in the United States, Europe and other international jurisdictions. Arbe relies on a combination of patent, copyright, service mark, trademark and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect its proprietary rights, all of which provide only limited protection. Arbe cannot assure you that any patents will be issued with respect to its currently pending patent applications or that any trademarks will be registered with respect to its currently pending applications in a manner that gives Arbe adequate defensive protection or competitive advantages, if at all, or that any patents issued to Arbe or any trademarks registered by it will not be challenged, invalidated or circumvented. Arbe has filed for patents and trademarks in Israel, the United States, Europe and China. Not all patent applications have resulted in patents and Arbe cannot assure you that patents will be granted. Further, patent protection may not be available in all countries in which Arbe operates or in which Arbe seeks to enforce its intellectual property rights, and it may be difficult to enforce its patent rights. Arbe s currently issued patents and trademarks and any patents and trademarks that may be issued or registered, as applicable, in the future with respect to pending or future applications may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers. Arbe cannot be certain that the steps it has taken will prevent unauthorized use of its technology or the reverse engineering of its technology. Moreover, others may independently develop technologies that are competitive to Arbe or infringe Arbe s intellectual property.
+
+ Protecting against the unauthorized use of Arbe s intellectual property, products and other proprietary rights is expensive and difficult, particularly internationally. Arbe intends to enforce the intellectual property portfolio it has built. Unauthorized parties may attempt to copy or reverse engineer Arbe s solutions or certain aspects of Arbe s solutions that it considers proprietary. Litigation may be necessary in the future to enforce or defend Arbe s intellectual property rights, to prevent unauthorized parties from copying or reverse engineering its solutions, to determine the validity and scope of the proprietary rights of others or to block the importation of infringing products into countries where Arbe has patent protection.
+
+ 
+
+ 26
+
+ Table of Contents
+
+ 
+ Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which Arbe s products are available and competitors based in other countries may sell infringing products in one or more markets. An inability to adequately protect and enforce Arbe s intellectual property and other proprietary rights or an inability to prevent authorized parties from copying or reverse engineering its smart vision solutions or certain aspects of its solutions that Arbe considers proprietary could seriously adversely affect its business, operating results, financial condition and prospects.
+
+ In addition to patented technology, Arbe relies on its unpatented proprietary technology, trade secrets, processes and know-how.
+
+ Arbe relies on proprietary information (such as trade secrets, know-how and confidential information) to protect intellectual property that may not be patentable or subject to copyright, trademark, trade dress or service mark protection, or that Arbe believes is best protected by means that do not require public disclosure.
+
+ Arbe generally seeks to protect this proprietary information by entering into confidentiality agreements, or consulting, services or employment agreements that contain non-disclosure and non-use provisions with its employees, consultants, contractors and third parties. However, Arbe may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of its proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. Arbe has limited control over the protection of trade secrets used by its current or future manufacturing partners and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, Arbe s proprietary information may otherwise become known or be independently developed by its competitors or other third parties. To the extent that its employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their work for Arbe, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of Arbe s proprietary rights, and failure to obtain or maintain protection for its proprietary information could adversely affect its competitive business position. Furthermore, laws regarding trade secret rights in certain markets where Arbe operates may afford little or no protection to its trade secrets.
+
+ Arbe also relies on physical and electronic security measures to protect its proprietary information, but it cannot provide assurance that these security measures will not be breached or provide adequate protection for its property. There is a risk that third parties may obtain and improperly utilize Arbe s proprietary information to its competitive disadvantage. Arbe may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce its intellectual property rights.
+
+ Third-party claims that Arbe is infringing intellectual property, whether successful or not, could subject it too costly and time-consuming litigation or expensive licenses, and its business could be adversely affected.
+
+ Although Arbe holds patents related to its products, a number of companies, both within and outside of the industry in which it operates, hold other patents covering various aspects of Arbe s products. In addition to these patents, participants in this industry typically also protect their technology, especially embedded software, through copyrights and trade secrets. As a result, there is frequent litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. Arbe may receive in the future inquiries from other intellectual property holders and may become subject to claims that it infringes their intellectual property rights, particularly as Arbe expands its presence in the market. In addition, parties may claim that the names and branding of Arbe s products infringe their trademark rights in certain countries or territories. If such a claim were to prevail, Arbe may have to change the names and branding of its products in the affected territories and it could incur other costs.
+
+ Arbe currently has a number of agreements in effect pursuant to which it has agreed to defend, indemnify and hold harmless its customers, suppliers, and partners from damages and costs which may arise from the infringement by Arbe s products of third-party patents or other intellectual property rights. The scope of these indemnity obligations varies, but may, in some instances, include indemnification for damages and expenses, including attorneys fees. Arbe s insurance may not cover all intellectual property infringement claims. A claim that its products infringe a third party s intellectual property rights, even if untrue, could adversely affect Arbe s relationships with its customers, 
+
+ 
+
+ 27
+
+ Table of Contents
+
+ 
+ may deter future customers from purchasing its products and could expose Arbe to costly litigation and settlement expenses. Even if Arbe is not a party to any litigation between a customer and a third party relating to infringement by its products, an adverse outcome in any such litigation could make it more difficult for Arbe to defend its products against intellectual property infringement claims in any subsequent litigation in which it is a named party. Any of these results could adversely affect Arbe s brand and operating results.
+
+ Arbe s defence of intellectual property rights claims brought against it or its customers, suppliers and channel partners, with or without merit, could be time-consuming, expensive to litigate or settle, divert management resources and attention and force Arbe to acquire intellectual property rights and licenses, which may involve substantial royalty or other payments and may not be available on acceptable terms or at all. Further, a party making such a claim, if successful, could secure a judgment that requires Arbe to pay substantial damages or obtain an injunction. An adverse determination also could invalidate Arbe s intellectual property rights and adversely affect its ability to offer its products to its customers and may require that Arbe procure or develop substitute products that do not infringe, which could require significant effort and expense. Any of these events could adversely affect Arbe s business, operating results, financial condition and prospects. 
+
+ Legal and Regulatory Risks Related to Arbe s Business
+
+ Arbe is subject to, and must remain in compliance with, numerous laws and governmental regulations concerning the manufacturing, use, distribution and sale of its products. Some of Arbe s customers also require that it comply with their own unique requirements relating to these matters.
+
+ Arbe manufactures and sells products that contain electronic components, and such components may contain materials that are subject to government regulation in both the locations where Arbe develops, manufactures and assembles its products, as well as the locations where Arbe sells its products. Among other things, certain applicable laws and regulations require or may in the future require the submission of annual reports to the certain governmental agencies certifying that such products comply with applicable performance standards, the maintenance of manufacturing, testing, and distribution records, and the reporting of certain product defects to such regulatory agency or consumers. If Arbe s products fail to comply with applicable regulations, Arbe and/or its products could be subjected to a variety of enforcement actions or sanctions, such as product recalls, repairs or replacements, warning letters, untitled letters, safety alerts, injunctions, import alerts, administrative product detentions or seizures, or civil penalties. The occurrence of any of the foregoing could harm Arbe s business, results of operations, and financial condition.
+
+ Since Arbe operates on a global basis, it must continually monitor applicable laws and regulations, and engage in an ongoing compliance process to ensure that Arbe and its suppliers are in compliance with all existing laws and regulations. If there is an unanticipated or onerous new legislation or regulation that significantly impacts Arbe s use of various components or requires more expensive components, such legislation or regulation could materially adversely affect its business, results of operations and financial condition.
+
+ Arbe s products are also used for autonomous driving applications, which are subject to complicated and rapidly evolving laws and regulatory schemes that vary from jurisdiction to jurisdiction at the state, federal and international levels, including requirements related to safety, data privacy and security, and product liability, among other areas. These are rapidly evolving areas in which new or changed requirements could impose limitations on the use of Arbe s products. If Arbe fails to adhere to these new laws and regulations or fails to continually monitor emerging developments, it may be subject to litigation, loss of customers or negative publicity and its business, results of operations and financial condition will be adversely affected. Arbe is unable to predict how any future changes will impact it and if such impacts will be material to its business.
+
+ The evolution of the regulatory framework for autonomous vehicles and their related components is outside of Arbe s control.
+
+ There are currently no federal U.S. regulations pertaining to the safety of self-driving vehicles; however, the National Highway Traffic and Safety Administration has established recommended guidelines. Certain states have legal restrictions on self-driving vehicles, and many other states are considering them. This patchwork increases the difficulty in maintaining legal compliance. In Europe, certain vehicle safety regulations apply to self-driving braking 
+
+ 
+
+ 28
+
+ Table of Contents
+
+ 
+ and steering systems, and certain treaties also restrict the legality of certain higher levels of self-driving vehicles. Self-driving laws and regulations are expected to continue to evolve in numerous jurisdictions in the U.S. and foreign countries and may restrict autonomous driving features that Arbe may deploy.
+
+ Arbe s business may be adversely affected by changes in automotive safety regulations or concerns that drive further regulation of the automobile safety market.
+
+ Government vehicle safety regulations are an important factor for Arbe s business. Historically, these regulations have imposed ever-more stringent safety regulations for vehicles. These safety regulations often require, or customers demand that, vehicles have more safety features per vehicle and more advanced safety products.
+
+ While Arbe believes increasing automotive safety standards will present a market opportunity for its products, government safety regulations are subject to change based on a number of factors that are not within Arbe s control, including new scientific or technological data, adverse publicity regarding industry recalls and safety risks of autonomous driving, accidents involving its products, domestic and foreign political developments or considerations, and litigation relating to its products and its competitors products. Changes in government regulations, as well as changes or evolution in court doctrines in interpreting those regulations, especially in the autonomous driving industries could adversely affect Arbe s business. If government priorities shift and Arbe is unable to adapt to changing regulations or to court interpretations of those regulations, its business may be materially and adversely affected.
+
+ Federal and local regulators impose more stringent compliance and reporting requirements in response to product recalls and safety issues in the automotive industry. As the cars that carry Arbe s products go into production, it may become subject to stringent requirements, including a duty to report, subject to strict timing requirements, safety defects with its products. Such rules and regulations may impose potentially significant civil penalties for violations including the failure to comply with such reporting actions. If Arbe cannot rapidly address any safety concerns or defects with its products, its business, results of operations and financial condition may be adversely affected.
+
+ The U.S. Department of Transportation has issued regulations that require manufacturers of certain autonomous vehicles to provide documentation covering specific topics to regulators, such as how automated systems detect objects on the road, how information is displayed to drivers, what cybersecurity measures are in place and the methods used to test the design and validation of autonomous driving systems. As cars that carry Arbe s sensors go into production, the obligations of complying with safety regulations could increase and it could require increased resources and adversely affect Arbe s business.
+
+ Failures, or perceived failures, to comply with privacy, data protection, and information security requirements in the variety of jurisdictions in which Arbe operates may adversely impact its business, and such legal requirements are evolving, uncertain and may require improvements in, or changes to, Arbe s policies and operations.
+
+ Arbe s current and potential future operations and sales subject it to laws and regulations addressing privacy and the collection, use, storage, disclosure, transfer and protection of a variety of types of data. For example, the European Commission has adopted the General Data Protection Regulation and California recently enacted the California Consumer Privacy Act of 2018, both of which provide for potentially material penalties for non-compliance. These regulations may, among other things, impose data security requirements, disclosure requirements, and restrictions on data collection, uses, and sharing that may impact Arbe s operations and the development of its business. While, generally, Arbe does not have access to, collect, store, process, or share information collected by its solutions unless its customers choose to proactively provide such information to it, Arbe s products may evolve both to address potential customer requirements or to add new features and functionality. Therefore, the full impact of these privacy regimes on Arbe s business is rapidly evolving across jurisdictions and remains uncertain at this time.
+
+ Arbe may also be affected by cyber attacks and other means of gaining unauthorized access to its products, systems, and data. For instance, cyber criminals or insiders may target Arbe or third-parties with which it has business relationships in an effort to harm them or their proper use, or the data stored in them, resulting in direct and indirect damages, including disruption, interruption or severance of operations, ransomware, leaks and data loss, theft of property, espionage, harm to reputation, harm to public trust and rehabilitation expenses. Arbe works to prevent and reduce exposure to the risk of cyber-attacks, with strategies including use of information security systems, assimilation of a culture of data security (including training for managers and employees), refinement and adjustment of procedures, internal control programs, and auditing and support with the assistance of experts in the field.
+
+ 
+
+ 29
+
+ Table of Contents
+
+ 
+ Arbe s operations are rich in technology and computing and may be exposed to risks related to the stability of the information systems, their compatibility with the scope of its operations, information security, technical failures, overload of system servers and the like. Impairment of the stability of computer systems and inability on the part of Arbe to return its systems to normal operation within a reasonable timeframe, or the lack of technological ability to meet commitments or the expectations of potential customers and strategic partners, may damage Arbe s reputation and harm its business outcomes.
+
+ Arbe is assessing the continually evolving privacy and data security regimes and measures it believes are appropriate in response. Since these data security regimes are evolving, uncertain and complex, especially for a global business like Arbe s, it may need to update or enhance its compliance measures as its products, markets and customer demands further develop and these updates or enhancements may require implementation costs. The compliance measures Arbe does adopt may prove ineffective. Any failure, or perceived failure, by Arbe to comply with current and future regulatory or customer-driven privacy, data protection, and information security requirements, or to prevent or mitigate security breaches, cyber attacks, or improper access to, use of, or disclosure of data, or any security issues or cyber attacks affecting Arbe, could result in significant liability, costs (including the costs of mitigation and recovery), and a material loss of revenue resulting from the adverse impact on its reputation and brand, loss of proprietary information and data, disruption to its business and relationships, and diminished ability to retain or attract customers and business partners. Such events may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity, and could cause customers and business partners to lose trust in Arbe, which could have an adverse effect on its reputation and business.
+
+ Arbe may be exposed to liabilities under the U.S. Foreign Corrupt Practices Act and other U.S. and foreign anti-corruption anti-money laundering, export control, sanctions, and other trade laws and regulations, and any determination that we violated these laws could have a material adverse effect on our business.
+
+ Arbe is subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Treasury Department s Office of Foreign Assets Control. Arbe is also subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the FCPA ), the U.S. domestic bribery statute contained in 18 U.S.C. 201, the U.S. Travel Act, the USA PATRIOT Act, the United Kingdom Bribery Act 2010, the Proceeds of Crime Act 2002, and possibly other anti-bribery and anti-money laundering laws in countries outside of the United States in which Arbe conducts its activities. Compliance with these laws has been the subject of increasing focus and activity by regulatory authorities, both in the United States and elsewhere, in recent years. Anti-corruption laws are interpreted broadly and prohibit companies and their employees and third-party intermediaries from authorizing, promising, offering, providing, soliciting, or accepting, directly or indirectly, improper payments or benefits to or from any person whether in the public or private sector. Arbe s activities outside the United States may create the risk of unauthorized payments or offers of payments by employees, consultants, sales agents or distributors, even though they may not always be subject to Arbe s control. It is Arbe s policy to implement safeguards to discourage these practices by its employees, consultants, sales agents and distributors. However, Arbe s existing safeguards and any future improvements may prove to be less than effective, and its employees, consultants, sales agents, or distributors may engage in conduct for which Arbe might be held responsible, even if it does not explicitly authorize such activities. Should Arbe s export activity be subject to security oversight, this may have a material effect on Arbe s activity.
+
+ Noncompliance with anti-corruption, anti-money laundering, export control, sanctions, and other trade laws could subject Arbe to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if Arbe does not prevail in any possible civil or criminal litigation, its business, results of operations and financial condition could be materially harmed. Responding to any action will likely result in a materially significant diversion of management s attention and resources and significant defence and compliance costs and other professional fees. In addition, the U.S. government may seek to hold Arbe liable for successor liability for FCPA violations committed by companies in which it invests or that it acquires. As a general matter, enforcement actions and sanctions could harm Arbe s business, results of operations, and financial condition. 
+
+ 
+
+ 30
+
+ Table of Contents
+
+ 
+ Regulations related to conflict minerals may cause Arbe to incur additional expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of its products.
+
+ Arbe is subject to the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, that will require it to determine, disclose and report whether its products contain conflict minerals. The implementation of these requirements could adversely affect the sourcing, availability and pricing of the materials used in the manufacture of components used in Arbe s products. In addition, Arbe will incur additional costs to comply with the disclosure requirements, including costs related to conducting diligence procedures to determine the sources of conflict minerals that may be used in or necessary to the production of its products and, if applicable, potential changes to products, processes or sources of supply as a consequence of such verification activities. It is also possible that its reputation may be adversely affected if Arbe determines that certain of its products contain minerals not determined to be conflict minerals or if Arbe is unable to alter its products, processes or sources of supply to avoid use of such materials.
+
+ Arbe may become involved in legal and regulatory proceedings and commercial or contractual disputes, which could have an adverse effect on its profitability and consolidated financial position.
+
+ Arbe may be, from time to time, involved in litigation, regulatory proceedings and commercial or contractual disputes that may be significant. These matters may include, without limitation, disputes with Arbe s potential suppliers and strategic partners and its potential customers base, intellectual property claims, stockholder litigation, government investigations, class action lawsuits, personal injury claims, environmental issues, customs and VAT disputes and employment and tax issues. In addition, Arbe could face in the future a variety of labor and employment claims against it, which could include but is not limited to general discrimination, wage and hour, privacy, ERISA or disability claims. In such matters, government agencies or private parties may seek to recover from Arbe very large, indeterminate amounts in penalties or monetary damages (including, in some cases, treble or punitive damages) or seek to limit Arbe s operations in some way. These types of lawsuits could require significant management time and attention or could involve substantial legal liability, adverse regulatory outcomes, and/or substantial expenses to defend. Often these cases raise complex factual and legal issues and create risks and uncertainties. No assurances can be given that any proceedings and claims will not have a material adverse impact on Arbe s operating results and consolidated financial position or that its established reserves or its available insurance will mitigate this impact.
+
+ Risks Related to Being a Public Company
+
+ Arbe will incur increased costs as a result of operating as a public company, and its management will devote substantial time to new compliance initiatives.
+
+ As a result of the Merger, Arbe became a public company subject to reporting requirements in the United States, and it will incur significant legal, accounting and other expenses that it did not incur as a private company, and these expenses may increase even more after Arbe is no longer an emerging growth company, as defined in Section 2(a) of the Securities Act. As a public company, Arbe will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and Nasdaq. Arbe s management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, Arbe expects these rules and regulations to substantially increase its legal and financial compliance costs and to make some activities more time-consuming and costly. The increased costs will increase Arbe s net loss. For example, Arbe expects these rules and regulations to make it more difficult and more expensive for it to obtain director and officer liability insurance and it may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. Arbe cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements. The impact of these requirements could also make it more difficult for Arbe to attract and retain qualified persons to serve on its board of directors, its board committees or as executive officers. 
+
+ A market for Arbe s securities may not develop or be sustained, which would adversely affect the liquidity and price of our securities.
+
+ Following the Merger, the price of Arbe s securities may fluctuate significantly due to the market s reaction to the Merger and general market and economic conditions. An active trading market for Arbe s securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of Arbe s 
+
+ 
+
+ 31
+
+ Table of Contents
+
+ 
+ securities can vary due to general economic conditions and forecasts, our general business condition and the release of its financial reports. Additionally, if Arbe s securities become delisted from Nasdaq and are quoted on the OTC Markets (an inter-dealer automated quotation system for equity securities that is not a national securities exchange) the liquidity and price of Arbe s securities may be more limited than if Arbe was quoted or listed on the NYSE, Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.
+
+ Arbe s internal controls over financial reporting may not be effective and its independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on Arbe s business and reputation.
+
+ As a privately-owned company, Arbe is not subject to the reporting requirements of the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of Nasdaq. Upon the completion of the Merger, Arbe became subject to these rules and regulations. Arbe expects that the requirements of these rules and regulations will continue to increase its legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on its personnel, systems and resources. 
+
+ The Sarbanes-Oxley Act requires, among other things, that Arbe maintain effective disclosure controls and procedures and internal control over financial reporting. Arbe is continuing to develop and refine its disclosure controls, internal control over financial reporting and other procedures that are designed to ensure that information required to be disclosed by it in the reports that it will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to Arbe s principal executive and financial officers.
+
+ Arbe s current controls and any new controls that it develops may become inadequate because of changes in conditions in its business. Further, weaknesses in Arbe s internal controls may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could adversely affect Arbe s operating results or cause it to fail to meet its reporting obligations and may result in a restatement of Arbe s financial statements for prior periods. Any failure to implement and maintain effective internal controls also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of Arbe s internal control over financial reporting that it is required to include in its periodic reports Arbe will file with the SEC under Section 404 of the Sarbanes-Oxley Act. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in Arbe s reported financial and other information.
+
+ In order to maintain and improve the effectiveness of its disclosure controls and procedures and internal control over financial reporting, Arbe has expended and anticipates that it will continue to expend significant resources, including accounting-related costs, and provide significant management oversight. Any failure to maintain the adequacy of its internal controls, or consequent inability to produce accurate financial statements on a timely basis, could increase Arbe s operating costs and could materially and adversely affect its ability to operate its business. In the event that Arbe s internal controls are perceived as inadequate or that it is unable to produce timely or accurate financial statements, investors may lose confidence in Arbe s operating results and the stock price of the Arbe s Ordinary Shares could decline. In addition, if Arbe is unable to continue to meet these requirements, Arbe may not be able to obtain or maintain listing on Nasdaq.
+
+ Arbe s independent registered public accounting firm is not required to formally attest to the effectiveness of its internal control over financial reporting until after Arbe is no longer an emerging growth company or a non-accelerated filer. At such time, Arbe s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which Arbe s controls are documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on Arbe s company s business and operating results.
+
+ 
+
+ 32
+
+ Table of Contents
+
+ 
+ Risks Related to Arbe s Incorporation and Location in Israel
+
+ Conditions in Israel could materially and adversely affect Arbe s business.
+
+ Arbe is incorporated under the laws of the State of Israel, and many of Arbe s employees, including certain management members, operate from its offices that are located in Tel Aviv-Yafo, Israel. In addition, a substantial number of Arbe s officers and directors are residents of Israel. Accordingly, political, economic, and military conditions in Israel and the surrounding region may directly affect Arbe s business and operations. In recent years, Israel has been engaged in sporadic armed conflicts with Hamas, an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist terrorist group that controls large portions of southern Lebanon, and with Iranian-backed military forces in Syria.
+
+ In addition, Iran has threatened to attack Israel and may be developing nuclear weapons. Some of these hostilities were accompanied by missiles being fired from the Gaza Strip against civilian targets in various parts of Israel, including areas in which Arbe s employees are located, and negatively affected business conditions in Israel. Any hostilities involving Israel, including the recent hostilities between Hamas and Israel which has resulted large number of missiles being fired at Israel, including major cities, such interruptions or curtailments of trade between Israel and its trading partners could adversely affect Arbe s operations and results of operations. To the extent that key employees and potential employees are call up for active duty, Arbe s ability to operate may be impaired.
+
+ Arbe s commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, Arbe cannot assure you that this government coverage will be maintained or that it will sufficiently cover Arbe s potential damages. Any losses or damages incurred by Arbe could have a material adverse effect on its business. Any armed conflicts or political instability in the region would likely negatively affect business conditions and could harm our results of operations.
+
+ Further, in the past, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on Arbe s results of operations, financial condition or the expansion of its business. A campaign of boycotts, divestment, and sanctions has been undertaken against Israel, which could also adversely affect Arbe s business. Actual or perceived political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy and, in turn, Arbe s business, financial condition, results of operations, and prospects.
+
+ In addition, many Israeli citizens are obligated to perform several weeks of annual military reserve duty each year until they reach the age of 40 (or older, for reservists who are military officers or who have certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that there will be military reserve duty call-ups in the future. Arbe s operations could be disrupted by such call-ups, which may include the call-up of members of its management. Such disruption could materially adversely affect its business, prospects, financial condition, and results of operations.
+
+ Arbe may become subject to claims for remuneration or royalties for assigned service invention rights by its employees, which could result in litigation and adversely affect its business.
+
+ A significant portion of Arbe s intellectual property has been developed by its employees in the course of their employment by Arbe. Under the Israeli Patent Law, 5727-1967 (the Patent Law ), inventions conceived by an employee in the course and as a result of or arising from his or her employment with a company are regarded as service inventions, which belong to the employer, absent a specific agreement between the employee and employer giving the employee service invention rights. The Patent Law also provides that if there is no such agreement between an employer and an employee, the Israeli Compensation and Royalties Committee (the Committee ), a body constituted under the Patent Law, will determine whether the employee is entitled to remuneration for his or her inventions. Case law clarifies that the right to receive consideration for service inventions can be waived by the employee and that in certain circumstances, such waiver does not necessarily have to be explicit. The Committee will 
+
+ 
+
+ 33
+
+ Table of Contents
+
+ 
+ examine, on a case-by-case basis, the general contractual framework between the parties, using interpretation rules of the general Israeli contract laws. Further, the Committee has not yet determined one specific formula for calculating this remuneration, but rather uses the criteria specified in the Patent Law.
+
+ Although Arbe generally enters into assignment-of-invention agreements with its employees pursuant to which such individuals assign to it all rights to any inventions created in the scope of their employment or engagement with Arbe, Arbe may face claims demanding remuneration in consideration for assigned inventions. As a consequence of such claims, Arbe could be required to pay additional remuneration or royalties to its current and/or former employees, or be forced to litigate such claims, which could negatively affect its business.
+
+ The potential tax benefits that may be available to Arbe require it to meet various conditions and may not be available to Arbe, which could increase Arbe s costs and taxes.
+
+ Arbe may be eligible for certain tax benefits provided to Preferred Technology Enterprises under the Israeli Law for the Encouragement of Capital Investments, 1959, referred to as the Investment Law. In order to receive and remain eligible for the tax benefits for Preferred Technology Enterprises it must continuously meet certain conditions stipulated in the Investment Law and its regulations, as amended. If these tax benefits are reduced, cancelled or discontinued, Arbe s Israeli taxable income from the approved enterprise would be subject to regular Israeli corporate tax rates. The standard corporate tax rate for Israeli companies has been 23% since 2018. Arbe has not yet applied for these benefits. Additionally, if Arbe increase its activities outside of Israel through acquisitions, for example, its expanded activities might not be eligible for inclusion in future Israeli tax benefit programs. See Certain Material Israeli Tax Considerations. 
+
+ The terms of grants received from the Israeli government require Arbe to satisfy specified conditions in order to transfer the manufacture of products based on know-how funded by the Israel Innovation Authority outside of Israel or to transfer outside of Israel the know-how itself.
+
+ Under the Israeli Encouragement of Research, Development and Technological Innovation in Industry Law, 5744-1984, or the Innovation Law, research and development programs which meet specified criteria and are approved by a committee of the Israel Innovation Authority of the Israeli Ministry of Economy and Industry, or IIA, are eligible for grants from the IIA. The grant amounts are determined by the research committee and are typically a percentage of the project s expenditures. Under most programs, the grantee is required to pay royalties to the State of Israel from the sale of products developed under the program.
+
+ Arbe s research and development efforts in relation to its product have been partially financed through royalty-bearing and non-royalty bearing grants from the IIA in the total amount of approximately $3.4 million. As of December 31, 2020, Arbe paid royalties of approximately $13,000.
+
+ Under the research and development agreements with the IIA and pursuant to applicable laws, Arbe is required to pay royalties from sales of products and services that incorporate know-how developed with the IIA-funded, royalty-bearing grants. Such royalties are due up to an amount equal to 100% of the IIA grants received, linked to the U.S. dollar plus interest on the unpaid amount received based on the 12-month LIBOR rate (from the year the grant was approved) applicable to U.S. dollar deposits. If Arbe will manufacture its IIA-funded products outside of Israel and generates sales, the ceiling will increase based on the percentage of production that is outside of Israel, up to a maximum of 300% of the IIA grants, linked to the dollar and bearing interest as detailed above.
+
+ Local Manufacturing Obligation. The terms of the grants under the Innovation Law require that Arbe manufacture the products developed with these grants in Israel (but do not restrict the sale of products that incorporate the know-how). Under the regulations promulgated under the Innovation Law, the products may be manufactured outside Israel by Arbe or by another entity only if prior approval is received from the IIA (such approval is not required for the transfer of up to 10% of the manufacturing capacity in the aggregate, in which case a notice must be provided to the IIA and not objected to by the IIA within 30 days of such notice).
+
+ 
+
+ 34
+
+ Table of Contents
+
+ 
+ Know-How transfer limitation
+
+ The Innovation Law restricts the ability to transfer know-how funded by the IIA outside of Israel. Transfer of IIA funded know-how outside of Israel requires prior approval of the IIA and may be subject to payments to the IIA, calculated according to formulae provided under the Innovation Law. If Arbe wishes to transfer IIA funded know-how, the terms for approval will be determined according to the nature of the transaction and the consideration paid to Arbe in connection with such transfer.
+
+ Approval of transfer of IIA funded know-how to another Israeli company may be granted only if the recipient abides by the provisions of the Innovation Law and related regulations, including the restrictions on the transfer of know-how and manufacturing rights outside of Israel.
+
+ Change of Control. Any non-Israeli citizen, resident or entity that, among other things, (i) becomes a holder of 5% or more of Arbe s share capital or voting rights, (ii) is entitled to appoint one or more of Arbe s directors or the chief executive officer or (iii) serves as one of Arbe s directors or as its chief executive officer, is required to notify the IIA and undertake to comply with the rules and regulations applicable to the grant programs of the IIA, including the restrictions on transfer described above.
+
+ Approval to manufacture products outside of Israel or consent to the transfer of IIA funded know-how, if requested, is within the discretion of the IIA. Furthermore, the IIA may impose certain conditions on any arrangement under which it permits Arbe to transfer IIA funded know-how or manufacturing out of Israel.
+
+ The consideration available to Arbe s shareholders in a future transaction involving the transfer outside of Israel of know-how developed with IIA funding (such as a merger or similar transaction) may be reduced by any amounts that Arbe is required to pay to the IIA.
+
+ Arbe s Restated Articles contain a forum selection clause for substantially all disputes between Arbe and its shareholders under the Israeli Companies Law and the Israeli Securities Law, which could limit the Arbe Shareholders ability to bring claims and proceedings against Arbe, its directors, officers and other employees. Enforcement of a U.S. judgment against Arbe or its officers and directors in Israel or the United States, or assertion of a U.S. securities laws claim in Israel or serving process on Arbe s officers and directors, may also be difficult. 
+
+ Under the Restated Articles, the competent courts of Tel Aviv, Israel will be the exclusive forum for (i) any derivative action or proceeding brought on behalf of Arbe, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Arbe to Arbe or Arbe s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Israeli Companies Law, or the Israeli Securities Law, 1968-5728 (the Israeli Securities Law ). This exclusive forum provision is intended to apply to claims arising under Israeli law and would not apply to claims brought pursuant to the Securities Act or the Exchange Act or any other claim for which federal courts would have exclusive jurisdiction. Such exclusive forum provision in the Restated Articles will not relieve Arbe of its duties to comply with federal securities laws and the rules and regulations thereunder, and its shareholders will not be deemed to have waived their compliance with these laws, rules and regulations. This exclusive forum provision may limit a shareholder s ability to bring a claim in a judicial forum of its choosing for disputes with Arbe or its directors, officers or other employees, which may discourage lawsuits against Arbe, its directors, officers and employees. 
+
+ Another obstacle towards assertion of claims against Arbe or its directors or officers is the fact that most of them are not residents of the United States and most of their and Arbe s assets are located outside the United States. Service of process upon Arbe or its non-U.S. resident directors and officers and enforcement of judgments obtained in the United States against Arbe or its non-U.S. directors and executive officers may therefore be difficult to effect within the United States. It may be difficult to assert claims under U.S. securities laws in original actions instituted in Israel or obtain a judgment based on the civil liability provisions of U.S. federal securities laws. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws against Arbe or its non-U.S. officers and directors because Israel may not be the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing these matters.
+
+ 
+
+ 35
+
+ Table of Contents
+
+ 
+ Additionally, Israeli courts might not enforce judgments obtained in the United States against Arbe or its non-U.S. directors and executive officers, which may make it difficult to collect on judgments rendered against Arbe or its non-U.S. officers and directors. An Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought.
+
+ Arbe s Restated Articles provide that unless Arbe consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the U.S. Securities Act of 1933, as amended. 
+
+ Investors rights and responsibilities of Arbe s shareholder will be governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. corporations.
+
+ Because Arbe is incorporated under Israeli law, the rights and responsibilities of its shareholders are governed by Arbe s Restated Articles and the Israeli Companies Law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations. In particular, pursuant to the Israeli Companies Law, each shareholder of an Israeli company has to act in good faith in exercising such shareholder s rights and fulfilling such shareholder s obligations toward the company and other shareholders and to refrain from abusing such shareholder s power in the company, including, among other things, in voting at the general meeting of shareholders and class meetings, on amendments to a company s articles of association, increases in a company s authorized share capital, mergers, and transactions requiring shareholders approval under the Israeli Companies Law. In addition, a controlling shareholder of an Israeli company or a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or who has the power to appoint or prevent the appointment of a director or officer in the company, or has other powers toward the company, has a duty to act in fairness towards a company. Moreover, a shareholder also has a general duty to refrain from discriminating against other shareholders. These provisions may be interpreted to impose additional obligations and liabilities on Arbe s shareholders that are not typically imposed on shareholders of U.S. corporations. 
+
+ Provisions of Israeli law and the Arbe s Restated Articles may delay, prevent, or make undesirable an acquisition of all or a significant portion of its shares or assets. 
+
+ Certain provisions of Israeli law and Arbe s Restated Articles could have the effect of delaying or preventing a change in control and may make it more difficult for a third party to acquire Arbe or its shareholders to elect different individuals to Arbe s board of directors, even if doing so would be beneficial to its shareholders, and may limit the price that investors may be willing to pay in the future for the Arbe ordinary shares. Among other things: 
+
+ Israeli Companies Law regulates acquisitions and requires that a tender offer be effected when certain thresholds of percentage ownership of voting power in a company are exceeded (subject to certain conditions);
+
+ Israeli Companies Law requires special approvals for certain transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to these types of transactions;
+
+ the Companies Law does not provide for shareholder action by written consent for public companies, thereby requiring all shareholder actions to be taken at a general meeting of shareholders;
+
+ Arbe s Restated Articles divide its directors into three classes, each of which is elected once every three years; 
+
+ the Restated Articles do not permit a director to be removed except by a vote of a majority of the voting power of the shareholders represented at a general meeting in person or by proxy and voting thereon, as one class, and disregarding abstentions from the count of the voting power of the shareholders present and voting; and 
+
+ the Restated Articles provide that director vacancies may be filled by its board of directors. 
+
+ 
+
+ 36
+
+ Table of Contents
+
+ 
+ Further, Israeli tax considerations may make potential transactions undesirable to Arbe or to some of its shareholders whose country of residence does not have a tax treaty with Israel granting tax relief to such shareholders from Israeli tax. For example, Israeli tax law does not recognize tax-free share exchanges to the same extent as U.S. tax law. With respect to mergers, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of numerous conditions, including a restrictive period of two years from the date of the transaction during which certain sales and dispositions of shares of the participating companies are restricted. Moreover, with respect to certain share swap transactions, the tax deferral is limited in time, and when such time expires, the tax becomes payable even if the shares have not been disposed. See the section titled Material Israeli Tax Considerations Taxation of our shareholders. 
+
+ Arbe s board of directors has sole discretion whether to pay dividends. If Arbe s board of directors decides to pay dividends, the form, frequency, and amount will depend upon its future, operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that its directors may deem relevant. The Israeli Companies Law imposes restrictions on Arbe s ability to declare and pay dividends. See the section titled Description of Arbe Ordinary Shares Dividend and Liquidation rights for additional information. Payment of dividends may also be subject to Israeli withholding taxes. See the section titled Material Israeli Tax Considerations for additional information.
+
+ Arbe is subject to the Israeli Privacy Protection Law and its regulations
+
+ Arbe is subject to the Israeli Privacy Protection Law 5741-1981 (the PPL ), and its regulations, including the Israeli Privacy Protection Regulations (Data Security) 2017 (the Data Security Regulations ), which came into effect in Israel in May 2018 and impose obligations with respect to the manner personal data is processed, maintained, transferred, disclosed, accessed and secured, as well as the guidelines of the Israeli Privacy Protection Authority. In this respect, the Data Security Regulations may require Arbe to adjust certain data protection and data security practices, information security measures, certain organizational procedures, applicable positions (such as an information security manager) and other technical and organizational security measures. Failure to comply with the PPL, its regulations and guidelines issued by the Israeli Privacy Protection Authority, may expose Arbe to administrative fines, civil claims (including class actions) and in certain cases criminal liability.
+
+ As a foreign private issuer, under Nasdaq rules, Arbe is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards, which, if Arbe follow such practices, may afford its shareholders less protection than they would enjoy if Arbe complied with the Nasdaq corporate governance standards.
+
+ As a foreign private issuer, Arbe is generally subject to the Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like Arbe to follow the corporate governance practices of its home country, which is Israel, in lieu of Nasdaq corporate governance requirements relating to independent directors and the formation and composition of board committees, with respect to the disclosure of third-party director and nominee compensation and the requirement to distribute annual and interim reports. These corporate governance practices in Israel may differ significantly from Nasdaq corporate governance listing standards. Currently, Arbe does not plan to rely on the home country practice exemption with respect to its corporate governance other than the quorum requirements. Arbe s Restated Articles provide that two shareholders holding 25% of the voting shares constitutes a quorum, as contrasted with the Nasdaq requirement of one-third of a company s outstanding voting securities. If Arbe chooses to take advantage of other home country practice in the future, its shareholders may be afforded less protection than they otherwise would enjoy under Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. 
+
+ 
+
+ 37
+
+ Table of Contents
+
+ 
+ Risks Related to the Arbe s Ordinary Shares
+
+ Arbe may issue additional Arbe Ordinary Shares or other securities following the Merger without shareholder approval, which would dilute existing ownership interests and may depress the market price of Arbe Ordinary Shares.
+
+ Arbe may issue additional Arbe Ordinary Shares or other equity securities of equal or senior rank in the future in connection with, among other things, Arbe s equity incentive plan, without shareholder approval, in a number of circumstances. Arbe s issuance of additional Arbe Ordinary Shares or other equity securities of equal or senior rank would have the following effects:
+
+ Arbe s existing shareholders proportionate ownership interest in Arbe may decrease;
+
+ the amount of cash available per share, including for payment of dividends in the future, may decrease;
+
+ the relative voting strength of each previously outstanding Arbe Ordinary Share may be diminished; and
+
+ the market price of Arbe Ordinary Shares may decline.
+
+ Any such issuance may be dilutive to the shareholders of Arbe or may cause the stock price to decrease.
+
+ Because Arbe s officers and directors and their affiliates own or control approximately 53% of Arbe s Ordinary Shares, they may be able to control any action requiring shareholder approval of shareholders. 
+
+ Arbe s officers and directors and their affiliates beneficially own or control the voting rights with respect to approximately 53% of Arbe s ordinary shares, they will have the power to control any action for which shareholder approval is required or sought by Arbe, particularly since Arbe s Restated Articles provide that a quorum for action by shareholders at a meeting called by the board of directors is two shareholders holding at least 25%. 
+
+ Because Arbe has a classified board of directors, it may be more difficult for a third party to obtain control of Arbe. 
+
+ Arbe s Restated Articles provide for a classified board of directors with each class of directors being elected for a term of three years. As a result, the shareholders will vote for only one-third of the board each year. A classified board of directors may make it more difficult for a third party of gain control of Arbe which may affect the opportunity of Arbe s shareholders to receive any potential benefit which could be available from a third party seeking to obtain control over Arbe. 
+
+ Arbe s Private Warrants are accounted for as liabilities and the changes in value of these warrants could have a material effect on its financial results. 
+
+ On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the SEC Statement ). As a result, ITAC s public warrants and private warrants were treated as liabilities. As a result of the merger, Arbe anticipates that the Arbe warrants issued to the holders are the ITAC public warrants will be treated as equity rather than liabilities based on the tests for determining whether warrants are treated as liabilities. However, the 3,112,080 Arbe private warrants issued to the holder of the ITAC private warrants, which are presently held by the ITAC Sponsor, will be treated as liabilities. The Accounting Standards Codification 815, Derivatives and Hedging ( ASC 815 ) provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statements of operations. As a result of the recurring fair value measurement, as long as the warrants are outstanding, Arbe s financial statements and results of operations may fluctuate quarterly based on factors which are outside of Arbe s control. Due to the recurring fair value measurement, Arbe will recognize non-cash gains or losses on the private warrants each reporting period based on the change in the derivative liability and the amount of such gains or losses could be material. Further, the gain or loss on the derivative liability, which will not be related Arbe s operations, could result in Arbe reporting a loss in a period in which its operations are profitable and net income in a period in which Arbe has a significant loss from operations. 
+
+ 
+
+ 38
+
+ Table of Contents
+
+ 
+ ITAC and Arbe have no history operating as a combined company. The unaudited pro forma condensed combined financial information may not be an indication of Arbe s financial condition or results of operations following the Merger, and accordingly, you have limited financial information on which to evaluate Arbe and your investment decision.
+
+ Arbe has a limited operating history and Arbe and ITAC have no prior history as a combined entity and their operations have not been previously managed on a combined basis. The unaudited pro forma condensed combined financial information contained in this prospectus has been prepared using the consolidated historical financial statements of ITAC and Arbe, and is presented for illustrative purposes only and should not be considered to be an indication of the results of operations including, without limitation, future revenue, or financial condition of Arbe following the Merger. Certain adjustments and assumptions have been made regarding ITAC and Arbe after giving effect to the Merger. Arbe and ITAC believe these assumptions are reasonable, however, the information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments are difficult to make with accuracy. These assumptions may not prove to be accurate, and other factors may affect Arbe s results of operations or financial condition following the consummation of the Merger. For these and other reasons, the historical and pro forma condensed combined financial information included in this prospectus does not necessarily reflect Arbe s results of operations and financial condition and the actual financial condition and results of operations of Arbe following the Merger may not be consistent with, or evident from, this pro forma financial information.
+
+ Any projections and forecasts presented in this prospectus may not be an indication of the actual results of the transaction or Arbe s future results.
+
+ This prospectus contains projections and forecasts prepared by Arbe and its management team. None of the projections and forecasts included in this prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the Merger or toward complying with SEC guidelines or U.S. GAAP. The projections and forecasts were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of Arbe and ITAC. Furthermore, they may exclude, among other things, certain material items such as transaction-related expenses. Important factors that may affect actual results and results of Arbe s operations following the Merger or could lead to such projections and forecasts not being achieved include, but are not limited to: client demand for Arbe s products, an evolving competitive landscape, rapid technological change, margin shifts in the industry, regulation changes in a highly regulated environment, successful management and retention of key personnel, unexpected expenses and general economic conditions. As such, these projections and forecasts may be inaccurate and should not be relied upon as an indicator of actual past or future results. 
+
+ The grant and future exercise of registration rights may adversely affect the market price of Arbe Ordinary Shares upon consummation of the Merger.
+
+ The registration statement of which this prospectus is a part covers the sale by existing shareholders of Arbe of the Arbe Ordinary Shares they owned prior to the completion of the Merger and the sale of the shares issued pursuant to the PIPE Subscription Agreements. Pursuant to the Founder Registration Rights Amendment, Arbe agreed to assume ITAC s obligations to register the Arbe Ordinary Shares issuable with respect to the Founder Shares. 
+
+ These registration rights agreements are described elsewhere in this prospectus. The registration of these securities permits the public sale of such securities after the registration statement becomes effective subject, in the case of Arbe s shareholders prior to the Merger, to certain lock-up agreements. The 10,000,000 shares issued in the PIPE Transaction are not subject to any lock-up provisions. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of Arbe Ordinary Shares. 
+
+ The sale by present Arbe Shareholders and/or the Sponsor upon the expiration of their lock-up period may cause the market price of Arbe s securities to drop significantly, even if Arbe s business is doing well.
+
+ Selling shareholders holding 36,330,760 ordinary shares have signed a lock-up agreement pursuant to which they agreed not to sell their Arbe Ordinary Shares during the period commencing from the Closing of the Merger (October 7, 2021) and ending one year from such Closing, subject to early release after six months if the closing price of the Arbe Ordinary Shares equals or exceeds $12.00 per share for any 20 out of 30 trading days commencing 150 days after the Closing or are subject to a 180 day lock-up pursuant to an investor rights agreement. Additionally, selling shareholders holding 46,268,611 ordinary shares, including the selling shareholders referred to in the preceding sentence, who 
+
+ 
+
+ 
+
+ 39
+
+ Table of Contents
+
+ 
+ are parties to an investor rights agreement, which provides for a lock up of 180 days from the closing of the Merger, subject to extension under certain conditions. Additionally, the Sponsor is subject to a lock-up with respect to the 1,905,900 Arbe Ordinary Shares issued with respect to the Founder Shares as follows. In addition to being subject to the same lock-up provisions that are applicable to the Arbe shareholders referred to in the first sentence, the Sponsor is subject to enhanced lock-up restrictions with respect to 952,950 Arbe Ordinary Shares. In addition to sales pursuant to a registration statement, the Sponsor and the Arbe shareholders will be able to sell their Arbe Ordinary Shares pursuant to Rule 144. The lock-up agreement does not apply to any shares which a shareholder purchased in the PIPE offering. Thus a shareholder who is subject to a lock-up agreement and who purchased shares in the PIPE offering will not be subject to the lock-up with respect to the shares purchased in the PIPE offering. 
+
+ Upon expiration of the applicable lock-up periods, and upon effectiveness of the registration statements of which this prospectus is a part, or upon satisfaction of the requirements of Rule 144 under the Securities Act, or another applicable exemption from registration, the Sponsor and the present Arbe shareholders and the PIPE investors may sell large amounts of Arbe Ordinary Shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in Arbe s Ordinary Share price and putting significant downward pressure on the price of Arbe s Ordinary Shares. The lock up provisions do not relate to shares purchased in the PIPE offering. 
+
+ The market price of Arbe s securities or may decline and may bear no relation to the market price of the ITAC common stock prior to the Merger.
+
+ The market values of the Arbe Ordinary Shares at the time of the Business Combination may vary significantly from the price of the ITAC Common Stock on the date the Business Combination Agreement was executed, the date of this prospectus statement, or the date on of the Closing of the Merger.
+
+ In addition, fluctuations in the price of Arbe s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the Arbe Ordinary Shares. Accordingly, the valuation ascribed to Arbe may not be indicative of the price that will prevail in the trading market following the Merger. If an active market for Arbe s securities develops and continues, the trading price of Arbe s securities following the Merger could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond Arbe s control. Any of the factors listed below could have a material adverse effect on your investment in Arbe s securities and the Arbe s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of Arbe s securities may not recover and may experience a further decline.
+
+ Factors affecting the trading price of Arbe s securities may include:
+
+ actual or anticipated fluctuations in Arbe s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;
+
+ changes in the market s expectations about Arbe s operating results;
+
+ success of competitors;
+
+ Arbe s operating results failing to meet the expectation of securities analysts or investors in a particular period;
+
+ changes in financial estimates and recommendations by securities analysts concerning Arbe or the media and broadband industry in general;
+
+ operating and share price performance of other companies that investors deem comparable to Arbe;
+
+ Arbe s ability to develop and market its products;
+
+ the market s perception as to Arbe s ability to develop and maintain any perceived technological advantage it may have;
+
+ actions by social media users to seek to increase activity in Arbe s securities;
+
+ changes in laws and regulations affecting Arbe s business;
+
+ Arbe s ability to meet compliance requirements including compliance with the Nasdaq continued listing requirements;
+
+ 
+
+ 40
+
+ Table of Contents
+
+ 
+ commencement of, or involvement in, litigation involving Arbe or the automotive industry in general;
+
+ changes in Arbe s capital structure, such as future issuances of securities or the incurrence of additional debt;
+
+ the volume of Arbe s ordinary shares available for public sale;
+
+ changes in trading patterns resulting from social media action not related to the results of Arbe s business;
+
+ any major change in the Post-Merger Board or management;
+
+ sales of substantial amounts of Arbe s Ordinary Shares by the Arbe s directors, executive officers or significant shareholders or the perception that such sales could occur; and
+
+ general economic and political conditions such as recessions, interest rates, international currency fluctuations and acts of war or terrorism.
+
+ Broad market and industry factors may materially harm the market price of Arbe s securities irrespective of Arbe s operating performance. Particularly since the onset of the COVID-19 pandemic, global stock markets in general, and Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of Arbe s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to Arbe could depress Arbe s share price regardless of Arbe s business, prospects, financial conditions or results of operations. A decline in the market price of Arbe s securities also could adversely affect Arbe s ability to issue additional securities and Arbe s ability to obtain additional financing in the future.
+
+ The Arbe Articles and Israeli law could prevent a takeover that shareholders consider favorable and could also reduce the market price of Arbe ordinary shares.
+
+ Certain provisions of Israeli law and the Arbe Articles could have the effect of delaying or preventing a change in control and may make it more difficult for a third party to acquire Arbe or for Arbe s shareholders to elect different individuals to its board of directors, even if doing so would be beneficial to its shareholders, and may limit the price that investors may be willing to pay in the future for the Arbe ordinary shares. For example, Israeli corporate law regulates mergers, requires that a tender offer be effected when certain thresholds of percentage ownership of voting power in a company are exceeded (subject to certain conditions) and establishes a high ownership threshold to squeeze out minority shareholders in a full tender offer. Further, Israeli tax considerations may make potential transactions undesirable to Arbe or to some of its shareholders whose country of residence does not have a tax treaty with Israel granting tax relief to such shareholders from Israeli tax. See the section titled Material Israeli Tax Considerations Taxation of our shareholders. 
+
+ Arbe does not intend to pay dividends for the foreseeable future. Accordingly, you may not receive any return on investment unless you sell your Arbe Ordinary Shares for a price greater than the price you paid for the ITAC Common Stock.
+
+ Arbe currently intends to retain all available funds and any future earnings for use in the operation of its business and does not anticipate paying any dividends on the Arbe ordinary shares in the foreseeable future. Consequently, you may be unable to realize a gain on your investment except by selling sell such shares after price appreciation, which may never occur.
+
+ Arbe s board of directors has sole discretion whether to pay dividends. If Arbe s board of directors decides to pay dividends, the form, frequency, and amount will depend upon its future, operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that its directors may deem relevant. The Companies Law imposes restrictions on Arbe s ability to declare and pay dividends.
+
+ 
+
+ 41
+
+ Table of Contents
+
+ 
+ If securities or industry analysts do not publish or cease publishing research or reports about Arbe, its business, or its market, or if they change their recommendations regarding the Arbe ordinary shares adversely, then the price and trading volume of the Arbe ordinary shares could decline.
+
+ The trading market for the Arbe ordinary shares is influenced by the research and reports that industry or financial analysts publish about us or our business. Arbe does not control these analysts, or the content and opinions included in their reports. As a new public company, Arbe may be slow to attract research coverage and the analysts who publish information about the Arbe ordinary shares will have had relatively little experience with Arbe, which could affect their ability to accurately forecast Arbe s results and make it more likely that Arbe fails to meet their estimates. In the event Arbe obtains industry or financial analyst coverage, if any of the analysts who cover Arbe issues an inaccurate or unfavorable opinion regarding it, Arbe s share price would likely decline. In addition, the share prices of many companies in the technology industry have declined significantly after those companies have failed to meet, or significantly exceed, the financial guidance publicly announced by the companies or the expectations of analysts. If Arbe s financial results fail to meet, or significantly exceed, its announced guidance or the expectations of analysts or public investors, analysts could downgrade the Arbe ordinary shares or publish unfavorable research about it. If one or more of these analysts cease coverage of Arbe or fail to publish reports on it regularly, Arbe s visibility in the financial markets could decrease, which in turn could cause its share price or trading volume to decline.
+
+ The IRS may not agree that Arbe should be treated as a non-U.S. corporation for U.S. federal income tax purposes.
+
+ Although Arbe is incorporated and tax resident in Israel, following the closing of the Merger the IRS may assert that it should be treated as a U.S. corporation for U.S. federal income tax purposes pursuant to Section 7874 of the Code. For U.S. federal income tax purposes, a corporation is generally considered a U.S. domestic corporation if it is created or organized in or under the laws of the U.S., any state thereof, or the District of Columbia. Because Arbe is not so created or organized (but is instead incorporated only in Israel), it would generally be classified as a foreign corporation (that is, a corporation other than a U.S. domestic corporation) under these rules. Section 7874 of the Code provides an exception under which a corporation created or organized under foreign law may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes.
+
+ As more fully described in the section titled Certain Material U.S. Federal Income Tax Considerations U.S. Federal Income Tax Treatment of Arbe Tax Residence of Arbe for U.S. Federal Income Tax Purposes, based on the terms of the Merger, the rules for determining share ownership under Code Section 7874 and the Treasury regulations promulgated under Code Section 7874 (the Section 7874 Regulations ), and certain factual assumptions, Arbe is not currently expected to be treated as a U.S. corporation for U.S. federal income tax purposes under Code Section 7874 after the Merger. However, the application of Section 7874 of the Code is complex, is subject to detailed regulations (the application of which is uncertain in various respects and would be impacted by changes in such U.S. tax laws and regulations with possible retroactive effect), and is subject to certain factual uncertainties. Accordingly, there can be no assurance that the IRS will not challenge the status of Arbe as a foreign corporation under Code Section 7874 or that such challenge would not be sustained by a court.
+
+ If the IRS were to successfully challenge under Code Section 7874 Arbe s status as a foreign corporation for U.S. federal income tax purposes, Arbe and certain Arbe shareholders could be subject to significant adverse tax consequences, including a higher effective corporate income tax rate on Arbe and future withholding taxes on certain Arbe shareholders, depending on the application of any income tax treaty that might apply to reduce such withholding taxes. In particular, holders of Arbe Ordinary Shares and/or Arbe Warrants would be treated as holders of stock and warrants of a U.S. corporation.
+
+ See Certain Material U.S. Federal Income Tax Considerations U.S. Federal Income Tax Treatment of Arbe Tax Residence of Arbe for U.S. Federal Income Tax Purposes for a more detailed discussion of the application of Code Section 7874 to the Merger. Investors in Arbe should consult their own advisors regarding the application of Code Section 7874 to the Merger.
+
+ Code Section 7874 increase Arbe s U.S. affiliates U.S. taxable income or have other adverse consequences to Arbe and Arbe s shareholders. 
+
+ Following the acquisition of a U.S. corporation by a foreign corporation, Code Section 7874 can limit the ability of the acquired U.S. corporation and its U.S. affiliates to use U.S. tax attributes (including net operating losses and certain tax credits) to offset U.S. taxable income resulting from certain transactions, as well as result in certain other adverse 
+
+ 
+
+ 42
+
+ Table of Contents
+
+ 
+ tax consequences, even if the acquiring foreign corporation is respected as a foreign corporation for purposes of Code Section 7874. In general, if a foreign corporation acquires, directly or indirectly, substantially all of the properties held directly or indirectly by a U.S. corporation, and after the acquisition the former shareholders of the acquired U.S. corporation hold at least 60% (by either vote or value) but less than 80% (by vote and value) of the shares of the foreign acquiring corporation by reason of holding shares in the acquired U.S. corporation, subject to other requirements, certain adverse tax consequences under Section 7874 of the Code may apply.
+
+ If these rules apply to the Merger, Arbe and certain of Arbe s shareholders may be subject to adverse tax consequences including, but not limited to, restrictions on the use of tax attributes with respect to inversion gain recognized over a 10-year period following the transaction, disqualification of dividends paid from preferential qualified dividend income rates and the requirement that any U.S. corporation owned by Arbe include as base erosion payments that may be subject to a minimum U.S. federal income tax any amounts treated as reductions in gross income paid to certain related foreign persons. Furthermore, certain disqualified individuals (including officers and directors of a U.S. corporation) may be subject to an excise tax on certain stock-based compensation held thereby at a rate of 20%.
+
+ As more fully described in the section titled Certain Material U.S. Federal Income Tax Considerations U.S. Federal Income Tax Treatment of Arbe Utilization of ITAC s Tax Attributes and Certain Other Adverse Tax Consequences to Arbe and Arbe s Shareholders, based on the terms of the Merger, the rules for determining share ownership under Section 7874 of the Code and the Section 7874 Regulations (as defined in Certain Material U.S. Federal Income Tax Considerations U.S. Federal Income Tax Treatment of Arbe Tax Residence of Arbe for U.S. Federal Income Tax Purposes ), and certain factual assumptions, Arbe is not currently expected to be subject to these rules under Code Section 7874 after the Merger. The above determination, however, is subject to detailed regulations (the application of which is uncertain in various respects and would be impacted by future changes in such U.S. Treasury regulations, with possible retroactive effect) and is subject to certain factual uncertainties. Accordingly, there can be no assurance that the IRS will not challenge whether Arbe is subject to the above rules or that such a challenge would not be sustained by a court.
+
+ However, even if Arbe is not subject to the above adverse consequences under Section 7874, Arbe may be limited in using its equity to engage in future acquisitions of U.S. corporations over a 36-month period following the Merger. If Arbe were to be treated as acquiring substantially all of the assets of a U.S. corporation within a 36-month period after the Merger, the Section 7874 Regulations would exclude certain shares of Arbe attributable to the Merger for purposes of determining the Section 7874 Percentage (as defined in Certain Material U.S. Federal Income Tax Considerations U.S. Federal Income Tax Treatment of Arbe Tax Residence of Arbe for U.S. Federal Income Tax Purposes ) of that subsequent acquisition, making it more likely that Code Section 7874 will apply to such subsequent acquisition.
+
+ See Certain Material U.S. Federal Income Tax Considerations U.S. Federal Income Tax Treatment of Arbe Utilization of ITAC s Tax Attributes and Certain Other Adverse Tax Consequences to Arbe and Arbe s Shareholders for a more detailed discussion of the application of Code Section 7874 to the Merger. Investors in Arbe should consult their own advisors regarding the application of Code Section 7874 to the Merger.
+
+ U.S. Holders of Arbe Ordinary Shares and/or Arbe Warrants may suffer adverse tax consequences if Arbe is treated as a passive foreign investment company.
+
+ A non-U.S. corporation generally will be treated as a passive foreign investment company, or a PFIC, for U.S. federal income tax purposes, in any taxable year if either (1) at least 75% of its gross income for such year is passive income (such as interest, dividends, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of assets giving rise to passive income) or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. Although based on the current and anticipated composition of the income, assets and operations of Arbe and its subsidiaries, Arbe does not believe it will be treated as a PFIC for U.S. federal income tax purposes for its current taxable year, which includes the Merger, and does not expect to become one for U.S. federal income tax purposes in the near future, this is a factual determination that depends on, among other things, the composition of Arbe s income and assets, and the market value of its shares and assets, including the composition of income and assets and the market value of shares and assets of its subsidiaries, from time to time. Accordingly, a complete determination can only be made annually after the close of each taxable year. Thus, 
+
+ 
+
+ 43
+
+ Table of Contents
+
+ 
+ no assurance can be given as to whether Arbe will be a PFIC in 2021 or for any future taxable year. In addition, neither ITAC s nor Arbe s respective U.S. counsel expresses any opinion with respect to Arbe s PFIC status for 2021 or future taxable years.
+
+ If Arbe is a PFIC for any taxable year, a U.S. Holder of Arbe Ordinary Shares and/or Arbe Warrants may be subject to adverse tax consequences and may incur certain information reporting obligations. Under the PFIC rules, unless such U.S. Holder makes an election available under the Code (which election could itself have adverse consequences for such U.S. Holder), such U.S. Holder may be subject to U.S. federal income tax at the then prevailing maximum rates on ordinary income and possibly an interest charge, in respect of excess distributions and upon any gain from the disposition of Arbe Ordinary Shares and/or Arbe Warrants, as if the excess distribution or gain had been recognized ratably over such U.S. Holder s holding period of the Arbe Ordinary Shares and/or Arbe Warrants. Certain elections (including a qualified electing fund election (or a QEF election or a mark-to-market election) that may be available to U.S. Holders of Arbe Ordinary Shares to mitigate some of the adverse tax consequences resulting from PFIC treatment, however, are not available with respect to the Arbe Warrants. Additionally, there can be no assurance that Arbe will have timely knowledge of its status as a PFIC in the future or that Arbe will timely provide information that would be required in order for a U.S. Holder to make a QEF election. For a further discussion, see Certain Material U.S. Federal Income Tax Considerations U.S. Holders U.S. Federal Income Tax Consequences of the Ownership and Disposition of Arbe Ordinary Shares and Arbe Warrants to U.S. Holders Passive Foreign Investment Company Rules. U.S. Holders of Arbe Ordinary Shares and/or Arbe Warrants are strongly encouraged to consult their own advisors regarding the potential application of these rules to Arbe and the ownership of Arbe Ordinary Shares and/or Arbe Warrants.
+
+ 
+
+ 44
+
+ Table of Contents
+
+ 
+ CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
+
+ This prospectus contains forward-looking statements that are subject to risks and uncertainties. Statements that are not historical facts, including statements about ITAC and Arbe and the transactions contemplated by the Business Combination Agreement, and the parties perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding possible or anticipated future results of Arbe s business, financial condition, results of operations, liquidity, plans and objectives. The words expect, believe, estimate, intend, plan, anticipate, project, may, will, could, should, potential and similar words or expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
+
+ The statements contained in this prospectus regarding the following matters are forward-looking by their nature:
+
+ Arbe s projection of revenue and other operating results;
+
+ Arbe s expectation that it will be engaging with Tier 1 suppliers and OEMs which would be building the radars based on its Chipset solution, eliminating expenses associated with system completion, requirement for undertaking significant capital expenditures associated with developing mass production manufacturing and the expenses of operating any such manufacturing capability;
+
+ Arbe s expectation that radars are crucial to the automotive industry and will be deployed in nearly all new vehicles as a long range, cost-effective sensor with the fewest environmental limitations;
+
+ Arbe s belief that the Arbe Radar Chipset heralds a breakthrough in radar technology that will enable Tier 1 manufacturers and OEMs to replace the current radars with an advanced solution that meets the safety requirements of Euro-NCAP and NHTSA for autonomous vehicles at all levels of autonomous driving;
+
+ Arbe s belief that a fully autonomous vehicle is seen as a potential solution for reducing the number of traffic accidents (due to the elimination of the human element from the equation), and as an incentive to create innovative autonomous vehicle-sharing services that will lead to the public foregoing the purchase of private vehicles, to reduce the problem of traffic congestion, and to significantly reduce fuel consumption and air pollution;
+
+ Arbe s belief that automakers choose to integrate advanced driver assistance systems (ADAS) based on several technologies simultaneously (radar, camera and LiDAR), and that it is likely that this trend of integrating technologies into vehicles will continue in the coming years;
+
+ Arbe s belief that its 4D imaging radar technology holds significant advantages over alternative technologies such as vision through cameras or LiDAR laser systems and over current-generation radar technologies that are on the market presently or have been announced for development;
+
+ Arbe s belief that its groundbreaking technology that contains an advanced processor, consumes relatively low amounts of energy and can scan a vehicle s environment at an exceptionally high resolution in real-time, and identify objects and distinguish between them with great long-range accuracy and a wide field of vision, differentiates Arbe and will enable Arbe to successfully compete and develop and maintain a leadership position in its target markets;
+
+ Arbe s belief that its products will be competitively priced;
+
+ Arbe s expectation that its marketing strategy, primarily targeted at Tier 1 manufacturers, will foster cooperation with Tier 1 manufacturers to integrate Arbe Radar Chipsets into the radar systems that Tier 1 manufacturers will sell to OEMs;
+
+ Arbe s belief that that outsourcing will provide Arbe a more secure path in production for quality control and reliability for automotive requirements;
+
+ Arbe s belief that certain operational or registration requirements for some autonomous functions will be removed as state regulators gain better experience with the technology;
+
+ 
+
+ 45
+
+ Table of Contents
+
+ 
+ Arbe s expectation that awareness among automakers and vehicle owners of the importance and benefits of installing ADAS (even in the absence of binding regulation) has increased, and that it is likely that in the future, the vast majority of new vehicles will be equipped with these systems;
+
+ Arbe s belief that the Arbe Radar Chipset will make it possible to launch an L3 autonomous vehicle without the need for LiDAR, thus lowering costs and adapting the vehicle to the general public;
+
+ Arbe s belief that its existing infrastructure positions it well to capitalize on regulatory changes pertaining to required installation of traffic accident prevention systems in general, and radar systems in particular, which is expected to increase the demand for the technology and products that Arbe is developing;
+
+ Arbe s belief that the automotive market, which experienced significant slowdown following the spread of the coronavirus (COVID-19) pandemic, is expected to resume growth during 2021;
+
+ Arbe s belief that an increased demand for autonomous vehicles and the transition to mass production of L2 and higher autonomous vehicles, requiring advanced systems for automatically integrating vehicles in traffic and preventing traffic accidents, are expected to increase the demand for products in Arbe s field of activity; and
+
+ Arbe s belief that a requirement on the part of insurance companies to install radar systems as a condition for issuing insurance policies is expected to increase the demand for Arbe s products.
+
+ The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks described under Risk Factors in this prospectus.
+
+ You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus, to conform these statements to actual results or to changes in our expectations.
+
+ 
+
+ 46
+
+ Table of Contents
+
+ 
+ USE OF PROCEEDS
+
+ Arbe will not receive any proceeds from the sale by the Selling Shareholders of their ordinary shares.
+
+ 
+
+ 47
+
+ Table of Contents
+
+ 
+ SELLING SHAREHOLDERS
+
+ The following table sets forth the names of the Selling Shareholders, the number of ordinary shares beneficially owned by each selling shareholder as of October 21, 2021. The table and the other information contained under the captions Selling Shareholder and Plan of Distribution has been prepared based upon information furnished to us by or on behalf of the Selling Shareholders. The following table sets forth, as to the selling shareholders, the number of ordinary shares beneficially owned, the number of shares being sold, the number of shares beneficially owned upon completion of the offering and the percentage beneficial ownership upon completion of the offering. Also included in the footnotes to the table of Selling Shareholders is any relationship during the past three years between the Selling Shareholders and us or any of our predecessors or affiliates. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days of October 21, 2021. 
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ After Sale of Shares in Offering 
+
+ 
+ 
+
+ 
+ 
+ Name 
+
+ 
+ 
+ 
+ Shares 
+Beneficially 
+Owned 
+
+ 
+ 
+ 
+ Shares 
+Being 
+Sold 
+
+ 
+ 
+ 
+ Shares 
+Beneficially 
+Owned 
+
+ 
+ 
+ 
+ Percent of 
+Outstanding(1) 
+
+ 
+ 
+
+ 
+ 
+ Kobi Marenko(2)(3)(4) 
+
+ 
+ 
+ 
+ 3,755,743 
+
+ 
+ 
+ 
+ 2,849,482 
+
+ 
+ 
+ 
+ 3,747 
+
+ 
+ 
+ 
+ * 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Inter Development Of Content In Internet 
+Company Ltd.(2)(3)(4) 
+
+ 
+ 
+ 
+ 902,514 
+
+ 
+ 
+ 
+ 902,514 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Noam Arkind, PhD(2)(4)(5) 
+
+ 
+ 
+ 
+ 2,853,090 
+
+ 
+ 
+ 
+ 2,849,482 
+
+ 
+ 
+ 
+ 3,608 
+
+ 
+ 
+ 
+ * 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Oz Fixman(2)(4)(6) 
+
+ 
+ 
+ 
+ 2,853,090 
+
+ 
+ 
+ 
+ 2,849,482 
+
+ 
+ 
+ 
+ 3,608 
+
+ 
+ 
+ 
+ * 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Canaan Partners Israel (CPI) (Cayman) L.P(2)(4)(7)(15) 
+
+ 
+ 
+ 
+ 9,036,429 
+
+ 
+ 
+ 
+ 9,026,429 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Taya Ventures (T.P.T) L.P.(4) 
+
+ 
+ 
+ 
+ 877,141 
+
+ 
+ 
+ 
+ 877,141 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ iAngels Technologies LP(2)(4)(8)(15) 
+
+ 
+ 
+ 
+ 6,494,354 
+
+ 
+ 
+ 
+ 6,494,354 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Green Innovations Holdings Ltd. 
+
+ 
+ 
+ 
+ 50,000 
+
+ 
+ 
+ 
+ 50,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ The David Klein Trust 
+
+ 
+ 
+ 
+ 10,000 
+
+ 
+ 
+ 
+ 10,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Silverhorn Israeli Ventures Fund Segregated Portfolio(2)(4) 
+
+ 
+ 
+ 
+ 1,554,263 
+
+ 
+ 
+ 
+ 1,554,263 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Next Gear Venture Partners L.P.(4) 
+
+ 
+ 
+ 
+ 393,099 
+
+ 
+ 
+ 
+ 393,099 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Maniv Mobility OC, LP(4) 
+
+ 
+ 
+ 
+ 129,198 
+
+ 
+ 
+ 
+ 129,198 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Maniv Mobility A, LP(4) 
+
+ 
+ 
+ 
+ 280,323 
+
+ 
+ 
+ 
+ 280,323 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ OurCrowd International Investment III, L.P.(4)(9)(15) 
+
+ 
+ 
+ 
+ 107,824 
+
+ 
+ 
+ 
+ 107,824 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ OurCrowd (Investment in Arbe) L.P.(4)(9)(15) 
+
+ 
+ 
+ 
+ 2,016,285 
+
+ 
+ 
+ 
+ 2,016,285 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ OurCrowd 50 L.P.(4)(9) 
+
+ 
+ 
+ 
+ 163,753 
+
+ 
+ 
+ 
+ 163,753 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ OurCrowd (Investment in Arbe) Israel L.P.(4)(9) 
+
+ 
+ 
+ 
+ 238,182 
+
+ 
+ 
+ 
+ 238,182 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ OurCrowd 50 III-QP, L.P.(4)(9) 
+
+ 
+ 
+ 
+ 30,438 
+
+ 
+ 
+ 
+ 30,438 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ OurCrowd GP Investment Fund L.P(4)(9) 
+
+ 
+ 
+ 
+ 17,300 
+
+ 
+ 
+ 
+ 17,300 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ OurCrowd 50 III, L.P.(4)(9) 
+
+ 
+ 
+ 
+ 31,316 
+
+ 
+ 
+ 
+ 31,316 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ O.G. Tech Ventures International Ltd.(2)(4)(10)(15) 
+
+ 
+ 
+ 
+ 2,993,029 
+
+ 
+ 
+ 
+ 2,993,029 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ A.Y.R.A.D Investment Ltd.(2)(4)(15) 
+
+ 
+ 
+ 
+ 225,346 
+
+ 
+ 
+ 
+ 225,346 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Robolution Capital 1(2)(4) 
+
+ 
+ 
+ 
+ 2,643,960 
+
+ 
+ 
+ 
+ 2,643,960 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Avalon Overseas Holding Company Ltd.(4) 
+
+ 
+ 
+ 
+ 1,406,007 
+
+ 
+ 
+ 
+ 1,406,007 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ MBC Mobility No.1 Ltd.(4) 
+
+ 
+ 
+ 
+ 788,603 
+
+ 
+ 
+ 
+ 788,603 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ AI Alliance, LLC(4) 
+
+ 
+ 
+ 
+ 1,406,007 
+
+ 
+ 
+ 
+ 1,406,007 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Ram Machness(4)(12) 
+
+ 
+ 
+ 
+ 206,402 
+
+ 
+ 
+ 
+ 38,116 
+
+ 
+ 
+ 
+ 168,286 
+
+ 
+ 
+ 
+ * 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Eli Kraus(4) 
+
+ 
+ 
+ 
+ 43,714 
+
+ 
+ 
+ 
+ 43,714 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Paul Puleo(4) 
+
+ 
+ 
+ 
+ 19,012 
+
+ 
+ 
+ 
+ 19,012 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+
+ 48
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ After Sale of Shares in Offering 
+
+ 
+ 
+
+ 
+ 
+ Name 
+
+ 
+ 
+ 
+ Shares 
+Beneficially 
+Owned 
+
+ 
+ 
+ 
+ Shares 
+Being 
+Sold 
+
+ 
+ 
+ 
+ Shares 
+Beneficially 
+Owned 
+
+ 
+ 
+ 
+ Percent of 
+Outstanding(1) 
+
+ 
+ 
+
+ 
+ 
+ Joseph Rickard Halprin(4) 
+
+ 
+ 
+ 
+ 19,012 
+
+ 
+ 
+ 
+ 19,012 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Korenvaes Capital Partners LP(4) 
+
+ 
+ 
+ 
+ 90,665 
+
+ 
+ 
+ 
+ 90,665 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Elia Lavie(4) 
+
+ 
+ 
+ 
+ 24,702 
+
+ 
+ 
+ 
+ 24,702 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Erez Mishli(4) 
+
+ 
+ 
+ 
+ 4,950 
+
+ 
+ 
+ 
+ 4,950 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Gaby Avron(4) 
+
+ 
+ 
+ 
+ 24,702 
+
+ 
+ 
+ 
+ 24,702 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Tal Feigel(4) 
+
+ 
+ 
+ 
+ 7,401 
+
+ 
+ 
+ 
+ 7,401 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Taliah Shahar(4) 
+
+ 
+ 
+ 
+ 2,405 
+
+ 
+ 
+ 
+ 2,405 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Beyond Electronics Ltd(4) 
+
+ 
+ 
+ 
+ 61,754 
+
+ 
+ 
+ 
+ 61,754 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Gail Licht(4)(15) 
+
+ 
+ 
+ 
+ 86,754 
+
+ 
+ 
+ 
+ 86,754 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Akiva Stechler(4) 
+
+ 
+ 
+ 
+ 12,351 
+
+ 
+ 
+ 
+ 12,351 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ CEL Catalyst Mobility Ltd.(2)(4)(11)(15) 
+
+ 
+ 
+ 
+ 4,612,586 
+
+ 
+ 
+ 
+ 4,612,586 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Geneva Insurance Group (Barbados) Inc.(4) 
+
+ 
+ 
+ 
+ 170,414 
+
+ 
+ 
+ 
+ 170,414 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ More Tech Ventures (Israel), Limited Partnership(4) 
+
+ 
+ 
+ 
+ 1,496,672 
+
+ 
+ 
+ 
+ 1,496,672 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ More Tech-Ventures (Cayman) Limited Partnership(4) 
+
+ 
+ 
+ 
+ 231,983 
+
+ 
+ 
+ 
+ 231,983 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Ehud Levi(4) 
+
+ 
+ 
+ 
+ 74,105 
+
+ 
+ 
+ 
+ 74,105 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Guy Cherni(4) 
+
+ 
+ 
+ 
+ 98,807 
+
+ 
+ 
+ 
+ 98,807 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Varana Capital Focused, LP(4)(15) 
+
+ 
+ 
+ 
+ 723,462 
+
+ 
+ 
+ 
+ 623,462 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Epsilon Underwriters & Issuing Ltd.(13)(15) 
+
+ 
+ 
+ 
+ 296,971 
+
+ 
+ 
+ 
+ 296,971 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ M&G Investment Management Limited(15) 
+
+ 
+ 
+ 
+ 3,500,000 
+
+ 
+ 
+ 
+ 3,500,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ More Provident Funds Ltd(15) 
+
+ 
+ 
+ 
+ 300,000 
+
+ 
+ 
+ 
+ 300,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Waldo Holdings 8(15) 
+
+ 
+ 
+ 
+ 50,000 
+
+ 
+ 
+ 
+ 50,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Meir Mazuz(15) 
+
+ 
+ 
+ 
+ 20,000 
+
+ 
+ 
+ 
+ 20,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Aharon Yerushalmi(15) 
+
+ 
+ 
+ 
+ 10,000 
+
+ 
+ 
+ 
+ 10,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Efratlili Ltd.(15) 
+
+ 
+ 
+ 
+ 5,000 
+
+ 
+ 
+ 
+ 5,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Fancy Blu Ltd.(15) 
+
+ 
+ 
+ 
+ 20,000 
+
+ 
+ 
+ 
+ 20,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ IM NTZ Investments Ltd.(15) 
+
+ 
+ 
+ 
+ 10,000 
+
+ 
+ 
+ 
+ 10,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Naniv Investments Ltd.(15) 
+
+ 
+ 
+ 
+ 10,000 
+
+ 
+ 
+ 
+ 10,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ R.S. Sigaliot Ltd.(15) 
+
+ 
+ 
+ 
+ 20,000 
+
+ 
+ 
+ 
+ 20,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Taya Investments Company Ltd.(15) 
+
+ 
+ 
+ 
+ 200,000 
+
+ 
+ 
+ 
+ 200,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Saba Capital Master Fund, Ltd.(15) 
+
+ 
+ 
+ 
+ 48,020 
+
+ 
+ 
+ 
+ 48,020 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Saba Capital Master Fund II, Ltd(15) 
+
+ 
+ 
+ 
+ 130,420 
+
+ 
+ 
+ 
+ 130,420 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Saba Capital Master Fund III, L.P. (15) 
+
+ 
+ 
+ 
+ 18,400 
+
+ 
+ 
+ 
+ 18,400 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Saba Capital SPAC Opportunities, Ltd.(15) 
+
+ 
+ 
+ 
+ 3,160 
+
+ 
+ 
+ 
+ 3,160 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Wade Hampton Partners LP(15) 
+
+ 
+ 
+ 
+ 25,000 
+
+ 
+ 
+ 
+ 25,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Poalim I.B.I Underwriting & Issuing Ltd.(15) 
+
+ 
+ 
+ 
+ 50,000 
+
+ 
+ 
+ 
+ 50,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Hagai Tal(15) 
+
+ 
+ 
+ 
+ 50,000 
+
+ 
+ 
+ 
+ 50,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Yuval Tal(15) 
+
+ 
+ 
+ 
+ 50,000 
+
+ 
+ 
+ 
+ 50,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Migdal Sal Domestic Equities(15) 
+
+ 
+ 
+ 
+ 1,400,000 
+
+ 
+ 
+ 
+ 1,400,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Hachshara Insurance Company Ltd.(15) 
+
+ 
+ 
+ 
+ 350,000 
+
+ 
+ 
+ 
+ 350,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ EJS/Galatee Holdings Inc(15) 
+
+ 
+ 
+ 
+ 13,100 
+
+ 
+ 
+ 
+ 13,100 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Sphera Master Fund L.P.(15) 
+
+ 
+ 
+ 
+ 236,900 
+
+ 
+ 
+ 
+ 236,900 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Tzvi Neta Holdings Ltd.(15) 
+
+ 
+ 
+ 
+ 100,000 
+
+ 
+ 
+ 
+ 100,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+
+ 49
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ After Sale of Shares in Offering 
+
+ 
+ 
+
+ 
+ 
+ Name 
+
+ 
+ 
+ 
+ Shares 
+Beneficially 
+Owned 
+
+ 
+ 
+ 
+ Shares 
+Being 
+Sold 
+
+ 
+ 
+ 
+ Shares 
+Beneficially 
+Owned 
+
+ 
+ 
+ 
+ Percent of 
+Outstanding(1) 
+
+ 
+ 
+
+ 
+ 
+ Hazavim Limited Partnership(15) 
+
+ 
+ 
+ 
+ 40,000 
+
+ 
+ 
+ 
+ 40,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Masterplan Hedge Fund Limited Partnership(15) 
+
+ 
+ 
+ 
+ 60,000 
+
+ 
+ 
+ 
+ 60,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Orcom Strategies Ltd.(15) 
+
+ 
+ 
+ 
+ 50,000 
+
+ 
+ 
+ 
+ 50,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Alon Blue Square Israel Ltd.(15) 
+
+ 
+ 
+ 
+ 68,000 
+
+ 
+ 
+ 
+ 68,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Extra Holdings Israel Ltd.(15) 
+
+ 
+ 
+ 
+ 126,000 
+
+ 
+ 
+ 
+ 126,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Blue Square Real Estate Ltd.(15) 
+
+ 
+ 
+ 
+ 106,000 
+
+ 
+ 
+ 
+ 106,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ CM Arbe LLC(15) 
+
+ 
+ 
+ 
+ 80,000 
+
+ 
+ 
+ 
+ 80,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Genus Ltd.(15) 
+
+ 
+ 
+ 
+ 60,000 
+
+ 
+ 
+ 
+ 60,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Polar Long/Short Master Fund(15) 
+
+ 
+ 
+ 
+ 468,542 
+
+ 
+ 
+ 
+ 468,542 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Polar Multi-Strategy Master Funds(15) 
+
+ 
+ 
+ 
+ 331,458 
+
+ 
+ 
+ 
+ 331,458 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ CVI Investments, Inc.(15) 
+
+ 
+ 
+ 
+ 150,000 
+
+ 
+ 
+ 
+ 150,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Texas Ventures Mgmt, LLC(15)(16) 
+
+ 
+ 
+ 
+ 340,000 
+
+ 
+ 
+ 
+ 340,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Kreos Capital VI (Expert Fund) L.P(4)(14) 
+
+ 
+ 
+ 
+ 227,959 
+
+ 
+ 
+ 
+ 227,959 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 0.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ ____________
+* Less than 1%
+
+ (1) There are 62,135,453 ordinary shares outstanding. 
+
+ (2) These Selling Shareholders has agreed not to sell, or engage in transactions which are the economic equivalent of a sale of, the Ordinary Shares covered by this prospectus, during the period commencing from the Closing and ending one year from the Closing (subject to early release if the closing price of the Ordinary Shares equals or exceeds $12.00 per share for any 20 out of 30 trading days commencing 150 days after the Closing and also subject to early release if Arbe consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all Arbe shareholders having the right to exchange their equity interest in Arbe for cash, securities or other property).
+
+ (3) Mr. Marenko is Arbe s chief executive officer, a director and a co-founder. The shares beneficially owned by Mr. Marenko consist of (a) 2,849,482 Arbe Ordinary Shares held directly by Mr. Marenko, (b) 3,747 Arbe Ordinary Shares subject to options, (c) 902,514 Arbe Ordinary shares owned by Inter Development Of Content In Internet Company Ltd. ( Inter ), which is owned by Mr. Marenko, of which 50,167 shares were purchased by Inter pursuant to its PIPE Subscription Agreement. Mr. Marenko has the right to vote and dispose of shares owned by Inter. 
+
+ (4) These Selling Shareholders are to be parties to a third amendment to an investor rights agreement pursuant to which Arbe agrees to register their ordinary shares and provides for indemnification. Pursuant to the agreement, (i) the shareholders agree to a lock-up for such period, up to 180 days as Arbe determines, which is 180 days, and (ii) Arbe agrees that it will not, without the prior written consent of the Arbe Investor Shareholders holding a majority of the registrable securities, as defined, provided that such holders, as a group, continue to hold a majority of the registrable securities held by them immediately following the effective date of the Merger, enter into any agreement with any holder or prospective holder of any of Arbe s securities which would provide to such holder the right to demand or include securities in any registration on other than either: (x) a pro rata basis with the Arbe Investor Shareholders or (y) on a subordinate basis after all Arbe Investor Shareholders have had the opportunity to include in the registration and offering all shares of registrable securities that they wish to so include. This provision does not apply if the terms of the registration rights to be granted is approved by a majority of Arbe s independent directors. The lock-up provisions of the investor rights agreement do not apply to shares issued in the PIPE transactions that are held by parties to the investor rights agreement. 
+
+ (5) Dr. Arkind is Arbe s chief technology officer, a director and a co-founder. Shares beneficially owned by Dr. Arkind include 3,608 shares subject to an option. 
+
+ (6) Mr. Fixman is Arbe s chief operating officer and a co-founder. Shares beneficially owned by Mr. Fixman include 3,608 shares subject to an option. 
+
+ (7) Mr. Ehud Levy, a director of Arbe, is the managing partner of Canaan Partners Israel (CPI) GP L.P., the general partner of Canaan Partners Israel (CPI) (Cayman) L.P.
+
+ (8) Ms. Mor Assia, a director of Arbe appointed at or about the time of the closing of the Merger, is a member of the investment committee of the general partner of iAngels Technologies LP.
+
+ 
+
+ 50
+
+ Table of Contents
+
+ 
+ (9) Eli Nir, who was a director of Arbe from February 2018 until his resignation at the closing of the Merger, is affiliated with OurCrowd International Investment III, L.P., OurCrowd International Investment III, L.P., OurCrowd (Investment in Arbe) L.P, OurCrowd 50 L.P., OurCrowd (Investment in Arbe) Israel L.P, OurCrowd 50 III-QP, L.P, OurCrowd GP Investment Fund L.P. and OurCrowd 50 III, L.P.
+
+ (10) Roy Oron, who was a director of Arbe from December 2017 until his resignation at the closing of the Merger, is an affiliate of O.G. Tech Ventures International Ltd.
+
+ (11) Yair Shamir, a director of Arbe, is affiliated with CEL Catalyst Mobility Ltd.
+
+ (12) Ram Machness is Arbe s chief business officer. Shares beneficially owned by Mr. Machness include 168.286 ordinary shares issuable upon exercise of options. 
+
+ (13) Epsilon Underwriters & Issuing Ltd. is a placement agent in connection with the PIPE offering, for which it will receive compensation of $772,500. 
+
+ (14) Represents ordinary shares issuable upon exercise of warrants. On February 21, 2019, Arbe entered into an agreement with Kreos Capital VI (Expert Fund) L.P, ( Kreos ) pursuant to which over certain period, Arbe took down a term loan of $5.0 million. The first drawdown of $3.0 million was taken in February 2019 and additional drawdown of $2.0 million was taken in November 2019. Pursuant to the loan agreement, Arbe issued to Kreos warrants for the purchase of a number of convertible Series B-1 convertible preferred shares, which, upon the Recapitalization, became a warrant to purchase 227,959 ordinary shares for an aggregate exercise price of $550,000. Arbe considers the loan as a credit facility and since the warrants are transferable separately from the loan, the warrants were classified as freestanding and treated as liability pursuant to ASC 480. As of December 31, 2020 and 2019, the warrants liability amounted to $375,000 and $139,000, respectively. The loan was repaid to Kreos on August 2021. 
+
+ (15) These shareholders purchased all or some of the shares being sold pursuant to this registration statement as part of the PIPE offering. 
+
+ (16) E. Scott Crist, a director who was the managing member of the Sponsor of ITAC, is chief executive officer and majority owner of Texas Ventures and has the right to vote and dispose of securities held by Texas Ventures Mgmt, LLC ( Texas Ventures ). Mr. Crist is also the is the managing member of the Sponsor, and was chief executive officer of ITAC prior to the Merger. Pursuant to the Business Combination Agreement, the Sponsor received 1,905,900 ordinary shares in respect of 1,905,900 shares of class B common stock of ITAC and private warrant to purchase 3,112,080 ordinary shares in respect of private warrant to purchase 3,112,080 shares of ITAC common stock. 
+
+ Except as disclosed in the footnotes to the above table, none of the Selling Shareholders has, and within the past three years has not had, any position, office or material relationship with us or with any of our predecessors or affiliates. 
+
+ The shares being sold by the Selling Shareholders represent ordinary shares which were owned by the Selling Shareholders prior to the Recapitalization or were acquired as part of the PIPE investment. 
+
+ 
+
+ 51
+
+ Table of Contents
+
+ 
+ PLAN OF DISTRIBUTION
+
+ The Selling Shareholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their ordinary shares on any stock exchange, market or trading facility on which the shares are traded or in private transactions or by gift. The shares offered by this prospectus may be sold by the Selling Shareholders at market prices prevailing at the time of sale or at negotiated prices. The Selling Shareholders may use any one or more of the following methods when selling or otherwise transferring shares: 
+
+ ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
+
+ block trades in which a broker-dealer will attempt to sell the shares as agent but may purchase a position and resell a portion of the block as principal to facilitate the transaction;
+
+ sales to a broker-dealer as principal and the resale by the broker-dealer of the shares for its account;
+
+ an exchange distribution in accordance with the rules of the applicable exchange if we are listed on an exchange at the time of sale;
+
+ privately negotiated transactions, including gifts;
+
+ covering short sales made after the date of this prospectus;
+
+ pursuant to an arrangement or agreement with a broker-dealer to sell a specified number of such shares at a stipulated price per share;
+
+ a combination of any such methods of sale; and
+
+ any other method of sale permitted pursuant to applicable law.
+
+ To the extent permitted under Rule 144, the Selling Shareholders may also sell ordinary shares owned by them pursuant to Rule 144 rather than pursuant to this prospectus.
+
+ Broker-dealers engaged by the Selling Shareholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Shareholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. None of the Selling Shareholders is an affiliate of any broker-dealer.
+
+ The Selling Shareholders may from time to time pledge or grant a security interest in some or all of the shares owned by them and, if the Selling Shareholders default in the performance of the secured obligations, the pledgees or secured parties may offer and sell the ordinary shares from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Shareholders to include the pledgee, transferee or other successors in interest as selling shareholder under this prospectus.
+
+ In connection with the sale of our ordinary shares or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions which may in turn engage in short sales of our ordinary shares in the course of hedging the positions they assume. The Selling Shareholders may, after the date of this prospectus, also sell our ordinary shares short and deliver these securities to close out their short positions, or lend or pledge its ordinary shares to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of ordinary shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
+
+ The Selling Shareholders also may transfer the ordinary shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
+
+ The Selling Shareholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be underwriters within the meaning of the Securities Act in connection with such sales. In such event, they will be subject to the prospectus delivery requirements of the Securities Act, any commissions received by such broker-dealers 
+
+ 
+
+ 52
+
+ Table of Contents
+
+ 
+ or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act, and federal securities laws, including Regulation M, may restrict the timing of purchases and sales of our ordinary shares by the Selling Shareholders and any other persons who are involved in the distribution of the ordinary shares pursuant to this prospectus. The Selling Shareholders have informed us that they do not have any agreement or understanding, directly or indirectly, with any person to distribute the ordinary shares.
+
+ We may be required to amend or supplement this prospectus in the event that (a) a selling shareholder transfers securities under conditions which require the purchaser or transferee to be named in the prospectus as a selling shareholder, in which case we will be required to amend or supplement this prospectus to name the selling shareholder, or (b) a selling shareholder sells shares to an underwriter, in which case we will be required to amend or supplement this prospectus to name the underwriter and the method of sale.
+
+ We are paying all fees and expenses incident to the registration of the shares. We have agreed to indemnify the selling shareholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
+
+ 
+
+ 53
+
+ Table of Contents
+
+ 
+ CAPITALIZATION 
+
+ Set forth below is the capitalization of Arbe at June 30, 2021: 
+
+ on an actual basis, after giving effect to the Recapitalization; and
+
+ as adjusted to give effect to the Merger, including the issuance of Arbe ordinary shares to the stockholders of ITAC, and the issuance of 10,000,000 ordinary shares in the PIPE financing, and the payment of certain debt. 
+
+ You should read the information below together with Arbe s consolidated financial statements and related notes included elsewhere in the prospectus and the information under Management s Discussion and Analysis of Financial Condition and Results of Operations and Unaudited Pro Forma Condensed Combined Financial Information. 
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Dollars in thousands 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ June 30, 2021 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Actual 
+
+ 
+ 
+ 
+ As Adjusted 
+
+ 
+ 
+
+ 
+ 
+ Current maturities of long-term loan 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,688 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 1,688 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Long-term loan 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Convertible loan 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 26,684 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Ordinary shares, par value NIS 0.000216 per share, 48,268,611 shares at 
+June 30, 2021, 62,135,453 shares as adjusted 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Additional paid-in capital 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,843 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 202,842 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accumulated deficit 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (90,513 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (106,541 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Total shareholders equity (deficit) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (88,670 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 96,301 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ ____________
+* Less than $1.
+
+ 
+
+ 54
+
+ Table of Contents
+
+ 
+ SELECTED FINANCIAL INFORMATION
+
+ The following statements of operations data for the years ended December 31, 2020 and 2019, balance sheet data as of December 31, 2020 and 2019 and statements of cash flows data for the years ended December 31, 2020 and 2019 have been derived from Arbe s audited consolidated financial statements included elsewhere in this prospectus. The following statements of operations data for the six months ended June 30, 2021 and 2020, balance sheet data at June 30, 2021 and statements of cash flows data for the six months ended June 30, 2021 and 2020 have been derived from Arbe s unaudited consolidated financial statements included elsewhere in this prospectus. All share and per share information being adjusted to reflect the Recapitalization, including the 46.25783-for-one stock split. You should read this Summary Financial Data section together with Arbe s financial statements and the related notes and Arbe s Management s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this prospectus. 
+
+ Dollars in thousands, except per share information. 
+
+ Statements of Operations Data: 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Six Months Ended June 30, 
+
+ 
+ 
+ 
+ Year Ended December 31, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2021 
+
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+ 
+ 2019 
+
+ 
+ 
+
+ 
+ 
+ Revenues 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,101 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 138 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 332 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cost of Revenues 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 678 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 137 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 340 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Gross Profit (Loss) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 423 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (8 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Operating Expenses: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Research and Development 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,552 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 6,625 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 12,794 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 22,012 
+
+ 
+ 
+
+ 
+ 
+ Sales and Marketing 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 747 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 560 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,063 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,933 
+
+ 
+ 
+
+ 
+ 
+ General and Administrative 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,119 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 507 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,093 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,187 
+
+ 
+ 
+
+ 
+ 
+ Total Operating Expenses 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 11,418 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 7,692 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 14,950 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,132 
+
+ 
+ 
+
+ 
+ 
+ Operating Loss 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,995 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 7,691 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 14,958 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,132 
+
+ 
+ 
+
+ 
+ 
+ Financial Expenses, net 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 17,964 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 99 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 667 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 475 
+
+ 
+ 
+
+ 
+ 
+ Net Loss 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 28,959 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 7,790 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 15,625 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 25,607 
+
+ 
+ 
+
+ 
+ 
+ Net Loss per Ordinary Share (basic and diluted) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 3.07 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 0.85 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1.70 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 2.87 
+
+ 
+ 
+
+ 
+ 
+ Average Ordinary Shares Outstanding 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,417,400 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,154,101 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,205,169 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 8,910,561 
+
+ 
+ 
+
+ 
+ Balance Sheet Data: 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ June 30,
+2021 
+
+ 
+ 
+ 
+ December 31, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+ 
+ 2019 
+
+ 
+ 
+
+ 
+ 
+ Current assets 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 8,477 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 4,021 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 17,422 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Working capital (deficiency) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (345 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (1,250 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 11,060 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Redeemable convertible preferred shares 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 58,387 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 55,440 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 53,973 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accumulated deficit 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (90,513 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (61,554 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (45,929 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Shareholders deficiency 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (88,670 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (60,157 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (45,053 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+
+ 
+
+ 
+
+ 55
+
+ Table of Contents
+
+ 
+ Selected Cash Flows Data: 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Six Months Ended 
+June 30, 
+
+ 
+ 
+ 
+ Years Ended 
+December 31, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2021 
+
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+ 
+ 2019 
+
+ 
+ 
+
+ 
+ 
+ Net cash used in operating activities 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (8,718 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (9,270 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (15,285 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (22,559 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Net cash provided by (used in) investing activities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (2,340 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 5,154 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,704 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (8,537 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Net cash provided by (used in) financing activities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 12,927 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (193 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,532 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 35,545 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net (decrease) increase in cash and cash equivalents and short-term restricted cash 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,869 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (4,309 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (4,049 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 4,449 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ Unaudited Pro Forma Net Loss Per Share 
+
+ The unaudited pro forma combined net loss per share information below does not purport to represent the loss per share which would have occurred had the companies been combined during the periods presented, nor loss per share for any future date or period and treats the Recapitalization as being effective on January 1, 2021. 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ ITAC 
+
+ 
+ 
+ 
+ Arbe 
+
+ 
+ 
+ 
+ Combined 
+Pro Forma 
+
+ 
+ 
+
+ 
+ 
+ As of and For the Six Months Ended June 30, 2021(2) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Book value per share(1) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (0.16 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (9.42 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1.56 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Weighted average shares outstanding basic and diluted 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 95,158,647 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,417,400 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 61,751,794 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss per share basic and diluted 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (0.00 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (3.07 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (0.46 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ ____________
+ (1) Book value per share equals total equity divided by total shares. The ITAC historical weighted average shares outstanding includes 7,623,600 shares subject to redemption for ITAC at June 30, 2021. 
+
+ (2) No cash dividends were declared under the periods presented. 
+
+ 
+
+ 
+
+ 56
+
+ Table of Contents
+
+ 
+ MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL
+CONDITION AND RESULTS OF OPERATIONS 
+
+ The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Arbe s audited financial statements as of and for the years ended December 31, 2020 and 2019 and the interim financial statements as of and for the six months ended June 30, 2021 and 2020 and notes to those statements included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the Cautionary Note Concerning Forward-Looking Statements and Risk Factors sections of this prospectus, Arbe s actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. 
+
+ Overview 
+
+ Arbe, a provider of 4D imaging radar solutions, is leading a radar revolution, enabling safe driver-assist systems today while paving the way for fully autonomous driving in the future. Arbe is empowering automakers, tier-1 suppliers, which are companies that supply parts or systems directly to OEMs, autonomous ground vehicles, commercial and industrial vehicles, and a wide array of safety applications with next-generation sensing and paradigm-changing perception. Arbe s imaging radar offers an order of magnitude higher resolution than any other competing radar solution in the market and, we believe it is an essential sensor for Level 2+ and higher levels of autonomy. 
+
+ Arbe s unique solution addresses the core issues that have caused the recent autonomous vehicle and autopilot accidents such as detecting stationary objects, identifying vulnerable road users, and eliminating false alarms without radar ambiguities. Addressing extensive driving scenarios and corner cases and all lighting and weather conditions makes Arbe s solution a critical sensor for vehicles which operate at a Level 2 and higher degree autonomy. Vehicles that are Level 2 are vehicles which includes integrated automation systems, where the driver is still required to control and monitor the environment at all times. The higher the level, the more autonomous the vehicle, with a Level 5 vehicle being fully autonomous with no driver input. 
+
+ Radars are crucial to the automotive industry and will be deployed in nearly all new vehicles as a long range, cost-effective sensor with the fewest environmental limitations. The level of sensing provided by Arbe s 4D imaging radar will be required for Level 2+ and higher level vehicles. Arbe believes that its 4D imaging radar technology holds significant advantages over current-generation radar technologies, those that are on the market presently or those that have been announced for development. Arbe s 4D Imaging Radar Solution provides ultra-high physical resolution at a long range, in both azimuth and elevation that supports tens of thousands of detections per frame with a point cloud density that we believe is unparalleled to any other radar solution on the market. 
+
+ Founded in 2015 by an elite team of semiconductor engineers, radar specialists, and data scientists, with experience building and exiting successful companies, Arbe has offices in Israel and the United States. 
+
+ Business Combination and Public Company Costs 
+
+ On March 18, 2021, Arbe entered into the Business Combination Agreement with ITAC and Merger Sub. Pursuant to the Business Combination Agreement, Merger Sub, a wholly-owned subsidiary of Arbe, was merged with and into ITAC. As a result of the Merger, ITAC became a wholly-owned subsidiary of Arbe, and the security holders of ITAC became security holders of Arbe. 
+
+ As a consequence of the Merger, the Ordinary Shares are registered under the Exchange Act and listed on Nasdaq, and Arbe is required to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. Arbe expects to incur additional annual expenses as a public company for, among other things, directors and officers liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees. 
+
+ 
+
+ 
+
+ 
+
+ 57
+
+ Table of Contents
+
+ 
+ The business combination with ITAC was consummated on October 7, 2021 with ITAC becoming a wholly-owned subsidiary of the Company, and the securityholders of ITAC becoming securityholders of the Company. Total gross proceeds resulted from the business combination were approximately $118,288,000 out of which total transaction costs amounted to approximately $19,447,000. The total gross proceeds include the $100,000,000 from the sale of 10,000,000 ordinary shares to PIPE investors at $10.00 per share, and $18,288,000, representing the funds remaining in ITAC s trust account after payment to the redeeming ITAC stockholders. 
+
+ Recapitalization and Stock Split 
+
+ All shares and per share information uses has been retroactively restated to reflect the 46.25783-for-one stock split and the changes in par value of the Arbe Ordinary Shares from NIS 0.01 per share to NIS 0.000216 per share effected on October 7, 2021 as part of the Recapitalization and the issuance of ordinary shares as part of the Recapitalization, assuming the ordinary shares were outstanding at the beginning of the periods presented. 
+
+ Key Factors Affecting Arbe s Operating Results 
+
+ Arbe believes that its future performance and success depends to a substantial extent on the following factors, each of which is in turn subject to significant risks and challenges, including those discussed below and in the section of this prospectus entitled Risk Factors. 
+
+ In a field in which we operate, the key to generating business is the ability to offer the latest technology. For Arbe to be successful, it must offer the latest technological developments. Arbe s research and development effort is oriented to maintaining leading edge technology. 
+
+ Arbe believes that widespread adoption of 4D imaging radar across applications for safety and autonomy is approaching and that it is well-positioned in both automotive and non-automotive markets to take advantage of this opportunity. Nevertheless, mass production passenger vehicles OEMs are just beginning to commercialize level 2+ and autonomous systems that rely on the imaging radar technology. Accordingly, Arbe expects the rate of actual adoption and commercialization of radar-based solutions by automotive OEMs and their suppliers to impact its results of operations, including revenue and gross margins for the foreseeable future. 
+
+ Arbe also intends to target markets beyond mass production passenger vehicles, including vehicle applications like trucks, busses, ground delivery vehicles, and industrial verticals like industrial robots, security systems, ground protection, drones, traffic monitoring, and many more. Arbe s solution has the potential to be a primary sensor candidate for many autonomous and semi-autonomous applications and next generation perception platforms. Hence, some of those markets are expected to evolve in parallel to the automotive market. 
+
+ The following table sets forth information as to companies that are (i) working with Arbe and are building radar systems based on Arbe s chipset and (ii) purchased an A Sample and are in process of evaluation. 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Using Arbe s chipset for next generation radar 
+
+ 
+ 
+ 
+ Purchased A Sample and in advanced evaluation 
+
+ 
+ 
+ 
+ Notes 
+
+ 
+ 
+
+ 
+ 
+ Tier 1 companies 
+
+ 
+ 
+ 
+ 4 
+
+ 
+ 
+ 
+ 6 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Self-driving car developers 
+
+ 
+ 
+ 
+ 1* 
+
+ 
+ 
+ 
+ 3 
+
+ 
+ 
+ 
+ * AutoX expects to integrate 400,000 Arbe-based radar systems in its Level 4 fleet over a 5 year period 
+
+ 
+ 
+
+ 
+ 
+ Non-Automotive 
+
+ 
+ 
+ 
+ 1* 
+
+ 
+ 
+ 
+ 5 
+
+ 
+ 
+ 
+ * Chose Arbe s Chipset and provided a low volume order 
+
+ 
+ 
+
+ 
+ 
+ OEMs 
+
+ 
+ 
+ 
+ 1* 
+
+ 
+ 
+ 
+ 6 
+
+ 
+ 
+ 
+ * Using Arbe s chipset for an advanced R&D project 
+
+ 
+ 
+
+ 
+ 
+ Other 
+
+ 
+ 
+ 
+ 1* 
+
+ 
+ 
+ 
+ 1 
+
+ 
+ 
+ 
+ * a Japanese supplier of third-party components that seeks to provide added value. 
+
+ 
+ 
+
+ 
+ Although customers may have purchased an A Sample for evaluation, not all such customers are in a position to make a decision to build a radar based on Arbe s chipset, and Arbe cannot give assurance that the customers described in the table will generate any significant revenue for Arbe. 
+
+ Arbe s results of operations are expected to be similar to other semiconductor manufacturers. Being a Tier 2 supplier of advanced technology to Tier 1 suppliers and OEMs, Arbe will be engaging with Tier 1 suppliers and OEMs who would be building the radars based on Arbe s Chipset solution. 
+
+ 
+
+ 
+
+ 
+
+ 58
+
+ Table of Contents
+
+ 
+ The semiconductor market generally and the automotive industry in particular is seeing shortages due to increased demand in general, and specifically in the automotive industry. Arbe is taking measures which are intended to make sure it will be able to meet all the demand of its customers, which may include significant prepayment for its products, although Arbe efforts may not be successful. 
+
+ Arbe is competing for talent in a highly competitive environment, which results in higher compensation packages to employees. Arbe cannot give assurance that it will be able to hire all required positions when they are required. 
+
+ COVID-19 Impact 
+
+ In the first quarter of 2020, the world was hit by the global spread of COVID-19. This dramatic event resulted in macroeconomic consequences. Many countries, including Israel, took significant steps to stem the spread of the virus. These measures included: quarantines, social distancing, restrictions on the movement of citizens, minimizing (and preventing) gatherings and events, restricting transportation of passengers and goods, closing international borders. 
+
+ The spread of COVID-19 and the actions taken by governments have had a significant impact on the automotive industry, which experienced a dramatic decline in volumes of vehicle production and sales. Some automotive factories were shut down during this period, and new projects planned for the near future were put on hold or cancelled. As a result, some ADAS providers, announced following the spread of the pandemic that production would be suspended due to low demand and bottlenecks in the supply chain, alongside their commitment to safeguard the health of employees. 
+
+ As of the date of this prospectus, many automakers around the world have not yet resumed full operations since the pandemic began. The automotive factories in China are an exception to this pattern, as they were early to return to normal and are currently operating at an accelerated rate. 
+
+ The extent of the impact of the pandemic on Arbe s operational and financial performance will depend on various future developments, including the duration and spread of the COVID-19 outbreak and impact on Arbe s customers, suppliers, contract manufacturers and employees, all of which is uncertain at this time. These factors related to COVID-19 are beyond Arbe s knowledge and control and, as a result, at this time, Arbe is unable to predict the ultimate impact, both in terms of severity and duration, that the COVID-19 pandemic will have on Arbe s business, operating results, cash flows and financial condition. 
+
+ Results of Operations 
+
+ Six months ended June 30, 2021 and 2020 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Six Months Ended 
+June 30, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2021 
+
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+
+ 
+ 
+ (dollars in thousands, except per share amounts) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Revenues 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,101 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 138 
+
+ 
+ 
+
+ 
+ 
+ Cost of Revenues 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 678 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 137 
+
+ 
+ 
+
+ 
+ 
+ Gross Profit 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 423 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1 
+
+ 
+ 
+
+ 
+ 
+ Operating Expenses: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Research and Development 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,552 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 6,625 
+
+ 
+ 
+
+ 
+ 
+ Sales and Marketing 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 747 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 560 
+
+ 
+ 
+
+ 
+ 
+ General and Administrative 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,119 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 507 
+
+ 
+ 
+
+ 
+ 
+ Total Operating Expenses 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 11,418 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 7,692 
+
+ 
+ 
+
+ 
+ 
+ Operating Loss 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,995 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 7,691 
+
+ 
+ 
+
+ 
+ 
+ Financial Expenses, net 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 17,964 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 99 
+
+ 
+ 
+
+ 
+ 
+ Net Loss 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 28,959 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 7,790 
+
+ 
+ 
+
+ 
+ 
+ Basic and Diluted net loss per Ordinary Share 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 3.07 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 0.85 
+
+ 
+ 
+
+ 
+ 
+ Average Ordinary Shares outstanding 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,417,400 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,154,101 
+
+ 
+ 
+
+ 
+ Arbe s revenue of approximately $1.1 million for the six months ended June 30, 2021, was derived from sales of radar chipsets, components and A Samples to be installed onto automotive vehicles, Robotaxis and non-automotive autonomous robots (such as Autonomous Ground Vehicles). 
+
+ 
+
+ 
+
+ 
+
+ 59
+
+ Table of Contents
+
+ 
+ The following table sets forth Arbe s revenue for the six months ended June 30, 2021 by geographic region (dollars in thousands): 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Six Months Ended 
+June 30, 2021 
+
+ 
+ 
+
+ 
+ 
+ Revenue 
+
+ 
+ 
+ 
+ % of Revenue 
+
+ 
+ 
+
+ 
+ 
+ Revenue by Geography: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ United States 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 28 
+
+ 
+ 
+ 
+ 2.5 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Sweden 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 563 
+
+ 
+ 
+ 
+ 51.2 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Germany 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 253 
+
+ 
+ 
+ 
+ 23.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ China 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 187 
+
+ 
+ 
+ 
+ 17.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Hong Kong 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 35 
+
+ 
+ 
+ 
+ 3.2 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Israel 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 34 
+
+ 
+ 
+ 
+ 3.1 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Total revenue 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,101 
+
+ 
+ 
+ 
+ 100.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ Cost of Revenue 
+
+ Cost of revenue includes the manufacturing cost of radar sensors, which primarily consists of components cost, assembly costs and personnel-related costs directly associated with Arbe s customer support organization and an allocated portion of facility, IT costs and depreciation. Arbe expects cost of revenue to increase in absolute dollars in future periods to the extent revenue increases, however, it expects its cost per unit to decrease as sales increase due to leveraging economy of scale achievable due to its business model. Cost of revenue for the six months ended June 30, 2021 and 2020 was approximately $0.7 and $0.1 million, respectively, resulting in a gross profit of $0.4 million and $0, respectively. 
+
+ Operating Expenses 
+
+ Research and Development Expenses 
+
+ Arbe s principal operating expenses is research and development, which was approximately $9.6 million and $6.6 million for the six months ended June 30, 2021 and 2020, respectively. Arbe s research and development efforts are focused on enhancing and developing the 4D imaging radar chipset solution and the accompanying software. The increase in research and development expenses reflected the ramp up in Arbe s operations, salary increases, resumption of hiring and starting work toward its full production plan. The six months expenses ended June 30, 2020 reflects the COVID-19 pandemic and steps taken by company including salary reduction, termination of employment of employees, hiring freeze, termination and renegotiation of agreements with subcontractors and delay in some research and development programs such as the postponement of production its chipsets. The pandemic delayed projects with Tier 1 suppliers and OEMs by an estimated six months. By the end 2020, Arbe saw that the automotive industry was starting to become normal, and, based on its indications from the Tier 1 suppliers and OEMs with which Arbe had been working before the pandemic. 
+
+ Research and development expenses include 
+
+ Personnel-related expenses, including salaries, benefits, and stock-based compensation expense for personnel in research and engineering functions; 
+
+ Expenses related to materials, software licenses, supplies and third-party services; and 
+
+ Prototype expenses 
+
+ A allocated portion of facility and IT costs and depreciation; and 
+
+ These research and development expenses were offset by participation grants received from the Israel Innovation Authority ( IIA ) and the European Union Ecsel program (Electronic Components and Systems for European Leadership). 
+
+ Research and development costs, net of grants received, are charged to the consolidated statement of operations as incurred. Arbe expects that its research and development costs will increase for the foreseeable future as it continues to invest in research and develop activities for product development. 
+
+ 
+
+ 
+
+ 
+
+ 60
+
+ Table of Contents
+
+ 
+ Sales and Marketing Expenses 
+
+ Sales and marketing expenses, which were approximately $0.7 million for the six months ended June 30, 2021 and approximately $0.6 million for the six months ended June 30, 2020, consist primarily of personnel-related costs directly associated with Arbe s sales and marketing activities. Personnel related expenses consist of salaries, benefits, and stock-based compensation. Marketing expenses include the cost of sales commissions, marketing programs, trade shows, consulting services, promotional materials, demonstration equipment and an allocated portion of facility, IT costs and depreciation. Arbe expects that its sales and marketing expenses will increase in absolute dollars over time as it hires additional sales and marketing personnel, increases its marketing activities and grows its domestic and international operations. 
+
+ General and Administrative Expenses 
+
+ General and administrative expenses, which were approximately $1.1 million for the six months ended June 30, 2021 and approximately $0.5 million for the six months ended June 30, 2020, consist of personnel-related expenses for corporate, executive, finance, and other administrative functions, expenses for outside professional services, including legal, audit and accounting services, as well as expenses for facilities, depreciation, and travel. Personnel related expenses consist of salaries, benefits, and stock-based compensation. The increase was primarily due to a ramp up in personnel related costs and professional consultants. 
+
+ Arbe expects its general and administrative expenses to increase for the foreseeable future as it increases the size of its workforce in parallel with the growth of its business, and as a result of the expenses of operating as a public company, including compliance with the rules and regulations of the Securities and Exchange Commission, legal, audit, additional insurance expenses, investor relations activities and other administrative and professional services. 
+
+ Financial Expenses, Net 
+
+ Financial expenses, net were approximately $18 million for the six months ended June 30, 2021 compared to approximately $0.1 million for the six months ended June 30, 2020. The increase was primarily related to revaluation of warrants issued to shareholders, increasing approximately $4.1 million, and revaluation of convertible loan issued to shareholders, increasing approximately $13.7 million. As a result of Recapitalization in connection with the merger, the warrants and convertible securities that resulted in the financial expense charges were converted into ordinary shares, with the result that Arbe will not incur financial expense for these securities. However, the private warrants issued to the Sponsor are treated as liabilities, with the result that, in the future, Arbe will value the warrant liability on each balance sheet date and the change in the warrant liability that relate to these private warrants will be included as a financial income or expense, depending whether there is an increase or decrease in the warrant liability. The public warrants issued to the holders of ITAC s public warrants, as a result of the Merger, will be treated by Arbe as equity. 
+
+ Years Ended December 31, 2020 and 2019 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Years Ended December 31, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+ 
+ 2019 
+
+ 
+ 
+
+ 
+ 
+ (dollars in thousands, except per share amounts) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Revenues 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 332 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cost of Revenues 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 340 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Gross Loss 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (8 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Operating Expenses: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Research and Development 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 12,794 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 22,012 
+
+ 
+ 
+
+ 
+ 
+ Sales and Marketing 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,063 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,933 
+
+ 
+ 
+
+ 
+ 
+ General and Administrative 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,093 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,187 
+
+ 
+ 
+
+ 
+ 
+ Total Operating Expenses 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 14,950 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,132 
+
+ 
+ 
+
+ 
+ 
+ Operating Loss 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 14,958 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,132 
+
+ 
+ 
+
+ 
+ 
+ Financial Expenses, net 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 667 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 475 
+
+ 
+ 
+
+ 
+ 
+ Net Loss 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 15,625 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 25,607 
+
+ 
+ 
+
+ 
+ 
+ Net Loss per Ordinary Share (basic and diluted) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1.70 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 2.87 
+
+ 
+ 
+
+ 
+ 
+ Average Ordinary Shares outstanding 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,205,169 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 8,910,561 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+
+ 
+
+ 61
+
+ Table of Contents
+
+ 
+ Arbe did not generate any revenue (or cost of revenue) in 2019. Arbe first generated revenue in 2020. In 2020, Arbe s revenue of approximately $0.3 million was derived from sales of radar chipset solutions to be installed onto automotive vehicles. 
+
+ The following table sets forth Arbe s revenue for the year ended December 31, 2020 by geographic region (dollars in thousands): 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Year Ended 
+December 31, 2020 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Revenue 
+
+ 
+ 
+ 
+ % of Revenue 
+
+ 
+ 
+
+ 
+ 
+ Revenue by Geography: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ United States 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 105 
+
+ 
+ 
+ 
+ 31.6 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Germany 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 80 
+
+ 
+ 
+ 
+ 24.1 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Israel 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 69 
+
+ 
+ 
+ 
+ 20.8 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ China 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 35 
+
+ 
+ 
+ 
+ 10.6 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Hong Kong 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 34 
+
+ 
+ 
+ 
+ 10.2 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Other 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9 
+
+ 
+ 
+ 
+ 2.7 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Total revenue 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 332 
+
+ 
+ 
+ 
+ 100.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ Cost of Revenue 
+
+ Cost of revenue includes the manufacturing cost of radar sensors, which primarily consists of components cost, assembly costs and personnel-related costs directly associated with Arbe s customer support organization and an allocated portion of facility, IT costs and depreciation. Arbe expects cost of revenue to increase in absolute dollars in future periods to the extent revenue increases, however, it expects its cost per unit to decrease as sales increase due to leveraging economy of scale achievable due to its business model. Cost of revenue for 2020 was approximately $0.3 million, resulting is a gross loss of $0. 
+
+ Operating Expenses 
+
+ Research and Development Expenses 
+
+ Arbe s principal operating expenses is research and development, which was approximately $12.8 million in 2020 and $22.0 million in 2019. Arbe s research and development efforts are focused on enhancing and developing the 4D imaging radar chipset solution and the accompanying software. The decrease in research and development expenses reflected the COVID-19 pandemic and steps taken by company including salary reduction, termination of employment of employees, hiring freeze, termination and renegotiation of agreements with subcontractors and delay in some research and development programs such as the postponement of production its chipsets. The pandemic delayed projects with Tier 1 suppliers and OEMs by an estimated six months. By the end of the third quarter and the beginning of the fourth quarter of 2020, Arbe saw that the automotive industry was starting to become normal, and, based on its indications from the Tier 1 suppliers and OEMs with which Arbe had been working before the pandemic, it ramped up its operations, started hiring and started working toward its full production plan. In addition, in 2019, Arbe had significant subcontractor costs involved in the development of its processor chip, costs it did not have in 2020. Overall, Arbe significantly reduced its research and development expenses for 2020 from the level of 2019 and Arbe does not believe that there was any material adverse effect on its revenue. 
+
+ Research and development expenses include 
+
+ Personnel-related expenses, including salaries, benefits, and stock-based compensation expense for personnel in research and engineering functions; 
+
+ Expenses related to materials, software licenses, supplies and third-party services; and 
+
+ Prototype expenses 
+
+ A allocated portion of facility and IT costs and depreciation; and 
+
+ The research and development expenses were offset by participation grants received from the IIA and the European Union Ecsel program. 
+
+ 
+
+ 
+
+ 
+
+ 62
+
+ Table of Contents
+
+ 
+ Arbe expenses research and development costs as incurred until the point that technological feasibility has been established. To date, costs incurred between the establishment of technological feasibility and the point at which the product is ready for general release have been insignificant. Arbe expects that its research and development costs will increase for the foreseeable future as it continues to invest in research and develop activities to achieve its product roadmap. 
+
+ Sales and Marketing Expenses 
+
+ Sales and marketing expenses, which were approximately $1.1 million in 2020 and approximately $1.9 million in 2019, consist primarily of personnel-related costs directly associated with Arbe s sales and marketing activities. Personnel related expenses consist of salaries, benefits, and stock-based compensation. Marketing expenses include the cost of sales commissions, marketing programs, trade shows, consulting services, promotional materials, demonstration equipment and an allocated portion of facility, IT costs and depreciation. Costs in 2020 were less than in 2019 due to COVID-19, reflected in reduction in headcount and salaries and cessation of global travel and trade shows. Arbe expects that its sales and marketing expenses will increase in absolute dollars over time as it hires additional sales and marketing personnel, increases its marketing activities and grows its domestic and international operations. 
+
+ General and Administrative Expenses 
+
+ General and administrative expenses, which were approximately $1.1 million in 2020 and approximately $1.2 million in 2019, consist of personnel-related expenses for corporate, executive, finance, and other administrative functions, expenses for outside professional services, including legal, audit and accounting services, as well as expenses for facilities, depreciation, and travel. Personnel related expenses consist of salaries, benefits, and stock-based compensation. The decrease was primarily due to a reduction in personnel related costs resulted from the COVID19 pandemic and actions taken by Israel in response to the pandemic. 
+
+ Arbe expects its general and administrative expenses to increase for the foreseeable future as it increases the size of its workforce in parallel with the growth of its business, and as a result of the expenses of operating as a public company, including compliance with the rules and regulations of the Securities and Exchange Commission, legal, audit, additional insurance expenses, investor relations activities and other administrative and professional services. 
+
+ Financial Expenses, Net 
+
+ Financial expenses, net were approximately $0.7 million in 2020 compared to approximately $0.5 million in 2019. The Increase was primarily related to revaluation of warrants issued to shareholders, growing from approximately $0.2 million in 2019 to approximately $1.1 million in 2020, offset by foreign exchange gain from leveraging ILS fluctuations against the US dollar of approximately $0.7 million. 
+
+ Liquidity and Capital Resources 
+
+ Arbe has historically funded its operations primarily from capital contributions and private placements of its equity securities as well as loans, including convertible loans. As of June 30, 2021, Arbe had cash and cash equivalents totalling $4.7 million, which were held for working capital purposes. Cash equivalents are invested in accordance with its investment policy. To date, its principal sources of liquidity have been the $70 million of net proceeds received through private placements, invested as an advance on account of issuance of convertible preferred shares (which issued prior to the Merger) or exercise of warrants. In addition, it has received a $5.0 million loan from Kreos Capital. 
+
+ On August 16, 2021, Arbe and its wholly-owned U.S. subsidiary, Arbe Robotics US, Inc., entered into a debenture agreement with Scintilla Fund L.P. ( Scintilla ) pursuant to which, over a certain period Arbe can withdraw a term loan up to a total amount to $10.0 million. In August 2021, Arbe borrowed the first tranche of $5.0 million, part of which was used to prepay all outstanding loans to Kreos. An additional tranche can be borrowed within 90 days from the initial disbursement. The loans mature on July 1, 2022, bear interest at 10% per annum. Arbe paid a $250,000 facility arrangement fee at the initial closing and is to pay a fee equal to 4% of the amount borrowed when the note is paid. The loans are secured by a pledge of all of the assets of Arbe and contain affirmative, negative and financial covenants. Affirmative covenants include, among other things, the delivery of financial and other information. Negative covenants include, among other things, limitations on asset sales, mergers and acquisitions, indebtedness, liens, investments and transactions with affiliates. Arbe was in compliance with all its financial covenants under the agreement. 
+
+ 
+
+ 
+
+ 
+
+ 63
+
+ Table of Contents
+
+ 
+ The business combination with ITAC was consummated on October 7, 2021 with ITAC becoming a wholly-owned subsidiary of the Company, and the security holders of ITAC becoming security holders of the Company. Total gross proceeds resulting from the business combination were approximately $118,288,000 out of which total transaction costs amounted to approximately $19,447,000. The total gross proceeds include the $100,000,000 from the sale of 10,000,000 ordinary shares to PIPE investors at $10.00 per share and $18,288,000, representing the funds remaining in ITAC s trust account after payment to the redeeming ITAC stockholders. 
+
+ Cash Flow Summary 
+
+ The following table summarizes Arbe s cash flows for the periods presented (in thousands): 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Six Months Ended June 30, 
+
+ 
+ 
+ 
+ Years Ended December 31, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2021 
+
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+ 
+ 2019 
+
+ 
+ 
+
+ 
+ 
+ Net cash used in operating activities 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (8,718 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (9,270 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (15,285 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (22,559 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Net cash provided by (used in) investing activities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (2,340 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 5,154 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,704 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (8,537 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Net cash provided by (used in) financing activities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 12,927 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (193 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,532 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 35,545 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net (decrease) increase in cash and cash equivalents and short-term restricted 
+cash 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,869 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (4,309 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (4,049 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 44,449 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ Operating Activities 
+
+ During the six months ended June 30, 2021, operating activities used approximately $8.7 million in cash. The primary factors affecting operating cash flows during this period were net loss of approximately $29 million, impacted by non-cash charges of approximately $17.8 million consisting of revaluation of warrants of approximately $4.1 million as well as revaluation of convertible loan of approximately $13.7 million. 
+
+ During the six months ended June 30, 2020, operating activities used approximately $9.3 million in cash. The primary factors affecting operating cash flows during this period were net loss of approximately $7.8 million, impacted by non-cash charges of approximately $0.6 million consisting of revaluation of warrants and stock-based compensation offset by changes in working capital of approximately $2 million. 
+
+ During the year ended December 31, 2020, operating activities used approximately $15.3 million in cash. The primary factors affecting operating cash flows during this period were net loss of approximately $15.6 million, impacted by non-cash charges of approximately $1.8 million consisting of revaluation of warrants and share-based compensation of approximately $1.6 million as well as depreciation of approximately $0.2 million, off-set by an increase in working capital of approximately $1.5 million. 
+
+ During the year ended December 31, 2019, operating activities used approximately $22.6 million in cash. The primary factors affecting operating cash flows during this period were net loss of approximately $25.6 million, impacted by non-cash charges of approximately $3.0 million consisting of revaluation of warrants and share-based compensation of approximately $0.5 million, depreciation of approximately $0.2 million, revaluation of loan of approximately $0.2 million as well as a decrease in working capital of approximately $2.1 million. 
+
+ Investing Activities 
+
+ During the six months ended June 30, 2021, cash used in investing activities was approximately $2.3 million, which was primarily from investment in short-term deposit of approximately $1.9 million, as well as cash used to purchase equipment and leasehold improvements of approximately $0.4 million. 
+
+ During the six months ended June 30, 2020, cash provided by investing activities was approximately $5.2, which was primarily from withdrawal from short-term deposits of approximately $5.3 million, partially offset by cash used to purchase equipment and leasehold improvements of approximately $0.2 million. 
+
+ During the year ended December 31, 2020, cash provided by investing activities was approximately $9.7 million, which was primarily from withdrawals from short term deposit of approximately $9.9 million, partially offset by cash used to purchase equipment and leasehold improvements of approximately $0.2 million. 
+
+ 
+
+ 
+
+ 
+
+ 64
+
+ Table of Contents
+
+ 
+ During the year ended December 31, 2019, cash used by investing activities was approximately $8.5, which was primarily from investment in short-term deposits of approximately $8.3 million, partially offset by cash used to purchase equipment and leasehold improvements of approximately $0.2 million. 
+
+ Financing Activities 
+
+ During the six months ended June 30, 2021, cash provided by financing activities was approximately $12.9 million, consisting primarily of proceeds from a convertible loan of approximately $11.3 million and proceeds from exercise of warrants of approximately $2.5 million as well as from issuance and exercise options of approximately $0.1 million, offset by repayment of long-term loan of approximately $0.9 million. 
+
+ During the six months ended June 30, 2020, cash used by financing activities was approximately $0.2 million, consisting primarily of proceeds from issuance of convertible preferred shares of approximately $0.5 million, offset by repayment of long-term loan of approximately $0.7 million. 
+
+ During the year ended December 31, 2020, cash provided by financing activities was approximately $1.5 million, consisting primarily of proceeds from a convertible loan of approximately $1.6 million and proceeds from issuance of convertible preferred shares of approximately $1.2 million as well as from issuance and exercise of warrants and options of approximately $0.3 million, offset by repayment of long-term loan of approximately $1.6 million. 
+
+ During the year ended December 31, 2019, cash provided by financing activities was approximately $35.5 million, consisting primarily of proceeds from issuance of convertible preferred shares of approximately $31.3 million, proceeds from long-term loan of approximately $4.8 million, offset by repayment of long-term loan of approximately $0.6 million. 
+
+ Funding Requirements 
+
+ Arbe expects its expenses to increase in connection with its ongoing activities, particularly as it continues research and development activities and to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. Furthermore, it expects to incur additional costs associated with operating as a public company. 
+
+ The total gross proceeds from the Business Combination were approximately $118,288,000, with total transaction costs of approximately $19,447,000. Additional funding may be required for a variety of reasons, including, but not limited to, delays in the anticipated schedule to full production as currently contemplated. 
+
+ Arbe also expects its losses to be significantly higher in future periods as it: 
+
+ expands production capabilities to bring its chipset to automotive grade production; 
+
+ expands its design, development, installation and servicing capabilities; 
+
+ increases its investment in research and development; 
+
+ increases its sales and marketing activities and develops its distribution infrastructure; and 
+
+ increases its general and administrative expenses to support the growth and public company infrastructure. 
+
+ Because Arbe will incur the costs and expenses from these efforts before it receives incremental revenues to offset such costs and expenses, losses in future periods may be significant. In addition, Arbe may find that these efforts are more expensive than it currently anticipates or that these efforts may not result in revenues, which would further increase its losses. 
+
+ Debt with Warrants 
+
+ On February 21, 2019, Arbe entered into an agreement with Kreos Capital VI (Expert Fund) L.P, ( Kreos ) pursuant to which over certain period, Arbe took down a term loan of $5.0 million. The first drawdown of $3.0 million was received in February 2019 and an additional drawdown of $2.0 million was received in November 2019. Pursuant to the loan agreement, Arbe issued to Kreos warrants for the purchase of a number of convertible Series B-1 convertible preferred shares, which, pursuant to the Recapitalization became warrants to purchase 227,959 ordinary shares for an aggregate exercise price of $550,000. Arbe considers the loan as a credit facility and since the warrants are transferable 
+
+ 
+
+ 
+
+ 65
+
+ Table of Contents
+
+ 
+ separately from the loan, the warrants were classified as freestanding and treated as liability pursuant to ASC 480. As of June 30, 2021 and December 31, 2020, the warrants liability amounted to $1,440,000 and $375,000, respectively. The loan was repaid to Kreos in August 2021. 
+
+ Quantitative and Qualitative Disclosures about Market Risk 
+
+ Arbe is exposed to market risk related to changes in interest rates. As of June 30, 2021 and 2020, its cash equivalents consisted of interest-bearing checking accounts. Its primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of Bank of Israel interest rates. Due to the short-term nature and the low-risk profile of Arbe s interest-bearing accounts, an immediate 10% change in interest rates would not have a material effect on the fair market value of Arbe s cash and cash equivalents and short-term restricted bank deposits or on its financial position or results of operations. 
+
+ Arbe has contracted with and may continue to contract with vendors located in China, Europe and Israel, it believes that foreign currency exchange rates have not had, or currently have, a material effect on its business. 
+
+ Arbe does not believe that inflation had a material effect on its business, financial condition or results of operations during the six months ended June 30, 2021 and 2020 or the years ended December 31, 2021. 
+
+ 
+
+ 
+
+ 66
+
+ Table of Contents
+
+ 
+ HISTORICAL COMPARATIVE AND PRO FORMA COMBINED
+PER SHARE DATA OF ITAC AND ARBE 
+
+ The following table sets forth summary historical comparative share and per share information for ITAC and Arbe and unaudited pro forma condensed combined per share information of ITAC after giving effect to the Merger (including the Recapitalization). The historical financial information for Arbe retroactively reflects the 46.25783-for-one stock split and the changes in par value of the Arbe Ordinary Shares from NIS 0.01 per share to NIS 0.000216 per share effected on October 7, 2021 as part of the Recapitalization effected in connection with the Merger. 
+
+ The unaudited pro forma book value information reflects the Merger as if it had occurred on June 30, 2021. The weighted average shares outstanding and net earnings per share information reflect the Merger and the Recapitalization as if they had occurred on January 1, 2020. 
+
+ This information is only a summary and should be read together with the summary historical financial information included elsewhere in this prospectus, and the historical financial statements of ITAC and Arbe and related notes that are included elsewhere in this prospectus. The unaudited pro forma combined per share information of ITAC and Arbe is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this prospectus. 
+
+ The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period and treats the Recapitalization as being effective on January 1, 2020. The unaudited pro forma combined book value per share information below does not purport to represent what the value of ITAC and Arbe would have been had the companies been combined during the periods presented. 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ ITAC 
+
+ 
+ 
+ 
+ Arbe 
+
+ 
+ 
+ 
+ Combined Pro Forma 
+
+ 
+ 
+
+ 
+ 
+ As of and For the Six Months Ended June 30, 2021(2) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Book value per share(1) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (7.57 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (9.42 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1.56 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Weighted average shares outstanding basic and diluted 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,057,136 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,417,400 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 61,751,794 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss per share basic and diluted 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (0.04 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (3.07 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (0.46 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ ____________
+ (1) Book value per share equals total equity divided by total shares. The ITAC historical weighted average shares outstanding includes 7,623,600 shares subject to redemption for ITAC at June 30, 2021. 
+
+ (2) No cash dividends were declared under the periods presented. 
+
+ 
+
+ 
+
+ 
+
+ 67
+
+ Table of Contents
+
+ 
+ UNAUDITED PRO FORMA CONDENSED INTERIM COMBINED FINANCIAL INFORMATION 
+
+ Introduction 
+
+ The following unaudited pro forma condensed interim combined financial statements present the combination of the financial information of ITAC and Arbe, adjusted to give effect to the Business Combination and consummation of the Transactions, including the Recapitalization. The following unaudited pro forma condensed interim combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 Amendments to Financial Disclosures about Acquired and Disposed Businesses as amended by the final rule, Release No. 33-10786 Amendments to Financial Disclosures about Acquired and Disposed Businesses. 
+
+ ITAC was a blank check company incorporated in Delaware on June 2, 2020. ITAC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. At June 30, 2021, there was approximately $77 million held in the Trust Account. 
+
+ Arbe was founded and registered on November 4, 2015 and commenced its activities in January 2016. Arbe is a technology start up, developing a high resolution 4D imaging radar for safer and autonomous vehicles. Arbe is headquartered in Tel Aviv, Israel. 
+
+ The following unaudited pro forma condensed interim combined balance sheet as of June 30, 2021 assumes that the Transactions occurred on June 30, 2021. The unaudited pro forma condensed interim combined statement of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 present pro forma effect to the Transactions as if they had been completed on January 1, 2020. 
+
+ The unaudited pro forma combined financial statements do not necessarily reflect what the combined company s financial condition or results of operations would have been had the Transactions occurred on the dates indicated. The unaudited pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. 
+
+ This information should be read together with ITAC s and Arbe s audited and unaudited financial statements and related notes, the sections titled ITAC s Management s Discussion and Analysis of Financial Condition and Results of Operations, and Arbe s Management s Discussion and Analysis of Financial Condition and Results of Operations and other financial information included elsewhere in this proxy statement/prospectus. 
+
+ The Merger will be accounted for as a recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S GAAP. 
+
+ The Pro Forma share and per share information assume that the Recapitalization is effective on January 1, 2020. 
+
+ Description of the Transactions 
+
+ On March 18, 2021, ITAC entered into the Business Combination Agreement with Arbe and Merger Sub, and the Merger was completed on October 7, 2021, which is the effective date of the Merger. Pursuant to the Business Combination Agreement, Merger Sub was merged with and into ITAC, with ITAC surviving the merger as a wholly-owned subsidiary of Arbe. 
+
+ Pursuant to the Merger, Arbe issued to ITAC securityholders (a) 3,866,842 ordinary shares to the holders of ITAC common stock and (b) 10,735,680 Arbe warrants to the holders of ITAC warrants, of which 7,623,600 warrants are public warrants and 3,112,080 warrants are private warrants. 
+
+ Pursuant to the Business Combination Agreement, immediately prior to the Effective Time, Arbe affected the Recapitalization pursuant to which (a) each Exercising Arbe Warrants to purchase Arbe Ordinary Shares or Arbe Preferred Shares was exercised in accordance with their respective terms; (b) immediately following such exercise, each outstanding Arbe Preferred Share was converted into Arbe Ordinary Shares in accordance with the Existing Arbe Articles and (c) immediately following such conversion, but for the avoidance of doubt prior to the Effective Time, pursuant to the Recapitalization, the Company effected a 46.25783-for-one stock split and par value of the ordinary shares was changed from NIS 0.01 per share to NIS 0.000216 per share. 
+
+ 
+
+ 
+
+ 
+
+ 68
+
+ Table of Contents
+
+ 
+ Concurrently with the execution of the Business Combination Agreement, Arbe issued 10,000,000 Arbe Ordinary Shares at a price per share of $10.00 for gross proceeds of $100,000,000 (PIPE transaction). 
+
+ Total gross proceeds resulted from the Business Combination were approximately $118,288,000, with total transaction costs of approximately $19,447,000. The total gross proceeds include the $100,000,000 from the sale of 10,000,000 ordinary shares to PIPE investors at $10.00 per share and approximately $18,288,000 representing the funds remaining in ITAC s trust account after payment to the redeeming ITAC stockholders. 
+
+ Consideration. 
+
+ The following represents the aggregate merger consideration assuming no Arbe warrants have been exercised: 
+
+ 
+
+ 
+ 
+ (in thousands, except share amounts)(a) 
+
+ 
+ 
+ 
+ Purchase 
+Price 
+
+ 
+ 
+ 
+ Shares 
+Issued 
+
+ 
+ 
+
+ 
+ 
+ Share Consideration to ITAC 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 38,668 
+
+ 
+ 
+ 
+ 3,866,842 
+
+ 
+ 
+
+ 
+ 
+ PIPE 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 100,000 
+
+ 
+ 
+ 
+ 10,000,000 
+
+ 
+ 
+
+ 
+ ____________
+ (a) The value of Arbe Ordinary Shares is reflected at $10 per share. 
+
+ Ownership 
+
+ The following summarizes the unaudited pro forma Arbe ordinary shares outstanding assuming no Arbe Warrants have been exercised: 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Shares 
+
+ 
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Total Arbe 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ ITAC stockholders (including the Sponsor) 
+
+ 
+ 
+ 
+ 3,866,842 
+
+ 
+ 
+ 
+ 6.22 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Existing Arbe shareholders(1)(2) 
+
+ 
+ 
+ 
+ 48,268,611 
+
+ 
+ 
+ 
+ 77.68 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ PIPE Shares 
+
+ 
+ 
+ 
+ 10,000,000 
+
+ 
+ 
+ 
+ 16.10 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Total Company Ordinary Shares Outstanding at Closing 
+
+ 
+ 
+ 
+ 62,135,453 
+
+ 
+ 
+ 
+ 100.00 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ ____________
+ (1) Excludes Arbe Continuing Warrants and Outstanding Arbe Options to purchase a total of 4,239,253 Arbe Ordinary Shares. The number of ordinary shares outstanding at the closing will reflect any exercises of options or warrants prior to closing. 
+
+ (2) The total number of ordinary shares outstanding at closing includes 17,226 ordinary shares that reflect, primarily, the exercise of employee stock options after June 30, 2021. 
+
+ The following unaudited pro forma condensed interim combined balance sheet as of June 30, 2021 and the unaudited pro forma condensed interim combined statement of operations for the six months ended June 30, 2021 and the year ended December 31, 2020 are based on the historical financial statements of ITAC and Arbe. The unaudited pro forma adjustments are based on information currently available, assumptions, and estimates underlying the pro forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed interim combined financial information. 
+
+ 
+
+ 
+
+ 
+
+ 69
+
+ Table of Contents
+
+ 
+ UNAUDITED PRO FORMA CONDENSED INTERIM COMBINED BALANCE SHEET 
+AS OF JUNE 30, 2021 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ As of June 30, 2021 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ As of 
+June 30, 
+2021 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ ITAC 
+(Historical) 
+
+ 
+ 
+ 
+ Arbe 
+(Historical) 
+
+ 
+ 
+ 
+ Pro Forma 
+Adjustments 
+
+ 
+ 
+ 
+ 
+ 
+ Pro Forma Combined 
+
+ 
+ 
+
+ 
+ 
+ ASSETS 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ CURRENT ASSETS: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cash, Cash Equivalents and Bank Deposits 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 106 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 6,704 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 100,724 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ (A)(L) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 107,534 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Restricted Cash 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 119 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 119 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Trade Receivable 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 551 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 551 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Prepaid Expenses and Other Receivables 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 60 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,103 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,163 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Marketable securities held in Trust Account 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 77,007 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (77,007 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (B) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total Current Assets 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 77,173 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 8,477 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 23,717 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 109,367 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ NON-CURRENT ASSETS: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Deferred transaction costs 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,206 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (1,206 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (D) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Property and Equipment, net 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 674 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 674 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ TOTAL ASSETS 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 77,173 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 10,357 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 22,511 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 110,041 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ LIABILITIES 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ CURRENT LIABILITIES: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Current Maturities of Long Term Loan 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,688 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,688 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Trade Payables 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 46 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,032 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,078 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accrued Expenses and Other Current Liabilities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 102 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,700 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (1,206 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (D) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 596 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Deferred Revenue 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,081 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,081 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Employees and Payroll Accruals 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,321 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,321 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total Current Liabilities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 148 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 8,822 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (1,206 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 7,764 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ LONG-TERM LIABILITIES: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Warrant Liability 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 12,922 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 5,134 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (12,080 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (I) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 5,976 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Deferred underwriters discount 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,668 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (2,668 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (M) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Convertible loan 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 26,684 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (26,684 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (H) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total Long-Term Liabilities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 15,590 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 31,818 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (41,432 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 5,976 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Convertible preferred stock*)) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 58,387 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (58,387 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (F) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Common stock subject to possible redemption*))) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 77,007 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (77,007 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (G) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ SHAREHOLDERS EQUITY (DEFICIT): 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Common stock*)))) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ *) 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ *) 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Additional Paid-In Capital 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,843 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 200,974 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ (J) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 202,842 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accumulated Deficit 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (15,597 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (90,513 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (431 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (K) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (106,541 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total Shareholders Equity (Deficit) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (15,572 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (88,670 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 200,543 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 96,301 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 77,173 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 10,357 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 22,511 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 110,041 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ ____________
+ *) Represents less than $1. 
+
+ *)) Represents the following: 
+
+ Arbe (Historical): Seed Convertible Preferred Shares NIS 0.000216 par value, 6,938,675 Shares Authorized, 5,540,254issued and outstanding as of June 30, 2021; Series A Convertible Preferred Shares of NIS 0.000216 par value, 9,251,566 Shares 
+
+ 
+
+ 
+
+ 70
+
+ Table of Contents
+
+ 
+ Authorized, 7,780,937 issued and outstanding as of June 30, 2021; Series A-1 Convertible Preferred Shares of NIS 0.000216 par value; 6,938,675 Shares Authorized, 5,460,043 issued and outstanding as of June 30, 2021; Series B Convertible Preferred Shares of NIS 0.000216 par value; 12,258,325Shares Authorized, 10,863,143 issued and outstanding as of June 30, 2021; Series B-1 Convertible Preferred Shares of NIS 0.000216 par value; 4,625,783 Shares authorized, 4,144,887 issued and outstanding as of June 30, 2021. Series B-2 Convertible Preferred Shares of NIS 0.000216 par value; 1,619,024 Shares authorized, 765,290 issued and outstanding as of June 30, 2021. 
+
+ Pro Forma Combined: Seed Convertible Preferred Shares NIS 0.000216 par value, 0 Shares Authorized, issued and outstanding as of June 30, 2021; Series A Convertible Preferred Shares of NIS 0.000216 par value, 0 Shares Authorized, issued and outstanding as of June 30, 2021; Series A-1 Convertible Preferred Shares of NIS 0.000216 par value, 0 Shares Authorized, issued and outstanding as of June 30, 2021; Series B Convertible Preferred Shares of NIS 0.000216 par value, 0 Shares Authorized, issued and outstanding as of June 30, 2021; Series B-1 Convertible Preferred Shares of NIS 0.000216 par value, 0 Shares authorized, issued and outstanding as of June 30, 2021. Series B-2 Convertible Preferred Shares of NIS 0.000216 par value, 0 Shares authorized, issued and outstanding as of June 30, 2021. 
+
+ *))) Represents the following: 
+
+ ITAC (Historical): Class A common Stock subject to possible redemption, 7,623,600 shares at redemption value at June 30, 2021. 
+
+ Pro Forma Combined: Class A common Stock subject to possible redemption, 0 shares at redemption value at June 30, 2021. 
+
+ *)))) Represents the following: 
+
+ ITAC (Historical): Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 151,236 shares issued and outstanding (excluding 7,623,600 shares subject to possible redemption) at June 30, 2021; Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 1,905,900 shares issued and outstanding as of June 30, 2021. 
+
+ Arbe (Historical): Ordinary Shares of NIS 0.000216 par value; 1,150,000 Shares authorized as of June 30, 2021; 209,350 Shares issued and outstanding as of June 30, 2021. 
+
+ Pro Forma Combined Ordinary Shares of NIS 0.000216 par value; 130,000,000 shares authorized as of June 30, 2021; 62,110,363 Shares issued and outstanding as of June 30, 2021. Class A common stock, $0.0001 par value; 0 shares authorized; 0 shares issued and outstanding at June 30, 2021; Class B common stock, $0.0001 par value; 0 shares authorized; 0 shares issued and outstanding as of June 30, 2021. 
+
+ 
+
+ 
+
+ 
+
+ 71
+
+ Table of Contents
+
+ 
+ UNAUDITED PRO FORMA CONDENSED INTERIM COMBINED STATEMENT OF OPERATIONS
+FOR THE SIX MONTHS ENDED JUNE 30, 2021
+(in thousands, except share and per share data) 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ For the sox months ended June 30, 2021 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ ITAC 
+(Historical) 
+
+ 
+ 
+ 
+ Arbe 
+(Historical) 
+
+ 
+ 
+ 
+ Pro Forma Adjustments 
+
+ 
+ 
+ 
+ 
+ 
+ Pro Forma Combined 
+
+ 
+ 
+
+ 
+ 
+ Revenues 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,101 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,101 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cost of Revenues 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (678 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (678 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Gross Profit 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 423 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 423 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Operating Expenses: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Research and Development 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,552 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,552 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Sales and Marketing 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 747 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 747 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ General and Administrative 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 388 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,119 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,507 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total Operating Expenses 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 388 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 11,418 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 11,806 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Operating Loss 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 388 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,995 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 11,383 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Financial Expenses (Income), net 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (476 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 17,964 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (375 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (AAA) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 17,113 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net Loss (Income) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (88 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 28,959 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (375 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 28,496 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss per share attributable to common stockholders, basic and diluted 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (0.04 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (3.07 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Weighted average common shares outstanding, basic and diluted 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,057,136 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,417,400 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Pro forma net loss per share attributable 
+to common stockholders, basic and diluted 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (0.46 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Pro forma weighted average common shares outstanding, basic and 
+diluted 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 61,751,794 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+
+ 
+
+ 
+
+ 
+
+ 72
+
+ Table of Contents
+
+ 
+ UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
+FOR THE YEAR ENDED DECEMBER 31, 2020
+(in thousands, except share and per share data) 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ For the year ended December 31, 2020 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ ITAC (Historical) 
+
+ 
+ 
+ 
+ Arbe (Historical) 
+
+ 
+ 
+ 
+ Pro Forma Adjustments 
+
+ 
+ 
+ 
+ 
+ 
+ Pro Forma Combined 
+
+ 
+ 
+
+ 
+ 
+ Revenues 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 332 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 332 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cost of Revenues 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (340 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (340 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Gross Profit (Loss) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (8 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (8 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Operating Expenses: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Research and Development 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 12,794 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 12,794 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Sales and Marketing 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,063 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,063 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ General and Administrative 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 300 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,093 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (300 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (BBB) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,093 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total Operating Expenses 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 300 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 14,950 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (300 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 14,950 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Operating Loss 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (300 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (14,958 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 300 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (14,958 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Financial Expenses, net 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,956 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 667 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ (CCC) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,625 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net Loss 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (2,256 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (15,625 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (298 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (17,583 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Net loss per share attributable to common stockholders, basic and diluted 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (0.74 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (1.70 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Weighted average common shares outstanding, basic and diluted 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 3,047,043 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9.205,169 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Pro forma net loss per share attributable to common stockholders, basic and diluted 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (0.3 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Pro forma weighted average common shares outstanding, basic and diluted 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 57,712,306 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+
+ 
+
+ 
+
+ 73
+
+ Table of Contents
+
+ 
+ NOTES TO UNAUDITED PRO FORMA CONDENSED INTERIM COMBINED FINANCIAL INFORMATION 
+
+ 1. Basis of Presentation 
+
+ The unaudited pro forma condensed interim combined financial information has been prepared to illustrate the effect of the Transaction and has been prepared for informational purposes only. 
+
+ The following unaudited pro forma condensed interim combined balance sheet as of June 30, 2021 and the unaudited pro forma condensed interim combined statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 are based on the historical financial statements of Arbe and ITAC. The transaction accounting adjustments for the transaction consist of those necessary to account for the transaction. 
+
+ The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed interim combined financial information. 
+
+ Arbe and ITAC did not have any historical relationship prior to the Transaction. Accordingly, no pro forma adjustments were required to eliminate activities between the companies. 
+
+ The unaudited pro forma condensed interim combined balance sheet as of June 30, 2021, assumes that the Transactions occurred on June 30, 2021. The unaudited pro forma condensed interim combined statement of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020, presents pro forma effect to the Transactions as if they had been completed on January 1, 2020. 
+
+ The unaudited pro forma condensed combined balance sheet as of June 30, 2021 has been prepared using, and should be read in conjunction with, the following: 
+
+ Arbe s unaudited consolidated balance sheet as of June 30, 2021 and the related notes for the six months ended June 30, 2021 included elsewhere in this prospectus; and 
+
+ ITAC s unaudited consolidated balance sheet as of June 30, 2021 and the related notes for the six months ended June 30, 2021 included elsewhere in this prospectus; and 
+
+ The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 has been prepared using, and should be read in conjunction with, the following: 
+
+ Arbe s unaudited consolidated statements of operation for the six months ended June 30, 2021 and the related notes included elsewhere in this prospectus; and 
+
+ ITAC s unaudited consolidated statements of operation for the six months ended June 30, 2021 and the related notes included elsewhere in this prospectus; and 
+
+ The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 has been prepared using, and should be read in conjunction with, the following: 
+
+ Arbe s audited consolidated statements of operation for the year ended December 31, 2020 and the related notes included elsewhere in this prospectus; and 
+
+ ITAC s audited statement of operations data for the period from June 2, 2020 (inception) through December 31, 2020 and the related notes included elsewhere in this prospectus. 
+
+ Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed interim combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented. 
+
+ 
+
+ 
+
+ 
+
+ 74
+
+ Table of Contents
+
+ 
+ The unaudited pro forma condensed interim combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Transactions. 
+
+ The pro forma adjustments reflecting the consummation of the Transactions are based on certain currently available information and certain assumptions and methodologies that ITAC believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. ITAC believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Transactions based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed interim combined financial information. 
+
+ The unaudited pro forma condensed interim combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Post-Combination Company. They should be read in conjunction with the historical financial statements and notes thereto of ITAC and Arbe. 
+
+ 2 Accounting Policies 
+
+ Management is performing a comprehensive review of the two entities accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the Post-Combination Company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed interim combined financial information. As a result, the unaudited pro forma condensed interim combined financial information does not assume any differences in accounting policies. 
+
+ 3. Adjustments to Unaudited Pro Forma Condensed Interim Combined Financial Information 
+
+ The unaudited pro forma condensed interim combined financial information has been prepared to illustrate the effect of the Transactions and has been prepared for informational purposes only. ITAC and Arbe have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies. 
+
+ The following unaudited pro forma condensed interim combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 Amendments to Financial Disclosures about Acquired and Disposed Businesses. Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction ( Transaction Accounting Adjustments ) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur ( Management s Adjustments ). Arbe has elected not to present Management s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed interim combined financial information. The Transaction Accounting Adjustments consist of those necessary to account for the transaction. 
+
+ The unaudited pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the Post-Combination Company filed consolidated income tax returns during the periods presented. 
+
+ The unaudited pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed interim combined statements of operations are based upon the number of ITAC s shares outstanding, assuming the Transactions occurred on January 1, 2020. 
+
+ 
+
+ 
+
+ 
+
+ 75
+
+ Table of Contents
+
+ 
+ Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet 
+
+ The adjustments included in the unaudited pro forma condensed interim combined balance sheet as of June 30, 2021 are as follows: 
+
+ (A) Represents pro forma adjustments to the cash balance to reflect the following: 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ (in thousands) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Reclassification of Marketable securities held in Trust Account 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 77,007 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ (B) 
+
+ 
+ 
+
+ 
+ 
+ Redemption of ITAC Common Stock 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (58,720 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (C) 
+
+ 
+ 
+
+ 
+ 
+ Arbe s Transaction Costs 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (16,779 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (D) 
+
+ 
+ 
+
+ 
+ 
+ ITAC s Transaction Costs 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (2,668 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (M) 
+
+ 
+ 
+
+ 
+ 
+ Proceeds from PIPE 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 100,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ (E) 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 98,840 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ (A) 
+
+ 
+ 
+
+ 
+ (B) Reflects the reclassification of $77.0 million of marketable securities held in the Trust Account that becomes available following the Business Combination, before the cash paid for the redemption. 
+
+ (C) Represents redemption of 5,813,894 shares of ITAC Common Stock, for an aggregate of $58.7 million, at a redemption price of approximately $10.1 per share 
+
+ (D) Represents transaction costs of approximately $16.8 million incurred by Arbe in consummating the transaction, out of which $1.2 million were recorded as accrued expenses. 
+
+ (E) Reflects the proceeds of $100.0 million from the issuance and sale of 10,000,000 ordinary shares at $10.00 per share in a private placement pursuant to the Subscription Agreements. 
+
+ (F) Reflects the conversion of 746,999 legacy Arbe convertible preferred stock into 34,554,553 Arbe Ordinary Shares after Recapitalization. 
+
+ (G) Reflects the reclassification of $77 million related to ITAC Common Stock subject to possible redemption to permanent equity. 
+
+ (H) Reflects the conversion of a $26.7 million convertible loan into 3,205,020 Arbe Ordinary Shares after Recapitalization. 
+
+ (I) Reflects pro forma adjustments to warrant liability: 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ (in thousands) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Adjustments to revaluation of public warrants 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 431 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ (K) 
+
+ 
+ 
+
+ 
+ 
+ Exercise of warrants to purchase preferred shares 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (3,694 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (L) 
+
+ 
+ 
+
+ 
+ 
+ Reclassification of public warrant to additional paid in capital 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (8,817 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (N) 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (12,080 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ (J) Represents pro forma adjustments to additional paid-in capital to reflect the following: 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Payment of transaction fees for Arbe 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (16,779 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (D) 
+
+ 
+ 
+
+ 
+ 
+ Issuance of Ordinary Shares in PIPE 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 100,000 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ (E) 
+
+ 
+ 
+
+ 
+ 
+ Conversion of Arbe Preferred Shares to Arbe Ordinary Shares 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 58,387 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ (F) 
+
+ 
+ 
+
+ 
+ 
+ Reclassification of ITAC Common Stock subject to redemption 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 77,007 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ (G) 
+
+ 
+ 
+
+ 
+ 
+ Redemption of ITAC Common Stock 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (58,720 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (C) 
+
+ 
+ 
+
+ 
+ 
+ Conversion of convertible loan 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 26,684 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ (H) 
+
+ 
+ 
+
+ 
+ 
+ Reclassification of public warrants 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 8,817 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ (N) 
+
+ 
+ 
+
+ 
+ 
+ Exercise of warrants 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 5,578 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ (L) 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 200,974 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ (J) 
+
+ 
+ 
+
+ 
+ (K) Reflects the cancellation of adjustment to fair value recorded in ITAC on the Public warrant. 
+
+ (L) Reflects the exercise of warrants to purchase preferred shares convertible into Arbe Ordinary Shares. 
+
+ 
+
+ 
+
+ 
+
+ 76
+
+ Table of Contents
+
+ 
+ (M) Represents transaction costs of approximately $2.7 million incurred by ITAC in consummating the transaction. 
+
+ (N) Reflects the reclassification of $8.8 million related to public warrants. 
+
+ Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations 
+
+ (AAA) Represents pro forma adjustments to Financial expenses (income), net: 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ (in thousands) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Represent interest earned on money in trust account has been canceled 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 6 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Adjustment to revaluation of public warrants 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (381 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ (K) 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (375 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ (BBB) Represents the amount of the formation and operating costs recorded in ITAC. 
+
+ (CCC) Represent $2 thousand of interest earned on money in trust account has been canceled. 
+
+ 4. Loss per Share 
+
+ Net loss per share calculated using the historical weighted average shares outstanding retroactively adjusted for the 46.25783-for-one stock split and the changes in par value of the Arbe Ordinary Shares from NIS 0.01 per share to NIS 0.000216 per share effected on October 7, 2021, and the issuance of additional shares in connection with the Transactions, assuming the shares were outstanding since January 1, 2020. As the Transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Transactions have been outstanding for the entire periods presented. Accordingly, the number of ITAC shares outstanding during the periods reflects the redemption of 5,813,894 shares of ITAC common stock as if the redemption occurred on the first date of the periods presented. 
+
+ Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2020. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire periods presented. 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Six months ended 
+June 30, 2021 
+
+ 
+ 
+
+ 
+ 
+ Pro forma net loss (in thousands) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (28,495 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Weighted average shares outstanding basic and diluted 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 61,751,794 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss per share basic and diluted 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (0.46 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Weighted average shares outstanding basic and diluted 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ ITAC Public Stockholders 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,809,706 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Holders of ITAC Sponsor Shares 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,905,900 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Underwriter Shares 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 151,236 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ PIPE Investors 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,000,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Arbe Robotics shareholders(1) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,417,382 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Arbe Converted preferred shares(1) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 38,467,570 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 61,751,794 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ ____________
+ (1) The pro forma basic and diluted shares of legacy Arbe shareholders (i) exclude 4,359,211 Arbe Ordinary Shares of unexercised employee and service providers stock options that will not be exercised prior to the Recapitalization, as these are not deemed a participating security and their effect is antidilutive and (ii) assumes the exercise of 826,992 warrants to purchase preferred shares and the conversion of convertible loan to 2,971,711 preferred shares which are required by their terms to be exercised, converted in connection with the transactions. 
+
+ ____________
+ 
+
+ 
+
+ 
+
+ 77
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Year ended 
+December 31, 2020 
+
+ 
+ 
+
+ 
+ 
+ Pro forma net loss (in thousands) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (17,583 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Weighted average shares outstanding basic and diluted 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 57,712,306 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss per share basic and diluted 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (0.3 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Weighted average shares outstanding basic and diluted 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ ITAC Public Stockholders 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,809,706 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Holders of ITAC Sponsor Shares 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,905,900 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Underwriter Shares 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 151,236 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ PIPE Investors 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,000,000 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Arbe Robotics shareholders(1) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,205,169 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Arbe Converted preferred shares(1) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 34,640.295 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 57,712,306 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ ____________
+ (1) The pro forma basic and diluted shares of legacy Arbe shareholders (i) exclude 4,587,169 Arbe Ordinary Shares of unexercised employee, continuing warrants and service providers stock options that will not be exercised prior to the Recapitalization, as these are not deemed a participating security and their effect is antidilutive and (ii) assumes the exercise of 908,596 warrants to purchase preferred shares and the conversion of convertible loan to 2.220 preferred shares which are required by their terms to be exercised, converted in connection with the transactions. 
+
+ 
+
+ 
+
+ 78
+
+ Table of Contents
+
+ 
+ BUSINESS
+
+ Overview
+
+ Arbe, a provider of 4D imaging radar solutions, is leading a radar revolution, enabling safe driver-assist systems today while paving the way for fully autonomous driving in the future. Arbe is empowering automakers, tier-1 suppliers, which are companies that supply parts or systems directly to OEMs, autonomous ground vehicles, commercial and industrial vehicles, and a wide array of safety applications with next-generation sensing and paradigm-changing perception. Arbe s imaging radar offers an order of magnitude higher resolution than any other competing radar solution in the market and, Arbe believes it is an essential sensor for Level 2+ and higher levels of autonomy.
+
+ 4D is called 4D because it provides a high-resolution long-range radar sensor that not only detects the distance, relative speed, and an angular measurement of objects but also the height of the object above the road. This capacity can help an autonomous vehicle to decide whether a stationary object up ahead is a manhole cover you can drive over or a guardrail you need to avoid. Arbe s 4D imaging radar is the world s first radar to separate, track, and identify objects in any weather or lighting condition in 2K ultra-high resolution in both azimuth and elevation, delivering an image that Arbe believes is 100 time more detailed than any radar on the market. Arbe achieves this capability with its proprietary radio frequency chipset with the highest channel count in the industry, and a groundbreaking radar processor chip, the first dedicated processor designed specifically for the performance and power saving requirements of the automotive industry, and AI-based post-processing.
+
+ The Business Combination Agreement and PIPE Investment
+
+ In anticipation of the Merger, Arbe effected the Recapitalization, with the result that the Arbe shareholders held 48,268,611 ordinary shares. 
+
+ Pursuant to the Business Combination Agreement, at the Effective Time of the Merger, (i) each outstanding share of ITAC Common Stock was converted into the right to receive one newly issued Arbe Ordinary Share, and (ii) each outstanding ITAC Warrant was converted into the right to receive an equal number of Arbe Warrants with the same exercise price per share and for the same exercise period. Except that the rights of Arbe Ordinary Shares are governed by Israeli law rather than Delaware law, the Arbe Warrants are substantially identical to the ITAC Warrants. 
+
+ Contemporaneously with the closing of the Merger, Arbe sold, pursuant to PIPE Subscription Agreements, 10,000,000 ordinary shares for $10 per share, for a total gross proceeds of $100,000,000. In connection with the sale of these shares, Arbe paid investment banking commissions of approximately $2 million. In connection with the business combination, Arbe paid investment banking fees of approximately $8.9 million. 
+
+ In connection with the Merger, in addition to the PIPE Subscription, Arbe and/or ITAC entered into the following agreements:
+
+ In connection with the Merger, certain related agreements have been entered into on or prior to the Closing Date. The descriptions below are intended to be summaries of the terms of the agreements described below, do not purport to be complete and are qualified in their entirety by reference to the terms of the agreements, which are filed as exhibits to the registration statement of which this proxy statement/prospectus is a part. The related agreements include:
+
+ PIPE Subscription Agreements, among ITAC, Arbe and the PIPE Investors pursuant to which the PIPE Investors agreed to purchase a total of 10,000,000 shares of ITAC Class A Common Stock at $10.00 per share, with Arbe having the right (immediately following the consummation of the Recapitalization) to issue and sell the same number of Arbe Ordinary Shares at the same price per share, in which event ITAC would no longer have an obligation to sell ITAC Class A Common Stock to the PIPE Investors. The information in this prospectus assumes that Arbe issued 10,000,000 shares to the PIPE investors and received gross proceeds from the sale of these shares of $100 million.
+
+ Letter Agreement, which the Sponsor and the insiders entered into on September 8, 2020 in connection with ITAC s IPO, pursuant to which, among other provisions, (i) the Sponsor and the Insiders agreed to vote any shares of capital stock owned by such Insider in favor of the any proposed business combination and not redeem any shares of ITAC Common Stock owned by such Insider in connection with such stockholder 
+
+ 
+
+ 79
+
+ Table of Contents
+
+ 
+ approval, (ii) each of the Sponsor and the Insiders agrees that it, he or she will not transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until the earlier of (a) one year after the completion of ITAC s initial Business Combination or (b) subsequent to the Business Combination, (x) if the last sale price of the ITAC Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after ITAC s initial business combination or (y) the date on which ITAC completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of ITAC s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, and (c) each Insider agrees that it, he or she will not transfer any Founder Shares, ITAC Private Warrants or shares of Common Stock issued or issuable upon the conversion of the Founder Shares or exercise of the ITAC Private Warrants, until 30 days after the completion of a business combination.
+
+ Voting Agreements, which Arbe and ITAC entered into contemporaneously with the execution of the Business Combination Agreement with certain significant shareholders of Arbe pursuant to which such Arbe shareholders agreed to approve the Transaction, and each Arbe shareholder party thereto voted all of such shareholder s shares of Arbe in favor of the Business Combination Agreement and the Transaction and to otherwise take certain other actions in support of the Business Combination Agreement and the Transaction and the other matters submitted to the Arbe shareholders for their approval in the manner and subject to the conditions set forth in the Voting Agreements, and provide a proxy to Arbe to vote such Arbe shares accordingly. The Voting Agreements prevented transfers of the Arbe shares held by the Arbe shareholders party thereto between the date of the Voting Agreement and the date of Closing, except for certain permitted transfers where the recipient also agrees to comply with the Voting Agreement. 
+
+ Lock-up Agreements, which certain significant and/or insider Arbe shareholders, who hold a total of 36,330,760 Arbe Ordinary Shares, each entered into with Arbe contemporaneously with the Business Combination Agreement, pursuant to which each such Arbe shareholder party thereto agreed not to, during the period commencing from the Closing and ending one year from the Closing (subject to early release if the closing price of the Arbe Ordinary Shares equals or exceeds $12.00 per share for any 20 out of 30 trading days commencing 150 days after the Closing and also subject to early release if Arbe consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all Arbe shareholders having the right to exchange their equity interest in Arbe for cash, securities or other property): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the restricted securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement). 
+
+ Founder Lock-Up Agreement, which the Sponsor and Arbe entered into contemporaneously with the Business Combination Agreement pursuant to which the Sponsor agreed to certain enhanced price-based lock-up restrictions (the Enhanced Lock-up Restrictions ) with respect to the Arbe Ordinary Shares that it received in exchange its 1,905,900 Class B ordinary shares of ITAC that it held, which were the Founder Shares. Specifically, 952,950 ordinary shares became fully vested upon completion of the Merger and will not be subject to any enhanced lock-up restrictions (but will continue to be subject to the restrictions set forth in the Letter Agreement). The remaining 952,950 ordinary shares owned by the Sponsor are subject to the following post-Closing lock-up restrictions for a period of up to three years following the Closing Date: (i) 50% of the Price Based Lock-Up Shares will vest and no longer be subject to the Enhanced Lock-Up Restrictions if, at any time during such three-year period, the volume weighted average price (as defined below) of the Arbe Ordinary Shares for 20 consecutive trading days on the primary exchange on which such securities are then listed or quoted (the 20-Day VWAP ) equals or exceeds $12.50 per 
+
+ 
+
+ 80
+
+ Table of Contents
+
+ 
+ share (subject to equitable adjustment); and (ii) the remaining Price Based Lock-Up Shares will vest and no longer be subject to the Enhanced Lock-Up Restrictions if, at any time during the Enhanced Lock-Up Period, the 20-Day VWAP of the Arbe Ordinary Shares equals or exceeds $15.00 per share (subject to equitable adjustment). In the event that all Price Based Lock-Up Shares have not become vested during the three years following the Closing in accordance with the provisions described above, all such remaining Price Based Lock-Up Shares will be deemed vested and released from the Enhanced Lock-Up Restrictions on the first day following the end of the three-year period. The Price Based Lock-Up Shares are also subject to early release if during the Enhanced Lock-Up Period, Arbe is subject to a going private transaction, the Arbe Ordinary Shares cease to be listed on a national securities exchange or with respect to certain mergers, equity sales or asset sales by Arbe after the Closing that result in a change of control of control of Arbe.
+
+ Amendment to Registration Rights Agreement, which Arbe and the Sponsor entered into contemporaneously with the Business Combination Agreement, pursuant to which Arbe assumed ITAC s obligations to register the Sponsor s Arbe Ordinary Shares issued with respect to the Founder Shares held by the Sponsor pursuant to the registration rights agreement dated September 8, 2020 between the Sponsor and ITAC.
+
+ The descriptions of the Business Combination Agreement and the other agreements described above are intended to be summaries of the terms of the agreements described, do not purport to be complete and are qualified in their entirety by reference to the terms of the agreements, which are filed as exhibits to the registration statement of which this prospectus is a part. 
+
+ Arbe s Status as a Foreign Private Issuer under the Exchange Act 
+
+ Arbe is a foreign private issuer under SEC rules. Consequently, for so long as Arbe continues to meet such qualification, Arbe will be subject to the reporting requirements under the Exchange Act applicable to foreign private issuers. Arbe will be required to file its annual report on Form 20-F for the year ending December 31, 2021 with the SEC by April 30, 2022. In addition, Arbe will furnish reports on Form 6-K to the SEC regarding certain information that is distributed or required to be distributed by Arbe to its shareholders. 
+
+ Based on such foreign private issuer status, under existing rules and regulations, Arbe will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as a U.S. company whose securities are registered under the Exchange Act. Arbe will also not be required to comply with Regulation FD, which addresses certain restrictions on the selective disclosure of material information. In addition, among other matters, Arbe officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Arbe Ordinary Shares.
+
+ Despite its initial exemption due to its foreign private issuer status, Arbe nevertheless currently expects to issue interim quarterly financial information publicly and to furnish it to the SEC on Form 6-K. 
+
+ Arbe s Status as an Emerging Growth Company
+
+ Arbe is an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, Arbe will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, ITAC is a non-accelerated filer and, following the Merger, Arbe will also be a non-accelerated filer. A non-accelerated filer is a company that has either a public float of less the $75 million or a public float from $75 million to less than $700 million and annual revenues of less than $100 million. As long as Arbe remains a non-accelerated filer, it will be exempt from the auditor attestation requirement. If some investors find Arbe s securities less attractive as a result, there may be a less active trading market for Arbe s securities and the prices of Arbe s securities may be more volatile.
+
+ 
+
+ 81
+
+ Table of Contents
+
+ 
+ Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Arbe has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Arbe, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Arbe s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
+
+ Arbe will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of Arbe s initial public offering, (b) in which Arbe s has total annual gross revenue of at least $1.07 billion, or (c) in which Arbe is deemed to be a large accelerated filer, which means the market value of Arbe s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which Arbe has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References to emerging growth company in this proxy statement/prospectus have the meaning associated with that term in the JOBS Act.
+
+ Effect of COVID-19
+
+ In the first quarter of 2020, the world was hit by the global spread of COVID-19. This dramatic event resulted in macroeconomic consequences. Many countries, including Israel, took significant steps to stem the spread of the virus. These measures included: quarantines, social distancing, restrictions on the movement of citizens, minimizing (and preventing) gatherings and events, restricting transportation of passengers and goods, closing international borders.
+
+ The spread of COVID-19 and the actions taken by governments have had a significant impact on the automotive industry, which experienced a dramatic decline in volumes of vehicle production and sales. Some automotive factories were shut down during this period, and new projects planned for the near future were put on hold or cancelled. As a result, some ADAS providers announced following the spread of the pandemic that production would be suspended due to low demand and bottlenecks in the supply chain, alongside their commitment to safeguard the health of employees.
+
+ As of the date of this prospectus, many automakers around the world have not yet resumed full operations since the pandemic began. The automotive factories in China are an exception to this pattern, as they were early to return to normal and are currently operating at an accelerated rate.
+
+ The extent of the impact of the pandemic on Arbe s operational and financial performance will depend on various future developments, including the duration and spread of the COVID-19 outbreak and impact on Arbe s customers, suppliers, contract manufacturers and employees, all of which is uncertain at this time. Arbe believes that the long-term horizon of its business plans can mitigate the impact of the pandemic, but Arbe has taken various measures (such as furloughing employees and adjusting wages) to minimize expenses during this period of reduced activity.
+
+ As a result of the pandemic and the steps taken by the Government of Israel to address the pandemic, Arbe reduced its expenses by salary reductions, a hiring freeze and the postponement of the production of its chipsets. The pandemic delayed projects with Tier 1 suppliers and OEMs by an estimated six months. By the end of the third quarter and the beginning of the fourth quarter of 2020, Arbe saw that the automotive industry was starting to become normal, and, based on its indications from the Tier 1 suppliers and OEMs with which Arbe had been working before the pandemic, it ramped up its operations, started hiring and started working toward its full production plan.
+
+ Our Organization
+
+ We are an Israeli corporation founded on November 4, 2015. The mailing address for our principal executive office is 10 HaHashmonaim St 107, Tel Aviv-Yafo, Israel. Its telephone number is +972-73-7969804, ext. 200. Arbe s website is https://arberobotics.com/. Information contained on, or that can be accessed through, Arbe s website or any other website is expressly not incorporated by reference into and is not a part of this prospectus.
+
+ 
+
+ 82
+
+ Table of Contents
+
+ 
+ Arbe s Radar Systems
+
+ Arbe s unique solution addresses the core issues that have caused the recent autonomous vehicle and autopilot accidents such as detecting stationary objects, identifying vulnerable road users, and eliminating false alarms without radar ambiguities. Addressing all driving scenarios and environment corner cases makes Arbe s solution a critical sensor for vehicles which operate at a Level 2 and higher degree autonomy. Vehicles that are Level 2 are vehicles which includes integrated automation systems, where the driver is still required to control and monitor the environment at all times. The higher the level, the more autonomous the vehicle, with a Level 5 vehicle being fully autonomous with no driver input.
+
+ Arbe is a research and development company in the field of chips for advanced radar systems, which are mainly intended to be used as Advanced Driver Assistance Systems ( ADAS ) adapted for the next generation of autonomous vehicles as well as for non-automotive uses.
+
+ The target market for Arbe s chipsets developed by Arbe for vehicle radar systems, is automotive module manufacturers, who are tier 1 suppliers, and automotive manufacturers (OEMs) worldwide. Additionally, alongside these potential customers, there is a large target market for non-vehicle radar technology.
+
+ Arbe s chipset solution includes three types of chips: transmitter (Tx), receiver (Rx) and processor, which together are referred to as the Arbe Radar Chipset or the Chipset. Arbe believes the Arbe Radar Chipset Solution is the first of its kind, capable of high resolution sensing in four dimensions and producing tens of thousands of detections per frame with a point cloud density that is unparalleled to any other radar solution on the market. The Chipset distinguishes itself through its improved ability to support multi-channel processing up to 2,304 virtual channels (through a combination of up to two transmitters (24 channels each) and up to four receivers (12 channels each)). By comparison, other current-generation radar systems presently run on 12 channels, while in-development systems announced by our competitors are expected to run on 192 channels.
+
+ Based on its advanced technology, an Arbe Radar Chipset Solution is capable of sensing the vehicle environment, at long ranges and with a wide field of vision, at a rate of 30 frames per second, allowing it to produce a reliable ultra-high definition image, under all weather and lighting conditions, with great precision, while minimizing the likelihood of a false alarm. Information about the environment is detected by radar sensors installed on the vehicle. This data is translated in the Chipset, by means of advanced proprietary algorithms, into a 30-frames-per-second 4D image range, radial velocity, azimuth and elevation at ultra-high resolution, which can translate into a control response in the vehicle, such as braking, acceleration, maneuvering using the steering wheel, or skirting an obstacle.
+
+ As of the date of this prospectus, Arbe is working with Tier 1 manufacturers to integrate its Chipset into radar systems being developed by the Tier 1 manufacturers, with the aim of offering OEMs advanced radar systems that include Arbe s Chipset. As part of its cooperation with Tier 1 manufacturers, demo systems are being tested through a series of trials and field tests that include day and night travel, in variable weather and lighting conditions. The trials, thus far, have revealed superior and promising performance: the Chipset Solution has very accurately identified the objects in the environment, mapping each object separately and distinguishing between vehicles, vulnerable road users (pedestrians, animals, cyclists, motorcyclists) and objects and obstacles along the way. Based on the sensing of the environment created in the Chipset at any given moment, in an emergency the system can alert the vehicle central computer unit, allowing the driver assistance system to take control of the car, and activate safety applications such as emergency braking and lane control assist, or to activate autonomous control functions to avoid the danger. The sensor communicates with the central computer unit in the automobile. The driver assistance system should take over when required, for example do an emergency breaking.
+
+ Arbe is currently focusing, and is primarily devoting its resources, to the use of its radar chip solution in the automotive industry. However, the technology is also integrated into other fields, and Arbe is collaborating with other companies to generate business in non-automotive markets, such as autonomous ground vehicles and delivery robots, heavy machinery and intelligent traffic systems.
+
+ The Arbe Radar Chipset Solution is designed to integrate into the radar systems of next-generation ADAS in autonomous vehicles of all levels of autonomous driving, thanks in part to its ability to accurately scan an increased range of the environment (upwards of 300 meters) in a wide field of view, while optimizing costs and power-consumption, without its functionality being impaired by interference from other radar systems in the environment. The system maintains 
+
+ 
+
+ 83
+
+ Table of Contents
+
+ 
+ efficacy under conditions of low signal-to-noise ratio ( SNR ) and in multi-object scenarios (conditions under which alternative technologies struggle to provide effective solutions) both in respect of false positives (error category I) and false negatives (error category II).
+
+ Arbe believes that its Chipset solves some of the challenges facing current-generation radar systems, by providing a systems that enables:
+
+ increased resolution and improved capacity to differentiate between adjacent objects;
+
+ enhanced recognition of stationary objects;
+
+ developed capacity to produce a high-resolution image;
+
+ compliance with the standards required for installation in Level 2 and higher autonomous vehicles;
+
+ reduction of false alarms;
+
+ developed capacity to process the huge volumes of data generated when scanning an environment in four dimensions in real-time;
+
+ mitigating mutual interference between radars that operate in the environment simultaneously; and
+
+ reduced energy consumption.
+
+ The technology on which the Chipset is based, allows for localization and tracking, using SLAM (Simultaneous Localization and Mapping) and real-time decision-making. The Arbe Radar Chipset heralds a breakthrough in radar technology that will enable Tier 1 manufacturers and OEMs to replace the current radars with an advanced solution that meets the safety requirements of Euro-NCAP and NHTSA for autonomous vehicles at all levels of autonomous driving.
+
+ The following chart shows the number of radar sensors, cameras and LiDAR units in vehicles with different levels of autonomy. As the level of autonomy increases, the number of radar sensors and cameras increases. LiDAR units are not expected to be included in any vehicle with an autonomy level less than 3. The number of radar sensors is a function of the autonomy level of the vehicle.
+
+ 
+
+ Recognizing the different levels of innovation and autonomy and the need to standardize the approaches across the spectrum of possibilities for the sake of safety, the Society of Automotive Engineers (SAE) has developed and defined six levels of automation for autonomous vehicles: Level 0 through Level 5. These levels have been adopted by the U.S. Department of Transportation. These levels are:
+
+ Level 0 No Automation: A vehicle that is fully controlled by a driver.
+
+ Level 1 Driver Assistance: A vehicle controlled by the driver, featuring minimal autonomous control components, designed to assist the driver. For example: a button that when pressed, keeps the vehicle at a constant speed, parking assistance or staying inside a lane.
+
+ Level 2 Partial Automation: A vehicle that includes integrated automation systems, where the driver is still required to control and monitor the environment at all times. For example: A system capable of detecting lanes and driving independently (cruise control) but alerts the driver to emergencies (driver involvement is required 
+
+ 
+
+ 84
+
+ Table of Contents
+
+ 
+ to operate the steering wheel and brakes). The industry refers to a level that was not originally recognized by the SAE, Level 2+, which adds in surround perception and AI to improve the safety and convenience of human-driven vehicles. While the driver is still responsible for the car, the platform can perform automated maneuvers for a more seamless driving experience such as making highway entrances and exits, lane changes and merges.
+
+ Level 3 Conditional Automation: Requires the presence of a driver behind the wheel, but the driver is not required to monitor the environment. The driver must be prepared to seize control of the vehicle at any given time upon receipt of an alert. For example: The driver can press the control button and be relieved of the need to monitor the route (and can attend to other matters during this time), but the driver s presence and alertness are still essential. At this level, the vehicle can be used as an autonomous vehicle only when road and weather conditions allow it.
+
+ Level 4 High Automation: The vehicle is capable of performing all driving functions under certain conditions. The driver has the option of taking over control of the vehicle.
+
+ Level 5 Full Automation: The vehicle is capable of performing all driving functions under all conditions.
+
+ Pictured below is Arbe s Radar Development Platform ( A Sample in automotive terminology), and below the picture is an infographic of the specifications.
+
+ 
+
+ 
+
+ The dimensions of radar systems based on the Arbe Radar Chipset, and the projected affordable price point are expected to facilitate its integration into mass production.
+
+ 
+
+ 85
+
+ Table of Contents
+
+ 
+ Arbe estimates that it will be able to offer the Arbe Radar Chipset Solution is commercial quantities in 2022; however, such schedule is based on Arbe completing the chipset development and productization. However, Arbe can give no assurance that it will be able to sell the Chipset Solution in commercial quantities or that it will be able to have manufacturing facilities available to manufacture the Chipsets in such quantities.
+
+ Market Outlook
+
+ The automotive industry is increasingly harnessing sophisticated technologies in its push to develop and enhance safety and introduce autonomous driving vehicles. The leading technologies are based primarily on cameras, LiDar units and radar units, combined with data processing based on complex algorithms. The various technologies differ from each other in their features.
+
+ Significant investment and rapid growth in this industry are being driven by the need to assure human safety and the potential recapture of drivers time. Given the stakes involved in commercializing autonomous driving vehicles, the technologies and products needed for autonomous driving require long development and validation cycles and must ensure safety prior to commercial deployment.
+
+ The primary market for the chip-based imaging radar systems developed by Arbe is the global automotive market. This market has enjoyed stable growth in recent years. In 2020, the automotive market experienced significant slowdown following the spread of the coronavirus pandemic (COVID-19) and the steps taken by governments worldwide to address the pandemic, however according to market forecasts, it is expected to resume growth during the second half of 2021.
+
+ In the last decade, the world s leading car manufacturers have begun to incorporate advanced automation systems in vehicles, aiming to assist the driver and even control certain driving functions. The vision for the future is that within several years, the technology would enable production of autonomous vehicles that support driverless vehicles, including development of unmanned shuttle services (robotic taxis) that would complement traditional public transport services. The vision of a fully autonomous vehicle (driverless) is seen as a potential solution for reducing the number of traffic accidents (due to the elimination of the human element from the equation), and as an incentive to create innovative autonomous vehicle-sharing services that will lead to the public foregoing the purchase of private vehicles, to reduce the problem of traffic congestion, and to potentially significantly reduce fuel consumption and air pollution.
+
+ According to a forecast by YOLE Development (June 2020), which is reported in https://www.electronicproducts. com/automotive-radar-and-lidar-sensors-one-masterpiece-and-another-in-the-making/#, a decrease (to the point of a complete halt) in the sales of vehicles without automation (Level 0) is expected in the coming decade, and in subsequent decades, a decrease in sales vehicles of Level 1 and Level 2 automation is also expected. A growth trend is expected in the sales volumes of Level 2+, Level 2++, Level 3, Level 4 and Level 5 vehicles, along with growth in the sales volumes of robotic vehicles.
+
+ 
+
+ * Source: Yole, The Radar Industry is Entering its Commercial Era, June 2020.
+
+ 
+
+ 86
+
+ Table of Contents
+
+ 
+ Driver assistance systems include advanced automation functions (based on camera and radar) designed to reduce the risk of traffic accidents, alert the driver to obstacles on the road, and even take control of the vehicle under certain conditions. The ADAS category includes the following systems, among others:
+
+ (a) Distance maintenance system designed to warn of a collision with a vehicle ahead or behind, by alerting the driver of imminent danger and flagging the need to take preventive action. This type of system may be an effective tool to compensate for the driver s lack of concentration or distraction while driving.
+
+ (b) Lane departure control system designed to alert the driver when veering off a lane without signaling.
+
+ (c) Autonomous braking system designed to operate the brake system autonomously, or increase their power when identifying risk of harm to road users (pedestrians, cyclists, vehicles, etc.).
+
+ In recent years, automakers have been installing ADAS such as those mentioned above as standard features in many vehicle models, and these systems have also been installed electively by vehicle owners. In many cases, automakers choose to integrate ADAS based on several technologies simultaneously (radar and cameras), and it is likely that this trend of integrating technologies into vehicles will continue in the coming years.
+
+ Alongside development and production of current-generation ADAS, there has been accelerated development of advanced technology of next-generation systems, designed to support autonomous driving, in preparation for manufacture of Level 3 and Level 4 autonomous vehicles, and indeed for the future development of fully self-driving Level 5 autonomous vehicles.
+
+ ADAS based on radar technology holds a central position in the ADAS category. This type of technology is installed in Adaptive Cruise Control (ACC) systems, Blind Spot Detection (BSD) systems, Forward Collision Warning (FCW) systems, Intelligent Park Assis systems, among others.
+
+ According to the IDTechEx Research forecast (May 2020), total radar-system sales for L2 or higher autonomous vehicles is expected to grow from 55 million units in 2019 to 223 million units in 2030 and 400 million units in 2040. More specifically, by 2025, sales of L1 and L2 vehicle radar systems is expected to grow, whereas in the following years, L3, L4, and L5 radar systems are expected to grow and gradually take over most of the market.
+
+ Growth Strategies
+
+ Arbe s growth strategies include the following:
+
+ Expand Tier 1 and OEM relationships. Arbe intends to continue and expand its cooperation with Tier 1 manufacturers and OEMs conducting trials and field tests for the purpose of incorporating its Chipsets in radar systems that are developed by the Tier 1 companies. The direct relationship with the OEMs is to enhance the understanding for the need for an imaging radar also within the OEMs and conducting trials and field tests and developing algorithms that utilize the benefits of such radar.
+
+ Capitalize on Trend Towards Autonomous Vehicles: An increased demand, as projected, for autonomous vehicles and the transition to mass production of L2 and higher autonomous vehicles, requiring advanced systems for automatically integrating vehicles in traffic and preventing traffic accidents, are expected to increase the demand for products in Arbe s field of activity.
+
+ Capitalize on Regulatory Changes. Arbe believes that its existing infrastructure positions it well to capitalize on regulatory changes pertaining to required installation of traffic accident prevention systems in general, and radar systems in particular, which is expected to increase the demand for the technology and products that Arbe is developing.
+
+ Capitalize on Economic Incentives. A requirement on the part of insurance companies to install radar systems as a condition for issuing insurance policies is expected to increase the demand for Arbe s products. Other private parties may also impose requirements for radar systems, which would similarly heighten demand for Arbe s products.
+
+ Expand Product Applications. Arbe s activities are presently mainly focused on chipsets for vehicle radars systems. However, the technology developed by Arbe (originally intended to facilitate drone monitoring and control) may also be used for other non-automotive target markets (to be understood in this context 
+
+ 
+
+ 87
+
+ Table of Contents
+
+ 
+ as all markets that are not mass-produced cars) which Arbe is approaching, such as autonomous ground vehicles, robots; agricultural tools; automation for industry and factories; smart traffic systems; train junctions; heavy transportation and heavy machinery. In the future, Arbe intends to consider developing new products based on its technology such as; consumer electronics and Internet of Things (IoT); biotech and medical fields.
+
+ Sales and Marketing
+
+ In light of the proven ability of technological systems to reduce the risk of traffic accidents, authorities, organizations and governments around the world have established regulations that require the installation of ADAS in certain vehicles. For instance, in 2018, the U.S. National Highway Traffic Safety Administration (NHTSA) required the installation of a rear-view system in private vehicles, and in 2015 the Israeli government approved incentives for vehicle owners to install life-saving safety systems (including a lane departure warning, frontal distance monitoring and pedestrian identification). According to a market study published in August 2019 by Allied Market Research, the global ADAS market was estimated at $39 billion in 2018 and is expected to grow to around $190 billion by 2026, at an annual growth rate of around 21%1. Another market study, published by Markets and Markets, estimates the global ADAS market in 2020 at $27 billion, projecting it to grow to around $83 billion by 2030, at a compound annual growth rate of approximately 12%2. Despite discrepancies in the estimated scope of the market (due to varying research methodologies), it appears that there is unanimity among the research bodies that the ADAS market is expected to grow in the coming years, due in part to mandatory safety regulations, increased demand for Advanced Driver Assistance Systems, and continued development of (partially or fully) autonomous vehicles.
+
+ The European New Car Assessment Program, otherwise referred to as NCAP, rates vehicles by safety features. The rating system has been successful at influencing consumers to make vehicle purchases based on how high the NCAP rating is, making safety a priority for consumers. The mission of NCAP is Vision Zero to eventually have zero accidents or fatalities on the road, with this vision, automotive technology companies and automakers are looking for technologies that will enable them to develop more safety features that can predict and prevent car accidents before they happen. Vision Zero will require that all vehicles shift from passively protecting individuals to actively protecting them both in the vehicle as well as outside the car.
+
+ Arbe s marketing strategy is primarily targeted at Tier 1 manufacturers, with the aim of fostering cooperation with the Tier 1 manufacturers to integrate Arbe Radar Chipsets into the radar systems that Tier 1 manufacturers will sell to OEMs. Arbe s sales and marketing team continues to focus on expanding its relationships with OEMs and Tier-1 suppliers and seeks to leverage its existing relationships to expand its market to other industries. Arbe is considered a Tier-2 Automotive supplier because it sells its product to Tier-1 companies that then integrate its product into the overall system supplied to the OEMs. Arbe s business model of being a Tier-2 supplier that subcontracts its manufacturing, together with its market leadership, results in an advantageous cost structure that requires minimal sales and marketing expenses with respect to OEMs. Arbe is taking marketing steps intended to position it as a leading company in research and development of chip technology for next-generation imaging radar systems in autonomous vehicles. Marketing is directed by the vice president of marketing who works from Arbe s headquarters in Israel, and by the chief business officer who works in the United States, and the vice president of sales.
+
+ The marketing strategies employed include participation in industry conferences, public relations publications, issuing newsletters and proactive inquiries to potential customers. Arbe leverages a variety of channels to reach prospects which include organic and paid social media activity, joint events, webinars and media and analyst relations.
+
+ As part of its marketing program, Arbe s radar solution is available on the open NVIDIA DRIVE platform. NVIDIA DRIVE is a scalable, software-defined, end-to-end AI platform for the transportation industry and companies around the world, including auto- and truck makers, Tier 1 suppliers, robotaxis, sensor and mapping companies and autonomous vehicle startups are developing on NVIDIA DRIVE.
+
+ During 2020, Arbe had two customers that accounted for 21% and 10%, respectively, of revenues. Arbe generated no revenues during 2019.
+
+ 
+
+ 
+ ____________
+1 https://www.alliedmarketresearch.com/ADAS-market
+
+ 2 https://www.marketsandmarkets.com/Market-Reports/driver-assistance-systems-market-1201.html
+
+ 
+
+ 88
+
+ Table of Contents
+
+ 
+ Material Agreements
+
+ Arbe is party to certain agreements that it believes are important to its business. Some of these agreements are memoranda of understanding, with a definitive agreement to be negotiated in the future. Arbe can give no assurance that these memoranda of understanding will develop into agreement or will generate significant, if any, revenue for Arbe. Further, Arbe s ability to generate revenue from any of these agreements is dependent upon Arbe s ability to develop and deliver products that meet the customer s requirement, as to which no assurance can be given.
+
+ Strategic Cooperation Agreements
+
+ Arbe is a party to strategic cooperation agreements, none of which generated any revenue for the year ended December 31, 2020.
+
+ Chipsets for radar systems for vehicles
+
+ Arbe s business development strategy is based primarily on cooperation with Tier 1 automotive manufacturers to integrate the Arbe Radar Chipset into the radar systems manufactured by the Tier 1 manufacturers, which will ultimately be sold by the Tier 1 manufacturers to the OEMs. Arbe is party to strategic cooperation agreements with Tier 1 automotive manufacturers, as follows:
+
+ On June 25, 2018, Arbe entered into an agreement with Valeo Schalter und Sensoren GmbH ( Valeo ), a Tier 1 manufacturer based in Europe, under an agreement pursuant to which Arbe granted Valeo a license to perform tests for the Arbe Radar Chipset. On August 3, 2018, Arbe entered into a memorandum of understanding (MOU) with Valeo, pursuant to which the parties will cooperate in the development of radar systems and jointly submit proposals for the provision of systems in Request for Quotation (RFQ) or Request for Information (RFI) procedures with potential customers. Arbe and Valeo received a grant from the European Union for a radar demo project using the Arbe Radar Chipset in Ford s truck fleet.
+
+ Valeo was awarded an RFQ from a global OEM for the development of next generation radar systems based on Arbe Radar Chips. According to the RFQ, Valeo is expected to receive payment for non-recurring engineering expenses to be followed by a purchase order to Arbe for its services.
+
+ Weifu
+
+ On January 15, 2019, Arbe entered into an agreement with Weifu High-Technology Group Co., Ltd (hereinafter: Weifu ), a Tier 1 automotive manufacturer in China, pursuant to which Arbe granted Weifu a license to perform tests for the Arbe Radar sample. On January 8, 2020, Arbe entered into an agreement with Weifu pursuant to which Weifu will develop and manufacture vehicle radar systems based on Arbe Radar Chips. The agreement with Weifu included, inter alia, a commitment by Weifu to pay Arbe for non-recurring engineering costs for the receipt of a number of chips for development, system design, documentation, and provision of a sample. On December 18, 2020, Arbe and Weifu expanded the joint project and agreed to increase the scope of the project for an additional fee. The agreement also stipulated the price that Weifu will pay to buy the chips during the mass production phase. Weifu is in the process of developing radar systems based on Arbe Radar Chips, and has begun performing demos to OEMs in China, using a sample provided by Arbe.
+
+ Hirain
+
+ On March 1, 2020, Arbe entered into an MOU with Hirain Technologies, a Tier 1 automotive manufacturer in China, pursuant to which Hirain will develop and manufacture radar systems for vehicles based on Arbe Radar Chips, backed by funding from a bi-national Israel-China research foundation (Beijing). Alongside the MOU, on August 19, 2020, a distribution agreement was signed between the parties, granting Hirain the right to sell Arbe s demo systems to its customers in China. Effective March 1, 2021, Arbe and Hirain entered into an agreement under which Hirain will develop and manufacture automotive radar systems based on Arbe Radar Chipset. The agreement with Hirain included, inter alia, a commitment by Hirain to pay Arbe non-recurring engineering expenses, for the receipt of 10 chipsets for development, support in development, system design and documentation.
+
+ 
+
+ 89
+
+ Table of Contents
+
+ 
+ Ordering samples OEMs, Tier 1 manufacturers
+
+ As of October 2021, Arbe has received orders from OEMs, Tier 1 manufacturers and other companies who seek to take advantage of the market opportunity to purchase from Arbe systems in the development stage A samples, for the purpose of testing capabilities and development. The signed agreements grant the right of use to the recipients of the samples while safeguarding Arbe s intellectual property and limiting Arbe s liability. The volume of revenue for selling samples is not significant. In October 2021, Arbe was advised that it has been chosen by a European OEM to participate in its artificial intelligence based technologies for environment perception (Radar sensors) innovation project, although the revenue from this project is not significant. Being chose to participate in the project does not guarantee that Arbe will receive a production agreement, and, if the parties enter into a production agreement, such an agreement will not be signed in the near future. 
+
+ Chips for non-automotive radar systems
+
+ Qamcom
+
+ On October 16, 2020, Arbe entered into an agreement with Qamcom Research & Technology AB ( Qamcom ), which set out principles of cooperation between the parties for the development of radar systems based on Arbe Radar Chips, for non-automotive target markets, such as delivery robots, agricultural tools, smart traffic lights, train junctions, and other markets.
+
+ On January 11, 2021, Arbe entered into an agreement with Qamcom for a non-recurring engineering expense agreement, under which Qamcom will develop and manufacture imaging radars based on Arbe s chipset to be used in the non-automotive market. The agreement with Qamcom included, inter alia, a commitment by Qamcom to pay Arbe non-recurring engineering expenses, for the receipt of support in development, system design and documentation. In addition, Qamcom will pay Arbe advances on non-recurring engineering from future end customers.
+
+ Auto X
+
+ On April 7, 2021, Arbe entered into a strategic cooperation framework agreement with Shenzhen Guodong Smart Driving Technologies Co. Ltd ( Auto X ) under which AutoX agreed to integrate 400,000 radars based on Arbe s chipset into L4 vehicles, over a period of five years provided that the product and support from Arbe to develop the AutoX radar meet the requirement of AutoX.
+
+ Research and Development
+
+ Arbe was founded as a research and development company, developing microchips for miniature radar systems for companies operating drone fleets, with the aim of providing a technological solution that would enable the drone to detect at high speeds and improved resolution various obstacles, using little electrical power. Once the drone technology was developed, Arbe decided to change the focus of its strategy and research and development to the field of chips for radar systems for autonomous vehicles.
+
+ Arbe s research and development activities are carried out in Israel. Arbe has received Israel Innovation Authority ( IIA ) grant approval for certain approved programs. The total grants that Arbe has been issued by the Innovation Authority as well as from the European Community as of the date of this prospectus, amount to ILS 17.3 million (approximately $4.9 million, based on the exchange rate when the grants were received). The grants will be reimbursed by means of royalties to be paid on all revenues generated by Arbe.
+
+ Arbe s principal operating expenses are research and development expenses, which were approximately $9.6 million and $6.6 million for the six months ended June 30, 2021 and 2020, respectively. Arbe s research and development efforts are focused on enhancing and developing the 4D imaging radar chipset solution and the accompanying software. The increase in research and development expenses reflected the ramp up in Arbe s operations, including hiring and starting work toward its full production plan. The six months expenses for the period ended June 30, 2020 reflect the COVID-19 pandemic and steps taken by company including salary reduction, termination of employment of employees, hiring freeze, termination and renegotiation of agreements with subcontractors and delay in some research and development programs such as the postponement of production its chipsets. The pandemic delayed projects with Tier 1 suppliers and OEMs by an estimated six months. By the end 2020, Arbe saw that the automotive industry was starting to become normal, based on its indications from the Tier 1 suppliers and OEMs with which Arbe had been working before the pandemic. 
+
+ 
+
+ 90
+
+ Table of Contents
+
+ 
+ Intellectual Property
+
+ Arbe s intellectual property is a crucial part of its business. The Arbe Radar Chipset Solution is based on singular technology (patent pending in Israel, the United States, Europe and China) that can produce a detailed and accurate image of the vehicle environment.
+
+ Arbe has filed applications for 14 patents covering a wide range of fields that include signal processing, integrated circuit design, package design, antenna design, post-processing methods and algorithms, and system design. Arbe filed these applications in jurisdictions that Arbe believes are the main automotive markets and development centers around the world, principally the United States, the European Union, the People s Republic of China and Israel. If patents are granted, the patents generally have a term of 20 years from the filing date. Arbe received an issue notification from the United States Patent and Trademark Office that he first patent that was filed by Arbe, a patent for a radar-based system and method for real-time simultaneous localization and mapping, known as SLAM, was approved and the patent will have an issue date of June 15, 2021.
+
+ Unpatented trade secrets are an important aspect of Arbe s business. Arbe relies upon a combination of protections afforded to owners of patents, designs, and trade secrets, along with employee and third-party non-disclosure agreements and other contractual restrictions to establish and protect its intellectual property rights.
+
+ Competition
+
+ The market for competitive automotive sensing solutions that enable autonomous driving is an emerging one with many potential applications in the development stage. As a result, Arbe faces competition from a range of companies (from large corporations to start-ups) seeking to have their products incorporated into these developing applications and it may take a period of time for its primary competitors to emerge.
+
+ The ADAS market is formed of Tier 1 manufacturers which manufacture radar systems, as well as companies that develop and manufacture software and hardware such as chips and sensors for the radar systems, which are called Tier 2 supplier. Arbe is a Tier 2 supplier, which has its products manufactured by a third-party manufacturer. As a Tier 2 supplier, Arbe supplies imaging radar chipset to Tier 1 manufacturers who are building imaging radar systems and to OEMs.
+
+ Arbe believes that the following strengths differentiate it and will enable it to successfully compete and maintain its leadership position in its target markets.
+
+ Technology. Arbe s industry is rich in technology and requires expertise and high technological capabilities for research and development. Arbe believes that its 4D imaging radar technology holds significant advantages over alternative technologies such as vision through cameras or LiDAR laser systems and over current-generation radar technologies that are presently on the market or have been announced for development. Additionally, the small dimensions and lightweight nature renders Arbe s product an optimal solution for concealed installation. Arbe will continue to monitor future technological developments that could be integrated into its products to optimize them and position Arbe as a market leader.
+
+ Cost and Energy Efficient High-Performance Radar Solutions. Tier-1 manufacturers and automakers are extremely sensitive to the cost of any component in the vehicle, and especially to relatively highly-priced individual components such as radar sensors. They demand competitive prices and put significant weight on this parameter when deciding on vendors. Arbe expects that its products will be competitively priced as a result of mass production. Arbe believes that its price will be competitive in the performance category, and offers better performance.
+
+ Global Coverage and Large Ecosystem. Arbe s products are marketed worldwide and amenable to implementation globally.
+
+ Significant Validation from Leading Companies in the industry. Arbe s progress has garnered the attention of major companies in the industry.
+
+ Automotive grade development and production. Vehicle components, particularly parts of the autonomous vehicle driving technology system, are required to have a high functional safety grade. Achieving compliance with functional safety standards, is a time-consuming and labor-intensive process that requires significant cooperation with automotive grade industry participants, such as Tier-1 suppliers and automobile manufacturers. Since 2018, Arbe has worked closely with leading Tier-1 suppliers such 
+
+ 
+
+ 91
+
+ Table of Contents
+
+ 
+ as Valeo, HiRain and Weifu, to develop a radar solution that meets these rigorous requirements. This process has included continuous and extensive product-safety auditing. As a result of its close work with these Tier 1 suppliers, Arbe has developed rigorous safety and quality expertise. Arbe believes that this experience provides it with a competitive advantage in marketing against companies that have not worked with Tier 1 suppliers in the development of their product.
+
+ Relationships with multiple Tier-1 suppliers enable market penetration. OEMs design their future models and vehicles several years in advance and often then freeze the design in order to produce and deliver the vehicles on time. Therefore, designs for mass-production Level 3 and Level 4 consumer car programs expected in 2023-2025 are being decided in 2020-2022. Radar solutions that will be candidates for inclusion in these programs must go through the process of automotive-grade manufacturing and audit by the OEMs and Tier-1 suppliers. Arbe believes that its experience working with Tier 1 suppliers and OEMs places it in a better position to market to the next generation of autonomous vehicles.
+
+ Arbe s chipset has the highest channel count in the industry, which provides the highest resolutions, true 4-dimensional view of the vehicle s environment, including separation in high resolution in elevation, an industry first. In addition, Arbe s dedicated radar processor chip, which was designed specifically for the automotive industry sets it apart from competition, providing not only fast time to market, but more importantly the ability to reduce power consumption, and overall solution cost.
+
+ The following chart compares the performance of radar chipset, to that of Arbe:
+
+ 
+
+ While Texas Instruments, NXP and Infineon offer a low-resolution radar chip of 3Rx * 4Tx, without a dedicated processor for current generation radars, some other companies are targeting the imaging radar space with high resolution radar chipsets.
+
+ Uhnder
+
+ Uhnder, a Texas-based radar company backed by Magna, develops digital radar-on-a-chip. It has designed a single-chip radar with 12Rx * 16Tx (vs. Arbe s 48Rx * 48Tx). The company expects to reach production in 2022. Their radar is based on phase modulated continuous wave (PMCW) modulation, not the standard frequency modulated continuous wave (FMCW), which Arbe believes complicates system design, increases cost, and damages the solution s dynamic range. PMCW is now generally accepted in automotive, hence most of the recent activity by Uhnder suggests it focuses on non-automotive markets.
+
+ Echodyne
+
+ Echodyne powers high-performance metamaterials electronically scanned array radars, a concept that we believe does not fit the requirements of automotive industry, scanning by design create a tradeoff between Doppler resolution, azimuth resolution and update rate, which we believe is unacceptable in automotive, which requires all three in parallel. Due to the higher price of the metamaterial technology, Echodyne does not target the automotive industry, but defence force vehicles, security systems, and unmanned aerial and ground vehicles. 
+
+ 
+
+ 92
+
+ Table of Contents
+
+ 
+ Mobileye
+
+ Mobileye announced that it is developing a radar with the same channel count of Arbe 2304 virtual channels. The system is planned to complete production in 2025, placing Mobileye 3 years behind Arbe. We believe that Mobileye plans to play the role of the Tier 1, and compete with Arbe s customers, who are the leading automotive radar tier 1s, with years of experience in this space.
+
+ Arbe s technology offers advanced radar performance at an affordable price. The illustration below provides a comparison of the leading radar systems channel count and prices.
+
+ 
+
+ Current Generation Radars
+
+ Traditional radar systems have 5-degree (or worse) resolution. Due to their low azimuth resolution and lack of elevation resolution, traditional radars, that were originally designed for controlling emergency braking and adaptive cruise control, are limited to detecting moving vehicles and discard all detections of the stationary environment. Traditional radars have a high level of false alarms that trigger reports of phantom objects and false positives. For this reason, the detection threshold, is raised which results in decreased radar sensitivity and may lead to accidents. Arbe has revolutionized radar by addressing these core issues that have caused recent driverless vehicle and autopilot accidents by detecting stationary objects, identifying vulnerable road users, and eliminating false alarms without radar ambiguities.
+
+ Oculii for short range radar
+
+ Oculii, established in 2013, offers a software solution which is implemented on top of traditional 3Rx * 4Tx radar chips, with the aim to improve the elevation and azimuth resolution and to expand the field of view. This approach will also lead to a denser point cloud (hundreds of thousands of points per second) which in turn would allow more advanced signal processing. However, the software solution is not applicable to autonomy level beyond level 2, due to low performance and reliability.
+
+ 
+
+ 93
+
+ Table of Contents
+
+ 
+ Continental ARS 540
+
+ The Continental system is based on 4 Texas Instrument 3Rx * 4Tx chip, cascaded to achieve a 12*16 array, as well as the Xilinx FPGA (field-programmable gate array) board, and not a radar processor on a chip like the Arbe solution. FPGA is not designed for large scale automotive solutions, and therefor has many drawbacks it is expensive, the continental system costs around $220, it requires high power consumption, has heat dissipation issues, and supports lower frames per second.
+
+ Manufacturing
+
+ Arbe has not yet embarked on mass production of its products and has focused on development of the first line of product using a unique process that runs in Global Foundries, a major semiconductor supplier for the automotive and other industries. Arbe depends on Global Foundries for the development of its products. Arbe does not presently have a manufacturing or supply agreement with Global Foundries or any other semiconductor manufacturer or supplier. Arbe presently makes its purchases pursuant to purchase orders placed when the components are required. Arbe intends to negotiate a supply agreement with Global Foundries if and when its volume would justify such a contract, but can give no assurance that it will be able to enter into such an agreement on acceptable terms or that, if it does enter into an agreement, the supplier will provide Arbe with the semiconductors that it requires in a timely manner.
+
+ Arbe believes that outsourcing will provide Arbe a more secure path in production for quality control and reliability for automotive requirements, although it will be dependent on the contract manufacturer to meet Arbe s quality and delivery requirements.
+
+ Regulations
+
+ The automotive industry is subject to high standards of safety and quality. The integration of Advanced Driver Assistance Systems may stem from binding regulatory directives or from initiative on part of the car manufacturers (driven, inter alia, by the wish to obtain a higher safety rating or to accommodate demand from vehicle consumers). Arbe s products will need to meet quality and safety control standards, regional and international ISO standards and dedicated standards pertaining to ADAS.
+
+ Autonomous vehicles are subject to emerging regulatory frameworks at the federal and state levels that are in a rapid state of change. In general, at both the federal and state level, the U.S. has provided a positive and relatively permissive legal environment to allow the safe testing and development of autonomous functionality. We do not anticipate any near-term federal standards that would impede the foreseeable deployments of our radar technology. Some states, however, particularly California and New York, still enforce certain operational or registration requirements for certain autonomous functions. We believe such hurdles will be removed as state regulators gain better experience with the technology. U.S. federal regulations, however, remain largely permissive of deployments of higher levels of safe and responsible autonomous functionality.
+
+ In 2015, the NHTSA announced a plan to update the criteria for 5-star safety ratings, to encourage automakers to use technology to prevent traffic accidents. In 2016, the NHTSA added automated braking systems to the list of technologies required to achieve a 5-star safety ratings. The technologies currently recommended by the NHTSA include: forward collision warning, lane departure warning, rear view video system, and automatic emergency breaking.
+
+ Foreign markets such as the China and the EU also continue to develop their respective standards to define deployment requirements for higher levels of autonomy. In China, for example, the government has undertaken numerous efforts to promote autonomous vehicles development, including its February 2020 release of the Strategies for Innovation and Development of Autonomous Vehicles by China s National Development and Reform Commission and ten other agencies. This initiative sets forth an ambitious plan to create a systematic framework for technical innovation, industrial ecology, infrastructure, regulations and standards, product regulation and network security in the autonomous vehicles market by 2025, and from 2035 to 2050, to fully establish an ecosystem for autonomous vehicles. Much of the emerging regulatory and legislative activity around autonomous vehicles in the EU has been focused on data privacy and security, given the volume and types of data 
+
+ 
+
+ 94
+
+ Table of Contents
+
+ 
+ collected, stored and transmitted by autonomous vehicles. A key part of Europe s emerging autonomous vehicles strategy is the creation of a common European mobility data space, to be further developed in the EU s Smart and Sustainable Transport Strategy. Given the intense work in these areas, we expect a workable path forward in the near-term in these markets.
+
+ Like all companies operating in similar industries, we are subject to environmental regulation, including water use; air emissions; use of recycled materials; energy sources; the storage, handling, treatment, transportation and disposal of hazardous materials; and the remediation of environmental contamination. Compliance with these rules may include the need to obtain permits and licenses and to allow inspections of our facilities and products.
+
+ Overall, the autonomous vehicles regulatory landscape is still evolving rapidly. We may become subject to additional regulatory schemes and requirements as the development of federal, state and foreign legal frameworks around autonomous vehicles continue to develop and change.
+
+ In recent years, governments, authorities and organizations around the world have sought to tackle the problem of traffic accidents, through among other methods regulation and legislation that encourage, and even require, installation of ADAS in vehicles. Such trends are gaining momentum and are being promoted by the U.S. National Road Safety Authority (NHTSA) and Euro-NCAP, among others, who institute standards for safety ratings for new vehicles, and provide the highest rating (5 stars) where advanced technology for the prevention of traffic accidents is installed. A similar trend applies to the Chinese car safety assessment program CNCAP which incorporates Active Safety criteria into its 5-star rating. In Israel, for instance, in 2015, the government approved the Ministry of Transport s plan to provide a financial incentive for private vehicle owners to install lifesaving safety systems, and to establish that buses and trucks would be required to install a system for identifying pedestrians as a condition for renewing the vehicle s license.
+
+ 
+
+ Source: Yole D veloppement, Autosens 2018.
+
+ It should be noted that in addition to the regulatory trends, awareness among automakers and vehicle owners of the importance and benefits of installing ADAS (even in the absence of binding regulation) has increased, and it is likely that in the future, the vast majority of new vehicles will be equipped with such systems. This trend is expected to accelerate due to various factors, including improvements that have enabled price reduction.
+
+ Regulation or standardization may stipulate that automakers or vehicle-owners install ADAS in general, and radar systems in particular, which could facilitate Arbe s penetration into potential target markets.
+
+ Similarly, internal regulation adopted by OEMs voluntarily, or regulation by insurance companies requiring ADAS as a prerequisite for an insurance policy may also benefit Arbe s operations and business outcomes.
+
+ As an Israeli company, Arbe is subject to laws and regulations applicable to all companies, including export controls, privacy, cybersecurity, anti-corruption, labor relations and workplace laws and regulations.
+
+ 
+
+ 95
+
+ Table of Contents
+
+ 
+ Employees
+
+ As of October 28, 2021, Arbe had 105 employees and service providers, of which 87 are engaged in research and development and related functions. Arbe anticipates significant employee growth as it approaches commercialization. None of Arbe s employees are represented by a labor union, and Arbe considers its employee relations to be good. To date, Arbe has not experienced any work stoppages. 
+
+ Facilities
+
+ Arbe does not own any real estate. Arbe rents offices from third parties, extending over an area of approximately 900 square meters located in HaHashmonaim Street in Tel Aviv. Arbe pays monthly rent of around ILS 66,000 (approximately $20,000). The offices serve both for Arbe s R&D activities and Arbe s corporate headquarters.
+
+ Legal Proceedings
+
+ Arbe is not currently a party to any legal proceedings.
+
+ 
+
+ 96
+
+ Table of Contents
+
+ 
+ MANAGEMENT
+
+ Directors and Executive Officers
+
+ The following table provides information about our directors and executive officers. 
+
+ 
+
+ 
+ 
+
+ Name 
+
+ 
+ 
+ 
+ Age 
+
+ 
+ 
+ 
+ Position(s) to be Held in Arbe Following the Merger 
+
+ 
+ 
+
+ 
+ 
+ Kobi Marenko 
+
+ 
+ 
+ 
+ 49 
+
+ 
+ 
+ 
+ Chief Executive Officer and Director (co-founder) 
+
+ 
+ 
+
+ 
+ 
+ Noam Arkind, PhD 
+
+ 
+ 
+ 
+ 35 
+
+ 
+ 
+ 
+ Chief Technology Officer and Director (co-founder) 
+
+ 
+ 
+
+ 
+ 
+ Oz Fixman 
+
+ 
+ 
+ 
+ 34 
+
+ 
+ 
+ 
+ Chief Operating Officer (co-founder) 
+
+ 
+ 
+
+ 
+ 
+ Danny Klein 
+
+ 
+ 
+ 
+ 54 
+
+ 
+ 
+ 
+ Chief Financial Officer 
+
+ 
+ 
+
+ 
+ 
+ Ram Machness 
+
+ 
+ 
+ 
+ 49 
+
+ 
+ 
+ 
+ Chief Business Officer 
+
+ 
+ 
+
+ 
+ 
+ Yoram Stettiner, PhD 
+
+ 
+ 
+ 
+ 63 
+
+ 
+ 
+ 
+ Chief Scientist Officer 
+
+ 
+ 
+
+ 
+ 
+ Shlomit Hacohen 
+
+ 
+ 
+ 
+ 49 
+
+ 
+ 
+ 
+ Chief Marketing Officer 
+
+ 
+ 
+
+ 
+ 
+ Asaf Even Chen 
+
+ 
+ 
+ 
+ 39 
+
+ 
+ 
+ 
+ VP R&D Systems 
+
+ 
+ 
+
+ 
+ 
+ Avi Bauer 
+
+ 
+ 
+ 
+ 56 
+
+ 
+ 
+ 
+ VP IC 
+
+ 
+ 
+
+ 
+ 
+ Roman Levi 
+
+ 
+ 
+ 
+ 38 
+
+ 
+ 
+ 
+ VP Sales 
+
+ 
+ 
+
+ 
+ 
+ Shay Naeh 
+
+ 
+ 
+ 
+ 52 
+
+ 
+ 
+ 
+ VP Operations 
+
+ 
+ 
+
+ 
+ 
+ Michal Doron 
+
+ 
+ 
+ 
+ 46 
+
+ 
+ 
+ 
+ VP HR 
+
+ 
+ 
+
+ 
+ 
+ Yair Shamir 
+
+ 
+ 
+ 
+ 76 
+
+ 
+ 
+ 
+ Director 
+
+ 
+ 
+
+ 
+ 
+ Ehud Levy 
+
+ 
+ 
+ 
+ 56 
+
+ 
+ 
+ 
+ Director 
+
+ 
+ 
+
+ 
+ 
+ Mor Assia 
+
+ 
+ 
+ 
+ 39 
+
+ 
+ 
+ 
+ Director 
+
+ 
+ 
+
+ 
+ 
+ Boaz Schwartz, PhD 
+
+ 
+ 
+ 
+ 59 
+
+ 
+ 
+ 
+ Director 
+
+ 
+ 
+
+ 
+ 
+ E. Scott Crist 
+
+ 
+ 
+ 
+ 56 
+
+ 
+ 
+ 
+ Director 
+
+ 
+ 
+
+ 
+ Kobi Marenko, Chief Executive Officer, Co-Founder and Director
+
+ Jacob Marinka, who is known as Kobi Marenko, is an entrepreneur with over 20 years of experience in leading technology and media startups from seed stage to acquisition. Mr. Marenko was the founder and President of Taptica, a mobile DSP listed on the London Stock Exchange and acquired by Marimedia, and founder and CEO of Logia, a mobile content platform acquired by Mandalay Digital. Leading tech and media startups from seed to acquisition for over 20 years. Mr. Marenko holds a BA in Philosophy from the Tel Aviv University. Mr. Marenko was appointed as a director on November 4, 2015.
+
+ Noam Arkind, Chief Technology Officer, Co-Founder and Director
+
+ Dr. Arkind has more than over 10 years of experience in R&D and holds a Ph.D. in Applied Mathematics from the Robotics Lab at Weizmann Institute of Science. Prior to Arbe, Mr. Arkind led the algorithm development at Taptica and the Space IL control system. Mr. Arkind holds a B.Sc. in Applied Mathematics from Bar Ilan University, a M.Sc. and PhD in Mathematics and Computer science from the Weizmann Institute of Science. Mr. Arkind was appointed as a director on November 4, 2015.
+
+ Oz Fixman, Chief Operating Officer and Co-Founder
+
+ Mr. Fixman is in charge of operations at Arbe. Previously to Arbe, Mr. Fixman served as Lead Data Scientist and Product Manager of algorithm at Taptica and holds extensive knowledge in big data and machine learning platforms. Mr. Fixman holds a B.Sc. Biomedical Engineering from Tel Aviv University. Mr. Fixman joined Arbe on November 4, 2015.
+
+ Danny Klein, Chief Financial Officer
+
+ Mr. Klein is a seasoned financial executive with over 25 years of experience in the high-tech industry. Mr. Klein s experience is both from startups as Taptica and Biodata as well as large and public corporations as Amdocs and the Formula group (Forsoft Ltd.). Prior to joining Arbe, Mr. Klein was at BDO IL, providing financial services to dozens of companies and acting as an outsourced CFO of several startups. Mr. Klein has a BA in Accounting, Statistics and operations research from the Tel Aviv University, and is a CPA (IL). Mr. Klein joined Arbe on October 1, 2017.
+
+ 
+
+ 97
+
+ Table of Contents
+
+ 
+ Ram Machness, Chief Business Officer
+
+ Mr. Machness has over 25 years of experience in embedded systems and the semiconductor industry. Prior to joining Arbe, Mr. Machness managed the business development, customer engagement and product marketing at TI and before that Mr. Machness served in various position in companies such DSP Group, and Microsoft. His professional experience also includes roles in system engineering and R&D management. Mr. Machness holds a B.A in Computer Science from The Open University and an MBA Tel Aviv University. Mr. Machness joined Arbe on April 30, 2018.
+
+ Yoram Stettiner, Chief Scientist Officer
+
+ Dr. Stettiner is a Signal Processing PhD with 35 years of R&D experience. Mr. Stettiner specializes in RTLS Radio Location and Tracking Systems, Array Processing, Sensor Fusion, Speech Signal Processing and VoIP. Dr. Stettiner has held various leadership positions at eight startups from foundation or early stage, with five of them having gone public or acquired. Dr. Stettiner holds a B.Sc. Electrical Engineering, a M.Sc. and PhD in Speech Signal Processing all from the Tel Aviv University. Dr. Stettiner joined Arbe on November 1, 2016
+
+ Shlomit Hacohen, Chief Marketing Officer
+
+ Ms. Hacohen is a seasoned marketer with over 20 years of experience in developing marketing strategies, launching products, and building brand awareness. Prior to joining Arbe, Ms. Hacohen was CMO and executive marketer in organizations such as DEEP, Collabrium, Viaccess Orca, Comverse, and Check Point. Ms. Hacohen holds a BA in Management and Sociology from Tel Aviv University and an MBA from the Technion. Ms. Hacohen joined Arbe on November 27, 2017.
+
+ Asaf Even-Chen, VP R&D Systems
+
+ Mr. Even-Chen has 20 years of experience in the semiconductor industry. Mr. Even-Chen has an extensive background in various engineering fields including system architecture, SOC and PHY architecture, VLSI, analog and RF. Prior to Arbe, Mr. Even Chen led the wireless connectivity system team at Texas Instruments, responsible for TI wireless MCU system and silicon device aspects. Mr. Even-Chen holds a BSc in electrical engineering from Bar Ilan University. Mr. Even-Chen joined Arbe on March 2, 2019
+
+ Avi Bauer, VP IC
+
+ Mr. Bauer has more than 25 years of experience in the semiconductor field with a focus on RFIC research and development. Prior to joining Arbe, Mr. Bauer worked in DSP Group where he headed an RF team of 20 engineers from product concept, through IC development, product qualification and customer support. His professional portfolio includes being among the founders of Butterfly (acquired by Texas Instruments) and international companies in semiconductor and automotive such as TI and Sensata Technologies. Mr. Bauer holds a BSc in Electrical Engineering and an MBA from the Tel Aviv University. Mr. Bauer joined Arbe on May 1, 2017.
+
+ Roman Levi, VP Sales
+
+ Mr. Levi leads Arbe s activities in Asia Pacific, has vast experience in business development, investment banking with leading startups in the Chinese market. Prior to joining Arbe, Mr. Levi established the China Israel Team, and was Partner at the Wise Consulting Group. Mr. Levi holds a BA in Political studies from Bar Ilan University and a MAs in Political Science and Government as well as in International Relations and Affairs both from the Tel Aviv University. Mr. Levi joined Arbe on January 3, 2018.
+
+ Shay Naeh, VP Operations
+
+ Mr. Naeh has over 23 years of experience in semiconductors design, program management, quality, and operations with automotive tier 1s and OEMs. Prior to joining Arbe, Mr. Naeh worked with Texas Instruments and Valens. Mr. Naeh holds a B.Sc. in Electrical Engineering and an MBA both from the Tel Aviv University. Mr. Naeh joined Arbe on December 6, 2020.
+
+ 
+
+ 98
+
+ Table of Contents
+
+ 
+ Michal Doron, VP HR
+
+ Ms. Doron has over 20 years of human resources experience in large scale corporates such as Applied Materials and Avaya, as well as Growth Startups like Telmap. Prior to Arbe she held a senior HR business partner position and talent acquisition manager at Applied Materials. Ms. Doron also has expertise in compensation and benefits, talent management and diversity and inclusion. Ms. Doron is certified in Prevention of Sexual Harassment and holds a BA in Behavioral Science from Ben Gurion University. Ms. Doron joined Arbe in June 2021.
+
+ Yair Shamir, Director
+
+ Mr. Shamir is the founding and managing partner of Catalyst Investments. Mr. Shamir was appointed as a director in the company on December 9, 2019, and he will serve as chairman of the board. Mr. Shamir was elected as a member of the 19th Knesset (Israeli Parliament) and served as Minister of Agriculture and Rural Development for the Government of Israel from 2013 until 2015. Mr. Shamir serves as chairman of the Shalem Collage, a research and educational institute in Jerusalem and chairman of the General Meeting of Ohalo College. Mr. Shamir has formerly served as chairman of the National Road Safety Authority and of four government companies: Metropolitan Mass Transit System (NTA), Israel Aerospace Industries (IAI), EL-AL Israel Airways and the National Roads Company. Mr. Shamir has served as a member of numerous company boards within Catalyst s investment portfolio. From 2003 to-2007, Mr. Shamir was the Chairman of Shamir Optical Industry Ltd (NASDAQ: SHMR). From 1997-2006, Mr. Shamir served as the CEO and Chairman of VCON Telecommunications Ltd. From 2005-2013, he served as a board member of DSP Group Corporation (NASDAQ: DSPG). Mr. Shamir was the CEO of Elite Food Industries, Ltd between the years of 1994 and 1995. From 1995 to 1997, Mr. Shamir served as Executive Vice President of the Challenge Fund L.P. Prior to this he was Executive VP of Scitex Corporation and General Manager of Scitex Israel from 1988 until 1993. Mr. Shamir was the Chairman of Gvahim from 2006 to 2013. He was also a Board Member of Mikveh Israel from 2010 until 2013. Mr. Shamir was also a member of the Board of Governors of the Technion University and sat on the executive committee of the Beer Sheva University from 1990 until 2013. Mr. Shamir served in the Israeli Air Force as a pilot and commander from 1963-1988. During his term in the Air Force, Mr. Shamir attained the rank of colonel and served as head of the electronics department, the highest professional electronics position within the Israeli Air Force. Mr. Shamir holds a B.Sc. in Electronics Engineering from the Technion, Israel Institute of Technology. 
+
+ Ehud Levy, Director
+
+ Mr. Levy was appointed as a director on March 29, 2016. Mr. Levy is the Managing General Partner of Canaan Partners Israel, a Venture Partner with Lenovo Capital heading its investment opportunities in Israel, and an active private investor in tech companies operating as a partner with Kaedan Capital. Prior to these activities, Mr. Levy was a Managing Partner at Vertex VC for seven years. Among other successful investments, Mr. Levy identified Waze as a bright star from the start, leading the first investment round in the company and serving on its board of directors until its acquisition by Google for over $1 Billion. Previously, Mr. Levy co-founded and served as Chairman and CEO of Ki-Bi Mobile Technologies and led the business from concept to commercial success, an IPO in London and eventual acquisition. Earlier, Mr. Levy served as COO and CFO of Telegate, a telecommunications company, where he was responsible for a restructuring plan leading to the successful acquisition of the company. Prior to Telegate, Mr. Levy was an investment banker in New York and Tel Aviv. Mr. Levy holds a BSc in Computer Engineering (with honors) from the Technion in Israel, and an MBA from Columbia Business School, New York.
+
+ Mor Assia, Director
+
+ Ms. Assia, was appointed as a director at the closing of the Merger. Ms. Assia is founding partner and Co-CEO of iAngels, and General Partner in the iNgenuity Fund. An Israeli high-tech insider, a graduate of the IDF s elite intelligence unit 8200, Ms. Assia leads iAngels investment committee, deal screening, due diligence and portfolio management activities. Ms. Assia s tech background with SAP, IBM and Amdocs has proven invaluable in assessing new technologies and her ability to deep dive with entrepreneurs into their business strategy and solution has created a strong foundation for relationship building. Ms. Assia has been instrumental in structuring and pricing investment rounds and consistently brings value add partnerships to help portfolio companies. Ms. Assia is a recognized investment expert in the areas of Fintech, AI and Automotive. She holds a Bachelor s degree in Mathematics and Computer Science from the Technion, Israel s Institute of Technology, and an MBA from Columbia University in NY. Ms. Assia mentors on several accelerator programs and serves as a board member for iAngels portfolio companies. Ms. Assia is currently an observer in the Board of Directors of Arbe. 
+
+ 
+
+ 99
+
+ Table of Contents
+
+ 
+ Boaz Schwartz PhD, Director
+
+ Dr. Schwartz was appointed as a director at the closing of the Merger. Dr. Schwartz is a seasoned finance professional and a tech investor. Dr. Schwartz has founded and managed Deutsche Bank Israel for 24 years and until December 2020. Following his retirement from Deutsche Bank, Dr. Schwartz became an active tech investor in both early and late-stage companies. He has a wide portfolio of investments in Fintech, Autotech and other technology related ventures. Dr. Schwartz is an active investor and works closely with his investee companies helping on both strategy and finance related matters. Dr. Schwartz has developed Deutsche Bank Israel to become one of the leading global investment banks operating in Israel with very strong corporate finance advisory franchise, the leading project finance bank in Israel, the top foreign bank on TASE, and a leading trader in the Israeli fixed income and forex. Dr. Schwartz is a board member of IDC Herzliya the only private university in Israel; iArgento Ltd a traded venture capital fund; Covercy Ltd a real estate investment management SaaS platform; and the vice-Chairman of Zabar Solar Ltd. a leading green energy developer and operator. Dr. Schwartz is also a long time member of the Israeli chapter of the YPO. Dr. Schwartz earned a PhD in Finance from the University of Chicago; MBA with Distinction from the Wharton School at the University of Pennsylvania; MSc and BSc in Electrical Engineering from the University of Tel Aviv. 
+
+ E. Scott Crist, Director
+
+ Mr. Crist was appointed as a director at the closing of the Merger. Mr. Crist is managing partner for Texas Ventures as well as CEO of Osperity, a leader in AI-driven computer vision for the industrial sector. He also was chairman and CEO of ITAC until the closing of the Merger and he is ITAC s designee as director. Mr. Crist has an extensive background as an entrepreneur and venture capitalist and was the former CEO of Infrastructure Networks and founder/CEO of Telscape International (NASDAQ), a telecommunications company focused on certain emerging markets around the world. Prior to that, he served as President and CEO for Matrix Telecom, which Inc. Magazine once ranked 7th on its list of the 500 fastest growing private companies in the US. Previously, Scott worked for Trammell Crow Group, IBM and Booz-Allen Hamilton. He has a Master of Business Administration from the Kellogg School at Northwestern University and a Bachelor of Science in Electrical Engineering from NC State University. He is also an Entrepreneur of the Year recipient from NASDAQ/Ernst & Young. In addition, Scott is chairman of the VA-Gov Housing fund, the nation s largest lender for the Veteran Administration s Homeless Shelter Program. 
+
+ Classes of Directors 
+
+ Our Amended Articles provide that our board is classified into three classes, with each class serving for a term of three years. The Class I directors, who serve until the first annual general meeting to be held in 2022, are Ehud Levy and Noam Arkind. The Class II directors, who serve until the annual general meeting in 2023, are Mor Assia and Dr. Boaz Schwartz. The Class III directors, who serve until the annual general meeting in 2024, are Yair Shamir, Kobi Marinka and Scott Crist. At each annual general meeting, commencing with the annual general meeting to be held in 2022, each of the successors elected to replace the directors of a Class whose term shall have expired at such annual general meeting shall be elected to hold office until the third annual general meeting next succeeding his/her election and until his/her respective successor shall have been elected and qualified. Notwithstanding anything to the contrary, each director shall serve until his/her successor is elected and qualified or until such earlier time as such director s office is vacated. 
+
+ Director Independence
+
+ As an Israeli company, Arbe is subject to various corporate governance requirements under the Israeli Companies Law. However, pursuant to regulations promulgated under the Israeli Companies Law, companies with shares traded on certain U.S. stock exchanges, including Nasdaq, may, subject to certain conditions, opt out from the Israeli Companies Law requirements to appoint external directors and related Israeli Companies Law rules concerning the composition of the audit committee, compensation committee and nominating committee of the board of directors (other than the gender diversification rule under the Israeli Companies Law, which requires the appointment of a director from the other gender if at the time a director is appointed all members of the board of directors are of the same gender). In accordance with these regulations, Arbe has elected to opt out of those requirements of the Israeli Companies Law. These exemptions will continue to be available to Arbe so long as: (i) it does not have a controlling shareholder as defined under the Israeli Companies Law, (ii) its shares are traded on certain U.S. stock exchanges, including Nasdaq, 
+
+ 
+
+ 100
+
+ Table of Contents
+
+ 
+ and (iii) it complies with the director independence requirements and the audit committee, compensation committee and nominating committee composition requirements under U.S. laws (including applicable Nasdaq rules) applicable to U.S. domestic issuers.
+
+ The term controlling shareholder as used in the Israeli Companies Law for purposes related to external directors and for the requirements related to appointment to the audit committee, compensation committee or nominating committee, as described below, means a shareholder with the ability to direct the activities of the company, other than by virtue of being an office holder. A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right to appoint the majority of the directors of the company or its general manager. With respect to certain matters (including various related party transactions), a controlling shareholder is deemed to include a shareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, but excludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.
+
+ Accordingly, Arbe intends to comply with Nasdaq rule 5605(b)(1), which requires that the board of directors be comprised of a majority of independent directors, although as long as Arbe is a foreign private issuer, Arbe may elect to follow Israeli law in lieu of certain Nasdaq requirements, including the independent director requirement. A majority of the Arbe board of directors will be composed of directors who are independent as defined by the rules of Nasdaq and Arbe will seek to have all of the non-executive directors qualify as independent under these standards. The board of directors is expected to establish categorical standards to assist it in making its determination of director independence. We use the definition of independence of Nasdaq to make this determination. Arbe is not yet listed on Nasdaq, and although we use its definition of independence, its rules are inapplicable to Arbe until such time as we become listed on Nasdaq. Nasdaq Listing Rule 5605(a)(2) provides that an independent director is a person other than an officer or employee of Arbe or any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq rules provide that a director cannot be considered independent if:
+
+ the director is, or at any time during the past three years was, an employee of Arbe;
+
+ the director or a family member of the director accepted any compensation from Arbe in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
+
+ a family member of the director is, or at any time during the past three years was, an executive officer of Arbe;
+
+ the director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which Arbe made, or from which Arbe received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
+
+ the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of Arbe served on the compensation committee of such other entity; or
+
+ the director or a family member of the director is a current partner of Arbe s outside auditor, or at any time during the past three years was a partner or employee of Arbe s outside auditor, and who worked on Arbe s audit.
+
+ Under the following three Nasdaq director independence rules a director is not considered independent: (a) Nasdaq Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of Arbe, (b) Nasdaq Rule 5605(a)(2)(B), a director is not consider independent if he or she accepted any compensation from Arbe in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, and (c) Nasdaq Rule 5605(a)(2)(D), a director is not considered to be independent if he or she is a partner in, or a controlling shareholder or an executive officer of, any organization to which Arbe made, or from which Arbe received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient s consolidated gross revenues for that year, or $200,000. Under such definitions, Arbe will have five independent directors.
+
+ 
+
+ 101
+
+ Table of Contents
+
+ 
+ The board of directors will assess on a regular basis, and at least annually, the independence of directors and will make a determination as to which members are independent. References to Arbe above include any subsidiary in a consolidated group with Arbe. The terms immediate family member and executive officer above are expected to have the same meanings specified for such terms in the Nasdaq listing standards.
+
+ However, as a foreign private issuer, Arbe is permitted to comply with Israeli corporate governance practices instead of the Nasdaq corporate governance rules, provided that it discloses which requirements it is not following and the equivalent Israeli requirement. Arbe intends to rely on this home country practice exemption solely with respect to the quorum requirement for shareholder meetings. As permitted under the Israeli Companies Law, pursuant to the Arbe s Restated Articles, the quorum required for an ordinary meeting of shareholders will consist of at least two shareholders present in person, by proxy or by other voting instrument in accordance with the Israeli Companies Law, who hold at least 25% of the voting power of its shares (and in an adjourned meeting, with some exceptions, any number of shareholders). Although Arbe intends to comply with the rules generally applicable to U.S. domestic companies listed on Nasdaq, it may in the future decide to use the foreign private issuer exemption with respect to some or all of the other corporate governance rules. To the extent that Arbe elects to take advantage of the exceptions permitted to foreign private issuers, it must disclose those exceptions and describe the relevant Israeli law provisions. 
+
+ Chairperson of the Board
+
+ The Arbe Restated Articles provide that the board of directors shall, from time to time, elect one of its members to be the chairperson of the board of directors, remove such chairperson from office and appoint in his/her place. Under the Israeli Companies Law, the chief executive officer (or any relative of the chief executive officer) may not serve as the chairperson of the board of directors, and the chairperson (or any relative of the chairperson) may not be vested with authorities of the chief executive officer without shareholder approval, for periods of up to three years each, consisting of a majority vote of the shares present and voting at a shareholders meeting, provided that either: 
+
+ at least a majority of the shares of non-controlling shareholders or shareholders that do not have a personal interest in the approval voted at the meeting are voted in favor (disregarding abstentions); or
+
+ the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such appointment voting against such appointment does not exceed 2% of the aggregate voting rights in the company.
+
+ In addition, a person subordinated, directly or indirectly, to the chief executive officer may not serve as the chairperson of the board of directors; the chairperson of the board may not be vested with authorities that are granted to those subordinated to the chief executive officer; and the chairperson of the board may not serve in any other position in the company or a controlled company, but he may serve as a director or chairman of a subsidiary.
+
+ External Directors
+
+ Under the Israeli Companies Law, companies incorporated under the laws of the State of Israel that are public companies, including companies with shares listed on Nasdaq, are required to appoint at least two external directors who must meet heightened independence requirements. Pursuant to regulations promulgated under the Israeli Companies Law, companies with shares traded on certain U.S. stock exchanges, including Nasdaq, may, subject to certain conditions, opt out from the Israeli Companies Law requirements to appoint external directors and related Israeli Companies Law rules concerning the composition of the audit committee, compensation committee and nominating committee of the board of directors. In accordance with these regulations, Arbe has elected to opt out from these Israeli Companies Law requirements, and has not appointed an external director. Instead, Arbe must comply with the director independence requirements, the audit committee, the compensation committee and the nominating committee composition requirements under U.S. laws (including applicable Nasdaq rules) applicable to U.S. domestic issuers. 
+
+ Committees of the Board of Directors
+
+ The board of directors will have the following standing committees: an Audit Committee, a Compensation Committee and a Nominating & Governance Committee.
+
+ 
+
+ 102
+
+ Table of Contents
+
+ 
+ Audit Committee
+
+ The Audit Committee will be responsible, among its other duties and responsibilities, for overseeing Arbe s accounting and financial reporting processes, audits of financial statements, qualifications and independence of the independent registered public accounting firm, the effectiveness of internal control over financial reporting and the performance of the internal audit function and independent registered public accounting firm. The Audit Committee will review and assess the qualitative aspects of Arbe s financial reporting, processes to manage business and financial risks, and compliance with significant applicable legal, ethical and regulatory requirements. The Audit Committee will be directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm. In addition, the Audit Committee will be responsible for the following additional matters pursuant to the Israeli Companies Law:
+
+ recommending to the board of directors the retention and termination of the internal auditor, and the internal auditor s engagement fees and terms, in accordance with the Israeli Companies Law as well as approving the yearly or periodic work plan proposed by the internal auditor;
+
+ reviewing with the general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that could have a material impact on the financial statements;
+
+ identifying irregularities in the company s business administration, including by consulting with the internal auditor or with the independent auditor, and suggesting corrective measures to the board of directors;
+
+ reviewing policies and procedures with respect to transactions (other than transactions related to the compensation or terms of services) between the company and officers and directors, or affiliates of officers or directors, or transactions that are not in the ordinary course of Arbe s business and deciding whether to approve such acts and transactions if so required under the Israeli Companies Law; and
+
+ establishing procedures for the handling of employees complaints as to the management of our business and the protection to be provided to such employees.
+
+ Following the closing of the Business Combination, the charter of the Audit Committee will be available without charge the website of Arbe.
+
+ The members of the Audit Committee are expected to be Yair Shamir, Ehud Levy and Boaz Schwartz. The board of directors is expected to designate Boaz Schwartz as an audit committee financial expert and to determine that each member is financially literate under the Nasdaq rules. The board of directors is also expected to determine that each member of the Audit Committee is independent as defined under the Nasdaq rules and Exchange Act rules and regulations.
+
+ Compensation Committee
+
+ The Compensation Committee will be responsible, among its other duties and responsibilities, for reviewing and approving all forms of compensation to be provided to, and employment agreements with, the executive officers and directors of Arbe, establishing the general compensation policies of Arbe and its subsidiaries and reviewing, approving and overseeing the administration of the employee benefits plans of Arbe. The Compensation Committee will also be responsible for:
+
+ recommending to the board of directors with respect to the approval of the compensation policy for office holders (a term used under the Israeli Companies Law, which essentially means directors and executive officers) and, once every three years, regarding any extensions to a compensation policy that has been in effect for a period of more than three years;
+
+ reviewing the implementation of the compensation policy and periodically recommending to the board of directors with respect to any amendments or updates of the compensation plan;
+
+ resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders; and
+
+ exempting, under certain circumstances, from the requirement of approval by the general meeting of shareholders, transactions with the chief executive officer of Arbe.
+
+ 
+
+ 103
+
+ Table of Contents
+
+ 
+ The charter of the Compensation Committee will be available without charge at the website of Arbe.
+
+ The members of the Compensation Committee are expected to be Mor Assia and, Boaz Schwartz with the third member to be determined. The board of directors is expected to determine that each member of the Compensation Committee is independent as defined under the Nasdaq listing standards. The Compensation Committee has the authority to retain compensation consultants, outside counsel and other advisers.
+
+ Compensation Policy under the Israeli Companies Law
+
+ In general, under the Israeli Companies Law, a public company must have a compensation policy approved by the board of directors after receiving and considering the recommendations of the compensation committee. In addition, a compensation policy must be approved at least once every three years, first, by the board of directors, upon recommendation of its compensation committee, and second, by a simple majority of the ordinary shares present, in person or by proxy, and voting at a shareholders meeting, provided that either:
+
+ such majority includes at least a majority of the shares held by shareholders who are not controlling shareholders and do not have a personal interest in such compensation policy and who are present and voting (excluding abstentions); or
+
+ the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in the compensation policy and who vote against the policy, does not exceed 2% of the company s aggregate voting rights.
+
+ In the event that the shareholders fail to approve the compensation policy in a duly convened meeting, the board of directors may nevertheless override that decision, provided that the compensation committee and then the board of directors decide, on the basis of detailed reasons and after further review of the compensation policy, that approval of the compensation policy is for the benefit of the company despite the failure of the shareholders to approve the policy.
+
+ If a company that adopts a compensation policy in advance of its initial public offering (or in this case, prior to the closing of the Business Compensation) describes the policy in its prospectus for such offering, then that compensation policy will be deemed validly adopted in accordance with the Israeli Companies Law and will remain in effect for term of five years from the date such company becomes a public company.
+
+ The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of office holders, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensation policy must relate to certain factors, including advancement of the company s objectives, business plan and long-term strategy, and creation of appropriate incentives for office holders. It must also consider, among other things, the company s risk management, size, and the nature of its operations. The compensation policy must furthermore consider the following additional factors:
+
+ the education, skills, experience, expertise and accomplishments of the relevant office holder;
+
+ the office holder s position, responsibilities and prior compensation agreements with him or her;
+
+ the ratio between the cost of the terms of employment of an office holder and the cost of the employment of other employees of the company, including employees employed through contractors who provide services to the company, in particular the ratio between such cost, the average and median salary of the employees of the company, as well as the impact of such disparities on the work relationships in the company;
+
+ if the terms of employment include variable components the possibility of reducing variable components at the discretion of the board of directors and the possibility of setting a limit on the value of non-cash variable equity-based components; and
+
+ if the terms of employment include severance compensation the term of employment or office of the office holder, the terms of his or her compensation during such period, the company s performance during the such period, his or her individual contribution to the achievement of the company goals and the maximization of its profits and the circumstances under which he or she is leaving the company.
+
+ 
+
+ 104
+
+ Table of Contents
+
+ 
+ The compensation policy must also include, among other things:
+
+ with regard to variable components of compensation:
+
+ with the exception of office holders who report directly to the chief executive officer, provisions determining the variable components on the basis of long-term performance and on measurable criteria; however, the company may determine that an immaterial part of the variable components of the compensation package of an office holder will be awarded based on non-measurable criteria, if such amount is not higher than three monthly salaries per annum, while taking into account such office holder s contribution to the company; and
+
+ the ratio between variable and fixed components, as well as the limit on the values of variable components at the time of their grant.
+
+ a condition under which the office holder will return to the company, according to conditions to be set forth in the compensation policy, any amounts paid as part of his or her terms of employment, if such amounts were paid based on information later to be discovered to be wrong, and such information was restated in the company s financial statements;
+
+ the minimum holding or vesting period of variable equity-based components to be set in the terms of office or employment, as applicable, while taking into consideration long-term incentives; and
+
+ a limit on retirement grants.
+
+ Arbe s compensation policy, which became effective immediately after the consummation of the Business Combination, is designed to promote retention and motivation of directors and executive officers, incentivize superior individual excellence, align the interests of our directors and executive officers with the long-term performance of Arbe and provide a risk management tool. To that end, a portion of an executive officer compensation package is targeted to reflect the short and long-term goals, as well as the executive officer s individual performance. On the other hand, its compensation policy includes measures, such as limits on the value of cash bonuses and equity-based compensation, limitations on the ratio between the variable and the total compensation of an executive officer and minimum vesting periods for equity-based compensation. 
+
+ The compensation policy also addresses Arbe s executive officers individual characteristics (such as their respective positions, education, scope of responsibilities and contribution to the attainment of its goals) as the basis for compensation variation among its executive officers and considers the internal ratios between compensation of its executive officers and directors and other employees. Pursuant to Arbe s compensation policy, the compensation that may be granted to an executive officer may include: base salary, annual bonuses and other cash bonuses (such as a signing bonus and special bonuses with respect to any special achievement, such as outstanding personal achievement, outstanding personal effort or outstanding company performance), equity-based compensation, benefits and retirement and termination of service arrangements. All cash bonuses are limited to a maximum amount linked to the executive officer s base salary. In addition, the total variable compensation components (cash bonuses and equity-based compensation) may not exceed 85% of each executive officer s total compensation package with respect to any given calendar year. 
+
+ An annual cash bonus may be awarded to executive officers upon the attainment of pre-set periodic objectives and individual targets. The annual cash bonus that may be granted to Arbe s executive officers other than its chief executive officer will be based on performance objectives and a discretionary evaluation of the executive officer s overall performance by the chief executive officer and subject to minimum thresholds. Furthermore, Arbe s chief executive officer will be entitled to recommend performance objectives, and such performance objectives will be approved by the Compensation Committee and by Arbe s board of directors.
+
+ The measurable performance objectives of Arbe s chief executive officer will be determined annually by Arbe s Compensation Committee (and, if required by law, by Arbe s board of directors) and will include the weight to be assigned to each achievement in the overall evaluation. A less significant portion of the chief executive officer s annual cash bonus may be based on a discretionary evaluation of the chief executive officer s overall performance by the Compensation Committee and the board of directors based on quantitative and qualitative criteria.
+
+ 
+
+ 105
+
+ Table of Contents
+
+ 
+ The equity-based compensation under the compensation policy for Arbe s executive officers is designed in a manner consistent with the underlying objectives in determining the base salary and the annual cash bonus. Primary objectives include enhancing the alignment between the executive officers interests and Arbe s long-term interests and those of its shareholders and strengthening the retention and the motivation of executive officers in the long term. Arbe s compensation policy provides for executive officer compensation in the form of share options or other equity-based awards, such as restricted shares and restricted share units, in accordance with its share incentive plan then in place. Generally, all equity-based incentives granted to executive officers will be subject to vesting periods in order to promote long-term retention of the awarded executive officers. Equity-based compensation will be granted from time to time and be individually determined and awarded according to the performance, educational background, prior business experience, qualifications, role and the personal responsibilities of the executive officer.
+
+ In addition, the compensation policy contains a compensation recovery provision which allows Arbe under certain conditions to recover bonuses paid in excess due to an accounting restatement, enables its chief executive officer to approve immaterial changes in the terms of employment of an executive officer (provided that the changes of the terms of employment are in accordance with our compensation policy) and allows Arbe to exculpate, indemnify and insure its executive officers and directors subject to certain limitations as set forth therein.
+
+ The compensation policy also provides for compensation to the members of Arbe s board of directors either (i) in accordance with the amounts provided in the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director) 5760-2000, as amended by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel) 5760-2000, as such regulations may be amended from time to time, or (ii) in accordance with the amounts determined in the compensation policy.
+
+ Arbe s compensation policy, which was approved by its board of directors and shareholders, will became effective upon the closing of the Business Combination and is filed as an exhibit to the registration statement of which this prospectus forms a part. 
+
+ Nominating and Governance Committee
+
+ Following the closing of the Business Combination, Arbe s Nominating and Governance Committee will consist of Yair Shamir, Ehud Levy and Mor Assia, and be responsible, among other things, for:
+
+ overseeing and assisting its board in reviewing and recommending nominees for election as directors;
+
+ assessing the performance of the members of the board; and
+
+ establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and recommending to the board a set of corporate governance guidelines applicable to Arbe.
+
+ The charter of the Nominating Committee will be available without charge at the website of Arbe.
+
+ Internal Auditor
+
+ Under the Israeli Companies Law, the board of directors of a public company must appoint an internal auditor based on the recommendation of the audit committee. The role of the internal auditor is, among other things, to examine whether a company s actions comply with applicable law and orderly business procedure. Under the Israeli Companies Law, the internal auditor cannot be an interested party or an office holder or a relative of an interested party or an office holder, nor may the internal auditor be the company s independent auditor or its representative. An interested party is defined in the Israeli Companies Law as: (i) a holder of 5% or more of the issued share capital or voting power in a company, (ii) any person or entity who has the right to designate one or more directors or to designate the chief executive officer of the company, or (iii) any person who serves as a director or as a chief executive officer of the company. Arbe has not yet appointed an internal auditor.
+
+ 
+
+ 106
+
+ Table of Contents
+
+ 
+ DIRECTOR AND EXECUTIVE COMPENSATION
+
+ Directors
+
+ Under the Israeli Companies Law, the compensation of a public company s directors requires the approval of its compensation committee, the subsequent approval of its board of directors and, unless exempted under regulations promulgated under the Israeli Companies Law, the approval of its shareholders at a general meeting. If the compensation of a public company s directors is inconsistent with its stated compensation policy, then those provisions that must be included in the compensation policy according to the Israeli Companies Law must have been considered by the compensation committee and the board of directors, and the shareholder approval will require a special majority (which we refer to herein as a special compensation majority vote ) under which:
+
+ at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such matter, present and voting at such meeting, are voted in favor of the compensation package, excluding abstentions; or
+
+ the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter voting against the compensation package does not exceed 2% of the aggregate voting rights in the company.
+
+ Executive Officers other than the Chief Executive Officer
+
+ The Israeli Companies Law requires the approval of the compensation of a public company s executive officers (other than the chief executive officer) in the following order: (i) the compensation committee, (ii) the board of directors, and (iii) if such compensation arrangement is inconsistent with the company s stated compensation policy, the company s shareholders (by a special compensation majority vote as described above). However, if the shareholders of the company do not approve a compensation arrangement with an executive officer that is inconsistent with the company s stated compensation policy, the compensation committee and board of directors may override the shareholders decision if each of the compensation committee and the board of directors provide detailed reasons for their decision.
+
+ Chief Executive Officer
+
+ Under the Israeli Companies Law, the compensation of a public company s chief executive officer is required to be approved by: (i) the company s compensation committee; (ii) the company s board of directors, and (iii) the company s shareholders (by a special compensation majority vote as described above). However, if the shareholders of the company do not approve the compensation arrangement with the chief executive officer, the compensation committee and board of directors may override the shareholders decision if each of the compensation committee and the board of directors provide detailed reasons for their decision. The approval of each of the compensation committee and the board of directors should be in accordance with the company s stated compensation policy; however, in special circumstances, they may approve compensation terms of a chief executive officer that are inconsistent with such policy, provided that they have considered those provisions that must be included in the compensation policy according to the Israeli Companies Law and that shareholder approval was obtained (by a special compensation majority vote as described above). In addition, the compensation committee may waive the shareholder approval requirement with regard to the approval of the engagement terms of a candidate for the chief executive officer position if the compensation committee determines that the compensation arrangement is consistent with the company s stated compensation policy, that the chief executive officer did not have a prior business relationship with the company or a controlling shareholder of the company and that subjecting the approval of the engagement to a shareholder vote would impede the company s ability to engage the chief executive officer candidate.
+
+ Aggregate Compensation of Executive Officers and Directors
+
+ The aggregate compensation paid by Arbe and its subsidiaries to its executive officers and directors, including share-based compensation, for the year ended December 31, 2020, was approximately $1.7 million. This amount includes approximately $0.22 million set aside or accrued to provide pension, severance, retirement or similar benefits or expenses, but does not include business travel, relocation, professional and business association dues and expenses reimbursed to office holders, and other benefit costs commonly reimbursed or paid by companies in Israel. In addition, we incurred $0.1 million of share-based compensation expense related to equity awards made by us to our executive officers and directors in 2020. 
+
+ 
+
+ 107
+
+ Table of Contents
+
+ 
+ In addition, see Description of the Transactions Merger Consideration for a description on the payments to Arbe s management in connection with the consummation of the Business Combination Agreement.
+
+ As of June 30, 2021, options to purchase 1,473,774 Arbe Ordinary Shares granted to Arbe s executive officers and directors were outstanding under its equity incentive plans at a weighted-average exercise price of $0.59 per share. 
+
+ Arbe will develop a compensation plan for its independent directors.
+
+ Equity Incentive Plans
+
+ 2016 Incentive Share Option Plan
+
+ Arbe s 2016 Incentive Share Option Plan (the 2016 Plan ) was adopted by its board of directors on September 25, 2016. The 2016 Plan provides for the grant of options to Arbe s employees, directors, office holders, service providers and consultants of Arbe and its subsidiaries.
+
+ Authorized Shares. As of October 21, 2021, there were 3,951,112 Ordinary Shares subject to options under the 2016 plan and 52,318 Ordinary Shares reserved and available for issuance under the 2016 Plan. Arbe Ordinary Shares subject to options granted under the 2016 Plan that expire or become unexercisable without having been exercised will become available again for future grant. 
+
+ Administration. Arbe s board of directors, or a duly authorized committee of Arbe s board of directors, serves as administrator (the administrator ) of the 2016 Plan. Under the 2016 Plan, the administrator has the full power and authority, subject to applicable law, to, among other things: (i) designate participants in the 2016 Plan; (ii) determine the terms and provisions of the respective option agreements, including, but not limited to, the number of options to be granted to each optionee, the number of shares to be covered by each option, provisions concerning the time and the extent to which the option may be exercised and the nature and duration of restriction as to the transferability and to amend, cancel, suspend, convert or substitute such option agreements, as necessary; (iii) determine the fair market value of the shares covered by each option; (iv) make an election as to the type of Section 102 approved option; (v) designate the type of options; (vi) interpret the provisions and supervise the administration of the 2016 Plan; (vii) accelerate the right of an optionee to exercise in whole or in part, any previously granted option; (viii) determine the exercise price of the option; (ix) prescribe, amend and rescind rules and regulation relating to the 2016 Plan; (x) extend the period of the 2016 Plan; and (xi) make all other determinations deemed necessary or advisable for the administration of the 2016 Plan, including, without limitation, to adjust the terms of the 2016 Plan or any option agreement so as to reflect (a) changes in applicable law and (b) the laws of other jurisdictions within which Arbe wishes to grant options.
+
+ Eligibility. The 2016 Plan provides for granting Options under the Israeli tax regime, including in compliance with Section 102 ( Section 102 ) of the Israeli Income Tax Ordinance (New Version), 5721-1961 (the Ordinance ), and Section 3(i) of the Ordinance.
+
+ Section 102 of the Ordinance allows employees, directors and officers who are not controlling shareholders (as used under the Ordinance) and are considered Israeli residents to receive favorable tax treatment for compensation in the form of shares or options under certain terms and conditions. Arbe s non-employee service providers and controlling shareholders who are considered Israeli residents may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits. Section 102 includes two alternatives for tax treatment involving the issuance of options or shares to a trustee for the benefit of the grantees and also includes an additional alternative for the issuance of options or shares directly to the grantee. Section 102(b)(2) of the Ordinance, which provides the most favorable tax treatment for the grantee, permits the issuance to a trustee under the capital gain track. 
+
+ Grant. Options granted pursuant to the 2016 Plan are evidenced by (i) a resolution of Arbe s board of directors and/or a written option agreement between Arbe and the optionee, in such form as the administrator has from time to time approved and (ii) any all other documents required by Arbe, whether before or after the grant of the options (including, without limitation, any customary documents and undertaking towards the trustee, if applicable, and/or the tax authorities. Each option agreement states, among other matters, the number of shares to which the option relates, the type of option granted thereunder, the vesting dates, the exercise price per share, the expiration date and such other terms and conditions as the administrator in its discretion may prescribe, provided that they are consistent with the 2016 Plan. In case of a conflict between the provisions of the 2016 Plan and an option agreement, the provisions of the 2016 Plan will prevail, unless otherwise specifically stated in the option agreement.
+
+ 
+
+ 108
+
+ Table of Contents
+
+ 
+ Each granted option will expire no later than seven years from the date of the grant thereof, unless a shorter term of expiration is otherwise designated by the administrator.
+
+ Awards. The 2016 Plan provides for the grant of options to purchase one or more Arbe Ordinary Shares pursuant to the 2016 Plan.
+
+ Exercise. An option under the 2016 Plan may be exercised by providing Arbe with a written notice of exercise and full payment of the exercise price for such shares, in such form and method as may be determined by the administrator and, when applicable, by the trustee in accordance with the requirements of Section 102, the Ordinance and any other applicable law.
+
+ Transferability. Other than by will, the laws of descent and distribution or as otherwise provided under the 2016 Plan, neither the options nor any right in connection with such options are assignable or transferable.
+
+ Termination of Employment. In the event of termination of an optionee s employment or service with Arbe or any of its affiliates, all vested and exercisable awards held by such optionee as of the date of termination will expire, unless extended as specified below.
+
+ In the event of an optionee s termination of employment or service, on the termination date, the unvested portion of the optionee s option will cease to vest and such unvested options will expire and will not become exercisable. In the event of termination of employment or service of an optionee, vested options as of the termination date will expire.
+
+ Notwithstanding any of the foregoing, and unless otherwise stated in the optionee s option agreement, an option may be exercised after the termination date during an additional period of time beyond the date of such termination, but only with respect to the number of vested options at the time of such termination according to the vesting dates, if: (i) termination is without cause (as defined in the 2016 Plan), by Arbe or by the optionee, or retirement at the retirement age as defined in the applicable law of the optionee, in which event any vested options as of the termination date may be exercised within a period of sixty (60) days after the date of such termination, but in any event no later than the expiration date of such option. After such sixty-day period, all such unexercised awards will terminate, and the shares covered by such awards will again be available for issuance under the 2016 Plan; or (ii) termination is the result of death or disability of the optionee, in which event any vested options as of termination date may be exercised within a period of twelve (12) months after the date of such termination, but in any event no later than the expiration date of such option; or (iii) at any time the administrator may authorize, in its sole and absolute discretion and without such act constituting a precedent in respect of any other optionee, an extension of the terms of all or part of the vested options beyond the date of such termination for a period not to exceed the period during which the options by their terms would otherwise have been expired.
+
+ Adjustments. In the event of any merger, reorganization, consolidation, recapitalization, share dividend, share split, share distribution, spin off, combination or reclassification of the Arbe Ordinary Shares or any other change in corporate structure affecting the number of the Arbe Ordinary Shares, an adjustment in the number of Arbe Ordinary Shares to be covered by the 2016 Plan, or the exercise price, will be made by the administrator, in its sole direction, consistent with its determinations under the 2016 Plan.
+
+ In the event of a transaction involving Arbe, the unexercised options then outstanding under the 2016 Plan or a portion thereof may be, subject to the approval of the board of directors and the successor company, assumed or substituted for an appropriate number of options or shares or other securities of the successor company (or a parent or subsidiary of the successor company). In the event of such assumption and/or substitution of options, appropriate adjustments will be made to the exercise price so as to reflect such action and all other terms and conditions of the option agreement will remain unchanged, including, but not limited to, the vesting schedule, unless otherwise determined by the administrator, which determination will be in its sole discretion and final. In any such transaction, if the successor company (or parent or subsidiary of the successor company) does not agree to assume or substitute the options, the board will have full power and authority to determine that (i) the vesting dates will be accelerated so that any unvested option or any portion thereof will be immediately vested upon the occurrence of the transaction; or (ii) any unvested options will be cancelled or cashed out in connection with the transaction. Notwithstanding anything to the contrary in the 2016 Plan and subject to the above, if, in a transaction, the successor company (or parent or subsidiary of the successor company) does not agree to assume or substitute the options, unless determined otherwise by the board, all unexercised options and all unvested options will expire as of the date of the transaction.
+
+ 
+
+ 109
+
+ Table of Contents
+
+ 
+ 2021 Equity Incentive Plan
+
+ Arbe adopted a new incentive plan (the 2021 Plan ) under which it may grant equity-based incentive awards to attract, motivate and retain the talent for which it competes. The maximum number of shares that may be issued pursuant to the 2021 Plan is the sum of (a) 4,136,320 ordinary shares plus (and without the need to further amend the Plan) (b) on January 1 of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, a number of Shares equal to the lesser of: (i) 5% of the total number of ordinary shares outstanding on December 31 of the immediately preceding calendar year, and (ii) an amount determined by the Board, if so determined prior to the January 1 of the calendar year in which the increase will occur. Upon the adoption of the 2021 Plan, Arbe will no longer grant any awards under the 2016 Plan, although previously granted options under the 2016 Plan will remain outstanding and governed by the 2016 Plan. The 52,318 ordinary shares which could be the subject of awards under the 2016 Plan can be awarded under the 2021 Plan. 
+
+ Administration. Arbe s board of directors, or a duly authorized committee of Arbe s board of directors, will administer the 2021 Plan. Under the 2021 Plan, the administrator has the authority, subject to applicable law, to interpret the terms of the 2021 Plan and any award agreements or awards granted thereunder, designate recipients of awards, determine and amend the terms of awards, including the exercise price of an option award, the fair market value of an ordinary share, the time and vesting schedule applicable to an award or the method of payment for an award, accelerate or amend the vesting schedule applicable to an award, prescribe the forms of agreement for use under the 2021 Plan and take all other actions and make all other determinations necessary for the administration of the 2021 Plan. 
+
+ The administrator also has the authority to amend and rescind rules and regulations relating to the 2021 Plan or terminate the 2021 Plan at any time before the date of expiration of its ten-year term.
+
+ Eligibility. The 2021 Plan provides for granting awards under various tax regimes, including, without limitation, for awards granted to Arbe s Israeli employees or service providers, in compliance with Section 102 of the Ordinance or Section 3(i) of the Ordinance and for awards granted to non-Israeli employees or service providers.
+
+ Section 102 of the Ordinance allows employees, directors and officers who are not controlling shareholders (as used under the Ordinance) and are considered Israeli residents to receive favorable tax treatment for compensation in the form of shares or options. Arbe s non-employee service providers and controlling shareholders may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits.
+
+ Grant. All awards granted pursuant to the 2021 Plan will be evidenced by an award agreement, in a form approved, from time to time, by the administrator. The award agreement will set forth the terms and conditions of the award, including the type of award, number of shares subject to such award, vesting schedule and conditions (including performance goals or measures) and the exercise price, if applicable. Certain awards under the 2021 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards.
+
+ Awards. The 2021 Plan provides for the grant of stock options (including incentive stock options and nonqualified stock options), ordinary shares, restricted shares, restricted share units and other share-based awards.
+
+ Exercise. An award under the 2021 Plan may be exercised by providing Arbe with a written or electronic notice of exercise and full payment of the exercise price for such shares underlying the award, if applicable, in such form and method as may be determined by the administrator and permitted by applicable law. An award may not be exercised for a fraction of a share. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2021 Plan, the administrator may, in its discretion, accept cash, provide for net withholding of shares in a cashless exercise mechanism or direct a securities broker to sell shares and deliver all or a part of the proceeds to Arbe.
+
+ Transferability. Other than by will, the laws of descent and distribution or as otherwise provided under the 2021 Plan, neither the options nor any right in connection with such options are assignable or transferable.
+
+ Termination of Employment. In the event of termination of a grantee s employment or service with Arbe or any of its affiliates, all vested and exercisable awards held by such grantee as of the date of termination may be exercised within three months after such date of termination, unless otherwise determined by the administrator. After such period, all such unexercised awards will terminate and the shares covered by such awards will again be available for issuance under the 2021 Plan.
+
+ 
+
+ 110
+
+ Table of Contents
+
+ 
+ In the event of termination of a grantee s employment or service with Arbe or any of its affiliates due to such grantee s death, permanent disability or retirement, all vested and exercisable awards held by such grantee as of the date of termination may be exercised by the grantee or the grantee s legal guardian, estate, or by a person who acquired the right to exercise the award by bequest or inheritance, as applicable, within twelve months after such date of termination, unless otherwise provided by the administrator. Any awards which are unvested as of the date of such termination or which are vested but not then exercised within such date, will terminate and the shares covered by such awards will again be available for issuance under the 2021 Plan.
+
+ Notwithstanding any of the foregoing, if a grantee s employment or services with Arbe or any of its affiliates is terminated for cause (as defined in the 2021 Plan), all outstanding awards held by such grantee (whether vested or unvested) will terminate on the date of such termination (and in certain circumstances defined in the 2021 Plan, within 12 months thereafter), and the shares covered by such awards shall again be available for issuance under the 2021 Plan.
+
+ Transactions. In the event of a recapitalization event, as defined in the 2021 Plan, including share split, reverse share split, share dividend, combination or reclassification of Arbe s shares, or any other increase or decrease in the number of issued shares effected without receipt of consideration by Arbe, the administrator in its sole discretion will make an appropriate adjustment in the number of shares related to each outstanding award and to the number of shares reserved for issuance under the 2021 Plan, to the class and kind of shares subject to the 2021 Plan, as well as the exercise price per share of each outstanding award, as applicable, the terms and conditions concerning vesting and exercisability and the term and duration of outstanding awards, or any other terms that the administrator adjusts in its discretion, or the type or class of security, asset or right underlying the award (which need not be only that of Arbe, and may be that of the surviving corporation or any affiliate thereof or such other acquiring party or entity party to any of the above transactions); provided that any fractional shares resulting from such adjustment will be rounded down to the nearest whole share unless otherwise determined by the administrator.
+
+ In the event of a merger or consolidation of Arbe, or a sale of all, or substantially all, of the Arbe s shares or assets or other transaction having a similar effect on Arbe, or a change of control event (including an acquisition of 50% or more of the share capital) or change in the composition of the board of directors, or liquidation or dissolution, a structural change, as defined in the 2021 Plan, or such other transaction or circumstances that the board of directors determines to be a relevant transaction, then without the consent of the grantee, the administrator may but is not required to (i) cause any outstanding award to be assumed or substituted by such successor corporation, or (ii) regardless of whether or not the successor corporation assumes or substitutes the award (a) provide the grantee with the option to exercise the award as to all or part of the shares, and may provide for an acceleration of vesting of unvested awards, or (b) cancel the award and pay in cash, shares of Arbe, the acquirer or other corporation which is a party to such transaction or other property as determined by the administrator as fair in the circumstances. Notwithstanding the foregoing, the administrator may upon such event amend, modify or terminate the terms of any award as it shall deem, in good faith, appropriate.
+
+ 
+
+ 111
+
+ Table of Contents
+
+ 
+ CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
+
+ Rights of appointment
+
+ Prior to the Merger, Arbe s board of directors consisted of six directors. Pursuant to the then current Articles, certain of Arbe s shareholders had rights to appoint members of the board of directors. Prior to the Closing, Arbe s shareholders will have elected the post-closing Board of Directors, which will consist seven directors, consisting of four directors designated by Arbe, at least two of whom will be considered independent under Nasdaq requirements; one director designated by ITAC, and two independent directors (under Nasdaq requirements) mutually agreed on by Arbe and ITAC.
+
+ Agreements with directors and officers
+
+ Employment Agreements.
+
+ Arbe has in place employment agreements with each of its executive officers. The agreements do not have a specific term and may be terminated by either party with or without cause, provide for a monthly salary, provides for pension and severance benefits in accordance with Israeli law. These agreements provide for notice periods of varying duration for termination of the agreement by Arbe or by the relevant executive officer. These agreements also contain customary provisions regarding noncompetition, non-exploitation, confidentiality, and assignment of inventions. These agreements provide for the terms of each individual s employment or service with Arbe, as applicable. 
+
+ Exculpation, Indemnification and Insurance. 
+
+ Arbe s Restated Articles permit Arbe to exculpate, indemnify and insure certain of its office holders to the fullest extent permitted by the Israeli Companies Law. Arbe intends to enter into agreements with certain office holders, exculpating them from a breach of their duty of care to Arbe to the fullest extent permitted by law and undertaking to indemnify them to the fullest extent permitted by law, including with respect to liabilities resulting from the Transactions to the extent that these liabilities are not covered by insurance. 
+
+ Transactions with Related Persons
+
+ 1. Kobi Marenko, Arbe s CEO, has a non-controlling interest in Taya Ventures L.P, an investor in Arbe.
+
+ 2. In April 2020, in an effort to reduce overhead in response to COVID-19 pandemic, Arbe sublet a portion of its office space to a start-up company, for a term commencing on May 2021. The sublease was structured as an office space sublease and office services on an at-cost basis, based upon the number of office spaces that Arbe sublet. The sublease may be terminated by either party by providing the other party 30 days prior written notice. Mr. Marenko owns less than 2% of the equity interest in the startup company.
+
+ 3. Inter, a company owned by Kobi Marenko, purchased 50,167 Ordinary Shares in the PIPE offering for $501,670. 
+
+ 4. Dr. Boaz Schwartz, a director of the Company, has an agreement with the Company pursuant to which he is entitled, for his service as a director, to an annual retainer of $100,000 plus VAT and options to purchase 0.1% of the share capital of the Company on a fully diluted basis, which is 82,726 ordinary shares, at an exercise price of $8.00 per share, which vest over three years on a quarterly basis. 
+
+ Arbe and its non-management investors are parties to an amended investor rights agreements, which provides for a 180-day lock-up, as described under Selling Shareholders, and which grants the investors certain registration rights with respect to their Arbe Ordinary Shares, which agreements include standard covenants and indemnification provisions. This registration statement of which this prospectus is a part satisfies Arbe s obligation to register the investors Arbe Ordinary Shares. In addition, in the event that Arbe wishes to provide additional registration rights, Arbe may be required to obtain the approval of the holders of majority of the Arbe Ordinary Shares held by the non-management investors as long as the non-management holders, as a group, continue to hold a majority of the Arbe Ordinary Shares held by them upon completion of the Merger. Such approval is not required if the proposed transaction is approved by a majority of Arbe s independent directors. The investor rights agreement will continue and survive for a period of five years after the Closing. 
+
+ 
+
+ 112
+
+ Table of Contents
+
+ 
+ Approval of Related Party Transactions under Israeli Law
+
+ Fiduciary Duties of Directors and Executive Officers
+
+ The Israeli Companies Law codifies the fiduciary duties that office holders owe to a company. An office holder is defined in the Israeli Companies Law as a general manager, chief business manager, deputy general manager, vice general manager, any other person assuming the responsibilities of any of these positions regardless of such person s title, a director and any other manager directly subordinate to the general manager. Each person listed in the table under the section titled Management Following the Business Combination is an office holder under the Israeli Companies Law.
+
+ An office holder s fiduciary duties consist of a duty of care and a duty of loyalty. The duty of care requires an office holder to act with the level of care with which a reasonable office holder in the same position would have acted under the same circumstances. The duty of loyalty requires that an office holder act in good faith and in the best interests of the company.
+
+ The duty of care includes a duty to use reasonable means to obtain:
+
+ information on the appropriateness of a given action submitted for his or her approval or performed by virtue of his or her position; and
+
+ all other important information pertaining to these actions.
+
+ The duty of loyalty includes a duty to:
+
+ refrain from any conflict of interest between the performance of his or her duties in the company and his performance of duties with respect to another position or his or her personal affairs;
+
+ refrain from any activity that is competitive with the business of the company;
+
+ refrain from exploiting any business opportunity of the company in order to receive a personal gain for himself or herself or others; and
+
+ disclose to the company any information or documents relating to the company s affairs which the office holder received as a result of his or her position as an office holder.
+
+ Disclosure of Personal Interests of an Office Holder and Approval of Certain Transactions
+
+ The Israeli Companies Law requires that an office holder promptly disclose to the board of directors any personal interest that he or she may have and all related material information known to him or her concerning any existing or proposed transaction with the company. A personal interest includes an interest of any person in an act or transaction of a company, including a personal interest of one s relative or of a corporate body in which such person or a relative of such person is a 5% or greater shareholder, director or general manager or in which he or she has the right to appoint at least one director or the general manager, but excluding a personal interest stemming solely from one s ownership of shares in the company. A personal interest includes the personal interest of a person for whom the office holder holds a voting proxy or the personal interest of the office holder with respect to the officer holder s vote on behalf of a shareholder for whom he or she holds a proxy even if such shareholder has no personal interest in the matter.
+
+ If an office holder has a personal interest in a non-extraordinary transaction, meaning any transaction that is in the ordinary course of business, on market terms and that is not likely to have a material impact on the company s profitability, assets or liabilities, approval by the board of directors is required for the transaction, unless the company s articles of association provide for a different method of approval. Any transaction that is adverse to the company s interests may not be approved by the board of directors.
+
+ If an office holder has a personal interest in an extraordinary transaction (meaning any transaction that is not in the ordinary course of business, not on market terms or that is likely to have a material impact on the company s profitability, assets or liabilities) approval first by the company s audit committee and subsequently by the board of directors is required.
+
+ 
+
+ 113
+
+ Table of Contents
+
+ 
+ A director and any other office holder who has a personal interest in a transaction which is considered at a meeting of the board of directors or the audit committee may (unless it is with respect to a transaction which is not an extraordinary transaction) not be present at such a meeting or vote on that matter unless a majority of the directors or members of the audit committee, as applicable, have a personal interest in the matter. If a majority of the members of the audit committee or the board of directors has a personal interest in the approval of such a transaction then all of the directors may participate in deliberations of the audit committee or board of directors, as applicable, with respect to such transaction and vote on the approval thereof and, in such case, shareholder approval is also required.
+
+ Certain disclosure and approval requirements apply under Israeli law to certain transactions with controlling shareholders, certain transactions in which a controlling shareholder has a personal interest and certain arrangements regarding the terms of service or employment of a controlling shareholder. For these purposes, a controlling shareholder is any shareholder that has the ability to direct the company s actions, including any shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company. Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be one shareholder for the purpose of computing such threshold.
+
+ For a description of the approvals required under Israeli law for compensation arrangements of officers and directors, see Compensation of Directors and Executive Officers. 
+
+ Shareholder Duties
+
+ Pursuant to the Israeli Companies Law, a shareholder has a duty to act in good faith and in a customary manner toward the company and other shareholders and to refrain from abusing his or her power with respect to the company, including, among other things, in voting at a general meeting and at shareholder class meetings with respect to the following matters:
+
+ an amendment to a company s articles of association;
+
+ an increase of a company s authorized share capital;
+
+ a merger; or
+
+ interested party transactions that require shareholder approval.
+
+ In addition, a shareholder has a general duty to refrain from discriminating against other shareholders.
+
+ Certain shareholders also have a duty of fairness toward the company. These shareholders include any controlling shareholder as such term is used under the Israeli Companies Law, any shareholder who knows that it has the power to determine the outcome of a shareholder vote and any shareholder who has the power to appoint or to prevent the appointment of an office holder of a company or exercise any other rights available to it under the company s articles of association with respect to the company. The Israeli Companies Law does not define the substance of this duty of fairness, except to state that the remedies generally available upon a breach of contract will also apply in the event of a breach of the duty of fairness.
+
+ 
+
+ 114
+
+ Table of Contents
+
+ 
+ BENEFICIAL OWNERSHIP OF SECURITIES 
+
+ The following table sets forth information regarding the beneficial ownership of Arbe Ordinary Shares on October 21, 2021, by 
+
+ each person known by Arbe to be the beneficial owner of more than 5% of the outstanding Arbe Ordinary Shares; 
+
+ each of Arbe s chief executive officer, chief financial officer and directors; and 
+
+ all of Arbe s executive officers and directors as a group.
+
+ Unless otherwise indicated, Arbe believes that all persons named in the tables below have sole voting and investment power with respect to all shares beneficially owned by them. Except as otherwise noted herein, the number and percentage of Arbe ordinary shares and Arbe preferred shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any ordinary shares as to which the holder has sole or shared voting power or investment power and also any ordinary shares which the holder has the right to acquire within 60 days of October 21, 2021 through the exercise of any option, warrant, convertible security or other right. As of October 21, 2021, there were 62,135,453 Ordinary Shares outstanding. 
+
+ 
+
+ 
+ 
+
+ Name and Address of Beneficial Owner(1) 
+
+ 
+ 
+ 
+ Number of 
+Ordinary 
+Shares 
+Beneficially 
+Owned 
+
+ 
+ 
+ 
+ Percentage 
+
+ 
+ 
+
+ 
+ 
+ Current Directors and Executive Officers of Arbe: 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Kobi Marenko(2) 
+
+ 
+ 
+ 
+ 3,755,743 
+
+ 
+ 
+ 
+ 6.04 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Noam Arkind(3) 
+
+ 
+ 
+ 
+ 2,853,090 
+
+ 
+ 
+ 
+ 4.59 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Oz Fixman(4) 
+
+ 
+ 
+ 
+ 2,853,090 
+
+ 
+ 
+ 
+ 4.59 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Danny Klein(5) 
+
+ 
+ 
+ 
+ 204,830 
+
+ 
+ 
+ 
+ * 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Ehud Levy(6) 
+
+ 
+ 
+ 
+ 9,036,429 
+
+ 
+ 
+ 
+ 14.54 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Yair Shamir(7) 
+
+ 
+ 
+ 
+ 4,612,586 
+
+ 
+ 
+ 
+ 7.42 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Mor Assia(8) 
+
+ 
+ 
+ 
+ 6,494,354 
+
+ 
+ 
+ 
+ 10.45 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Boaz Schwartz(9) 
+
+ 
+ 
+ 
+ 170,414 
+
+ 
+ 
+ 
+ * 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ E. Scott Crist(10) 
+
+ 
+ 
+ 
+ 2,245,900 
+
+ 
+ 
+ 
+ 3.61 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ All executive officers and directors as a group (11 individuals) 
+
+ 
+ 
+ 
+ 33,128,950 
+
+ 
+ 
+ 
+ 53.13 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Five Percent Holders: 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Canaan Partners Israel (CPI) (Cayman) L.P.(11) 
+
+ 
+ 
+ 
+ 9,036,429 
+
+ 
+ 
+ 
+ 14.54 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ iAngels Technologies LP Series Arbe Robotics Ltd. Advanced Investment(12) 
+
+ 
+ 
+ 
+ 6,454,354 
+
+ 
+ 
+ 
+ 10.45 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ CEL Catalyst Mobility Ltd.(13) 
+
+ 
+ 
+ 
+ 4,612,586 
+
+ 
+ 
+ 
+ 7.42 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ M&G Investment Management Limited(14) 
+
+ 
+ 
+ 
+ 3,500,000 
+
+ 
+ 
+ 
+ 5.63 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ ____________
+* Less than 1%
+
+ (1) Unless otherwise noted, the address for each named beneficial owner is c/o Arbe Robotics Ltd., HaHashmonaim St. 107, Tel Aviv-Yafo, Israel.
+
+ (2) Consists of 2,849,482 Arbe Ordinary Shares held directly by Mr. Marenko, 3,238 Arbe Ordinary Shares subject to options and 852,347 Arbe Ordinary Shares held by Inter, which is owned by Mr. Marenko, who has the right to vote and dispose of shares owned by Inter. 
+
+ (3) Consists of 2,849,482 Arbe Ordinary Shares held directly by Mr. Arkind and 3,146 Arbe Ordinary Shares subject to options.
+
+ (4) Consists of 2,849,482 Arbe Ordinary Shares held directly by Oz Fixman and 3,146 Arbe Ordinary Shares subject to options.
+
+ (5) Consists of Arbe Ordinary Shares subject to options.
+
+ (6) Consists of Arbe Ordinary Shares identified in footnote (12) below. Mr. Levy is affiliated with Canaan Partners Israel (CPI) (Cayman) L.P and may be deemed to have beneficial ownership with respect to these shares. Mr. Levy disclaims beneficial interest in the shares owned by Caanan Partners except to the extent of his pecuniary interest therein.
+
+ (7) Consist of Arbe Ordinary Shares identified in footnote (12) below. Mr. Shamir is affiliated with CEL Catalyst Mobility Ltd. but disclaims any beneficial ownership of the reported shares except to the extent of any pecuniary interest such member may have therein, directly or indirectly. 
+
+ 
+
+ 115
+
+ Table of Contents
+
+ 
+ (8) Consist of Arbe Ordinary Shares identified in footnote (11) below. Mrs. Assia is affiliated with iAngels Technologies LP Series Arbe Robotics Ltd. Advanced Investment and may be deemed to have beneficial ownership with respect to these shares. Mrs. Assia disclaims beneficial interest in the shares owned by iAngels except to the extent of her pecuniary interest therein. 
+
+ (9) Consist of Arbe Ordinary Shares held by Geneva Insurance Group (Barbados) Inc. in respect of Separate Account 2020-418-VUL (the Account ), which account is held for the benefit of a trust (the Master Trust ), of which Mr. Schwartz, alongside others, is an indirect beneficiary. Accordingly, Mr. Schwarz may be deemed to have an indirect beneficial ownership interest with respect to these shares. Furthermore, Mr. Schwartz is one of three members of the Investment Committee of the Master Trust, which holds the Account. The Investment Committee operates by majority, and Mr. Schwartz does not have any independent control of the Investment Committee and may only act with the vote of one or more of the other members of the Investment Committee. 
+
+ (10) Percentage as adjusted includes (i) 1,905,900 ordinary shares issued pursuant to the Merger to Industrial Tech Partners, LLC, the sponsor of ITAC (the Sponsor ) in respect of ITAC Class B Common Stock owned by the Sponsor, (ii) 340,000 ordinary shares issued pursuant to the PIPE Subscription Agreement by Texas Ventures, and (iii) 3,112,080 ordinary shares issuable upon exercise of private warrants held by the Sponsor. Texas Venture may allocate some or all of its commitment to purchase shares pursuant to its PIPE Subscription Agreement to its partners or other interested investment parties, any such transfer to be subject to, and in accordance with, the terms of, the PIPE Subscription Agreement. E. Scott Crist is the managing member of the Sponsor and chief executive officer and majority owner of Texas Ventures and has the right to vote and dispose of securities held by the Sponsor and Texas Ventures. Mr. Crist disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest e may have therein, directly or indirectly. 
+
+ (11) Canaan Partners Israel (CPI) GP L.P. ( CPI General Partner ) is the general partner of Canaan Partners Israel (CPI) (Cayman) L.P. CPI General Partner has the power to direct Canaan Partners Israel (CPI) (Cayman) L.P. to vote and dispose of the shares by decision of its managing partner Mr. Ehud Levy. The business address of the foregoing person is c/o Canaan Partners Israel (CPI) (Cayman) L.P, 12/11 Rav Ashi St. Tel Aviv, Israel. 
+
+ (12) Represent shares held by of iAngels Technologies LP Series Arbe Robotics Ltd. Advanced Investment. iAngels Crowd Ltd. ( iAngels General Partner ) is the general partner of iAngels Technologies LP Series Arbe Robotics Ltd. Advanced Investment. iAngels General Partner has the power to direct iAngels Technologies LP Series Arbe Robotics Ltd. Advanced Investment to vote and dispose of the shares by decision of its Investment Committee. The Investment Committee is comprised of Mrs. Mor Assia, Mrs. Shelly Hod Moyal and Mr. David Assia, and each member of the Investment Committee has shared voting and investment power over the shares. Each member of the Investment Committee disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest such member may have therein, directly or indirectly. The business address of each of the foregoing persons is c/o iAngels Technologies LP Series Arbe Robotics Ltd. Advanced Investment, 18 Rotschild St., Tel Aviv, Israel. The information as adjusted includes 600,000 Arbe Ordinary Shares being purchased by iAngels pursuant to PIPE Subscription Agreements. 
+
+ (13) CEL Catalyst Mobility Ltd. is held by CEL Catalyst China Israel Fund L.P and Catalyst CEL Fund L.P. The directors of CEL Catalyst Mobility Ltd. are Yair Shamir and Shengyan Fan who have the power to direct it to vote and dispose of the shares and each such director has shared voting and investment power over the shares. Each director disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest such member may have therein, directly or indirectly. The business address of each of the foregoing persons is c/o Catalyst Investment (Israel) III Ltd., 28 Haarbaa St., Tel Aviv. 6473925 Israel. 
+
+ (14) Carl Vine, as fund manager, has the right to vote and dispose of shares owned by M&G Investment Management Limited. The address of M&G is 10 Fenchurch Avenue, EC3M 5AG, London UK. 
+
+ Shares Eligible for Future Sale; Rule 144 
+
+ Pursuant to Rule 144, a person who has beneficially owned restricted ordinary shares of Arbe for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of Arbe s affiliates at the time of, or at any time during the three months preceding, a sale and (ii) Arbe is subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.
+
+ Persons who have beneficially owned restricted Arbe Ordinary Shares or warrants for at least six months but who are Arbe s affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:
+
+ 1% of the total number of Arbe Ordinary Shares then outstanding); or
+
+ the average weekly reported trading volume of the Arbe Ordinary Shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
+
+ 
+
+ 116
+
+ Table of Contents
+
+ 
+ Sales by Arbe s affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.
+
+ In addition to the public holder of ITAC common stock who received ordinary shares pursuant to the Merger and whose shares are freely tradable, substantially all of the present Arbe shareholders will be able to sell shares either pursuant to the registration statement of which this prospectus is a part or, commencing three months after the effective date of the Merger, which was October 7, 2021 pursuant to Rule 144, although Arbe s executive officer and directors and other affiliate will be subject to the limitation described above with respect to sales pursuant to Rule 144. These restrictions do not affect sales pursuant to this prospectus. 
+
+ Selling shareholders holding 36,330,760 ordinary shares have signed a lock-up agreement pursuant to which they agreed not to sell their Arbe Ordinary Shares during the period commencing from the Closing of the Merger (October 7, 2021) and ending one year from such Closing, subject to early release if the closing price of the Arbe Ordinary Shares equals or exceeds $12.00 per share for any 20 out of 30 trading days commencing 150 days after the Closing. Additionally, selling shareholders beneficially owning 46,984,355 ordinary shares, including the selling shareholders referred to in the preceding sentence, are parties to an investor rights agreement which provides for a lock up of 180 days from the closing of the Merger, subject to extension under certain conditions. See Selling Shareholders. 
+
+ 
+
+ 
+
+ 117
+
+ Table of Contents
+
+ 
+ DESCRIPTION OF ORDINARY SHARES 
+
+ A summary of the material provisions governing Arbe s share capital is described below. This summary is not complete and should be read together with the Arbe s Restated Articles, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part 
+
+ General
+
+ This section summarizes the material rights of the holders of Arbe Ordinary Shares under Israeli law, and the material provisions of Arbe s Restated Articles. 
+
+ Authorized Capital
+
+ The authorized share capital following the closing of the Business Combination will consist of 130,000,000 Arbe Ordinary Shares, par value NIS 0.000216, of which 62,135,453 shares are issued and outstanding. 
+
+ All of the outstanding Arbe Ordinary Shares are validly issued, fully paid and non-assessable. The Arbe Ordinary Shares are not redeemable and do not entitle their holders to preemptive rights. Arbe s Restated Articles and Israeli law do not restrict in any way the ownership or voting of ordinary shares by non-residents or persons who are not citizens of Israel, except with respect to subjects of nations which are in a state of war with Israel. All Arbe Ordinary Shares have identical rights. 
+
+ Subject to the rights of holders of shares with special rights (if will be issued in the future), holders of paid up Arbe Ordinary Shares are entitled to participate in the payment of dividends and, in the event of a winding-up of Arbe, in the distribution of assets available for distribution, in proportion to the amount paid up or credited as paid up on account of the nominal value of the shares held by them respectively and in respect of which such dividend is being paid or such distribution is being made, without considering any premium those holders might have paid in excess of that par value.
+
+ Shares with preferential rights relating, among other things, to dividends, voting and repayment of share capital can be created by adoption of a resolution of the shareholders at a general meeting of shareholders at which a quorum is present, by a simple majority of the voting power represented at the meeting in person or by proxy and voting thereon. Arbe can effect a share distribution or share dividend with board approval. A stock split (as well as other changes to Arbe s the authorized capital, including an increase to the authorized capital) requires shareholder approval. Modification or abrogation of the rights of any class of shares requires the written consent of the holders of not less than one-third of the issued shares of such class or adoption of a resolution passed by a simple majority of those present in person or by proxy and voting at a separate general meeting of the holders of the shares of that class.
+
+ An increase in the authorized share capital, the creation of a new class of shares, an increase in the authorized share capital of a class of shares, or the issuance of additional shares thereof out of the authorized and unissued share capital, shall not be deemed, for purposes hereof, to modify or derogate or cancel the rights attached to previously issued shares of such class or of any other class.
+
+ Number of Directors
+
+ Under the Arbe s Restated Articles, the board of directors must consist of not less than three but no more than nine directors, including external directors (as defined by the Companies Law) (if any were elected). 
+
+ Election and Removal of Directors
+
+ Pursuant to the Arbe s Restated Articles, each of the directors will be appointed by a simple majority vote of holders of the voting shares, participating and voting at an annual general meeting of the shareholders. 
+
+ In addition, the directors are divided into three classes, the term of office of each class of which shall expire at the first, second and third Annual General Meetings, as applicable, to be held following the closing of the Business Combination, and when their successors are elected (or re-elected) and qualified, at the annual general meeting of 
+
+ 
+
+ 118
+
+ Table of Contents
+
+ 
+ Arbe shareholders. Such elected successors shall serve on the board of directors until the third annual general meeting following such election or re-election or until they are removed by a vote of a majority of the voting power of the shareholders represented at the general meeting in person or by proxy and voting thereon, as one class, and disregarding abstentions from the count of the voting power of the shareholders present and voting or upon the occurrence of certain events, in accordance with the Israeli Companies Law or the Arbe s Restated Articles. In addition, the Restated Articles allow Arbe s board of directors to fill vacancies on the board of directors or to appoint new directors up to the maximum number of directors permitted under the Restated Articles. Such directors serve for a term of office equal to the remaining period of the term of office of the directors(s) whose office(s) have been vacated or in the case of new directors, for a term of office according to the class to which such director was assigned upon appointment. 
+
+ Dividends and Liquidation
+
+ Arbe may declare a dividend to be paid to the holders of the Arbe Ordinary Shares in proportion to their respective shareholdings. Under the Israeli Companies Law, dividend distributions are determined by the board of directors and do not require the approval of the shareholders of a company unless the company s articles of association provide otherwise. Arbe s Restated Articles will not require shareholder approval of a dividend distribution and provide that dividend distributions may be determined by the board of directors. 
+
+ Pursuant to the Israeli Companies Law, the distribution amount is limited to the greater of retained earnings or earnings generated over the previous two years, according to the company s most recently reviewed or audited financial statements, provided that the end of the period to which the financial statements relate is not more than six months prior to the date of the distribution. If a company does not meet such criteria, then it may distribute dividends only with court approval. In each case, Arbe would only be permitted to distribute a dividend if its board of directors and the court, if applicable, determines that there is no reasonable concern that payment of the dividend will prevent it from satisfying its existing and foreseeable obligations as they become due.
+
+ In the event of Arbe s liquidation, after satisfaction of liabilities to creditors, its assets will be distributed to the holders of the Arbe Ordinary Shares in proportion to their shareholdings. This right, as well as the right to receive dividends, may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights which may be authorized in the future.
+
+ Shareholder Meetings
+
+ Under Israeli law, Arbe is required to hold an annual general meeting of its shareholders once every calendar year ( Annual Shareholder Meeting ) and no later than 15 months after the date of the previous annual general meeting. All meetings other than the annual general meeting of shareholders are referred to in the Restated Articles as special meetings ( Special Shareholder Meeting, and together with the Annual Shareholder Meeting General Shareholder Meeting ). The board of directors may call special meetings whenever it sees fit, at such time and place, as it may determine. In addition, the Israeli Companies Law provides that the board of directors is required to convene a special meeting upon the written request of (i) any two or more of Arbe s directors or one-quarter or more of the members of Arbe s board of directors or (ii) one or more shareholders holding, in the aggregate, either (a) 5% or more of Arbe s issued and outstanding shares and 1% or more of Arbe s outstanding voting power or (b) 5% or more of Arbe s outstanding voting power. 
+
+ Subject to the provisions of the Israeli Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote at general meetings are the shareholders of record on a date to be decided by the board of directors, which may generally be between four and 40 days prior to the date of the meeting. Furthermore, the Israeli Companies Law requires that resolutions regarding the following matters must be passed at a general meeting of shareholders: 
+
+ amendments to the articles of association;
+
+ appointment or termination of auditors;
+
+ appointment of external directors (to the extent required);
+
+ approval of certain related party transactions as required by law;
+
+ increases or reductions of authorized share capital;
+
+ 
+
+ 119
+
+ Table of Contents
+
+ 
+ a merger; and
+
+ the exercise of the board of director s powers by a general meeting, if the board of directors is unable to exercise its powers and the exercise of any of its powers is required for proper management of the company.
+
+ The Israeli Companies Law and the regulations promulgated thereunder requires that a notice of any annual general meeting or special meeting be provided to shareholders at least 21 days prior to the meeting and if the agenda of the meeting includes the appointment or removal of directors, the approval of transactions with office holders or interested or related parties, an approval of a merger, approval of compensation policy or approval of compromise or settlement between the company to its creditors or shareholders, notice must be provided at least 35 days prior to the meeting. Under the Israeli Companies Law and Arbe s Restated Articles, shareholders are not permitted to take action by way of written consent in lieu of a meeting. 
+
+ Quorum
+
+ Pursuant to the Arbe s Restated Articles, holders of the Arbe ordinary shares have one vote for each ordinary share held on all matters submitted to a vote before the shareholders at a general meeting. The quorum required for Arbe s general meetings of shareholders consists of at least two shareholders present in person or by proxy and holding shares representing in the aggregate at least 25% of Arbe s voting power. A meeting adjourned for lack of a quorum will be adjourned either to (i) such day and at such time and place as indicated in the notice to such meeting, or (ii) to such day and at such time and place as indicated in the notice of such meeting, or (iii) to such day and at such time and place as the chairperson of the meeting shall determine (which may be earlier or later than the date pursuant to clause (i) above). At the adjourned meeting, two or more shareholders, present in person or by proxy shall constitute a quorum. 
+
+ Voting Requirements
+
+ Arbe s Restated Articles provide that all shareholder resolutions require a simple majority vote, unless otherwise required by the Israeli Companies Law or by the Restated Articles. Under the Israeli Companies Law, each of (i) the approval of an extraordinary transaction with a controlling shareholder and (ii) the terms of employment or other engagement of the controlling shareholder of the company or such controlling shareholder s relative (even if such terms are not extraordinary) require a special majority approval, and approval of certain compensation-related matters require the approval described above under Management Following the Business Combination Committees of the Board of Directors Compensation Committee and Compensation Policy under the Israeli Companies Law. The Restated Articles also provide that the removal of any director from office requires a vote of a majority of the voting power of the shareholders represented at the general meeting in person or by proxy and voting thereon, as one class, and disregarding abstentions from the count of the voting power of the shareholders present and voting, and the amendment of the provisions relating to Arbe s staggered board requires the vote of 60% of the total voting power of its shareholders. Another exception to the simple majority vote requirement is a resolution for the voluntary winding up, or an approval of a scheme of arrangement or reorganization, of the company pursuant to Section 350 of the Israeli Companies Law, which requires the approval of a majority of the holders holding at least 75% of the voting rights represented at the meeting and voting on the resolution. 
+
+ Access to Corporate Records
+
+ Under the Israeli Companies Law, all shareholders generally have the right to review minutes of the general meetings, the shareholders register, the material shareholders register (which, according to the Israeli Companies Law, holding 5% or more of a company shares), the articles of association, the financial statements, and any document that a company is required by law to file publicly with the Israeli Companies Registrar and other documents as provided in the Israeli Companies Law. Any shareholder who specifies the purpose of its request may request to review any document in Arbe s possession that relates to any action or transaction with a related party which requires shareholder approval under the Israeli Companies Law. Arbe may deny a request to review a document if it determines that the request was not made in good faith, that the document contains a commercial secret or a patent or that the document s disclosure may otherwise impair its interests.
+
+ 
+
+ 120
+
+ Table of Contents
+
+ 
+ Changes in Capital
+
+ Arbe s Restated Articles enable Arbe to increase or reduce its share capital. Any such changes are subject to the Israeli Companies Law and must be approved by a resolution duly passed by its shareholders at a general shareholder meeting by voting on such change in the capital. In addition, transactions that have the effect of reducing capital, such as the declaration and payment of dividends in the absence of sufficient retained earnings or profits, require the approval of both the board of directors and an Israeli court. The creation of any class or series of Arbe Ordinary Shares which grants voting, or dividend right or rights on liquidation that are different from the rights of the holders of the Arbe Ordinary Shares being issued pursuant to the Recapitalization and the Business Combination Agreement will require shareholder approval., 
+
+ Limitations on Liability and Indemnification of Officers and Directors
+
+ Under the Israeli Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate in advance an office holder from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its articles of association. Arbe s Restated Articles include such a provision. A company may not exculpate a director from liability arising out of a prohibited dividend or distribution to shareholders. 
+
+ Under the Israeli Companies Law, a company may indemnify an office holder in respect of the following liabilities and expenses incurred for acts performed as an office holder, either in advance of an event or following an event, provided a provision authorizing such indemnification is contained in its articles of association:
+
+ a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria;
+
+ reasonable litigation expenses, including attorneys fees, incurred by the office holder in connection with a monetary sanction or as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and
+
+ reasonable litigation expenses, including attorneys fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third-party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent.
+
+ Under the Israeli Companies Law, a company may insure an office holder against the following liabilities incurred for acts performed as an office holder if and to the extent provided in the company s articles of association:
+
+ a breach of the duty of loyalty to Arbe, provided that the Office Holder acted in good faith and had reasonable grounds to assume that act that resulted in such breach would not prejudice the interests of the company;
+
+ a breach of duty of care to the company or to any other person;
+
+ a financial liability imposed on such Office Holder in respect to his or her capacity as an Office Holder in favor of any other person; and
+
+ any other event, occurrence, matter or circumstances under any law with respect to which the company may, or will be able to, insure an Office Holder, and to the extent such law requires the inclusion of a provision permitting such insurance in the articles of association, then such provision is deemed to be included and incorporated herein by reference (including, without limitation, in accordance with section 56h(b)(1) of the Securities Law, if and to the extent applicable, and Section 50P of the Competition Law).
+
+ 
+
+ 121
+
+ Table of Contents
+
+ 
+ Under the Israeli Companies Law, a company may not indemnify, exculpate, or insure an office holder against any of the following:
+
+ a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
+
+ a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;
+
+ an act or omission committed with intent to derive illegal personal benefit; or
+
+ a fine or forfeit levied against the office holder.
+
+ Under the Israeli Companies Law, exculpation, indemnification and insurance of office holders must be approved by the compensation committee and the board of directors and, with respect to directors and CEO, also by shareholders.
+
+ Arbe s Restated Articles permit Arbe to exculpate, indemnify and insure its office holders for any liability imposed on them as a consequence of an act (including any omission) which was performed by virtue of being an office holder. The office holders are currently covered by a directors and officers liability insurance policy. 
+
+ Arbe has entered into agreements with each of its directors and certain executive officers exculpating them, to the fullest extent permitted by law, from liability to Arbe for damages caused to it as a result of a breach of duty of care, and undertook to indemnify them to the fullest extent permitted by law. This indemnification is limited to events determined as foreseeable by the board of directors based on Arbe s activities, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances.
+
+ Effective with the closing of the Merger, the maximum indemnification amount set forth in such agreements is limited to the greater of (i) 25% of the Arbe s shareholders equity on a consolidated basis, based on the most recent financial statements made publicly available before the date on which the indemnity payment is made; and (ii) USD $25 million. The maximum amount set forth in such agreements is in addition to any amount paid (if paid) under insurance and/or by a third-party pursuant to an indemnification arrangement. 
+
+ Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defence of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 
+
+ There is no pending litigation or proceeding against any of Arbe s office holders as to which indemnification is being sought, nor is Arbe aware of any pending or threatened litigation that may result in claims for indemnification by any office holder.
+
+ Exclusive Jurisdiction of Certain Actions
+
+ Arbe s Restated Articles provide that unless Arbe consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. 
+
+ The Restated Articles provide that unless Arbe consents in writing to the selection of an alternative forum, the competent courts in Tel Aviv, Israel will be the exclusive forum for (i) any derivative action or proceeding brought on behalf of Arbe, (ii) any action asserting a claim of breach of a duty owed by any director, officer or other employee of Arbe to Arbe or Arbe s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Israeli Companies Law or the Securities Law or otherwise arising from the holding of shares in Arbe. 
+
+ 
+
+ 122
+
+ Table of Contents
+
+ 
+ Transfer Agent and Warrant Agent
+
+ The transfer agent for the Arbe Ordinary Shares and the warrant agent for the Arbe Warrants will be Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004, telephone: (212) 509-4000.
+
+ Anti-Takeover Provisions
+
+ Acquisitions under Israeli Law
+
+ Full Tender Offer
+
+ A person wishing to acquire shares of a public Israeli company and who could as a result hold over 90% of the target company s voting rights or the target company s issued and outstanding share capital (or of a class thereof), is required by the Israeli Companies Law to make a tender offer to all of the company s shareholders for the purchase of all of the issued and outstanding shares of the company (or the applicable class). If (a) the shareholders who do not accept the offer hold less than 5% of the issued and outstanding share capital of the company (or the applicable class) and the shareholders who accept the offer constitute a majority of the offerees that do not have a personal interest in the acceptance of the tender offer or (b) the shareholders who do not accept the tender offer hold less than 2% of the issued and outstanding share capital of the company (or of the applicable class), all of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation of law. A shareholder who had its shares so transferred may petition the court within six months from the date of acceptance of the full tender offer, regardless of whether such shareholder agreed to the offer, to determine whether the tender offer was for less than fair value and whether the fair value should be paid as determined by the court. However, an offeror may provide in the offer that a shareholder who accepted the offer will not be entitled to appraisal rights as described in the preceding sentence, as long as the offeror and the company disclosed the information required by law in connection with the tender offer. If the full tender offer was not accepted in accordance with any of the above alternatives, the acquirer may not acquire shares of the company that will increase its holdings to more than 90% of the company s issued and outstanding share capital (or of the applicable class) from shareholders who accepted the tender offer.
+
+ Special Tender Offer
+
+ The Israeli Companies Law provides that an acquisition of shares of an Israeli public company must be made by means of a special tender offer if as a result of the acquisition the purchaser would become a holder of 25% or more of the voting rights in the company. This rule does not apply if there is already another holder of 25% or more of the voting rights in the company. Similarly, the Israeli Companies Law provides that an acquisition of shares in a public company must be made by means of a tender offer if as a result of the acquisition the purchaser would become a holder of more than 45% of the voting rights in the company, if there is no other shareholder of the company who holds more than 45% of the voting rights in the company. These requirements do not apply if the acquisition (i) occurs in the context of a private placement by the company that received shareholder approval, (ii) was from a shareholder holding 25% or more of the voting rights in the company and resulted in the acquirer becoming a holder of 25% or more of the voting rights in the company, or (iii) was from a holder of more than 45% of the voting rights in the company and resulted in the acquirer becoming a holder of more than 45% of the voting rights in the company. A special tender offer may be consummated only if (i) at least 5% of the voting power attached to the company s outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer (excluding controlling shareholders, holders of 25% or more of the voting rights in the company and any person having a personal interest in the acceptance of the tender offer).
+
+ In the event that a special tender offer is made, a company s board of directors is required to express its opinion on the advisability of the offer, or shall abstain from expressing any opinion if it is unable to do so, provided that it gives the reasons for its abstention. An office holder in a company who, in his or her capacity as an office holder, performs an action the purpose of which is to cause the failure of an existing or foreseeable special tender offer or is to impair the chances of its acceptance, is liable to the potential purchaser and shareholders for damages, unless such office holder acted in good faith and had reasonable grounds to believe he or she was acting for the benefit of the company. However, office holders of a company may negotiate with the potential purchaser in order to improve the terms of the special tender offer, and may further negotiate with third parties in order to obtain a competing offer.
+
+ 
+
+ 123
+
+ Table of Contents
+
+ 
+ If a special tender offer is accepted, then shareholders who did not respond to or that had objected the offer may accept the offer within four days of the last day set for the acceptance of the offer.
+
+ In the event that a special tender offer is accepted, then the purchaser or any person or entity controlling it or under common control with the purchaser or such controlling person or entity may not make a subsequent tender offer for the purchase of shares of the target company and may not enter into a merger with the target company for a period of one year from the date of the offer, unless the purchaser or such person or entity undertook to effect such an offer or merger in the initial special tender offer.
+
+ Merger
+
+ The Israeli Companies Law permits merger transactions if approved by each party s board of directors and, unless certain conditions described under the Israeli Companies Law are met, a majority of each party s shareholders voting on the matter. The board of directors of a merging company is required pursuant to the Israeli Companies Law to discuss and determine whether in its opinion there exists a reasonable concern that as a result of a proposed merger, the surviving company will not be able to satisfy its obligations towards its creditors, such determination taking into account the financial status of the merging companies. If the board of directors determines that such a concern exists, it may not approve a proposed merger. Following the approval of the board of directors of each of the merging companies, the boards of directors must jointly prepare a merger proposal for submission to the Israeli Registrar of Companies.
+
+ For purposes of the shareholder vote, unless a court rules otherwise, if one of the merging companies (or any person who holds 25% or more of the outstanding shares or the right to appoint 25% or more of the directors of one of the merging companies) holds shares in the other merging company, the merger will not be deemed approved if a majority of the shares voted at the shareholders meeting by shareholders other than the other party to the merger, or by any person who holds 25% or more of the outstanding shares or the right to appoint 25% or more of the directors of the other party, vote against the merger. In addition, if the non-surviving entity of the merger has more than one class of shares, the merger must be approved by each class of shareholders. If the transaction would have been approved but for the separate approval of each class or the exclusion of the votes of certain shareholders as provided above, a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the value of the parties to the merger and the consideration offered to the shareholders. If a merger is with a company s controlling shareholder or if the controlling shareholder has a personal interest in the merger, then the merger is instead subject to the same special majority approval that governs all extraordinary transactions with controlling shareholders.
+
+ Under the Israeli Companies Law, each merging company must inform its secured creditors of the proposed merger plans. Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations of any of the parties to the merger, and may further give instructions to secure the rights of creditors.
+
+ In addition, a merger may not be completed unless at least 50 days have passed from the date that a proposal for approval of the merger is filed with the Israeli Registrar of Companies and 30 days from the date that shareholder approval of both merging companies is obtained.
+
+ Anti-Takeover Measures
+
+ The Israeli Companies Law allows Arbe to create and issue shares having rights different from those attached to its ordinary shares, including shares providing certain preferred rights with respect to voting, distributions or other matters and shares having preemptive rights. As of the closing of the Business Combination, no preferred shares will be existing under the Restated Arbe. In the future, if Arbe does authorize, create and issue a specific class of preferred shares, such class of shares, depending on the specific rights that may be attached to it, may have the ability to frustrate or prevent a takeover or otherwise prevent Arbe shareholders from realizing a potential premium over the market value of their ordinary shares. The authorization and designation of a class of preferred shares will require an approval by a resolution of the general meeting. The convening of the meeting, the shareholders entitled to participate and the majority vote required to be obtained at such a meeting will be subject to the requirements set forth in the Israeli Companies Law as described above in Voting Rights. In addition, as disclosed under Election of Directors Arbe will have a classified board structure upon closing of the Business Combination, which will limit the ability of any investor or potential investor or group of investors or potential investors to gain control of Arbe s board of directors.
+
+ 
+
+ 124
+
+ Table of Contents
+
+ 
+ DESCRIPTION OF WARRANTS 
+
+ Each Arbe Warrant issued to the holders of ITAC Warrants entitles the holder thereof to purchase one Arbe Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing December 11, 2021. The Arbe Warrants will expire five years after the Effective Time of the Merger at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. 
+
+ Arbe will not be obligated to deliver any Arbe Ordinary Shares pursuant to the exercise of an Arbe Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Arbe Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to Arbe satisfying its obligations described below with respect to registration. No warrant will be exercisable and Arbe will not be obligated to issue Arbe Ordinary Shares unless the Arbe Ordinary Shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will Arbe be required to net cash settle any Arbe Warrant.
+
+ The registration statement of which the proxy statement prospectus relating to ITAC s special meeting at which the Merger was approved was a part registered the Arbe Ordinary Shares issuable upon exercise of the Arbe Warrants issued to the holders of the ITAC Warrants. Arbe is required to maintain a current prospectus relating to those Arbe Ordinary Shares until the Arbe Warrants expire or are redeemed, as specified in the Warrant Agreement. If a registration statement covering the Arbe Ordinary Shares issuable upon exercise of the Arbe Warrants is not effective, warrant holders may, until such time as there is an effective registration statement and during any period when Arbe will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Arbe Ordinary Shares at the time of any exercise of an Arbe Warrant are not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, Arbe will not be required to file or maintain in effect a registration statement, and in the event Arbe does not so elect, Arbe will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 
+
+ Once the warrants become exercisable, Arbe may call the warrants for redemption (excluding the private warrants as described below but including any outstanding warrants issued upon exercise of the unit purchase option issued to Maxim in connection with ITAC s IPO):
+
+ in whole and not in part;
+
+ at a price of $0.01 per warrant;
+
+ upon not less than 30 days prior written notice of redemption (the 30-day redemption period ) to each warrant holder; and
+
+ if, and only if, the reported last sale price of the Arbe Ordinary Shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before Arbe sends the notice of redemption to the warrant holders.
+
+ If and when the warrants become redeemable by Arbe, Arbe may not exercise our redemption right if the issuance of the Arbe Ordinary Shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. Arbe will use its best efforts to register or qualify such Arbe Ordinary Shares under the blue sky laws of the state of residence in those states in which the ITAC warrants were offered by ITAC in its IPO.
+
+ The last of the redemption criterion discussed above is designed to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and Arbe issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the 
+
+ 
+
+ 125
+
+ Table of Contents
+
+ 
+ scheduled redemption date. However, the price of the Arbe Ordinary Shares may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.
+
+ If we call the warrants for redemption as described above, Arbe s management will have the option to require any holder that wishes to exercise its warrant to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, Arbe s management will consider, among other factors, Arbe s cash position, the number of warrants that are outstanding and the dilutive effect on Arbe s stockholders of issuing the maximum number of Arbe Ordinary Shares issuable upon the exercise of the Arbe Warrants. If Arbe s management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of Arbe Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Arbe Ordinary Shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the Arbe Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If Arbe s management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Arbe Ordinary Shares to be received upon exercise of the warrants, including the fair market value in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. If Arbe calls the Arbe warrants for redemption and Arbe s management does not take advantage of this option, the Sponsor and its permitted transferees would still be entitled to exercise their Arbe Warrants issued in respect of their Private ITAC Warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.
+
+ A holder of a warrant may notify Arbe in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person s affiliates), to the warrant agent s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the Arbe Ordinary Shares outstanding immediately after giving effect to such exercise.
+
+ If the number of outstanding Arbe Ordinary Shares is increased by a stock dividend payable in shares of Arbe Ordinary Shares, or by a split-up of shares of Arbe Ordinary Shares or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of Arbe Ordinary Shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding Arbe Ordinary Shares. A rights offering to holders of Arbe Ordinary Shares entitling holders to purchase Arbe Ordinary Shares at a price less than the fair market value will be deemed a stock dividend of a number of Arbe Ordinary Shares equal to the product of (i) the number of Arbe Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Arbe Ordinary Shares) and (ii) one (1) minus the quotient of (x) the price per Arbe Ordinary Share paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Arbe Ordinary Shares, in determining the price payable for Arbe Ordinary Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of the Arbe Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Arbe Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
+
+ In addition, if Arbe, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Arbe Ordinary Shares on account of such Arbe Ordinary Shares (or other shares of Arbe into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Arbe Ordinary Share in respect of such event.
+
+ If the number of outstanding Arbe Ordinary Shares is decreased by a consolidation, combination, reverse stock split or reclassification of Arbe Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of Arbe Ordinary Shares issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares.
+
+ 
+
+ 126
+
+ Table of Contents
+
+ 
+ Whenever the number of Arbe Ordinary Shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Arbe Ordinary Shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of Arbe Ordinary Shares so purchasable immediately thereafter.
+
+ In case of any reclassification or reorganization of the outstanding Arbe Ordinary Shares (other than those described above or that solely affects the par value of such Arbe Ordinary Shares), or in the case of any merger or consolidation of Arbe with or into another corporation (other than a consolidation or merger in which Arbe is the continuing corporation and that does not result in any reclassification or reorganization of Arbe s outstanding ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of Arbe as an entirety or substantially as an entirety in connection with which Arbe is dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Arbe Ordinary Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Arbe Ordinary Shares in such a transaction is payable in the form of ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants in order to determine and realize the option value component of the warrant. This formula is to compensate the warrant holder for the loss of the option value portion of the warrant due to the requirement that the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted market price for an instrument is available.
+
+ The Arbe Warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Arbe, which reflects an assumption and amendment to the warrant agreement between Continental Stock Transfer & Trust Company and ITAC and provides that Arbe assumes the obligations of ITAC under the warrant agreement. You should review a copy of the warrant assumption and amendment agreement, which will be filed as an exhibit to the registration statement of which this proxy statement/prospectus is a part, for a complete description of the terms and conditions applicable to the Arbe Warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of a majority of the then outstanding public warrants to make any change in the warrants.
+
+ The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Arbe Ordinary Shares and any voting rights until they exercise their warrants and receive Arbe Ordinary Shares. After the issuance of Arbe Ordinary Shares upon exercise of the Arbe warrants, each holder will be entitled to one (1) vote for each Arbe Ordinary Share held of record on all matters to be voted on by stockholders.
+
+ In addition, if (x) ITAC issues additional shares of ITAC Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the Merger at a Newly Issued Price of less than $9.20 per share of ITAC Class A Common Stock (with such issue price or effective issue price to be determined in good faith by ITAC s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for 
+
+ 
+
+ 127
+
+ Table of Contents
+
+ 
+ the funding of the Merger on the date of the consummation of the Merger (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
+
+ The Arbe Warrants issued to the holders of the ITAC private warrants (including the Arbe Ordinary Shares issuable upon exercise of such Arbe Warrants) will not be transferable, assignable or salable until 30 days after the completion of the Merger (except, among other as provided with respect to the limitation on transfer of the Founder Shares, to Arbe s officers and directors and other persons or entities affiliated with the Sponsor or the underwriters of ITAC s IPO) and they will not be redeemable by Arbe so long as they are held by the Sponsor, such underwriters or their permitted transferees. The Sponsor, the underwriters and their permitted transferees, have the option to exercise the private placement warrants on a cashless basis. Except as described below, the Arbe Warrants issued in respect of ITAC private warrants have terms and provisions that are identical to those of the Arbe Warrants being issued to holders of the ITAC Public Warrants, including as to exercise price, exercisability and exercise period. Any Arbe Warrants issued in respect of ITAC Warrants, if any, issued in respect of a convertible note issued by ITAC to the Sponsor shall be identical to the Arbe Warrants issued to the holders of ITAC Private Warrants. If the Arbe Warrants issued in respect of e ITAC Private Warrants are held by holders other than the sponsor, the underwriters or their permitted transferees, such Arbe Warrants will be redeemable by Arbe and exercisable by the holders on the same basis as the Arbe warrants issued in respect of the ITAC Public Warrants.
+
+ If holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Arbe Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Arbe Ordinary Shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the Arbe Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.
+
+ In order to finance transaction costs in connection with the Merger, the Sponsor or an affiliate of the Sponsor or certain of ITAC s officers and directors may, but are not obligated to, lend ITAC funds as may be required. Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent warrants at a price of $1.00 per warrant (which, for example, would result in the holders being issued 1,500,000 warrants if $1,500,000 of notes were so converted), at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such working capital loans by our sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. As of the date of this proxy statement/prospectus, no such loans have been made.
+
+ In addition, holders of ITAC s private placement warrants are entitled to certain registration rights, which are assumed by Arbe.
+
+ 
+
+ 128
+
+ Table of Contents
+
+ 
+ CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
+
+ The following discussion summarizes the material U.S. federal income tax consequences to U.S. Holders and Non-U.S. Holders (as defined below) of the ownership and disposition of ordinary shares and Warrants. This discussion applies only to the ordinary shares and Warrants, as the case may be, that are held as capital assets within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the Code ) (generally, property held for investment).
+
+ The following does not purport to be a complete analysis of all potential tax effects arising in connection with the ownership and disposition of ordinary shares and Warrants. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the IRS ), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect the tax consequences discussed below. Arbe has not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS will not take or a court will not sustain a contrary position regarding the tax consequences discussed below.
+
+ This discussion does not address all U.S. federal income tax consequences relevant to a holder s particular circumstances, including the impact of the Medicare contribution tax on net investment income and the alternative minimum tax. In addition, it does not address consequences relevant to holders subject to special rules, including, without limitation:
+
+ banks, insurance companies, and certain other financial institutions;
+
+ regulated investment companies and real estate investment trusts;
+
+ brokers, dealers, or traders in securities;
+
+ traders in securities that elect to mark to market;
+
+ tax-exempt organizations or governmental organizations;
+
+ U.S. expatriates and former citizens or long-term residents of the U.S.;
+
+ persons holding ordinary shares and/or Warrants, as the case may be, as part of a hedge, straddle, constructive sale, or other risk reduction strategy or as part of a conversion transaction or other integrated or similar transaction;
+
+ persons subject to special tax accounting rules as a result of any item of gross income with respect to ordinary shares and/or Warrants, as the case may be, being taken into account in an applicable financial statement;
+
+ persons that actually or constructively own 5% or more (by vote or value) of the outstanding ordinary shares;
+
+ founders, sponsors, officers or directors of ITAC or holders of private placement warrants;
+
+ controlled foreign corporations, passive foreign investment companies, and corporations that accumulate earnings to avoid U.S. federal income tax (and their shareholders);
+
+ S corporations, partnerships, or other entities or arrangements treated as partnerships or other flow-through entities for U.S. federal income tax purposes (and investors therein);
+
+ U.S. Holders having a functional currency other than the U.S. dollar;
+
+ persons who hold or received ordinary shares and/or Warrants, as the case may be, pursuant to the exercise of any employee stock option or otherwise as compensation; and
+
+ tax-qualified retirement plans.
+
+ 
+
+ 129
+
+ Table of Contents
+
+ 
+ If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds ordinary shares and/or Warrants, the tax treatment of an owner of such entity will depend on the status of the owner or participant in the arrangement, the activities of the entity or arrangement, and certain determinations made at the owner or participant level. Accordingly, entities or arrangements treated as partnerships for U.S. federal income tax purposes and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.
+
+ For purposes of this discussion, a U.S. Holder is any beneficial owner of ordinary shares and/or Warrants, as the case may be, that is for U.S. federal income tax purposes:
+
+ an individual who is a citizen or resident of the U.S.;
+
+ a corporation (or other entity taxable as a corporation) created or organized in, or under the laws of, the U.S., any state thereof, or the District of Columbia;
+
+ an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
+
+ a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.
+
+ THE U.S. FEDERAL INCOME TAX TREATMENT OF THE OWNERSHIP AND DISPOSITION OF ORDINARY SHARES AND/OR WARRANTS TO ANY PARTICULAR HOLDER WILL DEPEND ON THE HOLDER S PARTICULAR TAX CIRCUMSTANCES. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES TO YOU, IN LIGHT OF YOUR PARTICULAR INVESTMENT OR TAX CIRCUMSTANCES, OF THE OWNERSHIP AND DISPOSITION OF ORDINARY SHARES AND/OR WARRANTS.
+
+ U.S. Federal Income Tax Treatment of Arbe
+
+ Tax Residence of Arbe for U.S. Federal Income Tax Purposes
+
+ Although Arbe is incorporated and tax resident in Israel, the IRS may assert that it should be treated as a U.S. corporation for U.S. federal income tax purposes pursuant to Section 7874 of the Code. For U.S. federal income tax purposes, a corporation is generally considered a U.S. domestic corporation if it is created or organized in or under the laws of the U.S., any state thereof, or the District of Columbia. Because Arbe is not so created or organized (but is instead incorporated only in Israel), it would generally be classified as a foreign corporation (that is, a corporation other than a U.S. domestic corporation) under these rules. Section 7874 of the Code provides an exception under which a corporation created or organized only under foreign law may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. The Section 7874 rules are complex and require analysis of all relevant facts, and there is limited guidance and significant uncertainties as to their application.
+
+ Under Code Section 7874, a corporation created or organized outside the U.S. (i.e., a foreign corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes when (i) the foreign corporation directly or indirectly acquires substantially all of the assets held directly or indirectly by a U.S. corporation (including the indirect acquisition of assets of the U.S. corporation by acquiring the outstanding shares of the U.S. corporation), (ii) the shareholders of the acquired U.S. corporation hold, by vote or value, at least 80% of the shares of the foreign acquiring corporation after the acquisition by reason of holding shares in the U.S. acquired corporation (the Section 7874 Percentage ), and (iii) the foreign corporation s expanded affiliated group does not have substantial business activities in the foreign corporation s country of creation or organization relative to such expanded affiliated group s worldwide activities (the Substantial Business Activities Exception ). In order to satisfy the Substantial Business Activities Exception, at least 25% of the employees (by headcount and compensation), real and tangible assets, and gross income of the foreign acquiring corporation s expanded affiliated group must be based, incurred, located, and derived, respectively, in the country in which the foreign acquiring corporation is created or organized. The Section 7874 Regulations further provide for a number of special rules that aggregate multiple acquisitions of U.S. corporations for purposes of Code Section 7874 that are made as part of a plan or made over a 36-month period, making it more likely that Code Section 7874 will apply to a foreign acquiring corporation.
+
+ 
+
+ 130
+
+ Table of Contents
+
+ 
+ Arbe indirectly acquired substantially all of the assets of ITAC through the Merger. As a result, Section 7874 of the Code may apply to cause Arbe to be treated as a U.S. corporation for U.S. federal income tax purposes following the Merger depending on whether the Section 7874 Percentage equals or exceeds 80%, subject to the applicability of the Substantial Business Activities Exception.
+
+ Based upon the terms of the Merger, the rules for determining share ownership under Code Section 7874 and the Section 7874 Regulations, and certain factual assumptions, ITAC and Arbe currently expect that the Section 7874 Percentage of ITAC stockholders in Arbe should be less than 80% after the Merger. Accordingly, Arbe is not expected to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. The calculation of the Section 7874 Percentage is complex, is subject to detailed regulations (the application of which is uncertain in various respects and could be impacted by changes in U.S. tax laws and regulations with possible retroactive effect), and is subject to certain factual uncertainties. Moreover, former holders of ITAC Common Stock may be deemed to own an amount of ordinary shares in respect to certain redemptions by former holders of ITAC Common Stock prior to the Merger for purposes of determining the ownership percentage of former holders of ITAC Common Stock under Section 7874 of the Code. Accordingly, there can be no assurance that the IRS will not challenge the status of Arbe as a foreign corporation under Code Section 7874 or that such challenge would not be sustained by a court.
+
+ If the IRS were to successfully challenge under Code Section 7874 Arbe s status as a foreign corporation for U.S. federal income tax purposes, Arbe and certain Arbe shareholders could be subject to significant adverse tax consequences, including a higher effective corporate income tax rate on Arbe and future withholding taxes on certain Arbe shareholders. In particular, holders of ordinary shares and/or Warrants would be treated as holders of stock and warrants of a U.S. corporation.
+
+ However, even if the Section 7874 Percentage was such that Arbe were still respected as a foreign corporation under Code Section 7874, Arbe may be limited in using its equity to engage in future acquisitions of U.S. corporations over a 36-month period following the Merger. If Arbe were to be treated as acquiring substantially all of the assets of a U.S. corporation within a 36-month period after the Merger, the Section 7874 Regulations would exclude certain shares of Arbe attributable to the Merger for purposes of determining the Section 7874 Percentage of that subsequent acquisition, making it more likely that Code Section 7874 would apply to such subsequent acquisition.
+
+ The remainder of this discussion assumes that Arbe will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code.
+
+ Utilization of ITAC s Tax Attributes and Certain Other Adverse Tax Consequences to Arbe and Arbe s Shareholders.
+
+ Following the acquisition of a U.S. corporation by a foreign corporation, Code Section 7874 can limit the ability of the acquired U.S. corporation and its U.S. affiliates to use U.S. tax attributes (including net operating losses and certain tax credits) to offset U.S. taxable income resulting from certain transactions, as well as result in certain other adverse tax consequences, even if the acquiring foreign corporation is respected as a foreign corporation for purposes of Code Section 7874. Specifically, Code Section 7874 can apply in this manner if (i) the foreign corporation acquires, directly or indirectly, substantially all of the properties held directly or indirectly by a U.S. corporation, (ii) after the acquisition, the former shareholders of the acquired U.S. corporation hold at least 60% (by either vote or value) but less than 80% (by vote and value) of the shares of the foreign acquiring corporation by reason of holding shares in the acquired U.S. corporation, and (iii) the foreign corporation s expanded affiliated group does not meet the Substantial Business Activities Exception.
+
+ Based upon the terms of the Merger, the rules for determining share ownership under Section 7874 of the Code and the Section 7874 Regulations, and certain factual assumptions, ITAC and Arbe currently expect that the Section 7874 Percentage should be less than 60% after the Merger. Accordingly, the limitations and other rules described above are not expected to apply to Arbe or ITAC after the Merger.
+
+ If the Section 7874 Percentage applicable to the Merger is at least 60% but less than 80%, Arbe and certain of Arbe s shareholders may be subject to adverse tax consequences including, but not limited to, restrictions on the use of tax attributes with respect to inversion gain recognized over a 10-year period following the transaction, disqualification of dividends paid from preferential qualified dividend income rates, and the requirement that any U.S. corporation owned by Arbe include as base erosion payments that may be subject to a minimum U.S. federal 
+
+ 
+
+ 131
+
+ Table of Contents
+
+ 
+ income tax any amounts treated as reductions in gross income paid to certain related foreign persons. Furthermore, certain disqualified individuals (including officers and directors of a U.S. corporation) may be subject to an excise tax on certain stock-based compensation at a rate of 20%. However, as a blank check company whose assets are primarily comprised of cash and cash equivalents, it is not expected that ITAC will have a significant amount of inversion gain as a result of the Merger.
+
+ The determination that the Section 7874 Percentage should be less than 60% after the Merger is subject to detailed regulations (the application of which is uncertain in various respects and would be impacted by future changes in tax laws and regulations, with possible retroactive effect) and is subject to certain factual uncertainties. There can be no assurance that the IRS will not challenge whether Arbe is subject to the above rules or that such a challenge would not be sustained by a court. If the IRS successfully applied these rules to Arbe, significant adverse tax consequences could result for Arbe and for certain Arbe shareholders, including a higher effective corporate tax rate on Arbe U.S. Holders.
+
+ U.S. Federal Income Tax Consequences of the Ownership and Disposition of ordinary shares and Warrants to U.S. Holders
+
+ Distributions on ordinary shares
+
+ If Arbe makes distributions of cash or property on the ordinary shares, such distributions will be treated first as a dividend to the extent of Arbe s current and accumulated earnings and profits (as determined for U.S. federal income tax purposes), and then as a tax-free return of capital to the extent of the U.S. Holder s tax basis, with any excess treated as gain from the sale or exchange of the shares. The amount of any such distribution will include any amounts withheld by Arbe (or another applicable withholding agent). If Arbe does not provide calculations of its earnings and profits under U.S. federal income tax principles, a U.S. Holder should expect all cash distributions to be reported as dividends for U.S. federal income tax purposes. Any dividend will not be eligible for the dividends received deduction allowed to corporations in respect of dividends received from U.S. corporations.
+
+ Subject to the discussions above under Utilization of ITAC s Tax Attributes and Certain Other Adverse Tax Consequences to Arbe and Arbe s Shareholders and below under Passive Foreign Investment Company Rules, dividends received by certain non-corporate U.S. Holders (including individuals) may be qualified dividend income, which is taxed at the lower applicable capital gains rate, provided that:
+
+ either (a) the shares are readily tradable on an established securities market in the U.S. or (b) Arbe is eligible for the benefits of a qualifying income tax treaty with the U.S. that includes an exchange of information program;
+
+ Arbe is neither a PFIC (as discussed below under below under Passive Foreign Investment Company Rules ) nor treated as such with respect to the U.S. Holder for Arbe s taxable year in which the dividend is paid or the preceding taxable year;
+
+ the U.S. Holder satisfies certain holding period requirements;
+
+ the U.S. Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property; and
+
+ the taxpayer does not take the dividends into account as investment income under Code Section 163(d)(4)(B).
+
+ There can be no assurances that Arbe will be eligible for benefits of an applicable comprehensive income tax treaty between the U.S. and Israel. In addition, there also can be no assurance that ordinary shares will be considered readily tradable on an established securities market in accordance with applicable legal authorities. Furthermore, Arbe will not constitute a qualified foreign corporation for purposes of these rules if it is a PFIC for the taxable year in which it pays a dividend or for the preceding taxable year. See Passive Foreign Investment Company Rules. U.S. Holders should consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to ordinary shares.
+
+ 
+
+ 132
+
+ Table of Contents
+
+ 
+ The amount of any dividend distribution paid in foreign currency will be the U.S. dollar amount calculated by reference to the applicable exchange rate in effect on the date of actual or constructive receipt, regardless of whether the payment is in fact converted into U.S. dollars at that time. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.
+
+ Subject to certain exceptions, dividends on ordinary shares will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by a fraction, the numerator of which is the reduced rate applicable to qualified dividend income and the denominator of which is the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by Arbe with respect to the ordinary shares generally will constitute passive category income but could, in the case of certain U.S. Holders, constitute general category income . The rules governing foreign tax credits are complex and U.S. Holders are urged to consult their tax advisors regarding the creditability of foreign taxes in their particular circumstances. In lieu of claiming a foreign tax credit, a U.S. Holder may, in certain circumstances, deduct foreign taxes in computing the holder s taxable income, subject to generally applicable limitations under U.S. law. Generally, an election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued in the taxable year.
+
+ Sale, Exchange, Redemption or Other Taxable Disposition of ordinary shares and Warrants
+
+ Subject to the discussion below under Passive Foreign Investment Company Rules, a U.S. Holder generally will recognize gain or loss on any sale, exchange, redemption or other taxable disposition of ordinary shares or Warrants in an amount equal to the difference between (i) the amount realized on the disposition and (ii) such U.S. Holder s adjusted tax basis in such shares and/or warrants. Any gain or loss recognized by a U.S. Holder on a taxable disposition of ordinary shares or Warrants generally will be capital gain or loss. A non-corporate U.S. Holder, including an individual, who has held the ordinary shares and/or Warrants for more than one year generally will be eligible for reduced tax rates for such long-term capital gains. The deductibility of capital losses is subject to limitations.
+
+ Any such gain or loss recognized generally will be treated as U.S. source income or loss. Accordingly, in the event any Israeli tax (including withholding tax) is imposed upon such sale or other disposition, a U.S. Holder may not be able to utilize foreign tax credits unless such holder has foreign source income or gain in the same category from other sources. Moreover, there are special rules under the income tax treaty between the U.S. and Israel (the Treaty ), which may impact a U.S. Holder s ability to claim a foreign tax credit. U.S. Holders are urged to consult their tax advisor regarding the ability to claim a foreign tax credit and the application of the Treaty to such U.S. Holder s particular circumstances.
+
+ Exercise, Lapse, or Redemption of a Warrant
+
+ Subject to the PFIC rules discussed below, a U.S. Holder generally will not recognize gain or loss upon the acquisition of an ordinary share on the exercise of a Warrant for cash. A U.S. Holder s tax basis in an ordinary shares received upon exercise of the Warrant generally should be an amount equal to the sum of the U.S. Holder s tax basis in the Warrant exchanged therefor (assuming the Merger is not a taxable transaction) and the exercise price. The U.S. Holder s holding period for an ordinary share received upon exercise of the Warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the Warrant and will not include the period during which the U.S. Holder held the Warrant. If a Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder s tax basis in the Warrant.
+
+ The tax consequences of a cashless exercise of a Warrant are not clear under current tax law. Subject to the PFIC rules discussed below, a cashless exercise may be tax-deferred, either because the exercise is not a gain realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-deferred situation, a U.S. Holder s basis in the ordinary shares received generally would equal the U.S. Holder s basis in the Warrants exercised therefor. If the cashless exercise is not treated as a gain realization event, a U.S. Holder s holding period in the ordinary shares would be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the Warrants and will not include the period during which the U.S. Holder held the Warrants. If the cashless exercise were treated as a recapitalization, the holding period of the ordinary shares would include the holding period of the Warrants exercised therefor.
+
+ 
+
+ 133
+
+ Table of Contents
+
+ 
+ It is also possible that a cashless exercise of a Warrant could be treated in part as a taxable exchange in which gain or loss would be recognized in the manner set forth above under Sale, Exchange, Redemption or Other Taxable Disposition of ordinary shares and Warrants. In such event, a U.S. Holder could be deemed to have surrendered warrants equal to the number of ordinary shares having an aggregate fair market value equal to the exercise price for the total number of warrants to be exercised. Subject to the PFIC rules discussed below, the U.S. Holder would recognize capital gain or loss with respect to the Warrants deemed surrendered in an amount generally equal to the difference between (i) the fair market value of the ordinary shares that would have been received in a regular exercise of the Warrants deemed surrendered, net of the aggregate exercise price of such Warrants and (ii) the U.S. Holder s tax basis in such Warrants. In this case, a U.S. Holder s aggregate tax basis in the ordinary shares received would equal the sum of (i) U.S. Holder s tax basis in the Warrants deemed exercised and (ii) the aggregate exercise price of such Warrants. A U.S. Holder s holding period for the ordinary shares received in such case generally would commence on the date following the date of exercise (or possibly the date of exercise) of the Warrants and will not include the period during which the U.S. Holder held the Warrants.
+
+ Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of warrants, including when a U.S. Holder s holding period would commence with respect to the ordinary share received, there can be no assurance regarding which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise of Warrants.
+
+ Subject to the PFIC rules described below, if Arbe redeems Warrants for cash pursuant to the redemption provisions described in the section of this prospectus entitled Description of Securities Description of Warrants or if Arbe purchases Warrants in an open market transaction, such redemption or purchase generally will be treated as a taxable disposition to the U.S. Holder, taxed as described above under Sale, Exchange, Redemption or Other Taxable Disposition of ordinary shares and Warrants. 
+
+ Possible Constructive Distributions
+
+ The terms of each Warrant provide for an adjustment to the number of ordinary shares for which the Warrant may be exercised or to the exercise price of the Warrant in certain events, as discussed in the section of this registration statement captioned Description of Warrants. An adjustment which has the effect of preventing dilution generally is not taxable. A U.S. Holder of a Warrant would, however, be treated as receiving a constructive distribution from Arbe if, for example, the adjustment increases the holder s proportionate interest in Arbe s assets or earnings and profits (for instance, through an increase in the number of ordinary shares that would be obtained upon exercise of such warrant) as a result of a distribution of cash or other property such as other securities to the holders of the ordinary shares which is taxable to the U.S. Holders of such shares as described under Distributions on ordinary shares above. Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. Holder of such Warrant received a cash distribution from Arbe equal to the fair market value of such increase in interest.
+
+ Passive Foreign Investment Company Rules
+
+ The treatment of U.S. Holders of the ordinary shares and Warrants could be materially different from that described above, if Arbe is treated as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. An entity treated as a foreign corporation for U.S. federal income tax purposes generally will be a PFIC for U.S. federal income tax purposes for any taxable year if either:
+
+ at least 75% of its gross income for such year is passive income (such as interest, dividends, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of assets giving rise to passive income); or
+
+ at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income.
+
+ For this purpose, Arbe will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other entity treated as a corporation for U.S. federal income tax purposes in which Arbe own, directly or indirectly, 25% or more (by value) of the stock.
+
+ 
+
+ 134
+
+ Table of Contents
+
+ 
+ Based on the current and anticipated composition of the income, assets and operations of Arbe and its subsidiaries, there is a substantial risk that Arbe will be a PFIC for U.S. federal income tax purposes for 2021, and Arbe may be a PFIC for U.S. federal income tax purposes for future taxable years.
+
+ Nevertheless, whether Arbe is treated as a PFIC is determined on an annual basis. The determination of whether a non-U.S. corporation is a PFIC is a factual determination that depends on, among other things, the composition of Arbe s income and assets, and the market value of its shares and assets, including the composition of income and assets and the market value of shares and assets of its subsidiaries, from time to time, and thus the determination can only be made annually after the close of each taxable year. Thus, no assurance can be given as to whether Arbe will be a PFIC in 2021 or for any future taxable year. In addition, Arbe s U.S. counsel expresses no opinion with respect to Arbe s PFIC status for 2021 or future taxable years.
+
+ Under the PFIC rules, if Arbe were considered a PFIC at any time that a U.S. Holder owns ordinary shares or Warrants, Arbe would generally continue to be treated as a PFIC with respect to such holder in a particular year unless (i) Arbe has ceased to be a PFIC and (ii) (a) the U.S. Holder has made a valid QEF election (as described below) for the first taxable year in which the holder owned such holder s ordinary shares in which Arbe was a PFIC, (b) a valid mark-to-market election (as described below) is in effect for the particular year, or (c) the U.S. Holder has made a deemed sale election under the PFIC rules. If such a deemed sale election is made, a U.S. Holder will be deemed to have sold its ordinary shares at their fair market value on the last day of the last taxable year in which Arbe is classified as a PFIC, and any gain from such deemed sale would be subject to the consequences described below. After the deemed sale election, the ordinary shares with respect to which the deemed sale election was made will not be treated as shares in a PFIC unless Arbe subsequently becomes a PFIC.
+
+ For each taxable year that Arbe is treated as a PFIC with respect to a U.S. Holder s ordinary shares or Warrants, the U.S. Holder will be subject to special tax rules with respect to any excess distribution (as defined below) received and any gain realized from a sale or disposition (including a pledge of ordinary shares and under proposed regulations transfers of Warrants and certain transfers of ordinary shares that would otherwise qualify as nonrecognition transactions for U.S. federal income tax purposes) of its ordinary shares or Warrants (collectively the excess distribution rules ), unless, with respect to the ordinary shares, the U.S. Holder makes a valid QEF or mark-to-market election as discussed below. Generally, distributions received by a U.S. Holder in a taxable year that are greater than 125% of the average annual distributions received by such U.S. Holder during the shorter of the three preceding taxable years or the portion of such U.S. Holder s holding period for the ordinary shares or Warrants that preceded the taxable year of the distribution will be treated as excess distributions. Under these special tax rules:
+
+ the excess distribution or gain will be allocated ratably over the U.S. Holder s holding period for the ordinary shares or Warrants;
+
+ the amount allocated to the U.S. Holder s taxable year in which the U.S. Holder recognized the gain or received the excess distribution or to the period in the U.S. Holder s holding period before the first day of Arbe s first taxable year in which Arbe is a PFIC, will be treated as ordinary income; and
+
+ the amount allocated to each other taxable year (or portions thereof) of the U.S. Holder and included in such holder s holding period will be subject to the highest tax rate in effect for individuals or corporations, as applicable, for each such year without regard to the U.S. Holder s other items of income and loss for such year; and
+
+ the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the resulting tax attributable to each such year.
+
+ Under the excess distribution rules, the tax liability for amounts allocated to taxable years prior to the year of disposition or excess distribution cannot be offset by any net operating losses, and gains (but not losses) realized on the sale of the ordinary shares or Warrants cannot be treated as capital gains, even though the U.S. Holder holds the ordinary shares or Warrants as capital assets.
+
+ Certain of the PFIC rules may impact U.S. Holders with respect to equity interests in subsidiaries and other entities which Arbe may hold, directly or indirectly, that are PFICs (collectively, Lower-Tier PFICs ). There can be no assurance, however, that Arbe does not own, or will not in the future acquire, an interest in a subsidiary or other entity that is or would be treated as a Lower-Tier PFIC. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to any of Arbe s subsidiaries.
+
+ 
+
+ 135
+
+ Table of Contents
+
+ 
+ If Arbe is a PFIC, a U.S. Holder of shares in Arbe may avoid taxation under the excess distribution rules described above in respect to the ordinary shares by making a timely and valid qualified electing fund ( QEF ) election (if eligible to do so). However, a U.S. Holder may make a QEF election with respect to its ordinary shares only if Arbe provides U.S. Holders on an annual basis with certain financial information specified under applicable U.S. Treasury regulations, including the information provided in a PFIC Annual Information Statement. There can be no assurance, however, that Arbe will have timely knowledge of its status as a PFIC in the future or that Arbe will timely provide such information for such years. The failure to provide such information on an annual basis could prevent a U.S. Holder from making a QEF election or result in the invalidation or termination of a U.S. Holder s prior QEF election.
+
+ A U.S. Holder that makes a QEF election with respect to its ordinary shares would generally be required to include in income for each year that Arbe is treated as a PFIC the U.S. Holder s pro rata share of Arbe s ordinary earnings for the year (which would be subject to tax as ordinary income) and net capital gains for the year (which would be subject to tax at the rates applicable to long-term capital gains), without regard to the amount of any distributions made in respect of the ordinary shares. Any net deficits or net capital losses of Arbe for a taxable year, however, would not be passed through and included on the tax return of the U.S. Holder. A U.S. Holder s basis in the ordinary shares would be increased by the amount of income inclusions under the QEF rules. Dividends actually paid on the ordinary shares generally would not be subject to U.S. federal income tax to the extent of prior income inclusions and would reduce the U.S. Holder s basis in the ordinary shares by a corresponding amount. If Arbe owns any interests in a Lower-Tier PFIC, a U.S. Holder generally must make a separate QEF election for each Lower-Tier PFIC, subject to Arbe s providing the relevant tax information for each Lower-Tier PFIC on an annual basis. There can be no assurance that Arbe will have timely knowledge of the status of any such Lower-Tier PFIC. In addition, Arbe may not hold a controlling interest in any such Lower-Tier PFIC and thus there can be no assurance Arbe will be able to cause the Lower-Tier PFIC to provide such required information.
+
+ If a U.S. Holder does not make a QEF election effective from the first taxable year of a U.S. Holder s holding period for the ordinary shares in which Arbe is a PFIC (or a mark-to-market election, as discussed below), then the U.S. Holder generally will remain subject to the excess distribution rules. A U.S. Holder that first makes a QEF election in a later year may avoid the continued application of the excess distribution rules to its ordinary shares by making a deemed sale election. In that case, the U.S. Holder will be deemed to have sold the ordinary shares at their fair market value on the first day of the taxable year in which the QEF election becomes effective, and any gain from such deemed sale would be subject to the excess distribution rules described above. As a result of the deemed sale election, the U.S. Holder will have additional basis (to the extent of any gain recognized on the deemed sale) and, solely for purposes of the PFIC rules, a new holding period in the ordinary shares.
+
+ It is not entirely clear how various aspects of the PFIC rules apply to the warrants. However, a U.S. Holder may not make a QEF election with respect to its Warrants. As a result, if a U.S. Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants) and Arbe was a PFIC at any time during the U.S. Holder s holding period of such warrants, any gain recognized generally will be treated as an excess distribution, taxed as described above.
+
+ If a U.S. Holder that exercises such warrants properly makes and maintains a QEF election with respect to the newly acquired ordinary shares (or has previously made a QEF election with respect to the ordinary shares), the QEF election will apply to the newly acquired ordinary shares. Notwithstanding such QEF election, the rules relating to excess distributions discussed above, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired ordinary shares (which under proposed regulations will be deemed to have a holding period for purposes of the PFIC rules that includes the period the U.S. Holder held the Warrants), unless the U.S. Holder makes a deemed sale election under the PFIC rules. U.S. Holders are urged to consult their tax advisors as to the application of the rules governing deemed sale elections to their particular circumstances.
+
+ The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder that is eligible to make a QEF election with respect to its ordinary shares generally may do so by providing the appropriate information to the IRS in the U.S. Holder s timely filed tax return for the year in which the election becomes effective. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.
+
+ 
+
+ 136
+
+ Table of Contents
+
+ 
+ U.S. Holders should consult their tax advisors as to the availability and desirability of a QEF election.
+
+ Alternatively, if Arbe is a PFIC and ordinary shares constitute marketable stock (as defined below), a U.S. Holder may make a mark-to-market election for such holder s ordinary shares with respect to such shares for the first taxable year in which it holds (or is deemed to hold) ordinary shares and each subsequent taxable year to elect out of the excess distribution rules discussed above. If a U.S. Holder makes a mark-to-market election with respect to its ordinary shares, such U.S. Holder generally will include in income for each year that Arbe is treated as a PFIC with respect to such ordinary shares an amount equal to the excess, if any, of the fair market value of the ordinary shares as of the close of the U.S. Holder s taxable year over the adjusted basis in the ordinary shares. A U.S. Holder will be allowed a deduction for the excess, if any, of the adjusted basis of the ordinary shares over their fair market value as of the close of the taxable year. However, deductions will be allowed only to the extent of any net mark-to-market gains on the ordinary shares included in the U.S. Holder s income for prior taxable years. Amounts included in income under a mark-to-market election, as well as gain on the actual sale or other disposition of the ordinary shares, will be treated as ordinary income. Ordinary loss treatment will also apply to the deductible portion of any mark-to-market loss on the ordinary shares, as well as to any loss realized on the actual sale or disposition of the ordinary shares, to the extent the amount of such loss does not exceed the net mark-to-market gains for such ordinary shares previously included in income. A U.S. Holder s basis in the ordinary shares will be adjusted to reflect any mark-to-market gain or loss. If a U.S. Holder makes a mark-to-market election, any distributions Arbe makes would generally be subject to the rules discussed above under Distributions on ordinary shares, except the lower rates applicable to qualified dividend income would not apply. Currently, U.S. Holders of Warrants will not be able to make a mark-to-market election with respect to their Warrants.
+
+ The mark-to-market election is available only for marketable stock, which is stock that is regularly traded on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations. The ordinary shares, which are expected to be listed on Nasdaq, are expected to qualify as marketable stock for purposes of the PFIC rules, but there can be no assurance that ordinary shares will be regularly traded for purposes of these rules. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless ordinary shares cease to qualify as marketable stock for purposes of the PFIC rules or the IRS consents to the revocation of the election. Because a mark-to-market election cannot be made for equity interests in any Lower-Tier PFICs, a U.S. Holder that does not make the applicable QEF elections generally will continue to be subject to the excess distribution rules with respect to its indirect interest in any Lower-Tier PFICs as described above, even if a mark-to-market election is made for ordinary shares.
+
+ If a U.S. Holder does not make a mark-to-market election (or a QEF election, as discussed above) effective from the first taxable year of a U.S. Holder s holding period for the ordinary shares in which Arbe is a PFIC, then the U.S. Holder generally will remain subject to the excess distribution rules. A U.S. Holder that first makes a mark-to-market election with respect to the ordinary shares in a later year will continue to be subject to the excess distribution rules during the taxable year for which the mark-to-market election becomes effective, including with respect to any mark-to-market gain recognized at the end of that year. In subsequent years for which a valid mark-to-mark election remains in effect, the excess distribution rules generally will not apply. A U.S. Holder that is eligible to make a mark-to-market with respect to such holder s ordinary shares may do so by providing the appropriate information on IRS Form 8621 and timely filing that form with the U.S. Holder s tax return for the year in which the election becomes effective.
+
+ U.S. Holders should consult their tax advisors as to the availability and desirability of a mark-to-market election, as well as the impact of such election on interests in any Lower-Tier PFICs.
+
+ A U.S. Holder of a PFIC may be required to file an IRS Form 8621 on an annual basis and to provide such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations applicable to such U.S. Holder until such required information is furnished to the IRS. U.S. Holders should consult their tax advisors regarding any reporting requirements that may apply to them if Arbe is a PFIC.
+
+ The rules dealing with PFICs and with the QEF, deemed sale, and mark-to-market elections are very complex and are affected by various factors in addition to those described above. U.S. Holders are strongly encouraged to consult their tax advisors regarding the application of the PFIC rules to their particular circumstances.
+
+ 
+
+ 137
+
+ Table of Contents
+
+ 
+ Non-U.S. Holders
+
+ The section applies to Non-U.S. Holders of ordinary shares and Warrants. For purposes of this discussion, a Non-U.S. Holder means a beneficial owner (other than a partnership or an entity or arrangement so characterized for U.S. federal income tax purposes) of ordinary shares or Warrants that is for U.S. federal income tax purposes not a U.S. Holder, including:
+
+ a nonresident alien individual, other than certain former citizens and residents of the U.S. subject to U.S. tax as expatriates;
+
+ a foreign corporation; or
+
+ a foreign estate or trust;
+
+ but generally does not include a beneficial owner who has been or is engaged in the conduct of a trade or business within the U.S. or an individual who is present in the U.S. for 183 days or more in the taxable year of the disposition of ordinary shares or Warrants (except to the extent discussed below). If you are such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of exercising redemption rights with respect to ITAC Common Stock or the ownership and disposition of ordinary shares or Warrants.
+
+ U.S. Federal Income Tax Consequences of the Ownership and Disposition of ordinary shares and Warrants to Non-U.S. Holders
+
+ Subject to the discussion below concerning backup withholding, any (i) dividends of cash or property (including constructive distributions treated as dividends as further described under the heading U.S. Holders U.S. Federal Income Tax Consequences of the Ownership and Disposition of ordinary shares and Warrants to U.S. Holders Possible Constructive Distributions ) paid or deemed paid to a Non-U.S. Holder in respect of ordinary shares or (ii) gain realized upon the sale or other taxable disposition of ordinary shares and/or Warrants by a Non-U.S. Holder generally will not be subject to U.S. federal income taxation or withholding tax unless:
+
+ the gain or dividend is effectively connected with the Non-U.S. Holder s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment or a fixed base in the United States to which such gain is attributable); or
+
+ in the case of any gain, the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met.
+
+ Gain or distributions described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.
+
+ Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.
+
+ The U.S. federal income tax treatment of a Non-U.S. Holder s exercise of a Warrant, or the lapse of a Warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a Warrant by a U.S. Holder, as described under U.S. Holders U.S. Federal Income Tax Consequences of the Ownership and Disposition of ordinary shares and Warrants to U.S. Holders Exercise, Lapse or Redemption of a Warrant above, although to the extent a cashless exercise or lapse results in a taxable exchange, the consequences would be similar to those described in the preceding paragraphs above for a Non-U.S. Holder s gain on the sale or other disposition of the ordinary shares and Warrants.
+
+ The characterization for U.S. federal income tax purposes of the redemption of the Non-U.S. Holder s Warrants generally will correspond to the U.S. federal income tax treatment of such a redemption of a U.S. Holder s warrants, as described under U.S. Holders U.S. Federal Income Tax Consequences of the Ownership and Disposition of ordinary shares and Warrants to U.S. Holders Exercise, Lapse or Redemption of a Warrant above, and the 
+
+ 
+
+ 138
+
+ Table of Contents
+
+ 
+ consequences of the redemption to the Non-U.S. Holder will be as described in the first paragraph above under the heading U.S. Federal Income Tax Consequences of the Ownership and Disposition of ordinary shares and Warrants to Non-U.S. Holders based on such characterization.
+
+ Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.
+
+ Information Reporting and Backup Withholding
+
+ Information reporting requirements may apply to dividends received by U.S. Holders of ordinary shares, and the proceeds received on the disposition of ordinary shares effected within the U.S. (and, in certain cases, outside the U.S.), in each case other than U.S. Holders that are exempt recipients (such as corporations). Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent of the U.S. Holder s broker) or is otherwise subject to backup withholding. Any redemptions treated as dividend payments with respect to ordinary shares and proceeds from the sale, exchange, redemption or other disposition of ordinary shares may be subject to information reporting to the IRS and possible U.S. backup withholding. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.
+
+ Information returns may be required to be filed with the IRS in connection with, and Non-U.S. Holders may be subject to backup withholding on amounts received in respect of, a Non-U.S. Holder s disposition of their ordinary shares, unless the Non-U.S. Holder furnishes to the applicable withholding agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI, as applicable, or the Non-U.S. Holder otherwise establishes an exemption. Dividends paid with respect to ordinary shares and proceeds from the sale of other disposition of ordinary shares received in the U.S. by a Non-U.S. Holder through certain U.S.-related financial intermediaries may be subject to information reporting and backup withholding unless such Non-U.S. Holder provides proof of an applicable exemption or complies with certain certification procedures described above, and otherwise complies with the applicable requirements of the backup withholding rules.
+
+ Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against the taxpayer s U.S. federal income tax liability, and a taxpayer may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information.
+
+ THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE TO YOU DEPENDING UPON YOUR PARTICULAR SITUATION. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO YOU OF THE OWNERSHIP AND DISPOSITION OF ORDINARY SHARES AND WARRANTS, AS APPLICABLE, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND TAX TREATIES AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.
+
+ 
+
+ 139
+
+ Table of Contents
+
+ 
+ MATERIAL ISRAELI TAX CONSIDERATIONS
+
+ The following description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership, and disposition of the Arbe ordinary shares. You should consult your own tax advisor concerning the tax consequences of your situation, as well as any tax consequences that may arise under the laws of any state, local, foreign or other taxing jurisdiction.
+
+ Israeli tax considerations
+
+ The following is a brief summary of certain material Israeli tax laws applicable to Arbe, and certain Israeli Government programs that may benefit Arbe. This section also contains a discussion of certain material Israeli tax consequences concerning the ownership and disposition of Arbe ordinary shares purchased by investors. This summary does not discuss all the aspects of Israeli tax law that may be relevant to a particular investor in light of his or her personal investment circumstances or to some types of investors subject to special treatment under Israeli law. Examples of such investors include residents of Israel or traders in securities who are subject to special tax regimes not covered in this discussion. To the extent that the discussion is based on tax legislation that has not yet been subject to judicial or administrative interpretation, Arbe cannot assure you that the appropriate tax authorities or the courts will accept the views expressed in this discussion. The discussion below is not intended, and should not be construed, as legal or professional tax advice and is not exhaustive of all possible tax considerations. The discussion is subject to change, including due to amendments under Israeli law or changes to the applicable judicial or administrative interpretations of Israeli law, which change could affect the tax consequences described below, possibly with a retroactive effect.
+
+ THEREFORE, YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS AS TO THE ISRAELI OR OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES, INCLUDING, IN PARTICULAR, THE EFFECT OF ANY FOREIGN, STATE OR LOCAL TAXES.
+
+ General corporate tax structure in Israel
+
+ Israeli companies are generally subject to corporate tax at a flat rate. In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years) which reduced the corporate income tax rate from 25% to 24% effective from January 1, 2017, and to 23% effective from January 1, 2018 and thereafter. However, the effective tax rate payable by a company that derives income from an Approved Enterprise, a Preferred Enterprise, a Benefited Enterprise or a Technological Enterprise (as discussed below) may be considerably less. Capital gains derived by an Israeli company are generally subject to corporate tax rate.
+
+ Law for the Encouragement of Industry (Taxes), 5729-1969
+
+ The Law for the Encouragement of Industry (Taxes), 5729-1969, generally referred to as the Industry Encouragement Law, provides several tax benefits for Industrial Companies. Arbe may qualify as an Industrial Company within the meaning of the Industry Encouragement Law.
+
+ The Industry Encouragement Law defines an Industrial Company as an Israeli resident-company, of which 90% or more of its income in any tax year, other than income from certain government loans, capital gains, interest and dividends, is derived from an Industrial Enterprise owned by it and located in Israel or in the Area , in accordance with the definition under section 3A of the Israeli Income Tax Ordinance (New Version) 1961, or the Ordinance. An Industrial Enterprise is defined as an enterprise whose principal activity in a given tax year is industrial production.
+
+ Following are the main tax benefits available to Industrial Companies:
+
+ Amortization of the cost of purchased patent, rights to use a patent and know-how, which are used for the development or advancement of the Industrial Enterprise, over an eight-year period, commencing on the year in which such rights were first exercised;
+
+ Under limited conditions, an election to file consolidated tax returns with controlled Israeli Industrial Companies;
+
+ Expenses related to a public offering are deductible in equal amounts over three years commencing on the year of the offering.
+
+ Eligibility for benefits under the Industry Encouragement Law is not contingent upon approval of any governmental authority.
+
+ 
+
+ 140
+
+ Table of Contents
+
+ 
+ Tax benefits and grants for research and development
+
+ Israeli tax law allows, under certain conditions, a tax deduction for expenditures related to research and development, including capital expenditures, for the year in which such expenditures are incurred. Expenditures are deemed related to scientific research and development projects, if:
+
+ The expenditures are approved by the relevant Israeli government ministry, determined by the field of research;
+
+ The research and development must be for the promotion of the company; and
+
+ The research and development are carried out by or on behalf of the company seeking such tax deduction.
+
+ The amount of such deductible expenses is reduced by the sum of any funds received through government grants for the finance of such scientific research and development projects. No deduction under these research and development deduction rules is allowed if such deduction is related to an expense invested in an asset depreciable under the general depreciation rules of the Israeli Income Tax Ordinance (New Version) 5721-1961, or the Ordinance. Expenditures that are unqualified under the conditions above are deductible in equal amounts over three years.
+
+ From time to time we may apply to the Israel Innovation Authority for approval to allow a tax deduction for all or most of research and development expenses during the year incurred. There can be no assurance that such application will be accepted. If we will not be able to deduct research and development expenses during the year of the payment, we may be able to deduct research and development expenses in equal amounts over a period of three years commencing in the year of the payment of such expenses.
+
+ Law for the Encouragement of Capital Investments, 5719-1959
+
+ The Law for the Encouragement of Capital Investments, 5719-1959, generally referred to as the Investment Law, provides certain incentives for capital investments in production facilities (or other eligible assets). Generally, an investment program that is implemented in accordance with the provisions of the Investment Law, referred to as an Approved Enterprise, a Beneficiary Enterprise, a Preferred Enterprise, a Preferred Technological Enterprise, or a Special Preferred Technological Enterprise, is entitled to benefits as discussed below. These benefits may include cash grants from the Israeli government and tax benefits, based upon, among other things, the geographic location of the facility in which the investment is made in Israel. In order to qualify for these incentives, Arbe is required to comply with the requirements of the Investment Law.
+
+ The Investment Law was significantly amended effective as of April 1, 2005 (the 2005 Amendment ), as of January 1, 2011 (the 2011 Amendment ) and as of January 1, 2017 (the 2017 Amendment ). Pursuant to the 2005 Amendment, tax benefits granted in accordance with the provisions of the Investment Law prior to its revision by the 2005 Amendment remain in force, but any benefits granted subsequently are subject to the provisions of the amended Investment Law. Similarly, the 2011 Amendment introduced new benefits to replace those granted in accordance with the provisions of the Investment Law in effect prior to the 2011 Amendment. However, companies entitled to benefits under the Investment Law as in effect prior to January 1, 2011, were entitled to choose to continue and enjoy such benefits, provided that certain conditions are met, or instead elect, irrevocably, to forego such benefits and have the benefits of the 2011 Amendment apply. The 2017 Amendment introduces new benefits for Technological Enterprises, alongside the existing tax benefits.
+
+ Tax benefits under the 2011 Amendment
+
+ The 2011 Amendment canceled the availability of the benefits granted to Industrial Companies under the Investment Law prior to 2011 and, instead, introduced new benefits for income generated by a Preferred Company through its Preferred Enterprise (as such terms are defined in the Investment Law) as of January 1, 2011. The definition of a Preferred Company includes a company incorporated in Israel that is not fully owned by a governmental entity, and that has, among other things, Preferred Enterprise status and is controlled and managed from Israel. Pursuant to the 2011 Amendment, a Preferred Company is entitled to a reduced corporate tax rate of 15% with respect to its income derived by its Preferred Enterprise in 2011 and 2012, unless the Preferred Enterprise is located in a specified development zone, in which case the rate will be 10%. Under the 2011 Amendment, such corporate tax rate was reduced from 15% and 10%, respectively, to 12.5% and 7%, respectively, in 2013, 16% and 9% respectively, in 2014, 2015 and 2016, and 16% and 7.5%, respectively, in 2017 and thereafter. Income derived by a Preferred Company from a Special Preferred 
+
+ 
+
+ 141
+
+ Table of Contents
+
+ 
+ Enterprise (as such term is defined under the Investment Law) would be entitled, subject to certain conditions and during a benefits period of 10 years, to further reduced tax rates of 8%, or 5% if the Special Preferred Enterprise is located in a certain development zone.
+
+ Dividends distributed from income which is attributed to a Preferred Enterprise will be subject to tax at the following rates: (i) Israeli resident corporations 0% (although, if such dividends are subsequently distributed to individuals or a non-Israeli company the below rates detailed in sub sections (ii) and (iii) shall apply) (ii) Israeli resident individuals 20% (iii) Non-Israeli residents (both individuals and corporations) 20%, or a reduced tax rate as determined under the provisions of any applicable double tax treaty, when relevant.
+
+ The withholding tax rate applicable to distribution of dividend from such income to non-Israeli residents is 25% (or 30% if distributed to a substantial shareholder at the time of the sale or at any time during the preceding twelve months period, as defined below), which may be reduced by applying in advance for a withholding tax certificate from the Israel Tax Authority. A substantial shareholder is generally a person who alone or together with such person s relative or another person who collaborates with such person on a permanent basis, holds, directly or indirectly, at least 10% of any of the Means of Control of the corporation. Means of control generally include the right to vote, receive profits, nominate a director or an executive officer, receive assets upon liquidation, or instructs a person who holds any of the aforesaid rights how to act, regardless of the source of such right.
+
+ The 2011 Amendment also provided transitional provisions to address companies already enjoying existing tax benefits under the Investment Law. These transitional provisions provide, among other things, that unless an irrevocable request is made to apply the provisions of the Investment Law as amended in 2011 with respect to income to be derived as of January 1, 2011, a Beneficiary Enterprise can elect to continue to benefit from the benefits provided to it before the 2011 Amendment came into effect, provided that certain conditions are met.
+
+ New tax benefits under the 2017 Amendment that became effective on January 1, 2017
+
+ The 2017 Amendment was enacted as part of the Economic Efficiency Law that was published on December 29, 2016 and is effective as of January 1, 2017. The 2017 Amendment provides new tax benefits for two types of Technological Enterprises, as described below, and is in addition to the other existing tax beneficial programs under the Investment Law.
+
+ The 2017 Amendment provides that a Preferred Company satisfying certain conditions will qualify as having a Preferred Technological Enterprise and will thereby enjoy a reduced corporate tax rate of 12% on income that qualifies as Preferred Technological Income , as defined under the Investment Law. The corporate tax rate is further reduced to 7.5% with respect to a Preferred Technological Enterprise located in Development Zone A . In addition, a Preferred Technological Company will enjoy a reduced corporate tax rate of 12% on capital gains derived from the sale of certain Benefitted Intangible Assets (as defined under the Investment Law) to a related foreign company if the Benefitted Intangible Assets were acquired from a foreign company on or after January 1, 2017, for at least NIS 200 million, and the sale receives a prior approval from the Israel Innovation Authority.
+
+ The 2017 Amendment further provides that a Preferred Company satisfying certain conditions (including group consolidated revenues of at least NIS 10 billion) will qualify as a Special Preferred Technological Enterprise and will thereby enjoy a reduced corporate tax rate of 6% on Preferred Technological Income regardless of the company s geographic location within Israel. In addition, a Special Preferred Technological Enterprise will enjoy a reduced corporate tax rate of 6% on capital gains derived from the sale of certain Benefitted Intangible Assets to a related foreign company if the Benefitted Intangible Assets were either developed by the Special Preferred Enterprise or acquired from a foreign company on or after January 1, 2017, and the sale received a prior approval from the Israel Innovation Authority. A Special Preferred Technological Enterprise that acquires Benefitted Intangible Assets from a foreign company for more than NIS 500 million will be eligible for these benefits for at least ten years, subject to certain approvals as specified in the Investment Law.
+
+ Dividends distributed by a Preferred Technological Enterprise or a Special Preferred Technological Enterprise, paid out of Preferred Technological Income, are generally subject to tax at the rate of 20% or a lower rate as may be provided in an applicable tax treaty.
+
+ The withholding tax rate applicable to distribution of dividend from such income to non-Israeli residents is 25% (or 30% if distributed to a substantial shareholder at the time of the sale or at any time during the preceding twelve months 
+
+ 
+
+ 142
+
+ Table of Contents
+
+ 
+ period), which may be reduced by applying in advance for a withholding tax certificate from the Israel Tax Authority. In addition, if such dividends are distributed to a foreign company that holds solely or together with other foreign companies 90% or more in the Israeli company, and other conditions are met, the withholding tax rate will be 4% (subject to the receipt of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate in advance). However, if such dividends are paid to an Israeli company, no tax is required to be withheld.
+
+ Arbe believes that it may be eligible to the tax benefits under the 2017 Amendment. This should be further examined when relevant.
+
+ Taxation of our shareholders
+
+ Capital Gains Tax on Sales of our Ordinary Shares
+
+ Israeli law generally imposes a capital gains tax on the sale of any capital assets by Israeli residents, as defined for Israeli tax purposes, and on the sale of capital assets located in Israel, including shares of Israeli companies, by both Israeli residents and non-Israeli residents, unless a specific exemption is available or unless a tax treaty between Israel and the shareholder s country of residence provides otherwise. The Ordinance distinguishes between real gain and inflationary surplus. The inflationary surplus is a portion of the total capital gain equivalent to the increase of the relevant asset s purchase price attributable to an increase in the Israeli consumer price index, or a foreign currency exchange rate, between the date of purchase and the date of sale. Inflationary surplus is currently not subject to tax in Israel. The real gain is the excess of the total capital gain over the inflationary surplus.
+
+ Capital gains taxes applicable to non-Israeli resident shareholders
+
+ A non-Israeli resident that derives capital gains from the sale of shares in an Israeli resident company that were purchased after the company was listed for trading on a stock exchange outside of Israel, will be exempt from Israeli tax if, among other conditions, the shares were not held through a permanent establishment that the non-resident maintains in Israel. However, non-Israeli corporations will not be entitled to the foregoing exemption if Israeli residents: (i) have a controlling interest more than 25% in such non-Israeli corporation or (ii) are the beneficiaries of, or are entitled to, 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly. In addition, such exemption is not applicable to a person whose gains from selling or otherwise disposing of the shares are deemed to be business income.
+
+ Additionally, a sale of securities by a non-Israeli resident may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty. For example, under the Convention Between the Government of the United States of America and the Government of the State of Israel with respect to Taxes on Income, as amended (the United States Israel Tax Treaty ), the sale, exchange or other disposition of shares by a shareholder who is a United States resident (for purposes of the treaty) holding the shares as a capital asset and is entitled to claim the benefits afforded to such a resident by the U.S. Israel Tax Treaty (a U.S. Resident ) is generally exempt from Israeli capital gains tax unless: (i) the capital gain arising from such sale, exchange or disposition is attributed to real estate located in Israel; (ii) the capital gain arising from such sale, exchange or disposition is attributed to royalties; (iii) the capital gain arising from such sale, exchange or disposition is attributed to a permanent establishment in Israel, under certain terms; (iv) such U.S. Resident holds, directly or indirectly, shares representing 10% or more of the voting power during any part of the 12 month period preceding the disposition, subject to certain conditions; or (v) such U.S. Resident is an individual and was present in Israel for 183 days or more during the relevant taxable year. In any such case, the sale, exchange or disposition of such shares by the U.S. Resident would be subject to tax in Israel (unless exempt under the Israeli domestic law as described above). Under the United States Israel Tax Treaty, the gain may be treated as foreign source income for United States foreign tax credit purposes, upon an election by the U.S. Resident, and such U.S. Resident may be permitted to claim a credit for such taxes against the United States federal income tax imposed on such sale, subject to the limitations under the United States federal income tax laws applicable to foreign tax credits. The United States Israel Tax Treaty does not provide such credit against any United States state or local taxes.
+
+ Regardless of whether shareholders may be liable for Israeli tax on the sale of our ordinary shares, the payment of the consideration may be subject to the withholding of Israeli tax at source. Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in order to avoid withholding at source at the time of sale (i.e., provide certificate of residency and other relevant documentation).
+
+ 
+
+ 143
+
+ Table of Contents
+
+ 
+ Capital gains taxes applicable to Israeli resident shareholders
+
+ An Israeli resident corporation that derives capital gains from the sale of shares in an Israeli resident company that were purchased after the company was listed for trading on a stock exchange outside of Israel will generally be subject to tax on the real capital gains generated on such sale at the corporate tax rate (currently of 23%).
+
+ An Israeli resident individual will generally be subject to capital gain tax at the rate of 25%. However, if the individual shareholder claims deduction of interest expenditures or is a substantial shareholder at the time of the sale or at any time during the preceding twelve months period, such gain will be taxed at the rate of 30%. Individual holders dealing in securities in Israel for whom the income from the sale of securities is considered business income as defined under section 2(1) of the Ordinance are taxed at the marginal tax rates applicable to business income (up to 47% in 2021 plus 3% Surtax).
+
+ Certain Israeli institutions who are exempt from tax under section 9(2) or section 129I(a)(1) of the Ordinance (such as exempt trust funds and pension funds) may be exempt from capital gains tax from the sale of the shares.
+
+ Taxation of Israeli shareholders on receipt of dividends
+
+ An Israeli resident individual is generally subject to Israeli income tax on the receipt of dividends paid on our ordinary shares at the rate of 25%, plus 3% Surtax, when applicable. With respect to a person who is a substantial shareholder at the time of receiving the dividend or on any time during the preceding twelve months, the applicable tax rate is 30%, plus 3% Surtax, when applicable. Such dividends are generally subject to Israeli withholding tax at a rate of 25% if the shares are registered with a nominee company (whether the recipient is a substantial shareholder or not).
+
+ If the recipient of the dividend is an Israeli resident corporation such dividend income will be exempt from tax provided the income from which such dividend is distributed was derived or accrued within Israel and was received directly or indirectly from another corporation that is liable to Israeli corporate tax.
+
+ An exempt trust fund, pension fund or other entity that is exempt from tax under section 9(2) or section 129C(a)(1) of the Ordinance is exempt from tax on dividend.
+
+ Dividend distribution by a Preferred Technology Enterprise or a Special Preferred Technology Enterprise is subject to beneficial withholding tax rates. For a further discussion, see Certain Material Israeli Tax Considerations Law for the Encouragement of Capital Investments, 5719-1959 New tax benefits under the 2017 Amendment that became effective on January 1, 2017. 
+
+ Taxation of non-Israeli shareholders on receipt of dividends
+
+ Non-Israeli residents (either individuals or corporations) are generally subject to Israeli income tax on the receipt of dividends paid on our ordinary shares at the rate of 25%, which tax will be withheld at source, unless relief is provided in a treaty between Israel and the shareholder s country of residence. With respect to a person who is a substantial shareholder at the time of receiving the dividend or on any time during the preceding twelve months, the applicable tax rate is 30%. Such dividends are generally subject to Israeli withholding tax at a rate of 25% if the shares are registered with a nominee company (whether the recipient is a substantial shareholder or not), unless a reduced rate is provided under an applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). For example, under the United States Israel Tax Treaty, the maximum rate of tax that may be withheld at source in Israel on dividends paid to a holder of our ordinary shares who is a U.S. Resident is 25%. However, the maximum rate of withholding tax on dividends, not generated by a Preferred Enterprise, Approved Enterprise or Beneficial Enterprise, that are paid to a United States corporation holding 10% or more of the outstanding voting capital throughout the tax year in which the dividend is distributed as well as during the previous tax year, is 12.5%, provided that not more than 25% of the gross income for such preceding year consists of certain types of dividends and interest. Notwithstanding the foregoing, dividends distributed from income attributed to an Approved Enterprise, Benefited Enterprise or Preferred Enterprise are not entitled to such reduced rate under the tax treaty but are subject to a withholding tax rate of 15% for a shareholder that is a U.S. corporation, provided that the conditions related to the outstanding voting rights and the gross income for the previous year (as set forth in the previous sentences) are met. If the dividend is attributable partly to income derived from an Approved Enterprise, Benefited Enterprise or Preferred Enterprise, and partly to other sources of income, the withholding rate will be a blended rate reflecting the relative portions of the two types of income. We cannot assure you that we will designate the 
+
+ 
+
+ 144
+
+ Table of Contents
+
+ 
+ profits that we may distribute in a way that will reduce shareholders tax liability. Application for the reduced tax rate requires appropriate documentation to be presented and specific instruction received from the Israeli Tax Authorities to be followed. To the extent tax is withheld at source at the maximum rates (see above), a qualified tax treaty recipient will be required to comply with certain administrative procedures with the Israeli Tax Authorities in order to receive a refund of the excess tax withheld.
+
+ A foreign resident receiving dividend income from an Israeli company, from which the full tax was deducted, will generally be exempt from filing a tax return in Israel, unless liable to Surtax (see below) in accordance with section 121B of the Ordinance.
+
+ Dividend distribution by a Preferred Technology Enterprise or a Special Preferred Technology Enterprise is subject to beneficial withholding tax rates. For a further discussion, see Certain Material Israeli Tax Considerations Law for the Encouragement of Capital Investments, 5719-1959 New tax benefits under the 2017 Amendment that became effective on January 1, 2017. 
+
+ Surtax
+
+ Subject to the provisions of an applicable tax treaty, individuals who are subject to tax in Israel are also subject to an additional tax at a rate of 3% on their annual income (including, but not limited to, dividends, interest and capital gain) exceeding NIS 647,640 for 2021. This amount is linked to the annual change in the Israeli consumer price index.
+
+ Estate and Gift Tax
+
+ Israeli law presently does not impose estate tax or gift tax.
+
+ 
+
+ 145
+
+ Table of Contents
+
+ 
+ EXPENSES RELATING TO THIS OFFERING
+
+ Set forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, that we expect to incur in connection with this offering. With the exception of the SEC registration fee, all amounts are estimates.
+
+ 
+
+ 
+ 
+
+ SEC registration fee 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 51,508.63 
+
+ 
+ 
+
+ 
+ 
+ Legal fees and expenses 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 70,000,00 
+
+ 
+ 
+
+ 
+ 
+ Accounting fees and expenses 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 75,000.00 
+
+ 
+ 
+
+ 
+ 
+ Printing fees 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,000.00 
+
+ 
+ 
+
+ 
+ 
+ Miscellaneous expenses 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 13,491.37 
+
+ 
+ 
+
+ 
+ 
+ Total 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 220,000.00 
+
+ 
+ 
+
+ 
+ 
+
+ 146
+
+ Table of Contents
+
+ 
+ LEGAL MATTERS
+
+ The validity of the securities of Arbe to be issued in connection with the Business Combination agreements has been passed upon for Arbe by Erdinast, Ben Nathan, Toledano & Co., Tel Aviv, Israel.
+
+ EXPERTS
+
+ The consolidated financial statements of Arbe as of December 31, 2020 and 2019, and for each of the years in the two-year period ended December 31, 2020, have been included herein in reliance upon the report of KPMG Somekh Chaikin, a member firm of KPMG International, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2020 consolidated financial statements contains an explanatory paragraph that states that Arbe s recurring losses from operations and negative cash flow from operating activities raise substantial doubt about the entity s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.
+
+ Marcum LLP, independent registered public accounting firm, has audited ITAC s financial statements (as restated) as of December 31, 2020 and for the period from June 2, 2020 (inception) to December 31, 2020 as set forth in their report, which is included herein. These consolidated financial statements (as restated) are included herein in reliance on their reports given on their authority as experts in auditing and accounting.
+
+ WHERE YOU CAN FIND ADDITIONAL INFORMATION
+
+ Arbe has filed with the SEC a registration statement on Form F-1 under the Securities Act with respect to the securities being sold by the Selling Shareholders. This prospectus does not contain all of the information included in the registration statement. For further information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include a description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.
+
+ Arbe is subject to the information requirements of the Exchange Act and will file annual and other periodic and current event reports, proxy statements and other information with the SEC. You can read Arbe s SEC filings, including the registration statement, over the Internet at the SEC s website at www.sec.gov. 
+
+ 
+
+ 147
+
+ Table of Contents
+
+ 
+ INDEX TO FINANCIAL STATEMENTS 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Page 
+
+ 
+ 
+
+ 
+ 
+ Arbe Robotics Ltd. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Condensed Interim Consolidated Balance Sheets at June 30, 2021 (unaudited) and December 31, 2020 (audited) 
+
+ 
+ 
+ 
+ F-2 
+
+ 
+ 
+
+ 
+ 
+ Condensed Interim Consolidated Statements of Operations for the six months ended June 30, 2021 and 2020 (unaudited) 
+
+ 
+ 
+ 
+ F-5 
+
+ 
+ 
+
+ 
+ 
+ Condensed Interim Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and Shareholders Deficiency for the six months ended June 30, 2021 and 2020 (unaudited) 
+
+ 
+ 
+ 
+ F-6 
+
+ 
+ 
+
+ 
+ 
+ Condensed Interim Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (unaudited) 
+
+ 
+ 
+ 
+ F-8 
+
+ 
+ 
+
+ 
+ 
+ Notes to Condensed Interim Consolidated Financial Statements 
+
+ 
+ 
+ 
+ F-9 
+
+ 
+ 
+
+ 
+ 
+ Report of Independent Registered Public Accounting Firm 
+
+ 
+ 
+ 
+ F-19 
+
+ 
+ 
+
+ 
+ 
+ Consolidated Balance Sheets at December 31, 2020 and 2019 
+
+ 
+ 
+ 
+ F-20 
+
+ 
+ 
+
+ 
+ 
+ Consolidated Statements of Operations for the years ended December 31,2020 and 2019 
+
+ 
+ 
+ 
+ F-22 
+
+ 
+ 
+
+ 
+ 
+ Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and Shareholders Deficiency for the years ended December 31, 2019 and 2020 
+
+ 
+ 
+ 
+ F-23 
+
+ 
+ 
+
+ 
+ 
+ Consolidated Statements of Cash Flow 
+
+ 
+ 
+ 
+ F-24 
+
+ 
+ 
+
+ 
+ 
+ Notes to Consolidated Financial Statements 
+
+ 
+ 
+ 
+ F-25 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Industrial Tech Acquisitions, Inc. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Condensed Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Unaudited Condensed Statements of Operations for the three months ended June 30, 2021 and 2020 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Unaudited Condensed Statements of Changes in Stockholders Equity for the six months ended June 30, 2021 and the period from June 2, 2020 (inception) to June 30, 2020 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2021 and 2020 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Notes to Unaudited Condensed Financial Statements 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Report of Independent Registered Public Accounting Firm 
+
+ 
+ 
+ 
+ F-48 
+
+ 
+ 
+
+ 
+ 
+ Balance Sheet as December 31, 2020 (as Restated) 
+
+ 
+ 
+ 
+ F-49 
+
+ 
+ 
+
+ 
+ 
+ Statement of Operations for the period June 2, 2020 (inception) to December 31, 2020 (as Restated) 
+
+ 
+ 
+ 
+ F-50 
+
+ 
+ 
+
+ 
+ 
+ Statement of Changes in Stockholders Equity for the period June 2, 2020 (inception) to December 31, 2020 (as Restated) 
+
+ 
+ 
+ 
+ F-51 
+
+ 
+ 
+
+ 
+ 
+ Statement of Cash Flows for the period June 2, 2020 (inception) to December 31, 2020 (as Restated) 
+
+ 
+ 
+ 
+ F-52 
+
+ 
+ 
+
+ 
+ 
+ Notes to Financial Statements 
+
+ 
+ 
+ 
+ F-53 
+
+ 
+ 
+
+ 
+ 
+
+ 
+
+ 
+
+ 
+
+ F-1
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY 
+CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS 
+
+ U.S. dollars in thousands 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ June 30, 
+2021 
+
+ 
+ 
+ 
+ December 31, 2020 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ (Unaudited) 
+
+ 
+ 
+ 
+ (Audited) 
+
+ 
+ 
+
+ 
+ 
+ ASSETS 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ CURRENT ASSETS: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Cash and cash equivalents 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 4,704 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 2,857 
+
+ 
+ 
+
+ 
+ 
+ Restricted cash 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 119 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 97 
+
+ 
+ 
+
+ 
+ 
+ Short term bank deposits 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 100 
+
+ 
+ 
+
+ 
+ 
+ Trade receivable 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 551 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 137 
+
+ 
+ 
+
+ 
+ 
+ Prepaid expenses and other receivables 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,103 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 830 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Total current assets 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 8,477 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 4,021 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ NON-CURRENT ASSETS: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Deferred transaction costs 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,206 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Property and equipment, net 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 674 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 384 
+
+ 
+ 
+
+ 
+ 
+ Total non-current assets 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,880 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 384 
+
+ 
+ 
+
+ 
+ 
+ Total assets 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 10,357 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 4,405 
+
+ 
+ 
+
+ 
+ 
+
+ 
+
+ 
+
+ 
+
+ F-2
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY 
+CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ June 30, 
+2021 
+
+ 
+ 
+ 
+ December 31, 2020 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ (unaudited) 
+
+ 
+ 
+ 
+ (audited) 
+
+ 
+ 
+
+ 
+ 
+ LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS DEFICIENCY 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ CURRENT LIABILITIES: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Current maturities of long-term loan 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,688 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,879 
+
+ 
+ 
+
+ 
+ 
+ Trade payables 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,032 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,209 
+
+ 
+ 
+
+ 
+ 
+ Employees and payroll accruals 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,321 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,538 
+
+ 
+ 
+
+ 
+ 
+ Deferred revenue 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,081 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 281 
+
+ 
+ 
+
+ 
+ 
+ Accrued expenses and other payables 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,700 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 364 
+
+ 
+ 
+
+ 
+ 
+ Total current liabilities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 8,822 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 5,271 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ LONG-TERM LIABILITIES: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Long-term loan 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 676 
+
+ 
+ 
+
+ 
+ 
+ Convertible loan 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 26,684 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,641 
+
+ 
+ 
+
+ 
+ 
+ Warrants to purchase Series B-1 preferred shares 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,440 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 375 
+
+ 
+ 
+
+ 
+ 
+ Warrants to purchase Series B-2 preferred shares 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 3,694 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,159 
+
+ 
+ 
+
+ 
+ 
+ Total long-term liabilities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 31,818 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 3,851 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ REDEEMABLE CONVERTIBLE PREFERRED SHARES*: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Seed redeemable convertible preferred shares, NIS 0.000216 par value per share, 6,938,675 shares authorized as of June 30, 2021 and December 31, 2020; 5,540,254 issued and outstanding as of June 30, 2021 and December 31, 2020; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 650 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 650 
+
+ 
+ 
+
+ 
+ 
+ Series A redeemable convertible preferred shares, NIS 0.000216 par value per share, 9,251,566 shares authorized June 30, 2021 and December 31, 2020; 7,780,937 issued and outstanding as of June 30, 2021 and December 31, 2020; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,394 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,394 
+
+ 
+ 
+
+ 
+ 
+ Series A-1 redeemable convertible preferred shares, NIS 0.000216 par value per share, 6,938,675 shares authorized June 30, 2021 and December 31, 2020; 5,460,043 issued and outstanding as of June 30, 2021 and December 31, 2020; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,500 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,500 
+
+ 
+ 
+
+ 
+ 
+ Series B redeemable convertible preferred shares, NIS 0.000216 par value per share, 12,258,325 shares authorized as of June 30, 2021 and December 31, 2020, respectively; 10,863,143 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 32,159 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 32,159 
+
+ 
+ 
+
+ 
+ 
+ Series B-1 redeemable convertible preferred shares, NIS 0.000216 par value per share, 4,625,783 shares authorized as of June 30, 2021 and December 31, 2020; 4,144,887 issued and outstanding as of June 30, 2021 and December 31, 2020; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,447 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,447 
+
+ 
+ 
+
+ 
+ 
+ Series B-2 redeemable convertible preferred shares, NIS 0.000216 par value per share, 1,619,024 shares authorized as of June 30, 2021 and December 31, 2020, respectively; 765,290 and 71,977 issued and outstanding June 30, 2021 and December 31, 2020, respectively; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 3,237 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 290 
+
+ 
+ 
+
+ 
+ 
+ Total redeemable convertible preferred shares 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 58,387 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 55,440 
+
+ 
+ 
+
+ 
+ 
+
+ 
+
+ 
+
+ F-3
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY 
+INTERIM CONSOLIDATED BALANCE SHEETS (Continued) 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ June 30, 
+2021 
+
+ 
+ 
+ 
+ December 31, 2020 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ (unaudited) 
+
+ 
+ 
+ 
+ (audited) 
+
+ 
+ 
+
+ 
+ 
+ SHAREHOLDERS DEFICIENCY: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Ordinary Shares, NIS 0.000216 par value; 53,196,505 authorized shares; 9,684,077 and 9,272,428 outstanding shares at June 30, 2021 and December 31, 2020, respectively*; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Additional paid-in capital 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,843 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,397 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accumulated deficit 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (90,513 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (61,554 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Total shareholders deficiency 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (88,670 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (60,157 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Total liabilities, redeemable convertible preferred shares and shareholders deficiency 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 10,357 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 4,405 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ ____________
+ *) Represents less than $1. 
+
+ * Retroactively reflects the recapitalization of the Company on October 7, 2021 which resulted included a 46.25783-for-one stock split and the changes in par value from NIS 0.01 to NIS 0.000216 per share. See also Note 3, Merger Agreement, for details. 
+
+ The accompanying notes are an integral part of these condensed interim consolidated financial statements. 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ F-4
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) 
+
+ U.S. dollars in thousands (except share and per share data) 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Six months ended 
+June 30, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2021 
+
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+
+ 
+ 
+ Revenues 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,101 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 138 
+
+ 
+ 
+
+ 
+ 
+ Cost of revenues 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 678 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 137 
+
+ 
+ 
+
+ 
+ 
+ Gross profit 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 423 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Operating expenses: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Research and development, net 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,552 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 6,625 
+
+ 
+ 
+
+ 
+ 
+ Sales and marketing 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 747 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 560 
+
+ 
+ 
+
+ 
+ 
+ General and administrative 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,119 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 507 
+
+ 
+ 
+
+ 
+ 
+ Total operating expenses 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 11,418 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 7,692 
+
+ 
+ 
+
+ 
+ 
+ Operating loss 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,995 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 7,691 
+
+ 
+ 
+
+ 
+ 
+ Financial expenses, net 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 17,964 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 99 
+
+ 
+ 
+
+ 
+ 
+ Net loss 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 28,959 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 7,790 
+
+ 
+ 
+
+ 
+ 
+ Basic and diluted net loss per share attributable to Ordinary Shareholders 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 3.07 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 0.85 
+
+ 
+ 
+
+ 
+ 
+ Weighted-average number of shares used in computing basic and diluted net loss per share attributable to Ordinary Shareholders* 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,417,400 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,154,101 
+
+ 
+ 
+
+ 
+ ____________
+ * Retroactively reflects the recapitalization of the Company on October 7, 2021 which resulted included a 46.25783-for-one stock split and the changes in par value from NIS 0.01 to NIS 0.000216 per share. See also Note 3, Merger Agreement, for details. 
+
+ The accompanying notes are an integral part of these condensed interim consolidated financial statements. 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ F-5
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE 
+CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS DEFICIENCY (UNAUDITED) 
+
+ U.S. dollars in thousands (except share data) 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Redeemable convertible preferred Shares 
+
+ 
+ 
+ 
+ Ordinary Shares 
+
+ 
+ 
+ 
+ Additional 
+paid-in 
+capital 
+
+ 
+ 
+ 
+ Accumulated 
+deficit 
+
+ 
+ 
+ 
+ Total
+Shareholders 
+deficiency 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Seed 
+
+ 
+ 
+ 
+ Series A 
+
+ 
+ 
+ 
+ Series A-1 
+
+ 
+ 
+ 
+ Series B 
+
+ 
+ 
+ 
+ Series B-1 
+
+ 
+ 
+ 
+ Series B-2 
+
+ 
+ 
+ 
+ Total 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+
+ 
+ 
+ Balance at December 31, 2020* 
+
+ 
+ 
+ 
+ 5,540,254 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 650 
+
+ 
+ 
+ 
+ 7,780,937 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 9,394 
+
+ 
+ 
+ 
+ 5,460,043 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 2,500 
+
+ 
+ 
+ 
+ 10,863,143 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 32,159 
+
+ 
+ 
+ 
+ 4,144,887 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 10,447 
+
+ 
+ 
+ 
+ 71,977 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 290 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 55,440 
+
+ 
+ 
+ 
+ 9,272,428 
+
+ 
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,397 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (61,554 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (60,157 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Exercise and conversion of warrants 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 693,313 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,947 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,947 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Stock-based compensation 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 312 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 312 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Warrants to service providers 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 37 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 37 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Exercise of options 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 411,649 
+
+ 
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 97 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 97 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (28,959 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (28,959 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Balance at June 30, 2021* (Unaudited) 
+
+ 
+ 
+ 
+ 5,540,254 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 650 
+
+ 
+ 
+ 
+ 7,780,937 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 9,394 
+
+ 
+ 
+ 
+ 5,460,043 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 2,500 
+
+ 
+ 
+ 
+ 10,863,143 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 32,159 
+
+ 
+ 
+ 
+ 4,144,887 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 10,447 
+
+ 
+ 
+ 
+ 765,290 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 3,237 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 58,387 
+
+ 
+ 
+ 
+ 9,684,077 
+
+ 
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,843 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (90,513 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (88,670 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ ____________
+ *) Represents less than $1. 
+
+ * Retroactively reflects the recapitalization of the Company on October 7, 2021 which resulted included a 46.25783-for-one stock split and the changes in par value from NIS 0.01 to NIS 0.000216 per share. See also Note 3, Merger Agreement, for details. 
+
+ The accompanying notes are an integral part of the condensed interim consolidated financial statements. 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ F-6
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE 
+CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS DEFICIENCY (UNAUDITED) 
+
+ U.S. dollars in thousands (except share data) (Continued) 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Redeemable convertible preferred Shares 
+
+ 
+ 
+ 
+ Ordinary Shares 
+
+ 
+ 
+ 
+ Additional 
+paid-in 
+capital 
+
+ 
+ 
+ 
+ Accumulated 
+deficit 
+
+ 
+ 
+ 
+ Total
+Shareholders 
+deficiency 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Seed 
+
+ 
+ 
+ 
+ Series A 
+
+ 
+ 
+ 
+ Series A-1 
+
+ 
+ 
+ 
+ Series B 
+
+ 
+ 
+ 
+ Series B-1 
+
+ 
+ 
+ 
+ Series B-2 
+
+ 
+ 
+ 
+ Total 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+
+ 
+ 
+ Balance at December 31, 2019* 
+
+ 
+ 
+ 
+ 5,540,254 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 650 
+
+ 
+ 
+ 
+ 7,780,937 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 9,394 
+
+ 
+ 
+ 
+ 5,460,043 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 2,500 
+
+ 
+ 
+ 
+ 10,468,517 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 30,982 
+
+ 
+ 
+ 
+ 4,144,887 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 10,447 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 53,973 
+
+ 
+ 
+ 
+ 9,046,274 
+
+ 
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 876 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (45,929 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (45,053 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Issuance of redeemable convertible preferred shares 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 179,064 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 534 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 534 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Stock-based compensation 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 207 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 207 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Warrants to service providers 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 28 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 28 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Exercise of options 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 189,009 
+
+ 
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 17 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 17 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (7,790 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (7,790 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Balance at June 30, 2020* (Unaudited) 
+
+ 
+ 
+ 
+ 5,540,254 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 650 
+
+ 
+ 
+ 
+ 7,780,937 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 9,394 
+
+ 
+ 
+ 
+ 5,460,043 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 2,500 
+
+ 
+ 
+ 
+ 10,647,581 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 31,516 
+
+ 
+ 
+ 
+ 4,144,887 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 10,447 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 54,507 
+
+ 
+ 
+ 
+ 9,235,283 
+
+ 
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,128 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (53,719 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (52,591 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ ____________
+ *) Represents less than $1. 
+
+ * Retroactively reflects the recapitalization of the Company on October 7, 2021 which resulted included a 46.25783-for-one stock split and the changes in par value from NIS 0.01 to NIS 0.000216 per share. See also Note 3, Merger Agreement, for details. 
+
+ The accompanying notes are an integral part of the condensed interim consolidated financial statements. 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ F-7
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) 
+
+ U.S. dollars in thousands 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Six months ended 
+June 30, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2021 
+
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+
+ 
+ 
+ Cash flows from operating activities: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net Loss 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (28,959 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (7,790 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Adjustments to reconcile net loss to net cash used in operating activities: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Depreciation 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 149 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 214 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Stock-based compensation 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 312 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 207 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Warrants to service providers 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 37 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 28 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Revaluation of warrants and accretion 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 4,126 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 154 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Revaluation of convertible loan 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 13,706 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Change in operating assets and liabilities: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Increase in trade receivable 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (348 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (116 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Increase in prepaid expenses and other receivables 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (273 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (385 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Increase (decrease) in trade payables 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 823 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (1,312 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Increase (decrease) in employees and payroll accruals 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 783 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (57 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Increase in deferred revenue 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 735 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 225 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Increase (decrease) in accrued expenses and other payables 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 191 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (438 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net cash used in operating activities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (8,718 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (9,270 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cash flows from investing activities: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Change in bank deposits 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (1,900 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 5,310 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Purchase of property and equipment 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (440 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (156 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net cash provided by (used) in investing activities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (2,340 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 5,154 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cash flows from financing activities: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Repayment of long-term loan 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (914 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (750 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Payment of deferred transaction costs 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (60 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Proceeds from issuance of redeemable convertible preferred shares and warrants for the purchase of Series B-2 redeemable convertible preferred shares, net 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 540 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Proceeds from Exercise of warrants 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,467 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Proceeds from exercise of options 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 97 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 17 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Proceeds from convertible loan 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 11,337 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net cash provided by (used in) financing activities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 12,927 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (193 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Increase (decrease) in cash, cash equivalents and restricted cash 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,869 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (4,309 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Cash, cash equivalents and restricted cash at the beginning of the year 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,954 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 7,003 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cash, cash equivalents and restricted cash at the end of the period 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 4,823 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 2,694 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Supplemental non-cash disclosure: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Conversion of warrants liability into convertible preferred shares 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 480 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (6 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Deferred transaction costs 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,145 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Supplemental disclosure of cash flows activities: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Interest paid 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 143 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 210 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ The accompanying notes are an integral part of the condensed interim consolidated financial statements. 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ F-8
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
+U.S. dollars in thousands (except share and per share data) 
+
+ Note 1:- General 
+
+ a. Arbe Robotics Ltd. (the Company ) was founded and registered on November 4, 2015 and commenced its activities in January 2016. The Company is a provider of 4D imaging radar solution for safer and autonomous vehicles. 
+
+ On October 26, 2017, the Company established a new entity under the General Corporation Laws of the State of Delaware, named Arbe Robotics US Inc . Arbe Robotics US Inc is engaged mainly in the Company s sales and will operate as the Company s distributor in the U.S. 
+
+ Arbe, a provider of 4D imaging radar solutions, is leading a radar revolution, enabling safe driver-assist systems today while paving the way for fully autonomous driving in the future. Arbe is empowering automakers, tier-1 suppliers, which are companies that supply parts or systems directly to OEMs, autonomous ground vehicles, commercial and industrial vehicles, and a wide array of safety applications with next-generation sensing and paradigm-changing perception. 
+
+ b. On March 18, 2021, the Company entered into a definitive business combination agreement (the Merger ) with Industrial Tech Acquisitions Inc. ( ITAC ), a Delaware corporation that was a special purpose acquisition company, known as a SPAC, and whose business was to enter into a business combination agreement. 
+
+ Subsequent to period end, on October 7, 2021, the Company merged with ITAC becoming a wholly-owned subsidiary of the Company, and the securityholders of ITAC becoming securityholders of the Company. Consequently, Arbe s shares and warrants became listed on The Nasdaq Capital Market under the symbols ARBE and ARBEW , respectively. See also Note 3, 7 and 12C. 
+
+ c. The Company depends on a certain supplier for the development and production of its products. If this supplier fails to deliver or delays the delivery of the necessary products, the Company will be required to seek alternative sources of supply. A change in this supplier could result in manufacturing delays, which could cause a possible loss of sales and, consequently, could adversely affect the Company s results of operations and financial position. 
+
+ d. The novel coronavirus ( COVID-19 ) pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, and the extent of the impact of the pandemic on the Company s operational and financial performance will depend on various future developments, including the duration and spread of the COVID-19 outbreak and impact on the Company s customers, suppliers, contract manufacturers and employees, all of which is uncertain at this time. The Company believes that the long-term horizon of its business plans can mitigate the impact of the pandemic. 
+
+ The Company considered the impact of COVID-19 on the estimates and assumptions and determined that there were no material adverse impacts on the condensed interim consolidated financial statements for the period ended June 30, 2021. As events continue to evolve and additional information becomes available, the Company s estimates and assumptions may change materially in future periods. 
+
+ Note 2: - Significant Accounting Policies 
+
+ a. Unaudited interim consolidated financial statements: 
+
+ The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ( U.S. GAAP ) for interim financial information. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments necessary for a fair presentation. 
+
+ 
+
+ 
+
+ 
+
+ F-9
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
+U.S. dollars in thousands (except share and per share data)
+
+ NOTE 2:- Significant Accounting Policies (cont.)
+
+ The balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements of the Company at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements. 
+
+ The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2020. 
+
+ The significant accounting policies disclosed in the Company s audited 2020 consolidated financial statements and notes thereto have been applied consistently to these unaudited interim consolidated financial statements. Results for the six months ended June 30, 2021 are not necessarily indicative of results that may be expected for the year ending December 31, 2021. 
+
+ b. Use of estimates: 
+
+ The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions including fair value of warrants, share-based compensation and the underlying fair value of the Company s ordinary shares. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates. 
+
+ NOTE 3:- MERGER AGREEMENT 
+
+ On March 18, 2021, the Company entered into a business combination agreement with ITAC, a Delaware corporation. The Merger consummated upon the closing on October 7.2021, pursuant to which a wholly-owned subsidiary of the Company (Autobot MergerSub, Inc.) is to merge with and into ITAC, with ITAC continuing as a wholly-owned subsidiary of the Company. 
+
+ Pursuant to the business combination agreement, the Company effected a recapitalization on October 7, 2021, as follows: 
+
+ (a) each warrant shall be exercised to purchase the Company s Ordinary Shares or the Company s redeemable convertible preferred shares in accordance with the terms of applicable warrants (other than those warrants which are not required to be exercised) exercising the Company s warrants, (b) immediately following such exercise by the holders of exercising the Company s warrants, each outstanding redeemable convertible preferred share shall be converted into Ordinary Shares in accordance with the Company s then existing articles and (c) the Company will effect a recapitalization of the Ordinary Shares so that the holders of the Ordinary Shares (and options and warrants to acquire Ordinary Shares that are not converted to Ordinary Shares in the recapitalization) will have shares (or the right to acquire shares, as applicable) valued at $10.00 per share having a total value of $525,000, plus the amount of any ITAC transaction expenses (other than expenses related to the PIPE investment) in excess of $7,000, on a fully diluted basis (the ratio at which Company s Ordinary Shares are recapitalized being referred to as the conversion ratio); and (d) with respect to outstanding options and warrants to purchase Ordinary Shares, the number of Ordinary Shares issuable upon exercise of such security will be multiplied by the conversion ratio and the exercise price of such security will be multiplied by the conversion ratio. The Business Combination Agreement does not provide for any purchase price adjustments (other with respect to ITAC transaction expenses above $7,000, as described above, for which there is 
+
+ 
+
+ 
+
+ F-10
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
+U.S. dollars in thousands (except share and per share data)
+
+ NOTE 3:- MERGER AGREEMENT (cont.)
+
+ no post-closing adjustment). No fractional of the Company s Ordinary Shares shall be issued to holders of Ordinary Shares, fractional shares shall be rounded to the closest integral number of Ordinary Shares, with a half-share being rounded to the next higher number of shares. 
+
+ Immediately prior to the Effective Time, but after the recapitalization, subject to the next sentence, the PIPE Investors will purchase 10,000,000 shares of ITAC Class A Common Stock at a purchase price of $10.00 per share, for a total of $100,000 pursuant to the PIPE subscription agreements. The PIPE Subscription Agreements gave Company the right to issue to the PIPE investors a total of 10,000,000 Ordinary Shares after the completion of the recapitalization, in which event ITAC shall no longer have an obligation to sell ITAC Class A Common Stock to the PIPE investors and the PIPE investors shall have no right to purchase ITAC Class A Common Stock from ITAC. For the avoidance of doubt, the PIPE investors shall not participate in the recapitalization. 
+
+ Following the consummation of the recapitalization, Autobot MergerSub Inc. shall, at the Effective Time, be merged with and into ITAC, which shall continue as a wholly-owned subsidiary of the Company, and in connection therewith, (a) each share of ITAC Common Stock issued and outstanding immediately prior to the Effective Time, including shares of ITAC Class A Stock, if any, issued in a PIPE investment to be consummated immediately prior to the Effective Time, be cancelled, in exchange for the right of the holder thereof to receive an equal number of the Company s Ordinary Shares, and (b) each ITAC warrant will be exchanged for the right to receive the Company s warrant to purchase the same number of the Company s Ordinary Shares at the same exercise price during the same exercise period as the ITAC warrant being exchanged. The underwriter of ITAC s initial public offering holds an option to purchase ITAC common stock and warrants and that option will be assumed by the Company and the option shall relates to the same number of the Company s ordinary shares and a warrant issued by the Company to purchase the same number of Company ordinary shares at the same exercise price. 
+
+ As a result of the recapitalization, each continuing warrant and each outstanding Option shall become a warrant or an option to purchase such number of Ordinary Shares, in each instance determined by (i) multiplying the number of Ordinary Shares issuable upon such exercise of such security by the conversion ratio and (ii) dividing the exercise price of such security by the conversion ratio. All fractional Ordinary Shares shall be rounded to the next higher integral number of Ordinary Shares, and the adjusted purchase price or exercise price shall be computed to two decimal places. 
+
+ 
+
+ F-11
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
+U.S. dollars in thousands (except share and per share data)
+
+ NOTE 4:- REVENUE 
+
+ Disaggregation of Revenues 
+
+ Revenue disaggregated by geography, based on the billing address of the Company s customers, consists of the following (in thousands): 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ Six months ended June 30, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2021 
+
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Revenue 
+
+ 
+ 
+ 
+ % of Revenue 
+
+ 
+ 
+ 
+ Revenue 
+
+ 
+ 
+ 
+ % of Revenue 
+
+ 
+ 
+
+ 
+ 
+ Revenue by geography: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ USA 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 28 
+
+ 
+ 
+ 
+ 2.5 
+
+ 
+ 
+ % 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 15 
+
+ 
+ 
+ 
+ 10.9 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Sweden 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 563 
+
+ 
+ 
+ 
+ 51.2 
+
+ 
+ 
+ % 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Germany 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 253 
+
+ 
+ 
+ 
+ 23.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 29 
+
+ 
+ 
+ 
+ 21.1 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ China 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 187 
+
+ 
+ 
+ 
+ 17.0 
+
+ 
+ 
+ % 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25 
+
+ 
+ 
+ 
+ 18.2 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Hong Kong 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 35 
+
+ 
+ 
+ 
+ 3.2 
+
+ 
+ 
+ % 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Israel 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 34 
+
+ 
+ 
+ 
+ 3.1 
+
+ 
+ 
+ % 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 69 
+
+ 
+ 
+ 
+ 49.8 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ 
+ Total revenue 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,101 
+
+ 
+ 
+ 
+ 100 
+
+ 
+ 
+ % 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 138 
+
+ 
+ 
+ 
+ 100 
+
+ 
+ 
+ % 
+
+ 
+ 
+
+ 
+ Contract Liabilities 
+
+ There are no changes to contract liabilities accounting policy from the audited consolidated financial statements and accompanying notes for the year ended December 31, 2020. Contract liabilities presented as deferred revenue amounted to $1,081 and $281 as of June 30, 2021 and December 31, 2020, respectively. 
+
+ Remaining Performance Obligation 
+
+ The Company s remaining performance obligations are comprised of product and engineering services revenue not yet performed. As of June 30, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $2.2 million, which the Company expects to recognize as revenue over the next 12 months. 
+
+ Note 5:- COMMITMENTS AND CONTINGENT LIABILITIES 
+
+ a. Lease commitments: 
+
+ On December 11, 2017, the Company has entered into a lease agreement for its operating facilities. The lease agreement is effective commencing March 1, 2018 through February 28, 2021 and is automatically renewable unless the Company provides a notice 120 days before the end of the lease term. Such notice was not provided and the agreement automatically renewed till February 28, 2024. 
+
+ On December 30, 2018, the Company has entered into a new lease agreement in an additional floor in the same building. The new lease agreement is effective commencing January 1, 2019 through December 31, 2020 and requires a renewal notice by the Company 60 days before the end of the lease. Such notice was provided during 2020 and the agreement renewed till December 31, 2022. 
+
+ On June 24, 2021, the Company has entered into a new lease agreement for its operating facilities. The lease agreement is effective commencing July 1, 2021 through December 31, 2022 and is automatically renewable unless the Company provides a notice 30 days before the end of the lease term. 
+
+ 
+
+ F-12
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
+U.S. dollars in thousands (except share and per share data)
+
+ NOTE 5:- COMMITMENTS AND CONTINGENT LIABILITIES (cont.)
+
+ The minimum future lease payments due under the non-cancelable lease agreements subsequent to June 30, 2021, are as follows: 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Year ending December 31, 
+
+ 
+ 
+ 
+ Operating lease 
+
+ 
+ 
+
+ 
+ 
+ 2021 (six months) 
+
+ 
+ 
+ 
+ 140 
+
+ 
+ 
+
+ 
+ 
+ 2022 
+
+ 
+ 
+ 
+ 281 
+
+ 
+ 
+
+ 
+ 
+ 2023 
+
+ 
+ 
+ 
+ 205 
+
+ 
+ 
+
+ 
+ 
+ 2024 
+
+ 
+ 
+ 
+ 34 
+
+ 
+ 
+
+ 
+ Expenses for lease of facilities for the six months ended June 30, 2021 and 2020 were approximately $ 133 and $99, respectively. 
+
+ b. The Company participated in programs sponsored mainly by the Israeli government for the support of its research and development activities. Through June 30, 2021, the Company had obtained grants aggregating to $4,028 for certain of its research and development projects. The Company is obligated to pay royalties to the IIA, amounting to 3% of the sales of the products and other related revenues generated from such projects. The maximum aggregate royalties paid generally cannot exceed 100% of the grants received, plus annual interest generally equal to 12-months LIBOR applicable to dollar deposits, as published on the first business day of each calendar year. The obligation to pay these royalties is contingent on actual sales of the products and in the absence of such sales, no payment is required. 
+
+ Note 6:- CONVERTIBLE LOAN 
+
+ In addition to the agreements described in Note 7 of the audited consolidated financial statements and accompanying notes for the year ended December 31, 2020, during the first quarter of 2021, the Company received an additional amount of $11,337 as part of the additional advance investment agreement signed in January 2021, at a total amount of up to $12,978. The convertible loan is remeasured at fair value as of June 30, 2021. Changes in fair value recorded as finance expenses in the statements of operations. 
+
+ Note 7:- Share Capital 
+
+ As part of the recapitalization, upon the closing on October 7, 2021, the Company s board of directors and shareholders approved a 46.25783-for-one stock split and a change in par value from 0.01 NIS to 0.000216 and an amendment to the Company s memorandum and articles of association. As a result, all Ordinary shares, Preferred Shares, options for Ordinary Shares, warrants to Preferred Shares, exercise price and net loss per share amounts in these financial statements were adjusted retroactively for all periods presented in these consolidated financial statements as if the stock split and change in par value had been in effect at the beginning of the period covered by these consolidated financial statements. 
+
+ Note 8:- convertible preferred shares 
+
+ Following Note 10 of the audited consolidated financial statements and accompanying notes for the year ended December 31, 2020, in January 2021, some of the Warrants B-2 that were outstanding on December 31, 2020 were exercised resulting with the issuance of 685,587 shares of Series B-2 convertible preferred shares for total gross proceeds of $2,887. In April 2021, additional Warrants B-2 were exercised resulting with the issuance of 7,725 shares of Series B-2 convertible preferred shares for total gross proceeds of $60. 
+
+ 
+
+ F-13
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
+U.S. dollars in thousands (except share and per share data)
+
+ NOTE 8:- convertible preferred shares (cont.)
+
+ The following table sets forth information as to the authorized and issued and outstanding shares in each series of preferred shares and the aggregate liquidation preference for each series at June 30, 2021 and 2020. 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ June 30, 2021* 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Designated 
+Shares 
+Authorized 
+
+ 
+ 
+ 
+ Shares 
+Issued and 
+Outstanding 
+
+ 
+ 
+ 
+ Aggregate 
+Liquidation 
+Preference 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ (in thousands except of share data) 
+
+ 
+ 
+
+ 
+ 
+ Seed 
+
+ 
+ 
+ 
+ 6,938,675 
+
+ 
+ 
+ 
+ 5,540,254 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 650 
+
+ 
+ 
+
+ 
+ 
+ Series A 
+
+ 
+ 
+ 
+ 9,251,566 
+
+ 
+ 
+ 
+ 7,780,937 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,500 
+
+ 
+ 
+
+ 
+ 
+ Series A-1 
+
+ 
+ 
+ 
+ 6,938,675 
+
+ 
+ 
+ 
+ 5,460,043 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,500 
+
+ 
+ 
+
+ 
+ 
+ Series B 
+
+ 
+ 
+ 
+ 12,258,325 
+
+ 
+ 
+ 
+ 10,863,143 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 32,761 
+
+ 
+ 
+
+ 
+ 
+ Series B-1 
+
+ 
+ 
+ 
+ 4,625,783 
+
+ 
+ 
+ 
+ 4,144,887 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,000 
+
+ 
+ 
+
+ 
+ 
+ Series B-2 
+
+ 
+ 
+ 
+ 1,619,024 
+
+ 
+ 
+ 
+ 765,290 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,723 
+
+ 
+ 
+
+ 
+ 
+ Total convertible preferred shares 
+
+ 
+ 
+ 
+ 41,632,048 
+
+ 
+ 
+ 
+ 34,554,554 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 58,134 
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ December 31, 2020 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Designated 
+Shares 
+Authorized 
+
+ 
+ 
+ 
+ Shares 
+Issued and 
+Outstanding 
+
+ 
+ 
+ 
+ Aggregate 
+Liquidation 
+Preference 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ (in thousands except of share data) 
+
+ 
+ 
+
+ 
+ 
+ Seed 
+
+ 
+ 
+ 
+ 6,938,675 
+
+ 
+ 
+ 
+ 5,540,254 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 650 
+
+ 
+ 
+
+ 
+ 
+ Series A 
+
+ 
+ 
+ 
+ 9,251,566 
+
+ 
+ 
+ 
+ 7,780,937 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,500 
+
+ 
+ 
+
+ 
+ 
+ Series A-1 
+
+ 
+ 
+ 
+ 6,938,675 
+
+ 
+ 
+ 
+ 5,460,043 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,500 
+
+ 
+ 
+
+ 
+ 
+ Series B 
+
+ 
+ 
+ 
+ 12,258,325 
+
+ 
+ 
+ 
+ 10,863,143 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 32,761 
+
+ 
+ 
+
+ 
+ 
+ Series B-1 
+
+ 
+ 
+ 
+ 4,625,783 
+
+ 
+ 
+ 
+ 4,144,887 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,000 
+
+ 
+ 
+
+ 
+ 
+ Series B-2 
+
+ 
+ 
+ 
+ 1,619,024 
+
+ 
+ 
+ 
+ 71,977 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 256 
+
+ 
+ 
+
+ 
+ 
+ Total convertible preferred shares 
+
+ 
+ 
+ 
+ 41,632,048 
+
+ 
+ 
+ 
+ 33,861,241 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 55,667 
+
+ 
+ 
+
+ 
+ There is no change in the holders of the convertible preferred shares rights, preferences and privileges. 
+
+ Note 9:- SHARE BASED COMPENSATION 
+
+ a. General: 
+
+ During 2016, the Company adopted the 2016 Share Incentive Plan (the Plan ) which provides the Company the ability to grant its employees, directors and service providers options to purchase Ordinary shares of the Company, at a purchase price as determined by the Board of Directors at the date of grant. 
+
+ Each option granted under the Plan expires no later than 7 years from the date of grant or 60 days after termination. The options vest primarily over four years of employment. 
+
+ 
+
+ F-14
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
+U.S. dollars in thousands (except share and per share data)
+
+ NOTE 9:- SHARE BASED COMPENSATION (cont.)
+
+ b. Fair value factors: 
+
+ The following table set forth the parameters used in computation of the options compensation to employees: 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ Six months ended 
+June 30, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2021 
+
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+
+ 
+ 
+ Exercise price, in US dollar 
+
+ 
+ 
+ 
+ 1.22 4.32 
+
+ 
+ 
+ 
+ 0.12 1.25 
+
+ 
+ 
+
+ 
+ 
+ Expected term, in years 
+
+ 
+ 
+ 
+ 4.61 
+
+ 
+ 
+ 
+ 4.61 
+
+ 
+ 
+
+ 
+ 
+ Expected volatility 
+
+ 
+ 
+ 
+ 42.15% 43.05% 
+
+ 
+ 
+ 
+ 42.03% 42.64% 
+
+ 
+ 
+
+ 
+ 
+ Risk-free interest rate 
+
+ 
+ 
+ 
+ 0.49% 0.80% 
+
+ 
+ 
+ 
+ 0.36% 1.42% 
+
+ 
+ 
+
+ 
+ 
+ Expected dividend yield 
+
+ 
+ 
+ 
+ 0% 
+
+ 
+ 
+ 
+ 0% 
+
+ 
+ 
+
+ 
+ Fair Value: 
+
+ In determining the fair value for share options granted, the board of directors considered the fair value of the ordinary shares as of each grant date. The fair value of the ordinary shares underlying the share options was determined by the board of directors at each award grant date based upon a variety of factors, including the results obtained from independent third-party valuations, the Company s financial position and historical financial performance, the status of technological developments within the Company s products, the composition and ability of the current management team, an evaluation or benchmark of the Company s competition, the current business climate in the marketplace, the illiquid nature of the ordinary shares, arm s length sales of the Company s capital stock, the effect of the rights and preferences of the Company s preferred shareholders, and the prospects of a liquidity event, among others. 
+
+ Expected volatility: 
+
+ As the Company is privately owned, there is not sufficient historical volatility for the expected term of the stock options. Therefore, the Company uses an average historical share price volatility based on an analysis of reported data for a peer group of comparable publicly traded companies which were selected based upon industry similarities. 
+
+ Expected term (years): 
+
+ Expected term represents the period that the Company s option grants are expected to be outstanding. There is not sufficient historical share exercise data to calculate the expected term of the stock options. Therefore, the Company elected to utilize the simplified method to value option grants. Under this approach, the weighted-average expected life is presumed to be the average of the shortest vesting term and the contractual term of the option. 
+
+ Risk-free interest rate: 
+
+ The Company determined the risk-free interest rate by using a weighted-average equivalent to the expected term based on the U.S. Treasury yield curve in effect as of the date of grant. 
+
+ Expected dividend yield: 
+
+ The Company does not anticipate paying any dividends in the foreseeable future. Thus, the Company used 0% as its expected dividend yield. 
+
+ 
+
+ F-15
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
+U.S. dollars in thousands (except share and per share data)
+
+ NOTE 9:- SHARE BASED COMPENSATION (cont.)
+
+ c. The following table presents stock-based compensation expense for employees included in the Company s consolidated statements of operations: 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ Six months ended 
+June 30, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2021 
+
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+
+ 
+ 
+ Research and development 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 230 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 150 
+
+ 
+ 
+
+ 
+ 
+ Sales and marketing 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 36 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 34 
+
+ 
+ 
+
+ 
+ 
+ General and administrative 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 30 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 20 
+
+ 
+ 
+
+ 
+ 
+ Cost of revenues 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 16 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 3 
+
+ 
+ 
+
+ 
+ 
+ Total stock-based compensation expense 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 312 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 207 
+
+ 
+ 
+
+ 
+ Share based compensation expenses are not deductible for income tax purposes, and therefore the Company did not recognize any tax benefits related to the share-based compensation for the six months ended June 30, 2021 and 2020. 
+
+ During the six months of 2021 and 2020, the Company recognized the total fair value of the warrants of development related service providers as research and development expenses in the amounts of $37 and $28, respectively. 
+
+ NOTE 10:- NET LOSS PER SHARE ATTRIBUTIBLE TO ORDINARY SHARHOLDERS 
+
+ The following table sets forth the computation of basic and diluted net loss per share attributable to ordinary shareholders for the periods presented: 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ Six months ended 
+June 30, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2021 
+
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+
+ 
+ 
+ Numerator: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (28,959 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (7,790 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Denominator: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted* 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,417,400 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,154,101 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss per share attributable to ordinary shareholders, basic and diluted 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (3.07 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (0.85 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ The potential shares of ordinary shares that were excluded from the computation of diluted net loss per share attributable to ordinary shareholder for the periods presented because including them would have been anti-dilutive are as follows: 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ Six months ended 
+June 30, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2021 
+
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+
+ 
+ 
+ Convertible preferred shares 
+
+ 
+ 
+ 
+ 34,464,500 
+
+ 
+ 
+ 
+ 33,514,020 
+
+ 
+ 
+
+ 
+ 
+ Outstanding share options 
+
+ 
+ 
+ 
+ 3,324,568 
+
+ 
+ 
+ 
+ 1,646,267 
+
+ 
+ 
+
+ 
+ 
+ Total 
+
+ 
+ 
+ 
+ 37,789,068 
+
+ 
+ 
+ 
+ 35,160,287 
+
+ 
+ 
+
+ 
+ 
+
+ F-16
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
+U.S. dollars in thousands (except share and per share data)
+
+ NOTE 11:- SEGMENT INFORMATION 
+
+ The Company operates in one operating and reportable segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, who is the Company s chief executive officer ( CEO ), in deciding how to allocate resources and assessing performance. The Company s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level. 
+
+ Revenue by geography can be found in the revenue recognition disclosures in Note 4 above. The following table presents the Company s property and equipment, net of depreciation, by geographic country: 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ June 30,
+2021 
+
+ 
+ 
+ 
+ December 31,
+2021 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Israel 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 674 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 383 
+
+ 
+ 
+
+ 
+ 
+ United States 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1 
+
+ 
+ 
+
+ 
+ 
+ Total property and equipment, net: 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 674 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 384 
+
+ 
+ 
+
+ 
+ __________ 
+
+ *) Represents less than $1. 
+
+ Number of Customers accounted for over 10% of Revenue: 
+
+ During the six months ended June 30, 2021, the Company had two customers that accounted for 50.8% and 19.6%, respectively, of revenues. During the six months ended June 30, 2020, all of the company s customers were accounted for over 10% of revenues. 
+
+ NOTE 12:- SUBSEQUENT EVENTS 
+
+ The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to October 28, 2021, the date that the financial statements were issued. 
+
+ a. In August 2021, the Board of the Company approved and adopt the Arbe Robotics Ltd. 2021 Equity Incentive Plan (the Equity Plan ) including the terms and conditions of the Equity Plan, to become effective at and subject to the closing of the merger with ITAC. 
+
+ b. On August 16, 2021, Arbe and its wholly-owned U.S. subsidiary, Arbe Robotics US, Inc., entered into a debenture agreement with Scintilla Fund L.P. ( Scintilla ) pursuant to which, over a certain period Arbe can withdraw a term loan up to a total amount to $10.0 million. 
+
+ In August 2021, Arbe borrowed the first tranche of $5.0 million, part of which was used to prepay all outstanding loans. An additional tranche can be borrowed within 90 days from the initial disbursement. 
+
+ The loans mature on July 1, 2022 and bear interest of 10% per annum. Arbe paid a $250,000 facility arrangement fee at the initial closing and is obligated to pay a fee equal to 4% of the amount borrowed when the note is paid. 
+
+ The loans are secured by a pledge of all of the assets of the Company and contain affirmative, negative and financial covenants. Affirmative covenants include, among other things, the delivery of financial and other information. Negative covenants include, among other things, limitations on asset sales, mergers and acquisitions, indebtedness, liens, investments and transactions with affiliates. The Company was in compliance with all its financial covenants under the agreement. 
+
+ c. The Business Combination with ITAC was consummated on October 7, 2021 with ITAC becoming a wholly-owned subsidiary of the Company, and the securityholders of ITAC becoming securityholders of the Company. 
+
+ 
+
+ F-17
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
+U.S. dollars in thousands (except share and per share data)
+
+ NOTE 12:- SUBSEQUENT EVENTS (cont.)
+
+ Total gross proceeds resulted from the Business Combination were approximately $118,288 out of which total transaction costs amounted to approximately $19,447. The total gross proceeds include the $100,000 from the sale of 10,000,000 ordinary shares to PIPE investors at $10.00 per share. 
+
+ Pursuant to the Merger, Arbe issued to ITAC securityholders (a) 3,866,842 ordinary shares to the holders of ITAC common stock and (b) 10,735,680 Arbe warrants to the holders of ITAC warrants, of which 7,623,600 warrants are public warrants and 3,112,080 warrants are private warrants. 
+
+ Pursuant to the Business Combination Agreement, immediately prior to the Effective Time, Arbe affected the Recapitalization pursuant to which (a) each Exercising Arbe Warrants to purchase Arbe Ordinary Shares or Arbe Preferred Shares was exercised in accordance with their respective terms; (b) immediately following such exercise, each outstanding Arbe Preferred Share was converted into Arbe Ordinary Shares in accordance with the Existing Arbe Articles and (c) immediately following such conversion, but for the avoidance of doubt prior to the Effective Time, pursuant to the Recapitalization, the Company effected a 46.25783-for-one stock split and par value of the ordinary shares was changed from NIS 0.01 per share to NIS 0.000216 per share. 
+
+ 
+
+ 
+
+ F-18
+
+ Table of Contents
+
+ 
+ Report of Independent Registered Public Accounting Firm 
+
+ To the Shareholders and Board of Directors of
+Arbe Robotics Ltd. 
+
+ Opinion on the Consolidated Financial Statements 
+
+ We have audited the accompanying consolidated balance sheets of Arbe Robotics Ltd. and its subsidiary (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, statement of changes in redeemable convertible preferred shares and shareholders deficiency, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. 
+
+ Going Concern 
+
+ The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1b to the consolidated financial statements, the Company has suffered recurring losses from operations, and has a negative cash-flow from operating activities that raise substantial doubt about its ability to continue as a going concern. Management s plans in regard to these matters are also described in Note 1b. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 
+
+ Basis for Opinion 
+
+ These consolidated financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. 
+
+ Our audits included performing procedures to assess the risk of material misstatement of the consolidated financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. 
+
+ 
+
+ 
+ 
+ /s/ Somekh Chaikin 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Member Firm of KPMG International 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ We have served as the Company s auditor since 2021. 
+
+ June 3, 2021 Except for Note 9 a as to which the date is October 28, 2021 
+
+ Tel-Aviv, Israel 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ F-19
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+CONSOLIDATED BALANCE SHEETS
+U.S. dollars in thousands 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ December 31, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+ 
+ 2019 
+
+ 
+ 
+
+ 
+ 
+ ASSETS 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ CURRENT ASSETS: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Cash and cash equivalents 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 2,857 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 6,989 
+
+ 
+ 
+
+ 
+ 
+ Restricted cash 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 97 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 14 
+
+ 
+ 
+
+ 
+ 
+ Short term bank deposits 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 100 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,960 
+
+ 
+ 
+
+ 
+ 
+ Trade receivable 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 137 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Prepaid expenses and other receivables 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 830 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 459 
+
+ 
+ 
+
+ 
+ 
+ Total current assets 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 4,021 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 17,422 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ NON-CURRENT ASSETS: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Property and equipment, net 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 384 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 456 
+
+ 
+ 
+
+ 
+ 
+ Total non-current assets 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 384 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 456 
+
+ 
+ 
+
+ 
+ 
+ Total assets 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 4,405 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 17,878 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS DEFICIENCY 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ CURRENT LIABILITIES: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Current maturities of long-term loan 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,879 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,993 
+
+ 
+ 
+
+ 
+ 
+ Trade payables 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,209 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,272 
+
+ 
+ 
+
+ 
+ 
+ Employees and payroll accruals 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,538 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,171 
+
+ 
+ 
+
+ 
+ 
+ Deferred revenue 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 281 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 206 
+
+ 
+ 
+
+ 
+ 
+ Accrued expenses and other payables 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 364 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 720 
+
+ 
+ 
+
+ 
+ 
+ Total current liabilities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 5,271 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 6,362 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ LONG-TERM LIABILITIES: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Long-term loan 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 676 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,106 
+
+ 
+ 
+
+ 
+ 
+ Convertible loan 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,641 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Warrants to purchase Series B-1 preferred shares 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 375 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 139 
+
+ 
+ 
+
+ 
+ 
+ Warrants to purchase Series B-2 preferred shares 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,159 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 351 
+
+ 
+ 
+
+ 
+ 
+ Total long-term liabilities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 3,851 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,596 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ REDEEMABLE CONVERTIBLE PREFERRED SHARES*: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Seed redeemable convertible preferred shares, NIS 0.000216 par value per share, 6,938,675 shares authorized as of December 31, 2020 and 2019; 5,540,254 issued and outstanding as of December 31, 2020 and 2019; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 650 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 650 
+
+ 
+ 
+
+ 
+ 
+ Series A redeemable convertible preferred shares, NIS 0.000216 par value per share, 9,251,566 shares authorized as of December 31, 2020 and 2019; 7,780,937 issued and outstanding as of December 31, 2020 and 2019; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,394 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,394 
+
+ 
+ 
+
+ 
+ 
+ Series A-1 redeemable convertible preferred shares, NIS 0.000216 par value per share, 6,938,675 shares authorized as of December 31, 2020 and 2019; 5,460,043 issued and outstanding as of December 31, 2020 and 2019; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,500 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,500 
+
+ 
+ 
+
+ 
+ 
+ Series B redeemable convertible preferred shares, NIS 0.000216 par value per share, 12,258,325 and 13,877,349 shares authorized as of December 31, 2020 and 2019, respectively; 10,863,143 and 10,468,517 issued and outstanding as of December 31, 2020 and 2019, respectively; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 32,159 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 30,982 
+
+ 
+ 
+
+ 
+ 
+ Series B-1 redeemable convertible preferred shares, NIS 0.000216 par value per share, 4,625,783 shares authorized as of December 31, 2020 and 2019; 4,144,887 issued and outstanding as of December 31, 2020 and 2019; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,447 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,447 
+
+ 
+ 
+
+ 
+ 
+ Series B-2 redeemable convertible preferred shares, NIS 0.000216 par value per share, 1,619,024 and 0 shares authorized as of December 31, 2020 and 2019, respectively; 71,977 and 0 issued and outstanding as of December 31, 2020 and 2019, respectively; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 290 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Total redeemable convertible preferred shares 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 55,440 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 53,973 
+
+ 
+ 
+
+ 
+ 
+
+ 
+
+ 
+
+ F-20
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+CONSOLIDATED BALANCE SHEETS (Continued)
+U.S. dollars in thousands 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ December 31, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+ 
+ 2019 
+
+ 
+ 
+
+ 
+ 
+ SHAREHOLDERS DEFICIENCY: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Ordinary Shares, NIS 0.000216 par value; 53,196,505 and 53,196,505 authorized shares; 9,272,428 and 9,046,274 outstanding shares at December 31, 2020 and 2019, respectively*; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ *) 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ *) 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Additional paid-in capital 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,397 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 876 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Accumulated deficit 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (61,554 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (45,929 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Total shareholders deficiency 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (60,157 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (45,053 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Total liabilities, redeemable convertible preferred shares and shareholders deficiency 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 4,405 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 17,878 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ ____________
+ *) Represents less than $1. 
+
+ * Prior period results have been retroactively adjusted to reflect the 1:46.25783 stock split and the changes in par value from NIS 0.01 to NIS 0.000216 effected on October 7, 2021. See also Note 9, Share Capital, for details. 
+
+ The accompanying notes are an integral part of these consolidated financial statements. 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ F-21
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+CONSOLIDATED STATEMENTS OF OPERATIONS
+U.S. dollars in thousands (except share and per share data) 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Year ended 
+December 31, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+ 
+ 2019 
+
+ 
+ 
+
+ 
+ 
+ Revenues 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 332 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cost of revenues 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 340 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Gross loss 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 8 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Operating expenses: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Research and development, net 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 12,794 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 22,012 
+
+ 
+ 
+
+ 
+ 
+ Sales and marketing 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,063 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,933 
+
+ 
+ 
+
+ 
+ 
+ General and administrative 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,093 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,187 
+
+ 
+ 
+
+ 
+ 
+ Total operating expenses 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 14,950 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,132 
+
+ 
+ 
+
+ 
+ 
+ Operating loss 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 14,958 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 25,132 
+
+ 
+ 
+
+ 
+ 
+ Financial expenses, net 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 667 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 475 
+
+ 
+ 
+
+ 
+ 
+ Net loss 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 15,625 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 25,607 
+
+ 
+ 
+
+ 
+ 
+ Basic and diluted net loss per share attributable to Ordinary Shareholders 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1.70 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 2.87 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Weighted-average number of shares used in computing basic and diluted net loss per share attributable to Ordinary Shareholders* 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,205,169 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 8,910,561 
+
+ 
+ 
+
+ 
+ ____________
+ * Prior period results have been retroactively adjusted to reflect the 1:46.25783 stock split and the changes in par value from NIS 0.01 to NIS 0.000216 effected on October 7, 2021. See also Note 9, Share Capital, for details. 
+
+ The accompanying notes are an integral part of these consolidated financial statements. 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ F-22
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND 
+SHAREHOLDERS DEFICIENCY
+U.S. dollars in thousands (except share data) 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Redeemable convertible preferred Shares 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ Additional paid-in capital 
+
+ 
+ 
+ 
+ Accumulated deficit 
+
+ 
+ 
+ 
+ Total Shareholders deficiency 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Seed 
+
+ 
+ 
+ 
+ Series A 
+
+ 
+ 
+ 
+ Series A-1 
+
+ 
+ 
+ 
+ Series B 
+
+ 
+ 
+ 
+ Series B-1 
+
+ 
+ 
+ 
+ Series B-2 
+
+ 
+ 
+ 
+ Total
+Amount 
+
+ 
+ 
+ 
+ Ordinary Shares 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+ Number 
+
+ 
+ 
+ 
+ Amount 
+
+ 
+ 
+ 
+
+ 
+ 
+ Balance at January 1, 2019* 
+
+ 
+ 
+ 
+ 5,540,254 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 650 
+
+ 
+ 
+ 
+ 7,780,937 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 9,394 
+
+ 
+ 
+ 
+ 5,460,043 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 2,500 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 12,544 
+
+ 
+ 
+ 
+ 8,909,813 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 407 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (20,322 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (19,915 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Issuance of redeemable convertible preferred shares 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 10,468,517 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 30,982 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 30,982 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Conversion of convertible loan 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 4,144,887 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,447 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,447 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Stock-based compensation 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 411 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 411 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Warrants to service providers 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 58 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 58 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Exercise of options 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 136,461 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Net loss 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (25,607 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (25,607 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Balance at December 31, 
+2019* 
+
+ 
+ 
+ 
+ 5,540,254 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 650 
+
+ 
+ 
+ 
+ 7,780,937 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,394 
+
+ 
+ 
+ 
+ 5,460,043 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,500 
+
+ 
+ 
+ 
+ 10,468,517 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 30,982 
+
+ 
+ 
+ 
+ 4,144,887 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 10,477 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 53,973 
+
+ 
+ 
+ 
+ 9,046,274 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 876 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (45,929 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (45,053 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Issuance of redeemable convertible preferred shares 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 394,626 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,177 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,177 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Exercise and conversion of warrants 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 71,977 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 290 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 290 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Stock-based compensation 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 439 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 439 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Warrants to service providers 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 52 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 52 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Exercise of options 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 226,154 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 30 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 30 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net loss 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (15,625 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (15,625 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Balance at December 31, 
+2020* 
+
+ 
+ 
+ 
+ 5,540,254 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 650 
+
+ 
+ 
+ 
+ 7,780,937 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 9,394 
+
+ 
+ 
+ 
+ 5,460,043 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 2,500 
+
+ 
+ 
+ 
+ 10,863,143 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 32,159 
+
+ 
+ 
+ 
+ 4,144,887 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 10,447 
+
+ 
+ 
+ 
+ 71,977 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 290 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 55,440 
+
+ 
+ 
+ 
+ 9,272,428 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 1,397 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (61,554 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (60,157 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ ____________
+ *) Represents less than $1. 
+
+ * Prior period results have been retroactively adjusted to reflect the 46.25783-for-one stock split and the changes in par value from NIS 0.01 NIS to 0.000216 effected on October 7, 2021. See also Note 9, Share Capital, for details. 
+
+ The accompanying notes are an integral part of the consolidated financial statements. 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ F-23
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+CONSOLIDATED STATEMENTS OF CASH FLOWS
+U.S. dollars in thousands 
+
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Year ended 
+December 31, 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 2020 
+
+ 
+ 
+ 
+ 2019 
+
+ 
+ 
+
+ 
+ 
+ Cash flows from operating activities: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net Loss 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (15,625 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ (25,607 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Adjustments to reconcile loss to net cash used in operating activities: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Depreciation 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 228 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 237 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Stock-based compensation 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 439 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 411 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Warrants to service providers 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 52 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 58 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Revaluation of warrants and accretion 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,106 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 26 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Revaluation of convertible loan 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 184 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Change in operating assets and liabilities: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Increase in trade receivable 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (137 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Decrease (increase) in prepaid expenses and other receivables 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (371 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 556 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Increase (decrease) in trade payables 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (1,063 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 692 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Increase in employees and payroll accruals 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 367 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 398 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Increase in deferred revenue 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 75 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 206 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Increase (decrease) in accrued expenses and other payables 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (356 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 280 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net cash used in operating activities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (15,285 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (22,559 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cash flows from investing activities: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Change in bank deposits 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,860 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (8,310 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Purchase of property and equipment 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (156 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (227 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Net cash provided by (used in) investing activities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 9,704 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (8,537 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cash flows from financing activities: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Proceeds from long-term loan and warrants for the purchase of Series B-1 redeemable convertible preferred shares, net of issuance costs of $50 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 4,764 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Repayment of long-term loan 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (1,585 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (560 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Proceeds from issuance of redeemable convertible preferred shares and warrants for the purchase of Series B-2 redeemable convertible preferred shares, net of 2019 issuance costs of $230 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,190 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 31,341 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Proceeds from Exercise of warrants 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 256 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Proceeds from exercise of options, net 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 30 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ * 
+
+ 
+ 
+ ) 
+
+ 
+ 
+
+ 
+ 
+ Proceeds from convertible loan 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,641 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Net cash provided by financing activities 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 1,532 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 35,545 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Increase (decrease) in cash, cash equivalents and restricted cash 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (4,049 
+
+ 
+ 
+ ) 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 4,449 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cash, cash equivalents and restricted cash at the beginning of the year 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 7,003 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2,554 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Cash, cash equivalents and restricted cash at the end of the year 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 2,954 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 7,003 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Supplemental non-cash disclosure: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Conversion of warrants liability into convertible preferred shares 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 85 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Conversion of convertible loan 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 10,447 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Supplemental disclosure of cash flows activities: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Interest paid 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 411 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+ $ 
+
+ 
+ 
+ 259 
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ ____________
+ *) Represents less than $1. 
+
+ The accompanying notes are an integral part of the consolidated financial statements. 
+
+ 
+
+ 
+
+ 
+
+ F-24
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+U.S. dollars in thousands (except share and per share data) 
+
+ Note 1:- General 
+
+ a. Arbe Robotics Ltd. (the Company ) was founded and registered on November 4, 2015 and commenced its activities in January 2016. The Company is a provider of 4D imaging radar solution for safer and autonomous vehicles. 
+
+ On October 26, 2017, the Company established a new entity under the General Corporation Laws of the State of Delaware, named Arbe Robotics US Inc . Arbe Robotics US Inc is engaged mainly in the Company s sales and will operate as the Company s distributor in the U.S. 
+
+ b. As of December 31, 2020, the Company has an accumulated deficit in the amount of $61,554 and negative cash flows from operating activities in the amount of $15,285 for the year ended December 31, 2020. 
+
+ To date, the Company has not generated enough revenues from its activities and therefore continues to depend on fundraising from new and existing investors to finance its activities up until a positive cash flow from its business operation will be achieved. These conditions raise substantial doubt about the Company s ability to continue as a going concern. The Company s management seeks to raise the required funds in order to continue to operate as a going concern in the coming year. Nonetheless, there can be no assurance that additional financing will be available on satisfactory terms, or at all. If the Company is unable to secure needed financing, management may be forced to take additional restructuring actions, which may include significantly reducing its anticipated level of expenditures. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. 
+
+ c. The Company depends on a certain supplier for the development and production of its products. If this supplier fails to deliver or delays the delivery of the necessary products, the Company will be required to seek alternative sources of supply. A change in this supplier could result in manufacturing delays, which could cause a possible loss of sales and, consequently, could adversely affect the Company s results of operations and financial position. 
+
+ d. In the first quarter of 2020, the world was hit by the global spread of COVID-19. This dramatic event resulted in macroeconomic consequences. Many countries, including Israel, took significant steps to stem the spread of the virus. These measures included: quarantines, social distancing, restrictions on the movement of citizens, minimizing (and preventing) gatherings and events, restricting transportation of passengers and goods, closing international borders. 
+
+ The spread of COVID-19 and the actions taken by governments have had a significant impact on the automotive industry, which experienced a dramatic decline in volumes of vehicle production and sales. Some automotive factories were shut down during this period and new projects planned for the near future were put on hold or cancelled. As a result, some advanced driver assistance systems providers, announced following the spread of the pandemic that production would be suspended due to low demand and bottlenecks in the supply chain, alongside their commitment to safeguard the health of employees. 
+
+ The extent of the impact of the pandemic on the Company s operational and financial performance will depend on various future developments, including the duration and spread of the COVID-19 outbreak and impact on the Company s customers, suppliers, contract manufacturers and employees, all of which is uncertain at this time. The Company believes that the long-term horizon of its business plans can mitigate the impact of the pandemic, but it has taken various measures (such as furloughing employees and adjusting wages) to minimize expenses during this period of reduced activity. 
+
+ Overall, the Company significantly reduced its research and development expenses in the year ended December 31, 2020 compare to 2019 and it does not believe that there was any material adverse effect on its revenue. 
+
+ 
+
+ 
+
+ 
+
+ F-25
+
+ Table of Contents
+
+ 
+ ARBE ROBOTICS LTD. AND ITS SUBSIDIARY
+NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+U.S. dollars in thousands (except share and per share data)
+
+ Note 2:- Significant Accounting Policies 
+
+ a. Basis of presentation: 
+
+ The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP). The significant accounting policies followed in the preparation of the financial statements, applied on a consistent basis for all years presented in these financial statements. 
+
+ The consolidated financial statements include the accounts of the Company s wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. 
+
+ b. Use of estimates: 
+
+ The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions including fair value of warrants, share-based compensation and the underlying fair value of the Company s ordinary shares. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates. 
+
+ c. Consolidated financial statements in U.S. dollars: 
+
+ A substantial portion the Company s activity including transactions with customers, as well as equity transactions and cash investments, are incurred in U.S. dollars. The Company s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company operates. Thus, the
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/ARBKL_argo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/ARBKL_argo_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/ARBKL_argo_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/ASO_academy_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/ASO_academy_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fa155e35e102cdc92f021949628a809c69fcc6d5
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/ASO_academy_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights selected information contained elsewhere in this prospectus or incorporated by reference herein from our filings with the SEC listed under Incorporation by Reference. This summary does not contain all of the information that you should consider before deciding to invest in our common stock. You should carefully read this entire prospectus and the information incorporated by reference in this prospectus, including any free writing prospectus prepared by us or on our behalf, including the sections entitled Risk Factors and Forward-Looking Statements included elsewhere in this prospectus and Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and our audited consolidated financial statements and related notes thereto in our Annual Report incorporated by reference herein, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Who We Are Academy Sports + Outdoors is one of the leading full-line sporting goods and outdoor recreation retailers in the United States. We estimate that we served approximately 30 million unique customers and completed approximately 80 million transactions in 2020 across our seamless omnichannel platform and highly productive stores, resulting in net sales of $5.7 billion and making us the largest value-oriented sporting goods and outdoor recreation retailer in the country. We have continually increased our market share by expanding our leadership in fast-growing merchandise categories and offering a broad, value-oriented assortment with deep and localized customer connections. We believe the following key attributes differentiate us from our competitors: Value-based assortment that enables our customers to participate and have fun, no matter their budget. Broad assortment that extends beyond sporting goods and apparel to outdoor recreation. Emerging, rapidly growing and profitable omnichannel strategy that leverages our strong BOPIS and shipping fulfillment capabilities. Strong customer loyalty, with opportunities to increase penetration in existing markets. Regional focus in the southern United States with a strong and growing presence in six of the top 10 fastest-growing Metropolitan Statistical Areas ( MSAs ). Core customers comprising active families that we support with one-stop shop convenience. Significant whitespace opportunity for both in-fill and adjacent geographies and new markets. Strong financial profile with accelerating performance and attractive cash flow generation. Originally founded in 1938 as a family business in Texas, we have grown to 259 stores across 16 contiguous states. Our mission is to provide Fun for All and we fulfill this mission with a localized merchandising strategy and value proposition that deeply connect with a broad range of consumers. Our product assortment focuses on key categories of outdoor, apparel, sports & recreation and footwear (representing 35%, 25%, 22% and 18% of our 2020 net sales, respectively) through both leading national brands and a portfolio of 19 owned brands, which go well beyond traditional sporting goods and apparel offerings. Our retail locations range in size from approximately 40,000 to 130,000 gross square feet, with an average size of approximately 70,000 gross square feet, and have no mall exposure. Our box size and layout create a spacious in-store experience for the current shopping environment and easily accessible front of store checkout that drives efficiency for our BOPIS and curbside pickup customers. Our stores are supported by over 22,000 knowledgeable team members offering a high-touch service element. Our stores have remained open during the COVID-19 pandemic as a result of our essential product offering and enhanced safety measures, resulting in continued market share gains and greater visibility in newer markets to the Academy brand and increased community connections. We operate three distribution centers that service our stores and our growing e-commerce platform, which reaches 47 states today. We have significant new store whitespace and our disciplined approach to store openings has allowed most stores to achieve profitability within the first twelve months of opening a store. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted. Subject to completion, dated September 13, 2021 Preliminary Prospectus 18,645,602 Shares Academy Sports and Outdoors, Inc. Common Stock The selling stockholders named in this prospectus are offering 18,645,602 shares of common stock of Academy Sports and Outdoors, Inc. We will not receive any proceeds from the sale of our common stock by the selling stockholders. Our common stock is listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol ASO. On September 10, 2021, the closing sales price of our common stock as reported on the Nasdaq was $45.74 per share. Subject to the completion of the offering, we intend to concurrently repurchase from the underwriters, out of the aggregate 18,645,602 shares of our common stock that are the subject of the offering, a number of shares (rounded down to the nearest whole share) having an aggregate purchase price of up to $200 million. The price per share to be paid by us will equal the price at which the underwriters will purchase the shares from the selling stockholder in the offering. The offering is not conditioned upon the completion of the share repurchase. Investing in our common stock involves risks. See Risk Factors beginning on page 18 to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Price to Public(1) Underwriting Discounts and Commissions(2)(3) Proceeds to the Selling Stockholders Per Share $ $ $ Total $ $ $ (1) The public offering price for the shares offered to the public was $ per share. The price for the shares we intend to repurchase from the underwriters was $ per share. (2) The underwriting discount for the shares offered to the public was $ per share. No underwriting discount or commissions will be paid to the underwriters with respect to the shares we intend to repurchase. (3) See Underwriting (Conflicts of Interest) for additional information regarding underwriting compensation. The underwriters expect to deliver the shares on or about , 2021. Bookrunners Credit Suisse KKR J.P. Morgan BofA Securities The date of this prospectus is , 2021. TABLE OF CONTENTS INDUSTRY AND MARKET DATA Within this prospectus and the documents incorporated by reference herein, we reference information and statistics regarding the sporting goods and outdoor recreation retail industries. We have obtained this information and statistics from various independent third-party sources, including independent industry publications, reports by market research firms and other independent sources, including Allied Market Research and Sporting Goods Intelligence, Inc. Some data and other information contained, or incorporated by reference, in this prospectus are also based on management s estimates and calculations, which are derived from our review and interpretation of internal company research, surveys and independent sources. Data regarding the industries in which we compete and our market position and market share within these industries are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond our control, but we believe they generally indicate size, position and market share within these industries. While we believe such information is reliable, we have not independently verified any third-party information. While we believe our internal company research, surveys and estimates are reliable, such research, surveys and estimates have not been verified by any independent source. In addition, assumptions and estimates of our and our industries future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in Risk Factors in this prospectus and Risk Factors in our Annual Report (as defined herein) incorporated by reference in this prospectus. These and other factors could cause our future performance to differ materially from our assumptions and estimates. See Forward-Looking Statements. As a result, you should be aware that market, ranking, and other similar industry data included, or incorporated by reference, in this prospectus, and estimates and beliefs based on that data may not be reliable. None of us, the selling stockholders and the underwriters can guarantee the accuracy or completeness of any such information contained, or incorporated by reference, in this prospectus. TRADEMARKS, TRADENAMES, SERVICE MARKS AND COPYRIGHTS We own and license a number of registered and common law trademarks and pending applications for trademark registrations in the United States, primarily through our subsidiaries, including, for example: Academy Sports + Outdoors , Magellan Outdoors , BCG , O rageous and Outdoor Gourmet . Unless otherwise indicated, all trademarks appearing in this prospectus are proprietary to us, our affiliates and/or licensors. This prospectus and the documents incorporated by reference herein also contain trademarks, tradenames, service marks and copyrights of other companies, which are the property of their respective owners. Solely for convenience, certain trademarks, tradenames, service marks and copyrights referred to in this prospectus (or in documents incorporated by reference herein) may appear without the , and symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, tradenames, service marks and copyrights. We do not intend our use or display of other parties trademarks, tradenames, service marks or copyrights to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties. TABLE OF CONTENTS We are active members of the communities in which we operate. Our long-time customers have grown up with the Academy brand over time and pass their passion for us on to the next generation, enabling us to benefit from strong customer loyalty and shopping frequency in our embedded regional markets. Our broad assortment appeals to all ages, incomes and aspirations, including beginning and advanced athletes, families enjoying outdoor recreation and enthusiasts pursuing their passion for sports and the outdoors. We enable our customers to enjoy a variety of sports and outdoors activities, whether they are trying out a new sport, tailgating for a sporting event or hosting a family barbecue. We enhance our customers shopping experience through our knowledgeable and passionate team members and value-added store services, making us a preferred, one-stop shopping destination. We carefully tailor our products and services to meet local needs and offer our customers memorable experiences that help us maintain lasting emotional connections with our loyal customer base and the communities we serve. We sell a range of sporting and outdoor recreation products. Our strong merchandise assortment is anchored by our broad offering of year-round items, such as fitness equipment and apparel, work and casual wear, folding chairs, wagons and tents, training and running shoes and coolers. We also carry a deep selection of seasonal items, such as sports equipment and apparel, seasonal wear and accessories, hunting and fishing equipment and apparel, patio furniture, trampolines, play sets, bicycles and severe weather supplies. We provide locally relevant offerings, such as crawfish boilers in Louisiana, licensed apparel for area sports fans, baits and lures for area fishing spots and beach towels in coastal markets. Our value-based assortment also includes exclusive products from our portfolio of 19 owned brands. Nearly 20% of our 2020 sales were from our owned brands, such as Magellan Outdoors and BCG, which offer a distinct offering to our customers and approximately 56% of our customers purchased an owned brand item from us in 2020. Our merchandising creates a balanced sales mix throughout the year with no single season accounting for more than 28% of our annual sales. Our stores deliver industry-leading unit sales and profitability, including 2020 net sales per store of $22.0 million, average total sales per square foot of $311, and average EBITDA per store of $2.3 million. Our customers love the Academy store shopping experience because they are able to easily find, learn about, feel, try on and walk out with their favorite items. Our one-stop, convenient store layout, together with our highly trained team members offering value-added customer services, drive strong and consistent store foot traffic and transaction volume, with our average customers visiting our stores two to three times per year and our best customers visiting our stores nine times per year. The majority of our stores are located in high-traffic shopping centers, while none of the stores are located in, or anchored to, malls. Our emerging, profitable e-commerce platform that leverages our strong BOPIS and shipping fulfillment capabilities has achieved year-over-year sales growth of 138% and 8% during 2020 and 2019, respectively. Our e-commerce sales represented 10.4% and 5.1% of our merchandise sales in 2020 and 2019, respectively. We are deepening our customer relationships, further integrating our e-commerce platform with our stores and driving operating efficiencies by developing our omnichannel capabilities. Our BOPIS program, launched in 2019, allows customers to place an order on our website and pick up their product at a desired location, either in-store or curbside. Our website also serves as a platform for marketing and product education, enhancing our customer experience and driving traffic to our stores. Our website is introducing new customers to the Academy brand, with approximately 39% of our e-commerce sales during 2020 coming from new households. We serve our communities by supporting events, programs and organizations that help make a positive impact, including the sponsorship of over 1,500 local sports teams. We promote and encourage safety and responsibility, so that everyone can feel confident and comfortable doing what they love, by offering products and information that enable our customers to be smart, responsible and safe. We have a long history of providing essential products for crisis preparedness and have helped our communities, customers and team members through various natural disasters and crises. We finished 2020 with approximately $5.7 billion in sales, $308.8 million of net income and $607.0 million in Adjusted EBITDA. Although comparable sales were negative for 2017, 2018 and 2019, as of the end of the fourth quarter of 2020, we have seen six consecutive quarters of positive comparable sales and Adjusted EBITDA growth. We earned net income of $308.8 million, $120.0 million and $21.4 million during 2020, 2019 and 2018, respectively. See Summary Historical Consolidated Financial and Other Data for definitions of Adjusted EBITDA and Adjusted Free Cash Flow and reconciliations of Adjusted EBITDA to net income and Adjusted Free Cash Flow to net cash provided by operating activities. TABLE OF CONTENTS BASIS OF PRESENTATION Certain Definitions The following terms are used in this prospectus unless otherwise noted or indicated by the context: 2015 Term Loan Facility means our senior secured term loans facility due July 2, 2022, which was repaid in full on November 6, 2020 with the net proceeds from the 2027 Notes and the Term Loan Facility, together with cash on hand; 2021 Vesting Event means the vesting event that occurred in connection with the secondary offering of our shares of common stock in May 2021 which resulted in a reduction of KKR s ownership interest in the Company, as described under Note 1 to our financial statements included in our Q2 Quarterly Report incorporated by reference herein; 2027 Notes means our 6.00% senior secured notes due November 15, 2027, as described under Note 4 to our audited consolidated financial statements in our Annual Report incorporated by reference herein; ABL Facility means our senior secured asset-based revolving credit facility, as described under Note 4 to our audited consolidated financial statements in our Annual Report incorporated by reference herein; Academy, Academy Sports + Outdoors, the Company, we, us and our refer to, (1) prior to October 1, 2020, New Academy Holding Company, LLC, a Delaware limited liability company and the prior parent holding company for our operations, and its consolidated subsidiaries; and (2) on and after October 1, 2020, Academy Sports and Outdoors, Inc., a Delaware corporation and the current parent holding company for our operations, and its consolidated subsidiaries; Adviser means Kohlberg Kravis Roberts & Co. L.P.; Annual Report means our Annual Report on Form 10-K for the fiscal year ended January 30, 2021, filed on April 7, 2021; Average order value means in-store and e-commerce merchandise sales divided by the number of sales transactions, which indicates the average amount of a sales receipt; BOPIS means our buy-online-pickup-in-store program; Comparable sales means the percentage of period-over-period net sales increase or decrease, in the aggregate, for stores open after thirteen full fiscal months as well as for all e-commerce sales. See Management s Discussion and Analysis of Financial Condition and Results of Operations How We Assess the Performance of Our Business Comparable Sales in our Annual Report incorporated by reference herein. There may be variations in the way in which some of our competitors and other retailers calculate comparable sales. As a result, data included, or incorporated by reference, in this prospectus regarding our comparable sales may not be comparable to similar data made available by other retailers; footprint means, in the aggregate, the geographic locations where our stores are located. As of the date of this prospectus, our stores are located in the following states: Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Mississippi, Missouri, North Carolina, Oklahoma, South Carolina, Tennessee and Texas; full-line sporting goods and outdoor recreation retailers means: retailers who offer all three of the following categories, across all price points and brands (i) sporting goods (e.g., team and individual sports, footwear/apparel, fitness), (ii) outdoor goods (e.g., hunting gear, fishing rods, outdoor cooking, camping), and (iii) recreation goods (e.g., pools, backyard living, bikes). Among the current full-line sporting goods and outdoor recreation retailers in the United States, management has determined that the Company is one of the leading full-line sporting goods and outdoor recreation retailers because its annual revenue in each of the years from 2014 to 2020 is the second highest; IPO means the initial public offering of our common stock, which closed on October 6, 2020; TABLE OF CONTENTS Our Performance Improvement Initiatives We have made significant progress on several key performance improvement initiatives that drove positive comparable sales and Adjusted EBITDA growth in the last six consecutive quarters ended January 30, 2021, and created a foundation for our future growth. These key initiatives include: Strengthened leadership team Our leadership team comprises nine highly experienced and proven individuals, seven of whom joined Academy since 2017, led by our Chief Executive Officer and including our Chief Financial Officer, Chief Merchandising Officer, EVP of Retail Operations, SVP of Logistics and Supply Chain, SVP of Omnichannel, and Chief Information Officer. Our leadership team also recently demonstrated its ability to adapt, operate and gain market share and new customers during the most challenging of retail environments, including its ability to safely operate our stores and distribution centers, source and deliver our merchandise, and manage our liquidity and expenses in all elements of our business during the COVID-19 pandemic. Build omnichannel After investing approximately $50 million in our omnichannel capabilities from 2017 through 2019, we launched several new omnichannel initiatives in 2019, including our BOPIS program, ship-to-store program and new website design, content and functionality. Our mobile app, which launched in the second quarter of 2021, also supports our stores with digital marketing and our BOPIS and ship-to-store programs. While still early in our omnichannel strategy, we have built a profitable omnichannel business that is poised for continued growth and improvement of capabilities. Localized merchandising Since 2018, we improved the localization of our assortment across selected inventory offerings. This initiative resulted in an improved customer shopping experience and increased sales. Category focus In 2019 and continuing into 2020, we improved and focused our assortments in priority product categories, such as team sports, fishing and outdoors, while exiting certain other product categories, such as luggage, electronics and toys, that were less profitable or unprofitable, slower moving, and not core to our sporting goods and outdoor offering. Enhance store optimization We leverage technology to enable our store team members to better manage, prioritize and reduce tasks to give them more time to engage in customer service, thereby increasing our productivity and sales conversion. Digital marketing program During the last two years, we shifted our primary marketing focus from print to digital marketing. Our improved website also supports our stores with digital marketing and our BOPIS program. Each of these initiatives has given us a closer connection with our customers. Implement loyalty program We launched the Academy Credit Card program in May 2019, which constituted approximately 4.5% of 2020 net sales. Academy Credit Card represents a significant opportunity to build customer loyalty, as our Academy Credit Card customers both spend more per trip and visit our stores more often. Programmatic inventory management We implemented a new disciplined price markdown strategy that has improved our margins and inventory management, as well as a new merchandise planning and allocation system that enables us to target inventory by store market to allow us to localize our offerings and sizes. This along with automated inventory ordering drove a significant amount of our margin expansion and improved inventory turns from 2.84x in 2019 to 3.89x in 2020. Develop small box format We opened our first small format store (approximately 40,000 square feet) in Dallas, Texas in 2019. We believe this new smaller format store allows us to open new stores in urban and less dense areas. During 2020, this smaller format store experienced approximately 28% higher sales per square foot and 37% higher inventory turns than the average of all Academy stores, the latter of which had $311 sales per square foot and 3.89x inventory turns. We evaluate performance inclusive of store sales, as well as BOPIS sales and other fulfilled sales from the location. More recently, as a result of the COVID-19 pandemic, consumers are spending more time at and around home engaging in recreation and leisure activities that include our key categories. The outdoor recreation industry, in particular, has tailwinds arising out of the COVID-19 pandemic, as indicated by a survey from Civic Science, stating 49% of Americans expect to be doing more outdoor recreational activities in the future in order TABLE OF CONTENTS KKR means, collectively, investment funds and other entities affiliated with Kohlberg Kravis Roberts & Co. L.P.; KKR Stockholders means, collectively, investment entities owned by KKR; largest value-oriented sporting goods and outdoor recreation retailer in the country refers to management s determination of the Company s comparative position based upon (i) the Company s competitive pricing index, which illustrates the Company s prices are lower on average compared to those full-line sporting goods and recreational retailers with higher annual revenue, and (ii) the Company s 2019 and 2020 customer surveys, which indicate that customers perceive the Company as being more value-oriented than all of the other full-line sporting goods and recreation retailers; mature stores means stores that have been in operation for longer than four years; number of sales transactions means total quantity of sales transactions generated, whether in-store or online; owned brands means our private label brands, which include both our own brands, as well as brands we license under exclusive license contracts; Proxy Statement means our Proxy Statement on Schedule 14A for our 2021 Annual Meeting of Stockholders filed on April 23, 2021; Q2 Quarterly Report means our Quarterly Report on Form 10-Q for the quarter ended July 31, 2021, filed on September 9, 2021; and Term Loan Facility means our senior secured term loan facility, as described under Note 4 to our audited consolidated financial statements in our Annual Report incorporated by reference herein. Presentation of Financial Information Academy Sports and Outdoors, Inc. conducts its operations through its subsidiaries, including its indirect subsidiary, Academy, Ltd., an operating company which is doing business as Academy Sports + Outdoors. We operate on a retail fiscal calendar pursuant to which our fiscal year consists of 52 or 53 weeks, ending on the Saturday closest to January 31 (which such Saturday may occur on a date following January 31) each year. References to any year, quarter, half or month mean fiscal year, fiscal quarter, fiscal half year and fiscal month, respectively, unless the context requires otherwise. References to 2017, 2018, 2019, 2020 and 2021 relate to our fiscal years ended February 3, 2018, February 2, 2019, February 1, 2020, January 30, 2021 and January 29, 2022, respectively, unless the context requires otherwise. Numerical figures included, or incorporated by reference, in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. TABLE OF CONTENTS to facilitate social distancing. We expect that this will continue throughout the duration of the pandemic and will result in a long-term increase to our customer base. The industry has seen unprecedented increases in participation across several categories which we consider to be some of our power categories. This includes camping/hiking/kayaking, fitness, running and team sports, which saw participation increases of 9%, 4%, 3% and 2%, respectively, from 2015 to 2019. According to Allied Market Research, sales growth from 2019 through 2027 in categories we participate, such as outdoor, team sports, apparel and footwear, is expected to grow approximately 6% per annum. We have invested in and built our operating platforms over the last several years and, coupled with our product offering and accessible stores, have laid the foundation for our future growth and success in this environment. It is difficult to ascertain with precision what portion of our increased comparable sales during 2020 is attributable to the increase in e-commerce sales due to the COVID-19 pandemic as compared to the impact of the business improvements described above. Our Industry We compete in a $110 billion fragmented market of retailers that sell sporting goods, outdoor recreation products, fan shop, apparel, footwear and other nontraditional sporting goods and general merchandise, such as casual and work apparel, barbecue and cooking equipment, patio furniture, outdoor games, severe weather supplies and pet care. The retail business is highly competitive based on many variables including price, product assortment, customer service, omnichannel experience and store locations. The retail sporting goods and outdoor recreation retail industry comprises six principal categories of retailers: Mass general merchants Large format sporting goods stores Traditional sporting goods stores Specialty outdoor retailers Specialty footwear retailers Catalogue & Internet retailers Our primary competitors are large format sporting goods stores and mass general merchants that offer sporting goods, outdoor recreation products and other lifestyle and recreational merchandise. The overall U.S. sporting goods and outdoors recreation industry is constantly evolving and demand for certain sports and outdoors recreation goods may increase or decrease depending upon the economics, demographics or popularity of each activity. We monitor local demographics and buying trends and tailor our merchandise assortment to the preferences of the local community. As interests change, our broad selection allows us to adapt to shifts and expand or contract our product mix to meet the changing customer demand. Over the last two years, there have been a number of market trends and tailwinds in our favor. We believe we are well positioned to capture the demand from the rising popularity of fast growing trends, including athleisure wear, insulated coolers and cups and outdoor recreation, such as fishing. Additionally, we benefit from recent shifting of customer spend towards in-home health and wellness and dedicating more time to memory-making experiences. More recently, as a result of the COVID-19 pandemic, consumers are spending more time at and around home engaging in isolated recreation and leisure activities that we support and, we expect that this will continue throughout the duration of the pandemic and will result in a long-term increase in our customer base. The rising popularity in loyalty to premium brands, and importance of experience for customers also serve as constructive tailwinds to our business. We believe we are well positioned to capture an increasing portion of the wallets of important growing demographics, such as female and Hispanic customers. We have proven to be adaptive through periods of significant industry transformation. As consolidations and e-commerce disruption have threatened and, in some cases, played a role in shutting down some of our peers, we have taken advantage of these changes by taking market share. Our value-based operating strategy and expansive assortment beyond traditional sporting goods, such as our outdoor gear and work wear categories, have been keys to our success, because they provide a one-stop shop for our customers who are searching for assortment, value and convenience. TABLE OF CONTENTS NON-GAAP FINANCIAL MEASURES This prospectus and the documents incorporated by reference herein contain non-GAAP financial measures, which are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States, or GAAP. Specifically, we make use of the non-GAAP financial measures Adjusted EBITDA, Adjusted Net Income and Adjusted Free Cash Flow. Adjusted EBITDA, Adjusted Net Income and Adjusted Free Cash Flow have been presented in this prospectus and the documents incorporated by reference herein as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We believe Adjusted EBITDA and Adjusted Net Income assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes Adjusted EBITDA and Adjusted Net Income are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Management believes Adjusted Free Cash Flow is a useful measure of liquidity and an additional basis for assessing our ability to generate cash. Management uses Adjusted EBITDA, Adjusted Net Income and Adjusted Free Cash Flow to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions and to compare our performance against that of other peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Adjusted EBITDA, Adjusted Net Income and Adjusted Free Cash Flow are not recognized terms under GAAP and should not be considered as an alternative to net income (loss) as a measure of financial performance or net cash provided by operating activities as a measure of liquidity, or any other performance measures derived in accordance with GAAP. Additionally, these measures are not intended to be a measure of free cash flow available for management s discretionary use as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. The presentations of these measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of, our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. For a discussion of the use of these measures and a reconciliation of the most directly comparable GAAP measures, see Summary Summary Historical Consolidated Financial and Other Data. TABLE OF CONTENTS Our Competitive Strengths We attribute our success to the following competitive strengths: Regional leader in growing industry We are the second largest full-line sporting goods and outdoor recreation retailer in the United States, with 2020 net sales of $5.7 billion. We believe our stores are well positioned geographically, with a strong and growing presence in six of the top 10 fastest-growing MSAs, including Austin, Atlanta, Houston, San Antonio, Dallas and Charlotte. As of January 30, 2021, 29% of our stores are in four of the top five fastest-growing MSAs. This deep penetration of our established markets results in high customer awareness of, and loyalty to, the Academy name and frequent visits to our conveniently located stores. The size of the sporting goods and outdoor recreation industry was estimated at $110 billion in the United States in 2020, based on SGI Market Facts Athletic Footwear & Apparel 2020 and SGI Market Facts Sports Equipment 2020 by Sporting Goods Intelligence, Inc., and it is growing. According to Allied Market Research, sales growth from 2019 through 2027 in categories we participate, such as outdoor, team sports, apparel and footwear, is expected to grow approximately 6% per annum. Broad assortment and compelling value proposition across the spectrum We believe we sit in a sweet-spot of consumer demand, offering a broad, value-based assortment of sporting goods and outdoor recreation products, so our customers can participate and have fun, no matter their budget. Sporting goods shoppers consistently rate us as the top retailer for offering sporting and outdoor recreation products for a wide range of customers and being a one-stop shop. We carefully curate our products to provide the right assortment that appeal to beginners, experts, families and casual participants. In May 2020, over one-third of our customers tried a new sport or activity and came to Academy for the products they needed to get started in their new pursuit. We are the largest value-oriented sporting goods and outdoor recreation retailer in the United States. Our sporting goods customers ranked value as the most important driver in deciding where to shop and Academy was rated as the top retailer for value among sporting goods retailers. We maintain our leading value-oriented position by offering customers extensive choices of good, better and best merchandise at a range of competitive prices, coupled with convenient omnichannel solutions, a one-stop shopping experience and helpful customer services, such as free assembly of certain products, product demonstrations, hunting and fishing license certifications, fishing line spooling and bulk product carrying out, among others. We offer a price-beat guarantee where, if our customers find a lower price on an identical, in-stock merchandise advertised in print by any local retailer or select online retailers, we will beat that price by 5%. Our effective merchandise mix and compelling value proposition allow us to cater to both the price-conscious shopper, such as the active parent of a household with several children participating in various sports, and the discriminating shopper, such as the hunting and fishing expert. We are for all. Diversified mix of industry-leading national brands and owned brands Our access to national brand and owned brand merchandise creates a comprehensive portfolio of value-based and diversified products, spanning various price-points, that differentiates our assortment from our peers. Our category, brand and price-point mix is unique to Academy and difficult to replicate at other retailers. Approximately 80% of our 2020 merchandise sales was comprised of national brand products, with the remainder coming from exclusive products in our portfolio of 19 owned brands. We have minimal product overlap with direct-to-consumer brands and competitors. No single brand we carry accounted for more than 10% of our 2020 sales. We have premium access to hundreds of well-recognized national brands, such as Nike, Carhartt, adidas, Under Armour, Columbia Sportswear, North Face and Winchester, which are critical to our market penetration. These brands rely on us to broaden their consumer reach, which fosters a mutually beneficial relationship when it comes to pricing and assortment. We play a critical role in delivering customer volume for these brands, especially as mall-based retailers face further headwinds and our industry consolidates. Our national brand assortment spans across each brand s price spectrum beyond those of our competitors and we expand below the national brand price spectrum by complementing the assortment with our owned brands. As such, we receive favorable product exclusivity from leading suppliers. Our owned brand portfolio consists of 19 brands, including Magellan Outdoors, BCG, Academy Sports + Outdoors and Outdoor Gourmet. Our owned brand strategy focuses on in-filling categories and price points that TABLE OF CONTENTS our national brand products may not satisfy. Our owned brand offerings support and complement our overall merchandising strategy due to limited price-point overlap with national brands. Our two largest owned brands, Magellan Outdoors and BCG, are among our fastest growing brands, growing year-over-year at 9.1% and 4.0% in 2020, respectively. Additionally, our owned brands generate strong brand equity and drive significant customer loyalty, as several of our exclusive products, such as the Academy-logo folding chair and folding wagon, are top-selling items. Approximately 56% of our customers purchased an owned brand item from us in 2020. Whether it is seeing a row of Academy-branded chairs at a softball game, or individuals wearing Magellan Outdoors shirts around town, our owned brands are worn and used throughout our footprint. Differentiated in-store experience Our differentiated in-store experience, convenient locations and our helpful team members ensure that our customers can rely on us on any given day or situation in our region to deliver the right product at a competitive price. We provide a localized in-store experience that allows us to deepen our customer relationships. We tailor our product assortment by store, season and market to enhance year-round profitability. For example, our customers expect us to carry the right baits and lures customized for the local fishing spots, such as heavier selections of saltwater lures in our coastal locations. Stores with different climates and seasonal patterns each receive an assortment that better matches the local conditions. Stores located near a university carry a large selection of that school s licensed apparel giving them a look and feel of the local bookstore, which appeals to the nearby loyal fans and customers. We consider crawfish cookers to be an absolute necessity for our customers in Louisiana, and beach towels are a stronger seller in coastal markets than they are in inland markets. Our customers often shop our stores for same-day-need purchases, such as before a big game with unexpected weather changes, or to purchase an add-on product that was forgotten on a day trip. We have developed considerable expertise in identifying, stocking and selling a relevant assortment to meet the local needs and demands. We provide an engaging customer shopping experience that drives customer traffic. Our visual merchandising strategy creates an entertaining and interactive in-store shopping experience for a broad range of shoppers. Our stores generally have consistent store layouts providing our customers with familiarity across our entire store base. Our in-store experience is further enhanced by the value-added customer service delivered by our highly trained and passionate staff. Value-added services we provide include free assembly of certain products, such as bicycles, grills and bows, fitness equipment demonstrations, issuances and renewals of hunting and fishing licenses, fishing line spooling and carrying bulk items to the car, among others. We sell many products, such as baseball bats and gloves, football helmets, fishing rods and reels, fitness equipment and bicycles, that require a touch and feel experience, as well as bulky items that would otherwise be difficult or costly to ship. We employ team members who we fondly refer to as our Enthusiasts passionate local experts who are specially recruited and trained for category-specific positions. Our Enthusiasts use the products they sell and have the first-hand knowledge of the communities they serve, allowing them to advise and equip customers with products that suit the customers specific needs and the nuances of the local environment. We believe our stores often serve as gathering spots, as our customers come back to engage with our Enthusiasts to share experiences and obtain further advice and assistance. Large and loyal customer base We endeavor to offer products for customers of all ages, incomes and aspirations across sporting and outdoor recreation activities, seasons and experience levels. As such, we have a balanced, year-round business and a large customer base. In 2020, we estimate we served approximately 30 million unique customers and we completed approximately 80 million transactions, resulting in strong household penetration in our core markets. Our customers love shopping at Academy. Our average customer visits our stores anywhere from two to three times per year and our best customers visit our stores nine times per year. Academy customers are loyal. Based on our customer surveys, approximately 30% of our customers annual sporting goods, outdoor and recreation expenditures are made at Academy, in comparison to approximately 20% for our competitors that are large format sporting goods stores and specialty outdoor retailers and their customers. During 2020, we estimate we have gained approximately five million new customers. While we serve all customers, our core customers are young active families who are driven to have a life full of different sports and outdoors recreation activities. For these customers, fun is forever at their fingertips, and they constantly look for ways to create memories together as a family. Being a conveniently located, value-oriented, TABLE OF CONTENTS one-stop shop for fun merchandise is why these customers love to shop at Academy. When these families shop at Academy, they often split up to find the items for their respective activities and meet back together before checking out. Our core customers are more active shoppers they shop us more often and are more likely to be omnichannel customers. Fans and spectators also constitute a large part of our customer base. Academy-branded folding chairs and wagons are frequently spotted at any local sporting or spectator event. We are active members in our communities, sponsoring events for the NCAA Southeastern Conference, local events, such as the Bassmaster Classic fishing tournament, and over 1,500 local sports teams. We also provide an exciting shopping experience for our communities following a major sports title or local team championship, such as a World Series or NCAA football championship, when we extend our local store hours late into the night to celebrate with our customers and meet their immediate need for a championship apparel or gear to display their team pride. These celebrations strengthen customer loyalty. Highly experienced and passionate senior management team with a proven track record Our company is led by a highly accomplished senior management team with significant public market experience, a proven track record for driving operational efficiency, and a history of using customer data to improve our customer experience and drive our omnichannel strategy. Our senior management team has an average of over 20 years of retail experience. Seven out of the nine members of our senior management team, including our Chairman, President and Chief Executive Officer, Ken C. Hicks, were hired after early 2017 to lead the development and execution of our strategic growth and initiatives in merchandising, e-commerce and omnichannel, stores, information technology and finance. Together, our senior management has delivered strong results, with six consecutive quarters of positive comparable sales as of the fiscal year ended January 30, 2021, Adjusted EBITDA growth to $607.0 million in 2020, or 88% growth, compared to 2019, and Adjusted Free Cash Flow growth to $978.5 million in 2020 from $196.9 million in 2019. Strong and adaptive financial performance through economic cycles We have remained strong and adaptive over the years through a variety of economic cycles, including economic downturns. Our customers are loyal in any economic environment, and we believe they become even more loyal to our compelling value proposition when the economy is challenged, like during the current recessionary environment resulting from the COVID-19 pandemic. We find that customers will continue to pursue their wellness, interests and passions, regardless of the economic backdrop. As a result, we have gained market share during all economic cycles, including during April and May 2020. We attribute this to customers knowing we offer a broad assortment of the items they want during a down cycle at everyday value. We have consistently demonstrated steady revenue growth, expanded profit margins and disciplined capital expenditures. We generated $5.7 billion in net sales, $308.8 million in net income and $607.0 million in Adjusted EBITDA in 2020. In 2020, we also generated $1,011.6 million of net cash provided by operating activities and $978.5 million in Adjusted Free Cash Flow, while limiting net capital expenditures to $41.3 million. We have reduced our net leverage ratio to 0.7x as of end of 2020 compared to 4.1x and 5.2x as of the end of 2019 and 2018, respectively. We have a proven store model that has generated strong Adjusted Free Cash Flow, store-level profitability and return on invested capital. All but one of our 222 mature stores (stores opened longer than four years) were profitable on a four-wall basis during the fiscal year ended January 30, 2021 and our new stores have average payback periods of four to five years. Our Growth Strategy We are focused on the following four growth drivers: Leverage technology and content to drive our omnichannel strategy Our e-commerce sales represented 10.4% and 5.1% of our merchandise sales for 2020 and 2019, respectively. E-commerce sales compared to the same quarter of the prior year increased 406% in the first quarter of 2020, 210% in the second quarter of 2020, 96% in the third quarter of 2020 and 61% in the fourth quarter of 2020. Our goal is to increase our omnichannel penetration quickly and significantly. To meet this goal, since 2011, we have invested $230 million in omnichannel and information technology initiatives to improve our TABLE OF CONTENTS customers online experience, with an emphasis on our mobile site and product information content. These investments have resulted in faster load times, more relevant search content, better site design, and a more-streamlined checkout process. We have also invested in omnichannel initiatives, such as BOPIS, curbside pickup and access to store inventory availability online. Omnichannel offerings are becoming increasingly important, as our customers want options when they shop. During 2020, our omnichannel customers spent 50% more than our store-only customers and 316% more than our online only customers. Since we launched our BOPIS program in 2019, we have seen significant e-commerce penetration that generates higher average order value and incremental in-store purchases. BOPIS orders accounted for 51% of all e-commerce sales during 2020. Our omnichannel platform also offers return-to-store capabilities for online orders, curbside fulfillment, the ability to place online orders in our stores if we are out of stock, and the ability to ship orders placed online from our retail locations. These capabilities help reduce the risk of lost sales and shorten delivery times for online orders while improving inventory productivity. We launched our ship-to-store capabilities in third quarter of 2020, which will continue to give our customers more options on how to shop Academy. Our website also serves as the gateway to shopping in our stores. These customers leverage our website to learn more about the products and brands we sell, read reviews from other customers, compare prices and ensure their local Academy store has the inventory prior to heading to the store. Our website is also critical to reaching customers outside of our current store footprint. For 2020, we reached approximately 6.3 million unique households in 47 states through ship-to-home orders made through our website. In 2020, 14% of our online transactions were ordered by customers in markets with no Academy stores. Our e-commerce platform s top ten out-of-store-footprint MSAs include adjacent markets, such as Tampa, Miami and Savannah. As we continue to bolster our omnichannel offerings, we expect to drive traffic to our stores and website and expand our reach beyond our store footprint. Enhance customer engagement and increase retention We believe we have a significant opportunity to continue to expand our customer base. Better understanding our customers buying trends allows us to better target and cater to our customers. Our robust customer database has approximately 40 million unique customers, and we continue to grow this through increased penetration of e-commerce sales and through the success of our Academy Credit Card program. We utilize data obtained from our customer relationship management, or CRM, tools and targeted customer surveys. Our CRM tools enable us to create effective customer-targeting strategies. Our current CRM programs focus on welcoming our first-time customers, thanking our big spenders, reactivating our lapsed customers and cross-selling our category customers (including our hunting, sports equipment and recreation categories). With approximately 40 million customers in our database, there is ample opportunity to increase our communication directly with our customers via one-on-one marketing. We are also leveraging the information from our approximately 80 million annual transactions in 2020 to make more informed, localized decisions on promotion, marketing and inventory. Online transactions are critical to helping us understand and analyze buying patterns. Data collected through our website allows us to personalize promotions for customers and recommend products based on purchase behavior. The Academy Credit Card program also provides data to track our customers purchases across all channels, giving us the ability to better serve and target those customers. Launched in May 2019, the Academy Credit Card program constituted approximately 4.5% of our net sales in 2020. We believe our customers are attracted to the Academy Credit Card because of its bank-funded 5% discount on every Academy purchase and free standard shipping on online orders of $15 or more. Academy Credit Card holders are responsible for paying all fees associated with having an Academy Credit Card, including any late fees, and we are responsible for paying all costs associated with shipping online orders of $15 or more purchased with an Academy Credit Card. We believe we possess a significant amount of high quality customer data, which we can leverage to enhance customer engagement and retention and drive purchase conversion. Enhance operational excellence We intend to enhance profitability by improving our operational efficiencies. We will continue to optimize our merchandise presentation through strategic store remodeling and enhanced visual storytelling, improve our inventory management through disciplined pricing markdowns, and augment the customer experience through more efficient queuing and check out procedures. TABLE OF CONTENTS Much of our margin expansion from 2019 to 2020 can be attributed to our improvements in inventory management. We can improve operations across our organization by optimizing our in-store inventory management and implementing automated re-ordering and labor scheduling. We have deployed several new tools to this end, which will enable us to further improve inventory handling and vendor management. For example, we have implemented third-party programs to analyze our inventory stock throughout the year at every location. This implementation, along with other factors, has allowed us to improve our inventory management in stores, increasing the average inventory turns from 2.84x in 2019 to 3.89x in 2020, and has helped us to identify and exit certain product categories, such as luggage and toys. We believe we can also enhance store operations through technology and personnel investments that will allow our team members to better manage and prioritize tasks, thereby increasing their productivity and sales conversion. These investments, for example, will reduce administrative tasks to enable more time for engaging in customer service. Our supply chain initiatives include improving our logistics by leveraging our merchandising planning and assortment capabilities and facilitating product flow through our distribution centers. We use technology to track inventory daily and keep our distribution centers and stores in sync. Our data-driven process allows us to improve communication with our suppliers and ensure we are rightfully equipped with the correct inventory in our regional locations, and has and will continue to help us to identify and exit certain product categories, such as luggage and toys. Although we believe these initiatives have helped us, we experienced a gross margin decline in the first quarter of 2020 as a result of a shift in consumer preferences due to the COVID-19 pandemic and the related increased popularity in our isolated recreation, outdoor and leisure activity products, which are generally lower margin goods. As our e-commerce sales continue to shift further towards BOPIS and curbside fulfillment, our overall omnichannel platform becomes more profitable, and we expect this trend to continue as we add more omnichannel solutions, such as ship-to-store, and further develop our omnichannel order execution and fulfillment capabilities. Capitalize on substantial whitespace and in-fill opportunities We have significant growth opportunities in both our core markets and outside of our footprint. We believe our real estate strategy has positioned us well for further expansion, and our track record has demonstrated that we can open and operate stores profitably. Our disciplined approach to new store openings has allowed most of our stores to achieve profitability within the first twelve months of opening a store. As of January 30, 2021, we had 222 mature stores, and all but one were profitable on a four-wall basis. We expect to open eight to 10 new stores per year starting in 2022, which is similar to our growth rates from 2018 to 2019. In-fill market opportunity We classify in-fill markets as regions where we already have a well-established presence. We believe we have an opportunity to expand into surrounding metro areas and more rural locations. Some examples include Dallas/Fort Worth, Atlanta, Raleigh-Durham, Charlotte, New Orleans and Jacksonville. We believe our in-fill opportunity currently includes approximately 120 locations that could accommodate our preferred size of stores in markets we would consider. Adjacent market opportunity We consider adjacent markets to include markets that are not fully represented. We believe these regions provide opportunities to expand in metro and rural areas that sit right outside of our current footprint. We believe our adjacent market opportunity currently includes approximately 90 locations that could accommodate our preferred size of stores in markets we would consider. Greenfield opportunity Beyond our in-fill and adjacent markets, we believe we have the opportunity to expand across the nation. We currently have store locations in 16 states, which leaves us substantial room for growth beyond our core geographies. We believe our greenfield opportunity currently includes approximately 675 locations that could accommodate our preferred size of stores in markets we would consider. TABLE OF CONTENTS Significant growth opportunity The majority of our store expansion is expected to be with our traditional box size of approximately 70,000 gross square feet. We have also recently tested a smaller store format, which is approximately 40% smaller than our average store, that we believe will be advantageous for in-fill markets and other metropolitan areas. While we will continue to prioritize investments in our existing operations and omnichannel capabilities, we will continue to judiciously expand. We have online delivery capabilities in almost every state and will focus on disciplined new store openings. As we reach into new and existing markets, we expect our omnichannel platform to lead the way in our geographic expansion. Recent Developments Cessation of Controlled Company Status On April 12, 2021, certain of our stockholders completed a sale (the April 2021 Sale ) of 9,000,000 shares of our common stock pursuant to Rule 144 under the Securities Act of 1933, as amended (the Securities Act ). As a result of the April 2021 Sale, we are no longer a controlled company within the meaning of the listing rules of Nasdaq. However, even though we are no longer a controlled company, we will continue to qualify for, and may rely on, exemptions from certain corporate governance requirements that would otherwise provide protection to stockholders of other companies during a one-year transition period from the date of the April 2021 Sale. See Risk Factors Risks Related to this Offering and Ownership of Our Common Stock As a result of the April 2021 Sale, we are no longer a controlled company within the meaning of the listing rules of Nasdaq. However, even though we are no longer a controlled company, we will continue to qualify for, and may rely on, exemptions from certain corporate governance requirements that would otherwise provide protection to stockholders of other companies during a one-year transition period. Concurrent Share Repurchase Subject to the completion of the offering, we intend to concurrently repurchase from the underwriters, out of the aggregate 18,645,602 shares of our common stock that are the subject of the offering, a number of shares (rounded down to the nearest whole share) having an aggregate purchase price of up to $200 million. The price per share to be paid by us will equal the price at which the underwriters will purchase the shares from the selling TABLE OF CONTENTS stockholders in the offering. We refer to this transaction as the concurrent share repurchase. The closing of the concurrent share repurchase is conditioned on the closing of the offering and therefore there can be no assurance that the concurrent share repurchase will be completed. The offering is not conditioned upon the completion of the concurrent share repurchase. The concurrent share repurchase was approved by our board of directors and its audit committee. We intend to fund the concurrent share repurchase with cash on hand. Any shares of our common stock that we repurchase in the concurrent share repurchase will be pursuant to our recently announced $500 million share repurchase program and will be retired. The description of, and the other information in this prospectus regarding, the concurrent share repurchase are included in this prospectus for informational purposes only. Nothing in this prospectus should be construed as an offer to sell, or the solicitation of an offer to buy, any of our common stock subject to the concurrent share repurchase. Risks Related to Our Business and this Offering Investing in our common stock involves a high degree of risk. You should carefully consider the risks described in Risk Factors included elsewhere in this prospectus and Risk Factors in our Annual Report incorporated by reference herein before making a decision to invest in our common stock. If any of these risks actually occurs, our business, results of operations and financial condition may be materially adversely affected. In such case, the trading price of our common stock may decline and you may lose part or all of your investment. Below is a summary of some of the principal risks we face: overall decline in the health of the economy and consumer discretionary spending; our ability to predict or effectively react to changes in consumer tastes and preferences, to acquire and sell brand name merchandise at competitive prices, and/or to manage our inventory balances; the impact of COVID-19 on our business and financial results; intense competition in the sporting goods and outdoor recreation retail industries; our ability to safeguard sensitive or confidential data relating to us and our customers, team members and vendors; risks associated with our reliance on internationally manufactured merchandise; our ability to comply with laws and regulations affecting our business, including those relating to the sale, manufacture and import of consumer products; claims, demands and lawsuits to which we are, and may in the future, be subject and the risk that our insurance or indemnities coverage may not be sufficient; our ability to operate, update or implement our information technology systems; risks associated with disruptions in our supply chain and losses of merchandise purchasing incentives; harm to our reputation; our substantial indebtedness; and our qualification for exemptions from certain corporate governance requirements during the one-year transition period after our loss of controlled company status within the meaning of Nasdaq listing rules upon completion of the April 2021 Sale. Our Corporate Information Our common stock began trading on Nasdaq under the symbol ASO on October 2, 2020 and we consummated the IPO on October 6, 2020. Our principal offices are located at 1800 North Mason Road, Katy, Texas 77449. Our telephone number is (281) 646-5200. We maintain a website at academy.com. The reference to our website is intended to be an inactive textual reference only. The information contained on, or that can be accessed through, our website is not part of this prospectus. TABLE OF CONTENTS The Offering Common stock offered by the selling stockholders 18,645,602 shares. Common stock outstanding 92,883,540 shares (as of July 31, 2021). Common stock outstanding after the offering and the concurrent share repurchase 88,511,000 shares (assuming that the price per share to be paid by us in connection with the concurrent share repurchase is $45.74, which is the closing sales price of our common stock as reported on the Nasdaq on September 10, 2021). Use of proceeds We will not receive any proceeds from the sale of shares being sold in this offering. The selling stockholders will receive all of the net proceeds and bear all commissions and discounts, if any, from the sale of our common stock pursuant to this prospectus. See Use of Proceeds and Principal and Selling Stockholders. The selling stockholders will bear the underwriting commissions and discounts, if any, attributable to their sale of our common stock, and expenses incurred by the selling stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by the selling stockholders. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees, and fees and expenses of our counsel and one counsel for the selling stockholders and our independent registered public accountants. Concurrent share repurchase Subject to the completion of the offering, we intend to concurrently repurchase from the underwriters, out of the aggregate 18,645,602 shares of our common stock that are the subject of the offering, a number of shares (rounded down to the nearest whole share) having an aggregate purchase price of up to $200 million. The price per share to be paid by us will equal the price at which the underwriters will purchase the shares from the selling stockholders in the offering. The offering is not conditioned upon the completion of the share repurchase. See Concurrent Share Repurchase. Conflicts of Interest The KKR Stockholders beneficially own in excess of 10% of our issued and outstanding common stock and will be selling stockholders in this offering and, as such, will receive in excess of 5% of the net proceeds of the offering. Because KKR Capital Markets LLC, an affiliate of the KKR Stockholders, is an underwriter in this offering, KKR Capital Markets LLC is deemed to have a conflict of interest under Rule 5121, or Rule 5121, of the Financial Industry Regulatory Authority, Inc., or FINRA. Accordingly, this offering is being made in compliance with the requirements of Rule 5121. Pursuant to that rule, the appointment of a qualified independent underwriter is not required in connection with this offering, because a bona fide public TABLE OF CONTENTS market exists in the shares, as that term is defined in Rule 5121. See Principal and Selling Stockholders and Underwriting (Conflicts of Interest). Dividend policy We have no current plans to pay dividends on our common stock. Any decision to declare and pay dividends in the future will be made at the sole discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, legal, tax, regulatory and contractual restrictions, including restrictions in the agreements governing our indebtedness, and other factors that our board of directors may deem relevant. See Dividend Policy.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/ATAI_atai_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/ATAI_atai_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/ATAI_atai_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/AUROW_aurora_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/AUROW_aurora_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/AUROW_aurora_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/BASA_basanite_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/BASA_basanite_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..67640c16e4d952117ff77975dceb87ca94823188
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/BASA_basanite_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. To understand this offering fully, you should read the entire prospectus carefully, including the Risk Factors section, the financial statements and the notes to the financial statements. Unless the context otherwise requires, references contained in this prospectus to the we, us, or our or similar terminology refers to Basanite, Inc., a Nevada corporation and its consolidated subsidiaries. Overview We manufacture a range of green (environmentally friendly), sustainable, non-corrosive, lightweight, composite products used as concrete reinforcement by the construction industry. Our core product is BasaFlex , a basalt fiber reinforced polymer (or BFRP) reinforcing bar (or rebar) which we believe is a stronger, lighter, sustainable, non-conductive, and corrosion-proof alternative to traditional steel. We conduct our operations through our wholly-owned subsidiary, Basanite Industries, LLC (or BI). Our two other main product lines are BasaMix , which are fine denier basalt fibers available in various chopped sizes, and BasaMesh , a line of Basalt Geogrid Mesh Rolls, intended to replace welded wire mesh (made of steel) and other fiber reinforced polymer (or FRP) grids and mesh. BasaMix is designed to help absorb the stresses associated with early-aged plastic shrinkage and settlement cracking in concrete, as well as providing excellent surface performance and an increased toughness for enhanced reinforcement in Slab on Grade (SOG) and precast elements. BasaMix also serves in a system approach for optimum performance of a concrete element when used in conjunction with our BasaFlex rebar. BasaMesh is designed for secondary and temperature shrinkage reinforcement. BasaMesh can also work in conjunction with the BasaFlex rebar or BasaMix for a total reinforcement program. Each of our products is specifically designed to extend the lifecycle of concrete products by eliminating cracking and concrete spalling. Spalling results from the steel reinforcing materials embedded within the concrete member, corroding and rusting due to normally occurring factors like temperature, humidity, pollutants, salt, etc. (contrary to popular belief, concrete is porous, and water does permeate into concrete). Rusting leads to the steel expanding and eventually causing the surrounding concrete to delaminate, crack, spall and even break off, resulting in potential structural failure. We believe that each of our products addresses this important need, along with other key requirements in today s construction market. We believe that the following attributes of BasaFlex provide it with a competitive advantage in the marketplace: BasaFlex never corrodes: steel reinforcement products rust, leading to spalling and significant repair costs down the road; BasaFlex is sustainable: BasaFlex is made from Basalt rock, the most abundant rock found on Earth s surface, and offers a longer product lifecycle than traditional steel (the lack of corrosion allows the life span of concrete products reinforced with BasaFlex to be significantly longer); BasaFlex is green : From mining, through production, to installation at the building site, BasaFlex has an exceptionally low carbon footprint when compared with that of steel; and BasaFlex has a lower in-place cost: the physical nature of our products relative to steel result in a lower net cost to the contractor once installed, such as: BasaFlex is one-quarter of the weight of equivalent sized steel, meaning 4 times the quantity of material can be delivered by the same truck (or container); all Basanite products can be loaded/unloaded and moved around the jobsite by hand no expensive handling equipment is needed; less concrete is required as BasaFlex does not require the extra concrete cover needed when using steel; and Basanite products are safer and easier to use. We believe all these factors materially reduce the net in-place cost of concrete reinforcement. 9 We have a short operating history and a new business model in an emerging market. This makes it difficult to evaluate our future prospects and increases the risk of your investment. Our limited operating history in our current BRFP rebar business model also makes it difficult for investors to evaluate our future prospects. You must consider our business and prospects in light of the significant risks and difficulties we have encountered and will continue encounter as an early-stage company in a new market. We may not be able to successfully address these risks and difficulties, which could materially harm our business and operating results. In addition, we do not know if our current business model will operate effectively now or in the future. There is a risk, therefore, that current economic conditions or worsening economic conditions, or a prolonged or recurring recession, or any other factors (some of which we may not yet have experienced or anticipated) that have an adverse impact on the construction industry and the potential demand for our rebar product, would have a significant adverse impact on our operating and financial results. We need substantial additional capital to fund our operations, which, even if obtained, could result in substantial dilution or significant debt service obligations. We may not be able to obtain additional capital on commercially reasonable terms, which could adversely affect our liquidity and financial position. We will require substantial additional capital to fund the anticipated growth and expansion of our business and to pursue targeted revenue opportunities. Due to many factors, including the early stage of our business and the lack of liquidity in our publicly traded stock, as well as other uncertainties, there is a material risk that we will be unable to raise additional capital on acceptable terms, or at all. Even if we are presented with opportunities to raise additional capital, we do not know ahead of time the terms of any such capital raising. In addition, any future sale of our equity securities would dilute the ownership and control of your shares and could be at prices substantially below prices at which our shares currently trade. We may seek to increase our cash reserves through the sale of additional equity or debt securities, including securities convertible into or exercisable for shares of our common stock. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders. The incurrence of convertible or non-convertible indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict our operations and liquidity. Any failure to raise additional funds on favorable terms could have a material adverse effect on our liquidity and financial condition and require us to significantly curtail or terminate our operations. We have identified material weaknesses in our internal control over financial reporting. Give the early-stage nature of our company, we have limited accounting and financial reporting personnel (including the current lack of a full-time Chief Financial Officer) and other resources with which to address our internal controls and related procedures. We and our independent registered public accounting firm have identified material weaknesses in our internal controls over financial reporting related to (i) the U.S. GAAP expertise and experience of our internal accounting personnel and (ii) a lack of segregation of duties within accounting functions. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. If we are unable to remedy our material weaknesses, or if we generally fail to establish and maintain effective internal controls appropriate for a public company, we may be unable to produce timely and accurate financial statements, and we may conclude that our internal control over financial reporting is not effective, which could adversely impact our investors confidence and our stock price. We expect to derive a substantial portion of our future revenue from sales of a single product (BasaFlex), which leaves us reliant on the commercial viability of such product. Currently, our primary product is BasaFlex. We are seeking to develop secondary sources of BFRP-based product revenue, but we expect that sales of BasaFlex will account for a significant amount of our anticipated revenue potential for the foreseeable future. We currently market and sell BasaFlex on a limited basis in the United States given our limited resources and manufacturing capacity. Because BasaFlex is different from traditional steel rebar, we cannot assure you that BasaFlex will be widely accepted in the market, and demand may not increase as quickly as we expect. Also, we cannot assure you that BasaFlex will compete effectively as an alternative to other more well-known and well-established alternatives such as steel rebar. Since BasaFlex currently represents our primary product, we are significantly reliant on the level of recurring sales of BasaFlex, and decreased or lower than expected sales of BasaFlex for any reason would cause us to lose all or substantially all of our revenue. 10 We may be unable to derive the benefits that we currently anticipate from the Supplier Agreement with CPPB and the Distributor Agreement with USS, and Manuel A. Rodriguez, an affiliate of CPPB and USS, may become subject to conflicts of interest as a result of these agreements. On December 10, 2021, we entered into a strategic partnership, comprised of two principal five year agreements: the Supplier Agreement CPPB and the Distribution Agreement with USS. CPPB and USS are related parties via the common control of Manuel A. Rodriguez (who has been appointed to our Board of Directors). As a result of these agreements, our business will be dependent on the efforts of CPPB and USS in both purchasing and distributing our products as well as having our products gain qualification for use in construction materials. We may be unable to derive the benefits we currently anticipate from these agreements for several reasons, including, without limitation: (i) failure of CPPB to purchase sufficient quantities of our products, (ii) failure of USS to find new customers for our products, (iii) the inability of CPPB, USS and our company to have our products qualified for use in construction materials and construction projects and (iv) we may generated extraordinary losses in our results of operations due to the pricing arrangements we have agreed to with CPPB and USS. In the event we do not derive the benefits we anticipate from these agreements or generate losses as a result of them, our results of operations will suffer and our business might fail. Moreover, Manuel A. Rodriguez, an affiliate of CPPB and USS who became a member of our Board of Directors in December 2021, may become subject to conflicts of interest as a result of these agreements if his interests as the principal of CPPB and/or USS diverge from his duties as a director of our company. Such conflicts of interest may not be resolved in favor of our shareholders in general, and the existence of such conflicts of interest could cause our business and results of operations to suffer. Our operating results may fluctuate in unanticipated ways and for reasons beyond our control. Our operating results may fluctuate from period to period as a result of a number of factors, many of which are outside of our control. The following and similar factors may affect our operating results: our ability to gain market acceptance of BasaFlex as an alternative to traditional steel rebar. our ability to compete effectively with larger, more established providers of rebar. supply chain interruptions or major price increases in raw materials. the actions of other rebar manufacturers and distribution companies (including dumping or other price manipulative activity). significant reductions in steel rebar and mesh pricing in the market, which would greatly compress margins. our ability to attract and maintain customers. the amount and timing of operating costs and capital expenditures related to the maintenance and expansion of our business operations and infrastructure. general economic conditions and those economic conditions specific to the construction and rebar industries. our ability to attract, motivate and retain top-quality employees and distribution partners. These and similar factors could cause our results of operations to fluctuate in unanticipated ways and deviate from our forecasts. We may be unable to develop the manufacturing capability and infrastructure necessary to achieve the potential sales growth. Achieving revenue and subsequent growth will require that we develop additional infrastructure in our manufacturing capability as well as in sales, technical and client support functions. We cannot assure you that we will have the capital to develop and maintain these capabilities. We will continue to design plans to establish growth; adding manufacturing, technical, sales and sales support resources as capital permits. If we are unable to scale our manufacturing capability or use any of our current marketing initiatives or the cost of such initiatives were to significantly increase, or such initiatives are not successful, we may not be able to attract new customers or retain customers and clients on a cost-effective basis, and as a result, our revenue and results of operations would be affected adversely. Additionally, our plans for manufacturing expansion through augmentation of new equipment and technology are of concern because they are proprietary in nature, and only available from a limited number of suppliers. Any interruption in sourcing through this supply chain will have an adverse impact to our ability to meet a growing market demand. 11 Our relationships with our channel partners may be terminated or may not continue to be beneficial in generating new clients, which could adversely affect our ability to increase our client base. We are developing a network of active channel partners which refer clients to us within different business verticals and geographies. For example, Business Envelope Associates is one of our manufacturers representatives, covering the state of Florida. If we are unable to obtain and maintain contractual relationships with key channel partners, or establish new contractual relationships with potential channel partners, we may experience loss of sales and increased costs and resource constraints in adding customers, which could have a material adverse effect on us. The number of clients we are able to add through these marketing relationships is dependent on the marketing efforts of our partners over which we exercise limited control. Our sales and marketing efforts may not be successful. We currently market and sell BasaFlex on a very limited basis, mainly through distribution partners but also directly. We plan to significantly increase the scope of our sales and marketing activities, as we grow to include approvals and new material specifications with all major federal, state and local agencies and design-build firms. In particular, we are seeking to develop concrete industry partnerships, targeting large concrete manufacturers and contractors. For specific marketing purposes, we have begun to develop industry specific educational materials, such as white papers and other collaterals to further educate our markets on the use and value of our products versus traditional steel rebar. We are participating in industry committees and associations such as ASTM International (formerly the American Society for Testing and Materials) and the Advisory Council of Managing Agents (known as ACMA). The commercial success of BasaFlex and our other basalt fiber products ultimately depends upon a number of factors, including ultimate material acceptance and necessary specifications required to drive demand generation. BasaFlex and our other products may not gain significant increased market acceptance in the construction industry. While positive customer experiences can be a significant driver of future sales, it is impossible to influence the way this information is transmitted and received amongst participants in the construction industry. In addition, we may not be able to establish or maintain a suitable sales force or enter into or maintain satisfactory marketing and distribution arrangements with others. Our marketing and sales efforts may not be successful in increasing awareness and sales of BasaFlex or our other products. Furthermore, other marketing efforts like advertising, trade shows and educational seminars may not increase revenue to the extent we currently anticipate. We may not be able to respond in a timely and cost-effective manner to changes in consumer preferences. Our products, notably BasaFlex, is and will be subject to changing consumer preferences. A shift in customer demand or expectations away from the products we offer would result in significantly reduced revenue. Our future success depends in part on our ability to anticipate and develop innovative products to respond to those changes. Failure to anticipate and respond to changing consumer preferences in the products we market could lead to, among other things, lower sales of products, significant markdowns or write-offs of inventory, increased product returns and lower margins. If we are not successful in anticipating, adapting, and responding to changes in consumer demand, our results of operations in future periods will be materially adversely impacted. Competition for employees in our industry is intense, and we may not be able to attract and retain the highly skilled employees whom we need to support our business. Our success depends on our ability to attract, train and retain qualified personnel. Competition for qualified technical and business personnel in the construction products industry is intense and we may not be able to hire sufficient personnel to support the anticipated growth of our business. If we fail to attract and retain qualified personnel, our business will suffer. We may not be able to hire and retain such personnel at compensation levels consistent with our market. Many of the companies with which we compete for experienced employees have greater resources and are able to offer more attractive terms of employment. In particular, candidates making employment decisions with respect to publicly traded companies often consider the value of any equity they may receive in connection with their employment. As a result, any lack of liquidity or significant volatility in the price of our publicly traded common stock may adversely affect our ability to attract or retain highly skilled personnel. In addition, we invest significant time and expense in training employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements and the quality of our services and our ability to serve our clients could diminish, resulting in a material adverse effect on our business. 12 We may be unable to protect our intellectual property rights, and any inability to protect them could reduce the value of our products and brand. We are pursuing intellectual property rights for all our proprietary and confidential product and process information and will control access to the same. We have applied for a patent on our BasaFlex product line, which includes both the product design itself and the specific process for its manufacture. In addition, we expect to file for a patent for our new proprietary BasaMaxTM pultrusion equipment. This system would add a layer of intellectual property protection through its electronics, and we believe this is protectable intellectual property. We ve also secured trademark registrations for our key product names to further protect our brands. However, patents and trademarks may not be granted from our applications, and even if granted, they may not afford adequate protection domestically, or in foreign countries where the laws may not protect our proprietary rights as fully as in the United States, and there can be no assurance that others will not independently develop similar know-how and trade secrets. We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies, protocols, and any future products are covered by valid and enforceable patents or are effectively maintained as trade secrets. There is a risk that future patents will be challenged, invalidated, or circumvented, that the scope of any of our patents will not exclude competitors or that the patent rights granted to us will not provide us any competitive advantage. If we do not secure registered intellectual property protection for our products and processes, or if we are otherwise unable to protect our proprietary technology, protocols, systems, trade secrets and know-how, the value of our products and brand may be reduced and our ability to complete effectively and our results of operations could suffer. We may be unable to create new proprietary technology and related intellectual property, which could harm our business. Our business depends, in part, on our ability to innovate and create new or improved products and processes, including relating to manufacturing, as well as related trade secrets and know-how. There is a risk that we may be unable to innovate due to lack of financial or personnel resources, and even if we do innovate, we may be unable to file new patent or trademark applications, or that if filed, any future patent or trademark applications will result in granted patents and trademarks. Our inability to innovate could harm our ability to compete effectively. Our patents and other intellectual property is subject to challenges by third parties, and if our intellectual property is successfully challenged or invalidated, our business could be harmed. Any patents we have obtained or will obtain, may be challenged by re-examination, or otherwise invalidated or eventually found unenforceable. Both the patent application process and the process of managing patent disputes can be time consuming and expensive. If we were to initiate legal proceedings against a third party to enforce a patent related to one of our products, the defendant in such litigation could counterclaim that our patent is invalid and/or unenforceable. In patent litigation in the U.S., defendant counterclaims alleging invalidity and/or unenforceability are commonplace, as are validity challenges by the defendant against the subject patent or other patents before the United States Patent and Trademark Office (or USPTO). Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness or non-enablement, failure to meet the written description requirement, indefiniteness, and/or failure to claim patent eligible subject matter. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent intentionally withheld material information from the USPTO, or made a misleading statement, during prosecution. Additional grounds for an unenforceability assertion include an allegation of misuse or anticompetitive use of patent rights, and an allegation of incorrect inventorship with deceptive intent. Third parties may also raise similar claims before the USPTO even outside the context of litigation. The outcome is unpredictable following legal assertions of invalidity and unenforceability. With respect to the validity question, for example, and even though we ve had a third party conduct a search of the subject matter and provide a right to proceed, we cannot be certain that no invalidating prior art existed of which we and the patent examiner were unaware during prosecution. These assertions may also be based on information known to us or the USPTO. If a defendant or third party were to prevail on a legal assertion of invalidity and/or unenforceability, we would lose at least part, and perhaps all, of the claims of the challenged patent. Such a loss of patent protection would or could have a material adverse impact on our business. 13 The standards that the USPTO (and foreign equivalents) use to grant patents are not always applied predictably or uniformly and can change. There is also no uniform, worldwide policy regarding the subject matter and scope of claims granted or allowable in device patents. Accordingly, we do not know the degree of future protection for our proprietary rights or the breadth of claims that will be allowed in any patents issued to us or to others. However, there can be no assurance that our technology will not be found in the future to infringe upon the rights of others or be infringed upon by others. Moreover, patent applications are in some cases maintained in secrecy until patents are issued. The publication of discoveries in the scientific or patent literature frequently occurs substantially later than the date on which the underlying discoveries were made, and patent applications were filed. Because patents can take many years to issue, there may be currently pending applications of which we are unaware that may later result in issued patents that our products or product candidates infringe. For example, pending applications may exist that provide support or can be amended to provide support for a claim that results in an issued patent that our product infringes. In such a case, others may assert infringement claims against us, and should we be found to infringe upon their patents, or otherwise impermissibly utilize their intellectual property, we might be forced to pay damages, potentially including treble damages, if we are found to have willfully infringed on such parties patent rights. In addition to any damages, we might have to pay, we may be required to obtain licenses from the holders of this intellectual property. We may fail to obtain any of these licenses or intellectual property rights on commercially reasonable terms. Even if we are able to obtain a license, it may be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. In that event, we may be required to expend significant time and resources to develop or license replacement technology. If we are unable to do so, we may be unable to develop or commercialize the affected products, which could materially harm our business and the third parties owning such intellectual property rights could seek either an injunction prohibiting our sales, or, with respect to our sales, an obligation on our part to pay royalties and/or other forms of compensation. Conversely, we may not always be able to successfully pursue our claims against others that infringe upon our technology. Thus, the proprietary nature of our technology or technology licensed by us may not provide adequate protection against competitors. In addition to patents, we rely on trademarks to protect the recognition of our company and products in the marketplace. We also rely on trade secrets, know-how, and proprietary knowledge that we seek to protect, in part, through confidentiality agreements with employees, consultants and others. We cannot assure you that our proprietary information will not be shared, our confidentiality agreements will not be breached, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known to or independently developed by competitors. Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information and disclosure of our trade secrets or proprietary information could compromise any competitive advantage that we have, which could have a materially adverse effect on our business. Our success depends, in part, on our ability to protect our proprietary rights to the technologies used in our products and our proprietary scientific protocols. We depend heavily upon confidentiality agreements with our officers, employees, consultants, and subcontractors to maintain the proprietary nature of our technology and our manufacturing processes. These measures may not afford us complete or even sufficient protection and may not afford an adequate remedy in the event of an unauthorized disclosure of confidential information. If we fail to protect and/or maintain our intellectual property, third parties may be able to compete more effectively against us, we may lose our technological or competitive advantage, and/or we may incur substantial litigation costs in our attempts to recover or restrict use of our intellectual property. In addition, others may independently develop technology similar to ours, otherwise avoiding the confidentiality agreements, or produce patents that would materially and adversely affect our business, prospects, financial condition, and results of operations. 14 Damage to our reputation or our brand, could negatively impact our business, financial condition, and results of operations. We must grow the value of our brand in order to generate and grow our revenues. We intend to develop a reputation based on the high quality of our rebar and related products as well as on our culture and the experience of our customers. If we do not make investments in areas such as education, marketing, and brand awareness, as well as personnel training, the value of our brand may not increase or may be diminished. Any incident, real or perceived, regardless of merit or outcome, that adversely affects our brand, such as, but not limited to, product failure, accidents, and failure to comply with federal, state, or local regulations, could significantly reduce the value of our brand, expose us to negative publicity and damage our overall business and reputation and negatively impact our financial condition and results of operations. We depend on certain key personnel. We substantially rely on the efforts of our current senior management, including Simon R. Kay, our acting interim Chief Executive Officer and President and acting Chief Financial Officer, and David L. Anderson, our Chief Operations Officer. Our business would be impeded or harmed if we were to lose their services. In addition, if we are unable to attract, train and retain highly skilled technical, managerial, product development, sales, and marketing personnel, we may be at a competitive disadvantage and unable to increase revenue. The failure to attract, train, retain and effectively manage employees could negatively impact our research and development, sales and marketing and reimbursement efforts. In particular, the loss of sales personnel could lead to lost sales opportunities as it can take several months to hire and train replacement sales personnel. Uncertainty created by turnover of key employees could adversely affect our business. Our independent directors and executive officers have limited experience in the management of public companies which poses a risk for us from a corporate governance perspective. Our directors and executive officers are inexperienced with respect to corporate governance of public companies. Our directors are often required to make decisions regarding related parties, such as the approval of related party transactions, compensation levels, and oversight of our accounting function. Our directors and executive officer also exercise substantial control over all matters requiring stockholder approval, including the nomination of directors and the approval of significant corporate transactions. We do not have a majority of independent directors and we have not yet been able to implement certain corporate governance measures, the absence of which may cause stockholders to have more limited protections against transactions implemented by our Board of Directors, conflicts of interest and similar matters. Stockholders should bear in mind our current lack of corporate governance measures in formulating their investment decisions. There is a risk that our PPP loan will not be forgiven in whole or in part. In February 2021, we received loan proceeds in the amount of approximately $165,000 under the Paycheck Protection Program (or PPP), established as part of the Coronavirus Aid, Relief and Economic Security (CARES) Act, which provides economic relief to businesses in response to the COVID-19 pandemic. The loan and accrued interest are forgivable after 24 weeks as long as we use the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and our employee head count remains consistent with our baseline period over the 24-week period after the loan was received. The amount of loan forgiveness will be reduced if we terminate employees or reduce salaries during the 24-week period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. While we believe that our use of the loan proceeds will meet the conditions for forgiveness of the loan, there is a risk that the loan will not be forgiven or that we will take actions that could cause us to be ineligible for forgiveness of the loan, there is a risk that (i) the loan will not be forgiven, in whole or in part, (ii) we will take actions that could cause us to be ineligible for forgiveness of the loan, in whole or in part or (iii) we may be required to repay the loan, in whole or in part, upon event of default under the loan or upon a breach of applicable PPP regulations. 15 The novel coronavirus pandemic has and could continue to adversely impact our business by delaying our ability to receive raw materials and manufacture our product or otherwise effectively conduct and manage our business. The pandemic caused by the novel coronavirus (known as COVID-19 ) and governmental and other efforts to curb the spread of the pandemic has caused great disruption to the U.S. national and international economies. We have been adversely impacted by COVID-19 in that we have been required to temporarily suspend operations during 2020 due to necessary quarantines, and the impact of COVID-19 on the construction industry we are proposing to service has been significant. Moreover, the continued prevalence of COVID-19 or variants thereof could disrupt our supply chain, as well as our own operations due to absenteeism by infected or ill members of management or other employees, or absenteeism by members of management and other employees who elect not to come to work due to illness affecting others in our office or plant, or due to additional necessary quarantines. COVID-19 could also impact members of our Board of Directors as well as key providers of services to us, which could adversely impact the management of our affairs. Additionally, as the COVID-19 pandemic continues to develop, we will continue to spend time and resources in monitoring and adhering to government regulations that impact both our company and our customers and potential customers as necessary, which could also adversely impact our business and results of operations. Risks Related to Our Industry We compete with larger, more established companies, and our size and stage of development creates a significant risk for us in our ability to compete. We are a small early-stage company competing in a mature industry populated by much larger, more established, and better capitalized companies. Our BFRP products for concrete reinforcement compete as an alternative to traditional steel reinforcement, as well as a direct replacement for other FRP rebar and industry established fiber products. The steel rebar industry is price commoditized, very mature and entrenched within our potential customers. Due in part to our early stage and size, we may be unable to convince customers and design professionals that our BFRP products and higher value proposition are a better choice than long-established, lower cost steel, or other accepted FRP products. Our inability to compete with traditional steel rebar, and the larger, more established, and better capitalized companies that produce traditional steel or non-basalt FRP rebar, would cause our business and results of operations to suffer. Our inability to comply with numerous regulatory requirements that govern our industry could harm our business. Our products typically require certain approvals and certifications to satisfy regulatory and building code requirements for use as concrete reinforcement. The American Concrete Institute (ACI), ASTM International (formerly the American Society for Testing and Materials), and the International Code Council (ICC) each have very specific testing regimen for FRP materials and strict guidelines regarding the acceptance criteria and product certification process. These include not only the products themselves, but the facility, the equipment and quality control measures used in process as part of the overall approval. There is a risk that we will be unable to secure and maintain such approvals and certifications in the future. Furthermore, we are dependent on third party independent facilities, such as university laboratories and/or other certifying bodies, to obtain such approvals and certifications, and these come at a significant cost. Our inability to secure approvals and certifications and/or an extended period of time required to obtain such approvals could materially harm our ability to generate revenue. Our products, which are all made using igneous basalt rock that must be mined from the ground, may become subject to future government laws, rules, and regulations and/or taxation for environmental reasons associated with mining. Such regulatory actions are beyond our control and could result in increases in the cost of basalt stock and/or restrict or prevent raw material availability, and either action would materially harm our ability to meet demand and generate revenue. 16 We are dependent on the availability of basalt fiber and other raw materials. We will depend on the timely availability of various raw materials, including basalt fiber, for the manufacture of our products from various different suppliers. Our suppliers are located in the United States and abroad. We are subject to the risk that our suppliers will be unable to provide us with sufficient or satisfactory supply of raw materials for us to maintain production levels necessary to satisfy customers. The processes used to produce extremely fine denier, high tenacity basalt fiber is extremely meticulous and slow, and can be adversely affected by myriad issues which can affect the delicate melting process, the platinum bushings, or other advanced process elements. Additionally, such issues could adversely impact our suppliers ability to provide quality raw materials on a timely basis, which in turn could adversely affect our ability to obtain raw materials and conduct business. Government contracts generally are subject to a variety of governmental regulations, requirements and statutes, the violation or alleged violation of which could have a material adverse effect on our business. Our business plan will be driven in material part by our ability to enter into contracts funded by federal, state and local governmental agencies. Our contracts with these governmental agencies would generally be subject to specific procurement regulations, contract provisions and a variety of socioeconomic requirements relating to their formation, administration, performance, and accounting and often include express or implied certifications of compliance. Further, government contracts typically provide for termination at the convenience of the customer with requirements to pay us for work performed through the date of termination. We may be subject to claims for civil or criminal fraud for actual or alleged violations of these various governmental regulations, requirements, or statutes. Further, if we fail to comply with any of these various governmental regulations, requirements, or statutes or if we have a substantial number of accumulated Occupational Safety and Health Administration or similar workplace safety violations, any government contracts to which we are a party could be terminated, and we could be suspended from government contracting or subcontracting, including federally funded projects at the state level. Even if we have not violated these various governmental regulations, requirements or statutes, allegations of violations could harm our reputation and require us to incur material costs to defend any such allegations or lawsuits. Should one or more of these events occur, it could have a material adverse effect on our business, financial condition, and results of operations. If we do not comply with certain federal or state laws, we could be suspended or debarred from government contracting, which could have a material adverse effect on our business. Various statutes to which our operations are or may in the future be subject, including laws prescribing a minimum wage and regulating overtime and working conditions, provide for mandatory suspension and/or debarment of contractors in certain circumstances involving statutory violations. In addition, the federal and various state statutes provide for discretionary suspension and/or debarment in certain circumstances, including as a result of being convicted of, or being found civilly liable for, fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public contract or subcontract. The scope and duration of any suspension or debarment may vary depending upon the facts of a particular case and the statutory or regulatory grounds for debarment. Any suspension or debarment from government contracting could have a material adverse effect on our business, financial condition, and results of operations. Our industry is seasonal and subject to adverse weather conditions, which can adversely impact our business. Construction operations occur outdoors. As a result, seasonal changes and adverse weather conditions can adversely affect our business operations through a decline in both the need for and use of our products. Adverse weather conditions such as extended rainy and cold weather in the spring and fall could reduce demand for our products and reduce sales. Major weather events such as hurricanes, tornadoes, tropical storms, and heavy snows could also adversely affect our ability and the ability of our customers to conduct business. In addition, construction materials production and shipment levels follow activity in the construction industry, which typically occurs in the spring, summer and fall. Thus, our business is likely to be seasonal and subject to fluctuation accordingly. 17 Changes in the global, national, and local economic environment impacting the construction industry may lead to declines in the construction industry and the demand for our products by our customers. We plan to sell our products primarily to the construction industry. The construction industry is cyclical and can exhibit a great deal of sensitivity to general economic conditions. Low demand from the construction industry could adversely impact our financial position, results of operations and/or our cash flows. Economic or other conditions that adversely impact the global, national, or local construction industry may be novel and singular, in nature, such as the COVID 19 virus, or more seasonal and recurring, such global building supply chain shortages, interest rate fluctuations which impact new construction, lack of government funding for construction initiatives. These conditions, most of which will be beyond our control, could adversely impact business and results of operations. Changes to accepted trade practices, trade agreements, or imposition of tariffs may adversely impact supply and pricing of certain raw materials. Political events, such as the imposition of tariffs or the dissolution of trade agreements, may negatively impact supply chain and other factors related to our business. Such events could materially impact supply and pricing of critically necessary raw materials for manufacture of our products. For example, the basalt fiber roving, the primary raw material used in the manufacture of BasaFlex, and our other products is sourced from many parts of the world, and any such events could materially impact our supply and/or pricing. These events could also adversely impact the construction industry and demand for our products in general. Impacts from such events could adversely impact business and results of operations. Volatility in prices for raw materials may materially, adversely impact our prices. Depending on our customer demand and availability of raw materials, we may be faced with having to source and purchase raw materials from alternative suppliers, and/or at prices that are above the current market price, or in greater volumes than available. Additionally, other factors such as added capacity of competing steel and/or alternative FRP s could create negative pricing pressure, which would negatively affect our profit margins. There are risks associated with the limited number of basalt fiber manufacturers worldwide, who possess a finite capacity to produce fine micron basalt roving that is incorporated into BasaFlex. In the event these manufacturers lack the desire or ability to invest in additional capacity on a timely basis, we may be faced with an inadequate supply of raw material to meet our growth plan. In such an event, it may become necessary to develop a controlled source of basalt fiber, including acquiring or developing a smelting plant to meet our own demand, which will be a costly process and take time and may not be consummated on desirable terms, or at all. General Business Risks Associated with Our Company There may be legacy issues (including potential liabilities) arising from or associated with prior management and prior business operations, including potential litigation. Our company has been in operation since 2006 and as a public company since 2009. During this time, our company has entered and exited several businesses and has undergone three name changes. Current management has only been engaged since the start of the basalt fiber rebar business in 2019, and in that time has had to address several legacy issues which arose under our previous management, including the recent settlement of the lawsuit with Raw Energy, and the resolution of the judgment awarded to the California State Teachers Retirement System, among others. As such, we face the risk that all prior issues and resulting potential liabilities have not been identified, resolved, or accounted for, and if we are required to addresses any new issues as they arise, our management may become distracted from fulfilling our business objectives and we may be faced with unforeseen costs, expenses and liabilities which could damage our reputation and adversely impact our results of operations. 18 If we fail to manage our anticipated growth, our business and operating results could be harmed. If we do not effectively manage our anticipated growth, the quality of our products and services could suffer, which could negatively affect our brand and operating results. To effectively manage our potential growth, we will need to improve our operational, financial and management controls and our reporting systems and procedures. These systems enhancements and improvements may require significant capital expenditures and allocation of valuable management resources, especially as we add additional manufacturing capacity to our primary facility in Pompano Beach, Florida or invest in satellite manufacturing facilities. We also need to manage our sub-tier suppliers of the equipment necessary to support our growth. If planned or additional required improvements are not implemented on a timely or cost-effective basis, or they are not implemented at all for any reason, our ability to manage our growth will be impaired and we may have to make significant additional expenditures to address these issues, which could harm our financial position. We are subject to risks relating to our information technology systems, and any failure to adequately protect our critical information technology systems could materially affect our operations. We rely on information technology systems across our operations, including for management, supply chain and financial information and various other processes and transactions. As our manufacturing equipment is wirelessly controlled and operated, and the tracing data (which is required for necessary certifications) our equipment produces is stored electronically, our business depends on the security, reliability, and capacity of these systems. Information technology system failures, network disruptions or breaches of security could disrupt our operations, causing delays or cancellation of customer orders or impeding the manufacture or shipment of products, processing of transactions or reporting of financial results. An attack or other problem with our systems could also result in the disclosure of proprietary information about our business or confidential information concerning our customers or employees, which could result in significant damage to our business and our reputation. Advanced cybersecurity threats, such as computer viruses, attempts to access information, and other security breaches, are persistent and continue to evolve, making them increasingly difficult to identify and prevent. Protecting against these threats may require significant resources, and we may not be able to implement measures that will protect against all the significant risks to our information technology systems. In addition, we rely on third party service providers to execute certain business processes and maintain certain information technology systems and infrastructure, and any breach of security on their part could impair our ability to effectively operate. Any breach of our security measures could result in unauthorized access to and misappropriation of our information, corruption of data or disruption of operations or transactions, any of which could have a material adverse effect on our business. We will not be insured against all potential losses and could be seriously harmed by natural disasters, catastrophes, pandemics, theft, or sabotage. Our products are currently produced at a single location, and many of our business activities involve or will involve substantial investments in manufacturing. Our facility could be materially damaged by natural disasters such as floods, tornados, hurricanes (particularly given our location in South Florida), fires, earthquakes, pandemics or by theft or sabotage. We could incur uninsured losses and liabilities arising from such events, including damage to our reputation, and/or suffer material losses in operational capacity, which could have a material adverse impact on our business, financial condition, and results of operations. 19 We could face potential product liability and warranty claims, we may not accurately estimate costs related to such claims, and we may not have sufficient insurance coverage available to cover such claims. Our products are anticipated to be used in a wide variety of residential, commercial, and industrial applications. We face an inherent business risk of exposure to product liability or other claims in the event our products are alleged to be defective or that the use of our products is alleged to have resulted in harm to others or to property. We may, in the future, incur liability if product liability lawsuits against us are successful. Moreover, any such lawsuits, whether successful or not, could result in adverse publicity to us, which could cause our sales to decline. We maintain insurance coverage to protect us against product liability claims, but that coverage may not be adequate to cover all claims that may arise, or we may not be able to maintain adequate insurance coverage in the future at an acceptable cost. Any liability not covered by insurance or that exceeds our established reserves could materially and adversely impact our business, financial condition, and results of operations. In addition, consistent with industry practice, we provide warranties on many of our products. We may experience costs of warranty claims (limited to replacement) when the product is not performing to the satisfaction of the claimant even though it has not caused harm to others or property. We estimate our future warranty costs based on historical trends and product sales, but we may fail to accurately estimate those costs and thereby fail to establish adequate warranty reserves for them. Warranty claims are not insurable. Risks Related to Our Securities There is a risk that we may not be able to consummate our contemplated Re-IPO. Under the terms of the August 2021 Private Placement, we are required to conduct a Re-IPO whereby we will seek to raise additional funding in a registered underwritten offering and concurrently list our common stock on a national securities exchange. Investors are cautioned, however, that the Re-IPO may not take for any number of reasons, many of which are beyond our control. You should not invest in our company in reliance on the fact that the Re-IPO will take place. If the Re-IPO does not occur, our common stock would still be quoted on the OTCQB Market, but your opportunity for liquidity in your common stock would be significantly limited. In addition, if we are unable to consummate the Re-IPO on a timely basis or at all, we will owe cash liquidated damages to the investors in the August 20221 Private Placement. Future sales of our common stock in the public market could lower the price of our common stock and impair our ability to raise funds in future securities offerings. We may issue a significant number of shares of common stock upon conversion of outstanding convertible notes, or upon exercise of warrants, including the Warrant As and Warrant Bs. As of the date of this prospectus, approximately 304,823,303 shares of common stock are reserved for issuance under our outstanding convertible notes and warrants. Future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the then prevailing market price of our common stock, and could make it more difficult for us to raise funds in the future through private or public offerings of our securities. Because the market for our common stock is limited, persons who purchase our common stock may not be able to resell their shares at or above the purchase price paid for them. Our common stock trades on the OTCQB Market, which is not as liquid a market as a national securities exchange such as NASDAQ. There is currently only a limited public market for our common stock. We cannot assure you that an active public market for our common stock will develop or be sustained in the future. If an active market for our common stock does not develop or is not sustained, the price may decline. 20 Trading in our common stock is subject to special sales practices and may be difficult to sell. Our common stock is subject to the SEC s penny stock rule, which imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established distributors or accredited investors. Penny stocks are generally defined to be an equity security that has a market price of less than $5.00 per share. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of our stockholders to sell their securities in any market that might develop. Stockholders should be aware that, according to the SEC, the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include: control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our common stock. Because we may not be able to attract the attention of major brokerage firms, it could have a material impact upon the price of our common stock. It is not likely that securities analysts of major brokerage firms will provide research coverage for our common stock since the firm itself cannot recommend the purchase of our common stock under the penny stock rules referenced in an earlier risk factor. The absence of such coverage limits the likelihood that an active market will develop for our common stock. It may also make it more difficult for us to attract new investors at times when we acquire additional capital. The conversion of our outstanding secured convertible promissory note will result in dilution to existing stockholders and could negatively affect the market price of our common stock. At the date of this prospectus, we have an outstanding 20% secured promissory note in the aggregate principal amount of $1,689,746, convertible at the option of the principal holder (a trust associated with one of our directors, Ronald J. LoRicco, Sr., which trust acts as agent for all noteholders) into shares of our common stock at a price per share equal to $0.275. If this note is converted into shares of common stock, our issued and outstanding shares would increase. In the event that a market for our common stock develops, to the extent that the holder of this note converts such note, our existing shareholders will experience dilution to their ownership interest in our company. In addition, to the extent that the holder converts such note and then sell the underlying shares of common stock in the open market, our common stock price may decrease. 21 The principal holder of our outstanding secured convertible promissory note (which holder is associated with one of our directors) has rights which are senior to the rights of our common stockholders, and which may impair our financing efforts. The principal holder of the $1,689,746 convertible note mentioned above (a trust associated with one of our directors, Ronald J. LoRicco, Sr., which trust acts as agent for all noteholders) is party to a security agreement with us granting such holder a secured interest in all of our assets. In addition, our agreements with this principal note holder contain a negative covenant explicitly requiring such holder s consent in order for us to incur any debt or issue of any equity securities. The interests of such debt holder are senior to the rights of our common stockholders and may impede our ability to obtain new financing. Furthermore, such holder s interest may not coincide with the interests of other stockholders, and such holder may become subject to conflicts of interest given its affiliation with one of our directors. These conflicts may not be resolved in favor of our common stockholders. The interests of our principal stockholders, officers, and directors, who collectively and beneficially own approximately 39.87% of our stock, may not coincide with yours and such stockholders will have the ability to substantially influence decisions with which you may disagree. As of the date of this prospectus, our principal stockholders, officers, and directors beneficially owned approximately 39.87% of our common stock. As a result, our principal stockholders, officers, and directors will have the ability to substantially influence matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. In addition, this concentration of ownership may delay or prevent a change in control of our company and make some future transactions more difficult or impossible without the support of our controlling stockholders. The interests of such stockholders may not coincide with your interests or the interests of other stockholders. Certain accredited investors control large blocks of restricted common stock. Sale of large blocks of common stock could materially impact our stock price. Historically, we have raised funds from accredited investors through the sale of restricted common stock. Generally, common stock sold privately to accredited investors has certain resale restrictions under the securities laws that include elements of minimum holding periods, certain other requirements with respect to financial filings of our company and other requirements. Once these requirements are met, holders of the restricted common stock are able to remove resale restrictions and sell freely in the open market. As our common stock has a limited market for resale, substantial additional supply of stock caused by previously restricted stock coming into the market for resale could have a materially, negative impact on our stock price. The issuance of preferred stock could grant rights to investors that are not enjoyed by the holders of our common stock. Our articles of incorporation authorize the Board of Directors, without approval of the shareholders, to cause shares of preferred stock to be issued in one or more series, with the numbers of shares of each series to be determined by the Board of Directors. Our articles of incorporation further authorize the Board of Directors to fix and determine the powers, designations, preferences and relative, participating, optional or other rights (including, without limitation, voting powers, preferential rights to receive dividends or assets upon liquidation, rights of conversion or exchange into common stock or preferred stock of any series, redemption provisions and sinking fund provisions) between series and between the preferred stock or any series thereof and the common stock, and the qualifications, limitations or restrictions of such rights. In the event of issuance, preferred stock could be used, under certain circumstances, as a method of discouraging, delaying, or preventing a change of control of our company. Although we have no present plans to issue additional series or shares of preferred stock, we can give no assurance that we will not do so in the future. 22 Our inability to remain current on our required securities filings may impact liquidity for certain shareholders and our ability to raise funds. We rely on third parties to assist us with the preparation of our public filings. Our financial resources may not be sufficient from time to time to be able to cover the costs associated with these third parties services. Failure to remain current on certain public filings may limit the ability of shareholders to avail themselves of safe harbors when attempting to sell their shares, for example under Rule 144 of the Securities Act of 1933, as amended. In addition, our inability to present current financial information may impact our ability to raise additional funds and would further require us to pay cash liquidated damages to the investors in the August 2021 Private Placement. The number of shares of our common stock issuable upon the exercise outstanding warrants is substantial. As of the date of this prospectus, we had warrants outstanding that were exercisable for an aggregate of 137,691,666 shares of common stock. The shares of common stock issuable upon exercise of these warrants is substantial, currently constituting approximately 39% of the total number of shares of common stock currently issued and outstanding. Therefore, the exercise of a large number of these warrants and public sales of the shares of common stock underlying these warrants would cause substantial dilution to our stockholders and could adversely impact the price of our common stock from time to time. The timing for such dilution and adversely price impact is uncertain as we have no control over when warrants held by third parties will be exercised. For more information regarding the terms of our warrants, please refer to the footnotes accompanying the audited and unaudited financial statements included as part of this prospectus. Adjustments to the conversion price for certain of our warrants will dilute the ownership interests of our existing stockholders. Under the terms of certain of our outstanding warrants (notably the Warrant As and Warrant Bs), the exercise price of such warrants may be adjusted downward in certain circumstances. If a downward adjustment were to occur in the exercise price of such warrants, the exercise of such warrants would result in the issuance of a significant number of additional shares of our common stock and cause significant dilution. Moreover, the public sale of such shares could adversely impact the price of our common stock from time to time. Even if a market for our common stock develops, the market price of our common stock may be significantly volatile, which could result in substantial losses for purchasers. The market price for our common stock may be significantly volatile and subject to wide fluctuations in response to factors, including the following: our ability to develop and implement our business plans; actual or anticipated fluctuations in our quarterly or annual operating results; changes in financial or operational estimates or projections; conditions in markets generally; changes in the economic performance or market valuations of companies similar to ours; and general economic or political conditions in the United States or elsewhere. 23 In some cases, following periods of volatility in the market price of a company s securities, stockholders have often instituted class action securities litigation against those companies. Such litigation, if instituted, could result in substantial costs and diversion of management attention and resources, which could significantly harm our business operations and reputation. Future sales of our common stock in the public market could lower the price of our common stock and impair our ability to raise funds in future securities offerings. We may issue a significant amount of shares of common stock in the future, including shares of common stock upon conversion of preferred stock or convertible notes we have or may issue, or upon the exercise of warrants currently outstanding or which we may issue in the future. Future sales of a substantial number of shares of these shares of common stock in the public market, or the perception that such sales may occur, could adversely affect the then prevailing market price of our common stock, and could make it more difficult for us to raise funds in the future through public or private offerings of our securities. You may face significant restrictions on the resale of your shares due to state blue sky laws. Each state has its own securities laws, often called blue sky laws, which (1) limit sales of securities to a state s residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state. We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. We have not yet applied to have our securities registered in any state and will not do so until we receive expressions of interest from investors resident in specific states after they have viewed this prospectus. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification. Actions of activist shareholders could be disruptive and potentially costly and the possibility that activist shareholders may seek changes that conflict with our strategic direction could cause uncertainty about the strategic direction of our business. Activist investors or other stockholders who disagree with our management (including legacy stockholders of our company from a time prior to the commencement of our current business plan) may attempt to effect changes in our strategic direction and how our company is governed or may seek to acquire control over our company. Some investors (commonly known as activist investors ) seek to increase short-term stockholder value by advocating corporate actions such as financial restructuring, increased borrowing, special dividends, stock repurchases, or even sales of assets or the entire company. Activist campaigns can also seek to change the composition of our Board of Directors, and campaigns that contest or conflict with our strategic direction could have an adverse effect on our results of operations and financial condition as responding to proxy contests and other actions by activist shareholders can disrupt our operations, be costly and time-consuming, and divert the attention of our Board of Directors and senior management from the pursuit of our business strategies. In addition, perceived uncertainties as to our future direction that can arise from potential changes to the composition of our Board of Directors sought by activists may lead to the perception of a change in the direction of the business, instability or lack of continuity which may be exploited by our competitors, may cause concern to our current or potential customers or other partners, may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel and business partners. These types of actions could divert our management s attention from our business or cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business, all of which could have a material adverse effect on our company. 24 Our ability to use our net operating losses and research and development credit carryforwards to offset future taxable income may be subject to certain limitations. In general, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (or the Code), a corporation that undergoes an ownership change, generally defined as a greater than 50% change by value in its equity ownership over a three-year period, is subject to limitations on its ability to utilize its pre-change net operating losses (or NOLs) and its research and development credit carryforwards to offset future taxable income. Our existing NOLs and research and development credit carryforwards may be subject to limitations arising from previous ownership changes, and if we undergo an ownership change, our ability to utilize NOLs and research and development credit carryforwards could be further limited by Sections 382 and 383 of the Code. In addition, our ability to deduct net interest expense may be limited if we have insufficient taxable income for the year during which the interest is incurred, and any carryovers of such disallowed interest would be subject to the limitation rules similar to those applicable to NOLs and other attributes. Future changes in our stock ownership, some of which might be beyond our control, could result in an ownership change under Section 382 of the Code. For these reasons, in the event we experience a change of control, we may not be able to utilize a material portion of the NOLs, research and development credit carryforwards or disallowed interest expense carryovers, even if we attain profitability. If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline. The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not currently have and may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Anti-takeover provisions in our charter documents and Nevada law could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock. We are a Nevada corporation, and the anti-takeover provisions of the Nevada law may discourage, delay or prevent a change in control by, among other things: (i) prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change in control would be beneficial to our existing stockholders and (ii) making it more difficult to remove our directors and officers, which might discourage transactions that could involve payment to stockholders of a premium over the market price of our securities. In addition, our certificate of incorporation, as amended, and our amended and restated bylaws may discourage, delay, or prevent a change in our management or control over us that stockholders may consider favorable. In particular, our certificate of incorporation, as amended, and our amended and restated bylaws, among other matters: permit our Board of Directors to issue up to 5,000,000 shares of preferred stock, with any rights, preferences, and privileges as they may designate; provide that all vacancies on our Board of Directors, including as a result of newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also specify requirements as to the form and content of a stockholder s notice; and do not provide for cumulative voting rights, thereby allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election; 25 The financial and operational projections that we may make from time to time are subject to inherent risks. The projections that our management may provide from time to time (including, but not limited to, those relating to potential peak sales amounts, product approval, production and supply dates, commercial launch dates, and other financial or operational matters) reflect numerous assumptions made by management, including assumptions with respect to our specific as well as general business, economic, market and financial conditions and other matters, all of which are difficult to predict and many of which are beyond our control. Accordingly, there is a risk that the assumptions made in preparing the projections, or the projections themselves, will prove inaccurate. There will be differences between actual and projected results, and actual results may be materially different from those contained in the projections. The inclusion of the projections in this prospectus should not be regarded as an indication that we or our management or representatives considered or consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as such. We do not intend to pay dividends on our common stock. We have never declared or paid any cash dividend on our common stock. We currently intend to retain any future earnings and do not expect to pay any dividends for the foreseeable future. Therefore, you should not invest in our common stock in the expectation that you will receive dividends. 26 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains a number of forward-looking statements . Specifically, all statements other than statements of historical facts included in this prospectus regarding our financial position, business strategy and plans and objectives of management for future operations are forward-looking statements. These forward-looking statements are based on the beliefs of management at the time these statements were made, as well as assumptions made by and information currently available to management. When used in this prospectus and the documents incorporated by reference herein, the words anticipate, believe, estimate, expect, may, will, continue and intend, and words or phrases of similar import, as they relate to our financial position, business strategy and plans, or objectives of management, are intended to identify forward-looking statements. These statements reflect our current view with respect to future events and are subject to risks, uncertainties and assumptions related to various factors. You should understand that a variety of important factors, including those listed below and those discussed in our periodic reports to be filed with the SEC under the Securities Exchange Act of 1934, as amended, could affect our future results, and could cause those results to differ materially from those expressed in such forward-looking statements. These factors include, without limitation: the early-stage nature of our company, including our limited manufacturing capacity; factors that impair our ability to commence meaningful revenue generating operations, including our ability to raise capital, obtain market acceptance of our products and attract and retain customers; the amount and timing of required operating costs and capital expenditures related to the maintenance and expansion of our business operations and infrastructure; our ability to secure and maintain key channel partners, including suppliers of raw materials and marketing and distribution partners; our dependence on key personnel; our ability to comply with applicable laws, rules and regulations and changes in laws, rules and regulations that affect our operations and the demand for our products; the long- and short-term impact of the COVID-19 pandemic on the global and United States economy and the impact it may have on our industry; our ability to address and adapt to competition effectively, in particular competition with larger, more established companies; the impact on our operations of general economic conditions and those economic conditions specific to the construction industry; volatility in prices for raw materials; and the impact of natural disasters, catastrophes, pandemics, theft, or sabotage, including by way of hurricanes given our location in South Florida, for which we may have no or inadequate insurance. Although we believe that our expectations (including those on which our forward-looking statements are based) are reasonable, we cannot assure you that those expectations will prove to be correct. Should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in our forward-looking statements as anticipated, believed, estimated, expected, or intended. Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or any other reason. All subsequent forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus and the documents incorporated by reference herein might not occur. 27 USE OF PROCEEDS We will not receive any proceeds from the sale of the common stock by the selling stockholders. We would, however, receive proceeds upon the exercise of the Warrant As and Warrant Bs held by the selling stockholders which, if such warrants are exercised in full for cash, would be approximately $12.8 million. As of the date of this prospectus, we have not received proceeds from such exercises. Any net proceeds we receive will be used for general corporate and working capital or other purposes that our Board of Directors deems to be in the best interest of our company. As of the date of this prospectus, we cannot specify with certainty the particular uses for the net proceeds we may receive. Accordingly, we will retain broad discretion over the use of these proceeds, if any. DIVIDEND POLICY We have never declared or paid any cash dividend on our common stock or preferred stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future and we intend to retain all of our earnings, if any, to finance our growth and operations and to fund the expansion of our business. Payment of any dividends will be made at the discretion of our Board of Directors, after its taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion. Any dividends that may be declared or paid on our common stock, must also be paid in the same consideration or manner, as the case may be, on our shares of preferred stock, if any. DETERMINATION OF OFFERING PRICE The selling stockholders will offer common stock at the prevailing market prices or privately negotiated prices. See Plan of Distribution . The price at which the selling stockholders may sell their common stock, or the price of our common stock prevailing in the market from time to time, does not necessarily bear any relationship to our book value, assets, past operating results, financial condition, or any other established criteria of value. 28 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Holders of Common Stock As of the date of this prospectus, we have approximately 286 holders of record of our common stock. The number of record holders does not include persons, if any, who hold our common stock in nominee or street name accounts through brokers. Market for Common Stock Our common stock is quoted on the OTCQB Marketplace under the symbol BASA. As of December 10, 2021, the last reported sales price of a share of our common stock on the OTCQB Marketplace was $0.2299. The following table sets forth, for the periods indicated, the high and low sales prices per share of our common stock as reported by the OTC Markets Group, Inc.: Period Ended High Low September 30, 2021 $ 0.380 $ 0.27 June 30, 2021 $ 0.668 $ 0.38 March 31, 2021 $ 0.251 $ 0.226 December 30, 2020 $ 0.32 $ 0.275 September 30, 2020 $ 0.67 $ 0.58 June 30, 2020 $ 0.16 $ 0.15 March 31, 2020 $ 0.12 $ 0.11 December 30, 2019 $ 0.22 $ 0.21 September 30, 2019 $ 0.204 $ 0.18 June 30, 2019 $ 0.695 $ 0.695 March 31, 2019 $ 0.14 $ 0.14 These sales prices were obtained from the OTC Market Group, Inc. and do not necessarily reflect actual transactions, retail markups, mark downs or commissions. No assurance can be given that an established public market will develop in our common stock, or if any such market does develop, that it will continue or be sustained for any period of time. Transfer Agent Our stock transfer agent is Empire Stock Transfer, Inc., 1859 Whitney Mesa Drive, Henderson, NV 89014, Telephone: (702) 818-5898. Securities Authorized for Issuance under Equity Compensation Plans We do not have a formal equity incentive plan at this time, and therefore we have no securities authorized for such issuance under any such plan. 29 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Statements in this report which express belief, anticipation or expectation, as well as other statements which are not historical facts, are forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results, including those that may be set forth under the Risk Factors section of this prospectus and elsewhere in this prospectus, as well as in our annual report on Form 10-K for the year ended December 31, 2020, and subsequently filed quarterly reports on Form 10-Q. See Cautionary Note Regarding Forward-Looking Statements . The following discussion should be read in conjunction with our financial statements and notes thereto included elsewhere in this report. Overview This overview provides a high-level discussion of our operating results and some of the trends that affect our business. We believe that an understanding of these trends is important to understand our financial results for the years ended December 31, 2020, and 2019 and the nine months ended September 30, 2021, and 2020, respectively. This summary is not intended to be exhaustive, nor is it intended to be a substitute for the detailed discussion and analysis provided elsewhere in this prospectus, and our audited and unaudited condensed consolidated financial statements and accompanying notes included in this prospectus. On May 30, 2006, Basanite, Inc. was formed as a Nevada corporation. Through our wholly owned subsidiary, Basanite Industries, LLC, a Delaware limited liability company ( BI ), we manufacture a range of green (environmentally friendly), sustainable, non-corrosive, lightweight, composite products used in concrete reinforcement by the construction industry. Our core product is BasaFlex , a basalt fiber reinforced polymer reinforcing bar ( rebar ) which we believe is a stronger, lighter, sustainable, non-conductive, and corrosion-proof alternative to traditional steel. Our two other main product lines are BasaMix , which are fine denier basalt fibers available in various chopped sizes, and BasaMesh , a line of Basalt Geogrid Mesh Rolls, intended to replace welded wire mesh (made of steel) and other fiber reinforced polymer grids and mesh. BasaMix is designed to help absorb the stresses associated with early-aged plastic shrinkage and settlement cracking in concrete, as well as providing an increased toughness for enhanced reinforcement in Slab on Grade (SOG) and precast elements. BasaMix also serves in a system approach for optimum performance of a concrete element when used in conjunction with our BasaFlex rebar. BasaMesh is designed for secondary and temperature shrinkage reinforcement. BasaMesh can also work in conjunction with the BasaFlex rebar or BasaMix for a total reinforcement program. Each of our products is specifically designed to extend the lifecycle of concrete products by eliminating concrete spalling. Spalling results from the steel reinforcing materials embedded within the concrete member rusting (contrary to popular belief, concrete is porous, and water can permeate into concrete). Rusting leads to the steel expanding and eventually causing the surrounding concrete to delaminate, crack, or even break off, resulting in potential structural failure. We believe that each of our products addresses this important need along with other key requirements in today s construction market. We believe that the following attributes of BasaFlex provide it with a competitive advantage in the marketplace: BasaFlex never corrodes: steel reinforcement products rust, leading to spalling and significant repair costs down the road; 30 BasaFlex is sustainable: BasaFlex is made from Basalt rock, the most abundant rock found on Earth s surface, and offers a longer product lifecycle than traditional steel (the lack of corrosion allows the life span of concrete products reinforced with BasaFlex to be significantly longer); BasaFlex is green : From mining, through production, to installation at the building site, BasaFlex has an exceptionally low carbon footprint when compared with that of steel; and BasaFlex has a lower in-place cost: the physical nature of our products relative to steel result in a lower net cost to the contractor once installed, such as: BasaFlex is one-quarter of the weight of equivalent sized steel, meaning 4 times the quantity of material can be delivered by the same truck (or container); all Basanite products can be loaded/unloaded and moved around the jobsite by hand no expensive handling equipment is needed; less concrete is required as BasaFlex does not require the extra concrete cover needed when using steel; and Basanite products are safer and easier to use. We believe all these factors materially reduce the net in-place cost of concrete reinforcement. We lease a fully permitted, 36,900 square foot facility located in Pompano Beach, Florida equipped with five customized, Underwriters Laboratories approved, Pultrusion manufacturing machines for BasaFlex production, plus other composite manufacturing equipment. Each Pultrusion machine has up to two linear production lines (we use one or two lines per machine depending on rebar size giving a maximum capacity of 10 manufacturing lines). To date, BI s operations team has successfully optimized and scaled the capacity of our manufacturing plant to produce up to 25,000 linear feet of BasaFlex rebar per shift, per day, depending on the product mix. BI s own fully equipped test lab is utilized to evaluate, validate, and verify each product s performance attributes. We believe that macroeconomic factors are pressuring the construction industry to consider the use of alternative reinforcement materials for the following reasons: the increasing need for global infrastructure repair; recent design trends towards increasing the lifespan of projects and materials; the global interest in promoting the use of sustainable products; and increasing consideration of both the long-term costs and environmental impacts of material selections. We believe we are well positioned to benefit from this renewed focus, particularly in light of the interest of the U.S. government in funding infrastructure improvements and events such as the tragic collapse of a residential building in Surfside, Florida. Impact of COVID-19 The novel coronavirus ( COVID-19 ) that surfaced in December 2019 and spread throughout the world resulted in our company undergoing a 2-month operational shutdown early in the second quarter of 2020, with normal business operations resuming in June 2019. A second coronavirus related event occurred early in the fourth quarter of 2020, when two employees tested positive for COVID-19, and we became concerned they had potentially exposed the others. Out of an abundance of caution, we temporarily shut down operations for one week and entered a 10-day quarantine period (during this time certain key employees remained active, working from home). We strictly followed CDC guidelines for required quarantining periods and testing of all employees before re-opening. Notwithstanding this, since the beginning of the third quarter of 2020, COVID-19 has not materially impacted our operations or those of our third-party partners. However, the continued spread of variants of the virus could negatively impact the manufacturing, supply, distribution and sale of our products and our financial results in the future. The extent to which COVID-19 may impact the construction industry, our operations or the operations of our third-party partners will depend on future developments, which are uncertain and cannot be predicted with confidence. 31 Results of Operations Comparison of the three and nine months ended September 30, 2021, to the three and nine months ended September 30, 2020 Revenue The Company had $155,477 and $175,162 of revenues as a result of sales of finished goods sold for the three and nine months ended September 30, 2021, compared to $2,408 and $4,626, respectively for the same period in the prior year. While the increase in revenue in the year over year periods was material due to our ability to sell some BasaFlex product in 2021, overall revenues have been minimal due to our lack of funding and as a result our continuing shift in focus to the scaling of production and inventory during both periods. Revenue recognition - We recognize revenue when the following criteria are met: (1) Contract with the customer has been identified; (2) Performance obligations in the contract have been identified; (3) Transaction price has been determined; (4) Transaction price has been allocated to the performance obligations; and (5) When (or as) performance obligations are satisfied. Cost of goods sold During the three and nine months ended September 30, 2021, the Company had cost of sales of $176,994 and $194,687 compared to $919 and $3,065, respectively for the same period in the prior year. For the three months ended September 30, 2021, the Company had a negative gross margin from operations in the amount of $21,517 compared to a gross margin in the amount of $1,489 in the same period of the prior year. For the nine months ended September 30, 2021, the Company had a negative gross margin from operations in the amount of $19,525 compared to a gross margin in the amount of $1,561 in the same period of the prior year. The Company has small margins as it sold existing inventory while preparing for the scaling the manufacture of BasaFlex . Operating Expenses Professional fees During the three months ended September 30, 2021, and 2020 professional fees were $382,233 compared to $127,294 for the same period in the prior year. During the nine months ended September 30, 2021, and 2020, professional fees were $575,320 compared to $290,168 for the same period in the prior year. The Company has increased fees as it relates to legal fees associated with our financing efforts, and preparation of new supplier and consulting agreements. Payroll and payroll taxes During the three and nine months ended September 30, 2021, payroll and payroll taxes were $301,732 and $856,530 compared to $107,284 and $507,170 in the prior year. The Company retained a total of 23 employees at the period end September 30, 2021, as compared to 13 employees at the close of the September 30, 2020, period. Consulting - During the three months ended September 30, 2021, consulting fees was $173,050 and $71,260 for the same period in the prior year. During the nine months ended September 30, 2021, consulting fees were $403,675 compared to $170,198 for the same period in the prior year. The increase is due to consulting agreements for the Company s senior management. General and administrative During the three months ended September 30, 2021, general and administrative expenses were $775,941 compared to $$402,217 for the same period in the prior year. The increase is largely due to the stock-based compensation expense in the current year of $252,510 added to the increase in overall general and administrative costs, including but not limited to, supplies, computers, furniture and other overhead costs. During the nine months ended September 30, 2021, general and administrative expenses were $2,309,878 compared to $903,279 for the same period in the prior year. The increase is largely due to the stock-based compensation expense in the current year of $1,371,847 added to that by the increase in overall general and administrative costs. 32 Other Income Gain on settlement of legal contingency - During the three months ended September 30, 2021, the Company had a gain of $94,127, compared to $40,838 for the same period in the prior year. During the nine months ended September 30, 2021, the Company had a gain of $438,649 compared to $40,838 for the same period in the prior year. The increase in the current year is largely due to the writing off of payables that had finalized with regards to legal matters in 2021 California State Teacher s Retirement System. Gain on settlement of payable - During the three and nine months ended September 30, 2021, the Company had a gain of $8,131 in 2021 as compared to $292,112 for 2020, respectively. The decrease is due to the Company settling the previously outstanding legal matters in 2020 during the first, second and third quarter of the 2021. Miscellaneous income - During the three and nine months ended September 30, 2021, miscellaneous income was $0 compared to $0 and $70,817 for the same period in the prior year. The decrease is due to the settlement in 2020 and the allocation of the revenue to the company. In 2021 funds are recognized as part of gain on settlement of legal contingency. Loan forgiveness - During the three months ended September 30, 2021, the Company had forgiveness of $0 compared to $0 for the same period in the prior year. During the nine months ended September 30, 2021, the Company had forgiveness of $124,143 compared to $0 for the same period in the prior year. The balance increased due to the forgiveness from activities related to a note payable loan on January 4, 2021. Other Expenses Loss on Extinguishment of Debt - During the three months ended September 30, 2021, the Company had a loss of $0 compared to $63,914 for the same period in the prior year. During the nine months ended September 30, 2021, the Company had a loss of $6,743,015 compared to $62,934 for the same period in the prior year. Interest expense - During the three and nine months ended September 30, 2021, and 2020, interest expense was $120,070 and $325,944 compared to $550,094 and $801,925, respectively, for the same period in the prior year. The decrease is mainly due to the payment of debts due to increased cashflow. Comparison of the year ended December 31, 2020, to the year ended December 31, 2019 Revenue We had $7,161 of revenues as a result of sales of finished goods sold for the year ended December 31, 2020, compared to $3,892 in the prior year. Revenues have been minimal as a result of our shift in focus to the scaling of production and inventory. Cost of goods sold During the year ended December 31, 2020, we had cost of sales of $4,487 compared to $105,010 in the prior year. We have small margins as we sold existing inventory while preparing for the scaling the manufacture of BasaFlex. In the same period in the prior year, we lost money on a gross margin basis due to inefficiencies in the start-up process and extremely narrow margins on the initial sales of like products. Professional fees During the year ended December 31, 2020, professional fees were $438,749 compared to $341,906 in the prior year. The Company has increased fees as it relates to legal fees with the ongoing litigation, and new supplier and consulting agreements as it tries to secure relationships in the industry. Payroll and payroll taxes During the year ended December 31, 2020, payroll and payroll taxes were $837,348 compared to $865,828 in the prior year. The decrease was due to the termination of the prior CEO in the first quarter of 2020 and the resignation of the CFO in the second quarter of 2020 compared to both being employed during the same period in the prior year. Consulting During the year ended December 31, 2020, consulting fees were $270,525 compared to $219,326 in the prior year. The increase is due to consulting agreements for senior management at different rates. General and administrative During the year ended December 31, 2020, general and administrative expenses were $1,408,948 compared to $2,483,226 in the prior year. The decrease is largely due to the decrease in stock-based compensation expense by $1,535,726 and the minimal increases in several other general and administrative expenses compared to the prior year. Loss on inventory obsolescence - During year ended December 31, 2020, we had a loss of $33,062 compared to $0 in the prior year, which resulted from a review of purchased inventory on hand that was deemed unsellable. 33 Disposition of fixed asset - During year ended December 31, 2020, we had a gain of $40,838 compared to $0 in the prior year. The gain is due to the sale of an asset during the year. Miscellaneous income - During the year ended December 31, 2020, miscellaneous income was $70,817 as a result of a gain on the settlement of a lawsuit compared to $4,469 in the prior year. The increase is due to the net settlement of $125,000 less the contingency fee and expenses paid to the attorney for the HLM Storefront litigation. Gain on settlement of payable - During year ended December 31, 2020, we had a gain of $293,678 compared to $201,617 in the prior year. The gain in the current year is due to the forgiveness by prior management of accrued wages and related expenses whereas in the prior year, the gain is largely due to the writing off of several payables that had exceeded their statute of limitations for collection. Loss on extinguishment of debt - During the year ended December 31, 2020, we had a loss of $56,948 compared to $0 in the prior year. The increase in loss is due to the settlement of various long-standing debts for restricted common shares which exceeded the value of the debt. Impairment of fixed asset - During the year ended December 31, 2020, we had no gain or loss compared to a loss of $1,478 in the prior year. Interest expense - During the year ended December 31, 2020, interest expense was $898,257 compared to $113,076 in the prior year. The increase is mainly due to the amortization of the debt discounts recorded for the convertible debt. Liquidity and Capital Resources Since inception, the Company has incurred net operating losses and used cash in operations. As of September 30, 2021, and December 31, 2020, respectively, the Company reported: an accumulated deficit of $40,306,351 and $29,643,387; a working capital deficiency of $961,681 and $1,901,875; and cash used in operations of $3,879,286 and $2,799,499. Losses have principally occurred as a result of the substantial resources required for product research and development and for marketing of the Company s products; including the general and administrative expenses associated with the organization. While we have generated relatively little revenue to date, we continue to receive inquiries from a range of customers for our products, indicating what we believe is a significant level of market interest for BasaFlex . Based on our current limited manufacturing capacity there is no guarantee that orders will actually be received. We have historically satisfied our working capital requirements through the sale of restricted common stock and the issuance of warrants and promissory notes. Until we are able to internally generate meaningful revenue and positive cash flow, we will attempt to fund working capital requirements through third party financing, including through potential private or public offerings of our securities as well as bridge or other loan arrangements. However, a number of factors continue to hinder the Company s ability to attract new capital investment. We cannot provide any assurances that the required capital will be obtained at all, or that the terms of such required capital may be acceptable to us. If we are unable to obtain adequate financing, we may reduce our operating activities to reduce our cash use until sufficient funding is secured. If we are unable to secure funding when needed, our results of operations may suffer, and our business may fail. These conditions raise substantial doubt about the Company s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. At September 30, 2021, the Company had cash of $1,308,227 compared to $259,505 at December 31, 2020. During the quarter ended September 30, 2021, cash on hand was increased due to the closing of our private placement offering in August 2021. Cash Flows Net cash used in operating activities amounted to $2,799,499 and $2,259,537 for the years ended December 31, 2020, and 2019, respectively. During the year ended December 31, 2020, we used $339,586 net cash for investing activities compared to $566,918 used in the prior fiscal year for the modifications and Underwriter s Laboratories listing of the production machinery and the final payments for the enhancements made to our production facility as compared to the deposits made on machinery and equipment. During the year ended December 31, 2020, we had $3,269,438 net cash provided by financing activities. Proceeds of $1,797,068 from the sale of stock from accredited investors and related parties for 15,495,629 restricted common shares issued; borrowing of $1,886,727 from the issuance of convertible and short-term notes payable, including from related parties; less $348,000 of full repayment of a convertible note; less $66,357 of full repayment of short-term notes payable. 34 During the year ended December 31, 2019, we had $2,833,776 net cash provided by financing activities. Proceeds of $2,392,828 net cash from the sale of stock from accredited investors and related parties for 41,034,285 restricted common shares issued; borrowing of $642,760 from the issuance of convertible and short-term notes payable, including from related parties; less $50,000 of a partial repayment of a convertible note; less $54,704 of full repayment of a related party convertible note; and less $97,108 of full repayment of a demand note payable. We do not believe that our cash on hand on December 31, 2020, will be sufficient to fund our current working capital requirements as we try to develop our fiber reinforced polymer rebar manufacturing business. We entered into convertible promissory notes and issued restricted common shares in an effort to raise additional working capital. We will continue working towards securing more working capital. However, there is no assurance that we will be successful in securing working capital or, if we are, that the terms will be beneficial to our shareholders. Net cash used in operating activities amounted to $3,879,286 and $1,612,928 for the nine months ended September 30, 2021, and 2020, respectively. In the current period a loss was recorded related to the issuance of warrants at fair value issued as compensation for the extension of the maturity date of an amended note. During the nine months ended September 30, 2021, net cash used for investing activities were $1,868,896 compared to $115,956 for the same period in the prior year. The increase is largely due to costs associated with the customization, installation, and verification and validation testing of the first BasaMax prototype pultrusion machine. During the nine months ended September 30, 2021, we had $6,796,904 net cash provided by financing activities compared to $2,175,644 in the prior year. Issuance of common shares for $5,054,662, and $123,500 from warrants exercised; borrowing of $579,741 from the issuance of convertible and short-term notes payable, including from related parties; less $35,000 of a full repayment of convertible notes; and less $417,193 of partial repayment of notes payable provided the net cash during the nine months ended September 30, 2021. Further we borrowed $1,491,194 from the issuance of notes payable, including from related parties. Additionally, we borrowed $300,000 in notes payable which was later exchanged for 6,000,000 five-year warrants on May 21, 2021. We do not believe that our cash on hand as of September 30, 2021 will be sufficient to fund our current working capital requirements as we try to develop our fiber reinforced polymer rebar manufacturing business. We entered into promissory notes and issued restricted common shares in an effort to raise additional working capital. Additionally, we entered into an agreement with Aegis Capital, LLC to secure working capital for equipment and manufacturing improvements. We will continue working towards securing more working capital. However, there is no assurance that we will be successful in securing working capital or, if we are, that the terms will be beneficial to our shareholders. Summary of Critical Accounting Policies Use of Estimates The preparation of the accompanying Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Stock-based compensation and stock awards related to convertible debt instruments are recognized based on the fair value of the awards granted. The fair value of each award or conversion feature is estimated on the grant date using the Black-Scholes pricing model. The Black-Scholes pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of our common stock, risk-free interest rates and the expected dividend yield of our common stock. The assumptions used to determine the fair value of the stock awards represent management s best estimates. These estimates involve inherent uncertainties and the application of management s judgment. 35 Recent Accounting Pronouncements Described below is a new accounting pronouncement issued or proposed by the FASB that has been adopted by us. Management does not believe this accounting pronouncement has had or will have a material impact on our consolidated financial position or operating results, except as disclosed below or in our future filings. In August 2020, the FASB issued ASU No. 2020-06, Debt Debt with Conversion and other Options (Subtopic 70-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s instruments by removing major separation models required under current accounting principles generally accepted in the United States of America ( U.S. GAAP ). ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exceptions and also simplifies the diluted earnings per share calculation in certain areas. The standard is effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. The Company early adopted this standard on January 1, 2021. By no longer recording embedded conversion features separately from the convertible debt instrument, and instead as a single liability, the Company s financial statements reflect a more simplified view of convertible debt instruments and cash interest expense that is believed to be more relevant than an imputed interest expense that results from the separation of conversion features previously required by U.S. GAAP. The adoption of this standard had no material effect on the Company s condensed consolidated financial statements as of September 30, 2021. 36 BUSINESS Overview and Recent History We manufacture a range of green (environmentally friendly), sustainable, non-corrosive, lightweight, composite products used as concrete reinforcement by the construction industry. Our core product is BasaFlex , a basalt fiber reinforced polymer (or BFRP) reinforcing bar (or rebar) which we believe is a stronger, lighter, sustainable, non-conductive, and corrosion-proof alternative to traditional steel. We conduct our business through our wholly owned subsidiary, Basanite Industries, LLC (or BI). Our two other main product lines are BasaMix , which are fine denier basalt fibers available in various chopped sizes, and BasaMesh , a line of Basalt Geogrid Mesh Rolls, intended to replace welded wire mesh (made of steel) and other fiber reinforced polymer (or FRP) grids and mesh. BasaMix is designed to help absorb the stresses associated with early-aged plastic shrinkage and settlement cracking in concrete, as well as providing excellent surface performance and an increased toughness for enhanced reinforcement in Slab on Grade (SOG) and precast elements. BasaMix also serves in a system approach for optimum performance of a concrete element when used in conjunction with our BasaFlex rebar. BasaMesh is designed for secondary and temperature shrinkage reinforcement. BasaMesh can also work in conjunction with the BasaFlex rebar or BasaMix for a total reinforcement program. Each of our products is specifically designed to extend the lifecycle of concrete products by eliminating cracking and concrete spalling. Spalling results from the steel reinforcing materials embedded within the concrete member, corroding and rusting due to normally occurring factors like temperature, humidity, pollutants, salt, etc. (contrary to popular belief, concrete is porous, and water does permeate into concrete). Rusting leads to the steel expanding and eventually causing the surrounding concrete to delaminate, crack, spall and even break off, resulting in potential structural failure. We believe that each of our products addresses this important need, along with other key requirements in today s construction market. We believe that the following attributes of BasaFlex provide it with a competitive advantage in the marketplace: BasaFlex never corrodes: steel reinforcement products rust, leading to spalling and significant repair costs down the road; 37 BasaFlex is sustainable: BasaFlexTM is made from Basalt rock, the most abundant rock found on Earth s surface, and offers a longer product lifecycle than traditional steel (the lack of corrosion allows the life span of concrete products reinforced with BasaFlex to be significantly longer); BasaFlex is green : From mining, through production, to installation at the building site, BasaFlex has an exceptionally low carbon footprint when compared with that of steel; and BasaFlex has a lower in-place cost: the physical nature of our products relative to steel result in a lower net cost to the contractor once installed, such as: BasaFlexTM is one-quarter of the weight of equivalent sized steel, meaning 4 times the quantity of material can be delivered by the same truck (or container); all Basanite products can be loaded/unloaded and moved around the jobsite by hand no expensive handling equipment is needed; less concrete is required as BasaFlexTM does not require the extra concrete cover needed when using steel; and Basanite products are safer and easier to use. We believe all these factors materially reduce the net in-place cost of concrete reinforcement. We lease a fully permitted, 36,900 square foot facility located in Pompano Beach, Florida which is equipped with five customized, Underwriters Laboratories approved, Pultrusion manufacturing machines for BasaFlexTM production. Each Pultrusion machine has up to two linear production lines (we use one or two lines per machine depending on rebar size giving a maximum capacity of 10 manufacturing lines). To date, BI s operations team has successfully optimized and scaled the capacity of our manufacturing plant to produce up to 28,000 linear feet of BasaFlexTM rebar per shift, per day, depending on the product mix. BI s own fully equipped Test Lab is utilized to evaluate, validate, and verify each product s performance attributes in real time. We believe that macroeconomic factors are pressuring the construction industry to consider the use of alternative reinforcement materials for the following reasons: the increasing need for global infrastructure repair; recent design trends towards increasing the lifespan of projects and materials; the global interest in promoting the use of sustainable products; and increasing consideration of both the long-term costs and environmental impacts of material selections. We believe we are well positioned to benefit from this renewed focus, particularly in light of the renewed U.S. government interest in funding infrastructure improvements and events such as the tragic collapse of a residential building in Surfside, Florida. We submitted our first round of BasaFlex rebar products to the Structures and Materials Department of the University of Miami, an industry accredited independent testing laboratory, to obtain a Certified Test Report which allows us to participate in approved FRP applications, such as precast, architectural, flatwork and other non-structural engineered applications, or in applications where steel is a poor choice, like bridge decks, piers, seawalls, sewage tunneling and nuclear plants. On May 29, 2020, a Certified Test Report was submitted to us for engineering use. During the third quarter of 2020, we began initial manufacturing operations and commenced the manufacture of our initial stock of inventory of BasaFlex . Also, during this timeframe, we filled key manufacturing positions within our production facility and reached our primary goal of scaling to full capacity single shift operations. Management also began recruiting other key positions, focused initially on product development, driving sales growth and expanding our market presence. Our hiring was focused on key areas of excellence, specifically quality assurance; operations and other technical resources; engineering; and sales and marketing. We successfully completed our initial hiring plan and recruited key personnel with over 140 combined years of industry experience. We have begun selling across our complete product line and are currently working on securing larger orders for next year. We have also been engaged in developing strategic partnerships, with multiple testing programs underway (including international locations) across a broad range of applications. 38 During both the third and fourth quarters of 2020, BI continued research, and development work on BasaFlexTM, with the goal of increasing its performance results in the category of modulus. While the baseline version easily met the required industry standard for FRP rebar, we have expanded goals for BasaFlexTM to be able to replace steel rebar in a broader range of applications than the current industry standard allows for. After extensive internal development and testing, a complete test set of bar sizes #3-#8 of an enhanced version of BasaFlexTM was submitted to the University of Sherbrooke (near Montreal, Canada) for lab testing. Sherbrooke, led by renowned materials scientist Dr. Brahim Benmokrane, is the world recognized leader in testing FRP products for concrete reinforcement. In February of 2021, Basanite obtained stellar results on the upgraded BasaFlexTM from the Sherbrooke lab, including best in class performance results in both tensile and modulus strength. Following on from this success, Basanite is working with multiple customers and design professionals to select BasaFlexTM as an alternative to steel in a broader range of applications. Early in 2021, we contracted with an independent software company to develop BasaPro , a design software specifically for use with BasaFlex . This development effort has been completed and the software is operational. BasaPro allows both our engineers and engineers of record (EOR) to easily compare engineering designs with steel and the same designs with the recommended use of BasaFlex in typical concrete applications. It allows for both the conversion to BasaFlex from steel in existing concrete designs and for original designs using BasaFlex and is based upon the application of industry standards ACI 440 (Guide for the Design and Construction of Structural Concrete Reinforced with Fiber-Reinforced Polymer (FRP) Bars) and ACI 318 (Building Code Requirements for Structural Concrete) using structural steel. The software is capable of showing all calculations using independent test results and pictorial design work in conjunction with applicable building codes. This means we can now communicate with the design community in their own language. On December 10, 2021, we entered into a strategic partnership, comprised of two principal five year agreements: an Exclusive Supplier Agreement (the Supplier Agreement) with Concrete Products of the Palm Beaches, Inc. (or CPPB), and a Distribution Agreement with U.S. Supplies, Inc. (or USS). Based in Riviera Beach, Florida, CPPB is a custom precast manufacturer of concrete products for the construction industry, made from a combination of cement and aggregate raw materials. Based in West Palm Beach, Florida, USS is a domestic and international distributor of building products and supplies, specialty construction products, and a provider of engineering services. CPPB and USS are related parties via the common control of Manuel A. Rodriguez (who has been appointed to our Board of Directors). Pursuant to the Supplier Agreement, BI will supply CPPB with both basalt fiber products and BFRP products, each as manufactured and assembled by BI, including its BasaFlex rebar. Pursuant to the Supplier Agreement, BI shall serve as CPPB s exclusive supplier of basalt fiber and BFRP products of the type manufactured by BI for use as raw materials in CPPB s concrete products and not for resale. BI will undertake commercially reasonable efforts to provide sufficient supply of BI s products in accordance with purchase orders submitted by CPPB and accepted by BI. CPPB is not required to purchase any minimum order of product. During the term of the Supplier Agreement, Basanite Industries shall be precluded from manufacturing, distributing or selling concrete construction materials of the type made CPPB as of the date of the Supplier Agreement. Pursuant to the Distribution Agreement, USS has been appointed as a distributor of our products and is obligated use its best reasonable efforts to distribute and promote our products in accordance with the terms of the Distribution Agreement. Under the terms of the Distribution Agreement, BI shall serve as USS sole and exclusive supplier of BFRP products of the type manufactured by BI. In the United States, USS will focus its distribution efforts within the market customer segments of precasters, cast-in-place contractors and federal, state, county and city governments or agencies, and internationally. The parties have agreed in the Distribution Agreement on wholesale pricing terms afforded to USS for our products under a formula where the retail prices for Products may be adjusted during the term of the Distribution Agreement. USS distribution rights are exclusive in the territories of seven countries in Central America (the Republic of El Salvador, the Republic of Guatemala, the Republic of Honduras, the Republic of Colombia, the Republic of Ecuador, the Republic of Peru, and the United Mexican States) and non-exclusive for the rest of the world. BI has also granted USS a right of first refusal on exclusive distribution rights in other territories should BI desire to offer such rights. Otherwise, USS distribution rights are not exclusive. In addition, during the term of the Distribution Agreement, Basanite Industries shall not directly solicit customers (i) in the exclusive territories referred to above and (ii) any other customers first introduced to Basanite Industries by USS. In connection with the transactions associated with the Supplier Agreement and the Distribution Agreement, we have issued to USS a common stock purchase warrant (or the Strategic Partner Warrant). The Strategic Partner Warrant affords USS and its assigns the right, for a five (5) year term, to purchase up to forty million (40,000,000) shares of our common stock (which we refer to as the Warrant Shares) at an exercise price of $0.33 per Warrant Share. The right to purchase fifty percent (50%) (or 20,000,000) of the Warrant Shares shall vest immediately and the right to purchase the remaining fifty percent (50%) (or 20,0000,000) of the Warrant Shares shall only vest upon our actual receipt of new investment into our company of not less than $5,000,000 from one or any combination of the following entities or individuals: (i) USS and its affiliates, (ii) CR Business Consultants, Inc. (any entity controlled by Raphael Salas) and its affiliates or (iii) any person or entity first introduced to us by any of the foregoing. 39 In connection with the transactions contemplated by the Distributor Agreement and the Supplier Agreement, our Board of Directors appointed Manuel A. Rodriguez and Frederick H. Tingberg, Jr. as members of the Board. Mr. Rodriguez is an affiliate of and controls each of USS and CPPB, and Mr. Tingberg (who provides consulting services to CPPB) was recommended for appointment to the Board by Mr. Rodriguez. While we have generated relatively little revenue to date, we continue to receive inquiries from a range of customers for our products, indicating what we believe is a significant level of market interest for BasaFlex . Some of these inquiries would be for very large potential orders for new, multi-year construction projects. Based on our current manufacturing capacity, these inquiries (if they lead to actual orders) would exceed our capability to deliver within the customer s requested timeframe, and largely because of this, there is no guarantee that orders will actually be received without expansion. To satisfy what we perceive the market interest for BasaFlex to be, and in particular to address potential large-scale customers like CPPB, we need to significantly accelerate the expansion of our manufacturing capacity. Our current near-term goal is to expand to greater than twice our current capacity by the end of 2021, and ultimately to reach a Pompano plant production capacity exceeding 73,000 linear feet per day per shift (which would be 3 times our current capacity). To accomplish these goals, we have designed and developed customized pultrusion equipment which offers significantly increased capacity in the same footprint as our current equipment. Our new technology manufacturing system, named BasaMax , has been specifically designed for the manufacture of BasaFlex using our patent pending process. Two versions of this equipment have been designed, and these will not only offer double the capacity of our current equipment (per machine), but also each will run at faster and more efficient rates. A prototype has completed preliminary testing in our Pompano facility and has recently been qualified for production. Based on this trial, we are planning a two-phase plant expansion, eventually including a total of 10 of these new machines. Our goal, subject to raising sufficient funding, is to have the first set of five of the new machines installed and be operational by the second quarter of 2022, and to install and have operational five more, along with additional custom manufacturing equipment, by the fourth quarter of 2022 providing sales dictate. This would create the opportunity for BI to ultimately reach our production level target for the Pompano facility by the close of 2022. Industry Background and Current and Proposed Customers We are focused on the construction industry, specifically on products for the reinforcement of primarily concrete but also asphalt. According to Grandview Research, the annual concrete reinforcement market in the U.S. is estimated to be approximately $9.4 billion. This industry very established and resistant to change; however the reinforcement of concrete using traditional steel products and methods have proven to be problematic. Almost every concrete building and foundation in the world was originally built using steel reinforcement. Steel is a long-time proven product for this use, but it has an inherent problem: it corrodes (rusts) due to naturally occurring phenomenon. Every steel reinforcing bar (or rebar) ever used is in some form of degradation due to corrosion. This corrosion causes the concrete to de-bond, crack and ultimately fail: the process is called Spalling. This corrosion problem has been recognized by the governing bodies to the point that they have written into code a definition of the acceptable amount of corrosion on steel rebar prior to its use. Regardless, the bar continues to rust and ultimately this leads to necessary maintenance, repair and eventual replacement over its lifetime. Addressing this problem is our key focus and the definitive basis for its future success all of our products are corrosion proof. In addition, we believe our disruptive alternative to steel reinforcement also offers greater strengths, giving the end-user alternatives for concrete reinforcing elements that will never require maintenance or replacement for as much as 100 years or more. Our customer base is a mix between the design-build community and government agencies who can specify our products, and wholesalers (distributors), contractors and concrete producers who will use, and sell our products. Suppler Agreement with CPPB In December 2021, we entered into the Supplier Agreement with CPPB, who as a result became a significant customer. Under the terms of the Supplier Agreement, until December 31, 2022, we will sell products to CPPB at an agreed upon discounted price to the price of steel reinforcing bar (such price for steel rebar being first obtained by CPPB via a competitive third party quote). We have agreed to this special pricing to afford CPPB the opportunity, for a one-year period, to incorporate our BFRP products into CPPB s concrete products, and to offer these combined (and we believe improved) products to construction projects at prices competitive to prevailing steel reinforcing bar. We believe this collaborative approach with CPPB will result in both an acceleration of the process to gain regulatory and other required approvals by applicable third parties (including government agencies) for inclusion in construction projects, as well as an acceleration of market recognition of our products. Commencing January 1, 2023, we will sell our products to CPPB in accordance with an agreed upon fee schedule based upon our prevailing prices for the products. Such pricing may be amended from time to time with the mutual prior consent of the parties. 40 Under the terms of the Supplier Agreement, we are responsible for the engineering conversion calculations required to modify CPPB s product designs from using steel rebar to using BasaFlexTM BFRP reinforcement. This will be accomplished through the use of our BasaProTM proprietary software, with a required review by a Florida licensed professional engineer. CPPB is responsible, among other matters, for taking all necessary steps to obtain product clearance, validation, importation authorization and any product approvals, regulatory licenses, or other approvals, permits or material authorizations as may be required by any governmental agency or authority with respect to the importation, marketing, distribution, sale and use of its concrete products incorporating our products. We believe that the combined efforts of our company and CPPB will also accelerate the qualification of our products for government and other contracts and help gain the acceptance of our products for these contracts. The Supplier Agreement also contains other customary terms and conditions, including with respect to the making of product orders, packaging and delivery, product warranties, product returns, intellectual property, confidentiality, limitations on liability, indemnification, non-solicitation of employees, insurance and representations and warranties of the parties. The Supplier Agreement has a term of five (5) years, and thereafter the term shall automatically renew for successive one (1) year terms unless terminated by the parties prior to the end of the initial term or any renewal term. The Supplier Agreement may be terminated (i) by the mutual agreement of the parties, (ii) upon breach of the Supplier Agreement (with a notice period and an opportunity to cure) and (iii) upon the bankruptcy and insolvency of a party. Competition The competitive landscape for concrete reinforcement is intense and can generally be divided into two categories: steel reinforcement, the incumbent since its beginnings in the nineteenth century, and alternative fiber reinforced polymer (FRP) reinforcement, which is gaining traction globally but remains a fairly new concept in the U.S. There is reinforcement of some type in most every cubic yard of concrete that is poured, and steel rebar producers are present in every major U.S. city. In contrast, there are only a handful of FRP manufacturers, and these can be segmented into 3 major types of FRPs used in construction rebar: carbon, fiberglass and basalt. We believe basalt FRP has a wider application temperature range, higher oxidation resistance, higher radiation resistance, higher compression strength and higher shear strength than its previously noted contemporaries. We believe it also represents the best value proposition. We believe our major competitors in the BFRP space specifically include, Neuvokas, Kodiak, Armastek, Galen, Sudaglass and several manufacturers based in China. Other, non-basalt FRP competitors include Owens Corning/Mateen, Liberty, American Fiberglass Rebar, Tuf-Bar, Pulltrall and Pultron. As noted, FRP is relatively new in the U.S., and thus we also compete with major international providers of traditional steel rebar. Given the early stage of our company, we believe all of our competitors are larger, more established, and more financially stable than our company. Sources of Raw Materials The sourcing of our raw materials is a primary focus for our management. It is incumbent upon us to pre-plan our requirements prior to, and in conjunction with, our actual growth and developing an understanding of manufacturing lead-times and other obstacles that may restrain the flow of our established supply chain. Our current suppliers are aware of our aggressive plans for growth and are committed to helping us achieve those plans by adding capacity and developing/expanding long term agreements, with commitments for growth. Our principal suppliers for basalt continuous fiber roving (which is a key component of BasaFlex) are Mafic, BWF/Kamenny Vek and SRCS, Inc. Our principal suppliers for resin matrix ingredient are Aalchem, Phlex-Tek, Lindau Chemical and Cabot Labs. 41 Sales and Marketing We primarily utilize third party distribution partners (such as USS) to market and sell our products, with a small amount of direct marketing business that isn t typically covered by distribution arrangements (such as one-off technology-driven segments on the construction industry such as ultra-high-performance concrete, engineered cementitious composite concrete or geopolymer concrete). We also can generate sales through private label arrangements for larger company as well as export sales. As part of our distribution-focused marketing efforts, we focus on design-build companies, engineering, and architectural firms, as well as military, federal, state and local government agencies in an effort to drive material acceptance and specification approvals. We have secured multiple independent representatives and distributors to date, as detailed in the graphic below, with plans to enter into arrangements to secure additional geographic coverage. We ve also contracted with other representation to bring our products and message to other parts of the world. Distribution Agreement with USS In December 2021, we entered into the Distribution Agreement with USS. Under the terms of the Distribution Agreement, we are responsible to provide engineering conversion calculations when required by USS for targeted construction projects. The conversion calculations support the use of BasaFlex BFRP rebar reinforcement, both in new designs or to replace steel reinforcement in existing designs. This engineering work will also be accomplished through the use of the BasaPro proprietary software, with a required review by a Florida licensed professional engineer. USS is responsible for, among other matters, obtaining any required import or export licenses necessary for us to ship our products, including certificates of origin, manufacturer's affidavits, and a U.S. Federal Communications Commission's identifier, if applicable and any other licenses required under US or foreign law. The Distribution Agreement has a term of five (5) years, and thereafter the term shall automatically renew for successive one (1) year terms unless terminated by the parties prior to the end of the initial term or any renewal term. The Distribution Agreement may be terminated (i) by the mutual agreement of the parties, (ii) upon breach of the Distribution Agreement (with a notice period and an opportunity to cure) and (iii) upon the bankruptcy and insolvency of a party. The Distribution Agreement also contains other customary terms and conditions, including with respect to registration of USS customers, packaging, shipping, Product warranties, Product returns, insurance requirements, intellectual property, confidentiality, limitations on liability, indemnification, non-solicitation of employees, and representations and warranties of the parties. Intellectual Property Currently, we have a patent pending application with the USPTO for BasaFlex, and plan to augment our intellectual property portfolio with other novel products, processes, and equipment. Additionally, we have secured registered trademarks on our company name as well as our key product names, including BasaFlex ; BasaMix ; BasaMesh and BasaWrap , with the near-term intent to secure BasaPro, BasaMax and BasaLinks. These trade names represent our BFRP Rebar, Basalt Chopped Fiber, BFRP Geogrid Mesh, Basalt Reinforcing Wrap Kit, Software Program, Proprietary Pultrusion Equipment and Configured BFRP Shapes respectively. Government Regulation Basalt fiber reinforced polymer rebar is subject to various testing and certifications from various private and public entities, such as the Department of Transportation and the US Army Corps of Engineers, in order to satisfy regulatory requirements for use as concrete reinforcement. The American Concrete Institute (ACI), (formerly the American Society for Testing and Materials) and International Code Council (ICC) have very specific testing regimen for FRP materials and strict guidelines regarding the acceptance criteria and certification process. It includes not only the products themselves, but the facility, the manufacturing equipment, and the quality control measures used in process as part of the overall approval. The testing protocols are very expensive and run approximately $30,000 per bar size for the full required testing protocols. However, once the products have met all the federal, state and local building code requirements, doors will open for myriad other applications and opportunities. There is no guarantee, however, that we will be able to secure such approvals and certifications in the future. Furthermore, we are dependent on third party independent groups, such as university laboratories and other certifying bodies, to obtain approvals and certifications. Inability to secure approvals and certifications could materially harm our ability to generate revenue. 42 In addition, our operations are subject to stringent and complex federal, state and local laws and regulations governing the environmental, health and safety aspects of our operations or otherwise relating to environmental protection. These laws and regulations may impose numerous obligations on our operations, including (i) the acquisition of a permit or other approval before conducting regulated activities: (ii) restriction of the types, quantities and concentration of materials that can be released into the environment; (iii) the application of specific health and safety criteria addressing worker protection; and (iv) the imposition of substantial liabilities for pollution resulting from our operations. Also, our business plan will be driven in material part by our ability to enter into contracts funded by federal, state, and local governmental agencies. Our contracts with these governmental agencies would generally be subject to specific procurement regulations, contract provisions and a variety of socioeconomic requirements relating to their formation, administration, performance, and accounting and often include express or implied certifications of compliance. Employees and Consultants Our employees are essential to our purpose to create an innovative, sustainable, productive, and extended future; our values teamwork and innovation; and our strategy and execution. A truly innovative workforce needs to be diverse and leverage the skills and perspectives of various backgrounds and experiences. In attracting a diverse workforce, we stress the teamwork approach as well as the life work balance philosophy. Our workforce is highly technical, with the substantial majority of our employees working in engineering, technical and financial roles. During the year 2020, we increased our workforce by 155%. As of November 30, 2021, we had twenty-three full time employees, all of which are employed for the continuing operations. None of our employees are represented by a labor union, nor governed by any collective bargaining agreements. We consider relations with our labor force as satisfactory. As of November 30, 2021, our employees had the following gender demographics: Women Men All employees 25% 75% Engineers 0% 100% Finance 67% 33% Manufacturing 0% 100% People Managers 20% 80% Individual Contributors 50% 50% As of November 30, 2021, the race and ethnicity demographics of employees are as follows: All Employees Engineers Finance Manufacturing People Managers Individual Contributors Black / African American 49% 70.0% 33.3% Hispanic/Latino 25% 100% 67% 20.0% 50% White 25% __ 33% 0% 50% 66.7% Multi-Racial 1% 10.0% Corporate Information We were originally incorporated under the name Nevada Processing Solutions Inc. in Nevada in May 2006. We subsequently changed our name to twice, first to MMax Media Inc. and then to PayMeOn, Inc. , in each case to reflect the businesses our company conducted at that time. In 2017, we changed our business again to the current business of manufacturing basalt fiber rebar products, and in December 2018, we changed our name to Basanite, Inc. to reflect our current business. Our principal executive and operations facility is located at 2041 NW 15th Avenue, Pompano Beach, Florida 33069, and our telephone number is (954) 532-4653. 43 MANAGEMENT Set forth below is information regarding our current directors and executive officers as of the date of this prospectus: Name Age Title Simon R. Kay 59 Interim Acting Chief Executive Officer and President; Acting Chief Financial Officer David L. Anderson 58 Executive Vice President and Chief Operations Officer Michael V. Barbera 67 Chairman of the Board of Directors Ronald J. LoRicco, Sr. 57 Director Paul M. Sallarulo 64 Director Adam Falkoff 53 Director Manuel A. Rodriguez 59 Director Frederick H. Tingberg, Jr. 63 Director There are no family relationships between any of our directors or executive officers. Simon R. Kay has served as the interim acting Chief Executive Officer and President since March 2020. He also has served as our Acting Chief Financial Officer since March 2020. Mr. Kay has an extensive record of achievement directing business, sales, new product development, and operations management with the aerospace sector. His previous experience included roles as COO of Aerospace Technologies Group from 2002 to 2006 and President and CEO from January 2007 to March 2019. Mr. Kay has also worked for divisions of Fortune 500 Companies in both operations management and sales and marketing roles. From 1996 to 1998 he worked in operations management and sales for Gulfstream Aerospace (a division of General Dynamics) and from 1993 to 1995 he worked in a sales and marketing role for Raytheon Aircraft. Mr. Kay received his Masters of Business Administration from Georgetown University in 1990 and his Bachelor of Science in Professional Aeronautics, with a focus in Aviation Business Administration) from Embry-Riddle Aeronautical University in 1988. David L. Anderson has served as the Executive Vice President and Chief Operations Officer since May 2019. Prior to his service in these positions, Mr. Anderson served as the Interim Acting CEO and Principal Financial Officer of our company from August 2018 to May 2019; where he founded and developed our operating subsidiary. Prior to this, from 1988 to 1992, Mr. Anderson was the National Sales Manager for ESI, a bulk and liquid level instrumentation company, where he built and trained sales and distribution networks serving the industrial tank industry. Additionally, Mr. Anderson served as the Vice President at Fabpro Oriented Polymers, a division of Polymer Group, Inc. (PGI) for 16 years from 1998 to 2013, where he provided leadership and oversight in operations, engineering, and sales, before the company was sold to a private equity group in which Anderson was instrumental in the sales process. During his tenure at Fabpro, Anderson drove sustainable year over year growth and guided it to become the largest producer of synthetic fibers for reinforcement in North America, as well as all divisions holding the first or second market share position in North America. Since 2013, Mr. Anderson has served as a consultant to several manufacturing companies, including time Fabpro for the better part of a year in 2014. Others consulting engagements Monahan Filaments, Bergkamp, Inc., EY Technologies and Durable Products Group, a research and development company focused on fibrous materials in concrete. Mr. Anderson attended Emporia State University and Wichita State University s School of Business from 1981 to 1984. Michael V. Barbera has served as our Chairman of the Board since January 2020 and having served as a member of the Board of Directors since February 2019. Mr. Barbera has served as the Chief Executive Officer of Analytical Maintenance Services, Inc. ( AMS ) located in Boca Raton, Florida since 1998. AMS, a privately held company, provides analytical instrument services, instrumentation, comprehensive training courses and general application support to both the chemical and pharmaceutical industries. Mr. Barbera received a Bachelor of Science in Electronic Engineering in 1977 from the Florida Keys Community College and a Bachelor of Professional Studies in Science from Barry University in 1990. Mr. Barbera also served in the United States Navy from 1972 through 1978, where he specialized in Aviation Electronics. 44 Ronald J. LoRicco, Sr. has served as a member of our Board of Directors since June 2017. Mr. LoRicco is an attorney practicing in the areas of civil litigation, insurance defense, criminal law, estate planning and administration and workers' compensation. He is also admitted to practice in Florida and United States District Court for the District of Connecticut. Mr. LoRicco is a member of the American, Connecticut, and New Haven Bar Associations, American Trial Lawyers Association and Connecticut Trial Lawyers Association. He attended Fairfield University where he received a Bachelor of Arts degree in 1986. He received a Juris Doctor degree from Quinnipiac College School of Law, formerly known as the University of Bridgeport School of Law, in 1989. Paul M. Sallarulo has served as a member of our Board of Directors since April 2017. He served as Chairman of the Board, President and CEO of Nexera Medical Inc. from July 2006 through 2015. Previously, Mr. Sallarulo had an extensive financial career in capital markets and investment banking in senior positions with Wachovia Securities, where he was the Senior Vice President from July 2003 through June 2006 and Prudential Securities, where he served as Senior Vice President from October 2001 through July 2003. Additionally, Mr. Sallarulo served as Vice President at Meridian Capital Markets from February 1991 to August 1996. Mr. Sallarulo was appointed Commissioner of the North Broward Hospital District by Florida Governor Jeb Bush for two four-year terms beginning in January of 1999. While there, he oversaw four major hospitals, thirty-eight clinics, six thousand professionals, and a budget in excess of $2 billion, and served as Chairman of the Legal Review Committee from 2002 to 2005, Joint Conference Committee from 2004 to 2006, Broward Health Foundation from 2002 through 2004, Community Relations Committee for Broward General Hospital from 2002 to 2004, and Community Relations Committee for Imperial Point Medical Center from 2005 to 2006, respectively. Mr. Sallarulo served on the Board of Directors of Foss Manufacturing, LLC Company, Board of Trustees of Nova Southeastern University, Chairman of the Board of Governors of Nova Southeastern University - Wayne Huizenga School of Business, President of the International Alumni Association of NSU, Nova Southeastern University College of Dental Medicine Advisory Board, and was inducted as the first Honorary member into Sigma Beta Delta Society International Honor Society in Business, Management and Administration. Mr. Sallarulo also served as a member of the Planning and Zoning Board of Fort Lauderdale, Broward County Personal Advisory Board Fort Lauderdale, the Fort Lauderdale Marine Advisory Board, and the Economic Development Advisory Board. Mr. Sallarulo was Co-Founder of Broward Bank of Commerce and served on the Board of Directors. Mr. Sallarulo assisted in the sale of Broward Financial Holdings, the parent company of Broward Bank of Commerce, to Home BancShares, parent company of Centennial Bank in 2014. Mr. Sallarulo currently serves on the Regional Board of Directors of Centennial Bank and serves on the Loan Committee, and Strategic Planning Committee. Mr. Sallarulo received his M.B.A from Nova Southeastern University in 1984. Previous to that, Mr. Sallarulo attended Bernard Baruch College from 1978 to 1981 where he obtained his Bachelors in Business Administration, and attended SUNY Adirondack between 1975 and 1977 where he obtained his Associate of Applied Science degree. Adam Falkoff has served as a member of the Board of Directors since September 2020. Mr. Falkoff has over 20 years of experience in public policy, international relations, and business development. He has advised CEOs of the Fortune 100, Presidents, Prime Ministers, Cabinet Ministers and Ambassadors. Since 2000, Mr. Falkoff has served as the President of CapitalKeys, a bipartisan global public policy and strategic consulting firm based in Washington D.C. His expertise is to successfully help clientele understand, anticipate, and navigate the complex public policy environment as well as strategies for business development driving client revenues. Earlier in his career he served as professional staff in the United States Senate. Mr. Falkoff was a 2018 recipient of the Ellis Island Medal of Honor for service to the United States of America and named in the Power 100 of Washington, D.C. by Washington Life Magazine. Mr. Falkoff has been an invited guest speaker, panelist, and moderator on a wide range of public policy and business development related topics in several industries. He has appeared in The Wall Street Journal, The Palm Beach Post, Politico, Roll Call, The Hill, The Washington Diplomat, Jack O'Dwyer's Newsletter, Capitol File, Washington Life, National Journal, Technology Law Journal, Greenwire, Appliance Magazine, and The Opportunist Magazine. Mr. Falkoff received a B.A. from Duke University and both an M.B.A. and M.I.M. (Master of International Management) from the Thunderbird School of Global Management on an academic scholarship in 1992. Mr. Falkoff also holds a Certificate in International Law from the University of Salzburg, Institute on International Legal Studies. 45 Manuel A. Rodriguez, 59, has served as a member of the Board of Directors since December 2021. Since 2004, Mr. Rodriguez as served as a Vice President of Concrete Products of the Palm Beaches, Inc. and the President of each of U.S. Supplies, Inc. and U.S. Construction Supply, Inc. In these capacities, Mr. Rodriguez leads these companies in all of their principal activities, including concrete product manufacturing and distribution both nationally and internationally, as well as environmental engineering services. Since 2003, he has also served as a Vice President of Beton Brunet, an infrastructure products and services company, where he overseas Southeastern United States operations. Earlier in his career, Mr. Rodriguez held several positions in the construction industry, including as a General Manager of Tri-County Concrete (1992 to 2003), Master Electrician with Stallion Electric (1989 to 1992) and a Geologist with Star Petroleum (1986 to 1989). Mr. Rodriguez is a certified master electrician in the State of Florida and is associated with several construction and concrete industry trade groups. He earned his B.S. degree in Geology from the University of Florida. Frederick H. Tingberg, Jr., 63, has served as a member of the Board of Directors since December 2021. Mr. Tingberg is a construction industry executive with extensive experience in leading construction and rehabilitation projects. Since 2020, Mr. Tingberg has served as the Chief Executive Officer of his own construction industry consulting company, Technicon Consulting Group, and since 1993, he has served both in two capacities with Lanzo Corporation, an infrastructure construction company, first as Business Development Manager and since 2018 as Chief Operating Officer. At Lanzo, Mr. Tingberg oversaw underground infrastructure construction project operations leading 160 total staff in completing over 20 projects annually. His responsibilities included overseeing safety, environmental compliance, proposals, hard dollar bonded bidding, material selection, purchasing, financial controls, budgeting, and contracts with strategic partners. From 1984 to 1993, he served as Regional Pipe & Supply Area Manager for SEMSCO, a division of Clayton Group. Mr. Tingberg holds several state general contractor licenses and he received a B.S. degree in Materials Engineering from Rensselaer Polytechnic Institute. December 2021 Appointments of Manuel A. Rodriguez and Frederick H. Tingberg, Jr. as members of the Board In connection with the transactions contemplated by the Distributor Agreement and the Supplier Agreement, our Board of Directors has appointed Manuel A. Rodriguez and Frederick H. Tingberg, Jr. as members of our Board of Directors. Mr. Rodriguez is an affiliate of and controls each of USS and CPPB, and Mr. Tingberg (who provides consulting services to CPPB) was recommended for appointment to our board by Mr. Rodriguez. We believe that each of Messrs. Rodriguez and Tingberg are qualified to serve on our Board of Directors due to their respective extensive experiences and contacts within the domestic and international construction industry. The appointments of Messrs. Rodriguez and Tingberg were made pursuant to the terms of a director offer letter. Pursuant to the director offer letter, each of Messrs. Rodriguez and Tingberg shall serve as directors of our company until the earlier of their respective death, disability, removal from office or resignation. The positions of Messrs. Rodriguez and Tingberg on our Board of Directors shall be up for re-nomination and re-election each year at our annual shareholder s meeting in accordance with our amended and restated bylaws. The director offer letter provides that each of Messrs. Rodriguez and Tingberg shall receive a compensation package with a value of $80,000 per year (or the Compensation Amount). Unless our Board of Directors or the compensation committee thereof shall approve otherwise, until such time as we are cash-flow positive for four (4) consecutive quarters (as indicated in our publicly-filed financial statements), the Compensation Amount shall be paid solely in the form of shares of our common stock, options to purchase common stock, and/or restricted share units of common stock (which we refer to collectively as Company Equity), in each case as determined by the Board or the compensation committee thereof. Such Company Equity compensation shall be issued annually and will be subject to a one-year vesting period. After we cash flow positive for four (4) consecutive quarters, the Compensation Amount shall be paid in a mix of cash and Company Equity, it being currently contemplated that the cash portion will be $45,000 and the Company Equity portion will be $35,000. The Director Offer Letter also contains customary terms relating to confidentiality, directors and officers insurance, and limitations on service to other companies that are directly competitive with the Company. 46 Involvement in Certain Legal Proceedings From time to time, we may be involved in various legal proceedings and claims arising in the ordinary course of business. Management believes that the dispositions of these matters, individually or in the aggregate, are not expected to have a material adverse effect on our financial condition. However, depending on the amount and timing of such disposition, an unfavorable resolution of some or all of these matters could materially affect the future results of operations or cash flows in a particular year. Board Committees and Director Independence Director Independence Of our current directors, we have determined that Adam Falkoff, Ronald. J. LoRicco, Sr., and Paul M. Sallarulo are independent as defined by applicable rules and regulations. Board Committees Our Board of Directors has established three standing committees Audit, Compensation and Nominating. None of these standing committees currently operate under a charter, but it is the intention of our Board of Directors to adopt such committee charters in the future. Audit Committee Our Board of Directors has an Audit Committee, composed of Ronaldo J. LoRicco, Sr. and Adam Falkoff, who are independent directors as defined in accordance with section Rule 10A-3 of the Exchange Act and the rules of the NASDAQ Stock Market. Mr. LoRicco, Sr. serves as chairman of the committee. Our Board of Directors has not yet determined which member of the Audit Committee is an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Our Audit Committee oversees our corporate accounting, financial reporting practices and the audits of our financial statements. The Audit Committee is also responsible for the appointment, termination and oversight of our independent auditors, and also undertakes such responsibilities customarily associated with audit committees of publicly traded companies. Compensation Committee Our Board of Directors also has a Compensation Committee, which reviews or recommends the compensation arrangements for our officers and employees and also assists the Board of Directors in reviewing and approving matters such as company benefit and insurance plans, including monitoring the performance thereof. The Compensation Committee also undertakes such responsibilities customarily associated with compensation committees of publicly traded companies. The Compensation Committee is composed of Adam Falkoff, Ronald. J. LoRicco, Sr. and Paul M. Sallarulo, who are who are independent directors as defined in accordance with section Rule 10A-3 of the Exchange Act and the rules of the NASDAQ Stock Market. At present, this committee does not have a chairman. Nominating Committee Our Board of Directors has a Nominating Committee composed of Paul M. Sallarulo, Ronald J. LoRicco, Sr., and Adam Falkoff, who are who are independent directors as defined in accordance with section Rule 10A-3 of the Exchange Act and the rules of the NASDAQ Stock Market. Mr. Sallarulo serves as the chairman of the committee. The Nominating Committee is charged with proposing potential director nominees to the Board of Directors for consideration also undertakes such responsibilities customarily associated with nominating committees of publicly traded companies. The Nominating Committee will consider director nominees recommended by security holders. 47 Code of Ethics Our Board of Directors has adopted a Code of Ethics that applies to all of our employees, including our officers. The Code of Ethics also applies to our directors. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations, including insider trading, corporate opportunities and whistle-blowing or the prompt reporting of illegal or unethical behavior. A request for a copy can be made in writing to us at 2041 N.W. 15th Avenue, Pompano Beach, FL 33069, Attention: Mr. Michael V. Barbera, Chairman. Executive Compensation and Summary Compensation Table The following table lists specified compensation we paid or accrued during each of the fiscal years ended December 31, 2020, and 2019 to the Chief Executive Officer and our two other most highly compensated executive officers, collectively referred to as the named executive officers, in 2019: For definitional purposes, these individuals are sometimes referred to as the named executive officers . Name Years Salary ($) Warrant Awards ($) Option Awards ($) Other Compensation ($) Total ($) Simon Kay (1) 2020 $ $ $ $ 261,856 $ 261,856 Interim Acting Chief Executive Officer 2019 $ $ $ $ $ David Anderson (4) 2020 $ 190,000 $ $ $ 15,000 $ 205,000 Chief Operating Officer 2019 $ 149,483 $ $ $ $ 149,483 Isabella Barbera (2) 2020 $ 63,996 $ $ $ 63,929 $ 127,925 Former Chief Financial Officer 2019 $ 67,077 $ $ 516,900 $ $ 583,977 Richard Krolewski (3)(4)(5) 2020 $ $ $ $ $ Former Chief Executive Officer 2019 $ 139,019 $ 423,500 $ $ 15,000 $ 577,519 1 Served as a consultant and advisor to the Board effective January 13, 2020, later transitioning to Interim Acting Chief Executive Officer effective March 9, 2020. 2 Resigned effective July 6, 2020, later serving as a consultant to us as Financial Controller. 3 Terminated effective March 6, 2020. 4 Relocation reimbursement of $15,000 was received as per the employment contract. 5 Warrants were granted while serving as a consultant to us. Outstanding Equity Awards to Officers on December 31, 2020 On August 16, 2018, as part of his compensation package for his consulting agreement, David Anderson, prior to being employed as our Chief Operating Officer, received 2,500,000 five-year warrants at a strike price of $0.1235. These warrants remained outstanding on December 31, 2020. On March 4, 2019, as part of his compensation package for employment, Richard M. Krolewski, our former Chief Executive Officer, was granted immediate vesting in 5,000,000 warrants at a strike price of $0.1235 per share expiring in 5 years. In 2020, he sold 2,500,000 warrants in a private transaction. The private party later exercised one million warrants on January 21, 2021. 4,000,000 of these warrants remained outstanding at December 31, 2020. 48 On May 23, 2019, as part of her compensation package for employment, Isabella Barbera, our former Chief Financial Officer, was granted immediate vesting in 1,000,000 options at a strike price of $0.55 per share expiring in 10 years. These options remained outstanding on December 31, 2020. Outstanding Equity Awards to Directors on December 31, 2020 We do not have outstanding equity awards to our directors. Equity Incentive Plan Information We do not have a formal equity incentive plan at this time. 49 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Our Board of Directors recognizes that related person transactions present a heightened risk of conflicts of interest. The audit committee has the authority to review and approve all related party transactions involving our directors or executive officers. Under the policy, when management becomes aware of a related person transaction, management reports the transaction to the audit committee and requests approval or ratification of the transaction. Generally, the audit committee will approve only related party transactions that are on terms comparable to those that could be obtained in arm s length dealings with an unrelated third person. The audit committee will report to the full board all related person transactions presented to it. Except as disclosed below, we are currently not a party to any related party transaction, including transactions in which: (i) the amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two fiscal years, and (ii) a director, executive officer or holder of more than 5% of our common stock or any member of his or her immediate family had or will have a direct or indirect material interest. On April 2, 2021, we issued a promissory note with Paul Sallarulo, a member of our Board of Directors, in exchange for $150,000 bearing an interest rate of 18% per annum and payable in 1 year. The company also issued 1,500,000 common stock warrants at an exercise price of $0.20 per share expiring in 5 years. On April 2, 2021, we issued a promissory note with Michael V. Barbera, our Chairman of the Board, in exchange for $150,000 bearing an interest rate of 18% per annum and payable in 1 year. The company also issued 1,500,000 common stock warrants at an exercise price of $0.20 per share expiring in 5 years. On January 16, 2020, we entered into a demand note agreement with our Board Chairman, Michael V. Barbera, in the amount of $50,000. The note had a term of 6 months bearing an interest rate of 10% per annum. On January 16, 2020, we entered into a demand note agreement with an entity managed by Ronald J. LoRicco, Sr., a member of our Board of Directors, in the amount of $50,000. The note had a term of 6 months bearing an interest rate of 10% per annum. On April 13, 2020, the two demand notes payable entered on January 16, 2020 for $50,000 each from related parties was exchanged for convertible debt. The noteholders, Michael V. Barbera, our Board Chairman and an entity managed by Ronald J. LoRicco, Sr., a member of our Board of Directors, converted the promissory notes. Mr. Barbera converted the promissory note of $50,000 and accrued interest of $2,440 on June 26, 2020 in exchange for 397,269 restricted common shares and 397,269 five-year warrants with an exercise price of $0.396 per share. Mr. LoRicco converted the promissory note of $50,000 and accrued interest of $2,826 on July 21, 2020 in exchange for 400,195 restricted common shares and 400,195 five-year warrants with an exercise price of $0.396 per share. On June 26, 2020, an entity managed by Ronald J. LoRicco, Sr., a member of our board of directors, converted a promissory note of $150,000 and accrued interest of $3,542 in exchange for 1,163,201 restricted common shares and 1,163,201 five-year warrants with an exercise price of $0.396 per share. On July 8, 2020, we negotiated with an entity managed by Vincent L. Celentano, who was at the time a more than 5% beneficial stockholder of our company who held several demand notes payable to agree to settle the remaining principal balance of $191,965 and accrued interest of $15,729 for $150,000 of restricted common shares. The remaining balance of $57,694 was forgiven. The conversion price of $0.132 per share was agreed upon for 1,136,364 restricted common shares and an equal amount of five-year warrants with an exercise price of $0.396 per share. On July 21, 2020, noteholder Michael V. Barbera, our Chairman of the Board, converted a promissory note of $25,000 and accrued interest of $809 in exchange for 195,522 restricted common shares and 195,522 five-year warrants with an exercise price of $0.396 per share. 50 On August 3, 2020, we issued an unsecured convertible promissory note bearing an interest rate of 18% per annum and payable in six months to Michael V. Barbera, the Chairman of the Board, in exchange for $25,000. On August 3, 2020, we issued a secured convertible promissory note bearing an interest rate of 20% per annum and payable in six months to The Richard A. LoRicco Sr. and Lucille M. LoRicco Irrevocable Insurance Trust DTD 4/28/95, Louis Demaio as Trustee (the Trust ) and certain other accredited investors (together with the Trust, the Holders ) in exchange for $1,000,000. The Trust was the holder of $750,000 of the principal amount of this note. The Trust was created by the parents of Ronald J. LoRicco Sr. (a member of our Board of Directors) and is maintained by an independent trustee. Mr. LoRicco does not have voting or investment control of or power over the Trust but is an anticipated, partial beneficiary of the Trust. The Holders may convert the unpaid principal balance of the note into shares of restricted common stock at $0.275 per share. The note contains a negative covenant that requires us to obtain consent of the Agent (as defined below) prior to incurring any additional equity or debt investments and is secured by all of our assets. If we consummate an equity financing, revenue sharing transaction, joint venture, or other similar type transaction (including any combination and/or multiple transactions thereof) with total cash proceeds to us of not less than $3,000,000, the Agent, at its sole discretion and by providing written notice to us, may elect to extend the maturity date of the note by an additional six months. On February 12, 2021, we issued an amended and restated secured convertible promissory note to the Holders in exchange for $1,610,005 bearing an interest rate of 20% per annum and payable in three months. The original principal of $1,000,000 and accrued interest of $110,005 calculated as of the date of amendment and restatement along with an additional advance of $500,000 determined the principal amount of the new note. In consideration of the additional advance and the extension of the maturity date of the original note, we issued to the Holders, on a pro rata basis, 15,000,000 five-year common stock warrants with an exercise price of $0.20. As part of the amendment and restatement of the note, the Trust was named as the agent for the benefit of the Holders (the Agent ). On May 12, 2021, we extended the maturity of this note for a newly issued amended and restated secured convertible promissory note with a new principal balance of $1,689,746 bearing an interest rate of 20% per annum and fully payable in 9 months. The original principal of $1,610,005 and accrued interest of $79,742 calculated as of the date of amendment and restatement determined the principal amount of the new note. In consideration of the additional advance and the extension of the maturity date of the note, we issued to the Holders, on a pro rata basis, 7,500,000 5-year common stock warrants with an exercise price of $0.35. During the week of November 20, 2020, during the discounted warrant event whereby accredited investor could exercise their outstanding warrants at 50% of their stated exercise price, several related parties exercised their warrants at a discount. Paul Sallarulo, a member of our Board of Directors, exercised 2,000,000 warrants originally issued with an exercise price of $0.075 for $75,000 or $0.0375 a share. Michael V. Barbera, our Chairman of the Board, exercised 1,000,000 warrants originally issued with an exercise price of $0.075 for $37,500 or $0.0375 per share. An entity managed by Ronald J. LoRicco, Sr., a member of our Board of Directors, exercised 1,163,201 warrants originally issued with an exercise price of $0.396 for $230,314 or $0.198 per share. The entity also purchased 11,632 discounted restricted common shares at $0.20 per share for $2,326. On August 6, 2021, the Company issued a promissory note with an entity managed by Ronald J. LoRicco, Sr., a member of our Board of Directors, in exchange for $100,000 bearing an interest rate of 10% per annum. The maturity date for the promissory note is August 24, 2021. The note payable was paid in full on August 24, 2021. On December 10, 2021, we entered into a strategic partnership, comprised of two principal five year agreements: an Exclusive Supplier Agreement CPPB, and a Distribution Agreement with USS. CPPB and USS are related parties via the common control of Manuel A. Rodriguez (who was appointed to our Board of Directors in December 2021). See Business for further information on these agreements. 51 PRINCIPAL STOCKHOLDERS The following table lists information regarding the beneficial ownership of our equity securities as of the date of this prospectus by (1) each person whom we know to beneficially own more than 5% of the outstanding shares of our common stock, (2) each director, (3) each officer named in the summary compensation table below, and (4) all directors and executive officers as a group. Unless otherwise indicated, the address of each officer and director is 2041 NW 15th Avenue, Pompano Beach, Florida 33069. Number of Shares Beneficially Owned Percentage of Shares Outstanding (1) Named Executive Officers and Directors: Simon R. Kay David L. Anderson (2) 3,500,000 1.39% Michael V. Barbera (3) 12,753,214 5.04% Ronald J. LoRicco, Sr. (4) 60,915,912 22.85% Paul Sallarulo (5) 7,334,493 2.93% Adam Falkoff (6) 500,000 *% Manuel A. Rodriguez (7) 20,010,000 7.44 % Frederick H. Tingberg, Jr. 33,600 * % All executive officers and directors as a group (6 persons) 105,047,219 39.87% * Less than 1%. (1) Shares of common stock beneficially owned and the respective percentages of beneficial ownership of common stock assume the exercise of all options and other securities convertible into common stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of the date of this prospectus, except as otherwise noted. Shares issuable pursuant to the exercise of stock options and other securities convertible into common stock exercisable within 60 days are deemed outstanding and held by the holder of such options or other securities for computing the percentage of outstanding common stock beneficially owned by such person but are not deemed outstanding for computing the percentage of outstanding common stock beneficially owned by any other person. (2) Includes shares currently held by Mr. Anderson in addition to 2,500,000 shares of common stock issuable upon exercise of common stock purchase warrants exercisable at $0.1235 per share. (3) Includes shares currently held by Mr. Barbera and Analytical Maintenance Services, Inc. Profit Sharing Plan, where Mr. Barbera is the trustee. Includes 50,000 shares of common stock issuable upon exercise of common stock purchase warrant exercisable at $0.40 per share, 50,000 shares issuable upon exercise of common stock purchase warrant exercisable at $0.60 per share, 200,000 shares issuable upon exercise of common stock purchase warrant exercisable at $0.15 per share, 1,000,000 shares issuable upon exercise of common stock purchase warrant exercisable at $0.075 per share, 400,195 shares issuable upon exercise of common stock purchase warrant exercisable at $0.396 per share, and 195,522 shares issuable upon exercise of common stock purchase warrant exercisable at $0.396 per share. (4) Includes shares held by RVRM Holdings, Inc., First New Haven Mortgage Company, LLC and LoRi Co., which are controlled by our director, Ronald J. LoRicco, Sr. Includes 500,000 shares of common stock issuable upon exercise of common stock purchase option exercisable at $0.25 per share, and 397,269 shares issuable upon exercise of common stock purchase warrant exercisable at $0.396 per share. (5) Includes shares currently held by Mr. Sallarulo in addition to 250,000 shares of common stock issuable upon exercise of common stock purchase options exercisable at $0.25 per share. (6) Includes 500,000 shares of common stock issuable upon exercise of common stock purchase options held by Mr. Falkoff exercisable at $0.25 per share. (7) Includes 20,000,000 shares underlying the currently vested portion of the Strategic Partner Warrant which is held by U.S. Supplies, Inc., of which Mr. Rodriguez is an affiliate. Also includes 10,000 shares of common stock held by Mr. Rodriguez individually. 52 DESCRIPTION OF SECURITIES Common Stock As of this date of the prospectus, there are 248,840,144 shares of common stock outstanding. Currently, our articles of incorporation authorize us to issue and have outstanding one billion five million shares of capital stock, of which one billion is for common stock. There are currently no dividends paid on the common stock by us. We intend to retain any earnings for use in our business activities, so it is not expected that any dividends on our common stock will be declared and paid in the foreseeable future. The holders of common stock are entitled to one vote per share on all matters to be voted on by stockholders and are entitled to receive such dividends, if any, as may be declared from time to time by our Board of Directors from funds legally available therefore, subject to the dividend preferences of the preferred stock, if any. Upon our liquidation or dissolution, the holders of common stock are entitled to share ratably in all assets available for distribution after payment of liabilities and liquidation preferences of the preferred stock, if any. Holders of common stock have no preemptive rights, no cumulative voting rights and no rights to convert their common stock into any other securities. Any action taken by holders of common stock must be taken at an annual or special meeting or by written consent of the holders of not less than 10% of our capital stock entitled to vote on such action. Preferred Stock Our articles of incorporation allows for the issuance of 5,000,000 shares of preferred stock, but no preferred shares are currently outstanding. The unissued shares of preferred stock are blank check shares, meaning that the rights, preferences and privileges of such shares shall be as our Board of Directors may designate. Warrants As of the date of this prospectus, warrants to purchase 137,691,666 shares of our common stock are issued and outstanding (exclusive of the unvested portion of the Strategic Partner Warrant as described below). Below is a summary of the Warrant As and Warrant Bs issued in the August 2021 Private Placement (we refer to the Warrant As and Warrant Bs collectively as the Warrants). The 38,796,288 shares of our common stock underlying the Warrants are being registered for resale pursuant to the registration statement of which this prospectus forms a part. The Warrants are immediately exercisable, have a 5-year term and an exercise price of $0.33 per share (the Exercise Price). The Warrants contain customary stock-based (but not price-based) anti-dilution provisions, except that (i) if any subsequent uplisting and concurrent registered offering by us to the New York Stock Exchange, NYSE American or Nasdaq exchange (which we refer to the Re-IPO) is priced below the Exercise Price, then the Exercise Price shall reset on a one-time basis to the offering price of the Re-IPO and (ii) subject to certain exceptions, if prior to the consummation of a Re-IPO, we sell securities at a price less than the Exercise Price then in effect, or issue derivative securities with an exercise or conversion price below the Exercise Price then in effect, the Exercise Price shall be adjusted downward to equal such lesser sales or exercise or conversion price. The Warrant As and Warrant Bs are otherwise identical, except the Warrant Bs are subject to a call provision as follows: in the event that, at any time, the price of our publicly traded common stock is $1.00 or greater (as adjust for stock splits and the like) for five (5) consecutive trading days, we may provide five (5) trading days notice to the holders of Warrant B to call the Warrant Bs for a total price of $0.01 for the entire Warrant B. During such five trading days notice period, the holders of Warrant B shall be permitted to exercise their Warrant Bs at the Exercise Price. If the Warrant Bs are not so exercised, they will be deemed to be repurchased by us in full for $0.01. The Warrants also contain a most favored nation provision such that if we issue any subsequent warrants with rights that are more favorable than the rights contained in the Warrants, such rights shall attach to the Warrants. 53 Strategic Partner Warrant In connection with the transactions associated with the Supplier Agreement with CPPB and the Distribution Agreement with USS, we issued to USS a common stock purchase warrant (which we refer to as the Strategic Partner Warrant). The Strategic Partner Warrant affords USS and its assigns the right, for a five (5) year term, to purchase up to forty million (40,000,000) shares of our common stock (which we refer to as the Warrant Shares at an exercise price of $0.33 per Warrant Share. The right to purchase fifty percent (50%) (or 20,000,000) of the Warrant Shares shall vest immediately and the right to purchase the remaining fifty percent (50%) (or 20,0000,000) of the Warrant Shares shall only vest upon our the actual receipt of new investment into our company of not less than $5,000,000 from one or any combination of the following entities or individuals: (i) USS and its affiliates, (ii) CR Business Consultants, Inc. (any entity controlled by Raphael Salas) and its affiliates or (iii) any person or entity first introduced to us by any of the foregoing. The Strategic Partner Warrant contains a cashless exercise provision in the event that the Warrant Shares are not registered for resale under the Securities Act of 1933, as amended. The Strategic Partner Warrant also contains customary stock-based (but not price-based) anti-dilution provisions, except that (i) if any Re-IPO is priced below the exercise price, then the exercise price shall reset on a one-time basis to the offering price of the Re-IPO and (ii) subject to certain exceptions, if prior to the consummation of a Re-IPO, we sell securities at a price less than the exercise price then in effect, or issue derivative securities with an exercise or conversion price below the exercise price then in effect, the exercise price shall be adjusted downward to equal such lesser sales or exercise or conversion price. The Strategic Partner Warrant also contains a most favored nations provision such that if we issue any subsequent warrants with rights that are more favorable than the rights contained in the Strategic Partner Warrant, such rights shall attach to the Strategic Partner Warrant. Additional Securities Not Registered We have other securities presently outstanding, including (i) convertible notes which are presently convertible into an aggregate of 22,500,000 shares of our common stock at a weighted average conversion price of $0.25 and (ii) additional warrants to purchase an aggregate of 117,416,666 shares of our common stock with a weighted average exercise price of $0.28. Nevada Anti-Takeover Matters Certain provisions of our articles of incorporation, as amended, our amended and restated bylaws, and Nevada law may have the effect of delaying, deferring, or discouraging another person from acquiring control of our company. Nevada has enacted the following legislation that may deter or frustrate takeovers of Nevada corporations: Authorized but Unissued Common Stock Our authorized but unissued shares of common stock are available for future issuance without stockholder approval. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions, and employee benefit plans. The existence of authorized but unissued shares of common stock may enable our Board of Directors to issue shares of stock to persons friendly to existing management. Authorized but Unissued Preferred Stock Our authorized but unissued shares of preferred stock are available for future issuance without stockholder approval. Our board of directors, in its discretion, may set the rights, preferences, and privileges of the preferred stock. These rights, preferences, and privileges could afford the holders of such preferred stock with economic rights that are senior to the rights of our common stockholders and may include rights which could grant such holders the ability to block a change of control of our company or otherwise discourage third parties from considering an investment in or acquisition of our company. Stockholder Nominations Our amended and restated bylaws provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also specify requirements as to the form and content of a stockholder s notice. This could discourage third parties from seeking representation on our Board of Directors, which (if such representation was granted) in turn could lead to a change in policy towards mergers and acquisitions involving our company. Evaluation of Acquisition Proposals The Nevada Revised Statutes expressly permit our Board of Directors, when evaluating any proposed tender or exchange offer, any merger, consolidation or sale of substantially all of our assets, or any similar extraordinary transaction, to consider all relevant factors including, without limitation, the social, legal, and economic effects on our employees, customers, suppliers, and other relevant interest holders, and on the communities and geographical areas in which they operate. Our Board of Directors may also consider the amount of consideration being offered in relation to the then current market price of our outstanding shares of capital stock and our then current value in a freely negotiated transaction. 54 Control Share Acquisitions The Nevada Revised Statutes contain a control share acquisitions statute designed to afford stockholders of public corporations in Nevada protection against acquisitions in which a person, entity or group seeks to gain voting control. With enumerated exceptions, the statute provides that shares acquired within certain specific ranges will not possess voting rights in the election of directors unless the voting rights are approved by a majority vote of the public corporation s disinterested stockholders. Disinterested shares are shares other than those owned by the acquiring person or by a member of a group with respect to a control share acquisition, or by any officer of the corporation or any employee of the corporation who is also a director. The specific acquisition ranges that trigger the statute are acquisitions of shares possessing one-fifth or more but less than one-third of all voting power; acquisitions of shares possessing one-third or more but less than a majority of all voting power; or acquisitions of shares possessing a majority or more of all voting power. Under certain circumstances, the statute permits the acquiring person to call a special stockholders meeting for the purpose of considering the grant of voting rights to the holder of the control shares. The statute also enables a corporation to provide for the redemption of control shares with no voting rights under certain circumstances. Business Combinations The Nevada Revised Statutes contain a business combinations statute designed to afford stockholders of publicly traded Nevada corporations protection against combinations (as broadly defined in the statute) with a person, entity or group that acquires beneficial ownership of ten percent or more of the corporation s voting securities or that falls within the statute s definition of an interested stockholder in another manner, without prior approval of the board of directors or approval by stockholders who are not related to the interested stockholder. The statute imposes material restrictions on combinations with such person, entity or group within four years after it became an interested stockholder. 55 SELLING STOCKHOLDERS The shares of common stock being offered by the selling stockholders listed below were issued in the August 2021 Private Placement. Other than the relationships as purchasers under the SPAs (as defined below) and described herein, to our knowledge, no material relationships exist between any of the selling stockholders and us nor have any such material relationships existed within the past three years. As used herein, the term selling stockholders means the selling stockholders listed in the section of this prospectus captioned Selling Stockholders and such holders donees, pledgees, transferees, or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer. Summary of August 2021 Private Placement On August 17, 2021, we conducted the closing of a private placement offering to accredited investors of units at a price of $0.275 per unit, with each unit consisting of: (i) one (1) share of our common stock, (ii) a five-year, immediately exercisable warrant (which we refer to as Warrant A) to purchase one (1) share of common stock at an exercise price of $0.33 per share (which we refer to as the Exercise Price) and (iii) an additional five-year, immediately exercisable warrant to purchase one (1) share of common stock at the Exercise Price (which we refer to as Warrant B, which we refer collectively with Warrant A as the Warrants, with the shares of our common stock underlying the Warrants being referred to as the Warrant Shares). In connection with the closing of the August 2021 Private Placement, we entered into definitive securities purchase agreements (or the SPAs) with 19 accredited investors and issued an aggregate of 19,398,144 shares of common stock, Warrant As to purchase up to an aggregate of 19,398,144 shares of common stock, and Warrant Bs to purchase up to an aggregate of 19,398,144 shares of common stock (for an aggregate of 38,796,288 Warrant Shares), for aggregate gross proceeds of approximately $5,334,490. No actual units were issued in the August 2021 Private Placement. Aegis Capital Corp. acted as the placement agent in connection with the August 2021 Private Placement, for which Aegis received customary cash fees and expense reimbursements. We are utilizing net proceeds of the August 2021 Private Placement for expansion of our manufacturing capability, sales and marketing, satisfaction of certain indebtedness and general working capital purposes. The Warrants The Warrant As and Warrant Bs contain customary stock-based (but not price-based) anti-dilution provisions, except that (i) if any subsequent uplisting and concurrent registered offering by us to the New York Stock Exchange, NYSE American or Nasdaq exchange (which we refer to the Re-IPO) is priced below the Exercise Price, then the Exercise Price shall reset on a one-time basis to the offering price of the Re-IPO and (ii) subject to certain exceptions, if prior to the consummation of a Re-IPO, we sell securities at a price less than the Exercise Price then in effect, or issue derivative securities with an exercise or conversion price below the Exercise Price then in effect, the Exercise Price shall be adjusted downward to equal such lesser sales or exercise or conversion price. The Warrant As and Warrant Bs are otherwise identical, except the Warrant Bs are subject to a call provision as follows: in the event that, at any time, the price of our publicly traded common stock is $1.00 or greater (as adjust for stock splits and the like) for five (5) consecutive trading days, we may provide five (5) trading days notice to the holders of Warrant B to call the Warrant Bs for a total price of $0.01 for the entire Warrant B. During such five trading days notice period, the holders of Warrant B shall be permitted to exercise their Warrant Bs at the Exercise Price. If the Warrant Bs are not so exercised, they will be deemed to be repurchased by us in full for $0.01. The Warrants also contain a most favored nation provision such that if we issue any subsequent warrants with rights that are more favorable than the rights contained in the Warrants, such rights shall attach to the Warrants. 56 Registration Rights Pursuant to the SPAs, we have granted the investors in the August 2021 Private Placement registration rights which require us to file two (2) registration statements, as follows: 1. Resale Registration. We are required to file a Form S-1 registration statement (or equivalent) by October 1, 2021 (or Filing Date) to register the shares of common stock and the Warrant Shares issued in the August 2021 Private Placement for public resale (we refer to this registration as the Resale Registration). We have filed the registration statement of which this prospectus forms a part in order to satisfy such filing obligation, and the selling stockholders are the investors in the August 2021 Private Placement. We are required to use our commercially reasonable best efforts to cause the Resale Registration to be declared effective by December 15, 2021 (or the Resale Effective Date). If the Filing Date and/or the Resale Effective Date is not met, each investor in the August 2021 Private Placement will be entitled to receive cash liquidated damages penalty equal to 1% of the amount invested in the August 2021 Private Placement per month for the first 90 days following the Filing Date or Resale Effective Date (as the case may be), to be increased to 2% per month thereafter, in each case pro-rated for each 30-day period. Such damages to be capped at six months of penalties in the aggregate. 2. Uplist Registration Statement. The Company shall file a second Form S-1 registration statement (or equivalent) between the 61st day and 75th day of the Resale Registration statement being declared effective (we refer to this as the Re-IPO Filing Date) to effectuate the Re-IPO with an underwritten offering of at least $15,000,000 in gross proceeds. We are required to use our commercially reasonable best efforts to close the Re-IPO within 180 days of the date the Resale Registration is declared effective. If the Re-IPO Filing Date is not met, each investor in the August 2021 Private Placement will be entitled to receive a cash liquidated damages penalty equal to 1% of the amount invested in the August 2021 Private Placement, pro-rated for each 30-day period up to 90 days to be increased to 2% thereafter. Such damages to be capped at six months of penalties. No assurances can be given that we will be able to effectuate the Re-IPO on terms satisfactory to us or at all. Right of Participation Subject to customary exceptions, for thirty-six months after the closing of the August 2021 Private Placement, the investors in the August 2021 Private Placement shall have the right to purchase up to 30% of the securities offered by us in any subsequent offering upon the same terms as offered to all other offerees. The SPAs also contain customary representations, warranties, and agreements. In addition, subject to certain exceptions, we have granted to Aegis a consent right with respect to future financings of our company until August 17, 2022. Selling Stockholder Table The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The table below sets forth information as of the date of this prospectus, to our knowledge, about the beneficial ownership of our common stock by the selling stockholders both before and immediately after this offering. Because the selling stockholders may sell, transfer, or otherwise dispose of all, some, or none of their shares of common stock, we cannot determine the number of such shares that will be sold, transferred or otherwise disposed of by the selling stockholders, or the amount or percentage of shares of our common stock that will be held by the selling stockholders upon termination of any particular offering. See Plan of Distribution. For purposes of the table below, we assume that the selling stockholders will sell all of their shares of common stock. 57 Number of Shares of Common Stock Sum of Number of Shares of Common Stock Shares of Common Stock Beneficially Owned After Completion of the Offering (1) Name Beneficially Owned (1) Offered Hereby Sum of Number Sum of Percentage GS Capital Partners, LLC (2) 3,000,000 3,000,000 0 0% Neil J. Prete 1,090,908 1,090,908 0 0% Albert Carocci 1,090,908 1,090,908 0 0% Cavalry Fund I LP (3) 3,272,727 3,272,727 0 0% Brian Vaughn 1,090,908 1,090,908 0 0% Noel Roberts 2,999,889 2,999,889 0 0% Eric Depp 90,000 90,000 0 0% Orca Capital GmbH (4) 1,090,908 1,090,908 0 0% Rohit Bawa 3,000,000 3,000,000 0 0% David Cesario 4,400,000 3,000,000 1,400,000 * Michael A. Bozzuto 3,000,000 3,000,000 0 0% Fine Investments Properties, Inc. (5) 1,090,908 1,090,908 0 0% Frank O. Monti 3,416,667 750,000 2,666,667 1.07% Lincoln Park Capital Fund LLC (6) 10,909,092 10,909,092 0 0% Ionic Ventures, LLC (7) 10,909,092 10,909,092 0 0% Bigger Capital Fund, LP (8) 5,454,546 5,454,546 0 0% District 2 Capital Fund LP (9) 5,454,546 5,454,546 0 0% James V. Rosati 600,000 600,000 0 0% Anthony J. Martone Jr. 300,000 300,000 0 0% Total Selling Stockholders 62,261,099 58,194,432 4,066,667 1.40% * Less than 1%. (1) The number of shares of common stock owned prior to the offering in this column assumes the sale of all shares offered pursuant to this prospectus. Applicable percentages based on 248,520,598 shares of common stock outstanding as of this prospectus. (2) Gabriel Sayegh is the individual who has voting and dispositive power over the securities held by this selling stockholder. (3) Thomas Walsh is the individual who has voting and dispositive power over the securities held by this selling stockholder. (4) Thomas Koenig is the individual who has voting and dispositive power over the securities held by this selling stockholder. (5) Howard M. Fein is the individual who has voting and dispositive power over the securities held by this selling stockholder. (6) Joshua Scheinfeld and Jonathan Cope are the individuals who have voting and dispositive power over the securities held by this selling stockholder. (7) Brendan O'Neil and Keith Coulston are the individuals who have voting and dispositive power over the securities held by this selling stockholder. (8) Michael Bigger is the individual who has voting and dispositive power over the securities held by this selling stockholder. (9) Michael Bigger is the individual who has voting and dispositive power over the securities held by this selling stockholder. 58 PLAN OF DISTRIBUTION We are registering the shares of common stock to permit the resale of these shares of common stock by the holders thereof from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. As used herein, the term selling stockholders means the selling stockholders listed in the section of this prospectus captioned Selling Stockholders and such holders donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers, or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be affected in transactions, which may involve transactions: on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; on the over-the-counter market; undertaken otherwise than on these exchanges or systems or in the over the counter market; through the writing of options, whether such options are listed on an options exchange or otherwise; through ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; through crossing transactions via a broker-dealer; through block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; by purchases by a broker-dealer as principal and resale by the broker-dealer for its account; through an exchange distribution in accordance with the rules of the applicable exchange; through privately negotiated transactions; through short sales; through sales pursuant to Rule 144; under which broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; through a combination of any such methods of sale; and through any other method permitted pursuant to applicable law. 59 If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares. The selling stockholders may pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees, or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be underwriters within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part. The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the securities purchase agreement, including, without limitation, SEC filing fees and expenses of compliance with state securities or blue sky laws; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any. Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates. 60 LEGAL MATTERS Certain legal matters with respect to the shares of common stock offered hereby will be passed upon by Saltzman Mugan Dushoff, LLC. EXPERTS The consolidated financial statements of Basanite, Inc. as of December 31, 2020 and 2019, and for each of the years in the two-year period ended December 31, 2020, included in our Annual Report on Form 10K, have been incorporated by reference herein in reliance upon the report of Cherry Bekaert LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting in auditing. WHERE YOU CAN FIND MORE INFORMATION We have filed a registration statement on Form S-1 with the SEC with respect to our common stock offered by this prospectus. This prospectus does not contain all of the information set forth in the registration statement. You should refer to the registration statement and its exhibits for additional information. Whenever we make references in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the registration statement for the copies of the actual contract, agreement or other document. Our fiscal year ends on December 31. We are a reporting company and file annual, quarterly, and current reports, and other information with the SEC. Our SEC filings are available to the public on the SEC s Internet site at http://www.sec.gov. We maintain a website at www.basaniteindustries.com. Information contained in or accessible through our website is not and should not be considered a part of this prospectus and you should not rely on that information in deciding whether to invest in our common stock. 61 INDEX TO FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F-4 Consolidated Statements of Operations F-5 Consolidated Statements of Stockholders Deficit F-6 Consolidated Statements of Cash Flows F-7 Notes to Consolidated Financial Statements F-9 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Condensed Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020 F-28 Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months ended September 30, 2021 and 2020 F-29 Condensed Consolidated Statements of Stockholder s Deficit (Unaudited) for Nine Months ended September 30, 2021 and 2020 F-30 Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2021 and 2020 F-32 Notes to Condensed Consolidated Financial Statements (Unaudited) F-33 F-29 BASANITE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 (UNAUDITED) Additional Total Preferred Stock Common Stock Paid-in Accumulated Stockholders' Shares Par Value Shares Par Value Capital Deficit Equity (Deficit) Balance January 1, 2021 $ 224,836,785 $224,838 $28,714,488 $(29,643,387) $(704,061) Warrants exercised for cash 1,000,000 1,000 122,500 123,500 Stock-based compensation 600,000 600 173,400 174,000 Stock issued for cash 450,000 450 89,550 90,000 Warrants issued 3,686,123 3,686,123 Net loss (4,672,205) (4,672,205) Balance March 31, 2021 226,886,785 226,888 32,786,061 (34,315,592) (1,302,643) Stock issued for cash 735,669 735 241,041 241,776 Stock-based compensation 900,000 900 554,625 555,525 Warrants issued 3,362,091 3,362,091 Net loss (4,318,474) (4,318,474) Balance June 30, 2021 228,522,454 228,523 36,943,818 (38,634,066) (1,461,725) Stock issued for cash 19,398,144 19,399 4,703,487 4,722,886 Stock-based compensation 600,000 600 288,950 289,550 Net loss (1,672,285) (1,672,285) Balance September 30, 2021 $ 248,520,598 $248,522 $41,936,255 $(40,306,351) $1,878,426 The accompanying notes are an integral part of the condensed consolidated financial statements. F-30 BASANITE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 (UNAUDITED) Additional Total Preferred Stock Common Stock Paid-in Accumulated Stockholders' Shares Par Value Shares Par Value Capital Deficit Equity (Deficit) Balance January 1, 2020 $ 200,735,730 $200,736 $24,216,042 $(25,444,056) $(1,027,278) Net loss (561,305) (561,305) Balance March 31, 2020 200,735,730 200,736 24,216,042 (26,005,361) (1,588,583) Stock issued for cash 6,040,614 6,041 610,626 616,667 Return of shares issued as loan committee fee (1,300,000) (1,300) (128,700) (130,000) Conversion of convertible debt and debt discount 3,125,201 3,125 761,932 765,057 Net loss (781,417) (781,417) Balance June 30, 2020 208,601,545 208,602 25,459,900 (26,786,778) (1,118,276) Stock issued for cash 163,043 163 29,837 30,000 Warrants exercised for cash 500,000 500 37,000 37,500 Conversion of convertible debt and debt discount 5,138,557 5,139 1,147,784 1,152,923 Net loss (987,624) (987,624) Balance September 30, 2020 $ 214,403,145 $214,404 $26,674,521 $(27,774,402) $(885,477) The accompanying notes are an integral part of the condensed consolidated financial statements. F-31 BASANITE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021, AND 2020 (UNAUDITED) For the nine months ended September 30, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(10,662,964) $(2,330,346) Adjustments to reconcile net loss to net cash used in operating activities: Lease right-of-use asset amortization 187,464 160,856 Depreciation 96,355 85,875 Amortization of debt discount 674,202 Gain on settlement of legal contingency (438,649) (40,838) Gain on settlement payable (8,131) Loss on extinguishment of debt 6,743,015 62,934 Loan forgiveness (124,143) Stock-based compensation 1,019,075 78,590 Changes in operating assets and liabilities: Prepaid expenses (36,263) (14,499) Inventory (207,553) (46,173) Accounts receivable (34,056) Other current assets (9,004) 4,955 Accounts payable and accrued expenses (167,424) (174,174) Subscription liability (40,000) 90,000 Lease liability (197,008) (164,310) Net cash used in operating activities (3,879,286) (1,612,928) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of equipment (1,687,696) (115,956) Deposits on machinery and equipment (181,200) Net cash used in investing activities (1,868,896) (115,956) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sale of common stock 5,054,662 684,167 Proceeds from warrants exercised for cash 123,500 Repayment of convertible notes payable and convertible notes payable related party (35,000) (348,000) Proceeds from notes payable and notes payable related party 1,491,194 166,727 Proceeds from convertible notes payable and convertible notes payable related party 579,741 1,720,000 Repayment of notes payable and notes payable related party (417,193) (47,250) Net cash provided by financing activities 6,796,904 2,175,644 NET INCREASE IN CASH 1,048,722 446,760 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 259,505 129,152 CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,308,227 $575,912 Supplemental cash flow information: Cash paid for interest $ $34,747 Forgiveness of Paycheck Protection Program loan and accrued interest $124,143 $ Supplemental disclosure of non-cash investing and financing activities: Conversion of notes payable into common stock $1,487,386 $150,000 Return of loan commitment shares $ $(130,000) Issuance of warrants for services $143,595 $ Recording of debt discount on convertible notes $ $685,000 Conversion of convertible notes payable into common stock $ $961,373 Conversion of note payable in exchange for cash $300,000 $ The accompanying notes are an integral part of the condensed consolidated financial statements. F-32 BASANITE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN (A) Description of Business Basanite, Inc., a Nevada corporation (the Company , Basanite , we , us , our or similar terminology), through our wholly owned subsidiary, Basanite Industries, LLC, a Delaware limited liability company ( BI ), manufactures a range of green (environmentally friendly), sustainable, non-corrosive, lightweight, composite products used in concrete reinforcement by the construction industry. Our core product is BasaFlex , a basalt fiber reinforced polymer reinforcing bar ( rebar ) which we believe is a stronger, lighter, sustainable, non-conductive and corrosion-proof alternative to traditional steel. Our two other main product lines are BasaMix , which are fine denier basalt fibers available in various chopped sizes, and BasaMesh , a line of Basalt Geogrid Mesh Rolls, intended to replace welded wire mesh (made of steel) and other fiber reinforced polymer ( FRB ) grids and mesh. BasaMix is designed to help absorb the stresses associated with early-aged plastic shrinkage and settlement cracking in concrete, as well as providing an increased toughness for enhanced reinforcement in Slab-on-Grade ( SOG ) and precast elements. BasaMix also serves in a system approach for optimum performance of a concrete element when used in conjunction with our BasaFlex rebar. BasaMesh is designed for secondary and temperature shrinkage reinforcement. BasaMesh can also work in conjunction with the BasaFlex rebar or BasaMix for a total reinforcement program. Each of our products is specifically designed to extend the lifecycle of concrete products by eliminating concrete spalling. Spalling results from the steel reinforcing materials embedded within the concrete member rusting (contrary to popular belief, concrete is porous and water can permeate into concrete). Rusting leads to the steel expanding and eventually causing the surrounding concrete to delaminate, crack, or even break off, resulting in potential structural failure. We believe that each Basanite product addresses this important need along with other key requirements in today s construction market. We believe that the following attributes of BasaFlex provide it with a competitive advantage in the marketplace: BasaFlex never corrodes: steel reinforcement products rust, leading to spalling and significant repair costs down the road; BasaFlex is sustainable: BasaFlex is made from Basalt rock, the most abundant rock found on Earth s surface, and offers a longer product lifecycle than traditional steel (the lack of corrosion allows the life span of concrete products reinforced with BasaFlex to be significantly longer); BasaFlex is green : From mining, through production, to installation at the building site, BasaFlex has an exceptionally low carbon footprint when compared with that of steel; and BasaFlex has a lower in-place cost: the physical nature of our products relative to steel result in a lower net cost to the contractor once installed, such as: BasaFlex is one-quarter of the weight of equivalent sized steel, meaning 4 times the quantity of material can be delivered by the same truck (or container); all Basanite products can be loaded/unloaded and moved around the jobsite by hand no expensive handling equipment is needed; less concrete is required as BasaFlex does not require the extra concrete cover needed when using steel; and Basanite products are safer and easier to use. We believe all these factors materially reduce the net in-place cost of concrete reinforcement. F-33 BASANITE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN (CONTINUED) (B) Liquidity and Management Plans Since inception, the Company has incurred net operating losses and used cash in operations. As of September 30, 2021, and December 31, 2020, respectively, the Company reported: an accumulated deficit of $40,306,351 and $29,643,387; a working capital deficiency of $961,681 and $1,901,875; and cash used in operations of $3,879,286 and $2,799,499. Losses have principally occurred as a result of the substantial resources required for product research and development and for marketing of the Company s products; including the general and administrative expenses associated with the organization. While we have generated relatively little revenue to date, we continue to receive inquiries from a range of customers for our products, indicating what we believe is a significant level of market interest for BasaFlex . Based on our current limited manufacturing capacity there is no guarantee that orders will actually be received. We have historically satisfied our working capital requirements through the sale of restricted common stock and the issuance of warrants and promissory notes. Until we are able to internally generate meaningful revenue and positive cash flow, we will attempt to fund working capital requirements through third party financing, including through potential private or public offerings of our securities as well as bridge or other loan arrangements. However, a number of factors continue to hinder the Company s ability to attract new capital investment. We cannot provide any assurances that the required capital will be obtained at all, or that the terms of such required capital may be acceptable to us. If we are unable to obtain adequate financing, we may reduce our operating activities to reduce our cash use until sufficient funding is secured. If we are unable to secure funding when needed, our results of operations may suffer, and our business may fail. These conditions raise substantial doubt about the Company s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. At September 30, 2021, the Company had cash of $1,308,227 compared to $259,505 at December 31, 2020. During the quarter ended September 30, 2021, cash on hand was increased due to the closing of our private placement offering in August 2021 (see note 13). NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (A) Use of Estimates in Financial Statements The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Stock-based compensation and stock awards related to convertible debt instruments are recognized based on the fair value of the awards granted. The fair value of each award or conversion feature is typically estimated on the grant date using the Black-Scholes pricing model. The Black-Scholes pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of our common stock, risk-free interest rates and the expected dividend yield of our common stock. The assumptions used to determine the fair value of the stock awards represent management s best estimates. These estimates involve inherent uncertainties and the application of management s judgment. F-34 BASANITE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (B) Principles of Consolidation The condensed consolidated financial statements include the accounts of Basanite, Inc. and its wholly owned subsidiaries, Basanite Industries, LLC and Basalt America, LLC. All intercompany balances have been eliminated in consolidation. The Company s operations are conducted primarily through Basanite Industries, LLC. Basalt America, LLC is currently inactive. (C) Cash The Company considers all highly liquid temporary cash instruments with an original maturity of three months or less to be cash equivalents. The Company places its cash, cash equivalents and restricted cash on deposit with financial institutions in the United States, which are insured by the Federal Deposit Insurance Company ( FDIC ) up to $250,000. The Company s credit risk in the event of failure of these financial institutions is represented by the difference between the FDIC limit and the total amounts on deposit. Management monitors the financial institutions credit worthiness in conjunction with balances on deposit to minimize risk. The Company from time to time may have amounts on deposit in excess of the insured limits. (D) Inventories The Company s inventories consist of raw materials, work in process and finished goods, both purchased and manufactured. Inventories are stated at lower of cost or net realizable value. Cost is determined on the first-in, first-out basis. Raw materials inventory consists of basalt fiber and other necessary elements to produce the basalt rebar. On a quarterly basis, the Company analyzes its inventory levels and records allowances for inventory that has become obsolete and inventory that has a cost basis in excess of the expected net realizable value. The Company s inventory at September 30, 2021 and December 31, 2020 was comprised of: Schedule of Inventory September 30, 2021 December 31, 2020 (Unaudited) Finished goods $515,077 $305,550 Work in process 47,233 35,286 Raw materials 91,818 105,739 Total inventory $654,128 $446,575 (E) Fixed assets Fixed assets consist of the following: Schedule of Fixed Assets September 30, 2021 December 31, 2020 (Unaudited) Computer equipment $117,141 $15,780 Machinery 686,237 667,536 Leasehold improvements 163,882 161,579 Office furniture and equipment 71,292 71,292 Land improvements 7,270 7,270 Website development 2,500 2,500 Construction in process 1,800,281 234,950 2,848,603 1,160,907 Accumulated depreciation (237,227) (140,872) $2,611,376 $1,020,035 F-35 BASANITE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Depreciation expense for the three and nine months ended September 30, 2021 was $32,430 and $96,355, respectively, compared to $30,102 and $85,875 to the three and nine months ended September 30, 2020. (F) Deposits and other current assets The Company s deposits and other current assets consist of the deposits made on equipment, security deposits, utility deposits and other receivables. The deposits are reclassified as part of the fixed asset cost when received and placed into service. (G) Loss Per Share The basic loss per share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the period. The diluted loss per share is calculated by dividing the Company's net loss by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The following are potentially dilutive shares not included in the loss per share computation: Schedule of Dilutive Shares Not Included in Loss Per Share Computation September 30, 2021 December 31, 2020 (Unaudited) Options 4,727,778 4,542,500 Warrants 117,691,666 38,920,378 Convertible securities 182,403,859 112,233,406 Total 304,823,303 155,696,284 (H) Stock-Based Compensation The Company recognizes compensation costs to employees under Financial Accounting Standards Board ( FASB ) Accounting Standards Codification ( ASC ) Topic 718, Compensation Stock Compensation. Under FASB ASC Topic 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the grant. The Company entered into a consulting agreement with Bridgeview Capital on July 9, 2020, for strategic planning and financial markets services in exchange for shares of restricted common stock as compensation. The term of the agreement is for six months with the option for renewal quarterly. Upon execution of the agreement, 600,000 shares were due within 5 days of execution. The execution date fair value of the shares was $0.29 per share or $174,000. If the Company agrees to renew each quarter, an additional 350,000 shares are to be issued per quarter. On July 9, 2021, the Company agreed to renew another quarter and issued 350,000 restricted common shares per the agreement. The renewal date fair value of the shares was $0.35 per share or $122,500. The Company entered into a consulting agreement with Seth Shaw on October 13, 2020, for strategic planning and financial markets services in exchange for shares of restricted common stock. The term of the agreement is for six months with the option for renewal quarterly. Upon execution of the agreement, no shares were due to be issued. If the Company agrees to renew each quarter, 250,000 shares are to be issued per quarter. On July 9, 2021, the Company agreed to renew another quarter and issued 250,000 restricted common shares per the agreement. The renewal date fair value of the shares was $0.35 per share or $87,500. F-36 BASANITE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) The Company entered into a renewed consulting agreement with Frederick Berndt on September 3, 2021, for strategic planning and financial markets services in exchange for shares of restricted common stock and cash compensation of $12,500 per month. The term of the agreement is for twelve months with the option for renewal quarterly for a maximum of two years from the effective date of the agreement. Previously, The Company entered into a consulting agreement with Frederick Berndt on May 12, 2021 for capital markets advisory services in exchange for restricted warrants to purchase shares of common stock as compensation. The term of the agreement is for twelve months with the option for renewal for an additional six months as needed. If the Company agrees to renew every twelve months, 250,000 warrants are to be issued at that time. On May 12, 2021, the Company issued 250,000 restricted common share warrants per the agreement. The execution date fair value of the warrants was $0.256 per warrant or $64,045. Upon execution of the renewed agreement, 275,000 warrants were issued for the previous agreement s fulfillment. The execution date fair value of the warrants was $0.29 per warrant or $79,550. (I) Revenue Recognition We recognize revenue when control of the promised goods or services is transferred to The Company s customers in an amount that reflects the consideration we expected to be entitled to in exchange for those goods or services. The timing of revenue recognition largely is dependent on shipping terms. Revenue is recorded at the time of shipment for terms designated free on board ( FOB ) shipping point. For sales transactions designated FOB destination, revenue is recorded when the product is delivered to the customer s delivery site. All revenues recognized are net of trade allowances, cash discounts, and sales returns. Trade allowances are based on the estimated obligations. Adjustments to earnings resulting from revisions to estimates on discounts and returns have been immaterial for each of the reported periods. Shipping and handling amounts billed to a customer as part of a sales transaction are included in revenues, and the related costs are included in cost of goods sold. Shipping and handling is treated as a fulfillment activity, rather than a promised service, and therefore is not considered a separate performance obligation. NOTE 3 RECENT ACCOUNTING PRONOUNCEMENTS In August 2020, the FASB issued ASU No. 2020-06, Debt Debt with Conversion and other Options (Subtopic 70-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s instruments by removing major separation models required under current accounting principles generally accepted in the United States of America ( U.S. GAAP ). ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exceptions and also simplifies the diluted earnings per share calculation in certain areas. The standard is effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. The Company early adopted this standard on January 1, 2021. By no longer recording embedded conversion features separately from the convertible debt instrument, and instead as a single liability, the Company s financial statements reflect a more simplified view of convertible debt instruments and cash interest expense that is believed to be more relevant than an imputed interest expense that results from the separation of conversion features previously required by U.S. GAAP. The adoption of this standard had no material effect on the Company's condensed consolidated financial statements as of September 30, 2021. F-37 BASANITE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 4 OPERATING LEASE On January 18, 2019, the Company entered into an agreement to lease approximately 25,470 square feet of office and manufacturing space in Pompano Beach, Florida through March 2024. On March 25, 2019, the Company entered into an amendment to the agreement to increase the square footage of leased premises to 36,900 square feet, increasing the Company s base rent obligation to be approximately $33,825 per month for one year and nine months, and increasing annually at a rate of three percent for the remainder of the lease term. The right-of-use asset is composed of the sum of all remaining lease payments plus any initial direct costs and is amortized over the life of the expected lease term. For the expected term of the lease, the Company used the initial term of the five-year lease. If the Company does elect to exercise its option to extend the lease for another five years, which election will be treated as a lease modification and the lease will be reviewed for remeasurement. The future minimum lease payments to be made under the operating lease as of September 30, 2021, are as follows: Schedule of Maturity of Operating Lease Liability 2021 $ 104,520 2022 427,484 2023 440,308 2024 110,888 Total minimum lease payments 1,083,196 Discount (186,527 ) Operating lease liability $ 896,669 Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used the incremental borrowing rate based on the information available at the lease commencement date. As of September 30, 2020, the weighted-average remaining lease term is 3.5 years and the weighted-average discount rate used to determine the operating lease liability was 15.0%. For the three months ended September 30, 2021 and 2020, the Company expensed $107,117 and 106,920, respectively for rent. For the nine months ended September 30, 2021 and 2020, the Company expensed $321,153 and $322,103, respectively for rent. NOTE 5 NOTES PAYABLE CONVERTIBLE Convertible Notes payable, net of the related debt discounts, totaled $0 and $10,000 on September 30, 2021, and December 31, 2020, respectively. On August 3, 2020, the Company issued an unsecured convertible promissory note to an investor in exchange for $10,000 bearing an interest rate of 18% per annum and payable in 6 months. The note included provisions which allowed the holder to convert the unpaid principal balance of the note into restricted common stock, of the Company at the conversion rate equal to the per share cash price paid for the shares by any third-party investor(s) with total proceeds to the Company of not less than $500,000 provided, however, in no event shall the conversion price ever be less than $0.01 per share. On February 16, 2021, the $10,000 note was paid along with accrued interest in the amount of $1,007. Interest expense for the Company s convertible notes payable for the three and nine months ended September 30, 2021, was $0 and $161, respectively, compared to $184,182 and $460,787 to the three and nine months ended September 30, 2020. Accrued interest for the Company s convertible notes payable on September 30, 2021, and December 31, 2020 was $0 and $760, respectively, and is included in accrued expenses on the condensed consolidated balance sheets. F-38 BASANITE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 6 NOTES PAYABLE CONVERTIBLE RELATED PARTY Convertible Notes payable related party, net of the related debt discounts, totaled $1,689,746 and $1,025,000 on September 30, 2021, and December 31, 2020, respectively. On August 3, 2020, the Company issued a secured convertible promissory note to certain investors in exchange for $1,000,000 in the aggregate bearing an interest rate of 20% per annum and payable in 6 months. The holder may convert the unpaid principal balance of the note into shares of restricted common stock of the Company at the conversion price equal to $0.275 per share, which conversion price was set with the consummation of the Company s private placement of Units (described in note 10) which closed on August 17, 2021. This note contains a negative covenant that requires the Company to obtain consent prior to incurring any additional equity or debt investments and is secured by all of the assets of the Company. The Richard A. LoRicco Sr. and Lucille M. LoRicco Irrevocable Insurance Trust DTD 4/28/95, Louis Demaio as Trustee (the Trust ) is the holder of $750,000 of the principal amount of this note. The Trust was created by Richard A. LoRicco Sr. and Lucille M. LoRicco, who were the parents of Ronald J. LoRicco Sr., one of the members of the Company s Board of Directors and is maintained by an independent trustee. Ronald J. LoRicco Sr. does not have voting or investment control of or power over the Trust but is an anticipated, partial beneficiary of the Trust. On February 12, 2021, the Company exchanged the original debt for a newly issued amended and restated secured convertible promissory note with a new principal balance of $1,610,005 bearing an interest rate of 20% per annum and fully payable in 3 months. This was accounted for as a debt extinguishment and the new promissory note was recorded at fair value in accordance with ASC 470 Debt . The original principal of $1,000,000 and accrued interest of $110,005 calculated as of the date of amendment and restatement along with an additional advance of $500,000 determined the principal amount of the new note. In consideration of the additional advance and the extension of the maturity date of the original note, the Company issued to the noteholders 15,000,000 5-year common stock warrants with an exercise price of $0.20. The issuance of the warrants for the extension generated a loss on extinguishment of $3,686,136 for the fair value of the warrants issued. On May 12, 2021, the Company extended the debt for a newly issued amended and restated secured convertible promissory note with a new principal balance of $1,689,746 bearing an interest rate of 20% per annum and fully payable in 9 months. The original principal of $1,610,005 and accrued interest of $79,742 calculated as of the date of amendment and restatement determined the principal amount of the new note. In consideration of the additional advance and the extension of the maturity date of the original note, the Company issued to the noteholders 7,500,000 5-year common stock warrants with an exercise price of $0.35. The issuance of the warrants for the extension generated a loss on extinguishment of $1,874,705 for the fair value of the warrants issued. On August 17, 2021, the Company completed an offering which subsequently reset the executable price of the outstanding convertible shares of the note payable, thus resulting in a new price per share of $0.275. Interest expense for the Company s convertible notes payable related parties for the three and nine months ended September 30, 2021, was $88,244 and $239,766 compared to $71,803 and $314,582 to the three and nine months ended September 30, 2020. Accrued interest for the Company s convertible notes payable related parties on September 30, 2021, and December 31, 2020, was $134,292 and $86,574, respectively, and is included in accrued expenses on the condensed consolidated balance sheets. F-39 BASANITE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 7 NOTES PAYABLE Notes payable totaled $478,704 and $128,021 on September 30, 2021, and December 31, 2020, respectively. On March 30, 2021, and May 18, 2021, the Company entered financing arrangements to finance the insurance premiums for its liability coverage. The financing has an interest rate of 9.67% and lasts through March 2022. The balance as of September 30, 2021, was $17,957. On February 25, 2021, the Company entered a promissory note agreement with its bank for $165,747 loan bearing an interest rate of 1.0% per annum. The loan was made pursuant to the Paycheck Protection Program under the Second Draw PPP Legislation after receiving confirmation from the U.S. Small Business Administration ( SBA ). The Paycheck Protection Program Flexibility Act requires that the funds be used to maintain the current number of employees as well as cover payroll-related costs, monthly mortgage or rent payments and utilities and not more than 40% can be expended on non-payroll-related costs. The applicable maturity date will be the maturity date as established by the SBA. If the SBA does not establish a maturity date or range of allowable maturity dates, the term will be five years. On April 2, 2021, the Company issued a promissory note with an investor in exchange for $200,000 bearing an interest rate of 18% per annum and payable in 1 year. The company also issued 2,000,000 common stock warrants at an exercise price of $0.20 per share expiring in 5 years. On April 9, 2021, the Company issued a promissory note with an investor in exchange for $50,000 bearing an interest rate of 18% per annum and payable in 1 year. The company also issued 500,000 common stock warrants at an exercise price of $0.20 per share expiring in 5 years. On April 16, 2021, the Company issued a promissory note with an investor in exchange for $25,000 bearing an interest rate of 18% per annum and payable in 1 year. The company also issued 250,000 common stock warrants at an exercise price of $0.25 per share expiring in 5 years. On April 16, 2021, the Company issued a promissory note with an investor in exchange for $20,000 bearing an interest rate of 18% per annum and payable in 1 year. The company also issued 200,000 common stock warrants at an exercise price of $0.25 per share expiring in 5 years. Interest expense for the Company s notes payable for the three and nine months ended September 30, 2021, was $23,666 and $53,784, respectively, compared to $1,405 and $6,110 to the three and nine months ended September 30, 2020. Accrued interest for the Company s notes payable on September 30, 2021, and December 31, 2020, was $27,760 and $0, respectively, and is included in accrued expenses on the condensed consolidated balance sheets. NOTE 8 NOTES PAYABLE - RELATED PARTY Related party notes payable totaled $300,000 and $0 on September 30, 2021, and December 31, 2020. On July 7, 2021, the Company issued a promissory note with an entity managed by Ronald J. LoRicco, Sr., a member of our Board of Directors, in exchange for $50,000 bearing an interest rate of 10% per annum. The maturity date for the promissory note is July 23, 2021. The note payable was paid in full on August 24, 2021. On July 7, 2021, the Company issued a promissory note with Michael V. Barbera, our Chairman of the Board, in exchange for $50,000 bearing an interest rate of 10% per annum. The maturity date for the promissory note is July 23, 2021. The note payable was paid in full on August 24, 2021. On July 15, 2021, the Company issued a promissory note with David Anderson, our Chief Operating Officer, in exchange for $20,000 bearing an interest rate of 10% per annum. The maturity date for the promissory note is July 23, 2021. The note payable was paid in full on August 18, 2021. On July 26, 2021, the Company issued a promissory note with David Anderson, our Chief Operating Officer, in exchange for $30,500 bearing an interest rate of 10% per annum. The maturity date of the promissory note is August 2, 2021. The note payable was paid in full on August 18, 2021. F-40 BASANITE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) On July 27, 2021, the Company issued a promissory note with Simon Kay, our Interim Acting Chief Executive Officer and Principal Financial Officer, in exchange for $10,000 bearing an interest rate of 10% per annum. The maturity date of the promissory note is August 3, 2021. The note payable was paid in full on August 18, 2021. On August 6, 2021, the Company issued a promissory note with an entity managed by Ronald J. LoRicco, Sr., a member of our Board of Directors, in exchange for $100,000 bearing an interest rate of 10% per annum. The maturity date for the promissory note is August 24, 2021. The note payable was paid in full on August 24, 2021. Interest expense for the Company s notes payable related party for the three and nine months ended September 30, 2021, was $16,635 and $27,648, respectively, compared to $0 and $2,455 for the three and nine months ended September 30, 2020. Accrued interest for the Company s notes payable - related party on September 30, 2021, and December 31, 2020, was $27,648 and $0, respectively, and is included in accrued expenses on the condensed consolidated balance sheets. NOTE 9 COMMITMENTS AND CONTINGENCIES On October 28, 2021 the Company proposed a liquidation of liability to John Cessario. The proposed settlement would be 500,000 shares of Basanite common stock with a value of $0.33 per share. The Company elected to accrue an estimate for this amount in the third quarter of 2021. Supplier Agreement -- MEP Consulting Engineers, Inc. On July 23, 2020, the Company entered into an Exclusive Supplier Agreement with MEP Consulting Engineers, Inc. ( MEP ) of Miami, Florida. MEP engaged the Company as its sole and exclusive supplier and producer of basalt fiber reinforced polymer ( BFRP ) rebar, with the intent of developing a proprietary rebar to be named Hurricane Bar. The agreement also provides MEP with exclusive distribution rights to the Company s BasaFlex BFRP rebar and other Company products in Miami-Dade County. The agreement is targeting substantial volumes of South Florida construction projects in the works, which is expected to generate material revenues over the 5-year period. As compensation, MEP was provided the ability to exercise options to purchase a total of 5,000,000 restricted common shares of the Company, over the 5 years from the supplier agreement effective date, tied to sales performance. This option shall automatically expire after the end of the option period. An extension period is available through specific clauses in the agreement. The Company did produce product under this contract for the period ending September 30, 2021. The Company generated $31,141 in revenue for custom rebar products delivered under this contract for the three and nine months ending September 30, 2021. Supplier Agreement -- CR Business Consultants, Inc. On October 22, 2020, the Company entered into an Exclusive Supplier Agreement with CR Business Consultants, Inc. ( CRBC ). CRBC agreed to utilize the Company as its exclusive supplier for all Company products, and the Company has granted CRBC exclusive distribution rights of the Company s products in the Republic of Costa Rica and the Republic of Panama. Furthermore, CRBC has key relationships that could be a source of additional customers for the Company in other territories with no geographic restrictions. The agreement is targeting multiple large projects in Costa Rica, to include the rebuilding of the Port of Limon, which Basanite has been specified. The recognized construction projects are expected to produce material revenues over the 5-year period. As compensation, CRBC was provided the ability to exercise options to purchase a total of 5,000,000 restricted common shares of the Company, over the 5 years from the supplier agreement effective date, tied to sales performance. This option shall automatically expire after the end of the option period. An extension period is available through specific clauses in the agreement. The Company has not generated revenue under this contract for the period ending September 30, 2021. F-41 BASANITE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 10 STOCKHOLDERS DEFICIT On July 9, 2021, 600,000 shares of common stock were issued per the two consulting agreements entered on July 9, 2020, and October 16, 2020, for fundraising services. The value of the shares for both agreements is $210,000 and will be expensed over the renewable three-month term of the agreement. On August 17, 2021, the Company conducted the closing of a private placement offering to accredited investors of the Company s units at a price of $0.275 per unit, with each unit consisting of: (i) one share of the Company s common stock, (ii) a five-year, immediately exercisable warrant ( Warrant A ) to purchase one share of common stock at an exercise price of $0.33 per share ( Exercise Price ) and (iii) an additional five-year, immediately exercisable warrant to purchase one share of common stock at the Exercise Price ( Warrant B ). The Warrant A and Warrant B are identical, except that the Warrant B has a call feature in favor of the Company, as defined in the offering agreements. In connection with the closing, the Company entered into definitive securities purchase agreements with 19 accredited investors and issued an aggregate of 19,398,144 shares of common stock, Warrant A to purchase up to an aggregate of 19,398,144 shares of common stock, and Warrant B to purchase up to an aggregate of 19,398,144 shares of Common Stock (for an aggregate of 38,796,288 Warrant Shares), for aggregate gross proceeds to the Company of approximately $5,334,490. The Company expensed a total of $611,603 in related costs to the offering which has been capitalized and offset to the gross proceeds recorded in additional paid in capital. The Company sold 19,398,144 and 20,583,813 restricted common shares to various investors for the three and nine months ended September 30, 2021 (including the shares sold in the Offering described above), for cash proceeds totaling $4,722,886 and $5,054,662, respectively. The Company sold 163,043 and 6,203,657 restricted common shares to various investors for the three and nine months ended September 30, 2020, for cash proceeds totaling $30,000 and $646,667, respectively. NOTE 11 OPTIONS AND WARRANTS Stock Options: The following table summarizes all option grants outstanding to consultants, directors and employees as of September 30, 2021, and December 31, 2020 and the related changes during these periods are presented below. Schedule of Summary of Options and Warrants Assumptions to Estimate Fair Value of Options Granted September 30, 2021 December 31, 2020 Options outstanding and exercisable 4,227,778 4,542,500 Weighted-average exercise price $0.33 $0.41 Aggregate intrinsic value $98,556 $118,148 Weighted-average remaining contractual term (years) 2.00 3.86 The Company chose the straight-line attribution method for allocating compensation costs of each stock option over the requisite service period using the Black-Scholes Option Pricing Model to calculate the grant date fair value. During the three months ended September 30, 2021, 500,000 options were cancelled. During the nine months ended September 30, 2021, 1,592,500 options were cancelled. The company granted 1,277,778 options for the period ending September 30, 2021. Stock Warrants: The following table summarizes all warrant grants outstanding to consultants, directors and employees as well as investors as of September 30, 2021, and December 31, 2020 and the related changes during these periods are presented below. Schedule of Summary of Options and Warrants Assumptions to Estimate Fair Value of Options Granted September 30, 2021 December 31, 2020 Warrants outstanding and exercisable 117,691,666 38,920,378 Weighted-average exercise price $0.28 $0.28 Aggregate intrinsic value $5,176,833 $2,785,075 Weighted-average remaining contractual term (years) 4.03 3.37 During the three months ended September 30, 2021, 39,071,288 five-year warrants were issued. During the nine months ended September 30, 2021, 79,771,288 five-year warrants were issued. During the nine months ended September 30, 2021, 1,000,000 warrants were exercised. During the three months ended September 30, 2021 and 2020, total stock-based compensation expense amounted to $327,431 and $78,590 respectively. During the nine months ended September 30, 2021 and 2020, total stock-based compensation expense amounted to $983,803 and $78,590 respectively. As of September 30, 2021, $43,682 of stock was issued for the consulting agreements but not earned as compensation and is included in prepaid expenses on the condensed consolidated balance sheet. F-42 BASANITE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 12 RELATED PARTIES In addition to those transactions discussed in Notes 6 and 8, the Company had no further related party transactions. NOTE 13 SUBSEQUENT EVENTS The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements as of September 30, 2021 contained herein. F-43 You should rely only on the information contained in this document. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document. Additional risks and uncertainties not presently known or that are currently deemed immaterial may also impair our business operations. The risks and uncertainties described in this document and other risks and uncertainties which we may face in the future will have a greater impact on those who purchase our common stock. These purchasers will purchase our common stock at the market price or at a privately negotiated price and will run the risk of losing their entire investment. BASANITE, INC. 58,194,432 shares common stock PROSPECTUS December , 2021 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the expenses in connection with this registration statement. All of such expenses are estimates, other than the filing fees payable to the SEC. Description Amount to be Paid Filing Fee SEC $ 2,004.17 Attorney s fees and expenses $ 50,000.00 Accountant s fees and expenses $ 15,000.00 Miscellaneous expenses (*) $ 10,000.00 Total $ 77,004.17 * Estimated ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS Nevada Revised Statutes ( NRS ) 78.138(7) provides that, subject to limited statutory exceptions and unless the articles of incorporation or an amendment thereto (in each case filed on or after October 1, 2003) provide for greater individual liability, a director or officer is not individually liable to a corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that: (i) the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and (ii) the breach of those duties involved intentional misconduct, fraud or a knowing violation of law. NRS 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. NRS 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses, including attorneys fees, actually and reasonably incurred by him or her in connection with the defense. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. 1 We lease a fully permitted, 36,900 square foot facility located in Pompano Beach, Florida which is equipped with five customized, Underwriters Laboratories approved, Pultrusion manufacturing machines for BasaFlex production. Each Pultrusion machine has up to two linear production lines (we use one or two lines per machine depending on rebar size giving a maximum capacity of 10 manufacturing lines). To date, BI s operations team has successfully optimized and scaled the capacity of our manufacturing plant to produce up to 28,000 linear feet of BasaFlex rebar per shift, per day, depending on the product mix. BI s own fully equipped Test Lab is utilized to evaluate, validate, and verify each product s performance attributes in real time. We believe that macroeconomic factors are pressuring the construction industry to consider the use of alternative reinforcement materials for the following reasons: the increasing need for global infrastructure repair; recent design trends towards increasing the lifespan of projects and materials; the global interest in promoting the use of sustainable products; and increasing consideration of both the long-term costs and environmental impacts of material selections. We believe we are well positioned to benefit from this renewed focus, particularly in light of the renewed U.S. government interest in funding infrastructure improvements and events such as the tragic collapse of a residential building in Surfside, Florida. Industry Background and Current and Proposed Customers We are focused on the construction industry, specifically on products for the reinforcement of primarily concrete but also asphalt. According to Grandview Research, the annual concrete reinforcement market in the U.S. is estimated to be approximately $9.4 billion. This industry very established and resistant to change; however the reinforcement of concrete using traditional steel products and methods have proven to be problematic. Almost every concrete building and foundation in the world was originally built using steel reinforcement. Steel is a long-time proven product for this use, but it has an inherent problem: it corrodes (rusts) due to naturally occurring phenomenon. Every steel reinforcing bar (or rebar) ever used is in some form of degradation due to corrosion. This corrosion causes the concrete to de-bond, crack and ultimately fail: the process is called spalling. This corrosion problem has been recognized by the governing bodies to the point that they have written into code a definition of the acceptable amount of corrosion on steel rebar prior to its use. Regardless, the bar continues to rust and ultimately this leads to necessary maintenance, repair and eventual replacement over its lifetime. Addressing this problem is our key focus and the definitive basis for its future success all of our products are corrosion proof. In addition, we believe our disruptive alternative to steel reinforcement also offers greater strengths, giving the end-user alternatives for concrete reinforcing elements that will never require maintenance or replacement for as much as 100 years or more. Our customer base is a mix between the design-build community and government agencies who can specify our products, and wholesalers (distributors), contractors and concrete producers who will use, and sell our products. Manufacturing While we have generated relatively little revenue to date, we continue to receive inquiries from a range of customers for our products, indicating what we believe is a significant level of market interest for BasaFlex . Some of these inquiries would be for very large potential orders for new, multi-year construction projects. Based on our current manufacturing capacity, these inquiries (if they lead to actual orders) would exceed our capability to deliver within the customer s requested timeframe, and largely because of this, there is no guarantee that orders will actually be received without expansion. 2 To satisfy what we perceive the market interest for BasaFlex to be, and in particular to address potential large-scale customers, we need to significantly accelerate the expansion of our manufacturing capacity. Our current near-term goal is to expand to greater than twice our current capacity by the end of 2021, and ultimately to reach a Pompano plant production capacity exceeding 73,000 linear feet per day per shift (which would be 3 times our current capacity). To accomplish these goals, we have designed and developed customized pultrusion equipment which offers significantly increased capacity in the same footprint as our current equipment. Our new technology manufacturing system, named BasaMax , has been specifically designed for the manufacture of BasaFlex using our patent pending process. Two versions of this equipment have been designed, and these will not only offer double the capacity of our current equipment (per machine), but also each will run at faster and more efficient rates. A prototype has completed preliminary testing in our Pompano facility and has recently been qualified for production. Competition The competitive landscape for concrete reinforcement is intense and can generally be divided into two categories: steel reinforcement, the incumbent since its beginnings in the nineteenth century, and alternative fiber reinforced polymer (FRP) reinforcement, which is gaining traction globally but remains a fairly new concept in the U.S. There is reinforcement of some type in most every cubic yard of concrete that is poured, and steel rebar producers are present in every major U.S. city. In contrast, there are only a handful of FRP manufacturers, and these can be segmented into 3 major types of FRPs used in construction rebar: carbon, fiberglass and basalt. We believe basalt FRP has a wider application temperature range, higher oxidation resistance, higher radiation resistance, higher compression strength and higher shear strength than its previously noted contemporaries. We believe it also represents the best value proposition. Sources of Raw Materials The sourcing of our raw materials is a primary focus for our management. It is incumbent upon us to pre-plan our requirements prior to, and in conjunction with, our actual growth and developing an understanding of manufacturing lead-times and other obstacles that may restrain the flow of our established supply chain. Our current suppliers are aware of our aggressive plans for growth and are committed to helping us achieve those plans by adding capacity and developing/expanding long term agreements, with commitments for growth. Our principal suppliers for basalt continuous fiber roving (which is a key component of BasaFlex) are Mafic, BWF/Kamenny Vek and SRCS, Inc. Our principal suppliers for resin matrix ingredient are Aalchem, Phlex-Tek, Lindau Chemical and Cabot Labs. Sales and Marketing We primarily utilize third party distribution partners to market and sell our products, with a small amount of direct marketing business that isn t typically covered by distribution arrangements (such as one-off technology-driven segments on the construction industry such as ultra-high-performance concrete, engineered cementitious composite concrete or geopolymer concrete). We also can generate sales through private label arrangements for larger company as well as export sales. As part of our distribution-focused marketing efforts, we focus on design-build companies, engineering and architectural firms, as well as military, federal, state and local government agencies in an effort to drive material acceptance and specification approvals. Intellectual Property Currently, we have a patent pending application with the USPTO for BasaFlex, and plan to augment our intellectual property portfolio with other novel products, processes and equipment. Additionally, we have secured registered trademarks on our company name as well as our key product names, including BasaFlex ; BasaMix ; BasaMesh and BasaWrap , with the near-term intent to secure BasaPro, BasaMax and BasaLinks. These trade names represent our BFRP Rebar, Basalt Chopped Fiber, BFRP Geogrid Mesh, Basalt Reinforcing Wrap Kit, Software Program, Proprietary Pultrusion Equipment and Configured BFRP Shapes respectively. 3 August 2021 Private Placement On August 17, 2021, we conducted the closing of a private placement offering to accredited investors (which we refer to as the August 2021 Private Placement) of our units (or the Units) at a price of $0.275 per Unit, with each Unit consisting of: (i) one (1) share of our common stock, (ii) a five-year, immediately exercisable warrant (which we refer to as Warrant A) to purchase one (1) share of common stock at an exercise price of $0.33 per share (which we refer to as the Exercise Price) and (iii) an additional five-year, immediately exercisable warrant to purchase one (1) share of common stock at the Exercise Price (which we refer to as Warrant B). In the aggregate, the Offering consisted of 19,398,144 shares of common stock, with 19,398,144 shares of common stock underlying the Warrant As and 19,398,144 shares of common stock underlying the Warrant Bs. The August 2021 Private Placement generated net cash proceeds to us of approximately $4,770,000, which we are utilizing for expansion of our manufacturing capability, sales and marketing, satisfaction of certain indebtedness and general working capital purposes. Pursuant to the SPAs, we have granted the investors in the August 2021 Private Placement registration rights which require us to file two (2) registration statements, as follows: (i) first, we are required to file a Form S-1 registration statement (or equivalent) to register the shares of common stock and the shares of common stock under the Warrant As and Warrant Bs issued in the August 2021 Private Placement for public resale (we refer to this registration as the Resale Registration). We have filed the registration statement of which this prospectus forms a part in order to satisfy such filing obligation, and the selling stockholders are the investors in the August 2021 Private Placement; and (ii) second, we are required to file an additional Form S-1 registration statement (or equivalent) between the 61st day and 75th day of the resale registration statement described above being declared effective an underwritten offering of at least $15,000,000 in gross proceeds and uplisting of our common stock to a national exchange (we refer to this proposed offering and uplisting as the Re-IPO). No assurances can be given that we will be able to effectuate the Re-IPO on terms satisfactory to us or at all. See Selling Stockholders for further information. December 2021 Strategic Supplier and Distributor Agreements and Board Appointments On December 10, 2021, we entered into a strategic partnership, comprised of two principal five year agreements: an Exclusive Supplier Agreement (or the Supplier Agreement) with Concrete Products of the Palm Beaches, Inc. (or CPPB), and a Distribution Agreement (or the Distribution Agreement) with U.S. Supplies, Inc. (or USS). Based in Riviera Beach, Florida, CPPB is a custom precast manufacturer of concrete products for the construction industry, made from a combination of cement and aggregate raw materials. Based in West Palm Beach, Florida, USS is a domestic and international distributor of building products and supplies, specialty construction products, and a provider of engineering services. CPPB and USS are related parties via the common control of Manuel A. Rodriguez (who has been appointed to our Board of Directors as described below). Pursuant to the Supplier Agreement, BI will supply CPPB with both basalt fiber products and BFRP products, each as manufactured and assembled by BI, including its BasaFlexTM rebar. Pursuant to the Supplier Agreement, BI shall serve as CPPB s exclusive supplier of basalt fiber and BFRP products of the type manufactured by BI for use as raw materials in CPPB s concrete products and not for resale. BI will undertake commercially reasonable efforts to provide sufficient supply of BI s products in accordance with purchase orders submitted by CPPB and accepted by BI. CPPB is not required to purchase any minimum order of product. During the term of the Supplier Agreement, Basanite Industries shall be precluded from manufacturing, distributing or selling concrete construction materials of the type made CPPB as of the date of the Supplier Agreement. Pursuant to the Distribution Agreement, USS has been appointed as a distributor of our products and is obligated use its best reasonable efforts to distribute and promote our products in accordance with the terms of the Distribution Agreement. Under the terms of the Distribution Agreement, BI shall serve as USS sole and exclusive supplier of BFRP products of the type manufactured by BI. In the United States, USS will focus its distribution efforts within the market customer segments of precasters, cast-in-place contractors and federal, state, county and city governments or agencies, and internationally. The parties have agreed in the Distribution Agreement on wholesale pricing terms afforded to USS for our products under a formula where the retail prices for Products may be adjusted during the term of the Distribution Agreement. USS distribution rights are exclusive in the territories of seven countries in Central America (the Republic of El Salvador, the Republic of Guatemala, the Republic of Honduras, the Republic of Colombia, the Republic of Ecuador, the Republic of Peru, and the United Mexican States) and non-exclusive for the rest of the world. BI has also granted USS a right of first refusal on exclusive distribution rights in other territories should BI desire to offer such rights. Otherwise, USS distribution rights are not exclusive. In addition, during the term of the Distribution Agreement, Basanite Industries shall not directly solicit customers (i) in the exclusive territories referred to above and (ii) any other customers first introduced to Basanite Industries by USS. 4 In connection with the transactions associated with the Supplier Agreement and the Distribution Agreement, we have issued to USS a common stock purchase warrant (or the Strategic Partner Warrant). The Strategic Partner Warrant affords USS and its assigns the right, for a five (5) year term, to purchase up to forty million (40,000,000) shares of our common stock (which we refer to as the Warrant Shares) at an exercise price of $0.33 per Warrant Share. The right to purchase fifty percent (50%) (or 20,000,000) of the Warrant Shares shall vest immediately and the right to purchase the remaining fifty percent (50%) (or 20,0000,000) of the Warrant Shares shall only vest upon our actual receipt of new investment into our company of not less than $5,000,000 from one or any combination of the following entities or individuals: (i) USS and its affiliates, (ii) CR Business Consultants, Inc. (any entity controlled by Raphael Salas) and its affiliates or (iii) any person or entity first introduced to us by any of the foregoing. In connection with the transactions contemplated by the Distributor Agreement and the Supplier Agreement, our Board of Directors appointed Manuel A. Rodriguez and Frederick H. Tingberg, Jr. as members of the Board. Mr. Rodriguez is an affiliate of and controls each of USS and CPPB, and Mr. Tingberg (who provides consulting services to CPPB) was recommended for appointment to the Board by Mr. Rodriguez.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/BCHT_birchtech_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/BCHT_birchtech_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/BCHT_birchtech_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/BCRD_blueone_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/BCRD_blueone_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/BCRD_blueone_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/BEEP_mobile_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/BEEP_mobile_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..82525711c340070c34e549fa41dca6cd902d9a62
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/BEEP_mobile_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. Before investing, you should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus. Unless otherwise stated in this prospectus or the context otherwise requires, references to: Affiliate of any person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person or entity; Affiliated Joint Acquisition means an initial business combination opportunity we pursue jointly with our sponsor, Fifth Wall, or one or more of their respective affiliates, portfolio companies and/or investors; amended and restated memorandum and articles of association are to our amended and restated memorandum and articles of association that the company will adopt upon completion of this offering; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt; Fifth Wall are to Fifth Wall Asset Management, LLC, collectively with its Affiliates and any investment funds, investment vehicles or accounts managed or advised by any of the foregoing, which are Affiliates of our sponsor; founders are to Brendan Wallace, co-founder and Managing Partner at Fifth Wall, and Andriy Mykhaylovskyy, Managing Partner and Chief Operating Officer at Fifth Wall; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and our Class B ordinary shares transferred by our sponsor to certain of our directors, if any, as well as the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class B ordinary shares will not be public shares ); management or our management team are to our executive officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement shares are to the Class A ordinary shares to be issued to our sponsor in a private placement simultaneously with the closing of this offering (which private placement shares are identical to the shares sold in this offering, subject to certain limited exceptions as described in the prospectus) and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of this offering (whether they are purchased in this offering or thereafter in the open market); shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a shareholder will only exist with respect to such public shares; sponsor are to Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands limited liability company, which is an Affiliate of Fifth Wall; and we, us, company or our company are to Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We and the selling shareholder may not sell these securities until the U.S. Securities and Exchange Commission declares our registration statement effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state or jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MAY 20, 2021 PRELIMINARY PROSPECTUS $250,000,000 Fifth Wall Acquisition Corp. III 25,000,000 Class A Ordinary Shares Fifth Wall Acquisition Corp. III is a newly organized blank check company incorporated as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target. This is the initial public offering of our Class A ordinary shares, par value $0.0001, which we refer to as our public shares, at an initial public offering price of $10.00 per ordinary share. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional public shares to cover over-allotments, if any. Unlike many other special purpose acquisition companies, we are not offering any warrants to prospective investors in this offering. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per ordinary share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Class A ordinary shares that were sold in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unable to consummate an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per ordinary share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Fifth Wall Acquisition Sponsor III LLC, has agreed to purchase 857,000 Class A ordinary shares (or 932,000 Class A ordinary shares if the underwriters over-allotment option is exercised in full), at a price of $10.00 per ordinary share in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $8,570,000 (or $9,320,000 if the underwriters over-allotment option is exercised in full). The private placement shares are identical to the Class A ordinary shares sold in this offering, subject to certain limited exceptions as described in this prospectus. Our sponsor currently owns 7,187,500 Class B ordinary shares (up to 937,500 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to the adjustments as described herein. Currently, there is no public market for our securities. We intend to apply to have our Class A ordinary shares listed on The Nasdaq Capital Market, or Nasdaq, under the symbol FWAC. We cannot guarantee that our Class A ordinary shares will be approved for listing on Nasdaq. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 31 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitations to subscribe for securities may be made to the public in the Cayman Islands. PER ORDINARY SHARE TOTAL Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 13,750,000 Proceeds, before expenses, to us $ 9.45 $ 236,250,000 (1) Includes $0.35 per ordinary share, or $8,750,000 in the aggregate (or $10,062,500 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting beginning on page 130 for a description of compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement ordinary shares described in this prospectus, $250,000,000, or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per ordinary share in either case), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the public shares for sale on a firm commitment basis. The underwriters expect to deliver the shares to the purchasers on or about , 2021. Deutsche Bank SecuritiesGoldman Sachs & Co. LLC BofA Securities , 2021 TABLE OF CONTENTS shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a newly organized blank check company incorporated as a Cayman Islands exempted company on February 19, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination at the earliest. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries both inside and outside of the United States that complement our management team s background, and to capitalize on the ability of our management team to identify and acquire a technology business focusing on verticals of the real estate industry, as well as the adjacent industries that collectively make up the human-made environment that provides the setting for human activity, ranging in scale from buildings to cities and beyond, which we call the Built World. Fifth Wall Acquisition Corp. II also intends to focus on these so-called proptech companies, focusing specifically on proptech companies serving the residential real estate industry. As such, if any officer or director serving Fifth Wall Acquisition Corp. II or Fifth Wall Acquisition Corp. III becomes aware of a business combination opportunity with a proptech company serving the residential real estate industry (and no other parties to which such officers or directors may owe any fiduciary, contractual or other obligations, including in the case of officers and directors associated or affiliated with Fifth Wall, Fifth Wall, wish to pursue such opportunity), such officers and directors will present the opportunity to Fifth Wall Acquisition Corp. II. In all other cases, the opportunity will be first presented to Fifth Wall Acquisition Corp. III. Our Sponsor Our sponsor is an affiliate of Fifth Wall. Fifth Wall is one of the largest venture capital firms focused exclusively on investing in proptech . Fifth Wall was founded in 2016 after identifying the growing market opportunity in proptech brought about by the real estate industry, the largest asset class as of the end of 2016, beginning to adopt technology at an increasingly rapid pace. Fifth Wall developed a differentiated model of venture capital predicated on raising capital from and partnering with leading real estate owners, who are among the largest users and customers for the technologies in which Fifth Wall invests. As of November 30, 2020, Fifth Wall manages $1.3 billion in committed capital on behalf of its investors across three core fund strategies, and has invested in more than 40 companies, including six that have gone on to become unicorns , or startups with a private market valuation in excess of $1 billion. On February 9, 2021, Fifth Wall Acquisition Corp. I, an affiliate of Fifth Wall, closed its $345 million IPO, becoming one of the earliest proptech-focused SPACs sponsored by an affiliate of a venture capital firm. On April 22, 2021, Fifth Wall Acquisition Corp. I announced that it entered into a definitive business combination agreement for Fifth Wall Acquisition Corp. I's initial business combination with SmartRent.com, Inc. ( SmartRent ). While an affiliate of Fifth Wall has voting and investment discretion with respect to the ordinary shares held of record by our sponsor, Light BCTO Ltd. ( Founder Investor ), a British Virgin Islands company, which is an Affiliate of EE Capital Pte. Ltd., a limited partner of funds affiliated with Fifth Wall, will purchase 25% of the economic interest in our sponsor for a purchase price equivalent to 40% of the sponsor s initial investment in us. We believe our management team will be able to execute on our business strategy by leveraging Fifth Wall s experience and core competencies. Since its founding 5 years ago, Fifth Wall has become a leading venture capital investor in the proptech space, for several reasons: TABLE OF CONTENTS Fifth Wall was one of the first to recognize the growing market opportunity in real estate technology. With the close of its oversubscribed $212 million North American Real Estate Technology Fund in May 2017, Fifth Wall became one of the first institutional venture capital funds exclusively focused on the intersection of real estate and technology, or proptech . Since then, Fifth Wall has raised $126 million for its retail strategy, which is focused on the disruption of traditional brick & mortar retail. Its second North American Real Estate Tech Fund was also oversubscribed and closed at $503 million in July 2019. More recently, Fifth Wall has launched and completed the first close of its European Real Estate Technology Fund and is currently raising a Climate Technology Fund focused on investing in North American startups with technologies that enable transitions towards a decarbonized real estate industry, reduce greenhouse gas emissions, or address the impacts of global warming. As of November 30, 2020, Fifth Wall is approximately five times larger than the next largest proptech-focused venture capital manager. Fifth Wall has pioneered a differentiated consortium-driven approach to venture capital. Fifth Wall s model is predicated on raising a significant portion of its capital from leading real estate corporations, and advising its corporate limited partners on implementing emerging real estate technologies with the potential to transform their businesses. The firm s initial North American Real Estate Technology Fund included 9 U.S.-based real estate corporations as limited partners. As of November 30, 2020, Fifth Wall s global network of corporate partners has grown to include more than 60 real estate corporations from 14 countries, representing every major subsector in the real estate industry. In certain subsectors, like homebuilding, Fifth Wall s corporate limited partners represent 4 of the 5 largest U.S.homebuilders, which collectively account for approximately 20% of all homes delivered in the United States annually. Alongside its corporate limited partners, Fifth Wall has attracted investment from some of the world s largest and most prominent institutional investors, including leading university endowments, pensions, and sovereign wealth funds. Fifth Wall has distinct informational and distribution advantages. Fifth Wall s dynamic working relationships with its global consortium of over 60 corporate real estate partners provide the firm with differentiated informational and distribution advantages when evaluating potential investments. Fifth Wall s role as both a venture capital investor and a trusted advisor to real estate corporations provides significant visibility to the operational and technological challenges faced by its corporate partners. This enables its investment team to underwrite investments with knowledge of orchestrating large contracts and partnerships with Fifth Wall s real estate investors, who are among the largest potential customers for these technologies. Similarly, success or failure for real estate technology companies often hinges on distribution to the real estate industry. Fifth Wall s deep relationships with its 60 corporate limited partners, coupled with its expertise in real estate technology, enable Fifth Wall to flip distribution risk for its portfolio companies into a distribution edge by effectuating commercial partnerships to significantly accelerate their growth. Fifth Wall has superior access and deal flow. Fifth Wall s domain expertise in real estate technology, its partnerships with some of the largest real estate owners and operators globally, its brand positioning as a leading partner to proptech entrepreneurs, and its differentiated platform have helped to solidify the firm as a highly-sought after investor for technology companies that depend on distribution to the real estate industry. Generalist venture capital funds typically select Fifth Wall as their preferred co-investment partner in proptech companies based on Fifth Wall s category expertise and ability to facilitate distribution to its real estate investors. Additionally, Fifth Wall s corporate partners proactively send Fifth Wall technologies that they are evaluating for their own businesses. Management teams of portfolio companies are also often eager to introduce to Fifth Wall new companies that fit Fifth Wall s strategies. Across these three channels, Fifth Wall benefits from meaningful network effects that are borne out in its deal flow and its portfolio of emergent winners in the proptech category. As of November 30, 2020, Fifth Wall s CRM tracks more than 8,300 real estate technology companies, including more than 600 growth and later stage companies. Fifth Wall is a highly visible, highly active investor and thought leader. Since its founding in 2016, Fifth Wall has carefully cultivated its brand and profile as a thought leader through the creation and dissemination of content related to the real estate technology ecosystem. Fifth Wall strives to be seen by other venture capital investors, proptech entrepreneurs, and the real estate industry as TABLE OF CONTENTS synonymous with proptech, as the thought leader in the space. This approach has enabled Fifth Wall to source investments in more than 40 companies, gaining access to highly competitive financing rounds for high-profile proptech businesses, sometimes with terms that enable Fifth Wall to reopen closed financing rounds at prior valuations, or to structure investments in such a way that ultimately generates greater upside . Fifth Wall s investments at the intersection of real estate and technology include Opendoor, VTS, States Title, Hippo, Industrious, Blend, and Clutter. Fifth Wall can influence outcomes to create outsized value. Beyond unlocking distribution to the real estate industry, Fifth Wall has played a leading role in the effectuation of major partnerships between its portfolio companies and some of the largest real estate corporations in the world, activating corporate innovation to create significant value. Fifth Wall partnered with what it believes to be the second largest homebuilder in the United States to launch large-scale partnerships with Opendoor, Hippo, Blend, and Notarize and, furthermore, helped to orchestrate the landmark sale of the homebuilder s captive title insurance business to States Title, a Fifth Wall portfolio company. Similarly, Fifth Wall played a critical role in the execution of partnerships between Industrious and VTS and its corporate partners in the office vertical, catalyzing significant growth for both portfolio companies. We believe that SPACs are important extensions of Fifth Wall management s approach to partnering with leading real estate technology companies to create long-term value. While Fifth Wall s existing fund strategies typically invest relatively early on in a company s lifecycle, our management has also developed a track record at Fifth Wall of investing in proptech companies including Fifth Wall s own portfolio companies as they mature, opportunistically deploying SPV capital to invest in later-stage funding rounds. With Fifth Wall Acquisition Corp. III, we intend to form a long-term partnership with a business that has the potential to become a category-defining market leader, guiding them in their transition from private to public markets while leveraging Fifth Wall s global consortium of some of largest owners and operators of real estate in the world, creating value through distribution to the real estate industry and partnership with leading real estate corporations. We believe that our affiliation with Fifth Wall and its positioning and proptech category expertise will afford us substantial competitive advantages relative to other blank check companies, including those who are primarily focused on acquiring real estate technology businesses. Market Opportunity Our management founded Fifth Wall on the belief that the real estate industry is on the verge of massive change through technological innovation, and that emerging real estate technologies had the potential to create trillions of dollars of enterprise value over time. Today, technology is rapidly penetrating all verticals of the real estate industry, as well as the adjacent industries that collectively make up the human-made environment that provides the setting for human activity, ranging in scale from buildings to cities and beyond, which we call the Built World . We believe the market for real estate technology businesses is attractive for a number of reasons: Large and growing addressable market. Real estate and technology investments both represent a significant segment of the global economy. According to Bureau of Economic Analysis, US Department of Commerce, real estate and technology accounted for 13% and 12%, respectively, of the U.S. gross domestic product in 2019. Real estate technology investment has grown significantly in the last few years, with total venture capital funding in this sector reaching $32 billion in 2019 compared to $4 billion in 2016 according to CRETech. Despite this strong growth, we believe that the bulk of digitalization is still to come as we are only beginning to see fully digital transactions, data-driven decision making, replacement of middle-men with market places and incumbents embracing technology. Accelerating pace of technological innovation. Technology has disrupted the real estate sector as owners and operators continuously seek to improve the efficiency of their assets, with emerging technologies often providing new solutions to longstanding business and operational challenges. We believe that increased rates of technology adoption will spur the creation of more new technologies and disruptive new entrants in order to create greater efficiencies in the real estate value chain. Real estate technology is penetrating the real estate asset class, driving innovation across transactions, work TABLE OF CONTENTS processes, tenant engagement and even the nature of buildings themselves, while also disrupting the middle-man heavy businesses that currently dominate the real estate industry. We further believe that the impacts of COVID-19 on the real estate industry have catalyzed and accelerated the adoption of technology, which we expect will have lasting, transformational effects on the real estate industry. Robust and growing pipeline. From 2014 to 2019, over $64 billion has been invested in proptech companies, while more than $250 billion in enterprise value has been created within the real estate technology sector across public and private companies. As of November 30, 2020, we estimate that more than 35 proptech companies are valued at $1 billion or more in the private markets. In 2019, 528 real estate technology transactions were executed according to CREtech. We believe that many later stage proptech companies, the number of which we expect to continue to grow in the years ahead, could benefit from a public listing. Similarly, we believe that Fifth Wall Acquisition Corp. III will be able to offer them, or companies like them, a compelling path to enter the public markets. We currently intend to focus our investment effort broadly across businesses focusing on verticals of the real estate industry, as well as the adjacent industries that collectively make up the human-made environment that provides the setting for human activity, ranging in scale from buildings to cities and beyond, which we call the Built World, although we may pursue an acquisition opportunity in any industry or geographic region. We believe that our investment and operating expertise in both the real estate and technology industries will offer us a large, addressable universe of potential targets. Our management team will seek to leverage their access to proprietary deal flow, sourcing capabilities, and network of industry contacts to generate business combination opportunities. Business Strategy Our strategy is to identify and acquire businesses within the sectors in which Fifth Wall invests, with a focus on later-stage companies with high quality growth fundamentals and strong market dynamics, whose pace of growth can benefit from our operational expertise and differentiated distribution capabilities. Our management expects to benefit from Fifth Wall s experience as one of the largest and most active venture investors at the intersection of real estate and technology and its proven track record with deep experience in investing, operations and technology as well as a global consortium of real estate partners representing almost every real estate sector and every major geography. We intend to leverage our sponsor s expertise and extensive network of strategic LPs, portfolio companies, real estate relationships and reputation in the real estate technology sector to identify investment opportunities with meaningful near term growth potential that can generate attractive risk-adjusted returns for our shareholders. Consistent with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective targets. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. High quality fundamentals. We will focus our search on identifying transformative businesses with attractive margins and unit economics in line with best-in-class industry benchmarks, strong growth track record, and limited revenue concentration risks. Strong market dynamics and growth potential. We will seek to acquire businesses that have a sizeable total addressable market with product offerings that are relevant across multiple asset classes, industries and geographies. We believe we can leverage our network to upsell and cross-sell additional product modules which will in turn further increase the addressable market and growth opportunities for the business and present readily available growth targets. Competitive positioning. We will seek to acquire one or more businesses that demonstrate market leadership and / or strong advantages when compared to their competitors, including the potential to disrupt the market through technology driven transformation, defensible proprietary technology, strong adoption rates, and low or manageable risks of technological obsolescence. Attractive risk-adjusted return profile. We intend to focus our efforts on identifying later-stage businesses that we believe have meaningful near term growth opportunity and significant potential for attractive risk-adjusted returns for shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks. TABLE OF CONTENTS Informational and structuring advantages. We intend to invest in one or more businesses where Fifth Wall s global network of more than 60 real estate corporations in 14 countries can offer distinct informational advantages in underwriting a potential acquisition, and where Fifth Wall s ability to unlock distribution to the real estate industry can enable us to structure a potential transaction in such a way that it maximizes value for all parties involved. Value creation potential by Fifth Wall. We intend to acquire one or more businesses that we believe will benefit from Fifth Wall s differentiated industry network, brand and proprietary value-creation capabilities in order to improve financial performance and business planning. For example, we intend to target companies that have strong traction regionally but lack national and international partners to support geographical expansion whose growth can be accelerated through Fifth Wall s network of real estate partners, or companies with a sales cycle that is longer than best-in-class peers that could be shortened with strategic introductions to key management at real estate companies facilitated by Fifth Wall. Management Team. We will seek to invest in one or more businesses that have proven management teams with a compelling strategy of selling their product and recruiting talent. Benefit from Being a Public Company. We intend to invest in one or more businesses that will benefit from being publicly listed and can effectively utilize the broader access to capital and a public profile to grow and accelerate shareholders value creation. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholders communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Team Brendan Wallace is our Chief Executive Officer and Chairman. Mr. Wallace serves as a co-founder and Managing Partner at Fifth Wall, where he guides the firm s strategic vision and serves as the chairman of the investment committee. Mr. Wallace also serves as the Chairman of the Board and Chief Executive Officer of Fifth Wall Acquisition Corp. I and Fifth Wall Acquisition Corp. II. Prior to starting Fifth Wall, Mr. Wallace co-founded Identified Inc., a venture-backed data and analytics company that was acquired by Workday, Inc. Mr. Wallace also co-founded Cabify, the largest ridesharing service in Latin America, and has been an active investor, leading more than 60 angel investments including Coinbase, Dollar Shave Club, Lyft, SpaceX, Clutter, and Philz Coffee. Mr. Wallace started his career at Goldman Sachs in the real estate, hospitality, and gaming group before joining The Blackstone Group s real estate private equity practice where he was involved with the buyout of Hilton Hotels and Equity Office Properties. Mr. Wallace is a graduate of Princeton University and received his M.B.A. from Stanford University. Andriy Mykhaylovskyy is our Chief Financial Officer and director. Mr. Mykhaylovskyy is a Managing Partner and Chief Operating Officer at Fifth Wall, where he oversees the firm s day-to-day operations and investing activities. Mr. Mykhaylovskyy also serves as the Chief Financial Officer and a director of Fifth Wall Acquisition Corp. I and as Chief Financial Officer of Fifth Wall Acquisition Corp. II. Prior to joining Fifth Wall, Mr. Mykhaylovskyy was a Principal and founding team member at Evergreen Coast Capital, a technology-focused private equity affiliate of Elliott Management Corporation. Other previous leadership roles include serving as Vice President at The Gores Group and Chief Financial Officer of Identified, a data and analytics company. Mr. Mykhaylovskyy started his career in investment banking at Morgan Stanley, where he offered financial advisory and capital-raising services to global industrial corporations, before joining technology-focused private equity firm Francisco Partners as an Associate. Mr. Mykhaylovskyy is a graduate of Princeton University and received his M.B.A. from Stanford University. Adeyemi Ajao has been a member of our board of directors since April 2021. In this role, he will advise the company from the consummation of the initial public offering through a special purpose TABLE OF CONTENTS acquisition company. Mr. Ajao has been a director of Fifth Wall Acquisition Corp. II since April 2021. Mr. Ajao is also Co-founder & Managing Partner at Base10 Partners which was founded in January 2017. Mr. Ajao was the co-founder and CEO of Tuenti (The Spanish Facebook ) from January 2005 to July 2010 which was acquired by Telefonica in 2010 for $100M. He also was the co-founder and CEO of Identified from June 2010 to February 2014 which was acquired by Workday in 2014. He was also a founding investor of Cabify in July 2011 (the largest ridesharing company in Latin America currently valued at over $1B). While at Workday from February 2014 to September 2016, Mr. Ajao led launch to Workday Ventures, the first fund focused on Applied AI for Enterprise Software and was VP of Technology Strategy. Mr. Ajao graduated from Icade University in Spain in 2005 with a Master of Science in Finance and a Juris Doctor. Mr. Ajao graduated from Stanford University in 2010 with a Master of Business Administration. Mr. Ajao also holds a certificate from Stanford University in Machine Learning. Alana Beard has been a member of our board of directors since April 2021. In this role, she will advise the company from the consummation of the initial public offering through a special purpose acquisition company. Ms. Beard has been a director of Fifth Wall Acquisition Corp. I since February 2021 and a director of Fifth Wall Acquisition Corp. II since April 2021. She is also a Senior Associate at SVB Capital since February 2020 and President of the 318 Foundation, Inc., a non-profit organization, since January 2021. Prior to joining SVB, Alana was a member of the WNBA Los Angeles Sparks organization April 2012 to January 2020 and an ESPN/ACC women s college basketball analyst from October 2019 to March 2020. During her career with the Sparks, Ms. Beard was a four-time WNBA All-Star, won the WNBA championship in 2016 and was named WNBA Defensive Player of the Year for the 2017 and 2018 seasons. Ms. Beard graduated from Duke University in 2004 with a bachelor s degree in Sociology. Poonam Sharma Mathis has been a member of our board of directors since April 2021. In this role, she will advise the company from the consummation of the initial public offering through a special purpose acquisition company. Ms. Mathis has been a director of Fifth Wall Acquisition Corp. II since April 2021. Ms. Mathis is also a serial entrepreneur, real estate industry veteran and public speaker with a passion for innovating around the built world. Most recently CEO of Raise, she aimed to revolutionize childcare for the future of work. Previously, she founded StealthForce, (the gig economy of real estate; a resource and project management platform for CRE), which was exited in early 2019. Prior to StealthForce, she was Deputy to the Head of Global Real Estate Asset Management at Partners Group AG ($40 billion AUM), and earlier employee 13 at The Gerson Lehrman Group, which was the world s first institutional expert network. Ms. Mathis earned her Bachelor of Arts at Harvard and Master of Business Administration at Wharton, and spent over a decade in real estate development and investment. Twice named a top female CEO in CREtech, she has been featured in The New York Times, Inc. Magazine, Harvard Business Review, NBC News, and more. She is also an author and experienced public speaker (ULI, ICSC, CRETech, etc.) who has published four books in five languages which have been printed worldwide. Amanda Parness has been a member of our board of directors since April 2021. In this role, she will advise the company from the consummation of the initial public offering through a special purpose acquisition. Ms. Parness has been a director of Fifth Wall Acquisition Corp. II since April 2021. In January 2020, Ms. Parness became CEO and Founder of Spring Advisory Services. From May 2019 to December 2019, Ms. Parness was Managing Director, Head of U.S. Private Equity Funds at Caisse de Depot et Investment du Quebec (CDPQ). From September 1998 to May 2019, Ms. Parness was a Managing Principal at GoldPoint Partners, New York Life Insurance Company s private equity subsidiary. Ms. Parness was a Financial Analyst in the Equity Research Group at Goldman Sachs & Co. from January 1994 to July 1996. Ms. Parness graduated from Barnard College at Columbia University in 1993 with a Bachelor of Arts in Economics and a Bachelor of Arts in English Literature, and in 1998 graduated with a Masters of Business Administration in Finance from Columbia Business School. Our management team will be supported by Fifth Wall s investment team and broader organization of more than 30 employees, based in Los Angeles, San Francisco, New York, and London. Fifth Wall s team TABLE OF CONTENTS has experience in some of the largest and most established real estate firms, private equity firms, consulting firms, and technology companies, providing a deep bench of sourcing, investment, structuring, and operational talent. Other key members of the Fifth Wall team that our management team expects to work with include: Jeremy Fox, who serves as a Partner at Fifth Wall, where he focuses on corporate partnerships and capital markets. Prior to joining Fifth Wall, Mr. Fox was Co-Head of Real Estate Gaming & Lodging Investment Banking at Credit Suisse. Previously, he was Head of US Equity Capital Markets at Deutsche Bank. Mr. Fox started his career at Ernst & Young, before joining Goldman Sachs, where he worked in Institutional Equity Sales. Mr. Fox graduated from Yeshiva University with a BS in Accounting. Brad Greiwe, who is a co-founder and Managing Partner at Fifth Wall. Prior to starting Fifth Wall, Mr. Greiwe co-founded Invitation Homes Inc. (NYSE: INVH). Mr. Greiwe started his career in investment banking at UBS Group AG in the real estate, lodging, and leisure group. He then worked in real estate private equity at Tishman Speyer Properties and Starwood Capital Group. Mr. Greiwe graduated from Harvard University, where he received his BA in economics. Vik Chawla, who serves as Partner on the Real Estate Technology Investment team at Fifth Wall, where he focuses on technology and innovations within the homebuilding, retail, and industrial asset classes. Previously, Mr. Chawla was an Investment Associate at Echelon Asset Management. He began his career at The Blackstone Group Inc., where he worked on advisory transactions spanning the energy, real estate, and financial services industries. Mr. Chawla graduated from the University of Pennsylvania s Wharton School, where he received his BS in economics with concentrations in finance and statistics and a minor in mathematics. Dan Wenhold, who serves as Partner on the Real Estate Technology Investment team at Fifth Wall, where he focuses on emerging software and marketplace companies. Prior to joining Fifth Wall, he was the first employee and Director of Retail at The Black Tux, an omnichannel menswear brand. Prior to The Black Tux, he was a member of the investment team at Battery Ventures L.P. Mr. Wenhold started his career as a financial analyst at Robert W.Baird & Co. Incorporated. Mr. Wenhold graduated from the University of Illinois with a degree in finance. Kevin Campos, who serves as Partner on the Retail & Consumer Investment team at Fifth Wall, where he oversees the team s operations and leads investments in omnichannel retail brands and technologies. Prior to joining Fifth Wall, Mr. Campos was the Chief Retail Officer for Combatant Gentlemen, Inc., a digitally native menswear brand. He also was a member of the retail team at Golden Gate Capital, a private equity firm. He started his career at Bain & Company as a strategy consultant advising technology, media, and investment fund clients. Mr. Campos graduated from Princeton University with a BA from the Princeton School of Public and International Affairs. Joelle Khoury, who serves as Partner and General Counsel at Fifth Wall. Prior to joining Fifth Wall, Ms. Khoury worked as Vice President, Business and Legal Affairs at Saban Capital Group. Prior to joining Saban Capital Group, Inc., she was an Associate at both Gibson Dunn & Crutcher LLP and Cooley LLP, where she specialized in corporate transactions in the media, entertainment and technology industries. Ms. Khoury received her BA in Political Science from University of California, San Diego and then received her JD and LLM from Duke Law School. G. M. Nicholas Vik, who serves as Vice President of Strategy & Operations at Fifth Wall, where he leads business operations and strategic initiatives across the firm. Prior to joining Fifth Wall, Mr. Vik was Director of Strategy & Finance and a member of the founding team at Renew Health, a healthcare startup founded in partnership with Venrock. Previously, he served as a member of the Revenue Strategy team at Snap Inc. (NYSE: SNAP). Mr. Vik started his career at Cambridge Associates, where he advised institutions on venture capital and private equity investment strategies, before joining ICONIQ Capital, a multifamily office and investment firm. Mr. Vik graduated from Tufts University where he received a BA in International Relations. Initial Business Combination Nasdaq rules and our amended and restated memorandum and articles of association require that we complete one or more business combinations having an aggregate fair market value of at least 80% of the TABLE OF CONTENTS assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (FINRA), or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholders approval, as applicable. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Fifth Wall or our sponsor, founders, officers, or directors, or a company in which any of the foregoing may have a direct or indirect interest. In the event we seek to complete our initial business combination with a company that is affiliated with Fifth Wall, our sponsor or any of our founders, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or appraisal firm that such initial business combination or transaction is fair to our company from a financial point of view. Affiliates of Fifth Wall, Founder Investor and members of our board of directors will directly or indirectly own founder shares and private placement shares following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. Founder Investor, together with its affiliates, is an active investor and may present similar conflicts of interest. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business for the Company nor have they had any substantive discussions regarding possible target businesses for the Company among themselves or with our underwriters or other advisors. Fifth Wall is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not TABLE OF CONTENTS (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our company and we will not consider a business combination with any company identified to Fifth Wall at any time as a suitable acquisition candidate for it, unless Fifth Wall, in its sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity, in each case, in accordance with any legal obligations of Fifth Wall and Fifth Wall s applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to select or locate any such acquisition candidate. Fifth Wall currently manages multiple investment vehicles and may raise additional funds successor funds or other investment vehicles or accounts in the future, which may be during the period in which we are seeking our initial business combination. Such Fifth Wall investment entities may be seeking investments or acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. In addition, Fifth Wall and its Affiliates and our officers and directors have previously sponsored and formed and become officers or directors of, and in the future may sponsor or form or become officers or directors of, other special purpose acquisition companies similar to ours (including sponsors and special purpose acquisition companies that are not Affiliates of Fifth Wall), or may pursue other business or investment ventures, including without limitation forming investment funds or other vehicles, whose strategies may conflict with or otherwise be competitive with us during the period in which we are seeking an initial business combination. For example, Affiliates of Fifth Wall are currently sponsoring two other special purpose acquisition companies, Fifth Wall Acquisition Corp. I and Fifth Wall Acquisition Corp. II. Although we intend to focus on industries both inside and outside of the United States, Fifth Wall Acquisition Corp. I (if it does not successfully close its business combination with SmartRent) and Fifth Wall Acquisition Corp. II are also pursuing an acquisition opportunity in any business, industry, sector or geographical location with a focus on Built World . Mr. Wallace, our Chairman of the Board and Chief Executive Officer, is the Chairman of the Board and Chief Executive Officer of Fifth Wall Acquisition Corp. I and Fifth Wall Acquisition Corp. II and Mr. Mykhaylovskyy, our Chief Financial Officer and director, is the Chief Financial Officer and director of Fifth Wall Acquisition Corp. I and the Chief Financial Officer of Fifth Wall Acquisition Corp. II. Our other directors, Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis and Amanda Parness are also directors of Fifth Wall Acquisition Corp. II. Alana Beard is also a director of Fifth Wall Acquisition Corp. I. As a result, while we currently do not have any specific business combination under consideration and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target, any such other special purpose acquisition companies, businesses or investments, including without limitation investment funds or other vehicles, with which Fifth Wall and its Affiliates, and our officers and directors are involved, may present additional conflicts of interest in pursuing an initial business combination. Fifth Wall and each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations to other entities pursuant to which Fifth Wall or such persons is or will be required to present a business combination opportunity. Accordingly, if Fifth Wall or any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which Fifth Wall or such person has then-current fiduciary, contractual or other obligations to present such opportunity to such entity (including Fifth Wall Acquisition Corp. I, if it does not successfully close its business combination with SmartRent, and Fifth Wall Acquisition Corp. II), Fifth Wall or such person will honor such fiduciary, contractual or other obligations to present such opportunity to such entity first, in which case such opportunity may not be made available to us, and Fifth Wall or such person will only present such opportunity to us if such other entity rejects the opportunity and consummating the transaction would not violate any restrictive covenants or other legal obligations to which such officers and directors are subject, including their fiduciary duties under Cayman Islands law. If any officer or director serving Fifth Wall Acquisition Corp. II or Fifth Wall Acquisition Corp. III becomes aware of a business combination opportunity with a proptech company serving the residential real estate industry (and no other parties to which such officers or directors may owe any fiduciary, contractual or other obligations, including TABLE OF CONTENTS in the case of officers and directors associated or affiliated with Fifth Wall, Fifth Wall, wish to pursue such opportunity), such officers and directors will present the opportunity to Fifth Wall Acquisition Corp. II. In all other cases, the opportunity will be first presented to Fifth Wall Acquisition Corp. III. Further, Fifth Wall and each of our officers and directors have duties and obligations with respect to confidentiality to other entities and may in the future agree to additional such duties or obligations, which may prevent Fifth Wall and such officers and directors from disclosing such information to us. Fifth Wall and our officers and directors will comply with such duties and obligations of confidentiality to such other entities, in which case, we may not have access to such information. In addition, we may, at our option, pursue an Affiliated Joint Acquisition opportunity with an entity to which Fifth Wall or an officer or director currently has, or may in the future have, a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the business combination by making a specified future issuance to any such entity. Any such business combination may require additional consents from third parties outside the control of our directors, officers or Fifth Wall, including any such business combination that requires the consent of the limited partner advisory committee of one or more investment funds managed or advised by Fifth Wall. We may be prevented from pursuing an Affiliated Joint Acquisition or other similar business combination if such consents are not obtained. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. In addition, Fifth Wall, our founders, officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our founders, officers and directors have, and will have in the future, time and attention requirements for current and future businesses, including investment funds, accounts, co-investment vehicles and other entities managed by Fifth Wall. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, such businesses, investments funds, accounts, co-investment vehicles and other entities managed by Fifth Wall (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer investment or acquisition opportunities to such investment funds, accounts, co-investment vehicles and other entities), Fifth Wall, its affiliates and our founders, officers and directors may (i) resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual, and other duties, and there can be no assurance that such conflict of interest will be resolved in our favor or (ii) delay or ultimately prevent the identification of a business combination candidate that has caused such conflict of interest. Any past experience and performance of Fifth Wall or our management team is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial business combination; or (2) of any results with respect to any initial business combination we may consummate. You should not rely on the historical record of Fifth Wall or our management team s performance as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. An investment in us is not an investment in Fifth Wall. Our officers, directors and Fifth Wall have had limited experience with a blank check company or special purpose acquisition company in the past. Unlike many other special purpose acquisition companies, we are not offering any warrants to prospective investors in this offering. Corporate Information Our executive offices are located at 6060 Center Drive, 10th Floor, Los Angeles, California 90045. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the TABLE OF CONTENTS undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. TABLE OF CONTENTS THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 25,000,000 Class A ordinary shares (or 28,750,000 Class A ordinary shares if the underwriters over-allotment option is exercised in full)), at $10.00 per ordinary share. Nasdaq symbols Class A ordinary shares: FWAC Number outstanding before this offering 6,250,000(2)(3) Number outstanding after this offering 32,107,000(1)(2) (4) (5) Founder shares On February 24, 2021, we issued to our sponsor 4,312,500 founder shares in exchange for a payment or payment of expenses of $25,000, to cover for certain expenses and offering costs on behalf of us. In April 2021, the Company effected a share capitalization for Class B ordinary shares, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding and an aggregate purchase price of approximately $0.003 per ordinary share. All shares and associated amounts have been restated to reflect the share capitalization. Our sponsor will transfer 30,000 founder shares to each of Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis and Amanda Parness. Such transferred shares will not be subject to forfeiture in the event the underwriters over-allotment option is not exercised. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per-share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our (1) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (2) Excludes an aggregate of up to 937,500 Class B ordinary shares held by our sponsor that are subject to forfeiture if the underwriters over-allotment option is not exercised in full. (3) Assumes no exercise of the underwriters over-allotment option (excluding the private placement shares), and the corresponding forfeiture of 937,500 founder shares. (4) Assumes no exercise of the underwriters over-allotment option and includes 25,000,000 public shares, 857,000 private shares and 6,250,000 founder shares, assuming 937,500 founder shares have been forfeited. (5) Unlike other special purpose acquisition companies, we are not offering any warrants to prospective investors in this offering. TABLE OF CONTENTS sponsor (and its permitted transferees), on an as-converted basis, at 20% of our issued and outstanding Class A ordinary shares upon the consummation of this offering. Up to 937,500 of the founder shares held by our sponsor (excluding the private placement shares) will be forfeited depending on the extent to which the underwriters over-allotment option is not exercised. The founder shares are identical to the Class A ordinary shares being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and our directors and executive officers have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and (ii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor and our directors and executive officers have also agreed (A) that they will not propose any amendment to our amended and restated memorandum and articles of association that would modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their shares and (B) to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. However, if our sponsor, directors or executive officers acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. If we submit our initial business combination to our public shareholders for a vote, our sponsor and our directors and executive officers have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our founder shares and private placement shares, we would need 8,946,501, or 35.8%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). The other members of our management team have entered into agreements similar to the one entered into by our sponsor with respect to any public shares acquired by them in or after this offering; the founder shares are entitled to registration rights; and the founder shares will be automatically convertible into our Class A ordinary shares at the time of our initial business TABLE OF CONTENTS combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. . Transfer restrictions on founder shares Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property or (y) if the closing price of our ordinary shares equals or exceeds $12.00 per ordinary share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis (subject to adjustment for share sub-division, share dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the business combination, including pursuant to a specified future issuance, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless our sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon completion of this offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the business combination (after giving effect to any redemptions of Class A ordinary shares by public shareholders) (excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in the business combination, the private placement shares, and any private placement shares issued to our sponsor, officers or directors upon conversion of working capital loans). Voting rights With respect to all matters submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Our amended and restated memorandum and articles of association provides that our board of directors will be divided into three TABLE OF CONTENTS classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. Private placement shares Our sponsor has committed, pursuant to a written agreement, to purchase 857,000 private placement shares (or 932,000 private placement shares if the underwriters over-allotment option is exercised in full), at a price of $10.00 per ordinary share in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $8,570,000 (or $9,320,000 if the underwriters over-allotment option is exercised in full). The private placement shares are identical to the Class A ordinary shares sold in this offering, subject to certain limited exceptions as described in this prospectus. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement shares be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement shares described in this prospectus, $250,000,000, or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per ordinary share in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and $2,570,000 will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $8,750,000 (or $10,062,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except for the withdrawal of interest income to pay our income taxes, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, provides that none of the funds held in the trust account will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to consummate an initial business combination within 24 months from the closing of this offering, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest income to pay our income taxes and/or to redeem our public shares in connection with an amendment to our TABLE OF CONTENTS amended and restated memorandum and articles of association, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $250,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $2,570,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement shares, at a price of $10.00 per ordinary share, at the option of the lender. Conditions to completing our initial business combination Nasdaq rules and our amended and restated memorandum and articles of association require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or appraisal firm. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in TABLE OF CONTENTS the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of seeking shareholder approval or conducting a tender offer, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial shareholders, directors, executive officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, our sponsor, directors, executive officers, advisors or their affiliates have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares in such transactions. If our sponsor, directors, executive officers, advisors or their affiliates engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases of Our Securities for a description of how our sponsor, directors, executive officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain TABLE OF CONTENTS amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public ordinary share. The per ordinary share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our private placement shares. Our sponsor and our directors and executive officers have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Limitations on redemptions Our amended and restated memorandum and articles of association provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. TABLE OF CONTENTS Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company and any transactions where we issue more than 20% of our outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and our directors and executive officers have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our founder shares and private placement shares, we would need 8,946,501, or 35.8%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). The other members of our management team have entered into agreements similar to the one entered into by our sponsor with respect to any public shares acquired by them in or after this offering. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association requires that at least ten days notice be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: TABLE OF CONTENTS conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold a shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our public shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target TABLE OF CONTENTS that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association provides that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we are unable to consummate an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our sponsor has entered into an agreement with us, pursuant to which it has agreed to (i) waive its redemption rights with respect to its founder shares and (ii) waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor and our directors and TABLE OF CONTENTS executive officers have also agreed (A) that they will not propose any amendment to our amended and restated memorandum and articles of association that would modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their shares and (B) to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. However, if our sponsor or members of our management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated memorandum and articles of association and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not consummate an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer and director, or any other person. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the TABLE OF CONTENTS consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement shares held in the trust account prior to the completion of our initial business combination. repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; payment of up to $17,500 per month, for up to 24 months, for office space and professional, secretarial, administrative and support services; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into shares of the post business combination entity at a price of $10.00 per ordinary share at the option of the lender. The shares would be identical to the private placement shares. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering held outside the trust account or from loans made to us by our sponsor or (ii) in connection with or after the consummation of our initial business combination. Audit committee We have established and will maintain an audit committee, which is composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest Fifth Wall engages in a range of business activities, including managing or advising several investment funds, investment vehicles or other accounts, and providing certain consulting services to TABLE OF CONTENTS third-party client, including third-parties engaged in industries in which we may pursue an initial business acquisition. Further, Fifth Wall and each of our officers and directors currently engage in, and may in the future engage in, additional or other businesses from time to time, including managing additional investment vehicles, including vehicles that may compete with us for investment or acquisition opportunities or that may compete in industries or markets with potential targets for our initial business acquisition. Fifth Wall, our officers and directors and their respective Affiliates and portfolio companies, currently compete with us, and may compete with us, for investment or acquisition opportunities. If these entities or persons decide to pursue any such opportunity, we may be precluded from procuring such opportunities in Fifth Wall s or such person s sole discretion in accordance with any legal obligation of Fifth Wall or such other person and their respective existing and future policies and procedures. In addition, investment ideas generated within Fifth Wall may be suitable for both us and for current or future Fifth Wall investment funds, investment vehicles, accounts or clients and may be directed to such Fifth Wall funds, vehicles, accounts or clients rather than to us. None of Fifth Wall, nor members of our management team or directors who are also employed by, or otherwise provides services to, Fifth Wall or its current or future affiliates or portfolio companies have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such person solely in his or her capacity as an officer or director of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Fifth Wall, our management team and our directors, in their capacities as employees, managers or members of Fifth Wall or in their other endeavors, are required to present certain potential business combinations to other entities before they present such opportunities to us. Each such person presently has, and any of them in the future may have, additional, fiduciary, contractual or other obligations to another entity, including private funds under the management of Fifth Wall and their respective portfolio companies, pursuant to which such member of our management team is or will be required to present a business combination opportunity to such entity. In addition, existing and future Fifth Wall funds, investment vehicles, accounts or clients and their respective portfolio companies may compete with us for business combination opportunities and, if such opportunities are pursued by such entities, we may be precluded from pursuing such opportunities. Accordingly, if any such person becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary, contractual or other obligations (including Fifth Wall Acquisition Corp. I, if it does not successfully close its business combination with SmartRent, and Fifth Wall Acquisition Corp. II), he or she will honor his or her fiduciary, contractual or other obligations to present such business combination opportunity to such entity first, in which case such opportunity may not be made available to us, and Fifth Wall or such person will only present such opportunity to us if such other entity TABLE OF CONTENTS rejects the opportunity and consummating the transaction would not violate any restrictive covenants or other legal obligations to which such officers and directors are subject, including their fiduciary duties under Cayman Islands law. If any officer or director serving Fifth Wall Acquisition Corp. II or Fifth Wall Acquisition Corp. III becomes aware of a business combination opportunity with a proptech company serving the residential real estate industry (and no other parties to which such officers or directors may owe any fiduciary, contractual or other obligations, including in the case of officers and directors associated or affiliated with Fifth Wall, Fifth Wall, wish to pursue such opportunity), such officers and directors will present the opportunity to Fifth Wall Acquisition Corp. II. In all other cases, the opportunity will be first presented to Fifth Wall Acquisition Corp. III. In addition, Fifth Wall and its Affiliates and our officers and directors have previously sponsored and formed and become officers or directors of, and in the future may sponsor or form or become officers or directors of, other special purpose acquisition companies similar to ours (including sponsors and special purpose acquisition companies that are not Affiliates of Fifth Wall), or may pursue other business or investment ventures, including without limitation forming investment funds or other vehicles, whose strategies may conflict with or otherwise be competitive with us during the period in which we are seeking an initial business combination. For example, Affiliates of Fifth Wall are currently sponsoring two other special purpose acquisition companies, Fifth Wall Acquisition Corp. I and Fifth Wall Acquisition Corp. II. Although we intend to focus on industries both inside and outside of the United States, Fifth Wall Acquisition Corp. I and Fifth Wall Acquisition Corp. II are also pursuing an acquisition opportunity in any business, industry, sector or geographical location with a focus on Built World . Mr. Wallace, our Chairman of the Board and Chief Executive Officer, is the Chairman of the Board and Chief Executive Officer of Fifth Wall Acquisition Corp. I (if it does not successfully close its business combination with SmartRent) and Fifth Wall Acquisition Corp. II and Mr. Mykhaylovskyy, our Chief Financial Officer and director, is the Chief Financial Officer and director of Fifth Wall Acquisition Corp. I and Chief Financial Officer of Fifth Wall Acquisition Corp. II. Our other directors, Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis and Amanda Parness are also directors of Fifth Wall Acquisition Corp. II. Alana Beard is also a director of Fifth Wall Acquisition Corp. I. As a result, while we currently do not have any specific business combination under consideration and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target, any such other special purpose acquisition companies, businesses or investments, including without limitation investment funds or other vehicles, with which Fifth Wall and its Affiliates, and our officers and directors are involved, may present additional conflicts of interest in pursuing an initial business combination. Founder Investor, together with its affiliates, is an active investor and may present similar conflicts of interest. Notwithstanding the foregoing, we may pursue an Affiliated Joint Acquisition opportunity with one or more affiliates of Fifth Wall and/or investors. Such entities may co-invest with us in the target TABLE OF CONTENTS business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entities a class of equity or equity-linked securities. Any Affiliated Joint Acquisition alongside a Fifth Wall investment fund, investment vehicle, account or other client may also require the consent of some or all investors in such fund, vehicle, account or client, and our ability to complete any Affiliated Joint Acquisition would be subject to any such consent. Any such business combination may require additional consents from third parties outside the control of our directors, officers or Fifth Wall, including any such business combination that requires the consent of the limited partner advisory committee of one or more investment funds managed or advised by Fifth Wall. We may be prevented from pursuing an Affiliated Joint Acquisition or other similar business combination if such consents are not obtained. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. TABLE OF CONTENTS RISKS We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination (at the earliest), we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. You should read and carefully consider these risks, together with the risks set forth under the section entitled Risk Factors and all of the other information in this prospectus, including the financial statements and the related notes included elsewhere in this prospectus, before deciding whether to invest in our ordinary shares. If any of the risks discussed in this prospectus actually occur, our business, financial condition or operating results could be materially and adversely affected. In particular, our risks include, but are not limited to, the following: We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by Fifth Wall, including our management team, may not be indicative of future performance of an investment in us. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent COVID 19 coronavirus pandemic and the status of debt and equity markets. The requirement that the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding any taxes payable) at the time of the execution of a definitive agreement for our initial business combination may limit the type and number of companies with which we may complete such a business combination. Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may consummate our initial business combination even though a majority of our public shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholders approval of our initial business combination, our sponsor has agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into our initial business combination with a target. The ability of a large number of our shareholders to exercise redemption rights may not allow us to consummate the most desirable business combination or optimize our capital structure. The requirement that we maintain a minimum net worth or retain a certain amount of cash could increase the probability that we cannot consummate our business combination and that you would have to wait for liquidation in order to redeem your shares. The requirement that we complete our initial business combination within 24 months from the closing of this offering may give potential target businesses leverage over us in negotiating our initial business combination. We may not be able to consummate our initial business combination within the required time period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. TABLE OF CONTENTS If we seek shareholder approval of our business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from shareholders, in which case they may influence a vote in favor of a proposed business combination that you do not support. Purchases of ordinary shares in the open market or in privately negotiated transactions by our sponsor, directors, officers, advisors or their affiliates may make it difficult for us to maintain the listing of our shares on a national securities exchange following the consummation of an initial business combination. If a shareholders fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not be entitled to protections normally afforded to investors of many other blank check companies. If we seek shareholder approval of our business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of shareholders are deemed to hold in excess of 15% of our ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our ordinary shares. If the net proceeds of this offering not being held in the trust account are insufficient to allow us to operate for at least the next 24 months, we may be unable to complete our initial business combination. Unlike some other similarly structured special purpose acquisition companies, our sponsor will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination. Our executive officers and directors will allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Fifth Wall and each of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or existing holders which may raise potential conflicts of interest. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/BEPJ_brookfield_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/BEPJ_brookfield_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e487285db75b0699944ae3728329169696f80ae3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/BEPJ_brookfield_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights selected information contained elsewhere in this prospectus regarding us and the securities offered hereby; for additional information regarding BEP and BEP units, see the documents incorporated herein by reference. This summary does not contain all of the information you should know about our group, the BEPC exchangeable shares and the BEP units. You should read this entire prospectus carefully, especially the Risk Factors section and the more detailed information and financial data and statements contained elsewhere in this prospectus and incorporated herein by reference. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See Special Note Regarding Forward-Looking Statements for more information and see Glossary for the definitions of the various defined terms used throughout this prospectus. The Business Our company is a Canadian corporation incorporated on September 9, 2019 under the laws of British Columbia. Our company was established by the partnership to be an alternative investment vehicle for investors who prefer owning securities through a corporate structure. While our operations are primarily located in the United States, Brazil, Colombia, and Europe, shareholders will, on economic terms, have exposure to all regions BEP operates in as a result of the exchange feature attaching to the BEPC exchangeable shares. Our BEPC exchangeable shares are structured with the intention of being economically equivalent to the BEP units. We believe economic equivalence is achieved through identical dividends and distributions on the BEPC exchangeable shares and the BEP units and each BEPC exchangeable share being exchangeable at the option of the holder for one BEP unit at any time. Given the economic equivalence, we expect that the market price of the BEPC exchangeable shares will be impacted by the market price of the BEP units and the combined business performance of our company and our group as a whole. Our company s current operations consist of approximately 12,812 MW of installed hydroelectric, wind, solar, storage and ancillary capacity across Brazil, Colombia, the United States and Europe, which capacity excludes a 10% interest of LATAM Holdco that is retained by the partnership. We also currently own approximately 1,800 MW of solar assets that are under development in Brazil. We intend to generate a stable, predictable cash flow profile sourced from a portfolio of low operating cost, hydroelectric, wind and solar assets that sell electricity under contracts with creditworthy counterparties. As a controlled subsidiary of the partnership, an integral part of our strategy is to participate along with institutional investors in Brookfield-sponsored funds, consortia, joint ventures and other arrangements, that target acquisitions that suit our company s profile. Our company, our subsidiaries and the partnership target a total return of 12% to 15% per annum on the renewable assets that they own, measured over the long term. Our group intends to generate this return from the in-place cash flows from our operations plus growth through investments in upgrades and expansions of our asset base, as well as acquisitions. The partnership determines its distributions based primarily on an assessment of our operating performance. Our group uses FFO to assess operating performance and can be used on a per unit basis as a proxy for future distribution growth over the long-term. Current Operations Brazil Including all technologies, our company owns facilities with a total capacity of 1,565 MW located in 12 Brazilian states, representing approximately 74% of the country s population. Table of Contents The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted. Subject to Completion, dated February 8, 2021 Brookfield Renewable Corporation Brookfield Renewable Partners L.P. 15,000,000 Class A Exchangeable Subordinate Voting Shares of Brookfield Renewable Corporation Up to 15,000,000 Limited Partnership Units of Brookfield Renewable Partners L.P. (issuable or deliverable upon exchange, redemption or acquisition of Class A Exchangeable Subordinate Voting Shares) The selling shareholders named in this prospectus (the selling shareholders ) are offering an aggregate of 15,000,000 class A exchangeable subordinate voting shares (the BEPC exchangeable shares ) of Brookfield Renewable Corporation ( BEPC ) at $ per BEPC exchangeable share (the Offering Price ). Each BEPC exchangeable share is exchangeable at the option of the holder for one limited partnership unit (each, a BEP unit ) of Brookfield Renewable Partners L.P. ( BEP ) (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of BEPC), as described in this prospectus. No BEPC exchangeable shares are being registered hereunder for sale by BEPC. BEPC will not receive any proceeds from the sale of the BEPC exchangeable shares by the selling shareholders. All net proceeds from the sale of the BEPC exchangeable shares covered by this prospectus will go to the selling shareholders. See Use of Proceeds. Brookfield Asset Management Inc. ( BAM ) indirectly owns all of the voting securities of the selling shareholders. This prospectus also relates to up to 15,000,000 BEP units that may be issued by BEP or delivered by BEPC or BAM upon any exchange, redemption or acquisition of the BEPC exchangeable shares being sold in this offering (including, if applicable, in connection with liquidation, dissolution or winding up of BEPC). BEP has filed a registration statement on Form F-3 (File No. 333-237996), which was declared effective by the Securities and Exchange Commission on July 29, 2020, registering the issuance or delivery of BEP Units in connection with any such redemption, exchange or acquisition. The BEPC exchangeable shares are listed for trading under the symbol BEPC on the New York Stock Exchange (the NYSE ) and on the Toronto Stock Exchange (the TSX ). On February 5, 2021, the last reported sale prices of the BEPC exchangeable shares on the NYSE and the TSX were $56.50 and C$72.17, respectively, and the last reported sale prices of the BEP units on the NYSE and the TSX were $47.08 and C$60.09, respectively. Investing in the BEPC exchangeable shares involves risks. See Risk Factors beginning on page 27 of this prospectus. Per BEPC exchangeable share Total Price to the public $ $ Underwriting fee(1) $ $ Proceeds, before expenses(2), to the selling shareholders $ $ (1) See Underwriting for additional information regarding the underwriters compensation. (2) The expenses of this offering, not including the underwriters fees, are estimated to be $1.2 million and are payable by BEPC. (3) One of the selling shareholders has granted the underwriters the option (the Over-Allotment Option ) exercisable for 30 days after the closing date of this offering to purchase from such selling shareholder on the same terms as the other BEPC exchangeable shares offered hereby up to an aggregate of 2,250,000 additional BEPC exchangeable shares to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total price to the public will be $ , the underwriters fee will be $ and the net proceeds to the selling shareholders will be $ . This prospectus also qualifies the grant of the Over-Allotment Option and the distribution of the BEPC exchangeable shares issuable upon the exercise of the Over-Allotment Option. A purchaser who acquires BEPC exchangeable shares forming part of the over-allotment position acquires those BEPC exchangeable shares under this prospectus, regardless of whether the over-allotment position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the BEPC exchangeable shares, through the facilities of the Depository Trust Company (DTC) on or about , 2021. Joint Book-Running Managers Barclays J.P. Morgan Morgan Stanley Scotiabank Prospectus dated , 2021 Table of Contents NOTICE TO INVESTORS About this Prospectus This prospectus is part of a registration statement that BEP and BEPC filed with the Securities and Exchange Commission. You should read this prospectus and any documents incorporated by reference before you make any investment decision. Neither we nor the selling shareholders have authorized any other person to provide you with different or additional information other than that contained in this prospectus. We and the selling shareholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have changed since those dates. Information contained on, or accessible through, our website, https://bep.brookfield.com/bepc, and BEP s website, https://bep.brookfield.com, does not constitute part of this prospectus. The laws of certain jurisdictions may restrict the distribution of this prospectus and the offer and sale of our BEPC exchangeable shares. Persons into whose possession this prospectus or any BEPC exchangeable shares may come must inform themselves about, and observe, any such restrictions on the distribution of this prospectus and the offering and sale of BEPC exchangeable shares. In particular, there are restrictions on the distribution of this prospectus and the offer or sale of BEPC exchangeable shares in the United States and the European Economic Area. Neither we nor our representatives are making any representation to any offeree or any purchaser of BEPC exchangeable shares regarding the legality of any investment in BEPC exchangeable shares by such offeree or purchaser under applicable legal investment or similar laws or regulations. Accordingly, no BEPC exchangeable shares may be offered or sold, directly or indirectly, and neither this prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Meaning of Certain References Unless otherwise noted or the context otherwise requires, when used in this prospectus, the terms we , us , our, our company mean Brookfield Renewable Corporation together with all of its subsidiaries. Words importing the singular number include the plural, and vice versa, and words importing any gender include all genders. Certain capitalized terms and phrases used in this prospectus are defined in the Glossary . Table of Contents We generally focus on small hydroelectric power plants ( SHPPs ), a category of hydroelectric power plant with less than 30 MW of capacity. Of our company s concessions and authorizations, 51% have remaining terms of more than ten years. In the Brazilian electricity market, energy is typically sold under long-term contracts to either load-serving distribution companies in the regulated market or smaller free customers in the free customer market. Approximately 48% of our portfolio is with load-serving distribution companies in the regulated market and approximately 52% are with free customers in the free customer market. Since 2021, free customers whose load is between 0.5 MW and 1.5 MW can only buy power from renewable sources. Our Brazilian portfolio has a weighted average (based on MW) remaining contract term of approximately eight years. Market Opportunity With the world s sixth-largest population and eighth-largest economy, Brazil retains strong long-term growth potential despite near-term economic challenges. Electricity consumption has sustained an average annual growth rate of approximately 3.1% over the last 30 years, a trend which is likely to continue in the long-term given that per capita consumption is still less than one-fifth of per capita consumption in the United States. By 2029, Brazil s energy planning agency projects that around 75,500 MW of new supply will be needed, while only approximately 14,000 MW of capacity is already contracted. Accordingly, our company expects Brazil will require over 6,000 MW of new supply annually to meet growing demand. In line with the government s ten-year planning projections, the renewable power industry is growing, notably wind power and solar. Brazil has approximately 16,445 MW of installed wind capacity, with 9,871 MW under development. Solar PV power generation is also being developed and while current installed solar PV capacity is relatively small (3,047 MW), there are approximately 13,897 MW of solar PV capacity under development in Brazil. We believe there are two additional aspects of the Brazilian market that make our business compelling. First, the majority of our hydroelectric facilities participate in the hydrological balancing pool administered by the government of Brazil, or the MRE, which significantly reduces the impact of variations in hydrology on our cash flows. Second, SHPPs operate in a segment of the market that benefits from certain preferred economic and regulatory rights. Customers that purchase power from these plants benefit from a special discount for the use of the distribution system which, in turn, enables generators like our company, since 54% of our portfolio is contracted with final consumers, to capture a portion of this discount through higher prices to end-user customers. Colombia Brookfield Renewable, together with its institutional partners, acquired Isagen in January 2016, which marked their entry into the Colombian market. A subsidiary of our company is the general partner of and controls the partnership that holds the consortium s investment in Isagen. The Brookfield Renewable consortium s current interest in Isagen is 99.63% with our company s share being approximately 24.08%. Our company s 24.08% interest is held through BRE Colombia Holdings Limited and BRE Colombia Co Invest I L.P., which are subsidiaries of our company, and through an investment in Brookfield Infrastructure Fund III. Brookfield Infrastructure Fund III holds an additional 22.95% interest, and the Brookfield Renewable consortium s remaining 52.59% interest is held by third party co-investors. Public shareholders hold a 0.37% interest. The consortium holds its interest in Isagen through an entity ( Hydro Holdings ), which is entitled to appoint a majority of the board of directors of Isagen. The general partner of Hydro Holdings is a controlled subsidiary of our company. We are entitled to appoint a majority of Hydro Holdings board of directors, provided that BAM and its subsidiaries (including Brookfield Renewable) collectively are (i) the largest holder of Hydro Holdings limited partnership interests, and (ii) hold over 30% of Hydro Holdings limited partnership interests. BAM and its subsidiaries (including our group) currently meet such ownership test. Table of Contents GLOSSARY BAM means Brookfield Asset Management Inc.; BCBCA means the Business Corporations Act (British Columbia); BEP means Brookfield Renewable Partners L.P.; BEPC means Brookfield Renewable Corporation; BEPC articles means the notice of articles and articles of BEPC; BEPC audit committee means the audit committee of the BEPC board, as further described under BEPC Governance Corporate Governance Disclosure Committees of the Board of Directors BEPC Audit Committee ; BEPC board or our board of directors means the board of directors of BEPC; BEPC class B shares means the class B multiple voting shares in the capital of BEPC, as further described under Description of BEPC Share Capital BEPC Class B Shares , and BEPC class B share means any one of them; BEPC class C shares means the class C non-voting shares in the capital of BEPC, as further described under Description of BEPC Share Capital BEPC Class C Shares , and BEPC class C share means any one of them; BEPC committees means the BEPC audit committee and the BEPC nominating and governance committee; BEPC exchangeable shares means the class A exchangeable subordinate voting shares in the capital of BEPC, as further described under Description of BEPC s Share Capital BEPC Exchangeable Shares , and BEPC exchangeable share means any one of them; BEPC nominating and governance committee means the nominating and governance committee of the BEPC board, as further described under BEPC Governance Corporate Governance Disclosure Committees of the Board of Directors BEPC Nominating and Governance Committee ; BEPC notice has the meaning ascribed thereto under Relationship with Brookfield Rights Agreement Satisfaction of Secondary Exchange Rights ; BEPC pre-approval policy means the written policy on auditor independence of the BEPC board; BEPC preferred shares has the meaning ascribed thereto under Description of BEPC Share Capital ; BEPC Voting Agreements has the meaning ascribed thereto under BEPC Relationship with the Partnership BEPC Voting Agreements ; BEP s Annual Report means BEP s annual report on Form 20-F for the fiscal year ended December 31, 2019, as amended (filed in Canada with the Canadian securities regulatory authorities in lieu of an annual information form), which includes BEP s audited consolidated statements of financial position as of December 31, 2019 and December 31, 2018, and the related consolidated statements of income, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, Table of Contents Isagen is Colombia s third-largest power generation company and owns and operates a 3,032 MW portfolio. This portfolio accounts for approximately 18% of Colombia s installed generating capacity and consists of six, largely reservoir-based, hydroelectric facilities and a 300 MW cogeneration plant. The hydroelectric assets include the largest reservoir by volume in Colombia and are collectively able to store approximately 26% of their annualized long-term average generation. Isagen s portfolio also includes approximately 500 MW of medium to long-term hydro and wind development projects. Isagen owns all of its power generating assets in perpetuity and currently holds requisite water usage and other rights in respect of each of its assets. In Colombia, revenues are typically secured through one to five-year bilateral contracts with local distribution companies in the regulated market , and with large industrial users in the unregulated market. Isagen s current long-term contracts average term is four years. These contracts reduce the exposure of both suppliers and end-users to price volatility in the spot market by fixing the price payable for given amount of committed energy. Isagen s 2020 revenues were approximately 70% contracted. Market Opportunity Colombia is an investment-grade rated country based on ratings from multiple agencies. Real gross domestic product has grown at an average rate of approximately 4% per year, while growth in demand for electricity has averaged just under 3%. Over the long-term, our company and the partnership anticipate that electricity demand growth will be approximately 2.5% per year, reflecting the partnership s long-term view of gross domestic product growth and a view that per capita power consumption will converge with neighboring countries. Power consumption of approximately 1,300 kWh per year in Colombia is well below that of most regional peers and only 10% of that in the United States. As peak demand in Colombia is approximately 10 GW, with estimated growth at 2.5%, there will be approximately 250 MW of additional demand each year, which would require an additional 400 MW of generating capacity to maintain adequate reserves. As of December 31, 2020, Colombia had total installed capacity of over 17 GW with hydro accounting for almost 70% of the supply mix and the remainder being supplied by natural gas, coal, and diesel. Our company expects that meeting Colombia s growing demand for firm energy will become more difficult over time as the recent problems with the construction and operation of the dam near Ituango has made large-scale hydro development more challenging (despite significant untapped hydro resources) and natural gas imports are increasingly required to meet domestic needs due to falling natural gas production in Colombia. We believe we will be able to leverage our company s underlying hydro business to help the country meet its energy needs by extending the duration of contracts with customers and participating in opportunistic development projects. Europe Our Spanish business has 539 MW of wind projects, 350 MW of concentrated solar power ( CSP ) projects and 49 MW of conventional solar PV projects. The principal revenues generated by our Spanish business s wind and solar assets are received pursuant to a regulated return that is set by Spanish legislation. All of our assets in Spain are entitled to a regulated rate of 7.39% through December 31, 2031, except for 44 MW of solar assets and 100 MW of CSP assets, each of which are entitled to a regulated return rate of 7.09% through December 31, 2025. The regulated return rate is set every six years. Our European business also includes a 144 MW wind portfolio in Portugal and 10 MW of solar projects in England. In Portugal, our assets benefit from feed-in tariff contracts that fix payment terms for the duration of our PPAs. Incentives are also in place for repowering existing capacity at a lower rate. Table of Contents 2019, together with the reports thereon of the independent registered public accounting firm and management s discussion and analysis of BEP as of December 31, 2019 and 2018 and for each of the three years in the period ended December 31, 2019 (excluding the audited financial statements of TerraForm Power and with Items 3A, 5, 18 of BEP s Annual Report updated by Exhibits 99.1, 99.2 and 99.3 of BEP s Current Report on Form 6-K filed with the SEC on November 23, 2020); BEP units means BEP s limited partnership units, and BEP unit means any one of them; BPUSHA means Brookfield Power US Holding America Co.; BRELP means Brookfield Renewable Energy L.P.; BRELP Class A Preferred Units means the Class A preferred partnership units of BRELP; Brookfield means BAM and its subsidiaries (other than entities in our group); Brookfield Accounts means Brookfield and/or other Brookfield-sponsored vehicles, consortiums and/or partnerships (including private funds, joint ventures and similar arrangements); Brookfield Personnel means the partners, members, shareholders, directors, officers and employees of Brookfield; Brookfield Relationship Agreement means the relationship agreement dated as of November 28, 2011, as amended from time to time, by, among others, BAM, BEP and BRELP; Brookfield Renewable or our group means BEP collectively with BRELP, the Holding Entities, BEPC, and the Operating Entities; Brookfield Trading Policy has the meaning ascribed thereto under BEPC Governance Corporate Governance Disclosure Personal Trading Policy ; BRPI means Brookfield Renewable Power Inc.; BRPPE means Brookfield Renewable Power Preferred Equity Inc.; Canada SubCo means BEP Subco Inc.; CDS means CDS Clearing and Depository Services Inc.; CEE Funds means the Germany based asset manager that holds renewable energy funds targeting low risk renewable investments, which is a portfolio company of Brookfield; chair means the chairperson of the BEPC board; Code means the U.S. Internal Revenue Code of 1986, as amended; collateral account means the non-interest-bearing trust account established by Brookfield or its affiliates to be administered by the rights agent; conflicts management policy has the meaning ascribed thereto under Relationship with Brookfield Conflicts of Interest and Fiduciary Duties ; CRA means the Canada Revenue Agency; Table of Contents Market Opportunity Europe is the largest renewable energy market in the world and a significant growth opportunity for Brookfield Renewable s business. Within the European Union, a population of approximately 500 million is served by a power system with a capacity of approximately 1,000 GW, generating approximately 3,000 TWh annually. Renewable generation technologies account for nearly half of total installed capacity, including approximately 160 GW of hydroelectric, 190 GW of wind and 120 GW of solar PV capacity. Brookfield Renewable s investment and growth strategy in Europe focuses on larger, low-sovereign risk markets that have both a record of reliable renewable policies and renewable assets with attractive long-term fundamental value and scarcity attributes. Spain and Portugal are among the largest renewable markets in Europe and these markets are expected to grow based on the National Energy and Climate plans submitted to the European Commission (NECP 2021-2030). Both markets have stable and favorable contractual frameworks for renewables. In the case of our Spanish assets, they benefit from a regulated asset-based regime by which our regulated assets receive an overall payment equivalent to all costs and initial investment plus a reasonable regulated return on investment (7.4% for most of our assets). Additionally, a significant part of this regulated payment is based on capacity, which provides significant certainty of cash flows to producers as market and volume risk are reduced. In the case of our Portuguese assets, they benefit from a feed-in-tariff ensuring generators are remunerated with a proper electricity price, indexed by inflation annually over a contract term of 15 years plus an extension of 7 years in a cap-and-flow system with reduced market risk given current electricity prices. Both governments are currently promoting new auction-based renewable support schemes, confirming their long-term commitment to renewable power. United States Our company is strategically focused on power markets in the Northeast, Mid-Atlantic and California, with operations in other Mid-Continent states, including Minnesota and Louisiana. The majority of our company s capacity in the United States is located in New York, Pennsylvania and New England. In New York, our company is one of the largest independent power producers with 74 hydroelectric facilities with an aggregate installed capacity of 714 MW. In Pennsylvania, our company has four hydroelectric facilities with an aggregate installed capacity of 747 MW. In New England, our company has 47 hydroelectric facilities and one pumped storage facility with an aggregate installed capacity of 1,273 MW. Brookfield Renewable s closing of the acquisition of TerraForm Power significantly expanded its wind and solar generation capacity in the United States. As a result, we now have a geographically diverse portfolio of wind projects located principally in California, Illinois, Texas and New York with an aggregate installed capacity of over 2,000 MW. We also have a sizable portfolio of solar assets both utility scale and distributed generation across the United States of 500 MW and 750 MW, respectively. In December 2020, we reached an agreement to further expand this portfolio through the acquisition of a distributed generation platform with 360 MWs of operating solar capacity across nearly 600 sites in the United States, including an over 700 MW development pipeline and a dedicated development and PPA origination team. We expect this transaction will enhance our position as an owner-operator of one of the largest commercial and industrial distributed generation portfolios in the United States. Through our subsidiary TerraForm Power, we also own 78 MW of wind assets and 68 MW of solar assets in Canada, 100 MW of solar assets in Chile and 95 MW of wind assets in Uruguay. Our company also owns one combined cycle, natural gas-fired facility in Syracuse, New York, which sells its power output on a merchant basis and is predominantly used at times of peak demand. A number of our company s U.S. hydroelectric assets have water storage reservoirs that can collectively store approximately 2,500 GWh, or approximately 21% of their annualized long-term average generation. Our company also benefits from a 50% joint-venture interest in a 600 MW hydroelectric pumped storage facility located in Massachusetts. Pumped storage is a form of hydroelectric power that allows energy to be stored by Table of Contents customary rates means the same or substantially similar services provided by Brookfield to one or more third parties; DTC means the Depository Trust Company; EDGAR means the Electronic Data Gathering, Analysis, and Retrieval system at www.sec.gov; Equity Commitment Agreement has the meaning ascribed thereto under BEPC Relationship with the Partnership Equity Commitment Agreement ; ESG means environmental, social and governance; Ethics code means the BEPC Code of Business Conduct and Ethics; Euro Holdco means Brookfield BRP Europe Holdings (Bermuda) Limited; Exchange Act means the Securities Exchange Act of 1934, as amended; FERC means the Federal Energy Regulatory Commission; FFO means Funds from Operations; Finco means Brookfield Renewable Partners ULC; forward-looking information has the meaning ascribed thereto under Special Note Regarding Forward-Looking Statements ; FPA means the Federal Power Act; Holding Entities means LATAM Holdco, NA Holdco, Euro Holdco, Investco and any other direct or indirect wholly-owned subsidiary of BRELP created or acquired after the date of BRELP s limited partnership agreement; Holdings IV means BEP Bermuda Holdings IV Limited; HSS&E has the meaning ascribed thereto under BEPC Business Environmental, Social and Governance Management ; Hydro Holdings means an entity that is entitled to appoint a majority of the board of directors of Isagen; IFRS means International Financial Reporting Standards as issued by the International Accounting Standards Board; Investco means Brookfield Renewable Investments Limited; investing affiliate has the meaning ascribed thereto under Relationship with Brookfield Conflicts of Interest and Fiduciary Duties Investments by the Investing Affiliate IRS means the Internal Revenue Service; Isagen means Isagen S.A. E.S.P.; LATAM Holdco means BRP Bermuda Holdings I Limited; Table of Contents pumping water up into a reservoir, and then producing power by releasing the water when power prices are higher. Our right to operate our hydroelectric facilities in the United States are secured primarily through long-term licenses from the Federal Energy Regulatory Commission ( FERC ), the federal agency that regulates the licensing of substantially all hydroelectric power plants in the United States. FERC has oversight of substantially all of our ongoing hydroelectric project operations, including dam safety inspections, environmental monitoring, compliance with license conditions, and the license renewal process. Our ability to sell power from certain of our generation facilities is also subject to the receipt and maintenance of certain approvals from FERC, including the authority to sell power at market-based rates. Market Opportunity Over the last decade, the United States has maintained consistent, broad-based policy momentum to transition the country s electricity production to cleaner generation and promote increased energy independence. The United States is the world s second largest wind market with approximately 98,000 MW of installed wind capacity as of 2018. One of the most significant drivers of renewable power growth in the United States has been the adoption of renewable portfolio standards targets in 29 states and the District of Columbia, with renewable mandates set to as high as 75% of the total supply mix by 2032 and a target of 100% carbon-free energy by 2045. In addition, growth has been driven by various government incentive programs and Fortune 100 companies supporting investment in new renewables. The U.S. markets in which our company focuses cover approximately 70% of the U.S. population, and most have strong competitive wholesale markets and renewable portfolio standards targets, aging electricity infrastructure and/or pressure to retire coal generation, providing clear opportunities for sustained renewable generation growth. Operating Philosophy Like the partnership, our company employs a hands-on, operations-oriented, long-term owner s approach to managing our company s portfolio. We believe this approach will enable our company to maintain and, where possible, enhance the value of our assets by being able to quickly identify and manage technical, economic or stakeholder issues that may arise. The operation of our generating facilities is largely decentralized across the United States, South America and Europe. Brookfield Renewable supports our operators with a strong corporate team that provides oversight of the functions of our company and, among other things, establishes consistent policies for business on compliance, information technology, health, safety and security, human resources, stakeholder relations, procurement, governance, anti-bribery and anti-corruption. Our company also benefits from the expertise of Brookfield, which provides strategic direction, corporate oversight, commercial and business development expertise, and oversees decisions regarding the funding and growth of our and the partnership s business. We believe this approach leads to a strong decision-making culture and long-term owner-oriented investment philosophy to build value. BEPC Management Similar to the partnership, the Service Providers, being wholly-owned subsidiaries of Brookfield, provide management services to our company pursuant to the Master Services Agreement. Each of the members of the senior management team that is principally responsible for providing services to Brookfield Renewable has substantial operational and transactional origination and execution expertise, including Connor Teskey, who Table of Contents LIBOR means the London Inter-bank Offered Rate; Licensing Agreement has the meaning ascribed thereto under Relationship with Brookfield Licensing Agreement ; LTA means long-term average; Master Services Agreement means the third amended and restated master services agreement dated as of May 11, 2020, as amended on July 30, 2020, among our company, BEP, BRELP, Brookfield, the Service Recipients, the Service Providers and others, as amended from time to time; MI 61-101 means Canadian Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions; MRE has the meaning ascribed thereto under BEPC Business Current Operations Brazil Market Opportunity ; NA HoldCo means Brookfield BRP Holdings (Canada) Inc.; NASDAQ means National Association of Securities Dealers Automated Quotations System; non-resident holder has the meaning ascribed thereto under Canadian Federal Income Tax Considerations Taxation of Holders Not Resident in Canada ; Non-U.S. Holder has the meaning ascribed thereto under United States Federal Income Tax Considerations ; NYSE means the New York Stock Exchange; Operating Entities means the subsidiaries of the Holding Entities which, from time to time, directly or indirectly hold, or may in the future hold, operations or assets, including any of the assets or operations held through joint ventures, partnerships and consortium arrangements; operating performance compensation means performance-based compensation; partnership means, unless the context indicates or requires otherwise, Brookfield Renewable and its controlled subsidiaries, excluding our company; PFIC has the meaning ascribed thereto under United States Federal Income Tax Considerations Consequences to U.S. Holders Ownership and Disposition of BEPC Exchangeable Shares ; PPA means a power purchase agreement, power guarantee agreement or similar long-term agreement between a seller and buyer of electrical power generation; preferred units means BEP s preferred limited partnership units; proposed amendments has the meaning ascribed thereto under Canadian Federal Income Tax Considerations ; PSG means Brookfield s Public Securities Group; PUHCA means the Public Utility Holding Company Act of 2005; Table of Contents serves as our company s Chief Executive Officer, Wyatt Hartley, who serves as our Chief Financial Officer, Ruth Kent, who serves as our Chief Operating Officer and Jennifer Mazin, who serves as our General Counsel. See BEPC Management The Master Services Agreement for further details. Stock Exchange Listings The BEPC exchangeable shares are listed on the New York Stock Exchange and the Toronto Stock Exchange under the symbol BEPC . The BEP units are listed on the New York Stock Exchange under the symbol BEP and on the Toronto Stock Exchange under the symbol BEP.UN . Recent Developments Senior Management and Director Appointments In October 2020, Connor Teskey was appointed Chief Executive Officer of the Service Provider. Mr. Teskey most recently served as the group s Chief Investment Officer, where he was instrumental in developing and implementing the business s growth strategy. Mr. Teskey succeeded Sachin Shah, who was named Chief Investment Officer for BAM and Vice Chair of the group. In addition, Mark Carney, who joined BAM as Vice Chair and Global Head of ESG and Impact Investing, was named a Vice Chair of our group. In February 2021, Mr. Shah was appointed to our board of directors and the board of directors of the general partner of BEP. Recent Transactions In November 2020, Brookfield Renewable, together with its institutional partners, launched an offer to privatize Polenergia, a large scale renewable business in Poland, in partnership with the current majority shareholder, at an estimated cost of approximately $390 million (approximately $98 million net to Brookfield Renewable). The transaction is subject to customary closing conditions and is expected to close in the first half of 2021. Brookfield Renewable, through the partnership, is expected to hold a 12% interest. In November 2020, Brookfield Renewable, together with its institutional partners, entered into a binding agreement to dispose of a 19 MW portfolio of operating solar projects in Malaysia. The transaction is subject to customary closing conditions and is expected to close in the first half of 2021. In December 2020, Brookfield Renewable, together with its institutional partners, entered into binding agreements to acquire a distributed generation development platform comprising 360 megawatts of operating distributed solar across nearly 600 sites throughout the U.S. with an additional over 700 megawatts under development for approximately $810 million (approximately $200 million net to Brookfield Renewable), subject to certain working capital and other closing adjustments. The transaction is subject to customary closing conditions and is expected to close in the first quarter of 2021. Brookfield Renewable, through our company, is expected to hold a 25% interest. In December 2020, Brookfield Renewable, together with its institutional partners, entered into a binding agreement to acquire a 845 MW wind generation facility in the State of Oregon for approximately $700 million (approximately $175 million net to Brookfield Renewable). The project is one of the largest onshore wind projects in the United States. The transaction is subject to customary closing conditions and is expected to close in the first half of 2021. Brookfield Renewable, through our company, is expected to hold a 25% interest. In December 2020, Brookfield Renewable, together with its institutional partners, entered into a binding agreement to acquire a 270 MW late-stage development wind project in Brazil, including an option over a further 200 MW expansion. Brookfield Renewable, through our company, is expected to hold a 25% interest. Table of Contents Registration Rights Agreement has the meaning ascribed thereto under Relationship with Brookfield Registration Rights Agreement ; resident holder has the meaning ascribed thereto under Canadian Federal Income Tax Considerations Taxation of Holders Resident in Canada ; rights agent means Wilmington Trust, National Association; Rights Agreement has the meaning ascribed thereto under Relationship with Brookfield Rights Agreement ; Sarbanes-Oxley Act means the Sarbanes-Oxley Act of 2002 (United States); SEC means the United States Securities and Exchange Commission; SEDAR means the System for Electronic Document Analysis and Retrieval at www.sedar.com; Service Providers has the meaning ascribed thereto in the Master Services Agreement; Service Recipients has the meaning ascribed thereto in the Master Services Agreement; SHPP has the meaning ascribed thereto under BEPC Business Current Operations Brazil ; special distribution means the distribution of our BEPC exchangeable shares on July 30, 2020 by BEP to the holders of BEP units of record as of July 27, 2020; Subordinated Credit Facilities has the meaning ascribed thereto under BEPC Relationship with the Partnership Subordinated Credit Facilities ; Tax Act means the Income Tax Act (Canada); TerraForm Power or TERP means TerraForm Power, Inc. and as the context requires its successors and assigns; Treasury Regulations means the U.S. Treasury Regulations promulgated under the Code; TSX means the Toronto Stock Exchange; U.S. GAAP means generally accepted accounting principles in the United States that the SEC has identified as having substantial authoritative support, as supplemented by Regulation S-X under the 1934 Act, as amended from time to time; U.S. Securities Act means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder; and U.S. Holder has the meaning ascribed thereto under United States Federal Income Tax Considerations . Table of Contents Other In December 2020, BEP and BEPC completed the previously announced three-for-two stock split of BEP units and BEPC exchangeable shares. In December 2020, our subsidiary, TerraForm Power, received an adverse summary judgment ruling in connection with a legacy contractual dispute that predated our 2017 acquisition of a controlling interest in TerraForm Power. In January 2021, TerraForm Power appealed the ruling. See Risk Factors Risks Relating to Our Operations and the Renewable Power Industry We are involved in litigation and other disputes and may be subject to governmental and regulatory investigations and BEPC Business Governmental, Legal and Arbitration Proceeding Claim relating to TerraForm Power s First Wind Acquisition. On February 4, 2021, BEP announced that the next quarterly distribution in the amount of $0.30375 per BEP unit is payable on March 31, 2021 to unitholders of record as at the close of business on February 26, 2021. In conjunction with BEP s distribution declaration, our board of directors declared an equivalent quarterly dividend of $0.30375 per BEPC exchangeable share, also payable on March 31, 2021, to shareholders of record as at the close of business on February 26, 2021. This represents an increase of 5% over the prior quarterly distribution/dividend. Unaudited Preliminary Financial Results of BEP for the Quarter and Full Year Ended December 31, 2020 On February 4, 2021, BEP reported its unaudited preliminary financial results for the quarter and full year ended December 31, 2020. The preliminary financial results below have been prepared by, and are the responsibility of, BEP s management. Neither BEP s independent auditors nor any other independent accountants have audited, reviewed, compiled, examined, or performed any procedures with respect to the preliminary financial information as of and for the three months and full year ended December 31, 2020 results contained herein, nor have such persons expressed any opinion or any other form of assurance on such information or its achievability, and, as such, such persons assume no responsibility for, and disclaim any association with, such information. The financial information for the quarter and full year ended December 31, 2020 presented below is preliminary, unaudited and based upon currently available information, and is subject to revision as a result of, among other things, the completion of BEP s financial closing process. Financial Results Millions (except per unit or otherwise noted) Unaudited For the three months ended December 31 For the twelve months ended December 31 2020 2019 2020 2019 Total generation (GWh) Long-term average generation 14,333 13,850 57,457 53,926 Actual generation 13,248 12,465 52,782 52,560 Brookfield Renewable Partner s share (GWh) Long-term average generation 7,354 6,561 27,998 26,189 Actual generation 6,583 5,977 26,052 26,038 Net loss attributable to Unitholders $ (120 ) $ (74 ) $ (304 ) $ (103 ) Per BEP unit(1) (0.22 ) (0.15 ) (0.61 ) (0.26 ) Funds From Operations (FFO)(2) 201 171 807 761 Per Unit(1)(2)(3) 0.31 0.29 1.32 1.30 Normalized Funds From Operations (FFO)(2)(4) 265 167 924 725 Per Unit(1)(2)(3)(4) 0.41 0.28 1.52 1.24 Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking information within the meaning of applicable securities laws. Forward-looking information may relate to our group s outlook and anticipated events or results and may include information regarding the financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, dividends, distributions, plans and objectives of our group. Particularly, information regarding future results, performance, achievements, prospects or opportunities of our group or the Canadian, U.S. or international markets is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as plans , targets , expects or does not expect , is expected , an opportunity exists , budget , scheduled , estimates , forecasts , intends , anticipates or does not anticipate or believes , or variations of such words and phrases or statements that certain actions, events or results may , could , would , might , will or will be taken , occur or be achieved . Discussions containing forward-looking information may be found, among other places, under Risk Factors , BEP and BEPC Capitalization , BEPC Business , Management s Discussion and Analysis of Financial Condition and Results of Operations of BEPC and the documents incorporated by reference herein by the partnership. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. The following factors, among others, which are discussed in greater detail in the Risk Factors section of this prospectus, could cause our actual results to vary from our forward-looking statements: our limited operating history; changes to hydrology at our group s hydroelectric facilities, to wind conditions at our group s wind energy facilities, to irradiance at our group s solar facilities or to weather generally, as a result of climate change or otherwise, at any of our group s facilities; volatility in supply and demand in the energy markets; our group s inability to re-negotiate or replace expiring PPAs on similar terms; increases in water rental costs (or similar fees) or changes to the regulation of water supply; advances in technology that impair or eliminate the competitive advantage of our group s projects; an increase in the amount of uncontracted generation in our group s portfolio; industry risks relating to the power markets in which our group operates; the termination of, or a change to, the MRE balancing pool in Brazil; increased regulation on our group s operations; concessions and licenses expiring and not being renewed or replaced on similar terms; our group s real property rights for wind and solar renewable energy facilities being adversely affected by the rights of lienholders and leaseholders that are superior to those granted to our group; increases in the cost of operating our group s facilities; our group s failure to comply with conditions in, or our group s inability to maintain, governmental permits; equipment failures, including relating to wind turbines and solar panels; dam failures and the costs and potential liabilities associated with such failures; Table of Contents (1) Adjusted for the 3-for-2 Unit split effective December 11, 2020. (2) Non-IFRS measures. Refer to Cautionary Statement Regarding Use of Non-IFRS Measures . (3) Average Units outstanding for the three and twelve months ended December 31, 2020 were 645.5 million and 609.5 million, respectively (2019: 583.6 million and 583.5 million, respectively), being inclusive of BEP units, Redeemable/Exchangeable partnership units, BEPC exchangeable shares and general partner interest. The actual Units outstanding at December 31, 2020 were 645.5 million (2019: 466.9 million). (4) Normalized FFO assumes long-term average generation in all segments except the Brazil and Colombia hydroelectric segments and uses 2019 foreign currency rates. For the three and twelve months ended December 31, 2020, the change related to long-term average generation totaled $41 million and $75 million, respectively (2019: $(4) million and $(36) million, respectively) and the change related to foreign currency totaled $23 million and $42 million, respectively. Brookfield Renewable reported FFO of $807 million ($1.32 per BEP unit) for the twelve months ended December 31, 2020, a 6% increase from the prior year supported by contributions from growth initiatives and strong asset availability. After deducting non-cash depreciation, the Net loss attributable to Unitholders for the twelve months ended December 31, 2020 was $304 million or $0.61 per BEP unit. Highlights Advanced key commercial priorities, including delivering on almost $40 million in cost saving initiatives ($17 million net to Brookfield Renewable), securing contracts to deliver 3,500 gigawatt hours of clean energy annually (which has the equivalent carbon avoidance of planting almost 30 million trees), and signing a number of strategic contracts with corporate offtakers; Agreed to invest ~$4.6 billion (~$2.5 billion net to Brookfield Renewable) of equity across ten transactions, deploying capital in every major market our group operates; Completed the merger of TerraForm Power, consolidating our group s activities in North America and Europe; Commissioned approximately 460 megawatts of new capacity and progressed over 4,200 megawatts through construction and advanced-stage permitting, and increase the size of our group s development pipeline to over 23,000 megawatts; Maintained a strong balance sheet and bolstered our group s liquidity, with over $3.3 billion of available liquidity, raising over $1 billion from asset recycling initiatives, closing $3.4 billion of investment-grade financings and extending the average duration of our group s corporate debt from 10 to 14 years; and Broadened our group s investor base with the creation of BEPC and through the addition to several U.S. and global indices. Results from Operations In 2020, our group generated FFO of $807 million, a 6% increase from prior year, as the business benefited from recent acquisitions, strong underlying asset availability, and execution on organic growth initiatives. On a normalized basis, the partnership s per unit results are up 23%. During the year, our group s hydroelectric segment delivered FFO of $662 million. Although our group experienced some drier conditions across our group s fleet, particularly in regions with higher value contracts, overall generation for the year was in line with the long-term average and our group s reservoirs are well positioned for a strong first quarter, which underscores the benefit of our group s diverse portfolio. Our group s wind and solar segments continue to generate stable revenues and benefit from the diversification of its fleet and highly contracted cash flows with long duration power purchase agreements. Table of Contents force majeure events; uninsurable losses and higher insurance premiums; adverse changes in currency exchange rates and our group s inability to effectively manage foreign currency exposure; availability and access to interconnection facilities and transmission systems; health, safety, security and environmental risks; energy marketing risks; counterparties to our group s contracts not fulfilling their obligations; the time and expense of enforcing contracts against non-performing counterparties and the uncertainty of success; our group s operations being affected by local communities fraud, bribery, corruption, other illegal acts or inadequate or failed internal processes or systems; some of our group s acquisitions may be of distressed companies, which may subject our group to increased risks, including the incurrence of legal or other expenses; our group s reliance on computerized business systems, which could expose our group to cyber-attacks; newly developed technologies in which our group invests not performing as anticipated; labor disruptions and economically unfavorable collective bargaining agreements; our group s inability to finance its operations due to the status of the capital markets; operating and financial restrictions imposed on our group by its loan, debt and security agreements; changes to our group s credit ratings; our group s inability to identify sufficient investment opportunities and complete transactions; the growth of our group s portfolio and our group s inability to realize the expected benefits of its transactions or acquisitions; our group s inability to develop greenfield projects or find new sites suitable for the development of greenfield projects; delays, cost overruns and other problems associated with the construction and operation of generating facilities and risks associated with the arrangements our group enters into with communities and joint venture partners; Brookfield s election not to source acquisition opportunities for our group and our group s lack of access to all renewable power acquisitions that Brookfield identifies, including by reason of conflicts of interest; our group does not have control over all of our operations or investments; political instability or changes in government policy; foreign laws or regulation to which our group becomes subject as a result of future acquisitions in new markets; changes to government policies that provide incentives for renewable energy; a decline in the value of our group s investments in securities, including publicly traded securities of other companies; our group is not subject to the same disclosure requirements as a U.S. domestic issuer; Table of Contents During the year, these segments generated a combined $376 million of FFO, representing a 51% increase over the prior year, as our group benefited from contributions from acquisitions, and approximately 450 megawatts of solar and wind projects commissioned during the year. Our group s energy transition segment generated $103 million of FFO during the year as our group s portfolio continues to help commercial and industrial partners achieve their decarbonization goals and provides critical grid-stabilizing ancillary services and back-up capacity required to address the increasing intermittency of greener electric grids. For example, our group s First Hydro storage portfolio achieved five of its highest revenue days ever in the last couple months as our group sold essential stabilizing services to the U.K. power grid in response to high demand from cold weather and intermittently low wind generation levels. Across its portfolio, our group continues to focus on partnering with a broad range of customers in their decarbonization efforts. During the year, our group executed agreements to supply 100% renewable energy to one of the first planned industrial-scale green hydrogen production plants in North America with Plug Power and over 90% of JPMorgan s real estate operations in New York City. In South America, our group s focus continues to be on extending the average duration of our group s power purchase agreements, which today stand at 8 years in Brazil and 3 years in Colombia. Our group signed two long-term inflation-linked power purchase agreements for our group s recently acquired solar development projects in Brazil, substantially contracting these assets. In recent months, many governments in our group s target markets have outlined new policies to address climate change. In North America, where the majority of our group s hydro fleet is located, governments are increasingly considering potential carbon pricing mechanisms, for which our group s business is well positioned to benefit. As examples, the current U.S. administration has re-established an Interagency Working Group on the Social Cost of Greenhouse Gases that is expected to increase its estimate of the social cost of carbon to more than $50 per tonne, and in Canada a carbon tax has been set at $30 per tonne for 2020 and is set to increase almost 6 times to $170 by 2030. Carbon taxes or carbon pricing provide long-term support for growing wind and solar capacity, which also increases the value of our group s hydroelectric power facilities due to their dispatchable nature and the grid-stabilizing services they can provide. While our group prioritizes contracted generation for its perpetual hydroelectric facilities, our group looks to ensure retention of upside optionality for when our group believes prices will improve. Across our group s hydroelectric fleet in North America, our group has contracts rolling off for assets that primarily deliver power to markets in the U.S. northeast. Fortunately, these contracts, on a net basis, deliver power at prices close to current market. Therefore, on renewal, our group expects minimal impact to its overall revenue, while retaining potential upside should power prices see future support from carbon pricing mechanisms. Finally, our group continued to advance its global development activities, including progressing 2,789 megawatts of construction diversified across distributed- and utility-scale solar, wind, storage, and hydro in over 11 different countries. Our group is also progressing 1,394 megawatts of advanced-stage projects through final permitting and contracting. In total, our group expects these projects to contribute approximately $109 million in FFO net to Brookfield Renewable on a run-rate basis when completed. Balance Sheet and Liquidity Our group continues to maintain a robust financial position. Our group has approximately $3.3 billion of total available liquidity, and our group s investment grade balance sheet has no material maturities over the next five years and approximately 82% of our group s financings are non-recourse to Brookfield Renewable. During 2020, our group continued to take advantage of the low interest environment and executed on $3.4 billion of investment grade financings, extending its average corporate debt maturity to 14 years and reducing its borrowing costs by $5 million per year. Our group continues to advance its green financing strategy to benefit from growing demand for green securities and diversify our group s debt investor base. Table of Contents the separation of economic interest from control within our group s organizational structure; future sales and issuances of BEP units, preferred units or securities exchangeable for BEP units, including BEPC exchangeable shares, or the perception of such sales or issuances, could depress the trading price of BEPC exchangeable shares; the incurrence of debt at multiple levels within our group s organizational structure; being deemed an investment company under the Investment Company Act; the effectiveness of our group s internal controls over financial reporting; our group s dependence on Brookfield and the partnership and Brookfield s significant influence over our group; the departure of some or all of Brookfield s key professionals; our group s lack of independent means of generating revenue; changes in how Brookfield elects to hold its ownership interests in our group; Brookfield acting in a way that is not in our group s best interests or our shareholders; the severity, duration and spread of the COVID-19 outbreak, as well as the direct and indirect impacts that the virus may have; broader impact of climate change; failure of our group s systems technology; involvement in litigation and other disputes, and governmental and regulatory investigations; any changes in the market price of the BEP units and BEPC exchangeable shares; and the redemption of BEPC exchangeable shares by us at any time or upon notice from the holder of the BEPC class B shares. These statements and other forward-looking information are based on opinions, assumptions and estimates made by our company and the partnership in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors that they believe are appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct. Accordingly, readers should not place undue reliance on forward-looking information. Our company and the partnership do not undertake to update any forward-looking information contained herein, except as required by applicable securities laws. Financial Information The financial information contained in this prospectus is presented in U.S. dollars and, unless otherwise indicated, has been prepared in accordance with IFRS. All figures are unaudited unless otherwise indicated. In this prospectus, all references to $ are to U.S. dollars. Canadian dollars, Brazilian Reais and Colombian pesos are identified as C$, R$ and COP , respectively. CAUTIONARY STATEMENT REGARDING THE USE OF NON-IFRS MEASURES To measure performance, we focus on net income, an IFRS measure, as well as certain non-IFRS measures, including Funds from Operations ( FFO ) and adjusted earnings before interest, taxes, depreciation, and amortization ( Adjusted EBITDA ). Table of Contents Brookfield Renewable Partners L.P. Consolidated Statements of Financial Position UNAUDITED (MILLIONS) As of December 31 2020 December 31 2019 Assets Cash and cash equivalents $ 431 $ 352 Trade receivables and other financial assets 1,661 1,541 Equity-accounted investments 971 937 Property, plant and equipment, at fair value 44,590 41,055 Goodwill 970 949 Deferred income tax and other assets 1,099 1,362 Total Assets $ 49,722 $ 46,196 Liabilities Corporate borrowings $ 2,135 $ 2,100 Borrowings which have recourse only to assets they finance 15,947 15,200 Accounts payable and other liabilities 4,358 3,561 Deferred income tax liabilities 5,515 4,855 Equity Non-controlling interests Participating non-controlling interests in operating subsidiaries $ 11,100 $ 11,086 General partnership interest in a holding subsidiary held by Brookfield 56 68 Participating non-controlling interests in a holding subsidiary Redeemable/Exchangeable units held by Brookfield 2,721 3,317 BEPC exchangeable shares 2,408 Preferred equity 609 597 Preferred limited partners equity 1,028 833 Limited partners equity 3,845 21,767 4,579 20,480 Total Liabilities and Equity $ 49,722 $ 46,196 Table of Contents We use FFO to assess the performance of the business before the effects of certain cash items (e.g., acquisition costs and other typical non-recurring cash items) and certain non-cash items (e.g., deferred income taxes, depreciation, non-cash portion of non-controlling interests, unrealized gain or loss on financial instruments, non-cash gain or loss from equity-accounted investments, and other non-cash items) as these are not reflective of the performance of the underlying business. In this prospectus, we use the revaluation approach in accordance with IAS 16, Property, Plant and Equipment, whereby depreciation is determined based on a revalued amount, thereby reducing comparability with our peers who do not report under IFRS as issued by the International Accounting Standards Board ( IASB ) or who do not employ the revaluation approach to measuring property, plant and equipment. We add back deferred income taxes on the basis that we do not believe this item reflects the present value of the actual tax obligations that we expect to incur over our long-term investment horizon. FFO is therefore unlikely to be comparable to similar measures presented by other issuers. FFO has limitations as an analytical tool. Specifically, our definition of FFO may differ from the definition used by other organizations, as well as the definition of FFO used by the Real Property Association of Canada and the National Association of Real Estate Investment Trusts, Inc. ( NAREIT ) in part because the NAREIT definition is based on U.S. GAAP, as opposed to IFRS. We use Adjusted EBITDA to assess the performance of our business before the effects of interest expense, income taxes, depreciation, management service costs, non-controlling interests, unrealized gain or loss on financial instruments, non-cash gain or loss from equity-accounted investments, distributions to preferred limited partners and other typical non-recurring items. We adjust for these factors as they may be non-cash, unusual in nature and/or are not factors used by management for evaluating operating performance. Brookfield Renewable includes realized disposition gains and losses on assets that we did not intend to hold over the long-term within Adjusted EBITDA in order to provide additional insight regarding the performance of investments on a cumulative realized basis, including any unrealized fair value adjustments that were recorded in equity and not otherwise reflected in current period Adjusted EBITDA. Brookfield Renewable believes that presentation of this measure will enhance an investor s understanding of the performance of the business. Adjusted EBITDA is a measure of operating performance that is not calculated in accordance with, and does not have any standardized meaning prescribed by, IFRS. Adjusted EBITDA is therefore unlikely to be comparable to similar measures presented by other issuers and has limitations as an analytical tool. See Management s Discussion and Analysis of Financial Condition and Results of Operations of BEPC for reconciliations of our company s non-IFRS measures to its nearest IFRS measures. Table of Contents Brookfield Renewable Partners L.P. Consolidated Statements of Operating Results UNAUDITED (MILLIONS, EXCEPT AS NOTED) For the three months ended December 31 For the twelve months ended December 31 2020 2019 2020 2019 Revenues $ 952 $ 965 $ 3,810 $ 3,971 Other income 77 28 128 105 Direct operating costs (357 ) (326 ) (1,274 ) (1,263 ) Management service costs (84 ) (44 ) (235 ) (135 ) Interest expense (243 ) (255 ) (976 ) (1,001 ) Share of earnings from equity-accounted investments 31 8 27 29 Foreign exchange and financial instrument gain (loss) 115 39 127 (36 ) Depreciation (337 ) (347 ) (1,367 ) (1,271 ) Other (307 ) (169 ) (432 ) (276 ) Income tax expense Current (37 ) (20 ) (66 ) (70 ) Deferred 185 31 213 27 148 11 147 (43 ) Net income (loss) $ (5 ) $ (90 ) $ (45 ) $ 80 Net income (loss) attributable to preferred equity and non-controlling interests in operating subsidiaries (115 ) 16 (259 ) (183 ) Net income (loss) attributable to Unitholders $ (120 ) $ (74 ) $ (304 ) $ (103 ) Basic and diluted (loss) earnings per BEP unit $ (0.22 ) $ (0.15 ) $ (0.61 ) $ (0.26 ) Table of Contents Brookfield Renewable Partners L.P. Consolidated Statements of Cash Flows UNAUDITED (MILLIONS) For the three months ended December 31 For the twelve months ended December 31 2020 2019 2020 2019 Operating activities Net income $ (5 ) $ (90 ) $ (45 ) $ 80 Adjustments for the following non-cash items: Depreciation 337 347 1,367 1,271 Unrealized foreign exchange and financial instrument loss (gain) (119 ) (41 ) (134 ) 32 Share of earnings from equity-accounted investments (31 ) (8 ) (27 ) (29 ) Deferred income tax expense (185 ) (31 ) (213 ) (27 ) Other non-cash items 248 90 388 231 Net change in working capital and other 34 (18 ) (40 ) (4 ) 279 249 1,296 1,554 Financing activities Net corporate borrowings (341 ) 266 108 Commercial paper and corporate credit facilities, net (376 ) 287 (296 ) (422 ) Non-recourse borrowings, net (204 ) 145 (203 ) 792 Capital contributions from participating non-controlling interests in operating subsidiaries, net 407 300 475 592 Issuance of preferred limited partnership units 195 126 Issuance of Units, net (23 ) (1 ) (44 ) (1 ) Distributions paid: To participating non-controlling interests in operating subsidiaries (233 ) (231 ) (659 ) (844 ) To preferred shareholders & limited partners unitholders (20 ) (19 ) (77 ) (69 ) To unitholders of Brookfield Renewable or BRELP (202 ) (171 ) (769 ) (684 ) Borrowings from related party, net 320 320 (331 ) (31 ) (792 ) (402 ) Investing activities Acquisitions net of cash and cash equivalents in acquired entity (170 ) (105 ) (983 ) Investment in property, plant and equipment (190 ) (310 ) (447 ) (460 ) Disposal of subsidiaries, associates and other securities, net 23 86 58 154 Restricted cash and other 146 74 68 78 (21 ) (320 ) (426 ) (1,211 ) Foreign exchange gain (loss) on cash 23 4 13 (6 ) Cash and cash equivalents Increase (decrease) $ (50 ) $ (98 ) $ 91 $ (65 ) Net change in cash classified within assets held for sale (1 ) 4 (12 ) (5 ) Balance, beginning of period 482 446 352 422 Balance, end of period $ 431 $ 352 $ 431 $ 352 Table of Contents PROPORTIONATE RESULTS FOR THE THREE MONTHS ENDED DECEMBER 31 The following chart reflects the generation and summary financial figures on a proportionate basis for the three months ended December 31: (GWh) (MILLIONS) Actual Generation LTA Generation Revenues Adjusted EBITDA FFO Net Income (Loss) 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 Hydroelectric North America 2,514 2,858 2,912 2,912 $ 182 $ 205 $ 104 $ 130 $ 67 $ 93 $ 4 $ 3 Brazil 849 817 1,007 1,009 39 61 63 37 58 31 58 4 Colombia 966 749 977 968 57 63 38 37 23 26 21 16 4,329 4,424 4,896 4,889 278 329 205 204 148 150 83 23 Wind North America 1,132 779 1,349 934 90 56 58 43 39 31 36 (28 ) Europe 338 241 357 267 41 24 51 17 45 10 13 7 Brazil 143 176 169 172 6 10 6 8 4 5 2 (2 ) Asia 123 107 104 104 8 7 8 6 5 2 (1 ) 4 1,736 1,303 1,979 1,477 145 97 123 74 93 48 50 (19 ) Solar 303 139 339 139 77 26 84 29 52 16 34 (23 ) Energy transition(1) 215 111 140 56 54 33 39 22 28 16 15 8 Corporate 5 19 (120 ) (59 ) (302 ) (63 ) Total 6,583 5,977 7,354 6,561 $ 554 $ 485 $ 456 $ 348 $ 201 $ 171 $ (120 ) $ (74 ) (1) Energy transition is comprised of distributed generation and pumped storage. PROPORTIONATE RESULTS FOR THE YEAR ENDED DECEMBER 31 The following chart reflects the generation and summary financial figures on a proportionate basis for the twelve months ended December 31: (GWh) (MILLIONS) Actual Generation LTA Generation Revenues Adjusted EBITDA FFO Net Income (Loss) 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 Hydroelectric North America 11,863 13,118 12,166 12,238 $ 824 $ 905 $ 562 $ 622 $ 420 $ 459 $ 68 $ 142 Brazil 3,663 3,707 4,004 3,996 175 234 177 181 152 150 95 59 Colombia 2,999 3,096 3,488 3,488 211 237 131 144 90 101 68 72 18,525 19,921 19,658 19,722 1,210 1,376 870 947 662 710 231 273 Wind North America 3,560 2,969 4,239 3,556 263 223 196 163 123 98 (4 ) (87 ) Europe 908 904 1,002 996 105 95 96 67 79 48 (27 ) (11 ) Brazil 552 630 671 647 27 37 24 28 17 19 3 1 Asia 428 291 443 290 28 20 25 16 18 10 4 6 5,448 4,794 6,355 5,489 423 375 341 274 237 175 (24 ) (91 ) Solar 1,284 773 1,510 782 245 138 232 126 139 74 49 (37 ) Energy transition(1) 795 550 475 196 169 132 130 87 103 70 1 42 Corporate 41 10 (334 ) (268 ) (561 ) (290 ) Total 26,052 26,038 27,998 26,189 $ 2,047 $ 2,021 $ 1,614 $ 1,444 $ 807 $ 761 $ (304 ) $ (103 ) (1) Energy transition is comprised of distributed generation and pumped storage. Table of Contents The following table reconciles the non-IFRS financial metrics to the most directly comparable IFRS measures. Net income attributable to Unitholders is reconciled to Funds From Operations and reconciled to Proportionate Adjusted EBITDA for the three months and twelve months ended December 31: UNAUDITED (MILLIONS) For the three months ended December 31 For the twelve months ended December 31 2020 2019 2020 2019 Net income attributable to: Limited partners equity $ (61 ) $ (51 ) $ (184 ) $ (88 ) General partnership interest in a holding subsidiary held by Brookfield 16 14 62 50 Participating non-controlling interests in a holding subsidiary Redeemable/Exchangeable units held by Brookfield (44 ) (37 ) (133 ) (65 ) Class A shares of Brookfield Renewable Corporation (31 ) (49 ) Net income attributable to Unitholders $ (120 ) $ (74 ) $ (304 ) $ (103 ) Adjusted for proportionate share of: Depreciation 216 166 756 643 Foreign exchange and financial instruments loss (gain) 2 (14 ) 35 30 Deferred income tax recovery (145 ) (23 ) (175 ) (30 ) Other 248 116 495 221 Funds From Operations $ 201 $ 171 $ 807 $ 761 Normalized long-term average generation adjustment 41 (4 ) 75 (36 ) Normalized foreign currency adjustment 23 42 Normalized Funds From Operations $ 265 $ 167 $ 924 $ 725 Normalized Funds From Operations Adjustments (64 ) 4 (117 ) 36 Distributions attributable to: Preferred limited partners equity 14 11 54 44 Preferred equity 6 7 25 26 Current income taxes 12 5 26 31 Interest expense 138 116 485 466 Management service costs 85 38 217 116 Proportionate Adjusted EBITDA 456 348 1,614 1,444 Attributable to non-controlling interests 261 348 1,148 1,449 Consolidated Adjusted EBITDA $ 717 $ 696 $ 2,762 $ 2,893 Table of Contents The following table reconciles the per Unit non-IFRS financial metrics to the most directly comparable IFRS measures. Net income (loss) per BEP unit is reconciled to Funds From Operations per Unit, for the three and twelve months ended December 31: For the three months ended December 31 For the twelve months ended December 31 2020 2019 2020 2019 Net income (loss) per BEP unit(1) $ (0.22 ) $ (0.15 ) $ (0.61 ) $ (0.26 ) Depreciation 0.33 0.28 1.24 1.10 Foreign exchange and financial instruments loss (gain) (0.02 ) 0.06 0.05 Deferred income tax recovery and other 0.20 0.18 0.63 0.41 Funds From Operations per Unit(2) $ 0.31 $ 0.29 $ 1.32 $ 1.30 Normalized long-term average generation adjustment 0.06 (0.01 ) 0.12 (0.06 ) Normalized foreign exchange adjustment 0.04 0.07 Normalized Funds From Operations per Unit $ 0.41 $ 0.28 $ 1.51 $ 1.24 (1) Average BEP units outstanding for the three and twelve months ended December 31, 2020 were 274.8 million and 271.1 million, respectively (2019: 268.4 million and 268.3 million). Net (loss) income per BEP unit has been adjusted to reflect the dilutive impact of the special distribution. (2) Average Units, adjusted for the special distribution as if it had been completed prior to the periods presented, for the three months and twelve months ended December 31, 2020 were 645.5 million and 609.5 million, respectively (2019: 583.6 million and 583.5 million), being inclusive of BEP units, Redeemable/Exchangeable partnership units, general partner interest, and BEPC exchangeable shares. Unaudited Preliminary Financial Results of BEPC for the Quarter and Full Year Ended December 31, 2020 On February 4, 2021, BEPC reported its unaudited preliminary financial results for the quarter and full year ended December 31, 2020. The preliminary financial results below have been prepared by, and are the responsibility of, BEPC s management. Neither BEPC s independent auditors nor any other independent accountants have audited, reviewed, compiled, examined, or performed any procedures with respect to the preliminary financial information as of and for the three months and full year ended December 31, 2020 results contained herein, nor have such persons expressed any opinion or any other form of assurance on such information or its achievability, and, as such, such persons assume no responsibility for, and disclaim any association with, such information. The financial information for the quarter and full year ended December 31, 2020 presented below is preliminary, unaudited and based upon currently available information, and is subject to revision as a result of, among other things, the completion of our financial closing process. Financial Results Millions (except as noted) Unaudited For the three months ended December 31 For the twelve months ended December 31 2020 2019 2020 2019 Proportionate Generation (GWh) 3,971 3,675 15,578 16,011 Net (loss) income attributable to the partnership $ (1,516 ) $ 37 $ (2,738 ) $ 165 Funds From Operations (FFO)(1) $ 85 $ 97 $ 402 $ 480 (1) Non-IFRS measures. Refer to Cautionary Statement Regarding Use of Non-IFRS Measures . Table of Contents Brookfield Renewable Corporation Consolidated Statements of Financial Position UNAUDITED (MILLIONS) As of December 31 December 31 2020 2019 Assets Cash and cash equivalents $ 355 $ 304 Trade receivables and other financial assets 1,297 1,118 Equity-accounted investments 372 360 Property, plant and equipment, at fair value 36,097 32,647 Goodwill 970 949 Deferred income tax and other assets 382 379 Total Assets $ 39,473 $ 35,757 Liabilities Borrowings which have recourse only to assets they finance $ 12,822 $ 11,958 Accounts payable and other liabilities 3,296 2,335 Deferred income tax liabilities 4,200 3,590 BEPC exchangeable and class B shares 7,430 Equity Non-controlling interests: Participating non-controlling interests in operating subsidiaries $ 10,290 $ 10,258 Participating non-controlling interests in a holding subsidiary held by the partnership 258 268 The partnership 1,177 11,725 7,348 17,874 Total Liabilities and Equity $ 39,473 $ 35,757 Table of Contents Brookfield Renewable Corporation Consolidated Statements of Income UNAUDITED (MILLIONS) For the three months ended December 31 For the twelve months ended December 31 2020 2019 2020 2019 Revenues $ 746 $ 781 $ 3,087 $ 3,226 Other income 70 23 99 79 Direct operating costs (280 ) (268 ) (1,061 ) (1,053 ) Management service costs (46 ) (37 ) (152 ) (109 ) Interest expense (229 ) (185 ) (816 ) (701 ) Share of (loss) earnings from equity-accounted investments (1 ) 3 (4 ) 12 Foreign exchange and financial instrument gain (loss) 63 27 74 5 Depreciation (259 ) (273 ) (1,065 ) (983 ) Other (429 ) (127 ) (493 ) (197 ) Remeasurement of BEPC exchangeable and class B shares (1,398 ) (2,561 ) Income tax expense Current (35 ) (16 ) (61 ) (64 ) Deferred 166 30 134 (3 ) 131 14 73 (67 ) Net income (loss) $ (1,632 ) $ (42 ) $ (2,819 ) $ 212 Net income (loss) attributable to: Non-controlling interests: Participating non-controlling interests in operating subsidiaries $ (123 ) $ (82 ) $ (92 ) $ 36 Participating non-controlling interests in a holding subsidiary held by the partnership 7 3 11 11 The partnership (1,516 ) 37 (2,738 ) 165 $ (1,632 ) $ (42 ) $ (2,819 ) $ 212 Table of Contents Brookfield Renewable Corporation Consolidated Statements of Cash Flows For the three months ended December 31 For the twelve months ended December 31 UNAUDITED (MILLIONS) 2020 2019 2020 2019 Operating activities Net income $ (1,632 ) $ (42 ) $ (2,819 ) $ 212 Adjustments for the following non-cash items: Depreciation 259 273 1,065 983 Unrealized foreign exchange and financial instruments loss (gain) (64 ) (8 ) (78 ) 12 Share of earnings from equity-accounted investments 1 (3 ) 4 (12 ) Deferred income tax expense (166 ) (30 ) (134 ) 3 Other non-cash items 361 77 409 109 Remeasurement of BEPC exchangeable and class B shares 1,398 2,561 Net change in working capital and other (36 ) (58 ) (16 ) 49 121 209 992 1,356 Financing activities Non-recourse borrowings, net (99 ) (79 ) 13 584 Capital contributions from participating non-controlling interests 300 294 329 294 Capital contributions from the partnership 102 13 Issuance of exchangeable shares, net (23 ) (44 ) Distributions paid and return of capital: To participating non-controlling interests (230 ) (186 ) (595 ) (673 ) To the partnership 1 (361 ) (235 ) (628 ) Borrowings from related party, net (64 ) 251 (45 ) 122 (115 ) (81 ) (475 ) (288 ) Investing activities Acquisitions net of cash and cash equivalents in acquired entity (105 ) (732 ) Investment in property, plant and equipment (175 ) (284 ) (373 ) (406 ) Disposal of subsidiaries, associates and other securities, net 6 17 Restricted cash and other 126 69 (17 ) 36 (43 ) (215 ) (478 ) (1,102 ) Foreign exchange gain (loss) on cash 15 2 12 (4 ) Cash and cash equivalents Increase (decrease) $ (22 ) $ (85 ) $ 51 $ (38 ) Balance, beginning of period 377 389 304 342 Balance, end of period $ 355 $ 304 $ 355 $ 304 Table of Contents The following table reconciles net income (loss) attributable to the partnership to Funds From Operations for the three and twelve months ended December 31: UNAUDITED (MILLIONS) For the three months ended December 31 For the twelve months ended December 31 2020 2019 2020 2019 Net income (loss) attributable to the partnership $ (1,516 ) $ 37 $ (2,738 ) $ 165 Adjusted for proportionate share of: Depreciation 114 74 361 301 Other 39 (14 ) 102 14 Dividends on BEPC exchangeable shares 50 116 Remeasurement of BEPC exchangeable and BEPC class B shares 1,398 2,561 Funds From Operations $ 85 $ 97 $ 402 $ 480 Ownership and Organization Structure The following diagram provides an illustration of the simplified corporate structure of our group. All ownership is 100% unless otherwise indicated. (1) Brookfield s general partner interest is held through Brookfield Renewable Partners Limited, a Bermuda company that is indirectly wholly owned by Brookfield Asset Management. Table of Contents (2) Brookfield s limited partnership interest in BRELP, held in redeemable/exchangeable partnership units, is redeemable for cash or exchangeable for BEP units in accordance with the redemption-exchange mechanism contained in BRELP s limited partnership agreement, which could result in Brookfield owning approximately 56.09% of BEP s issued and outstanding BEP units assuming exchange of the redeemable/exchangeable partnership units (and including the issued and outstanding BEP units that Brookfield currently also owns). (3) Brookfield owns 50.4% of BEP on a fully-exchanged basis, assuming the exchange of all of the outstanding redeemable/exchangeable partnership units and all BEPC exchangeable shares. (4) Brookfield has provided an aggregate of $5 million of working capital to certain Holding Entities through a subscription for shares. (5) Guarantors of Finco Bonds. (6) Guarantors of BRPPE Class A Preference Shares. (7) Guarantors of BEP Class A Preferred Units. (8) The Service Provider provides services to the Service Recipients pursuant to the Master Services Agreement. (9) BEP has voting control of BRELP by way of a voting agreement. (10) As of the date of this prospectus, Brookfield, directly and indirectly, holds approximately 34.7% of BEPC exchangeable shares (or 26.0% following completion of this offering or 24.7% if the Over-Allotment Option is exercised in full). In addition, the partnership, which itself is controlled by Brookfield, holds all of the issued and outstanding BEPC class B shares, having a 75% voting interest in BEPC, and BEPC class C shares. Through their ownership of BEPC exchangeable shares and BEPC class B shares, Brookfield and the partnership collectively hold an approximate 83.7% voting interest in our company (or 81.5% following completion of this offering or 81.2% if the Over-Allotment Option is exercised in full). Relationship with Brookfield Our organizational and ownership structure involves a number of relationships that may give rise to conflicts of interest between our company and our shareholders, on the one hand, and Brookfield and the partnership, on the other hand. For example, our company s board of directors mirrors the board of directors of the general partner of BEP, except that our company s board of directors has one additional non-overlapping board member to assist our company with, among other things, resolving any conflicts of interest that may arise from our relationship with the partnership. Eleazar de Carvalho Filho currently serves as the non-overlapping member of our company s board of directors. Mr. de Carvalho Filho previously served on the board of directors of the general partner of BEP from 2013 until shortly prior to the completion of the special distribution. If in the 12 months following the special distribution, our company considers a related party transaction in which BEP is an interested party within the meaning of MI 61-101, Mr. de Carvalho Filho will not be considered an independent director under MI 61-101 for purposes of serving on a special committee to consider such transaction. In certain instances, the interests of Brookfield or the partnership may differ from the interests of our company and our shareholders. Further, Brookfield may make decisions, including with respect to tax or other reporting positions, from time to time that may be more beneficial to one type of investor or beneficiary than another, or to Brookfield rather than to our company and our shareholders. See Relationship with Brookfield Conflicts of Interest and Fiduciary Duties below for more information. Our Dividend Policy Our board of directors may declare dividends at its discretion. However, each BEPC exchangeable share has been structured with the intention of providing an economic return equivalent to one BEP unit and it is expected that dividends on BEPC exchangeable shares will continue to be declared and paid at the same time as distributions are declared and paid on the BEP units and that dividends on each BEPC exchangeable share will continue to be declared and paid in the same amount as are declared and paid on each BEP unit to provide holders of BEPC exchangeable shares with an economic return equivalent to holders of BEP units. Additionally, Table of Contents pursuant to the Equity Commitment Agreement, BEP has agreed that it will not declare or pay any distribution on the BEP units if on such date our company does not have sufficient funds or other assets to enable the declaration and payment of an equivalent dividend on the BEPC exchangeable shares. BEP pursues a strategy which our group expects will provide for highly stable, predictable cash flows sourced from predominantly hydroelectric, wind and solar assets ensuring a sustainable distribution yield. Our group s objective is to pay a distribution that is sustainable on a long-term basis and has set its target payout ratio at approximately 70% of Brookfield Renewable s FFO. Our Capital Structure Each BEPC exchangeable share has been structured with the intention of providing an economic return equivalent to one BEP unit (subject to adjustment to reflect certain capital events), including identical dividends on a per share basis as are paid on each BEP unit, and is exchangeable at the option of the holder for one BEP unit (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of our company), as more fully described in this prospectus. BEP may elect to satisfy its exchange obligation by acquiring such tendered BEPC exchangeable shares for an equivalent number of BEP units (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of our group). See Description of BEPC Share Capital Exchange by Holder Adjustments to Reflect Certain Capital Events . Our company and the partnership currently intend to satisfy any exchange requests on the BEPC exchangeable shares through the delivery of BEP units rather than cash. We therefore expect that the market price of BEPC exchangeable shares will be impacted by the market price of the BEP units and the combined business performance of our group as a whole. However, there are certain material differences between the rights of holders of BEPC exchangeable shares and holders of the BEP units under the governing documents of our company and the partnership and applicable law, such as the right of holders of BEPC exchangeable shares to request an exchange of their BEPC exchangeable shares for an equivalent number of BEP units or its cash equivalent (the form of payment to be determined at the election of our company) and the redemption right of our company. These material differences are described in the section entitled Comparison of Rights of Holders of BEPC Exchangeable Shares and BEP Units . In making an investment decision relating to BEP s securities, you should also carefully consult the documents prepared by BEP and described in the section of this prospectus entitled Brookfield Renewable Partners L.P. Information Regarding the BEP Units . Further, the BEPC exchangeable shares are held by public shareholders and Brookfield, and the BEPC class B shares and BEPC class C shares are held by the partnership. Dividends on each BEPC exchangeable share are expected to continue to be declared and paid at the same time and in the same amount per share as distributions on each BEP unit. The partnership s ownership of BEPC class C shares entitle it to receive dividends as and when declared by our board of directors. The holders of the BEPC exchangeable shares are entitled to one vote for each BEPC exchangeable share held at all meetings of our company s shareholders, except for meetings at which only holders of another specified class or series of shares of our company are entitled to vote separately as a class or series. The holders of the BEPC class B shares will be entitled to cast, in the aggregate, a number of votes equal to three times the number of votes attached to the BEPC exchangeable shares. Except as otherwise expressly provided in the BEPC articles or as required by law, the holders of BEPC exchangeable shares and BEPC class B shares will vote together and not as separate classes. Holders of BEPC class C shares have no voting rights. See Description of BEPC Share Capital . Rights Agreement Wilmington Trust, National Association (the rights agent ) and BAM have entered into a rights agreement (the Rights Agreement ), pursuant to which BAM has agreed that, until July 30, 2027 (and as automatically Table of Contents renewed for successive periods of two years, unless BAM provides the rights agent with written notice of termination in accordance with the terms of the Rights Agreement) in the event that, on the applicable specified exchange date with respect to any BEPC exchangeable shares submitted for exchange, (i) our company has not satisfied its obligation under our articles by delivering the BEP unit amount or its cash equivalent amount and (ii) the partnership has not, upon its election in its sole and absolute discretion, acquired such exchanged BEPC exchangeable shares from the holder thereof and delivered the BEP unit amount, BAM will satisfy, or cause to be satisfied, the obligations pursuant to our articles to exchange such subject BEPC exchangeable shares for the BEP unit amount or its cash equivalent. The holders of BEPC exchangeable shares have a right to receive the BEP unit amount or its cash equivalent in such circumstances (the secondary exchange rights ). BAM currently intends to satisfy any exchange requests on the BEPC exchangeable shares through the delivery of BEP units. After the expiry of the Rights Agreement, holders of BEPC exchangeable shares will continue to have all of the rights provided for in our articles but will no longer be entitled to rely on the secondary exchange rights. Management Fee and Incentive Distributions Our company, like the partnership, is externally managed by the Service Providers. Pursuant to the Master Services Agreement, in exchange for the management services provided to our group by the Service Providers, the partnership pays an annual management fee to the Service Providers of $20 million (adjusted annually for inflation at an inflation factor based on year over year United States consumer price index) plus 1.25% of the amount by which the market value of our group exceeds an initial reference value. The base management fee is calculated and paid on a quarterly basis. For purposes of calculating the base management fee, the market value of our group is equal to the aggregate value of all outstanding BEP units on a fully-diluted basis, preferred units and securities of the other Service Recipients (including BEPC exchangeable shares) that are not held by the partnership, plus all outstanding third party debt with recourse to a Service Recipient, less all cash held by such entities. BRP Bermuda GP Limited, a subsidiary of Brookfield, also receives incentive distributions based on the amount by which quarterly distributions on BRELP units (other than BRELP Class A Preferred Units), as well as economically equivalent securities of the other Service Recipients, including our company, exceed specified target levels as set forth in BRELP s limited partnership agreement. Our company is responsible for reimbursing the partnership for our proportionate share of the base management fee. Our company s proportionate share of the base management fee will be calculated on the basis of the value of our company s business relative to that of the partnership. See Relationship with Brookfield Incentive Distributions . For additional information, see BEPC Management The Master Services Agreement . Summary of Risk Factors We are subject to a number of risks of which you should be aware. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled Risk Factors of this prospectus. Risks Relating to Our Company Risks relating to the structure of our BEPC exchangeable shares, enforceability of the Rights Agreement and the combined business performance of our group as a whole. Risks relating to our limited separate operating history and holding company structure. Risks relating to the regulatory, political, economic and social conditions in South America. Risks relating to changes in our business, completion of new acquisitions and scope of our operations. Risks relating to identifying sufficient investment opportunities, acquiring distressed companies and capital recycling initiatives. Table of Contents Risks Relating to the BEPC Exchangeable Shares Risks relating to our ability to redeem the BEPC exchangeable shares and our group s ability to elect whether shareholders receive cash or BEP units upon a liquidation or exchange events. Risks relating to delays and negative market sentiment following exchange requests by holders of BEPC exchangeable shares. Risks relating to the trading prices and volatility of BEPC exchangeable shares and BEP units. Risks relating to the de-listing of our BEPC exchangeable shares. Risks relating to issuance of additional BEPC exchangeable shares or BEP units or other senior securities. Risks relating to our ability to pay dividends at current levels or at all. Risks relating to FPA and FERC regulations. Risks relating to application of applicable Canadian or U.S. rules relating to takeover bids, issuer bids and tender offers. Risks Relating to Our Operations and the Renewable Power Industry Risks relating to changes to hydrology at our hydroelectric facilities, wind conditions at our wind energy facilities, irradiance at our solar facilities or weather conditions generally. Risks relating to supply, demand and volatility in the energy market. Risks relating to our expiring contracts, counterparty defaults and renewal of our concessions and licenses. Risks relating to increases in water rental costs (or similar fees) or changes to the regulation of water supply. Risks relating to advances and investments in technology and increases in the cost of operating our plants. Risks relating to the amount of uncontracted generation in our portfolio, termination of the MRE or downward revisions of our company s reference amount. Risks relating to our use and enjoyment of real property rights for our wind and solar renewable energy facilities. Risks relating to equipment failure and any resulting loss of generating capacity and damage to the environment. Risks relating to uninsurable losses and higher insurance premiums. Risks relating to developments associated with the COVID-19 pandemic. Risks relating to ability to access interconnection facilities and transmission systems. Risks relating to litigation and other disputes, and governmental and regulatory investigations. Risks relating to our generating facilities being affected by local communities. Risks related to future labor disruptions and economically unfavorable collective bargaining agreements. Risks relating to our group s transactions and joint ventures, partnerships and consortium arrangements. Table of Contents Risks Relating to Our Relationship with Brookfield and the Partnership Risks relating to our dependence on Brookfield, the partnership and the Service Providers. Risks relating to our inability to have access to all renewable power acquisitions that Brookfield identifies. Risks relating to the departure of some or all of Brookfield s professionals. Risks relating to Brookfield s ownership position of our company. Risks relating to the lack of any fiduciary obligations imposed on Brookfield to act in the best interests of our shareholders or BEP s unitholders. Risks relating to the limited liability of the Service Providers to our company and the other Service Recipients. Risks relating to our inability to terminate the Master Services Agreement. Risks relating to our guarantees of certain debt obligations of the partnership. Risks Relating to Taxation Risks related to United States, Canadian and Bermudan taxation, and the effects thereof on our business. Each BEPC exchangeable share has been structured with the intention of providing an economic return equivalent to the one BEP unit. We therefore expect that the market price of BEPC exchangeable shares will be impacted by the market price of the BEP units and the combined business performance of our group as a whole. See Risk Factors in this prospectus and the risk factors included in BEP s Annual Report that BEP has incorporated herein by reference for a discussion of the risk factors applicable to Brookfield Renewable s business and an investment in BEPC exchangeable shares and BEP units. Corporate Information Our company s head office is at 250 Vesey Street, 15th Floor, New York NY 10281 and our company s registered office is at 1055 West Georgia Street, Suite 1500, P.O. Box 11117, Vancouver, British Columbia V6E 4N7. Our company s telephone number is +1 (212) 417-7000. The partnership s head and registered office is located at 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda and its telephone number at that address is +1 441 294-3304. Table of Contents Summary of Selected Financial Information The following tables present summaries of selected financial data and are derived from, and should be read in conjunction with, the audited financial statements of BEPC as at December 31, 2019 and December 31, 2018 and for each of the years in the three years ended December 31, 2019, and the unaudited interim financial statements of BEPC as at September 30, 2020 and December 31, 2019 and for the three and nine months ended September 30, 2020 and September 30, 2019 and the notes thereto, which are included elsewhere in this prospectus. Presentation of selected financial information as of December 31, 2016 and December 31, 2015 and for the fiscal periods ended December 31, 2016 and December 31, 2015 could not be provided without unreasonable effort or expense. Statement of Operating Results Data Nine months ended September 30 Years ended December 31 2020 2019 2019 2018 2017 Revenues $ 2,341 $ 2,445 $ 3,226 $ 2,979 $ 2,182 Other income 29 56 79 41 27 Direct operating costs (781 ) (785 ) (1,053 ) (1,053 ) (877 ) Management service costs (106 ) (72 ) (109 ) (71 ) (63 ) Interest expense (587 ) (516 ) (701 ) (670 ) (490 ) Share of earnings from equity-accounted investments (3 ) 9 12 17 5 Foreign exchange and financial instrument gain (loss) 11 (22 ) 5 57 (52 ) Depreciation (806 ) (710 ) (983 ) (862 ) (625 ) Other (64 ) (70 ) (197 ) (172 ) (4 ) Remeasurement of exchangeable and class B shares (1,163 ) Income tax recovery (expense) Current (26 ) (48 ) (64 ) (28 ) (38 ) Deferred (32 ) (33 ) (3 ) 340 (58 ) (58 ) (81 ) (67 ) 312 (96 ) Net income $ (1,187 ) $ 254 $ 212 $ 578 $ 7 Net income attributable to: Non-controlling interests Participating non-controlling interest in operating subsidiaries $ 31 $ 118 $ 36 $ 502 $ 13 Participating non-controlling interests in a holding subsidiary held by the partnership 4 8 11 4 The partnership (1,222 ) 128 165 72 (6 ) $ (1,187 ) $ 254 $ 212 $ 578 $ 7 Statement of Financial Position Data December 31 September 30, 2020 2019 2018 2017 Cash and Cash Equivalents $ 377 $ 304 $ 342 $ 262 Total assets 34,343 35,757 33,632 27,179 Borrowings 12,566 11,958 11,372 9,423 Equity Participating non-controlling interest in operating subsidiaries 8,212 10,258 9,666 6,870 Participating non-controlling interests in a holding subsidiary held by the partnership 209 268 273 240 The partnership 1,295 7,348 7,285 6,501 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/BHAT_blue-hat_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/BHAT_blue-hat_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/BHAT_blue-hat_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/BMBL_bumble-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/BMBL_bumble-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c8c31f2d612258c30b22ef7c0740ff347c5aa11d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/BMBL_bumble-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in shares of our Class A common stock. You should read this entire prospectus carefully, including the information incorporated by reference in this prospectus and any free writing prospectus prepared by us or on our behalf, including the section entitled Risk Factors in this prospectus, the documents incorporated by reference in this prospectus and the consolidated financial statements and the related notes thereto incorporated by reference in this prospectus, before you decide to invest in shares of our Class A common stock. Who We Are Bumble was founded because we noticed two different, yet related issues in our society: antiquated gender norms, and a lack of kindness and accountability on the internet. We observed that women were often treated unequally in society, especially in romantic relationships. At the same time, social networks created possibilities for connections, but they were focused on connections with people you already know and lacked guardrails to encourage better behavior online. We created Bumble to change this. The Bumble brand was built with women at the center where women make the first move. Our platform is designed to be safe and empowering for women, and, in turn, provides a better environment for everyone. We are leveraging innovative technology solutions to create a more inclusive, safe and accountable way to connect online for all users regardless of gender. Our platform enables people to connect and build equitable and healthy relationships on their own terms. We believe there is a significant opportunity to extend our platform beyond online dating into healthy relationships across all areas of life: love, friendships, careers and beyond. By empowering women across all of their relationships, we believe that we have the potential to become a preeminent global women s brand. Today, Bumble operates two apps, Bumble and Badoo, where over 40 million users come on a monthly basis to discover new people and connect with each other in a safe, secure and empowering environment. We are a leader in the fast-growing online dating space, which has become increasingly popular over the last decade and is now the most common way for new couples to meet in the United States according to a study published by Proceedings of the National Academy of Sciences ( PNAS ). Bumble and Badoo are two of the highest grossing online dating mobile applications globally, as of July 31, 2021, according to Sensor Tower, with Bumble and Badoo ranking among the top five grossing iOS lifestyle apps in 54 and 102 countries, respectively. We generated $542.2 million and $40.0 million of revenue in the period from January 29, 2020 to December 31, 2020 and in the period from January 1, 2020 to January 28, 2020, respectively. We generated $356.9 million of revenue for the six months ended June 30, 2021. The Bumble app, launched in 2014, is one of the first dating apps built with women at the center. On Bumble, women make the first move. Bumble is a leader in the online dating sector across several countries, including the United States, United Kingdom, Australia and Canada. We believe that because women feel more confident and empowered on our platform, they are more engaged than on other dating apps. As a result, we believe that Bumble has one of the highest percentages of women Paying Users among dating apps. According to OC&C Strategy Consultants LLP, UK ( OC&C ), within the North America freemium market, Bumble has approximately 30% more female users for every male user compared to the gender mix of users in the market who do not use Bumble. Additionally, according to OC&C, a higher percentage of Bumble s female users convert to payers than the market average. We had approximately 1.4 million Bumble App Paying Users during the six months ended June 30, 2021. Table of Contents The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 7, 2021 PRELIMINARY PROSPECTUS 15,000,000 Shares Bumble Inc. Class A Common Stock The selling stockholders named in this prospectus are offering 15,000,000 shares of our Class A common stock. Our shares of Class A common stock are listed on the Nasdaq Global Select Market ( Nasdaq ) under the trading symbol BMBL. On September 3, 2021, the closing sales price of our shares of Class A common stock as reported on Nasdaq was $59.94 per share. We will not receive any proceeds from the sale of shares of our Class A common stock by the selling stockholders. Prior to the consummation of this offering, certain of the selling stockholders will exchange Common Units for shares of our Class A common stock to be sold by them in the offering. See Principal and Selling Stockholders, Certain Relationships and Related Person Transactions Exchange Agreement and Organizational Structure. We are an emerging growth company as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. See Summary Implications of Being an Emerging Growth Company. Investing in shares of our Class A common stock involves risks. See Risk Factors beginning on page 23. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discounts and commissions $ $ Proceeds, before expenses, to the selling stockholders $ $ Please see the section entitled Underwriting for a description of compensation payable to the underwriters. To the extent that the underwriters sell more than 15,000,000 shares of our Class A common stock, the underwriters have the option to purchase up to an additional 2,250,000 shares of our Class A common stock from the selling stockholders at the public offering price less the underwriting discounts and commissions, within 30 days from the date of this prospectus. The underwriters expect to deliver the shares of our Class A common stock against payment in New York, New York on or about , 2021. Goldman Sachs & Co. LLC Citigroup The date of this prospectus is , 2021. Table of Contents The Badoo app, founded by Andrey Andreev and launched in 2006, was one of the pioneers of web and mobile free-to-use dating products. Badoo s mantra of Date Honestly extends our focus on building meaningful connections to everyone. Badoo continues to be a market leader in Europe and Latin America and is diversified across geographies as a top three grossing iOS lifestyle app in 73 countries as of July 31, 2021. We had approximately 1.5 million Badoo App and Other Paying Users during the six months ended June 30, 2021. Bumble is more than our apps we are powering a movement. Our mission-first strategy ensures that values guide our business decisions and our business performance enables us to drive impact. Our strategy is anchored by our powerful brand, product leadership, operational excellence and impact initiatives. Our scale helps us continuously innovate the user experience, enhance brand awareness and operate a durable business model. Examples of how our mission drives our business include: We purpose-built the Bumble app with features designed to empower women, giving them more control in relationships. We believe that by empowering women through rewriting relationship dynamics, we can make the world better for everyone. We extend the values underpinning Bumble through Badoo s focus on becoming the leading platform for honest dating. We have also redesigned Badoo s product features for safety and security enabling a more equitable, inclusive, safe and accountable way to connect online. We enhance our brand through impact initiatives beyond our apps, including initiatives such as policy advocacy to ban unwanted lewd images online and our commitment to invest in women founders through the Bumble Fund (our early-stage, corporate investing vehicle focused primarily on businesses founded and led by women of color). We enhance our brand through marketing campaigns centered around elevating women, including the Be the CEO Your Parents Wanted You to Marry and Believe Women campaigns. As we grow and execute on our mission, we will continue to increase our brand awareness, which we believe will attract more people to our platform. Our users connect deeply with our brand, making it a powerful marketing tool which generates word of mouth virality and strong, efficient user acquisition. As our community continues to grow, user engagement and monetization increase. These increases enable us to reinvest in product innovation and marketing and, in turn, attract more people to our platform. This results in powerful network effects, driving growth and strong unit economics. We believe that the best way to compete in a world where people have multiple ways to connect is through product innovation. We uniquely design our products to facilitate engagement prioritizing safety and accountability across the user experience. We continuously collect user feedback, which informs our product development roadmap. The more we know about our community s interests, the better we can innovate products that maximize their chances of making connections most likely to turn into the relationships they are looking for. The Bumble and Badoo apps share a common infrastructure, which allows insights to be shared between apps. Our shared infrastructure, built by a global team of engineers with expertise in mobile app and server development, data science, and machine learning, is also critical to providing our users with personalized and superior experiences. Our team has a strong track record of product leadership in online dating. We were among the first major dating apps to: Introduce automated photo verification as a safety feature (2016). Launch in-app video chat (2016). Leverage machine-learning capabilities to blur unsolicited lewd images (2019). Table of Contents MAKE THE FIRST MOVE Table of Contents We see significant upside in our core online dating market driven by the steady growth of the global singles population, increasing adoption of online dating both in the United States and globally and increasing propensity to pay for online dating. We started with online dating and now have insights from our community that have encouraged us to extend Bumble into many more areas of life. We have built our platform with the flexibility to pursue these opportunities in the future. For example, we are in the early stages of building products for platonic friendships and business networking with Bumble BFF and Bumble Bizz, respectively. There are approximately 3.8 billion women globally, of which approximately 1.1 billion are single and 1.8 billion are working. Women are often the household s primary decision maker and are estimated to have over $30 trillion of purchasing power globally; yet technology platforms are not being built specifically with women in mind. We believe that there is a significant opportunity to build on our foundation as a technology platform centered on women to become a preeminent global women s brand. Wherever women go, we can go too. Our financial model is characterized by a rare combination of growth, scale, strong profitability and cash flow generation. Both the Bumble and Badoo apps monetize via a freemium model where the use of our service is free and a subset of our users pay for subscriptions or in-app purchases to access premium features. These features maximize our users probability and speed of developing meaningful connections. For the period from January 29, 2020 to December 31, 2020, the period from January 1, 2020 to January 28, 2020 and the year ended December 31, 2019, we generated: Total Revenue of $542.2 million, $40.0 million and $488.9 million, respectively; Bumble App Revenue of $337.2 million, $23.3 million and $275.5 million, respectively; Badoo App and Other Revenue of $205.0 million, $16.7 million and $213.4 million, respectively; Net (Loss) Earnings of $(110.2) million, $(32.6) million and $85.8 million, respectively, representing Net (Loss) Earnings Margins of (20.3)%, (81.4)% and 17.6% respectively; Adjusted EBITDA of $143.1 million, $9.4 million and $101.8 million respectively, representing Adjusted EBITDA Margins of 26.4%, 23.4% and 20.8%, respectively; Net cash provided by (used in) operating activities of $56.3 million, $(3.3) million and $101.4 million, respectively, and Operating Cash Flow Conversion of (51.1%), 10.2% and 118.1%, respectively; and Free Cash Flow of $45.6 million, $(4.4) million and $91.7 million, respectively, representing Free Cash Flow Conversion of 31.9%, (46.4)% and 90.1%, respectively. For the six months ended June 30, 2021, the period from January 29, 2020 to June 30, 2020, and the period from January 1, 2020 to January 28, 2020 we generated: Total Revenue of $356.9 million, $214.3 million and $40.0 million, respectively; Bumble App Revenue of $240.0 million, $128.9 million and $23.3 million, respectively; Badoo App and Other Revenue of $117.0 million, $85.4 million and $16.7 million, respectively; Net earnings (loss) of $312.3 million, $(61.3) million and $(32.6) million, respectively, representing net earnings (loss) margins of 87.5%, (28.6)% and (81.4)%, respectively; Adjusted EBITDA of $98.0 million, $45.2 million and $9.4 million, respectively, representing Adjusted EBITDA Margins of 27.4%, 21.1% and 23.4%, respectively; Net cash used in operating activities of $31.4 million, $35.8 million and $3.3 million, respectively, and Operating Cash Flow Conversion of (10.1)%, 58.4% and 10.2%, respectively; and Free Cash Flow of $(37.0) million, $(39.2) million and $(4.4) million respectively, representing Free Cash Flow Conversion of (37.8)%, (86.7)% and (46.4)%, respectively. Table of Contents In Love In Life In Work Table of Contents For a reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Conversion to the most directly comparable GAAP financial measures, information about why we consider Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Conversion useful and a discussion of the material risks and limitations of these measures, please see Part II Item 7 Management s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures in our 2020 Form 10-K and Part I Item 2 Management s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures in our Q2 2021 Form 10-Q, in each case incorporated by reference in this prospectus. Our Opportunity According to a study published by PNAS, online dating is the most common way for couples to meet in the United States. As of 2017, approximately 40% of new couples met online, surpassing bars, restaurants, and friends as the top source. However, adoption of online dating in the United States and globally has substantial runway. The market is buoyed by tailwinds including increased mobile phone penetration, delayed marriage and changing cultural norms around marriage and dating. Because of the unparalleled ease and convenience of finding a potential date, we believe the adoption of online dating has significant upside. Source: Michael J. Rosenfeld, Reuben J. Thomas, and Sonia Hausen. 2019. Disintermediating your Friends: How online dating in the United States displaces other ways of meeting. Proceedings of the National Academy of Sciences 116:17753 17758. https://www.pnas.org/content/116/36/17753. OC&C estimates that North America defined as the United States and Canada is the largest online dating market with approximately 44 million monthly active users of online dating representing an online dating market of approximately $2.0 billion as of 2020. OC&C estimates that on a global basis defined to exclude China there are approximately 190 million monthly active users of online dating representing a global online dating market of approximately $5.3 billion as of 2020. The North American online dating market is projected to grow approximately 11% annually from approximately $2.0 billion in 2020 to approximately $3.4 billion in 2025 and the global market is projected to grow approximately 13% annually from approximately $5.3 billion in 2020 to approximately $9.9 billion in 2025. Within the dating market, the freemium segment in North America is projected to grow approximately 16% annually from approximately $1.3 billion in 2020 to approximately $2.7 billion in 2025, and the global freemium segment is projected to grow approximately 18% annually from approximately $3.3 billion in 2020 to approximately $7.7 billion in 2025. The primary drivers of market growth include a growing singles population (defined as unmarried people), further penetration of online dating and Table of Contents Date Honestly Table of Contents increased monetization. We also see greenfield opportunities in emerging markets, including several countries with far more challenging gender dynamics that can benefit from our mission. While there are significant benefits to scale, we believe that online dating is not a winner-take-all market, with people using or having an average of two different apps installed on their phones at the same time to help diversify their network and maximize the probability of finding successful connections. Our scale, mission-driven brand and consistent product innovation position us well to be a top app choice for users. Our Value Proposition to Our Community Our goal is to create meaningful connections and healthy relationships for everyone. The Bumble app is helping redefine centuries-old gender dynamics to create a more equitable and balanced environment. The Badoo app encourages honesty in all connections. The values underpinning our mission extend across both apps to create more inclusive, safe spaces to meet and engage with new people. Meaningful Connections and Healthy Relationships. Whether a lifelong partnership or a great first date, we strive to provide users the tools to find what they are looking for. We are fundamentally changing people s lives, and that is reflected in our loyal community who serve as advocates for our platform long after they have stopped daily usage. Trust and Safety. We are focused on the trust and safety of our community. We have a zero-tolerance policy against misogynistic, abusive, and inappropriate behavior. We have reinforced that emphasis of online accountability through technology to support safety and security, including being among the first major dating apps to launch features such as video chat, to blur unwanted lewd images, and to introduce automated photo verification. Innovative Features. Singles turn to online dating because it provides them the opportunity to seamlessly meet new people virtually. Our obsession with every detail in the user journey drives our hyper-focus on continuously developing new features that keep the user experience fresh, fun, engaging and impactful. We especially emphasize product and feature development geared towards women on the Bumble app. A Large, Growing, Engaged Community. We have created a large, growing and engaged community with approximately 2.9 million average Total Paying Users as of June 30, 2021, up 24.9% from June 30, 2020. The sheer scale of our platform creates powerful network effects, with more users on the platform improving selection, which improves user experience and drives even more users to our platform. Our Strengths We believe the following strengths will drive our continued success in the fast-growing online dating market and beyond. Mission-Driven Brand Which Resonates Deeply With Users: Bumble is building a preeminent global women s brand founded to address antiquated gender norms and a lack of kindness and accountability on the internet. We built brand recognition through a commitment to empowering women, which is integral to every decision we make from the product features we launch to our marketing campaigns to our policy advocacy and philanthropic work. Relentless Focus on Product Leadership to Improve User Experience: We have been focused on transforming online dating user experiences through products designed to ensure safety and accountability. We were among the first major dating apps to introduce automated photo verification, to launch in-app video chat, and to leverage machine-learning capabilities to blur unsolicited lewd Table of Contents Table of Contents Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/BRCFF_brookfield_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/BRCFF_brookfield_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..44ef3b4a6033b0d8e7b67a1bc40ba16f17f8a055
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/BRCFF_brookfield_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights selected information contained elsewhere in this prospectus and in the documents incorporated herein by reference and does not contain all of the information you should know about our company, the class A exchangeable shares and the Brookfield Class A Shares. You should read this entire prospectus carefully, especially the
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/BRNS_barinthus_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/BRNS_barinthus_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c4e21821b05a85b0aad0533e74a4d156bc31b760
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/BRNS_barinthus_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in the ADSs. You should carefully read the entire prospectus, and the registration statement of which this prospectus is a part, including Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and the related notes, in each case included in this prospectus, before making an investment decision. Overview We are a clinical-stage biopharmaceutical company engaged in the discovery and development of novel immunotherapeutics and vaccines for the treatment and prevention of infectious diseases and cancer. We use our proprietary platform to develop product candidates that stimulate powerful, targeted immune responses against pathogens and tumor cells. We design our product candidates to stimulate immune responses that are robust, highly specific, and are differentiated by the magnitude of the T cell populations induced, which exhibit critical functionality and durability. We are focused on applying our platform capabilities and the expertise of our team to address significant unmet medical needs in two settings the therapeutic setting, for the treatment of chronic infectious diseases and cancer, and the prophylactic setting, for the prevention of infectious diseases, based on our platform s ability to respond rapidly to epidemic and pandemic threats. We have a broad pipeline of both clinical and preclinical stage therapeutic and prophylactic programs. Our current therapeutic programs include VTP-300 for the treatment of chronic hepatitis B infection, or CHB, VTP-200 for the treatment of human papilloma virus infection, or HPV, VTP-850 for the treatment of prostate cancer and VTP-600 for the treatment of non-small cell lung cancer, or NSCLC. Our current prophylactic programs include VTP-400 for the prevention of herpes zoster, or shingles, and VTP-500 for the prevention of Middle East respiratory syndrome, or MERS. In addition, we co-invented a COVID-19 vaccine candidate with the University of Oxford, which we assigned to Oxford University Innovation, or OUI, to facilitate the license of those rights by OUI to AstraZeneca UK Limited, or AstraZeneca. This vaccine is now known as COVID-19 Vaccine AstraZeneca, which we refer to as AZD1222. AstraZeneca has exclusive worldwide rights to develop and commercialize AZD1222. Scientists have successfully harnessed the immune system to prevent and treat diseases using a wide range of approaches over hundreds of years. In the prophylactic setting, vaccines aim to create lasting protective immunity, while in the therapeutic setting, immunotherapeutics aim to enhance the body s immune response to pathogens and infected or cancerous cells to enable a cure. A key element of the immune system is specialized white blood cells, or lymphocytes. B cells and T cells are the two main types of lymphocytes. B cells are responsible for generating antibodies, while T cells assist in the clearance of acute and chronic infections, such as hepatitis B virus and HPV, and are involved in killing cells that become cancerous. Over the past three decades, hundreds of vaccine and immunotherapy trials have examined a wide variety of approaches that induce the production of cytotoxic, or CD8+, T cells against infected and cancerous cells. These trials have demonstrated that different vaccine and immunotherapy approaches induce different breadths and magnitudes of immune response. While there have been many successes, certain diseases requiring a robust CD8+ T cell response have remained resistant to existing approaches. Infected or cancerous cells are recognized through pathogen-specific molecules, or antigens, which are foreign to the human body. Our platform is designed to stimulate the production of very high levels of T cells, in addition to antibodies, against such antigens. Our approach for the treatment or prevention of a disease with a known target antigen is to prime the immune system with an initial injection of a proprietary adenovirus vector encoded with the target antigen. In the therapeutic setting, this is typically followed by a boost with a second, different viral vector encoded with the same antigen. This is known as a heterologous prime-boost approach. We employ unique antigen design strategies to optimize immune presentation and maximize the desired type of antibody and/or T cell immunogenicity that we are seeking to induce. This heterologous prime-boost approach has been shown to provide the highest magnitude and durable immunogenic CD8+ T cell response induced in humans to date. Our platform is further differentiated by its flexibility, applicability across diseases in both the therapeutic and prophylactic setting, favorable tolerability profile and proven rapid production on a large scale. TABLE OF CONTENTS The chart below provides key information about our programs. Our Platform Our proprietary platform comprises several components that, when combined, allow us to develop product candidates designed to induce high and durable levels of antigen-specific T cells and B cells, to prevent and treat infectious diseases and cancer. The key elements of our platform include our proprietary modified simian adenoviral vectors, known as ChAdOx1 and ChAdOx2, as well as the modified vaccinia Ankara, or MVA, boost vector, both with an inability to replicate in humans. We believe both ChAdOx1 and MVA have favorable tolerability profiles, based on extensive clinical testing performed by us and others. MVA has also been administered in commercial use and in multiple clinical trials to over 130,000 people without significant safety issues, including 120,000 of whom received it as a next-generation smallpox vaccine in Germany. The combination of a ChAdOx prime with MVA boost has consistently generated significantly higher magnitudes of CD8+ T cells as compared to other technologies and approaches. We have also developed proprietary enhancements for both our ChAdOx and MVA vectors to increase T cell induction and response, and we employ unique antigen design strategies to optimize in vivo immune presentation and maximize the desired type of immunogenicity while maintaining an optimal tolerability profile. In addition, our understanding and expertise in manufacturing optimization has allowed us to manipulate adenovirus genomes to enable rapid generation of recombinant adenoviral vectors at Good Manufacturing Practice, or GMP, standards at exceptional speed and significant scale. Our Therapeutic Product Candidates We have several therapeutic programs in our pipeline focusing on infectious diseases and oncology. We designed VTP-300 to enable a functional cure for patients with CHB, a life-threatening disease that affects an estimated 257 million people worldwide. VTP-300 is a novel immunotherapy candidate that we intend to administer in combination with a low-dose anti-PD-1 antibody in order to overcome the immune suppression and T cell exhaustion that results from CHB. We are currently conducting a Phase 1 safety and immunogenicity clinical trial in healthy volunteers and CHB patients. Safety and immunogenicity data from both healthy volunteers and CHB patients is expected to read out in the third quarter of 2021. We are also conducting a Phase 1/2a clinical trial in CHB patients, for which we expect to receive interim data in the fourth quarter of 2021. We are developing VTP-200 as a potential curative treatment for persistent high-risk HPV infection and associated pre-cancerous lesions. An estimated 291 million women worldwide are carriers of HPV DNA, which can progress to pre-cancerous cervical lesions if untreated. We initiated our Phase 1/2a clinical trial of VTP-200 in March 2021 in Europe and the UK with interim efficacy results expected in the first quarter of 2022. We are developing our prostate cancer immunotherapy candidate, VTP-850, for castration resistant and metastatic prostate cancer. Prostate cancer is the fifth leading cause of cancer-related death in men TABLE OF CONTENTS worldwide. VTP-850 builds on the positive data from a Phase 1/2a clinical trial of VTP-800, our first-generation product candidate which encodes 5T4, an antigen expressed by most prostate cancers. VTP-800 has been administered to patients with prostate cancer in two clinical trials sponsored by the University of Oxford. We are developing VTP-850 with the goal of inducing a broader immune response by targeting 5T4 plus additional important antigens expressed by prostate cancer cells. We plan to start a Phase 1/2 clinical trial of VTP-850 in the first quarter of 2022. In addition, we are developing VTP-600, our immunotherapy candidate designed to encode the tumor-associated antigens MAGE-A3 and NY-ESO-1 initially for the treatment of NSCLC in combination with standard of care treatment, chemotherapy and pembroluzimab. Lung cancer is the most common cancer diagnosis and cause of cancer death worldwide, with 85% of cases classified as NSCLC. About 25% to 30% of NSCLC patients have squamous histology and the remainder have non-squamous histology. MAGE-A3 is expressed in 48% of squamous NSCLC and 24% of non-squamous NSCLC. NY-ESO-1 has been shown to have an expression rate of 27% across all NSCLC types. We plan to initiate a first-in-human Phase 1/2a trial in the second quarter of 2021, in collaboration with and sponsored by Cancer Research UK. Our Prophylactic Product Candidates VTP-400 is our vaccine candidate in development to prevent shingles in adults aged 50 years and older. There are an estimated 140 million cases globally of shingles each year, which can result in significant post-infection pain, known as post-herpetic neuralgia, or even death. We plan to initiate a Phase 1 clinical trial of VTP-400 for shingles prevention in the UK in the first half of 2022. Our regional partner in China and Southeast Asia, CanSino, plans to initiate a Phase 1 clinical trial of VTP-400 for shingles prevention in China in the first half of 2022. We plan to seek non-dilutive funding to initiate a parallel Phase 1 clinical trial to be conducted in the UK. We believe our platform also positions us to develop vaccines very rapidly against epidemic and pandemic threats, as demonstrated by the ongoing clinical trials of AZD1222 for the prevention of COVID-19, which entered the clinic within three months from initial antigen design. As of April 26, 2021, more than 145 million confirmed cases of COVID-19 have been reported worldwide. As of April 26, 2021, AstraZeneca has announced that AZD1222 has been granted a conditional marketing authorization or emergency use authorization in more than 70 countries, including the United Kingdom, India and Brazil, and the Emergency Use Listing granted by the WHO in February 2021 will expand access to AZD1222 in up to 142 countries through the WHO s COVAX initiative. In March and April 2021, several countries announced that they were either temporarily suspending the use of a particular batch of AZD1222 or the use of AZD1222 altogether following reports of thromboembolic events in people at varying times following vaccination. On April 7, 2021, the European Medicine Agency, or EMA, and the UK s Medicines and Healthcare products Regulatory Agency, or MHRA, issued updates confirming that the overall benefit-risk profile of AZD1222 remains positive, but requesting that unusual blood clots with low blood platelets be listed as very rare side effects of AZD1222. Several countries have announced their intentions to resume use of AZD1222, although some countries have limited its use in certain age groups. The EMA, MHRA, and WHO, along with individual EU Member States, will continue to assess available safety data as AZD1222 continues to be administered, and these recommendations may change. In addition, on March 22, 2021, AstraZeneca announced high-level results from an interim analysis of the Phase 3 trial of AZD1222 in the United States using a cut-off date of February 17, 2021, which indicated 76% efficacy at preventing symptomatic COVID-19. However, published studies have indicated that AZD1222 has a lower efficacy against certain variants of COVID-19, including the B.1.351 variant of COVID-19, which was first observed predominantly in South Africa, and the B117 variant, which was first observed in the United Kingdom in late 2020, but have since spread to other geographies. As a result, the use of the AZD1222 vaccine has been stopped in South Africa. We are developing VTP-500 as a vaccine candidate to prevent infection and subsequent disease caused by the MERS coronavirus. Although human-to-human transmission appears to be rare, MERS coronavirus has the potential to cause epidemics, infecting hundreds to thousands of people and causing significant TABLE OF CONTENTS morbidity and mortality in 34% of the infected individuals. Clinical efficacy trials to prevent MERS are challenging to execute due to the sporadic nature of infection, however we have demonstrated positive Phase 1 safety and immunogenicity data. A second Phase 1 clinical trial is ongoing in Saudi Arabia with topline data expected in the second quarter of 2021. Our Strategy We aim to discover, develop and commercialize novel immunotherapeutics and vaccines. We pursue this by using our proprietary platform and deep understanding of vaccinology, immunology and oncology. Key elements of our strategy include working to: Capitalize on our proprietary platform to develop novel immunotherapeutic and vaccine product candidates that address major unmet medical needs in infectious diseases and cancer. We plan to apply the experience we and our collaborators have gained in developing our most advanced programs to drive the efficient development of our earlier stage product candidates. Advance our infectious disease pipeline programs, including our lead HBV and HPV programs, through clinical development and regulatory approval. Our platform stimulates powerful T cell and antibody-based immune responses that we use to target challenging infectious disease pathogens, in both the therapeutic and prophylactic settings. Progress our lead oncology therapeutic programs in prostate cancer and lung cancer through clinical development and toward potential regulatory approval in combination with current standards of care. Our platform is capable of stimulating robust CD8+ T cell-driven immune responses to target tumor cells. On the basis of the clinical data we generate with these product candidates in our initial indications, we may seek to expand development into additional indications and treatment settings. Deploy our platform in order to respond rapidly to major new emerging diseases. Using our platform, we have the capability to develop powerful targeted vaccine candidates rapidly against epidemic and pandemic threats. It has been demonstrated that these vaccine candidates can be advanced through preclinical studies and clinical development rapidly and we believe we will be capable of production at sufficient scale, costs and supply chain logistical requirements to meet high global demand. Invest in our platform in order to enable next-generation product candidates. We plan to continue investing in our platform in order to develop next-generation technologies, including novel viral vectors, which we believe will keep us at the cutting edge of the immunotherapy and vaccine fields. We also intend to evaluate novel technologies that have the potential to augment the immune response profile of our current product candidates. Expand on the value of our product candidates through partnerships. We currently intend to maintain full ownership of our HBV, HPV and prostate cancer programs through generation of proof-of-concept data. Once we have established proof-of-concept, we may evaluate potential collaborations or partnerships that could, for example, enhance the value of these programs for our shareholders through the expansion of the development plans and the ultimate commercial reach for these programs. Where appropriate in the future, however, we will retain control through to approval and launch. Leverage the expertise of our scientific founders, key advisors and employees to remain at the forefront of immunotherapy and vaccinology. We will use the collective expertise of this group, combined with the capabilities of our platform, to develop novel technology platforms and product candidates in order to maintain a leading role in the treatment and prevention of infectious diseases and cancer. Our History and Team We were founded in May 2016 as a spin-out from a leading institution in the United Kingdom, the Jenner Institute at the University of Oxford, with the aim of developing and commercializing innovative immunotherapeutics and vaccines to treat and prevent major infectious diseases and cancer. Our scientific TABLE OF CONTENTS founders, Professor Adrian Hill and Professor Sarah Gilbert, are leaders in the fields of infectious diseases, immunology, vaccine development and viral vectors. We have assembled a management team with extensive expertise in building and operating biopharmaceutical organizations that have discovered, developed and delivered innovative medicines to patients. Our management team has broad experience and successful track records in biopharmaceutical research, clinical development, regulatory affairs, manufacturing and commercialization, as well as in business, operations, and finance. Our board of directors has extensive expertise in the fields of science, business and finance. To date, we have raised $216 million from leading investors, including Future Planet Capital, Gilead Sciences, GV, Korean Investment Partners, Liontrust Asset Management, M&G Investment Management, Oxford Sciences Innovation, Sequoia Capital China and Tencent. Recent Developments Series B Financing In March 2021, we issued 8,947,713 Series B preferred shares, or the Series B Shares, at a subscription price of $14.00 per share for a total of $125.2 million. At the time of completion of the Series B financing, our previously issued convertible loan notes, or the 2020 Notes, converted into Series B Shares for cash consideration of approximately $43 million. Corporate Information Vaccitech (UK) Limited (formerly Vaccitech Limited) was incorporated under the laws of England and Wales in January 2016 as a private limited company. As a result of our corporate reorganization described below, Vaccitech plc is the issuer of the securities described in this prospectus. Vaccitech plc is the ultimate parent company of five subsidiaries: Vaccitech (UK) Limited (formerly Vaccitech Limited), Vaccitech Australia Pty Limited, Vaccitech Oncology Limited, Vaccitech USA, Inc. and Vaccitech Italia S.R.L. Our principal executive office is located at The Schr dinger Building, Heatley Road, The Oxford Science Park, Oxford OX4 4GE and our telephone number is +44 (0) 1865 818 808. Our website address is www.vaccitech.co.uk. We have included our website address in this prospectus solely as an inactive textual reference. The information contained on or accessible through our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase the ADSs. Corporate Reorganization Pursuant to the terms of a corporate reorganization effected prior to the completion of this offering, all shareholders of Vaccitech (UK) Limited (formerly Vaccitech Limited) exchanged each of the shares held by them for one of the same class of newly issued shares of Vaccitech Rx Limited and, as a result, Vaccitech (UK) Limited (formerly Vaccitech Limited) became a wholly owned subsidiary of Vaccitech Rx Limited. Subsequently, we re-registered Vaccitech Rx Limited as a public limited company and renamed it as Vaccitech plc. Please see Corporate Reorganization for more information. Risks Associated With Our Business Our ability to implement our business strategy is subject to numerous risks that you should be aware of before making an investment decision. These risks are described more fully in the section titled Risk Factors in this prospectus. These risks include, among others: we are a clinical-stage biopharmaceutical company with no approved products and a limited operating history. We have incurred significant losses since inception. We expect to incur losses for at least the next several years and may never achieve or maintain profitability; any payments we receive in connection with certain milestones or net sales under the AstraZeneca License Agreement may differ materially from those described in this prospectus, and there can be no assurance that we will receive any such payments at all; we have not generated any material revenue from our product candidates; TABLE OF CONTENTS even if we consummate this offering, we will need substantial additional funding. If we are unable to raise capital when needed, we would be compelled to delay, reduce or eliminate our product development programs or commercialization efforts; if we are unable to advance our current or future product candidates into and through clinical trials, obtain marketing approval and ultimately commercialize any product candidates we develop, or experience significant delays in doing so, our business will be materially harmed; clinical development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future clinical trial results. We may encounter substantial delays in clinical trials, or may not be able to conduct or complete clinical trials on the expected timelines, if at all. If our preclinical and clinical studies are not sufficient to support marketing authorization of any of our product candidates, we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development of such product candidate; our product candidates are based on a novel approach to the treatment of cancer, which makes it difficult to predict the time and cost of product candidate development; the market opportunities for certain of our oncology product candidates may be relatively small as it may be limited to those patients who are ineligible for or have failed prior treatments and our estimates of the prevalence of our target patient populations may be inaccurate; we face substantial competition in an environment of rapid technological change, which may result in others discovering, developing, obtaining marketing authorization approval or commercializing products before or more successfully than we do, which may adversely affect our financial condition and our ability to successfully market or commercialize our product candidates; the outbreak of the novel coronavirus disease, COVID-19, has adversely impacted our business and we expect will continue to adversely impact some aspects of our business, including our preclinical studies and clinical trials; we rely, and expect to continue to rely, on third parties to conduct certain of our preclinical studies and clinical trials. If these third parties do not properly and successfully carry out their contractual duties or meet expected deadlines, we may not be able to obtain marketing authorizations for, or commercialize, our product candidates and our business could be substantially harmed; we may form or seek additional collaborations or strategic alliances or enter into additional licensing arrangements in the future, and we may not realize the benefits of such collaborations, alliances or licensing arrangements; the marketing authorization application processes of the FDA, the EMA, MHRA and other comparable foreign regulatory authorities are lengthy, time-consuming and inherently unpredictable, and if we are ultimately unable to obtain marketing authorizations for our product candidates, or the marketing authorization is for a narrower indication than we seek, our business will be substantially harmed; even if we receive marketing authorization for our product candidates, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our product candidates; if we are unable to obtain and maintain patent protection for any products we develop and for our technology, or if the scope of the patent protection obtained is not sufficiently broad, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize any product candidates we may develop and our technology may be adversely affected; TABLE OF CONTENTS our rights to develop and commercialize our technology and product candidates are subject, in part, to the terms and conditions of licenses granted to us by others and if we fail to comply with our current or future obligations in any agreements under which we license intellectual property rights from third parties or otherwise experience disruptions to our business relationships with our licensors, we could lose license rights that are important to our business; we are highly dependent on our key personnel, and if we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy; we will need to grow the size of our organization and we may experience difficulties in managing this growth; we identified material weaknesses in connection with our internal control over financial reporting. Although we are taking steps to remediate these material weaknesses, we may not be successful in doing so in a timely manner, or at all, and we may identify other material weaknesses; if we were classified as a passive foreign investment company, it would result in adverse U.S. federal income tax consequences to U.S. Holders (as defined below); a variety of risks associated with operating our business internationally could materially adversely affect our business; and our business and results of operations may be negatively impacted by the UK s withdrawal from the EU. Implications of Being an Emerging Growth Company We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include: the ability to present only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced Management s Discussion and Analysis of Financial Condition and Results of Operations disclosure; reduced disclosure about our executive compensation arrangements; not being required to hold advisory votes on executive compensation or to obtain shareholder approval of any golden parachute arrangements not previously approved; exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting; and an exemption from compliance with the requirements of the PCAOB regarding the communication of critical audit matters in the auditor s report on the financial statements. We may take advantage of these emerging growth company exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more, (ii) the last day of our fiscal year following the fifth anniversary of the date of the closing of this offering, (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission. We may choose to take advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock. TABLE OF CONTENTS The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected to avail ourselves of this exemption and, therefore, we will not be subject to the same timing of adoption of new or revised accounting standards as other public companies that are not emerging growth companies. We are also a smaller reporting company, meaning that the market value of our shares held by non-affiliates plus the proposed aggregate amount of gross proceeds to us as a result of this offering is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company after this offering if either (i) the market value of our shares held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our shares held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/BROS_dutch_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/BROS_dutch_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a4b3ba62be1817c6417126f302ca0691c5560692
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/BROS_dutch_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including Risk Factors, Special Note Regarding Forward-Looking Statements and Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless otherwise indicated, references to our common stock include our Class A common stock, Class B common stock, Class C common stock and Class D common stock. OUR COMPANY Dutch Bros is a fun loving, mind-blowing company making a massive difference, one cup at a time. Dutch Bros is a high growth operator and franchisor of drive-thru shops that focus on serving high QUALITY, hand-crafted beverages with unparalleled SPEED and superior SERVICE. Founded in 1992 by brothers Dane and Travis Boersma, Dutch Bros began with a double-head espresso machine and a pushcart in Grants Pass, Oregon. While espresso-based beverages are still at the core of what we do, Dutch Bros now offers a wide variety of unique, customizable cold and hot beverages that delight a broad array of customers. In 2020, approximately 82% of our beverages were served cold. We believe Dutch Bros is more than just the products we serve we are dedicated to making a massive difference in the lives of our employees, customers and communities. This combination of hand-crafted and high-quality beverages, our unique drive-thru experience and our community-driven, people-first culture has allowed us to successfully open new shops and continue to share the Dutch Luv. Today, we believe that Dutch Bros is one of the fastest-growing brands in the foodservice and restaurant industry in the United States by location count. In the past five and a half years, we have increased our shop count from 254 shops in seven states at the end of 2015 to 471 shops in 11 states as of June 30, 2021. As of June 30, 2021, 264 of our shops were franchised and 207 were company-operated. Company-operated shops generated a shop-level contribution margin, a non-GAAP financial measure, of 29% in 2020, prior to expenses related to the COVID-19 pandemic, resulting in highly attractive returns on our invested capital. While our current franchise partners continue to open new shops in their existing markets, the highly attractive financial returns generated by our new shops, coupled with our desire to ensure our people development and culture, have caused us to focus primarily on company-operated shops as we accelerate our new shop development. Despite the COVID-19 pandemic and September 2020 s west coast wildfires, systemwide average unit volume ( AUV ) grew approximately 3% during 2020 to approximately $1.7 million. With an average check of approximately $7.50, we are busy from early morning through the end of the day to generate these AUVs. 2020 also represented our fourteenth consecutive year of positive same shop sales growth. In 2020, we generated $327.4 million of revenue, $5.7 million of net income, and $69.8 million of Adjusted EBITDA, a non-GAAP financial measure, resulting in an Adjusted EBITDA margin, a non-GAAP financial measure, of 21.3%. In the twelve months ended June 30, 2021, we generated $404.5 million of revenue, $6.3 million of net income, and $80.1 million of Adjusted EBITDA, resulting in an Adjusted EBITDA margin of 19.8%. Our Adjusted EBITDA grew from $39.6 million in 2018 to $80.1 million in the twelve months ended June 30, 2021. The Dutch Bros Experience Dutch Bros is entirely focused on delivering on its core values of quality, speed and service in every interaction we have. Every visit to Dutch Bros should feel like a celebration. Broistas are genuinely excited to serve our customers and interested in how they can make their day better. Runners greet customers before they get to the drive-thru window to personalize every order and, when needed, explain our menu. They use tablets to take orders, allowing broistas to sequence the crafting of beverages and manage car throughput in the drive-thru lane, ensuring that quality, speed and service remain consistent throughout the day. Broistas serve our beverages with a smile, an encouraging word or a high-five. Our Broistas We believe people are the key to our success, and broistas are the face of Dutch Bros. At Dutch Bros, we embrace a customer-first attitude and use every interaction during the drive-thru experience to connect with our customers. We are committed to attracting and retaining broistas who are passionate about delivering an awesome customer experience each and every day. That begins by hiring the right people. These people are then trained and provided support to enable them to remember our regular customers by name, recall their usual order, have treats ready for four-legged members of the family and know when to offer a complimentary drink to someone having a tough day. There is a hint of magic in the details of the Dutch Bros experience that has built our strong base of recurring, loyal customers and contributed to our sustained growth. Our Menu Dutch Bros honors and improves upon the classics while sitting on the cutting edge of flavor innovation. Our hand-crafted beverage-focused lineup features hot and cold espresso-based beverages, cold brew coffee products, our proprietary Dutch Bros. Blue Rebel energy drinks, tea, lemonade, smoothies and other beverages curated from the Dutch Bros secret menu. Dutch Bros. Blue Rebel can only be found at Dutch Bros shops. This popular afternoon pick-me-up serves as the base of many of our customized beverages and is the main driver of our afternoon daypart. The diversity of the menu is further expanded through customizations like adding soft-top, a sweet, creamy whipped topping, to almost any order. Our Private Reserve coffee is a 100% Arabica three bean blend sourced through our in-house coffee roasting facility and extracted using the finest La Marzocco machines to deliver shots of smooth, full-bodied espresso. You would be hard pressed to find the breadth of our unique and highly customized beverages at any other retailer, and we believe the variety, innovation and customization of our menu drives broad demographic appeal and balance throughout the day and across all geographies. Iced Tiger s Blood LemonadeBirthday Cake FrostBlended Aftershock RebelGolden Eagle Freeze Hot AnnihilatorIced CaramelizerIced Electric Berry Rebel Our Shops Our business model is built around highly efficient drive-thrus, which place a premium on customer convenience without sacrificing the personal experience. Our new shops are typically 865 to 950 square feet, and we target lots that are at least 25,000 square feet to handle substantial car volume throughout the day. All our shops deploy either a single or double drive-thru window with multiple feeder lanes for traffic flow. Most of shops also have walk-up ordering windows, party patios and escape lanes to prevent unnecessary congestion. Our shops generated best-in-class economics with 2020 systemwide AUVs of approximately $1.7 million and strong company-operated shop-level contribution margin of approximately 29%, prior to expenses related to the COVID-19 pandemic, creating impressive returns on invested capital. As of December 31, 2020, 99% of our mature company-operated shops generated positive shop-level contribution, and 91% of shops open more than 15 months generated shop-level contribution margin above 20%. Our Long-Term Franchise Partners Historically, Dutch Bros used a franchising strategy alongside company-operated shop development to drive growth in select markets. Over time, as we decided to grow more from within, we only offered franchise partnership opportunities to the highest-quality employees within our network. In 2008, we stopped selling franchises to people that did not come from within our system. In 2017, we decided to stop franchising altogether and moved to a company-operated strategy with all operators recruited from within our system. While we maintain great relationships with our existing franchise partners and they continue to open new shops as they look to infill their high-demand markets, the majority of our growth is expected to continue to come from company-operated shops. Our Commitment to Our Communities Since our inception, we have been dedicated to giving back to the communities in which we serve, and we consider our brand to be a powerful platform for social impact. Today, we host three company-wide givebacks each year ( Dutch Luv, Drink One for Dane and Buck for Kids ) and our operators and franchise partners are empowered to create their own local, shop-specific giveback programs to build relationships within their communities. In 2020, Dutch Bros donated approximately $5.2 million across multiple causes, including $2.0 million to benefit COVID-19 first responders. A culture of philanthropy and giving back to build better communities permeates the entire Dutch Bros organization, energizing both our broistas and customers alike. Our Growth Despite being an established, time-tested brand, Dutch Bros is still in the early stages of rapid growth as we strategically expand our footprint in existing markets and enter new markets. We plan all our new shop growth around existing, high-performing Dutch Bros broistas ready to assume leadership roles and eventually become shop managers and then operators. We believe this ensures a consistent experience and extends our culture in all our shops and markets. In the first half of 2021, we successfully entered Texas and Oklahoma by promoting leaders from within and achieved record-breaking sales in these new markets. While it is still early, these shops, nearly 2,000 miles from our company headquarters in Oregon, have thus far demonstrated average shop sales above our systemwide sales. The professional development of our broistas helps drive our success and our compelling retention rates 82% of our shop managers have been with us for more than a year. Over the last several years, we executed critical, infrastructure-building corporate investments to position us for future growth, investing more than $29 million since 2015 in various initiatives, including our loyalty app, ERP and HRIS tools, an enterprise-based point of sale tool for all shops in the system, expansion of capacity in our Grants Pass, Oregon roasting facility and the addition of industry experts to our leadership team. We made these foundational investments in our organizational infrastructure and employees to support future new shop growth. Our brand experience and deliberate approach to advancement from within has enabled strong and consistent growth and financial performance Systemwide shops grew from 328 in seven states at the end of 2018 to 441 in nine states as of the end of 2020. This represents a 16% compound annual growth rate ( CAGR ) Company-operated shops grew from 37 at the beginning of 2018 to 182 as of December 31, 2020 Revenue grew from $186.0 million in 2018 to $327.4 million in 2020, representing a CAGR of 33% TABLE OF CONTENTS Page PROSPECTUS SUMMARY 5
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/BRWC_birdie_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/BRWC_birdie_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9654cfb1ce10b8917ef02d4ed67dcdf9f862d8db
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/BRWC_birdie_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1 1 birdiewin_s1.htm S-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Birdie Win Corporation (Exact name of registrant as specified in its charter) Date: August 27, 2021 Nevada 8200 38-4179726 (State or Other Jurisdiction of Incorporation) (Primary Standard Classification Code) (IRS Employer Identification No.) D109, Level 1, Block D, Kelana Square, Jalan SS 7/26, 47301 Petaling Jaya, Selangor, Malaysia Issuer's telephone number: (+60) 3 2776 4841 Company email: birdiewincorp@gmail.com (Address, including zip code, and telephone number, including area code, of registrant s principal mailing address) Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_| If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X| Smaller reporting company |X| Emerging growth company |X| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. |_| CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share(1) Proposed Maximum Aggregate Offering Price Amount of Registration Fee (2) Common Stock, $0.001 par value 4,800,000 $0.025 $120,000 $13.09 (1) The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price. (2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED. SUBJECT TO COMPLETION, DATED August 27, 2021 PRELIMINARY PROSPECTUS Birdie Win Corporation 4,800,000 SHARES OF COMMON STOCK $0.001 PAR VALUE PER SHARE Prior to this Offering, no public market has existed for the common stock of Birdie Win Corporation. Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB operated by OTC Markets Group, Inc. There is no assurance that the Shares will ever be quoted on the OTCQB. Although we believe that in the future we will meet the eligibility requirements in order to be quoted on the OTCQB, we cannot quantify the likelihood that this will be the case. To be quoted on the OTCQB, a market maker must apply to make a market in our common stock. As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares. Additionally, there is the possibility a market maker may not apply to make a market in our common stock. In this public offering we, "Birdie Win Corporation" are offering 4,800,000 shares of our common stock. The offering is being made on a self-underwritten, "best efforts" basis. There is no minimum number of shares required to be purchased by each investor. The shares offered by the Company will be sold on our behalf by our Chief Executive Officer, Mr. Chee Yong Yee, who is deemed to be an underwriter of this offering. There is uncertainty that we will be able to sell any of the 4,800,000 shares being offered herein by the Company. Mr. Yee will not receive any commissions or proceeds for selling the shares on our behalf. All of the shares being registered for sale by the Company will be sold at a fixed price of $0.025 per share for the duration of the Offering. Assuming all of the 4,800,000 shares being offered by the Company are sold, the Company will receive $120,000 in net proceeds. Assuming 3,600,000 shares (75%) being offered by the Company are sold, the Company will receive $90,000 in net proceeds. Assuming 2,400,000 shares (50%) being offered by the Company are sold, the Company will receive $60,000 in net proceeds. Assuming 1,200,000 shares (25%) being offered by the Company are sold, the Company will receive $30,000 in net proceeds. There is no minimum amount we are required to raise from the shares being offered by the Company and any funds received will be immediately available to us. There is no guarantee that we will sell any of the securities being offered in this offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to institute our Company's business plan. Additionally, there is no guarantee that a public market will ever develop and you may be unable to sell your shares. Birdie Win Corporation offers financial literacy seminar services, with a focus on providing such services to customers in Malaysia. This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this Prospectus, unless extended by our director for an additional 90 days. We may however, at any time and for any reason terminate the offering. The Company estimates the costs of this offering at about $26,500. All expenses incurred in this offering are being paid for by the Company. The Company will utilize offering proceeds from this offering to pay for any offering expenses however, the Company may also elect to use available existing cash on hand to pay for any offering expenses. The proceeds from the sale of the securities sold on behalf of the Company will be placed directly into the Company s account; any investor who purchases shares will have no assurance that any monies, beside their own, will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws. The Company qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, which became law in April 2012 and will be subject to reduced public company reporting requirements. THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT. PLEASE REFER TO , ' ': RISK FACTORS BEGINNING ON PAGE 4. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. You should rely only on the information contained in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it. The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus. TABLE OF CONTENTS PART I PROSPECTUS PAGE PROSPECTUS SUMMARY 1 RISK FACTORS 4 MANAGEMENT S DISCUSSION AND ANALYSIS 15 INDUSTRY OVERVIEW 16 FORWARD-LOOKING STATEMENTS 17 DESCRIPTION OF BUSINESS 17 USE OF PROCEEDS 19 DETERMINATION OF OFFERING PRICE 19 DILUTION 20 PLAN OF DISTRIBUTION 21 DESCRIPTION OF SECURITIES 22 INTERESTS OF NAMED EXPERTS AND COUNSEL 23 REPORTS TO SECURITIES HOLDERS 23 DESCRIPTION OF FACILITIES 23 LEGAL PROCEEDINGS 24 PATENTS AND TRADEMARKS 24 DIRECTORS AND EXECUTIVE OFFICERS 24 EXECUTIVE COMPENSATION 25 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 27 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 27 PRINCIPAL ACCOUNTING FEES AND SERVICES 27 MATERIAL CHANGES 27 FINANCIAL STATEMENTS F1- F9 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION 28 INDEMNIFICATION OF OFFICERS AND DIRECTORS 28 RECENT SALES OF UNREGISTERED SECURITIES 29 EXHIBITS TO THE REGISTRATION STATEMENT 29 UNDERTAKINGS 30 SIGNATURES 31 You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. Through August 31, 2022 all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. The date of this prospectus is ___________________. Table of Contents PROSPECTUS SUMMARY In this Prospectus, ''Birdie Win Corp,'' "Birdie Win" the "Company,'' ''we,'' ''us,'' and ''our,'' refer to Birdie Win Corporation, unless the context otherwise requires. Unless otherwise indicated, the term ''fiscal year'' refers to our fiscal year ending July 31st. Unless otherwise indicated, the term ''common stock'' refers to shares of the Company's common stock. This Prospectus, and any supplement to this Prospectus include "forward-looking statements". To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as "intends", "anticipates", "believes", "estimates", "projects", "forecasts", "expects", "plans" and "proposes". Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the "Risk Factors" section and the "Management s Discussion and Analysis of Financial Position and Results of Operations" section in this Prospectus. This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/BTBDW_bt-brands_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/BTBDW_bt-brands_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6a15f937a446bfd2603b8188c60b904da684f104
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/BTBDW_bt-brands_prospectus_summary.txt
@@ -0,0 +1,9104 @@
+PROSPECTUS SUMMARY
+ 
+This summary highlights information contained elsewhere in this prospectus and does not contain all the information that you should consider in making your investment decision. Before deciding to invest in our securities, you should read this entire prospectus carefully, including the sections of this prospectus entitled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and related notes contained elsewhere in this prospectus. Unless the context otherwise requires, references in this prospectus to the Company, we, us, and our refer to BT Brands, Inc. and its subsidiaries.
+ 
+Company Overview
+ 
+We own and operate fast-food restaurants in the north-central United States and are seeking to expand both into other regions and into other foodservice businesses. We currently own and operate nine Burger Time restaurants in Minnesota, North Dakota and South Dakota and a Dairy Queen franchise in Ham Lake, Minnesota. The first Burger Time restaurant opened in Fargo, North Dakota in 1987. Our expansion plan is to purchase one or more existing multi-unit restaurant businesses.
+ 
+Our operating principles for Burger Time include: (i) offering a Bigger Burger to deliver our customers more good food for your money ; (ii) offering a limited menu to permit attention to quality and speed of preparation; (iii) providing fast service by way of single and double drive-thru designs and a point-of-sale system at our restaurants that expedites the ordering and preparation process; and (iv) great tasting quality food made fresh to order at a fair price. Our primary strategy is to serve the drive-thru and take-out segment of the restaurant industry.
+ 
+We operate in the fast-food hamburger category of the quick service restaurant, or QSR, segment of the restaurant industry. Fast-food restaurants are characterized by limited menus, limited or no table service and fast service. According to IBISWorld, there are nearly 200,000 fast-food restaurants in the United States and fast food will generate an estimated $278.6 billion in revenue in 2021, with an estimated $126.9 billion, or approximately 45% of the U.S. fast-food market, deriving from the hamburger segment. The hamburger segment is the largest segment of the U.S. QSR market, and this segment is projected by IBISWorld to grow 17% in 2021.
+ 
+Our Burger Time restaurants feature a variety of juicy, flame-broiled burgers that we refer to as Bigger Burgers because they are made with approximately 25% more meat than the typical quarter-pound burger offerings served by our competitors. Each burger is made to fill a customer s individual order so that they are served hot and fresh. Burger favorites include a mushroom Swiss burger, a jalapeno burger, and a full-pound burger to satisfy the heartiest appetite. Other entrees include chicken sandwiches, pulled pork sandwiches and chicken tenders. We offer an array of traditional and signature sides, many of which have evolved into regional favorites, such as large-cut battered onion rings, cheese curds, fried pickle spears and chicken fries. We also offer soft drinks and other reasonably priced food and beverage items. From time to time, we offer specialty sandwiches and wraps at similar price points. Our limited menu is designed to deliver quality products, a high flavor profile and speedy delivery resulting in outstanding total value for the customer. 
+ 
+For our Burger Time concept, our objective is to serve customers within two to three minutes of their arrival during the peak day parts of lunch and dinner and within three to five minutes at other times. We achieve this utilizing our single and double drive-thru format and our integrated restaurant design and equipment lay-out that allows us to deliver exceptional food with fast service times. We recently introduced an on-line ordering platform through our website: www.itsburgertime.com.
+ 
+Our Strategy
+ 
+We are seeking to increase value for our shareholders in the foodservice industry. Our principal strategy is to acquire multi-unit restaurant concepts and individual restaurant properties at attractive multiples of earnings. Though we do not currently plan to do so, under certain circumstances, we may develop additional Burger Time locations through the acquisition and conversion of existing properties. Other key elements of our growth strategy encompass increasing same store sales and introducing a campaign to boost brand awareness.
+ 
+Expansion Through Acquisitions: We intend to make strategic and opportunistic acquisitions that provide an entrance into targeted restaurant segments and geographic areas. Restaurant businesses become available for acquisition frequently and we believe that we may be able to purchase either individual restaurant properties or multi-unit businesses at prices providing an attractive return on our investment. We may acquire operating assets where a franchise program is the focus of the acquired foodservice business. We intend to follow a disciplined strategy of evaluating acquisition opportunities that seek to ensure and enable the accretive and efficient acquisition and integration of additional restaurant concepts. Successful execution of our acquisition strategy will allow us to diversify our operations both into other dining concepts and geographic locations. Assuming we are successful in acquiring new businesses, we will operate the business or businesses with a shared central management organization.
+ 
+Expansion through the Development of Additional Burger Time Restaurants: We may develop additional Burger Time restaurants under limited circumstances. Conditions which might give rise to developing additional Burger Time locations include the opportunity to acquire and convert a property that previously had operated as a fast-food establishment at a highly attractive price in a location that fits naturally within Burger Time s geographic footprint so that we may share service expenses, including advertising and marketing costs.
+ 
+Increase Same-Store Sales: Same-store sales growth reflects the change in year-over-year sales for the comparable store base. We intend to deploy a multi-faceted same-store sales growth strategy to optimize restaurant performance. We plan to apply techniques proven in the restaurant industry to potentially increase same store sales at our Burger Time restaurants and at our acquired properties and to develop new approaches that reflect our corporate character and restaurant composition. We expect to utilize customer feedback and to analyze sales data to introduce, test and hone existing and new menu items. In addition, we will explore utilizing public relations and experiential marketing to engage customers. We expect that our strategies to increase same-store sales will evolve as we acquire new restaurant concepts in new markets. We intend to retain seasoned restaurant personnel to develop and implement programs appropriate for each of our restaurant concepts. 
+ 
+Increase Brand Awareness: Increasing brand awareness is critical to the growth of our Company. We expect to develop and implement forward-looking branding strategies both for our Burger Time concept and for any businesses that we acquire. We intend to leverage social media and employ targeted digital advertising to expand the reach of our brands and drive traffic to our stores. We recently introduced a mobile app that allows consumers to find restaurants, order online and receive special offers. We plan to deploy internet advertising to match specific menu items targeted to specific demographic groups. We also intend to deploy cross-over ads with radio and social media interacting with each other. We expect that our branding initiatives will evolve as we potentially consummate acquisitions of restaurant concepts that appeal to distinct consumer markets in differing geographic areas.
+ 
+ 
+6
+
+Table of Contents
+ 
+Risks Associated with Our Business
+ 
+Before you invest in our securities, you should carefully consider all the information in this prospectus, including but not limited to the following risks and uncertainties that may materially affect our business, financial condition, results of operations and prospects, as described more fully in the section entitled Risk Factors: 
+ 
+ 
+ 
+Obtaining adequate capital to fund our growth, either through the acquisition of an existing business or the opening of new restaurants, both of which strategies are capital intensive.
+
+ 
+ 
+ 
+
+ 
+ 
+The difficulties we will encounter executing our growth strategy and opening new restaurants that are profitable.
+
+ 
+ 
+ 
+
+ 
+ 
+Overcoming the risks of acquiring an existing restaurant business, including identifying a suitable target, completing comprehensive due diligence, the financial stability of the target, the impact on our financial condition of the debt we may incur in acquiring the prospect, the ability to integrate operations with our existing operations, our ability to retain management and key employees of the target, among other factors attendant to acquisitions of small, non-public operating companies.
+
+ 
+ 
+ 
+
+ 
+ 
+One of our strategies has been to acquire properties which have discontinued operations for any number of reasons, including that these locations may not have been profitable for the prior owners. We will rely on the experience and judgment of management in determining whether we can make these locations profitable for us. Our failure to evaluate these locations will reduce the capital we have available to open other locations or make acquisitions and will otherwise negatively impact our financial condition and results of operations.
+
+ 
+ 
+ 
+
+ 
+ 
+We currently depend, and will continue to depend for the foreseeable future, on a small number of restaurants for all our revenues and profits.
+
+ 
+ 
+ 
+
+ 
+ 
+Most of our restaurants are currently located in the North Central region of the United States and this geographic concentration makes us vulnerable to severe weather, local economic conditions, demographic trends and regional events.
+
+ 
+ 
+ 
+
+ 
+ 
+From time to time, including during the summer months of 2021, we have experienced difficulties attracting and hiring staff. Our success and future growth will depend on our ability to attract and retain qualified employees and any failure to attract and retain new qualified employees could have a material adverse impact on our prospects and growth. 
+
+ 
+ 
+ 
+
+ 
+ 
+If we face labor shortages or increased labor costs as a result of increased competition for employees, higher employee turnover rates, increases in the federal, state or local minimum wage or other employee benefits costs, our operating expenses could increase and our growth and results of operations could be adversely impacted.
+
+ 
+ 
+ 
+
+ 
+ 
+Our business is sensitive to changes in prices for the food items we offer and increases in the prices that we pay for the menu items we offer that we cannot offset with increases in the prices that we charge for such items, would negatively affect our margins, which could have a material adverse effect on our business, financial condition and results of operations.
+
+ 
+ 
+ 
+
+ 
+ 
+Our business may be adversely impacted by changes in consumer discretionary spending and general economic conditions in our franchisee markets.
+
+ 
+ 
+ 
+
+ 
+ 
+Our North Dakota restaurants are in a state where certain areas are economically affected by the regional oil and gas industry that traditionally experiences boom and bust periods of activity depending on commodity prices for oil and gas.
+
+ 
+ 
+ 
+
+ 
+ 
+We operate in a highly competitive segment of the restaurant industry which is dominated by participants with significantly greater financial and management resources.
+
+ 
+ 
+ 
+
+ 
+ 
+We expect to acquire or open locations in geographic areas where we have no prior operating experience, and we may fail to effectively identify all of the risks associated with new sites.
+
+ 
+ 
+7
+
+Table of Contents
+ 
+ 
+ 
+We rely on certain vendors, suppliers and distributors for all our supplies and any failure by them to fulfill their obligations to us could have a material adverse impact on our business.
+
+ 
+ 
+ 
+
+ 
+ 
+We rely on Gary Copperud, our Chief Executive Officer, and Kenneth Brimmer, our Chief Operating Officer, and should we lose the services of either of them, our business and plans for future growth may suffer.
+
+ 
+ 
+ 
+
+ 
+ 
+Complying with the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the requirements of the Sarbanes-Oxley Act of 2002 is costly and may strain our resources and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.
+
+ 
+ 
+ 
+
+ 
+ 
+The COVID-19 pandemic and the efforts to mitigate its impact may have an adverse effect on our business, liquidity, results of operations, financial condition and price of our securities;
+
+ 
+ 
+ 
+
+ 
+ 
+Our common stock and warrants are not listed or admitted to quotation on any trading market and we may fail to obtain a listing for the common stock or warrants, and even if they were listed or quoted, a trading market may not develop and you may be unable to resell your shares or warrants
+
+ 
+Our Corporate History
+ 
+The Company was incorporated in the State of Delaware as Hartmax of NY, Inc. in January 2016 with no assets or operations, and, until the Share Exchange described below, a majority of the shares of which were owned by Maxim Partners, LLC ( Maxim Partners ), an affiliate of Maxim Group LLC, a representative of the several underwriters of this offering and the placement agent in a private placement we completed in 2018 (the 2018 Private Placement ). Upon the closing of the 2018 Private Placement, the Company and BTND, LLC, a Colorado limited liability company, which we refer to as BTND, entered into a Share Exchange Agreement whereby the members of BTND exchanged all of their membership interests in BTND for shares of our common stock comprising 85.9% of the outstanding shares of our Company (the Share Exchange ). Maxim Partners and one of its affiliates together held 11.7% of our common stock upon the closing of the Share Exchange. After giving effect to the Share Exchange, the Company became the sole member of BTND and BTND s managing member, Gary Copperud, became the chief executive officer of the Company. Following with the Share Exchange, the Company changed its name to BT Brands, which is the parent company of BTND, which in turn became a wholly-owned operating subsidiary of the Company. 
+ 
+On June 13, 2019, the Company amended and restated its certificate of incorporation to change the corporate name to BT Brands, Inc. to better reflect its multi-faceted growth plan, and to adopt certain provisions that are in line with its status as a public company. On June 13, 2019, the Company adopted amended and restated bylaws also to reflect the Company s status as a public company.
+ 
+On June 12, 2020, the holders of 100% of our outstanding shares of common stock adopted resolutions approving the change of corporate domicile from Delaware to Wyoming. In January 2021, the Company reincorporated in Wyoming from Delaware. 
+ 
+The Burger Time brand originated in August 1987 with the opening of the first restaurant in Fargo, North Dakota. Over the next five years, several additional Burger Time restaurants were opened in Minnesota, North Dakota and South Dakota. In 2005, the restaurant assets were sold to STEN Corporation, a public company of which Kenneth Brimmer, our Chief Operating Officer, Chairman and a member of our board of directors, and Gary Copperud, our Chief Executive Officer and a member of our board of directors, were and remain affiliates. In May 2007, BTND purchased the assets of the Burger Time from STEN Corporation and has maintained control of those assets since. 
+ 
+Since 2007, BTND from time to time sold restaurant assets, including the underlying real property, for a profit, resulting in the closing of the stores located on the respective properties. BTND has closed two other stores upon the expiration of the leaseholds on which they were located. In December 2018, we closed a store located in Richmond, Indiana which was open for only 18 months and this property is listed for sale. 
+ 
+ 
+8
+
+Table of Contents
+ 
+Our Corporate Information
+ 
+The Company s principal executive offices are located at 405 Main Avenue West, Suite 2D, West Fargo, ND 58078, and our telephone number is (701) 277-0080. The Company s website address is www.itsburgertime.com. Our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any information on that website in making your decision to purchase shares of our common stock.
+ 
+Implications of Being an Emerging Growth Company and Smaller Reporting Company
+ 
+We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:
+ 
+ 
+ 
+two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced Management s Discussion and Analysis of Financial Condition and Results of Operations disclosure;
+
+ 
+ 
+reduced disclosure about our executive compensation arrangements;
+
+ 
+ 
+no non-binding advisory votes on executive compensation or golden parachute arrangements; and
+
+ 
+ 
+exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.
+
+ 
+We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public offering; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the last day of the fiscal year in which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission, or SEC, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th. 
+ 
+We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.
+ 
+The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, until those standards apply to private companies. We have elected to take advantage of the benefits of this extended transition period and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an emerging growth company or affirmatively and irrevocably opt out of the exemption provided by Section 7(a)(2)(B) of the Securities Act upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which we will adopt the recently issued accounting standard.
+ 
+We are also a smaller reporting company, meaning that the market value of our stock held by non-affiliates plus the proposed aggregate amount of gross proceeds to us as a result of this offering is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company after this offering if either (i) the market value of our common stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.
+ 
+ 
+9
+
+Table of Contents
+ 
+THE OFFERING
+ 
+Securities offered by us:
+ 
+2,000,000 units, each unit consisting of one share of common stock and one redeemable warrant to purchase one share of common stock (or 2,300,000 units if the underwriters exercise their over-allotment option in full), assuming an offering price of $5.00 per unit, which is the midpoint of the estimated price range set forth on the cover page of this prospectus. The units will not be issued or certificated as stand-alone securities. Purchasers will receive only shares of common stock and warrants. The shares of our common stock and the warrants comprising the units are immediately separable upon issuance and will be issued separately in this offering.
+
+ 
+ 
+ 
+
+Assumed public offering price:
+ 
+$5.00 per unit, which is the midpoint of the estimated price range set forth on the cover page of this prospectus. The actual offering price per unit will be determined between Maxim Group LLC and Joseph Gunnar & Co. LLC, the representatives of the underwriters of this offering (the Representatives ), and us at the time of pricing.
+
+ 
+ 
+ 
+
+Common stock outstanding before the offering:
+ 
+4,047,502 shares (as of November 8, 2021)
+
+ 
+ 
+ 
+
+Common stock to be outstanding after this offering:
+ 
+6,047,502 shares, assuming the sale of 2,000,000 units in this offering (assuming that none of the warrants are exercised) and 8,047,502 shares if the warrants offered hereby are exercised in full. If the underwriters over-allotment option is exercised in full, the total number of shares of common stock outstanding immediately after this offering would be 6,347,502 shares (assuming that none of the warrants are exercised) and 8,647,502 shares if the warrants offered hereby are exercised in full. The share data above is based on an assumed offering price of $5.00 per unit, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus.
+ 
+
+Description of warrants included in the units:
+ 
+The exercise price of the warrants is 110% of the public offering price per unit in this offering (which would be $5.50 based on an assumed initial offering price of $5.00 per unit, the mid-point of the anticipated price range). Each warrant is exercisable for one share of common stock, subject to adjustment as described herein. Each warrant will be exercisable immediately upon issuance and will expire five years after the initial issuance date. 
+ 
+Commencing six (6) months following the issuance date, we may call the warrants for redemption:
+ 
+ in whole and not in part;
+ 
+ at a price of $0.01 per warrant;
+ 
+ upon not less than 30 days prior written notice of redemption to the warrant holders; and
+ 
+ if, and only if, the reported last sale price of the common stock equals or exceeds $8.25, or 150% of the warrant exercise price (based on an assumed initial offering price of $5.00 per unit, the mid-point of the anticipated price range set forth on the cover page of this prospectus) for any 20 consecutive trading days ending on the third trading day prior to the date we send the notice of redemption to the warrant holders.
+ 
+If we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the fair market value (defined below) over the exercise price of the warrant by (y) the fair market value. The fair market value shall mean the volume weighted average trading price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of common stock to be received upon exercise of the warrants, including the fair market value in such case. 
+ 
+The terms of the warrants will be governed by a Warrant Agent Agreement, dated as of the effective date of this offering, between us and Continental Stock Transfer & Trust Company, as the warrant agent (the Warrant Agent ). This prospectus also relates to the offering of the shares of common stock underlying the warrants. For more information regarding the warrants, see Description of Securities Warrants in this prospectus. 
+
+ 
+ 
+10
+
+Table of Contents
+ 
+Over-allotment option:
+ 
+We have granted the underwriters a 45-day option to purchase up to an additional 300,000 shares of our common stock and warrants to purchase up to 300,000 shares of common stock (equal to 15% of the number of shares of common stock and warrants underlying the units sold in this offering), based on the sale of 2,000,000 units at an assumed initial offering price of $5.00 per unit, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, less the underwriting discounts and commissions payable by us, in any combination solely to cover over-allotments, if any. The underwriters may exercise this option in full or in part at any time and from time to time until 45 days after the date of this prospectus.
+
+ 
+ 
+ 
+
+Representative Warrants:
+ 
+The registration statement of which this prospectus is a part also registers for sale warrants (the Representative Warrants ) to purchase 160,000 shares of our common stock (8% of the shares of common stock sold in this offering based on the sale of 2,000,000 units at an assumed initial offering price of $5.00 per unit set forth on the cover page of this prospectus) to the Representatives. The Representative Warrants will be exercisable at any time, and from time to time, in whole or in part, during the five-year period commencing 180 days following the effective date of the registration statement of which this prospectus is a part at an exercise price equal to 110% of the public offering price per unit in this offering (which would be $5.50 based on an assumed initial offering price of $5.00 per unit, the mid-point of the anticipated price range set forth on the cover page of this prospectus). See Underwriting Representative Warrants for a description of these warrants.
+
+ 
+ 
+ 
+
+Use of proceeds
+ 
+We estimate that we will receive net proceeds of approximately $8,875,000, or approximately $10,255,000 if the underwriters exercise their over-allotment option in full, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.
+
+ 
+ 
+ 
+
+ 
+ 
+Although we have not yet determined with certainty the manner in which we will allocate the net proceeds of this offering, we expect to use the net proceeds from this offering for possible future acquisitions and growth opportunities, additional personnel to manage the businesses acquired and for general corporate purposes. We have not allocated specific amounts of net proceeds for any of these purposes. See Use of Proceeds for additional information.
+
+ 
+ 
+ 
+
+Proposed listing on NASDAQ
+ 
+We have applied to list our common stock and warrants on NASDAQ under the symbols BTBD and BTBDW, respectively. No assurance can be given that our application will be approved. The approval of our listing on NASDAQ is a condition of closing this offering.
+
+ 
+ 
+ 
+
+Risk factors
+ 
+See Risk Factors beginning on page 15 and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our securities. 
+
+ 
+ 
+ 
+
+Lock-ups:
+ 
+We and our directors, officers and certain holders who own in the aggregate in excess of 93.6% of the outstanding shares of our common stock as of the effective date of the registration statement related to this offering (and all holders of securities exercisable for or convertible into shares of common stock) will enter into customary lock-up agreements pursuant to which such persons and entities will agree not to offer, issue, sell, contract to sell, pledge, encumber, grant any option for the sale of or otherwise dispose of any of securities for a period of 180 days after the date of this prospectus. See Underwriting Lock-Up Agreements. 
+
+ 
+The number of shares of our common stock to be outstanding after this offering is based on 4,047,502 shares of our common stock outstanding as of November 8, 2021 and excludes the following:
+ 
+ 
+ 
+15,000 shares of our common stock issuable upon exercise of outstanding options to purchase common stock at a weighted-average exercise price of $5.00 per share;
+
+ 
+ 
+ 
+
+ 
+ 
+118,902 shares of our common stock issuable upon exercise of outstanding common stock purchase warrants at a weighted average exercise price of $3.90 per share;
+
+ 
+ 
+ 
+
+ 
+ 
+2,000,000 shares of common stock issuable upon the full exercise of the warrants (forming part of the units) offered hereby (assuming no exercise by the underwriters of the over-allotment option);
+
+ 
+ 
+ 
+
+ 
+ 
+160,000 shares of common stock underlying the Representative Warrants (assuming no exercise by the underwriters of the over-allotment option); and 
+
+ 
+ 
+ 
+
+ 
+ 
+230,500 shares of common stock reserved for future issuance under our 2019 Incentive Plan.
+
+ 
+ Unless otherwise indicated, this prospectus reflects and assumes no exercise of outstanding options or warrants.
+ 
+ 
+11
+
+Table of Contents
+ 
+SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
+ 
+The following table presents our selected historical consolidated financial data for the periods indicated. The selected historical consolidated financial data for the years ended January 3, 2020 and December 29, 2019 and the balance sheet data as of January 3, 2020 and December 29, 2019 are derived from the audited financial statements. The summary historical financial data for the 26 weeks ended July 4, 2021 and June 28, 2020 and the balance sheet data as of July 4, 2021 and June 28, 2020 are derived from our unaudited financial statements.
+ 
+Historical results are included for illustrative and informational purposes only and are not necessarily indicative of results we expect in future periods, and results of interim periods are not necessarily indicative of results for the entire year. The data presented below should be read in conjunction with, and are qualified in their entirety by reference to, Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the notes thereto included elsewhere in this prospectus.
+ 
+ 
+ 
+26 Weeks Ended,
+ 
+ 
+Fiscal Year Ended,(1)
+ 
+
+Income Statement Data:
+ 
+July 4, 2021
+ 
+ 
+June 28, 2020
+ 
+ 
+January 3, 2021 
+ 
+ 
+December 29, 2019 
+ 
+
+Sales
+ 
+$4,323,555 
+ 
+$3,699,768 
+ 
+$8,159,796 
+ 
+$6,480,564 
+
+Cost of operations-
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Food and paper costs
+ 
+ 
+1,636,053 
+ 
+ 
+1,435,992 
+ 
+ 
+3,090,816 
+ 
+ 
+2,574,388 
+
+Labor and related expenses
+ 
+ 
+1,186,719 
+ 
+ 
+1,094,007 
+ 
+ 
+2,335,949 
+ 
+ 
+2,140,157 
+
+Occupancy and other operating expenses
+ 
+ 
+555,735 
+ 
+ 
+525,307 
+ 
+ 
+1,136,257 
+ 
+ 
+1,072,407 
+
+Depreciation and amortization
+ 
+ 
+113,394 
+ 
+ 
+90,920 
+ 
+ 
+189,389 
+ 
+ 
+212,787 
+
+Asset impairment, including goodwill 
+ 
+ 
+0 
+ 
+ 
+100,000 
+ 
+ 
+190,493 
+ 
+ 
+293,488 
+
+General and administrative
+ 
+ 
+220,982 
+ 
+ 
+183,163 
+ 
+ 
+687,524 
+ 
+ 
+560,885 
+
+Total expenses 
+ 
+ 
+3,712,883 
+ 
+ 
+3,429,389 
+ 
+ 
+7,630,428 
+ 
+ 
+6,854,112 
+
+Income (loss) from operations
+ 
+ 
+610,672 
+ 
+ 
+270,397 
+ 
+ 
+529,368 
+ 
+ 
+(373,548 )
+Interest expense
+ 
+ 
+(128,232 ) 
+ 
+(91,159 ) 
+ 
+(177,757 ) 
+ 
+(207,841 )
+Other and interest income(6)
+ 
+ 
+0 
+ 
+ 
+530,958 
+ 
+ 
+570,381 
+ 
+ 
+12,812 
+
+Income (loss) before income taxes
+ 
+ 
+482,440 
+ 
+ 
+710,178 
+ 
+ 
+921,992 
+ 
+ 
+(568,577 )
+Benefit (provision) for income taxes
+ 
+ 
+(135,000 ) 
+ 
+(149,000 ) 
+ 
+(130,000 ) 
+ 
+102,000 
+
+Net income (loss)
+ 
+$347,440 
+ 
+$561,178 
+ 
+$791,992 
+ 
+$(466,577 )
+Per Share Data:
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Net income (loss) per share basic and diluted
+ 
+$.09 
+ 
+$.14 
+ 
+$.20 
+ 
+$(.12 )
+Weighted average shares outstanding
+ 
+ 
+4,047,502 
+ 
+ 
+4,047,502 
+ 
+ 
+4,047,502 
+ 
+ 
+4,043,989 
+
+Consolidated Statement of Cash Flow Data:
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Cash provided by operating activities
+ 
+$496,251 
+ 
+$876,600 
+ 
+$1,397,449 
+ 
+$50,489 
+
+Net cash provided by (used in) investing activities
+ 
+$(67,003 ) 
+$(16,393 ) 
+$24,580 
+ 
+$(179,000 )
+Net cash (used in) financing activities
+ 
+$(29,575 ) 
+$(27,156 ) 
+$(358,956 ) 
+$(276,899 )
+ 
+ 
+12
+
+Table of Contents
+ 
+Balance Sheet Data:
+ 
+July 4, 2021 
+ 
+ 
+January 3, 2021
+ 
+
+Cash
+ 
+$
+1,720,917
+ 
+ 
+$
+1,321,244
+ 
+
+Net property(2)
+ 
+$
+1,587,200
+ 
+ 
+$
+1,632,457
+ 
+
+Total assets
+ 
+$
+3,780,162
+ 
+ 
+$
+3,389,165
+ 
+
+Total debt(3)
+ 
+$
+3,267,811
+ 
+ 
+$
+3,238,494
+ 
+
+Total stockholders deficit
+ 
+$
+(354,883
+)
+ 
+$
+(702,323
+)
+
+ 
+Other Operating Data:
+ 
+26 Weeks Ended, 
+ 
+ 
+Fiscal Year
+ 
+
+ 
+ 
+July 4, 2021 
+ 
+ 
+June 28, 2020 
+ 
+ 
+2020
+ 
+ 
+2019
+ 
+
+Number of restaurants
+ 
+ 
+10
+ 
+ 
+ 
+10
+ 
+ 
+ 
+10
+ 
+ 
+ 
+10
+(5)
+
+Comparable restaurant sales growth(4)
+ 
+ 
+16.9
+%
+ 
+ 
+13.2
+%
+ 
+ 
+25.9
+%
+ 
+ 
+(4.2 
+)%
+
+EBITDA(7)
+ 
+$
+724,066
+ 
+ 
+$
+992,257
+ 
+ 
+$
+1,479,631
+ 
+ 
+$
+145,539
+ 
+
+EBITDA as a percent of sales
+ 
+ 
+16.7
+%
+ 
+ 
+26.8
+%
+ 
+ 
+18.1
+%
+ 
+ 
+2.2
+%
+
+ 
+(1)
+ We use a 52 or 53-week fiscal year ending on the last Sunday of each calendar year. Fiscal 2020 was a 53-week year ending on January 3, 2021, and 2019 was 52-week year ending December 29, 2019. 
+
+ 
+(2)
+Net property consists of property owned, net of accumulated depreciation and amortization.
+
+ 
+(3)
+Total debt consists of long-term mortgage notes covering substantially all of the company s property.
+
+ 
+(4)
+Comparable restaurant sales growth reflects the change in year-over-year sales for the comparable restaurant base. 
+
+ 
+(5)
+In August 2017, the Company opened a Burger Time location in Richmond, Indiana which was closed in September 2018 Richmond sales are excluded from the comparable sales calculation. The Richmond property is included in Assets held for Sale.
+
+ 
+ 
+
+(6)
+In May 2020, the Company received pandemic-related loans totaling $487,900 of that amount, $460,400 was borrowed under the Small Business Administration s Payroll Protection Program. The loans were forgiven in 2020, and the loan forgiveness was accounted for as a grant and is in included in other income for the six-month ended June 28, 2020.
+
+ 
+ 
+
+(7)
+EBITDA represents net income (loss) before interest expense, benefit (provision) for income taxes, depreciation and amortization and asset impairment, including goodwill, charges. We believe EBITDA data facilitates operating performance comparisons from period to period by isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. These potential differences may be caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense). We also present EBITDA information because (i) we believe these measures are frequently used by securities analysts, investors, and other interested parties to evaluate companies in our industry, (ii) we believe investors will find these measures useful in assessing our ability to service or incur indebtedness, and (iii) we use EBITDA and Restaurant-level EBITDA internally as benchmarks to evaluate our operating performance or compare our performance to that of our competitors.
+ 
+ 
+
+(8)
+EBITDA and Restaurant-level EBITDA as presented in this prospectus are supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. EBITDA is not measurements of our financial performance under GAAP and should not be considered as an alternative to net income (loss), operating income or any other performance measures derived in accordance with GAAP or as alternatives to cash flow from operating activities as a measure of our liquidity.
+
+ 
+ 
+
+ 
+EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of our results as reported under GAAP. Some of these limitations are (i) they do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments, (ii) they do not reflect changes in, or cash requirements for, our working capital needs, (iii) they do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Restaurant-level EBITDA do not reflect any cash requirements for such replacements, (v) they do not adjust for all non-cash income or expense items that are reflected in our statements of cash flows, (vi) they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations, and (vii) other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.
+
+ 
+The following table sets forth a reconciliation of restaurant-level EBITDA to our income from operations for the 26-week periods indicated (which we describe as Restaurant-level EBITDA and is a separate calculation from the overall EBITDA calculation):
+ 
+ 
+ 
+26 Weeks Ended,
+ 
+ 
+Fiscal Year Ended,
+ 
+
+ 
+ 
+ July 4, 2021 
+ 
+June 28, 2020
+ 
+ 
+January 3, 2021
+ 
+ 
+December 29,2019
+ 
+
+Sales
+ 
+$4,323,555 
+ 
+$3,699,768 
+ 
+$8,159,796 
+ 
+$6,480,564 
+
+Reconciliation:
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Income (loss) from operations
+ 
+$610,672 
+ 
+$270,379 
+ 
+$529,368 
+ 
+$(373,548)
+Depreciation, amortization, and impairment
+ 
+ 
+113,394 
+ 
+ 
+190,920 
+ 
+ 
+379,882 
+ 
+ 
+506,275 
+
+General and administrative, corporate expenses
+ 
+ 
+220,982 
+ 
+ 
+183,163 
+ 
+ 
+687,524 
+ 
+ 
+560,885 
+
+Restaurant-level EBITDA
+ 
+$945,048 
+ 
+$644,462 
+ 
+$1,596,774 
+ 
+$699,611 
+
+Restaurant-level EBITDA as a percent of sales
+ 
+ 
+21.9% 
+ 
+17.4% 
+ 
+19.6% 
+ 
+10.8%
+ 
+ 
+13
+
+Table of Contents
+ 
+RISK FACTORS
+ 
+Investing in our securities involves a high degree of risk. You should carefully consider the risks described below, together with the other information contained in this prospectus, including our financial statements and the related notes appearing at the end of this prospectus, before making your decision to invest in our securities. We cannot assure you that any of the events discussed in the risk factors below will not occur. These risks could have a material and adverse impact on our business, results of operations, financial condition and cash flows and, if so, our prospects would likely be materially and adversely affected. If any of such events were to happen, the trading price of our securities in any market that may develop for our securities could decline and you could lose all or part of your investment.
+ 
+Risks Related to Our Business and Growth Strategy
+ 
+For the foreseeable future, we will depend on a small number of restaurants for our revenues and profits.
+ 
+We currently own and operate ten restaurants, including a single Dairy Queen franchise location. Assuming we have access to adequate capital, we will seek to acquire additional restaurant operations outside of our Burger Time theme, though we do not have any present acquisition targets under consideration. Even if we are successful in acquiring additional restaurants over the next two years, our restaurant base likely will continue to be relatively small. Accordingly, for the foreseeable future, our operational risk will continue to be concentrated across a small base of restaurants from which we generate revenue and profits. The failure of any of our restaurants to produce expected or otherwise satisfactory levels of revenue or profit could materially and adversely affect our business, financial condition and results of our operations.
+ 
+Currently, our restaurants are in the North Central region of the U.S., which makes us vulnerable to regional changes in consumer preferences, economic conditions, severe weather and other unforeseen conditions that could harm our business, financial condition, results of operations and cash flow.
+ 
+Food service businesses depend on consumer discretionary spending and are often affected by changes in consumer tastes, regional and local economic conditions and demographic trends. Factors such as traffic patterns, weather, fuel prices, local demographics and the type, number and locations of competing restaurants may adversely affect the performance of individual locations. In addition, economic downturns, inflation or increased food or energy costs could harm the restaurant industry in general and our locations. Extraordinary occurrences such as local strikes, terrorist attacks, a sharp increase in energy prices, fires or other natural or man-made disasters also could impact any of the markets in which we operate. 
+ 
+Further, given the current concentration of our restaurants in Minnesota, North Dakota and South Dakota, we are susceptible to changing consumer preferences and economic conditions in this region of the country. Our business, financial condition and results of operations depend in part on our ability to anticipate, identify and respond to changing consumer preferences and economic conditions, though we cannot assure you that we will be able to respond effectively to any such changes. 
+ 
+In the areas where our restaurants are concentrated, seasonal winter conditions have affected and will continue to impact our results of operations. We may be subject to adverse weather and other natural conditions, including tornadoes, floods, droughts, fires or other natural or man-made disasters. All our locations are primarily drive-through operations and most offer no indoor seating and the effects of adverse weather conditions may impact these stores. In more severe cases, adverse weather and other conditions may cause temporary restaurant closures, sometimes for prolonged periods. If weather conditions or other natural disasters reduce customer traffic at our restaurants or force us to suspend operation at any of our locations for a period of time we would experience negative restaurant revenue, which, if it persists, may result in asset impairment charges and potential restaurant closures.
+ 
+Additionally, changes in state and municipal-level regulatory requirements, such as increases to the minimum wage rate, income taxes, unemployment insurance, as well as other taxes, mandatory healthcare coverage or paid leave where we operate or may desire to operate restaurants, may adversely impact our financial results. 
+ 
+Any one of these contingencies, or any combination of them, could have a material adverse effect on our business, financial condition, results of operations and cash flow.
+ 
+ 
+14
+
+Table of Contents
+ 
+The COVID-19 pandemic materially disrupted the U.S. economy and, in the future, could have a material adverse impact on our results of operations, liquidity and financial condition.
+ 
+In 2020, the COVID-19 pandemic has significantly impacted the economy in general. Though our business has not experienced material negative effects from the pandemic to date, it could negatively affect our business in the future. These possible effects include, but are not limited to:
+ 
+ 
+ 
+Disruptions or restrictions on our employees ability to work effectively due to travel bans, quarantines, shelter-in-place orders or other limitations.
+
+ 
+ 
+ 
+
+ 
+ 
+Temporary restrictions on and closures of our restaurants or our suppliers.
+
+ 
+ 
+ 
+
+ 
+ 
+Failure of third parties on which we rely, including our suppliers, to meet their obligations to the Company, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties or issues with the regional or national supply chain.
+
+ 
+ 
+ 
+
+ 
+ 
+Volatility of commodity costs due to the COVID-19 outbreak.
+
+ 
+ 
+ 
+
+ 
+ 
+Disruptions or uncertainties related to the COVID-19 outbreak for a sustained period which could hinder our ability to achieve our strategic goals and our ability to meet financial obligations as they come due.
+
+ 
+ 
+ 
+
+ 
+ 
+Changes in customers disposable income and/or purchasing preferences as it relates to eating outside of the home which decreases the frequency with which they visit our locations.
+
+ 
+The extent to which the COVID-19 pandemic, or other outbreaks of disease or similar public health threats, materially and adversely impacts our business, results of operations, liquidity and financial condition is highly uncertain and will depend on future developments. Such developments may include the geographic spread and duration of the virus, the severity of the disease and the actions that may be taken by various governmental authorities and other third parties in response to the outbreak.
+ 
+Health concerns arising from outbreaks of diseases, other than COVID-19, may have an adverse effect on our business.
+ 
+In addition to the risks to our business of COVID-19 discussed above, our business could be materially and adversely affected by the outbreak of other widespread health epidemics or pandemics. The occurrence of such an outbreak of an epidemic illness, other than COVID-19, or other adverse public health developments could materially disrupt our business and operations. Such events could also significantly impact our industry and cause a temporary closure of restaurants, which would severely disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
+ 
+ 
+15
+
+Table of Contents
+ 
+Furthermore, viruses other than COVID-19 may be transmitted through human contact, and the risk of contracting viruses could cause employees or guests to avoid gathering in public places, which could adversely affect restaurant guest traffic or the ability to adequately staff our restaurants. We could also be adversely affected if jurisdictions in which our restaurants operate impose mandatory closures, seek voluntary closures or impose restrictions on operations of restaurants. Even if such measures are not implemented and a virus or other disease, other than COVID-19, does not spread significantly, the perceived risk of infection or health risk may affect our business.
+ 
+We operate in the highly competitive restaurant industry. If we are not able to compete effectively, our business, financial condition and results of operations will suffer.
+ 
+We face significant competition from other traditional fast-food establishments and increasingly from casual dining businesses which have aggressively developed delivery as an additional mode of reaching customers during the pandemic. The foodservice industry is highly competitive with respect to, among other things, taste, price, food quality and presentation, service, location and the ambience and condition of each restaurant. Our competition includes a variety of national and regional fast-food chains and locally owned restaurants that offer carry-out, dine-in, delivery and catering services. Many of our competitors have existed longer and have a more established market presence with substantially greater financial, marketing, personnel and other resources than we do. Among our competitors in the traditional fast-food segment is a number of global and national chains, including McDonalds, Burger King, Wendy s, Sonic, Checkers, Rally s and Carl s Jr. Our competitors may have, among other things, lower operating costs, better locations, better facilities, better management, more effective marketing including resources to access current technology and more efficient operations. In addition, many of our competitors offer product promotions that allow them to undercut our prices or render their products more attractive. Recently, competition has intensified with our competitors offering more frequent and more aggressive promotions. Further, today many casual dining businesses are aggressively marketing delivery services both directly and through third parties which adds an additional competitive element to traditional fast-food. If we are unable to compete effectively, our customer traffic and sales could decline which would have a material adverse effect on our business, financial condition and results of operations.
+ 
+Our business may be adversely impacted by changes in consumer discretionary spending, general economic conditions, or consumer behavior.
+ 
+Purchases at our restaurants are generally discretionary for consumers and, therefore, our results of operations are susceptible to economic slowdowns and recessions. Our results of operations are dependent upon discretionary spending by consumers of our restaurants, which may be affected by general economic conditions in one or more of the markets we serve. Some of the factors that impact discretionary consumer spending include unemployment rates, fluctuations in the level of disposable income, the price of gasoline, stock market performance, changes in the level of consumer confidence, and long-term changes in consumer behavior related to social distancing behaviors resulting from COVID-19. These and other macroeconomic factors could have an adverse effect on sales at our restaurants, which could lead to an adverse effect on our profitability or development plans and harm our financial condition and operating results.
+ 
+Our growth strategy includes pursuing acquisitions of additional brands, and we may not find suitable acquisition candidates or successfully operate or integrate any brands that we may acquire.
+ 
+As part of our growth strategy, we intend to acquire new brands and restaurant businesses. Although we believe that opportunities for acquisitions will be available, competition for acquisition candidates likely will exist and may intensify in the future. Consequently, there may be fewer acquisition opportunities available to us as well as higher acquisition prices. There can be no assurance that we will be able to identify, acquire, manage or successfully integrate additional brands or restaurant businesses without substantial costs, delays, or operational or financial problems.
+ 
+ 
+16
+
+Table of Contents
+ 
+The difficulties of integration include coordinating and consolidating geographically separated systems and facilities, integrating the management and personnel of the acquired brands, maintaining employee morale and retaining key employees, implementing our management information systems and financial accounting and reporting systems, establishing and maintaining effective internal control over financial reporting, and implementing operational procedures and disciplines to control costs and increase profitability.
+ 
+In the event we are able to acquire restaurant businesses, the integration and operation of such acquisitions may place significant demands on our management, which could adversely affect our ability to manage our existing restaurants. In addition, we may be required to obtain additional financing to fund future acquisitions, but there can be no assurance that we will be able to obtain additional financing on acceptable terms or at all.
+ 
+Our growth strategy depends principally on acquiring and/or opening new restaurants and this strategy is subject to many risks and challenges.
+ 
+We will face many challenges as we seek to open and operate new restaurants, many of which are beyond our control, including, but not limited to, our ability to acquire locations at a favorable cost, the expense and other factors involved in remodeling those locations, the resources we will need to allocate toward hiring managerial personnel for the new restaurants and our lack of familiarity with local regulations. Any one of these challenges, as well as others we may have not yet identified, could result in significant delays in the opening of new restaurants, significant additional and unanticipated costs being incurred by us, or both. If we are unable to open new restaurants, or if restaurant openings are significantly delayed or costlier, our revenue growth and earnings could be adversely impacted, and our business negatively affected.
+ 
+We may open and acquire restaurants in geographic markets in which we have no prior operating experience. Our expansion into new markets may subject us to increased risks.
+ 
+We may open or acquire restaurants in markets where we have no operating experience. Any restaurants that we operate in new markets may take longer and cost more to construct, experience higher operating costs than we anticipate and may not reach expected sales and profit levels, which will affect our overall profitability. New markets that we enter may have competitive conditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than our existing markets. We may need to invest more than we originally planned in advertising and promotional activity in new markets to build brand awareness. In addition, we may find it more difficult in new markets to hire, motivate and keep qualified employees. As a result, these new restaurants may be less successful than our existing restaurants. Our inability to fully implement or failure to successfully execute our plans to enter new markets could have a material adverse effect on our business, financial condition and results of operations.
+ 
+ 
+17
+
+Table of Contents
+ 
+Our existing indebtedness requires significant cash to service, which may hinder our ability to expand our business and maintain profitability.
+ 
+We currently have mortgages on all but one of our real properties. Servicing our debt consumes a considerable amount of our monthly cash flow. Our indebtedness may make it more difficult for us to execute our business strategy to expand our number of restaurants by limiting with our ability to borrow money to complete an acquisition.
+ 
+While our operations currently service our existing debt and while we believe that we can continue to effectively service existing debt, there is no guarantee that this will always be true and any one of the material risks discussed in this section, as well as others we may not have identified, could disrupt our ability to service debt so severely as to create a material adverse effect on us.
+ 
+If we fail to effectively identify and acquire new or existing restaurants, our business, financial condition and results of operations will suffer.
+ 
+One of our biggest challenges as we seek to grow our business is to identify and secure suitable acquisition opportunities. Competition for acquisition opportunities such as those we are seeking is intense and competitors may have significantly greater financial resources than we do which will allow them to bid more aggressively for those opportunities. These include other restaurant businesses seeking to grow through acquisitions and venture capital firms and leveraged buyout firms that specialize in the restaurant industry transactions. We cannot assure you that enough new opportunities will be available in desirable areas or on terms that are acceptable to us in order to grow our business. If we are unable to acquire new restaurants, or if the acquisitions are significantly delayed, our revenue growth and earnings could be adversely impacted, and our business negatively affected.
+ 
+There are numerous factors involved in identifying, evaluating, and securing restaurant acquisition, including:
+ 
+ 
+ 
+evaluating traffic patterns, local retail and business attractions and infrastructure that will drive high levels of customer traffic and sales;
+
+ 
+ 
+competition in new markets, including competition for restaurant sites;
+
+ 
+ 
+obtaining licenses or permits for development projects on a timely basis;
+
+ 
+ 
+proximity of potential restaurant sites to existing restaurants;
+
+ 
+ 
+anticipated commercial, residential and infrastructure development near the potential restaurant site; and
+
+ 
+ 
+availability of acceptable acquisition or lease terms and arrangements.
+
+ 
+Given the numerous factors involved, we may not be able to successfully identify and secure attractive restaurant acquisitions and following an acquisition we may not be able to successfully operate the acquired business, which could have a material adverse effect on our business, financial condition and results of operations.
+ 
+ 
+18
+
+Table of Contents
+ 
+The acquisition of one or more existing food-service businesses is subject to many risks which could negatively impact our combined operations and financial condition.
+ 
+We expect to pursue expansion of our business through the acquisition of existing restaurant businesses. Any such business may be in geographic regions in which we have not operated and may offer food concepts significantly different from our existing business. Our strategy to pursue expansion through the acquisition of existing restaurant businesses is subject to numerous risks and uncertainties, including all the risk s attendant to our existing Burger Time operations as outlined in this prospectus and numerous other factors, including:
+ 
+ 
+ 
+the investigation of the business of the target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs and if we decide not to or cannot complete a specific acquisition, the costs incurred likely would not be recoverable;
+
+ 
+ 
+the target business may be a privately held company about which very little public information may exist and we could be required to make our decision on whether to pursue the acquisition of such business on the basis of limited information, which may result in an acquisition of a company that is not as profitable as we suspected, if at all;
+
+ 
+ 
+the chain that we acquire may be financially unstable;
+
+ 
+ 
+we may not be able to retain the management or other key personnel of the chain that we acquire;
+
+ 
+ 
+our corporate culture could be irreconcilably different than the corporate culture of the business that we acquire, making the integration of the acquired chain difficult or impossible;
+
+ 
+ 
+our ability to assess a target chain s management may be limited due to a lack of time, resources or information;
+
+ 
+ 
+we may experience impairment of tangible and intangible assets and goodwill acquired in the acquisition;
+
+ 
+ 
+the target business may have unknown liabilities;
+
+ 
+ 
+we may choose to incur substantial debt to complete the acquisition of an existing chain and the incurrence of debt could have a variety of negative effects, including:
+
+ 
+ 
+o 
+default and foreclosure on our assets if our operating revenues after such acquisition are insufficient to repay our debt obligations;
+
+ 
+o 
+our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
+
+ 
+o 
+our inability to pay dividends on our common stock;
+
+ 
+o 
+using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;
+
+ 
+o 
+limitations on our flexibility in planning for and reacting to changes in our business and in the foodservice industry;
+
+ 
+o 
+increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
+
+ 
+o 
+limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and
+
+ 
+o 
+other disadvantages compared to our competitors who have less debt.
+
+ 
+These factors, among the many other risks and uncertainties that typically are associated with acquisitions of existing businesses, could negatively impact our Company generally, which would have a material adverse effect on our business, financial condition and results of operations.
+ 
+ 
+19
+
+Table of Contents
+ 
+Acquisitions may have unanticipated consequences that could harm our business and our financial condition.
+ 
+Any acquisition that we pursue, whether successfully completed or not, involves risks, including:
+ 
+ 
+ 
+material adverse effects on our operating results, particularly in the fiscal quarters immediately following the acquisition as the acquired restaurants are integrated into our operations;
+
+ 
+ 
+ 
+
+ 
+ 
+risks associated with entering into markets or conducting operations where we have no or limited prior experience;
+
+ 
+ 
+ 
+
+ 
+ 
+problems retaining key personnel;
+
+ 
+ 
+ 
+
+ 
+ 
+potential impairment of tangible and intangible assets and goodwill acquired in the acquisition;
+
+ 
+ 
+ 
+
+ 
+ 
+potential unknown liabilities;
+
+ 
+ 
+ 
+
+ 
+ 
+difficulties of integration and failure to realize anticipated synergies; and
+
+ 
+ 
+ 
+
+ 
+ 
+disruption of our ongoing business, including diversion of management s attention from other business concerns.
+
+ 
+Future acquisitions may be accomplished through a cash purchase transaction, the issuance of our equity securities or a combination of both, could result in potentially dilutive issuances of our equity securities, the incurrence of debt and contingent liabilities and impairment charges related to goodwill and other intangible assets, any of which could harm our business and financial condition.
+ 
+We may acquire an existing restaurant business that offers different categories of food than our existing restaurants and with which we will have no or limited familiarity. Our failure to manage these new restaurants properly could negatively impact our overall operations and financial performance and deplete our capital resources.
+ 
+Our management has operated our Burger Time restaurants since 2005 and has gained considerable experience operating establishments that focus on burgers and related items. We may acquire an individual restaurant property or a restaurant chain that serves food other than burgers and the other food items with which our management has limited familiarity. Though we expect to attempt to retain key personnel of any existing restaurant group we acquire to assist us with managing the new restaurants, we may not be able to retain such personnel for any meaningful period. Moreover, even if we retain management from the acquired business, our executive officers may not manage the new restaurants profitably for numerous reasons, including our inability to predict the consumer preferences and trends that drive the success of these types of restaurants. Any failure to properly manage the restaurants comprising an acquired restaurant group could, among other negative effects, adversely impact our operations and deplete our capital resources, which would affect our financial condition and the market price for our common stock, if such a market were to develop.
+ 
+Our growth strategy is capital intensive and will require substantial additional capital to execute and this capital might not be available.
+ 
+Our growth for the foreseeable future depends principally on acquiring new restaurants and operating those restaurants on a profitable basis. The cost of acquiring a business will range based on the number of restaurants comprising the group and their profitability. We will seek to raise any additional funds required for any of such purposes by way of equity or debt financings. If we raise additional funds through issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which might make it more difficult for us to obtain additional capital and to pursue business opportunities, including opening new restaurants or making further attractive acquisitions. Moreover, if we issue debt securities, the debt holders would have rights senior to common stockholders to make claims on our assets. In addition, we might not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to support our business growth and to respond to business challenges could be significantly limited.
+ 
+Rising interest rates could negatively impact our performance and acquisition plans.
+ 
+Rising interest rates could significantly increase our cost of borrowing or could make it difficult or impossible for us to obtain financing in the future. An increased cost of borrowing would make it more expensive for us to acquire properties to convert into Burger Time units or to acquire an existing restaurant group, which may negatively impact our performance. If we are unable to obtain financing in the future, our growth could be limited, which could negatively impact our business and operating results.
+ 
+ 
+20
+
+Table of Contents
+ 
+Our growth strategy may divert management s attention from operating our existing restaurants.
+ 
+As we execute our growth strategy, management will be focused on the numerous complex and time-consuming activities required to open new restaurants or to acquire, integrate and operate an existing restaurant group. These activities may divert management s attention from effectively operating our existing restaurants and our existing restaurants may suffer. If the time management allocates to implementing our growth strategies interferes with its ability to manage our existing restaurants and our revenues decline at the existing restaurants, our business, financial condition and results of operations will be adversely affected.
+ 
+Restaurants that we acquire may be subject to long-term non-cancelable leases.
+ 
+Restaurants that we acquire in the future may be subject to long-term non-cancelable leases. Under non-cancelable leases we may be required to pay a share of real estate taxes, insurance, common area maintenance charges and other operating costs associated with the property. In addition, some non-cancelable leases provide for contingent rental payments based on sales thresholds. If we acquire restaurants subject to long-term non-cancelable leases and such restaurants are not profitable, and we decide to close one or more of them, we may nonetheless be committed to perform our obligations under the applicable leases including, among other things, paying the base rent for the balance of the lease term. In addition, as such leases expires, we may fail to negotiate renewals, either on commercially acceptable terms or at all, which could cause us to pay increased occupancy costs or to close restaurants in desirable locations. These payments and costs, as well as the failure to negotiate new leases for restaurants, could have a material adverse effect on our business, financial condition and results of operations.
+ 
+Our future operating results may fluctuate significantly due to our relatively small number of existing restaurants and the expenses required to open new restaurants.
+ 
+As of November 8, 2021, we operated ten restaurants. The capital resources required to develop a new restaurant are significant. For example, we estimate that the gross cash outlay to open a new Burger Time restaurant, including the purchase of real estate, is approximately $550,000 to $755,000, inclusive of preopening expenses. Actual costs may vary significantly depending upon a variety of factors, including whether we acquire a site with an existing structure and conditions in the local real estate and construction market. The combination of our relatively small number of existing restaurants, the significant investment associated with developing new restaurant or acquiring an existing restaurant business may cause our results of operations to fluctuate significantly. Moreover, due to our small base of existing restaurants, poor operating results at any one restaurant or a delay or cancellation in the planned opening of a restaurant could adversely affect our entire business, making the investment risks related to any one location much greater than those associated with many other larger, well-established restaurant chains.
+ 
+ 
+21
+
+Table of Contents
+ 
+Difficulties we may encounter managing our growth could adversely affect our results of operations.
+ 
+If we experience rapid and substantial growth, it will place a strain on our administrative infrastructure and our managerial and financial resources. To manage substantial growth of our operations, we will be required to:
+ 
+ 
+ 
+improve existing, and implement new, operational, financial and management controls, reporting systems and procedures;
+
+ 
+ 
+install enhanced management information systems; and
+
+ 
+ 
+hire, train, motivate, manage and retain our employees.
+
+ 
+We may not be able to install adequate management information and control systems in an efficient and timely manner, and our current or planned personnel, systems, procedures and controls may not be adequate to support our future operations. If we are unable to manage growth effectively, our business would be seriously harmed.
+ 
+We currently own and operate a Dairy Queen franchise and are subject to the obligations and limitations imposed by our franchise agreement, and we may experience an adverse financial effect should the franchise agreement be terminated.
+ 
+We own a Dairy Queen franchise in Ham Lake, Minnesota. We are party to a franchise agreement with Dairy Queen in which we are contractually bound to abide by certain financial obligations, including the payment of monthly royalty and marketing fees comprised of a significant percentage of our gross sales at that location. The franchise agreement also restricts our menu offerings at this location to the established Dairy Queen menu and severely limits our flexibility in the operating model we may employ. Specifically, we are prohibited from selling any Burger Time items at this franchise and, other than in connection with capital raising activities, may not market this restaurant as a part of our Burger Time family. Further, we may not sell any Dairy Queen products at our other restaurants. If we were to, for any reason, discontinue this franchise, our operating results would likely be adversely affected.
+ 
+We rely on the services of Gary Copperud, our Chief Executive Officer, and Kenneth Brimmer, our Chief Operating Officer, to operate our business.
+ 
+Currently, we rely on Gary Copperud, our Chief Executive Officer, and Kenneth Brimmer, our Chief Operating Officer, to make all key decisions relating to our operations and finances. The unexpected loss of the services of Messrs. Copperud or Brimmer would likely have a material adverse effect on our business and plans for future growth. Further, neither of these individuals devotes his full-time efforts to the business of the Company, as further described under the heading Management. 
+ 
+Governmental regulation may adversely impact our ability to open new restaurants or otherwise adversely affect our business, financial condition and results of operations.
+ 
+Our business is subject to a wide range of federal, state and local regulations, including regulations relating to building and zoning requirements and regulations relating to the preparation and sale of food. The development and operation of restaurants depends to a significant extent on the selection and acquisition of suitable sites, which are subject to zoning, land use, environmental, traffic and other regulations and requirements. Our restaurants are also subject to state and local licensing and regulation by health, sanitation, food and occupational safety and other agencies. We may encounter material difficulties or fail to obtain necessary licenses, approvals or permits for our restaurants, which could delay planned restaurant openings or affect the operations at our existing restaurants. Government authorities may suspend or deny renewal of our governmental licenses if they determine that our operations do not meet the standards for initial grant or renewal.
+ 
+ 
+22
+
+Table of Contents
+ 
+For example, we are subject to the U.S. Americans with Disabilities Act (the ADA ) and similar state laws that afford civil rights protections to individuals with disabilities in the context of employment, public accommodations and other areas, including our restaurants. We may in the future have to modify restaurants by adding access ramps or redesigning certain architectural fixtures, for example, to provide service to or make reasonable accommodations for disabled persons. The expenses associated with these modifications could be material. 
+ 
+Our business also is subject to the U.S. Occupational Safety and Health Act, which governs worker health and safety, the U.S. Fair Labor Standards Act, which governs such matters as minimum wages and overtime, and a variety of similar federal, state and local laws that govern these and other employment law matters. We may also be subject to lawsuits from our employees, the U.S. Equal Employment Opportunity Commission or others alleging violations of federal and state laws regarding workplace and employment matters, discrimination and similar matters.
+ 
+The impact of current laws and regulations, the effect of future changes in laws or regulations that impose additional requirements and the consequences of litigation relating to current or future laws and regulations, or our inability to respond effectively to significant regulatory or public policy issues, could increase our compliance and other costs of doing business and, therefore, have an adverse effect on our results of operations. Failure to comply with the laws and regulatory requirements of federal, state and local authorities could result in, among other things, revocation of required licenses, administrative enforcement actions, fines and civil and criminal liability. In addition, certain laws, including the ADA, could require us to expend significant funds to make modifications to our restaurants if we failed to comply with applicable standards. Compliance with the laws and regulations can be costly and can increase our exposure to litigation or governmental investigations or proceedings, which could have a material adverse effect on our business, financial condition and results of operation.
+ 
+If we fail to maintain required licenses and permits or to comply with food control regulations, we could lose our food service licenses, which would harm our business.
+ 
+Government regulations relating to restaurant operations require that we obtain and maintain numerous licenses, approvals or permits. The failure to obtain and maintain these licenses, permits and approvals could have a material adverse effect on our results of operations. In some instances, licenses must be renewed annually and may be revoked, suspended or denied renewal for cause at any time if governmental authorities determine that our conduct violates applicable regulations. Difficulties or failure to maintain or obtain the required licenses, permits and approvals could adversely affect our existing restaurants and delay or result in our decision to cancel the opening of new restaurants, which would have a material adverse effect on our business.
+ 
+New information or attitudes regarding diet and health could result in changes in regulations and consumer consumption habits that could adversely affect our business, financial condition or results of operations.
+ 
+Changes in attitudes regarding diet and health or new information regarding the adverse health effects of consuming certain foods could result in changes in government regulation and consumer eating habits that may impact our business, financial condition or results of operations. These changes have resulted in, and may continue to result in, laws and regulations requiring us to disclose the nutritional content of our food offerings, and they have resulted in, and may continue to result in, laws and regulations affecting permissible ingredients and menu offerings. For example, a number of jurisdictions have enacted menu labeling laws requiring multi-unit restaurant operators to disclose to consumers certain nutritional information or have enacted legislation restricting the use of certain types of ingredients in restaurants. These requirements may be different or inconsistent with requirements we are subject to under the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act, collectively, the ACA, which establishes a uniform, federal requirement for certain restaurants to post nutritional information on their menus. Specifically, the ACA requires chain restaurants with 20 or more locations operating under the same name and offering substantially the same menus to publish the total number of calories of standard menu items on menus and menu boards, along with a statement that puts this calorie information in the context of a total daily calorie intake. The ACA also requires covered restaurants to provide to consumers, upon request, a written summary of detailed nutritional information for each standard menu item, and to provide a statement on menus and menu boards about the availability of this information upon request. Unfavorable publicity about, or guests reactions to, our menu ingredients, the size of our portions or the nutritional content of our menu items could negatively influence the demand for our offerings, thereby adversely affecting our business, financial condition or results of operations.
+ 
+ 
+23
+
+Table of Contents
+ 
+Compliance with current and future laws and regulations regarding the ingredients and nutritional content of our menu items may be costly and time-consuming. Additionally, if consumer health regulations or consumer eating habits change significantly, we may be required to modify or discontinue certain menu items, and we may experience higher costs associated with the implementation of those changes, as well as adversely affect the attractiveness of our restaurants to new or returning guests. We cannot predict the impact of any new nutrition labeling requirements. The risks and costs associated with nutritional disclosures on our menus could also impact our operations, particularly given differences among applicable legal requirements and practices within the restaurant industry with respect to testing and disclosure, ordinary variations in food preparation among our own restaurants, and the need to rely on the accuracy and completeness of nutritional information obtained from third-party suppliers.
+ 
+We may not be able to effectively respond to changes in consumer health perceptions or successfully implement the nutrient content disclosure requirements and to adapt our menu offerings to trends in eating habits. The imposition of menu labeling laws and an inability to keep up with consumer eating habits could materially adversely affect our business, financial condition or results of operations, as well as our position within the restaurant industry in general.
+ 
+Changes in food and supply costs or failure to receive frequent deliveries of food ingredients and other supplies could have an adverse effect on our business, financial condition and results of operations.
+ 
+Our profitability depends in part on our ability to anticipate and react to changes in food and supply costs. We are susceptible to increases in food costs as a result of factors beyond our control, such as general economic conditions, seasonal economic fluctuations, weather conditions, global demand, food safety concerns, infectious diseases, fluctuations in the U.S. dollar, product recalls and government regulations. The costs of many basic foods, including corn, wheat, corn flour and other flour, and cooking oil, have trended higher in recent years, resulting in upward pricing pressures on almost all our raw ingredients and increasing our food costs. Food prices for several of our key ingredients escalated markedly at various points in the past. For example, beef, which represents a substantial portion of our total food supply purchases each year, increased in price by approximately 5% per pound in 2019 and has increased by 3% per pound during 2021. During the pandemic, we have experienced spot shortages of some non-core menu items and have been subject to price increases in a few of our non-core items. While in recent years we have benefited from relatively stable pricing in our beef contracts, there is an ongoing risk of pricing pressures on some of the other ingredients we use in our products in the future. The current economic environment of increasing price inflation may continue to impact our food costs more rapidly than our ability to increase prices, thereby reducing our margins. In addition, weather related issues, such as freezes or drought, may also lead to temporary spikes in the prices of some ingredients such as produce or meats and result in a lack of availability of some menu items and ingredients. Any increase in the prices of the ingredients most critical to our menu, such as beef or chicken, would adversely affect our operating results.
+ 
+We currently do not engage in futures contracts or other financial risk management strategies with respect to potential price fluctuations in the cost of beef or other inputs, food and supplies, which we purchase at prevailing market or contracted prices. We have implemented menu price increases in the past to offset the higher prices of beef, due to competitive pressures and compressed profit margins. We may not be able to offset all or any portion of increased food and supply cost through higher menu prices in the future. If we implement further menu price increases in the future to protect our margins, average check size and restaurant traffic could be materially adversely affected.
+ 
+We rely on certain vendors, suppliers and distributors for all our supplies, which could have a material adverse effect on our business, financial condition and results of operations.
+ 
+We purchase substantially all our food, paper, packaging and related supplies from Sysco Corporation, the nation s largest distributor of food products. In both fiscal 2020 and 2021, approximately 83% of our purchases were from Sysco. In addition, we have agreed to purchase all our beverages, other than coffee, tea or milk, from affiliates of Pepsico. These entities also are responsible for delivering these products to us. Our reliance on these vendors exclusively to provide us with our entire inventory at reasonable prices presents certain risks. We do not control the businesses of our vendors and our efforts to specify and monitor the standards under which they perform may not be successful. Furthermore, certain food items are perishable, and we have limited control over whether these items will be delivered to us in appropriate condition for use in our restaurants. If any of our vendors are unable to fulfill their obligations to our standards, or if we are unable to find replacement providers in the event of a supply or service disruption, we could encounter supply shortages and incur higher costs to secure adequate supplies, which would have a material adverse effect on our business, financial condition and results of operations. Also, if our current vendors are unable to support our expansion into new markets, or if we are unable to find vendors to meet our supply specifications or service needs as we expand, we could likewise encounter supply shortages and incur higher costs to secure adequate supplies, which would have a material adverse effect on our business, financial condition and results of operations.
+ 
+ 
+24
+
+Table of Contents
+ 
+Negative publicity could reduce sales at our restaurants.
+ 
+From time to time, we may face negative publicity, including comments on social media, relating to aspects of our business, including, among others, food quality, public health concerns, restaurant facilities, customer complaints or litigation alleging illness or injury, health inspection scores, the integrity of our suppliers food processing and other policies, practices and procedures, employee relationships or other matters at one or more of our restaurants. Negative publicity generated against our restaurants may adversely affect us, regardless of whether the allegations are valid or whether we are held to be responsible. In addition, the negative impact of adverse publicity relating to one restaurant may extend beyond the restaurant involved to affect our other restaurants. A similar risk exists with respect to food service businesses unrelated to us if customers mistakenly associate such unrelated businesses with our operations. Employee claims against us based on, among other things, wage and hour violations, discrimination, harassment or wrongful termination may also create not only legal and financial liability but negative publicity that could adversely affect us and divert our financial and management resources that would otherwise be exerted in favor of our operations. These risks are amplified in view of the prevalence of social media. A significant increase in the number of these claims or an increase in the number of successful claims could materially adversely affect our business, financial condition, results of operations and cash flows.
+ 
+Food safety and foodborne illness concerns could have an adverse effect on our business.
+ 
+The occurrence or reports of foodborne illness or other food safety issues, food contamination or tampering, employee hygiene and cleanliness failures or improper employee conduct at our restaurants could lead to claims and litigation against us based, upon, among other things, product liability. These incidents and reports could negatively affect our reputation as well as our business, revenues and profits. The occurrence of these incidents at other restaurants also could create negative publicity relating to our industry, which would adversely impact how consumers perceive our restaurants.
+ 
+We cannot assure consumers that our internal controls and employee training will be fully effective in preventing all foodborne illnesses. Our reliance on third party vendors, including food suppliers, none of whom is under our control, make it likely that such foodborne illnesses would impact more than one of our restaurants. Moreover, new illnesses that our current protocols may not detect or diseases with long incubation periods may arise that could give rise to claims or allegations against us on a retroactive basis.
+ 
+One or more instances of foodborne illness in one of our restaurants could negatively affect sales at all our restaurants if highly publicized. This risk exists even if it were later determined that the illness was wrongly attributed to one of our restaurants. Several other restaurant chains have experienced incidents related to foodborne illnesses that have had material adverse impacts on their operations, and we cannot assure you that we could avoid a similar impact upon the occurrence of a similar incident at one of our restaurants. Additionally, even if foodborne illnesses were not identified at our restaurants, our sales could be adversely affected if instances of food-borne illnesses at other restaurant chains were highly publicized.
+ 
+Labor shortages or increased labor costs could negatively impact our growth and could have a material adverse effect on our business, financial condition and results of operations.
+ 
+Labor is one of the primary components in the cost of operating our restaurants. If we face labor shortages or increased labor costs as a result of increased competition for employees, higher employee turnover rates, unionization of restaurant workers, increases in the federal, state or local minimum wage or other employee benefits costs (including costs associated with health insurance coverage), our operating expenses could increase and our growth and results of operations could be adversely impacted. As noted, this occurred in 2012-2014, when an oil boom in North Dakota during those years created a labor shortage, forcing us to increase wages in area stores, thereby offsetting strong revenues generated over that period.
+ 
+ 
+25
+
+Table of Contents
+ 
+Our labor force comprises mostly hourly employees who are paid wage rates that currently are above the applicable federal or state minimum wage requirements. However, increases in the minimum wage could increase labor costs at our restaurants. Either federally mandated or state-mandated minimum wages may be raised in the future, as discussed in the ensuing risk factor. We may be unable to increase our menu prices in order to pass future increased labor costs on to our customers, in which case our margins would be negatively affected, which could have a material adverse effect on our business, financial condition and results of operations. Additionally, if menu prices are increased by us to cover increased labor costs, the higher prices could adversely affect sales and thereby reduce our margins.
+ 
+In addition, our success depends in part upon our ability to attract, motivate and retain well-qualified restaurant management personnel, as well as other qualified employees, including customer service staff, to keep pace with our expansion plans. Moreover, restaurants, especially in the QSR segment, have traditionally experienced high employee turnover rates. Our inability to recruit and retain such individuals may delay the planned openings of new restaurants. If we are unable to continue to recruit and retain sufficiently qualified individuals, our business and our growth could be adversely affected. Competition for these employees has become increasingly intense and it is likely that we will continue to face higher wages, resulting in increased labor costs. Additionally, costs associated with workers compensation are rising, and these costs may continue to rise in the future. We may be unable to increase our menu prices in order to pass these increased labor costs on to consumers, in which case our margins would be negatively affected, which could have a material adverse effect on our business, financial condition and results of operations. Recently, we have experienced an increased challenge in hiring labor to staff our restaurants and the competition for suitable employees has exerted upward wage pressure and caused us to curtail hours slightly at some of our restaurants. Though recent labor shortages and increased wages have not materially impacted our results of operations to date, we cannot predict whether these factors will continue into the future or the impact that the ongoing COVID-19 pandemic may have on labor costs and availability in future periods.
+ 
+Although none of our employees are currently covered under collective bargaining agreements, our employees could elect to be represented by labor unions in the future, though we believe this scenario unlikely. If a significant number of our employees were to become unionized and collective bargaining agreement terms were significantly different from our current compensation arrangements, it could adversely affect our business, financial condition or results of operations.
+ 
+Matters relating to employment and labor law may adversely affect our business.
+ 
+Various federal and state labor laws govern our relationships with our employees and affect operating costs. These laws include employee classifications as exempt or non-exempt, minimum wage requirements, unemployment tax rates, workers compensation rates, citizenship requirements and other wage and benefit requirements for employees classified as non-exempt. Significant additional government regulations and new laws mandating increases in minimum wages or mandated benefits such as health insurance could materially affect our business, financial condition, operating results or cash flow.
+ 
+We also may be subject in the ordinary course of business to employee claims against us based, among other things, on discrimination, harassment, wrongful termination, or violation of wage and labor laws. These claims may divert our financial and management resources that would otherwise be used to benefit our operations. The ongoing expense of any resulting lawsuits, and any substantial settlement payment or damage award against us, could adversely affect our business, brand image, employee recruitment, financial condition, operating results or cash flows.
+ 
+ 
+26
+
+Table of Contents
+ 
+We may be subject to litigation, which could be costly, divert management attention and, if successful, could result in our payment of substantial damages or settlement costs.
+ 
+Our business is subject to the risk of litigation by employees, consumers, suppliers, stockholders or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. The outcome of litigation, particularly class action and regulatory actions, is difficult to assess or quantify. In recent years, restaurant companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state laws regarding workplace and employment conditions, discrimination and similar matters. A number of these lawsuits have resulted in the payment of substantial damages by the defendants. Similar lawsuits have been instituted alleging violations of various federal and state wage and hour laws regarding, among other things, employee meal deductions, overtime eligibility of managers and failure to pay for all hours worked.
+ 
+Customers may file complaints or lawsuits against us alleging that we are responsible for some illness or injury they suffered at or after a visit to one of our restaurants, including actions seeking damages resulting from foodborne illness or accidents in our restaurants. We also may be subject to a variety of other claims from third parties arising in the ordinary course of our business, including contract claims. The restaurant industry has also been subject to a growing number of claims that the menus and actions of restaurant chains have led to the obesity of certain of their customers. We may also be subject to lawsuits from our employees, the U.S. Equal Employment Opportunity Commission or others alleging violations of federal and state laws regarding workplace and employment conditions, discrimination and similar matters.
+ 
+Regardless of whether any claims against us are valid or whether we are liable, claims may be expensive to defend and may divert time and money away from our operations. In addition, they may generate negative publicity, which could reduce customer traffic and sales. Although we maintain what we believe to have adequate levels of insurance, insurance may not be available at all or in amounts sufficient to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of our insurance coverage for any claims or any adverse publicity resulting from claims could adversely affect our business and results of operations.
+ 
+Compliance with environmental laws may adversely affect our business.
+ 
+Our operations are subject to federal, state and local laws and regulations concerning waste disposal, pollution, protection of the environment, and the presence, discharge, storage, handling, release and disposal of, and exposure to, hazardous or toxic substances. These environmental laws provide for significant fines and penalties for noncompliance and liabilities for remediation, sometimes without regard to whether the owner or operator of the property knew of, or was responsible for, the release or presence of hazardous toxic substances. Third parties may also make claims against owners or operators of properties for personal injuries and property damage associated with releases of, or actual or alleged exposure to, such hazardous or toxic substances at, on or from our restaurants. Environmental conditions relating to releases of hazardous substances at a prior, existing or future restaurant could have a material adverse effect on our business, financial condition and results of operations. Further, environmental laws, and the administration, interpretation and enforcement thereof, are subject to change and may become more stringent in the future, each of which could have a material adverse effect on our business, financial condition and results of operations.
+ 
+A failure of our information technology system or breaches of our network security could interrupt our operations and adversely affect our business.
+ 
+We rely on our computer systems, including point-of-sale processing at our restaurants. Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses and other disruptive problems. Any damage or failure of our computer systems that causes an interruption in our operations could have a material adverse effect on our business and subject us to litigation or to actions by regulatory authorities.
+ 
+If we do not effectively protect our customers credit and debit card data, we could be exposed to data loss, litigation, liability and reputational damage.
+ 
+In connection with credit and debit card sales, we transmit confidential credit and debit card information by way of secure private retail networks. Although we use private networks, third parties may have the technology or know-how to breach the security of the customer information transmitted in connection with credit and debit card sales, and our security measures and those of our technology vendors may not effectively prohibit others from obtaining improper access to this information. If a person were able to circumvent these security measures, he or she could destroy or steal valuable information or disrupt our operations. Any security breach could expose us to risks of data loss, litigation and liability and could seriously disrupt our operations and any resulting negative publicity could significantly harm our reputation.
+ 
+ 
+27
+
+Table of Contents
+ 
+Failure to recognize, respond to and effectively manage the accelerated impact of social media could adversely impact our business.
+ 
+In recent years, there has been a marked increase in the use of social media platforms, including blogs, chat platforms, social media websites, and other forms of Internet based communications which allow individuals access to a broad audience of consumers and other interested persons. The rising popularity of social media and other consumer-oriented technologies has increased the speed and accessibility of information dissemination. Many social media platforms immediately publish the content their subscribers and participants post, often without filters or checks on accuracy of the content posted. Information posted on such platforms at any time may be adverse to our interests and/or may be inaccurate. The dissemination of information via social media could harm our business, reputation, financial condition, and results of operations, regardless of the information s accuracy. The damage may be immediate without affording us an opportunity for redress or correction.
+ 
+In addition, social media is frequently used to communicate with our customers and the public in general. Failure by us to use social media effectively or appropriately, particularly as compared to our brands respective competitors, could lead to a decline in brand value, customer visits and revenue. Other risks associated with the use of social media include improper disclosure of proprietary information, negative comments about our brands, exposure of personally identifiable information, fraud, hoaxes or malicious dissemination of false information. The inappropriate use of social media by our customers or employees could increase our costs, lead to litigation or result in negative publicity that could damage our reputation and adversely affect our results of operations.
+ 
+Risks related to this Offering and our Securities
+ 
+Our management will have immediate and broad discretion over the use of the net proceeds from this offering and we may use the net proceeds in ways with which you disagree.
+ 
+The net proceeds from this offering will be immediately available to our management to use at their discretion. We currently intend to use the net proceeds from this offering to pursue the acquisition of multiunit restaurant businesses and individual restaurant properties and for general corporate purposes. See Use of Proceeds. Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our securities. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, financial condition, operating results and cash flow. 
+ 
+ 
+28
+
+Table of Contents
+ 
+You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.
+ 
+You will incur immediate and substantial dilution as a result of this offering. The assumed public offering price of the units is substantially higher than the net tangible book value per share of our common stock. After giving effect to the sale by us of up to $10,000,000 in units (of which our common stock forms a part) offered in this offering, at an assumed public offering price of $5.00 per unit (the midpoint of the range set forth on the cover page of this prospectus), and after deducting the underwriters discounts and commissions and other estimated offering expenses payable by us, investors in this offering can expect an immediate dilution of approximately $3.65 per share, or 73%, at the assumed public offering price. See Dilution. 
+ 
+As a result of the dilution to investors purchasing shares in this offering, investors may receive significantly less than the purchase price paid in this offering, if anything, in the event of a liquidation of our company.
+ 
+There is no established trading market for our shares of common stock or warrants; further, our securities will be subject to potential delisting if we do not maintain the listing requirements of NASDAQ.
+ 
+No public market currently exists for our common stock or warrants. We have applied to list our shares of common stock and warrants (forming part of the units offered hereby) on NASDAQ. An approval of our listing application by NASDAQ will be subject to, among other things, our fulfilling all of the listing requirements of NASDAQ. Even if our shares of common stock and warrants are listed on NASDAQ, there can be no assurance that an active trading market for these securities will develop or be sustained after this offering is completed. The initial offering price has been determined by negotiations among the Representatives and us. Among the factors considered in determining the initial offering price were our future prospects and the prospects of our industry in general, our revenue, net income and certain other financial and operating information in recent periods, and the financial ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to ours. However, there can be no assurance that following this offering our shares of common stock will trade at a price equal to or greater than the offering price.
+ 
+In addition, NASDAQ has rules for continued listing, including, without limitation, minimum market capitalization and other requirements. Failure to maintain our listing, or de-listing from NASDAQ, would make it more difficult for shareholders to dispose of our common stock and more difficult to obtain accurate price quotations on our common stock. This could have an adverse effect on the price of our common stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our common stock is not traded on a national securities exchange.
+ 
+Our ability to have our common stock and warrants traded on the NASDAQ is subject to us meeting applicable listing criteria.
+ 
+We have applied for our common stock and warrants to be listed on NASDAQ, a national securities exchange. The NASDAQ requires companies desiring to list their common stock to meet certain listing criteria including total number of shareholders: minimum stock price, total value of public float, and in some cases total shareholders equity and market capitalization. Our failure to meet such applicable listing criteria could prevent us from listing our common stock on NASDAQ. In the event we are unable to have our shares traded on NASDAQ, our common stock will likely trade on the OTCQX or the OTCQB, each of which is generally considered less liquid and more volatile than the NASDAQ. Our failure to have our shares traded on NASDAQ could make it more difficult for you to trade our shares, could prevent our common stock trading on a frequent and liquid basis and could result in the value of our common stock being less than it would be if we were able to list our shares on NASDAQ.
+ 
+ 
+29
+
+Table of Contents
+ 
+The market price of our common stock and warrants (forming part of the units offered hereby) is likely to be highly volatile and could be subject to volatility related or unrelated to our operations. 
+ 
+If a market for our common stock and warrants develops, the market price could fluctuate substantially due to a variety of factors, including:
+ 
+ 
+ 
+actual or anticipated fluctuations in comparable restaurant sales or operating results, whether in our operations or in those of our competitors;
+
+ 
+ 
+changes in financial estimates or opinions by research analysts, either with respect to us or other QSR companies;
+
+ 
+ 
+our failure to integrate new restaurants that we develop or acquire into our corporate framework or our failure to operate any such new restaurants profitably;
+
+ 
+ 
+any failure to meet investor or analyst expectations;
+
+ 
+ 
+the public s reaction to our press releases, other public announcements and our filings with the SEC;
+
+ 
+ 
+actual or anticipated changes in domestic or worldwide economic, political or market conditions, such as recessions;
+
+ 
+ 
+changes in the consumer spending environment;
+
+ 
+ 
+terrorist acts;
+
+ 
+ 
+changes in laws or regulations, or new interpretations or applications of laws and regulations, that are applicable to our business;
+
+ 
+ 
+changes in accounting standards, policies, guidance, interpretations or principles;
+
+ 
+ 
+short sales, hedging and other derivative transactions in the shares of our common stock;
+
+ 
+ 
+future sales or issuances of our common stock, including sales or issuances by us, our directors or executive officers and our significant stockholders;
+
+ 
+ 
+our dividend policy;
+
+ 
+ 
+changes in the market valuations of other restaurant companies;
+
+ 
+ 
+actions by stockholders;
+
+ 
+ 
+various market factors or perceived market factors, including rumors, involving us, our suppliers and distributors, whether accurate or not;
+
+ 
+ 
+announcements by us or our competitors of new locations, menu items, technological advances, significant acquisitions, strategic partnerships, divestitures, joint ventures or other strategic initiatives; and
+
+ 
+ 
+a loss of a key member of management.
+
+ 
+The stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may adversely affect the trading price of our common stock in any market that develops for it. In addition, our stock price may be influenced by trading activity in our common stock as a result of market commentary (including commentary that may be unreliable or incomplete in some cases); changes in expectations about our business, our creditworthiness or investor confidence generally; or actions by stockholders and others seeking to influence our business strategies. 
+ 
+In the past, following periods of volatility in the market price of a company s securities, stockholders have instituted class action securities litigation against those companies. Such litigation, if instituted, could result in substantial costs and a diversion of management attention and resources, which would significantly harm our profitability and reputation. 
+ 
+ 
+30
+
+Table of Contents
+ 
+The warrants may not have any value.
+ 
+The warrants will be exercisable for five years from the closing date at an initial exercise price of 110% of the public offering price per unit in this offering (which would be $5.50 based on an assumed initial offering price of $5.00 per unit, the mid-point of the anticipated price range). If the price of a share of our common stock does not exceed the exercise price of the warrants during the period when the warrants are exercisable, the warrants may not have any value.
+ 
+The warrants purchased in this offering do not entitle the holder to any rights as common stockholders until the holder exercises the warrant for shares of our common stock.
+ 
+Until you acquire shares of our common stock upon exercise of your warrants purchased in this offering, such warrants will not provide you any rights as a common stockholder, except as set forth in the warrants. Upon exercise of your warrants purchased in this offering, you will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs on or after the exercise date.
+ 
+We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
+ 
+We have the ability to redeem outstanding warrants included in the units sold in this offering at any time commencing six (6) months following the issuance date prior to their expiration, at a price of $0.01 per warrant, provided that the reported last sale price of our common stock equals or exceeds $8.25 per share, or 150% of the assumed warrant exercise price (based on an assumed initial offering price of $5.00 per unit, the mid-point of the anticipated price range set forth on the cover page of this prospectus) (as adjusted for stock splits, stock dividends, rights issuances, reorganizations, recapitalizations and the like), for any 20 consecutive trading days ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.
+ 
+Holders of the warrants may not be able to exercise the warrants if we do not maintain a current prospectus and comply with applicable securities laws.
+ 
+The warrants sold in this offering as part of our securities may not be exercisable unless at the time of exercise a prospectus relating to the common stock issuable upon exercise of the warrants is current and our common stock has been registered or qualified or is deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Although we intend to register the warrants and the shares of common stock issuable upon exercise of such warrants in the registration statement of which this prospectus is a part, if we do not maintain a current prospectus related to the common stock issuable upon exercise of the warrants or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, holders may not be able to exercise their warrants.
+ 
+If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.
+ 
+The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not obtain or retain a listing on Nasdaq and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity, if any, in the secondary market for our common stock or our warrants, and therefore stockholders may have difficulty selling their shares and warrants.
+ 
+ 
+31
+
+Table of Contents
+ 
+Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.
+ 
+For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock or our warrants will not be classified as a penny stock in the future.
+ 
+FINRA sales practice requirements may limit a stockholder s ability to buy and sell our securities.
+ 
+In addition to the penny stock rules described above, the Financial Industry Regulatory Authority, or FINRA, has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer s financial status, tax status, investment objectives and other information. The FINRA requirements may make it more difficult for broker-dealers to recommend that their customers buy our common stock or our warrants, which may have the effect of reducing the level of trading activity in our securities. As a result, fewer broker-dealers may be willing to make a market in our common stock or our warrants, reducing a stockholder s ability to resell shares of our common stock and warrants.
+ 
+If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our securities adversely, the price of our common stock or warrants and trading volume could decline.
+ 
+The trading market for our common stock or warrants may be influenced by the research and reports that securities or industry analysts may publish about us, our business, our market or our competitors. If any of the analysts who may cover us change their recommendation regarding our securities adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock or warrants would likely decline. If any analyst who may cover us was to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price of our common stock or warrants or trading volume to decline.
+ 
+Sales of a substantial number of shares of our common stock following this offering may adversely affect the market price of our common stock and the issuance of additional shares will dilute all other stockholders.
+ 
+Sales of a substantial number of shares of our common stock in the public market or otherwise following this offering, or the perception that such sales could occur, could adversely affect the market price of our common stock. 
+ 
+After completion of this offering and the issuance of the common stock included in the units, there will be 6,047,502 shares of our common stock outstanding (without giving effect to the exercise of the warrants, the exercise by the underwriters of the over-allotment option or the issuance of shares underlying the representative warrants). In addition, our articles of incorporation permit the issuance of up to 43,952,496 additional shares of common stock after the completion of this offering, without giving effect to the possible issuance of shares of common stock upon the exercise by the underwriters of the over-allotment option, the exercise of the warrants issued as part of the units in this offering, the issuance of shares underlying the representative warrants, or the conversion or exercise of any other outstanding securities as of the date hereof. Thus, we could issue substantial amounts of common stock in the future, which would dilute the percentage ownership held by the investors who purchase shares of our common stock in this offering.
+ 
+We and our directors, officers and certain holders who own in the aggregate in excess of 93.6% of the outstanding shares of common stock as of the effective date of the registration statement relating to this offering (and all holders of securities exercisable for or convertible into shares of common stock) will enter into customary lock-up agreements pursuant to which such persons and entities will agree not to offer, issue, sell, contract to sell, pledge, encumber, grant any option for the sale of or otherwise dispose of any of our securities for a period of 180 days after the date of this prospectus or publicly disclose the intention to do any of the foregoing.
+ 
+After the lock-up agreements with our directors, officers and other stockholders pertaining to this offering expire, up to 3,788,002 of the shares that had been locked up will be eligible for future sale in the public market. Of the 3,788,002 shares subject to lock-up agreement, 3,677,999 shares held by directors, executive officers and other affiliates and also will be subject to volume limitations under Rule 144 under the Securities Act. Sales of a significant number of these shares of common stock in the public market could reduce the market price of the common stock. 
+ 
+ 
+32
+
+Table of Contents
+ 
+Our issuance of common stock upon the exercise of options granted under our 2019 Incentive Plan will dilute all other stockholders.
+ 
+We expect to issue options to purchase common stock in the future to officers, directors, employees and consultants under our 2019 Incentive Plan. Any such issuances of common stock underlying stock options may cause stockholders to experience dilution of their ownership interests and the per share value of our common stock to decline.
+ 
+It may be more difficult to raise additional equity capital while the warrants are outstanding. 
+ 
+During the term that the warrants are outstanding, the holders of such warrants will be given the opportunity to profit from a rise in the market price of our common stock. We may find it more difficult to raise additional equity capital while the warrants are outstanding.
+ 
+Our board of directors is authorized to issue preferred stock without obtaining stockholder approval.
+ 
+Our articles of incorporation authorize the issuance of up to 2,000,000 shares of preferred stock with designations, rights and preferences that may be determined from time to time by the board of directors. Our board of directors is empowered, without stockholder approval to create and issue series of preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of preferred stock, there can be no assurance that the Company will not do so in the future. 
+ 
+We do not expect to pay dividends in the future; any return on investment may be limited to the value of our common stock. 
+ 
+We have not paid dividends on our common stock to date and do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on our earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to the development of our business and to increase our working capital. There can be no assurance that we will ever have earnings available to declare and pay cash dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.
+ 
+ 
+33
+
+Table of Contents
+ 
+We have identified a material weakness in our internal control over financial reporting which could, if not remediated, adversely impact the reliability of our financial reports, cause us to submit our financial reports in an untimely fashion, result in material misstatements in our financial statements and cause current and potential stockholders to lose confidence in our financial reporting, which in turn could adversely affect the trading price of our common stock in any market that develops for our common stock.
+ 
+In the course of preparing the financial statements for the fiscal year ended January 3, 2021, our management determined that the deferred tax liability related to the difference between the tax basis and book value of the equipment at the time of the Share Exchange was not correctly calculated, as more fully described in Note 1 to our audited consolidated financial statements for the fiscal years ended December 29, 2019 (fiscal 2019) and January 3, 2021 (fiscal 2020) which are included in this prospectus. We assessed the materiality of this error and do not believe it is material to any prior annual periods; however, we determined it was appropriate to revise our consolidated financial statements as of and for the year ended December 29, 2019, which is in included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2021, as filed with the SEC on March 11, 2021. Therefore, the 2018 accounting for the merger as of December 30, 2018 has been adjusted to reflect an increase of $151,500 in both the estimated deferred tax liability and goodwill arising from the Share Exchange. As a result of the revision of the accounting for the 2018 Share Exchange, the financial statements for the year ended December 29, 2019 also were revised to reflect an additional impairment of $151,500 of the goodwill that was recorded during 2019. The 2019 adjustment is net of a change in income tax benefit of $53,500 which is primarily related to an estimated $43,000 tax benefit available from a tax loss carryforward in 2019. The net effect of the revision to the 2019 financial statements was to increase the net loss by $98,000, decreasing the previously reported December 29, 2019 to a loss of $466,577 and increasing the retained deficit by $98,000 to $2,000,081. In view of this error, we have concluded that there is a material weakness in our internal control over financial reporting. This error had no effect on operating income or on our consolidated cash flow statement for the year ended December 31, 2015; however, management has determined that our internal control over financial reporting relating to the annual accounting for income taxes was not effective as of January 3, 2021.
+ 
+Under standards established by the Public Company Accounting Oversight Board ( PCAOB ), a material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis. The existence of this issue could adversely affect us, our reputation or investor perceptions of us. We have implemented and continue to adopt measures to remediate the underlying causes of the material weakness noted above. As we continue to evaluate and work to remediate the material weakness, we may determine to take additional measures to address the control deficiency. We expect to incur additional costs remediating this material weakness.
+ 
+Although we plan to complete this remediation process as quickly as possible, we cannot at this time estimate how long it will take, and our measures may not prove to be successful in remediating this material weakness. Since we are an emerging growth company, as defined by the JOBS Act and for as long as we maintain such status, we are not required at this time to include an attestation report of our registered public accounting firm regarding internal control over financial reporting. 
+ 
+If our remedial measures are insufficient to address the material weakness, or if additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results or cause us to fail to meet our future reporting obligations. Internal control deficiencies could also result in a revision or restatement of our financial statements in the future or cause investors to lose confidence in our reported financial information, leading to a decline in the price of our stock common stock and we may be unable to maintain compliance with applicable stock exchange listing requirements. Such doubts about the efficacy of internal controls could also impair our ability to attract new investors and may adversely affect our ability to continue our growth.
+ 
+We may incur high corporate governance costs to ensure our controls practices meet the required standards. Any dramatic increased costs could impact our results in operations and our stock price could be materially adversely impacted.
+ 
+ 
+34
+
+Table of Contents
+ 
+Our officers, directors and principal shareholders own, and will continue to own after giving effect to this offering, a controlling interest in our voting stock and investors will not have any voice in our management, which could result in decisions adverse to our general stockholders.
+ 
+Our officers, directors and principal shareholders, in the aggregate, beneficially own or have the right to vote approximately 91.35% of our outstanding common stock, and will continue to beneficially own after giving effect to this offering (assuming no exercise of the over-allotment option and no exercise of the warrants forming part of the units), approximately 61.14% of our outstanding common stock, assuming an offering price of $5.00 per unit (the midpoint of the range set forth on the cover page of this prospectus). As a result, these stockholders, acting together, could control substantially all matters submitted to our stockholders for approval including:
+ 
+ 
+ 
+election of our board of directors;
+
+ 
+ 
+ 
+
+ 
+ 
+removal of any of our directors;
+
+ 
+ 
+ 
+
+ 
+ 
+amendment of our articles of incorporation or bylaws; and
+
+ 
+ 
+ 
+
+ 
+ 
+adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.
+
+ 
+As a result of their ownership and positions, our officers and directors collectively can influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. The interests of our officers may differ from the interests of the other stockholders, and they may influence decisions with which the other stockholders may not agree. Such decisions may be detrimental to our business plan and/or operations and they may cause our business to fail in which case you may lose your entire investment.
+ 
+Our compliance with complicated U.S. regulations concerning corporate governance and public disclosure is expensive and diverts management s attention from our core business, which could adversely affect our business, results of operations, and financial condition.
+ 
+As a publicly reporting company, we are faced with expensive, complicated and evolving disclosure, governance and compliance laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act and the Dodd-Frank Act, and, following this offering, NASDAQ rules. As a result of the complexity involved in complying with the applicable rules and regulations, our management s attention may be diverted from other business concerns, which could harm our business, results of operations and financial condition. We may need to hire more personnel in the future or engage outside consultants, which will increase our operating expenses, to assist us in complying with these requirements.
+ 
+In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest substantial resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management s time and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and our business may be harmed.
+ 
+We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.
+ 
+Anti-takeover provisions in our articles of incorporation and our bylaws and Wyoming law could discourage a takeover.
+ 
+Our articles of incorporation and bylaws contain provisions that might enable our management to resist a takeover. These provisions include:
+ 
+ 
+advance notice requirements applicable to stockholders for matters to be brought before a meeting of stockholders and requirements as to the form and content of a stockholder's notice;
+
+ 
+
+ 
+the right to issue preferred stock without stockholder approval, which could be used to dilute the stock ownership of a potential hostile acquirer;
+
+ 
+
+ 
+allowing all vacancies, including newly created directorships, to be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, except as otherwise required by law;
+
+ 
+
+ 
+limiting the persons that can call special meetings of our stockholders to our board of directors, the chairperson of our board of directors, the chief executive officer or the president (in the absence of a chief executive officer).
+
+ 
+ 
+35
+
+Table of Contents
+ 
+These provisions might discourage, delay or prevent a change in control of our company or a change in our management. The existence of these provisions could adversely affect the voting power of holders of common stock and limit the price that investors might be willing to pay in the future for shares of our common stock.
+ 
+Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
+ 
+Our articles of incorporation and bylaws provide that we will indemnify our directors and officers, in each case to the fullest extent permitted by Wyoming law.
+ 
+In addition, as permitted by the Wyoming Business Corporation Act, our bylaws and the indemnification agreements that we have entered into with our directors and officers will provide that:
+ 
+ 
+we will indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Wyoming law. Wyoming law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person s conduct was unlawful;
+
+ 
+ 
+
+ 
+we may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;
+
+ 
+ 
+
+ 
+we are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;
+
+ 
+ 
+
+ 
+we will not be obligated pursuant to our bylaws to indemnify a person with respect to proceedings initiated by that person against us or our other indemnitees, except with respect to proceedings authorized by our board of directors or brought to enforce a right to indemnification;
+
+ 
+ 
+
+ 
+the rights conferred in our bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons; and
+
+ 
+ 
+
+ 
+we may not retroactively amend our bylaw provisions to reduce our indemnification obligations to directors, officers, employees and agents.
+
+ 
+Limitations on liability and indemnification matters.
+ 
+As permitted by the corporate laws of the state of Wyoming, our articles of incorporation include a provision to eliminate the personal liability of our directors for monetary damages for breach or alleged breach of their fiduciary duties as directors, subject to certain exceptions. In addition, our bylaws provide that we are required to indemnify our officers and directors under certain circumstances, including those circumstances in which indemnification would otherwise be discretionary, and we will be required to advance expenses to our officers and directors as incurred in connection with proceedings against them for which they may be indemnified. If we are required to indemnify, both for the costs of their defense in any action or to pay monetary damages upon a finding of a court or in any settlement, our business and financial condition could be materially and adversely affected. 
+ 
+We are classified as an emerging growth company as well as a smaller reporting company and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors.
+ 
+We are an emerging growth company, as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
+ 
+ 
+36
+
+Table of Contents
+ 
+We have elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B).
+ 
+We could remain an emerging growth company for up to five years from the last day of our fiscal year in which the first sale of our common equity securities occurred pursuant to an effective registration statement under the Securities Act, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, and (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.
+ 
+Notwithstanding the above, we are also currently a smaller reporting company. Specifically, similar to emerging growth companies, smaller reporting companies are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings. Decreased disclosures in our SEC filings due to our status as an emerging growth company or smaller reporting company may make it harder for investors to analyze our results of operations and financial prospects.
+ 
+We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
+ 
+ 
+37
+
+Table of Contents
+ 
+USE OF PROCEEDS
+ 
+We estimate that the net proceeds from the sale of the units we are offering, after deducting underwriting discounts and commissions and estimated offering expenses incurred by us, will be approximately $8,875,000. If the underwriters fully exercise the over-allotment option, the net proceeds of the units we sell will be approximately $10,255,000. Net proceeds is what we expect to receive after deducting the underwriting discounts and commission and estimated offering expenses payable by us.
+ 
+We intend to use the net proceeds of this offering for possible future acquisitions and growth opportunities, additional personnel to manage the businesses acquired and general corporate purposes. Our management will have broad discretion in the application of the net proceeds and investors will be relying on the judgment of our management regarding the application of the proceeds of this offering.
+ 
+Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.
+ 
+MARKET FOR OUR COMMON EQUITY
+ 
+Market Information
+ 
+Prior to this offering, shares of our common stock and warrants have not been traded on an established public trading market and quotations for shares of our common stock and warrants were not reported on any market. In June 2020, our common stock was admitted to quotation on the OTC Pink but trading had not been initiated as of the date of this prospectus. As a result, there has been no market for shares of our common stock or warrants. We have applied for listing of our common stock and warrants forming part of the units on NASDAQ under the symbols BTBD and BTBDW, respectively. No assurance can be given that such listing will be achieved in a timely manner or at all or that a trading market will develop for any of our securities. The approval of our listing on NASDAQ is a condition of closing this offering.
+ 
+Holders
+ 
+As of November 8, 2021, there were 53 holders of record of our common stock.
+ 
+Transfer Agent and Registrar and Warrant Agent
+ 
+We have appointed Continental Stock Transfer & Trust Company as our transfer agent and registrar for our common stock and warrant agent for our warrants. Its address is 1 State Street, 30th Floor, New York, NY 10004, its telephone number is (212) 509-4000 and its email address is cstmail@continentalstock.com.
+ 
+Financial Statements
+ 
+Our consolidated financial statements are included in this prospectus, beginning on page F-1.
+ 
+DIVIDEND POLICY
+ 
+We have not declared or paid any cash dividends on our common stock since our inception, and our board of directors currently intends to retain all earnings for use in the business for the foreseeable future. Any future payment of dividends will depend upon our results of operations, financial condition, cash requirements and other factors deemed relevant by our board of directors. There are currently no restrictions that limit our ability to declare cash dividends on our common stock.
+ 
+ 
+38
+
+Table of Contents
+ 
+CAPITALIZATION
+ 
+The following table sets forth our capitalization:
+ 
+ 
+ 
+on an actual (unaudited) basis as of July 4, 2021; and 
+
+ 
+ 
+on a pro forma as adjusted basis to give effect to the assumed issuance and sale by us of 2,000,000 units at an assumed offering price of $5.00 per unit (the midpoint of the range set forth on the cover page of this prospectus) (assuming no exercise of the over-allotment option and no exercise of the warrants forming part of the units), after deducting the underwriting discounts and commissions and estimated offering costs payable by us.
+
+ 
+You should read the following table in conjunction with Use of Proceeds, Selected Historical Consolidated Financial Data, Management s Discussion and Analysis of Financial Condition and Results of Operations, Description of Securities and other financial information contained in this prospectus, including the financial statements and related notes appearing elsewhere in this prospectus.
+ 
+ 
+ 
+As of July 4, 2021 
+
+Capitalization in U.S. Dollars in thousands 
+ 
+Actual
+(Unaudited)
+ 
+ 
+Pro Forma (1)
+ 
+ 
+Pro Forma, as 
+adjusted (1)
+ 
+
+Shareholders' Equity (Deficit)
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Preferred stock, $.001 par value, 2,000,000 shares authorized; no shares issued and outstanding, respectively
+ 
+$- 
+ 
+$- 
+ 
+$- 
+ 
+
+Common stock, $.002 par value, 50,000,000 authorized; 4,047,502 and 6,047,502 and 8,047,502 shares issued and outstanding on an actual, Pro Forma, and Pro Forma, as adjusted, basis, respectively
+ 
+ 
+8,095 
+ 
+ 
+12,095 
+ 
+ 
+16,095 
+
+Additional paid-in capital
+ 
+ 
+497,671 
+ 
+ 
+9,368,671 
+ 
+ 
+19,364,671 
+
+Accumulated deficit
+ 
+ 
+(860,649) 
+ 
+(860,649) 
+ 
+(860,649)
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Total shareholders' equity (deficit)
+ 
+ 
+(354,883) 
+ 
+8,520,117 
+ 
+ 
+20,511,415 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Total liabilities and shareholders' equity (deficit)
+ 
+$3,780,162 
+ 
+$12,655,162 
+ 
+$22,655,162 
+
+_________ 
+(1)
+The pro forma number of shares of common stock to be outstanding after the offering is based on 4,047,502 shares, which is the number of shares outstanding on January 3, 2021, assumes no exercise by the underwriters of their option to purchase up to an additional 300,000 shares of common stock and warrants to purchase 300,000 shares of common stock to cover over-allotments, if any, and the Pro Forma, as adjusted, amounts reflect potential exercise of 2,000,000 warrants at $5.50 per share. Amounts in the table exclude: 
+
+ 
+ 
+ 
+118,902 shares of our common stock issuable upon exercise of outstanding common stock purchase warrants at a weighted average exercise price of $3.90 per share;
+
+ 
+ 
+ 
+
+ 
+ 
+160,000 shares of common stock underlying the Representative Warrants (assuming no exercise by the underwriters of the over-allotment option); and
+
+ 
+ 
+ 
+
+ 
+ 
+230,500 shares of common stock reserved for future issuance under our 2019 Incentive Plan.
+
+ 
+ 
+39
+
+Table of Contents
+ 
+DILUTION
+ 
+If you invest in our units (comprised of one share of our common stock and one warrant to purchase one share of our common stock) in this offering, your interest will be diluted to the extent of the difference between the public offering price per share of common stock (which forms a part of a unit) and the pro forma net tangible book value per share of our common stock immediately after this offering. We calculate net tangible book value per share by dividing our net tangible book value, which is tangible assets less total liabilities, by the number of outstanding shares of our common stock as of January 3, 2021. Our historical net tangible book value as of January 3, 2021, was a deficit of approximately $702,323 or a negative $0.17 per share of our common stock.
+ 
+After giving effect to our issuance and sale of units in this offering at an assumed public offering price of $5.00 per unit (which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus), assuming no value is attributed to the warrants offered as part of the units, excluding shares that may be issued upon exercise of the underwriters over-allotment option and after deducting estimated underwriting discounts and commissions and estimated offering expenses, our pro forma net tangible book value as of January 3, 2021 would have been $1.35 per share. This represents an immediate increase in net tangible book value of $1.52 per share to existing stockholders and an immediate dilution in net tangible book value of $3.65 per share to purchasers of units in this offering, based on an assumed public offering price of $5.00 per unit (which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus). The following table illustrates this per share dilution:
+ 
+Assumed public offering price per unit
+ 
+ 
+ 
+ 
+$5.00 
+
+Net tangible book value per share as of January 3, 2021
+ 
+$(0.17 ) 
+ 
+ 
+ 
+
+Increase in net tangible book value per share attributable to new investors
+ 
+1.52
+ 
+ 
+ 
+ 
+ 
+
+Less: pro forma net tangible book value per share after giving effect to the offering
+ 
+ 
+ 
+ 
+ 
+1.35 
+
+Immediate dilution in net tangible book value per share to new investors
+ 
+ 
+ 
+ 
+ 
+$3.65 
+
+ 
+The foregoing illustration also does not reflect the dilution that would result from the exercise of any of the warrants sold in the offering.
+ 
+The following table sets forth, as of January 3, 2021, the number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid by existing stockholders and to be paid by new investors purchasing units (of which shares of common stock form a part) in this offering, after giving pro forma effect to the new investors in this offering at an assumed offering price of $5.00 per unit (which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus), together with the total consideration paid an average price per share paid by each of these groups, after deducting underwriting discounts and commissions and estimated offering expenses.
+ 
+ 
+ 
+Shares Purchased
+ 
+ 
+Total Consideration
+ 
+ 
+Average Price
+ 
+
+ 
+ 
+Number
+ 
+ 
+Percent
+ 
+ 
+Amount
+ 
+ 
+Percent
+ 
+ 
+per Share
+ 
+
+Existing stockholders
+ 
+ 
+4,047,502 
+ 
+ 
+66.9% 
+$505,766 
+ 
+ 
+5.4% 
+$0.12 
+
+New investors
+ 
+ 
+2,000,000 
+ 
+ 
+33.1% 
+$8,875,000 
+ 
+ 
+94.6% 
+$5.00 
+
+Total
+ 
+ 
+6,047,502 
+ 
+ 
+100.0% 
+$9,380,766 
+ 
+ 
+100.0% 
+$1.74 
+
+ 
+ 
+40
+
+Table of Contents
+ 
+A $0.50 increase or decrease in the assumed public offering price of $5.00 per share (the midpoint of the range set forth on the cover page of this prospectus) would increase or decrease our as adjusted net tangible book value after this offering by $920,000, or $0.15 per share, and the dilution per share to new investors by $0.15 per share, assuming that the number of shares of common stock, as set forth above, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.
+ 
+We may also increase or decrease the number of shares of common stock we are offering from the assumed number of shares of common stock set forth above. An increase or decrease of 100,000 shares sold in this offering would increase or decrease our as adjusted net tangible book value after this offering by $460,000, or $0.05 per share, and the dilution per share to new investors by $0.05 per share, assuming that the public offering price of $5.00 per share (the midpoint of the range set forth on the cover page of this prospectus) remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.
+ 
+The information discussed above is illustrative only and will adjust based on the actual public offering price and the actual number of shares that we offer in this offering, and other terms of this offering determined at pricing.
+ 
+If the underwriters over-allotment option is exercised in full for shares of common stock at the assumed offering price of $5.00 per share (which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus), the total number of shares outstanding will be 6,347,502 shares, the number of shares held by new investors will increase to 2,300,000 (assuming no exercise of the warrants), or approximately 36.2% of the total number of shares of common stock outstanding after this offering, and the existing stockholders will own 4,047,502 shares of common stock but the percentage of shares held by existing stockholders will decrease to 63.8% of the total shares outstanding.
+ 
+The foregoing discussion and tables above do not give effect to the dilution that would result from (i) 118,902 shares of our common stock issuable upon the exercise of our issued and outstanding warrants at an average exercise price of $3.90 per share and (ii) 184,000 shares of common stock issuable upon exercise of the Representative Warrants, excluding the exercise of any over-allotment in full.
+ 
+To the extent that warrants are exercised, new options or other securities are issued under our equity incentive plan, or we issue additional shares of common stock or preferred stock in the future, there will be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
+ 
+ 
+41
+
+Table of Contents
+ 
+MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
+AND RESULTS OF OPERATIONS
+ 
+The following discussion of our financial condition and results of operation should be read in conjunction with the financial statements and related notes that appear elsewhere in this prospectus. This discussion contains forward-looking statements and information relating to our business that reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties, including the risks in the section entitled Risk Factors beginning on page 15, that may cause our or our industry s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
+ 
+Fiscal Year
+ 
+The Company s fiscal year is a 52/53-week year, ending on the Sunday closest to December 31. The 53-week fiscal 2020 ended on January 3, 2021 and the 52-week fiscal 2019 year ended on December 29, 2019. 
+ 
+Introduction
+ 
+We own and operate ten fast food restaurants, including nine Burger Time restaurants and one Dairy Queen restaurant, all of which are in the North Central region of the United States. Our Burger Time restaurants feature a wide variety of burgers and other affordably priced foods such as chicken sandwiches, pulled pork sandwiches, sides and soft drinks. Our Dairy Queen restaurant offers the established Dairy Queen menu consisting of burgers, chicken, sides, ice cream and other desserts, and a wide array of beverages. Our revenues are derived from the sale of food and beverages at our restaurants.
+ 
+Our Burger Time operating principles include: (i) offering a Bigger Burger to deliver our customers more good food for your money ; (ii) offering a limited menu to permit attention to quality and speed of preparation; (iii) providing fast service by way of single and double drive-thru designs and a point-of-sale system that expedites the ordering and preparation process; and (iv) great tasting quality food made fresh to order at a fair price. Our primary strategy is to serve the drive-thru and take-out segment of the quick-service restaurant industry.
+ 
+Operationally, we take several steps to maintain efficiency, including maintaining inventory of approximately $5,000 to $15,000 per store at any given time (which also has the advantage of allowing for frequent deliveries of fresh food). Historically, our Burger Time investment model targeted an average total cash investment of between $325,000 and $535,000. Real estate and finance costs vary materially by location but, assuming the average investment figure applies, the amount allocated to the purchase of real estate would be approximately $225,000.
+ 
+Our average customer transaction increased by approximately 4% in the first six months of fiscal 2021 compared to 2020 and currently is approximately $11.50. This recent increase is principally because of a menu price increase implemented in the middle of 2020. Our sales trends are influenced by many factors and the environment remains challenging for smaller restaurant chains as competition from the major fast-food hamburger-focused business is intense.
+ 
+Material Trends and Uncertainties
+ 
+There are industry trends which may have an impact on our business. These trends principally relate to the rapidly changing area of technology and food delivery. The major companies in the restaurant industry have rapidly adopted and developed applications for the smart phone and mobile delivery, have aggressively expanded drive-through operations and have developed loyalty programs and data base marketing supported by a robust technology platform. We expect these trends to continue as restaurants aggressively complete for customers. Further, the major industry participants have continued to strategically discount prices through promotions such as a dollar menu. We expect these significant trends will continue.
+ 
+The cost of food has increased over the last two years, and we expect to see continued inflationary pressure in the remainder of 2021. Beef costs were stable in 2020 and recently have increased by approximately 4% per pound following an increase of approximately 5% in 2019. Given the competitive nature of the fast-food burger restaurant industry, it may be difficult to raise menu prices to fully cover future cost increases. During 2020 and continuing into 2021, a significant increase in business volume contributed to improved profit margins. Additional margin improvements may have to be made through operational improvements, equipment advances and increased volumes to help offset any food cost increases, due to the competitive state of the restaurant industry.
+ 
+ 
+42
+
+Table of Contents
+ 
+Labor is a critical factor in operating our stores. In most areas where we operate our restaurants, there historically has been a shortage of suitable labor and recently, securing staff for restaurant has become more challenging. This has resulted in higher wages as the competition for employees intensifies, not only in the restaurant industry, but in practically all retail and service industries. It is crucial for the Company to develop and maintain programs to attract and retain quality employees.
+ 
+Increases in the federally and state mandated minimum wage may also impact our operations. A variety of proposals have been made to increase the federal minimum wage to $15 per hour and state and local governments have, in some cases, implemented minimum wage rates. In North Dakota, the minimum wage is set at the federally mandated minimum wage of $7.25 per hour and the rates are annually adjusted to reflect any increase in cost of living. South Dakota has established a minimum wage of $9.10 per hour which is annually adjusted to increase with the cost of living. Minnesota s minimum-wage rate for small employers, such as us, is $8.04 per hour. Our hourly employees on average earn a wage of approximately $12 to $13 per hour. An increase in the minimum wage to $15 per hour would adversely impact our profit margins.
+ 
+Since March 2020, we have faced the effects of COVID-19 and its more recent variants as a global pandemic which has been both unpredictable and persistent. The COVID-19 pandemic has adversely affected workforces, customers, economies, and financial markets globally and has disrupted the normal flow the U.S. economy. Our stores have, for the most part, remained open for drive-through business during the last year; however, many businesses experienced a disruption of normal operations. More recently, food service businesses, including ours, have faced challenges in attracting and hiring workers and it is possible the labor shortages may become more acute in the busier summer months.
+ 
+In 2020 extending through early 2021, many states, including Minnesota, mandated limited public gatherings to halt or delay the spread of disease. Under these emergency orders, essential services remained open, including, but not limited to gas stations, pharmacies, grocery stores, food banks, convenience stores, take-out and delivery restaurants, banks, hospitals, and laundromats. Under the directions limiting public gatherings, regulators generally allowed drive-through restaurant services to remain open. To date, our restaurants have remained open although we have curtailed hours at some stores and have experienced temporary restaurant closures while locations have been cleaned and employees tested. Thus far, we have been able to reopen after two or three days after such temporary closing. Local, regional or national governments may, at any time, implement directives that limit or order our business to close or take other measures intended to mitigate the spread of disease. Further, some customers may choose to remain in self-imposed isolation and avoid public gathering places.
+ 
+While a program to vaccinate a majority of Americans is currently in progress, it is not possible for us to predict the duration or magnitude of the effects of the outbreak and its impact on our business or results of operations at this time. The conditions may influence restaurant customer traffic and our ability to adequately staff our restaurants, receive deliveries on a timely basis or perform functions at the corporate level. Further, such conditions could impact the availability of the menu items we offer and the ability of suppliers to deliver such products. We also may be adversely affected if jurisdictions in which we have restaurants impose mandatory closures, seek voluntary closures or impose restrictions on operations. Even if such measures are not implemented, the perceived risk of infection or significant health risk may adversely affect our business. We expect to continue to navigate an unprecedented time for our business and industry. 
+ 
+As the restrictions on behavior eased with approved vaccines being distributed and administered, all the states in which we operate have lifted mandatory mask mandates and we expect that, in most respects, restaurant industry operations will return to pre-pandemic norms. Our restaurants may revert to more typical pre-pandemic operations and revenues which may result in sales declines from recent levels. We may be subject to additional competition, as many restaurants initiated take home and delivery services during the pandemic and customers may have grown accustomed to a wider range of take-out foods beyond quick-service restaurant (QSR) options, which would negatively impact our revenue. 
+ 
+We continue to monitor the course of the pandemic and its impact on our customer base and the wider country. It is not possible for us to predict the future course of the pandemic in light of a multitude of factors, including the spread of new variants of the original coronavirus disease among the U.S. population and the efficacy of existing treatments and vaccines.
+ 
+ 
+43
+
+Table of Contents
+ 
+Growth Strategy and Outlook
+ 
+We are seeking to increase value for our shareholders in the foodservice industry. Our principal strategy is to acquire multi-unit restaurant concepts and individual restaurant properties at attractive multiples of earnings. Though we do not currently plan to do so, under certain circumstances, we may develop additional Burger Time locations through the acquisition and conversion of existing properties. Other key elements of our growth strategy encompass increasing same store sales and introducing a campaign to boost brand awareness.
+ 
+Expansion Through Acquisitions: We intend to make strategic and opportunistic acquisitions that provide an entrance into targeted restaurant segments and geographic areas. Restaurant businesses become available for acquisition frequently and we believe that we may be able to purchase either individual restaurant properties or multi-unit businesses at prices providing an attractive return on our investment. We may acquire operating assets where a franchise program is the focus of the acquired foodservice business. We intend to follow a disciplined strategy of evaluating acquisition opportunities that seek to ensure and enable the accretive and efficient acquisition and integration of additional restaurant concepts. Successful execution of our acquisition strategy will allow us to diversify our operations both into other dining concepts and geographic locations. Assuming we are successful in acquiring new businesses, we will operate the business or businesses with a shared central management organization.
+ 
+Expansion through the Development of Additional Burger Time Restaurants: We may develop additional Burger Time restaurants under limited circumstances. Conditions which might give rise to developing additional Burger Time locations include the opportunity to acquire and convert a property that previously had operated as a fast-food establishment at a highly attractive price in a location that fits naturally within Burger Time s geographic footprint so that we may share service expenses, including advertising and marketing costs.
+ 
+Increase Same-Store Sales: Same-store sales growth reflects the change in year-over-year sales for the comparable store base. We intend to deploy a multi-faceted same-store sales growth strategy to optimize restaurant performance. We will apply techniques proven in the restaurant industry to increase same store sales at our Burger Time restaurants and at our acquired properties and to develop new approaches that reflect our corporate character and restaurant composition. We expect to utilize customer feedback and to analyze sales data to introduce, test and hone existing and new menu items. In addition, we will explore utilizing public relations and experiential marketing to engage customers. We expect that our strategies to increase same-store sales will evolve as we acquire new restaurant concepts in new markets. We intend to retain seasoned restaurant personnel to develop and implement programs appropriate for each of our restaurant concepts. 
+ 
+Increase Brand Awareness: Increasing brand awareness is critical to the growth of our Company. We expect to develop and implement forward-looking branding strategies both for our Burger Time concept and for any businesses that we acquire. We intend to leverage social media and employ targeted digital advertising to expand the reach of our brands and drive traffic to our stores. We recently introduced a mobile app that allows consumers to find restaurants, order online and receive special offers. We plan to deploy internet advertising to match specific menu items targeted to specific demographic groups. We will deploy cross-over ads with radio and social media interacting with each other. We expect that our branding initiatives will evolve as we consummate acquisitions of restaurant concepts that appeal to distinct consumer markets in differing geographic areas.
+ 
+ 
+44
+
+Table of Contents
+ 
+Results of Operations.
+ 
+The following table sets forth, for the fiscal years indicated, our Consolidated Statements of Income expressed as percentage of total revenues. Percentages below may not reconcile because of rounding.
+ 
+ 
+ 
+FISCAL YEAR
+ 
+
+ 
+ 
+2020
+ 
+ 
+2019
+ 
+
+ 
+ 
+53 WEEKS
+ 
+ 
+52 WEEKS
+ 
+
+SALES
+ 
+ 
+100.0% 
+ 
+100.0%
+COSTS AND EXPENSES
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Restaurant operating expenses
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Food and paper costs
+ 
+ 
+37.9 
+ 
+ 
+39.7 
+
+Labor costs
+ 
+ 
+28.6 
+ 
+ 
+33.0 
+
+Occupancy costs
+ 
+ 
+8.7 
+ 
+ 
+11.1 
+
+Other operating expenses
+ 
+ 
+5.2 
+ 
+ 
+5.5 
+
+Depreciation and Amortization
+ 
+ 
+2.3 
+ 
+ 
+3.3 
+
+Impairment charges
+ 
+ 
+2.3 
+ 
+ 
+4.5 
+
+General and administrative
+ 
+ 
+8.4 
+ 
+ 
+8.7 
+
+Total costs and expenses
+ 
+ 
+93.4 
+ 
+ 
+105.8 
+
+Income (loss) from operations
+ 
+ 
+6.6 
+ 
+ 
+(5.8)
+INTEREST INCOME
+ 
+ 
+1.3 
+ 
+ 
+0.1 
+
+OTHER INCOME
+ 
+ 
+5.7 
+ 
+ 
+0.1 
+
+INTEREST EXPENSE
+ 
+ 
+(2.2) 
+ 
+(3.2)
+INCOME (LOSS) BEFORE TAXES
+ 
+ 
+11.4 
+ 
+ 
+(8.8)
+INCOME TAX (PROVISION) BENEFIT
+ 
+ 
+(1.7) 
+ 
+1.6 
+
+NET INCOME (LOSS)
+ 
+ 
+9.7% 
+ 
+(7.2)%
+ 
+ 
+45
+
+Table of Contents
+ 
+53 Week Period Ended January 3, 2021 (Fiscal 2020) compared to the 52 Week Period Ended December 29, 2019 (Fiscal 2019)
+ 
+Net Revenues:
+ 
+Net sales for Fiscal 2020 increased $1,679,232 or 25.9% to $8,159,796 from $6,480,564 in Fiscal 2019. The significant increase, which occurred beginning in March of 2020, was principally the result of the COVID-19 pandemic and the temporary shutdown of many restaurant alternatives. The result of limiting indoor seating at restaurants was customers choosing drive-through alternatives including Burger Time.
+ 
+Restaurant sales for Fiscal 2020 ranged from a low of $536,000 to a high of $1,043,500 and average sales for each Burger Time unit during the period was approximately $839,000 in 2020, an increase of approximately 25% from $669,000 in 2019.
+ 
+Costs of Sales - food and paper:
+ 
+Cost of sales - food and paper for Fiscal 2020 decreased to 37.9% of restaurant sales from 39.7% of restaurant sales in Fiscal 2019. This decrease was mainly due to a price increase taken in the middle of 2020 during a relatively stable cost environment.
+ 
+Restaurant Operating Costs:
+ 
+Despite increases in general restaurant operating costs during Fiscal 2020, restaurant operating costs (which refer to all the costs associated with the operation of our restaurants, but do not include general and administrative costs, depreciation and amortization and impairment charges including the write-down of goodwill) as a percent of restaurant sales decreased to 80.4% in Fiscal 2020 from 89.2% in Fiscal 2019. This was due primarily to matters discussed in the Cost of Sales, Labor Costs, and Occupancy and Other Operating Cost sections below. The changes in restaurant-level costs from Fiscal 2019 to Fiscal 2020 are principally the result of a significant increase in restaurant sales volume in 2020 and may be detailed as follows:
+ 
+Restaurant operating costs for the year ended December 29, 2019
+ 
+$5,786,952 
+
+Increase in food and paper costs
+ 
+ 
+516,428 
+
+Increase in labor cost
+ 
+ 
+195,792 
+
+Increase in occupancy and operating
+ 
+ 
+63,850 
+
+Restaurant operating costs for the year ended January 3, 2021
+ 
+$6,563,022 
+
+ 
+Labor Costs:
+ 
+For Fiscal 2020, labor and benefits costs decreased to 28.6% of restaurant sale from 33.0% of restaurant sales in Fiscal 2019. The decrease was the result of the significant increase in business activity and the latter three quarters of 2020 which resulted in a favorable utilization of the fixed portion of labor costs. The Company continues to benefit from minimal turnover in its unit restaurant management. Payroll costs are semi-variable in nature, meaning that they do not decrease proportionally to decreases in revenue, thus they decrease as a percentage of restaurant sales when there is an increase in restaurant sales volume.
+ 
+Occupancy and Other Operating Costs:
+ 
+For Fiscal 2020, occupancy and other costs declined to 13.9% of sales, or $1,136,257, compared to 16.7% of restaurant sales, or $1,072,407, in Fiscal 2019 principally as a result of the significant increase in restaurant volume.
+ 
+ 
+46
+
+Table of Contents
+ 
+Depreciation and Amortization Costs: 
+ 
+For Fiscal 2020, depreciation and amortization costs decreased 11.0%, or $23,398, to $189,389 (2.3% of sales) from $212,787 (3.3 % of sales) in Fiscal 2019. Depreciation costs have been declining as the Company s equipment reaches a fully depreciated status and in 2020 decreased as percentage of sales because of the significant sales increase during 2020.
+ 
+General and Administrative Costs
+ 
+General and administrative costs increased 22.6%, or $126,639, from $560,885 (8.7% of sales) in Fiscal 2019 to $687,524 (8.4% of sales) in Fiscal 2020. The increase was principally the result of increased executive bonus compensation based on the strong financial performance in 2020.
+ 
+Impairment of Assets Held for Sale and Goodwill
+ 
+In 2019, the Company recorded a $93,488 charge to provide for a loss resulting from the closing of its Richmond, Indiana location and the planned sale of the property. In 2020, an additional $100,000 impairment charge was recognized for related to the Richmond property and a $90,493 charge was recorded to recognize impairment of the majority of costs associated with property in St. Louis, Missouri which the company had originally acquired for development. Additionally, in 2019, there was a $200,000 charge to write-off goodwill arising from the 2018 Share Exchange.
+ 
+Income (Loss) from Operations:
+ 
+The income from operations was $529,368 in Fiscal 2020 compared to a loss from operations of $373,548 in Fiscal 2019. The change in income from operations in Fiscal 2020 compared to Fiscal 2019 was due to the matters discussed in the Net Revenues , Restaurant Operating Costs and Impairment and Goodwill Write-down Charges sections above. 
+ 
+Interest Expense:
+ 
+In Fiscal 2020, our interest expense decreased $30,084 to $177,757 (2.2% of restaurant sales) from $207,841 (3.2% restaurant sales) in Fiscal 2019.
+ 
+Interest Income:
+ 
+The $103,623 increase in interest income in Fiscal 2020 was the result of interest earned on the Company s advances to Next Gen Ice, Inc. (NGI), a related company, and included $75,000 of interest income related to the value of equity received by the Company as part of a modification of the notes receivable.
+ 
+Other Income:
+ 
+The $466,758 of other income in Fiscal 2020 was the result of the Company having borrowed $460,400 under the Paycheck Protection Program (PPP ). The Company was informed by its lender in 2021 that the entire amount of PPP advances been forgiven and therefore the anticipated loan forgiveness is reflected as Other Income . In accordance with recent Federal stimulus legislation, the PPP loan has been treated as an SBA Grant during 2020 and the funds advanced under the program have been treated as non-taxable for federal income tax purposes in determining the provision for income taxes.
+ 
+Net Income (loss):
+ 
+The net income was $791,992 for Fiscal 2020, compared to a loss of $466,577 in Fiscal 2019. The change from Fiscal 2020 from Fiscal 2019 was primarily attributable to the matters discussed in the Net Revenues, Restaurant Operating Costs, General and Administrative Costs, and Other Income sections above due to the matters discussed above.
+ 
+ 
+47
+
+Table of Contents
+ 
+Restaurant-level EBITDA:
+ 
+To supplement the consolidated financial statements, which are prepared and presented in accordance with GAAP, the Company uses restaurant-level EBITDA, which is not a measure defined by GAAP. This non-GAAP operating measure is useful to both management and, we believe, to investors because it represents one means of gauging the overall profitability of our recurring and controllable core restaurant operations. This measure is not, however, indicative of our overall results, nor does restaurant-level profit accrue directly to the benefit of stockholders, primarily due to the exclusion of corporate-level expenses. Restaurant-level EBITDA should not be considered a substitute for, or superior to, operating income, which is calculated in accordance with GAAP, and the reconciliations to operating income set forth below should be carefully evaluated.
+ 
+We define restaurant-level EBITDA as operating income before pre-opening costs, if any, general and administrative costs, depreciation and amortization and impairment charges. General and administrative costs are excluded as they are generally not specifically identifiable to restaurant specific costs. Depreciation and amortization and impairment charges are excluded because they are not ongoing controllable cash expenses, and they are not related to the health of ongoing operations.
+ 
+ 
+ 
+Fiscal Year
+ 
+
+ 
+ 
+2020
+ 
+ 
+2019
+ 
+
+Revenues
+ 
+$8,159,796 
+ 
+$6,480,564 
+
+Reconciliation:
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Income (loss) from operations
+ 
+ 
+529,368 
+ 
+ 
+(373,548 )
+Depreciation and amortization
+ 
+ 
+189,389 
+ 
+ 
+212,787 
+
+Impairment charges 
+ 
+ 
+190,493 
+ 
+ 
+293,488 
+
+General and administrative, corporate level expenses
+ 
+ 
+687,524 
+ 
+ 
+560,885 
+
+Restaurant-level EBITDA 
+ 
+$
+1,596,774 
+ 
+$
+699,611 
+
+Restaurant-level EBITDA margin 
+ 
+ 
+19.6% 
+ 
+10.8%
+ 
+Results of Operations for the Thirteen Weeks Ended July 4, 2021, compared to the Thirteen Weeks Ended June 28, 2020
+ 
+The following table sets forth, for the fiscal periods indicated, our Condensed Statements of Operations expressed as percentage of total revenues. Percentages below may not reconcile because of rounding.
+ 
+ 
+ 
+13 Weeks Ended
+ 
+
+ 
+ 
+July 4, 
+2021
+ 
+ 
+June 28,
+2020
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+SALES
+ 
+ 
+100.0% 
+ 
+100.0%
+COSTS AND EXPENSES
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Restaurant operating expenses
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Food and paper costs
+ 
+ 
+38.1 
+ 
+ 
+37.3 
+
+Labor costs
+ 
+ 
+26.1 
+ 
+ 
+25.5 
+
+Occupancy costs
+ 
+ 
+7.0 
+ 
+ 
+7.2 
+
+Other operating expenses
+ 
+ 
+5.4 
+ 
+ 
+4.4 
+
+Depreciation and amortization
+ 
+ 
+2.5 
+ 
+ 
+1.9 
+
+Impairment of assets held for sale
+ 
+ 
+- 
+ 
+ 
+4.2 
+
+General and administrative
+ 
+ 
+4.9 
+ 
+ 
+4.9 
+
+Total costs and expenses
+ 
+ 
+84.0 
+ 
+ 
+85.4 
+
+Income from operations
+ 
+ 
+16.0 
+ 
+ 
+14.6 
+
+INTEREST EXPENSE
+ 
+ 
+(3.8 ) 
+ 
+(2.3 )
+INTEREST INCOME
+ 
+ 
+- 
+ 
+ 
+2.7 
+
+OTHER INCOME (PAYROLL PROTECTION GRANT)
+ 
+ 
+- 
+ 
+ 
+19.5 
+
+INCOME TAXES
+ 
+ 
+(3.5 ) 
+ 
+(6.2 )
+NET INCOME 
+ 
+ 
+8.7% 
+ 
+28.3%
+ 
+ 
+48
+
+Table of Contents
+ 
+Net Revenues:
+ 
+Net sales for fiscal second quarter of 2021 decreased $13,655 to $2,382,683 from $2,396,338 in the second quarter of fiscal 2020. Sales in 2021 have continued to be strong. We have held most of the gains realized during the period of significant dining restrictions resulting in a favorable impact on drive-through locations. This continuing trend has led to an increase in consumers choosing Burger Time as a meal alternative.
+ 
+Restaurant unit sales for the 13-week period ranged from a low of approximately $154,000 to a high of approximately $312,500 and average sales for each Burger Time unit during the period was approximately $237,200 in 2021 essentially unchanged from the same period in 2020.
+ 
+Costs of Sales - food and paper:
+ 
+Cost of sales - food and paper for second quarter of fiscal 2021 increased as a percentage of sales to 38.1% of restaurant sales from 37.3% of restaurant sales in the second quarter of fiscal 2020. This increase was the net result of inflationary pressures of certain items, a favorable six-month verbal fixed price arrangement on the price of ground beef patties at $2.51 per pound which more recently has increased to $2.61 per pound, offset by the impact of a price increase taken at the end of second quarter in 2020 fully realized in 2021.
+ 
+Restaurant Operating Costs:
+ 
+Restaurant operating costs (which refer to all the costs associated with the operation of our restaurants, but do not include general and administrative costs, impairment charges and depreciation and amortization) as a percent of restaurant sales increased to 76.6% of sales in the second fiscal quarter of 2021 from 74.4% in similar period of fiscal 2020. This was due to the net effect of the higher cost incurred for personal protection equipment, the impact of the 2020 price increase, offset by tighter labor markets and the matters discussed in the Cost of Sales, Labor Costs, and Occupancy and Other Operating Cost sections below.
+ 
+Labor Costs
+ 
+For the second quarter of fiscal 2021, labor and benefits costs increased slightly by $10,529 to $621,227 and increased as a percentage of sales to 26.1% of restaurant sales from 25.5% of restaurant sales in the second quarter of fiscal 2020. The increase in the percentage was the result of tighter labor markets leading to higher hourly wage costs offset by the leveraging of existing staffing. Payroll costs are semi-variable in nature, meaning that they do not decrease proportionally to decreases in revenue, thus they increase as a percentage of restaurant sales when there is a decrease in restaurant sales.
+ 
+Occupancy and Other Operating Expenses
+ 
+For the second fiscal quarter of 2021, occupancy and other expenses increased $14,430 to $295,978 (12.4% of sales) in 2021 from 11.6% of sales in similar period in 2020.
+ 
+Depreciation and Amortization Expense:
+ 
+For the second fiscal quarter of 2021, depreciation and amortization increased $12,458 to $58,558 (2.5% of sales) from $46,100 (1.9% of sales) in the second quarter of fiscal 2020.
+ 
+General and Administrative Costs
+ 
+General and administrative costs decreased $1,303 from $116,947 (4.9% of sales) to $115,644 (4.9% of sales) in the second fiscal quarter of 2021.
+ 
+ 
+49
+
+Table of Contents
+ 
+Income from Operations
+ 
+The income from operations for the 13-week period was $382,516 in fiscal 2021 compared to an income from operations of $350,156 in similar period in 2020. The increase in the percentage of income from operations to 16.0% in fiscal 2021 compared to 14.6% fiscal 2020 was principally the result of a $100,000 impairment charge in the 2020 period to reduce the carrying value of property held for sale and the matters discussed in the Net Revenues and Restaurant Operating Costs sections above.
+ 
+Restaurant-level EBITDA:
+ 
+To supplement the condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, the Company uses restaurant-level EBITDA, which is not a measure defined by GAAP. This non-GAAP operating measure is useful to both management and, we believe, to investors because it represents one means of gauging the overall profitability of our recurring and controllable core restaurant operations. This measure is not, however, indicative of our overall results, nor does restaurant-level profit accrue directly to the benefit of stockholders, primarily due to the exclusion of corporate-level expenses. Restaurant-level EBITDA should not be considered a substitute for, or superior to, operating income, which is calculated in accordance with GAAP, and the reconciliations to operating income set forth below should be carefully evaluated.
+ 
+We define restaurant-level EBITDA as operating income before pre-opening costs, if any, general and administrative costs, depreciation and amortization and impairment charges. General and administrative costs are excluded as they are generally not specifically identifiable to restaurant specific costs. Depreciation and amortization and impairment charges are excluded because they are not ongoing controllable cash expenses, and they are not related to the health of ongoing operations.
+ 
+ 
+ 
+13 Weeks Ended,
+ 
+
+ 
+ 
+July 4, 
+2021
+ 
+ 
+June 28, 
+2020
+ 
+
+Revenues
+ 
+$2,382,683 
+ 
+$2,396,338 
+
+Reconciliation:
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Income from operations
+ 
+382,516 
+ 
+350,156 
+
+Depreciation and amortization and impairment charge
+ 
+ 
+58,558 
+ 
+ 
+146,100 
+
+General and administrative, corporate level expenses
+ 
+ 
+115,644 
+ 
+ 
+116,947 
+
+Restaurant-level EBITDA
+ 
+$556,718 
+ 
+$613,203 
+
+Restaurant-level EBITDA margin
+ 
+ 
+23.4% 
+ 
+25.6%
+ 
+Our Results of Operations for the Twenty-Six Weeks Ended July 4, 2021 compared to the Twenty-Six Weeks Ended June 28, 2020
+ 
+ 
+ 
+26 Weeks Ended,
+ 
+
+ 
+ 
+July 4, 
+2021
+ 
+ 
+June 28, 
+2020
+ 
+
+SALES
+ 
+ 
+100.0% 
+ 
+100.0%
+COSTS AND EXPENSES
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Restaurant operating expenses
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Food and paper costs
+ 
+ 
+37.9 
+ 
+ 
+38.8 
+
+Labor costs
+ 
+ 
+27.5 
+ 
+ 
+29.6 
+
+Occupancy costs
+ 
+ 
+7.0 
+ 
+ 
+9.0 
+
+Other operating expenses
+ 
+ 
+5.8 
+ 
+ 
+5.2 
+
+Depreciation and amortization
+ 
+ 
+2.6 
+ 
+ 
+2.4 
+
+Impairment of assets held for sale
+ 
+ 
+- 
+ 
+ 
+2.7 
+
+General and administrative
+ 
+ 
+5.1 
+ 
+ 
+5.0 
+
+Total costs and expenses
+ 
+ 
+85.9 
+ 
+ 
+92.8 
+
+Income from operations
+ 
+ 
+14.1 
+ 
+ 
+7.2 
+
+INTEREST EXPENSE
+ 
+ 
+(3.0 ) 
+ 
+(2.5 )
+INTEREST INCOME
+ 
+ 
+- 
+ 
+ 
+1.7 
+
+OTHER INCOME PAYROLL PROTECTION GRANT
+ 
+ 
+- 
+ 
+ 
+12.6 
+
+INCOME TAXES
+ 
+ 
+(3.1 ) 
+ 
+(4.0 )
+NET INCOME 
+ 
+ 
+8.0% 
+ 
+15.1%
+ 
+ 
+50
+
+Table of Contents
+ 
+Net Revenues:
+ 
+Net sales for 26-week period representing the first half of fiscal 2021 increased $623,787 or 16.9% to $4,323,555 from $3,699,768 in the first half of fiscal 2020. The increase in sales was principally the result of favorable impact in the first half of 2021 of the government shutdown restrictions on social gatherings for dining alternatives resulting in consumers choosing Burger Time as a meal alternative combined with generally favorable weather conditions during the period.
+ 
+Restaurant sales for the 26-week period for our Burger Time locations ranged from a low of approximately $280,300 to high of approximately $587,600 and average sales for each Burger Time unit during the period was approximately $438,200 in 2021 an increase from approximately $382,300 in same 26-week period in 2020.
+ 
+Costs of Sales - food and paper:
+ 
+Cost of sales - food and paper for the first half of fiscal 2021 decreased as a percentage of sales to 37.9% from 38.8% of restaurant sales in the similar period in 2020. This decrease was mainly due to combined effects of second half 2020 menu price increase and the overall increase in business activity supported by a relatively stable market for ground beef and other products. Average beef prices paid by the Company were approximately of $2.51 per pound in 2021 which was unchanged from 2020 contributing to an improved gross margin. 
+ 
+Restaurant Operating Costs:
+ 
+Restaurant operating costs (which refer to all the costs associated with the operation of our restaurants, but do not include general and administrative costs, impairment charge and depreciation and amortization) as a percent of restaurant sales declined to 78.2% of sales in the first half of 2021 from 82.6% in fiscal 2020. This was due primarily to the increase in sales activity and its impact as further discussed in the Cost of Sales, Labor Costs, and Occupancy and Other Operating Cost sections below.
+ 
+Labor Costs
+ 
+For the first half of fiscal 2021, labor and benefits costs decreased to 27.5% of restaurant sales from 29.6% of restaurant sales in the fiscal 2020 period. The Company was able to favorably leverage staffing levels against the significant increase in volume during the second half of the period. While the hiring markets have become more challenging in terms of filling open positions, the Company continued to benefit from limited turnover in its unit restaurant management which tends to cause unfavorable variations in labor costs. Payroll costs are semi-variable in nature, meaning that they do not decrease proportionally to decreases in revenue, thus they increase as a percentage of restaurant sales when there is a decrease in restaurant sales.
+ 
+Occupancy and Other Operating Expenses
+ 
+For the first 26 weeks of fiscal 2021, occupancy and other expenses increased $30,428 or 12.8% of sales to $555,735 from $525,307 (14.2% of restaurant sales) in the similar period in 2020. Many of these costs are fixed and the lower percentage reflect the increase in restaurant sales. This was offset by an increased focus on maintenance projects resulting from very high volume at our stores impacting our major systems such as HVAC and refrigeration.
+ 
+Depreciation and Amortization Expense:
+ 
+Depreciation and amortization expense in the first half of fiscal 2021 increased by $22,474 to $113,394 (2.6% of sales) from $90,920 (2.4% of sales) in the first half of fiscal 2020 and is the result of capital additions at several of our locations.
+ 
+General and Administrative Costs
+ 
+General and administrative costs increased 20.6%, or $37,819, from $183,163 (5.0% of sales) in the first half of fiscal 2020 to $220,982 (5.1% of sales) for the first half of fiscal 2021.
+ 
+Income from Operations
+ 
+Income from operations was $610,672 in the first half of fiscal 2021 compared to $270,379 in the first half of fiscal 2020. The change in income from operations in the first half of fiscal 2021 compared to fiscal 2020 was due primarily to the impact of the 2020 impairment charge, continued robust sales activity and the matters discussed in the Net Revenues and Restaurant Operating Costs sections above. 
+ 
+ 
+51
+
+Table of Contents
+ 
+Restaurant-level EBITDA:
+ 
+To supplement the condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, the Company uses restaurant-level EBITDA, which is not a measure defined by GAAP. This non-GAAP operating measure is useful to both management and, we believe, to investors because it represents one means of gauging the overall profitability of our recurring and controllable core restaurant operations. This measure is not, however, indicative of our overall results, nor does restaurant-level profit accrue directly to the benefit of stockholders, primarily due to the exclusion of corporate-level expenses. Restaurant-level EBITDA should not be considered a substitute for, or superior to, operating income, which is calculated in accordance with GAAP, and the reconciliations to operating income set forth below should be carefully evaluated.
+ 
+We define restaurant-level EBITDA as operating income before pre-opening costs, if any, general and administrative costs, depreciation and amortization and impairment charges. General and administrative costs are excluded as they are generally not specifically identifiable to restaurant specific costs. Depreciation and amortization and impairment charges are excluded because they are not ongoing controllable cash expenses, and they are not related to the health of ongoing operations.
+ 
+ 
+ 
+26 Weeks Ended,
+ 
+
+ 
+ 
+July 4, 
+2021
+ 
+ 
+June 28, 
+2020
+ 
+
+Revenues
+ 
+$4,323,555 
+ 
+$3,699,768 
+
+Reconciliation:
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Income from operations
+ 
+$610,672 
+ 
+$270,379 
+
+Depreciation and amortization and impairment charge
+ 
+ 
+113,394 
+ 
+ 
+190,920 
+
+General and administrative, corporate level expenses
+ 
+ 
+220,982 
+ 
+ 
+183,571 
+
+Restaurant-level EBITDA
+ 
+$945,048 
+ 
+$644,462 
+
+Restaurant-level EBITDA margin
+ 
+ 
+21.8% 
+ 
+17.4%
+ 
+Liquidity and Capital Resources
+ 
+Since March of 2020, the COVID-19 pandemic has had a positive impact of the Company s sales and liquidity. For the 26 weeks ended July 4, 2021, the Company earned an after-tax profit of $347,440. On July 4, 2021, the Company had $1,720,917 in cash and working capital of $898,303, an increase of $526,610 from January 3, 2021. This is partially the result of the Company completing a refinancing of the mortgages covering all its Burger Time properties, including approximately $185,000 of current maturities of long-term debt which was included in the long-term refinancing. In the 13-week period ended July 4, 2021, the Company continued to benefit from excellent results and positive operating cash flow even as government restrictions on dining requirement were eased.
+ 
+COVID-19, and its variants, including what has been described as the fast-spreading Delta variant, likely will to continue to have a significant impact on the United States economy. It is difficult to predict either the ultimate impact of the COVID-19 pandemic or the impact of governmental responses on the United States economy in general, and specifically the impact on the quick service drive-through segment of the food service industry and on Company s operating results and financial condition as the situation is evolving.
+ 
+In May 2020, the Company received pandemic-related loans totaling $487,900. Included in that amount was $460,400 borrowed under the Small Business Administration s Paycheck Protection Program ( PPP ). Under the terms of the program, the loans were forgiven in 2021. The SBA s forgiveness of the PPP is accounted for as a grant and $466,400 was reflected as Other Income in the second quarter of 2020. Also, in May 2020, the Company borrowed $27,500 at no interest under the Minnesota Small Business Emergency Loan Program which, under certain circumstances, may become a grant.
+ 
+Our primary requirements for liquidity are to fund our working capital needs, capital expenditures, and general corporate needs, as well as to invest in or acquire businesses that are synergistic with or complimentary to our business. Our operations do not require significant working capital, and, like many restaurant companies, we generally operate with negative working capital. We anticipate that working capital deficits may be incurred in the future and possibly increase. Our primary sources of liquidity and cash flows are operating cash flows and cash on hand. We use this to service debt and to maintain our stores to operate in an efficient manner, and to increase our working capital. Our working capital position benefits from the fact that we collect cash from sales from our customers at the point of sale, or within a few days from our credit card processor, and in general, payments to our vendors are not due for thirty days.
+ 
+ 
+52
+
+Table of Contents
+ 
+Summary of Cash Flows
+ 
+Cash Flows Provided by Operating Activities
+ 
+Operating cash flow in 2020 included $466,758 of other income in operating cash flow which did not reoccur in 2021 contributing to a decline in cash flow from operations in the first six months of 2021 compared to 2020. As a result of the strong sales increase over the prior year, we generated $496,251 in cash flow for operations in the 26-week period ended July 4, 2021. The winter months have historically been seasonally the slowest part of the Company s business generating a lower level of cash flow in comparison to the balance of the year.
+ 
+Cash Flows Used in Investing Activities
+ 
+In 2020 through the second quarter of 2021, the Company has focused on its primary business and building its working capital reserves.
+ 
+Cash Flows Used in Financing Activities
+ 
+A significant portion of the Company s cash flow is allocated to service the Company s debt.
+ 
+Contractual Obligations
+ 
+As of July 4, 2021, we had $3,268,000 in contractual obligations relating principally to amounts due under mortgages on the real properties on which are stores are situated. Our monthly required payment is approximately $24,000. In the second quarter of fiscal 2021, the Company refinanced most of its outstanding mortgage debt with a new lender lowering its nominal interest cost from 4.75% to 3.45% fixed for the next ten years.
+ 
+Qualitative and Quantitative Disclosure about Market Risk
+ 
+Commodity Price Risk
+ 
+We are subject to volatility in food costs as a result of market risk associated with commodity prices. Our ability to recover increased costs through higher pricing is, at times, limited by the competitive environment in which we operate. We do not enter into pricing agreements with any of our suppliers to manage these risks. Beef is our largest single food purchase and the price we pay for beef fluctuates weekly based on beef commodity prices. We do not currently manage this risk with commodity future and option contracts. A ten percent increase in the cost of beef would result in approximately $175,000 of additional food costs for the Company annually.
+ 
+Seasonality and Inflation
+ 
+Seasonal factors and the timing of holidays cause our revenue to fluctuate from quarter to quarter. Our revenue per restaurant is typically slightly lower in the first and fourth quarters due to holiday closures and the impact of cold weather at all our locations. Adverse weather conditions may also affect customer traffic, especially in the first and fourth quarters, when customers do not use our outdoor seating areas, which impacts the use of these areas and may adversely affect our revenue.
+ 
+ 
+53
+
+Table of Contents
+ 
+Management does not believe that inflation has had a material effect on income during the recent years. Increases in food, labor or other operating costs could adversely affect the Company s operations. In the past, however, the Company generally has been able to increase menu prices or modify its operating procedures to substantially offset increases in its operating costs.
+ 
+The cost of construction has also increased in recent years. We expect that costs to construct new restaurants in our existing and contiguous markets will be more expensive than several years ago, but we expect to achieve higher restaurant sales volumes and/or margin improvements to offset these or additional construction cost increases. Construction cost increases could have an adverse effect on our business and operations, particularly for new restaurant development.
+ 
+Our business is subject to a wide range of federal, state and local regulations, which are subject to change in ways we cannot now anticipate. We are uncertain as to the effect, if any, that changes in the regulatory environment may have on our Company.
+ 
+Off-Balance Sheet Arrangements
+ 
+We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission.
+ 
+Recent Accounting Pronouncements
+ 
+There has been no impact to our financial statements and our results of operations and financial condition as the result of the adoption of Recent Accounting Pronouncements, see Part I, Item 1, Note 1. Summary of Significant Accounting Policies of the Notes to Condensed Consolidated Financial Statements included in this prospectus.
+ 
+Critical Accounting Policies and Estimates
+ 
+Our discussion and analysis of operating results and financial condition are based upon our condensed consolidated financial statements. The preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales, expenses and related disclosures of contingent assets and liabilities. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis.
+ 
+Our critical accounting policies are those that materially affect our financial statements and involve subjective or complex judgments by management. Although these estimates are based on management s best knowledge of current events and actions that may impact us in the future, actual results may be materially different from the estimates. All of our significant accounting policies are disclosed in our Form 10-K for the fiscal year ended January 3, 2021.
+ 
+Jumpstart Our Business Startups Act of 2012
+ 
+We qualify as an emerging growth company as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.
+ 
+Subject to certain conditions set forth in the JOBS Act, we are also eligible for and intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We may take advantage of these exemptions until we are no longer an emerging growth company. We will continue to be an emerging growth company until the earliest to occur of (i) the last day of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we had total annual gross revenue of $1 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the completion of our initial public offering. 
+ 
+ 
+54
+
+Table of Contents
+ 
+OUR BUSINESS
+ 
+Overview of Our Company
+ 
+We own and operate nine Burger Time restaurants and a Dairy Queen franchise. Our Burger Time restaurants feature a variety of burgers and other affordably priced foods such as chicken sandwiches, pulled pork sandwiches, side dishes and soft drinks. Our DQ restaurant serves the menu developed by DQ and sold across the country. We believe that our restaurants appeal to a broad range of consumers. We serve customers by way of a single or double drive-thru format and walk-up windows. We generally do not offer interior seating but provide outdoor seating areas and parking areas for customer use. Our Burger Time restaurants are located in the north central United States, including four restaurants in North Dakota, two in South Dakota and three in Minnesota. Our Dairy Queen franchise is located in Minnesota.
+ 
+Our Burger Time operating principles include: (i) offering a Bigger Burger to deliver our customers more good food for your money ; (ii) offering a limited menu to permit the maximum attention to quality and speed of preparation; (iii) providing fast service by way of the single or double drive-thru design and a point-of-sale system that expedites the ordering and preparation process; and (iv) great tasting quality food made fresh to order at a fair price.
+ 
+We operate in the fast-food drive-through category of the QSR of the restaurant industry. The QSR segment comprises fast food restaurants characterized by limited menus, limited or no table service and fast service. In the United States, the QSR segment is the largest segment of the restaurant industry and has demonstrated growth over a long period of time. According to IBISWorld, there are nearly 200,000 fast-food restaurants in the United States and fast food will generate an estimated $278.6 billion in revenue in 2021, with an estimated $126.9 billion, or approximately 45% of the U.S. fast-food market, deriving from the hamburger segment. The hamburger segment is the largest segment of the U.S. QSR market, and this segment is projected by IBISWorld to grow 17% in 2021.
+ 
+We are seeking to increase value for our shareholders in the foodservice industry. Our principal strategy is to acquire multi-unit restaurant concepts and individual restaurant properties at attractive multiples of earnings. Though we do not currently plan to do so, under certain circumstances, we may develop additional Burger Time locations through the acquisition and conversion of existing properties. Other key elements of our growth strategy encompass the following strategies.
+ 
+ 
+ 
+We intend to make strategic and opportunistic acquisitions that provide an entrance into targeted restaurant segments and geographic areas.
+
+ 
+ 
+ 
+
+ 
+ 
+We will seek to increase same-store sales by deploying a multi-faceted same-store sales growth strategy to optimize restaurant performance.
+
+ 
+ 
+ 
+
+ 
+ 
+We intend to increase brand awareness by developing and implementing forward-looking branding strategies both for our Burger Time concept and for any businesses that we acquire, which may include leveraging social media and employing targeted digital advertising to expand the reach of our brands and drive traffic to our stores.
+
+ 
+Our Corporate History
+ 
+The Company was originally incorporated in the State of Delaware as Hartmax of NY, Inc. in January 2016 with no assets or operations, and, until the Share Exchange described below, a majority of the shares of which were owned by Maxim Partners, an affiliate of Maxim Group LLC, a representative of the several underwriters of this offering, which also acted as the placement agent in the 2018 Private Placement described below. Upon the closing of the 2018 Private Placement, the Company and BTND, LLC, a Colorado limited liability company, which we refer to as BTND, entered into a Share Exchange Agreement whereby the members of BTND exchanged all of their membership interests in BTND for shares of our common stock comprising 85.9% of the outstanding shares of our Company, without giving effect to the sale of any securities sold in the 2018 Private Placement (the Share Exchange ). Maxim Partners and one of its affiliates together held 11.7% of our common stock as of the closing of the Share Exchange, without giving effect to the sale of any securities sold in the 2018 Private Placement. After giving effect to the Share Exchange, the Company became the sole member of BTND and BTND s managing member, Gary Copperud, became the chief executive officer of the Company. Following the Share Exchange, the Company changed its name to BT Brands, which is the parent company of BTND, which in turn became a wholly-owned operating subsidiary of the Company. 
+ 
+In July 2018, we completed a private placement of our securities in which we issued and sold an aggregate of 205,002 shares of our common stock at a purchase price of $3.00 per share and warrants to purchase up to 102,503 shares of our common stock with an initial exercise price equal to $4.00 per share, for which Maxim Group LLC acted as the placement agent (the 2018 Private Placement ). We received approximately $615,000 in gross proceeds from the sale of the securities in the 2018 Private Placement. After deducting placement agent fees and other expenses payable by us in connection with the 2018 Private Offering, we received net proceeds of approximately $492,266.
+ 
+On June 13, 2019, the Company amended and restated its certificate of incorporation to change its corporate name to BT Brands, Inc. to better reflect its multi-faceted growth plan, and to adopt certain provisions in line with its status as a public company. On June 13, 2019, the Company adopted amended and restated bylaws also to reflect the Company s status as a public company. 
+ 
+On June 12, 2020, the holders of 100% of our outstanding shares of common stock adopted resolutions approving the change of corporate domicile from Delaware to Wyoming and the reincorporation into Wyoming was completed in January 2021.
+ 
+The Burger Time brand originated in August 1987 with the opening of the first restaurant in Fargo, North Dakota. Over the next five years, several additional Burger Time restaurants were opened in Minnesota, North Dakota and South Dakota. In 2005, the restaurant assets were sold to STEN Corporation, a public company of which Kenneth Brimmer, our Chief Operating Officer, Chairman and a member of our board of directors, and Gary Copperud, our Chief Executive Officer and a member of our board of directors, were officers and directors. In May 2007, BTND purchased the Burger Time assets from STEN Corporation. Gary Copperud was the managing member of BTND from the acquisition in 2007 until the closing of the Share Exchange and 2018 Private Placement.
+ 
+Since 2007, BTND from time to time sold restaurant assets, including the underlying real property resulting in the closing of the stores located on the respective properties, and BTND has closed two other stores upon the expiration of the leaseholds on which they were located. In December 2018, we closed a store located in Richmond Indiana which was open for only 18 months.
+ 
+ 
+55
+
+Table of Contents
+ 
+Burger Time Restaurants
+ 
+Menu
+ 
+At our Burger Time restaurants, we seek to give our customers more good food for their money and to deliver it hot n fresh. 
+ 
+Our Burger Time restaurants feature a wide variety of juicy, flame broiled burgers that we refer to as Bigger Burgers because they are made with approximately 25% more meat and are larger in diameter than the typical quarter pound burger offerings served by our competitors. Our burgers are custom made to our specifications by our supplier, with no fillers, only beef and salt. Each burger is prepared to a customer s individual order and is served hot and fresh. Burger favorites include a mushroom Swiss burger, a jalapeno burger, and a full pound burger to satisfy the heartiest appetite. Other entrees items include chicken sandwiches, pulled pork sandwiches and chicken chunks. Our burgers and sandwiches are served on fresh buns and are topped with generous helpings of top-tier condiments. We offer an array of traditional and signature sides, many of which have evolved into regional favorites, such as large cut battered onion rings, cheese curds, fried pickle spears and chicken fries. We also offer soft drinks and other reasonably priced food and beverage items. From time to time, we offer specialty sandwiches and wraps at similar price points. Our limited menu is designed to deliver quality across all products, a high taste profile and speedy delivery. 
+ 
+Our objective is to serve customers within two to three minutes of their arrival during the peak day parts of lunch and dinner and within three to five minutes at other times. We can achieve this based on our single and double drive-thru format and on our integrated restaurant design and equipment lay-out that allows us to deliver exceptional food with fast service times. Our restaurants have a computerized point-of-sale system which displays each item ordered on a monitor viewed by food and drink preparers. This enables the preparers to begin filling an order before the order is completed and totaled, thereby increasing the speed of service to the customer and the number of sales per hour.
+ 
+One of our key operating strategies is to minimize inventory and storage requirements, mandating frequent deliveries, which ensures that our food is always fresh. 
+ 
+Our restaurants are generally open from 10 am to 10 pm seven days a week, for lunch, dinner and late-night snacks and meals. We also have recently introduced on-line ordering through our website with curbside delivery.
+ 
+We believe that our restaurants appeal to a broad spectrum of consumers, but we cater to consumers who appreciate the size and variety of our burgers, the value for the money proposition offered by our bigger burgers and the speed and efficiency offered by our single and double drive-thru windows. 
+ 
+Locations
+ 
+The table below provides basic information about each of our restaurants.
+ 
+Location
+ 
+Open Since
+ 
+Building
+(Approx. Sq. Ft.)
+ 
+Land
+(Sq. Ft.)
+ 
+Real Estate
+Owner
+ 
+Restaurant 
+Business Owner
+
+Fargo, North Dakota
+ 
+1987
+ 
+600
+ 
+35,000
+ 
+BTND, LLC
+ 
+BTND, LLC
+
+Moorhead, Minnesota
+ 
+1988
+ 
+600
+ 
+22,680
+ 
+BTND, LLC
+ 
+BTND, LLC
+
+Grand Forks, North Dakota
+ 
+1989
+ 
+650
+ 
+29,580
+ 
+BTND, LLC
+ 
+BTND, LLC
+
+Waite Park, Minnesota
+ 
+1989
+ 
+700
+ 
+17,575
+ 
+BTND, LLC
+ 
+BTND, LLC
+
+Bismarck, North Dakota
+ 
+1989
+ 
+600
+ 
+30,750
+ 
+BTND, LLC
+ 
+BTND, LLC
+
+Sioux Falls, South Dakota
+ 
+1991
+ 
+650
+ 
+17,688
+ 
+BTND, LLC
+ 
+BTND, LLC
+
+Sioux Falls, South Dakota (1)
+ 
+1991
+ 
+650
+ 
+15,000
+ 
+Leased
+ 
+BTND, LLC
+
+Minot, North Dakota
+ 
+1992
+ 
+800
+ 
+33,600
+ 
+BTND, LLC
+ 
+BTND, LLC
+
+Ham Lake, Minnesota (2)
+ 
+2015
+ 
+1,664
+ 
+31,723
+ 
+BTND DQ, LLC (4)
+ 
+BTND DQ, LLC (3)
+
+West St. Paul, Minnesota 
+ 
+2016
+ 
+1,020
+ 
+18.280
+ 
+BTND, LLC
+ 
+BTND, LLC
+
+Richmond, Indiana (4)(5)
+ 
+held for sale
+ 
+1,062
+ 
+23,086
+ 
+BTND IN, LLC (4)
+ 
+BTND, LLC
+
+Hazelwood, Missouri (5)
+ 
+held for sale
+ 
+1,566
+ 
+51,386
+ 
+BTND MO, LLC (5)
+ 
+BTND MO, LLC (5)
+
+___________
+(1)
+Property is leased from a third party.
+
+(2)
+Dairy Queen franchise. 
+
+(3)
+Restaurant operations are 99% owned by BTND, LLC and 1% owned by current restaurant manager.
+
+(4)
+Restaurant operations closed in December 2018.
+
+(5)
+Property for sale.
+
+ 
+ 
+56
+
+Table of Contents
+ 
+We own the real estate on which all but one of our ten operating restaurants are situated. We lease the property on which one of our Sioux Falls, South Dakota restaurants is situated. The Sioux Falls location is leased on a month-to-month basis, for which we pay monthly rent of $1,600 to a third party. 
+ 
+All our owned properties are subject to mortgages secured by our real and personal property. At the end of fiscal 2020, we had approximately $3.2 million in outstanding mortgage notes payable on our owned locations. Interest on most of the notes is fixed at 4.75%, two of our notes have a fixed rate of 5.50%. One of the notes has an adjustable rate based on the five-year Treasury Note rate in 2021, with a floor of 4.00%. During the quarter ended July 4, 2021, we refinanced the 4.75% mortgage debt and as of July 4, 2021, we had $3,268,000 in contractual obligations relating principally to amounts due under mortgages on the real property on which are stores are situated. Our monthly required payment is approximately $24,000. Under the terms of the refinanced mortgage debt, we lowered the nominal interest cost from 4.75% per annum to 3.45% per annum fixed rate for the next ten years.
+ 
+In addition to being secured by the restaurants and other property at the sites, each note is also personally guaranteed by Gary Copperud, our Chief Executive Officer.
+ 
+Our restaurants are in commercial and mixed-use zoning districts, where our target customers work, which positions the restaurants for lunch and dinner visits.
+ 
+Burger Time Restaurant Design
+ 
+Our Burger Time units are free-standing facilities with single or double drive-thru capability and walk-up service windows. The menu, store layout and equipment are designed to work together to allow us to offer exceptional food with fast service times. This integrated design allows for maximum food output with minimal labor.
+ 
+Burger Time stores have a highly visible, distinctive look that is intended to appeal to customers of all ages. Historically, Burger Time stores have ranged from 600 to 1000 sq. ft. Regardless of its size, each restaurant is designed for maximum financial and operational efficiency, with only four employees required to effectively staff a store. As a result of their small size, our restaurants can be constructed on as little as 15,000 square feet of land. Because of the small size of the structure, our restaurants generally require a smaller capital investment and have lower occupancy and operating costs per restaurant than traditional quick-service competitors. The size of the facility also permits somewhat greater flexibility with respect to the selection of prospective sites for restaurants.
+ 
+Our Burger Time design encompasses a red and white structure and features a single or double drive thru. The roof overhangs to protect the drive thru windows from the weather. A walk-up service window is situated at the front of each restaurant. Our design and color scheme are intended to convey a message of clean and fast to the passing motorist. Most of our restaurants do not provide an interior dining area but offer parking and a patio for outdoor eating. 
+ 
+Staffing
+ 
+Each restaurant employs twelve to sixteen employees, including a manager, and an assistant manager. Work shifts are staggered and vary in length of time to ensure superior customer service during our busiest times. We are focused on customer service and we seek to staff our stores with personnel who are friendly, and customer focused.
+ 
+We have enjoyed a long relationship with many of the managers of our restaurants, several of whom have been with Burger Time more than seven years. We will seek to establish similar relationships with the managers joining us in the future.
+ 
+Our experienced managers train new assistant managers in all facets of a restaurant s operations. Other personnel can be trained in a matter of days. 
+ 
+ 
+57
+
+Table of Contents
+ 
+Our manager training stresses food quality; fast, friendly customer service; restaurant cleanliness; and proper management operations of a quick service restaurant. We also focus on food safety and sanitation, employment laws and regulations, and systems to control food and labor costs. All managers and assistants are required to obtain the required food safety (HACCP) training and obtain the Certification applicable to their location.
+ 
+Our managers and assistant managers are full time employees. We support our managers by offering competitive wages, including incentive bonuses tied to unit performance. Most other staff members are part time employees. 
+ 
+Our future growth and success are highly dependent upon our ability to attract, develop and retain qualified restaurant management and hourly staff members, which may be challenging.
+ 
+Restaurant Reporting
+ 
+Each restaurant has a computerized point-of-sale system monitored by the management of the restaurant. With this system, managers can monitor sales, labor, customer counts and other pertinent information. This information allows a manager to better control labor utilization, inventories and operating costs. Information is reported up to our corporate staff where it is analyzed to maximize cost efficiencies in food and labor costs and inventories and customer counts on a weekly basis and profit and loss statements and balance sheets on a monthly basis.
+ 
+The general manager of each restaurant reports directly to a Director of Operations who in turn reports to our Chief Operating Officer, who oversees all aspects of restaurant operations including kitchen operations, restaurant facility management, new restaurant openings and the roll-out of key operational initiatives. All our restaurants prepare detailed monthly operating budgets and compare their actual results to their budgets. 
+ 
+Purchasing and Distribution 
+ 
+We purchase most of our food, paper, packaging and related supplies from Sysco Corporation, the nation s largest distributor of food products. Sysco distributes these supplies to our restaurants on a frequent and routine basis. Typically, our inventory of supplies is never more than $5,000 at any restaurant. This ensures that our food is consistently fresh and frees cash flow for other purposes. Our agreement with Sysco expires on June 3, 2022. We have customarily entered into a new agreement with Sysco every two years. Either party may terminate the agreement after the initial year with 180 days notice or in the event of a material breach that is not cured within 60 days. The agreement may be terminated by Sysco in the event that we fail to pay any amounts owed, or if, in Sysco s sole judgment, either our financial position deteriorates materially, or Sysco becomes aware of circumstances that would materially impact our ability to meet our financial obligations.
+ 
+We are party to a five-year exclusive beverage service agreement under which we have agreed for most locations to purchase our beverages, other than coffee, tea or milk, from Pepsico and its affiliated bottlers through December 21, 2025. Under this agreement, Pepsi provides to us economic incentives for being an exclusive supplier and provides beverage-dispensing equipment free of charge. Either party may terminate the agreement in the event of a material breach that is not cured within 30 days.
+ 
+Beef is our largest product cost item and is expected to remain such for the foreseeable future. Fluctuations in supply and prices can significantly impact our financial results.
+ 
+Marketing and Advertising 
+ 
+Our marketing efforts for Burger Time are intended to convey the principles that we believe attract our core customers we provide our patrons with more good food for their money by offering them a bigger burger and we give it to them hot n fresh. 
+ 
+To date, our marketing and advertising spend has been allocated to social media, limited advertisements in newspapers and radio in the geographic areas in which our restaurants are located. In addition, we have employed product discount coupons, live remote broadcasts, customer contests and direct mailings. We also utilize marketing incentives from our suppliers whenever possible. We recently introduced an on-line ordering capability and curbside delivery program through our website, and we expect to increase emphasis on direct data base marketing supplemented by social media tools, such as Facebook, to promote our brand and local stores. Collectively, however, our marketing-related expenditures have historically comprised less than 1% of our net revenues.
+ 
+ 
+58
+
+Table of Contents
+ 
+We believe our restaurant sales have traditionally, and generally, been derived from drive-by traffic and dedicated return visits from loyal customers. However, we recognize that as we expand our restaurant base, our marketing and advertising expenditures may need to increase. We further expect that as we open new restaurants in existing geographic areas, we will be able to take advantage of operating and marketing efficiencies resulting from the clustering of our restaurants.
+ 
+We expect to develop and deploy a more sophisticated marketing campaign, including an expanded social media presence, intended to build consumer brand awareness of our restaurants.
+ 
+Dairy Queen Franchise
+ 
+In October 2015, we acquired a 99% ownership interest in a Dairy Queen franchise in Ham Lake, Minnesota. The remaining 1% ownership interest in the franchise is owned by the General Manager of the location who possesses certain Dairy Queen qualifications and whose ownership is required under the operating agreement with the franchisor. 
+ 
+Because we are a franchisee, we are party to a franchise agreement with Dairy Queen that, among other things, restricts our menu offerings at this location to the established Dairy Queen menu and severely limits our flexibility in the operating model we may employ at this location. Specifically, we are prohibited from selling any Burger Time items at this franchise and we may not market this restaurant as a part of our Burger Time family. 
+ 
+We have no plans at this time to enter into any other franchise agreements with Dairy Queen or any other national chain of restaurants, as we believe our profitable future can best be realized by expanding the Burger Time brand or by acquiring either restaurant business assets or another restaurant chain. However, should we become aware of another attractive opportunity to assume control of a franchise, we may consider it.
+ 
+Burger Time Restaurant Economic Model
+ 
+Our Burger Time restaurant economic model is based on three principles: a low capital investment, low conversion and incremental expenses and lean and disciplined operating efficiencies. For example, in the case of our Burger Time locations, because we do not offer interior seating, our restaurant footprint is small, generally around 650 sq. ft., which can be situated on a parcel of real estate as small as 15,000 sq. ft. (approximately 0.344 acres), which includes sufficient space for parking and outdoor seating. While some of our newer restaurants have been larger, enabling us to offer some limited in-store seating, our basic model remains the same and our real estate costs, whether we purchase or lease, remain relatively low.
+ 
+Operationally, we take several steps to maintain efficiency, including maintaining inventory of no more than approximately $5,000 per store at any given time (which also has the advantage of allowing for frequent deliveries of fresh food). 
+ 
+Our Burger Time restaurant investment model targets a total cash investment of between $325,000 and $535,000, or an average of $430,000. Real estate and finance costs vary materially by location but, assuming the average investment figure applies, the amount allocated to the purchase of real estate would be approximately $225,000.
+ 
+Costs to develop a new Burger Time location can fluctuate significantly, based on the number and timing of restaurant openings and the specific expenses incurred for each restaurant.
+ 
+ 
+59
+
+Table of Contents
+ 
+Growth Strategy
+ 
+We are seeking to increase value for our shareholders in the foodservice industry. Our strategy is to acquire multi-unit restaurant concepts and individual restaurant properties at attractive multiples of earnings. Though we do not currently plan to do so, under certain circumstances, we may develop additional Burger Time locations through the acquisition and conversion of existing properties. Other key elements of our growth strategy encompass increasing same store sales and introducing a campaign to boost brand awareness.
+ 
+As we develop and extend our business into new food concepts and geographic areas, we expect to pursue strategies that will leverage our multiple brands, capacity and reach, which may include:
+ 
+ 
+ 
+introducing dual concept locations that allow for two or more of our brands to operate in a single space and share a single kitchen and staff, in an effort to enhance our return on investment;
+
+ 
+ 
+ 
+
+ 
+ 
+advancing aggressive third-party national branded and local delivery services;
+
+ 
+ 
+ 
+
+ 
+ 
+entering into local and regional product licensing agreements that allow for the sale in third-party retail establishments of popular products that we offer at our restaurants; and
+
+ 
+ 
+ 
+
+ 
+ 
+employing extensive use of direct database marketing including social media, to drive business to all concepts under our control.
+
+ 
+As a public company, we may be presented with opportunities to become a reverse merger candidate in the restaurant industry, whereby a larger private restaurant chain seeks to avail itself of our public company status by merging with our business. 
+ 
+Expansion Through Acquisitions
+ 
+We intend to make strategic and opportunistic acquisitions that provide an entrance into targeted restaurant segments and geographic areas. Restaurant businesses become available for acquisition frequently and we believe that we may be able to purchase either individual restaurant properties or multi-unit businesses at prices providing an attractive return on our investment. We may acquire operating assets where a franchise program is the focus of the acquired foodservice business. We intend to follow a disciplined strategy of evaluating acquisition opportunities that seek to ensure and enable the accretive and efficient acquisition and integration of additional restaurant concepts. Successful execution of our acquisition strategy will allow us to diversify our operations both into other dining concepts and geographic locations. 
+ 
+In evaluating potential acquisitions, we may consider the following characteristics, among others that management considers relevant to each distinct opportunity:
+ 
+ 
+ 
+the value proposition offered by acquisition targets when comparing the purchase price to the potential return on our investment;
+ 
+ 
+ 
+
+ 
+ 
+established, recognized brands within their geographic footprint;
+ 
+ 
+ 
+
+ 
+ 
+steady cash flow;
+ 
+ 
+ 
+
+ 
+ 
+track records of long-term operating performance;
+ 
+ 
+ 
+
+ 
+ 
+sustainable operating results;
+ 
+ 
+ 
+
+ 
+ 
+geographic diversification; and
+ 
+ 
+ 
+
+ 
+ 
+growth potential.
+ 
+Assuming we are successful in acquiring new businesses, we will operate the business or businesses with a shared central management organization. Following the acquisition, we expect to pursue a growth plan to both expand the number of locations and to increase comparable store sales and profits, as described below. We anticipate that by leveraging our management services platform, we will be able to achieve post-acquisition cost benefits by reducing the corporate overhead of the acquired business. If we acquire one or more restaurant chains or individual units in close proximity to each other, we believe the concentration of operations will provide economic synergies with respect to management functions, marketing and advertising, supply chain assistance, staff training and operational oversight. 
+ 
+ 
+60
+
+Table of Contents
+ 
+Future Development of Additional Burger Time Restaurants
+ 
+We may, in certain circumstances, consider developing additional Burger Time location. Conditions which might give rise to developing additional Burger Time locations include the opportunity to acquire and convert a property that previously had operated as a fast-food establishment at a highly attractive price in a location that fits naturally within Burger Time s geographic footprint so that we may share service expenses, including advertising costs.
+ 
+If we elect to open additional Burger Time restaurants, we expect that development of these restaurants will, based on our experience, require a minimum six to nine months after opening, to achieve the targeted restaurant-level sales and operating margins. In a case where we open a restaurant in new and untested markets, achieving targeted sales may take longer since the local population will not be familiar with our brand and building brand awareness takes time. How quickly new restaurants achieve their targeted sales and operating margin depends on many factors, including the level of consumer familiarity with our brand, as well as the availability of experienced managers and other staff. However, every restaurant has a unique opening sales pattern, and this pattern is difficult to predict. 
+ 
+Increase Same-Store Sales
+ 
+Same-store sales growth reflects the change in year-over-year sales for the comparable store base. We intend to deploy a multi-faceted same-store sales growth strategy to optimize restaurant performance. We will apply techniques proven in the restaurant industry to increase same store sales at our Burger Time restaurants and at our acquired properties and to develop new approaches that reflect our corporate character and restaurant composition. We expect to utilize customer feedback and analyze sales data to introduce, test and hone existing and new menu items. In addition, we will investigate utilizing public relations and experiential marketing to engage customers. We expect that our strategies to increase same-store sales will evolve as we acquire new restaurant concepts in new markets. 
+ 
+Increase Brand Awareness 
+ 
+Increasing brand awareness is important to the growth of our Company. We will develop and implement forward-looking branding strategies both for our Burger Time concept and for any businesses that we acquire. We will seek to leverage social media and employ targeted digital advertising to expand the reach of our brands and drive traffic to our stores. In addition, we intend to develop mobile applications that will allow consumers to find restaurants, order online and receive special offers. We will deploy internet advertising to match specific menu items targeted to specific demographic groups. We will deploy cross-over ads with radio and social media interacting with each other. We expect that our branding initiatives will evolve as we consummate acquisitions of restaurant concepts that appeal to distinct consumer markets in differing geographic areas.
+ 
+Trademarks and Service Marks
+ 
+We have registered our trademarks It s Burger Time and Hot n Now with the United States Patent and Trademark Office. We believe that our trademarks and service marks have value to us and are important to our marketing efforts. We may develop additional marks in the future. Our policy is to pursue registration of our marks whenever possible and to oppose vigorously any infringement of its marks. 
+ 
+Competition 
+ 
+The restaurant industry is highly competitive and is dominated by major chains that possess substantially greater financial and other resources than we have. The industry is affected by changes in geographic competition, changes in the public s eating habits and preferences, local and national economic conditions affecting consumer spending habits, population trends and local traffic patterns. Key elements of competition in our industry are the price, quality and value of food products offered; quality and speed of service; advertising effectiveness; brand name awareness; restaurant convenience; and attractiveness of facilities. We compete primarily based on value of food (portion size), price, food quality and speed of service. A significant change in pricing or other marketing strategies by one or more of our competitors could have an adverse impact on our sales, earnings and growth. Our competition includes a variety of national and regional fast-food chains and locally owned restaurants that offer carry-out, dine-in, delivery and catering services, many of which have achieved significant brand and product recognition and engage in extensive advertising and promotional programs. Our competition in the geographic areas in which operate includes McDonalds, Burger King, Carl s Jr. and Wendy s.
+ 
+ 
+61
+
+Table of Contents
+ 
+Seasonality 
+ 
+Seasonal factors and the timing of holidays cause our revenue to fluctuate from quarter to quarter. Our revenue per restaurant is typically slightly lower in the first and fourth quarters due to the impact of cold weather at our northern locations. Adverse weather conditions may also affect customer traffic, especially in the first and fourth quarters, when customers do not use our outdoor seating areas, which impacts the use of these areas and may adversely affect our revenue. 
+ 
+Employees
+ 
+As of January 3, 2021, the Company had two members of its senior corporate personnel. Each of the Company s restaurants has both a salaried manager and an assistant manager or supervisor and a varying number of restaurant staff, all of whom are hourly employees. As of January 3, 2021, we had approximately 107 employees, of which 17 were full time and 90 were part time. None of our employees are unionized or covered by collective bargaining agreements, and we consider our current employee relations to be good.
+ 
+Marketable Securities
+ 
+We have, from time to time, purchased publicly traded marketable securities. Historically, these securities consisted of investments in exchange-listed common stocks with published prices per share readily available.
+ 
+PROPERTIES
+ 
+A description of our restaurant properties appears above under the heading BUSINESS Locations. We lease our executive offices, consisting of approximately 1,000 square feet located at 405 West Main Street, West Fargo, North Dakota, on a month-to-month basis at a cost of $500 per month. We believe our current office space is suitable and adequate for its intended purposes and our near-term expansion plans.
+ 
+ 
+62
+
+Table of Contents
+ 
+Mortgages
+ 
+ During the quarter ended July 4, 2021, we refinanced the majority of our existing mortgage debt which bore interest at 4.75%. As of July 4, 2021, we had $3,268,000 in contractual obligations relating principally to amounts due under mortgages on the real property on which are stores are situated. Our monthly required payment is approximately $24,000. Under the terms of the refinanced mortgage debt we lowered the nominal interest cost from 4.75% to 3.45% fixed for the next ten years.
+ 
+Rental Properties
+ 
+We currently lease one of our Sioux Falls, South Dakota locations on a month-to-month basis and the monthly rent we pay is $1,600. 
+ 
+Regulation and Compliance 
+ 
+Our operations are subject to a wide range of federal, state and local government regulations, including those relating to, among others, public health and safety, zoning and fire codes, labor and franchising. Our failure to obtain or retain food or other licenses and registrations or exemptions would adversely affect the operations of our restaurants. We operate each of our restaurants in accordance with standards and procedures designed to comply with applicable laws, codes and regulations. To date, we have not experienced and do not anticipate any significant problems in obtaining required licenses, permits or approvals; however, any difficulties, delays or failures in obtaining such licenses, permits, registrations, exemptions, or approvals in the future could delay or prevent the opening of, or adversely impact the viability of, a restaurant. 
+ 
+The development and construction of additional restaurants will be subject to compliance with applicable zoning, land use and environmental regulations. We believe federal and state environmental regulations have not had a material effect on operations, but more stringent and varied requirements of local government bodies with respect to zoning, land use and environmental factors could delay construction and increase development costs for new restaurants. 
+ 
+We are also subject to the Fair Labor Standards Act, the Immigration Reform and Control Act of 1986 and various federal and state laws governing such matters as minimum wages, overtime, unemployment tax rates, workers compensation rates, citizenship requirements and other working conditions. A significant portion of the hourly staff is paid at rates consistent with the applicable federal or state minimum wage and, accordingly, increases in the minimum wage will increase labor costs. We are also subject to the Americans with Disabilities Act, which prohibits discrimination based on disability in public accommodations and employment, which may require us to design or modify our restaurants to make reasonable accommodations for disabled persons. 
+ 
+A number of states, counties and cities have enacted menu labeling laws requiring multi-unit restaurant operators to disclose to consumers certain nutritional information or have enacted legislation restricting the use of certain types of ingredients in restaurants. Many of these requirements are inconsistent or interpreted differently from one jurisdiction to another. These requirements may be different or inconsistent with requirements that we are subject to under the ACA, which establishes a uniform, federal requirement for certain restaurants to post nutritional information on their menus. Specifically, the ACA requires chain restaurants with 20 or more locations in the United States operating under the same name and offering substantially the same menus to publish the total number of calories of standard menu items on menus and menu boards, along with a statement that puts this calorie information in the context of a total daily calorie intake. The ACA also requires covered restaurants to provide to consumers, upon request, a written summary of detailed nutritional information for each standard menu item, and to provide a statement on menus and menu boards about the availability of this information upon request. While our ability to adapt to consumer preferences is a strength of our businesses, the effect of such labeling requirements on consumer choices, if any, is unclear at this time.
+ 
+Currently, the Company is not a franchisor and operates a Dairy Queen unit as a Franchisee of Dairy Queen. Franchise operations are governed by state laws that regulate the offer and sale of franchises and the franchisor franchisee relationship. Such laws generally require registration of the franchise offering with state authorities and regulate the franchise relationship by, for example, requiring the franchisor to deal with its franchisees in good faith, prohibiting interference with the right of free association among franchisees, limiting the imposition of standards of performance on a franchisee and regulating discrimination against franchisees in charges, royalties or fees. In addition, such laws may restrict a franchisor in the termination of a franchise agreement by, for example, requiring good cause to exist as a basis for the termination, advance notice to the franchisee of the termination, an opportunity to cure a default and a repurchase of inventory or other compensation. 
+ 
+ 
+63
+
+Table of Contents
+ 
+Environmental Matters 
+ 
+Our operations are subject to extensive federal, state and local laws and regulations relating to environmental protection, including regulation of discharges into the air and water, storage and disposal of waste and clean-up of contaminated soil and groundwater. Under various federal, state and local laws, an owner or operator of real estate may be liable for the costs of removal or remediation of hazardous or toxic substances on, in or emanating from such property. Such liability may be imposed without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. 
+ 
+We have not conducted a comprehensive environmental review of our properties or operations. No assurance can be given that we have identified potential environmental liabilities at our properties or that such liabilities will not have a material adverse effect on our financial condition. 
+ 
+LEGAL PROCEEDINGS
+ 
+From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
+ 
+MANAGEMENT
+ 
+Directors and Executive Officers
+ 
+The following table sets forth information regarding our executive officers, directors and director nominees as of the date of this prospectus:
+ 
+Name
+ 
+Age
+ 
+Position
+
+Gary Copperud
+ 
+63
+ 
+Chief Executive Officer and Director
+
+Kenneth Brimmer
+ 
+66
+ 
+Chief Operating Officer, Chief Financial Officer, and Chairman
+
+Jeffrey A. Zinnecker (1)
+ 
+64
+ 
+Director
+
+Allan Anderson (2)
+ 
+68
+ 
+Director Nominee
+
+Terri Tochihara-Dirks (2)
+ 
+60
+ 
+Director Nominee
+
+Steven W. Schussler (2)
+ 
+66
+ 
+Director Nominee
+
+ 
+(1) 
+Mr. Zinnecker will resign as a member of the board upon the completion of this offering.
+(2) 
+To be appointed to the board upon the completion of this offering.
+ 
+Background Information about our Officers and Directors
+ 
+Gary Copperud has served as the Chief Executive Officer and a director of the Company since July 31, 2018, the date on which we completed the Share Exchange. He was a founding member of BTND in 2007 and served as BTND s managing manager and Chief Financial Officer from its inception until completion of the Share Exchange. Mr. Copperud has been a managing director of BTND Trading, LLC since 2016. Mr. Copperud was a founding shareholder of Next Gen Ice, Inc., a provider of automated ice delivery systems to convenience stores and other markets, in June 2019, and has served as the Chairman of the Board of Next Gen Ice since July 2019. From 1998 through April 2007, he was a director of STEN Corporation, resigning when BTND acquired Burger Time assets. In addition, Mr. Copperud served as the President of STEN s Burger Time Acquisition Corporation subsidiary from July 2004 until April 2007. Since 1993, Mr. Copperud has been president/general manager of CMM Properties, LLC, an investment company with holdings in real estate and securities located in Fort Collins, Colorado. Prior to that, Mr. Copperud was self-employed in the fields of securities and real estate investment and development. We believe Mr. Copperud s long tenure as managing member of BTND, as well as his prior experience as a member of the board of directors of a public company, qualifies him to serve on our board of directors.
+ 
+ 
+64
+
+Table of Contents
+ 
+Kenneth Brimmer has served as the Chief Operating Officer and Chairman of the board of directors of the Company and Principal Accounting Officer since July 31, 2018, the date on which we closed the Share Exchange. Mr. Brimmer also has served as a member of the board of directors of Next Gen Ice, Inc. since October 2019 and currently serves as the Chief Financial Officer of Next Gen Ice, Inc. Mr. Brimmer has a wide range of experience, including several early stage and rapidly growing businesses, serving at various times as President, Chief Executive Officer, and a director and Audit Committee Chairman of several public and private companies. Mr. Brimmer previously was the Chief Executive Officer of Hypertension Diagnostic, Inc. and its subsidiary HDI Plastics, Inc. ( HDI ). He has served on the board of HDI since 1998 and was its CEO from September 2012 until May 2020. He is also CEO of privately held Brimmer Company, LLC which provides consulting management services to BT Brands and to Next Gen Ice, Inc. He also has served as CEO of STEN Corporation, a currently inactive former diversified business since October 2003. Mr. Brimmer was a Director of Landry s Restaurants from June 2004 until April 2017 and served on the Audit and Compliance Committee of its Golden Nugget New Jersey Casino. Previously, he was President of Rainforest Cafe, Inc., which grew from start-up to over 6,000 employees from April 1997 until April 2000, and he was Treasurer from its inception in 1995 until April 2000. During the time Mr. Brimmer served as Treasurer of Rainforest Cafe, Rainforest raised over $200 million in a combination of private and public stock offerings. Prior to Rainforest, Mr. Brimmer was employed by Berman Consulting, LLC, a financial and investment management company, from 1990 until April 1997. Mr. Brimmer has a degree in accounting and worked as a certified public accountant (inactive) in the audit division of Arthur Andersen & Co. from 1977 through 1981. We believe Mr. Brimmer s long and varied career as a business executive, particularly his service as the chief operating officer of a major restaurant chain, qualifies him to serve on, and chair, our board of directors.
+ 
+Jeffrey A. Zinnecker has served as a director of the Company since July 31, 2018, the date on which we closed the Share Exchange. He was a founding member of BTND in 2007. Mr. Zinnecker is the President and principal owner of Zinncorp Inc., an information technology consulting company in Minneapolis, Minnesota, which he founded in 1989. Prior thereto, Mr. Zinnecker was employed as a technology consultant for North States Power Company, now Xcel Energy. 
+ 
+Director Nominees
+ 
+Allan Anderson will join our board of directors as an independent director and will serve as the chairman of our audit committee upon effectiveness of this offering and immediately prior to our NASDAQ listing. In 2001, Mr. Anderson founded privately-held ReliaFund Inc., for which he has served in various executive capacities. ReliaFund provides electronic payment processing and reporting services for small businesses. From 1975 to 1984, Mr. Anderson was employed in the Audit Division of Arthur Andersen & Co., serving as an Audit Manager. Mr. Anderson has served as a chief financial officer (or equivalent) for several private companies. He previously served as an independent member of the board of directors of publicly-held STEN Corporation, including serving as Chairman of its Audit Committee. STEN Corporation is the entity from which the Company purchased its restaurant assets in 2007. Messrs. Copperud and Brimmer were also directors of STEN. Mr. Anderson holds a bachelor of arts degree in accounting from Southwest State University and formerly was licensed as a certified public accountant, which is now inactive. We believe that Mr. Anderson is qualified to serve on our board of directors and as the chair of our audit committee because of his education, his extensive experience in accounting and audit work and his experience working at several companies as the chief financial officer. 
+ 
+Terri Tochihara-Dirks will join our board of directors as an independent director and will be appointed to serve as the chair of our compensation committee and a member of audit committee upon effectiveness of this offering and immediately prior to our NASDAQ listing. Since 2008, Ms. Tochihara-Dirks has been the co-owner, with her husband, of The Oberon Assisted Living, a privately held healthcare community in Arvada, Colorado. Her day-to-day responsibilities include Operations and Infection Prevention. From 1986 to 2006, she held various positions with AT&T retiring in 2006 as the Mountain States Region Vice President of Sales for AT&T. Ms. Tochihara-Dirks has served on several non-for-profit Boards of Directors including the Denver Chamber of Commerce and Denver Junior Achievement. We believe that Ms. Tochihara-Dirks is qualified to serve on our board and as the chair of the compensation committee and as a member of our audit committee by reason of her general business experience both operating her own business and as an executive of a multi-national corporation.
+ 
+Steven W. Schussler will join our board of directors as an independent director and will be appointed to serve as a member of our audit committee upon effectiveness of this offering and immediately prior to our NASDAQ listing. From March 2012 until January 2019, Mr. Schussler served as a director of Kona Grill, a publicly-traded restaurant company based in Scottsdale, Arizona which operated more than 40 restaurants in 23 U.S. states and 3 foreign countries. Mr. Schussler also served as Co-CEO of Kona Grill from March 2012 until January 2019. Following Mr. Schussler's resignation from Kona Grill, Kona Grill filed for bankruptcy protection on April 30, 2019, and in September 2019, the assets of the Kona Grill were sold to One Group Hospitality, Inc. Mr. Schussler was the founder and, from November 2018 to January 2019, served as the Executive Vice-President and a member of the board of directors of Rainforest Caf , Inc., a publicly-traded restaurant company that was sold to Landry s Restaurants, Inc. in 2000. Since 2000, Mr. Schussler has been the owner and Chief Executive Officer of Schussler Creative, Inc., a restaurant development concept company that has created several restaurant concepts including The Boathouse, a waterfront restaurant located in Disney Springs in Orlando, Florida, T-Rex Caf , a restaurant and retail store located in Downtown Disney Marketplace in Orlando, Florida, as well as Yak & Yeti, an Asian restaurant located inside Disney s Animal Kingdom in Orlando, Florida. Schussler Creative, Inc. sold a controlling interest in T-Rex Caf and Yak & Yeti to Landry s in 2006. Mr. Schussler speaks frequently on the topics of entrepreneurship and leadership and is the author of It's A Jungle In There: Inspiring Lessons, Hard-Won Insights, and Other Acts of Entrepreneurial Daring. We believe that Mr. Schussler is qualified to serve on our board and as a member of the audit committee on the basis of his extensive restaurant and public company experience.
+ 
+We are not party to any employment agreements or other agreements with Messrs. Copperud or Brimmer.
+ 
+Mr. Copperud and Mr. Brimmer have other business ventures but historically have devoted a majority of their business time to the Company. Upon the closing of this offering, Mr. Copperud expects to devote substantially all of his business time to the business of the Company and Mr. Brimmer will become the full-time Chief Financial Officer of the Company; however, his activities will not be exclusive to the Company.
+ 
+ 
+65
+
+Table of Contents
+ 
+Term of Office
+ 
+All our directors will hold office until their successors have been elected and qualified or appointed or the earlier of their death, resignation or removal. Executive officers are appointed and serve at the discretion of the board of directors.
+ 
+Family Relationships
+ 
+There are no family relationships among our directors or officers.
+ 
+Board Composition 
+ 
+Our bylaws provide that the size of our board of directors will be determined from time to time by resolution of our board of directors. Currently, the board comprises three members, none of whom qualifies as an independent director under any applicable standard. 
+ 
+Upon completion of this offering, the size of our board will increase to five members and Allan Anderson, Terri Tochihara-Dirks and Steven W. Schussler will join our board and Mr. Zinnecker will resign from the board. Our board of directors has determined that each of Mr. Anderson, Ms. Tochihara-Dirks and Mr. Schussler will be an independent director in accordance with the listing requirements of applicable NASDAQ and SEC rules, as described below. 
+ 
+Election of Directors
+ 
+Our bylaws provide that members of our board or directors will be elected by a majority vote of our stockholders.
+ 
+Independence of our Board of Directors and Board Committees
+ 
+Rule 5605 of the NASDAQ Listing Rules requires a majority of a listed company s board of directors to be comprised of independent directors, as defined in such rule, subject to specified exceptions. In addition, the NASDAQ Listing Rules require that, subject to specified exceptions: each member of a listed company s audit, compensation and nominating committees be independent as defined under the NASDAQ Listing Rules; audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act; and compensation committee members also satisfy an additional independence test for compensation committee members under the NASDAQ Listing Rules. If a listed company does not have a nominating committee, as permissible under NASDAQ Listing Rules, director nominees must either be selected, or recommended for the Board's selection by independent directors constituting a majority of the Board's independent directors in a vote in which only independent directors participate. 
+ 
+Our board of directors has evaluated the independence of its members based upon the rules of the NASDAQ Stock Market and the SEC. Applying these standards, our board of directors determined that of the directors who will serve immediately following the completion of this offering, Mr. Anderson, Ms. Tochihara-Dirks and Mr. Schussler will be independent as that term is defined under Rule 5605(a)(2) of the NASDAQ Listing Rules. The other seated directors will not be considered independent because each is an officer of the Company. 
+ 
+Leadership Structure of the Board
+ 
+Our current bylaws provide our board of directors with flexibility to combine or separate the positions of Chairman of our board of directors and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of the company. 
+ 
+The board of directors currently separates the roles of Chief Executive Officer and Chairman of the board of directors in recognition of the differences between the two roles. Our Chief Executive Officer, who is also a member of our board of directors, is responsible for setting the strategic direction of the Company and the day-to-day leadership and performance of the Company, while the Chairman of the board of directors provides guidance to the Chief Executive Officer, sets the agenda for the board meetings, presides over meetings of the board of directors and seeks to reach a consensus on board decisions. Although these roles are currently separate, the Board believes it should be able to freely select the Chairman of the board of directors based on criteria that it deems to be in the best interest of the Company and its stockholders, and therefore one person may, in the future, serve as both the Chief Executive Officer and Chairman of the board of directors.
+ 
+Role of Board in Risk Oversight Process
+ 
+Our board of directors will have oversight responsibility for the Company s risk management process. The board of directors will administer its oversight function through its committees, but will retain responsibility for general oversight of risks. The committee chairs will be responsible for reporting findings regarding material risk exposure to the board of directors as quickly as possible. The board of directors will delegate to the audit committee oversight responsibility to review our code of ethics, including whether the code of ethics is successful in preventing illegal or improper conduct, and our management s risk assessments and management s financial risk management policies, including the policies and guidelines used by management to identify, assess and manage our exposure to financial risk. Our compensation committee will assess and monitor any major compensation-related risk exposures and the steps management should take to monitor or mitigate such exposures.
+ 
+Board Committees
+ 
+Our board of directors has established standing committees in connection with the discharge of its responsibilities. Upon the commencement of the trading of our common stock on NASDAQ, these committees will include an audit committee and a compensation committee. As permitted by Nasdaq Listing Rule, the independent directors on our board will fulfill the responsibilities of a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members will serve on committees until their resignation or until otherwise determined by our board of directors. Each of these committees has adopted a written charter that satisfies the applicable standards of the SEC and the NASDAQ Listing Rules, which we will post on the investor relations section of our website upon the completion of this offering.
+ 
+ 
+66
+
+Table of Contents
+ 
+Audit Committee
+ 
+Upon the effectiveness of this offering, the members of our audit committee will be Mr. Anderson, Ms. Tochihara-Dirks and Mr. Schussler, all of whom are independent as that term is defined under Rule 5605(a)(2) of the NASDAQ Listing Rules. Mr. Anderson will be the chair of the audit committee. 
+ 
+In addition, our board of directors has determined that Mr. Anderson qualifies as an audit committee financial expert, as that term is defined under SEC rules, and possesses the requisite financial sophistication, as defined under the NASDAQ Listing Rules. Our audit committee will assist our board of directors in its oversight of our accounting and financial reporting process and the audits of our financial statements. Under its charter, our audit committee will be responsible for, among other things:
+ 
+ 
+ 
+selecting, retaining and replacing independent auditors and evaluating their qualifications, independence and performance;
+ 
+ 
+ 
+
+ 
+ 
+reviewing and approving scope of the annual audit and audit fees;
+ 
+ 
+ 
+
+ 
+ 
+discussing with management and independent auditors the results of annual audit and review of quarterly financial statements;
+ 
+ 
+ 
+
+ 
+ 
+reviewing adequacy and effectiveness of internal control policies and procedures;
+ 
+ 
+ 
+
+ 
+ 
+approving retention of independent auditors to perform any proposed permissible non-audit services;
+ 
+ 
+ 
+
+ 
+ 
+overseeing internal audit functions and annually reviewing audit committee charter and committee performance;
+ 
+ 
+ 
+
+ 
+ 
+preparing the audit committee report that the SEC requires in our annual proxy statement; and
+ 
+ 
+ 
+
+ 
+ 
+reviewing and evaluating the performance of the Audit Committee, including compliance with its charter.
+ 
+Compensation Committee
+ 
+Upon the effectiveness of this offering, the members of our compensation committee will be Ms. Tochihara-Dirks and Mr. Anderson. Ms. Tochihara-Dirks will be the chair of the compensation committee. Ms. Tochihara-Dirks and Mr. Anderson will be independent as defined under the NASDAQ Listing Rules and satisfies NASDAQ s additional independence standards for compensation committee members. Both Ms. Tochihara-Dirks and Mr. Anderson are non-employee directors within the meaning of Rule 16b-3 under the Exchange Act and outside directors as defined by Section 162(m) of the Internal Revenue Code. Our compensation committee assists our board of directors in the discharge of its responsibilities relating to the compensation of our executive officers. Under its charter, our compensation committee will be responsible for, among other things:
+ 
+ 
+ 
+recommending to our board of directors for approval compensation and benefit plans;
+ 
+ 
+ 
+
+ 
+ 
+reviewing and approving annually corporate and personal goals and objectives to serve as the basis for the CEO s compensation, evaluating the CEO s performance in light of those goals and objectives and determining the CEO s compensation based on that evaluation;
+ 
+ 
+ 
+
+ 
+ 
+determining and approving the annual compensation for other executive officers;
+ 
+ 
+ 
+
+ 
+ 
+retaining or obtaining the advice of a compensation consultant, outside legal counsel or other advisors;
+ 
+ 
+ 
+
+ 
+ 
+approving any grants of stock options, restricted stock, performance shares, stock appreciation rights, and other equity-based incentives to the extent provided under our equity compensation plans;
+ 
+ 
+ 
+
+ 
+ 
+reviewing and making recommendations to our board of directors regarding the compensation of non-employee directors; and
+ 
+ 
+ 
+
+ 
+ 
+reviewing and evaluating the performance of the compensation committee, including compliance with its charter.
+ 
+ 
+67
+
+Table of Contents
+ 
+Board Diversity
+ 
+Upon the effectiveness of this offering, the independent members of our board of directors will review with our entire board on an annual basis, the appropriate characteristics, skills and experience required for our board of directors as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), we expect that the independent members of our board of directors, in approving (and, in the case of vacancies, appointing) such candidates, will take into account many factors, including the following:
+ 
+ 
+ 
+ethics and values;
+ 
+ 
+ 
+
+ 
+ 
+experience in corporate management, such as serving as an officer or former officer of a publicly held company;
+ 
+ 
+ 
+
+ 
+ 
+experience in the industries in which we compete;
+ 
+ 
+ 
+
+ 
+ 
+experience as a board member or executive officer of another publicly held company;
+ 
+ 
+ 
+
+ 
+ 
+diversity of expertise and experience in substantive matters pertaining to our business relative to other board members;
+ 
+ 
+ 
+
+ 
+ 
+conflicts of interest; and
+ 
+ 
+ 
+
+ 
+ 
+practical and mature business judgment.
+ 
+Code of Ethics
+ 
+We have adopted a Code of Ethics and Business Conduct applicable to our directors, officers and employees, in accordance with Section 406 of the Sarbanes-Oxley Act, the rules of the SEC promulgated thereunder, and the Nasdaq listing rules. We have filed a copy of our form of the Code of Ethics and Business Conduct as an exhibit to the registration statement of which this prospectus is a part. You will be able to review this document by accessing our public filings at the SEC s website at www.sec.gov. In addition, a copy of the Code of Ethics and Business Conduct will be provided without charge upon request from us. See the section of this prospectus entitled Where You Can Find Additional Information. If we make any amendments to our Code of Ethics and Business Conduct other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics and Business Conduct applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver in a Current Report on Form 8-K. We also intend to post any amendments to our Code of Ethics and Business Conduct, or any waivers of its requirements, on our website, www.itsburgertime.com.
+ 
+ 
+68
+
+Table of Contents
+ 
+Limitation of liability and indemnification matters
+ 
+Our articles of incorporation contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Wyoming law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:
+ 
+ 
+ 
+any act or omission that involves intentional misconduct, fraud or a knowing violation of law; or
+
+ 
+ 
+ 
+
+ 
+ 
+any unlawful payment of distributions in violation of the Wyoming Business Corporation Act.
+
+ 
+Each of our articles of incorporation and bylaws provide that we are required to indemnify our directors and officers, in each case to the fullest extent permitted by Wyoming law. Our bylaws also obligate us to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under Wyoming law. We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors. With specified exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors and officers liability insurance.
+ 
+The limitation of liability and indemnification provisions included in our articles of incorporation and bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and our stockholders. Further, a stockholder s investment may be adversely affected to the extent that we pay the costs of settlement and damage.
+ 
+EXECUTIVE COMPENSATION 
+ 
+Summary Compensation Table
+ 
+The following Summary Compensation Table sets forth all compensation earned in all capacities during the 2019 and 2020 fiscal years by our principal executive officer and principal financial officer. No other officer or employee of the Company received total compensation for either 2019 or 2020, as determined in accordance with Item 402 of Regulation S-K, that exceeded $100,000:
+ 
+Name and Principal Position
+ 
+Year
+ 
+Salary
+($)
+ 
+ 
+Bonus
+($)
+ 
+ 
+Stock
+Awards
+($)
+ 
+ 
+Option Awards
+($)
+ 
+ 
+Non-
+Qualified Deferred Compensation Earnings
+($)
+ 
+ 
+All
+Other Compensation ($)
+ 
+ 
+Total
+($)
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Gary Copperud, Chief Executive Officer (1)
+ 
+2020
+ 
+ 
+150,000 
+ 
+ 
+100,000 
+ 
+ 
+0 
+ 
+ 
+0 
+ 
+ 
+0 
+ 
+ 
+0 
+ 
+ 
+250,000 
+
+ 
+ 
+2019
+ 
+ 
+150,000 
+ 
+ 
+0 
+ 
+ 
+0 
+ 
+ 
+0 
+ 
+ 
+0 
+ 
+ 
+0 
+ 
+ 
+150,000 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Kenneth Brimmer, Chief Operating Officer
+ 
+2020
+ 
+ 
+0 
+ 
+ 
+50,000 
+ 
+ 
+0 
+ 
+ 
+0 
+ 
+ 
+0 
+ 
+ 
+54,000 
+ 
+ 
+104,000 
+
+ 
+ 
+2019
+ 
+ 
+0 
+ 
+ 
+0 
+ 
+ 
+0 
+ 
+ 
+0 
+ 
+ 
+0 
+ 
+ 
+0 
+ 
+ 
+0 
+
+___________ 
+1.
+During the years ended December 31, 2019 and 2018, prior to the Share Exchange, BTND paid annual compensation of $150,000 to Mr. Copperud, its managing member, who currently serves as our Chief Executive Officer.
+
+2.
+Effective in December 2019, the Company agreed with Brimmer Company, LLC to pay a fee for Mr. Brimmer s services as Chairman, Director and Chief Operating Officer and Chief Financial Officer for a fee of $4,500 per month. Effective in January 2021, this amount has been increased to $5,500 per month.
+
+ 
+ 
+69
+
+Table of Contents
+ 
+Director Compensation
+ 
+We have not paid any compensation to our directors in their capacity as such since the Share Exchange.
+ 
+We have agreed to pay each of Mr. Anderson, Ms. Tochihara-Dirks and Mr. Schussler, each of whom is a director nominee and will join the board upon the closing of this offering, the sum of $500 for each board meeting attended and $250 for each committee meeting attended. In addition, upon the closing of this offering, we will issue to each of Mr. Anderson, Ms. Tochihara-Dirks and Mr. Schussler options to purchase 5,000 shares of common stock under the 2019 Incentive Plan which will be exercisable at a per share exercise price equal to the offering price of the units in this offering and expire ten years after the date of grant and have agreed to issue to each such person options to purchase 2,000 shares of common stock during each year that such person serves on the board of directors. 
+ 
+Officer Compensation
+ 
+During fiscal 2020, we paid to Mr. Copperud a salary of $150,000 for serving as the Chief Executive Officer and he will receive the same salary for 2021. 
+ 
+Effective in December 2019, the Company agreed with Brimmer Company, LLC, for Mr. Brimmer s services as Chief Operating Officer and Chief Financial Officer, to pay a fee of $4,500 per month, which amount has been increased to $5,500 per month for 2021.
+ 
+Except as described above, the Company is not party to any agreements with of its officers.
+ 
+Compensation Plans
+ 
+2019 Incentive Stock Plan
+ 
+In October 2019, our board of directors and stockholders adopted the 2019 Incentive Stock Plan (the Plan ). An aggregate of 250,000 shares of our common stock is reserved for issuance and available for awards under the Plan, including incentive stock options granted under the Plan. The Plan administrator may grant awards to any employee, director, consultant or other person providing services to us or our affiliates. As of November 8, 2021, we had awarded an aggregate of 4,500 shares of common stock as a stock bonus to thirty of our employees and options to each of our three director nominees entitling them to purchase an aggregate of 15,000 shares of common stock at a per share exercise price equal to the offering price of the units in this offering, and there remain 230,500 shares for grant under the Plan.
+ 
+The Plan shall be initially administered by the Board. The Plan administrator has the authority to determine, within the limits of the express provisions of the Plan, the individuals to whom awards will be granted, the nature, amount and terms of such awards and the objectives and conditions for earning such awards. The Board may at any time amend or terminate the Plan, provided that no such action may be taken that adversely affects any rights or obligations with respect to any awards previously made under the Plan without the consent of the recipient. No awards may be made under the Plan after the tenth anniversary of its effective date.
+ 
+Awards under the Plan may include incentive stock options, nonqualified stock options, stock appreciation rights ( SARs ), restricted shares of common stock, restricted stock units, performance share or unit awards, stock bonuses and other stock-based awards and cash-based incentive awards.
+ 
+ 
+70
+
+Table of Contents
+ 
+Stock Options. The Plan administrator may grant to a participant options to purchase our common stock that qualify as incentive stock options for purposes of Section 422 of the Internal Revenue Code ( incentive stock options ), options that do not qualify as incentive stock options ( non-qualified stock options ) or a combination thereof. The terms and conditions of stock option grants, including the quantity, price, vesting periods, and other conditions on exercise will be determined by the Plan administrator. The exercise price for stock options will be determined by the Plan administrator in its discretion, but non-qualified stock options and incentive stock options may not be less than 100% of the fair market value of one share of our company s common stock on the date when the stock option is granted. Additionally, in the case of incentive stock options granted to a holder of more than 10% of the total combined voting power of all classes of our stock on the date of grant, the exercise price may not be less than 110% of the fair market value of one share of common stock on the date the stock option is granted. Stock options must be exercised within a period fixed by the Plan administrator that may not exceed ten years from the date of grant, except that in the case of incentive stock options granted to a holder of more than 10% of the total combined voting power of all classes of our stock on the date of grant, the exercise period may not exceed five years. At the Plan administrator s discretion, payment for shares of common stock on the exercise of stock options may be made in cash, shares of our common stock held by the participant or in any other form of consideration acceptable to the Plan administrator (including one or more forms of cashless or net exercise).
+ 
+Stock Appreciation Rights. The Plan administrator may grant to a participant an award of SARs, which entitles the participant to receive, upon its exercise, a payment equal to (i) the excess of the fair market value of a share of common stock on the exercise date over the SAR exercise price, times (ii) the number of shares of common stock with respect to which the SAR is exercised. The exercise price for a SAR will be determined by the Plan administrator in its discretion; provided, however, that in no event shall the exercise price be less than the fair market value of our common stock on the date of grant.
+ 
+Restricted Shares and Restricted Units. The Plan administrator may award to a participant shares of common stock subject to specified restrictions ( restricted shares ). Restricted shares are subject to forfeiture if the participant does not meet certain conditions such as continued employment over a specified forfeiture period and/or the attainment of specified performance targets over the forfeiture period. The Plan administrator also may award to a participant units representing the right to receive shares of common stock in the future subject to the achievement of one or more goals relating to the completion of service by the participant and/or the achievement of performance or other objectives ( restricted units ). The terms and conditions of restricted share and restricted unit awards are determined by the Plan administrator.
+ 
+Stock Bonuses. Stock bonuses may be granted as additional compensation for service or performance, and may be settled in the form of common stock, cash or a combination thereof, and may be subject to restrictions, which may vest subject to continued service and/or the achievement of performance conditions.
+ 
+Performance Awards. The Plan administrator may grant performance awards to participants under such terms and conditions as the Plan administrator deems appropriate. A performance award entitles a participant to receive a payment from us, the amount of which is based upon the attainment of predetermined performance targets over a specified award period. Performance awards may be paid in cash, shares of common stock or a combination thereof, as determined by the Plan administrator.
+ 
+Other Stock-Based Awards. The Plan administrator may grant equity-based or equity-related awards, referred to as other stock-based awards, other than options, SARs, restricted shares, restricted units, or performance awards. The terms and conditions of each other stock-based award will be determined by the Plan administrator. Payment under any other stock-based awards will be made in common stock or cash, as determined by the Plan administrator.
+ 
+Cash-Based Awards. The Plan administrator may grant cash-based incentive compensation awards, which would include performance-based annual cash incentive compensation to be paid to covered employees subject to Section 162(m) of the Code. The terms and conditions of each cash-based award will be determined by the Plan administrator.
+ 
+ 
+71
+
+Table of Contents
+ 
+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
+ 
+Policies and Procedures for Transactions with Related Parties
+ 
+Our Board has approved policies and procedures with respect to the review and approval of certain transactions between us and Related Parties (as defined below), which we refer to as our Related-Party Transaction Policy. The following is a summary of material provisions of our Related-Party Transaction Policy. Pursuant to the terms of our Related-Party Transaction Policy, any Related-Party Transaction (as defined below) will be required to be reported to the chair of the audit committee of our Board. The audit committee will then be required to review and decide whether to approve any such Related-Party Transaction.
+ 
+For the purposes of our Related-Party Transaction Policy, a Related-Party Transaction is defined as a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we (including any of our subsidiaries) were, are or will be a participant and the amount involved exceeds $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any Related Party had, has or will have a direct or indirect interest.
+ 
+For the purposes of our Related-Party Transaction Policy, a Related Party is defined as: any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer or a nominee to become a director; any person who is known to be the beneficial owner of more than five percent of our common stock; any immediate family member of any of the foregoing persons, including any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, and any person (other than a tenant or employee) sharing the household of any of the foregoing persons; and any firm, corporation or other entity in which any of the foregoing persons is a general partner or, for other ownership interests, a limited partner or other owner in which such person has a beneficial ownership interest of 10% or more.
+ 
+Transactions with Related Parties
+ 
+Below we describe transactions and any series of related transactions to which we were a party, or may be a party, and which we have entered into since December 31, 2018, or is currently proposed, in which the amounts involved exceeds or will exceed the lesser of $120,000 or 1% of the average of our total assets as of the end of the last two completed fiscal years and any of our directors, executive officers or holders of more than five percent of our capital stock, or an affiliate or immediate family member or such persons, had or will have a direct or indirect material interest. 
+ 
+During fiscal 2017 and 2018, BTND Trading, LLC., an affiliate of the Company by virtue of common ownership, loaned the Company funds for working capital. At June 28, 2020, the Company owed $207,729 to BTND Trading at 8% annual interest. In August 2020, the amount due to BTND Trading was repaid in full.
+ 
+Gary Copperud has personally guaranteed each of the promissory notes evidencing loans on the real properties owned by the Company.
+ 
+The Company paid the salary and benefits of the Company s controller based in Fargo, North Dakota. The controller retired in February 2020 and the Company anticipates hiring a replacement following this offering. The Company pays monthly rent for the office space of $500 per month. From time-to-time, the Company s controller has provided limited bookkeeping and administrative assistance for entities that are controlled by shareholders of the Company. These are minimal services for which the Company has not been compensated.
+ 
+During August and October 2019, the Company entered into three Convertible Promissory Note C and Class A Warrant Purchase Agreements with Next Gen Ice, Inc. ( NGI ), a provider of automated ice delivery systems to convenience stores and other markets, pursuant to which it purchased three convertible promissory notes totaling the principal amount of $179,000 (the NGI Notes ). Gary Copperud, our chief executive officer and a member of our board of directors, is a founder and member of the board of directors of NGI. Through affiliated entities controlled by Mr. Copperud, Mr. Copperud controls in excess of 50% of the outstanding stock of NGI and serves as Chairman of its board of directors. Originally, the NGI Notes were either (i) payable on March 2, 2020 with interest accrued at 14% per year, or (ii) convertible, at the option of the Company, into shares of NGI preferred stock in a qualified financing as defined in the notes. The NGI Notes were repaid in full including accrued interest in August 2020 following a March 3, 2020, Loan Modification and Extension Agreement pursuant to which the Company agreed to extend the maturity date of the NGI Notes to August 31, 2020. In consideration of the extension of the term of the NGI Notes: (i) NGI granted to the Company a security interest in all of NGI s assets, (ii) NGI issued to the Company a warrant entitling it to purchase 179,000 shares of common stock of NGI at a price of $1.00 per share at any time through March 31, 2023, and (iii) the founders of NGI, of which Mr. Copperud is one, agreed to transfer to the Company 179,000 shares of NGI common stock.
+ 
+ 
+72
+
+Table of Contents
+ 
+SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
+ 
+The following table sets forth the number of shares of and percent of the Company s common stock beneficially owned as of November 8, 2021, by (i) each person (or group of affiliated persons) who is known by us to own more than five percent (5%) of the outstanding shares of our Common Stock, (ii) each director, executive officer and director nominee, and (iii) all of our directors, executive officers and director nominees as a group, immediately prior to this offering, and immediately after the closing of this offering, as adjusted to reflect the assumed sale of the units but without giving effect to the exercise of the warrants forming part of the units or the representative warrants or the exercise of the underwriters over-allotment option. The percentage of shares beneficially owned before the offering is computed based on 4,047,502 shares of our common stock outstanding as of November 8, 2021. The percentage of beneficial ownership after this offering assumes the sale and issuance of 2,000,000 units in this offering (based on an assumed public offering price of $5.00 per unit, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus) and 6,047,502 shares of common stock outstanding.
+ 
+We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to such securities. In addition, pursuant to such rules, we deemed outstanding shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of November 8, 2021. We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the beneficial owners named in the table below have sole voting and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property laws. The inclusion in the table below of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.
+ 
+Unless otherwise indicated, the address of each person listed below is c/o the Company, 405 Main Avenue West, Suite 2D, West Fargo, ND 58078.
+ 
+ 
+ 
+Beneficial Ownership
+Prior to Offering
+ 
+ 
+Beneficial Ownership
+After the Offering
+ 
+
+Name of Beneficial Owner Officers and Directors
+ 
+Number of Shares
+ 
+ 
+Percentage
+ 
+ 
+Number of Shares
+ 
+ 
+Percentage
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Gary Copperud (1)(2)
+ 
+ 
+1,088,340 
+ 
+ 
+26.89% 
+ 
+1,088,340 
+ 
+ 
+17.91%
+Kenneth Brimmer (3)
+ 
+ 
+80,000 
+ 
+ 
+1.98% 
+ 
+80,000 
+ 
+ 
+1.32%
+Jeffrey A. Zinnecker 
+ 
+ 
+758,540 
+ 
+ 
+18.74% 
+ 
+758,540 
+ 
+ 
+12.54%
+Allan Anderson (4)(7)
+ 
+ 
+5,000 
+ 
+*
+ 
+ 
+ 
+5,000 
+ 
+*
+ 
+
+Terri Tochihara-Dirks (4)(7)
+ 
+ 
+5,000 
+ 
+*
+ 
+ 
+ 
+5,000 
+ 
+*
+ 
+
+Steven W. Schussler (4)(7)
+ 
+ 
+5,000 
+ 
+*
+ 
+ 
+ 
+5,000 
+ 
+*
+ 
+
+Total for all Officers and Directors (including Director designees)
+ 
+ 
+1,941,880 
+ 
+ 
+47.86% 
+ 
+1,941,880 
+ 
+ 
+32.06%
+5% Stockholders
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Sally Copperud (1)
+ 
+ 
+758,540 
+ 
+ 
+18.74% 
+ 
+758,540 
+ 
+ 
+12.54%
+Samuel Vandeputte
+ 
+ 
+346,290 
+ 
+ 
+8.56% 
+ 
+346,290 
+ 
+ 
+5.72%
+Trost Family Trust
+ 
+ 
+346,290 
+ 
+ 
+8.56% 
+ 
+346,290 
+ 
+ 
+5.72%
+Maxim Partners, LLC (5)(6)
+ 
+ 
+314,578 
+ 
+ 
+7.75% 
+ 
+314,578 
+ 
+ 
+5.20%
+ __________ 
+* Less than 1%.
+ 
+ 
+73
+
+Table of Contents
+ 
+(1)
+Gary Copperud and Sally Copperud are husband and wife. Each such person disclaims beneficial ownership of the other s shares of common stock. 
+
+(2)
+Includes 164,900 shares of common stock beneficially owned by the Katelyn J. Copperud Trust and 164,900 shares of common stock beneficially owned by the Blake W. Copperud Trust, for which trusts Mr. Copperud is the sole trustee.
+
+(3)
+Represents shares of common stock owned by Brimmer Company, LLC, an affiliate of Mr. Brimmer, an officer and director of our Company.
+
+(4)
+Represents options to purchase shares of our common stock.
+
+(5)
+The address of this stockholder is 300 Park Avenue New York, New York 10022. 
+
+(6)
+Includes 300,000 shares of common stock which were acquired by Maxim Partners upon the organization of the Company, and 14,578 shares of common stock issuable upon exercise of a Placement Agent Warrant at a price of $3.30 per share.
+
+(7)
+Such person is a director designee who will be seated upon the closing of this offering.
+
+ 
+SHARES ELIGIBLE FOR FUTURE SALE 
+ 
+Prior to this offering, no public market for our common stock existed, and a liquid trading market for our common stock may not develop or be sustained after this offering. Future sales of substantial amounts of our common stock in the public market, or the anticipation of such sales, could adversely affect prevailing market prices of our common stock from time to time and could impair our future ability to raise equity capital in the future. Furthermore, because only a limited number of shares of our common stock will be available for sale shortly after this offering due to certain contractual and legal restrictions on resale described below, sales of substantial amounts of our common stock in the public market after such restrictions lapse, or the anticipation of such sales, could adversely affect the prevailing market price of our common stock and our ability to raise equity capital in the future.
+ 
+Prior to the completion of this offering, there were 4,047,502 shares of common stock outstanding and warrants exercisable for 118,902 shares of common stock. Of the 4,047,502 shares of common stock outstanding, 674,003 shares and warrants exercisable for 118,904 shares of common stock previously were registered for resale under the Securities Act. 
+ 
+Upon the completion of this offering, we will have a total of 6,047,502 shares of common stock outstanding based upon 4,047,502 shares outstanding and the sale of 2,000,000 shares of common stock included in the units and assuming no exercise by the underwriters of the over-allotment option to purchase additional units, and no exercise or conversion of outstanding options, warrants, or other securities convertible into or exchangeable for shares of our common stock (including the warrants sold in this offering). Of such outstanding shares:
+ 
+ 
+ 
+all of the shares of common stock sold in this offering, as well as shares of common stock issued upon exercise of the warrants and the warrants issued to the Representatives, will be freely tradable, except that any shares purchased in this offering by our affiliates, as that term is defined in Rule 144 under the Securities Act, would only be able to be sold in compliance with the Rule 144 limitations described below; and
+
+ 
+ 
+ 
+
+ 
+ 
+of the 4,047,502 shares outstanding prior to this offering, 3,788,002 shares will be subject to the lock-up agreements described below, of which 110,003 shares are held by non-affiliates of the Company and may be sold immediately upon the expiration of the lock-up agreements, and 3,677,999 shares which are held by affiliates of the Company and subject to sale in compliance with the Rule 144.
+
+ 
+Sales of substantial amounts of common stock, including shares issued upon the exercise of outstanding options, and warrants, in the public market, or the perception that such sales could occur, could materially and adversely affect the market price of our common stock and could impair our future ability to raise capital through the sale of our equity or equity-related securities at a time and price that we deem appropriate. See Risk Factors Sales of a substantial number of shares of our common stock following this offering may adversely affect the market price of our common stock and the issuance of additional shares will dilute all other stockholders. 
+ 
+Lock-Up Agreements
+ 
+We and our directors, officers and certain holders who own in the aggregate in excess of 93.6% of the outstanding shares of common stock as of the effective date of the registration statement related to this offering (and all holders of securities exercisable for or convertible into shares of common stock) will enter into customary lock-up agreements pursuant to which such persons and entities will agree not to offer, issue, sell, contract to sell, pledge, encumber, grant any option for the sale of or otherwise dispose of any of our securities for a period of 180 days after the date of this prospectus. The Representatives may, in their discretion, release any of the securities subject to these lock-up agreements at any time. Please see Underwriting Lock-Up Agreements for a discussion of the terms of these agreements.
+ 
+ 
+74
+
+Table of Contents
+ 
+Rule 144
+ 
+In general, under Rule 144 as currently in effect, a person (or persons whose shares are required to be aggregated) who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person is entitled to sell those shares without complying with any of the requirements of Rule 144.
+ 
+In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the lock-up agreements described above, within any three-month period, a number of shares that does not exceed the greater of:
+ 
+ 
+ 
+1% of the number of the shares of common stock then outstanding, which will equal approximately 60,475 shares, based on the number of shares of our common stock outstanding upon completion of this offering (based on an assumed public offering price of $5.00 per unit, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus); or
+
+ 
+ 
+ 
+
+ 
+ 
+The average weekly trading volume of the shares of common stock on NASDAQ during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.
+
+ 
+Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.
+ 
+ 
+75
+
+Table of Contents
+ 
+DESCRIPTION OF SECURITIES
+ 
+General
+ 
+Our articles of incorporation authorize the issuance of up to 50,000,000 shares of common stock, par value of $0.002 per share, and 2,000,000 shares of preferred stock, par value of $0.001 per share.
+ 
+As of November 8, 2021, there were:
+ 
+ 
+ 
+4,047,502 shares of our common stock outstanding; and
+
+ 
+ 
+no shares of our preferred stock designated or outstanding.
+
+ 
+Common Stock
+ 
+The holders of shares of our common stock are entitled to one vote per share. In addition, the holders of our common stock will be entitled to receive ratably such dividends, if any, as may be declared by our board of directors out of legally available funds; however, the current policy of our board of directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of our common stock will be entitled to share ratably in all assets that are legally available for distribution. The holders of our common stock will have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of our board of directors and issued in the future.
+ 
+Preferred Stock
+ 
+Our articles of incorporation authorize our board of directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time one or more classes or series of preferred stock. Each class or series of preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the board of directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders.
+ 
+Preferred stock could be issued quickly with terms calculated to delay or prevent a change in control of us or make it more difficult to remove our management. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of our common stock.
+ 
+ 
+76
+
+Table of Contents
+ 
+Description of Securities in this Offering
+ 
+Units
+ 
+Each unit consists of one share of common stock, par value $0.002 per share, and one warrant to purchase one share of our common stock, each as described further below. No units will actually be issued in this offering and the common stock and warrants will be immediately separable and will be issued separately.
+ 
+Warrants
+ 
+In connection with the purchase of each unit, each investor will receive one share of common stock and one warrant. Accordingly, upon completion of this offering based on the assumed offering price, we expect to have 2,000,000 warrants (the public warrants ) outstanding (assuming no exercise of the underwriters over-allotment). Each public warrant is exercisable for one share of common stock at an exercise price of 110% of the public offering price of each unit sold in the offering (which would be $5.50 based on an assumed initial offering price of $5.00 per unit, the mid-point of the anticipated price range set forth on the cover page of this prospectus), subject to adjustment, and is exercisable for a period of five years from the initial exercise date.
+ 
+Commencing six (6) months following the issuance date, we may call the public warrants for redemption:
+ 
+ 
+ 
+in whole and not in part;
+
+ 
+ 
+ 
+
+ 
+ 
+at a price of $0.01 per warrant;
+
+ 
+ 
+ 
+
+ 
+ 
+upon not less than 30 days prior written notice of redemption to the warrant holders; and
+
+ 
+ 
+ 
+
+ 
+ 
+if, and only if, the reported last sale price of the common stock equals or exceeds $8.25, or 150% of the assumed warrant exercise price for any 20 consecutive trading days ending on the third trading day prior to the date we send the notice of redemption to the warrant holders.
+
+ 
+If and when the public warrants become redeemable by us, we may exercise our redemption right even if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws and we are unable to effect such registration or qualification, subject to our obligation in such case to use our best efforts to register or qualify the shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were initially offered by us in this offering.
+ 
+We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the public warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the common stock may fall below the redemption trigger price as well as the warrant exercise price after the redemption notice is issued.
+ 
+If we call the public warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the fair market value (defined below) over the exercise price of the warrant by (y) the fair market value. The fair market value shall mean the volume weighted average trading price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of common stock to be received upon exercise of the warrants, including the fair market value in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. 
+ 
+The number of public warrants outstanding, and the exercise price of those warrants, will be adjusted proportionately in the event of a reverse or forward stock split of our common stock, a recapitalization or reclassification of our common stock, payment of dividends or distributions in common stock to our common stockholders, or similar transactions. In the event that the Company effects a rights offering to its common stock holders or a pro rata distribution of its assets among its common stock holders, then the holder of the warrants will have the right to participate in such distribution and rights offering to the extent of their pro rata share of the Company s outstanding common stock assuming they owned the number of shares of common stock issuable upon the exercise of their warrants. In the event of a Fundamental Transaction by the Company, such as a merger or consolidation of it with another company, the sale or other disposition of all or substantially all of the Company s assets in one or a series of related transactions, a purchase offer, tender offer or exchange offer, or any reclassification, reorganization or recapitalization of the Company s common stock, then the warrant holder will have the right to receive, for each share of common stock issuable upon the exercise of the warrant, at the option of the holder, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration payable as a result of the Fundamental Transaction, that would have been issued or conveyed to the warrant holder had the holder exercised the warrant immediately preceding the closing of the Fundamental Transaction. In lieu of receiving such common stock and additional consideration in the Fundamental Transaction, the warrant holder may elect to have the Company or the successor entity purchase the warrant holder s warrant for its fair market value.
+ 
+ 
+77
+
+Table of Contents
+ 
+The Company will promptly notify the warrant holders in writing of any adjustment to the exercise price or to the number of the outstanding warrants, declaration of a dividend or other distribution, a special non-recurring cash dividend on or a redemption of the common stock, the authorization of a rights offering, the approval of the stock holders required for any proposed reclassification of the common stock, a consolidation or merger by the Company, sale of all or substantially all of the assets of the Company, any compulsory share exchange, or the authorization of any voluntary or involuntary dissolution, liquidation, or winding up of the Company.
+ 
+The public warrants will be issued in registered form, in each case pursuant to a Warrant Agent Agreement between the transfer agent and registrar, as warrant agent, and us. You should review a copy of the Warrant Agent Agreement, which has been filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the public warrants.
+ 
+The warrants may be exercised upon surrender of the warrant certificate on or before its expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to our Company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. Warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round to the nearest whole number the number of shares of common stock to be issued to the warrant holder.
+ 
+No warrants will be exercisable and we will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the common stock issuable upon exercise of the warrants is current and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. In addition, holders of the warrants are not entitled to net cash settlement and the warrants may only be settled by delivery of shares of our common stock and not cash. Under the terms of the warrant agent agreement, we have agreed to use commercially reasonable efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so and, if we do not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.
+ 
+Representative Warrants Issued in this Offering
+ 
+In connection with this offering, we have agreed to issue to the Representatives, or their permitted designees, warrants to purchase up to an aggregate of 160,000 shares of common stock, or 8% of the aggregate number of shares of common stock sold in this offering (assuming the sale of 2,000,000 units in this offering based on an assumed initial offering price of $5.00 per unit, the mid-point of the anticipated price range set forth on the cover page of this prospectus) (the representative warrants ). The representative warrants will be exercisable at any time, and from time to time, in whole or in part, during the five-year period commencing 180 days from the effective date of the registration statement of which this prospectus is a part. The warrants are exercisable for cash or on a cashless basis at an exercise price equal to 110% of the public offering price of each unit sold in this offering (which would be $5.50 based on an assumed initial offering price of $5.00 per unit, the mid-point of the anticipated price range set forth on the cover page of this prospectus), subject to adjustment. The representative warrants and the shares of common stock underlying the representative warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA. The Representatives (or permitted assignees under Rule 5110(e)(1)) will not sell, transfer, assign, pledge, or hypothecate the representative warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the representative warrants or the underlying securities for a period of 180 days from the effective date of the registration statement of which this prospectus is a part, except to any FINRA member participating in the offering and their bona fide officers, managers or members. The representative warrants will provide for adjustment in the number and exercise price of such warrants (and the shares of common stock underlying such warrants) to prevent dilution in the event of a forward or reverse stock split, stock dividend or similar recapitalization or future financing undertaken by the Company.
+ 
+Outstanding Warrants to Purchase our Common Stock
+ 
+In 2018, we conducted a private placement (the 2018 Private Placement ) in which we sold and issued an aggregate of 102,503 warrants to investors in the offering. Each warrant entitles the registered holder to purchase one share of our common stock at an initial exercise price equal to $4.00 per share, subject to adjustment as discussed below, at any time through July 31, 2023, five years from the closing of the 2018 Private Offering. If all of the warrants were exercised for cash, we would receive proceeds of $410,012; however, because we did not have a registration statement covering the shares of common stock issuable upon exercise of the warrants effective under federal securities laws as required by the such warrants, the warrants became exercisable on a cashless basis in the discretion of the holders of such warrants. We cannot predict whether the warrants will be exercised for cash or on a cashless basis, if they are exercised at all.
+ 
+The warrants are redeemable by the Company at a price of $0.02 per warrant at any time if the closing price of the common stock on either the over-the-counter market or the national securities exchange on which our common stock may be listed equals or exceeds $8.00 per share for at least fifteen trading days over a thirty-day period. A written notice of such redemption must be delivered to warrant holders at least thirty days prior to the redemption.
+ 
+The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock split or stock dividend, or our recapitalization, reorganization, merger or consolidation. In addition, if the Company sells equity securities or equivalents at an issuance price of less than $3.00 per share, in which case the exercise price of the warrants automatically will be reduced as provided in the warrant. 
+ 
+The foregoing summary of the material provisions of the warrants is qualified in its entirety by the provisions of the warrant, the form of which has been filed as an exhibit to this registration statement.
+ 
+ 
+78
+
+Table of Contents
+ 
+Placement Agent Warrants Issued in 2018 Private Offering
+ 
+In connection with the 2018 Private Placement, we issued to Maxim Group LLC, for its role as the placement agent, and one of its permitted designees warrants (the Placement Agent Warrants ) entitling them to purchase up to an aggregate of 16,401 shares of common stock, or 8% of the aggregate number of securities issued in connection with the 2018 Private Placement, which are exercisable at a price of $3.30 per share (110% of the price at which the common stock was sold to purchasers in the 2018 Private Placement), and granted to such parties registration rights with respect to such shares. Maxim Group LLC is serving as a representative of the underwriters of this offering.
+ 
+The Placement Agent Warrants became exercisable on October 1, 2018 and expire on July 31, 2023. The Placement Agent Warrants are exercisable at a price per share equal to $3.30, which is subject to adjustment upon (i) any forward or reverse split of our common stock or (ii) the payment of a dividend in shares of common stock. Further, in case of any change in the common stock through merger, consolidation, reclassification, reorganization, partial or complete liquidation, purchase of all or substantially all the assets of the Company, or other change in the capital structure of the Company, the holders of the Placement Agent Warrants will have the right to receive upon the exercise of the Placement Agent Warrants the kind and amount of shares of stock or other securities or property to which the holder of such warrant would have been entitled if it had held shares of common stock on the date of such event. The Placement Agent Warrants automatically became subject to cashless exercise by their holders because we did not have a registration statement covering the shares of common stock issuable upon exercise of the Placement Agent Warrants effective under federal securities laws by February 26, 2019.
+ 
+The Placement Agent Warrants are not redeemable by the Company.
+ 
+The foregoing summary of the material provisions of the Placement Agent Warrants is qualified in its entirety by the provisions of the Placement Agent Warrant, the form of which has been filed as an exhibit to this registration statement.
+ 
+Other Convertible Securities
+ 
+As of November 8, 2021, in addition to the securities described above, there are options outstanding to purchase up to 15,000 shares of common stock under the 2019 Incentive Plan.
+ 
+Anti-Takeover Effects of Wyoming Law and Our Articles of incorporation and Bylaws
+ 
+The provisions of Wyoming law, our articles of incorporation and our bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our Company. These provisions, which are summarized below, may have the effect of discouraging takeover bids. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.
+ 
+ 
+79
+
+Table of Contents
+ 
+Articles of Incorporation and Bylaw Provisions
+ 
+Our articles of incorporation and our bylaws include several provisions that could deter hostile takeovers or delay or prevent changes in control of our management team, including the following:
+ 
+ 
+ 
+Board of directors vacancies. Our articles of incorporation and bylaws authorize only our board of directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our board of directors is permitted to be set only by a resolution adopted by our board of directors. These provisions prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity of management. 
+
+ 
+ 
+ 
+
+ 
+ 
+Special meeting of stockholders. Our bylaws provide that special meetings of our stockholders may be called only by our board of directors, the Chairman of our board of directors, our Chief Executive Officer or our President, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors. 
+
+ 
+ 
+ 
+
+ 
+ 
+Advance notice requirements for stockholder proposals and director nominations. Our bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our bylaws also specify certain requirements regarding the form and content of a stockholder's notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of our company.
+
+ 
+ 
+ 
+
+ 
+ 
+No cumulative voting. The Wyoming Business Corporation Act provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless a corporation's articles of incorporation provide otherwise. Our articles of incorporation do not provide for cumulative voting. 
+
+ 
+ 
+ 
+
+ 
+ 
+Issuance of undesignated preferred stock. Our board of directors has the authority, without further action by the stockholders, to issue up to 2,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock would enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other means.
+
+ 
+Limitations of Liability and Indemnification Matters
+ 
+For a discussion of liability and indemnification, please see the section titled Management Limitation of Liability and Indemnification. 
+ 
+ 
+80
+
+Table of Contents
+ 
+UNDERWRITING
+ 
+We are offering the units described in this prospectus through the underwriters named below. We have entered into an underwriting agreement with Maxim Group LLC ( Maxim ) and Joseph Gunnar & Co., LLC, as the representatives of the several underwriters named below (the Representatives ), with respect to the units subject to this offering. Subject to the terms and conditions of the underwriting agreement, we will have agreed to sell to the underwriters, and the underwriters will have severally agreed to purchase, at the public offering price less the underwriting discounts set forth on the cover page of this prospectus, the number of units listed next to its name in the following table:
+ 
+Name of Underwriter
+ 
+Number of
+Units
+ 
+
+Maxim Group LLC
+ 
+ 
+ 
+
+Joseph Gunnar & Co. LLC
+ 
+ 
+ 
+
+Total
+ 
+ 
+2,000,000 
+
+ 
+The underwriters are committed to purchase all the units offered by us if they buy any of them. However, the underwriters are not obligated to purchase the shares and warrants covered by the underwriters over-allotment option described below. The underwriters are offering the units, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part. 
+ 
+We have been advised by the Representatives that the underwriters intend to make a market in our shares of common stock and warrants but that they are not obligated to do so and may discontinue making a market at any time without notice.
+ 
+In connection with this offering, certain of the underwriters or securities dealers may distribute prospectuses electronically.
+ 
+Over-Allotment Option
+ 
+We have granted the underwriters an over-allotment option. This option, which is exercisable for up to 45 days after the date of this prospectus, permits the underwriters to purchase up to an additional 300,000 shares of our common stock and warrants to purchase up to 300,000 shares of our common stock (equal to 15% of the number of shares of common stock and warrants underlying the units sold in this offering) from us, to cover over-allotments, if any. If the underwriters exercise all or part of this option, they will purchase shares and warrants covered by the option at the public offering price, less the underwriting discounts and commissions payable by us, in any combination solely to cover over-allotments, if any. If any additional shares of common stock and warrants are purchased, the underwriters will offer these shares of common stock and warrants on the same terms as those on which the other securities are being offered in this offering.
+ 
+Discounts and Expenses
+ 
+Units sold by the underwriters to the public will initially be offered at the initial offering price set forth on the cover of this prospectus. Any units sold by the underwriters to securities dealers may be sold at a discount of up to $0.40 per unit from the public offering price. The underwriters may offer the units through one or more of their affiliates or selling agents. If all the units are not sold at the public offering price, the Representatives may change the offering price and the other selling terms. Upon execution of the underwriting agreement, the underwriters will be obligated to purchase the units at the prices and upon the terms stated therein.
+ 
+The underwriting discount is equal to the public offering price per share less the amount paid by the underwriters to us per unit. The underwriting discount was determined through an arms length negotiation between us and the Representatives. We have agreed to sell the units to the underwriters at the offering price of $4.60 per unit, which represents the assumed initial offering price of $5.00 per unit, the mid-point of the price range set forth on the cover page of this prospectus, less an 8.0% underwriting discount.
+ 
+The following table shows the public offering price, underwriting discounts and commissions and proceeds before expenses to us. The information assumes either no exercise or full exercise of the over-allotment option we granted to the underwriters.
+ 
+ 
+ 
+Per Unit
+ 
+ 
+Total Without
+Over-Allotment
+Option
+ 
+ 
+Total With Full
+Over-Allotment
+Option
+ 
+
+Public offering price
+ 
+$5.00 
+ 
+$10,000,000 
+ 
+$11,500,000 
+
+Underwriting discount
+ 
+$0.40 
+ 
+$800,000 
+ 
+$920,000 
+
+Proceeds, before expenses, to us
+ 
+$4.60 
+ 
+$9,200,000 
+ 
+$10,580,000 
+
+ 
+ 
+81
+
+Table of Contents
+ 
+We have agreed to pay the Representatives expenses relating to the offering, irrespective of whether the offering is consummated, including (a) all filing fees and communication expenses relating to the registration of the units to be sold in the offering (including the over-allotment option) with the SEC and the filing of the offering materials with FINRA; (b) all fees and expenses relating to the listing of our common stock and warrants on such stock exchange as the Company and the Representatives together determine; (c) all reasonable fees, expenses and disbursements relating to background checks of the Company s officers and directors; (d) all fees, expenses and disbursements relating to the registration or qualification of such securities under the blue sky securities laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the fees and disbursements of the Representatives counsel for such counsel s participation in the blue sky and stock exchange listing process); (e) the costs of all mailing and printing of the underwriting documents, registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representatives may reasonably deem necessary; (f) the costs and expenses of a public relations firm; (g) the costs of preparing, printing and delivering certificates representing such units; (h) fees and expenses of the transfer agent and warrant agent for our common stock and warrants; (i) stock transfer taxes, if any, payable upon the transfer of securities from the Company to the Representatives; (j) the fees and expenses of the Company s accountants; and (k) the fees and expenses of the Representatives legal counsel not to exceed $125,000.
+ 
+We estimate that the total expenses of the offering payable by us, excluding the total underwriting discount and non-accountable expense allowance, will be approximately $325,000.
+ 
+Representative Warrants
+ 
+We have agreed to issue to the Representatives (or their permitted assignees) warrants to purchase a number of our shares of common stock equal to eight percent (8%) of the shares of common stock sold in this offering (the representative warrants ). The representative warrants will be exercisable at any time, and from time to time, in whole or in part, during the five-year period commencing 180 days from the effective date of the registration statement of which this prospectus is a part. The warrants are exercisable for cash or on a cashless basis at an exercise price equal to 110% of the public offering price per unit in the offering (which would be $5.50 based on an assumed initial offering price of $5.00 per unit, the mid-point of the anticipated price range set forth on the cover page of this prospectus). The representative warrants and the shares of common stock underlying the warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA. The Representatives (or permitted assignees under Rule 5110(e)(1)) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from the effective date of the registration statement of which this prospectus is a part, except to any FINRA member participating in the offering and their bona fide officers, managers or members. The representative warrants will provide for adjustment in the number and price of such warrants (and the shares of common stock underlying such warrants) to prevent dilution in the event of a forward or reverse stock split, stock dividend or similar recapitalization or future financing undertaken by the Company. We have agreed to a one-time demand registration of the common stock underlying the representative s warrants at our expense and an additional demand registration at the holders expense for a period of five years from the effective date of the registration statement of which this prospectus is a part. The representative s warrants also provide for unlimited piggyback registration rights at our expense with respect to the underlying common stock during the five-year period commencing from the effective date of the registration statement of which this prospectus is a part. 
+ 
+Lock-Up Agreements
+ 
+Pursuant to lock-up agreements, we and our directors, officers and certain holders who own in the aggregate in excess of 93.6% of the outstanding shares of common stock as of the effective date of the registration statement related to this offering (and all holders of securities exercisable for or convertible into shares of common stock) shall enter into customary lock-up agreements in favor of the Representatives pursuant to which such persons and entities shall agree, for a period of 180 days from the date of this prospectus, without the prior written consent of the Representatives, not to, directly or indirectly, offer, issue, sell, contract to sell, pledge, encumber, grant any option for the sale of or otherwise transfer or dispose of (or enter into any transaction that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any of our securities, or enter into any swap, derivative or other transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such securities, including the issuance of shares of common stock upon the exercise of currently outstanding convertible securities, or publicly disclose the intention to do any of the foregoing, subject to customary exceptions.
+ 
+Indemnification
+ 
+We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make for these liabilities.
+ 
+ 
+82
+
+Table of Contents
+ 
+Right of First Refusal
+ 
+We have also agreed that if the units are sold in accordance with the terms of this prospectus, for a period of eighteen (18) months from the closing of the offering, Maxim shall have a right of first refusal to act as a sole lead manager, underwriter and/or placement agent for any and all future public and private equity and debt (excluding commercial bank debt) offerings during such eighteen (18) month period made by the Company, or any successor to or any subsidiary of the Company.
+ 
+In addition, if, within twelve (12) months following the closing of the offering, we complete any financing of equity, equity-linked or debt or other capital raising activity (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced to us by the Representatives in connection with this offering, then we will pay the Representatives upon the closing of such financing the compensation equivalent to that received by the Representatives in this offering.
+ 
+Other Relationships
+ 
+Maxim Partners, LLC ( Maxim Partners ), an affiliate of Maxim, a representative of the underwriters of this offering, was a founder of our Company in 2018 and purchased 400,000 shares of our common stock, of which it subsequently transferred 100,000 such shares to a registered representative employed by Maxim. In addition, a former registered representative of Maxim acquired 50,000 shares of common stock upon the founding of our Company. 
+ 
+Maxim served as the placement agent for the 2018 Private Placement. In consideration for its services, we (i) paid to Maxim a cash fee of approximately $49,200, equal to 8% of the gross proceeds we received from the offering; (ii) we issued to Maxim and a permitted designee of Maxim certain warrants (the Placement Agent Warrants ) to purchase up to an aggregate of 16,401 shares of common stock, or 8% of the aggregate number of securities issued in connection with the 2018 Private Placement; (iii) granted to Maxim and its designee registration rights with respect to all the shares of common stock issuable upon exercise of the Placement Agent Warrants; and (iv) paid certain expenses incurred by Maxim in connection with serving as the placement agent in the amount of $40,000. Maxim subsequently transferred 1,822 Placement Agent Warrants to one of its former registered representatives. Please see the section entitled Description of Securities - Placement Agent Warrants Issued in 2018 Private Offering for a discussion of the Placement Agent Warrants we issued in the 2018 Private Placement.
+ 
+Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
+ 
+No Public Market
+ 
+Prior to this offering, there has not been a public market for our securities in the U.S. and the public offering price for our securities will be determined through negotiations between us and the underwriters. Among the factors to be considered in these negotiations will be prevailing market conditions, our financial information, market valuations of other companies that we and the underwriters believe to be comparable to us, estimates of our business potential, the present state of our development and other factors deemed relevant.
+ 
+We offer no assurances that the initial public offering price will correspond to the price at which our securities will trade in the public market subsequent to this offering or that an active trading market for our securities will develop and continue after this offering.
+ 
+Listing
+ 
+In connection with this offering, we have applied to have our common stock and warrants listed on NASDAQ under the symbols BTBD and BTBDW, respectively. There is no assurance, however, that our common stock or warrants will ever be listed on NASDAQ or any other national securities exchange. The approval of our listing on NASDAQ is a condition of closing this offering.
+ 
+Price Stabilization, Short Positions
+ 
+In connection with this offering, the underwriters may engage in activities that stabilize, maintain or otherwise affect the price of our shares of common stock during and after this offering, including:
+ 
+ 
+ 
+stabilizing transactions;
+ 
+ 
+ 
+
+ 
+ 
+short sales;
+ 
+ 
+ 
+
+ 
+ 
+purchases to cover positions created by short sales;
+ 
+ 
+ 
+
+ 
+ 
+imposition of penalty bids; and
+ 
+ 
+ 
+
+ 
+ 
+syndicate covering transactions.
+ 
+ 
+83
+
+Table of Contents
+ 
+Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our shares of common stock while this offering is in progress. Stabilization transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. These transactions may also include making short sales of our shares of common stock, which involve the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering and purchasing shares of common stock on the open market to cover short positions created by short sales. Short sales may be covered short sales, which are short positions in an amount not greater than the underwriters option to purchase additional shares referred to above, or may be naked short sales, which are short positions in excess of that amount.
+ 
+The underwriters may close out any covered short position by either exercising their option, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option.
+ 
+Naked short sales are short sales made in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares of common stock in the open market that could adversely affect investors who purchased in this offering.
+ 
+The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because a Representative has repurchased shares sold by or for the account of that underwriter in stabilizing or short covering transactions.
+ 
+These stabilizing transactions, short sales, purchases to cover positions created by short sales, the imposition of penalty bids and syndicate covering transactions may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result of these activities, the price of our common stock may be higher than the price that otherwise might exist in the open market. The underwriters may carry out these transactions on NASDAQ, in the over-the-counter market or otherwise. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of the shares. Neither we, nor any of the underwriters make any representation that the underwriters will engage in these stabilization transactions or that any transaction, once commenced, will not be discontinued without notice.
+ 
+Determination of Offering Price
+ 
+Prior to this offering, there was no public market for our shares of common stock and warrants. The public offering price will be determined by negotiation among us and the Representatives. The principal factors to be considered in determining the public offering price include:
+ 
+ 
+ 
+the information set forth in this prospectus and otherwise available to the Representatives; 
+
+ 
+ 
+ 
+
+ 
+ 
+our history and prospects and the history and prospects for the industry in which we compete;
+
+ 
+ 
+ 
+
+ 
+ 
+our past and present financial performance;
+ 
+ 
+ 
+
+ 
+ 
+our prospects for future earnings and the present state of our development;
+ 
+ 
+ 
+
+ 
+ 
+the general condition of the securities market at the time of this offering;
+ 
+ 
+ 
+
+ 
+ 
+the recent market prices of, and demand for, publicly traded shares of generally comparable companies; and
+ 
+ 
+ 
+
+ 
+ 
+other factors deemed relevant by the Representatives and us.
+ 
+The estimated public offering price range set forth on the cover page of this preliminary prospectus and throughout this prospectus is subject to change as a result of market conditions and other factors. Neither we nor the underwriters can assure investors that an active trading market will develop for our shares of common stock and warrants or that the shares of common stock and warrants will trade in the public market at or above the public offering price.
+ 
+Affiliations
+ 
+The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriters and their affiliates may from time to time in the future engage with us and perform services for us or in the ordinary course of their business for which they will receive customary fees and expenses. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of ours. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of these securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in these securities and instruments.
+ 
+ 
+84
+
+Table of Contents
+ 
+Electronic Distribution
+ 
+A prospectus in electronic format may be made available on the Internet sites or through other online services maintained by one or more of the underwriters participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations. Other than the prospectus in electronic format, the information on any underwriter s website and any information contained in any other website maintained by an underwriter is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter and should not be relied upon by investors.
+ 
+Selling Restrictions
+ 
+Canada. The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31 103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
+ 
+Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser s province or territory for particulars of these rights or consult with a legal advisor.
+ 
+Pursuant to section 3A.3 of National Instrument 33 105 Underwriting Conflicts (NI 33 105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriters conflicts of interest in connection with this offering.
+ 
+European Economic Area. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State ) an offer to the public of any securities may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any securities may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:
+ 
+ 
+ 
+to any legal entity which is a qualified investor as defined in the Prospectus Directive;
+ 
+ 
+ 
+
+ 
+ 
+to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or
+ 
+ 
+ 
+
+ 
+ 
+in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for the publication by us or any underwriters of a prospectus pursuant to Article 3 of the Prospectus Directive.
+ 
+For the purposes of this provision, the expression an offer to the public in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU.
+ 
+United Kingdom. Each underwriter has represented and agreed that:
+ 
+ 
+ 
+it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the FSMA) received by it in connection with the issue or sale of the securities in circumstances in which Section 21(1) of the FSMA does not apply to us; and
+ 
+ 
+ 
+
+ 
+ 
+it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom.
+ 
+ 
+85
+
+Table of Contents
+ 
+Switzerland. The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (the SIX) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the securities or the offering may be publicly distributed or otherwise made publicly available in Switzerland.
+ 
+Neither this document nor any other offering or marketing material relating to the offering, or the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA). Accordingly, no public distribution, offering or advertising, as defined in CISA, its implementing ordinances and notices, and no distribution to any non-qualified investor, as defined in CISA, its implementing ordinances and notices, shall be undertaken in or from Switzerland, and the investor protection afforded to acquirers of interests in collective investment schemes under CISA does not extend to acquirers of securities.
+ 
+Australia. No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (ASIC), in relation to the offering.
+ 
+This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the Corporations Act) and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
+ 
+Any offer in Australia of the securities may only be made to persons (the Exempt Investors) who are sophisticated investors (within the meaning of section 708(8) of the Corporations Act), professional investors (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the securities without disclosure to investors under Chapter 6D of the Corporations Act.
+ 
+The securities applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions.
+ 
+This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.
+ 
+Notice to Prospective Investors in the Cayman Islands. No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities.
+ 
+Taiwan. The securities have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the securities in Taiwan.
+ 
+Notice to Prospective Investors in Hong Kong. The contents of this prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Please note that (i) our shares may not be offered or sold in Hong Kong, by means of this prospectus or any document other than to professional investors within the meaning of Part I of Schedule 1 of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) (SFO) and any rules made thereunder, or in other circumstances which do not result in the document being a prospectus within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong) (CO) or which do not constitute an offer or invitation to the public for the purpose of the CO or the SFO, and (ii) no advertisement, invitation or document relating to our shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere) which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the shares which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors within the meaning of the SFO and any rules made thereunder.
+ 
+Notice to Prospective Investors in the People s Republic of China. This prospectus may not be circulated or distributed in the PRC and the shares may not be offered or sold, and we will not offer or sell, to any person for re-offering or resale directly or indirectly to any resident of the PRC, except pursuant to applicable laws, rules and regulations of the PRC. For the purpose of this paragraph only, the PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.
+ 
+ 
+86
+
+Table of Contents
+ 
+LEGAL MATTERS
+ 
+The validity of the units, shares of common stock and warrants offered hereby has been passed upon for us by Ruffa & Ruffa, P.C., New York, New York. Loeb & Loeb LLP, New York, New York, is acting as counsel to the underwriters.
+ 
+EXPERTS
+ 
+Our consolidated financial statements for the fiscal years ended January 3, 2021 and December 29, 2019, appearing herein, have been audited by Boulay PLLP, an independent registered public accounting firm, as set forth in its report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
+ 
+WHERE YOU CAN FIND MORE INFORMATION
+ 
+We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which constitutes a part of that registration statement, does not contain all of the information set forth in the registration statement or the accompanying exhibits and schedules. Some items included in the registration statement are omitted from this prospectus in accordance with the rules and regulations of the SEC. For further information with respect to us and the securities offered in this prospectus, we refer you to the registration statement and the accompanying exhibits and schedules. Statements contained in this prospectus regarding the contents of any contract, agreement or any other document are summaries of the material terms of these contracts, agreements or other documents. With respect to each of these contracts, agreements or other documents filed as an exhibit to the registration statement, reference is made to such exhibit for a more complete description of the matter involved.
+ 
+A copy of the registration statement and the accompanying exhibits and schedules and any other document we file may be inspected without charge and copied at the SEC s public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the SEC s website is http://www.sec.gov.
+ 
+We file annual reports, quarterly reports, current reports, and proxy and information statements and other information with the SEC. You may read and copy materials that we have filed with the SEC at the SEC public reference room referenced in the foregoing paragraph. Such filings are also available at our website at http://www.itsburgertime.com. Website materials are not a part of this prospectus.
+ 
+ 
+87
+
+Table of Contents
+ 
+BT BRANDS, INC.
+
+INDEX TO FINANCIAL STATEMENTS
+
+ 
+Audited Consolidated Financial Statements
+ 
+Page No.
+ 
+
+Report of Independent Registered Public Accounting Firm
+ 
+F-3
+ 
+
+Consolidated Balance Sheets as of January 3, 2021 and December 29, 2019
+ 
+F-4
+ 
+
+Consolidated Statements of Income for the years ended January 3, 2021 and December 29, 2019 
+ 
+F-5
+ 
+
+Consolidated Statements of Shareholders' Deficit for the years ended January 3, 2021 and December 29, 2019
+ 
+F-6
+ 
+
+Consolidated Statements of Cash Flows for the years ended January 3, 2021 and December 29, 2019 
+ 
+F-7
+ 
+
+Notes to Consolidated Financial Statements
+ 
+F-8
+ 
+
+ 
+ 
+ 
+ 
+
+Unaudited Condensed Consolidated Financial Statements
+ 
+ 
+ 
+
+Condensed Consolidated Balance Sheets as of July 4, 2021 and January 3, 2021
+ 
+F-18
+ 
+
+Condensed Consolidated Statements of Income for the 26 Weeks ended July 4, 2021 and June 28, 2020 and for the 13 weeks ended July 4, 2021 and June 28, 2020 
+ 
+F-19
+ 
+
+Condensed Consolidated Statements of Cash Flows for the 26 Weeks ended July 4, 2021 and June 28, 2020
+ 
+F-21
+ 
+
+Condensed Consolidated Statements of Stockholders Equity (Deficit) for the 26 Weeks ended July 4, 2021 and June 28, 2020
+ 
+F-20
+ 
+
+Notes to Condensed Consolidated Financial Statements
+F-22
+
+ 
+ 
+F-1
+
+Table of Contents
+ 
+BT BRANDS, INC.
+ 
+CONSOLIDATED FINANCIAL STATEMENTS
+ 
+JANUARY 3, 2021 AND DECEMBER 29, 2019
+ 
+TOGETHER WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM S REPORT
+ 
+ 
+F-2
+
+Table of Contents
+ 
+ 
+ 
+ 
+
+ 
+Report of Independent Registered Public Accounting Firm
+ 
+To the Board of Directors and
+Shareholders of BT Brands, Inc.
+ 
+Opinion on the Consolidated Financial Statements
+We have audited the accompanying consolidated balance sheets of BT Brands, Inc. (the Company ) as of January 3, 2021 and December 29, 2019 and the related consolidated statements of income, shareholders deficit, and cash flows for the fiscal years then ended (collectively referred to as the consolidated financial statements ). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of January 3, 2021 and December 29, 2019 and the results of their operations and their cash flows for the fiscal years then ended in conformity with accounting principles generally accepted in the United States of America.
+ 
+Basis for Opinion
+These consolidated financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on the Company s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ( PCAOB ) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+ 
+We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting. Accordingly, we express no such opinion. 
+ 
+Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. 
+
+We have served as the Company s auditor since 2015. 
+ 
+Minneapolis, Minnesota
+March 10, 2021
+ 
+7500 Flying Cloud Drive Suite 800 Minneapolis, MN 55344 (t) 952.893.9320 | 2180 Immokalee Road Suite 308 Naples, FL 34110 (t) 239.325.1100
+ 
+BoulayGroup.com
+ 
+ Member of Prime Global, An Association of Independent Accounting Firms
+ 
+ 
+F-3
+
+Table of Contents
+ 
+BT BRANDS, INC. AND SUBSIDIARIES
+ 
+
+CONSOLIDATED BALANCE SHEETS
+ 
+
+ 
+ 
+ 
+January 3, 
+2021
+ 
+ 
+December 29, 
+2019
+ 
+
+ASSETS
+
+CURRENT ASSETS
+ 
+ 
+ 
+ 
+ 
+ 
+
+Cash
+ 
+$1,321,244 
+ 
+$258,101 
+
+Receivables
+ 
+ 
+19,030 
+ 
+ 
+15,363 
+
+Inventory
+ 
+ 
+60,576 
+ 
+ 
+56,432 
+
+Prepaid expenses
+ 
+ 
+5,348 
+ 
+ 
+6,928 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Total current assets
+ 
+ 
+1,406,198 
+ 
+ 
+336,824 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+PROPERTY AND EQUIPMENT, net
+ 
+ 
+1,632,457 
+ 
+ 
+1,650,012 
+
+LAND AND BUILDINGS HELD FOR SALE
+ 
+ 
+258,751 
+ 
+ 
+449,244 
+
+INVESTMENT IN AND NOTES RECEIVABLE FROM RELATED COMPANY
+ 
+ 
+75,000 
+ 
+ 
+179,000 
+
+OTHER ASSETS, net
+ 
+ 
+16,759 
+ 
+ 
+18,459 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Total assets
+ 
+$3,389,165 
+ 
+$2,633,539 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+LIABILITIES AND SHAREHOLDERS' DEFICIT
+
+CURRENT LIABILITIES
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Current maturities of long-term debt
+ 
+$245,306 
+ 
+$277,666 
+
+Accounts payable
+ 
+ 
+270,487 
+ 
+ 
+321,855 
+
+Accrued expenses
+ 
+ 
+420,734 
+ 
+ 
+206,400 
+
+Income taxes payable
+ 
+ 
+97,978 
+ 
+ 
+2,898 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Total current liabilities
+ 
+ 
+1,034,505 
+ 
+ 
+808,819 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+LONG-TERM DEBT, less current maturities
+ 
+ 
+2,938,983 
+ 
+ 
+3,221,035 
+
+DEFERRED INCOME TAXES
+ 
+ 
+118,000 
+ 
+ 
+98,000 
+
+Total liabilities
+ 
+ 
+4,091,488 
+ 
+ 
+4,127,854 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+COMMITMENTS AND CONTINGENCIES
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+SHAREHOLDERS' DEFICIT
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Preferred stock, $.001 par value, 2,000,000 shares authorized, no shares outstanding at January 3, 2021 and December 29, 2019
+ 
+ 
+- 
+ 
+ 
+- 
+
+Common stock, $.002 par value, 50,000,000 authorized, 4,047,502 shares outstanding at January 3, 2021 and December 29, 2019
+ 
+ 
+8,095 
+ 
+ 
+8,095 
+
+Additional paid-in capital
+ 
+ 
+497,671 
+ 
+ 
+497,671 
+
+Accumulated deficit
+ 
+ 
+(1,208,089 ) 
+ 
+(2,000,081 )
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Total shareholders' deficit
+ 
+ 
+(702,323 ) 
+ 
+(1,494,315 )
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Total liabilities and shareholders' deficit
+ 
+$3,389,165 
+ 
+$2,633,539 
+
+ 
+See Notes to Consolidated Financial Statements
+ 
+ 
+F-4
+
+Table of Contents
+ 
+BT BRANDS, INC. AND SUBSIDIARIES
+
+CONSOLIDATED STATEMENTS OF INCOME
+
+ 
+ 
+ 
+53 Weeks 
+Ended,
+ 
+ 
+52 Weeks 
+Ended,
+ 
+
+ 
+ 
+January 3, 
+2021
+ 
+ 
+December 29, 
+2019
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+SALES
+ 
+$8,159,796 
+ 
+$6,480,564 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+COSTS AND EXPENSES
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Restaurant operating expenses
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Food and paper costs
+ 
+ 
+3,090,816 
+ 
+ 
+2,574,388 
+
+Labor costs
+ 
+ 
+2,335,949 
+ 
+ 
+2,140,157 
+
+Occupancy costs
+ 
+ 
+709,704 
+ 
+ 
+718,905 
+
+Other operating expenses
+ 
+ 
+426,553 
+ 
+ 
+353,502 
+
+Depreciation and amortization
+ 
+ 
+189,389 
+ 
+ 
+212,787 
+
+Impairment of assets held for sale
+ 
+ 
+190,493 
+ 
+ 
+93,488 
+
+Impairment of goodwill
+ 
+ 
+- 
+ 
+ 
+200,000 
+
+General and administrative
+ 
+ 
+687,524 
+ 
+ 
+560,885 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Total costs and expenses
+ 
+ 
+7,630,428 
+ 
+ 
+6,854,112 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Income (loss) from operations
+ 
+ 
+529,368 
+ 
+ 
+(373,548 )
+INTEREST INCOME
+ 
+ 
+103,623 
+ 
+ 
+4,402 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+OTHER INCOME
+ 
+ 
+466,758 
+ 
+ 
+8,410 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+INTEREST EXPENSE
+ 
+ 
+(177,757 ) 
+ 
+(207,841 )
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+INCOME BEFORE TAXES
+ 
+ 
+921,992 
+ 
+ 
+(568,577 )
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+INCOME TAX (PROVISION) BENEFIT
+ 
+ 
+(130,000 ) 
+ 
+102,000 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+NET INCOME (LOSS)
+ 
+$791,992 
+ 
+$(466,577 )
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+NET INCOME (LOSS) PER COMMON SHARE - Basic and Diluted
+ 
+$0.20 
+ 
+$(0.12 )
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+WEIGHTED AVERAGE SHARES USED IN COMPUTING PER COMMON SHARE AMOUNTS - Basic and Diluted
+ 
+ 
+4,047,502 
+ 
+ 
+4,043,989 
+
+ 
+See Notes to Consolidated Financial Statements
+ 
+ 
+F-5
+
+Table of Contents
+ 
+BT BRANDS, INC. AND SUBSIDIARIES
+
+CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+Additional
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+Common Stock
+ 
+ 
+Paid-in
+ 
+ 
+Accumulated
+ 
+ 
+ 
+
+ 
+ 
+Shares
+ 
+ 
+Amount
+ 
+ 
+ Capital
+ 
+ 
+(Deficit)
+ 
+ 
+Total
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Balances, December 31, 2018 
+ 
+ 
+4,043,002 
+ 
+$8,086 
+ 
+$484,180 
+ 
+$(1,533,504 ) 
+$(1,041,238 )
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Net (loss)
+ 
+ 
+- 
+ 
+ 
+- 
+ 
+ 
+- 
+ 
+ 
+(466,577 ) 
+ 
+(466,577 )
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Issuance of 4,500 Shares at Private Placement Value of $3.00
+ 
+ 
+4,500 
+ 
+ 
+9 
+ 
+ 
+13,491 
+ 
+ 
+- 
+ 
+ 
+13,500 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Balances, December 29, 2019
+ 
+ 
+4,047,502 
+ 
+$8,095 
+ 
+$497,671 
+ 
+$(2,000,081 ) 
+$(1,494,315 )
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Net income
+ 
+ 
+- 
+ 
+ 
+- 
+ 
+ 
+- 
+ 
+ 
+791,992 
+ 
+ 
+791,992 
+
+Balances, January 3, 2021
+ 
+ 
+4,047,502 
+ 
+$8,095 
+ 
+$497,671 
+ 
+$(1,208,089 ) 
+$(702,323 )
+ 
+See Notes to Consolidated Financial Statements
+ 
+ 
+F-6
+
+Table of Contents
+ 
+BT BRANDS, INC. AND SUBSIDIARIES
+
+CONSOLIDATED STATEMENTS OF CASH FLOWS
+
+ 
+ 
+ 
+53 Weeks 
+Ended
+ 
+ 
+52 Weeks 
+Ended
+ 
+
+ 
+ 
+January 3, 
+2021
+ 
+ 
+December 29, 
+2019
+ 
+
+CASH FLOWS FROM OPERATING ACTIVITIES
+ 
+ 
+ 
+ 
+ 
+ 
+
+Net Income (loss)
+ 
+$791,922 
+ 
+$(466,577 )
+Adjustments to reconcile net income (loss) to net cash provided by operating activities-
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Deferred interest expense paid in-kind 
+ 
+ 
+39,368 
+ 
+ 
+- 
+
+Noncash interest income
+ 
+ 
+(75,000 ) 
+ 
+- 
+
+Stock-based incentive compensation
+ 
+ 
+- 
+ 
+ 
+13,500 
+
+Impairment of assets held for sale
+ 
+ 
+190,493 
+ 
+ 
+93,488 
+
+Depreciation
+ 
+ 
+187,687 
+ 
+ 
+211,087 
+
+Amortization of franchise agreement
+ 
+ 
+1,700 
+ 
+ 
+1,700 
+
+Amortization of debt issuance cost
+ 
+ 
+5,176 
+ 
+ 
+5,176 
+
+Loss on sale of property and equipment
+ 
+ 
+- 
+ 
+ 
+1,800 
+
+Write-off of deferred offering costs
+ 
+ 
+- 
+ 
+ 
+40,000 
+
+Deferred tax liability, net
+ 
+ 
+20,000 
+ 
+ 
+(102,000 )
+Impairment of goodwill
+ 
+ 
+- 
+ 
+ 
+200,000 
+
+Changes in operating assets and liabilities 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Receivables
+ 
+ 
+(3,667 ) 
+ 
+4,878 
+
+Inventory
+ 
+ 
+(4,144 ) 
+ 
+2,152 
+
+Prepaid expenses
+ 
+ 
+1,580 
+ 
+ 
+1,282 
+
+Accounts payable
+ 
+ 
+(67,080 ) 
+ 
+33,196 
+
+Accrued expenses
+ 
+ 
+214,334 
+ 
+ 
+21,634 
+
+Income taxes payable
+ 
+ 
+95,080 
+ 
+ 
+(10,827 )
+Net cash provided by operating activities
+ 
+ 
+1,397,449 
+ 
+ 
+50,489 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+CASH FLOWS FROM INVESTING ACTIVITIES
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Proceeds (advances to) from investment in related company
+ 
+ 
+179,000 
+ 
+ 
+(179,000 )
+Purchase of property and equipment
+ 
+ 
+(154,420 ) 
+ 
+- 
+
+Net cash provided by (used in) investing activities
+ 
+ 
+24,580 
+ 
+ 
+(179,000 )
+CASH FLOWS FROM FINANCING ACTIVITIES
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Proceeds from long-term debt
+ 
+ 
+77,500 
+ 
+ 
+- 
+
+Principal payments on long-term debt
+ 
+ 
+(436,456 ) 
+ 
+(276,899 )
+Net cash used in financing activities
+ 
+ 
+(358,956 ) 
+ 
+(276,899 )
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+CHANGE IN CASH 
+ 
+ 
+1,063,073 
+ 
+ 
+(405,410 )
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+CASH, BEGINNING OF YEAR
+ 
+ 
+258,101 
+ 
+ 
+663,511 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+- 
+
+CASH, END OF YEAR
+ 
+$1,321,174 
+ 
+$258,101 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Cash paid for interest
+ 
+$133,213 
+ 
+$202,101 
+
+SUPPLEMENTAL DISCLOSURE OF INVESTING AND FINANCING ACTIVITIES
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Transfer of property and equipment to assets held for sale
+ 
+$- 
+ 
+$189,640 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Purchase of property and equipment included in accounts payable
+ 
+$15,712 
+ 
+$- 
+
+ 
+See Notes to Consolidated Financial Statements
+ 
+ 
+F-7
+
+Table of Contents
+ 
+NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
+ 
+Organization and Reverse Merger Transaction 
+ 
+BT Brands, Inc. (the Company ) was incorporated as Hartmax of NY Inc. on January 19, 2016. Effective July 30, 2018, the Company acquired 100% of the ownership of BTND, LLC ( BTND ). in exchange for common stock in the Company through a Share Exchange Agreement ( Share Exchange ) with BTND, LLC, ( BTND ) and its Members. Following the Share Exchange, BTND became a wholly owned subsidiary of the Company and in 2020 BT Brands, Inc. reincorporated in the State of Wyoming.
+ 
+Effective with the Share Exchange, all outstanding membership interests in BTND were exchanged with former members of BTND, for an aggregate of 3,298,000 shares of the Company s common stock, equal to approximately 85.9% of the total number of shares of common stock outstanding after giving effect to the Share Exchange. BTND was the acquirer for accounting purposes and the transaction was accounted for as a reverse acquisition. Consequently, after the giving effect to the merger, the assets and liabilities and the historical operations that will be reflected in consolidated financial statements are those of BTND at its historical cost basis adjusted for goodwill related to a deferred tax liability assumed by the Company at the time of the merger. 
+ 
+Revision of Prior Financial Statements
+ 
+In fiscal 2020, the Company determined that the deferred tax liability related to the difference between the tax basis and book value of the equipment at the time of the Share Exchange was not correctly calculated. As a result, the 2018 accounting for the merger as of December 30, 2018 has been adjusted to reflect an increase of $151,500 in both the estimated deferred tax liability and goodwill arising from the Share Exchange. As a result of the revision of the accounting for the 2018 Share Exchange, the financial statements for the year ended December 29, 2019 also were revised to reflect an additional impairment of $151,500 of the goodwill that was recorded during 2019. The 2019 adjustment is net of a change in income tax benefit of $53,500 which is primarily related to an estimated $43,000 tax benefit available from a tax loss carryforward in 2019. The net effect of the revision to the 2019 financial statements was to increase the net loss by $98,000, decreasing the previously reported loss for the year ended December 29, 2019 to a loss of $466,577 and increasing the accumulated deficit by $98,000 to $2,000,081.
+ 
+Business
+ 
+The Company currently operates company-owned fast-food restaurants called Burger Time. The Company also operates one unit in Minnesota as a franchisee of International Dairy Queen. The Company operates three Burger Time locations in Minnesota, four in North Dakota, and two in South Dakota. The Company closed a store in Richmond, Indiana during 2018, and the Richmond location is currently listed for sale. The Company owns a restaurant property in St. Louis, Missouri currently held for sale. The Company operated a total of ten restaurants at the end of fiscal 2020 and 2019. 
+ 
+The Company s Dairy Queen store is operated pursuant to the terms of a franchise agreement with International Dairy Queen. The Company is required to pay regular royalty and advertising payments to the franchisor and to remain in compliance with the terms of the franchise agreement.
+ 
+Principles of Consolidation
+ 
+The accompanying consolidated financial statements include the accounts of BT Brands, Inc., BTND, LLC and its wholly owned subsidiaries BTND IN, LLC, BTNDMO, LLC and BTNDDQ, LLC. Significant intercompany accounts and transactions have been eliminated in consolidation.
+ 
+ 
+F-8
+
+Table of Contents
+ 
+Fiscal Year
+ 
+The Company s fiscal year is a 52/53-week year, ending on the Sunday closest to December 31. Most years consist of four 13-week accounting periods comprising the 52-week year. Fiscal 2020 was a 53-week period ended January 3, 2021 and Fiscal 2019 was the 52-week period ended on December 29, 2019. All references to years in this report refer to the fiscal years described above.
+ 
+Reverse Stock Split
+ 
+Pursuant to a written consent of a majority of the Company s shareholders, the Company s Board of Directors approved a 1-for-2 reverse stock split of its common stock effective January 25, 2021. All outstanding shares of common stock and per share data presented herein have been retroactively adjusted to reflect the effect of the reverse split.
+ 
+Fair Value of Financial Instruments
+ 
+The Company s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the statements on a recurring or nonrecurring basis adhere to the Financial Accounting Standards Board (FASB) fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value. 
+ 
+The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). 
+ 
+The three levels of fair value hierarchy are as follows:
+ 
+ 
+ 
+Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access the measurement date.
+
+ 
+ 
+ 
+
+ 
+ 
+Level 2 Inputs are inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
+
+ 
+ 
+ 
+
+ 
+ 
+Level 3 Inputs are unobservable inputs for the asset or liability.
+
+ 
+The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to fair value measurement in its entirety.
+ 
+The carrying values of cash, receivables, accounts payable and other financial working capital items approximate fair value at year end due to the short maturity nature of these instruments. 
+ 
+The Company believes that the fair value of the investment in notes receivable from a related company on December 29, 2019 approximated the carrying value. In the opinion of the Company, the stated 14% interest rate on the notes approximated the market rate of interest. The Company received equity ownership as additional consideration for its agreement to modify the term of the notes in 2020 and $75,000 was attributed to the value of the equity and this amount is reflected as additional interest income in 2020. The notes receivable were repaid in full in August 2020 and no notes were outstanding on January 3, 2021.
+ 
+Cash 
+ 
+For purposes of reporting cash and cash flows, cash is net of outstanding checks and includes, amounts on deposit at banks and deposits in transit. 
+ 
+Revenue Recognition 
+ 
+The Company s revenues consist of purchases of food products for cash, or bank-issued credit and debit card transactions, at Company s restaurants. The Company follows Accounting Standards Update (ASU) 2014-09 (ASC 606). Under ASC 606, revenues are recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration expected to be received for those goods or services. The Company s sales are recognized at the point of sale and are presented net of discounts and incentives. Sales are also reported net of applicable sales taxes.
+ 
+ 
+F-9
+
+Table of Contents
+ 
+Receivables
+ 
+Receivables consists of rebates due from a primary vendor.
+ 
+Inventory
+ 
+Inventory consists of food, beverages and supplies and is stated at lower of cost (first-in, first-out method) or net realizable value.
+ 
+Property and Equipment
+ 
+Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives which range from three to thirty years. 
+ 
+The Company reviews long-lived assets to determine if the carrying value of these assets may not be recoverable based on estimated cash flows. Assets are reviewed at the lowest level for which cash flows can be identified, which is at the restaurant level. In determining future cash flows, significant estimates are made by the Company with respect to future operating results of each restaurant over its remaining life. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying value of the assets exceeds the carrying value of the assets.
+ 
+Assets Held for Sale
+ 
+From time-to-time the Company may sell an existing operating unit or may close an operating unit and list the property for sale. A property in the St. Louis area is currently listed for sale and the land and building were fully reserved for in the 2020 fourth quarter impairment charge. Certain signage equipment originally purchased for the location was relocated for use at other company locations. The write-down of the St. Louis property resulted in an additional impairment charge of $90,493 during the fourth quarter of 2020. Also, in September 2018 the Company closed an operating Burger Time unit in Richmond, Indiana and the Richmond property is listed for sale. In the second quarter of 2020, it was concluded to record an additional charge of $100,000 for impairment of the value of the Richmond location which the Company believes the property will be sold at or above its current carrying cost of assets held for sale. 
+ 
+Advertising and Marketing Costs
+ 
+The Company expenses advertising and marketing costs as incurred. Advertising expense for fiscal 2020 and 2019 totaled $29,924 and $49,618, respectively.
+ 
+Income Taxes
+ 
+The Company provides for income taxes under ASC 740, Accounting for Income Taxes, using an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.
+ 
+Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 
+ 
+ 
+F-10
+
+Table of Contents
+ 
+As of December 29, 2019, the Company had a federal net operating loss carryforward (the NOL ) of approximately $159,000, which will be fully utilized in the current year s tax returns reducing 2020 consolidated taxable income by that amount. If not used currently, the NOL expires within twenty years of origination in 2038. 
+ 
+The Company continually reviews the realizability of its deferred tax assets, including an analysis of factors such as future taxable income, reversal of existing taxable temporary differences, and tax planning strategies. The Company assessed whether a valuation allowance should be recorded against its deferred tax assets based on consideration of all available evidence using a "more likely than not" standard. In assessing the need for a valuation allowance, the company considered both positive and negative evidence related to the likelihood of realization of deferred tax assets. In making such assessment, more weight was given to evidence that could be objectively verified, including recent cumulative losses. Future sources of taxable income were also considered in determining the amount of the recorded valuation allowance. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The tax effect of the temporary differences and carryforwards are as follows for the respective fiscal years: 
+ 
+ 
+ 
+2020
+ 
+ 
+2019
+ 
+
+Net operating loss carry forward 
+ 
+$- 
+ 
+$43,000 
+
+Property and equipment 
+ 
+ 
+(183,000 ) 
+ 
+(167,000 )
+Future tax benefit of impairment allowance
+ 
+ 
+78,000 
+ 
+ 
+26,000 
+
+Paycheck Protection Program loan forgiveness
+ 
+ 
+(13,000 ) 
+ 
+ 
+ 
+
+Total deferred tax liability
+ 
+$(118,000 ) 
+$(98,000 )
+ 
+The following table summarizes the components of the provision for income taxes:
+ 
+ 
+ 
+2020
+ 
+ 
+2019
+ 
+
+Current income tax expense 
+ 
+$110,000 
+ 
+$- 
+
+Deferred income taxes (benefit)
+ 
+ 
+20,000 
+ 
+ 
+(102,000 )
+Total income tax expense (benefit)
+ 
+$130,000 
+ 
+$(102,000 )
+ 
+Total income tax expense for the years ended January 3, 2021 and December 29, 2019 differed from the amounts computed by applying the U.S. Federal statutory tax rate of 21% to pre-tax income as follows:
+ 
+ 
+ 
+2020
+ 
+ 
+2019
+ 
+
+Total expense (benefit) computed by applying statutory federal rate
+ 
+$193,600 
+ 
+$(119,500 )
+State income tax (benefit), net of federal tax benefit
+ 
+ 
+47,400 
+ 
+ 
+(36,000 )
+Paycheck Protection Program loan forgiveness
+ 
+ 
+(111,000 ) 
+ 
+- 
+
+Other permanent differences
+ 
+ 
+- 
+ 
+ 
+53,500 
+
+Provision for income taxes (benefit)
+ 
+$130,000 
+ 
+$(102,500 )
+ 
+Accounting Standards requires that deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. 
+ 
+The Company had no accrued interest or penalties relating to any income tax obligations. The Company currently has no federal or state examinations in progress, nor has it had any federal or state tax examinations since its inception. The last three years of the Company s tax years are subject to federal and state tax examination. With few exceptions, the Company is no longer subject to U.S. Federal and state income tax examinations by tax authorities for years before 2017.
+ 
+ 
+F-11
+
+Table of Contents
+ 
+Per Common Share Amounts
+ 
+Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income or (loss) per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. Common stock equivalents are excluded from the computation of diluted net income (loss) per share because their effect is anti-dilutive. There were no potentially dilutive shares outstanding as of the years ending in 2020 and 2019, as both the $4.00 per share strike price of the 102,503 warrants and the $3.30 exercise price for the 16,401 Placement Agent warrants outstanding on January 3, 2021 and December 29, 2019 were exercisable at prices above the estimated fair market price of the underlying stock.
+ 
+Other Assets
+ 
+Other assets include the allocated fair value of the acquired Dairy Queen franchise agreement related to the Company s location in Ham Lake, Minnesota, and is being amortized over an estimated useful life of 14 years. Amortization for each of the next five years is estimated to be approximately $2,000 per year. Accumulated amortization was approximately $9,000 and $7,000 at the end of 2020 and 2019, respectively. 
+ 
+Restaurant Pre-opening expenses
+ 
+Restaurant pre-opening and other development expenses are non-capital expenditures and are expensed as incurred as part of other operating expenses. Restaurant pre-opening expenses may include the costs of hiring and training the initial hourly work force for each new restaurant, travel, the cost of food and supplies used in training, grand opening promotional costs, the cost of the initial stocking of operating supplies and other direct costs related to the opening of a restaurant, including rent during the construction and in-restaurant training period.
+ 
+Use of Estimates
+ 
+The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and the differences could be significant.
+ 
+Segment Reporting
+ 
+The Company follows the guidance of FASB Accounting Standards for reporting and disclosure on operating segments requiring segment disclosures about products and services, geographic areas, and major customers. The Company has determined that it did not have any separately reportable operating segments. 
+ 
+ 
+F-12
+
+Table of Contents
+ 
+Paycheck Protection Program and Liquidity and Capital Resources
+ 
+For the 53 weeks ended January 3, 2021, the Company earned an after-tax profit of $791,922. On January 3, 2021, the Company had $1,321,244 in cash and working capital of $371,693, an increase of $789,688 from the year-end deficit of $471,995. 
+ 
+COVID-19 has had, and likely will to continue to have a significant adverse impact on the United States economy. It is difficult to predict either the ultimate impact of the COVID-19 pandemic or the impact of governmental responses on the United States economy in general, and specifically the impact on the quick service drive-through segment of the food service industry and on Company s operating results and financial condition as the situation is evolving.
+ 
+In May 2020 the Company received pandemic-related loans totaling $487,900, of that amount, $460,400 was borrowed under the Small Business Administration s Paycheck Protection Program ( PPP ). The Company has elected to account for the proceeds of the loan as a government grant under International Accounting Standard 20 ( IAS 20 ), Accounting for Government Grants and Disclosure of Government Assistance. Under IAS 20, the loan is initially recorded as deferred income on the balance sheet and forgiveness income is recognized on a systematic basis over the periods in which the qualifying expenses are incurred when the Company determines that the forgiveness is reasonably assured. Under the terms of the program, the Company applied for forgiveness of the loans in 2020, anticipating its application qualified the loans for forgiveness. Following application by the Company, the loans were forgiven in full in 2021. As a result of forgiveness of the PPP advances, the loan forgiveness is reflected as Other Income in 2020. Also, in May 2020, the Company borrowed $27,500 at no interest under the Minnesota Small Business Emergency Loan Program, and in addition, two of the Company s mortgage lenders suspended and deferred current payments for a period of three months during the first half of 2020. A total of $93,602 in payments were deferred under these programs. The Company expects to have sufficient cash assets to meet its obligations for more than a year from the issuance of these consolidated financial statements. 
+ 
+NOTE 2 PROPERTY AND EQUIPMENT
+ 
+Property and equipment consisted of the following at end of the respective fiscal years: 
+ 
+ 
+ 
+1/3/2021
+ 
+ 
+12/29/2019
+ 
+
+Land
+ 
+$485,239 
+ 
+$555,885 
+
+Equipment
+ 
+ 
+2,497,576 
+ 
+ 
+2,390,545 
+
+Buildings
+ 
+ 
+1,306,896 
+ 
+ 
+1,363,642 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Total property and equipment
+ 
+ 
+4,289,711 
+ 
+ 
+4,310,072 
+
+Accumulated depreciation
+ 
+ 
+(2,398,503 ) 
+ 
+(2,210,816 )
+Less - property held for sale 
+ 
+ 
+(258,751 ) 
+ 
+(449,244 )
+Net property and equipment
+ 
+$1,632,457 
+ 
+$1,650,012 
+
+ 
+Depreciation expense for the fiscal years 2020 and 2019 was $187,687 and $211,087, respectively.
+ 
+ 
+F-13
+
+Table of Contents
+ 
+NOTE 3 ACCRUED EXPENSES 
+ 
+Accrued expenses consisted of the following at the end of the respective reporting periods:
+ 
+ 
+ 
+1/3/2021
+ 
+ 
+12/29/2019
+ 
+
+Accrued real estate taxes
+ 
+$106,935 
+ 
+$66,959 
+
+Accrued bonus compensation
+ 
+ 
+162,000 
+ 
+ 
+- 
+
+Accrued payroll
+ 
+ 
+56,139 
+ 
+ 
+69,572 
+
+Accrued payroll taxes
+ 
+ 
+8,519 
+ 
+ 
+7,058 
+
+Accrued sales taxes payable
+ 
+ 
+66,632 
+ 
+ 
+35,380 
+
+Accrued vacation pay
+ 
+ 
+19,657 
+ 
+ 
+23,204 
+
+Other accrued expenses
+ 
+ 
+852 
+ 
+ 
+4,227 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+$420,734 
+ 
+$206,400 
+
+ 
+NOTE 4 STOCKHOLDERS EQUITY
+ 
+During 2018, the Company issued 3,298,000 shares of common stock in exchange for the member interests of BTND, LLC, 410,000 shares to Maxim Partners and others as part of the Share Exchange, and 130,000 shares of common stock to consultants associated with the offering. Upon closing of a private offering 205,002 shares of common stock and 102,501 common stock warrants to purchase shares at $4.00 through July 31, 2023 were issued to investors in consideration for a net amount of approximately $492,266, all of these warrants were outstanding as of the end of the year. Upon closing of the private offering, the placement agent was issued an aggregate of 16,401 five-year stock purchase warrants to purchase shares at $3.30 per share which are also outstanding at year-end. The estimated the fair value of the warrants at the issuance date was approximately $15,421 and this amount was reflected as an additional cost of the offering. 
+ 
+In October 2019, the board of directors of the Company and the holders of a majority of the outstanding shares of common stock adopted the 2019 Incentive Plan. Under the 2019 Incentive Plan, the Company reserved up to 500,000 shares of common stock for issuance to officers, directors, employees and consultants. On October 11, 2019, the Company issued an aggregate of 4,500 shares of common stock as stock awards to 30 employees of the Company.
+ 
+In April 2019, the Company s Certificate of Incorporation was amended to increase the number of authorized shares of preferred stock to 2,000,000 and the number authorized shares of common stock to 50,000,000.
+ 
+ 
+F-14
+
+Table of Contents
+ 
+NOTE 5 LONG-TERM DEBT 
+ 
+As a result of the many uncertainties surrounding the economy during the COVID-19 response, two of the Company s mortgage lenders suspended and deferred current payments for a period of three months during the first half of 2020. A total of $93,602 in payments were deferred under these programs. The loans will continue to accrue interest at the stated rate, which is included in the principal. The aggregate deferrals are due as balloon payments at the end of the stated terms of the notes.
+ 
+The Company had the following long- term debt obligations as of: 
+ 
+ 
+ 
+1/3/2021
+ 
+ 
+12/29/2019
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Note payable to bank dated October 30, 2015 due in monthly installments of $6,916 through October 30, 2030, which includes principal and interest at a fixed rate of 4.75%. This note is secured by two of the Company's Minnesota locations and the personal guaranty of a shareholder of the Company. 
+ 
+$
+670,334
+ 
+ 
+$
+699,311
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Note payable to bank dated November 16, 2015 due in monthly installments of $14,846, which includes principal and interest at fixed rate of 4.75% through November 16, 2030. This note is secured by four of the Company's North Dakota locations and the personal guaranty of a shareholder of the Company. 
+ 
+ 
+1,447,439
+ 
+ 
+ 
+1,509,435
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Note payable to bank dated October 10, 2015 due in monthly installments of $4,153 through March 11, 2030, which includes principal and interest at fixed rate of 4.75%. This note is secured by the Company's Dairy Queen location and the personal guaranty of a shareholder of the Company. 
+ 
+ 
+397,655
+ 
+ 
+ 
+414,562
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Note payable to bank dated March 11, 2016 due in monthly installments of $3,692 through March 11, 2031 which includes principal and interest at a fixed rate of 4.75%. This note is secured by one of the Company's South Dakota locations and the personal guaranty of a shareholder of the Company.
+ 
+ 
+369,222
+ 
+ 
+ 
+384,208
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Notes payable to bank dated November 10, 2016 payable in monthly installments of $1,331 which includes principal and interest at 4%, the interest rate is subject to adjustment based on 5-year Treasury Note rate 2021 and cannot be less than 4%. This note is secured by property held for sale in Richmond Indiana and the personal guaranty of a shareholder of the Company. 
+ 
+ 
+141,125
+ 
+ 
+ 
+151,234
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Unsecured 8% notes payable to an entity controlled by shareholders of the Company dated December 26, 2017 originally due on demand after June 1, 2020. The Note was paid in-full in August, 2020.
+ 
+ 
+-
+ 
+ 
+ 
+207,264
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Note payable to bank dated December 28, 2018 due in monthly installments of $1,644 through December 31, 2023 which includes principal and interest at a fixed rate of 5.50%. This note is secured by the West St. Paul location and the personal guaranty of a shareholder of the Company.
+ 
+ 
+185,219
+ 
+ 
+ 
+192,068
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Minnesota Small Business Emergency Loan dated April, 29, 2020 payable in monthly installments of $458.33 beginning December 15, 2020 which includes principal and interest at 0%. This note is secured by the personal guaranty of a shareholder of the Company.
+ 
+ 
+27,500
+ 
+ 
+ 
+-
+ 
+
+ 
+ 
+ 
+3,238,494
+ 
+ 
+ 
+3,558,082
+ 
+
+Less - unamortized debt issuance costs
+ 
+ 
+(54,205
+)
+ 
+ 
+(59,381
+)
+
+Current maturities 
+ 
+ 
+(245,306
+)
+ 
+ 
+(277,666
+)
+
+Total
+ 
+$
+2,938,983
+ 
+ 
+$
+3,221,035
+ 
+
+ 
+ 
+F-15
+
+Table of Contents
+ 
+Scheduled maturities of long-term debt, excluding unamortized debt issuance costs, are as follows
+ 
+1/2/2022
+ 
+$
+245,306
+ 
+
+12/31/2023
+ 
+ 
+256,655
+ 
+
+12/29/2024
+ 
+ 
+423,345
+ 
+
+12/28/2025
+ 
+ 
+270,561
+ 
+
+1/3/2027
+ 
+ 
+283,104
+ 
+
+Thereafter
+ 
+ 
+1,759,523
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+$
+3,238,494
+ 
+
+ 
+NOTE 6 RELATED PARTY TRANSACTIONS
+ 
+BTND Trading
+ 
+BTND Trading, an entity separate from the Company owned by certain significant shareholders of the Company, from time-to-time BTND Trading has advanced funds to the Company. On December 29, 2019, $207,729 was due to BTND Trading at 8% annual interest. In August 2020, the amount due to BTND Trading was repaid in full.
+ 
+Next Gen Ice
+ 
+In 2019, the Company made cash advances to Next Gen Ice, Inc. (NGI) in the form of Series C Notes totaling a principal amount of $179,000. The Company s CEO, Gary Copperud, is Chairman of the Board of Directors of NGI and the Company s Chief Operating Officer, Kenneth Brimmer, is also a member of the Board of Directors of NGI and serves as Chief Financial Officer of NGI on a contract basis. Mr. Copperud and a limited liability company controlled by him together own approximately 34% of the outstanding equity of NGI. On March 2, 2020, the Series C Notes were modified and the maturity extended to August 31, 2020. As part of the Note modification, the Company received 179,000 shares of Common Stock in NGI from the founders of NGI representing approximately 2% of NGI shares outstanding. The Company also holds warrants to purchase 358,000 shares at a price of $1.00 per share through March 23, 2023. The common stock and common stock purchase warrants received by the Company were recorded at a value determined by the Company of $75,000. This amount was also recorded at a discount to the note receivable and was recognized as interest income over the extended term of the Note. The Company has determined that its investment in NGI does not have a readily determinable market value and therefore is carried at the cost determined by the Company at the time the shares and warrants were received. The Series C Notes were repaid in August 2020, with interest, and currently there are no outstanding amounts due to the Company from NGI.
+ 
+NOTE 7 MAJOR VENDOR
+ 
+Approximately 83% of the Company s purchases for the year ended January 3, 2021 were from one vendor. On January 3, 2021, the amount due to the major vendor totaled $171,545. In fiscal 2019, approximately 83% of the Company s purchases were from the same vendor. On December 29,2019, the amount due to this vendor was $222,926.
+ 
+ 
+F-16
+
+Table of Contents
+ 
+NOTE 8 CONTINGENCIES
+ 
+In the course of its business, the Company may be a party to claims and legal or regulatory actions arising from the conduct of its business. The Company is not aware of any significant asserted or potential claims which could impact its financial position.
+ 
+NOTE 9 LAND LEASE
+ 
+The Company is a party to a month-to-month land lease agreement for one of its locations. The net book value of the building located on this land is approximately $38,000. The monthly lease payment is $1,600.
+ 
+NOTE 10 SUBSEQUENT EVENTS
+ 
+The Company has evaluated subsequent events through March 5, 2021 the date on which the consolidated financial statements were available to be issued, noting no subsequent events for disclosure.
+ 
+ 
+F-17
+
+Table of Contents
+ 
+BT BRANDS, INC. AND SUBSIDIARIES 
+CONDENSED CONSOLIDATED BALANCE SHEETS 
+ 
+ 
+ 
+July 4, 
+2021
+ 
+ 
+January 3, 
+2021
+ 
+
+ASSETS
+ 
+(Unaudited)
+ 
+ 
+ 
+ 
+
+CURRENT ASSETS
+ 
+ 
+ 
+ 
+ 
+ 
+
+Cash
+ 
+$1,720,917 
+ 
+$1,321,244 
+
+Receivables
+ 
+ 
+31,751 
+ 
+ 
+19,030 
+
+Inventory
+ 
+ 
+70,489 
+ 
+ 
+60,576 
+
+Prepaid expenses and other current assets
+ 
+ 
+20,429 
+ 
+ 
+5,348 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Total current assets
+ 
+ 
+1,843,586 
+ 
+ 
+1,406,198 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+PROPERTY AND EQUIPMENT, net
+ 
+ 
+1,587,200 
+ 
+ 
+1,632,457 
+
+LAND AND BUILDINGS HELD FOR SALE
+ 
+ 
+258,751 
+ 
+ 
+258,751 
+
+INVESTMENT IN RELATED COMPANY
+ 
+ 
+75,000 
+ 
+ 
+75,000 
+
+OTHER ASSETS, net
+ 
+ 
+15,625 
+ 
+ 
+16,759 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Total assets
+ 
+$3,780,162 
+ 
+$3,389,165 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+LIABILITIES AND SHAREHOLDERS' DEFICIT
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+CURRENT LIABILITIES
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Current maturities of long-term debt
+ 
+$174,350 
+ 
+$245,306 
+
+Accounts payable
+ 
+ 
+398,301 
+ 
+ 
+270,487 
+
+Accrued expenses
+ 
+ 
+259,660 
+ 
+ 
+420,734 
+
+Income taxes payable
+ 
+ 
+112,972 
+ 
+ 
+97,978 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Total current liabilities
+ 
+ 
+945,283 
+ 
+ 
+1,034,505 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+LONG-TERM DEBT, less current maturities
+ 
+ 
+3,043,762 
+ 
+ 
+2,938,983 
+
+DEFERRED INCOME TAXES
+ 
+ 
+146,000 
+ 
+ 
+118,000 
+
+Total liabilities
+ 
+ 
+4,135,045 
+ 
+ 
+4,091,488 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+COMMITMENTS AND CONTINGENCIES
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+SHAREHOLDERS' DEFICIT
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Preferred stock, $.001 par value, 2,000,000 shares authorized, no shares outstanding at July 4, 2021 and January 3, 2021
+ 
+ 
+- 
+ 
+ 
+- 
+
+Common stock, $.002 par value, 50,000,000 authorized, 4,047,502 shares outstanding at July 4, 2021 and January 3, 2021
+ 
+ 
+8,095 
+ 
+ 
+8,095 
+
+Additional paid-in capital
+ 
+ 
+497,671 
+ 
+ 
+497,671 
+
+Accumulated deficit
+ 
+ 
+(860,649) 
+ 
+(1,208,089)
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Total shareholders' deficit
+ 
+ 
+(354,883) 
+ 
+(702,323)
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Total liabilities and shareholders' deficit
+ 
+$3,780,162 
+ 
+$3,389,165 
+
+ 
+See Notes to Condensed Consolidated Financial Statements 
+ 
+ 
+F-18
+
+Table of Contents
+ 
+BT BRANDS, INC. AND SUBSIDIARIES
+
+CONDENSED CONSOLIDATED STATEMENTS OF INCOME
+
+(Unaudited)
+
+ 
+ 
+ 
+26 Weeks Ended,
+ 
+ 
+13 Weeks Ended,
+ 
+
+ 
+ 
+July 4, 2021
+ 
+ 
+June 28, 2020
+ 
+ 
+July 4, 2021
+ 
+ 
+June 28, 2020
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+SALES
+ 
+$4,323,555 
+ 
+$3,699,768 
+ 
+$2,382,683 
+ 
+$2,396,338 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+COSTS AND EXPENSES
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Restaurant operating expenses
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Food and paper costs
+ 
+ 
+1,636,053 
+ 
+ 
+1,435,992 
+ 
+ 
+908,760 
+ 
+ 
+895,892 
+
+Labor costs
+ 
+ 
+1,186,719 
+ 
+ 
+1,094,007 
+ 
+ 
+621,227 
+ 
+ 
+610,698 
+
+Occupancy costs
+ 
+ 
+303,654 
+ 
+ 
+334,033 
+ 
+ 
+167,106 
+ 
+ 
+171,445 
+
+Other operating expenses
+ 
+ 
+252,081 
+ 
+ 
+191,274 
+ 
+ 
+128,872 
+ 
+ 
+105,100 
+
+Depreciation and amortization
+ 
+ 
+113,394 
+ 
+ 
+90,920 
+ 
+ 
+58,558 
+ 
+ 
+46,100 
+
+Impairment of assets held for sale
+ 
+ 
+- 
+ 
+ 
+100,000 
+ 
+ 
+- 
+ 
+ 
+100,000 
+
+General and administrative
+ 
+ 
+220,982 
+ 
+ 
+183,163 
+ 
+ 
+115,644 
+ 
+ 
+116,947 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Total costs and expenses
+ 
+ 
+3,712,883 
+ 
+ 
+3,429,389 
+ 
+ 
+2,000,167 
+ 
+ 
+2,046,182 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Income from operations
+ 
+ 
+610,672 
+ 
+ 
+270,379 
+ 
+ 
+382,516 
+ 
+ 
+350,156 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+INTEREST EXPENSE
+ 
+ 
+(128,232) 
+ 
+(91,159) 
+ 
+(89,661) 
+ 
+(54,692)
+INTEREST INCOME
+ 
+ 
+- 
+ 
+ 
+64,200 
+ 
+ 
+- 
+ 
+ 
+64,200 
+
+OTHER INCOME 
+ 
+ 
+- 
+ 
+ 
+466,758 
+ 
+ 
+- 
+ 
+ 
+466,758 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+INCOME BEFORE TAXES
+ 
+ 
+482,440 
+ 
+ 
+710,178 
+ 
+ 
+297,516 
+ 
+ 
+826,422 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+PROVISION FOR INCOME TAXES
+ 
+ 
+(135,000) 
+ 
+(149,000) 
+ 
+(85,000) 
+ 
+(149,000)
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+NET INCOME
+ 
+$347,440 
+ 
+$561,178 
+ 
+$212,516 
+ 
+$677,422 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+NET INCOME PER COMMON SHARE - 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Basic and Diluted
+ 
+$0.09 
+ 
+$0.14 
+ 
+$0.05 
+ 
+$0.17 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+WEIGHTED AVERAGE NUMBER OF SHARES USED IN
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+COMPUTING PER COMMON SHARE AMOUNTS -
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Basic and Diluted
+ 
+ 
+4,047,502 
+ 
+ 
+4,047,502 
+ 
+ 
+4,047,502 
+ 
+ 
+4,047,502 
+
+ 
+See Notes to Condensed Consolidated Financial Statements 
+ 
+ 
+F-19
+
+Table of Contents
+ 
+BT BRANDS, INC. AND SUBSIDIARIES
+
+CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
+
+(Unaudited)
+
+ 
+ 
+ 
+ 
+ 
+Common 
+ 
+ 
+Additional
+ 
+ 
+ 
+ 
+ 
+ 
+
+For the 26-week periods -
+ 
+Shares
+ 
+ 
+Stock
+Amount
+ 
+ 
+Paid-in 
+Capital
+ 
+ 
+Accumulated
+(Deficit)
+ 
+ 
+Total
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Balances, January 3, 2021
+ 
+ 
+4,047,502 
+ 
+$8,095 
+ 
+$497,671 
+ 
+$(1,208,089) 
+$(702,323)
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Net income
+ 
+ 
+- 
+ 
+ 
+- 
+ 
+ 
+- 
+ 
+ 
+347,440 
+ 
+ 
+347,440 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Balances, July 4, 2021
+ 
+ 
+4,047,502 
+ 
+$8,095 
+ 
+$497,671 
+ 
+$(860,649) 
+$(354,883)
+ 
+ 
+ 
+ 
+ 
+Common 
+ 
+ 
+Additional
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+Shares
+ 
+ 
+Stock
+Amount
+ 
+ 
+Paid-in 
+Capital
+ 
+ 
+Accumulated
+(Deficit)
+ 
+ 
+Total
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Balances, December 29, 2019
+ 
+ 
+4,047,502 
+ 
+$8,095 
+ 
+$497,671 
+ 
+$(1,902,081) 
+$(1,396,315)
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Net income
+ 
+ 
+- 
+ 
+ 
+- 
+ 
+ 
+- 
+ 
+ 
+561,178 
+ 
+ 
+561,178 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Balances, June 28, 2020
+ 
+ 
+4,047,502 
+ 
+$8,095 
+ 
+$497,671 
+ 
+$(1,340,903) 
+$(835,137)
+ 
+ 
+ 
+ 
+ 
+Common 
+ 
+ 
+Additional
+ 
+ 
+ 
+ 
+ 
+
+For the 13-week periods -
+ 
+Shares
+ 
+ 
+Stock
+Amount
+ 
+ 
+Paid-in 
+Capital
+ 
+ 
+Accumulated
+(Deficit)
+ 
+ 
+Total
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Balances, April 4, 2021
+ 
+ 
+4,047,502 
+ 
+$8,095 
+ 
+$497,671 
+ 
+$(1,073,165) 
+$(567,399)
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Net income
+ 
+ 
+- 
+ 
+ 
+- 
+ 
+ 
+- 
+ 
+ 
+212,516 
+ 
+ 
+212,516 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Balances, July 4, 2021
+ 
+ 
+4,047,502 
+ 
+$8,095 
+ 
+$497,671 
+ 
+$(860,649) 
+$(354,883)
+ 
+ 
+ 
+ 
+ 
+Common 
+ 
+ 
+Additional
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+Shares
+ 
+ 
+Stock
+Amount
+ 
+ 
+Paid-in 
+Capital
+ 
+ 
+Accumulated
+(Deficit)
+ 
+ 
+Total
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Balances, March 29, 2020
+ 
+ 
+4,047,502 
+ 
+$8,095 
+ 
+$497,671 
+ 
+$(2,018,325) 
+$(1,512,559)
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Net income
+ 
+ 
+- 
+ 
+ 
+- 
+ 
+ 
+- 
+ 
+ 
+677,422 
+ 
+ 
+677,422 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Balances, June 28, 2020
+ 
+ 
+4,047,502 
+ 
+$8,095 
+ 
+$497,671 
+ 
+$(1,340,903) 
+$(835,137)
+ 
+See Notes to Condensed Consolidated Financial Statements 
+ 
+ 
+F-20
+
+Table of Contents
+ 
+BT BRANDS, INC. AND SUBSIDIARIES
+
+CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
+
+(Unaudited)
+ 
+ 
+ 
+26 Weeks 
+Ended
+ 
+ 
+26 Weeks 
+Ended
+ 
+
+ 
+ 
+July 4, 
+2021
+ 
+ 
+June 28, 
+2020
+ 
+
+CASH FLOWS FROM OPERATING ACTIVITIES
+ 
+ 
+ 
+ 
+ 
+ 
+
+Net Income
+ 
+$347,440 
+ 
+$561,178 
+
+Adjustments to reconcile net income to net cash provided by operating activities-
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Depreciation and amortization
+ 
+ 
+113,394 
+ 
+ 
+90,920 
+
+Amortization of debt issuance costs included in interest expense
+ 
+ 
+54,205 
+ 
+ 
+2,568 
+
+Deferred taxes 
+ 
+ 
+28,000 
+ 
+ 
+(11,788)
+Noncash interest income
+ 
+ 
+- 
+ 
+ 
+(64,200)
+Payment on in-kind interest
+ 
+ 
+- 
+ 
+ 
+39,368 
+
+Impairment of assets held for sale
+ 
+ 
+- 
+ 
+ 
+100,000 
+
+Changes in operating assets and liabilities - 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Receivables
+ 
+ 
+(12,721) 
+ 
+(3,511)
+Inventory
+ 
+ 
+(9,913) 
+ 
+(544)
+Prepaid expenses and other current assets
+ 
+ 
+(5,888) 
+ 
+3,967 
+
+Accounts payable
+ 
+ 
+127,814 
+ 
+ 
+(41,013)
+Unearned vendor rebate
+ 
+ 
+- 
+ 
+ 
+(2,446)
+Accrued expenses
+ 
+ 
+(161,074) 
+ 
+47,400 
+
+Income taxes payable
+ 
+ 
+14,994 
+ 
+ 
+154,701 
+
+Net cash provided by operating activities
+ 
+ 
+496,251 
+ 
+ 
+876,600 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+CASH FLOWS FROM INVESTING ACTIVITIES
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Purchase of property and equipment
+ 
+ 
+(67,003) 
+ 
+(16,393)
+Net cash used in investing activities
+ 
+ 
+(67,003) 
+ 
+(16,393)
+CASH FLOWS FROM FINANCING ACTIVITIES
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Proceeds from long-term debt
+ 
+ 
+3,107,100 
+ 
+ 
+77,500 
+
+Principal payments on long-term debt
+ 
+ 
+(3,077,784) 
+ 
+(104,656)
+Payment of debt issuance costs
+ 
+ 
+(49,699) 
+ 
+- 
+
+Payment of deferred offering costs
+ 
+ 
+(9,192) 
+ 
+- 
+
+Net cash used in financing activities
+ 
+ 
+(29,575) 
+ 
+(27,156)
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+CHANGE IN CASH 
+ 
+ 
+399,673 
+ 
+ 
+833,051 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+CASH, BEGINNING OF PERIOD
+ 
+ 
+1,321,244 
+ 
+ 
+258,101 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+- 
+
+CASH, END OF PERIOD
+ 
+$1,720,917 
+ 
+$1,091,152 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Cash paid for interest
+ 
+$68,700 
+ 
+$49,204 
+
+Cash paid for income taxes
+ 
+$92,006 
+ 
+$- 
+
+ 
+See Notes to Condensed Consolidated Financial Statements 
+ 
+ 
+F-21
+
+Table of Contents
+ 
+BT BRANDS, INC.
+NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+(Unaudited)
+ 
+<ix:nonNumeric id="fid_347" contextRef="From2021-01-04to2021-07-04" name="us-gaap:
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/BYRN_byrna_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/BYRN_byrna_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..dbf7f57931852a5029121629f17f5fd8ddfd175b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/BYRN_byrna_prospectus_summary.txt
@@ -0,0 +1 @@
+prospectus summary. Some of these principal risks include the following: We have a limited operating history on which you can evaluate our business, and we have a history of operating losses; We may require additional capital in the future to support our operations and growth plans; If we are unable to successfully implement our business plan for the sale of the Byrna HD, our revenue growth could be slower than we expect and our business, operating results and financial condition could be adversely affected; We depend on the sale of the Byrna HD and on maintaining and strengthening our brand; We depend on third-party suppliers including sole source providers for certain components and for all of our chemical irritant projectiles; We are subject to extensive regulation, non-compliance with which could result in fines, penalties and other costs and liabilities; If we deliver products with defects, we may be subject to product recalls or negative publicity, our credibility may be harmed; market acceptance of our products may decline, and we may be exposed to liability; Product liability lawsuits and other litigation against us could cause us to incur substantial liabilities and to limit commercialization of any products that we may develop; The markets for security products and defense technology are in a state of technological change which could have a material adverse impact on our business, financial condition and results of operations; Macroeconomic risks, such as general economic conditions and epidemic and pandemic diseases (including the COVID-19 pandemic), could have a material adverse effect on our business, financial condition, results of operations, cash flows, and ability to comply with regulatory requirements; Our performance is influenced by a variety of economic, social, and political factors; We are subject to extensive regulation and could incur fines, penalties and other costs and liabilities under such requirements; See accompanying notes to the unaudited condensed consolidated financial statements. F-5 BYRNA TECHNOLOGIES INC. Condensed Consolidated Statements of Cash Flows (Amounts in thousands) (Unaudited) For the Six Months Ended May 31, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) for the period $ 1,765 $ (10,346 ) Adjustments to reconcile net (income) loss to net cash used in operating activities: Stock-based compensation expense 1,546 648 Forgiveness of Paycheck Protection Program loan (190 ) Accretion of debt discounts 755 Loss on extinguishment of debt 6,027 Warrant inducement 845 Write-down of inventory 177 3 Issuance of common shares for services 119 Shares to be issued for services 43 Depreciation and amortization 217 77 Amortization of debt issuance costs 9 Operating lease costs 83 29 Selling loss on sales-type lease 33 Changes in assets and liabilities, net of acquisition: Accounts receivable 138 82 Deferred revenue (3,227 ) 137 Inventory (1,407 ) (239 ) Prepaid expenses and other current assets 422 (48 ) Net investment in sales-type lease (6 ) Other assets (1 ) Accounts payable and accrued liabilities (2,358 ) 147 Operating lease liabilities (65 ) (130 ) Accrued interest 234 NET CASH USED IN OPERATING ACTIVITIES (2,864 ) (1,617 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of patent rights (37 ) (80 ) Cash paid for Roboro acquisition, net of cash acquired (489 ) Cash paid for asset acquisition, net of cash acquired (3,702 ) Purchases of property and equipment (116 ) (147 ) NET CASH USED IN INVESTING ACTIVITIES (3,855 ) (716 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from warrant exercises 1,217 3,218 Proceeds from stock option exercises 35 Payment of debt issuance costs (83 ) Proceeds from Roboro sellers for common stock 500 Proceeds from Paycheck Protection Program loan 190 Proceeds from line of credit 1,500 NET CASH PROVIDED BY FINANCING ACTIVITIES 2,669 3,908 Effects of foreign currency exchange rate changes (261 ) 58 NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH FOR THE PERIOD (4,311 ) 1,633 CASH AND RESTRICTED CASH, BEGINNING OF PERIOD 9,656 1,174 CASH AND RESTRICTED CASH, END OF PERIOD $ 5,345 $ 2,807 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid $ 1 We are responsible for the information contained in this prospectus. You should rely only on the information contained in this prospectus and in any related free writing prospectus prepared by or on behalf of us. Neither we, nor the underwriters, have authorized anyone to provide you with information different from, or in addition to, the information contained in this prospectus or any related free writing prospectus. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, results of operations, and prospects may have changed since that date. For Investors Outside the United States Neither we nor the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. Persons outside the United States are required to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. Trademark Notice Byrna , our logo, Live Safe , and Learn Safe are registered or common law trademarks of Byrna Technologies Inc. This prospectus contains references to our trademarks, both registered and common law, and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the or symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and trade names. All other brand names, trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. We do not intend our use or display of other companies trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Industry, Market, and Other Data This prospectus includes estimates, projections, and other information concerning our industry and market data, including data regarding the estimated size of the market, projected growth rates, trends and perceptions and preferences of consumers. We obtained this data from industry sources, third-party studies, including market analyses and reports, and internal company data. Industry sources generally state that the information contained therein has been obtained from sources believed to be reliable. Although we are responsible for all of the disclosure contained in this prospectus, and we believe the industry and market data to be reliable as of the date of this prospectus, this information could prove to be inaccurate. We have not independently verified data from these sources or obtained third-party verification of market share data and this information may not be reliable. In addition, these sources may use different definitions of the relevant markets. Data regarding our industry is intended to provide general guidance, but is inherently imprecise. 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical or current fact included in this prospectus are forward looking statements. Forward-looking statements refer to our current expectations and projections relating to our financial condition, results of operations, plans, objectives, strategies, future performance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as anticipate, assume, believe, can have, contemplate, continue, could, design, due, estimate, expect, forecast, goal, intend, likely, may, might, objective, plan, predict, project, potential, seek, should, target, will, would, and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operational performance or other events. For example, all statements we make relating to our estimated and projected costs, expenditures, and growth rates, our plans and objectives for future operations, growth, or initiatives, or strategies are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expect and, therefore, you should not unduly rely on such statements. The risks and uncertainties that could cause those actual results to differ materially from those expressed or implied by these forward-looking statements include but are not limited to the following: We have a limited operating history on which you can evaluate our business, and we have a history of operating losses; We may require additional capital in the future to support our operations and growth plans; If we are unable to successfully implement our business plan for the sale of Byrna HD, our revenue growth could be slower than we expect and our business, operating results and financial condition could be adversely affected; We depend on the sale of the Byrna HD and on maintaining and strengthening our brand; We depend on third-party suppliers including sole source providers for certain components and for all of our chemical irritant projectiles; We are subject to extensive regulation, non-compliance with which could result in fines, penalties and other costs and liabilities; If we deliver products with defects, we may be subject to product recalls or negative publicity, our credibility may be harmed, market acceptance of our products may decline, and we may be exposed to liability; Product liability lawsuits and other litigation against us could cause us to incur substantial liabilities and to limit commercialization of any products that we may develop in the future; The markets for security products and defense technology are in a state of technological change which could have a material adverse impact on our business, financial condition and results of operations; 3 Macroeconomic risks, such as general economic conditions and epidemic and pandemic diseases (including the COVID-19 pandemic), could have a material adverse effect on our business, financial condition, results of operations, cash flows, and ability to comply with regulatory requirements; Our performance is influenced by a variety of economic, social, and political factors; We are subject to extensive regulation and could incur fines, penalties and other costs and liabilities under such requirements; If we are unable to protect our intellectual property, we may lose a competitive advantage or incur substantial litigation costs to protect our rights; Our trading market is limited, and the trading market for our common stock may not develop or be sustained; Our stock price may be volatile or may decline, including due to factors beyond our control, resulting in substantial losses for investors purchasing shares in this offering; and Purchasers in this offering will experience immediate and substantial dilution. We make many of our forward-looking statements based on our operating budgets and forecasts, which are based upon assumptions made by management. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. See the Risk Factors section and elsewhere in this prospectus for a more complete discussion of the risks and uncertainties mentioned above and for discussion of other risks and uncertainties we face that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in this prospectus and hereafter in our other SEC filings and public communications. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties. We caution you that the risks and uncertainties identified by us may not be all of the factors that are important to you. Furthermore, the forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law. 4 PROSPECTUS SUMMARY The following summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read the entire prospectus, including the consolidated financial statements and the related notes included in this prospectus and the information set forth under the headings Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations. Unless the context requires otherwise, the words Byrna, we, company, us, and our refer to Byrna Technologies Inc. and its subsidiaries, as applicable. Company Overview We are a non-lethal defense technology company specializing in innovative, next-generation solutions for security situations that do not require the use of lethal force. Our mantra is Live Safe, and our core mission is to empower people to safely embrace life. We seek to fulfill our mission by developing easy-to-use self-defense tools that are designed to allow people to live more safely. We are also focused on providing law enforcement and private security customers with non-lethal alternatives to firearms that are intended to reduce shootings and facilitate trust with the communities they serve. Our product portfolio includes: The Byrna line of handheld personal security devices designed for use by consumers and professional security customers; A line of projectiles that are fired by Byrna devices, including chemical irritant, kinetic and inert rounds; and Accessories and related products, including compressed carbon dioxide (CO2) canisters, sighting systems, holsters and Byrna-branded apparel. Our flagship personal security device, the Byrna HD, is a powerful and effective non-lethal self-defense device that is powered by CO2 and fires .68 caliber kinetic and chemical irritant projectiles that are designed to disable a threat from a standoff distance of up to 60 feet. Our products are sold in both the consumer and security professional markets. In the consumer market, our solutions are designed to provide ordinary civilians with an effective, non-lethal tool to disable, disarm and deter would be assailants and to escape harm s way. In the professional market, our products are designed to provide domestic and international law enforcement agencies, corrections and custodial officers, private security professionals, private investigators and other professional security users with a practical, non-lethal option to address threats and resolve conflicts without the need to resort to lethal force. Our products can be purchased in most U.S. locations quickly, simply and discreetly, without the requirement for a license, background check or waiting period. Our strategy is to establish Byrna as a consumer lifestyle brand associated with the confidence people can achieve by knowing they can protect themselves, their loved ones and those around them. We believe we have a significant opportunity to leverage the Byrna brand 5 to expand our product line, broaden our user base and generate increasing sales from new and existing customers. Our Market Opportunity In the consumer market, our products are designed to provide peace of mind and protection, while reducing the risk of potentially fatal mistakes that can have life-altering legal, financial and psychological consequences. Importantly, our products are designed to appeal to the needs of gun owners and non-gun owners alike. There are approximately 82 million gun owners in the U.S., according to data from Gallup and the United States Census Bureau. We believe our products offer gun owners an attractive option a truly effective personal safety device, with a familiar look and feel of a firearm, but without the higher risk of potentially fatal mistakes or accidents. For the remaining 173 million adults in the United States who do not own a gun, our products are designed to provide a safe, effective and non-lethal way to protect themselves and their families. The professional market represents a significant opportunity for our non-lethal security products. Domestically, there are approximately 917,000 police officers, detectives and criminal investigators, according to the U.S. Bureau of Labor Statistics. Incidents of police shootings and deaths related to the use of conductive energy devices have become a growing problem in the United States, leading to loss of life, civil unrest and distrust between police officers and civilians. According to The Washington Post, there have been over 6,300 police shootings since 2015, and a Reuters examination found that more than 1,000 people in the U.S. have died after police stunned them with conductive energy devices, with the conductive energy device ruled to be a cause or contributing factor in over 150 of those deaths. Given the human, social and financial impacts of these fatal events, law enforcement organizations are seeking non-lethal tools that can safely protect the officer and the community and de-escalate dangerous situations without having to resort to deadly force. Beyond law enforcement, there are a number of other security-related professions in the United States that we believe are prime candidates for our Byrna HD device, including 800,000 private security guards, 346,000 corrections officers and 90,000 private detectives, based on data from the U.S. Bureau of Labor Statistics. We are also targeting the international professional security market, which we believe is multiple times larger than the U.S. market. There are approximately 10 million police officers located in the top 30 international countries based on police population, according to data compiled by World Atlas. In addition, there are an estimated 19 million international private security workers, according to The Guardian. Our Competitive Strengths We believe the following strengths distinguish us from our competitors and position us for a leadership position in the non-lethal personal security market: Effective, Non-Lethal Solution. The Byrna HD is a practical, non-lethal solution for the consumer and professional security markets. The device is lightweight, compact, cost-effective and can be fired multiple times from a safe range of up to 60 feet, while ensuring a lower likelihood of unintended consequences, such as death or serious injury. Emerging Lifestyle Brand. We are striving to establish Byrna as a leading consumer lifestyle brand associated with safety, confidence and control. We believe our brand has strong loyalty among our customer base, and accordingly, these 6 customers are more likely to purchase Byrna-branded products and recommend them to their friends and families. Passionate User Base. In just two years, we have built a loyal user base of over 63,000 e-commerce customers and over 137,000 subscribers to our marketing list, which we refer to as Byrna Nation. As we seek to expand our business, we will stay focused on maintaining the satisfaction and support of Byrna Nation. Broad Market Applicability. Our products are designed to address a wide array of markets, customer segments and geographies. We believe the broad-based appeal of our products has the potential to expand our total addressable market and unlock attractive opportunities for our future growth. Razor / Razor Blade Model. Once we sell a launcher to a customer, we are able to sell that same customer projectiles and accessories over the lifetime of their product. Additionally, we believe that as we introduce new launchers, our existing customers will be likely candidates to upgrade to these new and enhanced versions. Socially Responsible Solution. We recognize that on one hand there is a growing desire for safety and security in the United States, and on the other hand, an epidemic of gun violence exists in this country. We believe that Byrna offers a safe and effective alternative to lethal firearms and as such, is part of the solution to the growing epidemic of gun violence in America. We believe we have the right product at the right time to address one of America s greatest challenges. Our Growth Strategy The following are the key pillars of our growth strategy that we believe will enable us to establish Byrna as a leading solutions provider in the non-lethal security market: New Product Innovation. Over the next 24 months, we plan to introduce seven new launchers and new projectiles including practice projectiles that are environmentally friendly, projectiles that can be fired from a 12 gauge shotgun (potentially opening up to Byrna to an estimated 100 million existing shotguns, extrapolated based on historical information according to gunpolicy.org) and various accessories such as holsters, sighting systems, flashlights and cameras that are designed to enhance the Byrna user experience. New Sales Channels and Marketing Programs. We plan to launch an Amazon digital storefront within the next three months. We also plan to deepen and broaden our relationships with our network of dealers and distributors. Law Enforcement Penetration. We see an attractive opportunity to serve the law enforcement market, both domestically and internationally. With the planned introduction of the Byrna LE, we have for the first time a launcher specifically designed for the professional-grade needs of the law enforcement community. School Safety Enablement. We recently launched the Learn Safe school safety program, designed to enable school personnel, such as school resource officers and security guards, to handle threats that may arise in educational facilities throughout the country without the risks associated with using deadly force inside a school with hundreds or even thousands of students. 7 Strategic Acquisitions. We have successfully used acquisitions to broaden our product line and accelerate our growth plans, and we expect this strategy to continue. For example, in May 2021, we acquired Mission Less Lethal, which provided us with a highly regarded line of non-lethal rifles, valuable intellectual property rights and a more established presence in the law enforcement market. Selected Risks Associated with Our Business Our business is subject to a number of risks and uncertainties, including those highlighted in the section titled Risk Factors immediately following this prospectus summary. Some of these principal risks include the following: We have a limited operating history on which you can evaluate our business, and we have a history of operating losses; We may require additional capital in the future to support our operations and growth plans; If we are unable to successfully implement our business plan for the sale of the Byrna HD, our revenue growth could be slower than we expect and our business, operating results and financial condition could be adversely affected; We depend on the sale of the Byrna HD and on maintaining and strengthening our brand; We depend on third-party suppliers including sole source providers for certain components and for all of our chemical irritant projectiles; We are subject to extensive regulation, non-compliance with which could result in fines, penalties and other costs and liabilities; If we deliver products with defects, we may be subject to product recalls or negative publicity, our credibility may be harmed; market acceptance of our products may decline, and we may be exposed to liability; Product liability lawsuits and other litigation against us could cause us to incur substantial liabilities and to limit commercialization of any products that we may develop; The markets for security products and defense technology are in a state of technological change which could have a material adverse impact on our business, financial condition and results of operations; Macroeconomic risks, such as general economic conditions and epidemic and pandemic diseases (including the COVID-19 pandemic), could have a material adverse effect on our business, financial condition, results of operations, cash flows, and ability to comply with regulatory requirements; Our performance is influenced by a variety of economic, social, and political factors; We are subject to extensive regulation and could incur fines, penalties and other costs and liabilities under such requirements; See accompanying notes to the unaudited condensed consolidated financial statements. F-5 BYRNA TECHNOLOGIES INC. Condensed Consolidated Statements of Cash Flows (Amounts in thousands) (Unaudited) For the Six Months Ended May 31, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) for the period $ 1,765 $ (10,346 ) Adjustments to reconcile net (income) loss to net cash used in operating activities: Stock-based compensation expense 1,546 648 Forgiveness of Paycheck Protection Program loan (190 ) Accretion of debt discounts 755 Loss on extinguishment of debt 6,027 Warrant inducement 845 Write-down of inventory 177 3 Issuance of common shares for services 119 Shares to be issued for services 43 Depreciation and amortization 217 77 Amortization of debt issuance costs 9 Operating lease costs 83 29 Selling loss on sales-type lease 33 Changes in assets and liabilities, net of acquisition: Accounts receivable 138 82 Deferred revenue (3,227 ) 137 Inventory (1,407 ) (239 ) Prepaid expenses and other current assets 422 (48 ) Net investment in sales-type lease (6 ) Other assets (1 ) Accounts payable and accrued liabilities (2,358 ) 147 Operating lease liabilities (65 ) (130 ) Accrued interest 234 NET CASH USED IN OPERATING ACTIVITIES (2,864 ) (1,617 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of patent rights (37 ) (80 ) Cash paid for Roboro acquisition, net of cash acquired (489 ) Cash paid for asset acquisition, net of cash acquired (3,702 ) Purchases of property and equipment (116 ) (147 ) NET CASH USED IN INVESTING ACTIVITIES (3,855 ) (716 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from warrant exercises 1,217 3,218 Proceeds from stock option exercises 35 Payment of debt issuance costs (83 ) Proceeds from Roboro sellers for common stock 500 Proceeds from Paycheck Protection Program loan 190 Proceeds from line of credit 1,500 NET CASH PROVIDED BY FINANCING ACTIVITIES 2,669 3,908 Effects of foreign currency exchange rate changes (261 ) 58 NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH FOR THE PERIOD (4,311 ) 1,633 CASH AND RESTRICTED CASH, BEGINNING OF PERIOD 9,656 1,174 CASH AND RESTRICTED CASH, END OF PERIOD $ 5,345 $ 2,807 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid $ 8 If we are unable to protect our intellectual property, we may lose a competitive advantage or incur substantial litigation costs to protect our rights; Our trading market is limited, and the trading market for our common stock may not develop or be sustained; Our stock price may be volatile or may decline, including due to factors beyond our control, resulting in substantial losses for investors purchasing shares in this offering; and Purchasers in this offering will experience immediate and substantial dilution. Corporate Information We were incorporated in Delaware on March 1, 2005 under the name Security Devices International Inc. On February 26, 2020, we filed an amendment to our Certificate of Incorporation with the Secretary of State of Delaware changing our name, effective March 4, 2020, to Byrna Technologies Inc. Effective December 19, 2019, we dissolved our wholly-owned subsidiary Security Devices International Canada Corp ( SDICC ). We currently have two wholly-owned subsidiaries, Byrna South Africa (Pty) Ltd. ( Byrna South Africa ) and Roboro Industries Pty LTD ( Roboro ). On May 5, 2020, we acquired all of the issued and outstanding equity interests of Roboro and, as a result, Roboro became our wholly-owned subsidiary. During the year ended November 30, 2020, we utilized Roboro exclusively as a manufacturing and assembly supplier for our products until such operations were assumed by Byrna South Africa. On April 27, 2021, we effected a 10-for-1 reverse stock split of our common stock (the Reverse Stock Split ) with exercise prices for our outstanding warrants and stock options appropriately adjusted. As of May 31, 2021, we had an aggregate of 20,693,521 shares of our common stock outstanding. Effective May 12, 2021, we entered into an Asset Purchase Agreement (the APA ) to purchase certain assets used in designing, developing, manufacturing, licensing, and selling of products and services in or for the Mission Less Lethal brand from Kore Outdoor (U.S.) Inc., a Delaware corporation ( Kore ), a wholly owned subsidiary of Kore Outdoor Inc., a Canadian corporation ( Parent ). The transaction was accounted for as an asset acquisition, with estimated $3.7 million total cost of which $0.2 million were acquisition related expenses. The APA contains certain customary representations, warranties, and covenants of the parties, including a guaranty by Parent of certain obligations of Kore. Pursuant to the APA, among other things, (i) we acquired a fully paid, royalty-free, exclusive, sublicensable, irrevocable, world-wide right and license (to be used in the less than lethal field) to and under certain intellectual property related to certain products, and (ii) we agreed to enter into a supply agreement with Kore providing for the sale from Kore to us of certain products. With this asset acquisition, we now offer the full Mission Less Lethal product line, including the MLR, Mission 4, TPR and TCR launchers. Our principal executive and administrative offices are located at 100 Burtt Road, Suite 115, Andover, MA 01810, and our telephone number is (978) 868-5011. Our website address is byrna.com. The information on, or that can be accessed through, our website is not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus. 9
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CCC_ccc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CCC_ccc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CCC_ccc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CDAUF_compass_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CDAUF_compass_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0ca9d7bbe3fc8824451aa0bd3e226b75812a60b9
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CDAUF_compass_prospectus_summary.txt
@@ -0,0 +1 @@
+summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "we," "us," "company" or "our company" are to Compass Digital Acquisition Corp., a Cayman Islands exempted company; "Companies Act" are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; "directors" are to our current directors and director nominees; "founder shares" are to Class B ordinary shares purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; "initial shareholders" are to holders of our founder shares including the sponsor; "management" or our "management team" are to our officers and directors; "ordinary shares" are to our Class A ordinary shares and our Class B ordinary shares; "private placement warrants" are to the warrants issued to our sponsor in a private placement that will close concurrently with the closing of this offering; "public shares" are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public shareholders" are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares/units, provided that each initial shareholder s and member of our management team s status as a "public shareholder" will only exist with respect to such public shares; "public warrants" are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "SEC" are to the U.S. Securities and Exchange Commission; "sponsor" are to Compass Digital SPAC LLC, a Delaware limited liability company; "sponsor members" are certain funds and accounts managed by or affiliated with Sea Otter Securities Group LLC, Sculptor Capital LP, Meteora Capital LLC, Magnetar Financial LLC, Greytail Cove I LLC, Major Tom Private Capital, Atalaya Capital Management LP and Corbin Capital Partners, L.P., Radcliffe Capital Management, L.P., Basso SPAC Fund LLC and Citadel Advisors, each of which has indicated an interest in purchasing units in this offering and will be a member in our sponsor and will have an indirect beneficial interest in up to 150,000 founder shares (and one of whom, in addition, will have an indirect beneficial interest in 186,666 private placement warrants) upon the closing of this offering if it participates in this offering pursuant to such expression of interest, all as described in this prospectus. None of those funds or accounts is a managing member of our sponsor, nor do they have any management authority with respect to our sponsor. For more information with respect to the forfeiture of indirect beneficial interests, see "The Offering—Expression of Interest"; and "warrants" are to our public warrants and private placement warrants. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. 1 Table of Contents Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a blank check company incorporated on March 8, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination target in any industry, we intend to focus our search on companies in the technology sectors, including in the technology led digital transformation software and services sector. Our management team has convened with our advisors and nominated directors to focus on the attractive opportunity within the Technology Services and Software industry, where we have deep operational, executive, and investment experience. Abidali Neemuchwala (Abid), our Chairman and CEO, is the former CEO of Wipro, one of the largest, publicly traded, global IT services firms. Burhan Jaffer, our CFO, is a seasoned senior executive of global technology services companies and most recently served as Chief Strategy and Corporate Development Officer at Conduent, a leading business process services firm serving primarily US clients. Our advisors and nominated directors include Vikram S. Pandit, a preeminent leader in the financial services industry who has previously served as CEO of Citigroup, and Steven Freiberg, who has previously served as Co-Chairman and CEO of Citigroup s Global Consumer Group. We will also leverage the expertise of our other nominated directors and advisors, Jon Zieger, Admiral Bill Owens, Deborah C. Hopkins, Satish Gupta and Amit Airen. We believe our experience as operators within the Technology Services and Software industry and our history of successfully acquiring, integrating, and growing technology companies positions us as an attractive partnership opportunity for target companies. Our Management Team Our team has a long history of successfully scaling businesses and delivering shareholder value. Collectively, we possess a wide-ranging set of competencies, including extensive operating experience in public and private market contexts, financial acumen and an extensive track record of growth and value creation. Abid Neemuchwala, our Chairman and CEO, is the former CEO of Wipro, one of the largest global IT services firms in the world with over 185,000 employees and over $8 billion in annual revenue as of December 31, 2020. During his tenure from February 2016 to June 2020, Mr. Neemuchwala grew Wipro s revenue from its digital business at a compound annual growth gate ("CAGR") of 27% from approximately $1.3 billion of revenue for the first quarter of 2017 on an annualized basis to approximately $3 billion in revenue for the fiscal year ended 2020 through organic growth and acquisitions. Over that period, Wipro s revenue from its digital business grew from less than 18% of total revenue in fiscal year 2017 to 41% of total revenue in fiscal year 2020. In addition, the company deployed approximately $1.2 billion for mergers and acquisitions and $250 million of venture capital in Wipro Ventures under his leadership, as it sought to scale digital revenues and add complementary offerings to the larger Wipro organization. During his tenure, Wipro also gained significant momentum and value accretion in terms of brand strength. In 2018, Wipro was ranked 5th in brand awareness in digital transformation services according to ITSMA and in 2019, Wipro s brand was ranked in the top five strongest brands in IT services by Brand Finance. Prior to his leadership role at Wipro, Mr. Neemuchwala built and managed Tata Consultancy Services Business Process Outsourcing (BPO) business, which he grew to more than $1.8 billion in annual revenue in fiscal year 2015, from less than $400 million in fiscal year 2009. Under his leadership, the BPO business was one of the fastest growing segments within the overall TCS organization. To enable such industry leading growth, Mr. Neemuchwala deployed a platform-based strategy acquiring Citigroup s back-office operations in India (Citigroup Global Services Limited ("CGSL"), which was later renamed TCS eServe Ltd). Mr. Neemuchwala digitally transformed these operations, improving margins from 12% in its acquisition in fiscal year 2009 to 43% in fiscal year 2013. 2 Table of Contents Among other leadership roles held, Mr. Neemuchwala served on the board of directors of Virtusa Corporation from June 2020 to February 2021 while it was a public company, and was part of the team that oversaw its $2 billion sale to private equity firm Baring Private Equity Asia which closed in January 2021. Mr. Neemuchwala is also a Co-Founder and Director in Dallas Venture Capital, a venture fund that has a presence in US and India. Burhan Jaffer, our CFO, was most recently the Chief Strategy and Corporate Development Officer at Conduent, a leading global technology services company with annual revenues in excess of $4 billion during fiscal year 2020 and over 62,700 employees as of December 31, 2020. In this capacity, Mr. Jaffer led the approximately $5 billion spinoff of the software and services business from Xerox in 2016, as well as oversaw activities related to setting up Conduent as a public company listed on the NYSE. In his role, Mr. Jaffer had responsibility and oversight for all aspects of corporate strategy, mergers, acquisitions, capital allocation, investments, and inorganic growth. He also played a leading role in the comprehensive corporate turnaround, debt financing and enterprise transformation program. The enterprise transformation program resulted in over $800 million of savings over five years from fiscal year 2016 to fiscal year 2020. Before joining Conduent, Mr. Jaffer spent 12 years with Infosys, a leading global provider of technology and consulting services, holding several leadership roles. Mr. Jaffer oversaw a variety of strategic investment decisions, special projects and was the architect of its investment philosophy and business model innovation thesis for the strategic reboot of Infosys. In his last leadership role at Infosys, he led the Corporate Finance, Mergers, Acquisitions, and Investments team. Under his stewardship, Infosys developed and launched a $500 million venture fund in 2015 for investing in early-stage start-ups engaged in disruptive technologies such as wearables (Whoop), big data (Trifacta), AI/ML (Trifacta, Waterline Data Science, Unsilo), Cloud (CloudEndure), Unmanned Aerial Vehicle/Drone solutions (Ideaforge), Platform-as-a-Service (Tidalscale), clean tech (Airviz) and AR/VR (DWA Nova). Prior to that, Mr. Jaffer served as a Portfolio CFO at Infosys across multiple business lines, with approximately $4 billion in aggregate revenue from fiscal year 2013 to 2016. Mr. Jaffer is an active social impact investor and part of the MIT-Solve community as a mentor, coach, angel investor and Solver. He is also a venture partner with a NYC based boutique VC, a Board Member for Mission Society and on the Regional Advisory Council for Bottom Line. Our Advisors and Board of Directors Our senior management team is complemented by our advisors and board of directors, who bring significant operating and investing experience and valuable networks across relevant industries. Our Advisors Vikram S. Pandit, Senior Advisor, is Chairman and CEO of The Orogen Group. Mr. Pandit is also the former CEO of Citigroup Inc., a position he held from December 2007 until October 2012. Prior to that, he had been Chairman and CEO of Citi Alternative Investments. Mr. Pandit began his career at Morgan Stanley as an associate in 1983 and eventually became President and COO of the company s institutional securities and investment banking businesses in 2000. Mr. Pandit currently serves as a Director of ExlService Holdings, Inc., in addition to various private companies. Orogen is also an investor in the technology services sector, including a minority investment in ExlService; and, until recently, Virtusa Corporation. Orogen recently exited its investment in Virtusa in connection with the $2 billion sale of the company to Baring Private Equity Asia, which closed in February 2021. Amit Airen, Advisor, has spent over 26 years of his career working in the institutional securities business at Wall Street firms and has held senior positions at Deutsche Bank, Nomura, J.P. Morgan and Lehman Brothers. In his most recent leadership role at Deutsche Bank, Mr. Airen was head of equity market risk for Americas; and in this capacity was a voting member of the Equity Commitment Committee that approved the firm s participation in all equity capital market transactions. Prior to Deutsche, Mr. Airen was head of equity and FX market risk at Nomura from 2010 to 2013. Mr. Airen holds an MBA in finance from the Kelly School of Business at Indiana University, and also earned a BE in Electronics Engineering from National Institute of Technology, India. 3 Table of Contents Our Board Satish Gupta, Director, provides an investment management perspective and is familiar with running accelerated target evaluation processes. Mr. Gupta is founder and CEO of SB International, one of the largest international products suppliers and processors of pipe and tubing for the oil and gas industry. Mr. Gupta is also President and Chairman of Gupta Capital Group, a leader in the energy and specialty steel sectors with a diversified portfolio of eight successful businesses. Over two decades of deal making, Mr. Gupta has overseen numerous acquisitions totaling over $2 billion in transaction value. Steven Freiberg, Independent Director (Director Nominee), brings a wealth of fintech subject matter knowledge as well as evaluation expertise. Mr. Freiberg serves as the Chairman of Portage Financial Technology Acquisition Corp, a fintech focused SPAC, Board Vice Chairman of SoFi, Board Chairman of Fair Square Financial and Board Chairman of the Rewards Network as well as a Board member of MasterCard, and Purchasing Power and Regional Management Corporation. Previously, Mr. Freiberg served as the CEO of E*TRADE Financial Corporation, where he led the company back to profitability in the aftermath of the 2008 financial crisis. Mr. Freiberg also held multiple positions at Citigroup over a 30-year period, including serving as the Co-Chairman and CEO of Citigroup s Global Consumer Group. Finally, Mr. Freiberg serves as a Senior Advisor to The Boston Consulting Group, Verisk Analytics and Towerbrook Capital Partners LP. Mr. Freiberg s recent experience working on SoFi s 2020 acquisition of the NEO Bank Platform, Galileo, and merger with Social Capital Hedosophia Holdings V, brings invaluable expertise from a target perspective to demonstrate that Compass Digital will be an attractive partner for potential targets. Deborah C. Hopkins, Independent Director (Director Nominee), brings executive-level experiences in finance, technology and innovation across multiple industries that allow her to bring a unique view to support management teams in pursuit of growth. She is a member of the Board of Directors at Union Pacific, Marsh McLennan, Bridge Investment Group Holdings and privately held Deep Instinct. She is Vice-Chair of St. John s Health based in Jackson Hole, Wyoming. In 2008 Ms. Hopkins was appointed as Citigroup s first Chief Innovation Officer, moving to Silicon Valley in 2010 to found Citi Ventures and was its CEO until her retirement from Citigroup in 2016. Previously at Citigroup she was Chief Operations and Technology officer of the company and Senior Advisor to the Corporate and Investment Bank. Prior to joining Citigroup in 2003 as Head of Corporate Strategy and M&A, she was Chief Financial Officer at Lucent Technologies and The Boeing Company and held senior-level positions at General Motors in the US and Zurich and at Unisys Corporation, after starting her career at Ford. Ms. Hopkins was twice named to Fortune s 10 most powerful women in business. Ms. Hopkins is a former director of E.I. DuPont de Nemours & Company, Virtusa Corporation, Qlik Technologies, and Dendrite International. Ms. Hopkins holds a B.S. in Accounting from Walsh College and honorary doctorate degrees from Westminster College and Walsh College. Admiral Bill Owens, Independent Director (Director Nominee), possess unique private equity and global leadership experience that will be of value to the management team. Admiral Owens is the former Vice Chairman of the Joint Chiefs of Staff, the second-ranking military officer in the United States. Admiral Owens currently serves as the Executive Chairman of Red Bison, a provider of smart building technology. Admiral Owens served as Chairman of CenturyLink Telecom from 2009 to 2017 and Chairman of AEA Investors (Asia), a private equity firm, from 2006 to 2015. He also served as Vice Chairman of the New York Stock Exchange, Asia from 2012 to 2014 and Vice Chairman, CEO of Teledesic form 1998 to 2004, CEO of Nortel Networks Corporation from 2004 to 2005. Admiral Owens served as President, COO and Vice Chairman of SAIC from June 1996 to August 1998. Currently, Admiral Owens serves as director of Wipro Technologies, Tethr, TruU, Versium, Know Labs and Kyrrex. Jon Zieger, Independent Director (Director Nominee), brings to bear over 20 years of experience and expertise in the areas of corporate law, compliance, and public affairs for technology companies. Mr. Zieger is currently the Executive Director of Responsible Innovation Labs, Inc., a non-profit focused on helping the next generation of technology companies grow responsibly. Previously, Mr. Zieger served as General Counsel, Chief Compliance Officer and Global Head of Public Policy of Stripe, a leading online payments company, from 2012 to 2020. He also served as Associate General Counsel for Microsoft from 2003 to 2012, supporting the company s online services business, maps, mobile and commerce platform. Finally, Mr. Zieger was an attorney at Perkins Coie LLP from 1997 to 2003 in the technology business group. Mr. Zieger brings tremendous expertise to our board both from a governance standpoint as well as creating value for all stakeholders through accretive synergistic mergers and acquisitions transactions. 4 Table of Contents Our Transaction Team In addition to our management team, advisors and board of directors, we are supported by a capable and experienced transaction team provided by Gupta Capital Group and comprised of individuals with extensive backgrounds in finance, investing, mergers and acquisitions, and strategy, and bring deep expertise in evaluating and executing acquisitions. Our transaction team will greatly increase our capacity for deal sourcing, target due diligence, and transaction execution. Our Opportunity We believe the Technology Services and Software industry includes a wide range of attractive potential combination partners that can benefit from our strategic and operational expertise. International Data Corporation ("IDC") estimates the worldwide Technology market to be $3.3 trillion in 2021.1 Within the $3.3 trillion addressable market opportunity, we will prioritize opportunities that focus on the Digital Transformation Software and Services market, which, IDC estimates to be approximately $1 trillion in 2021, growing at a 16% CAGR from 2021-2024.2 We believe this is an attractive market because of the large size of the opportunity, the consistent focus by global enterprises, and the favorable competitive dynamics. Demand for digital transformation software and services is accelerating as more companies seek to leverage digital competencies to innovate their business models, products, and services, seamlessly blend digital and physical assets, and deliver differentiated experiences to customers, while also improving operational efficiency and performance. According to EY-Parthenon research, 63% of companies say they do not have a clearly defined digital strategy and approximately 65% say that a lack of skills and talent is the top reason why digital programs are stalling. We believe this presents an attractive market opportunity because of the large size of the opportunity that is growing at a significant pace. Meanwhile, the market for digital transformation software and services is rapidly evolving as a wide range of digital technologies become mainstream, driving a surge in demand for various areas of expertise, including cloud, software-as-a-service (SaaS) adoption, agile software development, artificial intelligence (AI), machine learning (ML), automation, data & analytics, Internet of Things (IoT), edge connectivity, blockchain, healthcare transformation and cybersecurity. Moreover, COVID-19 has emphasized the importance of digital transformation, as businesses have had to support virtual or remote operating environments. In fact, IDC estimates digital spend as a percentage of total technology spend is expected to reach 57% by 2024, up from 38% in 2019.3 This provides a unique opportunity for providers at the forefront of digital services to amplify their differentiation through focused vertical domain offerings and by leveraging next generation technology-enabled services to capture market share and grow profitably. We believe that firms with a high degree of automation, deep domain expertise, and AI/ML and Cloud capabilities, for example, are well positioned to benefit from these trends. 1 IDC, Worldwide Digital Transformation Spending Forecast, 2020-2024, December 2020 (#US46670620). 2 See Note 1 above. 3 See Note 1 above. 5 Table of Contents Our Business Strategy Our business strategy is to leverage our experience, capabilities and our collective networks to identify and complete our initial business combination. We will seek to: Utilize the collective networks and the industry relationships of our management, Advisors, and Board of Directors to source attractive business combination targets; Leverage our experience operating, investing in, and advising technology companies, to evaluate and prioritize potential opportunities; Utilize our dedicated transaction team resources to successfully execute an initial business combination; Once we have identified a target, apply our comprehensive, field-tested operational playbook to accelerate value creation by organically and inorganically growing the company and delivering shareholder value; Attract and support high quality management teams, including founder-led businesses, by emphasizing our differentiated SPAC platform and ability to bring to bear significant industry and operator expertise, experience in running large public companies, access to leadership talent, as well as our network of industry and customer relationships, to help accelerate business performance and increase shareholder value; and Maintain a target friendly mindset and a longer-term strategic outlook to maximize shareholder value. Our Criteria We have identified a set of general criteria and guidelines that we believe are important for analyzing prospective business combination partners, which we set forth below. We intend to use these criteria and guidelines to evaluate initial business combination opportunities, even though we may ultimately decide to enter into a business combination with a partner that does not meet these criteria or guidelines. Technology-first IT and digital transformation software or services provider, with significant share of its customer base in developed markets; Prioritize focus on business transformation, with exposure to digital technologies in high potential verticals; Strong prospects for future growth; Committed and capable management team whose interests are aligned with those of our investors and complement the expertise of our founders; and Disciplined cost structure with profitability from the outset. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations that our leadership team may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the Securities and Exchange Commission (the "SEC"). Our Acquisition Process In evaluating a prospective target business, we expect to conduct a robust and appropriate due diligence review including but not limited to, meetings with incumbent management and key employees, business plan, strategy, operational performance and other document reviews, interviews of customers and suppliers, inspection of facilities and delivery centers, review of intellectual property and/or intellectual capital as well as a review of financial, operational, legal and other information which will be made available to us as part of a due diligence process. 6 Table of Contents We are not prohibited from pursuing an initial business combination with a company that is affiliated with our officers, directors or advisors. In the event we seek to complete our initial business combination with a business that is affiliated with our officers, directors or advisors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view. Members of our management team may directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Our sponsor and its principals may from time to time become aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with us. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Our Competitive Strengths Our Extensive Operating Expertise Our officers and directors proven ability to drive business acceleration across various companies within the digital transformation and other sectors will enable us to better help our business combination partner grow and outperform in the long term. We believe the operational expertise of our management team allows us to conduct better target sourcing and due diligence, construct a better value-creation strategy and take greater responsibility for the combination s success and outperformance. We also believe our experience in running large public companies makes us uniquely attractive to founder-led businesses who want to remain highly engaged in the businesses, yet would benefit from our valuable insights across multiple facets of strategy, including but not limited to, scaling businesses, accelerating new logo wins, driving increased profitability, and building winning teams and strong cultures. Our Key Industry Relationships We believe the global experience and extensive relationships of our management team combined with our expert and highly engaged board of directors and advisors allows us to identify attractive opportunities and be viewed favorably by target businesses in need of strategic and operational advice and support. Our Proprietary Sourcing Capabilities We believe the relevant and unique insights and access of our management team and advisors, coupled with their broad networks across technology, banking, private equity and venture capital will enable us to identify differentiated and attractive market opportunities that best align with our skillset and value creation strategy. Our Team s Execution Track Record Our management and execution teams experience leading mergers, acquisitions, post-merger integration efforts and venture capital investing will allow us to quickly and efficiently evaluate and execute an initial business combination. Our extensive experience within corporate legal, compliance, and regulatory structures across both buy and sell side transactions will help us to successfully navigate the complexities associated with such a transaction. Our Founder Friendly Approach 7 Table of Contents We believe our philosophy of empowering management teams to achieve their full vision and potential, combined with our ability to understand their areas needing expertise as like-minded operators and act as a force-multiplier leveraging our available insights, talent, and resources, make us an attractive and differentiated partner for potential business combination targets. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination upon standards generally accepted by the financial community. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board of directors determines that outside expertise would be helpful or necessary in conducting such analysis. As any such opinion, if obtained, would only state that the fair market value meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of the target or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required by Schedule 14A of the Exchange Act, any proxy solicitation materials or tender offer documents that we will file with the SEC in connection with our initial business combination will include such opinion. We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire up to 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. 8 Table of Contents Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the closing of our initial business combination. Sourcing of Potential Business Combination Targets We believe our management team s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. This network has provided our management team with a flow of referrals that has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our management team will provide us important sources of investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. 9 Table of Contents Corporate Information Our executive offices are located at 3626 N Hall St, Suite 910, Dallas, Texas 75219, and our telephone number is 214-526-4423. Upon completion of this offering our corporate website address will be www.compassdigitalspac.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. 10 Table of Contents We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the aggregate worldwide market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to "emerging growth company" will have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million during such completed fiscal year and the aggregate worldwide market value of our ordinary shares held by non-affiliates did not equal or exceed $700 million as of the prior June 30. 11 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0000725929_b2digital_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0000725929_b2digital_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f407c3f325bf3c214c4a14b8774605608573ef6d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0000725929_b2digital_prospectus_summary.txt
@@ -0,0 +1 @@
+CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount Registered (1)(2)(3) Proposed Maximum Offering Price Per Share (4) Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, $0.00001 par value per share 625,000,000 $ 0.004 $ 2,500,000 $ 272.75 Common Stock, $0.00001 par value per share, issuable upon the exercise of the Warrant Shares (as defined below) 125,000,000 $ 0.02 $ 2,500,000 $ 272.75 Total 750,000,000 $ – $ $5,000,000 $ 545.50 * __________ * Previously paid. (1) This Registration Statement covers a direct public offering by the Company of up to 625,000,000 shares of our Common Stock. (2) All shares issuable upon the exercise of Warrant Shares (as defined below) registered pursuant to this Registration Statement are to be offered by the Selling Security Holder (as defined below). (3) This Registration Statement includes an indeterminate number of additional shares of Common Stock issuable for no additional consideration pursuant to any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration, which results in an increase in the number of outstanding shares of our Common Stock. In the event of a stock split, stock dividend or similar transaction involving our Common Stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(b) under the Securities Act of 1933, as amended (the "Securities Act"). (4) Pursuant to Rule 457(g) of the Securities Act, the Warrant Shares are exercisable at $0.02 per share. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(A) of the Securities Act or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(A), may determine. The information in this prospectus is not complete and may be changed. These securities may not be sold (except pursuant to a transaction exempt from the registration requirements of the Securities Act) until this Registration Statement filed with the SEC is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED FEBRUARY 2, 2021 B2DIGITAL, INCORPORATED 625,000,000 Shares of Common Stock $0.004 per share 125,000,000 Shares of Common Stock Issuable Upon the Exercise of Warrants This Prospectus relates to the offer of up to 625,000,000 shares of our Common Stock, par value $0.00001 per share (the "Shares") with an offering price of $0.004 per Share (with the resale of the Warrant Shares, the "Offering"). This Offering shall be conducted by the Company in a direct offering. Should all Shares being offered by the Company hereunder be sold, the Company would receive an aggregate of $2,500,000 at an offering price of $0.004 per Share. There is no minimum number of Shares that must be sold by us for the Offering to proceed, and we will retain the proceeds from the sale of any of the offered Shares.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0000822746_american_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0000822746_american_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..74681cabd64e8b3ec34d12c840e0119062823bef
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0000822746_american_prospectus_summary.txt
@@ -0,0 +1,877 @@
+Prospectus Summary – Recent Developments – Side Letter and Bill of Sale"
+and "Private Placements - March 2021 Private Placement of Shares of Series A Preferred Stock and March Warrant".
+
+ 
+
+Pursuant
+to the Notes and the Creditor Warrants, we granted the Creditors piggy-back registration rights to register the resale by the Creditors
+the shares of Common Stock issuable upon conversion of the Notes and the shares of Common Stock issuable upon exercise of the Creditor
+Warrants. Pursuant to the Notes and the Creditor Warrants, we agreed to, as soon as reasonably practicable but no later than ten days
+before the anticipated filing date of the registration statement under the Securities Act underlying the proposed filing of a registration
+statement related to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible
+into, equity securities, give written notice to the Creditors of such proposed offering and upon written request from the August Investor
+within five days after receipt of such notice, to include in such registration the shares underlying the Creditor Warrants.
+
+ 
+
+In
+order to satisfy the aforementioned obligations, the Company is filing this registration statement, of which this prospectus forms a
+part, in order to register for resale such Preferred Shares, Warrant Shares and Conversion Shares.
+
+ 
+
+Anti-Takeover
+Provisions
+
+ 
+
+Anti-Takeover
+Statute
+
+ 
+
+We
+are subject to Section 203 of the DGCL, which generally prohibits a publicly held Delaware corporation from engaging in any business
+combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder,
+with the following exceptions:
+
+ 
+
+ 
+ 
+ 
+ before
+ such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in
+ the stockholder becoming an interested stockholder;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ upon
+ completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned
+ at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining
+ the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, those shares owned (1) by
+ persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to
+ determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ on
+ or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting
+ of the stockholders, and not by written consent, by the affirmative vote of at least 66 2 3% of the outstanding voting stock
+ that is not owned by the interested stockholder.
+
+ 
+ 
+
+In
+general, Section 203 defines a "business combination" to include the following:
+
+ 
+
+ 
+ 
+ 
+ any
+ merger or consolidation involving the corporation and the interested stockholder;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ any
+ sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
+
+ 
+ 
+
+ 42
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ subject
+ to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation
+ to the interested stockholder;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ any
+ transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series
+ of the corporation beneficially owned by the interested stockholder; or
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ the
+ receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or
+ through the corporation.
+
+ 
+ 
+
+In
+general, Section 203 defines an "interested stockholder" as an entity or person who, together with the person s affiliates
+and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own,
+15% or more of the outstanding voting stock of the corporation.
+
+ 
+
+Anti-Takeover
+Effects of Certain Provisions of our Certificate of Incorporation and Bylaws
+
+ 
+
+Our
+certificate of incorporation provides that, subject to any rights of the holders of any series of preferred stock, our directors may
+be removed from office by our stockholders prior to the expiration of his or her term of office only for cause. Any vacancies on the
+board of directors resulting from death, resignation, disqualification, removal or other cause will be filled solely by the affirmative
+vote of a majority of the remaining directors then in office, or by a sole remaining director, even though less than a quorum of the
+board of directors. Furthermore, our bylaws provide that the authorized number of directors will be fixed from time to time exclusively
+by resolutions adopted by the board of directors.
+
+ 
+
+Our
+certificate of incorporation also provide that only our chairman of the board of directors, chief executive officer, president or any
+officer of the Company upon the written request of a majority of the board of directors, or as provided in the bylaws, by a majority
+of the board of directors, may call a special meeting of stockholders.
+
+ 
+
+The
+combination of these provisions makes it more difficult for our existing stockholders to replace our board of directors as well as for
+another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge
+our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management.
+In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock
+with voting or other rights or preferences that could impede the success of any attempt to change our control.
+
+ 
+
+These
+provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies
+and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability
+to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect
+of discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management.
+As a consequence, these provisions may also inhibit fluctuations in the market price of our Common Stock that could result from actual
+or rumored takeover attempts. We believe that the benefits of these provisions, including increased protection of our potential ability
+to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our Company, outweigh the disadvantages
+of discouraging takeover proposals, because negotiation of takeover proposals could result in an improvement of their terms.
+
+ 
+
+Transfer
+Agent and Registrar
+
+ 
+
+The
+transfer agent and registrar for our Common Stock is Action Stock Transfer Corporation, which is located at 2469 E. Fort Union Blvd,
+Suite 214, Salt Lake City, UT 84121 and its telephone number is (801) 274-1088.
+
+ 
+
+OTCQB
+Market
+
+ 
+
+Our
+Common Stock is quoted on the OTCQB under the symbol "IFNY."
+
+ 
+
+ 43
+
+ 
+
+ 
+
+ 
+
+PLAN
+OF DISTRIBUTION
+
+ 
+
+The
+Selling Stockholders and any of their respective pledgees, assignees and successors-in-interest may, from time to time, sell any or all
+of their securities covered hereby on any trading market, stock exchange or other trading facility on which the securities are traded
+or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the
+following methods when selling securities:
+
+ 
+
+ 
+ 
+ 
+ ordinary
+ brokerage transactions and transactions in which the broker-dealer solicits purchasers;
+
+ 
+ 
+ 
+ block
+ trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block
+ as principal to facilitate the transaction;
+
+ 
+ 
+ 
+ purchases
+ by a broker-dealer as principal and resale by the broker-dealer for its account;
+
+ 
+ 
+ 
+ an
+ exchange distribution in accordance with the rules of the applicable exchange;
+
+ 
+ 
+ 
+ privately
+ negotiated transactions;
+
+ 
+ 
+ 
+ settlement
+ of short sales;
+
+ 
+ 
+ 
+ in
+ transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated
+ price per security;
+
+ 
+ 
+ 
+ through
+ the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
+
+ 
+ 
+ 
+ a
+ combination of any such methods of sale; or
+
+ 
+ 
+ 
+ any
+ other method permitted pursuant to applicable law.
+
+ 
+ 
+
+The
+Selling Stockholders may also sell securities under Rule 144 under the Securities Act, if available, rather than under this prospectus.
+
+ 
+
+Broker-dealers
+engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
+or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
+in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction or a principal
+transaction not in excess of a customary brokerage commission in compliance in compliance with FINRA Rule 2121.
+
+ 
+
+In
+connection with the sale of the securities covered hereby, the Selling Stockholders may enter into hedging transactions with broker-dealers
+or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they
+assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan
+or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option
+or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the
+delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer
+or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
+
+ 
+
+The
+Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be "underwriters"
+within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
+or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
+under the Securities Act. We are requesting that each Selling Stockholder inform us that it does not have any written or oral agreement
+or understanding, directly or indirectly, with any person to distribute the securities. We will pay certain fees and expenses incurred
+by us incident to the registration of the securities.
+
+ 
+
+Because
+the Selling Stockholders may be deemed to be an "underwriter" within the meaning of the Securities Act, they will be subject
+to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities covered by
+this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this
+prospectus. We are requesting that each Selling Stockholder confirm that there is no underwriter or coordinating broker acting in connection
+with the proposed sale of the resale securities by the Selling Stockholder.
+
+ 
+
+We
+intend to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders
+without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
+us to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar
+effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule
+of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable
+state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered
+or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is
+complied with.
+
+ 
+
+Under
+applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
+engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M,
+prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the
+Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the
+Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders
+and are informing the Selling Stockholders of the need to deliver a copy of this prospectus to each purchaser at or prior to the time
+of the sale (including by compliance with Rule 172 under the Securities Act).
+
+ 
+
+ 44
+
+ 
+
+ 
+
+ 
+
+DISCLOSURE
+OF COMMISSION POSITION ON INDEMNIFICATION
+
+FOR
+SECURITIES ACT LIABILITY
+
+ 
+
+Insofar
+as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the
+registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification
+is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
+
+ 
+
+LEGAL
+MATTERS
+
+ 
+
+The
+validity of the issuance of the shares of Common Stock offered hereby will be passed upon for us by Sullivan & Worcester LLP of New
+York, New York.
+
+ 
+
+EXPERTS
+
+ 
+
+The
+financial statements of Infinity Energy Resources, Inc. as of December 31, 2020 and 2019 and for each of the 2 years in the period ended
+December 31, 2020, incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2020,
+have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company s ability
+to continue as a going concern as described in Note 1 to the financial statements) of RBSM, LLP, an independent registered public accounting
+firm, given on the authority of said firm as experts in auditing and accounting.
+
+ 
+
+The
+Statements of Revenues and Direct Operating Expenses of the Oil and Gas Properties Acquired by Infinity Energy Resources, Inc. from
+Core Energy, LLC for the years ended March 31, 2021 and 2020, incorporated in this prospectus by reference to the Current Report on Form 8-K/A dated June 15, 2021, have been so incorporated in reliance on the report of RBSM, LLP, an independent registered public
+accounting firm, given on the authority of said firm as experts in auditing and accounting.
+
+ 
+
+WHERE
+YOU CAN FIND MORE INFORMATION
+
+ 
+
+This
+prospectus constitutes a part of a registration statement on Form S-1 filed under the Securities Act. As permitted by the SEC s
+rules, this prospectus and any prospectus supplement, which form a part of the registration statement, do not contain all the information
+that is included in the registration statement. You will find additional information about us in the registration statement and its exhibits.
+Any statements made in this prospectus or any prospectus supplement concerning legal documents are not necessarily complete and you should
+read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding
+of the document or matter.
+
+ 
+
+You
+can read our SEC filings, including the registration statement, on the internet at the SEC s website at www.sec.gov. We
+are subject to the information reporting requirements of the Exchange Act, and we file reports, proxy statements and other information
+with the SEC. These reports, proxy statements and other information will be available at the website of the SEC referred to above. We
+also maintain a website at www.ifnyoil.com. However, the information contained in or accessible through our website is not part
+of this prospectus or the registration statement of which this prospectus forms a part, and investors should not rely on such information
+in making a decision to purchase shares of our Common Stock in this offering.
+
+ 
+
+ 45
+
+ 
+
+ 
+
+ 
+
+INCORPORATION
+OF DOCUMENTS BY REFERENCE
+
+ 
+
+The
+SEC permits us to "incorporate by reference" into this prospectus the information contained in documents that we file with
+the SEC, which means that we can disclose important information to you by referring you to those documents. Information that is incorporated
+by reference is considered to be part of this prospectus and you should read it with the same care that you read this prospectus. Information
+that we file later with the SEC will automatically update and supersede the information that is either contained, or incorporated by
+reference, in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. We have
+filed with the SEC and incorporate by reference in this prospectus, except as superseded, supplemented or modified by this prospectus,
+the documents listed below (excluding those portions of any Current Report on Form 8-K that are not deemed "filed" pursuant
+to the General Instructions of Form 8-K):
+
+ 
+
+ 
+ 
+ 
+ our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 30, 2021; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ our Quarterly Report on Form 10-Q for the three months ended March 31, 2021, filed with the SEC on May 13, 2021; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ our
+ Current Reports on Forms 8-K and 8-K/A filed with the SEC on March 30, 2021, April 6, 2021, April 22, 2021, May 11, 2021, June 15, 2021 and July 13, 2021.
+
+ 
+ 
+
+We
+also incorporate by reference into this prospectus additional documents that we may file with the SEC under Sections 13(a), 13(c), 14
+or 15(d) of the Exchange Act after the date hereof but before the completion or termination of this offering (excluding any information
+not deemed "filed" with the SEC). Any statement contained in a previously filed document is deemed to be modified or superseded
+for purposes of this prospectus to the extent that a statement contained in this prospectus or in a subsequently filed document incorporated
+by reference herein modifies or supersedes the statement, and any statement contained in this prospectus is deemed to be modified or
+superseded for purposes of this prospectus to the extent that a statement contained in a subsequently filed document incorporated by
+reference herein modifies or supersedes the statement.
+
+ 
+
+We
+will provide, without charge, to each person to whom a copy of this prospectus is delivered, including any beneficial owner, upon the
+written or oral request of such person, a copy of any or all of the documents incorporated by reference herein, including exhibits. Requests
+should be directed to:
+
+ 
+
+Infinity
+Energy Resources, Inc.
+
+11900
+College Blvd., Suite 310
+
+Overland
+Park, KS 66210
+
+(913)
+948-9512
+
+ 
+
+For
+other ways to obtain a copy of these filings, please refer to "Where You Can Find More Information" above.
+
+ 
+
+ 46
+
+ 
+
+ 
+
+ 
+
+Infinity
+Energy Resources, Inc.
+
+ 
+
+18,972,834
+Shares of Common Stock
+
+Consisting
+of
+
+Up
+to 7,117,500 Shares of Common Stock Issuable Upon Conversion of or Payment Made on Shares of Series A Convertible Preferred Stock
+
+Up
+to 11,789,404 Shares of Common Stock Issuable Upon Exercise of Common Stock Purchase Warrants
+
+Up
+to 65,930 Shares of Common Stock Issuable Upon Conversion of 3% Unsecured Convertible Promissory Notes
+
+ 
+
+PROSPECTUS
+
+ 
+
+The
+date of this prospectus is July , 2021.
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+PART
+II - INFORMATION NOT REQUIRED IN PROSPECTUS
+
+ 
+
+Item
+13. Other Expenses of Issuance and Distribution.
+
+ 
+
+The
+following table sets forth an estimate of the fees and expenses relating to the issuance and distribution of the securities being registered
+hereby, other than underwriting discounts and commissions, all of which shall be borne by the registrant. All of such fees and expenses,
+except for the SEC registration fee, are estimated:
+
+ 
+
+ 
+ SEC registration fee 
+ $605.46 
+
+ 
+ Transfer agent and registrar fees and expenses 
+ $500.00 
+
+ 
+ Legal fees and expenses 
+ $15,000.00 
+
+ 
+ Printing fees and expenses 
+ $500.00 
+
+ 
+ Accounting fees and expenses 
+ $5,000.00 
+
+ 
+ Miscellaneous fees and expenses 
+ $394.54 
+
+ 
+ Total 
+ $22,000.00 
+
+ 
+
+ 
+
+Item
+14. Indemnification of Officers and Directors.
+
+ 
+
+Section
+145 of the DGCL provides that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened,
+pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or
+in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation
+or is or was serving at the request of such corporation as a director, officer employee or agent of another corporation or enterprise.
+The indemnity may include expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably
+incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner
+he reasonably believed to be in or not opposed to the corporation s best interests and, with respect to any criminal action or
+proceeding, had no reasonable cause to believe that his conduct was illegal. A Delaware corporation may indemnify any person who was,
+or is, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that
+such person is or was a director, officer, employee or agent of such corporation or is or was serving at the request of such corporation
+as a director, officer employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys 
+fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such
+person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation s best interests,
+provided that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be
+liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred
+to above, the corporation must indemnify him against the expenses which such officer or directors has actually and reasonably incurred.
+Section 145 of the DGCL further provides that a Delaware corporation may indemnify any other person who is not a present or former director
+or officer of such corporation against expenses (including attorneys fees) actually and reasonably incurred by such person to
+the extent such person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above.
+Our by-laws in effect provide indemnification to our officers and directors and other specified persons with respect to their conduct
+in various capacities to the extent permitted by the DGCL.
+
+ 
+
+Section
+145 of the DGCL further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director,
+officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee
+or agent of another corporation or enterprise, against any liability asserted against such person and incurred by such person in any
+such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under
+Section 145 of the DGCL.
+
+ 
+
+As
+permitted by Section 145 of the DGCL, Article 9 of our certificate of incorporation provides:
+
+ 
+
+"A
+director of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a
+director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as currently in effect
+or as the same may hereafter be amended."
+
+ 
+
+ II-1
+
+ 
+
+ 
+
+ 
+
+We
+have not purchased directors and officers liability insurance for any person as a director, officer, employee or agent
+of us against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether
+or not our company would have the power to indemnify him against such liability under the provisions of our certificate of incorporation.
+
+ 
+
+See
+"Item 17. Undertakings" for a description of the SEC s position regarding such indemnification provisions.
+
+ 
+
+Item
+15. Recent Sales of Unregistered Securities.
+
+ 
+
+During
+the last three (3) years, we have sold the following unregistered securities:
+
+ 
+
+Effective May 23, 2019, we and an investor ("May
+2019 Investor) entered into an exchange agreement ("May 2019 Exchange Agreement") and a side-letter agreement ("Side-Letter
+Agreement") that resolved issues that had arisen related to the private placement of a $12.0 million principal amount secured convertible
+note and a warrant to purchase 1,800,000 shares of Common Stock in May 2015 (the "May 2015 Private Placement"). Under the
+May 19 Exchange Agreement, the May 2019 Investor exchanged all of its rights under the original securities issued in the May 2015 Private
+Placement for 770,485 shares of Common Stock (which was amended to 605,816 shares of Common Stock pursuant to Amendment No.1 to the May
+2019 Exchange Agreement, which we entered into with the May 2019 Investor on May 30, 2019) and certain rights to acquire additional
+securities in the future, which may be exercised for additional shares of Common Stock. Pursuant to the provisions of the Side-Letter
+Agreement, effective November 23, 2019, the parties agreed to the issuance of 567,348 shares of Common Stock and a warrant
+to purchase up to 61,380 shares of Common Stock at an exercise price of $0.50 per share, which expires on June 19,
+2026. Pursuant to the Side-Letter Agreement, we also agreed that from the execution date of the May 2019 Exchange Agreement until twelve
+(12) months from such date, we will not raise capital at a price that is below $0.10 per share of Common Stock (as adjusted for stock
+splits, stock dividends, stock combinations, recapitalizations and similar events) without the May 2019 Investor s consent. Such
+shares of Common Stock and rights to acquire additional securities were issued in reliance on Section 3(a)(9) of the Securities Act of
+1933, as amended (the "Securities Act").
+
+ 
+
+On
+June 4, 2019, we and WestPark Capital, Inc. ("WestPark") executed an exchange agreement whereby WestPark received a new warrant
+to purchase up to 50,000 shares of Common Stock (post-split basis) with an exercise price of $0.50 per share and a seven-year
+term in exchange for its original warrant in connection with the May 2015 Private Placement. The new warrant does not contain any price
+protection provisions. Such new warrant was issued in reliance on Section 3(a)(9) of the Securities Act.
+
+ 
+
+On
+June 19, 2019, we and a private, third-party lender entered into an exchange agreement whereby such lender received a warrant to purchase
+up to 570,000 shares of Common Stock (post-split basis) with an exercise price of $0.50 per share and a seven-year term in exchange
+for its two convertible notes payable issued on November 8, 2016 and November 7, 2017, respectively, and accrued interest thereon. The
+warrant does not contain any price protection provisions. Such warrant was issued in reliance on Section 3(a)(9) of the Securities
+Act.
+
+ 
+
+During
+August 2019 through October 2019, we issued a total of 1,425,000 shares of Common Stock at $0.10 per share for a total of $142,500 pursuant
+to a private placement memorandum to accredited investors. We used the proceeds to pay the $50,000 nonrefundable deposit required for
+the Option to acquire the Properties and for general working capital purposes. We relied on the exemption provided by Section 4(a)(2)
+of the Securities Act and Regulation D thereunder in issuing the shares of Common Stock in the private placement. We paid no commission
+or other similar compensation in connection with the transactions.
+
+ 
+
+On
+August 19, 2020, we entered into the August Purchase Agreement with the August Investor, pursuant to which we issued to the August Investor,
+in consideration for an aggregate of $325,000, (i) the August Note, which was, subject to certain conditions, convertible into an aggregate
+of 3,943,820 shares of Common Stock, at a price of $0.10 per share; and (ii) the August Warrant, which is immediately exercisable upon
+issuance and on a cashless basis if the Warrant has not been registered 180 days after the date of issuance for up to 800,000 shares
+of Common Stock at an exercise price of $0.50 per share, subject to customary adjustments. Pursuant to the August Purchase Agreement,
+the August Note and August Warrant were issued to the Selling Stockholders in a private placement transaction pursuant to an exemption
+from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated
+thereunder. Pursuant to the August Purchase Agreement, the August Investor was also granted certain piggy-back registration rights, whereby
+we agreed to register the resale of the shares of Common Stock underlying the August Warrant and the August Note. We repaid the August
+Note on March 26, 2021. In order to satisfy such obligations, the Company is filing this registration statement to register for resale
+all of the Warrant Shares issuable upon exercise of the August Warrant issued to the August Investor.
+
+ 
+
+ II-2
+
+ 
+
+ 
+
+ 
+
+The
+exercise of the August Warrant is subject to a beneficial ownership limitation such that the August Investor may not exercise the August
+Warrant to the extent that such exercise would result in the August Investor being the beneficial owner in excess of 4.99% (or, upon
+election of the August Investor, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the
+issuance of shares of Common Stock issuable upon such exercise, which beneficial ownership limitation may be increased or decreased up
+to 9.99% upon notice to us, provided that any increase in such limitation will not be effective until 61 days following notice to us.
+
+ 
+
+Additionally,
+pursuant to the August Purchase Agreement, for so long as the Note or Warrant is outstanding, the August Investor has a right to participate
+in any issuance of the Common Stock, Common Stock Equivalents (as defined in the August Purchase Agreement), conventional debt, or a
+combination of such securities and/or debt (a "Subsequent Financing"), up to an amount equal to thirty-five percent (35%)
+of the Subsequent Financing.
+
+ 
+
+We
+used the proceeds of the August Note to pay off $60,125 in principal balance of notes payable that were in default, to pay the $100,000
+required by the Exchange Agreement and for general working capital.
+
+ 
+
+On
+August 19, 2020, we granted certain of our executive officers, directors and affiliate thereof and consultant, outside of our existing
+equity compensation plans, and pursuant to the August 2020 Restricted Stock Agreements, an aggregate of 7,000,000 shares of Common Stock,
+subject to the restrictions contained therein, as compensation for their services to the Company. Such individuals were granted such
+shares pursuant to the exemption provided by Section 4(a)(2) of the Securities Act.
+
+ 
+
+On
+September 24, 2020, we entered into an exchange and settlement agreement with SKM Partnership, Ltd. ("SKM"), pursuant to
+which SKM agreed to exchange an 8% promissory note issued by us to SKM, dated as of December 27, 2013, in the original principal amount
+of $1,050,000, representing outstanding principal balance of $1,000,000 and accrued and unpaid interest thereon of $481,000, for (i)
+a cash payment in the amount of $100,000 and (ii) 737,532 newly issued shares of Common Stock. The issuance of the 737,532 shares are
+being made without any restrictive legends upon reliance on the exemptions from the registration requirements of the Securities Act afforded
+by Section 3(a)(9) of the Securities Act and Rule 144 promulgated thereunder. The closing of the exchange occurred on September 24, 2020.
+
+ 
+
+On
+March 16, 2021, we entered into the March Purchase Agreements with the March Investors, pursuant to which, in consideration for an aggregate
+of $2,050,000, we issued an aggregate of 22,776 shares of Series A Preferred Stock and March Warrants exercisable for up to 5,256,410
+shares of Common Stock six (6) months following issuance and for five years after such date. Holders of the March Warrants may exercise
+them on a cashless basis pursuant to the formula provided in the March Warrants if there is not an effective registration statement for
+the sale of the shares of Common Stock underlying the March Warrants upon the date on which such Creditor Warrants are exercisable. Such
+securities were issued to March Investors in a private placement transaction pursuant to an exemption from the registration requirements
+of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
+
+ 
+
+Pursuant
+to the Certificate of Designation, the holders of the shares of Series A Preferred Stock shall have the right, at any time and subject
+to certain beneficial ownership limitations, to convert some or all of their outstanding shares of Series A Preferred Stock and any accrued
+but unpaid dividends into that number of shares of Common Stock on a per share basis by dividing $100 (the Stated Value per share of
+Series A Preferred Stock) by the Conversion Price, which Conversion Price is subject to adjustment as described therein. In addition,
+the shares of Series A Preferred Stock and any accrued but unpaid dividends will automatically convert, subject to the Beneficial Ownership
+Limitation, upon the closing of any equity financing transaction pursuant to a Qualified Offering, into the same securities issued by
+the Company in such Qualified Offering. Pursuant to the Certificate of Designation, such holders of shares of Series A Preferred Stock
+are entitled to receive dividends on the Series A Preferred Stock in cash or in shares of Common Stock at a rate of 10% per annum, based
+on the Stated Value, commencing on April 1, 2021, pro rated, and continuing on each July 1st, October 1st, and
+January 1st thereafter until the earlier of (i) the date on which the shares of Series A Preferred Stock are converted into
+shares of Common Stock or (ii) the date the Company s obligations under the Certificate of Designation have been satisfied in full.
+Pursuant to the Certificate of Designation, the shares of Series A Preferred Stock also (i) vote on an as-converted to Common Stock basis,
+subject to the Beneficial Ownership Limitation, (ii) are redeemable in cash at the option of the Company at any time, along with all
+accrued but unpaid dividends, (iii) rank senior to the Common Stock and any class or series of capital stock authorized or designated
+after the Series A Preferred Stock and (iv) have a special preference upon the liquidation of the Company.
+
+ 
+
+ II-3
+
+ 
+
+ 
+
+ 
+
+In
+connection with the March Purchase Agreement, we and such Selling Stockholders entered into that the Registration Rights Agreement, pursuant
+to which we agreed to file a registration statement to register the Preferred Shares and the Warrant Shares underlying the March Warrants.
+In order to satisfy such obligations, the Company is filing this registration statement to register for resale all of the Preferred Shares
+and Warrant Shares issuable upon conversion of the shares of Series A Preferred Stock and upon exercise of the March Warrants issued
+to the March Investors.
+
+ 
+
+The
+closing of the private placement in connection with the March 16 Purchase Agreement took place on March 26, 2021. We will allow additional
+investor purchases to complete the entire offering of an aggregate principal face amount of up to $2,500,000 before closing such offering.
+
+ 
+
+We
+used the proceeds of
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0000866609_ion_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0000866609_ion_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0000866609_ion_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0000878726_tuesday_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0000878726_tuesday_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0000878726_tuesday_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0000882800_pacific_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0000882800_pacific_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fb33d438fa9e33a462c07a9ec96a2cbd77a60bda
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0000882800_pacific_prospectus_summary.txt
@@ -0,0 +1 @@
+F-1 Table of Contents PACIFIC VENTURES GROUP, INC. Consolidated Balance Sheets For the three months ended March 31, 2021 December 31, 2020 (unaudited) (audited) ASSETS Current Assets: Cash and cash equivalents $ 483,188 $ 58,234 Accounts receivable 1,419,557 1,213,991 Inventory Asset 1,284,751 1,216,562 Other Current Asset 32,829 34,379 Right to Use Asset 231,000 249,000 Deposits 16,845 16,845 Total Current Assets 3,468,169 2,789,011 Fixed Assets Fixed assets, net $ 1,035,623 $ 1,169,441 Total Fixed Assets 1,035,623 1,169,441 Other Assets Intangible Assets $ 3,408,946 $ 3,468,222 Right to Use Asset 755,752 755,752 Rent & Utilities Deposit 8,547 11,520 4,173,245 4,235,494 TOTAL ASSETS $ 8,677,037 $ 8,193,945 LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities: Accounts payable $ 2,970,033 $ 2,809,136 Accrued expenses 973,562 902,442 Lease Liability 231,000 249,000 Current portion, notes payable 3,165,824 2,891,023 Current portion, notes payable - related party 450,895 437,995 Current portion, leases payable 85,377 88,417 Total Current Liabilities $ 7,876,690 $ 7,378,012 Long-Term Liabilities: Notes payable $ 11,249,083 $ 10,541,853 Notes payable - related party 42,000 42,000 Lease Liability 745,000 745,000 Total Long-Term Liabilities 12,036,083 11,328,853 Total Liabilities $ 19,912,773 $ 18,706,866 STOCKHOLDERS EQUITY (DEFICIT) Preferred stock, $.001 par value, 10,000,000 shares authorized, 5,000,000 Series E, issued and outstanding $ 5,000 $ 5,000 10,000 Series F, issued and outstanding 10 10 Common stock, $0.498 par value, 900,000,000 shares authorized, and 17,875,488 issued and outstanding at March 31, 2021, which reflects the 1-for-500 reverse stock split that occurred on Apr 13, 2020 8,916,307 8,415,444 Additional paid in capital (3,086,847 ) (2,869,593 ) Accumulated deficit (17,070,206 ) (16,063,780 ) Total Stockholders Equity (Deficit) $ (11,235,735 ) $ (10,512,919 ) Total Liabilities and Stockholders Equity (Deficit) $ 8,677,037 $ 8,193,945 The accompanying notes are an integral part of these condensed consolidated financial statements. F-2 Table of Contents PACIFIC VENTURES GROUP, INC. Consolidated Statements of Operations (unaudited) For the three months ended March 31, 2021 2020 Sales, net of discounts $ 7,260,826 $ 6,700,108 Cost of Goods Sold 6,377,759 5,686,635 Gross Profit 883,067 1,013,473 Operating Expenses Selling, general and administrative 1,104,861 973,820 Marketing and Advertising 92,779 14,718 Amortization and Depreciation expense 193,094 161,892 Professional fees 133,749 190,257 Salary and wages Officer Compensation 75,000 75,000 Operating Expenses/(Loss) 1,599,483 1,415,686 Income/ (Loss) from Operations (716,417 ) (402,212 ) Other Non-Operating Income and Expenses Interest expense (453,896 ) (390,000 ) Net Income/(Loss) before Income Taxes (1,170,313 ) (792,212 ) Provision for income taxes Net Ordinary Income/(Loss) (1,170,313 ) (792,212 ) Other Income / Expense Other Income - Other 7,807 4,656 Net Income/(Loss) $ (1,162,506 ) (787,557 ) Basic and Diluted Loss per Share - Common Stock $ (0.06503 ) $ (0.00138 ) Weighted Average Number of Shares Outstanding: Basic and Diluted Class A Common Stock 17,875,488 570,859,333 Common stock outstanding shares reflect the 1-for-500 reverse stock split that occurred on Apr 13, 2020. The accompanying notes are an integral part of these condensed consolidated financial statements. F-3 Table of Contents PACIFIC VENTURES GROUP, INC. Consolidated Statements of Cash Flows (unaudited) For the three months ended March 31 2021 2020 OPERATING ACTIVITIES Net loss $ (1,162,505 ) $ (787,557 ) Adjustments to reconcile net loss to net cash used in operating activities: Shares issued for services (5,000 ) Depreciation & Amortization Expense 193,094 161,892 Changes in operating assets and liabilities Accounts receivable (205,565 ) (187,788 ) Inventory (68,189 ) (488,211 ) Other Current Assets 4,523 61,403 Other Assets - - Accounts payable 157,858 613,802 Accrued expenses 72,891 24,121 Other Current liabilities 972 (64,518 ) Capitalized interest or penalty fees 443,687 62,881 Other Changes in Assets Net Cash Provided by / (Used in) Operating Activities (563,235 ) (608,976 ) INVESTING ACTIVITIES Receivable - Related Purchase of equipment, building & improvements & fixed assets (35,687 ) Goodwill and Intangible Assets Net Cash Provided by / (Used In) Investing Activities - (35,687 ) FINANCING ACTIVITIES Proceeds from notes payable 682,059 Proceeds from notes payable - Related - Repayment of notes payable (456,795 ) (157,720 ) Repayment of notes payable - Related (20,519 ) (125 ) Proceeds from long-term loans 538,700 2,609,495 Repayment of long-term loans (26,442 ) (1,930,000 ) Repayment of debt by Shares (168,500 ) Shares Issued for Debt 178,610 Shares Issued for Services 105,000 Preferred Stocks issued - 5,000 Prior period adjustment to retained earnings 156,080 Net Cash Provided by / (Used in) Financing Activities 988,193 526,649 NET INCREASE (DECREASE) IN CASH 424,958 (118,012 ) CASH AT BEGINNING OF PERIOD 58,233 315,956 CASH AT END OF PERIOD $ 483,191 $ 197,944 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR: Interest fees $ 210,804 $ 82,472 NON CASH FINANCING ACTIVITIES: Issuance of shares for debt conversion $ 168,500 $ The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents Pacific Ventures Group, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (Unaudited) 1. NATURE OF OPERATIONS Pacific Ventures Group, Inc. (the "Company," "we," "us" or "our") was incorporated under the laws of the state of Delaware on October 3, 1986, under the name AOA Corporation. On November 12, 1991, the Company changed its name to American Eagle Group, Inc. On October 22, 2012, the Company changed its name to "Pacific Ventures Group, Inc.". The current structure of the Company resulted from a share exchange with Sn bar Holdings, Inc. ("Sn bar Holdings"), which was treated as a reverse merger for accounting purposes. On August 14, 2015, the Company entered into a share exchange agreement (the "Share Exchange Agreement") with Sn bar Holdings, pursuant to which the Company acquired 100% of the issued and outstanding shares of Sn bar Holdings Class A and Class B common stock in exchange for 22,500,000 restricted shares of the Company s common stock, while simultaneously issuing 2,500,000 restricted shares of the Company s common stock to certain other persons, including for services provided and to a former officer of the Company (the "Share Exchange"). As the result of the Share Exchange, Sn bar Holdings became the Company s wholly owned operating subsidiary and the
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0000949039_diamond_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0000949039_diamond_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9017cce0b08076dc9eb9c109251ed87f45ae2ba1
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0000949039_diamond_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus or incorporated by reference in this prospectus, is not complete, and does not contain all of the information that you should consider before making your investment decision. Important information is incorporated by reference into this prospectus. You should carefully read the entire prospectus, including the documents incorporated by reference herein, which are described under Incorporation of Certain Information by Reference and Where You Can Find More Information. You should also read and carefully consider, among other things, the information presented and incorporated by reference under the sections entitled Risk Factors and Cautionary Note Regarding Forward-Looking Statements and the consolidated financial statements and the notes thereto before making an investment decision. Our Company We provide contract drilling services to the energy industry around the globe with a fleet of 12 floater rigs (four drillships and eight semisubmersibles), including two cold-stacked semisubmersible rigs, the Ocean GreatWhite and Ocean Valiant. The Ocean Valor is being marketed for sale and has been excluded from our current rig fleet. We drill in the waters offshore North America, South America, Europe, Africa, Asia, the Middle East and Australia. We offer comprehensive drilling services to the global energy industry.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001069308_acer_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001069308_acer_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..786536da8cfcdbc7d360d7960bea39df027c7f0b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001069308_acer_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1 1 d656020ds1.htm S-1 S-1 Table of Contents As filed with the Securities and Exchange Commission on March 3, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ACER THERAPEUTICS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 2834 32-0426967 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) One Gateway Center 300 Washington Street, Suite 351 Newton, MA 02458 (844) 902-6100 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) Chris Schelling President and Chief Executive Officer Acer Therapeutics Inc. One Gateway Center, 300 Washington Street, Suite 351 Newton MA 02458 (844) 902-6100 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Mike Hird, Esq. Patty M. DeGaetano, Esq. Pillsbury Winthrop Shaw Pittman LLP 12255 El Camino Real, Suite 300 San Diego, CA 9130 (619) 234-5000 Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective, as determined by the selling stockholder. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, or Securities Act, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price(2) Amount of Registration Fee Common Stock, $0.0001 par value 3,426,000 $3.22 $11,014,590.00 $1,201.69 Common Stock, $0.0001 par value(3) 612,000 Total 4,038,000 $3.22 $11,014,590.00 $1,201.69 (1) Pursuant to Rule 416(a) under the Securities Act of 1933, the registrant is also registering hereunder an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions. (2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the registration fee, based upon the average of the high and low prices for the registrant s common stock as reported on the Nasdaq Capital Market on March 1, 2021. (3) No registration fee is payable in connection with the registration of these shares of common stock (the Previously Registered Shares ), all of which are registered under the registrant s registration statement on Form S 1 (File No. 333-238192) filed with the Securities and Exchange Commission on May 12, 2020 and declared effective on June 5, 2020 (the Prior Registration Statement ). The Previously Registered Shares are included in this registration statement and are being carried forward from the Prior Registration Statement pursuant to Rule 429 under the Securities Act. See Statement Pursuant to Rule 429 below. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. STATEMENT PURSUANT TO RULE 429 The Registrant is filing a single prospectus in this registration statement pursuant to Rule 429 under the Securities Act. The prospectus is a combined prospectus for (i) 3,426,000 shares of common stock being newly registered hereunder and (ii) 612,000 shares of common stock currently registered under the registrant s registration statement on Form S-1 (File No. 333-238192) filed with the Securities and Exchange Commission on May 12, 2020 and declared effective on June 5, 2020 (the Prior Registration Statement ) that remain unsold by the selling stockholder listed therein. Pursuant to Rule 429, this registration statement will, upon effectiveness, serve as a post-effective amendment to the Prior Registration Statement. If any securities previously registered under the Prior Registration Statement are offered and sold before the effective date of this registration statement, the amount of previously registered securities so sold will not be included in the prospectus that is a part of this registration statement. Table of Contents TABLE OF CONTENTS Page About this Prospectus ii Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001312233_goodrich_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001312233_goodrich_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001312233_goodrich_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001362705_evolve_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001362705_evolve_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001362705_evolve_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001402479_medavail_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001402479_medavail_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001402479_medavail_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001421636_c-bond_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001421636_c-bond_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001421636_c-bond_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001431695_olo-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001431695_olo-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2114333325d2ffe85d655d6fb6fae051a9a2d6df
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001431695_olo-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY. 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001451512_unrivaled_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001451512_unrivaled_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..58d92ad2bf5a398cae87861c6fde32e2b1827675
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001451512_unrivaled_prospectus_summary.txt
@@ -0,0 +1,171 @@
+PROSPECTUS SUMMARY 
+ 
+ The following summary highlights selected information contained elsewhere in this prospectus or incorporated by reference into this prospectus from our filings with the Commission listed in the section of the prospectus entitled Incorporation of Certain Information by Reference. Because it is only a summary, it does not contain all of the information that may be important to you and your investment decision. You should read the entire prospectus, the registration statement of which this prospectus is a part, and the information incorporated by reference herein in their entirety, including the Risk Factors section and our financial statements and the related notes incorporated by reference into this prospectus, before making an investment decision. Unless the context requires otherwise, references in this prospectus to the Company, Terra Tech, we, us and our refer to Terra Tech Corp., a Nevada corporation, individually, or as the context requires, collectively with its consolidated subsidiaries. 
+
+ 
+ 
+ Terra Tech Corp.
+
+ 
+ 
+ Terra Tech is a holding company with the following subsidiaries:
+
+ 
+ 
+ 
+
+ 
+ 
+ 620 Dyer LLC, a California corporation ( Dyer );
+ 
+ 
+ 1815 Carnegie LLC, a California limited liability company ( Carnegie );
+ 
+ 
+ Black Oak Gallery, a California corporation ( Black Oak );
+ 
+ 
+ Bl m San Leandro, a California corporation ( Bl m San Leandro );
+ 
+ 
+ GrowOp Technology Ltd., a Nevada corporation ( GrowOp Technology );
+ 
+ 
+ IVXX, Inc., a California corporation ( IVXX Inc. , and together with IVXX LLC, IVXX );
+ 
+ 
+ IVXX, LLC, a Nevada limited liability company ( IVXX LLC );
+ 
+ 
+ MediFarm, LLC, a Nevada limited liability company ( MediFarm );
+ 
+ 
+ MediFarm I, LLC, a Nevada limited liability company ( MediFarm I );
+ 
+ 
+ MediFarm II, LLC, a Nevada limited liability company ( MediFarm II );
+ 
+ 
+ MediFarm So Cal, Inc., a California corporation ( MediFarm SoCal );
+ 
+ 
+ 121 North Fourth Street, LLC, a Nevada limited liability company ( 121 North Fourth ); and
+ 
+ 
+ OneQor Technologies, Inc., a Delaware corporation ( OneQor )
+ 
+ 
+ 
+
+ We are a retail, production and cultivation company, with an emphasis on providing the highest quality of medical and adult use cannabis products. We have a presence in two states (California and Nevada). All of our cannabis dispensaries operate under the name Bl m. Our cannabis dispensaries in California operate as Bl m Oakland in Oakland and Bl m San Leandro in San Leandro and offer a broad selection of medical and adult-use cannabis products including flowers, concentrates and edibles.
+ 
+ We are organized into one reportable segment, Cannabis Dispensary, Cultivation and Production, which includes cannabis-focused retail, cultivation and production operations.
+ 
+ Either independently or in conjunction with third parties, we operate medical marijuana retail and adult use dispensaries, cultivation and production facilities in California and Nevada. All of our retail dispensaries in California offer a broad selection of medical and adult use cannabis products including flowers, concentrates and edibles. In Nevada, we also produce and sell a line of medical and adult use cannabis flowers, as well as a line of medical and adult use cannabis-extracted products, which include concentrates, cartridges, vape pens and wax products.
+ 
+ Corporate Information
+ 
+ We were incorporated in Nevada on July 22, 2008, under the name Private Secretary, Inc. We changed our name to Terra Tech Corp. on January 27, 2012. Our principal executive office is located at 3242 S. Halladay St., Suite 202, Santa Ana, CA 92705 and our telephone number is (888) 909-5564. Our website addresses are: www.terratechcorp.com, www.letsblum.com, and www.ivxx.com. Information contained on our websites is not a part of this prospectus, and our website addresses are included in this prospectus as inactive textual references only. 
+ 
+ Our common stock is quoted on the OTC Markets Group, Inc. s OTCQX tier under the symbol TRTC. 
+ 
+
+ 
+ 
+ 5
+ 
+
+ Table of Contents
+ 
+ 
+ The Offering 
+
+ 
+ 
+ 
+ 
+
+ Common Stock Offered by Selling Stockholders:
+ This prospectus covers the resale of an aggregate of 72,254,769 Shares, which includes (i) 20,174,000 Conversion Shares, (ii) 34,945,055 Warrant Shares and (iii) 17,135,714 shares of common stock beneficially owned by certain directors and current and former executive officers of the Company. 
+ 
+ The Conversion Shares and Warrant Shares are issuable upon the conversion or exercise, as applicable, of Notes and Warrants we issued to certain of the selling stockholders in private placements pursuant to the Securities Purchase Agreement and the Resignation Agreement. For more information, see The Private Placement Transactions. 
+
+ 
+ 
+ 
+ 
+
+ Offering Price: 
+ The selling stockholders will sell their Shares at prevailing market prices or privately negotiated prices. 
+
+ 
+ 
+ 
+ 
+
+ Common Stock Outstanding After the Offering:
+ 289,000,795 shares (as of May 10, 2021). 
+
+ 
+ 
+ 
+ 
+
+ Use of Proceeds:
+ We will not receive any proceeds from the sale of Shares by the selling stockholders; however, we will receive the proceeds from any cash exercise of the Warrants. 
+
+ 
+ 
+ 
+ 
+
+ Risk Factors:
+ An investment in our securities involves a high degree of risk and could result in a loss of your entire investment. Prior to making an investment decision, you should carefully consider all of the information in this prospectus and, in particular, you should evaluate the risk factors set forth under the caption Risk Factors beginning on page 7. 
+
+ 
+ 
+ 
+ 
+
+ Market for our Shares:
+ Our common stock is quoted on the OTCQX market of the OTC under the symbol TRTC. 
+
+ 
+ 
+ 
+ 
+
+ The number of common shares to be outstanding immediately after this offering is based on 233,881,740 shares of common stock outstanding as of May 10, 2021 and reflects the number of common shares that will be outstanding assuming that the selling stockholders convert all of the Notes held by them in full into 20,174,000 common shares at the initial conversion price of $0.175 per share (without regard to any conversion limitations therein) and exercise all of the Warrants held by them into 34,945,055 common shares (without regard to any conversion limitations therein). The number of shares excludes: 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 6,081,555 shares of common stock issuable upon exercise of warrants with a weighted average exercise price of $0.36 per share; and 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 7,027,345 shares of common stock issuable upon the exercise of all vested options with a weighted average exercise price of $0.53 per share.
+
+ 
+ 
+ 
+
+ 
+ 
+ 6
+ 
+
+ Table of Contents
+ 
+ RISK FACTORS
+ 
+ Investing in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the specific risk factors discussed in the sections entitled Risk Factors contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 under the heading Item 1A. Risk Factors, and as described or may be described in any subsequent quarterly report on Form 10-Q under the heading Item 1A. Risk Factors, as well as in any applicable prospectus supplement and contained or to be contained in our filings with the Commission and incorporated by reference in this prospectus, together with all of the other information contained in this prospectus, or any applicable prospectus supplement. For a description of these reports and documents, and information about where you can find them, see
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001458891_noble-corp_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001458891_noble-corp_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..03a7371389de42d5c138fb7cb8ac5803689727e4
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001458891_noble-corp_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus, is not complete and does not contain all the information that may be important to you in making an investment decision. You should read this entire prospectus carefully, including the Explanatory Note and the documents incorporated by reference herein, which are described under Incorporation of Certain Information by Reference and Where You Can Find More Information. You should also read and carefully consider, among other things, the information under Risk Factors and Cautionary Statement Regarding Forward-Looking Statements included in this prospectus and the documents incorporated by reference herein and the consolidated financial statements and the notes thereto included in our most recent Annual Report on Form 10-K before making an investment decision. Unless we otherwise indicate, or unless the context requires otherwise, references in this prospectus to Noble, the Company, we, us and our refer collectively to Noble and its consolidated subsidiaries when referring to periods following the Effective Date, and to Legacy Noble and its consolidated subsidiaries when referring to periods prior to the Effective Date. Our Company Noble is a leading offshore drilling contractor for the oil and gas industry. Noble provides contract drilling services to the international oil and gas industry with its global fleet of mobile offshore drilling units. Noble focuses on a balanced, high-specification fleet of floating and jackup rigs and the deployment of its drilling rigs in oil and gas basins around the world. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. Recent Events Merger On March 25, 2021, Noble entered into an Agreement and Plan of Merger (the Merger Agreement ) with Duke Merger Sub, LLC, a wholly-owned subsidiary of Noble ( Merger Sub ), and Pacific Drilling Company LLC ( Pacific Drilling ), providing for the merger of Merger Sub with and into Pacific Drilling (the Merger ), with Pacific Drilling continuing as the surviving company and a wholly-owned subsidiary of Noble. The board of directors of Noble (the Board ) and the board of directors of Pacific Drilling unanimously approved and adopted the Merger Agreement. On April 15, 2021, Noble completed the Merger with Pacific Drilling. In connection with the Merger, and pursuant to the terms and conditions set forth in the Merger Agreement, (a) each membership interest in Pacific Drilling was converted into the right to receive 6.366 Ordinary Shares and (b) each of Pacific Drilling s warrants outstanding immediately prior to the effective time of the Merger was converted into the right to receive 1.553 Ordinary Shares. Merger Registration Rights Agreement On April 15, 2021, in connection with the closing of the Merger, Noble entered into a registration rights agreement (the Merger RRA ) with each of the holders identified therein (the Merger RRA Holders ), pursuant to which, among other things, Noble will be required to file with the SEC a registration statement registering for resale the Ordinary Shares issuable to the Merger RRA Holders upon consummation of the Merger, and subject to certain limitations set forth therein, certain Merger RRA Holders have customary shelf, demand and piggyback registration rights. In addition, pursuant to the Merger RRA, certain Merger RRA Holders have the right to require Noble, subject to certain limitations set forth therein, to effect a distribution of any or all of their Ordinary Shares by means of an underwritten offering. Noble is not obligated to effect any Table of Contents The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED APRIL 21, 2021 PROSPECTUS NOBLE CORPORATION 25,368,247 Ordinary Shares This prospectus relates to the resale, from time to time, by the selling shareholders identified in this prospectus of up to 25,368,247 ordinary shares, par value $0.00001 per share ( Ordinary Shares ), of us, including up to 2,541,708 Ordinary Shares issuable upon the exercise of outstanding Tranche 1 Warrants, Tranche 2 Warrants and Penny Warrants (each as defined herein and, collectively, the Warrants ). See Description of Capital Stock for more information on the Warrants. This prospectus also relates to an indeterminate number of Ordinary Shares that may become issuable upon exercise of the Warrants as a result of anti-dilution adjustments. We are registering the offer and sale of the Ordinary Shares pursuant to registration rights we have granted under a registration rights agreement dated as of February 5, 2021. We have agreed to bear all of the expenses incurred in connection with the registration of the Ordinary Shares. The selling shareholders will pay or assume brokerage commissions and similar charges, if any, incurred in the sale of the Ordinary Shares. We are not selling any Ordinary Shares under this prospectus, and we will not receive any proceeds from the sale of the Ordinary Shares by the selling shareholders under this prospectus. Our registration of the Ordinary Shares covered by this prospectus does not mean that the selling shareholders will offer or sell any of the Ordinary Shares. The Ordinary Shares to which this prospectus relates may be offered and sold from time to time directly by the selling shareholders or alternatively through underwriters, broker dealers, or agents. The selling shareholders will determine at what price they may sell the Ordinary Shares offered by this prospectus, and such sales may be made at fixed prices, at prevailing market prices at the time of the sale, at prices related to prevailing market prices or at negotiated prices. See Plan of Distribution and Selling Shareholders. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision. There is currently no established public trading market for the Ordinary Shares, and there can be no assurance that a public trading market will develop. Investing in the Ordinary Shares involves risks. See Risk Factors beginning on page 4 of this prospectus for a discussion of the risks regarding an investment in the Ordinary Shares. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2021. Table of Contents Unless otherwise expressly set forth or as the context otherwise indicates, all financial information and data and accompanying financial statements and corresponding notes, as of and prior to the Effective Date, contained or incorporated by reference herein reflect the actual historical consolidated results of operations and financial condition of Legacy Noble for the periods presented and do not give effect to the Plan or any of the transactions contemplated thereby or the adoption of fresh start accounting, which Noble adopted as of the Effective Date. Accordingly, such financial information may not be representative of Noble s performance or financial condition after the Effective Date. Except with respect to such historical financial information and data and accompanying financial statements and corresponding notes or as otherwise suggested by the context, all other information contained herein relates to Noble following the Effective Date. Table of Contents underwritten offering unless the dollar amount of the registrable securities of the Merger RRA Holder(s) demanding such underwritten offering to be included therein is reasonably likely to result in gross sale proceeds of at least $20 million.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001481646_accolade_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001481646_accolade_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..072a8b961ab5c8abbc7fad3cc80c844d09532d19
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001481646_accolade_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Our fiscal year ends on the last day of February, and our fiscal quarters end on May 31, August 31, November 30, and the last day of February. Unless the context otherwise requires, all references in this prospectus to we, us, our, our company and Accolade refer to Accolade, Inc. and, where appropriate, its consolidated subsidiaries. Our Mission We envision a world where every person can live their healthiest life a concept that encompasses physical, emotional, financial, and professional wellness. Our mission is to empower people through expertise, empathy, and technology to make the best decisions for their health and well-being. Business Overview We provide personalized, technology-enabled solutions that help people better understand, navigate, and utilize the healthcare system and their workplace benefits. Our customers are primarily employers that deploy Accolade in order to provide employees and their families (our members ) a single place to turn for their health, healthcare, and benefits needs. Our innovative platform combines open, cloud-based intelligent technology with multimodal support from a team of empathetic and knowledgeable Accolade Health Assistants and clinicians (including nurses, physician medical directors, and behavioral health specialists). We leverage our integrated capabilities, connectivity with providers and the broader healthcare ecosystem, and longitudinal data to engage across the entire member population, rather than focusing solely on high-cost claimants or those with chronic conditions. Our goal is to build trusted relationships with our members that ultimately position us to deliver personalized recommendations and interventions. We believe that our platform dramatically improves the member experience, encourages better health outcomes, and lowers costs for both our members and our customers. In March 2021, we acquired Innovation Specialists, LLC d/b/a 2nd.MD (2nd.MD), a leading expert second opinion consultation and health care decision support company based in Houston, TX. 2nd.MD provides a service that allows members to access board-certified national experts across the country for high-value consultations in a real-time video call or by phone in order to provide the member with a rapid second opinion on their medical condition enabling the member to make more informed decisions regarding significant and high-cost care decisions, such as whether to have surgery or elect to have a specific treatment. Indenture and Notes On March 29, 2021, we issued an aggregate of $287.5 million principal amount of its 0.50% Convertible Senior Notes due 2026 (the Notes ), including the exercise in full by the initial purchasers of their option to purchase up to an additional $37.5 million aggregate principal amount of the Notes, pursuant to an Indenture dated as of March 29, 2021 (the Indenture ), between us and U.S. Bank National Association, as trustee. The Notes will bear interest at a rate of 0.50% per annum, payable semiannually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. The Notes will mature on April 1, 2026, unless earlier converted, redeemed or repurchased. The Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. Risks Associated with Our Business Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled Risk Factors. These risks include the following: We have a history of net losses, we anticipate increasing expenses in the future, and we may not be able to achieve or maintain profitability. TABLE OF CONTENTS We derive a significant portion of our revenue from our largest customers. Our largest customer, Comcast Cable, accounted for 45%, 35%, and 24% of our revenue for the fiscal years ended February 28(9), 2018, 2019, and 2020, respectively, and accounted for 17% of our revenue for the nine months ended November 30, 2020. The loss of any of these customers, or renegotiation of any of our contracts with these customers, could negatively impact our results. We have a limited operating history with our current offerings, which makes it difficult to evaluate our current and future business prospects and increases the risk of your investment. Our business, results of operations, and financial condition may fluctuate on a quarterly and annual basis, which may result in a decline in our stock price if such fluctuations result in a failure to meet any projections that we may provide or the expectations of securities analysts or investors. Our sales cycle can be long and unpredictable and requires considerable time and expense. As a result, our sales, revenue, and cash flows are difficult to predict and may vary substantially from period to period, which may cause our results of operations to fluctuate significantly. Certain of our operating results and financial metrics may be difficult to predict as a result of seasonality and due to the fact that a portion of our revenue is subject to the achievement of performance metrics and healthcare cost savings. If we fail to effectively manage our growth and organizational change, our mission-driven culture could be impacted, and our business could be harmed. If we are unable to attract, integrate, and retain additional qualified personnel, especially for Accolade Health Assistant, clinical, and various product and technology roles, our business could be adversely affected. We may face intense competition, which could limit our ability to maintain or expand market share within our industry, and if we do not maintain or expand our market share our business and operating results will be harmed. The COVID-19 outbreak may significantly disrupt our operations and negatively impact our business, financial condition, and results of operations. If we fail to comply with healthcare laws and regulations, we could face substantial penalties and our business could be harmed. Corporate Information We were formed under the laws of the state of Delaware in January 2007 under the name Accretive Care LLC, and we converted to a Delaware corporation under the name Accolade, Inc. in June 2010. Our principal executive offices are located at 1201 Third Avenue, Suite 1700, Seattle, WA 98101, and we have co-headquarters at 660 West Germantown Pike, Suite 500, Plymouth Meeting, PA 19462. Our telephone number is (206) 926-8100. Our website address is www.accolade.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus. The Accolade design logo, Accolade, and our other registered or common law trademarks, service marks, or trade names appearing in this prospectus are the property of Accolade, Inc. Other trade names, trademarks, and service marks used in this prospectus are the property of their respective owners. Implications of Being an Emerging Growth Company As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act (JOBS Act) enacted in April 2012. An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include: not being required to comply for a certain period of time with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the Sarbanes-Oxley Act); TABLE OF CONTENTS reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and exemptions from the requirements of holding a stockholder advisory vote on executive compensation and any golden parachute payments not previously approved. We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common stock in our initial public offering. However, if certain events occur prior to the end of such five-year period, including if: (i) we become a large accelerated filer, with at least $700 million of equity securities held by non-affiliates; (ii) our annual gross revenue exceeds $1.07 billion; or (iii) we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period. We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information in this prospectus and that we provide to our stockholders in the future may be different from what you might receive from other public reporting companies in which you hold equity interests. In addition, pursuant to the JOBS Act, as an emerging growth company we have elected to take advantage of an extended transition period for complying with new or revised accounting standards. This effectively permits us to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. As a result, our consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our common stock less attractive to investors. TABLE OF CONTENTS THE OFFERING Common stock offered by the selling stockholders 2,495,441 shares
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001496963_squarespac_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001496963_squarespac_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001496963_squarespac_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001517006_gatos_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001517006_gatos_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001517006_gatos_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001520325_cardiva_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001520325_cardiva_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8e64eaba71c33e4e7ed0ecef7c1569cdfcad7e59
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001520325_cardiva_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including Risk factors, Management s discussion and analysis of financial condition and results of operations, and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, all references in this prospectus to Cardiva Medical, we, us, our and our company refer to Cardiva Medical, Inc. Overview We are a medical device company focused on transforming vascular closure for the benefit of patients, hospitals and physicians. Our products address the over 5.6 million catheter-based coronary, peripheral and electrophysiology procedures in the United States that require vascular access site closure each year. We have purposefully built and optimized our VASCADE family of products to address the key clinical and economic challenges of manual compression, the traditional standard of care for vascular closure in these procedures. Designed around an easy to use, catheter-based delivery system and the natural clot-inducing properties of collagen, our VASCADE device is the only marketed vascular closure device clinically proven to both increase workflow efficiency and reduce access site complications relative to manual compression for coronary and peripheral procedures. Similarly, our VASCADE MVP device is the only marketed vascular closure device clinically proven and labeled to improve workflow relative to manual compression for electrophysiology procedures. Importantly, these improvements drive meaningful cost savings for our customers, which consist of hospitals, ambulatory surgery centers and other treatment facilities. We believe our substantial body of clinical evidence supports the compelling value proposition of our products and will drive their continued adoption in the $1.4 billion annual addressable U.S. market for vascular access site closure in coronary, peripheral and electrophysiology procedures. Catheter-based, minimally invasive alternatives to open surgery have transformed cardiovascular medicine. The majority of these procedures gain access to the vascular system through the large femoral artery or vein in the patient s groin, which creates an access site opening in the vessel that requires closure. In 2019 in the United States, there were approximately 5.2 million catheter-based coronary and peripheral procedures, and 400,000 catheter-based electrophysiology procedures, the latter of which generally require two to five access sites per procedure. Even with the major advances in technology over the last 40 years, the most common complications in coronary and peripheral procedures are still related to the access site. Manual compression, the traditional standard of care, involves the application of pressure in order to facilitate the formation of a blood clot at the access site. Vascular closure devices were introduced in the 1990s to improve upon manual compression by rapidly closing the access site and facilitating more efficient workflow. However, these devices have not been able to demonstrate a statistically significant reduction in access site complications relative to manual compression. Published data from various pivotal trials for competing vascular closure devices show an incidence rate of complications of up to 9.0% of procedures. As such, there remains a significant unmet need for safer vascular closure devices in coronary and peripheral procedures. According to a 2013 article published in the Journal of American College of Cardiology that reviewed published data from the CATH-PCI registry, access site complications, defined as certain bleeding events, occur in Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated January 4, 2021 shares Common stock This is our initial public offering of our common stock. We are offering shares of common stock. Prior to this offering, there has been no public market for our common stock. We expect that the initial public offering price will be between $ and $ per share. We have applied to list our common stock on the New York Stock Exchange under the symbol . We are an emerging growth company and a smaller reporting company as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. Investing in our common stock involves a high degree of risk. See Risk factors beginning on page 19. The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to Cardiva Medical, Inc., before expenses $ $ (1) See Underwriting for additional information regarding compensation payable to the underwriters. Delivery of the shares of common stock is expected to be made on or about , 2021. We have granted the underwriters an option, for a period of 30 days from the date of this prospectus, to purchase up to an additional shares of common stock at the initial public offering price less underwriting discounts and commissions. J.P. Morgan BofA Securities Canaccord Genuity Stifel Prospectus dated , 2021. Table of Contents approximately 5.8% of femoral access procedures. The access site complications observed ranged from large hematomas to more serious events such as vessel blockages and uncontrolled bleeding, which require costly surgical repair or blood transfusion. According to an article published in the American Journal of Cardiology, in 2019, the average cost of vascular complications in general, defined consistently with access site complications in the 2013 article described above, was estimated to be $4,800 per complication. There are approximately 5.2 million coronary and peripheral procedures conducted in the United States in 2019, according to Millennium Research Group, and assuming the incidence rate and average cost of access site complications described above, we estimate that access site complications cost the U.S. healthcare system up to approximately $1.5 billion annually. Manual compression has also been the standard of care following catheter-based electrophysiology procedures, a category that grew approximately 13% in 2019 driven by improvements in interventional treatments and diagnosis of cardiac arrhythmias such as atrial fibrillation. Despite the tremendous technological advancements in therapeutic tools for catheter-based electrophysiology procedures, manual compression still requires six to eight hours of immobilized bedrest which is costly and inefficient for the hospital and painful for the patient. We developed our VASCADE technology platform to address the limitations of both manual compression and existing vascular closure devices. Our VASCADE family of products consists of two devices, VASCADE and VASCADE MVP, which share a common, innovative technology that features a simple, catheter-based delivery system and leverages the natural clot-inducing properties of collagen. This novel design significantly reduces access site complications, increases patient satisfaction and improves hospital workflow metrics that, in turn, drive economic benefits and cost savings. Following a catheter-based cardiovascular procedure, our VASCADE or VASCADE MVP device is inserted through the introducer sheath that was used for the procedure and the disc is deployed and placed against the inside wall of the vessel. Once the disc is in the proper position, a protective sleeve is unlocked and exposes a resorbable collagen plug in the tissue tract against the outside of the vessel wall. As a result of hydration in the presence of moisture in the tissue tract, the collagen implant expands immediately to provide an extravascular seal after which the catheter delivery system is removed so that nothing is left behind in the vessel. VASCADE is the only marketed vascular closure device clinically proven to both increase workflow efficiency and reduce access site complications compared to manual compression in coronary and peripheral procedures, and our clinical data supports a lower complication rate relative to currently marketed vascular closure devices. Since we launched VASCADE in 2014, we have sold over 470,000 devices in the United States through September 30, 2020. We reinforce our value proposition with a risk sharing program called the Performance Guarantee that provides customers with a fixed payment to share the cost of a qualifying complication. Since inception of the Performance Guarantee program in April 2016, we have sold over 80,000 devices through the program and our customers have reported qualifying complications that represent a rate of less than 0.1% of VASCADE procedures. VASCADE MVP is the only marketed vascular closure device indicated for electrophysiology procedures. VASCADE MVP is also the first and only marketed device to demonstrate a statistically significant improvement in key hospital workflow and patient satisfaction metrics, including time to ambulation, time to discharge eligibility, patient discomfort and usage of pain medication, including opioids, in electrophysiology procedures. Clinical data from our AMBULATE IMPACT study indicate that these workflow improvements, resulting primarily from a reduction in nursing and other staff time, together with reductions in overnight stays and changes in treatment, can potentially save our customers $1,200 to $2,300 per patient relative to manual compression, using cost saving assumptions based on 2018 data from Medicare and peer reviewed literature. See Business Table of Contents Table of Contents VASCADE MVP clinical data AMBULATE IMPACT. Since the full commercial launch of VASCADE MVP in January 2019, we have sold over 120,000 devices in the United States through September 30, 2020. Our target markets for VASCADE and VASCADE MVP are highly synergistic. Our sales and marketing personnel are able to target multiple coronary, peripheral and electrophysiology procedure types at the same time given the general need for vascular closure following these procedures. Further, many of our hospital customers have one value analysis committee approval process before a device may be sold to any department within the hospital. See Business Our commercial strategy. For these hospital customers, once a device receives approval, it may be marketed and sold to multiple hospital departments regardless of specialty area or procedure type and without additional approvals. Our target markets are also highly concentrated. In 2019, approximately 60% of the total U.S. market for coronary, peripheral and electrophysiology procedures was concentrated in 600 electrophysiology procedure centers. We plan to continue to leverage the concentrated nature of procedure volumes by focusing our efforts on the large volume centers that comprise a majority of our target market. We currently market and sell VASCADE and VASCADE MVP in the United States through our direct sales organization. We have taken a measured approach to expanding our sales force, with the majority of our territory managers covering accounts in the eastern and central regions of the United States and with more recent expansion beginning in 2020 into the western United States. We believe this model can be replicated as we expand our commercial presence to high volume healthcare centers across the United States, while working to continue penetrating more deeply into existing customer accounts. Importantly, no additional reimbursement mechanisms are required to successfully execute our strategy as we bill our customers directly for the cost of our devices and they, in turn, are reimbursed for the overall therapeutic procedure. While we have chosen to focus only on the U.S. market to date, both VASCADE and VASCADE MVP have CE Mark approval. We believe their clinical and economic advantages apply to the approximately $1.2 billion market for our products outside the United States. In the future we may take steps to commercialize our devices outside of the United States. Our current portfolio of clinical evidence consists of data from five trials, including two randomized controlled multi-center trials, which have collectively evaluated more than 1,300 of our closure devices in the United States and Australia. Our RESPECT and AMBULATE pivotal clinical trials were prospective, multi-center, randomized, controlled clinical trials that in aggregate enrolled over 600 patients across over 30 centers and supported FDA pre-market approval, or PMA, of VASCADE in 2013 and VASCADE MVP in 2018, respectively. We plan to continue to develop and execute clinical studies that we believe will drive market development by increasing the evidence base for VASCADE and VASCADE MVP and supporting our value proposition. In July 2020, we initiated a multi-center, prospective, single arm study to evaluate the clinical benefit of VASCADE MVP to facilitate same day discharge for patients undergoing cardiac ablation procedures for atrial fibrillation. In addition, our research and development efforts are focused on expanding and iterating on our product portfolio to address evolving techniques in interventional procedures that may require closure of different size access sites. We have built a dedicated manufacturing operation in Guaymas, Mexico in order to create a stable, efficient and quality-focused manufacturing organization to meet our growth needs. From its inception in 2015 through September 30, 2020, our plant has manufactured over 600,000 devices and has been through numerous inspections by the FDA and European notified bodies with no significant findings. We believe our manufacturing capabilities are scalable to continue to supply high quality products and realize operating efficiencies as we grow our customer base. Table of Contents Table of contents Page Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001538210_neximmune_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001538210_neximmune_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bf4e21066c1f7d84586d6d0f8384f6f058931d6f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001538210_neximmune_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making an investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our financial statements and the related notes thereto and the information set forth under the
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001555192_elicio_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001555192_elicio_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..23cc829e6b1456d221d5bf7cdaf1a788c19ae73e
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001555192_elicio_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information included elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should carefully read this entire prospectus, including the sections titled Risk Factors, Special Note Regarding Forward-Looking Statements and Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes included elsewhere in this prospectus, before making any investment decision. Unless the context otherwise requires, the terms Elicio, Elicio Therapeutics, the Company, we, us and our relate to Elicio Therapeutics, Inc. Overview We are a clinical-stage biotechnology company developing a pipeline of novel immunotherapies for the treatment of cancer and other diseases. For therapies designed to engage the immune system to treat disease, it is critical to target activation at the unique location where adaptive immune responses are generated. Our proprietary Amphiphile, or AMP, platform delivers immunotherapeutics directly to the brain center of the immune system - the lymph nodes. We believe this site-specific delivery of disease-specific antigens, adjuvants, and other immunomodulators will more efficiently educate, activate, and amplify critical immune cells, resulting in induction and persistence of potent adaptive immunity required to treat many diseases. In preclinical models, we have observed lymph-node specific engagement driving therapeutic immune responses of increased magnitude, function, and durability. We believe our AMP lymph node targeted approach will produce superior clinical benefits compared to immunotherapies that do not engage the lymph nodes. Our lead product candidate, ELI-002, is being developed to treat cancers driven by KRAS, a mutation found in approximately 25% of tumors. We are conducting a Phase 1/2 clinical trial of ELI-002 (AMPLIFY-201) and anticipate initial safety, dose escalation, and correlative biomarker data in the first half of 2022. We are also evaluating the potential use of ELI-004, our universal AMP-modified CpG adjuvant, and a component of ELI-002, in conjunction with other disease-specific antigens, to treat or prevent additional diseases. Our AMP Platform: A Differentiated Approach to Immunotherapy Our AMP platform capitalizes on the differences between the migration routes of large and small molecules through the lymphatic system with the intent of enhancing the immunostimulatory capabilities of various agents by increasing their exposure in the lymph nodes. In addition, our AMP platform embraces modular conjugation, potentially allowing for application to multiple therapeutic modalities, including peptides, proteins, nucleic acids and small molecules. Constructed from an albumin-binding lipid tail, a therapeutic payload, and an optional linker, our AMP configurations are designed to emulate the efficient lymphatic navigation of large macromolecules to preferentially accumulate in the lymph nodes, where they can more potently activate immune cells to orchestrate key features of protective immune responses, including response magnitude and functional quality. When applied to immunostimulatory agents with poor inherent access to the lymph nodes, the AMP strategy can promote their lymph node uptake and, thus, enhance action on key immune cells. By applying this fundamental mechanistic distinction throughout our portfolio of product candidates, we believe we can develop immunotherapies that engage the lymph nodes to overcome certain therapeutic limitations of currently approved immunotherapies and enable certain immunotherapy programs in research and development. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS, DATED JULY 13, 2021 3,076,924 Shares Common Stock This is the initial public offering of shares of common stock of Elicio Therapeutics, Inc. We are offering 3,076,924 shares of our common stock. Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share of common stock will be between $12.00 and $14.00. We have applied for listing of our common stock on The Nasdaq Capital Market under the symbol ELTX. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, and will be subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company. See Summary Implications of Being an Emerging Growth Company and Smaller Reporting Company.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001564406_oak_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001564406_oak_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..53c1d15f1265a4b80946b145425f3a736887187b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001564406_oak_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and in the documents incorporated by reference into this prospectus. This summary does not contain all of the information that you should consider before investing in our common stock. For a more complete understanding of us and this offering, you should read and carefully consider the entire prospectus and the more detailed information set forth under Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes contained in our Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Report on Form 10-Q for the three months ended March 31, 2021, which are incorporated by reference into this prospectus. Some of the statements in this prospectus are forward-looking statements. See Forward-Looking Statements. Overview Since our founding in 2012, our mission has been to build a primary care delivery platform that directly addresses rising costs and poor outcomes, two of the most pressing challenges facing the United States healthcare industry. Our patient-centered approach focuses on meaningfully improving the quality of care for the most at-risk populations. It represents the frontline implementation of the solutions addressing the most powerful trends in healthcare, mainly the shift towards value-based care and increasing patient consumerism. Our approach disrupts the current state of care delivery for Medicare-eligible patients and aligns the incentives of our patients, our providers and our payors by simultaneously improving health outcomes and care quality, lowering medical costs and improving the patient experience. To pursue our mission, we created a technology-enabled, integrated platform, which we refer to as the Oak Street Platform, to deliver value-based care focused exclusively on Medicare patients. The key attributes that differentiate the Oak Street Platform include: Our patient focus. We are focused on the Medicare-eligible population, which generally has consistent, clinically cohesive needs and which we believe represents the greatest potential for cost savings, while still benefiting patient health outcomes, in our current healthcare system. Our technology-enabled model. We leverage technology that compiles and analyzes comprehensive patient data and provides actionable health insights through applications that are embedded in care delivery workflows, including at the point of patient-provider interaction. Our integrated approach to care delivery. We integrate a personalized approach to primary care, proactive management of our patients health needs and expanded preventive services to keep our patient population healthy, reducing the number of hospitalizations and other expensive and unnecessary utilization of the healthcare system. As such, we focus on delivering what we believe to be the right care in the right setting, encouraging our patients to visit us in our centers, while also offering robust virtual and digital engagement options. Our value-based relationships. Our value-based capitation contracts reward us for providing high-quality care rather than driving a high volume of services. According to the Centers for Medicare & Medicaid Services ( CMS ), healthcare spending in the United States reached nearly $3.8 trillion, and Medicare accounted for $800 billion of spending in 2019. We believe the core addressable market for the Oak Street Platform is approximately 27 million Medicare eligibles in our target demographic, which we believe represents an approximate $325 billion annual industry revenue opportunity. We determine the core addressable market by multiplying an estimate of average annual revenue of $12,000 per member, which is derived from our experience and industry knowledge and which we believe represents a reasonable national assumption, by the number of Medicare eligibles in our target markets. Average spending on Table of Contents The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted. Subject to Completion, Dated May 24, 2021 10,000,000 Shares COMMON STOCK The selling shareholders identified in this prospectus are offering an aggregate of 10,000,000 shares of common stock. We are not selling any shares under this prospectus and will not receive any proceeds from the sale of shares by the selling shareholders. Our common stock is listed on the New York Stock Exchange under the symbol OSH. On May 21, 2021, the last reported sale price of our common stock on the New York Stock Exchange was $63.33 per share. We are an emerging growth company as defined under the federal securities laws, and as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See Risk Factors beginning on page 7 to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to the selling shareholders. $ $ (1) See Underwriting for a description of compensation payable to the underwriters. The underwriters may also exercise their option to purchase up to an additional 1,500,000 shares from the selling shareholders, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus. The underwriters expect to deliver the shares of common stock against payment in New York, New York on , 2021. J.P. Morgan Goldman Sachs & Co. LLC Morgan Stanley William Blair Prospectus dated , 2021. Table of Contents Medicare is projected by CMS to grow approximately 7% annually, driven primarily by the aging United States population as well as the high prevalence of chronic conditions and the associated cost of care for these conditions among the Medicare eligible population. We reimagined the approach to caring for a patient population with a high prevalence of chronic conditions and purpose-built the Oak Street Platform to improve health outcomes and combat wasteful spending. The Oak Street Platform consists of (i) Our Centers, (ii) Our Interdisciplinary Care Teams, (iii) Canopy: Our Purpose-Built, End-to-End Technology and (iv) Our Care Delivery Approach. Although we have incurred net losses since inception, we believe that the Oak Street Platform has enabled us to create a healthcare model where all constituencies involved have the ability to Win. Our patients, payors and providers are incentivized to adopt the Oak Street Platform and each has the potential to benefit in a meaningful way. Patients. We leverage our differentiated care delivery model to improve the health of our patients, effectively manage their chronic conditions and avoid unnecessary hospitalizations while greatly improving their patient experience. Payors. We enter into arrangements with Medicare Advantage ( MA ) plans to manage the care of our patients, allowing us to control the plans medical costs, increase the plans Medicare quality scoring, improve the plans profit margin and help the plans grow membership. Providers. We enable our providers to focus on improving the lives of their patients and improve their job satisfaction by providing them with meaningful clinical support and customized technology resources. For a description of our business, financial condition, results of operations and other important information regarding us, see our filings with the SEC incorporated by reference in this prospectus. For instructions on how to find copies of the filings incorporated by reference in this prospectus, see Where You Can Find More Information. General Corporate Information Oak Street Health, Inc. was incorporated as a Delaware corporation on October 22, 2019 in anticipation of our IPO. Our principal executive offices are located at 30 W. Monroe Street, Suite 1200, Chicago, Illinois 60603. Our telephone number is (312) 733-9730. Our website address is www.oakstreethealth.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our common stock. We are a holding company and all of our business operations are conducted through our subsidiaries and affiliated medical groups. This prospectus includes our trademarks and service marks, such as Oak Street Health, which are protected under applicable intellectual property laws and are the property of us or our subsidiaries. This prospectus also contains trademarks, service marks, trade names and copyrights of other companies, such as Humana, WellCare, and Cigna HealthSpring, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001590383_renovare_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001590383_renovare_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5ddf2e1d992c51d9d39e68112f07aadd93397bf6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001590383_renovare_prospectus_summary.txt
@@ -0,0 +1,437 @@
+PROSPECTUS
+SUMMARY
+
+ 
+
+This summary highlights information contained
+elsewhere in this prospectus or incorporated by reference. It may not contain all of the information that you should consider before
+investing in our securities. You should read this entire prospectus carefully, including the "Risk Factors", "Management s
+Discussion and Analysis of Financial Condition and Results of Operations" sections, and the financial statements and related notes
+included herein. This prospectus includes forward-looking statements that involve risks and uncertainties. See "Cautionary Note
+Regarding Forward-Looking Statements."
+
+ 
+
+Company Structure and History
+
+ 
+
+The Company was incorporated
+on March 20, 2013 under the laws of the state of Delaware as Swift Start Corp. The Company s initial business plan was to develop
+a website that offered comprehensive online computer programming courses. On August 6, 2015, the Company entered into and consummated
+an Agreement of Merger and Plan of Reorganization (the "Merger Agreement"), with BioHiTech Global, Inc., a Delaware corporation
+and wholly-owned subsidiary of the Company ("Acquisition") and Bio Hi Tech America, LLC, a Delaware limited liability company
+("BioHiTech America"). Pursuant to the terms of the Merger Agreement, Acquisition merged with and into BioHiTech America
+in a reverse business combination (the "Merger") with BioHiTech America surviving as a wholly-owned subsidiary of the Company.
+As consideration for the Merger, we issued the interest holders of BioHiTech America (the "BioHiTech Holders") an aggregate
+of 6,975,000 shares of our Common Stock issued to the BioHiTech Holders in accordance with their pro rata ownership of BioHiTech America
+membership interests. Following the Merger, the Company adopted the business plan of BioHiTech America in the development, marketing
+and sales of food waste disposal systems which transform food waste into nutrient-neutral water which may be disposed of via sewer systems
+while utilizing proprietary software to collect and transmit environmental performance data to its customers. Our website is http://biohitech.com/.
+Information contained on our website does not constitute part of and is not incorporated into this prospectus.
+
+ 
+
+The Company refers to BioHiTech
+Global, Inc. and its consolidated subsidiaries, which as of September 30, 2021 and December 31, 2020, include its wholly-owned subsidiaries
+of BioHiTech America, LLC, BioHiTech Europe Limited, BHT Financial, LLC and BHT Renewables LLC (formerly E.N.A. Renewables LLC), and
+its controlled subsidiary was Refuel America LLC (68.2% and 60%, respectively) and its wholly-owned subsidiaries Apple Valley Waste Technologies
+Buyer, Inc., Apple Valley Waste Technologies, LLC, New Windsor Resource Recovery LLC and Rensselaer Resource Recovery LLC and its controlled
+subsidiary Entsorga West Virginia LLC (93.5% and 88.7%, respectively), as a whole or to individual components thereof as applicable based
+upon the context in which the term is used.
+
+ 
+
+Our website is https://biohitech.com/.
+Information contained on our website does not constitute part of and is not incorporated into this prospectus.
+
+ 
+
+Company Overview
+
+ 
+
+The Company s mission
+is to reduce the environmental impact of the waste management industry through the development and deployment of cost-effective technology
+solutions. The Company s suite of technologies includes on-site biological processing equipment for food waste, patented processing
+facilities for the conversion of municipal solid waste into an E.P.A. recognized renewable fuel, and proprietary real-time data analytics
+tools to reduce food waste generation. These proprietary solutions may enable certain businesses and municipalities of all sizes to lower
+disposal costs while having a positive impact on the environment. When used individually or in combination, we believe that the Company s
+solutions can reduce the carbon footprint associated with waste transportation, repurpose non-recyclable plastics, and significantly
+reduce landfill usage.
+
+ 
+
+ 3 
+
+ 
+
+ 
+
+ 
+
+Revolution
+Series Digesters
+
+ 
+
+The Company currently markets
+an aerobic digestion technology solution for the disposal of food waste at the point of generation. Its line of Revolution Series Digesters
+have been described as self-contained, robotic digestive systems that we believe are as easy to install as a standard dishwasher with
+no special electrical or plumbing requirements. Units range in size depending upon capacity, with the smallest unit approximately the
+size of a residential washing machine. The digesters utilize a biological process to convert food waste into a liquid that is safe to
+discharge down an ordinary drain. This process can result in a substantial reduction in costs for customers including cruise lines, restaurants,
+retail stores, hospitals, hotel/hospitality companies and governmental units by eliminating the transportation and logistics costs associated
+with food waste disposal. The process also reduces the greenhouse gases associated with food-waste transportation and decomposition in
+landfills that have been linked to climate change. The Company offers its Revolution Series Digesters in several sizes targeting small
+to mid-sized food waste generation sites that are often more economical than traditional disposal methods. The Revolution Series Digesters
+are manufactured and assembled in the United States.
+
+ 
+
+In an effort to expand the
+capabilities of its digesters, the Company developed a sophisticated Internet of Things ("IoT") technology platform to provide
+its customers with transparency into their internal and supply chain waste generation and operational practices. This patented process
+collects weight related data from the digesters to deliver real-time data that provides valuable information that when analyzed, can
+improve efficiency and validate corporate sustainability efforts. The Company provides its IoT platform through a SaaS ("Software
+as a Service") model that is either bundled in it rental agreements or sold through a separate annual software license. The Company
+continues to add new capacity sizes to its line of Revolution Series Digesters to meet customer needs.
+
+ 
+
+HEBioT
+Resource Recovery Technology
+
+ 
+
+The Company expanded its
+technology business in 2016 through the acquisition of certain development rights to a patented Mechanical Biological Treatment ("MBT")
+technology developed by a European engineering firm that relies upon High Efficiency Biological Treatment ("HEBioT") to process
+waste at the municipal or enterprise level. The technology results in a substantial reduction in landfill usage by converting a significant
+portion of intake, including organic waste and non-recyclable plastics, into a United States EPA recognized alternative fuel that can
+be used as a partial replacement for coal. The Company is currently exploring additional uses for its Solid Recovered Fuel ("SRF")
+such as gasification, fuel for cogeneration and as a feedstock for bio-plastics.
+
+ 
+
+The Company also, through
+a series of transactions in 2017 and 2018, acquired a controlling interest in the Nation s first municipal waste processing facility
+utilizing the HEBioT technology located in Martinsburg, West Virginia (the "Martinsburg Facility"). The Martinsburg Facility,
+which commenced operations in 2019, is capable of processing up to 110,000 tons of mixed municipal waste annually. At full capacity,
+the Martinsburg Facility can achieve an estimated annual savings of over 2.3 million cubic feet of landfill space and eliminate many
+of the greenhouse gases associated with landfilling that waste. The Company plans to build additional HEBioT facilities in the coming
+years.
+
+ 
+
+Combined
+Offering
+
+ 
+
+The Company s suite
+of products and services positions it as a provider of cost-effective, technology-based alternatives to traditional waste disposal in
+the United States. The use of the Company s technology solutions independently or in combination, can help its customers meet sustainability
+goals by achieving a significant reduction in greenhouse gases associated with waste transportation and landfilling. In addition, the
+repurposing of municipal waste into a cleaner burning, EPA recognized, renewable fuel can further reduce potentially harmful emissions
+associated with traditional means of disposal. The overall reduction in carbon and other greenhouse gases that are linked to climate
+change that could be achieved through the utilization of the Company s technology can serve as a model for the future of waste
+disposal in the United States.
+
+ 
+
+For a more thorough discussion of the Company s
+business, see "Business" on page 19.
+
+ 
+
+ 4 
+
+ 
+
+ 
+
+ 
+
+The
+Offering
+
+ 
+
+ 
+ Issuer
+ BioHiTech Global, Inc.
+
+ 
+ Common Stock offered by the selling stockholder
+ Up to 7,000,000 shares of our Common Stock, consisting of:
+
+ 
+ 
+ 69,137 shares of our Common Stock issued to the selling stockholder
+ as consideration for its commitment to purchase shares of our Common Stock under the Purchase Agreement (the "Commitment Shares"),
+
+ 
+ 
+ 625,000 shares of our Common Stock issued to the selling
+ stockholder as an initial purchase under the Purchase Agreement (the "Initial Purchase Shares"),
+
+ 
+ 
+ Up to a maximum of 200,000 shares
+ of our Common Stock issuable to the selling stockholder as additional consideration for its commitment
+ to purchases shares of our Common Stock under the Purchase Agreement (the "Additional Commitment
+ Shares") at the time we obtain aggregate gross proceeds of $10,000,000 from sales of our common
+ stock to the selling stockholder under the Purchase Agreement, and
+
+ 
+ 
+ up to 6,105,863 shares of Common Stock that we may sell to the selling
+ stockholder, from time to time at our sole discretion, pursuant to the Purchase Agreement, described below.
+
+ 
+ Common Stock outstanding prior to this Offering
+ 29,156,691 shares (as of October 21, 2021)*
+
+ 
+ Common Stock outstanding immediately after this Offering
+ 36,156,691 shares (as of October 21, 2021)*
+
+ 
+ Nasdaq symbol
+ Our Common Stock is currently listed on Nasdaq under the symbol "BHTG."
+
+ 
+ Use of proceeds
+ The selling stockholder will receive all of the proceeds from the sale of the
+ shares offered for sale by it under this prospectus. We will not receive proceeds from the sale of the shares of our Common Stock
+ by the selling stockholder through this prospectus. However, we may receive gross proceeds of up to $20.0 million from the
+ sale of our Common Stock to the selling stockholder under the Purchase Agreement. We will not receive any cash proceeds from the
+ issuance of the Commitment Shares, or the Additional Commitment Shares to the selling stockholder under the Purchase Agreement.
+ We received $750,000 as consideration for the sale of the Initial Purchase Shares. We intend to use any proceeds from
+ the selling stockholder that we receive under the Purchase Agreement for working capital, strategic and general corporate purposes.
+ See "Use of Proceeds" on page 10 for more information.
+
+ 
+ Risk factors
+ Investing in our securities involves a high degree of risk. As an investor you
+ should be prepared to lose your entire investment See "Risk Factors" beginning on page 6.
+
+ 
+
+* The above discussion excludes:
+
+ 
+
+ 322,464
+ shares of Common Stock underlying options with a weighted average exercise price of $3.53
+ per share as of September 30, 2021 under the Company s stock based compensation plans;
+
+ 
+
+ 3,276,582
+ shares of Common Stock underlying warrants with a weighted average exercise price of $2.15
+ as of September 30, 2021;
+
+ 
+
+ 5,784,854
+ shares of Common Stock issuable from the conversion of preferred stock as of September 30,
+ 2021 and
+
+ 
+
+ 918,922
+ shares of Common Stock underlying unvested and vested restricted stock units under the Company s
+ stock based compensation plans as of September 30, 2021.
+
+ 
+
+ 5
+
+ 
+
+ 
+
+ 
+
+SUMMARY
+CONSOLIDATED FINANCIAL INFORMATION
+
+ 
+
+The following tables present our summary consolidated
+financial and other data as of and for the periods indicated. The summary consolidated statements of operations data for the fiscal years
+ended December 31, 2020 and December 31, 2019, and the summary consolidated balance sheet data as of December 31, 2020 and December 31,
+2019, are derived from our audited consolidated financial statements incorporated by reference. The consolidated statement of operations
+data for the three and six months ended June 30, 2021 and 2020 and the summary consolidated balance sheet data as of June 30, 2021, are
+derived from our unaudited condensed consolidated financial statements incorporated by reference.
+
+ 
+
+The summarized financial information presented
+below is derived from and should be read in conjunction with our audited consolidated financial statements and our unaudited condensed
+consolidated financial statements incorporated by reference including the notes to those financial statements, both of which are incorporated
+by reference in this prospectus along with the section entitled "Management s Discussion and Analysis of Financial Condition
+and Results of Operations." Our historical results are not necessarily indicative of our future results.
+
+ 
+
+ 
+ 
+ 
+ December 31, 
+
+ 
+ 
+ June 30, 2021 
+ 2020 
+ 2019 
+
+ 
+ Consolidated Balance Sheets Data: 
+ 
+ 
+ 
+
+ 
+ Cash, operating 
+ $2,279,060 
+ $2,403,859 
+ $1,847,526 
+
+ 
+ Cash, restricted 
+ 3,808,751 
+ 1,884,691 
+ 1,133,581 
+
+ 
+ Total current assets 
+ 9,576,269 
+ 6,741,981 
+ 5,731,169 
+
+ 
+ Total assets 
+ 58,630,584 
+ 56,686,425 
+ 56,540,047 
+
+ 
+ Total current liabilities 
+ 18,685,743 
+ 18,349,491 
+ 11,082,855 
+
+ 
+ Total liabilities 
+ 51,092,470 
+ 52,605,248 
+ 48,443,769 
+
+ 
+ Total stockholders equity 
+ 7,061,554 
+ 3,454,624 
+ 7,369,725 
+
+ 
+
+ 
+
+ 
+ 
+ For
+ the Three Months Ended
+ June 30, 
+ For the Six Months
+ Ended 
+
+ June 30, 
+ For the Years Ended
+
+ December 31, 
+
+ 
+ 
+ 2021 
+ 2020 
+ 2021 
+ 2020 
+ 2020 
+ 2019 
+
+ 
+ Statement of Operations: 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Revenue 
+ $3,454,974 
+ $1,273,932 
+ $6,495,264 
+ $2,633,273 
+ $5,878,653 
+ $4,219,448 
+
+ 
+ Operating expenses, excluding depreciation and amortization 
+ 4,995,675 
+ 3,069,414 
+ 8,810,634 
+ 6,207,503 
+ 15,247,799 
+ 10,025,184 
+
+ 
+ Depreciation and amortization 
+ 501,098 
+ 569,764 
+ 1,002,931 
+ 1,184,966 
+ 2,307,033 
+ 1,729,478 
+
+ 
+ Loss from operations 
+ (2,041,799) 
+ (2,365,246) 
+ (3,318,301) 
+ (4,759,196) 
+ (11,676,179) 
+ (7,535,214)
+
+ 
+ Net loss attributable to parent 
+ (2,380,204) 
+ (2,664,881) 
+ (4,014,417) 
+ (5,236,178) 
+ (11,536,923) 
+ (7,622,948)
+
+ 
+
+ 
+
+Risk
+Factors
+
+ 
+
+An investment in our common stock involves
+a high degree of risk, including the potential loss of all or part of your investment. Before making an investment decision to purchase
+our common stock, you should carefully read and consider all the risks and uncertainties described below, some of which may be exacerbated
+by COVID-19, as well as other information included in this prospectus and the information incorporated by reference into this prospectus.
+The occurrence of any of the following risks or additional risks and uncertainties that are currently immaterial or unknown could have
+a material adverse effect on our business, results of operations, and financial condition and the price of our Common Stock could decline,
+and you may lose all or part of your investment. The following risk factors are not necessarily presented in order of relative importance
+and should not be considered to represent a complete set of all potential risks that could affect us. This prospectus contains forward-looking
+statements and estimates that involve risks and uncertainties. Our actual results could differ materially from those anticipated in forward-looking
+statements as a result of specific factors, including the risks and uncertainties described below. See
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001596062_q-biomed_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001596062_q-biomed_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9ecb908f4abc49b60eb198046cdde230fddd8ee8
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001596062_q-biomed_prospectus_summary.txt
@@ -0,0 +1,63 @@
+Prospectus Summary section;
+
+ 
+ 
+ 
+
+ 
+ 
+ they contain different Use of Proceeds sections;
+
+ 
+ 
+ 
+
+ 
+ 
+ the Capitalization section is deleted from the Selling Stockholder Prospectus;
+
+ 
+ 
+ 
+
+ 
+ 
+ the Dilution section is deleted from the Selling Stockholder Prospectus;
+
+ 
+ 
+ 
+
+ 
+ 
+ a Selling Stockholder section is included in the Selling Stockholder Prospectus;
+
+ 
+ 
+ 
+
+ 
+ 
+ the Underwriting section from the Prospectus is deleted from the Selling Stockholder Prospectus and a Plan of Distribution is inserted in its place; and
+
+ 
+ 
+ 
+
+ 
+ 
+ the Legal Matters section in the Selling Stockholder Prospectus deletes the reference to counsel for the underwriter.
+
+ 
+
+We have included in this Registration Statement,
+after the financial statements, a set of alternate pages to reflect the foregoing differences of the Selling Stockholder Prospectus
+as compared to the Prospectus.
+
+ 
+
+While the Selling Stockholders have expressed
+an intent not to sell the shares of Common Stock registered pursuant to the Selling Stockholder Prospectus prior to the closing
+of or concurrently with the public offering, the sales of our securities registered in the Prospectus and the Selling Stockholder
+Prospectus may result in two offerings taking place sequentially or concurrently, which could affect the price and liquidity of,
+and demand for, our securities. This risk and other risks are included in "
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001598308_global_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001598308_global_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..16756e65213837b2308c57711376615d42fca336
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001598308_global_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 gwhps1a2.htm FORM S-1/A As filed with the Securities and Exchange Commission on March 3, 2021 Registration No. 333-252501 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 2 ) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GLOBAL WHOLEHEALTH PARTNERS CORPORATION (Exact name of registrant as specified in its charter) Nevada 2835 46-2316220 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 1402 North Camino Real San Clemente, California 92672 (714) 392-9752 (Address, including zip code and telephone number, including area code, of registrant s principal executive offices) Charles Strongo Chief Executive Officer Global Wholehealth Partners Corporation 1402 North Camino Real San Clemente, California 92672 (714) 392-9752 (Name, address, including zip code and telephone number, including area code, of agent for service) Copies to: Stephen Mills, Esq. PO Box 281077 Nashville, TN 37228 (615) 476-1151 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering." If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Number of shares to be Registered Proposed Offering Price Per Share Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common stock, $0.001 par value per share 11,993,271 $5.00 $59,966,355 $6,542.33 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (2) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated March 3, 2021 PROSPECTUS 11,993,271 Shares Common Stock Our common stock is listed on The OTC Markets under the symbol "GWHP." The last reported sale price of our common stock on December 10, 2020 was $1.13 per share. This prospectus relates to the offer and sale of up to 11,993,271 shares of common stock, par value $0.001, of Global Wholehealth Partners Corporation, a Nevada corporation, by EMC2 Capital, LLC, or EMC2 or the Selling Stockholder. The shares of common stock being offered by the Selling Stockholder have been or may be issued pursuant to the purchase agreement dated July 22, 2020 that we entered into with EMC2. See "The EMC2 Transaction" on page 17 for a description of that agreement and "Selling Stockholder" on page 27 for additional information regarding EMC2. The prices at which EMC2 may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by the Selling Stockholder. The Selling Stockholder may sell the shares of common stock described in this prospectus in a number of different ways and at varying prices. See "Plan of Distribution" on page 34 for more information about how the Selling Stockholder may sell the shares of common stock being registered pursuant to this prospectus. The Selling Stockholder is an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. We will pay the expenses incurred in registering the shares, including legal and accounting fees. See "Plan of Distribution". Investing in our common stock involves a high degree of risk. See "Risk Factors" on page 15 in this prospectus to read about the factors you should consider before buying shares of our common stock. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision. Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is March 3, 2021 TABLE OF CONTENTS Page Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001600904_i-o_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001600904_i-o_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001600904_i-o_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001636760_huale_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001636760_huale_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..32f3c8d8ebf5003d66d5ed32a048bc3e03f3fc2c
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001636760_huale_prospectus_summary.txt
@@ -0,0 +1,123 @@
+Prospectus
+ Summary
+ 4
+
+ Risk
+ Factors
+ 7
+
+ Use
+ of Proceeds
+ 21
+
+ Determination
+ of Offering Price
+ 21
+
+ Market
+ for Ordinary Shares and Related Shareholder Matters
+ 21
+
+ Dividend
+ Policy
+ 22
+
+ Capitalization
+ and Indebtedness
+ 22
+
+ Selected
+ Financial Data
+ 22
+
+ Management s
+ Discussion and Analysis of Financial Condition and Results of Operations
+ 29
+
+ Our
+ Business
+ 45
+
+ Management
+ 59
+
+ Compensation
+ of Executive Officers and Directors
+ 62
+
+ Transactions
+ with Related Persons
+ 64
+
+ Principal
+ and Selling Shareholders
+ 65
+
+ Plan
+ of Distribution
+ 67
+
+ Description
+ of Share Capital
+ 69
+
+ Expenses
+ of This Offering
+ 73
+
+ Legal
+ Matters
+ 73
+
+ Experts
+ 73
+
+ Enforcement
+ of Civil Liabilities
+ 74
+
+ Where
+ You Can Find More Information
+ 74
+
+ Consolidated
+ Financial Statements of Huale Acoustics Limited
+ F-1
+
+ Consolidated
+ Financial Statements of Huale Group Co., Limited
+ F-43
+
+ Financial
+ Statements of Shenzhen Yeller Audio & Video Technology Co., Limited
+ F-62
+
+ 
+
+We
+have not authorized any person to provide you with information different from that contained in this prospectus or any related
+free-writing prospectus that we authorize to be distributed to you. This prospectus is not an offer to sell, nor is it seeking
+an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information in this prospectus
+speaks only as of the date of this prospectus unless the information specifically indicates that another date applies, regardless
+of the time of delivery of this prospectus or of any sale of the securities offered hereby.
+
+ 
+
+For
+investors outside of the United States: We have not done anything that would permit this Offering or possession or distribution
+of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. Persons outside
+of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating
+to, the Offering and the distribution of this prospectus outside of the United States.
+
+ 
+
+This
+prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys
+and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate
+that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or
+completeness of such information. While we believe these industry publications and third-party research, surveys and studies are
+reliable, you are cautioned not to give undue weight to this information.
+
+ 
+
+ 2
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001661123_gerson_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001661123_gerson_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001661123_gerson_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001678746_boomer_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001678746_boomer_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001678746_boomer_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001679063_chicken_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001679063_chicken_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001679063_chicken_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001691077_evmo-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001691077_evmo-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c16252e6fb02f0f289a24f11d0963ed111c95c8d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001691077_evmo-inc_prospectus_summary.txt
@@ -0,0 +1,303 @@
+PROSPECTUS
+SUMMARY
+
+ 
+
+This
+summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should
+consider before investing in our securities. Before deciding to invest in our securities, you should read this entire prospectus carefully,
+including the section of this prospectus entitled Risk Factors beginning on page 8. All brand names or trademarks appearing
+in this report are the property of their respective holders.
+
+ 
+
+Overview
+of the Company
+
+ 
+
+EVmo,
+Inc. is a holding company operating principally through two wholly-owned subsidiaries: (i) Rideshare Car Rentals LLC, a Delaware limited
+liability company ( Rideshare ), and (ii) Distinct Cars, LLC, a Delaware limited liability company ( Distinct Cars ).
+Rideshare offers an online bookings platform (the Rideshare Platform ) while Distinct Cars maintains a fleet of passenger
+vehicles and transit vans for use in the last-mile logistical space for rent to our customers who are drivers in the ridesharing and
+delivery gig industries, while also providing them with insurance coverage and issuing them insurance cards in their own names. This
+enables such drivers to meet the vehicle suitability and other requirements of rideshare and delivery gig companies such as Uber, Lyft,
+DoorDash and Grubhub. Through Rideshare and Distinct Cars, we seek to become a leading provider of rental vehicles to drivers in the
+ridesharing and delivery gig spaces, and an industry leader in supplying transit vans for last-mile logistics. Gig generally
+refers to a labor market characterized by the prevalence of short-term contracts or freelance work as opposed to permanent jobs.
+
+ 
+
+Drivers
+can rent their vehicles using the Rideshare Platform, which enables them to check inventory and performance and review vehicle data.
+Drivers have the ability to book vehicles online by the day, week or month, at their option, make payments, check insurance, or extend
+their rental with a minimum of inconvenience, while at the same time incurring no maintenance expenses. Depending on the make and model
+of the requested vehicle, rental prices begin at $39 per day or $795 per month. The Rideshare Platform is available on desktop, iOS and
+Android devices. We initially launched the Rideshare Platform in Los Angeles, CA and have since expanded it in the following markets:
+Oakland, CA; Las Vegas, NV; Chicago, IL; Newark, NJ; Baltimore, MD; and Dallas, TX.
+
+ 
+
+In
+March 2021, we formed another wholly-owned subsidiary, EV Vehicles LLC, a Delaware limited liability company, which we intend to utilize
+as the corporate platform to implement our strategy to transition our entire fleet of rental vehicles from standard vehicles with internal
+combustion engines to electric by 2024.
+
+ 
+
+Our
+Market
+
+ 
+
+We
+service drivers in the ridesharing and delivery gig industries by providing them with qualifying vehicles and insurance, enabling them
+to work for Transportation Network Companies ( TNCs ) such as Uber and Lyft. We strongly believe this is a vibrant and growing
+market, as the advent of ridesharing and food delivery gigs over the last decade has permanently changed the transportation industry.
+The U.S. Department of Labor-Bureau of Labor Statistics in its April 2021 report has reported that consumer expenditures on transportation
+were approximately $1.1 trillion in 2019. Further, according to such statistics, transportation (including vehicle purchases and expenditures
+for gasoline and motor oil) was the second largest household expenditure after housing and the aggregate consumer spending on transportation
+was almost twice as large as that of healthcare and three times as large as entertainment. The use of rideshare and food delivery gig
+applications on smart phones has been transformative, allowing Uber, for example, to announce in mid-2016 that it had completed its two
+billionth ride only six months after it marked its first one billion rides.
+
+ 
+
+One
+of the challenges the ridesharing and delivery gig industries faces is ensuring that driver growth keeps pace with the massive demand.
+Lyft recently reported an increase in active riders by over 940,000 in the first quarter of 2021 than in the fourth quarter of 2020,
+and that by the end of February 2021 rider growth had exceeded driver growth. Uber had 3.5 million active drivers on its platform during
+the first three months of the year but is also reporting a shortage. In April 2021, it announced a $250 million stimulus to entice both
+former and new drivers to work for them.
+
+ 
+
+ 2.
+
+ 
+
+ 
+
+ 
+
+Accordingly,
+the TNCs have actively taken steps to satisfy their driver demand by setting up programs designed to get eligible drivers into qualified
+cars. Uber has entered into multiple partnerships with car rental companies, and Lyft Express Driver is partnered with Hertz. We believe
+EVmo can be a major independent player in this space, since we also supply TNC drivers with qualifying vehicles, which we expect will
+eventually be electric vehicles, and provide them access to the Rideshare Platform, which is a driver-friendly mechanism to manage their
+vehicle rental and allowing them to generate income.
+
+ 
+
+Our
+Growth Strategy
+
+ 
+
+Our
+current growth strategy, which we formulated in early 2021, centers around our goal to transition our entire vehicle fleet to electric
+vehicles. We initiated this strategy for several reasons. First, we believe that industry trends are clear that electric vehicles will
+become the mainstay of the automobile market over the next 10 years. The Ford Motor Company has recently announced its intention to invest
+more than $30 billion in vehicle electrification through 2025, and has stated that it expects electric vehicles will comprise nearly
+half of all global sales by 2030. General Motors has stated that its goal is to exclusively sell electric vehicles by 2035. Apple and
+Hyundai are collaborating on producing an electric vehicle, and industry leader Tesla is rapidly growing and expanding its electric vehicle
+product line. While, according to LMC Automotive, only 410,000 electric vehicles were built in North America in 2020, annual production
+is expected to increase to at least 1.4 million vehicles by 2028.
+
+ 
+
+Second,
+we believe that both drivers and riders will be increasingly drawn to electric vehicles for their environmental benefits, especially
+as they become comparable to combustion cars in terms of pricing, mileage and the number of available options to choose from. The demand
+for clean energy products is undeniable, and electric vehicles should be no exception as consumers continue to seek out eco-friendly
+alternatives.
+
+ 
+
+Finally,
+we concluded that governmental policies and mandates will ultimately force the hand of both the automobile industry and consumers. Fuel
+economy and carbon dioxide emission targets are under constant review by the Environmental Protection Agency and many state governments,
+and in our opinion, this has helped shape manufacturing strategies and consumer preferences. Several states and municipalities have taken
+steps to either halt the sales of gasoline-fueled vehicles in the near future, or to promote the sale of electric vehicles. For example,
+the governor of California issued an executive order in September 2020 requiring all in-state sales of new passenger cars and trucks
+to be zero- emissions by 2035. In Oregon, residents can receive a rebate of up to $2,500 on the purchase or lease of a qualifying electric
+vehicle.
+
+ 
+
+While
+we will incur a considerable short-term operating expense in turning over our fleet, we firmly believe that the reputational and brand
+benefits we will realize from being known as a TNC vehicle provider with an entirely electric fleet will quickly allow us to differentiate
+ourselves and significantly grow our business. The trends we describe above will directly impact the ridesharing and delivery gig industries,
+as we believe that both TNC drivers and riders will increasingly express a preference for electric vehicles. By making ourselves an early
+industry leader in this area, we believe that we will be well-positioned to market ourselves successfully and become profitable, using
+our current business model of vehicle rentals to TNC drivers. We currently have 40 electric vehicles in our fleet and we expect this
+number to grow to approximately 150-200 by the end of 2021. We expect to complete our transition to wholly electric by 2024.
+
+ 
+
+Impact
+of COVID-19 on our Business
+
+ 
+
+On
+January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a Public Health Emergency
+of International Concern, and on March 11, 2020, it characterized the outbreak as a pandemic. In response, numerous
+states and cities ordered their residents to cease traveling to non-essential jobs and to curtail all unnecessary travel, and similar
+restrictions were recommended by the federal government. Beginning in the first quarter of 2020, which saw the initial rapid spread of
+COVID-19, rideshare companies were severely and negatively impacted, as demand plummeted. Consequently, the Company experienced a decline
+in revenue during the first half of 2020, which had a negative impact on our cash flows, but we then saw a positive upward movement in
+revenue during the second half of 2020, which has continued into the first three fiscal quarters of 2021. As of the date of this
+prospectus, one vaccination for COVID-19 has received full approval from the Food and Drug Administration, while others have received
+emergency-use authorization, and many of the lockdown restrictions imposed by state and local governments have abated. Still, the pandemic
+has not yet ended, and there have been multiple waves where infections, hospitalizations, and deaths have sharply increased. Most recently,
+variants of the original virus have been identified, and many Americans have resisted obtaining one of the vaccinations. At this time,
+we cannot predict the ultimate impact that COVID-19 may have on our business over the entirety of this year, and possibly beyond.
+
+ 
+
+ 3.
+
+ 
+
+ 
+
+ 
+
+Corporate
+History and Information
+
+ 
+
+EVmo
+was initially formed on June 21, 2016 as a Delaware limited liability company under the name YayYo, LLC. The Company was
+subsequently converted into a Delaware corporation pursuant to Section 265 of the Delaware General Corporation Law (the DGCL ).
+The Company now operates as a C corporation formed under the laws of the State of Delaware.
+
+ 
+
+We
+became a reporting company when, on March 17, 2017, an offering circular on Form 1-A relating to a best-efforts offering of our Common
+Stock pursuant to Regulation A+ of the Securities Act, was qualified by the Securities and Exchange Commission (the SEC ).
+Then, on November 15, 2019, we completed an initial public offering of 2,625,000 shares of Common Stock, at $4.00 per share, for gross
+proceeds, before underwriting discounts and commissions and expenses, of $10.5 million and our Common Stock was listed on the Nasdaq
+Capital Market ( Nasdaq ) under the ticker symbol YAYO. 
+
+ 
+
+On
+February 10, 2020, after being advised by Nasdaq that it believed we no longer met the conditions for continued listing, the Company
+announced its intent to voluntarily delist its Common Stock. Since delisting from Nasdaq, our Common Stock has been quoted and traded
+on the Pink Open Market, which is operated by OTC Markets Group, under the same ticker symbol. The delisting was effective on March 1,
+2020.
+
+ 
+
+In
+September 2020, we changed our name from YayYo, Inc. to Rideshare Rental, Inc., in order for our corporate brand to better reflect our
+principal businesses, ridesharing and vehicle rentals. In February 2021, we again changed our name to EVmo, Inc., to underscore our commitment
+to making a full transition to electric vehicles by the end of 2024.
+
+ 
+
+Our
+address is 433 N. Camden Drive, Suite 600, Beverly Hills, CA 90210. Our telephone number is (310) 926-2643 and our website may be accessed
+at www.evmo.com.
+
+ 
+
+Implications
+of Being an Emerging Growth Company and a Smaller Reporting Company
+
+ 
+
+We
+qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the JOBS
+Act ). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements
+that are otherwise applicable generally to public companies. These provisions include, but are not limited to:
+
+ 
+
+ 
+ 
+ 
+ requiring
+ only two years of audited financial statements in addition to any required unaudited interim financial statements, with a correspondingly
+ reduced Management s Discussion and Analysis of Financial Condition and Results of Operations included in our
+ periodic filings made under the Securities Act of 1933, as amended (the Securities Act );
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ reduced
+ disclosure about our executive compensation arrangements;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ no
+ non-binding shareholder advisory votes on our executive compensation, including any golden parachute arrangements; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ exemption
+ from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant
+ to Section 404(b) of the Sarbanes Oxley Act of 2002 ( SOX ).
+
+ 
+ 
+
+We
+may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We
+will continue to remain an emerging growth company until the earliest of the following: (i) the last day of the fiscal year following
+the fifth anniversary of the date of the completion of this offering; (ii) the last day of the fiscal year in which our total annual
+gross revenue is equal to or more than $1.07 billion; (iii) the date on which we have issued more than $1 billion in nonconvertible debt
+during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities
+and Exchange Commission (the SEC ).
+
+ 
+
+We
+are also a smaller reporting company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the
+ Exchange Act ), and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies.
+To the extent that we continue to qualify as a smaller reporting company after we cease to qualify as an emerging growth company, certain
+of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including
+exemption from compliance with the auditor attestation requirements pursuant to SOX and reduced disclosure about our executive compensation
+arrangements. We will continue to be a smaller reporting company until we have $250 million or more in public float (based
+on the price of our Common Stock) measured as of the last business day of our most recently completed second fiscal quarter or, in the
+event we have no public float or a public float that is less than $700 million, annual revenues of $100 million or more during the most
+recently completed fiscal year.
+
+ 
+
+We
+may choose to take advantage of some, but not all, of these exemptions. We have taken advantage of reduced reporting requirements in
+this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies
+in which you hold stock. In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition
+period for complying with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply
+to private companies. We have elected to avail ourselves of the extended transition period for complying with new or revised financial
+accounting standards. As a result of the accounting standards election, we will not be subject to the same implementation timing for
+new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of our
+financials to those of other public companies more difficult.
+
+ 
+
+ 4.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001693853_vine_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001693853_vine_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001693853_vine_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001698113_id-auto_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001698113_id-auto_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001698113_id-auto_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001711933_akoya_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001711933_akoya_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001711933_akoya_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001715768_transphorm_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001715768_transphorm_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..93357b6558a9fba9a36024efc44e4bb2b2439b97
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001715768_transphorm_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights certain information about us, this offering and selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our common stock. For a more complete understanding of Transphorm, Inc. and this offering, we encourage you to read this entire prospectus carefully, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless otherwise stated or the context otherwise indicates, references to Transphorm, the Company, we, our, us, or similar terms refer to Transphorm, Inc. together with its wholly owned subsidiaries. Overview Transphorm is a global semiconductor company founded in 2007. We are a pioneer, and a market and technology leader, in the wide-bandgap GaN power electronics field for high voltage power conversion applications. We deliver high quality and reliable GaN devices with high performance, while providing application design support to a growing customer base. Our GaN devices allow customers to design smaller, lighter and cooler power systems creating increased functional value in end products including smartphone power adapters/fast-chargers, power supplies for datacenter servers/communication, industrial power converters and chargers/converters/inverters for electric vehicles, among other applications. We deploy our unique vertically integrated innovation model that leverages one of the industry s most experienced GaN engineering teams (with over 300 years of combined experience) at every development stage: device design, materials growth, device fabrication, packaging, circuits and application support. This approach, backed by one of the GaN power industry s largest intellectual property portfolios with access to over 1,000 world-wide patents, has yielded the industry s first automotive-grade AEC-Q101 and JEDEC qualified high voltage GaN FETs. Our innovations are designed to move power electronics beyond the limitations of silicon and provide our customers with the potential to achieve higher efficiency or lower loss (e.g., titanium-class performance in power supplies), higher power density (e.g., compact size or improved form factor) and, in many designs, an overall lower system cost. Risk Factors Summary Investing in our common stock involves a high degree of risk. You should carefully consider the risks highlighted in the section titled Risk Factors immediately following this prospectus summary before making an investment decision. We may be unable for many reasons, including those that are beyond our control, to implement our business strategy successfully. Some of these risks are: We have a history of losses, anticipate increasing our operating expenses in the future, and may not be able to achieve or maintain profitability. Our ability to continue as a going concern will depend on us being able to raise significant additional capital to fund our operations, which may be unavailable on attractive terms, if at all, and could dilute your investment. Our quarterly results of operations are likely to vary from period to period, which could cause the market price of our common stock to fluctuate or decline. Our business could be adversely affected by the effects of health epidemics or pandemic, including the ongoing COVID-19 global pandemic. We may not be able to develop new technologies and products to satisfy changes in customer demand or industry standards, and our competitors could develop products that decrease the demand for our products. We must commit resources to development, design and production prior to receipt of purchase commitments and could lose some or all of the associated investment. We compete in highly competitive markets, and competitive pressures from existing and new companies may adversely impact our business and operating results. We rely on third-party channel partners to sell our products. If our partners fail to perform, our ability to sell our products and services could be limited, and if we fail to optimize our channel partner model going forward, our operating results could be harmed. We rely on limited sources of wafer fabrication, packaged products fabrication and product testing, the loss of which could delay and limit our product shipments. Because we depend on third-party manufacturers to build portions of our products, we are susceptible to manufacturing delays and pricing fluctuations that could prevent us from shipping customer orders on time, if at all, or on a cost-effective basis, which may result in the loss of sales, income and customers. Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense. As a result, our revenue is difficult to predict and may vary substantially from period to period, which may cause our results of operations to fluctuate significantly. Emerging Growth Company and Smaller Reporting Company We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended ( JOBS Act ). We will remain an emerging growth company until the earliest to occur of: (i) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement; (ii) the end of the first fiscal year in which we are deemed to be a large accelerated filer, as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act; (iii) the last day of the fiscal year in which our annual gross revenue is $1.07 billion or more; and (iv) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities. As an emerging growth company, we have taken advantage of reduced reporting requirements in this prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the Securities and Exchange Commission ( SEC ). In particular, in this prospectus, we have provided only two years of audited financial statements and have not included all of the executive compensation related information that would be required if we were not an emerging growth company. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. We have elected to use the extended transition period under the JOBS Act until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We are also currently a smaller reporting company as defined by SEC rules. In the event that we are still considered a smaller reporting company at such time as we cease being an emerging growth company, we will be required to provide additional disclosure in our SEC filings. However, similar to emerging growth companies, smaller reporting companies are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Corporate Information We were originally incorporated as Peninsula Acquisition Corporation in the State of Delaware on May 31, 2017. Prior to the Merger (as defined below), we were a shell company registered under the Exchange Act, with no specific business plan or purpose. On February 12, 2020, our wholly owned subsidiary, Peninsula Acquisition Sub, Inc., a corporation incorporated in the State of Delaware on April 22, 2019, merged (the Merger ) with and into Transphorm, Inc., a corporation incorporated in the State of Delaware on February 22, 2007. Transphorm Technology was the surviving corporation in the Merger and became our wholly owned subsidiary. Immediately following the Merger, the business of Transphorm Technology became our business and we changed our corporate name to Transphorm, Inc. In accordance with reverse merger accounting treatment, our historical financial statements as of period ends, and for periods ended, prior to the Merger were replaced with the historical financial statements of Transphorm Technology in our SEC filings made subsequent to the Merger. Our principal executive offices are located at 75 Castilian Dr., Goleta, California 93117. Our telephone number is (805) 456-1300. Our website address is www.transphormusa.com. Information contained in our website is not a part of, nor incorporated by reference into, this prospectus or our other filings with the SEC, and should not be relied upon.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001716583_hyzon_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001716583_hyzon_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8d864e052daf244b9e0e4d9132a2ef6c38e4031d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001716583_hyzon_prospectus_summary.txt
@@ -0,0 +1 @@
+SUMMARY OF THE PROSPECTUS 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001718852_prometheus_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001718852_prometheus_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f56254702681f19fb804abfebd1d6917cd702cf4
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001718852_prometheus_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 d14529ds1a.htm S-1/A S-1/A Table of Contents As filed with the Securities and Exchange Commission on March 11, 2021 Registration No. 333-253323 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROMETHEUS BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 2834 81-4282653 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 9410 Carroll Park Drive San Diego, California 92121 858-824-0895 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Mark C. McKenna President and Chief Executive Officer Prometheus Biosciences, Inc. 9410 Carroll Park Drive San Diego, California 92121 858-824-0895 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Cheston J. Larson Matthew T. Bush Michael E. Sullivan Latham & Watkins LLP 12670 High Bluff Drive San Diego, California 92130 (858) 523-5400 Timothy K. Andrews General Counsel Prometheus Biosciences, Inc. 9410 Carroll Park Drive San Diego, California 92121 858-824-0895 Deanna Kirkpatrick Yasin Keshvargar Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To Be Registered Amount to be Registered(1) Proposed Maximum Offering Price Proposed Maximum Aggregate Offering Price(2) Amount of Registration Fee(3) Common Stock, $0.0001 par value per share 10,350,000 $19.00 $196,650,000 $21,455 (1) Includes 1,350,000 shares of common stock that the underwriters have the option to purchase. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. (3) The registrant previously paid a total of $16,606 in connection with the previous filing of the registration statement. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated March 11, 2021. 9,000,000 Shares Common Stock This is the initial public offering of Prometheus Biosciences, Inc. We are offering 9,000,000 shares of our common stock. The initial public offering price is expected to be between $18.00 and $19.00 per share. Prior to this offering, there has been no public market for our common stock. Our common stock has been approved for listing on the Nasdaq Global Select Market under the symbol RXDX. We are an emerging growth company under applicable Securities and Exchange Commission rules and have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. Investing in our common stock involves a high degree of risk. See Risk Factors beginning on page 12. Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us. $ $ (1) See the section titled Underwriting for additional information regarding compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase up to 1,350,000 additional shares of common stock from us at the public offering price, less the underwriting discounts and commissions. At our request, the underwriters have reserved up to 270,000 shares of our common stock, or up to 3% of the shares offered by us in this offering, for sale at the initial public offering price through a directed share program to our directors, officers, employees, business associates and related persons. See the section titled Underwriting Directed Share Program for additional information. The underwriters expect to deliver the shares of common stock to purchasers on , 2021 through the book-entry facilities of The Depository Trust Company. SVB Leerink Credit Suisse Stifel Guggenheim Securities Prospectus dated , 2021. Table of Contents TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001720671_hashicorp_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001720671_hashicorp_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001720671_hashicorp_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001722438_doma_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001722438_doma_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9392ee44ffe1193d1f70de299f3fa32396a1fdc8
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001722438_doma_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information from this prospectus and may not contain all of the information that is important to you in making an investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our financial statements and the related notes included in this prospectus and the information set forth under the sections Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations. See also the section Where You Can Find Additional Information. Unless the context indicates otherwise, references in this prospectus to the company, Doma, we, us, our and similar terms refer to Doma Holdings, Inc. (f/k/a Capitol Investment Corp. V) and its consolidated subsidiaries. References to Capitol refer to our predecessor company prior to the consummation of the Business Combination. References to Old Doma refer to Old Doma prior to the Business Combination and to States Title, the wholly owned subsidiary of Doma, upon the consummation of the Business Combination. Mission Doma is a technology company that is architecting the future of real estate transactions. Using machine intelligence and our proprietary technology solutions, we are creating a vastly more simple, efficient, and affordable real estate closing experience for current and prospective homeowners, lenders, title agents and real estate professionals. Our mission is to remove friction and frustration from an antiquated real estate transaction process that has been stuck in the 19th century, buried in piles of paper and hampered by technology that is decades out of date. Our approach is based on our innovative cloud platform, Doma Intelligence, which allows us to deliver a previously unimaginable customer experience at every point in the closing process of a home purchase or refinance. Doma s broader mission is founded on the premise that home ownership represents a key milestone in life that should be available to all individuals, regardless of their socio-economic circumstances, the color of their skin, where they come from, who they choose as a life partner, or their religious beliefs. The important life event of owning a home is, however, also one of the most stressful processes according to a survey of 2,000 Americans by Homes.com, about 40% said buying a new home is the most stressful event in modern life. Another 44% said they felt nervous throughout the home-buying process. We believe that these sentiments are due in large part to the complexity and lack of transparency that exists in the real estate industry today. Background We were originally known as Capitol Investment Corp. V. On the Closing Date, we consummated the Business Combination with Old Doma, pursuant to the Merger Agreement. In connection with the Closing of the Business Combination, Old Doma changed its name to States Title Holding, Inc., Capitol changed its name to Doma Holdings, Inc. and Old Doma became a wholly owned subsidiary of Doma. Doma continues the existing business operations of Old Doma as a publicly traded company. At the Effective Time: 45,988,849 outstanding shares of Old Doma s capital stock were cancelled in exchange for the right to receive 275,700,097 shares of our common stock at the exchange ratio; 204,752 outstanding shares of Old Doma common stock were cancelled in exchange for the right to receive an aggregate of approximately $12.3 million in cash; 184,702 shares of Old Doma common stock that were subject to certain restrictions and forfeiture conditions were cancelled in exchange for the right to receive 1,107,276 shares of our common stock subject to the same restrictions and forfeiture conditions; 4,437,061 outstanding and unexercised options to purchase shares of Old Doma options converted into options to acquire 26,599,367 shares of our common stock, of which 8,356,129 options are vested at a weighted average exercise price of $0.46 per share; 135,225 Old Doma options were net exercised and converted into the right to receive an aggregate of approximately $7.8 million in cash; Old Doma warrants to purchase 115,000 shares of Doma capital stock were converted into warrants to purchase 689,417 shares of our common stock; Old Doma warrants to purchase 723,456 shares of Doma capital stock were net exercised and converted into the right to receive 4,335,918 shares of our common stock; and each Earnout Participant also received the right to receive the applicable pro rata portion of Earnout Shares with respect to each share of our common stock or option or warrant exercisable for shares of our common stock, contingent upon our common stock reaching certain price milestones. At the Effective Time, a maximum of 16,500,604 Earnout Shares became contingently payable under the Merger Agreement as follows: First Share Price Milestone. If the closing share price of our common stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period beginning on or after the Closing Date and ending on or before to the five-year anniversary of the Closing Date, we will issue to each Earnout Participant its pro rata portion of one-half of the aggregate number of Earnout Shares. Second Share Price Milestone. If the closing share price of our common stock equals or exceeds $17.50 per share for any 20 trading days within any consecutive 30-trading day period beginning on or after the Closing Date and ending on or before the five-year anniversary of the Closing Date, we will issue to each Earnout Participant its pro rata portion of one-half of the aggregate a number of Earnout Shares. The Earnout Shares will also become payable to the Earnout Participants in connection with certain strategic transactions that we may enter into. In connection with the Closing, holders of 29,484,128 public shares exercised their right to have such shares redeemed for a pro rata portion of the Trust Account holding the proceeds from the initial public offering, calculated as of two business days prior to the consummation of the Business Combination, or approximately $10.00 per share and approximately $294.9 million in the aggregate. Following these redemptions, 5,015,872 public shares remained outstanding. The Merger Agreement provided that Old Doma s obligation to consummate the Transactions contemplated by the Merger Agreement (but not Capitol s) was conditioned on, among other things, a Minimum Cash Condition that Available Doma Cash was equal to or greater than the Minimum Available Cash Amount. As a result of the redemptions described above, there was approximately $350 million of Available Doma Cash. Old Doma in its sole discretion waived the Minimum Cash Condition. Concurrently with the execution of the Merger Agreement, Capitol, Doma and the Sponsors entered into the Sponsor Support Agreement. In accordance with the Sponsor Support Agreement, as a result of Available Doma Cash being below the Minimum Available Cash Amount as described above, the Sponsors forfeited, in the aggregate, 1,996,677 of their 8,625,000 Capitol Class B common stock immediately prior to the Closing. Upon consummation of the Transactions: each outstanding share of Capitol Class A common stock and Capitol Class B common stock automatically converted into one share of our common stock, of which 1,325,664 shares held by the Sponsors became unvested and subject to forfeiture, only to be vested again if certain conditions described more fully in the Sponsor Support Agreement are satisfied; outstanding warrants to purchase the common stock of Capitol automatically converted into warrants to purchase shares of our common stock; and the holders of outstanding shares of Old Doma common stock and Old Doma warrants received an aggregate of 281,143,291 shares of our common stock. As of the Closing Date and following the completion of the sale of 30,000,000 shares of our common stock in the PIPE Financing, we had the following outstanding securities: 322,787,486 shares of our common stock 26,599,367 options, of which options to purchase 8,356,129 shares of our common stock are vested at a weighted average exercise price of $0.46 per share and options to purchase 18,243,238 shares of our common stock are unvested at a weighted average exercise price of $0.63 per share; and 11,500,000 public warrants, each exercisable for one share of our common stock at a price of $11.50 per share, 689,417 warrants issued in exchange for Old Doma warrants, each exercisable for one share of our common stock at a price of $1.62 per share, subject to certain vesting conditions, and 5,833,333 private placement warrants, each exercisable for one share of our common stock at a price of $11.50 per share. Our common stock and public warrants are traded on the NYSE under the symbols DOMA and DOMA.WS, respectively. The rights of holders of our common stock and warrants are governed by our certificate of incorporation, our bylaws, and the DGCL, and, in the case of the warrants, also the Warrant Agreement. See Description of Securities and Certain Relationships and Related Party Transactions for more information. Accounting Treatment The Business Combination was accounted for as a reverse recapitalization and Capitol was treated as the acquired company for financial statement reporting purposes. Given the transaction is treated as a reverse recapitalization, the Business Combination was treated as the equivalent of Old Doma issuing stock for our net assets, accompanied by a recapitalization. The net assets of Old Doma and our net assets will be stated at historical cost. No goodwill or intangible assets will be recorded in connection with the Business Combination. Operations prior to the Business Combination are those of Old Doma.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001725134_digital_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001725134_digital_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001725134_digital_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001735532_tony-fun_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001735532_tony-fun_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7c54edee37edc62cf3ed021311fd74df3e805b3d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001735532_tony-fun_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1 RISK FACTORS 12 FORWARD-LOOKING STATEMENTS 39 USE OF PROCEEDS 39 DIVIDEND POLICY 40 EXCHANGE RATE INFORMATION 41 CAPITALIZATION 42 DILUTION 43 POST-OFFERING OWNERSHIP 44 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 45 CORPORATE HISTORY AND STRUCTURE 69 OUR BUSINESS 72 REGULATION 91 MANAGEMENT 98 RELATED PARTY TRANSACTIONS 105 PRINCIPAL AND SELLING STOCKHOLDERS 111 DESCRIPTION OF SHARE CAPITAL 112 SHARES ELIGIBLE FOR FUTURE SALE 120 TAX MATTERS APPLICABLE TO U.S. HOLDERS OF OUR COMMON SHARES 121 ENFORCEABILITY OF CIVIL LIABILITIES 127 UNDERWRITING 128 EXPENSES RELATED TO THIS OFFERING 129 LEGAL MATTERS 129 EXPERTS 129 INTERESTS OF NAMED EXPERTS AND COUNSEL 129 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION 129 WHERE YOU CAN FIND MORE INFORMATION 129 Through and including , 2021 (25 days after the commencement of this offering), all dealers effecting transaction in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. PROSPECTUS SUMMARY This summary highlights information that we present more fully in the rest of this prospectus. This summary does not contain all of the information you should consider before buying common shares in this offering. You should read the entire prospectus carefully, including the "Risk Factors" section and the financial statements and the notes to those statements, before deciding whether to invest in this offering. Our Company We are a retail shopping mall operator in China that seeks to form a joint business and collaborative relationship with and amongst our tenants. Our strategy is to lease, redevelop, and manage well-located, retail shopping malls in Tier 2, Tier 3 and Tier 4 cities, with a primary emphasis on Tier 3 and 4 cites that generate attractive risk-adjusted returns. We renovate these commercial retail shopping malls that have generally been poorly managed, and redevelop and design them to enhance their architectural style and image through interior and exterior improvements. We then lease spaces in these properties to tenants. We are redeveloping properties into innovative retail shopping malls that strategically rethink the types of stores to which consumers will respond. We believe that when consumers visit shopping centers and malls, they are looking for experiences that go well beyond traditional shopping. We focus our tenant mix to emphasize consumer experience. Our retail shopping malls focus on non-designer stores and independent specialty retailers. While we believe anchor tenants, such as supermarkets, that drive traffic are still key, we also see a new emphasis on a curated mix of smaller and independent specialty stores that add a sense of novelty to the shopping experience. We incorporate value-added elements that attempt to recast the mall as a life-style center, including, arts centers, arcades, cosplay of counter strike, ghost houses, childcare, education learning, multi-brands beauty shops, food courts, marketplace and fashion spas. These services provide an experience of leisure and entertainment that online shopping cannot provide. Additionally, we make greater use of temporary, flexible spaces that can accommodate different stores over time. Pop-up stores, showroom spaces and kiosks provide customers with a sense of the unexpected and give them a reason to treasure hunt. We believe shopping malls in China are transitioning from consumer places that only sell things to platforms that provide experiences. Competition for tenants in malls has caused us to find new ways to attract and retain tenants. Our main tenant targets are young entrepreneurs and small retails shop owners that have sound business ideas, but lack experience and are in need of training and consulting services to improve their operational viability. To help offset this issue we have initiated a program to train tenants, a program that we refer to as incubation training. We have dedicated employees that train and teach classes and workshops to our tenants. We believe the benefits of incubation training are two folds: it enables our tenants to attract more customers and increases sales; and it helps us attract quality tenants that develop loyalty to us. In addition, many of our successful tenants become internal trainers and share their practical experiences and strategies with other tenants. Further, our successful clients are awarded network study tours of potential supply markets for their products in larger cities such as Beijing, Shanghai, Guangzhou and Hangzhou and in other Asian countries such as Thailand, Japan and Korea. We provide incubation training to our tenants, as one of our all-around services. We train our tenants in such disciplines as customer service, sales, store display, procurements, management and marketing. Incubation training is available at any time during the term of a tenant s lease. Our management focuses on expanding our business in Tier 2, Tier 3 and Tier 4 cities, with a primary emphasis on Tier 3 and 4 cities in China that we strategically select based on population and urbanization growth rates, general economic conditions, income and purchasing power of resident consumers, anticipated demand for lifestyle shopping malls, availability of commercial properties and commercial property prices, and governmental urban planning and development policies. Currently, we have focused our expansion projects in Shandong Province. We expect to benefit from rising demand for lifestyle shopping centers as a result of increasing income levels of consumers and growing populations in these cities due to urbanization. Shopping malls will never be able to compete with the endless product selection, price comparisons and always-on nature of online shopping. We believe, our retail shopping malls, however, provide a valuable shared platform of entrepreneurship for tenants and value to the consumer by developing a different direction, away from commoditized shopping experiences and toward a broadened value proposition for consumers. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Aggregate Price Per Share Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Shares, $0.001 per share to be sold by Registrant 2,200,000 $7.50 $16,500,000 $ 1,800.15 Common Shares, $0.001 per share to be sold by Selling Stockholders 1,977,500 $7.50 $14,831,250 $1,618.09 Total 4,177,500 $7.50 $31,331,250 $ 3,418.24(2) (1) This registration fee is based on an estimate of the proposed maximum offering price of the securities pursuant to Rule 457(a) under the Securities Act of 1933, as amended. (2) Paid herewith. You should rely only on the information contained in this prospectus and any free writing prospectus we may authorize to be delivered to you. We have not, and the underwriters have not, authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus and any related free writing prospectus. We and the underwriters take no responsibility for, and can provide no assurances as to the reliability of, any information that others may give you. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is only accurate as of the date of this prospectus, regardless of the time of delivery of this prospectus and any sale of our common shares. Our business, financial condition, results of operations and prospects may have changed since that date. Industry and Market Background 2019 and the Impact of COVID-19 on the Chinese Retail Market China is recovering from the recent COVID-19 outbreak, with many provinces slowly returning to normal levels of activity. However, the crisis has had a significant and lingering impact on the shopping habits of Chinese consumers. In-person shopping is slowly recovering, which fell to around 39% of pre-COVID levels. With the loosening of restrictions, shopping levels have increased to around 79% of pre-COVID levels. During the crisis, supermarkets, convenience stores and drugstores saw an increase in demand. However, after the peak of COVID-19, supermarket volumes fell, while convenience stores and drugstores continued to see higher than normal levels of demand. Discretionary categories, such as food service outlets, apparel stores, and department store demand was down close to 80% during the peak of COVID-19. As of May 2020, approximately 80% of apparel stores have reopened, but foot traffic in discretionary categories is still 40-50% below pre-COVID-19 levels. Online shopping has grown considerably during the crisis, which benefitted from, lockdowns, store closures and the reluctance of consumers to engage face-to-face with sales and service staffs. Due to the physical constraints of the crisis, Chinese consumers have been more willing to try new stores and brands. After COVID-19, approximately 14% do not plan to revert back to their pre-COVID store choices and about 6% do plan to return to their previous brands. The data shows that the trend toward healthier lifestyles accelerated during the COVID-19 outbreak. People also shopped local, both in terms of location and products. We believe this trend may benefit our shopping malls in the long-term, which are focused on lifestyle experience in addition to the shopping experience. Chinese Retail Market and Opportunity In 2018 the total retail sales of consumer goods in China reached approximately $5.61 trillion, up by 9% from the prior year. Despite growing retail sales the impact of e-commerce on China s traditional retail stores has been significant. China consumers conducted more of their shopping online in 2018 with online retail sales reaching $1.33 trillion in 2018, an increase of 23.9% compared to 2017 according to the National Bureau of Statistics in China. Despite the growing e-commerce industry in China, we believe there is significant market opportunity for us to compete and expand our business. Retail shopping centers will never be able to compete with the endless product selection, price comparisons and always-on nature of online. Nor should they try. Instead, retail shopping centers need to move in a different direction, away from commoditized shopping experiences and toward a broadened experience for consumers. The shopping experience in China is no longer about buying things, people can just do this online, it is about spending time, play, dining, health-cultivation, education, and entertainment in the same environment. We believe our lifestyle focused retail shopping centers will be in greater demand, and that we will be able to take advantage of the growing retail market, despite e-commerce competition as shoppers continue to seek a unique shopping experience. Through a diverse tenant mix that provides experiences in addition to retail, we believe our retail shopping centers provide consumers with shoppable entertainment something they cannot find online or at traditional centers and malls. Commercial Property Inventory There are around 4,500 shopping malls in China and another 7,000 are planned for construction. The Ministry of Commerce will encourage cities with populations of 10 million to build at least 10 shopping malls. The planned construction of shopping malls is partly the result of the country s initiative to transform the economy into one driven by consumption. As a result, we believe there is an oversupply of commercial real estate inventory for us to choose from in the markets we plan to expand into. Accordingly, we believe we will be able to obtain desirable commercial real estate to redevelop into retail shopping centers at below market rates. Entrepreneurs Over the past two decades, entrepreneurship in China has grown at an exponential rate. Statistics by the State Administration for Industry and Commerce show that the country saw the registration for more than 13 million new enterprises between March 2014 and February 2017, 94.6 percent of which are in the private sector. In 2018, an average of 18,100 new businesses were registered on a daily basis. In addition, in 2000, total revenues earned by Chinese state-owned industrial enterprises and those in non-state-owned Chinese private enterprises were roughly the same at approximately 4 trillion RMB each. By 2013, total revenues in state-owned companies has risen six fold, while revenue in private enterprises has risen by more than 18 times. Profits for the same period demonstrated a larger delta, with state-owned entities showing a sevenfold increase in profits and non-state-owned entities increasing 23 times. China is producing more young entrepreneurs than ever before, and from different socioeconomic backgrounds. The number of college students starting businesses directly after college increased from 1.6% in 2011 to 3% in 2017 or 200,000 out of 7.95 million college graduates became entrepreneurs. In addition to college educated entrepreneurs, more migrant works are returning home to start businesses. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JANUARY 22, 2021 4,177,500 Common Shares TONY FUN, INC. This is the initial public offering of Tony Fun, Inc. We are offering 2,200,000 of our common shares and the selling stockholders are offering 1,977,500 of our common shares. We will not receive any proceeds from the sale of shares by the selling stockholders. We expect the initial public offering price will be between $7.00 to $7.50 per common share. No public market currently exists for our common shares. We have applied for approval of the listing our common shares on the NASDAQ Capital Market and have reserved the symbol "TONY" for such listing for the common shares we are offering. We believe that upon the completion of the offering contemplated by this prospectus, we will meet the standards for listing on the NASDAQ Capital Market. We cannot guarantee that we will be successful in listing our securities on NASDAQ; however, we will not complete this offering unless we are so listed. We are an "emerging growth company" as that term is used in the Jumpstart Our Business Startup Act of 2012, and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. Investing in our common shares involves significant risks. See "Risk Factors" beginning on page 12 of this prospectus. To Our Company To Selling Stockholders Per Share Total Per Share Total Initial public offering price Underwriting discounts and commissions (1) Proceeds to us, before expenses (1) Represents underwriting discount and commissions equal to ___ per share, which is the underwriting discount we have agreed to pay on all investors in this Offering. Delivery of the shares will be made on or about , 2021. These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Prospectus dated , 2021 Promotion of entrepreneurship in China has also manifested itself in the government. A guideline was approved at a State Council executive meeting chaired by Premier Keqiang Li to further encourage the support for innovation and entrepreneurship. The push for mass entrepreneurship and innovation was first put forward by the Premier during the annual meeting of the New Champions 2014 in Tianjin. We believe the increase in entrepreneurship in China will cause demand for retail space to increase, which we expect will, in turn, drive demand for tenancy in our retail shopping center. In addition, we believe retail entrepreneurs will be attracted to our business model and incubation training program, which provides for an instructive, and supportive environment for entrepreneurs during the critical stages of starting up a new business. Our Leased Properties and Managed Properties Our Leased Properties Tony Fun Shopping Mall Tony Fun Shopping Mall is an approximate 524,553 square feet retail shopping mall built in 2012, which we leased and redeveloped in 2015. The 12-acre parcel is made up of 422,210 square feet of retail and 102,343 square feet of underground storage and equipment spaces, as well as parking areas in one building. Tony Fun Shopping Mall represents a life-style shopping experience with themed designs and scenic shopping places. The retail shopping mall features iconic global landscapes and structures, such as the Eiffel Tower and Statute of Liberty to give the shopper a sense of belonging to a global community. Its tenants include independently owned businesses such as non-designer specialty retailers, dining, fashion, entertainment, child development and education. The retail shopping mall also includes play areas for kids, an arcade and an art center. The property is located in Tai an City. As of June 30, 2020, December 31, 2019 and 2018, Tony Fun Shopping Mall occupancy rate was 81%, 87%, and 72%, respectively. Tony Fun Shopping Mall benefits from an economy drawing from the city of Tai an, which has an approximate population of 5.6 million. Tony Fun Shopping Mall is located in the Shandong Tai an Development Line. The Shandong Tai an Development Line is the key development area under the local government s plan, which contains Tai an Municipal Government buildings, the Convention Center, Central Business District and an entertainment center. It is also located within 4.35 miles of Tai an railway station, a high-speed railway station with bullet trains to Beijing, Shanghai and other cities. Managed Properties Zibo Tony Fun Youthful Lifestyle Park Zibo Tony Fun provides business management services for Zibo Tony Fun Youthful Lifestyle Park, whose owner is Shandong Haoke Industrial Co., Ltd., a related party of the Company. The shopping center consists of four floors, and the total area is approximately 159,084 square feet (14,779.37 square meters). Zibo Tony Fun is responsible for the daily management of the retailer and the tenants, including marketing and operations in order to increase the reputation and customer traffic of the shopping center. Zibo Tony Fun earns revenue by providing these services. Zibo Tony Fun Youthful Lifestyle Park was open in October 2018. Zibo Tony Fun Youthful Lifestyle Park benefits from an economy drawing from the city of Zibo, which has an approximate population of 4.71 million. Zibo Tony Fun Youthful Lifestyle Park is part of a renovation project of Zibo City, and located in the center of the so-called "Root of Zibo" on Jinjing Avenue next to the city s core business district. Wuhan Optical Valley International Plaza Wuhan Optical Valley International Plaza is managed by Wuhan Tony Fun Commercial Management Co., Ltd., with a total building area covering approximately 854,655 square feet (79,400 square meters). Wuhan Tony Fun Commercial Management Co., Ltd. is in charge of the daily management and operation of the shopping mall, including increasing its popularity, attracting and retaining tenants and consumers through various methods such as design, decoration, marketing, and earns revenues by providing these services. The company ceased its operation in November 2019 and Shanghai Tony Fun transferred 100% of its equity interest in Wuhan Tony Fun to two third-party companies on June 4, 2020. Our Competitive Strengths We believe the following competitive strengths differentiate us from our competitors and contribute to our ongoing success. Well Positioned to Capture Opportunities in Tier 3 and Tier 4 Cities and Counties. We are primarily focused on redeveloping shopping malls into lifestyle shopping malls for this market segment and have accumulated substantial knowledge and experience about consumers preferences and demands of customers in these markets. We believe we can leverage our experience to capture the growth opportunities in these markets. Experienced Management Team and Personnel with a Demonstrated Track Record. Our management team, led by our Chief Executive Officer Zhiqiang Han, has extensive industry experience and a demonstrated track record of managing costs, adapting to changing market conditions, and redeveloping properties. In addition, Mr. Han has a vast network and understanding of the market. Our workforce is highly skilled with specialized training, designed to address complex and individualized tenant and customer issues. Ability to Attract and Maintain Tenants. We believe our unique incubation-training program attracts young entrepreneurs to our retail shopping centers and helps maintain them as tenants. In addition, we believe our incubation-training program builds loyalty with our tenants. Adaptable Business Model to Changing Consumer Demands. Many people are going to shopping centers and malls to browse, socialize, and consume experiences that go well beyond traditional shopping. Our retail shopping malls offer a diversity of shopping, dining and entertainment facilities to capture this change in consumer demand. Our Strategies Our objective is to become a leading retail shopping operator in China. To achieve this goal, we are pursuing the following strategies: expanding into selected Tier 2, Tier 3 and Tier 4 Cities; attract and retain quality tenants through incubation training; leasing strategy focused on a diverse client mix; offering a large selection of diverse tenants; selectively allocate capital to revenue enhancing projects that we believe will improve the market position of a given commercial property; and selectively invest capital in development and re-development opportunities where we believe the return on such capital is accretive to our shareholders. Our Challenges and Risks We recommend that you consider carefully the risks discussed below and under the heading "Risk Factors" beginning on page 12 of this prospectus before purchasing our common shares. If any of these risks occur, our business, prospects, financial condition, liquidity, results of operations and ability to make distributions to our shareholders could be materially and adversely affected. In that case, the trading price of our common shares could decline and you could lose some or all of your investment. These risks include, among others, the following: we face significant competition in the leasing market, which may decrease or prevent increases of the occupancy and rental rates of our properties; we may be classified as a "Resident Enterprise" of China and such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders; since our operations and assets are located in China, shareholders may find it difficult to enforce a U.S. judgment against the assets of our Company, our directors and executive officers; we must remit the offering proceeds to China before they may be used to benefit our business in China, this process may take a number of months and we will be unable to use the proceeds to grow our business in the meantime; our success depends upon our retaining tenants we have trained through our incubation-training program; we face a wide range of competition that could affect our ability to operate profitably; our ability to implement and maintain an effective system of internal control over our financial reporting; negative publicity surrounding U.S.-listed Chinese companies may unfairly harm our reputation and adversely affect our ability to access capital markets to grow our business; and the regulatory and legal system in China is complex and developing, and future regulations may impose additional requirements on our business. Foreign Private Issuer Status We are incorporated in the British Virgin Islands, and more than 50 percent of our outstanding voting securities are not directly or indirectly held by residents of the United States. Therefore, we are a "foreign private issuer" as defined in Rule 405 under the Securities Act and Rule 3b-4(c) under the Exchange Act. As a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. We will not be required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short-swing profit disclosure and recovery regime. Corporate Information On October 18, 2017, Tony Fun, Inc. ("Tony Fun") was incorporated in the British Virgin Islands. On the same day, the company issued 10,000 common shares at $0.001 per share to its incorporator with cash proceeds of $10. Ownership and Purpose Tony Fun, Inc. – Tony Fun, Inc. is our British Virgin Islands holding company. Glory Han Limited ("Glory Han") – Glory Han is our wholly owned Hong Kong subsidiary. Shanghai Tony Fun Brand Management Co., Ltd. ("Shanghai Tony Fun") – Shanghai Tony Fun is a company incorporated in China and a wholly owned subsidiary of Glory Han. It is the parent company of Beijing Tony Fun and Wuhan Tony Fun and has no other operations at this time. Rongyaohan Technological Enterprise Incubation (Tai an) Co., Ltd. ("Rongyaohan Tai an") – Rongyaohan Tai an was established August 16, 2019 under the laws of China. Since its formation, Rongyaohan Tai an has been registered as a Wholly Foreign-Owned Enterprise ("WFOE") in the State Administration for Industry and Commerce ("SAIC"). Beijing Tony Fun Investment Consulting Co., Ltd. ("Beijing Tony Fun") – Beijing Tony Fun is a company incorporated in China and a wholly owned subsidiary of Shanghai Tony Fun. Its planned business scope includes commercial real estate leasing, operating management and property management. It has limited operations at this time. Wuhan Tony Fun Commercial Management Co., Ltd. ("Wuhan Tony Fun") – Wuhan Tony Fun is a company incorporated in China and a wholly owned subsidiary of Shanghai Tony Fun. Its planned business scope includes operating management and property management and corporate marketing planning. Wuhan Tony Fun ceased its operation in November 2019 and Shanghai Tony Fun transferred 100% of its equity interest in Wuhan Tony Fun to two third-party companies on June 4, 2020. Nanjing Tony Fun Consulting Co., Ltd. ("Nanjing Tony Fun") – Nanjing Tony Fun is a company incorporated in China and a wholly owned subsidiary of Beijing Tony Fun. Its planned business scope includes commercial real estate leasing, operating management and property management. It has limited operations at this time. Hubei Rongzhida Consulting Co., Ltd. ("Hubei Rongzhida") – Hubei Rongzhida is a company incorporated in China and a wholly owned subsidiary of Beijing Tony Fun. Its planned business scope includes commercial real estate leasing, operating management and property management. The Company ceased its operation in July 2019. Tai an Tony Fun Shopping Mall Co., Ltd. ("Tai an Tony Fun") – Tai an Tony Fun is an operating company in China and a wholly owned subsidiary of Beijing Tony Fun. Its business scope includes commercial real estate leasing, operating management and property management. Zibo Tony Fun Commercial Management Co., Ltd. ("Zibo Tony Fun") – Zibo Tony Fun is a company incorporated in China and a wholly owned subsidiary of Beijing Tony Fun. Its planned business scope includes commercial real estate leasing, operating management and property management. Tai an Jinqiao United Business Services Co., Ltd. ("Jinqiao United Business") – Jinqiao United Business is a company incorporated in China and a wholly owned subsidiary of Beijing Tony Fun. Its planned business scope includes commercial real estate leasing, operating management and property management. It has limited operations at this time. Jinan Tony Fun Commercial Management Co., Ltd. ("Jinan Tony Fun") – Jinan Tony Fun is a company incorporated in China and a wholly owned subsidiary of Beijing Tony Fun. Its planned business scope includes commercial real estate leasing, operating management and property management. Corporate Organizational Chart Corporate History Beijing Tony Fun was established on February 28, 2012 under the laws of China. Its original shareholders were Mr. Zhiqiang Han and Ms. Jing Ma, who is the spouse of Zhiqiang Han, which owned 60% and 40% respectively. Shanghai Tony Fun was established on January 9, 2018 under the laws of China, contributed by Glory Han Limited. Since its formation, Shanghai Tony Fun has been registered as a WFOE in the SAIC. Rongyaohan Tai an was established on August 16, 2019 under the laws of China, as a wholly owned subsidiary of Glory Han Limited. Since its formation, Rongyaohan Tai an has been registered as a WFOE in the SAIC. On March 16, 2018, Jing Ma, who is the spouse of Zhiqiang Han, entered into an equity transfer agreement with Shanghai Tony Fun, pursuant to which she agreed to transfer all of her equity interests in Beijing Tony Fun to Shanghai Tony Fun. On April 3, 2018, Zhiqiang Han, the other original shareholder of Beijing Tony Fun, entered into an equity transfer agreement with Shanghai Tony Fun, pursuant to which he agreed to transfer all of his equity interests in Beijing Tony Fun to Shanghai Tony Fun for no consideration. After these equity transfers, Beijing Tony Fun became a wholly owned subsidiary of Shanghai Tony Fun. On June 4, 2019, Wuhan Tony Fun was established in Wuhan, Hubei Province, as a wholly-owned subsidiary of Shanghai Tony Fun. In November 2019, Wuhan Tony Fun ceased its operation. On June 4, 2020, Shanghai Tony Fun transferred 100% of its equity interest in Wuhan Tony Fun to two third-party companies. Tai an Tony Fun, was incorporated in Tai an, Shandong Province, China, on July 28, 2014. Its original shareholders were Beijing Tony Fun, which owned 60% of the equity interests, and two individuals, Zhiqiang Han and Jing Ma, who is the spouse of Zhiqiang Han, which owned 30% and 10% respectively. On April 27, 2016, Zhiqiang Han increased his equity ownership to 58%, Jing Ma increased her equity ownership to 30% and Beijing Tony Fun s equity ownership decreased to 12%. On March 15, 2018, Zhiqiang Han and Jing Ma entered into an equity transfer agreement, pursuant to which Jing Ma agreed to transfer all of her equity interests in Tai an Tony Fun to Zhiqiang Han for no consideration. As a result, Mr. Zhiqiang Han, owned 88% of the equity interests, and Beijing Tony Fun owned 12% of the equity interests. On April 8, 2018, Zhiqiang Han and Beijing Tony Fun entered into an equity transfer agreement, pursuant to which Zhiqiang Han agreed to transfer all of his equity interests in Tai an Tony Fun to Beijing Tony Fun for no consideration. After this equity transfer, Tai an Tony Fun became a wholly owned subsidiary of Beijing Tony Fun. Since its formation in 2012, Beijing Tony Fun has established several other wholly owned subsidiaries: Zibo Tony Fun incorporated on December 1, 2017; Nanjing Tony Fun incorporated on December 14, 2017; Jinqiao United Business incorporated on February 23, 2018; Hubei Rongzhida incorporated on April 24, 2018; and Jinan Tony Fun incorporated on May 14, 2018. On December 1, 2017, Zibo Tony Fun was established in Zibo, Shandong Province, as a wholly-owned subsidiary of Beijing Tony Fun. On December 14, 2017, Nanjing Tony Fun was established in Nanjing, Jiangsu Province, as a wholly-owned subsidiary of Beijing Tony Fun. On February 23, 2018, Jinqiao United Business was established in Tai an, Shandong Province, as a wholly owned subsidiary of Beijing Tony Fun. On April 24, 2018, Hubei Rongzhida was established in Jingmen, Hubei Province, as a wholly owned subsidiary of Beijing Tony Fun. In July 2019, the Company ceased the operation of Hubei Rongzhida. On May 14, 2018, Jinan Tony Fun was established in Jinan, Shandong Province, as a wholly owned subsidiary of Beijing Tony Fun. Implications of Being an Emerging Growth Company We are an "emerging growth company," as defined in the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We have not made a decision whether to take advantage of any or all of these exemptions. If we do take advantage of any of these exemptions, we do not know if some investors will find our common shares less attractive as a result. The result may be a less active trading market for our common shares and the price of our common shares may be more volatile. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 (the "Securities Act") for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to "opt out" of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. We will remain an "emerging growth company" until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed US$1.07 billion, (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the "Exchange Act"), which would occur if the market value of our common shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. The Offering Common shares offered by us: 2,200,000 Common shares offered by Selling Stockholders: 1,977,500 Common shares outstanding immediately prior to this offering: 14,510,000 Common shares outstanding immediately after this offering: 16,710,000 Offering price per common share: $ per share Use of proceeds: We expect to receive net proceeds of approximately $14.1 million in this offering, assuming an initial public offering price of $7.25 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and offering expenses payable by us. The net proceeds from this offering must be remitted to China before we will be able to use the funds to grow our business. We intend to use the net proceeds of this offering as follows after we complete the remittance process: approximately $6.0 million for redevelopment of existing shopping malls and future new shopping malls. However, we have no current understandings, agreements or commitments for any specific material acquisition at this time; approximately $4.0 million for paying off debt; and any balance for additional working capital. See "Use of Proceeds"
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001741603_accel_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001741603_accel_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..95ada4c34205d60a95043cf66d98c48be6705954
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001741603_accel_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY THE FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION. AMOUNTS HEREIN ARE IN U.S. DOLLARS UNLESS OTHERWISE SPECIFIED. OUR FINANCIAL STATEMENTS ARE PREPARED IN ACCORDANCE WITH ACCOUNTING PRINCIPAL S GENERALLY ACCEPTED IN THE UNITED STATES. This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including Risk Factors , Management s Discussion and Analysis of Financial Condition and Results of Operations and the Financial Statements, before making an investment decision. In this Prospectus, the terms Accel Liquid Gels, Inc.., Company, we, us, and our, refer to ACCEL LIQUID GELS, INC. Overview We were incorporated in the State of Wyoming on December 28, 2016, under the name of Perseverance, Inc. Our articles of incorporation were amended on April 16, 2018 to change our name to Accel Liquid Gels, Inc. Accel Liquid Gels, Inc. is in full production and distribution to wholesalers, retailers, as well as online at www.accelliquidgels.com. Accel Liquid Gels, Inc. has one energy liquid gel capsule (named Accel Liquid Gels). GENERAL INTRODUCTION Accel Liquid Gels, Inc. is currently in full production and distribution to wholesalers, retailers, as well as online at www.accelliquidgels.com. Accel has commenced its major operations of having one product, a liquid gel capsule (named Accel Liquid Gels), manufactured by an unaffiliated outside provider (Sport Energy) that manufactures liquid gels to various companies, but has not distributed this product to anyone except Accel. The company is presently marketing the Accel Liquid Gel capsule to wholesalers, retailers, and online at www.accelliquidgels.com. Accel is considered a full production and distribution stage company because it has commenced all major operations with outside wholesalers and retailers and has sold 11,200 bottles for $101,000 in total sales, against a loss of $120 for the prior year ending May 31, 2020. The 11,200 bottles sold to date consist of one sales transaction to a single purchaser. The product is an energy liquid gel capsule containing L-Taurine, L-Tyrosine, Beta Alanine, DL-Phenylalanine, Evodiamine, Niacinamide/Nicotinamide, Glucuronolactone, Folic Acid, Riboflavin, Pyridoxine HCL, Yellow Beeswax, Lecithin, Soybean Oil, Gelatin, Calcium Pantothenate Powder, Caffeine Anhydrous Powder, Niacin, Cyanocobalamin, Vitamins B2, B3, B6, and B12, and Purified Water. The product is to be taken orally. Upon digestion the product is absorbed within the bloodstream ultimately providing the user enhanced energy. Beyond the general FDA requirements that every dietary supplement be labeled as such, either with the term dietary supplement or with a term that substitutes a description of the product s dietary ingredient(s) for the word dietary (e.g., herbal supplement or calcium supplement ), and the FDA s safety monitoring responsibilities for dietary supplement firms once a dietary supplement is on the market, there are no additional FDA requirements specific to this product, and federal law does not require dietary supplements to be proven safe to FDA s satisfaction before they are marketed. The labeling and notice requirements include notification of new dietary ingredient(s) to a supplement. Moreover, the FDA has certain safety monitoring responsibilities. These include monitoring mandatory reporting of serious adverse events by dietary supplement firms and voluntary adverse event reporting by consumers and health care professionals. Also, as its resources permit, the FDA also reviews product labels and other product information, such as package inserts, accompanying literature, and Internet promotion. Also, dietary supplement firms must report to FDA any serious adverse events that are reported to them by consumers or health care professionals. Accel Liquid Gels, Inc. has not sent the product to the FDA for approval because it is not required, and because it would be a lengthy and costly process to have this product FDA approved when not required. The energy liquid gel capsules are manufactured by Sport Energy, who adheres to strict guidelines they are placed under by all agencies with whom they work. Sport Energy indicated they may use other outside sources to produce our product but has verbally indicated that all their ingredients used in any consumable products are very closely monitored. The manufacturer is registered as a Good Manufacturing Practices (GMP) company with NSF s Dietary Supplement Certification program and the Natural Products Association (NPA), a status they have held for many years. Manufacturing of the product is complete, although manufacturing will be ongoing as supply and demand dictates. Accel Liquid Gels, Inc. has nothing proprietary about their product. Presently, Accel has no intellectual properties in connection with the capsules. However, we believe our product is superior then that of the competition due to the product being in a soft gel form, avoiding substantial product break down before digestion as this happens with many competitors products. The formula for the product is owned by its manufacturer, Sport Energy, and as owner of the formula, Sport Energy could sell the product to other companies, or could release the formula to competitors to manufacture. Moreover, competitors on their own could market a similar product under a different or similar name to draw customers away from us, thus affecting our sales and revenue opportunities. Each of these scenarios are risks associated with our company not having a proprietary interest in the product and not having intellectual property protections regarding the product or its formula. The competition for and difficulty in selling an energy liquid gels may affect our ability to maintain profitable operations in the future. Companies that are engaged in this product market include large, established companies with substantial capabilities and long earnings records. Table of Contents The Company has minimal revenue. Without additional capital, the Company will not be able to remain in business. These factors raise a substantial doubt about the Company s ability to continue as a going concern. Company financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. Achievement of the Accel Liquid Gel, Inc. business objective is basically dependent upon the judgment, skill, and knowledge the Company s management. Ms. Carson is currently the Company s sole executive officer and director. There can be no assurance that a suitable replacement could be found for our sole executive officer and director upon her retirement, resignation, inability to act on our behalf, or death. Should the Company be unable to raise additional financing it would be unable to remain in business. BUSINESS DEVELOPMENT The Company was incorporated on December 28, 2016. The Company has passed through all stages of development to full operations from incorporation, and the Company is currently in full production and distribution to wholesalers and retailers as well as online at www.accelliquidgels.com. Initial Sales Strategy We have established a strong sales approach; our approach utilizes direct sales through Ms. Carson to our wholesalers and retailers as well as our company s professional and easy to use web site to generate sales. Our direct sales will be conducted by Ms. Carson. She will market the product to wholesalers nationally, to retail chain stores and worldwide distributors. The Company s current marketing strategy consists of various Point of Sale materials to include advertising posters, flyers and magnetic strips with the Company s name and its product developed by Ms. Carson in the past several months. In addition, sales will be done with referrals, distribution by our wholesalers and online marketing at www.accelliquidgels.com. DESCRIPTION OF PROPERTY The Company uses a corporate office located at: 5308 W Cygnus Hill Cove, West Jordan, Utah 84081. This facility is being provided to the Company free of charge by Ms. Carson. Ms. Carson is providing her own facility free of charge until the company needs additional space to store inventory over 100,000 bottles. Ms. Carson indicates she has enough room to store 100,000 bottles of Accel Liquid Gels product, so no additional room is needed at this time or. There are currently no proposed programs for renovation, improvement, or development of the facility currently in use. PRINCIPAL OPERATIONS, PRODUCTS AND SERVICES OF THE COMPANY Accel Liquid Gels, Inc. was incorporated in the State of Wyoming on December 28, 2016. Accel Liquid Gels, Inc. currently markets and sales one liquid gel capsule (named Accel Liquid Gels). Accel Liquid Gels, Inc. is currently a full production and distribution, and retail stage company. Achievement of the Accel Liquid Gels, Inc. s business objective is basically dependent upon the judgment, skill and knowledge the Company s management. Ms. Carson is currently the Company s sole executive officer and director. There can be no assurance that a suitable replacement could be found for our sole executive officer and director upon her retirement, resignation, inability to act on our behalf, or death. Corporate Information Our principal executive office is located at: 5308 W. Cygnus Hill Cove, West Jordan, Utah 84081. INTERNET ADDRESS Our Internet address is: http://www.accelliquidgels.com RISK FACTORS The Company's financial condition, business, operation, and prospects involve a high degree of risk. You are urged to carefully read and consider the risks and uncertainties described below as well as the other information in this report before deciding to invest in our Company. If any of the following risks are realized, our business, operating results and financial condition could be harmed, and the value of our stock could go down. This means that our stockholders could lose all or a part of their investment. For a more detailed discussion of some of the risks associated with our Company, you are urged to carefully review and consider the section entitled "Risk Factors beginning on page 10 of this prospectus. Registration No. 333-258166 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001745020_theseus_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001745020_theseus_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..000b7ca59c36359724c42d67eda917d939a1eddf
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001745020_theseus_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should carefully read this prospectus in its entirety before investing in our common stock, including the sections titled Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, and Special Note Regarding Forward-Looking Statements, and our financial statements and the accompanying notes included elsewhere in this prospectus. In this prospectus, unless context requires otherwise, references to we, us, our, Theseus, or the Company refer to Theseus Pharmaceuticals, Inc. Overview We are a biopharmaceutical company focused on improving the lives of cancer patients through the discovery, development and commercialization of transformative targeted therapies. Our development programs are designed to address drug resistance mutations in key driver oncogenes, which are mutated genes that cause cancer. Resistance mutations limit the efficacy of existing targeted therapies by rendering tumor cells unresponsive to drugs, and therefore present a critical challenge in cancer treatment today. Our initial focus is on developing the next generation of tyrosine kinase inhibitors, or TKIs, and is rooted in the critical role that tyrosine kinases play in the development of cancer. Despite the commercial success of approved TKIs, the development of drug resistance is a persistent limitation, narrowing the number of effective treatment options available to patients as they progress through subsequent lines of therapy. Our goal is to develop pan-variant kinase inhibitors inhibitors that target all major cancer causing and drug resistance mutations in clinically significant protein kinases. We believe that truly pan-variant inhibitors are required to effectively inhibit the heterogeneous mix of resistance mutations found in patients, and may also suppress the emergence of new mutations when used in earlier lines of therapy. To develop such inhibitors, we deploy our novel predictive resistance assay, or PRA, a highly differentiated cell-based method for testing TKIs that we believe is predictive for pan-ness. Our lead product candidate, THE-630, is a pan-variant inhibitor of all major classes of activating and resistance mutations of the KIT kinase, or a pan-KIT inhibitor, for the treatment of gastrointestinal stromal tumors, or GIST, a type of cancer characterized by oncogenic activation of KIT. THE-630 is derived from intellectual property exclusively licensed to us by ARIAD Pharmaceuticals, Inc., or ARIAD. We have recently submitted an Investigational New Drug, or IND, application to the U.S. Food and Drug Administration, or FDA, for the evaluation of THE-630 in patients with advanced GIST whose disease has developed resistance to prior KIT-targeting therapies, and, if cleared by the FDA, we plan to initiate a phase 1/2 dose escalation and expansion clinical trial between late fourth quarter 2021 and mid-first quarter 2022. Our second program is focused on next-generation inhibitors of epidermal growth factor receptor, or EGFR, that are active against C797S, the most common EGFR mutation that causes resistance to first- or later-line osimertinib treatment in patients with non-small cell lung cancer, or NSCLC. We have developed a series of fourth-generation EGFR inhibitors designed to inhibit the full range of single-, double- and triple-mutant variants found in the tumors of patients with EGFR-mutant NSCLC that have developed resistance to osimertinib in first- or later-line therapy, including the C797S mutation. We intend to nominate a development candidate from our EGFR inhibitor program in the first half of 2022, and thereafter initiate IND-enabling studies. Our differentiated approach to addressing drug resistance is built on three strategic pillars: (1) targeting clinically-validated oncogenic drivers that have a clear unmet need; (2) integrating structure-guided drug design with our predictive screening methodologies, including our PRA; and (3) pursuing translationally-driven, biomarker-guided clinical development strategies. We believe our research and development approach, honed over years of our management team s experience in developing approved therapeutics at ARIAD positions us well to develop a pipeline of drugs to address the challenges posed by resistance mutations. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated September 30, 2021 PRELIMINARY PROSPECTUS 8,333,500 Shares Theseus Pharmaceuticals, Inc. Common Stock We are offering 8,333,500 shares of our common stock. This is our initial public offering of our common stock. Prior to this offering, there has been no public market for shares of our common stock. We expect that the initial public offering price will be between $14.00 and $16.00 per share. We have applied to list our common stock on the Nasdaq Global Select Market under the symbol THRX. We are an emerging growth company and a smaller reporting company under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See the section titled Prospectus Summary Implications of Being an Emerging Growth Company and a Smaller Reporting Company. Investing in our common stock involves a high degree of risk. See the section titled Risk Factors beginning on page 11 of this prospectus to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission approved or disapproved of the securities that may be offered under this prospectus, nor have any of these organizations determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PER SHARE TOTAL Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $ (1) See the section titled Underwriting beginning on page 183 of this prospectus for additional information regarding underwriting compensation. We have granted the underwriters an option for a period of 30 days to purchase up to an additional 1,250,025 shares of our common stock. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will be $ . Delivery of the shares of common stock is expected to be made on or about , 2021. Joint Book-Running Managers Jefferies SVB Leerink Cantor Lead Manager Wedbush PacGrow The date of this prospectus is , 2021. Table of Contents TABLE OF CONTENTS PAGE PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001746563_diamond_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001746563_diamond_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d36f46b4d6824b8ab60ff7cc3b1b115e8cb1c236
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001746563_diamond_prospectus_summary.txt
@@ -0,0 +1,61 @@
+PROSPECTUS SUMMARY
+ 
+ This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in the common stock of PotNetwork Holdings, Inc. (referred to herein as the Company, POTN, we, our, and us ). You should read this entire prospectus carefully, including Risk Factors, Management s Discussion and Analysis of Financial Condition or Plan of Operations, and our financial statements and the related notes appearing at the end of this prospectus, before making an investment decision. 
+ 
+ Overview
+ 
+ The Company s primary business is conducted through its subsidiary, First Capital Venture Co., whose subsidiary, Diamond CBD, Inc. ( Diamond CBD ) is engaged in the development and sales of hemp-derived CBD oil containing products. Generically, products containing hemp-derived CBD are sold as dietary supplements.
+ 
+ Hemp-derived CBD is distinguishable from CBD derived from marijuana. Hemp-derived CBD contains not more than 0.3 percent of THC, while marijuana contains in excess of this amount. Marijuana is regulated under the Controlled Substances Act. We do not believe that our hemp-derived CBD products are regulated under the Controlled Substances Act, but under the Agricultural Act of 2018, known as the Farm Bill .
+ 
+ The Company maintains that all products produced and marketed by it, are in compliance with the Farm Bill and all other federal and state law and regulation.
+ 
+ Diamond CBD s products are marketed under 15 brand names, including Diamond CBD , Chill , Relax , MediPets and the premium Meds BioTech label, as well as many others. In total, Diamond CBD offers more than 800 products in variations by flavor, concentration and size that are sold over a nationwide distribution network exceeding 550 distributors and resellers that sell to thousands of brick-and-mortar retailers and online merchants. The overall product line, because of its size, is constantly in flux as new products are added and products are culled based on several factors including, but not limited to, consumer acceptance, inventory levels, and replacement as the result of incremental improvement.
+ 
+ Diamond CBD also offers for sale a majority of its products direct to consumers via its website at http://www.diamondcbd.com.
+ 
+ Corporate History
+ 
+ PotNetwork Holdings, Inc., (the Company or the Registrant ) was originally incorporated in Nevada in 1988 as H P Capital Corp. The Company redomiciled in Wyoming in 2004 and changed its name to My Medical CD, Ltd. From May 2016 to March 2017, the Company was known as SND Auto Group, Inc. On March 3, 2017, the Company redomiciled in Colorado, and changed its name to PotNetwork Holdings, Inc.
+ 
+ On January 30, 2017, the Company acquired via reverse triangular merger 100% of the ownership interest of the privately-held First Capital Venture Co., a Florida corporation. First Capital Venture Co. is the owner of Diamond CBD, Inc. selling numerous CBD Oil products at both wholesale and retail. Pursuant to the Share Exchange and Reorganization Agreement, the First Capital Venture Co. shareholders exchanged their shares which they held in First Capital Venture Holdings Co. for an aggregate total of 50,000 Class A preferred shares of the Company, wherein the shareholders would own 100% of this class of stock of the Company (the Class A Preferred Shareholders ), which in the aggregate conferred voting control of the Company. First Capital Venture Co. became a wholly-owned subsidiary of the Company as result of the transaction. 
+ 
+ Pursuant to a Stock Purchase Agreement dated June 8, 2017, the Company acquired all the capital stock of PotNetwork Media Group, Inc., a Nevada corporation ( PMG ), in exchange for 3,000,000 shares of the Company s common stock issued to the shareholders of PMG, and the cancellation of a $50,000 promissory note between the Company and PMG. As a result, PMG became a wholly-owned subsidiary of the Company. PMG is the owner of the website www.potnetwork.com. Potnetwork.com is an informational website on the overall cannabis industry and does not market any products. PMG is also the publisher of a magazine titled PotNetwork. 
+ 
+ 
+ 6
+ 
+
+ Table of Contents
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ The Company has two (2) wholly-owned subsidiaries:
+ 
+ 
+ 
+ First Capital Venture Co., a Florida corporation which has as its wholly-owned subsidiary, Diamond CBD, Inc., a Delaware corporation
+
+ 
+ 
+ 
+ PotNetwork Media Group, Inc., a Nevada corporation, operator of the website, PotNetwork.com.
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ <a name="
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001747748_qualtrics_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001747748_qualtrics_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001747748_qualtrics_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001749704_agiliti_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001749704_agiliti_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ec157eddb8653da703bd9bb84fecb97c4ae54cbe
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001749704_agiliti_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our common stock. For a more complete understanding of us and this offering, you should read and carefully consider the entire prospectus, including the more detailed information set forth under Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes. Some of the statements in this prospectus are forward-looking statements. See Forward-Looking Statements. Unless the context otherwise requires, the terms Agiliti, the Company, our company, we, us and our in this prospectus refer to Agiliti, Inc. and, where appropriate, its consolidated subsidiaries. The term THL refers to Thomas H. Lee Partners, L.P., our principal stockholder, and the term THL Stockholder refers to THL Agiliti LLC, an affiliate of Thomas H. Lee Partners, L.P. Our Mission Agiliti is an essential service provider to the U.S. healthcare industry with solutions that help support a more efficient, safe and sustainable healthcare delivery system. We ensure healthcare providers have the critical medical equipment they need to care for patients wherever and whenever it s needed with a service model that helps lower costs, reduce waste and maintain the highest quality standard of medical device management in the industry. We are motivated by a belief that every interaction has the power to change a life, which forms the cornerstone of how we approach our work and frames the lens through which we view our responsibility to make a difference for the customers, patients and communities we serve. Overview We believe we are one of the leading experts in the management, maintenance and mobilization of mission-critical, regulated, reusable medical devices. We offer a comprehensive suite of medical equipment management and service solutions that help providers reduce capital and operating expenses, optimize medical equipment utilization, reduce waste, enhance staff productivity and bolster patient safety. We commenced operations in 1939, originally incorporated in Minnesota in 1954 and reincorporated in Delaware in 2001. Since January 2019, we have been controlled by the THL Stockholder. In our more than 80 years serving healthcare providers, we ve built an at-scale, strong nationwide operating footprint allowing us to reach customers across the entire healthcare continuum from individual facilities to the largest and most complex healthcare systems. Our ability to rapidly mobilize, track, repair and redeploy equipment during times of peak need or emergent events has made us a service provider of choice for city, state and federal governments to manage emergency equipment stockpiles. Table of Contents BASIS OF PRESENTATION Unless we state otherwise or the context otherwise requires, the terms Agiliti, the Company, our company, we, us, and our in this prospectus refer to Agiliti, Inc. and, where appropriate, its consolidated subsidiaries. The term THL refers to Thomas H. Lee Partners, L.P., our principal stockholder, and the term THL Stockholder refers to THL Agiliti LLC, an affiliate of Thomas H. Lee Partners, L.P. Agiliti Health, Inc. is the predecessor of Agiliti, Inc. for financial reporting purposes. The financial data presented in this prospectus for the year ended December 31, 2020 (Successor), the period from January 1 through January 3, 2019 (Predecessor) and for the period from January 4 through December 31, 2019 (Successor) is derived from the audited consolidated financial statements of Agiliti, Inc. and the related notes thereto included elsewhere in this prospectus. The financial data for the year ended 2018 is derived from the audited consolidated financial statements of Agiliti Health, Inc. and the related notes thereto included elsewhere in this prospectus. MARKET AND INDUSTRY DATA Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position is based on a variety of sources, including information from independent industry analysts and publications, as well as our own estimates and research. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the information presented in this prospectus is generally reliable, forecasts, assumptions, expectations, beliefs, estimates and projects involve risk and uncertainties and are subject to change based on various factors, including those described under Forward-Looking Statements and Risk Factors . Certain information in the text of this prospectus relating to the size of the U.S. medical equipment services market is contained in independent industry publications produced by Frost & Sullivan, Prescient & Strategic Intelligence, Zion Market Research and iData Research. This prospectus includes references to our Net Promoter Score. A Net Promoter Score is a metric used for measuring customer satisfaction and loyalty. We calculate our Net Promoter Score by asking customers the following question: How likely are you to recommend Agiliti to another organization? Customers are then given a scale from 0 (labeled as Not at all likely ) to 10 (labeled as Extremely Likely ). Customers rating us 6 or below are considered Detractors , 7 or 8 are considered Passives , and 9 or 10 are considered Promoters . To calculate our Net Promoter Score, we subtract the total percentage of Detractors from the total percentage of Promoters. For example, if 50% of overall respondents were Promoters and 10% were Detractors, our Net Promoter Score would be 40. The Net Promoter Score gives no weight to customers who decline to answer the survey question. This method is substantially consistent with how businesses across our industry and in other industries typically calculate their Net Promoter Score. Our most recent Net Promoter Score as of December 31, 2020 was 55. We use our Net Promoter Score results to anticipate and provide more attention to customers who may be in the Detractor category and, for those in the Promoter category, as a predictive indicator of a customer s desire to remain a customer for the long-term. TRADEMARKS AND TRADENAMES This prospectus includes our trademarks and service marks such as Agiliti and the Agiliti logo, Asset360 , BioMed360 , Universal Hospital Services, Inc., UHS and the UHS logo, OnCare, Harmony and Quartet which are protected under applicable intellectual property laws and are the property of us or our subsidiaries. This prospectus also contains trademarks, service marks, trade names and copyrights of Table of Contents Agiliti at-a-glance: Powered by an at-scale, nationwide logistics and service infrastructure Our diverse customer base includes approximately 7,000 active national, regional and local acute care hospitals, health system integrated delivery networks and alternate site providers (such as surgery centers, specialty hospitals, home care providers, long-term acute care hospitals and skilled nursing facilities). We serve the federal government as well as a number of city and state governments providing management and maintenance of emergency equipment stockpiles, and we are an outsourced service provider to medical device manufacturers supporting critical device remediation and repair services. We deliver our solutions through our nationwide network of 98 service centers and seven Centers of Excellence, employing a team of more than 500 specialized biomed repair technicians, more than 2,800 field-based service operators who work onsite within customer facilities or in our local service centers, and approximately 200 field sales and account managers. Our fees are paid directly by our customers rather than by direct reimbursement from third-party payors, such as private insurers, Medicare or Medicaid. Industry Challenges Across the healthcare system, providers face compounding financial and operational challenges, including cost pressure from payors, nursing and clinical staff shortages, increasing regulatory oversight, and advances in medical technology that generally result in higher prices for newer equipment and a higher cost of managing that equipment over its lifecycle. In our experience, one area that most hospitals and health systems identify for operational and cost improvement is the management and maintenance of medical equipment. Healthcare facilities have been shown to own large quantities of reusable capital equipment ranging from multi-million dollar highly technical devices (e.g. MRIs) to lower cost, high volume devices (e.g. infusion pumps) required for patient care, treatment and diagnosis. In our experience, providers often face challenges effectively managing their medical equipment inventory. Hospitals typically utilize roughly 42% of their owned medical equipment inventory at any given time, yet caregivers report that they routinely lack access to readily available patient-ready equipment. Nurses report spending an average of 20 minutes per shift searching for equipment, and no more than 37% of their time on direct patient care. Operational silos that naturally occur among hospital departments create inadvertent breakdowns within equipment management workflows, from the administrators who order equipment, to the support staff who clean/reprocess and deliver the equipment, to the nurses and doctors who use the equipment. Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001759008_carlotz_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001759008_carlotz_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001759008_carlotz_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001760173_surgalign_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001760173_surgalign_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001760173_surgalign_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001761078_interior_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001761078_interior_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001761078_interior_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001762459_atotech_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001762459_atotech_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001762459_atotech_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001771815_purposebui_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001771815_purposebui_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..88acedeee2fd4f0918ccea806063f81462c83528
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001771815_purposebui_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in shares of our common stock. Before you decide to invest in shares of our common stock, you should read this entire prospectus carefully, including the sections entitled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. This summary contains forward-looking statements that involve risks and uncertainties. Unless otherwise stated, as used in this prospectus, PurposeBuilt Brands, PurposeBuilt, the Company, we, us and our refer to PurposeBuilt Brands, Inc. and its consolidated subsidiaries. Overview Our Mission: We build cleaning and disinfection products that enhance the appearance, performance and protection of people s valued surfaces, spaces and equipment PurposeBuilt Brands is a high-growth portfolio of category-leading, efficacy-driven specialty cleaning and disinfection brands with a 40-year track record of successive annual sales growth. We create products that can be trusted to perform optimally on people s valued surfaces, spaces and equipment and are formulated to be better for them, their families, their businesses and the environment. We acquired several of our brands in recent years. We participate in the large, growing and attractive U.S. household and commercial cleaning markets and are strategically aligned with several compelling secular trends including: increased prevalence of specialty surfaces in and around the home; an increased desire for environmentally friendly cleaners that do not sacrifice efficacy; and a growing preference to frequently disinfect surfaces for safety and peace-of-mind, which has been further bolstered by the COVID-19 pandemic. We develop, grow and acquire premium, market-leading specialty cleaning and disinfecting brands that users trust. Our consumer specialty cleaning brands include Weiman, Goo Gone and Wright s, all of which have #1 market shares in their respective categories. Our acquisitions of Green Gobbler and biokleen have enabled us to expand into high-growth, eco-friendly cleaning categories for in-and-around the home. Our leading commercial brands include Urnex, Five Star and Opti-Cide, which are focused on the growing specialty beverage and healthcare industries. We also leverage our agile state-of-the-art in-house research and development ( R&D ) and manufacturing capabilities, coupled with a broad co-manufacturing network, to innovate, develop and launch specialized products rapidly with world-class efficacy, consistency and quality. Our brands are available everywhere consumers shop, and we have a broad presence across both blue-chip retailers and the e-commerce landscape. Our products are available at over 475,000 points of sale at the largest national retailers across the home improvement, mass, hardware and grocery channels, and we are expanding in the discount, club and dollar store channels. To complement our national retailer business, we have built a robust e-commerce presence and driven rapid growth across online marketplaces, such as Amazon, the e-commerce sites of our retail partners and our own direct-to-consumer brand websites. We have driven robust organic growth through our broad distribution network, highly effective digital strategy and successful innovation, which have all been supported by our agile supply chain. We have Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED , 2021 PROSPECTUS Shares PurposeBuilt Brands, Inc. Common Stock This is the initial public offering of shares of common stock of PurposeBuilt Brands, Inc. We are selling shares of our common stock. We currently expect the initial public offering price to be between $ and $ per share of common stock. We intend to apply to list our shares of common stock on The Nasdaq Global Market ( Nasdaq ) under the symbol PBLT. After the completion of this offering, certain investment funds associated with The Carlyle Group ( Carlyle ) and certain investment funds associated with TA Associates ( TA Associates and, together with Carlyle, our Principal Stockholders ) will be parties to a stockholders agreement and will beneficially own approximately % of our common stock (or % if the underwriters exercise in full their option to purchase additional shares of common stock). As a result, we will be a controlled company within the meaning of the Nasdaq corporate governance standards. See Management Controlled Company Exception and Principal Stockholders. We are an emerging growth company as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. See Summary Implications of Being an Emerging Growth Company. Investing in shares of our common stock involves risks. See Risk Factors beginning on page 25 of this prospectus. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discount(1) $ $ Proceeds to PurposeBuilt Brands, Inc., before expenses $ $ (1) See the section titled Underwriting (Conflicts of Interest) for a description of compensation payable to the underwriters and estimated offering expenses. To the extent that the underwriters sell more than shares of our common stock, the underwriters have the option, within 30 days from the date of this prospectus, to purchase up to an additional shares of our common stock from us at the initial public offering price less the underwriting discount. At our request, the underwriters have reserved shares of common stock, or up to % of the shares of common stock to be issued by us and offered by this prospectus for sale, at the initial public offering price through a directed share program (the Directed Share Program ) to certain individuals associated with us, including our directors, officers, employees, business associates and related persons. See Underwriting (Conflicts of Interest) Directed Share Program. The underwriters expect to deliver the shares of our common stock against payment in New York, New York on or about , 2021. Joint Book-Running Managers Barclays Morgan Stanley Goldman Sachs & Co. LLC Baird (in alphabetical order) BofA Securities Credit Suisse UBS Investment Bank Co-Managers Academy Securities Blaylock Van, LLC R. Seelaus & Co., LLC Ramirez & Co., Inc. TCG Capital Markets L.L.C. The date of this prospectus is , 2021. Table of Contents complemented our organic growth by executing a disciplined and highly accretive M&A strategy, and we have successfully acquired and integrated six companies, which includes nine brands, since 2014. From the fiscal year ended December 31, 2018 to the fiscal year ended December 31, 2019 (which includes the predecessor period ended March 25, 2019 and the successor period ended December 31, 2019) to the 12 months ended September 30, 2020, our net sales grew from $175.9 million to $195.5 million to $265.4 million, and our net income (loss) decreased from $17.6 million to $(36.6) million then increased to $(25.2) million. From the fiscal year ended December 31, 2019 (which includes the predecessor period ended March 25, 2019 and the successor period ended December 31, 2019) to the 12 months ended September 30, 2020, our Adjusted EBITDA grew from $52.2 million to $62.7 million. In the fiscal year ended December 31, 2019 (which includes the predecessor period ended March 25, 2019 and the successor period ended December 31, 2019) and the 12 months ended September 30, 2020, we had an Adjusted EBITDA margin of 26.7% and 23.6%, respectively, in line with our best-performing peers. From the fiscal year ended December 31, 2018 to the 12 months ended September 30, 2020, excluding the impact of acquisitions, our net sales grew from $136.4 million to $168.7 million. The robust growth in net sales for the nine months ended September 30, 2020 was due mostly to increased demand for our consumer products, which was already experiencing strong growth that was further accelerated by the COVID-19 pandemic coupled with the Green Gobbler and biokleen acquisitions. Healthcare products additionally experienced accelerated growth due to COVID-19. Adjusted EBITDA, Adjusted EBITDA margin and net sales, as adjusted to exclude the impact of acquisitions, are measures that are not presented in accordance with U.S. generally accepted accounting principles ( GAAP ), which are used by management to evaluate our financial performance and for planning and forecasting purposes. See Summary Historical Consolidated Financial and Other Data and Management s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures for reconciliations of these non-GAAP measures to the most directly comparable GAAP measures. Industry Background We participate in the large and growing consumer and commercial cleaning markets with a total addressable market of over $21 billion. The Consumer Market for Cleaning Products is Large, Attractive and Growing We operate in the highly attractive U.S. cleaning industry, which benefits from scale, strong growth dynamics and positive consumer demand trends. According to Information Resources, Inc. ( IRI ), the household cleaning market generated total retail sales of approximately $17.0 billion in the 2020 LTM Period (as defined below), up from approximately $12.5 billion in the 2017 LTM Period (as defined below), representing a CAGR of 11%, and $13.2 billion in the 2019 LTM Period (as defined below), representing 29% growth. The industry has also proven relatively stable during economic cycles due to the consumable nature and routine use of cleaning products. We expect the U.S. consumer market for cleaning products will continue to grow at an increased rate over the long-term, in part as a result of the COVID-19 pandemic, which we believe has permanently changed consumer habits. Consumers are spending more time in their homes and placing greater importance on the comfort and cleanliness of their living spaces. In addition, consumers are renovating and upgrading their homes with the vision of socializing at home with family and friends more than they have previously done. We believe the increased focus on cleaning, sanitizing and disinfecting will remain at current elevated levels for the foreseeable future. Table of Contents PurposeBuilt BRANDS Purpose Built BRANDSWe build We make proprietary, We invest in products that in-house our brands are efficacious capabilities We take care of We build We build strong special, valuable our own loyalty and trust surfaces innovations with our users We have grown We ensure our We are via disciplined brands are found sustainable and and strategic everywhere our responsible acquisitions customers shop Table of Contents Our brands are strategically aligned with secular trends supporting continued growth in this market including a consumer shift to specialty cleaning products, a growing desire for eco-friendly products and a longer-term need for efficacious disinfection: Specialty Cleaning: The specialty cleaning segment continues to grow as the prevalence of premium surfaces and appliances (such as stainless steel, granite and hardwood) increases across consumers homes and as consumers seek specialty cleaning products to care for those surfaces and appliances. U.S. home remodels and renovations grew at approximately 6% on a quarterly basis over 2018 and 2019. Our products address specialty cleaning needs for a majority of the top surfaces that were renovated in 2019. A consumer survey that we conducted showed that, across six different specialty surfaces, an average of approximately 35% of respondents reported using surface-specific cleaners, while an average of approximately 38% reported using either all-purpose cleaners ( APCs ) or glass cleaners. We believe a majority of users of APCs are willing to switch to specialty products, which are formulated for maximum efficacy and protection of a specific surface, suggesting a large and growing market for the specialty cleaning category. This combination of a growing base of installed premium surfaces and increasing switching behavior has driven growth in the specialty cleaning segment. Eco-friendly: Consumers increasingly care about environmental sustainability and the potentially harmful ingredients in the products they use, which has driven demand for natural and organic products. Sales of the largest brands of eco-friendly cleaning products (excluding our brands), representing approximately two-thirds of sales in the category, have grown at a CAGR of 29% from the 2017 LTM Period to the 2020 LTM period, according to IRI. This sales growth is largely a result of increased distribution and higher consumer spend. Longer term, the global green cleaning products market projects strong growth of 12% annually through 2029, according to industry research firm Prophecy Market Insights. Disinfection: The consumer market for disinfection products has grown to $3.8 billion in the 2020 LTM Period with a historical CAGR of 15% since 2017. Consumer habits appear to be deeply affected by COVID-19, which has increased the frequency of disinfecting and purchases of disinfection products. Changes in consumer behavior due to prior health crises, such as Ebola and H1N1, support that a new higher baseline for household penetration is set each time there is a health crisis, with growth for disinfection products continuing to accelerate after these crises. We believe the use of disinfection products will remain at current levels even after a COVID-19 vaccine is deployed. The Commercial Healthcare and Specialty Beverage Cleaning Markets Are Sizeable and Expanding Sales in the U.S. commercial cleaning market are estimated to be approximately $7.0 billion and growing in the market segments in which we operate. The addressable U.S. commercial cleaning market is comprised of three primary segments: healthcare, specialty beverage and janitorial and sanitation. We have historically focused our efforts on two of these segments, which are described below, though our disinfectant products are applicable in all three. While many commercial locations have been closed as a result of the global pandemic, market research shows that baseline institutional cleaning volumes are expected to increase by at least 10-20% over pre-COVID-19 levels as frequency of hand cleaning, sanitizing and surface cleaning ratchet up to safely open commercial centers. Healthcare: The U.S. healthcare commercial cleaning market is estimated to be approximately $3.0 billion and is continuously expanding. The COVID-19 pandemic demonstrated the inconsistent sanitation protocols in the healthcare industry and expanded the use of disinfectants and increased awareness of the number of surfaces that must be cleaned. As healthcare operators strive to reduce infection spread within facilities, we believe that this transition will be permanent. Table of Contents We build products that enhance the appearance, performance, and protection of people's valued surfaces in the home, business, and workplace. Kitchen living room bathroom outdoor patio hospital laundry garage/auto coffee foodservice craft brew Table of Contents Specialty Beverage: The U.S. specialty beverage market, including coffee shops and craft beer brewing, is a large and growing category driven by at-home, take-away and in-store consumption, which is estimated to be approximately $1.0 billion in size. The number of Starbucks stores in the U.S. has increased from approximately 16,600 locations in 2017 to approximately 18,100 locations in 2019. U.S. single-cup coffee sales increased 6.9% for the 52-week period ended July 12, 2020, according to IRI, indicating that the pandemic has not abated coffee consumption, but rather shifted drinking to at-home versus on-premise locations. Similarly, craft brewing also continues to expand, growing from approximately 4,800 craft breweries in 2015 to approximately 8,300 craft breweries in 2019, according to the Brewers Association, an industry advocacy group in the U.S. Continuing innovation in the market has made it easier to brew coffee and beer at home, creating the need for more specialty cleaning products, and will continue to contribute to growth in the specialty beverage segment of the U.S. commercial cleaning market. Our Competitive Strengths The following strengths differentiate PurposeBuilt Brands from our competitors and are critical to our continued success in growing our leading market position in U.S. specialty cleaning. Market-Leading Portfolio of Efficacy-Driven, Specialty Cleaning Brands Aligned with Long-Term Secular Growth Trends Our market-leading brand portfolio includes high-performance cleaning and disinfection products that clean and protect specialty surfaces across the consumer and commercial end-markets. As a market leader in specialty cleaning, we are well-positioned to capitalize on long-term secular growth trends. We build our brands to be market leaders in their respective categories by using efficient consumer marketing and targeted innovation that deliver on our brands promises. Specialty Cleaning. We are the leading player in the specialty cleaning category and continue to convert new customers from all-purpose cleaners to higher-quality, specialty cleaning products. Our products are formulated for maximum efficacy and the protection of specific surfaces. Based on sales, our largest brand, Weiman, is the #1 brand of surface-specific cleaning products for many of the high-use surfaces inside the home, including stainless steel, granite and glass cooktops, among others. Our other top specialty cleaning brands include Goo Gone (#1 brand of adhesive removers based on sales), Urnex (the #1 provider of coffee equipment cleaners based on sales), Five Star (we believe we are the #1 dedicated provider of beer equipment cleaners based on sales) and Wright s (the #1 brand of cleaning products for specialty metal based on sales). Eco-friendly. Our eco-friendly portfolio features Green Gobbler (offering drain clog removers, vinegar-based outdoor products and cleaners, among others) and biokleen (offering plant- and mineral-based cleaners), with these two brands representing 19.8% of our sales in the 12 months ended September 30, 2020. Additionally, we have leveraged our enhanced eco-friendly capabilities to launch several eco-friendly line extensions for our other brands, as well as introduce new brands. We offer products with the Environmental Protection Agency s (the EPA ) Safer Choice label, and we were also recognized as a 2020 Safer Choice Partner of the Year by the EPA for our ability to formulate products with safer ingredients. Disinfection and Sanitization: We have 15 EPA registrations for our disinfectant products and extensive R&D and regulatory resources and experience which enable us to formulate, manufacture and market a variety of disinfectant products. We are strategically advantaged as one of the few hospital-grade disinfectants on the market that is both used in hospitals and available at retailers; for example, Opti-Cide MAX, which is available in liquid and wipe format, can eliminate SARS-CoV-2 the virus that causes COVID-19 with a contact time of just one minute compared to some competitor products that require up to ten minutes of product exposure. Table of Contents So much more than clean STAINLESS STEEL COOKTOP GRANITE LEATHER FLOOR CARE KILLS 99% OF VIRUSES & BACTERIA* REMOVES EVERYDAY SURFACE CONTAMINATION *When used as directed goo Gone Goo & adhesive remover family of products 2 PRE MEASHURED APPLICATIONS PATENTED NON-CAUSTIC BLEND DOES NOT CONTAIN SODIUM HYDROXIDE OR BLEACH CLEARS CLOGGED DRAINS OF GREASE HAIR PAPER SOAP SCUM ORGANIC MATERIAL SAFE FOR SINK BATHTUB & SHOWER DRAINS, TOILETS & SEPTIC SYSTEMS WON'T HARM PIPES gonzo magically keeping your home smelling fresh and odor- free Table of Contents This formula is also effective against ESKAPE and ESKAPE MDRO organisms, which are resistant to commonly used antibiotics and commonly contribute to hospital-acquired infections. A summary of our brand portfolio is below; our top six brands accounted for 82% of our sales in the 12 months ended September 30, 2020: Commitment to Product Innovation, Supported by an Agile and Sustainable Manufacturing Platform We have a proven track record of driving growth through focused product innovation. We leverage our agile state-of-the-art in-house R&D and manufacturing capabilities, coupled with a broad co-manufacturing network, to develop and launch specialized products with world-class efficacy, consistency and quality. Our nimbleness as an organization and ability to collaborate cross-functionally across our marketing, sales and supply chain teams allow us to quickly formulate and commercialize products in response to market demand. We have developed approximately 200 in-house, proprietary formulations across our consumer and commercial businesses and, since 2016, introduced over 200 new stock-keeping units ( SKUs ). Our agile manufacturing base and supply chain enable us to quickly commercialize new products and provide capacity to support our growth. Since mid-2020, we have increased our production capacity by 40% to meet the step function increase in consumer demand, which allowed us to control product quality, assume reliability of supply and protect our intellectual property. Our average run-rate total units produced per week increased over 160% in July and August 2020 compared with July and August 2019 and over 225% in November 2020 compared with November 2019. Additionally, we operate with a full commitment to sustainability with approximately 70% of our packaging being fully or partially recyclable and many other sustainability measures in place across our products and manufacturing footprint. Our scalable manufacturing base will enable our continued growth and provide operating leverage to expand our profit margin with incremental sales. Table of Contents Broad Retail Distribution Complemented by Scaled E-Commerce Capabilities and Select Commercial Partners We ensure our brands are available everywhere our consumers shop. By combining our strong, scaled relationships with leading blue-chip retailers and commercial partners and our effective e-commerce strategy, we are well-positioned to achieve successful omni-channel distribution. Our multiple channels are mutually beneficial and allow for faster expansion as we are able to test products online and leverage our strong online ratings and reviews when selling into our retail partners. Currently, only 37% of consumer sales occur in tracked channels with untracked channels (such as e-commerce and home improvement, which are not tracked by traditional consumer sales data companies) growing at a much faster rate than tracked channels. Retail Distribution. We have longstanding relationships with the largest national retailers across the home improvement, mass, hardware and grocery channels, among others. Our products are available at over 475,000 points of sale in the U.S., including national distribution with many of our leading customers. Our top retail customers include The Home Depot, Lowe s, Walmart, Target, Ace Hardware and Publix, with which we have an average relationship of over 20 years. We believe these relationships provide us with unique insights that enable us to customize and augment our portfolio with specialty cleaning products, including line extensions and new forms that resonate with their consumers long-standing needs. Our strong retail relationships have supported our ability to extend our brands, which enables us to secure shelf space in multiple departments in a single store and to bring additional brands to our existing retail partners. Our commitment to quality products tailored to consumer needs supports higher category sales for our partners and has engendered strong loyalty for our brands. Graphics of our brands broad footprint across illustrative home improvement and mass stores are below: Illustrative Home Improvement Store Illustrative Mass Store E-Commerce. We recognize that consumers are increasingly shopping online and, equally important, a majority of them conduct research online before making a purchase. We therefore view our presence on online marketplaces such as Amazon, the e-commerce sites of our retail partners and our own direct-to-consumer brand websites as strategically important. Our dedicated cross-discipline in-house team manages all facets of selling and fulfillment, including oversight of advertising, consumer relations and digital content creation. Our net sales in this channel have grown substantially since 2017, making up more than a fifth of our net sales in the nine months ended September 30, 2020. In addition, we have built a significant amount of trust and brand advocacy with consumers via our online product ratings and reviews, which generate a flywheel for continued purchases Table of Contents and also offer an increasingly important validation point for brick-and-mortar retailers as they optimize their shelf assortment. Twenty-three of our products are either best sellers or Amazon s Choice within their categories, and our products have garnered over 125,000 five-star reviews on Amazon. Our e-commerce infrastructure has also been designed to allow for streamlined integration of acquired brands. This allowed for faster realization of cost saving synergies and upside sales potential across digital marketplaces for both the biokleen and Green Gobbler acquisitions. Commercial Customers. We have long-standing relationships with our commercial customers across large and growing end-markets, including coffee shops, restaurants, convenience stores, hospitals, dental offices, long-term care providers, offices, hotels and craft breweries. We partner with end users, including Starbucks, Panera Bread, 7-Eleven, Northwestern Medicine and Cleveland Clinic, and equipment manufacturers like Keurig, OXO, Ninja and S Well to develop customized cleaning and disinfection products to meet our customers needs. Successful Track Record of, and Disciplined Approach to, Acquisitions We have a successful track record of sourcing, executing and integrating acquisitions. Given our scale and breadth of capabilities, we are well-positioned to be an active consolidator in the fragmented specialty cleaning industry in which we operate. We have a disciplined and proven approach to executing value-accretive acquisitions. We have acquired and successfully integrated six companies, which includes nine brands, since 2014. Our rigorous integration process has driven a weighted-average purchase price multiple of 8.7x adjusted EBITDA for these six acquisitions (calculated net of tax assets and earnout obligations outstanding pursuant to the Green Gobbler APA (as defined below) and including estimated post-acquisition run-rate synergies), which we believe represents an attractive purchase price multiple. Most recently, we acquired Green Gobbler in February 2020 and in the first seven full months of our ownership, from March 1, 2020 to September 30, 2020, net sales increased by 75.5% compared to the same period in 2019, and we realized meaningful cost savings. Our rapid and effective integration focused on: significantly expanding retail distribution to over 6,000 additional retail locations; optimizing the brand s e-commerce presence; increasing production capacity and efficiency by moving production in-house and to co-manufacturers and absorbing selling, general and administrative expenses. We were named Category Captain in Plumbing by one of our top customers, the largest home improvement retailer in the U.S., in recognition of our expanded capabilities in the drain cleaning category as a result of our acquisition of Green Gobbler. Attractive Growth Profile with Strong Margins and Cash Flow Generation We have a proven track record of over 40 years of successive annual sales growth, demonstrating our resiliency through economic cycles. We have driven robust organic growth through our broad distribution network, highly effective digital strategy and successful innovation, which have all been supported by our agile Table of Contents supply chain. We have complemented our organic growth by executing a disciplined and highly accretive M&A strategy. From the fiscal year ended December 31, 2018 to the fiscal year ended December 31, 2019 (which includes the predecessor period ended March 25, 2019 and the successor period ended December 31, 2019) to the 12 months ended September 30, 2020, our net sales grew from $175.9 million to $195.5 million to $265.4 million, and our net income (loss) decreased from $17.6 million to $(36.6) million then increased to $(25.2) million. From the fiscal year ended December 31, 2019 (which includes the predecessor period ended March 25, 2019 and the successor period ended December 31, 2019) to the 12 months ended September 30, 2020, our Adjusted EBITDA grew from $52.2 million to $62.7 million. In the fiscal year ended December 31, 2019 (which includes the predecessor period ended March 25, 2019 and the successor period ended December 31, 2019) and the 12 months ended September 30, 2020, we had an Adjusted EBITDA margin of 26.7% and 23.6%, respectively, in line with our best-performing peers. From the fiscal year ended December 31, 2018 to the 12 months ended September 30, 2020, excluding the impact of acquisitions, our net sales grew from $136.4 million to $168.7 million. The robust growth in net sales for the nine months ended September 30, 2020 was due mostly to increased demand for our consumer products, which was already experiencing strong growth that was further accelerated by the COVID-19 pandemic coupled with the Green Gobbler and biokleen acquisitions. Healthcare products additionally experienced accelerated growth due to COVID-19. We are able to operate with minimal capital expenditures. Our net cash provided by operating activities was $7.3 million, $20.2 million, and $9.0 million for the predecessor period ended March 25, 2019, the successor period ended December 31, 2019 and the nine months ended September 30, 2020, respectively. We generated a total of $7.2 million, $18.4 million and $6.4 million in free cash flow for the predecessor period ended March 25, 2019, the successor period ended December 31, 2019 and the nine months ended September 30, 2020, respectively, which we have historically used to reinvest in the business and make payments on our debt. In connection with the acquisition of the Company by our Principal Stockholders (the Acquisition ) and our acquisitions of the high-growth, eco-friendly brands biokleen and Green Gobbler, we incurred additional debt in the form of the Term Loans (as defined below). We had $455.5 million in principal amount of Term Loans outstanding as of September 30, 2020, and interest expense on our debt amounted to $1.9 million, $26.0 million and $27.4 million for the predecessor period ended March 25, 2019, the successor period ended December 31, 2019 and the nine months ended September 30, 2020, respectively. We intend to use a portion of the net proceeds of this offering to repay $ of the aggregate outstanding amounts due under our Term Loans, which we expect will allow for a significant increase in free cash flow available for investment in the continued growth of the Company. See Use of Proceeds and Capitalization. Adjusted EBITDA, Adjusted EBITDA margin, net sales, as adjusted to exclude the impact of acquisitions, and free cash flow are non-GAAP measures, which are used by management to evaluate our financial performance and for planning and forecasting purposes. See Summary Historical Consolidated Financial and Other Data and Management s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures for reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures. Experienced, Proven Management Team Our President and Chief Executive Officer, Chris Bauder, joined us in May 2015, and under his leadership, we have assembled a world-class management team that possesses an excellent track record of results. Mr. Bauder has over 35 years of industry experience and developed his skills at multi-national companies, including SC Johnson and Beam Suntory. Our senior management team is highly experienced, with an average of over 20 years of experience. Through their experiences, our senior management team members have developed skills in building brands, leading innovation, expanding distribution and e-commerce, making acquisitions and driving world-class operations. We operate a high-performance team culture with a focus on candor and responsiveness to help the team succeed, make quick decisions and drive operational excellence. The combination of a talented team, strong culture and disciplined execution form the foundation of our success. Table of Contents Our Growth Strategies We believe we are well-positioned to continue to grow our business by employing the following strategies: Grow Brand Presence and Awareness Our marketing strategy focuses on driving awareness, trial and repeat purchase of our brands and products. We accomplish these goals through collaborative programs with our retailers and customers and a variety of consumer-focused marketing tactics. On the consumer side of our business, our trade marketing programs are developed to inspire purchase of our products, incentivize purchase of multiple units and encourage product trial across our portfolio. We also invest in the premium look of our packaging as a marketing vehicle to help us win at shelf. On the commercial side of our business, we gain exposure and credibility through our proud support of multiple industry events. Across our entire business, the majority of our marketing spend is within the digital space, where we leverage a variety of tactics to persuade new consumers to purchase our brands, stimulate product usage and encourage both repeat purchasing and cross-purchasing within our brand portfolio. Our strategy has been to focus on digital tactics that drive conversion, such as search marketing, as they are more easily measurable and generally yield higher return on investment ( ROI ). As our business continues to scale, we see opportunities to take advantage of broader marketing tactics, including mass reach vehicles, where we can further drive brand awareness, while still maintaining our ROI discipline and guidelines. Our expansive presence on a variety of e-commerce marketplaces also serves an important role in driving recognition and preference for our brands. We also believe strong consumer affinity for our brands generates high Net Promoter Scores and delivers value for us, as consumers serve as brand advocates via word-of-mouth and a plethora of social media channels. Launch Additional Consumer- and Customer-Led Product Innovation Expand our core product assortment with new benefits and forms. Across our brand portfolio, we intend to expand our existing product offerings with new capabilities and enhancements, such as an upgraded wood formula for Weiman to include UV protection and a broader range of eco-friendly offerings. We also plan to create new form varieties, including a broader assortment of cleaning wipes, triggers and aerosols, to further increase the convenience of our products for new cleaning occasions, such as away from home. Add new line extensions. We expect to expand our core product capabilities to include new surfaces, such as quartz, as well as natural line extensions into cleaning occasions within the same department, such as creating new products like Goo Gone graffiti removers. With our deep formulation expertise across multiple specialty cleaning applications and categories, we continuously listen to our consumers and collaborate with our retail partners to find and create new products that end users desire. Grow into adjacent categories. We plan to broaden our portfolio by introducing new products in adjacent categories under our existing brands. Looking forward, there are several adjacent categories that are natural extensions of our current product portfolio, including the billion dollar pet and outdoor categories. Develop pipeline of breakthrough innovation. We intend to leverage our cross-functional team, including marketing and R&D and our in-house product development team, to develop new products in order to fulfill unmet or underserved consumer and customer needs. These innovations will position our brands for long-term success, such as through our differentiated Opti-Cide MAX medical-grade disinfecting formulation, which is available to both the commercial and consumer markets. Table of Contents Expand Retail Distribution and Penetration Grow assortment and space allocation and enter new departments in existing retail channels. We intend to deepen our penetration with our existing retailers and customers by continuing to expand our product and brand assortment to win more shelf space and expand into adjacent departments within existing retail locations. Overall shelf space allocated to cleaning products is expected to increase, and we have the ability to take a disproportionate share. Our current penetration within existing retailers only represents a portion of applicable departments and our brands have the potential to expand into new departments, such as natural, outdoor, pet and automotive. Expand distribution in white space opportunities. We have significant distribution whitespace, with discount, club and dollar representing attractive channels where our consumer brands will be positioned for success. On the commercial side, we expect to continue to expand our healthcare offerings in, for example, ambulatory facilities and the non-invasive medical care segments, as well as our specialty beverage offerings with opportunities across cideries and wineries. Further Scale and Extend E-Commerce Grow online business, leveraging our dedicated in-house team. E-commerce remains a large opportunity for us across all of our brands. Our dedicated in-house team will continue to drive sales across the broad e-commerce landscape, leveraging our expertise around product listings, digital content and advertising support on the platforms. Our high-quality, efficacious products garner strong ratings and reviews online, yielding positive momentum that results in not only higher traffic and sales for our products, but also a higher level of consumer awareness and trust for our brands. Expand internationally. We are leveraging the e-commerce channel to launch our products beyond North America. Given the portability of our products, we believe that we have significant opportunity to penetrate international markets, such as Europe and Asia. Pursue Value-Accretive Acquisitions We have successfully completed a number of acquisitions that have expanded PurposeBuilt Brands portfolio into what it is today a powerful combination of category-leading, efficacy-driven specialty cleaning and disinfection brands. We will continue to selectively pursue value-enhancing acquisitions by leveraging our robust pipeline of targets and will employ our disciplined approach to focus on highly desirable targets that complement our existing portfolio and further improve our growth trajectory. We believe we are well-positioned as a buyer of choice. As a scaled participant in a fragmented market, we are an attractive acquirer given our ability to drive transformative value through additional product distribution, optimization of e-commerce and digital presence, innovation through brand extensions and the realization of meaningful cost synergies. Our systematic approach, coupled with our proven integration expertise, makes us an attractive platform for adding new brands and will continue to create substantial value for our stockholders. Drive Operational Excellence We have built a nimble, quality-oriented supply chain with capacity to support future growth. We intend to grow our margins by pursuing additional cost saving opportunities and enhancing our product mix through margin-accretive innovation in our branded businesses across both the consumer and commercial end-markets. We expect $7 million in annualized run-rate cost savings, with over $3 million in cost savings having already been realized from the start of our program in April 2020 through December 31, 2020 through a comprehensive strategic sourcing initiative on direct materials, a continuous improvement program driving annual operations productivity and transitioning transportation spend and operations to our transport management software company. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001775469_desert_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001775469_desert_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5ed8cda6aedc4aaba5394eb8ca53bc46a00dc0de
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001775469_desert_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our Class A common stock. You should read the entire prospectus carefully, including the historical financial statements and the notes to those financial statements, before investing in our Class A common stock. The information presented in this prospectus assumes an initial public offering price of $21.50 per share of Class A common stock (the midpoint of the price range set forth on the cover page of this prospectus) and, unless otherwise indicated, that the underwriters option to purchase additional shares of Class A common stock is not exercised. You should read Risk Factors for information about important risks that you should consider before buying our Class A common stock. Except as otherwise indicated or required by the context, all references in this prospectus to the Company, we, us, our or similar terms, when referring to periods prior to our corporate reorganization described in this prospectus, refer to Kimmeridge Mineral Fund, LP, our predecessor for financial reporting purposes and the owner of certain assets that will be contributed to Desert Peak Minerals Inc. ( Desert Peak Minerals ) in connection with this offering, and its consolidated subsidiaries (our predecessor or KMF ), and, following the corporate reorganization described in this prospectus, to Desert Peak Minerals and its consolidated subsidiaries. This prospectus includes certain terms commonly used in the oil and natural gas industry, which are defined elsewhere in this prospectus in the Glossary of Oil and Natural Gas Terms beginning on page A-1 of this prospectus. Estimates of our proved reserves as of December 31, 2020 and 2019 have been prepared by Cawley, Gillespie & Associates, Inc. ( CG&A ), our independent reserve engineers. Summaries of CG&A s reports are included as exhibits to the registration statement of which this prospectus forms a part. Desert Peak Minerals Inc. Overview We acquire, own and manage mineral and royalty interests in the Permian Basin with the objective of generating cash flow from operations that can be distributed to shareholders as dividends and reinvested to expand our base of cash flow generating assets. Our assets are exclusively focused in the Permian Basin. We benefit from cash flow growth through continued development of our mineral and royalty interests, free of capital costs and lease operating expenses. As of June 30, 2021, we owned mineral and royalty interests representing 75,602 net royalty acres ( NRAs ) when adjusted to a 1/8th royalty. Subsequent to June 30, 2021, we completed additional acquisitions that brought our total amount of NRAs to over 104,000 as of September 30, 2021. For the six months ended June 30, 2021, on a pro forma basis the average net daily production associated with our mineral and royalty interests was 8,946 barrels of oil equivalent per day ( BOE/d ), consisting of 4,706 Bbls/d of oil, 16,173 Mcf/d of natural gas and 1,544 Bbls/d of natural gas liquids ( NGLs ). For the month of September 2021, the average net daily production associated with our mineral and royalty interests was 9,189 BOE/d, consisting of 4,685 Bbls/d of oil, 16,851 Mcf/d of natural gas and 1,695 Bbls/d of NGLs. September 2021 production reflects the actual production of our predecessor, which includes production attributable to the assets acquired in each of the Chambers Acquisition, the Rock Ridge Acquisition, the Source Acquisition, the Recent Acquisitions and the July 2021 Acquisition for the full month. Since our formation in November 2016, we have accumulated our acreage position by making 177 acquisitions. We expect to continue to grow our acreage position by making acquisitions that meet our investment criteria for geologic quality, operator capability, remaining growth potential, cash flow generation and, most importantly, rate of return. As of June 30, 2021, approximately 99% of our NRAs were located in West Texas where there are no federal lands, which means that operators on our acreage are not subject to leasing, permitting, or easement Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated October 28, 2021 PROSPECTUS 10,000,000 Shares Desert Peak Minerals Inc. Class A Common Stock This is the initial public offering of 10,000,000 shares of Class A common stock of Desert Peak Minerals Inc. We are offering 10,000,000 shares of Class A common stock. We expect the public offering price to be between $20.00 and $23.00 per share. Prior to this offering, there has been no public market for our Class A common stock. We have been approved to list our Class A common stock on the New York Stock Exchange ( NYSE ) under the symbol DPM. We are an emerging growth company as defined under the U.S. federal securities laws, and as such may elect to comply with reduced public company reporting requirements. See Risk Factors and Summary Emerging Growth Company Status. Investing in our Class A common stock involves risks that are described in the Risk Factors section beginning on page 29 of this prospectus. Christopher L. Conoscenti, our Chief Executive Officer and Director Nominee, has indicated an interest in purchasing shares of our Class A common stock in this offering at the initial public offering price and, except as described below, on the same terms as the other purchasers in this offering. Because indications of interest are not binding agreements or commitments to purchase, Mr. Conoscenti may determine to purchase more, fewer or no shares in this offering. The underwriters will not receive any underwriting discounts or commissions on any shares purchased by Mr. Conoscenti and will allocate any such shares as directed by us as the issuer. Any shares of Class A common stock purchased by Mr. Conoscenti will be subject to the lock-up restrictions described in the section titled Underwriting (Conflicts of Interest). Price to Public Underwriting Discounts and Commissions(1) Proceeds to Issuer Per Share $ $ $ Total $ $ $ (1) See Underwriting (Conflicts of Interest) for additional information regarding underwriting compensation. We have granted the underwriters an option to purchase up to an additional 1,500,000 shares of Class A common stock from us at the public offering price, less underwriting discounts and commissions, for 30 days after the date of this prospectus. At our request, the underwriters have reserved up to 5% of the Class A common stock for sale at the public offering price through a directed share program to certain individuals associated with us. See Underwriting (Conflicts of Interest) Directed Share Program. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of Class A common stock against payment on or about , 2021. Barclays Credit Suisse UBS Investment Bank Capital One Securities Citigroup Evercore ISI RBC Capital Markets Maxim Group LLC Stephens Inc. Tudor, Pickering, Holt & Co. Tuohy Brothers Prospectus dated , 2021. Table of Contents variety of factors, including those described in the section titled Risk Factors. These and other factors could cause results to differ materially from those expressed in these publications. Trademarks and Trade Names This prospectus may contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply, a relationship with us or an endorsement or sponsorship by or of us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the , TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, the right of the applicable licensor to these trademarks, service marks and trade names. Basis of Presentation Unless otherwise indicated, the historical financial and operating information presented in this prospectus is that of Kimmeridge Mineral Fund, LP, our predecessor for financial reporting purposes, and its consolidated subsidiaries (our predecessor, KMF or the Partnership ). Unless otherwise indicated, historical information presented in this prospectus as of June 30, 2021 is that of KMF and includes the assets acquired in the Chambers Acquisition (as defined herein), the Rock Ridge Acquisition (as defined herein) and the Recent Acquisitions (as defined herein), each of which was completed on or prior to June 30, 2021. Unless otherwise indicated, references in this prospectus to our financial information on a pro forma basis refer to the historical financial information of KMF, as adjusted to give pro forma effect to (i) the Chambers Acquisition, (ii) the Rock Ridge Acquisition, (iii) the Source Acquisition (as defined herein), (iv) the reorganization transactions described under Corporate Reorganization, including the contribution to us of substantially all of the assets of KMF, excluding certain surface rights, and (v) this offering and the application of the net proceeds therefrom, in each case as if the transaction occurred on January 1, 2020 (other than the Chambers Acquisition, for which pro forma effect is given as if it occurred on October 1, 2020, the date on which the Chambers ORRI (as defined herein) was created). Unless otherwise indicated, references in this prospectus to our operating information on a pro forma basis refer to the historical operating information of KMF, as adjusted to give pro forma effect to (i) the Chambers Acquisition, (ii) the Rock Ridge Acquisition, (iii) the Source Acquisition and (iv) the Recent Acquisitions, in each case as if such acquisitions occurred on January 1, 2020 (other than the Chambers Acquisition, for which pro forma effect is given as if it occurred on October 1, 2020, the date on which the Chambers ORRI was created). Prior to October 1, 2020, the Chambers ORRI did not exist as a standalone asset, and no financial information with respect to the Chambers ORRI is available for periods prior to October 1, 2020. Unless otherwise indicated, none of the historical or pro forma information included in this prospectus gives effect to the July 2021 Acquisition (as defined herein). Unless otherwise indicated, all industry data relating to oil and gas wells presented in this prospectus is derived from IHS Markit. Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements. Certain other amounts that appear in this prospectus may not sum due to rounding. Table of Contents authority from the federal government. The remaining 1% of our NRAs are located in southeastern New Mexico. We believe the Permian Basin offers some of the most compelling rates of return for oil and gas exploration and production ( E&P ) companies and significant potential for mineral and royalty income growth. As a result of these compelling rates of return, development activity in the Permian Basin has outpaced all other onshore U.S. oil and gas basins since the end of 2016. This development activity has driven basin-level production to grow faster than production in the rest of the United States. The following tables show the average daily production according to Wood Mackenzie and total number of horizontal well spuds according to Enverus, respectively, in the Delaware Basin and the Midland Basin compared to the Eagle Ford, SCOOP / STACK, Bakken and DJ Basin during 2016 and 2020, respectively. Our mineral and royalty interests entitle us to receive a fixed percentage of the revenue from crude oil, natural gas and NGLs produced from the acreage underlying our interests. Unlike owners of working interests in oil and gas properties, we are not obligated to fund drilling and completion costs, plugging and abandonment costs or lease operating expenses associated with oil and gas production. As a mineral and royalty owner, we incur only our proportionate share of production and ad valorem taxes and, in some cases, gathering, processing and transportation costs. Accordingly, our business generates strong margins, requires very low overhead and is highly scalable. For the six months ended June 30, 2021, on a pro forma basis our production and ad valorem taxes were approximately $2.52 per barrel of oil equivalent ( BOE ), relative to an average realized price of $40.27 per BOE. As a result, our operating margin and cash flows are higher, as a percentage of revenue, than those of traditional E&P companies. On a pro forma basis, during the six months ended June 30, 2021, we generated net income of $18.2 million and Adjusted EBITDA of $56.9 million. We do not anticipate engaging in any activities, other than acquisitions, that will incur capital costs. We believe our cost structure and business model will allow us to return a significant amount of our cash flows to our stockholders. We have built our acreage position through the consummation of 177 acquisitions since November 2016. In addition to completing numerous small transactions, we have completed a total of 14 transactions larger than 1,500 NRAs that account for approximately 85% of our NRAs, including the Chambers Acquisition of approximately 7,200 NRAs, the Rock Ridge Acquisition of approximately 18,500 NRAs and the Source Acquisition of approximately 24,500 NRAs. During the four years ended December 31, 2019, we evaluated over 1,000 potential mineral and royalty interest acquisitions and completed 167 acquisitions from landowners and other mineral interest owners, representing 47,920 NRAs, to our asset base. During 2020, our acquisition activity saw a significant decline following the onset of the COVID-19 global pandemic. Following the associated decline in oil prices during the onset of the pandemic, we experienced a meaningful difference in sellers pricing expectations and the prices we were willing to offer for assets. We evaluated approximately 197,416 NRAs and submitted formal offers on 56,658 NRAs but did not consummate any acquisitions subsequent to the first quarter of 2020 through the end of the first quarter of 2021. However, we utilized our significant free cash flow during 2020 to reduce our indebtedness from $66 million as of March 31, 2020 to $25.0 million as of March 31, 2021. Beginning in the second quarter of 2021, we saw a meaningful increase in our acquisition activity as evidenced Table of Contents DPM Asset Summary Basin Delaware Midland Total NRAs (1/8ths)(1) ~83,000 ~21,000 ~104,000 Gross Normalized Developed Wells(2)(3) 3,656 2,947 6,602Net Normalized Developed Wells(2)(3) 42.5 9.5 52.0Avg. NRI on Developed Wells 1.16% 0.32% 0.79% (1) As of September 30, 2021. (2) Includes our wells and wells attributable to the Source Assets as of June 30, 2021. (3) We ratably convert our horizontal well inventory for modeling purposes to 5,000-foot lateral length equivalents in order to estimate the amount of reservoir footage that is accessed by horizontal wells of varying lateral lengths drilled on our properties. Table of Contents by the approximately 26,000 NRAs we acquired in the second quarter and the approximately 28,000 NRAs we acquired in the third quarter. The following table summarizes our completed acquisitions from November 2016 through September 30, 2021. Year Number of Acquisitions Total NRAs Acquired 2016 2 4,060 2017 50 18,037 2018 48 14,778 2019 67 11,045 2020 4 1,614 2021 (through September 30)(1) 6 54,141 Total 177 103,675 (1) Includes approximately 24,500 NRAs attributable to the Source Acquisition that are still in the title due diligence period. Accordingly, these NRAs are subject to change. We are led by a management team with extensive oil and gas engineering, geologic and land expertise, mergers and acquisitions and capital markets experience, long-standing industry relationships and a history of successfully acquiring and managing a portfolio of leasehold interests, producing crude oil, natural gas and NGL assets, and mineral and royalty interests. We intend to capitalize on our management team s expertise and relationships to continue to make value-enhancing mineral and royalty interest acquisitions in the Permian Basin designed to increase our cash flows per share. We were founded by Kimmeridge Energy Management Company, LLC (collectively with its affiliates, Kimmeridge ). Kimmeridge is a private equity firm based in New York and Denver that is differentiated by its strategy of direct investment in unconventional oil and gas assets, leveraging its in-house expertise in geological evaluation, land acquisition and engineering. Kimmeridge and several members of our management team founded and managed two Delaware Basin-focused E&P companies, Arris Petroleum Corporation ( Arris Petroleum ) and 299 Resources LLC ( 299 Resources ), and successfully monetized those companies in 2016 by selling Kimmeridge s ownership interests in those companies to PDC Energy. Additionally, in October 2020, another private equity fund managed by Kimmeridge acquired a 2.0% (on an 8/8ths basis) overriding royalty interest in all of Callon Petroleum Company s ( Callon ) operated assets in the Delaware, Midland and Eagle Ford Basins, proportionately reduced to Callon s net revenue interest (the Chambers ORRI ). Subsequent to the transaction, our management team managed the acquired overriding royalty interest. We have leveraged Kimmeridge s extensive Permian Basin experience and relationships with mineral and royalty owners in the region as we have grown our acreage position, and we expect to continue to do so in the future. Furthermore, Kimmeridge has established itself as a thought leader in the oil and gas industry, particularly around environmental, social and governance ( ESG ) matters, and our philosophy is consistent with Kimmeridge s views on, among other things, aligning management compensation with the interests of shareholders and maintaining strong governance practices. See Summary ESG Philosophy. Our Key Producing Region As of June 30, 2021, all of our properties were located exclusively within the Permian Basin. As of June 30, 2021, the Permian Basin had the highest level of horizontal drilling activity in the United States, according to Baker Hughes. The Permian Basin includes three geologic provinces: the Delaware Basin to the west, the Midland Basin to the east and the Central Basin Platform in between. The Delaware Basin is identified by an abundant amount of oil-in-place, stacked pay potential across an approximately 3,900 foot hydrocarbon column, attractive well economics, favorable operating environment, well developed network of oilfield service providers and significant midstream infrastructure in place or actively under construction. The Midland Basin is also identified by an abundant amount of oil-in-place stacked pay potential across an approximately 3,500 foot hydrocarbon column, attractive well economics, favorable operating environment, well developed network of oilfield service providers and significant midstream infrastructure in place. There are no federal lands on the Table of Contents Texas side of the Delaware Basin, where approximately 99% of our NRAs were located as of June 30, 2021, and therefore the acreage underlying our Texas NRAs is not subject to federal government involvement in or regulation of leasing, permitting or easements. According to the United States Geological Survey ( USGS ), the Delaware Basin contains the largest recoverable reserves among all unconventional basins in the United States. We believe the stacked-pay potential of the Delaware Basin combined with favorable drilling economics support continued production growth as E&P operators continue to develop their positions and improve well-spacing and completion techniques. Relative to other unconventional basins in the continental United States, we believe the Delaware Basin is in an earlier stage of horizontal well development and that per-well returns will improve as E&P operators continue to employ advanced horizontal drilling and completion technologies on multi-well pads in the region. We believe these factors will continue to support development activity in the region and in the areas where we hold mineral and royalty interests, leading to increasing cash flows free of lease operating expenses. The Delaware Basin has attracted an outsized portion of the capital deployed in unconventional basins, resulting in a larger proportional share of the total U.S. onshore horizontal rig count and oil and gas production. According to Enverus, 11,830 horizontal wells were spud in the Delaware Basin between November 2016 and June 2021, representing 20% of total horizontal onshore wells spud in the United States over that same time frame. This growth in drilling activity has resulted in substantial production growth in the Delaware Basin. Full year average total production in the Delaware Basin has grown at a compound annual growth rate ( CAGR ) of 32% from 2016 to 2020, outpacing the U.S. total production growth CAGR by approximately 4.8 times during the same period, according to Wood Mackenzie. Wood Mackenzie estimates that full year average Delaware Basin oil production is expected to increase to an average of approximately 3,110 MBbls/d during 2025, which represents a CAGR of 18% when compared to full year average oil production in 2016. We believe the stacked-pay potential of the Midland Basin combined with low cost supply driven by enhancements in drilling efficiency supports continued production growth. The Midland Basin is in a more mature phase of horizontal well development relative to other unconventional basins in the United States. We believe these factors will continue to support development activity in the region and in the areas where we hold mineral and royalty interests, leading to increasing cash flows free of lease operating expenses. According to Enverus, 91 million lateral feet were drilled in the Midland Basin between November 2016 and May 2021, representing 21% of total horizontal onshore lateral feet drilled in the United States over that same period. Full year average lateral feet drilled per rig in the Midland Basin has grown at a CAGR of 11% from 2016 to 2020. Furthermore, in 2020, the total feet drilled per rig in the Midland Basin was approximately 9% greater than the total feet drilled per rig in the United States. We expect Midland Basin drilling efficiency to continue to improve as drilling days further compress and lateral lengths keep expanding. According to Baker Hughes, the Permian Basin has steadily increased its market share of total active onshore horizontal drilling rigs in the United States, increasing from 40% as of November 30, 2016 to 53% as of June 30, 2021. The charts below summarize annual average oil equivalent horizontal production for the total onshore United States and Permian Basin from 2016 through 2020, according to Wood Mackenzie, and the corresponding CAGRs over that period. Table of Contents Our Mineral and Royalty Interests Our interests consist of mineral and royalty interests. Mineral interests, which represent approximately 85% of our NRAs as of June 30, 2021, are real property interests that are typically perpetual and grant ownership of the crude oil and natural gas underlying a tract of land and the rights to explore for, drill for and produce crude oil and natural gas on that land or to lease those exploration and development rights to a third party. When we lease those rights, usually for a one- to three-year term, we typically receive an upfront cash payment, known as a lease bonus, and we retain a mineral royalty, which entitles us to a percentage (typically up to 25%) of production or revenue from production free of lease operating expenses. A lessee can extend the lease beyond the initial lease term with continuous drilling, production or other operating activities or through negotiated contractual lease extension options. When production and drilling cease, the lease terminates, allowing us to lease the exploration and development rights to another party and receive another lease bonus. As of June 30, 2021, other types of royalty interests, non-participating royalty interests ( NPRIs ) and overriding royalty interests ( ORRIs ), comprised approximately 2% and 13%, respectively, of our NRAs. As of June 30, 2021, approximately 94% of our ORRIs are currently leased or held by production, and we did not lose any ORRIs during the period of low activity and high shut ins during the year ended December 31, 2020. Also, as of June 30, 2021, approximately 82% of our NRAs were leased to E&P operators and other working interest owners. As of June 30, 2021, approximately 99% of our mineral and royalty interests are located in Texas and do not require federal approval to permit and drill oil and gas wells or to obtain easements or rights of way for operators to deliver their oil and gas to market. We refer to our mineral interests, NPRIs and ORRIs collectively as our mineral and royalty interests. We generate a substantial majority of our revenues and cash flows from our mineral and royalty interests when crude oil, natural gas and NGLs are produced from our acreage and sold by the applicable E&P operators and other working interest owners. Our predecessor s pro forma revenue generated from these mineral and royalty interests was approximately $77.4 million for the year ended December 31, 2020 and $65.2 million for the six months ended June 30, 2021. Approximately 91% of 2020 and 82% of first half 2021 revenue was derived from the sale of oil and NGLs on a pro forma basis. Currently, our mineral and royalty interests reside entirely in the Permian Basin, which we believe is one of the premier unconventional crude oil, natural gas and NGL producing regions in the United States. As of June 30, 2021, our interests covered 41,298 net mineral acres, approximately 82% of which have been leased to E&P operators and other working interest owners with us retaining an average 19.4% royalty. Typically, within the mineral and royalty industry, owners standardize ownership of NRAs to a 12.5%, or a 1/8th, royalty interest, representing the number of equivalent acres earning a 12.5% royalty, which is referred to as an NRA. When adjusted to a 1/8th royalty, our mineral interests represent 64,040 NRAs, and our NPRIs and ORRIs represent an additional 11,563 NRAs, totaling 75,602 NRAs in the aggregate. Our drilling spacing units ( DSUs ), in the aggregate, consist of a total of 753,130 gross acres, which we refer to as our gross DSU acreage. We expect to have an ownership interest in all wells that will be drilled within our gross DSU acreage in the future. The following table summarizes our mineral and royalty interest position and the conversion of our interests from net mineral acres to NRAs and 100% royalty acres as of June 30, 2021. Net Mineral Acres Average Royalty NRAs (Mineral Interests)(1) NRAs (NPRIs) NRAs (ORRIs) Total NRAs 100% NRAs(2) Gross DSU Acres Implied Average Net Revenue Interest per Well(3) 41,298 19.4 % 64,040 1,505 10,058 75,602 9,450 753,130 1.3 % (1) Our mineral interests are based on our average royalty interests across our net mineral acreage position normalized to reflect a 1/8th royalty interest per net mineral acre (i.e., NRAs from mineral and royalty Table of Contents interests are calculated by multiplying 41,298 net mineral acres multiplied by an average royalty of 19.4% and then divided by 12.5%). (2) Calculated as 75,602 NRAs multiplied by 12.5%. (3) Calculated as 9,450 100% royalty acres divided by 753,130 gross DSU acres. As of June 30, 2021, we have interests in 266 gross (2.822 net) horizontal wells on which drilling has commenced but are not yet producing in paying quantities, which we refer to as spud wells, and 233 gross (2.227 net) wells for which permits have been issued to the operators, but on which drilling has not yet commenced, which we refer to as permitted wells. For the three months ended June 30, 2021, our permitted wells converted into spud wells within an average of 4.5 months and our spud wells converted into producing wells within an average of 7.7 months. The total time from permit to first production on our producing wells was 10.5 months on average as compared to a total time of 13.9 months for the Delaware Basin on average. Our Reserves and Production As of December 31, 2020, the estimated proved crude oil, natural gas and NGLs reserves attributable to our interests in our underlying acreage were 11,800 MBOE (67% liquids, consisting of 43% crude oil and 24% NGLs), based on a reserve report prepared by CG&A. Of these reserves, 78% were classified as proved developed producing ( PDP ) reserves, 1% were classified as proved developed non-producing ( PDNP ) reserves and 21% were classified as proved undeveloped ( PUD ) reserves. As of June 30, 2021, the estimated proved crude oil, natural gas and NGLs reserves attributable to our interests in our underlying acreage were 13,875 MBOE (66% liquids, consisting of 45% crude oil and 22% NGLs), based on internal estimates of management. The estimated proved reserves as of June 30, 2021 have been prepared on the same basis as the estimated proved reserves as of December 31, 2020, but they have not been prepared or audited by an independent reserve engineer. Of these reserves, 80% were classified as PDP reserves and 20% were classified as PUD reserves. PUD reserves included in these estimates relate solely to wells that were spud but not yet producing in paying quantities as of December 31, 2020 and June 30, 2021, respectively. We believe our production and discretionary cash flows will grow significantly as E&P operators drill the substantial undeveloped inventory of horizontal drilling locations located on our gross DSU acreage. As of June 30, 2021, we had production from 2,278 gross (27.9 net) horizontal wells, and we have identified 9,692 gross (118.0 net) undeveloped horizontal drilling locations based on our assessment of current geological, engineering and land data, which is equivalent to 12.4 gross undeveloped horizontal drilling locations per one mile-wide DSU, which is the area designated in a spacing order or unit designation as a unit and within which E&P operators and other working interest owners drill wells to develop our oil and gas rights. Furthermore, we believe there is potential for additional drilling activity through drilling efforts by our current E&P operators and through development of additional horizontal formations, including the Woodford/Barnett formations. Table of Contents The following table provides a summary of our inventory of gross and net developed and undeveloped wells by horizon and total gross wells per DSU on a one mile wide DSU basis as of June 30, 2021. Productive Horizon Gross Wells Number of DSUs Total Gross Wells/DSU (one mile wide DSU basis(1) Net Wells Developed Undeveloped Total Developed Undeveloped Total Avalon/1st Bone Spring 38 396 434 103 5.80 0.20 1.82 2.02 2nd Bone Spring 47 702 749 204 4.60 0.75 5.59 6.34 3rd Bone Spring 236 1,691 1,927 716 3.59 2.54 15.38 17.91 Wolfcamp X/Y 282 753 1,035 348 4.06 2.60 9.76 12.37 Wolfcamp A 1,203 2,190 3,393 986 4.45 14.93 29.64 44.58 Wolfcamp B 316 2,279 2,595 919 3.61 4.64 29.35 33.99 Wolfcamp C 62 1,429 1,491 552 3.69 0.97 24.86 25.83 Wolfcamp D 21 252 273 107 3.69 0.64 1.60 2.24 Other Wells and Intervals 73 73 50 1.63 0.57 0.57 Total 2,278 9,692 11,970 1,058 15.3 27.85 118.00 145.85 (1) The number of DSUs in each horizon and locations per DSU in each horizon do not total due to differing prospectivity of each horizon across each DSU (i.e., not all horizons are booked in all DSUs). We assume an average of 15.3 drilling locations per DSU across horizons on a 5,000 foot wide basis. Though the average width of our DSUs is less than one mile wide, we standardize our gross wells per DSU to a one mile wide equivalent for comparison purposes. Our horizontal well inventory contains a range of lateral lengths, the substantial majority of which are from 5,000 feet to 10,000 feet. We ratably convert our horizontal well inventory for modeling purposes to 5,000-foot lateral length equivalents in order to estimate the amount of reservoir footage that is accessed by horizontal wells of varying lateral lengths drilled on our properties. The table below reflects our gross and net developed and undeveloped wells on that basis as of June 30, 2021. Gross Wells (5,000 foot lateral length basis) Net Developed Wells Net Undeveloped Wells Total Net Wells Productive Horizon Developed Undeveloped Total(1) Avalon/1st Bone Spring 55 533 588 0.31 2.03 2.35 2nd Bone Spring 60 1,010 1,069 0.76 8.14 8.91 3rd Bone Spring 335 2,422 2,757 3.17 21.43 24.60 Wolfcamp X/Y 384 1,103 1,488 3.13 13.40 16.54 Wolfcamp A 1,931 3,028 4,959 23.01 36.84 59.85 Wolfcamp B 515 3,276 3,792 7.54 38.65 46.19 Wolfcamp C 98 2,117 2,215 1.69 33.31 35.00 Wolfcamp D 27 349 377 0.66 1.95 2.61 Other Wells and Intervals 124 124 0.88 0.88 Total 3,529 13,839 17,368 41.16 155.76 196.92 (1) The numbers may not compute exactly due to rounding. Table of Contents The following table provides a summary of our gross and net developed and undeveloped wells, along with the percentage of undeveloped wells that are currently either spud or permitted wells, as of June 30, 2021. Gross Wells Net Wells Developed 2,278 27.9 Undeveloped 9,692 118.0 Total 11,970 145.9 Undeveloped Spud and Permitted Wells 499 5.0 % Undeveloped Spud and Permitted Wells 5% 4% Our mineral interest investment strategy anticipates E&P operators shifting drilling activity from a focus on drilling single wells to hold acreage towards more drilling in each DSU, particularly on multi-well pads. As of June 30, 2021, our position has an average of 2.91 gross producing horizontal wells per 5,000 foot wide DSU, compared to our spacing assumption of 15.3 gross wells per DSU. Furthermore, we expect to see increases in our production, revenue and discretionary cash flows from the development of 266 spud wells and 233 permitted wells across our interests as of June 30, 2021, compared to 171 gross wells completed on our acreage in the year ended December 31, 2020. If all of our spud wells were completed and all of our permitted wells were drilled and completed, we expect that our gross producing horizontal wells per 5,000 foot wide DSU would increase from 2.91 to 3.55. We believe our current interests provide the potential for significant long-term organic revenue growth as E&P operators develop our acreage and utilize advancements in drilling and completion techniques to increase crude oil, natural gas and NGL production. Our E&P Operators In addition to utilizing technical analysis to identify attractive mineral and royalty interests in the prolific Permian Basin, our management team strives to acquire mineral and royalty interests in properties with top-tier E&P operators. We seek E&P operators that are well-capitalized, have a strong operational track record, and that we believe will continue to increase production through the application of the latest drilling and completion techniques across our mineral and royalty interests. Approximately 50 horizontal E&P operators are currently producing oil and gas from our acreage. The chart below summarizes the E&P operators of our acreage based on the percentage of NRAs held by production in our portfolio as of June 30, 2021. Table of Contents Financial Philosophy We aim to balance the return of capital to investors with the selective allocation of capital toward acquisitions that we believe will be accretive to shareholder value while preserving a strong balance sheet through varying commodity price environments. In order to effect this approach, we intend to return capital to our shareholders through quarterly dividends, after retaining cash for our working capital needs and acquisition activities. We initially intend to make dividends of a significant amount of our discretionary cash flow, which we define as our Adjusted EBITDA less interest expense and cash taxes. Specifically, following the completion of this offering, we expect that our board of directors will initially target distributing to holders of shares of Class A common stock and Opco Units approximately $65 million on an aggregate annualized basis (or $1.05 per share of Class A common stock and per Opco Unit assuming the underwriters option to purchase additional shares of Class A common stock is not exercised). While we expect to pay quarterly dividends in accordance with this financial philosophy, we have not adopted a formal written dividend policy to pay a fixed amount of cash each quarter or to pay any particular quarterly amount based on the achievement of, or derivable from, any specific financial metrics, including discretionary cash flow. Specifically, while we initially expect to make distributions of our discretionary cash flow in the targeted amounts described above, the actual amount of any dividends we pay may fluctuate depending on our cash flow needs, which may be impacted by potential acquisition opportunities and the availability of financing alternatives, the need to service our indebtedness or other liquidity needs, and general industry and business conditions, including the impact of commodity prices and the pace of the development of our properties by exploration and production companies. Our payment of dividends will be at the sole discretion of our board of directors, which may change our dividend philosophy at any time. See Dividend Policy. ESG Philosophy Since our inception, Kimmeridge and we have been committed to all three elements of ESG and are in the process of developing appropriate ESG policies, including strong governance policies. Our fully staffed, experienced team will be dedicated solely to our business of pursuing and consummating acquisitions and returning significant capital to shareholders. We intend to implement an executive compensation program designed to align our management and the board of directors directly with absolute total stockholder returns. For example, management s incentive compensation is expected to be 100% equity-based, with approximately 75% of total compensation dependent on absolute total stockholder return. Our management team s initial equity awards will be at the same basis as investors in this offering, and there are no legacy stock compensation or incentive units crystallizing upon the consummation of this offering. Furthermore, the majority of our board of directors will be independent immediately upon the closing of this offering. Our board of directors and employee base are reflective of a culture that values diversity, with approximately one-half of our employees being women or minorities. We believe our shareholders interests are aligned with environmental interests as both constituencies are harmed by the economic waste and environmental harm of flaring and venting of methane. We target minerals under operators with strong environmental track records. We prioritize responsible environmental practices and we endeavor to prohibit flaring by the operator in each lease. As we continue to gain additional scale, we intend to further pressure operators to eliminate flaring and venting of methane. Recent Developments Chambers Acquisition On June 7, 2021, we completed the acquisition of the Delaware Basin portion of the Chambers ORRI from Chambers Minerals, LLC, an affiliate of Kimmeridge (the Chambers Acquisition ), which represents Table of Contents approximately 7,200 NRAs consisting of a 2.0% (on an 8/8ths basis) overriding royalty interest, proportionately reduced to Callon s net revenue interest, in substantially all Callon-operated oil and gas leasehold in the Delaware Basin. Rock Ridge Acquisition On June 30, 2021, we completed the acquisition of approximately 18,500 NRAs in the Delaware Basin from Rock Ridge Royalty Company, LLC ( Rock Ridge and such acquisition, the Rock Ridge Acquisition ), a limited liability company formed by investment funds affiliated with Blackstone Inc. ( Blackstone ). In connection with the closing, we granted Blackstone certain registration and director designation rights. Please see Certain Relationships and Related Party Transactions Director Designation Agreement. Source Acquisition On August 31, 2021, we completed the acquisition of approximately 24,500 NRAs (the Source Assets ) in the Midland and Delaware Basins from Source Energy Leasehold, LP and Permian Mineral Acquisitions, LP (together, Source and such acquisition, the Source Acquisition ), limited partnerships backed by investment funds affiliated with Oaktree Capital Management, L.P. ( Oaktree ). The Source Assets consist of approximately 21,000 NRAs located in the Midland Basin and 3,500 NRAs located in the Delaware Basin. For the six months ended June 30, 2021, production associated with the Source Assets was 1,612 BOE/d. As of June 30, 2021, in the Midland Basin, there were 1,490 gross (4.71 net) developed wells, 296 gross (0.93 net) spud wells, 132 gross (0.29 net) permitted wells and 3,492 gross (16.55 net) undeveloped wells associated with the Source Assets. Also as of June 30, 2021, in the Delaware Basin, there were 212 gross (0.88 net) developed wells, 18 gross (0.04 net) spud wells, 10 gross (0.10 net) permitted wells and 839 gross (3.90) undeveloped wells associated with the Source Assets. In connection with the closing of the Source Acquisition, we granted Source certain registration and director designation rights. Please see Certain Relationships and Related Party Transactions. Other Acquisitions Subsequent to December 31, 2020, in addition to the Chambers Acquisition, the Rock Ridge Acquisition and the Source Acquisition, we have (i) completed multiple acquisitions totaling approximately 146 NRAs in the Delaware Basin from private, unrelated sellers, each of which closed prior to June 30, 2021 (together, the Recent Acquisitions ), and (ii) on July 26, 2021, acquired approximately 3,500 additional NRAs from a private third-party seller unaffiliated with us (the July 2021 Acquisition ). The information in this prospectus does not give effect to any NRAs, production, well counts or locations related to the Recent Acquisitions or the July 2021 Acquisition unless indicated otherwise. Business Strategies Our primary business objective is to provide an attractive return to stockholders by acquiring mineral and royalty interests in the Permian Basin with the most significant potential rates of return for upstream E&P operators to maximize the likelihood that drilling and production will occur and distributing a meaningful portion of our cash flow to stockholders as dividends. We intend to accomplish this objective by executing the following strategies: Provide sustained return of capital to stockholders through strong discretionary cash flow generation and cash dividends. Our board of directors will prioritize returning capital to our stockholders through Table of Contents dividends while also opportunistically pursuing acquisitions. While we do not expect to adopt a formal dividend policy and the amount of dividends that we pay will be at the sole discretion of our board of directors, we expect initially to pay dividends of a significant amount of our discretionary cash flows and any additional cash flows not returned to stockholders will be used for additional acquisitions that meet our investment criteria outlined below, to reduce indebtedness, to pay special dividends or to buy back our stock. As mineral and royalty interest owners, we benefit from the continued organic development of our acreage in the Permian Basin and are able to convert a high percentage of our revenue to discretionary cash flow, which we define as our Adjusted EBITDA less interest expense and cash taxes. We do not incur operating costs for the production of crude oil and natural gas or capital costs for the drilling and completion of wells on our acreage. Our only cash operating costs related to our mineral and royalty business consist of certain taxes, gathering, processing and transportation costs, and general and administrative expenses. For the six months ended June 30, 2021, on a pro forma basis our production and ad valorem taxes were approximately $2.52 per BOE, relative to an average realized price of $40.27 per BOE. We believe that our royalty interests are positioned for discretionary cash flow growth as E&P operator focus continues to shift to the Permian Basin, as evidenced by the increase in the percentage of total U.S. onshore rigs located in the Permian Basin over the last three years. Focus primarily on the Permian Basin. All of our mineral and royalty interests are currently located in the Permian Basin, one of the most prolific oil and gas basins in the United States. We believe the Permian Basin provides an attractive combination of highly-economic and oil-weighted geologic and reservoir properties, opportunities for development with significant inventory of drilling locations and zones to be delineated and top-tier, well-funded E&P operators. According to Baker Hughes, the Permian Basin, where all of our assets are currently located, has witnessed a significant growth in the market share of active onshore horizontal drilling rigs in the United States, increasing from 40% of active onshore horizontal drilling rigs as of our formation in November 2016 to 53% of active onshore horizontal drilling rigs as of June 30, 2021. Leverage expertise and relationships to continue acquiring Permian Basin mineral and royalty interests associated with top-tier E&P operators. We have a history of evaluating, pursuing and consummating acquisitions of crude oil and natural gas mineral and royalty interests in the Permian Basin. Since November 2016, we have completed 177 acquisitions, demonstrating our ability to add scale quickly and effectively. Our management team intends to continue to apply this experience in a disciplined manner when identifying and acquiring mineral and royalty interests. We believe that the current market environment is favorable for the consolidation of mineral and royalty interests, as the disaggregated nature of asset packages from numerous sellers presents attractive opportunities for assets that meet our target investment criteria. With sellers seeking to monetize their investments but lacking the scale to do so in the public markets, we intend to continue to acquire mineral and royalty interests that have substantial resource potential in the Permian Basin, an area that we expect to continue to experience a relatively high rate of development, with E&P operators incentivized to economically deploy capital to delineate and develop their positions over the underlying mineral interests. This E&P operator activity creates an opportunity for organic growth free of lease operating and capital expenses. We expect to focus on acquisitions that complement our current footprint in the Permian Basin while targeting mineral and royalty interests underlying the acreage of well-capitalized E&P operators that have a history of high conversion rates of permits issued to wells completed on large contiguous acreage positions. Furthermore, we seek to maximize our return on capital by targeting acquisitions that meet the following criteria: sufficient visibility to production growth; attractive economics; de-risked geology supported by offsetting production; Table of Contents top-tier E&P operators; and a geographic footprint that we believe is complementary to our diverse portfolio of Permian Basin assets and maximizes our potential for upside reserve and production growth. Maintain conservative and flexible capital structure to support our business and facilitate long-term operations. We are committed to maintaining a conservative capital structure that will afford us the financial flexibility to execute our business strategies on an ongoing basis. Upon completion of this offering, we will have no outstanding funded indebtedness. We believe that proceeds from this offering, internally generated cash flows from operations, available borrowing capacity under our revolving credit facility, and access to capital markets will provide us with sufficient liquidity and financial flexibility to continue to acquire attractive mineral and royalty interests that will position us to grow our cash flows and return capital to our stockholders. We intend to maintain a conservative leverage profile and utilize a mix of cash flows from operations and issuance of debt and equity securities to finance future acquisitions. Competitive Strengths We believe that the following competitive strengths will allow us to successfully execute our business strategies and achieve our primary business objective: Differentiated energy investment opportunity. As opposed to traditional E&P operators who require significant capital, our business requires no drilling and completion capital, lease operating expenses or plugging and abandonment costs at the end of a well s productive life and accordingly represents a differentiated energy investment opportunity. In addition, we are not responsible for environmental or other operational liabilities in connection with oil and gas production associated with our interests, and our only operating cash costs related to our mineral and royalty business consist of certain production taxes, gathering, processing and transportation costs and general and administrative expenses. For example, for the six months ended June 30, 2021, on a pro forma basis our production and ad valorem taxes were approximately $2.52 per BOE, relative to an average realized price of $40.27 per BOE. Furthermore, we have significantly reduced our indebtedness during the COVID-19 pandemic, while many other energy companies struggled with indebtedness and leverage issues during 2020. We believe our low capital requirements and financial discipline will result in an ability to distribute a meaningful amount of cash flow to stockholders. Permian Basin focused public minerals company positioned as a preferred buyer in the basin. We believe that our status as a public company focused exclusively on the Permian Basin will position us as a preferred buyer of Permian Basin mineral and royalty interests, as we will be able to offer sellers an opportunity to own an equity interest in a company that is solely focused on the Permian Basin. Currently, all of the acreage underlying our mineral interests is located in the Permian Basin, one of the most prolific oil plays in the United States, and the majority of our current properties are well positioned in areas with proven results from multiple stacked productive zones. Our properties in the Permian Basin are high-quality, high-margin, and oil- and liquids-weighted, and we believe they will be viewed favorably by sellers interested in receiving equity consideration in exchange for their assets as compared to equity consideration diluted by lower quality assets located in less prolific basins. Favorable and stable operating environment in the Permian Basin. With over 400,000 wells drilled in the Permian Basin since 1900, the region features a reliable and predictable geological and regulatory environment, according to Enverus. We believe that the impact of new technology, combined with the substantial geological information available about the Permian Basin, also reduces the risk of development and exploration activities as compared to other, emerging hydrocarbon basins. As of June 30, 2021, approximately 99% of our acreage was located in Texas, and does not require federal Table of Contents approval to permit and drill oil and gas wells or to grant easements to allow E&P operators to deliver their production to market. Experienced management team with an extensive track record of minerals acquisitions. The members of our management team have grown our acreage position through the consummation of over 177 acquisitions since November 2016 ranging in size from small transactions of less than 25 NRAs to large transactions in excess of 1,500 NRAs, including the Chambers Acquisition of approximately 7,200 NRAs, the Rock Ridge Acquisition of approximately 18,500 NRAs and the Source Acquisition of approximately 24,500 NRAs. Notably, we have acquired nearly 85% of our NRAs through 14 large acquisitions, using both cash and equity consideration to suit the needs of sellers. Our management team has deep industry experience focused on resource play development in the Permian Basin and has a track record of identifying mineral and royalty acquisition targets, negotiating agreements, and successfully consummating acquisitions. We plan to continue to evaluate and pursue acquisitions of all sizes. We expect to benefit from the industry relationships fostered by our management team s decades of experience in the oil and natural gas industry with a focus on the Permian Basin, in addition to leveraging our relationship with Kimmeridge. Board structure and compensation model aligned with stockholder interests. We intend to implement industry-leading governance practices for board structure and director and officer compensation. For example, at the closing of this offering, all of our directors will be elected annually and there will be no special voting classes of stock. In addition, our directors will receive a significant portion of their compensation in deferred equity awards and a significant portion of our management team s compensation will depend on absolute total stockholder return metrics instead of operational metrics (e.g., production) that may not necessarily be aligned with the interests of our stockholders. Development potential of the properties underlying our Permian Basin mineral and royalty interests. Our assets consist of mineral and royalty interests located in the Permian Basin, and we expect production from our mineral and royalty interests to increase as E&P operators continue to actively drill and develop our acreage. Relative to other unconventional basins in the continental United States, we believe the Permian Basin is in an earlier stage of development and that the average number of producing wells per section in the Permian Basin will increase as E&P operators continue to optimize drilling locations and delineate additional zones, which would allow us to achieve higher realized cash flows per net mineral acre. Additionally, according to Baker Hughes, the Permian Basin has steadily increased its market share of total active onshore horizontal drilling rigs in the United States, increasing from 40% as of November 30, 2016 to 53% as of June 30, 2021. We expect to benefit from this focus of development activity in the Permian Basin and believe any resulting increase in our revenues will enable us to return capital to our stockholders. We target acquisitions of properties that are relatively undeveloped in the core of the Delaware Basin, and we believe the organic development of our acreage will result in substantial production growth regardless of acquisition activity. From January 1, 2016 to December 31, 2020, production attributable to our properties increased at a CAGR of 51% assuming our NRAs as of December 31, 2020 were owned on January 1, 2016, as compared to a CAGR of 33% for Delaware Basin production growth generally and a CAGR of 7% for total U.S. onshore production growth for the same period. Diverse group of blue-chip E&P operators on our mineral and royalty interests driving production growth. Our mineral and royalty interests consist of properties operated by established E&P companies, such as Occidental Petroleum Corporation, BP plc, Cimarex Energy Co., Conoco Phillips and Chevron Corporation. Our blue-chip E&P operators provide a diversified source of revenues, as no single E&P operator provided greater than 15% of our total revenues for the six months ended June 30, 2021. Table of Contents Corporate Reorganization Desert Peak Minerals was incorporated as a Delaware corporation in April 2019 by KMF. Following this offering and the reorganization transactions described below (our corporate reorganization ), we will be a holding company whose sole material asset will consist of a 16% interest in Desert Peak LLC ( Opco ). Opco will continue to wholly own all of our operating assets. After the consummation of the transactions contemplated by this prospectus, we will be the sole managing member of Opco and will be responsible for all operational, management and administrative decisions relating to Opco s business. In connection with this offering: on October 8, 2021, we amended and restated our revolving credit facility to, among other things, provide for the transactions contemplated by our corporate reorganization and this offering as well as to provide for an increased borrowing base; on October 27, 2021, we made a distribution of approximately $128 million to the Existing Owners using borrowings under the revolving credit facility and cash on hand; Opco and the indirect owners of our initial assets (our Existing Owners ) will enter into a merger agreement pursuant to which Opco will acquire our initial assets (which will not include our predecessor s water business) and the Existing Owners will acquire 52,000,000 common units in Opco (the Opco Units ) in the aggregate and will be admitted as members of Opco; we will issue 10,000,000 shares of our Class A common stock to purchasers in this offering in exchange for the proceeds of this offering; we will contribute all of the net proceeds of this offering and shares of our Class B common stock to Opco in exchange for a number of Opco Units equal to the number of shares of our Class A common stock outstanding following this offering, and Opco will then distribute a number of shares of our Class B common stock to our Existing Owners equal to the number of Opco Units held by them; and Opco will use the net proceeds from this offering to (i) repay all of the outstanding borrowings under our revolving credit facility and (ii) fund future acquisitions of mineral and royalty interests. To the extent the underwriters option to purchase additional shares is exercised in full or in part, we will contribute the net proceeds therefrom to Opco in exchange for an additional number of Opco Units equal to the number of shares of Class A common stock issued pursuant to the underwriters option. Opco will use any such net proceeds to fund future acquisitions of mineral and royalty interests. Following this offering, our Existing Owners may distribute all or a portion of their respective Opco Units and a corresponding number of shares of Class B common stock to their partners or members, as applicable (the Existing Owner Distribution ), subject to customary lock-up restrictions. Unless otherwise indicated, the information set forth in this prospectus does not give effect to the Existing Owner Distribution. After giving effect to these transactions and this offering, without giving effect to the Existing Owner Distribution and assuming the underwriters option to purchase additional shares is not exercised: our Existing Owners will own, in the aggregate, 100% of our Class B common stock, representing 84% of our capital stock; investors in this offering will own, in the aggregate, 10,000,000 shares, or 100%, of our Class A common stock, representing 16% of our capital stock; we will own an approximate 16% interest in Opco; and our Existing Owners will own, in the aggregate, an approximate 84% interest in Opco. Table of Contents If the underwriters option to purchase additional shares is exercised in full, without giving effect to the Existing Owner Distribution: our Existing Owners will own, in the aggregate, 100% of our Class B common stock, representing 82% of our capital stock; investors in this offering will own, in the aggregate, 11,500,000 shares, or 100%, of our Class A common stock, representing 18% of our capital stock; we will own an approximate 18% interest in Opco; and our Existing Owners will own, in the aggregate, an approximate 82% interest in Opco. Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or by our amended and restated certificate of incorporation. We do not intend to list our Class B common stock on any exchange. Following this offering, under the amended and restated limited liability company agreement of Opco (the Opco LLC Agreement ), each holder of Opco Units (an Opco Unit Holder ) will, subject to certain limitations, have the right (the Redemption Right ) to cause Opco to acquire all or a portion of its Opco Units (together with a corresponding number of shares of Class B common stock) for, at Opco s election, (i) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each Opco Unit (and corresponding share of Class B common stock) redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (ii) an equivalent amount of cash. We will determine whether to issue shares of Class A common stock or cash based on facts in existence at the time of the decision, which we expect would include the relative value of the Class A common stock (including trading prices for the Class A common stock at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of preferred stock) to acquire the Opco Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, Desert Peak Minerals (instead of Opco) will have the right (the Call Right ) to, for administrative convenience, acquire each tendered Opco Unit (and corresponding share of Class B common stock) directly from the redeeming Opco Unit Holder for, at its election, (x) one share of Class A common stock or (y) an equivalent amount of cash. In connection with any redemption or acquisition of Opco Units together with a corresponding number of shares of Class B common stock pursuant to the Redemption Right or our Call Right, the corresponding number of shares of Class B common stock will be cancelled. See Certain Relationships and Related Party Transactions Opco LLC Agreement. Kimmeridge, Blackstone, Source and certain of their permitted transferees will have the right, under certain circumstances, to cause us to register the offer and resale of their shares of Class A common stock issuable upon redemption of Opco Units together with a corresponding number of shares of Class B common stock. See Certain Relationships and Related Party Transactions Registration Rights Agreement. Table of Contents The following diagram indicates our simplified ownership structure immediately following this offering and the transactions related thereto (assuming that the underwriters option to purchase additional shares is not exercised and without giving effect to the Existing Owner Distribution): (1) Our Existing Owners will own, in the aggregate, 100% of our Class B common stock and approximately 84% of the Opco Units. (2) Includes any shares of our Class A common stock that may be purchased by Christopher L. Conoscenti, our Chief Executive Officer and Director Nominee, in this offering. We have granted the underwriters a 30-day option to purchase up to an aggregate of 1,500,000 additional shares of Class A common stock. Any net proceeds received from the exercise of this option will be contributed to Opco in exchange for an additional number of Opco Units equal to the number of shares of Class A common stock issued pursuant to the underwriters option. Opco will use any such net proceeds to redeem from the Existing Owners on a pro rata basis a number of Opco Units (together with an equivalent number of shares of our Class B common stock) equal to the number of shares of Class A common stock issued pursuant to the underwriters option to purchase additional shares. Emerging Growth Company Status We are an emerging growth company as defined in the Jumpstart Our Business Startups Act ( JOBS Act ). For as long as we are an emerging growth company, we may take advantage of specified exemptions from reporting and other regulatory requirements that are otherwise generally applicable to other public companies. These exemptions include: an exemption from providing an auditor s attestation report on management s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ); Table of Contents an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board ( PCAOB ) requiring mandatory audit firm rotation or a supplement to the auditor s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; an exemption from compliance with any other new auditing standards adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise; and reduced disclosure of executive compensation. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the Securities Act ), for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of this extended transition period and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies. We will cease to be an emerging growth company upon the earliest of (i) when we have $1.07 billion or more in annual revenues; (ii) when we issue more than $1.0 billion of non-convertible debt over a three-year period; (iii) the last day of the fiscal year following the fifth anniversary of our initial public offering; or (iv) when we have qualified as a large accelerated filer, which refers to when we (1) have an aggregate worldwide market value of voting and non-voting shares of common equity securities held by our non-affiliates of $700 million or more, as of the last business day of our most recently completed second fiscal quarter, (2) have been subject to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act ), for a period of at least 12 calendar months, (3) have filed at least one annual report pursuant to Section 13(a) or 15(d) of the Exchange Act, and (4) are no longer eligible to use the requirements for smaller reporting companies, as defined in the Exchange Act, for our annual and quarterly reports. Principal Executive Offices and Internet Address Our principal executive offices are located at 1144 15th Street, Suite 2650, Denver, Colorado 80202, and our telephone number at that address is (720) 640-7620. Our website address is www.desertpeak.com. We expect to make our periodic reports and other information filed with or furnished to the SEC available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001783010_amryt_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001783010_amryt_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001783010_amryt_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001784168_electric_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001784168_electric_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001784168_electric_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001785345_landos_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001785345_landos_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8c06bef22580bd0dc886520a354357c75c4a7587
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001785345_landos_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the Risk factors section beginning on page 11 and our financial statements and the related notes appearing at the end of this prospectus, before making an investment decision. As used in this prospectus, unless the context otherwise requires, references to we, us, our, the company and Landos Biopharma refer to Landos Biopharma, Inc. and its subsidiaries. Overview We are a clinical-stage biopharmaceutical company focused on the discovery and development of oral therapeutics for patients with autoimmune diseases that are the first to target new mechanisms of action, including the LANCL2, NLRX1 and PLXDC2 immunometabolic pathways. Our core expertise is in the development of therapeutic candidates targeting novel pathways at the interface of immunity and metabolism. Based on our understanding of the role that cell metabolic pathways have on modulating inflammatory responses, we aim to inhibit these inflammatory responses by changing the metabolic processes in target cells. We leverage our proprietary AI-based precision medicine platform, our LANCE platform, to identify novel therapeutic targets based on predictions of immunometabolic function and create therapeutic candidates to engage those targets in areas of unmet medical need. Through our LANCE platform we have identified seven novel immunometabolic targets and product candidates to date across 14 indications, including ulcerative colitis, or UC, Crohn s disease, or CD, lupus, rheumatoid arthritis, nonalcoholic steatohepatitis, or NASH, multiple sclerosis, Alzheimer s disease, asthma, psoriasis, atopic dermatitis, eosinophilic esophagitis, or EoE, chronic obstructive pulmonary disease, or COPD, diabetic nephropathy and type 1 diabetes. We have completed the induction phase of a Phase 2 clinical trial of our lead product candidate, BT-11, for mild to moderate UC in the United States, Russia and Europe to evaluate the efficacy and safety of BT-11 in UC patients. Data from the induction stage of this Phase 2 trial demonstrated that BT-11 was gut-restricted and well tolerated, with no treatment-related significant adverse events and a similar adverse event profile across placebo and BT- 11 groups. In the intent-to-treat population, we observed a positive trend in absolute clinical remission rates as defined by the 3-component modified Mayo Score, using a stool frequency subscore of 0 or 1, a rectal bleeding subscore of 0 and an endoscopic subscore of 0 or 1 following 12 weeks of oral treatment with BT-11 at 1,000 mg once daily, or QD, or 500 mg QD compared to placebo (31.8% and 30.3 versus 22.7%; p 0.340 and 0.235). The primary and secondary endpoints in this trial did not reach statistical significance in terms of efficacy, but achieved desired outcomes in regards to safety and PK/PD relationships. Although the Phase 2 trial did not include a biologic comparator arm, the resulting placebo-adjusted clinical remission rates of 9.1% and 7.6% for the 1,000 and 500 mg dose groups, respectively, were consistent with standard of care treatments in both mild to moderate and moderate to severe UC. In a more moderate subset of patients (with Mayo score equal to or greater than 7 at baseline) the placebo-adjusted clinical remission rate was 11.5% (p 0.153) and 8.7% (p 0.273) for the 1,000 mg (n 47) and 500 mg (n 44) dose groups, respectively, as compared to placebo (n 50). Additionally, in a small subset of biologic experienced patients, positive placebo-adjusted remission trends were also observed (66.6% and 33.3% in the 1,000 mg (n 3) and 500 mg (n 3) cohorts, respectively, as compared to placebo (n 3, 0%)). Based on these data, we expect to commence an integrated Phase 3 trial of BT-11 in UC patients in the United States, Russia, Asia, and Europe in the first half of 2021, subject to review of the complete Phase 2 data and FDA feedback, and we expect to discuss with the FDA the pathway for further development of BT-11 in UC patients. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated February 1, 2021 Preliminary prospectus 6,250,000 shares Common stock This is an initial public offering of shares of common stock Landos Biopharma, Inc. We are offering 6,250,000 shares of our common stock. The initial public offering price is expected to be between $15.00 and $17.00 per share. Prior to this offering, there has been no public market for our common stock. We have applied to list our common stock on the Nasdaq Global Market under the symbol LABP. We are an emerging growth company as defined under U.S. federal securities laws and will be subject to reduced public company reporting requirements. See Prospectus summary Implications of being an emerging growth company. Per share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $ (1) See the section titled Underwriting beginning on page 210 for a description of compensation payable to the underwriters. We have granted the underwriters an option to purchase up to an additional 937,500 shares from us at the initial public offering price, less the underwriting discounts and commissions, for a period of up to 30 days after the date of this prospectus. Investing in our common stock involves risks. See the section titled Risk factors beginning on page 13 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to the purchasers on or about , 2021. J.P. Morgan Jefferies SVB Leerink Raymond James , 2021 Table of Contents We also expect to initiate a Phase 2 trial of BT-11 for the treatment of moderate to severe CD in the first half of 2021. We believe the therapeutics we discover and develop, if approved, will have a significant impact on the quality of life of patients suffering from autoimmune diseases. Autoimmune diseases generally result from the loss of self-tolerance in the immune system, causing the immune system to attack healthy organs and tissues. This leads to inflammation of the organs and tissues, causing chronic pain and deterioration or destruction of the ability of these organs to function. Current therapies either broadly prevent the immune system from functioning, in the case of corticosteroids, aminosalicylates and immunosuppressants, or systemically block specific molecules that promote inflammation in the case of biologics and JAK inhibitors. While great strides have been made, existing approaches continue to leave patient needs unmet, due in part to significant safety concerns. Our proprietary LANCE platform: our approach to optimally identifying novel immunometabolic targets We are developing novel, disease-specific oral therapeutic candidates designed to address the therapeutic gap in the current treatment paradigm for autoimmune diseases. We leverage our AI-based integrated computational and experimental LANCE platform to discover novel therapeutic targets based on the prediction and validation of immunometabolic function. Through our LANCE platform, we have identified novel pathways that stand at immunometabolic intersections of multiple well-established immune processes. We believe these pathways have a greater potential to restore the immune tolerance that is lost in patients with autoimmune disease. We begin our discovery process with an in silico discovery platform. The LANCE platform analyzes large datasets from autoimmune disease patients to identify novel expression patterns tied to regulatory functions. It then ranks and prioritizes new immunometabolic targets that are perturbed in human disease and have high potential to serve as selective portals to the coordination of multiple well-categorized downstream responses tied to autoimmune diseases. We then continue evaluation in silico, identifying thousands of targets within the human immune system to evaluate and refine potential targets to maximize efficiency of time and cost. We include multi-scale modeling of immune and disease processes in virtual representations of target tissues for a specific disease to prioritize targets capable of exerting control on the immune response to a level providing meaningful change at the tissue and clinical level. In parallel, targets are filtered for druggability and safety parameters, removing those that are difficult to activate or inhibit or have potential to be linked to toxicity. We prioritize the selection of targets with mechanisms applicable to numerous autoimmune and inflammatory diseases, while generating predictions for disease-specific potency and optimal pharmacokinetic, or PK, profiles. We then conduct experimental target validation of top ranked targets in cells and in mouse models of disease using loss-of-function and constitutive expression methods. Upon successful target identification, an internal medicinal chemistry program is initiated to optimize preliminary scaffolds into leads. We evaluate lead compounds through a series of in-house robust target engagement, in vitro culture, multiple animal models for diseases of interest, PK evaluation, preliminary dose range finding, or DRF, toxicity studies in rats and translational studies in human patient samples. We have used this strategy to identify, evaluate and advance seven product candidates across three targets spanning numerous autoimmune and related disorders. Prioritization of these product candidates occurs based on unmet clinical need, therapeutic market size and opportunity, preclinical safety and efficacy data, and performance in translational biomarkers. We believe our LANCE platform may have several key advantages compared to traditional drug discovery paradigms in autoimmune diseases, including improved discovery and significant target generation potential, an ability to modulate multiple critical pathways via a single target, and cost advantage. We have leveraged our platform to identify seven novel immunometabolic targets to date, two of which we are evaluating in clinical trials, LANCL2 and NLRX1. Using our LANCE platform, we expect to identify further novel targets and develop Table of Contents Table of contents Page Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001790727_kryptoin_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001790727_kryptoin_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001790727_kryptoin_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001791091_soc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001791091_soc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001791091_soc_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001791398_tianke_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001791398_tianke_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..51df3729d999237a892d86aa48fb5ddba0901f2c
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001791398_tianke_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1 1 tianke_s1.htm S-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Tianke Biohealth Technology Group Limited (Exact name of registrant as specified in its charter) Date: November 24, 2021 Nevada 5180 38-4107415 (State or Other Jurisdiction of Incorporation) (Primary Standard Classification Code) (IRS Employer Identification No.) Golden Industrial Park, Nanfeng, Fuzhou, Jiangxi, 344500, China Issuer's telephone number: +86 18977770618 Company email: tiankebiohealthtechnology@gmail.com (Address, including zip code, and telephone number, including area code, of registrant s principal mailing address) Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_| If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X| Smaller reporting company |X| Emerging growth company |X| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. |_| CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share(1) Proposed Maximum Aggregate Offering Price Amount of Registration Fee (2) Common Stock, $0.0001 par value 6,314,263 $0.50 3,157,131.50 344.44 (1) The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price. (2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED. PRELIMINARY PROSPECTUS Tianke Biohealth Technology Group Limited 6,314,263 SHARES OF COMMON STOCK $0.0001 PAR VALUE PER SHARE Prior to this Offering, no public market has existed for the common stock of Tianke Biohealth Technology Group Limited. Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB operated by OTC Markets Group, Inc. There is no assurance that the Shares will ever be quoted on the OTCQB. To be quoted on the OTCQB, a market maker must apply to make a market in our common stock. As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares. Additionally, there is the possibility a market maker may not apply to make a market in our common stock. In this public offering we, "Tianke Biohealth Technology Group Limited" are offering 2,000,000 shares of our common stock and our selling shareholders are offering 4,314,263 shares of our common stock. We will not receive any of the proceeds from the sale of shares by the selling shareholders. The offering is being made on a self-underwritten, "best efforts" basis. There is no minimum number of shares required to be purchased by each investor. The shares offered by the Company will be sold on our behalf by our Director Yuanhang Chen. Yuanhang Chen is deemed to be an underwriter of this offering. The selling shareholders are also deemed to be underwriters of this offering. There is uncertainty that we will be able to sell any of the 2,000,000 shares being offered herein by the Company. Yuanhang Chen will not receive any commissions or proceeds for selling the shares on our behalf. All of the shares being registered for sale by the Company will be sold at a fixed price of $0.50 per share for the duration of the Offering. Additionally, all of the shares offered by the selling shareholders will be sold at a fixed price of $0.50 for the duration of the Offering. Assuming all of the 2,000,000 shares being offered by the Company are sold, the Company will receive $1,000,000 in net proceeds. Assuming 1,500,000 shares (75%) being offered by the Company are sold, the Company will receive $750,000 in net proceeds. Assuming 1,000,000 shares (50%) being offered by the Company are sold, the Company will receive $500,000 in net proceeds. Assuming 500,000 shares (25%) being offered by the Company are sold, the Company will receive $250,000 in net proceeds. There is no minimum amount we are required to raise from the shares being offered by the Company and any funds received will be immediately available to us. There is no guarantee that we will sell any of the securities being offered in this offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to institute our Company's business plan. Additionally, there is no guarantee that a public market will ever develop and you may be unable to sell your shares. This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this Prospectus, unless extended by our director for an additional 90 days. We may however, at any time and for any reason terminate the offering. Yuanhang Chen will be selling shares of common stock on behalf of the Company simultaneously to selling shares of common stock in the Company from his own personal account. A conflict of interest may arise as a result of Yuanhang Chen selling shares from his own personal account, and in selling shares on the Company s behalf. Regarding the sale of Yuanhang Chen s shares, they will be sold at a fixed price of $0.50 for the duration of the offering. The Company estimates the costs of this offering at about $55,000. All expenses incurred in this offering are being paid for by the Company. For the duration of the offering any and all sellers of the shares being registered herein agree to provide this prospectus to potential investors in its entirety. The proceeds from the sale of the securities sold on behalf of the Company will be placed directly into the Company s account and or the account of one of its subsidiaries; any investor who purchases shares will have no assurance that any monies, beside their own, will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws. The Company qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, which became law in April 2012 and will be subject to reduced public company reporting requirements. THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT. PLEASE REFER TO , ' ': RISK FACTORS BEGINNING ON PAGE 5. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. You should rely only on the information contained in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it. The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus. Table of Contents SELLING SHAREHOLDERS The shares being offered for resale by the selling stockholders consist of 4,314,263 shares of our common stock. The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of November 24, 2021 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders. Note: The Percent of common stock owned after offering (if all shares are sold) is calculated under the assumption 100% of the shares are sold herein pursuant to the offering by the selling shareholders and also that of the Company. Additionally, the selling shareholders are also deemed to be underwriters of this offering. Name of selling stockholder Shares of Common stock owned prior to offering Shares of Common stock to be sold Shares of Common stock owned after offering (if all shares are sold) Percent of common stock owned after offering (if all shares are sold) Yuanhang Chen 1 34,800,000 800,000 34,000,000 75.87% Long Chen 2 3,893,100 1,893,100 2,000,000 4.46% Si Chen 106,900 106,900 - - Liping Li 3 800,000 800,000 - - Zurui Wei 400,000 400,000 - - Qiuxian Cao 36,512 36,512 - - Xiying Cao 2,376 2,376 - - Xiaohong Chen 2,756 2,756 - - Yongliang Chen 8,250 8,250 - - Zhengpen Chen 10,533 10,533 - - Mingjian Hu 4,643 4,643 - - Lixing Huang 3,029 3,029 - - Jianmei Ji 4,683 4,683 - - Huoyuan Li 7,070 7,070 - - Wangyun Li 3,259 3,259 - - Fang Li 1,955 1,955 - - Lee Mike Yuan 5,333 5,333 - - Qingju Li 4,003 4,003 - - Qiongying Li 2,070 2,070 - - Mingjiang Liang 7,030 7,030 - - Aimin Liao 12,993 12,993 - - Jianzhong Shao 6,600 6,600 - - Meifeng Shi 2,910 2,910 - - Aifeng Song 5,164 5,164 - - Jian Song 5,600 5,600 - - Pijiang Teng 2,276 2,276 - - Wanchen Tong 1,861 1,861 - - Ruoping Wang 2,466 2,466 - - Wenge Wang 4,498 4,498 - - Yanhao Wang 51,793 51,793 - - Bingcun Wei 4,764 4,764 - - Zhiping Xiong 3,210 3,210 - - Wuhuan Xu 11,033 11,033 - - Tongxue Yang 2,366 2,366 - - Chumei Ye 3,333 3,333 - - Xiuyan Yu 3,216 3,216 - - Lifang Zeng 68,633 68,633 - - Hui Zhang 6,143 6,143 - - Jiekai Zhang 2,576 2,576 - - Huaxia Zhao 4,666 4,666 - - Yumiao Zhong 4,660 4,660 - - Total 40,314,263 4,314,263 36,000,000 80.33% Note to the above table: 1 Yuanhang Chen is Chief Executive Officer, President, Secretary, Treasurer and Director of the Company. 2 Long Chen is our former Chief Financial Officer and was previously a Director of the Company. TABLE OF CONTENTS PART I PROSPECTUS PAGE PROSPECTUS SUMMARY 1 RISK FACTORS 5 SUMMARY OF OUR FINANCIAL INFORMATION 14 MANAGEMENT S DISCUSSION AND ANALYSIS 16 INDUSTRY OVERVIEW 17 FORWARD-LOOKING STATEMENTS 18 DESCRIPTION OF BUSINESS 18 USE OF PROCEEDS 20 DETERMINATION OF OFFERING PRICE 20 DILUTION 21 SELLING SHAREHOLDERS 22 PLAN OF DISTRIBUTION 23 DESCRIPTION OF SECURITIES 24 INTERESTS OF NAMED EXPERTS AND COUNSEL 25 REPORTS TO SECURITIES HOLDERS 25 DESCRIPTION OF FACILITIES 25 LEGAL PROCEEDINGS 26 PATENTS AND TRADEMARKS 26 DIRECTORS AND EXECUTIVE OFFICERS 26 EXECUTIVE COMPENSATION 27 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 29 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 29 PRINCIPAL ACCOUNTING FEES AND SERVICES 29 MATERIAL CHANGES 29 FINANCIAL STATEMENTS F1-F13 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION 30 INDEMNIFICATION OF OFFICERS AND DIRECTORS 30 RECENT SALES OF UNREGISTERED SECURITIES 31 EXHIBITS TO THE REGISTRATION STATEMENT 31 UNDERTAKINGS 32 SIGNATURES 33 You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. Through November 30, 2022 all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. The date of this prospectus is November 24, 2021. Table of Contents PROSPECTUS SUMMARY In this Prospectus, ''Tianke Biohealth Technology Group,'' "the Issuer," the "Company,'' ''we,'' ''us,'' and ''our,'' refer to Tianke Biohealth Technology Group Limited, unless the context otherwise requires. Unless otherwise indicated, the term ''fiscal year'' refers to our fiscal year ending December 31th. Unless otherwise indicated, the term ''common stock'' refers to shares of the Company's common stock. This Prospectus, and any supplement to this Prospectus include "forward-looking statements". To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as "intends", "anticipates", "believes", "estimates", "projects", "forecasts", "expects", "plans" and "proposes". Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the "Risk Factors" section and the "Management s Discussion and Analysis of Financial Position and Results of Operations" section in this Prospectus. This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including "Risk Factors" beginning on Page 5, and the financial statements, before making an investment decision. The Company We share the same business plan as that of our subsidiaries, which is developing and providing integrated alcoholic beverage products. Tianke Biohealth Technology Group Limited was originally incorporated with the name "Yichunfeng (China) Biohealth Limited", under the laws of the State of Nevada on January 9, 2019. On January 9, 2019, Mr. Yuanhang Chen was appointed Chief Executive Officer, President, Secretary, Treasurer and Director of the Company. On January 9, 2019, Long Chen was appointed Chief Financial Officer and Director of the Company. On March 28, 2019, Tianke Biohealth Technology Group Limited (formerly known as Yichunfeng (China) Biohealth Limited), a Nevada company, acquired 100% of the equity interests of Tianke Biohealth Technology Holding Limited (formerly known as Yichunfeng (China) Biohealth Holding Limited), a Seychelles company, in consideration of $100 (U.S. Dollars). Our current Chief Executive Officer, Yuanhang Chen, and our former Chief Financial Officer and Director, Long Chen, were the beneficiaries of the $100 (U.S. Dollars). Tianke Biohealth Technology Group Limited now owns 100% of Tianke Biohealth Technology Holding Limited, a Seychelles company. On March 29, 2019, Tianke Biohealth Technology Holding Limited, a Seychelles company, our wholly owned subsidiary, acquired 100% of the equity interest of Tianke Biohealth Technology Group Limited (formerly known as Yichunfeng (China) Biohealth Holding Limited), a Hong Kong company, in consideration of $100 (Hong Kong Dollars). Our current Chief Executive Officer, Yuanhang Chen, and our former Chief Financial Officer and Director, Long Chen, were the beneficiaries of the $100 (Hong Kong Dollars). On May 15, 2019, Tianke Biohealth Technology Group Limited (formerly known as Yichunfeng (China) Biohealth Holding Limited), a Hong Kong company, incorporated a new subsidiary in Guangxi, China, called Yichunfeng International Biotechnology (China) Limited, a Chinese company (WFOE). Tianke Biohealth Technology Group Limited, the Hong Kong Company owns (100%) of Yichunfeng International Biotechnology (China) Limited, a Chinese company (WFOE). There was no consideration exchanged per the aforementioned transaction. On May 20, 2019, Yichunfeng International Biotechnology (China) Limited, a Chinese company (WFOE), also referred to herein as "YIBL", entered into and consummated an agreement with Long Chen and Hongwei Deng, whereas YIBL has the option to purchase all of the equity interests of Jiangxi Yichunfeng Biohealth Limited, also referred to herein as "JYBL", a Chinese company, from Long Chen and Hongwei Deng. These equity interests would make up 100% of the equity interests of JYBL. Jiangxi Yichunfeng Biohealth Limited is considered to be a variable interest entity, also referred to herein as a "VIE", to YIBL, and therefore a VIE of the issuer, Tianke Biohealth Technology Group Limited, formerly known as "Yichunfeng (China) Biohealth Limiteda", Nevada company. More information regarding this agreement can be found in exhibit 10.1, titled, "Call Option Agreement". On May 20, 2019, YIBL entered into and consummated an agreement with Long Chen and Hongwei Deng whereas Long Chen and Hongwei Deng have given YIBL the right to appoint management of YIBL to act as proxy to existing shareholders of JYBL. This gives management of YIBL the ability to conduct and control company affairs of JYBL. Actions which management of YIBL may be able to carry out include, but are not limited to, exercising voting rights as proxy of the existing shareholder(s), appointing new directors, hiring new management, and carrying out corporate actions. More information regarding this agreement can be found in exhibit 10.2, titled, "Shareholder' Voting Rights Proxy Agreement." - 1 - Table of Contents On May 20, 2019, YIBL entered into and consummated an agreement with Long Chen and Hongwei Deng whereas Long Chen and Hongwei Deng have engaged YIBL to provide management, financial, and other business services to JYBL. YIBL is to be compensated with 100% of all profits generated by JYBL. This Agreement is effective as of May 20, 2019 and will continue in effect for a period of ten (10) years (the "Initial Term"), and for succeeding periods of the same duration (each, "Subsequent Term"), until terminated by one of the following means either during the Initial Term or thereafter: Mutual Consent, Termination by YIBL, Breach or Insolvency. JYBL is considered to be a VIE to YIBL, a Chinese company (WFOE), and therefore a VIE of the issuer, Tianke Biohealth Technology Group Limited, a Nevada company. More information regarding this agreement can be found in exhibit 10.3, titled, "Management Services Agreement." On May 20, 2019, YIBL entered into and consummated an agreement with Long Chen and Hongwei Deng whereas Long Chen and Hongwei Deng have pledged their equity interests in JYBL, to YIBL. More information regarding this agreement can be found in exhibit 10.4, titled, "Equity Pledge Agreement." On May 20, 2019, YIBL entered into a loan agreement with Long Chen and Hongwei Deng wherein YIBL will loan the amount of approximately CNY100,000 (Chinese Yuan) to Long Chen and Hongwei Deng, all of which shall be used for the benefit of JYBL. More information regarding this agreement can be found in exhibit 10.5, titled, "Loan Agreement." Foreign ownership in companies providing integrated alcoholic beverage products is subject to certain restrictions under PRC laws and regulations. To comply with the PRC laws and regulations, we, through our wholly owned subsidiary, Yichunfeng International Biotechnology (China) Limited (YIBL), entered into a set of contractual arrangements with Jiangxi Yichunfeng Biohealth Limited (JYBL) and its shareholders. The contractual arrangements between YIBL, JYBL and shareholders of JYBL allow us to: 1. exercise effective control over JYBL whereby having the power to direct JYBL's activities that most significantly drive the economic results of JYBL; 2. receive substantially all of the economic benefits and residual returns, and absorb substantially all the risks and expected losses from JYBL as if it was their sole shareholder; and 3. have an exclusive option to purchase all of the equity interests in JYBL. A subsidiary is an entity in which we, directly or indirectly, control more than one half of the voting powers; or has the power to appoint or remove the majority of the members of the board of directors; or to cast a majority of votes at the meeting of directors; or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders. A consolidated VIE is an entity in which we, or our subsidiaries, through contractual agreements, bears the risks of, and enjoys the rewards normally associated with ownership of the entity. In determining whether we or our subsidiaries are the primary beneficiary, we considered whether it has the power to direct activities that are significant to the consolidated VIE's economic performance, and also our obligation to absorb losses of the consolidated VIE that could potentially be significant to the consolidated VIE or the right to receive benefits from the consolidated VIE that could potentially be significant to the consolidated VIE. We hold all the variable interests of the consolidated VIE and its subsidiaries and has been determined to be the primary beneficiary of the consolidated VIE. We believe that the contractual arrangements among YIBL, JYBL and the shareholders of JYBL are in compliance with PRC law and are legally enforceable. However, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements and if the shareholders of our consolidated VIE were to reduce their interest in us, their interests may diverge from ours and that may potentially increase the risk that they would seek to act contrary to the contractual terms. Our ability to control the consolidated VIE also depends on the voting rights proxy agreement and our company, through YIBL, has to vote on all matters requiring shareholder approval in the consolidated VIE. As noted above, we believe this voting rights proxy agreement is legally enforceable but may not be as effective as direct equity ownership. Jiangxi Yichunfeng Biohealth Limited is the company through which we operate, and which shares our business plan with the goal of developing and providing integrated alcoholic beverage products to our future clients. Mr. Long Chen resigned as our Chief Financial Officer and Director on August 21, 2021. Subsequent to his resignation, on August 21, 2021, Ms. Liping Li was appointed as Chief Financial Officer of the Company. On August 27, 2021, the Company filed a Certificate of Amendment with the Nevada Secretary of State to change its name from, "Yichunfeng (China) Biohealth Limited", to "Tianke Biohealth Technology Group Limited". On September 1, 2021, the Company filed a Certificate of Amendment to change the name of its Hong Kong subsidiary from, "Yichunfeng (China) Biohealth Holding Limited", to "Tianke Biohealth Technology Group Limited". On September 2, 2021, the Company filed a Certificate of Amendment to change the name of its Seychelles subsidiary from, "Yichunfeng (China) Biohealth Holding Limited", to "Tianke Biohealth Technology Holding Limited". Our Company structure is broken down in the below chart. The percentages denote ownership. The Company's mailing address is Golden Industrial Park, Nanfeng, Fuzhou, Jiangxi, 344500, China. We believe we need to raise $1,000,000 to execute our business plan over the next 12 months. The funds raised in this offering, even assuming we sell all the shares being offered, may be insufficient to carry out our intended business operations. We will receive proceeds from the sale of 2,000,000 shares of our common stock and intend to use the proceeds from this offering to further develop and market our products. There is uncertainty that we will be able to sell any of the 2,000,000 shares being offered herein by the Company. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at about $55,000, are being paid for by the Company. Our budgetary allocations may vary depending upon the percentage of proceeds that we obtain from this offering. For example, we may determine that it is more beneficial to allocate funds toward securing potential financing and business opportunities in the short terms rather than to conserve funds to satisfy continuous disclosure requirements for a longer period. During the 12 months following the completion of this offering, we intend to continue our current business plan and increase our current level of operations. We do not believe that we are a shell Company. Currently, we do not have plans or intentions to engage in a merger or acquisition with an unidentified company, companies, entity or person. At this time, the company s officers and director, any company promoters, and or their affiliates do not intend for the company, once it is reporting, to be used as a vehicle for a private company to become a reporting company. - 2 - Table of Contents Our Offering We have authorized capital stock consisting of 600,000,000 shares of common stock, $0.0001 par value per share ("Common Stock") and 200,000,000 shares of preferred stock, $0.0001 par value per share ("Preferred Stock"). We have 40,314,263 shares of Common Stock and no shares of Preferred Stock issued and outstanding. Through this offering we will register a total of 6,314,263 shares. These shares represent 2,000,000 additional shares of common stock to be issued by us and 4,314,263 shares of common stock by our selling stockholders. We may endeavor to sell all 2,000,000 shares of common stock after this registration becomes effective. Upon effectiveness of this Registration Statement, the selling stockholders may also sell their own shares. The price at which we, the company, offer these shares is at a fixed price of $0.50 per share for the duration of the offering. The selling stockholders will also sell shares at a fixed price of $0.50 for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of our common stock but we will not receive any proceeds from the selling stockholders. Yuanhang Chen will be selling shares of common stock on behalf of the Company simultaneously to selling shares of common stock in the Company from his own personal account. A conflict of interest may arise as a result of Yuanhang Chen selling shares from his own personal account, and in selling shares on the Company s behalf. Regarding the sale of Yuanhang Chen s shares, they will be sold at a fixed price of $0.50 for the duration of the offering. The Company estimates the costs of this offering at about $55,000. All expenses incurred in this offering are being paid for by the Company. For the duration of the offering any and all sellers of the shares being registered herein agree to provide this prospectus to potential investors in its entirety. *We will notify investors by filling a post-effective amendment to our registration statement that will be available for public viewing on the SEC Edgar Database of any such extension of the offering. Securities being offered by the Company 2,000,000 shares of common stock, at a fixed price of $0.50 offered by us in a direct offering. Our offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering. Securities being offered by the Selling Stockholders 4,314,263 shares of common stock, at a fixed price of $0.50 offered by selling stockholders in a resale offering. As previously mentioned this fixed price applies at all times for the duration of the offering. The offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus, unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering. Offering price per share We and the selling shareholders will sell the shares at a fixed price per share of $0.50 for the duration of this Offering. Number of shares of common stock outstanding before the offering of common stock 40,314,263 common shares are currently issued and outstanding. Number of shares of common stock outstanding after the offering of common stock 42,314,263 common shares will be issued and outstanding if we sell all of the shares we are offering. The minimum number of shares to be sold in this offering None. Market for the common shares There is no public market for the common shares. The price per share is $0.50. We may not be able to meet the requirement for a public listing or quotation of our common stock. Furthermore, even if our common stock is quoted or granted listing, a market for the common shares may not develop. The offering price for the shares will remain at $0.50 per share for the duration of the offering. - 3 - Table of Contents Use of Proceeds We intend to use the gross proceeds for, but not limited to, funding of day to day operations, construction of a new factory, purchase of production equipment, marketing, hiring and training staff, payment for ongoing reporting requirements, accounting expenses, potential legal fees, and consulting expenses. Termination of the Offering This offering will terminate upon the earlier to occur of (i) 365 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 6,314,263 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days. At any time and for any reason we may also terminate the offering. Terms of the Offering Our Director will sell the 2,000,000 shares of common stock on behalf of the company, upon effectiveness of this registration statement, on a BEST EFFORTS basis. Subscriptions: All subscriptions once accepted by us are irrevocable. Registration Costs We estimate our total offering registration costs to be approximately $55,000. Risk Factors: See
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001795579_calliditas_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001795579_calliditas_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001795579_calliditas_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001799850_renovacor_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001799850_renovacor_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001799850_renovacor_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001800682_cano_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001800682_cano_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001800682_cano_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001801754_trean_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001801754_trean_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6fd1b31a26ec10bc1fd1e216e073634da63e7929
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001801754_trean_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001803112_tdcx-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001803112_tdcx-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..68fd68abc682c0b99a1d1185dd555e422c5ef450
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001803112_tdcx-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following is a summary of material information discussed in this prospectus. This summary may not contain all the details concerning our business, our ADSs or other information that may be important to you. You should carefully review this entire prospectus, including the Risk Factors section and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Overview We are a high-growth digital customer experience solutions provider for innovative technology and other blue-chip companies. We offer omnichannel CX solutions, sales and digital marketing services and content monitoring and moderation services. We have specific expertise in providing tailored digital customer experience solutions to manage complex customer interactions that go beyond providing boilerplate responses and which require a highly trained workforce capable of effectively delivering our differentiated services and solutions to our clients and their customers. Our focus on complex digital solutions enables us to provide higher value services and solutions for our clients. Our strategy has resulted in a highly attractive financial profile. We have experienced robust growth. From the year ended December 31, 2018 to the year ended December 31, 2020, our revenue, profit for the year and EBITDA have grown at a CAGR of 54.9%, 50.3% and 60.7%, respectively. In the years ended December 31, 2018, 2019 and 2020, we recorded revenue of S$181.2 million, S$330.3 million and S$434.7 million (US$323.3 million), profit for the year of S$38.1 million, S$73.5 million and S$86.1 million (US$64.0 million) and EBITDA of S$55.4 million, S$108.1 million and S$142.9 million (US$106.0 million), respectively. For the same periods, we recorded net profit margins of 21.0%, 22.2% and 19.8%, respectively, and EBITDA margins of 30.6%, 32.7% and 32.9%, respectively. In the six months ended June 30, 2020 and 2021, we recorded revenue of S$209.3 million and S$251.6 million (US$187.2 million), profit for the period of S$38.5 million and S$44.8 million (US$33.3 million) and EBITDA of S$65.2 million and S$78.2 million (US$58.2 million), respectively. For the same six month periods, we recorded net profit margins of 18.4% and 17.8%, respectively, and EBITDA margins of 31.1% and 31.1%, respectively. We believe our employees and our distinctive corporate culture are key enablers of our success, a core strength and part of our competitive advantage. Our corporate culture is designed to foster a work environment that attracts, develops and retains a highly skilled workforce that can effectively engage in complex customer interactions. We focus on reinforcing a culture that emphasizes a sustainable and collaborative approach while being fully committed to our clients requirements. We strive to ensure that our distinctive culture is incorporated within all the relationships and processes of our organization and fits within our values and goals. We have an international footprint. As of the date of this prospectus, we service our clients customers globally in more than 20 languages. This international footprint is supported by 13,308 employees as of June 30, 2021, who are located in offices in ten geographies: Singapore, the Philippines, Malaysia, Thailand, China, Japan, Spain, India, Colombia and Romania. Our business comprises three key service offerings: (1) omnichannel CX solutions; (2) sales and digital marketing services; and (3) content monitoring and moderation services. We also offer services consisting of miscellaneous activities, such as providing workspaces to existing clients and providing human resource and administration services to clients. We help our clients manage relationships with their customers by providing digital customer experience solutions, such as after-sales service and customer support across ten industry verticals, including travel and hospitality, digital advertising and media and fast-moving consumer goods. Our sales and digital marketing services offering helps our clients market their products and services to potential customers in both the business-to-consumer, or B2C, and the business-to-business, or B2B, markets. Our content Table of Contents Table of Contents monitoring and moderation services offering helps our clients create a safe and secure online environment for social media platforms by providing a human touch to content monitoring and moderation services. Our competitive strengths Digital customer experience solutions provider for high-growth technology disruptors We provide a high value-added service platform to market-leading clients in the new economy sectors and traditional blue-chip clients who are undergoing digital transformation across their organizations. Frost & Sullivan defines the new economy as the high growth industries that are on the cutting edge of digital technology and are the driving forces of economic growth. These industries are seen as an evolution of the existing traditional economy aided by technological advancements and innovation. Our services provide synergies with our clients digital economy value chains and enable our clients to grow and transform their businesses consumer experience. We offer customized and differentiated customer contact solutions and possess the ability to handle complex and mission-critical digital customer experience interactions. These offerings are enhanced by our ability to solve problems for our clients by leveraging customer interaction data analytics to allow our clients to access real-time data which gives them valuable insights on their end-customers, allows them to improve business processes and make more prompt business decisions to resolve problems in a more timely manner. We have leveraged our integrated omnichannel and multimodal solutions to shape user experiences in a world of evolving and proliferating digital communication and technology platforms from traditional channels, such as voice and email, to advanced technology driven channels, ranging from messaging and social media to AI-powered chat bots and in-app interactions. We are also able to synergize our in-house developed technology with third-party technology and platforms to solve operational issues which our clients are facing. We have an international footprint with offices in ten geographies across Asia, Europe and Latin America, which provides us with access to a broad talent pool and equips us with multilingual capabilities to serve a global customer base, including English and key Asian languages, such as Mandarin, Thai, Korean, Malay (Malaysia and Indonesia), Vietnamese and Japanese. Strong focus on human capital development to deliver superior customer experiences We believe the quality of our employees is a key differentiator in winning and retaining business, as well as in delivering a superior customer experience. Through our structured recruitment process and strong emphasis on career development, we strive to attract, develop and retain the industry s high caliber talent who possess deep knowledge of local customs and cultural sensitivities. As of June 30, 2021, we had 13,308 employees of which more than 60% are college or university graduates, including employees with master s degrees and/or doctorates, which helps us handle complex campaigns. Our employees have access to ongoing internally and externally developed supplementary training and certifications in a number of areas, such as COPC, a standard certification, which is a widely recognized standard across the customer experience industry. In the years ended December 31, 2018, 2019 and 2020, our annual voluntary attrition rate, measured by the number of employees that voluntarily left us in a period divided by the average number of employees in such period, was 21.5%, 23.1% and 24.8%, respectively, compared to the industry average of 30% to 34% in the Asia Pacific region, according to Frost & Sullivan. Consistent with our relatively low attrition rates, employee satisfaction surveys have demonstrated a high degree of satisfaction. Our company-wide employee satisfaction scores were at 87%, 91%, 87% and 89% in our annual internal employee engagement surveys in 2018, 2019 and 2020, including most recently in July 2021. We believe that our strong focus on human capital has been critical to our ability to minimize business disruptions and rehiring and training costs, resulting in high service quality for our clients. Table of Contents Our commitment to the development of our people is reflected in the multiple awards we have received, including the Best Companies to Work for In Asia 2020 (both our Thailand and Philippines office), the Top 100 Asia s Best Employer Brands 2019 from Employer Branding Awards (our Malaysia office) from the HR Asia Awards, the Great Place to Learn Certification from the Great Place to Work Institute & SkillsFuture Singapore in 2019 and 2020 (our Singapore office), and Asia s Best Employer Brand Award from the World HRD Congress in 2018 (our Singapore office). Well-positioned to capitalize on positive digital economy trends and increasing demand for our services We believe favorable underlying industry trends continue to fuel the growth of our clients. According to Frost & Sullivan, there are a plethora of internet-based technology offshoots driving the new economy growth, including companies in the e-commerce, digital advertising, fintech, online gaming and sharing economy industries. Driven by fundamental shifts in consumer behavior and increased adoption of internet and mobile usage, the global market sizes of retail e-commerce sales, digital advertising spend, sharing economy and online gaming (by transaction value) are estimated to grow at CAGRs of 14.5%, 15.3%, 18.2% and 9.3% from 2021 through 2025, respectively, as reported by Frost & Sullivan. We believe our clients view their relationship with us as strategically important. New economy clients increasingly seek customized solutions in an evolving digital business services market that is increasingly becoming more complex. We believe the trend will continue as new economy clients rely on us to perform omnichannel CX solutions so that they can maintain their employee-lite, nimble business models, while we provide a service framework that can scale along with their growth. Furthermore, given their relative lack of physical touchpoints with their end-users, new economy clients tend to place a greater emphasis on the quality of customer experience service providers, where we believe we are strongly positioned. Our digital hiring platform, Flash Hire, enables us to remain agile and keep up with the growth of our high-growth clients by allowing us to rapidly identify, evaluate and hire candidates as needed. Attractive client base of some of the largest and most disruptive companies in fast-growing industries and markets along with traditional blue-chip companies which are undergoing digital transformations Our client base consists of some of the leading names in their respective industries, such as Facebook and Airbnb, other fast-growing, new economy companies for which we can scale up projects as they grow, as well as traditional blue-chip companies that rely on us to partner in their digital transformation journey. In the past few years, we have proactively increased our new economy client base, which provides strong growth opportunities for us. As of June 30, 2021, 92.7% of our agents, which are the customer facing employees that work on our campaigns, were staffed on campaigns for new economy clients. We seek to forge partnerships and create long-term relationships with our clients, where they view us as an integral part of their organization through the solutions we offer. By growing and partnering with them over the long term, we have expanded the scope of our services and solutions and have become seamlessly integrated into our clients operations, while helping them deliver on their brand promise. On a combined basis, Facebook and Airbnb accounted for a total of 52.0%, 65.9%, 60.4%, 62.3% and 62.3% of our revenue for the years ended December 31, 2018, 2019 and 2020, and the six months ended June 30, 2020 and 2021, respectively. From January 1, 2018 to June 30, 2021, we have acquired 32 new clients. Our new clients are high-growth, new economy disruptors and traditional blue-chip companies engaged in businesses across multiple jurisdictions. For example, since 2018, we have grown relationships with a global payments platform provider, a leading social network, a leading consumer electronics company, a leading regional e-commerce platform and a leading video game developer. Table of Contents Track record of high-growth financial performance We focus on providing our clients with a differentiated level of service, which we believe enables us to grow our business together with the growth of our clients businesses as well as grow our share of our client s budget. Due to a combination of an increase in the amount of work for existing clients as well as attracting work from new clients, we increased the average number of our agents by 118% from 3,701 for 2018 to 8,070 for 2020. During this period, we have experienced robust growth. From the year ended December 31, 2018 to the year ended December 31, 2020, our revenue, profit for the year and EBITDA have grown at a CAGR of 54.9%, 50.3% and 60.7%, respectively. Our ability to provide a differentiated level of service and higher valued and more sophisticated services, while efficiently increasing the scale of our business has resulted in our net profit margin of 21.0%, 22.2%, 19.8%, 18.4% and 17.8% for the years ended December 31, 2018, 2019 and 2020, and the six months ended June 30, 2020 and 2021, respectively. It also resulted in our EBITDA margin of 30.6%, 32.7%, 32.9%, 31.1% and 31.1% for the years ended December 31, 2018, 2019 and 2020 and the six months ended June 30, 2020 and 2021, respectively. Our EBITDA margin for 2020 is the highest among CX-centric outsourced service providers, according to Frost & Sullivan. We have also managed our growth while maintaining a low debt profile. As of December 31, 2018, 2019 and 2020, we had a total debt to EBITDA ratio of 0.6, 0.3 and 0.3, respectively. We also intend to use a portion of the proceeds from our offering to repay the Credit Suisse Facility, which represents a significant portion of our debt that is outstanding as of the date of this prospectus. Our strong balance sheet, combined with our ability to grow our business and generate cash flows, gives us a strong foundation for focused investments and further business expansion. Dynamic and highly experienced management team We have an experienced, hands-on and savvy management team who combine global expertise with local insights. Our Founder, Executive Chairman and Chief Executive Officer, Mr. Laurent Junique, has over 25 years of industry experience and has won numerous awards, including the Ernst & Young Entrepreneur of the Year in the Outsourced Solutions category for Singapore in 2018. Our management team has an average of over 15 years of relevant industry experience and most of our senior management have worked with us for over five years, which has allowed us to accumulate valuable operational experience and deep vertical expertise, while building and maintaining close relationships with our key clients. Our management team has been a champion in promoting a vibrant and distinctive culture that emphasizes teamwork, a high degree of flexibility, dedication to the client and alignment with client goals. Under the leadership of our management, we have been able to grow our Company from 1,400 employees as of December 31, 2012, the year we commenced servicing new economy clients, to 13,308 employees as of June 30, 2021. Our growth strategy Leverage network effects to expand client coverage and service offerings globally Our growth strategy is to create a significant network in each of our markets so that we can gain local insights, on-the-ground capabilities and operational experience to expand our client coverage and digital offerings. We intend to achieve this through (i) deepening our relationships with our existing clients, (ii) growing our client base and (iii) extending and future-proofing our omnichannel capabilities. We expect the learning and insights from each client will enable us to deepen our expertise in key verticals and further expand our capabilities across service offerings, industries and regions, thereby creating network effects. As we scale and grow our expertise, we expect to penetrate more markets as the impact from our network effects increase. Table of Contents Deepening our relationships with our existing clients Our relationships with our new economy clients offer significant opportunities for growth. As we demonstrate the value that we provide, we are frequently able to expand the scale and scope of our services in a variety of ways and grow our wallet share. With our new economy clients strong business model scalability, we are well-positioned to ride their growth. We also find opportunities to cross-sell different types of digital offerings and use data analytics to provide integrated insight-driven strategies to help clients improve their business outcomes. In the past, clients who have engaged us for our services have been willing to turn over additional and more critical processes to us as we demonstrate our capabilities over time. As we become more intricately knowledgeable of our clients businesses and processes, we find opportunities to expand across the value chain and provide new and increasingly complex digital offerings to them via multiple channels to improve their processes. This in turn encourages client stickiness and is a factor that discourages our clients from turning to other providers. Growing our client base We seek to develop long-term client relationships with new clients, especially with clients who (i) require similarly complex services as our existing clients, (ii) provide opportunities for us to deliver a wider range of capabilities and meaningful impact to their businesses, and (iii) facilitate robust pipeline development and a strong win-rate of new top-tier clients. We use a multifaceted, technology driven strategy to attract new economy clients. Extending and future-proofing our omnichannel capabilities We seek to improve our capabilities through continued investments in digital technology and use of third-party technology. We strive to grow our capabilities in future technologies and channels and to continuously evolve with new technology offerings, such as Internet of Things, or IoT, products, wearables and apps, among other areas. Enhance our human capital and reinforce our distinct corporate culture Our people are critical to our success. Our ability to grow will depend on our ability to continue to attract, train, and retain large numbers of talented individuals. We continue to focus on maintaining a work environment that would make TDCX an employer of choice. We intend to achieve this through various initiatives, including: working with new economy digital disruptor clients that are the companies of the future; utilizing innovative recruiting techniques that will appeal to potential employees including young talent; providing training and development throughout the tenure of an employee s career, such that our employees remain educated and agile to meet our clients evolving requirements; providing compensation with appropriate incentives that rewards employee commitment, resulting in high standards of customer experience and support for our clients; supporting our employees in work from home situations with the technology ecosystem that enables them to remain productive and connected to training opportunities; fostering a healthy work environment where employees work hard but have fun; and having office locations in areas that are accessible and appealing, with office interior designs that are contemporary, collaborative and inspiring. We believe that maintaining a vibrant and distinctive culture is critical to growing our business. Table of Contents Prudent expansion into new geographic markets We have a wide footprint of delivery centers in a number of locations across Asia, Europe and Latin America to serve domestic, regional and global markets and we plan to expand our coverage. As of the date of this prospectus, we had offices in a total of ten geographies, including newly opened offices in Beijing in 2017; Barcelona in 2018; Cebu and Yokohama in 2019; Bogota, Hyderabad and Shanghai in 2020 and Bucharest in 2021. The expansion into new locations was driven by our strategy of growing to meet the needs of our existing clients, such as our clients expanding into new markets or seeking to replace their existing service providers. Since adding offices in these locations, we have also added new clients based in these countries, as well as internationally who have been attracted by our increased geographical capacities. We intend to continue to expand our footprint prudently, but rapidly, to ensure we can meet the evolving needs of our clients, including processes requiring multi-jurisdictional and multi-lingual capabilities, and better position ourselves to win new engagements from our existing clients and attract new clients. In addition to expansion in recently entered markets, we have identified Korea and other Chinese regional markets where we do not currently operate as potential new markets for entry. In 2020, we established a new office in Hyderabad, India as an entry point to the Indian market and to serve as our hub for digital innovation and the global English market, established an office in Bogota, Colombia as an initial office marking our entrance into the Latin America market, and grew our China presence by establishing an office in Shanghai. We established an office in Romania in 2021 to address other opportunities, and we expect it to begin operations in the second half of 2021. We also intend to open an office in the Republic of Korea by 2022. Key location criteria for setting up new offices include (i) the ability to tap a wide talent pool that has the desired skills to better cater to client requirements, (ii) minimal time zone difference with, and proximity to, existing and potential clients, and (iii) cost competitiveness. Maintain operational efficiencies through streamlined operations We strive to be a productive and efficient operator. For example, we utilize digital recruiting techniques, such as our Flash Hire platform, to minimize recruiting costs and improve candidate selection accuracy. We are also adept at educating and developing our employees, through our Flash Learn platform of online courses and learning opportunities, which is a fast and flexible way to train our workforce across multiple geographies. Our innovative digital operating platform, Flash, which we had implemented prior to the COVID-19 pandemic, has enabled us to continue to implement our growth strategy in new markets despite social distancing restrictions on in-person meetings and training sessions. We have business excellence teams that review our standard operating procedures, design customer interaction playbooks and gather and implement best practices across the organization. Larger campaigns also have campaign-specific materials developed to meet specific client needs. In addition, insights gained through our data analytics capabilities also help us optimize staffing levels, track key performance indicators and employee engagement, and enhance workforce management to realize operational efficiencies. As we grow in scale, we intend to further centralize our procurement processes for our infrastructure, technology, telecommunication equipment and professional services in order to lower costs and streamline supplier relationships. Prudent strategic acquisitions and opportunistic partnerships We plan to continue to expand our capabilities globally as well as across industry verticals and service offerings. While we expect this will primarily occur through organic growth, from time to time, we expect to selectively evaluate strategic partnerships, alliances and acquisitions to develop or acquire: new clients within our existing client verticals, with minimal overlap with existing clients; Table of Contents new client verticals with high growth potential, such as industries where demand exceeds our ability to scale our business organically and other industries such as in financial technology, digital marketing and gaming; new language capabilities to enter into new, large and diverse markets such as Europe and Latin America; and new operational capabilities which can improve our efficiencies and complement our existing offerings, including the ability to introduce new offerings. We believe that our strong balance sheet combined with our ability to grow our business and generate cash flows gives us a strong foundation for focused investments and further business expansion. The chart below sets out our corporate structure as of the date of this prospectus. (1) Effective ownership (voting powers). (2) Dormant entity. Risks Related to Our Business and Industry Below are certain risks associated with our business and industry. These risks are described in the section titled Risk Factors . These risks include the following: Our largest clients account for a significant portion of our total revenue and any loss of a large portion of business from any of those large clients could have a material adverse effect on our business, financial condition and results of operations; Our failure to successfully implement our business strategy and global, growth-oriented business model and sustain our growth rate and financial performance could harm our business; Table of Contents We operate in a highly competitive environment, and any failure to compete effectively against current and future competitors could adversely affect our revenue and profitability; Our profitability will suffer if we are not able to maintain our pricing, control costs or continue to grow our business through higher value campaigns; Effects of the novel coronavirus (COVID-19) as well as any other health pandemics on our and our clients business and operations could adversely affect our financial results; Our success depends on the continued service of our Founder and certain of our key employees and management; We may fail to attract and retain enough highly trained employees to support our operations; A substantial portion of our operations and investments are located in Southeast Asia and we are therefore exposed to various risks inherent in operating and investing in the region; Our key clients have significant leverage over our contractual terms and may terminate such contracts on short notice or require us to accept contractual terms that are more favorable to them; Spending on omnichannel CX solutions by our clients and prospective clients is subject to fluctuations depending on many factors, including both the economic and regulatory environments in the markets in which they operate; Increases in employee salaries and benefits expenses as well as changes to labor laws could affect our business; We may be involved in disputes, legal, regulatory, and other proceedings arising out of our business operations, and may incur costs arising therefrom and may be affected by negative publicity which may have an adverse impact on our reputation and goodwill; We may enter into contracts with significant fixed price elements or solely fixed price contracts with our clients and any failure to accurately price these arrangements may affect our profitability; If our services do not comply with the service level and performance requirements required by our clients or we are in breach of our obligations under our contracts with our clients, it may result in reduced payments or the termination of our client agreements; We are subject to risks associated with operating in the rapidly evolving new economy sectors; We and our clients are subject to privacy, data protection and information security laws in the jurisdictions in which we and our clients operate; and Our inability to protect our systems and data from continually evolving cybersecurity risks or other technological risks could affect our reputation among our clients and their customers and may expose us to liability. Corporate Information We were incorporated in the Cayman Islands on April 16, 2020 as TDCX Capital Pte Ltd and subsequently changed our name to TDCX Inc. on January 29, 2021. Our registered office in the Cayman Islands is at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our principal executive office is at 750D Chai Chee Road, #06-01/06 ESR BizPark @ Chai Chee, Singapore, Singapore 469004. Our telephone number at this location is +65 6309 1688. Our principal website address is www.tdcx.com. The information contained on our website does not form part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168. Table of Contents Because we are incorporated under the laws of the Cayman Islands, you may encounter difficulty protecting your interests as shareholder, and your ability to protect your rights through the U.S. federal court system may be limited. Please refer to the sections entitled Risk Factors and Enforceability of Civil Liabilities for more information. Implications of Being a Controlled Company Upon the completion of this offering, Mr. Laurent Junique, our Founder, Executive Chairman and Chief Executive Officer, will be the beneficial owner of an aggregate of 123,500,000 Class B ordinary shares, which will represent 86.8% of the then total issued and outstanding ordinary shares and 98.5% of the total voting power of our outstanding ordinary shares (or 85.1% of the then total issued and outstanding ordinary shares and 98.3% of the total voting power of our issued and outstanding ordinary shares if the underwriters exercise their option to purchase additional ADSs in full). As a result, we will remain a controlled company within the meaning of the NYSE listing rules and therefore we are eligible for, and, in the event we no longer qualify as a foreign private issuer, we intend to rely on, certain exemptions from the corporate governance listing requirements of the NYSE. Implications of Being an Emerging Growth Company As a company with less than US$1.07 billion in revenue during our last fiscal year, we qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include: being permitted to provide only two years of selected financial information (rather than five years) and only two years of audited financial statements (rather than three years), in addition to any required unaudited interim financial statements, with correspondingly reduced Management s Discussion and Analysis of Financial Condition and Results of Operations disclosure; and an exemption from compliance with the auditor attestation requirement of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, on the effectiveness of our internal control over financial reporting. We may take advantage of these reporting exemptions until we are no longer an emerging growth company. We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year in which the fifth anniversary of the completion of this offering occurs, (2) the last day of the fiscal year in which we have total annual gross revenue of at least US$1.07 billion, (3) the date on which we are deemed to be a large accelerated filer under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which means the market value of our ordinary shares that is held by non-affiliates exceeds US$700.0 million as of the prior June 30, and (4) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year period. We may choose to take advantage of some, but not all, of the available exemptions. We have included three years of selected financial data in this prospectus in reliance on the first exemption described above. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. Implications of Being a Foreign Private Issuer Upon completion of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; Table of Contents the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission, or the SEC, of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither emerging growth companies nor foreign private issuers. In addition, as a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance listing requirements of the NYSE. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements of the NYSE. Following this offering, we will rely on home country practice to be exempted from certain of the corporate governance requirements of the NYSE, such that a majority of the directors on our board of directors are not required to be independent directors, our audit committee is not required to have a minimum of three members, and neither our compensation committee nor our nominating and corporate governance committee is required to be comprised entirely of independent directors. Table of Contents The Offering Offering price We currently estimate that the initial public offering price will be between US$16.00 and US$18.00 per ADS. ADSs offered by us 18,772,000 ADSs (or 21,587,800 ADSs if the underwriters exercise the over-allotment option in full). ADSs outstanding immediately after this offering 18,772,000 ADSs (or 21,587,800 ADSs if the underwriters exercise the over-allotment option in full). Ordinary shares issued and outstanding immediately after this offering (includes Class A ordinary shares represented by ADSs) 142,272,000 ordinary shares (or 145,087,800 ordinary shares if the underwriters exercise the over-allotment option in full), comprising 18,772,000 Class A ordinary shares (or 21,587,800 Class A ordinary shares if the underwriters exercise the over-allotment option in full) and 123,500,000 Class B ordinary shares. Class B ordinary shares issued and outstanding immediately after the completion of the offering will represent 86.8% of our total issued and outstanding ordinary shares and 98.5% of the then total voting power (or 85.1% of our total issued and outstanding ordinary shares and 98.3% of the then total voting power if the underwriters exercise the over-allotment option in full). The ADSs Each ADS represents one Class A ordinary share. The depositary or its nominee will hold Class A ordinary shares underlying your ADSs. You will have rights as provided in the deposit agreement among us, the depositary and holders and beneficial owners of ADSs from time to time. We do not expect to pay dividends in the foreseeable future. If, however, we declare dividends on our Class A ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our Class A ordinary shares after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement. You may surrender your ADSs to the depositary in exchange for Class A ordinary shares in accordance with the terms of the deposit agreement. The depositary will charge you fees for any exchange. We may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended. Table of Contents To better understand the terms of the ADSs, you should carefully read the Description of American Depositary Shares section of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus. Ordinary shares Our ordinary shares will consist of Class A ordinary shares and Class B ordinary shares immediately prior to the completion of this offering. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote; each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary share by a shareholder to any person who is not an affiliate of such shareholder, or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not an affiliate of the registered shareholder of such Class B ordinary share, such Class B ordinary share will automatically and immediately convert into one Class A ordinary share. Each of our Class B ordinary shares is convertible into one Class A ordinary share at any time and will convert automatically upon the earlier of (i) the date that is 15 years from the date of effectiveness of the registration statement of which this prospectus forms a part or (ii) nine months after the death or permanent disability of Mr. Junique. For a description of Class A ordinary shares and Class B ordinary shares, see Description of Share Capital. Over-allotment option We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of 2,815,800 additional ADSs at the initial public offering price, less underwriting discounts and commissions, solely for the purpose of covering over-allotments. Use of proceeds We expect that we will receive net proceeds from this offering of approximately US$294.5 million, or approximately US$339.0 million if the underwriters exercise their option to purchase 2,815,800 additional ADSs from us in full, assuming an initial public offering price of US$17.00 per ADS, the mid-point of the estimated range of the initial public offering price set forth on the cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We plan to use the net proceeds of this offering as follows: to repay the total outstanding principal amount of US$188.0 million and accrued and unpaid interest and premium, if any, under the Credit Suisse Facility, and the remainder to enable us to expand our business into new markets, which would include costs for premises, technology and systems and other infrastructure as well as for hiring of personnel Table of Contents and other expansion related expenses, and for general corporate purposes, including working capital needs and potential acquisitions. Conflict of Interest Because an affiliate of Credit Suisse Securities (USA) LLC, which is an underwriter in this offering, is the lender under the Credit Suisse Facility and will receive 5% or more of the net proceeds from this offering due to the repayment of the Credit Suisse Facility, Credit Suisse Securities (USA) LLC is deemed to have a conflict of interest within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc., or FINRA. Therefore, this offering will be conducted in accordance with FINRA Rule 5121, which requires, among other things, that a qualified independent underwriter has participated in the preparation of, and has exercised the usual standards of due diligence with respect to, this prospectus and the registration statement of which this prospectus forms a part. Goldman Sachs & Co. LLC has agreed to act as qualified independent underwriter for the offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 of the Securities Act. We have agreed to indemnify Goldman Sachs & Co. LLC against liabilities incurred in connection with acting as qualified independent underwriter, including liabilities under the Securities Act. See Use of Proceeds and Underwriting Conflict of Interest. Dividend policy We do not intend to pay any dividends on our ordinary shares or ADSs for the foreseeable future. Instead, we anticipate that all of our earnings, if any, will be used for the operation and growth of our business. See Dividends and Dividend Policy for more information. Lock-up We and each of our directors, executive officers and Principal Shareholder have agreed, subject to certain exceptions, for a period of 180 days after the date of this prospectus, not to, except in connection with this offering, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs or ordinary shares or any other securities so owned convertible into or exercisable or exchangeable for ADSs or ordinary shares, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the ADSs or ordinary shares. See Shares Eligible for Future Sale and Underwriting Conflict of Interest. Indications of Interest Certain affiliates and other persons and entities associated with our Founder and certain of our directors and officers have indicated interests in purchasing an aggregate amount not to exceed 2% of the ADSs being offered in this offering at the initial public offering price and on the same terms as the other ADSs being offered. Such indications of interests are not binding agreements or obligations to purchase, and we and the underwriters are under no obligations to sell any ADSs to such persons. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001805387_cerevel_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001805387_cerevel_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6fd1b31a26ec10bc1fd1e216e073634da63e7929
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001805387_cerevel_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001810739_radius_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001810739_radius_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0bcfbd2c98726d4cb2dcaea1842bd3250b6102ee
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001810739_radius_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our securities. Before making an investment decision regarding our securities, you should read this entire prospectus carefully, including Risk Factors , Cautionary Note Regarding Forward-Looking Statements , Management s Discussion and Analysis of Financial Condition and Results of Operation and the financial statements and related notes appearing elsewhere in this prospectus. Our Business Through our ownership of the APW Group, we are one of the largest international aggregators of rental streams underlying wireless sites through the acquisition of wireless telecom real property interests and contractual rights. We purchase, primarily for a lump sum, the right to receive future rental payments generated pursuant to an existing ground lease or rooftop lease (and any subsequent lease or extension or amendment thereof) between a property owner and an owner of a wireless tower or antennae (each such lease, a Tenant Lease ). Typically, we acquire the rental streams by way of a purchase of a real property interest in the land underlying the wireless tower or antennae, most commonly easements, usufructs, leasehold and sub-leasehold interests, or fee simple interests, each of which provides us with the right to receive all communications rents relating to the property, including the rents from the Tenant Lease. In addition, we purchase contractual interests, such as an assignment of rents, either in conjunction with the property interest or as a stand-alone right. The APW Group was established as a U.S. cell site lease aggregator in 2010 and made its first foreign lease investment in November of 2011. Since that time, it has entered into, and holds assets in, a total of 18 jurisdictions in addition to the U.S. We believe that the APW Group was a first mover in many of these jurisdictions until its market entry, no other parties were engaged in the systematic aggregation of cell site leases in any kind of scale. As of March 31, 2021 and December 31, 2020, we had interests in 7,435 and 7,189 leases that generate rents for us, respectively. These leases related to properties that were situated on 5,627 and 5,427 different communications sites, respectively, throughout the United States and 18 other countries. Revenue was $22.2 million for the three months ended March 31, 2021 and $62.9 million and $6.8 million for the Successor period from February 10 to December 31, 2020 and the Predecessor period from January 1 to February 9, 2020, respectively. As of March 31, 2021 and December 31, 2020, annualized contractual revenue from the rents expected to be collected on the leases we had in place at that time (the annualized in-place rents ) from the APW Group assets was approximately $90.6 million and $84.1 million, respectively. For a definition of annualized in-place rents and a comparison to the most directly comparable financial measure recorded in accordance with generally accepted accounting principles in the U.S. ( GAAP ), revenue, see Management s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures . We believe that our business model and the nature of our assets provides us with stable, predictable and growing cash flow. First, we seek to acquire real property interests and rental streams subject to triple net or effectively triple net lease arrangements, whereby all taxes, utilities, maintenance costs and insurance are the responsibility of either the owner of the tower or antennae or the property owner. Furthermore, Tenant Leases contain contractual rent increase clauses, or rent escalators , calculated either as a fixed rate, typically between 2% and 3%, or tied to a consumer price index ( CPI ), or subject to open market valuation ( OMV ). As of December 31, 2020, approximately 99% of our Tenant Leases had contractual rent escalators; approximately 69% (as a percentage of revenue for the year ended December 31, 2020) and 73% (as a percentage of annualized in-place rents as of December 31, 2020) of our Tenant Lease contractual rent escalators were either tied to a local Table of Contents The information in this preliminary prospectus is not complete and may be changed. Neither we nor the Selling Stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated June 10, 2021 16,674,201 Shares of Class A Common Stock 26,493,886 Shares of Class A Common Stock Offered by the Selling Stockholders This prospectus relates to (i) the issuance by Radius Global Infrastructure, Inc., a Delaware corporation (the Company, Radius, we, or us ), of up to 16,674,201 shares (the Warrant Shares ) of our Class A common stock, par value $0.0001 per share ( Class A Common Stock ), upon exercise of outstanding warrants to purchase shares of Class A Common Stock ( Class A Shares ) at an exercise price of $11.50 per share (the Warrants ), and (ii) the offer and sale, from time to time, by the selling stockholders identified in this prospectus (the Selling Stockholders ), of up to: (a) 14,336,918 Class A Shares issued pursuant to subscription agreements with certain investors, dated as of May 11, 2021 (the PIPE Shares ); (b) 2,036,298 Class A Shares issued pursuant to a stock dividend payment declared on February 1, 2021 and paid on February 4, 2021 (the Dividend Shares ); (c) 120,670 Class A Shares issued on June 3, 2021 in connection with our acquisition of a wireless infrastructure development company (the Acquisition Shares ); and (d) 10,000,000 Class A Shares issued in the Domestication (as defined under Prospectus Summary Company History and Corporate Information ) (the Centerbridge Shares and together with the PIPE Shares, the Dividend Shares, and the Acquisition Shares, the Resale Shares ). We will not receive any proceeds from the resale by the Selling Stockholders of the Resale Shares pursuant to this prospectus, but will receive proceeds from the exercise of the Warrants. We will pay the expenses, other than underwriting discounts and commissions, associated with the sale of securities pursuant to this prospectus. The registration of the securities covered by this prospectus does not mean that either we or the Selling Stockholders will issue, offer or sell, as applicable, any of such securities. The Selling Stockholders may offer and sell the Resale Shares in a number of different ways and at varying prices. See the section of this prospectus entitled Plan of Distribution for additional information. Our Class A Common Stock is listed on the Nasdaq Global Market under the symbol RADI . On June 9, 2021, the last reported sale price of our Class A Common Stock as reported on the Nasdaq Global Market was $15.70 per share. We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 and have elected to comply with reduced disclosure requirements for this prospectus and our public company filings. Investing in our Class A Common Stock involves risks. See Risk Factors beginning on page 8. You should carefully consider these risk factors, as well as other information contained in this prospectus, before you invest. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2021. Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements in this prospectus constitute forward-looking statements that do not directly or exclusively relate to historical facts, and which may concern our possible or assumed future results of operations, including descriptions of our business strategy. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms targets , believes , estimates , anticipates , expects , intends , may , will , should or, in each case, their negative or other variations or comparable terminology. Any forward-looking statements contained in this prospectus are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. These forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to: the extent that wireless carriers or tower companies consolidate their operations, exit the wireless communications business or share site infrastructure to a significant degree; the extent that new technologies reduce demand for wireless infrastructure; competition for assets; whether the Tenant Leases for the wireless communication tower or antennae located on our real property interests are renewed with similar rates or at all; the extent of unexpected lease cancellations, given that substantially all of the Tenant Leases associated with our assets may be terminated upon limited notice by the wireless carrier or tower company and unexpected lease cancellations could materially impact cash flow from operations; economic, political, cultural and other risks to our operations outside the U.S., including risks associated with fluctuations in foreign currency exchange rates and local inflation rates; the effect of foreign currency exchange rates; the effect of the Electronic Communications Code enacted in the United Kingdom, which may limit the amount of lease income we generate in the United Kingdom; the extent that we continue to grow at an accelerated rate, which may prevent us from achieving profitability or positive cash flow for the foreseeable future, particularly given the APW Group s history of net losses and negative net cash flow; the fact that we have incurred a significant amount of debt and may in the future incur additional indebtedness; the extent that the terms of our debt agreements limit our flexibility in operating our business; the ongoing COVID-19 pandemic and the response thereto; the extent that unfavorable capital markets environments impair our growth strategy, which requires access to new capital; the adverse effect that increased market interest rates may have on our interest costs, the value of our assets and on the growth of our business; the adverse effect that perceived health risks from radio frequency energy may have on the demand for wireless communication services; our ability to protect and enforce our real property interests in, or contractual rights to, the revenue streams generated by leases on our communications sites; Table of Contents CPI or subject to OMV, and the remainder were fixed escalators. In addition, the APW Group has historically experienced low annual churn as a percentage of revenue, ranging from 1% to 2% during the fiscal years ended December 31, 2020 and 2019, primarily due to the significant network challenges and expenses incurred by owners of wireless communications towers and antennae in connection with the relocation of these infrastructure assets to alternative sites. Finally, we seek to obtain the ability to negotiate amendments and renewals of our Tenant Leases, thereby providing us with additional recurring revenue and one-time fees. Our Strategy We seek to continually expand our business by primarily implementing organic growth strategies, including: expanding into different geographies, asset classes and technologies; continued acquisition of real estate interests and contractual rights (as well as other revenue streams) in wireless communications sites and other communications infrastructure (as well as through annual rent escalators, the addition of new tenants and/or lease modifications); and developing a portfolio of infrastructure assets including through acquisition or build to suit. We intend to achieve these objectives by executing the following strategies: Grow Through Additional Acquisitions. We intend to pursue acquisitions of real property interests and contractual rights underlying wireless communications cell sites, utilizing the expertise of our management and our proven, proprietary underwriting process to identify and assess potential acquisitions. When acquiring real property interests and contractual rights, we aim to target communications infrastructure locations that are essential to the ongoing operations and profitability of the respective tenants, which we expect will result in continued high tenant occupancy and cash flow stability. We have established a local presence in high opportunity countries in order to expand our operating jurisdictions. In addition, we can utilize our advanced acquisition expertise to pursue acquisitions and investments in either single assets or portfolios of assets. Increase Cash Flow Without Additional Capital Investment. We seek to organically grow our cash flow on our existing portfolio without additional capital investment through (i) contractual rent escalations, (ii) lease renewals, at higher rates, with existing tenants, (iii) rent increases based on equipment, technology or site modification upgrades at our infrastructure locations and (iv) the addition of new tenants to existing locations. Leverage Existing Platform to Expand our Business into the Broader Communications Infrastructure. We intend to explore other potential areas of growth within the communications infrastructure market segment that have similar characteristics to our core Tenant Lease (i.e., an existing ground lease or rooftop lease between a property owner and an owner of a wireless tower or antennae) business and plan to explore expansion into other existing rental streams underlying critical communications infrastructure. Areas of expansion may include investing in Tenant Leases underneath (i) mobile switching centers, which are telephone exchanges that make the connection between mobile users within networks, from mobile users to the public switched telephone network, and from mobile users to other mobile networks, (ii) data centers, which are large groups of networked computer servers typically used by organizations for remote storage, processing or distribution of large amounts of data that are typically located in a stand-alone building and (iii) distributed antenna system (DAS) networks, which are a way to address isolated spots of poor coverage in large buildings or facilities (such as hospitals or transportation hubs) by installing networks of small antennae to serve as repeaters. Explore Expansion Opportunities into Digital Infrastructure Assets. As part of our expansion strategy, we intend to explore opportunities to develop other digital infrastructure assets, including build-to-suit opportunities where we would be contracted to build communications infrastructure (such as wireless towers) and lease such equipment to tenants on a long-term basis. Cell:cm Chartered Surveyors, which is a wholly owned subsidiary within the APW Group, already offers building consultancy services including architecture and design, building and roof maintenance, building surveys and development, and project monitoring. Table of Contents the loss, consolidation or financial instability of any of our limited number of customers; our ability to pay dividends, including dividends we may be required to pay on our Class A Common Stock, or satisfy our financial obligations; whether we are required to issue additional Class A Shares pursuant to the terms of the Series A Founder Preferred Stock or the APW OpCo LLC Agreement or upon the exercise of the Warrants or options to acquire Class A Shares, which would dilute the interests of holders of our Class A Common Stock; the possibility that securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our securities adversely; and the other risks and uncertainties described under Risk Factors . Any capitalized terms not otherwise defined above have been defined elsewhere in this prospectus. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included elsewhere in this prospectus. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We do not undertake any obligation to publicly update or review any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this prospectus that could cause actual results to differ before making an investment decision with respect to our securities. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. INDUSTRY AND MARKET DATA We obtained certain market and industry data included in this prospectus from third-party sources. Market and industry estimates are based on information in independent industry publications and research, government publications and research, and third-party forecasts as well as our own internal assumptions and expectations about our markets. Where third-party information has been used in this prospectus, the source of such information has been identified. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe the industry and market data to be reliable as of the date of this prospectus, this information could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein. While we believe our internal assumptions and estimates are reasonable and the definitions of our market and industry are appropriate, neither this research nor these definitions have been verified by any independent source. Further, while we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings Cautionary Note Regarding Forward-Looking Statements and Risk Factors in this prospectus, that could cause results to differ materially from those expressed in the estimates made by the third parties and by us. Table of Contents Recent Developments PIPE Offering. On May 11, 2021, we entered into subscription agreements (the PIPE Subscription Agreements ) to issue and sell an aggregate of 14,336,918 Class A Shares to certain institutional investors (the PIPE Investors ) at a purchase price of $13.95 per Class A Share, for gross proceeds of $200.0 million (the PIPE ). The closing of the PIPE occurred on May 14, 2021. Total net offering proceeds to us were approximately $190.0 million after deducting placement agent fees and offering expenses. Summary of Risk Factors Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, liquidity, results of operations and prospects. These risks are discussed more fully in Risk Factors . These risks include, but are not limited to, the following: Risks Relating to our Industry If the wireless carriers or tower companies consolidate their operations, exit the wireless communications business or share site infrastructure to a significant degree, our business and profitability could be materially and adversely affected; and New technologies may significantly reduce demand for wireless infrastructure and therefore negatively impact our revenue and future growth. Risks Relating to our Business We may become involved in expensive litigation or other contentious legal proceedings relating to our real property interests and contractual rights, the outcome of which is unpredictable and could require us to change our business model in certain jurisdictions or exit certain markets altogether; Competition for assets could adversely affect our ability to achieve our anticipated growth; If the Tenant Leases for the wireless communication tower or antennae located on our real property interests are not renewed with similar rates or at all, our future revenue may be materially affected; Substantially all of the Tenant Leases associated with our assets may be terminated upon limited notice by the wireless carrier or tower company, and unexpected lease cancellations could materially impact cash flow from operations; and The ongoing COVID-19 pandemic could have a material adverse effect on our results of operations and financial condition. Risks Relating to our Financial Performance or General Economic Conditions We have a history of net losses and negative net cash flow; if we continue to grow at an accelerated rate, we may be unable to achieve profitability or positive cash flow for the foreseeable future; We have incurred a significant amount of debt and may in the future incur additional indebtedness. Our payment obligations under such indebtedness may, in the longer term, limit the funds available to us; and Our growth strategy requires access to new capital, which could be impaired by unfavorable capital markets. Table of Contents Risks Relating to Laws and Regulation The Electronic Communications Code enacted in the United Kingdom may limit the amount of lease income we generate in the United Kingdom, which would have a material adverse effect on our results of operations and financial condition. Risks relating to the APW Acquisition We may have limited redress in respect of claims for breach of the warranties, covenants, and other provisions under the agreement pursuant to which we acquired the APW Group. Risks Relating to our Securities and this Offering We have been, and may in the future, be required to issue additional Class A Shares pursuant to the terms of the Series A Founder Preferred Stock, and such additional issuances may dilute your interests in Class A Common Stock; We will be required to issue additional Class A Shares upon the exercise of outstanding warrants to purchase Class A Shares or options, which may dilute your interests in Class A Common Stock; If you purchase Warrant Shares in this offering, you will incur immediate and substantial dilution in the book value of your shares; and Future sales of substantial amounts of our securities, or the perception that such sales could occur, may have an adverse effect on the price of our securities. General Risk Factors The market price of our securities may fluctuate significantly, and such volatility could adversely affect your investment in our securities. Any capitalized terms not otherwise defined above have been defined elsewhere in this prospectus. Implications of Being an Emerging Growth Company and a Smaller Reporting Company We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). We will remain an emerging growth company until the earlier of (a) the last day of the fiscal year (i) following October 2, 2025, (ii) in which we have total annual gross revenue of at least $1.07 billion or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30 and (b) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References in this prospectus to emerging growth company have the meaning ascribed to such term in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements and other burdens that are otherwise applicable generally to public companies. These provisions include, but are not limited to: not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the Sarbanes-Oxley Act ); an exemption from compliance with any requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotations; reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and exemptions from the requirement to hold a nonbinding advisory vote on executive compensation and to obtain stockholder approval of any golden parachute payments not previously approved. Table of Contents We have elected to opt out of the extended transition period available to emerging growth companies for complying with new or revised accounting standards under Section 107(b) of the JOBS Act, which election is irrevocable. As a result, we will adopt new or revised accounting standards on the same timeline as other public companies. We may use these provisions until such time as we cease to be an emerging growth company. We are also a smaller reporting company and will remain a smaller reporting company while we have determined that either (i) the market value of our stock held by non-affiliates was less than $250 million as of the last business day of our most recently completed second fiscal quarter or (ii) our annual revenue was less than $100 million during our most recently completed fiscal year and the market value of our stock held by non-affiliates was less than $700 million as of the last business day of our most recently completed second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies, including many of the same exemptions from disclosure requirements as those that are available to emerging growth companies, such as reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements. For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies. Company History and Corporate Information We are a holding company with no material assets other than cash and our limited liability company interests in the APW Group. We were incorporated under the laws of the British Virgin Islands on November 1, 2017, initially as Landscape, which was formed to undertake an acquisition of a target company or business. On November 20, 2017, the ordinary shares (the Ordinary Shares ) and warrants to purchase Ordinary Shares (the Ordinary Share Warrants ) of Landscape were admitted to listing on the London Stock Exchange (the LSE ), and Landscape raised approximately $500 million before expenses through its initial placement of 48,400,000 Ordinary Shares and the Ordinary Share Warrants on November 20, 2017 and a private subscription by Noam Gottesman and Michael D. Fascitelli for preferred shares. On the Acquisition Closing Date, Landscape completed the acquisition of the APW Group from Associated Partners, L.P. ( Associated Partners ), and was renamed Digital Landscape Group, Inc. On October 2, 2020, we effected a discontinuance under Section 184 of the BVI Business Companies Act, 2004, as amended (the Companies Act ), and a domestication under Section 388 of the General Corporation Law of the State of Delaware, pursuant to which we changed our jurisdiction of incorporation from the British Virgin Islands to the State of Delaware (the Domestication ). Effective upon the Domestication, we were renamed Radius Global Infrastructure, Inc. On October 2, 2020, in connection with the Domestication, we delisted our Ordinary Shares and Ordinary Share Warrants from trading on the LSE and on October 5, 2020, our Class A Common Stock began trading on the Nasdaq Global Market ( Nasdaq ) under the symbol RADI . For more information relating to the APW Acquisition, see Management s Discussion and Analysis of Financial Condition and Results of Operations APW Acquisition . Our principal executive office is located at 660 Madison Avenue, Suite 1435, New York, New York 10065. Our telephone number is (212) 301-2800. We maintain a website at www.radiusglobal.com. We do not incorporate the information contained on, or accessible through, our website into this prospectus, and you should not consider it a part of this prospectus. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001815436_advanced_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001815436_advanced_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..126fa271fbe69c401f4457112f7775d7b81f0d42
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001815436_advanced_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1 THE OFFERING 16 SUMMARY FINANCIAL DATA 18 RISK FACTORS 20 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 38 USE OF PROCEEDS 39 DIVIDENED POLICY 39 CAPITALIZATION AND INDEBTEDNESS 40 DILUTION 41 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 43 BUSINESS 54 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 74 EXECUTIVE COMPENSATION 81 PRINCIPAL SHAREHOLDERS 87 RELATED PARTY TRANSACTIONS 88 DESCRIPTION OF SHARE CAPITAL AND GOVERNING DOCUMENTS 89 DESCRIPTION OF SECURITIES IN THIS OFFERING 96 SHARES AND AMERICAN DEPOSITARY SHARES ELIGIBLE FOR FUTURE SALE 104 MATERIAL UNITED STATES FEDERAL INCOME TAX AND AUSTRALIAN TAX CONSEQUENCES TO U.S. HOLDERS 105 UNDERWRITING 114 EXPENSES RELATING TO THIS OFFERING 120 LEGAL MATTERS 120 EXPERTS 120 SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES 120 WHERE YOU CAN FIND ADDITIONAL INFORMATION 121 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We and the underwriter have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. We have not taken any action to permit a public offering of the Units outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the Units and the distribution of the prospectus outside the United States. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. We are incorporated under the laws of the Commonwealth of Australia and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the SEC, we are currently eligible for treatment as a "foreign private issuer," or FPI. As an FPI, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act. ii PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in the Units, discussed under "Risk Factors," before deciding whether to buy the Units. Overview We have developed and patented a proprietary measurement/dimensioning technology that enables a User to check, track, and accurately assess their body dimensions privately using only a smartphone. We refer to this physical measurement and analytics tool as "BodyScan." We have global customers/partners ("Partners") who utilize our technology through a Software Development Kits ("SDKs"). Our global Partners have substantial audiences that they address, and from those underlying audiences, individual User ("User(s)") will sign up for, or be given access to, the Partners software programs/apps that embed our technology components. Our global Partners currently include companies within the following sectors: (i) mobile health ("mHealth"), Telehealth, and Wellness; (ii) Life and Health Insurance; (iii) Fitness; and (iv) Consumer and Apparel. Our patented technology allows our Partners to supply to individual Users, via our automated technology, the ability to take a series of images of themselves using a smartphone, which delivers accurate and repeatable measurements across an individual s entire body. These measurements allow the individual to understand his/her dimensions and the physical changes that they are undergoing through diet, exercise and lifestyle modification. Further, the images that we capture also provide the individuals with an understanding of their potential health risks related to certain chronic diseases (including obesity and diabetes) and using the global standards measurements set by the World Health Organization ("WHO"), and the International Diabetes Federation ("IDF"). Once the image capture sequence is completed, it supplies those measurements to the Partner s application, whose contract with the User then determines the manner in which it analyzes/reports the data and/or the potential health risk to the User. We are working towards globalizing our technology in order to assist individuals, communities and populations live healthier lives. The above images illustrate the BodyScan capture process. 1 Recent technology advances have provided opportunities for complex mathematical problems to be solved directly on a User s smartphone, rather than limiting that computation to the Cloud. Modern devices produced by companies such as Apple, Samsung and Google now have AI-focused chipsets utilizing platforms such as CoreML and Tensorflow to process data at lightning speeds. We see the opportunity to harness these ongoing technology improvements to lower latency, increase security and privacy, improve reliability and reduce operational costs of our core services. Our overarching technology strategy has been to take advantage of this hardware-accelerated performance, specifically by utilizing on-device general purpose Graphic Processing Units ("GPU") found on today s modern devices. In Cloud-based systems, data transfer/retention is a potential impediment. Data must be sent to, and then processed in, the Cloud, thus adding additional latency and disclosure risk to the overall process. On-device computing eliminates the necessity of a roundtrip to the Cloud and permits near zero-latency. This process greatly improves User experience and allows for near real-time interaction with the service. Running directly on-device additionally negates the side-effects of Cloud-based interference. In areas where connectivity is sub-optimal, such as rural areas, having analytic models on-device means that processing results can be generated locally, quickly and securely. As sensitive data does not need to be sent or maintained in the Cloud, there are fewer opportunities to exploit any potential vulnerabilities, thereby providing increased security and privacy for Users. This security is critically important in a world where data sovereignty, residency, and retention are a major concern for Users and under increased protective global legislation. By focusing on leveraging the estimated 3.7 billion devices capable of running AI inference and analysis on-device, we are able to slash the costs associated with Cloud-based analytics and inference, bandwidth and retention/storage concerns. As our user base scales, implementing machine learning on-device will mitigate the expense of expertise and time needed to implement and maintain a Cloud-based solution. We deliver a non-invasive, highly accurate and privacy-sensitive healthcare and biometric solutions that generate results to the User within seconds. We leverage machine-learning and computer vision to analyze images, detect pose and joint features, and create non-personally identified data for measurement estimation. We further take advantage of dedicated GPU libraries such as TensorFlow Lite (Android) and Metal (Apple) to run prediction models, which have been trained with a substantial and diverse human data set from around the globe and which are able to process multiple captured images in fractions of a second. The result is a solution that runs on-device and does not sacrifice speed, security or privacy. Images and private information never leave the phone, ensuring security and privacy standards are met across global regions. This process allows us to produce what we believe to be exceptional results and simplify the output of useful, reliable, digital measurements and remove the human error otherwise present in traditional methods, such as tape measure or visual estimations. 2 Our BodyScan application has been developed over 7 years through the development of our proprietary image capturing and analysis system. We have refined this process utilizing a proprietary data collection exercise conducted by the company, which involved over 7,000 individuals across Australia, Taipei, Thailand and Malaysia. This multinational data set of ethnicities was used to train and to enrich our machine-learning protocols and to improve the accuracy to an average 97.5% and repeatability to an average of 98% when using the BodyScan system. We have further enhanced the use case by adopting a number of predetermined and published markers for some chronic diseases, set by the WHO, and the IDF. According to the WHO, these chronic, non-communicable diseases relate to 71% of deaths each year. We have developed and built the application s patented capturing system, in line with the WHO and IDF measurement guidelines for the assessment and identification of biomarkers of these chronic diseases, such as Type 2 Diabetes. Whether it be an iOS or an Android application on the smartphone of any user, we provide our Partners and their Users with the following biometric data points: Anthropometric Measurements (BodyScan); Body Composition: Total Body Fat %, (BodyScan); Primary Markers of Chronic disease – Type 2 Diabetes, Obesity, Cardiovascular Disease (BodyScan and FaceScan combined); Primary Health Markers – Waist-to-Hip Ratio, Waist-to-Height, Waist Circumference, (BodyScan); and Dermatological conditions – 588 skin conditions across 133 categories, (DermaScan). It is our mission to deliver an easy-to-use, early warning and health assessment tool for our Partners to supply to individuals, governments and healthcare organizations, enabling Users to take control of and to understand the health risks which they pose to themselves, which they may be unaware of. Having the opportunity to combine measurement data with other biometric data sets widens the utility and importance of our technology through multiple business segments. We believe that our technology is unique and has been independently validated for accuracy and repeatability by doctors and professors from leading universities and research organizations around the world, including Professor Timothy Ackland PhD, Professor of Applied Anatomy and Biomechanics, The University of Western Australia, Dr. Erwin Christianto MD MSc, Physician & Clinical Nutrition Specialist, Eka Hospital Pekanbaru Indonesia, and Dr. Alisa Nana PHD, Sports Science and Technology Mahidol University Thailand. With the increased requirement of medical surveillance and remote healthcare services due to the COVID-19 pandemic, we have strategically partnered and invested into the expansion of our information capturing capabilities with the addition of vital signs data (FaceScan) using transdermal optical imaging ("TOI") and also a further expansion into a dermatology AI platform which provides information to identify and assess 588 known skin conditions across 133 categories (DermaScan). DermaScan is a software application using artificial intelligence to perform patient-specific analyses of skin conditions. DermaScan is intended to be used as a second opinion tool for healthcare professionals to support the diagnosis of skin conditions but does not provide a definitive diagnosis. A definitive diagnosis should only be performed in a healthcare professional s environment with the patient present. User error can potentially lead to limitations of the product as DermaScan requires good quality images of the skin condition the user is analyzing as well as a series of questions to be answered specific to the user and the skin condition in question. It is important the user provides images of good quality and accurately provides information as prompted to do so. Accuracy of services will vary depending on the quality of image presented as well as the quality of this information provided. 3 Business Model We operate a business-to-business ("B2B") model and revenue is generated on both a subscription basis as well as on demand-use basis. The overall mercantile business model is one-to-one-to-many, whereby our sales channel customers are business Partners who have the relationship with the end User and whereby our technology is embedded into our Partner s application that is made available to the Users on terms set by those two parties, thereby allowing User privacy (data on the User smartphone) and agreed data retention in the Partner s ecosystem. We believe this B2B model enables lower overhead and allows AHI to leverage our Partners sales forces in an efficient and economical way. Our go-to-market strategy makes our business model highly scalable without the need for large corporate overhead, which cost-saving element will help to facilitate better operating margins as we increase the number of our Partners and as they scale the number of their Users. We have a pricing model which can be adjusted downward depending on scale (User volume) undertaken by the Partner. Our technology has been both designed and developed to augment Partner applications via individual SDKs, enabling rapid integration opportunities for both native and hybrid solutions. Through the licensing of the use of our technology, Partners have the ability to effortlessly select the appropriate SDK components and then to customize these solutions to fit their own brands and needs. The Partner s public cloud provider manages all of our Partners hardware and traditional software, including middleware, application software, and security. Accordingly, our offering allows flexibility and pricing scale reductions for our Partners as their User scale increases. AHI works with its Partners on the contractual remuneration and service basis involving a per-use, annual subscription or license fees. This choice is determined with the Partner at the time of engagement depending on the use case and User volume provided by the Partner. With our technology and distribution channels now mostly developed, we are now entering into a growth phase. Serving as a catalyst for this growth, we now have 16 signed binding agreements with global Partners that we believe have a total of over 400 million potential Users within the following sectors: (i) mHealth, Telehealth, and Wellness; (ii) Life and Health Insurance; (iii) Fitness; and (iv) Consumer and Apparel. We are selective in our choice of sales channel Partner, favoring companies who have a global outreach with large pre-existing User bases. When identifying a potential Partner, we take into account the current digital environment developed by the Partner and its applicability to the SDK offering we have developed. We also consider other factors such as available user base, market reach and time-to-market with the Partner s digital team. MultiScan Platform Capability AHI offers a growing suite of human scanning solutions using a smartphone. This MultiScan Platform, called CompleteScan, currently includes BodyScan, FaceScan, and DermaScan. Our MultiScan SDKs are embedded inside a Partner s smartphone application(s) on both iOS and Android platforms to facilitate this multi-scan approach. The MultiScan SDKs simplify many actions: User authorization, registering billing events, downloading remote assets, starting a new scan, returning results, and payment registration, all from a single interface/abstraction layer. These functions ensure that scans are easily integrated and correctly billed based on contractual agreements. The above guide images various screens of the Multi-Scan suite. 4 Key MultiScan Technology Components BodyScan, supplied via our patented technology, provides body circumference, body composition (total body fat %), and specific health indicators relating to (including Type 2 Diabetes risk, as well as obesity and central obesity risk) which have a direct correlation to the chronic diseases we wish to assist our partners in managing. The Company is currently investigating the scope and requirements for the Food and Drug Administration ("FDA") approvals should the need arise. However, as we are not a direct-to-consumer business, we are only providing the ability to capture the measurements. The way those measurements are used by a partner will determine if they require any approvals with the FDA. We have not engaged or commenced any formal process with the FDA at this time. FaceScan, supplied by a license with NuraLogix Corporation ("NuraLogix"), provides vital signs data, including blood pressure and heart rate, as well as health indicators, including cardiovascular disease risk, heart attack risk, and stroke risk. We have a technology use agreement and a reseller agreement with NuraLogix for the sale and distribution of our combined service offerings. The Company does not intend to seek regulatory approvals for FaceScan but NuraLogix may seek FDA approval in the future. DermaScan, supplied by a license with Triage Technologies Inc. ("Triage"), provides skin disease detection for over 588 skin conditions across 133 major categories. Triage s software application was approved as a class I medical device by Health Canada in June 2020. In April 2021, Triage received confirmation of medical device status in the European Union (EU) and is a CE marked medical device according to the Medical Devices Directive 93/42/EEC. Triage expects to seek FDA approval for its software application in the future. When combined into the CompleteScan platform, the AI dermatology engine of Triage will be branded DermaScan and can be deployed to mobile devices to scan skin surface and then to assess the relevant skin conditions with simple images taken with that smartphone application. DermaScan is a software application using artificial intelligence to perform patient-specific analyses of skin conditions. DermaScan is intended to be used as a second opinion tool for healthcare professionals to support the diagnosis of skin conditions but does not provide a definitive diagnosis. A definitive diagnosis should only be performed in a healthcare professional s environment with the patient present. User error can potentially lead to limitations of the product as DermaScan requires good quality images of the skin condition the user is analyzing as well as a series of questions to be answered specific to the user and the skin condition in question. It is important the user provides images of good quality and accurately provides information as prompted to do so. Accuracy of services will vary depending on the quality of image presented as well as the quality of this information provided. Patented Technology Our patented technology is the on-device image capture and data processing capability of BodyScan and each of our technology providers has its own set of patents. Significant research and development ("R&D") efforts by AHI have gone into optimizing, testing, and developing proprietary technology to work within smartphones confines. This R&D includes analyzing and processing phone sensor data, downloading assets remotely to reduce the initial resource size, utilizing hardware acceleration, and implementing machine learning libraries, such as TensorFlow and CoreML. The result is a software that runs on the device without sacrificing speed, security, or privacy. Images and private information do not leave the device without explicit consent from the User to the primary app provider, ensuring global security and privacy concerns are met. Data Points, Health Risks, and Health Indicators Each scan returns a unique set of data which is categorized into three layers based on the type of data. Layer 1 – Individual Data Points These are the direct outputs from a scan, such as body circumference, diastolic and systolic blood pressure, and heart rate. Layer 2 – Derived Data Derived Data is a formula or equation applied to one or more data points. These are labeled "Health Indicators" and include waist-hip ratio, waist-height ratio, and a combined systolic/diastolic blood pressure result. Layer 3 – Contextual Data Contextual Data combines individual data points and derived data with a publicly available dataset or study used to predict health risk categorization. Examples include Type 2 Diabetes, Obesity, Hypertension, and Cardiovascular Disease. 5 As part of the partner integration progress, a data review is conducted to determine what scans and data are required. Documentation is provided to partners throughout this process to explain key concepts, including validation of measurements, disclaimers, research and studies, and understanding risk categorization. It is important to note that the various scans offered within the MultiScan platform are not offered as a medical device nor as a pure diagnostic; moreover the image and data captures supply individualized data to the Partner in regard to their Users. Depending on the manner in which the Partner utilizes this data for health risk assessment will determine the Partner s requirement to meet regulatory approvals in their operating jurisdictions. How BodyScan Works BodyScan s image capture involves taking multiple front and side images of the individual. This process involves entering some basic personal details, such as height, weight, and gender, following a built-in guide provided upon setting up the phone, and then initiating a 10-second countdown for both the front and the side images. Images are processed on the phone and deleted upon the conclusion of the session. This process is referred to as a "BodyScan" or a "Full Body Selfie". The capture process utilizes "burst mode" or continuous shooting capabilities available in most cameras, and smartphones take multiple images using a timer. Application of Our MultiScan Platform Technology to Multiple Business Segments We have developed a MultiScan product strategy called CompleteScan comprised of: BodyScan, FaceScan, and DermaScan, which unlocks a multitude of biometric markers and risk indicators that enables us to generate new layers of data, and cover a full spectrum of indicators for care including, but not limited to, cardiovascular, dermatological and chronic disease identification and prevention. We have designed this multiplatform with flexibility at its core, enabling each type of scan to be implemented either separately or in combination, depending on the partner s and the user s specific requirements. We believe that, due to our diverse and expansive offering, the company does not suffer from seasonality in regard to its use or appeal. Examples of partner-specific requirements by business segment are: (i) mHealth, Telehealth and Wellness; (ii) Life/Health Insurance; (iii) Fitness; and (iv) Consumer Product and Apparel. Growth Strategy: More Partners and More Users With our technology and distribution channels now mostly developed; we are now entering into a growth phase. Serving as a catalyst for this growth, we have 16 signed binding agreements with global Partners that we believe have a total audience of over 400 million and we are targeting a total of 7 million users over the first 12 months of commercial launch within the following sectors: (i) mHealth, Telehealth, and Wellness; (ii) Life and Health Insurance; (iii) Fitness; and (iv) Consumer and Apparel. We believe that our existing Partners as well as prospective new Partner contracts will enable us to potentially grow to a run rate of 4.9 million paying Users in total within the next 3 years. This run rate is based on minimum agreed User targets between us and our Partners, for an initial 12-month period. We are targeting a penetration rate of 1.0% - 5.0% of the existing User base within each Partner company. Penetration assumptions have been modelled in accordance to known global statistics reported in the Liftoff mobile engagement index. 6 Our principal growth strategy is to leverage the ongoing and growing demand from existing and potential sales Partners for our technology, driven by global health concerns and by the various ways that the technology can assist with satisfying the need for fast, accurate and useful consumer/patient-centric data. The following factors will help us to commercialize our operations as we prepare for this next phase of growth: Contract Execution and Post-implementation Support. We have signed 16 binding agreements with various global Partners that we believe have a total audience of over 400 million. Our growth strategy includes carefully nurturing these agreements and tailoring the implementation of our technology with each partner to maximize the user experience. This process can be achieved by collaborating with our business partners to ensure that they are set up for success, including assisting them with the customer onboarding procedures and establishing feedback loops around user experience. Market Penetration. We believe that a key to our success lies in our ability to penetrate a variety of industries within multiple verticals. We intend to do so by identifying business partners who (a) are vetted for quality; (b) fit and audience reach; who already have a high volume of paying subscribers with a need for any or all of the components of the MultiScan platform being, BodyScan, FaceScan, or DermaScan, and (c) who can provide us with access to such clients/Users. Currently we operate in 4 major verticals & markets including: (i) mHealth, Telehealth, and Wellness; (ii) Life and Health Insurance Consumer; (iii) Fitness; and (iv) Consumer and Apparel. Over time we expect to further enhance our reach into each one of these verticals and markets as well as expand into other new ones. Ongoing Investment in Innovation. We intend to continue to invest in building and licensing new software capabilities and extending our platform to make our technology as accurate and "repeatable" as possible and to bring the power of accurate measurement to a broader range of applications. Achieving this goal will also serve as a barrier to entry for our competitors, both new and established. Intellectual Property Portfolio. Our issued patent portfolio covers our BodyScan technology and provides patent blocking and out-licensing opportunities, while the partner technologies we have licensed-in for FaceScan and DermaScan adds to our CompleteScan suite of products. The company has furthered it protection by submitting additional patents for the combination of the proprietary BodyScan with vital signs measurements captured through FaceScan. At this time, we have been unable to identify a direct, competitive product within the mobile phone ecosystem that: offers our range of measurement captures and data points across a similar multiplatform offering (BodyScan, FaceScan, DermaScan). Our Platform offers solutions across the four business segments in which we operate; and demonstrates competitive ease of use, accuracy and repeatability. Competitive Advantages Our competitive advantage comes from our continuous innovation and transparency with regards to our data capture, measurement accuracy and repeatability metrics. We differentiate ourselves from our competitors through a multitude of factors including, but not limited to, the following: Ongoing Data Collection to Ensure Precise Digital Measurements. Regular, continuous, global data collections from multiple independent specialist organizations, including universities and hospitals, to ensure our measurement accuracy and repeatability remains the highest standard in digital measurements from a mobile phone. 7 Continual Enhancement of our Technology Offering While Expanding and Refining our Patent Position. We currently maintain a robust intellectual property portfolio related to our BodyScan Technology, while technology we have licensed-in for FaceScan and DermaScan adds to our Complete suite of products. We regularly review and update our patents in key jurisdictions to prevent competitors from copying our image capture process or innovation. We believe further enhancing and protecting our patent portfolio is a key to the long-term success of our technology offering and business prospects. The company has lodged provisional patents covering the use case and the integrated use cases of the additional captures. Independent Validation of Accuracy and Repeatability of our Measurement Information. Publicly advertising our externally validated accuracy and repeatability metrics so that they are clear and accessible to our partners and competitors. Most of our competitors do not share clear information about their measurement accuracy and repeatability publicly. Our transparency makes it easier for potential Partners to understand our metrics during their solution selection process, significantly reducing the need for them to conduct testing and verification of our solution prior to purchase. Private, individualized Assessment on a Granular Personalized Basis. We measure the end User by taking images of segmented, non-personally identifiable set of silhouettes that are processed on-device. Our solution then recreates the User from the silhouettes in a virtual 3D environment by utilizing the Graphics Processing Unit ("GPU") on the end User s smartphone, enabling that User s Personally Identifiable Information ("PII") to remain on the device. As a result, the process is more cost effective, returns results faster and allows for better security of data and personal privacy. Broad Market Functionality. Due to high accuracy and repeatability of results from our product offering, we have been able to expand into multiple markets and uses. We intend to leverage and further grow our base of Partners through the four main large market segments in which we operate. Non-Opinionated Partner Level Integration. We offer a solution that, unlike many of our competitors, can be integrated into our Partners existing applications to match their own branding and User experience. This way, our technology becomes part of our Partners environment, allowing for trust and additional functionality for the User. Zero Upfront Integration Cost. Our potential Partners can implement our turnkey solutions using their internal development team, at an upfront cost of A$0, removing the need for an upfront capital budget that can often create a roadblock for many potential Partners. On-Device Processing Delivers Frictionless Scalability. We have adapted our BodyScan software to run on a User s device. This feature in turn only requires Amazon Web Services ("AWS") for the tokenization of the event i.e. initiation of sequence to commence with all other BodyScan functionality run on-device at no cost to us. It is important to note that all BodyScan major processing occurs on-device and as such AHI only uses AWS cloud infrastructure to support its services. These services include authorization of services (AWS Cognito), App configuration (AWS Cloudfront), and Billing events (AWS Serverless Aurora). For clarity AHI does not persist User data, nor does it preserve service results on its AWS cloud services, therefore the data stored within each of these services does not contain any User s PII. Flexible and Capital Efficient B2B Business Model. We target potential B2B partners with large existing user bases, significantly reducing the costs of acquiring new Users in comparison to our competitors. We also offer our solution on a pricing tier, based on a per User per month basis whereby as User volume grows, Partners pay us less with each tier, enabling a higher return on their investment. 8 Intellectual Property We have submitted 22 patents globally, with prior art/inventive ownership dating back to December 4, 2014. We have been issued 12 patents, including in Australia, China, Singapore, South Korea, Hong Kong, Japan, Canada, and the USA. We regularly monitor our R&D for potential patent knowledge gaps, which provides the basis for our continued formalized patent protection, existing patent protection updates and other core know-how and intellectual property assets. We utilize various practices to safeguard and protect our IP, including (but not limited to): Non-disclosure agreements End User License agreements Commercial agreements (including IP clauses) Data Processing Agreements with clauses for jurisdiction specific regulations such as HIPAA, CCPA, UK and EU GDPR, LGPD, PDPL, and PIPL Employee agreements that include IP clauses , ' ': Least Privilege access model to restrict access to key personnel Multi-factor authentication system Regular threat and intrusion protection exercises in conjunction with cyber security industry expert organizations 9 Key Commercial Developments We have focused on growing our universe of partners, expanding our technology suite, improving cash flow and strengthening our balance sheet to rise above the current global pandemic situation. During the height of COVID-19 in Australia, we successfully reduced our operating cash burn by 46%, converted or redeemed previous convertible note holders (A$1.3 million), therefore removing all of our long-term debt and received over A$600,000 in collectible cash from our affiliate, Body Composition Technologies ("BCT"). Additionally, we received A$500,000 in license fees from BCT between July 1, 2020 and June 30, 2021 as our expenditures began to normalize to pre-COVID-19 levels. 1. On June 1, 2020, we raised US$1,500,000 by way of convertible note to progress our initiatives to be listed on the NASDAQ. The convertible notes are convertible into a maximum of 1,500,000 of our Ordinary Shares. On conversion, convertible note holders will be issued shares at the greater of US$1.00 per share and a 25% discount to the price at which the Company issues shares in conjunction with a NASDAQ listing. 2. On June 9, 2020, the Evolt (as outlined below) application launched into its platform allowing gym members and healthcare facilities using the Evolt platform access now to the AHI BodyScan, which marks the first Australian consumer-facing app to go live with our technology solution embedded. 3. On August 24, 2020, Bearn (as described below) application launched, the first iOS and Android consumer-facing app to go live in USA with our technology solutions embedded. 4. A further 9 partner applications are expected to launch (with our technology embedded) within the next 6 months, to generate revenue, including: a. We signed an agreement with Nexus Vita Pte Ltd ("Nexus-Vita") on October 6, 2020. Nexus-Vita under that agreement, has contractually committed to a minimum annual revenue of US$3,588,000 per annum (on a cash basis), from the date of the commercial launch of its app, subject to meeting current development and integration, we anticipate to begin by January 2022). On June 21, 2021, the Company entered into a binding Terms Sheet with Nexus-Vita whereby the Company and Nexus-Vita have agreed to collaborate and work together to design, develop and integrate the Company s platform into the existing Nexus-Vita platform. Nexus-Vita has agreed to pay the Company a fixed amount of US$500,000 for the completion of the integration to be performed by the Company s development team. We anticipate to receive the full fixed amount payment within the next 60 days, with an initial payment of US$100,000 being paid within the next 30 days. The Company and Nexus-Vita have agreed to enter into a definitive agreement prior to Nexus-Vita s application being integrated with the Company s platform. b. On November 17, 2020, we signed a binding Terms Sheet with The Original Fit Factory ("TOFF"), which has developed the world-leading TRUCONNECT and TV.FIT fitness and wellbeing platforms, available through iOS and Android app stores across 71 countries. TOFF has both B2C and B2B app solutions for users. Our BodyScan technology will be integrated into TOFF s B2C and B2B offerings. c. On September 9 2020, we signed a binding Terms Sheet with WellteQ Limited ("WellteQ") to provide our CompleteScan platform for WellteQ s personalized digital wellness and analytics platform. 10 d. On October 20, 2020, we signed a definitive agreement with MVMNT Inc ("MVMNT"). Under the terms of that agreement, our technology will be integrated into MVMNT s core mobile technology platform and our solutions will be made available to all subscribers within MVMNT s branded digital training experiences apps, commencing with fitness-centric platforms including but not limited to McGregor F.A.S.T. and Fitocracy. e. On October 8, 2020, we signed a binding Terms Sheet with Jayex Healthcare Ltd ("Jayex") to integrate our CompleteScan platform into the Jayex Connect patient engagement platform. Jayex has a customer base spanning over 3,250 locations in the UK, Australia and New Zealand and over 50 million patient interactions per year. f. On June 22, 2019, we signed a binding Terms Sheet with Boditrax Ltd ("Boditrax") to integrate our technology into the Boditrax platform. Boditrax is an innovative British company that creates digital solutions for the health, fitness and wellness sectors internationally. Boditrax solutions are medical grade devices, programs and software to give gym/clinic operators a clinically validated understanding of each client s body composition, mental well-being, health goals and progress. Boditrax s technology is renowned for its accuracy and is chosen and trusted by leading hospitals, universities, corporations, Formula One, Premier League football and other elite sports teams. Clients include the National Health Service NHS (England), HM Government, BBC, Sky, Rolls-Royce, Renault, Cadbury, Kellogg s. Body Worlds, and the David Lloyd, Virgin Active, Fitness First and Pure Gym Health Clubs. The company is currently experiencing some delays in its launch with Boditrax due to the COVID-19 lockdown restrictions. g. On April 28, 2020, we signed a Definitive Agreement with Active8me Pte Ltd ("Active8me") to integrate our technology into the Active8me platform. Active8me simplifies healthy, active living in a unique all-in-one mobile platform that incorporates all aspects of healthy living, exercise, nutrition, mindset, and tracking. Its solutions target insurers, telehealth, mHealth, healthcare providers, corporates, governments, and some of Asia s largest telecommunications companies. Two-time Olympian, Jeremy Rolleston, has brought together a raft of fitness, nutrition and health experts including dual Olympians (Duncan Harvey, Ben St Lawrence and Johanna Lyle), together with Fay Hokulani, Nikki Torres and Jaclyn Reutens – to curate proven fitness programs and to create customized plans that users can follow to take control of their fitness, health and wellness. Their range of programs include: Lose Weight, Lean Fit & Toned, Diabetes Prevent, Post Baby, Running and more. The company is currently experiencing some delays in its launch with Active8me due to the COVID-19 lockdown restrictions. 5. On June 22, 2020, we announced that we are expanding our technology to capture measurements which we believe can assist doctors with providing cancer treatments to patients. We have developed an extension to its scanning technology into body surface area ("BSA") calculation and other serial measurements, which we believe could assist with oncology therapy decisions and prevention measures. Specialist oncology physicians use BSA-based dosing as a useful way to mitigate patient size variation in medication regimens. Using BSA can help prescribers to dose more optimally to improve drug efficacy, minimize drug toxicity, and account for some changes in pharmacokinetics depending on patient factor. The ability to determine BSA accurately from a mobile device would be a significant step forward in assessing these calculations when working with cancer patients. We have been working on a number of new and innovative measurements to be included into our applications as we develop further use cases that we believe can dramatically impact existing and new business sectors in which we are working. 6. On June 15, 2020, we announced that we have reached an agreement with NuraLogix to develop its FaceScan technology with facial scanning capability and which provides a COVID-19 symptoms assessment. A formal Reseller Agreement was signed on August 21, 2020 and on June 3, 2021 the parties entered into a License and Services Agreement. 7. In July 2020, we purchased a convertible note from our joint venture partner, BCT, which upon conversion can increase our interest in BCT up from 50% to 54% ownership. In addition, we earned additional licensing revenue of A$500,000 and a further A$309,711 in application development services performed by us. BCT provides technology to the life/health insurance sector. 8. On September 22, 2020, we entered into a Data Processing Agreement (the "NuraLogix Agreement") with NuraLogix pursuant to which NuraLogix will process on its DeepAffex Engine certain physiological and physical data of our customers, including through the use of facial blood-flow transdermal optical imaging technology to capture the user s blood pressure, heart rate, stress levels and emotion, to predict physiological and psychological effects. The NuraLogix Agreement contains certain provisions relating to NuraLogix s requirements for the protection and storage of the Personal Data (as defined in the NuraLogix Agreement) and compliance of certain data protection regulations. 11 9. On October 14, 2020, we completed a A$5 million capital raise to improve significantly our balance sheet position and to provide additional cash flow for operations for 12–18 months. 10. On September 28, 2020, we announced that we are developing a world-first, in-device Dual Energy X-ray absorptiometry ("DEXA") imagery capability using AI and machine learning models that are able to mimic an individual s medical images pertaining to body composition (including body fat percentage) via mobile device image capture. While the predicated medical images are not a 100% replacement of an actual medical scan, such as DEXA, the company s images are highly correlated and representative of the actual DEXA scans performed on the medical imaging machine. 11. On December 3, 2020, we announced that have reached an agreement to invest US$6 million in Triage Technologies, Inc ("Triage") over a 14-month period, subject to shareholder approval (US$3 million in cash and US$3 million in our Ordinary Shares), as part of a strategic plan to expand our service offering by DermaScan. The Company announced on April 19, 2021 that it had completed its due diligence on Triage and that all formal agreements had been concluded. 15. On May 11, 2021, the company entered into a binding Terms Sheet with e-Mersion Media (UK) Limited, a subsidiary of Melbourne based, e-Mersion Media Pty Ltd ("e-Mersion"), that will see e-Mersion s interactive platform deliver AHI technology via their in-publication portal. The intention is to offer AHI technology for health and health related scans along with apparel sizing directly embedded into the e-Mersion partners digital magazines. e-Mersion will design relevant media within the partner publications, that will be a reader specific call to action pertaining to the publications target audience. An example of this would be a heart rate check with an adrenaline sport publication, such as motor racing or a clothing retailers advertisement having the BodyScan measurement capabilities available via the retailers catalogue directly on the device on which the consumer is seeing the clothing item. 12. On May 19, 2021, the Company entered into a binding Terms Sheet with US based on device blood pathology company Jana Care Inc. ("Jana"). Subject to AHI completing due diligence to its satisfaction within 90 days of the signing of the Terms Sheet with Jana, AHI will have the right to invest a total of up to US$8,000,000 into Jana, comprising: (i) an option to invest US$5,000,000 in cash; and (ii) subject to shareholder approval, an option to invest up to US$3,000,000 in Jana in AHI ordinary shares or, if the offering is completed, in ADSs. If the Company does not secure shareholder approval for the US$3,000,000 share investment, it has the option to proceed with the investment in cash. In May 2021, AHI invested US$500,000 in the current convertible note round being offered by Jana. AHI has a further right for a period of 3 years from the date of the first integrated product launch, to acquire a further 10% of Jana stock. AHI will be issued 1% of Jana for every US$1,000,000 in gross revenue to Jana under a contemplated revenue sharing arrangement. In the event AHI decides not to take up the investment in Jana, AHI will still retain the right to equity at a rate of 1% of Jana for every US$2 million in gross revenue to Jana. No definitive agreements have been signed as of the date of this filing, however, subject to due diligence AHI and Jana intend to enter into the following definitive agreements - Commercial Agreement; a Software Development Kit, End User License Agreement; Support Agreement; Data Processing Agreement and Investment Agreement. Upon the integration of the Jana product into the AHI platform, the application will be called HemaScan. The Company and Jana mutually agreed to extend the agreement through October 31, 2021. At this time no extension has been reached, however, the he parties are continuing to discuss a potential investment by AHI into Jana. 13. On May 31, 2021 the Company entered into a binding Terms Sheet with INTER-PSY B.V ("Inter-Psy") pursuant to which AHI agrees to grant Inter-Psy the right to use AHI s licensed SDKs and related intellectual property to integrate them into Inter-Psy existing platform/technology. No definitive agreements have been signed as of the date of this filing and the Company does not intend to generate revenue in the near term. 14. On June 10, 2021, the Company entered into a binding term sheet with Cubert Inc ("Cubert") in order to grant Cubert the right to use AHI s licensed SDKs and related intellectual property to integrate them into the Cubert platforms/technology. The new integrated functionality into Cubert s FitTrack application will be called FitScan and will enable its users to privately check, track, accurately assess overall wellness and predict potential health risks -- all from their smartphone. AHI has a right to terminate the agreement if FitTrack fails to reach a minimum user number of 200,000 in the first 12 months from commercial launch. No definitive agreements have been signed as of the date of this filing and the Company does not expect to generate revenue in the near future. Recent Developments David Tabb, the Company s COO resigned from his position on June 23, 2021. The resignation was not based on any disagreement with the Company on any matter relating to the Company's operations, policies or practices. On January 5, 2021, a Biomorphik (as described further herein) application launched, the second consumer-facing app to go live in Australia with our technology solutions embedded and the first app to provide users with Total Body Fat %. In September 2021, Research & Development ("R&D") funding of A$600,000 was advanced to the company by R&D Capital Partners Pty Ltd to support our ongoing commitment to innovative research and development. The funding was an advance to the company of the predetermined government reimbursement which the company expects to receive from the Australian government R&D tax incentive. The government reimbursement is currently calculated at 43.5% of all eligible expenses contributing to the R&D for the company s technology while the company's aggregated turnover is less than A$20 million. Above that amount, the reimbursement is replaced with a non-refundable tax offset. 12 Our Challenges We face challenges, risks and uncertainties in realizing our business objectives and executing our strategies, including the following: We operate in a highly competitive industry, and if we are not able to compete effectively, our business and results of operations will be harmed. We may not reach the scale in our business or generate revenue to the level outlined in our business plan. We may be unable to successfully execute our growth initiatives, business strategies, or operating plans. If we fail to effectively manage our growth and organizational change, our business and results of operations could be harmed. If security measures in connection with our platforms and services are breached or unauthorized access to patient s or client s data is otherwise obtained, our solutions may be perceived as not being secure, clients may reduce the use of or stop using our software solutions, and we may incur significant liabilities. If we do not continue to innovate and provide services that are useful to customers and users, we may not remain competitive, and our revenue and results of operations could suffer. The recent global pandemic of COVID-19 could harm our business, results of operations, and financial condition. We rely on third-party providers for web services/cloud services, computing infrastructure, databases and other technology-related services needed to deliver our cloud solutions. Therefore, a change of contractual relationship with such third-party providers or disruption of the services provided by them could adversely affect our business and subject us to liability. Please see "Risk Factors" and other information included in this prospectus for a more substantial discussion of these and other risks and uncertainties that we face. 13 Corporate Information Our registered office and our principal executive offices and headquarters are located at 71-73 South Perth Esplanade, Unit 5, South Perth, WA 6151, Australia and our phone number is +61 8 9316 9100. We maintain a corporate website at www.advancedhumanimaging.com. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus. Corporate History and Structure We were incorporated on October 1, 2014 as an Australian corporation under the name MyFiziq, Ltd. We listed our Ordinary Stock on the Australian Securities Exchange (ASX) in 2015. On March 5, 2021, we changed our name to Advanced Human Imaging Limited. Implications of Our Being an "Emerging Growth Company" As a company with less than US$1.07 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the "JOBS Act". An "emerging growth company" may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company, we: may present only two years of audited financial statements and only two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations, or "MD&A"; are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as "compensation discussion and analysis"; are not required to obtain an attestation and report from our auditors on our management s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the "say-on-pay," "say-on frequency" and "say-on-golden-parachute" votes); are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure; are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act; and will not be required to conduct an evaluation of our internal control over financial reporting. 14 We intend to take advantage of all of these reduced reporting requirements and exemptions, with the exception of the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an "emerging growth company" at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, herein referred to as the "Securities Act", occurred, if we have more than US$1.07 billion in annual revenues, have more than US$700 million in market value of our Ordinary Shares held by non-affiliates, or issue more than US$1 billion in principal amount of non-convertible debt over a three-year period. Foreign Private Issuer Status We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended the "Exchange Act". As such, we are exempt from certain provisions applicable to United States domestic public companies. For example: we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company; for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies; we are not required to provide the same level of disclosure on certain issues, such as executive compensation; we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any "short-swing" trading transaction. 15 THE OFFERING Units offered by us 1,000,000 Units, assuming a public offering price of $11.00 per Unit, the midpoint of the initial public offering price range reflected on the cover page of this prospectus. Each Unit will consist of two ADSs and one Warrant to purchase one ADS. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The ADSs and Warrants are immediately separable and will be issued separately in this offering. Option to purchase additional Securities The underwriters have an option for a period of 45 days from the date of this prospectus to purchase up to an additional 300,000 ADSs and/or up to an additional 150,000 Warrants to purchase up to 150,000 ADSs. Initial public offering price: We estimate that the initial public offering price for the Units will be between US$10.00 and US$12.00 per Unit. Ordinary
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001816233_sharecare_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001816233_sharecare_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8d864e052daf244b9e0e4d9132a2ef6c38e4031d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001816233_sharecare_prospectus_summary.txt
@@ -0,0 +1 @@
+SUMMARY OF THE PROSPECTUS 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001817712_graf_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001817712_graf_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8be4b0c23bcb578f672c6c9cc29809f880d4f6d3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001817712_graf_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: amended and restated certificate of incorporation are to our amended and restated certificate of incorporation; common stock are to our common stock, par value $0.0001 per share; founder shares are to shares of our common stock initially purchased by our sponsor in a private placement prior to this offering; initial stockholders are to our sponsor and any other holders of our common stock prior to this offering (or their permitted transferees); management or our management team are to our officers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); sponsor are to Graf Acquisition Partners LLC, a Delaware limited liability company, which is ultimately controlled by James A. Graf through sponsor parent entity; sponsor parent entity are to Graf Acquisition Partners InvestCo LLC, a Delaware limited liability company which is controlled by James A. Graf; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants; and we, us, company or our company are to Graf Acquisition Corp. II, formerly known as Graf Industrial Corp. II. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. The company is one of three special purpose acquisition companies seeking an initial public offering simultaneously, or within a short period of time, the others being Graf Acquisition Corp. III ( Graf III ) and Graf Acquisition Corp. IV ( Graf IV ) with the same sponsor parent entity, board of directors and management team and differentiated only by size. TABLE OF CONTENTS Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act: Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE TITLE OF EACH CLASS OF SECURITY BEING REGISTERED AMOUNT BEING REGISTERED PROPOSED MAXIMUM OFFERING PRICE PER SECURITY(1) PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE Units, each consisting of one share of common stock, $0.0001 par value, and one-fifth of one redeemable warrant (2) 25,875,000 Units $ 10.00 $ 258,750,000 $ 28,229.63 Shares of common stock included as part of the units (3) 25,875,000 Shares (4) Redeemable warrants included as part of the units (3) 5,175,000 Warrants (4) Shares of common stock underlying warrants included as part of the units 5,175,000 Shares $ 11.50(5) $ 59,512,500 $ 6,492.81 Total $ 318,262,500 $ 34,722.44(6) (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 3,375,000 units, consisting of 3,375,000 shares of common stock and 675,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Calculated pursuant to Rule 457(g) under the Securities Act, based on the price of the warrants. (6) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS We intend to focus our search on businesses that may provide significant opportunities for attractive investor returns. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region and may include, without limitation, targets in industries such as mobility, technology, transportation, new energy, software, infrastructure, consumer, defense and cybersecurity, business and real estate services, financial and data services, healthcare, diversified industrial manufacturing, technology, distribution and services, as well as companies that help to address evolving environmental, social and governance ( ESG ) related issues. Competitive Strengths We will seek to capitalize on the significant experience and relationships of James A. Graf, our Chief Executive Officer, Gus Garcia and Lewis Silberman our Co-Presidents and Directors, Anantha Ramamurti, our Chief Financial Officer and Treasurer, Anthony A. Kuznik, our Executive Vice President, General Counsel and Secretary, Sabrina McKee, our Executive Vice President, Strategy and the other members of our management team in identifying and consummating an initial business combination. Our competitive strengths and factors that contribute to our confidence in our ability to consummate an initial business combination include the following: Uniquely Experienced SPAC Team. Our management team has, in aggregate, more than 150 years of experience in SPACs, structured mergers and acquisitions, private equity, capital markets and corporate management. Our CEO has served as a founder and executive officer or as a non-independent director of five special purpose acquisition companies formed for the purpose of effecting a business combination that raised approximately $1.6 billion in aggregate in their initial public offerings over the last ten years, all of which have successfully consummated business combinations, and is an independent director of another SPAC focused on the technology industry in Southeast Asia and Australia. Our Co-Presidents and CFO have collectively advised on or raised capital for 18 SPAC transactions since July 2020, which are described in further detail below. In connection with these transactions, our management team has collectively participated in hundreds of PIPE investor meetings. We believe this depth and breadth of current SPAC market insight is unique and will serve as a differentiator in a highly competitive market. End-to-End SPAC Origination and Execution Capabilities. Many experienced SPAC teams have to rely heavily on investment banks and law firms for advice on transaction structuring, execution and marketing and to confirm the public market viability of prospective targets. The lack of bandwidth among experienced external advisors can result in material evaluation and execution delays, which our team will seek to mitigate utilizing our significant internal expertise. Our management team expects that its track record and reputation as a trusted SPAC partner and advisor to numerous private companies will be viewed favorably by target businesses and their advisors and provide comfort on our ability to identify and consummate an initial business combination in an efficient and timely manner. We believe that this experience and SPAC market insight will allow our management team to (i) efficiently identify and prioritize competitive processes for targets that are most viable for the SPAC and broader public markets; (ii) educate shareholders and management of target businesses on the merits of the SPAC structure and process; (iii) negotiate terms that that increase the willingness of target businesses and investors to consummate a transaction; (iv) maximize the probability of successful PIPE funding, if necessary; (v) market a transaction through closing; and (vi) continue to add value to a target post-closing through board representation and otherwise. The management team will focus substantially all of their professional time on a series of Graf-related SPACs operating in unison, three of which are expected to be outstanding at the completion of this offering or soon thereafter. Deal-Making and Capital Markets Experience Through all Market Cycles. In addition to managing SPAC transactions as principals, our management team has experience advising on mergers, structuring SPAC business combinations, and raising equity and debt capital in a wide variety of market conditions. Among his many roles as an investment banker in the U.S. and Asia, our CEO has served as co-head of mergers and acquisitions, head of transaction execution covering mergers and acquisitions, equity and debt, and head of the transaction valuation committee, as well as serving as president of Deutsche Bank s investment banking entity in Hong Kong. In their prior roles, the members of our management team worked with clients to successfully navigate the 1997 and 2007 TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JUNE 9, 2021 PRELIMINARY PROSPECTUS $225,000,000 Graf Acquisition Corp. II 22,500,000 Units Graf Acquisition Corp. II, formerly known as Graf Industrial Corp. II, is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We may pursue an initial business combination target in any business or industry or geographic region, which may include, without limitation, targets in industries such as mobility, technology, transportation, new energy, software, infrastructure, consumer, defense and cybersecurity, business and real estate services, financial and data services, healthcare, diversified industrial manufacturing, technology, distribution and services, as well as companies that help to address evolving environmental, social and governance ( ESG ) related issues. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our common stock and one-fifth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,375,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding shares of common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Graf Acquisition Partners LLC, has agreed to purchase an aggregate of 5,433,333 private placement warrants (or 5,883,333 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of common stock at $11.50 per share, at a price of $1.50 per warrant, for an aggregate purchase price of $8,150,000 (or $8,825,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our sponsor currently owns an aggregate of 6,468,750 shares of common stock (up to 843,750 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). Currently, there is no public market for our units, common stock or warrants. We intend to apply to list our units on the New York Stock Exchange, or the NYSE, under the symbol GTOO.U . We expect that our units will be listed on the NYSE on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless J.P. Morgan Securities LLC and Oppenheimer & Co. Inc., the representatives of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the common stock and warrants will be listed on the NYSE under the symbols GTOO and GTOO WS, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 33 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PER UNIT TOTAL Public offering price $ 10.00 $ 225,000,000 Underwriting discount(1) $ 0.55 $ 12,375,000 Proceeds, before expenses, to us $ 9.45 $ 212,625,000 (1) Includes $0.20 per unit, or $4,500,000 in the aggregate (or $5,175,000 if the underwriters over-allotment option is exercised in full), payable to the underwriters upon the closing of this offering. Also includes $0.35 per unit, or $7,875,000 in the aggregate (or $9,056,250 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $225.0 million, or $258.75 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and $3.4 million will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Joint Book-Running Managers J.P. MorganOppenheimer & Co. , 2021 TABLE OF CONTENTS financial crises, and advised clients on SPAC mergers and capital raises across multiple cycles of bullish and bearish SPAC markets from 2005 through February of 2021. We believe stand-alone knowledge of SPAC mechanics and market precedents, as well as experience in navigating varying market conditions will be essential for SPAC teams to have long-term durability and success. For example, we believe knowing where and how to raise PIPE capital in the face of volatile market conditions, and how to optimally position the SPAC structure to target businesses and investors in varied market environments, are important skillsets to achieve consistent and successful business combination activity across market cycles. Experience Across Industries and Financing Structures for SPACs. Collectively, members of our management team have a track record across numerous industries of advising on and completing SPAC transactions with positive stock price performance and minimal redemptions. These SPAC transactions encompassed industries including, but are not limited to, mobility, technology, transportation, new energy, industrial services, hospitality, healthcare technologies, consumer, media and space technologies. We believe a successful SPAC sponsor team has the capability to identify industries with the greatest probability of public-market success at various points across the business cycle, and that our management team s diverse experience increases the probability of completing a successful business combination that will result in a compelling long-term investment for public shareholders through varying market conditions. Proprietary Sourcing Channels and Relationships. We intend to source initial business combination opportunities through our management team s and directors extensive network of private company clients, investment bankers, private equity and debt investors, high net worth families and their advisors, commercial bankers, attorneys, management consultants, accountants and other transaction intermediaries, as well as corporate sector executives and board members. We also may involve operating partners in certain sectors to assist in sourcing, due diligence and evaluation of target businesses in their respective sectors. We believe this approach, as well as our management team s recognized track record of completing special purpose acquisition company transactions, will yield introductions to a large number of initial business combination candidates. Our proactive approach to sourcing is expected to provide our management team with a flow of proprietary referrals. We believe this provides us with a unique access to industry, geographic and functional expertise that will assist us in sourcing and critically evaluating potential initial business combination targets. Ability to Successfully Navigate Competitive SPAC Processes. As the SPAC market has evolved, it has become increasingly competitive, as well as more structured. Target businesses are increasingly turning to investment banks for advice on and execution of a business combination with a SPAC. These investment banks often create competitive, accelerated processes colloquially referred to as SPAC-offs whereby several SPACs compete for the target business. Our management team has extensive experience participating in these competitive processes, as well as leading and structuring them as representatives of the target businesses. As a result, we believe we have unique knowledge of how to optimally position ourselves to be the winning SPAC in the event we have to compete. Because we know the key metrics used in a SPAC selection process and the types of processes that are most likely to result in a positive outcome for the company, we can prioritize those competitive processes where we believe we have the greatest chance of success. Operating Partners. Our management team and directors have an extensive network of relationships with respected and experienced business leaders in many industries. As we identify potential targets, we intend to engage industry experts in our network as necessary to assist in the due diligence, evaluation and positioning of such targets, which may also enhance our credibility with targets. We expect that industry leaders will also pro-actively bring potential targets to our attention and propose to work in partnership to pursue such transactions. We have no formal arrangements with any potential operating partners and industry experts at present and intend to have the flexibility to structure such relationships on a case-by-case basis. Board of Directors. Our directors have experience with SPACs, acquisitions, divestitures and corporate governance, strategy and implementation as well as the public markets, which we believe will significantly benefit us as we evaluate potential initial business combination candidates and, to the extent they remain on our board of directors, following the completion of our initial business combination. TABLE OF CONTENTS Prior SPAC Experience Mr. Graf has served as a founder and executive officer or as a director of six special purpose acquisition companies, including as chief executive officer of Graf Industrial Corp., or Graf I, from June 2018 until the closing of its business combination with Velodyne Lidar, Inc. in September 2020. The three other special purpose acquisition companies for which Mr. Graf served as a founder and executive officer, Global Eagle Acquisition Corp., or Global Eagle, Silver Eagle Acquisition Corp., or Silver Eagle, and Double Eagle Acquisition Corp., or Double Eagle, each completed their initial business combinations in 2013, 2015 and 2017, respectively. Platinum Eagle Acquisition Corp., or Platinum Eagle, for which Mr. Graf served as a non-independent director, completed its initial business combination in 2019. Mr. Graf is also an independent director for Catcha Investment Corp., a special purpose acquisition company focused on the technology industry in Southeast Asia and Australia, which completed its initial public offering in January 2021. Graf Industrial Corp./Velodyne Lidar, Inc. Mr. Graf founded and served as chief executive officer of Graf I. Graf I completed its initial public offering in October 2018, in which it raised aggregate proceeds of approximately $244,000,000. Graf I completed its initial business combination with Velodyne Lidar, Inc., or Velodyne, in September 2020, for an aggregate purchase price of approximately $1.5 billion in cash and stock consideration. Mr. Graf served as a director of Velodyne from September 2020 to February 2021. Velodyne s common stock is traded on Nasdaq under the symbol VLDR. Platinum Eagle Acquisition Corp./Target Hospitality Corp. Mr. Graf served as a non-independent director of Platinum Eagle, which was founded by Jeff Sagansky and Eli Baker and in which Harry Sloan was an initial shareholder. Platinum Eagle completed its initial public offering in January 2018, in which it raised aggregate proceeds of $325,000,000. Platinum Eagle completed its initial business combination in March 2019, in which it acquired all of the outstanding equity interests of Target Logistics Management, LLC and RL Signor Holdings, LLC for an aggregate purchase price of approximately $1.3 billion. In the transaction, Platinum Eagle changed its name to Target Hospitality Corp., or Target Hospitality. Target Hospitality is a vertically integrated specialty rental and hospitality services company. Target Hospitality s common stock is traded on Nasdaq under the symbol TH. Double Eagle Acquisition Corp./Williams Scotsman International In 2015, Mr. Graf co-founded, together with Mr. Sagansky and Mr. Baker, Double Eagle in which Mr. Graf served as vice president, chief financial officer and treasurer. Mr. Sloan was also an initial shareholder. Double Eagle completed its initial public offering in September 2015, in which it raised aggregate proceeds of $500,000,000. Double Eagle completed its initial business combination in November 2017, in which it acquired 90% of the shares of Williams Scotsman International, Inc., or Williams Scotsman, for an aggregate purchase price of approximately $1.1 billion. In the transaction, Double Eagle changed its name to WillScot Corporation, or WSC. WSC is a specialty rental services market leader providing modular space and portable storage solutions to diverse end markets across North America. WSC s common stock is traded on Nasdaq under the symbol WSC. Silver Eagle Acquisition Corp./Videocon d2h Limited In 2013, Messrs. Graf, Sagansky and Sloan founded Silver Eagle. Mr. Graf served as vice president, chief financial officer, secretary and treasurer. Silver Eagle completed its initial public offering in July 2013, in which it raised aggregate proceeds of $325,000,000. Silver Eagle completed its business combination in March 2015, in which it contributed approximately $273.3 million to Videocon d2h, in exchange for equity shares of Videocon d2h represented by American Depositary Shares, or ADSs, that were listed on The Nasdaq Global Select Market, or Nasdaq GS, under the symbol VDTH, upon the closing of the business combination. Videocon d2h is a leading direct-to-home pay-TV service provider in India. In November 2016, Videocon d2h agreed to merge with and into Dish TV India Limited (NSE: DISHTV) under a scheme of arrangement, a transaction which ultimately was completed in March 2018 and resulted in the exchange of VDTH ADS for common stock of Dish TV listed in India or Global Depositary Receipts, or GDRs, representing Dish TV shares that are listed on the London Stock Exchange. Following the closing of the TABLE OF CONTENTS initial business combination, Mr. Graf served as a special advisor to Videocon d2h in 2015 and 2016, with a focus on investor relations, mergers and acquisition and debt financing, and served as an alternate member of the board of directors of Videocon d2h from the completion of the business combination through completion of the merger with Dish TV in March 2018. Global Eagle Acquisition Corp./Row 44, Inc. and Advanced Inflight Alliance AG In 2011, Messrs. Graf, Sagansky and Sloan founded Global Eagle. Mr. Graf served as chief financial officer, secretary and treasurer. Global Eagle completed its initial public offering in May 2011, in which it raised aggregate proceeds of approximately $190 million. Global Eagle completed its business combination in January 2013, acquiring 100% of the shares of Row 44, Inc., or Row 44, and 86% of the shares of Advanced Inflight Alliance AG, or AIA, and changed its name to Global Eagle Entertainment Inc., or GEE. GEE is a worldwide provider of media content, connectivity systems and operational data solutions to the travel industry. Following the closing of the initial business combination, Mr. Graf served as a special advisor to GEE in 2013, with a focus on mergers and acquisitions, equity and debt financing and investor relations, and served as Vice Chairman of the board of supervisors of Global Entertainment AG, the intermediate holding company for AIA in 2013 to 2014. The other members of the management team have worked on a variety of recent SPAC transactions across multiple industries. From July 2020 to present, the team has worked on 18 announced transactions with total announced expected proceeds of over $13 billion, including cash in trust, assuming no redemptions, and committed PIPE proceeds. Mr. Garcia served as the Head of the SPAC M&A group at Bank of America Securities, Mr. Silberman served as the Head of the SPAC ECM group at Oppenheimer & Co. Inc., Mr. Ramamurti served as the Head of the Global Mobility group at Bank of America Securities, and Ms. McKee served on the board of Graf Industrial Corp. and as the Head of ECM at CRT, which was a leading specialty firm active in SPACs. With respect to the foregoing experiences of our management team, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record and performance of the members of our management team as indicative of the future performance of an investment in us or the financial returns we will, or are likely to, generate going forward. For more information on the experience and background of our management team, see the section entitled Management. Business Strategy Our strategy is to leverage our team s extensive track record in SPAC-related mergers & acquisitions and capital markets to identify and complete an initial business combination with a target in an industry and in a process where we believe our management team and founders expertise will provide us with a competitive advantage. This may include, without limitation, targets in industries such as mobility, technology, transportation, new energy, software, infrastructure, consumer, defense and cybersecurity, business and real estate services, financial and data services, healthcare, diversified industrial manufacturing, technology, distribution and services, as well as companies that help to address evolving environmental, social and governance ( ESG ) related issues. We intend to distinguish ourselves from other SPAC sponsor teams through three key dimensions of experience: Our ability to leverage an extensive global network of relationships to create a significant pipeline of initial business combination opportunities; Unique capabilities and rigor to the process of identifying, executing and consummating an initial business combination that will be well-received in the public markets; and Our understanding of global financial markets and events, financing and overall corporate strategy options. Mr. Graf s track record includes the evaluation of hundreds of potential SPAC business combination opportunities resulting in five successfully-closed transactions, and, where required, ongoing support of these transactions as newly-public entities. Our full management team provides a unique set of capabilities TABLE OF CONTENTS and understanding of the critical success factors for expeditious and efficient execution of a SPAC business combination. Our management team believes this unique and relevant experience can guide us to most effectively evaluate potential opportunities and execute a transaction as quickly and prudently as possible, driving significant value for our stockholders. Business Combination Criteria Based on our management s experience, including with prior special purpose acquisition companies, we have developed the following non-exclusive investment criteria that we intend to use to screen for and evaluate prospective target businesses. Leading Industry Position with Supportive Long-Term Dynamics and Competitive Market Advantage. We intend to target businesses that hold, or have the potential to hold, a leading position in an industry sector with attractive characteristics. We intend to target businesses that have, or have the potential to have, sustainable competitive advantages that would be challenging for a competitor to replicate. Factors contributing to sustainable competitive advantages may include: (i) Proprietary or superior technology or trade secrets; (ii) broad distribution networks; (iii) well-established brand names; (iv) territorial exclusivity; (v) diverse and stable customer and supplier base; (vi) low-cost production capability; (vii) customer habit/ share of mind; (viii) a lack of available substitutes and/or high search or switching costs; (ix) network effects; and/or (x) limited exposure to technological obsolescence and cyclicality. Our management team expects to target businesses that have clearly demonstrated an ability to defend and grow their market positions over time as a result of one or more of these sustainable competitive advantages, or have demonstrable potential to do so. Specifically, we will seek to exclude businesses that do not have a well-defined market and do not hold, or do not have the potential to hold, a strong and profitable position in their market with their competitive advantages. We intend to seek opportunities that will benefit from secular growth and have unique and differentiated positions to create value for our stockholders over time. Stable Free Cash Flow, Prudent Debt and Financial Visibility. We will seek to acquire a business that has historically generated, or has the potential to generate, strong and sustainable free cash flow. Additionally, our prospective business combination criteria include prudent balance sheet management and, as such, we would seek to limit leverage ratios of a combined company immediately following an initial business combination. To provide reliable guidance, we would also seek to acquire a business that has reasonable visibility on forward financial performance and straightforward operating metrics, and seek to exclude businesses that are extremely sensitive to macroeconomic conditions or industry cycles. Benefit Uniquely from a Business Combination with a Special Purpose Acquisition Company. We will seek to acquire a business that has a clear use of proceeds and a clear catalyst or inflection point resulting from our capital, team, public listing, roll-up synergies, deleveraging and/or re-rating milestones expected to propel the business through our structural dilution in the near term with enhanced financial results, margins, market position and stockholder value. Would Benefit Uniquely from our Capabilities. We will seek to acquire a business where the collective capabilities of our management and sponsor, and any operating partners we involve, can be leveraged to tangibly improve the operations and market position of the target. Proprietary and/or High Conviction Transactions. We intend to leverage our extensive business network to source our initial business combination on a proprietary basis if possible. Notwithstanding the foregoing, we would utilize our collective experience and insight to strategically consider participating in formal processes focused primarily on narrowing a pool of special purpose acquisition companies to a single winning bidder in instances where we believe we are optimally-positioned to win such processes. Committed and Capable Management Team. We will seek to acquire a business with a management team whose interests are aligned with those of our stockholders and who can clearly and confidently articulate the business plan and market opportunities to public market investors. Where necessary, we may also look to complement and enhance the capabilities of the target business s management team and their board of directors by recruiting additional talent through our network of contacts or TABLE OF CONTENTS otherwise. This may include recruiting experienced industry professionals, or operating partners, to assist in our evaluation of the opportunity and marketing of the business combination prior to its completion, who may assume an ongoing role with the business or board thereafter. While not a requirement, we would view favorably opportunities where the chief financial officer has experience as a public company chief financial officer or other substantive public market experience, and ideally where other members of senior management have public market experience as well. Potential to Grow, Including Through Further Acquisition Opportunities. We will seek to acquire a business that has the potential to grow organically and inorganically through additional acquisitions, with management having identified a pipeline of potentially actionable accretive acquisitions. We expect to work with the ongoing management team to develop the business strategy around geographic expansion, new products, high-return capital expenditure projects and acquisitions, as well as creating and maintaining the optimal capital structure for growth. Preparedness for the Process and Public Markets. We will seek to acquire a business that has, or can put in place prior to the closing of a business combination, the governance, financial systems and controls required in the public markets. Specifically, we will seek to avoid situations where extensive accounting or restructuring work is required with an uncertain timetable or outcome before a transaction can be completed. These criteria are not intended to be exhaustive or exclusive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we intend to disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission (the SEC ). Initial Business Combination NYSE rules require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent valuation or appraisal firm that regularly provides fairness opinions solely with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make such independent determination of fair market value, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our stockholders. However, if required under applicable law, any proxy statement that we deliver to stockholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target TABLE OF CONTENTS sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of NYSE s 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Our Business Combination Process We believe our management team s significant operating and transactional experience and relationships provide us with access to a substantial number of potential initial business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and relationships with corporate and investment banks, management consultants, high net worth money managers, private equity firms and institutional equity and debt investors around the world. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions, especially special purpose acquisition company transactions, under varying economic and financial market conditions. In addition, we anticipate that target business combination candidates will be brought to our attention from various unaffiliated sources, including investment bankers, private equity funds and large business enterprises seeking to divest non-core assets or divisions. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information made available to us and other reviews as we deem appropriate. We may also retain consultants with expertise relating to a prospective target business. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent valuation or appraisal firm that regularly provides fairness opinions that our initial business combination is fair to our company from a financial point of view. To best align the incentives of our management team with our stockholders, members of our management team may invest in our sponsor and be eligible to share in a portion of the appreciation in the founder shares and private placement warrants and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of the members of our management team may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such person was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete TABLE OF CONTENTS our business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director unless such opportunity is expressly offered to such person solely in his or her capacity as a director of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director is permitted to refer that opportunity to us without violating another legal obligation. The purpose for the surrender of corporate opportunities is to allow officers, directors or other representatives with multiple business affiliations to continue to serve as an officer of our company or on our board of directors. Our officers and directors may from time to time be presented with opportunities that could benefit both another business affiliation and us. In the absence of the corporate opportunity waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the inclusion of the corporate opportunity waiver in our amended and restated certificate of incorporation provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates. However, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. The different timelines of competing business combinations could cause our directors and officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders best interest, which could negatively impact the timing for a business combination. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, other blank check companies prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to other blank check companies with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. In particular, the same parent entity of our sponsor is currently sponsoring other blank check companies, Graf III and Graf IV. Each of Graf III and Graf IV may seek to complete a business combination in any location and any industry. Further, each of our officers and directors are also serving as officers and directors of Graf III and Graf IV, and may have similar responsibilities in subsequent Graf-affiliated SPACs, and Mr. Graf is also serving as an independent director of Catcha Investment Corp. Any such companies, including Graf III and Graf IV, may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any such potential conflicts with Graf III or Graf IV would materially affect our ability to complete our initial business combination because we are not limited by industry or geography in terms of the acquisition opportunities we can pursue and Graf III and Graf IV differ in size from this offering and therefore different business combination opportunities that require more or less capital might be appropriate for us and not Graf III or Graf IV. Corporate Information Our executive offices are located at 1790 Hughes Landing Blvd., Suite 400, The Woodlands, Texas 77380, and our telephone number is (346) 442-0819. We intend to maintain a corporate website at grafacq.com. The information contained on or accessible through any website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. TABLE OF CONTENTS In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the prior June 30th, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals to or exceeds $700 million as of the prior June 30th. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001818550_incordex_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001818550_incordex_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3e28c6c82f04be46f58d5491e61fbbd9d1567fc3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001818550_incordex_prospectus_summary.txt
@@ -0,0 +1,7 @@
+PROSPECTUS SUMMARY
+ 
+ AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, WE, US, OUR, AND INCORDEX CORP. REFERS TO INCORDEX CORP. BECAUSE THIS IS A SUMMARY, IT MAY NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.
+ 
+ Cautionary Note on Forward-Looking Statements
+ 
+ This prospectus contains forward-looking statements, which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, should, expects, plans, anticipates, believes, estimates, predicts, potential, or continue or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001818880_glenfarne_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001818880_glenfarne_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8a2b12f8daeff4cddeaa029686a42a7d31182987
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001818880_glenfarne_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to:
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001819035_metromile_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001819035_metromile_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b51a5a25948dc2bfe14fec7654a4f45fe9bbe679
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001819035_metromile_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information appearing in this prospectus. Because it is a summary, it may not contain all of the information that may be important to you. To understand this offering fully, you should read this entire prospectus carefully, including the information set forth in the sections entitled Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, Unaudited Pro Forma Condensed Combined Financial Information, Business and the consolidated financial statements and related notes included elsewhere in this prospectus before making an investment decision. The Company We started Metromile based on the simple observation that the physical world is being increasingly digitized, that this digital data can be used to better estimate the future, and that the best opportunity to create value for everyday customers in an increasingly predictable world is to reinvent insurance, one of the largest and most important global markets. At its core, insurance financially protects the insured customer from the occurrence of specific future events. If these events can be more accurately estimated, using data and data science, then the insurance provided can be more accurately priced lower likelihood events would cause the price of insurance to go down and higher likelihood events would cause the price of insurance to go up. The proliferation of sensor data, from cars, mobile phones, and elsewhere, means we have a greater ability to estimate the likelihood of future events and, thus, help many customers who are overpaying for insurance save money. We founded Metromile in 2011 to realize this opportunity and tackle the broken auto insurance industry. With data science as our foundation, we offer our insurance customers real time, personalized auto insurance policies, priced and billed by the mile, with rates based on precisely how and how much they actually drive, instead of using the industry standard approximations and estimates that make prices unfair for most customers. Background We were originally known as INSU Acquisition Corp. II. On February 9, 2021, INSU consummated the Merger with Legacy Metromile pursuant to the Merger Agreement dated as of November 24, 2020, as amended on January 12, 2021, and further amended on February 8, 2021, by and among INSU, Merger Sub and Legacy Metromile. In connection with the Closing of the Merger, INSU changed its name to Metromile, Inc. Legacy Metromile was deemed to be the accounting acquirer in the Merger based on an analysis of the criteria outlined in Accounting Standards Codification 805. While INSU was the legal acquirer in the Merger, because Legacy Metromile was deemed the accounting acquirer, the historical financial statements of Legacy Metromile became the historical financial statements of the combined company, upon the consummation of the Merger. At the effective time of the Merger (the Effective Time ), by virtue of the Merger and without any action on the part of INSU, Merger Sub, Legacy Metromile or the holders of any of the Company s or Legacy Metromile s securities: a) Each Legacy Metromile Preferred Share issued and outstanding immediately prior to the Effective Time was automatically converted into a number of shares of common stock, par value $0.0001 per share, of Legacy Metromile ( Legacy Metromile Common Shares ) at the then-effective conversion rate as calculated pursuant to the terms of the organizational documents of Legacy Metromile (the Preferred Stock Conversion ). Legacy Metromile Preferred Shares means, collectively, Legacy Metromile Series A Convertible Preferred Stock, Legacy Metromile Series B Convertible Preferred Stock, Legacy Metromile Series C Convertible Preferred Stock, Legacy Metromile Junior Convertible Preferred Stock, Legacy Metromile Series D Convertible Preferred Stock, Legacy Metromile Series E Convertible Preferred Stock and Legacy Metromile E-1 Convertible Preferred Stock. 1 Table of Contents b) Each Legacy Metromile Common Share that was issued and outstanding immediately prior to the Effective Time (excluding any Legacy Metromile Common Shares subject to forfeiture restrictions or other restrictions issued pursuant to an award granted under the Legacy Metromile Option Plan ( Legacy Metromile Restricted Shares )), following the Preferred Stock Conversion, was converted into the right to receive the following: i. for holders of such Legacy Metromile Common Shares that made a proper and timely election to receive cash with respect to such Legacy Metromile Common Share (a Cash Election and each such share, a Cash Electing Share ), (A) an amount in cash equal to the product of (1) approximately $10.1548 (the Per Share Merger Consideration Value ) and (2) a fraction, the numerator of which is $32,000,000 and the denominator of which is the Per Share Merger Consideration Value multiplied by the number of cash electing shares (such fraction, the Cash Fraction ) and (B) a number of validly issued, fully paid and nonassessable shares of Common Stock equal to the product of, (1) approximately 1.01548 (the Per Share Stock Consideration ) and (2) one minus the Cash Fraction; and ii. for holders of such Legacy Metromile Common Shares that made a proper election to receive shares of Common Stock or did not make any election (a Stock Election and each such share, a Stock Electing Share ), the Per Share Stock Consideration Restricted Shares. c) 17,000,000 shares of Common Stock were issued and sold for $10.00 per share and an aggregate purchase price of $170.0 million pursuant to certain subscription agreements related thereto (the Subscription Agreements ), executed concurrently with the Merger Agreement (the PIPE Investment ). d) 1,177,000 shares of the Class B Common Stock, par value $0.0001 per share, of INSU ( INSU Class B Common Stock ) were cancelled, transfer restrictions were placed on 5,100,334 shares of INSU Class B Common Stock in accordance with the terms of the Sponsor Share Cancellation and Vesting Agreement, dated as of November 24, 2020, by and among INSU, Insurance Acquisition Sponsor II, LLC, a Delaware limited liability company ( INSU Sponsor ) and Dioptra Advisors II, LLC, a Delaware limited liability company (together with INSU Sponsor, the Sponsor ) and 6,669,667 shares of INSU Class B Common Stock were converted into 6,669,667 shares of Common Stock in connection with the Merger in accordance with the terms of the Merger Agreement. The transfer restrictions on 2,550,167 shares held by the Sponsor shall be removed when the Common Stock price is greater than $15.00 per share for any period of 20 trading days out of 30 consecutive trading days, and 2,550,167 shares held by the Sponsor shall have the applicable transfer restrictions removed when the Common Stock price is greater than $17.00 per share for any period of 20 trading days out of 30 consecutive trading days. e) Each issued and outstanding share of common stock, par value $0.0001 per share, of Merger Sub was converted into and became one validly issued, fully paid and nonassessable share of common stock of Legacy Metromile. f) All Legacy Metromile Common Shares held in the treasury of Legacy Metromile or owned by INSU or Merger Sub immediately prior to the Effective Time (each, an Excluded Share ) were canceled without any conversion thereof and no payment or distribution was made with respect thereto. g) Each option to receive Legacy Metromile Common Shares that was vested and outstanding as of the Effective Time ( Vested Legacy Metromile Options ) was automatically converted into a number of restricted stock units denominated in shares of Common Stock (each, a Vested RSU ) equal to (A) the excess, if any, of (i) the Per Share Merger Consideration Value over (ii) the exercise price per Legacy Metromile Common Share subject to such Vested Legacy Metromile Option, multiplied by (B) the number of Legacy Metromile Common Shares subject to such Metromile Option (the Aggregate Option Spread ), divided by the Reference Price (rounded down to the nearest whole share). 2 Table of Contents h) Each Legacy Metromile Restricted Share was automatically converted into a number of options to purchase shares of Common Stock (each, a Converted Option ), equal to the product (rounded down to the nearest whole share) of (A) the total number of Legacy Metromile Common Shares subject to such Unvested Legacy Metromile Option immediately prior to the Effective Time multiplied by (B) the Per Share Merger Consideration Value divided by the Reference Price (the Per Share Stock Consideration ), and the exercise price per share of Common Stock equals the quotient (with the result rounded up to the nearest whole cent) of (A) the exercise price per Legacy Metromile Common Share of such Unvested Legacy Metromile Option immediately prior to the Effective Time divided by (B) the Per Share Stock Consideration. Each such Converted Option is subject to the same terms and conditions, including the applicable vesting schedule, as applied to the corresponding Unvested Legacy Metromile Option immediately prior to the Effective Time. i) Each share of Legacy Metromile Common Stock that was subject to forfeiture restrictions or other restrictions issued pursuant to an award granted under the Legacy Metromile Option Plan ( Legacy Metromile Restricted Shares ) was converted into Company Common Stock that is subject to the terms and conditions giving rise to a substantial risk of forfeiture that applied to such Legacy Metromile Restricted Shares immediately prior to the Effective Time to the extent consistent with the terms of such Legacy Metromile Restricted Shares. j) Each Legacy Metromile warrant outstanding at the Effective Time was exercised into a number of Legacy Metromile Common Shares in accordance with the terms of the warrant agreement amendment applicable to such warrant and the information set forth in the merger payment schedule delivered prior to the Closing Date pursuant to the Merger Agreement. k) If at any time during the 24 months following the Closing the closing share price of the Company Common Stock is greater than $15.00 over any 20 trading days within any 30 trading day period, a total of 10,000,000 newly issued shares of Common Stock ( Additional Shares ) will be payable to Legacy Metromile stockholders and holders of Vested Legacy Metromile Options (the Earnout Participants ), as of immediately prior to the Effective Time based on the proportion of (A) each Earnout Participant s aggregate number of (i) Legacy Metromile Shares held as of immediately prior to the Effective Time, excluding, for this purpose, any Legacy Metromile Restricted Shares plus (ii) the number of Vested RSU Equivalents (as defined below) calculated as of immediately prior to the Effective Time, as compared to the sum of (B)(i) Legacy Metromile Shares excluding, for this purpose any Company Restricted Shares and (ii) Vested RSU Equivalents held by Earnout Participants in the aggregate as of immediately prior to the Effective Time (the Pro Rata Share ). Vested RSU Equivalents means, with respect to each holder of Vested Metromile Options, as of the determination date, a number of shares equal to such holder s Aggregate Option Spread divided by the Per Share Merger Consideration Value, rounded down to the nearest whole share. The Additional Shares may be also become payable upon certain acceleration or change of control events. Pursuant to our prior amended and restated certificate of incorporation, as amended, each share of INSU Class B Common Stock converted into one share of INSU s Class A Common Stock, par value $0.0001 per share (the INSU Class A Common Stock ), at the Closing. After the Closing and following the effectiveness of our second amended and restated certificate of incorporation (the Certificate of Incorporation ), each share of INSU Class A Common Stock was automatically reclassified, redesignated and changed into one validly issued, fully paid and non-assessable share of Common Stock, without any further action by us or any stockholder. Our Common Stock and Public Warrants are currently listed on Nasdaq under the symbols MILE and MILEW, respectively. The rights of holders of our Common Stock and Warrants are governed by our Certificate of Incorporation, our amended and restated bylaws (the Bylaws ) and the Delaware General Corporation Law (the DGCL ), and, in the case of the Warrants, the Warrant Agreement, dated September 2, 2020 (the Warrant Agreement ), between INSU and Continental Stock Transfer & Trust Company, as the warrant agent. See the sections entitled Description of our Securities and Certain Relationships and Related Party Transactions. 3 Table of Contents Risks Associated with Our Business Our ability to implement our business strategy is subject to numerous risks that you should be aware of before making an investment decision. These risks are described more fully in the section entitled Risk Factors, immediately following this prospectus summary. These risks include the following, among others: We have a history of net losses and could continue to incur substantial net losses in the future. We may lose existing customers or fail to acquire new customers. We may require additional capital to support business growth or to satisfy our regulatory capital and surplus requirements, and this capital might not be available on acceptable terms, if at all. The COVID-19 pandemic has caused disruption to our operations and may negatively impact our business, key metrics, and results of operations in numerous ways that remain unpredictable. We rely on telematics, mobile technology and its digital platform to collect data points that we evaluate in pricing and underwriting insurance policies, managing claims and customer support, and improving business processes. To the extent regulators prohibit or restrict this collection or use of this data, our business could be harmed. Regulatory changes may limit our ability to develop or implement our telematics-based pricing model and/or may eliminate or restrict the confidentiality of our proprietary technology. We expect a number of factors to cause its results of operations to fluctuate on a quarterly and annual basis, which may make it difficult to predict future performance. Denial of claims or our failure to accurately and timely pay claims could materially and adversely affect our business, financial condition, results of operations, brand and prospects. Unexpected increases in the frequency or severity of claims may adversely affect our results of operations and financial condition. Failure to maintain our risk-based capital at the required levels could adversely affect our ability to maintain regulatory authority to conduct our business. We are subject to stringent and changing privacy and data security laws, regulations, and standards related to data privacy and security. Our actual or perceived failure to comply with such obligations could harm our reputation, subject us to significant fines and liability, or adversely affect our business. If we are unable to underwrite risks accurately or charge competitive yet profitable rates to our customers, our business, results of operations and financial condition will be adversely affected. Litigation and legal proceedings filed by or against us and our subsidiaries could have a material adverse effect on our business, results of operations and financial condition. The insurance business, including the market for automobile, renters and homeowners insurance, is historically cyclical in nature, and we may experience periods with excess underwriting capacity and unfavorable premium rates, which could adversely affect our business. We are subject to extensive regulation and potential further restrictive regulation may increase our operating costs and limit our growth. Our actual incurred losses may be greater than our loss and loss adjustment expense reserves, which could have a material adverse effect on our financial condition and results of operations. Corporate Information INSU, which was incorporated in the State of Delaware in October 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving INSU and one or more businesses. INSU completed its initial public offering (the IPO ) in September 2020. In February 2021, Merger Sub merged with and into Legacy Metromile, with Legacy Metromile surviving the 4 Table of Contents merger as a wholly owned subsidiary of INSU. In connection with the Merger, we changed our name to Metromile, Inc. Our principal executive offices are located at 425 Market Street #700, San Francisco, CA 94105. Our telephone number is (888) 242-5204. Our website address is www.metromile.com. Information contained on our website or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part. Implications of Being an Emerging Growth Company and a Smaller Reporting Company We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). We will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of our first fiscal year following the fifth anniversary of INSU s IPO, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.07 billion, (c) the date on which we are deemed to be a large accelerated filer under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years. We are also a smaller reporting company as defined in the Securities and Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of our Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter. As a result, the information in this prospectus and that we provide to our investors in the future may be different than what you might receive from other public reporting companies. 5 Table of Contents THE OFFERING Issuer Metromile, Inc. (formerly known as INSU Acquisition Corp. II) Issuance of Common Stock Shares of Common Stock Offered by the Company 7,846,666 shares of Common Stock, including shares of Common Stock issuable upon exercise of the Warrants, consisting of (i) 180,000 shares of Common Stock that are issuable upon the exercise of 180,000 Placement Warrants by the holders thereof; and (ii) 7,666,666 shares of Common Stock that are issuable upon the exercise of 7,666,666 Public Warrants. Shares of Common Stock Outstanding Prior to Exercise of All Warrants 126,065,460 shares (as of March 25, 2021). Shares of Common Stock Outstanding Assuming Exercise of All Warrants 133,912,126 shares (based on total shares outstanding as of March 25, 2021). Exercise Price of Warrants $11.50 per share, subject to adjustment as described herein. Use of Proceeds We will receive up to an aggregate of approximately $90.2 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We expect to use the net proceeds from the exercise of the Warrants for general corporate purposes. See the section entitled Use of Proceeds. Resale of Common Stock and Warrants Shares of Common Stock Offered by the Selling Securityholders 50,828,643 shares of Common Stock (including up to 180,000 shares of Common Stock that may be issued upon exercise of the Placement Warrants and 2,764,217 shares of Common Stock issuable as Additional Shares). Warrants Offered by the Selling Securityholders 180,000 Placement Warrants. Redemption The Warrants are redeemable in certain circumstances. See the section entitled Description of our Securities Warrants for further discussion. Use of Proceeds We will not receive any proceeds from the sale of shares of Common Stock or Warrants by the Selling Securityholders. Lock-Up Restrictions Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods. See the section entitled Certain Relationships and Related Party Transactions for further discussion. Market for Common Stock and Warrants Our Common Stock and Public Warrants are currently traded on Nasdaq under the symbols MILE and MILEW, respectively.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001819584_volta-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001819584_volta-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..37dd57af72155771e59983e11d0c31b7166e9c2c
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001819584_volta-inc_prospectus_summary.txt
@@ -0,0 +1,259 @@
+PROSPECTUS SUMMARY
+
+ 
+ 
+ 
+ 8
+
+ 
+ 
+
+ 
+ 
+ RISK FACTORS
+
+ 
+ 
+ 
+ 14
+
+ 
+ 
+
+ 
+ 
+ USE OF PROCEEDS
+
+ 
+ 
+ 
+ 54
+
+ 
+ 
+
+ 
+ 
+ DETERMINATION OF OFFERING PRICE
+
+ 
+ 
+ 
+ 54
+
+ 
+ 
+
+ 
+ 
+ MARKET INFORMATION FOR CLASS A STOCK AND DIVIDEND POLICY
+
+ 
+ 
+ 
+ 55
+
+ 
+ 
+
+ 
+ 
+ SELECTED HISTORICAL FINANCIAL DATA OF VOLTA
+
+ 
+ 
+ 
+ 56
+
+ 
+ 
+
+ 
+ 
+ UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
+
+ 
+ 
+ 
+ 58
+
+ 
+ 
+
+ 
+ 
+ MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
+OF OPERATIONS
+
+ 
+ 
+ 
+ 74
+
+ 
+ 
+
+ 
+ 
+ BUSINESS
+
+ 
+ 
+ 
+ 101
+
+ 
+ 
+
+ 
+ 
+ MANAGEMENT
+
+ 
+ 
+ 
+ 118
+
+ 
+ 
+
+ 
+ 
+ EXECUTIVE COMPENSATION
+
+ 
+ 
+ 
+ 125
+
+ 
+ 
+
+ 
+ 
+ CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+
+ 
+ 
+ 
+ 134
+
+ 
+ 
+
+ 
+ 
+ PRINCIPAL SECURITYHOLDERS
+
+ 
+ 
+ 
+ 142
+
+ 
+ 
+
+ 
+ 
+ SELLING SECURITYHOLDERS
+
+ 
+ 
+ 
+ 144
+
+ 
+ 
+
+ 
+ 
+ DESCRIPTION OF SECURITIES
+
+ 
+ 
+ 
+ 153
+
+ 
+ 
+
+ 
+ 
+ PLAN OF DISTRIBUTION
+
+ 
+ 
+ 
+ 161
+
+ 
+ 
+
+ 
+ 
+ CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
+
+ 
+ 
+ 
+ 164
+
+ 
+ 
+
+ 
+ 
+ LEGAL MATTERS
+
+ 
+ 
+ 
+ 170
+
+ 
+ 
+
+ 
+ 
+ EXPERTS
+
+ 
+ 
+ 
+ 170
+
+ 
+ 
+
+ 
+ 
+ WHERE YOU CAN FIND MORE INFORMATION
+
+ 
+ 
+ 
+ 170
+
+ 
+ 
+
+ 
+ 
+ INDEX TO FINANCIAL STATEMENTS
+
+ 
+ 
+ 
+ F-1
+
+ 
+ 
+
+ 
+ You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor the Selling Securityholders have authorized anyone to provide you with different information. Neither we nor the Selling Securityholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus, any applicable prospectus supplement or any documents incorporated by reference is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed.
+
+ 
+
+ i
+
+ Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001819881_paya_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001819881_paya_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8d864e052daf244b9e0e4d9132a2ef6c38e4031d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001819881_paya_prospectus_summary.txt
@@ -0,0 +1 @@
+SUMMARY OF THE PROSPECTUS 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001821440_caliber_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001821440_caliber_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001821440_caliber_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001821812_stratim_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001821812_stratim_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7c6d76dcea87f6836ae8c350dae52a0a5ca29ae4
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001821812_stratim_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to our certificate of incorporation to be in effect upon the completion of this offering; BofA are to BofA Securities, Inc., a representative of the underwriters in this offering; Cowen are to Cowen and Company, LLC, a representative of the underwriters in this offering; common stock are to our Class A common stock and our Class B common stock; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; directors are to our current directors and director nominees named in this prospectus; equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; founders refer to Stratim Cloud Acquisition, LLC, Sreekanth Ravi, and Zachary Abrams, collectively; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of our Class A common stock issued upon the automatic conversion thereof at the time of our initial business combination as provided herein; initial stockholders are to our sponsor and other holders of our founder shares prior to this offering (if any); management or our management team are to our officers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a public stockholder shall only exist with respect to such public shares; specified future issuance are to any issuances of a class of equity or equity-linked securities that we may determine to make in connection with financing our initial business combination; sponsor are to Stratim Cloud Acquisition, LLC, a Delaware limited liability company, in which each of our officers and directors is, directly or indirectly, a member; warrants are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and the private placement warrants; and we, us, our, company or our company are to Stratim Cloud Acquisition Corp., a Delaware corporation. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture by our sponsor of 937,500 founder shares. 1 Table of Contents OVERVIEW We are a newly organized blank check company incorporated on July 29, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. While efforts to identify a target business may span many industries, our focus will be predominantly within the technology industry and specifically on: (i) cloud infrastructure software; (ii) software as a service (SaaS) consumer and enterprise applications; and (iii) security software. Software Continues Unabated Growth Netscape founder and Venture Capitalist Marc Andreessen coined the phrase Software is Eating the World in a 2011 Wall Street Journal article. This phrase is even more relevant today. Software has expanded into every aspect of life, from how we work and run companies to how we shop, socialize, and address most daily needs. As people transition to a more contactless world in the era of COVID-19, software adoption has broadened, and growth has accelerated. Software is not only eating the world but leading and evolving it. Limited Liquidity Events for Technology Investors While software penetrates the world at an increasing rate, liquidity events for software companies through a company sale or an initial public offering ( IPO ) have not kept up. According to Pitchbook, total software private funding in amounts over $25 million increased from 243 deals with a total of $15.0 billion of capital raised in 2015 to 492 deals with a total of $45.7 billion of capital raised in 2020. The number of software M&A deals in 2020 less than $2 billion in transaction value was 727, reduced from the 2015 number of 989. The time software companies are taking to IPO has increased, in part due to increasing regulatory costs and availability of private capital. According to SDC Platinum, in 2015 it took software companies filing on U.S. public marketplaces an average of 7.9 years to IPO after being founded, whereas for IPOs in 2020 it took an average of 12.1 years. Companies are waiting longer to raise capital in the public markets, resulting in companies with higher market valuations and larger deal sizes at the time of their IPO. According to PitchBook, the median market capitalization of a U.S. software IPO over $50 million increased from approximately $840 million in 2015 to approximately $1.2 billion in 2020, and the median IPO deal size has increased from approximately $115 million in 2015 to over $231 million in 2020. We believe that this trend of fewer liquidity events for mid-size software companies creates an opportunity for these companies to exit via a SPAC and complete a business combination with us. At the same time, these private software companies have raised more capital than ever from investors ranging from angel syndicates and venture firms to strategic investors and large mutual and sovereign wealth funds. The time horizon of these investors varies dramatically. The unique flexibility of the special purpose acquisition company ( SPAC ) market can accomplish the liquidity objectives of early stage and limited horizon investors, while allowing long term holders to maintain their stake in a public company. Experienced Management Team Our management team includes prominent leaders with a proven track record in the software industry, who are well positioned to identify and evaluate businesses within various sectors that would benefit from their experience, skills and access to the public markets. This team offers extensive experience growing, operating, investing in and acquiring companies at the forefront of key technology trends, while also navigating the capital markets to enhance value. Our team also brings a deep network of longstanding relationships across the technology industry, from senior executives to service providers to venture and private equity investors. This is expected to drive proprietary deal flow and access to unique opportunities. Our management team is spearheaded by our Chief Executive Officer, Mr. Sreekanth Ravi, and our Chief Strategy Officer and Chief Financial Officer, Mr. Zachary Abrams. Sreekanth Ravi Sreekanth Ravi has been Chairman of our board of directors and our Chief Executive Officer since August 2020. Mr. Ravi has over 29 years of experience working in software and the broader technology industry. He has founded five technology companies, most notably SonicWALL, which was acquired by Dell for $1.25 billion dollars on 2 Table of Contents May 9, 2012. Mr. Ravi and his brother, Sudhakar Ravi, founded SonicWALL in 1991 and under his leadership, the company introduced over 30 unique technologies and shipped more than 1.5 million products to customers worldwide. As Mr. Ravi was developing his IT infrastructure, he observed that the industry had no affordable internet security devices for small to midsize enterprises. Seeing a unique opportunity, he guided his company into this emerging market opportunity and introduced the first SonicWALL security appliances in 1997. The new line of security appliances experienced rapid growth and the company generated substantial profitability. In November 1999, Mr. Ravi and the other investors took the company public, raising $64.4 million for the company and selling stockholders. One week following the IPO, Wall Street valued SonicWALL at approximately $1 billion. Mr. Ravi and his team followed with a secondary public offering in March 2000, which raised an additional $350 million. Following the success of SonicWALL, in 2004, Mr. Ravi once again teamed up with his brother to co-found Code Green Networks, a provider of data protection solutions targeting large enterprises such as banks and healthcare. Code Green was sold in 2015. Mr. Ravi has also co-founded RSquared AI, Tely, and Generation Systems. Zachary Abrams Zachary Abrams has been our Chief Strategy Officer and Chief Financial Officer, as well as a member of our board of directors, since August 2020. Mr. Abrams has over 20 years of experience in corporate strategy, mergers & acquisitions and investment management. He is currently the managing partner of Stratim Capital, a late stage venture firm focused on acquiring concentrated positions in technology companies via the secondary market. The firm partners with senior management to provide liquidity solutions for founders and early shareholders and then provides ongoing critical strategic advice regarding M&A and corporate financing activities. In 2014, Mr. Abrams led the buyout of Rio SEO from Covario, Inc. and subsequently served as its CFO for three years. The company was then merged with Binary Fountain in 2018 and Stratim Capital exited its position in 2020 in a sale to Press Ganey for a 7.1x return. Since 2010, Stratim Capital has generated over a 2x return on called capital and over a 20% IRR for its limited partners. Mr. Abrams has invested in such technology leaders such as eHealth.com, MongoDB, Everquote, Netscaler, Yodle, Binary Fountain (acquired by Press Ganey) and others. Mr. Abrams started his career in the Financial Management Program at GE, then served on the Corporate Audit Staff at GE Capital where he focused on financial audits and M&A due diligence. He completed two transactions over $1 billion and eight financial reviews of businesses with assets in excess of $2 billion each. Mr. Abrams then served as a technology investment banker at Merrill Lynch and Bear Stearns where he focused primarily on M&A and corporate finance for companies in the network infrastructure and security software sectors. During his investment banking career, Mr. Abrams executed 45 M&A and financing transactions with aggregate value in excess of $10 billion. Prior to founding Stratim Capital, Mr. Abrams was one of two founding partners of Lake Street Capital, a private equity firm focused on acquiring direct equity interests in the secondary market, where he led the firm s due diligence and execution efforts. Previously, Mr. Abrams was Vice President of Corporate and Business Development at SonicWALL, Inc., where he worked with Sreekanth. In this capacity, he led the company s OEM and licensing division as well as managed the business development and M&A groups and served on the Operating Committee. Board of Directors In addition to our experienced management team, an important advantage to our company is the board of directors consisting of successful technology chief executive and chief financial officers with experience acquiring and managing public companies. Further, two out of our three board member nominees have direct SPAC experience. Scott Wagner Scott Wagner has agreed to serve on our board of directors following the completion of this offering. Mr. Wagner is a Director of the TWC Tech Holdings II Corporation SPAC. Mr. Wagner served as Chief Executive Officer and director of GoDaddy (NYSE: GDDY) from 2017 to 2019, and prior to that, as President/Chief Operations Officer/Chief Financial Officer from 2012 to 2017. During Mr. Wagner s tenure, GoDaddy evolved from its successful founding as the leading domain name registrar in the United States into a global software-as-a-service (SaaS) company, capable of helping everyday entrepreneurs start, create, grow and manage their ideas successfully. Mr. Wagner was instrumental in the process of taking GoDaddy public in 2015. Prior to GoDaddy, Mr. Wagner was with KKR, a global investment manager, which he joined in 2000. At KKR, Mr. Wagner was a founding member and helped lead the Capstone value creation team, which worked with KKR investment companies to grow and improve. Prior to joining KKR, Mr. Wagner worked with the Boston Consulting Group in Chicago and Madrid from 1992 to 1995. He holds a B.A. in Economics with distinction, magna cum laude, from Yale University and an M.B.A. from Harvard Business School. 3 Table of Contents Laurence Katz Laurence Katz has agreed to serve on our board of directors following the completion of this offering. Mr. Katz has more than 25 years of financial and operating experience in the enterprise software, financial services and entertainment industries. Mr. Katz is currently an independent consultant to technology companies. Mr. Katz served as Executive Vice President and Chief Financial Officer of Genesys, a global enterprise software company, from 2017 to 2019. During his tenure, Genesys evolved from its founding as an on-premise software company into a leading global provider of customer experience software-as-a -service. Prior to Genesys, Mr. Katz spent over 15 years as a Managing Director at JPMorgan Chase and its predecessor companies (2001-2016). During his years at JPMorgan Chase, he held a diverse range of senior operating and financial management roles, including Chief Administrative Officer for the Chase Merchant Services division, Chief Financial Officer for the JP Morgan Treasury Services division, and co-head of Corporate Financial Planning and Analysis. Earlier in his career, Mr. Katz served in the strategic planning group at The Walt Disney Company (1991-1994) and as a strategy consultant at Bain and Company (1990). Mr. Katz has a B.A. in Political Science from Yale University and an M.B.A. from Harvard Business School. Doug Bergeron Doug Bergeron has agreed to serve on our board of directors following the completion of this offering. Mr. Bergeron is the current Chief Executive Officer of the Hudson Executive Investment Corp., a SPAC affiliated with Hudson Executive Capital ( HEC ), a hedge fund focused on improving value and performance in small and mid-cap public and private companies, and is the Co-Managing Partner of HEC. Prior to joining HEC, Mr. Bergeron founded DGB Investments, a diversified holding company of technology investments, in 2013. Mr. Bergeron s experience in technology spans over 35 years, including 12 years as the Chief Executive Officer of Verifone Systems, Inc., or Verifone, a provider of technology for electronic payment transactions and value-added services at the point-of-sale. In 2001, Mr. Bergeron led the acquisition of Verifone, in partnership with the private equity firm The Gores Group, and was named Verifone s Chief Executive Officer. The following year, Mr. Bergeron partnered with GTCR, another private equity firm, to acquire Verifone from The Gores Group, and continued to lead the company. Over this time, Verifone went from sales of under $300 million in 2002 to over $2 billion in 2013 and enterprise value grew to exceed $5 billion. Mr. Bergeron grew Verifone organically as well as through accretive, value-enhancing acquisitions and strategic partnerships. Prior to leading Verifone, Mr. Bergeron held many senior roles at SunGard Data Systems and rose to become Chief Executive Officer of SunGard Brokerage Systems Group and President of SunGard Futures Systems, which provided software and services to a variety of trading institutions, banks, futures brokerages, derivatives exchanges and clearing and settlement services providers. Mr. Bergeron has a Master of Science from University of Southern California, and a Bachelor of Arts in Computer Science from York University. Advisory Board We have established an advisory board, the role and functions of which will be determined by our board of directors from time to time. We currently expect our advisory board to, upon the request of the directors, provide its business insights (i) in sourcing potential business combination targets, (ii) when we assess potential business combination targets and (iii) as we work to create additional value in the business or businesses that we acquire. The role of the advisory board is consultative in nature to support our directors and officers in operating our business, and it will not perform managerial board or committee functions. Members of the advisory board will not be subject to the fiduciary requirements to which our board of directors are subject, nor will advisory board members have any internal voting or decision making role, or any authority to act on our behalf. The board of directors is not required to follow any advice, comments or recommendations of the advisory board in relation to the matters described herein. We have not entered into any agreements governing our relationship with any members of our advisory board, and we may modify or expand our roster of advisory board members as we source potential business combination targets or work to create value in the business or businesses that we acquire. Wendell Brooks Wendell Brooks has agreed to serve on our advisory board following the completion of this offering. Mr. Brooks was the Senior Vice President & President of Intel Capital from September 2014 through August 2020. At Intel Capital, Mr. Brooks led investments in innovative technology startups and companies worldwide. Previously, he was a Managing Director at Allen & Company from 2008 to 2014. Mr. Brooks was a Managing Director and the Head of European TMT 4 Table of Contents Investment Banking at Citi from 1993 to 2008. Mr. Brooks holds a Bachelor of Science in Engineering from University of Michigan and an MBA from the University of Chicago Graduate School of Business. John Wagner John Wagner has agreed to serve on our advisory board following the completion of this offering. Mr. Wagner has served as Chief Financial Officer of EverQuote (Nasdaq: EVER), an online insurance marketplace, since 2014. Prior to EverQuote, Mr. Wagner served as Chief Financial Officer of NuoDB, a database company, from 2012 to 2014. Mr. Wagner is an experienced executive with more than two decades of operational and strategic financial leadership roles at software-as-a-service, internet and technology services companies. Mr. Wagner has extensive experience with private and public capital raising, business acquisitions, and scaling financial operations to support high growth and the transition to operating as a public company. In addition to the initial public offering of EverQuote in 2018, Mr. Wagner was instrumental in the initial public offerings of Carbonite, a cloud back up provider, in 2010 and Constant Contact, a software-as-a-service marketing solutions company, in 2007. Mr. Wagner began his career with the firm of Arthur Andersen and is a Certified Public Accountant. Mr. Wagner holds an undergraduate degree in accounting and information systems from University of Massachusetts Isenberg School of Management and an MBA from Boston University. Strategy and Competitive Strengths The combined capabilities of Mr. Ravi and Mr. Abrams, in addition to our private equity, venture capital, and entrepreneur network, will allow us to effectively source, analyze, and execute a high-quality initial business combination with a leading high growth company at attractive terms. While we may pursue an initial business combination target in any industry or geographic location, we intend to focus our search on software companies in the United States. We plan to look for a leading cloud infrastructure, SaaS, or security software company valued between $800 million and $2 billion. By employing our management team s industry skills, experience, and extensive personal network, we can add substantial value to an acquired company which will enable us to be the preferred M&A partner. Our competitive strengths include: 1. Proven experience identifying and capitalizing on major tech trends Through decades of experience across multiple technology sectors, our team has unique insight into several important trends and has demonstrated a track record of enhancing value based on those insights. Sreekanth Ravi was a pioneer in identifying the need for network & data security solutions with SonicWALL and Code Green Networks, for cloud-based video solutions with Tely and, more recently, for AI enabled workforce analytics tools with RSquared AI. Each of these companies were at the forefront of business segments that grew to become billion-dollar-plus markets. Furthermore, Zachary Abrams started a Retail 3.0 fund in 2011 to highlight companies focused on enabling technologies in the e-commerce segment. The firm s Cloud fund was launched in late 2016, identifying the migration of enterprises from on-premise applications to cloud infrastructure. One of their earliest investments identified the hybrid cloud opportunity, which has now become the standard among largest enterprises. 2. Deep experience operating, managing & growing technology companies Our management team has demonstrated the ability to operate and efficiently grow leading technology companies. This includes evaluating senior management, business strategies, and measurement systems to ensure technology human capital investments are allocated to maximize long-term shareholder value and ample capital is available to achieve market leadership. We are also capable of recruiting top talent and utilizing our proprietary network to be a competitive advantage for our combination target. We believe this expertise and strong industry reputation position us to be an attractive partner to venture capital and private equity portfolio companies. 3. Robust network enables strong sourcing capabilities Our extensive network of contacts will provide us with access to significant deal flow, including private equity and venture capital sponsors, executives and board members of public and private companies, merger and acquisition advisory firms, investment banks, capital markets desks, lenders, lawyers, accountants, and other financial intermediaries. Our collective experience and track record will give us a competitive advantage in achieving a successful business combination. 5 Table of Contents 4. Significant track record executing M&A transactions Collectively, members of our board of directors have participated in over 25 M&A transactions, focused in cloud infrastructure, SaaS, or security software companies. Our team is uniquely qualified to identify leaders within high growth market sectors, to make a compelling partnership case to executive management, to conduct the proper level of due diligence, and to execute the transaction with minimal risk and attractive terms for its investors. Investment Criteria The maturity and judgment of our management team and advisors will guide our acquisition process. When evaluating candidate companies, we expect to use the following non-exclusive criteria for determining opportunities: 1. Software focused Our team has an accomplished track record and deep understanding of the software industry. Our management team and advisors multifaceted expertise in assessing a target s technology and company potential will be an advantage in this industry. 2. Recurring Revenue Model We intend to target companies that have a model based on recurring revenues from large and medium enterprise customers and which have demonstrated net retention rates comparable to the industry leaders. In this way, we believe our investors will benefit from future growth in company value as well as improved profitability over time. 3. Established Market Acceptance We are targeting software companies with enterprise values between $800 million and $2 billion. We believe these companies have proven technologies and market acceptance while also having substantial growth ahead of them. 4. Strong Management Team that can Benefit from Our Expertise We will select companies with strong leadership that has implemented a strategy to access a multi-billion dollar market opportunity and welcomes our skills in improving operations and identifying strategic technology acquisitions. In addition, we will seek companies that have financial and compliance professionals with the established financial controls and reporting processes in place necessary to be successful as a public company. Further, we intend to select companies that obtained their first investment at least five years ago, as they will tend to have investors seeing creative liquidity solutions. 5. Demonstrated Growth We will look to invest in companies that have already demonstrated profitable growth and have a large market opportunity enabling strong growth over the subsequent five years driven by a sustainable competitive advantage. 6. Ability to Couple Organic Growth with Growth through Acquisitions While we are targeting companies with large markets that can grow substantially through organic means, we will prioritize those targets that have platform opportunities to expand their addressable markets. By targeting strategic product, customer segment and technology acquisitions, our target combination can use its public currency and cash position to generate accretive transactions and benefit our combined shareholders. 7. Attractive Terms We intend to focus on a combination that gives our investors access to market-leading technologies, exceptional management and a large market opportunity at an attractive price. We believe the unique flexibility of a SPAC offers attractive terms for private companies to access the public markets and get needed liquidity for their investors and shareholders. By focusing on a partnership that achieves strong returns for all parties, we can be a preferred partner for the market s best software companies. 6 Table of Contents These criteria are important but not exhaustive. The merits of any particular initial business combination will be based on these general guidelines as well as other considerations, factors, and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission. OUR BUSINESS COMBINATION PROCESS In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information that will be made available to us. We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm, that our initial business combination is fair to our company from a financial point of view. Members of our management team may directly or indirectly own shares of our common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Our officers and directors are from time to time made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with us. Each of our officers and directors presently has, and any of them in the future may further have, fiduciary or contractual obligations to at least one other entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor these obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity and he or she determines to present the opportunity to us. For more information, see the section entitled Management Conflicts of Interest. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that, prior to the consummation of our initial business combination, we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and the director or officer is permitted to refer that opportunity to us without violating any legal obligation. Our officers and directors would continue to be subject to all other fiduciary duties owed to us and our stockholders and no other waivers of their respective fiduciary obligations have been provided to any such officers and directors. We do not have any plans to waive the fiduciary duties of our officers and directors post-business combination. Our sponsor, officers and directors (excluding independent directors) have agreed, pursuant to a letter agreement, not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 24 months after the closing of this offering or during any extended time that we have to consummate a business combination beyond 24 months as a result of a stockholder vote to amend our amended and restated certificate of incorporation (an Extension Period ). 7 Table of Contents INITIAL BUSINESS COMBINATION Nasdaq listing rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the assets held in the trust account (excluding any deferred underwriters fees and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% fair market value test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm, with respect to the satisfaction of such criteria. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. Notwithstanding the foregoing, if we are not listed on Nasdaq at the time of our initial business combination, these rules will not be applicable to us. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own or acquire shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In such cases, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% fair market value test. If our initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. CORPORATE INFORMATION Our executive offices are located at 1605 Pine Cone Circle, Incline Village, Nevada 89451, and our telephone number is (775) 318-3629. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some 8 Table of Contents investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of that fiscal year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. 9 Table of Contents THE OFFERING In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 25,000,000 units (or 28,750,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-third of one redeemable warrant to purchase one share of Class A common stock. Proposed Nasdaq symbols Units: SCAQU Class A Common Stock: SCAQ Warrants: SCAQW Trading commencement and separation of Class A common stock and warrants The units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless BofA and Cowen inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. ____________ (1) Assumes no exercise of the underwriters over-allotment option. (2) Consists solely of founder shares and includes up to 937,500 founder shares that are subject to forfeiture by our initial stockholders depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 25,000,000 public shares and 6,250,000 founder shares. 10 Table of Contents Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K. In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet of the company reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 25,000,000(1) Common stock: Number outstanding before this offering 7,187,500(2)(3) Number outstanding after this offering 31,250,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this Offering 4,666,667(1) Number of warrants to be outstanding after this offering and the private placement 13,000,000(1) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of our Class A common stock, subject to adjustment as provided herein, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Each unit in this offering is structured to contain one-third of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. 11 Table of Contents Exercise price $11.50 per whole share of Class A common stock, subject to adjustment as described herein. In addition, if we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the newly issued price ), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price, and the $18.00 per share redemption trigger price described below under Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 180% of the newly issued price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the issuance of shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC, and within 60 business days following our initial business combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided, that if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. 12 Table of Contents Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value and (B) 0.361. Please see the section entitled Description of Securities Warrants Public Stockholders Warrants for additional information. None of the private placement warrants will be redeemable by us (except as described below under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ) so long as they are held by our sponsor or its permitted transferees. 13 Table of Contents Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Commencing ninety days after the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to the table set forth under Description of Securities Warrants Public Stockholders Warrants based on the redemption date and the fair market value of our Class A common stock (as defined below) except as otherwise described in Description of Securities Warrants Public Stockholders Warrants ; upon a minimum of 30 days prior written notice of redemption; if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; and if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. The fair market value of our Class A common stock shall mean the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Stockholders Warrants for additional information. Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination. 14 Table of Contents Election and removal of directors; voting rights Prior to our initial business combination, only holders of our Class B common stock will have the right to vote on the election of directors. Holders of the Class A common stock will not be entitled to vote on the election of directors during such time. In addition, prior to our initial business combination, holders of a majority of the outstanding shares of our Class B common stock may remove a member of our board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of a majority of at least 90% of the outstanding shares of our common stock voting at a stockholder meeting. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by applicable law or stock exchange rule, holders of our Class A common stock and holders of our Class B common stock will vote together as a single class, with each share entitling the holder to one vote. Founder shares On August 14, 2020, our founders purchased an aggregate of 7,187,500 founder shares (up to 937,500 of which are subject to forfeiture by our initial stockholders depending on the extent to which the underwriters over-allotment option is exercised) for an aggregate purchase price of $25,000, or approximately $0.004 per share. Prior to the initial investment in the company of $25,000 by our founders, we had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. In August 2020 and February 2021, our sponsor transferred an aggregate of 98,000 founder shares to each of our independent director nominees, advisory board members and a certain consultant of the company at their original purchase price. If we increase or decrease the size of this offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20.0% of our issued and outstanding shares of our common stock upon the consummation of this offering. Our initial stockholders will collectively own 20.0% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). Up to 937,500 founder shares will be subject to forfeiture by our initial stockholders depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the Class B common stock have the right to vote on the election of directors and holders of a majority of the outstanding shares of our Class B common stock may remove members of our board of directors for any reason; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive: (1) their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of our initial business combination; (2) their redemption rights with respect to their founder shares and any 15 Table of Contents public shares held by them in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (3) their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our sponsor, officers and directors have agreed, pursuant to such letter agreement, to vote their founder shares and any public shares they hold in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are automatically convertible into shares of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and the holders of founder shares are entitled to registration rights. Transfer restrictions on founder shares Our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) the date on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property or (y) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination (except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). Any permitted transferees would be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. 16 Table of Contents Founder shares conversion and anti-dilution rights The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amount issued in this offering and related to the closing of our initial business combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the aggregate number of all shares of common stock outstanding upon the completion of this offering, plus the aggregate number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination (net of the number of shares of Class A common stock redeemed in connection with our initial business combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination and any private placement warrants issued to our sponsor, an affiliate of our sponsor or any of our officers or directors. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 4,666,667 private placement warrants (or 5,166,667 if the underwriters over-allotment option is exercised in full) at a price of $1.50 per warrant ($7,000,000 in the aggregate or $7,750,000 in the aggregate if the underwriters over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each private placement warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. Certain of the proceeds of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering or following any Extension Period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will not be redeemable by us (except as described below under Description of Securities Warrants Public Stockholders Warrants Redemption of Warrants for Class A common stock ) so long as they are held by our sponsor or its permitted transferees. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Our sponsor, as well as its permitted transferees, have the option to exercise the private placement warrants on a cashless basis. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). 17 Table of Contents Proceeds to be held in trust account Nasdaq listing rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000 ($10.00 per unit), or $287,500,000 ($10.00 per unit) if the underwriters over-allotment option is exercised in full (including $8,750,000 (or up to $10,062,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee, and $2.0 million will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of our initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (3) the redemption of all of our public shares if we have not completed our initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The funds held in the trust account will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof. Based upon current interest rates, we expect the trust account to generate approximately $500,000 of interest annually (assuming an interest rate of 0.20% per year). Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; 18 Table of Contents with respect to payment of taxes, any interest earned from the trust account; and any loans or additional investments from our sponsor, members of our management team or any of their affiliates or other third parties, although they are under no obligation to loan funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account. If we complete our initial business combination, we expect to repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. Up to $1,500,000 of all loans made to us may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender at the time of the business combination. The warrants would be identical to the private placement warrants issued to the initial stockholders. Conditions to completing our initial business Combination There is no limitation on our ability to raise funds privately, including pursuant to any specified future issuance, or through loans in connection with our initial business combination. Nasdaq listing rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the trust account (excluding any deferred underwriters fees and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Notwithstanding the foregoing, if we are not listed on Nasdaq at the time of our initial business combination for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% fair market value test; provided that in the event that our initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses. 19 Table of Contents Permitted purchases and other transactions with respect to our securities If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, sponsor, directors, officers, advisors or any of their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Please see Proposed Business Permitted purchases and other transaction with respect to our securities for a description of how such persons will determine from which stockholders to seek to acquire securities. There is no limit on the number of shares or warrants such persons may purchase, or any restriction on the price that they may pay. Any such price per share may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, officers, advisors or any of their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, advisors or any of their affiliates determine to undertake any such transactions, such transactions could have the effect of influencing the vote necessary to approve such transaction. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. Such persons will be restricted from making any purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (1) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information; and (2) clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Our sponsor, directors, officers, advisors or any of their affiliates will be restricted from making any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. 20 Table of Contents We would expect that any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions prior to completion of our initial business combination. See Proposed Business Permitted purchases and other transaction with respect to our securities for a description of how our sponsor, initial stockholders, directors, officers, advisors or any of their affiliates will select which stockholders to transact with in any private transaction. The purpose of any such transaction could be to (1) vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination, (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met or (3) reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such transaction may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of our initial business combination. Our other directors and officers have also entered into the letter agreement, which imposes the same obligations on them with respect to any public shares acquired by them. 21 Table of Contents Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either: (1) in connection with a stockholder meeting called to approve the business combination; or (2) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by applicable law or stock exchange listing requirements or we choose to seek stockholder approval for business or other reasons. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we will only redeem public shares so long as (after such redemptions) our net tangible assets will be at least $5,000,001, either prior to or upon consummation of an initial business combination, after payment of the deferred underwriting commission (so that we do not then become subject to the SEC s penny stock rules), or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. 22 Table of Contents If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements or we decide to obtain stockholder approval for business or other reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of our common stock voted are voted in favor of the business combination. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote their founder shares and any public shares held by them in favor of our initial business combination. We expect that at the time of any stockholder vote relating to our initial business combination, our initial stockholders and their permitted transferees will own at least 20% of our outstanding shares of common stock entitled to vote thereon. Our other directors and officers also have agreed to vote in favor of our initial business combination with respect to public shares acquired by them, if any. These voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Our amended and restated certificate of incorporation will provide that we will only redeem our public shares so long as (after such redemptions) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of an initial business combination, after payment of the deferred underwriting commission (so that we do not then become subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for working capital or other general corporate purposes; or (3) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. 23 Table of Contents Tendering stock certificates in connection with a tender offer or redemption rights We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. 24 Table of Contents Redemption rights in connection with proposed amendments to our amended and restated certificate of incorporation Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated certificate of incorporation will provide that any of its provisions (other than amendments relating to the appointment or removal of directors prior to our initial business combination, which require the approval of holders of a majority of at least 90% of the outstanding shares of our common stock voting at a stockholder meeting) related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement warrants into the trust account and not release such amounts except in specified circumstances) may be amended if approved by holders of at least 65% of our common stock who attend and vote in a stockholder meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our outstanding common stock. In all other instances, our amended and restated certificate of incorporation will provide that it may be amended by holders of a majority of our outstanding common stock, subject to applicable provisions of the Delaware General Corporation Law, or DGCL, or applicable stock exchange rules. Our initial stockholders, who will beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), may participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable law or stock exchange rules, the affirmative vote of a majority of the outstanding shares of our common stock that are voted is required to approve any such matter voted on by our stockholders, and, prior to our initial business combination, the affirmative vote of holders of a majority of the outstanding shares of our Class B common stock is required to approve the election or removal of directors. Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of our initial business combination. Our other directors and officers have also entered into the letter agreement, which imposes the same obligations on them with respect to any public shares acquired by them. 25 Table of Contents Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us, less amounts released to a separate account controlled by the trustee for disbursal to redeeming stockholders. We will use these funds to pay amounts due to any public stockholders who properly exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other businesses or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of this offering to complete our initial business combination. If we have not completed our initial business combination within such 24-month period or during any Extension Period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within such period. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period. However, if our initial stockholders then hold any public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time frame to complete our initial business combination. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within the allotted time frame (including any Extension Period) and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. 26 Table of Contents Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. However, we will only redeem our public shares so long as (after such redemptions) our net tangible assets will be at least $5,000,001 (a) in the case of our initial business combination, either prior to or upon consummation of such initial business combination, after payment of the deferred underwriting commission or (b) in the case of an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within 24 months from the closing of this offering, or any Extension Period, or (ii) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, upon such amendment (in each case so that we do not then become subject to the SEC s penny stock rules). If this optional redemption right is being exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible requirement (described above) we would not proceed with the amendment or the related redemption of our public shares. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by us to our sponsor, officers or directors, or our or any of their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; payment to our sponsor of a total of $10,000 per month, for up to 24 months, for office space, utilities, administrative and support services; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and 27 Table of Contents repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. These payments may be funded using the net proceeds of this offering and the sale of the private placement warrants not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or our or any of their affiliates. Audit committee We will establish and maintain an audit committee, as and when required by the rules of Nasdaq and Rule 10A of the Exchange Act, to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest Each of our officers and directors presently has, and any of them in the future may further have, fiduciary or contractual obligations to at least one other entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor these obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities that are engaged in a business similar to ours, although our sponsor and officers and directors (excluding independent directors) have agreed not to participate in the formation of, or become an officer or director of, any special purpose acquisition company with a class of securities registered under the Exchange Act until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 24 months after the closing of this offering. 28 Table of Contents Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes (less up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor, which is a newly formed entity, has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations. Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors in this prospectus. 29 Table of Contents Summary financial data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. As of December 31, 2020 Balance Sheet Data: Working capital (deficit) $ (197,866 ) Total assets $ 246,866 Total liabilities $ 222,866 Stockholders equity $ 24,000 If our initial business combination is not completed within 24 months from the closing of this offering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within such 24-month time period or during any Extension Period. 30 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001821850_sunlight_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001821850_sunlight_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6763fda2d1ffe474f670d15fe2d0757cf79a04c2
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001821850_sunlight_prospectus_summary.txt
@@ -0,0 +1,222 @@
+SUMMARY OF THE PROSPECTUS
+This summary highlights selected information from this prospectus and does not contain all of the information that is important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included in this prospectus. Before making your investment decision with respect to our securities, you should carefully read this entire prospectus, including the information under Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements included elsewhere in this prospectus.
+Unless the context indicates otherwise, references in this prospectus to the Company, Sunlight Financial Holdings, Sunlight Financial, Sunlight, we, us, our and similar terms refer to the post-Business Combination company Sunlight Financial Holdings Inc. and its consolidated subsidiaries (including Sunlight LLC). References to Spartan refer to our predecessor company prior to the consummation of the Business Combination.
+Sunlight
+Sunlight is a business-to-business-to-consumer, technology-enabled point-of-sale ( POS ) financing platform that provides residential solar and home improvement contractors the ability to offer seamless POS financing to their customers when purchasing residential solar systems or other home improvements. The resulting loans are funded by Sunlight s network of capital providers who, by partnering with Sunlight, gain access to a difficult-to-reach loan market, best-in-class consumer credit underwriting and attractive risk adjusted returns. These loans are facilitated by Sunlight s proprietary technology platform, Orange (the Sunlight Platform or Orange ), through which Sunlight offers instant credit decisions to homeowners nationwide at the POS on behalf of Sunlight s various capital providers. Since Sunlight s founding in 2014, Sunlight has facilitated over $4.8 billion of loans through the Sunlight Platform in partnership with over 1,500 contractor relationships.
+Sunlight s core business is facilitating loans made by Sunlight s various capital providers to the consumer customers of residential solar contractors. Sales of Sunlight-facilitated loan products are made by contractors in the context of selling residential solar systems to consumers, allowing homeowners to go solar with no money down, and in most cases, immediately saving money on their utility bills and often saving a significant amount of money over the life of their solar system. Sunlight s revenue is primarily from platform fees earned on each solar and home improvement loan facilitated through Orange . The platform fee is generally equal to the margin between the dealer fee charged to the contractor by Sunlight for each loan facilitated through Orange and the discount at which Sunlight s capital provider either funds or purchases such loan.
+The mailing address of Sunlight s principal executive office is 101 N. Tryon Street, Suite 1000, Charlotte, North Carolina 28246, and its telephone number is (888) 315-0822. Our website is located at https://sunlightfinancial.com. Our website and the information contained on, or accessed through, our website are not part of this prospectus, and you should rely only on the information contained in this prospectus when making a decision as to whether to invest in the securities offered hereby.
+For more information about Sunlight, see the sections entitled Management s Discussion and Analysis of Financial Condition and Results of Operations, Risk Factors and the financial statements included herein.
+Completed Business Combination
+On the Closing Date, Spartan consummated the previously announced Business Combination with Sunlight LLC pursuant to the Business Combination Agreement and changed its name to Sunlight Financial Holdings Inc. At the Closing, among other things, (a) OpCo Merger Sub merged with and into Sunlight with Sunlight surviving the merger, (b) MergerCo1 merged with and into FTV Blocker, with FTV Blocker surviving as a wholly owned subsidiary of Spartan and immediately thereafter, FTV Blocker merged with and into Holdings I, with Holdings I surviving the merger as a wholly owned subsidiary of Spartan, (c) MergerCo2 merged with and into Tiger Blocker, with Tiger Blocker surviving as a wholly owned subsidiary of Spartan and immediately thereafter, Tiger Blocker merged with and into Holdings II, with Holdings II surviving the merger as a wholly owned subsidiary of Spartan and (d) following the 
+
+11
+
+Table of Contents
+
+Blocker Mergers Effective Time, Spartan contributed all of its remaining assets (other than the membership interests in each of Holdings I, Holdings II and Spartan Sub) to Spartan Sub and Spartan Sub in turn contributed such assets to Sunlight. The post-Business Combination company is organized in an Up-C structure, such that all of the material assets of the combined company are held by, and substantially all of Sunlight s business operations are conducted by, Sunlight LLC, and the only material asset of Sunlight is its indirect equity interests in Sunlight LLC. Sunlight currently owns 86,373,596 Class X Units of Sunlight LLC, constituting 100% of the issued and outstanding Class X Units and approximately 64.1% of the outstanding Sunlight Units (as defined herein), and Spartan Sub controls Sunlight LLC as its sole managing member in accordance with the terms of the Sunlight A&R LLC Agreement (as defined herein).
+In connection with the Closing, the securities of Sunlight Financial Holdings Inc. now consist of the following:
+1.Class A Common Stock, which has both voting and economic rights. Holders of the Class A Common Stock consist of the Blocker Holders, the LTIP Unitholders, the public stockholders, the PIPE Investors and the initial stockholders.
+2.Class C Common Stock, which has only voting rights. Holders of the Class C Common Stock consist of Unblocked Sunlight Unitholders.
+3.Sunlight Warrants (including public warrants and private placement warrants), which are exercisable for shares of Class A Common Stock. The Holders of the Sunlight Warrants consist of the public warrantholders and the Sponsor (which owns the private placement warrants).
+
+The securities of Sunlight LLC now consist of the following:
+1.Class X Units and Class EX Units, which Class EX Units have economic rights only. Holders of the Class EX Units and Class X Units consist of the Unblocked Sunlight Unitholders and Sunlight, respectively.
+2.The Tech Capital Warrants, which are exercisable for shares of Class A Common Stock.
+
+Our Class A Common Stock is listed on the NYSE under the symbol SUNL and our publicly-traded warrants are listed on the NYSE under the symbol SUNL WS .
+The following diagram illustrates the ownership structure of Sunlight as of September 2, 2021, prior to giving effect to this offering. Percentages are based on (i) 84,837,655 shares (excludes 1,535,941 of shares held by Sunlight in respect of net withholding for tax payments) of Class A Common Stock outstanding; (ii) 47,595,455 shares of Class C Common Stock and Class EX Units of Sunlight LLC outstanding; and (iii) 86,373,596 Class X Units of Sunlight LLC outstanding.
+ 
+
+12
+
+Table of Contents
+
+Risk Factors
+Investing in our securities involves risks. You should carefully consider the risks described in Risk Factors beginning on page 17 before making a decision to invest in our Class A Common Stock. If any of these risks actually occurs, our business, financial condition and results of operations would likely be materially adversely affected. In such case, the trading price of our securities would likely decline, and you may lose all or part of your investment. Set forth below is a summary of some of the principal risks we face:
+ Sunlight has incurred net losses in the past, and Sunlight may be unable to sustain profitability in the future.
+ The ongoing COVID-19 pandemic and other health epidemics and outbreaks could adversely affect Sunlight s business, results of operations and financial condition.
+ If Sunlight fails to manage its operations and growth effectively, Sunlight may be unable to execute its business plan, maintain high levels of customer services and support or adequately address competitive challenges.
+ Sunlight may in the future expand to new industry verticals outside of the U.S. solar system and home improvement industries, and failure to comply with applicable regulations, accurately predict demand or growth, or build a process valued in those new industries could have an adverse effect on Sunlight s business.
+ To the extent that Sunlight seeks to grow through future acquisitions, or other strategic investments or alliances, Sunlight may not be able to do so effectively.
+
+13
+
+Table of Contents
+
+ A material reduction in the retail price of electricity charged by electric utilities, other retail electricity providers or other energy sources as compared to potential savings for purchasing and using a solar system or an increase in pricing for purchasing and using a solar system above the cost of other energy sources could result in a lower demand for solar systems, which could have an adverse impact on Sunlight s business, results of operations and financial condition.
+ Sunlight s inability to compete successfully or maintain or improve Sunlight s market share and margins could adversely affect its business.
+ Disruptions in the operation of Sunlight s computer systems and those of its critical third-party service providers and capital providers could have an adverse effect on Sunlight s business.
+ Sunlight s growth is dependent on its contractor network, and its failure to retain or replace existing contractors or to grow its contractor network or the number of Sunlight loans offered through its existing network could adversely impact Sunlight s business.
+ Sunlight s revenue is impacted, to a significant extent, by the general economy and the financial performance of its capital providers and contractors.
+ If assumptions or estimates Sunlight uses in preparing its financial statements are incorrect or are required to change, Sunlight s reported results of operations, liquidity and financial condition may be adversely affected.
+ Sunlight s management has limited experience in operating a public company.
+ Sunlight s stock price will be volatile, and you may not be able to sell shares at or above the price at which you executed your purchase.
+ Sunlight has never paid cash dividends on its capital stock, and does not anticipate paying dividends in the foreseeable future.
+
+ 
+
+14
+
+Table of Contents
+
+THE OFFERING
+ 
+ 
+
+ 
+
+ 
+
+Issuer
+ 
+Sunlight Financial Holdings Inc.
+
+ 
+ 
+ 
+
+Issuance of Class A Common Stock
+ 
+ 
+
+ 
+ 
+ 
+
+Shares of Class A Common Stock Issuable by Us
+ 
+27,777,780 shares of Class A Common Stock issuable upon exercise of the Sunlight Warrants and the Tech Capital Warrants; and
+
+ 
+ 
+ 
+
+ 
+ 
+1,712,711 shares of Class A Common Stock in respect of certain shares withheld by us for tax payments (i) in connection with the Closing and (ii) anticipated on a go-forward basis
+
+ 
+ 
+ 
+
+Shares of Class A Common Stock Outstanding Prior to Such Exercise and Issuance
+ 
+84,837,655 shares (excludes 1,535,941 shares held by Sunlight in respect of net withholding for tax payments)
+
+ 
+ 
+ 
+
+Shares of Common Stock Outstanding Assuming Such Exercise and Issuance
+ 
+114,151,376 shares
+
+ 
+ 
+ 
+
+Exercise Price of Sunlight Warrants
+ 
+$11.50 per share, subject to adjustment as described herein
+
+ 
+ 
+ 
+
+Exercise Price of Tech Capital Warrants
+ 
+$7.715 per share
+
+ 
+ 
+ 
+
+Use of Proceeds Related to the Sunlight Warrants and Tech Capital Warrants
+ 
+We will receive proceeds equal to the aggregate exercise price from any exercises of the Sunlight Warrants and the Tech Capital Warrants, or equal to the applicable Cash Election Amount (as defined in the Sunlight A&R LLCA), assuming the exercise of such warrants, or redemption of such Class C Common Stock (and Class EX Units), for cash. We expect to use the net proceeds from the exercise of such warrants, and redemption of such shares and units, for general corporate purposes. See Use of Proceeds. 
+
+ 
+ 
+ 
+
+ 
+ 
+See below for a description of the use of proceeds from the sale by us of the 1,712,711 shares of Class A Common Stock in respect of certain shares withheld by us for tax payments (i) in connection with the Closing and (ii) anticipated on a go-forward basis.
+
+ 
+ 
+ 
+
+Sale of Class A Common Stock and Resale of Class A Common Stock and Private Placement Warrants
+
+ 
+ 
+ 
+
+Class A Common Stock Offered by Sunlight
+ 
+Up to 1,712,711 shares of Class A Common Stock in respect of certain shares withheld by us for tax payments (i) in connection with the Closing and (ii) anticipated on a go-forward basis
+
+ 
+ 
+ 
+
+Class A Common Stock Offered by the Selling Stockholders
+ 
+Up to 122,157,418 shares
+
+ 
+ 
+ 
+
+Private Placement Warrants to be sold by the Selling Warrantholders
+ 
+9,900,000 warrants
+
+15
+
+Table of Contents
+
+ 
+ 
+ 
+
+Use of Proceeds
+ 
+We will not receive any of the proceeds from the sale of the shares of Class A Common Stock or private placement warrants by the Selling Securityholders.
+
+ 
+ 
+ 
+
+ 
+ 
+We will receive the proceeds from sales by us of the shares of Class A Common Stock in respect of certain shares withheld by us for tax payments. We expect to use the net proceeds from the sale of such shares (i) first, to offset the cash payments made by us to satisfy the payment obligation related to the tax withholding and, (ii) if any such proceeds remain, for general corporate purposes. See Use of Proceeds. 
+
+ 
+ 
+ 
+
+Market for Our Shares of Class A Common Stock
+ 
+Our Class A Common Stock is listed for trading on the NYSE under the symbol SUNL and our publicly-traded warrants are listed for trading on the NYSE under the symbol SUNL WS .
+
+ 
+ 
+ 
+
+Risk Factors
+ 
+Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under Risk Factors and elsewhere in this prospectus.
+
+ 
+ 
+ 
+ 
+
+16
+
+Table of Contents
+
+RISK FACTORS
+An investment in our securities involves a high degree of risk. You should carefully consider the risks described below and in the section entitled
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001822312_jack_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001822312_jack_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..26a3bdd65c33f246c26bd4b6a604877147400f50
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001822312_jack_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Act are to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); management or our management team are to our executive officers and directors (including our directors nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; sponsor are to JCIC Sponsor LLC, a Cayman Islands limited liability company; and we, us, our, company or our company are to Jack Creek Investment Corp., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated January 14, 2021 Preliminary Prospectus Jack Creek Investment Corp. $250,000,000 25,000,000 Units Jack Creek Investment Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as described herein. Our sponsor, JCIC Sponsor LLC, a Cayman Islands limited liability company, which we refer to as our sponsor, has agreed to purchase 7,500,000 warrants (or 8,250,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, in a private placement to occur concurrently with the closing of this offering. Our initial shareholders, which include our sponsor, currently own 7,187,500 Class B ordinary shares, up to 937,500 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except that in a vote to continue the company in a jurisdiction outside the Cayman Islands, holders of Class B ordinary shares will have ten votes per share and holders of Class A ordinary shares will have one vote per share, and except as required by law or the applicable rules of the Nasdaq Capital Market ( Nasdaq ), then in effect. Currently, there is no public market for our securities. We intend to apply to have our units listed on Nasdaq, under the symbol JCICU. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on Nasdaq under the symbols JCIC and JCICW, respectively, on the 52nd day following the date of this prospectus unless UBS Securities LLC and J.P. Morgan Securities LLC (the Representatives ) permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 35 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Title of each class of security being registered Per unit Total Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 13,750,000 Proceeds, before expenses, to us $ 9.45 $ 236,250,000 (1) Includes $0.35 per unit, or $8,750,000 in the aggregate (or $10,062,500 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S. based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $5,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $5,750,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Book-running managers UBS Investment Bank J.P. Morgan The date of this prospectus is , 2021 Table of Contents General We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination in any industry, sector or geographic region, we intend to focus our efforts for an initial business combination within the broader food and grocery supply chain, where significant technology innovation is occurring from accelerating eCommerce demand trends. We have already witnessed significant change in supply chain sophistication driven by eCommerce and shifting consumer behavior. eMarketer Inc. ( eMarketer ) forecasts that in 2020, retail eCommerce sales were estimated to have increased 32% to $795 billion, representing approximately 21% of total retail sales in the U.S. (excluding gas and auto). To date, the market s approach to greater supply chain efficiency has largely been to target savings in traditional areas such as real estate and transportation. These measures have not meaningfully addressed the inherent challenge of food and consumer products rapidly to large populations cost-effectively and the goal of meeting consumer demand for next and same-day delivery profitably has remained elusive. COVID-19 is disrupting consumer habits, exposing deficiencies and accelerating innovation in supply chains, particularly for food and consumer products. According to eMarkteter, eCommerce Food and Beverage consumption is expected to grow at an approximately 27% CAGR over the five years ending 2024. There is renewed urgency for retailers, wholesalers and manufacturers to meet consumer appetite for rapid, on-demand delivery in a profitable manner. Businesses realize that they cannot profitably meet customer demand and expectations through traditional models of physical stores, distribution facilities, and transportation networks with static labor productivity. Recognition of this persistent problem is driving technological innovation across the entire value chain. Robotics, artificial intelligence, digitized networks, automation and data analytics are all influencing real-time re-engineering of the supply chain. Though some of the innovation is coming exclusively in technology, much of it is occurring at the intersection of technology, physical asset and labor productivity. Increasingly, companies poised to profit from the evolution of the value chain require complex and capital-intensive business models, in addition to management teams with a wide range of experience and knowledge. We will seek to identify a company that is well-positioned to address one or more elements of the procurement, fulfillment and delivery cost conundrum related to the food and consumer products value chain and take advantage of this massive behavioral shift. We will be led by Jeffrey Kelter, our Executive Chairman and Chairman of the company s board of directors, Robert Savage, our Chief Executive Officer, Thomas Jermoluk, our President and James Clark, our Chief Technology Officer. Our management team has an average of over 40 years of investment and operating experience across numerous industries and a wide variety of formats and structures, including venture capital and real estate investment funds, as well as public and private companies. Our management team has a robust history of entrepreneurship, innovation, investment, operations, executive leadership and deal-making. The combination of their multi-disciplinary skillset uniquely positions the company to identify an opportunity and complete an acquisition in our intended target industry sectors. Table of Contents Our management team Our management team has a unique cross-section of expertise across numerous industries including technology, real estate, logistics, industrial operations and grocery supply chains. Mr. Kelter and Mr. Savage have been partners since 1997 and have an extensive background creating value within logistics-driven real estate. Over the course of their partnership, the partners have had the following notable accomplishments: Mr. Kelter and Mr. Savage formed Keystone Property Trust ( Keystone ) via a reverse-merger with a small-cap public REIT shell known then as American Real Estate Investment Corporation. Mr. Kelter and his team grew the company nearly fivefold in only three years from under $200 million in assets to nearly $1.0 billion. Having led the investment in Keystone by his firm, Hudson Bay Partners, Mr. Kelter recruited Mr. Savage to join Keystone as Chief Operating Officer in 2000, and along with Mr. Kelter transitioned Keystone to a pure-play REIT focused exclusively on what they saw was a unique opportunity in the nascent industrial property sector. From the merger in 1997 to the sale of Keystone to Prologis for $1.6 billion in 2004, Keystone was the best performing industrial real estate investment trust ( REIT ) in the public markets, delivering total shareholder return of 261.1% and annualized total return to shareholders of 20.1%. In 2005 Messrs. Kelter and Savage next formed KTR Capital Partners ( KTR ), a real estate operating and development company focused on logistics properties in major North American cities, serving leading players in eCommerce fulfillment, refrigerated and frozen food supply chains and consumer packaged goods companies such as Amazon, Fresh&Easy, Wakefern Food Corp., Preferred Freezer and Georgia Pacific Consumer Products. Through KTR s sponsored commingled funds, KTR raised $2.4 billion in committed equity capital from top tier institutional LPs and, together with Keystone, invested over $7 billion of capital across 215 transactions encompassing nearly 600 properties totaling approximately 100 million square feet of acquisitions and over 25 million square feet of development. In 2015, KTR and the properties in its commingled funds were sold to Prologis, one of the world s leading logistics real estate companies, for $5.9 billion. KTR delivered a total gross return of 19.2%, generating $1.7 billion in profits for investors representing an equity multiple across its three funds of 2.0x. Messrs. Kelter and Savage have since founded KSH Capital LP ( KSH Capital ), a company through which they source and underwrite investment opportunities for their personal capital. In 2016, KSH Capital led the creation of Valor Real Estate Partners ( Valor ), a London-based real estate investment firm focused on urban logistics properties in major European cities such as London, Paris and Berlin. In four years, Valor has completed 38 transactions, creating a portfolio with approximately $1 billion in value that is exclusively focused on serving customers last-mile distribution and eCommerce fulfillment with customers such as Hermes, LaPoste, DHL and Kuehne Nagel. Mr. Jermoluk and Dr. Clark are long-time collaborators, having been partners since 1986 in a number of technology companies and investment partnerships across a wide variety of industries. Having founded and led iconic companies such as Netscape, Silicon Graphics, and WebMD (each as defined herein), Mr. Jermoluk and Table of Contents Dr. Clark have extensive track records as entrepreneurs, executives and investors. Both are computer scientists and engineers by training, and each has extensive experience in evaluating technology ideas and corresponding business feasibility, business models, and management teams. Since 2000, their venture activities have mostly been as partners managing proprietary capital. Among their many achievements is the following list of notable accomplishments: Dr. Clark was Founder and Chairman of Silicon Graphics, Inc. ( Silicon Graphics ), a high-performance computing manufacturer that was a pioneer in 3D computer graphics. Mr. Jermoluk rose from engineering manager to President & COO at Silicon Graphics and oversaw growth in the enterprise to nearly $3 billion in annual revenue and more than 10,000 employees. Dr. Clark was Founder and Chairman of Netscape Communications Corporation ( Netscape ). Netscape was the first company to attempt to capitalize on the emerging World-Wide-Web with its Netscape Browser, which was once so dominant it garnered greater than a 90% market-share. Netscape created the JavaScript programming language, the most widely used language for client-side scripting of web pages and Secure Sockets Layer ( SSL ) the original cryptographic protocols designed to provide communications security over a computer network. Mr. Jermoluk was Chairman and CEO of @Home Networks ( @Home ), a cable internet service provider, from start-up phase to public company with enterprise value in excess of $20 billion. @Home merged with internet portal Excite in 1999 at which time Mr. Jermoluk stepped down from his CEO role. As a General Partner at Kleiner Perkins Ventures from 2000-2005, Mr. Jermoluk started nine different companies in computing, networking, cloud software and business applications. From 1996-2000 Dr. Clark was Founder and/or Chairman of Healtheon/WebMD, myCFO and Shutterfly. Mr. Jermoluk served on the Board of each of these businesses. Since 2015, Dr. Clark and Mr. Jermoluk have been investors and board members of technology start-up Ibotta, a loyalty, payments and electronic cash back system provider for many of the largest chains of grocery and drug stores in the U.S. Since 2016, Dr. Clark (founder/investor) and Mr. Jermoluk (investor/board member) have been partners in the technology start-up Commandscape, a cybersecurity company that provides integrated systems for remote building management security solutions. Currently, Dr. Clark (Chairman/founder) and Mr. Jermoluk (CEO/founder) are partners at Beyond Identity, the first and only company to provide passwordless identity management. Dr. Clark and Mr. Jermoluk have each completed diligence on numerous companies and have served as inside founders, outside lead investors and board members. The combined knowledge, experience and capabilities of our management team specifically related to technology, logistics and supply chain innovation, alongside our directors, who each have extensive experience in business and financial matters, makes our team well positioned to take on the opportunities presented in the food and consumer products value chain. We have a strong track-record of building businesses and creating value for our stakeholders by leveraging our experiences, operational prowess and deep relationships to succeed. With respect to the above, past experience or performance of our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or Table of Contents (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of future performance. Our management team and their respective affiliates have been involved with a large number of public and private companies in addition to those identified above, not all of which have achieved similar performance levels. See Risk Factors Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. No member of our management team has any experience in operating special purpose acquisition companies. For a complete list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. Competitive strengths We believe that the combined capabilities of Mr. Kelter, Mr. Savage, Mr. Jermoluk and Dr. Clark position us well to thoughtfully source, analyze and execute an accretive, high quality initial business combination on value enhancing terms from a significant pipeline of actionable targets. Our competitive strengths include the following: Sponsor team with diverse entrepreneurial experiences: Our team has deep, diverse and complementary track records in highly relevant industries, including technology, logistics, real estate, eCommerce and grocery fulfillment, that uniquely positions us to capitalize on the disruptive environment currently occurring within the food and grocery value chain. Broad sourcing channels and industry relationships: Our management team s long history of involvement with numerous industries provide us with the ability to source pipeline opportunities emerging in logistics and supply chain technology. In addition, the team has long-standing relationships with many key industry players that include investment bankers, transaction professionals, corporate executives, venture capital and private equity management with deep expertise in the industries of focus. Proven track record as public company operators: Our management team has a long track record of building and growing companies with strong governance and driving shareholder return for public company investors. This provides us the knowledge to take on the challenge of effectively managing a public company and delivering results to our shareholders. Extensive investment and capital allocation expertise: Our management team s track record of capital allocation for previous and existing companies, private equity funds and venture capital funds, enhances the goal of efficiently sourcing and allocating the capital required for our initial business combination target. The team s experience in sourcing capital in their previous endeavors will be an advantage in choosing and structuring the initial business combination target to achieve value creation for our shareholders. Strong structuring and capital markets knowledge: Our management team has extensive experience evaluating structures and completing successful merger and acquisition transactions. Every member of the management team has participated in several diverse and complex transaction structures, minimizing risk, optimizing funding structure and improving the fundamentals of the deal to ensure a successful business moving forward. Business strategy Our business strategy is to leverage our management team s investment expertise and network of connections to identify, acquire and, after our initial business combination, enact an operating strategy with the focus of Table of Contents creating value for our shareholders through internal and external growth, repositioning, operational improvements, capital infusion or future business combinations. Our strategy will be implemented after careful consideration of market risks, comprehensive due diligence and robust analysis of the investment opportunities that are positioned to address one or more elements of the procurement, fulfillment and delivery cost conundrum related to food and consumer packaged goods. We expect that our management team with the support of a diverse board of directors will utilize their deep and longstanding relationships, network of connections and what we believe to be our ability to evaluate and execute upon attractive investment opportunities across the food and consumer products value chain. We expect that each of the individuals on our management team possesses experience that will converge well with the management from an initial business combination target company to form a partnership that will succeed as a publicly traded company. Market and industry opportunity While we may acquire a business in any industry, we intend to focus on companies considered disruptors and technology innovators within the broader food and grocery logistics and supply chain ecosystem. We believe that the food and grocery value chain industries represent attractive target markets given its size and growth profile. The products and services related to these industries are positioned to benefit from shifting consumer demand megatrends. Technological innovation involving automation, robotics, artificial intelligence, data analysis and digitized networks is poised to have a profound impact on traditional methods of consumption, production, delivery and fulfillment of food and consumer goods by increasing access and reducing cost, while improving customer experience. We further believe the food and consumer product value chain is attractive for a number of reasons; including: The food system s transformation has been accelerated by COVID-19: The food system prior to COVID-19 was undergoing a period of secular shift across all parts of the value chain. We believe that COVID-19 has amplified the secular trends that were already in motion by creating an unprecedented level of shock to both the supply and demand side of the food system. On the supply side, government mandated closures of restaurants, which accounted for over 50% of total food spend in 2019, prompted a significant shift in food spend towards the home goods and grocery channels, which as a result experienced a surge in demand compounded by consumers stock-up behavior. On the demand side, the U.S. economy has been adversely impacted by an unprecedented level of job losses, while consumer shift towards digital channels (online delivery, buy online pick-up in-store, curbside pick-up) dramatically accelerated across both the grocery and restaurant industries. According to eMarketer, eCommerce sales in the U.S. are estimated to have surged 32% in 2020, while brick-and-mortar retail will experience an overall decline of 3%. This will significantly accelerate digital migration with online penetration of U.S. retail reaching 21.3% from 16.5% in 2019 and 14.8% in 2018. Household essentials set the pace for eCommerce growth in 2020, with food and beverage sales surging approximately 74%, driven by U.S. digital grocery buyers reaching over 130 million in 2020, an increase of over 40% from the previous year. Despite this impressive growth, food and beverage eCommerce is expected to remain relatively underpenetrated at 4.1% during 2020, according to eMarketer. The pace of technological innovations is accelerating across the food system: We believe that COVID-19 will have a lasting impact on the food system largely driven by the shift in consumer preference and behavior towards transacting online and eating at home. As a result, constituents across the food system are faced with the new operational challenges, which have compelled them to accelerate the pace of technological innovation to meet the customer demand in a more effective and economically profitable manner. Another important trend has been companies with significant scale and capital to invest in critical capabilities outpacing the growth of the rest of the industry by providing a better experience to customers at more competitive prices. We believe Table of Contents there will be significant value that will accrue towards innovators, who are able to effectively address the needs of constituents of all scale across the food industry and democratize the capabilities required to win in today s environment to drive more inclusive growth. We are already witnessing the emergence of new business models and solutions that are utilizing sophisticated software, data analytics, automation and fulfillment assets to optimize operations, while improving the customer experience. Consumer product demand trends amplified by COVID-19: According to eMarketer, total retail spending in the U.S. in 2020 exceeded $5.0 trillion. Leading up to COVID-19, the consumer products sector value chain was experiencing significant disruption and transformation driven by the impact of eCommerce. According to McKinsey, with the onset of the pandemic, consumers have further shifted where they shop, what they purchase and how much they purchase. For example, during the first three weeks of March 2020, U.S. sales of household supplies increased 76%, child products increased 45% and personal care products increased 33%, (Source: McKinsey & Company). This shift in personal consumption, along with the impact from eCommerce, is amplifying trends across all parts of the consumer product value chain from manufacturing to marketing to robotics and last mile delivery. For example, in manufacturing and warehousing, the impact on labor from COVID-19 has led to an increased focus on robotics and automation with innovative robotics companies cited as key to providing warehouse automation solutions. We believe the shift in consumer behavior as a result of COVID-19 will persist and require innovative and disruptive companies to grow and scale faster, which further supports our investment focus and strategy. Food is one of the largest and systemically most important verticals in the U.S.: The food industry is one of the largest sources of employment with more than 22 million full- and part-time employment across the U.S., with total consumption amounting to $1.7 trillion in 2019 according to the U.S. Department of Agriculture Economic Research. The food industry encompasses the entire value chain across agriculture and fishery, processing and manufacturing, distribution, and consumer-facing channels such as traditional and online grocery, restaurants and online delivery. According to McKinsey & Company, until early 2020, consumer spending on food in the United States had been stable, growing by around four percent over the previous five years. We intend to focus our investment search and due diligence broadly within the food and grocery logistics and supply chain technology with a potential business combination that may be within, but not limited to, one of the following industry sub-sectors: on-demand warehouse management systems, automated fulfillment, vertical farming, AI-enabled transportation management systems, autonomous delivery, DTC meal kits, online grocery and supply chain and logistics management. The number of industry sectors and diverse nature of targets provide us with the opportunity to increase the likelihood that the management team will be able to identify and execute an attractive transaction for shareholders. Acquisition criteria We will focus on evaluating and targeting companies with strong fundamentals within the food and consumer products value chain universe that present an attractive growth and value-add opportunity profile that will enable us to build a successful public company in the sector. Our target acquisition criteria will focus on identifying companies that have a combination of some or all of the following attributes: Track record of disruption and innovation: We will seek to acquire a company that has a track record as both a disruptor and innovator within the broader food and consumer product supply chain industries. We believe disruptive and innovative companies that create a product or service that displaces existing market trends or norms are better positioned for long-term sustainable success. Table of Contents Strong market position with a sustainable competitive advantage: We intend to focus on innovative companies that are disruptors of traditional practices within the sector, but also demonstrate strong business fundamentals and a sustainable competitive advantage within the markets they operate. Each market will be evaluated on supply and demand, competitive dynamics, barriers to entry and threat of substitutes. Proven management team track record and strength: We will seek companies who have strong management teams with a proven track record through extensive due diligence ensuring the team has been proficient in implementing a business strategy that can drive sustainable long-term revenue and earnings growth. Ability to scale and enhance growth further through acquisition opportunities: We intend to seek companies that have enhanced potential to achieve significant scale from strategic mergers and acquisitions. We will also utilize our extensive industry and broader relationships to supplement and enhance the existing management team s expertise. We believe our track record will uniquely position us to identify compatible business combination targets after our initial business combination. Attractive valuation and conservative capital structure: We intend to seek opportunities at an attractive valuation with multiple drivers of growth and value creation. In addition, we will structure the transaction with an appropriate quantum of debt and conservative capital structure to facilitate growth. Positioned to take advantages of being a public company: We will focus on acquiring a company that has a readily understandable public market story including a clear business strategy, a compelling economic model and an attractive long-term growth story. We will target companies that can capitalize on the inherent benefits of a public company structure such as an influx of and access to capital, recruitment and retention of management talent with shares and options compensation and currency for strategic mergers and acquisitions following the initial combination. Furthermore, we believe that certain businesses benefit from the prestige of a public listing when operating in a competitive customer acquisition environment. We will use the above criteria to evaluate possible acquisitions, but we may decide to proceed with our initial business combination with a company that doesn t meet the criteria. Other considerations and factors will also be evaluated when deciding on the target, based on management discretion. If we decide to move forward with a company that does not meet the above criteria, we will disclose that fact in our shareholder communications related to our initial business combination, which would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. Our acquisition process In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We will also utilize our operational and capital planning experience. Table of Contents Members of our management team and board of directors may, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Our officers have agreed not to become an officer or director of any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, (the Exchange Act ), until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 24 months after the closing of this offering. Our officers and directors would continue to be subject to all other fiduciary duties owed to us and our shareholders and no other waivers of their respective fiduciary obligations have been provided to any such officers and directors. We do not have any plan for any waiver of the fiduciary duties of our officers and directors post-business combination. Initial business combination Nasdaq rules require that we must complete one or more business combinations with a total aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding any deferred underwriters fees and taxes payable on the interest income earned on the trust account at the time of our signing of a definitive agreement in connection with our initial business combination). We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm, with respect to the satisfaction of such criteria. In addition, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post- transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the Table of Contents outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Other considerations We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses with our underwriters. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Table of Contents In addition, certain of our officers and directors presently have, and any of them in the future may have, additional fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Corporate information Our executive offices are located at 386 Park Avenue South, FL 20, New York, NY 10016, and our telephone number is (212) 710-5060. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012, (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. Table of Contents We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. Table of Contents The offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 25,000,000 units (or 28,750,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-half of one redeemable warrant. Proposed Nasdaq symbols Units: JCICU Class A ordinary shares: JCIC Warrants: JCICW Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the Representatives inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an Table of Contents audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 25,000,000(1) Ordinary shares: Number outstanding before this offering 7,187,500(2)(3) Number outstanding after this offering 31,250,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 7,500,000(1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 20,000,000(1) Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect (1) Assumes no exercise of the underwriters over-allotment option. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. (3) Includes 937,500 founder shares that are subject to forfeiture. (4) Includes 25,000,000 public shares and 6,250,000 founder shares, assuming 937,500 founder shares have been forfeited. Table of Contents of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market value and the Newly issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are Table of Contents unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and Table of Contents if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Shareholders Warrants ; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less Table of Contents than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Founder shares On August 24, 2020, we issued to our sponsor 8,625,000 Class B ordinary shares, in exchange for a capital contribution of $25,000, or approximately $0.003 per share. In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. These shares shall not be subject to forfeiture in the event the underwriters overallotment option is not exercised. On January 13, 2021 our sponsor surrendered 1,437,500 Class B ordinary shares to us for no consideration, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. The per-share purchase price remained approximately $0.003 per share. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 937,500 founder shares are subject to forfeiture by the sponsor, depending on the extent to which the underwriters over-allotment option is exercised. Table of Contents The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, and who vote at a general meeting. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; Table of Contents the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if we do not consummate an initial business combination, at the time of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination (after giving effect to any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Table of Contents Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. In addition, in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share and, as a result, our initial shareholders will be able to approve any such proposal without the vote of any other shareholder. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than 90% of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial business combination. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 7,500,000 private placement warrants (or 8,250,000 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant ($7,500,000 in the aggregate or $8,250,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Table of Contents Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $8,750,000 (or $10,062,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly Table of Contents elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds will be held in an interest-bearing trust account. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of .09% per year, we estimate the interest earned on the trust account will be approximately $225,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,500,000 in non-reimbursed expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Table of Contents Conditions to completing our initial business combination So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. In addition, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to Table of Contents provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number Table of Contents of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination. However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether Table of Contents we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and Table of Contents file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with Table of Contents a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Table of Contents Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Table of Contents Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in the amount of $10,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. We intend to appoint one additional independent director to our audit committee to replace the non-independent member within one year following this offering pursuant to the Nasdaq phase-in provisions for initial public offerings. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Table of Contents Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001822792_goldenbrid_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001822792_goldenbrid_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001822792_goldenbrid_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001822862_fortistar_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001822862_fortistar_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..32d2398e91f3657f983d28ee42198e52d238f568
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001822862_fortistar_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: common stock are to our Class A common stock and our Class B common stock, collectively; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any securities of our company or any of our subsidiaries which are convertible into, or exchangeable or exercisable for, equity securities of our company or such subsidiary, including any securities issued by our company or any of our subsidiaries which are pledged to secure any obligation of any holder to purchase equity securities of our company or any of our subsidiaries; Fortistar are to Fortistar LLC and its affiliated entities, including Fortistar Capital, Inc. and excluding our company and sponsor; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the automatic conversion thereof at the time of our initial business combination as described herein; initial stockholders are to our sponsor and the other holders of our founder shares prior to this offering; management or our management team are to our officers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); sponsor are to FSSC Sponsor LLC, a Delaware limited liability company; and we, us, company or our company are to Fortistar Sustainable Solutions Corp. Each unit consists of one share of Class A common stock and one-half of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly formed blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will seek to identify, through our management team s experience and expertise, businesses that aim to provide products and services - sustainable solutions - to assist in the global transition to a lower carbon TABLE OF CONTENTS The information contained in this preliminary prospectus is not complete and may be changed. No securities may be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated January 22, 2021 PRELIMINARY PROSPECTUS $200,000,000 Fortistar Sustainable Solutions Corp. 20,000,000 Units Fortistar Sustainable Solutions Corp. is a newly formed blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any industry or geographic location (subject to certain limitations described in this prospectus), we intend to focus our search for a target business offering sustainable solutions in the energy and infrastructure sector. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, including franchise and income taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we are unable to complete our business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, including franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, FSSC Sponsor LLC (which we refer to as our sponsor throughout this prospectus), has committed to purchase an aggregate of 6,000,000 warrants (or 6,600,000 warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant ($6,000,000 in the aggregate, or $6,600,000 if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each whole private placement warrant is exercisable to purchase one whole share of our Class A common stock at $11.50 per share. Our initial stockholders own 5,750,000 shares of Class B common stock (up to 750,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). We refer to these shares of Class B common stock as the founder shares throughout this prospectus. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. Currently, there is no public market for our units, Class A common stock or warrants. We have applied to list our units on the NASDAQ Capital Market, or NASDAQ, under the symbol FSSIU. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Credit Suisse Securities (USA) LLC and BofA Securities, Inc. inform us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on NASDAQ under the symbols FSSI and FSSIW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 35 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $200,000,000 Underwriting discounts and commissions(1) $0.55 $11,000,000 Proceeds, before expenses, to Fortistar Sustainable Solutions Corp. $9.45 $189,000,000 (1) Includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting discounts and commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the completion of an initial business combination, as described in this prospectus. See Underwriting beginning on page 151 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000 ($10.00 per unit), or $230,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. and at a brokerage institution with Continental Stock Transfer & Trust Company acting as trustee, and $6,000,000, including $4,000,000 in underwriting discounts and commissions (or $6,600,000, including $4,600,000 in underwriting discounts and commissions, if the underwriters over-allotment option is exercised in full), will be used to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, including franchise and income tax obligations, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest of: (a) the completion of our initial business combination (including the release of funds to pay any amounts due to any public stockholders who properly exercise their redemption rights in connection therewith), (b) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation that would modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering, and (c) the redemption of our public shares if we are unable to complete our business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Credit Suisse BofA Securities The date of this prospectus is , 2021 TABLE OF CONTENTS economy. More specifically, we will seek opportunities to invest in companies whose business models contribute to the reduction of the carbon intensity in the energy, industrial, and transportation value chain, to directly or indirectly reduce greenhouse gas emissions or more generally contribute to a shift towards greater energy efficiency as a means of energy production and consumption. We have identified several trends of potential interest including mobility, with a focus on renewable fuels and related infrastructure, broadening commercial applications of carbon capture use and storage ( CCUS ) and an expanding array of opportunities related to the advancement of a circular economy among other sustainable solutions. We will seek to capitalize on our team s decades of combined investment and operating experience to generate attractive risk-adjusted returns for our stockholders. The experience of our management team includes investing in companies that have benefited from each of these trends outlined above. Notwithstanding the foregoing, our efforts on identifying a prospective target company or business will not be limited to any particular industry. Our management team and directors are comprised of key Fortistar personnel. Fortistar is a privately owned investment firm with a track record of successfully acquiring, operating, and managing companies and facilities that provide sustainable solutions within the power, transportation, and industrial sectors. Since its formation in 1993, Fortistar has utilized its capital, flexibility and operating expertise to generate attractive, risk adjusted returns from its investments. Historically, Fortistar focused on control investments in energy infrastructure as an innovative independent power producer targeting natural gas fueled energy efficient cogeneration as well as baseload renewable power generation through landfill gas and biomass resources. Since 2015, Fortistar has expanded its investment focus to include growth equity and late stage venture capital investments in mobility, including renewable fuels and related infrastructure, CCUS, and the circular economy. As of December 31, 2020, Fortistar had over 40 investment and operating professionals managing its eight portfolio companies, with over 400 employees and over 60 facilities. Our management team will leverage its knowledge and leadership, gained from a long history of investing in energy infrastructure, renewable fuels, CCUS, and the circular economy, to identify its initial business combination. Fortistar and its investment partners have realized their success on a foundation of problem solving, collaboration and experienced team members who share a deep understanding of operations, finance and development to drive sustained improvements in operating performance. Fortistar has developed a significant network of long-standing relationships that we plan to utilize to identify and evaluate potential targets for our initial business combination. This network includes senior executives, investment bankers, venture capital firms, financial sponsors, infrastructure funds, various investment professionals and owners of private businesses. We believe our ability to draw upon this experience makes us well situated to identify, source, negotiate, structure and execute a business combination with an attractive target focused on sustainable solutions. We believe that Fortistar s active investment and operating platform across North America will provide us with an advantage in accessing business combination targets, as well as deep insights into macro trends, investor expectations and market sentiment. Fortistar has made investments in each of the core areas described above and we therefore believe we have a differentiated and informed perspective regarding the prospects of companies and investment opportunities in these industries. Leadership Mark S. Comora, our Chairman and a Director, is the Founder and President of Fortistar. Since taking Fortistar private in 1993, Mr. Comora has led Fortistar s growth in the decarbonization of power generation, transportation fuels, and industrial processes. Mr. Comora is the chairman of Fortistar s management and investment committees and serves on the board of directors of several of Fortistar s portfolio companies, including TruStar Energy LLC ( TruStar Energy ), Primary Energy Recycling Corporation ( Primary Energy ), Braven Environmental, LLC ( Braven Environmental ) and Fortistar Methane Holdings. Mr. Comora is an Officer and Member of the Board of the American Museum of Fly Fishing and a past member of the Board of Directors of the Independent Power Producers of New York and the Board of Directors of the Equipment Leasing Association and Leasing Foundation. Mr. Comora is a CPA and has an MBA from Columbia University and a BA from the University of Michigan. Nadeem Nisar, our Chief Executive Officer, and a Director, has long standing relationships and significant experience in the power generation, energy infrastructure, carbon transition and renewables sectors. Mr. Nisar has been serving as a Managing Director of Fortistar since July 2008, where he serves as Co-Head of Fortistar s TABLE OF CONTENTS Investment Team. Mr. Nisar is a member of Fortistar s management and investment committees which oversee the operations of Fortistar s portfolio companies. He also serves on the board of directors of several of Fortistar s portfolio companies, including Fortistar Methane 3 Holdings LLC, TruStar Energy, Primary Energy, Carbonfree Chemicals LLC and Braven Environmental. Since joining Fortistar in 2008, Mr. Nisar has been executing Fortistar s successful long-term strategy of sponsoring control investments in large scale power generation and energy infrastructure companies as well as leading Fortistar s growth equity investments in biofuels, carbon capture and circular economy sectors. Prior to Fortistar, Mr. Nisar was a member of Deutsche Bank AG s Power & Utilities group and Credit Suisse Securities (USA) LLC s M&A and Global Energy teams where he advised on $30 billion in M&A and $20 billion in financing transactions. Mr. Nisar has a BS in Electrical Engineering from Washington University and a BA in Physics and Economics from Ohio Wesleyan University. Charles D. Bryceland, our President, has been serving as a Managing Director at Fortistar since March 2020 and is a member of Fortistar s management and investment committees. Mr. Bryceland is actively involved in the firm s growth strategy and is responsible for originating and stewarding investments across Fortistar s areas of focus. Mr. Bryceland has almost thirty years of financial services experience and has held several senior leadership roles in both large and small investment firms. He started his career as a McKinsey & Company, Inc. trained internal consultant at J.P. Morgan, Inc. and has acted as a banker, broker, investor, and asset manager over his career. Most recently Mr. Bryceland was a Managing Director of Bessemer Trust ( Bessemer ), serving as the head of Alternative Investments. In this role, he was responsible for leading the firm s $8 billion Private Equity, Real Asset, and Hedge Fund investment activities. Prior to joining Bessemer, Mr. Bryceland held several roles in financial services firms, including his own firm, The Bryceland Group, which provided outsourced CIO and investment banking services. Before that, he was a Managing Director for Bank of America Securities by way of the acquisition of Montgomery Securities. He began his career at Morgan Guaranty, legacy J.P. Morgan, Inc. Mr. Bryceland has a BA from Hamilton College. Jonathan Maurer, our Managing Director, serves as a Managing Director of Fortistar, where he is Co-Head of Fortistar s Investment Team. Mr. Maurer is a member of Fortistar s management and investment committees and manages Fortistar s renewable natural gas, landfill gas to power, and biomass energy companies. Mr. Maurer has been with Fortistar for over 30 years and previously was a commercial banker with JP Morgan Chase & Co. Mr. Maurer has an MBA from Columbia Business School and a BA from St. Lawrence University. Scott Contino, our Chief Financial Officer, serves as Chief Financial Officer of Fortistar where he is principally responsible for company-wide accounting, tax, and treasury matters. Mr. Contino manages Fortistar s internal accounting group and insurance programs. Mr. Contino has been with Fortistar for over 20 years and has an MBA from INSEAD and a BS from Georgetown University. Thomas J. Kelly, our Secretary, serves as General Counsel of Fortistar. Prior to Fortistar, Mr. Kelly served as executive vice president, general counsel, and chief of staff to the New York Power Authority, the country s largest public power organization. Mr. Kelly was also president of the New York State Environmental Facilities Corporation and consulted for the United States Agency for International Development. Mr. Kelly has been a practicing attorney for 30 years and has served on the boards of several private, municipal and not for profit organizations. Our management team s objective is to maximize value for our stockholders. We will seek to utilize our proven investment process when reviewing targets for our initial business combination, focusing on carbon intensity and greenhouse gas emission reduction, operational and technical improvements, and ability to scale or commercialize, all with the requirement to have visibility into profitable growth and cash flows. Our management team has a long history of owning or partnering with high quality companies and developing high quality assets across the North American energy, transportation, and industrial landscape. We believe that this experience, combined with our network of relationships, should position us well to acquire an attractive business and help that business to maximize long-term stockholder value. The past performance of Fortistar, and other businesses associated with our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable target for our initial business combination. You should not rely on the historical performance record of Fortistar, our sponsor or other businesses associated with our management team as indicative of our future performance. Our officers and directors have not had experience with special purpose TABLE OF CONTENTS acquisition corporations or blank check companies in the past. In addition, for a list of our directors, officers and entities for which a conflict of interest may or does exist between such directors and/or officers and us, please refer to the table and subsequent explanatory paragraph under Management Conflicts of Interest. Market Opportunity In 2016, the Paris Agreement was signed by a consortium of countries committing to limit the increase of global average temperatures to 2 C or less compared to pre-industrial levels. Subsequently, regional governments, companies and investors have announced their own emissions and waste reduction targets, clean energy targets and other environmentally focused goals which have laid out a pathway for significant capital investment. In 2017, The International Energy Agency ( IEA ) estimated that an annual $3.5 trillion in energy-sector investments would be required through 2050 to achieve the 2 C target. We believe this represents a material opportunity to deploy capital across a wide range of sustainable solutions and that a meaningful portion of this required capital will be focused in mobility, including renewable fuels and related infrastructure, CCUS and the circular economy. The U.S. Energy Information Administration s projections of U.S. energy-related CO2 emissions by sector, displayed in the chart below, emphasize the importance of achieving emissions reductions in the power generation, industrial and mobility sectors and highlight the opportunity to deploy capital to sustainable solutions that achieve this goal. Energy-related U.S. CO2 emissions by energy sector Source: EIA Annual Energy Outlook 2020 Within the mobility sector, we intend to focus on renewable fuels and related infrastructure, including renewable diesel, renewable natural gas, hydrogen, electric charging and battery storage. We believe the demand for renewable fuels and related infrastructure will rise substantially over the next decade driven by strong demand from both consumers and sustainability-focused suppliers. We also believe that the regulatory framework will increasingly push for the adoption of renewable fuels, such as the regulations provided for by the Federal Renewable Fuel Standard and the California Low Carbon Fuel Standard ( LCFS ), and we believe that more states will adopt similar policies. LCFS, for example, mandates a reduction in the carbon intensity of transportation fuels in California by 20% by 2030 from 2010 levels, compared to a 6.0% reduction from 2010 levels achieved in 2019. LCFS also allocates credits to lower carbon intensity fuels based on the relative intensity compared to diesel, where each fuel source and technology is evaluated on its life cycle emissions and each credit represents one ton reduction of carbon dioxide emissions. The U.S. Energy Information Administration estimates that in 2019, motor gasoline and diesel (distillate) fuel consumption in the U.S. TABLE OF CONTENTS transportation sector resulted in the emission of about 1,091 million and 455 million metric tons of carbon dioxide, respectively, for a total of 1,546 million metric tons of carbon dioxide. Should other states adopt rules similar to California to target a 20% reduction in carbon dioxide emissions in the transportation sector, we estimate that the market opportunity for renewable fuels could be over $60 billion per year in environmental credits, based on recent prices in excess of $200 per LCFS credit in California. Even without any regulatory credits, a 20% market share of renewable fuels of the overall U.S. market of approximately 200 billion gallons per year of diesel and gasoline consumption implies a market of $80 billion per year, based on an average price of $2 per gallon. Carbon capture, utilization and storage refers to utilizing technologies to remove carbon dioxide from the flue gas of power or industrial use processes. These technologies were highly cost prohibitive when first emerging, but we believe that entrepreneurs and start-ups will further advance the cost effectiveness of CCUS given the appropriate capital investment, and that some scalable technologies are beginning to emerge. In 2019, the Boston Consulting Group pointed to a CCUS industry that could top $90 billion of global capital investment over the next 10 years. Furthermore, using the International Monetary Fund s estimate that the cost of avoiding one metric ton of carbon is approximately $50 and multiplying it by the IEA s estimated annual carbon emissions from fuel combustion of 33.5 billion tons indicates an annual CCUS market potential of $1.7 trillion. We believe that these projections underscore how CCUS will increasingly be used in building products, chemicals and other industrial use sectors of the economy as one of the primary methods to achieve 2 C targets. According to the Ellen Macarthur Foundation, the circular economy refers to gradually decoupling economic activity from the consumption of finite resources, designing waste out of the system. The Ellen Macarthur Foundation has pointed to the potential for 320 billion of investments through 2025 in themes that will help the circular economy achieve its full potential. Through industries such as packaging and upcycling of waste plastics, we believe there is vast scale to the ultimate end use products that could be impacted by circular economy. The full investment potential of these combined themes has not yet begun to materialize at scale. However, momentum has begun to grow and we believe it timely to deploy our management expertise in these emerging investment themes in pursuit of investment opportunities. We believe that our management team s operational and financial expertise uniquely position us to participate in developing sustainable solutions. Furthermore, we believe that many companies competing in this arena lack sufficient experience or access to capital to achieve their strategic objectives and to differentiate among the myriad investment opportunities and technologies. Similarly, interest in public equity markets for sustainable solutions has increased dramatically. We believe that this will be a key source of funding for future growth in mobility, including renewable fuels and related infrastructure, CCUS, and the circular economy. This is set against an investment landscape where both institutional and retail investors are increasingly incorporating environmental, social, and governance ( ESG ) considerations into their investment policies. The rapidly increasing importance of ESG as an investment policy goal is underscored by the fact that there are now over 300+ ESG-focused funds and ETFs globally and major institutional asset managers such as Blackrock are vocally pointing to sustainability as a central theme in their investment goals. We believe this backdrop will further enhance our ability to maximize stockholder value through investments in this space. Business Strategy Our business strategy is to identify, combine with and maximize the value of a company with operations providing sustainable solutions, including but not limited to mobility, including renewable fuels and related infrastructure, CCUS or the circular economy. In executing this strategy, we will look for a target that (i) complements the experience of our management team (ii) can benefit from our team s operating and financial expertise and (iii) represents a compelling investment opportunity for the Company and our stockholders. We will focus our efforts on opportunities where we feel we have a competitive advantage and are best situated to enhance the value of the business after completion of the business combination. Our management team s objective is to maximize value for our stockholders. We intend to achieve this objective by examining investment opportunities with, among other things, a visible path to profitability and cash flows with scalable sustainable solutions and large addressable markets. We believe these criteria offer us the best ability to identify an initial business combination that maximizes value for our stockholders. Our management team and board of directors have an extensive network of contacts that they will leverage in their efforts to identify an attractive target participating in sustainable solutions. Additionally, many members TABLE OF CONTENTS of our management team have worked together for decades. We believe this existing network and long history of working together are advantages in sourcing potential business combination targets. We also believe that our management team s reputation, experience and track record will make us a preferred counterparty for public and private companies participating in sustainable solutions. Some of the companies involved in Fortistar s historical investments would have been attractively sized as potential targets for our initial business combination. Therefore, Fortistar s ongoing implementation of its private investment strategy could be another source of targets for our initial business combination to the extent that certain investment opportunities it reviews may not be appropriate for its existing investment funds, but would be attractive to us. Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating targets for our initial business combination. We intend to use these criteria and guidelines in evaluating business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and guidelines. We currently intend to focus on targets that we believe: are well positioned to develop sustainable solutions, by focusing on businesses or assets that contribute to or enable carbon emission and waste reduction; have a positive environmental and social impact, taking into account stakeholders, employees and the community, without sacrificing a financial return for our stockholders; will benefit from our management team s operating expertise, technical expertise, structuring expertise, extensive network, insight and capital markets expertise in sustainable solutions; have opportunities to grow the business organically and via third-party acquisitions; will be well received by public investors and are expected to have access to the public capital markets, including ESG-focused investors; or are expected to generate attractive risk-adjusted returns for our stockholders. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet any or all of the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials that we would file with the SEC. Initial Business Combination The NASDAQ rules require that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less the deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm or other independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding TABLE OF CONTENTS voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test. If the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on NASDAQ for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our transactional, financial, managerial and investment experience to facilitate growth and seek to enhance cash flows. We are not prohibited from pursuing an initial business combination with a company that is affiliated with Fortistar, our sponsor, officers, or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Fortistar, our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Our sponsor, members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Several of the members of our management team are employed by Fortistar. Fortistar is continuously made aware of potential investment opportunities with energy and infrastructure companies, one or more of which we may desire to pursue for a business combination, but we have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such other entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such TABLE OF CONTENTS opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Fortistar may become aware of a potential business combination opportunity that is not a fit for the investment activities of Fortistar but that may be an attractive opportunity for our company. However, Fortistar is not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services to our company. Fortistar s role with respect to our company is expected to be primarily passive and advisory in nature. Fortistar may have fiduciary and/or contractual duties to its investment vehicles and to certain companies in which Fortistar has invested. As a result, Fortistar may have a duty to offer business combination opportunities to certain Fortistar funds before other parties, including our company. Additionally, certain companies in which Fortistar has invested may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination. Transactions of these types may present a conflict of interest because Fortistar may directly or indirectly receive a financial benefit as a result of such transaction. Fortistar, our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Corporate Information Our executive offices are located at One North Lexington Avenue, White Plains, NY, 10601, and our telephone number is (914) 421 4900. Upon completion of this offering, our corporate website address will be www. fortistarsustainablesolutions.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to invest in our securities. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates equals or exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. TABLE OF CONTENTS Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our shares of Class A common stock held by non-affiliates did not equal or exceed $250 million as of the prior June 30, or (2) our annual revenues did not equal or exceed $100 million during such completed fiscal year and the market value of our shares of Class A common stock held by non-affiliates did not equal or exceed $700 million as of the prior June 30. TABLE OF CONTENTS The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors. Securities offered 20,000,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-half of one warrant. Proposed NASDAQ symbols We anticipate that the units, the Class A common stock and warrants, once they begin separate trading, will be listed on NASDAQ under the following symbols: Units: FSSIU Class A common stock: FSSI Warrants: FSSIW Trading commencement and separation of Class A common stock and warrants The units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Credit Suisse Securities (USA) LLC and BofA Securities, Inc. inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K that includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K that includes an audited balance sheet reflecting our receipt of the gross proceeds promptly after the closing of this offering. The closing of this offering is TABLE OF CONTENTS anticipated to take place two business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 20,000,0001 Common stock: Number outstanding before this offering 5,750,0002,3 Number outstanding after this offering 25,000,0001,3,4 Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 6,000,0001 Number of warrants to be outstanding after this offering and the private placement 16,000,0001 Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of our Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Exercise price $11.50 per whole share, subject to customary adjustments as described herein including for per share dividends in excess of $0.10 per annum. In addition, if (x) we issue additional shares of our common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity 1 Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 750,000 founder shares. 2 Consists solely of founder shares and includes up to 750,000 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. 3 Founder shares are currently classified as shares of Class B common stock, which shares are convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. 4 Includes 20,000,000 shares of Class A common stock included in our units and 5,000,000 founder shares. We refer to our Class A common stock and our Class B common stock collectively herein as our common stock. TABLE OF CONTENTS proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 and Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. We have agreed that as soon as practicable, but in no event later than 20 business days, after the closing of our initial business combination, we will use our commercially reasonable efforts to file, and within 60 business days following our initial business combination to have declared effective, a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided, that if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their TABLE OF CONTENTS warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. No fractional shares will be issued upon exercise of the warrants, and only whole warrants will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of Class A common stock to be issued to the warrant holder. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption to each warrant holder, which we refer to as the 30-day redemption period; and if, and only if, the last reported sale price of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the Reference Value ) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities-Warrants-Public Stockholders Warrants-Anti-dilution Adjustments ). We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become TABLE OF CONTENTS redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by the sponsor or their permitted transferees. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Commencing ninety days after the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities-Warrants-Public Stockholders Warrants based on the redemption date and the fair market value of our Class A common stock (as defined below) except as otherwise described in Description of Securities - Warrants - Public Stockholders Warrants ; if, and only if, the Reference Value (as defined above under Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 ) equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities-Warrants-Public Stockholders Warrants-Anti-dilution Adjustments ); and if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities-Warrants-Public Stockholders Warrants-Anti-dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A common stock for the above purpose shall mean the volume weighted average price of our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). TABLE OF CONTENTS No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities-Warrants-Public Stockholders Warrants for additional information. Founder shares In August 2020, our sponsor purchased an aggregate of 5,750,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering. In January 2021, our sponsor transferred 25,000 founder shares to each of our independent director nominees at their original per share purchase price. As such, our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). If we further increase or decrease the size of the offering, we will effect a stock split or stock dividend or share contribution back to capital, as applicable, with respect to our Class B common stock immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20% of the outstanding shares of our common stock upon the consummation of this offering. Up to 750,000 founder shares will be subject to forfeiture by our sponsor (or its permitted transferees) depending on the extent to which the underwriters over-allotment option is not exercised so that our initial stockholders will maintain ownership of 20% of our common stock after this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason prior to our initial business combination; the founder shares are shares of Class B common stock that automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; the founder shares are subject to certain transfer restrictions, as described in more detail below; TABLE OF CONTENTS our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination and a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A common stock and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. Our initial stockholders have agreed to vote any founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised); and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination; or (B) subsequent to our initial business combination, (x) if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under the section of TABLE OF CONTENTS this prospectus entitled Principal Stockholders-Restrictions on Transfers of Founder Shares and Private Placement Warrants ). We refer to such transfer restrictions throughout this prospectus as the lock-up. Founder shares conversion and anti-dilution rights The shares of Class B common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination). Election of Directors; Voting Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by a resolution passed by a majority of our shares of Class B common stock. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of NASDAQ then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. In connection with our initial business combination, we may enter into a stockholders agreement or other arrangements with the stockholders of the target with respect to voting and other corporate governance matters following completion of the initial business combination. Our amended and restated certificate of incorporation will provide that our board of directors will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. TABLE OF CONTENTS In connection with our initial business combination, we may enter into a stockholders agreement or other arrangements with the stockholders of the target with respect to voting and other corporate governance matters following completion of the initial business combination. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 6,000,000 private placement warrants (or 6,600,000 private placement warrants if the underwriters overallotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a price of $1.00 per warrant ($6,000,000 in the aggregate or $6,600,000 in the aggregate if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each whole private placement warrant is exercisable for one whole share of our Class A common stock at $11.50 per share. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $200,000,000 (or $230,000,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under Description of Securities-Warrants-Public Stockholders Warrants-Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described under the section of this prospectus entitled Principal Stockholders-Restrictions on Transfers of Founder Shares and Private Placement Warrants ). Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00, they would surrender their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the Sponsor fair market value TABLE OF CONTENTS (defined below) less the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account The rules of NASDAQ provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000, or $10.00 per unit ($230,000,000, or $10.00 per unit, if the underwriters over-allotment option is exercised in full), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. and at a brokerage institution, with Continental Stock Transfer & Trust Company acting as trustee and $1,000,000 will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $7,000,000 (or $8,050,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting discounts and commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, including franchise and income tax obligations, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of: (a) the completion of our initial business combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to provide holders of our Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to the rights of holders of our Class A common stock, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public stockholders who redeem their shares of Class A common stock in connection with a stockholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such shares of Class A common stock so TABLE OF CONTENTS redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, including franchise and income taxes, unless and until we complete our initial business combination or our liquidation, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof. We estimate the interest earned on the trust account will be approximately $160,000 per year, assuming an interest rate of 0.08% per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1.0 million in working capital after the payment of approximately $1.0 million in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. The NASDAQ rules require that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (excluding the amount of any deferred underwriting discounts and commissions held in trust and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or an independent accounting firm. Our stockholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. TABLE OF CONTENTS We anticipate structuring our initial business combination so that the post-transaction company will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of NASDAQ s 80% of fair market value test, provided that in the event that the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the transactions and we will treat the transactions together as our initial business combination for seeking stockholder approval or for purposes of a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business-Permitted Purchases of Our Securities for a description of how our sponsor, initial stockholders, TABLE OF CONTENTS directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of shares of our Class A common stock or our public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. There is no limit on the number of public shares and public warrants that our initial stockholders, sponsor, officers, directors or their affiliates may purchase pursuant to the transactions described above. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, including franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting discounts and commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our business combination. TABLE OF CONTENTS Limitations on redemptions Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of our Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of our Class A common stock submitted for redemption will be returned to the holders thereof. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. In the case of a stockholder meeting, such election must be made (unless extended by us in our sole discretion) no later than two business days prior to the initially scheduled vote on the proposal to approve the initial business combination. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require stockholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We currently intend to conduct redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirements and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. If we hold a stockholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. TABLE OF CONTENTS If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of our common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). We will give at least 10 days prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or vote at all. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials mailed to such holders, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent time to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed business combination is not approved and we continue to search for a target business, we will promptly return any certificates delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which TABLE OF CONTENTS contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our NASDAQ listing or Exchange Act registration. Upon the public announcement of our business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of TABLE OF CONTENTS stockholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our business combination. Redemption rights in connection with proposed amendments to our certificate of incorporation Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law, or DGCL, or applicable stock exchange rules. Our initial stockholders, who will beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that would modify the substance or timing of our obligation to provide holders of our Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our business combination within 24 months from the closing of this offering, or with respect to any other provision relating to the rights of holders of our Class A common stock unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, including franchise and income taxes, divided by the number of then outstanding public shares. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as TABLE OF CONTENTS described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting discounts and commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation will provide that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period (subject to our ability to seek an extension of such 24-month period as described herein), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, including franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination within the 24-month time period. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period. TABLE OF CONTENTS The underwriters have agreed to waive their rights to their deferred underwriting discounts and commissions held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. If we are unable to complete an initial business combination within the 24-month period, we may seek an amendment to our amended and restated certificate of incorporation to extend the period of time we have to complete an initial business combination beyond 24 months. Our amended and restated certificate of incorporation will require that such an amendment be approved by holders of 65% of our outstanding common stock. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for office space, utilities, secretarial support and administrative services provided to us by our sponsor, in an amount equal to $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,000,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. The foregoing payments will be made from the proceeds of the sale of private placement warrants that will not be held in the trust account or from the funds available to us from interest income on the trust account balance. Audit committee We will establish and maintain an audit committee, which initially will be composed of a majority of independent directors and, within one year of the date of this offering, will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis any payments TABLE OF CONTENTS that were made to Fortistar, our sponsor, our officers and our directors, and any affiliates thereof, and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management-Committees of the Board of Directors-Audit Committee. Conflicts of interest Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities that are engaged in a similar business to which they have fiduciary or contractual duties. Our officers and directors may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor, and a potential target business may be presented to another entity prior to its presentation to us. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Fortistar, an affiliate of our sponsor, manages numerous investment vehicles and separately managed accounts. Fortistar and its affiliates may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Fortistar may be suitable both for us and for current or future investment vehicles managed by Fortistar and may be directed to such investment vehicles rather than to us. Neither Fortistar nor members of our management team who are also employed by Fortistar have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless, in the case of any such member of our management team, such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Fortistar and/or members of our management team, in their capacities as employees of Fortistar or in their other endeavors, may be required to present potential business combinations to the TABLE OF CONTENTS related entities described above, current or future affiliates of Fortistar, or third parties, before they present such opportunities to us. In addition, Fortistar and its affiliates and our officers and directors may sponsor or form other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target. For more information, see Risk Factors-Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented. In addition, we may be precluded from opportunities because they are being pursued by Fortistar and they may outperform any business we acquire. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm and the underwriters of this offering) for services rendered or products sold to us, or by a prospective target business with which we have entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes, including franchise and income taxes. This liability will not apply with respect to any claims by a third party or prospective target business who executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification obligations. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. TABLE OF CONTENTS Risks We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business-Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors. Summary of Risk Factors An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment: We are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by Fortistar, including our management team, and other businesses associated with our management team may not be indicative of future performance of an investment in the Company. Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed business combination and reduce the public float of our Class A common stock. You will not be entitled to protections normally afforded to investors of many other blank check companies. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 24 months, we may be unable to complete our initial business combination, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by events beyond our control, including a global or domestic health crisis such as the recent coronavirus ( COVID-19 ) outbreak and the status of debt and equity markets. TABLE OF CONTENTS The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view. We may not be able to complete our initial business combination within the 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest. Since our sponsor, officers and directors will lose their entire investment in us if our business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. Our initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support. Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. The other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. TABLE OF CONTENTS Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. December 31, 2020 Actual Balance Sheet Data: Working capital (deficiency) $(265,096) Total assets $ 397,038 Total liabilities $ 375,990 Stockholder s equity $ 21,048 TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001822888_virtuoso_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001822888_virtuoso_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5e1da55dcb1c2c3388576395aa0ba62bf77b4fda
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001822888_virtuoso_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: common stock are to our Class A common stock and our Class B common stock, collectively; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); management or our management team are to our officers and directors; private placement warrants are to the warrants initially issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor (or permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination; sponsor are to Virtuoso Sponsor LLC, a Delaware limited liability company affiliated with Jeffrey D. Warshaw, our Chief Executive Officer and Michael O. Driscoll, our Chief Financial Officer; ; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; and we, us, company or our company are to Virtuoso Acquisition Corp. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Overview We are a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any stage of its corporate evolution or in any industry or sector, we intend to focus our search on media companies, within the Digital Marketing, Digital Platforms, Subscription, and Ad Tech sectors. Our management team has had significant success sourcing, acquiring, growing and monetizing these types of companies. We believe this experience makes us well suited to identify, source, negotiate and execute an initial business combination with the ultimate goal of pursuing attractive risk-adjusted returns for our stockholders. 1 Table of Contents Management Team and Board of Directors We believe our management team is well positioned to identify and evaluate businesses within the media industry that would benefit from being a public company and from access to our expertise. We believe we can achieve this mission by utilizing our team s extensive experience in growing and operating media companies as well as our broad network of contacts in the media sector. Jeffrey D. Warshaw, Chief Executive Officer, has 35 years building, acquiring, operating and investing in media businesses. Starting at age 19, Mr. Warshaw has run a number of successful entities with a focus on creating strong market positions and exceptional management teams. At age 28 in 1993, Mr. Warshaw founded Connoisseur Communications Partners, an owner and operator of radio stations, starting with an initial investment of $250,000, partnered with Tinicum Investments and later Abry Partners, LLC. Through disciplined acquisitions and operating management, Connoisseur Communications Partners grew to 39 radio stations and was sold in 2000 to Cumulus Broadcasting for over $250,000,000. Following the sale of Connoisseur Communications Partners in 2004, Mr. Warshaw founded Connoisseur Media, a multi-platform local media company with radio, streaming, and digital and traditional advertising agency businesses. Connoisseur Media s radio operations, which have been assembled and grown, have the highest average market shares of any top radio group in the country. Mr. Warshaw was a pioneer of combining digital with legacy media, founding Ferocious Media as a division of Connoisseur Media in 2010. Over the course of his career, Mr. Warshaw has led numerous equity and debt raises for his companies. Mr. Warshaw has also successfully partnered with investment funds (Farallon, Abry, MatlinPatterson) to invest in media debt and assets. An important part of the success of these investments has been Mr. Warshaw s ability to operate these media businesses. In addition, from October 2017 to November 2019, Mr. Warshaw served on the board of Horizon HVAC, which was sold to New Mountain Capital in November 2019. Mr. Warshaw currently serves on the Board of the National Association of Broadcasters, is Chairman of the Nielsen Audio Advisory Council, a member of the Executive Committee of the Board of Directors of the Radio Advertising Bureau, Board Member of the Broadcasters Foundation of America, and Board Member of Phiphen Pictures. Mr. Warshaw has received many honors, including the Ward L. Quall Leadership Award from BFOA. Mr. Warshaw received a B.S.E. from the Wharton School of the University of Pennsylvania in 1986. Michael O. Driscoll, our Chief Financial Officer, has 38 years of experience in financial and Investment Management and currently serves as the EVP/CFO and Co-Founder of Connoisseur Media, where he started in 2004. He is responsible for managing the financial and administrative aspects of the Company including: finance and accounting, acquisitions, divestitures, financing transactions, financial structuring, insurance, taxes and also human recourses. Over the last 24 years of his partnership with Mr. Warshaw, he has been involved with numerous equity raises, financings and transactions exceeding well over $1 billion. Driscoll was responsible for due diligence and was involved in negotiating with lenders, investors sellers and buyers. Prior to Connoisseur Media, he was the CFO of Mr. Warshaw s Connoisseur Communications Partners from 1996 to 2001, where he managed finance and administration and played a critical part in the company quadrupling in size and was involved in the sale of the company for more than $250,000,000 in 2000. Prior to working with Mr. Warshaw, he was the SVP/CFO at US Radio, Inc., for 10 years from 1986 to 1996. US Radio Inc., which at the time, was the largest minority-controlled radio company in the industry, was primarily owned by a Blackstone merchant banking fund when it was sold in 1996 for $140,000,000. In 2020, he was named by Radio+ Television Business Report as one of the best finance leaders of 2020. Driscoll has a B.S. from the University of Connecticut, a M.S.M. from Purdue University, and a CFA from the CFA Institute. Samuel Hendel has 17 years of experience in the Investment Management industry and currently serves as the Portfolio Manager and President of Levin Easterly Partners, LLC the $4 billion AUM value manager, where he has been since 2009. Prior to Joining Levin Easterly, Hendel was Co-Portfolio Manager for risk arbitrage and event-driven strategies at Satellite Asset Management from 2006 to 2009. That position followed 3 years at UBS, from 2003 to 2006, where Hendel was an Associate Director, serving in both the portfolio trading and proprietary trading groups. In addition to his role at Levin Easterly, Hendel is a Co-Founder of Dataminr, the leading company for event and risk detection, which he began with two of his former Yale classmates in 2009. Dataminr s platform offers the earliest signals of major events to corporations, financial institutions, news media, and the public sector. CNBC recognized Dataminr as one of the world s most disruptive technology companies, which raised $392 million in June 2018 at a $1.6 billion valuation. In his personal capacity, Hendel is an Associate Fellow of Davenport College at Yale University in addition to being Co-Founder of Accelerate Yale, an alumni shared interest group focused on promoting entrepreneurship at Yale. Hendel has board experience serving as the Chairman of OkayMedia, which includes OkayPlayer, a music and lifestyle website founded in 1999 by Ahmir (Questlove) 2 Table of Contents Thompson of the hip hop band The Roots, and OkayAfrica, the leading digital media company focused on African culture. He also serves on the board of ImpaCT, a Connecticut-based charity focused on providing support to underprivileged youth in the local community alongside his wife. Hendel received a B.A. from Yale University. Peggy Koenig has over 30 years of investing in, managing and financing media, communications, information and business services companies. She is currently the Chair of Boston-based private equity firm, Abry Partners, where she was involved with starting the private equity practice in 1994 as a Partner. She served as co-CEO from 2010 to 2017, where she had principal responsibility for the firm s investment strategy, capital formation and investment team. Koenig has originated, supervised and sold numerous companies in Abry s targeted sectors. Areas of focus have included cable television, marketing services, logistics, business services, tech enabled services, and radio television broadcasting. Prior to joining Abry, she was the President and Founder of Koenig Management Group from 1992 to 1993. Before, Koenig, was a partner and member of the board of directors of Sillerman Communications Management Corporation from 1988 to 1992, a merchant bank making investments principally in the radio industry. She also has extensive media financing experience in industries including feature film production, cable television, and magazine publishing. She is currently the Producing Director of Black Cap Productions, where she is producing a musical inspired by the book Lives in Limbo. She is also a member of the National Board of the non-profit Cradles to Crayons, the Massachusetts Women s Forum, Citi Private Bank North American Advisory Board, and the Advisory Board of the CarrCenter for Human Rights at the Harvard Kennedy School. Koenig received a B.S. from Cornell University, an MBA from the Wharton Business School, and a fellowship in Advanced Leadership from Harvard University. She is currently a Vice Chair of the Board of Trustees of Cornell University, where she is Chair of the Research and Innovation Committee as well as a member of the Executive Committee of Cornell University. She is also a member of the Cornell Tech Council of Cornell s NY Tech Campus and a member of the Board of Advisors at the Millstein Program in Technology and Humanity. Alan Masarek has over 25 years of experience in communications, information technology and business services companies. Most recently, he was Chief Executive Officer and a member of the Board of Directors of Vonage (Nasdaq: VG) from November 2014 to June 30, 2020. As CEO, Mr. Masarek ushered in an era of transformation for Vonage, driving the company from its legacy focus providing VOIP-based residential home phone service into a global business cloud communications company. During his tenure, Vonage completed eight acquisitions, and market capitalization nearly quadrupled to over $2.5 billion. Mr. Masarek came to Vonage from Google, Inc., where he was Director, Chrome & Apps from June 2012 until October 2014, following the acquisition of his prior company, Quickoffice, Inc. Mr. Masarek was Co-founder and CEO of Quickoffice, Inc., one of the world s most widely recognized mobile brands. Under his leadership, Quickoffice became one of the world s most embedded mobile productivity software solutions, engaging more than 26 million registered users at the time of Google s purchase. Mr. Masarek earned his M.B.A., with Distinction, from Harvard Business School and his B.B.A., Magna Cum Laude, from the University of Georgia. Past performance of our management team and its affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate, or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team or its affiliates as indicative of our future performance. In addition, for a list of members of our management team and entities for which a conflict of interest may or does exist between such persons and the company, as well as the priority that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under Management Conflicts of Interest . Market Overview The media landscape continues to change dramatically. The continued shift of revenue from legacy to digital, the increasing bifurcation of focus on local vs. national, uncertainty of the long-term use of third-party data, and the commoditization of advertising inventory has created tremendous opportunities as well as challenges to traditional models. Many companies are challenged to constantly refine their business plans in order to stay relevant, and there are emerging technologies and patterns that create further dislocation. With the dislocation comes potential new ways to monetize and carve out viable paths to long-term growth. We believe that well-financed, nimble companies that can grow organically as well as through an accretive acquisition strategy will have a sustainable advantage. In addition to the ongoing shifts in the landscape, the impact of Covid-19 on the media industry has been profound, and, in many cases, devastating. Ad revenue has been severely impacted, leaving many otherwise excellent companies in financial difficulties and operating distress. We will be in the position to provide capital, along with 3 Table of Contents management expertise, financial sophistication and deep experience in mergers and acquisitions to grow and capitalize upon potential attractive valuations to drive strategic outcomes. We believe that there are numerous companies that could become attractive public companies. These companies display many different business models that include high growth companies, strong free cash flow generating companies, and innovative technology platforms to companies that have high barriers to entry. Although we see great opportunities in the broad media space, we may pursue a business combination outside of that industry. Business Strategy Our business strategy is to leverage our management team s industry knowledge, strategic vision, operational expertise and business connections built up over decades in the media industry in combination with the resources available to the sponsor and its affiliates to identify and complete our initial business combination with a company that our management and Board believes has compelling potential for value creation through our involvement. Mr. Warshaw and Mr. Driscoll, will leverage their long-term partnership, investment experience, deep network and media industry expertise to identify and generate attractive acquisition opportunities among lower middle-market media companies, within the digital marketing, digital platforms, subscription models, and ad tech sub verticals. In addition to leveraging our management and Board s network of proprietary and public transaction sources, where we believe the combination of our relationships, knowledge and experience could effect a business combination, our management team also has experience in the following, which we will use to our advantage in the search and combination process Executing acquisitions/sales, including numerous complex transactions, equity raises and bank syndications. Developing and growing companies, both organically and through strategic transactions and acquisitions, and expanding the product range and geographic footprint of a number of target businesses; Extensive operating experience and success with turnarounds, consolidations, and start-ups. Created and maintained dominant market positions many times. Demonstrated ability to repeatedly capitalize on market opportunities Experience in investing in private and public companies to accelerate their growth and maturation; Creating relationships with sellers, capital providers and management teams. Business Combination Criteria Our business combination criteria will not be limited to a particular industry or geographic sector, however, given the experience of our management team and board, we intend to focus our search on media companies with an enterprise value of approximately $650 million to $1.5 billion. We believe the following general criteria and guidelines are important in evaluating prospective target businesses, but we may decide to enter into a business combination with a target business that does not meet these criteria and guidelines. Large and growing market. We will focus on investments in industry segments that we believe demonstrate attractive long-term growth prospects and reasonable overall size or potential; Prepared to be a public company. We intend to pursue a company that will benefit from having a public currency in order to enhance their ability to pursue accretive acquisitions, high-return capital projects, and/or strengthen their balance sheet. Strong management teams. We will spend significant time assessing a company s leadership and personnel and evaluating what we can do to augment and/or upgrade the team over time if needed; Opportunity for operational improvements. We will seek to identify businesses that we believe are stable but at an inflection point and would benefit from our ability to drive improvements in the company s processes, go-to-market strategy, product or service offering, sales and marketing efforts, geographical presence and/or leadership team; 4 Table of Contents Compelling growth prospects. We view growth as an important driver of value and will seek companies whose growth potential can generate meaningful upside. Appropriate valuations. We will seek to acquire a target on terms and in a manner that leverages our experience in investing and acquiring businesses These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we find an opportunity that has characteristics more compelling to us than the characteristics described above, we would pursue such opportunity. Competitive Strengths We intend to leverage the following sources of competitive strength in seeking to achieve our business strategy: Management team s industry knowledge and contacts. Deal flow and business development resources available to our sponsor and its affiliates. Management team s experience and reputation in sourcing opportunities. Extensive relationships within the private equity community (a likely source of deal flow). Management team s demonstrated ability to create value for their stockholders. Strong track record of operational excellence. Our Acquisition, Investment and Post-Closing Process In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things: an analysis of overall industry and competitive conditions, a review of historical financial and operating data, meetings with incumbent management and employees, interaction with third-parties who are industry experts, on-site inspection of facilities and assets, discussion with customers and suppliers, legal and other reviews as we deem appropriate. We will also utilize the expertise of our management team and our sponsor s and its affiliates resources in analyzing and evaluating operating plans, financial projections and determining the appropriate return expectations given the risk profile of the target business as well as the suitability of the target to become a public company. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, subject to certain approvals and consents. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders fairness opinions that our initial business combination is fair to us from a financial point of view. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. 5 Table of Contents We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act . Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Our Business Combination Process Members of our management team may directly or indirectly own our founders shares, common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination, as we believe any such opportunities presented would be smaller than what we are interested in, in different fields than what we would be interested in, or that our obligations are to entities that are not themselves in the business of engaging in business combinations. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Our officers have agreed not to become an officer of any other special purpose acquisition company with a class of securities intended to be registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which has publicly filed a registration statement with the SEC until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 24 months from the consummation of this offering. 6 Table of Contents Corporate Information Our executive offices are located at 180 Post Road East, Westport, CT 06880 and our telephone number is (203) 227-1978. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. 7 Table of Contents THE OFFERING
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001823034_hudson_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001823034_hudson_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..73617911981cbab9400a81e0afe388ff737b59a4
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001823034_hudson_prospectus_summary.txt
@@ -0,0 +1 @@
+Table of Contents Our amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. Limitation on redemption rights of stockholders holding 20% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 20% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 20% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 20% of the shares sold in this offering) for or against our initial business combination. Table of Contents Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of this offering to complete our initial business combination. If we do not complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Our initial stockholders have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder Table of Contents shares if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then-outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. Limited payments to insiders Except as discussed below, there will be no finder s fees, reimbursements, monies in respect of any payment of a loan or any other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from (i) funds held outside the trust account or (ii) interest earned on the trust account and released to us to pay our taxes: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Table of Contents at the closing of our initial business combination, an advisory or similar fee to our sponsor or an affiliate of our sponsor, in an amount that constitutes a market standard fee for comparable transactions and in the event an affiliate of our sponsor acts as a placement agent in connection with any private placement of securities in connection with the closing of our initial business combination, such entity may also receive customary fees for such services; reimbursement for office space, secretarial and administrative services provided to members of our management team by an affiliate of our sponsor, in an amount not to exceed $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors as required by the Nasdaq rules and Rule 10A of the Exchange Act, to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest Hudson Executive Capital manages several investment vehicles. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity, including public and private funds under the management of Hudson Executive Capital and their respective portfolio companies, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. In addition, existing and future funds managed by Hudson Executive Capital and their respective portfolio companies may compete with us for business combination opportunities and, if such opportunities are pursued by such entities, we may be precluded from pursuing such opportunities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity Table of Contents which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and may only decide to present it to us if such entity rejects the opportunity and consummating the same would not violate any restrictive covenants to which such officers and directors are subject. Notwithstanding the foregoing, we may pursue an affiliated joint acquisition with one or more affiliates of Hudson Executive Capital and/or one or more investors in Hudson Executive Capital or one of its affiliates. Such entities may co invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity linked securities. Our sponsor and the other members of our management team are not restricted from participating in the formation of, and none of their affiliates are restricted from, becoming a sponsor or an officer or director of, any other special purpose acquisition company. In particular, Mr. Braunstein and Mr. Bergeron have formed and are actively engaged in HEIC I, a special purpose acquisition company, which completed its initial public offering in June 2020. Any such companies, including HEIC I, may present additional conflicts of interest in pursuing an acquisition target. We may also engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and may pay such entity a fee in an amount that constitutes a market standard fee for comparable transactions and in the event an affiliate of our sponsor acts as a placement agent in connection with any private placement of securities in connection with the closing of our initial business combination, such entity may also receive customary fees for such services. See Risk Factors We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise with respect to our business combinations and certain other transactions. Any fee in connection with such engagement may be conditioned upon the completion of such transactions. This financial interest in the completion of such transactions may influence the advice such entity provides. Certain of our officers and directors have or will have direct and indirect economic interests in us and/or our sponsor after the consummation of this offering and such interests may potentially conflict with those of our public shareholders as we evaluate and decide whether to recommend a potential business combination to our public shareholders. Table of Contents RISK FACTORS We are a blank check company that has conducted no operations and has generated no revenues to date. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors beginning on page 33 of this prospectus. These risks include but are not limited to: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us. Our stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our stockholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. The requirement that we complete our initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. If we seek stockholder approval of our initial business combination, our sponsor, initial stockholders, directors, executive officers, advisors and their affiliates may elect to purchase shares or public Table of Contents warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public float of our Class A common stock. If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless. If the net proceeds of this offering not being held in the trust account are insufficient to allow us to operate for at least the 24 months following the closing of the offering, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination. We may issue additional shares of Class A common stock or shares of preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. Any such issuances would dilute the interest of our stockholders and likely present other risks. Unlike some other similarly structured special purpose acquisition companies, our initial stockholders will receive additional shares of Class A common stock if we issue certain shares to consummate an initial business combination. Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our shares of Class A common stock and could entrench management. Table of Contents SUMMARY FINANCIAL DATA The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. As of December 31, 2020 Balance Sheet Data: Working capital (deficit) $ (276,718 ) Total assets $ 300,635 Total liabilities $ 276,903 Stockholder s equity $ 23,732 Table of Contents RISK FACTORS An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Risks Relating to Our Search for, and Consummation of or Inability to Consummate, an Initial Business Combination Our stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our stockholders do not support such a combination. We may choose not to hold a stockholder vote to approve our initial business combination if the business combination would not require stockholder approval under applicable law or stock exchange listing requirements. Except for as required by applicable law or stock exchange requirements, the decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our common stock do not approve of the business combination we complete. Please see the section entitled Proposed Business Stockholders May Not Have the Ability to Approve Our Initial Business Combination for additional information. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors may complete a business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the business combination, unless we seek such stockholder vote. Accordingly, your only opportunity to affect the investment decision regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial business combination. If we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. Our initial stockholders will own 20% of our outstanding common stock immediately following the completion of this offering. Our initial stockholders and management team also may from time to time purchase Class A common stock prior to our initial business combination. Our amended and restated certificate of incorporation provides that, if we seek stockholder approval of an initial business combination, such initial business combination will be approved if we receive the affirmative vote of a majority of the shares voted at such meeting, including the founder shares. As a result, in addition to our initial stockholders founder shares, we would need 18,750,001, or 37.5%, of the 50,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). Accordingly, if we seek stockholder approval of our initial business combination, the agreement by our initial stockholders and management team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite stockholder approval for such initial business combination. Table of Contents The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or make us unable to satisfy a minimum cash condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. At the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. In addition, the amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market. Table of Contents The requirement that we complete our initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders. Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within 24 months from the closing of this offering. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. The COVID-19 outbreak has resulted in, and a significant outbreak of other infectious diseases could also result in, a global health crisis that could adversely affect economies and financial markets worldwide, and specifically the business of any potential target business with which we consummate a business combination. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continues to restrict travel, limit the ability to have meetings with potential investors or the target company s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others, including the efficacy and adoption of recently developed vaccines with respect to COVID-19. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all. We may not be able to complete our initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. We may not be able to find a suitable target business and complete our initial business combination within 24 months after the closing of this offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, including the efficacy and adoption of recently developed vaccines with respect to COVID-19, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding Table of Contents up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. If we seek stockholder approval of our initial business combination, our sponsor, initial stockholders, directors, executive officers, advisors and their affiliates may elect to purchase shares or public warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public float of our Class A common stock. If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. In the event that our sponsor, initial stockholders, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases of our Securities for a description of how our sponsor, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. In addition, if such purchases are made, the public float of our Class A common stock or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange. If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a stockholder fails to receive our proxy materials or tender offer documents, as applicable, such stockholder may not become aware Table of Contents of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the date on which the vote on the proposal to approve the initial business combination is to be held. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. In the event that a stockholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. See the section of this prospectus entitled Proposed Business Delivering Stock Certificates in Connection with the Exercise of Redemption Rights. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Our public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, and (iii) the redemption of our public shares if we do not complete an initial business combination within 24 months from the closing of this offering, subject to applicable law and as further described herein. In addition, if we do not complete an initial business combination within 24 months from the closing of this offering, Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in our trust account. In that case, public stockholders may be forced to wait beyond 24 months from the closing of this offering before they receive funds from our trust account. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. If the net proceeds of this offering not being held in the trust account are insufficient to allow us to operate for at least the 24 months following the closing of the offering, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination. Of the net proceeds of this offering, only $1,000,000 will be available to us initially outside the trust account. We believe that, upon closing of this offering, the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the 24 months following such closing; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a no-shop provision (a provision in letters of intent or merger agreements designed to keep target businesses from shopping around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do Table of Contents not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we do not complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public stockholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless. Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment. Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. Table of Contents If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share. Our placing of funds in the trust account may not protect those funds from third party claims against us. Although we will seek to have all vendors (other than the independent registered public accounting firm), service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party s engagement would be significantly more beneficial to us than any alternative. The underwriters of this offering will not execute agreements with us waiving such claims to the monies held in the trust account. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we do not complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part, our sponsor will agree that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Table of Contents Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders. In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share. The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders in connection with a redemption may be less than $10.00 per share. The proceeds of this offering which are held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. However, central banks in Europe and Japan have issued treasury obligations with interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share. If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages. If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a preferential transfer or a fraudulent conveyance. As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, by paying public stockholders from the trust account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages. Table of Contents If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced. If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced. If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including: restrictions on the nature of our investments; and restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including: registration as an investment company with the SEC; adoption of a specific form of corporate structure; and reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to. In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading investment securities constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor. We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an investment company within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered in Table of Contents connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering; and (iii) absent an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, our return of the funds held in the trust account to our public stockholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations. We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business s operations or capital structure. Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors, including financial services. Our amended and restated certificate of incorporation prohibits us from effectuating a business combination with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Additionally, the target business we select or the resulting combined entity may have a dual-class equity structure, which may have the effect of concentrating voting power with certain individuals whose interests may differ from yours. Dual-class structures may limit your ability to influence the outcome of important transactions, including a change in control, and might ultimately affect the market price of the common stock of the combined entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to Table of Contents investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. In evaluating a prospective target business for our initial business combination, our management will rely on the availability of all the funds from the sale of the forward purchase units to be used as part of the consideration to the sellers in the initial business combination. If the sale of the forward purchase units fails to close, we may lack sufficient funds to consummate our initial business combination. In connection with the consummation of this offering, we will enter into a forward purchase agreement with HEC Master pursuant to which HEC Master will commit that it will purchase from us up to 5,000,000 forward purchase units for an aggregate purchase price of up to $50,000,000, in a private placement that will close concurrently with the closing of our initial business combination. Pursuant to the terms of the forward purchase agreement, HEC Master will have the option to assign its commitment to one of its affiliates. The proceeds from the sale of these forward purchase units, together with the amounts available to us from the trust account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by us in connection with the business combination, will be used to satisfy the cash requirements of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the trust account and other financing are sufficient for such cash requirements, fewer than 5,000,000 forward purchase units may be purchased. HEC Master s commitment under the forward purchase agreement will be subject to approval, prior to our entering into a definitive agreement for our initial business combination, of its investment committee. In addition, HEC Master s obligation to purchase the forward purchase units will be subject to fulfillment of customary closing conditions, including that our initial business combination must be consummated substantially concurrently with the purchase of the forward purchase units. If the sale of the forward purchase units does not close for any reason, including by reason of the failure to fund the purchase price, for example, we may lack sufficient funds to consummate our initial business combination. We may seek business combination opportunities in industries or sectors that may be outside of our management s areas of expertise. We will consider a business combination outside of our management s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a business combination candidate. Table of Contents Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines. Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless. We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our stockholders from a financial point of view. Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent accounting firm or independent investment banking firm which is a member of FINRA that the price we are paying is fair to our stockholders from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination. We may issue additional shares of Class A common stock or shares of preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. Any such issuances would dilute the interest of our stockholders and likely present other risks. Our amended and restated certificate of incorporation authorizes the issuance of up to 380,000,000 shares of Class A common stock, par value $0.0001 per share, 20,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Immediately after this offering, there will be 330,000,000 and 7,500,000 (assuming in each case that the underwriters have not exercised their over-allotment option and the forfeiture of 1,875,000 shares of Class B common stock) authorized but unissued shares of Class A common stock and Class B common stock, respectively, available for issuance, which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B common stock, if any, or any shares issued upon the sale of the forward purchase shares or upon the exercise of the forward purchase warrants. The Class B common stock is automatically convertible into Class A common stock concurrently with or immediately following the consummation of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated certificate of incorporation. Immediately after this offering, there will be no shares of preferred stock issued and outstanding. Table of Contents We may issue a substantial number of additional shares of Class A common stock or shares of preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock to redeem the warrants or upon conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein. However, our amended and restated certificate of incorporation provides, among other things, that prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of this offering or (y) amend the foregoing provisions. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote. The issuance of additional shares of common stock or shares of preferred stock: may significantly dilute the equity interest of investors in this offering; may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock; could cause a change in control if a substantial number of shares of Class A common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and may adversely affect prevailing market prices for our units, Class A common stock and/or warrants. Unlike some other similarly structured special purpose acquisition companies, our initial stockholders will receive additional shares of Class A common stock if we issue certain shares to consummate an initial business combination. The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination (including the forward purchase shares but not the forward purchase warrants), excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. This is different than some other similarly structured special purpose acquisition companies in which the initial stockholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to our initial business combination. Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless. We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and Table of Contents attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless. We may only be able to complete one business combination with the proceeds of this offering, the sale of the private placement warrants and the sale of the forward purchase units, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. The net proceeds from this offering and the private placement of warrants will provide us with $482,500,000 (or $554,875,000 if the underwriters over-allotment option is exercised in full) that we may use to complete our initial business combination (after taking into account the $17,500,000, or $20,125,000 if the over-allotment option is exercised in full, of deferred underwriting commissions being held in the trust account). The proceeds from the sale of the forward purchase units will be in an amount up to $50,000,000. We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be: solely dependent upon the performance of a single business, property or asset, or dependent upon the development or market acceptance of a single or limited number of products, processes or services. This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination. We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability. If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations. Table of Contents We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all. In pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all. Our management may not maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business. We may structure our initial business combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of Class A common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding Class A common stock subsequent to such transaction. In addition, in a case where we acquire a controlling but less-than-50% voting interest in a target, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company s shares than we initially acquired. Accordingly, this may make it more likely that our management will not maintain control of the target business. We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our stockholders or warrant holders do not agree. Our amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares in connection with such initial business combination, all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Table of Contents In order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination that our stockholders may not support. In order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated certificate of incorporation requires the approval of holders of 65% of our common stock, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then-outstanding private placement warrants. In addition, our amended and restated certificate of incorporation requires us to provide our public stockholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination within 24 months of the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination. The provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of 65% of our common stock, which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore, to amend our amended and restated certificate of incorporation to facilitate the completion of an initial business combination that some of our stockholders may not support. Our amended and restated certificate of incorporation provides that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), may participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which govern our pre-business combination behavior more easily than some other special purpose acquisition companies, and this may increase our ability to complete a business combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to written agreements with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our Table of Contents initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then-outstanding public shares. Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers, directors or director nominees for any breach of these agreements. As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law. Certain agreements related to this offering may be amended without stockholder approval. Each of the agreements related to this offering to which we are a party, other than the warrant agreement and the investment management trust agreement, may be amended without stockholder approval. Such agreements are: the underwriting agreement; the letter agreement among us and our initial stockholders, sponsor, officers and directors; the registration rights agreement among us and our initial stockholders; the private placement warrants purchase agreement between us and our sponsor; and the administrative services agreement among us, our sponsor and an affiliate of our sponsor. These agreements contain various provisions that our public stockholders might deem to be material. For example, our letter agreement and the underwriting agreement contain certain lock-up provisions with respect to the founder shares, private placement warrants and other securities held by our initial stockholders, sponsor, officers and directors. Amendments to such agreements would require the consent of the applicable parties thereto and would need to be approved by our board of directors, which may do so for a variety of reasons, including to facilitate our initial business combination. While we do not expect our board of directors to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement. Any amendment entered into in connection with the consummation of our initial business combination will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to such initial business combination, and any other material amendment to any of our material agreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from our stockholders, may result in the completion of our initial business combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, amendments to the lock-up provision discussed above may result in our initial stockholders selling their securities earlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities. We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless. Although we believe that the net proceeds of this offering, the sale of the private placement warrants and the forward purchase securities will be sufficient to allow us to complete our initial business combination, because we have not yet selected any specific target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering, the sale of the private placement warrants and the forward purchase securities prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. The current economic environment has made it especially difficult for companies to obtain acquisition financing. To the extent that Table of Contents additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination. If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us. If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations. If we pursue a target a company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates. If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following: costs and difficulties inherent in managing cross-border business operations; rules and regulations regarding currency redemption; complex corporate withholding taxes on individuals; laws governing the manner in which future business combinations may be effected; exchange listing and/or delisting requirements; tariffs and trade barriers; regulations related to customs and import/export matters; local or regional economic policies and market conditions; unexpected changes in regulatory requirements; challenges in managing and staffing international operations; longer payment cycles; tax issues, such as tax law changes and variations in tax laws as compared to the United States; currency fluctuations and exchange controls; rates of inflation; challenges in collecting accounts receivable; cultural and language differences; employment regulations; Table of Contents underdeveloped or unpredictable legal or regulatory systems; corruption; protection of intellectual property; social unrest, crime, strikes, riots and civil disturbances; regime changes and political upheaval; terrorist attacks and wars; and deterioration of political relations with the United States. We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations. Risks Relating to our Securities Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. Under the Delaware General Corporation Law (the DGCL ), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the funds in our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months from the closing of this offering may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the 24th month from the closing of this offering in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures. Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the funds in our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months from the closing of this offering is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. Table of Contents We may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to elect directors. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL. You will not be permitted to exercise your warrants unless we register and qualify the underlying Class A common stock or certain exemptions are available. If the issuance of the Class A common stock upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A common stock included in the units. We are not registering the Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the registration under the Securities Act of the Class A common stock issuable upon exercise of the warrants and thereafter will use our commercially reasonable efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares of Class A common stock issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. In no event will warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available. If our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of covered securities under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available. Table of Contents In no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. You may only be able to exercise your public warrants on a cashless basis under certain circumstances, and if you do so, you will receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash. The warrant agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the shares of Class A common stock issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; (ii) if we have so elected and the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of covered securities under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the public warrants for redemption. If you exercise your public warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of our shares of Class A common stock (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value and (B) 0.361 per warrant. The fair market value of our Class A common stock shall mean the volume-weighted average price of our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. As a result, you would receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash. Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. We will apply to have our units listed on Nasdaq on or promptly after the date of this prospectus and our Class A common stock and warrants on or promptly after their date of separation. We cannot guarantee that our securities will be approved for listing on Nasdaq. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum average global market capitalization and a minimum number of holders of our securities. Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq s initial listing requirements, which are more rigorous than Nasdaq s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share and our stockholder s equity would generally be required to be at least $5.0 million. We cannot assure you that we will be able to meet those initial listing requirements at that time. If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity for our securities; a determination that our Class A common stock is a penny stock which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; Table of Contents a limited amount of news and analyst coverage; and a decreased ability to issue additional securities or obtain additional financing in the future. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as covered securities. Because we expect that our units and eventually our Class A common stock and warrants will be listed on Nasdaq, our units, Class A common stock and warrants will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities. You will not be entitled to protections normally afforded to investors of many other blank check companies. Since the net proceeds of this offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a blank check company under the United States securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the completion of this offering and the sale of the private placement warrants and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if this offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of stockholders are deemed to hold in excess of 20% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 20% of our Class A common stock. If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares sold in this offering without our prior consent, which we refer to as the Excess Shares. However, we would not be restricting our stockholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 20% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss. Table of Contents Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless. We expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of this offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a stockholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we do not complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless. We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders investment in us. Although we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including: default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; our inability to pay dividends on our Class A common stock; using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; Table of Contents increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. Our initial stockholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support. Upon closing of this offering, our initial stockholders will own 20% of our issued and outstanding common stock (assuming they do not purchase any units in this offering). Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation. If our initial stockholders purchase any units in this offering or if our initial stockholders purchase any additional Class A common stock in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our initial stockholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this prospectus. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A common stock. In addition, our board of directors, whose members were elected by our sponsor, is and will be divided into three classes, each of which will generally serve for a terms for three years with only one class of directors being elected in each year. We may not hold an annual meeting of stockholders to elect new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual meeting, as a consequence of our staggered board of directors, only a minority of the board of directors will be considered for election and our initial stockholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial stockholders will continue to exert control at least until the completion of our initial business combination. The forward purchase shares will not be issued until completion of our initial business combination, and, accordingly, will not be included in any stockholder vote until such time. Our initial stockholders paid an aggregate of $25,000, or approximately $0.002 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our shares of Class A common stock. The difference between the public offering price per share (allocating all of the unit purchase price to the share of Class A common stock and none to the warrant included in the unit) and the pro forma net tangible book value per share of our Class A common stock after this offering constitutes the dilution to you and the other investors in this offering. Our initial stockholders acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and the other public stockholders will incur an immediate and substantial dilution of approximately 96.6% (or $9.66 per share, assuming no exercise of the underwriters over-allotment option), the difference between the pro forma net tangible book value per share after this offering of $0.34 and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of shares of Class A common stock on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination and would become exacerbated to the extent that public stockholders seek redemptions from the trust for their public shares. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive to our Class A common stock. Table of Contents We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of Class A common stock purchasable upon exercise of a warrant could be decreased, all without your approval. Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or to correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of Class A common stock purchasable upon exercise of a warrant. Our warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company. Our warrant agreement will provide that, subject to applicable law: (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The warrant agreement will also provide that we will waive any objection to such exclusive jurisdiction or that such courts represent an inconvenient forum. Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a foreign action ) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an enforcement action ) and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder s counsel in the foreign action as agent for such warrant holder. This choice-of-forum provision may limit a warrant holder s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors. Table of Contents We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to proper notice of such redemption provided that on the date we give notice of redemption. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us for cash so long as they are held by their initial purchasers or their permitted transferees. Our warrants may have an adverse effect on the market price of our shares of Class A common stock and make it more difficult to effectuate our initial business combination. We will be issuing warrants to purchase 10,000,000 shares of our Class A common stock (or 11,500,000 shares of Class A common stock if the underwriters over-allotment option is exercised in full) as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing in a private placement an aggregate of 8,000,000 private placement warrants (or 9,000,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share. We may also issue up to 1,000,000 forward purchase warrants pursuant to the forward purchase agreement. In addition, if our sponsor or an affiliate of our sponsor or certain of our officers and directors makes any working capital loans, up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. To the extent we issue common stock to effectuate a business transaction, the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding shares of Class A common stock and reduce the value of the Class A common stock issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business. Because each unit contains one-fifth of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies. Because each unit contains one-fifth of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies. Each unit contains one-fifth of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one common share and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate Table of Contents for one-fifth of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share. The determination of the offering price of our units, the size of this offering and terms of the units is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating company. Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the underwriters. In determining the size of this offering, management held customary organizational meetings with representatives of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of this offering, prices and terms of the units, including the Class A common stock and warrants underlying the units, include: the history and prospects of companies whose principal business is the acquisition of other companies; prior offerings of those companies; our prospects for acquiring an operating business at attractive values; a review of debt to equity ratios in leveraged transactions; our capital structure; an assessment of our management and their experience in identifying operating companies; general conditions of the securities markets at the time of this offering; and other factors as were deemed relevant. Although these factors were considered, the determination of our offering size, price and terms of the units is more arbitrary than the pricing of securities of an operating company in a particular industry since we have no historical operations or financial results. There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities. There is currently no market for our securities. Stockholders therefore have no access to information about prior market history on which to base their investment decision. Following this offering, the price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of the COVID-19 outbreak. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained. Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses. The federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America ( GAAP ), or international financial reporting standards as issued by the International Accounting Standards Board ( IFRS ), depending on the Table of Contents circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) ( PCAOB ). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our shares of Class A common stock and could entrench management. Our amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred stock, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. The grant of registration rights to our initial stockholders and holders of our private placement warrants and forward purchase securities may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our shares of Class A common stock. Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our initial stockholders and their permitted transferees can demand that we register the shares of Class A common stock into which founder shares are convertible, holders of our private placement warrants and their permitted transferees can demand that we register the private placement warrants and the Class A common stock issuable upon exercise of the private placement warrants, holders of our forward purchase securities and their permitted transferees can demand that we register the forward purchase shares and the forward purchase warrants (and the underlying Class A common stock) and holders of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class A common stock issuable upon conversion of such warrants. The registration rights will be exercisable with respect to the founder Table of Contents shares and the private placement warrants and the Class A common stock issuable upon exercise of such private placement warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A common stock. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A common stock that is expected when the shares of common stock owned by our initial stockholders, holders of our private placement warrants, holders of our working capital loans or holders of our forward purchase securities or their respective permitted transferees are registered. Risks Relating to Our Management Team We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate. Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us. We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise with respect to our business combinations and certain other transactions. Any fee in connection with such engagement may be conditioned upon the completion of such transactions. This financial interest in the completion of such transactions may influence the advice such entity provides. We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such entity a fee in an amount that constitutes a market standard for comparable transactions. Pursuant to any such engagement, such entity may earn its fee upon closing of the initial business combination. The payment of such fee would likely be conditioned upon the completion of the initial business combination. Therefore, such entities may have additional financial interests in the completion of the initial business combination. These financial interests may influence the advice such entity provides us, which advice would contribute to our decision on whether to pursue a business combination with any particular target. Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business. Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. Table of Contents Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous. Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Delaware law. We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company. When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not Table of Contents obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive officers and directors other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our executive officers and directors other business affairs, please see Management Officers, Directors and Director Nominees. Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. For a complete discussion of our executive officers and directors business affiliations and the potential conflicts of interest that you should be aware of, please see Management Officers, Directors and Director Nominees, Conflicts of Interest and Certain Relationships and Related Party Transactions. Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive officers, although we do not intend to do so, or we may acquire a target business through an affiliated joint acquisition with one or more affiliates of Hudson Executive Capital and/or one or more investors in Hudson Executive Capital or one of its affiliates. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours. The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Delaware law and we or our stockholders might have a claim against such individuals for infringing on our stockholders rights. However, we might not ultimately be successful in any claim we may make against them for such reason. Table of Contents We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or existing holders which may raise potential conflicts of interest. In light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers, directors or existing holders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under Management Conflicts of Interest. Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in Proposed Business Effecting our Initial Business Combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, executive officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest. Moreover, we may pursue an affiliated joint acquisition opportunity with one or more affiliates of Hudson Executive Capital and/or one or more investors in Hudson Executive Capital or one of its affiliates. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the business combination by issuing to such parties a class of equity or equity-linked securities. Accordingly, such persons or entities may have a conflict between their interests and ours. Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. On August 21, 2020, our sponsor purchased an aggregate of 14,375,000 founder shares in exchange for a capital contribution of $25,000, or approximately $0.002 per share. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 57,500,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 1,875,000 of the founder shares will be forfeited depending on the extent to which the underwriters over-allotment is exercised. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor has committed to purchase an aggregate of 8,000,000 private placement warrants (or 9,000,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable for one share of Class A common stock at $11.50 per share, for an aggregate purchase price of $12,000,000 (or $13,500,000 if the underwriters over-allotment option is exercised in full), or $1.50 per warrant, that will also be worthless if we do not complete our initial business combination. Our officers own interests in the sponsor. The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 24-month anniversary of the closing of this offering nears, which is the deadline for our completion of an initial business combination. Table of Contents General Risk Factors We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. We are a blank check company established under the laws of the State of Delaware with no operating results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues. Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us. Information regarding performance by, or businesses associated with, our management team or businesses associated with them is presented for informational purposes only. Past performance by our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. You should not rely on the historical record of the performance of our management team or businesses associated with them as indicative of our future performance of an investment in us or the returns we will, or is likely to, generate going forward. We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. We are an emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A common stock held by non-affiliates exceeds $700 million as of the last business day of the most recently completed second fiscal quarter, in which case we would no longer be an emerging growth company as of the following December 31st. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make Table of Contents comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the last business day of the most recently completed second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Provisions in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers. Our amended and restated certificate of incorporation requires, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder s counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Notwithstanding the foregoing, our amended and restated certificate of incorporation provides that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers. Table of Contents Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss. We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss. Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements contained in this prospectus may constitute forward-looking statements for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipate, believe, continue, could, estimate, expect, intends, may, might, plan, possible, potential, predict, project, should, would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about: our ability to select an appropriate target business or businesses; our ability to complete our initial business combination; our expectations around the performance of the prospective target business or businesses; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; the proceeds of the forward purchase units being available to us; our potential ability to obtain additional financing to complete our initial business combination; our pool of prospective target businesses; our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic, including the efficacy and adoption of recently developed vaccines with respect to COVID-19; the ability of our officers and directors to generate a number of potential business combination opportunities; our public securities potential liquidity and trading; the lack of a market for our securities; the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; the trust account not being subject to claims of third parties; or our financial performance following this offering. The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading Risk Factors beginning on page 33. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Table of Contents USE OF PROCEEDS We are offering 50,000,000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of the private placement warrants will be used as set forth in the following table. Without Over- allotment Option Over- allotment Option Exercised Gross proceeds Gross proceeds from units offered to public(1) $ 500,000,000 $ 575,000,000 Gross proceeds from private placement warrants offered in the private placement 12,000,000 13,500,000 Total gross proceeds $ 512,000,000 $ 588,500,000 Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3) $ 10,000,000 $ 11,500,000 Legal fees and expenses 275,000 275,000 Printing and engraving expenses 40,000 40,000 Accounting fees and expenses 40,000 40,000 SEC/FINRA Expenses 149,500 149,500 Travel and road show 25,000 25,000 Nasdaq listing and filing fees 75,000 75,000 Directors and officers insurance 100,000 100,000 Miscellaneous 295,500 295,500 Total offering expenses (other than underwriting commissions) $ 1,000,000 $ 1,000,000 Proceeds after estimated offering expenses $ 501,000,000 $ 576,000,000 Held in trust account(3) $ 500,000,000 $ 575,000,000 % of public offering size 100 % 100 % Not held in trust account $ 1,000,000 $ 1,000,000 The following table shows the use of the approximately $1,000,000 of net proceeds not held in the trust account(4) Amount % of Total Legal, accounting, due diligence, travel, and other expenses in connection with any business combination 500,000 50.0 % Legal and accounting fees related to regulatory reporting obligations 75,000 7.5 % Nasdaq and other regulatory fees 85,000 8.5 % Payment for office space, utilities, administrative and support services 240,000 24.0 % Consulting, travel and miscellaneous expenses incurred during search for initial business combination target 75,000 7.5 % Working capital to cover miscellaneous expenses 25,000 2.5 % Total $ 1,000,000 100.0 % (1) Includes amounts payable to public stockholders who properly redeem their shares in connection with our successful completion of our initial business combination. (2) A portion of the offering expenses have been paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. These loans will be repaid upon completion of this offering out of the $1,000,000 of offering proceeds that has been allocated for the payment of offering expenses other than underwriting commissions. In the event that offering expenses are less than set forth in this table, any such amounts will be used for post-closing working capital expenses. (3) The underwriters have agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our initial business combination, up to $17,500,000, Table of Contents which constitutes the underwriters deferred commissions (or $20,125,000 if the underwriters over-allotment option is exercised in full) will be paid to the underwriters from the funds held in the trust account. See Underwriting beginning on page 154. The remaining funds, less amounts released to the trustee to pay redeeming stockholders, will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions. (4) These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $2,500,000 per year, assuming an interest rate of 0.50% per year; however, we can provide no assurances regarding this amount. Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $512,000,000 in gross proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, or $588,500,000 if the underwriters over-allotment option is exercised in full, $500,000,000 ($10.00 per unit), or $575,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee, after deducting $10,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $11,500,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2,000,000 to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds held in the trust account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $2,500,000 per year, assuming an interest rate of 0.50% per year; however, we can provide no assurances regarding this amount. We expect that the interest earned on the trust account will be sufficient to pay income taxes. We will not be permitted to withdraw any of the principal or interest held in the trust account, except for permitted withdrawals, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The net proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately complete our initial business combination. If our initial business combination is paid Table of Contents for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. There is no limitation on our ability to raise funds privately or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements we may enter into following consummation of this offering. However, our amended and restated certificate of incorporation provides that, following this offering and prior to the consummation of our initial business combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of this offering or (y) amend the foregoing provisions. We believe that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated. This belief is based on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective business combination, only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of a business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. If we are required to seek additional capital, we could seek such additional capital through loans or additional investments from our sponsor, members of our management team or any of their affiliates, but such persons are not under any obligation to advance funds to, or invest in, us. We will reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to members of our management team, in an amount not to exceed $10,000 per month in the event such space and/or services are utilized and we do not pay a third party directly for such services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Prior to the closing of this offering, our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. These loans are non-interest bearing, unsecured and are due at the earlier of August 18, 2021 or the closing of this offering. The loan will be repaid upon the closing of this offering out of the $1,000,000 of offering proceeds that has been allocated to the payment of offering expenses. In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. Otherwise, such loans would be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. Table of Contents In connection with the consummation of this offering, we will enter into a forward purchase agreement with HEC Master pursuant to which HEC Master will commit that it will purchase from us up to 5,000,000 forward purchase units, consisting of one forward purchase share and one-fifth of one forward purchase warrant, for $10.00 per unit, or an aggregate amount of up to $50,000,000, in a private placement that will close concurrently with the closing of our initial business combination. The proceeds from the sale of these forward purchase units, together with the amounts available to us from the trust account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by us in connection with the business combination, will be used to satisfy the cash requirements of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the trust account and other financing are sufficient for such cash requirements, HEC Master may purchase less than 5,000,000 forward purchase units. In addition, HEC Master s commitment under the forward purchase agreement will be subject to approval, prior to our entering into a definitive agreement for our initial business combination, of its investment committee. Pursuant to the terms of the forward purchase agreement, HEC Master will have the option to assign its commitment to one of its affiliates. Table of Contents DIVIDEND POLICY We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. If we increase or decrease the size of this offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20.0% of our issued and outstanding common stock upon the consummation of this offering. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Table of Contents DILUTION The difference between the public offering price per share of Class A common stock, assuming no value is attributed to the warrants included in the units we are offering pursuant to this prospectus or the private placement warrants, and the pro forma net tangible book value per share of our Class A common stock after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale and exercise of warrants, including the private placement warrants, which would cause the actual dilution to the public stockholders to be higher, particularly where a cashless exercise is utilized. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of shares of Class A common stock which may be redeemed for cash), by the number of shares of outstanding Class A common stock. At December 31, 2020, our net working capital deficit was $(276,718), or approximately $(0.02) per common share. After giving effect to the sale of 50,000,000 shares of Class A common stock included in the units we are offering by this prospectus (or 57,500,000 shares of Class A common stock if the underwriters over-allotment option is exercised in full), the sale of the private placement warrants and the deduction of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value at December 31, 2020 would have been $5,000,002 or $0.34 per share (or $0.30 per share if the underwriters over-allotment option is exercised in full), representing an immediate increase in net tangible book value (as decreased by the value of the 47,852,373 shares of Class A common stock that may be redeemed for cash, or 55,089,873 shares of Class A common stock if the underwriters over-allotment option is exercised in full) of $0.36 per share (or $0.32 if the underwriters over-allotment option is exercised in full) to our initial stockholders as of the date of this prospectus and an immediate dilution to public stockholders from this offering of $9.66 per share (or $9.70 if the underwriters over-allotment option is exercised in full). The following table illustrates the dilution to the public stockholders on a per-share basis, assuming no value is attributed to the warrants included in the units or the private placement warrants: No exercise of over- allotment option Exercise of over-allotment option in full Public offering price $ 10.00 $ 10.00 Net tangible book deficit before this offering (0.02 ) (0.02 ) Increase attributable to public stockholders 0.36 0.32 Pro forma net tangible book value after this offering and the sale of the private placement warrants $ 0.34 0.30 Dilution to public stockholders $ 9.66 $ 9.70 For purposes of presentation, we have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriters over-allotment option) by $478,523,730 because holders of up to approximately 95.7% of our public shares may redeem their shares for a pro rata share of the aggregate amount then on deposit in the trust account at a per share redemption price equal to the amount in the trust account as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two business days prior to the commencement of our tender offer or stockholders meeting), including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of shares of Class A common stock sold in this offering. Table of Contents The following table sets forth information with respect to our initial stockholders and the public stockholders: Shares Purchased Total Consideration Average Price per Share Number Percentage Amount Percentage Initial Stockholders(1) 12,500,000 20.00 % $ 25,000 0.005 % $ 0.002 Public Stockholders 50,000,000 80.00 % 500,000,000 99.996 % $ 10.00 62,500,000 100.0 % $ 500,025,000 100.0 % (1) Assumes that 1,875,000 founder shares are forfeited after the closing of this offering in the event the underwriters do not exercise their over-allotment option. The pro forma net tangible book value per share after the offering (assuming that the underwriters do not exercise their over-allotment option) is calculated as follows: Numerator: Net working capital value before this offering $(276,718 ) Proceeds from this offering and sale of the private placement warrants, net of expenses(1) 501,000,000 Plus: Offering costs accrued for and paid in advance, excluded from net working capital value before this offering 300,450 Less: deferred underwriters commissions payable (17,500,000 ) Less: amount of Class A common stock subject to redemption to maintain net equity of $5,000,001(2) (478,523,730 ) $ 5,000,002 Denominator: Class B common stock outstanding prior to this offering(3) 12,500,000 Class A common stock included in the units offered 50,000,000 Less: shares subject to redemption to maintain net tangible assets of $5,000,001 (47,852,373 ) 14,647,627 (1) Expenses applied against gross proceeds include offering expenses of $1,000,000 and underwriting commissions of $10,000,000 (excluding deferred underwriting fees). See Use of Proceeds. (2) If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of shares of Class A common stock subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See Proposed Business Effecting Our Initial Business Combination Permitted Purchases of Our Securities. (3) Assumes that 1,875,000 founder shares are forfeited. Table of Contents CAPITALIZATION The following table sets forth our capitalization at December 31, 2020, and as adjusted to give effect to the filing of our amended and restated certificate of incorporation, the sale of our units in this offering and the sale of the private placement warrants and the application of the estimated net proceeds derived from the sale of such securities, assuming no exercise by the underwriters of their over-allotment option: December 31, 2020 Actual As Adjusted(3) Note payable related party(1) $ 25,650 $ Deferred underwriting commissions 17,500,000 Class A common stock, subject to possible redemption; 0 shares actual; 47,852,373 shares as adjusted(2) 478,523,730 Stockholders equity (deficit): Preferred stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued or outstanding (actual and as adjusted); Class A common stock, $0.0001 par value, 380,000,000 shares authorized; no shares issued or outstanding (actual); 2,147,627 shares issued and outstanding (excluding 47,852,373 shares subject to redemption) (as adjusted) 215 Class B common stock, $0.0001 par value, 20,000,000 shares authorized (actual and as adjusted); 14,375,000 shares issued and outstanding (actual); 12,500,000 shares issued and outstanding (as adjusted) 1,438 1,250 Additional paid-in capital 23,562 4,999,805 Accumulated deficit (1,268 ) (1,268) Total stockholders equity 23,732 5,000,002 Total capitalization $ 49,382 $501,023,732 (1) Our sponsor may loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. The as adjusted information gives effect to the repayment of any loans made under this note out of the proceeds from this offering and the sale of the private placement warrants. As of December 31, 2020, we had $25,650 in borrowings under the promissory note. (2) Upon the completion of our initial business combination, we will provide our public stockholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then-outstanding public shares, subject to the limitations described herein whereby redemptions cannot cause our net tangible assets to be less than $5,000,001. (3) Actual share amount is prior to any forfeiture of founder shares and as adjusted amount assumes no exercise of the underwriters over-allotment option and forfeiture of an aggregate of 1,875,000 founder shares. Table of Contents MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview We are a blank check company incorporated on August 18, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly, with any business combination target with respect to an initial business combination with us. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants and the forward purchase securities, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. The issuance of additional shares in connection with a business combination to the owners of the target or other investors, including the forward purchase securities: may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A common stock on a greater than one-to-one basis upon conversion of the Class B common stock; may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock; could cause a change in control if a substantial number of shares of our Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and may adversely affect prevailing market prices for our units, Class A common stock and/or warrants. Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in: default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; our inability to pay dividends on our Class A common stock; using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; Table of Contents increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. As indicated in the accompanying financial statements, at December 31, 2020, we had deferred offering costs of $300,450. Further, we expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful. Results of Operations and Known Trends or Future Events We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering. Liquidity and Capital Resources Our liquidity needs have been satisfied prior to the completion of this offering through receipt of a $25,000 capital contribution from our sponsor in exchange for the issuance of the founder shares to our sponsor and up to $300,000 in loans available from our sponsor. We estimate that the net proceeds from the sale of the units in this offering and the sale of the private placement warrants for an aggregate purchase price of $512,000,000 (or $588,500,000 if the underwriters over-allotment option is exercised in full), after deducting offering expenses of approximately $1,000,000 and underwriting commissions of $10,000,000 (or $11,500,000 if the underwriters over-allotment option is exercised in full) (excluding deferred underwriting commissions of $17,500,000, or $20,125,000 if the underwriters over-allotment option is exercised in full), will be $501,000,000 (or $576,000,000 if the underwriters over-allotment option is exercised in full). $500,000,000 (or $575,000,000 if the underwriters over-allotment option is exercised in full) will be held in the trust account, which includes the deferred underwriting commissions described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The remaining approximately $1,000,000 will not be held in the trust account. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (excluding deferred underwriting commissions) and the proceeds from the sale of the forward purchase securities, to complete our initial business combination. We may make permitted withdrawals. We estimate our annual franchise tax obligations, based on the number of shares of our common stock authorized and outstanding after the completion of this offering, to be $200,000, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we may pay from Table of Contents funds from this offering held outside of the trust account or from interest earned on the funds held in the trust account and released to us for this purpose. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. Prior to the completion of our initial business combination, we will have available to us the approximately $1,000,000 of proceeds held outside the trust account. We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business prior to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. We expect our primary liquidity requirements during that period to include approximately $500,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations; $75,000 for legal and accounting fees related to regulatory reporting requirements; $85,000 for Nasdaq and other regulatory fees; $75,000 for consulting, travel and miscellaneous expenses incurred during the search for a business combination target; and approximately $25,000 for general working capital that will be used for miscellaneous expenses and reserves. We will also reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to members of our management team, in an amount not to exceed $10,000 per month in the event such space and/or services are utilized and we do not pay a third party directly for such services. These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a no-shop provision (a provision designed to keep target businesses from shopping around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a no-shop provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence Table of Contents with respect to, prospective target businesses. We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account and from the proceeds of the sale of the forward purchase securities or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we do not complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. Controls and Procedures We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2021. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer an emerging growth company would we be required to comply with the independent registered public accounting firm attestation requirement. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement. Prior to the closing of this offering, we have not completed an assessment, nor has our independent registered public accounting firm tested our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as: staffing for financial, accounting and external reporting areas, including segregation of duties; reconciliation of accounts; proper recording of expenses and liabilities in the period to which they relate; evidence of internal review and approval of accounting transactions; documentation of processes, assumptions and conclusions underlying significant estimates; and documentation of accounting policies and procedures. Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting. Table of Contents Once our management s report on internal controls is complete, we will retain our independent registered public accounting firm to audit and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. The independent registered public accounting firm may identify additional issues concerning a target business s internal controls while performing their audit of internal control over financial reporting. Quantitative and Qualitative Disclosures about Market Risk The net proceeds of this offering and the sale of the private placement warrants held in the trust account will be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results As of December 31, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have not conducted any operations to date. JOBS Act The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an emerging growth company and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the independent registered public accounting firm s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of this offering or until we are no longer an emerging growth company, whichever is earlier. Table of Contents PROPOSED BUSINESS General We are a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination in any industry, sector or geographic region, we intend to focus our search on a range of potential opportunities, including technology-driven, disruptive companies with desirable growth-oriented characteristics as well as on more mature businesses with attractive cash flow characteristics and long-term, sustainable growth profiles. Mr. Braunstein and Mr. Bergeron are Co-Founders of HEIC I, a SPAC that completed a $414 million initial public offering in June 2020. Mr. Braunstein is President and Chairman of the Board of Directors of HEIC I and Mr. Bergeron is Chief Executive Officer of HEIC I. The stated investment focus of HEIC I is on an initial business combination with a business in (i) the financial services industry, with a focus on FinTech and (ii) the healthcare industry, including healthcare information technology, services and products. On January 13, 2021, HEIC I announced that it had entered into definitive merger agreement with Talkspace, the leading digital and virtual behavioral healthcare company. Talkspace was among a significant number of merger candidates the management team identified through what it believes to be a proprietary sourcing network. We believe this merger reflects the management team s ability to identify a wide range of companies, including growth-oriented companies, with high barriers to entry and sustainable competitive advantages. Additionally, Mr. Braunstein and Mr. Bergeron, co-founded HEIC II and have continued to identify and diligence targets across a wide spectrum of sectors and growth profiles. HEIC II successfully completed a $250 million initial public offering in January 2021. From our experience with HEIC I and HEIC II, including our well-developed sourcing capabilities and investment team s ability to analyze a wide range of opportunities, we believe that having more than one SPAC available to evaluate opportunities will allows us to pursue potential combination partners of different sizes and industry types. We believe this will lead to continued success and enhance our already significant competitive advantage. Although we intend to continue to spend a considerable amount of time evaluating businesses in the financial services and the healthcare industries, we have expanded the focus of this investment vehicle, similar to HEIC II, to take advantage of a range of compelling opportunities across various industries. Opportunities may consist of what we view as higher-growth, tech-enabled businesses or more mature businesses with excellent cash flow characteristics and high barriers to entry. We believe that our sourcing network provides reach into a range of attractive opportunities on the growth and maturity spectrum, and therefore will continue to evaluate all such potential combination partners. We believe our Co-Founders direct network, including Hudson Executive Capital s CEO Network which is further discussed below, will continue to bring our Co-Founders a strong, consistent flow of compelling investment opportunities. Both Mr. Braunstein and Mr. Bergeron have a strong track record of mentoring executives of private and newly public companies, as well as assessing management teams and investment opportunities. We believe the investment sourcing capabilities of our team, which we believe has strengthened considerably in connection with the formation of HEIC I and HEIC II, will also allow us to review and assess a large number of investment opportunities across a variety of industries quickly and efficiently. Our Management Team The company was co-founded by Hudson Executive Capital, a value-oriented, event-driven investment firm, Douglas L. Braunstein, our President and Chairman, and Douglas G. Bergeron, our Chief Executive Officer. Table of Contents Mr. Braunstein is the Founder and a Managing Partner of Hudson Executive Capital and Mr. Bergeron is a Managing Partner. Hudson Executive Capital, which is a member of our sponsor and is our affiliate, was founded in 2015 and has a successful history investing in undervalued domestic small and mid-cap public companies with identified and actionable opportunities for value creation. We believe our management team s operational experience and strategic backgrounds, our relationship with Hudson Executive Capital, and our management team s and Hudson Executive Capital s network of relationships and executives, including the CEO Network, which is described below, provide us with a competitive advantage. Prior to founding Hudson Executive Capital, Douglas L. Braunstein was the Chief Financial Officer of JPMorgan Chase & Co., or JPMorgan Chase, from 2010 to 2012 and its Vice Chairman from 2013 to 2015. In the role of Chief Financial Officer, Mr. Braunstein led the firm s global financial operations and navigated the evolving legislative and regulatory landscape in the immediate post-financial crisis environment and served on the firm s Operating Committee. As a leading investment banker and trusted corporate advisor, Mr. Braunstein has been instrumental in originating, structuring, negotiating and advising on many significant transactions across industries, including Mars acquisition of the Wm. Wrigley Jr. Company, InBev s acquisition of Anheuser-Busch, Verizon s acquisition of MCI, and HP s acquisition of EDS, and across many different industry sectors, including but not limited to technology, health-care and financial services. In addition, Mr. Braunstein worked on some of the largest healthcare-related transactions, including between Pfizer Inc. and Wyeth, LLC, CVS Corporation and Caremark Rx, Inc., Guidant Corporation and Johnson & Johnson, Thermo Fischer Scientific Inc. and Life Technologies Corporation, and UnitedHealth Group Incorporated and PacifiCare Health Systems, Inc. Across financial services, Mr. Braunstein often was tasked with advising JPMorgan Chase on its own acquisition activity, including the acquisitions of Bank One, Bear Stearns and Washington Mutual. As an operating executive, he also led businesses impacted by these principal transactions and was responsible for such businesses integrations and subsequent operations. Prior to his role as Chief Financial Officer of JP Morgan Chase, Mr. Braunstein served in several other leadership roles during his approximately twenty-year career at JPMorgan Chase, including Head of Investment Banking in the Americas, responsible for investment banking and corporate finance in the U.S., Canada and Latin America, Head of Global M&A and Global Industry Coverage and Head of Healthcare Investment Banking, as well as serving on the Investment Bank Management Committee for over ten years. Prior to joining Hudson Executive Capital, Douglas G. Bergeron founded DGB Investments, a diversified holding company of technology investments, in 2013. Mr. Bergeron s expertise in the financial services sector, FinTech in particular, and the technology industry spans over 35 years, including 12 years as the Chief Executive Officer of Verifone Systems, Inc., a provider of technology for electronic payment transactions and value-added services at the point-of-sale. In 2001, Mr. Bergeron led the acquisition of Verifone, in partnership with the private equity firm The Gores Group, from Hewlett Packard for $50 million and was named Verifone s Chief Executive Officer. The following year, Mr. Bergeron partnered with GTCR, another private equity firm, to acquire Verifone from The Gores Group, and continued as Chief Executive Officer to lead the company from sales of under $300 million in 2002 to over $2 billion and over 5,000 employees worldwide in 2013. Over this time, Verifone s enterprise value grew to exceed $4 billion. Mr. Bergeron grew Verifone organically as well as through accretive, value-enhancing acquisitions and strategic partnerships. Verifone s acquisition strategy both served to bolster its position in existing businesses as well as enter new markets. Under Mr. Bergeron s direction, Verifone maintained a wide pipeline of potential M&A opportunities to ensure that it was assessing a sufficient number of acquisition candidates in a quickly evolving market while employing a disciplined and rigorous evaluation process to ensure that acquisitions would fit well with Verifone s overall strategy. This process included ensuring that there was efficient asset integration and that the right personnel, either legacy Verifone or sourced from acquired companies, were in appropriate positions and incentivized appropriately. Prior to leading Verifone, Mr. Bergeron held many senior roles at SunGard Data Systems and rose to become Chief Executive Officer of SunGard Brokerage Systems Group and President of SunGard Futures Systems, which provided software and services to a variety of trading institutions, banks, futures brokerages, derivatives exchanges and clearing and settlement services providers. Table of Contents As Hudson Executive Capital s affiliate, we intend to draw upon Hudson Executive Capital s infrastructure, personnel, network and relationships. Since launching in 2015, Hudson Executive Capital s investment team has grown considerably, which we expect will provide us with substantial sourcing and analytical capabilities to our efforts as well as an established infrastructure. Hudson Executive Capital s investment and trading team employs a disciplined and rigorous analytical approach to the sourcing, identification and evaluation of the companies in which it invests. The Hudson Executive Capital investment team has many years of experience identifying and analyzing compelling investment opportunities. Hudson Executive Capital s established financial, accounting, legal, compliance and administrative infrastructure also provides leverage and support to our activities. In particular, we believe we will benefit from our access to Hudson Executive Capital s network of more than 30 current and former public company chief executive officers and other senior executives, which we refer to as the CEO Network, many of whom have been members of such network since Hudson Executive Capital s inception. The CEO Network provides Hudson Executive Capital with unique idea generation, proprietary transaction sourcing, perspective and support during target due diligence, operating experience and participation in or recommendations for management and director roles, as well as execution resources. All of the members of the CEO Network are significant investors in Hudson Executive Capital and are often involved in its investment process. As a result, the members of the CEO Network are economically aligned with us to source, structure and execute a value-enhancing transaction. In addition, we expect that if a member of the CEO Network provides substantial support in sourcing or is otherwise instrumental in the successful completion of our initial business combination, such member may be additionally compensated by Hudson Executive Capital. We believe that the CEO Network will be a differentiated source for actionable business combination opportunities due to its members ability to draw on their years of experience to determine whether a business is an attractive target. In addition to the CEO Network, we believe Hudson Executive Capital s broader executive network provides a differentiated resource for acquisition identification, management guidance and selection and general insight toward the execution of our strategy. These advantages were demonstrated during the Talkspace merger, as the CEO network facilitated opportunity origination by offering deep management expertise pre-process. The CEO network also provided unique analysis, including a view into customer relationships. An important part of Hudson Executive Capital s investment strategy has included constructively engaging with boards of directors and executive teams to drive operational improvements and capital allocation discipline, including by providing strategic advice and seeking to improve and unlock shareholder value in a proactive and collaborative manner. In performing this strategy, Hudson Executive Capital has leveraged the experience of its seasoned investment team and the CEO Network. We expect that the CEO Network will provide mentorship and guidance for initial business combination candidate management teams, which we believe will be attractive to potential targets. Further, we expect the CEO Network to be available to help guide the strategic direction of potential business combination targets and, as appropriate, to advise on operational improvements, strategic re-positioning, changes to management teams and ongoing communication and positioning with public investors. Notwithstanding our management team s past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. You should not rely on the historical record of our management s performance as indicative of our future performance. Competitive Strengths We believe that the combined capabilities of Mr. Braunstein, Mr. Bergeron, our management team and Hudson Executive Capital and its CEO Network position us well to thoughtfully source, analyze and execute a high quality initial business combination on value enhancing terms from a significant pipeline of actionable targets. Our competitive strengths include the following: Long Track Record of Senior Leadership Supported by a Proven Organization. As described above, Mr. Braunstein and Mr. Bergeron have held numerous positions successfully leading and growing both Table of Contents public and private companies. We believe that the combination of Mr. Braunstein and Mr. Bergeron, supported by the remainder of our management team and the capabilities of Hudson Executive Capital, is a key differentiator for the identification, execution and operational guidance of a potential initial business combination target. Proprietary Sourcing Channels and Leading Industry Relationships. As highlighted by HEIC I, Mr. Braunstein, Mr. Bergeron and Hudson Executive Capital s CEO Network and other executive relationships will provide us with an actionable opportunity pipeline, allowing us to be highly selective. These sourcing capabilities will be further bolstered by our management team s relationships with investment bankers, transaction professionals and private equity and venture capital firms who invest in our industries of focus and knowledge of individual assets held in larger corporate structures. Our reach, relationships, and reputation with large investment banks and boutique firms previously led to HEIC I s inclusion into targeted processes that are often limited in nature. As such, our trusted banking relationships reach well beyond our underwriting syndicate, providing a wide range of opportunities. Importantly, in each of these cases, our management team and Hudson Executive Capital s network provide the perspective to efficiently identify targets that have attributes consistent with our investment criteria. Investing Experience. We believe that our management team s and Hudson Executive Capital s track record of targeting under-valued companies exhibiting sustainable competitive advantages, robust free cash flow margins and strong management teams or management teams that can be augmented by new members from our network, fits well with the goal of identifying an attractive target for our initial business combination. We believe that our management team s and Hudson Executive Capital s disciplined, rigorous and value-oriented approach that seeks to create value through strategic guidance, mentorship operational improvement and, in some cases, supplementing existing management, will allow us to quickly effect a value-enhancing acquisition. Operational and Management Expertise. Our management team has a long-standing history of leading and growing large, complicated companies and building successful teams. Hudson Executive Capital s constructive engagement model drives hands-on operational improvements, capital allocation discipline and strategic advice to unlock value. Hudson Executive Capital s disciplined CEO-mentorship approach will allow us to directly and positively influence the success of our management team partners. We believe that prospective management teams will benefit from the guidance and insight that our management team can provide through mentorship and governance and operational involvement. Public Company Experience as Operator and Investor. Our management team has experience leading public companies as operators and evaluating public companies as investors. Hudson Executive Capital s investment team s core competency is understanding a broad range of public companies, often in our areas of focus, to select the right opportunities for investment. Importantly, this provides us with not only a deep knowledge of the companies in our sectors of focus but also the capability of successfully communicating with and managing a public shareholder base. Further, we expect that our existing relationships with both the buy- and sell- side community in financial services will be valuable to a newly public target. Deep Merger Expertise. We believe that our management team has the combined expertise and reputation to source, evaluate structure and complete a successful initial business combination. We have substantial experience through many market cycles executing transactions utilizing a variety of thoughtful transaction structures to minimize risk and best position a target for success. Importantly, our management team has experience negotiating transaction documentation and dealing with counterparties in a manner to increase positive outcomes. Active Ongoing Dialogue with Long Only Investors. Our longtime, established relationships with the largest institutional investors provide necessary attention to our fundraising process with premier investors. In most cases, Mr. Braunstein and Mr. Bergeron have connectivity with or are otherwise known to the long-only and hedge fund investment community key to supporting back-end PIPE raises. Table of Contents We believe our ability to complete an initial business combination will be enhanced by our having entered into a forward purchase agreement with HEC Master pursuant to which HEC Master will commit that it will purchase from us up to 5,000,000 forward purchase units, consisting of one share of Class A common stock and one fifth of one warrant to purchase one share of Class A common stock, for $10.00 per unit, or an aggregate amount of up to $50,000,000, in a private placement that will close concurrently with the closing of our initial business combination. The proceeds from the sale of these forward purchase units, together with the amounts available to us from the trust account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by us in connection with the business combination, will be used to satisfy the cash requirements of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the trust account and other financing are sufficient for such cash requirements, HEC Master may purchase less than 5,000,000 forward purchase units. In addition, HEC Master s commitment under the forward purchase agreement will be subject to approval, prior to our entering into a definitive agreement for our initial business combination, of its investment committee. The forward purchase shares will be identical to the shares of Class A common stock included in the units being sold in this offering, except that they will be subject to transfer restrictions and registration rights, as described herein. Pursuant to the terms of the forward purchase agreement, HEC Master will have the option to assign its commitment to one of its affiliates. The forward purchase warrants will have the same terms as the private placement warrants so long as they are held by HEC Master or its permitted assignees and transferees. Investment Criteria We have developed the following high level, non-exclusive investment criteria that we will use to screen for and evaluate target businesses. We will seek to acquire a business that has some of the following characteristics: Attractive, Sustained Growth and Strong Margin Profile. We will seek to acquire a business that has a highly visible revenue model, good underlying growth prospects and strong operating margins leading to strong and sustainable free cash flow capabilities. Durable Competitive Advantage Supported by High Barriers to Entry. We will seek to acquire a business that has a sustainable competitive advantage within a target market as a result of differentiated technology, distribution capabilities, customer service or other attributes that provide high barriers to entry. The target business should have characteristics that are difficult to replicate and have multiple areas for growth. Appropriate Valuation and Transaction Structure. We will seek to acquire a business at an attractive valuation with multiple drivers for future growth. As a key element of its core philosophy, Hudson Executive Capital seeks to take positions in companies where it sees value and the ability to benefit from significant price appreciation, and this philosophy carries over to our company. In addition, we intend to structure our acquisition in a manner to achieve a capital structure, including quantum of debt that is conservative and appropriate for the particular acquisition and business. Benefit from Capital Markets and M&A Expertise as well as Hudson s CEO Network. We will seek to acquire a business where the collective capabilities of our management can be leveraged to tangibly improve the operations and create value. This may be achieved through constructive engagement with existing management teams or augmentation of teams to enhance performance. We want to partner with a company that understands the value of our CEO Network and wants to benefit from the experience of our management team and CEO Network s long history of advising, acquiring and leading successful companies. Valuation Upside as Public Company. We will seek management and shareholders who aspire to have their company become a public entity to generate wealth creation for all investors. The benefits of transitioning from a private to a public entity may include a broader access to debt and equity providers, liquidity for employees, potential acquisitions and expanded branding in the marketplace. Table of Contents Hudson Executive Capital s direct experience with public company investing and positioning portfolio companies for success is expected to provide additional value. Target Management Team We view potential management team partners in two broad categories: Acquisition of a Company with an Industry Leading Management Team that is open to our CEO-Mentorship Model. We will seek to acquire a business with a professional management team whose interests are aligned with those of our investors and complement the expertise of our management team. The management team should be open to guidance from our
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001823143_mdh_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001823143_mdh_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..41a00bf2794321ac65de8e563961fad615f0cfb5
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001823143_mdh_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to MDH Acquisition Corp., a Delaware corporation; amended and restated certificate of incorporation are to our Second Amended and Restated Certificate of Incorporation; DGCL are to the Delaware General Corporation Law as the same may be amended from time to time; Founders are our management team, board of directors and sponsors; founder shares are to the shares of Class B Common Stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A Common Stock that will be issued upon the automatic conversion of the shares of Class B Common Stock at the time of our initial business combination as described herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our officers and directors; Common Stock are to our Class A Common Stock and our Class B Common Stock; public shares are to shares of Class A Common Stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; sponsor are to MDIH Sponsor LLC, a Delaware limited liability company; and warrants are to the public warrants and the private placement warrants, collectively. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a newly organized blank check company incorporated in July 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our management team s background in transportation and logistics, telecommunications, financial services and professional services, and to capitalize on the ability of our management team to identify and acquire a business. Given the operational experience of our management team, we also intend to focus geographically by pursuing opportunities located in the Heartland, which we describe as the region bounded by the Rockies to the west, the eastern seaboard to the east, the Rust Belt to the north, and the Gulf of Mexico to the south. While we are not required to, we will seek to acquire a single business with an aggregate enterprise value of $600 million or greater. TABLE OF CONTENTS CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share, and one-half of one redeemable warrant (2) 23,000,000 Units $10.00 $230,000,000 $25,093 Shares of Class A Common Stock included as part of the units (3) 23,000,000 Shares (4) Redeemable warrants included as part of the units(3) 11,500,000 Warrants (4) Total $230,000,000 $25,093(5) (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 3,000,000 units, consisting of 3,000,000 shares of Class A Common Stock and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS PRESENTATION OF FINANCIAL INFORMATION In this prospectus, whenever we refer to the internal rate of return on a particular investment or group of investments, we mean the compound annual rate of return (expressed as a percentage) that has been earned on that investment or group of investments in the period from initial investment to exit, taking into account (a) the date or dates of payment by the relevant investors for the interests purchased, (b) the date or dates on which the relevant investors receive proceeds from the investment and (c) the amounts of such proceeds. For purposes of calculating the internal rate of return, all determinations are made on an average cost basis for any interests sold or otherwise transferred for value. Investments are considered to be exited when the original investment objective has been achieved through the receipt of cash and/or non-cash consideration upon the repayment of the investment or sale of an investment or through the determination that no further consideration was collectible. Readers are cautioned that references to internal rate of return are descriptions of historical results relating to the past performance of certain of our Founders previous investments and are not necessarily indicative of future results for our company or any business combination target we may identify, the achievement of which cannot be assured. TABLE OF CONTENTS The world today has a seemingly unlimited pool of investment opportunities and virtually unlimited capital to chase them. The financial landscape is more complex and interconnected than at any time in history, and in this challenging era, the only meaningful distinguishing feature among potential business acquirers (and protection for their investors) is built on a competitive advantage of intellectual rigor and the strongest due diligence processes, led by a team of diverse, professional and ethical leaders. As discussed further below, our team is supported by an ecosystem of resources, infrastructure and industry network built by many years of operating successful businesses across various sectors and creating shareholder value. The team we have assembled includes diverse backgrounds with deep investment expertise, coupled with operational experience and financial expertise, positioning us to capitalize quickly on a wide range of investment opportunities. If the world has learned anything from financial history in recent years, it is that transparency and rigorous due diligence are more important than ever before. The confluence of various factors across finance, regulatory affairs and many other areas have led to a new normal, and success today requires diverse management teams that are experienced in a broad range of disciplines. The strength of our management team lies in our diverse experience, and in our track record over many years of leading and delivering results. Our management team is committed to strong corporate governance and investor transparency, and we will bring a culture of rigorous due diligence and relentless execution to this process. At MDH, we will only invest where we can add value, capital for growth and business-building expertise. We will pay special attention to companies in underserved markets with sustainable, resilient and growing economic opportunity. MDH will operate consistent with best practices of our sponsor in terms of corporate governance, and we have a strong team of proven business builders who have a dedication to serving others, delivering strong investor returns, driving customer satisfaction, and executing relentlessly. Our Management Team Our team is led by Franklin McLarty, our Executive Chairman; Jim Wilkinson, our Vice Chairman; Beau Blair, our CEO; and Brent Whittington, our CFO (the Founders ). The management team have known each other, have been associated with the McLarty ecosystem of businesses and relationships or have worked together in various capacities for decades. Over the course of their careers, the Founders and their teams have invested in more than 40 companies through varying macroeconomic environments with a consistent, growth-oriented investment strategy focused on creating long-term value for all stakeholders. The strength of the team lies in the organic connectivity across the four members where each has complementary roles and expertise, built upon decades of building businesses together and developing a track record of creating shareholder value. McLarty, Wilkinson, Blair and Whittington possess skills and experience encompassing all aspects of the investment process, including sourcing, due diligence, valuation, structuring, financing, negotiation, execution, strategy development, operations management and investment realization. Mr. McLarty is a proven international partner and leader who has built successful businesses and world-class teams to deliver sustainable financial returns and scalable growth. Mr. McLarty has extensive experience as an operator and investor across various industries including transportation, real estate, reinsurance, media and finance. In 2020, Mr. McLarty was a key investor in the $125 million private investment in public equity ( PIPE ) in connection with CarLotz, Inc. s business combination with Acamar Partners Acquisition Corporation. CarLotz is one of the largest vehicle retail disruptors with the industry s only consignment-to-retail sales platform. In 2012, Mr. McLarty co-founded and is Chairman of McLarty Capital Partners (rebranded as The Firmament Group), a private markets investment manager providing capital solutions to small and mid-sized enterprises (or SMEs). McLarty Capital Partners has successfully invested in 29 companies across its Fund I and II, including one portfolio company, AdaptHealth, that became publicly traded through a special purpose acquisition company. McLarty Capital Partners also led the refinancing for RLJ Entertainment, a premier independent owner, developer, licensee and distributor of entertainment content and programming, after its de-SPAC process. Since inception, the firm has provided attractive risk-adjusted returns with diversification by industry, geography, structure, situation and size. Also in 2012, Mr. McLarty co-founded CapRocq, a real estate investment firm with significant experience as an owner-operator of high-quality office, mixed-use properties and automotive retail properties located in secondary and tertiary markets across the Heartland. CapRocq has successfully deployed two funds, a joint venture with W.P. Carey and a public non-traded real estate investment trust ( REIT ) for an aggregate value of $437 million. From 2005 to 2015, Mr. McLarty was a founding executive of RML Automotive. Mr. McLarty TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JANUARY 28, 2021 PRELIMINARY PROSPECTUS MDH Acquisition Corp. $200,000,000 20,000,000 Units MDH Acquisition Corp. is a newly incorporated blank check company incorporated as a Delaware corporation and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of Class A Common Stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. Subject to the terms and conditions described in this prospectus, we may redeem the warrants either for cash once the warrants become exercisable or for shares of Class A Common Stock commencing 90 days after the warrants become exercisable. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A Common Stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding shares of Class A Common Stock that were sold as part of the units in this offering, which we refer to as our public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, MDIH Sponsor LLC, has committed to purchase an aggregate of 5,750,000 warrants, each exercisable to purchase one share of Class A Common Stock at $11.50 per share, at a price of $1.00 per warrant, or $5,750,000 in the aggregate, in a private placement that will close simultaneously with the closing of this offering. Our initial stockholders, which include our sponsor, currently own an aggregate of 5,750,000 shares of Class B Common Stock, up to 750,000 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised. The shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Only holders of Class B Common Stock will have the right to vote on the appointment of directors prior to or in connection with the completion of our initial business combination. On any other matters submitted to a vote of our stockholders, holders of Class B Common Stock and holders of Class A Common Stock will vote together as a single class, except as required by law. TABLE OF CONTENTS was directly involved in all aspects of the company s growth from a single dealership to one of the nation s largest auto retailers with over $1.6 billion in annual revenue. McLarty was CEO of RML from 2012 to 2015 and is now an advisor to the company. In 2016 Mr. McLarty co-founded Southern United Automotive Group (dba Matt Bowers Automotive), a growing automotive retail platform focused on the southeastern U.S. Southern United Automotive Group owns and operates eight automotive dealerships and employs over 500 professionals across Alabama, Louisiana and Tennessee. Combined, Mr. McLarty s automotive operations have covered over 18 cities in 7 states in the Heartland. In 2016, Mr. McLarty co-founded Great Southern Acceptance ( GSA ), which allows auto retailers the ability to offer exclusive financing options to those customers who may not otherwise qualify for traditional forms of financing. Mr. McLarty then sourced CNA National as a strategic partner for GSA, which is an integral part of its business and relationships with OEMs, employees and customers. In 2007, Mr. McLarty was appointed by then Governor Mike Beebe to the Arkansas Economic Development Commission. As commissioner he helped oversee the State s bond guarantee program and the associated portfolio companies. He served as chairman of the commission in 2009. Earlier in his career, he worked in hotel-related private equity with McKibbon Hotel Group and The Seaway Group. Mr. McLarty has served on numerous advisory boards and boards of directors including PAM Transportation (NASDAQ: PTSI), Tire Group International, Palo Verde Holdings, The McLarty Companies and The Seaway Group. Mr. McLarty serves on the board of, and was lead investor in, XTR, a premium documentary production company in Los Angeles. Mr. McLarty also sits on the Vital Voices Solidarity Council. Mr. Wilkinson is the founder and current CEO of TrailRunner International, an international financial communications advisory firm operating in offices in New York, Dallas/Fort Worth, Washington, D.C., Shanghai and northern California. At TrailRunner, Mr. Wilkinson has helped lead many key international and financial transactions and initiatives, including the Levi Strauss and Spotify IPOs; worked with Bain Capital on its acquisition of Toshiba Memory Corporation; worked extensively over several years with Citadel and Citadel Securities; and worked on other major M&A transactions, including, most recently, Advanced Micro Devices, Inc. s $35 billion acquisition of Xilinx, Inc. Prior to founding TrailRunner, Mr. Wilkinson served as Senior Vice President, Head of International Corporate Affairs for Alibaba Group, the world s largest online and mobile marketplace. At Alibaba Group, he played a key leadership role in the company s initial public offering in 2014. He also designed and led Alibaba s international communications strategy and built the company s international corporate communications and government relations teams. Prior to joining Alibaba Group, Mr. Wilkinson served as Executive Vice President, Communications for PepsiCo, a global food and beverage leader with net revenues of more than $65 billion. Mr. Wilkinson joined PepsiCo from Brunswick Group, where he served in San Francisco as Managing Partner for International Business and Financial Strategy, providing strategic counsel on global corporate mandates spanning international operations, corporate and financial communications, corporate reputation, investor relations, crisis management, and litigation. He also worked for Brunswick Group in Texas, where he established and built the firm s Dallas/Fort Worth office. Prior to Brunswick Group, Mr. Wilkinson served as Chief of Staff for U.S. Secretary of the Treasury Henry M. Paulson, serving as Paulson s senior strategist and counselor, and working on matters of financial policy and crisis management. Prior to his work for the Treasury, Mr. Wilkinson served as Senior Advisor to U.S. Secretary of State Condoleezza Rice and worked with Rice in the White House as Deputy National Security Advisor for Communications. From 2002 to 2003, Mr. Wilkinson was Director of Strategic Communications for General Tommy R. Franks at U.S. Central Command, and from 2000 to 2001, he served in the White House as Deputy Assistant to the President and Deputy Director of Communications. Prior to working in the White House, Mr. Wilkinson spent several years working in the U.S. Congress for House Majority Leader Dick Armey (R-TX) and the National Republican Congressional Committee. Mr. Wilkinson served as an officer in the U.S. Navy Reserves, and also taught international communications at The Johns Hopkins University. He was recently named as one of the top 15 financial public relations experts in the world by Business Insider. He also serves as a national board member for the Make-A-Wish Foundation, and on the Board of Trustees for The Women s Sports Foundation. Mr. Blair is the COO and EVP of McLarty Diversified Holdings, Co-Founder and Director of CapRocq Core REIT and CapRocq Automotive LLC. Building off a long standing personal and professional relationship with Mr. McLarty and the McLarty family for over a decade, Mr. Blair and Mr. McLarty have collaborated on numerous partnerships, investments, the expansion of business units and the operational management of business ventures including CapRocq, McLarty Capital Partners, a joint venture with W.P. Carey (NYSE: WPC), Paqui Tortilla Chips, ExpressRx and McLarty Diversified Holdings. Mr. Blair is a founding General Partner of McLarty Capital Partners Small Business Fund I and served on the investment TABLE OF CONTENTS Currently, there is no public market for our units, Class A Common Stock or warrants. We intend to apply to have applied to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol MDH.U . We expect that our units will be listed on the NYSE on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the shares of Class A Common Stock and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Stifel, Nicolaus & Company, Incorporated and Oppenheimer & Co., Inc., the representatives of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the shares of Class A Common Stock and warrants will be listed on the NYSE under the symbols MDH and MDH.WS, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 200,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 11,000,000 Proceeds, before expenses, to us $ 9.45 $ 189,000,000 (1) Includes $0.35 per unit, or $7,000,000 in the aggregate (or up to $8,050,000 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000, or $230,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States at Bank of America, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $4,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $4,600,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $1,750,000 (or $1,150,000 if the underwriters exercise their over-allotment option in full) to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. StifelOppenheimer & Co. The date of this prospectus is , 2021 TABLE OF CONTENTS committee. Mr. Blair was a Co-Founder and Director of GDV Imports Mexico S.A.P.I de C.V., the exclusive wholesale distributor of Jaguar Land Rover in Mexico. Mr. Blair was a Director of Paqui Tortilla Chips prior to its sale to TA Associate s SkinnyPop Popcorn. Previously, Mr. Blair was an Executive Director of global investment banking at J.P. Morgan in New York. Mr. Blair began his professional career at Stephens Inc. and Alltel Information Services. Over the course of his career as an investment banker at J.P, Morgan and Stephens Inc., Mr. Blair was involved in over $14.1 billion in M&A transactions and over $12.1 billion in capital markets transactions. Mr. Blair earned a B.A. from the University of Tennessee, Knoxville and an M.B.A from the McCombs School of Business at the University of Texas in Austin. Mr. Blair has served on numerous profit and non-profit boards and was the Co-Chair of the Catholic High School for Boys steering committee. Mr. Blair currently serves as Chairman of the University of Arkansas for Medical Sciences (UAMS) Advisory Board and serves as a Director and Executive Committee member of the University of Arkansas Foundation Board. Mr. Whittington is the owner of Moots Cycles, a premium bicycle manufacturing company that has been hand building for 40 years some of the most sought after gravel, road and mountain bikes that are sold all over the world. Mr. Whittington s decades of financial experience in both public and private companies makes him a crucial factor in MDH s endeavors. Mr. Whittington worked as the Chief Financial Officer and then Chief Operating Officer at Windstream Holdings Inc., a publicly traded Fortune 500 telecommunications company. At Windstream Holdings, Mr. Whittington managed many different functions in his career including finance, customer service, engineering and information technology. During this period, he helped steer the company s growth, which occurred largely through acquisitions. Previously, he served as senior vice president of operations for Windstream s predecessor company Alltel Corp. Mr. Whittington is currently a Board member at RigNet and serves as Chair of the Audit Committee and is on the Compensation Committee. He joined the Board of Directors when the company went public in 2010. Additionally, he is on the Board of Directors at Great Plains Communications, the largest privately held telecommunications provider in Nebraska. Mr. Whittington attended the University of Arkansas, Little Rock, where he received his B.S. in Accounting. Our Directors Our leadership team s skills are complemented by our directors and advisors, who bring significant operating experience and relationships throughout the consumer and retail industries. In addition to Franklin McLarty and Jim Wilkinson, Yavor Efremov, Chad Estis, Michael Maroone, Tim Russi and Darrin Williams will serve on our board of directors following completion of this offering. Yavor Efremov will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. From April 2019 to November 2019, Mr. Efremov was the CEO of Motorsport Network, a global company with 630 employees, and was responsible for restructuring the company, hiring a management team, developing a vision for the company going forward and executing on that vision. In the eight months Mr. Efremov was at the helm of the company, he hired a management team and implemented a global financial and CRM system and technology solutions to drive data analytics, productivity and accountability. Mr. Efremov re-organized the company into business segments and began the integration process of entities that were previously acquired, but never integrated. He replaced the top-down business planning procedures with a bottoms-up process and brought in the talent necessary to put together a proper budget and business plan. In addition, Mr. Efremov has 18 years of corporate finance and M&A experience with emphasis on sourcing, structuring and execution of complex financial transactions, including mergers, acquisitions, carve-outs, divestitures, restructurings and debt/equity financings. Prior to Motorsport Network, he spent five years at Liberty Media as SVP, Corporate Development. Prior to that, Mr. Efremov spent eight years in the Technology, Media and Telecom group of Goldman, Sachs & Co. in New York and, prior to that, he was an M&A lawyer with Cleary, Gottlieb, Steen & Hamilton for five years, also in New York. Mr. Efremov holds a J.D. from Yale Law School, a Ph.D. in Economics from Yale, and a B.S. (Mathematics) and B.A. (Economics) from Furman University. Chad Estis will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. As Executive Vice President of Business Operations for the Dallas Cowboys and AT&T Stadium, Estis works with the business leadership team to grow and strengthen the businesses. His area of expertise includes corporate partnerships, stadium suites and ticket sales, media, branding and third-party events. His numerous contributions include a successful stadium suite and seat TABLE OF CONTENTS license sales campaign, a newly developed tour and catered event business, as well as several new business concepts for a professional sports organization. Mr. Estis leads the organization s new headquarters and world training facility project The Star in Frisco, Texas. In addition to his role with the Cowboys, Mr. Estis serves as Executive Vice President of Legends, a premium experiences company for legendary brands. Mr. Estis focuses on the development of large-scale projects, while remaining involved in day-to-day Global Sales partnerships. Under his leadership, Legends created and grew the Global Sales division to become one of the most influential in the sports and hospitality industry. Before joining the Cowboys organization, Estis served as Executive Vice President & Chief Marketing Officer of the Cleveland Cavaliers and Quicken Loans Arena from 2006 to 2007. In this role, Mr. Estis oversaw all sales, marketing, community relations, communications, website and game operations. Mr. Estis became VP of Sales and Business Development for the Cavaliers in 2001. Before the Cavaliers, Mr. Estis was the Vice President of Sales for the Tampa Bay Lightning. Mr. Estis began his executive career in sales management for Palace Sports & Entertainment in Detroit. Mr. Estis received his undergraduate and graduate degrees from Ohio University. Mr. Estis was a four-year letter winner on Ohio s basketball team and captained the 1994 MAC Championship team. Michael Maroone will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Maroone is an entrepreneur, investor and second-generation auto retailer. Beginning in May 2017, Maroone USA, where he serves as CEO, acquired four automotive franchises in Colorado Springs followed by acquisitions in West Palm Beach (Florida) and Longmont (Colorado). Spanning more than four decades, his career in auto retail began with the Maroone Automotive Group (1975-1997), which, under his leadership as president, grew to nine franchises in six locations with 900 associates. From 1997 to 2015, Mr. Maroone served as president, chief operating officer and director of AutoNation, Inc., a Fortune 500 automotive retailer. He was responsible for all retail operations of 280 franchises representing 32 manufacturer brands in 15 states with over 20,000 associates including: the field organization; sales; service; parts; collision; marketing; e-commerce; corporate real estate; strategy; industry relations; information technology; corporate development; and internal communications. As owner of Maroone Enterprises since 1997, Mr. Maroone works both independently and in partnership in multiple ventures. His business interests include automotive, healthcare, aviation, insurance and real estate where his investments include commercial centers, office buildings, cold storage, apartments, town homes and land. Mr. Maroone serves as the lead director of Carvana, the nation s fastest growing auto retailer. He is a member of the Cleveland Clinic enterprise board of directors and chairman of the board of Cleveland Clinic Florida and serves on both the investment and philanthropy committees. Mr. Maroone received a BS in Small Business Management from the University of Colorado Boulder. Tim Russi will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Russi was Vice Chairman of Auto Finance at Ally, the company s primary profit center with over $115 billion in assets and $4 billion in net revenue. He was responsible for successfully transforming Ally s auto finance business from a manufacturer-owned captive, formerly GMAC, to an independent, market-leading financial services organization. Mr. Russi s leadership was instrumental in directing the auto team of more than 6,000 associates to effectively execute on its transformational strategies and tactics. Under Mr. Russi s leadership, the auto finance unit grew to become Ally s largest business unit and revenue driver, critical to Ally s successful IPO in 2014. Mr. Russi actively advocates for and invests in digital, ecommerce, and fintech platforms designed to grow and evolve the auto business. He successfully championed the acquisition of an emerging fintech lender, BlueYield (now known as Clearlane) in 2016 and made Ally a go-to financial services partner for the most innovative digital disruptors in the auto retail space including Carvana, Vroom and Carmax. Mr. Russi has a comprehensive set of skills developed through several unique work experiences in functional and operational roles. He has served as a CFO for global operating units, an executive search professional, and an audit consultant with Ernst & Young. Prior to joining Ally, Mr. Russi led the Dealer Financial Services business at Bank of America and served on its management council. Currently, Mr. Russi is a board member or senior advisor to companies in the following areas: technology-based loss mitigation, digital content and signage, auto retail, machine learning, work flow processing, digital vehicle buying, auto finance and non-profit family home for youths. Mr. Russi received his CPA from the State of California and a BS in Managerial Economics from the University of California, Davis. Darrin Williams will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Williams currently serves as the CEO of Southern Bancorp, Inc., overseeing the strategic direction and operations of each of Southern s three Community TABLE OF CONTENTS Development Financial Institutions: Southern Bancorp, Inc., a bank holding company; Southern Bancorp Bank, one of America s largest rural development banks; and Southern Bancorp Community Partners, a 501(c)(3) development finance and lending organization. Under Mr. Williams leadership, Southern has experienced high profitability and growth, attracting $40 million in equity capital from new and existing shareholders, including international investors. Prior to leading Southern, Mr. Williams served as managing partner at the law firm of Carney, Williams, Bates & Pulliam, PLLC (Carney Williams). Carney Williams practice focused on representing aggrieved investors and consumers in class action litigations against some of the nation s largest publicly traded companies. In addition to his professional work, Darrin is also an active public servant. First elected to the Arkansas General Assembly in 2008, he served as the Speaker Pro Tempore of the Arkansas House of Representatives during the 89th General Assembly and as Chairman of the House Judiciary Committee during the 88th General Assembly. He was recently named to the Bloomberg 50 List of most influential thought leaders of 2020. Mr. Williams received his Bachelor of Arts degree from Hendrix College in Conway, Arkansas, his Juris Doctorate degree from Vanderbilt University School of Law in Nashville, Tennessee, and his Master of Laws degree in Securities and Financial Regulation from Georgetown University Law Center in Washington, D.C. Our Advisors Thomas F. Mack McLarty III will be our Senior Advisor as of the effective date of the registration statement of which this prospectus forms a part. Mr. McLarty is Chairman of McLarty Associates, an international strategic advisory firm headquartered in Washington, D.C.; and is also Chairman of the McLarty Companies, a fourth-generation family transportation business based in Little Rock, Arkansas. His distinguished record of business leadership and public service includes various roles advising three U.S. Presidents: Jimmy Carter, George H.W. Bush, and Bill Clinton. As President Clinton s White House Chief of Staff, Mr. McLarty helped enact the historic 1993 deficit reduction package, the North American Free Trade Agreement, the Family and Medical Leave Act, and the landmark welfare reform legislation. Prior to his government service, Mr. McLarty was Chairman and Chief Executive Officer of Arkla, Inc., a Fortune 500 natural gas company. Under his leadership, Arkla grew into one of the largest natural gas distributors in the United States and won recognition for management excellence, environmental initiatives, and minority enterprise development. Mr. McLarty was appointed by President Bush to the National Petroleum Council and the Council on Environmental Quality, and was a member of the St. Louis Federal Reserve Board from 1989 through 1992. He has served on the boards of many corporate and non-profit institutions, including as a Director of Union Pacific, Entergy, and the Acxiom Corporation, and is a member of the Council on Foreign Relations. Kelly Wallace will be our Advisor as of the effective date of the registration statement of which this prospectus forms a part. Ms. Wallace has been the Managing Director of the strategy and communications advisory firm TrailRunner International since January 2019, leading the New York team and working with clients on areas of corporate reputation, media affairs, crisis management and influencer engagement. She is an award-winning journalist and communications leader, bringing more than 20 years of media and communications experience to MDH and TrailRunner International. Her distinguished career in communications includes print and broadcast television and, for the past decade, leadership in the digital space driving innovation at CNN and iVillage, one of the first digital content and community platforms for women. Ms. Wallace s deep media experience includes serving as a network television news correspondent, covering The White House, the Middle East, and political campaigns for CNN; national news for CBS; and the State Department for Fox News Channel. At CNN, she was part of the network s Peabody and DuPont Award-winning team coverage of Hurricane Katrina and the South Asian tsunami disaster, respectively. Ms. Wallace became increasingly interested in the future of digital media, and in 2008, moved to iVillage to serve as executive director of digital video and the channel s first-ever chief correspondent. In this role, she led the video team, served as iVillage s spokeswoman and conducted high-profile content interviews, including with then-First Lady Michelle Obama. From 2013 to 2018, Ms. Wallace was a digital correspondent and editor-at-large for CNN, driving innovation around parenting and women s content. She is a frequent moderator and speaker at events and high-profile panels for women. Ms. Wallace graduated from the Wharton School at the University of Pennsylvania with a B.S. in Economics. She is a member of Women in America, a professional development and mentoring program for executive women. TABLE OF CONTENTS Sarah Grubbs will be our Advisor as of the effective date of the registration statement of which this prospectus forms a part. Ms. Grubbs has been a Director for the strategy and communications advisory firm TrailRunner International since November 2018, working with clients on areas of corporate reputation, media affairs, crisis management and influencer engagement. Before joining TrailRunner, Ms. Grubbs worked on the Public Affairs and Crisis team at global communications firm Burson Cohn & Wolfe (formerly Burson-Marsteller). While there, she developed and executed award-winning communications strategies for Fortune 500 companies and NGOs facing issues and crises, including financial investigations, litigation, regulatory action, misconduct allegations, data breaches and activist campaigns. Ms. Grubbs began her career in journalism, where she worked as a news writer for NBC San Diego, covering national and local stories. Before that, she was a member of the NBC San Diego Investigative Reporting Team. Ms. Grubbs graduated summa cum laude from the University of San Diego with a BBA in Marketing and a minor in Communication Studies. Business Opportunity Overview MDH Acquisition Corp. will benefit from the experience and ongoing business activities of our senior professionals who have served long careers in finance, industry, operations, investment, and government, as well as the asymmetric market intelligence derived from the access this management team has to investment opportunities. This access is derived by the MDH ecosystem of businesses and relationships, led by fourth generation operator and investor Franklin McLarty, who is affiliated with diverse entities including, but not limited to, The McLarty Companies and McLarty Associates. The McLarty Companies is a multi-generational family office led by Thomas F. McLarty, III that has a diverse set of interests in automotive, real estate, international consulting and private equity. The McLarty Companies has taken an approach that is analogous to private equity investing which includes sourcing deals, conducting due diligence, structuring investments, and hands-on involvement with portfolio companies including RML Automotive (one of the largest privately owned automotive retail operations in the U.S.). The McLarty Companies has partnered with and invested alongside high-profile family offices and ultra-high net worth individuals and institutions. McLarty Associates, also founded by Thomas F. McLarty, III in 1998, assists its more than 300 clients in managing policy and government issues around the world. The McLarty Companies and McLarty Associates played a critical role in supporting Franklin McLarty s launch of both McLarty Capital Partners and the CapRocq investment platforms. The McLarty Companies, McLarty Associates and other companies affiliated with the McLarty family have deep industry knowledge, wide network access, world class professionals and corporate sharing infrastructure. Business Strategy Our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, build a company, in an industry or sector that complements the experience of our management team and can benefit from our operational expertise. We will have a generalist approach to industry sectors, but with particular emphasis on industries where we have core competencies and experiences, or industries in which we can leverage the resources and synergistic collaboration with the McLarty ecosystem of businesses and relationships, such as transportation and logistics, telecommunications, financial services and professional services. We will target specific niches (i) that have attractive growth characteristics, as well as strong cash flow profiles, (ii) where we can consistently produce proprietary deal flow, and (iii) that can provide the acquired company s operating management team with access to primary sources of market intelligence. We will seek to generate a diverse flow of investment opportunities from the collective networks of Mr. McLarty, Wilkinson, Blair and Whittington, and will employ rigorous underwriting standards, transaction analysis and execution. Our strategy is to focus on the following strategic themes: Companies located in the Heartland of the United States. We intend to search for an initial business combination in the Heartland, which we describe as the region bounded by the Rockies to the west, the eastern seaboard to the east, the Rust Belt to the north, and the Gulf of Mexico to the south. We believe many markets located in the Heartland are underserved by the capital markets, possess strong economic growth and as a result create better potential acquisition opportunities. We believe that in recent years there has been a great migration to the Heartland from all across the United States, and believe the TABLE OF CONTENTS COVID-19 pandemic has only accelerated this trend especially from the major megacities. One of our strongest differentiators is our proven experience and ability to source transactions in the Heartland. While we will not limit our transaction sourcing to the Heartland, we believe there will be many strong investment opportunities in this area, and our management team s background and experience make us well positioned to source transactions and build businesses in this growth region. Knowledgeable management teams with relevant industry experience and capabilities to lead a public company. We aim to target businesses with expert management teams that have specialized knowledge of their sectors and are active leaders in developing solutions to meet the challenges within the sector they operate. The target s management team should possess a forward looking and visionary mindset that focuses on growth. We plan to assist the management team in navigating the processes of operating a public company, which include implementing strong corporate governance, financial and accounting controls and reporting. Companies exposed to attractive end-market trends. We will target companies that are positioned in end-markets with size, stability, competition, profitability and attractive macroeconomic growth drivers. We believe selecting attractive end-markets is crucial, especially in the current economic environment. The management team s broad investment and operational experience include sectors such as transportation and logistics, telecommunications, financial services and professional services, many of which have niches benefiting from strong underlying market growth. Companies that have a track record of resilient revenue and earnings. We will seek to acquire businesses that generate consistent and resilient free cash flow. We expect gross margins and contribution margins to be above, or at least in line with, relevant competitors. We view businesses with high gross margins and contribution margins favorably as these businesses typically have a defensible market position that will lead to resilient earnings. Furthermore, we will seek to acquire businesses that have either experienced strong historical growth or have the potential for robust future growth, which would allow for additional operating leverage. Benefit from being a public company. We intend to acquire a company that will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile resulting from being a publicly traded company. We will also help craft the most efficient capital structure in order to maximize the benefits of being a public company. We would expect to use this efficient cost of capital and greater access to equity capital coupled with our network of sourcing relationships to help the target company look actively at mergers and acquisition opportunities. Our management team s direct public company experience from the C-Suite to the Board of Directors will be a source of value-add to the operators of the acquired company. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Sourcing of Business Combination We intend to utilize the networks and industry experience of Mr. McLarty, Mr. Wilkinson, Mr. Blair, Mr. Whittington and our independent directors in seeking an initial business combination. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. This network has been developed through our management team s combined history of over 100 years of combined business experience, including in operational and management leadership roles, private equity and government service. The asymmetric intelligence and grassroots footprint of the McLarty sourcing network and ecosystem of businesses and relationships across the U.S. and in particular the underserved Heartland region allows for proprietary deal origination. This network has provided our management team with a robust and consistent flow of acquisition and investment opportunities over the years. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, family offices, lenders, attorneys, consultants, TABLE OF CONTENTS accounting firms, large business enterprises and other trusted advisors across various sectors. Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate the parameters of our search for a target company, outline the strategic value-add that the management team could bring to a potential business combination and begin the process of pursuing and reviewing compelling investment opportunities. We do not intend to purchase multiple businesses in conjunction with our initial business combination. Competitive Strengths The sourcing, valuation, diligence and execution capabilities of our management team will provide us with a significant pipeline of opportunities from which to evaluate and select a business that will benefit from our expertise. We also have the benefit of a robust network of contacts, industry experts and business affiliations that can be tapped for deal sourcing and due diligence. If we have learned anything from financial history in recent years, it is that transparency and rigorous due diligence are more important than ever before. The confluence of various factors across finance, regulatory affairs and many other areas have led to a new normal, and success today requires diverse management teams that are experienced in a broad range of disciplines. The strength of our management team lies in our diverse experience, and in our track record over many years of leading and delivering results. Our management team is committed to strong corporate governance and investor transparency, and we will bring a culture of rigorous due diligence and relentless execution to this process. Our competitive strengths include the following: Leadership experience in the public and private sector to navigate complex challenges Our team has broad experience in both the public and private sector over the last 25 years providing deep expertise in managing a diversity of challenges affecting institutions, including strategy, operations, financial, sales and marketing, legal, regulatory and government affairs. Our public sector experience at both the state and federal level has resulted in a track record of creating solutions despite the complexities of public office. We believe the confluence of public and private sector experience has never been more important for a business than today and is a differentiator for our team, not only to our shareholders but to the operators of the acquired company. Established relationships across the Heartland providing a deep sourcing network The McLarty Diversified Holdings principals have been operating and building businesses across the Heartland for the entirety of their careers, including retail and wholesale transportation, real estate, reinsurance, media, finance, healthcare, natural snack brands, online and mobile marketplaces, international strategic communications, global food and beverage, recreational companies and Fortune 500 telecommunications. This experience in a traditionally underserved geography provides the team with a broad set of proprietary opportunities outside of auction processes. Mr. McLarty and Mr. Blair, along with support from the McLarty ecosystem of businesses and relationships, previously acquired or invested in 18 businesses together generating over a 28% combined internal rate of return, all of which was sourced on a proprietary basis. Similarly, Mr. Wilkinson built and acquired six businesses and Mr. Whittington has acquired one business on a proprietary basis and along with his partner, started another. Team of experienced executives with complementary skills and years of experience working together Our team has decades of experience leading businesses across a broad range of sectors including transportation and logistics, telecommunications, financial services and professional services. The team has experience in roles such as CEO, CFO, Head of Communications, COO, EVP, board roles including Chairman, managing partner, and general partner. Multiple members of the team worked together from 2008 to 2020 at various McLarty affiliated operations. Extensive investing and operating experience and strong track record of creating shareholder value Our team has extensive experience sourcing and investing in middle market companies through private and public investment vehicles. Our focus on flexible hold periods and ownership structures helps enhance the ability for companies to focus on operations, and better aligns financial incentives with progressive growth TABLE OF CONTENTS initiatives. Two past investments have successfully become publicly traded through combinations with special purpose acquisition companies, one of which was a middle market media content distribution company and the other a middle market healthcare company. Other notable investments have included a large automotive dealership platform in the Southeastern portion of the U.S., a large proprietary Heartland based retail pharmacy roll-up with a well-known institutional capital source, and a proprietary Heartland based environmental solutions business where we played an integral part of its expansion to 6.4 times cash flow growth before ultimately exiting to the middle market platform of a large alternative asset firm. Proven fiduciaries of capital with reputation of transparency and good corporate governance The McLarty Diversified Holdings principals have invested on behalf of institutional capital, high-new worth and retail investors, self-directed institutions, family offices, managed a public non-traded REIT, and managed a programmatic joint venture with a public company. The team has been extensively vetted during their professional careers including the award of Small Business Administration-licensed funds, certified as a dealer principal by numerous automotive OEM s, and serving senior level positions within the federal government. Initial Business Combination The rules of the NYSE and our amended and restated certificate of incorporation require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, Inc. ( FINRA ) or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. However, we may structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. TABLE OF CONTENTS Our Business Combination Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management, document reviews and inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our operational and capital planning experience. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or independent directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or independent directors. In the event that we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or independent directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or may be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Delaware law. Our amended and restated certificate of incorporation provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. However, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, the members of our management team have agreed not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 24 months after the closing of this offering. We do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. TABLE OF CONTENTS Corporate Information Our executive offices are located at 600 N. Carroll Ave., Suite 100, Southlake, TX 76092, and our telephone number is (415) 968-4444. The information that may be contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Common Stock that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Common Stock held by non-affiliates is equal to or exceeds $250 million as of the prior June 30th and (2) our annual revenues were equal to or exceeded $100 million during such completed fiscal year and the market value of our Common Stock held by non-affiliates is equal to or exceeds $700 million as of the prior June 30th. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001823766_archaea_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001823766_archaea_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8d864e052daf244b9e0e4d9132a2ef6c38e4031d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001823766_archaea_prospectus_summary.txt
@@ -0,0 +1 @@
+SUMMARY OF THE PROSPECTUS 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001826492_gracell_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001826492_gracell_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001826492_gracell_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001826669_elk-creek_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001826669_elk-creek_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f98a06019127409015431a162910bc73095f2a14
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001826669_elk-creek_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: anchor investors are to certain qualified institutional buyers or institutional accredited investors (who will have an indirect interest in the securities owned by our sponsor) and who are not affiliated with any member of our management team, who may (but are not required to) purchase up to an aggregate of approximately $18 million of units in this offering, as further described herein; common stock are to our Class A common stock and our Class B common stock, collectively; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); management or our management team are to our officers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor (or permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination; sponsor are to GX Sponsor II LLC, a Delaware limited liability company a Delaware limited liability company controlled by Jay R. Bloom and Dean C. Kehler, our co-Chairmen and Chief Executive Officers; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees and any warrants issued upon conversion of working capital loans; and we, us, company or our company are to GX Acquisition Corp. II Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any stage of its corporate evolution or in any industry or sector, we intend to focus our search on companies with favorable growth prospects and attractive returns on invested capital. 1 Table of Contents Management Team Our management team is led by Jay R. Bloom and Dean C. Kehler, our co-Chairmen and Chief Executive Officers and our President, Michael G. Maselli. Our management team has guided public and private companies over more than three decades as private equity principals, owners, corporate directors and advisors across a wide variety of industries, including the technology, growth infrastructure, telecom/media, consumer products and services, financial services, healthcare, energy, and manufacturing sectors. Through these activities, our management team has developed a broad network of contacts that we believe will be helpful in identifying targets for a potential business combination. Messrs. Bloom and Kehler are Co-Chairmen and Chief Executive Officers of GX Acquisition Corp. (NASDAQ: GXGX), or GXGX, a special purpose acquisition company and Managing Partners of Trimaran Capital Partners, which they co-founded in 1998. Trimaran has managed private equity, collateralized loan obligations and hedge funds (in the case of hedge funds, as sub-advisor). GXGX, went public in May 2019 after raising $287,500,000 in its initial public offering, including exercise of the over-allotment option. In January 2021, GXGX announced that it entered into a merger agreement with Celularity, which is expected to close in the second quarter of 2021. Celularity is a leader in cellular therapeutics, focused on placenta-derived cell therapy used to target multiple diseases. The aggregate merger consideration payable to stockholders of Celularity at the closing will consist of up to 147,327,224 newly issued shares of Class A common stock of GXGX, par value $0.0001 per share valued at approximately $10.15 per share. Prior to Trimaran, Messrs. Bloom and Kehler were Managing Directors and Vice Chairmen of CIBC World Markets Corp. ( CIBC ), where they were responsible for CIBC s United States and European merchant banking activities, which were conducted through the CIBC WG Argosy Merchant Funds (the CIBC Funds ). In addition, Messrs. Bloom and Kehler were responsible for overseeing CIBC s United States and European Leveraged Finance businesses, which included financial sponsor coverage; acquisition finance; high yield origination, underwriting, sales and trading; private placements and financial restructuring advisory services. Prior to CIBC, Messrs. Bloom and Kehler were co-founders of the Argosy Group L.P. ( Argosy ), a leveraged finance-oriented boutique investment bank that was acquired by CIBC in 1995. Prior to Argosy, Messrs. Bloom and Kehler were Managing Directors of Drexel Burnham Lambert Inc., and before that were investment bankers at Lehman Brothers. Private equity funds managed by Messrs. Bloom and Kehler have invested approximately $1.75 billion in over 60 acquisition and other private equity transactions. These transactions ranged from growth and technology-oriented investments to highly-structured project and infrastructure investments to deep value investments and turn-arounds. The subject companies in these acquisitions spanned a variety of industries including the technology, growth infrastructure, telecom/media, consumer products and services, financial services, healthcare, energy, and manufacturing sectors. Thirteen of these investments were or became public companies during Trimaran s and the CIBC Funds ownership. In addition to their private-equity investment activities, other funds under the direction of Messrs. Bloom and Kehler invested in equity and debt securities of numerous public and private companies in many industries. Also, Messrs. Bloom and Kehler are active investors in early stage companies, many of which are technology-oriented. Messrs. Bloom and Kehler have served on a number of boards of publicly and privately-owned companies. Mr. Kehler currently serves on the boards of GX Acquisition Corp. (GXGX), El Pollo Loco Holdings Inc. (restaurants; NASDAQ: LOCO) and Portman Ridge Finance Corporation. (fixed income investments/asset management; NASDAQ: PTMN)(formerly KCAP Financial Corp. NASDAQ: KCAP). Mr. Bloom currently serves on the board of GXGX. Messrs. Kehler or Bloom (or both) have previously served on the boards of Accuride Corporation (heavy truck components; NYSE: ACW); Continental Airlines Inc. (transportation; NYSE: CAL); Global Crossing Ltd. (telecommunications; NYSE: GX); Hills Department Stores Inc. (retail; NYSE: HDS); Portman Ridge Finance Corporation. (fixed income investments/asset management; NASDAQ: PTMN)(formerly KCAP Financial Corp. NASDAQ: KCAP); TeleBanc Financial Corp. (Internet banking; NASDAQ: TBFC); Ashley Stewart Holdings, Inc. (retail); Booth Creek Ski Group, Inc. (real estate/leisure); Brite Media Group LLC (specialty advertising); CB Holding Corp. (restaurants); ChanceLight, Inc. (for-profit education); CNC Holding Corp. (retail); Consolidated Advisers Limited, LLC (asset management); Domino s Pizza, Inc. (restaurants); Freightcar America, Inc. (rail cars); Heating Oil Partners, L.P. (energy); IASIS Healthcare Corporation (hospitals and health insurance); Inviva Inc. (insurance); Jefferson National Financial Corporation (annuities); Millennium Digital Media Holdings (cable/telecom); Morris Materials Handling, Inc. (capital equipment); Norcraft Companies, L.P. (building products); 2 Table of Contents NSP Holdings LLC (safety products); PrimeCo Wireless Communications LLC (cellular telephone network); Source Financing Corp.(retail); Standard Steel LLC (railcar components); TLC Beatrice International Inc. (consumer products); Transportation Technologies Industries, Inc. (heavy truck components); Urban Brands, Inc. (retail) and Security First Corp. (cyber security and data management software). In addition, Mr. Kehler previously served as a board observer of ITC Holdings, Inc. (electric transmission). Mr. Maselli is currently Vice President of GXGX and has been Managing Director of Trimaran since 2006, and previously was a Managing Director of CIBC. Prior to CIBC, Mr. Maselli was a Managing Director in Bear Stearns & Co. Inc. s Utility and Natural Resources group and previously was a Vice President at Kidder, Peabody & Co. Mr. Maselli serves as Chairman of the Board of Directors of El Pollo Loco Holdings Inc. (NASDAQ: LOCO), and previously served as Chairman of the Board of CB Holding Corp. (restaurants), and as a director of Brite Media Group LLC (specialty advertising); ChanceLight, Inc. (for-profit education); Norcraft Companies, Inc. (building products; NASDAQ: NCFT); and Standard Steel, LLC (railcar components). In addition, Mr. Maselli previously served as a board observer of TNP Enterprises, Inc. (electric utility) and ITC Holdings, Inc. (electric transmission). Our management team also includes Andrea J. Kellett, our Chief Financial Officer, Arthur D. Baer and Jordan S. Bloom, our Vice Presidents. Ms. Kellett is currently Chief Financial Officer of GXGX Ms. Kellett has been a Managing Director and the Chief Financial Officer of Trimaran since 2006. She previously was an Executive Director of CIBC. Prior to CIBC, Ms. Kellett was the Controller of Argosy, a Vice President at Thomson McKinnon Securities, Inc. and an auditor with Arthur Young & Co. Mr. Baer will become an investment professional at Trimaran Capital Partners at the time of this offering, is currently a consultant to GXGX and previously was CIO of Cavendish Fund Management LLC. Prior to Cavendish, he was CFO and Vice Chairman of Brite Media Group LLC. Mr. Bloom has been Vice President at Trimaran Capital Partners since 2021 and an investment professional there since 2019, and previously he held a position at Aristeia Capital, a multi-strategy investment fund. All members of our management team, except Jordan Bloom and Arthur Baer, are also part of the management team of GXGX. We believe that we will derive significant benefit from our management team, which has broad experience in identifying targets and acquiring businesses under a range of business, market and economic conditions. We intend to focus our efforts on seeking and completing an initial business combination with a company that has an enterprise value in excess of $1 billion, although a target entity with a smaller enterprise value may be considered. While we may pursue an acquisition opportunity in any sector, we believe that companies in industries with favorable growth prospects and attractive returns on invested capital make particularly suitable targets for acquisition by a public vehicle. Business Strategy Our strategy is to identify a target that can benefit by becoming a publicly-listed company, with improved access to capital, and that we believe can be positively impacted by our management team. We will seek a target that we believe can grow revenue and earnings materially. This may include a target that can benefit from capital injection to: (i) increase spending on capital or other projects that are expected to generate favorable returns and which can accelerate revenue and earnings growth; (ii) invest in technology; or (iii) fundamentally restructure its business operations. Our management team, combined, has more than 100 years of experience setting and implementing strategies to grow revenues and improve profitability, including: helping to develop growth initiatives; developing capital allocation strategies; reducing expenses to increase earnings or to redeploy capital into more beneficial initiatives; pursuing add-on acquisitions and divestitures; engaging in capital markets and other financing or restructuring activities; evaluating, changing or enhancing management when appropriate; and crafting other initiatives. To execute our business strategy, we intend to: Utilize our management team s extensive network of company owners, management teams, financial intermediaries and others to identify appropriate candidates for a possible business combination; Conduct rigorous research and analysis of various industries and companies to identify promising potential targets; Conduct a thorough due diligence review of one or more targets, including an analysis of overall industry and competitive conditions and of company-specific information; 3 Table of Contents Arrange appropriate financing in connection with the business combination to provide the target company with adequate capital to execute its business plan; Complete a business combination at an attractive price relative to our view of intrinsic value and future potential; Implement an operational and financial business plan that we believe will accelerate growth and provide the company with financial and operational flexibility; and Seek further strategic acquisitions, divestitures or other transactions that we believe will further enhance shareholder value. Acquisition Criteria We have identified the following general criteria and guidelines that we believe are consistent with our acquisition philosophy and our management s experience, and that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines to evaluate acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire a company that we believe has some or all of the following characteristics: Has potential to achieve favorable growth in revenue and earnings; Has potential to generate favorable returns on invested capital, with identifiable projects that will allow the company to make investments that can increase earnings; Has established customer relationships and sustainable margins; Is in a sector with favorable secular trends such as demographics, customer trends, technology developments or some other identifiable factor(s), and that exhibits significant barriers to entry by new competitors; Is less likely to be negatively affected by existing or new regulations; Has potential to grow via add-on acquisitions; Appears to be fundamentally misunderstood by investors, and therefore is undervalued; Needs additional strategic and managerial guidance to reposition the company, accelerate growth or refocus the business on strategies that will result in value creation; and Is expected to generate attractive risk-adjusted returns for our stockholders. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we find an opportunity that has characteristics more compelling to us than the characteristics described above, we would pursue such opportunity. Competitive Strengths We intend to leverage the following sources of competitive strength in seeking to achieve our business strategy: Experienced Management Team with Expertise in a Wide Variety of Industries, Under Various Economic and Market Environments Our co-Chairmen and Chief Executive Officers have been involved in more than 60 acquisitions as owners, financiers and/or advisers for more than 35 years, across dozens of industries and through several full economic cycles. Members of our management team, combined, have more than 100 years of experience investing and advising in corporate acquisitions. We believe that our management s long and diverse acquisition experience represents a competitive advantage. 4 Table of Contents Public Markets Experience Our management team has substantial experience in the public equity markets. Many of the acquisition transactions in which they participated involved publicly-held companies, and a number of their portfolio companies achieved exits via the public equity markets. In addition to public markets experience relating to their private equity activities, our management team also has overseen portfolios that invested in a wide variety of securities, including public equities, and our management team has been involved in numerous public equity financings as advisors. We view this broad experience in public equities spanning more than three decades to be a competitive advantage in sourcing a prospective investment that will be well-received by equity investors. Access to Investment Opportunities Our management team has extensive, long-term relationships with owners (both private equity fund managers and otherwise), management teams, lenders, industry experts, consultants, professionals and financial intermediaries. This network has provided our management team with deal flow over many years, and we believe these relationships will provide us with access to attractive acquisition opportunities. We also intend to rely on our management team s reputation and history of identifying and securing acquisition opportunities, including those that have potential to improve by changing their business models or adopting new technologies. In addition, we anticipate that target business candidates will be brought to our attention from various other sources, including investors and large enterprises seeking to divest non-core assets or divisions. Our Acquisition, Investment and Post-Closing Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, an analysis of overall industry and competitive conditions; meetings with incumbent management and employees; interaction with third-parties who are industry experts; document reviews; inspection of facilities; and a review of available financial, operational, legal and other information. As part of our due diligence investigation, we will evaluate the suitability of the target to become a public company. This will include an analysis of: the target s financial prospects, including prospects for growth and variability of financial results; relevant revenue recognition and other accounting issues; actual and contingent liabilities; reliance upon key suppliers, customers and employees; regulatory issues; and other factors that may impact the target business once it is part of a public company. We believe that it is important for any acquisition to achieve early success as a first step toward achieving longer-term objectives. Before completing a business combination, we intend to work with the target s management team and outside advisors to develop a formal plan (the 100 Day Plan ) that will set forth the company s key near-term objectives for management and employees of the target company, and will communicate to them the importance of near-term execution. We believe that the 100 Day Plan will serve as the beginning of a strategic plan whose objective will be to increase shareholder value. While the 100 Day Plan will be tailored specifically to deal with a company s unique circumstances, we expect it to include objectives relating to the following: Determining the key drivers that will allow the company to increase shareholder value, and the factors that will make the company more valuable in the future; Developing key performance indicators, since we believe that You can t manage what you can t measure ; Developing strategies to accelerate revenue growth, speed innovation and remove bottlenecks; Identifying potential high-return investments in the business, both operating and capital-related; 5 Table of Contents Eliminating non-essential expenses and low-return capital expenditures; Developing a human resource strategy by optimizing the existing workforce, developing concrete plans to retain key talent and recruiting new talent and creating a compensation plan that aligns interests among investors, management and employees; and Developing an investor relations strategy by creating processes and disciplines around shareholder communication and relations with the analyst community. We expect that following the execution of the 100 Day Plan, our management team and board of directors will continue to work closely with management of the target company to implement strategies that we believe will build shareholder value. Any past experience of our management team is not a guarantee either: (i) that we will be able to locate a suitable candidate for our initial business combination; or (ii) of any results with respect to any initial business combination we may consummate. You should not rely on the historical record of Trimaran s or our management team s performance as indicative of our future performance. Additionally, in the course of their respective careers, members of our management team have been involved in businesses and deals that were unsuccessful. In addition, our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. For a list of our officers and directors and entities for which a conflict of interest may or does exist between such persons and the company, as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under Management Conflicts of Interest . Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act . Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired 6 Table of Contents is what will be taken into account for purposes of Nasdaq s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Our Business Combination Process In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We will also utilize the expertise of our management team in analyzing companies and evaluating operating projections, financial projections and determining the appropriate return expectations given the risk profile of the target business. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors or advisors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers, directors or advisors we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view. Members of our management team and our advisors may directly or indirectly own our founders shares, common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity, including GXGX, if its transaction with Celularity Inc. is not consummated. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity, including GXGX if its transaction with Celularity Inc. is not consummated. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination, as we believe any such opportunities presented would be smaller than what we are interested in, in different fields than what we would be interested in, or that our obligations are to entities that are not themselves in the business of engaging in business combinations, including GXGX, if the transaction with Celularity Inc. is not consummated. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities intended to be registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we have entered into a definitive agreement regarding our initial business combination. Corporate Information Our executive offices are located at 1325 Avenue of the Americas, 25th Floor New York, NY 10019 and our telephone number is (212) 616-3700. 7 Table of Contents We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our shares held by non-affiliates exceeds $700 million as of the prior June 30. 8 Table of Contents THE OFFERING
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001827392_authentic_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001827392_authentic_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ddefad3d9ed33e39731fb9c2f68b8c402e117c9d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001827392_authentic_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights only the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: Amended and Restated Memorandum and Articles of Association are to the Amended and Restated Memorandum and Articles of Association of the Company in place upon the consummation of this offering; Companies Law are to the Companies Act (as amended) of the Cayman Islands as the same may be amended from time to time; Forward Purchase Agreement are to an agreement between the company and GEPT, pursuant to which, in exchange for the payment by GEPT to us of $824,500 prior to the closing of this offering, (i) GEPT may purchase, in its discretion, an amount designated by the Company, which amount will not exceed the lesser of (A) $50,000,000 of units and (B) a number of units equal to 19.99% of the pro forma equity outstanding at the time of the closing of the initial business combination, including but not limited to, any Ordinary Shares issued in connection with this offering, the Forward Purchase Agreement or any private placement or other offering or to any seller in the initial business combination, with each unit consisting of one Class A ordinary share and 0.425 of one redeemable warrant, for a purchase price of $10.00 per unit, in a private placement transaction to occur concurrently with the closing of our initial business combination, and (ii) if GEPT makes the purchase described in clause (i) above, we will issue to GEPT, at the closing of our initial business combination and prior to the conversion of the Class B Shares into Class A Shares in accordance with the terms thereof: a number of Class B ordinary shares (the GEPT Class B ordinary shares ) that is equal to 12.5% of the aggregate number of Class B ordinary shares outstanding at the time of our initial business combination prior to the conversion of such Class B ordinary shares into Class A ordinary shares pursuant to the terms thereof and after giving effect to the issuance of the GEPT Class B ordinary shares and any other Class B ordinary shares as a result of anti-dilution rights or other adjustments and the number of Class B ordinary shares transferred, assigned, sold or forfeited in connection with our initial business combination but excluding 115,000 Class B ordinary shares from such calculation (provided, however, that if the Founder Shares are converted into Class A ordinary shares prior to the date of our initial business combination, GEPT will receive a number of Class A ordinary shares equal to the number of Class A ordinary shares that it would have been entitled to pursuant to the GEPT Issuance); and a number of Private Placement Warrants equal to 12.5% of the aggregate number of Private Placement Warrants at the time of our initial business combination prior to the conversion of such Class B ordinary shares into Class A ordinary shares pursuant to the terms thereof and after giving effect to any Private Placement Warrants transferred, assigned, sold or forfeited in connection with our initial business combination; Forward Purchase Securities are to the Forward Purchase Shares and Forward Purchase Warrants; Forward Purchase Shares are to Class A ordinary shares to be issued pursuant to the Forward Purchase Agreement; Forward Purchase Warrants are to warrants to purchase Class A ordinary shares to be issued pursuant to the Forward Purchase Agreement; Founder Shares are to our Class B ordinary shares initially issued to our Sponsor in a private placement prior to this offering, the Class B ordinary shares to be issued to GEPT under the Forward Purchase Agreement, if any, and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be Public Shares ); GEPT are to General Electric Pension Trust; Initial Shareholders are to the holders of our Founder Shares prior to this offering; Management or our Management Team are to our executive officers and directors (including our directors nominees that will become directors in connection with the consummation of this offering); Ordinary Resolution are to a resolution adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; Ordinary Shares are to our Class A ordinary shares and our Class B ordinary shares; 1 Table of Contents Private Placement Warrants are to the warrants to be issued to our Sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any, and the warrants to be issued to GEPT under the Forward Purchase Agreement (other than the Forward Purchase Warrants), if any; Public Shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); Public Shareholders are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or members of our Management Team purchase Public Shares, provided that our Sponsor s and each member of our Management Team s status as a Public Shareholder will only exist with respect to such Public Shares; Special Resolution are to a resolution adopted by the affirmative vote of at least a two-thirds (2/3) majority (or such higher threshold as specified in the company s amended and restated articles of association) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; Sponsor are to Authentic Equity Sponsor LLC, a Delaware limited liability company; and we, us, our, company or our company are to Authentic Equity Acquisition Corp., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that (a) the underwriters will not exercise their over-allotment option. and (b) GEPT purchases 5,000,000 units under the Forward Purchase Agreement. General We are a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to a potential initial business combination with us. While we may pursue an initial business combination in any industry, sector or geographic region, we intend to focus our search initially on North American businesses in the consumer sector, which complements the expertise of our Management Team. We will seek strong fundamental businesses in a broad range of consumer products and services sectors, with emphasis on one or more of the following attributes: Market leadership or a path to market leadership in the short to medium-term; Established, authentic and profitable brands; History of organic growth and attractive margins with opportunities to further enhance revenue growth and profitability through innovation, marketing investments (including digital) and productivity improvements; Recession resistant, everyday use products offering a compelling price/value proposition; Beneficiary of increased outsourcing of critical, value-added services within the consumer sector; Extendable platforms via adjacent category launches and M Omnichannel presence and/or opportunities; Strong, visionary management teams; and Orphan segments or brands deemed non-core or off-strategy by their corporate owners that could benefit greatly from increased focus and investment. 2 Table of Contents The U.S. consumer goods and services sector is a large addressable market, which at $14.5 trillion in 2019 represented approximately 68% of U.S. GDP and grew at a 4.4% CAGR over the 2016-2019 period. Within this substantial market, we will focus our efforts on subcategories where we can enhance value by leveraging our experience and relationships across the value chain including, but not limited to, packaged and frozen foods, beverages, beer, wine and spirits, snacks, household products, pet products, consumer and marketing services and personal care products, including health and beauty and over-the-counter products. Our Management Team has the necessary corporate, financial and investment experience to successfully pursue acquisitions with a myriad of transaction structures. We envision a transaction may be derived from many different business inflection points, which include, but are not limited to: (i) corporate carve outs; (ii) privately owned, on-trend, fast-growing businesses and brands seeking an efficient path to becoming public; (iii) private equity owned businesses whose growth can be further accelerated; and (iv) businesses that would similarly benefit from a partnership with our Management Team. Whether a carve-out or whole company acquisition, we are proficient in identifying attractive opportunities and continuously adding value post deal execution. Our Sponsor is an affiliate of Authentic Equity, LLC ( Authentic Equity ) a premier New York based consumer focused private equity investment firm led by David Hooper, our Chairman and CEO, Thomas Flocco, our President and COO, and Todd Khoury, our CFO and Director. Authentic Equity is focused on investing in high-quality North American middle market consumer companies with quality management teams and attractive strategic, operational and financial growth opportunities that can benefit from access to Authentic Equity s network of operating talent. During their collective careers, our management team and board have made private equity investments in, or served in senior executive operating roles at, more than 20 consumer companies, including in such companies as Advantage Solutions, A&W Brands Inc., Big Heart Pet Brands, Birds Eye Foods, Del Monte Foods, Fortune Brands (Beam, Inc.), Gillette, LoJack Corporation, Ole Smoky Distillery, Richelieu Foods, The Nielsen Company, Triarc Beverage Group and Utz Quality Foods. In aggregate, our Management and board have participated in transactions totaling in excess of $20 billion of initial enterprise value. One of Authentic Equity s Co-Founders, David Hooper, has over twenty-five years of consumer private equity experience, including highly successful tenures at Centerview Capital and Vestar Capital Partners. At both Centerview Capital and Vestar Capital Partners, Mr. Hooper played a leading role in sourcing, acquiring, building and exiting high quality, on-trend portfolios of consumer and consumer services companies, such as: (i) Birds Eye Foods, which was sold to Pinnacle Foods/Conagra Brands (NYSE: CAG); (ii) The Nielsen Company, which completed an initial public offering (NYSE: NLSN); (iii) Richelieu Foods, which was sold to Freiberger/Sudzucker (ETR: SZU); (iv) Del Monte Foods, which was sold to Del Monte Pacific Limited; (v) Big Heart Pet Brands, which was sold to J.M. Smucker (NYSE: SJM); (vi) Ole Smoky Distillery; and (vii) Advantage Solutions (Nasdaq CM: ADV), which recently merged with Conyers Park II Acquisition Corp. Business Strategy Leveraging the over 60 years collective expertise of Mr. Hooper, Mr. Flocco and Mr. Khoury in the consumer products and consumer products services industries, we intend to target acquisitions in these sectors where we see a clear path to value creation by transforming businesses to improve top-line growth, drive productivity and enhance scale. Our Management Team has extensive relationships throughout the consumer products value chain and proven expertise in sourcing, structuring and completing transactions across multiple consumer categories. Moreover, we believe ongoing M&A could be a critical component of our stakeholder value creation framework following consummation of our initial business combination. We intend to invest behind key themes and trends that we believe will continue to affect the rapidly evolving consumer industry, and to identify opportunities that are capitalizing on the following dynamics or have the potential to do so: Increased importance of authentic, mission driven brands that stand for something; Growing demand for multicultural/ethnic offerings; Ongoing channel shift from store-based retail to Amazon, retailer.com and direct to consumer, highlighting the importance of true omnichannel exposure; Rapidly shifting demographics with different needs and aggregate spending power; 3 Table of Contents Rising consumer brand engagement driving growth in clean label, natural and organic and sustainably sourced and packaged products; Growing adoption rates and humanization of companion pets and resulting premiumization across the pet food and pet products categories; Acceleration of barbell consumption as premium and value priced offerings grow at the expense of mid-priced products and services; Ongoing importance of the right consumer value equation, relationship of price to perceived value; Ongoing outsourcing of critical consumer packaged goods ( CPG ) operations and functions; Productivity as a growth enabler reducing indirect costs to reinvest in innovation and marketing to accelerate growth; Consumer desire to customize and communicate through their brand choices, driving rapidly growing niche pockets within large categories; and Increased importance of clean environments, inside and outside the home. In addition to leveraging our Management Team s strong, existing consumer industry relationships, we intend to communicate broadly our desire to seek a transaction to private equity and venture capital investors, consumer company founders, investment banks, accounting firms, industry associations and consulting firms serving the CPG industry. Acquisition Criteria Our business combination targeting will focus on opportunities where we believe our expertise will enable us to accelerate growth by expanding distribution and improving velocity, improving margins by driving productivity and shifting business mix and increasing cash flow generation by improving working capital and making disciplined capital investments. With our business strategy as our guiding principles, we have identified certain criteria and guidelines that we believe to be important in evaluating acquisitions. While we will apply these criteria in evaluating the merits of potential combinations, we may complete our initial combination with a business that does not meet these criteria and guidelines. We are targeting candidates with $500 million to in excess of $1 billion of enterprise value with the majority of their business in North America, which we believe best utilizes our expertise. Many of the acquisition candidates will possess one or more of the following characteristics: Market leaders with a strong competitive moat: Companies with a #1 or #2 market share in their respective categories, or a path to market share leadership, and a clear, defensible and difficult to replicate strategic position; Strong platform for growth: Companies that possess strong growth potential through compelling category exposure, greater innovation, improved marketing, brand extendibility and inorganic growth opportunities through M Margin improvement opportunities: Using competitive benchmarking and bottoms-up cost analysis, we will seek targets where our expertise and that of our board of directors and advisors can be applied to drive sustainable gross and operating margin improvements; Strategic and proven management team: Companies with strong management teams that have proven industry experience and a track record of delivering strong top-line growth and margin improvements with agility to adapt to changing business conditions, both structural and cyclical; Compelling public company attributes: Companies that will resonate with public market investors including category and brand tailwinds, latent growth opportunities and predictable earnings trajectories; and Compelling valuation: Companies valued at appropriate valuation multiples relative to public peers with opportunities to expand valuation with performance above expectations. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our Sponsor and management team may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or 4 Table of Contents tender offer materials, as applicable, that we would file with the SEC. Although we intend to focus on identifying business combination candidates in the consumer products, services, retail and related industries, we will consider a business combination candidate outside of these industries if we determine that such candidate offers an attractive opportunity for our company. Our Management Team Our leadership team, including our board members, consists of seasoned investors and operators with deep experience driving growth by improving brand equity and resonance, optimizing operations and implementing digital and technology solutions to accelerate growth and improve productivity. Our team has a long history of enhancing value by aligning with management partners and other stakeholders. Collectively, they possess a wide-ranging set of complementary competencies across the consumer products value chain with extensive public market experience and financial acumen. We believe that our Management Team is well positioned to identify attractive opportunities while mitigating risk through a methodical acquisition identification and diligence process, leveraging their extensive network of relationships across the industry and years of consumer private equity experience. Our founders objectives are to generate attractive returns by enhancing value through revenue growth acceleration and improved operational performance of the acquired company. Further, we believe our Management Team will make us an attractive partner to potential target businesses, increasing our probability of completing a successful business combination and enhancing value for all stakeholders. David Hooper, Chairman and Chief Executive Officer Mr. Hooper serves as our Chief Executive Officer and also chairs our board of directors. Mr. Hooper co-founded Authentic Equity in 2018. Prior to Authentic Equity, in 2006, he co-founded Centerview Capital. At Centerview Capital, Mr. Hooper was a Partner, managed the firm s consumer fund and co-chaired its investment committee. He played a leading role in each of Centerview Capital s consumer investments since inception, including The Nielsen Company, Richelieu Foods, Big Heart Pet Brands/Del Monte Foods, Ole Smoky Distillery and Advantage Solutions. Mr. Hooper remains on the board of directors of Ole Smoky Holdco LLC (the parent of Ole Smoky Distillery). Prior to Centerview Capital, Mr. Hooper was a Managing Director, Head of the Consumer Group and Chairman of the U.S. Investment Committee at Vestar Capital Partners. Prior to joining Vestar in 1994, Mr. Hooper served as a financial consultant to GPA Group plc and was a member of The Blackstone Group s Principal Investment Group and Drexel Burnham Lambert s M&A department. Over his career, Mr. Hooper has served as a board member or board observer of numerous consumer-oriented companies, including Nielsen, J.M. Smucker, Big Heart Pet Brands, Advantage Solutions, Birds Eye Foods, Richelieu Foods, Del Monte Foods and Anvil Knitwear. Mr. Hooper holds a BSBA from Georgetown University and an MBA from the Stanford Graduate School of Business. Mr. Hooper serves on the Board of Advisors for Georgetown University s McDonough School of Business. Thomas Flocco, President and Chief Operating Officer Mr. Flocco is an established consumer products operating executive with a more than 30-year track record of experience in building and managing businesses and brands, driving operational improvements and providing strategic leadership. Mr. Flocco joined Authentic Equity in 2020 as an Operating Partner. Prior to Authentic Equity, he served as President and Chief Operating Officer of Utz Quality Foods (NYSE: UTZ), a snack foods company with approximately $900 million of revenue, from 2017 to 2019, where he was responsible for day-to-day commercial, financial and operational activity. He previously served as President and Chief Executive Officer of Beam Inc. (now Beam Suntory) ( Beam ), a global distilled spirits business with over $2.5 billion of revenue and 4,000 employees, from 2003 to 2008. At Beam, he held full general management responsibility for a global spirits business that includes brands such as Jim Beam, Knob Creek, Maker s Mark, Courvoisier, Sauza, Canadian Club, Laphroaig and others. He has also served as Chairman and CEO of Everglades Boats, where he currently holds the title of Chairman. Earlier in his career, Mr. Flocco was a Senior Vice President - Strategy and M&A for Fortune Brands, Inc. and a Partner at McKinsey & Company, where he co-led the Consumer and Supply Chain practices in North America. He began his career in Sales and then in Brand Management for Procter & Gamble. 5 Table of Contents Over his career, Mr. Flocco has served on multiple boards of directors of consumer companies, including BevMo!, and currently sits on the boards of directors of Ole Smoky Holdco LLC and Everglades Boats. Mr. Flocco holds a BA in Chemistry from Boston University and an MBA from Harvard Business School. Todd Khoury, Chief Financial Officer and Director Mr. Khoury co-founded Authentic Equity in 2018. During his career, Mr. Khoury was a Managing Director, Head of the Media and Communications Group and a member of the U.S. Investment Committee at Vestar Capital Partners from 1993 to 2005. He was also a Managing Director at BlackRock, Inc. from 2005 to 2007, where he co-led the firm s initial effort in private equity. He has also worked closely with a number of small businesses on strategic and operational initiatives and started his career at Salomon Brothers Inc. Mr. Khoury holds a BA in History from Yale University and an MBA from Harvard Business School. Our Director Nominees Joe Baker Mr. Baker is a serial entrepreneur in the U.S. consumer sector and has significant experiential marketing experience. Mr. Baker is the founder of Ole Smoky Distillery, the largest craft distillery in the U.S. which he began in 2010, and is currently the Chairman of Ole Smoky Holdco LLC. Ole Smoky s four distilleries are visited by approximately 5 million consumers annually, making them the world s most visited distilleries. In 2015, Mr. Baker also founded Yee-Haw Brewing Company, which has grown from a single location micro-brewery to a significant southeast U.S. regional participant in the craft beer sector. Mr. Baker has also been a successful entrepreneur in other areas, and currently runs a family office with interests in commercial real estate, hospitality, sports gaming and entertainment. He began his career as a lawyer and also served as an Assistant District Attorney General for the State of Tennessee. Mr. Baker holds a BA from Georgetown University and a JD from the University of Tennessee College of Law. Tim O Connor Mr. O Connor is a highly experienced consumer products executive with over 30 years of leadership of food and consumer products companies, including as Chief Executive Officer and Chief Financial Officer. Mr. O Connor most recently served as the CEO of Richelieu Foods, Inc., the leading manufacturer of retail private label frozen and deli pizza in the U.S. and a leading provider of retail salad dressings and premium sauces, until the company s sale to Freiberger/Sudzucker (ETR: SZU) in 2017. As CEO, Mr. O Connor delivered highly relevant product innovation, operational improvements and strategic development that led to significant growth in market share, revenue, profits and cash flow. Prior to becoming CEO in 2013, Mr. O Connor served as Richelieu s CFO from 2011 to 2013. Earlier in his career, Mr. O Connor served as Executive Vice President and CFO of LoJack Corporation, a leading manufacturer of stolen vehicle recovery systems for cars, trucks and SUVs. Mr. O Connor also served in senior finance roles for American Tower Corp. (NYSE: AMT), a leading wireless and broadcast communications infrastructure company, Procter & Gamble (NYSE: PG), and The Gillette Company. Mr. O Connor holds a BS in Finance and Accounting from Northeastern University. Kathleen Griffin Stack Ms. Stack has over three decades of experience as an investor and research analyst in the consumer products sector. Ms. Stack served most recently as Managing Director at J.P Morgan Asset Management until 2015, where she was responsible for equity investments within the U.S. consumer products sector across institutional and retail funds. Her career at J.P Morgan Chase & Co. spanned 34 years, 32 years of which she was the U.S. Consumer Products Research Analyst. In addition, she served as Global Team Leader for consumer products equity investments in the Global Analyst Portfolio, as Portfolio Manager for the U.S. Analyst Fund, and as U.S. Equity Research Analyst for the web hosting, internet infrastructure, regional banking and brokerage sectors. Prior to joining Morgan Guaranty Trust Company of New York (the predecessor to J.P Morgan Chase & Co.), Ms. Stack was an Associate at Donaldson, Lufkin & Jenrette, Incorporated, and an Assistant Vice President at Lehman Brothers 6 Table of Contents Kuhn Loeb, Incorporated. She began her career at Lehman Brothers Incorporated, where she was the first Research Assistant in the U.S. Equity Research Department. Ms. Stack was recognized over multiple years by Institutional Investor Magazine as Best of the Buy Side . Ms. Stack holds an A.B. in Mathematical Economics from Colgate University and an M.B.A. in Finance from The Wharton School, University of Pennsylvania. Michael Weinstein Mr. Weinstein is a consumer marketing professional with a long and successful track record focused on the beverage industry. Mr. Weinstein most recently was Chairman of INOV8 Beverage Consulting Group and its predecessor, INOV8 Beverages, which he co-founded in 2004. His career spans nearly 50 years, starting with positions of increasing responsibility at the Pepsi-Cola Company and Kenyon & Eckhardt Advertising. Later in his career, he served as President and COO of A&W Brands Inc., CEO of Triarc Beverage Group (which included the Snapple, Royal Crown, Mistic and Stewart s brands) until its sale to Cadbury Schweppes, and President of Global Innovation and Business Development at Cadbury Schweppes. Mr. Weinstein currently serves as a board member of privately held King Juice (Calypso Lemonade) and Eska Water. Previously, he served on the boards of the H. J. Heinz Company, Dr. Pepper Snapple, Bob Evans Farms, A&W Brands Inc. and Tampico Beverages. Accolades include Beverage Industry Executive of the Year and induction into the Beverage World Hall of Fame. Mr. Weinstein holds a BA from Lafayette College and an MBA from Harvard Business School. Initial Business Combination So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our Public Shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our 7 Table of Contents shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our Management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Our Forward Purchase Agreement We believe our ability to complete our initial business combination will be enhanced by the additional capital available pursuant to the Forward Purchase Agreement. Under the Forward Purchase Agreement, in exchange for $824,500 paid to us concurrently with the closing of this offering, GEPT will have the right, in its discretion, to purchase a number of units designated by the Company, up to the lesser of (i) $50,000,000 of units and (ii) a number of units equal to 19.99% of the pro forma equity outstanding at the time of the closing of our initial business combination, including but not limited to, any Ordinary Shares issued in connection with this offering, the Forward Purchase Agreement or any private placement or other offering or to any seller in the initial business combination, with each unit consisting of one Class A ordinary share and 0.425 of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of our initial business combination, and the right to acquire a specified number of Class B ordinary shares and Private Placement Warrants as described below. If GEPT purchases the maximum number of forward purchase units available to it under the Forward Purchase Agreement, we will issue to GEPT, at the closing of our initial business combination and prior to the conversion of the Class B ordinary shares into Class A ordinary shares in accordance with the terms thereof (the GEPT Issuance ): a number of Class B ordinary shares (the GEPT Class B ordinary shares ) that is equal to 12.5% of the aggregate number of Class B ordinary shares outstanding at the time of our initial business combination prior to the conversion of such Class B ordinary shares into Class A ordinary shares pursuant to the terms thereof and after giving effect to the issuance of the GEPT Class B ordinary shares and any other Class B ordinary shares as a result of anti-dilution rights or other adjustments and the number of Class B ordinary shares transferred, assigned, sold or forfeited in connection with our initial business combination but excluding 115,000 Class B ordinary shares from such calculation (the Post-Business Combination Class B ordinary shares ) (provided, however, that if the Founder Shares are converted into Class A ordinary shares prior to the date of our initial business combination, GEPT will receive a number of Class A ordinary shares equal to the number of Class A ordinary shares that it would have been entitled to pursuant to the GEPT Issuance); and a number of Private Placement Warrants equal to 12.5% of the aggregate number of Private Placement Warrants outstanding at the time of our initial business combination prior to the conversion of such Class B ordinary shares into Class A ordinary shares pursuant to the terms thereof and after giving effect to any Private Placement Warrants transferred, assigned, sold or forfeited in connection with our initial business combination (the Post-Business Combination Private Placement Warrants ). Additionally, if GEPT purchases the maximum number of forward purchase units available to it under the Forward Purchase Agreement, in order to help facilitate a business combination, our Sponsor has agreed to forfeit to us for no consideration a number of Class B ordinary shares and Private Placement Warrants (the Sponsor Forfeiture ) 8 Table of Contents such that after the Sponsor Forfeiture and the GEPT Issuance, our Sponsor will own (i) a number of Class B ordinary shares equal to 87.5% of the number of Post-Business Combination Class B ordinary shares plus 15,000 Class B ordinary shares, and (ii) a number of Private Placement Warrants equal to 87.5% of the number of Post-Business Combination Private Placement Warrants. We will determine the number of forward purchase units to be sold under the Forward Purchase Agreement and GEPT s obligation to purchase such units will be subject to the satisfaction of certain conditions, including, among others, the delivery by GEPT of a notice to us that it will purchase the Forward Purchase Securities in whole or in part. The rights of GEPT under the Forward Purchase Agreement do not depend on whether any Class A ordinary shares are redeemed by our Public Shareholders. If GEPT does not purchase the maximum number of forward purchase units available to it under the Forward Purchase Agreement, GEPT will not be entitled to receive any of the Founder Shares or Private Placement Warrants described above, and we will be entitled to retain the $824,500 paid to us by GEPT. The terms of the Forward Purchase Shares and Forward Purchase Warrants, respectively, will generally be identical to the terms of the Class A ordinary shares and the redeemable warrants included in the units issued in this offering, except that the Forward Purchase Shares will not be entitled to redemption rights or to vote on our initial business combination, and the Forward Purchase Securities will have certain registration rights, as described in this prospectus. In the event that GEPT purchases less than 5,000,000 units pursuant to the Forward Purchase Agreement, our Sponsor will forfeit to us, for no consideration, up to 1,250,000 Class B ordinary shares depending on the number of units purchased. Other Considerations We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our Sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Our Management Team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. In addition, certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, he or she may be required to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. To address the matters set out above our Amended and Restated Memorandum and Articles of Association provide that, to the maximum extent permitted by law, we renounce any interest or expectancy in, or in being offered an opportunity to participate in any business combination opportunity which may be a corporate opportunity for both us and our Sponsor and another entity, including any entities managed by our Sponsor or its affiliates and any companies in which our Sponsor or such entities have invested about which any of our officers or directors acquires knowledge and we will waive any claim or cause of action we may have in respect thereof. In addition, our Amended and Restated Memorandum and Articles of Association will contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to the company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity. Our Sponsor, officers and directors may Sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among 9 Table of Contents investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our Sponsor, officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Corporate Information Our executive offices are located at 32 Elm Place, 2nd Floor, Rye, NY 10580, and our telephone number is (646) 374-0919. We maintain a corporate website at www.authenticequityacquisitioncorp.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and expect to receive, after the effectiveness of the registration statement of which this prospectus forms a part, a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (as amended) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Ordinary Shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our Ordinary Shares held by non-affiliates exceeds $700 million as of the prior June 30. 10 Table of Contents The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our Management Team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 20,000,000 units (or 23,000,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-half of one redeemable warrant. Proposed Listing Symbols Units: AEACU Class A ordinary shares: AEAC Warrants: AEACW Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Jefferies LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 20,000,000(1) 11 Table of Contents Ordinary shares: Number outstanding before this offering 7,000,000(2)(3) Number outstanding after this offering 26,250,000(1)(2)(4) Warrants: Number of Private Placement Warrants to be sold in a private placement simultaneously with this offering 6,000,000(1) Number of warrants to be outstanding after this offering and the sale of Private Placement Warrants 16,000,000(1) Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. The Forward Purchase Warrants will be exercisable on the same terms as the warrants offered as part of the units. ____________ (1) Assumes no exercise of the underwriters over-allotment option. (2) Founder Shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our Amended and Restated Memorandum and Articles of Association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. (3) Includes 2,000,000 Founder Shares that are subject to forfeiture by our Sponsor. (4) Includes 20,000,000 Public Shares and 6,250,000 Founder Shares, assuming our Sponsor has forfeited only 750,000 Founder Shares. 12 Table of Contents Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination (excluding any Forward Purchase Securities) at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our Sponsor or its affiliates, without taking into account any Founder Shares held by our Sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, laws of the state of residence of the holder, or blue sky laws (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable blue sky laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a 13 Table of Contents current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders and Forward Purchase Warrants Anti-Dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable blue sky laws. Any exercise of the warrants by a warrant holder prior to redemption would not be on a cashless basis and would require the exercising holder to pay the exercise price for each warrant being exercised. Except as set forth below, none of the Private Placement Warrants will be redeemable by us so long as they are held by our Sponsor, GEPT or their permitted transferees. 14 Table of Contents Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Commencing 90 days after the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at a price of $0.10 per warrant; upon a minimum of 30 days prior written notice of redemption; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders and Forward Purchase Warrants Anti-dilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders and Forward Purchase Warrants Anti-dilution Adjustments ), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders and Forward Purchase Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Shareholders and Forward Purchase Warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.365 Class A ordinary shares per warrant (subject to adjustment). This redemption feature differs from the typical warrant redemption features used in other blank check offerings. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders and Forward Purchase Warrants for additional information. 15 Table of Contents Founder Shares On October 1, 2020, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain expenses on our behalf in consideration of 5,750,000 Class B ordinary shares, par value $0.0001. The per share price of the Founder Shares was determined by dividing the amount contributed to the company by the number of Founder Shares issued. In December 2020, we effected a share capitalization with respect to our Class B ordinary shares resulting in our Sponsor holding 7,000,000 Founder Shares. Our Sponsor subsequently transferred 25,000 Class B ordinary shares to each of our independent directors, which shares will not be subject to forfeiture in the event the underwriters over-allotment option is not exercised. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of Founder Shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering plus the number of Class A ordinary shares that may be sold pursuant to the Forward Purchase Agreement, if any. Up to 750,000 Founder Shares are subject to forfeiture by our Sponsor, depending on the extent to which the underwriters over-allotment option is exercised, and up to 1,250,000 Founder Shares are subject to forfeiture by our Sponsor depending on the number of units purchased under the Forward Purchase Agreement if such number is below 5,000,000. The Founder Shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the Founder Shares have the right to vote on the election of directors and holders of a majority of our Founder Shares may remove a member of the board of directors for any reason; the Founder Shares are subject to certain transfer restrictions, as described in more detail below; our Sponsor and each member of our Management Team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to our Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any Founder Shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any Public Shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if a majority of the Ordinary Shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In such case, our Sponsor and each member of our Management Team have agreed to vote their Founder Shares and Public Shares in favor of our initial business combination. 16 Table of Contents As a result, in addition to our Initial Shareholders Founder Shares, we would need 6,875,001, or 34.4% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), of the 20,000,000 Public Shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; the Founder Shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our Amended and Restated Memorandum and Articles of Association; and the Founder Shares are entitled to registration rights. Transfer restrictions on Founder Shares Except as described herein, our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our Sponsor and our directors and executive officers with respect to any Founder Shares. Founder Shares conversion and anti-dilution rights The Founder Shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares. At the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of Ordinary Shares issued and outstanding upon completion of this offering (less the total number of Class B ordinary shares forfeited (if any) by the Sponsor to the extent less than 5,000,000 units are purchased under the Forward Purchase Agreement) and the number of Class A ordinary shares that may be sold pursuant to the Forward Purchase Agreement, if any, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination, any Private Placement Warrants issued to our Sponsor, its affiliates or any member of our Management Team upon conversion of working capital loans and any Forward Purchase Warrants. Any Class A ordinary shares delivered upon conversion of our Founder Shares will not have any redemption rights or be entitled to liquidating distributions if we do not consummate an initial business combination. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. 17 Table of Contents The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Election of directors; Voting rights Prior to our initial business combination, only holders of our Founder Shares will have the right to vote on the election of directors. Holders of our Public Shares will not be entitled to vote on the election of directors during such time; provided, however, that if all of the Founder Shares are converted prior to the date of our initial business combination, the holders of our Class A ordinary shares will have the right to vote on the election of directors. In addition, prior to the completion of an initial business combination, holders of a simple majority of our Founder Shares may remove a member of the board of directors for any reason. These provisions of our Amended and Restated Memorandum and Articles of Association may only be amended by a Special Resolution. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our Founder Shares and holders of our Public Shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our Sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 6,000,000 Private Placement Warrants (or 6,600,000 Private Placement Warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, for an aggregate purchase price of $ 5,175,500 (or $5,775,500 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Certain of these Private Placement Warrants are subject to forfeiture by our Sponsor as described below under GEPT arrangements . If we do not complete our initial business combination within 24 months from the closing of this offering, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders and Forward Purchase Warrants Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ) and will be exercisable on a cashless basis so long as they are held by our Sponsor, GEPT or their permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our Sponsor, GEPT or their permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. 18 Table of Contents GEPT arrangements In connection with this offering, we will enter into a Forward Purchase Agreement, pursuant to which, in exchange for $824,500 paid to us concurrently with the closing of this offering, GEPT will have the right, in its discretion, to purchase a number of units designated by the Company, up to the lesser of (i) $50,000,000 of units and (ii) a number of units equal to 19.99% of the pro forma equity outstanding at the time of the closing of our initial business combination, including but not limited to, any Ordinary Shares issued in connection with this offering, the Forward Purchase Agreement or any private placement or other offering or to any seller in the initial business combination, with each unit consisting of one Class A ordinary share and 0.425 of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of our initial business combination, and the right to acquire a specified number of Class B ordinary shares and Private Placement Warrants as described below. If GEPT purchases the maximum number of forward purchase units available to it under the Forward Purchase Agreement, we will issue to GEPT, at the closing of our initial business combination and prior to the conversion of the Class B ordinary shares into Class A ordinary shares in accordance with the terms thereof: a number of Class B ordinary shares that is equal to 12.5% of the Post-Business Combination Class B ordinary shares (provided, however, that if the Founder Shares are converted into Class A ordinary shares prior to the date of our initial business combination, GEPT will receive a number of Class A ordinary shares equal to the number of Class A ordinary shares that it would have been entitled to pursuant to the GEPT Issuance); and a number of Private Placement Warrants equal to 12.5% of the Post-Business Combination Private Placement Warrants. Additionally, if GEPT purchases the maximum number of forward purchase units available to it under the Forward Purchase Agreement, in order to help facilitate a business combination, our Sponsor has agreed to forfeit to us for no consideration a number of Class B ordinary shares and Private Placement Warrants (the Sponsor Forfeiture ) such that after the Sponsor Forfeiture and the GEPT Issuance, our Sponsor will own (i) a number of Class B ordinary shares equal to 87.5% of the Post-Business Combination Class B ordinary shares plus 15,000 Class B ordinary shares, and (ii) a number of Private Placement Warrants equal to 87.5% of the Post-Business Combination Private Placement Warrants. The Forward Purchase Warrants purchased by GEPT under the Forward Purchase Agreement will have the same terms as the warrants offered as part of the units in this offering. The warrants purchased by GEPT as described above will have the same terms and be subject to the same transfer restrictions as the Private Placement Warrants held by our Sponsor. Transfer restrictions on Private Placement Warrants The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. 19 Table of Contents Cashless exercise of Private Placement Warrants If holders of Private Placement Warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Sponsor, GEPT or their permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account Of the proceeds we will receive from this offering and the sale of the Private Placement Warrants described in this prospectus, $200,000,000, or $230,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $7,000,000 (or $8,050,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our Amended and Restated Memorandum and Articles of Association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the Private Placement Warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our Public Shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend our Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our Public Shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our Public Shareholders. 20 Table of Contents Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.5% per year, we estimate the interest earned on the trust account will be approximately $1,000,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the Private Placement Warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in non-reimbursed expenses relating to this offering; and any loans or additional investments from our Sponsor or an affiliate of our Sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. We will complete our initial business combination only if the post-business combination company in which our Public Shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test; provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. 21 Table of Contents Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase Public Shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase Public Shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our Sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. 22 Table of Contents Redemption rights for Public Shareholders upon completion of our initial business combination We will provide our Public Shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding Public Shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per Public Share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our Public Shares, even if a Public Shareholder has properly elected to redeem its shares, if a business combination does not close. Our Sponsor and each member of our Management Team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Limitations on redemptions Our Amended and Restated Memorandum and Articles of Association will provide that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. 23 Table of Contents Manner of conducting redemptions We will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company and any transactions where we issue more than 20% of our outstanding Ordinary Shares or seek to amend our Amended and Restated Memorandum and Articles of Association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if a majority of the Ordinary Shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In such case, our Sponsor and each member of our Management Team have agreed to vote their Founder Shares and Public Shares in favor of our initial business combination. As a result, in addition to our Initial Shareholders Founder Shares, we would need 6,875,001, or 34.4% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), of the 20,000,000 Public Shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our Amended and Restated Memorandum and Articles of Association will require that at least five days notice will be given of any such shareholder meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our Amended and Restated Memorandum and Articles of Association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. 24 Table of Contents Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on Public Shareholders not tendering more than the number of Public Shares we are permitted to redeem. If Public Shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our Management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our Sponsor or our Management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. 25 Table of Contents Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any Public Shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for Public Shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our Public Shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-business combination businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of Public Shares and distribution and liquidation if no initial business combination Our Amended and Restated Memorandum and Articles of Association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our Sponsor and each member of our Management Team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any Founder Shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any Public Shares they hold if we fail to complete our initial business combination within the prescribed time frame). 26 Table of Contents The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our Public Shares. Our Sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; in each case, unless we provide our Public Shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding Public Shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our Public Shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our Sponsor, any executive officer, director or director nominee, or any other person. Our Amended and Restated Memorandum and Articles of Association will provide that, if a resolution of the company s shareholders is passed pursuant to the Companies Law of the Cayman Islands to commence the voluntary liquidation of the company, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our Sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the Private Placement Warrants held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses; Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our Sponsor, in the amount of $10,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and 27 Table of Contents Repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the Private Placement Warrants held outside the trust account or from loans made to us by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Risks An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our Management Team or their respective affiliates may not be indicative of future performance of an investment in us. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our Sponsor and members of our Management Team have agreed to vote in favor of such initial business combination, regardless of how our Public Shareholders vote. In evaluating a prospective target business for our initial business combination, our Management may rely on the availability of all of the funds from the sale of the Forward Purchase Securities to be used as part of the consideration to the sellers in the initial business combination. If the sale of the Forward Purchase Securities does not close, we may lack sufficient funds to consummate our initial business combination. The ability of our Public Shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. 28 Table of Contents The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. The requirement that we consummate an initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our business combination deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. We may not be able to consummate an initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate. If we seek shareholder approval of our initial business combination, our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase Public Shares or warrants, which may influence a vote on a proposed business combination and reduce the public float of our Class A ordinary shares or public warrants. If a shareholder fails to receive notice of our offer to redeem our Public Shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss. Our securities could be delisted from trading on Nasdaq, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our Public Shareholders may receive only approximately $10.00 per Public Share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. If the net proceeds of this offering and the sale of the Private Placement Warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our Sponsor, its affiliates or members of our Management Team to fund our search and to complete our initial business combination. The other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. 29 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001827506_tourmaline_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001827506_tourmaline_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001827506_tourmaline_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001827899_crown_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001827899_crown_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..db5d57c3e82b9f760817f98fd190b1a655e3a503
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001827899_crown_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 dp145260_s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on February 2, 2021. Registration No. 333-252307 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Crown PropTech Acquisitions (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 667 Madison Avenue 12th Floor New York, NY 10065 Tel: (212) 563-6400 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Richard Chera Chief Executive Officer 667 Madison Avenue 12th Floor New York, NY 10065 Tel: (212) 563-6400 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Derek J. Dostal Pedro J. Bermeo Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Tel: (212) 450-4000 Suzanne Correy Maples and Calder P.O. Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands Tel: (345) 949-8066 Richard Alsop Harald Halbhuber Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022 Tel: (212) 848-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title Of Each Class Of Securities To Be Registered Amount To Be Registered Proposed Maximum Offering Price Per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount Of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant(2) 23,000,000 Units $10.00 $230,000,000 $25,093 Class A ordinary shares included as part of the units(3) 23,000,000 Shares — — (4) Redeemable warrants included as part of the units(3) 7,666,667 Warrants — — (4) Total $ 230,000,000 $ 25,093(5) (1)Estimated solely for the purpose of calculating the registration fee. (2)Includes 3,000,000 units, consisting of 3,000,000 Class A ordinary shares and 1,000,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3)Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions. (4)No fee pursuant to Rule 457(g). (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted SUBJECT TO COMPLETION, DATED FEBRUARY 2, 2021 PRELIMINARY PROSPECTUS Crown PropTech Acquisitions $200,000,000 20,000,000 Units Crown PropTech Acquisitions is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, subject to further conditions described elsewhere in this prospectus, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we have not completed our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Crown PropTech Sponsor, LLC, and certain funds and accounts managed by subsidiaries of BlackRock, Inc., which we collectively refer to as our anchor investor, have committed to purchase an aggregate of 4,000,000 warrants (or 4,400,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, or $6,000,000 in the aggregate (or $6,600,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our anchor investor has entered into an agreement with us that provides the anchor investor the option, but not the obligation, to purchase an aggregate of up to 30% of our Class A ordinary shares, for a purchase price of $10.00 per Class A ordinary share, in any financing transaction we may conduct in connection with our initial business combination. The anchor investor is not affiliated with us, our sponsor or any of our officers or directors. Prior to the consummation of this offering, our initial shareholders, which include our sponsor and our anchor investor, will own an aggregate of 5,750,000 Class B ordinary shares, up to 750,000 of which may be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Our anchor investor has expressed to us an interest to purchase an aggregate of approximately $15 million of units in this offering at the offering price and we have agreed to direct the underwriters to sell to the anchor investor such amount of units. Because these expressions of interest are not binding agreements or commitments to purchase, our anchor investor may determine to purchase more, fewer or no units in this offering or the underwriters may determine to sell more, fewer or no units to our anchor investor. For a discussion of certain additional arrangements with our anchor investors, see "Summary — The Offering — Expressions of Interest." Currently, there is no public market for our units, Class A ordinary shares or warrants. We have applied to list our units on the New York Stock Exchange, or NYSE, under the symbol "CPTK.U" We expect that our units will be listed on the NYSE on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus (or the immediately following business day if such 52nd day is not a business day) unless RBC Capital Markets, LLC, the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on the NYSE under the symbols "CPTK" and "CPTK WS," respectively. We are an "emerging growth company" and a "smaller reporting company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 38 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 200,000,000 Underwriting discounts and commissions(1) $0.55 11,000,000 Proceeds, before expenses, to us $9.45 189,000,000 (1)$0.20 per unit, or $4,000,000 in the aggregate (or $4,600,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $7,000,000 in the aggregate (or up to $8,050,000 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. Of such amount, at the sole discretion of our management team after consultation with RBC Capital Markets, LLC, up to $0.175 per unit, or up to $3,500,000 (or $4,025,000 if the over-allotment option is exercised in full), may be paid to a third-party advisor that is not participating in this offering that assists us in identifying or consummating our initial business combination. See also "Underwriting" for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000, or $230,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $4,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $4,600,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager RBC Capital Markets , 2021 Until , 2021 (25 days after the date of this prospectus), all dealers that buy, sell or trade our units, public warrants or Class A ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. table of contents Page Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001828096_gores_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001828096_gores_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..78e7fae1f47889589a7ea44cf82e61a76a95ad52
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001828096_gores_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: Gores Holdings VII, we, us, company or our company are to Gores Holdings VII, Inc., a Delaware corporation; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; management or our management team are to our officers and directors; sponsor are to Gores Sponsor VII LLC, a Delaware limited liability company and an affiliate of Gores; initial stockholders are to holders of our founder shares prior to this offering; The Gores Group or Gores are to The Gores Group, LLC, a Delaware limited liability company; common stock are to our Class A common stock and our Class F common stock, collectively; founder shares are to shares of our Class F common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; and equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A common stock issued in connection with our initial business combination, including but not limited to a private placement of equity or debt. Each unit consists of one share of Class A common stock and one-eighth of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least eight units, you will not be able to receive or trade a whole warrant. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED FEBRUARY 18, 2021 PRELIMINARY PROSPECTUS $400,000,000 40,000,000 Units Gores Holdings VII, Inc. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-eighth of one warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriters a 45-day option to purchase up to an additional 6,000,000 units to cover over-allotments, if any. We will provide our stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to fund our regulatory compliance requirements and other costs related thereto and/or to pay our franchise and income taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares throughout this prospectus, subject to the limitations described herein. If we are unable to complete our business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to fund our regulatory compliance requirements and other costs related thereto and/or to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Gores Sponsor VII LLC (which we refer to as our sponsor throughout this prospectus), has committed to purchase an aggregate of 3,333,333 warrants (or 3,733,333 warrants if the over-allotment option is exercised in full) at a price of $3.00 per whole warrant (approximately $10,000,000 in the aggregate, or $11,200,000 if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each whole private placement warrant is exercisable to purchase one whole share of our Class A common stock at $11.50 per share. Our initial stockholders own 11,500,000 shares of our Class F common stock (up to 1,500,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). We refer to these shares of Class F common stock as the founder shares throughout this prospectus. The shares of Class F common stock will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that any amount of additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the business combination, the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock issued and outstanding upon completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination). Prior to our initial business combination, only holders of shares of our Class F common stock will be entitled to vote on the appointment of directors. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Currently, there is no public market for our securities. We will apply to have our units listed on the Nasdaq Capital Market ( Nasdaq ), under the symbol GSEVU promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC inform us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ), containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols GSEV and GSEVW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See the section of this prospectus entitled Risk Factors beginning on page 45 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 400,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 22,000,000 Proceeds, before expenses, to Gores Holdings VII, Inc. $ 9.45 $ 378,000,000 (1) Includes $0.35 per unit, or $14,000,000 (or up to $16,100,000 if the underwriters over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, as described in this prospectus. See the section of this prospectus entitled Underwriting. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $400.0 million or $460.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit) will be deposited into a U.S.-based trust account with Computershare Trust Company, N.A. acting as trustee, and $2.0 million will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Except with respect to up to $900,000 per year of interest earned on the funds held in the trust account that may be released to us to fund our regulatory compliance requirements and other costs related thereto, plus additional amounts to pay our franchise and income tax obligations, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest to occur of (a) the completion of our initial business combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to stockholders rights or pre-initial business combination activity and (c) the redemption of all of our public shares if we are unable to complete our business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Deutsche Bank Securities Morgan Stanley , 2021 Table of Contents Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an acquisition opportunity in any business industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and manage a business that can benefit from our operational expertise, as members of our management team have done in diverse sectors, including industrials, technology, telecommunications, media and entertainment, business services, healthcare and consumer products. This operationally-oriented investment approach has served The Gores Group well since its founding in 1987. We believe that our management team is well positioned to identify operationally-oriented acquisition opportunities in the marketplace and that our contacts and transaction sources, ranging from owners and directors of private and public companies, private equity funds, investment bankers, lenders, attorneys, accountants and other trusted advisors across various sectors, will allow us to generate attractive acquisition opportunities. Our team is led by Alec Gores, our Chairman, who has more than 35 years of experience as an entrepreneur, operator and private equity investor. Over the course of his career, Mr. Gores and his team have invested in more than 120 portfolio companies through varying macroeconomic environments with a consistent, operationally-oriented investment strategy. Mr. Gores is the Founder, Chairman and Chief Executive Officer of The Gores Group, a global investment firm focused on acquiring businesses that can benefit from the firm s operating expertise. Mr. Gores implemented an operational approach to private equity investing when he founded The Gores Group in 1987 by operating businesses alongside management, or in some cases in lieu of management, to build value in those entities. Since then, the firm has acquired more than 120 businesses including a current portfolio of 8 active companies worldwide. Under Mr. Gores leadership, The Gores Group has effected a number of successful corporate carve-out acquisitions over the last two decades. The Gores Group acquired VeriFone from Hewlett-Packard Company at a time when the business was generating significant revenues, but was cash flow negative. The Gores Group implemented dramatic changes to the business, and the business was sold and subsequently went public with an operating partner from The Gores Group serving as its chief executive officer. During that same timeframe, The Gores Group acquired The Learning Company from Mattel Corporation and transformed that business which, similarly, was generating significant revenues, but was suffering from severely negative cash flow. Since then, with Mr. Gores leading the firm, The Gores Group has created significant value in numerous transactions, including the acquisitions of Global Tel*Link from Schlumberger Ltd., Stock Building Supply from Wolseley plc, Therakos from Johnson & Johnson, the electronics power systems business from TE Connectivity Ltd., Siemens Enterprise Table of Contents Communications from Siemens AG and Sagem Communications from the Safran Group, among others. Mr. Gores began his career as a self-made entrepreneur and operating executive. In 1978, he self-funded and founded Executive Business Systems (EBS), a developer and distributor of vertical business software systems. Within seven years, EBS had become a leading value-added reseller in Michigan and employed over 200 people. In 1986, CONTEL purchased EBS, and Mr. Gores subsequently began acquiring and operating non-core businesses from major corporations and building value in those entities, a decision that ultimately led to the founding of what has evolved into The Gores Group today. Under his leadership, The Gores Group has continued to acquire businesses in need of operational and financial resources, while creating value and working with management teams to establish an entrepreneurial environment as a foundation for sustainable growth. As of September 30, 2020, The Gores Group had approximately $564 million in assets under management. Together with a team of operations professionals spanning key business functional areas, as well as dedicated investment origination and mergers and acquisitions professionals, Mr. Gores developed a formula that led to numerous marquee investments and business transformations, with a strong focus on carve-out acquisitions from large corporate transaction partners, including: The Learning Company from Mattel Corporation; VeriFone from Hewlett-Packard Company; Micron PC from Micron Electronics, Inc.; Sagem Communications from the Safran Group; Stock Building Supply from Wolseley plc; The broadcast communications division from Harris Corporation; The electronics power systems business from TE Connectivity Ltd.; Elo Touch Solutions from TE Connectivity Ltd.; Therakos from Johnson & Johnson; and Brand-Rex from Honeywell International, Inc. Our team, led by Alec Gores and including Mark Stone and Andrew McBride, has in the aggregate over 80 years of combined operational, financial, investment and transactional experience involving a diverse group of businesses, and we intend to focus on industries or sectors offering operationally-oriented acquisition opportunities that can benefit from our expertise. Messrs. Gores, Stone and McBride possess complementary skills and experience encompassing all aspects of the investment process, including sourcing, due diligence, valuation, structuring, financing, negotiation, execution, strategy development, operations management and investment realization. In June 2015, Mr. Gores and Mr. Stone founded Gores Holdings, Inc. ( Gores Holdings I ), a blank check company formed for substantially similar purposes as our company. Mr. Stone served as Chief Executive Officer and Mr. McBride served as Chief Financial Officer for Gores Holdings I. Gores Holdings I completed its initial public offering in August 2015, in which it sold 37,500,000 units, each consisting of one share of Gores Holdings I common stock and one warrant to purchase one-half of one share of Gores Holdings I common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $375,000,000. Gores Holdings I Table of Contents completed its business combination with Hostess Brands, Inc. ( Hostess ) in November 2016, in which it contributed approximately $725 million to Hostess (consisting of $375 million in proceeds from the initial public offering and a simultaneous private placement, plus approximately $350 million in proceeds from an additional private placement completed at the time of the initial business combination). Hostess is one of the largest manufacturers and marketers of sweet baked goods including Twinkies , Ding Dongs , Ho Hos , Donettes and a variety of new and classic treats. Hostess s Class A common stock is traded on Nasdaq under the symbol TWNK and its warrants are traded under the symbol TWNKW. From the closing of the business combination with Hostess until April 2018, Mr. Stone served as a Director of Hostess. In August 2016, Mr. Gores and Mr. Stone founded Gores Holdings II, Inc. ( Gores Holdings II ), a blank check company formed for substantially similar purposes as our company and Gores Holdings I. Additionally, Mr. Stone served as Chief Executive Officer and Mr. McBride served as Chief Financial Officer for Gores Holdings II. Gores Holdings II completed its initial public offering in January 2017, in which it sold 40,000,000 units, each consisting of one share of Gores Holdings II common stock and one-third of one warrant to purchase one share of Gores Holdings II common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $400,000,000. Gores Holdings II completed its business combination with Verra Mobility Corporation ( Verra ) (formerly known as American Traffic Solutions, Inc.) in October 2018, in which it contributed approximately $800 million to Verra (consisting of $400 million in proceeds from the initial public offering and a simultaneous private placement, plus approximately $400 million in proceeds from an additional private placement completed at the time of the initial business combination). Verra is a global leader in smart mobility and provides traffic safety, mobility, and compliance solutions for state and local governments, commercial fleets, and rental car companies in North America. Verra s Class A common stock is traded on Nasdaq under the symbol VRRM . In October 2017, Mr. Gores and Mr. Stone founded Gores Holdings III, Inc. ( Gores Holdings III ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I and Gores Holdings II. Additionally, Mr. Stone served as Chief Executive Officer, and Mr. McBride served as the Chief Financial Officer of Gores Holdings III. Gores Holdings III completed its initial public offering in September 2018, in which it sold 40,000,000 units, each consisting of one share of Gores Holdings III common stock and one-third of one warrant to purchase one share of Gores Holdings III common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $400,000,000. Gores Holdings III completed its business combination with Platinum Equity portfolio company ( PAE ) in February 2020, in which it contributed approximately $620 million to PAE (consisting of $400 million in proceeds from the initial public offering and a simultaneous private placement, plus approximately $220 million in proceeds from an additional private placement completed at the time of the initial business combination). PAE is a leading provider of mission-critical services to the U.S. government, armed forces and international customers. PAE s common stock and warrants are traded on Nasdaq under the symbols PAE and PAEWW , respectively. In August 2018, Mr. Gores, together with Dean Metropoulos, a private investor specializing in investments in the consumer branded products industries, founded Gores Metropoulos, Inc. ( Gores Metropoulos ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II and Gores Holdings III. Gores Metropoulos completed its initial public offering in February 2019, in which it sold 40,000,000 units, each Table of Contents consisting of one share of Gores Metropoulos common stock and one-third of one warrant to purchase one share of Gores Metropoulos common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $400,000,000. Mr. McBride, our Chief Financial Officer, served as Chief Financial Officer of Gores Metropoulos. Gores Metropoulos completed its business combination with Luminar Technologies, Inc. ( Luminar ) in December 2020, in which it contributed approximately $406 million to Luminar (consisting of proceeds from the initial public offering and a simultaneous private placement). Luminar is a global leader in automotive lidar technology powering the introduction of highway autonomy. Luminar s common stock and warrants are traded on Nasdaq under the symbols LAZR and LAZRW, respectively. Mr. Gores continues to serve as a director of Luminar. In July 2019, Mr. Gores and Mr. Stone founded Gores Holdings IV, Inc. ( Gores Holdings IV ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III and Gores Metropoulos. Gores Holdings IV completed its initial public offering in January 2020, in which it sold 42,500,000 units, each consisting of one share of Gores Holdings IV common stock and one-fourth of one warrant to purchase one share of Gores Holdings IV common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $425,000,000. Gores Holdings IV completed its business combination with United Wholesale Mortgage ( UWM ) in January 2021, in which it contributed approximately $895 million to UWM (consisting of $425 million in proceeds from the initial public offering and a simultaneous private placement. UWM is a leading wholesale mortgage lender in the U.S. UWM s common stock and warrants are traded on the New York Stock Exchange under the symbols UWMC and UWMCWS , respectively. In June 2020, Mr. Gores and Mr. Stone founded Gores Holdings V, Inc. ( Gores Holdings V ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos and Gores Holdings IV. Gores Holdings V completed its initial public offering on August 10, 2020, in which it sold 52,500,000 units, each consisting of one share of Gores Holdings V common stock and one-fifth of one warrant to purchase one share of Gores Holdings V common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $525,000,000. Gores Holdings V has not yet announced or completed its initial business combination. Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings V. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Holdings V. In June 2020, Mr. Gores founded Gores Holdings VI, Inc. ( Gores Holdings VI ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV and Gores Holdings V. Gores Holdings VI completed its initial public offering in December 2020, in which it sold 34,500,000 units, each consisting of one share of Gores Holdings VI common stock and one-fifth of one warrant to purchase one share of Gores Holdings VI common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $345,000,000. On February 7, 2021, Gores Holdings VI entered into a definitive agreement to acquire Matterport, Inc. ( Matterport ), a spatial data company leading the digital transformation of the built world. Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings VI, and Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Holdings VI. The consummation of the acquisition is subject to customary conditions and is expected to close during the second quarter of 2021. Table of Contents In July 2020, Mr. Gores, together with Dean Metropoulos, founded Gores Metropoulos II, Inc. ( Gores Metropoulos II ) a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V and Gores Holdings VI. Gores Metropoulos II completed its initial public offering in January 2021, in which it sold 45,000,000 units, each consisting of one share of Gores Metropoulos II common stock and one-fifth of one warrant to purchase one share of Gores Metropoulos II common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $450,000,000. Gores Metropoulos II has not yet announced or completed its initial business combination Mr. Gores, our Chairman, serves as the Chief Executive Officer and a director of Gores Metropoulos II. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Metropoulos II In September 2020, Mr. Gores founded Gores Holdings VII, Inc. ( Gores Holdings VII ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI and Gores Metropoulos II. Gores Holdings VIII has not yet completed its initial public offering. Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings VIII. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Holdings VIII. In December 2020, Mr. Gores founded Gores Technology Partners, Inc. ( Gores Technology ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, and Gores Holdings VIII. Gores Technology has not yet completed its initial public offering. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Technology. In December 2020, Mr. Gores founded Gores Technology Partners II, Inc. ( Gores Technology II ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VIII and Gores Technology. Gores Technology II has not yet completed its initial public offering. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Technology II. Our management team s objective is to generate attractive investment returns to create value for our stockholders by applying our strategy of identifying operationally-oriented acquisition opportunities and capitalizing on the ability of our management team to acquire and manage a business that can benefit from our operational expertise. Our management team s approach is focused on industries or sectors in which we have considerable knowledge and emphasizes downside protection and the preservation of capital by opportunistically pursuing transactions where we believe we have the ability to capture asymmetric risk/reward potential. Our management team has successfully applied this acquisition philosophy over its history to source attractive private equity acquisition opportunities and to deploy capital in varying macroeconomic environments. Our management team will assess the skills, qualifications and abilities of the management team of each potential business combination target. The level and Table of Contents length of our existing management s continued active participation in our post-acquisition business will depend on the particular needs of the business acquired. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. With respect to the foregoing examples, past performance of The Gores Group and by our management team, including with respect to Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI Gores Metropoulos II, Gores Holdings VIII, Gores Technology and Gores Technology II, is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical record of The Gores Group s, or our management s or Gores Holdings I s, Gores Holdings II s, Gores Holdings III s, Gores Metropoulos , Gores Holdings IV s, Gores Holdings V s, Gores Holdings VI s, Gores Metropoulos II s, Gores Holdings VIII s, Gores Technology s or Gores Technology II s performance as indicative of our future performance. Business Strategy Our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, to build a company in an industry or sector that complements the experience of our management team and can benefit from our operational expertise. Our acquisition selection process will leverage our team s network of potential transaction sources, ranging from owners and directors of private and public companies, private equity funds, investment bankers, lenders, attorneys, accountants and other trusted advisors across various sectors. In addition, we intend to utilize the networks and industry experience of Mr. Gores and The Gores Group in seeking an initial business combination. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. This network has been developed through our management team s combined history of over 80 years of business experience, including in private equity and investment banking. We expect this network will provide our management team with a robust and consistent flow of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate the parameters for our search for any business combination target and begin the process of pursuing and reviewing potentially interesting leads. Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to Table of Contents enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies that we believe: have a defensible core business, sustainable revenues and established customer relationships; are undergoing change in capital structure, strategy, operations or growth; can benefit from our operational and strategic approach; offer a unique value proposition with transformational potential that can be substantiated during our detailed due diligence process; and have reached a transition point in their lifecycle presenting an opportunity for transformation. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. Initial Business Combination Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, ( FINRA ), or an independent accounting firm with respect to the satisfaction of such criteria. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction Table of Contents company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our business combination. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information that will be made available to us. We will also utilize our operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a target business, nor have they had any discussions regarding possible target businesses with our underwriters. All of the members of our management team are employed by certain affiliates of The Gores Group. The Gores Group is continuously made aware of potential business combination opportunities and we may pursue any business combination target that has already been considered by The Gores Group, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VIII, Gores Technology or Gores Technology II, in a different context. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with us and we will not consider a business combination with any company that has already been identified Table of Contents to The Gores Group as an acquisition candidate for it. Additionally, we have not, nor has anyone on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Specifically, all of our officers and certain of our directors have fiduciary and contractual duties to The Gores Group and certain companies it has invested in or managed, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VIII, Gores Technology and Gores Technology II. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to search for an initial business combination. Our amended and restated certificate of incorporation will contain a waiver of the corporate opportunity doctrine, which will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation. The purpose for the surrender of corporate opportunities is to allow officers, directors or other representatives with multiple business affiliations to continue to serve as an officer of our company or on our board of directors. Our officers and directors may from time to time be presented with opportunities that could benefit both another business affiliation and us. In the absence of the corporate opportunity waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the inclusion of the corporate opportunity waiver in our amended and restated certificate of incorporation provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates. However, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our initial business combination. The different timelines of competing business combinations could cause our directors and officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders best interest, which could negatively impact the timing for a business combination. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review Table of Contents any potential conflicts of interest on a case-by-case basis. In particular, affiliates of our sponsor are currently sponsoring six other blank check companies, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VIII, Gores Technology and Gores Technology II. On February 7, 2021, Gores Holdings VI entered into a definitive agreement to acquire Matterport, a spatial data company leading the digital transformation in the built world. Gores Holdings V and Gores Holdings VIII may seek to complete a business combination in any location and each is not focusing on any particular industry for business combinations. Gores Metropoulos II may seek to complete a business combination in any location and is focusing on a business combination in the consumer products and services industry. Gores Technology and Gores Technology II may seek to complete a business combination in any location and each is focusing on a business combination in the technology industry. Further, Mr. Gores, our Chairman, serves as Chief Executive Officer of Gores Metropoulos II, Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings V, Gores Holdings VI and Gores Holdings VIII, and Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer for Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VIII, Gores Technology and Gores Technology II. Any such companies, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VIII, Gores Technology and Gores Technology II, may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts with Gores Holdings V, Gores Holdings VI, Gores Holdings VIII, Gores Technology or Gores Technology II would materially affect our ability to identify and pursue initial business combination opportunities or complete our initial business combination, because (i) Gores Holdings VI has entered into a definitive agreement to acquire Matterport, (ii) our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, (iii) Ted Fike and Justin Wilson, who are not officers of Gores Holdings VII, will lead the search for a business combination target for Gores Technology and Gores Technology II and (iv) we are not limited by industry or geography in terms of the acquisition opportunities we can pursue. In addition, we do not believe that any potential conflicts with Gores Metropoulos II would materially affect our ability to identify and pursue initial business combination opportunities or complete our initial business combination because (i) Gores Metropoulos II intends to focus on acquisition opportunities in the consumer products and services industry, whereas we do not intend to limit our focus to a particular industry, (ii) Gores Metropoulos II has a different Chief Executive Officer and Chairman of the Board than Gores Holdings VIII, (iii) we expect, given the industry focus of Gores Metropoulos II, that Mr. Metropoulos will lead the search for business combination targets for Gores Metropoulos II, whereas Mr. Stone and Mr. Gores will lead such efforts for Gores Holdings VII, (iv) two of the four directors that will be on our board are not directors of Gores Metropoulos II, and three of the five directors on Gores Metropoulos II s board will not be on our board and (v) we believe the different industry focus and the different composition of our leadership will mitigate any potential conflicts of interest with respect to Gores Metropoulos II. In addition to the above, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business activities, including selecting a business combination target and monitoring the related due diligence. See Risk Factors Risks Relating to our Management Team Our officers and directors will allocate their time to other businesses thereby causing potential conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to identify and pursue initial business combination opportunities or complete our initial business combination. Table of Contents Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Further, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 24 months after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders until 180 days after the completion of our initial business combination. With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination because of their financial interest in completing an initial business combination within 24 months after the closing of this offering. As more fully discussed in Management Conflicts of Interest, if any of our directors or officers becomes aware of any business combination target that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VIII, Gores Technology or Gores Technology II, he or she may be required to present such business combination target to such entity prior to presenting such business combination target to us. Our directors and officers currently have fiduciary duties or contractual obligations that may take priority over their duties to us. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012, (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. Table of Contents We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our common stock held by non-affiliates does not equal or exceed $250.0 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our common stock held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Our executive offices are located at 6260 Lookout Road, Boulder, Colorado 80301 and our telephone number is (303) 531-3100. Table of Contents The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Securities offered 40,000,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-eighth of one warrant. Nasdaq symbols Units: GSEVU Class A Common Stock: GSEV Warrants: GSEVW Trading commencement and separation of Class A common stock and warrants The units will begin trading promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least eight units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of Table of Contents this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place two business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 40,000,000(1) Common stock: Number outstanding before this offering 11,500,000 shares of Class F common stock(2)(3) Number outstanding after this offering 50,000,000 shares of Class A common stock and Class F common stock(1)(3) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 3,333,333(1) Number of warrants to be outstanding after this offering and the private placement 8,333,333(1) Exercisability Each whole warrant is exercisable to purchase one share of our Class A common stock and only whole warrants are exercisable. (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 1,500,000 founder shares. As discussed under Founder shares below, for our sponsor to maintain ownership of 20% of the outstanding shares following completion of this offering, if the over-allotment option is not exercised by the underwriters, our sponsor would be required to forfeit 1,500,000 shares. (2) Includes up to 1,500,000 shares that are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. (3) The shares of common stock included in the units are Class A common stock. Founder shares are classified as shares of Class F common stock, which shares are convertible into shares of our Class A common stock on a one- for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Table of Contents Exercise price $11.50 per share, subject to adjustment as described herein. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, or 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use commercially reasonable efforts to file and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided, that if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; Table of Contents upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last sale price of our Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for Class A common stock Commencing ninety days after the warrants become exercisable we may redeem the outstanding warrants: in whole and not in part; at a price equal to a number of shares of Class A common stock to be determined by reference to the table set forth under Description of Securities Warrants Public Stockholders Warrants based on the redemption date and the fair market value of our Class A common stock except as otherwise described in Description of Securities Warrants Public Stockholders Warrants ; if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding public warrants, as described above; upon a minimum of 30 days prior written notice of redemption; if, and only if, there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given; and Table of Contents if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. The fair market value of our Class A common stock shall mean the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption of the warrants. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Stockholders Warrants for additional information. Cashless Exercise If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section of this prospectus entitled Description of Securities Warrants Public Stockholders Warrants for additional information. Table of Contents Except as set forth herein, none of the private placement warrants will be redeemable by us so long as they are held by the sponsor or its permitted transferees. Founder shares On January 4, 2021, our sponsor purchased 11,500,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.002 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering. As such, our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). Prior to the completion of this offering, our sponsor will transfer 25,000 founder shares to each of our independent director nominees at their original purchase price. Up to 1,500,000 founder shares will be subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised so that our initial stockholders will maintain ownership of 20% of our common stock after this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are shares of Class F common stock that automatically convert into shares of our Class A common stock at the time of our initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination; provided, however, that with respect to the election of directors in connection with a meeting of our stockholders in which a business combination is submitted to our stockholders for approval, holders of our Class A common stock and holders of our Class F common stock, voting together as a single class, will have the exclusive right to vote for the election of directors; and, prior to our initial business combination, holders of a majority of founder shares may remove a member of the board of directors for any reason; Table of Contents the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our business combination within the prescribed time frame. If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. Our initial stockholders have agreed to vote any founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 15,000,001 or approximately 37.5%, of the 40,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised); and the founder shares are subject to registration rights. Transfer restrictions on founder shares With certain limited exceptions, our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until 180 days after the completion of our initial business combination. We refer to such transfer restriction throughout this prospectus as the lock-up. Founder shares conversion and anti-dilution rights The shares of Class F common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that any amount of additional shares of Class A common stock, or equity-linked securities, are issued or Table of Contents deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted in connection with financing or consummating the business combination or for anti-dilution purposes (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination). Holders of founder shares may also elect to convert their shares of Class F common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors; provided, however, that with respect to the election of directors in connection with a meeting of our stockholders in which a business combination is submitted to our stockholders for approval, holders of our Class A common stock and holders of our Class F common stock, voting together as a single class, will have the exclusive right to vote for the election of directors. Other than pursuant to the proviso in the preceding sentence, holders of the Class A common stock will not be entitled to vote on the election of directors prior to the consummation of the initial business combination. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by approval of a majority of our Class F common stock then outstanding. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. In Table of Contents connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial business combination Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 3,333,333 private placement warrants (or 3,733,333 if the over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a price of $3.00 per whole warrant (approximately $10,000,000 in the aggregate or $11,200,000 in the aggregate if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each whole private placement warrant is exercisable for one whole share of our Class A common stock at $11.50 per share. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $400.0 million (or $460.0 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable (except as set forth under Description of Securities Warrants Public Stockholders Warrants Redemption of warrants for Class A common stock ) and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial Table of Contents business combination (except as described under the section of this prospectus entitled Principal Stockholders Restrictions on Transfers of Founder Shares and Private Placement Warrants ). Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. Proceeds to be held in trust account The rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds of this offering and the sale of the private placement warrants, $400,000,000, or $10.00 per unit ($460,000,000, or $10.00 per unit, if the underwriters over-allotment option is exercised in full) will be placed into a U.S.-based trust account with Computershare Trust Company, N.A. acting as trustee. These proceeds include $14,000,000 (or $16,100,000 if the underwriters over- Table of Contents allotment option is exercised in full) in deferred underwriting commissions. Except with respect to up to $900,000 per year of interest earned on the funds held in the trust account that may be released to us to fund our regulatory compliance requirements and other costs related thereto (a Regulatory Withdrawal ), plus additional amounts to pay our franchise and income tax obligations, if any, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (a) the completion of our initial business combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to stockholders rights or pre-initial business combination activity and (c) the redemption of our public shares if we are unable to complete our business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Except as described above with respect to the funding of our Regulatory Withdrawals and the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. Based upon assumed interest rates, we expect the trust account to generate approximately $800,000 of interest annually. Except as described above, unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $570,000 in working capital after the payment of approximately $1,430,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim Table of Contents on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target Table of Contents businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Permitted purchases of public shares by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination where otherwise permissible under applicable laws, rules and regulations. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including up to $900,000 per year of interest earned on the funds held in the trust account and not previously released to us to fund our Regulatory Withdrawals and/or to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include Table of Contents the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our business combination or otherwise. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Table of Contents Upon the public announcement of our business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, stockholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will Table of Contents have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need 15,000,001 or approximately 37.5%, of the 40,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised). We intend to give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed business combination is not approved and we continue to search for a target company, we will promptly return any certificates delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event Table of Contents the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our business combination. Table of Contents Redemption rights in connection with proposed amendments to our amended and restated certificate of incorporation Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law (the DGCL ), or applicable stock exchange rules. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation and/ or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, executive officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that would affect (i) the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) any other provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our initial stockholders have entered into letter agreements with us pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination. Table of Contents Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers and directors have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to fund our Regulatory Withdrawals and/or to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the Table of Contents requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination within the 24-month time period. Our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our initial stockholders acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Payments to insiders There will be no restrictions on payments made to insiders. We expect that some or all of the following payments will be made to our sponsor, officers or directors, or our or their affiliates: Repayment of up to an aggregate of $450,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to an affiliate of our sponsor of $20,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support; Reimbursement of legal fees and expenses incurred by our sponsor, officers or directors in connection with our formation, the initial business combination and their services to us; Payment of fees and reimbursement of out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business Table of Contents combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $3.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. However, no such payments will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest The Gores Group manages several investment vehicles. Funds managed by Gores or its affiliates may compete with us for acquisition opportunities. If these funds decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Gores, including by Mr. Gores, may be suitable for both us and for a current or future Gores fund and may be directed to such investment vehicle rather than to us. Neither Gores nor members of our management team who are also employed by certain affiliates of The Gores Group have any obligation to present us with any business combination target of which they become aware, unless presented to such member solely in his or her capacity as an officer of the company. Gores and/or our management, in their capacities as officers or managing directors of Gores or in their other endeavors, may be required to present such business combination target to the related entities described above, current or future Gores investment vehicles, or third parties, before they present such business combination target to us. The Gores Group does not have any present intention to invest in new Table of Contents portfolio companies, and therefore we do not expect conflicts of interest with respect to The Gores Group. Further, any potential investment by The Gores Group would be significantly smaller than the companies that we would consider for potential business combinations, and therefore it is likely that any investment by The Gores Group would not be suitable for us, and that any investment by us would not be suitable for The Gores Group. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Specifically, all of our officers and certain of our directors have fiduciary and contractual duties to The Gores Group and certain companies it has invested in or managed, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VIII, Gores Technology and Gores Technology II. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to search for an initial business combination. Our amended and restated certificate of incorporation will contain a waiver of the corporate opportunity doctrine, which will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation. The purpose for the surrender of corporate opportunities is to allow officers, directors or other representatives with multiple business affiliations to continue to serve as an officer of our company or on our board of directors. Our officers and directors may from time to time be presented with opportunities that could benefit both another business affiliation and us. In the absence of the corporate opportunity waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from Table of Contents having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the corporate opportunity waiver in our amended and restated certificate of incorporation provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates. However, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our initial business combination. The different timelines of competing business combinations could cause our directors and officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders best interest, which could negatively impact the timing for a business combination. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. In particular, affiliates of our sponsor are currently sponsoring six other blank check companies, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VIII, Gores Technology and Gores Technology II. On February 7, 2021, Gores Holdings VI entered into a definitive agreement to acquire Matterport, a spatial data company leading the digital transformation in the built world. Gores Holdings V and Gores Holdings VIII may seek to complete a business combination in any location and each is not focusing on any particular industry for business combinations. Gores Metropoulos II may seek to complete a business combination in any location and is focusing on a business combination in the consumer products and services industry. Gores Technology and Gores Technology II may seek to complete a business Table of Contents combination in any location and each is focusing on a business combination in the technology industry. Further, Mr. Gores, our Chairman, serves as Chief Executive Officer of Gores Metropoulos II, Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings V, and Gores Holdings VIII, and Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer for Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VIII, Gores Technology and Gores Technology II. Any such companies, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VIII, Gores Technology and Gores Technology II, may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts with Gores Holdings V, Gores Holdings VI, Gores Holdings VIII, Gores Technology or Gores Technology II would materially affect our ability to identify and pursue initial business combination opportunities or complete our initial business combination, because(i) Gores Holdings VI has entered into a definitive agreement to acquire Matterport, (ii) our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, (iii) Ted Fike and Justin Wilson, who are not officers of Gores Holdings VII, will lead the search for a business combination target for Gores Technology and Gores Technology II and (iv) we are not limited by industry or geography in terms of the acquisition opportunities we can pursue. In addition, we do not believe that any potential conflicts with Gores Metropoulos II would materially affect our ability to identify and pursue initial business combination opportunities or complete our initial business combination because (i) Gores Metropoulos II intends to focus on acquisition opportunities in the consumer products and services industry, whereas we do not intend to limit our focus to a particular industry, (ii) Gores Metropoulos II has a different Chief Executive Officer and Chairman of the Board than Gores Holdings VIII, (iii) we expect, given the industry focus of Gores Metropoulos II, that Mr. Metropoulos will lead the search for business combination targets for Gores Metropoulos II, whereas Mr. Stone and Mr. Gores will lead such efforts for Gores Holdings VII, (iv) two of the four directors that will be on our board are not directors of Gores Metropoulos II, and three of the five directors on Gores Metropoulos II s board will not be on our board and (v) we believe the different industry focus and the different composition of our leadership will mitigate any potential conflicts of interest with respect to Gores Metropoulos II. Table of Contents In addition to the above, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business activities, including selecting a business combination target and monitoring the related due diligence. See Risk Factors Our officers and directors will allocate their time to other businesses thereby causing potential conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to identify and pursue initial business combination opportunities or complete our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Further, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 24 months after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders until 180 days after the completion of our initial business combination. With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination because of their financial interest in completing an initial business combination within 24 months after the closing of this offering. As more fully discussed in Management Conflicts of Interest, if any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing Table of Contents fiduciary or contractual obligations, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VIII, Gores Technology, or Gores Technology II, he or she may be required to present such business combination target to such entity prior to presenting such business combination target to us. Our directors and officers currently have fiduciary duties or contractual obligations that may take priority over their duties to us. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent public accountants) for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the $900,000 per year of interest which may be withdrawn to fund our Regulatory Withdrawals, plus additional amounts released to us to pay our franchise and income tax obligations. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification obligations. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Table of Contents Risks We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see the section of this prospectus entitled Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Summary of Risk Factors An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment: We are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by Gores, including our management team, and other businesses associated with our management team may not be indicative of future performance of an investment in the Company. Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. If we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination. If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed business combination and reduce the public float of our Class A common stock. You will not be entitled to protections normally afforded to investors of many other blank check companies. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss. Table of Contents If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 24 months, we may be unable to complete our initial business combination, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus ( COVID-19 ) outbreak and the status of debt and equity markets. The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view. We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest. Since our sponsor, officers and directors will lose their entire investment in us if our business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. Our initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support. Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. The other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. Table of Contents Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. January 4, 2021 Actual As Adjusted(1) Balance Sheet Data Working capital $ 3,991 $ 386,573,991 Total assets $ 447,892 $ 400,573,991 Total liabilities $ 443,901 $ 14,000,000 Value of Class A common stock that may be redeemed in connection with our initial business combination ($10.00 per share) 381,573,990 Stockholder s equity $ 3,991 $ 5,000,001 (1) The as adjusted information gives effect to the sale of the units we are offering and the sale of the private placement warrants, including the application of the related gross proceeds and the payment of the estimated remaining costs from such sale and the repayment of the accrued and other liabilities required to be repaid. If no business combination is completed within 24 months from the closing of this offering, the proceeds then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to fund our Regulatory Withdrawals and/or to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within such 24 month time period. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001828109_reinvent_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001828109_reinvent_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..00ac2fb068216c7690f7d44b17af68c62b266827
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001828109_reinvent_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to our second amended and restated memorandum and articles of association to be in effect upon completion of this offering; co-founders are to Reid Hoffman, Mark Pincus and Michael Thompson; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; directors are to our current directors and our director nominees named in this prospectus; founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and our Class A ordinary shares that will be issued upon the conversion thereof as provided herein; initial shareholders are to our sponsor and the other holders of our founder shares prior to this offering (if any); letter agreement are to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our co-founders and our other directors and officers; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement shares are to the Class A ordinary shares that our sponsor has committed to purchase in a private placement that will close simultaneously with the closing of this offering; public shareholders are to the holders of our public shares, including our sponsor, directors and officers to the extent our sponsor, directors or officers purchase public shares, provided their status as a public shareholder shall only exist with respect to such public shares; public shares are to our Class A ordinary shares to be sold in this offering (whether they are purchased in this offering or thereafter in the open market); Reinvent Capital are to Reinvent Capital LLC and, where applicable, its affiliates; sponsor or Reinvent Sponsor X are to Reinvent Sponsor X LLC, a Cayman Islands limited liability company; and we, us, our or our company are to Reinvent Technology Partners X, a Cayman Islands exempted company. All references in this prospectus to shares of the company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. All references to the conversion of our Class B ordinary shares shall take effect as a redemption of such Class B ordinary shares and issuance of the corresponding Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus shall take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture by our sponsor of 825,000 founder shares. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS (Subject to Completion) Dated May 26, 2021 $220,000,000 Reinvent Technology Partners X 22,000,000 Class A Ordinary Shares Reinvent Technology Partners X is a newly incorporated blank check company, incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our Class A ordinary shares, par value $0.0001 per share, which we refer to as our public shares, at an initial public offering price per share of $10.00. We have also granted the underwriters a 45-day option to purchase up to an additional 3,300,000 public shares to cover over-allotments, if any. Unlike other initial public offerings of special purpose acquisition companies ( SPAC IPOs ), investors in this offering will not receive warrants that would become exercisable following completion of our initial business combination. We are not offering warrants in connection with this initial public offering of our Class A ordinary shares, and no warrants will be purchased by our sponsor in a private offering prior to the completion of this offering. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations and as further described herein. If we have not completed our initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares, subject to applicable law and as further described herein. Our sponsor, Reinvent Sponsor X LLC, has committed to purchase an aggregate of 665,000 Class A ordinary shares (or up to 731,000 Class A ordinary shares depending on the extent to which the underwriters over-allotment option is exercised) at a price of $10.00 per share in a private placement that will close simultaneously with the closing of this offering. The private placement shares are identical to the public shares, subject to certain limited exceptions as described in this prospectus. Our initial shareholders currently hold 6,325,000 Class B ordinary shares, up to 825,000 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares, on a one-for-one basis, subject to adjustment, as provided herein. Prior to our initial business combination, holders of the Class B ordinary shares will have the right to appoint all of our directors and may remove members of the board of directors for any reason. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Prior to this offering, there has been no public market for our Class A ordinary shares. We intend to apply to list our Class A ordinary shares on The Nasdaq Capital Market ( Nasdaq ) under the symbol RTPX on or promptly after the date of this prospectus. We cannot guarantee that our Class A ordinary shares will be approved for listing on Nasdaq. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See Risk Factors beginning on page 34. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, Before Expenses, to Us Per Share $ 10.00 $ 0.55 $ 9.45 Total $ 220,000,000 $ 12,100,000 $ 207,900,000 (1) Includes $0.35 per share, or $7,700,000 (or up to $8,855,000 depending on the extent to which the underwriters over-allotment option is exercised) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account as described herein. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See Underwriting for a description of compensation payable to the underwriters. The underwriter is offering the shares for sale on a firm commitment basis. Delivery of the shares will be made on or about , 2021. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No invitation or offer, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities. Sole Book-Running Manager MORGAN STANLEY The date of this prospectus is , 2021. Table of Contents Summary Our co-founders, Reid Hoffman, Mark Pincus, and Michael Thompson, have established Reinvent Technology Partners X, a newly formed blank check company, to partner with a technology business to innovate and achieve entrepreneurship at scale by leveraging their operating expertise as founders of iconic technology companies, their experience building companies as advisors and board members, and the capital raised in this offering. Following the business combination, Mr. Hoffman, Mr. Pincus, and Mr. Thompson seek to serve as long-term partners with the Chief Executive Officer and management team of the newly combined company to grow the business as a public company and build an industry leader. Mr. Hoffman, Mr. Pincus, and Mr. Thompson are business builders who believe that companies operating at scale benefit from continued entrepreneurship. Entrepreneurship at scale requires leaders and their boards of directors to think bigger, act more boldly, and pursue continuous reinvention. Members of our team have a long history of supporting world-class Chief Executive Officers and management teams as they act as entrepreneurs at scale. Mr. Hoffman, Mr. Pincus, and Mr. Thompson have been proactive advisors and board room partners to companies that grow through invention and reinvention cycles, which we believe will create meaningful value for investors over the long term. Members of our team have themselves been serial entrepreneurs at scale. They believe reinvention cycles are the growth engines of all successful technology companies, even if it may not appear so from the outside. Companies that they have founded or invested in have undergone many reinventions. Through their experiences building and operating companies, they know there are challenges when pursuing invention and reinvention cycles once a company achieves scale, especially after going public. There are pressures on the Chief Executive Officer and management team to deliver short-term financial performance and satisfy investors and other stakeholders. Once companies have achieved scale, they often need to invent and reinvent to find their next avenues of growth without losing focus on their existing core businesses. Having gone through this journey multiple times, members of our team understand the value of a trusted alliance focused on continued entrepreneurship at scale. We believe we are the ideal partner to take a company through that journey. Members of our team also have a strong track record of identifying emerging industries that are being invented and markets that are being reinvented. Mr. Hoffman and Mr. Pincus collaborated during the early stages of social media development. They partnered to purchase the Six Degrees patent, a patent fundamental to the development of the social networking industry, in order to ensure that no one firm impeded innovation. They started two of the earliest social networks, led the seed round in Friendster, and were among the first investors in Facebook. Mr. Hoffman pioneered the professional network with LinkedIn, and he previously co-founded and served on the management team of PayPal, one of the earliest online payments providers to achieve scale, enabling the burgeoning ecommerce industry. Mr. Pincus pioneered the social gaming industry with Zynga. Today, Mr. Hoffman is an expert in social networks, online marketplaces, emerging technologies, like artificial intelligence and autonomous driving, and reinventing industries. Mr. Pincus is an expert in building and growing consumer products through data-driven product management and live operations. Our team s combined experience, far-reaching networks, and long-standing relationships will provide valuable access to the highest quality technology companies and will produce unique insights and opportunities for growth and value creation. Our management team is also well positioned to identify and execute a business combination as a preferred partner to a high-quality technology company. We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive Table of Contents discussions, directly or indirectly, with any business combination target with respect to a business combination with us. Our Operating Experience Mr. Hoffman and Mr. Pincus are accomplished technology entrepreneurs and operators who have built and scaled category-leading public companies and driven multiple inventions and reinventions. Mr. Hoffman created LinkedIn in 2002 with founding team members from two of Mr. Hoffman s previous companies, PayPal and Socialnet.com; one year later, it went live. As one of the first mainstream online social networks, LinkedIn was founded with the mission to connect the world s professionals to make them more productive and successful. From the company s early days, transformation and reinvention have been cornerstones of its culture. In 2004, LinkedIn recognized the importance of communities and introduced Groups, making key innovations in how to upload a user s email contacts. In 2005, LinkedIn shifted towards the enterprise with its launch of Jobs and Premium Subscriptions, reinventing itself as a personal, professional customer relationship management tool. In 2009, when Mr. Hoffman recruited the company s new Chief Executive Officer, Mr. Hoffman transitioned to the role of LinkedIn s Executive Chairman. In this capacity, Mr. Hoffman partnered closely with LinkedIn s new Chief Executive Officer on product vision, strategy, and corporate and business development, including LinkedIn s entry into China. This period was marked by rapid growth, as LinkedIn s Chief Executive Officer, whom Mr. Hoffman regularly refers to as a late-stage co-founder, took the company through another reinvention cycle, building out its Marketing Solutions business, developing the Influencer Program and materially redesigning the user experience. Subsequently, LinkedIn underwent yet another reinvention as it evolved into the daily publishing platform for both individuals and enterprises that it functions as today. In 2016, Microsoft acquired LinkedIn. Today, with more than 300 million monthly active users, 40 percent of whom use the site on a daily basis, LinkedIn is fulfilling Mr. Hoffman s founding vision of connecting the world s professionals. Mr. Hoffman continues his support of LinkedIn s business as a member of Microsoft s Board. Prior to LinkedIn, Mr. Hoffman was a member of the founding team, a Board member, and later, Chief Operating Officer and Executive Vice President of PayPal, the pioneering online payments company. As one of the first internet-era companies to understand the importance of scaling user growth, PayPal helped establish a template for how companies should operate in a world where rapid product development cycles, global competition, and global business opportunities were suddenly the norm, even for small start-ups. As PayPal s Chief Operating Officer and Executive Vice President, Mr. Hoffman helped develop and manage PayPal s many critical relationships with banks, credit card companies, and regulators, while PayPal created unprecedented ways to engage in commerce on the internet. In particular, Mr. Hoffman s efforts to persuade eBay to collaborate with PayPal instead of against it were instrumental in the growth and success of both companies and ultimately culminated in eBay s acquisition of PayPal for $1.5 billion in 2001. Mr. Pincus founded Zynga in 2007 with a mission of connecting the world through games. Through social games, Zynga brought gaming to the mass market. Zynga was one of the first companies outside of Asia to sell virtual goods in mass-market games, defining a new model of games that are operated as a live service. Mr. Pincus saw opportunity in reaching audiences that were traditionally overlooked by games companies. Zynga became renowned for building social games that allowed players to deepen their relationships with friends and family. Mr. Pincus developed an approach to product management for games that enabled Zynga to grow rapidly on the Facebook platform while retaining and engaging millions of players around the world. By the time Zynga Table of Contents went public in 2011, it had numerous hit games including FarmVille, CityVille, Zynga Poker, and Words With Friends, which combined had nearly 230 million monthly active users. Mr. Pincus returned to Zynga as Chief Executive Officer in 2015 to lead its turnaround and reinvention as a mobile-first games company. He rebuilt the company s product management discipline, restructured game studios globally, and streamlined operations, ultimately returning the company to growth with a renewed focus on quality and innovation. He recruited a longtime games executive to become a Director and later Chief Executive Officer. As Executive Chairman and later Chairman, Mr. Pincus has partnered with Zynga s Chief Executive Officer to develop and grow Zynga s forever franchises and pursue the company s successful mergers and acquisitions strategy. By 2019, Zynga was one of the fastest growing mobile games companies in the world and one of the largest mobile games publishers. As of July 31, 2020, Zynga had a market capitalization of more than $10 billion and has entertained more than 1 billion players. Prior to founding Zynga, Mr. Pincus founded several other companies. Freeloader was an early pioneer of push notification technology that was acquired by Individual, Inc. for $38 million eight months after its founding. Support.com pioneered self-healing software technology to automate help desks for large corporations and internet service providers. It went public in 2000 and was one of the first enterprise software companies to go to market with a subscription-based model. Tribe.net was one of the earliest social networks and combined local listings with communities. Its technology was acquired by Cisco Systems. Our Investing, Advising, and Board Experience Members of our management team have extensive experience as investors in, advisors to, and board members of companies at various stages of their journeys. They have worked with Chief Executive Officers, founders, and boards as long-term partners to help them build out and execute their visions, invest for long-term growth, and drive shareholder value. Mr. Hoffman has been a board member of and advisor to some of the most well-known technology companies in Silicon Valley and elsewhere. Mr. Hoffman has partnered as an early investor and board member with companies such as Airbnb, Aurora, Convoy, OpenAI, and Zynga as they have grown from small start-ups to scaled technology companies. Mr. Hoffman served as Executive Chairman of the Board of LinkedIn prior to its initial public offering and until its acquisition by Microsoft in 2016. Following that transaction, he became a member of the Board of Microsoft. Mr. Hoffman also served on the Board of Zynga for six years. Mr. Pincus has been Chairman of the Board of Zynga since he founded the company in 2007. Mr. Hoffman and Mr. Pincus have invested in numerous companies together over nearly two decades. They were among the first investors in Facebook and early investors in Twitter and Airbnb. Both also have pursued their shared intellectual interest in the games industry through an investment in Epic Games. Mr. Pincus also has invested in Niantic. Mr. Hoffman s and Mr. Pincus s history as investors and advisors to some of the top technology companies across all stages of their development makes us a unique and differentiated partner to a potential business combination target. Mr. Thompson brings significant investment and financial expertise across private and public capital markets. Mr. Thompson co-founded and served as Managing Member and Portfolio Manager for BHR Capital, which managed as much as $1.9 billion of special situations funds from 2009-2016. Mr. Thompson played an active role in several of BHR Capital s portfolio companies, where he developed operating and financing strategies alongside management. Mr. Thompson has also worked closely with the management teams of several public companies. His investment firm invested in and took an active role on the ad hoc junior creditors committee during the Six Flags Table of Contents bankruptcy process in 2009 and 2010. He and other members of the ad hoc committee raised the financing necessary to enable Six Flags to emerge from bankruptcy and subsequently selected the members of the new board, who in turn brought in a new management team. Mr. Thompson and the other large investors served as protagonists throughout this financial restructuring process and in the years that followed, shaping and supporting the operational reinvention that ultimately resulted in substantial value creation for Six Flags equity holders. Mr. Thompson also worked in collaboration with the management of Gramercy Property Trust to structure and execute a PIPE investment which enabled the company to resolve issues related to their pre-existing capital structure. This investment set the stage for the company to grow from approximately $350 million of enterprise value in 2013 to its ultimate sale to The Blackstone Group in October 2018 for $7.6 billion. Mr. Thompson has also worked deeply with private companies at various stages of development. He is an active investor in many early stage companies including all.health, Forward Health, LeafLink, Redesign Health, Shift5, Immunebridge, Vault Health, Whisper, and others. Over the last 20 years, Mr. Thompson has developed a large network of public and private investors, bankers, advisors, and entrepreneurs, who will aid us in sourcing, evaluating, and financing a business combination. Not all of the companies in which our team has invested have achieved the same level of value creation. Past performance by any member or members of our management team, any of their respective affiliates, including Reinvent Technology Partners ( RTP ), Reinvent Technology Partners Z ( RTPZ ), or Reinvent Technology Partners Y ( RTPY and, collectively with RTP and RTPZ, the Existing Reinvent SPACs ), or Reinvent Capital, is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business combination or (2) of success with respect to any business combination we may consummate. You should not rely on the historical record of any member or members of our management team, any of their respective affiliates, including the Existing Reinvent SPACs, or Reinvent Capital or any of the foregoing s related investment s performance, as indicative of the future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. Our Team Our management team will be led by our co-founders: Mr. Hoffman and Mr. Pincus, our board observers; and Mr. Thompson, our Chief Executive Officer, Chief Financial Officer and a director. Mr. Hoffman and Mr. Pincus have partnered with each other since they met in 2002. Their shared intellectual interests have led to a collaboration over nearly two decades. Mr. Pincus and Mr. Thompson began investing together in 2017 and explored creating a management firm that focuses on partnering with companies to pursue entrepreneurship at scale. In 2018, Mr. Hoffman, Mr. Pincus, and Mr. Thompson co-founded that management company, Reinvent Capital. In July 2020, Mr. Hoffman, Mr. Pincus, and Mr. Thompson founded RTP, a blank check company incorporated for the purposes of effecting a business combination. RTP completed its initial public offering in September 2020, in which it sold 69,000,000 units for an offering price of $10.00 per unit generating aggregate proceeds of $690,000,000. RTP s units, Class A ordinary shares and warrants currently trade on the New York Stock Exchange (the NYSE ) under the symbols RTP.U, RTP and RTP WS, respectively. RTP intends to focus its search for a target business operating in the consumer internet, mobile gaming, or broader technology sectors. Mr. Hoffman and Mr. Pincus are the Co-Lead Directors of RTP, Mr. Thompson is the Chief Executive Officer and Chief Financial Officer and a director of RTP, and David Cohen, our Secretary, is the Secretary of RTP, and each of the foregoing owe fiduciary duties under Cayman Islands law to RTP. RTP has not yet consummated its business combination. However, on February 24, 2021, RTP announced that it had entered into Table of Contents a definitive agreement with Joby Aero, Inc. ( Joby ). This transaction is subject to approval of RTP s shareholders and other customary closing conditions. In October 2020, Mr. Hoffman, Mr. Pincus, and Mr. Thompson founded RTPZ, a blank check company incorporated for the purposes of effecting a business combination. RTPZ completed its initial public offering in November 2020, in which it sold 23,000,000 units for an offering price of $10.00 per unit, generating aggregate proceeds of $230,000,000. RTPZ s units, Class A ordinary shares and warrants currently trade on the NYSE under the symbols RTPZ.U, RTPZ and RTPZ WS, respectively. RTPZ also intends to focus its search for a target business operating in the consumer internet, mobile gaming, or broader technology sectors. Mr. Hoffman and Mr. Pincus are the Co-Lead Directors of RTPZ, Mr. Thompson is the Chief Executive Officer and Chief Financial Officer and a director of RTPZ, and Mr. Cohen is the Secretary of RTPZ, and each of the foregoing owe fiduciary duties under Cayman Islands law to RTPZ. RTPZ has not yet consummated its business combination. However, on March 4, 2021, RTPZ announced that it had entered into a definitive agreement with Hippo Enterprises Inc. ( Hippo ). This transaction is subject to approval of RTPZ s shareholders and other customary closing conditions. In October 2020, Mr. Hoffman, Mr. Pincus, and Mr. Thompson also formed RTPY, a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting its own initial business combination. RTPY completed its initial public offering in March 2021, in which it sold 97,750,000 units for an offering price of $10.00 per unit, generating aggregate proceeds of $977,500,000. RTPY s units currently trade on the Nasdaq under the symbol RTPYU. RTPY also intends to focus its search for a target business operating in the consumer internet, mobile gaming, or broader technology sectors. Mr. Pincus is a director of RTPY, Mr. Thompson is the Chief Executive Officer and Chief Financial Officer and a director of RTPY, and Mr. Cohen is the Secretary of RTPY, and each of the foregoing owes fiduciary duties under Cayman Islands law to RTPY. Mr. Hoffman is a board observer of RTPY. Reid Hoffman Reid Hoffman, our co-founder, will serve as one of our board observers. He also is a co-founding member of Reinvent Capital. Mr. Hoffman is an accomplished entrepreneur and investor. He co-founded LinkedIn, served as its founding Chief Executive Officer, and served as its Executive Chairman until the company s acquisition by Microsoft for $26.2 billion. Early in his career, he was Chief Operating Officer and Executive Vice President and served on the founding Board of Directors of PayPal. Mr. Hoffman is a Partner at Greylock, a leading Silicon Valley venture capital firm, where he focuses on investing in technology products that can reach hundreds of millions of people. Mr. Hoffman currently serves as Co-Lead Director of RTP and RTPZ and as a board observer of RTPY. He also serves on Microsoft s Board and as a director or observer for a number of private companies including Apollo Fusion, Aurora, Blockstream, Coda, Convoy, Entrepreneur First, Nauto, Neeva, and Xapo. Additionally, Mr. Hoffman also serves on ten not-for-profit boards, including OpenAI, Kiva, Endeavor, CZI Biohub, Berggruen Institute, Research Bridge Partners, Lever for Change, New America, Do Something, and Opportunity @ Work. Mr. Hoffman also serves on the Visiting Committee of the MIT Media Lab. Over the years, Mr. Hoffman has made early investments in over 100 technology companies, including companies such as Facebook, Ironport, and Zynga. He is the co-author of Blitzscaling: The Lightning-Fast Path to Building Massively Valuable Companies and two New York Times best-selling books: The Start-up of You and The Alliance. He also hosts the podcast Masters of Scale. Mr. Hoffman has built an intellectual practice around entrepreneurship at scale. Through this, and his decade-long track record as a partner at Greylock, Mr. Hoffman has built a depth of experience and network connectivity across many diverse areas of the technology industry, including marketplaces, social networks, ecommerce, payments, artificial intelligence, autonomous vehicle technology, and transportation and logistics. Mr. Hoffman s network and expertise also expand geographically into networks of technology entrepreneurship across Asia, Europe, and Latin America. Table of Contents Mark Pincus Mark Pincus, our co-founder, will serve as one of our board observers. He is also a co-founding member of Reinvent Capital. Mr. Pincus is an accomplished entrepreneur and investor. He founded several internet companies including Zynga, which pioneered social games to help establish gaming as a mass-market activity. Mr. Pincus currently serves as Co-Lead Director of RTP and RTPZ and as a director of RTPY. He is the Chairman of Zynga s Board and previously served as Zynga s Executive Chairman and twice as its Chief Executive Officer, including when he returned in 2015 to lead its turnaround and reinvention as a mobile-first games company. Before Zynga, Mr. Pincus founded tribe.net, one of the earliest online social networks whose technology was acquired by Cisco Systems. He also founded Support.com, a provider of help desk service and support automation software, one of the first enterprise software companies to go to market with a subscription-based model. Support.com went public in 2001. Mr. Pincus also founded FreeLoader, Inc., a web-based, push technology news company, which was acquired by Individual, Inc. Mr. Pincus has made numerous investments in many internet, media, and software companies, including Facebook, Twitter, Airbnb, Snap, Epic Games, Xiaomi, JD.com, and Niantic. He is also an active angel investor in technology startups. Mr. Pincus has prioritized social impact in his personal and professional life. Zynga was one of the first companies to use in-game virtual goods to allow players to contribute directly to disaster relief and other nonprofit efforts. Mr. Pincus was appointed by President Barack Obama to the Board of the Presidio Trust, a federal agency that operates the Presidio as part of the Golden Gate Recreation Area. He also regularly lectures to aspiring entrepreneurs at colleges and universities, including Stanford Graduate School of Business, Harvard Business School, and The Wharton School of the University of Pennsylvania. Mr. Pincus has built an intellectual practice around product management. He was an early pioneer in reimagining product management for consumer internet products, notably the use of rapid testing and experimentation to inform design decisions in all stages of product development. He also developed a product roadmapping process that tracks engineering resources to expected outcomes. Mr. Pincus was among the first to bring these lessons to games, spawning an always-on, product-as-a-service operating model that empowers product teams to react in real time to user behavior by deploying product updates. In addition, Mr. Pincus co-created the Stanford Graduate School of Business course on Product Management with Professor Amir Goldberg. Michael Thompson Michael Thompson, our co-founder, will serve as our Chief Executive Officer and Chief Financial Officer and as one of our directors. He also is a co-founding member of Reinvent Capital. Mr. Thompson currently serves as Chief Executive Officer and Chief Financial Officer and a director of RTP, RTPZ and RTPY. Mr. Thompson was previously co-founder, managing member, and portfolio manager for BHR Capital, which managed as much as $1.9 billion of special situations funds from 2009-2016. Mr. Thompson played an active role in several of BHR Capital s portfolio companies, developing operating and financing strategies alongside management. While managing BHR Capital, Mr. Thompson was responsible for all portfolio construction, security selection, and risk management activities and oversaw the firm s investment team. He also led several investments in which BHR Capital took active protagonist roles. Additionally, since the early 2010s, he has made dozens of private investments. He has experience as a board member and regularly advises companies on business and financial matters. Venture Partner Marissa Mayer will serve as our venture partner. Our venture partner is a member of our sponsor and will assist with selecting and engaging prospective business combination targets. Our venture partner has other full- Table of Contents time professional commitments, and will have no fiduciary or contractual obligation to us and will not be paid by us. While our venture partner has only a minority interest in our sponsor and does not have any voting or dispositive control over any securities held by our sponsor, our venture partner may, at the discretion of our sponsor s managers, receive additional economics in our sponsor in connection with our initial business combination. Ms. Mayer is co-founder and Chief Executive Officer of Sunshine, a startup focused on making everyday tasks easier. Sunshine s first product is currently in private beta. Previously, Ms. Mayer was Chief Executive Officer and President of Yahoo. During her time at Yahoo, the company hired more than 5,000 people, grew users to more than 1 billion people worldwide, and transformed its business. Prior to Yahoo, Ms. Mayer spent 13 years at Google, where she was an early employee, the first woman engineer, and later served on the Operating Committee. For more than a decade, she played an instrumental role leading Google Search as well as Google Maps, Google News, and other consumer products. She also serves as a director of Walmart, Inc., Go Forward, Inc., a company that combines virtual and in-person primary care practice, and Maisonette, LLC, an online company focused on providing customized shopping experiences in children s luxury brands and boutique clothing, accessory, and home decor items. She previously served on the board of directors for AliphCom, which operated as Jawbone. She also serves on the board of the San Francisco Ballet, and she previously served on the board of the San Francisco Museum of Modern Art and the foundation board of the Forum of Young Global Leaders at the World Economic Forum. She graduated with honors from Stanford University with a B.S. in Symbolic Systems and a M.S. in Computer Science, specializing in artificial intelligence. Background on Reinvent Reinvent Sponsor X is a company newly formed by our co-founders, Mr. Hoffman, Mr. Pincus, and Mr. Thompson, to be our sponsor. Each member of our management team has experience relevant to our business strategy. Our management team has deep operational experience, as well as experience in identifying underlying technology trends, recognizing how and when a business is positioned for growth, and understanding the organizational and product optimizations needed to execute successfully. In addition, Mr. Hoffman, Mr. Pincus, and Mr. Thompson have invested in, built, and operated companies through multiple market cycles, including challenging macroeconomic cycles and in times of capital scarcity for internet and technology companies. They believe in focusing on a business s fundamentals at the customer, product, and financial levels. Our co-founders also have a track record of close collaboration. Mr. Hoffman and Mr. Pincus have had a professional relationship for nearly two decades as investors, board members, and close collaborators. The two were among the first three investors in Facebook and early investors in Twitter and Airbnb. As Mr. Pincus was in the early phases of founding Zynga in 2007, Mr. Hoffman was among his earliest investors and shortly after joined Zynga s Board. Mr. Pincus and Mr. Thompson began investing together in 2017, and alongside Mr. Hoffman established Reinvent Capital in 2018. Since then, our co-founders have actively worked together through Reinvent Capital. We also have assembled a strong sponsor team that we believe will provide us with valuable strategic, operational, product management, analytical, financial, transactional, communications, legal, and other expertise and networks that we will leverage to identify and execute a business combination and drive future value for the combined business. Table of Contents Our Value-Add We believe our approach to partnering with founders and management, our vast experience as entrepreneurs and operators at scale, our product expertise, and our financial acumen give us an advantage to attract a best-in-class technology company for a business combination and help it achieve substantial long-term growth. Protagonist capital: Similar to the role that venture capitalists play in helping a startup pursue a bold vision, we see an opportunity to partner with founders and a chief executive officer who have already achieved scale and help them continuously invent and reinvent as a public company. We anticipate adding value as board members who empower a management team to drive long-term value by leveraging our experience as operators, investors, and advisors to companies of all stages that have successfully gone through reinventions. Deep operating experience: Our management team has created companies worth tens of billions of dollars across multiple technology categories, including social networks, social games, and payments. We are eager to share the operational insights gained from building some of today s most important technology companies with our business combination partner. Product excellence: Members of our management team are product entrepreneurs and know how to build and operate products that people love. Our management team has deep expertise relevant to product-focused companies, including in product management, live operations, network effects, and viral growth. Expertise with transformative technologies: Our management team has unique experience with and insights into the application of transformative technologies, including artificial intelligence, autonomous driving, mobility, blockchain, robotics, and others. Market Opportunity We believe that the large quantity of late-stage private technology companies, against a backdrop of continued macroeconomic uncertainty and volatility, creates an ideal environment for our blank-check company and the differentiated advantages we bring to a potential target. A substantial market opportunity exists for a potential business combination in the private technology sector. As of March 2021, per PitchBook Data, there were 558 private technology companies valued over $1 billion globally, accounting for over $2.2 trillion of cumulative valuation, up from 18 private technology companies valued over $1 billion in 2010. More than half of these companies are headquartered within the United States, and most are focused on our key investment sectors, including consumer internet, games, marketplaces, ecommerce, and other technology subsectors. While the quantity and scale of private technology companies have grown, the number of technology initial public offerings (IPOs) has remained constant at approximately 40 technology companies per year. Per studies from Jay Ritter, the average age of a technology company going public has increased from four years in the first dot-com boom to 11 years in the last decade. Based on Dealogic data, the average market capitalization of technology company IPOs has increased from approximately $400 million to approximately $5.5 billion in this time. We believe this disconnect between the quantity of scaled technology companies and the number of those companies that actually go public each year has created an attractive backlog of potential targets for our blank-check company. Furthermore, as the last several months have demonstrated, this backlog can grow dramatically in periods of market volatility and dislocation, when even the highest quality technology companies can face challenges in accessing the public markets through a traditional IPO. At the same time, the recent performance of both Table of Contents traditional IPO and blank-check-company-created public technology companies has shown the strong public market demand for secularly growing technology assets. We believe a blank check company helps reconcile the increasing backlog of private late-stage technology assets and the increasing public demand to back those companies. We believe we can provide a high-quality technology company with a lower risk path to the public capital markets while also providing our investors option value on an investment in these types of companies during periods of market volatility. The recent cohort of blank check company IPOs has shown support for the effectiveness of this vehicle and substantiates our strategy. We believe the market opportunity is aligned with the advantages we bring to a potential target. Our Business Strategy Our strategy is to identify and complete a business combination where we can play an impactful role in partnership with a chief executive officer and management team to create an industry-leading company and drive significant long-term value for shareholders. We seek to provide protagonist capital and empower a company s chief executive officer and management team to make bold decisions and drive continued innovation as a newly public company. We also will evaluate companies undergoing reinvention, which we believe is the hallmark of a great business. While many companies may create a novel product or innovative service, best-in-class enterprises must do so repeatedly, transforming and adapting in the face of changing technologies, market conditions, and consumer preferences. Often investors can mistake a company undergoing reinvention for a company in distress. However, we recognize reinventions are often the most important transitions a maturing company can choose to pursue and may mark the period before hyper-growth. We believe reinvention cycles are the growth engines of all successful technology companies. We believe we are well positioned to help a newly public company grow and thrive, offering a partnership that extends far beyond our capital. Our management team s deep operational experience, product experience, extensive networks, and track records as investors, advisors, and board members make us a preferred partner. Business Combination Criteria While we may decide to enter into a business combination with a business that does not meet these criteria, we intend to seek a business combination with a business: In a technology sector or subsector, including consumer internet, online marketplaces, ecommerce, payments, gaming, artificial intelligence, SaaS, digital healthcare, autonomous vehicles, transportation, and others; Where we can materially impact the value of the company in partnership with management; Close to our proximal networks of founders, operators, investors, and advisors; and, Where we have a differentiated view on the ability of the target to create value as a public company. We anticipate offering the following benefits to our business combination partner: Partnership with our management team members who have extensive and proven track records of founding, scaling, operating, advising, and investing in market-leading companies; Our insights into product development and management and live ops; Access to our network of leading industry executives, entrepreneurs, and investors; Table of Contents Increased company profile and visibility with customers and preferred vendor relationships; Higher engagement with core, relevant, fundamental investors as anchor shareholders than what a traditional IPO book-building process offers; Lower risk and expedited path to a public listing with flexible structuring; Infusion of cash and ongoing access to public capital markets; Listed public currency for future acquisitions and growth; Ability for management to retain control and focus on growing the business; and Opportunity to motivate and retain employees using stock-based compensation. Additional Disclosures Our Acquisition Process We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Certain members of our management team are members of or employed by Reinvent Capital. Reinvent Capital is made aware of potential business opportunities from time to time, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted, or had any discussions, formal or otherwise with, any prospective target business with respect to a business combination transaction with us. Certain members of our management team have fiduciary and contractual duties to Existing Reinvent SPACs, to Reinvent Capital, and to certain companies in which Reinvent Capital has invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Cayman Islands law, none of the members of our management team who are also employed by our sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our sponsor and members of our management team are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination, and certain of them expect to do so in the future. Any such involvement may result in conflicts of interests as described above. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors (including other special purpose acquisition companies they are or may become involved with), may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. As co-founders and board observers, neither Mr. Hoffman nor Mr. Pincus owes us any fiduciary duties; however, each owes fiduciary duties to other entities, including to the Existing Reinvent SPACs that such person is a director of. For more information, see the section entitled Management Conflicts of Interest. Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities (including other special purpose acquisition companies they are or may Table of Contents become involved with) pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. As a result, any such entities, including the Existing Reinvent SPACs, may access opportunities ahead of us until their initial business combinations. Members of our management team are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See Risk Factors Risks Relating to Our Management Team Certain members of our management team are now, and expect in the future to become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. We do not believe, however, that the fiduciary duties or contractual obligations of members of our management team will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. You should not rely on the historical record of our management team s or their respective affiliates performance as indicative of our future performance. See Risk Factors General Risk Factors Past performance by any member or members of our management team, any of their respective affiliates, or Reinvent Capital may not be indicative of future performance of an investment in the company. Unlike other SPAC IPOs, investors in this offering will not receive warrants that would become exercisable following completion of our initial business combination. Initial Business Combination Nasdaq listing rules require that our initial business combination must be with one or more target businesses that have an aggregate fair market value equal to at least 80% of the value of the trust account (excluding any deferred underwriting commissions and taxes payable on interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of fair market value test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a Table of Contents transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target business, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test. If our initial business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of fair market value test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company Table of Contents until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and have received a tax exemption undertaking from the Cayman Islands Government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on October 2, 2020. Our executive offices are located at 215 Park Avenue, Floor 11, New York, New York 10003 and our telephone number is (212) 457-1272. Upon completion of this offering, our corporate website address will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001828183_fortress_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001828183_fortress_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bc9e0a78ac408c716a110a64d48d342ae231800a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001828183_fortress_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to we, us, our, company, or our company are to Fortress Value Acquisition Corp. IV, a Delaware corporation and references to: amended and restated certificate of incorporation are to our certificate of incorporation to be in effect upon completion of this offering; Fortress are to Fortress Investment Group LLC, a Delaware limited liability company; Fortress Credit are to the Fortress Credit and Real Estate business division of Fortress; founder shares are to shares of our Class F common stock initially purchased by our sponsor in a private placement prior to this offering and, unless the context otherwise requires, our Class A common stock issued upon conversion thereof as provided herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our officers and directors, and directors are to our current directors and director nominees; common stock are to our Class A common stock and our Class F common stock, collectively; equity-linked securities are to any securities of our company which are convertible into, exchangeable for, or exercisable for common stock of our company; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a public stockholder shall only exist with respect to such public shares; sponsor are to Fortress Value Acquisition Sponsor IV LLC, a Delaware limited liability company; Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly incorporated blank check company incorporated on October 1, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Although we may pursue an acquisition in any industry or geography, we intend to capitalize on the ability of our management team and the broader Fortress platform to identify, acquire and operate a business that may provide opportunities for attractive risk-adjusted returns. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MARCH 5, 2021 PRELIMINARY PROSPECTUS $600,000,000 Fortress Value Acquisition Corp. IV 60,000,000 Units Fortress Value Acquisition Corp. IV is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-eighth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriters a 45-day option to purchase up to an additional 9,000,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares throughout this prospectus, subject to the limitations described herein. If we have not completed our initial business combination within 24 months from the closing of this offering we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Fortress Value Acquisition Sponsor IV LLC, a Delaware limited liability company (which we refer to as our sponsor throughout this prospectus) has committed to purchase an aggregate of 7,500,000 warrants (or 8,400,000 warrants if the underwriters over-allotment option is exercised in full) at a price of $2.00 per warrant ($15,000,000 in the aggregate or $16,800,000 in the aggregate if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each private placement warrant is exercisable to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as provided herein. Prior to this offering, our sponsor purchased 17,250,000 shares of our Class F common stock (up to 2,250,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). We refer to these shares of Class F common stock as the founder shares throughout this prospectus. The shares of Class F common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of the business combination, the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of share of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, 20% of the sum of the total number of all shares of common stock outstanding upon completion of this offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination. Holders of the Class F common stock will have the right to elect all of our directors prior to our initial business combination. On any other matter submitted to a vote of our stockholders, holders of the Class F common stock and holders of the Class A common stock will vote together as a single class, except as required by applicable law or the applicable rules of the New York Stock Exchange, or the NYSE, then in effect. Currently, there is no public market for our units, Class A common stock or warrants. We intend to apply to list our units on the NYSE, under the symbol FVIV.U on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Deutsche Bank Securities Inc., BofA Securities, Inc. and PJT Partners LP (the Representatives ) inform us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on the NYSE under the symbols FVIV and FVIV WS , respectively. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 37 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 600,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 33,000,000 Proceeds, before expenses, to us $ 9.45 $ 567,000,000 (1) Includes $0.35 per unit, or $21,000,000 (or up to $24,150,000 if the underwriters over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also Underwriting for a description of compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $600,000,000 or $690,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (iii) the redemption of all of our public shares if we have not completed our initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Deutsche Bank Securities BofA Securities PJT Partners , 2021 Table of Contents We intend to identify and acquire a business that could benefit from a hands-on owner with extensive investment and operational expertise and that presents potential for an attractive risk-adjusted return profile under our stewardship. Even fundamentally sound companies can often under-perform their potential due to underinvestment, inefficient capital allocation, over-levered capital structures, excessive cost structures, incomplete management teams and/or inappropriate business strategies. Our management team has extensive experience in identifying and executing such full potential acquisitions across industries and business cycles. In addition, our management has hands-on experience working with companies as active owners and directors by working closely with these companies to continue their transformations and help create value. We believe that our management team is well positioned to identify attractive risk-adjusted returns in the marketplace. Our management team s contacts and transaction sources, ranging from industry executives, private owners, private equity funds, credit funds and investment bankers in addition to the extensive global industry and geographical reach of the Fortress platform will enable us to pursue a broad range of opportunities. Our management believes that its ability to identify and implement value creation initiatives has been an essential driver of past performance and will remain central to its differentiated acquisition strategy. Our management team s objective is to generate attractive returns and create value for our stockholders by applying our disciplined strategy of underwriting intrinsic worth and affecting changes after making an acquisition to unlock value. While our approach is value-oriented, and focusing on industries where we have differentiated insights, we also rigorously drive change through a comprehensive value creation plan framework. We favor opportunities where we can improve the risk-reward by driving change and accelerating the target s growth initiatives. Our management team has successfully applied this approach over the past decade and has deployed capital successfully in a range of market cycles. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. We will seek to capitalize on the more than 20 years of investment and operational experience of our Chief Executive Officer, Joshua A. Pack. Mr. Pack is a Managing Partner of the Credit Funds business at Fortress. Mr. Pack is based in Los Angeles and Heads the illiquid credit investment strategies at Fortress, serves on the investment committee for the Credit Funds business at Fortress and is a member of the Management Committee of Fortress. Our management team also includes Daniel N. Bass, our Chief Financial Officer, who has served as Fortress s Chief Financial Officer since 2003, and Micah B. Kaplan, our Chief Operating Officer, who is a Managing Director at Fortress. As a result of Fortress s significant ownership interest in our sponsor, we may be deemed to be an affiliate of Fortress. Unless otherwise stated in this prospectus, or the context otherwise requires, references to affiliates of Fortress do not include the company. Fortress is a leading, highly diversified global investment management firm with approximately $49.9 billion in assets under management as of September 30, 2020. Fortress applies its deep experience and specialized expertise across a range of investment strategies credit and real estate, private equity and permanent capital on behalf of its approximately 1,800 institutional clients and private investors worldwide as of September 30, 2020. Fortress s primary business is to sponsor the formation of, and provide investment management services for, various investment funds, permanent capital vehicles and related managed accounts. Fortress is also the sponsor of several other blank check companies. Fortress is sponsoring the company through its credit business, Fortress Credit. Fortress Credit manages approximately $40.4 billion in assets under management as of September 30, 2020 and is focused on investing globally in credit, hard assets and real estate. Fortress Credit, which is led by Pete Briger and Dean Dakolias, has Table of Contents a long and established track record investing globally through numerous credit and other market cycles. Fortress Credit applies a diversified investment approach across its main areas of investment and a disciplined focus on asset-liability management. Fortress Credit s team has invested over $140 billion of capital since its launch in 2002, over $110 billion of which corresponds to the period starting with the 2008 credit crisis. As of September 30, 2020, the Fortress Credit team consists of approximately 500 professionals and is focused on investing globally, primarily in undervalued assets and distressed and illiquid credit investments. With approximately 120 professionals dedicated to asset management in 13 geographic locations, the Fortress Credit team also has the experience and expertise to manage and service assets with operational complexity. As such, the company intends to draw upon Fortress Credit s significant expertise in corporate acquisitions, opportunistic lending, distressed debt investing, structured credits, corporate securities, structured finance, bankruptcy procedures, tax structuring and asset management to assist in the identification of investment opportunities and management. On February 14, 2017, Fortress and SoftBank Group Corp. ( SoftBank ) announced that they had entered into a definitive merger agreement under which a limited partnership or other entity controlled by SoftBank acquired Fortress. SoftBank is a global technology company, comprised of the holding company SoftBank Group Corp. (TOKYO: 9984) and its global portfolio of companies, which includes advanced telecommunications, internet services, artificial intelligence, smart robotics, Internet of Things and clean energy technology providers. SoftBank manages the SoftBank Vision Fund I, L.P., which generally makes investments in entities in the technology (including telecoms, internet and media) sector, for which the aggregate amount committed to be invested (in one or more tranches) in each such investment exceeds $100 million. Fortress operates within Softbank as an independent business. In July 2017, Fortress co-founded Mosaic Acquisition Corp. ( Mosaic ), a blank check company formed for substantially similar purposes as our company. Mr. McKnight and Mr. Pack served as directors of Mosaic. Mosaic completed its initial public offering in October 2017, in which it sold 34,500,000 units, each consisting of one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary share, for an offering price of $10.00 per unit, generating gross proceeds of $345,000,000. In January 2020, Mosaic completed its business combination with Vivint Smart Home, Inc. ( Vivint ). Vivint is one of the largest smart home companies in the world, delivering integrated smart home products and cloud-enabled services to subscribers across the U.S. and Canada. Vivint s Class A common stock is traded on the New York Stock Exchange under the symbol VVNT and its warrants are traded under the symbol VVNT.WS . In January 2020, Fortress founded Fortress Value Acquisition Corp. ( FVAC I ), a blank check company formed for substantially similar purposes as our company. FVAC I completed its initial public offering in May 2020, in which it sold 34,500,000 units, each consisting of one share of Class A common stock and one-third of one redeemable warrant to purchase one share of Class A common stock, for an offering price of $10.00 per unit, generating gross proceeds of $345,000,000. In November 2020, FVAC I completed its business combination with MP Materials, the only rare earth mining and processing site of scale in North America. MP Material s Class A common stock is traded on the New York Stock Exchange under the symbol MP and its warrants are traded under the symbol MP WS . Notwithstanding the past performance of our management team or Fortress, we cannot guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of management s, Fortress s or their respective affiliates performance as indicative of our future performance. Certain of our officers and directors have fiduciary and contractual duties to Fortress and its affiliates. As a result, certain of our officers and directors will have a duty to offer acquisition opportunities to certain Fortress funds and other entities and will have no duty to offer such opportunities to the company unless presented to them in their capacity as an officer or director of the company. However, we do not expect these duties to materially affect our ability to identify targets for our initial business combination. We believe this conflict of Table of Contents interest will be naturally mitigated, to some extent, by the differing nature of the acquisition targets we expect the company to find most attractive. While Fortress and its affiliates will not have any duty to offer acquisition opportunities to us, Fortress or its affiliates may become aware of a potential transaction that is not a fit for Fortress or its affiliates but that is an attractive opportunity for us, which they may decide to share with us. In addition, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, certain of our officers and directors may have time and attention requirements for Fortress or its affiliates. Fortress Credit is currently sponsoring two other blank check companies, Fortress Value Acquisition Corp. II ( FVAC II ) and Fortress Value Acquisition Corp. III ( FVAC III ) (and together, with any future blank check companies sponsored by Fortress Credit, the Fortress Credit blank check companies ), each formed for the purpose of completing a business combination and, like us, each focused on identifying a business that may provide opportunities for attractive risk-adjusted returns. FVAC II completed its initial public offering in August 2020, in which it sold 34,500,000 units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant to purchase one share of Class A common stock, for an offering price of $10.00 per unit, generating gross proceeds of $345,000,000. FVAC II s Class A common stock is traded on the New York Stock Exchange under the symbol FAII , its warrants are traded under the symbol FAII WS and its units are traded under the symbol FAII.U . On February 21, 2021, FVAC II entered into a definitive agreement to acquire ATI Physical Therapy ( ATI ), a portfolio company of Advent International and the largest single-branded outpatient physical therapy provider in the United States. The consummation of the acquisition is subject to customary conditions and is expected to close during the second quarter of 2021. If the ATI acquisition is not consummated, we anticipate that potential business combination opportunities would be allocated to FVAC II before they are offered to us and therefore obligations to FVAC II may present additional conflicts of interest in pursuing an acquisition target. FVAC III completed its initial public offering in January 2021, in which it sold 23,000,000 units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant to purchase one share of Class A common stock, for an offering price of $10.00 per unit, generating gross proceeds of $230,000,000. FVAC III s Class A common stock is traded on the New York Stock Exchange under the symbol FVT , its warrants are traded under the symbol FVT WS and its units are traded under the symbol FVT.U . FVAC III has not yet announced or completed its initial business combination. Mr. Pack, our Chief Executive Officer and a director, is the Chairman of FVAC II and FVAC III, Mr. McKnight, our Chairman nominee, is the Chief Executive Officer and a director of FVAC II and FVAC III, Mr. Bass, our Chief Financial Officer, is the Chief Financial Officer of FVAC II and FVAC III, Mr. Kaplan, our Chief Operating Officer, is the Chief Operating Officer of FVAC II and FVAC III, Alexander P. Gillette, our General Counsel, is the General Counsel of FVAC II and FVAC III, Marc Furstein, a director nominee, is a director of FVAC II and FVAC III and Leslee Cowen, a director nominee, is a director of FVAC II and FVAC III. Following the completion of the ATI acquisition, Mr. Pack, Mr. Furstein and Ms. Cowen will resign as directors of FVAC II and Mr. McKnight, Mr. Bass, Mr. Kaplan and Mr. Gillette will resign as officers of FVAC II. It is expected that Mr. McKnight will continue to serve as a director of the post-business combination company. Fortress s private equity business ( Fortress PE ), which operates alongside Fortress Credit within the greater Fortress business, is currently sponsoring a blank check company, Fortress Capital Acquisition Corp. ( FCAC ), and may continue to sponsor future blank check companies (such future blank check companies, together with FCAC, the Fortress PE blank check companies ) formed for the purpose of completing a business combination and, like us, focused on identifying a business that may provide opportunities for attractive risk-adjusted returns. We may compete with FCAC and other Fortress PE blank check companies for business combination opportunities. Further, Mr. Bass, our Chief Financial Officer, is the Chief Financial Officer of FCAC. While we and the Fortress PE blank check companies share certain administrative functions provided by Fortress and Mr. Bass, who is our Chief Financial Officer and the Chief Financial Officer of FCAC, our Table of Contents management team that will be involved in sourcing potential business combination targets is different than the management team of FCAC and will be different than the management teams of any future Fortress PE blank check companies. We anticipate that any potential business combination targets sourced through our management team, in their capacity as directors and officers of the company, will be first offered to the company before being offered to the Fortress Credit blank check companies or to any Fortress PE blank check companies and that any potential business combination opportunities that are sourced through the management teams of the Fortress PE blank check companies will be first offered to the Fortress PE blank check companies before being offered to us. Fortress Credit and Fortress PE each have investment professionals that source transactions for their respective businesses and may compete with each other for investment opportunities that are appropriate for a blank check company like us. In making allocation decisions with respect to investment opportunities that could reasonably be expected to fit the investment objectives of one or more Fortress affiliates, Fortress anticipates that it will consider one or more of the following: the internal source of the investment opportunity; the objectives and investment programs of any such affiliate; any exclusive rights to investment opportunities that may have been granted to any such Fortress affiliate; the expected duration of the investment in light of a Fortress affiliate s objectives and investment program; the amount of available capital (including financing); the magnitude of the investment opportunity; regulatory and tax considerations; the degree of risk arising from an investment; the expected investment return; relative liquidity; likelihood of current income; regulatory requirements; and/or such other factors as Fortress deems to be appropriate. These factors provide substantial discretion to Fortress to resolve conflicts of interest arising from limited investment opportunities. The internal source of an investment opportunity will play a particularly important factor in allocation decisions and we anticipate that business combination opportunities sourced within Fortress Credit will be offered to us before such opportunities are offered to the Fortress PE blank check companies and that business combination opportunities sourced within Fortress PE will be offered to the Fortress PE blank check companies before they are offered to us. We do not believe that any potential conflicts with any other Fortress Credit blank check company or any Fortress PE blank check company would materially affect our ability to complete our initial business combination. While we expect that each of FVAC II and FVAC III will have priority over us with respect to acquisition opportunities until each completes its respective initial business combination, Fortress and our management team have significant experience in identifying and executing multiple acquisition opportunities simultaneously and we are not limited by industry or geography in terms of the acquisition opportunities we can pursue. In addition, future Fortress Credit blank check companies may differ in size from this offering and therefore different business combination opportunities that require more or less capital might be appropriate for one Fortress Credit blank check company but not the other. It is also possible that we will enter into exclusivity with respect to a transaction that is not ultimately consummated, and that during the applicable exclusivity period attractive opportunities will be offered and accepted by Fortress Credit blank check companies formed after us. Moreover, as discussed above, FCAC is, and any future Fortress PE blank check company will be, sponsored by Fortress PE, which is a separate and distinct business group from Fortress Credit, and our board of directors and the majority of our management team consist of different individuals than those that may be on the boards of directors and management teams of FCAC and any future Fortress PE blank check companies. In addition, Fortress and its affiliates, including our officers and directors who are affiliated with Fortress, may sponsor or form other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Currently, the equity interests in our sponsor are owned by Fortress. Following the date hereof, Fortress may transfer the equity interests in our sponsor to one or more investment funds or accounts managed by Fortress for such consideration as Fortress deems appropriate. Stockholders will not have the right to approve or receive notice of any such transfer. Table of Contents Business Strategy Our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, to build a company in the public markets. We intend to seek a company in an industry that complements the experience and expertise of our management team and is a business that we think our transformative operating skills can help improve. Our selection process will leverage our team s network of industry, private equity sponsor, credit fund sponsor and lending community relationships as well as relationships with management teams of public and private companies, investment bankers, restructuring advisers, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. We intend to deploy a pro-active, thematic sourcing strategy and to focus on companies where we believe the combination of our operating experience, relationships, capital and capital markets expertise can be catalysts to transform companies and can help accelerate the target business growth and performance. In addition, we intend to utilize the networks and industry experience of our management team and our board of directors in seeking an initial business combination. Over the course of their careers, the members of our management team and board of directors have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. This group has experience in: operating companies, setting and changing strategies, and identifying, mentoring and recruiting world-class talent; developing and growing companies, both organically and through acquisitions and strategic transactions and expanding the product range and geographic footprint of a number of target businesses; sourcing, structuring, acquiring, and selling businesses; accessing the capital markets, including financing businesses and helping companies transition to public ownership; fostering relationships with sellers, capital providers and target management teams; and executing transactions in multiple geographies and under varying economic and financial market conditions. We believe that the network of contacts and relationships of our management team will provide us with an important source of acquisition opportunities. In addition, given our profile and thematic approach, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Upon completion of this offering, members of our management team will communicate with their network of relationships to articulate our acquisition criteria, including the parameters of our search for a target business, and will begin the disciplined process of pursuing and reviewing promising leads. Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire one or more businesses that we believe: are underperforming their potential in industries that are otherwise exhibiting stable or improving fundamentals. We intend to evaluate each industry and the target businesses within those industries based on several factors, including the potential for sustainable competitive advantage, growth in Table of Contents excess of gross domestic product, ability to generate attractive returns and the sustainability of profit margins. We plan to seek targets that will be compatible with our rigorous value creation process, whereby we identify several value enhancing initiatives prior to making the acquisition and install processes to implement and optimize those initiatives. are at an inflection point, such as those requiring additional management expertise, are able to innovate by developing new products or services, or where we believe we can drive improved financial performance and where an acquisition may help facilitate growth. We believe that we are well-positioned to evaluate and improve a company s growth prospects and help them realize the opportunities to create stockholder value following the consummation of a business combination. our management team understands well, including those where we believe we can drive meaningful operational improvements and efficiency gains, or enhance its strategic position by using technology solutions to differentiate its offering. have significant embedded and/or underexploited expansion opportunities. This can be accomplished through a combination of accelerating organic growth and finding attractive add-on acquisition targets. Our management team has significant experience in identifying such targets and helping target management assess the strategic and financial fit. Similarly, our management has the expertise to assess the likely synergies and a process to help a target integrate acquisitions. exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace based on our company specific analysis and due diligence review. For a potential target company, this process will include, among other things, a review and analysis of the company s capital structure, quality of earnings, potential for operational improvements, corporate governance, customers, material contracts, and industry background and trends. We intend to leverage the operational experience and disciplined investment approach of our team to identify opportunities to unlock value that our experience in complex situations allows us to pursue. will offer attractive risk-adjusted equity returns for our stockholders. We will seek to acquire a target on terms and in a manner that leverages our experience in transformational investing. Financial returns will be evaluated based on (i) the potential for organic growth in cash flows, (ii) the ability to achieve cost savings, (iii) the ability to accelerate growth, including through the opportunity for follow-on acquisitions and (iv) the prospects for creating value through other value creation initiatives. Potential upside from growth in the target business earnings and an improved capital structure will be weighed against any identified downside risks. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We will also utilize our operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a Table of Contents business that is affiliated with our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm, that our initial business combination is fair to our company from a financial point of view. Members of our management team may directly or indirectly own shares of our common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Fortress is from time to time made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with any business combination target. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. As a result, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor such fiduciary or contractual obligations to present such business combination opportunity to such entity. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. For more information on the entities to which our officers and directors currently have fiduciary or contractual obligations, please refer to Management Conflicts of Interest. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in such capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Initial Business Combination The NYSE rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if any, and excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post- Table of Contents transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Notwithstanding the foregoing, if we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross Table of Contents revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company, through the last day of the fiscal year, if (1) the market value of our common stock owned by non-affiliates is less than $250 million or (2) we have less than $100 million in annual revenues and the market value of our common stock owned by non-affiliates is less than $700 million. Market value is calculated as of the prior June 30th. Our executive offices are located at 1345 Avenue of the Americas, 46th Floor, New York, New York 10105 and our telephone number is (212) 798-6100. Upon completion of this offering, our corporate website address will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to invest in our securities. Table of Contents The Offering In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 60,000,000 units (or 69,000,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-eighth of one warrant. NYSE symbols Units: FVIV.U Class A Common Stock: FVIV Warrants: FVIV WS Trading commencement and separation of Class A common stock and warrants The units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least eight units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K Units: In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Table of Contents Form 8-K which includes an audited balance sheet of the company reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly, and no later than four business days, after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Number outstanding before this offering 0 Number outstanding after this offering 60,000,0001 Common stock: Number outstanding before this offering 17,250,0002, 4 Number outstanding after this offering 75,000,0001, 3,4 Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 7,500,0001 Number of warrants to be outstanding after this offering and the private placement 15,000,0001 1 Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 2,250,000 founder shares. 2 Consists solely of founder shares and includes up to 2,250,000 founder shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. Except as otherwise specified, the rest of this prospectus has been drafted to give effect to the full forfeiture of these 2,250,000 founder shares. 3 Includes 60,000,000 public shares and 15,000,000 founder shares. 4 Founder shares are classified as shares of Class F common stock, which shares will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution. Exercisability Each whole warrant is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Table of Contents Exercise price $11.50 per share, subject to adjustment as provided herein. In addition, if we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our initial stockholders or their respective affiliates, without taking into account any founder shares held by them, as applicable, prior to such issuance) (the newly issued price ), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the issuance of shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the issuance of shares of Class A common stock issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating thereto, until the warrants expire or are redeemed; provided, that if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Table of Contents Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value (as defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value shall mean the average last reported sale price of shares of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section entitled Description of Securities Redeemable Warrants Public Stockholders Warrants for additional information. Table of Contents Except as described below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Commencing ninety days after the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Redeemable Warrants Public Stockholders Warrants based on the redemption date and the fair market value of our Class A common stock (as defined below) except as otherwise described in Description of Securities Redeemable Warrants Public Stockholders Warrants ; if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding public warrants, as described above; and if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. The fair market value of our Class A common stock shall mean the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities Redeemable Warrants Public Stockholders Warrants for additional information. Table of Contents Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination. Election of directors; voting rights Our amended and restated certificate of incorporation will provide that, prior to our initial business combination, only holders of our founder shares (our Class F common stock) will have the right to vote on the election of directors; provided, however, that with respect to the election of directors in connection with a meeting of the stockholders of the Company for approval, holders of the Class A common stock and holders of the Class F common stock, voting together as a single class, shall have the exclusive right to vote for the election of directors. Other than pursuant to the provision in the preceding sentence, holders of our public shares will not be entitled to vote on the election of directors prior to the consummation of the initial business combination. These provisions of our amended and restated certificate of incorporation may only be amended by the majority of the Class F common stock then outstanding. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by applicable law or the applicable rules of the NYSE then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial business combination. Directed Unit Program At our request, the underwriters have reserved for sale, at the initial public offering price, up to approximately 500,000 units, or approximately 0.8% (or approximately 0.7%, assuming full exercise of the underwriters over-allotment option), of our units being offered hereby for sale to employees of Fortress and its affiliates and other individuals associated with us and members of their families. We will offer these units to the extent permitted under applicable regulations. The number of units available for sale to the general public in this offering will be reduced to the extent these persons purchase reserved units. Any reserved units not purchased will be offered by the underwriters to the general public on the same terms as the other units. Founder shares In October 2020, our sponsor purchased an aggregate of 17,250,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.001 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. Prior to the closing of this offering, Table of Contents our sponsor intends to transfer 25,000 founder shares to each of our independent director nominees at their original purchase price. As such, our initial stockholders will collectively own 20% of our outstanding shares after this offering (assuming they do not purchase any units in this offering). If we increase or decrease the size of this offering, we will effect a stock dividend, share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class F common stock immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20% of our outstanding shares of common stock upon the consummation of this offering. Up to 2,250,000 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the election of directors prior to our initial business combination; provided, however, that with respect to the election of directors in connection with a meeting of the stockholders of the Company for approval, holders of the Class A common stock and holders of the Class F common stock, voting together as a single class, shall have the exclusive right to vote for the election of directors; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with (x) the completion of our initial business combination and (y) a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for Table of Contents a vote, our sponsor, officers and directors have agreed, pursuant to such letter agreement, to vote any founder shares and any public shares held by them in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 22,500,001, or approximately 37.5% (assuming all outstanding shares are voted and no exercise of the underwriter s over-allotment option), or 3,750,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and no exercise of the underwriter s over-allotment option), of the 60,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have such initial business combination approved (or, if the applicable rules of the NYSE then in effect require approval by a majority of the votes cast by public stockholders, we would need 30,000,001 of public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted and no exercise of the underwriter s over-allotment option) in order to have such an initial business combination approved). the founder shares are automatically convertible into our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earliest to occur of: (A) one year after the completion of our initial business combination; (B) subsequent to our initial business combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination; and (C) the date following the completion of our initial business combination on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). We refer to such transfer restrictions throughout this prospectus as the lock-up. Founder shares conversion and anti-dilution rights We have 17,250,000 shares of Class F common stock, par value $0.0001 per share, outstanding. The shares of Class F common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, Table of Contents subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination. Private placement warrants Our sponsor has committed to purchase an aggregate of 7,500,000 private placement warrants (or 8,400,000 if the underwriters over-allotment option is exercised in full) at a price of $2.00 per warrant ($15,000,000 in the aggregate or $16,800,000 in the aggregate if the underwriters over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each private placement warrant is exercisable to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $600,000,000 (or $690,000,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will not be redeemable by us (except as described below under Description of Securities Redeemable Warrants Public Stockholders Warrants Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ) so long as they are held by our sponsor or its permitted transferees. The private placement warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Table of Contents Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). Proceeds to be held in trust account The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $615,000,000 in proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, or $706,800,000 if the underwriters over-allotment option is exercised in full, $600,000,000 ($10.00 per unit), or $690,000,000 ($10.00 per unit) if the underwriters over-allotment option is exercised in full (including $21,000,000 (or up to $24,150,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and $3,000,000 will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, and (iii) the redemption of all of our public shares if we have not completed our initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and Table of Contents restated certificate of incorporation, as described above. Based upon current interest rates, we expect the trust account to generate approximately $420,000 of interest annually (assuming an interest rate of 0.07% per year). Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,450,000 in working capital after the payment of approximately $1,550,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. The NYSE rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if any, and excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or Table of Contents acquired is what will be valued for purposes of the 80% of net assets test; provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Permitted purchases of public shares and warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares or warrants such persons may purchase. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, advisors or their affiliates determine to make any such purchases at the time of a stockholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information; and (ii) to clear all trades with a designated officer prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our sponsor, directors, officers, advisors or their affiliates will be restricted from making any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Table of Contents Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by applicable law or stock exchange listing requirements or we choose to seek stockholder approval for business or other reasons. Table of Contents If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our shares of Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001, after payment of the deferred underwriting commission (so that we do not then become subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to Table of Contents such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our NYSE listing or Exchange Act registration. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination (or, if the applicable rules of the NYSE then in effect require, a majority of the outstanding shares of common stock held by public stockholders are voted in favor of the business transaction). Unless restricted by NYSE rules, a quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding capital stock of our company entitled to vote at such a meeting. Unless restricted by NYSE rules, our initial stockholders will count toward this quorum. Pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares and any public shares held by them in favor of our initial business combination. We expect that at the time of any stockholder vote relating to our initial business combination, our initial stockholders and their permitted transferees will own at least 20% of our outstanding common stock entitled to vote thereon. These quorum and voting thresholds and the letter agreement may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or Table of Contents redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternative business combination. Tendering stock certificates in connection with a tender offer or redemption rights We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholders approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, which we refer to as the Excess Shares, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we Table of Contents believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial stockholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public stockholder and subject to the 15% limitation in connection with any such redemption right. Redemption rights in connection with proposed amendments to our amended and restated certificate of incorporation Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity, other than amendments relating to the appointment of directors, which require the approval by a majority of the Class F common stock then outstanding (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders, as described herein), may be amended if approved by holders of at least 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our common stock entitled to vote thereon. In all other instances our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law, or DGCL, or applicable stock exchange rules. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), may participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Table of Contents Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be disbursed directly by the trustee or released to us to pay amounts due to any public stockholders who properly exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers and directors have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we have not completed our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Table of Contents public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our sponsor, officers and directors acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by us to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to an affiliate of our sponsor of a total of $20,000 per month, for up to 24 months, for office space, administrative and support services; Table of Contents Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and Repayment of loans which may be made by our sponsor, an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $2.00 per warrant at the option of the lender. These payments may be funded using the net proceeds of this offering and the sale of the private placement warrants not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or our or their affiliates. Audit committee Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will have established and will maintain an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of interest Certain of our officers and directors have fiduciary and contractual duties to Fortress and its affiliates. As a result, certain of our officers and directors will have a duty to offer acquisition opportunities to certain Fortress funds and other entities and will have no duty to offer such opportunities to us unless presented to them in their capacity as our officer or director. As a result, Fortress or any of their respective affiliates may compete with us for acquisition opportunities in the same industries and sectors as we may target for our initial business combination. If any of them decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Fortress or any of its affiliates, including by Mr. Pack, Mr. McKnight, Mr. Bass, Mr. Kaplan, Mr. Gillette, Mr. Furstein, Ms. Cowen and other persons who may make decisions for the company, may be suitable for both us and for Fortress or any of its affiliates or clients, including Fortress Credit blank check companies and any Fortress PE blank check companies, Table of Contents and may be directed initially to Fortress or such persons rather than to us. None of our officers and directors, Fortress or any of its affiliates or members of our management team who are also employed by Fortress or any of its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware unless it is offered to them solely in their capacity as our director or officer and after they have satisfied their contractual and fiduciary obligations to other parties. Fortress may offer investment opportunities that fit within the investment program of a Fortress fund to such fund before offering it to us, and may choose to allocate all or part of any such opportunity to any Fortress affiliate or client or any business in which a Fortress affiliate has invested instead of offering such opportunity to us. The potential conflicts described above may limit our ability to enter into a business combination or other transactions. Fortress and its affiliates engage, and in the future will engage, in a broad spectrum of activities, including direct investment activities and investment advisory activities, and have extensive investment activities (including principal investments by Fortress affiliates for their own account), on behalf of both persons or entities to which they provide investment advice and on a principal basis, that are independent from, and may from time to time conflict or compete with, our activities. These circumstances could give rise to numerous situations where interests may conflict. There can be no assurance that these or other conflicts of interest with the potential for adverse effects on us and our investors will not arise. Fortress Credit is currently sponsoring two other blank check companies, FVAC II and FVAC III, each formed for the purpose of completing a business combination and, like us, each focused on identifying a business that may provide opportunities for attractive risk-adjusted returns. FVAC II completed its initial public offering in August 2020, in which it sold 34,500,000 units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant to purchase one share of Class A common stock, for an offering price of $10.00 per unit, generating gross proceeds of $345,000,000. FVAC II s Class A common stock is traded on the New York Stock Exchange under the symbol FAII , its warrants are traded under the symbol FAII WS and its units are traded under the symbol FAII.U . On February 21, 2021, FVAC II entered into a definitive agreement to acquire ATI, a portfolio company of Advent International and the largest single-branded outpatient physical therapy provider in the United States. The consummation of the acquisition is subject to customary conditions and is expected to close during the second quarter of 2021. If the ATI acquisition is not consummated, we anticipate that potential business combination opportunities would be allocated to FVAC II before they are offered to us and therefore obligations to FVAC II may present additional conflicts of interest in pursuing an acquisition target. FVAC III completed its initial public offering in January 2021, in which it sold Table of Contents 23,000,000 units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant to purchase one share of Class A common stock, for an offering price of $10.00 per unit, generating gross proceeds of $230,000,000 FVAC III s Class A common stock is traded on the New York Stock Exchange under the symbol FVT , its warrants are traded under the symbol FVT WS and its units are traded under the symbol FVT.U , FVAC III has not yet announced or completed its initial business combination. Mr. Pack, our Chief Executive Officer and a director, is the Chairman FVAC II and FVAC III, Mr. McKnight, our Chairman nominee, is the Chief Executive Officer and a director of FVAC II and FVAC III, Mr. Bass, our Chief Financial Officer, is the Chief Financial Officer of FVAC II and FVAC III, Mr. Kaplan, our Chief Operating Officer, is the Chief Operating Officer of FVAC II and FVAC III, Alexander P. Gillette, our General Counsel, is the General Counsel of FVAC II and FVAC III, Marc Furstein, a director nominee, is a director of FVAC II and FVAC III and Leslee Cowen, a director nominee, is a director of FVAC II and FVAC III. Following the completion of the ATI acquisition, Mr. Pack, Mr. Furstein and Ms. Cowen will resign as directors of FVAC II and Mr. McKnight, Mr. Bass, Mr. Kaplan and Mr. Gillette will resign as officers of FVAC II. It is expected that Mr. McKnight will continue to serve as a director of the post-business combination company. Fortress PE, which operates alongside Fortress Credit within the greater Fortress business, is currently sponsoring a blank check company, FCAC, and may continue to sponsor future Fortress PE blank check companies formed for the purpose of completing a business combination and, like us, focused on identifying a business that may provide opportunities for attractive risk-adjusted returns. We may compete with FCAC and other Fortress PE blank check companies for business combination opportunities. Further, Mr. Bass, our Chief Financial Officer, is the Chief Financial Officer of FCAC. While we and the Fortress PE blank check companies share certain administrative functions provided by Fortress and Mr. Bass, who is our Chief Financial Officer and the Chief Financial Officer of FCAC, our management team that will be involved in sourcing potential business combination targets is different than the management team of FCAC and will be different than the management teams of Fortress PE blank check companies. We anticipate that any potential business combination targets sourced through our management team, in their capacity as directors and officers of the company, will be first offered to the company before being offered to the Fortress Credit blank check companies or to the Fortress PE blank check companies and that any potential business combination opportunities that are sourced through the management teams of the Fortress PE blank check companies will be first offered to the Fortress PE blank check companies before being offered to us. Table of Contents Fortress Credit and Fortress PE each have investment professionals that source transactions for their respective businesses and may compete with each other for investment opportunities that are appropriate for a blank check company like us. In making allocation decisions with respect to investment opportunities that could reasonably be expected to fit the investment objectives of one or more Fortress affiliates, Fortress anticipates that it will consider one or more of the following: the internal source of the investment opportunity; the objectives and investment programs of any such affiliate; any exclusive rights to investment opportunities that may have been granted to any such Fortress affiliate; the expected duration of the investment in light of a Fortress affiliate s objectives and investment program; the amount of available capital (including financing); the magnitude of the investment opportunity; regulatory and tax considerations; the degree of risk arising from an investment; the expected investment return; relative liquidity; likelihood of current income; regulatory requirements; and/or such other factors as Fortress deems to be appropriate. These factors provide substantial discretion to Fortress to resolve conflicts of interest arising from limited investment opportunities. The internal source of an investment opportunity will play a particularly important factor in allocation decisions and we anticipate that business combination opportunities sourced within Fortress Credit will be offered to us before such opportunities are offered to the Fortress PE blank check companies and that business combination opportunities sourced within Fortress PE will be offered to the Fortress PE blank check companies before they are offered to us. We do not believe that any potential conflicts with any other Fortress Credit blank check company or any Fortress PE blank check company would materially affect our ability to complete our initial business combination. While we expect that each of FVAC II and FVAC III will have priority over us with respect to acquisition opportunities until each completes its respective initial business combination, Fortress and our management team have significant experience in identifying and executing multiple acquisition opportunities simultaneously and we are not limited by industry or geography in terms of the acquisition opportunities we can pursue. In addition, future Fortress Credit blank check companies may differ in size from this offering and therefore different business combination opportunities that require more or less capital might be appropriate for one Fortress Credit blank check company but not the other. It is also possible that we will enter into exclusivity with respect to a transaction that is not ultimately consummated, and that during the applicable exclusivity period attractive opportunities will be offered and accepted by Fortress Credit blank check companies formed after us. Moreover, as discussed above, FCAC is, and any future Fortress PE blank check company will be, sponsored by Fortress PE, which is a separate and distinct business group from Fortress Credit, and our board of directors and the majority of our management team consist of different individuals than those that may be on the boards of directors and management teams of FCAC and any future Fortress PE blank check companies. Table of Contents Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. As a result, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor such fiduciary or contractual obligations to present such business combination opportunity to such entity. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. For more information on the entities to which our officers and directors currently have fiduciary or contractual obligations, please refer to Management Conflicts of Interest. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in such capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such eventuality. We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor to have all third parties, service providers (other than our independent registered public accounting firm), prospective target businesses and Table of Contents other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors in this prospectus. Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. December 31, 2020 Actual Balance Sheet Data: Working capital (deficiency) $ (62,459 ) Total assets $ 87,534 Total liabilities $ 67,334 Stockholder s equity (deficit) $ 20,200 If no business combination is completed within 24 months from the closing of this offering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within such 24-month time period. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001828438_z-work_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001828438_z-work_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..dc0bdc82decd8fdc0b747cd0ff5cba0cb230f597
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001828438_z-work_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: anchor investor or PSAM are to P. Schoenfeld Asset Management LP, an institutional investor that is a qualified institutional buyer within the meaning of the U.S. securities laws, which will become a member of our sponsor upon the consummation of this offering and has expressed to us an interest to purchase 9.9% of the units in this offering, as further described herein; common stock are to our Class A common stock and our Class B common stock, collectively; founder shares are to shares of our Class B common stock held by our initial stockholders prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); Jefferies are to Jefferies LLC, a Delaware limited liability company, and the sole book-running manager of this offering; management or our management team are to our officers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and members of our management team to the extent our initial stockholders and/or members of our management team purchase public shares; provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor (or permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers of our private placement warrants or executive officers or directors (or permitted transferees); sponsor are to Z-Work Holdings LLC, a Delaware limited liability company; trust account are to the trust account in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, into which we will deposit certain proceeds from this offering and the sale of the private placement warrants; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchaser of the private placement warrants or its permitted transferees; and we, us, Company or our company are to Z-Work Acquisition Corp. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Overview Z-Work Acquisition Corp. is a newly formed blank check company incorporated as a Delaware corporation for the purpose of creating a business merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We will not be limited to any particular industry, sector or geographic region in our identification and acquisition of a business combination target. Nevertheless, we were created to take advantage of transformative macro and micro 1 Table of Contents trends occurring domestically and internationally, driven by the impact of technology on how work is executed, facilitated and enhanced. We believe that this focus will allow us to identify many high growth-potential, tech-driven and tech-enabled targets for a desirable business combination. Our officers, director nominees and strategic advisors have decades of critical operational experience and expertise, with both public and private companies, which we believe gives us a compelling advantage in terms of sourcing robust opportunities and leveraging those opportunities into high-performing ventures. We are committed to bringing our operational experience to bear as an important additive catalyst for growth, in order to accelerate the foundational success of our target s management team. In a time when financial support is becoming more commoditized, we feel strongly that proven operational success, demonstrable experience and a track record of growth will be important differentiators that will afford us a competitive advantage in sourcing and partnering with growth companies. Focusing on the Transformation of Work Although technology has become commonplace in nearly every sector of the economy, it is our belief that some sectors are experiencing technological disruption and transformation more rapidly. Work, in all its forms, is being fundamentally disrupted and transformed as companies both big and small recognize the power of technology to improve worker productivity, satisfaction and, ultimately, their bottom lines. The most visible aspect of this trend is the emergence of marketplaces facilitating new and more efficient modes of interaction between employers and workers. But we believe the landscape of opportunities is broader, including critical products and services that support small and medium-sized ( SMB ) and enterprise companies on the one side, and workers (including gig workers, independent contractors, temps and others) on the other. We plan to target high growth, technology-based and technology-enhanced companies that provide such products and services. Because technology is disrupting core components of how work is done across sectors, industries and geographies, and at an accelerating pace, we believe there is a large and fruitful range of targets that fit our focus and can benefit from our leadership team s experience. Our focus is not dependent on the impact of the COVID-19 virus, although the pandemic has accelerated existing secular trends and highlighted the potential impact of these structural changes in such diverse areas as video meetings and telemedicine. Despite the disruption to the global economy, many companies focused on the transformation of work through technology have experienced phenomenal growth over the last year. For example, the share price of Upwork (a marketplace for freelancers) is up 250% from its pre-COVID-19 levels, Etsy (a marketplace for homemade goods) is up 190% and Zoom (video conferencing) is up almost 300%. There are a broad range of private companies which are also benefiting from this transformation, and we believe they form a large set of potentially attractive target companies. The Z-Work Team Our management team, director nominees and strategic advisors have collectively decades of direct management experience growing public and private companies via organic growth, acquisitions and strategic mergers. This experience provides a key foundation that we believe will allow us to source the exceptional opportunities and enhance the innate qualities of a future partner company. Executive Co-Chairman, Doug Atkin Doug Atkin has been an investor, analyst, founder and senior executive in the financial technology industry for over 25 years. He is currently Co-Founder and Managing Partner at Communitas Capital, a venture fund he launched in 2018 with Tom Glocer (former CEO of Reuters) and Duncan Niederauer (former CEO of NYSE). Doug s career began in 1984 at Instinet, the world s first electronic stock exchange. He was the company s 22nd employee, and rose to become its CEO and lead its $464 million IPO. In 2002, he co-founded Efficient Frontiers, a consulting and research firm specializing in trading technology, regulation and market structure. Doug was also the CEO of Majestic Research from 2004 to 2008, a data-driven research firm catering to large global fund managers, which was acquired by ITG (NYSE: ITG) in 2010. In addition, from 2010 to 2014, Doug ran Guggenheim Partners venture capital business. In 1999, New York Magazine selected Doug as one of its Top New Yorkers for his leading role in redefining the financial marketplace, and in 2000, Institutional Investor profiled him as one of its top 40 individuals making the greatest impact on e-finance. Doug has served as a board member for Instinet and Tibco Software. Doug has a Bachelor of Arts degree from Tuft University. (Doug is not related to our Chief Community Advisor and Director Nominee, Douglas Atkin.) 2 Table of Contents Executive Co-Chairman, Chris Terrill Chris has had a long career leading and growing large digital marketplaces that are the brand leaders in their respective categories. From 1999 through 2005 he had several senior roles for Match.com (NASDAQ: MTCH) including head of marketing as well as leading new business launches such as Chemistry.com. From 2005 to 2006 Chris was head of marketing and product at Blockbuster Online (NYSE: BBI) and then joined Nutrisystem (NASDAQ: NTRI), where he served as SVP of eCommerce and then CMO and EVP of Ecommerce from 2007 to 2011. In 2011, Chris became CEO of ServiceMagic a subsidiary of IAC (NASDAQ: IAC), which he rebranded as HomeAdvisor and grew to become the largest home services marketplace in the world. In 2017, HomeAdvisor acquired Angie s List through a reverse merger, creating a new public company, AngiHomeServices (NASDAQ: ANGI), which Chris led through 2018. Chris serves on the boards of Realogy (NYSE: RLGY) and DataAxle (formerly InfoGroup) and recently joined Porch.com (a private company that has agreed to merge with blank check company PropTech Acquisition Corporation and expects to become a Nasdaq-listed public company when that merger is completed) as well as privately held Vacasa.com, the leading platform for vacation rental management. In the past he served on the board of privately held Neat.com and was on the advisory board of SafeGuard Scientifics (NYSE: SFE). He has a Bachelor of Science from the University of Texas as well as an MBA from University of Houston s Bauer College of Business. President and Chief Financial Officer, Adam Roston Adam has nearly two decades of experience investing in and operating consumer and B2B technology businesses. He spent the last 9 years in various roles at IAC (NASDAQ: IAC), most recently responsible for identifying and developing IAC s future of work acquisitions. From 2018 to 2020 Adam was a Board member and then CEO of Bluecrew, a technology platform connecting hourly workers with W2 employment, which was named one of the World s Most Innovative Companies by FastCompany in 2020, as well as Executive Chairman of NurseFly, a marketplace connecting travel nurses with job opportunities across the United States from 2019 to 2020. From 2016 to 2019, Adam was CEO of IAC Publishing, a division of IAC including Dotdash, Investopedia, Dictionary.com, Ask Media Group and DailyBeast. Under his leadership the division went from losing approximately $12 million of EBITDA in the quarter he became CEO to generating approximately $70 million of annual EBITDA two years later. Adam began his career at IAC in 2011 as a Vice President of M&A and was subsequently promoted to be the Senior Vice President of M&A, responsible for all M&A and investments across IAC s portfolio of over 150 digital brands, along with the identification of new opportunities outside of IAC s core focus areas. Prior to IAC, from 2006 through 2011 Mr. Roston held progressively larger roles on the Corporate Development team at Microsoft (NASDAQ: MSFT), spending his final two years leading M&A for Microsoft s two enterprise software divisions. Adam began his career in investment banking at Merrill Lynch, spending two years based in London and two years in Palo Alto. He has a Bachelor of Arts in Economics and Philosophy from the University of California at San Diego. Chief Community Advisor and Director Nominee, Douglas Atkin Douglas was Global Head of Community at Airbnb from 2012 to 2017. He was also on its Leadership Team. At Airbnb, he developed the company s and the community s Purpose, led all community initiatives, including grassroots activism by hosts to change laws, and was Architect of Airbnb s Purpose, Core Values and Culture. Since 2018 Doug has been an independent consultant for a variety of companies. He is Co-Founder (with Brian Chesky) and Chairman of Peers, a global movement for the Sharing Economy. Douglas is also Co-Founder of Purpose, an organization that mobilizes millions for social change. He is a former board member of AllOut.org, the world s largest LGBTQ movement, former Partner and Chief Community Officer at Meetup, the world s largest network of communities and a former brand strategist and partner at leading New York and London advertising agencies. Douglas has a Bachelor s degree in English Literature from the University of Sheffield. (Douglas is not related to our Executive Co-Chairman, Doug Atkin.) Strategic Advisor, Tom Glocer Tom has been an active investor since he stepped down as Chief Executive Officer of Thomson Reuters in 2011. Prior to April 2008, Tom was CEO of Reuters. He joined Reuters in 1993, holding a number of leadership positions within the organization prior to becoming CEO in 2001. Tom practiced law at Davis Polk & Wardwell in New York, Paris and Tokyo from 1984 to 1993. He is a director of Merck & Co., Inc., Morgan Stanley, Symphony Communications (observer), Publicis Groupe, K2 Integrity, Inc., the Cleveland Clinic and the Atlantic Council. 3 Table of Contents He is Executive Chairman and Co-Founder of BlueVoyant LLC and Capitolis, Inc. and is a Co-Founder of Communitas Capital. Tom is also Chairman of Istari Global Limited and serves on The International Advisory Group of Linklaters LLP. Tom has served on several academic and not-for-profit organizations and advisory councils, including the American Law Institute, the Council on Foreign Relations, the International Business Council of the World Economic Forum, the Columbia Global Center (Paris) Advisory Board, the President s Council on International Activities at Yale University, the Yale Law School Association Executive Committee and the European Business Leaders Council. Tom holds a bachelor s degree in political science from Columbia University and a J.D. from Yale Law School. Strategic Advisor, Duncan Niederauer Duncan has been an operator, investor and senior executive in the global financial services industry for over 30 years. He served as the CEO of NYSE Euronext from 2007 to 2014. Duncan was a partner at Goldman Sachs, where he worked from 1985 to 2007, and during his later years there ran their electronic trading business and co-managed their equities and strategic investment businesses. Duncan is a Founding Partner and Managing Member of Transcend Wealth Collective, an independent investment advisory firm, and a Co-founder of Communitas Capital. He also sits on the boards of First Republic and Realogy Holdings. He has received numerous career distinctions and honors, including the John C. Whitehead Award for leadership and was recognized as an Honorary Commander of the British Empire (CBE) in 2013 for his efforts to advance the peace process in Northern Ireland. An active supporter of the military, Duncan sits on the Leadership Council of the Bob Woodruff Foundation and the board of Team Rubicon. Duncan earned a BA from Colgate University and an MBA from Emory University. Director Nominee, Mandy Ginsberg Mandy is currently on the board of directors of Uber, since February 2020. From December 2017 to March 2020, she served as the Chief Executive Officer of Match Group Inc., where she was responsible for the growth of a portfolio of industry-leading dating brands including Tinder, Match, Hinge, OkCupid, Meetic and PlentyOfFish. Mandy served in various roles at Match Group for over 12 years, driving growth, delivering breakthrough marketing campaigns, expanding internationally in emerging markets, spearheading the use of matching algorithms and establishing online dating as part of everyday culture. During her time at Match, Mandy served as the CEO of Match Group Americas from December 2015 to December 2017, where she was responsible for the Match.com, Match Affinity Brands, OkCupid, PlentyOfFish, ParPerfeito and overall North and South American expansion. Additionally, in 2014 Ms. Ginsberg was named CEO of The Princeton Review, where she added online services to the company s offerings, including tutoring and college counseling for a new generation of students. Ms. Ginsberg previously served on the board of directors of Care.com from February 2012 to December 2014, Match Group, Inc. from December 2017 to March 2020 and J.C. Penney Company from July 2015 to December 2020. She holds an undergraduate degree from the University of California at Berkeley and an MBA from The Wharton School of the University of Pennsylvania. Director Nominee, David Niles David is Founder and President of G100 Companies and CEO of SSA & Company, which positions he has held since 2004. He currently sits on the board of Leading Edge Aviation, a portfolio company of Vance Street Capital, and Heritage Environmental Services. He is an investor in private companies and venture capital funds. David is Chairman of the board of the Deming Center for Quality and Competitiveness at Columbia Business School and is a member of the Gotham Chapter of YPO. David has extensive experience in building businesses, as a strategic advisor, private equity investor, and operating executive. Previously, David was a Partner at Castling Group, a management consulting firm and private equity fund with offices in New York, San Francisco and Los Angeles. Prior to Castling, David was a member of Booz, Allen and Hamilton s Media and Entertainment Practice, where he worked on numerous strategic and growth-related initiatives. David also has extensive experience with corporate operations, having run corporate development efforts for a division of Bertelsmann AG and having served as a Senior Advisor to the CEO of the Signature Group, a $1 billion membership-services company now owned by GE Capital. David started his career as an Account Executive with Ogilvy and Mather, where he led marketing programs for American Express. He holds an MBA, with distinction, from Columbia Business School and a BA from the University of Virginia. 4 Table of Contents The Value Proposition We Offer to Target Companies The Z-Work management team, director nominees and strategic advisors bring a set of operational skills and transaction experience that we believe will be highly valued by target companies: Operating Experience and Skills Z-work s officers, director nominees and strategic advisors have extensive experience serving in senior positions in organizations across the corporate life cycle, from start-ups to multi-billion-dollar public companies. The Z-Work team understands the important issues entrepreneurs and senior executives need to get right when building high-growth enterprises. The Z-work team possesses a wide array skills across key functional areas that can add significant value to target companies. Marketplace Building and Data Monetization Most marketplaces fail, but when they succeed, they are often powerful business. Our Executive Co-Chairmen, Doug Atkin and Mr. Terrill, understand the ingredients necessary to build successful ones. Our Executive Co-Chairman Doug Atkin was one of the key architects who built Instinet into the largest electronic marketplace for equity trading. At its peak and while Doug Atkin was CEO, Instinet traded ~30% of all Nasdaq volume. Mr. Terrill has developed leading marketplaces in on-line dating (Match.com) and the gig economy (HomeAdvisor/ Angie s List). Mr. Roston was a senior executive at IAC which owns and has owned numerous successful digital marketplaces including Match Group and ANGI Homeservices. Doug Atkin also has extensive experience in data monetization. He was CEO of Majestic, an early data-driven research firm servicing the world s largest fund managers. Marketing and Branding Expertise Mr. Terrill has proven success in developing successful online and off-line marketing strategies, including at Match.com and HomeAdvisor. Our Chief Community Advisor and Director Nominee Douglas Atkin is the author of The Culting of Brands, an analysis of the process of branding that offers insights into how companies can cultivate near-fanatical customer loyalty, attract and retain consumer population segments and foster loyal employees. Community Building Our Chief Community Advisor and Director Nominee, Douglas Atkin is one of the foremost experts in community building. In an increasingly competitive business environment, where consumers can easily hop from one online service to another, building online and off-line communities is critically important, and a strong community keeps customers connected, lowering churn and increasing overall satisfaction. At Airbnb, Douglas Atkin developed the company s and community s Purpose, led all community initiatives and was Architect of the company s and community s values and culture. As Partner and Chief Community Officer at Meet-Up, Douglas Atkin helped build the world s largest network of communities. Similarly, Mr. Terrill oversaw strong communities at both Match.com and HomeAdvisor/Angie s List. Mr. Roston oversaw the hyper growth of communities of hourly workers at both Bluecrew (blue collar work) and NurseFly (nursing). Transactions: IPOs, M&A and Deal Flow Z-Work s team has deep experience taking companies public and executing M&A transactions. Doug Atkin led Instinet s $464 million IPO and Mr. Terrill led HomeAdvisor s $700 million reverse merger with Angie s List. While at HomeAdvisor, Mr. Terrill led the acquisitions of CraftJack, MHelpDesk, Felix, Techstars, WerkSpot and Handy. Mr. Roston has over 15 years of M&A experience and has completed over 50 M&A transactions with a combined value of over $75 billion. On a combined basis, our management team members, director nominees and strategic advisors have made over 150 private company investments, including a number of investments alongside leading private equity and venture funds. Z-Work s management team members, director nominees and strategic advisors have extensive networks, which provide them with access to deal flow from corporations, private equity funds and others. Given Z-Work team members operating experience and reputations, CEOs often approach them for advice, and many of those approaches have led to investment opportunities. 5 Table of Contents Acquisition Criteria In identifying acquisition targets, we will prioritize several important attributes that we believe are critical for future success: Demonstrated, sustainable growth potential We believe that demonstrated, sustainable growth potential is a key determinant in identifying a strong target business and is one of the best indicators of future success. Our collective experience, knowledge and skills as seasoned operators in high growth environments provides a distinct advantage to our team in terms of identifying and selecting strong business combination targets and assessing the sustainability of past performance and the potential for strong growth in the future. Management that can drive innovation It can be easy to misidentify the core drivers of management success, mistaking charismatic zeal or technological wizardry for substantive success. Our deep experience as operators of high growth, tech-enabled companies, as well our collective experience with mergers and acquisitions, venture investments and portfolio company analysis, create a strong foundation for identifying management teams that can drive the innovations necessary to succeed in a complex technology environment. Companies that are scalable, with a large addressable market As seasoned operators of companies and marketplaces with proven scale and large addressable markets, we understand how to analyze a company s market opportunity, near-term and long-term. Without tested operational knowledge and skills, it is easy to overestimate or underestimate the true addressable market of a company, as well as the likelihood of it successfully scaling its business. We believe that our experience gives us an advantage in evaluating targets addressable markets and probability of successfully scaling over time. Strong, clear value proposition We will look for target businesses with strong and resonant value propositions. How does a company s value proposition give them advantages over their competition? How are products and services built and refined in relation to the value proposition? Is the value proposition strong enough to scale and take market share in a large addressable market? With decades of experience growing and scaling leading brands and companies with unique value propositions, we can identify companies best positioned to exploit strong value propositions. Quantitative rigor and discipline The most successful high growth, tech-driven and tech-enabled companies use data and data analysis with rigor, which allows them to scale quickly and take market share in large addressable markets. We believe that our deep operating experience will allow us to understand, analyze and assess the core metrics of a target company in order to comprehend its drivers and its potential. Engagement with demographic trends We consider demographic trends to be of critical importance in today s rapidly evolving technology environment, and we believe the best target companies are those that can tap into these trends. Our operating track records demonstrate our ability to understand demographic trends and leverage them successfully, creating long term sustainable growth. We will seek the same ability in our target businesses. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations and factors that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission. Our sponsor may form, and our officers and directors may become an officer or director of, one or more other special purpose acquisition companies, each with a class of securities intended to be registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to the completion of our initial business combination. 6 Table of Contents Initial Business Combination Nasdaq rules require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if any, and excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business for the post-acquisition company to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target or assets sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for the purposes of a tender offer or for seeking stockholder approval, as applicable. The net proceeds of this offering and the sale of the private placement warrants released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. In addition, we may be required to obtain additional financing in connection with the closing of our initial business combination to be used following the closing for general corporate purposes as described above. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsor, officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs 7 Table of Contents in connection with our search for and completion of our initial business combination. Our amended and restated certificate of incorporation will provide that, following this offering and prior to the consummation of our initial business combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of this offering or (y) amend the foregoing provisions, unless (in connection with any such amendment to our amended and restated certificate of incorporation) we offer our public stockholders the opportunity to redeem their public shares. Business Combination Process In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We will also utilize the expertise of our management team in analyzing potential target companies and evaluating operating projections, financial projections and determining the appropriate return expectations given the risk profile of the target business. We are not prohibited from pursuing an initial business combination with an initial business combination target that is affiliated with our sponsor, officers or directors or making the initial business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with an initial business combination target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such an initial business combination is fair to our company from a financial point of view. Each or our initial shareholders, officers and directors has or may in the future have fiduciary or contractual obligations to other entities pursuant to which they are or will be required to present a business combination opportunity. Accordingly, if any of them becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that these fiduciary duties or contractual obligations will not materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Corporate Information Our executive offices are located at 575 Fifth Avenue, 15th Floor, New York NY 10017, and our telephone number is 626-867-7295. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. 8 Table of Contents In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. 9 Table of Contents THE OFFERING
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001828608_compute_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001828608_compute_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3edb2d3bf3bf4fb5aa6e8fe068c98c148542a907
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001828608_compute_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: certificate of incorporation are to our amended and restated certificate of incorporation, which will be adopted prior to the consummation of this offering; common stock are to our Class A common stock and our Class B common stock, collectively; equity-linked securities are to any securities of our company that are convertible into or exchangeable or exercisable for common stock of our company; founder shares are to shares of our Class B common stock outstanding as of this offering and the shares of our Class A common stock that may be issued upon the conversion thereof as described herein; initial stockholders are to our sponsor and the other holders of our founder shares prior to this offering; Compute Health, Compute, Company, our, we, or us are to Compute Health Acquisition Corp.; management or our management team are to our officers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and members of our management team to the extent they purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to (1) our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and (2) any private placement warrants or warrants issued upon conversion of working capital loans that are transferred to third parties that are not initial purchasers or permitted transferees following the consummation of our initial business combination; Representative are to Goldman Sachs & Co. LLC, as representative of the several underwriters of this offering; specified future issuance are to an issuance of a class of equity or equity-linked securities to certain purchasers, which may include affiliates of our management team, that we may determine to make in connection with financing our initial business combination; sponsor are to Compute Health Sponsor LLC, a Delaware limited liability company (an entity established by Ophir Holdings LLC), in which each of our officers and directors is, directly or indirectly, a member; and warrants are to our redeemable warrants, which includes the public warrants and private placement warrants, as well as any warrants issued upon conversion of working capital loans upon consummation of our initial business combination, collectively. 1 Table of Contents Each unit consists of one share of Class A common stock and one-quarter of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture by our sponsor of an aggregate of 2,812,500 founder shares. Our Company We are a newly incorporated blank check company incorporated on October 7, 2020 as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination targets. We intend to capitalize on the ability of our management team to identify, acquire and operate businesses across a range of sectors that may provide opportunities for attractive long-term risk-adjusted returns. While we may pursue an acquisition opportunity in any industry or sector, we intend to focus on opportunities that are emerging at the intersection of computation and healthcare. Data access, artificial intelligence, or AI, algorithms and computational power feed each other in an endless cycle, rapidly creating opportunities for new streams of innovation. Technology companies are also creating a software development environment where subject matter experts with limited AI algorithm experience can quickly build solutions. These dynamics are rapidly creating a new era of growing computational power and AI. We see the application of this growing computational power and AI to healthcare as ubiquitous, from the home to primary and secondary care services. Many companies and services have adopted mobile and cloud computing and are moving quickly to computational intelligence, or CI, often at the point of care, or edge . In imaging services such as ultrasound, the increasing speed of image generation combined with the ability to use algorithms at the edge promises to expand the use of these services in existing as well as new care settings. In operating rooms, computational intelligence has the potential to reduce variability and ultimately power surgical guidance. Data and analytics applied to healthcare delivery in hospital and community care is rapidly moving towards enabling better standardization and personalization of care pathways. We also believe that low latency connectivity, such as 5G, across the healthcare industry will continue to change and push the computational intelligence interface even closer to patients. We believe that this era of growing computational power and AI will provide patients with better access to healthcare and augment our ability to deliver better care. We believe that this disruption is just starting and will scale over the next decade. Our Founders Our team of founders is led by Omar Ishrak, Chairman of our board of directors, Jean Nehm and Joshua Fink, co-Chief Executive Officers. Collectively, they possess seasoned operational expertise and sector knowledge with a deep understanding of computation, data and AI. They include sector leaders that have been at the helm of multibillion dollar blue-chip companies as well as emerging technology companies where computation has been core to the value proposition. We believe that Dr. Ishrak, Dr. Nehm and Mr. Fink form a compelling leadership team, collectively providing seasoned industry, operational and public company expertise. As a team, we believe they have deep insights into the future of medicine and an ability to identify disruptive opportunities at the intersection of healthcare and technology. They also have broad and deep access to diverse sources of capital and longstanding relationships both in the industry and in the broader global business community. 2 Table of Contents Dr. Ishrak is a seasoned public company leader and operator at the intersection of healthcare and technology, having served as CEO of Medtronic from 2011 until April 2020 and served as Executive Chairman and Chairman of the Board of Directors until he stepped down in December 2020. Since 2017, Dr. Ishrak has also served on the board of Intel Corporation ( Intel ) and is currently the Chairman. He has demonstrated a strong track-record of delivering value for shareholders, creating over $90 billion in market capitalization appreciation at Medtronic during his tenure as CEO, as well as broad acquisition experience, including Medtronic s transformational acquisition of Covidien for approximately $50 billion in 2014. Dr. Ishrak has promoted diversity, equality and inclusion throughout his career, establishing Medtronic Diversity Network and was instrumental in Medtronic obtaining the Catalyst Award in 2020. In addition to his industry knowledge, operational expertise and leadership experience, Dr. Ishrak brings deep and wide relationships in the global healthcare and technology landscapes. Dr. Nehm co-founded Digital Surgery Limited ( Digital Surgery ) while training in plastic surgery in London. He completed a masters in surgical technology at Imperial College London. Digital Surgery was a pioneer in real-time AI in the operating room and was acquired by Medtronic earlier this year. His background as a successful entrepreneur at the cutting edge of medical devices and technology provides him with a deep understanding of the dynamic landscape in our target areas and insights into the future of computation applied to healthcare. Mr. Fink is the Managing Partner of Ophir Holdings, Inc., a private investment company, which invests across a broad spectrum of industries, including technology and healthcare. Mr. Fink is also the vice chairman of Electrum Group LLC. Building on his extensive financial and investing experience, he brings expertise in financial markets, extensive knowledge of acquisition processes, deep and wide relationships with some of the largest pools of capital globally and access to the broader business community. We believe that the combination of these diverse backgrounds and experiences gives us unique insights into the present and the future of both healthcare and technology a lens into what exists and what could be and an ability to remain nimble while leveraging the power of large company scale. This means that we are able to engage and support the growth of companies on both sides of the technology adoption curve. We believe that we have a strong understanding of financial and transactional mechanisms across healthcare and that we will be able to support and grow potential target businesses with computational knowledge, as well as a rich network of customers. Our founders have a unique network across traditional public and private markets and the companies and investors that occupy both. We believe that the experience and expertise of our founders will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination and bring value to the business following our initial business combination. Our objective is to generate attractive returns for stockholders and enhance value through both operational improvements and new initiatives to expand the target business organically and/or through strategic acquisitions. Our founders past experiences provide a unique set of skills that other companies may not possess. We believe that our founders expertise, experience and network in the technology, healthcare and medical device sectors provides us with a significant advantage in identifying attractive investments and consummating an initial business combination that will be well-received in the public markets. Acquisition Strategy The past few years have seen the doubling of computational power at a rate significantly faster than Moore s Law. Concurrently, technological devices have steadily progressed to incorporate a growing component of data analytics at their core, with computational capabilities increasingly shifting from the cloud to the edge. While edge devices used to mostly collect and send data to the cloud for further processing and analysis and thus play a limited role in the computational process, these devices increasingly incorporate data analysis capabilities at the source, removing any network latency and allowing for faster response times and real-time action. It is, however, an endless cycle with sophisticated algorithms having access to even more data being developed in the cloud. We believe that medical devices have remained largely insulated from these two converging trends, driven by the relative lack of knowledge and capabilities to bridge technological progress and medical applications, despite healthcare data now representing approximately 5% of all the data in the world. For example, while a computed tomography, or CT, image may require 10 to 20 minutes for an expert 3 Table of Contents to read it, we believe that an algorithm could currently read the same image in under a minute, with the likelihood to significantly improve in line with more powerful computational power. This increase in computational power in healthcare is estimated to have the potential to save $300 billion dollars solely in the United States, and AI alone is expected to represent an approximately $45 billion market within healthcare by 2026, an increase from approximately $4.9 billion in 2020, representing approximately 45% growth per annum over a 6-year period. We believe that while mature players within healthcare are only catching on to the possibilities offered by computational progress, earlier-stage, more nimble companies lack the capabilities, financing and velocity to tackle this technological opportunity at scale. We believe that the experience and expertise of our founders across medical and technological innovations will allow us to bridge both worlds and further accelerate the computational opportunity within healthcare. Further, we believe that our management team s experience combined with the opportunity that lies at the intersection of computation and healthcare may generate substantial returns over time. We intend to focus on healthcare businesses that are already leveraging or have the potential to leverage computational power, with an emphasis on companies in the medical device space, including imaging and robotics. We are also interested in companies operating in the virtual care space, including telehealth, care delivery and next-generation payor and provider models. We believe that our knowledge, experience and expertise will add significant value to this space. However, our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. Our founders possess a strong combination of executive, strategic, operational, financial and transactional experience in these sectors, and have demonstrated a strong track record of creating significant shareholder value at medical device companies at the forefront of technological advancement, such as Medtronic, Digital Surgery and GE Healthcare Systems. We believe that the experience and expertise of our founders will make us an attractive partner to potential target businesses and bring value through their ability to: bring credibility and access to the global provider and payer network; contribute experience and knowledge around specific healthcare needs and workflows within defined medical specialties; create commercial relationships with key healthcare players; provide deep insight into the future of technology and healthcare, and identify the players who are best positioned to transform the landscape at the intersection of computation and healthcare; implement, where needed, and/or accelerate the scaling of technological innovation, leveraging computation, data and AI; identify and implement underexploited computational improvement opportunities to reshape the growth trajectory; and provide access to capital and other resources through longstanding relationships with the global business and finance community. When assessing targets, our selection process will capitalize on our founders extensive network of relationships, technological expertise, deep industry knowledge, acquisition experience and deal sourcing capabilities to access a broad spectrum of opportunities. More specifically, when searching for acquisition opportunities our founders will rely upon its following key strengths: deep and broad network of relationships with chief executive officers, founders, family owners and private equity sponsors to create a significant pipeline of opportunities; extensive experience in sourcing, structuring, assessing, acquiring, operating, developing, growing, financing and selling businesses; 4 Table of Contents ability to identify private businesses at the intersection of computation and healthcare that we believe will be well received in the public markets based on deep understanding of public market performance and requirements; significant M&A experience, including in consummating transactions at attractive valuations across a wide range of product categories; and history of serving on public company boards and leading public companies to effect change. In addition to our own sourcing and evaluation capabilities, we have built a board of directors that comprises other leading executives who we expect will deepen our expertise and broaden our network of relationships. Upon completion of this offering, we will communicate with our global network of relationships to articulate the parameters for our search for a potential business combination and begin the process of pursuing and reviewing potential opportunities. Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire a company that we believe: lies at the intersection of computation and healthcare, leveraging the power of technological innovation to provide improved efficiency and outcomes, better access to healthcare, and/or streamlines the healthcare pathway; approaches the marketplace with a computational angle, and/or has the potential to benefit and grow through integrating AI; has the potential for a leading position in an attractive segment, with market growth potential in the hospital and community setting; possesses technological and scientific differentiation with scale potential, offering competitive advantages in the markets in which it operates and which can benefit from access to additional capital as well as our industry relationships and expertise; exhibits significant long-term growth prospects, with multiple, diverse drivers of those growth prospects; offers the opportunity for our management team to partner with established leadership teams or business owners to achieve long-term strategic and operational excellence; offers the potential for an attractive risk-adjusted return for our stockholders; and can benefit from being, and is prepared to be, a publicly owned company with access to broader capital markets to help achieve the company s business strategy and capital structure needs. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. 5 Table of Contents In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. Our Management and Board of Directors Our team is led by Dr. Ishrak, Dr. Nehm , and Mr. Fink, who collectively have extensive experience building, identifying, acquiring, operating and creating stockholder value as the leaders of leading medical technology, tech-enabled and investment companies. Over the course of their careers, they have developed deep and broad networks of senior-level investment, private equity, venture capital and growth equity professionals, as well as business operators, entrepreneurs, corporate officers, board members, family office principals, investment bankers and institutional investors. Dr. Omar Ishrak, Chairman, serves as the Chairman of the Board of Directors at Intel (NASDAQ: INTC). Dr. Ishrak was CEO of Medtronic from June 2011 to April 2020 and served as Executive Chairman and Chairman of the Board of Directors until he stepped down in December 2020. As CEO of Medtronic, Dr. Ishrak focused the company around three long-term growth strategies of therapy innovation, globalization, and economic value. In addition, Dr. Ishrak engineered the transformative acquisition of Covidien a global manufacturer of surgical products and supplies for approximately $50 billion, the largest medical technology acquisition in the history of the industry. During Dr. Ishrak s tenure as CEO of Medtronic, the company s annual revenues almost doubled, and its market capitalization increased by more than $90 billion, producing a total shareholder return of approximately 220%, outperforming the S&P 500 by approximately 50%. Under his leadership, Medtronic completed over 50 mergers and acquisitions transactions, including Digital Surgery and Mazor Robotics, for a total cumulative value of over $60 billion, and added leading franchises in minimally-invasive, peripheral vascular and neurovascular surgery. In January 2020, Dr. Ishrak was named independent Chairman of the Board of Directors of Intel. Dr. Ishrak has served as a member of the Intel board since March 2017. Intel is a global technology company with $72 billion in annual revenue in 2019. Intel is an industry leader that creates world-changing technology that enables global progress and enriches lives. Prior to joining Medtronic, Dr. Ishrak was President and CEO of GE Healthcare Systems. He held several other roles at General Electric Company ( GE ) during his 16-year tenure. Earlier in his career, Dr. Ishrak amassed 13 years of technology development and business management experience, holding leadership positions at Diasonics/Vingmed, and various product development and engineering positions at Philips Ultrasound. While at GE, Dr. Ishrak was responsible for the acquisition of both Diasonics/Vingmed as well as Kretz Ultrasound; both companies were transformational for GE and the industry. He grew up in Bangladesh and earned a Bachelor of Science degree and Ph.D. in Electrical Engineering from the University of London, King s College. He is also a Fellow of King s College. He was inducted to the American Institute for Medical and Biological Engineering (AIMBE) College of Fellows in 2016 and was elected to the National Academy of Engineering in 2020. Dr. Ishrak serves on the Board of Directors of the Cleveland Clinic, a nonprofit academic medical center that is consistently named as one of the nation s best hospitals by U.S. News & World Report. He is also a member of the Board of Trustees of the Asia Society, the leading educational organization dedicated to promoting mutual understanding and strengthening partnerships among peoples, leaders and institutions of Asia and the United States in a global context. In addition, he is a member of the Minnesota Public Radio Board of Trustees. We believe that Dr. Ishrak s deep executive, technical, operational and transactional experience is unique among executives in the healthcare sector and will provide us access to attractive acquisition opportunities and valuable insights when assessing targets and operating acquired businesses. 6 Table of Contents Dr. Jean Nehm , co-Chief Executive Officer, co-founded Digital Surgery while training in plastic surgery in London. He completed a masters in surgical technology at Imperial College London. Digital Surgery was acquired by Medtronic in February 2020 to be integrated into the MITG Robotics division. Digital Surgery offers a suite of digital products to make surgery safer and less costly for health systems, using AI and data. Digital Surgery was a pioneer in real-time AI in the operating room and achieved the first real time algorithm running on a local edge computer that was able to predict surgical phases accurately. This represents the first step on the automation axis for surgical robotics. Digital Surgery is widely used by surgeons, health systems and medical device companies, such as major hospital systems, with a global reach of over 3 million users. Dr. Nehm earned multiple awards for his research in innovation and application of surgical technology and simulation. Dr. Nehm has presented at multiple international conferences and won the Founders Forum Singapore Rising Star award and the London Business School Deloitte Digital Health Award in 2015. We believe that his deep understanding of the healthcare industry and the computational and AI technology space coupled with his experience with founding, operating, and growing a highly successful business will provide the company with sector-specific expertise and insights into the future of computation applied to healthcare that can be leveraged as we assess the landscape of opportunities in our target areas, and ultimately effect a business combination. Joshua Fink, co-Chief Executive Officer, is the Managing Partner of Ophir Holdings LLC, which established our sponsor and whose resources are being used by our sponsor. Mr. Fink has a track record of both creating and unlocking substantial shareholder value in public and private companies globally. Mr. Fink is Vice Chairman of the Electrum Group LLC. The firm primarily invests in the mining sector, with a focus on precious metals. He was instrumental in the restructuring of the group as well as the acquisitions of various mining assets globally. He works closely with Electrum Group LLC s experienced team of operating, technical and financial professionals. Mr. Fink is a Senior Advisor at SoftBank Investment Advisors where he works actively on the deal team and strategic initiatives. He is a close advisor to 8VC, a leading Silicon Valley venture capital firm founded by Joe Lonsdale. Mr. Fink is the Managing Partner of Luma Bio-IT SPV, an investment vehicle focused on emerging to mid-sized companies in the Bio-IT and pharma-IT spaces. Luma Bio-IT SPV was an investor in Digital Surgery, along with 8VC, Balderton Capital and Redline. He is also a Founding Partner at Ascendant Capital Partners, a vertically integrated real estate investment and operating vehicle with an investment focus on urban hospitality, data infrastructure and technology-enabled multifamily assets. Mr. Fink holds a BA from the University of Pennsylvania. Osama Alswailem, MD, MA, Director Nominee, is the Chief Information Officer at the King Faisal Specialist Hospital & Research Centre. Under his leadership, the new Healthcare Information Technology Affairs department has successfully proven itself as an essential strategic partner for the Hospital, having implemented key projects which have resulted in international notoriety for the organization, enhanced patient experiences, process improvements and patient focused delivery models. Dr. Alswailem joined the King Faisal Specialist Hospital & Research Centre in 1996 and served as a Family Physician, Medical Informatics Consultant and the Medical & Clinical Informatics Director prior to his current role. In addition to his role as CIO, Dr. Alswailem serves as an Assistant Professor of Medical Informatics at Al Faisal University since 2010. He holds Bachelor of Medicine and Bachelor of Surgery (M.B.B.S.) and received his Primary Healthcare Diploma from King Saud University. Dr. Alswailem received his Master s in Biomedical Informatics and completed a Postdoctoral Fellowship from Columbia University. He has also completed the Program for Leadership and Development at Harvard Business School. Hani Barhoush, Director Nominee, is the Chief Executive Officer of Disruptive Investments at Mubadala Investment Company, the Abu Dhabi-based sovereign investor managing a US $232 billion portfolio spanning six continents with interests in multiple sectors and asset classes. He is also a member of Mubadala s Investment Committee, which is mandated with reviewing and approving all major investments to ensure they are in line with the company s strategy and meet its investment criteria. In his 7 Table of Contents role as CEO of Disruptive Investments, Mr. Barhoush is responsible for overseeing a number of business units including Ventures and Growth, Credit Investments, as well as investment programs in France, China, and Russia and CIS. He also oversees Mubadala Capital, Mubadala s wholly-owned subsidiary focused on 3rd party asset management. Since joining Mubadala in 2004, Mr. Barhoush has held a number of senior roles within the organization, in addition to leading the Mubadala Capital business since its inception in 2011. Prior to joining Mubadala, Mr. Barhoush was an investment banker with Merrill Lynch Pierce Fenner & Smith in New York, USA. Mr. Barhoush graduated from Georgetown University s Edmund A. Walsh School of Foreign Service with a Bachelor of Science in Foreign Services (B.S.F.S.) degree. He also holds a Master of Public Policy (M.P.P.) degree from Harvard University s John F. Kennedy School of Government, as well as a Juris Doctorate (J.D.) from Harvard Law School. Michael Harsh, Director Nominee, is a co-founder and Chief Product Officer of Terapede Systems, a digital X-ray startup that focuses on developing an ultra-high resolution medical flat panel X-ray detector. He co-founded Terapede in 2015. Prior to Terapede, Mr. Harsh had a 36-year career with General Electric (GE). He held numerous positions within GE and served as Vice President and Chief Technology Officer of GE Healthcare, a division of GE, where he led its global science and technology organization and research and development teams in diagnostics, healthcare IT and life sciences. In 2004, Mr. Harsh was named Global Technology Leader Imaging Technologies at the GE Global Research Center, where he led the research for imaging technologies across the company as well as the research associated with computer visualization and superconducting systems. Additionally, Mr. Harsh is a member of the boards of directors of Endra Life Sciences (NASDAQ: NDRA), Imagion Biosystems (IBX.AX), and EmOpti as well as being a member the Radiological Society of North America ( RSNA ), Research & Education Foundation Board of Trustees. He had previously served as a director for FloDesign Sonics until its acquisition by MilliporeSigma, a division of the Merck Group. He is also a McKinsey Senior Advisor and a consultant in the medical device industry. Mr. Harsh is a graduate of Marquette University, where he earned a bachelor s degree in Electrical Engineering. He holds numerous U.S. patents in the field of medical imaging and instrumentation. In 2008, Mr. Harsh was elected to the American Institute for Medical and Biological Engineering College of Fellows for his significant contributions to the medical and biological engineering field. Gwendolyn A. Watanabe, Director Nominee, is the Vice President and General Manager for the Smith and Nephew US Robotics organization. In this role, she runs an integrated strategic business unit with collaboration from core members of Global Strategic and Commercial Marketing, Research & Development, Logistics, Supply Chain, Q/RA, Manufacturing, Clinical and Medical Education, Commercial Training and Education, and other mission-critical areas of the Company. Prior to January 18, 2021, Gwen served as the Corporate Vice President of Global Corporate Development, Strategy and Strategic Relationships at Teleflex Incorporated. Ms. Watanabe joined Teleflex in July 2012 as a result of Teleflex s acquisition of Hotspur Technologies, Inc. She served as President and Chief Executive Officer of Hotspur beginning in 2009. Prior to this, she also served as a founding team member at Nellix Endovascular, Bacchus Vascular and AneuRx, all three of which were medical device start-up companies that were acquired. In addition, Gwen has been general partner of three venture funds and other private equity entities. Ms. Watanabe serves on the board of Misonix (Nasdaq: MSON) and formerly served on the Board of Directors of Hotspur Technologies (acquired by Teleflex), NovaSom (still privately held) and Practice Fusion (acquired by Allscripts). She holds an M.S. in Mechanical Engineering from Stanford University in the Design Division with an emphasis on Biomechanical Design, as well as an MBA from Harvard Business School with a focus on Finance and Marketing. She also holds a B.S. in Mechanical Engineering from the Massachusetts Institute of Technology where she simultaneously completed her pre-med requirements. 8 Table of Contents We believe our management team is well positioned to take advantage of the growing set of investment opportunities focused on the healthcare industry and that our contacts and relationships will allow us to generate an attractive transaction for our shareholders. Our founders have a strong understanding of financial and transactional experience across healthcare and believe we will be able to support target companies with a rich network of customers and strategic support. Our management team possesses seasoned operational expertise, deep sector knowledge of the broader healthcare industry, and an understanding of, and excitement for the application of computation to healthcare. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world. See the section of this prospectus entitled Management for a more complete description of our management team s experience. Our Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review, which may encompass, as applicable and among other things, meetings with members of the target s management and other employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will call upon Dr. Ishrak, Dr. Nehm and Mr. Fink s extensive experience, as well as their network of relationships with chief executive officers, board members and members of executive management teams to provide specialized insights into their areas of expertise as well as leverage their operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion that our initial business combination is fair to our company from a financial point of view from either an independent investment banking firm that is a member of FINRA or an independent accounting firm. Members of our management team will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to our initial business combination. Our officers and directors are from time to time made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with us. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. For more information, see the section entitled Management Conflicts of Interest. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. Our certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. 9 Table of Contents We have not yet selected any business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an acquisition opportunity in any industry or sector, we intend to focus on healthcare businesses that are already leveraging or have the potential to leverage computation power, with an emphasis on companies in the medical device space, including imaging and robotics, and companies operating in the virtual care space, including telehealth, care delivery and next-generation payor and provider models. Expressions of Interest Medtronic has expressed to us an interest to purchase an aggregate of up to 1,500,000 units in this offering at the offering price and we have agreed to direct the underwriters to sell to Medtronic such amount of units. Because this expression of interest is not a binding agreement or commitment to purchase, Medtronic may determine to purchase more, fewer or no units in this offering or the underwriters may determine to sell more, fewer or no units to Medtronic. In the event that Medtronic purchases such units (either in this offering or after) and votes its public shares in favor of our initial business combination, a smaller portion of affirmative votes from other public stockholders would be required to approve our initial business combination. PIF has expressed to us an interest to purchase an aggregate of up to 7,499,999 units in this offering at the offering price and we have agreed to direct the underwriters to sell to PIF such amount of units. Because this expression of interest is not a binding agreement or commitment to purchase, PIF may determine to purchase more, fewer or no units in this offering or the underwriters may determine to sell more, fewer or no units to PIF. In the event that PIF purchases such units (either in this offering or after) and votes its public shares in favor of our initial business combination, a smaller portion of affirmative votes from other public stockholders would be required to approve our initial business combination. Corporate Information Our executive offices are located at 1105 North Market Street, Suite 1300, Wilmington, DE 19801 and our telephone number is (212) 829-3500. Upon completion of this offering, our corporate website address will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus forms a part. You should not rely on any such information in making your decision whether to invest in our securities. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. 10 Table of Contents We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. 11 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001829427_powered_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001829427_powered_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..273de2c409eface48b9ffa0b3d7426dcb9939572
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001829427_powered_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; company, we, us, our, or our company are to Powered Brands, a Cayman Islands exempted company; founders are to Katherine Power, our Chief Executive Officer and Director, and Dana Settle, our Chairperson of the Board; founder shares are to our Class B ordinary shares outstanding as of this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); Greycroft are to Greycroft LP, a leading venture capital firm, and its affiliated entities, excluding our company and sponsor. initial shareholders are to our sponsor and each other holder of founder shares upon the consummation of this offering; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; our founding team are to our executive officers and directors (including our director nominees who will become directors at the consummation of this offering); private placement warrants are to the warrants sold to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shareholders are to the holders of our public shares, including our sponsor and founding team to the extent our sponsor and/or members of our founding team purchase public shares, provided that our sponsor s and each member of our founding team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares to be sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and sponsor are to PB Management, a Cayman Islands exempted limited liability company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. TABLE OF CONTENTS SUBJECT TO COMPLETION, DATED January 4, 2021 PRELIMINARY PROSPECTUS $200,000,000 Powered Brands 20,000,000 Units Powered Brands is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, PB Management, has agreed to purchase an aggregate of 4,166,667 warrants (or 4,566,667 warrants if the underwriters over-allotment option is exercised in full), at a price of $1.50 per warrant in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $6,250,000 (or $6,850,000 if the over-allotment option is exercised in full) that will close simultaneously with the closing of this offering. Each private warrant is identical to the public warrants sold in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders currently own an aggregate of 5,750,000 Class B ordinary shares (up to 750,000 of which are subject to forfeiture) which will automatically convert into Class A ordinary shares at the time of our initial business combination as described herein. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Currently, there is no public market for our securities. We have applied to have our units listed on the Nasdaq Capital Market ( Nasdaq ), under the symbol POWRU We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on Nasdaq under the symbols POW and POWRW , respectively, on the 52nd day following the date of this prospectus unless Credit Suisse Securities (USA) LLC inform us of its decision to permit earlier separate trading and we have satisfied certain conditions described herein. We are an emerging growth company and smaller reporting company under applicable federal securities laws and, as such, will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 34 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PER UNIT TOTAL Public offering price $ 10.00 $ 200,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 11,000,000 Proceeds, before expenses, to us $ 9.45 $ 189,000,000 (1) Includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting beginning on page 160 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200.0 million, or $230.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Sole Book Running Manager Credit Suisse , 2021 TABLE OF CONTENTS Overview We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to a potential initial business combination with us. Our Objective and Industry Opportunity Our objective is to create a next-generation consumer holding company by combining exceptional brands and leadership teams in beauty, wellness, and consumer-related industries to create long-term value for our shareholders. Our management team will leverage its category insights, technology and media expertise, and industry relationships to achieve our objective. Our management team s efforts to seek a suitable business combination target will be complemented by the experience and network of our Board of Directors. In addition, our management team and Board of Directors will utilize their extensive networks of seasoned industry operators and advisors to help us identify potential targets and effect the initial business combination in a more efficient process. We believe that our team and vision will make us an attractive partner for founders and owners in the industries in which we plan to pursue business combination targets. While we may pursue an initial business combination with a company in any sector, we intend to focus on beauty, wellness, and consumer-related businesses. We believe these industries are attractive for several reasons: Large Addressable Market Opportunity. Total global spend on beauty and personal care was approximately $500 billion in 2019 and has grown at a rate of approximately 5% from a total spend of approximately $400 billion in 2014, according to industry sources. Total global spend on health and wellness was approximately $1.5 trillion in 2015 and has grown at a rate of approximately 6% to approximately $2 trillion in 2020. Shift to Digital. Digital has emerged as a necessary core competency for consumer-related businesses to compete effectively in today s market. Digitally native, data-driven brands have a sustained structural advantage over incumbents as commerce, advertising, and brand experiences continue to move online. Consumer Demand for Authenticity. Increasingly conscious consumers particularly Generation Z ( Gen Z ) and Millennials are seeking brands with strong ethical platforms that actionably and authentically take a stand on environmental and social issues. According to The Brookings Institution, Millennials, Gen Z, and younger demographic groups now represent over 50% of the U.S. population. COVID-19 has also accelerated these paradigm-shifting trends. We believe there is significant opportunity to generate shareholder value at this moment in time by building a modern, best-in-class growth platform for the next generation of enduring brands that are rooted in social and environmental responsibility. Our Management Team Our management team is led by Katherine Power, our Chief Executive Officer, Dana Settle, the Chair of our Board of Directors, and Brianna Mobrem, our Chief Financial Officer, who each has significant experience building brands and investing in consumer-focused businesses. We believe our team s global network of relationships with brands, founders, operators, and investors will help us to identify attractive potential business combination targets and pursue significant value creation opportunities. Katherine Power is a serial entrepreneur, prolific consumer brand-builder, CEO, and investor focused on products and businesses that connect primarily with female Millennial and Gen Z consumers. Key themes of the brands that Ms. Power has built include sustainability, inclusivity, and transparency. As a founder and CEO, Ms. Power is known for efficiently scaling her businesses, expediting her brands commercial success, and building stellar executive teams. Her companies have collectively raised over $50 million in TABLE OF CONTENTS venture capital and strategic funding from well-known investors and corporations. Ms. Power currently serves as the CEO of Clique Brands, a global media and consumer brands company she co-founded in 2007 that combines the power of data science with its expert editorial team to create content and products that are highly relevant to Millennial and Gen Z consumers. Clique Brands is the parent company of the digital content sites WhoWhatWear.com and WhoWhatWear.co.uk, which collectively reach approximately 20 million consumers per month across web, newsletter, podcast, and social media. Clique Brands leverages its audience insights to develop consumer products in partnership with leading multinational big-box stores, department stores, and specialty retailers. The Who What Wear Collection has generated $400 million in cumulative retail sales since 2016. Annually, Clique Brands drives $40 million in retail sales across 400+ retail partners. Ms. Power also currently serves as the CEO of Versed, a carbon-neutral clean beauty brand she founded in 2018 under the umbrella of Clique Brands and then later spun out. Versed offers a line of accessibly priced clean skincare products sold through its own website and select channel partners representing 3,000 points of sale in the United States and Canada. The products are vegan, cruelty free, formulated with clean ingredients, and sustainably packaged. About one year after launch, Versed was ranked the #17 brand in facial moisturizers in the United States by sales, according to an industry source, alongside the most notable skincare brands of the last several decades. Versed has produced $20 million in lifetime revenue since launching in 2019. Most recently, Ms. Power co-founded Avaline in partnership with actress Cameron Diaz. Avaline sold nearly 120,000 bottles of wine in its first twelve weeks after launching in July 2020. Avaline is a clean wine brand that uses organic grapes and offers nutritional transparency. Avaline s first hero product, a blended white wine, had the third-highest sales by dollars of any wine in its category sold in United States food stores in the four weeks ending October 4, 2020, according to an industry source. Avaline has generated $2 million in revenue since launch and is currently available at over 2,000 retail outlets across the majority of the United States. Ms. Power s next beauty concept prestige color cosmetics brand Merit is expected to launch direct-to-consumer in January 2021 ahead of an exclusive distribution partnership beginning February 2021 with a leading multinational beauty retailer that operates over 500 stores across the Americas. Ms. Power started her career as the West Coast Editor of Elle Magazine. Her accolades include Fortune s 40 Under 40, Fast Company s Most Innovative Companies, Adweek s Creative 100, and Inc. s 20 Young Entrepreneurs to Watch. Dana Settle is a founding partner at Greycroft, a venture capital firm, where, in addition to serving on the investment committee, she has also been responsible for raising over $2 billion in total capital commitments. In October 2020, Greycroft announced the closing of two new funds totaling $678 million in capital commitments. Since Greycroft s inception in 2006, Ms. Settle has led investments in technology-enabled, consumer-focused businesses including Acorns, Anine Bing, Avaline, Bird, Bumble, Clique Brands, Goop, Happiest Baby, Merit, Prima, Scopely, Seed, The RealReal (Nasdaq: REAL), Thrive Market, and Versed. Ms. Settle and Ms. Power s working relationship first began when Ms. Settle led Clique Brands Series A financing in 2012. At the time, Clique Brands web properties, email newsletter, and social media accounts collectively attracted a monthly audience of approximately 2.6 million. Clique Brands has since scaled its monthly audience to approximately 20 million, as of September 2020, and expanded into new media formats and brand and product development. Ms. Settle has materially contributed to Clique Brands growth through her digital and technology expertise, deep network across the omnichannel retail ecosystem, and implementation of strong corporate governance practices as a Board member. Ms. Settle has also led the Seed or Series A financings for all of Ms. Power s subsequent entrepreneurial ventures: Versed, Avaline, and Merit. We believe that together, Ms. Settle and Ms. Power have crafted a repeatable playbook for developing, launching, and scaling brands that effectively reach Millennial and Gen Z consumers in a capital efficient way. Ms. Settle has played a pivotal role in driving the strategic growth of many businesses by providing critical hands-on assistance as a board member and tapping into the extensive community of global relationships she has developed over 20 years as an investor in venture capital. With her guidance, many of these companies have realized successful exits, including the 2019 IPO of The RealReal (Nasdaq: REAL). Greycroft first invested in The RealReal in 2012, and the company is now the largest online marketplace for authenticated, consigned luxury goods. Other successful exits include the sale of Trunk Club to Nordstrom, TABLE OF CONTENTS sale of Maker Studios to Disney, sale of Pulse to Linkedln, and sale of AwesomenessTV to DreamWorks. Ms. Settle currently serves on the Board of Directors of IMAX Corporation (NYSE: IMAX), Baby2Baby, and a number of Greycroft portfolio companies. Prior to co-founding Greycroft, Ms. Settle spent several years as a venture capitalist at Mayfield, in global business development at Truveo and McCaw Cellular Communications (owned by AOL and AT&T, respectively), and as an investment banker at Lehman Brothers. Ms. Settle holds a Bachelor of Arts in Finance and International Studies from the University of Washington and a Master of Business Administration from Harvard Business School. Brianna Mobrem is currently the President and Chief Financial Officer at Clique Brands. Ms. Mobrem has spent the past eight years building Clique Brands finance and operations departments while spearheading strategic planning for new business opportunities. Ms. Mobrem has overseen multiple fundraising rounds for Clique Brands and several transactions, including strategic acquisitions, spinouts, and the sale of two business units to IAC in 2018. Ms. Mobrem was recognized by the Los Angeles Business Journal as a CFO Awards nominee in 2019. Ms. Mobrem holds a Bachelor of Arts in Business Economics with a concentration in Accounting from the University of California, Santa Barbara. Karen Cate will serve as one of our directors following the completion of this offering. Since January 2019, Ms. Cate has served as the Chief Financial Officer and Head of Operations for Thrive Market, Inc., an e-commerce retailer focused on healthy and natural products. Ms. Cate has over 25 years of experience in grocery, beauty, consumer packaged goods, manufacturing, eCommerce and wholesale. From December 2017 to January 2019, Ms. Cate served as the Chief Financial Officer and Chief Operations Officer of Kendo Brands, Inc., a prestige beauty incubator and a division of LVMH Moet Hennesey Louis Vuitton se (OTCMKTS: LVMUY). Prior to joining Kendo Brands, Ms. Cate was the Chief Financial Officer of TOMS.com, LLC (dba TOMS), a shoe and apparel company, a position she held from June 2015 to October 2017. Prior to that, Ms. Cate was the Chief Financial Officer of International Coffee & Tea, LLC (dba The Coffee Bean and Tea Leaf) from February 2014 to June 2015. Ms. Cate holds a Bachelor of Science in Accounting from California State Polytechnic University, Pomona, and a Master of Business Administration from Claremont Graduate University. Kimberly Paige is serving as one of our advisors to the board of directors. Since October 2019, Ms. Paige has served as the Chief Marketing Officer of BET Networks, a television network and media company owned by ViacomCBS Inc. (NASDAQ: VIAC). From May 2018 to October 2019, Ms. Paige served as the Chief Operating and Brand Officer for Sundial Brands LLC, an inclusive beauty company. From February 2017 to April 2018, Ms. Paige served as the Chief Marketing Officer for Coty Inc. (NYSE: COTY), a multinational beauty company. Prior to joining Coty, Ms. Paige served in a number of roles at The Coca-Cola Company (NYSE: KO) over the span of sixteen years, most recently as Vice President, Ventures and Emerging Brands until departing the company in February 2015. Ms. Paige holds a Bachelor of Arts in Communications and Business Administration from Howard University and a Master of Business Administration from Clark Atlanta University. Laurent Ohana is serving as one of our advisors to the board of directors. Since 2014, Mr. Ohana has served as a Senior Advisor for Ohana & Co., an international investment banking boutique that provides M&A and capital raising advisory services to luxury, fashion, beauty, lifestyle, consumer products and technology companies. Mr. Ohana has simultaneously served as a Managing Partner at Parkview Technology Merchant Bank since January 2004. Parkview Technology Merchant Bank provides strategic advisory services to companies and investors active in the Internet sector. Mr. Ohana is also the co-founder of The NetForum, a peer-to-peer learning group bringing together parties interested in public policy issues relating to the digital economy. Mr. Ohana holds a Bachelor of Arts in Economics from the University of California, Berkeley and a Juris Doctorate from the New York University School of Law. Keleigh Thomas Morgan is serving as one of our advisors to the board of directors. Ms. Thomas Morgan is a Partner at Sunshine Sachs and Managing Director of the company s Los Angeles and Atlanta offices. Since joining the company more than 15 years ago, she has helped expand the firm from one office of 8 people to a company of nearly 200 with offices in NY, LA, Washington, D.C, Atlanta and Austin. Ms. Thomas Morgan focuses on brand development and reputation management overseeing a wide spectrum of clients including consumer products, A-list talent, non-profit, corporate, tech and lifestyle clients. A TABLE OF CONTENTS storyteller at heart, she loves finding new ways to shape the narrative and infiltrate the cultural zeitgeist through integrated communications strategies. Ms. Thomas Morgan is also a founder of Time s Up, serves on the Entertainment Leadership Board at Children's Hospital Los Angeles and is a member of the Academy of Motion Picture Arts and Sciences. Prior to Sunshine Sachs, she held titles at Miramax Films and Nike Communications, a luxury goods PR firm. Ms. Thomas Morgan holds a Bachelor s Degree in Marketing, French and Communications from the Boston College Carrol School of Management. Our Sponsor Our sponsor is PB Management, comprised of Greycroft Partners VI, L.P., a venture capital fund managed by Greycroft, and Katherine Power, our Chief Executive Officer. Greycroft is a venture capital firm based in Los Angeles and New York with over $2 billion in total capital commitments from 200+ portfolio companies across its early-stage and growth strategies. Our sponsor is managed by Dana Settle, as the representative of Greycroft, and Katherine Power. Ms. Settle is a founding partner and director of Greycroft. Greycroft has an extensive, global network of consumer, media, retail, and technology industry connections that empowers entrepreneurs to build best-in-class businesses, execute on their visions, and drive sustainable, long-term growth. Greycroft seeks investments across multiple stages, from seed to growth, with strong founding teams, large potential markets, and highly engaged customers. The firm has robust platform capabilities to support the emerging growth companies it backs in their development of talent management, operations, go-to-market, and corporate governance. Greycroft has invested in consumer-focused portfolio companies such as 11 Honor , Acorns, Anine Bing, Avaline, BaubleBar, Bumble, Candid Co., Cotopaxi, Cuyana, Goop, Happiest Baby, Hubble, Keeps, Penrose Hill, Thrive Market and Versed. They have a track record of value creation with exits including the IPO of the RealReal (NASDAQ: REAL) and Yeahka (9923.HK), as well as the sale of Shipt to Target, sale of Segment to Twilio, sale of Plated to Albertsons, sale of Trunk Club to Nordstrom, sale of Maker Studios to Disney, and the sale of AwesomenessTV to DreamWorks. The past performance by Greycroft, members of our management team and our sponsor group and their respective affiliates is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business combination or (2) of success with respect to any business combination we may consummate. You should not rely on the historical record of Greycroft, members of our management team or our sponsor group, or their respective affiliates or any related investment s performance, as indicative of our future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. Business Strategy Our objective is to create a modern consumer holding company that is digitally native, data-led, and community-driven with differentiated strength in direct-to-consumer e-commerce as well as traditional retail. Our brands will be rooted in social and environmental responsibility, reflecting the values that today s consumers demand. We believe this modern approach will create long-term value for our shareholders. In our selection process, we will leverage our management team s network, expertise, and proven deal execution capabilities to identify and complete the initial business combination with targets in the consumer sector, including but not limited to beauty, wellness, and other next-generation lifestyle brands and companies. We believe our collective team has a proven record of: Building successful brands for next-generation consumers who are currently underserved by existing businesses and platforms; Identifying and investing behind brands and businesses that are data-led, technology-enabled, and disruptive; Developing and managing growth-oriented companies by defining and executing against compelling business strategies; Executing complex transactions across various market cycles and geographies; TABLE OF CONTENTS Building long-term, productive partnerships with entrepreneurs and identifying, mentoring, and recruiting world-class talent; Developing, producing, and launching high-quality consumer products; Securing numerous distribution deals with the world s most important retailers across many product categories, geographies, and customer segments; and Creating substantial shareholder value through consumer brands and retail. Given our management team s extensive brand-building and investment experience, we believe we will be able to enhance the value of a business combination target by driving operational excellence in: Brand strategy and positioning Global distribution Digital marketing Operational efficiency Strong corporate governance Technology development Talent attraction and retention We believe that the depth of our team s knowledge around building and growing technology-enabled, next-generation brands positions us well to identify high quality combination targets in attractive categories that have the potential for sustainable growth. Immediately following the completion of this offering, we intend to begin the process of identifying and reviewing potential combination targets by actively communicating with our global network of founders, CEOs, owners, advisors, consultants, private equity firms, and other financial sponsors. Acquisition Criteria Consistent with our business strategy, we plan to target brands and platforms in the beauty, personal care, wellness, and broader consumer-related sectors. Within these sectors, we plan to target brands that are digitally native, authentic, and mission-driven with global potential. We will leverage our founding teams proprietary deal flow through a global network of founders, owners, and other key stakeholders. As such, we will use the following criteria and guidelines in evaluating potential business combination opportunities, though we may decide to enter into a business combination with a target that does not meet one or more of these criteria and guidelines: Differentiated offering in a large, growing market segment; Potential to become an enduring, category-defining brand; Business model designed to yield attractive, sustainable fundamentals at scale; Beneficiary of digital / technological disruption; Authentic brand values that permeate all functions and inform business decisions; Leadership team that has a proven track record of brand-building and operational expertise and can be public-ready; Potential to offer attractive, consistent returns for our shareholders. Profitable; Founders and brands with x-factor; Aesthetic intelligence; Clean and sustainable supply chain; Some global distribution; TABLE OF CONTENTS High digital IQ; and Data-driven approach to decision making. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors and criteria that our management and board of directors may deem relevant. Initial Business Combination Nasdaq listing rules and our amended and restated memorandum and articles of association require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). We refer to this as the 80% net assets test. If our board of directors (the board ) is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm, which is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a partner business or businesses, our board may be unable to do so if our board is less familiar or experienced with the partner company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the partner business meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of a partner business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We may pursue an initial business combination opportunity jointly with our sponsor, Greycroft or one or more of its affiliates and/or investors in Greycroft, which we refer to as an Affiliated Joint Acquisition. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. Any such issuance of equity or equity-linked securities would, on a fully diluted basis, reduce the percentage ownership of our then-existing stockholders. Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B ordinary shares, issuances or deemed issuances of Class A ordinary shares or equity-linked securities would result in an adjustment to the ratio at which Class B ordinary shares shall convert into Class A ordinary such that our sponsor and its permitted transferees, if any, would retain its aggregate percentage ownership at 20%, on an as- converted basis, of the sum of the total number of ordinary shares issued and outstanding upon the consummation of this offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans, unless the holders of a majority of the then outstanding Class B ordinary agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Neither our sponsor nor Greycroft nor any of their respective affiliates, have an obligation to make any such investment. TABLE OF CONTENTS We currently anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the partner business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the partner business in order to meet certain objectives of the partner management team or shareholders or for other reasons including an Affiliated Joint Acquisition, as described above, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the partner or otherwise acquires a controlling interest in the partner sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-business combination company owns or acquires 50% or more of the voting securities of the partner, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a partner. In this case, we would acquire a 100% controlling interest in the partner. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to the completion of our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one partner business, the 80% of net assets test will be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Greycroft, our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Greycroft, our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. Affiliates of Greycroft and members of our board of directors will directly or indirectly own founder shares and private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Greycroft is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with us and we will not consider a business combination with any company that has already been identified to Greycroft as a suitable acquisition candidate for it, unless Greycroft, in its sole discretion, declines such potential business combination or makes available to us a co-investment opportunity in accordance with Greycroft s applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to select or locate any such acquisition candidate. TABLE OF CONTENTS Greycroft may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These Greycroft investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. Greycroft may become aware of a potential business combination opportunity that is not fit for the investment activities of Greycroft but that may be an attractive opportunity for our company. However, Greycroft is not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services to our company. Greycroft's role with respect to our company is expected to be primarily passive and advisory in nature. In addition, Greycroft, certain of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of Greycroft and certain companies in which Greycroft or such entities have invested. As a result, if Greycroft, any of our founders, officers or directors becomes aware of a business combination opportunity, which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any Greycroft funds or other investment vehicles), then, subject to their fiduciary duties under applicable law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to Greycroft or our founders may be suitable for both us and a current or future Greycroft fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio company or other entity before being directed, if at all, to us. None of Greycroft, our founders or any members of our board of directors who are also employed by Greycroft or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of Greycroft. In addition, our founders, officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our founders, officers and directors have, and will have in the future, time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by Greycroft. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investments funds, accounts, co-investment vehicles and other entities managed by Greycroft (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles and other entities), Greycroft and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. Additionally, certain companies in which Greycroft has invested may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination. Transactions of these types may present a conflict of interest because Greycroft may directly or indirectly receive a financial benefit as a result of such transaction. Corporate Information Our executive offices are located at 292 Madison Ave., Fl. 8, New York, NY 10017. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding TABLE OF CONTENTS in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. TABLE OF CONTENTS THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our founding team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 20,000,000 units (or 23,000,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one redeemable warrant. Proposed Nasdaq symbols Units: POWRU Class A ordinary shares: POW Warrants: POWRW Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Credit Suisse Securities (USA) LLC inform us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K . In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to TABLE OF CONTENTS provide updated financial information to reflect the exercise of the underwriters over- allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 20,000,000(1) Ordinary shares: Number outstanding before this offering 5,000,000(2)(3) Number outstanding after this offering 25,000,000(1)(2)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,166,667(1) Number of warrants to be outstanding after this offering and the private placement 10,833,334(1)(5) (1) Assumes no exercise of the underwriters over-allotment option. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (3) Does not include up to 750,000 founder shares that are currently outstanding and subject to forfeiture if the underwriters overallotment option is not exercised. (5) Includes 6,666,667 public warrants included in the units sold in this offering and 4,166,667 private placement warrants underlying the private placement units to be sold in the private placement. TABLE OF CONTENTS Exercisability Each whole warrant sold in this offering is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for partner businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our ordinary shares during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If TABLE OF CONTENTS and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sales price (the closing TABLE OF CONTENTS price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the Reference Value ). We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 After the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below); if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before we send the notice of redemption to the warrant holders; and if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the private placement warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder s ability to cashless exercise its warrants) as the outstanding public warrants as described above. The fair market value of our Class A ordinary shares shall mean the volume-weighted average price of our Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the TABLE OF CONTENTS typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Founder shares On October 16, 2020, our sponsor paid $25,000, or approximately $0.004 per share, to cover for certain offering costs in consideration for 5,750,000 founder shares. By December 4, 2020, our sponsor transferred an aggregate of 140,000 founder shares to certain of our board members, board nominees, officers and consultants. Such shares will not be subject to forfeiture in the event the underwriters over-allotment is not exercised. Prior to the initial investment in us of $25,000 by the sponsor, we had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to us by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our initial shareholders (and their permitted transferees), on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 750,000 founder shares held by our sponsor are subject to forfeiture, depending on the extent to which the underwriter s over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to the completion of our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold, (ii) to waive their redemption rights with respect to any TABLE OF CONTENTS founder shares and any public shares purchased during or after this offering in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our founding team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised); the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our initial shareholders have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, TABLE OF CONTENTS reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and founding team with respect to any founder shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as- converted basis, 20% of the sum of the total number of ordinary shares issued and outstanding upon the consummation of this offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by us in connection with or in relation to the consummation of the initial business combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may TABLE OF CONTENTS remove a member of our board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution passed by a majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Our amended and restated memorandum and articles of association provide that our board of directors will be divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 4,166,667 private placement warrants (or 4,566,667 private placement warrants if the underwriters overallotment option is exercised in full) for a purchase price of $6,250,000 (or $6,850,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The private placement warrants will be non- redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders . Warrants Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the historical fair market value over the exercise price of the warrants by (x) the historical fair market value. The historical fair market value will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the TABLE OF CONTENTS sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account $200,000,000 (or $230,000,000 if the over-allotment option is exercised in full) of the net proceeds of this offering and the proceeds we will receive from the sale of the private warrants, or $10.00 per unit sold to the public in this offering, will be deposited in a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus and approximately $1,250,000 will be used to pay expenses in connection with the closing of this offering and approximately $1,000,000 will be used for working capital following this offering. These proceeds include $7,000,000 ($8,050,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions which will be paid to the underwriters upon the closing of the business combination. The remainder of the net proceeds of this offering will not be held in the trust account. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an TABLE OF CONTENTS initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest income (if any) to pay our income taxes, if any. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $200,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,250,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination The Nasdaq rules and our amended and restated memorandum and articles of association require that our initial business combination must occur with one or more partner businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-business combination company in which our public TABLE OF CONTENTS shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the partner or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the partner, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one partner business, the 80% of net assets test will be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to the completion of our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If our sponsor, directors, executive officers, advisors or their affiliates engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to TABLE OF CONTENTS such rules, the purchasers will be required to comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a partner that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per- share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption right may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their TABLE OF CONTENTS redemption rights with respect to their founder shares and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. Limitations on redemptions Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the partner or its owners, (ii) cash to be transferred to the partner for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would TABLE OF CONTENTS typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and our founding team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to TABLE OF CONTENTS comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our founders to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our founding team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a partner that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the TABLE OF CONTENTS trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the partner or owners of the partner of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-business combination businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association provides that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our initial shareholders have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement warrants they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although TABLE OF CONTENTS they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to TABLE OF CONTENTS or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering- related and organizational expenses; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination company at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to the completion of our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest Greycroft manages several investment vehicles. Greycroft, may compete with us for acquisition opportunities. If they decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Greycroft may be suitable for both us and for current or future Greycroft funds and may be directed to such Greycroft funds rather than to us. Neither Greycroft nor members of our management team who are also employed by Greycroft or its affiliates have any obligation to present us with any opportunity for a potential business combination of TABLE OF CONTENTS which they become aware, unless presented to such member solely in his or her capacity as an officer of the Company. Greycroft and/or our management, in their capacities as employees of Greycroft or in their other endeavors, may be required to present potential business combinations to other entities before they present such opportunities to us. Each of our officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to another entity, including private funds under the management of Greycroft and their respective portfolio companies, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. In addition, existing and future funds managed by Greycroft and their respective portfolio companies may compete with us for business combination opportunities and, if such opportunities are pursued by such entities, we may be precluded from pursuing such opportunities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and may only decide to present it to us if such entity rejects the opportunity and consummating the same would not violate any restrictive covenants to which such officers and directors are subject. Additionally, certain companies in which Greycroft has invested may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination. Transactions of these types may present a conflict of interest because Greycroft may directly or indirectly receive a financial benefit as a result of such transaction. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. Notwithstanding the foregoing, we may pursue an Affiliated Joint Acquisition opportunity with one or more affiliates of Greycroft and/or investors in Greycroft. Such entities may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entities a class of equity or equity-linked securities. TABLE OF CONTENTS Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our founding team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. Our business is subject to numerous risks and uncertainties, including those highlighted in the section title Risk Factors, that represent challenges that we face in connection with the successful implementation of our strategy. The occurrence of one or more of the events or circumstances described in the section titled Risk Factors, alone or in combination with other events or circumstances, may adversely affect our ability to effect a business combination, and may have an adverse effect on our business, cash flows, financial condition and results of operations. Such risks include, but are not limited to: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. We may not be able to consummate an initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public float of our Class A ordinary shares or public warrants. Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. Our search for a business combination, and any partner business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets. You will not be entitled to protections normally afforded to investors of many other blank check companies. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a partner business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or founding team to fund our search and to complete our initial business combination. If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per public share. We may not hold an annual general meeting until after the consummation of our initial business combination. TABLE OF CONTENTS The grant of registration rights to our initial shareholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares. Past performance by Greycroft, including our management team, may not be indicative of future performance of an investment in us. Although we have identified general criteria that we believe are important in evaluating prospective partner businesses, we may enter into our initial business combination with a partner that does not meet such criteria, and as a result, the partner business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria. Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination partner is appropriate for our initial business combination. We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all. We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree. We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a partner business, which could compel us to restructure or abandon a particular business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. Our initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support. There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities. Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001830162_4d-pharma_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001830162_4d-pharma_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001830162_4d-pharma_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001830392_pontem_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001830392_pontem_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..60a7dff480bf3d863fa56534afc06aaa00fc497e
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001830392_pontem_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to Pontem Corporation, a Cayman Islands exempted company; Companies Act are to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time; forward purchase agreement are to the agreement providing for the sale of the forward purchase securities to QVIDTVM Management in a private placement to occur concurrently with the closing of our initial business combination; forward purchase securities are to the forward purchase shares and forward purchase warrants; forward purchase shares are to Class A ordinary shares to be issued pursuant to the forward purchase agreement; forward purchase units are to the units consisting of one forward purchase share and one-third of one forward purchase warrant to be issued pursuant to the forward purchase agreement; forward purchase warrants are to warrants to purchase Class A ordinary shares to be issued pursuant to the forward purchase agreement; founder shares are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; initial shareholders are to holders of our founder shares prior to this offering; HSM-Invest are to HSM-Invest, a Switzerland simple or general non-commercial partnership to be established and controlled by Mr. Muehlhaeuser; HSM-Invest is not a sponsor of the company and has no commercial purpose other than as a holding partnership to share ownership of company securities among Mr. Muehlhaeuser and other members of his family; management or our management team are to our officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; public shares are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); private placement warrants are to the warrants issued to our sponsor and HSM-Invest in a private placement simultaneously with the closing of this offering; QVIDTVM Management are to QVIDTVM Management LLC, an investment advisor affiliated with our sponsor that has committed capital from family offices, high net worth individuals and an endowment. Our lead director, Mr. Alici, has investment control over such committed capital; sponsor are to Pontem LLC, a Delaware limited liability company; and warrants are to our public warrants and private placement warrants. 1 Table of Contents Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational or incorporation activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. We believe that we currently stand at an inflection point in the market, wherein selected industrial and technology companies are fundamentally changing the world at an unprecedented pace by applying next-generation technologies to numerous commercial and industrial markets. Companies that stand at the cross-roads of technology and industrials have the unique capability to unlock new markets and opportunities across the industrial value chain. This new wave of high growth, hybrid industrial and technology players are in a prime position to reshape the industrial landscape. We are primarily focused on two types of companies: (i) established high-quality businesses that have sustainable competitive advantages such as differentiated product or manufacturing technologies or unique brand attributes; and (ii) disruptive businesses with unique technologies and solid business models. Established companies are resilient and durable and are able to generate attractive returns on a consistent basis over time. This means companies that are not easily displaced or disrupted. Such businesses often provide mission critical goods and services that are less visible to the market, thus creating opportunities. We believe that our team has good access to these opportunities and the capability to turn them into successful businesses. On the other hand, we believe opportunities exist to invest in businesses that have leveraged recent technological advances to solve pressing industrial problems. Innovation in computing, as well as data science, internet-of-things ( IoT ) and automation, have made it possible to create efficiencies that create much promise for the companies that are able to capitalize on such advances by offering new products and services. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we see a significant opportunity for an investment in the industrial and technology sectors given the capital and operational experience required for these companies to reach the next stage of growth and access new end markets and customers globally. We believe companies with differentiated product or manufacturing technologies or unique brand attributes could deliver outsized growth opportunities and allow us to achieve higher returns on invested capital over a long time period. Our management team and advisors have significant experience in the technology and industrials sectors and unique networks on a global basis, as well as deep and rich operational experience to help target companies achieve sustainable and long-term growth. At Pontem, our focus for merger targets will be on companies with a European heritage operating in these areas with a sustainable competitive advantage or unique disruptive capability, but we will also utilize our global networks to assess opportunities in other regions. With our help in the form of access to capital markets and operational expertise, companies reaching this next stage of growth will have the firepower to take significant market share from incumbents, create highly defensible moats and grow sustainably. We believe that numerous high-quality opportunities exist among family owned businesses, private equity and venture capital portfolio companies, and divisions of large corporations. We believe that our team s distinguished and long-term track record of sourcing, acquiring and building global industrial companies, along with other investments and operational experience in related industries, will provide us with differentiated insights and sourcing opportunities within the sector. 2 Table of Contents Our Team Our executive team, directors and advisors consist of seasoned investors and industry executives with extensive track records of identifying, investing in, building, operating and advising leading businesses. In particular, the team possesses a deep understanding of the technology and industrial sectors, and potential market opportunities. Our collective team has experience in: Sourcing, structuring, acquiring, and integrating businesses; Developing and growing companies, both organically and through acquisitions; Identifying, monitoring and recruiting world-class talent; Accessing the capital markets, including financing businesses; Fostering relationships with sellers, capital providers and target management teams; Negotiating and executing transactions favorable to investors, in multiple geographies and under varying economic and financial market conditions. We believe the team will be able to source superior investment opportunities through an extensive network of individuals from leading private and public global corporations, private equity, venture capital and growth equity investors. Additionally, they will have the operational expertise to drive efficiencies, and, given their extensive experience with public market investors, are well positioned to develop a thoughtful investor relations strategy. Executive Team Mr. Hubertus Muehlhaeuser Mr. Muehlhaeuser is our Chairman and Chief Executive Officer. He has an impressive track record of more than 20 years as an operator in the global industrials sector, having served as a Chief Executive Officer and senior executive at multiple public and private companies. Mr. Muehlhaeuser has significant experience in the board room as both a Chairman and member of the board of directors of multiple industrial companies. Mr. Muehlhaeuser has a broad functional background, having successfully implemented organic and inorganic transformation strategies across multiple firms and has a proven operational restructuring and turnaround track record. Mr. Muehlhaeuser brings a highly entrepreneurial mindset and a global perspective to the team having lived and worked in the Americas, Europe and Asia. Most recently, Mr. Muehlhaeuser was the Chief Executive Officer and Executive Director of CNH Industrial NV ( CNH ), which generated revenue of $28 billion in 2019. Mr. Muehlhaeuser helped to strategically reposition CNH by announcing the separation of the company s on-highway business (IVECO and FPT) from the core off-highway business (Case, New Holland, Steyr) and by focusing on growth and enhancements to the product and technology portfolio while delivering meaningful efficiencies and profit margin improvement. During his tenure, CNH completed seven acquisitions and partnerships with an eye towards identifying and investing in key disruptive technologies and trends impacting the company s core end markets and products. These next-gen industrial and technology investments included CNH s strategic growth equity investment in Nikola in September 2019, an EV truck designer and manufacturer, and CNH s acquisition of AgDNA, a precision agriculture technology company. Prior to CNH, Mr. Muehlhaeuser was the President & Chief Executive Officer of Welbilt, helping the company successfully complete its spin-off from Manitowoc in March 2016 and acquire and successfully integrate Crem, a leading coffee machine maker. Under Mr. Muehlhaeuser s leadership, Welbilt improved its adjusted EBITDA margins between 2015 and 2017 by approximately 460 basis points to 19.1%, and generated 80% shareholder returns during his tenure. Prior to Welbilt, Mr. Muehlhaeuser served as Senior Vice President and General Manager of AGCO, during which time he contributed to the firm s nearly doubling of revenue and tripling in market capitalization. Mr. Muehlhaeuser started his career at Arthur D. Little, where he was the global leader of Arthur D. Little s Strategy & Transformation Practice, working with many of the world s leading industrial companies. Mr. Muehlhaeuser received a Master s degree in Business Administration from the EBS University for Business and Law. 3 Table of Contents Ms. Nina Murphy Ms. Murphy is our Chief Financial Officer. She is currently the Chief Operating Officer of QVIDTVM Inc., or QVIDTVM, where she is responsible for all financial management, legal, operations, administration and tax activities. Prior to QVIDTVM, Ms. Murphy was an Executive Director at MSIM on the Private Credit and Equity platform. She has over 20 years of financial, operational and product development experience having helped launch and manage several hedge funds and alternative investment products. Ms. Murphy s experience includes chief financial and operating officer positions at KEC ventures (early stage venture fund) and AT Global Capital (global macro hedge fund). Ms. Murphy also ran Investor Services for Christofferson, Robb and Company, a $4.5 billion hedge fund specializing in European structured credit. Previous alternative investment experiences include roles at Tribeca Capital Management (Citibank s internal multi-strategy hedge fund) and Deutsche Bank s prime brokerage group. Ms. Murphy received a Master s degree in Business Administration from Columbia Business School and a Bachelor of Science in Business Management and Finance from Brooklyn College. Board of Directors Mr. Burak Alici Mr. Alici is our Lead Director. He is currently the Chief Executive Officer of QVIDTVM, a private investment firm focused on long-term capital appreciation with investments to support the growth of mission-driven entrepreneurs and unique global businesses. QVIDTVM is primarily focused on growth equity investments in the industrial, consumer goods and technology sectors. Mr. Alici is responsible for capital allocation and general management of QVIDTVM. Mr. Alici has approximately 20 years of public and private investing experience. Prior to launching QVIDTVM, Mr. Alici served as a Managing Director at Morgan Stanley Investment Management (MSIM), where his career spanned 12 years. At MSIM, Mr. Alici was a senior investor on MSIM s Growth Team in the Active Fundamental Equity Group. In addition, at MSIM, Mr. Alici was the sole manager of the Global Discovery Fund (MLDIX), delivering annual returns of 15.5%, net of fees, compared to the MSCI All-Country World Index annual returns of 8.8% from the fund s inception at the end of 2010 through the end of 2017. Mr. Alici took a long-term, fundamental, concentrated and process-driven approach in his investing strategy. The fund invested in various companies across the technology and industrial landscape, many of which provided strong returns on exit via strategic and financial sponsor acquisitions. During Mr. Alici s tenure with MSIM, the fund made several growth equity investments in notable privately-held technology companies, including Palantir, AirBnB, Blue Bottle, Flipkart, and Dropbox. Before joining Morgan Stanley, Mr. Alici managed a multi-strategy investment partnership in Turkey for high net-worth individuals and began his career developing stock selection models for a market neutral hedge fund in Boston. Mr. Alici received a Master s degree in Business Administration from Columbia Business School as a member of the Applied Value Investing Program, a Master of Science in Finance from Boston College, and a Bachelor of Science in Mechanical Engineering from Bogazici University. Mr. Erik Olsson Mr. Olsson will be a member of our board of directors. Mr. Olsson is an accomplished global business leader with a successful track record in CEO, COO and CFO positions in the United States, Sweden and Brazil with large and midsized public companies as well as private equity owned businesses. Mr. Olsson is highly regarded within the investor community, having a proven track record of driving change and achieving superior shareholder returns through a strong focus on building world-class management teams and leading with a great sense of urgency. Mr. Olsson is currently serving as Chairman of the Board of Directors of WillScot Mobile Mini, Inc. (NASDAQ:WSC), the world s leading provider of turnkey modular space and portable storage solutions with operations in the U.S., UK and Canada. Prior to this he served as President, CEO and Director of Mobile Mini, Inc. starting in 2013. He is also Chairman of the Board of Directors of Ritchie Bros. Auctioneers Inc. (NYSE:RBA), the world s largest industrial auctioneer, and a Director of Dometic Group AB (ST:DOM), a global industrial provider of solutions for mobile living. 4 Table of Contents While serving as President and CEO of RSC prior to becoming President and CEO of Mobile Mini, Mr. Olsson led the initial public offering of RSC Holdings in 2007 and subsequent sale of the company to United Rentals in December 2011. Likewise, while serving as Chairman of Mobile Mini, Mr. Olsson led the merger of WillScot and Mobile Mini in July 2020. As Chairman of Ritchie Bros. Auctioneers, Mr. Olsson helped lead the company s acquisition of Rouse Asset Services, a data intelligence and performance benchmarking provider, in October 2020. Mr. Olsson earned a B.Sc. in Business Administration and Economics from the University of Gothenburg. Mr. Peter Grosch Mr. Grosch will be a member of our board of directors. Mr. Grosch has over 35 years general management experience in numerous senior roles in the engineering, automotive and aerospace sector. He is currently Chairman at Innio GmbH and a senior advisor to several private equity firms. Mr. Grosch was previously chairman of Kinolt S.A. and Deputy Chairman of SLM Solution AG, CEO and President of Diehl Aerospace and Defence Systems, Executive Vice President of DaimlerChrysler Off-Highway, served on the board of 3i plc as a non-executive director and Managing Director and Board Member of MTU Friedrichshafen and Executive Chairman of MWM GmbH. He has been involved as Chairman with a number of businesses which include Global Energy Services and Global Garden Products. He was on the board of Fokker Technologies Holding B.V., Faster SPA and several others. He received a degree in Automotive and Mechanical Engineering from the University of Applied Sciences Ulm as Dipl. Ing. Mr. Luciano Mozzato Mr. Mozzato will be a member of our board of directors. Mr. Mozzato was previously Executive Vice President of the Power Services Applied Technology Solutions group at Siemens. Prior to its acquisition in 2017 by Siemens, Mr. Mozzato was Executive Vice President of Worldwide Services at Dresser-Rand. Before his tenure at Dresser-Rand, Mr. Mozzato was a senior executive at Otis Elevator where he served as CEO of Otis Italy and was previously Vice President of Otis Latin America and Vice President of Global Supply Chain and Logistics Worldwide. Mr. Mozzato s senior executive experience in the industrials space extends across multiple operational verticals (including sales, manufacturing and services) and geographies (including the Americas, Asia, the Middle East and Europe). Mr. Mozzato received a Bachelor of Science in Mechanical Engineering from the University of Hartford. Mr. Hubertus Muehlhaeuser Mr. Muehlhaeuser is our Chairman and Chief Executive Officer. Please see his biography included above for a discussion of his experience and accomplishments. Advisory Board We have established an advisory board for the purpose of assisting our board of directors and management with sourcing and evaluating business combination opportunities and establishing plans and strategies to optimize any business that we acquire. Unlike our management team, members of our advisory board are not responsible for managing our day-to-day affairs and have no authority to engage in substantive discussions with business combination targets on our behalf. Our sponsor has agreed to transfer 15,000 Class B ordinary shares to each member of our advisory board for $0.002 per share. We may reimburse our advisory board members for any out-of-pocket expenses incurred by them in connection with the search for business combination targets before or after the consummation of our initial business combination. We have not entered into any formal arrangements or agreements with any member of our advisory board to provide services to us and no member has any fiduciary obligations to present business opportunities to us. 5 Table of Contents Our advisory board is comprised of senior executives with experience in a wide range of sub-sectors and functional areas and access to operational expertise and industry networks from which we intend to source and evaluate targets. Our advisory board has experience in: Operating companies, setting and changing strategies, and identifying, monitoring and recruiting world-class talent; Developing and growing companies organically by expanding their product range and geographic footprint; Acquiring companies, leading transformational transactions or corporate restructurings and managing corporate integration with success; and Developing and maintaining extensive relationships not only with owners and operators of companies, but also with a wide range of financial and legal advisers. Our advisory board will include: Mr. Robert Bohn Mr. Bohn will be a member of our advisory board. Mr. Bohn is currently serving on the board of directors of The Manitowoc Company, Inc. (NYSE: MTW), Parker-Hannifin Corporation (NYSE: PH) and Carlisle Companies Inc. (NYSE: CSL). Mr. Bohn served as Chairman of the Board of Directors of Oshkosh Corporation (NYSE: OSK) for 10 years and Chief Executive Officer of Oshkosh Corporation for 13 years. Under Bohn s leadership, Oshkosh Corporation significantly expanded its product portfolio and built leading positions in multiple markets. Prior to joining Oshkosh, Mr. Bohn served in various executive positions with Johnson Controls, Inc, and was a previous board member of Graco Inc. (NYSE: GGG) and Menasha Corporation. Mr. Bohn received an undergraduate degree from Ball State University. Mr. Rick Caron Mr. Caron will be a member of our advisory board. Mr. Caron is the Executive Vice President and Chief Innovation Officer of Welbilt. Previously, he served as Executive Vice President of Global Marketing and Innovation for Manitowoc Foodservice and as Manitowoc Foodservice s Chief Technology Officer, a position he also held with Enodis prior to its acquisition by Manitowoc in 2008. Mr. Caron was instrumental in a variety of new product development initiatives, which helped distinguish Manitowoc as a technology leader in the foodservice industry. Prior to Manitowoc and Enodis, Mr. Caron served as Chief Executive Officer for the Moseley Corporation in Franklin, Massachusetts. He also served as President and Chief Executive Officer of TurboChef, Inc. in Dallas, Texas. Prior to that, Mr. Caron was Managing Director of the consumer products practice at Arthur D. Little (ADL) in Cambridge, Massachusetts. During his 19-year affiliation with ADL, Mr. Caron led many consulting assignments involving technology, strategy, and product development. Mr. Caron holds several patents in the foodservice industry, including automated frying and rapid cooking systems. Mr. Caron received Master of Science and Bachelor of Science degrees in Chemical Engineering from Massachusetts Institute of Technology. Mr. James (Jim) Gentilcore Mr. Gentilcore will be a member of our advisory board. Mr. Gentilcore recently retired as Chairman and Chief Executive Officer of PQ Corporation, a NYSE listed specialty chemical company with a 200-year history and an enterprise value in excess of $4 billion, after leading a successful IPO in September 2017. Mr. Gentilcore has served as the CEO of two other public companies, and on the board of directors of six public companies, including his current service on the board of Entegris Inc., a specialty materials supplier to the semiconductor industry. Mr. Gentilcore has served as committee chair of compensation committees and nomination and governance committees and as a member of two audit committees and several special committees on other public company boards. Mr. Gentilcore s 40-year career includes successful accomplishments in several markets including technology, industrial, and chemicals, with global leadership experience, including Chief Executive Officer of a UK-based company, and several Asia-based joint ventures and acquisitions. Jim has worked with private equity investors for over ten years, as a portfolio Chief Executive Officer for two private equity owned companies and as an executive advisor. Mr. Gentilcore was also the Chief Executive Officer of a venture capital backed firm that was successfully sold to new owners after his three-year tenure. Before Mr. Gentilcore s C-Level experience spanning the past two decades, 6 Table of Contents his direct functional experience covered a broad range from applied research and development, to various general management positions, and substantial merger and acquisitions activity and post-merger integration. In addition to his public and private board assignments, Mr. Gentilcore has served on the boards of various industry associations, most recently the American Chemistry Council. Mr. Gentilcore has a Bachelor of Science in Engineering from Drexel University and a Master s degree in Business Administration from Lehigh University. Mr. Chris Lynch Mr. Lynch will be a member of our advisory board. Mr. Lynch is the Executive Chairman and Chief Executive Officer of AtScale, Inc., a leading provider of intelligent data virtualization solutions, and is a co-founder and Partner at Reverb Advisors. Mr. Lynch is currently serving on the board of directors of DataRobot, a leader in enterprise AI. Prior to Reverb Advisors, Mr. Lynch co-founded Accomplice, a venture capital firm that invests in early-stage technology companies, and held various leadership roles at Vertica Systems, Acopia Networks Inc. and ArrowPoint Communications Inc. Mr. Lynch received a bachelor s degree in business management from Suffolk University, a Master s degree in Business Administration from the McCallum Graduate School of Business at Bentley University, and an honorary doctor of commercial science degree from Bentley University. Mr. Jens-Thomas Pietralla Mr. Pietralla will be a member of our advisory board. Mr. Pietralla is the Chief Executive Officer of Advisory Partners in Europe and the Global Head of the Industrial and Natural Resources sector of Russell Reynolds Associates, Inc., and serves on the board of Reimann Investors KGaA. Previously, he served for four years as President and Chief Executive Officer of Navico Holding, a global market leader in marine electronics with 2,500 staff on three continents, and Chief Marketing Officer of Siemens AG. He has also served as chairman of Torqeedo GmbH and Ocivan Invest AS. Mr. Pietralla received a B.Sc. in Physics and Mathematics and an M.Sc. in Physics from the University of Ulm in Germany. We believe that the combination of our management team and advisory board creates a differentiated approach to identifying potential high-quality targets which will provide us with unique capabilities to create shareholder value. Our Forward Purchase Agreement We believe our ability to complete our initial business combination will be enhanced by the additional capital available pursuant to the forward purchase agreement that we expect to enter into with QVIDTVM Management. Under the agreement, QVIDTVM Management will purchase an aggregate of 15,000,000 forward purchase units, at a price of $10.00 per unit. Each forward purchase unit will consist of one Class A ordinary share, or a forward purchase share, and one-third of one warrant to purchase a Class A ordinary share, or a forward purchase warrant, and will be sold in a private placement concurrently with the closing of our initial business combination. The number of forward purchase units to be purchased by QVIDTVM Management will be subject to the sole discretion of Mr. Alici, who has investment control over the capital committed to QVIDTVM Management, but in no event will be less than 5,000,000 forward purchase units. The obligations of QVIDTVM Management under the forward purchase agreement do not depend on whether any Class A ordinary shares held by public shareholders are redeemed by the company. The terms of the forward purchase shares and forward purchase warrants, respectively, will generally be identical to the terms of the Class A ordinary shares and the redeemable warrants included in the units issued in this offering, except that the forward purchase shares will not be entitled to redemption rights or to vote on our initial business combination, and the forward purchase securities will be issued on a private placement basis at the closing of our initial business combination and will have certain registration rights, as described in this prospectus. Market Opportunity Over the last decade, simplified access to and decreasing marginal costs in computing power, the proliferation of highly discretized physical compute units (e.g. smart sensors, robotics), and improvements in connectivity have spurred a change in the industrial landscape. Such change is akin to the introduction of electricity and electronic systems in the second and third industrial revolutions. This fourth industrial revolution ( Industry 4.0 ), which encompasses the internet-of-things and smart manufacturing, marries physical production and operations with digital technology, machine learning / artificial intelligence and big data to create a more holistic and connected ecosystem for companies that focus on manufacturing and supply chain management. Industry 4.0 empowers companies to better control and 7 Table of Contents understand every aspect of their operation and allows them to leverage real-time data to instantly boost productivity, improve processes and drive growth. We expect Industry 4.0 to transform production by driving faster, more flexible and more efficient processes which will be monetized by companies through the production of higher-quality goods at reduced costs. Some of the cornerstone technologies we see driving this revolution in the years and decades to come include: big data and analytics, autonomous robots, simulation, industrial internet-of-things (IIoT), edge computing, cybersecurity, cloud computing, artificial intelligence and augmented / virtual reality. These technologies will enable true cyber-physical systems, where analog operations will be augmented and replaced by digital-first systems that drive costs out of the supply chain and manufacturing processes and enable new fleets of smart, interconnected products and machines that are more easily updated, monitored and managed. From this marriage of technology and traditional industrial systems spurred by the Industry 4.0 revolution, we see four key themes among the emerging technologies and trends underpinning Industry 4.0 that will cause the most significant disruption within the broader industrials landscape. We see the technology companies who are most versed in these themes as the class of companies best positioned to unlock significant value and experience outsized growth as a result of the impending changes (either as providers of disruptive technologies or manufacturers operationally fluent in these themes or leveraging existing market access channels including strong brand differentiation): Digitalization and Connectivity. We see digitalization and connectivity as a fundamental change which will not only increase productivity in the manufacturing and business processes of industrial companies, but also create intelligent machines and equipment that spurs innovation and gains in their customers businesses and end markets. As a result, industrial companies who invest in digitalization will realize important gains in two areas: top-line revenue growth through better and more intelligent and differentiated products and services, and bottom-line cost savings through more efficient and effective processes from the digital capabilities of the equipment they use. Automation. We believe automation, that is enabled through digitalization and connectivity across the supply and services value chain, both for physical (e.g. robotics and controllers) and nonphysical core processes (e.g. data collection and analysis), will dramatically increase site efficiency and safety. Streamlining these core processes and services are becoming more tangible with maturing technologies and lower implementation costs. Additionally, reducing the human interface required in services and processes will mitigate the additional risk caused by human variability and increase the overall efficiency of these processes and services. Companies that risk not investing in this arena early will likely fall behind more forward-looking competitors who will see positive long-term impacts to their businesses from enhanced scalability, employee productivity, manufacturing flexibility, and improvements to their margin profiles from cost savings and top-line throughput gains. Artificial Intelligence. We believe enhanced capabilities from the combination of artificial intelligence and digitalization will help industrial companies shift from being reactive and responsive to event and insight driven as the increase in volume of granular data from digitalization and rapid processing capabilities from artificial intelligence will allow companies to drive operational changes and improvements in real-time. Companies will monetize these gains via cost savings from increases in process efficiency. Energy Efficiency and Alternative Propulsion. We believe the rise of alternative propulsion solutions (ranging from biogas propulsion to battery and fuel cell electric) and corresponding environmental regulatory changes will force companies to rework their existing products and fleets to utilize alternative propulsion methods. Likewise, as the cost of generating energy from alternative sources continues to come down and become more comparable to other power generation methods, power systems will continue to evolve, driving the need for new investments in equipment, software and services. This will create a large market opportunity for a new alternative propulsion ecosystem consisting of suppliers and OEMs developing and distributing these alternative technologies and end customers who will incorporate these new propulsion systems into their products. Companies who participate in developing enabling technologies will be longer term beneficiaries by achieving accelerated growth potential across the changing energy cycle. 8 Table of Contents Business Strategy We believe that many companies operating in the industrial and technology sectors have characteristics that make them attractive targets given the Industry 4.0 revolution and subsequent disruption caused by macrotrends around automation, digitalization, workforce availability, artificial intelligence, energy efficiency and alternative propulsion. We believe the transformation of the broader industrials landscape caused by these macrotrends will place industrial incumbents under pressure as disruptors entering the sector will drive a wave of new technological and subsequent business model changes. We see these companies as strategically well positioned, high-growth players in the coming Industry 4.0 technology revolution. Given our team s extensive experience as operators and investors in the global industrials market as both successful incumbents as well as disruptors, we believe our team is uniquely suited to source and identify the next wave of companies for acquisition that are poised to take advantage of the shifting landscape. Along those lines, we see companies with a European heritage, a strong U.S. connection and global reach as a potentially differentiated investment set that we are well positioned to take advantage of given the team s background and extensive network in those regions. Our acquisition strategy is to target companies with significant growth potential and higher returns of invested capital over a long time period: Early stage disruptive companies with transformative technologies. These include standalone businesses that need access to capital to continue to grow or can be merged with incumbents to disrupt sectors. Established high-quality family and founder owned businesses. Our executive management team, directors and advisory board have an extensive network with high quality family owned businesses that we believe would benefit from broader capital markets access to fulfill their overall potential. Businesses with promising next-gen technology facing idiosyncratic performance or succession challenges. These include businesses trailing peers on margin or cash conversion, facing succession planning challenges due to generational shifts or where management would benefit from an enhanced global network through us. Divisions of large corporations. These includes divisions of large corporations where there can be an opportunity to drive incremental growth and value creation by partnering with us. Competitive Advantages Expertise in operating industrial businesses. Our team has a track record of building industry-leading companies and proven ability to deliver shareholder value over an extended time period. As a public entity, we believe we can offer a wide range of advantages to stakeholders. These include, but are not limited to, utilizing our team s collective skills and experience to catalyze accelerated and profitable growth, broader access to debt and equity capital providers, liquidity alternatives for employees and investors, public currency for potential acquisitions, and improved branding in the marketplace. Having spent decades leading successful public and private industrial companies, our team has acquired a wealth of information and best practices that can drive shareholder value. Investing experience. We believe that our team s extensive track record of identifying and sourcing transactions positions us well to appropriately evaluate potential business combinations and select one that will be well received by the public markets. Proprietary sourcing network. Our selection process will leverage our team s network of industry, private equity sponsor, growth equity investor and lending community relationships as well as relationships with management teams of public and private companies, investment bankers, consultants, advisors, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. We believe that our network within the industrials space is exceptionally deep and that our team is well positioned to identify attractive acquisition opportunities within the sector. 9 Table of Contents Execution and structuring capability. Our team s combined expertise and reputation will allow us to source and complete transactions possessing structural attributes that create an attractive investment thesis. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation. We believe that by focusing our investment activities on these types of transactions, we can generate investment opportunities that have attractive risk/reward profiles based on their valuations and structural characteristics. Our Business Combination Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet all of these criteria and guidelines. We intend to seek to identify and acquire high-quality companies that have the following characteristics: Industrial and technology focus. We will seek companies with exposure to the industrial and technology sectors with a differentiated product or manufacturing expertise in software, advanced materials, highly engineered components, sub-systems and systems or that have unique market channel access including but not limited to strong brand differentiation. Geographic focus and reach. Given our team s experience and established network of relationships, we will predominantly target companies with a European heritage, a strong connection to the U.S. and global expansion potential with an eye towards maximizing addressable market reach. Companies at an inflection point. We will seek companies that require additional management expertise, access to capital, innovation to develop new products or services, improvement of financial performance, owner and generational transitions or growth through a business combination. Companies that have the ability to deliver significant operating leverage and future profitability whether they may or may not be profitable currently. We will seek to acquire businesses that, through their business model or technology, have the ability to improve margins and, by addressing a large market, have the opportunity to drive significant future profitability when fully scaled. Attractive valuation. We will seek companies at an attractive valuation relative to their long-term intrinsic value. Positioned to benefit from public currency. We will seek companies that demonstrate public readiness and will use access to public equity markets to pursue accretive acquisitions, high-return capital projects, strengthen their balance sheet and recruit and retain key employees. Strong management and governance. We will seek companies that have trustworthy, talented, and experienced management teams. These companies may be led by entrepreneurs who are looking for a partner with our expertise to execute on the next stage of their growth. For target companies that require new management, we will leverage our team s experience in identifying and recruiting top talent. Has the potential to grow through further acquisition opportunities. We will seek to acquire a business that has the potential to grow inorganically through additional acquisitions. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. 10 Table of Contents Initial Business Combination In accordance with the rules of the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of assets test described above. If the business combination involves more than one target business, the 80% of assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. Members of our management team, board of directors and advisory board will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such 11 Table of Contents business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association will provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information Our executive offices are located at 1140 Avenue of the Americas, 9th Floor, New York, New York, 10036, and our telephone number is 212-457-9077. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2020 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. 12 Table of Contents Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001830569_dynacure_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001830569_dynacure_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..416b3ebaeadd8286fb0398520ab685adf996414a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001830569_dynacure_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our ADSs. You should read this entire prospectus carefully, including Risk Factors, Business, Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements, including the notes thereto, before making an investment decision. Overview We are a clinical-stage company focused on developing and commercializing novel therapies to transform the lives of patients with rare diseases who have limited or no treatment options. We are initially focused on developing treatments for neuromuscular diseases, beginning with myotubular and centronuclear myopathies, or CNM, a group of devastating rare genetic disorders characterized by severe muscle weakness, or myopathy, with shortened life expectancy and significant morbidity. Our lead product candidate, DYN101, is an antisense oligonucleotide, or ASO, designed to be a disease-modifying medicine for treatment of the majority of CNM patients across multiple mutations in both adult and pediatric populations. ASOs are single-stranded, chemically synthesized nucleic acid analogs designed to bind a corresponding strand of ribonucleic acid and alter protein expression. We are conducting a Phase 1/2 clinical trial in Europe of DYN101, which is called UNITE-CNM, and we intend to expand this trial to sites in the United States in the second half of 2021. We expect to report interim pharmacokinetic, or PK, and safety data from this trial in the second half of 2022 and expect to report final data in 2023. DYN101 has been granted orphan drug designation by the U.S. Food and Drug Administration, or FDA, and European Medicines Agency, or EMA, and rare pediatric disease designation by the FDA. In addition, we are currently preparing to conduct a Phase 1/2 clinical trial of DYN101 called DyNaMic in a pediatric population in Europe, which may be expanded to the United States. Following interim data from the UNITE-CNM Phase 1/2 trial in adults, and subject to regulatory authorization, we expect to commence this pediatric clinical trial in the second half of 2022 in Europe. Our second program, DYN201, is a discovery-stage program focused on developing a treatment for a group of rare inherited neurodegenerative disorders characterized by spasticity and motor dysfunction called hereditary spastic paraplegias, or HSP. Our Approach We leverage our team s core strength in translational research and development to identify what we believe to be the most suitable target and modality to address a particular rare disease, aiming to mitigate challenges faced by others in the development of therapeutics. We select diseases with high unmet need that correspond to patient populations with genetic mutations whom we believe can be treated by altering the expression of a specific gene. We aim to match the target with the most suitable technical modality to address the disease. In our DYN101 program, we identified dynamin 2, or DNM2, a protein which when elevated is toxic in muscle cells, as the principal disease-causing mechanism in CNM. We selected ASOs as a treatment modality based on their advantageous properties that we believe make them well suited to target DNM2 and our previous experience with this technology in our preclinical studies. Leveraging our relationships in the industry, we formed a strategic collaboration with Ionis Pharmaceuticals, Inc., or Ionis, a world leader in the discovery and development of ASOs. Our initial research collaboration and license agreement with Ionis provides us access to its state-of-the-art ASO technology, which underpins our lead product candidate, DYN101. Patients are at the core of what we do. We are strengthening and growing our relationships with patient advocacy groups, key opinion leaders and practitioners, to establish Dynacure as a patient-focused leader in the treatment of rare neuromuscular disorders. Table of Contents The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 12, 2021 PRELIMINARY PROSPECTUS 6,250,000 American Depositary Shares Representing 6,250,000 Ordinary Shares This is an initial public offering of American Depositary Shares, or ADSs, of Dynacure S.A. We are offering 6,250,000 ADSs, representing ordinary shares. Each ADS represents the right to receive one ordinary share, nominal value 0.04 per share, and the ADSs may be evidenced by American Depositary Receipts, or ADRs. We currently expect the initial public offering price to be between $15.00 and $17.00 per ADS. Prior to this initial public offering, there has been no public market for our ADSs. We have applied to list our ADSs on the Nasdaq Global Market under the symbol DYCU. We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, will be eligible for reduced public company disclosure requirements. Per ADS Total Initial public offering price $ $ Underwriting commissions(1) $ $ Proceeds to Dynacure S.A., before expenses $ $ (1) See the section titled Underwriting for a description of the compensation payable to the underwriters. Investing in our ADSs involves a high degree of risk. See
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001830749_achilles_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001830749_achilles_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8515226504ba11c7d11bf6ca9572c4d5f7a85472
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001830749_achilles_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in the ADSs. You should carefully read the entire prospectus, and the registration statement of which this prospectus is a part, including Risk factors, Management s discussion and analysis of financial condition and results of operations, and our consolidated financial statements and the related notes, in each case included in this prospectus, before making an investment decision. Overview We are a clinical stage immuno-oncology biopharmaceutical company developing precision T cell therapies to treat multiple types of solid tumors. We are focused on advancing cancer therapies through our pioneering work in the field of tumor evolution and our belief that clonal neoantigens represent the most specific class of cancer cell targets. Our platform enables us to identify mutations formed early in the development of a cancer that give rise to antigens that are expressed by all of a patient s cancer cells but are absent from healthy tissue. We refer to this novel class of solid tumor targets as clonal neoantigens. To identify clonal neoantigens in a patient, we have developed a proprietary bioinformatic platform called PELEUS. This platform employs sophisticated statistical algorithms trained on the unique tumor genetic data derived from our exclusive license to data from the TRACERx study, which aims to analyze tumor samples from more than 840 non-small cell lung cancer, or NSCLC, patients. Once we have identified the clonal neoantigens our proprietary manufacturing process, VELOS, uses the patient s T cells and blood-derived dendritic cells to create a Clonal Neoantigen Targeting T cell therapy, or cNeT, that specifically targets multiple clonal neoantigens to eradicate the tumor. We are currently conducting two open-label Phase I/IIa trials to evaluate our cNeT product candidate, ATL001, in advanced NSCLC and metastatic or recurrent melanoma and expect to report interim data from these trials in the second half of 2022. We are also using our Material Acquisition Platform, or MAP, network, which consists of a network of participating medical facilities, to collect tissue samples from other tumor types, such as head and neck squamous cell carcinoma, or HNSCC, renal cell carcinoma, or RCC, triple negative breast cancer, or TNBC, and bladder cancer, to develop our PELEUS platform to identify clonal neoantigens in these tumor types. We expect to file investigational new drug applications, or INDs, for our earlier stage programs in the second half of 2021 and in the second half of 2023. We expect these INDs to be for our HNSCC and RCC programs, with HNSCC expected to be the lead program and to commence a clinical trial in the second half of 2022. Cancers originate from mutations in the DNA of individual cells that promote uncontrolled proliferation, metastasis and evasion of the immune system. Tumors within any given patient evolve in a Darwinian branched manner, where the mutations present at the point of a cell becoming cancerous will be carried to all future cancer cells and are therefore present in every future tumor cell of the patient. Additional mutations continue to arise in response to environmental pressures, carcinogens and genomic instability. These additional mutations increase the intra-tumor genomic variation and are present in some tumor cells but not others. Mutations can give rise to neoantigens expressed in the tumor cells. The neoantigens arising from the early mutations present at the time of cell transformation are referred to as clonal neoantigens while those that arise later in tumor development are referred to as subclonal neoantigens. As a result of this branched evolution, clonal neoantigens are expressed in every tumor cell, while subclonal neoantigens are expressed only by a fraction of tumor cells. Despite the recent advances in cancer therapy, no therapy to date has been able to specifically identify and target only the clonal neoantigens found throughout the target tumor. We believe this is a key reason for limitations in efficacy and durability of many of today s cancer therapies. Table of Contents The information contained in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated March 29, 2021 PRELIMINARY PROSPECTUS 9,750,000 American Depositary Shares Representing 9,750,000 Ordinary Shares This is the initial public offering of American Depositary Shares, or ADSs, representing ordinary shares, nominal value 0.001 per share, or ordinary shares, of Achilles Therapeutics plc. We are offering 9,750,000 ADSs. Each ADS represents one ordinary share. We expect the public offering price to be between $17.00 and $19.00 per ADS. Prior to this offering, there has been no public market for the ADSs or our ordinary shares. We have applied to have the ADSs listed on The Nasdaq Global Select Market under the symbol ACHL. We are both an emerging growth company and a foreign private issuer under the U.S. federal securities laws and have elected to comply with certain reduced public company reporting requirements. See Prospectus summary implications of being an emerging growth company and Prospectus summary Implications of being a foreign private issuer. Per share Total Initial public offering price $ $ Underwriting discounts(1) $ $ Proceeds, before expenses, to us $ $ (1) See Underwriting for additional information regarding underwriting compensation. We have agreed to reimburse the underwriters for certain expenses in connection with the offering. Investing in the ADSs involves a high degree of risk. Before buying any ADSs, you should carefully read the discussion of material risks of investing in the ADSs. See the Risk factors section beginning on page 15 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Following the closing of this offering, we will have two classes of ordinary shares, ordinary shares and Class A ordinary shares. The ordinary shares and Class A ordinary shares will be economically equivalent to each other. The rights of the holders of our ordinary shares and Class A ordinary shares will be identical, except with respect to voting and conversion. Each ordinary share will be entitled to one vote and will not be convertible into any other class of our share capital. The Class A ordinary shares do not have associated voting rights and each Class A ordinary share is convertible at any time at the election of the holder into one ordinary share. See Description of share capital and articles of association Ordinary shares for more information on the rights of the holders of our ordinary shares and Class A ordinary shares. We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to an additional 1,462,500 ADSs from us at the initial public offering price, less underwriting discounts and commissions. The underwriters expect to deliver the ADSs against payment in New York, New York on , 2021. J.P. Morgan BofA Securities Piper Sandler Chardan Oppenheimer & Co. Kempen & Co Prospectus dated , 2021 Table of Contents Presentation of financial information We maintain our books and records in pounds sterling. For financial reporting, our results are translated to U.S. dollars and we prepare our consolidated financial statements in accordance with generally accepted accounting principles in the United States, or US GAAP, as issued by the Financial Accounting Standards Board. All references in this prospectus to $ are to U.S. dollars and all references to and GBP are to pounds sterling. Unless otherwise indicated, certain pounds sterling amounts contained in this prospectus have been translated into U.S. dollars at the rate of $1.365 to 1.00, which was the noon buying rate of the Federal Reserve Bank of New York on December 31, 2020, the last business day of our fiscal period ended December 31, 2020. Such U.S. dollar amounts are not necessarily indicative of the amounts of U.S. dollars that could actually have been purchased upon exchange of pounds sterling at the dates indicated. We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. We have historically conducted our business through Achilles Therapeutics UK Limited, and therefore our historical consolidated financial statements present the consolidated results of operations of Achilles Therapeutics UK Limited and its subsidiaries. Following the completion of this offering, and after the consummation of the transactions described under the section titled Corporate reorganization, our consolidated financial statements will present the consolidated results of operations of Achilles Therapeutics plc and its subsidiaries. We expect that the consummation of the transactions described under the section titled Corporate reorganization will not have a material effect on our consolidated financial statements. Table of Contents We believe that targeting clonal neoantigens is the key to unlocking immunotherapy in solid tumors and have developed our platform to specifically address these targets. By targeting multiple clonal neoantigens, we have the potential to reduce the likelihood of immune escape by tumor cells, thereby enhancing long-term tumor control, while also reducing the potential for off target toxicity. We utilize our bioinformatics platform, PELEUS, to identify clonal neoantigens in patients and combine these targets with our VELOS manufacturing process, which utilizes a physiological, antigen-driven expansion process to create a functionally fitter T cell product candidate. We believe the resulting cNeT product candidates can overcome many of the challenges faced by existing immunotherapies for the treatment of solid tumors. Overview of current therapies and their limitations In the last decade, clinical trials have demonstrated the utility of the immune system in the fight against cancer, including some studies that have demonstrated impressive clinical responses against late-stage metastatic disease. Immuno-oncology therapies approved or in development include vaccines and checkpoint inhibitors, which are designed to re-activate the immune response to cancer, and genetically engineered immune cells, such as CAR-T and TCR-T therapies, which are designed to recognize and attack cancerous cells. While these existing immuno-oncology therapies have shown some impressive results in treating cancer, they each have limitations. An alternative approach, known as tumor infiltrating lymphocyte, or TIL, therapy, aims to extract T cells from the patient s tumor, expand them outside the body and reinfuse the expanded cells back into the patient. Standard TIL therapy has demonstrated some of the most impressive results in clinical trials to date. These therapies have been observed to induce significant response rates as well as including some complete responses in clinical trials for melanoma, cervical carcinoma and NSCLC. Despite the clinical benefits provided by standard TIL therapy, we believe the technology has been limited by several factors, including an inability to specifically target clonal neoantigens coupled with lack of T cell fitness, driving potential limitations to efficacy and durability, toxicity concerns and manufacturing and scalability challenges. Our solution To address the limitations of current immuno-oncology approaches, we developed Clonal Neoantigen Targeting T cells, or cNeT. Our approach uses a precision TIL-based therapy to target what we believe to be the most specific tumor antigens, clonal neoantigens, in solid tumors. We believe that tumor clonal neoantigens represent optimal tumor targets because they are recognized by the immune system as foreign antigens and are absent in normal, healthy tissue but present in all of a patient s tumor cells. The foundation of our approach is the PELEUS bioinformatics platform which is designed to identify each patient s own tumor-specific clonal neoantigens by comparing DNA sequencing information from healthy tissue and tumor tissue. Using this information, we manufacture clonal neoantigen peptides, load them onto dendritic cells extracted from the patient s blood, and co-culture them with TILs extracted from the patient s tumor to activate and expand a subset of the T cells. We call this proprietary manufacturing process VELOS. This process creates a cNeT product candidate significantly enriched for T cells designed to recognize and specifically target multiple clonal neoantigens across all of the patient s tumor cells. We have designed and are continuing to enhance an automated, fully-closed system for cell manufacturing, which we believe will be readily scalable for commercial supply and has the potential to overcome many of the manufacturing challenges associated with standard TIL therapies. Our current VELOS process has an end-to-end time of approximately nine weeks, with a goal of further reducing the time to six to eight weeks. Table of Contents Table of contents Page ABOUT THIS PROSPECTUS i PRESENTATION OF FINANCIAL INFORMATION ii PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001831006_blueriver_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001831006_blueriver_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6463a5e26ab591e44c00e284d19242b7c430c225
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001831006_blueriver_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: Companies Act are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; company, we, us, our, or our company are to BlueRiver, a Cayman Islands exempted company; founders are to John Gregg, our Co-Chairman and Co-Chief Executive Officer and Randall Mays, our Co-Chairman, Co-Chief Executive Officer and Chief Financial Officer; founder shares are to our Class B ordinary shares outstanding as of this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to our sponsor and each other holder of founder shares upon the consummation of this offering; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares, collectively; our management team are to our executive officers and directors (including our director nominees who will become directors at the consummation of this offering); private placement shares are to the Class A ordinary shares sold as part of the private placement units; private placement units are to the units to be issued to our sponsor in a private placement simultaneously with the closing of this offering, which private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus; private placement warrants are to the warrants sold as part of the private placement units or issuable upon conversion of working capital loans, if any; public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares to be sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and sponsor is BlueRiver Ventures, LLC, a Cayman Islands limited liability company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture by our sponsor of 937,500 founder shares. Overview BlueRiver Acquisition Corp. is a newly organized blank check company domiciled in the Cayman Islands whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock TABLE OF CONTENTS If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AMOUNT BEING REGISTERED PROPOSED MAXIMUM OFFERING PRICE PER SECURITY(1) PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of a redeemable Warrant to acquire one Class A ordinary shares (2) 28,750,000 units $ 10.00 $ 287,500,000 $ 31,367 Class A ordinary shares included as part of the Units (1) 28,750,000 shares (4) Redeemable warrants to acquire one Class A ordinary share included as part of the Units (3) 9,583,333 warrants (4) Total $ 287,500,000 $ 31,367 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. (2) Includes 3,750,000 Units, consisting of 3,750,000 Class A ordinary shares and 1,250,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416(a) under the Securities Act of 1933, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions. (4) No fee pursuant to Rule 457(g) under the Securities Act of 1933. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue acquisitions in any sector or industry, we will focus our search for opportunities to create value in the sectors where our management team have significant experience and leading edge expertise, specifically in the technology, media, telecom and entertainment industries. We will seek to capitalize on our management team s multi-decade experience as owners, operators, advisors, and investors in our target industries. Business combination opportunities will be sourced from our management team s extensive and differentiated network of owner, board, corporate executive, family office and CEO-level relationships. We intend to be proactive, disciplined and highly selective in sourcing potential targets that could otherwise not be available to other potential buyers. We believe that the experience and capabilities of our management team will make us an attractive target to potential target businesses. We believe our team possesses the complementary skills and experience that cover the key aspects of the investment process including sourcing, structuring, financing, negotiating, strategy development, operations management, and continued execution as a public company. We expect to be active owners following the potential business combination and expect to draw upon our management team s decades of experience to add value to a target business through strategic and board level advisory, add-on acquisitions, capital structure optimization and operational improvements. Our Management Team We will be led by John Gregg, Co-Chairman and Co-Chief Executive Officer, and Randall Mays, Co-Chairman, Co-Chief Executive Officer and Chief Financial Officer. Given our management team s extensive experience with capital markets and public market investors, we believe our management team is well-positioned to guide a company through the necessary measures needed for a publicly-traded company. John Gregg has been our Co-Chairman and Co-Chief Executive Officer since October 2020. Mr. Gregg has been the founder of Bluewater Ventures since 2003. Bluewater Ventures represents his family office and focuses on investing in special situations in the technology, media, telecom and entertainment industries. Mr. Gregg previously held various leadership roles including Head of Corporate Development and CFO from 1994 to 2003 for NTL Inc (now Virgin Media), a NYSE-listed cable communications company. Mr. Gregg also served as a Managing Director in charge of corporate finance and development for Cellular Communications Inc, Cellular Communications Intl, and Cellular Communication Puerto Rico Inc, three Nasdaq-listed companies. He was Managing Director and Chief Restructuring Officer of Iesy GMBH and the Managing Director of Cablecom GMBH, the largest Swiss broadband provider. Over his 30-year career in the TMT sector, he has negotiated over 50 acquisitions, divestitures and corporate restructurings and arranged over $18 billion in strategic investments. He has successfully led operational restructurings in companies varying in size from 500 to 25,000 employees. He was the Vice Chair and co-founder of Virgin Net and served as the Executive Chairman of Carat Security and Centigon, both providers of global mobile security solutions. Mr. Gregg received his MBA from Harvard Business School and his undergraduate degree from Georgetown University. Randall Mays has been our Co-Chairman, Co-Chief Executive Officer and Chief Financial Officer since October 2020. Mr. Mays has been the Founder & CEO of Running M Capital and Co-Managing Partner of Mays Family Enterprises since 2013. He sits on the boards of Live Nation Entertainment, Digital Defense, Spinal Stabilization Technologies, BuildGroup Technology Fund, Live Undiscovered Music (L M), Mind Science Foundation and the Mays Family Foundation. Running M Capital is a private investment firm supporting innovative and passionate entrepreneurs with novel ideas and technologies. Mays Family Enterprises (MFE) is a family office fund that partners with trusted and experienced management teams to invest in profitable companies with strong opportunities to grow their core businesses and pursue new market opportunities. After graduating from Harvard Business TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JANUARY 25, 2021 PRELIMINARY PROSPECTUS $250,000,000 BlueRiver Acquisition Corp. 25,000,000 Units BlueRiver Acquisition Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this process as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriters a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we do not consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, BlueRiver Ventures, LLC, has agreed to purchase an aggregate of 725,000 units (or 800,000 units if the underwriters over-allotment option is exercised in full), at a price of $10.00 per unit in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $7,250,000 (or $8,000,000 if the over-allotment option is exercised in full) that will close simultaneously with the closing of this offering. Each private placement unit is identical to the public units sold in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders currently own an aggregate of 7,187,500 Class B ordinary shares (up to 937,500 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised) which will automatically convert into Class A ordinary shares at the time of our initial business combination as described herein. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, under the symbol BLUA.U. We cannot guarantee that our securities will be approved for listing on the New York Stock Exchange. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the New York Stock Exchange under the symbols BLUA and BLUA WS , respectively on the 52nd day following the date of this prospectus unless Goldman Sachs & Co. LLC informs us of its decision to permit earlier separate trading and we have satisfied certain conditions described herein. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We are an emerging growth company and smaller reporting company under applicable federal securities laws and, as such, will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 34 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PER UNIT TOTAL Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 13,750,000 Proceeds, before expenses, to us $ 9.45 $ 236,250,000 (1) $0.20 per unit, or $5,000,000 in the aggregate (or $5,750,000 if the underwriters over-allotment option is exercised in full) is payable upon the closing of this offering. Includes $0.35 per unit, or $8,750,000 in the aggregate (or $10,062,500 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting beginning on page 167 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $250.0 million, or $287.5 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $5,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $5,750,500 if the underwriters over-allotment option is exercised in full) and an aggregate of million to pay expenses in connection with the closing of this offering and for working capital following this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager Goldman Sachs & Co. LLC , 2021 TABLE OF CONTENTS School in 1991, Mr. Mays began his career at Goldman Sachs & Co. working with the mergers and acquisitions team before joining Clear Channel Communications. Mr. Mays spent almost 20 years at Clear Channel Communications (now iHeartCommunications), a Fortune 500 mass media corporation, holding various leadership roles including Vice Chairman, President and CFO from 1993 to 2013. During his tenure, Clear Channel Communications (NYSE:CCU) was one of the best performing stocks for the decade of the 1990 s. Mr. Mays helped manage over 40,000 employees, global operations, strategy, corporate development and capital markets. Mr. Mays supported Clear Channel Communications growth from a handful of radio stations to an enterprise with over 1,200 radio stations, one of the largest outdoor advertising businesses in the world and the largest live entertainment company. Annual revenue grew during that period from approximately $100 million to over $6.9 billion in 2008, when the company was sold. While at Clear Channel, Mr. Mays led the strategic initiative to further consolidate the Live Entertainment business through its wholly owned subsidiary Clear Channel Entertainment. Mr. Mays oversaw its spinout into the publicly traded company now known as Live Nation Entertainment (NYSE:LVY). During this period, Mr. Mays was the CEO of Clear Channel Entertainment and served as the Chairman of Live Nation from its inception until its merger with Ticket Master. After stepping down as Chairman in 2010, Mr. Mays has served on the board as Chair of the Nominating and Governance Committee and a member of the Executive Committee. Mr. Mays also served on the board of Clear Channel Outdoor (NYSE:CCO), XM Satellite Radio, American Tower Corporation, and CNET Technologies. He has recently joined the Bridge Builders Collaborative, an investment group focused on technology to redefine mindfulness and social wellness. We also expect to benefit from the advice and participation of other principals of BlueRiver including Eric Medina, our Managing Director, Head of Finance and Corporate Development, who will work alongside our management team to evaluate and execute a business combination. Eric Medina previously worked at Westhook Capital, a private equity fund where he was responsible for sourcing, executing and managing new platform investments. Prior to Westhook Capital, Mr. Medina was a Vice President at aPriori Capital Partners, an independent leveraged buyout fund advisor created in connection with the spin-off of DLJ Merchant Banking Partners from Credit Suisse. Prior to DLJ Merchant Banking Partners, Eric served as an investment banking analyst in the TMT group at Credit Suisse. He began his career as an energy trader with Barclays Capital. Mr. Medina holds a BBA from the Ross School of Business at the University of Michigan. We will be further supported by the expertise of our board of directors that includes Anne Farlow, Alok Sama and John E. Sununu. We expect our board of directors will help us to identify, evaluate, acquire and transform a target business. Anne Farlow, our director nominee, is an experienced private equity investment professional and currently serves as Non-Executive Chairman of the Board of Pershing Square Holdings, Ltd. Ms. Farlow, a Hong Kong resident, has been the independent Chairman of Pershing Square Holdings, Ltd. since 2014. Pershing Square Holdings, Ltd is an investment holding company which is listed in on the London Stock Exchange and on Euronext, and is a constituent of the FTSE 100 index. Since 2005, she has been an active investor in and nonexecutive director of various unlisted companies. From 2000 to 2005, she was a director of Providence Equity Partners in London, and was one of the partners responsible for investing a $2.8 billion fund in telecom and media companies in Europe. From 1992 to 2000, she was a director of Electra Partners in London and JF Electra in Hong Kong. Prior to working in private equity, Ms. Farlow worked as a banker for Morgan Stanley in New York, and as a management consultant for Bain and Company in London, Sydney and Jakarta. Ms. Farlow graduated from Cambridge University with a MA in engineering in 1986 and a MEng in chemical engineering in 1987. She obtained an MBA from Harvard Business School in 1991. Alok Sama, our director nominee, was formerly the President and CFO of SoftBank Group International, where he was responsible for the finance functions for SoftBank Group International and its operating affiliates. Alok served as CFO of SoftBank Group International from September 2014 to July 2016 and President and CFO from July 2016 to April 2019. Alok served as a Senior Advisor of SoftBank Group International from April 2019 to February 2020. Alok also served as Chief Strategy Officer for SoftBank Group, where his responsibilities included corporate development, M&A, all proprietary investments and investor relations. While at SoftBank, Alok led the announced $59 billion TABLE OF CONTENTS merger of Sprint and T-Mobile, SoftBank s $34 billion acquisition of ARM Holdings Plc, the $10 billion disposition of SoftBank s stake in Alibaba Group Holding, SoftBank s $8.6 billion sale of Supercell Oy to Tencent Holdings, and the restructuring of SoftBank s holding in Yahoo Japan. He was also responsible for multiple growth capital investments across technology verticals, including ridesharing, fintech and communications. Alok additionally represented SoftBank as a Board member at ARM Holdings from August 2016 to April 2019, Fortress Investment Group from June 2018 to May 2019, Brightstar Corp from January 2016 to April 2019, SoftBank Energy from June 2016 to June 2020, SoFi from October 2018 to September 2020, SoftBank Group Capital and Airtel Africa from November 2018 to May 2019. Alok has over 30 years of investment banking, capital markets and investment experience in New York, London and Hong Kong. Prior to his time at SoftBank, Alok was a senior Managing Director at Morgan Stanley. While at Morgan Stanley, he led the firm s communications practice in Europe and its TMT practice in the Asia-Pacific region. He also established Morgan Stanley s capital markets business in Asia as well as its investment banking practice in India. His experience at Morgan Stanley included M&A advisory, IPOs, restructurings and financing transactions for clients in North America, Europe and Asia. Alok also co-founded Baer Capital Partners, an alternative asset management firm focused on India with over $300 million in assets, in partnership with the Baer family and Dubai Holdings. He continues to serve as a Director of Baer Capital. He is a member of the CNBC Global CFO Council and is a former Chairman of the London Chapter of the Young Presidents Organization (YPO). Alok has served as a Senior Advisor to The Raine Group since January 2020 and a Senior Advisor to Warburg Pincus LLC since December 2019. John E. Sununu, our director nominee, served as a U.S. Senator from New Hampshire from 2003 to 2009. He was a member of the Committees on Banking, Commerce, Finance and Foreign Relations, and he was appointed the Congressional Representative to the United Nations General Assembly. Before his election to the Senate, Senator Sununu served three terms as a member of the U.S. House of Representatives from New Hampshire s 1st District from 1996 to 2002, where he was vice chairman of the Budget Committee and a member of the Appropriations Committee. During his twelve years in Congress, he drafted and helped pass several important pieces of legislation, including the Internet Tax Freedom Act, the Survivors Benefit Act and the New England Wilderness Act. Prior to serving in Congress, Senator Sununu served as chief financial officer for Teletrol Systems, a manufacturer of building control systems. Senator Sununu formerly served as a director of Time Warner Cable Inc. He has been a director of Boston Scientific since 2009 and as Council member of Lloyd s of London since 2019. He received his B.S. and M.S. degrees in Mechanical Engineering from the Massachusetts Institute of Technology and an M.B.A. from Harvard Business School. Business Strategy Our acquisition and value creation strategy is to leverage our management team s expertise, network and operational experience to identify and complete our initial business combination with a growth focused, market leading company in the technology, media, telecom and entertainment industries that operates on a global basis and that will complement and benefit from our management team s skills, to deliver long-term shareholder value. Our management team has extensive relationships and significant experience that provide us with unique access to proprietary transaction sources and opportunities through which we will be able to maximize value for our shareholders. The management team intends to capitalize on opportunities presented by the changing dynamics in our focus industries by seeking a company that is benefitting from the following trends: Next-generation technology that has the potential to unlock growth and new market opportunities including 5G, high-speed internet, IoT, artificial intelligence, new platforms for content and entertainment consumption, big data, music and media monetization and others. Service providers that benefit from long term impacts of next generation technology spend. Leading brands and differentiated intellectual property that can be further monetized on a global basis. TABLE OF CONTENTS Changes in consumer behavior creating new avenues of content monetization. Evolving business models that create opportunities for recurring, reoccurring and subscription like revenue. Regulatory changes that create or open new markets which lead to significant economic activity and value creation opportunity. Companies that require additional capital to recover or accelerate growth following the impact of COVID-19. Many sound businesses have been temporarily impacted by COVID-19 and the unforeseen economic circumstances. The temporary dislocation caused by COVID-19 creates opportunities to support sound businesses, and reset certain strategies that would have otherwise been difficult to reset before COVID-19 while capitalizing on attractive valuations. We also believe COVID-19 has changed or accelerated certain key trends in the technology, media, telecom and entertainment industries. We believe there are significant opportunities to provide the companies changing and accelerating the key trends with capital at attractive valuations. Upon completion of this offering, our management team will communicate with their industry relationships to announce the formation of the company and articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing acquisition targets. Acquisition Criteria Consistent with our Business Strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses, but we may decide to enter into a business combination with a target business that does not meet these criteria and guidelines. Benefit from our Management Team s Relationships and Experience: We intend to capitalize on our management team s multi-decade experience as owners, operators, advisors, and investors in our target industries. Business combination opportunities will be sourced from our management team s extensive and differentiated network of owner, board, corporate executive, family office and CEO-level relationships. We intend to be proactive, disciplined and highly selective in sourcing potential targets that could otherwise not be available to other potential buyers. We believe that the experience and capabilities of our management team will make us an attractive target to potential target businesses. In addition, our management team maintains relationships with pre-eminent private and public market investors as well as sovereign wealth funds, which will present a number of competitive advantages in deal flow. Compelling Revenue, Free Cash Flow and Value Creation Prospects: We will seek to acquire one or more businesses that we believe will have multiple organic and M&A-driven growth opportunities over time. We will search for attractive, growth-oriented businesses that exhibit sound, underlying fundamentals as well as demonstrated revenue growth and a clear path to increased profitability and free cash flow generation. This includes such potential targets that are currently, or that we believe have the potential to be, a category leader with long-term growth potential. Defensible Market Position: We intend to target companies that have a strong market position and significant barriers to entry. We believe moats can exist and be created through differentiated technology, product innovation, strong distribution capabilities, diversified customer base, intellectual property and brand or other factors, which lead to low risks of disruption from new technologies or new entrants. Location: We are searching for attractive target acquisition opportunities globally, with a particular emphasis on companies in North America, Europe and Asia. We expect to draw on our management team s international contacts in order to source investment opportunities. Management Capability: We plan to target companies with strong management teams that have demonstrated the ability to scale and operate on a global basis. Our management TABLE OF CONTENTS team is committed to providing full support, guidance and additional management talent to assist the target company in executing its strategy. We expect that the operating and financial abilities of our management team and board will complement the target s management capabilities. Positioned to Benefit from Being a Public Company: We intend to seek companies that demonstrate public market readiness and that we believe would benefit from a partnership with our management team. We expect being a public company will facilitate accretive acquisitions, strengthening the balance sheet, employee retention and recruitment, publicity and other avenues for growth. Sector: We plan to target companies in the technology, media, telecommunications and entertainment industries. Size: We intend to focus on companies that alone, or through a strategic combination with another company, have an enterprise valuation between $1.0 billion and $3.0 billion, or larger. We believe at this scale we can be most effective in applying the experience and resources of the management team to accelerate growth and enhance profitability. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of an initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, and criteria that our team may determine to be relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, among other things, meetings with members of the target s management and other employees, document reviews, interviews of customers and suppliers, inspections of facilities and a review of financial and other information about the target and its industry. We will also benefit from our management team s network of relationships with business owners, board members and members of executive management teams to provide insights into their areas of expertise as well as leverage their operational and capital planning experience. Members of our management team may directly or indirectly own our ordinary shares and/or private placement units following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. Certain of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, any future special purpose acquisition companies we expect they may be involved in and investment funds, accounts, co- investment vehicles and other entities such entities have invested. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any future special purpose acquisition companies we expect they may be involved in and any other investment vehicles), then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. TABLE OF CONTENTS Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability complete our business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer on the one hand, and us, on the other. Initial Business Combination The NYSE listing rules and our amended and restated memorandum and articles of association require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). We refer to this as the 80% net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent accounting firm that such an initial business combination is fair to our company from a financial point of view. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if it is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and our board of directors determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post -business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target business, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target business and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target TABLE OF CONTENTS business. In this case, we would acquire a 100% controlling interest in the target business. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to the completion of our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that such an initial business combination is fair to our company from a financial point of view. Officers and members of our board of directors will directly or indirectly own founder shares and private placement units following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to select or locate any such acquisition candidate. Our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Our founders, officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. In particular, in the future we expect certain of our officers and directors may be officers and/or directors of other future special purpose acquisition companies. Corporate Information Our executive offices are located at 250 West Nottingham Drive, Suite 400 San Antonio, Texas 78209. Our phone number is . Our website is . The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from TABLE OF CONTENTS complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the end of that year s second fiscal quarter, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the end of that year s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. TABLE OF CONTENTS THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 25,000,000 units (or 28,750,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one redeemable warrant. Proposed NYSE symbols Units: BLUA.U Class A ordinary shares: BLUA Warrants: BLUA WS Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Goldman Sachs & Co. LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of TABLE OF CONTENTS such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 25,725,000(1)(2) Ordinary shares: Number outstanding before this offering 6,250,000(3)(4) Number outstanding after this offering 31,975,000(1)(3)(4)(5) Warrants: Number outstanding before this offering 0 Number outstanding after this offering and the private placement 8,575,000(1)(6) (1) Assumes no exercise of the underwriters over-allotment option. (2) Comprised of 25,000,000 units sold in this offering and 725,000 private placement units to be sold in the private placement. (3) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (4) Does not include up to 937,500 founder shares that are currently outstanding and subject to forfeiture if the underwriters overallotment option is not exercised. (5) Includes 25,000,000 public shares, 725,000 shares underlying the private placement units and 6,250,000 founder shares. (6) Includes 8,333,333 public warrants included in the units sold in this offering and 241,667 private placement warrants underlying the private placement units to be sold in the private placement. Warrant exercisability Each whole warrant sold in this offering is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination target for target businesses. Warrant exercise price $11.50 per whole share, subject to adjustment as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of our initial business combination TABLE OF CONTENTS at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our ordinary shares during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. Warrant exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective under the Securities Act within 60 business days after the closing of our initial business TABLE OF CONTENTS combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the Reference Value ) (as adjusted to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $18.00 ). TABLE OF CONTENTS We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, unless the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under applicable securities laws. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 After the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below); if, and only if, the last reported sale price of our Class A ordinary shares equals or exceeds $10.00 per public share on the trading day before we send the notice of redemption to the warrant holders (as adjusted to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 ); and if the Reference Value is less than $18.00 per share, then the private placement warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder s ability to cashless exercise its warrants) as the outstanding public warrants as described above (as adjusted to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 ). The fair market value of our Class A ordinary shares shall mean the volume-weighted average price of our Class A ordinary shares for the 10 trading days immediately following TABLE OF CONTENTS the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Founder shares On October 30, 2020, our sponsor paid $25,000, or approximately $0.0035 per share, to cover certain of our expenses in consideration for 7,187,500 founder shares. Prior to the initial investment in us of $25,000 by the sponsor, we had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to us by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our initial shareholders (and their permitted transferees), on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering (excluding the private placement shares underlying the private placement units). Up to 937,500 founder shares held by our sponsor will be subject to forfeiture, depending on the extent to which the underwriter s over-allotment option is exercised. If we increase or decrease the size of this offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial shareholders, on an as-converted basis, at 20.0% of our issued and outstanding ordinary shares upon the consummation of this offering. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to the completion of our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; TABLE OF CONTENTS the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares, private placement shares and public shares they hold, (ii) to waive their redemption rights with respect to any founder shares, private placement shares and any public shares purchased during or after this offering in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period or (B) with respect to any other material provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering or during any extended time that we have to consummate an initial business combination beyond 24 months as a result of a shareholder vote to amend our amended and restated memorandum and articles of association (an Extension Period ) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period). If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares, private placement shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares and private placement shares, we would need 9,228,125, or 36.9% (assuming all issued and outstanding shares are voted), or 1,020,312, or 3.2% (assuming only the minimum number of shares representing a quorum are voted), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (in each case assuming all issued and outstanding shares are voted and the over-allotment option is not exercised); the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business TABLE OF CONTENTS combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares and private placement units Except as described herein, our initial shareholders have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the last reported sale of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement units, private placement shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and management team with respect to any founder shares, private placement units, private placement shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation of this offering (excluding the private placement shares underlying the private placement units), plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by us in connection with or in relation to the consummation of our initial business combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement units issued to our sponsor, members of our management team or any of their affiliates upon conversion of working capital TABLE OF CONTENTS loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of our board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution passed by a majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of the NYSE then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Our amended and restated memorandum and articles of association provide that our board of directors will be divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Private placement units Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 725,000 private placement units (or 800,000 private placement units if the underwriters overallotment option is exercised in full) at a price of $10.00 per unit for an aggregate purchase price of $7,250,000 (or $8,000,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The private placement units are identical to the public units sold in this offering, subject to certain limited exceptions as described in this prospectus. The private placement warrants included in the private placement units will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities TABLE OF CONTENTS Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the historical fair market value over the exercise price of the warrants by (y) the historical fair market value. The historical fair market value will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account The NYSE rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement units be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement units described in this prospectus, $250,000,000, or $287,500,000 if the over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited in a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus and approximately $1,250,000 will be used to pay expenses in connection with the closing of this offering and approximately $1,000,000 will be used for working capital following this offering. These proceeds include $8,750,000 (or $10,062,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions which will be paid to the underwriters upon the closing of the business combination. The remainder of the net proceeds of this offering will not be held in the trust account. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private TABLE OF CONTENTS placement units held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering or during any Extension, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering or during any Extension Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest income (if any) to pay our income taxes, if any. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.08% per year, we estimate the interest earned on the trust account will be approximately $200,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement units not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,250,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or certain of our officers and directors, although they are under TABLE OF CONTENTS no obligation to advance funds to, or invest in, us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination The NYSE listing rules require that our initial business combination occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the trust account (excluding taxes payable on interest earned) at the time of the agreement to enter into the initial business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide shareholders with our analysis of the fair market value of the target business, as well as the basis for our determinations. If our board is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm, which is a member of FINRA or an independent accounting firm such that an initial business combination is fair to our company from a financial point of view. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired by us is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business TABLE OF CONTENTS combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. There is no limit on the number of our securities our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NYSE rules. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material non-public information), our initial shareholders, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If our sponsor, directors, executive officers, advisors or their affiliates engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. TABLE OF CONTENTS The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such transactions may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such transactions are consummated, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption right may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business TABLE OF CONTENTS combination within 24 months from the closing of this offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. Limitations on redemptions Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Redemption rights in connection with proposed amendments to our amended and restated memorandum and articles of association Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated memorandum and articles of association will provide that any of its provisions (other than amendments relating to the appointment or removal of directors prior to our initial business combination, which require the approval of holders of a majority of at least 90% of the outstanding shares of our ordinary shares voting at a shareholder meeting) related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the sale of the private placement units into the trust account and not release such amounts except in specified circumstances and to provide redemption rights to public shareholders as described herein) may be amended if approved by holders of at least two-thirds of our outstanding ordinary shares, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our outstanding ordinary shares. Unless specified in our amended and restated memorandum and articles of association, or as TABLE OF CONTENTS required by applicable law or stock exchange rules, the affirmative vote of a majority of the outstanding shares of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders, and, prior to our initial business combination, the affirmative vote of holders of a majority of the outstanding Class B ordinary shares is required to approve the appointment or removal of directors. Prior to an initial business combination, we may not issue additional securities that can vote pursuant to our amended and restated memorandum and articles of association on any initial business combination or any amendments to our amended and restated memorandum and articles of association. Our initial shareholders, who will beneficially own approximately 20% of our ordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering), may participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they may choose. Our founders, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Our initial shareholders, officers and directors have entered into a letter agreement with us, pursuant to Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. Except for as required by applicable law or stock exchange listing requirements, the decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares (excluding the private placement shares underlying the TABLE OF CONTENTS private placement units) or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with NYSE s shareholder approval rules. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NYSE. Such provisions may be amended if approved by holders of two-thirds of our ordinary shares entitled to vote thereon. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and our management team have agreed to vote their founder shares, private placement shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares and private placement shares, we would need 9,228,125, or 36.9% (assuming all issued and outstanding shares are voted), or 1,020,312 or 3.2% (assuming only the minimum number of shares representing a quorum are voted), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. TABLE OF CONTENTS If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination Tendering share certificates in connection with a tender offer or redemption rights We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we TABLE OF CONTENTS do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our founders to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee or released to us to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-business combination businesses, the payment of principal or interest TABLE OF CONTENTS due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association provides that we will have only 24 months from the closing of this offering or during any Extension period to consummate our initial business combination. If we do not consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within the allotted time period. Our initial shareholders have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the allotted time period). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period, and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended TABLE OF CONTENTS and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement units held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in the amount of $50,000 per month subject to adjustment based on actual costs incurred; TABLE OF CONTENTS reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or certain of our officers and directors to us to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement units at a price of $10.00 per unit at the option of the lender. The private placement units are identical to the public units sold in this offering, subject to certain limited exceptions as described in this prospectus. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to the completion of our initial business combination using proceeds of this offering and the sale of the private placement units held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. RISKS We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors beginning on page 34 of this prospectus. Our business is subject to numerous risks and uncertainties, including those highlighted in the section title Risk Factors, that represent challenges that we face in connection with the successful implementation of our strategy. The occurrence of one or more of the events or circumstances described in the section titled Risk Factors, alone or in combination with other events or circumstances, may TABLE OF CONTENTS adversely affect our ability to effect a business combination, and may have an adverse effect on our business, cash flows, financial condition and results of operations. Such risks include, but are not limited to: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination partners, which may make it difficult for us to enter into a business combination with a partner. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. The requirement that we consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination partners, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001831236_bridgetown_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001831236_bridgetown_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..536f09f97a5f718726c03224e59f27da24ce67b8
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001831236_bridgetown_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: amended and restated memorandum and articles of association are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering; company, our company, we, or us are to Bridgetown 2 Holdings Limited, a Cayman Islands exempted company; Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; and equity-linked securities are to any securities of our company which are convertible into or exchangeable or exercisable for, ordinary shares of our company; founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and, unless the context otherwise requires, our Class A ordinary shares issued upon the conversion thereof as provided herein; FWD are to FWD, a pan-Asian life insurance company majority owned by Pacific Century, which is an affiliate of our sponsor and has indicated an interest in purchasing public shares in this offering; initial shareholders are to the holders of our founder shares prior to this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; Pacific Century are to Pacific Century Group, an affiliate of our sponsor; PineBridge are to PineBridge Investments, an affiliate of both our sponsor and Pacific Century; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to our Class A ordinary shares offered in this offering (whether they are subscribed for in this offering or thereafter in the open market); public shareholders are to the holders of our public shares; sponsor are to Bridgetown 2 LLC, a Cayman Islands limited liability company; sponsor affiliates are to certain affiliates of our sponsor who have indicated an interest in purchase public shares in this offering; and Thiel Capital are to Thiel Capital LLC, an affiliate of our sponsor. All references in this prospectus to our shares being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. All references in this prospectus to our share dividends shall take effect as share capitalizations as a matter of Cayman Islands law. In December 2020, our sponsor returned to us for cancellation, at no cost, an aggregate of 10,062,500 founder shares, resulting in our sponsor holding an aggregate of 5,750,000 founder shares. In January 2021, we effected a share dividend of 0.3 shares for each ordinary share in issue, resulting in our initial shareholders holding an aggregate of 7,475,000 founder shares, up to 975,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Registered trademarks referred to in this prospectus are the property of their respective owners. 1 Table of Contents General We are a blank check company incorporated on June 24, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have generated no revenues to date and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an acquisition or a business combination target in any business or industry, we intend to focus our search on a target with operations or prospective operations in the technology, financial services, or media sectors, which we refer to as the new economy sectors , in Southeast Asia, although we may also explore compelling opportunities in South Asia. We believe that Southeast Asia is entering a new era of economic growth, particularly in the new economy sectors, which we expect will result in attractive initial business combination opportunities for attractive risk-adjusted returns. The Association of Southeast Asian Nations, or ASEAN, is made up of countries in Southeast Asia including Indonesia, Thailand, Singapore, Vietnam, the Philippines, Malaysia, Brunei Darussalam, Myanmar, Cambodia and Laos. With a population of 649 million and a nominal GDP of approximately $3 trillion in 2018, ASEAN is fast becoming a major regional economic force and a driver of global growth. ASEAN remains one of the fastest growing regions in the world with economic growth continuing to average 5.4% per annum, and is estimated by ASEAN to become the fourth-largest economy in the world by 2030 after the United States, China, and the European Union. In particular, collective findings by Google, Temasek (an active global investment company owned by the Government of Singapore) and Bain & Company indicate that the region s internet economy has crossed the $100 billion mark in 2019 and is poised to triple to an estimated $300 billion by 2025. With approximately 360 million Internet users in the region, 90% of which connect to the Internet primarily through their mobile phones, Southeast Asia boasts one of the most engaged mobile internet audience in the world. In addition, with an estimated 150 million people who will be turning 15 years old (the so-called, mobile age ) over the next 15 years, Indonesia and Vietnam lead the region with an estimated over 40% year-over-year growth in Internet economies, while Malaysia, Thailand, Singapore and the Philippines are growing by an estimated 20-30% annually. By the end of 2020, the number of digital consumers in Southeast Asia is estimated to reach approximately 310 million, which is nearly 70% of Southeast Asian consumers. Gross merchandise value (GMV) of Internet economies reached an estimated 3.7% of the Southeast Asian GDP in 2019 and is expected to reach an estimated 8.5% by 2025. In addition, we believe the Southeast Asian region presents market opportunities in the financial sector. According to an Asian Development Bank report on financial inclusion in Southeast Asia, the gap between needs of the populace and the volume of electronic payment and transfer volumes is estimated to be more than $180 billion in Indonesia, Philippines, Cambodia and Myanmar combined. In addition, in the same set of countries, there is an estimated gap between savings capacity and savings in formal financial institutions of more than $80 billion and gap between credit needs and what is fulfilled by informal lenders is estimated to be approximately $80 billion. There is also low insurance penetration in these markets. For these reasons, we believe that there are significant market opportunities in these segments. We also believe that there are not many funding sources for middle and late-stage fundraising in the Southeast Asian consumer internet space, which we believe provides potential opportunities. We believe this growth in these new economy sectors will be driven by private sector expansion, technological innovation, a growing young and middle class population, increasing consumption, structural economic and policy reforms and demographic changes in the region. Our Sponsor Bridgetown 2 LLC, our sponsor, has been formed as a collaboration between Pacific Century and Thiel Capital, with each of Pacific Century and/or its affiliates or related entities, on the one hand, and Thiel Capital and/or its affiliates or related entities, on the other hand, having a 50% economic interest. We may also draw upon the services of PineBridge Investments, an affiliate of Pacific Century. 2 Table of Contents Pacific Century Group Founded by Mr. Richard Li in 1993, Pacific Century is an investment group with experience investing in, building and operating businesses in Financial Services and Technology, Media & Telecommunications (TMT). In 1990, Mr. Li founded Asia s first satellite-delivered cable-TV, Star TV (eventually sold to Rupert Murdoch s News Corp). Mr. Li founded Pacific Century Regional Developments Limited (PCRD) in 1994, with Pacific Century Insurance (PCI) as one of the subsidiaries (sold to Fortis in 2007). In 1999, Mr. Li, through Pacific Century, acquired a substantial interest in PCCW (then known as Tricom Holdings Limited), which currently holds a majority interest in Viu (an OTT video streaming platform in Asia) and HKT (a Hong Kong telecommunications service provider). In 2010, he acquired the global asset manager PineBridge Investments from AIG. PineBridge manages US$96 billion in assets as of March 2020. The firm s private capital arm has invested in privately held companies, including Legendary Pictures (a film production and entertainment company), FieldTurf (an installer of artificial turf at sports fields), Tensar (a provider of technology driven solutions for soil reinforcement and ground stabilization), Royalty Pharma (an acquiror of pharmaceutical royalties), Sodecia North America (formerly AZ Automotive; a manufacturer and supplier of engineered metal stampings, assemblies and modules for automobile and motor vehicles). In 2013, Mr. Li established FWD, a life insurance company launched in Hong Kong, Macau and Thailand that has since grown to span nine markets across Asia. FWD had total assets of approximately $50 billion as of December 2019 through organic growth and a series of acquisitions of insurance businesses from leading insurance companies. Mr. Li was among the earliest investors in Tencent (a public Chinese conglomerate with over US$600 billion market capitalization that has major holdings in tech, film, music, and gaming), Sohu (a China-based online media, search and game service company), Sina (a Chinese media and technology company) and CompareAsia Group (a financial comparison site in Southeast Asia). Mr. Li was also a late stage investor in Chegg (an American education technology company listed on NYSE), 91.com (a Chinese mobile app marketplace and mobile game operator which was subsequently sold to Baidu), PPStream (a Chinese peer-to-peer streaming video network software which was subsequently sold to iQIYI) and Tokopedia (an e-commerce platform in Indonesia). Mr. Li was a Hong Kong representative at the APEC Business Advisory Council (ABAC) from 2009 to 2014. Mr. Li is a trustee of the Li Ka-Shing Foundation, one of Asia s most active venture and technology investors. He is also a director of Shantou University and a governor at the ISF Academy, a private school located in Hong Kong. Thiel Capital Thiel Capital is an investment firm founded in 2011 by entrepreneur and investor Peter Thiel. Located in Los Angeles, California, Thiel Capital provides strategic and operational support for a variety of investment initiatives and entrepreneurial endeavors. Thiel Capital and its predecessors have incubated and launched several investment firms now with billions of dollars under management, including Founders Fund, Mithril and Valar Ventures. Numerous other business and philanthropic ventures, including the Thiel Fellowship and Breakout Labs, have also started under the Thiel Capital umbrella. Peter Thiel cofounded PayPal, Inc., an online payments company, where he served as Chief Executive Officer, President and Chairman of the board of directors until the company s initial public offering and subsequent acquisition by eBay in 2002. He made the first outside investment in Facebook, Inc., where he serves as a director. Mr. Thiel also cofounded Palantir Technologies Inc. and is Chairman of its board of directors. Mr. Thiel and the investment firms he founded have a track record of investing in frontier technology companies, having provided early-stage funding for LinkedIn, Yelp, Stripe, Brex, Trumid, SoFi, SpaceX, Spotify, Airbnb, Qoo10 and hundreds of other startups. Mr. Thiel is a partner at Founders Fund, a San Francisco-based venture capital firm investing in science and technology companies solving difficult problems. Formed in 2005, Founders Fund has raised eight venture capital funds, manages more than $6 billion in committed capital and has supported many consequential companies, including SpaceX, which designs, manufactures and launches advanced rockets and spacecraft, and Airbnb, an online marketplace for lodging, tourism and experiences. Mr. Thiel also cofounded Mithril, a Texas-based venture capital firm, and Valar Ventures, a New York-based venture capital firm. Thiel Capital and Mr. Thiel are also actively involved in the financial technology space, having provided support for companies such as Brex, a company providing cash management services for growing companies with a focus on start-ups in the life science and e-commerce space, Social Finance, an online personal finance company providing student loan refinancing, and Trumid, an electronic bond trading platform. Mr. Thiel is also the founder and chairman of The Thiel Foundation, which supports science, technology, and long-term thinking about the future. In 2011 Mr. Thiel, through The Thiel Foundation, started the Thiel Fellowship, a two-year program for young people who want to build new things instead of attending college. Fellows receive a $100,000 grant and support from The Thiel Foundation s network of founders, investors and scientists. Past fellows include Vitalik Buterin, co-creator of Ethereum, a global, open-source platform 3 Table of Contents for decentralized applications; Lucy Guo, co-founder of Scale AI, a provider of data to train artificial intelligence applications; Ritesh Agarwal, founder and Chief Executive Officer of OYO Rooms, a hotel chain based in India; and Austin Russell, founder and Chief Executive Officer of Luminar Technologies, Inc., which makes LIDAR equipment and software for the transportation industry. The Thiel Foundation also houses Breakout Labs, which backs scientist entrepreneurs working at the intersections of technology, biology, materials and energy. Investors are cautioned that Thiel Capital and its affiliates or related entities past performance is not necessarily indicative of our future results. In certain circumstances, and subject to, among other things, Thiel Capital s internal policies and procedures, contractual obligations to third parties and applicable laws and regulations, we may seek to draw upon Thiel Capital s network and relationships to provide access to deal prospects because of our management s belief that such network and relationships have produced high-quality, high-value deals and companies in the past, though neither Thiel Capital nor any related entity has any obligation or duty to us or our shareholders, including without limitation any obligation or duty to present us with any opportunity for a potential business combination. We may also potentially benefit from Thiel Capital s network and relationships in identifying companies that may be appropriate acquisition targets; however, neither Thiel Capital nor any of its related entities is obligated to identify any such target companies. Any such activities are solely the responsibility of our management team. While Bridgetown 1 may also seek to draw upon Thiel Capital s network and relationships to provide access to deal prospects, we do not expect there to be much overlap in deal prospects due to the fact that Bridgetown 1 is substantially larger in size than we are. PineBridge Investments We may also draw upon PineBridge s platforms, infrastructure, personnel, network and relationships to provide access to deal prospects, along with any necessary resources to aid in the identification, diligence, and fundraising of a target for the initial business combination. PineBridge is a private, global asset manager with a focus on active, high conviction investing. PineBridge has approximately 200 investment professionals across asset classes and 20 offices globally, of which 10 are in the Asia-Pacific region. Formerly AIG Investments, PineBridge has been independent and majority-owned by Pacific Century since 2010. It manages over $55 billion in Asia (close to 55% of total assets of $96 billion under management globally) as of March 2020. We believe that we will benefit from PineBridge s capabilities in alternative strategies where it focuses on select private market opportunities with unrecognized growth potential. We currently anticipate that PineBridge may, from time to time, assist us in the identification of assets or companies that may be appropriate acquisition targets and in unlocking their long-term value. In this respect, none of PineBridge, Pacific Century or Thiel Capital is obligated to identify any such target assets or companies or to perform due diligence on any acquisition targets. Any such activities are solely the responsibility of our management team. Our Past Blank Check Experience Each of our officers, directors and senior advisors (as indicated below) are officers, directors or a senior advisor of Bridgetown Holdings Limited (NASDAQ: BTWN; Bridgetown 1 ), a special purpose acquisition company that completed its initial public offering in October 2020 in which it sold units, each consisting of one ordinary share and one-third of one warrant to purchase one ordinary share for an offering price of $10.00 per unit, generating aggregate proceeds of approximately $595,000,000. Bridgetown 1 is currently seeking a target with operations or prospective operations in the technology, financial services, or media sectors in Southeast Asia with which to complete its initial business combination. In addition, since July 2020, Kenneth Ng, our senior advisor, has served as Chief Executive Officer and President of Malacca Straits Acquisition Company Limited (NASDAQ: MLAC; Malacca Straits ), a blank check company currently searching for a target with which to consummate an initial business combination focused on businesses which are currently part of Southeast Asian business conglomerates in the media, food processing, renewable energy and healthcare industries. Our Management Team Our management team is led by Daniel Wong, our Chief Executive Officer, Chief Financial Officer and a Director, and Matt Danzeisen, our Chairman, who have decades of experience investing in ventures and building companies with operations. 4 Table of Contents Daniel Wong, our Chief Executive Officer, Chief Financial Officer and a Director is a Senior Vice President with Pacific Century. He leads corporate finance (equity and debt), venture investment, and major mergers and acquisitions at Pacific Century, including in respect of its portfolio companies such as FWD (an Asian life insurance company, majority owned by Pacific Century) and PineBridge (a multi-asset manager managing $96 billion worldwide as of March 2020, majority-owned by Pacific Century, with a minority interest owned by PineBridge management and employees). Mr. Wong was a Senior Managing Director and a member of the Executive Committee of PineBridge from 2015 to 2016. Prior to joining Pacific Century, Mr. Wong was a manager with the Corporate Finance division of PricewaterhouseCoopers Hong Kong office. Pacific Century established FWD through the acquisition of ING s insurance assets in Hong Kong, Macau and Thailand for $2.1 billion in 2013. Since then, Mr. Wong has raised $6.7 billion of private equity, bank loan and publicly traded fixed income instruments for FWD. Mr. Wong is a board member of Tokopedia, one of Indonesia s leading e-commerce marketplaces. He led the Series D investment in Tokopedia on behalf of Pacific Century. He is an investor representative of Tiki, one of Vietnam s leading B2C e-commerce marketplaces. He led the Series D investment in Tiki on behalf of Pacific Century. He is also a board member of CompareAsia group, a financial comparison site in Southeast Asia, and one of the top Fintech startups based in Hong Kong. Mr. Wong led the Series E investment in Chegg (NYSE: CHGG) and was one of Chegg s board members prior to its public listing. Mr. Wong is also the Chairman and the single largest shareholder of QooApp, a global anime game platform with close to 6.5 million monthly active users worldwide as of April 2020. Alibaba Entrepreneurs Fund is a shareholder of QooApp. Mr. Wong has been a shareholder and subsequently a director of Manner Culture Enterprises ( ), a leading online Cantonese content producer with close to 5 million followers on social media and 1 billion viewers. Mr. Wong also serves as Chief Executive Officer, Chief Financial Officer and a Director of Bridgetown 1. Matt Danzeisen, the Chairman of our board of directors, is Head of Private Investments at Thiel Capital, with a primary focus on investments in private companies and funds in the U.S. and Asia. At Thiel Capital, Mr. Danzeisen has developed and led a strategy focused on making debt and equity investments in innovative financial technology companies, funding some of the leading companies in this space and serving on the board of directors of three of them: Trumid Holdings, LLC, an electronic bond trading platform; Artivest Holdings, Inc., an alternative investment platform for retail investors and their advisors; and Coru Holdings Limited, a financial management platform for individuals. Mr. Danzeisen also cofounded Crescendo Equity Partners Limited, or Crescendo, a private equity firm based in South Korea, while at Thiel Capital. Crescendo has raised and deployed over $550 million throughout South Korea and Southeast Asia in companies with a technology supply-chain focus. Mr. Danzeisen serves as a member of Crescendo s investment committee and as the firm s representative to selected portfolio companies. Prior to joining Thiel Capital and its predecessor firm, Clarium Capital Management, Mr. Danzeisen was a Vice President and Portfolio Manager at BlackRock in its fixed income division and an investment banker at Banc of America Securities. Mr. Danzeisen also serves as Chairman of Bridgetown 1. Samuel Sam Altman will serve on our board of directors following the completion of this offering. Mr. Altman is the Chief Executive Officer and co-founder of OpenAI, an AI research and deployment company. Previously, he was the President of Y Combinator, a leading startup accelerator which has invested billions of dollars into thousands of startups around the world. In addition to his work at Y Combinator, he has been an active investor in dozens of startups, and currently serves on the boards of Reddit, Expedia, Helion and Oklo. Mr. Altman also serves as a Director of Bridgetown 1. John R. Jay Hass will serve on our board of directors following the completion of this offering. Mr. Hass is a Partner at RRE Ventures, a leading U.S. venture capital investment firm. At RRE, he is responsible for a number of business and strategy functions including collaboration with RRE s portfolio companies on business development and corporate development, investor relations, and new product development. Prior to joining RRE, Mr. Hass spent 22 years at Brown Brothers Harriman, or BBH, where he served as a Managing Director. At BBH, he established and managed BBH s Alternative Investments Group, which encompassed private equity, hedge, Asian equity and real estate funds with assets of $1.3 billion and approximately 1,300 limited partners. Prior to BBH, Mr. Hass was a consultant in national politics and was a brand manager at Ted Bates Advertising. In addition to his RRE duties, Mr. Hass serves as an advisor to Raftr, Inc. and DecodeM; and is a member of the Tech: NYC Leadership Council. Mr. Hass is a former independent director of the Cheetah Korea Value Fund and the J.P. Morgan China Region Fund, Inc. He is a board member emeritus of the Tory Burch Foundation. Mr. Hass also serves as a Director of Bridgetown 1. In Joon Hwang will serve on our board of directors following the completion of this offering. He is Chief Financial Officer, and a director of, LINE Corporation (NYSE:LN), a developer of mobile applications and internet services. 5 Table of Contents He also serves as a member of the board of several LINE Corporation subsidiaries and affiliate companies, including Line Plus, Line Financials, Line Financial Puls, Line Ventures and Line Taiwan Bank Limited. He is Co-Chief Executive Officer of Line Ventures and Chairman of Line Taiwan Bank Limited, which launched in November 2020. Previously, Mr. Hwang served in several roles at NAVER Corporation (KRX:035420), a development company which operates the Korean search engine Naver, including as Chief Financial Officer. Prior to joining NAVER Corporation, Mr. Hwang served in several roles at Woori Investment & Securities Co., Ltd., Woori Finance Holdings Co., Ltd., Samsung Securities Co., Ltd., Credit Suisse and Samsung Electronics Co., Ltd. Mr. Hwang also serves as a Director of Bridgetown 1. The past performance of our management team or of Pacific Century, Thiel Capital or PineBridge or their respective affiliates or related entities (including with respect to Bridgetown 1) is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. Additionally, in the course of their respective careers, our founders and members of our management team and/or their respective affiliates or related entities (including but not limited to Pacific Century, Thiel Capital, PineBridge and their respective affiliates and related entities), have been involved in businesses and deals that were unsuccessful. You should not rely on the historical records or performance of any of the parties listed above as indicative of our future performance. For more information on the experience and background of our management team, see the section entitled Management . Business Strategy Our business strategy is to identify and consummate an initial business combination with a company with operations or prospects in the Southeast Asian or South Asian new economy sector. We intend to focus on companies that complement the experience of our management team and that can benefit from the management team s operational expertise. Our selection process will leverage our management team s and our sponsor s broad and deep network of relationships, industry expertise and proven deal-sourcing capabilities, providing us with a strong pipeline of potential targets. Our management and sponsor have experience in: investing and building businesses in the financial services and technology sectors with unique market, policy and macroeconomic insights; managing and operating companies, setting and changing strategies, and identifying, mentoring and recruiting top-notch talent; developing and growing companies, both organically and inorganically, and expanding the product ranges and geographic footprints of portfolio businesses; executing merger and acquisition strategies to accelerate growth and create integrated value chains; sourcing, structuring, acquiring and selling businesses in various markets; partnering with other industry-leading companies to increase sales and improve the competitive position of companies; fostering relationships with users, sellers, capital providers and target management teams; and accessing the capital markets, including capital sources in Asia and America, across various business cycles, including financing businesses and assisting companies with the transition to public ownership. Business Combination Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, though we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. Companies with operations or prospects in the Southeast Asian and South Asian new economy sectors. Based upon our management team s experience, we believe we will have increased access to investment opportunities and a competitive advantage in our ability to negotiate a business combination with potential targets in the Southeast Asian and South Asian new economy. Our management team s 6 Table of Contents extensive experience and network of contacts provide them with an opportunity to source a target, evaluate a target, consummate a business combination with the target and help grow the target s business. Strong target management teams. We intend to acquire one or more businesses that have strong management teams with a proven track record of driving growth, building long-term competitive advantage and making sound strategic decisions. Fundamentally sound companies that have the potential to further improve their performance under our ownership. We believe our management team s experience in our target sectors as well as their network of industry contacts will create opportunities to enhance the revenue and operational efficiencies of the target business, and potentially generate higher returns for our investors. Market leader. We intend to seek a target that has a leading presence across an industry or segment or has leading technology or product capabilities. Appropriate valuations. We intend to be a disciplined and valuation-centric investor that will invest on terms that we believe are attractive relative to market comparables that provide significant upside potential. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC. Our Business Combination Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as reviewing financial and other information that will be made available to us. We will also utilize our operational and capital allocation experience. Our acquisition criteria, due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Sourcing of Potential Business Combination Targets We believe that the operational and transactional experience of our management team and members of our sponsor and their respective affiliates and related entities and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential business combination targets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships with sellers, financing sources and target management teams. Our management team and members of our sponsor and their respective affiliates and related entities have significant experience in executing transactions under varying economic and financial market conditions. We believe that these networks of relationships and this experience will provide us with important sources of investment opportunities. In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions. We currently anticipate that PineBridge may, from time to time, assist us in the identification of assets or companies 7 Table of Contents that may be appropriate acquisition targets, and while we may also draw upon PineBridge s platforms, infrastructure, personnel, network and relationships to provide access to deal prospects, along with any necessary resources to aid in the identification, diligence, and fundraising of a target for the initial business combination, none of PineBridge, Pacific Century or Thiel Capital is obligated to identify any such target assets or companies or to perform due diligence on any acquisition targets. Any such activities are solely the responsibility of our management team. We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities) or making the acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors (or their respective affiliates or related entities). In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. As more fully discussed in Management Conflicts of Interest, if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations (including, but not limited to, Bridgetown 1), he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us (including, but not limited to, Bridgetown 1). Other Acquisition Considerations In addition to our sponsor, members of our management team may directly or indirectly own our ordinary shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity (including, but not limited to, Bridgetown 1). Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity (including, but not limited to, Bridgetown 1), and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands law, no director or officer shall be disqualified or prevented from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any director shall have an interest be liable to be avoided. A director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of such interest shall be disclosed at or prior to its consideration or any vote thereon by the board of directors. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. In addition, while Pacific Century is an equity owner of PineBridge, Pacific Century does not control the investment activities of PineBridge or its sponsored funds. Any assistance that PineBridge may provide to us, will be subject to, among other things, PineBridge s internal policies and procedures, applicable laws, contractual obligations to third parties and PineBridge s fiduciary obligations to its clients. PineBridge will be under no obligation to provide us with any assistance or to present us with any opportunity for a potential business combination of which they become aware. Certain of our officers and directors are employed by or affiliated with Pacific Century or Thiel Capital. Each of these entities is continually made aware of potential investment opportunities, one or more of which we may desire 8 Table of Contents to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to a business combination transaction with any prospective target business. Neither Pacific Century nor Thiel Capital has any obligation or duty to us or to our shareholders, including without limitation any obligation or duty to present us with any opportunity for a potential business combination of which they become aware. Our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act even before we enter a definitive agreement regarding our initial business combination. Initial Business Combination Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. Unless we complete our initial business combination with an affiliated entity, or our board of directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our board of directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares and/or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not listed on the Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on the Nasdaq at the time of our initial business combination. 9 Table of Contents Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Unlike many other special purpose acquisition companies, we are not offering any warrants to prospective investors in this offering. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Financial Secretary of the Cayman Islands that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on June 24, 2020. Our executive offices are located at c/o 38/F Champion Tower, 3 Garden Road, Central, Hong Kong, and our telephone number is +852 2514 8888. 10 Table of Contents The offering In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 28 of this prospectus. Securities offered 26,000,000 Class A ordinary shares, at $10.00 per share. Proposed Nasdaq symbol: BTNB Ordinary shares: Number issued and outstanding before this offering 7,475,000(2) Number issued and outstanding after this offering 32,500,000(1),(3),(4),(5) Number of private placement warrants to be sold in a private placement simultaneously with this offering 13,400,000 Indications of interest Affiliates of our sponsor have indicated to us an interest to purchase up to $90,000,000 of Class A ordinary shares in this offering (including up to $35,000,000 of Class A ordinary shares which may be purchased by FWD). The underwriters will not receive any underwriting discounts or commissions on up to $50,000,000 of the Class A ordinary shares which may be purchased by the sponsor affiliates, as set forth in Underwriting , below. In the event that the sponsor affiliates purchase any such Class A ordinary shares, the number of private placement warrants to be purchased by our sponsor may be reduced to account for the corresponding reduction in underwriting discounts payable upon completion of this offering. However, indications of interest are not binding agreements or commitments to purchase and the sponsor affiliates may decide not to purchase any Class A ordinary shares in this offering. In addition, the underwriters could determine to sell fewer Class A ordinary shares to the sponsor affiliates than they indicated an interest in purchasing or could determine not to sell any Class A ordinary shares to the sponsor affiliates. There can be no assurance that these sponsor affiliates will acquire any Class A ordinary shares in this offering or what amount of equity they will retain, if any, upon the consummation of our initial business combination. In the event the sponsor affiliates purchase all the 9,000,000 Class A ordinary shares described above and vote them in favor of our initial business combination, it is possible that only 750,001 votes from other public shareholders would be required to approve our initial business combination, depending on the number of Class A ordinary shares ultimately purchased by such sponsor affiliates, if any, and the number of shares that are present at the meeting to approve such transaction. ____________ (1) Assumes no exercise of the underwriters over-allotment option and the corresponding forfeiture of 975,000 ordinary shares by certain of our initial shareholders. (2) Consists solely of founder shares and includes up to 975,000 ordinary shares that are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. Except as otherwise specified, the rest of this prospectus has been drafted to give effect to the full forfeiture of these 975,000 ordinary shares. (3) Includes 26,000,000 public shares and 6,500,000 founder shares. (4) Founder shares are classified as Class B ordinary shares, which shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution. (5) Unlike other special purpose acquisition companies, we are not offering any warrants to prospective investors in this offering. 11 Table of Contents These sponsor affiliates will have the same redemption rights and rights to the funds held in the trust account with respect to the Class A ordinary shares they may purchase in this offering as the rights afforded to our public shareholders, as described herein. Appointment of directors; voting rights Prior to our initial business combination, only holders of Class B ordinary shares will have the right to vote on the appointment of directors. Holders of our Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Founder shares In November 2020, our sponsor purchased an aggregate of 15,812,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.002 per share. In December 2020, our sponsor returned to us for cancellation, at no cost, an aggregate of 10,062,500 founder shares, resulting in our sponsor holding an aggregate of 5,750,000 founder shares. In December 2020, our sponsor transferred 947,097 founder shares to our Chief Executive Officer, 299,241 founder shares to an affiliate of our sponsor and 5,000 founder shares to each of our independent director nominees and our senior advisor, which amounts have been adjusted for the share dividend in January 2021 of 0.3 shares for each ordinary share in issue, as well as transfers back to our sponsor by our independent directors and our senior advisor of founder shares which they received as a result of the share dividend. The founder shares held by our independent director nominees and our senior advisor shall not be subject to forfeiture in the event the over-allotment option is not exercised. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. Our initial shareholders will own 20% of our issued and outstanding shares after this offering (assuming they do not purchase Class A ordinary shares in this offering). If we increase or decrease the size of the offering, we will effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial shareholders at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. The founder shares are identical to the Class A ordinary shares being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination; the founder shares are subject to certain transfer restrictions, as described in more detail below; 12 Table of Contents our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our sponsor has agreed, pursuant to such letter agreement, to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination (as a result, in addition to our initial shareholder s founder shares, we would need only 9,750,001, or 37.5%, of the 26,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all issued and outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised); in the event the sponsor affiliates purchase a total of 9,000,000 Class A ordinary shares for which they have indicated an interest as described elsewhere in this prospectus in this offering and vote them in favor of our initial business combination, it is possible that only 750,001 votes from other public shareholders would be required to approve our initial business combination, depending on the number of Class A ordinary shares ultimately purchased by such sponsor affiliates, if any, and the number of shares that are present at the meeting to approve such transaction. the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, or to the terms of our initial business combination agreement, in each case as described in more detail below and in our amended and restated memorandum and articles of association; and the founder shares are subject to registration rights. 13 Table of Contents Transfer restrictions on founder shares Our sponsor has agreed not to transfer, assign or sell any of its founder shares and any Class A ordinary shares issuable upon conversion thereof except to certain permitted transferees until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property (except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants ). Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights We have issued 7,475,000 Class B ordinary shares, par value $0.0001 per share. Unless otherwise provided in our initial business combination agreement, the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, on a one-for-one basis, subject to adjustment for share subdivisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein and in our amended and restated memorandum and articles of association. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of this offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination and any private placement-equivalent warrants issued to our sponsor or its affiliates upon conversion of loans made to us. Holders of founder shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be deemed issued for purposes of the conversion adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. 14 Table of Contents Private placement warrants Our sponsor has committed to purchase an aggregate of 13,400,000 private placement warrants (or 14,960,000 private placement warrants if the over-allotment option is exercised in full) at a price of $0.50 per warrant ($6,700,000 in the aggregate, or $7,480,000 if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each private placement warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as provided herein. The private placement warrants will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon our liquidation. In addition, they are non-redeemable. In the event that the sponsor affiliates purchase any Class A ordinary shares as discussed elsewhere in this prospectus, the number of private placement warrants to be purchased by our sponsor may be reduced to account for the corresponding reduction in underwriting discounts payable upon completion of this offering. The purchase price of the private placement warrants will be added to the net proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will be worthless. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $260,000,000 ($10.00 per share), or $299,000,000 ($10.00 per share) if the underwriters over-allotment option is exercised in full, will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and $1.5 million will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $9,100,000 (or up to $10,465,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. 15 Table of Contents Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes. Based upon current interest rates, we expect the trust account to generate approximately $260,000 of interest annually (assuming no exercise of the underwriters overallotment option and an interest rate of .10% per year) following the investment of such funds in specified U.S. government treasury bills or in specified money market funds. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $750,000 in working capital after the payment of approximately $750,000 in expenses relating to this offering and certain reimbursements to us by the underwriters; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Conditions to completing our initial business combination Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination. If our securities are not listed on the Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on the Nasdaq at the time of our initial business combination. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. 16 Table of Contents Permitted purchases of public shares by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Please see Proposed Business Permitted purchases of our securities for a description of how such persons will determine which shareholders to seek to acquire shares from. There is no limit on the number of shares such persons may purchase, or any restriction on the price that they may pay. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, or their respective affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our sponsor, directors, officers, or their respective affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitations described herein. 17 Table of Contents The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the Nasdaq, we will be required to comply with such rules. If shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares held by them and any public shares purchased during or after this offering in favor of our initial 18 Table of Contents business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. Our amended and restated memorandum and articles of association will provide that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof. 19 Table of Contents Tendering share certificates in connection with a tender offer or redemption rights We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. We may waive this restriction in our sole discretion. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares held by them redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public shareholder and subject to the 15% limitation in connection with any such redemption right. 20 Table of Contents Redemption Rights in connection with proposed amendments to our amended and restated memorandum and articles of association Our amended and restated memorandum and articles of association will provide that any of its provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and in our amended and restated memorandum and articles of association, but excluding the provision of the articles relating to the appointment of directors), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. Should our initial shareholders vote all their shares in favor of any such amendment, we would require 14,625,001, or 56.3%, of the public shares issued in this offering to be voted in favor of any such amendment for its approval (assuming no exercise of the underwriters overallotment option and no purchase by our sponsor or its affiliates or our officers and directors or their respective affiliates of public shares in this offering or thereafter). We may not issue additional securities that can vote on amendments to our amended and restated memorandum and articles of association or in our initial business combination. Our initial shareholders, which will beneficially own 20% of our ordinary shares upon the closing of this offering (assuming it does not purchase public shares in this offering), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner it chooses. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. 21 Table of Contents Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us, other than funds the trustee will use to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination. We will use the remaining funds to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers, and directors have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our sponsor, officers or directors acquire public shares after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. 22 Table of Contents Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares. However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules). Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for certain out-of-pocket expenses related to identifying, investigating and completing an initial business combination; repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants at a price of $0.50 per warrant at the option of the lender; and At the closing of our initial business combination, we may pay a customary financial consulting fee to our sponsor and/or affiliates of our sponsor. We may pay such financial consulting fee in the event such party or parties provide us with specific target company, industry, financial or market expertise, as well as insights, relationships, services or resources that we believe are necessary in order to assess, negotiate and consummate an initial business combination. The amount of any such financial consulting fee we pay will be based upon the prevailing market for similar services for comparable transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee s policies and procedures relating to transactions that may present conflicts of interest. 23 Table of Contents These payments may be funded using the net proceeds of this offering and the sale of the private placement warrants not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee (which will be composed entirely of independent directors), to among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. Because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only third parties we currently expect to engage would be vendors such as lawyers, investment bankers, computer or information and technical services providers or prospective target businesses. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such obligations. Conflicts of Interest Pacific Century and Thiel Capital and/or their respective affiliates or related entities each may manage or oversee several investment vehicles, including Bridgetown 1. Although we do not believe any conflict currently exists between us and such entities except for Bridgetown 1, investment vehicles managed by Pacific Century, Thiel Capital and/or their respective affiliates or related entities may compete with us for business combination or investment opportunities. If these investment vehicles decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Pacific Century or Thiel Capital and/or their respective affiliates or related entities may be suitable for both us and for their respective current or future investment vehicles and may be directed to such investment vehicles rather than to us. Neither Pacific Century nor Thiel Capital has any obligation or duty to us or to our shareholders, including without limitation any obligation or duty to present us with any opportunity for a potential business combination of which they become aware. Pacific Century and Thiel Capital and/or their respective affiliates or related entities may be required to present potential business combinations to their respective affiliates or third parties before they present such opportunities to us, and may have similar obligations to future investment vehicles or third parties. 24 Table of Contents Risks We are a blank check company incorporated as a Cayman Islands exempted company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. 25 Table of Contents Summary financial data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. As of November 4, 2020 Balance Sheet Data: Working capital (deficit) $ (27,500 ) Total assets 67,500 Total liabilities 52,500 Shareholders equity $ 15,000 26 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001831417_hudson_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001831417_hudson_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..203eb866746ccade002ee77d4dd562cad4395cb6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001831417_hudson_prospectus_summary.txt
@@ -0,0 +1,630 @@
+SUMMARY
+OF THE PROSPECTUS 
+
+ 
+
+This
+summary highlights selected information from this prospectus and does not contain all of the information that is important to
+you in making an investment decision. This summary is qualified in its entirety by the more detailed information included in this
+prospectus. Before making your investment decision with respect to our securities, you should carefully read this entire prospectus,
+including the information under "Risk Factors," "Hudson s Management s Discussion and Analysis of
+Financial Condition and Results of Operations," "Fr8Hub s Management s Discussion and Analysis of Financial
+Condition and Results of Operations" and the financial statements included elsewhere in this prospectus.
+
+ 
+
+Unless
+otherwise indicated or the context otherwise requires, references in this prospectus to "we," "our," "us"
+and other similar terms refer to, Hudson, Purchaser or Fr8Hub, as the context suggests.
+
+ 
+
+The
+Parties
+
+ 
+
+Hudson
+Capital 
+
+ 
+
+Hudson
+is in the business of providing financial advisory services to meet the financial and capital needs of our clients, which comprise
+largely of small-to-medium sized enterprises ("SMEs"). Through our wholly-owned subsidiaries, Hongkong Internet Financial
+Services Limited ("HKIFS") and Beijing Yingxin Yijia Network Technology Co., Ltd ("WFOE") and our contractually
+controlled and managed company, Sheng Ying Xin (Beijing) Management Consulting Co., Ltd ("Sheng Ying Xin" or "SYX")
+and its wholly owned subsidiary, Kashgar Sheng Yingxin Enterprise Consulting Co., Ltd. ("Kashgar SYX"), we offer commercial
+payment advisory services, international corporate financing advisory services and intermediary bank loan advisory services. Historically,
+we have also made direct loans to certain qualified borrowers. We do not anticipate making any more direct loans but instead,
+we will be depositing our funds in trust accounts with certain bank lenders, who will, in turn, make loans to borrowers. Be that
+as it may, we had made the "direct loans" to better utilize our excess cash on hand at that time. In view of the slowing
+economy, we anticipate that future "entrusted loans" will be infrequent, if at all.
+
+ 
+
+Fr8Hub
+
+ 
+
+FreightHub,
+Inc. was incorporated in 2015 as a Delaware corporation. It was founded with a view to developing and bringing solutions to the
+relatively unorganized cross-border commercial freight market on the U.S.-Mexico border, and by extension, the U.S.-Canada border.
+In January 2019, Freight Hub Mexico S.A De C.V. ("FreightHub Mexico), a wholly-owned subsidiary of FreightHub, Inc., was
+formed. FreightHub, Inc. along with its wholly-owned subsidiary, FreightHub Mexico, are hereinafter referred to as "Fr8Hub".
+
+ 
+
+Fr8Hub
+is a transportation logistics platform company whose digital freight matching technology not only streamlines and simplifies domestic
+and cross-border shipping by connecting shippers with a broad network of reliable carriers and drivers in Mexico, Canada and the
+United States, but also provides transparency on shipment characteristics to identify available freight capacity on both sides
+of any border.
+
+ 
+
+ 
+
+ 7
+
+ 
+
+ 
+
+ 
+
+ 
+
+Overview
+of the Merger Agreement
+
+ 
+
+The
+Transactions
+
+ 
+
+Subject
+to approval of the Nasdaq Stock Market LLC ("NASDAQ"), the following transactions will result in a publicly-traded
+company operating under the name "Freight Technologies, Inc." and the proposed NASDAQ ticker symbol "FRGT"
+that will engage in the business of operating a cloud-based transportation logistics platform focused on U.S.-Mexico cross-border
+shipping, and offering a digital freight matching technology that connects shippers with a broad network of reliable carriers
+and drivers in Mexico, Canada and the U.S.
+
+ 
+
+Under
+the Merger Agreement, the following will occur:
+
+ 
+
+The
+Disposition
+
+ 
+
+Immediately
+prior to the Redomestication Merger, Hudson will dispose of its existing financial advisory services, commercial payment advisory
+services, international corporate financing advisory services and intermediary bank loan advisory services, by means of a spinoff
+of [ ], a newly formed wholly-owned subsidiary, located in the British Virgin Islands (the "Spin-Off Entity"),
+which will contain Hudson s current business (the "Disposition").
+
+ 
+
+Hudson s
+current wholly-owned subsidiary, Hongkong Internet Financial Services Limited ("HKIFS"), through various contractual
+arrangements, is the primary beneficiary of, and has the right to control and manage Hudson s current business operations
+in the P.R.C. To implement the Disposition, Hudson will contribute 100% of its shares of HKIFS and of Hudson Capital USA, Inc.,
+a Delaware corporation ("Hudson-US"), to the Spin-Off Entity, and in consideration of such contribution, the Spin-Off
+Entity will issue to Hudson 6,406,537 ordinary shares, equal to the total number of Hudson ordinary shares that are currently
+issued and outstanding (the "Spin-Off Entity Shares"). The Spin-Off Entity Shares will be distributed to eligible
+Hudson shareholders on a pro rata basis on the date that is immediately prior to the Closing Date. Application will be made for
+the Spin-Off Entity Shares to be quoted on [ ], under the symbol [ ]. Hudson shareholders will not need to take any
+action to receive their Spin-Off Entity Shares or pay any consideration or surrender or exchange their Hudson shares. Hudson shareholders
+will receive a Form 20-F that describes the Disposition in more detail and contains important business and financial information
+about the Spin-Off Entity. For a discussion of Hudson s current ownership structure please see "Business of Hudson
+– Our Corporate Structure." 
+
+ 
+
+The
+Redomestication
+
+ 
+
+Upon
+the terms and subject to the conditions set forth in the Merger Agreement, Hudson will be merged with and into Purchaser, its
+wholly-owned subsidiary, in accordance with the BVI Act and the DGCL. As a result of the Redomestication Merger, the separate
+existence of Hudson shall cease, and Purchaser will continue as the surviving corporation incorporated in the State of Delaware.
+
+ 
+
+Following
+the Redomestication Merger, Purchaser (i) shall possess all of Hudson s and Purchaser s assets, rights, powers and
+property as constituted immediately prior to the Redomestication Merger; (ii) shall continue to be subject to all of Hudson s
+and Purchaser s debts, liabilities and obligations as constituted immediately prior to the Redomestication Merger, and that
+shall include the assumption of all of Hudson s obligations under the Merger Agreement; (iii) shall be subject to all actions
+previously taken by the Board of Directors of Hudson and Purchaser prior to the Redomestication Merger; and (iv) each issued and
+outstanding ordinary share of Hudson shall be deemed converted into one share of fully paid and non-assessable share of Purchaser
+Common Stock. Hudson s Amended and Restated Memorandum and Articles of Association shall cease and Purchaser s Amended
+and Restated Certificate of Incorporation and By-Laws, as in effect immediately prior to the Redomestication Merger, shall continue
+as the Purchaser s organizational documents after the Redomestication Merger. Purchaser s Amended and Restated Certificate
+of Incorporation will authorize for issuance certain shares of common stock, as well as the Purchaser Preferred Stock. Hudson s
+shareholders shall have dissenters rights under the BVI Act.
+
+ 
+
+The
+Merger
+
+ 
+
+Upon
+the terms and subject to the conditions of the Merger Agreement, and as promptly as practicable following the Redomestication
+Merger, Merger Sub shall be merged with and into Fr8Hub in accordance with the DGCL. Upon the Merger the separate corporate existence
+of Merger Sub shall cease and Fr8Hub shall continue as the surviving corporation under the DGCL and as a wholly owned subsidiary
+of Purchaser.
+
+ 
+
+Merger
+Consideration
+
+ 
+
+At
+the Effective Time, by virtue of the Merger without any further action on the part of the parties to the Merger Agreement, the
+following shall occur:
+
+ 
+
+ 
+ 
+ each
+ share of Fr8Hub common stock issued and outstanding immediately prior to the Effective
+ Time shall be canceled and automatically converted into the right to receive, without
+ interest, the Exchange Ratio in shares of Purchaser Common Stock; except that each share
+ of the Fr8Hub common stock currently held by ATW and its affiliates will be converted
+ into the right to receive the Exchange Ratio in shares of Purchaser Series A4 preferred
+ stock;
+
+ 
+ 
+ 
+
+ 
+ 
+ each
+ share of each series of Fr8Hub preferred stock issued and outstanding immediately prior to the Effective Time shall be canceled
+ and automatically converted into the right to receive, without interest, the Exchange Ratio in shares of Purchaser Preferred
+ Stock;
+
+ 
+ 
+ 
+
+ 
+ 
+ each
+ warrant of Fr8Hub issued and outstanding immediately prior to the Effective Time (to the extent not exercised) shall be canceled
+ and automatically converted into the right to receive, without interest, a Purchaser warrant exercisable for the Exchange
+ Ratio in shares of Purchaser Common Stock, or Purchaser Preferred Stock as the case may be; and
+
+ 
+ 
+ 
+
+ 
+ 
+ each
+ option of Fr8Hub issued and outstanding immediately prior to the Effective Time (to the extent not exercised) shall be canceled
+ and automatically converted into the right to receive, without interest, a Purchaser option exercisable for the Exchange Ratio
+ in shares of Purchaser Common Stock.
+
+ 
+
+All
+Conversion Shares reflect the number of shares of common stock underlying the Purchaser preferred stock and after application
+of the Exchange Ratio. 
+
+ 
+
+Fr8Hub
+stockholders who would be entitled to a fractional share after applying the Exchange Ratio will automatically be entitled to receive
+an additional fractional share of the corresponding class of Purchaser shares to round up to the next whole share.
+
+ 
+
+After
+the Closing, the Fr8Hub stockholders shall be entitled to receive additional shares of Purchaser based upon the achievement of
+certain revenue thresholds in the amount of at least $25 million, $50 million and $100 million commencing with each of the calendar
+years ending on December 31, 2021, December 31, 2022 and December 31, 2023, respectively. For each period if the revenue threshold
+is achieved, the Fr8Hub stockholders shall receive (on a pro rata basis) 3.33% of the shares of Purchaser Common Stock on a fully-diluted
+basis as of the last day of the applicable calendar year-end (the "Contingent Merger Consideration Shares"). If, after
+the Closing and prior to December 31, 2023, a change of control occurs, then Purchaser shall issue on or promptly after the date
+of such change of control, to the Fr8Hub stockholders an amount equal to 10% of the shares of Purchaser Common Stock on a fully
+diluted basis less the Contingent Merger Consideration Shares previously issued.
+
+ 
+
+ 
+
+ 8
+
+ 
+
+ 
+
+ 
+
+ 
+
+Effect
+of the Transactions
+
+ 
+
+After
+giving effect to the Disposition, the Redomestication Merger and the Merger (collectively, the "Transactions"), the
+former Fr8Hub shareholders will hold approximately 85.7% of the outstanding shares of Purchaser Common Stock (on a non-diluted
+basis), and the shareholders of Hudson will retain ownership of approximately 14.3% of the outstanding shares of Purchaser Common
+Stock (on a non-diluted basis). All outstanding Fr8Hub stock options and warrants, if any, whether vested or unvested, that have
+not been exercised prior to the Effective Time will be converted into a stock option or warrant, as applicable, to purchase shares
+of Purchaser Common Stock or Purchaser Preferred Stock, as the case may be, proportionately adjusted based on the Applicable Per
+Share Merger Consideration. For a more complete description of the Common Stock Applicable Per Share Merger Consideration, see
+the section titled "The Merger Agreement — Applicable Per Share Merger Consideration." 
+
+ 
+
+Merger-Related
+Transactions and Agreements
+
+ 
+
+October
+Bridge Financing
+
+ 
+
+On
+October 7, 2020, Fr8Hub entered into a Note Purchase Agreement with certain existing shareholders and investors pursuant to which
+Fr8Hub issued October Bridge Notes in the aggregate principal amount of $4,004,421 in a October Bridge Financing. All October
+Bridge Notes will mature on the date that is two years from the closing date of the October Bridge Financing. Interest on the
+October Bridge Notes will accrue at an annual rate of 5% over two-year term of the October Bridge Notes and is payable by Fr8Hub
+(i) at maturity, (ii) upon acceleration of the indebtedness in the case of an event of default, (iii) in connection with any prepayment
+of the October Bridge Notes by Fr8Hub or, (iv) in connection with any conversion of the October Bridge Notes through the issuance
+of shares of the capital stock of Fr8Hub in exchange for accrued and unpaid interest owing at the time of conversion. Upon closing
+of the Pre-Merger Financing, the principal balance and unpaid accrued interest on the October Bridge Notes will automatically
+convert into the Series A-3 Preferred Stock and Series A-3-1 Warrants issued in the Pre-Merger Financing, but at a conversion
+price equivalent to approximately 50% of the corresponding purchase price in the Pre-Merger Financing. As the lead investor in
+the October Bridge Financing, ATW Opportunities was granted the right of first refusal to participate in up to 50% of the aggregate
+principal amount to be raised by Fr8Hub in any equity or equity-linked financing (except for the Pre-Merger Financing) occurring
+in the five years following the initial closing of the October Bridge Financing pursuant to the Note Purchase Agreement.
+
+ 
+
+January
+Bridge Financing
+
+ 
+
+On
+January 29, 2021, Fr8Hub entered into the January Bridge Note Purchase Agreement with ATW Opportunities pursuant to which Fr8Hub
+issued the January Bridge Note. The January Bridge Note matures on October 7, 2022. Interest on the January Bridge Note accrues
+at an annual rate of 5% over the term and is payable by Fr8Hub (i) at maturity, (ii) upon acceleration of the indebtedness in
+the case of an event of default, (iii) in connection with any prepayment of the January Bridge Note by Fr8Hub, or, (iv) in connection
+with any conversion of the January Bridge Note through the issuance of shares of the capital stock of Fr8Hub in exchange for accrued
+and unpaid interest owing at the time of conversion.
+
+ 
+
+The
+January Bridge Note is convertible into, at the option of ATW Opportunities, Conversion Shares pursuant to one of the following:
+(i) an automatic PIPE financing conversion, (i) next equity financing conversion; (iii) corporate transaction conversion; and
+(iv) at maturity.
+
+ 
+
+Upon
+closing of the Pre-Merger Financing, the principal balance and unpaid accrued interest on the January Bridge Note will automatically
+convert into Series A-3 Preferred Stock and Series A-3-2 Warrants to be issued in the Pre-Merger Financing, at a conversion price
+equivalent to approximately 20% of the corresponding purchase price in the Pre-Merger Financing.
+
+ 
+
+Pre-Merger
+Financing
+
+ 
+
+On
+February 9, 2021, Fr8Hub entered into a Securities Purchase Agreement (the "SPA") with ATW Opportunities,
+together with certain existing stockholders of Fr8Hub, pursuant to which Fr8Hub shall sell to the investors (the "Investors")
+a newly designated series of preferred stock, the Series A3 preferred stock (the "Series A3 Preferred Stock"), in
+a private placement for $8,008,841 in aggregate gross proceeds. Fr8Hub shall issue 9,544,906 shares of Series A3 Preferred Stock
+and, has a post-closing obligation to cause the Combined Company to issue three series of warrants to purchase an aggregate of
+13,445,122 shares of the Combined Company common stock. The SPA contemplates the conversion and cancellation of the October Bridge
+Notes and the January Bridge Note into Series A3 Preferred Stock (the "Pre-Merger Financing").The shares of Fr8Hub
+common stock underlying the Series A3 Preferred Stock are referred to as the "Conversion Shares." Each share of Series
+A3 Preferred Stock is convertible into a number of shares of Fr8Hub common stock equal to the quotient determined by dividing
+(x) the stated value of $3.00 per share, by (y) a conversion price of $3.00, which price is subject to adjustment as described
+elsewhere in this prospectus. Three series of Warrants (Series A3, Series A-3-1 and Series A-3-2) will be issued after
+the closing of the Merger, the terms and conditions of each series depends upon which of the foregoing financings is the basis
+for the issuance of the warrant. For further details about the Pre-Merger Financing, please see "Agreements Related to
+the Merger—Pre-Merger Financing." 
+
+ 
+
+In
+addition, in the event the Initial Trigger Date Conversion Price is less than the Conversion Price, on the Initial Trigger Date
+and/or the Trigger Date Conversion Price is less than the Conversion Price, on each Trigger Date thereafter (each such date, an
+"Adjustment Date"), then the Conversion Price shall be reduced, and only reduced, on each Adjustment Date to
+the lesser of (a) the then Exercise Price, as adjusted, and (b) the Initial Trigger Date Conversion Price, which respect to the
+Initial Trigger Date, or the applicable Trigger Date Conversion Price , with respect to each applicable Trigger Date.
+
+ 
+
+Pursuant
+to the terms of the SPA, the Investors have a right, commencing on the date of the SPA until five years thereafter, to participate
+in any Subsequent Financing in an amount equal to 50% of the Subsequent Financing on the same terms, conditions and price provided
+for in the Subsequent Financing.
+
+ 
+
+ 
+
+ 9
+
+ 
+
+ 
+
+ 
+
+ 
+
+The
+Warrants
+
+ 
+
+Three
+series of Warrants (Series A3, Series A3-1 and Series A3-2) will be issued after the closing of the Merger, the terms and conditions
+of each series depends upon which of the foregoing financings is the basis for the issuance of the warrant.
+
+ 
+
+The
+Series A3 Warrants will be delivered in connection with the purchase of securities for cash under the SPA. The Series A3 Warrants
+are exercisable for 7,272,561 shares of Combined Company Common Stock for a period of seven years after issuance, at an exercise
+price equal to $1.50 per share, and are subject to customary adjustments for stock splits, dividends, rights offerings, pro rata
+distributions and fundamental transactions. In addition, in the event the Combined Company undertakes a Subsequent Financing at
+an effective price per share that is less than $1.50, the exercise price of the Series A3 Warrants shall be reduced to the lower
+price.
+
+ 
+
+The
+Series A3-1 Warrants will be delivered in connection with the conversion and cancellation of the October Bridge Notes in the Pre-Merger
+Financing. The Series A3-1 Warrants are exercisable for 5,339,228 shares of Combined Company Common Stock for a period of seven
+years after issuance, at an exercise price equal to $0.75 per share, and are subject to customary adjustments for stock splits,
+dividends, rights offerings, pro rata distributions and fundamental transactions. In addition, in the event the Combined Company
+undertakes a Subsequent Financing at an effective price per share that is less than $0.75, the exercise price of the Series A3-1
+Warrants shall be reduced to the lower price.
+
+ 
+
+The
+Series A3-2 Warrants will be delivered in connection with the conversion and cancellation of the January Bridge Note in the Pre-Merger
+Financing. The Series A3-2 Warrants are initially exercisable for 833,333 shares of Combined Company Common Stock for a period
+of seven years after issuance, at an exercise price equal to $1.20 per share, and are subject to customary adjustments for stock
+splits, dividends, rights offerings, pro rata distributions and fundamental transactions. In addition, in the event the Combined
+Company undertakes a Subsequent Financing at an effective price per share that is less than $1.20, the exercise price of the Series
+A3-2 Warrants shall be reduced to the lower price.
+
+ 
+
+In
+the event of an Adjustment Date, the Exercise Price shall be reduced, and only reduced, on each Adjustment Date to the lesser
+of (a) the then Exercise Price, as adjusted, and (b) the Initial Trigger Date Conversion Price, which respect to the Initial Trigger
+Date, or the applicable Trigger Date Conversion Price , with respect to each applicable Trigger Date.
+
+ 
+
+Each
+series of Warrants:
+
+ 
+
+ 
+ 
+ has
+ a "Beneficial Ownership Limitation" equal to 4.99% of the number of shares of the Combined Company Common Stock
+ outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the applicable
+ Warrant. An Investor, upon notice to the Combined Company, may increase or decrease the Beneficial Ownership Limitation, as
+ provided for in the Warrants; and
+
+ 
+ 
+ will
+ be exercisable on a "cashless" basis only in the event there is no effective registration statement registering,
+ or the prospectus contained therein is not available for the sale of, the shares underlying the Warrants.
+
+ 
+
+Registration
+Rights
+
+ 
+
+On
+February 9, 2021, the Purchaser and the Investors entered into a registration rights agreement, whereby Purchaser agreed
+to file the Pre-Merger Form S-1 to register for resale the Conversion Shares and shares held by Hudson s affiliate, PX Global,
+that shall be declared on the Closing Date. Purchaser and Fr8Hub have agreed to prepare and file the Pre-Merger Form S-1 as soon
+as practicable after the execution of the SPA. The Pre-Merger Form S-1 must be declared effective by the 60th day following filing
+or, in the event the SEC notifies Purchaser that it will "review" the Pre-Merger Form S-1, the 90th calendar
+day following the filing date) and with respect to any additional registration statements which may be required pursuant to the
+Registration Rights Agreement, the 60th calendar day following the date on which an additional registration statement
+is required to be filed thereunder.
+
+ 
+
+A
+Post-Closing Form S-1 shall be filed by the Combined Company to register for resale the Warrant Shares, and up to 7,021,864 shares
+of Merger Consideration that have not been registered on the Pre-Merger Form S-1, or on the registration statement for which this
+prospectus forms a part, consisting of (i) 1,078,807 shares of Combined Company Common Stock underlying the A2
+Warrant, (ii) 1,173,847 shares of Combined Company Common Stock underlying the A2 Preferred Stock, (iii) 5,338,326 shares of Combined
+Company Common Stock underlying the A1-A Preferred Stock, (iv) 509,690 shares of Combined Company Common Stock underlying the
+A1-B Preferred Stock, (v) 13,445,122 shares of Combined Company Common Stock underlying the warrants to be issued in Pre-Merger
+Financing and (vi) shares of Combined Company Common Stock issuable upon conversion of accrued interests on the October Bridge
+Notes and January Bridge Note as of the Closing.
+
+ 
+
+The
+Post-Closing Form S-1 must be filed no later than the 15th calendar day following the Closing Date and, with respect
+to any additional registration statements which may be required pursuant the Registration Rights Agreement, the earliest practical
+date on which the Combined Company is permitted by SEC guidance to file such additional registration statements related to the
+securities to be registered on the Post-Closing Form S-1. The Post-Closing Form S-1 must be declared effective by the 60th day
+following filing or, in the event the SEC notifies Purchaser that it will "review" the Post-Closing Form S-1, the
+75th calendar day following the filing date) and with respect to any additional registration statements which may be
+required pursuant to the Registration Rights Agreement, the 60th calendar day following the date on which an additional
+registration statement is required to be filed thereunder.
+
+ 
+
+Failure
+to timely file or have the Pre-Closing Form S-1 or the Post-Closing Form S-1, be declared effective by the dates set forth above,
+including, without limitation failure to keep the Pre-Closing Form S-1 or the Post-Closing Form S-1 effective or, after the dates
+of effectiveness, such registration statements cease for any reason to remain continuously effective as to all securities included
+in such registration statements, or the Investors are otherwise not permitted to utilize the prospectus therein to resell, for
+more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive
+calendar days) during any 12-month period, then, in addition to any other rights the Holder (as defined under the registration
+statement) may have under such registration statements or applicable law, on each such date and on each monthly anniversary of
+each such date (if not been cured by such date) until such event is cured, the Combined Company shall pay to each Holder an amount
+in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate purchase
+price paid by such Holder pursuant to the SPA. If the Combined Company fails to pay any partial liquidated damages pursuant to
+the applicable Registration Rights Agreement in full within seven days after the date payable, the Combined Company will pay interest
+thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder,
+accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid
+in full. The partial liquidated damages pursuant to the terms thereof shall apply on a daily pro rata basis for any portion of
+a month prior to the cure of an event.
+
+ 
+
+ 
+
+ 10
+
+ 
+
+ 
+
+ 
+
+ 
+
+Lock-up
+and Leak-Out Agreements
+
+ 
+
+In
+connection with the Transactions, Hudson is expected to enter into Lock-Up and Leak-Out Agreements with all Fr8Hub stockholders,
+pursuant to which Fr8Hub stockholders, for up to 180 days after the closing of the Transactions and, subject to certain exceptions,
+will agree not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Purchaser
+Common Stock issued in connection with the Merger, enter into a transaction that would have the same effect, or enter into any
+swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares,
+whether any of these transactions are to be settled by delivery of any such shares, in cash, or otherwise. However, notwithstanding
+the foregoing, Fr8Hub stockholders will be able to sell any Purchaser Common Stock issued in exchange for the shares obtained
+from the Pre-Merger Financing for up to 22% of the average daily trading volume of Purchaser Common Stock on the NASDAQ stock
+exchange.
+
+ 
+
+Risks
+Related to Our Business
+
+ 
+
+Investing
+in our securities involves risks. You should carefully consider the risks described in "Risk Factors" beginning
+on page 22 before making a decision to invest in our common stock. If any of these risks actually occurs, our business, financial
+condition and results of operations would likely be materially adversely affected. In such case, the trading price of our securities
+would likely decline, and you may lose all or part of your investment. Set forth below is a summary of some of the principal risks
+we face:
+
+ 
+
+ 
+ 
+ Fr8Hub s
+ business could be materially and adversely affected by the current global COVID-19 pandemic;
+
+ 
+ 
+ 
+
+ 
+ 
+ Fr8Hub
+ may not be able to sufficiently handle data breach or IT system disruption, which could materially adversely affect Fr8Hub,
+ including requiring Fr8Hub to increase spending on data and system security;
+
+ 
+ 
+ 
+
+ 
+ 
+ Since
+ the logistics industry in which Fr8Hub competes is rapidly evolving, it is difficult to forecast long-term competitiveness
+ of Fr8Hub and its ability to maintain market shares;
+
+ 
+ 
+ 
+
+ 
+ 
+ Fr8Hub s
+ industry is sensitive towards trade wars or adverse political changes, which could materially and adversely affect the demand
+ for its services, its operations and financial conditions;
+
+ 
+ 
+ 
+
+ 
+ 
+ Fr8Hub
+ may not be able to identify, fund investment in and commercially exploit new technology, which could have a material adverse
+ impact on our business, financial condition or results of operations;
+
+ 
+ 
+ 
+
+ 
+ 
+ Fr8Hub
+ is directly affected by the cyclicality of the trucking industry and general economic conditions;
+
+ 
+ 
+ 
+
+ 
+ 
+ Fr8Hub
+ may be exposed to the effects of changing fuel and energy prices, including gasoline, jet fuel and diesel, and what interruptions
+ in supplies of these commodities can bring to the demand for the shipping and commercial freight industry.
+
+ 
+ 
+ 
+
+ 
+
+ 11
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001832136_osiris_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001832136_osiris_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..327c50a0f1b38d88f15f867b51db9a7ad7ef646a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001832136_osiris_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to our certificate of incorporation to be in effect upon the completion of this offering; common stock are to our Class A common stock and our Class B common stock; completion window is the period following the completion of this offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions and as further described herein. The completion window ends 24 months from the closing of this offering, unless extended by a vote of our stockholders; directors are to our directors and director nominees; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of such securities; forward purchase agreement are to an agreement that provides for the sale of our shares of Class A common stock and warrants to our sponsor and its permitted transferees in a private placement that will close simultaneously with the closing of our initial business combination; forward purchase securities are to the forward purchase shares and the forward purchase warrants; forward purchase shares are to the shares of our Class A common stock to be issued pursuant to the forward purchase agreement; forward transferees are to any entity to which our sponsor transfers any portion of its obligation to purchase the forward purchase securities under the forward purchase agreement; forward purchase unit are to one forward purchase share and one-half of one forward purchase warrant; forward purchase warrants are to warrants to purchase shares of our Class A common stock to be issued pursuant to the forward purchase agreement; founder shares are to shares of our Class B common stock and the shares of our Class A common stock issued upon the automatic conversion thereof at the time of our initial business combination as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares immediately prior to this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our officers and directors; permitted withdrawals means amounts withdrawn to pay our taxes; Private Placement are to a subscription of 7,000,000 warrants (or 7,750,000 warrants in the aggregate if the underwriters option to purchase additional units is exercised in full) at a price of $1.00 per warrant ($7,000,000 in the aggregate, or $7,750,000 in the aggregate if the underwriters option to purchase additional units is exercised in full) by our sponsor in a private placement that will close simultaneously with the closing of this offering; private placement warrants are to the warrants issued to our sponsor in the Private Placement; TABLE OF CONTENTS Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant (2) 28,750,000 Units $10.00 $287,500,000 $31,366.25 Shares of Class A common stock included as part of the units (3) 28,750,000 Shares (4) Redeemable warrants included as part of the units (3) 14,375,000 Warrants (4) Total $287,500,000 $31,366.25(5) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the Securities Act ). (2) Includes 3,750,000 units, consisting of 3,750,000 shares of Class A common stock and 1,875,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) No fee pursuant to Rule 457(g) under the Securities Act. (5) The filing fee has been previously paid. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a public stockholder shall only exist with respect to such public shares; sponsor are to Osiris Sponsor, LLC, a Delaware limited liability company; underwriters option to purchase additional units are to the underwriters 45-day option to purchase up to an additional 3,750,000 units to cover over-allotments, if any; warrants are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and the private placement warrants; warrant exercise date are to the date on which the warrants will become exercisable, which is the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering; warrant expiration date are to the date on which the warrants expire, which is five years after the completion of our initial business combination or earlier upon redemption or liquidation; and we, us, company or our company are to Osiris Acquisition Corp., a Delaware corporation. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their option to purchase additional units and the forfeiture by our sponsor of 937,500 founder shares. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MAY 5, 2021 PRELIMINARY PROSPECTUS $250,000,000 Osiris Acquisition Corp. 25,000,000 Units Osiris Acquisition Corp. is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We may pursue an initial business combination target in any business or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering (the warrant exercise date ), and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation (the warrant expiration date ), as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants for cash once the warrants become exercisable. We have also granted the underwriters a 45-day option to purchase up to an additional 3,750,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock in connection with the completion of our initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the consummation of our initial business combination, including interest (net of amounts withdrawn to pay our taxes ( permitted withdrawals )), divided by the number of then outstanding public shares, subject to the limitations described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering (the completion window ), we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Osiris Sponsor, LLC has subscribed to purchase an aggregate of 7,000,000 warrants (or 7,750,000 warrants if the underwriters option to purchase additional units is exercised in full) at a price of $1.00 per warrant ($7,000,000 in the aggregate, or $7,750,000 in the aggregate if the underwriters option to purchase additional units is exercised in full) in a private placement that will close simultaneously with the closing of this offering (the Private Placement ). Each private placement warrant entitles the holder thereof to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as described in this prospectus. Our initial stockholders, which include our sponsor, currently hold 7,187,500 shares of Class B common stock (up to 937,500 of which are subject to forfeiture depending on the extent to which the underwriters option to purchase additional units is exercised). The total number of shares of Class B common stock outstanding after this offering and the expiration of the underwriters option to purchase additional units will equal 20% of the total number of shares of Class A common stock and Class B common stock outstanding at such time. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. Holders of our Class B common stock will have the right to elect all of our directors prior to the consummation of our initial business combination. On any other matter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule or as otherwise described in this prospectus. In connection with the consummation of this offering, we expect to enter into a forward purchase agreement with our sponsor, which will provide for the purchase of up to $50,000,000 of units (the forward purchase units ), with each unit consisting of one share of Class A common stock (the forward purchase shares ) and one-half of one redeemable warrant to purchase one share of Class A common stock (the forward purchase warrants ), at $11.50 per share, subject TABLE OF CONTENTS General We are a newly incorporated blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We may pursue an initial business combination in any business or industry but expect to focus on a target in an industry where we believe our management team and founder s expertise will provide us with a competitive advantage. Our sponsor was formed through an investment by an investment vehicle managed by Fortinbras Enterprises LP, an affiliate of our sponsor ( Fortinbras ). Fortinbras is an investment firm founded in 2020 to focus on special situations investments in opportunistic credit, capital structure solutions, and tailored equity in Technology, Media & Telecom ( TMT ), Leisure & Hospitality, Consumer Services, and Business Services. Fortinbras invests with a focus in the securities of high-quality businesses that are mispriced due to addressable idiosyncratic business challenges or a broader market dislocation. Fortinbras engages as an active partner and works collaboratively with companies, management, and other stakeholders to maximize value with a focus on optimizing capital structures to meet the needs of the current environment and unlock growth potential. As of January 31, 2021, Fortinbras had approximately $150 million of assets under management (including committed capital). Our management team is led by Benjamin Black, our Chief Executive Officer and Director. Mr. Black is also the Managing Partner of Fortinbras and has more than 12 years of experience investing through the full range of company lifecycles in the public and private markets across the capital structure. Benjamin Fader-Rattner, our President and a member of our board of directors, has over 15 years of investing experience focused on leveraged capital structures across multiple industries, including retail and consumer companies. Our Chief Financial Officer, Anthony Martucci, who is also the Chief Financial Officer and Chief Operating Officer of Fortinbras, has over 20 years of experience in the investment management business. Our management team will also be supported by and work closely with the rest of the Fortinbras investment team, which consists of three investment professionals. Our management team and the investment professionals at Fortinbras have extensive experience in balance sheet restructurings, rescue financings, corporate carve-outs, liability management, and operational turnarounds. We believe this experience to be a substantial competitive advantage in the current economic environment relative to other blank check companies and sources of capital. The recent novel coronavirus ( COVID-19 ) has had an unprecedented impact on Consumer, Retail and Leisure companies, including companies with high levels of brand equity, above average returns on invested capital and healthy growth rates. Many of these companies are leveraged due to private equity ownership or M&A transactions underwritten with significant amounts of unrealized synergies. Without the ability to access the liquidity of the public equity markets and unlock the value that their brand recognition can command, we believe these companies will require right-sizing their capital structures through reorganizations or incremental equity capital from their private ownership to support working capital, liquidity, and business investment. Past performance of our management team does not guarantee either (i) success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team as indicative of our future performance. For more information on the experience and background of our management team, see the sections entitled Management and Proposed Business. Our Forward Purchase Agreement and Committed Capital We believe our forward purchase agreement will enhance our ability to complete an initial business combination due to the certainty of funds we bring to a transaction. In connection with the consummation of this offering, we expect to enter into a forward purchase agreement with our sponsor, which will provide for the purchase of up to $50,000,000 of units (the forward purchase units ), with each unit consisting of one share of Class A TABLE OF CONTENTS to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur in connection with the closing of our initial business combination. The amount of forward purchase units to be purchased by our sponsor under the forward purchase agreement may be increased at our request at any time prior to our initial business combination, but only if agreed to by our sponsor in its sole discretion. The obligations under the forward purchase agreement will not depend on whether any shares of Class A common stock are redeemed by our public stockholders. The forward purchase warrants will have the same terms as the private placement warrants so long as they are held by our sponsor and its permitted transferees, and the forward purchase shares will be identical to the shares of Class A common stock included in the units being sold in this offering, except the forward purchase shares will be subject to transfer restrictions and certain registration rights, as described herein. Any forward purchase warrant held by a holder other than our sponsor and its permitted transferees will have the same terms as the warrants included in the units being sold in this offering. Prior to this offering, there has been no public market for our units, Class A common stock or warrants. We intend to apply to list our units on the New York Stock Exchange (the NYSE ) under the symbol OSI.U on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. The Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus, subject to certain conditions. Once the securities constituting the units begin separate trading, we expect that the Class A common stock and warrants will be listed on the NYSE under the symbols OSI and OSI WS, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. Please see Risk Factors on page 32. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Price to public $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 13,750,000 Proceeds, before expenses, to us $ 9.45 $ 236,250,000 (1) Includes $0.35 per unit, or $8,750,000 (or up to $10,062,500 if the underwriters option to purchase additional units is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250.0 million, or $287.5 million if the underwriters option to purchase additional units is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.- based trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager Jefferies Co-Manager B. Riley Securities The date of this prospectus is , 2021. TABLE OF CONTENTS common stock (the forward purchase shares ) and one-half of one redeemable warrant to purchase one share of Class A common stock (the forward purchase warrants ), at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur in connection with the closing of our initial business combination. The amount of forward purchase units to be purchased by our sponsor under the forward purchase agreement may be increased at our request at any time prior to our initial business combination, but only if agreed to by our sponsor in its sole discretion. The obligations under the forward purchase agreement will not depend on whether any shares of Class A common stock are redeemed by our public stockholders. The amount of forward purchase units sold pursuant to the forward purchase agreement will be determined by us at our sole discretion. If we do not draw upon the full forward purchase commitment, forward purchase units will be sold on a pro rata basis to the forward purchase investors based on the aggregate amount committed by the forward purchase investors. The terms of the forward purchase shares and forward purchase warrants, respectively, will generally be identical to the terms of the Class A common stock and the redeemable warrants included in the units being issued in this offering, except that the forward purchase shares will have certain registration rights, as described in this prospectus. We believe our committed capital makes us more attractive to both asset owners and management teams of potential business combination targets. We also believe our ability to complete our initial business combination will be enhanced by the certainty we bring through the significant forward purchase agreement, along with the ability of our sponsor to invest additional capital, both initially and over time. We will look to be both opportunistic and flexible in structuring a capital solution that will be the most effective in executing a business combination. Business Strategy Our business strategy is to identify, combine with and maximize the value of a fundamentally strong franchise that is facing temporary dislocation due to idiosyncratic events stemming from the COVID-19 pandemic and may benefit from incremental capital to capitalize on significant pent-up demand and growth opportunities as the economy reopens. In particular, we believe that many such companies with strong and recognizable brands have business models that are not appropriately supported by the private markets. We believe these companies suffer from an inability to maximize their growth potential while burdened with levered capital structures. We believe that our in-depth understanding of capital allocation, coupled with the more liquid publicly traded vehicle the company offers in an initial business combination, would result in an accelerated growth trajectory and significant value creation for our stockholders. Osiris Acquisition Corp. benefits from our management team s deep understanding of the public and private capital markets, a differentiated network to source opportunities, significant industry expertise and a long-term approach to sustainable value creation. We believe that fundamentally sound businesses that are facing temporary dislocations as a result of the COVID-19 pandemic can provide an attractive investment opportunity. Optimizing, strengthening or equitizing balance sheets creates an opportunity to unlock growth potential for companies positioned to meet pent-up consumer demand. Many companies that are privately owned and leveraged often have little experience with the investments and directions needed to shift to a growth-oriented philosophy and often repeat decisions to cut costs and constrain growth. Today s market environment shows that there are many companies that are not best served by private ownership, particularly those with high levels of embedded value from brand recognition and loyalty that have experienced unexpected business challenges due to COVID-19. Our acquisition selection process will leverage our management team s network of potential transaction sources, ranging from owners and directors of private and public companies, private equity funds, hedge funds, investment bankers, and other trusted advisors across various sectors. Over the course of their careers, the management team has developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. We expect this network will provide our management team with a robust and consistent flow of acquisition opportunities. In addition, we believe our independent director s extensive networks of industry, financial, and operational relationships will yield potential acquisition opportunities. Finally, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, hedge funds, investment banking firms, consultants, accounting firms and large business enterprises. Upon TABLE OF CONTENTS completion of this offering, members of our management team will communicate with their networks to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potentially interesting leads. Business Combination Criteria We believe the following general criteria and guidelines are important in evaluating prospective target businesses, which may includea corporate carveout,but we may decide to enter into a business combination with a target business that does not meet these criteria and guidelines. Positioned to Thrive as a Public Company. We intend to pursue a business combination with a company that will benefit from being publicly traded. We intend to focus on companies whose brand resonance and value are not properly captured or capitalized upon while private. As public companies they can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company. Recognizable Brands in the Consumer, Retail and Leisure Sectors. We intend to target companies with a high degree of customer loyalty and recognition that has been disproportionately affected by COVID-19. These companies have proven business models positioned for growth from pent-up consumer demand, and we believe an infusion of growth capital will further accelerate and unlock these burgeoning growth opportunities. Sustainable Business Models. We intend to pursue companies with defensible business models, high barriers to entry, above average returns on invested capital and attractive growth prospects. We intend to avoid companies that operate in highly competitive industries and lacking a differentiated value proposition. Strong Management Teams. We will target businesses that have strong, experienced management teams. In our experience, it is critical to have effective management in place while repositioning a company; to undertake a management change while remaking the capital structure creates exponential level of risk with too many negative variables at one time. We will, however, assist and aid the management team of a potential target business including by introducing board members and advisors with relevant insight and experience. Capitalize on Exceptional Network. We plan to utilize the outstanding relationships and networks of our management team and independent directors to drive growth and strengthen target companies. These relationships have the capacity to foster new partnerships, ventures, and initiatives that can transform great companies into phenomenal companies. Poised to Benefit from Reopening. We intend to target companies that, due to the economic dislocation caused by COVID-19, have near-term earnings and cash flow profiles that may be unable to support their pre-COVID-19 capital structures and may require incremental capital through a recapitalization or reorganization. We believe that many companies in Consumer, Retail and Leisure & Hospitality have a significant disadvantage in raising private capital as they have lost a significant portion of their revenue and EBITDA. As a result, these companies are plagued by the specter of uncertainty. The pace at which business returns and positive cash flow can be restored is difficult to predict making it nearly impossible to gauge liquidity needs and whether they can be supported by a private capital structure. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In addition to any potential target acquisition candidates we may identify on our own, we anticipate that other target candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions and execute carve-outs. TABLE OF CONTENTS Our Acquisition Process In evaluating a potential target business, we expect to conduct a comprehensive due diligence review to seek to determine a company s quality and its intrinsic value. That due diligence review may include, among other things, financial statement analysis, detailed document reviews, multiple meetings with management, consultations with relevant industry experts, competitors, customers and suppliers, as well as a review of additional information that we will seek to obtain as part of our analysis of a target company. Members of our team, including our officers and directors, will directly or indirectly own our securities following this offering and, accordingly, may have a conflict of interest in determining whether a particular target company is an appropriate business with which to effectuate our initial business combination. Our sponsor, certain executive officers and members of our board of directors acquired founder shares for approximately $0.003 per share and we are offering units at a price of $10.00 per unit in this offering; as a result, our sponsor, management and directors could make a substantial profit after the initial business combination even if public investors experience substantial losses. Because the threshold at which a transaction will be profitable for our sponsor, management and directors is significantly lower than for investors in this offering, the interests of our management and directors in deciding which opportunities to pursue may not align with the interests of public investors. In addition, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers, directors and management team members was included by a target business as a condition to any agreement with respect to such business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. As described in Management Conflicts of Interest, our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such opportunity to such entities first and only present it to us if such entities reject the opportunity. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our sponsor and our officers and directors may sponsor or form other blank check companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. In addition, our sponsor, officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Initial Business Combination The NYSE s rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of The Financial Industry Regulatory Authority, Inc., or FINRA, or from an independent accounting firm, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although TABLE OF CONTENTS there is no assurance that we will not do so. Additionally, pursuant to the NYSE s rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all the target businesses. We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares in connection with our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy redemptions by public stockholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following the consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account upon expiration of the completion window. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. We will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001832250_group_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001832250_group_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..617a07d00e1db9c465e7aa83af228fe9547d36be
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001832250_group_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to our amended and restated certificate of incorporation to be in effect upon the completion of this offering; common stock are to our Class A common stock and our Class B common stock; company or our company are to Group Nine Acquisition Corp., a Delaware corporation; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of our Class A common stock issued upon the automatic conversion thereof at the time of our initial business combination as provided herein; Group Nine Media are to Group Nine Media, Inc., a Delaware corporation and the sole member of our sponsor; initial stockholders are to our sponsor and the other holders (if any) of our founder shares prior to this offering; management, our management team or our team are to our officers and directors, and directors are to our current directors and director nominees; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a public stockholder shall only exist with respect to such public shares; sponsor are to Group Nine SPAC LLC, a Delaware limited liability company, which is wholly owned by Group Nine Media; warrants are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and the private placement warrants; and we, us or our are to Group Nine Acquisition Corp., a Delaware corporation, or, where applicable, members of our management team. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Overview We are a newly organized, blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, which we refer to throughout this prospectus as our initial business combination, with one or more businesses or entities, which we refer to throughout this prospectus as a target business. We have not selected any specific target business and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any target business regarding a business combination with our company. As described further below, we currently intend to combine with Group Nine Media, Inc., a digital media company and the parent company of our sponsor, concurrent with the completion of our initial business combination. We will not, however, complete an initial business combination with only Group Nine Media. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated January 11, 2021 Prospectus $200,000,000 Group Nine Acquisition Corp. 20,000,000 Units Group Nine Acquisition Corp. is a newly organized, blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, which we refer to throughout this prospectus as our initial business combination, with one or more businesses or entities, which we refer to throughout this prospectus as a target business. We have not selected any specific target business and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any target business regarding a business combination with our company. As described further below, we currently intend to combine with Group Nine Media, Inc. ("Group Nine Media"), a digital media holding company and the parent company of our sponsor, Group Nine SPAC LLC, concurrent with the completion of our initial business combination. We will not, however, complete an initial business combination with only Group Nine Media. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Subject to the terms and conditions described in this prospectus, we may redeem the warrants once the warrants become exercisable. We have also granted the underwriters a 45-day option from the date of this prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (net of taxes payable), divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares throughout this prospectus, subject to the limitations described herein. If we have not completed our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor has agreed to purchase an aggregate of 2,600,000 warrants (or 2,840,000 warrants if the underwriters over-allotment option is exercised in full) at a price of $1.50 per warrant ($3,900,000 in the aggregate, or $4,260,000 in the aggregate if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment, in a private placement that will close simultaneously with the closing of this offering. A portion of the proceeds from the sale of these warrants will be placed in the trust account described below. Our initial stockholders, which include our sponsor, own 5,750,000, subject to adjustment, shares of Class B common stock (up to 750,000 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised). The shares of Class B common stock will automatically convert into shares of Class A TABLE OF CONTENTS Although we may pursue a target business in any stage of its corporate evolution or in any industry, sector or geographic region, we initially intend to focus our search on target businesses in the digital media and adjacent industries, including the social media, e-commerce, events, and digital publishing and marketing sectors. We currently intend to capitalize on the ability of our management team to identify, acquire and operate a business in the digital media and/or adjacent industries, as well as on the reputation, significant experience and relationships of our management team to complete an initial business combination. The business executives that comprise our management team are recognized leaders in the digital media industry and have experience in acquiring and operating prominent companies in this domain. In addition, our management team, through long-standing industry relationships, has global access to the operating, venture capital and financial sponsor communities, providing a key portal into a pipeline of potential target acquisition opportunities. Our Management Team Our management team consists of seasoned industry executives, with proven track records of: operating fast growing technology businesses across digital media and adjacent industries; developing scaled digital media brands; growing prominent companies, both organically and through acquisitions; building portfolio infrastructure; monetizing brands through diversified channels; evaluating key trends and building innovative multi-brand digital content platforms; building cohesive and productive management teams; functioning in an advisory capacity and providing governance to operational leadership teams; sourcing, structuring, financing, acquiring and selling businesses; and fostering relationships with sellers, investors and target management teams. Our Chairman and Chief Executive Officer, Ben Lerer, currently serves as Chairman and Chief Executive Officer of Group Nine Media. Mr. Lerer has led Group Nine Media since its inception, successfully rolling up and integrating four digital content publishers, Thrillist, NowThis, The Dodo, and Seeker, to form the company in 2016. Since 2016, Mr. Lerer has led Group Nine Media s acquisitions of Emmy-nominated, Cannes Lions and Sundance Film Festival award-winning production studio, JASH, in 2017 and prominent digital lifestyle brand for women, POPSUGAR, in 2019. Our President and Director, Brian Sugar, joined Group Nine Media with the acquisition of POPSUGAR, which he co-founded with his wife, Lisa Sugar, in 2006. Mr. Sugar had served as Chief Executive Officer of POPSUGAR since its inception. In Mr. Sugar s 13 years leading POPSUGAR, the company acquired nine businesses in digital content and e-commerce. Our Chief Financial Officer and Secretary, Sean Macnew, currently serves as Chief Financial Officer of Group Nine Media. Mr. Macnew has over 25 years of finance, corporate development, and general management experience. Mr. Macnew joined Group Nine Media with its acquisition of POPSUGAR, where he held the positions of Chief Financial Officer and Chief Operating Officer. Our management has grown Group Nine Media s audience reach to 44% of the U.S. population monthly, with nearly 7 billion views of Group Nine Media s videos monthly, across a diverse content portfolio consisting of Thrillist, POPSUGAR, The Dodo, NowThis, and Seeker. Mr. Lerer and Mr. Sugar also have extensive experience identifying, investing in, and partnering with private companies. Mr. Lerer is a Managing Partner at prominent early-stage venture capital fund Lerer Hippeau, which he co-founded in 2010. Lerer Hippeau has more than 250 active investments, including investments in Group Nine Media, Allbirds, Axios, BuzzFeed, Casper Sleep, Glossier, and Warby Parker. Mr. Sugar is a Partner at early-stage venture capital firm Sugar Capital, which he founded in 2020 to invest in brands and technology that will power the future of e-commerce. Mr. Sugar is also an early investor in Afterpay, Everlane, Fast, Optimizely, and Roadster, among other companies. TABLE OF CONTENTS common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as described herein. Only holders of Class B common stock will have the right to vote on the election of directors and to remove directors prior to our initial business combination, and such rights may only be amended by a resolution passed by the holders of a majority of our Class B common stock. On all other matters submitted to a vote of our stockholders, holders of the Class B common stock and holders of the Class A common stock will vote together as a single class, with each share of common stock entitling the holder to one vote, except as required by law or the applicable rules of NASDAQ, then in effect. If we combine with Group Nine Media concurrently with our initial business combination, our sponsor intends to forfeit all of our Class B common stock held by it in connection with the consummation of such business combination. Prior to this offering, there has been no public market for our units, Class A common stock or warrants. We have applied to list our units on the NASDAQ Capital Market, or NASDAQ, under the symbol "GNACU." We expect our units will be listed on NASDAQ on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on NASDAQ. We expect the Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Barclays Capital Inc. and Code Advisors LLC inform us of their decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities constituting the units begin separate trading, we expect that the Class A common stock and warrants will be listed on NASDAQ under the symbols "GNAC" and "GNACW," respectively. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See Risk Factors beginning on page 33 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Per Unit Total Public offering price $ 10.00 $ 200,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 11,000,000 Proceeds, before expenses, to us $ 9.45 $ 189,000,000 (1) Includes $0.35 per unit, or $7,000,000 (or up to $8,050,000 if the underwriters over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred underwriting commissions will be released to the underwriters only upon completion of our initial business combination. Does not include certain fees and expenses payable to the underwriters in connection with this offering. Also includes $0.08 per unit, or $1,600,000 (or up to $1,840,000 if the underwriters' over-allotment option is exercised in full) in the aggregate, payable to Code Advisors LLC on the earlier of (i) the completion of our initial business combination and (ii) December 31, 2021. Such amounts will be paid from funds released to us upon completion of our initial business combination, or if due prior to the completion of the initial business combination, we expect to pay such amounts with a loan from our sponsor. Although our sponsor currently has expressed the intention to loan funds to us in such circumstance, our sponsor has no obligation to do so. The terms of any such loan have not been determined and no written agreement exists with respect to such loan. Any such loan may be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Although Group Nine Media has irrevocably and unconditionally guaranteed the payment of such amounts, no assurance can be given that Group Nine Media will be able to satisfy its guarantee obligation when due. Code Advisors LLC has not executed any agreement with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account in the event that such amounts become due prior to the completion of our initial business combination and we and Group Nine Media fail to pay such amounts. In the event that Code Advisors LLC makes a claim against the funds in the trust account with respect to such amounts, our sponsor has also agreed to indemnify us for any reduction in the trust account as a result of any payment arising from such claim. However, we have not independently verified whether our sponsor has sufficient funds to satisfy its indemnification obligations. Given that our sponsor s only assets are securities of our company, our sponsor may not be able to satisfy those indemnification obligations. We have not asked our sponsor to reserve for such obligations. See "Underwriting" for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200.0 million, or $230.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee, and $1.5 million will be available to pay fees and expenses in connection with this offering and for working capital following this offering. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units on or about , 2021. Barclays CODE Advisors Prospectus dated , 2021 TABLE OF CONTENTS Market Opportunity We plan to pursue business combination opportunities with companies operating in the digital media and adjacent industries including, but not limited to, the social media, e-commerce, events, and digital publishing and marketing sectors. We believe the digital media industry continues to benefit from broad consumer trends, including trends relating to: Audience: Consumer time spent continues to shift from TV to mobile and social media; Advertising: U.S. digital advertising spend continues to grow at a much faster rate than TV advertising; Platforms: Social and streaming platforms are increasingly valuing and paying for premium content; Traditional Media: Traditional players are shifting their focus to direct-to-consumer monetization, leaving digital content and advertising opportunities more open for native players; and E-commerce: Digital media continues to influence larger swaths of digital purchasing, which has been meaningfully accelerated by the COVID-19 pandemic. We believe the digital media sector is primed for consolidation, as digital media companies need a scaled platform with efficient portfolio infrastructure to compete in the ecosystem and return value to shareholders in the long-term. Digital media companies that complement organic growth with a robust roll up strategy can generate the audience reach and scale necessary to grow reliable and diversified revenue streams, while simultaneously capitalizing on synergy opportunities to expand margins and profitability. Under the expertise of a centralized management team, such a digital media platform could become the foundation to routinely plug in additional businesses and revenue streams, all the while efficiently expanding margin profiles through operational improvements. Acquisition Strategy Our objective is to create a scalable digital media platform with the infrastructure to continuously support and grow bolt-on and tuck-in acquisitions for financial return. We intend to create this platform through the consummation of our initial business combination, targeting businesses with meaningful financial scale and immediately identifiable cost synergies. We then intend to further enhance stockholder value by identifying and completing additional acquisitions, implementing operational improvements, and expanding the targets product offerings and geographic footprints. We believe many businesses in the digital media, social media, e-commerce, and events sectors could benefit from access to the public markets, but have thus far been unable to access these markets due to a number of factors, including standalone lack of scale and perceived digital media market volatility. We expect to utilize our management team s experience in operating and leading successful digital media and e-commerce companies and significant relationships in these sectors to achieve our objective. Our selection process will leverage our management team s deep and trusted contacts in the digital media and adjacent sectors globally, which we believe will provide us with access to attractive business combination opportunities in these sectors. As one of the only digital media-focused special purpose acquisition companies ( SPACs ), we believe that we are in a unique position to capitalize on the expected industry consolidation. Our management team has developed a proven roll up thesis through their professional tenure and successful track record of integrating and growing acquired brands and realizing synergies with the Group Nine Media digital platform. In a sector that we believe has value opportunities, one with many sub-scale players looking for larger platforms to join, we intend to build a diverse digital media platform through which to serve as an appealing home for premium brands and intellectual property ( IP ) under a centralized management team. We believe this centralization will allow for the sharing of best practices across brands, while we believe the asset portfolio diversification will provide each individual brand the freedom to operate and grow their categories of expertise. Furthermore, we expect that the implementation of our roll up strategy will provide considerable upside potential through increased advertising revenue from combined go-to market strategies, centralized capabilities for revenue diversification, financial security through additional scale, as well as cost savings from centralized go-to-market and back-office functions. TABLE OF CONTENTS Acquisition Criteria We intend to identify companies that have compelling growth potential and a combination of the characteristics listed below. We will use these guidelines to evaluate acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria. We intend to focus on businesses that operate category-leading digital media and adjacent sector brands, where we can leverage our management team s experience as acquirers, operators, and investors and extensive network of industry leaders. We intend to prioritize businesses that exhibit attractive financial metrics, including demonstrated revenue scale and growth and a clear path to profitability. We intend to focus on businesses with which we would have the ability to efficiently unlock revenue synergies, synergies of scale, and/or operational synergies. We intend to focus on businesses that have significant embedded or underexploited expansion opportunities, have been underinvested in by current owners, or where a strategic relationship or business combination with Group Nine Media and additional acquisitions could unlock significant potential synergies. We intend to focus on businesses that own established, trusted, multi-platform IP and have proven success in monetizing IP across multiple channels, including but not limited to linear programming, product licensing, affiliate, and events. We intend to focus on businesses that have identifiable and implementable opportunities for value creation through acquisitions, capital investment in organic growth strategies, or generation of greater operating efficiencies. We intend to focus on businesses that can benefit from a public listing and access to the public capital markets and will be able to effectively utilize the broader access to capital and the public profile that are associated with being a publicly traded company. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines, as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the Securities and Exchange Commission (the SEC ). Our Initial Business Combination Process and Possible Combination with Group Nine Media Concurrently with our initial business combination, we currently intend to combine with Group Nine Media. The resulting combined company would inherit our NASDAQ listing and its common stock and warrants would be publicly traded. We believe the combination of Group Nine Media and another target business in the digital media and adjacent industries, including the social media, e-commerce, events, and digital publishing and marketing sectors, under the Group Nine Media umbrella will allow the resulting combined company to leverage Group Nine Media s existing licenses, experienced management team and geographic footprint and offer significant synergy and long-term value creation opportunities for our investors and serve as a platform for further growth. See the section of this prospectus entitled Group Nine Media Business for additional information with respect to Group Nine Media. We have not entered into any letter of intent or definitive agreement with Group Nine Media, nor have we agreed to valuation or other key terms and conditions with respect to such a possible combination transaction. As a result, even though we intend to combine with Group Nine Media concurrently with the completion of our initial business combination, we cannot provide any assurance that such a merger with Group Nine Media will occur at all, or, if it does, we cannot provide any assurance as to the timing or terms thereof. We will not, however, complete an initial business combination with only Group Nine Media. In addition, we will likely not consummate a merger with Group Nine Media if the target business with TABLE OF CONTENTS respect to our initial business combination is not within the digital media and adjacent industries. If we pursue a combination with Group Nine Media concurrently with our initial business combination, a committee of our disinterested directors will negotiate the terms and conditions of such merger (including the valuation of Group Nine Media) on our behalf. Such committee of disinterested directors would also obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority ( FINRA ) or another independent entity that commonly renders valuation opinions that the proposed merger with Group Nine Media is fair to our company and our stockholders from a financial point of view. Our public stockholders will have the same voting and redemption rights with respect to any merger with Group Nine Media as are applicable to our initial business combination and described elsewhere in this prospectus. Additionally, if we combine with Group Nine Media concurrently with our initial business combination, our sponsor intends to forfeit all the founder shares held by it in connection with the consummation of such business combination. In evaluating a prospective target business for our initial business combination, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management, document reviews, as well as a review of financial, operational, legal and other information that will be made available to us. We will also utilize our operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors, or any of their respective affiliates. Similar to our approach with respect to a potential merger with Group Nine, in the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, or any of their affiliates, we, or a committee of disinterested directors, will obtain an opinion from an independent investment banking firm which is a member or FINRA or another independent entity that commonly renders valuation opinions that our initial business combination is fair to us from a financial point of view. We are not required to obtain such an opinion in any other context. Members of our management team will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to our initial business combination. In addition, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor these obligations to present such business combination opportunity to such entity, and may determine to only present it to us if such entity rejects the opportunity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. Our amended and restated certificate of incorporation will provide that, prior to the consummation of our initial business combination, we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and the director or officer is permitted to refer that opportunity to us without violating any legal obligation. Our officers and directors would continue to be subject to all other fiduciary duties owed to us and our stockholders and no other waivers of their respective fiduciary obligations have been provided to any such officers and directors. We do not have any plan for any waiver of the fiduciary duties of our officers and directors post-business combination. Further, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. TABLE OF CONTENTS Initial Business Combination NASDAQ listing rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own or acquire shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business or businesses in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target business and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In such cases, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired by us is what will be taken into account for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Subject to the foregoing, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations, or with Group Nine Media alone. If we combine with Group Nine Media concurrently with our initial business combination, we will not include the fair market value of Group Nine Media for purposes of satisfying the 80% of net assets test. Prior to the date of effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are a newly organized blank check company incorporated as a Delaware corporation on November 9, 2020. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of TABLE OF CONTENTS Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of that fiscal year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of that fiscal year s second fiscal quarter, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that fiscal year s second fiscal quarter. Our executive offices are located at 568 Broadway, Floor 10, New York, NY 10012 and our telephone number is (646) 786-1980. Our website address is . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. TABLE OF CONTENTS The Offering In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 20,000,000 units (or 23,000,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-third of one redeemable warrant to purchase one share of Class A common stock. Proposed NASDAQ symbols Units: GNACU Class A Common Stock: GNAC Warrants: GNACW Trading commencement and separation of Class A common stock and warrants The units will begin trading on or promptly after the date of this prospectus. We expect the Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Barclays Capital Inc. and Code Advisors LLC inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet of the company reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly, and no later than four business days, TABLE OF CONTENTS after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 20,000,000(1) Common stock: Number outstanding before this offering 5,750,000(2)(4) Number outstanding after this offering 25,000,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 2,600,000(1) Number of warrants to be outstanding after this offering and the private placement 9,266,666(1) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of our Class A common stock, subject to adjustment as provided herein, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per whole share of Class A common stock, subject to adjustment as described herein. In addition, if (x) we issue additional shares of our Class A common stock or equity-linked securities for capital raising (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our initial stockholders of 750,000 founder shares. (2) Consists solely of founder shares, and includes up to 750,000 founder shares that are subject to forfeiture by our initial stockholders depending on the extent to which the underwriters over-allotment option is exercised. (3) Includes 20,000,000 public shares and 5,000,000 founder shares. (4) Founder shares are classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. TABLE OF CONTENTS purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of our Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the newly issued price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A common stock during the 20-trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the market value ) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the market value and the newly issued price, and the $18.00 per share redemption trigger price described below adjacent to Description of Securities Warrants Public Stockholders Warrants Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the market value and the newly issued price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the market value and the newly issued price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the shares of our Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or holders are permitted to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC, and within 60 business days following the closing of our initial business combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, and to maintain the effectiveness of such registration statement and a current prospectus relating to TABLE OF CONTENTS those shares of Class A common stock until the warrants expire or are redeemed; provided that, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of our Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; on a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last reported sale price of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the Reference Value ) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above). We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current TABLE OF CONTENTS prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period or we require the warrants to be exercised on a cashless basis as described below. If and when the warrants become redeemable by us, we may exercise our redemption right even if the issuance of the underlying securities is not exempt under all applicable state securities laws and we are unable to register or qualify the underlying securities for sale under all such laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value (defined below) over the exercise price of the warrants by (y) the fair market value and (B) the product of 0.361 and the number of warrants surrendered by such holder, subject to adjustment. The fair market value shall mean the volume-weighted average price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section entitled Description of Securities Warrants Public Stockholders Warrants for additional information. None of the private placement warrants will be redeemable by us (except as described below adjacent to Description of Securities Warrants Public Stockholders Warrants Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ) so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Stockholders Warrants based on the redemption date and the fair market value of our Class A common stock TABLE OF CONTENTS (as defined below) except as otherwise described in Description of Securities Warrants Public Stockholders Warrants ; and if, and only if, the Reference Value (as defined above under Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 ) equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above); and if, and only if, the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above), the private placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above. We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if the issuance of the underlying securities is not exempt under all applicable state securities laws and we are unable to register or qualify the underlying securities for sale under all such laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. The fair market value of our Class A common stock shall mean the volume-weighted average price of our Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of our Class A common stock per warrant (subject to adjustment). No fractional shares of Class A common stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Stockholders Warrants for additional information. TABLE OF CONTENTS Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination. Founder shares On November 9, 2020, our sponsor purchased 7,187,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On November 19, 2020, we effectuated a 0.8-for-1 reverse split of the founder shares, resulting in an aggregate outstanding amount of 5,750,000 founder shares. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. Prior to consummation of the offering, our sponsor intends to transfer 25,000 founder shares to each of our independent director nominees. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. The number of founder shares issued was based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or a share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the number of founder shares at 20.0% of our issued and outstanding shares of our common stock upon the consummation of this offering. Our initial stockholders will own 20.0% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). Up to 750,000 founder shares will be subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to: (1) waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of our initial business combination; (2) waive their redemption rights with respect to their founder shares and any public shares held by them in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not consummate our initial business combination within 24 months from the closing of this offering, or (B) with TABLE OF CONTENTS respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (3) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering or during any extended time that we have to consummate a business combination beyond 24 months as a result of a stockholder vote to amend our amended and restated certificate of incorporation (an Extension Period ) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our sponsor, officers and directors have agreed, pursuant to such letter agreement, to vote their founder shares and any public shares they hold in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 7,500,001, or 37.5% (assuming all outstanding shares are voted and the over-allotment option is not exercised), or 1,250,001 or 6.25% (assuming only the minimum number of shares; representing a quorum are voted and the over-allotment option is not exercised), of the 20,000,000 public shares sold in this offering to be voted in favor of our initial business combination in order to have such initial business combination approved; the founder shares will automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; the founder shares are entitled to registration rights; and prior to our initial business combination, only the holders of the founder shares will have the right to vote on the election of directors and to remove directors, and such rights may only be amended by a resolution passed by the holders of a majority of our Class B common stock. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination; or (B) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). Any permitted transferees would be subject to the same restrictions and other agreements of our TABLE OF CONTENTS initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment, as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amount issued in this offering and related to the closing of our initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the aggregate number of all shares of common stock outstanding upon the completion of this offering, plus the aggregate number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination (net of the number of shares of Class A common stock redeemed in connection with our initial business combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination and any private placement warrants issued to our sponsor, an affiliate of our sponsor or any of our officers or director. Election of Directors; Voting Rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by a resolution passed by the holders of a majority of our Class B common stock. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of NASDAQ then in effect, holders of our TABLE OF CONTENTS founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Our amended and restated certificate of incorporation will provide that our board of directors will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. Private placement warrants Our sponsor has agreed, pursuant to a written agreement, to purchase an aggregate of 2,600,000 (or 2,840,000 if the underwriters over-allotment option is exercised in full) private placement warrants at a price of $1.50 per warrant ($3,900,000 in the aggregate or $4,260,000 in the aggregate if the underwriters over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each private placement warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. Certain of the proceeds of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $200.0 million ($230.0 million if the underwriters over-allotment option is exercised in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will not be redeemable by us (except as described below under Description of Securities Warrants Public Stockholders Warrants Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ) so long as they are held by our sponsor or its permitted transferees. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Our sponsor, as well as its permitted transferees, have the option to exercise the private placement warrants on a cashless basis. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). Proceeds to be held in trust account NASDAQ listing rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we TABLE OF CONTENTS will receive from this offering and the sale of the private placement warrants described in this prospectus, $200.0 million ($10.00 per unit), or $230.0 million ($10.00 per unit) if the underwriters over-allotment option is exercised in full (including $7,000,000 (or up to $8,050,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee, and $1.5 million will be used to pay expenses in connection with this offering and for working capital following this offering. The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay taxes, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) the completion of our initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (3) the redemption of all of our public shares if we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period, subject to applicable law. Public stockholders who do not exercise their redemption rights in connection with such an amendment to our certificate of incorporation would still have the right to redeem their shares of Class A common stock in connection with any other applicable amendment to our certificate of incorporation and a subsequent business combination to the extent they are then stockholders. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof. Based upon TABLE OF CONTENTS current interest rates, we expect the trust account to generate approximately $200,000 of interest annually (assuming an interest rate of 0.10% per year) however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $700,000 in working capital after the payment of approximately $800,000 in expenses relating to this offering; with respect to our taxes, any interest earned from the trust account; and any loans or additional investments from our sponsor, members of our management team or any of their affiliates or other third parties, although they are under no obligation to loan funds to, or invest in, us, and provided that any such loans will not have any claim on the proceeds held in the trust account. If we complete our initial business combination, we expect to repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. Up to $1,500,000 of all loans made to us may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender at the time of the business combination. The warrants would be identical to the private placement warrants issued to the initial stockholders. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. NASDAQ listing rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the trust account (excluding the amount of deferred underwriting commissions held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent entity that commonly renders valuation opinions. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company TABLE OF CONTENTS under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test; provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. If we combine with Group Nine Media concurrently with our initial business combination, we will not include the fair market of Group Nine Media for purposes of satisfying the 80% of net assets test. Please see the section of this prospectus entitled Group Nine Media for additional information with respect to Group Nine Media. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, officers, advisors or any of their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Please see Proposed Business Permitted Purchases of Our Securities for a description of how such persons will determine from which stockholders to seek to acquire securities. There is no limit on the number of public shares such persons may purchase, or any restriction on the price that they may pay. Any such price per public share may be different than the amount per public share a public stockholder would receive if it elected to redeem its public shares in connection with our initial business combination. However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our initial stockholders, directors, officers, advisors or any of their affiliates determine to make any such purchases at the time of a stockholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase public shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M TABLE OF CONTENTS under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (1) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information; and (2) clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Our sponsor, directors, officers, advisors or any of their affiliates will be restricted from making any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We would expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions prior to completion of our initial business combination. See Proposed Business Permitted Purchases of Our Securities for a description of how our sponsor, initial stockholders, directors, officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which TABLE OF CONTENTS may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either: (1) in connection with a stockholder meeting called to approve the initial business combination; or (2) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by applicable law or stock exchange rules or we choose to seek stockholder approval for business or other reasons. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation: TABLE OF CONTENTS conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. Whether or not we maintain our registration under the Exchange Act or our listing on NASDAQ, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we will only redeem public shares so long as (after such redemptions) our net tangible assets will be at least $5,000,001, either prior to or upon consummation of an initial business combination, after payment of the deferred underwriting commission (so that we do not then become subject to the SEC s penny stock rules), or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination, and we instead may search for an alternate business combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rules or we decide to obtain stockholder approval for business or other reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. TABLE OF CONTENTS We expect that a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our NASDAQ listing or Exchange Act registration. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote their founder shares and any public shares held by them in favor of our initial business combination. We expect that at the time of any stockholder vote relating to our initial business combination, our initial stockholders and their permitted transferees will own at least 20% of our outstanding shares of common stock entitled to vote thereon. These voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares without voting, and if it does vote, irrespective of whether it votes for or against the proposed transaction. Our amended and restated certificate of incorporation will provide that we will only redeem our public shares so long as (after such redemptions) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of an initial business combination, after payment of the deferred underwriting commission (so that we do not then become subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for working capital or other general corporate purposes; or (3) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. TABLE OF CONTENTS Tendering stock certificates in connection with a tender offer or redemption rights We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all TABLE OF CONTENTS shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Redemption rights in connection with proposed amendments to our amended and restated certificate of incorporation Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the sale of the private placement warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of at least 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our common stock. The provisions of our amended and restated certificate of incorporation related to the right to vote on the election of directors or to remove a member of our board of directors, in each case prior to our initial business combination, may only be amended by a resolution passed by the holders of a majority of our Class B common stock. In all other instances, our amended and restated certificate of incorporation will provide that it may be amended by holders of a majority of our common stock, subject to applicable provisions of the Delaware General Corporation Law, or DGCL, or applicable stock exchange rules. Our initial stockholders, who will beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), may participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our initial stockholders, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of taxes payable), divided by the number of then outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their TABLE OF CONTENTS founder shares and any public shares held by them in connection with the completion of our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be disbursed by the trustee or released to us to pay amounts due to any public stockholders who properly exercise their redemption rights as described below under Proposed Business Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of this offering to complete our initial business combination. If we have not completed our initial business combination within such 24-month period or during any Extension Period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within such time period. TABLE OF CONTENTS Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period. However, if our initial stockholders acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time period. The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the trust account in the event we do not complete our initial business combination within the allotted time frame (including any Extension Period) and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. However, we will only redeem our public shares so long as (after such redemptions) our net tangible assets will be at least $5,000,001 (a) in the case of our initial business combination, either prior to or upon consummation of such initial business combination, after payment of the deferred underwriting commission or (b) in the case of an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, upon such amendment (in each case so that we do not then become subject to the SEC s penny stock rules). If this optional redemption right is being exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above) we would not proceed with the amendment or the related redemption of our public shares. TABLE OF CONTENTS Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by us to our sponsor, officers or directors, or our or any of their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for any out-of-pocket expenses related to our formation and initial public offering and identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. These payments may be funded using the net proceeds of this offering and the sale of the private placement warrants not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or our or any of their affiliates. Audit committee Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will have established and will maintain an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share or (2) such lesser amount per public TABLE OF CONTENTS share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes (less up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnification obligations. Given that our sponsor s only assets are securities of our company, our sponsor may not be able to satisfy those indemnification obligations. We have not asked our sponsor to reserve for such obligations. See Risk Factors Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders. Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision as to whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors in this prospectus, including, but not limited to the following: We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by Group Nine Media and our management team may not be indicative of future performance of an investment in us. Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of such business combination. If we seek stockholder approval of our initial business combination, our sponsor has agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. TABLE OF CONTENTS The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the novel coronavirus ( COVID-19 ) outbreak or any future pandemic and the status of debt and equity markets. As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their affiliates may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public float of our Class A common stock. If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss. NASDAQ may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. If third parties (including Code Advisors LLC in respect of its deferred initial underwriting commissions) bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share. Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their stock, and our warrants will expire worthless. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. TABLE OF CONTENTS We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers or directors which may raise potential conflicts of interest. If we combine with Group Nine Media concurrent with our initial business combination, we will become subject to risks affecting Group Nine Media's business. Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. November 13, 2020 Balance Sheet Data: Working capital (deficiency) $ (161,282) Total assets $ 210,000 Total liabilities $ 186,282 Stockholder s equity $ 23,718 If our initial business combination is not completed within 24 months from the closing of this offering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within such 24-month time period or during any Extension Period. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001832737_tishman_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001832737_tishman_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b32691e109401dbae857ffbe6dc8ccb36463e89c
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001832737_tishman_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, our, company or our company are to Tishman Speyer Innovation Corp. II, a Delaware corporation; common stock are to our Class A common stock and our Class B common stock; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; directors are to our directors and director nominees; founder shares are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination, or earlier at the option of the holder, as described herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors; public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public stockholder will only exist with respect to such public shares; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; sponsor is to Tishman Speyer Innovation Sponsor II, L.L.C., a Delaware limited liability company; and Tishman Speyer is to Tishman Speyer Properties, L.P., a New York limited partnership, and an affiliate of our sponsor. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JANUARY 26, 2021. PRELIMINARY PROSPECTUS Tishman Speyer Innovation Corp. II $250,000,000 25,000,000 Units Tishman Speyer Innovation Corp. II is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an acquisition opportunity in any industry or geographic region, we currently intend to focus on identifying businesses that can benefit from our sponsor s leading brand, operational expertise and global network in the real estate industry, including real estate adjacent businesses and technologies targeting the real estate space, which we refer to as Proptech businesses. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one-fifth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest (less amounts released to us to pay our taxes) divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we do not complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less amounts released to us to pay our taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Tishman Speyer Innovation Sponsor II, L.L.C., has committed to purchase an aggregate of up to 4,666,667 private placement warrants (or up to 5,166,667 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per warrant, or $7,000,000 in the aggregate (or $7,750,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our initial stockholders currently own an aggregate of 7,187,500 shares of Class B common stock (up to 937,500 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock at the time of the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to the adjustments described herein. Prior to our initial business combination, holders of our Class B common stock will have the right to elect all of our directors and may remove members of our board of directors for any reason. On any other matter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. Currently, there is no public market for our units, Class A common stock or warrants. We intend to apply to list our units on The Nasdaq Capital Market, or Nasdaq, under the symbol TSIBU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the shares of Class A common stock and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless BofA Securities, Inc. and Allen & Company LLC inform us of their decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols TSIB and TSIBW , respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 35 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions (1) $ 0.55 $ 13,750,000 Proceeds, before expenses, to us $ 9.45 $ 236,250,000 (1) $0.20 per unit, or $5,000,000 in the aggregate (or $5,750,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $8,750,000 in the aggregate (or up to $10,062,500 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters as deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $5,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $5,750,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. BofA Securities Allen & Company LLC , 2021. Table of Contents General We are a newly-organized blank check company incorporated on November 12, 2020 as a Delaware corporation. Our business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an acquisition opportunity in any industry or geographic region, we currently intend to focus on identifying businesses that can benefit from our sponsor s leading brand, operational expertise and global network in the real estate industry, including real estate adjacent businesses and technologies targeting the real estate space, which we refer to as Proptech businesses. We define Proptech businesses broadly as those applying innovative digital technologies and technology-enhanced services and solutions to the identification, design, development, construction, operation, underwriting, acquisition, leasing, financing, management and disposition of real estate properties. Leveraging our sponsor s deep and global real estate expertise and extensive network of relationships, we intend to identify innovative companies that have the potential to disrupt different aspects of the real estate industry or related industries and to transform how stakeholders relate to real estate in the future. These stakeholders include brokers, investors, lenders, operators, municipalities, service providers, owners, residents and tenants. Our sponsor and management team have a proven track record in identifying opportunities in the real estate industry that have generated attractive risk-adjusted returns. Tishman Speyer Our sponsor is an affiliate of Tishman Speyer Properties, L.P. ( Tishman Speyer ), a leading owner, developer, operator and investment manager of first-class real estate around the world. Through our affiliation with Tishman Speyer, we intend to capitalize on the abilities and reputation of the Tishman Speyer platform. With decades of collective experience at Tishman Speyer, we believe that the investment, operational, diligence and capital raising expertise of our management will make us an attractive partner to potential target businesses, enhance our ability to complete a successful initial business combination and add value to the combined company following our initial business combination. With global vision, on the ground expertise and a personalized approach, Tishman Speyer is focused on fostering innovation, offering new solutions and adapting to its customers needs. Through creative solutions such as Tishman Speyer s proprietary ZO. amenity program and Studio, Tishman Speyer s co-working platform, Tishman Speyer addresses the needs of the people in the buildings, not just the physical buildings. Founded in 1978, Tishman Speyer develops, builds and manages premier office, residential and retail spaces for industry-leading tenants in 28 key markets across the United States, Europe, Latin America and Asia. Tishman Speyer s sterling portfolio, built over the last 40 years across more than 300 individual investments, 12 value-add funds, six opportunistic funds, and two core funds, incorporates iconic projects such as Rockefeller Center in New York City, The Springs in Shanghai, TaunusTurm in Frankfurt, Lumi re in Paris, Torre Norte in S o Paulo and the Mission Rock neighborhood currently being realized in San Francisco. Across its portfolio, Tishman Speyer is at the forefront of technological innovation, with more than 1,200 employees worldwide, assets under management of $56.8 billion, and 82.7 million square feet under management across 121 assets as of September 30, 2020. In the Proptech space, Tishman Speyer has capitalized on its leading brand and comprehensive real estate expertise, with investments spanning a broad variety of opportunities, from early stage venture capital to later stage growth companies. Over the last three years, Tishman Speyer selectively invested in eleven tech-driven opportunities, creating additional value as a strategic partner where appropriate, following a process of identifying more than 1,000 potential targets, of which more than half were considered and more than 140 were carefully evaluated. For example, Tishman Speyer has brought the global reach and scale of its platform as a Table of Contents strategic partner to OpenSpace, an AI powered machine vision technology for construction sites, following its 2019 investment, assisting OpenSpace with product development, customer introductions, and geographic expansion within Tishman Speyer s international portfolio. In September 2020, an affiliate of Tishman Speyer founded TS Innovation Acquisitions Corp. ( TS Innovation Acquisitions ), a blank check company formed for substantially similar purposes as our company. TS Innovation Acquisitions completed its initial public offering in November 2020, generating aggregate proceeds of $300,000,000, and announced its initial business combination with Latch, Inc. at a post-money valuation of $1.56 billion on January 25, 2021. Each of our executive officers also serves as an executive officer and director of TS Innovation Acquisitions. We believe that the breadth of the Tishman Speyer platform and the collective expertise and experience of our management team will allow us to identify numerous potential acquisition targets. Our management team s multi-decade track record of successful investing activities gives us differentiated access and insights into a deep network of investors and potential acquisition target management teams worldwide, as well as a diversified portfolio of relationships including investment market participants, venture capital investors, investment banks, private equity firms, consultants, accounting firms and large business enterprises. We believe this network will be instrumental in obtaining access to investment opportunities, some of which we expect to be made available to us on a highly selective basis. Our Management Team Our management team will deploy a proactive, thematic sourcing strategy and we will focus our efforts on companies where we believe Tishman Speyer s differentiated industry network, brand and proprietary value-creation capabilities can be catalysts to enhance the growth potential and value of a target business and provide opportunities for an attractive return to our shareholders. Our management team is led by Robert J. Speyer, our Chief Executive Officer and Chairman, Paul A. Galiano, our Chief Operating Officer, Chief Financial Officer and Director and Jenny Wong, our Chief Investment Officer and Director. Robert J. Speyer, our Chief Executive Officer and Chairman, is a prominent leader in the real estate industry, with more than 25 years of real estate experience. Mr. Speyer serves as President and Chief Executive Officer of Tishman Speyer, a position he has held since 2008. Since assuming the role of Chief Executive Officer of Tishman Speyer, Mr. Speyer has grown Tishman Speyer into a leading global real estate investment management firm with assets under management of $56.8 billion as of September 30, 2020. Under his leadership, Tishman Speyer has delivered more than 61 million square feet of development and redevelopment across 28 key international markets and 121 investments and acquired an additional 24 million square feet of operating real estate assets across 25 investments, serving the needs of industry-leading tenants around the world. Mr. Speyer also serves as Chief Executive Officer and Chairman of TS Innovation Acquisitions, a position he has held since September 2020. Mr. Speyer also is the Chairman of the Advisory Board of the Mayor s Fund to Advance New York City, appointed by Mayor Bloomberg in 2006 and reappointed by Mayor de Blasio in 2014. In addition, Mr. Speyer is Founding Member and Co-Chairman of Breakthrough Properties, a joint-venture with Bellco Capital focused on life science real estate development and management. He is also a member of the Executive Committee of the Partnership for New York City. In 2013, Mr. Speyer became the youngest ever Chairman of the Real Estate Board of New York, the city s premier industry association, and served as Chairman for five years. Paul A. Galiano, our Chief Operating Officer, Chief Financial Officer and Director, has extensive experience in the real estate and general investment industry. Since 2000, Mr. Galiano has served as Senior Managing Director at Tishman Speyer and is jointly responsible for supervising and coordinating the firm s U.S. acquisitions, global debt and equity capital as well as its joint-venture programs. He is a member of Tishman Table of Contents Speyer s global Investment Committee. Mr. Galiano served as Tishman Speyer s Chief Financial Officer from 2000 to 2006, responsible for Tishman Speyer s worldwide financial activities, and previously held the position of Treasurer, having begun his tenure working on tax strategies. Mr. Galiano also serves as Chief Operating Officer, Chief Financial Officer and Director of TS Innovation Acquisitions, a position he has held since September 2020. Prior to joining Tishman Speyer in 1993, Mr. Galiano was with Arthur Andersen & Co. for seven years, where he specialized in real estate taxation. He is a member of the Urban Land Institute. Jenny Wong, our Chief Investment Officer and Director, has extensive industry experience with a strong focus on Proptech opportunities. Since 2015, Ms. Wong has served as Managing Director, Innovation, at Tishman Speyer. She leads Tishman Speyer s innovation platform and the firm s Proptech Venture investment activities, and manages innovation and new business initiatives. In her role at Tishman Speyer, Ms. Wong acted as the development lead on MIRA, a condominium development in San Francisco, and led Northern California asset management. Ms. Wong also serves as Chief Investment Officer and Director of TS Innovation Acquisitions, a position she has held since September 2020. In addition to her work with Tishman Speyer, Ms. Wong is a frequent speaker at numerous conferences on the impact of Proptech in real estate. Prior to joining Tishman Speyer, Ms. Wong was a consultant for McKinsey & Company in New York. She is a member of the Urban Land Institute s Innovation Council, and currently serves as a member of the Customer Advisory Board of Juniper Square, a leading real estate investment management software firm. As demonstrated in connection with TS Innovation Acquisitions announced transaction with Latch, Inc., we believe that our management team is well positioned to identify attractive business combination opportunities during a time of compelling industry and economic transformation. With respect to the above, past experience or performance of our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates, or businesses associated with them, as indicative of future performance. Our management team and their respective affiliates, or businesses associated with them, have been involved in investments in a number of companies and real estate assets, not all of which have achieved similar performance levels. See Risk Factors Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. For a complete list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. In addition to the above, our officers and directors are not required to commit any specific amount of time to our affairs, and, accordingly will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations. Business Opportunity While we may pursue an acquisition opportunity in any industry or geographic region, we currently intend to focus our search on identifying businesses that can benefit from our leading brand, operational expertise, and global network in the real estate industry, including real estate adjacent Proptech businesses. Proptech is a rapidly expanding market across all verticals of the real estate industry and those adjacent industries that focus on the built environment. We believe the Proptech market is attractive for a number of reasons: Large Addressable Market. Real estate investment represents a significant segment of the global economy. Global real estate was worth over $280 trillion (by asset value), larger than equity, debt, or gold (combined), and more than 3.5 times the total global gross domestic product in 2017, according to Savills Inc. According to Forbes, real estate contributed $3.5 trillion to the U.S. gross domestic product in 2018. Within the real estate industry, Proptech businesses have a large addressable market targeting landlords, tenants, developers, operators, managers, brokers, investors, lenders, architects, engineers, and general contractors. We believe the Table of Contents acquisition of one or more Proptech businesses can serve as a platform for expansion, both organically and through further acquisitions. Innovative Technology Trends. Real estate has traditionally been a human capital and resource-intensive sector, but technology has become a strategic imperative as owners seek ways to increase the efficiency of their assets. We believe new technologies that create efficiencies in the value chain will reduce transaction costs and improve information flow. Innovation is being driven by increased rates of technology adoption, provided by both incumbent firms and disruptive new entrants that are building vertical solutions and new consumer-facing technologies for the real estate industry. Examples of innovative technology trends driving technological transformation in the real estate sector include: artificial intelligence and machine learning, data and analytics, cloud technologies, the Internet of Things, virtual and augmented reality, financial and mortgage technologies, 5G, automation and robotics, 3D printing, and modular construction. Digital transformation has also enabled new business models including iBuying, co-working, flexible warehousing, and crowdfunding. Accelerating Market Growth. Over the last two decades, Proptech has evolved from tools and platforms that facilitated enhanced information transparency to more robust and innovative technologies that can drive meaningful operational efficiencies and safety enhancements. The total global investment in Proptech businesses has grown at a pace substantially above the rate of inflation in the recent past, with approximately $66 billion invested in Proptech since 2010, of which approximately $63 billion has been invested since 2015 and approximately $43 billion since 2018 as of December 31, 2019. We expect this growth to continue over the years to come, given the increased rates of technology adoption we are seeing in the real estate industry. Broad Universe of Potential Targets. We currently intend to focus our investment effort broadly across Proptech businesses, although we may pursue an acquisition opportunity in any industry or geographic region. We believe that our investment and operating expertise in the real estate industry and across multiple asset classes and geographies will offer us a large, addressable universe of potential targets. The diversity of the target universe and the number of largely uncorrelated sub-sectors maximizes the likelihood that our management team will identify and execute an attractive transaction. Investment Thesis and Strategy Our business strategy is to identify and complete our initial business combination with a company that complements the experience of our management team and that can benefit from their and our sponsor s operational expertise. Our selection process will leverage our management teams broad and deep relationship network, unique industry experiences and proven deal sourcing capabilities to access a broad spectrum of differentiated opportunities. The businesses we seek to acquire offer innovative software, hardware, products, operations or services that are technologically equipped to improve property ownership; property financing; property transactions; property valuation; property operations; property management; leasing; property insurance; real estate asset management and investment management; and design, construction and development. Our management team will seek to leverage their access to proprietary deal flow, sourcing capabilities and network of industry contacts to generate business combination opportunities. Consistent with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective targets. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. Property Technology. We will seek to focus our search on identifying transformative, technology-driven businesses targeting the real estate sector that can benefit from the leading brand, operational expertise and global network of our sponsor and management team in the real estate industry. Our Table of Contents management team has developed significant experience at Tishman Speyer in evaluating transaction candidates across many stages of the real estate investment and business life cycles, and we will seek to capitalize on that multifaceted expertise in sourcing and assessing potential business combination targets. Value Creation. We intend to focus our efforts on identifying one or more later-stage businesses that we believe have significant potential for attractive risk-adjusted returns for shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks. Growth Potential. We will seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of organic growth, potential to leverage competitive advantages and innovation through our expertise and scale as a vertically integrated real estate platform. Benefit From Tishman Speyer s Strategic Partnership. We intend to acquire one or more businesses that we believe will benefit from Tishman Speyer s differentiated industry network, brand and proprietary value-creation capabilities in order to improve financial performance and business planning. Competitive Position. We will seek to acquire one or more businesses that demonstrate advantages when compared to their competitors, including the potential to disrupt the market through technology driven transformation, defensible proprietary technology, strong adoption rates, and low or manageable risks of technological obsolescence. Management Team. We will seek to invest in one or more businesses that have proven management teams with a compelling strategy of selling their product and recruiting talent. Benefit from Being a Public Company. We intend to invest in one or more businesses that will benefit from being publicly listed and can effectively utilize the broader access to capital and the public profile to grow and accelerate shareholder value creation. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the Securities and Exchange Commission (the SEC ). Competitive Advantages We believe we are well positioned in the market due to our management s extensive expertise, credentials and relationships with respect to real estate and technology companies. We intend to capitalize on the following competitive advantages in our pursuit of a target business: Proactive and Proprietary Transaction Sourcing. We believe that our management team s market reputation, proactive approach to sourcing transactions, and extensive network of relationships will provide proprietary investment opportunities. In identifying investment opportunities, Tishman Speyer s global platform Table of Contents is expected to offer us a significant differentiation relative to competitors and is expected to provide us with key structural and operational advantages, including the ability to deeply evaluate target businesses and help them scale. Within targeted sub-sectors, our management team analyzes current trends, develops investment theses and creates strategies for originating and evaluating investment opportunities. This research-oriented, data-intensive process allows us to proactively identify trends, find opportunities and execute transactions ahead of potential competitors. Execution and Structuring Capability. We believe our management team is well positioned to source and complete transactions possessing structural attributes that create an attractive investment thesis. These types of transactions typically require creativity, industry knowledge, rigorous due diligence, and extensive negotiation and documentation. At Tishman Speyer, our management team has built a proven track record, reputation and industry expertise by leading Tishman Speyer s operations in the Proptech space, spanning a broad variety of opportunities, from early stage venture capital to later stage growth companies. Over the last three years, Tishman Speyer selectively invested in eleven tech-driven opportunities, creating additional value as a strategic partner where appropriate, following a process of identifying more than 1,000 potential targets, of which more than half were considered and more than 140 were carefully evaluated. Building on these relationships, we believe our management team is able to generate opportunities that have attractive risk/reward profiles based on their valuations, structural characteristics and growth potential. Broad and Extensive Experience. Our management team boasts decades of combined operating, investing and financing experience across many global capital and property markets. We believe that this versatility of experience and complementary skills will allow us to identify companies that could make successful public market candidates and prepare them to make the transition to strong publicly-traded companies. Significant Value-Add Capability. The sector expertise and broad network of our management team and our relationship with Tishman Speyer is expected to allow us to provide additional value after consummation of an initial transaction as a strategic partner. We anticipate that our management team will be involved with a target company in a number of capacities, including: (i) assisting in setting strategic direction and priorities; (ii) designing specific performance improvement projects; (iii) advising on acquisition and financing transactions; (iv) contributing market information; and (v) developing a targeted investor relations program. Furthermore, our management team is also experienced in navigating complex regulatory issues that many Proptech businesses manage over time. Our management believes that its ability to identify and implement value creation initiatives has been an essential driver of past performance and will remain central to its acquisition strategy. For example, Tishman Speyer has brought the global reach and scale of its platform as a strategic partner to OpenSpace, an AI powered machine vision technology for construction sites, following its 2019 investment, assisting OpenSpace with product development, customer introductions, and geographic expansion within Tishman Speyer s international portfolio. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination and that any such business combination be approved by a majority of our independent directors. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less Table of Contents familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We may pursue an initial business combination opportunity jointly with the corporate parent of our sponsor, Tishman Speyer Innovation Sponsor II, L.L.C., or one or more of its affiliates, which may include Tishman Speyer or one or more of its affiliates. We refer to such an initial business combination opportunity as an Affiliated Joint Acquisition. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. Any such issuance of equity or equity-linked securities would, on a fully diluted basis, reduce the percentage ownership of our then-existing stockholders. Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B common stock, issuances or deemed issuances of Class A common stock or equity-linked securities would result in an adjustment to the ratio at which shares of Class B common stock shall convert into shares of Class A common stock such that our initial stockholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all shares of common stock outstanding upon completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination), unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. No such entity has an obligation to make any such investment, and may compete with us for potential business combinations. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, including an Affiliated Joint Acquisition, as described above. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. On or about the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Table of Contents Sourcing of Potential Acquisitions We believe that the network of contacts and relationships of our management team will provide us with an important source of acquisition opportunities. In addition, we anticipate that potential targets will be brought to our attention from various unaffiliated sources, including investment market participants, venture capital investors, investment banks, private equity firms, consultants, accounting firms and large business enterprises. In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with management and employees, diligence from a customer and product standpoint, as well as a review of financial, operational, legal and other information which will be made available to us. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, our board of directors, or a committee of independent directors, would take appropriate steps to mitigate any perceived conflict of interest including possibly obtaining an opinion from an independent investment banking firm or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view. Members of our management team may directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities, including Tishman Speyer and its affiliates, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. No members of our management team have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member solely in his or her capacity as a director or officer of the company. Our management in their capacities as employees of the sponsor or in their other endeavors, may be required to present potential business combinations to other entities, before they present such opportunities to the company. In addition, we may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as our director or officer and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. In addition, each of our executive officers also serves as an executive officer and director of TS Innovation Acquisitions, a blank check company formed for substantially similar purposes as our company, and our sponsor, officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. We do not believe, however, that the fiduciary duties or Table of Contents contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Corporate Information Our executive offices are located at Rockefeller Center, 45 Rockefeller Plaza, New York, New York 10111, and our telephone number is (212) 715-0300. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700,000,000 as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700,000,000 as of the prior June 30. Table of Contents The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 25,000,000 units (up to 28,750,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-fifth of one redeemable warrant. Proposed Nasdaq symbols Units: TSIBU Class A common stock: TSIB Warrants: TSIBW Trading commencement and separation of shares of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless BofA Securities, Inc. and Allen & Company LLC inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this Table of Contents offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 25,000,000 (1) Common Stock: Number issued and outstanding before this offering 7,187,500 (2) (3) Number issued and outstanding after this offering 31,250,000 (1) (3) (4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,666,667 (1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 9,666,667 (1) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one fifth of one warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar special purpose (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 937,500 founder shares by our sponsor for no consideration. (2) Includes up to 937,500 founder shares that will be forfeited by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock at the time of the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 25,000,000 public shares and 6,250,000 founder shares. Table of Contents acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price, which we refer to as the Newly Issued Price, to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 10 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price (see Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 and Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ), and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price (see Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ). Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus Table of Contents relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption, see Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC and maintain in effect a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Table of Contents Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, we may call the warrants for redemption (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption to each warrant holder, which we refer to as the 30-day redemption period; and if, and only if, the last reported sale price (the closing price ) of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, we may call the warrants for redemption: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares to be determined by reference to the table set forth under Description of Securities Redeemable Warrants Public Stockholders Warrants based on the redemption date and the fair market value of our Table of Contents Class A common stock (as defined below) except as otherwise described in Description of Securities Redeemable Warrants Public Stockholders Warrants ; if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants as described above. The fair market value of our Class A common stock for the above purpose shall mean the volume weighted average price of our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities Redeemable Warrants Public Stockholders Warrants for additional information. Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination. Founder shares On November 18, 2020, our sponsor purchased an aggregate of 8,625,000 founder shares for $25,000. On November 24, 2020, our sponsor forfeited 5,750,000 founder shares. On January 22, 2021, we effected a 2.5-for-1 Class B common stock split resulting in our Table of Contents sponsor owning 7,187,500 founder shares; our sponsor then transferred 30,000 founder shares to each of Joshua Kazam, Jennifer Rubio, Ned Segal and Michelangelo Volpi, our independent director nominees, in each case for approximately the same per-share price initially paid by our sponsor, resulting in our sponsor owning 7,067,500 founder shares. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 28,750,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares of our common stock after this offering. Up to 937,500 of the founder shares will be forfeited depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial stockholders, on an as-converted basis, at 20% of our issued and outstanding common stock upon the consummation of this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the Class B common stock have the right to vote on the election of directors and holders of a majority of the outstanding shares of our Class B common stock may remove members of our board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; our sponsor, officers and directors have entered into a letter agreement with us pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not Table of Contents consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our founder shares, we would need 9,375,001, or 37.5% (assuming all outstanding shares are voted and the over-allotment option is not exercised) or 1,562,500, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; and the founder shares are automatically convertible into our Class A common stock at the time of the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Transfer restrictions on founder shares Our initial stockholders, including our sponsor, have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants. Subject to certain limited exceptions, any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders, including our sponsor, with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any Table of Contents 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights The founder shares will automatically convert into shares of Class A common stock at the time of the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Election and removal of directors; voting rights Prior to our initial business combination, only holders of our Class B common stock will have the right to vote on the election of directors. Holders of the Class A common stock will not be entitled to vote on the election of directors during such time. In addition, prior to our initial business combination, holders of a majority of the outstanding shares of our Class B common stock may remove a member of our board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of a majority of at least 90% of the outstanding shares of our common stock voting at a stockholder meeting. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by applicable law or stock exchange rule, holders of our Class A common stock and holders of our Class B common stock will vote together as a single class, with each share entitling the holder to one vote. Table of Contents Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase up to an aggregate of 4,666,667 private placement warrants (or up to 5,166,667 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per warrant, or $7,000,000 in the aggregate (or $7,750,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $250,000,000 (or $287,500,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private placement warrants (i) will not be redeemable by us (except as described above under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ), (ii) may not (including the shares of Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the private placement warrants are held by holders other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the sponsor exercise fair market value (defined below) over the exercise price of the warrants by (y) the sponsor Table of Contents exercise fair market value. The sponsor exercise fair market value shall mean the average reported closing price of the shares of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $5,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $5,750,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $8,750,000 (or up to $10,062,500 if the underwriters over- allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest (less amounts released to us to pay our taxes), the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Table of Contents Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $250,000 per year, assuming an interest rate of 0.1% per year; however we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.50 per warrant, at the option of the lender. Conditions to completing our initial business combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination and that any such business combination be approved by a majority of our independent directors. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or a valuation or appraisal firm. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a Table of Contents significant amount of uncertainty as to the value of the target s assets or prospects. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, including, but not limited to, an Affiliated Joint Acquisition. However, we will only complete our initial business combination if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post- transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock or shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our sponsor, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or Table of Contents intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted purchases of our securities for a description of how our sponsor, directors, officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest (less amounts released to us to pay our taxes), divided by the number of then outstanding Table of Contents public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. The redemption rights will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Our sponsor, officers and directors have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption rights with respect to any founder shares they hold and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transaction in which we issue more than 20% of our outstanding Class A common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq s stockholder approval rules. The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and Table of Contents file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Shares of our common stock held by our sponsor, officers and directors will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our founder shares, we would need only 9,375,001, or 37.5% (assuming all outstanding shares are voted and the over-allotment option is not exercised) or 1,562,500, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. These quorum and voting thresholds, and the voting agreements of our sponsor, officers and directors may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which will contain substantially the same financial and other information about our initial business combination and the redemption rights as is required pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and Table of Contents we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be Table of Contents required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we will not restrict our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Table of Contents Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation will provide that we will have only 24 months from the closing of this offering to complete our initial business combination. If we do not complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less amounts released to us to pay our taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Our sponsor, officers and directors have entered into a letter agreement with us pursuant to which they have agreed to waive their Table of Contents rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our sponsor, officers or directors acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less amounts released to us to pay our taxes), divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A under the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Table of Contents Payment for office space, secretarial and administrative services provided to us by our sponsor, in the amount of $10,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering held outside the trust account or from loans made to us by our sponsor or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest Each of our officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including Tishman Speyer and its affiliates, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and may only decide to present it to us if such entity rejects the opportunity and consummating the same would not violate any restrictive covenants to which such officers and directors are subject. In addition, each of our executive officers also serves as an executive officer and director of TS Innovation Acquisitions, a blank check Table of Contents company formed for substantially similar purposes as our company, and our sponsor, officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Notwithstanding the foregoing, we may, at our option, pursue an Affiliated Joint Acquisition opportunity with an entity affiliated with one or more of our officers or directors, including Tishman Speyer and its affiliates. Such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity. RISKS We are a blank check company that has conducted no operations and has generated no revenues to date. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus, which include, but are not limited to, the following: We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Our search for a business combination may be materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets. Certain requirements and terms of this offering and our securities may make it difficult for us to enter into our initial business combination with a target or may not allow us to consummate the most desirable business combination or optimize our capital structure. Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, and your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. We may not be able to consummate our initial business combination within the required time period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. Table of Contents We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments, including our warrant agreement, in a manner that will make it easier for us to complete our initial business combination that some of our stockholders or warrant holders may not support. If third parties bring claims against us or in certain other circumstances, such as a bankruptcy, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share. You will not have any rights or interests in funds from the trust account, except under certain circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, potentially at a loss. Members of our management team and their respective affiliates may have conflicts of interests that could, as applicable, affect the amount of time allocated to our company, impact the business opportunities presented to us, or raise competitive financial interests or affiliations with one or more of target businesses. Past performance by our management team on whom we are dependent, may not be indicative of future performance of an investment in us or the returns we will, or are likely to, generate going forward. Management s flexibility in identifying and selecting a prospective acquisition target, along with our management s financial interest in consummating our initial business combination, may lead management to enter into an acquisition agreement that is not in the best interest of our stockholders. Our initial stockholders will control the election of our board of directors until consummation of our initial business combination and will hold a substantial interest in our common stock. As a result, they will exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support. We may issue additional shares of our Class A common stock or preferred stock or incur substantial debt in connection with our initial business combination, which could dilute your interests, adversely affect our financial condition and thus negatively impact the value of our stockholders investment in us. Holders of warrants will not participate in liquidating distributions if we do not complete an initial business combination within the required time period, and the warrants will expire worthless. We are not registering the Class A common stock issuable upon exercise of warrants under the Securities Act at this time, and a registration may not be in place when you desire to exercise warrants, thus precluding you from being able to exercise your warrants except on a cashless basis and potentially causing your warrants to expire worthless. We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to holders. There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities. Table of Contents If we acquire a company servicing the real estate industry and those adjacent industries that focus on the built environment by providing Proptech solutions, our future operations will be subject to risks associated with this sector. We may seek business combination opportunities in industries outside of the Proptech space, which may or may not be outside of our management s area of expertise. SUMMARY FINANCIAL DATA The following table summarizes the relevant financial data for our business and should be read together with our financial statements, which are included elsewhere in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. Balance Sheet Data: December 31, 2020 Working capital (deficiency) $ (204,023 ) Total assets $ 230,000 Total liabilities $ 205,998 Stockholder s equity $ 24,002 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001833235_property_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001833235_property_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8e63ee909d231b0815d386f2367fe74b33b07167
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001833235_property_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: Affiliated Joint Acquisition means an initial business combination opportunity we pursue jointly with our sponsor, officers, directors or one or more of their respective affiliates and/or investors; common stock are to our shares of Class A common stock and our shares of Class B common stock; EarlyBirdCapital are to EarlyBirdCapital, Inc., the representative of the underwriters in this offering; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A common stock issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of such securities; founder shares are to 7,187,500 shares of our Class B common stock initially issued to our sponsor in a private placement prior to this offering, 45,000 shares of which were transferred to our independent directors on February 18, 2021, as well as the Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination (for the avoidance of doubt, such shares of Class B common stock will not be public shares ); founders are to Jordan Vogel and Aaron Feldman, our co-Chief Executive officers and directors; management or our management team are to our executive officers and directors; private placement shares are to the shares of Class A common stock sold as part of the private placement units, which private placement shares are identical to the shares of Class A common stock sold in this offering, subject to certain limited exceptions as described in this prospectus, including, without limitation, that such private placement shares are non-redeemable; private placement units are to the units to be issued to our sponsor and EarlyBirdCapital in private placements simultaneously with the closing of this offering, which private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus; private placement warrants are to the warrants sold as part of the private placement units and upon conversion of working capital loans, if any; public shares are to our shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); representative shares are to the 250,000 shares of our Class A common stock that we issued to EarlyBirdCapital and its designees in February 2021; sponsor are to Property Solutions Acquisition Sponsor II, LLC, a Delaware limited liability company affiliated with our management team members; stockholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a stockholder will only exist with respect to such public shares; and we, us, company , our company or Property Solutions are to Property Solutions Acquisition Corp. II, a Delaware corporation. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED FEBRUARY 26, 2021 PRELIMINARY PROSPECTUS $250,000,000 Property Solutions Acquisition Corp. II 25,000,000 Units Property Solutions Acquisition Corp. II is a newly organized blank check company incorporated in Delaware and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is the initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unable to consummate an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Property Solutions Acquisition Sponsor II, LLC, has agreed to purchase 580,000 units (or 636,250 units if the underwriters over-allotment option is exercised in full) at a price of $10.00 per unit, for an aggregate purchase price of $5,800,000 (or $6,362,500 if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. In addition, EarlyBirdCapital, Inc., the representative of the underwriters in this offering, has agreed to purchase 125,000 units at a price of $10.00 per unit (or 143,750 units if the underwriters over-allotment option is exercised in full), for an aggregate purchase price of $1,250,000 (or $1,437,500 if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each private placement unit is identical to the public units sold in this offering, subject to certain limited exceptions as described in this prospectus. The private placement shares included in the private placement units will be non-redeemable. Our sponsor currently owns 7,142,500 shares of Class B common stock (up to 937,500 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to the adjustments as described herein. Currently, there is no public market for our securities. We intend to apply to have our units listed on The Nasdaq Capital Market, or Nasdaq, under the symbol PSAGU on or promptly after the date of this TABLE OF CONTENTS Unless we tell you otherwise, the information in this prospectus assumes (i) that the underwriters will not exercise their over-allotment option to purchase additional units and (ii) the forfeiture by our sponsor of 937,500 founder shares. General We are a newly organized blank check company formed under the laws of the State of Delaware on October 29, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to seek to acquire businesses that service the real estate industry. Our target companies will range from real estate service companies to property technology, or PropTech, companies. Real estate service companies include property management companies, real estate service providers, mortgage brokerage companies, real estate investments sales companies, title agencies and any other company that has its core business servicing the real estate industry. PropTech companies include companies that offer innovative software, hardware, products, operations or services that are technologically equipped to improve property ownership, financing, valuation, operations, management, leasing, property insurance, asset and investment management, design, construction and development. We will seek to acquire established businesses of scale that we believe are poised for continued growth with capable management teams and proven unit economics, but potentially in need of financial, operational, strategic or managerial enhancement to maximize value. Experienced Management Team with Deal Sourcing Network Our management team is led by co-Chief Executive Officers Jordan Vogel and Aaron Feldman. With a combined 36 years of real estate experience, Messrs. Vogel and Feldman bring a unique track record, entrepreneurial success, long-standing relationships and deep expertise that is suited to take advantage of the growing set of acquisition opportunities in the global real estate services and technology space and to create shareholder value. Messrs. Vogel and Feldman have served as the Co-Managing Partners of Benchmark Real Estate Group, LLC, a vertically integrated Real Estate Private Equity investment firm, since its founding in 2009. The firm focuses on the acquisition and management of multifamily and commercial office assets, primarily in New York City. Together, Messrs. Vogel and Feldman have been responsible for acquiring, executing and managing real estate assets in the U.S. totaling over $1 billion of net asset value. Additionally, they have executed over $400.0 million of equity commitments to U.S. real estate acquisitions, requiring extensive due diligence, all of which have been operated and managed by the firm. Over the years, they have developed strong relationships with numerous property service providers and have evaluated numerous property technologies in an effort to enhance the quality of their own portfolio, all with a keen understanding of Millennial and Generation Z consumption habits. Over the years, Messrs. Vogel and Feldman have assembled a global group of influential investors, service providers and contemporaries, creating a network of relationships with major global real estate industry participants with the potential to source target businesses for an initial business combination. Messrs. Vogel and Feldman are also principals of Property Solutions Acquisition Corp. ( Property Solutions Acquisition Corp. I ), a blank check Delaware company recently formed for the purpose of effecting its own initial business combination. Messrs. Vogel and Feldman serve as co-chief executive officers of Property Solutions Acquisition Corp. I, and each of our other directors is a director of Property Solutions Acquisition Corp. I and owe fiduciary duties under Delaware law to Property Solutions Acquisition Corp. I. In January 2021, Property Solutions Acquisition Corp. I entered into a business combination agreement to merge with Faraday Future in a transaction initially valued at approximately $3.4 billion (assuming a $10.00 stock price for Property Solutions Acquisition Corp. I). Faraday Future is a global shared TABLE OF CONTENTS prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the shares of Class A common stock and warrants comprising the units to begin separate trading on Nasdaq under the symbols PSAG and PSAGW, respectively, on the 90th day following the date of this prospectus unless EarlyBirdCapital, Inc. informs us of its decision to allow earlier separate trading and we have satisfied certain conditions. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 30 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PER UNIT TOTAL Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1)(2) $ 0.55 $ 13,750,000 Proceeds, before expenses, to us $ 9.45 $ 236,250,000 (1) Includes (i) $0.20 per unit, or $5,000,000 in the aggregate (or $5,750,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable upon the closing of this offering and (ii) $0.35 per unit, or $8,750,000 in the aggregate (or $10,062,500 in the aggregate if the underwriters over-allotment option is exercised in full), payable to EarlyBirdCapital for deferred underwriting commissions, which will be placed in our trust account described below and released to EarlyBirdCapital only upon the consummation of an initial business combination. See also Underwriting beginning on page 130 for a description of compensation and other items of value payable to the underwriters. (2) The underwriters have received and will receive compensation in addition to the underwriting discounts and commissions, including 250,000 shares of Class A common stock, which we refer to herein as the representative shares. See Underwriting for further information relating to the underwriting compensation we will pay in this offering. Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $250,000,000, or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager EarlyBirdCapital, Inc. , 2021 TABLE OF CONTENTS intelligent mobility ecosystem company. In connection with the merger, Property Solutions Acquisition Corp. I. received commitments from certain qualified institutional buyers and accredited investors to purchase an aggregate of 77,500,000 shares of common stock of Property Solutions Acquisition Corp. I for a purchase price of $10.00 per share, or an aggregate of approximately $775 million, in a private placement. Certain anchor investors, which include leading institutional shareholders from the U.S. and Europe, a Top 3 Chinese OEM, and a Tier-1 city in China, subscribed for 17,500,000 shares (or approximately $175 million in proceeds) in the private placement. Upon completion of the transaction, it is expected that the common stock of the combined company, Faraday Future, will be listed on Nasdaq under the symbol FFIE. Jordan Vogel, our co-Chief Executive Officer, is expected to serve on the board of Faraday Future, after the consummation of the proposed business combination, which is expected to close in the second quarter of 2021. Our management teams contacts and relationships spread across both the real estate services and the property technology landscape, providing superior access to our company. With regard to real estate services, our network includes best-in-class owners, operators, developers, tenants, lenders, brokers and advisors. With regard to PropTech, our network includes partners at PropTech venture capital funds, founders of technology enabled service providers, and real estate technology entrepreneurs. We intend to leverage this network to gain access to attractive target businesses for Property Solutions. In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including real estate market participants, real estate private equity and generalist venture capital groups, investment banking firms, consultants, legal and accounting firms and large business enterprises. Upon completion of this offering, members of our management team will communicate actively with our networks of relationships to articulate parameters for a potential business combination target. We have a highly accomplished and engaged team of independent directors who are highly experienced in public company governance, executive leadership, operations oversight and capital markets. Our board members have served as directors, officers, partners, executives and advisors for publicly-listed and privately-owned companies and private equity and venture capital firms. Our directors have extensive experience with acquisitions, divestitures and corporate strategy and possess relevant domain expertise in the sectors where we expect to source business combination targets. We believe their collective expertise, contacts and relationships make us a highly desirable merger partner. Past performance of our management team is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of the success with respect to any business combination we may consummate. You should not rely on the historical performance record of our management team as indicative of our future performance. Additionally, in the course of their respective careers, members of our management team have been involved in businesses and deals that were unsuccessful. Our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities including, without limitation, Property Solutions Acquisition Corp. I. For a list of our officers and directors and entities for which a conflict of interest may or does exist between such persons and the company, as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under Management Conflicts of Interest . Initial Business Combination Nasdaq rules and our certificate of incorporation require that we complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. We refer to this as the 80% fair market value test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. TABLE OF CONTENTS We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our sponsor, founders, officers, directors or their affiliates. In the event we seek to complete our initial business combination with a company that is affiliated with any of the foregoing, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination or transaction is fair to our company from a financial point of view. Members of our board of directors will directly or indirectly own founder shares and private placement units following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. We have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to select or locate any such acquisition candidate. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. TABLE OF CONTENTS Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including Property Solutions Acquisition Corp. I and any future special purpose acquisition companies, pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity (including, without limitation, Property Solutions Acquisition Corp. I and any future special purpose acquisition companies ), he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Property Solutions Acquisition Corp. I has entered into a business combination agreement to merge with Faraday Future. Upon completion of the transaction, Jordan Vogel is expected to serve on the board of the post-business combination company. It is currently expected that the business combination will be consummated in the second quarter of 2021. In addition, we may, at our option, pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. In addition, our founders, officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Any past experience and performance of our management team is not a guarantee either: (1) that we will be able to identify a suitable candidate for our initial business combination; or (2) of the success with respect to any initial business combination we may consummate. You should not rely on the historical record of our management team s performance as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. Corporate Information Our executive offices are located at 654 Madison Avenue, Suite 1009, New York, New York 10065. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means TABLE OF CONTENTS the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. TABLE OF CONTENTS THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 25,000,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-fourth of one redeemable warrant. Proposed Nasdaq symbols Units: PSAGU Class A common stock: PSAG Warrants: PSAGW Trading commencement and separation of shares of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 90th day following the date of this prospectus unless EarlyBirdCapital, Inc. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the shares of Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the shares of Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. TABLE OF CONTENTS Units: Number outstanding before this offering 0 Number outstanding after this offering 25,705,000(1)(2) Common stock: Number outstanding before this offering 6,500,000(1)(3) Number outstanding after this offering 32,205,000(1)(3)(4) Warrants: Number outstanding before this offering 0 Number outstanding after this offering and the sale of private placement units 6,426,250(1)(5) (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 937,500 founder shares by our sponsor for no consideration. (2) Comprised of 25,000,000 units sold in this offering and 705,000 private placement units to be sold in the private placement. (3) Includes 250,000 representative shares and 6,250,000 founder shares, which shares will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated certificate of incorporation. (4) Assumes no exercise of the underwriters over-allotment option and includes 25,000,000 public shares, 705,000 shares underlying the private placement units, 250,000 representative shares and 6,250,000 founder shares, and excludes an aggregate of 937,500 founder shares that will be forfeited if the underwriters over-allotment option is not exercised in full. (5) Includes 6,250,000 public warrants included in the units sold in this offering and 176,250 private placement warrants underlying the private placement units to be sold in the private placement. Exercisability Each whole warrant sold in this offering is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-fourth of one warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of Class A common TABLE OF CONTENTS stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of warrants for cash will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable 30 days after the completion of our initial business combination; provided that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis TABLE OF CONTENTS in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination as described elsewhere in this prospectus) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants for cash unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our TABLE OF CONTENTS redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. None of the private placement warrants will be redeemable by us for cash so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Commencing ninety days after the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at a price of $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to the table set forth under Description of Securities Warrants Public Stockholders Warrants based on the redemption date and the fair market value of our shares of Class A common stock (as defined below) except as otherwise described in Description of Securities Warrants Public Stockholders Warrants ; provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, we shall redeem such warrants for $0.10 per share; and if, and only if, the last reported sale price of our shares of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; if, and only if, the private placement warrants are also called for redemption at the same price (equal to a number of shares of Class A common stock) as the outstanding public warrants, as described above; and if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. The fair market value of our shares of Class A common stock shall mean the average last reported sale price of our shares of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be TABLE OF CONTENTS entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Stockholders Warrants for additional information. Pursuant to the warrant agreement, references above to shares of Class A common stock shall include a security other than Class A common stock into which the shares of Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination. Cashless exercise If we call the warrants for redemption when the price per share of Class A common stock equals or exceeds $18.00 as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of our shares of Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value will mean the average reported closing price of the shares of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see Description of Securities Warrants Public Stockholders Warrants for additional information. Founder shares On November 10, 2020, we issued to our sponsor 5,750,000 shares of our common stock to our sponsor in exchange for a capital contribution of $25,000, or approximately $0.0043 per share. On February 4, 2021, we effectuated a 1:1.25 stock split of our common stock which resulted in 5,750,000 shares of our common stock being converted into 7,187,500 shares of our Class B common stock. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. On February 18, 2021, our sponsor transferred 15,000 shares of Class B common stock to each of our independent directors. These 45,000 shares will not be subject to forfeiture in the event the underwriters over-allotment option is not exercised. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. TABLE OF CONTENTS If we increase or decrease the size of this offering pursuant to Rule 462(b) under the Securities Act, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our shares of Class B common stock immediately prior to the consummation of this offering in such amount as to maintain the ownership of our sponsor (and its permitted transferees), on an as-converted basis, at 20% of our issued and outstanding shares of Class A common stock upon the consummation of this offering (excluding the private placement shares underlying the private placement units and the representative shares). Up to 937,500 of the founder shares held by our sponsor will be forfeited depending on the extent to which the underwriters over-allotment option is not exercised. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and our directors and executive officers have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and (ii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor and our directors and executive officers have also agreed (A) that they will not propose any amendment to our amended and restated certificate of incorporation that would modify the substance or timing of our obligation to provide redemption rights as described in this prospectus or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares and (B) to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. However, if our sponsor, directors or executive officers acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. If we submit our initial business combination to our public stockholders for a vote, our sponsor and our directors and executive officers have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. The holders of the representative shares have also agreed to vote such shares in favor of such proposed business combination. As a result, in addition to our founder shares TABLE OF CONTENTS and representative shares, we would need 8,897,501, or approximately 35.59%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). The other members of our management team have entered into agreements similar to the one entered into by our sponsor with respect to any public shares acquired by them in or after this offering: the founder shares are entitled to registration rights; and the founder shares will be automatically convertible into our shares of Class A common stock at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated certificate of incorporation. Representative shares In February 2021, we issued to EarlyBirdCapital and its designees the 250,000 representative shares. The representative shares are entitled to registration rights. The holders of the representative shares have agreed to waive their rights to liquidating distributions from the trust account with respect to any representative shares held by it if we fail to complete our business combination within 24 months from the closing of this offering. However, if the holders of the representative shares acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our business combination within the prescribed time period. The representative shares are deemed to be underwriters compensation by the Financial Industry Regulatory Authority (FINRA) pursuant to Rule 5110 of the FINRA Manual. Transfer restrictions on founder shares, representative shares and private placement units Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their common stock for cash, securities or other property, and (ii) any of their private placement units, private placement shares, private placement warrants and Class A common stock issued upon conversion or TABLE OF CONTENTS exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and founding team with respect to any founder shares, representative shares, private placement units, private placement shares, private placement warrants and Class A common stock issued upon conversion or exercise thereof. See Principal Stockholders Transfers of Founder Shares, Representative Shares and Private Placement Units. The holders of the representative shares have agreed not to transfer, assign or sell any such shares without our prior consent until the completion of our initial business combination. Founder shares conversion and anti-dilution rights The founder shares are designated as shares of Class B common stock and will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless our sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of this offering (excluding the private placement shares underlying the private placement units and the representative shares) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination (after giving effect to any redemptions of shares of Class A common stock by public stockholders) (excluding shares or equity-linked securities issued, or to be issued, to any seller in the business combination and any private placement units issued to our sponsor, officers or directors upon conversion of working capital loans). Our sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Voting rights With respect to all matters submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of record of our Class A common stock and holders of record of our Class B common stock will vote together as a single class, with each share entitling the holder to one vote. TABLE OF CONTENTS Our amended and restated certificate of incorporation will provide that our board of directors be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. Private placement units Our sponsor has committed, pursuant to a written agreement, to purchase 580,000 private placement units (or 636,250 private placement units if the underwriters over-allotment option is exercised in full) at a price of $10.00 per unit for an aggregate purchase price of $5,800,000 (or $6,362,600 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. In addition, EarlyBirdCapital, Inc., the representative of the underwriters in this offering, has agreed to purchase 125,000 private placement units at a price of $10.00 per unit (or 143,750 units if the underwriters over-allotment option is exercised in full), for an aggregate purchase price of $1,250,000 (or $1,437,500 if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. The private placement units are identical to the public units sold in this offering, subject to certain limited exceptions as described in this prospectus. The private placement warrants included in the private placement units will be non-redeemable (except as described under Description of Securities Warrants Public Stockholders Warrants Redemption of warrants for Class A common stock ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement units be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement units described in this prospectus, $250,000,000, or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and $5,750,000 will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $8,750,000 (or $10,062,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except for the withdrawal of interest income to pay our income taxes, our amended and restated certificate of TABLE OF CONTENTS incorporation, as discussed below and subject to the requirements of law and regulation, will provide that none of the funds held in the trust account will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to consummate an initial business combination within 24 months from the closing of this offering, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to provide redemption rights as described in this prospectus or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest income to pay our income taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $250,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement units not held in the trust account, which will be approximately $750,000 in working capital after the payment of approximately $1,300,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement units, at a price of $10.00 per unit, at the option of the lender. Conditions to completing our initial business combination Nasdaq rules and our certificate of incorporation require that our initial business combination must occur with one or TABLE OF CONTENTS more target businesses that together have an aggregate fair market value of at least 80% of the value of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions. Our stockholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock or shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test, provided that in the event that the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of seeking stockholder approval or conducting a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, executive officers, advisors or their affiliates may purchase in such transactions, TABLE OF CONTENTS subject to compliance with applicable law and Nasdaq rules. However, our sponsor, directors, executive officers, advisors or their affiliates have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If our sponsor, initial stockholders, directors, executive officers, advisors or their affiliates engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases of Our Securities for a description of how our sponsor, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business TABLE OF CONTENTS combination, including interest (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to EarlyBirdCapital. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor and our directors and executive officers have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. The private placement shares included in the private placement units will be non-redeemable. Limitations on redemptions Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and stock purchases would not typically require stockholder approval, while direct mergers with our company where we do not survive and any TABLE OF CONTENTS transactions where we issue more than 20% of our outstanding shares of Class A common stock (excluding the private placement shares underlying the private placement units and the representative shares) or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We currently intend to conduct redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. If we hold a stockholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of common stock voted are voted in favor of the business combination. In such case, our sponsor and our directors and executive officers have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. The holders of the representative shares have also agreed to vote such shares in favor of such proposed business combination. As a result, in addition to our founder shares, we would need 8,897,501, or approximately 35.59%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). The other members of our management team have entered into agreements similar to the one entered into by our sponsor with respect to any public shares acquired by them in or after this offering. Public stockholders may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated certificate of incorporation will require that at least five days notice be given of any such stockholder meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption TABLE OF CONTENTS rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our shares of Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold a stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our public stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the TABLE OF CONTENTS trustee to pay amounts due to any public stockholders who exercise their redemption rights as described above adjacent to the caption Redemption rights for public stockholders upon completion of our initial business combination, to pay EarlyBirdCapital its deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we are unable to consummate an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor has entered into an agreement with us, pursuant to which it has agreed to (i) waive its redemption rights with respect to its founder shares and (ii) waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor and our directors and executive officers have also agreed (A) that they will not propose any TABLE OF CONTENTS amendment to our amended and restated certificate of incorporation that would modify the substance or timing of our obligation to provide redemption rights as described in this prospectus or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares and (B) to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. However, if our sponsor or members of our management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. EarlyBirdCapital has also agreed to waive its right to its deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. In addition, the holders of the representative shares have has entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their representative shares and (ii) waive their rights to liquidating distributions from the trust account with respect to their representative shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. However, if the holders of the representative shares acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to provide redemption rights as described in this prospectus or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on TABLE OF CONTENTS redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking stockholder approval of such proposal and, in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsors, any executive officer, director or director nominee, or any other person. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement units held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for office space and general and administrative services provided to us by an affiliate of our executive officers in an amount equal to $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement units of the post business combination entity at a price of $10.00 per unit at the option of the lender. Such private placement units would be identical to the public units sold in this offering, subject to certain limited exceptions as described in this prospectus. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement units held outside the trust account or from loans made to us by our sponsor or (ii) in connection with or after the consummation of our initial business combination. Audit committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its TABLE OF CONTENTS responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest Each of our officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to another entity, including Property Solutions Acquisition Corp. I and any future special purpose acquisition companies, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations (including, without limitation, Property Solutions Acquisition Corp. I and any future special purpose acquisition companies), he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and may only decide to present it to us if such entity rejects the opportunity and consummating the same would not violate any restrictive covenants to which such officers and directors are subject. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Notwithstanding the foregoing, we may pursue an Affiliated Joint Acquisition opportunity. Any individual or entity involved in the Affiliated Joint Acquisition may co-invest with us in the target business at the time of our initial business combination or we could raise additional proceeds to complete the acquisition by issuing to such individual or entity a class of equity or equity-linked securities. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. TABLE OF CONTENTS RISKS We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus and all of the other information in this prospectus, including the financial statements and the related notes included elsewhere in this prospectus, before deciding whether to invest in our common stock. If any of the risks discussed in this prospectus actually occur, our business, financial condition or operating results could be materially and adversely affected. In particular, our risks include, but are not limited to, the following: We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Our independent registered public accounting firm s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. Past performance by our management team may not be indicative of future performance of an investment in us. If the net proceeds of this offering and the sale of the private placement units not being held in the trust account are insufficient to allow us to operate for at least the next 24 months, we may be unable to complete our initial business combination. We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we are unable to complete our initial business combination, our public stockholders may only receive $10.00 per share or even less (whether or not the underwriters over-allotment option is exercised in full) on our redemption, and the warrants will expire worthless. Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may consummate our initial business combination even though a majority of our public stockholders do not support such a combination Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek stockholder approval of our initial business combination, our sponsor and EarlyBirdCapital have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent COVID 19 coronavirus pandemic and the status of debt and equity markets. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into our initial business combination with a target. We may not be able to consummate our initial business combination within the required time period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. You will not be entitled to protections normally afforded to investors of many other blank check companies. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, potentially at a loss. TABLE OF CONTENTS If we are unable to consummate our initial business combination, our public stockholders may be forced to wait up to 24 months or longer before redemption from our trust account. Once initially listed on Nasdaq, our securities may not continue to be listed on Nasdaq in the future, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001833764_abg_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001833764_abg_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..88a353fec57909de77c637092cb0bef06bdec2cc
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001833764_abg_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: Ally Bridge Group or ABG are to ABG Management Ltd. and its affiliates, other than the company and the sponsor; Companies Act are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; directors are to our current directors and director nominees; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt; founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and our Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; initial shareholders are to holders of our founder shares prior to this offering; Jefferies are to Jefferies LLC, the representative of the underwriters in this offering; management or our management team are to our officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement shares are to the Class A ordinary shares to be issued to our sponsor in a private placement simultaneously with the closing of this offering (which private placement shares are identical to the shares sold in this offering, subject to certain limited exceptions as described in this prospectus) and upon conversion of working capital loans, if any; public shares are to Class A ordinary shares to be sold in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares; provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; sponsor are to ABG Acquisition Holdings I LLC, a Cayman Islands limited liability company and an affiliate of Ally Bridge Group; and we, us, company or our company are to ABG Acquisition Corp. I, a Cayman Islands exempted company. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we state otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Table of Contents If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE TITLE OF EACH CLASS OF SECURITY BEING REGISTERED AMOUNT BEING REGISTERED PROPOSED MAXIMUM OFFERING PRICE PER SECURITY(1) PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE Class A ordinary shares, $0.0001 par value(2)(3) 13,800,000 Shares $10.00 $138,000,000 $15,055.80 Total $138,000,000 $15,055.80 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. (2) Includes 1,800,000 Class A ordinary shares, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents General We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Throughout this prospectus, we will refer to this as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue a business combination target in any business or industry, we intend to focus on healthcare or healthcare-related industries, which can benefit from the expertise and capabilities of our management team in order to create long-term shareholder value. Our sponsor is an affiliate of Ally Bridge Group, a global healthcare-focused investment group founded by Fan (Frank) Yu with dual-headquarters in New York and Hong Kong. Mr. Yu and his team began their track record of successful healthcare investing in 2011 in China and have since become global healthcare investors with a strong U.S. focus. ABG currently manages or advises over $2.5 billion in healthcare assets, with a portfolio of what we believe to be some of the world s most novel life science companies and technologies based in the United States, Europe and China. ABG primarily focuses on high-impact investments in cutting-edge life science innovations in the U.S. across the medtech, tools and diagnostics, biopharmaceutics and, increasingly, digital health and telemedicine sectors. ABG has successfully invested through the following strategies: i) venture; ii) private equity, including buyout and growth capital; and iii) public equity. Venture investing in innovative life science companies at early to developmental stages, primarily in the U.S., with a focus on innovative drugs, medical devices and diagnostics. Buyout and large growth capital investing in cash flow-generating life science companies in the U.S., China and Europe. ABG leverages its unique strengths in capital markets, M&A, global investing, and cross-border deal-making, deal execution, business development and partnerships. Public equity employing a fundamental bottom-up, research-driven, as well as proactive and value-adding, approach to investing in public equities, initially in Asia and now primarily in the U.S. ABG s investment experience across various financing stages (from early- to late-stage), types of companies (from private to public), the innovative life science spectrum (e.g., medtech, tools and diagnostics, biopharma and digital health) and three of the world s key healthcare markets (i.e., the U.S., China and Europe) represents a competitive edge of the Sponsor. ABG s strategy is to focus on generating superior risk/reward outcomes through private-to-public market value creation and cross-border value-add and arbitrage. Since 2011, Mr. Yu and his team have completed approximately $1 billion in healthcare investments (including private equity and private investment in public equities, or PIPEs) for the funds they manage or advise. Significant transactions include the $3.3 billion take-private of WuXi Pharmatech from the New York Stock Exchange ( NYSE ) and private investments in companies such as Atea Pharmaceuticals (Nasdaq: AVIR), Tesaro (Nasdaq: TSRO, acquired by GlaxoSmithKline), GRAIL (being acquired by Illumina) and Pulmonx (Nasdaq: LUNG). ABG typically leads or co-leads its private investments. Our Management Team Our management team is led by Fan (Frank) Yu, our Chief Executive Officer and Director, and Daniel Johnson, our Chief Financial Officer and Director, each of whom has a proven track record across venture, private equity and public investing. We believe our management team has significant investment and industry expertise and industry connections that will allow us to identify high-quality investment opportunities and consummate a successful business combination. Fan (Frank) Yu serves as our Chief Executive Officer and Director. Mr. Yu is the founder, CEO and CIO of ABG, a leading global life science-dedicated investment group. Mr. Yu carries a strong track record as an investment manager and dealmaker across multiple funds, strategies and geographies encompassing the U.S., China and Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED FEBRUARY 1, 2021 PRELIMINARY PROSPECTUS $120,000,000 ABG ACQUISITION CORP. I 12,000,000 Class A Ordinary Shares ABG Acquisition Corp. I is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our Class A ordinary shares, par value $0.0001 per share, which we refer to as our public shares, at an initial public offering price of $10.00. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 1,800,000 shares to cover over-allotments, if any. Unlike certain other special purpose acquisition company initial public offerings, investors in this offering will not receive warrants that would become exercisable following completion of our initial business combination. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, ABG Acquisition Holdings I LLC has committed to purchase an aggregate of 440,000 Class A ordinary shares (or 476,000 Class A ordinary shares if the underwriters over-allotment option is exercised in full) at a price of $10.00 per share, or $4,400,000 in the aggregate (or $4,760,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. These Class A ordinary shares, which we refer to as the private placement shares, are identical to the Class A ordinary shares sold in this offering, subject to certain limited exceptions as described in this prospectus. Our sponsor and its affiliates have indicated an interest to purchase an aggregate of $25,000,000 of our Class A ordinary shares in a private placement that would occur concurrently with the consummation of our initial business combination. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor and its affiliates may determine not to purchase any such shares, or to purchase fewer shares than they have indicated an interest in purchasing. We are not under any obligation to sell any such shares. Such investment would be made on terms and conditions determined at the time of the business combination. Our initial shareholders, which include our sponsor, currently own an aggregate of 3,450,000 Class B ordinary shares, up to 450,000 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised, which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Only holders of Class B ordinary shares will be entitled to vote on the appointment of directors in any election held prior to or in connection with the completion of our initial business combination. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Table of Contents Europe. Mr. Yu completed his university education and started his career in New York before working in Hong Kong for over two decades. Previously, Mr. Yu was Managing Director and Head of China Investments at Och-Ziff Capital Management (OZ), a leading global hedge fund. Prior to OZ, Mr. Yu was a Managing Director at Goldman Sachs in Hong Kong, where he headed several business units and played instrumental roles in significant restructuring, financing and M&A transactions of leading Chinese companies. Mr. Yu also advised leading global institutions on their China and Asia strategies and transactions. Before Goldman Sachs, Mr. Yu worked at Moody s in New York, and then Credit Suisse in London and Hong Kong. Since 2010, Mr. Yu has founded, launched and managed multiple funds covering venture, growth, buyout and hedge fund investing from China to the U.S. to Europe. We believe that Mr. Yu excels in originating and executing major investment themes such as global life science investing, which has become the primary focus of Mr. Yu and ABG, creating significant deals such as the landmark $3.3 billion take-private of WuXi Pharmatech from NYSE in 2015, and leading the $300 million Series-C investment in GRAIL in 2018. He has expertise in cementing strategic transactions between emerging players and industry leaders across the U.S., China and Europe. Daniel Johnson, CPA, serves as our Chief Financial Officer and Director. Mr. Johnson is the Chief Financial Officer of Ally Bridge Group (NY) LLC. Prior to joining ABG, Mr. Johnson had over 30 years of experience in finance, operations and accounting. His experience over the past 10 years in asset management has included roles as Head of Finance and Administration and Compliance at Elenion Capital, a macro alpha capture manager, Chief Financial Officer and Chief Compliance Officer at Castle Ridge Investment Management, a real estate focused equities hedge fund manager and Chief Operating Officer and Chief Financial Officer of Trend Capital Management, a manager running global macro portfolios. Mr. Johnson has worked in various other roles on the buy-side and the sell-side, in New York and London, including roles at a family office, Tiger Management and Morgan Stanley. Jean-Pierre Sommadossi, Ph.D., is a nominee for our board of directors. Dr. Sommadossi is the founder of Atea Pharmaceuticals (Nasdaq: AVIR), where he has served as the Chairman & CEO since 2012. He has over 30 years of scientific, operational, strategic and management experience in the biotech industry. Prior to founding Atea Pharmaceuticals in 2012, Dr. Sommadossi was the Principal Founder of Idenix Pharmaceuticals, Inc. (Nasdaq: IDIX), which was acquired by Merck & Co., Inc. (NYSE: MRK) for $3.85 billion in 2014, and a Co-Founder of Pharmasset, Inc. (Nasdaq: VRUS), which was acquired by Gilead Sciences, Inc. (Nasdaq: GILD) for $11 billion in 2012. Dr. Sommadossi held a number of significant executive positions at Idenix, including Chairman of the Board of Directors, Executive President and Chief Scientific Officer from 1998 to 2000, and then as Chairman and Chief Executive Officer from 2000 to 2010. Under his leadership, Idenix entered into multiple strategic collaborations, including those with Sumitomo and GlaxoSmithKline (GSK), as well as a landmark biotech-pharma transaction with Novartis Pharma AG in 2003. During his tenure, Idenix discovered, co-developed and co-launched telbuvidine (Tyzeka/Sebivo) for the treatment of hepatitis B, and established a major clinical pipeline of antiviral therapeutics for the treatment of hepatitis C and HIV/AIDS. Dr. Sommadossi is also a member of the Harvard Medical School Discovery Council, the Chairman of Kezar Life Sciences, Inc. (Nasdaq: KZR) and Panchrest, Inc., and a member of the Board of The BioExec Institute. Stuart Chaffee, Ph.D., is a nominee for our board of directors. Dr. Chaffee was the Chief Financial Officer of Praxis Precision Medicines, Inc., a clinical-stage biopharmaceutical company, from June 2020 to December 2020 and its Chief Business Officer from November 2017 to June 2020, responsible for the company s business development, finance and operational activities. From November 2015 to November 2017, Dr. Chaffee was an Entrepreneur in Residence at Atlas Venture, where he was a co-founder and the Head of Business Operations at Kymera Therapeutics, Inc. from June 2016 to November 2017. Robert Castro, CPA, CGMA, is a nominee for our board of directors. Mr. Castro is the owner of Savvy Fare LLC, an accounting and consulting firm that he founded in July 2010. Prior to that, Mr. Castro was a managing director at BDO Seidman LLP, where he began his career in December 1980, served as an auditor and advisor for many public companies, and led and participated in numerous IPOs. Mr. Castro is a Certified Public Accountant and Chartered Global Management Accountant. Table of Contents We have applied to have our Class A ordinary shares listed on The Nasdaq Capital Market, or Nasdaq under the symbol ABGI. We expect that our Class A ordinary shares will be listed on Nasdaq on or promptly after the date of this prospectus. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001833767_horizon_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001833767_horizon_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..dada4d97ba751463b43a3add6af7b84e1559d696
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001833767_horizon_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, our or the company are to Horizon Acquisition Corporation III, a Cayman Islands exempted company; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; Deutsche Bank Securities are to Deutsche Bank Securities Inc., the representative of the underwriters in this offering; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and our Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; HAC are to Horizon Acquisition Corporation, a Cayman Islands exempted company incorporated for substantially similar purposes as our company; HAC II are to Horizon Acquisition Corporation II, a Cayman Islands exempted company incorporated for substantially similar purposes as our company; initial shareholders are to holders of our founder shares prior to this offering; management or our management team are to our officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and members of our management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); sponsor are to Horizon III Sponsor, LLC, a Delaware limited liability company and an affiliate of Eldridge (as defined below); and warrants are to our public warrants and private placement warrants. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus TABLE OF CONTENTS If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-fourth of one redeemable warrant (2) 57,500,000 Units $ 10.00 $ 575,000,000 $ 62,732.50 Class A ordinary shares included as part of the units (3) 57,500,000 Shares (4) Redeemable warrants included as part of the units (3) 14,375,000 Warrants (4) Total $ 575,000,000 $ 62,732.50 (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 7,500,000 units, consisting of 7,500,000 Class A ordinary shares and 1,875,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions. (4) No fee pursuant to Rule 457(g). The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and that neither our sponsor nor any of its affiliates purchases units in this offering. See Principal Shareholders Indication of Interests. General We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We will seek to capitalize on the multiple decades of combined investment experience of Todd Boehly, our Chairman, Chief Executive Officer and Chief Financial Officer, and the members of our board of directors. Mr. Boehly has spent his career building, operating and investing in businesses, both in private and public companies in a variety of market sectors. Mr. Boehly has managed several multi-billion-dollar platforms from both an operating and investment perspective. Mr. Boehly is also currently Chief Executive Officer and Chief Financial Officer of each of HAC and HAC II and a director on each of HAC s and HAC II s board of directors. Mr. Boehly is also Chairman of Security Benefit and MRC, which owns dick clark productions, and has investments in A24, Fulwell 73, and Penske Media, which owns Billboard, Rolling Stone, Variety, and The Hollywood Reporter, and is on the boards of Cain International, Kennedy Wilson (NYSE:KW), PayActiv, Truebill, and CAIS. Mr. Boehly is the Co-founder, Chairman and Chief Executive Officer of Eldridge Industries ( Eldridge ), a holding company with a network of businesses across the insurance, technology, credit, real estate, sports, media and consumer landscapes. Founded in 2015 and headquartered in Greenwich, CT, with additional offices in New York, London and Beverly Hills, Eldridge and its affiliated companies employed more than 3,000 people globally as of January 1, 2021. Eldridge owns and operates companies as well as utilizes its network and insights to make minority investments in businesses with attractive growth potential. Mr. Boehly has spent his career seeking to identify growth opportunities and create value. Under his leadership, Eldridge has achieved strong success across multiple technology, services and consumer-oriented businesses through a consistent focus on aligning people, capital and technology, managing in excess of $40 billion in assets as of January 1, 2021. Certain investments and industry experience of Eldridge are highlighted below. We believe that our management team s distinguished and long-term track record of sourcing, acquiring and building next-generation financial services platforms, along with other investments in consumer-facing industries, will provide us with differentiated consumer insights and sourcing opportunities. Each of these attributes will be further supported by the experience of our board of directors and we believe will position us to identify, evaluate, acquire and transform a target business. Technology / Financial Technology: Eldridge has made several investments into technology companies that create efficiencies and provide consumer value. PayActiv, for example, provides liquidity to over three million low-income and hourly workers by providing instant access to earned but unpaid wages and tips between payrolls, while providing employers with a powerful employee benefit to retain and motivate employees without impacting the company s cash flows. Eldridge has invested in personal finance applications Truebill, which is designed to help consumers manage their comprehensive financial profile, and Stash, which makes investing easy and affordable for over five million customers. Eldridge has also invested in Fevo, a social buying distribution platform that allows individuals to invite their friends to join them at their favorite life events. When appropriate, Eldridge seeks opportunities for partnership and collaboration between technology solutions and existing core operating businesses to create beneficial outcomes. Insurance: Eldridge owns Security Benefit, a 129-year old life insurance company which has grown to more than $40 billion in assets under Eldridge s ownership and offers a variety of annuity and mutual fund TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted. SUBJECT TO COMPLETION, DATED MARCH 24, 2021 PRELIMINARY PROSPECTUS $500,000,000 50,000,000 Units Horizon Acquisition Corporation III is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, subject to the limitations and on the conditions described herein, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. Subject to the terms and conditions described in this prospectus, we may redeem the warrants once the warrants become exercisable. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 7,500,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to as our public shares, subject to the limitations and on the conditions described herein. If we do not complete our initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering but have not competed the initial business combination within such 24-month period, which period we refer to as the completion window, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Horizon III Sponsor, LLC, has committed to purchase an aggregate of up to 8,000,000 warrants (or up to 9,000,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as described herein, at a price of $1.50 per warrant, or up to $12,000,000 in the aggregate (or up to $13,500,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering, subject to adjustment for any units purchased by our sponsor or its affiliates in this offering as described below. Our initial shareholders, which include our sponsor, currently own an aggregate of 14,375,000 Class B ordinary shares, up to 1,875,000 of which will be subject to forfeiture by our sponsor after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised or reduced. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of our initial business combination. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Our sponsor has also indicated that it or one of its affiliates has an interest in purchasing, directly or indirectly, up to 15,500,000 units in this offering at the public offering price. The underwriters will not receive any underwriting TABLE OF CONTENTS products. Eldridge has also invested in two insurance technology platforms: SE2, which provides third party administrative support to 1.6 million accounts and $134 billion of assets, and Life.io, an innovative customer engagement technology platform focused on the life and annuity insurance industry. Real Estate: Eldridge helped found Cain International, a majority owned global real estate investment firm, in 2014. Cain International has committed over $6 billion to real estate debt, real estate equity and private equity transactions across the U.S. and Europe. Representative investments include facilitating the development of Aman New York in the Crown Building in Manhattan, Missoni Baia, Una Residences, and 830 Brickell in Miami, landmark Beverly Hills hotels, The Beverly Hilton and Waldorf Astoria, and The Stage and Islington Square developments in London. In 2019, Eldridge led a $300 million strategic investment in Kennedy-Wilson (NYSE: KW), a global real estate investment company. Eldridge has also invested in Prescient, an AI driven technology company that standardizes the entire building development process. Credit: Eldridge has created and grown several differentiated credit platforms, including CBAM, which manages CLOs on behalf of institutional clients, Stonebriar Commercial Finance, a large-ticket commercial finance and leasing company, Maranon Capital, a middle-market investment manager, Blackbrook Capital, an independent European investment firm specializing in corporate Sale-Leaseback and Build to Suit development financing, and Essential Properties Realty Trust, Inc. ( Essential Properties, NYSE: EPRT), a portfolio of triple-net leases that completed its $455 million initial public offering in 2018. Eldridge subsequently exited its investment in Essential Properties as part of an underwritten secondary offering completed in July 2019. Media: Eldridge maintains investments in a diverse portfolio of media assets, including MRC, a diversified global entertainment company with divisions including Film, Television, Live & Alternative, and Non-Fiction as well as joint ventures in data and publishing. The company has created and produced iconic franchises and live event programming including Knives Out, Ozark, and The Great. MRC also has investments in A24, producer and distributor of specialty films and television, including Moonlight, the 2017 Academy Award winner for Best Picture, and British production company Fulwell 73, producer of the Emmy-nominated Carpool Karaoke. MRC and Penske Media recently formed PMRC, a publishing joint venture and a strategic content partnership with brands The Hollywood Reporter, Variety, Billboard, Rolling Stone, Vibe, and Music Business Worldwide. Eldridge also acquired the world-renowned rock band The Killers music publishing catalog from its chart-topping studio albums released prior to 2020. Sports: Eldridge has invested in several sports platforms, including eSports and gaming companies, Cloud9 and Epic Games, Major League Baseball ( MLB ) team, the Los Angeles Dodgers, winner of seven MLB Championships and DraftKings, Inc. ( DraftKings, NYSE: DKNG), the leading skill-based fantasy sports and sportsbook company. In April 2020, DraftKings consummated a merger with Diamond Eagle Acquisition Corp., a $400 million special purpose acquisition company that completed its initial public offering in May 2019. As of March 18, 2021, DraftKings has generated a 8.6 times return to investors in Diamond Eagle Acquisition Corp. s initial public offering (which return assumes that the warrants included in the units issued in the initial public offering were exercised for cash on July 1, 2020, the day prior to which the warrants were redeemed for $0.01 per warrant). Consumer: Eldridge has invested in Aurify Brands, which builds, owns and operates a network of category-leading restaurants including: Melt Shop, Fields Good Chicken, The Little Beet, The Little Beet Table, and Le Pain Quotidien. Eldridge also invested in Dragontail Systems, a global technology company that leverages cutting-edge AI technologies to optimize food preparation and delivery primarily in the QSR industry, and CEC Entertainment, a global family entertainment and dining company that operates Chuck E. Cheese and Peter Piper Pizza. In addition to his role as Chairman and Chief Executive Officer of Eldridge, Mr. Boehly is an owner of the Los Angeles Dodgers, the Los Angeles Sparks, Cloud9 and DraftKings. Prior to founding Eldridge, Mr. Boehly was President of Guggenheim Partners, a global asset manager. During his time at Guggenheim, Mr. Boehly founded the credit business and assets under management grew from approximately $14 billion in 2002 to approximately $150 billion in 2015. Mr. Boehly s career and network have spanned multiple industries and ecosystems and we believe that his long-standing track record in identifying differentiated ideas and unlocking value will deliver access to a broad spectrum of potential acquisition opportunities. TABLE OF CONTENTS discounts or commissions on units purchased by our sponsor or its affiliate. In the event that our sponsor, or an affiliate of our sponsor, purchases any such units, (1) the number of private placement warrants to be purchased by our sponsor will be reduced to account for the corresponding reduction in underwriting discounts payable upon completion of this offering, (2) the underwriters over-allotment option will be reduced to equal 15% of the firm units sold in this offering less the units sold to our sponsor or an affiliate of our sponsor and (3) our sponsor will forfeit a corresponding number of founder shares. For example, if our sponsor, or an affiliate of our sponsor, purchases such 15,500,000 units, the sponsor will purchase 5,933,333 private placement warrants (or 6,623,333 if the underwriters over-allotment option is exercised in full) for an aggregate purchase price of $8,900,000 (or $9,935,000 if the underwriters over-allotment option is exercised in full), the underwriters over-allotment option will be reduced to 5,175,000 units and our sponsor will forfeit 581,250 founder shares. However, indications of interest are not binding agreements or commitments to purchase and our sponsor or its affiliate may decide not to purchase any units in this offering. In addition, the underwriters could determine to sell fewer units to our sponsor or its affiliate than they indicated an interest in purchasing or could determine not to sell any units to our sponsor or its affiliate. Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol HZNA.U . We expect that our units will be listed on the NYSE on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Deutsche Bank Securities Inc., the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on the NYSE under the symbols HZNA and HZNA WS, respectively. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 33 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. No offer or invitation, whether directly or indirectly, to subscribe for our securities may be made to the public in the Cayman Islands. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 500,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 27,500,000 Proceeds, before expenses, to us $ 9.45 $ 472,500,000 (1) $0.20 per unit, or $10,000,000 in the aggregate (or $11,500,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $17,500,000 in the aggregate (or up to $20,125,000 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation payable to the underwriters. (2) Assumes our sponsor, or an affiliate of our sponsor, does not purchase any units in this offering. Units purchased by our sponsor or an affiliate of our sponsor in this offering, if any, will not be subject to underwriting discounts and commissions. See above and Principal Shareholders Indication of Interests for additional information. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $500.0 million, or $575.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $2.0 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Deutsche Bank Securities Credit Suisse RBC Capital Markets , 2021 TABLE OF CONTENTS Mr. Minella has significant investment management expertise, serving as the managing member of Minella Capital Management LLC since 2006. In 2007, Mr. Minella founded Prospect Acquisition Corporation ( Prospect ), a special purpose acquisition company that completed its $250 million initial public offering that year. In 2009, Prospect merged with Kennedy-Wilson (NYSE: KW), creating a publicly-traded REIT seeking to take advantage of distressed opportunities in the real estate market. As of July 31, 2020, Kennedy-Wilson had a market capitalization in excess of $2.1 billion. Mr. Minella remains a member of the board of directors of Kennedy-Wilson, along with Mr. Boehly. From 2011 to 2014, Mr. Minella served as Chief Executive Officer of Aligned Asset Managers, a joint venture with GTCR LLC that acquired The Townsend Group, a real estate manager and consultant. Prior to that, he was Chairman and Chief Executive Officer of Prospect from its inception through its merger with Kennedy-Wilson. From 1997 and 2007, Mr. Minella served as Chief Executive Officer and a director of Value Asset Management, LLC, a strategic investment management firm which, during his tenure, acquired and subsequently sold five separate investment management firms. Prior to that, Mr. Minella served as President and Chief Executive Officer of the asset management division of Liechtenstein Global Trust, a wealth and asset management firm that had approximately $60 billion of assets under management during Mr. Minella s tenure. Our sponsor, Horizon III Sponsor, LLC, has also indicated that it or one of its affiliates has an interest in purchasing, directly or indirectly, up to 15.5 million units in this offering at the public offering price. However, indications of interest are not binding agreements or commitments to purchase and our sponsor or their affiliate may decide not to purchase any units in this offering. In addition, the underwriters could determine to sell fewer units to our sponsor or their affiliate than they indicated an interest in purchasing or could determine not to sell any units to the sponsor or their affiliate. The underwriters will not receive any underwriting discounts or commissions on units purchased by such funds. The past performance of our management team or their respective affiliates is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management team s or advisor s or their respective affiliates performance as indicative of our future performance. In June 2020, Horizon Sponsor, LLC, a Delaware limited liability company and an affiliate of Eldridge, formed HAC, a blank check company formed for substantially similar purposes as our company. HAC completed its initial public offering in August 2020, in which it sold 54.4 million units, including 4.4 million units following a partial exercise of the underwriters over-allotment option, each consisting of one Class A ordinary share of HAC and one-third of one redeemable warrant to purchase one Class A ordinary share of HAC, for an offering price of $10.00 per unit, generating aggregate proceeds of $544 million. Mr. Boehly is the Chief Executive Officer and Chief Financial Officer of HAC and a director on HAC s board of directors and owes fiduciary duties under Cayman Islands law to HAC. HAC has not yet announced or completed its initial business combination. In July 2020, Horizon II Sponsor, LLC, a Delaware limited liability company and an affiliate of Eldridge, formed HAC II, a blank check company formed for substantially similar purposes as our company. HAC II completed its initial public offering in October 2020, in which it sold 50.0 million units, each consisting of one Class A ordinary share of HAC II and one-third of one redeemable warrant to purchase one Class A ordinary share of HAC II, for an offering price of $10.00 per unit, generating aggregate proceeds of $500 million. In November 2020, HAC II sold an additional 2.5 million units following a partial exercise of the underwriters over-allotment option, generating additional aggregate proceeds of $25 million. Mr. Boehly is the Chief Executive Officer and Chief Financial Officer of HAC II and a director on HAC II s board of directors and owes fiduciary duties under Cayman Islands law to HAC II. HAC II has not yet announced or completed its initial business combination. Business Strategy Our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, to build a company in an industry or sector that complements the experience of our management team and can benefit from our operational expertise. Our acquisition selection process will TABLE OF CONTENTS leverage our team s network of potential transaction sources, ranging from owners and directors of private and public companies, private equity funds, investment bankers, lenders, attorneys, accountants and other trusted advisors across various sectors. In addition, we intend to utilize the networks and industry experience of Mr. Boehly and Eldridge in seeking an initial business combination. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships that we believe will deliver access to abroad and diverse spectrum of acquisition opportunities. This network has been developed through our management team s many years of business experience, including experience in asset management, financial services, banking, fin tech and technology. We expect this network will provide our management team with a robust and consistent flow of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potentially interesting leads. Our Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We expect that no individual criterion will entirely determine a decision to pursue a particular opportunity. We intend to seek to acquire companies that we believe: are fundamentally sound companies that may currently be underperforming; have strong management teams with a track record of driving growth and profitability, and can benefit from the vast network, experience and guidance of our management team; have a defensible market position and demonstrate competitive advantages, such as a differentiated technology, continuous product innovation and platform development, multi-channel distribution capabilities, diversified customer base, owning its core intellectual property and brand or other, creating barriers to entry against new competitors; have recurring, predictable revenues and the history of, or the near-term potential to, generate stable and sustainable free cash flow; exhibit unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; are currently facing a changing market landscape, positioned for new distribution and content dynamics which impact their business models and will open up a multitude of new opportunities and unlock avenues for growth; enhance shareholder value through a combination with us, and offer an attractive risk adjusted return for our shareholders; and can benefit from being a publicly traded company, with access to broader capital markets, to achieve the business s business strategy These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, TABLE OF CONTENTS as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission (the SEC ). We may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination. We intend to acquire a company with an enterprise value significantly above the net proceeds of this offering and the sale of the private placement warrants. Depending on the size of the transaction or the number of public shares we become obligated to redeem, we may potentially utilize several additional financing sources, including but not limited to the issuance of additional securities to the sellers of a target business, debt issued by banks or other lenders or the owners of the target, a private placement to raise additional funds, or a combination of the foregoing. If we do not complete our initial business combination within the required time period, including because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient to meet our obligations or our working capital needs, we may need to obtain additional financing. Initial Business Combination In accordance with the rules of the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses, although we will not be permitted to effectuate our initial business combination solely with another blank check company or a similar company with nominal operations. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target business or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001834518_northern_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001834518_northern_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6fd1b31a26ec10bc1fd1e216e073634da63e7929
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001834518_northern_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001834628_lead-edge_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001834628_lead-edge_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d979fc671600ecc21434121579f3561bf9e2d463
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001834628_lead-edge_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and article of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Act are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; forward purchase agreement are to an agreement providing for the sale of Class A ordinary shares and warrants to LEC V in a private placement to occur concurrently with the closing of our initial business combination; forward purchase securities are to the forward purchase shares and forward purchase warrants; forward purchase shares are to the Class A ordinary shares to be issued pursuant to the forward purchase agreement; forward purchase warrants are to the warrants to purchase Class A ordinary shares to be issued pursuant to the forward purchase agreement; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); LEC V are to Lead Edge Capital V, LP, a Delaware limited partnership and an affiliate of Lead Edge. Lead Edge are to Lead Edge Capital Management, LLC, a Delaware limited liability company; management or our management team are to our executive officers and directors (including our directors nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; representatives are to Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives to the several underwriters; sponsor are to Lead Edge SPAC Management, LLC, a Delaware limited liability company; and we, us, our, company, the company or our company are to Lead Edge Growth Opportunities, Ltd, a Cayman Islands exempted company. 1 Table of Contents Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. A Letter from Our Team Dear Investors, Lead Edge was founded on the principles of differentiation and persistence. Since our inception, we have approached the business of investing along these two founding ideas and built our firm into what it is today. As new capital providers have entered the market at a rapid pace in recent years, the dynamics of private investing have evolved to where investors must have as unique a go-to-market strategy as that of the businesses they pursue. Lead Edge s answer to this shift is the value that our limited partners bring to the table. We distinguish ourselves from other growth equity and late-stage venture capital firms by offering entrepreneurs a unique model for value creation through our network of over 500 limited partners with backgrounds as executives, entrepreneurs, and industry experts. Starting with a small group of investors a decade ago, we have grown our network with each new fund, bringing in individuals from a diverse array of backgrounds, geographies, and skillsets. This approach enables us to offer comprehensive value-add for our companies. The network we have curated places our firm in a unique position to not only access the most promising opportunities but also drive real value as a partner to our entrepreneurs. With our founding roots in the first generations of outbound deal sourcing, we have developed a sophisticated practice for finding investment opportunities over the years. We are constantly improving our processes through proprietary tools and formulaic best practices to ensure that we are in front of every possible opportunity. Using the learnings from over 10 years of iteration, we have built the infrastructure upon which we apply our unwavering work ethic to efficiently canvas the landscape for investment opportunities, execute on top priorities, and maximize value for our investors. We view this offering as an exciting continuation of our approach in a rapidly changing market. The established IPO process, particularly in volatile market conditions, has not scaled well with the expanding universe of best-in-class businesses created by robust private markets investment and innovation. While a more traditional route remains appropriate for many situations, innovative management teams are actively seeking alternatives. We have witnessed this evolution of public markets access first-hand through our portfolio companies and recognize the current environment as a generational point of inflection. We also appreciate that we are not alone in this realization given the recent rise in popularity of SPACs. As we think about the ingredients required to navigate market conditions and effectively execute transactions, we believe our team, network, infrastructure, and track record place us in the best possible position to succeed. We are excited about this offering, which represents the latest in a history of differentiation for Lead Edge, and we will apply to it the relentless pursuit of success for which we have become known. Thank you, The Lead Edge Team 2 Table of Contents General We are a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. Our sponsor is affiliated with Lead Edge, a growth equity investment firm based in New York, NY and Santa Barbara, CA which has raised $3 billion in capital since inception. Lead Edge s primary business is investing in public and private software, Internet and technology-enabled services companies globally. Mitchell H. Green, our Chairman and Chief Executive Officer, is the founder and Managing Partner of Lead Edge. Nimay Mehta, our President and CFO, and Brian Neider, our Chief Operating Officer, are General Partners at Lead Edge and members the Investment Committee for all Lead Edge funds. Our objective is to pursue opportunities with high-quality software, Internet and technology-enabled companies. We believe the combination of experience in sourcing, investing, product and operating uniquely position our team to execute on a compelling business combination. Lead Edge Founded in 2012, Lead Edge has experience investing at the intersection of public and private companies in the broader technology sector, having invested in companies such as Alibaba Group, Ant Financial, Asana, Bazaarvoice, Delivery Hero, Duo Security, Marketo, Mindbody, Red Ventures, Spotify, Toast, TransferWise, Uber and Xamarin. Lead Edge differentiates itself from other firms by offering entrepreneurs a model for value creation through its strategic limited partner ( LP ) base of more than 500 successful executives and entrepreneurs, to seek to drive value to its portfolio companies and prospective investments. These LPs are geographically diverse and represent a wide range of functional skillsets across different industries. The Lead Edge investment team takes a proactive approach to sourcing prospective investments, using proprietary technology tools to enable conversations with thousands of entrepreneurs and management teams each year. From 2019 to 2020, the team conducted over 10,000 phone calls and 1,500 meetings with prospective companies. As an affiliate of our sponsor, Lead Edge will be providing us with access to its infrastructure and network to pursue our initial business combination. We believe the sophistication of the Lead Edge sourcing engine and breadth of the Lead Edge LP network will be meaningful differentiators. Our Management Team Our management team will consist of Mitchell H. Green, our Chairman and Chief Executive Officer, Nimay Mehta, our President and Chief Financial Officer, Brian Neider, our Chief Operating Officer, and Lorrie Norrington, our Special Advisor, who will be supported by the Lead Edge investment team, the broader Lead Edge organization and our independent directors, as described further below. Mitchell H. Green Mitchell H. Green, our Chairman and Chief Executive Officer, is the founder of Lead Edge and currently serves as one of the firm s three General Partners. Mr. Green founded Lead Edge in 2012 with the private equity team from Eastern Advisors Capital Group, LLC and is a member of the Investment Committee for all Lead Edge funds. Mr. Green has led investments in companies such as Alibaba Group (IPO), Spotify (Direct Listing), BlaBlaCar (exited), Serena & Lily (acquired), Uber (IPO), Bazaarvoice (IPO), Benchling, Amplitude, Drillinginfo (acquired), Mindbody (IPO), Marketo (IPO), Monetate (acquired), Xamarin (acquired), Appirio (acquired), Asana (Direct Listing) and Red Ventures. Prior to founding Lead Edge, Mr. Green was on the investment teams at Eastern Advisors, a Tiger hedge fund seeded by Julian Robertson, and Bessemer Venture Partners. Mr. Green holds an M.B.A. in Marketing from The Wharton School at the University of Pennsylvania and a B.A. in Economics from Williams College. 3 Table of Contents Nimay Mehta Nimay Mehta, our President and Chief Financial Officer, is a General Partner at Lead Edge Capital and a member of the Investment Committee for all Lead Edge funds. Mr. Mehta has led investments in companies such as Bumble (IPO), Spotify (Direct Listing), Marketo (IPO), Delivery Hero (IPO), iParadigms (acquired), VivaReal (acquired), Uber (IPO), Drillinginfo (acquired), Spotify (Direct Listing), BlaBlaCar (exited), Mindbody (IPO), Arrive Logistics, Weave, eSSENTIAL Accessibility, Azul Systems, ClearScore, GlobalVetLINK, Ensighten, Help Scout, LiveView Technologies, Lean Solutions and TransferWise. Prior to Lead Edge, Nimay was an analyst at Insight Venture Partners where he focused on growth-stage software and internet businesses. He holds an A.B. in Economics from Harvard University. Brian Neider Brian P. Neider, our Chief Operating Officer, is a General Partner at Lead Edge. Mr. Neider joined Lead Edge in 2012 and is a member of the Investment Committee for all Lead Edge funds. Mr. Neider has led investments in companies such as Toast, Immedis, Amplitude, Workhuman, Catawiki, Asana (Direct Listing), Signal Sciences (acquired), Anaqua (acquired), Duo Security (acquired), Kapost (acquired), Compass (exited) and Xamarin (acquired). Prior to joining Lead Edge, Mr. Neider was a Vice President in the New York office of FTV Capital ( FTV ). While at FTV, he focused on middle-market growth investments in the software and business services sector. Prior to earning his M.B.A., Mr. Neider was a New York-based investment professional with Bessemer Venture Partners. Mr. Neider holds an M.B.A. in Finance from Columbia Business School and a B.S. in Economics from the Wharton School at the University of Pennsylvania. Lorrie Norrington Lorrie Norrington, Special Advisor to the Lead Edge team, is an Operating Partner at Lead Edge. She currently serves on the boards of HubSpot, Colgate Palmolive, Autodesk, Asana, and Workhuman. Lorrie formerly served on the boards of technology companies such as Duo Security, BigCommerce, Lucasfilm, Signal Sciences, DirecTV, McAfee, TaskRabbit, and Eventbrite. Ms. Norrington brings over 30 years of operational leadership experience with in-depth knowledge of the technology, e-commerce and consumer software industries. Prior to joining Lead Edge, Ms. Norrington served as the President of Global eBay Marketplaces, Chief Operating Officer of eBay Marketplaces and President of eBay International. Ms. Norrington also held senior positions at Intuit Inc. and a number of global roles at General Electric Company over a 20-year period. Ms. Norrington holds a B.S. in Administration from the University of Maryland College Park, and an M.B.A. from Harvard Business School. Our Board of Directors In addition to the value-add brought on by the Lead Edge LP network, we have nominated four independent directors that we think bring meaningful value to our sponsor in both deal prospecting and target company growth. Margaret C. Whitman Margaret C. Whitman is a business executive, former political candidate, and philanthropist. Based in Colorado, Ms. Whitman currently serves as a member of the board of directors for The Procter & Gamble Company, a consumer goods company. Most recently, Ms. Whitman served as Chief Executive Officer for Quibi. Prior to joining Quibi, Ms. Whitman served as the Chief Executive Officer for Hewlett Packard Enterprise Company, or HPE, a multinational enterprise information technology company, and as its President and Chief Executive Officer from 2015 to June 2017. From 2014 to 2015, Ms. Whitman served as President, Chief Executive Officer, and Chairman for Hewlett-Packard Company (now known as HP Inc.), the former parent of Hewlett Packard Enterprise Company, and as its President and Chief Executive Officer from 2011 to 2015. Prior to joining HP Inc., Ms. Whitman was the Republican Party s nominee for the 2010 gubernatorial race in California. From 1998 to 2008, Ms. Whitman served as President and Chief Executive Officer of eBay Inc. Ms. Whitman previously served as a member of the board of directors for HP Inc., Hewlett Packard Enterprise Company, and for a number of private companies. Ms. Whitman currently serves as the Nation Board Chair for Teach For America. Ms. Whitman holds an M.B.A. from Harvard Business School and an A.B. in Economics from Princeton University. 4 Table of Contents Nick Mehta Nick Mehta is the Chief Executive Officer of Gainsight, a leading provider of customer relationship management software that was acquired by Vista Equity in November 2020. Mr. Mehta also serves on the board of F5 Networks, Inc. (NASDAQ: FFIV) and as a general partner of Acceleprise San Francisco. Prior to Gainsight, Mr. Mehta served as an Executive-in-Residence at Accel Partners and as the Chief Executive Officer of LiveOffice prior to its acquisition by Symantec. Mr. Mehta holds an M.S. in Computer Science from Harvard University and a B.A. in Biochemistry from Harvard College. Sydney Carey Sydney Carey is an accomplished Chief Financial Officer with deep public markets, corporate finance, and strategy expertise. Ms. Carey has served as the Chief Financial Officer of Sumo Logic (NASDAQ:SUMO) since November 2018 and on the board of Asana (NYSE: ASAN) since August 2019 where she is Audit Committee Chair. Ms. Carey has extensive experience in leading public companies and pre-IPO organizations, as both an executive and a board member. A Stevie Award Winner for Women in Business Best Executive, and a San Francisco Business Times Bay Area CFO of the Year, Ms. Carey s broad financial experience includes two decades of operational and strategic leadership roles. Previously, Ms. Carey served as the Chief Financial Officer at Duo Security which was acquired by Cisco Systems in 2018. Before Duo, she was Chief Financial Officer to the high-growth private SaaS companies Apttus, a leading international provider of Quote-to-Cash (QTC) software, Zscaler, a global provider of cloud-based information security, and MongoDB, provider of a leading open source database. Prior to MongoDB, she spent nine years at TIBCO Software, a multi-billion public software company, with three years as Executive Vice President and Chief Financial Officer. Ms. Carey also recently served on the board of directors of Bazaarvoice, a leader in social software and data analytics, and oversaw its acquisition by Marlin Equity Partners. Ms. Carey holds a bachelor s degree in economics from Stanford University, and is a passionate advocate for female leadership in finance/IT, as well as STEAM education. Russell D. Fradin Russell D. Fradin is a technology founder, executive and investor who has been working across the startup industry since 1996. Based in Silicon Valley, Mr. Fradin currently serves as Chairman of Dynamic Signal, a business he founded and ran as CEO for ten years, and Vice Chairman of Carbon Health. He previously served as a director for TubeMogul until 2016 and as a director for comScore until 2017. Prior to founding Dynamic Signal, Mr. Fradin was an early employee at the first online advertising network, Flycast Communications, which went public in the late 1990 s before being acquired by CMGI. Mr. Fradin was also a pre-launch executive at comScore and Wine.com, as well as the founder and CEO of Adify, which he sold to Cox Enterprises in 2008. Mr. Fradin is an active angel investor, working with companies including Chime, Carbon Health, Funzio (acquired), LiveRamp (acquired), Milo (acquired), Playdom (acquired), Smarterer (acquired), Snappy.tv (acquired), Stance, Trunkk Club (acquired) and Udemy. Mr. Fradin has served on two public boards, ten private boards and is also on the board of CoachArt, a non-profit in California. Mr. Fradin holds a B.S. in Economics from The Wharton School of the University of Pennsylvania. We believe that our management team is well positioned to identify attractive business combination opportunities with a compelling industry backdrop and an opportunity for transformational growth. Our objectives are to generate attractive returns for our shareholders and enhance value by improving the operational performance of the acquired company. With respect to the above, past experience or performance of our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of future performance. Our management team and their respective affiliates have been involved with a large number of public and private companies in addition to those identified above, not all of which have achieved similar performance levels. See Risk Factors Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. No member of our management team has any experience in operating special purpose acquisition companies. For a complete list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. 5 Table of Contents Our Forward Purchase Agreement and Committed Capital We believe our ability to complete our initial business combination will be enhanced by the certainty associated with entering into a forward purchase agreement with LEC V. Under the agreement, LEC V has agreed to purchase up to $50,000,000 of units, with each unit consisting of one Class A ordinary share and one-fourth of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of our initial business combination. The terms of the forward purchase shares and forward purchase warrants, respectively, will generally be identical to the terms of the Class A ordinary shares and the redeemable warrants included in the units being issued in this offering, except that the forward purchase securities will have certain registration rights, as described herein. We believe our committed capital will make us more attractive to a potential business combination target. Technology Companies and the Public Markets The software, Internet and technology sectors are beneficiaries of secular tailwinds. We believe that these favorable tailwinds, combined with superior business attributes, will propel these sectors to outperform well into the future, generating strong returns for investors. Organizations today operate in highly complex environments that are evolving at an increasing rate. Operational teams are being forced to do more with less and require tools to enable that. Software has become the solution to this problem and the backbone of every industry, transforming how organizations engage with customers and operate their businesses. Historical IT spend on software has increased substantially in recent years, growing 14.8% from 2018 to 2019. This is expected to continue, with a forecasted compound annual growth rate ( CAGR ) of 8.5% from 2019 2024 according to Gartner. Additionally, Software-as-a-Service ( SaaS ) (subscription, cloud-hosted software) is projected by Gartner to grow at a 12.9% CAGR from 2019 2024. We believe such strong underlying growth rates will translate to sustainable outperformance by software/SaaS businesses. The Gartner content described herein (the Gartner Content ) represent(s) research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. ( Gartner ), and are not representations of fact. Gartner Content speaks as of its original publication date (and not as of the date of this S-1), and the opinions expressed in the Gartner Content are subject to change without notice. The growth of the Internet is something everyone has witnessed first-hand, and a growing part of each day is spent utilizing the world wide web. Although the Internet has been around since the 1960s, access and use have increased significantly in recent years, with user counts growing from 361 million in 2000 to over 4.8 billion in 2020, according to a Broadband Search market report. The Internet has redefined the daily lives of individuals, 6 Table of Contents changing how goods, services and entertainment are distributed. Digital consumption has more than doubled since 2008 and has accelerated in the era of the COVID-19 pandemic. As individuals spend more time online, new business opportunities have emerged and all industries are adapting. Amidst these secular tailwinds, we recognize the transformation taking place in how private companies access the public markets. Recent volatility and uncertainty have added layers of friction to the traditional IPO process that already requires a meaningful commitment of resources and time. In conjunction, the number of high-quality companies that are ready for the public markets continues to grow through robust private investment and maintained innovation. This creates an environment where alternative options are being explored. We believe the accelerating adoption of alternative routes to the public markets combined with the inherently high quality of software and Internet businesses places our sponsor at a unique point of inflection on which we are determined to capitalize. Our Business Strategy and Investment Criteria Our business strategy consists of identifying and completing a business combination that can create meaningful value for our shareholders over time. We believe this can be achieved through identifying a high-quality technology company that fulfills our investment criteria as outlined below and using our operational expertise to drive sustainable value creation over time. We recognize that a balance of investing acumen, operating experience and networking capabilities are requirements to successfully execute a business combination. Considering the track record of Lead Edge, as well as the collective investment experience and operating experience of our management team and independent directors, we believe our team excels in each of these categories. As we leverage our competitive advantages to source and evaluate opportunities, we will apply Lead Edge s investment philosophy that compares a set of eight criteria, the Lead Edge 8 while a perfect eight criteria business is rare and trade-offs must be made, we will aim for our investments to fill five to seven of the Lead Edge 8: Capital Efficiency. We will look for businesses that have burned, in aggregate historically, less than $1 for every $1 of revenue. We believe this is one of the best approximations for the physical fitness of a business. Meaningful Revenue Traction. Lead Edge calibrates its investments around businesses that have achieved certain milestones in revenue and are thus definitionally past the stage of product market fit. We will apply this rationale to our prospecting in the context of the potential scale of our initial business combination. Meaningful Annual Growth. An attractive investment opportunity has a few years of sustained historical growth one in a row does not get us excited. We expect returns will be generated through growth as opposed to financial engineering and will place a premium on top-line performance. 7 Table of Contents High Gross Margins. Gross margins are an indicator of the value a company is supplying to its customers. Ultimately, these high gross margins have a stronger likelihood of scalability and potential for future net profits. Recurring Revenue. Good businesses have contractually or transactionally recurring revenue streams, which give predictability into future forecasting. High Retention. Retention measures the strength of a business s recurring revenue streams. A business with over 90% annual gross retention is best in class. Diversified Customer Base. We generally avoid businesses where more than 15% of revenue comes from one customer as this presents a risk that the business could be materially impaired by the loss of a single customer. Profitable/Breakeven. This goes hand-in-hand with capital efficiency and we understand there tends to be an inverse correlation between profitability and growth in the technology space. Prospecting and the Lead Edge Sourcing Engine As we consider the universe of prospects for our initial business combination, we view three buckets as our main areas of focus: (a) high-growth venture-backed businesses, (b) private equity-owned/operated businesses and (c) bootstrapped or under-the-radar businesses. We think the tools and workflows Lead Edge has developed over the years will ensure our exposure to buckets (a) and (c) while the networks and relationships of our management team and Lead Edge more broadly will uniquely position us for deals in bucket (b), which we think represents an exciting and under-penetrated corner of the target universe. Over the last decade, Lead Edge has built out a proprietary sourcing engine that includes a customized technology platform which aggregates data sources, formulaic workflows to drive throughput on top prospects and a database to track all ongoing and historical touch points. The Lead Edge sourcing engine represents a sophisticated competitive advantage to lead identification for our sponsor. The Lead Edge LP Network One of Lead Edge s key differentiators is its investor network. Rather than raising capital solely from institutions, Lead Edge raises its capital primarily from individuals. The vast majority of Lead Edge s LPs are experienced operating executives, entrepreneurs and industry personnel. Since inception, the Lead Edge LP base has grown from 80 individuals to over 500. Lead Edge has continued to expand this network with each subsequent fund, curating the quality of the pool while carefully considering three vectors of value: Geography: Lead Edge has LPs from across the top 50 metro-areas in the US, Europe and Asia, allowing for strong coverage. Functional Skillsets: Lead Edge possesses investors with varying operational backgrounds and expertise (e.g. CEO, CFO, CIO, CMO, sales and Board of Directors). Industry: Lead Edge has investors with operating backgrounds across many different industries. Lead Edge can facilitate a multitude of relevant introductions per year between companies and LPs to enable potential advisory engagements, recruiting assistance or business development. This resonates with entrepreneurs regardless of what sector in which they operate, and we view it as a meaningful competitive advantage for our sponsor. Our Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will also utilize our management team s operational and capital planning experience. 8 Table of Contents Each of our directors and officers will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Lead Edge and certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which Lead Edge or such officer or director is or will be required to present a business combination opportunity to such entity subject to his, her or its fiduciary duties under Cayman Islands law. As a result, if Lead Edge or any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to Lead Edge s or such officer s and director s fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Initial Business Combination So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of fair market value test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public shareholders with our analysis of our satisfaction of the 80% of fair market value test, as well as the basis for our determinations. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, Inc. ( FINRA ), or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of the fair market value test, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target 9 Table of Contents business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post- business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target business, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post- business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test. If the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of fair market value test. If the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001834974_lion_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001834974_lion_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001834974_lion_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001835205_ibere_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001835205_ibere_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4301679694a22b5cc2b58c43eddcedb46faa52f7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001835205_ibere_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 tm215210d3_s-1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on February 22, 2021. Registration No. 333-252863 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________ Ibere Pharmaceuticals (Exact name of registrant as specified in its charter) ___________________________ Cayman Islands 6770 98-1564986 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 2005 Market Street, Suite 2030 Philadelphia, PA 19103 (267) 765-3222 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) __________________________ Osagie Imasogie Chief Executive Officer c/o Ibere Pharmaceuticals 2005 Market Street, Suite 2030 Philadelphia, PA 19103 (267) 765-3222 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) __________________________ Copies to: Carmelo M. Gordian, Esq. Michelle D. Kwan, Esq. Cassandra V. Cuellar, Esq. Shearman & Sterling LLP 300 West 6th Street, Suite 2250 Austin, Texas 78701 (512) 647-1900 Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Richard Baumann, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 (212) 370-1300 __________________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer x Smaller reporting company x Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2) 11,500,000 Units $ 10.00 $ 115,000,000 $ 12,547 (5) Class A ordinary shares included as part of the units(3) 11,500,000 Shares — — — (4) Redeemable warrants included as part of the units(3) 5,750,000 Warrants — — — (4) Total $ 115,000,000 $ 12,547 (1)Estimated solely for the purpose of calculating the registration fee. (2)Includes 1,500,000 units, consisting of 1,500,000 Class A ordinary shares and 750,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover overallotments, if any. (3)Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions. (4)No fee pursuant to Rule 457(g) under the Securities Act. (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED February 22, 2021 PRELIMINARY PROSPECTUS $100,000,000 Ibere Pharmaceuticals 10,000,000 Units Ibere Pharmaceuticals is a blank check company incorporated as a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to herein as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described in this prospectus. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 1,500,000 units to cover overallotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares, or public shares, upon the completion of our initial business combination, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, PIPV Capital LLC, has agreed to purchase an aggregate of 4,075,000 warrants (or 4,375,000 warrants if the overallotment option is exercised in full) at a price of $1.00 per warrant ($4,075,000 in the aggregate, or $4,375,000 if the overallotment option is exercised in full), each exercisable to purchase one Class A ordinary share at a price of $11.50 per share, in a private placement that will close simultaneously with the closing of this offering. Our initial shareholders own an aggregate of 2,875,000 Class B ordinary shares (up to 375,000 shares of which are subject to forfeiture depending on the extent to which the underwriters overallotment option is exercised), which will automatically convert into Class A ordinary shares at the time of our initial business combination, subject to adjustment pursuant to certain anti-dilution rights, as described herein. Currently, there is no public market for our units, Class A ordinary shares or warrants. We have applied to list our units on the New York Stock Exchange ("NYSE") under the symbol "IBERU". We expect that our units will be listed on the NYSE on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Raymond James & Associates, Inc., the representatives of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on the NYSE under the symbols "IBER" and "IBERW," respectively. We are an "emerging growth company" and a "smaller reporting company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 26 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation to subscribe for any securities may be made to the public in the Cayman Islands. PER UNIT TOTAL Public offering price $ 10.00 $ 100,000,000 Underwriting discounts and commissions (1)(2) $ 0.55 $ 5,500,000 Proceeds, before expenses, to Ibere Pharmaceuticals $ 9.45 $ 94,500,000 (1)$0.20 per unit, or $2,000,000 in the aggregate (or $2,300,000 if the underwriters overallotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $3,500,000 (or $4,025,000 if the underwriters overallotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, as described in this prospectus. See the section of this prospectus entitled "Underwriting" for a description of compensation and other items of value payable to the underwriters. (2) At our request, the underwriters have agreed to reserve up to 230,000 of the units offered by this prospectus for sale to certain of our directors, officers and other parties associated with us, at the initial public offering price. We call this our Directed Unit Program. Sales in the Directed Unit Program will be made at our direction by Raymond James & Associates, Inc. We do not know if individual investors will choose to purchase all or any portion of these reserved units, but any purchases they do make will reduce the number of units available to other investors in the offering. Units sold in the Directed Unit Program will be subject to the same underwriting discounts and commissions as other units. Any reserved units not purchased in the Directed Unit Program will be offered by the underwriters to the general public on the same terms as the other units. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $100,000,000 or $115,000,000 if the underwriters overallotment option is exercised in full ($10.00 per unit in either case) will be deposited into a trust account located in the United States at Raymond James & Associates, Inc., with Continental Stock Transfer & Trust Company acting as trustee, and $2,075,000 will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Book-Running Manager Raymond James , 2021 TABLE OF CONTENTS Page SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001835539_olink_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001835539_olink_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..56033b28d38a783803a27ccf4b7c3494c3e91504
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001835539_olink_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in the ADSs. You should carefully read the entire prospectus, and the registration statement of which this prospectus is a part, including Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes, in each case included in this prospectus, before making an investment decision. Our Vision Our vision is to enable understanding of real-time human biology. Our Mission Our mission is to accelerate proteomics together. Overview Our purpose is to enable and accelerate the field of proteomics by providing a platform of products and services, developed with key opinion leaders (KOLs), that are deployed across major biopharmaceutical companies and leading clinical and academic institutions, to deepen the understanding of real-time human biology and drive 21st century healthcare through actionable and impactful science. Since our inception, we have served a customer base of almost 700 customer accounts in over 40 countries worldwide. We support 30 of the world s largest 40 biopharmaceutical companies by 2020 revenue, including all of the largest 20, and many leading academic institutions. Many of these customers have carefully vetted and validated our technology before adopting Olink as part of their drug development programs. Our platform has been used to generate close to 300 million protein biomarker target data points from approximately 2.4 million samples and its utility and value have been validated, as evidenced by use of our products in studies that have been published in approximately 560 peer-reviewed publications. We support our customers in understanding real-time human biology through proteomics by providing clarity on mechanistic biology and pathways that drive disease; by identifying novel and causal drug targets, which guides candidate drug development; by revealing predictive biomarkers for drug response, disease risk and outcomes, which identifies which patients have the potential to benefit the most from new therapies and treatments and by detecting and characterizing indicators of disease and health to manage patient wellness more proactively. Our products and services play a role in decoding the biology of almost all disease areas and are used most frequently in immunology, oncology, neurology, cardiovascular and metabolic diseases. Our current offering is based on our proprietary and patented Proximity Extension Assay (PEA) technology, which enables researchers to use one platform from discovery to clinical trials to diagnostic applications utilizing a significant, established infrastructure of labs and installed instrumentation. PEA comprises three product lines: Explore, Target, and Focus, each of which allows scientists to detect and quantify protein biomarker targets. Our library of protein biomarker targets is focused on circulating proteins with clinical utility, and we believe that it is among the world s largest extensively validated protein libraries. To achieve a consistently high assay performance for all biomarker targets in our library, our proprietary and comprehensive validation framework, which was developed with regulatory processes in mind, includes critical performance criteria such as specificity, sensitivity, dynamic range, scalability, lack of interference, reproducibility and precision. Our scalable high-throughput platform is differentiated from that of our competitors, as it is well-suited for a broad range of studies, from small to large scale, offering validated single-plex performance in a high-multiplex assay, designed to provide consistently high-quality data and address our customers needs across a broad range of applications. Hence, we believe the PEA platform is well positioned to support customers in the emerging high-throughput, high-plex proteomics use-cases and our customers utilize our platform for a variety of needs, from protein biomarker discovery in high-multiplex to clinical decision making. We anticipate that the first diagnostic protein signature for monitoring and disease progression in Multiple Sclerosis (MS) based on PEA will be commercialized by Octave Biosciences in the diagnostics market by the end of 2021. While our revenues and growth have historically been driven by the research market, we expect diagnostic applications of our platform will drive significant long-term growth. TABLE OF CONTENTS The information contained in this preliminary prospectus is not complete and may be changed. We or the selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we and the selling shareholders are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated July 12, 2021 PRELIMINARY PROSPECTUS 7,000,000 American Depositary Shares Representing 7,000,000 Common Shares The selling shareholders named in this prospectus, which include certain members of our board of directors, officers and employees, are offering all of the American Depositary Shares, or ADSs, of Olink Holding AB (publ) offered hereby and will receive all of the proceeds from this offering. We are not offering any ADSs under this prospectus and will not receive any proceeds from the sale of ADSs by the selling shareholders in this offering. Each ADS represents one of our common shares. Our ADSs are listed on The Nasdaq Global Market under the symbol OLK . The last reported sale price of our ADSs on The Nasdaq Global Market on July 9, 2021 was $35.40 per ADS. We are an emerging growth company as defined under U.S. federal securities laws and, as such, are subject to reduced public company reporting requirements for this prospectus and future filings. Knilo InvestCo AB, which is owned by several funds controlled by Summa Equity AB, currently owns 72% of our common shares and, following this offering, Knilo InvestCo AB will continue to be our controlling shareholder. We are a controlled company within the meaning of the corporate governance rules of The Nasdaq Global Market. See Management Controlled Company. Investing in the ADSs involves risks. See Risk Factors beginning on page 15 to read about factors you should consider before buying the ADSs. None of the Securities and Exchange Commission, the Swedish Financial Supervisory Authority or any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per ADS Total Public offering price $ $ Underwriting discounts(1) $ $ Proceeds, before expenses, to the selling shareholders $ $ (1) See the section titled Underwriting for a description of the compensation payable to the underwriters. To the extent that the underwriters sell more than 7,000,000 ADSs, the underwriters have the option to purchase up to an additional 1,050,000 ADSs from certain selling shareholders at the offering price to the public less the underwriting discount. The underwriters expect to deliver the ADSs against payment in New York, New York on , 2021. Goldman Sachs Morgan Stanley SVB Leerink BTIG Prospectus dated , 2021 TABLE OF CONTENTS PRESENTATION OF FINANCIAL INFORMATION We prepare our audited consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). None of our financial statements were prepared in accordance with generally accepted accounting principles in the United States. All references in this prospectus to $ are to U.S. dollars and all references to SEK are to Swedish Kronor. We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. Our historical consolidated financial statements present the consolidated results of operations of Successor and Predecessor and their wholly owned subsidiaries. Our audited consolidated financial statements included in this prospectus do not reflect the Restructuring (defined herein) or reverse share split approved by our shareholders on March 16, 2021. See Company and Share Restructuring for additional information. TABLE OF CONTENTS According to a Nature publication from 2015, only approximately 20% of patients responded well to the top 10 highest grossing prescription drugs, with as many as 80% of patients experiencing non-responsiveness to the drugs intended benefits. Further, only 13.8% of compounds used in clinical trials make it through the drug development process to market and, according to a publication in the Journal of Health Economics from 2016, the costs of drug development have risen from $1 billion to $2.6 billion over the past decade. 21st century healthcare, precision medicine, or personalized medicine, is an emerging practice of medicine that uses an individual s molecular phenotype profile to guide and inform diagnostic decisions and to improve prediction of disease outcome and risk, leading to better informed decisions regarding disease prevention and therapeutic interventions for each individual, with the goal to provide the right treatment to the right patient at the right time. Precision medicine has the potential to enable clinicians to predict the most appropriate course of action quickly, efficiently and accurately for individual patients, leading to improved outcomes for individual patients, as well as reduced costs and risks with shorter time to market for new drugs. Over the past decade, genomics has been at the forefront of 21st century healthcare. While progress has been made in the field of genomics, there is a large unmet need to add additional insights into the molecular phenotype, particularly with respect to the proteome and proteins, which are the direct drivers of all biological processes in the human body and dynamic, real-time differentiators between health and disease, including dynamics affected by lifestyle and environment. Because proteomics is vastly more complex than genomics, researchers rely on sophisticated technologies to deliver actionable insights to advance the field. Unfortunately, existing technologies, which have been around for quite some time, have a number of limitations, including lack of specificity, especially in high-multiplex assays, lack of sensitivity and lack of precision; limited dynamic range (which is the ability to reliably and simultaneously measure a wide range of concentrations); high sample consumption requirement; lack of scalability; low throughput; data complexity; and high cost. We believe that PEA has overcome these challenges, both from a technical perspective and cost perspective, and has the potential to move proteomics into a new paradigm. Circulating protein biomarkers in blood represent an easily accessible sample type that both the biopharmaceutical industry and healthcare systems use. There are well known biomarkers used in diagnostics today, such as C-reactive protein (CRP) and Prostate-specific antigen (PSA), that are clinically actionable in that they mirror the biological processes of inflammation or malignancies, respectively. However, the number of clinically established biomarkers still remains small while at the same time our appreciation of the complexity of diseases is increasing. Traditional disease classifications are increasingly being challenged and different sub-groups of disease endotypes that require different treatment strategies are continuously identified as diseases are being more molecularly defined. Hence, we believe this means that the need for new circulating biomarkers has never been greater and will require the ability to sample the dynamic plasma proteome in sufficient depth, breadth and specificity since most likely patterns or signatures of multiple proteins will be required to properly reflect the complexity of disease. As illustrated by Exhibit 1 below, the plasma proteome contains high-abundant classical plasma proteins as well as tissue leakage and low-abundant proteins such as interleukins and cytokines. Although proteins at all abundance levels provide valuable information, we believe that PEA s ability to provide granular insights into the many low-abundant circulating proteins will allow scientists to better identify novel and causal drug targets guiding candidate drug development. PEA has the potential to reveal predictive biomarkers for drug response, disease risk and outcomes, which may enable scientists to identify which patients have the potential to benefit the most from new therapies and treatments, and aid scientists in detecting and characterizing indicators of disease and health so that they can more proactively manage patient wellness. We believe that 21st century healthcare will be driven by clinically actionable, low-abundant circulating proteins mirroring biological processes in the human body and PEA will play an important role in that process. TABLE OF CONTENTS TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS i PRESENTATION OF FINANCIAL INFORMATION ii PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001835681_powerschoo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001835681_powerschoo_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001835681_powerschoo_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001835881_tailwind_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001835881_tailwind_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..95d86ee4ce2eee03f38affe2d92b3354ff87659a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001835881_tailwind_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Act are to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders refers to all of our shareholders immediately prior to the date of this prospectus, including all of our officers and directors to the extent they hold such shares; management or our management team are to our executive officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; sponsor are to Tailwind International Sponsor LLC, a Cayman Islands exempted limited liability company; Tailwind Acquisition Corp. are to Tailwind Acquisition Corp., a Delaware corporation and blank check company formed for substantially similar purposes as our company; and we, us, our, company or our company are to Tailwind International Acquisition Corp., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business TABLE OF CONTENTS combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We will seek to capitalize on the investment experience of our management team, which consists of technology entrepreneurs as well as technology-oriented investors with a shared vision of identifying and investing in international, especially European, technology growth companies. We are also deeply experienced in identifying omni-channel trends that we believe are even more important in a COVID and post-COVID world. We believe that the relationships that our management team maintains with leading technology company founders, executives of private and public companies, venture capitalists and growth equity fund managers in international markets especially Europe and its ability to identify and implement value creation initiatives, in particular via marketing optimization will give us a competitive advantage in pursuing a broad range of opportunities. Our team has been immersed in the same ecosystem as the current founders of private companies who are making decisions on how to build currency for future growth and monetization. While we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus our search within international consumer internet and other high-growth technology companies in international markets, with a focus on the European market. We intend to capitalize on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team s established relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments and has done so successfully in a number of sectors, particularly in digital consumer-facing businesses. Our Management Team, Board of Directors and Founders Pierre Denis is our Chief Executive Officer and will be appointed to serve as a member of our board of directors in connection with this offering. Since June 2020, Mr. Denis has served as Senior Advisor to the board of Coty Inc., a global beauty brand. From July 2012 to February 2020, Mr. Denis served as the Chief Executive Officer of Jimmy Choo Group Limited. During his tenure with Jimmy Choo, Mr. Denis helped establish the brand s strong presence in Asia as well as its digital capabilities. Previously, he gained extensive experience in the global fragrances, cosmetics and luxury fashion industries. Mr. Denis was the Managing Director for the John Galliano brand from 2008 to 2012. From 2006 to 2008, he served as the Managing Director at Christian Dior Couture in Europe, the Middle East, and India. From 2003 to 2006, he was the Managing Director of LVMH Perfumes and Cosmetics for Asia Pacific and assumed additional responsibility for Christian Dior Couture. During this time, he led the development of LVMH s Asia Center of Excellence for the Perfumes & Cosmetics division, paving the way for the company s robust perfumes, cosmetics, and skincare business in China. Mr. Denis joined LVMH s Perfumes & Cosmetics division in 1992 and became Asia Pacific Managing Director for Parfums Christian Dior in 1999. Mr. Denis is a graduate of ESSEC Business School, Paris. Nathalie Gaveau will be appointed to serve as our President and a member of our board of directors in connection with this offering. Since January 2020, Ms. Gaveau has served as Senior Advisor of BCG Digital Ventures, where she previously served as Managing Director and Partner. She is a Limited Partner of Lead Edge Capital, which she joined in 2015. She serves as non-executive director with Coca-Cola European Partners, a major fast-moving consumer goods company, and serves as a non-executive director at Calida AG, a premium sustainable brands holding based in Switzerland. Ms. Gaveau brings diverse international experience, including six years in the Asia-Pacific, and is an active technology early-stage investor in scalable marketplaces and digital platforms. From 2010 to 2019, Ms. Gaveau was the Founder and Chief Executive Officer of Shopcade, a trans-Atlantic fashion and lifestyle mobile shopping platform, which was acquired by Lagard re in 2017. From 2009 to 2010, she served as the Digital Business Development Director at TBWA London, and the Digital Director at TBWA Hong Kong from 2007 to 2009. From 2003 to 2007, Ms. Gaveau was Director of E-Business and CRM at Club Med Asia-Pacific. In 2000, she co-founded and served as Managing Director of PriceMinister.com, a leading online French marketplace for deals and second-hand trading in consumer goods, until 2003. In 2010, PriceMinister.com was sold to Rakuten for over $250 million. Ms. Gaveau started her career at Lazard as a mergers and acquisition financial analyst. She holds a Master of Business Administration from HEC School of Management. Constantin Eis is our Chief Financial Officer and will be appointed to serve as a member of our board of directors in connection with this offering. Mr. Eis has served as Chief Transformation Officer of LichtBlick, Germany s fifth largest energy company, since 2019. In 2013, Mr. Eis co-founded Casper Sleep Inc. (NYSE: TABLE OF CONTENTS CSPR) Europe, a direct-to-consumer company that went public in February 2020, and served as its global Managing Director from 2016 to 2019. From 2011 to 2016, Mr. Eis also served as Chief Financial Officer of Home 24, a Germany-based company engaged in online retail of furniture and home accessories that went public in 2020, and as a member of its board of directors from 2014 to 2016. Mr. Eis is a graduate of HHL Leipzig Graduate School of Management. Tommy Stadlen, a founder, will be appointed to serve as our Chairman and a member of our board of directors in connection with this offering. Mr. Stadlen is Co-Founder and General Partner at Giant Ventures, a global multi-stage venture capital firm which backs purpose-driven technology founders. Since 2017, Mr. Stadlen has been a Venture Partner at firstminute capital, a seed stage venture capital firm. He is also an advisor to the NYU Stern School of Business Center for Sustainable Business. Mr. Stadlen co-founded Swing Technologies, an imaging technology company, in 2014. In 2017 Swing joined Microsoft, where Mr. Stadlen held product management roles. Prior to Swing, Mr. Stadlen served as a strategy consultant at McKinsey, where he developed global experience across sectors advising leading companies and governments. Mr. Stadlen previously worked for President Obama on his 2008 presidential campaign. Mr. Stadlen has been recognized by the Financial Times as a top 50 Global Ally Executive and is a recipient of Entrepreneur Magazine's Best Companies in America Award. Mr. Stadlen is the best-selling co-author of Connect: How Companies Succeed by Engaging Radically with Society, written with former BP Chief Executive Officer Lord Browne. Mr. Stadlen is a regular contributor to media outlets, including the New York Times, Financial Times, CNBC, BBC and Bloomberg, where he appears as an expert on technology and sustainability. Mr. Stadlen graduated with a Bachelor of Arts and First Class honors from the University of Oxford and holds a Master of Science (Distinction) from the London School of Economics and Political Science. Matt Eby will be appointed to serve as a member of our board of directors in connection with this offering. Mr. Eby is the Founder and Managing Partner of Seawall Capital LLC ( Seawall Capital ), a private equity firm formed to invest in the consumer and other related sectors. At Seawall Capital, Mr. Eby is responsible for originating, underwriting and monitoring of investments and manages the daily activities of the firm. Prior to the founding of Seawall, Mr. Eby was the Co-Founder and Managing Partner of Tengram Capital Partners LP ( Tengram ). He currently serves as the Chairman of the board of directors of Kent Water Sports, El Cap Holdings and Lime Crime, and as a director of Algenist, Revive, and Cos Bar. In the past he has served as Chairman of Tengram former portfolio companies NEST Fragrances and DevaCurl. Prior to founding Tengram, Mr. Eby was the Chief Investment Officer of JAWS Estates Capital, the private investment office of Barry Sternlicht and the Sternlicht family, where he was responsible for investment and asset allocation decisions and recommendations across a broad spectrum of asset classes and investment strategies. While at JAWS Estates Capital, Mr. Eby led numerous transactions including investments in Palantir Technologies, Field & Stream, Ellen Tracy, Joe s Jeans, Caribbean Joe, and Carlos Falchi. In 2009, in his capacity as Chief Investment Officer of Jaws Estates Capital and on behalf of Starwood Capital Group, he led the initial public offering of Starwood Property Trust (NYSE: STWD), a mortgage REIT focused on commercial real estate properties. Prior to JAWS, he was an Associate at Morgan Stanley. Mr. Eby currently serves as Chief Financial Officer and director of Tailwind Acquisition Corp., a special purpose acquisition company (NYSE: TWND). Mr. Eby received a B.S. from the United States Naval Academy and an M.B.A. from Harvard Business School. Moujan Kazerani will be appointed to serve as a member of our board of directors in connection with this offering. Ms. Kazerani has been serving as a General Partner of Stibel Investments since co-founding it in 2010, and Bryant Stibel since co-founding it in 2015. Previously, Ms. Kazerani served as General Counsel, Chief Compliance Officer & Head of HR and Culture at Dunn & Bradstreet Credibility Corporation and later served as Leader of Global Corporate Strategy for D&B (NYSE: DNB). Prior to D&B, Ms. Kazerani served as General Counsel & Secretary at TrueCar, Inc. (NASDAQ: TRUE) and advised on the company s compensation and audit committees of the board. Ms. Kazerani started her career at Gibson, Dunn & Crutcher LLP where her practice included mergers & acquisitions, reorganizations, corporate securities and intellectual property and other general business law matters. Ms. Kazerani currently serves on the board of RingDNA, an enterprise sales acceleration engine and voice communications platform. She received her JD from UCLA School of Law and has her BA in Psychology from University of California at Berkeley. Alan Sheriff, a founder, has served as a member of our board of directors since November 2020. Mr. Sheriff co-founded Solebury Capital in 2005 and served as its Co-Chief Executive Officer from 2005 to 2020. Mr. Sheriff has also served as Vice Chairman of Corporate and Institutional Banking, PNC Financial Services Group TABLE OF CONTENTS since 2020. Under his guidance and leadership, Solebury Capital has become a premier independent equity capital advisory firm, known for bringing deep product expertise, market knowledge and unbiased advice to its clients. At Solebury Capital, Mr. Sheriff has personally worked on hundreds of initial public offerings ( IPOs ), follow-ons and block trades and has provided general capital markets counsel to financial sponsors such as Bain Capital, Ares Management, Apollo, American Securities, TH Lee, Freeman Spogli, TSG Consumer and many others. Mr. Sheriff has also worked directly with companies such as Nielson, Dunkin Brands, Canada Goose, BRP (Bombardier Recreational Products), Aramark, Black Knight Financial, Patheon, Planet Fitness and Casper Sleep. Prior to founding Solebury Capital, Mr. Sheriff held several senior-level positions at Credit Suisse First Boston, including serving as Co-Head of Equity Capital Markets for the Americas from 1999 to 2005. Mr. Sheriff also chaired Credit Suisse s Equity Valuation Committee from 1999 to 2005 and sat on the firm s Investment Banking Committee from 2001 to 2005. Mr. Sheriff began his career at Salomon Brothers where he worked from 1983 to 1992. Mr. Sheriff currently serves as director of Tailwind Acquisition Corp., a special purpose acquisition company (NYSE: TWND). Mr. Sheriff graduated from the University of Rochester in 1981 with a B.A. in Political Science, Magna Cum Laude, Phi Beta Kappa. He also received an MPA from Columbia University s School of International and Public Affairs. He is a member of The Council on Foreign Relations since 1999, the NationSwell Council since 2016 and the Travis Manion Foundation since 2018. Mr. Sheriff has also served on the board of PsychHub since 2019. Spencer Crawley will be appointed to serve as a member of our board of directors in connection with this offering. Mr. Crawley co-founded firstminute Capital, a venture capital firm with over $200 million assets under management ( AUM ) and backed by over 80 unicorn founders, in 2016 and continues to serve as its General Partner. Prior to founding firstminute Capital, Mr. Crawley worked in the Munich office and international business development sector of AppDirect, the cloud commerce platform-provider, in 2015. From 2012 to 2014, Mr. Crawley was part of the founding team and first hire at DMC Partners, a special opportunities fund spun out of Goldman Sachs. From 2010 to 2012, Mr. Crawley worked in the fixed income, currencies and commodities division at Goldman Sachs in Moscow. Mr. Crawley speaks fluent Russian and sits on the board of Generation Home, a U.K. digital mortgage lender launched in 2020, and Frontier, a U.S.-based platform connecting work-at-home jobseekers with employment opportunities. Mr. Crawley studied history at Exeter College in Oxford from 2006 to 2009, where he also received the Waugh scholarship, and holds a Master of Business Administration from INSEAD. Philip Krim, a founder, has served as Casper Sleep Inc. s (NYSE:CSPR) Chief Executive Officer and as a member of its board of directors since October 2013. Since founding the Company in 2013, Mr. Krim has led Casper through tremendous growth, growing revenue from $15 million in 2014 to over $440 million in 2019, and successfully took the company public in February 2020. Mr. Krim brought an innovative data-driven approach to marketing at Casper which enabled exponential growth and a competitive advantage. He is responsible for leading Casper s expansion into adjacent sleep related product areas and increasing the retail store footprint to over 50 stores across the US. Prior to that, Mr. Krim was the Chief Executive Officer of Vocalize Mobile, a mobile search advertising platform for small businesses, from January 2010 until July 2013, and the Chief Executive Officer of The Merrick Group from January 2003 until December 2009. Since 2016, Mr. Krim has also served on the Emerging Leadership Council of the 92nd Street Y. He serves as Chairman of Tailwind Acquisition Corp. (NYSE: TWND), a special purpose acquisition company which raised $334.2 million in aggregate capital in its initial public offering in September 2020. Since 2019, he also serves as a director of the Travis Manion Foundation and, also since 2019, he is a member of the Leadership Council of the Robin Hood Foundation. He received a B.B.A. in Marketing from McCombs School of Business at the University of Texas at Austin. Jeff Stibel, a founder, is a Founding Partner of Stibel & Co. and Bryant Stibel. Mr. Stibel was previously President & CEO of Web.com, Inc. (NASDAQ: WWWW) and The Dun & Bradstreet Credibility Corporation, Inc., and later served as D&B, Inc. (NYSE: DNB) Vice Chairman. He has also served as Chairman of LegalZoom, Inc., The Search Agency, Inc. and BrainGate, Inc. He has served on the board of directors of numerous public and private companies and various nonprofits, is a New York Times best-selling author of business and technology books and a columnist for the USA Today. Mr. Stibel serves on the Advisory Board of Tailwind Acquisition Corp. (NYSE: TWND) since September 2020. Mr. Stibel received his undergraduate degree in psychology, philosophy and cognitive science from Tufts University, and was the recipient of a Brain and Behavior Fellowship while studying for a PhD at Brown University. Mr. Stibel also spent time as a visiting fellow at MIT and received an honorary doctorate from Pepperdine University. TABLE OF CONTENTS With respect to the above, past experience or performance of our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of future performance. See Risk Factors Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. For a list of our management team and entities for which a conflict of interest may or does exist between our management team and the company, please refer to Management Conflicts of Interest. Our management team, sponsor, officers, directors and advisors may sponsor, form or participate in other blank check companies similar to ours, including Tailwind Acquisition Corp., during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our officers, directors and advisors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Our Mission Our mission is to provide growth capital, strategic expertise and a preferred path to a public listing for disruptive high-growth technology and direct-to-consumer companies in international markets with a focus on the European market. We support visionary founders and leadership teams building high-growth, next generation companies. Our goal is to supercharge momentum through a unique partnership that offers capital, advice, networks, and operational expertise. We believe international companies, especially European companies, at a certain stage in their development, will see material benefits from a liquidity event through a US public listing, including increasing brand and company awareness, developing a more liquid acquisition currency and diversifying funding sources and access to capital. An acquisition by a blank check company with a team that is well-known to, and respected by, technology and vertically focused company founders, their current third-party investors and their management teams, we believe, can provide a more transparent and efficient mechanism to bring a private technology company to the public markets. We think and act like builders and innovators and want to bring our experience to partner with an executive team that thinks like builders and innovators. Our Strategy and Target Industries We believe that we are well positioned to identify attractive initial business combination opportunities across the technology and direct-to-consumer sectors in international markets, especially Europe. Our goal is to acquire a target that we can help achieve significant organic growth and could serve as a platform for future add on acquisitions with the goal of becoming an integrated provider offering a broad range of products or services across the technology ecosystem. High-growth technology and direct-to-consumer companies that are successful at creating data-driven direct to consumer business models and addressing the significant consumer demand for more personalized experiences will reach significant financial scale and create shareholder value. With consumers spending more time online, brands can more easily control the entire customer journey from discovery to payment, often driving higher lifetime values. With transactions occurring online, there has been an explosion of data generated by consumers such as frequency of webpage visits, transaction size, viewed and saved items, checkout cart items, etc. As all this new data provides an opportunity for better targeting and marketing, many private companies have been raising significant private capital to deploy via marketing with the hopes of supercharging growth. However, many companies lack the marketing sophistication required to build a sustainable competitive moat with positive long-term unit economics. As our management team has seen, the best companies in these categories are able to efficiently acquire new customers and deliver a personalized experience which increases engagement and drives higher long-term retention. Key sub-sectors within the technology ecosystem that we believe are poised to experience rapid growth and could benefit from the experiences of our management team include, but are not limited to, telehealth, eSports and digital gaming/betting, eCommerce, digital health and wellness, agriculture and food technology, TABLE OF CONTENTS education technology, FinTech and digital currency, financial and insurance technology, real estate technology, space technology, electric vehicles and alternative energy, cyber security, fitness technology, technology enabled services, frontier technology, ESG and enterprise software companies, among others. The success or failure of companies that operate in these markets is largely driven by their ability to harness the power of data-driven marketing in an efficient manner. Tremendous market value has been created by these types of businesses over the last decade as entrepreneurs and investors have raced to build the next-generation of technology and direct-to-consumer internet brands. Despite the significant growth of the sector and the massive market opportunity, many international and European growth companies remain private with no clear timetable to become public, and they typically have access to less growth capital options than their peers in the US, leaving founders and investors with increasingly difficult fundraising decisions. In the interim, US investors are in search of a growing global presence. We believe that our European geographic focus will provide us opportunities to achieve outsized returns because there exists less competition to acquire a target and room for revenue multiple arbitrage generated from listing in European versus American stock exchanges. We believe there exists a set of these companies that with the right guidance and leadership could and should be US listed public companies. European growth tech companies are reaching scale but US capital hasn t caught up to providing sufficient capital needed for these businesses. Europe has a massive number of unicorns and is seeing an acceleration. In 2020, the number of European unicorns grew to 208, compared to 106 unicorns in 2016. However, a limited number of IPOs is creating a backlog of unicorns inaccessible to the public market. (Source: Atomico State of European Tech 2020 Report). This significant imbalance in the number of private companies and capital raised versus public companies is emblematic of a broken IPO market. With so much capital tied up in illiquid private markets, we believe there will be significant interest from European founders and investors in these categories to engage with our team to achieve a US public listing. Our founder-focused approach and capital markets expertise uniquely qualify us to bring international growth technology companies to US investors. COVID-19 has proven to be a catalyst for growth for our potential target universe, pulling forward digital consumer trends and adoption across several consumer categories. There are a number of businesses that have seen massive growth due in part to COVID-19 and they will need capital to effectively address the increased demand for their products and services. We aim to represent an attractive option to many of these companies as an efficient and strategic way to raise capital and reach the public markets quickly. Our management team has extensive experience building, advising and investing in companies operating in the same ecosystem as many of the companies in our target categories. We will leverage our embedded relationships and network of peers in the space to quickly engage with founders in our target universe. Our unique set of experiences building omni-channel business models and operations will be viewed as a strategic asset to founders in our target categories. For example, in 2014 our CEO, Mr. Denis, successfully led the public debut of Jimmy Choo, a global luxury brand, putting him in a unique position to advise other founders in the category looking to reach the public markets. Additionally, our management team has an extensive track record of building data-driven marketing organizations, which has resulted in significant growth in both revenue and shareholder value. Our experience building sustaining consumer internet brands and leading marketing teams uniquely positions us to help companies in the category achieve their long-term vision and outperform the competition. We aim to leverage our extensive expertise driving marketing innovation and revenue growth within leading public technology companies to help founders achieve long-term success and overcome any deterrents to becoming a public company. By leveraging our extensive operational experience and network, we believe we can provide significant benefits to potential targets and public market investors that can potentially lead to attractive long-term risk-adjusted returns in the public markets. We are deeply connected to European venture, tech and consumer ecosystem via founder-to-founder relationships. We have longstanding relationships with European founders and operators, top venture capital and growth equity funds, extensive dialogues with investment banks and specialist advisory firms and tenured links with major hedge funds and public investors. For example, a director nominee, Tommy Stadlen, is a Co-Founder of Giant Ventures, the global venture capital firm backing purpose driven technology founders and a Venture Partner at firstminute Capital, the London seed fund backed by 75 unicorn founders. We are positioned not only access opportunities but win deals as the preferred partner of founders. TABLE OF CONTENTS We believe there are significant opportunities in these industries to drive value creation, and the below themes will be general areas of focus: Traditional late-stage European growth equity targets looking for a liquidity event through a US public listing and valuable operating and marketing expertise; Business combinations (e.g. two competitors in similar segments) to achieve synergies from enhanced scale, liquidity and increased marketing efficiency; Verticalization of the target company through acquisitions (e.g. within downstream infrastructure and supply chain) to improve margins and intellectual property defensibility; Global consolidation (e.g. two companies in similar segments but different geographies) to achieve synergies from enhanced scale, liquidity and increased marketing efficiency; Special situations (e.g., spin outs, divestitures) with strong brands that have potential for operational improvement and future growth; Rapidly growing companies with opportunity to change large categories that resonates with US investors through a global, or rapidly developing global presence. Our Value Proposition and Differentiation We believe that our management team brings a unique set of operational skills and transaction experience that will be highly relevant for today s entrepreneur. We also believe that our management team s capital markets, mergers and acquisitions ( M&A ) and capital raising experience will be invaluable to a potential target as they look to ready themselves for a public debut. Extensive Operating Experience With Rare Skillsets: Our management team has extensive experience serving in leadership positions for high-growth public and private companies. The team boasts significant operational experience driving growth through innovative marketing techniques with Mr. Denis leading global expansion and operations for Jimmy Choo, John Galliano and Christian Dior Couture in Asia, Europe, and the Middle East. Mr. Eis previously served as Co-Founder and Global Managing Director of Casper Sleep where he led the company s global expansion to new markets outside of North America. This expertise will be highly valuable for identifying categories and companies with under-optimized marketing practices and rapidly scaling customer acquisition and lifetime value in various markets, as well as for potential targets to understand their own customers and acquiring them efficiently to unlock growth on a global scale. Significant Public Equity Capital Markets Experience: Our management team s best-practice know-how will contribute to the target company s success as a public company by providing guidance around (i) investor relations (ii) equity research (iii) introductions to long-only funds, among others. Mr. Denis has significant experience navigating the public markets leading Jimmy Choo 545.6 million ($877 million) IPO in 2014. Mr. Sheriff has personally worked on hundreds of IPOs, follow-ons and block trades at Solebury Capital and serves on the Board of Directors of Tailwind Acquisition Corp. (NYSE: TWND), which raised approximately $334 million in aggregate capital in its initial public offering in September 2020. Attractive Industry Dynamics For SPAC Success: In the current environment, there is growing investor demand for companies with (i) a direct relationship with their customers, (ii) ability to efficiently market to and grow their customer base and (iii) high-growth and clear path to profitability. Our target verticals are ripe for consolidation with few large-cap companies and thousands of sub-scale companies. Founder Friendly Platform For Growth: The team will bring to bear operational expertise and capital to accelerate the targets organic growth initiatives such as (i) optimization of marketing strategies (ii) operational improvements and (iii) new product development, among others. Our management team, has the experience and track record to successfully integrate add-on acquisitions, bringing private equity sponsor-like support, without running or controlling the business. Transaction Expertise With Access To Proprietary Deal Flow: Having operated and invested in high-growth technology and direct-to-consumer companies across their corporate life cycles, our management team has developed deep relationships with key large multi-national organizations and leading private & public equity investors including leading venture and growth investors in international markets, especially Europe. Our team has a strong track record of building proprietary deal flow and TABLE OF CONTENTS identifying and executing successful M&A transactions during tenures across Jimmy Choo, Giant Ventures, firstminute Capital, PNC Financial Services Group and Casper Sleep (NYSE:CSPR). Our reputation and relevant experience will likely make our company a preferred partner for potential targets. Business Combination Criteria and Sourcing Process We intend to leverage what we believe is a competitive advantage in sourcing potential targets that will materially benefit from our unique expertise and where we are best situated to augment the value of the business following the completion of the initial business combination. We believe our management team is well positioned to identify unique opportunities across the international, especially European, technology private company landscape. Our selection process will leverage our relationships with leading technology company founders, executives of private and public companies, venture capitalists and growth equity funds, in addition to the extensive industry and geographical reach of our management team, which we believe should provide us with a key competitive advantage in sourcing potential business combination targets. We also believe that our management team s reputation, experience and track record of making investments in the technology industry will make us a preferred partner for these potential targets. Given our profile and thematic approach, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, in particular founders of, and investors in, other private and public technology companies in our networks. We intend to focus our target sourcing efforts on assessing companies that we believe would benefit significantly from being publicly traded. Further, we believe that we are providing an interesting alternative investment opportunity that capitalizes on key trends impacting the capital markets for technology companies. Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We expect to conduct a comprehensive due diligence review which will include, among other things, management and employee meetings, review of financial information, facility inspection, and an extensive review of all other material target company information. We intend to use these criteria as guidelines in evaluating potential acquisition opportunities, but an acquisition may be executed even if it does not meet our guidelines. Acquisition Criteria When candidate companies are being evaluated, we expect to use the following, non-exclusive criteria for determining opportunities. Size: We intend to target entities whose enterprise value is in excess of $750 million, with a focus on founder-led, late stage growth equity opportunities in the high-growth technology and direct-to-consumer ecosystems with defensible market positions and who are seeking a liquidity event through a US public listing and valuable operating and marketing expertise. We believe these companies offer long term risk-adjusted return potential. Founder-Led Businesses Where We Have Strong Relationships: Strong, experienced management team that could benefit from our extensive networks and insights with a track record of driving growth and profitability. Founders that have a long-term vision for the future of their business and want to build a lasting company. Companies where we have a unique relationship and can engage directly with the founder(s), potentially without participating in an auction Large Addressable Markets Being Disrupted by Technology: We plan to identify high quality businesses run by exceptional teams pursuing large market opportunities and has a growth story that will resonate with US investors because of a global presence or soon to be global presence. Target companies positioned in industries that are ripe for disruption and technological advancements. Sectors at an inflection point, where technology and disruptors will be uniquely advantaged to capture market share and future growth. Scalable platform in a market ripe for horizontal and / or vertical consolidation Strong Growth And Attractive Margin Profile: Consistent organic revenue growth with scalable unit economics. Potential for future top line and margin expansion. Ability to generate attractive returns on capital and has a compelling use for capital to achieve their growth strategy. TABLE OF CONTENTS Opportunities Where Our Team Can Add Value: Sectors where management can benefit from our extensive networks and insights. Taking advantage of our connections in both the public and private markets in order to generate firm value and future growth. Leverage industry experience, financial acumen and network of management team to identify additional operational and marketing improvement opportunities. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. Our Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will also utilize our management team s operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Members of our management team will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including Tailwind Acquisition Corp., pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such officer s and director s fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, affiliates of our sponsor currently sponsor another blank check company, Tailwind Acquisition Corp., where Mr. Sheriff serves as a director and Mr. Eby serves as Chief Financial Officer and director on Tailwind Acquisition Corp. s board; therefore, Tailwind Acquisition Corp. may present an additional conflict of interest in pursuing an acquisition target. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association will provide that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We currently do not have any specific transaction under consideration with a target business with which to consummate our initial business combination. Our officers and directors have neither individually selected nor TABLE OF CONTENTS considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriter or other advisors. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Initial Business Combination So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. TABLE OF CONTENTS The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Corporate Information Our executive offices are located at 150 Greenwich Street, 29th Floor, New York, New York 10006, and our telephone number is (212) 266-0085. We maintain a corporate website at www.tailwindacquisition.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act, or the Exchange Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements, and, if their revenues are less than $100 million, not providing an independent registered public accounting firm attestation on internal control over financial reporting. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. TABLE OF CONTENTS The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 25,000,000 units (or 28,750,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one redeemable warrant. Proposed NYSE symbols Units: TWNI.U Class A ordinary shares: TWNI Warrants: TWNI WS Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Jefferies LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. TABLE OF CONTENTS Units: Number outstanding before this offering 0 Number outstanding after this offering 25,000,000(1) Ordinary shares: Number outstanding before this offering 7,187,500(2)(3) Number outstanding after this offering 31,250,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 6,466,666 Number of warrants to be outstanding after this offering and the sale of private placement warrants 14,799,999(1) Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case (1) Assumes no exercise of the underwriters over-allotment option. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. (3) Includes 937,500 founder shares that are subject to forfeiture. (4) Includes 25,000,000 public shares and 6,250,000 founder shares, assuming 937,500 founder shares have been forfeited. TABLE OF CONTENTS of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, and the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 TABLE OF CONTENTS business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A TABLE OF CONTENTS ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Shareholders Warrants ; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be TABLE OF CONTENTS exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Founder shares On December 15, 2020, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 7,187,500 Class B ordinary shares, par value $0.0001. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 937,500 founder shares are subject to forfeiture by the sponsor, depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (ii) to waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be TABLE OF CONTENTS entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares issued upon conversion will not have any redemption rights or be entitled to liquidating distributions if we do not consummate an initial business combination, at the time of our initial business combination or earlier at the option of TABLE OF CONTENTS the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 6,466,666 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($9,700,000 in the aggregate), in a private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants Redemption TABLE OF CONTENTS of warrants when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $8,750,000 (or $10,062,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account TABLE OF CONTENTS will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.5% per year, we estimate the interest earned on the trust account will be approximately $1,250,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $3,200,000 (or $2,450,000 if the underwriters over-allotment option is exercised in full) in working capital after the payment of approximately $1,500,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account TABLE OF CONTENTS unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public TABLE OF CONTENTS shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially TABLE OF CONTENTS anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share TABLE OF CONTENTS purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a general meeting to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. TABLE OF CONTENTS Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to TABLE OF CONTENTS pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). TABLE OF CONTENTS The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; TABLE OF CONTENTS Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in the amount of $10,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. TABLE OF CONTENTS Risks Summary of Risk Factors An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. The requirement that we consummate an initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. We may not be able to consummate an initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public float of our Class A ordinary shares or public warrants. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. TABLE OF CONTENTS NYSE may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. The other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001836190_queen-s_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001836190_queen-s_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8f808128324ed37ad6e2454cac8a7a59b377453b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001836190_queen-s_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, our, company or our company are to Queen s Gambit Growth Capital; Advisory Board are to our senior operating advisors, Betsy Atkins, Nelda Connors, Brad Jones and Hannah Jones; Agility are to Agility Public Warehousing Company K.S.C.P., an integrated logistics provider and owner and developer of industrial real estate in the Middle East and North Africa; amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Colle Capital are collectively to Colle Capital Partners I, LP, Colle Capital Partners II, LP and additional Colle branded entities, global, opportunistic, early stage technology venture funds founded by our Chief Executive Officer; Companies Law are to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time; equity-linked securities are to any securities of our company or any of our subsidiaries which are convertible into, or exchangeable or exercisable for, equity securities of our company or such subsidiary, including any private placement of equity or debt; founder shares are to our Class B ordinary shares initially purchased by, and issued to, our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion thereof at the time of our initial business combination as described herein; initial shareholders are to our sponsor and other holders who are the recipients of the founder shares (as transferred by the sponsor) prior to this offering (if any); Luxor are to affiliates of Luxor Capital Group, LP; management or our management team are to our officers and directors; ordinary resolution are to a resolution of the company adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter, and such resolution may not be effected by unanimous written resolution of the shareholders other than with respect to our Class B ordinary shares; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares, collectively; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities Being Registered Amount Being Registered Proposed Maximum Offering Price Per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one Class A Ordinary Shares, $0.0001 par value, and one-third of one warrant(2) 31,625,000 Units $ 10.00 $ 316,250,000 $ 34,503 Class A Ordinary Shares included as part of the units(3) 31,625,000 Shares (4) Warrants included as part of the units(3) 10,541,666 Warrants (4) Total $ 316,250,000 $ 34,503 (5) (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 4,125,000 units, consisting of 4,125,000 Class A Ordinary Shares and 1,375,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. (4) No fee pursuant to Rule 457(g) under the Securities Act of 1933, as amended. (5) $28,230 of the registration fee was previously paid. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder only exists with respect to such public shares; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), but specifically excludes all of our Class A ordinary shares that are issued upon conversion of our Class B ordinary shares; public warrants are to (1) the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in this offering or thereafter in the open market) and (2) any private placement warrants or warrants issued upon conversion of working capital loans, in each case, that are transferred to third parties that are not our sponsor or its permitted transferees after consummation of our initial business combination; special resolution are to a resolution of the company adopted by the affirmative vote of at least a two-thirds (2/3) majority (or such higher threshold as specified in the company's amended and restated memorandum and articles of association) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; sponsor are to Queen s Gambit Holdings LLC, a Delaware limited liability company, which is controlled by Victoria Grace and owned by members of our management and board, our Advisory Board, an affiliate of Agility and certain other individuals; and warrants are to our public warrants and private placement warrants, as well as any warrants issued upon conversion of working capital loans upon or following the consummation of our initial business combination, collectively. Each unit consists of one Class A ordinary share and one-third of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. All references in this prospectus to shares of the company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares, or as otherwise permitted by our amended and restated memorandum and articles of association, as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise its option to purchase additional units. Our Company We are a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to focus our search on a target business that provides solutions promoting sustainable development, economic growth and prosperity. Our founder, Victoria Grace, has formed a team of management, board members and Advisory Board members who each have decades of experience in one or several of the key areas that we believe are essential to successfully The information contained in this preliminary prospectus is not complete and may be changed. No securities may be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated January 14, 2021 PROSPECTUS $275,000,000 Queen s Gambit Growth Capital 27,500,000 Units Queen s Gambit Growth Capital is a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to focus our search on a target business that provides solutions promoting sustainable development, economic growth and prosperity. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants for cash once the warrants become exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriters a 45-day option to purchase up to an additional 4,125,000 units. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price described herein, payable in cash, subject to the limitations described herein. If we have not completed our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price described herein, payable in cash, subject to applicable law and as further described herein. Our sponsor, Queen s Gambit Holdings LLC, has committed to purchase an aggregate of 5,000,000 warrants (or 5,550,000 warrants if the option to purchase additional units is exercised in full) at a price of $1.50 per warrant ($7,500,000 in the aggregate, or $8,325,000 if the option to purchase additional units is exercised in full), each exercisable to purchase one whole Class A ordinary share at a price of $11.50 per share, in a private placement that will close simultaneously with the closing of this offering. Our initial shareholders own an aggregate of 7,906,250 Class B ordinary shares (up to 1,031,250 of which are subject to forfeiture depending on the extent to which the underwriters option to purchase additional units is exercised). The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to adjustment and forfeiture as provided herein. identifying and partnering with the right company for a business combination. Our team includes business executives, professional investors, entrepreneurs and public company board members with a wide range of relevant experience founding, growing and leading companies, including significant experience working with private companies to prepare them to successfully execute an initial public offering. Our team has an extensive track record and broad relationships in industry, governmental and non-governmental organizations and the investment community. We believe our 100% female management team and board provide a differentiated network and perspective that strongly positions us to identify, source, negotiate, structure and execute a business combination with an attractive acquisition target. Our sponsor, Queen s Gambit Holdings LLC, is controlled by Ms. Grace and owned by members of our management team and board, our Advisory Board, an affiliate of Agility and certain other individuals. Ms. Grace founded Colle Capital Partners I, LP in December 2015 and through Colle Capital has made investments in a diverse portfolio of 48 companies across the logistics, healthcare, financial technology, marketplace and emerging technology sectors. Colle Capital primarily invests in technical teams disrupting industries or creating their own marketable technological solutions to industry challenges. Colle Capital works with entrepreneurs to streamline operations, capitalize on opportunities and forge new business models, utilizing its global reach and strategic partnerships to help companies grow. Colle Capital has a longstanding commitment to diversity; 44% of Colle Capital s portfolio companies have diverse founders. We believe diversity provides a differentiated approach that can create opportunities for outsized investor returns. Agility, one of the world s top logistics providers, is one of the owners of our sponsor and is a leader and investor in technology to enhance supply chain efficiency, as well as a pioneer in emerging markets. Agility operates in over 100 countries and has 26,000 employees as of year-end 2019. Colle Capital and Agility are long-standing partners and have invested together in numerous companies, including Hyliion Inc. (NYSE: HYLN) ( Hyliion ). Colle Capital led Hyliion s pre-Series A round of financing and facilitated the introduction to Agility, who signed a pre-launch sales agreement for Hyliion s Hypertruck ERX system. Agility brings unique capabilities to our sponsor, including its strategic partnership, investment capital, roster of 60,000+ global customers and the full support of its corporate venture team, Agility Ventures. We intend to leverage the investment professionals on the Agility Ventures team for target evaluation and due diligence. Management and Board of Directors Victoria Grace, our Chief Executive Officer and a member of our board of directors, is a founding partner of Colle Capital Partners I, LP, an opportunistic, early stage technology venture fund. Prior to founding Colle Capital, Ms. Grace was a partner at Wall Street Technology Partners LP, a mid-stage technology fund, from November 2000 to February 2014, and a director of Dresdner Kleinwort Wasserstein Private Equity Group from November 2000 to October 2004. In addition, Ms. Grace co-founded, co-managed and served as President of Work It, Mom! LLC, a network site for professional moms with an advertising revenue model from 2007 until its merger with another content company in 2012. She also serves on the board of directors of VNV Global Ltd., an investment company with a focus on companies with network effects. Ms. Grace has worked with, and made investments in a broad range of companies, including enterprise software, wireless technologies, medical devices, health IT, FinTech, hardware, virtual reality and D2C retail companies. Notable investments that Ms. Grace either led or worked closely with include Apriso (acquired by Dassault Systemes), AZA Group (formerly BitPesa Ltd.), Lon, Inc. (d/b/a Bread) (acquired by Alliance Data Systems Operations), CargoX Ltd., Concourse Global Enrollment, Inc., Health Platforms Inc. (Doctor.com) (acquired by Press Ganey Associates LLC), EnsoData Inc., Hyliion Inc. (NYSE: HYLN), Maven Clinic Co., MaxBone, Inc., MetaStorm Inc. (acquired by OpenText Corporation), Netki, Inc., Numan, Parkside Securities, Inc., QMerit, Inc., Radar, Sensydia Corporation, Skopenow, Inc., Swiftmile, Inc., Syft (acquired by Recruit Holdings Co Ltd., owner of indeed.co.uk) and Vergent Bioscience, Inc. Ms. Grace received her Bachelor of Arts in economics and biochemistry from Washington University in St. Louis in 1997. Anastasia Nyrkovskaya, our Chief Financial Officer, is currently the Chief Financial Officer of Fortune Media (USA) Corporation ( Fortune Media ), which she joined in April 2019, where she leads all aspects of finance and accounting, board relations, corporate development and multiple new initiatives, including a post-acquisition transition. Prior to joining Fortune Media, she served as Chief Financial Officer and Treasurer of Birchbox Inc., from July 2018 to February 2019, where she oversaw finance and accounting, business intelligence and human resources, and the Chief Financial Officer of XpresSpa Group, Inc. (NASDAQ: XSPA) from May 2013 to August 2018, where she led finance and accounting functions, including SEC reporting and debt raises in the public Affiliates of Agility Public Warehousing Company K.S.C.P. ( Agility ) and Luxor Capital Group, LP ( Luxor ) have indicated that they each intend to purchase up to 9.9% of the units in this offering. However, because indications of interest are not binding agreements or commitments to purchase, such parties may determine not to purchase any such units, or to purchase fewer units than they have indicated an interest in purchasing. The underwriters will not receive any underwriting discounts or commissions on the units purchased by these parties. Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on the NASDAQ Capital Market (the NASDAQ ) under the symbol GMBTU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NASDAQ. We expect the Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Barclays Capital Inc. informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ), containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on the NASDAQ under the symbols GMBT and GMBTW, respectively. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 39. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. Per Unit Total Price to the public $ 10.00 $ 275,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 15,125,000 Proceeds to us (before expenses) $ 9.45 $ 259,875,000 (1) Includes $0.35 per unit, or $9,625,000 (or $11,068,750 if the underwriters option to purchase additional units is exercised in full), payable to the underwriters for deferred underwriting discounts and commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the completion of an initial business combination, as described in this prospectus. See the section of this prospectus entitled Underwriting for a description of compensation and other items of value payable to the underwriters. (2) Affiliates of Agility Public Warehousing Company K.S.C.P. ( Agility ) and Luxor Capital Group, LP ( Luxor ) have indicated that they each intend to purchase up to 9.9% of the units in this offering. However, because indications of interest are not binding agreements or commitments to purchase, such parties may determine not to purchase any such units, or to purchase fewer units than they have indicated an interest in purchasing. The underwriters will not receive any underwriting discounts or commissions on the units purchased by these parties. markets. Prior to these roles, Mrs. Nyrkovskaya served as Vice President and Assistant Global Controller and Vice President, Corporate Finance and Business Development at NBCUniversal Media, LLC ( NBCUniversal ) from November 2006 to May 2013. While at NBCUniversal, she was the accounting and finance lead on numerous M&A transactions, including the original formation of HULU, LLC, as well as the acquisitions of The Weather Channel and Oxygen Network, among others. Mrs. Nyrkovskaya started her career in Audit followed by Transaction Services at KPMG, LLP where she worked from September 1998 to November 2006. We will also draw on the experience of our other board members: Jennifer Barbetta, one of our independent director nominees, is the Chief Operating Officer and Senior Managing Director at Starwood Capital Group, a private investment firm with a primary focus on global real estate. Additionally, Ms. Barbetta currently serves on the board of directors of Artisan Partners Asset Management Inc. and is a member of its Nominating and Corporate Governance Committee. Prior to joining Starwood Capital Group in 2019, Ms. Barbetta was a Partner and Managing Director at Goldman Sachs. While at Goldman Sachs from 1995 to 2019, Ms. Barbetta served in a variety of leadership roles, including as Chief Operating Officer and Global Head of Strategic Client Services of Goldman Sachs Asset Management from 2011 to 2016 and Chief Operating Officer of the Alternative Investments and Manager Selection business where she worked from 1997 to 2011. Ms. Barbetta currently serves on the Dean s Advisory Council for the Villanova School of Business as of 2018 and the Emeritus Board of the Point Foundation as of 2017. Ms. Barbetta received a Bachelor of Science in Finance from Villanova University. Cheryl Martin, Ph.D, one of our independent director nominees, is the Founder and Principal of Harwich Partners, LLC, a consulting firm that works with public and private sector entities to design and implement solutions for complex problems, especially those related to energy, sustainability and technology adoption. From March 2016 to November 2018, Dr. Martin was a member of the Managing Board of the World Economic Forum in Geneva, Switzerland, where she was responsible for a range of industry and innovation initiatives. Prior to this, Dr. Martin served as Acting Director of the U.S. Department of Energy s Advanced Research Projects Agency Energy ( ARPA-E ) from 2013 to 2014. Dr. Martin additionally served as the Deputy Director for Commercialization at ARPA-E from August 2011 to March 2015, where she led the Technology-to-Market program, which helps breakthrough energy technologies succeed in the marketplace. Prior to joining ARPA-E, Dr. Martin was an Executive in Residence with Kleiner Perkins Caufield and Byers, a venture capital firm based in California from January 2010 to August 2011 and served as the interim Chief Executive Officer of Renmatix, a start-up company focused on renewable materials from March 2010 to August 2010. Dr. Martin also spent 20 years with Rohm and Haas Company, starting her career as a Senior Scientist for the Plastics Additive business and later in the Plastics Additive and Coatings businesses. In 2000, Dr. Martin was named Director, Investor Relations of Rohm and Haas Company, and later Director, Financial Planning. From 2005 to 2009, Dr. Martin was named General Manager of Rohm and Haas Company s Adhesives and Sealants business in North America and was elected as Corporate Vice President as well as the General Manager for the Paint and Coatings Materials business in Europe, Middle East and Africa. Dr. Martin currently serves as Chair of the board of directors of Sound Agriculture Company as of May 2020. Dr. Martin additionally served as a member of the board of directors of Enbala Power Networks from March 2016 until its acquisition by Generac Power System in October 2020. Dr. Martin currently serves as a member of several non-profit boards of directors, including Philabundance, the greater Philadelphia region s largest hunger relief organization, rejoining the board in September 2020 after prior board service from 2010 to 2016 as well as Clean Energy Trust and Elemental Excelerator. Dr. Martin earned a Bachelor of Arts in chemistry from the College of the Holy Cross, where she is currently a Trustee, and a Ph.D. in organic chemistry from the Massachusetts Institute of Technology ( MIT ). Jill Putman, one of our independent director nominees, is the Chief Financial Officer at Jamf Holding Corp. ( Jamf ) (NASDAQ: JAMF), a comprehensive enterprise management software of the Apple platform. Prior to joining Jamf in 2014, Ms. Putman served as Chief Financial Officer of Kroll Ontrack, a private-equity owned e-discovery firm from July 2011 to May 2014. Prior to her role at Kroll Ontrack, Inc., Ms. Putman was the Divisional Chief Financial Officer and Vice President of Finance at Lifetouch Inc. from 2010 to 2011, where she was responsible for driving strategic planning, controlling and reporting of financial reports, financial planning and analysis and policy development. Ms. Putman also served as Vice President of Finance at McAfee Corp. from 2008 to 2009, and Vice President of Global Finance and Treasurer of Secure Computing Corporation from 1997 until its acquisition by McAfee Corp. in 2008. Prior to joining Secure Computing Corporation, Ms. Putman held several Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $275.0 million, or $316.3 million if the underwriters option to purchase additional units is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Book Running Manager: Barclays Co-Managers: R. Seelaus & Co., LLC Siebert William Shank & Co. LLC Prospectus dated , 2021. finance positions at Target Corp. (Dayton Hudson Corporation) from 1993 to 1997. Ms. Putman additionally served as an auditor at KPMG LLP, serving in its audit practice, from 1990 to 1993. Jeannine Sargent, one of our independent director nominees, currently serves in investment and advisory roles that are focused on industries ranging from AI-enabled solutions to energy and sustainability, including serving as an Advisor at Breakthrough Energy Ventures as of December 2018, Senior Advisor at Generation Investment Management LLP as of November 2017 and Operating Partner and Senior Advisor at Katalyst Ventures Management LLC, an early-stage technology venture fund as of January 2018. Formerly, she was an EIR/Venture Advisor at Crosslink Capital from 2010 to 2012. From January 2012 to October 2017, Ms. Sargent held multiple leadership roles at Flex Ltd., a leading contract design, engineering and manufacturing company, including President of Innovation and New Ventures and President of Flex s Energy business. Prior to joining Flex Ltd., Ms. Sargent served as Chief Executive Officer at Oerlikon Solar AG, a thin-film silicon solar photovoltaic module manufacturer, from 2007 to 2010 and Chief Executive Officer of Voyan Technology, an embedded systems software provider from 1996 to 2001. Additionally, Ms. Sargent served as Executive Vice President and General Manager at Veeco from 2004 to 2007. Ms. Sargent currently serves on the board of directors of Synopsys Inc., an electronic design automation company that focuses on silicon design and verification, silicon intellectual property and software security and quality since September 2020, Fortive Corporation since February 2019 and Proterra Inc. since October 2018; as well as a member of the board of trustees of Northeastern University since July 2017. Ms. Sargent previously served as a member of the board of directors at Cypress Semiconductor Corporation from December 2017 to May 2020. Lone Fonss Schroder, one of our independent director nominees, currently serves as the Chief Executive Officer at Concordium AG, the world s first blockchain with protocol-level identity mechanism, as of February 2019. Ms. Fonss Schroder currently sits on the boards of directors of IKEA Group, Volvo Car Group, Aker Group (comprised of Akastor ASA and Aker Solutions ASA which merged with Kvaerner ASA in November 2020), the CSL Group Inc. and Geely Sweden Holdings. She previously served as Chairman of Saxo Bank A/S from 2014 to 2018, Audit Committee Chairman of Valmet Oy from 2014 to 2018, a member of the Credit & Audit Committee of Handelsbanken AB from 2009 to 2014, a member of the Audit Committee of Vattenfall AB from 2005 to 2012 and a member of the Audit Committee of Yara ASD from 2006 to 2011. Ms. Fonss Schroder co-founded the fintech company Cashworks, Inc. in 2016, and formerly served as President and Chief Executive Officer of Wallenius Lines from 2005 to 2010. Additionally, Ms. Fonss Schroder spent 22 years at A.P. Moller Maersk, where she held several senior management positions, and founded Maersk Procurement and Star Air where she was responsible for the Car Carriers and Bulk division. She was also a Senior Advisor for Credit Suisse from 2014 to 2018 and a former partner of CMC Biologics A/S (which was acquired by AGC Biologics, Inc. in 2016). Ms. Fonss Schroder received a Masters of Science in Law from the University of Copenhagen in 1987 and a Masters of Science in Economics from the Copenhagen Business School in 1984. Elizabeth K. Weymouth, one of our independent director nominees, is the Founder, Managing Partner and Chair of the Investment Committee at Grafine Partners, LP, a boutique alternative asset management firm. Prior to founding Grafine Partners, LP in 2018, Ms. Weymouth served as a Partner at Riverstone Holdings LLC, a private investment firm focused on growth capital investments in the energy industry, from 2007 to 2017, where Ms. Weymouth helped to institutionalize the firm and secured $27 billion of capital from global sources. Before joining Riverstone Holdings LLC, Ms. Weymouth was at J.P. Morgan serving in a variety of roles from 1994 to 2007, including serving as Managing Director at J.P. Morgan Private Bank and Head of Investments for the U.S. Northeast region, as well as serving on the Global Investment Leadership Team and Fiduciary Oversight Committee. Ms. Weymouth additionally served as a member of the firm s Senior Women s Leadership Forum and Mentoring Committee. Earlier in her career, Ms. Weymouth worked in London for Willis Corroon, PLC as an Associate in the Oil and Gas Division, negotiating insurance coverage for Fortune 50 energy companies with underwriters. Ms. Weymouth additionally served as Chair of the board of trustees of the University of Virginia Darden School of Business from 2016 to 2019, where she served as the first female chair in their history. None of our officers or directors have served as a sponsor, director or officer of any blank check companies or special purpose acquisition companies in the past. Advisory Board In addition to our management team and board of directors, we have assembled a highly differentiated Advisory Board of accomplished founders and operators that we believe will help position us as a preferred partner for potential business combination targets. The members of our Advisory Board will assist our management team with sourcing and evaluating business opportunities and devising plans and strategies to optimize any business that we acquire following the consummation of this offering. However, unlike our management team, our senior operating advisors will not be responsible for managing our day-to-day affairs and have no authority to engage in substantive discussions with potential business combination targets on our behalf. Our senior operating advisors are neither paid nor reimbursed for any out-of-pocket expenses. Betsy Atkins, one of our senior operating advisors, is a serial entrepreneur and the Chief Executive Officer and founder of Baja Corporation, an early stage venture capital firm focused on software, technology, energy and healthcare. Ms. Atkins has co-founded enterprise software companies in multiple industries including energy, healthcare and networking. Ms. Atkins is an expert at scaling companies through their hypergrowth and leading them to successful initial public offerings and acquisitions, including serving as the Chair and Chief Executive Officer of Clear Standards, Inc. the SaaS energy management and sustainability reporting company, from 2009 until 2010, during its acquisition by SAP AG (NYSE: SAP) ("SAP"). Ms. Atkins also co-founded Ascend Communications Inc., a Nasdaq listed company acquired by Lucent-Alcatal Technologies Inc. for $20 billion in 1999. At Baja Corporation, Ms. Atkins has built three early-stage funds investing in enterprise, software, healthcare and energy. Ms. Atkins is a corporate governance expert with an eye for making boards a competitive asset, currently serving on the boards of directors of Wynn Resorts Ltd. (NASDAQ: WYNN), Jamf Holding Corp. (NASDAQ: JAMF), Volvo Car Group and SL Green Realty Corp. (NYSE: SLG). Ms. Atkins's corporate board experience is vast and covers multiple industries including technology, healthcare, hospitality, auto, CPG, manufacturing and logistics. Ms. Atkins' most recent previous directorships include Chairman SAP from 2010 to 2017, and member of the board of directors of Cognizant Technology Solutions Corporation (NASDAQ: CTSH) from 2017 to 2018, Covetrus, Inc. (NASDAQ: CVET) and its predecessor, Vets First Choice, a pharmaceutical company, from 2016 until 2019, HD Supply Holdings, Inc. (NASDAQ: HDS) from 2013 to 2018, in addition to serving as a member of the supervisory board of Schneider Electric (EPA: SU) from 2011 to 2019. Ms. Atkin's expertise is emphasized by her third published book Be Board Ready: The Secrets to Landing a Board Seat and Being a Great Director. Ms. Atkins brings an operational perspective to corporate governance which focuses on taking friction out of the consumer experience, leveraging broad contemporary knowledge of digital technology to reduce costs and driving efficiency and productivity using AI machine learning analytics to streamline processes, and additionally brings a lens of ESG thought leadership and expertise on operationalizing ESG. Ms. Atkins received her degree from the University of Massachusetts, Amherst. Nelda J. Connors, one of our senior operating advisors, was the President and Chief Executive Officer of Tyco International s Electrical and Metal Products division, from 2008 to 2011. She took Tyco International s Electrical and Metal Products public in 2016 and renamed it to Atkore International (NYSE: ATKR). Prior to that, she was a Senior Executive at Eaton Corporation for six years and Ford Motor Company for four years. Ms. Connors is currently Chairwoman and Chief Executive Officer of Pine Grove Holdings, LLC, a privately-held investment company focused on acquiring small-to-mid-sized businesses with a high engineering component. These investments are primarily focused in power generation, specialty logistics and transportation, SAAS and advanced materials. Ms. Connors brings more than 25 years of technical and operating experience in diversified industrials as an original equipment manufacturer, supplier and distributor. Her recognized expertise has earned her a place on the board of directors of various companies, including Baker Hughes Company, Boston Scientific Corporation and EnerSys Corporation. Ms. Connors has also been appointed an independent outside advisor for the board of directors of Nissan North America Inc. Previously, she served on the boards of directors of Delphi Technologies PLC, Case New Holland Industrial N.V., Echo Global Logistics, Inc., Blount International Inc., Clarcor Corporation, Vesuvius plc, and as a Class B Director of the Federal Reserve Bank of Chicago. Ms. Connors has also served on the Independent Takata Quality Assurance Panel for Takata Corporation. Currently, she serves as a board director for the Robert F. Kennedy Human Rights Foundation and Xavier University of Louisiana. Her awards and recognition include Most Influential Corporate Directors of Women, Inc., Savoy in its Power 300 Most Influential Black Corporate Directors and Black Enterprise Top 75 Powerful Women in Business. Additionally, Chicago United recognized her as one of its Business Leaders of Color, C200 moderator for Beyond the Glass Ceiling, awarded Rotary International Japan Fellow. G. Bradford Jones, one of our senior operating advisors, is a venture capital and real estate investor, a Founding Partner and Advisory Partner of Redpoint Ventures, a venture capital firm focused on investments in seed, early and growth-stage companies, which he co-founded in 1999, and a Venture Partner at Colle Capital Partners I, LP. Mr. Jones has additionally been a Partner of TopTier Wines since 2017. Prior to founding Redpoint Ventures in 1999, Mr. Jones was a General Partner with Brentwood Venture Capital from 1981 to 2020. Mr. Jones has served on the boards of directors of ten public companies funded by Brentwood Venture Capital and Redpoint Ventures, and currently serves on the board of directors of one privately held company as well as on the board of directors of Stamps.com (NASDAQ: STMP). Hannah Jones, one of our senior operating advisors, is the Founder and President of Nike Valiant Labs, Nike, Inc. s new business incubator, where she leads a team of entrepreneurs who channel the company s startup roots to build and pilot new businesses that serve the unmet needs of existing and future customers. Prior to founding Nike Valiant Labs in 2018, Ms. Jones served in several roles at Nike, Inc., including as Chief Sustainability Officer and Vice President of the Innovation Accelerator from 2014 to 2018, as Vice President of Sustainable Business and Innovation from 2012 to 2014, as Vice President of Corporate Responsibility and Labor Compliance from 2004 to 2012 and as Director of Corporate Responsibility, Europe, Middle East and Africa from 1998 to 2004. Before her positions at Nike, Inc., Ms. Jones was a Senior Consultant for FleishmanHillard for Microsoft Corporation from 1992 to 1995. Ms. Jones previously served as a member of the board of directors of People Against Dirty Holdings Limited (Method Soap & Ecover) from 2014 until its acquisition by S.C. Johnson & Son, Inc. in 2017. Ms. Jones currently serves as a Sustainability Advisory Board Member to UCB SA/NV. Past performance of our management team, board, Advisory Board, Agility and Colle Capital is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical record of our management team, board, Advisory Board, Agility or Colle Capital or any related investment s performance as indicative of our future performance. Business Strategy Our business strategy is to identify and complete an initial business combination that generates attractive returns and long-term value for our shareholders. We will seek opportunities where we feel we have a competitive advantage and are best situated to enhance the value of the target after completion of the business combination. We believe our uniquely-structured, female-led management team, board and Advisory Board, combined with the strategic partners affiliated with our sponsor, will allow us to effectively and efficiently identify, evaluate and execute a business combination with a potential target. In addition, we will leverage the networks of Colle Capital and Agility to expand our sourcing capability. Colle Capital s early-stage private venture capital strategy could be a further source of targets for our business combination to the extent that certain investment opportunities it reviews may not be appropriate for its existing funds and strategy, but may be more suitable for a combination with us. Agility has global relationships with companies and technologies that touch the supply chain and fit within our investment criteria, including: ecommerce enablement, sustainable supply chain, artificial intelligence, big data, blockchain, valuation and technology interests. Although we may pursue an initial business combination with any business in any industry, we intend to focus our search for a target business that provides solutions promoting sustainable development, economic growth and prosperity. We have identified several sectors of potential interest, including clean energy, healthcare, financial technology, industrials, mobility and emerging technology. There is a growing focus on environmental, social and governance ( ESG ) principles and practices amongst both institutional and retail investors. We believe public market investors have significant appetite for companies and technologies that are driving changes towards a greener planet, greater financial inclusion and wider access to healthcare. Concurrently, there is a large universe of private companies that are creating technologies and opportunities that can drive these changes, and these companies and society will benefit greatly from access to public markets and collaboration with our team and strategic partners. Based on the diverse set of relationships of our management team, board, Advisory Board and sponsor, we have identified several likely industries where we expect these companies exist. While the areas set forth below are representative of our primary areas of focus, this is by no means an exhaustive list. Clean Energy: As renewable energy sources continue to become a larger part of the energy mix, we anticipate significant opportunities arising in grid-scale energy production, storage and distribution, bioenergy technologies, photovoltaics and solar thermal energy production and renewable fuel infrastructure and production. Emerging Technology: There are new and rapidly developing technologies with wide applications and potential disruptions across a range of industries, such as sustainable AI, blockchain, deep learning and automation, agriculture and protein technology that we believe present tremendous opportunity. Mobility: We believe the increased public and regulatory pressure to transition from internal combustion engines toward significantly reduced emissions as well as electric, hydrogen and zero emissions vehicles creates attractive opportunities in electric and autonomous vehicles, last mile delivery, logistics optimization, booking platforms, vehicle charging/fueling infrastructure and similar innovations required for low/zero emissions mobility. Financial Technology ( FinTech ): There are several emerging applications of financial technology that we find attractive, including data management platforms, payment processing, authentication / security technologies and SME/personal finance and lending. Healthcare: We believe that technology advancements alongside increased overall healthcare spending will result in opportunities in data management / analytics, telemedicine and remote care, genomics and diagnostics and drug discovery platforms and technology. We anticipate that these advancements will create more and better patient outcomes and greater demand for technology-enabled health care. Industrials: With the broader global push to reduce greenhouse gas emissions, we believe there will be attractive opportunities in energy efficient infrastructure and building design, data driven operations optimization platforms, green infrastructure and low-emissions supply chain and manufacturing. We believe that many of the private companies creating disruptive technologies and solutions in these sectors could benefit from access to the public equity markets, along with our team s expertise in scaling and optimizing companies. We intend for gender diversity to play a key role in our business strategy. As such, we will encourage and facilitate our target business to have one or more female board directors. Acquisition Criteria Consistent with this business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective targets. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target that does not meet these criteria and guidelines. We intend to focus on target businesses that we believe: target large addressable markets; have strong return on investment characteristics underlying a capital efficient business; have a unique and disruptive platform with differentiated technology or product offerings aimed at solving critical challenges in our target areas of focus; are led by an experienced management team and board with a proven track record and complementary capabilities, or are open to leveraging the talent in our network to enhance the existing management team s strengths; will be well received by public investors and are expected to have good access to the public capital markets; will benefit from our technical and operational expertise, extensive network, market insight and strategic relationships; and are expected to generate attractive risk-adjusted equity returns for our shareholders. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials that we would file with the SEC. Initial Business Combination The NASDAQ listing rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriter fees and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. Our board will make the determination as to the fair market value of a target business or businesses. If our board is not able to independently determine the fair market value of a target business or businesses, we will obtain a valuation opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, Inc. ( FINRA ), or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our amended and restated memorandum and articles of association will require the affirmative vote of a majority of our board of directors, which must include a majority of our independent directors and each of the non-independent directors nominated by our sponsor, to approve our initial business combination. We may pursue an acquisition opportunity jointly with our sponsor, or one or more affiliates, including Agility, Colle Capital and/or one or more of its portfolio companies, which we refer to as an Affiliated Joint Acquisition. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. Any such issuance of equity or equity-linked securities would, on a fully diluted basis, reduce the percentage ownership of our then-existing shareholders. Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B ordinary shares, issuances or deemed issuances of Class A ordinary shares or equity-linked securities would result in an adjustment to the ratio at which Class B ordinary shares shall convert into Class A ordinary shares such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all ordinary shares outstanding upon completion of this offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination), unless the holders of a majority of the then-outstanding Class B ordinary shares agreed to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. Our sponsor and its affiliates have no obligation to make any such investment, and may compete with us for potential business combinations. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders, or for other reasons, including an Affiliated Joint Acquisition as described above. However, we will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of value test. If the business combination involves more than one target business, the 80% of value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for seeking shareholder approval or for purposes of a tender offer, as applicable. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our operational and capital allocation experience in evaluating each prospective business combination. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Members of our sponsor and our management team are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination; we have not, however, selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Each of our officers and directors presently has, and any of our officers and directors in the future may have additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such other entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. In addition, we may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the business combination by making a specified future issuance of equity or equity-linked securities to any such entity. Our amended and restated memorandum and articles of association will provide that: (i) no individual serving as a director or officer will have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in or in being offered an opportunity to participate in any potential transaction or matter which may be a corporate opportunity for any of our directors or officers on the one hand, and us, on the other hand. In addition, members of our sponsor, as well as Colle Capital and its portfolio companies, may sponsor other blank check companies similar to our company during the period in which we are seeking an initial business combination, and members of our management team may participate in such blank check companies. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among the management teams. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information Our executive offices are located at 55 Hudson Yards, 44th Floor, New York, NY 10001, and our telephone number is (917) 907-4618. Upon completion of this offering, our corporate website address will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to invest in our securities. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates equals or exceeds $700 million as of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter or (ii) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. The following diagram illustrates our simplified ownership structure after giving effect to this offering (assuming that the underwriters option to purchase additional units is not exercised). The Offering
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001836259_sportstek_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001836259_sportstek_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3ba85bd0058c836a3c200895c1a53659c0dd7d1b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001836259_sportstek_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to our certificate of incorporation to be in effect upon the completion of this offering; common stock are to our Class A common stock and our Class B common stock; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; founder shares are to shares of our Class B common stock and the shares of our Class A common stock issued upon the conversion thereof; initial stockholders are to our sponsor and our independent directors, which collectively hold all of our founder shares immediately prior to this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our officers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a public stockholder shall only exist with respect to such public shares; specified future issuance are to any issuance by us of equity or equity-linked securities following this offering to raise additional capital to complete our initial business combination, provided that no such securities will have rights to any funds held in the trust account established in connection with this offering; sponsor are to JTJT Partners LLC, a Delaware limited liability company, which is affiliated with James Carney, Timothy W. Clark, our Chief Financial Officer, Chief Operating Officer, and a member of our board of directors, C. Tavo Hellmund, our Co-Chief Executive Officer and a member of our board of directors, and Jeffrey Luhnow, our Chair of the board of directors and Co-Chief Executive Officer; SportsTek, we, us, our or the company are to SportsTek Acquisition Corp., a Delaware corporation; and warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and the private placement warrants. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its option to purchase additional units and the forfeiture by our sponsor of 468,750 founder shares. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED FEBRUARY 8, 2021 PRELIMINARY PROSPECTUS $125,000,000 SportsTek Acquisition Corp. 12,500,000 Units SportsTek Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants once the warrants become exercisable. We have also granted the underwriter a 45-day option to purchase up to an additional 1,875,000 units. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per share price described herein, payable in cash, subject to the limitations. If we have not completed our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price described herein, payable in cash, subject to applicable law and as further described herein. Our sponsor, JTJT Partners LLC, and certain of our independent directors and Industry Advisors (as defined herein) have committed to purchase an aggregate of 5,000,000 warrants (or 5,375,000 warrants if the underwriter s option to purchase additional units is exercised in full) at a price of $1.00 per warrant ($5,000,000 in the aggregate, or $5,375,000 in the aggregate if the underwriter s option to purchase additional units is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each private placement warrant entitles the holder thereof to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as described in this prospectus. As of the date of this prospectus, our initial stockholders hold 3,593,750 shares of Class B common stock (up to 468,750 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriter s option to purchase additional units is exercised). The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. Prior to our initial business combination, holders of our Class B common stock will have the right to elect all of our directors and may remove members of our board of directors for any reason. On any other matter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. Prior to this offering, there has been no public market for our units, Class A common stock or warrants. We have applied to list our units on the Nasdaq Capital Market, or Nasdaq, under the symbol SPTKU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day), unless Stifel informs us of its decision to allow earlier separate trading, subject to certain conditions. Once the securities constituting the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols SPTK and SPTKW, respectively. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. Please see Risk Factors on page 40. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, before expenses, to us Per Unit $10.00 $0.55 $9.45 Total $125,000,000 $6,875,000 $118,125,000 (1) Includes $0.35 per unit, or $4,375,000 (or up to $5,031,250 if the underwriter s option to purchase additional units is exercised in full) in the aggregate, payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriter only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of shares of Class A common stock sold as part of the units in this offering, as described in this prospectus. Does not include certain fees and expenses payable to the underwriter in connection with this offering. See also Underwriting for a description of underwriting compensation payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $125.0 million, or $143.8 million if the underwriter s option to purchase additional units is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. The underwriter is offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2021. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Sole Book-Running Manager Stifel The date of this prospectus is , 2021 TABLE OF CONTENTS Our Company We are a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. While we may pursue an acquisition opportunity in any industry or sector, we intend to focus on a target within the sports and related sectors. Examples of areas that the team intends to focus on include sports franchises, media, data analytics, and technology and services businesses serving those end markets, among others. Our founders have extensive experience in these areas and we believe a business operating in one of these areas would benefit from our operational expertise and the networks of our management team. Our management team is led by Jeffrey Luhnow (Chair and Co-CEO), Tavo Hellmund (Co-CEO and director), and Timothy W. Clark (CFO, COO and director) who bring a combination of strategic, operational, financial and transactional experience paired with a track record of creating significant value. We believe our founders collective expertise will make us an attractive partner to potential target businesses, and will bring unique value creation opportunities through their networks. Mr. Luhnow has extensive operating experience in the baseball industry, most recently serving as President of Baseball Operations and General Manager for the Houston Astros, a Major League Baseball, or MLB, team. Prior to the Astros, he served as Vice President of Scouting and Player Development for the St. Louis Cardinals. During his 16 seasons as a senior baseball executive across the two teams, his teams reached the playoffs 9 times, including five League Championships and three World Series Championships. Mr. Luhnow s eight seasons with the St. Louis Cardinals were dedicated to overseeing the player pipeline of amateur and international players, developing minor league players into major league contributors, and integrating data and analytics into all baseball operations areas for the club. He played a key role in transforming and improving the Cardinals minor league system. After the Cardinals won the World Series in 2011, Mr. Luhnow was hired to lead the baseball operations department of the Houston Astros, a team that was losing money, had the worst record in baseball the prior season and one of the lowest ranked farm systems. Mr. Luhnow led a turnaround for the Astros that resulted in five playoff appearances in six years from 2015 to 2020, three 100-win seasons in a row, four straight American League Championship Series appearances, two World Series appearances and one World Series Championship. The success of the team on the field resulted in strong financial results and continued appreciation of enterprise value. During 2020, Mr. Luhnow worked with multiple investment groups targeting investments in baseball, soccer, and e-sports. He has assisted in identifying team and company acquisition opportunities, developing operating plans for teams or companies navigating the impact of the pandemic, performing due diligence and developing models for operating and financial performance. The target teams and companies have been located in Europe as well as North and Latin America. Prior to his baseball career, he spent four years as a technology entrepreneur. For three years he was President and founder of venture backed Archetype Solutions, an apparel mass customization company. Prior to that, he was Vice President at venture backed Petstore.com and was co-general manager of animalplanet.com, a Discovery brand licensed to Petstore.com. Mr. Luhnow spent six years as a consultant at McKinsey & Company where he worked for clients across a variety of industries including gaming, retail, and financial services. Mr. Luhnow spent three years as an engineer for W.L. Gore & Associates (the developer of Gore-Tex fabrics) where he worked on developing protective outerwear products for the U.S. military. He has a Bachelor of Science in Engineering and a Bachelor of Science in Economics from the University of Pennsylvania, and a Master of Management from the Kellogg School of Management at Northwestern University. TABLE OF CONTENTS Mr. Hellmund is considered a foremost authority and has extensive experience in global racing. In 2010, he was the founder of the FIA Formula-1 United States Grand Prix in Austin, Texas, leading all aspects from funding, design, engineering and the securing of $250 million in Texas state funding. In 2014, Mr. Hellmund was the co-founder of the FIA Formula-1 Mexican Grand Prix, which included raising more than $170 million in Mexican government funding. Additionally, Mr. Hellmund was a co-founder of the Circuit of the Americas race track in Austin, Texas. Mr. Hellmund has been the founder and President of Tavo Hellmund, Inc. since 1994, the Founding and Managing Partner at Full Throttle Productions, LP since 2004, the Founding Partner and President at Event Partners Marketing, LLC since 2011 and co-founder of Grand Prix Partners, LLC. since 2014. These companies manage and provide event project management, day of event oversight, staffing/volunteer services, venue planning, consulting and logistics support, marketing, sales, sponsorship, public relations and consultation services for sporting and special events to many Fortune 500 companies, federal governments and countries around the world. Mr. Hellmund s global event production experience includes brokering, sanctioning, producing or promoting over 200 sporting, entertainment and art/cultural events, and selling in excess of 15,000,000 tickets with sales of more than $1.4 billion dollars. Mr. Hellmund began racing in the late 1980s, competing and winning in European open-wheel racing and in the US in various NASCAR and SCCA series. In 1993, Mr. Hellmund founded Safe & Sober which connects race drivers and schools to educate students on the necessity of wearing a seat belt and the dangers of drinking and driving. Following the success of that program, he founded Racing for Education which provides after-school programs that utilize racing experience to emphasize to students the importance of continuing their education. Additionally, in 1995 he developed and designed one of the first non-blind spot rear-view mirrors and sold it to General Motors in 1997. Mr. Hellmund attended the University of Texas and graduated from St. Edward s University with a Bachelor of Arts in Psychology. Mr. Clark brings significant financial, strategic, sourcing, and transactional expertise in a career spanning over 30 years in investment banking and private equity, with a history of working in sports-related businesses. Mr. Clark was also a professional baseball player in the late 1980s in the Cincinnati Reds organization, in addition to acting as a part time scout for both the St. Louis Cardinals and Houston Astros from 2007-2019. He currently serves as Managing Director of Hall Capital Partners, a private investment division of a family office, and the Founder and Managing Partner of Tulsa Capital Partners. Prior to his current roles, he was a Managing Director at private equity firm Gridiron Capital for over 9 years, and held commercial and investment banking positions at Stifel, Morgan Stanley, Bankers Trust, UBS, and Boatmen s Bancshares in St. Louis, New York and London. Mr. Clark also worked as an in-house consultant for Rawlings Sporting Goods Company from 2002-2003, during which time he led the tuck-in acquisition of ABC Helmets. He was also involved in the sale of Rawlings to K2 Sports, and was a member of post-transaction K2/Rawlings integration teams that formed a team-sports hub for Rawlings in St. Louis. Mr. Clark currently sits on the boards of Athletic Supply, JAC Products and Pryer Aerospace. He has led initiatives targeting improving operations at companies he has invested in, including restructuring supply agreements and contracts, standardization of internal analytical processes, first 100-day integration plans and long-term value creation plans. Previous board roles include AEI, McKenzie Sports, PAS Technologies, Ramsey Industries, Schutt Sports and Yellowstone Landscape Group. Mr. Clark has a Bachelor of Arts in Economics from University of Missouri where he played varsity football and baseball, a Master of Arts in International Affairs from Washington University in St. Louis and is a graduate of the Advanced Management Program at the Kellogg School of Management at Northwestern University. Our management team will be further supported by our independent directors, Sashi Brown, Endre Holen, Joyce C. Johnson, and Sebastian Park. TABLE OF CONTENTS Mr. Brown is currently Chief Planning and Operations Officer, Basketball for Monumental Sports & Entertainment. Previously, he was Executive Vice President and de facto General Manager for the Cleveland Browns, and Senior Vice President for the Jacksonville Jaguars. Prior to his sports career he spent 3 years as an attorney with Wilmer Cutler Pickering Hale and Dorr LLP. Mr. Brown is a graduate of Hampton University and Harvard Law School. Mr. Holen is a former Senior Partner at McKinsey & Company with 30 years of consulting experience, most recently leading the Global Technology, Media and Telecom practice. He currently sits on the board of Hudl, a sports analysis software company, and Nordic Semiconductor, a public company listed on the Norwegian stock exchange. He is also an advisor for Antler North America, a global accelerator and incubator for entrepreneurs. Mr. Holen received his Master of Science in Computer Science from the Norwegian Technical University, and his Master of Business Administration from the Haas School of Business at the University of California, Berkeley. Ms. Johnson is a seasoned investment professional with over 25 of years of experience in Private Equity. She currently is the Chairman and Chief Investment Officer of Pacific Gate Capital Management, LLC, and held previous roles at Relativity Capital and Cerberus Capital Management, L.P. She currently sits on the board of Kymera International, a manufacturer of specialty fine metal powders. Ms. Johnson received a Bachelor of Science in Finance from the University of Denver. Mr. Park is the former Vice President of eSports for Dignitas, the professional eSports franchise owned by Harris Blitzer Sports & Entertainment, the parent company of the Philadelphia 76ers and the New Jersey Devils. He previously served as Vice President of eSports for the Houston Rockets and Clutch Gaming, and was the first dedicated eSports front office executive in North America and the National Basketball Association, or NBA. Mr. Park holds a Bachelor of Arts in Cognitive Science from Yale University. Our Industry Advisors We have assembled an experienced team of advisors, or Industry Advisors, to assist in the sourcing, evaluation, due diligence, deal execution, and post-closing strategic involvement with potential business combination partners. Our strategy, as further described below, is predicated on finding a business combination partner where we can define and present to our investors a clear, executable plan to drive long-term stockholder value creation through our collective experience. We believe the operational and financial expertise of our Industry Advisors is a differentiating element of our approach, which gives us the opportunity to pursue potential business combination targets in several industry sectors where we have expertise, and increases our likelihood of finding and completing a suitable business combination. We believe that having highly experienced Industry Advisors from multiple sectors increases the potential for a successful initial business combination, giving us a distinct advantage. Our Industry Advisors are R.C. Buford, James Carney, Art Chou, and Hugh Forrest. Mr. Buford is a long-time executive in the NBA, currently holding the role of CEO of the San Antonio Spurs. He has won 5 NBA championships, 4 as the general manager. He won the NBA Executive of the Year for the 2013-2014 and 2015-2016 seasons. Mr. Carney is an authority in electronic trading, maintaining a position at the forefront of electronic options trading throughout his tenure, starting as an early migrator from floor-based trading in the early 1990s. After starting his career at Chicago Board of Options Exchange, or CBOE, and the London International Financial Futures Exchange, he founded Nordic Options, a market maker and major player in Sweden s OMLX, one of the world s first fully electronic options exchanges. Bear Wagner Securities acquired Nordic Options in 2000, with Mr. Carney joining as the Head of Options and Electronic Trading. Following Bear Wagner, Mr. Carney joined Royal Bank of Canada, or RBC, as Managing Director and Head of Index Volatility Trading, before founding Wolo Group in 2009. In addition to Wolo Group, he also was the CEO and Portfolio Manager of Parplus Partners. Mr. Carney has a Bachelor of Arts from the University of Oregon. Mr. Chou is General Manager North America for Rapsodo, Inc., a sports analytics company that uses computer vision and machine learning to help athletes maximize their performance. Rapsodo technology is TABLE OF CONTENTS used to track pitched and batted balls for all 30 MLB teams and over 80% of National Collegiate Athletic Association, or NCAA, Division 1 baseball programs. Rapsodo has also tracked over twenty million golf shots through their SkyTrak and Mobile Launch Monitor, or MLM, golf launch monitors. Mr. Chou is also a co-founder and partner of Stadia Ventures. Stadia invests in, mentors, and manages sports tech startups while also acting as an innovation partner for major sports brands, teams, and organizations. Both Rapsodo and Stadia Ventures are based in St. Louis, Missouri. Mr. Chou s prior positions include Senior Vice President of Product for Rawlings, President of Pixl Golf, Director of Golf Club Research and Development at Titleist and Technical Editor for Golf Digest. He holds degrees in engineering from the University of Pennsylvania and Drexel University and helped launch the Rawlings Sport Business Management program at Maryville University (St. Louis), where he teaches classes in Sports Entrepreneurship. Mr. Forrest is the Chief Programming Officer of SXSW overseeing content for the SXSW Conference, as well as the SXSW Music Festival, SXSW Film Festival, and the SXSW Comedy Festival and SXSW EDU. Prior to joining SXSW in 1989, he founded The Austin Challenger and wrote for several other newspapers and publications. He was named Austinite of the Year in 2012 by the Austin Chamber of Commerce, and he and the other Directors of SXSW were named Entrepreneurs of the Year in 2014 by Ernst & Young. He is also on the Board of Directors for Austin Habitat for Humanity and Knowbility, an Austin-based accessibility company. He earned his Bachelor of Arts in English Literature from Kenyon College, from which he also holds an honorary doctorate of humane letters. Business Strategy We believe that the global sports and related industries represent an attractive market opportunity as they are expected to continue to grow and evolve. There are a number of sectors related to the broader sports ecosystems that have developed rapidly to enhance the fan experience, improve performance and to drive results. In addition to leagues and teams, the universe of sports-related companies includes brands that target sports fans and participants, content creators, entertainment product providers, data analytics, athletes and organizations catering to all levels from youth to amateur to professional. The breadth of the sports-related ecosystem and addressable market is significant with a substantial number of companies across the diverse geographies, alternative sports types, and emerging technologies. Significant amounts of historical capital availability throughout the sports ecosystem has helped drive transaction volume and the availability of future targets of scale. The global pandemic has greatly affected the sports and related industries as fans have not been able to attend live events, which has resulted in dramatic game day revenue declines. However, the industries have shown remarkable resilience and ability to pivot in the face of strong headwinds. While the in-person experience will always be a valuable component for any fan, we believe the industries can survive, and even thrive, being delivered into homes and on-the-go to devices through continued innovation and the use of technology. We believe this represents an opportunity, as a major impact of the pandemic was organizations having to quickly reduce costs and improve efficiencies. In addition, the need to evolve has accelerated the value and impact of science, technology, and world class operations that has created attractive opportunities for new sports and related products and services. Some examples of these opportunities include: utilization of technology to drive operational efficiencies, increasing opportunities for data monetization, adoption of technology solutions to improve performance, and increasing sponsorship and partnership opportunities between participants in the sports ecosystem, among others. We believe our team is uniquely positioned to recognize those opportunities and utilize our networks to capitalize on these trends in a post-pandemic world. Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and guidelines. We intend to seek to acquire companies that we believe: have the potential to see upside from our team s collective relationships, experience and networks; TABLE OF CONTENTS are of scale and viable public companies; are on-trend and gaining market share and expanding their customer bases; and have strong management teams that have a vision for future growth and a track record of delivering consistent top-line growth, strong unit economics and high return on investment. Our selection process will capitalize on the extensive network of relationships, deep industry experience and extensive deal sourcing capabilities of Mr. Luhnow, Mr. Hellmund and Mr. Clark, as well as our Industry Advisors and our board of directors, to access a broad spectrum of opportunities, with the goal of acquiring a company that complements their experience and can benefit from their operational and financial expertise. We expect to leverage the collective and distinctive capabilities of Mr. Luhnow, Mr. Hellmund, and Mr. Clark, including their: deep and broad networks of relationships in sports and entertainment industry executives to create a significant pipeline of opportunities, including multiple sports football, baseball, basketball, golf, tennis, cricket, hockey, rugby, soccer, and motor sports and geographies U.S., Latin America, and Europe; extensive experience of sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses; use of advanced analytics to evaluate opportunities and provide businesses with competitive advantages; demonstrated track record of driving value in existing businesses, including their combined experiences operating businesses across diverse sectors of the sports industry; and significant M&A experience, including in consummating transactions across a wide range of sectors. In addition, our directors and Industry Advisors have been successful chief executive officers, senior executives, or board members of public and private companies, and we believe they will enhance our value proposition to potential business combination partners given their collective expertise, operational and strategic capabilities, and track record in their respective sectors. Our directors and Industry Advisors have experience in the management and operations of a variety of professional sports teams, eSports and gaming, event production and management, management consulting, investment management and trading. In addition to our management team s and Industry Advisors sourcing and evaluation capabilities, our board of directors will be comprised of sector executives with experience in a variety of relevant industries. We believe our directors will add depth to our expertise, broaden our network of relationships, and provide exceptional governance to our company. We also believe that we will have opportunities to leverage our relationship with our Industry Advisors and with several investment banks and law firms, which will present us with certain advantages in identifying prospective target companies in the areas that we determine are appropriate and attractive for our initial business combination. We expect potential transaction sources to include financial sponsor-owned assets, publicly traded companies, corporate carve-outs and founder/management-owned entities. Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review, which may encompass, as applicable and among other things, meetings with members of the target s management and other employees, document reviews, inspection of facilities and a review of financial and other information about the target and its industry. We will also benefit from our management team s and the Industry Advisors networks of relationships with senior executives, board members and members of executive management teams to provide specialized insights into their areas of expertise as well as leverage their operational and capital planning experience. TABLE OF CONTENTS Each of our directors and officers will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Certain of our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary or contractual obligations. As a result, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such officer s and director s fiduciary duties under Delaware law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity before we can pursue such opportunity. If those other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. In addition, our sponsor and our officers and directors intend to sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. None of our Industry Advisors are officers or directors of our company and therefore owe us no fiduciary duties as such. While we expect that they will assist us in identifying business combination targets, they have no obligation to do so and may devote a substantial portion of their business time to activities unrelated to us. Our Industry Advisors may have fiduciary, contractual or other obligations or duties to other organizations to present business combination opportunities to such other organizations rather than to us. Accordingly, if any Industry Advisor becomes aware of a business combination opportunity which is suitable for one or more entities to which he has fiduciary, contractual or other obligations or duties, such Industry Advisor will honor those obligations and duties to present such business combination opportunity to such entities first and only present it to us if such entities reject the opportunity and such Industry Advisor determines to present the opportunity to us. Initial Business Combination The Nasdaq rules require that an initial business combination must be with one or more operating businesses or assets with an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriting commissions and taxes payable on the income earned in the trust account). We refer to this as the 80% of net assets test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public shareholders with our analysis of our satisfaction of the 80% of fair market value test, as well as the basis for our determinations. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. TABLE OF CONTENTS We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own or acquire shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In such cases, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired by us is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for the purposes of a tender offer or for seeking stockholder approval, as applicable. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means TABLE OF CONTENTS the market value of our common stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. Our executive offices are located at 2200 S. Utica Place, Suite 450, Tulsa, OK 74114 and our telephone number is (918) 957-1086. Upon completion of this offering, our corporate website address will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus forms a part. You should not rely on any such information in making your decision whether to invest in our securities. TABLE OF CONTENTS The Offering
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001836337_lazard_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001836337_lazard_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..417c9cefa3e21d4dff792a033efd09ef45626158
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001836337_lazard_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that we will adopt prior to the consummation of this offering; Companies Act are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to the holders of our founder shares immediately prior to this offering; Lazard are to Lazard Ltd, a company incorporated under the laws of Bermuda, and its subsidiaries, including Lazard Group LLC, a Delaware limited liability company ( Lazard Group ); management or our management team are to our officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders to the extent our initial shareholders purchase public shares; provided that our initial shareholders status as a public shareholder will only exist with respect to such public shares; public warrants are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); sponsor are to LGACo 1 LLC, a Delaware series limited liability company; and we, us, our, company or our company are to Lazard Growth Acquisition Corp. I, a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Except where indicated, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Table of Contents PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution. The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discounts and commissions) will be as follows: SEC expenses $ 62,732.50 FINRA expenses 86,750.00 Accounting fees and expenses 30,000.00 Printing and engraving expenses 40,000.00 Travel and road show expenses Legal fees and expenses 480,000.00 Nasdaq listing and filing fees 75,000.00 Director & officer liability insurance premiums(1) 750,000.00 Miscellaneous expenses 15,517.50 Total $ 1,540,000.00 (1) This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination. Item 14. Indemnification of Directors and Officers. Cayman Islands law does not limit the extent to which a company s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We will enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We expect to purchase a policy of directors and officers liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED FEBRUARY 8, 2021 PRELIMINARY PROSPECTUS $500,000,000 LAZARD GROWTH ACQUISITION CORP. I 50,000,000 units Lazard Growth Acquisition Corp. I is a newly organized blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. Lazard Ltd, an affiliate of our sponsor, intends to use resources across its international financial advisory and asset management businesses to source and evaluate attractive, high growth private companies. Although we will not be limited to a particular industry or geographic region in our identification and acquisition of a target company, we believe the growth-oriented subsectors of the healthcare, technology, energy transition, financial and consumer sectors present particularly attractive investment opportunities. We have not selected any potential business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fifth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 7,500,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering or during any Extension Period (as defined herein), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, LGACo 1 LLC, a Delaware series limited liability company, has agreed to purchase 8,000,000 warrants (or 9,000,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. Our initial shareholders currently own 14,375,000 Class B ordinary shares, up to 1,875,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the election of directors. Prior to this offering, there has been no public market for our securities. We intend to apply to have our units listed on the Nasdaq Capital Market, or the Nasdaq, under the symbol LGACU. We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on the Nasdaq under the symbols LGAC and LGACW, respectively, on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the underwriters permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 35 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities. Per Unit Total Public offering price $ 10.00 $ 500,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 27,500,000 Proceeds, before expenses, to us $ 9.45 $ 472,500,000 (1) Includes $0.35 per unit, or $17,500,000 in the aggregate (or $20,125,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $500,000,000, or $575,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee, and $2,000,000, together with $690,000 of additional committed loans by our sponsor, will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Lazard Fr res & Co. LLC, an affiliate of our sponsor, is acting as our financial advisor in connection with this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Book-Running Manager Goldman Sachs & Co. LLC The date of this prospectus is , 2021 Table of Contents General Lazard Growth Acquisition Corp. I is a newly organized blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. Lazard Ltd, an affiliate of our sponsor, intends to use resources across its international financial advisory and asset management businesses to source and evaluate attractive, high growth private companies. Although we will not be limited to a particular industry or geographic region in our identification and acquisition of a target company, we believe the growth-oriented subsectors of the healthcare, technology, energy transition, financial and consumer sectors present particularly attractive investment opportunities. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. To date, our efforts have been limited to organizational activities. Our Sponsor and Its Affiliates Lazard, founded in 1848 in New Orleans, is a preeminent international financial advisory and asset management firm that specializes in crafting solutions to the complex financial and strategic challenges of its clients. Lazard focuses primarily on two businesses, financial advisory and asset management, and serves a diverse set of clients around the world, including corporations, partnerships, institutions, governments and high-net-worth individuals. Lazard currently operates from 40 cities in key business and financial centers across 25 countries throughout North America, Europe, Asia, Australia and Central and South America. We believe we will be able to leverage Lazard s proprietary network of relationships to help us source and consummate our initial business combination. Lazard is one of the world s leading financial advisory firms and offers a wide array of services regarding mergers and acquisitions, capital structure, restructurings, shareholder advisory, sovereign advisory, capital raising and other strategic advisory matters. Lazard s financial advisory business is distinguished by senior banker involvement, deep industry sector expertise and global reach. Lazard is regularly involved in large, complex and industry-defining transactions, often across national borders. Lazard s asset management business serves investors around the world with a broad range of global investment solutions and investment management services. Lazard has built the business over decades with an emphasis on strategies that benefit from intensive proprietary research and active management, and the result has been a strong pattern of long-term performance, global perspective and deep insight into local markets. Lazard s asset management business offers a broad range of global investment solutions and investment management services in equity and fixed income strategies, asset allocation strategies, alternative investments and private equity funds. As of December 31, 2020, Lazard s asset management business managed approximately $259 billion of assets on behalf of corporations, public funds, sovereign entities, endowments and foundations, labor funds, financial intermediaries and private clients. While Lazard s employees will not be our employees, we expect to utilize Lazard s scale and reach, including the reach of its professionals, as a source of potential opportunities for our initial business combination. Specifically, we expect we will be able to leverage the following resources: Financial Advisory: Lazard has a distinctive network of deeply established relationships with meaningful insight and expertise across industry sectors and geographies. We will have direct access to more than 160 managing directors in financial advisory across the globe, as well as other investment Table of Contents Item 15. Recent Sales of Unregistered Securities. On December 17, 2020, our sponsor paid an aggregate purchase price of $25,000, or approximately $0.0017 per share, to subscribe for an aggregate of 14,375,000 Class B ordinary shares, par value $0.0001. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in our sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our sponsor is to act as our company s sponsor in connection with this offering. Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 8,000,000 private placement warrants (or 9,000,000 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($12,000,000 in the aggregate or $13,500,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. Item 16. Exhibits and Financial Statement Schedules. The Exhibit Index is incorporated herein by reference. Item 17. Undertakings. i. The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. ii. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. iii. The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Table of Contents banking professionals, to identify opportunities in the areas that we deem appropriate and attractive for our initial business combination. Lazard Asset Management: Lazard s leading asset management business has approximately $259 billion of assets under management as of December 31, 2020 and more than 250 investment professionals globally. Over 80% of the assets in Lazard s client portfolios are invested in actively managed equity strategies, including notable U.S. equity and global thematic strategies with long-term track records that are the product of fundamental, proprietary investment analysis. We believe that Lazard s asset management investment expertise and its deep knowledge of and familiarity with the institutional investor marketplace will be valuable as we analyze and execute potential business combination opportunities. Private Capital Advisory: Lazard is a global leader in raising capital and providing capital solutions for private investment funds. Members of Lazard s team have been involved in hundreds of private capital-raising assignments since its establishment utilizing broad institutional investor coverage networks and they have cultivated relationships with over 1,500 investing institutions globally. We believe that Lazard private capital advisory team s longstanding relationships with financial sponsors will serve as a distinct sourcing channel for identifying potential business combination targets, while their relationships with institutional investors could provide access to additional financing sources for our initial business combination. Shareholder Advisory: Lazard s shareholder advisory team serves corporate leaders and public company directors with timely insights regarding their shareholders. The shareholder advisory team includes professionals with decades of expertise in capital markets and corporate governance, who will advise us regarding governance and shareholder engagement for our initial business combination target. Data Analytics: We expect to be able to leverage the capabilities of Lazard s data science team to help us identify, screen and analyze potential targets. Over the last five years, this group within Lazard has developed proprietary analytic tools using machine learning, artificial intelligence and natural language processing. Lazard prides itself on, and believes it differentiates itself from its competitors by, being able to offer a high level of attention from senior personnel to its clients. We believe the vast experience, relationships and involvement of Lazard professionals to be an important resource for potential business combinations. Our Management Team Our management team is led by Alexander Stern, our Executive Chairman, Eyal Ofir, our Chief Executive Officer, and Mary Ann Deignan, our Chief Financial Officer. Mr. Stern, Mr. Ofir and Ms. Deignan are also employees of Lazard and have significant experience serving their clients in connection with mergers and acquisitions, capital structure, restructurings, shareholder advisory, sovereign advisory, capital raising and other strategic advisory matters. Alexander Stern serves as our Executive Chairman and a Director. Mr. Stern has served as President of Lazard Ltd and Lazard Group since June 2019 and as a Managing Director of Lazard since 2002. Mr. Stern has previously served in various other leadership capacities at Lazard, including Chief Executive Officer of Lazard s financial advisory business, Chief Operating Officer of Lazard and Global Head of Strategy of Lazard. Mr. Stern is recognized as a proven financial advisor in the technology sector with a track record of leading complex transformational growth and value creation initiatives for clients. Prior to joining Lazard, Mr. Stern held various positions with Patricof & Co. Ventures and IBM. Mr. Stern is Chairman of the LUNGevity Foundation and a member of the Board of Advisors for the School of Engineering and Applied Sciences of the University of Table of Contents EXHIBIT INDEX Exhibit No. Description 1.1 Form of Underwriting Agreement.* 3.1 Memorandum and Articles of Association.** 3.2 Form of Amended and Restated Memorandum and Articles of Association.** 4.1 Specimen Unit Certificate.* 4.2 Specimen Class A Ordinary Share Certificate.** 4.3 Specimen Warrant Certificate.** 4.4 Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* 5.1 Opinion of Cravath, Swaine & Moore LLP.* 5.2 Opinion of Appleby (Cayman) Ltd., Cayman Islands Legal Counsel to the Registrant.* 10.1 Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.* 10.2 Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the holders signatory thereto.** 10.3 Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.* 10.4 Form of Indemnity Agreement.** 10.5 Form of Letter Agreement between the Registrant, the Sponsor, the other holders signatory thereto and each director and officer of the Registrant.* 10.6 Promissory Note, dated as of December 17, 2020, between the Registrant and the Sponsor.** 10.7 Securities Subscription Agreement, dated as of December 17, 2020, between the Registrant and the Sponsor.** 10.8 Form of Administrative Support Agreement between the Registrant and the Sponsor.** 10.9 Working Capital Promissory Note, dated as of January 25, 2021, between the Registrant and the Sponsor.** 23.1 Consent of Marcum LLP.* 23.2 Consent of Cravath, Swaine & Moore LLP (included in its form of opinion filed as Exhibit 5.1 hereto).* 23.3 Consent of Appleby (Cayman) Ltd. (included in its form of opinion filed as Exhibit 5.2 hereto).* 24 Power of Attorney (included on signature page to the initial filing of this Registration Statement).** 99.1 Consent of Adam Berlew.** 99.2 Consent of Pierre-Yves Cros.** 99.3 Consent of Philip Hadley.** 99.4 Consent of Noreen Roth Henig.** 99.5 Consent of Selina Tobaccowala.** * Filed herewith ** Previously filed Table of Contents Pennsylvania. Mr. Stern earned a B.S. from Duke University, an M.S.E. from the School of Engineering and Applied Science at the University of Pennsylvania and an M.B.A. from the University of Pennsylvania, Wharton School. Eyal Ofir serves as our Chief Executive Officer and a Director. Mr. Ofir is a Managing Director in Lazard s Financial Institutions Group where he advises a broad range of global financial institutions, specializing in fintech. Over the course of his career, Mr. Ofir has advised on a multitude of mergers, acquisitions, divestitures, leverage buyouts, IPOs and other capital market transactions. Prior to joining Lazard, Mr. Ofir worked in Ernst & Young s Transaction Advisory Services group and served as a Captain in the Israeli Navy. Mr. Ofir serves as Director and Treasurer of the National Psoriasis Foundation and as a member of Investment Committee for the endowment of Hadassah, the Women s Zionist Organization of America, Inc. Mr. Ofir received a B.A. from the Hebrew University of Jerusalem with a double major in Economics and Accounting and an M.B.A. from the University of Chicago Booth School of Business, where he was a Dennis W. and Jane B. Carlton Fellow. Mary Ann Deignan serves as our Chief Financial Officer and a Director. Ms. Deignan is a Managing Director and Co-Head of Capital Markets Advisory at Lazard, advising clients on shareholder activism, strategic investor relations, capital raising and corporate governance. Ms. Deignan joined Lazard from Bank of America Merrill Lynch, where she was Co-Head of Global Equity Capital Markets, a role she assumed after her tenure as Head of Americas Equity Capital Markets. She also worked for UBS as Head of Americas Equity Capital Markets. Ms. Deignan began her career at Bankers Trust in leveraged finance. Ms. Deignan provides expert guidance across regions and market sectors on a range of shareholder and corporate finance matters including activism preparedness and defense, investor perspectives on M&A and strategic actions, IPO advisory and capital raising, trends in ESG and corporate governance. Ms. Deignan has extensive knowledge of the global equity markets and public market investors. Ms. Deignan is on the Investment Committee of the Margaret A. Cargill Philanthropies and the Board of Advisors at the Hospital for Special Surgery in NYC. She has a B.A. from Mount Holyoke College and an M.B.A. from the Tuck School at Dartmouth. Our management team has extensive experience undertaking whole company and carve-out mergers and acquisitions, assessing IPO-readiness, overseeing business integrations, directing transformational growth strategies and identifying potential synergies. We believe that our management team is exceptionally capable of identifying attractive businesses, executing both whole company and carve-out acquisitions, and adding value post-deal completion. We believe our management team s ability to identify and implement transformational growth and operational value creation initiatives will remain central to our differentiated acquisition strategy. Additionally, Lazard s extensive global network of investment bankers, leading financial sponsor relationships and strong founder-led business track record will enable us to pursue a broad range of attractive acquisition opportunities. Our network and affiliation with Lazard will allow us to rely on an existing infrastructure of resources that will assist in due diligence and, ultimately, structuring and executing an acquisition. Our Independent Director Nominees Our efforts to seek a suitable business combination target will be complemented and augmented by the expertise and network of the relationships of our independent director nominees, Mr. Adam Berlew, Mr. Pierre-Yves Cros, Mr. Philip Hadley, Dr. Noreen Roth Henig and Ms. Selina Tobaccowala, each of whom have extensive experience in business and financial matters. For additional information regarding our independent director nominees, see Management Officers, Directors and Director Nominees. Table of Contents SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 8th day of February, 2021. LAZARD GROWTH ACQUISITION CORP. I By: /s/ Eyal Ofir Name: Eyal Ofir Title: Chief Executive Officer * * * Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date * Executive Chairman and Director February 8, 2021 Alexander Stern /s/ Eyal Ofir Chief Executive Officer and Director (Principal Executive Officer) February 8, 2021 Eyal Ofir * Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) February 8, 2021 Mary Ann Deignan *By: /s/ Eyal Ofir Eyal Ofir Attorney-in-fact Table of Contents Our Business Strategy Our objective is to acquire a high-quality, growing business that can generate attractive, risk-adjusted returns for shareholders and negotiate favorable acquisition terms at a compelling valuation. To that end, our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, enhance the growth of a company in an industry that complements the experience and expertise of Lazard and our management team. Our selection process will leverage Lazard s and our management team s extensive global network of relationships, deep knowledge across multiple industries and geographies, transaction execution experience and deal sourcing capabilities that provide access to a broad spectrum of acquisition opportunities. We believe Lazard s distinguished reputation and vast network of institutional relationships will differentiate us as a partner to growth companies. We believe that the following differentiated value propositions will allow us to bring to the public market a highly attractive business: Best-in-Class Sourcing Capabilities: Lazard s preeminent global network of vast and deep relationships with CEOs, founders and private equity sponsors provides us with a proprietary avenue for sourcing target businesses. Deep Insights across Sectors and Geographies: We believe that the extensive knowledge of Lazard and our management team across a multitude of industries and an understanding of economic and political nuances globally provide us with a differentiated ability to evaluate promising target businesses. Proven Experience in Consummating Transactions: We believe that Lazard s and our management team s extensive mergers and acquisitions experience, with a distinct reputation for navigating transaction complexities, is a significant advantage. Lazard and our management team have demonstrated ability to negotiate and structure transactions, evaluate corporate strategies, access growth capital and develop appropriate capital structures. Extensive Understanding of Capital Markets and Public Market Investors: Lazard is a world-leading advisor to public company boards of directors and executives on matters of public markets, corporate strategy, shareholder engagement and ESG. We believe that the significant knowhow of Lazard and our management team will allow us to effectively gauge target companies that possess a readiness for being public, as well as to support their executives in the process of going public. Significant Investment Experience: Lazard s asset management business has extensive experience in analyzing attractive investments in individual equity opportunities as part of larger portfolios, including regularly evaluating and participating in IPOs, which have produced for its clients favorable risk-adjusted investment returns over long periods. We believe that Lazard s proficiency in this area can help us evaluate compelling business combination opportunities. Although we will not be limited to a particular industry or geographic region in our identification and acquisition of a target company, we believe the growth-oriented subsectors of the healthcare, technology, energy transition, financial and consumer sectors present particularly attractive investment opportunities for us. Lazard and our management team possess significant transactional experience in these industries, and many companies in these sectors tend to have significant and sustainable revenue and cash-flow growth rates. In addition to these fundamentals, these sectors are fragmented and contain a large number of privately-held and sponsor-owned businesses that we believe could benefit from accelerating revenue growth, expanding margins and deleveraging. In addition to independent privately- and sponsor-held businesses, we believe many public companies in these sectors are in the process of evaluating their portfolios of businesses and reviewing candidates for potential divestitures, which we believe may also prove to be attractive business combination targets. Table of Contents Our Acquisition Criteria Consistent with our acquisition and value creation strategy, we have developed the following high-level, non-exclusive investment criteria that we believe are important in evaluating prospective target businesses: Large and Growing Addressable Market: A business with significant opportunity to capture market share in a large and growing addressable market. Differentiated Position: A business that holds a compelling strategic position in the industry in which it operates, with a differentiated product or service. Sources of differentiation may include: patents, brands, customer reputation or other intellectual property, unique technical expertise or personnel, innovative processes or proprietary sourcing or distribution or customer access. Significant Future Growth Prospects: A business that has multiple, diverse potential drivers of revenue growth and that operates in sectors supported by secular tailwinds. Attractive Prospective Return Profile: We view ourselves as rigorous, disciplined investors with a keen understanding of intrinsic and market valuations, as well as related potential risks. Accordingly, we will target businesses with attractive risk-return profiles and potential significant upside. Committed and Capable Management Team: We will seek to acquire a business with a professional management team whose interests are aligned with those of our investors. Where appropriate, we will enhance the capabilities of the target business s management team by recruiting additional talent through Lazard s network of contacts. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our board of directors may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet any of the above criteria, we will disclose that the target business does not meet all of our above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a comprehensive due diligence review. That due diligence review may include, among other things, financial statement analysis, document reviews, meetings with the target s management and other employees, consultations with relevant industry experts, competitors, customers and suppliers, as well as a review of additional information that we will seek to obtain as part of our analysis of a target company. We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, a member of our management team or Lazard s historical clients. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor or a member of our management team, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions Table of Contents regarding possible target businesses among themselves or with our underwriters or other advisors. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Certain of our directors, director nominees and officers presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. For further information, see Proposed Business - Our Acquisition Process in this prospectus. Initial Business Combination So long as our securities are then listed on the Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. Our board of directors intends to make the determination as to fair market value of our initial business combination. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board of directors is less familiar or experienced with the target business, there is a significant amount of uncertainty as to the value of the target s assets or prospects, including if such target is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board of directors determines that outside expertise would be helpful or necessary in conducting such analysis. If our board of directors is unable to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. Unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We may, at our option, subject to applicable law, pursue an acquisition opportunity jointly with Lazard, one or more of Lazard s historical clients, one or more entities affiliated with Lazard and/or one or more Lazard Funds and/or one or more investors in Lazard Funds, which we refer to as a Joint Acquisition. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a specified future issuance throughout this prospectus. The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. This is not an offer for any specified future issuance. Pursuant to the anti-dilution provisions of our Class B ordinary shares, any such specified future issuance would result in an adjustment to the conversion ratio such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all ordinary shares outstanding upon completion of this offering plus all shares issued in the specified future issuance, unless the holders of a majority of the then-outstanding Class B ordinary shares agreed to waive such adjustment with respect to the specified future issuance at the time thereof. We cannot determine at this time whether a majority Table of Contents of the holders of our Class B ordinary shares at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our ordinary shares. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, which we refer to as the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not then listed on the Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Corporate Information Our executive offices are located at 30 Rockefeller Plaza, New York, New York 10112 and our telephone number is (212) 632-6000. Upon completion of this offering, we will maintain a corporate website at https://lazardltd.gcs-web.com/lgacu. The information contained on or accessible through our corporate website or any other website that we may maintain is not deemed to be incorporated by reference in, and is not considered a part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decisions whether to invest in our securities. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is Table of Contents enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are also an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the last business day of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the last business day of that year s second fiscal quarter. After completion of this offering and until the completion of our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. As a result, the Nasdaq will consider us to be a controlled company within the meaning of the Nasdaq corporate governance standards. Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements. We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of the Nasdaq, subject to applicable phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. Table of Contents The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 50,000,000 units (or 57,500,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-fifth of one redeemable warrant. Proposed Nasdaq symbols Units: LGACU Class A ordinary shares: LGAC Warrants: LGACW Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Goldman Sachs & Co. LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of Table of Contents the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units Number outstanding before this offering 0 Number outstanding after this offering 50,000,000(1) Ordinary shares: Number outstanding before this offering 14,375,000(2)(3) Number outstanding after this offering 62,500,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 8,000,000(1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 18,000,000(1) Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-fifth of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. (1) Assumes the underwriters do not exercise the over-allotment option and the corresponding forfeiture by our sponsor of 1,875,000 founder shares. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. Table of Contents (3) Includes 1,875,000 founder shares that are subject to forfeiture. (4) Includes 50,000,000 public shares and 12,500,000 founder shares, assuming 1,875,000 founder shares have been forfeited. Exercise Price $11.50 per whole share, subject to adjustment as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions) and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per Table of Contents Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Notwithstanding the foregoing, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; Table of Contents upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price, which we refer to as the closing price , of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti- Dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the fair market value (as defined below) of our Class A ordinary shares over the exercise price of the warrants by (y) the fair market value and (B) 0.361 per warrant. Please see Description of Securities Warrants Public Shareholders Warrants for additional information. None of the private placement warrants will be redeemable by us so long as such private placement warrants are held by our sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; Table of Contents at a price of $0.10 per warrant upon a minimum of 30 days prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value (as defined below) of our Class A ordinary shares except as otherwise described in Description of Securities Warrants Public Shareholders Warrants ; and if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Antidilution Adjustments ) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Founder shares On December 17, 2020, our sponsor paid an aggregate purchase price of $25,000, or approximately $0.0017 per share, to subscribe for an aggregate of 14,375,000 Class B ordinary shares, par value $0.0001. Prior to the initial investment in the company of $25,000 by our sponsor, our company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to our company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to Table of Contents 1,875,000 founder shares are subject to forfeiture by our sponsor, depending on the extent to which the underwriters over-allotment option is exercised. Our sponsor transferred 25,000 founder shares to each of our independent director nominees (none of which are subject to forfeiture in the event that the underwriters over-allotment option is not exercised in full). The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our initial shareholders and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering or during any extended time that we have to consummate a business combination beyond 24 months as a result of a shareholder vote to amend our amended and restated memorandum and articles of association (an Extension Period ) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote thereon and who vote at a quorate general meeting. In such case, our initial shareholders and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to Table of Contents shares held by our initial shareholders and members of our management team, we would need 18,750,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 3,125,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 50,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our initial shareholders and each member of our management team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. We refer to such transfer restrictions throughout this prospectus as the lock-up . Any permitted transferees would be subject to the same restrictions and other agreements of our initial shareholders and our management team with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if we do not consummate an initial business combination, at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by our company Table of Contents in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor or its affiliates upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Election of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than 90% of our ordinary shares who attend and vote at our general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 8,000,000 private placement warrants (or 9,000,000 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($12,000,000 in the aggregate or $13,500,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will Table of Contents not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. None of the private placement warrants will be redeemable by us so long as such private placement warrants are held by our sponsor or its permitted transferees. Proceeds to be held in trust account Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $500,000,000, or $575,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $17,500,000, or $20,125,000 if the underwriters over-allotment option is exercised in full, in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public Table of Contents shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering or during any Extension Period, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering or during any Extension Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.10% per year, we estimate the interest earned on the trust account will be approximately $500,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the portion of the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $460,000 in working capital after the payment of approximately $1,540,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or its affiliates, including the $690,000 loan commitment made by our sponsor to finance our working capital, although they are under no obligation to advance additional funds to us in such circumstances; provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Table of Contents Conditions to completing our initial business combination So long as our securities are then listed on the Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. Our board of directors intends to make the determination as to fair market value of our initial business combination. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board of directors is less familiar or experienced with the target business, there is a significant amount of uncertainty as to the value of the target s assets or prospects, including if such target is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board of directors determines that outside expertise would be helpful or necessary in conducting such analysis. If our board of directors is unable to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. Unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. If our securities are not then listed on the Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. We may structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, including a Joint Acquisition. However, we will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or Table of Contents businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, management team, advisors or their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, management team, advisors or their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, management team, advisors and their respective affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of Table of Contents obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our initial shareholders and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination. Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination (so that we do not then become subject to the SEC s penny stock Table of Contents rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination or seek to revise the terms of such business combination. In addition, if accepting all properly submitted redemption requests in connection with an amendment we seek to make to our amended and restated memorandum and articles of association would cause our net tangible assets to be less than $5,000,001, we would not proceed with such amendment or the related redemption of our public shares at such time. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. Table of Contents If we hold a shareholder vote to approve our initial business combination we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote thereon and who vote at a quorate general meeting. Our initial shareholders and our management team who hold founder shares or public shares will count towards this quorum and, pursuant to the terms of an agreement entered into with us, have agreed to vote their founder shares and any public shares held by them in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our initial shareholders and members of our management team will own at least 20% of our outstanding ordinary shares entitled to vote thereon. As a result, in addition to shares held by our initial shareholders and members of our management team, we would need 18,750,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 3,125,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 50,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed initial business combination or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we Table of Contents and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us, our sponsor or our management team to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Table of Contents Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee or released to us to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering (or such extended time beyond 24 months as a result of a shareholder vote to amend our amended and restated memorandum and articles of association) to consummate our initial business combination. If we have not consummated an initial business combination within 24 months from the closing of this offering or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an Table of Contents initial business combination within 24 months from the closing of this offering or during any Extension Period. Our initial shareholders and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our initial shareholders and each member of our management team have agreed, pursuant to an agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any member of our management team or any other person. However, we may not redeem our public shares in Table of Contents an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by us to our sponsor, our management team or their respective affiliates for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants, in each case held in the trust account, prior to the completion of our initial business combination: repayment of a promissory note in an aggregate principal amount of up to $300,000 made to us by our sponsor to cover offering-related and organizational expenses; payments of $20,000 per month to an affiliate of our sponsor for office space, secretarial and administrative services; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; payment to Lazard, including to Lazard Fr res & Co. LLC, of fees for any financial advisory or other similar investment banking services provided to our company, and reimbursement of Lazard for any out-of-pocket expenses incurred by Lazard in connection with the performance of such services; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor, including the $690,000 loan commitment made by our sponsor for working capital, to finance transaction costs in connection with an intended initial business combination. Up to $2,000,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such additional loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee Prior to the effectiveness of this registration statement, we will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, any member of our management team or their respective affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, Table of Contents then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest Our sponsor beneficially owns substantially all of our outstanding ordinary shares prior to the consummation of this offering and is an affiliate of Lazard Fr res & Co. LLC, which is a financial advisor in connection with this offering and may be providing services in connection with identifying and investigating potential targets for, and the consummation of, our business combination. In addition, there may be situations in which members of our management team or Lazard have obligations or interests that actually or potentially conflict with our interests. These conflicts may not be resolved in our favor and, as a result, we may be denied certain investment opportunities or otherwise disadvantaged in some situations by the obligations or interests of our membership team or our relationship to Lazard. For example, certain members of our management team presently have, and any of them in the future may have, additional fiduciary or contractual duties to other entities. As a result, if any member of our management team becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing it. In addition, Lazard undertakes a wide range of financial advisory, investment banking, asset management and other activities for a wide variety of clients, including institutions, companies and individuals, and for its own account. Each of Lazard and such clients may compete with us for investment opportunities meeting our investment objectives. Investment ideas generated within Lazard, including by Mr. Stern, Mr. Ofir and Ms. Deignan and other persons who may make decisions for our company, may be suitable for both us and for an investment banking client or a current or future Lazard Fund or other internal investment vehicle, and may be directed to such client, Lazard Fund or other investment vehicle rather than to us. In addition, Lazard s advisory business may be engaged to advise the seller of a company, business or assets that would qualify as an investment opportunity for us. In such cases, we may be precluded from participating in the sale process or from purchasing the company, business or assets. Table of Contents Further, we may, at our option but subject to internal procedures relating to conflicts of interest, pursue a Joint Acquisition (as defined herein) opportunity with a historical client of Lazard, a particular Lazard Fund or other internal investment vehicle and such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such historical client, Lazard Fund or other investment vehicle. Our amended and restated memorandum and articles of association will provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by (A) a third-party (other than our independent auditors) for services rendered or products sold to us, or (B) a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations. Such liabilities will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have neither asked our sponsor to reserve for such indemnification obligations nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers, directors or other affiliates will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Table of Contents Risks Summary of Risk Factors We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. Such risks include, but are not limited to, the following: Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our initial shareholders and each member of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The requirement that we consummate an initial business combination within 24 months after the closing of this offering or during an Extension Period may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. If we seek shareholder approval of our initial business combination, our sponsor, management team, advisors and their respective affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public float of our Class A ordinary shares or public warrants. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. You will not be entitled to protections normally afforded to investors of many other blank check companies. If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you would lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. Table of Contents Because of our limited resources and the significant competition for business combination opportunities, or due to potential conflicts arising from Lazard s business model, it may be more difficult for us to complete a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor or its affiliates to fund our search and to complete our initial business combination. If we have not consummated an initial business combination within 24 months from the closing of this offering, our public shareholders may be forced to wait beyond such 24 months before redemption from our trust account. Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-transaction business. Since our initial shareholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. Our initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support. We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Our independent registered public accounting firm s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern absent the consummation of this offering. Past performance by Lazard, our sponsor, our management team or their respective affiliates may not be indicative of future performance of an investment in us. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak and the status of debt and equity markets. Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited. The other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001836379_vectivbio_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001836379_vectivbio_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001836379_vectivbio_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001837105_gores_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001837105_gores_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e40ab66d99b74421a0258497a714c0c45ca5411f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001837105_gores_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: Gores Technology, we, us, company or our company are to Gores Technology Partners, Inc., a Delaware corporation; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; management or our management team are to our officers and directors; sponsor are to Gores Technology Partners Sponsor LLC, a Delaware limited liability company and an affiliate of Gores; initial stockholders are to holders of our founder shares prior to this offering; The Gores Group or Gores are to The Gores Group, LLC, a Delaware limited liability company; common stock are to our Class A common stock and our Class F common stock, collectively; founder shares are to shares of our Class F common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; and equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A common stock issued in connection with our initial business combination, including but not limited to a private placement of equity or debt. Each unit consists of one share of Class A common stock and one-fifth of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MARCH 8, 2021 PRELIMINARY PROSPECTUS $240,000,000 24,000,000 Units Gores Technology Partners, Inc. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to focus our search for a target technology business in the consumer internet, enterprise software, fintech, digital health, proptech, gaming, agtech, and logistics industries. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-fifth of one warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriters a 45-day option to purchase up to an additional 3,600,000 units to cover over-allotments, if any. We will provide our stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to fund our regulatory compliance requirements and other costs related thereto and/or to pay our franchise and income taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares throughout this prospectus, subject to the limitations described herein. If we are unable to complete our business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to fund our regulatory compliance requirements and other costs related thereto and/or to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Gores Technology Partners Sponsor LLC (which we refer to as our sponsor throughout this prospectus), has committed to purchase an aggregate of 3,400,000 warrants (or 3,760,000 warrants if the over-allotment option is exercised in full) at a price of $2.00 per whole warrant (approximately $6,800,000 in the aggregate, or $7,520,000 if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each whole private placement warrant is exercisable to purchase one whole share of our Class A common stock at $11.50 per share. Our initial stockholders own 6,900,000 shares of our Class F common stock (up to 900,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). We refer to these shares of Class F common stock as the founder shares throughout this prospectus. The shares of Class F common stock will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that any amount of additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the business combination, the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock issued and outstanding upon completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination). Prior to our initial business combination, only holders of shares of our Class F common stock will be entitled to vote on the appointment of directors. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Currently, there is no public market for our securities. We will apply to have our units listed on the Nasdaq Capital Market ( Nasdaq ), under the symbol GTPAU promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. inform us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ), containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols GTPA and GTPAW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See the section of this prospectus entitled Risk Factors beginning on page 46 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 240,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 13,200,000 Proceeds, before expenses, to Gores Technology Partners, Inc. $ 9.45 $ 226,800,000 (1) Includes $0.35 per unit, or $8,400,000 (or up to $9,660,000 if the underwriters over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, as described in this prospectus. See the section of this prospectus entitled Underwriting. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $240.0 million or $276.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit) will be deposited into a U.S.-based trust account with Computershare Trust Company, N.A. acting as trustee, and $2.0 million will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Except with respect to up to $900,000 per year of interest earned on the funds held in the trust account that may be released to us to fund our regulatory compliance requirements and other costs related thereto, plus additional amounts to pay our franchise and income tax obligations, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest to occur of (a) the completion of our initial business combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to stockholders rights or pre-initial business combination activity and (c) the redemption of all of our public shares if we are unable to complete our business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Deutsche Bank Securities Morgan Stanley Citigroup , 2021 Table of Contents Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to focus our search for a target technology business in the consumer internet, enterprise software, fintech, digital health, proptech, gaming, agtech, and logistics industries, but may also pursue acquisition opportunities in any business industry or sector which complements our management team s operating experience. We intend to capitalize on the ability of our management team to identify, source, conduct due diligence, and negotiate a combination with a compelling growth technology business as members of our management team have done in diverse sectors, including technology, software, media and entertainment, consumer internet, business services, and healthcare. We believe that our management team is well positioned to identify private, high-quality growth technology companies in the marketplace and that our contacts and relationships within the technology ecosystem of investors, management teams, and company directors will allow us to generate attractive acquisition opportunities. Our team is led by Alec Gores, our Chairman, and Ted Fike and Justin Wilson, our co-Chief Executive Officers, who together have more than 70 years of combined experience as entrepreneurs, operators and private equity and venture investors. Mr. Fike is a technology investor and executive and serves as a Senior Managing Director at The Gores Group. Prior to joining Gores, Mr. Fike was a Partner at SoftBank Investment Advisers, leading growth technology investments for the Vision Fund in the consumer internet, enterprise software, agtech, logistics, and eCommerce sectors. While at SoftBank, Mr. Fike was a board member, observer, or investor in Doordash, Rappi, GetYourGuide, Globality, Memphis Meats, Ordermark, and Plenty among others. Prior to SoftBank, Mr. Fike led strategy initiatives at Airbnb which acquired his previous fintech company, Tilt, where he was CFO. Before Tilt, Mr. Fike was a founding Principal of CapitalG, Google s growth equity investment arm. Earlier at Google, Mr. Fike was responsible for acquisitions and investments as part of the corporate development team as well as global client relationships within Google s sales organization. Prior to joining Google, Mr. Fike worked in strategy and operations at WebMD, credit investing at Bain Capital, and strategy consulting at The Boston Consulting Group. Mr. Fike graduated from the Wharton School of the University of Pennsylvania with a B.S. in Economics. Mr. Wilson is a technology investor and executive and serves as a Senior Managing Director at The Gores Group. Prior to joining Gores, Mr. Wilson was a Partner at SoftBank Investment Advisers, leading growth technology investments for the Vision Fund in the proptech, consumer internet, digital health, and eCommerce sectors. While at SoftBank, Mr. Wilson was a board member, observer, or investor in Doordash, Alto Pharmacy, Compass, Table of Contents Opendoor, Whoop, Clutter, Rappi and OYO Rooms, among others. Previously, Mr. Wilson worked at Google in a variety of roles and at The Boston Consulting Group as a management consultant. Mr. Wilson holds an M.B.A. from the Stanford Graduate School of Business and a B.S. and M.S. in Engineering from Stanford University. Mr. Gores is the Founder, Chairman and Chief Executive Officer of The Gores Group, a global investment firm focused on acquiring businesses that can benefit from the firm s operating expertise. Mr. Gores implemented an operational approach to private equity investing when he founded The Gores Group in 1987 by operating businesses alongside management, or in some cases in lieu of management, to build value in those entities. Since then, the firm has acquired more than 120 businesses including a current portfolio of 8 active companies worldwide. Under Mr. Gores leadership, The Gores Group has effected a number of successful corporate carve-out acquisitions over the last two decades. The Gores Group acquired VeriFone from Hewlett-Packard Company at a time when the business was generating significant revenues, but was cash flow negative. The Gores Group implemented dramatic changes to the business, and the business was sold and subsequently went public with an operating partner from The Gores Group serving as its chief executive officer. During that same timeframe, The Gores Group acquired The Learning Company from Mattel Corporation and transformed that business which, similarly, was generating significant revenues, but was suffering from severely negative cash flow. Since then, with Mr. Gores leading the firm, The Gores Group has created significant value in numerous transactions, including the acquisitions of Global Tel*Link from Schlumberger Ltd., Stock Building Supply from Wolseley plc, Therakos from Johnson & Johnson, the electronics power systems business from TE Connectivity Ltd., Siemens Enterprise Communications from Siemens AG and Sagem Communications from the Safran Group, among others. Mr. Gores began his career as a self-made entrepreneur and operating executive. In 1978, he self-funded and founded Executive Business Systems (EBS), a developer and distributor of vertical business software systems. Within seven years, EBS had become a leading value-added reseller in Michigan and employed over 200 people. In 1986, CONTEL purchased EBS, and Mr. Gores subsequently began acquiring and operating non-core businesses from major corporations and building value in those entities, a decision that ultimately led to the founding of what has evolved into The Gores Group today. Under his leadership, The Gores Group has continued to acquire businesses in need of operational and financial resources, while creating value and working with management teams to establish an entrepreneurial environment as a foundation for sustainable growth. As of September 30, 2020, The Gores Group had approximately $564 million in assets under management. Together with a team of operations professionals spanning key business functional areas, as well as dedicated investment origination and mergers and acquisitions professionals, Mr. Gores developed a formula that led to numerous marquee investments and business transformations, with a strong focus on carve-out acquisitions from large corporate transaction partners, including: The Learning Company from Mattel Corporation; VeriFone from Hewlett-Packard Company; Micron PC from Micron Electronics, Inc.; Sagem Communications from the Safran Group; Stock Building Supply from Wolseley plc; The broadcast communications division from Harris Corporation; Table of Contents The electronics power systems business from TE Connectivity Ltd.; Elo Touch Solutions from TE Connectivity Ltd.; Therakos from Johnson & Johnson; and Brand-Rex from Honeywell International, Inc. Our team, led by Alec Gores, Ted Fike and Justin Wilson, including Andrew McBride, has in the aggregate over 85 years of combined operational, financial, investment and transactional experience involving a diverse group of businesses, and we intend to focus on industries or sectors offering operationally-oriented acquisition opportunities that can benefit from our expertise. Messrs. Gores, Fike, Wilson and McBride possess complementary skills and experience encompassing all aspects of the investment process, including sourcing, due diligence, valuation, structuring, financing, negotiation, execution, strategy development, operations management and investment realization. In June 2015, Mr. Gores founded Gores Holdings, Inc. ( Gores Holdings I ), a blank check company formed for substantially similar purposes as our company. Mr. McBride served as Chief Financial Officer for Gores Holdings I. Gores Holdings I completed its initial public offering in August 2015, in which it sold 37,500,000 units, each consisting of one share of Gores Holdings I common stock and one warrant to purchase one-half of one share of Gores Holdings I common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $375,000,000. Gores Holdings I completed its business combination with Hostess Brands, Inc. ( Hostess ) in November 2016, in which it contributed approximately $725 million to Hostess (consisting of $375 million in proceeds from the initial public offering and a simultaneous private placement, plus approximately $350 million in proceeds from an additional private placement completed at the time of the initial business combination). Hostess is one of the largest manufacturers and marketers of sweet baked goods including Twinkies , Ding Dongs , Ho Hos , Donettes and a variety of new and classic treats. Hostess s Class A common stock is traded on Nasdaq under the symbol TWNK and its warrants are traded under the symbol TWNKW. In August 2016, Mr. Gores founded Gores Holdings II, Inc. ( Gores Holdings II ), a blank check company formed for substantially similar purposes as our company and Gores Holdings I. Additionally, Mr. McBride served as Chief Financial Officer for Gores Holdings II. Gores Holdings II completed its initial public offering in January 2017, in which it sold 40,000,000 units, each consisting of one share of Gores Holdings II common stock and one-third of one warrant to purchase one share of Gores Holdings II common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $400,000,000. Gores Holdings II completed its business combination with Verra Mobility Corporation ( Verra ) (formerly known as American Traffic Solutions, Inc.) in October 2018, in which it contributed approximately $800 million to Verra (consisting of $400 million in proceeds from the initial public offering and a simultaneous private placement, plus approximately $400 million in proceeds from an additional private placement completed at the time of the initial business combination). Verra is a global leader in smart mobility and provides traffic safety, mobility, and compliance solutions for state and local governments, commercial fleets, and rental car companies in North America. Verra s Class A common stock is traded on Nasdaq under the symbol VRRM . In October 2017, Mr. Gores founded Gores Holdings III, Inc. ( Gores Holdings III ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I and Table of Contents Gores Holdings II. Additionally, Mr. McBride served as the Chief Financial Officer for Gores Holdings III. Gores Holdings III completed its initial public offering in September 2018, in which it sold 40,000,000 units, each consisting of one share of Gores Holdings III common stock and one-third of one warrant to purchase one share of Gores Holdings III common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $400,000,000. Gores Holdings III completed its business combination with Platinum Equity portfolio company ( PAE ) in February 2020, in which it contributed approximately $620 million to PAE (consisting of $400 million in proceeds from the initial public offering and a simultaneous private placement, plus approximately $220 million in proceeds from an additional private placement completed at the time of the initial business combination). PAE is a leading provider of mission-critical services to the U.S. government, armed forces and international customers. PAE s common stock and warrants are traded on Nasdaq under the symbols PAE and PAEWW , respectively. In August 2018, Mr. Gores, together with Dean Metropoulos, a private investor specializing in investments in the consumer branded products industries, founded Gores Metropoulos, Inc. ( Gores Metropoulos ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II and Gores Holdings III. Gores Metropoulos completed its initial public offering in February 2019, in which it sold 40,000,000 units, each consisting of one share of Gores Metropoulos common stock and one-third of one warrant to purchase one share of Gores Metropoulos common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $400,000,000. Mr. McBride, our Chief Financial Officer, served as Chief Financial Officer of Gores Metropoulos. Gores Metropoulos completed its business combination with Luminar Technologies, Inc. ( Luminar ) in December 2020, in which it contributed approximately $406 million to Luminar (consisting of proceeds from the initial public offering and a simultaneous private placement). Luminar is a global leader in automotive lidar technology powering the introduction of highway autonomy. Luminar s common stock and warrants are traded on Nasdaq under the symbols LAZR and LAZRW, respectively. Mr. Gores continues to serve as a director of Luminar. In July 2019, Mr. Gores founded Gores Holdings IV, Inc. ( Gores Holdings IV ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III and Gores Metropoulos. Gores Holdings IV completed its initial public offering in January 2020, in which it sold 42,500,000 units, each consisting of one share of Gores Holdings IV common stock and one-fourth of one warrant to purchase one share of Gores Holdings IV common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $425,000,000. Gores Holdings IV completed its business combination with United Wholesale Mortgage ( UWM ) in January 2021, in which it contributed approximately $895 million to UWM (consisting of $425 million in proceeds from the initial public offering and a simultaneous private placement completed at the time of the initial business combination). UWM is a leading wholesale mortgage lender in the U.S. UWM s common stock and warrants are traded on the New York Stock Exchange under the symbols UWMC and UWMC WS , respectively. In June 2020, Mr. Gores founded Gores Holdings V, Inc. ( Gores Holdings V ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos and Gores Holdings IV. Gores Holdings V completed its initial public offering on August 10, 2020, in which it sold 52,500,000 units, each consisting of one share of Gores Holdings V common stock and one-fifth of one warrant to purchase one share of Gores Holdings V common stock, for an offering price of $10.00 per unit, Table of Contents generating aggregate proceeds of $525,000,000. On February 23, 2021, Gores Holdings V entered into a definitive agreement to combine with Ardagh Group S.A. s ( Ardagh ), metal packaging business that will be held by Ardagh Metal Packaging S.A. ( AMP ) to create an independent public company. Ardagh is a global supplier of infinitely-recyclable metal beverage and glass packaging for the world s leading brands. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Holdings V. The consummation of the acquisition is subject to customary conditions and is expected to close during the second quarter of 2021. In June 2020, Mr. Gores founded Gores Holdings VI, Inc. ( Gores Holdings VI ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV and Gores Holdings V. Gores Holdings VI completed its initial public offering in December 2020, in which it sold 34,500,000 units, each consisting of one share of Gores Holdings VI common stock and one-fifth of one warrant to purchase one share of Gores Holdings VI common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $345,000,000. Gores Holdings VI has not yet announced or completed its initial business combination. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Holdings VI. On February 7, 2021, Gores Holdings VI entered into a definitive agreement to acquire Matterport, Inc. ( Matterport ), a spatial data company leading the digital transformation of the built world. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Holdings VI. The consummation of the acquisition is subject to customary conditions and is expected to close during the second quarter of 2021. In July 2020, Mr. Gores, together with Mr. Metropoulos founded Gores Metropoulos II, Inc. ( Gores Metropoulos II ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V and Gores Holdings VI. Gores Metropoulos II completed its initial public offering in January 2021, in which it sold 45,000,000 units, each consisting of one share of Gores Metropoulos II common stock and one-fifth of one warrant to purchase one share of Gores Metropoulos II common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $450,000,000. Gores Metropoulos II has not yet announced or completed its initial business combination. Mr. Gores, our Chairman, serves as the Chief Executive Officer and a director of Gores Metropoulos II. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Metropoulos II. In September 2020, Mr. Gores founded Gores Holdings VII, Inc. ( Gores Holdings VII ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI and Gores Metropoulos II. Gores Holdings VII completed its initial public offering in February 2021, in which it sold 55,000,000 units, each consisting of one share of Gores Holdings VII common stock and one-eighth of one warrant to purchase one share of Gores Holdings VII common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $550,000,000. Gores Holdings VII has not yet announced or completed its initial business combination. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Holdings VII. In September 2020, Mr. Gores founded Gores Holdings VIII, Inc. ( Gores Holdings VIII ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II and Gores Holdings VII. Gores Holdings VIII completed its initial public offering in March 2021, in which it sold 34,500,000 units, each Table of Contents consisting of one share of Gores Holdings VIII common stock and one-eighth of one warrant to purchase one share of Gores Holdings VIII common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $345,000,000. Gores Holdings VIII has not yet announced or completed its initial business combination. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Holdings VIII. In December 2020, Mr. Gores founded Gores Technology Partners II, Inc. ( Gores Technology II ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII and Gores Holdings VIII. Gores Technology II has not yet completed its initial public offering. Mr. Fike, our Co-Chief Executive Officer, serves as the Co-Chief Executive Officer of Gores Technology II. Mr. Wilson, our Co-Chief Executive Officer, serves as the Co-Chief Executive Officer of Gores Technology II. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Technology II. In December 2020, Mr. Gores, together with Guggenheim Capital, LLC, founded Gores Guggenheim, Inc. ( Gores Guggenheim ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VIII and Gores Technology II. Gores Guggenheim has not yet completed its initial public offering. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Guggenheim. Our management team s objective is to generate attractive investment returns to create value for our stockholders by applying our strategy of identifying operationally-oriented acquisition opportunities and capitalizing on the ability of our management team to acquire and manage a business that can benefit from our operational expertise. Our management team s approach is focused on industries or sectors in which we have considerable knowledge and emphasizes downside protection and the preservation of capital by opportunistically pursuing transactions where we believe we have the ability to capture asymmetric risk/reward potential. Our management team has successfully applied this acquisition philosophy over its history to source attractive private equity acquisition opportunities and to deploy capital in varying macroeconomic environments. Our management team will assess the skills, qualifications and abilities of the management team of each potential business combination target. The level and length of our existing management s continued active participation in our post-acquisition business will depend on the particular needs of the business acquired. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. With respect to the foregoing examples, past performance of The Gores Group and by our management team, including with respect to Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology II and Gores Guggenheim, is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical record of The Gores Group s, or our management s or Gores Holdings I s, Gores Holdings II s, Gores Holdings III s, Gores Metropoulos , Gores Holdings IV s, Gores Holdings V s, Gores Holdings VI s, Gores Metropoulos II s, Gores Holdings VII s, Gores Holdings VIII s, Gores Technology II s or Gores Guggenheim s performance as indicative of our future performance. Table of Contents Business Strategy Our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, to build a company in an industry or sector that complements the experience of our management team and can benefit from our operational expertise. Our acquisition selection process will leverage our team s network of potential transaction sources, ranging from owners and directors of private and public companies, private equity funds, investment bankers, lenders, attorneys, accountants and other trusted advisors across various sectors. In addition, we intend to utilize the networks and industry experience of each of Mr. Gores, Mr. Fike, Mr. Wilson and The Gores Group in seeking an initial business combination. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. This network has been developed through our management team s combined history of over 85 years of business experience, including in venture capital, private equity, technology businesses, and investment banking. We expect this network will provide our management team with a robust and consistent flow of acquisition opportunities. Mr. Fike and Mr. Wilson will also leverage their recent experience as Partners at SoftBank to develop a robust pipeline of late-stage high-growth technology companies. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potentially interesting leads. Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies that we believe: can utilize the extensive networks we have built in the technology industry to materially drive future company value creation; have a large total and serviceable addressable market opportunity with an ability to expand into adjacent markets to sustain growth; have multiple points of sustainable technology driven competitive advantage; can benefit from our operational and strategic approach; are market leaders that have the potential to compound growth for many years into the future; and have reached a transition point in their lifecycle presenting an opportunity for transformative growth. Table of Contents These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. Initial Business Combination Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority ( FINRA ), or an independent accounting firm with respect to the satisfaction of such criteria. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our business combination. Table of Contents Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information that will be made available to us. We will also utilize our operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a target business, nor have they had any discussions regarding possible target businesses with our underwriters. All of the members of our management team are employed by certain affiliates of The Gores Group. The Gores Group is continuously made aware of potential business combination opportunities, and we may pursue any business combination target that has already been considered by The Gores Group, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII or Gores Technology II, in a different context. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with us and we will not consider a business combination with any company that has already been identified to The Gores Group as an acquisition candidate for it. Additionally, we have not, nor has anyone on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Specifically, all of our officers and certain of our directors have fiduciary and contractual duties to The Gores Group and certain companies it has invested in or managed, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology II or Gores Guggenheim. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he has then-current fiduciary or contractual obligations, he will honor his or her fiduciary or contractual obligations Table of Contents to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to search for an initial business combination. Our amended and restated certificate of incorporation will contain a waiver of the corporate opportunity doctrine, which will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation. The purpose for the surrender of corporate opportunities is to allow officers, directors or other representatives with multiple business affiliations to continue to serve as an officer of our company or on our board of directors. Our officers and directors may from time to time be presented with opportunities that could benefit both another business affiliation and us. In the absence of the corporate opportunity waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the inclusion of the corporate opportunity waiver in our amended and restated certificate of incorporation provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates. However, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our initial business combination. The different timelines of competing business combinations could cause our directors and officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders best interest, which could negatively impact the timing for a business combination. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. In particular, affiliates of our sponsor are currently sponsoring seven other blank check companies, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology II and Gores Guggenheim. Gores Holdings V, Gores Holdings VI, Gores Holdings VII, Gores Holdings VIII and Gores Guggenheim may seek to complete a business combination in any location and is not focusing on any particular industry for business combinations. Gores Metropoulos II may seek to complete a business combination in any location and is focusing on a business combination in the consumer products and services industry, Gores Technology II may seek to complete a business combination in any location and is focusing on a business combination in the technology industry. Further, Mr. Gores, our Chairman, serves as the Chief Executive Officer of Gores Metropoulos II, Mr. Wilson, our Co-Chief Executive Officer, serves as the Co-Chief Executive Officer of Gores Technology II, Mr. Fike, our Co-Chief Executive Officer, serves as the Co-Chief Executive Officer of Gores Technology II and Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer for Gores Holdings V, Gores Holdings VI, Table of Contents Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology II and Gores Guggenheim. Any such companies, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII and Gores Technology II may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts with Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology II and Gores Guggenheim would materially affect our ability to identify and pursue initial business combination opportunities or complete our initial business combination because (i) Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII and Gores Guggenheim each have a Chief Executive Officer that is different than Gores Technology, (b) we expect that Mr. Gores will lead the search for a business combination target for each of Gores Holdings V, Gores Holdings VI, Gores Holdings VII, Gores Holdings VIII and Gores Guggenheim and given the industry focus of Gores Metropoulos II, Mr. Metropoulos will lead the search for a business combination target for Gores Metropoulos II, whereas Mr. Fike and Mr. Wilson will lead the search for a business combination target for Gores Technology, (c) none of our directors that will be on our board are directors of either Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology II and Gores Guggenheim, (d) we believe the different composition of our leadership will mitigate any potential conflicts of interest with respect to Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII and Gores Guggenheim and (e) our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, and we are not limited by industry or geography in terms of the acquisition opportunities we can pursue. In addition to the above, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business activities, including selecting a business combination target and monitoring the related due diligence. See Risk Factors Risks Relating to our Management Team Our officers and directors will allocate their time to other businesses thereby causing potential conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to identify and pursue initial business combination opportunities or complete our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Further, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 24 months after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders until 180 days after the completion of our initial business combination. With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate Table of Contents business with which to effectuate our initial business combination because of their financial interest in completing an initial business combination within 24 months after the closing of this offering. As more fully discussed in Management Conflicts of Interest, if any of our directors or officers becomes aware of any business combination target that falls within the line of business of any entity to which he has pre-existing fiduciary or contractual obligations, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology II or Gores Guggenheim, he may be required to present such business combination target to such entity prior to presenting such business combination target to us. Our directors and officers currently have fiduciary duties or contractual obligations that may take priority over their duties to us. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for Table of Contents so long as either (1) the market value of our common stock held by non-affiliates does not equal or exceed $250.0 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our common stock held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Our executive offices are located at 6260 Lookout Road, Boulder, Colorado 80301 and our telephone number is (303) 531-3100. Table of Contents The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Securities offered 24,000,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-fifth of one warrant. Nasdaq symbols Units: GTPAU Class A Common Stock: GTPA Warrants: GTPAW Trading commencement and separation of Class A common stock and warrants The units will begin trading promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of Table of Contents this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place two business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 24,000,000(1) Common stock: Number outstanding before this offering 6,900,000 shares of Class F common stock(2)(3) Number outstanding after this offering 30,000,000 shares of Class A common stock and Class F common stock(1)(3) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 3,400,000(1) Number of warrants to be outstanding after this offering and the private placement 8,200,000(1) Exercisability Each whole warrant is exercisable to purchase one share of our Class A common stock and only whole warrants are exercisable. Exercise price $11.50 per share, subject to adjustment as described herein. (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 900,000 founder shares. As discussed under Founder shares below, for our sponsor to maintain ownership of 20% of the outstanding shares following completion of this offering, if the over-allotment option is not exercised by the underwriters, our sponsor would be required to forfeit 900,000 shares. (2) Includes up to 900,000 shares that are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. (3) The shares of common stock included in the units are Class A common stock. Founder shares are classified as shares of Class F common stock, which shares are convertible into shares of our Class A common stock on a one- for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Table of Contents Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, or 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use commercially reasonable efforts to file and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided, that if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and Table of Contents if, and only if, the last sale price of our Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for Class A common stock Commencing ninety days after the warrants become exercisable we may redeem the outstanding warrants: in whole and not in part; at a price equal to a number of shares of Class A common stock to be determined by reference to the table set forth under Description of Securities Warrants Public Stockholders Warrants based on the redemption date and the fair market value of our Class A common stock except as otherwise described in Description of Securities Warrants Public Stockholders Warrants ; if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding public warrants, as described above; upon a minimum of 30 days prior written notice of redemption; if, and only if, there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given; and if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. Table of Contents The fair market value of our Class A common stock shall mean the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption of the warrants. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Stockholders Warrants for additional information. Cashless Exercise If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section of this prospectus entitled Description of Securities Warrants Public Stockholders Warrants for additional information. Except as set forth herein, none of the private placement warrants will be redeemable by us so long as they are held by the sponsor or its permitted transferees. Founder shares On January 19, 2021, our sponsor purchased 6,900,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the Table of Contents company had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering. As such, our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). Prior to the completion of this offering, our sponsor will transfer 25,000 founder shares to each of our independent director nominees at their original purchase price. Up to 900,000 founder shares will be subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised so that our initial stockholders will maintain ownership of 20% of our common stock after this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are shares of Class F common stock that automatically convert into shares of our Class A common stock at the time of our initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination; provided, however, that with respect to the election of directors in connection with a meeting of the stockholders of the Company for approval of an initial business combination, holders of the Class A common stock and holders of the Class F common stock, voting together as a single class, shall have the exclusive right to vote for the election of directors; and holders of a majority of founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination and (ii) to waive their rights to Table of Contents liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our business combination within the prescribed time frame. If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. Our initial stockholders have agreed to vote any founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 9,000,001 or approximately 37.5%, of the 24,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised); and the founder shares are subject to registration rights. Transfer restrictions on founder shares With certain limited exceptions, our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until 180 days after the completion of our initial business combination. We refer to such transfer restriction throughout this prospectus as the lock-up. Founder shares conversion and anti-dilution rights The shares of Class F common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that any amount of additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted in connection with financing or consummating the business combination or for anti-dilution purposes (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such adjustment with respect to any such issuance Table of Contents or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination). Holders of founder shares may also elect to convert their shares of Class F common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors; provided, however, that with respect to the election of directors in connection with a meeting of the stockholders of the Company for approval of an initial business combination, holders of the Class A common stock and holders of the Class F common stock, voting together as a single class, shall have the exclusive right to vote for the election of directors. Other than pursuant to the provision in the preceding sentence, holders of our public shares will not be entitled to vote on the appointment of directors. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by approval of a majority of the Class F common stock then outstanding in an annual meeting. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial business combination. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 3,400,000 private placement warrants (or 3,760,000 if the over-allotment option is exercised in full), each exercisable to purchase Table of Contents one share of our Class A common stock at $11.50 per share, at a price of $2.00 per whole warrant (approximately $6,800,000 in the aggregate or $7,520,000 in the aggregate if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each whole private placement warrant is exercisable for one whole share of our Class A common stock at $11.50 per share. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $240.0 million (or $276.0 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable (except as set forth under Description of Securities Warrants Public Stockholders Warrants Redemption of warrants for Class A common stock ) and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described under the section of this prospectus entitled Principal Stockholders Restrictions on Transfers of Founder Shares and Private Placement Warrants ). Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Table of Contents common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. Proceeds to be held in trust account The rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds of this offering and the sale of the private placement warrants, $240,000,000, or $10.00 per unit ($276,000,000, or $10.00 per unit, if the underwriters over-allotment option is exercised in full) will be placed into a U.S.-based trust account with Computershare Trust Company, N.A. acting as trustee. These proceeds include $8,400,000 (or $9,660,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to up to $900,000 per year of interest earned on the funds held in the trust account that may be released to us to fund our regulatory compliance requirements and other costs related thereto (a Regulatory Withdrawal ), plus additional amounts to pay our franchise and income tax obligations, if any, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (a) the completion of our initial Table of Contents business combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to stockholders rights or pre-initial business combination activity and (c) the redemption of our public shares if we are unable to complete our business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Except as described above with respect to the funding of our Regulatory Withdrawals and the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. Based upon assumed interest rates, we expect the trust account to generate approximately $480,000 of interest annually. Except as described above, unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $570,000 in working capital after the payment of approximately $1,430,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. Table of Contents If our board is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Permitted purchases of public shares by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination where otherwise permissible under applicable laws, rules and regulations. However, they have Table of Contents no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including up to $900,000 per year of interest earned on the funds held in the trust account and not previously released to us to fund our Regulatory Withdrawals and/or to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our business combination or otherwise. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination Table of Contents either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender Table of Contents offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, stockholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need 9,000,001 or approximately 37.5%, of the 24,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised). We intend to give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum Table of Contents and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed business combination is not approved and we continue to search for a target company, we will promptly return any certificates delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. Table of Contents Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our business combination. Redemption rights in connection with proposed amendments to our amended and restated certificate of incorporation Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the Table of Contents private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law (the DGCL ), or applicable stock exchange rules. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation and/ or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, executive officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that would affect (i) the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) any other provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our initial stockholders have entered into letter agreements with us pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business Table of Contents combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers and directors have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to fund our Regulatory Withdrawals and/or to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination within the 24-month time period. Our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have waived Table of Contents their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our initial stockholders acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Payments to insiders There will be no restrictions on payments made to insiders. We expect that some or all of the following payments will be made to our sponsor, officers or directors, or our or their affiliates: Repayment of up to an aggregate of $450,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to an affiliate of our sponsor of $20,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support; Reimbursement of legal fees and expenses incurred by our sponsor, officers or directors in connection with our formation, the initial business combination and their services to us; Payment of fees and reimbursement of out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $2.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Table of Contents However, no such payments will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest The Gores Group manages several investment vehicles. Funds managed by Gores or its affiliates may compete with us for acquisition opportunities. If these funds decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Gores, including by Mr. Gores, Mr. Wilson or Mr. Fike, may be suitable for both us and for a current or future Gores fund and may be directed to such investment vehicle rather than to us. Neither Gores nor members of our management team who are also employed by certain affiliates of The Gores Group have any obligation to present us with any business combination target of which they become aware, unless presented to such member solely in his or her capacity as an officer of the company. Gores and/or our management, in their capacities as officers or managing directors of Gores or in their other endeavors, may be required to present such business combination target to the related entities described above, current or future Gores investment vehicles, or third parties, before they present such business combination target to us. The Gores Group does not have any present intention to invest in new portfolio companies, and therefore we do not expect conflicts of interest with respect to The Gores Group. Further, any potential investment by The Gores Group would be significantly smaller than the companies that we would consider for potential business combinations, and therefore it is likely that any investment by The Gores Group would not be suitable for us, and that any investment by us would not be suitable for The Gores Group. Table of Contents Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Specifically, all of our officers and certain of our directors have fiduciary and contractual duties to The Gores Group and certain companies it has invested in or managed, including, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology II and Gores Guggenheim. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he has then-current fiduciary or contractual obligations, he will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to search for an initial business combination. Our amended and restated certificate of incorporation will contain a waiver of the corporate opportunity doctrine, which will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation. The purpose for the surrender of corporate opportunities is to allow officers, directors or other representatives with multiple business affiliations to continue to serve as an officer of our company or on our board of directors. Our officers and directors may from time to time be presented with opportunities that could benefit both another business affiliation and us. In the absence of the corporate opportunity waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the corporate opportunity waiver in our amended and restated certificate of incorporation provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates. However, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and pursuing an initial business Table of Contents combination or completing our initial business combination. The different timelines of competing business combinations could cause our directors and officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders best interest, which could negatively impact the timing for a business combination. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. In particular, affiliates of our sponsor are currently sponsoring seven other blank check companies, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology II, and Gores Guggenheim. Gores Holdings V, Gores Holdings VI, Gores Holdings VII, Gores Holdings VIII, and Gores Guggenheim may seek to complete a business combination in any location and is not focusing on any particular industry for business combinations. Gores Metropoulos II may seek to complete a business combination in any location and is focusing on a business combination in the consumer products and services industry, Gores Technology II may seek to complete a business combination in any location and is focusing on a business combination in the technology industry. Further, Mr. Gores, our Chairman, serves as the Chief Executive Officer of Gores Metropoulos II, Mr. Wilson, our Co-Chief Executive Officer, serves as the Co-Chief Executive Officer of Gores Technology II, Mr. Fike, our Co-Chief Executive Officer, serves as the Co-Chief Executive Officer of Gores Technology II and Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer for Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology II and Gores Guggenheim. Any such companies, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Table of Contents Gores Holdings VII, Gores Holdings VIII, Gores Technology II and Gores Guggenheim may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts with Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology II and Gores Guggenheim would materially affect our ability to identify and pursue initial business combination opportunities or complete our initial business combination because (i) Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII and Gores Guggenheim each have a Chief Executive Officer that is different than Gores Technology, (b) we expect that Mr. Gores will lead the search for a business combination target for each of Gores Holdings V, Gores Holdings VI, Gores Holdings VII, Gores Holdings VIII and Gores Guggenheim and given the industry focus of Gores Metropoulos II, Mr. Metropoulos will lead the search for a business combination target for Gores Metropoulos II, whereas Mr. Fike and Mr. Wilson will lead the search for a business combination target for Gores Technology, (c) none of our directors that will be on our board are directors of either Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology II and Gores Guggenheim, (d) we believe the different composition of our leadership will mitigate any potential conflicts of interest with respect to Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII and Gores Guggenheim and (e) our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, and we are not limited by industry or geography in terms of the acquisition opportunities we can pursue. In addition to the above, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business activities, including selecting a business combination target and monitoring the related due diligence. See Risk Factors Risks Relating to our Management Team Our officers and directors will allocate their time to other businesses thereby causing potential conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to identify and pursue initial business combination opportunities or complete our initial business combination. Table of Contents Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Further, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 24 months after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders until 180 days after the completion of our initial business combination. With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination because of their financial interest in completing an initial business combination within 24 months after the closing of this offering. As more fully discussed in Management Conflicts of Interest, if any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he has pre-existing fiduciary or contractual obligations, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII and Gores Technology II, he may be required to present such business combination target to such entity prior to presenting such business combination target to us. Our directors and officers currently have fiduciary duties or contractual obligations that may take priority over their duties to us. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent public accountants) for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account Table of Contents to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the $900,000 per year of interest which may be withdrawn to fund our Regulatory Withdrawals, plus additional amounts released to us to pay our franchise and income tax obligations. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification obligations. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Risks We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see the section of this prospectus entitled Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Summary of Risk Factors An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment: We are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Table of Contents Past performance by Gores, including our management team, and other businesses associated with our management team may not be indicative of future performance of an investment in the Company. Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. If we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination. If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed business combination and reduce the public float of our Class A common stock. You will not be entitled to protections normally afforded to investors of many other blank check companies. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 24 months, we may be unable to complete our initial business combination, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus ( COVID-19 ) outbreak and the status of debt and equity markets. The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view. We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. Table of Contents We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest. Since our sponsor, officers and directors will lose their entire investment in us if our business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. Our initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support. Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. The other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. Table of Contents Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. January 19, 2021 Actual As Adjusted Balance Sheet Data Working capital $ 3,517 $ 232,173,517 Total assets $ 418,199 $ 240,573,517 Total liabilities $ 414,682 $ 8,400,000 Value of Class A common stock that may be redeemed in connection with our initial business combination ($10.00 per share) $ $ 227,173,510 Stockholders equity $ 3,517 $ 5,000,007 (1) The as adjusted information gives effect to the sale of the units we are offering and the sale of the private placement warrants, including the application of the related gross proceeds and the payment of the estimated remaining costs from such sale and the repayment of the accrued and other liabilities required to be repaid. If no business combination is completed within 24 months from the closing of this offering, the proceeds then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to fund our Regulatory Withdrawals and/or to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within such 24 month time period. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001837207_g-squared_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001837207_g-squared_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..035eb8ea6be11ea76f2261e912cdbaed43bb10ec
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001837207_g-squared_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time; company, we, us, our, or our company are to G Squared Ascend I Inc., a Cayman Islands exempted company; forward purchase agreement are to the agreement between the company and our sponsor, providing for the sale to our sponsor or an affiliate of our sponsor, in the aggregate, of 10,000,000 Class A ordinary shares and 3,333,333 redeemable warrants, for an aggregate purchase price of $100,000,000, in each case, for $10.00 per one Class A ordinary share and one-fifth of one redeemable warrant, in a private placement that will close substantially concurrently with the closing of our initial business combination; forward purchase securities are to the forward purchase shares and forward purchase warrants (and the Class A ordinary shares issuable upon exercise of the forward purchase warrants) to be issued to our sponsor or one of its affiliates pursuant to the forward purchase agreement; forward purchase shares are to the Class A ordinary shares to be issued to our sponsor or one of its affiliates pursuant to the forward purchase agreement; forward purchase warrants are to the redeemable warrants to be issued to our sponsor or one of its affiliates pursuant to the forward purchase agreement; founders are to Larry Aschebrook, our Chairman of the Board, Ward Davis, our Chief Executive Officer and Director, and Tom Hoban, our Chief Financial Officer; founder shares are to our Class B ordinary shares outstanding as of this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); G Squared are to G Squared Equity Management LP. initial shareholders are to our sponsor and each other holder of founder shares upon the consummation of this offering; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; our founding team are to our executive officers and directors (including our director nominees who will become directors at the consummation of this offering); private placement warrants are to the warrants sold to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shareholders are to the holders of our public shares, including our sponsor and founding team to the extent our sponsor and/or members of our founding team purchase public shares, provided that our sponsor s and each member of our founding team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares to be sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and sponsor are to G Squared Ascend Management I, LLC, a Cayman Islands limited liability company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, Dated JANUARY 28, 2021 PRELIMINARY PROSPECTUS $250,000,000 G Squared Ascend I Inc. 25,000,000 Units G Squared Ascend I Inc. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fifth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriter has a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, G Squared Ascend Management I, LLC, has agreed to purchase an aggregate of 4,833,333 warrants (or 5,333,333 warrants if the underwriters over-allotment option is exercised in full), at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $7,250,000 (or $8,000,000 if the over-allotment option is exercised in full) that will close simultaneously with the closing of this offering. Each private warrant is identical to the public warrants sold in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders currently own an aggregate of 7,187,500 Class B ordinary shares (up to 937,500 of which are subject to forfeiture) which will automatically convert into Class A ordinary shares at the time of our initial business combination as described herein. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Our sponsor has committed to enter into a forward purchase agreement with us that will provide for the purchase by our sponsor or an affiliate of our sponsor, in the aggregate, of 10,000,000 forward purchase securities, for an aggregate purchase price of $100,000,000, with each forward purchase security consisting of one Class A ordinary share and one-fifth of one redeemable warrant in each case, for $10.00 per forward purchse security, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities sold pursuant to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units being sold in this offering, respectively, except that our sponsor or an affiliate of our sponsor, as applicable, will have certain registration rights, as described herein. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol GSQD.U . We cannot guarantee that our securities will be approved for listing on the NYSE. We expect that the Class A ordinary shares and warrants comprising the units to begin separate trading on the NYSE under the symbols GSQD and GSQD.W , respectively on the 52nd day following the date of this prospectus unless UBS Securities LLC informs us of its decision to permit earlier separate trading and we have satisfied certain conditions described herein. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and, as such, will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 41 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 13,750,000 Proceeds, before expenses, to us $ 9.45 $ 236,250,000 (1) Includes $0.35 per unit, or $8,750,000 in the aggregate (or $10,062,500 in the aggregate if the underwriter s over-allotment option is exercised in full), payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriter only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriter s over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S. based trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2021. Sole Book Running Manager UBS Investment Bank , 2021 TABLE OF CONTENTS and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Overview G Squared Ascend I Inc., is incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. OUR COMPANY G Squared Ascend I Inc. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. While we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus our search within the technology sector, and specifically within six core verticals, or megatrends as described below. Our sponsor is an affiliate of G Squared Equity Management LP ( G Squared ), a registered investment adviser ( RIA ) under the Investment Advisers Act of 1940, as amended, and venture capital fund manager which was founded in 2011 by Larry Aschebrook. As of the date of this prospectus, G Squared has 25 professionals across four offices, San Francisco, CA, Chicago, IL, Greenwich, CT, and Zurich, Switzerland, and has deployed more than $2 billion of capital since inception across several funds, separate managed accounts and co-investments focused on growth stage opportunities in the global technology sector. G Squared has 60 total active positions across current active funds, with a co-invest ratio of 1:2. G Squared has invested in approximately 100 companies since the firm s founding. Numerous of those investments have been successfully exited via IPO, direct listing, or M&A with strategic and financial investors and SPACs. G Squared has completed over 180 total transactions since January 2019. This investment activity has taken place globally with recent emphasis on Europe where the firm has invested over $250 million into companies operating and headquartered there. Our investment focus will be aligned with six areas within technology which G Squared focuses on and has identified as core megatrends. Software-as-a-Service, Online Marketplaces, Mobility 2.0/Logistics, Fintech/Insurtech, New Age Media and Sustainability. G Squared s portfolio includes leaders in these sectors such as 23andMe, Auto1, Blend, Bolt, Brex, Convoy, Coursera, Fast, Flexport, Revolut, Toast, Turo, UiPath and WeFox. G Squared has also successfully exited investments in notable public companies such as Asana, Dropbox, Jamf, Lemonade, Lyft, Meituan, Palantir, Peloton, Pinterest, Postmates, Snap, Spotify, Twitter and Uber among others. We believe our management team is well positioned to source attractive businesses within the global technology sector, and specifically across these six megatrends that we believe present attractive opportunities for public market investors. We intend to focus on evaluating established companies with leading competitive positions, strong management teams, and long-term potential for growth and profitability. OUR AFFILIATION WITH G SQUARED G Squared was formed with the singular goal of investing in the world s leading mid-to-late-stage, venture-backed private companies that could be, and in many cases should be, public companies. The evolution of the IPO landscape and the emergence of private, billion-dollar plus valuation, venture-backed companies ( Unicorns ) continue to create an opportunity for growth-oriented investors seeking liquidity in a TABLE OF CONTENTS short window. As VC backed companies have continued to stay private longer, the number of businesses with a valuation of over $1 billion has dramatically accelerated. The typical private company lifecycle has elongated from just a few years from idea to IPO to ~14 years in 2018, according to the Kauffman Fellows. According to CB Insights, as of January 2021, there were 518 private company Unicorns with a cumulative valuation of $1.6 trillion. Against this backdrop, G Squared built a business that provides growth capital to companies and also satisfies the liquidity needs of early-stage investors and employees seeking to monetize or partially monetize their shares in these highly regarded growth-stage businesses. G Squared s status as an RIA, allows it to purchase both primary and secondary direct shares. Many traditional VC firms operate under the Venture Capital Exemption Act which restricts their weighting of capital allocation into secondary transactions. These traditional VCs must deploy over 80% of their funds directly into primary rounds. G Squared s flexibility in building positions in companies has created a structuring expertise that includes a variety of securities. We believe this proven ability to tailor liquidity solutions to the specific needs of a target company will be an attractive element of our value proposition to potential business combination targets. The areas of historical investment focus for G Squared include the following: Secondary Direct Investments: The G Squared team works alongside portfolio company C-suites and board members to create ongoing liquidity programs as the company s Right of First Refusal (RoFR) partner. G Squared refers to this investment strategy as their proprietary SaaS; Secondaries-as-a-Service. G Squared has deployed this Secondaries-as-a-Service strategy into a majority of their positions across their funds. This unique strategy enables strong rapport with portfolio company management teams and fosters longstanding relationships that persist well into the typical portfolio company s public market debut. Our sponsor s Secondaries-as-a Service provides portfolio company management teams and boards with (i) the ongoing absorption of secondary transactions identified by management that relieves the pressure of today s elongated private company life cycle, (ii) cap table / valuation management advisory, (iii) the enablement of employee options and shareholder financing programs and (iv) the creation of liquidity for other managers invested who hold shares in a vehicle that have exhausted the related fund s life. This contributes to the greater than 70% of shares in current active funds sourced through secondary transactions. Historically, this activity has supported portfolio companies to stay private longer. We view the G Squared Ascend strategy as an Exit-as-a-Service enhancement to our sponsor s core Secondaries-as-a-Service expertise. This strategy is being deployed as an increasing number of our portfolio companies appear ripe for public markets. G Squared views this overall Secondaries-as-a-Service approach as an important core competency of the organization that should serve to enhance our Company s likelihood of completing a successful merger. Additionally, our sponsor s experience in structuring transactions in the private market should translate to flexibility around reaching a successful deal. Primary Direct Investments: Primary direct investments will typically consist of equity (preferred or common stock) or convertible debt and can include multiple structuring mechanisms to enhance return profile or protect against investment losses. Employee Tenders: G Squared has led a substantial number of employee tenders for portfolio companies in previous flagship funds that often relieve employee retention concerns by providing needed liquidity. This expertise may be of value in an acquisition that includes a secondary component for the target business. Our sponsor has developed an extensive global network of venture GP peers and growth-stage management teams. Further, G Squared has created a niche in the growth venture capital ecosystem by becoming a trusted liquidity solution provider to: Portfolio Companies: Partnering with management teams and boards by providing growth capital in primary rounds, assisting with cap table management by purchasing secondary shares from willing sellers and supporting worker retention with coordinated and structured employee tender transactions. Other General Partners ( GPs ): Partnering with leading venture capital firms to provide latter-stage secondary exits for certain top positions that have exhausted their respective fund lives, or that need liquidity. TABLE OF CONTENTS By becoming a valued partner to both companies and other GPs, G Squared is often invited to invest in some of the world s leading private tech businesses. The access attained by our sponsor benefits our Company by affording it the ability to identify winning business models in their respective niches that have demonstrated strong fundamental performance over time. G Squared investment activity over several committed capital funds has consistently produced top returns. Further, G Squared has been recognized by Institutional Investor and Prequin as one of the top performing venture capital fund managers in the world. Our sponsor s funds generally target growth-stage companies that exhibit proven concepts and commercial viability in the sectors described in Our Market Opportunity. The Company will leverage this research and experience to engage potential acquisition targets through G Squared s network of industry participants, often through invitation by executives, board directors, or early investors. Our sponsor will filter investment opportunities from several hundred VC-backed unicorns and emerging unicorns, will actively track and assess hundreds of companies, and has transacted in over 40 companies. We fully expect our sponsor s market positioning to be advantageous in identifying potential targets. G Squared s historic returns have been driven by portfolio company fundamental performance. It is the responsibility of G Squared s research function to evaluate and recommend investment opportunities, leveraging nearly a decade of proprietary firm analysis. Our sponsor s research team incorporates individuals with not only extensive VC / private market experience, but also seasoned hedge fund managers with deep public equity research and portfolio management experience. The addition of a hedge fund perspective to our research function, inclusive of a team that has evaluated hundreds of initial public offerings over a 26-year period of public market investing, delivers a critical eye to exit outcomes and understands what makes for a successful public company another unique element of our sponsor s proposition. OUR SENIOR MANAGEMENT TEAM AND BOARD OF DIRECTORS Larry Aschebrook, Chairman Mr. Aschebrook is the Founder and Managing Partner of G Squared. He is a member of the G Squared Executive Group and G Squared Investment Committee. Under the leadership of Mr. Aschebrook, G Squared has deployed over $2 billion in total capital since inception across several flagship funds, co-investment funds and separate managed accounts. Mr. Aschebrook has led or co-led every major investment of G Squared including but not limited to current holdings of 23andMe, Auto1, Blend, Bolt, Brex, Convoy, Coursera, Fast, Flexport, Revolut, Toast, Turo, and WeFox, as well as now notable public companies such as Asana, Dropbox, Jamf, Lemonade, Lyft, Meituan, Palantir, Peloton, Pinterest, Postmates, Snap, Spotify, Twitter and Uber among others. Having previously served on the boards of directors of numerous VC-backed businesses, Mr. Aschebrook oversees many of G Squared s close ties to other top-tier venture funds. Prior to founding G Squared, Mr. Aschebrook owned multiple businesses and previously served as a Vice President level administrator for five large academic institutions including Arizona State University, at the time the largest university in the U.S. by student population. Mr. Aschebrook s primary responsibility in these positions was development activity, such as raising funds from private and corporate donors. Over the course of his career, Mr. Aschebrook was responsible for overseeing hundreds of millions of dollars in grants, donations and sponsorships. He was also responsible for multi-million-dollar projects such as stadium naming rights, television and radio rights, as well as all revenue generation activities for athletics as Associate Athletic Director. During the same period, Mr. Aschebrook launched his first private investment partnership. Mr. Aschebrook earned his MBA from the W.P. Carey School of Business at Arizona State University. Additionally, he earned a MS in Athletic Administration and a B.S. from the University of Wisconsin system. Ward Davis, Chief Executive Officer and Director Mr. Davis joined G Squared in July 2019, bringing nearly three decades of public equity market research and portfolio management experience to the organization. He has led several investments at G Squared with emphasis on certain Mobility 2.0/Logistics and Online Marketplace sectors. Mr. Davis holds extensive proficiency in evaluating business plans, appraising management teams, dissecting industry TABLE OF CONTENTS competitive dynamics and scrutinizing financials of publicly traded companies across a multitude of consumer and technology sectors. Over a 26-year career as an equity analyst, portfolio manager and business founder, Mr. Davis successfully led investment management organizations and teams through a multitude of business and market cycles. Additionally, over this time he evaluated and participated in hundreds of initial public offerings. Prior to joining G Squared, Mr. Davis was the Founder and Chief Investment Officer of Caerus Investors, a hedge fund focused on the broad consumer sector that launched in 2009. From 2002 to 2009, he was the co-Founder and co-Chief Investment Officer at Trivium Capital, a hedge fund focused on technology and consumer equities. From 1998 to 2002, Mr. Davis was Managing Director at Chilton Investment Company where he headed the consumer sector team. He also served stints at Zweig DiMenna Associates and Massachusetts Financial Services as a senior equity analyst. Prior to his career in investment management, Mr. Davis spent five years at Matsushita Electric Industrial and was the first US employee working within the finance department at the company s headquarters in Osaka, Japan. Mr. Davis holds an MBA from The Tuck School at Dartmouth College and a BA in East Asian Studies from Washington and Lee University. Tom Hoban, Chief Financial Officer Mr. Hoban joined G Squared in February 2020 as Chief Operating Officer after spending the prior 29 years in the hedge fund industry managing the non-investment operations of multiple firms. He brings extensive experience in operations, accounting, compliance and investor relations having built both institutional infrastructure for a number of start-up firms and run the back-office for multi-billion dollar established managers. Prior to joining G Squared, Mr. Hoban was a founding partner and the Chief Operating Officer at Aravt Global, a growth-focused long/short equity hedge fund. Prior to Aravt, from 1993 to 2013 Mr. Hoban held senior operating and finance roles for several asset management firms including Vinik Asset Management, Signpost Capital, Sursum Capital Management, PilotRock Investment Partners, Chilton Investment Company and Tudor Investments. He started his career at Ernst & Young auditing hedge funds and commodity trading firms, including Tudor and Commodities Corporation. Mr. Hoban graduated from Villanova University with a BS in Accountancy and is a registered CPA in New York State. Thomas Evans, Director Nominee Thomas R. Evans serves as a director of Angie s Home Services (NAS: ANGI) and Shutterstock, (NYSE: SSTK). Previously, Mr. Evans was the President and Chief Executive Officer of Bankrate, Inc. (NYSE: RATE), an internet publisher of consumer financial content and rate information from 2004 through 2013. In 2009, Mr. Evans took Bankrate through a $580 million go-private transaction with Apax Partners. Later, he led Bankrate through a $1.5 billion initial public offering. From 1999 to 2003, Mr. Evans served as Chairman and Chief Executive Officer of Official Payments Corp. From March 1998 to June 1999, he was President and Chief Executive Officer of GeoCities Inc. We believe Mr. Evans public company board experience and chief executive experience make him well qualified to serve on our board of directors. Mr. Evans holds a BA from Arizona State University. Heather Hasson, Director Nominee Heather Hasson is the Co-Founder and Co-CEO of FIGS. A serial entrepreneur with a background in design and luxury fashion, Heather has brought the healthcare workwear industry into the twenty-first century with technical products and an industry-shifting distribution model. Heather was selected as an Endeavor Entrepreneur in 2015. She won the Ernst and Young Entrepreneur of the Year Award for the Greater Los Angeles Region in 2018. She was recognized as one of the 100 Most Intriguing Entrepreneurs by Goldman Sachs Builders and Innovators Summit in 2018 and 2019 and was named Inc. Magazine s Top 100 Female Founders in 2019. Heather received the RxArt Foundation s Innovation Award in 2019 and TABLE OF CONTENTS sits on the RxArt Board. Heather received her B.A. in Political Science from Wisconsin University. We believe Ms. Hasson unique entrepreneurial background make her well qualified to serve on our board of directors. Ms. Hasson attended the Business School at University of Oxford and holds a B.A. in Political Science from the University of Wisconsin-Madison. Lauri M Shanahan, Director Nominee Lauri M. Shanahan serves as a director of Deckers Brands (NYSE: DECK), Treasury Wine Estates (ASX: TWE) and Cedar Fair Entertainment Company (NYSE: FUN). She currently chairs Deckers Governance Committee and Cedar Fair s Compensation Committee. Ms. Shanahan has over 25 years of executive, consulting and board leadership experience across a number of global consumer businesses as well as private, high-growth companies from a diverse array of industries. Ms. Shanahan was previously EVP, Chief Administrative Officer and Chief Legal Officer of Gap Inc., where she served on the Executive Leadership Team and was involved in leading the company s domestic and global expansion. She was recognized as one of the 40 Most Influential People of Gap Inc. during its first 40 years. We believe Ms. Shanahan s deep experience in strategic planning, governance, sustainability, leadership development and executive compensation make her well qualified to serve on our board of directors. Ms. Shanahan holds a BS in Finance from the University of Colorado and a JD from UCLA. OUR STRATEGIC ADVISORS In addition to our management, investment team and board of directors, we will be supported by the following strategic advisors. We currently expect our strategic advisors to (i) assist us in sourcing and negotiating with potential business combination targets, (ii) provide business insights when we assess potential business combination targets and (iii) upon our request, provide business insights as we work to create additional value in the business or businesses that we acquire. In this regard, our strategic advisors will fulfil some of the same functions as our board members; however, they will not owe any fiduciary obligations to us nor will they perform board or committee functions or have any voting or decision-making capacity on our behalf. They will also not be required to devote any specific amount of time to our efforts. While certain of our strategic advisors have ownership interests in our sponsor, none of our strategic advisors have any employment, consulting fee or other similar compensation arrangements with us. Johan Bergqvist, Special Advisor Johan Bergqvist, currently is the CFO of Bolt, a transportation platform providing ride-hailing, micromobility, and food delivery services. Bolt is headquartered in Tallinn, Estonia and operates in over 200 cities in 40 countries in Europe, Africa, Western Asia and North America. Today Bolt is considered one of the fasted growing mobility companies in the world. As the CFO of Bolt Mr. Bergqvist has overseen several significant rounds of equity and debt financings. Prior to joining Bolt, Mr. Bergqvist was the VP of Corporate Finance and Treasury at Spotify. During his Spotify career, he helped the company scale from a few hundred million in revenue to several billions. Mr. Bergqvist was a part of the core team that listed Spotify on the New York Stock Exchange at a $30 billion valuation, making it the highest-valued European tech startup at the time. We believe Mr Bergqvist s Mobility 2.0 and New Age Media expertise, along with his strong European connections, make him well qualified to serve as a strategic advisor. Kenneth Hahn, Special Advisor Kenneth Hahn presently serves as the Chief Financial Officer of Coursera, a high-growth private online education company. Mr. Hahn brings more than twenty years of experience as the Chief Financial Officer of several public and private companies: Collective Health, Icontrol Networks (acquired by Comcast), QuinStreet (Nasdaq: QNST), Borland Software (Nasdaq: BORL), and Extensity (Nasdaq: EXTN). Mr. Hahn led the IPOs, as CFO, of QuinStreet and Extensity and has extensive operational mergers and acquisitions experience, both on the buyside and sellside, of private and public companies. He has a deep network of operating professionals and board members from his thirty years of experience in Silicon Valley. Prior to his executive roles, his professional services background included eight years at the Boston TABLE OF CONTENTS Consulting Group and PricewaterhouseCoopers. Mr. Hahn holds a BA in Business from CSU Fullerton, summa cum laude, and an MBA from Stanford University, where he was named an Arjay Miller Scholar. He has also earned CPA (inactive) and CMA credentials. We believe Mr. Hahn s deep financial and business creation skills make him a valuable member of our strategic advisors Mike Linton, Special Advisor Mike Linton serves as Chief Revenue Officer at Ancestry. Mr. Linton joined Ancestry in September 2019, to lead consumer and product marketing with a focus on accelerating growth and continuing to build a global brand that consumers love and trust. Prior to Ancestry, he served as CMO of Farmers Insurance where his responsibilities included marketing, research, strategic planning, internal and external communications, customer experience and the company s digital and mobile efforts. In his 30-year marketing and general management career Mr. Linton has also worked at Procter & Gamble, Progressive Insurance, BestBuy and eBay, to name a few. He is on the Board of Directors of Medical Solutions and The Wine Group and advises a number of early-stage companies. Among numerous awards, Mr. Linton has won 4 Effies, a Valiente and was named by Ad Age as one of the most influential 30 marketers. In 2017, he was named one of the 50 Most Innovative CMO s in the World by Business Insider. Mr. Linton holds an MBA from Duke s Fuqua School of Business and a BS/BA in Business from Bowling Green State University. We believe Mr. Linton s extensive marketing expertise and brand building skills make him a valuable member of our strategic advisors. John McAteer, Special Advisor John McAteer currently oversees all aspects of Google s relationships with Retail, Consumer Electronics, and Telco partnerships and clients. In addition, Mr. McAteer works directly with Google s product organization to ensure that Google s Retail and Tech client s interests/needs are being met. In his 15 years plus at Google, Mr. McAteer has had the opportunity to form strong relationships with many of Google s top partners (Apple, Amazon, Walmart, Samsung, Verizon to name a few) His vantage point as head of Sales and operations has given him a unique perspective and understanding of what companies are doing well or not doing well in order to take advantage of their digital presence. Prior to joining Google, Mr. McAteer was VP, Sales and Merchandising, for PriceGrabber Inc. where he was responsible for relationships to retailers and manufacturers. Earlier in his career, he was a VP of Sales and Business Development at Evite and prior to that at PC World Online and at Ziff-Davis Publishing. He currently sits on the Board of the National Retail Federation (NRF) as well as an advisor to several early to late-stage Tech start-ups. Mr. McAteer holds a B.S. in Finance from California State University Sacramento. We believe Mr. McAteer s unique experience at Google and outstanding network of relationships make him well qualified to serve as a strategic advisor. Ilan Nissan, Special Advisor Ilan Nissan is a senior partner in Goodwin s Private Equity and Mergers & Acquisitions business and leads the practice in New York. Mr. Nissan s clients include many of the top alternative asset managers in the world including private equity funds, venture capital funds, hedge funds and family offices. Since 2003, he has been a Lecturer-in-Law at Columbia University Law School, where he teaches a course focusing on mergers and acquisitions, private equity, venture capital and legal transactional strategies. Mr. Nissan holds a JD from Boston University School of Law and a BS at SUNY, Albany. We believe Mr. Nissan is well-qualified to serve as a strategic advisor given his extensive M&A experience and vast network of venture company relationships. Steve Papa, Special Advisor Steve Papa is Founder and CEO of Parallel Wireless, the world s first fully 5G-native architecture for 2G/ 3G/4G/5G that is built on 100% open COTS components from RAN through core. He was the founder and CEO of Endeca, which he sold to Oracle for $1B in 2011. Endeca pioneered Guided Navigation, one of the leading search innovations of the decade, and made it an industry standard online. Prior to Endeca, Mr. Papa was a part of the original MIT team creating Akamai, a member of the early team at Inktomi in charge of creating the company s infrastructure caching business, and spent time at Teradata and also at Venrock, the Rockefeller Family s venture capital arm. Mr. Papa is also a Founding Partner at TABLE OF CONTENTS Toast and current Board Member, Founding Partner of Shoobx and Founding investor and Partner at Kandou Bus S.A. He holds an MBA from Harvard Business School and a BSE in Engineering and Economics from Princeton University. We believe Mr. Papa s depth of industry knowledge, broad network, and experience scaling companies makes him a valuable member of our strategic advisors. William Tanona, Special Advisor William Tanona serves as Senior Vice President of Corporate Development & Investor Relations, providing planning, advisory and execution leadership on mergers and acquisitions, strategic investments and joint ventures. Prior to SoFi, Mr. Tanona was the President, CFO and Treasurer of GSV Capital Corp, a late-stage publicly traded venture capital fund. Prior to joining GSV, he spent nearly two decades at J.P. Morgan, Goldman Sachs, UBS and Fortress Investment Group. Mr. Tanona received a BS in Accounting from Villanova University and is a CFA charterholder. We believe Mr. Tanona is well qualified to serve as a strategic advisor given his extensive experience in growth venture equity and the fintech sector specifically. In addition to our management team, independent board members and strategic advisors our Company will leverage our sponsor s extensive research and origination teams based in San Francisco, CA, Chicago, IL, Greenwich, CT and Zurich, Switzerland. This team will assist our Company with target identification, target due diligence, financial analysis, public peer comparison studies and public market reception evaluation in both the U.S. and Europe. OUR FORWARD PURCHASE AGREEMENT AND COMMITTED CAPITAL Our sponsor has committed to enter into a forward purchase agreement with us that will provide for the purchase by our sponsor or an affiliate of our sponsor, in the aggregate, of 10,000,000 forward purchase securities, for an aggregate purchase price of $100,000,000, with each forward purchase security consisting of one Class A ordinary share and one-fifth of one redeemable warrant, in each case, for $10.00 per forward purchase security, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities sold pursuant to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units being sold in this offering, respectively, except that our sponsor or an affiliate of our sponsor, as applicable, will have certain registration rights, as described herein. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. OUR MARKET OPPORTUNITY G Squared Ascend will focus its search for business combination targets on companies operating in the following six technological mega-trends: Software-as-a Service, Online Marketplaces, Mobility 2.0/ Logistics, FinTech/InsurTech, New Age Media, and Sustainability. We believe that these sectors are poised for continued significant growth driven by innovation and disruption that, coupled with our management team s proficiency and expertise, will provide attractive opportunities for G Squared Ascend. Moreover, in addition to US-based companies, we believe that there are numerous attractive European companies operating around these segments which benefit from the same trends and have a global appeal. 2020 is on track to set a new record of capital invested into European technology companies, with total investment projected to reach over $40 billion, per dealroom.co. The unicorn pipeline also continues to steadily grow with 18 new unicorns in 2020. According to dealroom.co, the total number of unicorns has now reached more than 200 and there are many more fast-growing startups likely to join this list soon. We believe that the proliferation of late-stage European unicorns adds to the US IPO pipeline for the coming months and years. Moreover, several high profile European-based unicorns have recently chosen to go public in the US via mergers with SPACs. As the pipeline of IPO candidates continues to grow, we expect for many companies to seek paths to liquidity setting Europe up to be a prime destination for our acquisition strategy. TABLE OF CONTENTS We have significant experience investing in market leaders in each of the segments that we have identified, which we believe makes us well positioned to identify merger targets and affect successful business combinations. Our investment experience in each of these megatrends include current and successfully exited investments by G Squared, including: Software-as-a-Service: Blend, Brex, Metromile, Synack, Tipalti, Toast, UiPath and Unqork. Exited positions include Asana, Dropbox and Jamf Software. Online Marketplaces: Airbnb, Auto1, Capsule, Collective Health, Instacart, Kurly, Omio, Maisonette and Sonder. Exited positions include Alibaba and Meituan. Mobility 2.0/Logistics: Bolt, Convoy, Flexport, Turo and Transfix. Exited positions include Uber and Lyft. Fintech/InsurTech: Brex, Blend, Wefox, SoFi, Revolut, Toss, Fast, Next Insurance and Imagine. Exited positions include Lemonade. New Age Media: Coursera. Exited positions include Pinterest, Peloton, Snap, Spotify and Twitter. Sustainability: 23&Me, Indigo, and Impossible Foods. Exited positions include Bloom Energy. The foregoing themes are not intended to be exhaustive. We may pursue an initial business combination with a target business in any industry, sector or geographic location we choose. We are focused on identifying businesses with good fundamentals and management teams that have significant growth ahead of them as well as demonstrating a clear path towards profitability. We believe the current environment affords us the opportunity to acquire a business that balances growth and profit for long term success in the public markets. There are a significant number of large US and European private companies that have raised record amounts of capital and have opted to stay private longer. According to CB Insights, as of January 2021, 518 venture-backed private equity companies were valued at over $1 billion. TABLE OF CONTENTS OUR MISSION AND CRITERIA G Squared Ascend will build on our sponsor s vision to provide current and future investors greater access to leading growth companies through a systemic strategy we call ASCEND . The ASCEND strategy will provide the growth ecosystem an Exit-as-a-Service capability to augment G Squared s existing Secondaries-as-a-Service proficiency. ASCEND will further provide growth companies and their investors a favorable alternative to the conventional IPO and M&A exit paths. G Squared s ASCEND strategy will provide the Company with an ideal partner to facilitate a public listing. The combination of our sponsor and our structure provides the following benefits to our partner companies and investors: Alignment of Interests The Company serves as a natural extension of the service we provide our portfolio companies as a transitional capital provider. Further, our sponsor investment will sit within private funds managed by G Squared, ensuring that the substantial majority of sponsor economics earned will be shared among our fund investors. Structure G Squared has developed expertise in innovative structuring of private market deal flow in order to facilitate successful, high-returning transactions. This activity includes negotiating RoFR rights, converts, virtual options, employee tenders, forward purchase agreements, IPO ratchets and IPO options. Capital Raising G Squared has deployed over $2B since 2011 across several venture funds, managed accounts and co-investments. Our business has over 200 LPs across 26 countries and six continents. Certain members of our management team hold two decades of public equity market experience. Exit Strategy An essential component of our investment thesis. Our research team carefully evaluates public market comparable valuation across numerous key metrics and weighs investor psychology in determining ultimate success for our investments as they transition to public markets. A long-tailed growth opportunity that has already achieved meaningful scale and profitability metrics are key underpinnings. Network G Squared s transaction-based approach to constructing positions is built on the establishment of comprehensive working relationships with both peer venture capital funds and the management teams of portfolio companies. Our distinctive Secondaries as a Service model builds long-lasting rapport with company management teams. Core fund positions are typically built over dozens of transactions, while assisting companies with the management of their cap tables. These numerous touch points forge important associations while extending our network reach across the growth stage ecosystem. Domain Expertise G Squared focuses on certain transformative tech-centric megatrends such as Software-as-a-Service, Online Marketplaces, Mobility 2.0, FinTech, New Age Media, and Sustainability. There is a multi-year growth profile associated with leading businesses in these categories. This core competency enhances our ability to identify a growing business that will resonate well with public market tech investors. TABLE OF CONTENTS INVESTMENT CRITERIA Consistent with our core values, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. Size: We intend to focus on target businesses whose enterprise value is at least $1 billion; our management team believes businesses of this size have the right mix of market positioning and potential to scale and grow, while also having profitability potential. Scaled, high-growth asset with path to profitability: We intend to seek targets that have achieved scale and are on a predictable growth trajectory. G Squared s target universe has already achieved commercial viability and in many cases these businesses should already be public companies. Additionally, we seek businesses that are profitable, or have a clear path to profitability, and the ability to grow that profitability over time. Product: We will seek businesses with a strong competitive position with a product that fits within G Squared s sectors/megatrends of focus with a first mover advantage or a sizable market share in their segment and the opportunity to achieve market leadership. Competitive moat: We intend to identify businesses with defensible technology, intellectual property rights, branding or market positioning. Further, we emphasize an organization s ability to evolve with a changing market in order to continue to be the disruptor rather than the disrupted as the business gains scale. People: We intend to underwrite the (i) background and experience of management teams; (ii) analyzing the composition of the board of directors and existing investor base; and (iii) leveraging sector relationships across G Squared s ecosystem. We believe our insights into private companies abilities to forecast an outlook will prove advantageous in selecting a target that is ready for public markets. Comprehensive public and private valuation screening: (i) Evaluate company potential in the context of our sponsor s extensive database of growth company data; (ii) conservatively forward-model financial statements with skeptical attention to profitability and (iii) evaluate capital structure and deal structure. Returns driven analysis: Our sponsor s returns driven analysis will be utilized to identify a merger candidate that meets or exceeds the Company s Base Case financial projections while providing DCF and IRR math that support a successful public market debut of our combined business. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria, and guidelines that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC. OUR ACQUISITION PROCESS In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority ( FINRA ) or from an independent accounting firm, that such initial business combination is fair to our company from a financial point of view. TABLE OF CONTENTS Each of our directors and officers will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Certain of our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation provides that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. Our directors and officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See Risk Factors Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. General We are a newly incorporated blank check company incorporated on October 26, 2020 as a Cayman Islands exempted company incorporated for the purpose of partnering with founders, operators, and entrepreneurs to build great companies and advance the innovation economy by offering an alternate path to the public markets, which we will achieve by effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our founding team s background, and to capitalize on the ability of our founding team to identify and acquire a business, focusing on the technology industry. Initial Business Combination The NYSE rules and our amended and restated memorandum and articles of association require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). We refer to this as the 80% net assets test. If our board of directors (the board ) TABLE OF CONTENTS is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% but more of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the partner or is otherwise not required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post business combination company owns or acquires 50% or more of the voting securities of the partner, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one partner business, the 80% be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a partner business or businesses, our board may be unable to do so if our board is less familiar or experienced with the partner company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the partner business meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of a partner business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We may pursue an initial business combination opportunity jointly with our sponsor, G Squared or one or more of its affiliates and/or investors in G Squared, which we refer to as an Affiliated Joint Acquisition. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. Any such issuance of equity or equity-linked securities would, on a fully diluted basis, reduce the percentage ownership of our then-existing stockholders. Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B ordinary shares, issuances or deemed issuances of Class A ordinary shares or equity-linked securities (other than the forward purchase securities) would result in an adjustment to the ratio at which Class B ordinary shares shall convert into Class A ordinary such that our sponsor and its permitted transferees, if any, would retain its aggregate percentage ownership at 20%, on an as- converted basis, of the sum of the total number of ordinary shares issued and outstanding upon the consummation of this offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination, any forward purchase securities, and any private placement warrants issued to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans, unless the holders of a majority of the then outstanding TABLE OF CONTENTS Class B ordinary agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Neither our sponsor nor G Squared nor any of their respective affiliates, have an obligation to make any such investment. Our sponsor has committed to enter into a forward purchase agreement with us that will provide for the purchase by our sponsor or an affiliate of our sponsor, in the aggregate, of 10,000,000 forward purchase securities, for an aggregate purchase price of $100,000,000, with each forward purchase security consisting of one Class A ordinary share and one-fifth of one redeemable warrant, in each case, for $10.00 per forward purchase security, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities sold pursuant to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units being sold in this offering, respectively, except that our sponsor or an affiliate of our sponsor, as applicable, will have certain registration rights, as described herein. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with G Squared, our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with G Squared, our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. Affiliates of G Squared and members of our board of directors will directly or indirectly own founder shares and private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. G Squared is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with us and we will not consider a business combination with any company that has already been identified to G Squared as a suitable acquisition candidate for it, unless G Squared, in its sole discretion, declines such potential business combination or makes available to us a co-investment opportunity in accordance with G Squared s applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to select or locate any such acquisition candidate. G Squared may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These G Squared investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. TABLE OF CONTENTS In addition, certain of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of G Squared and certain companies in which G Squared or such entities have invested. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity, which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any G Squared funds or other investment vehicles), then, subject to their fiduciary duties under applicable law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to G Squared or our founders may be suitable for both us and a current or future G Squared fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio company or other entity before being directed, if at all, to us. None of G Squared, our founders or any members of our board of directors who are also employed by G Squared or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of G Squared. In addition, our founders, officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our founders, officers and directors have, and will have in the future, time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by G Squared. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investments funds, accounts, co-investment vehicles and other entities managed by G Squared (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles and other entities), G Squared and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. Corporate Information Our executive offices are located at 205 N Michigan Ave., Suite 3770, Chicago, IL 60601. We maintain a corporate website at www.gsquaredascend.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from TABLE OF CONTENTS the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. TABLE OF CONTENTS THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our founding team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 25,000,000 units (or 28,750,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-fifth of one redeemable warrant. Proposed NYSE symbols Units: GSQD.U Class A ordinary shares: GSQD Warrants: GSQD.W Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless UBS Securities LLC inform us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K . In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated TABLE OF CONTENTS financial information to reflect the exercise of the underwriters over- allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 25,000,000(1) Ordinary shares: Number outstanding before this offering 6,250,000(2)(3) Number outstanding after this offering 31,250,000(1)(2)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,833,333(1) Number of warrants to be outstanding after this offering and the private placement 9,833,333(1)(4) (1) Assumes no exercise of the underwriters over-allotment option. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (3) Does not include up to 937,500 founder shares that are currently outstanding and subject to forfeiture if the underwriters overallotment option is not exercised. (4) Includes 5,000,000 public warrants included in the units sold in this offering and 4,833,333 private placement warrants to be sold in the private placement. Exercisability Each whole warrant sold in this offering is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-fifth of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for partner businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking TABLE OF CONTENTS into account any founder shares or forward purchase securities held by our initial shareholders or such affiliates as applicable, prior to such issuance), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume- weighted average trading price of our ordinary shares during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00 ) and Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The forward purchase warrants will be exercisable on the same terms as the warrants offered as part of the units. Exercise period The warrants will become exercisable 30 days after the completion of our initial business combination, provided that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary TABLE OF CONTENTS shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the Reference Value ). We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise TABLE OF CONTENTS price for each warrant being exercised. Except as described in this prospectus, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. The forward purchase warrants will be redeemable on the same terms as the warrants offered as part of the units being sold in this offering. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants and Forward Purchase Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below); if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like, then the private placement warrants must also be concurrently called for redemption on the same terms (except as described herein with respect to a holder s ability to cashless exercise its warrants) as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares shall mean the volume-weighted average price of our Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). TABLE OF CONTENTS No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders warrants and Forward Purchase Warrants for additional information. The forward purchase warrants will be redeemable on the same terms as the warrants offered as part of the units being sold in this offering. Forward Purchase Securities Our sponsor has committed to enter into a forward purchase agreement with us that will provide for the purchase by our sponsor or an affiliate of our sponsor, in the aggregate, of 10,000,000 forward purchase securities, for an aggregate purchase price of $100,000,000, with each forward purchase security consisting of one Class A ordinary share and one-fifth of one redeemable warrant, in each case, for $10.00 per forward purchase security, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities sold pursuant to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units being sold in this offering, respectively, except that our sponsor or an affiliate of our sponsor, as applicable, will have certain registration rights, as described herein. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. Founder shares On December 2, 2020, our sponsor paid $25,000, or approximately $0.004 per share, to cover for certain offering costs in consideration for 7,187,500 founder shares. Prior to the initial investment in us of $25,000 by the sponsor, we had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to us by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our initial shareholders (and their permitted transferees), on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 937,500 founder shares held by our sponsor are subject to forfeiture, depending on the extent to which the underwriter s over-allotment option is exercised. TABLE OF CONTENTS The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to the completion of our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold, (ii) to waive their redemption rights with respect to any founder shares and any public shares purchased during or after this offering in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our founding team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised); the founder shares will automatically convert into our TABLE OF CONTENTS Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our initial shareholders have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement warrants, and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and founding team with respect to any founder shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as- converted basis, 20% of the sum of the total number of ordinary shares issued and outstanding upon the consummation of this offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by us in connection with or in relation to the consummation of the initial business combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination, any forward purchase securities, and any private placement warrants issued to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares TABLE OF CONTENTS as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of our board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution passed by a majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of the NYSE then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Our amended and restated memorandum and articles of association provide that our board of directors will be divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 4,833,333 private placement warrants (or 5,333,333 private placement warrants if the underwriters overallotment option is exercised in full) for a purchase price of $7,250,000 (or $8,000,000 if the underwriter s over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non- redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants and Forward Purchase Warrants Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our TABLE OF CONTENTS sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the historical fair market value over the exercise price of the warrants by (x) the historical fair market value. The historical fair market value will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account $250,000,000 (or $287,500,000 if the over-allotment option is exercised in full) of the net proceeds of this offering and the proceeds we will receive from the sale of the private warrants, or $10.00 per unit sold to the public in this offering, will be deposited in a segregated trust account located in the United States with Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus and approximately $1,250,000 will be used to pay expenses in connection with the closing of this offering and approximately $1,000,000 will be used for working capital following this offering. These proceeds include $8,750,000 ($10,062,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions which will be paid to the underwriters upon the closing of the business combination. The remainder of the net proceeds of this offering will not be held in the trust account. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and TABLE OF CONTENTS articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest income (if any) to pay our income taxes, if any. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $250,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working TABLE OF CONTENTS capital after the payment of approximately $1,250,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination NYSE rules and our amended and restated memorandum and articles of association require that our initial business combination must occur with one or more partner businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the partner or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the partner, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one partner business, the 80% of net assets test will be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in TABLE OF CONTENTS connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to the completion of our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If our sponsor, directors, executive officers, advisors or their affiliates engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a partner that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public TABLE OF CONTENTS warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per- share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption right may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. Limitations on redemptions Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the partner or its owners, (ii) cash to be transferred to the partner for working capital TABLE OF CONTENTS or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and our founding team have agreed TABLE OF CONTENTS to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with TABLE OF CONTENTS any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our founders to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our founding team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a partner that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the partner or owners of the partner of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-business combination businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. TABLE OF CONTENTS Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association provides that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then- outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our initial shareholders have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement warrants they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection TABLE OF CONTENTS with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then- outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering- related and organizational expenses; reimbursement for office space, secretarial and administrative services provided to us by our sponsor, in the amount of $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor TABLE OF CONTENTS or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination company at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to the completion of our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest G Squared manages several investment vehicles. G Squared, may compete with us for acquisition opportunities. If they decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within G Squared may be suitable for both us and for current or future G Squared funds and may be directed to such G Squared funds rather than to us. Neither G Squared nor members of our management team who are also employed by G Squared or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member solely in his or her capacity as an officer of the Company. G Squared and/or our management, in their capacities as employees of G Squared or in their other endeavors, may be required to present potential business combinations to other entities before they present such opportunities to us. Each of our officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to another entity, including private funds under the management of G Squared and their respective portfolio companies, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. In addition, existing and future funds managed by G Squared TABLE OF CONTENTS and their respective portfolio companies may compete with us for business combination opportunities and, if such opportunities are pursued by such entities, we may be precluded from pursuing such opportunities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and may only decide to present it to us if such entity rejects the opportunity and consummating the same would not violate any restrictive covenants to which such officers and directors are subject. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. Notwithstanding the foregoing, we may pursue an Affiliated Joint Acquisition opportunity with one or more affiliates of G Squared and/or investors in G Squared. Such entities may co-invest with us in the target business at the time of our initial business combination, including pursuant to their rights contained in the forward purchase agreement, or we could raise additional proceeds to complete the acquisition by issuing to such entities a class of equity or equity-linked securities. TABLE OF CONTENTS Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our founding team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. You should read and carefully consider these risks, together with the risks set forth under the section entitled Risk Factors and all of the other information in this prospectus, including the financial statements and the related notes included elsewhere in this prospectus, before deciding whether to invest in our ordinary shares. If any of the risks discussed in this prospectus actually occur, our business, financial condition or operating results could be materially and adversely affected. In particular, our risks include, but are not limited to, the following: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our founding team or their affiliates may not be indicative of future performance of an investment in us. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our sponsor and members of our founding team have agreed to votein favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination partners, which may make it difficult for us to enter into a business combination with a partner. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. The requirement that we consummate an initial business combination within 24 months after the closing of this offering may give potential partner businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination partners, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Our search for a business combination, and any partner business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets. TABLE OF CONTENTS We may not be able to consummate an initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. NYSE may delist our securities from trading on its exchange, which could limit investors ability to make transactions inour securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a partner business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or founding team to fund our search and to complete our initial business combination. Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your investment. If we do not consummate an initial business combination within 24 months from the closing of this offering, our public shareholders may be forced to wait beyond such 24 months before redemption from our trust account. Although we have identified general criteria that we believe are important in evaluating prospective partner businesses, we may enter into our initial business combination with a partner that does not meet such criteria, and as a result, the partner business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001837226_ocelot_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001837226_ocelot_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4790907bf422f532425bc10f7e5cb8f18085d44b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001837226_ocelot_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: anchor investor are to certain investment funds and managed accounts managed by or affiliated with Atalaya Capital Management LP, which has expressed an interest in purchasing up to 9.9% of the units in this offering; common stock are to our Class A common stock and our Class B common stock, collectively; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); management or our management team are to our officers and directors (including our director nominees named in this prospectus); private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), and also to the private placement warrants if held by third parties other than our sponsor (or permitted transferees), and any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination; sponsor are to Ocelot SPAC I, LLC, a Delaware limited liability company controlled by certain of our officers and directors; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants; and we, us, our, company or our company are to Ocelot Acquisition Corporation I. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. 1 Table of Contents Our Company We are a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target regarding a business combination with us. We intend to focus our search on businesses that may provide significant opportunities for attractive investor returns. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although we expect to focus on a target in an industry where we believe our management team s and founders expertise will provide us with a competitive advantage, including the e-commerce, transportation & logistics and logistics technology industries. Certain of our executive officers and directors also serve as executive officers and directors of Collective Growth Corporation, a blank check company that consummated its initial public offering in May 2020. On December 11, 2020, Collective Growth entered into a transaction agreement with Innoviz Technologies Ltd., pursuant to which Collective Growth will combine with Innoviz Technologies, a global leader in LiDAR sensors and perception software for autonomous driving. In connection with the business combination agreement, Collective Growth entered into subscription agreements with certain investors, pursuant to which such investors will purchase an aggregate of 23 million shares of the surviving company s public equity at $10.00 per share for an aggregate purchase price of $230,000,000. These transactions are expected to close in the first half of 2021. Our Sponsor Our sponsor is an affiliate of Ocelot Capital Management, LLC, which is our sponsor s managing member. Ocelot Capital Management, LLC is an Austin-based family office investment firm that seeks to partner with experienced management teams and invest in growing businesses. Ocelot s core strategy is to identify businesses with strong fundamentals and untapped potential, providing the capital needed to capture their true value. Ocelot is focused on maintaining a concentrated portfolio of quality investments, allowing it to dedicate the attention and resources required to fully appreciate the needs of its businesses. Ocelot s prior experience within the transportation and logistics industry includes a 2020 investment in Lone Star Overnight, which is the leading regional parcel delivery company throughout the Southwest, providing overnight and ground delivery services primarily in Texas, and a 2019 investment in Scoobeez, a leading provider of last-mile delivery solutions for consumer-facing enterprises. Additionally, in 2018, Ocelot invested in American Natural Energy Corporation, an independent exploration and production company with operations in St. Charles Parish, Louisiana. Our Management Team The Company will be led by Dick Metzler, our Chief Executive Officer, Andrew Townsend, CFA, our Chief Financial Officer and Chairman, and Dennis Lyons, CPA, our Secretary. Our management team has decades of operating and transactional experience, as well as extensive industry networks within the e-commerce ecosystem and transportation and logistics space. Our management team possesses complementary skillsets and has a proven track record of leading complex transactions and scaling businesses. We believe that the experience of our management team coupled with our extensive network will allow us to effectively source, identify, and execute an attractive transaction for our shareholders. Richard Dick Metzler is CEO and Director of Ocelot Acquisition Corporation I. Mr. Metzler has been the CEO of Lone Star Overnight LLC, a network-based parcel delivery and carrier headquartered in Austin, Texas, since March 2019. Mr. Metzler has over 25 years of senior leadership experience within the logistics industry, specifically within parcel, freight, third-party logistics, and e-commerce. Prior to his role at Lone Star Overnight, LLC, Mr. Metzler served as the Chief Marketing Officer at Austin-based uShip, Inc., an online marketplace for shipping services, from 2013 to 2018. Previously, Mr. Metzler has held leadership roles including Vice President of FedEx Logistics, CEO of APL Logistics, Executive Vice President at DHL, and Chief Commercial Officer at Greatwide Logistics. Since 2017, Mr. Metzler has served as the Chairman of the board of directors and as a member 2 Table of Contents of the compensation committee for iGPS Logistics, a private company. Mr. Metzler has also worked extensively with private equity, debt financing, venture capital, and as a senior leader in portfolio companies advising on investments and divestitures. Mr. Metzler also brings with him extensive global M&A experience. Mr. Metlzer holds a Bachelor of Arts in Business Marketing from Robert Morris University. Andrew Townsend, CFA is CFO and Chairman of Ocelot Acquisition Corporation I. Mr. Townsend is also a founder and Managing Member at Ocelot Capital Management, LLC, a private investment firm founded in May 2018 and an affiliate of certain of our officers and directors, and is responsible for developing and managing the firm s differentiated investment strategies. Prior to founding Ocelot Capital Management, LLC, Mr. Townsend managed a private hedge fund for a leading Texas-based family office, Galapagos Partners LP, from June 2016 to July 2018. Mr. Townsend s experience in identifying niche investment strategies, portfolio construction and management, and fund operations culminated in launching the Ocelot Dynamic Alpha Fund, the Ocelot Global Macro Fund and the Ocelot Tactical Income Fund with proprietary capital. Mr. Townsend currently serves on the boards of directors of Collective Growth Corporation (since January 2020), WeDo Logistics (since March 2020), Lone Star Overnight, and American Natural Energy Corporation (since 2019). Mr. Townsend is a Chartered Financial Analyst (CFA) and Chartered Alternative Investment Analyst (CAIA) charter holder. Mr. Townsend is a graduate of the McCombs School of Business at the University of Texas at Austin with a Master of Science in Finance and holds a Bachelor of Arts in Economics from the University of Texas at Austin. Dennis Lyons, CPA is Secretary of Ocelot Acquisition Corporation I. Mr. Lyons is also Chief Financial Officer at Ocelot Capital Management, LLC, an affiliate of certain of our officers and directors, where he is responsible for the financial and tax accounting and reporting policies of all of Ocelot Capital Management s investment products. Mr. Lyons has held his position at Ocelot Capital Management, LLC since December 2019. Prior to joining Ocelot Capital Management, LLC, from January 2019 to November 2019, Mr. Lyons served as a tax manager at Weaver, and from September 2017 to December 2018, he served as Chief Financial Officer at McAllen Investment Partners Ltd. Before that, Mr. Lyons served as a tax manager for public accounting firm DK Partners, PC from January 2015 to September 2017. Mr. Lyons has spent a decade in public accounting specializing in investment funds and financial services. Mr. Lyons is a Certified Public Accountant and member of the American Institute of CPAs and Texas Society of CPAs. He is a graduate of the McCombs School of Business at the University of Texas at Austin with a Master s in Professional Accounting. Mr. Lyons holds a Bachelor of Arts in Business Administration from the University of Texas at Austin. Our Independent Director Nominees The Board of Directors will be led by Andrew Townsend, our CFO and Chairman. In addition, we have assembled a team of industry experts with executive and operational experience in the e-commerce, transportation, and logistics markets who will serve on our Board of Directors. Adam Chibib, who has agreed to serve as a director following the completion of this offering, is currently the Chief Financial Officer of Self Financial, a venture backed financial technology company that aims to help consumers build credit while also saving money, a position he has held since March 2020. Mr. Chibib has over 25 years of senior leadership experience in the technology industry both as a CFO and as an investor. Mr. Chibib s career has ranged from early-stage start-ups to billion-dollar public companies that have spanned a wide range of industries including financial services, enterprise software, security software, hardware, and gaming. From April 2015 to December 2019, Mr. Chibib was a General Partner at Silverton Partners, an Austin-based venture capital firm and where he was responsible for the first institutional investment in Self Financial, from April 2015 to September 2020. Mr. Chibib also previously served as President and Chief Financial Officer of Multimedia Games Holding Company, Inc., which was acquired in 2014 by Global Cash Access, Inc. (now known as Everi Holdings, Inc.), from February 2009 to March 2015. Additionally, he was the CFO at NetSpend (from June 2007 to July 2006), TippingPoint Technologies (from January 2004 to January 2006), Waveset (from April 2003 to December 2003) and BroadJump (from November 1998 to March 2003). Mr. Chibib is currently a member of the board of directors of several private companies, and he serves as the current Chairman of the audit committee for PlayAGS, a Las Vegas-based gaming company, the Treasurer for the Austin Film Society, and a member of the Nominating Committee for the Eanes Education Foundation. Mr. Chibib holds a Bachelor of Arts in Accounting from the University of Texas at Austin. 3 Table of Contents Clint Greenleaf, who has agreed to serve as a director following the completion of this offering, has been the Founder and CFO of Content Capital, a publishing company focusing on a variety of different media services, since July 2017. Mr. Greenleaf is a serial entrepreneur and CEO with experience in a variety of industries including publishing, consumer packaged goods, and financial services. Mr. Greenleaf also is the Founder and former CEO of Greenleaf Book Group, a publisher and distributor of non-fiction and fiction books, which he grew into one of the industry s leading independent book publishers that produced over 30 New York Times and Wall Street Journal best sellers. Prior to founding Content Capital, Mr. Greenleaf served as the Founder and Chief Executive Officer of HomePlate Peanut Butter, a baseball-themed peanut butter company, from July 2014 to October 2019. Additionally, Mr. Greenleaf is the author of multiple books and a regular television and print contributor on topics such as financial literacy and education. Mr. Greenleaf holds a Bachelor of Arts in Economics and Accounting from College of the Holy Cross. Haley Robison, who has agreed to serve as a director following the completion of this offering, is currently a Venture Partner at Praxis, a creative engine for redemptive entrepreneurs, supporting founders, funders, and innovators who are motivated by their faith to transform the communities around them. Ms. Robison previously served as Chief Executive Officer of Kammok Gear LLC, an outdoor brand based in Austin, Texas that designs performance gear and accessories to elevate time outdoors, a position she held from August 2016 until October 2019. Before becoming Chief Executive Officer, Ms. Robison served as Chief Operating Officer of Kammock Gear LLC from March 2015 to August 2016. Additionally, Ms. Robison also formerly served as a Senior Associate Consultant at Bain & Company. Ms. Robison holds an MBA and a Master of Arts in Education from the Stanford Graduate Schools of Business and Education respectively as well as a Bachelor of Arts in Business Administration from the University of Texas at Austin. Market Opportunity Our focus will be on the e-commerce, transportation and logistics, and logistics technology sectors. E-Commerce We believe the market opportunity for e-commerce is poised for continued growth through 2030, despite record growth experienced through the last two decades and the acceleration of this growth due to the COVID-19 pandemic. Growth and strategic opportunities span the following industries, which in the aggregate represent a market opportunity with estimated annual revenues of approximately $4.3 trillion, based on data from eMarketer: Marketplaces; Vertical e-commerce; Promotions and experiences; and Other markets, including but not limited to, the e-commerce enablement software and diversified e-commerce markets. E-commerce end-markets are driving significant disruption while experiencing the emergence of a wide variety of secular trends, including: An increase in retail penetration and importance of e-commerce to traditional brick and mortar retailers; Improved customer comfort with transacting online, resulting in higher average order value and increased order frequency; A shift to omnichannel retail; A proliferation of direct-to-consumer brands that come to market quickly; 4 Table of Contents An increase in the use of augmented and virtual reality in the shopping experience; A shift to product subscription models; and A large portion of value-conscious customers who are still underserved. Global supply chains have been disrupted by the ongoing COVID-19 pandemic, which has accelerated the shift to e-commerce. We expect this trend will continue after a recovery from the COVID-19 pandemic. Based upon data from McKinsey & Company, most first-time customers (~86%) are satisfied or very satisfied with digital adoption and a majority (~75%) plan to continue using digital post-COVID. US retail e-commerce sales are expected to account for 19.2% of total retail sales by 2024, up from 14.4% in 2020, based upon data from eMarketer. Transportation and Logistics We believe the market opportunity for Transportation and Logistics (T&L) is both large and highly diverse. In 2018, the T&L market was estimated at $9.6 trillion and is expected to grow at over a 5% compounded annual growth rate ( CAGR ) through 2023, implying a 2021 value of $11.1 trillion, based upon data from Armstrong & Associates, Inc. Within the broader T&L sector, the $889 billion third-party logistics (3PL) market is projected to grow to over $1.5 trillion by 2027 at a CAGR of 8.3%, based upon data from Grand View Research, driven by the continued outsourcing of specialized logistics services, including brokerage, supply chain management and warehousing and distribution. We believe the most attractive opportunities exist within the following segments in T&L: Freight Brokerage; Third-Party Logistics (3PL); Transportation Management; Final-Mile Logistics; Cold-Chain Logistics; and Warehousing. Transportation and Logistics markets are being disrupted by e-commerce, technology adoption and other secular tailwinds including: The rapid penetration of e-commerce, further accelerated by COVID-19; The adoption of technology as shippers and carriers increasingly require real-time tracking, visibility and analytics capabilities with shipments; A reshaping of global and regional supply chains driven by e-commerce and an evolving geopolitical climate; A continued outsourcing of transportation and logistics capabilities, driven by increasingly complex and specialized supply chains; A surge in business-to-consumer (B2C) package volumes, which is driving increasing demand for dynamic and automated warehousing operations; and A growth in demand for cold chain logistics services driven by shifting consumer habits and demand for perishable foods and pharmaceuticals. Transportation and Logistics service providers have been disrupted by an evolving global trade environment, increasingly complex supply chains and rapid adoption of e-commerce, further accelerated by COVID-19. We believe that these trends will drive increasing demand for technology-enabled, end-to-end transportation and logistics services, including transportation management, freight forwarding, freight and customs brokerage, cold chain logistics and value-added warehousing and distribution. 5 Table of Contents Logistics Technology We believe the market opportunity for logistics technology is at an inflection point, as the growth of the e-commerce and transportation and logistics industries have resulted in significant investment and growth in logistics technology broadly. These opportunities span the following industries, which in the aggregate represent a market opportunity with estimated annual revenues in excess of $80 billion in 2020: Logistics software; Digital freight brokerage; Fleet management; Transportation management systems; Transportation IoT endpoints; Field service management; and Other markets, including but not limited to, the warehouse automation, inventory management, and production planning markets. Logistics technology end-markets are driving significant disruption while experiencing the emergence of a wide variety of secular trends, including: The adoption of robotic fulfillment solutions; The increase in autonomous drones and vehicles; The increased use of vertical cloud solutions and data-driven mobility; The increased focus on the Internet of Things ( IoT ) related to logistics and fleet management; A substantial increase in business automation; An increase in supply chain modernization; and A focus on real-time, end-to-end visibility. Logistics providers have been disrupted by the ongoing COVID-19 pandemic, which has created disruptions in global supply chains. We believe this shift will drive demand for technology like real-time visibility, fleet management and maintenance, and supply chain technology in general. Business Strategy Our business strategy is to utilize the evaluation experience and network of our management and board to identify and complete our initial business combination with a company that is well-positioned strategically to capitalize on the favorable long-term growth trends in the e-commerce, transportation and logistics, or logistics technology space. Identified target companies may demonstrate the characteristics set out under Acquisition Criteria below. The members of our management team have spent decades building an expansive network of contacts and corporate relationships across a broad spectrum within the e-commerce, transportation and logistics, or logistics technology sectors, which will help us effectively and efficiently identify opportunities. Our selection process will also leverage our relationships with venture capitalists, growth equity, and private equity funds, executives of private and public companies, investment banking firms, lenders, restructuring advisers, attorneys, accountants, consultants, and other intermediaries, which we believe should provide us with a key competitive advantage in sourcing potential business combination targets. Given our profile and dedicated industry approach, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources. We also believe that our management team and advisors reputations, experience, and proven operational track record will make us a preferred partner for these potential targets and provide value creation for our shareholders. 6 Table of Contents Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We currently seek to acquire companies or assets with the following characteristics: Target companies in the e-commerce, transportation and logistics, and logistics technology ecosystems; Focus on industry segments that we believe demonstrate attractive long-term growth prospects and are poised for high growth due to disruptive technology, superior product offerings and/or shifting customer preferences; Have differentiated product or value propositions that provide growth opportunities and competitive advantages; Have a history of strong operating and financial results or provide a clear path to achieving profitability; Operate in geographies with low political and economic risk; Require additional operational or financial management expertise; Offer an attractive risk-adjusted return to our stockholders; Will be well received by public investors and are expected to have access to the public capital markets; Can benefit from our extensive network and insight within the e-commerce, transportation, and logistics industries; and Have a committed and capable management team. These criteria and guidelines are not intended to be exhaustive. We may use other criteria as well. Any evaluation relating to the merits of an initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that from time to time our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination. Acquisition Process In evaluating a prospective acquisition candidate, we expect to conduct a thorough due diligence review, which will encompass, among other things, meetings with incumbent management, investors, and employees, document reviews, inspection of facilities, as well as a review of scientific, regulatory, operational, financial, legal, and other information which will be made available to us. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, or directors and their respective affiliates. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers, or directors and their respective affiliates, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm, which is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or a qualified independent accounting firm that our initial business combination is fair to our company from a financial point of view. Members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. 7 Table of Contents Our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer of our company and such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. We do not believe that the fiduciary, contractual or other obligations or duties of our officers or directors or our sponsor and its affiliates, will materially affect our ability to complete our initial business combination. Initial Business Combination Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. We refer to this as the 80% of fair market value test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of fair market value test, as well as the basis for our determinations. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or an independent accounting firm with respect to the satisfaction of such criteria. Our stockholders may not be provided with a copy of such opinion, nor will they be able to rely on such opinion. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of fair market value test. If our initial business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses. 8 Table of Contents Any parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a specified future issuance throughout this prospectus. The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. Corporate Information Our executive office is located at 1805 West Avenue, Austin, TX 78701. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of that fiscal year s second fiscal quarter, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that fiscal year s second fiscal quarter. 9 Table of Contents THE OFFERING
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001837344_nocturne_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001837344_nocturne_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..947173f0eec6d3225aa01c39efe7f2f988d5fed7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001837344_nocturne_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: amended and restated memorandum and articles of association are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering; company, our company, we, or us are to Nocturne Acquisition Corporation, a Cayman Islands exempted company; Companies Act are to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time; and equity-linked securities are to any securities of our company which are convertible into or exchangeable or exercisable for, ordinary shares of our company; founder shares are to our ordinary shares initially purchased by our sponsor in a private placement prior to this offering and, unless the context otherwise requires; initial shareholders are to the holders of our founder shares prior to this offering; management or our management team are to our officers and directors; private placement shares are to the ordinary shares included within the private placement units being purchased by our sponsor in the private placement; private placement units are to the units being purchased by our sponsor in the private placement, each placement unit consisting of one private placement share and one private placement right to purchase one half of one ordinary share; private placement rights are to the rights included within the private placement units being purchased by our sponsor in the private placement; public rights are to rights sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shares are to our ordinary shares offered as part of the units in this offering (whether they are subscribed for in this offering or thereafter in the open market); public shareholders are to the holders of our public shares; rights are to our rights, which includes all of our rights sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) as well as the private placement rights to the extent they are no longer held by the initial purchasers of the private placement rights or their permitted transferees; and sponsor are to Nocturne Sponsor, LLC, a Delaware limited liability company. Each unit consists of one ordinary share and one right. Any conversion of the ordinary shares described in this prospectus will take effect as a redemption of ordinary shares and an issuance of ordinary shares as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Registered trademarks referred to in this prospectus are the property of their respective owners. 1 Table of Contents General We are a blank check company incorporated on October 28, 2020 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an acquisition or a business combination target in any business or industry, we intend to concentrate our efforts in identifying a target in the disruptive technology market with an equity value of approximately $300 million to $1 billion. We believe disruptive technology companies that focus on blockchain and artificial intelligence are potential attractive targets. Disruptive innovation in these sectors significantly alters the way that consumers, industries, or businesses operate. While innovators create new markets with their products and services, investors of disruptive technology companies also receive unparalleled returns during the mass adoption phase. We believe that there are many potential attractive targets within the sectors for our initial business combination. From 2020 to 2025, it is expected that the size of the global blockchain market will soar to $39.7 billion at a CAGR of 67.3%, compared to $3.0 billion in 2020. We believe that the financial services and banking applications will hold the biggest market size in the blockchain market during the period. These areas have realized the significance of blockchain technology to secure transactions. The blockchain technology in these areas is expected to grow rapidly across the world due to several factors, including reduced total cost of ownership, rising popularity of cryptocurrencies, and its high compatibility with the financial services industry s ecosystem and rapid transactions. Blockchain is one of the latest disruptive innovations and stakeholders including technology enthusiasts, entrepreneurs, and developers believe blockchain has the potential to reconfigure the contemporary legal, economic, cultural and political landscape. Technological advancements fueled by the global and increased adoption of the internet of things are catalyzing artificial intelligence growth. Across various markets, there is a need for linked devices set to perform particular tasks. The growth is also proliferated by the increased adoption of cloud-based applications across major critical sectors such as health care, financial institutions, learning institutions, manufacturing, retail, banking, and insurance. The growing adoption of technology and the increased need for security in all these sectors have provided an avenue for the growth and implementation of artificial intelligence. The continued research and investment in developing more advanced artificial intelligence technologies are fueling the growth. The artificial intelligence market, which is at $62.4 billion in 2020, is expected to grow at a CAGR of 42.2% until 2027. The growth is due to the increased reliance for the technology. Artificial intelligence is being integrated into every appliance and system due to its versatility and efficiency. Our management team has extensive operations experience with leading technology innovators such as Qualcomm (NASDAQ: QCOM). Our directors and officers have extensive practical experience in cultivating innovations from engineering ideas to mass adoption. The team has invested and operated both growth stage and private equity stage technology companies in North America, Europe and Asia. Their practical experience and global network allow our management team to form agile business strategies and add values to the potential targets business development. Our Management Team Our management team is led by Henry Monzon, our Chief Executive Officer, and Ka Seng (Thomas) Ao, our Chief Financial Officer who have extensive international experience in disruptive technologies, business operations, investments and merger and acquisition transactions. Henry Monzon has served as our Chairman and Chief Executive Officer since inception. Mr. Monzon has served as Chairman, CEO & Co-Founder of Katena Computing Technologies, a bitcoin technology company backed by Jaan Tallinn (co-founder of Skype) and executives of Qualcomm Incorporated (NASDAQ: QCOM), since January 2020. Since May 2020, Mr. Monzon also served as the Chief Financial Officer of Luminous Computing, a moonshot artificial intelligence technology company, prior to which he served as an advisor to the company from October 2019 to May 2020. Luminous investors include Bill Gates, Luke Nosek of Gigafund and Ali Partovi of 2 Table of Contents Neo and has recently completed a significant Series-A round with $100 million USD committed. Prior to Luminous and Katena, Mr. Monzon served, from March 2018 to March 2019, as the Chief Revenue Officer of Bitfury Group, a European-based blockchain technology company. Mr. Monzon led significant revenue growth in 2018 during his tenure as Chief Revenue Officer at Bitfury. While there, Mr. Monzon led the strategic re-positioning of the company in order to serve institutional investors and oversaw various bitcoin data center operations in North America, Iceland, Norway, Georgia and Central Asia. In North America, Mr. Monzon supported the expansion of Hut 8 mining, one of the largest publicly listed Bitcoin mining companies in the world (TSX: HUT), with close to 1000 Petahash of production in more than 100MW operations. From January 2017 to August 2019, Mr. Monzon served as Strategic Partner of Hyperloop Transportation Technologies, Inc., a transportation and technology company. From 1998 to 2017, Mr. Monzon held various roles at Qualcomm, including engineering, program and product management, and executive business development roles. Mr. Monzon led the adoption and growth of Qualcomm s Snapdragon chipsets with global customers and partners in Long Term Evolution (LTE) ecosystem such as Original Equipment Manufacturers (OEM), Original Design Manufacturer s (ODM), retailers and technology partners in various regions including in North America, Latin America, Europe and Asia. Ka Seng (Thomas) Ao has served as our Chief Financial Officer and a Director since inception. Mr. Ao has extensive experience with M&A transactions and financial leasing. Mr. Ao has served as the Chief Executive Officer of MCL Financial Leasing, a provider of financial leasing services for bitcoin mining facilities, since January 2020. MCL Financial Leasing works closely with mining hardware manufacturers including Bitmain, MicroBT and Canaan (NASDAQ: CAN). Since September 2018, Mr. Ao has served as the director of Mindfulness Capital, a venture capital fund that focuses on early stage technology companies. From January 2016 to September 2018, Mr. Ao served as Vice President of HF Venture, an asset management firm that manages M&A funds for multiple listed companies in the industrial sector including Kingsignal Technology Co Ltd (SHE: 300252) and Anhui Zhongding Sealing Parts Co., Ltd. (SHE: 000887). From October 2010 to December 2015, Mr. Ao served as Vice President of Auone Electronic, a thermostats manufacturer that supplies Fortune 500 brands including Panasonic (OTCMKTS: PCRFF), Philips, and Schneider Electric (OTCMKTS: SBGSF). Etienne Snyman will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Since August 2017, Mr. Snyman has served as the sole director of Induna Energy Inc. ( Induna ), an energy consultancy firm that provides energy solutions to data centers. Since June 2018, Induna has advised a TSX-listed crypto currency mining company as Head of Power. In his capacity as Director of Induna, Mr. Snyman was responsible for all energy matters and successfully negotiated the land lease and energy supply agreements leading to the construction of a $90 million data center in 2018. From July 2012 to August 2017, Mr. Snyman held managerial roles at ATCO Power Canada Ltd., a developer, builder and operator of power generation faculties, business development. Prior to joining ATCO power Canada Ltd., Mr. Snyman had leadership roles at China National Offshore Oil Corporation, and ENMAX Energy Corporation, spanning all aspect of electricity industry, including regulatory oversight, energy trading, commercial analytics, development, and construction. Mr. Snyman had a leading commercial role in transactions totaling of over $1.5 billion in transmission, wind, hydro, and thermal energy infrastructure. Marcus Vincent Gomez will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Since June 2018, Mr. Gomez has served as co-founder, Chief Executive Officer, and Chairman of Luminous Computing, Inc., an artificial intelligence technology company. Mr. Gomez leads Luminous product, fundraising, and sales efforts and, most recently, he spearheaded Luminous historic $9 million seed and $100 million Series A financings, attracting investors including Bill Gates, Travis Kalanick, Dara Khosrowshahi, Ali Partovi (Neo), and Luke Nosek (Gigafund). From January 2018 to June 2018, Mr. Gomez served as an original member of the artificial intelligence research team for Tinder Inc., a geosocial networking and online dating platform. Kashan Piracha will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Piracha has 24 years of experience in the tech industry. Mr. Piracha has held various roles at Qualcomm (NASDAQ: QCOM), since 1997. Currently Mr. Piracha is a Senior Director of Product Management playing an integral role in deployment of Qualcomm s 5G mobile technology in various regions across the globe with special emphasis in Europe, Middle East and South East Asia. Prior to Mr. Pircaha s role as Senior Director of Product Management, he led Qualcomm s mobile chipset partnerships and alignment with key global 3 Table of Contents mobile network vendors. In this capacity Mr. Piracha initiated and built essential partnerships for Qualcomm with the leading network providers in the world and spearheaded the deployments of 3G and 4G mobile technologies with these partners. Mr. Piracha has also held roles at Qualcomm in Program Management as well as Engineering. The past performance of our management team, or advisor or their respective affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. No member of our management team has had management experience with special purpose acquisition corporations in the past. You should not rely on the historical record of our management team s or advisor s or their respective affiliates performance as indicative of our future performance. Business Strategy Our business strategy is to identify and consummate an initial business combination with a disruptive technology company that focuses on blockchain and artificial intelligence. We will seek to acquire established businesses that we believe are fundamentally sound but potentially in need of financial, operational, strategic or managerial redirection to maximize value. We may also look at earlier stage companies that exhibit the potential to change the industries in which they participate and which will offer the potential of sustained high levels of revenue growth and path to profitability. Our management team and sponsor have experience in: Operating and managing companies, formulating business strategies and executing action plans with internal resources and external business partners Developing business opportunities and procurement in North America, Europe and Asia; Forming strategic partnerships with other companies to develop cross merchandizing networks; Advising technology companies management in the fields of product development, business strategy and financial planning; Investing and building companies in the technology sector with unique market insights; Improving efficiency for businesses by implementing information technology systems; Building relationships with upstream vendors, logistics vendors, clients, and financial institutions; Identifying, acquiring, and structuring M&A transactions on behalf of public companies; Business Combination Criteria We have developed the following guidelines that we believe are important when we evaluate prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, though we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. Companies with operations or prospects in the disruptive technology sector. Based upon our management team s experience, we believe we have a competitive advantage and excellent access to investment opportunities when negotiating a business combination with potential targets in the sector. Our management team s network of contacts and extensive experience provide them with opportunities to source and evaluate targets, enter into a business combination with a target and help grow their business. Companies that are fundamentally sound and have the potential for improved performance under our ownership. Our management team s experience in target sectors will create opportunities to enhance the operational efficiencies and revenue of the target business, while potentially generating higher returns for our investors. Significant growth opportunities. Apart from strong organic growth potential, we look for companies that could meaningfully accelerate growth through geographic expansion, business combinations, disruptive products and engineering expertise. 4 Table of Contents Market leaders. Our targets should have a leading presence across a segment or industry, or having leading product or technology capabilities. Appropriate valuations. We intend to be a disciplined and valuation-centric investor that will invest on terms that we believe are attractive relative to market comparables that provide significant upside potential. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC. Our Business Combination Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as reviewing financial and other information that will be made available to us. We will also utilize our operational and capital allocation experience. Our acquisition criteria, due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Sourcing of Potential Business Combination Targets We believe that the operational and transactional experience of our management team and members of our sponsor and their respective affiliates and related entities and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential business combination targets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships with sellers, financing sources and target management teams. Our management team and members of our sponsor and their respective affiliates and related entities have significant experience in executing transactions under varying economic and financial market conditions. We believe that these networks of relationships and this experience will provide us with important sources of investment opportunities. In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions. We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities) or making the acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors (or their respective affiliates or related entities). In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. As more fully discussed in Management Conflicts of Interest, if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to 5 Table of Contents such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. Other Acquisition Considerations In addition to our sponsor, members of our management team may directly or indirectly own our ordinary shares and/or private placement units following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands law, no director or officer shall be disqualified or prevented from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any director shall have an interest be liable to be avoided. A director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of such interest shall be disclosed at or prior to its consideration or any vote thereon by the board of directors. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. Our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act even before we enter a definitive agreement regarding our initial business combination. Initial Business Combination Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. Unless we complete our initial business combination with an affiliated entity, or our board of directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our board of directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives 6 Table of Contents of the target management team or shareholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares and/or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not listed on the Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on the Nasdaq at the time of our initial business combination. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the 7 Table of Contents fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Financial Secretary of the Cayman Islands that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on October 28, 2020. Our executive offices are located at 7244 Carrizo Drive, La Jolla, CA 92037, and our telephone number is 858-228-7142. 8 Table of Contents The Offering In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 26 of this prospectus. Securities offered 10,000,000 units, at $10.00 per unit, each unit consisting of: one ordinary share; and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of an initial business combination, subject to conditions described in this prospectus. Proposed Nasdaq symbols Units: MBTC U Ordinary Shares: MBTC Rights: MBTC R Trading commencement and separation of ordinary shares and rights The units will begin trading promptly after the date of this prospectus. The ordinary shares and rights comprising the units will begin separate trading on the 90th day following the date of this prospectus unless Chardan informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the ordinary shares and rights commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into ordinary shares and rights. Separate trading of the ordinary shares and rights is prohibited until we have filed a Current Report on Form 8-K In no event will the ordinary shares and rights be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. 9 Table of Contents Units: Number issued and outstanding before this offering 0 Number issued and outstanding after this offering 10,350,000(1) Ordinary shares: Number issued and outstanding before this offering 2,875,000(2) Number issued and outstanding after this offering 12,850,000(1)(3) Rights: Number issued and outstanding before this offering 0 Number of rights to be issued and outstanding after this offering and the private placement 10,350,000(1)(4) Rights: Term of Rights: Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of our initial business combination. In the event we will not be the surviving entity upon completion of our initial business combination, each holder of a right will be required to affirmatively convert its rights in order to receive the 1/10 ordinary share underlying each right (without paying any additional consideration). If we are unable to complete an initial business combination within the required time period and we redeem the public shares for the funds held in the trust account, holders of rights will not receive any such funds in exchange for their rights and the rights will expire worthless. We will not issue fractional shares upon exchange of the rights. If, upon conversion of the rights, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares to be issued to holder and, upon conversion, pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined. We will make the determination of how we are treating fractional shares at the time of our initial business combination and will include such determination in the proxy materials we will send to shareholders for their consideration of such initial business combination. Founder shares In November 2020, our sponsor paid $25,000, or approximately $0.009 per share to cover certain of our offering and formation costs in consideration of 2,875,000 founder shares. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. Our initial shareholders will own approximately 20% of our issued and outstanding shares after this offering (assuming they do not purchase units in this offering). If we increase or decrease the size of the ____________ (1) Assumes no exercise of the underwriters over-allotment option. (2) Consists solely of founder shares and includes up to 375,000 ordinary shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. Except as otherwise specified, the rest of this prospectus has been drafted to give effect to the full forfeiture of these 375,000 ordinary shares. (3) Includes 10,000,000 public shares, 350,000 private placement shares and 2,500,000 founder shares. (4) Includes 10,000,000 public rights and 350,000 private placement rights. 10 Table of Contents offering, we will effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable, with respect to our ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial shareholders at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. The founder shares are identical to the ordinary shares included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount) or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination within 18 months from the closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our sponsor has agreed, pursuant to such letter agreement, to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholder s founder shares and private placement shares, we would need only 362,501, or 3.63%, of the 10,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming only a quorum is present at such meeting held to vote on our initial business combination) in order to have our initial business combination approved (assuming the over-allotment option is not exercised); and the founder shares are subject to registration rights. 11 Table of Contents Transfer restrictions on founder shares Our sponsor, directors and officers have agreed not to transfer, assign or sell (A) with respect to 50% of their founder shares, for a period ending on the earlier to occur of the six-month anniversary of the completion of our initial business combination or the date on which the closing price of the ordinary shares exceeds $12.50 for any 20 trading days within a 30-day trading period following the closing of our initial business combination; (B) with respect to the remaining 50% of the founder shares, for a period ending on the six-month anniversary of the closing of our initial business combination or (C) in each case, subsequent to our initial business combination, the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property (except as described herein under the section of this prospectus entitled Principal Shareholders Restrictions on Transfers of Founder Shares and Private Placement Units ). We refer to such transfer restrictions throughout this prospectus as the lock-up. Private placement units Our sponsor has committed to purchase an aggregate of 350,000 private placement units (or 380,000 private placement units if the over-allotment option is exercised in full) at a price of $10.00 per unit ($3,500,000 in the aggregate, or $3,800,000 if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each placement unit is identical to the units offered by this prospectus except as described below. There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares, placement shares or placement rights, which will expire worthless if we do not consummate a business combination within 18 months from the closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount as described in more detail in this prospectus). Our initial shareholders have agreed to waive their redemption rights with respect to their private placement shares (i) in connection with the consummation of a business combination, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto, to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the completion of this offering (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount as described in more detail in this prospectus) or with respect to any other provision relating to shareholders rights or pre-initial business combination activity and (iii) if we fail to consummate a business combination within 18 months from the completion of this offering (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount as described in more detail in this prospectus) or if we liquidate prior to the expiration of the 18 month period (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount as described in more detail in this prospectus). However, our initial shareholders will be entitled to redemption rights with respect to any public shares held by them if we fail to consummate a business combination or liquidate within the 18 month period. Transfer restrictions on placement units The placement units and their component securities will not be transferable, assignable or salable until 30 days after the consummation of our initial business combination except to permitted transferees. 12 Table of Contents Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement units be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement units described in this prospectus, $100,000,000 ($10.00 per unit), or $115,000,000 ($10.00 per unit) if the underwriters over-allotment option is exercised in full, will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and $1.5 million will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $3,500,000 (or up to $4,025,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement units will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount as described in more detail in this prospectus) or (B) with respect to any other provision relating to shareholders rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination within 18 months from the closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount as described in more detail in this prospectus), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes. Based upon current interest rates, we expect the trust account to generate approximately $100,000 of interest annually (assuming no exercise of the underwriters overallotment option and an interest rate of .10% per year) following the investment of such funds in specified U.S. government treasury bills or in specified money market funds. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement units not held in the trust account, which will be approximately $750,000 in working capital after the payment of approximately $750,000 in expenses relating to this offering and certain reimbursements to us by the underwriters; and 13 Table of Contents any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Conditions to completing our initial business combination Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination. If our securities are not listed on the Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on the Nasdaq at the time of our initial business combination. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the equity Permitted purchases of public shares and rights by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, or their respective affiliates may purchase shares or rights in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Please see Proposed Business Permitted purchases of our securities for a description of how such persons will determine which shareholders to seek to acquire shares from. There is no limit on the number of shares such persons may purchase, or any restriction on the price that they may pay. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, or their respective affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. If they engage 14 Table of Contents in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our sponsor, directors, officers, or their respective affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our rights. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association 15 Table of Contents would require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the Nasdaq, we will be required to comply with such rules. If shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares and private placement shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. 16 Table of Contents Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. Our amended and restated memorandum and articles of association will provide that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof. Tendering share certificates in connection with a tender offer or redemption rights We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. 17 Table of Contents Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. We may waive this restriction in our sole discretion. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares, private placement shares or public shares held by them redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public shareholder and subject to the 15% limitation in connection with any such redemption right. Redemption Rights in connection with proposed amendments to our amended and restated memorandum and articles of association Our amended and restated memorandum and articles of association will provide that any of its provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and in our amended and restated memorandum and articles of association), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. Should our sponsor vote all its shares in favor of any such 18 Table of Contents amendment, we would require 5,502,501, or 55.03%, of the public shares issued in this offering to be voted in favor of any such amendment for its approval (assuming no exercise of the underwriters overallotment option and no purchase by our sponsor or its affiliates or our officers and directors or their respective affiliates of public shares in this offering or thereafter). We may not issue additional securities that can vote on amendments to our amended and restated memorandum and articles of association or in our initial business combination. Our initial shareholders, which will beneficially own 20% of our ordinary shares upon the closing of this offering (assuming it does not purchase units in this offering), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner it chooses. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount as described in more detail in this prospectus) or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us, other than funds the trustee will use to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination. We will use the remaining funds to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. 19 Table of Contents Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers, and directors have agreed that we will have only 18 months from the closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount as described in more detail in this prospectus) to complete our initial business combination. If we are unable to complete our initial business combination within such 18-month period (or up to 24-month period), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to complete our initial business combination within the 18-month (or up to 24-month) time period. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination within 18 months from the closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount as described in more detail in this prospectus). However, if our sponsor, officers or directors acquire public shares after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 18-month (or up to 24-month) time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 18 months from the closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount as described in more detail in this prospectus) and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount as described in more detail in this prospectus) or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon 20 Table of Contents approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares. However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules). Ability to extend time to complete business combination If we have filed a preliminary proxy statement with the SEC seeking shareholder approval of an initial business combination within 18 months of this offering, the period of time we have to consummate an initial business combination shall be automatically extended by an additional four months for an aggregate of 22 months. Alternatively, if we anticipate that we may not be able to consummate our initial business combination within 18 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 24 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $1,000,000, or $1,150,000 if the underwriters over-allotment option is exercised in full ($0.10 per share in either case), on or prior to the date of the applicable deadline, for each of the available three month extensions providing a total possible business combination period of 24 months at a total payment value of $2,000,000, or $2,300,000 if the underwriters over-allotment option is exercised in full. Any such payments would be made in the form of non-interest bearing loans. We may also seek to amend our charter or governing instruments to extend the time to consummate an initial business combination in order to effectuate our initial business combination. If we complete our initial business combination, we will, at the option of our sponsor, repay such loaned amounts out of the proceeds of the trust account released to us or convert a portion or all of the total loan amount into units at a price of $10.00 per unit, which units will be identical to the private units. If we do not complete a business combination, we will only repay such loans from funds held outside of the trust account. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. Our public shareholders will not be entitled to vote or redeem their shares in connection with any such extension. As a result, we may conduct such an extension even though a majority of our public shareholders do not support such an extension and will not be able to redeem their shares in connection therewith. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement units held in the trust account prior to the completion of our initial business combination: repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; 21 Table of Contents payment to our sponsor of a total of $10,000 per month for office space, administrative and support services; reimbursement for certain out-of-pocket expenses related to identifying, investigating and completing an initial business combination; repayment of loans made by our sponsor or its designees at the closing of our initial business combination in connection with extensions of the period of time to consummate a business combination (as described in more detail in this prospectus); and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender. These payments may be funded using the net proceeds of this offering and the sale of the private placement units not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee (which will be composed entirely of independent directors), to among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. Because we are a blank check company, rather than an operating company, 22 Table of Contents and our operations will be limited to searching for prospective target businesses to acquire, the only third parties we currently expect to engage would be vendors such as lawyers, investment bankers, computer or information and technical services providers or prospective target businesses. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such obligations. Conflicts of Interest Each of our officers and directors presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. Risks We are a blank check company incorporated as a Cayman Islands exempted company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. 23 Table of Contents SUMMARY FINANCIAL DATA The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. December 31, 2020 Actual As Adjusted Balance Sheet Data: Working capital (deficit)(1) $ (130,600 ) $ 97,269,400 Total assets(2) 150,000 100,769,400 Total liabilities(3) 130,600 3,500,000 Value of ordinary shares subject to possible redemption(4) 92,269,390 Shareholders equity(5) 19,400 5,000,010 ____________ (1) The as adjusted calculation includes $100,000,000 cash held in trust from the proceeds of this offering and the sale of the placement units, plus $19,400 of actual shareholders equity as of December 31, 2020, less $3,500,000 of deferred underwriting commissions. (2) The as adjusted calculation equals $100,000,000 cash held in trust from the proceeds of this offering and the sale of the placement units, plus $19,400 of actual shareholders equity as of December 31, 2020. (3) The as adjusted calculation includes $3,500,000 of deferred underwriting commissions (4) The as adjusted calculation equals the as adjusted total assets, less the as adjusted total liabilities, less the as adjusted shareholders equity, which is set to approximate the minimum net tangible assets threshold of at least $5,000,001. (5) Excludes 9,226,939 public shares which are subject to redemption in connection with our initial business combination. The as adjusted calculation equals the as adjusted total assets, less the as adjusted total liabilities, less the value of ordinary shares that may be redeemed in connection with our initial business combination (initially $10.00 per share). The actual number of public shares that may be redeemed may exceed the aforementioned amount provided that we will not consummate an initial business combination unless we satisfy the $5,000,001 minimum net tangible assets threshold. The as adjusted information gives effect to the sale of the units in this offering, the sale of the placement units, and the payment of the estimated expenses of this offering and assumes no exercise of the underwriters over-allotment option. The as adjusted total assets amount includes the $100,000,000 held in the trust account (which would be $115,000,000 if the underwriters over-allotment option is exercised in full) for the benefit of our public stockholders, which amount, less deferred underwriting commissions, will be available to us only upon the completion of our initial business combination within the completion window. The as adjusted total assets include $3,500,000 being held in the trust account (which would be $4,025,000 if the underwriters over-allotment option is exercised in full) representing deferred underwriting commissions. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions. 24 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001837412_somalogic_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001837412_somalogic_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..869248fab04bc4f8b2c4e488905067b49a4fa775
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001837412_somalogic_prospectus_summary.txt
@@ -0,0 +1,57 @@
+PROSPECTUS SUMMARY
+
+ This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our Common Stock. You should carefully consider, among other things, our consolidated financial statements and the related notes and the sections entitled Risk Factors, Business, and Management s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this prospectus.
+
+ Our Mission
+
+ Our mission is to unlock the latent power of proteomics in order to facilitate a more complete understanding of human biology and contribute to the relief of suffering and the extension of healthy, meaningful life.
+
+ We believe we are only now traversing the early stages of the proteomics movement and that we are at the forefront of such movement. We predict the new tools and insights generated in the field of proteomics will ultimately have more impact across the life sciences sector and produce more research and clinical benefit than genomics. We have spent the last 20 years developing our proprietary proteomics platform, solidifying commercial relationships and building what we view as one of the largest and most comprehensive proteomics databases in the world. Our goal is to establish our integrated technology as the universal proteomics platform: enabling potentially extraordinary biomedical discovery and opening the door to precision medicine through transformed diagnostics, population management and individual care.
+
+ Overview
+
+ We are a leading commercial-stage proteomics company. We have built an integrated proteomics platform that, according to our internal models and testing specifications, is capable of robust, high throughput proteomics analysis with broad proteome coverage, low limits of detection, high reproducibility and at low costs. We designed our platform with the goal of being a universal proteomics platform, with the breadth (number of proteins measured) and precision (accuracy of measurement) important for discovery and research applications, and both the reproducibility and robustness important for clinical applications. Our platform is underpinned by our proprietary assay technology, our protein database (which we believe is one of the largest proteomics databases worldwide), and artificial intelligence and machine learning capabilities. As of June 30, 2021, our assay can measure approximately 7,000 protein target measurements in a single sample using only approximately 55 L of plasma or serum. Our proteomics database matches proteomics and clinical information and contains over 1.5 billion protein measurements with over 675,000 participant-years of clinical follow-up. Leveraging our artificial intelligence-enabled bioinformatics capability, we use our database to power diagnostic product development for our research and clinical customers. We currently run our platform within our own laboratory, receive samples from customers and perform proteomics analysis on their behalf. We are also developing an integrated solution comprising kits and select equipment that would enable customers to perform our proteomics assay at their own sites and leverage our bioinformatics capabilities through the cloud to analyze the data. We have served over 300 customers and collaborators with our proteomics technology since 2015. Our current partnerships include Novartis, Amgen, and others, and our proteomics assay is used in laboratories both at the FDA and the National Institute of Health.
+
+ Although the genomics revolution has led to a large number of biological insights, we believe the value of proteomics remains largely untapped as only a small portion of the human proteome is routinely identified and measured by others. Unlike the genome, which is essentially static, the proteome is dynamic within an organism and is a product of the genetic blueprint and environmental influences. The ability to measure accurately a large number of proteins and their interactions within biological systems enables researchers to capture a more complete snapshot of the dynamic state of a cell, tissue or organism. However, this has remained a challenge for the life sciences industry. Although proteomics technologies have advanced over the past several years, there are currently few commercially available methodologies for broad, large-scale protein measurement and each have their own limitations. This is largely due to inherent difficulties in measuring proteins. For example, proteins have unstable and variable chemical structures and their presence in blood or plasma can span a large dynamic range. Traditional methodologies have included mass spectrometry and antibody-based approaches, whereas the former has limitations with detecting proteins at low abundance, and the latter with the number of proteins that can be detected at once. We believe there is a widely accepted set of technology attributes required to broaden the utility of proteomics technologies, including, but not 
+
+ 
+
+ 6
+
+ Table of Contents
+
+ 
+ limited to, breadth ( plex, or number of proteins measured), depth (or lower limits of detection), dynamic range, precision, throughput, ability to measure proteins in their native state, and processing bias. We believe our platform possesses each of these attributes, and as a result is capable of unlocking key biological insights that can ultimately improve and augment life science discovery, health care provider (individual and systems of care) productivity, and ultimately individual health.
+
+ Our proprietary platform is built upon our assay technology, our proprietary database (which we believe is one of the world s largest proteomics databases), and artificial intelligence and machine learning bioinformatics capabilities. We believe these technologies fit and work together seamlessly to enable our growing product offering, and the collection of more data to support product development. Our foundational assay technology includes our library of modified aptamer protein identification reagents, referred to as SOMAmer reagents, and our SomaScan assay. Our SOMAmer reagents are proprietary slow off-rate modified aptamers which are short, synthetic single stranded DNA (ssDNA) sequences developed to bind specific protein targets with high affinity and specificity across the proteome. As of June 30, 2021, we have reagents targeting approximately 7,000 protein target measurements of the approximately 20,000 canonical human proteins included in our current SomaScan assay, and plan to increase this number to approximately 10,000 in the next 24 months. We believe our foundational SomaScan assay exhibits one of the industry s leading technical specifications for identification and measurement, with a dynamic range of approximately 10 logs, a median coefficient of variation of approximately 5%, and high sensitivity and specificity. We have been able to increase the number of identified protein target measurements from less than 500 proteins over a decade ago to approximately 7,000 as of June 30, 2021, while also improving our platform s technical performance. We predict this will continue to be the case as we increase the number of proteins measured in the future. This ability to precisely measure thousands of proteins in life sciences research or clinical samples enriches the biological and clinical insights derived from our database. To facilitate mining these insights, we have developed a unique proteomics bioinformatics platform during the past decade by virtue of analyzing high-plex proteomic data for over 450,000 cumulative SomaScan assay runs which have been included in our database. Our models derived from artificial intelligence and machine learning can correlate patterns of protein expression to a current health state or future risk of disease and allow the platform to continuously evolve as we run more samples. SomaScan is available as a Laboratory-Developed Test ( LDT ) in the United States.
+
+ Our business model is currently focused on research and clinical customers. We believe our platform has broad application beyond our current commercial offering and we continue to work with collaborators to explore new areas of application for research and clinical proteomics.
+
+ Our assay services delivered to the research market is focused on pharmaceutical and biotechnology companies, and academic research institutions. We facilitate drug development, analysis of clinical trials and new human biology insights by assessing protein-protein and protein-gene networks. According to research published in Nature Reviews Drug Discovery, approximately 90% of current FDA-approved drugs and drugs in development target a protein, which highlights the importance of proteomics and its ability to provide customers with actionable biological insights that can accelerate development and patient care. In addition to providing protein data for research customer use, as of June 30, 2021 we have released 16 SomaSignal research use only (RUO) protein-pattern recognition tests covering multiple applications, including facilitation of clinical trials (patient inclusion/exclusion, therapeutic effects of pharmaceuticals during trials, and other use cases).
+
+ Our services and products delivered into the clinical market is focused on providing data-driven diagnostic tests aimed at enabling high predictive power of biological disease and risks to patients based on high-plex proteomic measurement and bioinformatics predictive model development. We have released 12 SomaSignal tests for use as laboratory developed tests under our CLIA certification since late 2019. We also have a pipeline of over 100 unique tests and use claims targeting multiple applications, including offerings for health and wellness, preventative medical and disease management for pharmaceutical companies, health system providers and payors. Our SomaSignal tests provide several advantages that we believe will help to sustain our company as one of the leaders in the emerging high-plex clinical proteomics space. These advantages include more accurate tests for risk prediction and the breadth of protein measurement vs. selected biomarkers. We also run the same broad assay for each sample, and therefore offer all relevant tests as well as capture a broad dataset for each sample. We have developed a number of United States health system partnerships in which we are studying use cases and benefits for SomaSignal tests for patient populations, and should facilitate development of our clinical opportunity.
+
+ 
+
+ 7
+
+ Table of Contents
+
+ 
+ We believe proteomics represents one of the largest untapped opportunities in the life sciences industry today. Our platform has the ability to address a host of exciting opportunities across several proteomics markets, including basic research and discovery, translational research, biopharmaceutical development, and clinical diagnostic applications. According to Grand View Research, the global addressable market opportunity across these markets combined was valued at approximately $90 billion in 2020. According to Statista, the proteomics market focused on life sciences research applications is valued to be approximately $50 billion, consisting of approximately $30 billion for basic research and discovery, and approximately $20 billion for translational research and pharmaceutical development. In addition to life sciences research, we believe we are also uniquely positioned to capture a significant part of the clinical diagnostics market, which is valued at approximately $40 billion. Over the longer term, we expect to also target direct-to-consumer market applications. As was witnessed during the evolution of genomics enablement and applications development, we expect proteomics markets to grow substantially over time. We believe our platform is positioned to enable new applications and create new markets, which will further increase our total addressable market in future years.
+
+ We generated over $38 million of revenue during the six months ended June 30, 2021 and over $55 million of revenue in 2020, almost entirely from our research market. Our cash and cash equivalents balance as of June 30, 2021 is $47 million. On a pro forma basis, after giving effect to the consummation of the Business Combination and PIPE Investment, our cash and cash equivalents balance would have amounted to approximately $583 million as of June 30, 2021.
+
+ Our investor relations website is located at http://www.somalogic.com/investors/. We use our investor relations website to post important information for investors, including news releases, analyst presentations, and supplemental financial information, and as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor our investor relations website, in addition to following press releases, SEC filings and public conference calls and webcasts. We also make available, free of charge, on our investor relations website under Financial Information-SEC Filings, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports as soon as reasonably practicable after electronically filing or furnishing those reports to the SEC.
+
+ Corporate Information
+
+ On September 1, 2021 (the Closing Date ), CM Life Sciences II Inc., our predecessor company ( CMLS II ) consummated its previously announced business combination ( Business Combination ) pursuant to the terms of that certain Agreement and Plan of Merger (as amended, Merger Agreement ) with SomaLogic, Inc., a Delaware corporation ( Old SomaLogic ) and S-Craft Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of CMLS II ( Merger Sub ).
+
+ Pursuant to the terms of the Merger Agreement (and upon all other conditions pursuant to the Merger Agreement being satisfied or waived), on the Closing Date, (i) Old SomaLogic changed its name to SomaLogic Operating Co., Inc., (ii) CMLS II changed its name to SomaLogic, Inc. (the Company or SomaLogic ), and (iii) Merger Sub merged with and into Old SomaLogic ( Merger ), with Old SomaLogic as the surviving company in the Merger and, after giving effect to such Merger, Old SomaLogic becoming a wholly-owned subsidiary of the Company.
+
+ Our principal executive offices are located at 2945 Wilderness Place, Boulder, Colorado 80301, and its telephone number is (303) 625-9000.
+
+ Our website address is http://www.somalogic.com. The information on, or that can be accessed through, our website is not part of this prospectus, and you should not consider information contained on our website in deciding whether to purchase shares of our Common Stock. We have included our website address in this prospectus solely as an inactive textual reference.
+
+ We use the SomaLogic logo and other marks as
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001837978_hear-com_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001837978_hear-com_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001837978_hear-com_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001838219_tcw_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001838219_tcw_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4442851c3fde01c98f57a24b939e47180b95d24a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001838219_tcw_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: advisory board are to our advisory board, which will assist us in sourcing and evaluating transaction opportunities; amended and restated certificate of incorporation are to our second amended and restated certificate of incorporation, which will be adopted prior to the consummation of this offering; common stock are to our Class A common stock and our Class B common stock, collectively; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt; founder shares are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); management or our management team are to our executive officers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders, and members of our management team, board of directors and advisory board to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor (or permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination; sponsor are to TCW Special Purpose Sponsor LLC, a Delaware limited liability company, which is controlled by TCW SPAC-1 Equity LLC; warrants are to our redeemable warrants, which include the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; and we, us, our, company or our company are to TCW Special Purpose Acquisition Corp., a Delaware corporation. 1 Table of Contents Each unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture by our sponsor of 1,500,000 founder shares for no consideration. General We are a newly incorporated blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target. About The TCW Group Our sponsor is an affiliate of The TCW Group, Inc. ( TCW ). TCW is a leading global investment management firm headquartered in Los Angeles, California with over 600 employees throughout offices in 10 cities worldwide. As of December 31, 2020, TCW had approximately $245 billion in assets under management. The firm offers a broad range of investment strategies across fixed income, equities, emerging markets and alternative investments. The firm s long-tenured investment teams add value to client portfolios through clearly defined investment philosophies and consistent processes informed by rigorous fundamental research and market expertise. For nearly 50 years, TCW s clients have included many of the world s largest corporate and public pension plans, central banks, sovereign wealth funds, financial institutions, insurance companies, private banks, endowments and foundations. We believe TCW s longstanding relationships, global reach, and extensive investment research and due diligence capabilities provide the management team of TCW Special Purpose Acquisition Corp. with significant advantages as it pursues an initial business combination. TCW New America Premier We believe TCW Special Purpose Acquisition Corp. can serve as a natural extension of the longstanding investment strategy of TCW s New America Premier business unit ( New America ) that was established by Joseph R. Shaposhnik in August 2015. TCW Special Purpose Acquisition Corp. is expected to benefit from the proprietary deal flow, public and private company relationships, and extensive industry insights that the New America team has built since its inception. In August 2015, New America launched the TCW New America Premier Equities strategy. The investment strategy seeks to compound capital at above market average returns while incurring below market average risk. To accomplish this objective, the New America investment team focuses on selecting businesses with the following characteristics: Predictable, recurring revenue growth business models that generate consistent free cash flow; Product or service that is a small part of customers overall costs but critical to business operations; Excess free cash flow is reinvested in high return projects or value enhancing acquisitions; Management has a strong record of building the business and allocating capital; and Business is offered at a reasonable multiple of cash flow relative to expected growth of cash flow per share. We believe our investment approach of thorough investment research coupled with high engagement with business leaders, advisors and the shareholder community makes us well suited to uncover, attract, work with and acquire a compelling business. The New America investment team is accustomed to collaborating closely with executive management teams as well as engaging public and private company Boards of Directors to create shareholder value at portfolio companies. 2 Table of Contents In addition to the TCW New America Premier Equities strategy, the New America team established and manages two associated investment strategies, the TCW Global Premier ESG Equities UCITS and TCW Global Space Technology Equities strategy, both of which adhere to the core tenets of New America s investment philosophy as originally conceived by Mr. Shaposhnik in 2015. The New America team has invested with a consistent investment approach while deploying capital across various investment strategies and themes, market capitalizations, industries, geographies, lifecycle stages, and unique corporate situations. Similar to each of New America s investment strategies, we believe TCW Special Purpose Acquisition Corp. can serve as a natural extension of New America s core investment approach. TCW Special Purpose Acquisition Corp. TCW Special Purpose Acquisition Corp. may pursue an initial business combination with one or more targets that has a business model consistent with New America s longstanding investment philosophies. While we may pursue one or more acquisition opportunities in any business industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and manage a business in the technology, healthcare, industrial or consumer sectors. TCW Special Purpose Acquisition Corp. was formed by a highly experienced and successful management team with extensive experience across deal sourcing, structuring, and transaction execution, as well as significant involvement within corporate governance, managerial and operational leadership, and long-term industry strategic planning. The team collectively has decades of experience working previously at highly successful organizations and we believe TCW Special Purpose Acquisition Corp. will benefit from the team s vast network of contacts across the corporate, public and private equity, and venture capital communities. Ultimately, we believe the confluence of executing New America s proven investment strategy, leveraging TCW s global platform, and engaging the support of our board of directors and advisory board provides us with a competitive advantage in sourcing and executing an initial business combination with an attractive corporate target. Advisory Board Our current advisory board members are as follows: Brad Buss retired in February 2016 as the Chief Financial Officer of SolarCity Corporation, where he had served since August 2014. Prior to joining SolarCity, he served as Chief Financial Officer and Executive Vice President, Finance and Administration of Cypress Semiconductor Corporation from August 2005 to June 2014. Prior to August 2005, Mr. Buss held various financial leadership roles with Altera Corporation, Cisco Systems, Veba Electronics LLC, and Wyle Electronics, Inc. Mr. Buss has served on the board of directors for QuantumScape since August 2020, AECOM since July 2020 and Advance Auto Parts, Inc. since 2016, In addition, Mr. Buss has served on the board of directors for Marvell Technology Group Ltd. since July 2018, following Marvell s acquisition of Cavium, Inc., where he had served as a director since July 2016. Mr. Buss has served on the Strategic Advisory Board of Hennessy Capital Investment Corp. V since January 2020. Mr. Buss previously served on the board of directors for Tesla, Inc. from November 2009 until 2019. He currently serves as chair of the Audit Committee of Advance Auto Parts, Inc. and QuantumScape, a member of the Audit Committee of Marvell Technology Group Ltd. and a member of the Nominating and Corporate Governance Committee and the Compensation Committee of AECOM, and he formerly served as a member of the Compensation Committee and Nominating and Governance Committee and as Chair of the Audit Committee for Tesla, Inc. He also served as a director and Chair of the Audit Committee for Caf Press Inc. from October 2007 to August 2016. Thomas Tippl has served as Vice Chairman of Activision Blizzard since May 2017. He served as Chief Operating Officer from March 2010 through April 2017. Prior to that, he served as the company s Chief Corporate Officer from March 2009 until March 2010. In addition, Mr. Tippl served as Activision Blizzard s Chief Financial Officer from July 2008 until February 2012. Mr. Tippl joined the Company as the Chief Financial Officer of Activision in October 2005. Prior to joining the Company, Mr. Tippl served as the head of investor relations and shareholder services at The Procter & Gamble Company, a manufacturer of consumer goods products, from 2004 to 2005. Mr. Tippl also served as the finance director of Procter & Gamble s Baby Care Europe division, and as a member of the board of directors of the joint venture between Procter & Gamble and Fater in Italy from 2001 to 2003. Mr. Tippl co-founded Procter & Gamble s Equity Venture Fund in 1999 and also served as the associate director of acquisitions and divestitures for Procter & Gamble from 1999 to 2001. Prior to 1999, Mr. Tippl served in various financial executive positions for Procter & Gamble in Europe, China and Japan. Mr. Tippl holds a master s degree in economics and social sciences from the Vienna University of Economics and Business Administration. 3 Table of Contents Simon Gallagher is an entertainment strategy and content licensing executive with more than 20 years of international experience working with the world s leading entertainment brands. Over the past six years, through his personal consulting and investment company, SPG Global Pty Ltd, Mr. Gallagher has acted as a special advisor to more than 130 companies in 20 countries. These have included the world s leading consulting firms, sports leagues, hedge funds, private equity firms, sovereign wealth funds, and media and technology companies. In 2020, he co-founded the TCW Entertainment Technology Fund, and continues to work closely with TCW as a Senior Advisor. From 2013-2014, Mr. Gallagher served as Director of Content Acquisition at Netflix, licensing content from the major US studios, including Disney and Paramount, to launch the service in international markets. Prior to Netflix, from 2009-2013, he served as Director of International Strategy and Business Development at Hulu, a joint venture between Disney, Fox, and Comcast, where he prepared market entry strategies, negotiated strategic alliances, and licensed launch content. From 2006-2009, he served as Senior Vice President of Content at Wasserman Media Group, the world s leading sports agency, managing sports media rights acquisitions and licensing transactions. From 2000-2006, Mr. Gallagher served as Vice President of IMG Media where he licensed over 10,000 hours of sports content on behalf of clients such as Wimbledon, the NFL and the International Olympic Committee. Mr. Gallagher received a Bachelor s Degree in Media from La Trobe University in Australia and is a regular industry commentator on networks including CNBC and Sky News. Please see the section of this prospectus entitled Management Advisory Board for additional information. Business Strategy Our objective is to generate attractive returns for our shareholders by identifying and completing a business combination with a high quality target at an attractive valuation relative to public market peers. We will seek a target company that demonstrates characteristics consistent with Our Acquisition Criteria below. To achieve a successful initial business combination, our management team, board of directors and advisory board will leverage their investment, financial and operational experience to identify a company with a compelling value proposition and superior free cash flow growth. We expect to differentiate ourselves through our: successful investment track record in public markets across market capitalizations, industries and geographies; extensive experience evaluating and investing in private businesses and leading large single company investments; rigorous investment strategy that emphasizes recurring revenue, critical products/services and free cash flow; and vast network of contacts in the public equity, private equity, and venture communities. Following the completion of this offering, members of our management team, board of directors and advisory board will communicate with their network of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with one or more target businesses that do not meet some or any of these criteria and guidelines. We will seek to acquire companies that have the following characteristics: durable and predictable business well positioned to deliver superior revenue growth; provides products or services that account for critical but small portions of large value streams; and cash generative with limited dependency on a positive macroeconomic environment. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria 4 Table of Contents and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. We may engage TCW, or another affiliate of our sponsor, as our lead financial advisor in connection with our initial business combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions. Initial Business Combination The NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of fair market value test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of fair market value test, as well as the basis for our determinations. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. Additionally, pursuant to the NYSE rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of fair market value test described above. If the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. 5 Table of Contents Our Acquisition Process We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view. Members of our management team, our independent directors and our advisory board members will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers, directors and advisory board members may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers, directors or advisory board members was included by a target business as a condition to any agreement with respect to our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. At the closing of our initial business combination, we may pay members of our advisory board a finder s fee, in the form of cash, common stock or warrants, or a combination thereof, subject to post-closing price target. We also may engage TCW, or another affiliate of our sponsor, as our lead financial advisor in connection with our initial business combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions. Therefore, our advisory board members and our sponsor may have additional financial interests in the completion of the initial business combination. These financial interests may influence the advice that any such advisory board member or affiliate of our sponsor provides us, which advice would contribute to our decision on whether to pursue a business combination with any particular target. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director, officer or advisory board member is permitted to refer that opportunity to us without violating another legal obligation. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or ventures may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Corporate Information Our executive offices are 865 S. Figueroa St., Suite 1800, Los Angeles, CA 90017, and our telephone number is (213) 244-0000. Upon completion of this offering, our corporate website address will be www.tcwspac.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to invest in our securities. 6 Table of Contents We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates equals or exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the prior June 30th. 7 Table of Contents THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, board of directors and advisory board, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 40,000,000 units (or 46,000,000 units if the underwriter s over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-third of one redeemable warrant. Proposed NYSE symbols Units: NAPA.U Class A common stock: NAPA Warrants: NAPA WS Trading commencement and separation of shares of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or if such date is not a business day, the following business day) unless Citigroup Global Markets Inc. and Barclays Capital Inc. informs us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. 8 Table of Contents Units: Number outstanding before this offering 0 Number outstanding after this offering 40,000,000(1) Common stock: Number outstanding before this offering 11,500,000(2)(3) Number outstanding after this offering 50,000,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 6,666,667(1) Number of warrants to be outstanding after this offering and the private placement 20,000,000(1) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-third of one warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation ____________ (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 1,500,000 founder shares for no consideration. (2) Includes up to 1,500,000 founder shares that will be forfeited by our initial stockholders depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 40,000,000 public shares and 10,000,000 founder shares. 9 Table of Contents of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 and Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration 10 Table of Contents statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Stockholders Warrants Anti-dilution adjustments) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be done on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state laws. Except as described below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. 11 Table of Contents Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Stockholders Warrants based on the redemption date and the fair market value (as defined below) of our Class A common stock except as otherwise described in Description of Securities Warrants Public Stockholders Warrants ; if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Stockholders Warrants Anti-dilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send notice of redemption to the warrant holders; and if the closing price of our Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before we send notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A common stock shall mean the volume weighted average price of our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Stockholders Warrants for additional information. 12 Table of Contents Founder shares On December 22, 2020 our sponsor purchased an aggregate 7,187,500 founder shares for a total purchase price of $25,000, or approximately $0.003 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. On January 5, 2021, we effected a stock split resulting in our sponsor holding an aggregate of 8,625,000 founder shares. On February 3, 2021, we effected a stock split resulting in our sponsor holding an aggregate of 11,500,000 founder shares. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 46,000,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 1,500,000 of the founder shares will be forfeited by our sponsor depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial stockholders, on an as-converted basis, at 20.0% of our issued and outstanding common stock upon the consummation of this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the Class B common stock have the right to vote on the election of directors and holders of a majority of the outstanding shares of our Class B common stock may remove members of our board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; our initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering (or 27 months if an agreement in principle event has occurred) or with respect 13 Table of Contents to any other provisions relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering (or 27 months if an agreement in principle event has occurred) or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation (an Extension Period ) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 15,000,001, or 37.5% (assuming all outstanding shares are voted), or 2,500,001, or 6.25% (assuming only the minimum number of shares voted), of the 40,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming the over-allotment option is not exercised); and the founder shares are automatically convertible into shares of our Class A common stock concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) if we consummate a transaction after our initial business combination which results in our stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. 14 Table of Contents Founder shares conversion and anti-dilution rights The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Election of Directors; Voting Rights Prior to our initial business combination, only holders of our Class B common stock will have the right to vote on the election of directors. Holders of the Class A common stock will not be entitled to vote on the election of directors during such time. In addition, prior to our initial business combination, holders of a majority of the outstanding shares of our Class B common stock may remove a member of our board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of a majority of at least 90% of the outstanding shares of our common stock voting at a stockholder meeting. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by applicable law or stock exchange rule, holders of our Class A common stock and holders of our Class B common stock will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 6,666,667 private placement warrants (or up to 7,466,667 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per warrant, or $10,000,000 in the aggregate (or $11,200,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $400.0 million (or $460.0 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business 15 Table of Contents combination within 24 months from the closing of this offering (or 27 months if an agreement in principle event has occurred), the private placement warrants will expire worthless. The private placement warrants will be non-redeemable (except as described above under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00) and exercisable on a cashless basis so long as they are held by their initial purchasers or their permitted transferees. If the private placement warrants are held by holders other than their initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants. Proceeds to be held in trust account The NYSE rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $400.0 million, or $460.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $8,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $9,200,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2.0 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $14,000,000 (or up to $16,100,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering (or 27 months if an agreement in principle event has occurred), subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering (or 27 months if an agreement in principle event has occurred) or with respect to any other provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. 16 Table of Contents Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $400,000 per year, assuming an interest rate of 0.1% per year; however we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $800,000 in working capital after the payment of approximately $1,200,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $2,000,000 of such loans may be convertible into private placement warrants, at a price of $1.50 per warrant, at the option of the lender. Conditions to completing our initial business combination The NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. Additionally, pursuant to the NYSE rules, any initial business combination must be approved by a majority of our independent directors. 17 Table of Contents We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock or shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of fair market value test described above, provided that in the event that the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, officers, advisors or their respective affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their respective affiliates may purchase in such transactions, subject to compliance with applicable law and NYSE rules. However, they have no current commitments, plans or intentions to engage in such purchases or other transactions and have not formulated any terms or conditions for any such purchases or other transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent 18 Table of Contents such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases of Our Securities for a description of how our initial stockholders, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining the requisite stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares they hold and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Limitations on redemptions Our amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration 19 Table of Contents we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on the NYSE we will be required to comply with the NYSE s stockholder approval rules. The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NYSE. Such provisions of our amended and restated certificate of incorporation may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. 20 Table of Contents If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination, or as otherwise required by the DGCL. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need 15,000,001, or 37.5% (assuming all outstanding shares are voted), or 2,500,001, or 6.25% (assuming only the minimum number of shares voted), of the 40,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. 21 Table of Contents Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the date on which the vote on the proposal to approve the initial business combination is to be held. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares. Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, 22 Table of Contents a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who properly exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of this offering (or 27 months if an agreement in principle event has occurred) to complete our initial business combination or during any Extension Period. If we are unable to complete our initial business combination within such 24-month period or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public 23 Table of Contents stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the allotted time frame. Our initial stockholders have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering (or 27 months if an agreement in principle event has occurred) or during any Extension Period. However, if our initial stockholders, management team, directors or advisory board members acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering (or 27 months if an agreement in principle event has occurred) or during any Extension Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering (or 27 months if an agreement in principle event has occurred) or with respect to any other provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. 24 Table of Contents Limited payments to insiders Other than as described below, there will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account. Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; At the closing of our initial business combination, we may pay members of our advisory board a finder s fee, in the form of cash, common stock or warrants, or a combination thereof, subject to post-closing price target. At the closing of our initial business combination, a customary financial advisory fee to TCW, or another affiliate of our sponsor, in an amount that constitutes a market standard financial advisory fee for comparable transactions; Payment to our sponsor of $10,000 per month for secretarial and administrative services provided to members of our management team; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $2,000,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or advisory board members or our or their respective affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. 25 Table of Contents SUMMARY OF RISK FACTORS An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled Risk Factors, alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective; Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination; Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash; If we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote; Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak and the status of debt and equity markets; You will not be entitled to protections normally afforded to investors of many other blank check companies; We may not be able to complete our initial business combination within 24 months after the closing of this offering or during any Extension Period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate; You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss; The NYSE may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions; Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines; We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate; Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented; We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination; and We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. 26 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001838433_new-vista_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001838433_new-vista_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9bdda2f4000089b0e4b4074e47b53a21a0799e04
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001838433_new-vista_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors starting on page 42 and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; directors are to our current directors and any director nominees named in this prospectus; founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and our Class A ordinary shares that will be issued upon conversion thereof as provided therein; initial shareholders are to our sponsor and the other holders of our founder shares prior to this offering; letter agreement refer to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our directors, director nominees and officers; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants issued to our sponsor and other holders, as applicable, in a private placement simultaneously with the closing of this offering; public shareholders are to the holders of our public shares, including our sponsor, directors and officers to the extent our sponsor, directors or officers purchase public shares, provided their status as a public shareholder shall only exist with respect to such public shares; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); sponsor are to New Vista Acquisition Sponsor LLC, a Delaware limited liability company; warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); we, us, our or our company are to New Vista Acquisition Corp, a Cayman Islands exempted company; and $ and U.S. dollar each refer to the United States dollar. All references in this prospectus to shares of the Company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. All references to the conversion of our Class B ordinary shares shall take effect as a redemption of such Class B ordinary shares and issuance of the corresponding Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus shall take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and assumes the forfeiture by our sponsor (and other holders, as applicable) of an aggregate of 750,000 founder shares. 1 Table of Contents General SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors starting on page 42 and our financial statements and the related notes included elsewhere in this prospectus, before investing. Our Company We are a blank check company newly incorporated as a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We currently intend to concentrate our efforts identifying those businesses engaged with emerging and transformational technologies, focusing particularly on businesses operating within (1) space, defense and communications and (2) advanced air mobility and logistics industries, or the target industries. New and emerging technologies are driving vital changes across these industries, and we believe these developments will continue to accelerate over the next several years. We believe that our broad industry focus will provide for many potential targets that could become attractive public companies as well as allow us to explore potential targets with a diverse set of business models and financial characteristics, including those that range from high-growth, early-stage innovators to more mature businesses with established franchises, revenue streams and cash flows. We are seeking to invest in a business or businesses where we believe our management team can increase shareholder value and deliver attractive investor returns. We plan to seek a target with a strong, defensible market position and robust growth prospects that will benefit from our involvement. We also believe that the New Vista team (as defined below) can recruit additional talent to strengthen our capabilities and expertise further as we pursue an initial business combination. We also believe that we can help target businesses attract additional talent and drive financial, operational, strategic and managerial improvements in order to significantly increase value. We will primarily examine companies that exhibit the potential to significantly change the industries in which they operate and offer the potential for sustained levels of growth. While we will seek to pursue an initial business combination within our target industries, we are not required to do so and may pursue an initial business combination outside of these industries. Our sponsor, New Vista Acquisition Sponsor LLC, a Delaware limited liability company, is an affiliate of each of Dennis Muilenburg, our Chairman and Chief Executive Officer, Kirsten Bartok Touw, our Co-President and Chief Operating Officer and Travis Nelson, our Co-President and Chief Financial Officer. Our Management Team We believe that our business combination target could benefit from the operational, technical and business expertise, as well as the relationships and networks, of our diverse management team, directors and sponsor and its advisors (collectively, the New Vista team ), all of which we believe will help us access and capitalize on growth opportunities in our target industries. We expect the New Vista team will utilize the benefits of new technologies in our target industries, such as in artificial intelligence, or AI, machine learning, electric and hybrid propulsion, advanced materials and manufacturing technologies, control systems, advanced telecommunications, autonomous flight operations, networked satellite systems as well as other evolving technologies. The New Vista team is comprised of seasoned industry leaders and experienced capital investors, and it has a robust network in our target industries and significant experience in the sourcing, due diligence, acquisition and execution of strategic investments. The New Vista team has a global, demonstrated track-record of executing investments and managing follow-on growth in our target industries, with transaction sizes ranging from the hundreds of millions to multiple billions. 2 Table of Contents Dennis A. Muilenburg Mr. Muilenburg has been the Chairman of our board of directors and our Chief Executive Officer since December 2020. Mr. Muilenburg has more than 35 years of experience in the aerospace and defense sector, with extensive leadership, global business, and engineering responsibilities. Most recently, Mr. Muilenburg was President and Chief Executive Officer from 2015 to 2019 and Chairman of the board of directors from 2016 to 2019 at The Boeing Company (NYSE: BA) ( Boeing ). Starting at the company as an engineering intern in 1985, Mr. Muilenburg s multi-decade career has spanned a wide array of Boeing s global customer base as well as the company s extensive operations, supply chain, acquisitions, and stakeholder sets. As Chief Executive Officer, Mr. Muilenburg developed and implemented an enterprise-wide initiative to drive leadership, culture, safety, quality, growth and productivity delivering strong results for the company s customers and stakeholders. Under Mr. Muilenburg s leadership, Boeing s stock price increased significantly, its market capitalization doubled and annual revenue exceeded $100 billion for the first time in company history. On the operational front, Boeing launched a new integrated services business combining commercial and defense capabilities (Boeing Global Services), achieved record commercial airplane production and deliveries, won several defense and space franchise programs, won the Campbell award for workplace safety, built vertical capabilities in targeted areas, developed next generation digital engineering and manufacturing systems, and helped drive supply chain optimization. On the growth front, Boeing made significant research and development investments, launched Boeing HorizonX an innovation arm focused on external start-up investments in high growth areas (including 19 publicly announced investments during Mr. Muilenburg s tenure in areas such as advanced air mobility, autonomy, AI, hypersonic propulsion, cybersecurity, computing, satellite constellation, and advanced materials), and launched Boeing NeXt an innovation arm focused on organic and inorganic investments in high-growth areas. Resulting partnerships included Kitty Hawk (advanced air mobility), Adient (interiors), and SparkCognition / Skygrid (AI for autonomous systems), and acquisitions included Aurora Flight Sciences, Liquid Robotics, KLX, Millennium Space Systems, and Foreflight. Prior to his tenure as Chief Executive Officer at Boeing, Mr. Muilenburg served in a number of leadership, management, and engineering roles, including as Vice Chairman, President and Chief Operating Officer of Boeing, and President and Chief Executive Officer of Boeing Defense, Space & Security, among others. He has overseen and helped drive the development of a multitude of next-generation military and commercial technologies, including Future Combat Systems, the proposed Joint Strike Fighter and Air Traffic Management. He also held program management and engineering positions, including with the F-22, Airborne Laser, High Speed Civil Transport, and Condor reconnaissance aircraft programs, among others. Mr. Muilenburg also served as a member of the Caterpillar Inc. (NYSE: CAT) board of directors from 2011 to 2020, chairman of the Aerospace Industries Association board of governors, an executive committee member of the Business Roundtable, a member of the National Space Council s User Advisory Group, a member of the U.S.-China Business Council, a member of the Congressional Medal of Honor Foundation board of directors, a member of the FIRST (For Inspiration and Recognition of Science & Technology) board of directors, and as a trustee of Washington University, the National World War II Museum, and Northwestern University. Mr. Muilenburg received a bachelor s degree in aerospace engineering and an honorary doctor of science degree from Iowa State University, as well as a master s degree in aeronautics and astronautics from the University of Washington. He is a fellow of the American Institute of Aeronautics and Astronautics and the Royal Aeronautical Society, a member of the National Academy of Engineering, the inaugural Innovator in Residence at Iowa State University, and a distinguished fellow for aerospace, mobility, and manufacturing at the Saint Louis University Research Institute. Kirsten Bartok Touw Ms. Bartok Touw has been our Co-President and Chief Operating Officer and a member of our board of directors since December 2020. She is the founder and managing partner of AirFinance, which has sourced, structured, diligenced and serviced more than $1.2 billion in financing across a variety of structured products to aerospace companies, their suppliers, and their customers globally since 2008. 3 Table of Contents Ms. Bartok Touw has also been an active early-stage investor in new and emerging advanced air mobility, or AAM, technologies through AirFinance s Venture Capital arm. She has sourced, diligenced and executed early stage investments in AI, machine learning, computer vision, autonomy, Urchin Tracking Module, data analytics, drones, vertical take-off and landing aircraft, electrification and battery technology. Ms. Bartok Touw is also an active advisor to many AAM startups and a frequent speaker on the topic of the intersection of AAM and finance. She was named to Corporate Jet Investor s Power List in 2015 as one of the industry s top 10 innovators and is currently the only woman on the list. Prior to AirFinance, from 2009 to 2012, Ms. Bartok Touw was Vice President, Structured Finance & Corporate Development at Hawker Beechcraft Corporation, where she helped lead the company s expansion into Asia, joint ventures, mergers and acquisitions, and sales financing. Prior to Hawker, from 2005 to 2008, Ms. Bartok Touw co-founded XOJET, Inc., serving on its board and as Chief Financial Officer, where she raised and structured more than $1.5 billion of equity and debt financing. Before co-founding XOJET, Inc., Ms. Bartok Touw spent over 12 years in private equity and venture capital at Alpine Investors and JPMorgan Partners/Chase Capital Partners technology team. Ms. Bartok Touw began her career as an investment banker at Goldman Sachs. She received a bachelor s degree from the University of Pennsylvania and an Master s in Business Administration from Stanford University s Graduate School of Business, or GSB. She also serves on Stanford s GSB Management Board and on the National Business Aviation Association s Advisory Council. Travis S. Nelson Mr. Nelson has been our Co-President and Chief Financial Officer and a member of our board of directors since December 2020. He has also served as the Managing Member of Eclipse Investors, an independent investment management firm, since 2018. Under his leadership, Eclipse Investors has completed a number of investments including investments in Horizon Global (NYSE: HZN) and Specialty Welding & Turnarounds. Prior to Eclipse, Mr. Nelson served as a Managing Director at TowerBrook Capital Partners L.P., or TowerBrook, from 2005 until 2018 and currently serves as a member of TowerBrook s Management Advisory Board. While at TowerBrook, Mr. Nelson served on the investment committee of TowerBrook s first Structured Opportunities Fund, or TSO I, with aggregate capital commitments of approximately $850 million, as of November 2015, and he actively worked on sourcing, evaluating, negotiating, structuring and monitoring investments for TSO I and TowerBrook s control-oriented investment funds. While he was at the firm, TowerBrook s assets under management reached in excess of $7 billion as of December 31, 2017, and Mr. Nelson played material roles in respect of numerous investments and has served on the board of directors of multiple portfolio companies, including those of Broadlane, BevMo, Rave Cinemas, True Religion, FloWorks, Vistage and J.Jill. Mr. Nelson remains a director of J.Jill Inc. (NYSE: JILL), where he served on the board since 2015 and remained on the board through J.Jill s initial public offering in 2017. During his tenure at TowerBrook, Mr. Nelson led or participated in recruiting a new Chief Executive Officer, Chief Financial Officer or one or more other key executives into every portfolio company for which he served as a director. Prior to joining TowerBrook, Mr. Nelson co-founded Pacific Partners, a venture capital firm specializing in software as a service businesses, and served as a Managing Director there from 2000 to 2005. At Pacific Partners, Mr. Nelson led the sourcing, diligence, negotiating, and structuring of venture capital investments in six companies (Jamcracker, BigMachines, Apexon, QuantumShift, Velosel and GetActive), investing in rounds alongside of other venture firms such as Accel Partners, Mayfield Fund, Foundation Capital, and Menlo Ventures. Prior to Pacific Partners, Mr. Nelson served as an investment professional at Oak Hill Capital Management and Freeman Spogli & Co., working on private investments in a wide range of companies, and served as a consultant to the Chief Executive Officer of NetJets. Mr. Nelson began his career as an investment banker at Goldman Sachs. Mr. Nelson received a bachelor s degree from DePauw University and a Master s in Business Administration from the Stanford Graduate School of Business. Our Directors Dennis A. Muilenburg, Kirsten Bartok Touw and Travis S. Nelson are our current directors. The following individuals are our director nominees and are expected to become our directors upon completion of this offering. 4 Table of Contents Marion Blakey From 2015 to 2018, Ms. Blakey was the President and Chief Executive Officer of Rolls-Royce North America, where she helped lead a major investment in the Indianapolis site, oversaw the opening of a new California research and technology facility and helped create an environment conducive to growing Rolls-Royce s business base. Prior to joining Rolls-Royce, from 2007 to 2015, Ms. Blakey was President and Chief Executive Officer of the Aerospace Industries Association for eight years, providing a leading voice for the aerospace and defense industry and representing more than 270 member companies. From 2002 to 2007, Ms. Blakey served as Administrator of the Federal Aviation Administration (FAA) where she operated the world s largest air traffic control system and managed approximately 44,000 employees and a $14 billion budget. Prior to this, she held several senior-level positions including Chairman of the National Transportation Safety Board and Administrator of the U.S. Department of Transportation s National Highway Traffic Safety Administration, and led her own private consulting firm specializing in transportation and infrastructure issues. Ms. Blakey previously served on the President s Export Council Subcommittee on Export Administration, the Washington Area Airports Task Force Advisory Board and the International Aviation Women s Association Advisory Board. Ms. Blakey is a member of the board of directors of the Alaska Air Group (NYSE: ALK), the Smithsonian National Air and Space Museum Advisory Board and Noblis Board of Trustees. She also serves as an advisor to multiple aerospace start-up companies. Ms. Blakey received a bachelor s degree from Mary Washington College at the University of Virginia. Howard L. Lance Mr. Lance was the former President and Chief Executive Officer of Maxar Technologies (previously MDA) from 2016 to 2019. Maxar is a provider of advanced space technology solutions for government and commercial customers including satellites, robotics, defense systems, geospatial imagery, analytics and services. He led the company s acquisition of DigitalGlobe, Inc in 2017. Mr. Lance was Executive Advisor at Blackstone Group s private equity business from 2012 to 2016 covering industries such as aerospace, industrial, healthcare and technology. From 2003 to 2011, Mr. Lance was Chairman and Chief Executive Officer of Harris Corporation (now L3Harris Technologies), a global provider of communications and information technology products, software, systems and services to government, defense and commercial markets. Prior to Harris Corporation, Mr. Lance served as President of NCR Corporation, and Co-Chief Operating Officer of its Retail and Financial Group from 2001 to 2002. Previously, he spent 17 years with Emerson Electric Company including as Executive Vice President of its Electronics and Telecommunications group and Chief Executive Officer of its Astec PLC subsidiary based in Hong Kong. Mr. Lance earned a bachelor s degree in Industrial Engineering with honors from Bradley University and an MBA at the Krannert School of Management at Purdue University. Dr. Christopher B. Lofgren Dr. Lofgren currently serves as Chairman of the Board for the U.S. Chamber of Commerce and the board of directors of International Monetary Express, Inc., an emerging growth public FinTech company. Dr. Lofgren is the former President and Chief Executive Officer of Schneider National, Inc., or Schneider, a provider of transportation and logistics services, from 2002 to 2019. Dr. Lofgren was the first non-family CEO of the company, founded in 1935, and led the initial public offering in 2017. Before becoming CEO, Dr. Lofgren served as Chief Operating officer for the corporation, President of their logistics sector, and Chief Information Officer. His career at Schneider was marked by advancing the development and integration of technology, as well as application of data analytics and optimization technologies, to enhance business performance. Prior to Schneider, Dr. Lofgren held positions at Symantec Corporation, where he led software engineering at one of their divisions; Motorola, Inc., at their corporate manufacturing research center; and CAPS Logistics, running business development and client services for boutique optimization software applications in the logistics industry. Previously, Dr. Lofgren served on the board of directors of CA Technologies and as a director of the American Trucking Association. He holds a bachelor s and master s degree in industrial and management engineering from Montana State University, and a doctorate in industrial and systems engineering from The Georgia Institute of Technology. In 2009, Dr. Lofgren was inducted into the National Academy of Engineering. 5 Table of Contents Gen. Stephen W. Wilson, Ret. Gen. Wilson is a retired 4-star U.S. Air Force General with over 39 years of military service. General Wilson has extensive operational experience including commanding the largest Wing in the Middle East and commanding and reinvigorating America s nuclear Bombers and Missile forces in Global Strike Command before assuming his duties as the 39th Vice Chief of Staff of the Air Force. As the Vice Chief, he was responsible for organizing, training and equipping over 685,000 active duty, National Guard and reserve airmen, directing strategy, policy, acquisition, technology, personnel and risk management. He served on the Joint Requirements Oversight Council, setting the acquisition requirements for the U.S. Department of Defense, or DoD, and oversaw the planning, programming, budgeting and execution of the Air Force s $205 billion annual budget for fiscal year 2020. General Wilson was considered a driving force for embracing both new technologies and innovation to include the startup of AFWERX, a U.S Air Force program which expands technology, talent and transition partnerships for rapid and affordable commercial and military capabilities. In 2020, AFWERX was named in Fast Company s 100 Best Workplaces for Innovators in America list. His many awards and decorations include three Defense Service Medals, the Defense Superior Service Medal, two Legions of Merit, two Bronze Stars and two Air Medals. General Wilson is a command pilot with over 4,500 flight hours that includes nearly 700 combat hours. He is a graduate of Texas A&M University and the U.S. Air Force Weapons School. He holds two Master s degrees one in Engineering Management from South Dakota School of Mines and Technology and one in Strategic Studies from Air University. Advisors In addition to our management team (including our board of directors) described above, the following individuals will serve as advisors to our sponsor in connection with the identification and evaluation of and negotiation and consummation with potential business combination targets that our sponsor may recommend to us. Chris Cassidy Mr. Cassidy is a U.S. Navy SEAL and former NASA Chief Astronaut. Mr. Cassidy was selected as an astronaut in 2004 and is a veteran of three space flights and ten space walks. Prior to his selection to NASA, Mr. Cassidy led SEALs in four six-month deployments. He served as Executive Officer and Operations Officer of Special Boat Team Twenty, and SEAL platoon commander at SEAL Team THREE and SEAL Delivery Vehicle Team TWO. Cassidy has been awarded a Bronze Star with combat V, a second Bronze Star for combat leadership service in Afghanistan and a Presidential Unit Citation. Mr. Cassidy is a graduate of the U.S. Navy Academy at Annapolis and holds a master s degree from the Massachusetts Institute of Technology Sloan School of Business along with an Honorary Ph.D. from Husson University. Mung Chiang Mung Chiang is the John A. Edwardson Dean of the College of Engineering and the Roscoe H. George Distinguished Professor of Electrical and Computer Engineering at Purdue University. He was previously the Arthur LeGrand Doty Professor of Electrical Engineering and the inaugural Chairman of Princeton Entrepreneurship Council at Princeton University. In 2020, he took a leave of absence from Purdue University to serve as the Science and Technology Adviser to the U.S. Secretary of State. He led the effort in U.S. technology diplomacy, including 5G, semiconductors, AI, and digital freedom, and in science and technology cooperation with like-minded countries in big data, quantum computing, and aerospace manufacturing supply chain. Since 2017, he has led Purdue Engineering to become one of the largest engineering colleges in the U.S., with over 14,000 students and around 500 professors. He led the first $1 billion fund-raising campaign by a public engineering college and created the largest academic facility at the university, while new records were set in online learning, research awards, patents granted and startups created. In particular, he launched the Purdue Cislunar Initiative and the Zucrow Aerospace District, including leading the development of the nation s first Mach 8 quiet wind tunnel, one of the largest propulsion labs in the U.S., a drone testing facility converted from an airport hanger, a NASA-funded lunar habitat test-bed, and a SAAB manufacturing site for Air Force fighter jets. 6 Table of Contents Mr. Chiang s research in wireless communications and networked control systems received the 2013 Alan T. Waterman Award, one of the most prestigious honors to a scientist under the age of 40 in the United States. A Guggenheim Fellow, he is a member of the U.S. National Academy. Paul Eremenko Mr. Eremenko brings extensive operating and leadership experience in the aerospace, defense and technology sectors. He is currently the Chairman and Chief Executive Officer of Universal Hydrogen Co. Prior to co-founding Universal Hydrogen, he was the Senior Vice President and Chief Technology Officer of United Technologies from 2018 to 2019. Prior to United Technologies, Mr. Eremenko was the Chief Technology Officer of Airbus from 2015 to 2018. Mr. Eremenko joined Airbus as the founding Chief Executive Officer of Acubed, the Silicon Valley innovation center and the investment committee of Airbus Ventures. Mr. Eremenko spent several years as Director of Engineering at Google in its Advanced Technology and Projects organization. Prior to Google, Mr. Eremenko held a variety of senior positions at the Defense Advanced Research Projects Agency, or DARPA. He joined DARPA as a Program Manager and later became Deputy Director and Acting Director of the Tactical Technology Office, the agency s large systems and platforms office. For his work at DARPA, Mr. Eremenko was awarded the Distinguished Public Service Medal by the Office of the Secretary of Defense. Mr. Eremenko earned his undergraduate and master s degrees in aeronautics from the Massachusetts Institute of Technology and the California Institute of Technology, respectively. He also holds a J.D. from Georgetown University, as well as his private pilot certificate. Dr. Wolfgang Hanrieder Dr. Hanrieder is an independent private investor, board member and advisor across a wide range of industry sectors and technologies. He has recently been engaged in numerous supervisory and advisory board mandates, with a view to applying his many years of international experience in technology, finance, and investment management. During this time, Dr. Hanrieder has worked closely with private equity funds and their portfolio companies, family holdings, global corporations, and state entities. Prior to that, since the late 1990s, Dr. Hanrieder has been responsible, on partner and fund-head levels, for conducting investments and leading investment teams in the technology sector across the United States and Western Europe for international venture capital and private equity firms Star Ventures Management and The Carlyle Group, respectively. He began his career in the Corporate Research Labs of Siemens AG in the mid-1980s, before leading companywide strategic projects and business innovation initiatives for Siemens and Siemens-Nixdorf. Dr. Hanrieder received his advanced academic degrees in General Physics from the Technische Universit t M nchen, and his Master of Business Administration degree from the Massachusetts Institute of Technology Sloan School of Management as a Sloan Fellow. He is a longstanding member of the German Physical Society, and by invitation was admitted to the Max-Planck Society. Apart from his direct investments in technology companies, he is a member of WHEB LLP, a London-based sustainability-focused asset manager; DIVE Digital GmbH, an early-stage investor in Israeli start-ups; and ArMiD, a German association for Supervisory Board members. Dr. Hanrieder is also a member of the Board of Trustees of the Max-Planck Institute for Physics, and serves in the governing body of his Foundation for Excellence. Gur Kimchi Mr. Kimchi is a technology veteran and an industry pioneer. After joining Amazon.com, Inc. (Nasdaq: AMZN) in 2012, he co-founded the Amazon Prime Air delivery-by-drone project and led the organization for the next seven years to its FAA certification as a Part 135 commercial airline. Prior to Amazon, Mr. Kimchi spent ten years at Microsoft (Nasdaq: MSFT) where he was integral in the development of key technologies including Virtual Earth & Bing Maps, Contextual & Geosocial search, Cloud Infrastructure, Augmented and Virtual Reality, and Enterprise Communications. A veteran of five early stage companies, Mr. Kimchi served on the board of Waze (acquired by Google) and was one of the early developers of VoIP technology and IP-based telecommunications interoperability standards. Mr. Kimchi is a founding member of the Federal Aviation Administration Drone Advisory Committee, and worked in collaboration with the FAA, SESAR, NASA, and ICAO on the development of the Federated Airspace Management Architecture, enabling the safe integration of UAS and UAM into the airspace around the world. 7 Table of Contents Andrew J. McKenna Andrew McKenna is the founder, President and CEO of McKenna & Associates. Mr. McKenna oversees the operations and strategic management of the firm which focuses on investing the firm s capital into a variety of specialized sectors including healthcare, energy and minerals, telecom, film, real estate and technology. Mr. McKenna and the firm also provide strategic counsel, advisory, consulting and research services to companies, individuals, and non-profits through its employees and a dedicated network of advisors and partners. Previously, Mr. McKenna was the managing member and a founding partner of GoodSijn Management, L.L.C. and GoodSijn I, a private investment fund. Mr. McKenna helped lead GoodSijn Management, L.L.C., GoodSijn I and their affiliates through the inception, launch, and management processes of the fund. Mr. McKenna provided operations services, managed investor relations and was instrumental in the strategic execution of the fund. Mr. McKenna was active in the federal issues debate organizing and building effective media and non-for-profit groups. Prior to that, Mr. McKenna worked in the George W. Bush administration s White House Liaison s office at the United States Department of Agriculture. Mr. McKenna was also a part of the Bush Campaign in various roles during the successful 2000 campaign for the White House. An avid pilot, Mr. McKenna maintains his instrument, commercial and multi-engine ratings along with his Level I surface waiver for formation and solo aerobatics. Mr. McKenna graduated with a degree in Political Science from University of Lynchburg (formerly Lynchburg College) where he served as the University s Honor Board Chairman. Lieut. Gen. Herbert Raymond McMaster, Ret. Lieut. Gen. McMaster is a retired United States Army Lieutenant General who served as the 26th United States National Security Advisor to the President of the United States, from 2017 to 2018. Lieut. Gen. McMaster is currently the Fouad and Michelle Ajami Senior Fellow at the Hoover Institution at Stanford University, the Bernard and Susan Liautaud Fellow at the Freeman Spogli Institute, and a lecturer at Stanford s Graduate School of Business. A graduate of the United States Military Academy in 1984, he served as a commissioned officer in the United States Army for thirty-four years before retiring in June 2018. From 2014 to 2017, Lieut. Gen. McMaster led the army s technological advancement initiatives as the director of the Army Capabilities Integration Center and the deputy commanding general of the US Army Training and Doctrine Command. As commanding general of the Maneuver Center of Excellence at Fort Benning, he oversaw the training and education for the army s infantry, armor, and cavalry forces. Additionally, he has extensive experience leading soldiers and organizations in wartime, with experience commanding troops in Iraq, Afghanistan, and the Gulf War. Lieut. Gen. McMaster also served overseas as advisor to some of the most senior commanders in the Middle East, Iraq, and Afghanistan. Lieut. Gen. McMaster is Japan Chair at the Hudson Institute and Chairman of the Center for Political and Military Power at the Foundation for Defense of Democracy. He serves on the boards of the Atlantic Council, the Foreign Policy Research Institute, and the International Republican Institute as well as the boards of directors for Zoom Video Communications and Steward Health Care. He received a Ph.D. in military history from the University of North Carolina at Chapel Hill. Gen. Maryanne Miller, Ret. Gen. Miller is a retired 4-star U.S. Air Force General with over 39 years of military service. In her career, she has led two Major Commands and is the only Reserve Officer in the history of the United States to achieve the rank of General to-date. Gen. Miller has extensive experience in rapid, global mobility, and sustainment as the Commander of Air Mobility Command and the Commander of the Air Force Reserve. As the Air Component for U.S. Transportation Command, General Miller was responsible for directing global air mobility operations in support of national security objectives. Her commands played a pivotal role in providing global airlift, air refueling, aeromedical evacuation, humanitarian relief and Presidential airlift support as directed. General Miller has been awarded three Distinguished Service Medals and the Defense Superior Service Medal, among other awards and honors. She is a graduate of Ohio State University and has an M.B.A. from Trident University. She is a command pilot with more than 4,800 flying hours in numerous aircraft. 8 Table of Contents General Miller serves on the Board of Trustees for Manhattan College in Bronx, New York and is an Honorary Board Member of The Leaven, a non-profit after school program for the poor in California. She is also a co-worker for St. Teresa of Calcutta s Missionaries of Charity serving some of the poorest communities around the world. Andrew Patton Andrew Patton s career has spanned engineering, entrepreneurial, and executive roles across the aerospace and technology ecosystems. As an engineer, he worked in Boeing s Tactical Aircraft Flight Test group, where he was assigned to the U.S. Navy in support of F/A-18E/F Super Hornet and other flight test programs. After earning an MBA, he worked in Silicon Valley for six years at GrowthPoint Partners, a technology-focused investment bank, where he advised on M&A and capital raise transactions across the technology landscape. After his investment banking career, Mr. Patton was recruited to Google and GoogleX, where he held executive roles in several confidential aerospace programs. Subsequently, Mr. Patton s team produced the foundational business strategy for Project Wing and launched a consumer drone delivery operations in Australia, Finland and the United States. Mr. Patton is also an active angel investor, with a special focus on the aerospace industry. One of his renowned investments is Titan Aerospace, which was acquired by Google in 2014. He is also an active pilot, holding a commercial license with instrument, multiengine, glider, and several jet type ratings. Mr. Patton holds a BSE in Mechanical and Aerospace Engineering from Princeton University and an MBA from the Stanford Graduate School of Business. Diana Sands Diana Sands brings extensive business, finance and governance experience, with over 20 years in the aerospace, defense and automotive industries. She retired from Boeing in 2020 where she was Senior Vice President of the Office of Internal Governance and Administration, and a member of the executive council. Reporting to the Chief Executive Officer, she led a diverse team including compliance risk management, enterprise services, ethics and investigations, internal audit, security and global trade controls. Previously, Ms. Sands held senior finance roles at Boeing, including corporate controller, where she signed and oversaw development of the company s financial statements, and head of investor relations, where she was the primary management liaison with investors and industry analysts. She also led financial planning and analysis and worked in corporate treasury. Prior experiences include leading financial planning and reporting for General Motors Corporation and working in several companies in product line and corporate finance roles. Ms. Sands has engaged with a variety of stakeholders in aerospace, defense and other technology-enabled industries to help set and advance corporate strategy, including activities around acquisition diligence and subsidiary integration. She serves on the boards of Start Early and National Philanthropic Trust. She is also on the Strategic Advisory Council for Ethisphere Institute. Ms. Sands has a Master s in Business Administration from Northwestern s Kellogg School of Management, and a Bachelor s in Business Administration from University of Michigan s Ross Business School. Wyatt Smith Wyatt Smith is Head of Business Development at Uber Elevate, focused on fostering Uber s commercial partnerships and playing a catalyzing role for the advanced air mobility sector. In late 2020, he led a spinout of the Elevate business to Joby Aviation, a vehicle developer with over $820 million of venture financing as of December 2020, to accelerate its path to market. Prior to joining Uber, Wyatt served as a management consultant with McKinsey and Company in its public sector, high tech, and capital intensive industry practices. Wyatt holds an MBA with Distinction from Harvard Business School and a BS with honors from Vanderbilt University. 9 Table of Contents Guillermo S hnlein Guillermo S hnlein has spent over 20 years at the intersection of technology innovation, NewSpace entrepreneurial ventures, and early-stage space investment. He has co-founded seven for-profit ventures and three nonprofit organizations while also serving at the forefront of the global private space economy. From launching the International Association of Space Entrepreneurs in 2003 and Space Angels Network in 2006 to his current work as an advisor and board director to emerging space venture firms in software, communications, satellite servicing, and supersonic travel, he has built a professional network of aerospace entrepreneurs, technologists, and investors around the world. Mr. S hnlein started his professional career as an officer in the United States Marine Corps. In addition to his aerospace experience, in 2009 he also co-founded OceanGate, which designs, builds, and operates deep sea-crewed submersibles. He organized and led six ocean exploration expeditions, and in 2012 he was admitted as a member of The Explorers Club of New York. He earned his A.B. in Economics from the University of California at Berkeley and his J.D. from the University of California at Hastings College of the Law. A member of the Swiss Institute of Directors, he currently spends his time between Zurich, Switzerland, and Atlanta, United States. Anne Toulouse Anne C. Toulouse is the founder and managing director of Pleiades Partner, LLC, a consultancy firm focused on marketing, brand and communications levers for business growth. This venture follows a 30-year career with Boeing where Ms. Toulouse retired after serving as the senior vice president of Communications and a corporate officer. In this role, Ms. Toulouse led the company s global external and internal communications, mobilizing over 425 employees across numerous countries and markets. She reported directly to the President and Chief Executive Officer at Boeing. Previously, Ms. Toulouse headed Boeing s global brand-building strategy repositioning the company for growth in its second century with a platform that included a multi-channel and multi-year centennial observation. Earlier in her career, Ms. Toulouse launched the company s inaugural brand strategy and shaped advertising, sponsorships, merchandising and research to enhance market capitalization, recruitment and retention, and credibility to move into new markets. Dr. John J. Tracy Dr. Tracy was previously the Chief Technology Officer and Senior Vice President of Engineering, Operations & Technology of Boeing, where he served on the company s Executive Council, oversaw the development and implementation of its enterprise technology investment strategy and provided strategic direction to several functions and business organizations. Before that, Dr. Tracy was the Vice President of Engineering & Mission Assurance for Boeing Integrated Defense Systems. He joined McDonnell Douglas (now Boeing) as a Stress Analyst in 1981, after serving as a high school science teacher in Los Angeles in the late 1970s. Dr. Tracy is a member of the National Academy of Engineering, a Fellow and Honorary Fellow of the American Institute of Aeronautics and Astronautics, a Fellow of the Royal Aeronautical Society, a Fellow Chair of the American Society of Mechanical Engineers, or the ASME, and former Chair of the ASME s Aerospace Division. He has served as an editorial board member for the AIAA Journal, the Journal of Thin-Walled Structures, and the Journal of Computer Modeling and Simulation in Engineering. Dr. Tracy received a Ph.D. in engineering from the University of California, Irvine, a master s degree from California State University, Los Angeles and a bachelor s degree from California State University, Dominguez Hills. He has authored more than 40 publications in the areas of composite structural mechanics, launch vehicle structures, smart structures and aging aircraft. He is a member of the Board of Directors for 3D Systems and the Boyle Heights STEM Academy, and is a Senior Advisor of Swift Health Systems and Assembly OSM. Charles Geoly Mr. Geoly is the founder of ACME Executive Search, a boutique search and advisory firm focused on senior level assignments serving scaled private and public companies at the board and CEO level. He also serves as an Operating Executive within private equity, working with portfolio companies on how best to manage their human 10 Table of Contents capital strategies and deal teams to extend executive reach across various subsegments and investment classes (growth, buyout, and structured investments). Mr. Geoly is an advisor to numerous public boards on CEO succession and board construction. Previously, Mr. Geoly was a senior member of Russell Reynolds Associates, a leadership advisory firms. During his 25-year career at Russell Reynolds Associates, Mr. Geoly led several practices, managed the global technology sector, led the Palo Alto office and served on the Executive Committee of the Firm. As part of his consulting activities, Mr. Geoly also championed the significant expansion of diversity within the boardroom. Prior to Russell Reynolds Associates, Mr. Geoly spent nearly 10 years with DuPont in a variety of roles including R&D, Sales & Marketing and business leadership. Mr. Geoly graduated with a B.S. in Chemistry from the University of Delaware and an M.B.A. with a finance concentration from Rice University. Our Competitive Strengths We believe that the combined capabilities of the New Vista team will enable us to source and execute an attractive initial business combination for our shareholders. Our team has broad and significant relationships with domestic and international corporations, industry leaders, and defense and security agencies, among other potentially beneficial parties and entities. We believe the New Vista team will enable a potential target to expand access to partners, customers and key decision makers worldwide. Our competitive strengths include: Seasoned industry operators, with technology, process, governance, and supply chain depth that will bring beneficial guidance and insight to bear through mentorship, governance, and operational involvement with prospective target companies Sophisticated investment team with comprehensive and successful track-record of identifying and pursuing strong M&A targets, as well as negotiating, structuring and executing large-scale and global transactions that will help us to design and consummate a transaction that delivers on our investment thesis Board members and management team with significant expertise and differentiated networks that we believe will be attractive to target businesses and help provide a pipeline of proprietary transaction opportunities Robust public company track record with extensive insight into and thorough understanding of industry trends, competitive dynamics, new technology developments, commercial and defense industrial and supply chain capabilities, as well as military procurement and sourcing networks, derived from the New Vista team s collective decades of experience working within our target industries Ability to assess, develop and attract top industry leaders and talent, both before and after the initial business combination, with an emphasis on mentoring and values-based leadership, excellence and integrity. Our Business Strategy and Market Opportunity While we may pursue an initial business combination in any industry, we intend to identify and acquire an emerging technology business operating in two broadly defined market areas: (i) space, defense and communications and (ii) advanced air mobility and logistics. We believe the New Vista team has distinguished experience with and insights into how emerging technologies will impact growth and capital appreciation in our target industries, and is thus advantageously positioned to execute on a transaction within them. Emerging Technologies In recent years, technology has taken on an increasingly important role in our society and has rendered long-standing customs and practices obsolete at an unprecedented pace. As a result, new markets have been created and legacy businesses have been required to adapt, paving the way for the new opportunities on which the New Vista team seeks to capitalize. Moreover, as a result of the COVID-19 global pandemic and the corresponding response 11 Table of Contents of private and public sector organizations as well as a shift in societal and economic behaviors, these changes have further accelerated. We believe the economic recovery cycle and post-pandemic renewal should provide ample opportunity for our company. Emerging technologies we have identified include, but are not limited to, electric, hybrid and distributed propulsion, alternative fuel, power and power storage systems, advanced materials and manufacturing technologies, digital networks and advanced computing, sensor and situational awareness systems, robotics and automation, software-driven data processing, machine learning and AI. These technologies have already begun to change the industry sectors we target, and yet many of these technologies remain in early stages of development. We believe this presents a significant opportunity to invest in and develop technologies such as these, whose applications are not yet fully known and likely to expand amid future technological advancements and ever-evolving needs. Transformational technologies are being incorporated into many of the products and services within our target industries. As a result, we have witnessed a number of trends such as electrification, automation and digitization redefining these markets and their competitive dynamics. These technologies are enabling both new and existing systems to become more reliable, secure and cost-effective. Furthermore, the COVID-19 pandemic has accelerated the need for new solutions in response to changes in the ways in which we work, educate and communicate. For example, the pandemic has accelerated the need for companies to cut costs, adapt to a more distributed workforce (as well as implement the necessary infrastructure to support it) and provide safer and more convenient methods to distribute goods and services to an increasingly dispersed marketplace. We expect that changing workforce demographics will also accelerate a shift in travel dynamics, increasing the need for more efficient modes of short-range transportation, such as those potentially achievable through advanced air mobility as well as enhanced electric, hybrid and autonomous flight technologies. With increased adoption of technological solutions across both the public and private sectors, we believe changing needs and demographics will be a focal point for major changes in our target industries by giving new entrants a distinct competitive advantage and providing legacy enterprises with new tools to adapt and modernize. Furthermore, we believe that companies engaged in the development and application of new and emerging technologies will benefit from continued growth in both overall market size and penetration. In evaluating potential targets for our initial business combination, we believe that key business characteristics include: Significant investment in and development of new technologies, creating competitive differentiation and high barriers to entry. Targeting high-growth segments within large, attractive end-markets. Outsized, sustained growth opportunity. Strong management team with a clear vision of the future and ability to execute on this vision. Well-positioned to benefit from access to public equity markets with highly attractive uses of additional capital investment. Space, Defense and Communications In the space, defense and communications sectors, lower cost and reliable access to space has improved and enabled new methods of data collection, communication and information sharing. Consistent with the space economy s growth over the last 10 years, the U.S. Chamber of Commerce as of 2020 estimates that the industry will grow at a CAGR of approximately 6% over the next two decades, bringing global revenues from approximately $420 billion in 2019 to $1.5 trillion by 2040. Similar growth prospects exist in the defense sector, as the defense industrial base is a critical infrastructure industry which has received increased attention and funding in recent years. As of 2020, market reports estimate that global defense spending will grow by nearly 3% per annum and exceed $2 trillion in 2021. 12 Table of Contents Near-peer threats and the emergence of high-tech warfare and the digital battlefield have led governments to make substantial investments to develop and expand mission-critical capabilities. Prevailing sentiment from the DoD is that space is the next warfighting domain, creating an accelerated funding backdrop for defense spending on space infrastructure and missile defense capabilities. Hardened and low-latency military networks are made possible by emerging technologies in laser-based communications via next-generation micro and cube satellites. We believe new opportunities are emerging that blur the lines between the government and commercial sectors. Many high-profile players have begun to make investments in large-scale space and defense infrastructure projects. Governments across the globe have renewed their interest in space development and exploration, and their push is often coupled with an emphasis on supporting and utilizing commercial technology. In the United States, the Space Development Agency is planning to utilize commercial technology for thousands of Low Earth Orbit satellites in support of the National Defense Space Architecture. Additionally, commercial providers of internet, imagery and other services have applied to launch a total of over 50,000 small satellites in the next decade as they seek to secure market share in the New Space economy. Further, the United States continues to maintain the largest defense budget globally with $740 billion budgeted in 2021, having grown an average of 4% annually since 2015. Innovation in the defense sector is becoming increasingly important. While spending has remained robust, near-peer adversaries have outpaced the United States technological development in areas critical to national security including hypersonics and directed energy. In parallel, the legacy cycles of innovation across the U.S. defense industrial base have become heavily impacted by bureaucracy which seems to favor past practices over those that are novel and contribute to the technological deficit. We believe many companies in this sector are facing significant hurdles as they remain in the critical stages between a product s development and wide-spread adoption through a program of record. The DoD is using new funding strategies such as Other Transaction Authorities to allow new, innovative companies to overcome this hurdle and bring critical technologies to bear through accelerated prototyping. The increase in the accessibility of space and communications through lower launch costs and miniaturization has given rise to an expanding group of start-up technology companies that aim to serve diverse end-markets spanning national security, agriculture, energy, geospatial, shipping, tourism and IoT connectivity, among others. These companies are kindling the development and commercialization of ancillary industries, technologies and sciences that until recently did not exist. Further, we believe accelerated advancements in manufacturing technology, including additive manufacturing processes, are significantly changing the design and build processes of satellites and launch vehicles. We believe we are still in the early stages of this transformation with only a fraction of needs understood or even addressed, creating opportunities for investors. Further, we believe the government s emphasis on nurturing and supporting commercial providers of space, defense and communication products and services presents attractive opportunities for investors on which the New Vista team is well-positioned to capitalize and address. Advanced Air Mobility and Logistics We believe the advanced air mobility and logistics industries are poised to experience significant changes over the next decade amidst accelerating developments of core technologies as well as the introduction of new ones. With the distinct challenges in the transportation sector and significant stresses put on global supply chains as a result of the COVID-19 pandemic, we believe the potential for emerging technologies to change these sectors is now clearer. Recent growth in E-Commerce has accelerated demand for logistics providers. The U.S. Department of Transportation projects that freight movement will grow from 18 billion tons in 2015 to 25 billion tons in 2045, showcasing the need for drastic improvements in the efficiency of the current infrastructure. In addition, between global population growth and continued rural to urban migrations, the United Nations expects 70% of the global population to be in urban areas by 2050, which means an additional 2.5 billion people added to our already densely populated urban areas. Additionally, new modes of regional and urban travel are beginning to emerge, with expectations for a more than $1.5 trillion urban air mobility market over the next two decades, driven by efforts to reduce congestion, gain time efficiency and advance sustainability. We believe that some of the emerging technologies that will drive these changes will depend on a combination of both software and hardware, and that some of the most compelling opportunities for investors will exist at the intersection of multiple technologies as they help to ameliorate key industry issues, including high costs, low utilization, environmental concerns and pricing opacity. 13 Table of Contents We expect primary drivers of change to include advancements in power systems (including improved battery technology and more efficient hydrogen fuel cells that drive electrification) and composite technologies that help to increase component durability, reduce operating costs and support electrification efforts. Due to the capital-intensive nature of these types of businesses and the complex regulatory environment surrounding our target industries, the ability to access capital will be essential to their growth. Once technological proof-of-concept has been established, we believe these types of companies will be well-suited to the public markets as they transition focus toward commercialization, manufacturing, sales and scale. We expect advances in machine learning and AI to transcend numerous aspects of our target industries and many more beyond them. These technologies have the potential to reduce operating costs, increase efficiency, improve workplace safety and change the roles that humans play in their workplaces. We see particularly relevant applications for these technologies as they apply to increasing autonomy ranging from freight and passenger transit (i.e., self-driving vehicles, drone deliveries and advanced air mobility) to route scheduling and optimization to warehousing and inventory management. For example, as of 2020, in the United States, approximately 25% of truck miles are driven empty, and loaded truck utilization is hovering around 55%, indicating substantial opportunities for optimization. Some of these might include leveraging data and predictive analytics to collect and employ data from fleet operations, vehicle diagnostics and the state of essential infrastructure to automate scheduling and optimize route, volume and maintenance planning, increasing fleet utilization while decreasing deadhead capacity and unexpected equipment malfunctions. Additionally, we expect the advent of digital freight platforms that directly connect shippers with carriers in a dispersed marketplace to create value for both parties to significantly change existing marketplace dynamics across multiple modes of transit. Our Acquisition Criteria We intend to search for business combination opportunities where our management team would be distinctly positioned to add value. We will use the following criteria as guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet some or all of these criteria, which are not meant to be exhaustive. However, we intend to seek to acquire companies that we believe: Have significant investments in and development of new technologies, creating competitive differentiation and high barriers to entry Target high-growth segments within large, attractive end-markets Have outsized, sustained growth opportunities Have strong management team with a clear vision of the future and ability to execute on that vision Are well-positioned to benefit from access to public equity markets with highly attractive uses of additional capital investment Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our management team and advisors may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose as such in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission. Additional Disclosures Our Acquisition Process Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such 14 Table of Contents business combination opportunity to such entity, or in the case of a non-compete restriction, may not present such opportunity to us at all, subject to his or her fiduciary duties under Cayman Islands law. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See Risk Factors Risks Related to our Sponsor and Management Team and Their Respective Affiliates and to the Post-Business Combination Company Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Past experience or performance of our management team and our sponsor s advisors and their respective affiliates is not a guarantee of either (1) our ability to successfully identify and execute a transaction or (2) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or our sponsor s advisors or their respective affiliates as indicative of future performance. See Risk Factors Past performance by our management team and our sponsor s advisors and their respective affiliates may not be indicative of future performance of an investment in the company. No member of our management team has any experience operating a special purpose acquisition company. Our sponsor s advisors are not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services for our company. Such advisors roles with respect to our company is expected to be primarily passive and advisory in nature. Our sponsor s advisors may have fiduciary and/or contractual duties to certain companies but do not have any fiduciary obligations to our company. As a result, our sponsor s advisors may have a duty to offer business combination opportunities to certain other companies before our company. Additionally, certain companies affiliated with our sponsor s advisors may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination. Transactions of these types may present a conflict of interest because our sponsor s advisors may directly or indirectly receive a financial benefit as a result of such transaction. See Risk Factors Risks Related to our Sponsor and Management Team and Their Respective Affiliates and to the Post-Business Combination Company Our sponsor s advisors are not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services for our company. Initial Business Combination The Nasdaq listing rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into our initial business combination. We refer to this as the 80% of fair market value test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more 15 Table of Contents of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target business or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test. If our initial business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of fair market value test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, 16 Table of Contents providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on December 21, 2020. Our executive offices are located at 125 South Wacker Drive, Suite 300, Chicago, IL 60606 and our telephone number is (312) 855-2083. Upon completion of this offering, our corporate website address will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. 17 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001838527_spartan_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001838527_spartan_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0ec2e76cc6e6d8d0eced1a56bdc9816c8c4a0a91
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001838527_spartan_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: Apollo are to Apollo Global Management, Inc. (NYSE: APO), a Delaware corporation, and its consolidated subsidiaries; Apollo Funds are to private equity, credit and real assets funds (including parallel funds and alternative investment vehicles) for which Apollo provides investment management or advisory services; ANRP III are to Apollo Natural Resources Partners III, L.P., a Delaware limited partnership, together with its parallel funds; Common stock are to our Class A common stock and our Class B common stock, collectively; equity-linked securities are to any securities of our company or any of our subsidiaries which are convertible into, or exchangeable or exercisable for, equity securities of our company or such subsidiary, including any private placement of equity or debt; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the automatic conversion thereof at the time of our initial business combination as described herein; initial stockholders are to holders of our founder shares prior to this offering. management or our management team are to our officers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to (1) the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and (2) any private placement warrants or warrants issued upon conversion of working capital loans that are transferred to third parties that are not our sponsor or its permitted transferees following consummation of our initial business combination; sponsor are to Spartan Acquisition Sponsor III LLC, a Delaware limited liability company, and an indirect subsidiary of ANRP III; and we, us, company or our company are to Spartan Acquisition Corp. III. Each unit consists of one share of Class A common stock and one-fourth of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are The information contained in this prospectus is not complete and may be changed. No securities may be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated February 3, 2021 PRELIMINARY PROSPECTUS $400,000,000 Spartan Acquisition Corp. III 40,000,000 units Spartan Acquisition Corp. III is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any specific business combination target. We intend to focus our search for a target business in the energy value chain in North America. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-fourth of one warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Subject to the terms and conditions described in this prospectus, we may redeem the warrants for cash once the warrants become exercisable. We have also granted the underwriters a 45-day option to purchase up to an additional 6,000,000 units to cover over-allotments, if any. We will provide our stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price described herein, payable in cash, subject to the limitations described herein. If we have not completed our business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for a business combination within 24 months from the closing of this offering), we will redeem 100% of the public shares at a per-share price described herein, payable in cash, subject to applicable law and as further described herein. Our sponsor, Spartan Acquisition Sponsor III LLC (which we refer to as our sponsor throughout this prospectus), has committed to purchase an aggregate of 7,333,333 warrants (or 8,133,333 warrants if the over-allotment option is exercised in full) at a price of $1.50 per warrant ($11,000,000 in the aggregate, or $12,200,000 if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each whole private placement warrant is exercisable to purchase one whole share of our Class A common stock at $11.50 per share. Our initial stockholders own an aggregate of 11,500,000 shares of Class B common stock (up to 1,500,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). We refer to these shares of Class B common stock as the founder shares throughout this prospectus. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. Currently, there is no public market for our units, Class A common stock or warrants. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol SPAQ.U on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Cowen and Company, LLC informs us of its decision to allow earlier separate trading, subject to certain conditions. Once the securities comprising the units begin separate trading, we expect that the exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We intend to focus our search for a target business in the energy value chain in North America, with a particular focus on opportunities aligned with energy transition and sustainability themes. To date, our efforts have been limited to organizational activities as well as activities related to our offering. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. Our sponsor is an affiliate of a private investment fund managed by Apollo. Apollo is led by its managing partners, Leon Black, Joshua Harris and Marc Rowan, who have worked together for more than 34 years and lead a team of 1,657 employees, including 547 investment professionals (as of September 30, 2020), in New York, Los Angeles, San Diego, Houston, Bethesda, London, Frankfurt, Madrid, Luxembourg, Hong Kong, Shanghai, Singapore, Delhi, Tokyo and Mumbai. Apollo s team possesses a broad range of transaction, financial, managerial and investment skills. Apollo operates its businesses in an integrated manner, which we believe distinguishes Apollo from other alternative asset managers. Apollo s investment professionals frequently collaborate and share information across disciplines including market insight, management, banking and consultant contacts as well as potential investment opportunities. This collaboration contributes to Apollo s library of industry knowledge and we believe enables Apollo managed funds to invest successfully across a company s capital structure. Although we may pursue an acquisition opportunity in any business or industry, we intend to capitalize on the Apollo platform to identify, acquire and operate a business in the energy value chain that may provide opportunities for attractive risk-adjusted returns, with a particular focus on opportunities aligned with energy transition and sustainability themes. Specifically, we intend to focus on opportunities across the renewable energy, energy storage, mobility, advanced fuels and carbon mitigation sectors, as well as other adjacent services, industrials, and technologies, while remaining opportunistic across the energy value chain, including select opportunities within the traditional power generation and energy production verticals. We believe this area of focus represents a favorable and highly fragmented market opportunity to consummate a business combination. We intend to identify and acquire a business that could benefit from a hands-on owner with extensive transactional, financial, managerial and investment experience in the energy value chain that presents potential for an attractive risk-adjusted return profile under our stewardship. Even fundamentally sound companies can often underperform their potential due to underinvestment, a temporary period of dislocation in the markets in which they operate, over-levered capital structures, excessive cost structures, incomplete management teams and/or inappropriate business strategies. Apollo has extensive experience in identifying and executing acquisitions across the entire energy value chain and a long-standing commitment to fostering environmental, social and governance ( ESG ) performance in its portfolio. We believe that we are well positioned to identify attractive risk-adjusted returns in the marketplace and that our contacts and transaction sources, ranging from industry executives, private owners, private equity funds, and investment bankers, in addition to the energy value chain reach of ANRP III, which is further supported by the broader Apollo platform, will enable us to pursue a broad range of opportunities. We will seek to capitalize on Apollo s energy expertise and industry relationships to source and complete an initial business combination. Since 2001 through September 30, 2020, Apollo Funds have invested or committed to invest approximately $14.2 billion across 45 natural resources-related opportunities, producing an attractive rate of return. Apollo has extensive experience investing across a variety of commodity price cycles and a track record of Class A common stock and warrants will be listed on the NYSE under the symbols SPAQ and SPAQ.WS, respectively. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 35. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 400,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 22,000,000 Proceeds, before expenses, to Spartan Acquisition Corp. III $ 9.45 $ 378,000,000 (1) Includes $0.35 per unit, or $14,000,000 (or $16,100,000 if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting discounts and commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the completion of an initial business combination, as described in this prospectus. See the section of this prospectus entitled Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $400.0 million, or $460.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our franchise and income tax obligations, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest of (a) the completion of our initial business combination (including the release of funds to pay any amounts due to any public stockholders who properly exercise their redemption rights in connection therewith), (b) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for a business combination within 24 months from the closing of this offering), and (c) the redemption of our public shares if we are unable to complete our business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for a business combination within 24 months from the closing of this offering), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Book-Running Managers Credit Suisse Citigroup Cowen Morgan Stanley Barclays RBC Capital Markets Co-Managers TD Securities MUFG Siebert Williams Shank The date of this prospectus is , 2021 identifying high-quality assets, businesses and management teams with significant resources, capital and optimization potential. Apollo recognizes the importance of ESG issues, and has a long history of taking these issues into account. Apollo believes responsible investment considers how ESG issues impact the firm, the funds it manages and their portfolio companies, the communities in which it and they operate, and the world at large. As one of the world s largest alternative investment managers, Apollo believes that consideration of ESG issues is essential to companies success, by enhancing their ability to manage risks and by identifying areas for cost savings and for growth. Apollo s ESG program rests on three pillars: thorough ESG diligence; meaningful and tailored engagement with companies post-acquisition; and a commitment to transparency and periodic reporting of qualitative and quantitative ESG information. Apollo believes the processes underlying these three pillars better position company management teams and investment professionals to improve performance on ESG issues. Apollo has endorsed the American Investment Council s Guidelines for Responsible Investing, and in 2020, Apollo adopted a comprehensive Responsible Investing and ESG Policy with specific policies for each asset class. Apollo also built upon its existing governance infrastructure: firm-wide decisions on ESG issues are now made at the most senior level, led by a steering committee chaired by its Global Head of ESG that includes certain members of Apollo s senior management. This committee draws on recommendations from crossfunctional teams of Apollo professionals across its credit, private equity, and real assets businesses. An affiliate of Apollo sponsored Spartan Energy Acquisition Corp. ( Spartan I ), a special purpose acquisition company that completed its initial public offering in August 2018, in which it sold 55,200,000 units, each consisting of one share of Class A common stock and one-fourth of one warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock, for an offering price of $10.00 per unit, generating gross proceeds of $552 million. In July 2020, Spartan I announced its initial business combination with Fisker Inc., a Delaware corporation ( Fisker ), which is building a technology-enabled, asset-light automotive business model that it believes has the potential to be among the first of its kind and aligned with the future state of the automotive industry. The transaction closed on October 29, 2020 and the combined entity is listed on the NYSE. We believe that we will benefit from the valuable experience gained by our management team during the launch and operation of Spartan I, including the process of evaluating numerous target companies and industry sectors, selecting Fisker as its business combination partner and negotiating the terms of the business combination agreement and all of the related financing transactions. Additionally, an affiliate of Apollo sponsored Spartan Acquisition Corp. II ( Spartan II ), a special purpose acquisition company that completed its initial public offering in November 2020, in which it sold 34,500,000 units, each consisting of one share of Class A common stock and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock, for an offering price of $10.00, generating gross proceeds of $345 million. We believe that we have further benefited from the valuable experience gained by our management team during the launch and operation of Spartan II. We believe that potential sellers of target businesses will view the fact that our management team has successfully negotiated a business combination as a positive factor in considering whether or not to enter into a business combination with us. However, past performance of Apollo, the Apollo Funds, Spartan I, Spartan II and our management team is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of Apollo s, the Apollo Funds , our management s, Spartan I s or Spartan II s performance as indicative of our future performance. An investment in us is not an investment in Apollo Funds. We have received an indication of interest from ANRP III, which is a private investment fund managed by Apollo, to purchase securities in a private placement that will close simultaneously with the closing of our business combination, although there is no assurance they will do so. Business Strategy Our acquisition and value creation strategy will be to identify, acquire and, after our initial business combination, build a company in the energy value chain in North America. Specifically, we intend to focus on opportunities across the renewable energy, energy storage, mobility, advanced fuels, and carbon mitigation sectors, We are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. as well as other adjacent services, industrials, and technologies, while remaining opportunistic across the energy value chain, including select opportunities within the traditional power generation and energy production verticals. Our acquisition strategy will leverage Apollo s network of potential proprietary and public transaction sources where we believe a combination of our relationships, knowledge and experience in the energy value chain could effect a positive transformation or augmentation of existing businesses or properties. Our goal is to build a focused business with multiple competitive advantages that have the potential to improve the target business s overall value proposition. We plan to utilize the network and industry experience of our management team and Apollo, as well as ANRP III, in seeking an initial business combination and employing our acquisition strategy. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. In addition to industry and lending community relationships, we plan to leverage relationships with management teams of public and private companies, investment bankers, restructuring advisers, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate the parameters for our search for a target business and a potential business combination and begin the process of pursuing and reviewing potentially interesting leads. Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective targets for our initial business combination. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target that does not meet these criteria and guidelines. We intend to acquire target businesses that we believe: are fundamentally sound but that we believe can improve results by leveraging the transactional, financial, managerial and investment experience of our management team and Apollo, as well as ANRP III; can utilize the extensive networks and insights that our management team and Apollo, as well as ANRP III, have built in the energy value chain; are at an inflection point, such as requiring additional management expertise, are able to innovate through new operational techniques, or where we believe we can drive improved financial performance; exhibit unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; and will offer an attractive risk-adjusted return for our stockholders. Potential upside from growth in the target business and an improved capital structure will be weighed against any identified downside risks. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials that we would file with the SEC. Initial Business Combination The NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial business combination. Our board will make the determination as to the fair market value of a target business or businesses. If our board is not able to independently determine the fair market value of a target business or businesses, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority Inc., or FINRA, or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business or there is a significant amount of uncertainty as to the value of the company s assets or prospects. We may pursue an acquisition opportunity jointly with our sponsor, Apollo, or one or more of its affiliates, one or more Apollo Funds and/or investors in the Apollo Funds, which we refer to as an Affiliated Joint Acquisition. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. Any such issuance of equity or equity-linked securities would, on a fully diluted basis, reduce the percentage ownership of our then-existing stockholders. Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B common stock, issuances or deemed issuances of Class A common stock or equity-linked securities would result in an adjustment to the ratio at which shares of Class B common stock shall convert into shares of Class A common stock such that our initial stockholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all shares of common stock outstanding upon completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination), unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. Neither our sponsor nor Apollo, nor any of their respective affiliates, have an obligation to make any such investment, and may compete with us for potential business combinations. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, including an Affiliated Joint Acquisition as described above. However, we will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for seeking stockholder approval or for purposes of a tender offer, as applicable. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our transactional, financial, managerial and investment experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with Apollo, our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Apollo, our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Apollo, Apollo Funds, members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. All of the members of our management team are employed by Apollo. Apollo is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination; we have not, however, selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such other entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. In addition, we may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. In addition, Apollo or its affiliates, as well as Apollo Funds, may sponsor other blank check companies similar to ours during the period in which we are seeking an initial business combination, and members of our management team may participate in such blank check companies. For example, certain of our officers and directors currently serve in similar roles for Spartan II, Apollo Strategic Growth Capital ( APSG ) and Apollo Strategic Growth Capital II ( APSG II ). Mr. Strong is the Chief Executive Officer and a director of Spartan II, Mr. Crossen is the Chief Financial Officer and Chief Accounting Officer of Spartan II and Chief Financial Officer of APSG and APSG II and each of Ms. Wassenaar, Mr. Handler, Ms. Hommes, Mr. Romeo, Ms. Wilson and Mr. Stice are directors of Spartan II, and each such officer and director owes fiduciary duties under the DGCL to Spartan II, APSG and APSG II, as applicable. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among the management teams. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information Our executive offices are located at 9 West 57th Street, 43rd Floor, New York, NY 10019, and our telephone number is (212) 515-3200. Upon completion of this offering, our corporate website address will be www. .com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to invest in our securities. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter or (ii) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. The following diagram illustrates our simplified ownership structure after giving effect to this offering. The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors. Securities offered 40,000,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-fourth of one warrant. Listing symbols We anticipate that the units, the Class A Common Stock and warrants, once they begin separate trading, will be listed on the NYSE under the following symbols: Units: SPAQ.U Class A Common Stock: SPAQ Warrants: SPAQ.WS Trading commencement and separation of Class A common stock and warrants The units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Cowen and Company, LLC informs us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K that includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K that includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this Offering 0 Number outstanding after this Offering 40,000,000(1) Common stock: Number outstanding before this Offering 11,500,000 shares of Class B common stock(2)(3) Number outstanding after this Offering 50,000,000 shares of Class A common stock and Class B common stock(1)(3) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 7,333,333(1) Number of warrants to be outstanding after this offering and the private placement 17,333,333(1) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of our Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Exercise price $11.50 per whole share, subject to adjustments as described herein. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ). (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 1,500,000 founder shares. (2) Includes up to 1,500,000 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. (3) The shares of common stock included in the units are shares of Class A common stock. Founder shares are classified as shares of Class B common stock, which shares are convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. We refer to our Class A common stock and our Class B common stock collectively herein as our common stock. We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. We have agreed that as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding public warrants for cash: in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption to each warrantholder, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrantholders. We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. None of the private placement warrants will be redeemable by us so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding public warrants for cash: in whole and not in part; at a price of $0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to the table set forth under Description of Securities Warrants Public Stockholders Warrants based on the redemption date and the fair market value of our Class A common stock (as defined below) except as otherwise described in Description of Securities Warrants Public Stockholders Warrants ; upon a minimum of 30 days prior written notice of redemption to each warrantholder; and if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrantholders. The fair market value of our Class A common stock shall mean the average last reported sale price of our Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrantholders with the final fair market value no later than one business day after the ten-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). This redemption feature differs from the typical warrant redemption features used in some other blank check offerings. No fractional shares of Class A common stock will be issued upon the exercise of warrants on a cashless basis. If, upon the exercise of warrants on a cashless basis, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see Description of Securities Warrants Public Stockholders Warrants for additional information. Appointment of directors; voting rights Prior to our initial business combination, only holders of our Class B common stock will have the right to vote on the appointment of directors. Holders of our Class A common stock will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended by a special resolution passed by a majority of at least 90% of our common stock voting in a stockholder meeting. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by applicable law or stock exchange rule, holders of our Class A common stock and holders of our Class B common stock will vote together as a single class, with each share entitling the holder to one vote. Founder shares In December 2020, 11,500,000 founder shares were issued to our sponsor in exchange for the payment of $25,000 of expenses on our behalf, or approximately $0.002 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. In February 2021, our sponsor will forfeit 100,000 founder shares, and we will issue 50,000 founder shares to each of our independent director nominees at their original purchase price. Up to 1,500,000 founder shares are subject to forfeiture by our sponsor (or its permitted transferees) depending on the extent to which the underwriters over-allotment option is not exercised so that the number of founder shares will remain equal to 20% of our common stock after this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination; the founder shares are shares of Class B common stock that automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive (i) their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination, (ii) their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder vote to amend our amended and restated certificate of incorporation in a manner that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for a business combination within 24 months from the closing of this offering) and (iii) their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for a business combination within 24 months from the closing of this offering) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. Our initial stockholders have agreed to vote any founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 15,000,001, or 37.5%, of the 40,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised); and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any founder shares held by them until one year after the date of the consummation of our initial business combination or earlier if, subsequent to our initial business combination, (i) the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (ii) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). We refer to such transfer restrictions throughout this prospectus as the lock-up. Founder shares conversion and anti- dilution rights We have outstanding 11,500,000 shares of Class B common stock, par value $0.0001 per share. The shares of Class B common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination). Private placement warrants Our sponsor has committed to purchase an aggregate of 7,333,333 private placement warrants (or 8,133,333 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a price of $1.50 per warrant ($11,000,000 in the aggregate or $12,200,000 in the aggregate if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each whole private placement warrant is exercisable for one whole share of our Class A common stock at $11.50 per share. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $400.0 million (or $460.0 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for a business combination within 24 months from the closing of this offering), the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination (except as described below under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, each holder would pay the exercise price by surrendering the warrants in exchange for a number of shares of our Class A common stock equal to the quotient obtained by dividing (x) the product of (A) the number of shares of our Class A common stock underlying the warrants, and (B) the excess of the fair market value (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. Proceeds to be held in trust account The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $400.0 million, or $10.00 per unit ($460.0 million, or $10.00 per unit, if the underwriters over-allotment option is exercised in full) will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee and $11.0 million will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $14.0 million (or $16.1 million if the underwriters over-allotment option is exercised in full) in deferred underwriting discounts and commissions. Except with respect to interest earned on the funds held in the trust account that may be released to pay our franchise and income tax obligations, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (a) the completion of our initial business combination (including the release of funds to pay any amounts due to any public stockholders who properly exercise their redemption rights in connection therewith), (b) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for a business combination within 24 months from the closing of this offering), or (c) the redemption of our public shares if we are unable to complete our business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for a business combination within 24 months from the closing of this offering), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes from interest earned on the funds held in the trust account, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our franchise and income taxes. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof. We estimate the interest earned on the trust account will be approximately $4.0 million per year, assuming an interest rate of 1% per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1.0 million in working capital after the payment of approximately $2.0 million in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. NYSE rules require that our initial business combination must occur with one or more operating businesses or assets that have a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions. Our stockholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, including, but not limited to, an Affiliated Joint Acquisition. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the NYSE s 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or public warrants in such transactions. Such persons will be subject to restrictions in making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases of our Securities for a description of how our sponsor, initial stockholders, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of shares of our Class A common stock or our public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. There is no limit on the number of public shares and public warrants that our initial stockholders, sponsor, officers, directors or their affiliates may purchase pursuant to the transactions described above. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting discounts and commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our business combination. Limitations on redemptions Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of our Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of our Class A common stock submitted for redemption will be returned to the holders thereof. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require stockholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We currently intend to conduct redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirements and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a stockholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of our common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need 15,000,001, or 37.5%, of the 40,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or vote at all. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials mailed to such holders, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed business combination is not approved and we continue to search for a target business, we will promptly return any certificates delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our NYSE listing or Exchange Act registration. Upon the public announcement of our business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our business combination. Redemption rights in connection with proposed amendments to our certificate of incorporation Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated certificate of incorporation will provide that any of its provisions (other than amendments relating to the appointment of directors prior to our initial business combination, which require the approval of a majority of at least 90% of our common stock voting at a stockholder meeting) related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law, or DGCL, or applicable stock exchange rules. Our initial stockholders, who will beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for a business combination within 24 months from the closing of this offering), unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. Pursuant to our amended and restated certificate of incorporation, such an amendment would need to be approved by the affirmative vote of the holders of at least 65% of all then outstanding shares of our common stock. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsors, any executive officer, director or director nominee, or any other person. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting discounts and commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other businesses or assets or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for a business combination within 24 months from the closing of this offering) to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period or 27-month period, if applicable, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination within the 24-month time period, or 27-month time period, if applicable. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for a business combination within 24 months from the closing of this offering). However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period, or 27-month time period, if applicable. The underwriters have agreed to waive their rights to their deferred underwriting discounts and commissions held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Payments to Insiders There will be no restrictions on payments to insiders. We expect that some or all of the following payments will be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for office space, utilities, secretarial support and administrative services provided to us by our sponsor, in an amount equal to $10,000 per month; underwriting discounts and commissions, placement agent fees, initial purchaser fees or discounts, finder s fees, arrangement fees, commitment fees and transaction, structuring, consulting, advisory and management fees and similar fees for services rendered prior to or in connection with the completion of an initial business combination; reimbursement of legal fees and expenses incurred by our sponsor, officers or directors in connection with our formation, the initial business combination and their services to us; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate or our sponsor or our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. The foregoing payments will be made from the proceeds of the sale of private placement warrants that will not be held in the trust account or from the funds available to us from the interest income on the trust account balance. Audit Committee We will establish and maintain an audit committee, which initially will be composed of a majority of independent directors and, within one year of the date of this offering, will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to Apollo, our sponsor, officers or directors, or our or their affiliates, and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest Apollo manages a significant number of Apollo Funds. Apollo and its affiliates, as well as Apollo Funds, may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Apollo may be suitable for both us and for current or future Apollo Funds and may be directed to such Apollo Funds rather than to us. Neither Apollo nor members of our management team who are also employed by Apollo have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member solely in his or her capacity as an officer of the company. Apollo and/or our management, in their capacities as employees of Apollo or in their other endeavors, may be required to present potential business combinations to other entities, before they present such opportunities to us. In addition, Apollo or its affiliates, as well as Apollo Funds, may sponsor other blank check companies similar to ours during the period in which we are seeking an initial business combination, and members of our management team may participate in such blank check companies. For example, certain of our officers and directors currently serve in similar roles for Spartan II, APSG and APSG II. Mr. Strong is the Chief Executive Officer and a director of Spartan II, Mr. Crossen is the Chief Financial Officer and Chief Accounting Officer of Spartan II and Chief Financial Officer of APSG and APSG II and each of Ms. Wassenaar, Mr. Handler, Ms. Hommes, Mr. Romeo, Ms. Wilson and Mr. Stice are directors of Spartan II, and each such officer and director owes fiduciary duties under the DGCL to Spartan II, APSG and APSG II, as applicable. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among the management teams. Notwithstanding the foregoing, we may pursue an Affiliated Joint Acquisition opportunity or investors in the Apollo Funds. Such entities may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities. We have received an indication of interest from ANRP III, which is a private investment fund managed by Apollo, to purchase securities in a private placement that will close simultaneously with the closing of our business combination, although there is no assurance they will do so. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent public accountants) for services rendered or products sold to us, or by a prospective target business with which we have entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party that executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification obligations. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Risks We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors. Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. December 23, 2020 Balance Sheet Data: Actual Working capital (deficiency) $ (41,600 ) Total assets $ 65,000 Total liabilities $ 41,600 Stockholder s equity $ 23,400 If no business combination is completed within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for a business combination within 24 months from the closing of this offering), the proceeds then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within such 24 month time period, or 27 month time period, if applicable.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001838697_broadscale_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001838697_broadscale_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..98b4d909ade0903cc00b59eac34beb7d20be740d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001838697_broadscale_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: common stock are to our Class A common stock and our Class B common stock, collectively; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in connection with our initial business combination, including but not limited to, a private placement of equity or debt; founder shares are to the 7,187,500 shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering (including up to an aggregate of 937,500 shares of our Class B common stock subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is not exercised in full or in part), and the shares of our Class A common stock issued upon the conversion thereof as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); management or our management team are to our officers and directors; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor (or its permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or officers or directors (or permitted transferees); Broadscale are to Broadscale Group, LLC, a Delaware limited liability company; HEPCO are to HEPCO Capital Management, LLC, a Delaware limited liability company; sponsor are to Nokomis ESG Sponsor, LLC, a Delaware limited liability company, which is affiliated with Broadscale and HEPCO; warrants are to our redeemable warrants, which include the public warrants and the private placement warrants; and we, us, company, Company, our or our company are to Broadscale Acquisition Corp. Each unit consists of one share of our Class A common stock and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. 1 Table of Contents Our Company We are a newly organized blank check company incorporated as a Delaware corporation formed for the purpose of effecting a merger, share purchase, reorganization, capital stock exchange, asset acquisition, reorganization or similar business combination with one or more businesses. To date, our efforts have been limited to organizational activities and activities relating to this offering. We have not identified any acquisition target and we have not, nor has anyone on our behalf, initiated any discussions, directly or indirectly, with respect to identifying any acquisition target. We have generated no revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination at the earliest. Although we may pursue an acquisition opportunity in any business or industry, we intend to focus on opportunities that transform traditional industries in positive ways and generate tangible improvements to the well-being of the global population, particularly with respect to energy, transportation, buildings, manufacturing, and food and agriculture. Our primary focus will be on solutions driving the decarbonization of the economy, as nations, companies, stakeholder groups, and individuals increasingly demand the use of low-carbon and resource-efficient solutions that will enable society to mitigate and adapt to climate change. To meet these demands, the global energy ecosystem requires $69 trillion of capital investment through 2040, according to the International Energy Agency ( IEA ). Impact investing, responsible investing, and capital flows into sustainable business generally are growing accordingly, with more than $1 trillion flowing into sustainable investment funds in the first half of 2020, more than in all of 2019. Further, the speed with which investors, customers, and employees are incorporating environmental, social, and governance ( ESG ) factors into their decision-making processes has created an enormous opportunity. We believe that businesses that meaningfully and successfully integrate ESG factors and sustainability-oriented innovation into their operations will create differentiated value and achieve long-term competitive advantage with regard to the trends noted above. We believe our management s, board of directors , advisors , operating partners and our sponsor s long-standing history investing in, operating, and advising companies that are at the forefront of providing these solutions provides us with a strong competitive advantage. While there are a significant number of companies participating in this transition, we intend to focus on those that have the most promising, scalable business models. Our decades of deep experience with sustainable business and innovation differentiate us and will help us identify target companies that combine a sustainable business purpose with the ability to achieve outstanding risk-adjusted returns. To pursue this opportunity, we will rely on the combination of skills brought to us by our management, board of directors, operating partners and advisors, and our sponsor, which we refer to as our leadership team. Our leadership team is led by our Chairman and Chief Executive Officer Andrew L. Shapiro (Founder and Managing Partner of Broadscale), our Senior Operating Partner Dan Leff (with extensive experience investing in and operating companies focused on industry transformation and the energy transition), our Vice Chairman Edward E. Cohen (Chairman of HEPCO) and our Chief Financial Officer and Head of Acquisitions John P. Hanna (Partner of HEPCO). We believe we are differentiated in three key distinct ways: Versatility. Our leadership team s experience spans many sectors including energy, transportation, infrastructure, buildings and industry, food and agriculture, and water and waste. This versatility will allow us to access a breadth of opportunities beyond auction processes, including bilateral negotiations and other off-market deals (e.g., corporate spin-outs). Additionally, our leadership team s history in these sectors covers all stages of a typical company lifecycle, from seed to venture to growth and maturity. This has translated into deep relationships at many of the relevant investment firms, inclusive of leaders across all of the different stages of sustainable finance; Credibility. Our leadership team s experience as (i) advisors and operators at many of the most prominent companies in the target area and (ii) investors in or advisors to dozens of growth companies over 20+ years, both performed with a focus on corporate partnerships and scaling sustainable solutions, has provided us with wide recognition as pioneering thought leaders in sustainability and technology; and Strategic Reach. Our leadership team s corporate ecosystem of relationships includes more than 100 large enterprises, including many Fortune 500 companies, and our team has actively worked with a number of these leading incumbents to source strategic investments, partnerships, and acquisitions, which gives us unparalleled access to prospective industry partners and customers. 2 Table of Contents Our leadership team carries with it all of the components necessary for success in sectors that create a more sustainable world by expediting energy and industrial transitions. Mr. Shapiro and Mr. Leff each have been working for nearly 30 years in relevant roles and have collectively invested in, operated, served on boards of, or advised over 35 start-ups. Mr. Hanna has almost 20 years of mergers and acquisitions experience as an investment banker at UBS and Deutsche Bank, and as a principal investor, and has extensive experience in identifying, evaluating and acquiring companies, with a focus on energy-related businesses, including infrastructure for energy and renewables as well as advanced transportation. Mr. Cohen has over 50 years of experience acquiring, managing. operating and scaling complex businesses in multiple industries including energy. Throughout their careers, all have demonstrated consistent passion for finding innovative solutions to global problems. Andrew L. Shapiro (Chairman and Chief Executive Officer) Andrew L. Shapiro has spent nearly three decades working at the nexus of new technologies and societal transformation, with a focus over the last 20 years on sustainable technology and innovation and before that on information technology and globalization. Mr. Shapiro has invested in, advised, and/or served on boards of more than two dozen startups and growth-companies. Mr. Shapiro has served as an advisor to C-suite leaders at more than 100 enterprises, including some of the world s largest energy and industrial companies. Mr. Shapiro has been a technology thought leader for more than two decades, an author of books that have appeared in multiple languages, and an Ivy League university lecturer. Mr. Shapiro is the Founder and Managing Partner of Broadscale, an investment firm that he launched in 2012. Broadscale works with leading corporations, family offices, and other strategic partners to invest in and commercialize the most promising market-ready innovations focused on the energy transition, advanced transportation, and sustainable technologies generally. Broadscale differentiates itself by both: (1) sourcing strategic investments, partnerships, and acquisitions for its Corporate Network, whose members have included Duke Energy, Engie, Equinor, General Electric ( GE ), Johnson Controls, National Grid, Panasonic, and Shell and (2) acting as a general partner for a network of family offices and high-net-worth individual limited partners, with which it has made a dozen venture and growth equity investments. Mr. Shapiro s deep relationships with corporate leaders and reputation as a pioneer in sustainable business have enabled him and Broadscale to invest in preeminent sustainable technology companies such as Blink Charging, Generate Capital, Getaround, Proterra, Revel, and Via Transportation. Mr. Shapiro has recently served as an advisor to Obvious Ventures as well as on the boards of two technology companies, Blink Charging (NASDAQ: BLNK) and Akerna Corp. (NASDAQ: KERN), as a director and observer, respectively. Prior to founding Broadscale, Mr. Shapiro built and led GreenOrder from 2000 to 2011, a strategic advisory firm that worked with more than 100 enterprises to make energy and environmental innovation a source of competitive advantage. At GreenOrder, Mr. Shapiro worked with GE s leadership for more than a decade on the creation and execution of its multi-billion dollar ecomagination initiative; counseled General Motors for five years on strategic issues including the launch of its first mass-market electric vehicle ( EV ); and served as the green advisor for 7 World Trade Center, New York City s first LEED-certified office tower. Other clients included Alcan, Allianz, Bloomberg, BP, Bunge, Citi, Coca-Cola, Dell, Disney, Duke Energy, DuPont, eBay, Hines, HP, JPMorganChase, KKR, McDonald s, Morgan Stanley, NASDAQ OMX, National Grid, NBC Universal, NRG Energy, Office Depot, Pfizer, Polo Ralph Lauren, Related Companies, Simon Property Group, Staples, Target, Tishman Speyer, TXU and Waste Management. Mr. Shapiro and GreenOrder also co-founded the U.S. Partnership for Renewable Energy Finance ( US PREF ). In 2008, Andrew and his partners sold GreenOrder and continued to hold executive positions at the firm through 2011. Before GreenOrder was sold in 2008, Mr. Shapiro and his partners spun out GO Ventures, a subsidiary of GreenOrder created to incubate and invest in environmentally innovative businesses, including California Bioenergy, Global Thermostat and GreenBiz. 3 Table of Contents Dan Leff (Senior Operating Partner) Dan Leff has spent 30+ years working at the nexus of energy and industrial transformation. Mr. Leff has experience building, leading, investing in and restructuring companies across a range of global sectors, including industrial manufacturing, technology, software and energy services. Mr. Leff is currently serving as executive chairman of Ambri and Sparkfund, and serving as a general partner of Bayard Capital Technologies, a private equity firm invested in ServiceChannel, a facilities management marketplace, where Mr. Leff had served as executive chairman and where he continues to serve as a member of the board of directors. In addition, Mr. Leff is an investor and board member of Arcadia, a clean energy marketplace for consumers, and an investor and board member of Enchanted Rock, a microgrid operating platform company. Mr. Leff is also an advisor at Broadscale, Breakthrough Energy Ventures and G2VP, venture capital and private equity firms involved in the energy transition. Previously, Mr. Leff was executive chairman of Viridity Energy and chief executive officer and board member of Hara Software, both energy-focused software firms. Mr. Leff was also formerly an advisory partner at Clayton, Dubilier & Rice, a global private equity firm and previously chief operating officer of Invensys Energy Management and co-chief operating officer of its London-based parent, Invensys plc, a global manufacturing, services, energy management and industrial automation company. Prior to Invensys, Dan served as chairman and chief executive officer of Enron Energy Services, following Enron s bankruptcy filing, where he worked to help manage the liquidation of Enron s retail and wholesale businesses. Earlier in his career, Mr. Leff served in a variety of entrepreneurial and leadership roles focused on integrated energy services. Prior to Enron s bankruptcy filing, Mr. Leff was chief operating officer of Enron Energy Services, a business unit that provided energy outsourcing and commodity services to commercial and industrial clients. Prior to joining Enron, Mr. Leff was president and chief executive officer of FMES, a nationwide energy services company that he co-founded and sold to Enron Energy Services. Before FMES, Dan was president and chief executive officer of Pilot Energy, a New York City-based energy services company, and earlier, worked for United Technologies Carrier both domestically and internationally. John P. Hanna (Chief Financial Officer and Head of Acquisitions) John P. Hanna has spent his career focused on mergers and acquisitions. Most recently he has acted as a principal investor, serving as a Partner at HEPCO for the past two years. Prior to that he led teams as a senior investment banker focused on mergers and acquisitions and capital raising primarily in the energy and related infrastructure and renewables sectors. As an investment banker for almost 20 years, initially at UBS and then at Deutsche Bank where he was co-head of the Houston office, he has accumulated substantial financial, business, operational and acquisition experience. The combination of Mr. Hanna s experience as both a principal investor and senior investment banker will be instrumental in assisting us in sourcing, due diligencing and executing our business combination. Edward E. Cohen (Vice-Chairman) Over the course of his career, Edward E. Cohen has acquired, founded, and/or managed over $30 billion of assets in the energy, real estate, financial services, healthcare and technology-related sectors. In recent decades, he has pursued transformative change in several of these industries. For example, Mr. Cohen was an early entrant into the financial technology industry, co-founding The Bancorp, Inc. (one of the first exclusively branchless digital banking companies) and serving as Chairman of one of the first and largest companies operating non-bank cash machines in North America and Europe. The pharmaceutical distribution company affiliated with Mr. Cohen deals exclusively in generic medicines. In the energy sector, he drove the use of energy technology in the development of the Marcellus Shale in western Pennsylvania, pioneering early precursors of the revolutionary advances that enabled the United States in the first decade of the 21st century to increase production of natural gas as an interim fuel, thereby reducing the use of coal and thereby sharply lowering atmospheric carbon. 4 Table of Contents Mr. Cohen holds earned doctorates in Classical Languages and History (Ph.D. Princeton University) and Law (J.D. University of Pa. Law School), and in economics (Doctorate h.c., Panteios University of Athens, Greece). Since 1995, Mr. Cohen has served at the University of Pennsylvania as Professor of Classics and Ancient History (Adjunct). He is the author of numerous articles and four books on topics relating to ancient Athens. Nokomis ESG Sponsor, LLC In addition, we will be supported by our sponsor, Nokomis ESG Sponsor, LLC, jointly formed by HEPCO and Broadscale, and their respective principals, including Jonathan Z. Cohen (Chief Executive Officer of our Sponsor and Founder and Chief Executive Officer of HEPCO) and Andrew L. Shapiro (our Chairman and Chief Executive Officer and Founder and Managing Partner of Broadscale). Betsy Z. Cohen serves as a senior advisor to our sponsor. Broadscale differentiates itself by both: (1) sourcing strategic investments, partnerships, and acquisitions for its Corporate Network, whose members have included Duke Energy, Engie, Equinor, GE, Johnson Controls, National Grid, Panasonic, and Shell and (2) acting as a general partner for a network of family offices and high-net-worth individual limited partners, with which it has made a dozen venture and growth equity investments. Messrs. Cohen and the team at HEPCO have sponsored and advised several special purpose acquisition companies, including Osprey Technology Acquisition Corp., a blank check company formed to acquire an enterprise software asset that completed a $316 million initial public offering in November 2019. In 2017, HEPCO principals formed Osprey Energy Acquisition Corp., which completed a $275 million initial public offering in July 2017 and consummated an acquisition with Royal Resources L.P., an entity owned by funds managed by Blackstone Energy Partners and Blackstone Capital Partners, forming Falcon Minerals Corporation, or Falcon. As of the August 23, 2018 closing date of its initial business combination, the return to investors who purchased units in the initial public offering was 22.3% including the value of the common shares and warrants underlying the units sold in the initial public offering. We note, however, that past performance by our management team is not a guarantee of success with respect to any business combination we may consummate. See Risk Factors General Risk Factors Past performance by our management team, directors, advisors and their respective affiliates may not be indicative of future performance of an investment in the company or in the future performance of any business we may acquire. Betsy Z. Cohen, with over 42 years of experience, was a founder of The Bancorp, Inc. and served as its Chief Executive Officer from September 2000 through December 2014. Ms. Cohen served as the Chairman of the board of directors of FinTech Acquisition Corp., or FinTech I, a former blank check company which raised $100.0 million in its initial public offering in February 2015 and completed its initial business combination when it acquired FTS Holding Corporation in July 2016. She also served on the post-business combination board of directors until May 2017. Ms. Cohen also served as: Chairman of the board of FinTech Acquisition Corp. II, or FinTech II, a blank check company which raised $175.0 million in its initial public offering in January 2017 and completed its initial business combination when it acquired Intermex Holdings II in July 2018; and Chairman of the board of FinTech Acquisition Corp. III, or FinTech III, a blank check company which raised $345.0 million in its initial public offering in November 2018 and completed its initial business combination with Paya, Inc. in October 2020. Ms. Cohen is currently Chairman of the board of directors of: FinTech Acquisition Corp. IV (NASDAQ: FTIV), or FinTech IV, a blank check company which raised $230.0 million in its initial public offering in September 2020; FTAC Olympus Acquisition Corp. (NASDAQ: FTOC), or FTAC Olympus, a blank check company which raised $750.0 million in its initial public offering in August 2020; and FinTech Acquisition Corp. V (NASDAQ: FTCV), or FinTech V, a blank check company which raised $250.0 million in its initial public offering in December 2020. We plan to rely on the extensive expertise of our Sponsor s principals and senior advisor in (i) fundamental business analysis and mergers and acquisitions, (ii) deep experiences with special purpose acquisition companies and general public company activities, and (iii) broad professional relationships with both public and private investors. Senior Advisors We also plan to rely on the expertise and networks of our senior advisors, Stephan Dolezalek, Raymond Lane and Heather Zichal. 5 Table of Contents Stephan Dolezalek is a long-time Silicon Valley investor in entrepreneurial growth companies, focused most recently on sustainable agriculture and clean energy, and previously on software and biotechnology. He is currently an Executive Director of Wheatsheaf Group, a private investment arm of the Grosvenor Estate. The Wheatsheaf Group is one of the largest and longest established investment teams in the food and agriculture sector. It invests in companies throughout the world to re-think and re-shape how food is grown, produced, distributed and consumed. He is the Chairman of AeroFarms, a leading controlled indoor agriculture business, and a Director of Benson Hill, a leading food innovation company that combines data science and machine learning with biology and genetics. Both AeroFarms and Benson Hill are portfolio companies of Wheatsheaf Group. Prior to Wheatsheaf, Mr. Dolezalek led VantagePoint Capital Partners $1 billion CleanTech Fund from its inception, where he was an early investor in Tesla. He has served on the advisory boards of a variety of clean energy organizations including Rocky Mountain Institute s eLab, The CleanTech Group, the American Council on Renewable Energy and the Energy Management and Innovation Center of the University of Texas, McCombs School of Business. Raymond Lane has been a Managing Partner at GreatPoint Ventures, a venture capital firm since March 2015. He also serves as the Lead Independent Director of Beyond Meat (NASDAQ: BYND), a plant-based food company. Mr. Lane has served as a Partner Emeritus and Advisor of Kleiner, Perkins, Caufield & Byers LLC, a venture capital firm, since April 2013 and was a Managing Partner of Kleiner, Perkins, Caufield & Byers LLC from September 2000 to April 2013. He has also served on the board of directors of Hewlett Packard Enterprise Company (NYSE: HPE) since November 2015. In addition, Mr. Lane previously served as executive Chairman of Hewlett-Packard Company from September 2011 to April 2013 and as non-executive Chairman of Hewlett-Packard Company from November 2010 to September 2011. Prior to joining Kleiner Perkins in 2000, Mr. Lane was President and Chief Operating Officer and a director of Oracle Corporation, a software company. Heather Zichal is the Chief Executive Officer of the American Clean Power Association (ACP), a multi-technology renewable energy industry trade group that represents solar, storage, wind and transmission companies. She brings deep experience in energy policy from both the public and private sector. Prior to ACP, from 2019 to 2020, she served as the Executive Director of the Blue Prosperity Coalition, a global network of governments, NGOs, scientists, and ocean experts working to advance sustainable, blue economy goals. She previously served as the Vice President of Corporate Engagement for The Nature Conservancy (TNC), coordinating engagement with multilateral corporations to advance innovative approaches to some of the world s most complex sustainability challenges, and was a member of the board of directors of Cheniere Energy, Inc. (NYSE American: LNG), a liquefied natural gas company. In government, Ms. Zichal served from 2009 to 2013 as Deputy Assistant to the President for Energy and Climate Change during the Obama Administration, where she coordinated the administration s energy and climate policy, as well as the ground-breaking Climate Action Plan. Prior to joining the Obama administration, Ms. Zichal served as Legislative Director to the United States Senate s leading environmentalist, then-Senator John Kerry, as well as two Members in the House of Representatives. In combination with the aforementioned backgrounds of our management team and advisors, we believe our collective expertise in creating and growing large-scale businesses will be attractive to the potential sellers of target companies as a positive factor in considering whether or not to enter into a business combination with us. Market Opportunity We believe that the global commitment to sustainable technologies and innovation, especially the decarbonization of the economy, will further intensify over the next few years, creating a sustained trend that will impact industry for multiple decades and greatly benefit those companies offering related solutions. Over the past ten years, most global decarbonization efforts have focused on utility-scale renewable power generation, inclusive of wind and solar resources. More recently, capital inflows into the electric transportation sector have significantly increased. However, according to the IEA, the power and transportation sectors only account for roughly half of CO2 emissions today and alone are not sufficient to reach internationally agreed-upon climate goals. Beyond the power generation and transportation sectors, the global energy transition remains a massive opportunity set that is in the early days of either inventing, or reinventing, processes that will radically improve the world s climate, and in doing so, change how we live on a daily basis. The capital required to meet stated decarbonization targets is staggering. IEA estimates a need for $69 trillion of capital investment across the global energy ecosystem through 2040. IEA bifurcates this capital into two categories: clean technology and energy 6 Table of Contents efficiency, each of which represent roughly 50% of the $69 trillion of capital. This massive energy transition opportunity, as illustrated by a recent BloombergNEF presentation outlined below, divides the opportunity set into four categories, further separated into twenty distinct opportunity areas: Consistent with our thesis, this opportunity set is projected to see rapid growth through 2030 and beyond, creating strong tailwinds for our target universe, and is further demonstrated by the projected growth rates through 2030 across each of the following categories: Solar. Global installed solar capacity is expected to grow more than 10x through 2030. Energy Storage. Global storage market is expected to grow to greater than $400 billion per year by 2030. Electric Vehicle Sales. Global annual EV unit sales are expected to grow ~12x to ~31 million units per year by 2030. Circular Economy. Global opportunity within the circular economy is expected to total $4.5 trillion per year by 2030. Micromobility. Global micromobility market is expected to grow to $300-$500 billion per year by 2030. Alternative Protein. Global plant-based protein market is expected to grow more than 18x to $85 billion per year by 2030. We believe the BloombergNEF sector framework is a useful, but not exhaustive, guide to the areas that will participate in the transition to a sustainable economy. And, as our management team has relevant experience in most of these areas, we believe we are well positioned to recognize the areas with the most significant growth potential 7 Table of Contents and to quickly identify the industry verticals and opportunities within these areas that will outperform the rest of the market. Our plan is to focus on targets with what we refer to as high-yield business models, which we are defining as solutions across (i) platforms and marketplaces, (ii) software and analytics and (iii) services and financing. Within the aforementioned four industry transition areas, we anticipate analyzing these specific opportunities: Clean Power. We believe there are attractive opportunities related to cleaner and more efficient power generation and consumption, including companies focused on: Making renewable energy more efficient, cost effective, and available to diverse constituencies Monitoring and reducing energy use, particularly through sensors and automation Grid modernization, resilience, and adaptability to distributed energy Energy storage, including behind the meter applications Hydrogen-based solutions and technologies Energy as a Service and other financing innovations to drive adoption of new technologies Advanced Transport. We believe there are numerous attractive areas related to the future of mobility and transportation, including electric vehicle infrastructure and services, as well as: Battery and fuel cell technologies and related management systems Autonomous, connected, and shared vehicles Micromobility and last-mile solutions Electric vertical take-off and landing and drone vehicles Aircraft and marine transportation Logistics solutions that improve the efficiency of moving people and goods Buildings and Industry. We believe there are many disruptive technologies improving the built environment, manufacturing, and heavy industry, including: Internet of Things and related data and analytics Energy efficiency solutions and related financing platforms Artificial intelligence and machine learning Robotics and other automation tools 3D printing and advanced modular manufacturing Virtual and augmented reality Composite and bioplastics and other products/services that enhance sustainability of energy intensive materials Food and agriculture. We believe that there are several relevant areas in this category including: Alternative proteins and next-generation crop science Vertical farming and other innovations in food production The circular economy, including waste to value and other recycling applications Sustainable chemicals and fertilizers that replace fossil-fuel dependent alternatives Digitalization and the other disruptive technologies mentioned above are also transforming the food and agriculture sectors 8 Table of Contents Additionally, while solutions in the above four categories will drive substantial reductions in global CO2 emissions, there is also an emerging category of companies focused directly on carbon removal (e.g., direct air capture) and the tracking of carbon emissions and other emissions attributes. While these negative emission methodologies are more nascent in development, their successful deployment is necessary to meet the goals of the Paris Agreement according to the IEA. Business Strategy Our acquisition and value creation strategy will be to identify, acquire, and, after our initial business combination, build a company focused on expediting the transition to a more sustainable world that complements the experience of our management team and can benefit from their operational expertise and/or executive oversight. Our acquisition strategy will leverage our team s network of potential proprietary and public transaction sources where we believe a combination of our relationships, knowledge, and experience in sustainable methodologies could create noteworthy value for a target company. We plan to utilize the networks and industry experience of Messrs. Shapiro, Leff, Cohens, Hanna and the rest of our management team and sponsor in seeking an initial business combination and employing our acquisition strategy. Over the course of their careers, the members of our management team and their affiliates have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. This network has been developed through our management team s extensive experience in both investing in and operating companies focused on both the transition of traditional industries to more sustainable operations as well as various other transformations that have impacted financial services, real estate, healthcare, technology, and energy. We expect these networks will provide our management team with a robust flow of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potentially interesting leads. Acquisition Criteria Consistent with our business strategy, we have established the following general criteria and guidelines to evaluate prospective target businesses. We will seek out companies that present promising potential for further scalability in conjunction with the following attributes. Our team will use these criteria to guide our assessment of opportunities, though we may decide to enter into an initial business combination with a company that does not meet all of these criteria and guidelines not set forth below. We intend to identify a company or companies with the following attributes: Environmental Impact. Provides a direct impact to the energy transition, creating a clear positive environmental benefit; High-Growth Total Addressable Market. Growing sectors aimed at solving the world s sustainability challenge, where a massive amount of capital, growth and sector scale are required to achieve their business plan; Strong Market Position. Competitively advantaged, with defensible factors such as high barriers to entry, differentiated technology, entrenched customer relationships or other tangible qualities; Societal Benefits. Considers all stakeholders views and, if not already in place, work to establish and follow best-in-class sustainability standards; Best in Class Management Team. Sophisticated management team and inclusive governance structure that combines operational excellence with inspirational leadership capabilities; Sourced through Proprietary Channels. We will seek to acquire a business by leveraging our broad and diverse sourcing platform and do not expect to rely on a broadly marketed process to find a target. Partnership Approach. Accelerate success and drive ongoing value creation; and Shareholder Value. Offers an attractive risk-adjusted returns for stockholders. 9 Table of Contents These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into an initial business combination with a target business that does not meet the above criteria, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the Securities and Exchange Commission, or SEC. Our Acquisition Process In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, in conjunction with a committee of our independent directors, will obtain an opinion from an independent investment banking firm, or, in applicable jurisdictions, from an independent accounting firm, that our initial business combination is fair to us from a financial point of view. Our sponsor, our directors and members of our management team may directly or indirectly own our founder shares, Class A common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officer or director is made a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Our officers, directors and any of their respective affiliates may sponsor or form, or, in the case of individuals, serve as a director or officer of, other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Initial Business Combination Nasdaq listing rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the trust account (excluding any deferred underwriting fees and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of the 80% of net assets test. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair 10 Table of Contents market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Other Considerations We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a specific target business nor have they had any substantive discussions with possible target businesses. We have not (nor have any of our agents or affiliates) substantively engaged with any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive action, directly or indirectly, with any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Corporate Information Our executive offices are located at 1845 Walnut Street, Suite 1111, Philadelphia, PA 19103 and our telephone number is (646) 849-9975. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive 11 Table of Contents compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the aggregate worldwide market value of our Class A common stock that is held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equal or exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the prior June 30th. 12 Table of Contents THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Securities offered 25,000,000 units (28,750,000 if the underwriter s over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-fourth of one redeemable warrant. Proposed Nasdaq symbols Units: SCLEU Class A common stock: SCLE Warrants: SCLEW Trading commencement and separation of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the underwriter informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. Additionally, the units will not be traded after completion of our initial business combination. In no event will the Class A common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriter s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter s over-allotment option. 13 Table of Contents Units: Number outstanding before this offering 0 Number outstanding after this offering 25,000,000(1) Common stock: Number outstanding before this offering 7,187,500 shares of Class B common stock(2) Number outstanding after this offering 31,250,000 shares of Class A common stock and Class B common stock(1)(3) Redeemable Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 5,000,000(4) Number of warrants to be outstanding after this offering and the private placement 11,250,000(5) Exercisability Each whole warrant is exercisable to purchase one share of our Class A common stock, subject to adjustment as provided herein, and only whole warrants are exercisable. We structured each unit to contain one-fourth of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of an initial business combination as compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. ____________ (1) Assumes no exercise of the underwriter s over-allotment option and the forfeiture by our sponsor of 937,500 founder shares. (2) Includes up to 937,500 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is not exercised. (3) Comprised of 25,000,000 shares of Class A common stock and 6,250,000 shares of Class B common stock (or founder shares). The Class B common stock is automatically convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Assumes the underwriter s over-allotment has not been exercised and an aggregate of 937,500 shares of Class B common stock held by our sponsor have been forfeited. If the over-allotment option is exercised in full, there will be a total of 35,937,500 shares of common stock issued and outstanding. (4) Assumes no exercise of the underwriter s over-allotment option. If the over-allotment option is exercised in full, there will be a total of 5,500,000 private placement warrants issued and outstanding. (5) Assumes no exercise of the underwriter s over-allotment option. If the over-allotment option is exercised in full, there will be a total of 12,687,500 warrants issued and outstanding, including an aggregate of 5,500,000 private placement warrants. 14 Table of Contents Exercise price $11.50 per share of Class A common stock, subject to adjustment as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below in Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 and Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described below in Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including our (i) failure to have an effective registration statement by the 60th business day after the closing of the initial business combination as described in the immediately following paragraph or (ii) as a result of a notice of redemption described below under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption rights even if we are unable to register or qualify the underlying securities for sale under the applicable state securities laws. 15 Table of Contents We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause such registration statement to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange and, as such, do not satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; if, and only if, the last reported sale price of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the Reference Value ) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities). 16 Table of Contents We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising holder to pay the exercise price for each warrant being exercised. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our commercially reasonable efforts to register or qualify such shares of common stock under the blue sky laws of those states in which the warrants were offered by us in this offering. None of the private placement warrants will be redeemable by us (except as described below under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ) so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, but only determined by reference to the table set forth under Description of Securities Redeemable Warrants Public Stockholders Warrants based on the redemption date and the fair market value of our Class A common stock (as defined below); if, and only if, the Reference Value equals or exceeds $10.00 per public share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities); and if, and only if, the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the private placement warrants are concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A common stock for the above purpose shall mean the volume-weighted average price of our Class A common stock as reported during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). 17 Table of Contents No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A common stock to be issued to the holder. Please see the section of this prospectus entitled Description of Securities Redeemable Warrants Public Stockholders Warrants for additional information. Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination. Founder shares In November 2020, our sponsor purchased 150,000 founder shares for an aggregate purchase price of $25,000. We effected a 47.91667-for-1 stock split in December 2020 and, as a result, our sponsor holds 7,187,500 founder shares as of the date of this prospectus. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering. As such, our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). Neither our sponsor nor any of our officers or directors have expressed an intention to purchase any units in this offering. Up to 937,500 founder shares will be subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is not exercised so that our initial stockholders will maintain ownership of 20% of our common stock after this offering. We will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to the founder shares prior to consummation of this offering should the size of the offering change, in order to maintain such ownership percentage. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the election of directors prior to our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are shares of Class B common stock that automatically convert into shares of our Class A common stock at the time of our initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; 18 Table of Contents the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering or during any extended time that we have to consummate a business combination beyond 24 months as a result of a stockholder vote to amend our amended and restated certificate of incorporation (an Extension Period ), although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed timeframe. Permitted transferees of the founder shares held by our sponsor, officers and directors would be subject to the same restrictions; pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination. If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. As a result, in addition to our initial stockholders founder shares, we would need only 9,375,001, or 37.5% (assuming all outstanding shares are voted and the over-allotment option is not exercised), or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; and the founder shares are entitled to registration rights. 19 Table of Contents Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described under the section of this prospectus entitled Principal Stockholders Restrictions on Transfers of Founder Shares and Private Placement Warrants ). Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Founder shares conversion and anti-dilution rights The shares of Class B common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon the completion of this offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in the initial business combination, and any private placement-equivalent warrants issued to our sponsor or its affiliates upon conversion of loans made to us). Holders of founder shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be deemed issued for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. 20 Table of Contents Election of directors; voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by a resolution passed by holders of a majority of our Class B common stock. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Each of our directors will hold office for a two-year term. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 5,000,000 private placement warrants (or 5,500,000 warrants if the underwriter s over-allotment option is exercised in full) at a price of $1.50 per whole warrant (including if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each whole private placement warrant is exercisable to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as described in this prospectus. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $250.0 million (or $287.5 million if the underwriter exercises its over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under Description of Securities Redeemable Warrants Public Stockholders Warrants Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees (see Description of Securities Redeemable Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described under the section of this prospectus entitled Principal Stockholders Restrictions on Transfers of Founder Shares and Private Placement Warrants ). 21 Table of Contents Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00, they would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value (as defined below) of our Class A common stock over the exercise price of the warrants by (y) the fair market value. The fair market value shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds from this offering and the sale of the private placement warrants, $250,000,000, or $10.00 per unit ($287,500,000, or $10.00 per unit, if the underwriter s over-allotment option is exercised in full) will be placed into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee. These proceeds include $8,750,000 (or $10,062,500 if the underwriter s over-allotment option is exercised in full) in deferred underwriting commissions. 22 Table of Contents Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our franchise and income tax obligations (less up to $100,000 interest to pay dissolution expenses), the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provision relating to stockholders rights or pre-business combination activity, and (c) the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period, subject to applicable law. Public stockholders who redeem their shares of Class A common stock in connection with a stockholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we are unable to complete an initial business combination within 24 months from the closing of this offering or during any Extension Period with respect to such shares of Class A common stock so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Except as described above with respect to the payment of franchise and income tax obligations, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account, if invested, will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof. Based upon current interest rates, we expect the trust account to generate approximately $250,000 of interest annually assuming an interest rate of 0.1% per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,500,000 in expenses relating to this offering; and 23 Table of Contents any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of an initial business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Nasdaq listing rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the trust account (excluding any deferred underwriting fees and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test; provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. 24 Table of Contents Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their respective affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase public shares or public warrants in such transactions prior to completion of our initial business combination. See Proposed Business Permitted Purchases of Our Securities for a description of how our sponsor, initial stockholders, directors, officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. 25 Table of Contents Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income tax obligations, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights may include the requirement that a beneficial holder must identify itself in order to validly redeem its public shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination or otherwise. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the initial vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System (the DWAC System ), at the holder s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which may include the requirement that a beneficial holder must identify itself in order to validly redeem its public shares. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirements. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while 26 Table of Contents direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. Whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of deferred underwriting commissions (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. 27 Table of Contents If, however, stockholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need only 9,375,001, or 37.5% (assuming all outstanding shares are voted and the over-allotment option is not exercised), or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the initial vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares. 28 Table of Contents Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of deferred underwriting commissions (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against an initial business combination if such holder s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. 29 Table of Contents However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Redemption rights in connection with proposed amendments to our certificate of incorporation Our amended and restated certificate of incorporation provides that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law (the DGCL ) or applicable stock exchange rules. Under our amended and restated certificate of incorporation, we may not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation or on our initial business combination or that would entitle holders thereof to receive funds from the trust account. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, officers, and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provision relating to stockholders rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination. 30 Table of Contents Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination. We will use the remaining funds to pay the underwriter its deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of this offering to complete our initial business combination. If we do not complete our initial business combination within such 24-month period or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period, as may be extended by any Extension Period. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period. However, if our initial stockholders acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period. 31 Table of Contents The underwriter has agreed to waive its rights to its deferred underwriting commissions held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, non-cash payments, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with, any services rendered in order to effectuate the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: Repayment of a loan of up to an aggregate of $300,000 made to us by our sponsor to cover offering related and organizational expenses; Payment of $20,000 per month for office space, utilities, secretarial support and administrative services; Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $2,000,000 of such loans may be convertible into warrants, at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such working capital loans by our sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled Management Committees of the Board of Directors Audit Committee. 32 Table of Contents Conflicts of interest Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. For more information, see the section entitled Management Conflicts of Interest. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers, directors or members of our sponsor will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. 33 Table of Contents Risks We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see the section of this prospectus entitled Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. December 31, 2020 Actual Balance Sheet Data: Working capital $ (40,331 ) Total assets $ 89,331 Total liabilities $ 65,331 Stockholders equity $ 24,000 If our initial business combination is not completed within 24 months from the closing of this offering or during any Extension Period, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within such 24-month time period or during any Extension Period. 34 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001838814_juniper_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001838814_juniper_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0a86ebc84eebf9e07d02131dd75cb100694197d9
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001838814_juniper_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: we, us, our or our company are to Juniper II Corp.; advisors refers to our strategic advisors identified herein; common stock are to our Class A common stock and our Class B common stock, collectively; DGCL are to the Delaware General Corporation Law, as the same may be amended from time to time; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our officers and directors, and directors are to our current directors and director nominees; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; and sponsor are to Juniper II Management, LLC, a Delaware limited liability company, which is owned and controlled by Roger Fradin, our Chairman. Each unit consists of one share of Class A common stock and one-half of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. OUR COMPANY We are a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS Subject to Completion, Dated October 25, 2021 Juniper II Corp. $225,000,000 22,500,000 Units Juniper II Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We intend to focus our search for a target business in the industrial sector. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. The warrants will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriters a 45-day option to purchase up to an additional 3,375,000 units to cover over-allotments, if any. We will provide our stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares throughout this prospectus, subject to the limitations described herein. If we are unable to complete our business combination within 18 months from the closing of this offering (or 24 months from the closing of this offering, if we extend the period of time to consummate a business combination, subject to our sponsor depositing additional funds into the trust account as described in more detail in this prospectus), we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Juniper II Management, LLC (which we refer to as our sponsor throughout this prospectus), will purchase an aggregate of 12,000,000 warrants (or 13,350,000 warrants if the underwriters over-allotment option is exercised in full) at a price of $1.00 per whole warrant ($12,000,000 in the aggregate, or $13,350,000 if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants as the private placement warrants throughout this prospectus. Each whole private placement warrant is exercisable to purchase one whole share of our Class A common stock at $11.50 per share. Our initial stockholders currently own 6,468,750 shares of our Class B common stock (up to 843,750 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). We refer to these shares of Class B common stock as the founder shares throughout this prospectus. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding Table of Contents business combination. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus our search within the industrials sector, where we believe our management team has a competitive advantage due to their prior experiences and roles. We intend to focus our search efforts on North American-based targets with an aggregate enterprise value of $1 billion to $2 billion. We believe our management team is well positioned to identify attractive businesses within the industrials sector that would benefit from access to the public markets and the skills of our management team. Our objective is to consummate our initial business combination and enhance shareholder value by helping to identify and recruit effective management, enhance existing business models and strategic planning, identify and complete follow-on acquisitions, implement operational improvements, and expand product offerings and geographic footprint. We expect to utilize our management team s experience and network to achieve their objectives. We intend to focus on evaluating established companies with leading competitive positions, strong management teams, and long-term potential for growth and profitability. OUR FOUNDERS, MANAGEMENT, AND BOARD OF DIRECTORS We believe our management team has substantive experience across many different types of businesses, and a proven track record of working together to acquire and operate product, solution, and service-oriented businesses across the commercial, industrial, and residential end markets. We believe their robust skillsets and deep industry experience will allow them to apply their expertise and create shareholder value across a wide range of potential target companies. Roger Fradin serves as the Chairman of our Board of Directors. Mr. Fradin has over 40 years of experience acquiring, building, and leading a diverse set of industrial businesses. Mr. Fradin began his career at Pittway Corporation where he held a variety of roles of increasing responsibility, including President and Chief Executive Officer of the Security and Fire Solutions segment, and helped lead an entrepreneurial team which transformed Pittway into a $2 billion world leader in electronic security and fire systems. In 2000, Pittway was acquired by Honeywell International Inc. (NYSE: HON), or Honeywell. Shortly thereafter, Mr. Fradin assumed the role of President and Chief Executive Officer of Honeywell Automation and Control Solutions, or ACS. In this role, Mr. Fradin transformed ACS from a business with $7 billion in sales in 2003 focused predominantly on the U.S. market to a $17 billion in sales (as of 2014) global business leader in the development and manufacture of environmental controls, life safety products, and building and process solutions. From 2000 to 2017, Mr. Fradin oversaw, directed, and integrated the acquisition of over 60 companies at Honeywell, aggregating billions of dollars in deal value. Mr. Fradin s strategy and execution for ACS helped deliver more than $85 billion of value to Honeywell s shareholders. During his tenure at Honeywell, Mr. Fradin also served as Vice Chairman of Honeywell where he was responsible for acquisition strategy for all of Honeywell. Mr Fradin also was responsible for a large advanced research & technology organization that executed many classified programs, as well as inventing many core new technologies such as Honeywell s quantum computer offering. After retiring from Honeywell, Mr. Fradin was named Chairman of Resideo Technologies, Inc. (NYSE: REZI), or Resideo, a leading provider of home comfort and security solutions. At Resideo, Mr. Fradin recruited the Chief Executive Officer, senior management team, and Board of Directors as well as installed all public company board processes and procedures. Mr. Fradin also currently serves as a director of Janus International Group, Inc. (NYSE: JBI) ( Janus ), a position he has held since the consummation in June 2021 of Janus business combination with Juniper Industrial Holdings, Inc. ( Juniper Industrial ), where Mr. Fradin served as the Chairman of the board of directors of from August 2019 to June 2021 and as Chief Executive Officer from August 2019 to January 2020. In addition to Resideo and Janus, Mr. Fradin currently sits on the boards of L3Harris Technologies Inc. (NYSE: LHX), Vertiv Holdings Co (NYSE: Table of Contents upon completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination). Prior to our initial business combination, only holders of our Class B common stock will be entitled to vote on the election of directors. Currently, there is no public market for our units, Class A common stock or warrants. We have applied to have our units listed on the New York Stock Exchange, or NYSE, under the symbol JUN.U on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Morgan Stanley & Co. LLC and UBS Securities LLC inform us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on the NYSE under the symbols JUN and JUN WS, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See the section of this prospectus entitled Risk Factors beginning on page 36 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 225,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 12,375,000 Proceeds, before expenses, to Juniper II Corp. $ 9.45 $ 212,625,000 (1) Includes $0.35 per unit, or $7,875,000 (or up to $9,056,250 if the underwriters over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, as described in this prospectus. See the section of this prospectus entitled Underwriting. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $229.5 million, or approximately $263.9 million if the underwriters over-allotment option is exercised in full, ($10.20 per unit) will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and $3.0 million, after payment of underwriting discounts and commissions (excluding the deferred portion), will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Except with respect to amounts released to us to pay our franchise and income tax obligations, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest to occur of (a) the completion of our initial business combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months (or 24 months, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) from the closing of this offering, or (ii) with respect to any other provisions relating to the rights of holders of our Class A common stock, and (c) the redemption of our public shares if we are unable to complete our business combination within 18 months (or 24 months, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Morgan Stanley UBS Investment Bank , 2021. Table of Contents VRT), or Vertiv, and several of The Carlyle Group s, or Carlyle, portfolio companies in his capacity as a Carlyle Operating Executive. He also previously served as a member of the board of directors for each of MSC Industrial Direct Co., Inc. (NYSE: MSM) ( MSC ) and Pitney Bowes, Inc. (NYSE: PBI). Murray Grainger serves as our Chief Executive Officer and as a member of our Board of Directors. Mr. Grainger has over 25 years of global industrial experience within general management, corporate finance, mergers, acquisitions and integrations, strategic planning, and technology investing. Mr. Grainger began his career at ITT Industries, where he held engineering, product management, investor relations and corporate development roles across Sweden, Australia and the United States. Mr. Grainger joined Honeywell International Inc. (NYSE: HON) in 2004 and over the course of his 17 year career held a number of leadership roles across Honeywell s global businesses and functions. During his tenure at Honeywell, Mr. Grainger served as Vice President of Investor Relations, where he led partnerships with external stakeholders including the buy- and sell-side analyst community and built strong relationships with internal stakeholders, including Mr. Fradin and other senior leaders, to develop expert knowledge of the company and serve as a trusted advisor to share the Wall Street perspective. Mr. Grainger also served Chief Financial Officer for Honeywell s Specialty Products strategic business unit and General Manager for the Advanced Fibers and Composites businesses. Mr. Grainger was a member of Honeywell s Global M&A team and subsequently Vice President of Business Development and M&A for Honeywell s ACS segment, its largest business unit. In these roles, Mr. Grainger aided or led multiple buy- and sell-side transactions including Novar plc, Universal Oil Products (UOP) and Intelligrated, among others, and partnered directly with Mr. Fradin on several of these transactions in his capacity as President and CEO of ACS and Vice Chairman of Honeywell. Most recently, Mr. Grainger was the founding Managing Director and Global Head of Honeywell Ventures, based in Silicon Valley, where he built one of the leading corporate venture capital programs in the industrials sector, making more than 30 investments across emerging technology areas including robotics and advanced manufacturing, artificial intelligence/machine learning ( AI/ML ), cybersecurity, urban air mobility, worker productivity and quantum computing. Noah Kindler serves as our Chief Financial Officer and Chief Technology Officer. Mr. Kindler has over 20 years of experience as a technology and strategy executive. He has deep experience identifying and working with early stage technology companies. Early in his career, he served as a consultant at McKinsey & Company, where he advised Fortune 500 companies globally and won awards for innovation. He then joined Avira, a multinational security company where he was the President of the Americas and the VP of Technology/Operations where he focused on growing their market share in the US, where they would eventually be acquired by Symantec. He later joined Knotel in 2015, a property-technology leader, where he served until May 2018 as a general manager and drove substantial sales growth. From May 2018 to August 2019, Mr. Kindler was a member of the senior leadership of Canoo, Inc. (NASDAQ: GOEV), joining as one of its first employees, in charge of the Silicon Valley office and responsible for the internet enabled software within the vehicle while it grew to an eventual successful merger with Hennessy Capital Acquisition Corp IV. In August 2019, Mr. Kindler joined ConcertVDC, Inc. as a founding board member and where he is currently Chief Product Officer. He also serves as a long tenured advisor at the Stanford technology accelerator, StartX. Mitchell Jacobson has agreed to serve as a member of our Board of Directors. Mr. Jacobson began his career in 1976 at MSC, a premier distributor of Metalworking and Maintenance, Repair and Operations ( MRO ) products and services to industrial customers throughout North America. In 1995, Mr. Jacobson was appointed President and Chief Executive Officer of MSC and served as President until 2003 and Chief Executive Officer until 2005. Mr. Jacobson became Chairman of the Board of MSC in 1998 and transitioned to Non-Executive Chairman in 2013, where he continues to serve today and remains active in ongoing growth initiatives. Mr. Jacobson has served as Director of Ambrosia Holdings, L.P. (the holding company of TriMark USA, the country s largest provider of equipment, supplies, and design services to the foodservices industry) since 2017, and previously served as a Director of Juniper Industrial from November 2019 to June 2021, and as a member of the Board of Directors at HD Supply Holdings, Inc. (NASDAQ: HDS) from 2007 to 2013. Table of Contents Mark Levy has agreed to serve as a member of our Board of Directors. Mr. Levy has over 20 years of experience within the industrials sector and has deep expertise in building businesses, developing customer relationships, and executing lean manufacturing. From 2000 to 2014, Mr. Levy served as President and Chief Executive Officer of Honeywell Life Safety where he led the transformation of the business into a global leader in commercial fire alarm systems, gas detection, and industrial-grade personal protection equipment. During his tenure at Honeywell Life Safety, in which he worked very closely with Mr. Fradin, Mr. Levy executed over 10 acquisitions, a crucial factor to the segment s growth. Mr. Levy currently serves as member of the Board of Directors at Quexco, Inc, Eco-Bat Technologies, Sciens Building Solutions and Laticrete International, and as Co-Chairman of the Board of Directors at Potter Electric Signal Co. Mr. Levy also served as a director of Juniper Industrial from November 2019 to June 2021. Andrew Teich has agreed to serve as a member of our Board of Directors. Mr. Teich has over 35 years of experience in the industrial technology sector. In June 2017, after 33 years with the company, Mr. Teich retired as the President and Chief Executive Officer of FLIR Systems, Inc. (NASDAQ: FLIR), a position he had held since 2013. FLIR is a designer, manufacturer, and marketer of thermal imaging and stabilized airborne camera systems for a wide variety of applications in the commercial, industrial, and government markets. Mr. Teich joined FLIR in 1999 as Senior Vice President, Marketing, and held various positions within FLIR since that time, including President of Commercial Vision Systems and President of Commercial Systems. During Mr. Teich s tenure at FLIR, the market capitalization grew from approximately $60 million to more than $6 billion Prior to joining FLIR, Mr. Teich held various positions at Inframetrics, Inc. (acquired by FLIR in 1999), including Vice President of Sales and Marketing. Mr. Teich served on the board of directors of FLIR from July 2013 until his retirement in June 2017. Throughout his career, Mr. Teich has been involved in more than 25 technology company acquisitions, is listed as an inventor on more than 50 patents and became known in the industry as a principal innovator of commercial and military thermal imaging and successfully expanded into visible, radar, sonar, near infrared, and CBRNE (Chemical, Biological, Radiological, Nuclear, and Explosive) technologies and markets. Mr. Teich has served as a director of Sensata Technologies Holdings plc (NYSE: ST), a multinational automotive and industrial sensing company, since May 2014, and as the Chairman of the board since July 2019. In October 2018, he joined the board of directors of Resideo Technologies, Inc. (NYSE: REZI), where he is currently the lead independent director. Experience with a Special Purpose Acquisition Vehicle Our management team has previous experience in the execution of a public acquisition vehicle. Mr. Fradin was appointed to the board of directors of GS Acquisition Holdings Corp., a special purpose acquisition company, in connection with its initial public offering in June 2018. GS Acquisition Holdings Corp. consummated its initial business combination with Vertiv Holdings, LLC in February 2020. The Class A common stock of the combined company, Vertiv Holdings Co, is traded on the NYSE under the symbol VRT. Mr. Fradin continues to serve as a member of the board of directors Vertiv following the consummation of the business combination. In addition, an affiliate of our sponsor formed and sponsored Juniper Industrial Holdings, Inc., a special purpose acquisition company formed for substantially similar purposes as our company that completed its initial public offering in November 2019. Each of Messrs. Fradin, Jacobson and Levy previously served on the board of directors of Juniper Industrial until the consummation of its initial business combination, with Mr. Fradin serving as Chairman and formerly as Juniper Industrial s Chief Executive Officer. On December 21, 2020, Juniper Industrial entered into a business combination agreement with affiliates of Janus International Group, Inc. (f/k/a Janus Parent, Inc.) ( Janus ) to acquire Janus, which business combination was consummated on June 7, 2021. Janus is the leading global manufacturer and supplier of turn-key self-storage, commercial and industrial building solutions, including: roll up and swing doors, hallway systems, re-locatable storage units, and facility and door automation technologies. Table of Contents Our directors and officers or their respective affiliates may in the future to become affiliated with other public special purpose acquisition companies that may have acquisition objectives that are similar to ours, including potentially during the period in which we are seeking an initial business combination. Our management team is not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating time among various business activities. See Risk Factors Our officers and directors may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented. The past performance of, or businesses associated with, our management team, including Juniper Industrial Holdings, Inc., is not a guarantee of either (i) success with respect to a business combination that we may consummate or (ii) that we will be able to successfully identify and execute a transaction. You should not rely on the historical record of such parties as indicative of our future performance. See Risk Factors Past performance by, or business associated with, our management team, including Juniper Industrial Holdings, Inc., is not indicative of future performance of an investment in us. In addition, members of our management team may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. For a list of our directors and executive officers and entities for which a conflict of interest may or does exist between such persons and the company, please refer to Management Conflicts of Interest. OUR ADVISORS Our experienced strategic advisors will assist our management team in search of suitable acquisition targets following the consummation of this offering. They are as follows: Darius Adamczyk has agreed to serve as one of our advisors. Mr. Adamczyk is a proven business leader with significant experience in executive leadership positions. Mr. Adamczyk has been the Chairman and Chief Executive Officer of Honeywell since April 2018. Mr. Adamczyk was President and Chief Executive Officer of Honeywell from March 2017 to April 2018 and Chief Operating Officer of Honeywell from April 2016 to March 2017. From April 2014 to April 2016, Mr. Adamczyk served as President and CEO of Honeywell Performance Materials and Technologies ( PMT ). Prior to serving as President and CEO of PMT, Mr. Adamczyk served as President of Honeywell Process Solutions from 2012 to 2014 and as President of Honeywell Scanning and Mobility from 2008 to 2012. Mr. Adamczyk joined Honeywell in 2008 when Metrologic, Inc., where he was the Chief Executive Officer, was acquired by Honeywell. Prior to Metrologic, Mr. Adamczyk held several general management assignments at Ingersoll Rand, served as a senior associate at Booz Allen Hamilton, and started his career as an electrical engineer at General Electric. Bill Fradin has agreed to serve as one of our advisors. Mr. Fradin has over 15 years of experience as a finance and investment professional. Since November 2019, Mr. Fradin has served as Executive Vice President of Osprey Technology Acquisition Corp. (NYSE:SFTW), which has entered into a business combination agreement with BlackSky Holdings, Inc., a leading real-time geospatial intelligence, imagery, and data analytics company. In addition, Mr. Fradin is a Managing Partner and Founder at Seal Rock Partners, a family-backed private equity firm, and a Managing Director and Co-Founder at HEPCO Capital Management, LLC, a multi-SPAC sponsor. Prior to founding Seal Rock Partners, Mr. Fradin was an investment professional at JLL Partners. Mr. Fradin is the son of Roger Fradin, our Chairman. We currently expect our advisors to (i) provide guidance to us in the completion of this offering, (ii) assist us in sourcing and negotiating with potential business combination targets, (iii) provide business insights when we assess potential business combination targets and (iv) upon our request, provide business insights as we work to create additional value in the businesses that we acquire. In this regard, our advisors will fulfill some of the Table of Contents same functions as our board members. However, our advisors have no written advisory agreement with us, nor do they have any other employment arrangements with us. Moreover, our advisors will not be under any fiduciary obligation to us nor will they perform board or committee functions, nor will they have any voting or decision making capacity on our behalf. Our advisors will not be required to devote any specific amount of time to our efforts or be subject to the fiduciary requirements to which our board members are subject. Accordingly, if our advisors become aware of a business combination opportunity which is suitable for any of the entities to which they have fiduciary or contractual obligations, they will honor their fiduciary or contractual obligations to present such business combination opportunity to such entity, and will not be under any obligation or duty to present any such business combination opportunity to us. We may modify or expand our roster of advisors as we source potential business combination targets or create value in businesses that we may acquire. COMPETITIVE STRENGTHS We will seek to capitalize on the significant experience and network of Roger Fradin, our Chairman, Murray Grainger, our Chief Executive Officer, and Noah Kindler, our Chief Financial Officer and Chief Technology Officer, as well as the other members of our Board of Directors in consummating an initial business combination. Our competitive strengths and factors that we believe will contribute to our ability to execute a transaction include the following: Leading Operating Executives: Mr. Fradin has over 40 years of experience in operating industrial companies. Mr. Fradin served 17 years as a top executive at Honeywell, a Fortune 100 industrial technology company that delivers industry-specific solutions including aerospace products and services, control technologies for buildings and industry, and performance materials globally. Mr. Fradin has a highly successful track record of recruiting and building leadership teams, growing companies at above market rates, improving business operations, expanding margins, maximizing cash flow, and generating robust return on capital. Mr. Fradin was instrumental in co-creating the signature Honeywell Operating System, an integrated program built on Six Sigma principles to drive sustainable safety, quality, delivery, cost, and inventory improvement among Honeywell businesses. During Mr. Fradin s time at Honeywell, he expanded the business into new markets, drove global expansion, built first-rate leadership teams and executed strategic M&A, including partnering with Mr. Grainger on numerous transactions, to enhance shareholder value. Following Honeywell s acquisition of Intelligrated, Mr. Grainger was then selected to lead the Integration of Intelligrated, where he spearheaded a global, multi-functional team that set the stage for more than 200% business growth under the first three years of Honeywell s ownership. In addition to the valuable experience of Messrs. Fradin and Grainger, Mr. Kindler brings a wealth of broad and deep technology expertise in areas relevant to our initial business combination criteria and a history of working with emerging growth companies. We believe the notable expertise of Messrs. Fradin and Grainger within the industrials sector, as well as Mr. Kindler s experience with emerging growth companies, will allow our management team to evaluate and prioritize potential opportunities relevant to Mr. Fradin s background with growth potential. Deep Deal Execution Experience: Mr. Fradin is both highly experienced in mergers and acquisitions across a wide variety of industrial sectors. He has successfully identified, executed and integrated highly synergistic transactions within a variety of product categories including, but not limited to, fire and security, gas detection, safety products, building and HVAC controls, building services, home automation, low voltage products and distribution, sensing and control products, data capture technologies, warehouse automation, supply chain software, process automation, automotive products, field instrumentation and metering. During his tenure at Honeywell, Mr. Fradin was responsible for consummating over 60 discrete acquisitions at attractive net multiples that contributed billions in revenue and represented over $20 billion of capital deployed. Mr. Fradin was instrumental in the creation of several new verticals within Honeywell including Scanning & Mobility Technology, Life Safety/Gas Detection, and Warehouse Automation. In his various roles at Honeywell, Mr. Grainger Table of Contents aided or led multiple buy- and sell-side transactions, partnering directly with Mr. Fradin on numerous transactions in his capacity as President and CEO of ACS and Vice-Chairman of Honeywell. We believe the extensive track records of executing deals possessed by Messrs. Fradin and Grainger, as well of their history of successful collaboration on deal execution, will allow our management team to execute an efficient and successful business combination. Highly Leverageable Network: We intend to source initial business combination opportunities through our management team s extensive network of industrial sector business owners, public and private company executives and board members, investment bankers, private equity and debt investors, high net worth families and their advisors, commercial bankers, attorneys, management consultants, accountants and other transaction intermediaries. Additionally, Mr. Fradin holds the highest level of security clearance approved by the U.S. government, which broadens the scope of potential acquisition targets, especially in regard to companies that perform government, defense, and/or classified work. We believe leveraging this vast network, together with Mr. Kindler s experience identifying and developing emerging growth companies and Messrs. Fradin s and Grainger s recognized track records of completing acquisitions across a variety of categories within the broader industrials sector, will provide meaningful opportunities to drive value creation for our shareholders. Our Board of Directors: Our directors have experience with acquisitions, divestitures and corporate strategy and implementation, as well as the public markets, which we believe will significantly benefit us as we evaluate potential initial business combination candidates as well as, to the extent they remain on our board of directors, following the completion of our initial business combination. BUSINESS COMBINATION CRITERIA Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We expect to conduct a comprehensive due diligence review which will include, among other things, management and employee meetings, review of financial information, facility inspection, and an extensive review of all other material target company information. We intend to use these criteria as guidelines in evaluating potential acquisition opportunities, but an acquisition may be executed even if it does not meet our guidelines. Focus on companies within the industrials sector such as those within aerospace (including clean aviation), defense, automation, building products and construction, business services, capital goods, distribution, industrial services, industrial technology, packaging, safety and security, and supply chain / logistics, among others. We intend to evaluate emerging growth opportunities within the industrial sector and to seek businesses that are currently North American-centric with unrealized potential for global expansion. Additionally, we believe our management team s deep industry experience and vast network will allow us to identify undervalued assets where we can accelerate operational improvements, organic revenue growth, and potential acquisition opportunities to drive shareholder value. Identify market leaders within their particular industries that also have distinguished technologies or proprietary processes that differentiate them from their competitors. Our management team has a track record of identifying market leading technologies across the industrials spectrum and an affinity for businesses with strong brands, mission-critical offerings, and often times an electronic or software foundation. Seek opportunities with an attractive financial profile that can be enhanced with the targeted expertise of our management team. While this may include businesses with sound histories of growth and profitability, we may also target underperforming businesses that we believe will benefit from new ownership and the implementation of enhanced operating efficiencies. Table of Contents Seek channel-based businesses with end-user connections (i.e., businesses that sell through a dealer/installer network of end-users). Our management team has deep experience with this go-to-market approach. Target platforms that can be expanded through bolt-on M&A and/or through targeted capital deployment, such as those within fragmented markets. Focus on businesses that offer a degree of market strength or competitive advantages through regulation, strong brands, channel access, and/or superior technology. Seek target businesses that have a strong leadership team that may benefit from the additional industry expertise of our management team. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission, or the SEC. OUR ACQUISITION PROCESS In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our operational and capital allocation experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Members of our management team will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. In particular, because the founder shares were purchased at approximately $0.003 per share, the holders of our founder shares (including members of our management team that directly or indirectly own founder shares) could make a substantial profit after our initial business combination even if our public stockholders lose money on their investment as a result of a decrease in the post-combination value of their shares of common stock (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination). See Risk Factors Since our officers and directors will be eligible to share in a portion of any appreciation in founder shares purchased at approximately $0.003 per share, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Table of Contents We currently do not have any specific transaction under consideration with a target business with which to consummate our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities including duties pursuant to which such officer or director may be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Our executive officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including in connection with Mr. Fradin s service as a director of Janus, a position he has held since the consummation in June 2021 of the business combination between Janus and Juniper Industrial, a special purpose acquisition company that, like us, was focused on the industrial sector. See Risk Factors Our officers and directors may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented. INITIAL BUSINESS COMBINATION We will have until 18 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 18 months, we may extend the period of time to consummate a business combination for six months (for a total of 24 months to complete a business combination) without submitting such proposed extension to our stockholders for approval or offering our public stockholders redemption rights in connection therewith. Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company, in order to extend the time available for us to consummate our initial business combination for an additional six months, our sponsor or its affiliates or designees must deposit into the trust account $2,250,000, or up to $2,587,500 if the underwriters over-allotment option is exercised in full ($0.10 per unit in either case), on or prior to 18-month anniversary of the closing of this offering. Any such payments would be made in the form of a loan that will be non-interest bearing and payable upon the consummation of our initial business combination. We will issue a press release announcing any extension, at least three days prior to the deadline. In addition, we will issue a press release the day after the deadline, announcing whether the funds have been timely deposited. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. If we do not complete a business combination, we will not repay such loans. We will only be able to effectuate one such extension and only for an additional six months. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. The requirement that the target business or businesses Table of Contents together have an aggregate fair market value of at least 80% of the assets held in the trust account will be set forth in our amended and restated certificate of incorporation, and will continue to apply to us even if our securities are no longer listed on the NYSE. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. CORPORATE INFORMATION Our executive offices are located at 3790 El Camino Real #818, Palo Alto, California 94306, and our telephone number is (650) 292-9660. Upon completion of this offering, our corporate website address will be www.juniperii.com. Our website and the information contained on, or that can be accessed through, the website is not considered part of, and is not deemed to be incorporated by reference in, this prospectus or the registration statement of which this prospectus forms a part. You should not rely on any such information in making your decision whether to invest in our securities. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. Table of Contents In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our shares of Class A common stock held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million during such completed fiscal year and the market value of our shares of Class A common stock held by non-affiliates did not exceed $700 million as of the prior June 30. Table of Contents THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001838876_geosolar_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001838876_geosolar_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..236481e11717bfa9498ab84c9c5a6e97e6aa43fe
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001838876_geosolar_prospectus_summary.txt
@@ -0,0 +1 @@
+II-1 A.The Company relied upon the exemption provided by Rule 504 of the Securities and Exchange Commission in connection with the sale of these shares. There was no general solicitation in connection with the sale of these shares. The persons who acquired these securities acquired them for their own accounts. The securities cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission was paid in connection with the sale of these securities. B.The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with sale of these securities. The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company s operations. There was no general solicitation in connection with the sale of these securities. The persons who acquired these securities acquired them for their own accounts. The securities cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission was paid in connection with the sale of these securities. Item 16. Exhibits and Financial Statement Schedules The following exhibits are filed with or incorporated by referenced in this report: Item No. Description 3.1 * Articles of Incorporation 3.2 * Bylaws of the Company 3.3 * Form of Warrant sold to private investors 3.4 * Equity Incentive Plan 5* Opinion of Counsel 10.1 * Separation Agreement with Fourth Wave Energy, Inc. 23.1 Consent of Malone Bailey, LLP __________________ *Filed with Amendment 1 to this Registration Statement Item 17.Undertakings The undersigned registrant hereby undertakes: 1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: i. To include any prospectus required by Section 10 (a)(3) of the Securities Act: ii. To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. II-2 2) That, for the purpose of determining any liability under the Securities Act of 1933 (the "Act"), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3) To remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: i. If the registrant is relying on Rule 430B: A. Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and B. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or ii. If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. II-3 5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001838937_zhangmen_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001838937_zhangmen_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001838937_zhangmen_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001839569_fintech_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001839569_fintech_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bfe631b9cb84af33b475ad58fbc3b86e58d1b48d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001839569_fintech_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: amended and restated memorandum and articles of association are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering; company, our company, we, our or us are to FinTech Evolution Acquisition Group, a Cayman Islands exempted company; Companies Act are to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time; equity-linked securities are to any securities of our company which are convertible into or exchangeable or exercisable for, ordinary shares of our company; founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and, unless the context otherwise requires, our Class A ordinary shares issued upon the conversion thereof as provided herein; initial shareholders are to the holders of our founder shares prior to this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our officers and directors (including our director nominees who will become directors upon consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; public warrants are to the redeemable warrants sold as part of the units in this offering (whether they are subscribed for in this offering or in the open market); private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to our Class A ordinary shares offered as part of the units in this offering (whether they are subscribed for in this offering or thereafter in the open market); public shareholders are to the holders of our public shares; sponsor are to Fintech Evolution Sponsor LLC, a Delaware limited liability company; and warrants are to our redeemable warrants, which include the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees. All references in this prospectus to our shares being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Our sponsor holds an aggregate of 5,750,000 founder shares (up to 750,000 shares of which are subject to surrender depending on the extent to which the underwriters over-allotment option is exercised). All references in this prospectus to our share dividends shall take effect as share capitalizations as a matter of Cayman Islands law. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Unless 1 Table of Contents we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Registered trademarks referred to in this prospectus are the property of their respective owners. General We are a newly incorporated Cayman Island exempted company ( Company or FinTech Evolution Acquisition Group ) structured as a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination in any sector, we intend to focus our efforts on Financial Technology and technology-enabled services ( FinTech ) businesses that offer specific technology solutions, broader technology software, or services/products to the Financial Services industry. Investment Thesis Change is sweeping through Financial Services, driven by powerful forces: demographic, behavioral, regulatory and most of all, technology. How consumers and enterprises manage money and risk is evolving. In parallel, the relationships these customers have with their Financial Services providers are also changing. These changes are significantly impacting both Business to Consumer (B2C) businesses and Business to Business (B2B) businesses. Additionally, the ongoing COVID-19 pandemic has further accelerated digital transformation, catapulting both consumers and businesses several years into the future in terms of usage and dependency on technology. Companies that can adapt their strategies and harness technology to navigate this change will likely prosper; those that cannot will often flounder. These trends are making Fintech a significant destination for investment capital. Metrics such as venture capital (VC) funding and M&A activity are growing. FinTech companies are opting to stay private longer due to the increased availability of late stage VC and growth private equity (PE) funding. The number of private global FinTech unicorns has expanded by approximately 3.5 times since 2015. In parallel, many quality companies have been taken private by PE firms in recent years. Simultaneously, the demand in public markets for small cap growth has increased. Public market investors are seeking access to innovative private FinTech companies with strong growth prospects. Because of this demand, the valuation multiples of quality companies can often expand as they transition from the private to public markets. There have been several significant FinTech successes (for example, Stripe, Square and Chime) and there will likely be many more in the future. However, not all early Fintech innovators and disruptors have lived up to their initial promise. It s not that they did not have innovative ideas or talented ambitious teams or experienced investors. So, what caused them to stumble? Some have been unable to adapt their strategies to the pace of change, others unable to execute at scale and yet others have fallen afoul of regulatory compliance requirements. Therefore, despite the secular tailwinds, investors need to be very discerning. Our beliefs and our mission We believe that FinTech will remain fertile ground to deploy capital, but as mentioned above, in a highly discerning manner. Thoughtfully designed blank check companies (SPACs) can be an effective way for public markets investors to obtain relatively early access to FinTech companies (and often superior to alternatives such as IPOs and direct listings). However, the competition for quality companies has increased as has the amount of capital targeting FinTech opportunities; and valuation expectations can be high. Therefore, while initial deal structuring and financial engineering are important, the vast majority of long-term value will be created after the business combination. Realizing this, we believe astute investors and management teams of quality companies are likely to favor SPAC sponsors with deep operating experience. 2 Table of Contents Based on these beliefs, we have crafted a clear mission and have carefully assembled a team of proven business leaders with the relevant expertise to accomplish our mission. Our mission is two-fold: Provide public market investors access to a high quality private FinTech business Post the business combination, apply our deep operating expertise to help the management team create significant long-term value for all investors To accomplish our mission, our approach is to: Leverage our team s extensive industry networks to identify a private FinTech company with: The potential to be a public company A talented, ambitious management team Realistic value creation opportunities that we can help unlock Consummate the combination by demonstrating to the management team: Our deep understanding of their sector/business Our collaborative approach and our willingness to align incentives Our successful prior operating track record of business growth and value creation, and our ability to add value post combination Post the business combination, apply our field-tested operating experience to accelerate growth and create value Earn the right to work with our investors again Our Leadership Team We are passionate about FinTech and helping build outstanding FinTech businesses. Our leadership team consists of officers and a Board of Directors with decades of experience identifying, investing/acquiring and operating leading companies in the Financial Technology and Financial Services industry. We have deep domain expertise across FinTech, particularly within specific sub-sectors (notably asset/wealth management and related technology, payments, brokerage and capital markets, exchanges and market infrastructure, insurance, retail and commercial banking, and SMB finance). We have extensive professional networks in FinTech: across operating executives, board members, entrepreneurs, industry experts, investors and advisors. Our Board of Directors will be supported by distinguished senior advisors who will assist us in sourcing and negotiating with potential business combination targets, (ii) provide their business insights when we assess potential business combination targets, including targets in and related to the FinTech industry, and (iii) upon our request, provide their business insights as we work to create additional value in the businesses that we acquire. Our leadership team is widely respected across the Financial Services and FinTech industry as capable, trustworthy business leaders. We have known and worked successfully with each other for decades and have mutual trust and respect. We have created significant value in our past responsibilities (for example, the sale of Barclays Global Investors (BGI) to BlackRock for over $13 billion). While we have significant transactional experience, we are not solely deal makers. We are seasoned operators who will directly apply our expertise and invest our time to grow the business combination. We are not relying on hired professionals; the business combination will be our focus. 3 Table of Contents Our leadership team includes: Rohit Bhagat, Chief Executive Officer Rohit Bhagat s career has spanned Financial Services & FinTech. Mr. Bhagat s experience provides what we believe is the ideal combination of C-suite level operating experience, deep expertise in business strategy formation, a broad network of industry veterans, and astute awareness of the FinTech sector within the US and globally. In addition to Mr. Bhagat s role as CEO of FinTech Evolution Acquisition Group, his current responsibilities include: Non-executive Chairman, PhonePe; Independent Director, AssetMark, Inc. (NYSE: AMK); Independent Fund Trustee, Franklin Templeton; Independent Director, Axis Bank; and Senior Financial Technology Advisor, B Capital Group. Mr. Bhagat previously served as Chairman (Asia Pacific) at BlackRock, as Global Chief Operating Officer at Barclays Global Investors (BGI), and as Senior Partner at Boston Consulting Group (BCG) with responsibilities as co-head of US Financial Services and Managing Director, India. Having scaled up businesses of varying sizes, Mr. Bhagat understands the needs and challenges of growth-oriented businesses, particularly in highly regulated industries. Mr. Bhagat has significant transactional experience (across M&A, IPO and JVs), including the landmark sale of BGI / iShares to BlackRock in 2009 and the AssetMark IPO in 2019. Mr. Bhagat has previously served on the boards of Flipkart Private Ltd. and Capital Float, on subsidiary boards at BlackRock and Barclays, and has advised firms such as Schwab, SoFi, Intuit, eBay, Visa, Wells Fargo and BNP Paribas/Bank of the West. Charles Goldman, Non-Executive Chairman of the Board and Independent Director Charles Goldman is a serving public company CEO, who took the company public in 2019. Mr. Goldman has led and grown businesses focused on the products, services and platforms utilized by financial advisors. Mr. Goldman is President, CEO and a director of AssetMark, Inc. (NYSE: AMK), a leading independent provider of innovative investment and consulting solutions serving financial advisors, and will continue in these roles until March 3, 2021. In 2019, Mr. Goldman led AssetMark through a successful IPO. Prior to joining AssetMark, Mr. Goldman was a senior advisor to Bain & Company and several private equity firms focused on the financial services space. Mr. Goldman was also President of Fidelity Investments, Custody & Clearing; EVP and Head of Schwab Institutional; President of Paramount Farms, Inc., and President of Paramount Citrus Association. Mr. Goldman currently serves on the boards of AssetMark, Inc, Mercer Advisors, Inc. and the American Mountain Guides Association. Previously, Mr. Goldman was Chairman of the Board of Personal Capital Corporation. Michael Latham, Chief Operating Officer Michael Latham is an accomplished business leader, with experience starting a challenger business iShares and growing the business into an industry leader within Exchange Traded Funds (ETFs), the fastest growth segment of the asset management industry. In addition to Mr. Latham s role as COO of FinTech Evolution Acquisition Group, he currently serves as an independent director of the Goldman Sachs Exchange Traded Funds. Mr. Latham spent numerous years as an executive at BlackRock and BGI, spending the vast majority of that time as a business leader in the iShares Exchange Traded Fund business. Mr. Latham was a key member of the core group that launched the business in 2000. After leading the product launch, Mr. Latham went on to be President of the US iShares business and ultimately Global Head of iShares after the BlackRock purchase of BGI / iShares in 2009. During Mr. Latham s time in the business, iShares launched 200+ funds, assets under management grew to over $1 trillion and revenues grew to over $3 billion. In 2009, Mr. Latham led the sale of iShares to a Private Equity firm for $4.4 billion, prior to BlackRock s purchase of the broader business of BGI (including iShares) during the go-shop period. 4 Table of Contents Blake Grossman, Senior Advisor Blake Grossman has effectively transitioned from an accomplished global CEO of BGI, a leading global asset manager valued at over $13 billion, to a successful private FinTech investor. Supplementing his proven business leadership operating experience, he adds his broad network across FinTech companies and the relevant investor community to our team. Mr. Grossman serves as managing partner of ThirdStream Partners LLC., which focuses on private investments in financial technology and asset management companies, including Ripple, SoFi, Generate Capital, Axioma, and Unison. Mr. Grossman served as the Global Chief Executive Officer of BGI / iShares, until its sale to BlackRock in 2009. Mr. Grossman was Vice Chairman and Head of Scientific Investments at BlackRock. From 1985 to 2009, Mr. Grossman held various executive positions with BGI and its predecessor organizations, including Chief Investment Officer from 1992 to 2002, and founded BGI s Advanced Strategies Group in 1992. Mr. Grossman served as Chairman of Financial Engines, Inc. until its acquisition in July 2018. Mr. Grossman also previously served on the boards of Axioma, until its acquisition by Deutsche Borse in 2019, and CamberView Partners, until its acquisition by PJT Partners in 2018. Cary Grace, Independent Director and Chair, Audit Committee Cary Grace has broad executive leadership experience in the financial services sector, with deep expertise in the insurance, investment management and retirement sectors. Ms. Grace was the CEO of the Retirement, Investment and Human Capital Solutions business at Aon until January 2020. Ms. Grace led the consistent growth of a large, global business that includes market-leading retirement, investment management and human capital capabilities. Ms. Grace also led Aon s Global M&A integration as well as Enterprise Client Management functions. Ms. Grace was a member of the 10-person Policy and Governance Team, the Operating Committee and a named executive officer of the Corporation. Prior to joining Aon in 2012, Ms. Grace was an executive at Bank of America and a predecessor to J.P Morgan, leading global institutional, high net worth and consumer businesses as well as finance, investor relations and M&A functions. Ms. Grace has been honored as American Banker s 25 Most Powerful Women in Finance for multiple years and Business Insurance s Women to Watch. Chris Gaertner, Independent Director Chris Gaertner has extensive Technology Investment Banking experience and has advised on a broad range of capital markets and M&A transactions. Mr. Gaertner currently serves as Senior Advisor for the Technology Investment Banking Group of Rothschild and Co. Prior to this role, Mr. Gaertner was Head of Corporate Finance for Credit Suisse s Technology Group as well as Head of Technology Investment Banking for Merrill Lynch / Bank of America. During his career, he has advised on a substantial number of equity and M&A transactions including some of the largest deals in technology. Mr. Gaertner s notable clients included: Google, Microsoft, Oracle, Hewlett-Packard, IBM, Symantec, Alibaba, Cadence, Avast, Dell, Infor, BMC, SalesForce, and eBay, among others. Mr. Gaertner also has extensive Private Equity relationships having advised Silverlake, Francisco Partners, Vista Equity, Bain, TPG, HGGC and many others on M&A, Debt and Equity transactions. Mr. Gaertner helped lead Google s IPO, a significant Dutch auction, and helped lead the OpenTable IPO. A pioneer of creative financing solutions, Mr. Gaertner was instrumental in building the leverage finance market to support software sector transactions, which is now one of the largest and most active practices in technology investment banking. In addition, Mr. Gaertner initiated the use of free cash flow to value software as a service (SaaS) companies helping the methodology become standard practice. 5 Table of Contents Prior to his investment banking career, Mr. Gaertner was President of Gaertner Research, a company which developed custom computer systems for the defense and aerospace markets. Mr. Gaertner led the sale of the company to General Electric Plc. and headed the company s U.S. research and development subsidiary. Mr. Gaertner served as an Infantry Officer with the 82nd Airborne Division, XVIII Airborne Corps and 1st Special Operations Command. Jonathan Huberman, Senior Advisor Jonathan Huberman is an experienced SPAC CEO with extensive high-tech business leadership and transaction experience. Mr. Huberman is currently the Chairman, Chief Executive Officer and Chief Financial Officer of Software Acquisition Group Inc. II (NASDAQ: SAIIU) and was previously Chairman, Chief Executive Officer and Chief Financial Officer of Software Acquisition Group Inc. (NASDAQ:SAQN), a SPAC which raised an aggregate of $322 million in its two initial public offerings. SAQN closed its initial business combination with CuriosityStream Inc. (NASDAQ: CURI), a global streaming media service, in October 2020. Mr. Huberman has remained a director of CuriosityStream Inc. since the combination. From 2017 to 2019, Mr. Huberman was Chief Executive Officer of Ooyala, a provider of media workflow automation, delivery and monetization solutions. In 2019, Mr. Huberman sold Ooyala s three core business units to Invidi Technologies, Brightcove (NASDA:BCOV) and Dalet (EPA: DLT), major players in the same sector. Previously, Mr. Huberman served as the Chief Executive Officer of Syncplicity, a SaaS enterprise data management company, which Huberman sourced and acquired from EMC and engineered an exit to Axway (EPA: AXW). Prior to this, Mr. Huberman was the Chief Executive Officer of Tiburon, an enterprise software company serving the public safety sector which sold to Tritech Systems, and before that Mr. Huberman was the Chief Executive Officer at Iomega Corporation (NYSE: IOM), a consumer and distributed enterprise storage solutions provider. Past performance by our leadership team and their respective affiliates is not a guarantee (i) that we will be able to locate a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical performance of our leadership team and their respective affiliates as an indication of future performance of an investment in our company or the returns we will, or are likely to, generate going forward. FinTech Landscape Financial Services is a large part of the global economy. Over the last decade, a combination of Financial Services and FinTech has been increasing its share of the economy and of public company market capitalization. Financial Services is the largest consumer of technology in the global economy today: technology spending in Financial Services amounts to over $800 billion annually, representing approximately a quarter of worldwide spend in the global IT industry. Additionally, financial technology and services represents a massive market opportunity of $21.9 trillion, as measured by the total aggregate market capitalization of publicly listed technology companies in the financial and business services industries. Investment flows into FinTech have been robust; over the last few years overall VC and PE flows into the sector have steadily increased. As noted previously, other notable metrics, such as M&A activity, have also been trending upwards. Total global investment activity in FinTech across approximately 2,800 M&A and financing transactions amounted to $278 billion in 2019, growing approximately five times in terms of total volume since 2010. We believe this growth is being fueled by a combination of demographic, behavioral, technological, and regulatory forces. Previously established business boundaries are being redefined, creating new business models as well as entirely new organizations, partnerships, and ecosystems. Incumbents and disruptors are competing and collaborating. No sub-sector is immune and we see these forces sweeping across asset/wealth management and related technology, payments, brokerage and capital markets, exchanges and market infrastructure, insurance, retail and commercial banking, and SMB finance, amongst others. We expect these trends will continue to change the Financial Services and Financial Technology landscape, both within the US and globally. 6 Table of Contents Collaborative software tools, cybersecurity, digital payments, increasing amounts of data and artificial intelligence are all being produced and used at higher rates as consumers and businesses adopt Fintech solutions across all facets of their lives and work in response to COVID-19. This shift in how we use technology and information services is likely to continue and change the way businesses create value for their shareholders and customers. We believe these changes may produce new opportunities and potential business combination targets that were not as viable prior to the COVID-19 pandemic. These changes include, but are not limited to: How, when and where customers access financial services, including the widespread use of mobile devices Forward thinking incumbents will selectively but increasingly tend to partner with innovators, and expose their data and capabilities through APIs. Key workflows and processes in financial services are being digitized and automated. Specialized, advanced technology solutions are streamlining and automating laborious and risky/complex traditional workflows to create secure STP. As an example, the global cloud-based software market has increased from $84 billion in 2015 to $246 billion in 2020, representing a 24% compound annual growth rate. The quantity of unstructured data generated from consumer queries/transactions and workflows is growing rapidly. The annual size of the global data sphere has grown exponentially since 2010, and is expected to continue robust growth, increasing by over 5 times between 2018 and 2025. Additionally, the complexity of the data is increasing and the instances where data is generated are diversifying, driving the need for technology that can efficiently capture, store and access data in real-time and harness valuable insights. The need for financial services specific cyber security continues to grow to ensure data privacy and security for highly sensitive financial data. The permeation of Artificial Intelligence and Machine Learning into FinTech applications is creating new business opportunities, for example through improved and more timely prediction of customer preferences. Regulatory initiatives and directives aimed at promoting consumer rights and financial stability are driving incremental operational complexity for financial institutions, accelerating the adoption of technology and software solutions that enable compliance with regulatory mandates and requirements. B2C businesses have their distinctive opportunities and challenges. Illustratively, these include creating engagement by solving one or more customer pain points in a differentially better way than incumbents/ competitors, harnessing digital marketing to drive usage and adoption, mastering the art of converting adoption to engagement to stickiness/monetization, understanding how to create attractive unit economics, delivering a great customer experience at scale and maintaining regulatory compliance. While the engagement flywheel can begin spinning quite rapidly, and valuations can often rise rapidly in tandem, the path to sustained profitability can often be long and uncertain. B2B businesses can have markedly different characteristics. They are often well hidden in the value chain, and can be quite technologically complex. Although they are subject to longer sales cycles, and their revenue sources can initially be quite concentrated by customer, the path to profitability can be quicker. With the increasing adoption of cloud-based solutions, SaaS subscription-based revenue blended with traditional transaction based or assets under management (AuM) based revenue can make their overall revenue and profit engines more predictable and desirable for the public markets. Our Approach and Differentiation Our business strategy is to identify and complete our initial business combination with a FinTech company that would benefit from our operating expertise, although we may pursue opportunities in other industries and sectors. We believe that to be successful, a FinTech SPAC must: 1. Focus on selected verticals and sub-sectors, but with the ability to selectively cast a wider net 2. Establish a robust origination pipeline of attractive targets, based on well-defined acquisition criteria 7 Table of Contents 3. Be viewed as the partner of choice by high quality management teams; be willing and able to add value post combination We have assembled our team and crafted our approach keeping these design principles in mind. 1. Vertical/sub-sector focus Our team has broad FinTech and Financial Services domain expertise. We have particular depth in asset/wealth management and related technology, payments, brokerage and capital markets, exchanges and market infrastructure, insurance, retail and commercial banking, and SMB finance. While these will be our primary focus areas, because of the breadth of our experience and relationships, we can selectively stretch to include well-priced opportunities in other sectors. We have consciously chosen the name FinTech Evolution. Although we may pursue a target in any industry, we are deeply convinced that innovative technology will be a prime driver of change in Financial Services. Having directly managed and experienced the application of technology across a spectrum of B2B and B2C FinTech businesses, we believe we are well positioned to assess the commercial potential of applying innovative technology even to more traditional incumbent Financial Services businesses. And while predicting the success of innovative technology is inherently difficult, we believe that its potential and our experience evaluating and commercializing innovative technology within Financial Services will be a competitive advantage for us. 2. Origination Approach and Acquisition Criteria Origination approach Our origination pipeline will leverage our extensive, highly relevant, professional networks. These networks are based on: Our current governance and operating responsibilities, investment activity, and advisory roles with investment firms. Our relationships at companies we have previously been affiliated with, including some of the world s largest asset managers, commercial/retail banks, investment banks, wealth managers and other financial institutions. Professional relationships stemming from both of the above that have spread across the Financial Services and FinTech landscape. Extensive relationships with virtually all investment firms (PE and VC) with significant activity in FinTech. Long-standing relationships with key advisors (for example, sector-focused investment banks and law firms) active in FinTech. While our networks will provide us access to selected proprietary deals, there will inevitably be competition for most quality opportunities. Therefore, in addition to approaching specific targets where we have a personal connection, we will work with our broader network to ensure widespread awareness of our team and proposition in order to consistently be in a position to be the partner of choice for quality targets. We anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. 8 Table of Contents Acquisition Criteria Consistent with our business strategy, we have identified specific criteria to evaluate prospective target businesses. We will use these criteria to assist us in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We expect that no individual criterion will entirely determine a decision to pursue a particular opportunity. Our criteria include: Enterprise value ranging from $750 million to $2 billion; we believe businesses of this size typically have the right mix of growth potential and concept validation, and we have significant experience scaling such businesses. Financial and operational readiness to be a publicly traded company Financial metrics attractive to the public markets, including a reasonable combination of revenue growth and existing profits; we will evaluate the trade-off between these and other factors when evaluating target companies Demonstrated, or clear path to, public company operational readiness; including financial accounting/reporting and regulatory compliance Solid industry and business fundamentals Business operates within a sufficiently large addressable market to allow for long term growth opportunities Growing customer adoption and engagement suggesting that the company is solving at least one significant customer pain point well Good bones : for example, innovative technology, promising product development capability, or value enhancing customer acquisition cost model Can benefit from being publicly traded, and can utilize access to broader capital markets. B2B businesses with predictable, diversified revenue streams B2C businesses with good unit economics and profitability, or a path to profit that we can understand and scale A talented and ambitious management team, that: Believes in the long-term potential of their business Will partner with us and benefit from our strategic, operating and corporate development guidance Are willing to retain substantial ownership post-business combination Have a strong culture with high integrity Value-creation opportunities within our line of sight Our management team has identified significant growth or disruption potential; clear opportunities to invest capital to deliver growth Interesting product development pipeline or product extensions to add to growth potential Well established brand within at least one customer channel, with realistic opportunities to initiate profitable efforts in additional customer channels. Some evidence of, or clear ideas to create, a competitive moat for example through branding, partnerships or protectable intellectual property 9 Table of Contents Potential to create an improved capital structure Opportunities for an infusion of management talent, Implementation of better processes and systems to scale the business By the same token, we have a set of red flags , and these include: Concentrated and/or volatile revenue models (e.g. spread-based lending and crypto currency businesses) without requisite risk management experience and controls Pattern of executional snafus; inability to deliver customer experience at scale; mixed customer reviews Unduly long road to profitability Unrealistic short-term valuation expectations; limited focus on steadily creating long-term value Valuations based on overly speculative early stage technology bets B2C businesses with reasonable engagement, but no credible moat or path to monetization Insufficient attention to managing and pricing financial risk Highly regulated businesses, without the requisite understanding and controls; pattern of regulatory compliance breaches Management team that has experienced high turnover or desires to cash out To be clear, given our deep operating experience, we are not daunted by executional challenges. It may well be that existing challenges also makes the valuation expectations more reasonable. Therefore, we will evaluate if the presence of these red flags represents a well-priced value-creation opportunity, or a situation where the view will simply not be worth the climb . These criteria and guidelines are not intended to be exhaustive, and we understand the need to be flexible in our evaluation. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the Securities and Exchange Commission ( SEC ). 3. Partner of Choice To become the partner of choice for management teams, we will first clearly present who we are and our motivations . While the factors in this category may seem subjective, we believe that discerning investors and management teams will resonate strongly with them: Who we are: We are business leaders with extensive operating experience who are genuinely interested in building outstanding businesses; while we have significant transaction experience, we are not solely deal makers We believe we are respected across the industry for our integrity and our team members are known for being good to work with We have a strong record of regulatory compliance and no history of litigation 10 Table of Contents Our motivations We have known and/or worked successfully with each other for decades; we are not a group that has been expediently brought together for this initiative. Based on our belief in the opportunity, and our mutual trust and respect, we genuinely wish to work together again. Therefore, we are committed to the success of the Company and are putting our reputations on the line, investing the necessary time, providing access to our networks and each of us is investing personal capital in the at-risk pool. We seek a collaborative partnership with management and have no desire nor need for control. We are focused on creating long-term value. Consistent with this desire, we will align our economic incentives with investors and with management; in contrast to many other blank check companies, we intend to play an active, value-added role in the post-combination company, and we have proactively placed performance conditionality on our founder shares. For more information with respect to the incentive-based thresholds we have applied to our founder shares, see the section of this prospectus entitled Description of Securities Founder Shares. To further support our claim as the partner of choice, we will highlight our willingness and ability to add value after the business combination. Our management team and senior advisors have deep operating experience and a track record of driving growth/change and creating value in two distinct ways: Through business leadership and control; examples include: BGI: Starting with institutional indexing, strategically diversified the business to add the iShares ETF business, quantitative active strategies, global macro fund and securities lending capability. Scaled the business rapidly, growing revenues faster than AuM while expanding profit margins, culminating in an industry landmark sale to BlackRock for over $13 billion iShares: Launched the ETF business within BGI to meet a strategic need to enter the wealth advisory channel. Developed a broad eco-system across broker/dealers, exchanges, market makers, full-service broker wealth management businesses, independent registered investment advisors, bank private wealth management divisions and wealth advisory platforms. Grew the business from start-up to a global business with over $1 trillion in AuM and over $3 billion in revenue. AssetMark: Restructured the company to improve investment product, technology and go to market strategies. Sold the company in 2016 for over $700 million, and subsequently navigated through a successful IPO in 2019 on the NYSE. AON: Scaled the OCIO business to a leading global player with over $150 billion in AuM Through positions of influence as Non-executive Chairs, Independent Directors, Nominee Directors and Investors/Advisors: examples include: Axioma: Board Director role; led the Board s Independent Special Committee to negotiate the sale of Axioma to Deutsche Borse and General Atlantic for $850 million. Axioma was combined with DB s index business (DAX, STOXX, etc.) to create Qontigo, a leading provider of risk analytics, portfolio management solutions, and indexes. Financial Engines: Board Director and subsequently Chair role; over a number of years helped grow assets to over $165 billion and revenue to over $480 million culminating in a sale of the business for over $3 billion in 2018. Financial Engines was then combined with Edelman to created Edelman Financial Engines, a leading independent provider of retirement financial advisory services. Financial Engines was widely recognized as the leading innovator in providing systematic, low-cost investment solutions for the DC market since its founding in 1996. Personal Capital: Board Chair role; helped steer company from early stage to high growth, eventually sold for $1 billion 11 Table of Contents Wall Street on Demand: Board Director role; helped steer the business through sale to Goldman Sachs and subsequent sale to MARKIT four years later Mercer Advisors: Board Director role; helped steer company through a successful sale in 2019 Axis Bank: Chair of Nominating Committee role; steered performance turnaround including selection of new CEO and infusion of several senior team members. Member of Risk Management Committee; steered restructuring of corporate loan book. Franklin Templeton ETF Trust: Independent Trustee role; helped management grow the fund complex with the ultimate goal of improving the overall value proposition for fund shareholders. PhonePe: Board Chair role; work closely with leadership team to strategically diversify and scale the business profitably BCG: Co-head US Financial Services; multiple successful consulting assignments with Financial Services and FinTech clients of varying sizes and complexity, helping drive change and create value as a trusted advisor to management Our experience in driving influence-based change may be just as relevant as our experience in leadership positions because, as is common for SPACs, we may not be in positions of control following the business combination. While the primary levers in the SPAC context will be a close collaborative relationship with management and the credibility to be invited to opine on all key decisions, we are very conversant with the relevant toolkit, including, but not limited to: Non-executive and Executive Board Chair roles, Nomination and Compensation Committee Chair/membership, performance based compensation mechanisms and alignment of incentives, and minority investor syndicates. We have successfully navigated companies from the private to public markets through IPOs, SPACs and M we believe this will be very relevant for management teams daunted by the prospect of new and more onerous reporting, accounting and regulatory compliance requirements. We have field-tested operating experience We will provide strategic and executional guidance, help infuse new management talent, make relevant commercial introductions, facilitate M&A and inorganic growth, and in generally do what is needed to add value. For example, as CEOs and COOs who have overseen the technology function within Financial Services businesses, we have a pragmatic understanding of where the pain points are, as well as the decision-making process within enterprises. Therefore, we can help shape the value proposition and guide the enterprise sales process for the business combination. We blend our operating capability with significant transactional experience As business leaders (including the sale of BGI to BlackRock, the sale of iShares to CVC Capital and the AssetMark IPO examples mentioned above) driving the transactions As investors, advisors and board members helping steer a large number of additional transactions, including M&A, IPOs, and numerous minority investments Our team members have directly driven significant business growth and value creation for investors; we will do the same again now as we are not relying on hired professionals. Our management s primary focus is origination and business combination for this SPAC. Our additional professional commitments keep us plugged into the FinTech ecosystem and are therefore complementary to these goals. We have longstanding relationships within the investment community that can be leveraged to help raise additional capital for the business combination. 12 Table of Contents Initial Business Combination The NYSE rules require that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not independently able to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. Our shareholders will not be provided with a copy of such opinion nor will they be able to rely on such opinion. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that may encompass, among other things, meetings with incumbent management and employees, document reviews, market surveys, consultant studies and inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our management team s operational and capital allocation experience. 13 Table of Contents We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Members of our management team, including our independent directors, will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Additionally, we have not, nor has anyone on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director, subject to their fiduciary duties under Cayman Islands law, is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which they have then-current fiduciary or contractual obligations, they will honor their fiduciary or contractual obligations to present such opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to identify and pursue business combination opportunities or to complete our business combination. Our amended and restated memorandum and articles of association will provide that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities registered under the Exchange Act even before we enter a definitive agreement regarding our initial business combination. Corporate Information Our executive offices are located at 1345 Avenue of the Americas New York, NY 10105 and our telephone number is (650) 739-6741. Upon completion of this offering, our corporate website address will be www.[ ].com. Our website and the information contained on, or that can be accessed through, the website are not deemed to be incorporated by reference in, and are not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the 14 Table of Contents Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities, and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of the second fiscal quarter of that year; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of the second fiscal quarter of that year, and (2) our annual revenues exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of the second fiscal quarter of that year. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and have received a tax exemption undertaking from the Cayman Islands Government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. 15 Table of Contents The offering In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team and our senior advisors, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 42 of this prospectus. Securities offered 20,000,000 units, at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one warrant, each whole warrant exercisable to purchase one Class A ordinary share. Proposed symbols Units: FTEV.U Class A Ordinary Shares: FTEV Warrants: FTEV WS Trading commencement and separation of Class A ordinary shares and warrants The units will begin trading promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless UBS Securities informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. 16 Table of Contents Units: Number issued and outstanding before this offering 0 Number issued and outstanding after this offering 20,000,000(1) Ordinary shares: Number issued and outstanding before this offering 5,750,000(2) Number issued and outstanding after this offering 25,000,000(1),(3),(4) Redeemable Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,000,000 Number of warrants to be issued and outstanding after this offering and the private placement 10,666,667(1) Exercisability Each unit contains one-third of one warrant. Each whole warrant is exercisable to purchase one of our Class A ordinary shares. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase one share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one third of the number of shares compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. ____________ (1) Assumes no exercise of the underwriters over-allotment option. (2) Consists solely of founder shares and includes up to 750,000 ordinary shares that are subject to surrender depending on the extent to which the underwriters over-allotment option is exercised. Except as otherwise specified, the rest of this prospectus has been drafted to give effect to the full surrender of these 750,000 ordinary shares. (3) Includes 20,000,000 public shares and 5,000,000 founder shares. (4) Founder shares are classified as Class B ordinary shares, which shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution. 17 Table of Contents Exercise price $11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable 30 days after the completion of our initial business combination, provided that we have an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption. No warrants will be exercisable for cash unless we have an effective and current registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective prior to the expiration of the warrants, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. 18 Table of Contents Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary shares equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the issued and outstanding warrants (except as described herein with respect to the private placement warrants as described in this prospectus): in whole and not in part; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; at a price of $0.01 per warrant, if, and only if, the last reported sale price of our Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the Reference Value ) equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like; and Certain issuances of Class A ordinary shares and equity-linked securities. 19 Table of Contents We will not redeem the warrants unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are issued and outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the fair market value (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section entitled Description of Securities Redeemable Warrants Public Shareholders Warrants for additional information. None of the private placement warrants will be redeemable by us(except as described below under Redemption of warrants when the price per Class A ordinary shares equals or exceeds $10.00 ) so long as they are held by our sponsor or its permitted transferees. If the private placement warrants are held by holders other than the sponsor or its permitted transferees such warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. 20 Table of Contents Redemption of warrants when the price per Class A ordinary shares equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities-Redeemable Warrants-Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below); if, and only if, the Reference Value equals or exceeds $10.00 per public share (as adjusted per sub-divisions, share capitalizations, reorganizations, recapitalizations and the like and certain issuances of Class A ordinary shares and equity-linked securities); and if, and only if, the Reference Value is less than $18.00 per share (as adjusted for sub-divisions, share capitalizations, reorganizations, recapitalizations and the like and certain issuances of Class A ordinary shares and equity-linked securities), the private placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume-weighted average price of our Class A ordinary shares as reported during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per whole warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of Class A ordinary shares to be issued to the holder. Please see the section of this prospectus entitled Description of Securities Redeemable Warrants Public Shareholders Warrants for additional information. 21 Table of Contents Appointment of directors; voting rights Prior to our initial business combination, holders of Class B ordinary shares are the only shareholders of the company that will have the right to vote on the appointment of directors. Holders of our Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our shareholders as, being entitled to do so, attend and vote at a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Founder shares In December 2020, our sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our formation and offering costs in consideration of 5,750,000 founder shares. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. Our initial shareholders will own 20% of our issued and outstanding shares after this offering (assuming they do not purchase units in this offering). If we increase or decrease the size of the offering, we will effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial shareholders at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business 22 Table of Contents combination within 24 months from the closing of this offering or (ii) with respect to the other provisions relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our sponsor has agreed, pursuant to such letter agreement, to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination (as a result, in addition to our initial shareholder s founder shares, we would need only 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all issued and outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised). the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, or to the terms of our initial business combination agreement, in each case as described in more detail below and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. 23 Table of Contents Transfer restrictions on founder shares; performance conditionality Our sponsor has agreed to certain transfer restrictions and performance conditionality on its founder shares: 50% of the founder shares and any Class A ordinary shares issuable upon conversion thereof held by our sponsor shall not be transferred, assigned or sold except to certain permitted transferees until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property (except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants ). Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares; 25% of the founder shares and any Class A ordinary shares issuable upon conversion thereof held by our sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination; and 25% of the founder shares and any Class A ordinary shares issuable upon conversion thereof held by our sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of our ordinary shares equals or exceeds $15.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination. We refer to the above restrictions throughout this prospectus as the lock-up. 24 Table of Contents Founder shares conversion and anti-dilution rights We have issued 5,750,000 Class B ordinary shares, par value $0.0001 per share. Unless otherwise provided in our initial business combination agreement, the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, on a one-for-one basis, subject to adjustment for share subdivisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein and in our amended and restated memorandum and articles of association. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of this offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination and any private placement-equivalent warrants issued to our sponsor or its affiliates upon conversion of loans made to us. Holders of founder shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be deemed issued for purposes of the conversion adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Private placement warrants Our sponsor has committed to purchase an aggregate of 4,000,000 private placement warrants (or 4,400,000 private placement warrants if the over-allotment option is exercised in full) at a price of $1.50 per warrant ($6,000,000 in the aggregate, or $6,600,000 if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each private placement warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as provided herein. 25 Table of Contents The purchase price of the private placement warrants will be added to the net proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will not be redeemable by us and will be exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (except as described below under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants ). If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Proceeds to be held in trust account Of the net proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000 ($10.00 per unit), or $230,000,000 ($10.00 per unit) if the underwriters over-allotment option is exercised in full, will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and $2.0 million will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $7,000,000 (or up to $8,050,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the net proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow 26 Table of Contents redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes. Based upon current interest rates, we expect the trust account to generate approximately $200,000 of interest annually (assuming no exercise of the underwriters over-allotment option and an interest rate of .10% per year) following the investment of such funds in specified U.S. government treasury bills or in specified money market funds. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering and certain reimbursements to us by the underwriters; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Conditions to completing our initial business combination The NYSE rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination. If our securities are not listed on the NYSE after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on the NYSE at the time of our initial business combination. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. 27 Table of Contents If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Permitted purchases of public shares and warrants by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Please see Proposed Business Permitted purchases of our securities for a description of how such persons will determine which shareholders to seek to acquire shares from. There is no limit on the number of shares such persons may purchase, or any restriction on the price that they may pay. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, or their respective affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if 28 Table of Contents such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our sponsor, directors, officers, or their respective affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. 29 Table of Contents Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with such rules. If shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our NYSE listing or Exchange Act registration. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted 30 Table of Contents transferees will agree) to vote any founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. 31 Table of Contents Our amended and restated memorandum and articles of association will provide that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof. Tendering share certificates in connection with a tender offer or redemption rights We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. We may waive this restriction in our sole discretion. We believe the restriction described above will discourage shareholders from accumulating 32 Table of Contents large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares held by them redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public shareholder and subject to the 15% limitation in connection with any such redemption right. Redemption rights in connection with proposed amendments to our amended and restated memorandum and articles of association Our amended and restated memorandum and articles of association will provide that any of its provisions, including those related to pre-initial business combination activity (including the requirement to deposit proceeds of this offering and the private placement warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and in our amended and restated memorandum and articles of association, but excluding the provision of the articles relating to the appointment of directors), may be amended if approved by holders of at least two-thirds of our shareholders who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. Should our sponsor vote all its shares in favor of any such amendment, we would require 11,250,001, or 56.3%, of the public shares issued in this offering to be voted in favor of any such amendment for its approval (assuming no exercise of the underwriters over-allotment option and no purchase by our sponsor or its affiliates or our officers and directors or their respective affiliates of public shares in this offering or thereafter). We may not issue additional securities that can vote on amendments to our amended and restated memorandum and articles of association or in our initial business 33 Table of Contents combination. Our initial shareholders, which will beneficially own 20% of our ordinary shares upon the closing of this offering (assuming it does not purchase units in this offering), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner it chooses. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to the other provisions relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us, other than funds the trustee will use to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination. We will use the remaining funds to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. 34 Table of Contents Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers, and directors have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our sponsor, officers or directors acquire public shares after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to the other provisions relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any 35 Table of Contents such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares. However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules). Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for certain out-of-pocket expenses related to identifying, investigating and completing an initial business combination; repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. Except for the foregoing, the terms of such loans have not been determined nor have any written agreements been executed with respect thereto; and At the closing of our initial business combination, we may pay a customary financial consulting fee to our sponsor and/or affiliates of our sponsor. We may pay such financial consulting fee in the event such party or parties provide us with specific target company, industry, financial or market expertise, as well as insights, relationships, services or resources that we believe are necessary in order to assess, negotiate and consummate an initial business combination. The amount of any such financial consulting fee we pay will be based upon the prevailing market for similar services for comparable transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee s policies and procedures relating to transactions that may present conflicts of interest. 36 Table of Contents These payments may be funded using the net proceeds of this offering and the sale of the private placement warrants not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee (which will be composed entirely of independent directors), to among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. Because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only third parties we currently expect to engage would be vendors such as lawyers, investment bankers, computer or information and technical services providers or prospective target businesses. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such obligations. 37 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001839611_interpriva_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001839611_interpriva_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..dba601e0439e6811365d2d65dcd4c0bdf7ce1875
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001839611_interpriva_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to the amended and restated certificate of incorporation of the company; common stock are to our Class A common stock and our Class B common stock, collectively; DGCL are to the Delaware General Corporation Law as the same may be amended from time to time; directors are to our current directors and director nominees; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in connection with our initial business combination including but not limited to a private placement of equity or debt; founder shares are to shares of our Class B common stock initially issued to our sponsor in private placements prior to this offering and the shares of our Class A common stock that will be issued upon the automatic conversion of the shares of our Class B common stock at the time of our initial business combination (for the avoidance of doubt, such shares of our Class A common stock will not be public shares ); initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering; InterPrivate are to InterPrivate LLC; management or our management team are to our executive officers; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; sponsor are to InterPrivate Acquisition Management IV, LLC, a Delaware limited liability company; and we, our, us, company or our company are to InterPrivate IV InfraTech Partners Inc., a Delaware corporation Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. 1 Table of Contents Our Company We are a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, which we refer to as our initial business combination. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Our sponsor is controlled by affiliates of Ahmed M. Fattouh and InterPrivate, a private investment firm founded by Mr. Fattouh that invests primarily in partnership with family offices and independent private equity and venture capital sponsors who have accumulated substantial industry expertise and decades of experience from leading private equity firms. We believe the expertise and experience of our management team in structuring complex transactions and accessing capital for growth for companies, combined with our unique access to InterPrivate s extensive network of relationships, will make us a partner of choice for potential business combination targets. We intend to focus our efforts on evaluating business combination targets by leveraging InterPrivate s network of independent sponsors, family offices, venture capital firms, and private equity firms. We believe our relationship with InterPrivate will enable us to access a differentiated pipeline of business combination targets for us to evaluate. Specifically, we will seek to leverage the following relationships within InterPrivate s network for our sourcing efforts: Family Offices and Ultra High Net Worth Investors. InterPrivate maintains strong relationships with family offices and ultra high net worth investors with substantial direct private holdings and large investment mandates. InterPrivate frequently invites select family offices and ultra high net worth investors to review its potential investment opportunities on a joint basis, which has enabled InterPrivate to identify overlapping investment preferences with such family offices and investors and has led to co-investment opportunities in private transactions. In addition, some of these family offices are investors in fund vehicles that are managed by affiliates of InterPrivate Capital, and family offices have also invested in the sponsor entity of SPACs sponsored such affiliates of InterPrivate Capital. InterPrivate believes its network brings significant opportunity for a potential pipeline of referrals of privately owned businesses that are not well covered by the traditional investment banking community and may be considering strategic alternatives. Independent Sponsors. Over the past three to five years, the private equity industry has experienced a significant evolution involving the emergence of a group of over 1,000 independent sponsors who have left some of the most prominent firms to pursue transactions outside of a committed fund construct. InterPrivate has established a network comprised of these veteran dealmakers, who bring decades of sector specific expertise, relationships and execution skills, and present investment opportunities to InterPrivate. InterPrivate s Network of Executives. Over the years InterPrivate s principals have collaborated with and backed a number of successful executives. These industry veterans will provide us with deep domain expertise and extensive relationship networks from which we intend to source and evaluate targets and develop post-acquisition operating strategies. Private Equity Sponsors. In addition to management s own experience and that of its network of independent sponsors, our team has strong relationships with a large number of traditional private equity firms as a result of our historical management of private equity fund of funds vehicles, as well as funds in which our historical family office clients had invested. We believe these relationships will be significant as we evaluate private equity owned companies seeking exits as potential business combination targets. Venture Capital & Growth Capital Firms. Certain members of our team have substantial relationships with venture capital and growth capital firms, whose portfolio companies include high growth technology companies that may represent potential business combination targets. In addition, a large and growing portion of the independent sponsor community are focused on pre-IPO growth investments, which could be suitable targets. 2 Table of Contents InterPrivate Advisory Committee. InterPrivate s advisory committee includes veteran private equity professionals and industry executives who will provide us with deep domain expertise and extensive relationship networks from which we intend to source and evaluate targets and develop post-acquisition operating strategies. We believe that the combination of independent sponsors, family offices, private equity and venture capital firms will provide us with substantial and differentiated access to potential business combination targets. We currently intend to concentrate our efforts in identifying high growth businesses in the technology, media and telecom ( TMT ) infrastructure space that can benefit from the investment capability and industry expertise of our team to deliver value to our stockholders. Other factors may include focusing on target companies with an enterprise value of $1 billion or more, although we will not necessarily be limited to pursuing transactions with companies of this size. We believe that several secular trends exist that will continue to drive a relentless demand for increasing growth of the world s digital infrastructures. The pandemic has forced global workforces to be remote and decentralized, becoming even more dependent upon the adoption of virtual collaboration and cloud-enabled services. The exponential increase in the number and variety of IoT devices continues unabated. Significant investment will continue to flow into the development of renewable energy technologies in order to meet corporate commitments towards carbon emissions reduction/elimination. The reality is that organizations, businesses, governments, and individuals are going to be digitally enabled by default and will continue to necessitate the growth in scale and complexity of the world s digital assets. We believe that our team s extensive experience in designing, building, operating, and automating some of the world s largest digital infrastructures will make us the partner of choice for companies looking to capitalize on this opportunity. We expect our selection process will leverage our officers, directors, and our strategic advisors deep relationship network, industry experiences, and deal sourcing capabilities to access a broad spectrum of opportunities. Specifically, we expect the relationships and reputation we have built in the digital infrastructure space will allow us to source proprietary deal flow from certain of our past vendors and partners, their affiliates, and colleagues, as well as provide differentiated sources of intelligence for our team to analyze as we work through business and transaction due diligence to ensure we are partnering with a fundamentally sound long-term company. Upon completion of this offering, members of our team are expected to communicate with their network of relationships to articulate our initial business combination criteria, including the parameters of our search for a target business, and will begin the disciplined process of pursuing and reviewing promising leads. If we elect to pursue an investment outside of the TMT infrastructure space, our management s expertise related to that industry may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding that industry might not be relevant to an understanding of the business that we elect to acquire. Business Strategy We have identified the following criteria that we intend to use in evaluating business transaction opportunities. We expect that no individual criterion will entirely determine a decision to pursue a particular opportunity. Further, any particular business transaction opportunity which we ultimately determine to pursue may not meet one or more of these criteria: Focus. We intend to seek companies that have long-term sustainable competitive advantages and significant barriers to entry, including significant upfront investment costs, defensible intellectual property, defensible IP, demonstrated leadership positions in technology infrastructure, and low risks of disruption caused by competition, innovation, obsolescence, and new entrants. We favor prospective targets that have a business model with the potential to compete over the business cycle. Growth. We intend to seek digital infrastructure companies that are on what we believe to be a promising growth path, driven by a sustainable competitive advantage, with significant opportunities for acceleration by a partnership with us. 1+1=3. We will actively seek opportunities to combine businesses that can expedite each other s growth, either through complimentary technology offerings or through geographic scale, as well as businesses that offer the potential to expand services to underserved markets, geographies, and/or demographics. 3 Table of Contents Positioned to benefit from public currency. We intend to seek companies that demonstrate public market readiness and will use access to public equity markets to pursue accretive acquisitions, high-return capital projects, strengthen the balance sheet, and recruit and retain key employees. The benefits of transitioning from a private to a public entity may include broader access to debt and equity providers, liquidity for employees and potential acquisitions, and expanded branding in the marketplace. Exceptional management and governance. We intend to seek companies that have accomplished, talented, experienced, and highly competent management teams, that are eager to march forward together with and benefit from our management team s expertise. We intend to devote significant resources to analyzing and reaching alignment among a target s management and its stakeholders. Platform for inorganic growth. We intend to seek companies that can serve as a platform for future synergistic acquisitions. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the U.S. Securities and Exchange Commission (the SEC ). Competitive Strengths We believe the reputation and experience of our management team and our ability to leverage InterPrivate s sourcing, valuation, diligence and execution capabilities will provide us with a significant pipeline of opportunities from which to evaluate and select a business that will benefit from our expertise. Our competitive strengths include the following: Proprietary Sourcing Channels and Deep Industry Relationships. We believe our management team s and board s TMT infrastructure network in addition to InterPrivate s network of relationships with independent sponsors, family offices, CEOs, founders, family-owned businesses, private equity and venture capital firms will provide us with a differentiated pipeline of acquisition opportunities that would be difficult for other participants in the market to replicate. Strong TMT Infrastructure Expertise. We believe that our management and board possess a rare combination of expertise of operating and investing in TMT infrastructure companies. This expertise and experience extend across investment stages and industry sub-sectors, having led companies from seed investment to IPO and post-IPO. We believe this extensive experience building and investing in TMT infrastructure companies will make InterPrivate the preferred partner for growing companies in the industry. InterPrivate s involvement can have a catalytic effect on a company s strategy and partnership building efforts. Transaction and Execution Experience. Our team has decades of experience in venture capital and private equity investing and in sourcing and executing complex M&A transactions with private and public companies. Our team has a long professional relationship working with one another to develop creative solutions for complex M&A situations. Importantly the team has extensive experience shepherding targets through the SPAC/de-SPAC process. Access to Our Capabilities Post-Initial Business Combination. We believe that potential sellers will be interested in a relationship with InterPrivate and look favorably upon our involvement in a transaction, including as a significant investor after an initial business combination. Potential sellers may also seek to engage with us to focus on value creation and to potentially facilitate access to capital markets for further growth and provide advice on and assist in execution of: (i) corporate strategy; (ii) acquisitions (such as roll-up strategies); and (iii) strategic alliances. 4 Table of Contents Alternative Path to Becoming Public. We believe our structure will make us an attractive business combination partner to prospective target businesses that desire to become publicly listed companies. A merger with us will offer a target business an alternative process to a public listing rather than the traditional initial public offering process. We believe that target businesses may favor this alternative as it offers greater certainty of execution than the traditional initial public offering. Furthermore, once a proposed business combination is approved by our stockholders and the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe the target business would have greater access to capital and additional means of creating management incentives that are better aligned with stockholders interests than it would as a private company. A public company can offer further benefits by augmenting a company s profile among potential new customers and vendors and aid in attracting talented management. With public company corporate governance standards, a target business may become attractive to public investors. Strong and Stable Financial Position with Flexibility. We offer a target business a variety of options such as providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt. Because we are able to consummate our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, since we have no specific business combination under consideration, we have not taken any steps to secure third party financing, and there can be no assurance that it will be available to us. Management Team We will seek to capitalize on the extensive networks and significant digital infrastructure, transaction, investment and operating experience of Ahmed Fattouh, our Chairman, Kevin Timmons, our CEO, Dave Withers, our President, and our board of directors to source, evaluate and acquire a TMT infrastructure business, although we may pursue a business combination outside that industry. Mr. Fattouh, our Chairman, has over 25 years of experience in private equity investing and sourcing and executing complex mergers and acquisitions transactions. Mr. Fattouh is the founder of InterPrivate LLC, an investment firm founded in 2017 that pursues private investment opportunities in partnership with leading family offices and private equity firms. Mr. Fattouh s blank check company experience includes serving as Chairman and CEO of InterPrivate Acquisition Corp., which announced its intent to combine with Aeva Inc. in November 2020, and senior advisor to Tuscan Holdings Corp., which announced its intent to combine with Microvast Inc. in February 2021. Mr. Fattouh is a former member of the private equity group at Investcorp International and of the mergers and acquisitions department of Morgan Stanley & Co. in New York. He has participated in notable transactions involving private and public industry leaders including RJR Nabisco, Mobil Corporation, Ampolex, IBM, Elf Atochem, Tivoli Systems, Eagle Industries, Amerace, Washington Energy, Puget Power, Synergy Gas, KKR, Saks Fifth Avenue, Werner Ladder, Falcon Building Products, LVMH Moet Hennessy Louis Vuitton, Bliss, Eastern Software, Sumo Logic, and Fidelity National Information Systems. Mr. Timmons, our Chief Executive Officer, is a recognized industry leader and proven executive who has designed, built, and operated some of the world s largest technology infrastructures over his career. Over nine years, he helped grow the $525 million acquisition of CyrusOne into the world s third largest publicly traded data center REIT, with an enterprise value of over $10 billion. Prior to CyrusOne, Mr. Timmons led Microsoft s global data center team as General Manager of Data Center Services. Under his leadership, he fundamentally changed the way the company designed, developed, and operated its worldwide data center assets and opened four of the world s largest data centers. Previously, Mr. Withers held several positions within the operations team at Yahoo!, and he was the fourth employee at GeoCities, which was acquired by Yahoo! for $4.6 billion. Mr. Timmons background also includes over 10 years of experience in real-time embedded systems software development with several leading aerospace firms such as Lockheed Martin and Marconi Dynamics. Mr. Withers, our President, is a seasoned entrepreneur, technology executive, multistage venture investor, board member and strategic advisor. He is a veteran of numerous successful ventures, both as an operator and as an investor, and has a 25-year track record of identifying disruptive technologies, building product and go-to-market organizations, fundraising, and executing successful exits. He has spent the majority of his career as a founder, operator, and executive in the storage, cloud, and SaaS industries. Mr. Withers was CEO and Co-Founder of Renasar 5 Table of Contents Technologies, an infrastructure software company that was acquired by EMC, and served as VP of Technology for Global Platform Engineering at EMC/Dell post-acquisition. Prior to Renasar, he held executive and leadership roles as an operator at Nebula, Ocarina (acquired by Dell), Isilon (acquired by EMC), PolyServe (acquired by HP), Access Graphics (acquired by GE), and APC (acquired by Schneider). Mr. Withers is currently an active investor and advisor at DeepMap, GameOn (Board Member), Skyland Analytics (Board Member) Facilitron, Zededa, CarIQ, Digistor (Board Member), Nutshell, Qsensei, GigaOm (Board Observer), Cloud App, Deeyook, and was previously an investor and advisor to Cycle Computing (acquired by Microsoft). Mr. Fattouh and InterPrivate founded InterPrivate Acquisition Corp. ( IPV I ) (NYSE: IPV), a blank check company formed for substantially similar purposes as our company. IPV I completed its initial public offering in February 2020, in which it sold 21,000,000 units at $10.00 per unit, with each unit comprised of one share of common stock and one-half of one redeemable warrant to purchase one share of common stock, generating gross proceeds of $210,000,000. In November 2020, IPV I announced its proposed business combination with Aeva Inc. ( Aeva ), a provider of comprehensive perception solutions for automated driving applications, for aggregate consideration of approximately $1.8 billion. Aeva is a perception solutions company providing 4D LiDAR on a chip. The IPV I team assisted in raising a total of $320 million in PIPE capital for Aeva in connection with the proposed business combination. Additionally, InterPrivate Capital LLC ( InterPrivate Capital ), an affiliate of our sponsor, served as an advisor to Tuscan Holdings Corp. ( Tuscan I ) (Nasdaq: THCB) in connection with Tuscan I s anticipated business combination transaction with electric vehicle battery maker Microvast Inc. ( Microvast ), announced in February 2021. Microvast is a leader in next-generation battery technologies for commercial and specialty use electric vehicles. InterPrivate also participated in arranging a bridge and PIPE financing as part of the transaction. Together, we believe our management team possesses exceptional expertise that will enhance our ability to identify and execute our initial business combination and enhance our ability to execute upon various value creation initiatives after successful completion of our initial business combination. The past performance of our management team, or their respective affiliates, including InterPrivate, is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. An investment in us is not an investment in any of the companies affiliated with members of our management team. You should not rely on the historical record of our management team s or their respective affiliates performance as indicative of our future performance. For more information on the experience and background of our management team, see the section entitled Management. Initial Business Combination In accordance with Nasdaq listing rules, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. We refer to this as the 80% of fair market value test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgement. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of fair market value test, as well as the basis for our determinations. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority ( FINRA ) or an independent valuation or appraisal firm with respect to satisfaction of such criteria. If our board of directors is not able to independently determine the fair market value of the target business or businesses, or if we are considering an initial business combination with an affiliated entity, we will obtain an opinion with respect to the satisfaction of such criteria from an independent investment bank or an independent valuation or accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. In addition, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. 6 Table of Contents We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business, in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination. Other Considerations We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA, or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. Each of our directors and officers will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to identify and pursue business combination opportunities or to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. In particular, certain of our officers and directors are actively engaged 7 Table of Contents in InterPrivate II Acquisition Corp. ( IPV II ) and InterPrivate III Financial Partners Inc. ( IPV III ), special purpose acquisition companies that have filed registration statements with the SEC relating to their respective initial public offerings. IPV II and IPV III, like us, may pursue initial business combination targets in any business or industry and are expected to have similar windows as us in which they may complete their respective initial business combinations. Additionally, Ahmed Fattouh, our Chairman, and Brandon Bentley, our General Counsel, are members of InterPrivate LLC, which is the managing member of InterPrivate Capital LLC, which in turn is the sole managing member of our sponsor. Any such companies, businesses or investments, including IPV II, IPV III and InterPrivate Capital LLC, may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to identify and pursue business combination opportunities or to complete our initial business combination. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information Our executive offices are located at 1350 Avenue of the Americas, New York, New York 10019 and our telephone number is (212) 920-0125. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates equals or exceeds $700.0 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the prior June 30. 8 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001839972_ftac_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001839972_ftac_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001839972_ftac_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001839990_artemis_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001839990_artemis_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7fbeddab03840f0d04b63620b7b9d87d34122ed8
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001839990_artemis_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to Artemis Strategic Investment Corporation, a Delaware corporation; anchor investors are to certain qualified institutional buyers or institutional accredited investors, each of which has expressed to us an interest to purchase up to 9.9% of the units in this offering as further described herein; common stock are to our Class A common stock and our Class B common stock; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; founder shares are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors; directors are to our current directors and director nominees; public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; and sponsor are to Artemis Sponsor, LLC, a Delaware limited liability company. Unless otherwise stated, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. GENERAL We are a newly organized blank check company incorporated as a Delaware corporation on January 4, 2021 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target with respect to an initial business combination with us. While we may pursue an acquisition opportunity in any industry or sector, we are focused on identifying a business combination target that provides transformational technology to experiential entertainment within the gaming, hospitality and entertainment industries that complements our board of directors and management team s investing and operating expertise. Select industries include, but are not limited to, casino gaming, sports, sports betting and iGaming, distributed gaming, gaming technology and equipment, lodging, social and casual mobile games, restaurants, fitness and wellness, live entertainment and leisure. We will pursue TABLE OF CONTENTS If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer Accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant (2) 20,125,000 Units $ 10.00 $ 201,250,000 $ 21,956.38 Shares of Class A common stock included as part of the units (3) 20,125,000 Shares (4) Redeemable warrants included as part of the units (3) 10,062,500 Warrants (4) Shares of Class A common stock underlying warrants included as part of the units 10,062,500 Shares $ 11.50 $ 115,718,750 $ 12,624.92(5) Total $ 316,968,750 $ 34,581.30(6) (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 2,625,000 units, consisting of 2,625,000 shares of Class A common stock and 1,312,500 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Calculated pursuant to Rule 457(g) under the Securities Act, based on the price of the warrants. (6) Previously Paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS consumer-facing businesses as well as the business-to-business platforms that support the experiential entertainment industries. We are predominantly focused on the U.S. market; however, our search may include international opportunities as well. ARTEMIS STRATEGIC INVESTMENT CORPORATION We are well positioned to identify and complete an acquisition within the experiential entertainment industries, with a particular focus on transformational technology. Our principals provide (i) extensive direct industry expertise, (ii) an expansive network of long-standing industry relationships with both operators and the large financial sponsor community with significant investments in our target sectors, (iii) extensive experience in sourcing, structuring and executing complex M&A transactions, (iv) the entrepreneurial vision to identify, develop and grow market leading companies and (v) a track record of creating value for stakeholders. We believe businesses operating in experiential entertainment sectors are in a period of significant change, are primed for robust growth and have a deep addressable market to create a business combination. Experiential entertainment, consumed through in-person, location-based venues or enjoyed across a variety of mobile and technology platforms, has become an increasingly larger part of global consumer spending. Consumer-facing companies, as well as business-to-business companies that provide support, that are able to create unique and memorable experiences and cater to driving repeat visitation have captured an increasing share of consumers entertainment time and budgets. Our focused industries have become key economic drivers and have considerably outpaced US GDP growth over the last several decades. This, in turn, has led to a significant growth of new technology platforms that continue to integrate into consumer businesses, providing enhanced customer experiences and operational efficiencies, expanding wallet share of the consumer, diversifying and growing distribution channels and attracting significant private growth capital. Our expertise ideally positions us to capitalize on what we believe to be early stage penetration of actionable dynamic game-changing companies on the next wave of growth and consolidation. Our value proposition begins with a solid foundation, our diverse team. Our transformational technology focus overlays our sector expertise as existing companies continue to both vertically and horizontally integrate and adapt new ways to expand consumer relationships and enhance consumer experiences. We believe both location-based experiential entertainment and technology-driven entertainment platforms provide attractive opportunities for sustainable growth. Location-based Experiential Entertainment Due to the COVID-19 pandemic, most live, experiential-based entertainment companies were required to significantly curtail operations or temporarily close. As facilities reopened and were able to modify operations to work with applicable restrictions, regional operators have generally seen a rapid and strong recovery, while destination-based operators have continued to show a more lagging recovery. For the hospitality and entertainment businesses, these operating restrictions have caused a meaningful impact on cash flows, which has created stress on operating performance, leverage and credit profiles and valuations, leading to the need for incremental capital in many situations. Experiential entertainment has historically demonstrated an ability to revive rapidly from an exogenous, temporary shock as consumers revert to consistent behavioral and demand patterns. As such, we believe there is an opportunity to partner with companies that we believe have attractive and highly durable business models to succeed and grow over the long-term. Technology-driven Entertainment New game-changing, technology-driven entertainment businesses have both emerged and seen significant growth due to the COVID-19 pandemic. We believe these businesses are the future growth leaders in the experiential entertainment industry. Consumer spending has proven to be resilient as businesses found new ways to reach customers and enhance consumer experiences by utilizing distribution channels that disrupt existing business models. Businesses are investing in business-to-business and consumer facing technology to drive more efficient customer acquisition, capture increased customer wallet share and enhance customer experiences to drive loyalty that drives explosive growth of the total addressable market, which in turn, generates the emergence of new high growth transformational platforms. The popularity of mobile platforms TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated September 20, 2021 PROSPECTUS $175,000,000 Artemis Strategic Investment Corporation 17,500,000 Units Artemis Strategic Investment Corporation is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 2,625,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 18 months from the closing of this offering (or 21 months from the closing of this offering if we have executed a definitive agreement for an initial business combination within 18 months from the closing of this offering), we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Artemis Sponsor, LLC, has committed to purchase an aggregate of 8,950,000 private placement warrants (or 10,000,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $8,950,000 in the aggregate (or $10,000,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Up to 11 qualified institutional buyers or institutional accredited investors who are not affiliated with any member of our management, which we refer to as the anchor investors, have each expressed to us an interest to purchase up to 9.9% of the units in this offering and we have agreed to direct the underwriters to sell to each of the anchor investors such number of units. Because these expressions of interest are not binding agreements or commitments to purchase, anchor investors may determine to purchase more, fewer or no units in this offering. In addition, the underwriters may determine to sell more, fewer or no units to our anchor investors. In addition, at the closing of this offering, each of the anchor investors will be entitled to purchase from us up to 908,333 of the founder shares, at a purchase price of approximately $0.006 per share and up to 4 of the anchor investors will each be entitled to purchase up to 1,816,667 private placement warrants from our initial stockholders at a purchase price of approximately $1.00 per private placement warrant. Subject to an anchor investor purchasing 100% of the units for which it has expressed an interest, upon the closing of this offering, such anchor investor would hold, on an as-converted basis, up to 2,332,500 shares of common stock, or up to 10.66% of our issued and outstanding shares of common stock (not including the shares of Class A common stock underlying the private placement warrants). If each of the anchor investors purchases the total number of units per their indicated expressions of interest, the anchor investors would hold in the aggregate 71.47% of the founder shares and 53.82% of the private placement warrants after the completion of this offering. If an anchor investor does not submit a firm order to the underwriters to purchase the units for which it has indicated an interest in this offering, such anchor investor shall forfeit its founder shares. The underwriters will not receive any underwriting discounts or commissions on the units purchased by one of our anchor investors or any of its affiliates. For a discussion of certain additional arrangements with our anchor investors, see Summary The Offering Expressions of Interest. Our initial stockholders currently own an aggregate of 5,031,250 shares of Class B common stock (up to 656,250 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Currently, there is no public market for our units, Class A common stock or warrants. We intend to apply to have our units listed on The Nasdaq Capital Market, or Nasdaq, under the symbol ARTEU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the shares of Class A common stock and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Barclays Capital Inc. and BMO Capital Markets Corp., the representatives of the underwriters of this offering, inform us of their decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols ARTE and ARTEW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 37 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 175,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 9,625,000 Proceeds, before expenses, to us $ 9.45 $ 165,375,000 (1) Includes $0.20 per unit, or $3,500,000 in the aggregate (or $4,025,000 if the underwriters over-allotment option is exercised in full), payable upon the closing of this offering and $0.35 per unit, or $6,125,000 in the aggregate (or $7,043,750 if the underwriters over-allotment option is exercised in full), payable to the representatives of the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the representatives of the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. TABLE OF CONTENTS with consumers and conducive regulatory backdrops globally have created a ready need for public equity capital to fund organic growth initiatives and strategic mergers and acquisitions for technology-driven entertainment platforms. Our founders and management team are industry leaders with highly complementary backgrounds. Our team, whom have an average of over 25 years of professional expertise, have a diverse set of skills that include being best-in-class operators, leaders of public and private companies with history of significant stakeholder value creation, founders of private companies with strong track record of growth and monetization, structuring and negotiating complex corporate transactions and proven networks that compliment sector backgrounds for deal sourcing opportunities. The founders and management team are complemented by five independent directors with direct experiential entertainment expertise and extensive industry relationships. We intend to undertake a rigorous investment process centered on identifying a target platform opportunity to which the team can add value through operational enhancements, capital structure optimization and future growth initiatives, either organically or through mergers and acquisitions. OUR MANAGEMENT TEAM Our management team is comprised of dynamic and seasoned industry leaders, who we believe are well-positioned to identify and evaluate businesses within the technology-based experiential entertainment industry that would benefit from our management team s skills and access to the public markets. We believe our management team offers a deep network of long-standing relationships in our target sectors, as well as a distinct and complementary background that can have a transformative impact on a target business. Our management team has been involved in all aspects of a business lifecycle from founding, growing and monetizing companies through various channels and have significant experience in complex merger and acquisition transactions. Our management team comprises of Holly Gagnon and Philip Kaplan, our Co-Chief Executive Officers, Thomas J. Granite, our Chief Financial Officer, and Scott Shulak, our Senior Vice President, Acquisitions and Accounting. Holly Gagnon serves as our Co-Chief Executive Officer and Chairperson. From 2017 to 2020, Ms. Gagnon served as Chief Executive Officer of Seneca Gaming Corporation, which manages the gaming operations of the Seneca Nation of Indians. Prior to this, she served as Chief Executive Officer for Chumash Enterprises for the Santa Ynez Band of Chumash Indians from 2015 to 2017. Before joining Chumash Enterprises, Ms. Gagnon served as the President and Chief Executive Officer of Pearl River Resort from 2012 to 2015 and, prior to this, in a number of key financial and operational roles with Caesars Entertainment Corporation, MGM Resorts International and Harrah s Entertainment Inc. Ms. Gagnon serves as a board member of Bragg Gaming Group Inc. and GameWorks, Inc. In addition, she is a founding board member of Global Gaming Women Charitable Education Fund and a Distinguished Fellow for the International Gaming Institute at the University of Nevada, Las Vegas. Ms. Gagnon holds a B.S. in Accounting from Bentley University in Massachusetts and an MBA from Chaminade University of Honolulu. Philip Kaplan serves as our Co-Chief Executive Officer and President. In addition, Mr. Kaplan serves as the Chairman and Chief Executive Officer of GameWorks, Inc., which operates a chain of entertainment venues focusing on video gaming, since 2018 and as Managing Partner of April Mountain Properties, LLC since 2013. From 2010 to 2013, Mr. Kaplan was the Chief Executive Officer and board member at dbtech, a private equity-held provider of healthcare workflow automation solutions. Mr. Kaplan served as Chief Operating Officer and board member of Quality Systems, Inc. from 2008 to 2010 and as President, Chief Operating Officer and board member at VitalStream Holdings, Inc. from 2000 to 2008. Mr. Kaplan holds a B.A. in Economics from University of California, Davis. Thomas Granite serves as our Chief Financial Officer and Secretary. In addition, Mr. Granite serves as Chief Executive Officer of Azoria Foods. From 2019 to 2020, he served as Chief Financial Officer of Maverick Gaming LLC, a casino operator. Prior to this, Mr. Granite worked at Jefferies Financial Group from 2010 to 2019, most recently serving as Managing Director in the Real Estate, Gaming and Lodging Investment Banking group, where he worked with clients across the gaming industry, and served at Merrill Lynch as Director of Gaming, Leisure, and Transportation Investment Banking from 2005 to 2009. Mr. Granite holds a B.A. in Art History from Bucknell University and an MBA from Columbia Business School. TABLE OF CONTENTS Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $178,500,000,or $205,275,000 if the underwriters over-allotment option is exercised in full ($10.20 per unit in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $3,500,000 in underwriting discounts and commissions payable upon the closing of this offering (or $4,025,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $1.95 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Joint Bookrunners BarclaysBMO Capital Markets Prospectus dated , 2021 TABLE OF CONTENTS Scott Shulak serves as our Senior Vice President. In addition, Mr. Shulak serves as Vice President of Financial Accounting and Reporting at PLAYSTUDIOS, Inc, which develops and operates online and mobile social gaming applications. From 2019 to 2020, he served as Senior Vice President Corporate Accounting at Maverick Gaming LLC. Prior to this, Mr. Shulak served as Vice President and Chief Accounting Officer at Cannae Holdings, Inc. from 2018 to 2019 and as auditor at Deloitte & Touche from 2012 to 2018. Prior to joining Deloitte & Touche, Mr. Shulak was an auditor with KPMG from 2010 to 2012. Mr. Shulak is a licensed certified public accountant and holds a B.S. in Finance and Accounting from Florida State University. OUR BOARD OF DIRECTORS The board of directors of Artemis Strategic Investment Corporation includes six members as of the effectiveness of the registration statement of which this prospectus forms a part. The board is led by Holly Gagnon, as Chairperson, and consists of industry leaders and renowned investors. Each brings a diversity of experience, perspective and global industry network that we intend to leverage for a successful transaction. Holly Gagnon serves as our Co-Chief Executive Officer and Chairperson. From 2017 to 2020, Ms. Gagnon served as Chief Executive Officer of Seneca Gaming Corporation, which manages the gaming operations of the Seneca Nation of Indians. Prior to this, she served as Chief Executive Officer for Chumash Enterprises for the Santa Ynez Band of Chumash Indians from 2015 to 2017. Before joining Chumash Enterprises, Ms. Gagnon served as the President and Chief Executive Officer of Pearl River Resort from 2012 to 2015 and, prior to this, in a number of key financial and operational roles with Caesars Entertainment Corporation, MGM Resorts International and Harrah s Entertainment Inc. Ms. Gagnon serves as a board member of Bragg Gaming Group Inc. and GameWorks, Inc. In addition, she is a founding board member of Global Gaming Women Charitable Education Fund and a Distinguished Fellow for the International Gaming Institute at the University of Nevada, Las Vegas. Ms. Gagnon holds a B.S. in Accounting from Bentley University in Massachusetts and an MBA from Chaminade University of Honolulu. Ms. Gagnon s qualifications to serve on our board of directors include her significant leadership experience in the gaming industry. Matthew Anfinson will serve on our board of directors following the completion of this offering. Mr. Anfinson served as the Chief Operating Officer of Great Canadian Gaming Corporation, the largest gaming company in Canada, from 2019 to 2020. Prior to this, Mr. Anfinson held various operational, finance and marketing roles during a 15-year career at Caesars Entertainment Corporation, most recently as Corporate Senior Vice President of Operations from 2016 to 2019. Mr. Anfinson holds a B.A. in Finance from Wartburg College and an MBA from the Tippie School of Management at University of Iowa. Mr. Anfinson s qualifications to serve on our board of directors include his extensive experience in the operations finance, marketing and development within the gaming market. Rodney Butler will serve on our board of directors following the completion of this offering. Mr. Butler serves as the Chairman of the Mashantucket Pequot Tribal Nation, a position he has held since 2010. Simultaneously, he served as the Interim Chief Executive Officer for Foxwoods Resort Casino from June 2018 to August 2019. Mr. Butler was also the Chairman of the Tribal Business Advisory Board, an executive body responsible for overseeing non-gaming businesses and commercial properties of the Mashantucket Pequot Tribal Nation from 2001 to 2004. Mr. Butler serves on the board of trustees for Roger Williams University and as a member of the board of directors for the Mystic Aquarium. Mr. Butler holds a B.S. in Finance from the University of Connecticut. Mr. Butler s qualifications to serve on our board of directors include his significant experience in the gaming industry, along with extensive experience in government relations at both the state and national level. Anna Massion will serve on our board of directors following the completion of this offering. Ms. Massion currently serves as Independent Non-Executive Director at Playtech plc, a gambling software development company, and PlayAGS, Inc., a company that develops and manufactures casino games, systems and technology. From 2014 to 2019, she served as Senior Analyst at PAR Capital Management Inc. Prior to this, Ms. Massion served as Director of Gaming, Lodging and Leisure Research at Hedgeye Risk Management, LLC from 2008 to 2014 and as Vice President and Senior Research Analyst at Marathon Asset Management in 2008. Ms. Massion holds a B.S in Finance and an MBA from the Wharton School at the University of TABLE OF CONTENTS Pennsylvania. Ms. Massion s qualifications to serve on our board of directors include her extensive professional experience as an investment and finance professional with deep experience in the gaming and hospitality sectors. Andro Nodarse-Le n will serve on our board of directors following the completion of this offering. Mr. Nodarse- Le n currently serves as the Chief Executive Officer of LionGrove LLC, a hospitality investment firm that he founded in 2018. From 2005 to 2018, Mr. Nodarse-Le n served as the Co-Founder and Managing Partner of Leon, Mayer & Co., a private equity and investment banking firm that he co-founded in 2005. From 2012 to 2018, Mr. Nodarse-Le n co-founded Endeavor Schools, where he led financing efforts, investment activities, operational oversight and optimization. From 2003 to 2005, Mr. Nodarse-Leon worked at KKR where he focused on the acquisition hospitality, media, entertainment and consumer products companies. Mr. Nodarse-Le n began his career in investment banking at Goldman Sachs & Co. advising media and entertainment companies. Mr. Nodarse-Le n holds a B.S. in Economics and a B.S.E. in Systems Engineering from the University of Pennsylvania. Mr. Nodarse-Le n s qualifications to serve on our board of directors include his significant professional investment experience with acquisition and financing transactions across multiple sectors, including hospitality and entertainment. Leonard Wanger will serve on our board of directors following the completion of this offering. Mr. Wanger currently serves as a Managing Partner at Deer Valley Ventures, LLC, a financing firm. He has served as the Chief Technology Manager at Impossible Objects, Inc., an industrial 3D printer manufacturer, from 2017 to present and as a technology sector analyst and portfolio manager of the William Harris Technology Fund, an equity hedge fund he founded, from 2002 to 2013. Prior to this, Mr. Wanger founded or co-founded several technology companies. He serves as a director of the Acorn Foundation, as a member of the Museum of Science and Industry Presidents Counsel and as an advisor to the Fab Foundation. Mr. Wanger holds a B.S. in Computer Science from University of Iowa and an M.S. in Computer Graphics from Cornell University. Mr. Wanger s qualifications to serve on our board of directors include his extensive experience as an investor and advisor with both private and public companies. We believe that our management team and board of directors are well-positioned to identify attractive business combination opportunities with a compelling industry backdrop and an opportunity for transformational growth. Our objectives are to generate attractive returns for our stockholders and enhance value through improving operational performance of the acquired company. We expect to favor potential target companies with certain industry and business characteristics. Key industry characteristics include compelling long-term growth prospects, attractive competitive dynamics, consolidation opportunities and the ability to disrupt the incumbent operators. Key business characteristics include high barriers to entry, significant streams of recurring revenue with low customer churn, opportunity for operational improvement, attractive steady-state margins, high incremental margins when operating at scale, low capital intensity, and ability to generate free cash flow. With respect to the above, past experience or performance of our management team, our board of directors and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. No member of our management team or board of directors has had management experience with special purpose acquisition companies in the past. You should not rely on the historical record of our management team or their respective affiliates as indicative of future performance. Our management team, our board of directors and their respective affiliates have been involved with many public and private companies in addition to those identified above, not all of which have achieved similar performance levels. See Risk Factors Past performance by our management team may not be indicative of future performance of an investment in us. For a complete list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. For more information on the experience and background of our management team, see the section entitled Management. OUR ADVISORS Our experienced advisors will assist our management team in search of suitable acquisition targets following the consummation of this offering. They are as follows: TABLE OF CONTENTS Virginia McDowell has significant executive experience working for gaming corporations, including publicly traded entities. Ms. McDowell is currently acting as non-executive director of Entain plc, a FTSE100 company and one of the world s largest sports betting and gaming groups, operating both in the online and retail sectors. She is also a founding board member of Global Gaming Women and a member of the Board of Trustees of Saint Louis University. Previously, Ms. McDowell worked in executive roles at Isle of Capri Casinos, Inc., first as President and Chief Operating Officer from 2007 to 2011 and, most recently, as President and Chief Executive Officer from 2011 to 2016. Maureen Sweeny has served in executive roles across multiple geographies and industries, including gaming, energy, financial services, hospitality and telecommunications. Most recently, Ms. Sweeny served as Executive Vice President and Chief Development Officer of Delaware North, a global hospitality and food service company, from 2017 to 2020 and as Chief Commercial Officer of Aristocrat Leisure Limited, a global provider of gaming solutions, from 2014 to 2016. Prior to this, she spent 30 years at International Business Machines Corporation (IBM), most recently as General Manager, Financial Services Sector from 2011 to 2014. Oakvale Capital LLP ( Oakvale ) is a boutique advisory and consulting firm with extensive knowledge of the gaming, sports and digital media sectors across multiple jurisdictions and countries. Based in London, we believe Oakvale has access to an unparalleled global network and a long track record of executing successful transactions, including several special purpose acquisition companies pursuing acquisition opportunities in the casino gaming, sports betting and online gaming industries. Some of the recent transactions in which Oakvale has played a key role include Rush Street Interactive, LP's reverse merger with dMY Technology Group, Inc. into a publicly traded entity in 2020, the sale of Super Free Games to Stillfront, the sale of Sportcaller to Bally and Genius Sports Group Ltd.'s reverse merger with dMY Technology Group, Inc. II into a publicly traded entity in 2021. We currently expect our advisors to (i) provide guidance to us in the completion of this offering, (ii) assist us in sourcing and negotiating with potential business combination targets, (iii) provide business insights when we assess potential business combination targets and (iv) upon our request, provide business insights as we work to create additional value in the businesses that we acquire. In this regard, our advisors will fulfill some of the same functions as our board members. However, our advisors have no written advisory agreement with us, nor do they have any other employment arrangements with us. Moreover, our advisors will not be under any fiduciary obligation to us nor will they perform board or committee functions, nor will they have any voting or decision making capacity on our behalf. Our advisors will not be required to devote any specific amount of time to our efforts or be subject to the fiduciary requirements to which our board members are subject. Accordingly, if our advisors become aware of a business combination opportunity which is suitable for any of the entities to which they have fiduciary or contractual obligations, they will honor their fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We may modify or expand our roster of advisors as we source potential business combination targets or create value in businesses that we may acquire. MARKET OPPORTUNITY AND BUSINESS STRATEGY We intend to focus our search for business combination targets in the gaming, hospitality and entertainment industries, including transformational technology companies operating in these industries. We believe the acquisition of one or more businesses in these industries can serve as a platform for expansion, both organically and through further acquisitions. The businesses we target may be at any stage of their corporate evolution. In addition, technology has continued to evolve consumer and business behavior. During times like the COVID-19 pandemic, that rate of evolution accelerates to meet evolving demand. We believe that an understanding of the diverse needs of the consumer and innovative, transformative technologies based on data science and artificial intelligence can combine to seize those opportunities and serve as the key to a successful investment. As of result of the COVID-19 pandemic, we have witnessed a generational shift that we believe will continue to accelerate and provide such transformational opportunities. We intend to deploy a proactive, thematic sourcing strategy and to focus on businesses where we believe the combination of our operating experience, relationships, capital and capital markets expertise can be catalysts to transform a target company and can help accelerate the target s growth and performance. We believe our management team and board of directors have a track record of identifying businesses at attractive TABLE OF CONTENTS valuations, uncovering and improving operational inefficiencies and investing in accretive acquisitions that have resulted in significant value creation for investors. Upon completion of this offering, our team will communicate with their network of relationships to articulate our initial business combination criteria, including the parameters of our search for a target business, and will begin the disciplined process of pursuing and reviewing attractive leads. Our management team will seek to leverage their access to proprietary deal flow, sourcing capabilities and deep network of industry contacts to generate business combination opportunities. Extensive Expertise as Business Leaders, Operators, Investors and Advisors. Our management team and board of directors have spent their entire careers focused on industries that provide consumer-driven experiential entertainment experiences, through both location-based, digital and mobile platforms. They have a long and consistent track record demonstrating their ability to found, operate, build, lead, invest in, acquire and advise leading entertainment businesses that provide consumers engaging experiences. Throughout their careers, they have helped shape prominent entertainment, hospitality and gaming industries by leading their respective companies and engaging in transformative transactions. Fundamental Understanding of Consumer Trends and Customer Preferences. Throughout their careers, our management have continually been at the leading edge of consumer trends and innovations to enhance the customer experience. Key areas include data-driven approaches to managerial decisions and marketing programs, implementation of transformative technologies to create more meaningful and profitable customer engagement and strategic reviews to successfully reposition businesses in the face of new competition. Diverse Approach to Transaction Sourcing with an Expansive Network of Relationships. Our management team and board of directors have spent decades operating, investing and advising in the industries we are targeting. This has enabled our team to develop an expansive network of founders, owners and management teams of private companies, entrepreneurs, public company senior executives, boards, investors, private equity sponsors, as well as financial, legal, accounting advisors and consultants. We believe this breadth of access will allow us to both source and execute acquisition opportunities unique in the industry due to our diverse yet complementary career experiences. Deep Understanding of Global Financial Markets, Structuring Transactions and Executing Integration Plans. Our management s expertise from their careers as C-Suite executives, investors and financial advisors will be invaluable to management teams in accessing the capital markets and driving long-term stockholder value. We will approach potential targets with a disciplined strategy, structural creativity and operational expertise as they relate to key terms and valuation of the merger to promote value creation to all stockholders. We believe there are an abundant means to achieve a successful business combination, such as private and public companies, corporate carve-outs and private equity-backed exits, and our management team has decades of experience structuring, negotiating and executing transactions across the industries that we intend to focus on. Implement Operating and Financial Structuring Opportunities. We intend to construct an operating and financial plan which optimizes the potential to grow stockholder value. We believe our management team has the ability to structure and execute a business combination, which will provide the combined business with a capital structure that will support growth in stockholder value and give the combined company the flexibility needed to grow organically and/or through strategic acquisitions or divestitures. We also intend to develop and implement strategies and initiatives to improve the business operating and financial performance and create a platform for growth. Diligent Focus on Sustainable Value Creation. Our team s complementary experiences in sourcing and executing transactions throughout the various business and market cycles enable us to evaluate potential businesses, market and industry risks and mitigants. We have a long history of creating value by implementing operational improvements, refocusing business strategies to changing market dynamics, optimizing capital structures and capital allocation, acquiring and monetizing businesses and identifying future growth opportunities through organic investments and acquisitions. Each member of our team has relentlessly pursued value maximizing initiatives and developed impressive track records over the long term. TABLE OF CONTENTS The experiential entertainment industry has become one of the most important drivers of the U.S. economy, led to the dynamic creation of new concepts and attracted significant private growth capital. According to the Bureau of Economic Analysis, it is estimated that in excess of $1 trillion was spent on entertainment in the U.S. in 2019, which is approximately 4.5 times greater than what was spent in 1990. Consumers entertainment expenditures grew almost 25% faster during this period than U.S. GDP, as consumers dedicated an increasing portion of their expenditures to entertainment. Additionally, travel and tourism GDP growth outpaced the overall economy GDP growth for the ninth consecutive year in 2019 by 40%. Research highlights that travel and tourism will be the key sector in driving the recovery of the global economy post COVID-19 by generating new jobs and driving visitors back to destinations. While 2020 experienced a contraction in the sector, the hospitality sector expects arrivals to return to growth in 2021 by 42%. Our expertise strongly positions us to capitalize on what we believe to be newly created and actionable acquisition opportunities across the entertainment and hospitality ecosystem. The 2019 global gaming market was valued at $152 billion and is expected to grow to $257 billion by 2025 at a compound annual growth rate ( CAGR ) of 9%. In contrast, the global online gambling market size was valued at $54 billion in 2019 and is expected to grow at a CAGR of 12% from 2020 to 2027. The current U.S. broader digital sports and gaming market remains in its early stages relative to similar European countries that have more mature and established gaming marketplaces. Domestically, a larger proportion of the gaming industry is comprised of land-based gaming operations. However, both COVID-19 and the recent regulatory environment in the U.S. have provided momentum for the online gaming sector. As the gaming industry continues to develop through state-by-state legislative sanctioning, digital gaming and sports betting s U.S. total addressable market is expected to rapidly scale and reach a size between $33 billion (base case) to $50 billion (upside scenario) in 2022, representing approximately 25% of the global gaming market. In 2018, digital gaming accounted for approximately 39% of the total gaming revenue in the United Kingdom, which grew approximately 4% in 2019 in both digital gaming and sports betting and 13% in online bingo. Given similarities between the U.S. and the United Kingdom markets, we believe there are opportunities to achieve comparable levels of digital penetration in the U.S. BUSINESS COMBINATION CRITERIA Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet some or all of these criteria and guidelines. Has a Strong, Committed and Motivated Team. We will focus on professional management teams with a proven track record of driving growth and creating long-term value for stakeholders and are eager to work together with our management team by taking into consideration continual and sustainable operational improvements. Would Benefit from our Extensive and Diverse Operational Expertise. We will seek to acquire a business where the skills of our management team and board of directors can accelerate the growth position and financial performance of the target. The company could benefit from enhanced technology, content or operational expertise and we intend to leverage the industry experience and financial acumen of our management team to identify additional operational improvement opportunities for the target business. Highly Defensible Business Models with a Sustainable Competitive Advantage. We intend to seek companies that we believe have defensible proprietary technology and intellectual property rights that are differentiated and superior to the industry standard as we believe these criteria will provide sustained and growing market share and leverage our ability to grow faster than the broader industry. Additionally, we will seek companies with a tailored, highly differentiated, or unique consumer experience that builds a strong customer database enduring consumer loyalty and repeat customer demand. We believe these attributes create the most defensible business models, sustain a competitive advantage and enhance market position to generate long term stockholder value. Transformative Businesses with Strong Runway for Growth. Companies create strong value for their customers by improving customer experiences including utilizing technology to enhance convenience, speed, personalization, frictionless transaction or other similar factors. In addition, many sectors are TABLE OF CONTENTS experiencing unprecedented growth due to strong underlying consumer demand, a shift from land-based to mobile entertainment and liberalizing regulations. These companies have significant runway for growth and are well positioned to take substantial market share during the post COVID-19 recovery environment. Dislocated Valuations or Underperforming Peak Operations within Fundamentally Strong Sectors and Businesses. We believe that given our management team s operational expertise, we are well-positioned to identify and provide equity capital to privately owned companies, or public companies through the carve-out of a division, at attractive valuations. Location-based experiential entertainment businesses have been temporarily disrupted due to COVID-19, but many have shown to be resilient with strong recovery and positioned for growth as these businesses possess fundamentally sound long-term business plans. Acquire the Target Company at a Redeemable Value Relative to Long Term Potential. Combining rigorous bottom-up analysis as well as our industry expertise, the management team intends to develop its view of the intrinsic value of the potential business combination. In doing so, the management team will evaluate future cash flow potential, relative industry valuation metrics and precedent transactions to inform its view of intrinsic value, with the intention of creating a business combination at an attractive price relative to such view and the ability to enhance and create value for stockholders over the long term. Benefit from Being a Public Company and Seek Opportunities for Add-on Strategic Acquisitions to Further Grow Stockholder Value. We intend to work with management teams and stakeholders who aspire to have their company become a public entity and generate substantial growth. The benefits of transitioning from a private to a public entity may include broader access to debt and equity capital providers, liquidity for employees and strategic initiatives and expanded branding in the marketplace. In addition, we believe that we can utilize our sponsor s extensive networks to source proprietary opportunities and execute transactions that will help the business we acquire grow through further acquisitions, if appropriate or beneficial. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the Securities and Exchange Commission, or the SEC. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. COMPETITIVE STRENGTHS We are a diverse and experienced group of professionals. Our management team and board of directors have extensive capabilities in sourcing, valuing, conducting due diligence and executing transactions. Combined, we believe it will provide us with a significant pipeline of opportunities from which to evaluate and select a business that will benefit from our expertise. Our competitive strengths include the following: Strong Reputation with Deep and Long-Standing Network to Source Targets. Each of our management team members and board of directors have decades of experience in the experiential entertainment industries and have a strong reputation with an extensive network globally to facilitate sourcing potential target opportunities, which includes entrepreneurial founders, existing owners of private companies, management teams of both private and public entities, existing board of directors, robust TABLE OF CONTENTS capital providers as stockholders and private capital sources, as well as collective advisory groups (e.g. investment banks, consultants, attorneys and accountants). Focus on Innovation, Diversity and Inclusion. We believe that our fully diverse group of executives and board of directors have been innovators in their respective fields and uniquely positions Artemis as a partner of choice to accelerate value creation for potential targets. Insightful Operating Experience Across All Aspects of Business. We believe that our ability to leverage the experience of our management team and board of directors, who comprise former senior operating executives of companies across multiple sectors and industries, will provide us a distinct advantage in being able to source, evaluate and consummate a compelling transaction on attractive terms. Demonstrated Ability to Achieve Strong Results. Our collective team understands the optimal combination of implementing operational improvements, transformational technology and data-driven analysis to unlock the full potential of a business on a sustainable basis. Successful Track Record in Structuring and Executing Transactions. Our management team alongside our board of directors have a combined expertise and reputation that will allow us to source and complete transactions possessing structural attributes that create an attractive investment thesis. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence and extensive negotiations and documentation. Dedication to Culture, Purpose and Governance. Our collective team has a deep commitment to purpose-driven organizational culture and community engagement and demonstrated track records of creating positive systemic change. In addition, we have operated in highly regulated industries and taken companies public as principals, advisors and/or investors. OUR ACQUISITION PROCESS In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial, operational, legal and other information about the target and its industry. We will also utilize our management team s operational and capital structuring experience. Each of our directors and officers will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination. Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such officer s and director s fiduciary duties, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties or obligations to materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Our third amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. In addition, our founders, officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among TABLE OF CONTENTS various business activities, including identifying potential business combinations and monitoring the related due diligence. See Risk Factors Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. INITIAL BUSINESS COMBINATION In accordance with the rules of Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting discounts held in trust) at the time of signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of net assets test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of net assets test, as well as the basis for our determinations. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the target company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our stockholders. However, if required under applicable law, any proxy statement that we deliver to stockholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together TABLE OF CONTENTS as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to foregoing, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. SOURCING OF POTENTIAL INITIAL BUSINESS COMBINATION TARGETS We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our third amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. TABLE OF CONTENTS Our founders and our directors and officers may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. CORPORATE INFORMATION Our executive offices are located at 3310 East Corona Avenue, Phoenix, Arizona 85040, and our telephone number is (602) 346-0329. The information contained on or accessible through our corporate website (if any) or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of Class A common stock that are held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. Our status as a smaller reporting company is determined annually. We will continue to qualify as a smaller reporting company for so long as (i) the market value of our common stock held by non-affiliates (measured as of the end of the second quarter of the then current fiscal year) does not exceed $250 million or (ii) our annual revenues for the most recently completed fiscal year do not exceed $100 million and the market value of our common stock held by non-affiliates (measured as of the end of the second quarter of the then current fiscal year) does not exceed $700 million. If we exceed these thresholds, we will cease to be a smaller reporting company as of the first day of the following fiscal year. TABLE OF CONTENTS THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 17,500,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-half of one redeemable warrant. Proposed Nasdaq symbols Units: ARTEU Class A common stock: ARTE Warrants: ARTEW Trading commencement and separation of shares of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Barclays Capital Inc. and BMO Capital Markets Corp., the representatives of the underwriters of this offering, inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. TABLE OF CONTENTS Units: Number outstanding before this offering 0 Number outstanding after this offering 17,500,000(1) Common stock: Number outstanding before this offering 5,031,250(2)(3) Number outstanding after this offering 21,875,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 8,950,000(1) Number of warrants to be outstanding after this offering and the private placement 17,700,000(1) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-half of one warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 656,250 founder shares by our initial stockholders for no consideration. (2) Includes up to 656,250 founder shares that will be forfeited by our initial stockholders depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 17,500,000 public shares and 4,375,000 founder shares. TABLE OF CONTENTS Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance), (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions) and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of Warrants for Cash will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable 30 days after the completion of our initial business combination provided that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such TABLE OF CONTENTS time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash Once the warrants become exercisable, we may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination as described elsewhere in this prospectus) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants for cash unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are TABLE OF CONTENTS unable to register or qualify the underlying securities for sale under all applicable state securities laws. None of the private placement warrants will be redeemable by us so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees. Cashless exercise If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value will mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see Description of Securities Warrants Public Stockholders Warrants for additional information. Founder shares On January 5, 2021, the Company issued 4,312,500 shares of Class B Common Stock to the sponsor in consideration for the sponsor paying certain offering and formation costs on behalf of the Company with a value of $25,000, or approximately $0.006 per share. On March 16, 2021, the Company effected a stock split of its Class B common stock, resulting in an aggregate of 5,031,250 founder shares outstanding and held by the sponsor. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 20,125,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 656,250 of the founder shares will be forfeited depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of TABLE OF CONTENTS the offering in such amount as to maintain the ownership of founder shares by our initial stockholders, on an as-converted basis, at 20.0% of our issued and outstanding common stock upon the consummation of this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our third amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months from the closing of this offering (or 21 months from the closing of this offering if we have executed a definitive agreement from an initial business combination within 18 months from the closing of this offering) or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 18 months or 21 months, as the case may be, from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our third amended and restated certificate of incorporation (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame) (if we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination and, as a result, in addition to our initial stockholders founder shares, we would need 6,562,501, or 37.5%, of the 17,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all TABLE OF CONTENTS outstanding shares are voted and the over-allotment option is not exercised)); and the founder shares are automatically convertible into our Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property, in each case except to certain permitted transferees and under certain circumstances as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) if we consummate a transaction after our initial business combination which results in our stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities TABLE OF CONTENTS or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Voting rights Holders of record of our Class A common stock and holders of record of our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 8,950,000 private placement warrants (or 10,000,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $8,950,000 in the aggregate (or $10,000,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $178.5 million (or $205.3 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 18 or 21 months, as the case may be, from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by their initial purchasers or their permitted transferees (except as described below under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). If the private placement warrants are held by holders other than their initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . TABLE OF CONTENTS Expression of interest Up to 11 anchor investors have each expressed to us an interest to purchase up to 9.9% of the units sold in this offering at the offering price and we have agreed to direct the underwriters to sell to the anchor investors such amount of units. In addition, at the closing of this offering, each of the anchor investors will be entitled to purchase from us up to 908,333 of their founder shares, at a purchase price of approximately $0.006 per share and up to 4 of the anchor investors will each be entitled to purchase up to 1,816,667 private placement warrants from us at a purchase price of approximately $1.00 per private placement warrant. Subject to an anchor investor purchasing 100% of the units for which it has expressed an interest, upon the closing of this offering, such anchor investor would hold, on an as-converted basis, up to 2,332,500 shares of common stock, or up to 10.66% of our issued and outstanding shares of common stock (not including the shares of Class A common stock underlying the private placement warrants). If each of the anchor investors purchases the total number of units per their indicated expressions of interest, the anchor investors would hold in the aggregate 71.47% of the founder shares and 53.82% of the private placement warrants after the completion of this offering. However, each anchor investor has agreed that if such anchor investor does not purchase the amount for which they expressed an interest, it will forfeit its right to purchase founder shares. Because these expressions of interest are not binding agreements or commitments to purchase, anchor investors may determine to purchase more, fewer or no units in this offering. In addition, the underwriters may determine to sell more, fewer or no units to our anchor investors. If an anchor investor does not submit a firm order to the underwriters to purchase the units for which it has indicated an interest in this offering, such anchor investor shall forfeit its founder shares. The underwriters will not receive any underwriting discounts or commissions on the units purchased by one of our anchor investors or any of its affiliates. There can be no assurances that any of the anchor investors will acquire any units in this offering, or as to the amount of such units the anchor investors will retain, if any, prior to or upon the consummation of our initial business combination. There is also no guarantee that all 11 anchor investors will participate in this offering. In the event that the anchor investors purchase all of the units for which they have expressed an interest in purchasing in this offering, hold all such units until prior to consummation of our initial business combination and vote their public shares in favor of our initial business combination, in addition to the founder shares, no affirmative votes from other public stockholders would be required to approve our initial business combination. The anchor investors have no agreement with us or our sponsor with respect to voting in favor of our initial business combination. TABLE OF CONTENTS Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $178.5 million, or $205.3 million if the underwriters over-allotment option is exercised in full ($10.20 per unit in either case), will be deposited into a segregated trust account located in the United States at UBS Financial Services Inc. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $3,500,000 in underwriting discounts and commissions payable upon the closing of this offering (or $4,025,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $1,950,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $6,125,000 (or up to $7,043,750 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 18 or 21 months, as the case may be, from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to amend our third amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 18 or 21 months, as the case may be, from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our third amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury TABLE OF CONTENTS obligations. We estimate the interest earned on the trust account will be approximately $175,000 per year, assuming an interest rate of 0.1% per year; however we can provided no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $1,050,000 in working capital after the payment of approximately $900,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.00 per warrant, at the option of the lender. Conditions to completing our initial business combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to TABLE OF CONTENTS the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock or shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted purchases of our securities for a description of how our sponsor, initial TABLE OF CONTENTS stockholders, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.20 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the representatives of the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares they hold and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the TABLE OF CONTENTS business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A common stock or seek to amend our third amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq s stockholder approval rules. The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our third amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial TABLE OF CONTENTS business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need only 6,562,501, or 37.5%, of the 17,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to TABLE OF CONTENTS the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares. Our third amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and TABLE OF CONTENTS we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our third amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the representatives of the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our TABLE OF CONTENTS initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our third amended and restated certificate of incorporation provides that we will have only 18 months (or 21 months, if we execute a definitive agreement within those 18 months) from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 18 or 21-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18- or 21-month time period. Our initial stockholders have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 18 or 21 months, as the case may be, from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our third amended and restated certificate of incorporation. However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 18- or 21-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 18 or 21 months, as the case may be, from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our third amended and restated certificate of incorporation and, in TABLE OF CONTENTS such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our third amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 or 21 months, as the case may be, from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; payment to our sponsor of $10,000 per month for office space, secretarial and administrative services provided to members of our management team; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor TABLE OF CONTENTS or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination; provided that up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender and such warrants would be identical to the private placement warrants (except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans). Audit committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001840225_fusion_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001840225_fusion_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4c530f5e65a7f19c83e0208fd016509d66b6d72a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001840225_fusion_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to Fusion Acquisition Corp. II, a Delaware corporation; Cantor are to Cantor Fitzgerald & Co., the representative of the underwriters in this offering; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; founder shares are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors; directors are to our current directors and director nominees; common stock are to our Class A common stock and our Class B common stock; public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; and sponsor are to Fusion Sponsor II LLC, a Delaware limited liability company, formed by our Chief Executive Officer. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. GENERAL We are a newly organized blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Throughout this prospectus we will refer to this as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an acquisition in any business industry or sector, we intend to concentrate our efforts identifying businesses in the financial services industry with an enterprise value of approximately $1.5 billion to $5.0 billion, with particular emphasis on businesses that are providing or changing technology for traditional financial services ( FinTech ), those in the wealth, investment and asset management sectors, or certain types of technology companies that lie adjacent to the Fintech sector. Such companies might include those providing artificial intelligence, information, data and analytics, tech-enabled services, risk and compliance solutions, including those focused on financial, regulatory, fraud and cybersecurity risk, and/or enterprise software solutions, among others. In addition, we intend to capitalize on the ability of our management team to identify, acquire, and manage a business in the Fintech and financial services industries that can benefit from their experience and differentiated global network. 1 Table of Contents BUSINESS STRATEGY Over the past several years, there has been an increased sophistication and interconnectivity between innovative technology and financial services providers as well as a rise in the level of consolidation amongst wealth management and asset management firms, and we expect these trends to continue and accelerate. We believe there are many potential targets within the FinTech (as well as adjacent technologies), asset and wealth management, and broader financial services sectors that could become attractive public companies. These potential targets exhibit a broad range of business models and financial characteristics from mature businesses with recurring revenues and strong cash flows to high growth innovative companies. We do not intend to limit our search to one segment of the financial services ecosystem, but will instead target a wide variety of companies across the financial services and technology sectors, with a focus on FinTech and adjacent technologies. The FinTech sector, for example, saw $14.2 billion of financing volume in 2020, double the largest annual volume in the last four years. With similarly high volumes, the same period saw a highly active IPO market, with 21 US FinTech initial public offerings. Additionally, 2020 was the most active year ever for SPAC transactions (15 completed) in the FinTech sector, or mergers between FinTech companies and SPACs, an annual increase of 650%, with announced deal values of $57.5 billion. The wealth industry has attracted the attention of private equity investors due to its steady growth, high profit margins, consistent cash flow, and low capital requirements. M&A across the vertical remains a principal path to solving strategic challenges and repositioning businesses for growth. Transaction activity remained high in 2020 with 253 announced transactions, a slight reduction year-over-year with the previous year s 270 transactions. The 2020 transactions included 51 traditional asset manager sales, 51 alternative asset manager sales, and 151 private wealth manager sales. 2020 deal activity was spread across firms with different sizes of assets under management ( AUM ). The transacted AUM rose to $2.9 trillion, implying an average AUM per transaction of $11.6 billion in 2020 versus $1.3 trillion in AUM transacted in 2019, implying an average AUM per transaction of $4.67 billion for that year. According to McKinsey & Company research, in 2000, the North American wealth management industry totaled $13 trillion in client assets, which grew by approximately 45%, reaching roughly $19 trillion in 2010. There were approximately 420,000 advisors in the US and Canada in 2010. By the end of the third quarter of 2020, the industry was managing a record-high $34.7 trillion in client assets, with annualized year-to-date net flows at a healthy 2.6%. While as of 2018, the total number of advisors remained largely unchanged from 2010, the advisor workforce aged materially in the US, with only 25% under the age of 44, compared to 33% in 2010. Future industry consolidation will be driven by the fact that a substantial number of advisors are expected to retire over the next decade with their managed assets becoming available for acquisition. These retirements are further fueled by the level of education and professional competency demanded of advisors. The industry is also experiencing a substantial transfer of generational assets and an influx of new generational assets, with a direction towards advisors and companies possessing strong technology. As a consequence, businesses are constantly looking to implement, invest or acquire technology platforms that can further their growth and differentiate their product offerings. This disruption and change in the delivery of financial services includes, among others, digital payments, digital advice (robo-advice), exchanges and trading platforms, the use of big data and artificial intelligence, cloud computing and digital assets. As modelled by Aite Group, assets managed on digital investment platforms are set to increase from AUM of $343 billion in the third quarter of 2019 to $1.26 trillion by 2023 and according to Juniper Research, consumer spending via digital wallets will exceed $10 trillion in 2025, an 85% increase from the $5.5 trillion spent via digital wallets in 2020. According to the Ernst & Young Global Capital Confidence Barometer, 89% of wealth and asset managers that responded to their surveys agreed that digital transformation will present them with opportunities to reposition their overall business strategy and reshape their portfolios. Of the executives surveyed, 77% believe that their chief executive has a clear vision to achieve accelerated digital transformation through M&A. With increased adoption of technology solutions by consumers and businesses alike, we believe that all components of the industry including both mature and innovative newcomers are poised for continued growth in overall market size and penetration. Key industry characteristics include long-term organic growth, attractive competitive dynamics, and further consolidation opportunities to scale. Key business characteristics include high barriers to entry, low risk of technological obsolescence, and public market-ready scale. Key financial metrics include organic revenue growth, recurring revenues, and strong cash flow conversion. We will seek to acquire established businesses that we believe are fundamentally sound, but potentially would benefit from the financial, operational, technological, strategic or managerial improvements our Company and management team can provide to maximize value. We will also look at earlier-stage companies that exhibit the potential to transform the industries in which they participate, and which offer the potential of sustained high levels of revenue growth. 2 Table of Contents Consistent with our industry focus, we intend to target FinTech, adjacent technology and financial services businesses that have strong management teams, demonstrated organic growth, and differentiated products or services. We believe that the extensive networks of our management team and board of directors will deliver access to a broad spectrum of opportunities across the financial services and technology landscapes. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. Our Past Blank Check Experience Each of our officers and directors (as indicated below) are officers or directors of Fusion Acquisition Corp. (NYSE: FUSE; Fusion 1 ), a special purpose acquisition company that completed its initial public offering in June 2020 in which it sold units, each consisting of one share of Class A common stock and one-half of one warrant to purchase one share of Class A common stock for an offering price of $10.00 per unit, generating aggregate proceeds of approximately $350,000,000. On February 11, 2021, Fusion 1 entered into an agreement and plan of merger with MoneyLion Inc. ( MoneyLion ), pursuant to which, among other things, MoneyLion will become a wholly owned subsidiary of Fusion 1. In connection with the business combination, Fusion 1 raised $250 million through a private placement of shares of its Class A common stock at a price of $10.00 per share. The business combination is expected to close in the first half of 2021. OUR MANAGEMENT TEAM We will seek to capitalize on the financial services experience and contacts of the members of our board of directors and management team, including James Ross, our Non-Executive Chairman, John James, our Chief Executive Officer, and Jeffrey Gary, our Chief Financial Officer, to identify, evaluate, and acquire a target business. James Ross, our Non-Executive Chairman, is currently a senior advisor to State Street and has served as Non-Executive Chairman of Fusion 1 since June 2020. He was most recently an executive vice president of State Street Global Advisors ( SSGA ) and chairman of the global SPDR exchange-traded fund ( SPDR ETF ) business, retiring in March 2020. Prior to becoming chairman, Mr. Ross was global head of the SPDR business, responsible for all aspects of the SPDR business including profit and loss management, product innovation, sales and marketing. Throughout his 27-year career, Mr. Ross served in numerous executive positions, such as director and chairman of the board for State Street Global Advisors Funds Management, Inc. and SSGA s registered investment advisor from February 2012 to March 2020, as director of State Street Global Markets, LLC, State Street s registered broker dealer, from May 2013 to April 2017 and as chairman and chief executive officer of State Street Global Advisors Funds Distributors, LLC, SSGA s registered broker dealer, from May 2017 to March 2020. He was a member of SSGA s executive management group as well as SSGA s global product committee from July 2015 to March 2020 and from October 2009 to March 2020, respectively. In these roles, Mr. Ross was responsible for leading SSGA s engagement with ETF stakeholders, including regulators, mutual fund and ETF boards of directors, industry associations, key clients, partners, and the media. Mr. Ross served as the trustee of various SSGA mutual funds from February 2007 to March 2020 and he continues to serve as a trustee of Select Sector SPDR Trust ETFs and as a trustee of SPDR Series Trust ETFs since November 2005. Mr. Ross was also instrumental in creating, developing, and bringing to market many of the world s first ETFs. Mr. Ross also served on the Board of Governors of the Investment Company Institute ( ICI ) and was chairman of ICI s Exchange Traded Funds Committee. Prior to joining State Street Bank & Trust Company in 1992, he worked as a senior accountant for Ernst & Young, responsible for auditing investment companies and insurance companies. Mr. Ross received a Bachelor of Science degree in Accountancy from Bentley College in 1988. John James, our Chief Executive Officer and a director, has 20 years experience as an institutional investor, asset manager, and founder and operator of multiple technology businesses. Mr. James has served as the Chief Executive Officer of Fusion 1 since April 2020. Mr. James founded BetaSmartz, a global financial technology business serving financial services organizations, in 2015, and has served as its chairman and chief executive officer since November 2015. Mr. James has also served as a director of Strawberry Hill Consulting Pty Ltd since July 2012. Prior to founding BetaSmartz, Mr. James co-founded Boka Group, an emerging market fund management and sovereign advisory company, in 2005, where he oversaw Boka s investments and fund administration until the term of Boka s closed-ended funds came to an end in 2010. In 2010, Mr. James relocated to Australia where he began structuring new 3 Table of Contents financial products, including a first home buyer mortgage product for La Trobe Financial Services, now a subsidiary of Blackstone Group, and a real estate exchange traded fund ( ETF ), where he worked until he founded BetaSmartz. After serving as a reserve officer in the U.K. s Royal Naval Reserve, Mr. James began his career at London-based Anglo-Suisse Capital where he managed equities portfolios and advised on M&A transactions. Mr. James is routinely quoted in global financial news publications, providing commentary on the wealth tech sector. In 2017, he provided submissions to the Australian financial regulator, the Australian Securities and Investments Commission, prior to it producing a robo-advice guidance, Providing Digital Financial Product Advice To Retail Clients (RG 255). Mr. James received a Bachelor of Arts (Hons) and a Master of Arts from the University of Oxford with further studies in Law at the University of London and Managerial Accounting and Digital Marketing at the University of Illinois at Urbana-Champaign College of Business. He is a fellow of the Financial Services Institute of Australasia (F Fin) and a Chartered Member of the Chartered Institute for Securities and Investment (Chartered MCSI). Jeffrey Gary, our Chief Financial Officer and a director, has a 30-year track record in the investment and financial services industry including, significant M&A experience. He has served as the Chief Financial Officer of Fusion 1 since June 2020 and is an experienced board member and investor, having worked on numerous transactions with SPACs, and public and private equity companies, and has directly led audit, fiduciary, and corporate governance committees of these companies. He currently sits on several boards of directors, including National Holdings Corporation (Nasdaq: NHLD) where he also serves as chair of the audit committee, and Arca US Treasury Mutual Fund. Mr. Gary also sits on the advisory boards for Monroe Capital and two FinTech companies, DealBox and Total Network Service/Digital Names. In addition, from 2018 to 2020, Mr. Gary served on the board of directors of the Axonic Alternative Income Mutual Fund. Previously, he was a senior portfolio manager and led investment teams at Avenue Capital Group (from January 2012 to July 2018), Third Avenue (from May 2009 to December 2010), BlackRock, Inc. (NYSE: BLK) ( Blackrock ) (from September 2003 to December 2008), AIG/American General (NYSE: AIG) (from May 1998 to September 2003), and Koch Industries (from September 1996 to April 1998) where he invested across all asset classes with a focus on the high-yield, bank loan and distressed markets. During this time, he operated in a variety of roles, which included presenting each quarter on regulatory, compliance, shareholder, the Sarbanes-Oxley Act of 2002, and other U.S. Securities and Exchange Commission ( SEC ) matters to the Board. His role also included making investments and negotiating capital structures for numerous corporate buyout and acquisition transactions. He also successfully launched and managed ten new investment businesses between 1996 and 2018, and was an angel investor/advisor for a start-up healthcare company. For over 15 years, Mr. Gary was the portfolio manager for numerous NYSE-listed funds. Mr. Gary also sat as an investment committee member at BlackRockKelso Capital BDC (Nasdaq: BKCC), where he was involved with the review and approval of all private equity and credit investments, and was a team member in the launch and IPO of BKCC. Additionally, Mr. Gary was employed at Avenue Capital, where he worked closely with the SPAC investment team on their two completed SPAC transactions in 2015 and in 2017. He started his career at PricewaterhouseCoopers as a senior auditor from September 1984 to June 1987 and later as a senior analyst at Citigroup (NYSE: C) from July 1987 to July 1988. From August 1988 to December 2002, Mr. Gary was an investment banker at Mesirow Financial where he successfully closed numerous M&A and IPO transactions. From January 1993 to August 1996, Mr. Gary was a senior distressed analyst at Cargill, Inc. Mr. Gary is a Certified Public Accountant and has previously held a FINRA Series 7 license. Mr. Gary earned a Bachelor of Science in Accounting from Penn State University in 1984 and a Master of Business Administration in Finance and International Business from Northwestern University (Kellogg) in 1991. Mr. Gary is a Certified Public Accountant. Kelly Driscoll, one of our directors, has over 30 years experience as an asset management and financial services executive with international board experience, fiduciary expertise, and a proven track record of driving business growth. Ms. Driscoll has been a director of Fusion 1 since June 2020. In May 2020, Ms. Driscoll became a principal of Fiduciary Resolutions, Inc., an Employee Retirement Income Security Act ( ERISA ) advisory and consulting firm specializing in fiduciary responsibilities and best practices. Previously, she held a number of leadership roles at State Street and SSGA, including senior vice president in global services (from July 2017 to December 2018) and office of regulatory initiatives (from June 2014 to July 2017), senior managing director of SSGA as head of public policy and governance from 2012 to 2014, where she developed and implemented SSGA s first public policy platform, and senior managing director as head of SSGA Asia ex-Japan, located in Hong Kong, from 2008 to 2012, where she led the investment management business across that region and grew the assets under management of that group. Prior to moving to Hong Kong, Ms. Driscoll built and led SSGA s fiduciary business negotiating numerous leveraged employee stock ownership plan ( ESOP ) and ERISA transactions as an independent fiduciary and managing company stock portfolios for corporate clients. Ms. Driscoll earned a Master of Laws degree in banking law from the 4 Table of Contents Boston University School of Law in 1991, a Juris Doctor degree from Suffolk University Law School in 1987, and a Bachelor of Arts degree from Catholic University in 1981. Ms. Driscoll is a licensed attorney in the Commonwealth of Massachusetts and the Commonwealth of Pennsylvania. Ben Buettell, one of our directors, is a mergers and acquisitions professional who brings strategic, financial, and transactional experience to our team, having spent 24 years with Houlihan Lokey (NYSE: HLI), where he was instrumental in its growth from a boutique firm into a global investment bank. At Houlihan Lokey he led numerous corporate engagements, including mergers, acquisitions, recapitalizations, equity reorganizations, and strategic alternative assessments to startups, public and private companies, boards of directors, and independent fiduciaries. He also served in numerous senior management positions, including serving as co-head of Houlihan Lokey s Fairness and Solvency Opinion Practices, co-chair of the Fairness Engagement Committee, and was a senior member of the Financial Advisory Services Management Committee. Mr. Buettell is a co-founder and former partner of Chicago-based R7 Partners, an early-stage technology venture capital firm. Mr. Buettell has served as a director of Fusion 1 since June 2020. He sits on the board of directors of several R7 Partners portfolio companies: 6fusion USA, Inc., Airy3D, Inc. and Tanvas, Inc., and as a board observer at AEye, Inc., Carrot, Inc. and More Labs, Inc. Since December 2020, Mr. Buettell has also served on the board of directors of Trulite, Inc. (OTC: TRUL). Mr. Buettell received a Bachelor of Arts in Economics from Northwestern University in 1984 and a Master of Business Administration from Northwestern University s Kellogg School of Management in 1988. We believe that the members of our board of directors and management team s extensive relationships that were developed over their respective substantial careers at leading financial institutions, as well as their collective executive experience in financial services, FinTech, and the financial markets, will allow us to identify and complete an attractive initial business combination. Similarly, we believe their experience in founding, nurturing, and growing multiple businesses, including asset managers and FinTech businesses, will serve as a valuable foundation to locate and consummate an initial business combination in the financial services industry. The past performance of our management team or their respective affiliates, including with respect to Fusion 1, is not a guarantee of either: (i) success with respect to any business combination we may consummate; or (ii) that we will be able to identify a suitable candidate for our initial business combination. Other than Fusion 1, no member of our management team has had management experience with special purpose acquisition corporations in the past. You should not rely on the historical record of our management team s or their respective affiliates performance as indicative of any future performance. For more information on the experience and background of our management team, see the section entitled Management. BUSINESS COMBINATION CRITERIA Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies that we believe: are fundamentally sound and can unlock and enhance stockholder value through a combination with us, thereby offering attractive risk-adjusted returns for our stockholders; have strong, experienced management teams, or provide a platform to assemble an effective management team with a track record of driving growth and profitability; are at an inflection point, such as requiring additional management expertise, are able to innovate through new operational techniques, or where we believe we can drive improved financial performance; can benefit from the application and exploitation of financial service technologies; have a history of, or potential for, strong, stable free cash flow generation, with predictable and recurring revenue streams; can grow both organically and where we believe our ability to source proprietary opportunities and execute transactions will help the business grow through additional acquisitions; 5 Table of Contents have a leading or niche market position and that demonstrate advantages when compared to their competitors, which may help to create barriers to entry against new competitors; can benefit from being a publicly traded company, with access to broader capital markets, to achieve the company s growth strategy; and exhibit unrecognized value or other characteristics that we believe can be enhanced based on our analysis and due diligence review. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us. INITIAL BUSINESS COMBINATION NYSE rules require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. 6 Table of Contents SOURCING OF POTENTIAL INITIAL BUSINESS COMBINATION TARGETS We believe our management team s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial business combination targets. Over the course of their careers, the members of our management team and our directors and advisors have developed a broad network of contacts and corporate relationships around the world, which includes private equity firms, venture capitalists and entrepreneurs. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. In addition, members of our management team have developed contacts derived directly from serving on the boards of directors of several public and private companies. This network has provided our management team with a flow of referrals, which in the past has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that this network will provide us with multiple investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention by various unaffiliated sources, including participants in our targeted markets and their advisors, private equity funds and large business enterprises seeking to divest non-core assets or divisions. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. As described in Management Conflicts of Interest, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Because Fusion 1 has executed an agreement and plan of merger with MoneyLion and because the other entities to which our officers and directors owe fiduciary duties or contractual obligations (as described below) are not themselves in the business of engaging in business combinations, we do not believe that such duties or obligations will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. In particular, our officers and directors have formed and are actively engaged in Fusion 1, a special purpose acquisition company that completed its initial public offering in June 2020. Fusion 1, like us, may pursue initial business combination targets in any businesses or industries and has until December 30, 2021, to do so (absent an extension in accordance with their charters). Any such companies, including Fusion 1, may present additional conflicts of interest in pursuing an acquisition target. 7 Table of Contents CORPORATE INFORMATION Our executive offices are located at 667 Madison Ave, 5th Floor, New York, New York 10065, and our telephone number is 212-763-0169. We intend to maintain a corporate website at www.fusionacq.com following the consummation of this offering. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. 8 Table of Contents THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 36,500,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-third of one redeemable warrant. Proposed NYSE symbols Units: FSNB.U Class A common stock: FSNB Warrants: FSNB WS Trading commencement and separation of shares of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Cantor informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. 9 Table of Contents Units: Number outstanding before this offering 0 Number outstanding after this offering 36,500,000(1) Common stock: Number outstanding before this offering 10,493,750(2)(3) Number outstanding after this offering 45,625,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 6,200,000(1) Number of warrants to be outstanding after this offering and the private placement 18,366,667(1)(5) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-third of one warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance), (the Newly Issued Price ) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the ____________ (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 1,368,750 founder shares by our initial stockholders for no consideration. (2) Includes up to 1,368,750 founder shares that will be forfeited by our initial stockholders depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 36,500,000 public shares and 9,125,000 founder shares. (5) Includes 12,166,667 public warrants included in the units to be sold in this offering and 6,200,000 private placement warrants to be sold in the private placement. 10 Table of Contents volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable 30 days after the completion of our initial business combination; provided that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 11 Table of Contents The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants Once the warrants become exercisable, we may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination as described elsewhere in this prospectus) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants for cash unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. None of the private placement warrants will be redeemable by us so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees. Cashless exercise If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained 12 Table of Contents by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value will mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see Description of Securities Warrants Public Stockholders Warrants for additional information. Founder shares On January 11, 2021 our sponsor paid $25,000 to cover certain of our offering costs in exchange for 8,625,000 founder shares, or approximately $0.003 per share. On February 18, 2021, we effected a 1:1.2167 stock split of our Class B common stock, resulting in our sponsor holding an aggregate of 10,493,750 founder shares. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 41,975,000 units if the underwriters over- allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 1,368,750 of the founder shares will be forfeited depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial stockholders, on an as-converted basis, at 20.0% of our issued and outstanding common stock upon the consummation of this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination 13 Table of Contents within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 13,687,501, or 37.5%, of the 36,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) if we consummate a transaction after our initial business combination which results in our stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. 14 Table of Contents Founder shares conversion and anti-dilution rights The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Voting Rights Holders of record of our Class A common stock and holders of record of our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 6,200,000 private placement warrants, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per warrant, or $9,300,000 in the aggregate, in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $365 million (or $419.75 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by their initial purchasers or their permitted transferees (except as described below under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). If the private placement warrants are held by holders other than their initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. 15 Table of Contents Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . Proceeds to be held in trust account The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $365 million, or $419.75 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $7,300,000 in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $2 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $12,775,000 (or up to $15,786,250 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in 16 Table of Contents direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $300,000 per year, assuming an interest rate of 0.1% per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.50 per warrant, at the option of the lender. Conditions to completing our initial business combination NYSE rules require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the 17 Table of Contents business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock or shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and the NYSE rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted purchases of our securities for a description of how our sponsor, initial stockholders, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. 18 Table of Contents The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares they hold and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on the NYSE we will be required to comply with the NYSE s stockholder approval rules. 19 Table of Contents The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NYSE. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we amend such provisions of our amended and restated certificate of incorporation, we will provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting. If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need only 13,687,501, or 37.5%, of the 36,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and 20 Table of Contents file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares. 21 Table of Contents Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. 22 Table of Contents Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post- transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Our initial stockholders have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation. However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time frame. 23 Table of Contents The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account. Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to our sponsor of $10,000 per month for office space, secretarial and administrative services provided to members of our management team; Subject to approval by our board of directors, payments of up to $15,000 per month to members of our management team for services rendered to us commencing on the date that our securities are first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation; 24 Table of Contents Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. RISKS Summary of Risk Factors An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled Risk Factors, alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. 25 Table of Contents The requirement that we complete our initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and other events and the status of debt and equity markets. If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public float of our securities. If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. The NYSE may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the 24 months following the closing of this offering, it could limit the amount of cash available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination. Past performance by our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company. Unlike some other similarly structured special purpose acquisition companies, our initial stockholders will receive additional shares of Class A common stock if we issue certain shares to consummate an initial business combination. We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on stockholders or warrant holders. 26 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001840792_vpc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001840792_vpc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..58556faae32fafa76f5633d70418598045b7b6e6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001840792_vpc_prospectus_summary.txt
@@ -0,0 +1 @@
+appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to VPC Impact Acquisition Holdings II, a Cayman Islands exempted company; Companies Act are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; founder shares are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; initial shareholders are to holders of our founder shares prior to this offering; management or our management team are to our officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; public shares are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; sponsor are to VPC Impact Acquisition Holdings Sponsor II, LLC, a Delaware limited liability company; and warrants are to our public warrants and private placement warrants. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED FEBRUARY 19, 2021 VPC Impact Acquisition Holdings II $225,000,000 22,500,000 Units VPC Impact Acquisition Holdings II is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,375,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, VPC Impact Acquisition Holdings Sponsor II, LLC, has committed to purchase an aggregate of 4,716,667 warrants (or 5,166,667 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, or $7,075,000 in the aggregate (or $7,750,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our initial shareholders, which include our sponsor, currently own an aggregate of 6,468,750 Class B ordinary shares, up to 843,750 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised, which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Only holders of Class B ordinary shares will have the right to appoint directors in any election held prior to or in connection with the completion of our initial business combination. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except that in a vote to continue the Company in a jurisdiction outside the Cayman Islands, holders of Class B ordinary shares will have ten votes per share and holders of Class A ordinary shares will have one vote per share, and except as required by law or the applicable rules of Nasdaq then in effect. Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on The Nasdaq Capital Market, or Nasdaq, under the symbol VPCBU. We expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Citigroup Global Markets Inc. and Jefferies LLC, the representatives of the underwriters, inform us of their decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols VPCB and VPCBW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 34 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 225,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 12,375,000 Proceeds, before expenses, to us $ 9.45 $ 212,625,000 (1) Includes $0.20 per unit, or $4,500,000 in the aggregate (or $5,175,000 if the underwriters over-allotment option is exercised in full), payable to the underwriters upon the closing of this offering. Also includes $0.35 per unit, or $7,875,000 in the aggregate (or up to $9,056,250 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $225,000,000, or $258,750,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $4,500,000 in underwriting discounts and commissions payable upon the closing of this offering (or $5,175,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2,575,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Book-Running Managers Citigroup Jefferies Table of Contents General We are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Throughout this prospectus, we will refer to this as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an acquisition or a business combination target in any business or industry, we intend to concentrate our efforts in identifying global high-growth businesses in the Fintech industry with operations or prospective operations predominantly outside of the United States. We anticipate these targets to have an enterprise value of approximately $800 million to $3.0 billion. Based on the CB Insights Global Unicorn Club, we estimate that Fintech businesses represent 13% of all private companies valued at over $1 billion, and approximately 60% of these companies are valued at $2 billion or below. According to PitchBook, in 2019, cumulative global investment activity across Fintech companies reached approximately $147 billion (including venture capital, private equity and M&A) and through Q3 2020, cumulative global investment activity across venture capital, private equity, and M&A for Fintech companies was just under $58.9 billion. We believe that late stage venture capital investors seeking an exit have yielded a deep supply of prospective Fintech targets. The Fintech landscape has matured from a previously niche venture market to an expansive global industry comprised of numerous large-scale institutionalized businesses that consistently experience strong revenue and profitability growth. Fintech adoption by both consumers and businesses continues to benefit from robust secular tailwinds including the growth in digital commerce, the proliferation of mobile technology, the ubiquitous acceptance of digital payments and continuous technological advancement, positioning the sector for long-term growth. In 2019, the EY Global Fintech Adoption Index estimated that 64% of digitally active consumers globally utilized Fintech products and that consumer awareness of Fintech is even higher. Within the broader Fintech industry, specific sectors of focus will include businesses in the payment processing, digital buy now pay later , digital banks or neo banks, e-commerce financing, digital lending, remittance, underwriting and data analytics, insurance technology, real estate technology, property technology and fraud detection sectors. We will place particular emphasis on acquiring a Fintech business with a best-in-class management team, rapid sales growth, industry-leading unit economics, a differentiated technology platform and attractive competitive dynamics within a geography and/or industry vertical that offers a large and expanding addressable market. In considering potential acquisition targets, we will prioritize targets that promote financial inclusion and superior value add to the end consumer or small-to-medium enterprise ( SME ) through lowering overall transaction costs and providing access to high-quality financial services. Our Sponsor Our sponsor is affiliated with Victory Park Capital Advisors, LLC ( VPC ), a registered investment advisor with the Securities and Exchange Commission ( SEC ) founded in 2007. VPC s institutional investor base is diversified geographically and includes sovereign wealth funds, insurance companies, financial institutions, foundations, endowments and family offices for which it has invested approximately $6.0 billion in over 120 transactions across North America, Europe, Latin America, Africa, Southeast Asia and Oceania. As part of those investments, VPC has provided financing to financial technology or financial services (collectively Fintech ) businesses backed by some of the world s leading venture capital firms and has a long track record of executing debt and equity financing transactions with some of the largest global Fintech companies, including with Square (U.S. NYSE:SQ), iZettle (Sweden, acquired by PayPal in 2018), Zip Co (Australia ASX:Z1P), Funding Circle (UK LSE:FCH), Kabbage (US), Dave (US), Avant (US), Fundbox (US), Konfio (Mexico), and WeFox (Germany). VPC s investments have enabled portfolio companies to scale quickly and capture leading market positions. These representative transactions demonstrate VPC s ability to identify early-stage Fintech companies Table of Contents with strong long-term growth prospects. VPC s Fintech investment history and robust network of industry relationships furnish the firm with a detailed understanding of the long-term capital needs of the highest growth Fintech businesses globally. VPC has sourced, diligenced and executed transactions within the key segments of the Fintech landscape including digital lending, payment processing, insurance technology, real estate technology, property technology and digital investment management, and is adept at investing across differing operating models (e.g., asset-light vs. capital intensive) and stages of business maturity. VPC s industry brand name, historical transaction experience, venture capital partnerships and international investor base have helped the firm build an expansive network of relationships and access to management that will be a differentiating factor in identifying and completing a business combination. VPC previously sponsored VPC Impact Acquisition Holdings ( VPC Impact I ) which completed a $207 million initial public offering in September 2020. VPC Impact I is a special purpose acquisition company formed with the intention to pursue a business combination with a high-growth business in the Fintech industry. On January 11, 2021, VPC Impact I announced it had entered into a definitive agreement to combine with Bakkt Holdings, LLC ( Bakkt ), a transformative digital asset marketplace launched in 2018 by Intercontinental Exchange, Inc. ( ICE ) and a marquee group of investors and strategic partners. Bakkt is a provider of institutional and retail solutions for digital assets, including a mobile application enabling consumers to unlock the value of digital assets, including cryptocurrency, loyalty points, in-game assets, and gift cards, while giving merchants and loyalty program sponsors deeper customer engagement and delivering cost savings to merchants. The business combination values the combined company at an enterprise value of approximately $2.1 billion and is expected to result in over $500 million of cash on the combined company s balance sheet, reflecting a contribution of up to $207 million of cash held in VPC Impact Acquisition Holdings trust account and a $325 million concurrent private placement (PIPE) of Class A common stock of the combined company, priced at $10.00 per share, including a $50 million contribution from ICE. Our Business Strategy We intend to identify high growth Fintech acquisition targets by leveraging the expertise of our management team and VPC. VPC maintains robust proprietary deal sourcing channels and industry-leading relationships across the international Fintech landscape. VPC is well positioned as a partner for both venture capital firms, international finance organizations and Fintech companies. VPC s historical investments consist primarily of debt capital and minority equity transactions which have allowed VPC to invest with a diverse universe of industry participants. VPC currently holds minority equity positions in over 20 Fintech firms globally, typically acquired in the form of warrants or early stage growth equity in conjunction with a larger debt investment. All VPC financing transactions allow meaningful access to management, require detailed reporting, and often include Board of Directors observation rights. This affords VPC valuable insights into the industry and competitive dynamics as well as benchmarks to identify best-in-class operations and management teams. VPC has executed over 60 Fintech transactions and has performed diligence on other opportunities across the world culminating in deep sector expertise and a unique market position. VPC has executed transactions with more than 55 sponsors and venture capital firms, including nine of the top ten most active Fintech venture capital investors, based on PitchBook s top venture capital investors in Fintech by deal count from 2009 to 2019. The VPC investment team s deal sourcing network is further expanded by the widespread reach and reputation of various global joint venture partners including the International Finance Corporation ( IFC ), a member of the World Bank, and Inter-American Development Bank ( IDB ). These partnerships expand VPC s sourcing network globally and present a proprietary and differentiated channel for the identification of emerging market Fintech businesses that may benefit from a potential business combination. VPC has successfully utilized these relationships to source and execute non-U.S. Fintech transactions and add credibility and access to VPC to Table of Contents prospective targets in emerging markets. VPC believes these relationships are a key differentiator and will play a critical role in allowing VPC to evaluate attractive non-U.S. acquisition targets, which may further benefit from our access to U.S. equity markets. The depth of VPC s deal origination network is exemplified by having reviewed over 1,000 global investment opportunities since 2018. In evaluating potential target businesses, we will utilize VPC s comprehensive underwriting and diligence review standards to determine the intrinsic value and identify both idiosyncratic and market risks inherent with each Fintech business. Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating a prospective business target. We expect to utilize these criteria and guidelines in evaluating acquisition opportunities, but these are not intended to be exhaustive and management will independently review the merits of an initial business combination. We expect that no individual criterion will entirely determine a decision to pursue an opportunity, but we intend to acquire companies that we believe: Are high-growth Fintech businesses which operate within large and expanding markets with significant whitespace opportunity; Are of meaningful scale and whose products and/or services are materially differentiated from competitors creating meaningful barriers to entry for new competitors; Operate a superior unit economic model which either currently or over time are expected to generate profitable, stable and predictable cash flow generation for the business; Are at a capital inflection point where significant risk-adjusted shareholder value can be generated through a business combination and resulting access to the broader equity capital markets to drive growth; Possess a best-in-class management team with a track record of success in driving growth and profitability within Fintech market; Maintain superior and scalable risk management, underwriting, data analytics, monitoring and reporting processes; and Promote financial inclusion and provide significant value to the underlying end consumer or enterprise through a lowering of transaction costs or through providing access to high-quality financial services. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. Our Management Team Our management team will consist of Brendan Carroll and Gordon Watson, our Co-Chief Executive Officers, and Carly Altieri, our Chief Financial Officer, all of whom will be supported by the entire VPC investment team whose partners average over 15 years of relevant experience across a broad range of global investing, financial, operating, advisory and legal disciplines. Our management team s global Fintech investing experience and operational expertise enables VPC to consistently act as a value-added partner to its portfolio companies. Brendan Carroll, our Co-Chief Executive Officer, is a Senior Partner at VPC, which he co-founded in 2007. He is responsible for strategic initiatives and firm operations in addition to sourcing, evaluating and executing Table of Contents investment opportunities. Mr. Carroll also oversees marketing, fundraising, business development and investor relations for the firm. He is a member of the firm s Senior Leadership Team and Investment Committee. Mr. Carroll serves as member of the board of directors of VPC portfolio company, johnnie-O. Previously, as a member of the Solutions Group at Magnetar Capital, Mr. Carroll specialized in direct financings to lower middle market companies. He has held various investment banking positions at William Blair and Robertson Stephens, specializing in corporate finance and mergers and acquisitions. Mr. Carroll has also worked in various capacities for former U.S. Senator Joseph Lieberman (I- CT). Mr. Carroll received a B.A. with honors in government from Georgetown University and an MBA from Harvard Business School. He speaks frequently on debt and private equity investing issues and has served as a guest lecturer and panelist at the University of Chicago s Booth Global School of Business, Northwestern University s Kellogg School of Management and Harvard Business School. Mr. Carroll is a member of the Finance Council of the Archdiocese of Chicago and Loyola Press and previously served on the Board of Regents at Georgetown University. He is also a director on the board of the Ann & Robert H. Lurie Children s Hospital of Chicago and is also a member of the board s Finance Committee. Gordon Watson, our Co-Chief Executive Officer, joined VPC in 2014 and is currently a Partner. Gordon is a member of VPC s investment committee and helps lead our Fintech investing team. Gordon is the Investment Manager for VPC Specialty Lending Investments PLC (LSE: VSL), a VPC managed UK publicly listed investment trust focused on opportunities in the Fintech market. Gordon is also the president and chief operating officer of VPC Impact Acquisition Holdings, and serves on the board of directors of VPC Impact Acquisition Holdings. Previously, Gordon was a portfolio manager focused on distressed debt at GLG Partners, a London-based $31 billion multi-strategy hedge fund that concentrates on a diverse range of alternative investments. He joined GLG when it purchased Ore Hill Partners, a credit focused hedge fund where Gordon was a partner. Carly Altieri, our Chief Financial Officer, joined VPC in 2018 and currently is a Fund Controller. Carly oversees VPC s fund accounting team in the execution of accounting, finance, tax, audit, reporting and treasury related activities for the VPC funds. Ms. Altieri joined VPC from Northern Trust Hedge Fund Services, where she was a Vice President responsible for the fund accounting team supporting hedge fund clients. Prior to Northern Trust, she was an officer at JPMorgan Chase, where she worked in Private Equity and Real Estate Services. Ms. Altieri started her career in audit at KPMG LLP, specializing in the financial services industry. Ms. Altieri received a B.S. in accountancy and finance from Marquette University. She is a Certified Public Accountant (inactive). John Martin is the chairman of our board of directors. Mr. Martin maintains over thirty years of investment experience and is a Senior Partner at VPC. Martin served as managing partner and co-CEO of Antares Capital, LP, a private debt credit manager, until May 2019. He was a founding partner of the original Antares Capital in 1996, a startup business that provided acquisition financing capital to the portfolio companies of private equity firms across North America. Over the course of nine years, Antares grew to become one of the largest providers of acquisition capital to private equity sponsors in the middle market. Following the firm s acquisition by GE Capital in 2005, Martin became President and CEO of the newly branded GE Antares Capital and helped to direct the strategic vision of the business. In addition, he presided over numerous acquisitions and divestitures, including the sale of the firm to The Canada Pension Plan Investment Board ( CPPIB ) for $12 billion in August 2015. Subsequently, Antares went on to raise more than $6.5 billion in the CLO market from a global investor base comprised of banks, pension funds, insurance companies and asset managers. Mr. Martin is currently the chairman and chief executive officer of VPC Impact Acquisition Holdings, and serves on the board of directors of VPC Impact Acquisition Holdings. Following the acquisition by CPPIB, Martin sat on the Antares Investment Committee throughout his tenure at the company and was a member of the board of directors. At the time of his retirement, the firm s assets under management totaled more than $24 billion. Adrienne Harris will be one of our directors as of the effective date of the registration statement of which this prospectus forms a part. Ms. Harris is currently a Professor of the Practice and a Gates Foundation Senior Research Fellow with the Center for Finance, Law and Policy at the University of Michigan. Ms. Harris advises Table of Contents fintech companies, incumbent financial institutions and large venture capital firms, and currently serves on the Board of Directors of Financial Health Network, Beneficial State Bank, Homie, Inc., and VPC Impact Acquisition Holdings. From 2017 to 2019, Ms. Harris served as Chief Business Officer and General Counsel at States Title, Inc., where she currently serves as Advisor. From 2015 to 2017, Ms. Harris served as Special Assistant to the President for Economic Policy at the National Economic Council, where she spearheaded the development of the administration s fintech strategy, chairing both the Interagency Fintech Working Group and the Administration s Distributed Ledger Technology Task Force. From 2013 to 2015, Ms. Harris served as Senior Advisor to the Deputy Secretary at the U.S. Department of the Treasury. From 2008 to 2013, Ms. Harris was an Associate at Sullivan & Cromwell LLP. Ms. Harris received an M.B.A. from NYU Stern School of Business, a J.D. from Columbia University Law School, where she was a member of the Columbia Law Review, and a B.A. from Georgetown University, where she was a John Carrol Scholar and graduated with honors. Kai Schmitz will be one of our directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Schmitz is currently a Partner at Amadeus Capital, where he focuses on growth stage investments in Emerging Markets, secondaries and Fintech investments. Mr. Schmitz currently serves on the Board of Directors of Koin (online point of sale financing), Minka (financial services cloud), Movii (digital bank), and RS2 (SaaS payment platform) and VPC Impact Acquisition Holdings (special purpose acquisition company). From 2012 to 2019, Mr. Schmitz was Investment Lead Fintech and Regional Head Latin America at IFC, the World Bank s private sector investment bank, where he was instrumental in building the Fintech portfolio to $600 million. From 2010 to 2012, Mr. Schmitz was a Senior Advisor at the World Bank s Payment Systems Development Group, where he advised Central Banks and other government agencies on payment market infrastructure and regulation. Previously, Mr. Schmitz co-founded two companies, a remittance company in London and a financial services business with operations in the U.S. and Latin America. Mr. Schmitz has also worked at law firms in Hamburg and London. Mr. Schmitz received a J.D. equivalent from University of Hamburg and an MBA from Henley Management College in the UK. Senator Joseph Lieberman will be one of our directors as of the effective date of the registration statement of which this prospectus forms a part. Senator Lieberman has served as Senior Counsel at Kasowitz, Benson & Torres LLP since 2013. Prior to joining Kasowitz, Senator Lieberman, the Democratic Vice Presidential nominee in 2000, served 24 years in the U.S. Senate, retiring in January 2013 following the end of his fourth term. During his tenure with the U.S. Senate, Senator Lieberman served as the Chairman of the Committee on Homeland Security and Governmental Affairs and helped shape legislation for homeland security, foreign policy, fiscal policy, environmental protection, human rights, health care, trade, energy, cyber security and taxes. Prior to being elected to the U.S. Senate, Senator Lieberman served as the Attorney General of the State of Connecticut from 1983 until 1988. From 1970 until 1980, Senator Lieberman also served in the Connecticut State Senate, including three terms as majority leader. Senator Lieberman currently serves on the board of directors of Park Hotels and Resorts Inc. (NASDAQ: PK). Senator Lieberman currently serves on the board of directors of L&F Acquisition Corp. (NYSE: LNFA) ( L&F ). Senator Lieberman received his Bachelor of Arts degree in Political Science and Economics and his Juris Doctorate degree from Yale University. Mr. Martin and Mr. Watson, together with a board of directors comprised of Mr. Martin, Mr. Watson, Ms. Harris, Mr. Schmitz and Kurt Summers, led VPC Impact Acquisition Holdings, a special purpose acquisition company founded by an affiliate of VPC that raised $200 million in an initial public offering in September 2020. On January 11, 2021, VPC Impact I entered into a definitive agreement for a business combination with Bakkt Holdings, LLC, a digital asset marketplace. With respect to the foregoing experiences of our management team, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management team s performance as indicative of our future performance. Other than the experience of Table of Contents Mr. Martin, Mr. Watson, Ms. Harris, and Mr. Schmitz with respect to VPC Impact I, and the experience of Senator Lieberman with respect to L&F, none of the members of our management team has any past experience with any blank check companies or special purpose acquisition companies. For more information on the experience and background of our management team, see the section entitled Management. VPC Investment Team Leadership Richard Levy is the Chief Executive Officer and Founder of VPC. He oversees the firm s investment and operational activities. Mr. Levy is also the chairman of the firm s Senior Leadership Team and Investment Committee. Mr. Levy serves as chairman of the board of directors of VPC portfolio company, Giordano s, and as a director of L&F Acquisition Corp. He also serves as a member of the board of directors of VPC portfolio companies, Caribbean Financial Group and United Automobile Insurance Company. Previously, Mr. Levy served as head of the Small Cap Structured Products Group and co-head of the Solutions Group at Magnetar Capital. He also co-founded and served as managing partner at Crestview Capital Partners. Mr. Levy received a B.A. in political science from The Ohio State University, an MBA from the Illinois Institute of Technology s Stuart School of Business and a J.D. from Chicago-Kent College of Law. He is a member of the Illinois bar (inactive). Mr. Levy is also chairman of the board of nonprofit, Gardeneers, an active board member of Camp Kesem and he sits on the Board of Trustees for the Illinois Institute of Technology. Brendan Carroll is a Senior Partner at VPC, which he co-founded in 2007. See Our Management Team section for Brendan s complete biography. Jason Brown joined VPC in 2014 as a Partner and manages the firm s Los Angeles office. He is primarily responsible for sourcing, analyzing, executing and managing investments in lower middle market companies. Mr. Brown also actively works on value creation initiatives and strategic alternatives for the firm. Mr. Brown is a member of the firm s Senior Leadership Team and Investment Committee. Mr. Brown currently serves on the board of directors of VPC portfolio companies, Labs.Dental Holdings and Processing.com. Mr. Brown has more than 20 years of experience in financial services. Most recently, Mr. Brown was a managing director for GE Capital, Corporate Restructuring Finance for more than ten years where he and his team provided growth, working capital and turnaround finance to mid-size and large companies. His team also specialized in senior secured loans to distressed companies supporting Chapter 11 filings, plan-of-reorganizations and out-of-court restructurings. Prior to GE Capital, he worked at Comerica Bank as a manager in their northern Los Angeles office and for Manufacturers Hanover in Sydney, Australia. He has also served as the global chairman and president of the Los Angeles chapter of the Association for Corporate Growth (ACG). Mr. Brown received a B.S. in business administration from the University of Southern California. Tom Welch joined VPC in 2009 and is a Partner. He is primarily responsible for sourcing, analyzing, executing and managing investments primarily within the financial services industry. Mr. Welch also actively works on value creation initiatives and strategic alternatives for portfolio companies. Mr. Welch is a member of firm s Investment Committee. Previously, Mr. Welch served as a credit underwriter in the Cash-Flow Lending Group for CapitalSource, concentrating his investment efforts in the industrials, consumer products and business services industries. He also worked in the Global Multi-Industries Investment Banking Group at Merrill Lynch, focusing on mergers and acquisitions, leveraged finance and growth capital transactions. Mr. Welch received a B.S. in finance with honors from the University of Illinois. Connell Hasten joined VPC in 2018 and is a Partner. He co-founded and manages the firm s insurance services platform and is primarily responsible for sourcing, underwriting, executing and managing investment opportunities for insurers. Mr. Hasten is a member of the firm s Investment Committee. Previously, Mr. Hasten was a managing director at EquiTrust Life Insurance Company, an insurance company with approximately $20.0 billion in assets, where he oversaw a large portion of private and public debt and equity investments. Prior Table of Contents to EquiTrust Life Insurance Company, Mr. Hasten was a director at Guggenheim Partners and served as a portfolio manager, primarily responsible for an $8 billion real estate investment portfolio on behalf of insurance companies. Beforehand, Mr. Hasten was a vice president at Bank of America in the special situations and real estate lending groups. Mr. Hasten earned his B.S. from Indiana University s Kelley School of Business and his MBA from Northwestern University s Kellogg School of Management. Mr. Hasten was a recipient of the ULI 40 under 40 award in 2016 and is also an active Chicago board member of Camp Kesem. Kevin Burke joined VPC in 2018 and is a Partner. He is primarily responsible for developing and executing the firm s investment strategy expansion. Mr. Burke is a member of the firm s Investment Committee. Previously, between May 2016 and August 2018, Mr. Burke was a managing director at the University of Notre Dame, where he spearheaded the launch of the Institute for Global Investing. Prior to joining Notre Dame, from August 2007 to December 2015, Mr. Burke was president, founding partner and member of the Management Committee at Conatus Capital, a Greenwich, CT based multi-billion dollar alternative investment firm. Beforehand, Mr. Burke held various positions at Merrill Lynch, Credit Suisse, Kemper Financial Services and The Chicago Corporation. Mr. Burke holds an MBA from the University of Chicago Booth School of Business and a B.A. in economics from the University of Notre Dame. Our management team s efforts to seek a suitable business combination target will be complemented and augmented by the expertise and network of relationships of our independent director nominees. We believe that our access to and affiliation with our independent director nominees represents a competitive advantage. We also believe that our management team s expertise will be augmented by the other members of our board of directors, which will provide extensive experience in business and financial matters. Initial Business Combination The rules of Nasdaq require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. In addition, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could Table of Contents pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of assets test described above. If the business combination involves more than one target business, the 80% of assets test will be based on the aggregate value of all of the target businesses. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. Table of Contents We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information Our executive offices are located at 150 North Riverside Plaza, Suite 5200, Chicago, Illinois 60606, and our telephone number is 312-701-1777. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and expect to receive a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th. Table of Contents THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors . Securities offered: 22,500,000 units, at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-fourth of one redeemable warrant. Proposed Nasdaq symbols: Units: VPCBU Class A Ordinary Shares: VPCB Warrants: VPCBW Trading commencement and separation of Class A ordinary shares and warrants: The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Citigroup Global Markets Inc. and Jefferies LLC inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K: In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Table of Contents Units: Number outstanding before this offering: 0 Number outstanding after this offering: 22,500,000(1) Ordinary shares: Number outstanding before this offering: 6,468,750(2)(3) Number outstanding after this offering: 28,125,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering: 4,716,667(1) Number of warrants to be outstanding after this offering and the private placement: 10,341,667(1)(5) Exercisability: Each whole warrant offered in this offering is exercisable to purchase one Class A ordinary share. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have structured each unit to contain one-fourth of one warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. (1) Assumes no exercise of the underwriters over-allotment option and 843,750 founder shares are surrendered to us for no consideration. (2) Includes up to 843,750 founder shares that will be surrendered to us for no consideration depending on the extent to which the underwriters over-allotment option is exercised. (3) Comprised of 22,500,000 Class A ordinary shares included in the units to be sold in this offering and 5,625,000 Class B ordinary shares (or founder shares). Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Assumes surrender of all 843,750 founder shares. Up to 843,750 founder shares will be surrendered to us for no consideration depending on the extent to which the underwriters over-allotment option is exercised. (5) Comprised of 5,625,000 public warrants included in the units to be sold in this offering and 4,716,667 private placement warrants to be sold in the private placement. Table of Contents Exercise price: $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period: The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Table of Contents We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, we may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Warrants Redemption Procedures Anti-dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third Table of Contents trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. None of the private placement warrants will be redeemable by us pursuant to the above provision so long as they are held by the sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.10 per warrant; upon a minimum of 30 days prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Warrants ; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Warrants Redemption Procedures Anti-dilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the Table of Contents exercise price of a warrant as described under the heading Description of Securities Warrants Public Warrants Anti-dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume-weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check company offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Warrants for additional information. Founder shares: On January 14, 2021, our sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering and formation costs in exchange for 7,187,500 founder shares. On January 15, 2021, our sponsor forfeited 718,750 founder shares back to the Company for no consideration. In January 2021, our sponsor transferred an aggregate of 60,000 founder shares to director nominees of our board of directors, resulting in our sponsor holding 6,408,750 founder shares. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 25,875,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 843,750 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters over-allotment option is not exercised. Any conversion of Class B ordinary shares described herein will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Table of Contents The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of Class B ordinary shares will have the right to appoint directors in any election held prior to or in connection with the completion of our initial business combination; in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share; the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. If we submit our initial business combination to our public shareholders for a vote, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. As a result, in addition to our initial shareholders founder shares, we would need 8,437,501, or 37.5%, of the 22,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial Table of Contents business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Transfer restrictions on founder shares: Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants . Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) if we consummate a transaction after our initial business combination which results in our shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights: The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of Table of Contents the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Appointment of directors; voting: Holders of record of our Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in our amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company is generally required to approve any matter voted on by our shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and pursuant to our amended and restated memorandum and articles of association, such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following our initial business combination, the holders of more than 50% of our ordinary shares voted for the appointment of directors can appoint all of the directors. Only holders of Class B ordinary shares will have the right to appoint directors in any election held prior to or in connection with the completion of our initial business combination. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share and, as a result, our initial shareholders will be able to approve any such proposal without the vote of any other shareholder. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to appoint directors may be amended by a special resolution passed by a majority of at least 90% of our shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of the founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. If we seek shareholder approval of our initial business combination, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Table of Contents Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 8,437,501, or 37.5%, of the 22,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). Private placement warrants: Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 4,716,667 private placement warrants (or 5,166,667 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, or $7,075,000 in the aggregate (or $7,750,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $225,000,000 (or $258,750,000 if the underwriters exercise its over-allotment option in full) will be held in the trust account. The private placement warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private placement warrants (i) will not be redeemable by us, except as described under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. Cashless exercise of private placement warrants: If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the fair market value (defined below) over the exercise Table of Contents price of the warrants by (y) the fair market value. The fair market value will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Transfer restrictions on private placement warrants: The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Proceeds to be held in trust account: Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $225,000,000, or $258,750,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $4,500,000 in underwriting discounts and commissions payable upon the closing of this offering (or $5,175,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2,575,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $7,875,000 (or up to $9,056,250 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated Table of Contents an initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources: Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $225,000 per year, assuming an interest rate of 0.1% per year; however we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $1,575,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us; provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.50 per warrant, at the option of the lender. Conditions to completing our initial business combination: The rules of Nasdaq require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment Table of Contents banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. In addition, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of assets test described above, provided that in the event that the business combination involves more than one target business, the 80% of assets test will be based on the aggregate value of all of the target businesses and we will treat the transactions together as our initial business combination for purposes of seeking shareholder approval or conducting a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates: If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used Table of Contents to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Effecting Our Initial Business Combination Permitted Purchases of Our Securities for a description of how our sponsor, initial shareholders, directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. Our sponsor, directors, officers, advisors or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining shareholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination: We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, Table of Contents subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions: We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq s shareholder approval rules. The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above are contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution of our shareholders as a matter of Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company. If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and Table of Contents file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. A quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our initial shareholders will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders founder shares, we would need 8,437,501, or 37.5%, of the 22,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we Table of Contents will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares. Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will Table of Contents be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote: Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination: On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business Table of Contents combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination: Our amended and restated memorandum and articles of association provide that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our initial shareholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be Table of Contents included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers and directors have agreed, pursuant to a letter agreement, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal, and in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. Limited payments to insiders: There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to our sponsor of $10,000 per month for office space, utilities, secretarial and administrative support services provided to us; Payment of customary fees we may elect to make to members of our board of directors for director service; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Table of Contents Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit committee: We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001841004_altimar_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001841004_altimar_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8a648bfecae582ce84ee9cb0293369e6b3826d4f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001841004_altimar_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Act are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares and our Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); HPS are to HPS Investment Partners, LLC, an affiliate of our sponsor; initial shareholders are to our sponsor and any other holders of our founder shares immediately prior to this offering; management or our management team are to our executive officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor and/or members of our management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; sponsor are to Altimar Sponsor III, LLC, a Delaware limited liability company; and we, us, our, company or our company are to Altimar Acquisition Corp. III, a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MARCH 1, 2021 PRELIMINARY PROSPECTUS $125,000,000 Altimar Acquisition Corp. III 12,500,000 units Altimar Acquisition Corp. III is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 1,875,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares in connection with our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Altimar Sponsor III, LLC (an affiliate of HPS Investment Partners, LLC), has agreed to purchase 5,500,000 warrants (or 5,875,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, in a private placement to occur concurrently with the closing of this offering. Our initial shareholders currently own 3,593,750 Class B ordinary shares, up to 468,750 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors and to continue our company in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational documents of our company in such other jurisdiction). Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol ATAQU. We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on the NYSE under the symbols ATAQ and ATAQW, respectively, on the 52nd day following the date of this prospectus unless the underwriters permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001841080_gores_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001841080_gores_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fc6bc8313b193c00fd6b33a740807ac25f0f03aa
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001841080_gores_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: Gores Holdings VIII, we, us, company or our company are to Gores Holdings VIII, Inc., a Delaware corporation; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; management or our management team are to our officers and directors; sponsor are to Gores Sponsor VIII LLC, a Delaware limited liability company and an affiliate of Gores; initial stockholders are to holders of our founder shares prior to this offering; The Gores Group or Gores are to The Gores Group, LLC, a Delaware limited liability company; common stock are to our Class A common stock and our Class F common stock, collectively; founder shares are to shares of our Class F common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; and equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A common stock issued in connection with our initial business combination, including but not limited to a private placement of equity or debt. Each unit consists of one share of Class A common stock and one-eighth of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least eight units, you will not be able to receive or trade a whole warrant. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED FEBRUARY 16, 2021 PRELIMINARY PROSPECTUS $300,000,000 30,000,000 Units Gores Holdings VIII, Inc. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one- eighth of one warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriter a 45-day option to purchase up to an additional 4,500,000 units to cover over-allotments, if any. We will provide our stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to fund our regulatory compliance requirements and other costs related thereto and/or to pay our franchise and income taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares throughout this prospectus, subject to the limitations described herein. If we are unable to complete our business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to fund our regulatory compliance requirements and other costs related thereto and/or to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Gores Sponsor VIII LLC (which we refer to as our sponsor throughout this prospectus), has committed to purchase an aggregate of 2,666,666 warrants (or 2,966,666 warrants if the over-allotment option is exercised in full) at a price of $3.00 per whole warrant (approximately $8,000,000 in the aggregate, or $8,900,000 if the underwriter s over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each whole private placement warrant is exercisable to purchase one whole share of our Class A common stock at $11.50 per share. Our initial stockholders own 8,625,000 shares of our Class F common stock (up to 1,125,000 shares of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised). We refer to these shares of Class F common stock as the founder shares throughout this prospectus. The shares of Class F common stock will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that any amount of additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the business combination, the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock issued and outstanding upon completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination). Prior to our initial business combination, only holders of shares of our Class F common stock will be entitled to vote on the appointment of directors. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Currently, there is no public market for our securities. We will apply to have our units listed on the Nasdaq Capital Market ( Nasdaq ), under the symbol GIIXU promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc. informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ), containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols GIIX and GIIXW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See the section of this prospectus entitled Risk Factors beginning on page 45 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 300,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 16,500,000 Proceeds, before expenses, to Gores Holdings VIII, Inc. $ 9.45 $ 283,500,000 (1) Includes $0.35 per unit, or $10,500,000 (or up to $12,075,000 if the underwriter s over-allotment option is exercised in full) in the aggregate payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriter only on completion of an initial business combination, as described in this prospectus. See the section of this prospectus entitled Underwriting. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $300.0 million or $345.0 million if the underwriter s over-allotment option is exercised in full ($10.00 per unit) will be deposited into a U.S.-based trust account with Computershare Trust Company, N.A. acting as trustee, and $2.0 million will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Except with respect to up to $900,000 per year of interest earned on the funds held in the trust account that may be released to us to fund our regulatory compliance requirements and other costs related thereto, plus additional amounts to pay our franchise and income tax obligations, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest to occur of (a) the completion of our initial business combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to stockholders rights or pre-initial business combination activity and (c) the redemption of all of our public shares if we are unable to complete our business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2021. Deutsche Bank Securities , 2021 Table of Contents Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. Our Company We are a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an acquisition opportunity in any business industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and manage a business that can benefit from our operational expertise, as members of our management team have done in diverse sectors, including industrials, technology, telecommunications, media and entertainment, business services, healthcare and consumer products. This operationally-oriented investment approach has served The Gores Group well since its founding in 1987. We believe that our management team is well positioned to identify operationally-oriented acquisition opportunities in the marketplace and that our contacts and transaction sources, ranging from owners and directors of private and public companies, private equity funds, investment bankers, lenders, attorneys, accountants and other trusted advisors across various sectors, will allow us to generate attractive acquisition opportunities. Our team is led by Alec Gores, our Chairman, who has more than 35 years of experience as an entrepreneur, operator and private equity investor. Over the course of his career, Mr. Gores and his team have invested in more than 120 portfolio companies through varying macroeconomic environments with a consistent, operationally-oriented investment strategy. Mr. Gores is the Founder, Chairman and Chief Executive Officer of The Gores Group, a global investment firm focused on acquiring businesses that can benefit from the firm s operating expertise. Mr. Gores implemented an operational approach to private equity investing when he founded The Gores Group in 1987 by operating businesses alongside management, or in some cases in lieu of management, to build value in those entities. Since then, the firm has acquired more than 120 businesses including a current portfolio of 8 active companies worldwide. Under Mr. Gores leadership, The Gores Group has effected a number of successful corporate carve-out acquisitions over the last two decades. The Gores Group acquired VeriFone from Hewlett-Packard Company at a time when the business was generating significant revenues, but was cash flow negative. The Gores Group implemented dramatic changes to the business, and the business was sold and subsequently went public with an operating partner from The Gores Group serving as its chief executive officer. During that same timeframe, The Gores Group acquired The Learning Company from Mattel Corporation and transformed that business which, similarly, was generating significant revenues, but was suffering from severely negative cash flow. Since then, with Mr. Gores leading the firm, The Gores Group has created significant value in numerous transactions, including the acquisitions of Global Tel*Link from Schlumberger Ltd., Stock Building Supply from Wolseley plc, Therakos from Johnson & Johnson, the electronics power systems business from TE Connectivity Ltd., Siemens Enterprise Table of Contents Communications from Siemens AG and Sagem Communications from the Safran Group, among others. Mr. Gores began his career as a self-made entrepreneur and operating executive. In 1978, he self-funded and founded Executive Business Systems (EBS), a developer and distributor of vertical business software systems. Within seven years, EBS had become a leading value-added reseller in Michigan and employed over 200 people. In 1986, CONTEL purchased EBS, and Mr. Gores subsequently began acquiring and operating non-core businesses from major corporations and building value in those entities, a decision that ultimately led to the founding of what has evolved into The Gores Group today. Under his leadership, The Gores Group has continued to acquire businesses in need of operational and financial resources, while creating value and working with management teams to establish an entrepreneurial environment as a foundation for sustainable growth. As of September 30, 2020, The Gores Group had approximately $564 million in assets under management. Together with a team of operations professionals spanning key business functional areas, as well as dedicated investment origination and mergers and acquisitions professionals, Mr. Gores developed a formula that led to numerous marquee investments and business transformations, with a strong focus on carve-out acquisitions from large corporate transaction partners, including: The Learning Company from Mattel Corporation; VeriFone from Hewlett-Packard Company; Micron PC from Micron Electronics, Inc.; Sagem Communications from the Safran Group; Stock Building Supply from Wolseley plc; The broadcast communications division from Harris Corporation; The electronics power systems business from TE Connectivity Ltd.; Elo Touch Solutions from TE Connectivity Ltd.; Therakos from Johnson & Johnson; and Brand-Rex from Honeywell International, Inc. Our team, led by Alec Gores and including Mark Stone and Andrew McBride, has in the aggregate over 80 years of combined operational, financial, investment and transactional experience involving a diverse group of businesses, and we intend to focus on industries or sectors offering operationally-oriented acquisition opportunities that can benefit from our expertise. Messrs. Gores, Stone and McBride possess complementary skills and experience encompassing all aspects of the investment process, including sourcing, due diligence, valuation, structuring, financing, negotiation, execution, strategy development, operations management and investment realization. In June 2015, Mr. Gores and Mr. Stone founded Gores Holdings, Inc. ( Gores Holdings I ), a blank check company formed for substantially similar purposes as our company. Mr. Stone served as Chief Executive Officer and Mr. McBride served as Chief Financial Officer for Gores Holdings I. Gores Holdings I completed its initial public offering in August 2015, in which it sold 37,500,000 units, each consisting of one share of Gores Holdings I common stock and one warrant to purchase one-half of one share of Gores Holdings I common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $375,000,000. Gores Holdings I Table of Contents completed its business combination with Hostess Brands, Inc. ( Hostess ) in November 2016, in which it contributed approximately $725 million to Hostess (consisting of $375 million in proceeds from the initial public offering and a simultaneous private placement plus approximately $350 million in proceeds from an additional private placement completed at the time of the initial business combination). Hostess is one of the largest manufacturers and marketers of sweet baked goods including Twinkies , Ding Dongs , Ho Hos , Donettes and a variety of new and classic treats. Hostess s Class A common stock is traded on Nasdaq under the symbol TWNK and its warrants are traded under the symbol TWNKW. From the closing of the business combination with Hostess until April 2018, Mr. Stone served as a Director of Hostess. In August 2016, Mr. Gores and Mr. Stone founded Gores Holdings II, Inc. ( Gores Holdings II ), a blank check company formed for substantially similar purposes as our company and Gores Holdings I. Additionally, Mr. Stone served as Chief Executive Officer and Mr. McBride served as Chief Financial Officer for Gores Holdings II. Gores Holdings II completed its initial public offering in January 2017, in which it sold 40,000,000 units, each consisting of one share of Gores Holdings II common stock and one-third of one warrant to purchase one share of Gores Holdings II common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $400,000,000. Gores Holdings II completed its business combination with Verra Mobility Corporation ( Verra ) (formerly known as American Traffic Solutions, Inc.) in October 2018, in which it contributed approximately $800 million to Verra (consisting of $400 million in proceeds from the initial public offering and a simultaneous private placement, plus approximately $400 million in proceeds from an additional private placement completed at the time of the initial business combination). Verra is a global leader in smart mobility and provides traffic safety, mobility, and compliance solutions for state and local governments, commercial fleets, and rental car companies in North America. Verra s Class A common stock is traded on Nasdaq under the symbol VRRM . In October 2017, Mr. Gores and Mr. Stone founded Gores Holdings III, Inc. ( Gores Holdings III ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I and Gores Holdings II. Additionally, Mr. Stone served as Chief Executive Officer, and Mr. McBride served as the Chief Financial Officer for Gores Holdings III. Gores Holdings III completed its initial public offering in September 2018, in which it sold 40,000,000 units, each consisting of one share of Gores Holdings III common stock and one-third of one warrant to purchase one share of Gores Holdings III common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $400,000,000. Gores Holdings III completed its business combination with Platinum Equity portfolio company ( PAE ) in February 2020, in which it contributed approximately $620 million to PAE (consisting of $400 million in proceeds from the initial public offering and a simultaneous private placement, plus approximately $220 million in proceeds from an additional private placement completed at the time of the initial business combination). PAE is a leading provider of mission-critical services to the U.S. government, armed forces and international customers. PAE s common stock and warrants are traded on Nasdaq under the symbols PAE and PAEWW , respectively. In August 2018, Mr. Gores, together with Dean Metropoulos, a private investor specializing in investments in the consumer branded products industries, founded Gores Metropoulos, Inc. ( Gores Metropoulos ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II and Gores Holdings III. Additionally, Mr. McBride, our Chief Financial Officer, served as Chief Financial Officer of Gores Metropoulos. Gores Metropoulos completed its initial public offering in February 2019, in which it sold 40,000,000 Table of Contents units, each consisting of one share of Gores Metropoulos common stock and one-third of one warrant to purchase one share of Gores Metropoulos common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $400,000,000. Gores Metropoulos completed its business combination with Luminar Technologies, Inc. ( Luminar ) in December 2020, in which it contributed approximately $406 million to Luminar (consisting of proceeds from the initial public offering and a simultaneous private placement). Luminar is a global leader in automotive lidar technology powering the introduction of highway autonomy. Luminar s common stock and warrants are traded on Nasdaq under the symbols LAZR and LAZRW, respectively. Mr. Gores continues to serve as a director of Luminar. In July 2019, Mr. Gores and Mr. Stone founded Gores Holdings IV, Inc. ( Gores Holdings IV ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III and Gores Metropoulos. Gores Holdings IV completed its initial public offering in January 2020, in which it sold 42,500,000 units, each consisting of one share of Gores Holdings IV common stock and one-fourth of one warrant to purchase one share of Gores Holdings IV common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $425,000,000. Gores Holdings IV completed its business combination with United Wholesale Mortgage ( UWM ) in January 2021, in which it contributed approximately $895 million to UWM (consisting of $425 million in proceeds from the initial public offering and a simultaneous private placement. UWM is a leading wholesale mortgage lender in the U.S. UWM s common stock and warrants are traded on the New York Stock Exchange under the symbols UWMC and UWMCWS , respectively. In June 2020, Mr. Gores and Mr. Stone founded Gores Holdings V, Inc. ( Gores Holdings V ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos and Gores Holdings IV. Gores Holdings V completed its initial public offering on August 10, 2020, in which it sold 52,500,000 units, each consisting of one share of Gores Holdings V common stock and one-fifth of one warrant to purchase one share of Gores Holdings V common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $525,000,000. Gores Holdings V has not yet announced or completed its initial business combination. Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings V. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Holdings V. In June 2020, Mr. Gores founded Gores Holdings VI, Inc. ( Gores Holdings VI ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV and Gores Holdings V. Gores Holdings VI completed its initial public offering in December 2020, in which it sold 34,500,000 units, each consisting of one share of Gores Holdings VI common stock and one-fifth of one warrant to purchase one share of Gores Holdings VI common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $345,000,000. On February 7, 2021, Gores Holdings VI entered into a definitive agreement to acquire Matterport, Inc. ( Matterport ), a spatial data company leading the digital transformation of the built world. Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings VI, and Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Holdings VI. The consummation of the acquisition is subject to customary conditions and is expected to close during the second quarter of 2021. In July 2020, Mr. Gores, together with Dean Metropoulos, founded Gores Metropoulos II, Inc. ( Gores Metropoulos II ), a blank check company formed for substantially similar purposes Table of Contents as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V and Gores Holdings VI. Gores Metropoulos II completed its initial public offering in January 2021, in which it sold 45,000,000 units, each consisting of one share of Gores Metropoulos II common stock and one-fifth of one warrant to purchase one share of Gores Metropoulos II common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $450,000,000. Gores Metropoulos II has not yet announced or completed its initial business combination. Mr. Gores, our Chairman, serves as the Chief Executive Officer and a director of Gores Metropoulos II. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Metropoulos II. In September 2020, Mr. Gores founded Gores Holdings VII, Inc. ( Gores Holdings VII ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI and Gores Metropoulos II. Gores Holdings VII has not yet completed its initial public offering. Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings VII. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Holdings VII. In December 2020, Mr. Gores founded Gores Technology Partners, Inc. ( Gores Technology ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, and Gores Holdings VII. Gores Technology has not yet completed its initial public offering. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Technology. In December 2020, Mr. Gores founded Gores Technology Partners II, Inc. ( Gores Technology II ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII and Gores Technology. Gores Technology II has not yet completed its initial public offering. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Technology II. Our management team s objective is to generate attractive investment returns to create value for our stockholders by applying our strategy of identifying operationally-oriented acquisition opportunities and capitalizing on the ability of our management team to acquire and manage a business that can benefit from our operational expertise. Our management team s approach is focused on industries or sectors in which we have considerable knowledge and emphasizes downside protection and the preservation of capital by opportunistically pursuing transactions where we believe we have the ability to capture asymmetric risk/reward potential. Our management team has successfully applied this acquisition philosophy over its history to source attractive private equity acquisition opportunities and to deploy capital in varying macroeconomic environments. Our management team will assess the skills, qualifications and abilities of the management team of each potential business combination target. The level and length of our existing management s continued active participation in our post-acquisition business will depend on the particular needs of the business acquired. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. With respect to the foregoing examples, past performance of The Gores Group and by our management team, including with respect to Gores Holdings I, Gores Holdings II, Gores Table of Contents Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Technology and Gores Technology II is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical record of The Gores Group s, or our management s or Gores Holdings I s, Gores Holdings II s, Gores Holdings III s, Gores Metropoulos , Gores Holdings IV s, Gores Holdings V s, Gores Holdings VI s, Gores Metropoulos II s Gores Holdings VII s, Gores Technology s or Gores Technology II s performance as indicative of our future performance. Business Strategy Our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, to build a company in an industry or sector that complements the experience of our management team and can benefit from our operational expertise. Our acquisition selection process will leverage our team s network of potential transaction sources, ranging from owners and directors of private and public companies, private equity funds, investment bankers, lenders, attorneys, accountants and other trusted advisors across various sectors. In addition, we intend to utilize the networks and industry experience of Mr. Gores and The Gores Group in seeking an initial business combination. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. This network has been developed through our management team s combined history of over 80 years of business experience, including in private equity and investment banking. We expect this network will provide our management team with a robust and consistent flow of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate the parameters for our search for any business combination target and begin the process of pursuing and reviewing potentially interesting leads. Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies that we believe: have a defensible core business, sustainable revenues and established customer relationships; are undergoing change in capital structure, strategy, operations or growth; can benefit from our operational and strategic approach; offer a unique value proposition with transformational potential that can be substantiated during our detailed due diligence process; and Table of Contents have reached a transition point in their lifecycle presenting an opportunity for transformation. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. Initial Business Combination Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, ( FINRA ), or an independent accounting firm with respect to the satisfaction of such criteria. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Table of Contents Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our business combination. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information that will be made available to us. We will also utilize our operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a target business, nor have they had any discussions regarding possible target businesses with our underwriter. All of the members of our management team are employed by certain affiliates of The Gores Group. The Gores Group is continuously made aware of potential business combination opportunities and we may pursue any business combination target that has already been considered by The Gores Group, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Technology or Gores Technology II, in a different context. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with us and we will not consider a business combination with any company that has already been identified to The Gores Group as an acquisition candidate for it. Additionally, we have not, nor has anyone on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Specifically, all of our officers and certain of our directors have fiduciary and contractual duties to The Gores Group and certain companies it has invested in or managed, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Technology and Gores Table of Contents Technology II. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he has then-current fiduciary or contractual obligations, he will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to search for an initial business combination. Our amended and restated certificate of incorporation will contain a waiver of the corporate opportunity doctrine, which will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation. The purpose for the surrender of corporate opportunities is to allow officers, directors or other representatives with multiple business affiliations to continue to serve as an officer of our company or on our board of directors. Our officers and directors may from time to time be presented with opportunities that could benefit both another business affiliation and us. In the absence of the corporate opportunity waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the inclusion of the corporate opportunity waiver in our amended and restated certificate of incorporation provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates. However, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our initial business combination. The different timelines of competing business combinations could cause our directors and officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders best interest, which could negatively impact the timing for a business combination. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. In particular, affiliates of our sponsor are currently sponsoring six other blank check companies, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Technology and Gores Technology II. On February 7, 2021, Gores Holdings VI entered into a definitive agreement to acquire Matterport, a spatial data company leading the digital transformation in the built world. Gores Holdings V and Gores Holdings VII may seek to complete a business combination in any location and each is not focusing on any particular industry for business combinations. Gores Metropoulos II may seek to complete a business combination in any location and is focusing on a business combination in the consumer products and services industry. Gores Technology and Gores Technology II may seek to complete a business combination in any location and each is focusing on a business combination in the technology industry. Further, Mr. Gores, our Table of Contents Chairman, serves as Chief Executive Officer of Gores Metropoulos II, Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings V, Gores Holdings VI and Gores Holdings VII, and Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer for Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Technology and Gores Technology II. Any such companies, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores VII, Gores Technology and Gores Technology II may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts with Gores Holdings V, Gores Holdings VI, Gores Holdings VII, Gores Technology or Gores Technology II would materially affect our ability to identify and pursue initial business combination opportunities or complete our initial business combination, because (i) Gores Holdings VI has entered into a definitive agreement to acquire Matterport, (ii) our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, (iii) Ted Fike and Justin Wilson, who are not officers of Gores Holdings VIII, will lead the search for a business combination target for Gores Technology and Gores Technology II and (iv) we are not limited by industry or geography in terms of the acquisition opportunities we can pursue. In addition, we do not believe that any potential conflicts with Gores Metropoulos II would materially affect our ability to identify and pursue initial business combination opportunities or complete our initial business combination because (i) Gores Metropoulos II intends to focus on acquisition opportunities in the consumer products and services industry, whereas we do not intend to limit our focus to a particular industry, (ii) Gores Metropoulos II has a different Chief Executive Officer and Chairman of the Board than Gores Holdings VIII, (iii) we expect, given the industry focus of Gores Metropoulos II, that Mr. Metropoulos will lead the search for business combination targets for Gores Metropoulos II, whereas Mr. Stone and Mr. Gores will lead such efforts for Gores Holdings VIII, (iv) two of the four directors that will be on our board are not directors of Gores Metropoulos II, and three of the five directors on Gores Metropoulos II s board will not be on our board and (v) we believe the different industry focus and the different composition of our leadership will mitigate any potential conflicts of interest with respect to Gores Metropoulos II. In addition to the above, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business activities, including selecting a business combination target and monitoring the related due diligence. See Risk Factors Risks Relating to our Management Team Our officers and directors will allocate their time to other businesses thereby causing potential conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to identify and pursue initial business combination opportunities or complete our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Further, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 24 months after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders until 180 days after the completion of our initial business combination. With certain limited exceptions, the private placement warrants and the Table of Contents Class A common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination because of their financial interest in completing an initial business combination within 24 months after the closing of this offering. As more fully discussed in Management Conflicts of Interest, if any of our directors or officers becomes aware of any business combination target that falls within the line of business of any entity to which he has pre-existing fiduciary or contractual obligations, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Technology or Gores Technology II, he may be required to present such business combination target to such entity prior to presenting such business combination target to us. Our directors and officers currently have fiduciary duties or contractual obligations that may take priority over their duties to us. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012, (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Table of Contents Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our common stock held by non-affiliates does not equal or exceed $250.0 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our common stock held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Our executive offices are located at 6260 Lookout Road, Boulder, Colorado 80301 and our telephone number is (303) 531-3100. Table of Contents The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Securities offered 30,000,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-eighth of one warrant. Nasdaq symbols Units: GIIXU Class A Common Stock: GIIX Warrants: GIIXW Trading commencement and separation of Class A common stock and warrants The units will begin trading promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least eight units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of Table of Contents this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place two business days from the date of this prospectus. If the underwriter s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter s over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 30,000,000(1) Common stock: Number outstanding before this offering 8,625,000 shares of Class F common stock(2)(3) Number outstanding after this offering 37,500,000 shares of Class A common stock and Class F common stock(1)(3) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 2,666,666(1) Number of warrants to be outstanding after this offering and the private placement 6,416,666(1) Exercisability Each whole warrant is exercisable to purchase one share of our Class A common stock and only whole warrants are exercisable. Exercise price $11.50 per share, subject to adjustment as described herein. (1) Assumes no exercise of the underwriter s over-allotment option and the forfeiture by our sponsor of 1,125,000 founder shares. As discussed under Founder shares below, for our sponsor to maintain ownership of 20% of the outstanding shares following completion of this offering, if the over-allotment option is not exercised by the underwriter our sponsor would be required to forfeit 1,125,000 shares. (2) Includes up to 1,125,000 shares that are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised. (3) The shares of common stock included in the units are Class A common stock. Founder shares are classified as shares of Class F common stock, which shares are convertible into shares of our Class A common stock on a one- for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Table of Contents Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, or 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use commercially reasonable efforts to file and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided, that if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and Table of Contents if, and only if, the last sale price of our Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for Class A common stock Commencing ninety days after the warrants become exercisable we may redeem the outstanding warrants: in whole and not in part; at a price equal to a number of shares of Class A common stock to be determined by reference to the table set forth under Description of Securities Warrants Public Stockholders Warrants based on the redemption date and the fair market value of our Class A common stock except as otherwise described in Description of Securities Warrants Public Stockholders Warrants ; if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding public warrants, as described above; upon a minimum of 30 days prior written notice of redemption; if, and only if, there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given; and if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. Table of Contents The fair market value of our Class A common stock shall mean the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption of the warrants. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Stockholders Warrants for additional information. Cashless Exercise If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section of this prospectus entitled Description of Securities Warrants Public Stockholders Warrants for additional information. Except as set forth herein, none of the private placement warrants will be redeemable by us so long as they are held by the sponsor or its permitted transferees. Founder shares On January 11, 2021, our sponsor purchased 8,625,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the Table of Contents company had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering. As such, our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). Prior to the completion of this offering, our sponsor will transfer 25,000 founder shares to each of our independent director nominees at their original purchase price. Up to 1,125,000 founder shares will be subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised so that our initial stockholders will maintain ownership of 20% of our common stock after this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are shares of Class F common stock that automatically convert into shares of our Class A common stock at the time of our initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination; provided, however, that with respect to the election of directors in connection with a meeting of our stockholders in which a business combination is submitted to our stockholders for approval, holders of our Class A common stock and holders of our Class F common stock, voting together as a single class, will have the exclusive right to vote for the election of directors; and, prior to our initial business combination, holders of a majority of founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and any public shares held by Table of Contents them in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our business combination within the prescribed time frame. If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. Our initial stockholders have agreed to vote any founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 11,250,001 or approximately 37.5%, of the 30,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised); and the founder shares are subject to registration rights. Transfer restrictions on founder shares With certain limited exceptions, our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until 180 days after the completion of our initial business combination. We refer to such transfer restriction throughout this prospectus as the lock-up. Founder shares conversion and anti-dilution rights The shares of Class F common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that any amount of additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted in connection with financing or consummating the business combination or for anti- Table of Contents dilution purposes (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination). Holders of founder shares may also elect to convert their shares of Class F common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors; provided, however, that with respect to the election of directors in connection with a meeting of our stockholders in which a business combination is submitted to our stockholders for approval, holders of our Class A common stock and holders of our Class F common stock, voting together as a single class, will have the exclusive right to vote for the election of directors. Other than pursuant to the proviso in the preceding sentence, holders of the Class A common stock will not be entitled to vote on the election of directors prior to the consummation of the initial business combination. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by approval of a majority of our Class F common stock then outstanding. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial business combination. Table of Contents Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 2,666,666 private placement warrants (or 2,966,666 if the over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a price of $3.00 per whole warrant (approximately $8,000,000 in the aggregate or $8,900,000 in the aggregate if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each whole private placement warrant is exercisable for one whole share of our Class A common stock at $11.50 per share. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $300.0 million (or $345.0 million if the underwriter exercise its over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable (except as set forth under Description of Securities Warrants Public Stockholders Warrants Redemption of warrants for Class A common stock ) and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described under the section of this prospectus entitled Principal Stockholders Restrictions on Transfers of Founder Shares and Private Placement Warrants ). Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price Table of Contents by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. Proceeds to be held in trust account The rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds of this offering and the sale of the private placement warrants, $300,000,000, or $10.00 per unit ($345,000,000, or $10.00 per unit, if the underwriter s over-allotment option is exercised in full) will be placed into a U.S.-based trust account with Computershare Trust Company, N.A. acting as trustee. These proceeds include $10,500,000 (or $12,075,000 if the underwriter s over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to up to $900,000 per year of interest earned on the funds held in the trust account that may be released to us to fund our regulatory compliance requirements and other costs related thereto (a Regulatory Withdrawal ), plus additional amounts to pay our franchise and income tax obligations, if any, the proceeds from this offering and the sale of the private Table of Contents placement warrants will not be released from the trust account until the earliest of (a) the completion of our initial business combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to stockholders rights or pre-initial business combination activity and (c) the redemption of our public shares if we are unable to complete our business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Except as described above with respect to the funding of our Regulatory Withdrawals and the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. Based upon assumed interest rates, we expect the trust account to generate approximately $600,000 of interest annually. Except as described above, unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $570,000 in working capital after the payment of approximately $1,430,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the Table of Contents income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Permitted purchases of public shares by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market Table of Contents either prior to or following the completion of our initial business combination where otherwise permissible under applicable laws, rules and regulations. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including up to $900,000 per year of interest earned on the funds held in the trust account and not previously released to us to fund our Regulatory Withdrawals and/or to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our business combination or otherwise. Table of Contents Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for Table of Contents at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, stockholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need 11,250,001 or approximately 37.5%, of the 30,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised). We intend to give not less than 10 days nor Table of Contents more than 60 days prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed business combination is not approved and we continue to search for a target company, we will promptly return any certificates delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares Table of Contents of Class A common stock submitted for redemption will be returned to the holders thereof. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our business combination. Redemption rights in connection with proposed amendments to our amended and restated certificate of incorporation Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated certificate of Table of Contents incorporation will provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law (the DGCL ), or applicable stock exchange rules. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation and/ or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, executive officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that would affect (i) the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) any other provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our initial stockholders have entered into letter agreements with us pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public Table of Contents stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriter its deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers and directors have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to fund our Regulatory Withdrawals and/or to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination within the 24-month time period. Table of Contents Our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our initial stockholders acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period. The underwriter has agreed to waive its rights to its deferred underwriting commission held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Payments to insiders There will be no restrictions on payments made to insiders. We expect that some or all of the following payments will be made to our sponsor, officers or directors, or our or their affiliates: Repayment of up to an aggregate of $450,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to an affiliate of our sponsor of $20,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support; Reimbursement of legal fees and expenses incurred by our sponsor, officers or directors in connection with our formation, the initial business combination and their services to us; Payment of fees and reimbursement of out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $3.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Table of Contents However, no such payments will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest The Gores Group manages several investment vehicles. Funds managed by Gores or its affiliates may compete with us for acquisition opportunities. If these funds decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Gores, including by Mr. Gores, may be suitable for both us and for a current or future Gores fund and may be directed to such investment vehicle rather than to us. Neither Gores nor members of our management team who are also employed by certain affiliates of The Gores Group have any obligation to present us with any business combination target of which they become aware, unless presented to such member solely in his or her capacity as an officer of the company. Gores and/or our management, in their capacities as officers or managing directors of Gores or in their other endeavors, may be required to present such business combination target to the related entities described above, current or future Gores investment vehicles, or third parties, before they present such business combination target to us. The Gores Group does not have any present intention to invest in new portfolio companies, and therefore we do not expect conflicts of interest with respect to The Gores Group. Further, any potential investment by The Gores Group would be significantly smaller than the companies that we would consider for potential business combinations, and therefore it is likely that any investment by The Gores Group would not be suitable for us, and that any investment by us would not be suitable for The Gores Group. Table of Contents Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Specifically, all of our officers and certain of our directors have fiduciary and contractual duties to The Gores Group and certain companies it has invested in or managed, including, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Technology and Gores Technology II. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he has then-current fiduciary or contractual obligations, he will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to search for an initial business combination. Our amended and restated certificate of incorporation will contain a waiver of the corporate opportunity doctrine, which will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation. The purpose for the surrender of corporate opportunities is to allow officers, directors or other representatives with multiple business affiliations to continue to serve as an officer of our company or on our board of directors. Our officers and directors may from time to time be presented with opportunities that could benefit both another business affiliation and us. In the absence of the corporate opportunity waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the corporate opportunity waiver in our amended and restated certificate of incorporation provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates. However, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and pursuing an initial business Table of Contents combination or completing our initial business combination. The different timelines of competing business combinations could cause our directors and officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders best interest, which could negatively impact the timing for a business combination. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. In particular, affiliates of our sponsor are currently sponsoring six other blank check companies, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Technology and Gores Technology II. On February 7, 2021, Gores Holdings VI entered into a definitive agreement to acquire Matterport, a spatial data company leading the digital transformation in the built world. Gores Holdings V and Gores Holdings VII may seek to complete a business combination in any location and each is not focusing on any particular industry for business combinations. Gores Metropoulos II may seek to complete a business combination in any location and is focusing on a business combination in the consumer products and services industry. Gores Technology and Gores Technology II may seek to complete a business combination in any location and each is focusing on a business combination in the technology industry. Further, Mr. Gores, our Chairman, serves as Chief Executive Officer of Gores Metropoulos II, Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings V, Gores Holdings VI and Gores Holdings VII, and Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer for Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Technology and Gores Technology II. Any such companies, including Gores Holdings V, Gores Holdings VI, Gores Table of Contents Metropoulos II, Gores VII Gores Technology and Gores Technology II may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts with Gores Holdings V, Gores Holdings VI, Gores Holdings VII, Gores Technology or Gores Technology II would materially affect our ability to identify and pursue initial business combination opportunities or complete our initial business combination, because (i) Gores Holdings VI has entered into a definitive agreement to acquire Matterport, (ii) our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, (iii) Ted Fike and Justin Wilson, who are not officers of Gores Holdings VIII, will lead the search for a business combination target for Gores Technology and Gores Technology II and (iv) we are not limited by industry or geography in terms of the acquisition opportunities we can pursue. In addition, we do not believe that any potential conflicts with Gores Metropoulos II would materially affect our ability to identify and pursue initial business combination opportunities or complete our initial business combination because (i) Gores Metropoulos II intends to focus on acquisition opportunities in the consumer products and services industry, whereas we do not intend to limit our focus to a particular industry, (ii) Gores Metropoulos II has a different Chief Executive Officer and Chairman of the Board than Gores Holdings VIII, (iii) we expect, given the industry focus of Gores Metropoulos II, that Mr. Metropoulos will lead the search for business combination targets for Gores Metropoulos II, whereas Mr. Stone and Mr. Gores will lead such efforts for Gores Holdings VIII, (iv) two of the four directors that will be on our board are not directors of Gores Metropoulos II, and three of the five directors on Gores Metropoulos II s board will not be on our board and (v) we believe the different industry focus and the different composition of our leadership will mitigate any potential conflicts of interest with respect to Gores Metropoulos II. In addition to the above, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business activities, including selecting a business combination target and monitoring the related due diligence. See Risk Factors Risks Relating to our Management Team Our officers and directors will allocate their time to other businesses thereby causing potential conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative Table of Contents impact on our ability to identify and pursue initial business combination opportunities or complete our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Further, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 24 months after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders until 180 days after the completion of our initial business combination. With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination because of their financial interest in completing an initial business combination within 24 months after the closing of this offering. As more fully discussed in Management Conflicts of Interest, if any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he has pre-existing fiduciary or contractual obligations, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Technology and Gores Technology II, he may be required to present such business combination target to such entity prior to presenting such business combination target to us. Our directors and officers currently have fiduciary duties or contractual obligations that may take priority over their duties to us. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our Table of Contents independent public accountants) for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the $900,000 per year of interest which may be withdrawn to fund our Regulatory Withdrawals, plus additional amounts released to us to pay our franchise and income tax obligations. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification obligations. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Table of Contents Risks We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see the section of this prospectus entitled Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Summary of Risk Factors An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment: We are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by Gores, including our management team, and other businesses associated with our management team may not be indicative of future performance of an investment in the Company. Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. If we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination. If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed business combination and reduce the public float of our Class A common stock. You will not be entitled to protections normally afforded to investors of many other blank check companies. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss. Table of Contents If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 24 months, we may be unable to complete our initial business combination, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus ( COVID-19 ) outbreak and the status of debt and equity markets. The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view. We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest. Since our sponsor, officers and directors will lose their entire investment in us if our business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. Our initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support. Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. The other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. Table of Contents Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. January 11, 2021 Actual As Adjusted(1) Balance Sheet Data Working capital $ 6,472 $ 290,076,472 Total assets $ 414,824 $ 300,576,472 Total liabilities $ 408,352 $ 10,500,000 Value of Class A common stock that may be redeemed in connection with our initial business combination ($10.00 per share) 285,076,470 Stockholder s equity $ 6,472 $ 5,000,002 (1) The as adjusted information gives effect to the sale of the units we are offering and the sale of the private placement warrants, including the application of the related gross proceeds and the payment of the estimated remaining costs from such sale and the repayment of the accrued and other liabilities required to be repaid. If no business combination is completed within 24 months from the closing of this offering, the proceeds then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to fund our Regulatory Withdrawals and/or to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within such 24 month time period. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001841338_ciig_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001841338_ciig_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d0e44ca17fa37b4ee1e7d919364e91695e075fe2
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001841338_ciig_prospectus_summary.txt
@@ -0,0 +1 @@
+The direct anchor investors and certain investment funds and accounts managed by Magnetar Financial LLC and certain investment funds and accounts managed by Atalaya Capital Management LP (each of which is a member of our sponsor), which we refer to collectively as the indirect anchor investors throughout this prospectus, and together with the direct anchor investors, as the anchor investors , have expressed to us an interest to purchase an aggregate of $50,625,000 of units in this offering at the offering price, and we have agreed to direct the underwriters to offer to the anchor investors such amount of units. Because these expressions of interest are not binding agreements or commitments to purchase, the anchor investors may determine to purchase more, fewer or no units in this offering. In addition, the underwriters may determine to sell more, fewer or no units to our anchor investors. For a discussion of certain additional arrangements with our anchor investors, please see Summary The Offering Expressions of Interest. Our initial stockholders, which include our sponsor, own an aggregate of 6,468,750 shares of our Class B common stock (up to an aggregate of 843,750 shares of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised). We refer to these shares of Class B common stock as the founder shares throughout this prospectus. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as described herein. Prior to the consummation of our initial business combination, only holders of our Class B common stock will have the right to vote on the election of directors. Holders of the Class A common stock will not be entitled to vote on the election of directors during such time. Currently, there is no public market for our units, Class A common stock or warrants. We have applied to list our units on the Nasdaq Global Market, or Nasdaq, under the symbol CIIGU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless UBS Securities LLC and Barclays Capital Inc. inform us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols CIIG and CIIGW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See the section of this prospectus entitled Risk Factors beginning on page 41 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 225,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 12,375,000 Proceeds, before expenses, to CIIG Capital Partners II, Inc. $ 9.45 $ 212,625,000 ____________ (1) Includes $0.35 per unit, or $7,875,000 (or up to $9,056,250 if the underwriters over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, as described in this prospectus. See the section of this prospectus entitled Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $228,375,000 million, or $262,631,250 if the underwriters over-allotment option is exercised in full ($10.15 per unit in either case), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and $2.0 million will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest to occur of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or within 24 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) or (ii) with respect to any other provisions relating to stockholders rights or pre-initial business combination activity and (c) the redemption of our public shares if we are unable to complete our business combination within 18 months from the closing of this offering (or within 24 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Joint Book-Running Managers UBS Investment Bank Barclays LionTree , 2021 Table of Contents We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. __________________________ TABLE OF CONTENTS Page Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001841389_revolution_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001841389_revolution_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cc21ed0c494fe19b91a39bd923b79338f3dc1ef5
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001841389_revolution_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: ARCH are to ARCH Venture Management, LLC, a Delaware limited liability company, or to ARCH Venture Fund XI, L.P., a Delaware limited partnership, as applicable; amended and restated certificate of incorporation are to the amended and restated certificate of incorporation that the company will adopt prior to the consummation of this offering; Board or board of directors are to our board of directors; Class A shares or shares of Class A common stock are to our shares of Class A common stock, par value $0.0001 per share; Class B shares or shares of Class B common stock are to our shares of Class B common stock, par value $0.0001 per share; common stock are to our Class A common stock and our Class B common stock; directors are to our current directors and director nominees; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of such securities; foundation are to Health Assurance Economy Foundation, a Delaware nonprofit nonstock corporation; General Catalyst are to General Catalyst Partners, LLC, a Delaware limited liability company; initial stockholders are to our sponsor, the foundation and any other holders of our alignment shares immediately prior to this offering; letter agreement are to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our executive officers; alignment shares are to our Class B shares issued to our sponsor and the foundation; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any, which private placement warrants are identical to the warrants sold in this offering, subject to certain limited exceptions as described in this prospectus; public shares are to our shares of Class A common stock sold as part of the SAILSM securities in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares; provided that our initial stockholders and each member of our management team s status as a public stockholder will only exist with respect to such public shares; sponsor are to REV Sponsor LLC, a Delaware limited liability company; underwriter s over-allotment option are to the underwriter s 45-day option to purchase up to an additional 7,500,000 SAILSM securities to cover over-allotments, if any; warrants are to our warrants sold as part of the SAILSM securities in this offering (whether they are purchased in this offering or thereafter in the open market); and TABLE OF CONTENTS If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee SAILSM securities, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant (2) 57,500,000 SAILSM securities $ 10.00 $ 575,000,000 $ 62,733 Shares of Class A common stock included as part of the SAILSM securities (3) 7,500,000 shares (4) Redeemable warrants included as part of the SAIL SM securities (3) 11,500,000 warrants (4) Total $ 575,000,000 $ 62,733(5) (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 7,500,000 SAILSM securities, consisting of 7,500,000 shares of Class A common stock and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any. (3) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS Dilution will occur over time, also contingent upon sustained performance. The key elements of our structure are summarized below and are explained further elsewhere in this prospectus: Attribute Conventional SPAC (Founder Shares) SAILSM Alignment Shares Alignment Shares N/A no performance based alignment shares in the traditional structure In conventional SPAC structure, 20% of all shares issued and outstanding at IPO granted to sponsor, which converts to Class A shares immediately upon the completion of the business combination Alignment shares equal to 5% of capital raised at IPO granted to the sponsor and the foundation 10% tranche of alignment shares to convert annually to Class A shares for 10 years following combination, converted at a variable amount contingent on price performance: On the first 30% performance, conversion shares will be 20% of the increase in the sum of (i) the VWAP, calculated in accordance with Description of Securities-Volume weighted average price below of one share of Class A common stock, and (ii) the amount per share of any dividends or distributions paid during such measurement period (such sum, the Total Return ), but in respect of the increase above the relevant Price Threshold (as defined below), multiplied by the sum (such sum (as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions), the Closing Share Count ) of (x) the number of shares of Class A common stock outstanding immediately after the closing of this offering and (y) if in connection with the initial business combination there are issued any shares of Class A shares or PIPE Securities (as defined below), the number of shares of Class A common stock so issued and the maximum number of shares of Class A common stock issuable (whether settled in shares or in cash) upon conversion or exercise of such PIPE Securities, divided by the Total Return Above the first 30% performance, conversion shares will be 30% of the increase in Total Return of one Class A share (all else calculated same) The Price Threshold will initially equal $10.00 for the first measurement period (as defined below) completion of the initial and will thereafter be adjusted at the beginning of each subsequent measurement period to be equal to the greater of (i) the VWAP for the immediately preceding fiscal year and (ii) the Price Threshold for the previous measurement period (in each case, as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions) TABLE OF CONTENTS we, us, our, REVH, RHAC, company or our company are to Revolution Healthcare Acquisition Corp., a Delaware corporation. Each SAILSM security consists of one share of Class A common stock and one-fifth of one warrant for each SAILSM security purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the SAILSM securities and only whole warrants will trade. Accordingly, unless you purchase at least five SAILSM securities, you will not be able to receive or trade a whole warrant. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. Summary Jay Markowitz, Jeff Leiden, Hemant Taneja, Robert Nelsen, Catherine Friedman, Jennifer Schneider, Kris Engskov, Jason Doren, Mark McDonnell and Evan Sotiriou have established Revolution Healthcare Acquisition Corp., a newly formed blank check company. Our mission is to partner with leading businesses at the intersection of health care, life sciences and technology to redesign health care around the patient. With the support of our sponsors General Catalyst and ARCH we are uniquely qualified to help these disruptive companies become iconic category winners that will revolutionize health care through the non-revolutionary concept of focusing health care on the need and experience of its customer: the patient. Trillions of dollars of value have been created by technology companies that have developed novel methods to enhance customer experience. From Amazon to Netflix to Zoom, our lives have become easier, and in many cases, better. And yet, health care has remained largely untouched by these novel developments. We believe the intersection of technology and health care is one of the most significant opportunities for value creation and the most important area where entrepreneurs can make a difference to society. Health care is one of the largest sectors of the U.S. economy. Health care spending is projected to reach $4 trillion in 2020, accounting for 18% of U.S. GDP. However, anyone who has gone to the doctor or the hospital, dealt with illness, or has loved ones who have, knows that while facing sickness and death are difficult enough, the health care system can make it even worse. It isn t revolutionary to believe that the purpose of the health care system is to serve the patient. Yet, the system is designed to put the needs of the patient behind those of the system and its parts. RHAC has identified two segments within health care that we believe are severely underserved and represent areas where technology driven models can enhance and transform patient care and experience: 1) mental health and well-being; and 2) home based care, particularly for our elderly population. We believe mental health and well-being represents the most significant unmet need in U.S. health care today. Mental health spanning services such as wellness, talk therapy, addiction and medication tops the list of medical spending categories with $212 billion in annual health care spend, which doesn t take into account the significant economic burden related to employee absenteeism or indirect costs (e.g., productivity, turnover, satisfaction). Furthermore, suicide is now responsible for killing more soldiers than combat, claims more lives than breast cancer and has become the second most leading cause of death for our youth. Since mental health does not require physical presence, and consumers are becoming more proactive about their mental health, we view it is an ideal place to use technology to connect patients with doctors, therapists, software and hardware applications, and perhaps most importantly, each other. Therefore, we believe we are at a key crossroads as we now have the capabilities to change this treatment paradigm through the use of modern tools. We view home based care, particularly for our elderly population, as another key vector within health care where fundamental change is required to dramatically improve chronic disease and care management. Recent census data indicates that over 95 million Americans will be over the age of 65 by 2060, and over 80% of that age group suffers from chronic conditions. American seniors have grown increasingly more inclined to live independently a dynamic further exacerbated by the COVID-19 pandemic with more than 90% expressing the intent to age in place. We view patient-centric technology driven care models will provide the vehicle for shifting senior care, and broader population health care, back to the home, where consumers are more comfortable and in many cases, safer. We believe there are additional health care sectors ripe for technology driven change, and a patient and consumer centric model to improve care and outcomes, lower cost, and TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MARCH 16, 2021 PRELIMINARY PROSPECTUS $500,000,000 Revolution Healthcare Acquisition Corp. 50,000,000 SAILSM (Stakeholder Aligned Initial Listing) Securities Revolution Healthcare Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our securities. Each SAILSM security has an offering price of $10.00 and consists of one share of Class A common stock and one-fifth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriter has a 45-day option from the date of this prospectus to purchase up to 7,500,000 additional SAILSM securities to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, REV Sponsor LLC, has agreed to purchase an aggregate of 11,333,333 warrants (or 12,333,333 warrants if the underwriter s over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. Our sponsor and Health Assurance Economy Foundation, a charitable foundation, currently own 2,731,250 and 143,750 shares of Class B common stock or alignment shares , respectively (up to 356,250 and 18,750 of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised, respectively), which will collectively represent 5% of the shares of common stock issued in this offering. On the last day of each measurement period (as defined below), which will occur annually over ten fiscal years following consummation of our initial business combination (and, with respect to any measurement period in which we have a change of control or in which we liquidate, dissolve or wind up, on the business day immediately prior to such event instead of on the last day of such measurement period), 287,500 (or 250,000 if the over-allotment option is not exercised) of the shares of Class B common stock will automatically convert into shares of Class A common stock based upon the Total Return (as further described herein) of the Closing Share Count (as further described herein) as of the relevant measurement date above the Price Threshold (as further described herein). The alignment shares will be entitled to a number of votes representing 20% of our outstanding common stock prior to the completion of our initial business combination. Following completion of our initial business combination, the alignment shares will be entitled to one vote per share. Holders of the Class B common stock will have the right to elect all of our directors prior to our initial business combination. On any other matter submitted to a vote of our stockholders, holders of the Class B common stock and holders of the Class A common stock will vote together as a single class, except as required by applicable law or the applicable rules of the Nasdaq Capital Market, or Nasdaq, then in effect. Currently, there is no public market for our securities. We intend to apply to have our SAILSM securities listed on Nasdaq under the symbol REVHU. We expect that the shares of Class A common stock and warrants comprising the SAILSM securities will begin separate trading on Nasdaq under the symbols REVH and REVHW, respectively, on the 52nd day following the date of this prospectus unless the underwriter permits earlier separate trading and we have satisfied certain conditions. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 35 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per SAILSM security Total Public offering price $ 10.00 $ 500,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 27,500,000 Proceeds, before expenses, to us $ 9.45 $ 472,500,000 (1) Includes $0.35 per SAILSM security, or $17,500,000 in the aggregate (or $20,125,000 in the aggregate if the underwriter s over-allotment option is exercised in full), payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriter only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $500,000,000, or $575,000,000 if the underwriter s over-allotment option is exercised in full ($10.00 per SAILSM security in either case), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The underwriter is offering the SAILSM securities for sale on a firm commitment basis. The underwriter expects to deliver the SAILSM securities to the purchasers on or about , 2021. Sole Book-Running Manager MORGAN STANLEY The date of this prospectus is , 2021 TABLE OF CONTENTS Attribute Conventional SPAC (Founder Shares) SAILSM Alignment Shares Illustrative Sample Sponsor Economics 50,000,000 units offered at IPO implies 12,500,000 founder shares granted to sponsor, which converts to Class A shares immediately upon completion of the business combination ($125,000,000 value) 50,000,000 SAILSM securities offered at IPO implies 2,500,000 alignment shares granted to sponsor No conversion to Class A shares immediately upon merger completion In the case of 20% Total Return appreciation in the measurement period following the completion of the business combination, assuming a Closing Share Count of 50,000,000 (comprised of 50,000,000 Class A shares included as part of the SAILSM securities in this offering and no Class A shares issued subsequent to this offering, with such figures provided for illustrative purposes only) 10% of alignment shares (250,000 shares) will convert to 1,666,667 Class A shares ($20,000,000 value) For a more detailed sample calculation see Description of Securities Alignment Shares Alignment with stakeholders Sponsor s incentives are not well-aligned with stakeholders (downside gains create misalignment with investors, seller dilution creates misalignment with existing holders) Sponsor s incentives are aligned with all stakeholders and rewards long-term performance We believe this economic alignment is consistent with our core beliefs and values, and coupled with the strength and credibility of our team, will help to attract the best entrepreneurs. REVH is not simply a liquidity vehicle it is an opportunity to bring a transformational company to the public markets. TABLE OF CONTENTS enable science and medical advancements. These purpose-built models facilitate a continuous feedback loop with the consumer, delivering further improvement in care and outcomes, and even lower costs. We believe this is the pivotal moment to invest in health care innovation. The recent COVID-19 pandemic starkly exposed the lack of resilience in our current health care system and accelerated changes that might have otherwise taken years to evolve. The future is rushing at us health care is at the beginning of its internet moment. Our experience has shown that technology can fill the apparent gaps in health care and create a sustainable system, enabling us to better care for individuals, empower them to take control of their own health and inform the broader life sciences community with more insightful biomarkers to detect, monitor and treat disease. The goal for RHAC is to partner with companies that facilitate this re-alignment of the health care paradigm around the patient. We have seen first-hand how revolutionary health care companies have generated both positive patient outcomes and outsized shareholder returns because our collective team has built several of these success stories including, Livongo. In 2014, Mr. Taneja and Glen Tullman set out to create a better experience for patients with diabetes. They knew that each person has a unique relationship with diabetes and should have tools to manage their condition according to their experience. Livongo did not make the old model of diabetes treatment more efficient. Instead, it created a new type of care model, empowering members with technology so that they could think less about their condition, see doctors less often, and seldom have emergencies. The result was a high reported Net Promoter Score of 64 among patients using Livongo, and reduced costs for both payers and providers. Net Promoter Score is a percentage, expressed as a numerical value up to a maximum value of 100, to gauge customer satisfaction and reflects responses to the following question on a scale of zero to 10: How likely are you to recommend Livongo to a friend? Responses of nine or 10 were considered promoters, responses of seven or eight were considered neutral or passives, and responses of six or less were considered detractors. The number of detractors were subtracted from the number of respondents who are promoters and that number was divided by the total number of respondents. Livongo has since expanded the platform to holistically serve their members and offer the technology they developed to those with multiple chronic conditions. In addition to Livongo, our individual and collective successes span broadly across life sciences from paradigm-shifting biotech companies (e.g., Sage, Vertex) to disruptive research and life sciences technologies (e.g., Illumina, GRAIL) to the most disruptive companies in health care (e.g., Oscar, Ro) and technology (e.g., AirBnB, Stripe), each serving to play a unique role in transforming the lives of consumers and patients. These success stories represent just subsets of our broader vision to revolutionize health care with technology driven models. Our vision is to develop a patient-centric, data-driven, closed-loop system designed to optimize the patient experience and enable better outcomes and lower costs for all stakeholders. With wearable sensors, remote continuous data capture, point of care diagnostics, telehealth solutions and artificial intelligence/ machine learning tools that can enable, empower, and connect patients and allied health care workers to physicians and specialists, it is now possible to democratize high-quality health care for all patients, regardless of where care is delivered or what population it is delivered to. We believe this new paradigm of care delivery can also ensure a level of quality and informed care regardless of location, and importantly, inform that care with the best knowledge that exists as medicine advances, new drugs are introduced and clinical strategies change. As the digital and multi-omic technology revolutions have collectively captured the imagination of the health care industry, it has brought the advent of longitudinal patient datasets to the forefront of care. We are just beginning to scratch the surface of downstream applications to novel drug development, as we see unprecedented advances in precision and targeted therapeutics, and the patient treatment paradigm as we bring forward real-time patient monitoring and continuous feedback loops that enable patients to receive truly personalized care. Monetizing this data is not part of our focus we want to create full stack clinical workflows that provide broadly accessible and highly tailored care models by bridging the virtual and physical settings in a private, secure and HIPAA compliant architecture. We further believe that we can leverage the revolution occurring in diagnostics by connecting, distributing, and delivering at the point of care to enable more informed decisions, truly virtual care models and enable proactive care that will be important to the RHAC thesis. TABLE OF CONTENTS General Catalyst and ARCH, our sponsors, have already constructed a federation of synergistic companies within their respective portfolios to facilitate this shared vision. We believe there are dozens of companies with similarly aligned patient-centric health care models which have the potential to create multi-billion dollars of value, and RHAC has a set of core beliefs and values that will help to identify the best suited businesses that will revolutionize health care as we see it today. Our Beliefs The patient will be prioritized over stakeholders with greater perceived economic value to the health care system. Innovators and entrepreneurial business models will be built around the patient or consumer focusing on empowering them and improving their health outcomes while reducing costs. Health care will be democratized and increasingly shift away from the office to at-home or virtual care delivery models. The economic model of health care will shift. The rise of multi-omics and large, informed data sets will enable new paradigm of intelligent drug development which will be powered, at least in part, by connected care models. The digital health sector will become bigger than the physical health sector in terms of time and dollars spent. Person-centric data and improved workflows are at the core of this transformation. Our Values Total re-alignment of health care around the patient or consumer. Use technology to improve outcomes and contribute to reduce health care costs as a percentage of GDP. Design for bringing individuals along the journey. Commit to inclusivity and democratization of healthcare. Partner with existing life sciences companies, health care systems and physical care providers. Focus on retraining and deploying the existing health care workforce in the new health care world. Our Areas of Focus Disease areas that are ripe for disruption due to dismal patient experience, lack of access, and uninformed care pathways (e.g., mental health and well-being). Care models facilitating the transition toward at-home care delivery. Virtual health care services that increase access and affordability. Modern workflows for health systems and providers. Life sciences businesses enabled by technology (excluding clinical or commercial biopharmaceutical companies). Using this framework, RHAC aims to identify companies and use our unique experience and market position to help scale and transform them into category leaders in the public markets. We will look for companies that align with our vision of patient-centric health care delivery using technology-driven models, have high growth potential and expanding TAMs, and are led by mission-driven CEOs committed to responsible innovation. We have assembled a unique and credible team at the intersection of health care, life sciences and technology to pursue this immense opportunity. We believe our insight and experience will attract some of the world s leading entrepreneurs to work with us on our shared vision. Each team member has deep industry and operational expertise, a proven ability to identify and interpret health care, life sciences and technology trends, history of scaling businesses from inception and at inflection, and an understanding of the requirements for successful execution. Our management team has a track record of success, born from close collaboration TABLE OF CONTENTS through founding companies together, investing in technology, advising as board members and industry executives, and sharing a joint goal. These individuals are deeply embedded within the health care, life sciences and technology ecosystems, and we believe their deep networks will allow us to surface and win the best opportunities. Revolution Healthcare Acquisition Corp. is a newly incorporated blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to a business combination with us. Our Operating, Investing, Advising, and Industry Experience Our management team and board of directors have extensive collective experience as investors in, advisors to, and executives and board members of health care, life sciences and technology companies at various stages of their growth cycles, in both private and public markets. They have been long-term partners to health care, life sciences and technology businesses, successfully helping them build and execute on their strategies, invest for long-term growth and drive value for stakeholders. Our team s combined experience spans vital parts of the health care ecosystem, including biopharmaceuticals, medical technology, diagnostics, life sciences tools, provider operations, virtual services, electronic health records and technology infrastructure. This background, coupled with their deep networks and long-standing relationships, will provide valuable access to the highest quality health care, life sciences and technology companies and will produce unique insights and opportunities for growth and value creation. They will contribute this expertise and experience, as well as the capital raised in this offering, to partner with the leading companies at the intersection of health care, life sciences and technology to realize their collective goal. Since deciding at the age of 5 to be a transplant surgeon, our CEO, Dr. Markowitz, spent 18 years studying and practicing science and medicine, and 19 years analyzing, investing and working in the biopharmaceutical industry. He has witnessed first-hand the exponential progress in science and technology that have brought forth transformational ways to diagnose, prevent, and treat disease. But despite these advances, and the trillions of dollars spent annually on health care, Dr. Markowitz sees a clear need to address the tens of millions who continue to suffer under a system that fails to recognize and treat the mental, emotional, and psychosocial causes of their anguish. What Dr. Markowitz has learned from his experience taking care of the sick, witnessing the ravages of illness, and the misery of disease and functional decline in the elderly, is that the only way scientific and technological progress can achieve their full potential is to recognize that their true purpose is improve the lives of people. To paraphrase a young poet, we ve weathered and witnessed a health care system that isn t broken, but simply unfinished. Dr. Markowitz s mission, and that of RHAC, is to help finish the health care system by centering it around the physical, mental, emotional, and social needs of those who need it. As a board-certified internist and cardiologist who cared for both inpatients and outpatients for more than 20 years, Dr. Leiden has a deep understanding of the complexities of delivering patient care in the office and hospital setting and how home based care using technology driven models can improve both outcomes and the patient experience. Moreover, he has a full appreciation of the important role that mental health disorders play in the overall well being of patients with a wide variety of diseases. Dr. Leiden has extensive operating experience in both large and small companies. As President and COO of Abbott, he led all pharmaceutical operations from R&D, to Regulatory, Commercial and Manufacturing, leading the development and launch of multiple breakthrough drugs including Kaletra for HIV/AIDs and Humira for multiple autoimmune diseases. He also successfully completed multiple business development deals including the acquisition of Knoll Pharmaceuticals that will be relevant to his leadership role at RHAC. As President, CEO and Chairman of Vertex for almost a decade Dr. Leiden devised and executed a precision medicine strategy for the treatment of Cystic Fibrosis, developing and receiving global approval for 4 breakthrough drugs in 8 years that treat the underlying cause of the disease in different genetic populations an experience directly applicable to RHAC s potential approach to mental health care. While at TABLE OF CONTENTS Vertex, Dr. Leiden also consummated multiple collaborations and acquisitions including the collaboration with CRISPR Therapeutics that produced the first human gene editing-based functional cures for Sickle Cell disease and b thalassemia, as well as the acquisitions of Exonics and Semma. Dr. Leiden also has extensive experience as a board member and/or Chairman of the Board at both small and large companies including Abbott, TAP, Shire, Millennium, Vertex, Massachusetts Mutual Life Insurance Company, Tmunity and Quest Diagnostics that will be directly relevant to his role as Chairman of RHAC. Mr. Taneja has over twenty years of experience in identifying and partnering with extraordinary companies. Mr. Taneja s investing thesis is rooted in a belief that technology is causing a paradigm shift in all industries, making it possible to efficiently and profitably offer highly personalized products and services to everyone in society. Mr. Taneja has brought this thesis to health care by co-founding four particular health care companies enabled by technology driven models, Livongo, Commure and two unannounced ventures. In addition, Mr. Taneja has backed category defining health care companies like Color, Gusto, Mindstrong and Ro. Mr. Taneja is also an investor in numerous other market leading companies like Anduril, Gitlab, Grammarly, Samsara, Snap and Stripe. Mr. Nelsen co-founded ARCH in 1986 and since then has led a key role in founding and seeding some of the most innovative businesses in the life sciences industry. Mr. Nelsen is focused on generating new ideas for disruptive technologies or business models and then recruiting founding management teams and entrepreneurs to execute on these visions by advancing novel platform technologies with the overarching goal of improving care and outcomes. Mr. Nelsen s drive to develop the most cutting edge biotech and life sciences companies has led to his co-founding or backing of over 30 companies that have reached valuations exceeding $1 billion over the span of his career, some of which include Alnylam, Denali, GRAIL (announced a sale to Illumina in 2020 for $8 billion, plus a future revenue share), Illumina, Juno (sold to Celgene for $11 billion in 2018), Karuna and Vir Biotechnology. Uniquely, our team has known each other and worked together for several years despite coming from different organizations, allowing the team to work in total alignment to identify exceptional opportunities. Mr. Taneja and Mr. Nelsen have known each other for many years from their careers in healthcare and technology investing, and most recently co-invested in Mindstrong a mental health company whose mission to democratize mental health care using technology driven models underpins Mr. Taneja s and Mr. Nelsen s shared vision for RHAC. Dr. Markowitz and Dr. Leiden s relationship has spanned over 20 years, from their shared paths in medicine to Dr. Markowitz s investing career entangling with Dr. Leiden s operating role as CEO and Chairman of Vertex Pharmaceuticals. Additionally, Mr. Nelsen has known each of Dr. Markowitz, Mr. Engskov and Dr. Leiden for many years over the course of their respective careers as operators and investors in the healthcare industry. Not all of the companies in which our team has invested have achieved the same level of value creation. Past performance by any member or members of our management team, any of their respective affiliates, Health Assurance Acquisition Corp. ( HAAC ), Catalyst Partners Acquisition Corp. ( CPAR ) or RHAC is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business combination or (2) of success with respect to any business combination we may consummate. You should not rely on the historical record of any member or members of our management team, any of their respective affiliates, HAAC, CPAR, RHAC, or any related investment s performance as indicative of the future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. See Cautionary Note Regarding Forward Looking Statements. Market Opportunity We believe the intersection of health care, life sciences and technology is one of the most significant value creative opportunities of this decade. Although the U.S. spends $4 trillion on health care each year, the U.S. healthcare system can be extremely difficult and painful to navigate. It fails to provide positive experiences for the consumer, and thereby leads to a behavior of avoidance of care unless deemed absolutely necessary. As a result, those suffering with disease are often neglected by the health care system, whether or not by choice, and those who would otherwise be more proactive fail to procure care due to the health care system s inherent complexity. We believe there is a TABLE OF CONTENTS huge opportunity to address these inefficiencies and reduce U.S. health care spend while still capturing immense value. If tech entrepreneurs and the traditional health care ecosystem, including the life sciences sector, work together to realign health care around the patient, we believe the space will generate more than ten to fifteen $100 billion companies. As part of our initial market assessment, we have identified the mental health and well-being segment as the most significant unmet need in the U.S. health care system today. Mental health spanning services such as wellness, talk therapy, addiction and medication tops the list of medical spending categories with $212 billion in annual health care spend, beating both cardiovascular disease and diabetes by a substantial margin, and an estimated 51.5 million American adults (i.e., 20% of American adults) suffer from mental illness. Furthermore, these numbers only scratch the surface of what the true cost is of the crisis it is estimated that an additional $192 billion of earnings is lost each year due to mental health related absenteeism, which doesn t even include indirect costs, like productivity, employee turnover and job satisfaction. As a result, and further exacerbated by the adverse psychological impacts of COVID-19, we have found ourselves in the midst of a mental health pandemic afflicting people around the world and impacting people across the age and socioeconomic spectrum. However, since mental health treatment does not always require physical presence, it is an ideal place to use technology to connect patients with doctors, therapists, software and hardware applications, and perhaps most importantly, each other. It is also an area of care that lacks well adjudicated and informed ways to measure the success of various treatments, including pharmaceuticals. We believe that the time is right for this to change through the use of modern tools. RHAC is exploring comprehensive solutions in mental health across the continuum of well-being, prevention and treatment that we believe can address all patients seeking treatment, regardless of disease severity. The unmet need is immense, and so too is the benefit to people and society. A substantial market opportunity exists at this intersection of health care, life sciences and technology for a potential business combination. Globally, there are 46 health care unicorns, valued in aggregate at $110 billion, with over $55 billion of cumulative value in digital health unicorns alone. The public markets have seen the successful IPOs of several multi-billion dollar digital health companies over the last few years, including Teladoc, Amwell, and GoodRx, which currently have a combined market value of >$55 billion. This growth in the digital health sector is only set to increase with the tailwinds presented by catalyzing events, including the COVID-19 pandemic, evidenced by a record-setting $8.9 billion of digital health venture funding in 2020. As the last several months have demonstrated, periods of market volatility and dislocation can present even the highest quality health care, life sciences or technology companies with challenges accessing the public markets through a traditional IPO. While there has been an increasing number of health care and technology-focused blank check companies issued in recent months, we believe no other has the same degree of coherent vision, alignment with stakeholders, combination of sector expertise, entrepreneurial mindset, track record, and desire for transformational change. We believe we can provide a high-quality company with a lower risk path to the public capital markets while also providing our investors option value on an investment in these types of companies during periods of market volatility. The recent cohort of blank check company IPOs and validation by the involvement of bulge bracket investment banks and advisors have shown support for the effectiveness of this vehicle and substantiates our strategy. Revolution Healthcare Acquisition Corp. will be the only blank check company searching for its initial business combination led by a team that includes seasoned health care, life sciences and technology company founders and entrepreneurs with operational public company experience and an unprecedented track record for successfully effecting positive change. We believe the market opportunity is aligned with the advantages we bring to a potential target and the vehicle allows us to leverage our capabilities and create value by serving massive unmet market needs. Our Team Our management team will be led by Jay Markowitz as CEO and director; Jeff Leiden as Chairman; Hemant Taneja as director; Robert Nelsen as director; Catherine Friedman as director; Jennifer Schneider as director; Kris Engskov as director; Jason Doren as CAO; Mark McDonnell as CFO; Evan Sotiriou as COO. The team has entrenched relationships with one another, as well as a broad network within the health care, life sciences and technology industries. They are united by the common goal of redefining health care to be focused on the patient for the benefit of all stakeholders. TABLE OF CONTENTS Jay Markowitz, M.D. Dr. Jay Markowitz has spent 18 years studying and practicing science and medicine, and 19 years analyzing, investing and working in the biopharmaceutical industry. He is currently a Senior Partner at ARCH, joining the firm in 2021. In 2020, he was a Vice President and Sector Portfolio Manager at T. Rowe Price, and a Senior Vice President at Regeneron Pharmaceuticals from 2017-2020. He was the U.S. pharmaceutical and biotechnology analyst at Capital World Investors from 2010-2017. Dr. Markowitz will work closely with other scientific and development leaders on portfolio evaluation and decision making as well as assessing external opportunities. Prior to Capital World Investors, Dr. Markowitz was a biotechnology analyst with investment responsibility at T. Rowe Price from 2002-2010. Before transitioning to an investment career, he was an assistant professor and transplant surgeon at the Johns Hopkins University School of Medicine (1999-2002) and University of Medicine and Dentistry of New Jersey (1997-1999). Dr. Markowitz received his B.A. from Columbia University and his M.D. from Duke University. He completed a fellowship in transplant surgery at the UCLA Medical Center, a surgical residency at Massachusetts General Hospital, and a Research Fellowship in Cellular and Molecular Immunology at the Harvard School of Public Health. Jeff Leiden, M.D., Ph.D. Dr. Jeff Leiden is the Executive Chairman of Vertex Pharmaceuticals. He received his B.A., M.D. and Ph.D. degrees with honors from the University of Chicago. He is a physician and scientist who, for the last 40 years, has dedicated his career to improving the lives of people with serious diseases. His experience spans all aspects of the biotech and pharmaceutical industries. He began his career in academia as a molecular biologist and practicing cardiologist. From 1987 to 2000, Dr. Leiden held several academic and hospital appointments, including roles as Chief of Cardiology, the Rawson Professor of Medicine and Pathology, and an Attending Physician at the University of Chicago; the Elkan R. Blout Professor of Biological Sciences at the Harvard School of Public Health; and Professor of Medicine at Harvard Medical School. Dr. Leiden was named a Crain s Chicago Business 40 Under 40 in 1994. He is an elected member of the National Academy of Medicine and the American Association of Arts and Sciences. During his academic career, he was also involved in starting several biotechnology companies including Vical and Cardiogene. From 2000 to 2006, he served as President and Chief Operating Officer and Chief Scientific Officer at Abbott Laboratories where he had responsibility for running Abbott s global pharmaceuticals business. While at Abbott, Dr. Leiden led the development and launch of multiple breakthrough medicines, including HUMIRA (adalimumab) for rheumatoid arthritis and other autoimmune diseases and KALETRA (lopinavir/ritonavir) for HIV infection. He also held a number of industry board positions, including as a director of Abbott Laboratories and TAP, non-executive Vice Chairman of Shire Pharmaceuticals Plc and director of Millennium Pharmaceuticals, Inc. From 2006 to 2011, he was a Managing Director of Clarus Ventures, a life sciences venture capital firm. There he was dedicated to developing new treatments through the creation of innovative biotech companies. Dr. Leiden has served as a member of Vertex s board of directors since 2009 and was Chairman, President and CEO from 2012 to 2020. Under his leadership, Vertex developed and commercialized four precision medicines to treat the underlying cause of cystic fibrosis. In collaboration with CRISPR Therapeutics, Vertex also developed the first human gene editing therapy for a human genetic disease, CTX-001, a functional cure for Sickle Cell disease and B thalassemia. During his eight-year tenure as CEO of Vertex, its market cap increased from approximately $8.6 billion to more than $63.3 billion. Dr. Leiden also cares deeply about inspiring and equipping under-resourced students and young women to become the next generation of scientific leaders. He established a signature program at Vertex to enhance science, technology, engineering, art and math (STEAM) education among students in our local communities, including an on-site learning lab, mentorship programs, internships and college scholarships. In 2017, Vertex announced a sustained corporate giving commitment of $500 million over the next 10 years, of which $50 million is focused on STEAM education. In addition to his current responsibilities at Vertex, Dr. Leiden is a director of the Massachusetts Mutual Life Insurance Company, Chairman of the Board of two private healthcare companies, Tmunity and Casana TABLE OF CONTENTS Health, chair of the Scientific Advisory Board of the Brigham and Women s Hospital and a member of the Scientific Advisory Board of Boston Children s Hospital. Dr. Leiden is also Chairman of the Massachusetts Competitive Partnership and serves on the board of fellows of Harvard Medical School, and as co-chair of Massachusetts Governor Charlie Baker s STEM Advisory Council and Digital Health Council. He is a Trustee of the Boston Symphony Orchestra, a Fellow of the American Academy of Arts and Sciences and an elected member of the National Academy of Medicine, the American Society of Clinical Investigation and the American Association of Physicians. Hemant Taneja Hemant Taneja is the Managing Partner of General Catalyst, which he joined in 2007, and the founder of the firm s Silicon Valley operations. Mr. Taneja partners with mission-driven founders building platform companies that are fundamentally aligned with the long-term interests of society. Mr. Taneja is an early investor in market-leading companies across many sectors of the economy like Anduril, Canva, Color, Gitlab, Grammarly, Gusto, Livongo, Ro, Samsara, Snap, and Stripe. Mr. Taneja also serves as chairman and chief executive officer of Health Assurance Acquisition Corp. (Nasdaq: HAAC), a special purpose acquisition company sponsored by an affiliate of General Catalyst ( HAAC ). Mr. Taneja s primary investment thesis, known as economies of unscale, explores how 21st-century founders leverage AI-based mass personalization techniques to innovate and build platforms across all sectors of the economy. In his 2018 book Unscaled, Mr. Taneja builds on that thesis and articulates the need for accountability, transparency, and explainability in artificial intelligence technologies as they permeate deeper into daily life. Mr. Taneja s pieces in Harvard Business Review, The Era of Move Fast and Break Things is Over, and Managing the Unintended Consequences of Your Innovations, advocate for entrepreneurs and venture capitalists to adopt frameworks for responsible innovation and investing. Mr. Taneja is also the founder and Executive Chairman of Commure, a company that has partnered with major health systems to modernize the software infrastructure for the health care space since its inception in 2017. Mr. Taneja s recently published book UnHealthcare, co-authored with Dr. Stephen K. Klasko, lays out their thesis for how the health care system needs to transform into a health assurance system to bring consumerism, affordability, and rational economic behavior to this important sector. In addition to his investment work, Mr. Taneja is the Co-Founder of Advanced Energy Economy, an organization focused on transforming energy policy in America since 2011; and is a Founding Board Member of the Khan Lab School, a nonprofit K-12 school dedicated to classroom innovation since 2014. Mr. Taneja sits on the Board of Fellows for the Stanford School of Medicine and teaches a course at the college on A.I., Entrepreneurship, and Society. More recently, Mr. Taneja was featured in Business insider s 100 People Transforming Business list. Robert Nelsen Robert Nelsen is a co-founder and a Managing Director of ARCH. He joined ARCH at its founding and played a significant role in the creation, early sourcing, financing and development of more than 100 companies, including over 30 which have reached valuations exceeding $1 billion. Mr. Nelsen is focused on generating new ideas for disruptive technologies or business models and partnering with founding management teams and entrepreneurs to execute on these visions by advancing novel platform technologies with the overarching goal of improving care and outcomes. Some of his notable early-stage investments include Illumina, Alnylam, Juno (sold to Celgene for $11 billion in 2018) and GRAIL (announced a sale to Illumina in 2020 for $8 billion plus a future revenue share). Other investments over the years have included prominent biotechnology and life sciences companies, such as Array BioPharma (sold to Pfizer for $11.4 billion), Receptos (sold to Celgene for $7.2 billion), Sage Therapeutics, Beam Therapeutics, Denali Therapeutics, Karuna Therapeutics, Lyell Immunopharma, Vir Biotechnology, Fate Therapeutics, Editas, Sana Biotechnology, deCODE Genetics, 10x Genomics and Semma Therapeutics (sold to Vertex for $1 billion). Mr. Nelsen is a director of Vir Bio, GRAIL, Sana Biotechnology, Lyell Immunopharma, Karuna, Beam Therapeutics, Denali Therapeutics, and serves as Chairman of Hua Medicine, among others. He previously TABLE OF CONTENTS served as a Trustee of the Fred Hutchinson Cancer Research Institute, the Institute for Systems Biology, and was a director of the National Venture Capital Association. Mr. Nelsen holds an M.B.A. from the University of Chicago and a B.S. from the University of Puget Sound with majors in Economics and Biology. Catherine Friedman Catherine Friedman held numerous executive positions during a 23-year investment banking career with Morgan Stanley, including Managing Director, Head of West Coast Healthcare, and Co-Head of the Biotechnology Practice. She currently serves as the Chair of the Board of Directors of GRAIL, and is a member of the boards of directors of Seer, Altaba (formerly Yahoo!), Radius Health, and Lyell Immunopharma. She additionally serves as a trustee of The Darden School Foundation at the University of Virginia. She holds a B.A. in Economics from Harvard University and an M.B.A. from The University of Virginia s Darden School of Business. Jennifer Schneider, M.D. Dr. Jennifer Schneider was the President of Livongo from December 2018 until October 2020, where she was responsible for product, data science, engineering, marketing, clinical operations, and growth strategy. Dr. Schneider previously served as the company s Chief Medical Officer from 2015 to 2018, where she led the company s strategic clinical product vision, data science, clinical trials, and the organization s certified diabetes educators and coaches. Dr. Schneider also serves as a director of HAAC, a special purpose acquisition company sponsored by an affiliate of General Catalyst. Dr. Schneider is the author of Decoding Health Signals: Silicon Valley s Consumer-First Approach to a New Era of Health, which offers a guide to the depth of the chronic conditions problem facing the industry today and explores how companies are using big data analytics and artificial intelligence to reinvent care delivery for people with chronic conditions. Dr. Schneider was recently named to Modern Healthcare s List of Top Clinical Executives. Prior to Livongo, Dr. Schneider held several key leadership roles at Castlight from 2010 to 2015, most recently as Chief Medical Officer. Dr. Schneider also has held leadership roles as a health outcomes researcher and Chief Resident at Stanford University from 2005 to 2006, and she has practiced medicine as an attending physician at Stanford University, the VA Palo Alto Health Care System, and Kaiser Permanente. Dr. Schneider has an undergraduate degree from the College of the Holy Cross (1997), a Doctor of Medicine degree from Johns Hopkins School of Medicine (2002), and a Master of Science degree in Health Services Research from Stanford University (2010). Dr. Schneider completed her internal medicine residency at Stanford University Hospital. Kris Engskov Kris Engskov is President of Aegis Living, one of the nation s leading providers of assisted living, memory care and wellness services for seniors. Mr. Engskov joined Aegis Living in early 2019 and is responsible for leading all aspects of the company s operations, marketing and sales, clinical care, finance, development and human resources. Prior to joining Aegis, Mr. Engskov spent over 16 years at Starbucks Coffee Company (2002 2018) where he held multiple senior leadership roles including as President of the company s flagship U.S. retail division and earlier as President of Starbucks Europe, Middle East and Africa (EMEA). While at Starbucks, Mr. Engskov developed deep experience and expertise leading the development and execution of a number of new product and digital innovations globally, establishing significant new growth partnerships both in the U.S. and Europe and scaling several successful new store concepts and formats. While in Europe, he led a rapid turnaround of the EMEA division that enabled the company to quickly and profitably expand to multiple new greenfield markets after developing the company s first franchise model. Previously Mr. Engskov worked for Madrona Venture Group, LLC, a Seattle-based venture capital fund. Early in his career, he worked in public service. From 1993 to 2000, Mr. Engskov held a number of positions in the Clinton White House, including Assistant Press Secretary and Personal Aide to the President. He received his B.A. in Public Administration from the University of Arkansas. TABLE OF CONTENTS Jason Doren Jason Doren is General Counsel for ARCH, joining the firm in 2019. He is responsible for all legal and regulatory matters for ARCH and its investment funds, as well as strategic portfolio matters. Most recently, Mr. Doren was Chief Administrative Officer and General Counsel of Kleiner Perkins. Prior to Kleiner Perkins, Mr. Doren was General Counsel of SVB Capital, the venture capital investing division of SVB Financial Group, and served as Assistant General Counsel of SVB Financial Group where he was responsible for a variety of matters including strategic investments, international expansion, M&A and SVB Financial Group s government affairs efforts. Earlier in his career, Mr. Doren was with Cooley LLP where he represented venture capital funds and venture capital-backed companies, and prior to Cooley he was a trial attorney with Bronson, Bronson & McKinnon LLP in San Francisco. Mr. Doren has over 25 years of legal and venture capital industry experience. He is a founding member of the NVCA General Counsel Advisory Board, co-chaired the Advanced Venture Capital seminar for the Practicing Law Institute, a non-profit committed to continuing legal education, and served on the Advisory Board for the Stanford University Venture Capital Directors College. Mr. Doren earned his law degree from the UCLA School of Law and holds a B.S. in Finance, summa cum laude, from the University of Illinois. Mark McDonnell Mark McDonnell is a Managing Director, Chief Financial and Chief Administrative Officer for ARCH. Mr. McDonnell joined ARCH in 1999. He oversees the operational, financial, and administrative aspects of the firm. He also is responsible for developing and managing limited partner and strategic relationships for ARCH. Previously, Mr. McDonnell held the position of CFO at Marquette Venture Partners. He has also held roles in financial management with Enterprise Systems, a healthcare software developer acquired by HBO & Co., and with KPMG, LLP, serving clients primarily in the information and communication industries. Mr. McDonnell holds a B.S. in Accounting from Marquette University. Evan Sotiriou Evan Sotiriou has served in several senior management capacities of General Catalyst since 2019 and as the chief operating officer of HAAC and CPAR, special purpose acquisition companies sponsored by affiliates of General Catalyst, in each case since its formation. Prior to that, Mr. Sotiriou served as the CFO for OrbiMed, which invests globally across the health care industry, from 2011 to 2019. Mr. Sotiriou also acted as the Vice President of GSC Group from 2000 to 2008, Managing Director of Clearlake Capital Management, L.P. from 2008 to 2010 and subsequently as the Chief Financial Officer for Archer Capital Management, L.P. from 2010 to 2011. Mr. Sotiriou holds an AB from Dartmouth College. Background on Revolution Healthcare Acquisition Corp. Revolution Healthcare Acquisition Corp. is a newly formed company by Jay Markowitz, Jeff Leiden, Hemant Taneja, Robert Nelsen, Catherine Friedman, Jennifer Schneider, Kris Engskov, Jason Doren, Mark McDonnell and Evan Sotiriou to execute its part in a broad mission to realign health care around the patient through the digital transformation of care. Revolution Healthcare Acquisition Corp. is structured to reflect the economic transformation of the industry. To achieve our mission, we are using a structure that removes friction, aligns stakeholder interests, and rewards sustained, long-term performance. The SAILSM, or Stakeholder Aligned Initial Listing was introduced in 2020 by Health Assurance Acquisition Corp., which was backed by General Catalyst and one of our board members, Hemant Taneja. The incentive structure of the typical SPAC creates misalignment with target businesses and public market investors: the sponsor is entitled to a return of the sponsor shares regardless of the SPAC s performance, and dilution attributable to sponsor shares is borne immediately. The SAILSM construct, however, uses a performance-based incentive structure to create alignment, designed to replicate a stock price-based return in the public markets: TABLE OF CONTENTS Under the SAILSM structure, our initial stockholders will capture 20% to 30% of the year-over-year share-price performance (20% for first 30% performance, 30% thereafter) on all capital raised in connection with the transaction, which will include gross proceeds from the IPO and any subsequent capital raised in connection with the merger. Our economics are contingent upon sustained performance our initial stockholders will not earn returns on our alignment shares until our other stockholders do. Dilution will occur over time, also contingent upon sustained performance. We believe this economic alignment is consistent with our core beliefs and values, and coupled with the strength and credibility of our team, will help to attract the best entrepreneurs. RHAC is not simply a liquidity vehicle it is an opportunity to bring a transformational company to the public markets. We have also assembled a sponsor team that we believe will provide us with valuable strategic, operational, product management, analytical, financial, transactional, communications, legal, and other expertise and networks that we will leverage to identify and execute a business combination and drive future value for the combined business. Our Value-Add We believe our founder-first ethos, our unique wealth of experience transforming industries through innovation, our commitment to building enduring companies, and our focus on a patient-centric model for health care delivery give us a huge advantage in our quest to source and attract best-in-class, disruptive companies which sit at the intersection between health care, life sciences and technology. Pioneers in patient-centric health care delivery: Our team has crystallized a coherent vision of the future of health care through patient-centric care delivery models, and successfully executed on this vision with Livongo and other ventures. We believe this unparalleled focus and experience will enable us to provide invaluable advice to management teams of other early-stage patient-centric health care companies with the potential to be market leaders in their categories. Cross-industry, cross-disciplinary talent: Our team has created and operated multi-billion dollar companies in the health care, life sciences and technology sectors. Many of these experiences were shared endeavors by members of our cross-disciplinary team. We have demonstrated a talent for spotting winning trends at the intersection of health care, life sciences and technology, and building companies to capitalize on these. Experience building platforms at the cutting edge of technology and life sciences: We have been at the forefront of building new, broad platforms across technology, biotechnology and life sciences. These platforms have led the way in cellular therapy (Juno), precision medicine (Vertex), genomics (GRAIL, Illumina), payments (Stripe) and telehealth (Livongo, Ro). We are focused on creating platforms and leveraging technology that can drive a step change, as opposed to incremental improvements in features and outcomes. Experts in unscaled health care at scale: Patient-centric care calls for a new era of care that is personalized and unscaled using artificial intelligence-based techniques. We have deep experience in mass personalization techniques that enable platforms to provide care that feels tailored to the patient, even as they grow to serve hundreds of thousands and even millions of consumers. Deep networks: Our deep networks serve as a tool to find the best businesses and to match founders with top talent to fill areas of need and grow their businesses efficiently and intelligently. Impressive track record: We have an outstanding investment track record demonstrating a commitment to our strategy and core values, robust shareholder returns, and development of enduring businesses, including Airbnb, Vertex, Juno, Livongo, GRAIL, Snap, Stripe and others. Mission-driven, principled: Our methods are rooted in respect for strong governance, responsible innovation, and a desire to nurture diversity, creativity and mindfulness. Our Business Strategy The U.S. health care system has reached a pivotal moment as the lines between health care, life sciences and technology have blurred, and the next generation of innovation is ushered in through a digital transformation TABLE OF CONTENTS of health care. Concurrently, the consumer (i.e., the patient) has grown increasingly more frustrated by the sick, rigid and broken health care system and yearns to be empowered by broadly accessible, intuitive solutions that serve to enhance their experience and optimize clinical outcomes. Our goal is to invest in revolutionary platforms that will drive the transformation of our health care system into a patient-centric technology-driven model of care. We will facilitate this paradigm shift with technologies like wearable sensors, remote continuous data capture, point of care diagnostics, telehealth capabilities and artificial intelligence/machine learning tools. More specifically, we have identified the mental health and well-being segment as the largest underserved medical need in the U.S. health care system today. It is an area so underappreciated and stigmatized that most insurers don t cover costs for care. Mental, emotional and spiritual suffering are no less real than physical suffering. But whereas sufferers of physical ailments have access and coverage, those suffering from conditions of the mind must bear the pain alone. As a result of limited mental health care options, 60% of youth diagnosed with depression in the U.S. do not receive any form of mental health care. Furthermore, there is low adoption of evidence-based treatment models and algorithms the shortage of office-based psychiatrists coupled with the stigma associated with office-based care drives a significantly undertreated population; roles of talk therapy and drug therapy are poorly defined and no central data repositories exist for studying effectiveness of different treatment regimens or predicting successful outcomes. The unmet need within mental health in the U.S. is underscored by looking at recent suicide statistics suicide today is responsible for killing more soldiers than combat, claims more lives in the U.S. than breast cancer and has become the second most leading cause of death in the U.S. for people under 34 years old. In addition, over 18% of American adults have anxiety, 10% of American youths have severe major depression, roughly 20 million adults struggle with substance abuse and over 70 million Americans die each year from drug overdose. Analogous to prevention and treatment of physical ailments, there is a spectrum of mental and behavioral health and well-being. It ranges from preventive practices (e.g., cognitive programs, digital therapeutics, mindfulness, etc.), to clinical therapy (e.g., individual and group therapy), and finally institutional care that takes place at outpatient facilities or mental hospitals. And because mental health doesn t require physical presence, it is an ideal place to use technology to connect patients with doctors, therapists, software and hardware applications, and perhaps most importantly, each other to deliver more personalized care. Further, from the more recent influence of genetics and prenatal health, we are able to learn more about the critical points in brain development and life experiences that increase the risk for the development of mental health disorders this innovation has begun to play a key role in driving preventative care models through lightweight therapy, building emotional skill sets and other important practices. Our vision for a total health care revolution focuses into the mental health arena in expanding care through technology and evidence-based integrated treatment protocols to deliver personalized, effective and cost-effective mental health care services in a virtual or home setting. We see another potential vector in home based care, particularly for our elderly population. U.S. Medicare spend reached nearly $800 billion in 2019, making up roughly 21% of total annual U.S. health care spend. Recent census data indicates that roughly 61 million Americans were over the age of 65 in 2019, and the 65-and-older age group s share of the total U.S. adult population reached 23%. Although age isn t everything, it certainly has a dramatic impact on service distribution as over 80% of that age group suffers from chronic conditions. Furthermore, issues in senior care have been exacerbated by the recent COVID-19 crisis, where 40% of reported deaths from the virus have occurred in nursing homes. This dynamic has resulted in seniors wanting to live independently, and now more than 90% express the intent to age in place. We view patient-centric technology driven care models as providing the vehicle to shifting senior care, as well as broader population health care, back to the home, where consumers are more comfortable and in many cases, safer. Beyond mental health and home based care, we believe that there are additional sectors ripe for technology driven change and a patient and consumer centric model to improve care and outcomes, lower cost, and enable science and medical advancements that create a feedback loop which deliver further improvement in care and outcomes and even lower costs. Other areas of interest and focus include data-driven care, population health and various other chronic conditions. Our recent experience building companies such as Livongo and GRAIL have demonstrated that patient-centric health care companies can generate both positive clinical outcomes and outsized shareholder returns. TABLE OF CONTENTS By facilitating early detection of cancer, eliminating the hassle of managing chronic disease, designing the experience around the individual and whole-person care, and building trust with patients, we validated the market need for these revolutionary platforms and realized huge economic successes. However, these are just a few use-cases we envision for the broader health care revolution. There is a myriad of consumer personas that deserve the same excellent care experiences, and there are dozens of infrastructure companies required to support this sectoral shift. Our strategy, based on our core beliefs and values, is to identify a business combination where we can play an impactful role in partnership with a like-minded patient-centric business model that embeds technology driven models to transform the patient experience into one that is both convenient and easily accessible, and thereby serving to optimize outcomes for all stakeholders. Instead of improving inflexible systems, we want to reinvent these systems, to bend the cost and quality curve, and to overcome the entrenched resistance to change. We want to empower good ideas and disruptive technologies to improve outcomes for the most important consumer the patient. We believe that if you create a great user experience of value, you have an open road to building a multi-billion dollar success story like Livongo, Airbnb, or Stripe. We are looking for companies that are aligned with our vision to revolutionize health care, are led by mission-driven CEOs committed to responsible innovation, and have high growth potential in markets with TAM expansion opportunities. We are interested in companies building patient-centric health care models, care delivery approaches that enable the progression toward the home, virtual health care services that increase patient access and affordability, new models to manage risk and pay for care, and algorithms that can drive therapeutic innovation, guide treatment decisions and proactively screen or monitor disease. Using this framework, we are creating RHAC to identify companies that can be transformed into category leaders best positioned in the public markets. We believe we are well placed to help a transformational company, aligned with our philosophy, to the public markets, and then to help it grow, thrive, and succeed in its mission. Our partnership has value far beyond our capital, unlocking the potential of a disruptive business to revolutionize care, supported by our team s deep industry, operational and product experience, extensive networks, and track records as investors, advisors, executives, and board members. Our alignment with the economic transformation of the industry will make this a vehicle with which the best entrepreneurs will want to work. Business Combination Criteria While we may decide to enter into a business combination with a business that does not meet these criteria, we intend to seek a business combination: sitting at the intersection between technology, health care and life sciences, including patient-centric, data-driven, cloud-based platforms; that has the potential to change the health care system to benefit the patient (built with empathy, cuts down costs, and prioritizes personalization and patient outcomes); where we can materially impact the value and growth of the company in partnership with management; address disease areas that are ripe for disruption due to dismal patient experience (e.g., mental health and well-being, home based care); close to our proximal networks of founders, operators, investors, and advisors; and where we have a differentiated view on the ability of the target to create value as a public company. We anticipate offering the following benefits to our business combination partner: partnership with our management team members who have extensive track records of founding, operating, advising, and investing in market-leading health care, life sciences and technology companies; access to our network of leading industry executives, entrepreneurs, and investors; increase company presence and visibility with strategic partners, customers, employers, payors, and vendors; TABLE OF CONTENTS higher engagement with core, relevant, fundamental investors as anchor stockholders than a traditional IPO book-building process would offer; lower risk and expedited path to a public listing with flexible structuring; infusion of cash and ongoing access to public capital markets; listed public currency for future acquisitions and growth; ability for management to retain control and focus on growing the business; and opportunity to motivate and retain employees using stock-based compensation. Corporate Information Our executive offices are located at 20 University Road, Cambridge, Massachusetts 02138, and our telephone number is 617-234-7000. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares of Class A common stock held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our shares of Class A common stock held by non-affiliates is equal to exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. TABLE OF CONTENTS The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 50,000,000 SAILSM securities (or 57,500,000 SAILSM securities if the underwriter s over-allotment option is exercised in full), at $10.00 per SAILSM security, each SAILSM security consisting of: one share of Class A common stock; and one-fifth of one redeemable warrant. One whole warrant may be exercised to purchase one share of Class A common stock. Proposed Nasdaq symbols SAILSM securities: REVHU Class A common stock: REVH Warrants: REVHW Trading commencement and separation of shares of Class A common stock and warrants The SAILSM securities are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the SAILSM securities will begin separate trading on the 52nd day following the date of this prospectus unless Morgan Stanley & Co. LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold SAILSM securities or separate their SAILSM securities into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the SAILSM securities into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the SAILSM securities and only whole warrants will trade. Accordingly, unless you purchase at least five SAILSM securities, you will not be able to receive or trade a whole warrant. Additionally, the SAILSM securities will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the shares of Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the shares of Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of TABLE OF CONTENTS this offering. If the underwriter s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter s over-allotment option. SAILSM Securities Number outstanding before this offering 0 Number outstanding after this offering 50,000,000(1) Common Stock: Number outstanding before this offering 2,875,000(2)(3) Number outstanding after this offering 52,500,000(1)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 11,333,333(1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 21,333,333(1) Warrant terms One warrant may be exercised to purchase one share of Class A common stock for $11.50 per share, subject to adjustment as provided herein. Warrants may be exercised only for a whole number of shares of Class A common stock. No warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of Class A common stock. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering. The warrants will expire at 5:00 p.m., New (1) Assumes no exercise of the underwriter s over-allotment option. (2) Consists solely of alignment shares. (3) Alignment shares are currently classified as Class B common stock, which shares will convert into conversion shares as set forth below adjacent to the caption Alignment Shares. (4) Includes 50,000,000 shares of Class A common stock and 2,500,000 shares of Class B common stock. TABLE OF CONTENTS York City time, on the fifth anniversary of our completion of our initial business combination, or earlier upon redemption. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our Board and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any alignment shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading-day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 and Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption rights of public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at $10.00 per share and the per share interest earned on the funds held in the trust account (net of permitted withdrawals). The redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Our initial stockholders have entered into an agreement with us, pursuant to which they have agreed to waive redemption rights with respect to any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; TABLE OF CONTENTS at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our shares of Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Stockholders Anti Dilution Adjustments ) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities-Warrants-Public Stockholders Warrants based on the redemption date and the fair market value of our shares of Class A common stock (as defined below) except as otherwise described in Description of Securities-Warrants-Public Stockholders Warrants ; if, and only if, the closing price of our shares of Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities-Warrants-Public Stockholders Warrants-Anti-Dilution Adjustments ) for any 20 trading days within the 30 trading-day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the shares of Class A common stock for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share TABLE OF CONTENTS (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities-Warrants-Public Stockholders Warrants-Anti-Dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our shares of Class A common stock for the above purpose shall mean the volume weighted average price of our shares of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading-day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities-Warrants-Public Stockholders for additional information. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold a stockholder vote When we seek stockholder approval of our initial business combination, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against our initial business combination. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination that requires as a closing condition that we have a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more TABLE OF CONTENTS than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to (i) first, pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination and (ii) to pay all or a portion of the consideration payable in the initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation will provide that we will have only 24 months from the closing of this offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class) to complete our initial business combination. If we do not complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, of $10.00; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Alignment shares We have created an incentive structure which aligns the interests of all stakeholders and rewards sustained, long-term performance. We believe that this structure is more in-line with our long-term investment approach and different from all existing special purpose acquisition companies. On January 11, 2021, our sponsor paid $23,750, or approximately $0.01 per share, and the foundation paid $1,250, or approximately $0.01 per share, in consideration of 2,731,250 and 143,750 alignment shares, respectively. Prior to the initial investment in the company of $25,000 by the initial stockholders for the alignment shares, the company had no assets, tangible or intangible. The per share price of the alignment shares was determined by dividing the amount contributed to the company by the number of alignment shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization, share surrender, stock dividend or share contribution back to capital or a TABLE OF CONTENTS compulsory redemption or other appropriate mechanism, as applicable, with respect to our alignment shares immediately prior to the consummation of this offering in such amount as to maintain the alignment share ownership of our initial stockholders at 5% of the Class A common stock issued in this offering. Up to 375,000 alignment shares are subject to forfeiture by the holders of such shares, on a pro rata basis, depending on the extent to which the underwriter s over-allotment option is exercised. The alignment shares will be entitled to 20% of the voting power of our common stock prior to the completion of our initial business combination. Following the completion of our initial business combination, the alignment shares will be entitled to one vote per share. The alignment shares are identical to the shares of Class A common stock included in the SAILSM securities being sold in this offering, except that: only holders of the alignment shares have the right to vote on the election of directors prior to our initial business combination; the alignment shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, the foundation, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any alignment shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any alignment shares and public shares they hold in connection with a stockholder vote to approve an amendment to our certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class) or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any alignment shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering, or such later date as described in (ii) above (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame); if we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their alignment shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to the alignment shares, we would need 18,750,001, or 37.5%, of the 50,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and TABLE OF CONTENTS On the last day of each measurement period (as defined below), which will occur annually over ten fiscal years following the consummation of our initial business combination (and, with respect to any measurement period in which we have a change of control or in which we liquidate, dissolve or wind up, on the business day immediately prior to such event instead of on the last day of such measurement period), 287,500 (or, 250,000 if the over-allotment option is not exercised) alignment shares will automatically convert into shares of our Class A common stock ( conversion shares ), as follows: if the sum (such sum, the Total Return ) of (i) the VWAP, calculated in accordance with Descriptions of Securities Volume weighted average price below, of shares of our Class A common stock for such final fiscal quarter in such measurement period and (ii) the amount per share of any dividends or distributions paid or payable to holders of our Class A common stock on the record date for which is on or prior to the last day of the measurement period, does not exceed the Price Threshold, the number of conversion shares for such measurement period will be 2,875 shares of Class A common stock (or 2,500 if the over-allotment option is not exercised); if the Total Return exceeds the Price Threshold but does not exceed an amount equal to 130% of the Price Threshold, then the number of conversion shares for such measurement period will be the greater of (i) 2,875 shares of Class A common stock (or 2,500 if the over-allotment option is not exercised) and (ii) 20% of the difference between the Total Return and the Price Threshold, multiplied by (A) the sum (such sum (as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions), the Closing Share Count ) of (x) the number of shares of Class A common stock outstanding immediately after the closing of this offering (including any exercise of the over-allotment option) and (y) if in connection with the initial business combination there are issued any shares of Class A Common Stock or PIPE Securities (as defined below), the number of shares of Class A common stock so issued and the maximum number of shares of Class A common stock issuable (whether settled in shares or in cash) upon conversion or exercise of such PIPE Securities, divided by (B) the Total Return; and if the Total Return exceeds an amount equal to 130% of the Price Threshold, then the number of conversion shares for such measurement period will be the greater of (i) 2,875 shares of Class A common stock (or 2,500 if the over-allotment option is not exercised) and (ii) the sum of (x) 20% of the difference between an amount equal to 130% of the Price Threshold and the Price Threshold and (y) 30% of the difference between the Total Return and an amount equal to 130% of the Price Threshold, multiplied by (A) the Closing Share Count, divided by (B) the Total Return. The term measurement period means (i) the period of four fiscal quarters ending with, and including, the last fiscal quarter TABLE OF CONTENTS of the fiscal year in which we consummate our initial business combination and (ii) each of the nine successive four-fiscal-quarter periods. The Price Threshold will initially equal $10.00 for the first measurement period and will thereafter be adjusted at the beginning of each subsequent measurement period to be equal to the greater of (i) the Price Threshold for the immediately preceding measurement period and (ii) the VWAP for the immediately preceding measurement period (in each case, as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions). For purposes of the above calculation, PIPE Securities means securities (other than the public warrants and the private placement warrants) issued by the company and/or any entities that (after giving effect to completion of the initial business combination) are subsidiaries of the company that are directly or indirectly convertible into or exercisable for shares of Class A common stock, or for a cash settlement value in lieu thereof. The foregoing calculations will be based on our fiscal year and fiscal quarters, which may change as a result of our initial business combination. Each conversion of alignment shares will apply to the holders of alignment shares on a pro rata basis. If, upon conversion of any alignment shares, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to such holder. See Description of Securities Alignment Shares. Alignment shares conversion upon change of control Upon a change of control occurring after our initial business combination (but not in connection with our initial business combination), for the measurement period in which the change of control transaction occurs, the 287,500, alignment shares (or, 250,000 if the over-allotment option is not exercised) will automatically convert into conversion shares (on the business day immediately prior to such event), as follows: if, prior to the date of such change of control, the alignment shares have already cumulatively converted into a number of shares of Class A common stock equal in the aggregate to at least 5% of the Closing Share Count (the 5% Threshold Amount ), the number of conversion shares will equal the greater of (i) 2,875 shares of Class A common stock (or 2,500 if the overallotment option is not exercised) and (ii) the number of shares of Class A common stock that would be issuable based on the excess of the Total Return above the Price Threshold as described above with such Total Return calculated using the purchase price or deemed value agreed upon in the change of control transaction rather than the VWAP for the final fiscal quarter in the relevant measurement period; TABLE OF CONTENTS if, prior to the date of the change of control, the alignment shares have not already cumulatively converted into a number of shares of Class A common stock equal in the aggregate to at least the 5% Threshold Amount, the number of conversion shares will equal the greater of (i) the 5% Threshold Amount less any shares of Class A common stock previously issued upon conversion of alignment shares and (ii) the number of shares that would be issuable based on the excess of the Total Return above the Price Threshold described above with the Total Return calculated using the purchase price or deemed value agreed upon in the change of control transaction rather than the VWAP for the final fiscal quarter in the relevant measurement period; and to the extent any tranches of 287,500 alignment shares remain outstanding, each such remaining tranche of 287,500 alignment shares (or, 250,000 if the over-allotment option is not exercised) will automatically convert into 2,875 shares of our Class A common stock (or 2,500 if the over-allotment option is not exercised). Sponsor and foundation lock-ups We, our initial stockholders and our officers and directors have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, without the prior written consent of Morgan Stanley & Co. LLC for a period of 180 days after the date of this prospectus, any SAILSM securities, warrants, shares of common stock or any other securities convertible into, or exercisable, or exchangeable for, shares of common stock subject to certain limited exceptions. Our sponsor and the foundation have also agreed not to transfer, assign or sell (i) any of their alignment shares except to any permitted transferees, and (ii) any of their Class A common stock deliverable upon conversion of the alignment shares for 30 days following the completion of our initial business combination. We refer to such transfer restrictions throughout this prospectus as the lock-ups. Private placement warrants Our sponsor and certain directors of the Company have committed, pursuant to a written agreement, to purchase an aggregate of 11,333,333 private placement warrants (or 12,333,333 private placement warrants if the underwriter s over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($17,000,000 in the aggregate or $18,500,000 if the underwriter s over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 24 months from the closing of this offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), the private placement warrants will expire worthless. The private placement warrants will be non-redeemable (except as set forth under Redemption of Warrants for Shares of Class A Common Stock ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders TABLE OF CONTENTS other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the SAILSM securities being sold in this offering. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.5% per year, we estimate the interest earned on the trust account will be approximately $2,500,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $4,500,000 in working capital after the payment of approximately $2,500,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination Nasdaq rules and our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination and that a majority of our independent directors approve such initial business combination(s). If our Board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. Our stockholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-business combination company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our TABLE OF CONTENTS initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test; provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Permitted purchases of public shares by our affiliates If we seek stockholder approval of our initial business combination, our initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement with a sponsor that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of shares of our Class A common stock may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficial holder TABLE OF CONTENTS must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any alignment shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of our shares of Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class) or (B) with respect to any other provision relating to the rights of holders of our shares of Class A common stock. Limitations on redemptions Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners; (ii) cash to be transferred to the target for working capital or other general corporate purposes; or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing TABLE OF CONTENTS requirement. Asset acquisitions and share purchases would not typically require stockholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of the outstanding shares of our common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. We currently intend to conduct redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a stockholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of common stock, represented in person or by proxy and entitled to vote thereon, voted at a stockholder meeting are voted in favor of the business combination. In such case, our initial stockholders and each member of our management team have agreed to vote their alignment shares and public shares in favor of our initial business combination. As a result, in addition to the alignment shares, we would need 18,750,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised) of the 50,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated certificate of incorporation will require that at least five days notice will be given of any such stockholder meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our initial stockholders will terminate any plan established in accordance with Rule 10b5-1 to purchase our shares of Class A TABLE OF CONTENTS common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our initial stockholders, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in the amount of $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, the foundation, our officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is TABLE OF CONTENTS identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of interest Certain of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including, without limitation, HAAC, CPAR, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of ARCH or General Catalyst and certain companies in which ARCH, General Catalyst or such entities have invested. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity, which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, HAAC, CPAR, any ARCH or General Catalyst funds or other investment vehicles), then, subject to their fiduciary duties under applicable law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to ARCH, General Catalyst, HAAC, CPAR or our founders may be suitable for both us and a current or future ARCH or General Catalyst fund, portfolio company or other investment entity (including HAAC and CPAR) and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio company or other entity before being directed, if at all, to us. None of ARCH, General Catalyst, HAAC, CPAR, our founders or any members of our Board who serve as an officer or director of HAAC or CPAR or are also employed by ARCH, General Catalyst or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers, executives or directors of such other entities, as applicable. Each of ARCH and General Catalyst may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These ARCH and General Catalyst investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. In addition, our founders, officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our founders, officers and directors have, and will have in the future, time and attention requirements for current and future special purpose acquisition companies, investment funds, accounts, co-investment vehicles and other entities managed by ARCH or General Catalyst (including HAAC and CPAR). To the extent any conflict of interest arises between, on the one hand, us and, on the TABLE OF CONTENTS other hand, special purpose acquisition companies, including HAAC and CPAR, investment funds, accounts, co-investment vehicles and other entities managed by ARCH or General Catalyst (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to such, special purpose acquisition companies, including HAAC and CPAR, investment funds, accounts, co-investment vehicles and other entities), ARCH, General Catalyst and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. Risks An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled Risk Factors, alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Our stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our stockholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. The requirement that we consummate an initial business combination within 24 months (or such later date as approved by our stockholders) after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders. TABLE OF CONTENTS Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. We may not be able to consummate an initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. If we seek stockholder approval of our initial business combination, our initial stockholders, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public float of our shares of Class A common stock or public warrants. If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your investment. If we do not consummate an initial business combination within 24 months from the closing of this offering, our public stockholders may be forced to wait beyond such 24 months before redemption from our trust account. Although we have identified general criteria that we believe are important in evaluating prospective partner businesses, we may enter into our initial business combination with a partner that does not meet such criteria, and as a result, the partner business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001841419_gx_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001841419_gx_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001841419_gx_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001841420_esm_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001841420_esm_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ef13c5c1059bd9bcaa4f4ecabca6d75ef9e56e92
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001841420_esm_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, our or our company are to ESM Acquisition Corporation, a Cayman Islands exempted company; Affiliated Joint Acquisition are to an acquisition opportunity pursued jointly with one or more entities affiliated with EMG or VBR and/or one or more investors in funds managed by EMG; amended and restated memorandum and articles of association are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering; Companies Act are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; Credit Suisse are to Credit Suisse Securities (USA) LLC, the representative of the underwriters in this offering; directors are to our current directors and our director nominees named in this prospectus; EMG are to The Energy & Minerals Group; founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and our Class A ordinary shares that will be issued upon conversion thereof as provided therein; initial shareholders are to our sponsor and any other holders of our founder shares prior to this offering; letter agreement refer to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our directors and officers; officers are to one or more of our officers; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shareholders are to the holders of our public shares, including our sponsor, directors and officers to the extent our sponsor, directors or officers purchase public shares, provided their status as a public shareholder shall only exist with respect to such public shares; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); specified future issuance are to an issuance of a class of equity or equity-linked securities to specified purchasers, which may include affiliates of EMG and/or one or more investors in funds or separate accounts managed by EMG, that we may determine to make in connection with financing our initial business combination, to the extent permitted under applicable regulatory and contractual requirements related to those funds and accounts; sponsor are to ESM Sponsor, LP, a Cayman Islands limited liability partnership, and an affiliate of our founder; VBR are to Vision Blue Resources, Ltd.; and warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market). Table of Contents If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and a fraction of one redeemable warrant(2) 34,500,000 Units $10.00 $345,000,000 $37,639.50 Class A ordinary shares included as part of the units(3) (4) 34,500,000 Shares (5) Redeemable warrants included as part of the units(3) (4) 11,500,000 Warrants (5) Total $345,000,000 $37,639.50 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the Securities Act ). (2) Includes 4,500,000 units, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions. (4) Maximum number of Class A ordinary shares or redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriters described above. (5) No fee pursuant to Rule 457(g) under the Securities Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents All references in this prospectus to shares of the Company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. All references to the conversion of our Class B ordinary shares shall take effect as a redemption of such Class B ordinary shares and issuance of the corresponding Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus shall take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture by our sponsor of 1,125,000 founder shares. General We are a blank check company newly incorporated in the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue a target in any industry, section or geography, we intend to seek a target that is positioned to benefit from the global transition towards a low carbon economy, including but not limited to the shift away from fossil fuels, the light-weighting and electrification of vehicles and the reduction of carbon emissions from key industrial processes. In particular, we believe that our leadership team s expertise and experience in the mining and natural resources sectors provides us with a competitive advantage in potentially finding an attractive target that explores for, mines, processes and/or refines commodities that are critical in order to achieve de-carbonization. Among other commodities, this may include cobalt, copper, graphite, lithium, manganese, nickel, palladium, platinum, rhodium, vanadium, rare earth elements, and/or other directly related raw materials. Our Leadership Team Our leadership team has extensive experience and expertise that we believe is relevant to our business strategy. This experience includes a significant track record of successfully identifying, investing in and operating businesses across a broad range of industries, including the mining and natural resources sectors. Sir Michael ( Mick ) Davis. Sir Mick Davis, our Chief Executive Officer, has over 40 years of experience in the industrial, mining and natural resources sectors. During this time, Sir Mick Davis has been involved in raising approximately $35 billion in capital globally and has successfully completed over $120 billion worth of corporate transactions. Sir Mick Davis experience includes his involvement as Chief Financial Officer and Executive Director in the listing of Billiton plc on the London Stock Exchange in 1997, which grew to be a multi-national mining company with an approximately $10 billion market capitalization by 2001 when it merged with BHP Limited. As of December 31, 2020, the successor entity, BHP Group (TICKERS: BHP-LON and BHP-ASX) was the world s largest mining company, with a market capitalization of approximately $152 billion. Sir Mick Davis also served for 12 years as Chief Executive Officer of Xstrata plc ( Xstrata ), an Anglo-Swiss multi-national mining company headquartered in Zug, Switzerland and primarily listed on the London Stock Exchange. While at Xstrata, Sir Mick Davis led a business strategy centered on the thesis that industrialization in Asia, particularly in China, would result in structural increases in demand and price for key industrial commodities. As part of that strategy, he oversaw approximately $35 billion of acquisitions, growing Xstrata from that of a smaller and more regionalized company with assets in 7 countries and a market capitalization of approximately $500 million in 2001, to that of a global, diversified mining company with assets in 20 countries and an approximate market capitalization of $54 billion in 2013. In May 2013, Sir Mick Davis oversaw the successful merger of Xstrata with Glencore plc, at a 15% premium to its share price at announcement valuing Xstrata at approximately $62 billion. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED FEBRUARY 22, 2021 PRELIMINARY PROSPECTUS $300,000,000 ESM Acquisition Corporation 30,000,000 Units ESM Acquisition Corporation is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any industry or geographic location (subject to certain limitations described in this prospectus), we intend to focus our search for companies, projects or technologies which benefit from the global transition towards a low carbon economy. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, subject to the further conditions described elsewhere in this prospectus, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have also granted the underwriters a 45-day option from the date of this prospectus to purchase up to an additional 4,500,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we have not completed our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, ESM Sponsor, LP, a Cayman Islands limited liability partnership (which we refer to as our sponsor throughout this prospectus), has committed to purchase an aggregate of 5,666,667 warrants (or 6,266,667 warrants if the underwriters over-allotment option is exercised in full) at a price of $1.50 per warrant ($8,500,000 in the aggregate or $9,400,000 in the aggregate if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each private placement warrant entitles the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as provided herein. Table of Contents Sir Mick Davis has also served as Chairman of Macsteel Group since 2016 and has served as a director on the board of Coronado Global Resources Inc. ( Coronado ) since 2020. Coronado is an ASX-listed mining company focused on the production of metallurgical coal and with a market capitalization of approximately $1.0 billion as of December 31, 2020. He also serves on the boards of Dangote Cement plc and certain private companies with interests in technology, financial technology and cybersecurity. Sir Mick Davis graduated from Rhodes University in South Africa in 1980 with a Bachelor of Commerce (Honors) majoring in Economics and Accounting, and is a Chartered Accountant with the Institutes of Accounting in England and Wales and South Africa. John Raymond. Mr. Raymond, our Chairman, is a Co-Founder and the Chief Executive Officer of The Energy & Minerals Group ( EMG ), a leading diversified natural resources-focused private equity firm. Since its formation in 2006, EMG has raised approximately $11 billion of capital across its five primary funds with an additional approximately $5 billion raised via co-investments, for a total of approximately $16 billion in capital raised, and currently manages 24 portfolio businesses. As of September 30, 2020, EMG had more than $10 billion remaining in Regulatory Assets Under Management, as defined by the Securities and Exchange Commission in the Investment Advisors Act of 1940, as amended. Total distributions to limited partners between fund inception and September 30, 2020 has been approximately $10 billion. EMG s founding thesis was to pursue a strategy aimed at delivering long-term value for investors through the acquisition and/or development of low-cost, long-lived and large-scale assets that produce high quality products vital to the global economy. EMG s focus has been to optimize and further develop and expand such assets with a focus on rigorous cost control and operational efficiency measures. Mr. Raymond has led EMG in connection with multiple noteworthy and successful investments, including: Tallgrass Energy Partners, LP ( Tallgrass ) EMG invested $488 million in Tallgrass in 2012. After its successful IPO in 2015, Tallgrass was acquired in 2019 by Blackstone Infrastructure Partners and other investors for $3.3 billion. Medallion Gathering & Processing, LLC ( Medallion ) in a series of investments from 2011 to 2016, EMG acquired a 51% interest in Medallion for $159 million. In 2017, Medallion was sold to an affiliate of Global Infrastructure Partners ( GIP ) for $1.825 billion plus additional cash consideration linked to GIP s realized profits at exit. MarkWest Liberty Midstream & Resources, LLC ( MarkWest Liberty ) in a series of investments from 2009 to 2011, EMG acquired a 49% interest in MarkWest Liberty for $404 million. In 2011, MarkWest Energy Partners, LP acquired MarkWest Liberty for $1 billion in cash and about $700 million in stock. INR Energy, LLC ( INR Energy ) in 2007, EMG acquired a 49% interest in INR Energy for $92 million. In 2010, Cliffs Natural Resources Inc., one of the largest producers of iron ore in North America, acquired the West Virginia coal operations of INR Energy, resulting in EMG s net proceeds of $316 million. Coronado Global Resources, Inc. ( Coronado Resources ) EMG has invested $1.1 billion in Coronado Resources. In October 2018, Coronado executed a $550 million equity raise in one of Australia s biggest coal IPOs. As of February 2021, EMG owns 55%+ of Coronado Resources at a market capitalization of $1.4 billion ($770 million net to EMG). Table of Contents Our initial shareholders currently hold 8,625,000 Class B ordinary shares (which we refer to as founder shares as further described herein), up to 1,125,000 of which are subject to forfeiture by our sponsor depending on the extent (if any) to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all Class A ordinary shares issued and outstanding upon the completion of this offering, plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination. Prior to our initial business combination, holders of the Class B ordinary shares will have the right to appoint all of our directors and may remove members of the board of directors for any reason in any general meeting held prior to or in connection with the completion of our initial business combination. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to list our units on the New York Stock Exchange (the NYSE ) under the symbol ESM.U on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the Class A ordinary shares and warrants constituting the units to begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ) containing our audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities constituting the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on the NYSE under the symbols ESM and ESM WS, respectively. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 37 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds Before Expenses to Us Per Unit $ 10.00 $ 0.55 $ 9.45 Total $ 300,000,000 $ 16,500,000 $ 283,500,000 (1) Includes $0.35 per unit, or $10,500,000 (or up to $12,075,000 if the underwriters over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon completion of the initial business combination. Does not include certain fees and expenses of the underwriters in connection with this offering we have agreed to pay. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Table of Contents Prior to founding EMG in 2006, Mr. Raymond served in a number of senior executive management roles within the energy sector over a period of 14 years. These roles include his time as Chief Executive Officer of Plains Resources, Inc. ( Plains Resources ), a publicly traded company, from 2002 to 2004. Following the management-led buyout of Plains Resources in 2004, Mr. Raymond served as Chief Executive Officer of the successor entity, Vulcan Energy Corporation, from 2004 to 2005. In addition to his current role as Chief Executive Officer of EMG, Mr. Raymond serves on the boards of 25 companies, including public and private portfolio companies of EMG, as well as several companies not owned by or affiliated with EMG. Mr. Raymond graduated from the A.B. Freeman School of Business at Tulane University in 1992 with a B.S.M. with dual concentrations in Finance and Accounting. John G. Calvert. Mr. Calvert, our Vice Chairman, is a Co-Founder and the President of EMG. In his role as President, Mr. Calvert is, along with Mr. Raymond, responsible for directing EMG s strategic and investment decisions, as well as managing EMG s investment portfolio on a day-to-day basis. Mr. Calvert has 28 years of experience in the natural resources sector. Prior to founding EMG with Mr. Raymond in 2006, Mr. Calvert had a successful 13 year career as an investment banker responsible for initiating, structuring and executing transactions in the mining and natural resources industries. In particular, from 2005 to 2006, Mr. Calvert served as a Managing Director at Deutsche Bank Securities in the Large-Cap investment banking coverage group based in New York, where he provided strategic counsel and transaction execution advice to Deutsche Bank s global mining and metals clients. Prior to joining Deutsche Bank in 2005, Mr. Calvert was a Managing Director and Global Head of Mining Investment Banking at Credit Suisse First Boston, where he had global coverage responsibility for the mining sector. In addition to his role as President of EMG, Mr. Calvert currently serves as a director on the boards of nine portfolio companies of EMG. Mr. Calvert attended the University of Sydney, Australia where he graduated with a Bachelor of Laws degree (First Class Honors) in 1989. Jeffrey A. Ball. Mr. Ball, our Chief Financial Officer, is a Managing Director of EMG, which he joined in October 2007. At EMG, Mr. Ball is one of the senior executives responsible for implementing the firm s strategic and investment activities and managing its investment portfolio. Mr. Ball has over 24 years of experience in the financial and energy sectors, including 14 years in private equity. Prior to joining EMG in October 2007, Mr. Ball had a successful career in the investment banking industry, having been involved in over $40 billion of capital markets and financial advisory transactions. This includes Mr. Ball s time as a senior coverage officer in the Investment Banking Group at Credit Suisse from 2000 to 2007 and Donaldson, Lufkin & Jenrette from 1996 to 2000, where he was responsible for advising companies in the energy and mining sectors. Mr. Ball currently serves as a director on the boards of 12 companies, including Ascent Resources, LLC, Eagle LNG Partners LLC, Nunavut Iron Ore, Inc., Ferus Natural Gas Fuels Inc. and Ferus, Inc. Mr. Ball graduated with Honors from the University of Pennsylvania s Wharton School in 1996 with a B.S. in Economics with dual concentrations in Finance and Accounting. Michael Gamson. Mr. Gamson has more than 30 years of experience in the energy and commodity trading business. He served as Senior Partner/Shareholder and Vice Chairman of the Trading Committee at Vitol Inc. from 1996 to 2010. During that time, Vitol grew into the largest energy trading company in the world, and was ranked the 4th largest privately held company in the world in 2008 by Forbes. Table of Contents Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $300.0 million or $345.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2021. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities. Sole Book-Running Manager Credit Suisse The date of this prospectus is , 2021. Table of Contents Prior to joining Vitol Inc., Mr. Gamson was a partner at Hess Corporation and helped the start-up of their physical and paper trading platform. Mr. Gamson also managed the clean products trading business at Phillip Brothers Inc. from 1986 to 1990. Mr. Gamson currently sits on the Board of Trustees of Yeshiva University and serves as a Trustee of The Washington Institute for Near East Studies. Mr. Gamson also serves as a Trustee of Yes Prep, a public charter school in Houston Texas educating over 15,000 at risk youth. Mr. Gamson graduated from the University of Southern California Marshall School of Business and received an Honorary Doctorate from Yeshiva University in 2014. Joseph Norville. Mr. Norville is a former Partner at KPMG. He has more than 35 years of experience in tax planning, reporting and structuring of transactions for public and privately held clients. Mr. Norville served as the Dallas/Denver Business Unit Partner in Charge for Tax for more than ten years and six years as KPMG s West Region Managing Partner for Tax. In this role, he was responsible for approximately 50% of the U.S. business operations for KPMG s tax practice. Mr. Norville has participated in over 100 audit committee meetings, helping the audit committees of many public companies understand tax risks and emerging tax laws. He has also addressed tax issues for numerous clients pursuing initial public offerings. Mr. Norville is a past Chairman of the Board for the Dallas Children s Advocacy Center and of the Childcare Group of Dallas. He has also served on the Board of the Texas 4H Foundation, Family Gateway and the Advisory Board for Baylor s Accounting Program. Mr. Norville graduated from the University of Tennessee at Martin in 1981 with a B.S. in Accounting and graduated from Baylor University s Hankamer School of Business with a Masters of Tax. He is a Certified Public Accountant in Texas. Brett A. Olsher. Mr. Olsher is the Founder and Managing Partner of OLEX., a global consulting and impact investment firm focusing on the natural resources and industrial sectors, with a specific commitment to sustainability. Mr. Olsher had an 18 year career as an investment banker. He was a Partner at Goldman Sachs, serving as chairman of the Global Natural Resources Group at Goldman Sachs until 2019. In this role, Mr. Olsher advised on approximately $410 billion of mergers and acquisitions transactions as well as approximately $124 billion of financings. Notable transactions that Mr. Olsher advised on include the merger of BHP and Billiton and Xstrata s acquisition of Falconbridge. Before his career in investment banking, Mr. Olsher spent 10 years as President of Olsher Metals Corporation, a global commodities trading, processing and logistics firm. From 1983 to 1986, he was a member of the professional staff at Price Waterhouse, where he qualified as a CPA. Mr. Olsher is currently a Senior Advisor to Trafigura and a Member of the Board of Directors of CRU International. He earned a Master s Degree in International Economics and Politics from Columbia University s Graduate School of International and Public Affairs and has a Bachelor s Degree in Business Administration from the University of Massachusetts. John Carr. Mr. Carr has over 30 years of experience in the natural resources sector focused in the trading of commodities, He headed Arcadia Petroleum s crude oil futures and forwards business and the Atlantic Basin crude oil marketing team until 1999. Mr. Carr also built and led commodities trading teams for Salomon Brothers energy trading subsidiary Phibro Energy. Table of Contents In 1999, Mr. Carr founded Gulf Petroleum International Limited (GPIL), a broking and consulting business based in Dublin, Ireland. In 2014, GPIL founded its investment and consulting vehicle, Clonsilla Capital Limited, to invest in Real Estate Assets in the Irish Market. Through Clonsilla Capital Limited, Mr. Carr also co-founded two technology companies. Mr. Carr is currently on the Board of Advantek Corp LLC, a data solution company, and the Advisory Board of Amherst Capital, a real estate investment specialist. Mr. Carr graduated from St Pauls College in Dublin, Ireland. With respect to the foregoing experiences of our leadership team, past performance by our leadership team, EMG and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business combination or (2) of success with respect to any business combination we may consummate. You should not rely on the historical record of our leadership team or their affiliates or any related investment s performance as indicative of our future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. None of the members of our leadership team have any experience working with any blank check companies or special purpose acquisition companies. For more information on the experience and background of our leadership team, see the section entitled Our Leadership Team. Market Opportunity The growing impact of climate change has created an ever-increasing sense of urgency among governments, corporations and communities to reduce global carbon emissions, which are reflected in the 2016 Paris Agreement. We believe that government regulation and global consensus around the need to reduce CO2 emissions will necessitate wide-ranging changes in the generation, storage and use of energy, which has the potential to result in structural changes to many segments of the global economy. We believe demand for the key raw materials and commodities that will enable this shift to a low carbon economy is set to increase dramatically. As an example, the World Bank expects that new energy technologies will result in meaningful demand growth over the next three decades for key base metals, including aluminum (+9%), copper (+7%) and nickel (+99%). In addition, the World Bank has estimated global demand for certain key inputs in electric vehicle ( EV ) batteries will increase dramatically over the next three decades, including graphite (+494%), lithium (+488%) and cobalt (+460%).* We believe a rapid increase in expected demand for these key raw materials and commodities can create highly attractive economic opportunities because the supply of many of these products tends to be inelastic and mining majors have broadly curtailed capital investment since 2012. In particular, the mining and other processes required to turn these raw materials and commodities into usable form can be highly capital intensive and involve long lead-times for permitting and development. For example, new mining projects can take 10 or more years from identification of a resource to commission. As such, we believe many of these key raw materials and commodities are well-positioned to benefit from the favorable price dynamics that often accompany structural supply-deficit scenarios. We see a particularly attractive set of opportunities with regards to many key raw materials and commodities that benefit directly from the shift away from fossil fuels. Some examples include: Copper, which is a key input in solar thermal technologies and is expected to play a key role in reducing energy consumption and CO2 emissions in a number of industrial processes. * Figures shown are the expected demand from energy technologies by 2050 as a percentage of 2018 production. Table of Contents Vanadium, which is the basis of the vanadium redox large-scale storage battery. Aluminum, cobalt, lithium, manganese and nickel, which are used in the cathode and graphite which is the core component of the anode of EV batteries. Platinum group metals (platinum, palladium and rhodium), which are key inputs into certain hydrogen fuel cell technologies. Rare earth metals, which are of critical importance to the production of magnets in wind turbines. Gallium, germanium, indium and tellurium, which are key components in solar panels. We also see an attractive set of opportunities with regards to key raw materials and commodities that can help companies reduce their carbon emissions footprint in producing goods. Some examples include: Vehicle lightweighting, which may increase demand for aluminum, particularly green aluminum made using renewable energy, as well as demand for high grade steel, which is produced, in part, with specialty metals such as vanadium. Carbon friendly steel production, which may rely increasingly on higher grade inputs, such as high-grade iron ore, as well as the use of green hydrogen technologies in place of coke (which is derived from metallurgical coal). Business Strategy Our strategy is to identify and complete our initial business combination with a target that can benefit from the significant strategic, operational and transactional experience of our leadership team. In particular, we believe that our leadership team is well positioned to identify attractive business combination opportunities in industries related to advancing a low carbon economy and which provide an opportunity for transformational growth. We seek to add value to society and to the communities in which our businesses operate while minimizing negative environmental and social impact. We strive to achieve standards that are consistent with international best practices in the resources sector, while at the same time developing practices which are intended to maximize positive contributions for all of our stakeholders, including investors, employees, customers and impacted communities. Together, Sir Mick Davis and EMG have a strong support team and an extensive network of relationships with management teams of public and private companies, private equity firms and venture capital sponsors, other public investors, investment bankers and lenders across multiple sectors, including but not limited to the mining and natural resources sectors. We believe that our extensive network of relationships will enable us to examine a broad range of acquisition opportunities and, thereby increase the likelihood of finding a target that will lead to shareholder value creation. Upon completion of this offering, our leadership team will communicate with their networks of relationships to articulate the parameters for our search for a target and begin the process of pursuing and reviewing potentially interesting leads. Business Combination Criteria We intend to employ a proactive acquisition strategy focused on high quality businesses at attractive valuations, with potential for operational improvement. We will aim to drive value for shareholders by acquiring businesses whose products have compelling supply and demand dynamics, with a particular focus on exposure to global de-carbonization trends, and where we can deliver operational improvements to increase efficiency. Table of Contents We have identified the following criteria that we believe are important in evaluating prospective target businesses. We intend to seek to acquire businesses that we believe: will offer an attractive, risk-adjusted return on investment for our shareholders; exhibit value that has not been fully understood by the marketplace; operate in industries in which our leadership team have technical, strategic and operational expertise to impart significant value; are positioned to take advantage of paradigm shifts created by the global transition towards a low carbon economy; are positioned to experience growth in cash flow post-acquisition; are prepared to be public companies and will benefit from having a public currency in order to enhance their ability to pursue accretive acquisitions, high-return capital projects, and/or strengthen their balance sheet: and are business-friendly jurisdictions with clear regulatory and fiscal regimes. While these criteria will be used in evaluating business combination opportunities, we may decide to enter into a business combination with a target business or businesses that do not meet these proposed criteria. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines, as well as other considerations, factors and criteria that our management may deem relevant. If we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender-offer documents or proxy solicitation materials that we would file with the Securities and Exchange Commission, or SEC. Our Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. Our search for a business combination, ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected the recent COVID-19 outbreak. See Risk Factors Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak and the status of debt and equity markets. We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm or from an independent accounting firm that such initial business combination is fair to our company from a financial point of view. Each of our sponsor, directors and officers will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Table of Contents We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties will materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. Initial Business Combination The rules of the NYSE require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target business or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. Table of Contents We will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Other Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non- affiliates equals or exceeds $700 million as of the end of the prior fiscal year s second quarter and (2) the date on which we have issued more than $1.00 billion in nonconvertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. Table of Contents We are a Cayman Islands exempted company incorporated on January 13, 2021. Our executive offices are located at 2229 San Felipe, Suite 1300, Houston, TX 77019 and our telephone number is (713) 579-5000. Upon completion of this offering, our corporate website address will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001841867_aries-i_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001841867_aries-i_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..17da5749add318aca34cb4e79cc3a0934c21d4d5
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001841867_aries-i_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: anchor investors are to certain qualified institutional buyers or institutional accredited investors, each of which is a member of our sponsor and has expressed to us an interest to purchase up to 1,250,000 units in this offering as further described herein; memorandum and articles of association are to our memorandum and articles of association to be in effect as of the date of this prospectus; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; Companies Act refers to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; directors are to our current directors and director nominees; forward purchase agreement are to the agreement providing for the sale of the forward purchase shares to Terra Carta Partners, LLC in a private placement to occur concurrently with the closing of our initial business combination; forward purchase investor are to Terra Carta Partners, LLC, which will enter into the forward purchase agreement; forward purchase shares are to Class A ordinary shares to be issued pursuant to the forward purchase agreement; founder shares are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; initial shareholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; sponsor are to Aries Acquisition Partners, Ltd., a Cayman Islands exempted company; and we, us, company or our company are to Aries I Acquisition Corporation, a Cayman Islands exempted company. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture of 468,750 founder shares by our initial shareholders for no consideration. General We are a newly incorporated blank check company, incorporated as a Cayman Islands exempted company, incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MAY 11, 2021 PRELIMINARY PROSPECTUS $125,000,000 Aries I Acquisition Corporation 12,500,000 Units Aries I Acquisition Corporation is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering, and will expire five years after the date on which they first become effective or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 1,875,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 12 months (or up to 18 months from the consummation of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Aries Acquisition Partners Ltd., has committed to purchase an aggregate of 4,175,000 private placement warrants (or 4,456,250 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $4,175,000 in the aggregate (or $4,456,250 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Up to 11 qualified institutional buyers or institutional accredited investors, which are not affiliated with any member of our management and which we refer to as the anchor investors, have expressed to us an interest to purchase up to 1,250,000 units each in this offering and we have agreed to direct the underwriters to sell to the anchor investors such number of units. There can be no assurance that the anchor investors will acquire any units in this offering, or as to the amount of such units the anchor investors will retain, if any, prior to or upon the consummation of our initial business combination. For a discussion of certain additional arrangements with our anchor investors, see Summary The Offering Expressions of Interest. Our initial shareholders currently own an aggregate of 3,593,750 Class B ordinary shares (up to 468,750 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Prior to the consummation of this offering, we will enter into a forward purchase agreement with Terra Carta Partners, LLC ( Terra Carta Partners ), which is affiliated with our sponsor, pursuant to which Terra Carta Partners has agreed to purchase up to $50,000,000 of forward purchase shares. Each forward purchase share will consist of one Class A ordinary share, and will be sold at a purchase price of $10.00 per share in a private placement concurrently with the closing of our initial business combination. The obligations of Terra Carta Partners under the forward purchase agreement do not depend on whether any Class A ordinary shares held by public shareholders are redeemed by us and the amount of forward purchase shares sold pursuant to the forward purchase agreement will be subject to Terra Carta Partners sole discretion. The forward purchase shares will generally be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will be entitled to certain registration rights, as described herein. Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on the Nasdaq Stock Market, or Nasdaq, under the symbol RAMMU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Wells Fargo Securities, LLC and Kingswood Capital Markets, as representatives of the underwriters, inform us of their decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols RAM and RAMMW, respectively We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 39 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 125,000,000 Underwriting discounts and commissions(1) $ 0.65 $ 8,125,000 Proceeds, before expenses, to us $ 9.35 $ 116,875,000 (1) $0.20 per unit, or $2,500,000 in the aggregate (or $2,875,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.45 per unit, or $5,625,000 in the aggregate (or up to $6,468,750 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. Up to $2,500,000 (or $2,875,000 if the underwriters over-allotment option is exercised in full) of the total amount of the deferred underwriting commissions may be re-allocated among the underwriters or paid to other FINRA members that assist us in identifying or consummating our initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $126,250,000, or $145,187,500 if the underwriters over-allotment option is exercised in full ($10.10 per unit in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee and JP Morgan Chase Bank, N.A. as investment manager, after deducting $2,500,000 in underwriting discounts and commissions payable upon the closing of this offering (or $2,875,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2.3 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Joint Book-running Managers Wells Fargo Securities Kingswood Capital Markets division of Benchmark Investments, Inc. ,2021 TABLE OF CONTENTS TRADEMARKS This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. TABLE OF CONTENTS purchase, reorganization, or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination with a company in any industry or geography, we intend to focus our search on opportunities in certain highly specialized fields within the technology sector across North America, Europe and Asia. Overview The Company plans to take a differentiated approach compared to the recent plethora of special purpose acquisition company ( SPAC ) issuances by focusing its initial business combination search on the following industry segments: Aerospace, satellites, and space exploration; Quantum computing and chemistry; Artificial intelligence ( AI ) and machine learning ( ML ); Cybersecurity; and Blockchain and digital currencies. We will not be limited to any particular industry, sector or geographic region in our identification and acquisition of a business combination target. However, we believe that we have created a significant competitive advantage compared to other SPACs that have chosen to pursue potential business combinations with a much wider targeted mandate. With nearly 300 active SPACs as of January 31, 2021 still searching for a business combination, target companies have never had more choices nor do they necessarily know which SPACs to approach. By assembling a management team and board of directors with highly successful operating and investing track records in the industries we seek to pursue, we believe that we will be the preferred SPAC partner for the highest quality assets within our focus areas. In addition, our management team and board of directors have vast experience both investing in and leading various organizations, both public and private, and domestic and international government agencies. This experience base affords us the opportunity to leverage our robust network of contacts to execute our focused strategy across the globe. We also intend to concentrate our efforts on identifying businesses with enterprise values less than $1.25 billion. We believe that this segment of the market is underserved and has greater valuation arbitrage opportunities and more favorable competitive dynamics compared to many SPACs that are targeting assets with enterprise values greater than $2 billion. In 2020, the average SPAC initial public offering ( IPO ) raised gross proceeds of $336 million. Raising less capital in our IPO will enable us to offer target companies at our preferred valuation range a more compelling transaction structure versus larger SPACs that may be seeking a similar asset. In addition, we can maintain a higher degree of agility and flexibility should we choose to pursue a business with an enterprise value greater than $1.25 billion by leveraging our public stock as additional currency for the merger consideration. We believe we have the right team, strategy and market opportunity to identify, acquire and manage a best-in-class business with the ultimate mandate of delivering an attractive return to all stakeholders. We believe our ability to complete our initial business combination will be enhanced by the additional security we bring by entering into a forward purchase agreement with the forward purchase investor pursuant to which the forward purchase investor will agree to purchase, in the aggregate and at its sole discretion, up to $50,000,000 of forward purchase shares. Management and Board Our team is comprised of highly successful investors and operators who, collectively, have a proven track record of identifying and capitalizing on emerging technological trends. While this positions us well to source and acquire potential targets, we also expect to deliver significant value to the target company s management team post-acquisition by sharing our unique experiences and network in order to support continued growth and value creation opportunities. TABLE OF CONTENTS MARKET AND INDUSTRY DATA This prospectus includes certain market and industry data that are based on third-party sources, including publicly available information, industry publications and reports. Third-party industry publications and forecasts generally state that the information contained therein has been obtained from sources generally believed to be reliable. We have not independently verified any third-party information. Industry and market data could be inaccurate because of the method by which sources obtained their data and because information cannot be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Such data and estimates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in Risk Factors. These and other factors could cause future performance to differ materially from such data and estimates. See Cautionary Note Regarding Forward-Looking Statements. TABLE OF CONTENTS Thane Ritchie, Chairman Mr. Ritchie has extensive experience in both public and private markets in all phases of company growth including seed capital, growth capital, secondary markets, mergers and acquisitions ( M&A ), trade sales and public exits. Mr. Ritchie has participated in early stage / venture funding and investing in the pre-IPO stages of companies such as Facebook, Cambridge Quantum Computing, Twitter, eHarmony, Spotify, Pinterest, and StubHub. He also has provided private capital solutions to Fortune 100 companies like Shell Oil and Allstate. Mr. Ritchie has significant experience in vetting companies for potential acquisitions and has developed several innovative funding models. He has over a decade of experience in the SPAC marketplace specifically in private investment in public equity ( PIPE ) transactions, warrants and the de-SPAC process. Mr. Ritchie has served on multiple private company boards and currently is CEO and sits on the board of Global Investment Capital Corp (TSX: GLIN). Mr. Ritchie attended both Fullerton College and Duke University and graduated with a B.A. from Wheaton College. Randy Brinkley, Chief Executive Officer and Director Nominee Mr. Brinkley established Brinkley & Associates Company as a private investment and aerospace consulting firm in August 2004. Mr. Brinkley is also a limited partner and member of the Operational Executive Board for J.F. Lehman Company LLC, a private defense and aerospace equity investment firm. Mr. Brinkley is also a member of the U.S. Space Board of Directors. Mr. Brinkley was formerly President of Boeing Satellite Systems Inc. ( BSS ), the world s largest manufacturer of commercial communication satellites. Prior to that, he was the Senior Vice President of Programs for Hughes Space and Communications Company. Mr. Brinkley was the NASA Program Manager for the International Space Station ( ISS ) from 1994 until 1999. At NASA, Mr. Brinkley was responsible for the design, development, test, launching, and on-orbit assembly of the ISS elements as well as the integration of Russia s participation in the ISS Program. Before his assignment as Program Manager for the ISS, Mr. Brinkley was the Mission Director of the Hubble Space Telescope Repair Mission. From 1990 to 1992, Mr. Brinkley managed research and development activities for Advanced Aircraft systems and technologies at the McDonnell Douglas Aircraft Company. Mr. Brinkley served in the U.S. Marine Corps for 25 years before retiring as a Colonel. As a company commander, Mr. Brinkley led combat operations in the Republic of Vietnam before entering the U.S. Air Force pilot training program. After being designated a Naval Aviator, Mr. Brinkley was selected as the Navy s Flight instructor of the Year and later earned the designation of Marine Corps Aviator of the Year in 1976. Mr. Brinkley has flown more than 4,000 hours in 42 types of aircraft, which include the F-18 Hornet, AV-8B Harrier, and the F-4 Phantom. As a Marine Aviator, Mr. Brinkley commanded a F-4 fighter squadron as well as the prestigious Marine Aviation Weapons and Tactics Squadron and later an air group of seven F-18 squadrons. Mr. Brinkley received his B.S. degree from the University of North Carolina and a M.S. degree from Boston University and graduate level studies in strategic defense and international relations at the Naval War College. Mr. Brinkley also graduated the Marine Corps School of Engineering and, as a Marine Corp Aviator, he graduated from the Navy Fighter Weapons School (TOPGUN). He also graduated from the Marine Corp Amphibious Warfare School and NATO Defense College. In addition, Mr. Brinkley also was a Strategic Studies Fellow at the Naval War College. Mr. Brinkley has received awards for his outstanding achievement in aerospace, including the NASA Distinguished Service Medal and two NASA Outstanding Leadership Medals. Mr. Brinkley was also awarded the 1993 Aviation Week and Space Technology Laurels Award, the National Aviation Association s Robert J. Collier Trophy in 1993 for his efforts as Mission Director of the Hubble Telescope Repair Mission. He was subsequently inducted into the Smithsonian s Aviation Hall of Fame for his efforts as Program Manager of NASA s International Space Station. Mr. Brinkley has also received the Space Achievement Award from the U.S. Space Foundation and the Nelson P. Jackson Aerospace Award from the National Space Club. Mr. Brinkley was also awarded his second Robert J. Collier Trophy as a member of the ISS program team for NASA. TABLE OF CONTENTS Paul Wolfe, Chief Operating Officer Mr. Wolfe has deep experience in both public and private markets and in all phases of company growth including seed capital, growth capital, secondary markets, M&A, trade sales, PIPE transactions, warrants, and public exits. As a Principal for over a decade at Ritchie Capital Management, a global multi-strategy alternative investment platform, Mr. Wolfe managed its private equity / venture capital, real estate, energy, and insurance teams. Additionally, Mr. Wolfe is the former COO of Mission Measurement, a leading strategy advisory firm recognized globally for its leadership in the design, measurement, and evaluation of the investments of corporations, foundations, and governments targeting a social impact. Mr. Wolfe also worked at GE Capital, where he served as Deal Manager for several GE investments in telecommunications in Latin America and Europe. Post-transaction service included appointment as Board Director and the Integration Manager (Interim COO) for several GE investments in the region. At Bain & Company, Mr. Wolfe served as a strategy consultant in the U.S. and Brazil. He holds a B.A. from Williams College and a M.B.A. from the University of Chicago Booth School of Business. Andy Lester, Chief Risk Officer Mr. Lester has over 40 years of experience building and managing businesses and both training and hiring the individuals within the business units. His background is diverse having started in public accounting, working as an analyst then a manager for Fortune 500 companies before moving to Wall Street. He, along with his brother, built a 10 person team at Donaldson, Lufkin & Jenrette ( DLJ ) that specialized in providing research coverage to hedge funds, family offices, and managing retail capital for 17 years. After DLJ was sold to Credit Suisse, their team moved to ABN-AMRO where he was Managing Director and Co-Head of Hedge Fund sales and research. After, he was COO of Sigma Capital, a division of SAC Capital Advisors and later a Portfolio Manager at the firm, responsible for investing in syndicate deals globally. He was COO of Convector Capital and Co-founder of two hedge funds. He was Co-Head Origination & Investments at ShareNett. He earned a B.S. in Accounting from Brooklyn College, a M.B.A. from the State University of New York at Albany and is a certified public accountant ( CPA ) in New York State. Josh Lewis, Chief Information Officer Mr. Lewis has 25 years of experience evaluating, implementing, designing and building software, data analytics, and machine learning systems for leading organizations in several industries around the world, including financial services, health care, oil and gas, natural resources, utilities, government, and construction. As CEO of Level49, a consulting group, he advises investment funds on software, AI, and analytics companies, testifies as an expert witness in technology litigation, and provides technology services. He also teaches graduate students at the Center for Technology Management at Columbia University, where he is a mentor. Prior to Level49, he was the Chief Technology Officer ( CTO ) at Enstoa, a global technology consulting firm serving the capital projects industry. Responsible for technology strategy, product development and project delivery, he led the firm s growth from its inception to become a leading technical integrator in its space. Previously, he led data engineering and analytics at Davidson Kempner Capital Management, an alternative asset management firm, and drove technology initiatives at CIBC World Markets, a global investment bank. Mr. Lewis received a B.A. in Psychology from UC San Diego, where he did graduate work with pioneering researchers in artificial intelligence building neural network models of language acquisition and processing. He also graduated from the global executive M.B.A. program at Columbia Business School and London Business School. Nathan Smith, Chief Financial Officer Mr. Smith brings extensive leadership experience in operations, fund management, financial analysis, and strategic consulting across a number of industries. TABLE OF CONTENTS Mr. Smith serves as the Managing Director and CFO of 60 Degrees, a provider of strategic financial capital and human resources to alternative investment funds, family offices, and their underlying portfolio companies. 60 Degrees Group has operations in the United States, Cayman Islands, Canada and Malta. Mr. Smith serves on the board of a number of the portfolio companies, both public and private, including those specializing in technology, real estate and financial sectors. Mr. Smith also runs a successful real estate development operation specializing in residential and multi-use sites within the Cayman Islands and midwestern United States. Prior to 60 Degrees Group, Mr. Smith was the Managing Director of a private fiduciary company providing independent directorships and trustee services to alternative investment funds and portfolio companies. He was also the Senior Vice President of a privately held, full-service bank overseeing analysis and allocation. Prior to his time at the private bank, Mr. Smith was a manager with PricewaterhouseCoopers, focusing on providing strategic services to alternative investment funds. He also spent four years as an Active Duty Airman in the United States Air Force where he specialized in deploying information technology in forward locations and intrusion detection / penetration testing. Mr. Smith is involved with several charitable organizations, notably serving on the board of the Cayman Islands chapter of 100 Men Who Give a Damn. Mr. Smith is a licensed CPA in the State of New Jersey, holds the TEP designation from the Society of Trust and Estate Professionals and received an M.B.A. in Finance from Monmouth University. Ken Rosenblum, General Counsel and Secretary Mr. Rosenblum has been our General Counsel and Secretary since January 2021. Mr. Rosenblum is a New York City-based corporate and securities attorney with over 25 years of broad experience in mergers and acquisitions, debt and equity capital markets, senior lending, venture capital, private equity, private investment funds and SEC regulatory and compliance matters. Mr. Rosenblum currently advises a family office on their venture capital and private equity investments. Previously, he served as the General Counsel of Ritchie Capital Management, a global multi-strategy alternative investment platform, and was a partner at Sonnenschein in New York City, where he advised public and private companies and completed transactions in numerous industries including media, telecom, technology, energy, healthcare and insurance. Mr. Rosenblum began his legal career as a corporate lawyer at the New York and London offices of Weil Gotshal & Manges LLP and Fried, Frank, Harris, Shriver & Jacobson LLP. He has also worked in Silicon Valley representing tech and biotech start-up companies. Mr. Rosenblum is licensed to practice law in the State of New York. Mr. Rosenblum received a B.A. from Lehigh University and a J.D. from Fordham University School of Law. He is an active supporter of several local institutions and organizations, including The Horace Mann School. The following Director nominees will join the board upon closing of this offering. Petros Kitsos, Director Nominee Mr. Kitsos is currently the Managing Principal of TBL Strategy, a strategic advisory firm, and Co-Founder and Principal of The KT Family Trust, a private investment trust. Mr. Kitsos is widely acknowledged as one of the pre-eminent strategy and merger experts in the aerospace, alternative energy, and diversified industrial sectors and his advisory and transactional involvement has contributed to the significant and successful growth of a variety of companies in those sectors in the past thirty years. Mr. Kitsos enjoyed a distinguished 16-year career in investment banking with Citigroup, Salomon Smith Barney, and Salomon Brothers where, among other responsibilities, he served as Head of the Global Defense & Aerospace Group, Head of Western Region Mergers & Acquisitions, and Co-Head of the Los Angeles office. The KT Family Trust is a private investment entity that undertakes minority investments in businesses focused on industrial manufacturing and energy independence. TBL Strategy provides strategic advisory services to C-level executives across a broad array of industries since its establishment 13 years ago. TABLE OF CONTENTS Mr. Kitsos presently serves as Independent Director of Sonnedix Power Holdings Ltd. and NGFCU, a federally chartered credit union. In addition, Mr. Kitsos served as Alumni Trustee of Hamilton College from 2004 to 2008 and as Alumnus Trustee of Anatolia High School from 1999 to 2003. He also served from 2006 until 2011 as Director and chair of the Compensation Committee of a public company in which the Trust was a significant investor. He has also served on the Boards of multiple private companies in which the Trust or an affiliate was, or continues to be, an investor. Mr. Kitsos involvement in the space access and exploration industry spans more than twenty-five years with projects and investments in the following companies and / or transactions: Galaxy Latin America, Kistler Aerospace, Hughes Aircraft Company, Boeing / Hughes Space, DirecTV, Rocketplane, Resource21, ULA, GenCorp / Aerojet / ARC, Spacehab/Astrotech, Northrop Grumman / TRW, ATK / Thiokol / Orbital Sciences, Scaled Composites, PR Spaceport, Jacobs, URS/EG&G, Wyle Labs and Aerojet Rocketdyne, as well as several emerging space exploration companies under NDAs. Mr. Kitsos is a Phi Beta Kappa graduate of Hamilton College (1988), and holds an M.B.A. with honors from Harvard Business School (1992). He also attended St. Antony s College, Oxford. Dan Tapiero, Director Nominee Mr. Tapiero is currently the CEO and Managing Partner of 10T Holdings, a fund that he is launching that will own private equity of mid-to late-stage companies operating in the digital asset ecosystem. He is also the Managing Partner of DTAP Capital Advisors, a global macro investment fund he launched in 2004 that currently holds his personal investments. He is the Co-Founder and current board member of Gold Bullion International ( GBI ) (2009), an institutional-grade physical precious metals platform that is integrated with the world s top wealth managers, custodians, and e-commerce companies. The company has grown to become a large vaulter of gold outside of the banking system. The firm also expanded into the cryptocurrency universe in 2014. Mr. Tapiero was also a co-founder (in 2006) along with Stan Druckenmiller and Goldman Sachs of the Agricultural Company of America ( AGCoA ), one of the largest private farmland REITs in the United States. In his 28-year career, Mr. Tapiero has worked as a Global Macro Portfolio Manager and Analyst with a number of well-known investors, such as Stan Druckenmiller (Duquesne Capital), Michael Steinhardt (Steinhardt Capital), Julian Robertson (Tiger Management), Steve Cohen (SAC Capital), and Lord Rothschild (RIT Capital). Mr. Tapiero graduated Phi Beta Kappa from Brown University, where he also earned his master s degree in European History. He has been on the board of trustees of the Lawrenceville School for the past 11 years and currently chairs the investment committee. Ray Conley, Director Nominee Mr. Conley is the CEO of Benetic Inc., a financial services technology company serving the retirement market. Over the past 25 years, Mr. Conley has led technology companies across multiple industry sectors including financial services, enterprise software, and aerospace. Previously, Mr. Conley led a specialty finance firm, Finance Technology Leverage LLC and Creekstone Capital Management, a registered investment advisor. Prior to Creekstone, Mr. Conley was a fund manager at Palo Alto Investors and a private equity and venture capital partner at Oak Hill Capital. He has led over two dozen venture capital and leveraged buyout investments creating over $6 billion in market value, including Financial Engines (NASDAQ: FNGN), Telephia (NASDAQ: NLSN), and Limelight Networks (NASDAQ: LLNW). Mr. Conley began his career as a satellite propulsion engineer at Hughes Aircraft Company and later joined McKinsey & Company. Mr. Conley currently serves on the board of directors of Reciprocity, Inc., the leading software provider of governance, risk, and compliance for information security. Ray received his B.S. and M.S. in Aerospace Engineering with a concentration in Economics from Massachusetts Institute of Technology. He is the inventor of the air-breathing ion rocket engine and has published research on the cause of aortic aneurysms. TABLE OF CONTENTS Ray is a member of the Honorable Order of Kentucky Colonels and is a holder of the right to use the Chartered Financial Analyst designation. Dr. Mark Mykityshyn, Director Nominee Dr. Mykityshyn is the CEO and Managing Partner of Endeavor Technology Group, LLC, a private investment firm that provides flexible capital solutions and strategic support for middle-market, technology-centric businesses in the aerospace, defense, and cybersecurity sectors. Dr. Mykityshyn possesses a unique background derived from his experience and demonstrated performance over the past 30 years in building and leading diverse teams in the military, academia, and business. Prior to Endeavor, he co-founded and managed three companies, including two investment firms. At the nexus of his experience base is an expansive understanding of technology and the unique ability to make substantive intellectual contributions while applying that knowledge to investment finance. His knowledge of aerospace-related network architectures and complex dynamic systems led to investment focus areas as a two-time fund manager that included cybersecurity, sensor / data analytics, command and control technologies, and intelligence, surveillance, reconnaissance-related technologies. He also worked with NASA on the design of a multifunction electronic display system that was implemented into the Space Shuttle fleet. In his various roles, he has served as Managing Partner, CEO, Chairman, Co-Chairman, and Executive Chairman, developing and executing strategies to help orchestrate substantive exits for multiple companies. Among others, he: co-founded Backwire, Inc., that sold to Leap Wireless International (NASDAQ: LWIN); co-wrote the business plan for the company that became WebMD (NASDAQ: WBMD); was on the pre-finance team and investor #4 in Endeca Technologies, Inc., a $1 billion+ sale to Oracle Corporation (NASDAQ: ORCL); helped lead the growth of DataPath, Inc. as Co-Chairman to over 500 employees and a $300 million revenue run rate within 20 months, resulting in the institutional IPO of the company. Dr. Mykityshyn served in the military as a Marine Corps officer and Naval Aviator. His civilian participation in national security affairs includes serving as the Chairman of the U.S. Army War College Board of Visitors, and as a member of or advisor to the Naval Research Advisory Committee, the Defense Science Board, the Air Force Scientific Advisory Board, and NASA s Advisory Council. He is currently a Senior Fellow in the Center for Business and Public Policy at Georgetown University. He is also a member of The George Washington University s Research Advisory Board, and a member of the National Advisory Council for its School of Engineering and Applied Sciences. A graduate of the U.S. Naval Academy, he earned his Doctorate in Systems Engineering, minor in Aerospace Engineering, from the Georgia Institute of Technology. He also earned a Master s degree from the Science, Technology & Public Policy Program at Harvard s Kennedy School of Government, and the degrees of Engineer of and Master of Science in Aeronautics and Astronautics from the Massachusetts Institute of Technology. Dan Webb, Director Nominee Dan Webb is a trial attorney and co-executive chairman of Winston & Strawn LLP. Prior to joining the firm in 1985, Mr. Webb served as the U.S. Attorney for the Northern District of Illinois. His practice concentrates in the areas of major commercial, civil, regulatory and white-collar criminal cases. Mr. Webb has been appointed by courts to act as a Special Prosecutor or in a similar capacity on five occasions. Mr. Webb has received numerous awards and recognitions, including BTI Client Service All-Star in 2017, and he was a 2010 recipient of the Inns of Court Professionalism Award. Mr. Webb is a Fellow of the American College of Trial Lawyers and the International Academy of Trial Lawyers. Mr. Webb previously served on the board of directors from Equal Justice Works from 2011 to 2017 and in 2008 he chaired the Chicago Bar Association s Campaign for Justice. Mr. Webb is also on the board of directors of The Shirley Ryan Rehabilitation Institute since 2018. Mr. Webb earned his JD from Loyola University, Chicago. Our Forward Purchase Agreement We believe our ability to complete our initial business combination will be enhanced by the additional security we bring by entering into a forward purchase agreement with the forward purchase investor pursuant TABLE OF CONTENTS to which the forward purchase investor will agree to purchase, in the aggregate, up to $50,000,000 of forward purchase shares. Each forward purchase share will consist of one Class A ordinary share and will be sold at a purchase price of $10.00 per share, in a private placement concurrently with the closing of our initial business combination. The amount of forward purchase shares sold pursuant to the forward purchase agreement will be subject to the forward purchase investor s sole discretion. The forward purchase shares will generally be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will be entitled to certain registration rights, as described herein. We believe our committed capital ensures alignment with shareholders and will make us more attractive to a potential business combination target. Business Strategy We have assembled a highly specialized team of managers, operators, investors and advisors with deep public and private company experience in our sector focus areas which, we believe, uniquely positions us to attract the highest quality assets in those market sectors. Our business strategy entails the identification and completion of an initial business combination with a company that stands to benefit substantially from the managerial and operational experience, past successes, vast network and global reach of our management team and board of directors. Our Chairman and founder, Thane Ritchie, is a renowned financial industry veteran and serial entrepreneur with broad experience as a founder, investor and operator of companies of all sizes. As both an investor and operator, Mr. Ritchie possesses a vast network of relationships that provides him access to first look opportunities in both the public and private markets. Mr. Ritchie also has significant experience in vetting companies for potential M&A opportunities. He has developed several innovative funding models and has more than a decade of experience in the SPAC marketplace with a specific focus in PIPE transactions and the de-SPAC process. Our strategy revolves around seeking targets in the following sectors: Aerospace, satellites and space exploration; Quantum computing and chemistry; Artificial intelligence and machine learning; Cybersecurity; and Blockchain and digital currencies. The global space economy is projected to grow from ~$360 billion today to more than $1 trillion by 2040 as the industry expands to meet growing demand from customers looking for internet bandwidth, national security, research, hypersonic point-to-point transport, and deep space exploration solutions. The global quantum cryptography industry is projected to grow from ~$0.4 billion in 2020 to ~$16 billion by 2030, representing a ~45% compounded annual growth rate ( CAGR ) driven by rising demand for information security and quantum supremacy. In the near term, the global machine learning market is projected to grow from ~$5.2 billion in 2021 to ~$13.9 billion by 2024, representing a CAGR of ~28% as enterprise investments in upgrading IT infrastructure and an increasing adoption of advanced technologies occur at an accelerated pace. Furthermore, the global cybersecurity market is projected to grow from $173 billion in 2020 to $270 billion by 2026, representing a CAGR of ~8% as work from home environment security concerns lead to additional cybersecurity spending on solutions including end-point security, firewalls, virtual private networks, and multi-factor authentication. The global blockchain technology market is projected to grow from ~$2.5 billion in 2020 to ~$10.7 billion by 2024, representing a CAGR of ~44% as increased adoption from consumers in the banking, financial services, insurance, government and healthcare sectors occurs. These industries tend to be highly technical in nature and require certain levels of sophisticated knowledge in order to effectuate meaningful value creation strategies. In addition, the underlying technologies powering these sectors have experienced rapid and disruptive development that are unlocking next generation applications and use cases that will drive strong demand for these solutions over the next TABLE OF CONTENTS decade and beyond. Our management team and board of directors are uniquely qualified to understand these trends and will be able to identify and add value to those assets that stand the best chance to generate attractive returns to our shareholders. We also intend to concentrate our efforts on identifying businesses with enterprise values of less than $1.25 billion and may be located outside of the U.S. We believe this segment of the market has greater sourcing inefficiencies as companies of this scale and geographic footprint tend to be overlooked. Our core competencies and international Rolodex will allow us to identify opportunities earlier, move faster, and catalyze more accretive value creation strategies versus our competition. In addition to potential business combinations we may identify on our own, we also anticipate that our focused mandate and pedigreed team will generate inbound leads from various sources outside of our network, including investment market participants, private equity and venture capital groups, investment banking firms, consultants, and large business enterprises seeking to divest non-core assets or divisions. The Company team possesses the following characteristics necessary to execute on our business strategy: Extensive leadership experience: Our management team and board of directors have held leadership positions at and invested in some of the world s most cutting edge and forward thinking public and private companies in our core focus areas. Access to proprietary deal flow: As both lead investors and operators with deep relationships across the globe, we have consistent access to unique opportunities before they become more widely available to others. Deep-pocketed network: Our network includes asset managers who collectively manage billions of dollars, allowing us to support fully the strategies we wish to implement and provide target companies with deal certainty. Focus on aligning interests: We have a deep commitment to providing win-win scenarios for all stakeholders and will focus on generating attractive outcomes for our investors as well as the target company s shareholders, employees and customers. Extensive investing and M&A experience: Our team has completed numerous investments and transactions with companies through their lifecycle, including seed and growth equity rounds, IPOs, integrating acquisitions and several SPAC and de-SPAC transactions. Track record of value creation: We have a long history of generating substantial risk-adjusted returns for our shareholders across public and private markets and through many business cycles over the last several decades. Business Combination Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more companies that we believe: can be significant leaders in aerospace, satellites, and space exploration, quantum computing and chemistry, artificial intelligence and machine learning, cybersecurity, or blockchain and digital currencies; are technology first companies with strong portfolios of intellectual property, trade secrets and know-how; have strong, experienced and well-rounded management teams already in place; operate in large total addressable markets with compelling secular industry growth drivers; have a compelling financial profile with strong organic revenue growth and profitable underlying unit economics; TABLE OF CONTENTS have significant organic and inorganic growth opportunities that can be accelerated by going public; possess sustainable competitive advantages and defensible market positions with strong barriers to entry; have an initial enterprise value of less than $1.25 billion; maintain operations in North America, Europe or Asia; and will offer an attractive risk-adjusted rate of return for our stockholders. We also anticipate offering the following benefits to our business combination partner: Partnership with our management team and board of directors who have extensive and proven experiences in leading, operating and investing in world-class companies in our focus areas; Access to our vast network of contacts and relationships across the globe to accelerate growth initiatives; Access to deep-pocketed, fundamental investors who can provide confidence with respect to deal closure and long-term support of implementing management s strategy; Increased market presence and a raised company profile to improve credibility with customers, suppliers, employees, and investors by virtue of going public; De-risk existing shareholders while maintaining upside through equity rollover and creative transaction structuring; A listed public currency for future acquisitions and quick access to the capital markets to support organic growth opportunities; Ability to motivate and retain key employees with a more liquid stock-based compensation program; and Ability for the existing management team to retain control and accelerate their long-term vision. Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews and inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our operational and capital planning experience. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event that we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. TABLE OF CONTENTS Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. However, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, the members of our management team have agreed not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) after the closing of this offering. We do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, Inc. ( FINRA ) or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is TABLE OF CONTENTS owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that fiscal year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that fiscal year s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Our executive offices are located at 23 Lime Tree Bay, P.O. Box 1569, Grand Cayman, Cayman Islands, KY-1110 and our phone number is (345) 926-4915. Upon completion of this offering, our corporate website address will be www.ariescorp.io. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus forms. You should not rely on any such information in making your decision whether to invest in our securities. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001842219_agrico_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001842219_agrico_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bcced6f5b27b3bf359a6225a0a15cabb57e0ac5c
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001842219_agrico_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: amended and restated memorandum and articles of association are to our memorandum and articles of association to be in effect upon completion of this offering; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time. founder shares are to 3,593,750 Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering (up to 468,750 of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised), and the Class A ordinary shares issuable upon the conversion thereof as provided herein; initial shareholders are to the holders of our founder shares prior to this offering; letter agreement refers to the letter agreement to be entered into with us, our sponsor and members of our management team, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our officers and directors; Maxim are to Maxim Group LLC, the underwriter in this offering; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares, collectively; private placement warrants refer to the 6,500,000 private placement warrants (up to a maximum of 7,250,000 private placement warrants if over-allotment option is exercised in full) we are selling privately to DJCAAC LLC, our sponsor, and Maxim Group LLC and/or their designees that are part of the private placement occurring simultaneously with our offering; public shares are to our Class A ordinary shares offered as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares; public warrants are to the one-half redeemable warrants sold as part of the units in this offering (whether they are subscribed for in this offering or purchased in the open market); sponsor are to DJCAAC LLC, a Delaware limited liability company, of which Brent de Jong, our Chairman and Chief Executive Officer, is the managing member; and we, us, company, Agrico, or our company are to Agrico Acquisition Corp., a Cayman Islands exempted company; Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Each unit consists of one Class A ordinary share and one-half (1/2) of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, as described in this prospectus. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. 1 Table of Contents Our Company We are a newly incorporated Cayman Islands exempted company structured as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities and activities related to this offering. We have not selected any specific business combination target, which we refer to as a target business, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any prospective target business. While we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus our search on targets in agriculture, horticulture, and aquaculture that aim to improve yield, efficiency or profitability in the production, processing, distribution, provision of capital, or consumption of outputs, inputs, data, technology or other services ( AgTech ) located in the United the Americas. Our management team believes that the intersection of agriculture and technology represents a tremendous opportunity for investment. The AgTech sector is focused on companies in agriculture, horticulture, and aquaculture that aim to improve yield, efficiency or profitability in the production, processing, distribution, provision of capital, or consumption of outputs, inputs, data, technology or other services. With the world population projected to grow to 9.8 billion by 2050, the agriculture sector is being forced to do more with less. As a result of this disruption, a cross-section of technologies and disciplines are being used by progressive start-ups to boost global food supplies. In addition to increasing production, there is also a renewed focus on sustainability. There is a desire for better tracking, transparency, and security in our food system. Consequently, our management believes that their experience with innovative technologies and responsible natural resources will enable them to identify unique opportunities in the sector. Our management team consists of experienced deal makers, operators, and investors who have expertise working with companies across the global supply chain. Mr. de Jong, our Chairman and Chief Executive Officer, has built technology, blockchain, and infrastructure companies around the world. Our board of directors has significant expertise operating and investing in companies across technology, agriculture, data analytics, infrastructure, and emerging markets. For further information on our management team s experience, see the section titled Management. Being based in Texas will allow us to leverage the substantial proprietary deal sourcing, investing and operating expertise of our management team and advisors, including relationships with business leaders and leading entrepreneurs. In addition, we intend to leverage the deep relationships and long-standing experience that our management team and strategic advisors command in the agricultural and technology venture capital and private equity sectors as discussed in Competitive Advantages below. We believe that this combination of relationships and experience will put us in an excellent position to locate potential targets, particularly those owned by private equity funds. Business Combination Criteria Our business combination criteria will not be limited to a particular industry or geographic sector, however, given the experience of our management team and board, we intend to focus our search on AgTech targets located in the Americas. We have identified the following general criteria and guidelines that we believe are consistent with our acquisition philosophy and our management s experience, and that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines to evaluate business combination opportunities, but we may decide to consummate our initial business combination with a target business that does not meet one or more of these criteria and guidelines. Large and Compelling Growth Market. We will focus on investments in industry segments that we believe demonstrate attractive long-term growth prospects and reasonable overall size or potential. We view growth as an important driver of value and will seek companies whose growth potential can generate meaningful upside. Attractive, Inherently Profitable Business With High Operating Leverage. We will seek to invest in companies that we believe possess not only established business models and sustainable competitive advantages, but also have inherently profitable unit economics. Strong Management Teams. We intend to acquire a business that has an experienced management team with a proven track record for producing rapid growth and with an ability to clearly and confidently 2 Table of Contents articulate the business and market opportunities to public market investors. As such, we will spend significant time assessing a company s leadership and personnel and evaluating what we can do to augment and/or upgrade the team over time as needed. Opportunity for Operational Improvements. We will seek to identify businesses that we believe are stable but at an inflection point and would benefit from our ability to drive improvements in the target s processes, go-to-market strategy, product or service offering, sales and marketing efforts, geographical presence and/or leadership team. Differentiated Products or Services. We will evaluate metrics such as recurring revenues, product life cycle, cohort consistency, pricing per product or customer, cross-sell success and churn rates to focus on businesses whose products or services are differentiated or where we see an opportunity to create value by implementing best practices. Limited Technology Risk. We will seek to invest in companies that have established market-tested products or service offerings, and do not lend themselves to erratic technology risks. Appropriate Valuations. We will seek target companies for our initial business combination based on disciplined valuation-centric metrics. Management has significant negotiating and operating experience and recognizes the initial valuation is an important component of the ultimate rate of return. Benefit From Being a Public Company. We intend to pursue a business combination with a company that we believe will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company. Leading Industry Position and Competitive Market Advantage. We intend to focus on targets located in the Americas and operating within the AgTech sector, which we believe have strong fundamentals, favorable prospects and a high likelihood of generating strong risk-adjusted returns for our shareholders. We will seek to acquire a business whose products utilize a proprietary or patented technology, have dominant market position in a specific geographic or technological niche, or have some other form of distinct competitive advantage. The factors we intend to consider include management s credentials, growth prospects, competitive dynamics, level of industry consolidation, need for capital investment, intellectual property, barriers to entry, and merger terms. Potential to Grow, Including Through Further Acquisition Opportunities. We will seek to acquire a business which has the potential to supplement its organic growth with a pipeline of potentially actionable acquisitions. We expect to work with the ongoing management team to develop the business strategy around geographic expansion, new products, high-return capital expenditure projects and acquisitions, as well as creating and maintaining the optimal capital structure for growth. High Organic Revenue Growth, Attractive Gross Margins, Prudent Debt. We will seek to acquire a business that will have the ability to grow rapidly across various market conditions and in varying economic cycles and the near-term potential to generate significant increases in revenue as well as strong and sustainable operating margins. To provide reliable guidance, we would also seek to acquire a business that has strong visibility on forward financial performance and straightforward operating metrics. Sourced on a Proprietary Basis. We do not expect to participate in broadly marketed processes, but rather will aim to leverage our extensive network to source a proprietary initial business combination. Notwithstanding the foregoing, we would consider participating in a process that is focused primarily on special purpose acquisition companies, where we would not compete with a conventional initial public offering or private equity acquisition, or at the tail end of a process when other alternatives have been eliminated, on the strength of our prior experience in closing business combinations or because our company is most appropriately sized to the target. Preparedness for the Process and Public Markets. We will seek to acquire a business that has or can put in place prior to the closing of a business combination the governance, financial systems and controls required in the public markets. 3 Table of Contents These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we find an opportunity that has characteristics more compelling to us than the characteristics described above, we would pursue such opportunity. Competitive Strengths and Advantages We believe that our management team is well positioned to consummate an initial business combination due to its combination of operating and investing expertise. We believe that the most likely target business will be those companies at a strategic inflection point, such as rapidly growing companies stepping out from the control of private equity or venture capital owners, family owned businesses seeking some liquidity, or business units being carved out from larger conglomerates. In these scenarios in particular, we believe the experience our management team brings in successfully scaling companies, especially those in the public markets, will be looked upon favorably by both the target company as well as public shareholders. Specifically, we believe our competitive strengths to be the following: Experienced Management Team. Our management team and strategic advisors have a substantial investment track record and advisory experience, significant knowledge of blockchain technology and data analytics, access to proprietary deal flow, and strong relationships with business leaders and entrepreneurs in the agricultural and financial technology industries. We believe their backgrounds allow us access to proprietary investment opportunities and position us to successfully complete an initial business combination. In addition, our Chairman and Chief Executive Officer has prior experience in entrepreneurship, venture capital, public offerings, and acquisition led growth strategies across multiple industries but with a focus in the technology and infrastructure space. Flexible Structure. With a public market for our ordinary shares and $125 million (or $143.75 million if the over-allotment option is exercised in full) in trust, we have flexibility to be able to offer a target business a variety of options in structuring a transaction and funding future growth. Flexibility in using our shares, debt, cash or a mixture of the foregoing, allows us to work with a target company to accommodate their needs. Public Company Status. We believe our status as a public company will make us an attractive transaction partner to prospective target businesses. As a public company, we believe the target business would benefit from greater access to capital to fund future growth initiatives, further means of creating incentive and compensation plans for management that are closely aligned with shareholder s interests, and increased recognition and awareness potentially benefitting sales and recruiting. Established Deal Sourcing Network and Personal Contacts. We intend to maximize our pipeline of potential target investments by proactively approaching our extensive network of contacts, including private equity and venture capital sponsors, family offices, executives of public and private companies, merger and acquisition advisory firms, investment banks, capital markets desks, lenders and other financial intermediaries. We believe the prior investment experience and track record of our team, including our Chairman and Chief Executive Officer s prior involvement in successful investments, will give us a competitive advantage when sourcing potential target business opportunities, relationships with private equity and venture capital firms, and through investment bankers who we believe are likely to provide us with potential combination targets. Deal-making and Capital Markets Experience through all Market Cycles. Our management team and strategic advisors consist of seasoned dealmakers with experience in a wide variety of industries, structures and market conditions, as well as experienced equity and debt capital markets professionals. Most have worked in emerging markets, as principal investors and as advisors, through different market cycles. Our management team and strategic advisors intend to apply the same disciplined approach to acquire a business that they have used in connection with their current advisory services and principal investment activities. Experience with Complex Transactions. Members of our management team and strategic advisors have a track record of completing transactions that involve an element of complexity not well-served by a competitive auction process and on educating counterparties about the benefits of the special purpose 4 Table of Contents acquisition company structure and process. We believe that our management team and strategic advisors experience with complex situations requiring creative solutions is expected to lead to less competitive transactions. Members of our management team and strategic advisors also have a history of leveraging their relationship networks for due diligence and to develop a unique perspective and comfort with the issues faced in such complex opportunities. Investment Expertise. Our management team has extensive experience in identifying, evaluating, structuring, acquiring, and investing in privately held companies. Collectively, the members of our management team alone have been involved with or led over 300 acquisitions and investments. Broad Sector Focused Expertise. Our management team brings deep expertise in a wide range of sub-sectors within our target industries. We believe that our diverse range of expertise increases our chances of identifying a business combination target where we have the expertise to appropriately diligence the investment and to provide value post business combination. Specifically, members of our management team have experience operating, investing or serving on boards of companies in the following sub-sectors: agriculture, technology, blockchain, infrastructure, data analytics, energy, and emerging markets. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. We will have until 12 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 12 months, we may extend the period of time to consummate a business combination up to three times, each by an additional three months (for a total of up to 21 months to complete a business combination) without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in connection therewith. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees, upon ten days advance notice prior to the applicable deadline, must purchase an additional number of private placement warrants at a price of $1.00 per private placement warrant for an aggregate of $1,250,000, or up to $1,437,500 if the underwriter s over-allotment option is exercised in full ($0.10 per public share in either case), in a private placement to occur on or prior to the date of the applicable deadline, for each three-month extension (or up to an aggregate of $3,750,000 (or $4,312,500 if the underwriter s over-allotment option is exercised in full), or $0.30 per public share if we extend for the full nine months). The proceeds from any such private placement shall be deposited into the trust account for the purpose of extending the period of time to consummate a business combination. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act . Even if the post-transaction 5 Table of Contents company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding share capital, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Our Business Combination Process In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Our officers and directors have agreed not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time) after the closing of this offering. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions 6 Table of Contents from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. Private Placements In January 25, 2021, we issued 5,000,000 founder shares to our sponsor for an aggregate purchase price of $25,000. On April 9, 2021, our sponsor forfeited for no consideration an aggregate of 1,406,250 Class B ordinary shares, which we cancelled, resulting in a decrease in the total number of Class B ordinary shares outstanding from 5,000,000 shares to 3,593,750 shares (up to 468,750 of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised). We will effect a share dividend or share contribution prior to this offering should the size of this offering change, so that our insiders will collectively own or control 20.0% of our issued and outstanding shares after this offering. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering. However, our insiders have agreed (A) to vote their founder shares and any public shares acquired in or after this offering in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time) from the closing of this offering unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, net of taxes payable, divided by the number of then outstanding public shares, (C) not to convert any shares (including the founder shares) into the right to receive cash from the trust account in connection with a shareholder vote to approve our proposed initial business combination (or sell any shares they hold to us in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of our amended and restated memorandum and articles of association relating to the substance or timing of our obligation to 7 Table of Contents redeem 100% of our public shares if we do not complete our initial business combination within 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time) from the closing of this offering, and (D) that the insider shares shall not be entitled to be redeemed for a pro rata portion of the funds held in the trust account if a business combination is not consummated. On the date of this prospectus, the founder shares will be held subject to an escrow arrangement with Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, our sponsor has agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (i) one year after the date of the consummation of our initial business combination or (ii) the date on which we consummate a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (except as described herein under the section of this prospectus entitled Principal Shareholders Restrictions on Transfers of Founder Shares and Private Placement Warrants ). Any permitted transferees will be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 150 days after our initial business combination, the founder shares will no longer be subject to such transfer restrictions. We refer to such transfer restrictions throughout this prospectus as the lock-up. The limited exceptions referred to above include (1) transfers among the insiders, to our officers, directors, advisors and employees, any affiliates or family members of any of our officers or directors, any members of our sponsor, or any affiliates of our sponsor, (2) transfers to an insider s affiliates or its members upon its liquidation, (3) in the case of an individual, by gift to a member of one of the members of the individual s immediate family or to a trust, the beneficiary of which is a member of one of the individual s immediate family, an affiliate of such person or to a charitable organization, (4) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (5) in the case of an individual, pursuant to a qualified domestic relations order, (6) private sales or transfers made at prices no greater than the price at which the securities were originally purchased, (7) by private sales at negotiated prices, which transfers are not effected until the consummation of an initial business combination, (8) in the event of our liquidation prior to the completion of our initial business combination; (9) by virtue of our sponsor s jurisdiction of incorporation or our sponsor s limited liability company agreement upon dissolution of our sponsor; (10) in the event of our liquidation, merger, share exchange, reorganization or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination or (11) transfers to us for cancellation in connection with the consummation of an initial business combination, in each case (except for clauses (8) through (11)) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements and the escrow agreement, and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to the escrow agreement, voting, the trust account and liquidation distributions described elsewhere in this prospectus). Our sponsor, DJCAAC LLC (which is controlled by our Chairman and Chief Executive Officer Brent deJong) and Maxim Group LLC and/or its designees, will purchase from us, pursuant to a written purchase agreement with us, the private placement warrants at a purchase price of $1.00 per warrant for an aggregate purchase price of $6,500,000 (or $7,250,000 if the underwriter s over-allotment option is exercised in full), of which 5,562,500 private placement warrants (or 6,171,875 private placement warrants to the extent that the underwriter s over-allotment option is exercised in full) will be purchased by our sponsor and 937,500 private placement warrants (or 1,078,125 private placement warrants to the extent that the underwriter s over-allotment option is exercised in full) will be purchased by Maxim Group LLC. The private placement warrants are identical to the warrants sold in this offering, subject to certain limited exceptions as described in this prospectus. The proceeds from the private placement of the private placement warrants will be added to the proceeds of this offering and placed in the same trust account described in this prospectus maintained by Continental Stock Transfer & Trust Company, as trustee. If units or Class A ordinary shares are purchased by any of our directors, officers or initial shareholders, they will be entitled to funds from the trust account to the same extent as the units or Class A ordinary shares held by any public shareholder upon our liquidation, but will not have redemption rights related thereto. Our executive offices are located at Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands and our telephone number is (346) 800-5508. 8 Table of Contents The Offering In making your decision on whether to invest in our securities, you should take into account not only the background of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 12,500,000 units, at $10.00 per unit, each unit consisting of one Class A ordinary share and one-half (1/2) of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. Because the warrants may only be exercised for whole numbers of shares, only whole warrants may be exercised at any given time. Proposed Nasdaq symbols Units: RICOU Class A ordinary shares: RICO Warrants: RICOW Trading commencement and separation of Class A ordinary shares, warrants and rights The units will begin trading on or promptly after the date of this prospectus. We expect the Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Maxim informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. In no event will the Class A ordinary shares and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three trading days from the date of this prospectus. If the underwriter s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter s over-allotment option. 9 Table of Contents Units: Number outstanding before this offering 0 units Number outstanding after this offering 12,500,000 units Ordinary shares: Number outstanding before this offering 3,593,750 Class B ordinary shares(1) Number of shares to be issued upon consummation of this offering 12,625,000 Class A ordinary shares(2) Number to be outstanding after this offering 15,750,000 (12,625,000 Class A ordinary shares and 3,125,000 Class B ordinary shares)(3) Warrants: Number outstanding before this offering 0 warrants Number to be sold in a private placement simultaneously with this offering 6,500,000 warrants (or up to7,250,000 warrants if the over-allotment option is exercised in full) Number to be outstanding after this offering and the private placement 12,750,000 warrants(4) Exercisability Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This means that only an even number of warrants may be exercised at any given time by a warrant holder. ____________ (1) The 3,593,750 founder shares includes an aggregate of up to 468,750 founder shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriter in full. The Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment as described below. (2) Represents the issuance of 125,000 Class A ordinary shares to the underwriter upon the consummation of this offering. Excludes the issuance of an additional 18,750 Class A ordinary shares issuable to the underwriter if the underwriter s over-allotment option is exercised in full. Except as described herein, the representative shares are identical to the Class A ordinary shares underlying the units issued in this offering. (3) Assumes (i) the over-allotment option has not been exercised, (ii) an aggregate of 468,750 founder shares have been forfeited, and (iii) the underwriter s 125,000 Class A ordinary shares have been issued. (4) Assumes the over-allotment option has not been exercised. If the over-allotment option is exercised in full, there will be a total of 14,437,500 warrants issued and outstanding. 10 Table of Contents Exercise price $11.50 per whole share, subject to adjustment as described herein. In addition, if (x) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, or 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the ordinary shares issuable upon exercise of the warrants at this time. However, as soon as practicable, but in no event later than 30 calendar days after the closing of our initial business combination, we will use our reasonable best efforts to file, and within 90 calendars days following our initial business combination to have declared effective, a registration statement covering the ordinary shares issuable upon exercise of the warrants, to maintain a current prospectus relating to those ordinary shares until the warrants expire or are redeemed. If a registration statement covering the ordinary shares issuable upon exercise of the warrants is not effective within the period specified above following the consummation of our initial business combination, public holders of warrants may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If our ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. 11 Table of Contents The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants Once the warrants become exercisable, we may redeem the outstanding warrants (excluding the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last sale price of our ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of our Class A ordinary shares may fall below the $18.00 trigger price, as well as the $11.50 warrant exercise price after the redemption notice is issued. We will not redeem the warrants unless a registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of ordinary shares issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section of this prospectus entitled Description of Securities Redeemable Warrants Public Shareholders Warrants for additional information. None of the private placement warrants will be redeemable by us so long as they are held by the sponsor or its permitted transferees. 12 Table of Contents Founder shares On January 25, 2021, we issued 5,000,000 founder shares to our sponsor for an aggregate purchase price of $25,000, or approximately $0.005 per share. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. On April 9, 2021, our sponsor forfeited for no consideration an aggregate of 1,406,250 founder shares, which we cancelled, resulting in a decrease in the total number of founder shares outstanding from 5,000,000 shares to 3,593,750 shares. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering (not including the representative shares). As such, our initial shareholders will collectively own 20% of our issued and outstanding shares after this offering (not including the representative shares and assuming they do not purchase any units in this offering). Neither our sponsor nor any of our officers or directors have expressed an intention to purchase any units in this offering. Up to 468,750 founder shares will be subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised so that our initial shareholders will maintain ownership of 20% of our ordinary shares after this offering (not including the representative shares). We will effect a share dividend or share contribution prior to this offering should the size of this offering change, in order to maintain such ownership percentage. The founder shares are identical to the ordinary shares included in the units being sold in this offering, except that: the founder shares are Class B ordinary shares that automatically convert into Class A ordinary shares at the time of our initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein, for no additional consideration; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time) from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time) from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame; 13 Table of Contents pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination. If we submit our initial business combination to our public shareholders for a vote, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. As a result, in addition to the founder shares and the representative shares, we would need only 687,501 or approximately 5.5%, of the 12,500,000 public shares sold in this offering to be voted in favor of an initial business combination. The foregoing amounts and percentages assume that only the minimum number of issued and outstanding shares representing a quorum is present in person or by proxy at a meeting and the over-allotment option is not exercised; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Our sponsor has agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (i) one year after the date of the consummation of our initial business combination or (ii) the date on which we consummate a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (except as described herein under the section of this prospectus entitled Principal Shareholders Restrictions on Transfers of Founder Shares and Private Placement Warrants ). Any permitted transferees will be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 150 days after our initial business combination, the founder shares will no longer be subject to such transfer restrictions. We refer to such transfer restrictions throughout this prospectus as the lock-up. Conversion and anti-dilution rights of founder shares The Class B ordinary shares will automatically convert into our Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein, for no additional consideration. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of this offering (not including the representative shares) plus all Class A ordinary shares and equity-linked securities issued or deemed issued 14 Table of Contents in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any private placement-equivalent units issued to our sponsor, its affiliates or certain of our officers and directors upon conversion of working capital loans made to us). Holders of founder shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be deemed issued for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Voting rights Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders, with each ordinary share entitling the holder to one vote. Private placement warrants and underlying shares Our sponsor and Maxim Group LLC and/or their designees have agreed to purchase an aggregate of 6,500,000 private placement warrants at a price of $1.00 per private placement warrant, for an aggregate purchase price of $6,500,000. Our sponsor and Maxim have also agreed that if the over-allotment is exercised by the underwriter, they will purchase at a price of $1.00 per private placement warrant an additional number of private placement warrants (up to a maximum of 750,000 additional private placement warrants) pro rata in relation to their respective acquisition of private placement warrants prior to any exercise of the over-allotment option in full or in part in the aggregate amount of $750,000. The private placement warrants are identical to the warrants sold in this offering except that the private placement warrants, so long as they are held by our sponsor or Maxim or their permitted transferees, (i) will not be redeemable by us, (ii) may not (including the ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the private placement warrants are held by holders other than the sponsor, the underwriter or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. In addition, for as long as the private placement warrants are held by the underwriter or its designees or affiliates, they will be subject to the lock-up requirement and limitations on resale registration imposed by FINRA Rule 5110 and may not be exercised after five years from the commencement of sales of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $127,500,000 (or $146,625,000 if the underwriter exercises its over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time) from the closing of this offering, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants (and the underlying securities) will expire worthless. 15 Table of Contents Transfer restrictions on private placement warrants and underlying shares The private placement warrants (including the ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until the completion of our initial business combination (except as described under the section of this prospectus entitled Principal Shareholders Restrictions on Transfers of Founder Shares and Private Placement Warrants ). Following such period, the private placement warrants (including the ordinary shares issuable upon exercise of the private placement warrants) will be transferable, assignable or salable, except that the private placement warrants will not trade. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public shareholders who could sell the ordinary shares issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. Representative Shares We have agreed to issue to Maxim Group LLC and/or its designees, 125,000 Class A ordinary shares, or up to 143,750 Class A ordinary shares if the underwriter s over-allotment option is exercised in full, at the closing of this offering. The representative shares are identical to the Class A ordinary shares underlying the units sold in this offering, except that the representative shares will not be transferable, assignable or salable until after the completion of our initial business combination. Maxim has agreed to (i) waive their redemption rights with respect to their representative shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their representative shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time) from the closing of this offering or (B) with respect to any other provision relating to shareholders rights of pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their representative shares if we fail to complete our initial business combination within 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time) from the closing of this offering. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to FINRA Rule 5110(e)(1). 16 Table of Contents Proceeds to be held in trust account Of the net proceeds of this offering and the sale of the private placement warrants, $127,500,000, or $10.20 per unit ($146,625,000, or $10.20 per unit, if the underwriter s over-allotment option is exercised in full) will be placed into a trust account in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, after deducting an aggregate of $3,250,000 (or $3,625,000 if the underwriter s over-allotment option is exercised in full) to pay fees and expenses (excluding deferred underwriting commissions) in connection with the closing of this offering and $875,000 for working capital following the closing of this offering. The proceeds to be held in the trust account include $4,375,000 (or $5,031,250 if the underwriter s over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income tax obligations (less up to $50,000 of interest to pay dissolution expenses), the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association(i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time) from the closing of this offering or (ii) with respect to any other provision relating to shareholders rights or pre-business combination activity, and (c) the redemption of our public shares if we are unable to complete our initial business combination within 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time) from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Ability to extend time to complete business combination We will have until 12 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 12 months, we may extend the period of time to consummate a business combination up to three times, each by an additional three months (for a total of up to 21 months to complete a business combination) without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in connection therewith. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees, upon ten days advance notice prior to the applicable deadline, must purchase an additional number of private placement warrants at a price of $1.00 per private placement warrant for an aggregate of $1,250,000, or up to $1,437,500 if the underwriter s over-allotment option is exercised in full ($0.10 per public share in either case), in a private placement to occur on or prior to the date of the applicable deadline, for each three-month extension (or up to an aggregate of $3,750,000 (or $4,312,500 if the underwriter s over-allotment option is exercised in full), or $0.30 per public share if we extend for the full nine months). The proceeds from any such private placement shall be deposited into the trust account for the purpose of extending the period of time to consummate a business combination. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. 17 Table of Contents Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof. Based upon current interest rates, we expect the trust account to generate approximately $75,000 of interest annually assuming an interest rate of 0.06% per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $875,000 in working capital after the payment of approximately $625,000 in expenses (not including underwriting commissions) relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of an initial business combination. Conditions to completing our initial business combination We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding share capital, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. 18 Table of Contents Permitted purchases of public shares and public warrants by our affiliates The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining shareholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our ordinary shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.20 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination or otherwise. We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using the Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. 19 Table of Contents Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against an initial business combination if such holder s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $200,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to an affiliate of our sponsor of $10,000 per month, for 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time) for office space, utilities and secretarial and administrative support; Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and 20 Table of Contents Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent warrants at a price of $1.00 per warrant (which, for example, would result in the holders being issued 1,500,000 warrants if $1,500,000 of notes were so converted), at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period of the underlying warrants. The terms of such working capital loans by our sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. 21 Table of Contents Risks We are a newly incorporated exempted company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see the section of this prospectus entitled Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors beginning on page 24 of this prospectus. A brief summary of some of the risk factors that make an investment in us speculative or risky include: Whether we will be able to complete our initial business combination, particularly in light of disruption that may result from limitations imposed by the COVID-19 pandemic; Whether we will be successful in retaining or recruiting, or making changes required in, our officers, key employees or directors following our initial business combination; How much time our officers and directors allocate to us and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements and other benefits; Whether we will need to obtain additional financing to complete our initial business combination; Whether there is a sufficient pool of prospective target businesses for us to acquire, given competition; Whether our officers and directors are able to generate a number of potential investment opportunities; Whether our securities are delisted from Nasdaq prior to our business combination or an inability to have our securities listed on Nasdaq following a business combination; The fact that we may have limited liquidity in our securities; The fact there has not previously been a market for our securities; and Our financial performance following our business combination. 22 Table of Contents Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, and accordingly only balance sheet data is presented. March 31, 2021 Actual As Adjusted Balance Sheet Data: Working (deficiency) capital(1) $ (159,487 ) $ 124,015,328 Total assets(2) 199,815 128,390,328 Total liabilities(3) 184,487 18,991,720 Value of ordinary shares subject to possible conversion/tender(4) 104,398,600 Shareholders equity(5) 15,328 5,000,008 ____________ (1) The as adjusted calculation includes $127,500,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $875,000 of cash held outside the trust account, plus $15,328 of actual shareholders equity on March 31, 2021, less $4,375,000 of deferred underwriting commissions. (2) The as adjusted calculation equals $127,500,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $875,000 in cash held outside the trust account, plus $15,328 of actual shareholders equity on March 31, 2021. (3) The as adjusted calculation equals $4,375,000 of deferred underwriting commissions and $14,616,720 of warrant liability, assuming the over-allotment is not exercised. (4) The as adjusted calculation equals the as adjusted total assets, less the as adjusted total liabilities, less the as adjusted shareholders equity, which is set to approximate the minimum net tangible assets threshold of at least $5,000,001 immediately prior to and immediately after the consummation of our initial business combination. (5) Excludes 10,235,157 ordinary shares purchased in the public market which are subject to conversion in connection with our initial business combination. The as adjusted calculation equals the as adjusted total assets, less the as adjusted total liabilities, less the value of ordinary shares that may be converted in connection with our initial business combination ($10.20 per share). The as adjusted information gives effect to the sale of the units we are offering and the sale of the private placement warrants, including the payment of the estimated costs of this offering from such sales and the repayment of the accrued and other liabilities required to be repaid. The as adjusted working capital and total assets amounts include the $127,500,000 to be held in the trust account, which, except for limited situations described in this prospectus, will be available to us only upon the consummation of a business combination within the time period described in this prospectus. If a business combination is not so consummated, the trust account, less amounts we are permitted to withdraw from interest earned on the funds in the trust account as described in this prospectus, will be distributed solely to our public shareholders (subject to our obligations under Cayman Islands law to provide for claims of creditors). We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 immediately prior to and immediately after the consummation and, solely if we seek shareholder approval, only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. 23 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001842329_agile_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001842329_agile_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..42731bd340ea78fd5de94762d1320752b65f401f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001842329_agile_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and article of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to all of our shareholders immediately prior to the date of this prospectus, including all of our officers and directors to the extent they hold such shares; management or our management team are to our executive officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; sponsor are to Agile Growth Sponsor, LLC, a Delaware limited liability company; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent that they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; we, us, our, company or our company are to Agile Growth Corp., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a newly organized blank check company incorporated as a Cayman Islands exempted company on January 21, 2021 and formed for the purpose of effecting a merger, share exchange, asset acquisition, TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MARCH 3, 2021 PRELIMINARY PROSPECTUS Agile Growth Corp. $300,000,000 30,000,000 Units Agile Growth Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 4,500,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor has agreed to purchase 6,066,667 warrants (or 6,666,667 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. The private placement warrants are identical to the warrants sold in this offering, subject to certain limited exceptions as described in this prospectus. Our sponsor currently owns 8,625,000 Class B ordinary shares, up to 1,125,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the election of directors. Currently, there is no public market for our securities. We intend to apply to have our units listed on the Nasdaq Capital Market ( Nasdaq ), under the symbol AGGRU. We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on Nasdaq under the symbols AGGR and AGGRW, respectively, on the 52nd day following the date of this prospectus unless the representatives of the underwriters permits earlier separate trading and we have satisfied certain conditions. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 35 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 300,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 16,500,000 Proceeds, before expenses, to us $ 9.45 $ 283,500,000 (1) Includes $0.35 per unit, or $10,500,000 in the aggregate (or $12,075,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $300,000,000, or $345,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S. based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Citigroup Jefferies The date of this prospectus is , 2021. TABLE OF CONTENTS share purchase, reorganization, recapitalization, or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. While we may pursue an acquisition opportunity in any business industry or sector, we will seek to capitalize on the significant experience and contacts of our management team and board of directors in consummating an initial business combination. We believe our management team and board of directors distinctive background can have a transformative impact on a target business. Our intention is to capitalize on the ability of our management and board to identify, acquire and operate a business in the technology industry, including pure software and software-enabled businesses such as infrastructure and horizontal and vertical enterprise application software, healthcare IT ( HCIT ), financial technology ( fintech ), robotics/automation, and education technology, as well as potential additional software and technology segments that may provide the opportunity to unlock the value of a private company and provide opportunities for an attractive risk-adjusted return to our shareholders. Our tenured management team and board of directors have worked extensively across the technology industry and have hundreds of combined years of experience building relationships, leading transformational companies and driving outsized shareholder return. We believe their skills and expertise give us a distinct advantage in sourcing and acquiring the right target company and operating it efficiently and effectively in the public market. Our approach is to (i) be disciplined and balanced in the selection process, (ii) reinforce and support management teams to make impactful decisions with an eye toward growth and strong investor returns, and (iii) be passionately focused on operating excellence, effecting outcomes and managing like owners. Although we are not limited in our approach, we are driven to find the right company that can develop and thrive as a newly-formed public company and benefit from our operational expertise and a significant infusion of capital. We are experienced enterprise technologists and operators who seek to partner with top innovators and thinkers in our field. Leveraging our team of respected and experienced leaders will allow us to generate ideas and identify a target company that we believe will be an attractive partner and can benefit quickly from our collective experience. We expect our deep expertise will be critical to providing ongoing value to the management team of the target after the completion of the business combination transaction, through board representation or otherwise, and to drive long-term shareholder value. We will employ our operational expertise and our relationships in support of a company s management team to accomplish their goals. We believe our commitment and entrepreneurial approach to partnership distinguishes us and that our network, market knowledge, operational excellence and expertise as operators will drive near and long-term results. Each of our direct management team, board of directors and director nominees have been engaged and involved as former management to large private and public technology, and more specifically, software-focused businesses for the entirety of their careers. Additionally, each member of our management team, board of directors and director nominees has been very active in scaled mergers and acquisitions ( M&A ) as a part of their operating careers. Because of this, each management member, director and director nominee represents a different perspective in the sourcing and the diligence of target companies. Our founder Jay Bhatt, who has public and private company CEO expertise, has very recently co-led software investing as a partner at a large, well-known private equity firm where he successfully invested in numerous technology and software companies, some of which have had successful realizations. Jay intends to apply the intensity of an operator s business perspective with that of an investor s underwriting and diligence thoroughness to target an exceptional investment that he believes will have the highest probability of delivering top-tier shareholder returns. We also want to call attention to the strength and operator-centric board of directors and director nominees that we have assembled. Each independent director nominee to our board has either run or had significant involvement in large publicly traded technology and software companies. Each has driven compelling growth and transformation at the companies that they have presided over. Additionally, the background of our board spans all elements of operations from sales to marketing to product management and development to finance. From a sourcing perspective, each director and director nominee brings a unique technology and software segment expertise that serves to supplement and complement the core areas of sourcing expertise and pipeline that our management team enjoys. TABLE OF CONTENTS While the software landscape has been progressing and evolving for many years, the COVID-19 pandemic has accelerated digital transformation globally. For this reason, we believe now is the right time to further explore sponsoring a compelling technology company in the public market. We believe there is a robust pipeline of high-quality software-focused companies that are ready to take advantage of the opportunities that the public market has to offer. We believe that the software market offers a large and growing investment opportunity for public investors and that our management team and board of directors distinctive background and vast network of technology leaders provide them with a differentiated opportunity to source a target, validate its technology and consummate a business combination. Our Management Team Our Founder, Chief Executive Officer, Chief Financial Officer, and Director, Jay Bhatt is an experienced global technology leader and a former managing director/partner in the private equity investment space. Most recently, Jay served as chief executive officer and lead board member (and previous to this, one of the lead investors) of Alfresco Software, an open-source software company, from 2019 to 2020. Prior to this, Jay was a managing director and partner at Thomas H. Lee Partners, a large private equity investment firm and former majority owner of Alfresco, from 2016 to 2019, where he co-led technology and software investing. Prior to Thomas H. Lee Partners, Jay was president and chief executive officer at Blackboard Inc., a global educational technology company, and president and chief executive officer of Progress Software Corporation (NASDAQ: PRGS), a global infrastructure software company. Jay also spent many years at Autodesk, Inc. (NASDAQ: ADSK), a design, engineering and gaming software company, where he led the largest business unit (the Architecture, Engineering, & Construction Division). Prior to Autodesk, Jay was an investment banker at Montgomery Securities (now known as Bank of America Securities or BofA Securities). Jay started his career as a transactional attorney. Jay is a former board member of a number of private and public software companies, including Alfresco Software, Nextech, Juvare, Auction.com, Ten-X Commercial, MHS, Blackboard, and Progress Software. Additionally, Jay is a board member at a non-profit called Cradles to Crayons, which provides resources such as school supplies and clothing to homeless and low-income children. Jay has an undergraduate degree in arts & sciences from the University of Pennsylvania and a J.D. from the UCLA School of Law. Our Chief Strategy Officer and Director Nominee, John Newton has had a 40-year, influential career in information management, founding two large, successful, content management companies over his career. John previously served as CTO for Alfresco Software which he founded in 2005 to bring open source and cloud native technology to the Content Services market. Prior to Alfresco, in 1990, John co-founded Documentum (formerly NASDAQ: DCTM), an Enterprise content management company that eventually sold to EMC Corporation (formerly NYSE: EMC) for $1.7 billion in 2003. In addition to his extensive experience founding and operating software companies, John has also been recognized as a leader in his field and holds numerous positions of influence and distinction. John was elected the Chairman and Fellow of the Information Management Industry Organization, AIIM, and named a Technology Pioneer at the World Economic Forum in Davos. Our Chief Sourcing Officer, Antonio Aquilina is an experienced corporate development and M&A executive with deep experience across the software industry. Previously, Tony served as a Business Development lead and Senior Advisor at large private equity firm Thomas H. Lee Partners, where he drove software deal sourcing. He was additionally a member of the Alfresco Software Board of Directors. Prior to these roles, Tony served as Vice President of Corporate Development at Avid (NASDAQ: AVID), a computer software company that makes innovative technology and collaborative tools for artists and entertainers. Additionally, Tony served as Senior Vice President of strategy and corporate development for Progress Software Corporation (NASDAQ: PRGS) from 2012 to 2015. In this capacity, Tony was responsible for managing the Company s strategic planning process and for identifying and executing investments and acquisitions in support of Progress strategic goals and objectives. Tony also held various corporate development roles at Autodesk (NASDAQ: ADSK) over the course of 6 years, and began his career at Hewlett-Packard (NYSE: HPQ) before spending almost 4 years as a Principal at Broadview International. Our Chief Technology Officer, Tony Grout has significant experience leading software products for medical software, developer tools, and communication and messaging products. Previously, from 2019 to 2021, Tony served as the Chief Product Officer at Alfresco Software, where he moved the product into the TABLE OF CONTENTS Gartner Leader Quadrant in 2020. Prior to his position at Alfresco, Tony lead the EMEA enterprise product field services team for Atlassian (NASDAQ:TEAM), a software development tools company, from 2017 to 2019, was Head of Agile/DevOps Transformation at Lloyds Banking Group (NYSE: LYG), a retail and commercial bank, from 2015 to 2017, Head of Product Agility Transformation at Scale at Skype, a digital messaging company, and also Head of Agile Product Transformation at Microsoft Lync (NASDAQ: MSFT), a digital messaging company, from 2013 until 2015, and held various positions at IBM (NYSE:IBM). Our Chief Administrative Officer, Sally Baraka is a global C-level advisor for private equity backed and public software companies with expertise in international technology transactions, data privacy, M&A and IP monetization strategies. Sally has worked in a variety of roles across the software industry and most recently was General Counsel and Board Secretary at Alfresco Software in 2020. Prior to Alfresco Software, Sally was Senior Vice President and General Counsel at Paycor from 2018 to 2019, Vice President and General Counsel at Sparta Systems from 2013 to 2018, and Senior Commercial Counsel at Box, Inc. (NYSE: BOX) from 2012 to 2013. Our Independent Director Nominees In addition to an exceptional management team, our board of directors will be integral to our selection process, business combination, and operating philosophy, among other things. Our board nominees combine an extensive history in the technology industry as a diverse group of executive operators and seasoned investors, and each of our director nominees brings depth of understanding and deep contacts in one or more of our target investment segments. Our board of directors upon the completion of this offering will include: Steven Alesio Steve has more than 30 years of experience leading, transforming, and investing in public and private companies. He is currently a board member of CDW Corporation (NASDAQ: CDW), Artius Acquisition (NASDAQ: AACQ) and Teaching Strategies, and previously served on the board of Alfresco Software. From 2010 to 2017, Steve served as an Operating Partner at Providence Equity Partners L.L.C., a global asset management firm. Prior to joining Providence Equity, Steve served in various senior leadership positions at Dun & Bradstreet (formerly NYSE: DNB) from 2001 to 2010, a provider of credit information on businesses and corporations. While there, he was appointed to both Chief Executive Officer and Chairman of the Board, holding those positions until his departure in 2010. Steve also spent 19 years with the American Express Company (NYSE: AXP), where he served in marketing and general management roles. Carol Bartz Carol has extensive experience leading complex global technology companies. While CEO of Yahoo! (formerly NASDAQ: YHOO) from 2009 to 2011, Carol modernized technology platforms, acquired companies for expansion, divested businesses for focus, ignited partnerships, cut costs, expanded margins and grew the consumer audience. Prior to Yahoo!, she transitioned after 14 years of successfully leading Autodesk, Inc. (NASDAQ: ADSK) as CEO to the Executive Chairman role. Earlier in her career Carol held several business leadership positions at Sun Microsystems (formerly NASDAQ: SUNW) as an executive officer of the company. Carol has served as Chairman of the Board of Caliva since 2018, which was acquired by Subversive Capital Acquisition Capital in the largest Cannabis SPAC to date in January 2021, launching The Parent Company, California s largest vertically integrated cannabis operation. Carol now serves on the board of The Parent Company, and has served on many other public company boards, including Intel (NASDAQ: INTC), Cisco Systems (NASDAQ: CSCO), Cadence Design Systems (NASDAQ: CDNS), Airtouch (formerly NASDAQ: ATCH), BEA Systems (formerly NASDAQ: BEAS), NetAPP (NASDAQ: NTAP) and the NYSE. Carol is known for her strong leadership style and is frequently featured as a prominent business leader in the tech industry, and more recently in the rapidly growing cannabis industry. Carl Bass Carl is a board member for public technology companies and has held multiple executive roles in the technology industry. Carl was the President and CEO of Autodesk, Inc. (NASDAQ: ADSK) from 2006 to 2017. He spent 24 years at Autodesk where he held a series of executive positions including chief technology officer and chief operating officer. A maker of professional 3D design software and consumer applications by trade, Carl has been credited with TABLE OF CONTENTS expanding Autodesk beyond its core AutoCAD software through acquisitions and new product developments and transitioning from 2D to 3D model-based design. Prior to Autodesk, Bass co-founded Ithaca Software and Buzzsaw.com (both acquired by Autodesk). Bass currently serves on the board of directors of leading technology companies like Zendesk (lead director, NYSE: ZEN), Box, Inc. (NYSE: BOX), Arris Composites, Built Robotics, Bright Machines, Formlabs, nTopology and Planet Labs. He also serves on the board of trustees of the California College of the Arts; and on the advisory boards of Cornell Computing and Information Science, UC Berkeley School of Information, and UC Berkeley College of Engineering. John Egan Jack is lead director at NetScout Systems (NASDAQ: NTCT), lead director at Verint (NASDAQ: VRNT), Chairman of the Board at Progress Software Corporation (NASDAQ: PRGS), and a board member at Trilio, Inc. Jack is the founding managing partner of Egan-Managed Capital, L.P. (founded January 1992), a Boston-based technology venture capital firm, as well as a managing partner of Carruth Associates since 1998. Jack was a member of the board of directors at EMC Corporation (formerly NYSE: EMC) from 1992 to 2016, and served as the Chairman of the M&A Committee and Finance Committee. Additionally, Jack was an executive at EMC from 1986 to 1998, where he held positions such as executive vice president of operations, executive vice president of products and offerings, and executive vice president of sales and marketing. Additionally, he was a former board member at VMWare (NYSE: VMW). James Heppelmann Jim is currently the president and CEO of PTC, Inc. (NASDAQ: PTC), responsible for driving the company s global business strategy and operations. Since his appointment to CEO in 2010, Jim has spear-headed PTC s thought leadership and development of its market-leading suite of technology including computer-aided design (CAD), product lifecycle management (PLM), the internet of things (IoT), and augmented reality (AR). Prior to PTC, Jim co-founded Windchill Technology in 1996 and, before that, was CTO at Metaphase Technology from 1992 to 1996. In addition to serving on PTC s Board of Directors, Jim is a member of the board of directors at SENSATA (NYSE: ST). Philip Pead Phil is a technology executive, advisor, and board member with over forty years of leadership experience in the healthcare IT and software industries and was the President and Chief Executive Officer of Progress Software Corporation (NASDAQ: PRGS) from 2012 to 2016. Phil also held other roles within Progress Software Corporation from 2011 to 2012, including Chairman of the Board and a Company Director. He was also former Chairman of the Board of Directors of Allscripts Healthcare Solutions, Inc. (NASDAQ: MDRX) from 2010 to 2012, President and Chief Executive Officer of Eclipsys Corporation from 2009 to 2010, and President and Chief Executive Officer of Per-Se Technologies Inc. from 2000 to 2007, and has been a managing partner of Beacon Point Partners LLC since 2007. Phil is a current board member of Change Healthcare (NASDAQ: CHNG) and Modernizing Medicine. Notwithstanding the foregoing, past performance of our management team and the members of and nominees for our board of directors is not a guarantee (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team or members of and nominees for our board of directors as indicative of our future performance. Additionally, in the course of their respective careers, members of our management team have been involved in businesses and transactions that were unsuccessful. Our management team and members of and nominees for our board of directors have limited prior experience in operating blank check companies or special purpose acquisition companies. For a list of our directors and executive officers and entities for which a conflict of interest may or does exist between such directors and executive officers and the company, please refer to Management Conflicts of Interest. Our Business Strategy Technology is Changing the Way We Live and Work We believe the impact of digital transformation, which is the use of technology to radically improve the performance or scale of businesses, will continue to grow as companies need to evolve their customer TABLE OF CONTENTS experience, operational processes, information technology ( IT ) infrastructures, and business models. In the last decade this transformation has grown increasingly complex, with a new slate of technological and competitive possibilities coming to market. Many of these technologies have become generally available to the market before companies completed transitioning to or mastering the technologies that came previously. With new advances, including artificial intelligence and machine learning, mobility, and cloud computing, the opportunity for technology companies serving these needs has never been greater, and we believe this trend will continue to generate significant value on a global scale. Amidst the technological innovations and the continued digitization of the economy brought about by digital transformation, legacy business models that fail to adapt will eventually cease to exist while innovators will be rewarded with outsized opportunities. Major technological shifts are happening across all sectors, changing the ecosystems of buyers and sellers and dis-intermediating entire industries out of existence. This and platform-led business models drive the creative destruction of traditional companies. Technology companies that create the greatest value are the ones that fundamentally change business value and business processes. Technology with clear value creation, rather than technology for technology s sake, will survive and thrive. Due to the current COVID-19 pandemic, IT leaders have been forced to reprioritize their strategic roadmaps and focus on investments in the rapid transformation of their enterprise quickly. The Opportunity We believe the driver of digital transformation is and will be concentrated in the large and growing enterprise software market. Gartner estimated that the enterprise software market grew 11.5% in 2019 to over $480 billion, confirming its status as the fastest growing IT macro segment and one of the most dynamic . According to CB Insights and Crunchbase data, as of January 2021, there are more than 525 private companies with a post-money valuation of $1 billion or above around the world, with almost half of these companies residing in the software sector (approximately 250 or about 47%). Among this list, 337 (64%) have a post-money valuation within $1 billion to $2 billion, which is our target size for an acquisition. The companies in our target sectors are addressing massive market opportunities both within enterprise software and in other technology segments that are rapidly undergoing digital transformation, with several sector examples including but not limited to horizontal and vertical enterprise application software, enterprise infrastructure software, HCIT, robotics/automation, fintech education technology, analytics and machine learning, security and games. In 2020, the global spending for horizontal enterprise application software was projected to reach $209 billion according to Gartner, the global spending for enterprise infrastructure software was projected to reach $284 billion according to Gartner, the end-user spending for the global HCIT market was projected to reach $92 billion according to IDC, the end user spending for the global education IT market was projected to reach $73 billion according to IDC, and the market-value for the global fintech market was projected to reach $122 billion according to the Business Research Company . This aggregate total addressable market of over $770 billion represents a sizeable pipeline for our effort. Also, importantly, we believe robotics and automation are changing the very nature of business intelligence and processing and will be of vital importance when we consider the nature of digital transformation. We believe this market to be robust and to be an area of focus for us. Global venture capital ( VC ) investment has increased rapidly over the past decade. According to data published by PitchBook, since 2010 venture capital deal activity in the United States has increased by 391%, from $31.8 billion in 2010 to $156.2 billion in 2020. Historically, VC investment has been spread widely, with over 32,000 companies receiving venture funding in 2019 alone, per Crunchbase News. However, according to PitchBook, from 2019 to 2020, the number of deals decreased 0.25%, while total deal value increased by 13.1%. In addition, a record 321 mega-deals closed in 2020 compared to just 46 in 2011. This trend highlights the increasing capital needs that private companies face, and the need for additional sources of capital aside from the historical VC investment source. Private equity ( PE ) investment has also scaled dramatically over the course of the past decade to meet this private company capital need, with key trends indicating an increase in technology investing, and an acceleration in investment from nontraditional investors (PE, sovereigns, corporates, hedge funds). According to PitchBook, U.S. private equity deal volume has increased from $279 billion in 2010 to an TABLE OF CONTENTS estimated $708 billion in 2020, representing a 154% increase. During this same period, information technology as a percentage of total private equity deal volume increased from 12% to 24% equating to a 317% increase in total information technology deal volume. These PE and nontraditional investors have shifted toward shorter hold times in an effort to realize faster liquidity, as these different profile investment capital sources seek investment realizations on different timetables (dictated by different investment models, underwriting criteria, and fund lives, among other factors). According to data published by PitchBook, the median holding time of private equity owned assets has continued to decline. Holding periods were down to 4.9 years at the beginning of 2020, the first sub-five-year median holding period since 2011, and down from a peak hold time of 6.2 years in 2014. Additionally, though median holding periods for private equity owned assets has remained relatively steady through 2020, long held assets (those with a holding period of seven years or greater) accounted for a diminished proportion of exit activity, further emphasizing the trend towards faster realizations. While private capital investing accelerated in recent times, between 2010 and 2019 an average of only 37 technology companies went public per year. This represents a 77% drop from an average of 159 technology companies that went public each year during the 1990s, according to data from Jay Ritter at the University of Florida. According to the same dataset, the average market capitalization calculated using all shares outstanding of a venture-backed IPO was approximately $540 million in 2010; it was $3.2 billion in 2019. Based on this, we believe fewer companies are able to access the regular IPO market, and far larger capital access is necessary when accessed. Additionally, we believe the gap left in public capital funding by this trend disproportionately effects enterprise value businesses between $1 billion and $2 billion, which is the target company base for Agile Growth Corp. Traditionally, there have been two paths available for private companies to achieve liquidity for their shareholders an initial public offering ( IPO ) or a sale of the company. While these paths are well understood, we believe the number of companies that would benefit from an IPO event exceeds the current pace of IPO activity. As the above data shows, over the past two decades, promising private technology companies have seen an uptick in capital investment VC, private equity, and non-traditional investor groups have all accelerated their investing in operating companies throughout the 2000s. This has resulted in more viable private companies, and more private companies that have increasing needs to access differentiated capital sources. However, these investments have come from various types of investors and at different stages of a company s growth timeline. Newer forms of private investment in technology companies (PE, sovereigns, corporates, and hedge funds) invest differently compared to the former angel and VC investors that dominated technology private company investing 20 plus years ago, due to fund dynamics, different underwriting criteria, and other factors. This capital structure dynamic blends investor hold timelines and liquidity preferences and muddles an appropriate strategy and structure to monetize an investment. We think this mismatch of investor type and holding preference presents an opportunity to alleviate the pressure on companies to go public while giving investors the opportunity to reach their liquidity goals. Regular way access to the public capital markets for private technology companies with respect to timing and liquidity availability to legacy shareholders is problematic given the above volume. To this end, we believe that special purpose acquisition companies ( SPACs ) are charting a new potential path for private technology companies to join the public markets and access extended capital sources. Since January 1, 2020, according to data screens of public filings, over 115 U.S. listed SPACs have successfully announced or completed a business combination (which includes the estimated number of SPACs with IPO sizes over $100 million that have announced or completed a business combination, as of January 31, 2021), and the share price of the SPACs that have completed a business combination (calculated from their date of the IPO to January 31, 2021, and assuming shares are offered at $10.00 per share at IPO) has increased approximately 62% on average from the date of their IPO, demonstrating to us that a SPAC can be a viable investment vehicles to create wealth for its stakeholders and the target company. Furthermore, an initial business combination with Agile Growth Corp. could provide a potential target company with benefits, including, we believe, a faster route to public markets with reduced management distraction (significantly decreases time to IPO), and could be a better option for upfront liquidity than a traditional IPO, with approximately 49% of SPAC business combinations providing upfront liquidity to selling shareholders since January 2020 versus traditional IPOs, of which, approximately 17% of traditional IPOs that have priced from January 1, 2020 to January 31, 2021 had a secondary component. We believe TABLE OF CONTENTS the additional benefits of a combination with Agile Growth Corp. include a currency for potential acquisitions and a valuable and collaborative partnership with our industry-leading management team and board of directors. Additionally, we believe the SPAC process provides institutional investors with the ability to better understand a company s business model and future business prospects due to the permitted disclosures and projections compared to a regular way IPO, so that the target company can be valued on the most accurate metrics with a longer-term outlook. According to McKinsey & Company, research strongly suggests that operators make a meaningful difference in SPAC performance. Specifically, this research shows that SPACs whose leadership has former C-suite operating experience have tended to outperform traditional IPOs, market indices, and investor-led SPACs. We believe our operator-led management team and board of directors presents an exceptional track-record of operations leadership across executive positions and is well-poised to deploy that experience throughout the target search process, due diligence, and operating of the combined company. In our view, the combination of speed to market, upfront liquidity to existing shareholders, company transparency and pricing certainty, coupled with the deep experience and mentorship from our management team and board of directors, presents a compelling reason for a private technology company to pursue a merger with us. We believe the current market dynamics noted above create an opportunity for us to explore an initial business combination with a target and help drive long-term return for all shareholders by leveraging our operational and financial experience. Nevertheless, there are inherent risks involved in investing in a SPAC. Please see Risk Factors for a discussion of these and other risks related to our business. An investment in a SPAC and the past performance of our management and board of directors does not indicate (i) success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team or members of our board of directors, or the performance of other SPACs, as indicative of our future performance. Our Mission While we will not be limited to a particular industry or geographic region, we plan to leverage our deep and extensive network of relationships across the technology industry to identify and complete a business combination with a software-driven technology company that complements the experience of our management team and board of directors, can benefit from our collective operational expertise, and can competitively capitalize on the influx of new investor capital and public market listing that our sponsorship brings. We seek to bring synergistic benefits to the acquired company by leveraging our management and board s domain expertise, proven track record in value creation for shareholders, differentiated attention to the massive roll-up opportunities in software, and deep personal and professional networks to help the company grow organically and via acquisitions. Optimizing the operations of technology companies: Our management team, board of directors and director nominees have hundreds of combined years as operators in the software space and a proven track record of improving the operating profile of what we view as some of the most impactful businesses in the technology industry. In this capacity, they have led transformations and improvements at the highest levels across the technology sector and we believe this valuable skillset and experience will prove to create value for the target company and its shareholders. The background of our management and board spans all elements of operations from sales to marketing to product management and development to finance. Ability to mentor and support exceptional executives: Our management team, board of directors and director nominees have served on numerous public and private boards within the technology sector. They have overseen acquisitions, driven global growth, improved operations, and navigated complex governance challenges while on these boards. Specifically, our board of directors and director nominees have been selected for their strong technology and software segment expertise, operational leadership experience, and maturity as it relates to public company board representation. We believe we represent a group of highly qualified and experienced executives that are qualified to sit on the target board of directors once it becomes a public company and that our management TABLE OF CONTENTS team and board of directors will bring the experience required to help guide a target company in its entrance into the public markets. Network access for target company: Our management and board have extensive commercial and professional networks given the length of careers each has enjoyed in the technology and software industry. Access to this network represents an opportunity for our target company in numerous industries from a go to market standpoint, with scaled and unscaled technology and industry business partners, and with future institutional investors as the target matures into a public company. Maximizing the value of becoming a publicly traded company: As a public company, we believe there are numerous benefits we hope to offer to our stakeholders. These potential benefits that we hope to offer include, but are not limited to, (i) greater liquid equity for the company s organic growth and accretive acquisitions, (ii) more visibility and stronger branding among the company s customers, (iii) improved access to debt and equity capital markets, and (iv) more tangible incentives for employee stock compensation, which can play a key role in attracting and retaining top talent in the technology industry. Business Combination Criteria Consistent with our business strategy, the following general criteria and guidelines have been identified as important in evaluating prospective target businesses. These criteria and guidelines will be used in evaluating acquisition opportunities. It is possible that we may decide to enter into an initial business combination with a target business that does not meet these criteria and guidelines. When candidate companies are being evaluated, we expect to use the following, non-exclusive criteria for determining opportunities, and intend to approach each target we consider through an intensive diligence process that combines our collective operational perspectives, coupled with a data analysis orientation that is less typical in strategic acquisitions and more typical in the world of private equity (some of our management s more recent experiences). Focus on technology, including software-enabled businesses driving digital transformation. Based on our management and board s experience, our belief is that we will have access to deal flow and a competitive advantage in negotiating a business combination with potential targets in the technology industry, and that our extensive experience and vast network of technology leaders provides us with a differentiated opportunity to source a target, validate a potential target s technology, consummate a business combination with the target and help sell the target s products and services into enterprise organizations. We intend to seek out a company that demonstrates value that has been either underestimated or undiscovered by the market based on our analysis. Growth at the core. The software market is home to many high growth companies benefitting from the increasing pace of digital transformation. Given the recent years of technology and software deal sourcing that some of our management team have been involved in, and the visibility into multiple software and technology segments that our board of directors have, we believe we can unearth a plethora of high-quality growth targets. Attractive total addressable market with potential for expansion. The technology sector is far reaching and its addressable market continues to encapsulate an expanding set of industries. We envision our total addressable market to be over $770 billion in the aggregate within the industries we will target such as horizontal and vertical enterprise application software, enterprise infrastructure software, HCIT, fintech, robotics/automation and education technology, as well as potential additional software and technology segments that may provide the opportunity to unlock the value of a private company and provide opportunities for an attractive risk-adjusted return to our shareholders, such as analytics and machine learning, security and games. We believe an attractive target has significant embedded and/or underexploited expansion opportunities that can address far-reaching segments of the technology market. This can be accomplished through a combination of accelerating organic growth or finding attractive add-on acquisition targets. Companies with dependable business models that have the potential to further improve their performance under our guidance. Our goal is to enter a combination with a company that generates revenue from recurring and predictable sources, such as subscription revenue or companies that TABLE OF CONTENTS utilize a low friction selling motion with efficient unit economics. This should help create a more predictable revenue stream and translate into greater visibility for projected financials. Other important business model dynamics, such as large TAMs supporting high new sales/bookings growth, high LTV to CAC ratios, high velocity sales motion that compliments an enterprise sales motion, high gross and net retention, world class gross margins, and high barriers to entry are some of the many key components we will be looking for. Differentiated technology solution. We fundamentally believe that a potential target must provide a differentiated technology that has optimal product-market fit. Additionally, we believe there is unrealized potential where a demonstrated capability has yet to be perfectly matched with an end market, blocking the target from realizing its true value. Our management and board are technically oriented executives, and are able to distinguish differentiated and undifferentiated technology solutions. Furthermore, we hope that management and board s vast end market experience and network will help to unlock our target s true technology value through better access to multiple untapped end markets. Inorganic opportunities. Our management and board of directors have presided over an extensive number of M&A deals as operators, board members and investors. In technology and software markets, inorganic growth is an important lever, but is best implemented by a company with the proper discipline and experience. If a company lacks the proper experience and discipline, this can result in a subtraction by addition scenario. We intend to complement the management team of our target with M&A experience, ideas, process knowledge and analysis, so as to take advantage of this very important growth lever. May benefit from capital market access. We will seek a target that may benefit from the use of additional capital to drive growth or from a public currency to complete follow-on acquisitions to drive organic and inorganic revenue growth. Additionally, the company we seek is expected to be well received by public investors thus allowing for extensive access to the public capital markets. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Potential Conflicts of Interest In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and key employees, document reviews and inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We will also utilize our management team s operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers, or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. TABLE OF CONTENTS Members of our management team or board of directors may directly or indirectly own our founder shares, ordinary shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Initial Business Combination So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business TABLE OF CONTENTS combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Other Considerations We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters. Our management team or board of directors is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Corporate Information Our executive offices are located at Riverside Center, 275 Grove Street, Suite 2-400, Newton, MA 02466, and our telephone number is (617) 663-5997. We maintain a corporate website at www.agilegrowthcorp.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage TABLE OF CONTENTS of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. TABLE OF CONTENTS The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 30,000,000 units (or 34,500,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one redeemable warrant. Proposed Nasdaq symbols Units: AGGRU Class A ordinary shares: AGGR Warrants: AGGRW Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Citigroup Global Markets Inc. and Jefferies LLC, the representatives of the underwriters, informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to TABLE OF CONTENTS provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 30,000,000(1) Ordinary shares: Number outstanding before this offering 8,625,000(2)(3) Number outstanding after this offering 37,500,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 6,066,667(1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 16,066,667(1) Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. (1) Assumes no exercise of the underwriters over-allotment option. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. (3) Includes 1,125,000 founder shares that are subject to forfeiture. (4) Includes 30,000,000 public shares and 7,500,000 founder shares, assuming 1,125,000 founder shares have been forfeited. TABLE OF CONTENTS Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities (as defined below) for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our TABLE OF CONTENTS commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. TABLE OF CONTENTS We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Shareholders Warrants ; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We TABLE OF CONTENTS will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Founder shares On January 23, 2021, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 8,625,000 Class B ordinary shares, par value $0.0001. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 1,125,000 founder shares are subject to forfeiture by the sponsor, depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they TABLE OF CONTENTS will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our sponsor s founder shares, we would need 11,250,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,875,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if we do not consummate an initial business combination, at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion TABLE OF CONTENTS of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. Election of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our shareholder meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 6,066,667 private placement warrants (or 6,666,667 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($9,100,000 in the aggregate or $10,000,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private TABLE OF CONTENTS Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (as defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $300,000,000, or $345,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $10,500,000 (or $12,075,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and TABLE OF CONTENTS then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.5% per year, we estimate the interest earned on the trust account will be approximately $1,500,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,600,000 in working capital after the payment of approximately $1,500,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred TABLE OF CONTENTS underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or TABLE OF CONTENTS if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Effecting Our Initial Business Combination Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, in cases where, among others, it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business TABLE OF CONTENTS combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceeds the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of TABLE OF CONTENTS association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our sponsor s founder shares, we would need 11,250,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,875,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such shareholder meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. TABLE OF CONTENTS In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration TABLE OF CONTENTS payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. TABLE OF CONTENTS Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for office space, administrative, support and consulting services provided to members of our management team or to us, in the amount of up to $40,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and TABLE OF CONTENTS repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. TABLE OF CONTENTS Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. Such risks include, but are not limited to: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The requirement that we consummate an initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public float of our shares of Class A ordinary shares or public warrants. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. TABLE OF CONTENTS Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. Our independent registered public accounting firm s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001842373_ldh_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001842373_ldh_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e7551b85a2d79233d17b7d483642f9fb846e32f3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001842373_ldh_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. Before investing, you should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Act are to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time; forward purchase agreement are to one or more agreements providing for the sale of forward purchase units to the forward purchase investor in a private placement that will close substantially concurrently with the closing of our initial business combination; forward purchase investor are to (i) LDH Sponsor LLC; forward purchase securities are to the forward purchase shares and forward purchase warrants; forward purchase shares are to the Class A ordinary shares included in the forward purchase units; forward purchase units are to the units to be issued to the forward purchase investor pursuant to the forward purchase agreement; forward purchase warrants are to the warrants to purchase our Class A ordinary shares included in the forward purchase units; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement before this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares upon our initial business combination or earlier at the option of the holders thereof; provided that such Class A ordinary shares issued upon any conversion of Class B ordinary shares will not be treated as public shares for any purpose); management or our management team are to our executive officers and directors (including our directors nominees who will become directors in connection with this offering s closing); ordinary resolution means a resolution of the Company adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with this offering s closing and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), but the term public shares specifically excludes all of our Class A ordinary shares that are issued upon conversion of our Class B ordinary shares; public shareholders are to the holders of our public shares, including our sponsor and management team to the extent that our sponsor and/or our management-team members buy public shares; and provided that our sponsor and/or management-team members will have the status of public shareholder(s) with respect to such public shares only; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in this offering or thereafter in the open market); SoftBank Latin America Fund are to SoftBank Latin America Fund L.P., an Ontario limited partnership; SoftBank are to SoftBank Group Corp., an affiliate of our sponsor; TABLE OF CONTENTS special resolution means a resolution of the Company adopted by the affirmative vote of at least a two-thirds (2/3) majority (or such higher threshold as specified in the company's amended and restated articles of association) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; sponsor are to LDH Sponsor LLC, a Delaware limited liability company and wholly-owned indirect subsidiary of SoftBank; and we, us, our, company, or our company are to LDH Growth Corp I, a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares, or as otherwise permitted by our amended and restated memorandum and articles of association, as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we specify otherwise in any particular instance, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. TABLE OF CONTENTS General Our Company We are a recently formed blank check company incorporated as a Cayman Islands exempted company on October 7, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We believe that we are now in the early years of a new stage of the information revolution, which will in time be viewed as being as significant a step forward in human history as the Industrial Revolution. The twin impacts of artificial intelligence ( AI ) and the global transition to the interconnection of everyday computing devices through the internet (usually referred to as the Internet of Things or IoT ) will, we believe, transform the world in which we live and fundamentally disrupt corporate business models for decades to come. As growth-oriented investors, our sponsor and its affiliates believe that this technological context offers a unique set of long-term investment opportunities with tremendous growth potential for patient investors. Our sponsor is an affiliate and a wholly owned indirect subsidiary of SoftBank. Led by its Chairman and CEO, Masayoshi Son, SoftBank has transitioned from primarily being a Japanese telecoms operator into a global asset manager focused on achieving sustainable growth through opportunistic investments in the world s leading technology companies. SoftBank s objective is to improve quality of life globally by accelerating the deployment of AI and breakthrough technologies. Over the last 18 months, we have seen significant growth in public market investors interest in top-quality companies operating in technology-enabled sectors in Latin American and Hispanic markets. We believe our global reach, regional investing and operating experience, and depth of expertise enables us to be a best-in-class partner for public investors looking to benefit from the growth of technology-enabled businesses in Latin American and Hispanic markets. To that end, we believe launching a blank check company now gives us the opportunity to maximize value for our investors by targeting a combination with a high-growth business operating in one of our focus areas. We intend to identify, acquire and manage a business in a technology-enabled sector where our management team has differentiated experience and insights. We intend to pursue opportunities with private, high-quality growth companies participating in the digital future of Latin American and Hispanic markets. Relevant sectors may include, but are not limited to, mobile communications technology, artificial intelligence, robotics, cloud technologies, software broadly, computational biology and other data-driven business models, semiconductors and other hardware, transportation technologies, consumer internet and financial technology. However, we may consummate a transaction with a business in a different or related industry. We will use our deep experience in sourcing, due diligence and investment execution to identify and complete a combination with an exceptional business. SoftBank Group Corp. Our sponsor is an affiliate of SoftBank. Founded in 1981, SoftBank is known for its deep expertise across telecommunications and technology businesses, including but not limited to: IoT, artificial intelligence, robotics, mobile applications and computing, communications infrastructure and telecoms, computational biology and other data-driven business models, cloud technologies and software, consumer internet businesses and financial technology. SoftBank has a proven track record of successfully investing in industry-leading growth companies, both from its balance sheet as well as via its affiliates such as the SoftBank Vision Funds and SoftBank Latin America Fund. Some of SoftBank s prior investments, including through its affiliates, include Alibaba Group, SoftBank Corp., Yahoo Japan, Arm Holdings, Sprint Corporation, SoFi, Cybereason, Lemonade Inc, Boston Dynamics, and many more. Globally, SoftBank has built a developed network of like-minded, world-leading entrepreneurs, managers, investors, and capital partners that are aligned with SoftBank s mission to advance the Information Revolution with technologies essential to the times. As an affiliate of our sponsor, SoftBank will be providing us with differentiated expertise as a result of its long-term partnerships with both public and private companies throughout their life cycles. Additionally, SoftBank s franchise strength brings capital, credibility, publicity, and institutional know-how to execute the transaction quickly. TABLE OF CONTENTS SoftBank s corporate philosophy comes with the wish that people around the world will lead happier, more fulfilling lives through the technology-empowered products and services its ecosystem provides. SoftBank Latin America Fund SoftBank established SoftBank Latin America Fund to invest in businesses in Latin America across industries which depend on technological development and breakthrough innovation, as well as industries serving large global markets that are being disrupted by technological advancements. Our Sponsor is managed by SBLA Advisers Corp., an investment adviser registered under Investment Advisers Act of 1940 (as amended). SBLA Advisers Corp. is the sole indirect shareholder of the Sponsor and manages SoftBank Latin America Fund. As of December 31, 2020, SoftBank Latin America Fund had invested over $2 billion across 20 portfolio companies, representing the largest growth and venture capital portfolio in the region. SoftBank Latin America Fund s portfolio companies utilize technology to transform a wide range of sectors including communications, consumer, education, enterprise software, fintech, health technology, real estate, and transportation and logistics. Some of SoftBank Latin America Fund s prior investments, including through its affiliates, include Rappi, Banco Inter, Kavak, Quinto Andar, Vtex, Gympass, Creditas, Loggi, Olist, and MadeiraMadeira. Our Management Team We believe that the experience of our management team will allow us to source, identify and execute an attractive transaction for our shareholders. Our management team is led by Marcelo Claure as Chairman and Chief Executive Officer ( CEO ), Michel Combes as President and director, Paulo Passoni as Managing Partner, Mwashuma (Shu) Nyatta as Managing Partner, and Christopher Cooper as Chief Financial Officer ( CFO ). Throughout their careers, our management team members have: Founded and operated companies, developing and executing strategies, building world class organizations and cultures Scaled organically and inorganically via transformative acquisitions and dispositions all around the world Led multi-billion-dollar institutional investment companies, such as Fortress and SoftBank Latin America Fund Navigated organizations through both macroeconomic and organizational crises Sourced, structured, and executed transactions, including those in debt and equity capital markets Built deep partnerships across industries and developed private and professional networks Marcelo Claure, the Chairman of our board of directors and our CEO, is an Executive Vice President and COO of SoftBank Group Corp. He oversees SoftBank's operations and strategy globally along with SoftBank s senior management, including CEO Masayoshi Son. Mr. Claure has served and continues to serve in several senior leadership roles including as Chairman of the Board of Fortress Investment Group, Director and Executive Chairman of WeWork, Director of Brightstar Corp., Director of T-Mobile US Inc. ( T-Mobile ), and Director of Arm Limited. Mr. Claure is the founder of Brightstar Corp. and was its CEO before its sale to SoftBank. He oversaw the merger of Sprint Corp. ( Sprint ) with T-Mobile US Inc., first as the CEO, and later as the Executive Chairman, of Sprint Corp. Mr. Claure holds a bachelor s degree of science in economics and finance from Bentley University. Michel Combes, our President and director, is the President of SoftBank Group International. He joined SoftBank Group International after successfully overseeing the merger of T-Mobile with Sprint, where Mr. Combes was the CEO. Mr. Combes has led a distinguished career marked by several successful transformations and combinations, with over 30 years of experience in the telecommunications and technology industries. He has served in several senior leadership roles, including as CEO and chief operating officer at Altice Group, and Chairman and CEO of SFR Group. Additional executive experience includes positions as CEO of Alcatel-Lucent, CEO of Vodafone Europe, Chairman and CEO of TDF Group, CFO and senior executive vice president of France Telecom, and Board Member of F5 Networks. Mr. Combes is a graduate of cole Polytechnique and T l com ParisTech, with a focus in engineering. Paulo Passoni, our Managing Partner, is a Managing Partner of the SoftBank Latin America Fund. He spent over seven years at Third Point LLC, as Managing Director of emerging markets focusing on Latin America across the capital structure. He was a founding member of Eton Park's special situation effort in Latin America where he TABLE OF CONTENTS sourced, executed and monitored private investments. Mr. Passoni started his career at Morgan Stanley in the investment banking division based out of S o Paulo. Mr. Passoni holds a joint degree in business from Harvard Business School (Baker Scholar) and in public policy from the John F. Kennedy School of Government. He obtained his undergraduate degree from Funda o Getulio Vargas in business in S o Paulo, Brazil (honors). Mwashuma (Shu) Nyatta, our Managing Partner, is a Managing Partner of the SoftBank Latin America Fund and the SB Opportunity Fund. He joined SoftBank in 2015 as a founding member of SoftBank s Silicon Valley investment team. He subsequently joined the SoftBank Vision Fund in 2017, also as a founding member, where he led investments in the US, Europe, India and China, across a variety of sectors. Prior to SoftBank, Mr. Nyatta was at JP Morgan and McKinsey & Co. Outside of board memberships for various Latin America Fund companies, Mr. Nyatta serves on the board of Lemonade (NYSE: LMND) and the global board of Endeavor. Mr. Nyatta has a bachelor s degree in economics from Harvard University and was a Rhodes Scholar at Oxford University. Christopher Cooper, our CFO, is the Chief Financial Officer of SoftBank Group International. Mr. Cooper is a seasoned senior finance executive with over 30 years of finance, M&A, fund and cross-border experience. Most recently, Mr. Cooper served as Global Chief Financial Officer and Chief Compliance Officer of Sequoia Capital where he led the firm's overall financial strategy and global administrative activities, including multiple fundraisings. Mr. Cooper holds a bachelor s degree in business administration and a master s degree in accounting from the Ross School of Business at the University of Michigan. Our Independent Director Nominees Our efforts to seek a suitable business combination target will be complemented and augmented by the expertise and network of relationships of our directors, who each has extensive experience in business and financial matters. Michelle Kerrick will serve as an independent director on the board of directors of the Company and as Chair of the Audit Committee. Ms. Kerrick is a Board member for HydraFacial, an FDA registered manufacturer of advanced aesthetic consumer products and technologies. She also serves on the board of a publicly traded REIT, American Homes 4 Rent. Ms. Kerrick is an accomplished leader, with 35 years of diverse management and executive leadership experience at Deloitte, where she was a firm partner until September 2020. Ms. Kerrick has been a trusted advisor to Fortune 500 C-suite executives, corporate boards and audit committees across a broad set of industries. She brings experience in the areas of financial and strategic planning, operational effectiveness and digital transformation. She also has a strong background in corporate governance and is qualified to serve as a financial expert. Ms. Kerrick received her bachelors degree in accountancy from Northern Arizona University. Annette Franqui will serve as an independent director of the board of directors of the Company and as Chair of the Nominating Committee. Ms. Franqui is the Board Chair of the AARP, one of the largest non-profit organizations in the U.S., as well as Chair of its Board Governance Committee and Compensation Committee. Ms. Franqui is also a founding partner, President and Chief Investment Officer ( CIO ) of Forrestal Capital, a business and investment advisory firm formed in 2003 to service the original Latin American founding families of Panamerican Beverages ( Panamco ). She serves on the board of various private companies in Latin America, the US and Europe as well as Arcos Dorados, a NYSE-listed company that is the largest operator of McDonald s restaurants in Latin America and the Caribbean and its largest franchisee in terms of system-wide sales and number of restaurants. Previously, she served as Chief Financial Officer of NYSE-listed Panamco, until its sale in 2003 and spent 15 years in various roles in the financial industry, including as Managing Director at JP Morgan Chase and in other senior roles at Goldman Sachs. Ms. Franqui holds a bachelor s degree in Economics from the Wharton School of the University of Pennsylvania, an MBA from the Stanford University Graduate School of Business and is a CFA charter holder. Patricia Wexler will serve as an independent director on the board of directors of the Company and as Chair of the Compensation Committee. Ms. Wexler is co-founder and Managing Director of Starlight Ventures, an early-stage venture fund based out of Florida. Previously she ran Tembo Capital, the private investment arm of a family office, and before that she was a Principal at Elevation Partners, a private equity fund focused on media and technology. Prior to that, she ran the global business development team for Locaweb, Brazil s leading webhosting provider. Prior to joining Locaweb, Ms. Wexler was a Manager in the Strategic Planning group at The Walt Disney Company. She began her business career with management consulting and investment banking experience across Latin America at BCG and DLJ, respectively. Ms. Wexler graduated cum laude from Simon Bolivar University with an MSc in Manufacturing Engineering, and she received an MBA from Harvard Business School, where she was a Baker Scholar. TABLE OF CONTENTS Our Forward Purchase Agreement and Committed Capital We believe our ability to complete our initial business combination will be enhanced by the certainty of financial commitment we can demonstrate through our forward purchase agreement. We intend to enter into a forward purchase agreement with our sponsor (in this context, the forward purchase investor), under which the forward purchase investor will agree to purchase in the aggregate, up to $50 million of forward purchase units at the option of our sponsor. Each forward purchase unit will consist of one Class A ordinary share, or a forward purchase share, and one-fifth of one warrant to purchase one Class A ordinary share, or a forward purchase warrant, at a purchase price of $10.00 per unit, and will be sold in a private placement concurrently with the closing of our initial business combination. The terms of the forward purchase shares will generally be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will have registration rights and be subject to certain transfer restrictions, as described herein. The terms of the forward purchase warrants will generally be identical to the private placement warrants, including for the purposes of redemption, as described herein. We believe this meaningful capital commitment from our forward purchase investor will make us more attractive to a potential business combination target and help us attract growth-oriented investors. While our forward purchase investor is not contractually obligated to do so, it may elect to invest additional capital through the purchase of additional Class A ordinary shares or other equity or debt securities to support any business combination we pursue. Our Business Strategy Our business strategy is to create value for our shareholders by leveraging SoftBank s extraordinary investing franchise. We believe that few other investment vehicles in the world can rival SoftBank s franchise strength, which brings: (i) Masayoshi Son s 40 years of experience investing, operating and capitalizing upon the shifting technology landscape; (ii) the diverse expertise of our investment and operations professionals; (iii) our broad partnerships with third-party institutional capital providers; (iv) the credibility and expertise of our growth-stage portfolio companies; and (v) publicity and name recognition. Our goal is to collaborate with a company that is fundamentally healthy and poised for disruption. Our focus will be on technology enabled businesses in Latin American and Hispanic markets. We will seek to work with a potential acquisition candidate to access the capital markets, attract top-tier management talent, and execute a value-creation business plan to help the company continue to grow into the next phase of its life cycle. We expect to combine with a business whose overall value is expected to be greater than $1.0 billion. Our differentiated investment approach is defined by our ability to: Leverage SoftBank Latin America Fund s and SoftBank s ecosystem. We have access to a broad range of compelling technology investment opportunities through the broad international presence and deep local networks of SoftBank Latin America Fund and the wider SoftBank group. The SoftBank Latin America Fund has access to a unique ecosystem of growth and venture stage companies that the SoftBank Latin America Fund has invested in, as well as leading companies within the wider SoftBank network such as Alibaba, Arm, and SoftBank Corp. As the leading growth and venture capital provider globally and in Latin America, SoftBank has relationships with leading technology and telecommunications companies across the world via control and non-control investments as well as strategic partnerships. This portfolio represents one of the world s largest networks of innovative businesses. We believe our access to this network provides us best-in-class sourcing capabilities and differentiates us in pursuing a business combination. Provide local insight and global expertise. We intend to utilize the access provided by our sponsor to SoftBank Latin America Fund s investing teams as a sourcing channel. SoftBank Latin America Fund and its affiliates collectively employ more than 25 investment professionals located in the United States, Brazil and Mexico. By accessing this large global pool of investment professionals and operational specialists with deep sector knowledge, we believe that we can provide global resources as well as detailed knowledge of local markets and operating conditions to help target businesses know when, where, and how to grow. TABLE OF CONTENTS Facilitate partnerships. We believe that any business that we pursue a combination with can benefit from our access to SoftBank Latin America Fund s broad array of relationships. Our management team has deep relationships across the global financial and growth investing sectors and can facilitate partnerships with institutional capital providers, marketing service providers and other top-tier advisers, while also bringing considerable in-house knowledge. Offer bespoke support and operational synergies. We seek to help businesses grow thoughtfully, by providing access to targeted expertise across a wide variety of mission-critical activities, from optimizing a balance sheet to global expansion, and everything in between. We believe that in most cases this approach leads to greater value creation over the long term, particularly when matched with a rigorous understanding of the company s unit economics. We can provide a target business with access to SoftBank Latin America Fund s Operating Group, which consists of industry veterans and sector specialists with decades of expertise scaling businesses across a variety of sectors including enterprise software, artificial intelligence, technology-enabled transportation services and life sciences. The Operating Group works closely with the management teams of portfolio companies of the SoftBank Latin America Fund, enabling transformational growth by providing them with a readily available source of experience and strategic advice. We intend to make available the full range of the Operating Group s resources to the businesses with which we combine. Our Acquisition Criteria We have identified the following general criteria and guidelines which we believe are important in evaluating prospective target businesses. Consistent with our business strategy, we plan to identify high-quality businesses run by exceptional management teams pursuing large market opportunities focused on Latin America and Hispanic populations. We may decide, however, to enter into our initial business combination with one or more target businesses that does not meet these criteria and guidelines. We will seek an investment opportunity broadly across the technology landscape, pursuing industries which depend on technology development and breakthrough innovation, as well as industries serving large global markets that are being disrupted by technological advancements. Following the initial business combination, we expect to collaborate with management on a number of initiatives, including, but not limited to, navigating the public markets, mergers and acquisitions, capital allocation, talent acquisition, and broadening their network of potential partners and customers. Our acquisition criteria for target businesses will not be constrained by sector or geography, but will be based upon the following principles: Large market opportunity. We will prioritize our focus on investments in large and growing industries. We believe a clear runway for growth is one of the core tenets of our investment criteria. Our teams closely study a company s potential total addressable market in order to calibrate the future potential size of a business. Competitive Differentiation. We look to partner with companies that have or are in the process of building competitive advantages. We study and diligence these competitive factors closely as they ultimately influence a company s ability to produce sustainable cash flows over time. Value propositions strengthened by technology. We will seek to identify companies leveraging technology and data to deliver superior value to its customers. Sustainable growth with proven unit economics. We will aim to invest in companies with scalable models and a clear path to profitability. We closely evaluate a company s unit economics in order to understand a company s potential future margins and return on invested capital profile. Visionary founders and strong management teams. We will look for ambitious founders with a clear vision and a deep understanding of their customer, markets, and are supported by world-class management teams who are capable of scaling a global business with the support of our capital and knowledge resources. The criteria set forth are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. TABLE OF CONTENTS Our Acquisition Process In evaluating a prospective initial business combination, we expect to conduct a thorough diligence review to determine a company s quality and intrinsic value. Our review process may include, among other things, detailed document reviews, financial analysis, technology reviews, management meetings, consultations with customers, competitors and industry experts as well as review of other information that will be made available to us. We are not prohibited from pursuing an initial business combination with a company that is affiliated with SoftBank, SoftBank Latin America Fund, our sponsor, officers or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view. Moreover, we may, at our option, pursue an affiliated joint acquisition opportunity with an entity affiliated with SoftBank and/or one or more investors in funds managed by SoftBank. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such parties. Members of our management team and our board may directly or indirectly own our securities following this offering, and accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific targets for an initial business combination selected. Our officers and directors have not contacted nor had any discussions with possible target businesses in which they directly or indirectly proposed or encouraged a potential target to consider a possible combination with us. Certain of our officers and directors are employed by or affiliated with SoftBank and/or the SoftBank Latin America Fund. These entities are continuously made aware of potential investment opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to a business combination transaction with any prospective target business. Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to complete our initial business combination. Our sponsor, our officers and directors may sponsor or form other blank check companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, SoftBank, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. In addition, our sponsor, officers, and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. An investment in us is not an investment in SoftBank, SoftBank Latin America Fund or any fund or other investment vehicle of SoftBank or SoftBank Latin America Fund. The past performance of SoftBank, SoftBank Latin America Fund, our management team or their respective affiliates, is not a guarantee of success with respect to a business combination that may be completed or the ability to successfully identify a suitable candidate for our initial business combination. You should not rely on the historical record of SoftBank, SoftBank Latin America Fund, management or their respective affiliates as indicative of the company s future performance. See Risk Factors Past performance by SoftBank, SoftBank Latin America Fund, our management team or their respective affiliates may not be indicative of future performance of an investment in us. TABLE OF CONTENTS Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or from an independent accounting firm, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports TABLE OF CONTENTS and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the end of the prior fiscal year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equalled or exceeded $250 million as of the prior June 30, or (2) our annual revenues equalled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equalled or exceeded $700 million as of the prior June 30. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. Our executive offices are located at 600 Brickell Avenue, Suite 2650, Miami, Florida 33138. We maintain a corporate website at . TABLE OF CONTENTS The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 20,000,000 units (or 23,000,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-fifth of one redeemable warrant. Nasdaq symbols Units: LDHAU Class A ordinary shares: LDHA Warrants: LDHAW Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Citigroup Global Markets Inc. and J.P. Morgan Securities LLC inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. TABLE OF CONTENTS Units: Number outstanding before this offering 0 Number outstanding after this offering 20,000,000(1) Ordinary shares: Number outstanding before this offering 5,750,000(2)(3) Number outstanding after this offering 25,000,000(1)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,866,667(1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 8,866,667(1) Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-fifth of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies, which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. The forward purchase warrants will be exercisable on the same terms as the warrants offered as part of the units. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities, excluding the forward purchase securities, for capital raising purposes in connection with the closing of our initial business combination (excluding any forward purchase securities) at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued (1) Assumes no exercise of the underwriters over-allotment option. (2) Includes 750,000 founder shares that are subject to forfeiture. (3) Founder shares are currently classified as Class B ordinary shares, which will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. (4) Includes 20,000,000 public shares and 5,000,000 founder shares. TABLE OF CONTENTS Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable TABLE OF CONTENTS upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants and forward purchase warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ) for any TABLE OF CONTENTS 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants or the forward purchase warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants (but not the private placement warrants and forward purchase warrants): in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Shareholders Warrants ; and if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ) for any 20 trading days within the 30 trading day period ending three trading days before we send the notice of redemption to the warrant holders. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of TABLE OF CONTENTS redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Forward Purchase Agreement In connection with the consummation of this offering, we intend to enter into a forward purchase agreement pursuant to which LDH Sponsor LLC will agree to subscribe for up to an aggregate of 5,000,000 forward purchase units, consisting of one Class A ordinary share, or a forward purchase share, and one-fifth of one warrant to purchase one Class A ordinary share, or a forward purchase warrant, for $10.00 per unit, or up to $50,000,000 in the aggregate at the election of our sponsor, in a private placement to close substantially concurrently with the closing of our initial business combination. We, the sponsor and the forward purchase investor may determine, by mutual agreement, to increase the number of additional forward purchase units at any time prior to our initial business combination. The obligations under the forward purchase agreement do not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities will be issued only in connection with the closing of the initial business combination. The proceeds from the sale of forward purchase units may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. Founder shares On January 15, 2021, we entered into a subscription agreement with the sponsor pursuant to which the sponsor paid $25,000, to cover certain of our offering and formation costs in consideration for the issuance of 7,187,500 Class B ordinary shares, par value $0.0001, and subsequently surrendered for no consideration 1,437,500 Class B ordinary shares, par value $0.0001, on January 21, 2021 to leave a balance of 5,750,000 Class B ordinary shares acquired following such surrender at a price of approximately $0.004 per share. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. On February 1, 2021, our sponsor transferred 30,000 Class B TABLE OF CONTENTS ordinary shares to each of our independent directors. These shares shall not be subject to forfeiture in the event the underwriters overallotment option is not exercised. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 750,000 founder shares are subject to forfeiture by the sponsor, depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, our independent directors, and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any extended time that we have to consummate a business combination beyond 24 months as a result of a shareholder TABLE OF CONTENTS vote to amend our amended and restated memorandum and articles of association (an Extension Period ) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 7,500,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,250,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 20,000,000 public shares sold in this offering (inclusive of any shares underlying the units purchased by employees of SoftBank and its affiliates through the directed unit program) to be voted in favor of an initial business combination in order to have our initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares and forward purchase shares Except as described herein, our sponsor and our directors and executive officers and the forward purchase investor has agreed not to transfer, assign or sell any of their founder shares and the forward purchase investor has agreed not to transfer, assign or sell any of its forward purchase shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our TABLE OF CONTENTS initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, the holders of such Class A ordinary shares delivered upon conversion having agreed not to exercise any redemption rights and to waive their rights to liquidating distributions if we do not consummate an initial business combination, at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding the forward purchase securities and any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares, or as otherwise permitted by our amended and restated memorandum and articles of association, as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. TABLE OF CONTENTS Election of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. In addition, in a vote to continue the Company in a jurisdiction outside the Cayman Islands (including any ancillary votes or approvals required in connection with any such continuation to another jurisdiction including, but not limited to, the approval of the organizational documents of the Company in such other jurisdiction), which requires the approval of at least two thirds of the votes of all ordinary shares, holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share and, as a result, our initial shareholders will be able to approve any such proposal without the vote of any other shareholder. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution, which shall include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 4,866,667 private placement warrants (or 5,266,667 private placement warrants if the underwriters overallotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($7,300,000 in the aggregate or $7,900,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. TABLE OF CONTENTS Transfer restrictions on private placement warrants and the forward purchase warrants The private placement warrants and the forward purchase warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants and the forward purchase warrants) will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares, Private Placement Warrants and Forward Purchase Securities. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Proceeds to be held in trust account Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000, or $230,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $7,000,000 (or $8,050,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering TABLE OF CONTENTS and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.01% per year, we estimate the interest earned on the trust account will be approximately $20,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $2,300,000 in non-reimbursed expenses relating to this offering; and TABLE OF CONTENTS any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. We may structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, including an affiliated joint acquisition. However, we will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based TABLE OF CONTENTS on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a TABLE OF CONTENTS closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor, our independent directors, and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination, and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. TABLE OF CONTENTS Limitations on redemptions Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. TABLE OF CONTENTS If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 7,500,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,250,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 20,000,000 public shares sold in this offering (inclusive of any shares underlying the units purchased by employees of SoftBank and its affiliates through the directed unit program) to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. TABLE OF CONTENTS In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. TABLE OF CONTENTS Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust TABLE OF CONTENTS account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). Our sponsor, our independent directors, and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. TABLE OF CONTENTS Our amended and restated memorandum and articles of association provide that, if a resolution of the company s shareholders is passed pursuant to the Companies Act of the Cayman Islands to commence the voluntary liquidation of the company, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in the amount of $10,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. TABLE OF CONTENTS Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Directed Unit Program At our request, the underwriters have reserved for sale, at the initial public offering price, up to 20% (4,000,000 units or 4,600,000, assuming full exercise of the underwriters over-allotment option) of our units being offered in this offering for sale to employees of SoftBank and its affiliates. We do not currently know the extent to which these related persons will participate in our directed unit program, if at all. We will offer these units to the extent permitted under applicable regulations. See Underwriting . Conflicts of Interests Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law or any other relevant fiduciary obligations, he or she may need to honor such fiduciary or contractual obligations by presenting such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the maximum extent permitted by law, we renounce our interest in any business combination opportunity offered to any founder, director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. TABLE OF CONTENTS Risks We are a recently incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY Some of the statements contained in this prospectus may constitute forward-looking statements for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipate, believe, continue, could, estimate, expect, intends, may, might, plan, possible, potential, predict, project, should, would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors: our being a recently incorporated company with no operating history or revenues; our ability to select an appropriate target business or businesses; our ability to complete our initial business combination; our expectations around the performance of the prospective target business or businesses; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; the proceeds of the forward purchase units being available to us; our potential ability to obtain additional financing to complete our initial business combination; our pool of prospective target businesses; our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic; the ability of our officers and directors to generate a number of potential business combination opportunities; our public securities potential liquidity and trading; the lack of a market for our securities; the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; the trust account not being subject to claims of third parties; TABLE OF CONTENTS our financial performance following this offering; and the other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001842428_altitude_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001842428_altitude_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7bc518f1b78bc27ec13f75ce5effc940dd859faf
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001842428_altitude_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to Altitude Acquisition Corp. II, a Delaware corporation; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; founder shares are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors; directors are to our current directors and director nominees; common stock are to our Class A common stock and our Class B common stock; public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; and sponsor are to Altitude Acquisition Holdco LLC II, a Delaware limited liability company. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. GENERAL We are a blank check company newly incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target with respect to an initial business combination with us. OVERVIEW We intend to focus our efforts on identifying a prospective target business with either all or a substantial portion of its activities around the globe. We intend to focus on travel, travel technology and travel-related businesses with an enterprise value of $1 billion or more with either business-to-business ( B2B ) or business-to-consumer ( B2C ) focuses, that have compelling growth opportunities with strong underlying demand drivers which include travel-related platforms including, but not limited to, fintech for travel payment and reimbursements; online travel agents and travel booking engines; revenue, payment and expense management services; travel management companies; airline services; alternative accommodation; mobile-based travel solutions and the sharing economy 1 Table of Contents in travel. We expect that these target companies will have characteristics appropriate for public companies. As we focus our efforts on identifying a prospective target company or business, we will seek to capitalize on the multiple decades of combined investment and operational experience and deep relationship networks of our founders, Gavin Isaacs, Thomas Breitling and Gary Teplis. However, we do not intend to target entities associated with the founders such as Teplis Travel Service, L.P., SBTech Limited or DraftKings, Inc. Notwithstanding the foregoing, our efforts on identifying a prospective target company or business will not be limited to a specific industry or geographic region. Travel and tourism directly contributed approximately $2.9 trillion to global GDP in 2019, according to Statista. Prior to the COVID-19 pandemic, the travel industry was one of the largest and fastest growing economic sectors in the world. In 2019, $1.7 trillion was spent on travel globally according to Phocuswright research and is expected to resume once COVID-19 dislocation subsides. We believe that the COVID-19 pandemic has created a temporary market dislocation for many travel, travel technology and travel-related businesses, adversely affecting the ability of privately-held companies and business divisions in these sectors to access public markets through traditional initial public offerings, as well as the ability of public companies to effectuate spin-offs to refocus on their core operations. As such, the travel industry has been among the largest segments for private investment. Travel management and arrangements, alternative accommodations, ticketing and reservation services, as well as the respective revenue and expense management tech stacks are highly fragmented. We believe that the leading platform companies can scale organically and consolidate undercapitalized business amid COVID-19. Massive investment into the space has created potential industry disruptors which was positioned to succeed when the travel market recovers. According to data from Lufthansa Innovation Lab, venture capital funding into travel and mobility companies reached new heights in 2018 raising $43.1 billion. The travel industry has limited SPAC participants despite numerous high-quality and sizable targets. We believe there are many potential targets within the travel space that are attractive acquisition opportunities and positioned to deliver substantial value to stockholders in the public markets due to strong public equity investor demand amid the post-COVID-19 recovery. OUR MANAGEMENT TEAM Our leadership team consists of experienced operators, with deep experience managing companies, creating synergistic business combinations and driving operating profit growth through optimizing operations. Collectively, our leadership team possess a wide-ranging set of competencies, including public market experience, corporate finance and analysis and has an extensive track record of delivering growth and value creation. Our leadership team has a long and successful history of working together in different capacities and in closing transactions. Our Non-Executive Chairman Nominee, Gavin Isaacs, who will serve in the role following the completion of this offering, has a proven track record of success in running public companies as well as in leading company combinations and driving strong growth. Mr. Isaacs currently serves as a Director of DraftKings, Inc., and is on the Board of Directors of Galaxy Gaming Ltd. and acts as Non-Executive Chairman of Altitude Acquisition Corp. Mr. Isaacs is also an advisor to Jackpocket, an online lottery app. Mr. Isaacs was recently the Non-Executive Chairman of SBTech Limited, a leader in sports betting technology. In 2020, SBTech Limited merged with Diamond Eagle Acquisition Corp. and DraftKings Inc. Previously, Mr. Isaacs served in numerous leadership capacities for Scientific Games Corp. ( Sci Games ), including serving as the President and Chief Executive Officer of Sci Games from 2014 to 2016, serving as a member of the Board of Directors of Sci Games from 2014 and serving as the Vice Chairman of the Board of Directors of Sci Games from 2016 until his resignation in 2018. As a member of the leadership team at Sci Games, Mr. Isaacs was an integral part of the key strategic shifts made by the company during his tenure. Mr. Isaacs was instrumental in Sci Games $5.1 billion acquisition of Bally Technologies in 2014. Mr. Isaacs also actively supported business development and customer relationships at Sci Games through a strong partnership with the company s internal teams. At Sci Games, whose 2016 revenue was approximately $2.9 billion, Mr. Isaacs was instrumental in creating a leading gaming and lottery entertainment company that operated under a portfolio of successful brands, including Bally, Barcrest, Global Draw, SG Lottery, SG Digital, Shuffle Master, and WMS. Prior to joining Sci Games in 2014, Mr. Isaacs served for three years as the Chief Executive Officer of SHFL Entertainment Inc. ( SHFL ) from 2011 to 2013, where he grew the company to record revenues, globally expanded the slot business, and created meaningful opportunities in specialty table-game brands both in brick-and-mortar casinos and online. 2 Table of Contents Prior to joining SHFL, Mr. Isaacs served as Executive Vice President and Chief Operating Officer of Bally Technologies Inc. ( Bally ), where he oversaw the rollout of the company s new slot platform and sophisticated new slot cabinet family and was responsible for double-digit growth of participation revenue, as well as the company s re-entrance into the Australia market. Prior to joining Bally, Mr. Isaacs served for nearly eight years with Aristocrat Leisure Limited. Prior to that, he served three years as a partner with the Australia law firm DLA Phillips Fox. Our Vice Chairman Nominee, Thomas Breitling, who will serve in the role following the completion of this offering, has spent his career building, operating, and investing in travel related businesses in both privately-held and publicly-traded companies. Mr. Breitling co-founded Travelscape.com which revolutionized hotel and vacation package reservations in the travel industry. Travelscape.com was a consumer-direct online travel wholesaler serving popular destination markets across the United States, including Las Vegas, Orlando, New York, San Francisco, and Hawaii. Travelscape.com offered low prices on a variety of accommodation and transportation alternatives. Mr. Breitling capitalized on the growth of Las Vegas as a destination, the hospitality industry and the internet and propelled Travelscape.com sales to over $100 million in 1999. In 2000, he oversaw the acquisition of Travelscape.com by Expedia Holdings in a deal valued at more than a $95 million. After the transaction, Mr. Breitling served as a member of the Board of Directors of Expedia Holdings in 2002 and 2003. In 2004, together with a partner, Mr. Breitling completed the acquisition of both the Golden Nugget Las Vegas Hotel and Casino and the Golden Nugget Laughlin Hotel and Casino (together the Golden Nugget ) for $215 million. Mr. Breitling s unique style of operation later became the subject of the Fox TV reality show, The Casino and won him international fame. In 2005, Mr. Breitling sold the Golden Nugget to Landry s Restaurant Inc. for approximately $340 million. Mr. Breitling also served as Senior Vice President of Strategy and Development at the Wynn Resorts from 2008 to 2010. Mr. Breitling also co-founded Trifecta Hospitality in 2018. He currently serves as Vice Chairman of the Board of Directors of Altitude Acquisition Corp. Our President, Chief Executive Officer and Director, Gary Teplis, has been in the travel industry for approximately 35 years, working to build Teplis Travel into a top 25 Travel Management Company ( TMC ) in the country. Mr. Teplis currently serves as Chief Executive Officer of Teplis Travel. He also serves as President and Chief Executive Officer of and on the Boards of Directors of Altitude Acquisition Corp. Teplis Travel, founded in 1972, is a world-class TMC servicing over 200 corporate clients worldwide. As an affiliate of the Frosch Global Travel Network, Teplis Travel operates globally across 6 continents, with 23 Centers of Excellence and local in-country currency and ticketing in over 50 countries. Teplis Travel is also part of the Signature Travel Network, a member-owned travel cooperative of over 290 leading U.S. retail travel agencies with $7 billion in travel buying power. Since Mr. Teplis became CEO in 2010, Teplis Travel has grown annual gross revenues by almost 56% through the end of fiscal year 2019. In addition, Mr. Teplis has been an active public equity, private-equity and angel investor in a multitude of industries for many years. Mr. Teplis was a lead investor in Travelscape.com. We are confident that the combined experience of our management team makes us well situated to identify, source, negotiate and execute an initial business combination with an attractive company or business in the travel and travel technology sectors. Acquisition opportunities will be sourced from our founders operating network of executives, investors, and advisors. Our founders will employ a disciplined and highly selective process and expect to add value to a target company through add-on acquisitions, capital structure optimization and operational improvements. We believe that our management team is well positioned to identify attractive business combination opportunities with a compelling industry backdrop and an opportunity for transformational growth. Our objectives are to generate attractive returns for our stockholders and enhance value through improving operational performance of the acquired company. We expect to favor potential target companies with certain industry and business characteristics. Key industry characteristics include compelling long-term growth prospects, attractive competitive dynamics, consolidation opportunities, the ability to disrupt the incumbent operators, and the ability to advance its best-in-class technology to create operating efficiencies for its customers. Key business characteristics include high barriers to entry, significant streams of recurring revenue with low customer churn, opportunity for operational improvement, attractive steady-state margins, high incremental margins when operating at scale, low capital intensity, and ability to generate free cash flow. 3 Table of Contents With respect to the above, past experience or performance of our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of future performance. Our management team and their respective affiliates have been involved with many public and private companies in addition to those identified above, not all of which have achieved similar performance levels. See Risk Factors Past performance by our management team may not be indicative of future performance of an investment in us. For a complete list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. For more information on the experience and background of our management team, see the section entitled Management. BUSINESS STRATEGY We believe our leadership team s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial business combination targets. Over the course of their careers, the members of our management team and our directors and advisors have developed a broad network of contacts and corporate relationships around the world, which includes private equity firms, venture capitalists and entrepreneurs. This network has continued to grow: (1) through the activities of our leadership team, including sourcing, acquiring and financing businesses, (2) through the reputation of our leadership team for integrity and fair dealing with sellers, financing sources and target management teams, and (3) through the experience of our leadership team in executing transactions under varying economic and financial market conditions. In addition, members of our leadership team have developed contacts derived directly from serving on the boards of directors of several public and private companies. This network has provided our leadership team with a flow of referrals, which in the past has resulted in transactions which were proprietary or where a limited group of investors were invited to participate in the process. We believe that this network will provide us with multiple business combination opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention by various unaffiliated sources, including participants in our targeted markets and their advisors, private equity funds and large business enterprises seeking to divest non-core assets or divisions. This network has been developed through our leadership team s demonstrated success both investing in and operating businesses across a variety of industries, developing a distinctive combination of capabilities including: a track record of creating and growing large scale platforms in the public markets; extensive M&A experience, including driving transformational transactions; the ability to enhance and advise management teams as they transition from private to public markets; experience driving capital allocation decisions at the corporate level; understanding of public market performance and requirements; history of sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses; deep relationships with sellers, financing providers and target management teams; and an extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies with transition to public ownership. Upon completion of this offering, our leadership team will communicate with their network of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. 4 Table of Contents ACQUISITION CRITERIA Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that we believe: operate in attractive markets and sectors; are fundamentally sound, without excessive financial leverage, and can unlock and enhance stockholder value through a combination with us, thereby offering attractive risk-adjusted returns for our stockholders; have transformative business models and strong management teams with a proven track record of driving revenue growth, enhancing operating margins and creating stockholder value; have a recognized brand within the travel industry, either in B2B or B2C travel and technology universe; have significant runway for growth and are positioned to take substantial market share during the post COVID-19 recovery growth opportunity; have a history of, or potential for, free cash flow generation, with a scalable business model with predictable and recurring revenue streams; have a low capital intensity model, that can grow both organically and, where we believe our ability to source proprietary opportunities and execute transactions will help the business grow, through acquisitions; have a leading or niche market position that demonstrates advantages when compared to their competitors and the potential to disrupt incumbents in their markets, which may help to create barriers to entry against new competitors; and can benefit from being a publicly traded company, with access to broader capital markets, to achieve the company s growth strategy. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. OUR ACQUISITION PROCESS In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial, operational, legal and other information about the target and its industry. We will also utilize our management team s operational and capital structuring experience. Each of our directors and officers will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. 5 Table of Contents Further, such directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination. Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such officer s and director s fiduciary duties, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties or obligations to materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. Our sponsor, officers and directors, may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers and directors, could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. In particular, all our officers, directors and director nominees, have formed and are actively engaged in Altitude Acquisition Corp., special purpose acquisition corporation that completed its initial public offering in December 2020. Altitude Acquisition Corp., like us, may pursue an initial business combination target in any businesses or industries and have until December 2022 to do so (absent an extension in accordance with its charter). Any such company, including Altitude Acquisition Corp., may present additional conflicts of interest in pursuing an acquisition target. In addition, our founders, officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See Risk Factors Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. INITIAL BUSINESS COMBINATION In accordance with the rules of the NASDAQ, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting discounts held in trust) at the time of signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of net assets test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of net assets test, as well as the basis for our determinations. If our board of directors is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the target company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and 6 Table of Contents the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our stockholders. However, if required under applicable law, any proxy statement that we deliver to stockholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to foregoing, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. SOURCING OF POTENTIAL INITIAL BUSINESS COMBINATION TARGETS We believe our management team is well positioned to identify unique opportunities across the private company landscape in the technology sector. Our selection process will leverage our relationships with leading technology company founders, executives of private and public companies, venture capitalists, private equity and growth equity funds. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view. 7 Table of Contents We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriter or other advisors. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our founders, officers and directors, may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our founders, officers and directors, could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. In particular, all our officers, directors and director nominees, have formed and are actively engaged in Altitude Acquisition Corp., special purpose acquisition corporation that completed its initial public offering in December 2020. Altitude Acquisition Corp., like us, may pursue an initial business combination target in any businesses or industries and have until December 2022 to do so (absent an extension in accordance with its charter). Any such company, including Altitude Acquisition Corp., may present additional conflicts of interest in pursuing an acquisition target. CORPORATE INFORMATION Our executive offices are located at 400 Perimeter Center Terrace Suite 151, Atlanta, GA 30346, and our telephone number is (800) 950-2950. The information contained on or accessible through our corporate website (if any) or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. 8 Table of Contents In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of Class A common stock that are held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th. 9 Table of Contents THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 20,000,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-third of one redeemable warrant. Proposed Nasdaq symbols Units: ALTEU Class A common stock: ALTE Warrants: ALTEW Trading commencement and separation of shares of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Cantor Fitzgerald & Co. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. 10 Table of Contents Units: Number outstanding before this offering 0 Number outstanding after this offering 20,000,000(1) Common stock: Number outstanding before this offering 5,750,000(2)(3) Number outstanding after this offering 25,000,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,200,000(1) Number of warrants to be outstanding after this offering and the private placement 10,866,667(1) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-third of one warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. ____________ (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 750,000 founder shares by our initial stockholders for no consideration. (2) Includes up to 750,000 founder shares that will be forfeited by our initial stockholders depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 20,000,000 public shares and 5,000,000 founder shares. 11 Table of Contents Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance), (the Newly Issued Price ) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of warrants for cash will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable 30 days after the completion of our initial business combination; provided that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are registering the shares of Class A common stock issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, 12 Table of Contents until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash Once the warrants become exercisable, we may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination as described elsewhere in this prospectus) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants for cash unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. None of the private placement warrants will be redeemable by us so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees. 13 Table of Contents Cashless exercise If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value will mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see Description of Securities Warrants Public Stockholders Warrants for additional information. Founder shares On January 14, 2021, our sponsor purchased an aggregate of 5,750,000 founder shares for a purchase price of $25,000, or approximately $0.004 per share. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 23,000,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 750,000 of the founder shares will be forfeited depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial stockholders, on an as-converted basis, at 20.0% of our issued and outstanding common stock upon the consummation of this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; 14 Table of Contents our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. 15 Table of Contents Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) if we consummate a transaction after our initial business combination which results in our stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Voting Rights Holders of record of our Class A common stock and holders of record of our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law. 16 Table of Contents Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 4,200,000 private placement warrants (or 4,600,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per warrant, or $6,300,000 in the aggregate (or $6,900,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $200.0 million (or $230.0 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by their initial purchasers or their permitted transferees (except as described below under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). If the private placement warrants are held by holders other than their initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $200.0 million, or $230.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $4,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $4,600,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2,300,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $7,000,000 (or up to $8,050,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. 17 Table of Contents Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $200,000 per year, assuming an interest rate of 0.1% per year; however we can provided no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $1,000,000 in working capital after the payment of approximately $1,300,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.50 per warrant, at the option of the lender. 18 Table of Contents Conditions to completing our initial business combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock or shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable. 19 Table of Contents Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted purchases of our securities for a description of how our sponsor, initial stockholders, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. 20 Table of Contents Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the representative of the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares they hold and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq s stockholder approval rules. The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our second amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. 21 Table of Contents If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need only 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or do not vote at all or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. 22 Table of Contents We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. 23 Table of Contents Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the representative of the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. 24 Table of Contents Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Our initial stockholders have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation. However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. 25 Table of Contents Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account. Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to our sponsor of up to $10,000 per month for office space, secretarial and administrative services provided to members of our management team; Payment of an up to $8,000 per month consulting fee to Kevin Schubert, our Chief Operating Officer and Director; Payment of an up to $5,000 per month consulting fee to Adeel Rouf, our Senior Vice President of Corporate Finance; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and 26 Table of Contents Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. 27 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001842430_angel_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001842430_angel_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0cfbd40448f84367489b75d18ac9ee6b1090b67f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001842430_angel_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to Angel Pond Holdings Corporation, a Cayman Islands exempted company; Companies Law are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; founder shares are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and share capitalization prior to this offering and which are currently held by our sponsor and our independent directors (which shares may be transferred to permitted transferees from time to time) and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; initial shareholders are to holders of our founder shares prior to this offering; management or our management team are to our officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; public shares are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; sponsor are to Angel Pond Partners LLC, a Cayman Islands limited liability company; and warrants are to our public warrants and private placement warrants. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED APRIL 21, 2021 PRELIMINARY PROSPECTUS Angel Pond Holdings Corporation $300,000,000 30,000,000 Units Angel Pond Holdings Corporation is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 4,500,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we do not complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Angel Pond Partners LLC, has committed to purchase an aggregate of 8,000,000 warrants (or 8,900,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $8,000,000 in the aggregate (or $8,900,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our initial shareholders currently own 8,625,000 Class B ordinary shares, up to 1,125,000 of which will be surrendered to us by our sponsor for no consideration after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Currently, there is no public market for our units, Class A ordinary shares or warrants. We have applied to have our units listed on the New York Stock Exchange, or NYSE, under the symbol POND.U . We expect that our units will be listed on NYSE on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on NYSE. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Goldman Sachs (Asia) L.L.C. and J.P. Morgan Securities LLC (collectively, the underwriters ), inform us of their decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on NYSE under the symbols POND and POND WS, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 41 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 300,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 16,500,000 Proceeds to Angel Pond Holdings Corporation, before expenses $ 9.45 $ 283,500,000 (1) $0.20 per unit, or $6,000,000 in the aggregate (or $6,900,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $10,500,000 in the aggregate (or up to $12,075,000 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $300,000,000, or $345,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $6,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $6,900,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Joint Book-Running Managers Goldman Sachs (Asia) L.L.C. J.P. Morgan , 2021 Until , 2021 (25 days after the date of this prospectus), all dealers that buy, sell or trade our Class A ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Table of Contents General We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. While our efforts to identify a target business for such initial business combination may span many industries and regions worldwide, we intend to focus on target businesses within the Greater China region, especially on companies within technology-enabled sectors, including but not limited to: e-commerce; enterprise software and cloud computing; and fintech. We believe our team has the relevant skills and experience to identify such companies that can best capture the current market opportunities. Our ability to identify a potential target for our initial business combination is subject to many risk factors and the uncertainties discussed elsewhere in this prospectus. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Our team will be led by our co-founders, Dr. Theodore T. Wang and Mr. Shihuang Simon Xie. Dr. Wang will serve as our CEO and Chairman. Mr. Xie intends to focus on sourcing and assessing potential business combination targets in the Greater China region. Dr. Wang has over 25 years of finance and investing experience. He was a Partner of Goldman Sachs where he held many leadership positions during his 18-year tenure at the firm. He joined Goldman Sachs in 1996 and was named Managing Director and Head of U.S. Convertibles Trading in 2002. In 2006 Dr. Wang was named a Partner and Co-Head of U.S. Stock Trading, Stock Options Trading, Convertibles Trading, Risk Arbitrage, and Franchise Risk Management. In 2009 he became Global Co-COO of One Delta Trading, and in 2012 became the unit s Global Co-Head as well as Co-Head of Equities Trading for the Americas. Upon retiring from Goldman Sachs in 2014, Dr. Wang founded Puissance Capital Management, primarily focusing on investing in innovative healthcare companies in the United States and China. Dr. Wang serves on the board of one U.S. public company, Bellerophon Therapeutics, and serves on the board of a privately-held company in China, Angel Pharmaceuticals, which he co-founded. He also serves as an independent director on the Audit Committee of Fiduciary Trust Company, a Division of Franklin Templeton. In 2014, he founded Angel Pond Capital LLC, which became an operational broker/dealer firm in 2017 and focuses on advisory services in the life science sector. Dr. Wang holds a Ph.D in Physics from the University of Minnesota, an MBA from the University of Texas, Austin, and a B.S. from Fudan University, Shanghai, China. He is a trustee of the Dunhuang Foundation, and a member of Committee of 100, an organization of distinguished Chinese Americans with a mission to improve US-China relations. Mr. Xie has over 22 years of experience in founding, investing, building and operating businesses in the technology sector. Mr. Xie is a co-founder of China e-commerce company Alibaba Group and served in a variety of leadership roles within Alibaba from its founding in 1999 until his retirement in 2015. Mr. Xie was instrumental in many of the investment decisions driving Alibaba s growth and expansion internally and externally. Some externally sourced investments include: Kuaidi Dache in 2013 Mr. Xie was approached by Kuaidi Dache founder Mr. Weixing Chen for an investment in his company, which was then a new business with only around a dozen Table of Contents employees developing a taxi-hailing application for mobile phones in China. Mr. Xie led Alibaba s investment in Kuaidi Dache as an angel investor and two years later, Kuaidi Dache merged with its rival Didi Dache to create Didi Chuxing, which grew to become the leading ride hailing company in China. Meituan in 2011 Mr. Xie and his team at Alibaba found a young company called Meituan, which was then a new disrupter platform in online shopping for consumer products and services in China. Mr. Xie developed a personal relationship with Meituan s founder Mr. Xing Wang, and subsequently led Alibaba s investment in Meituan s Series B funding round. With Mr. Xie s help, which included bringing in experienced executives to enhance Meituan s management team, Meituan was able to quickly distinguish itself among industry rivals. In 2015, Meituan merged with Dazhong Dianping, a shopping and review platform for dining experiences and lifestyle services, to create Meituan Dianping. In 2018 Meituan Dianping completed its IPO in Hong Kong and is currently one of the largest e-commerce companies in China with a market capitalization of over US$ 250 billion. Mr. Xie retired from Alibaba in 2015 to focus on early- and middle-stage venture investments. He is the founder of Hangzhou Hupan Shannan Capital Management Co., Ltd., a venture capital fund, where he currently serves as executive director. Mr. Xie holds a B.S. in Engineering from Shenyang University of Technology, Shenyang, China, and an MBA from China Europe International Business School, Shanghai, China. Our Competitive Strengths We intend to leverage what we believe are our competitive strengths in sourcing potential targets. We believe that our competitive strengths include, but are not limited to, the following: Complementary Background of the Co-Founders. Dr. Wang is based in New York and spent his entire Goldman Sachs career at its New York headquarters. He has a distinguished career operating in various senior capacities at a leading financial firm, and has nurtured an extensive network of deep relationships with prominent organizations and institutional investors both in the U.S. and in Asia. Mr. Xie is based in Hangzhou, China and has a unique track record in establishing Alibaba and helping the company develop into the leading e-commerce business in China. He has significant hands-on experience incubating and growing technology-enabled firms across industry sectors and helping them optimize their growth initiatives. We believe our co-founders leadership experience in world class companies, their relationships and deep industry knowledge will be viewed favorably by target businesses and investors. Proprietary Sourcing Channels. We believe the capabilities, investment thesis and connections associated with our co-founders will provide us with differentiated access to business combination opportunities that would be difficult for other market participants to replicate. Given our profile and thematic approach, we anticipate that target business candidates may be brought to our attention from a variety of sources, including but not limited to founders and investors in private technology-enabled companies in the ecosystems in which we operate. Access to Strategic and Institutional Capital. Through their careers, our co-founders have built deep ties with strategic and institutional investors and family offices, which we intend to access in order to secure additional sources of funds to help finance our initial business combination. Table of Contents Structuring and Execution Capabilities. Our co-founders have extensive experience in identifying, evaluating, and executing investments in companies at various stages of their life cycle. We believe that the combined and complementary expertise of our co-founders will allow us to structure and execute transactions possessing attributes that are attractive to our investors. These transactions, which may have a significant cross-border component, require industry and local regulatory knowledge, rigorous due diligence, structuring creativity, and expertise in negotiations and documentation. We believe that by focusing our investment activities on these types of transactions, we can access high quality investment opportunities that may distinguish themselves in the eyes of our public investors based on their risk/reward profile. We expect individuals and businesses to accelerate their adoption of disruptive technologies and online business models and platforms in their responses to the COVID-19 pandemic. We believe that the highly relevant and complementary background of our co-founders uniquely positions us to source deals and execute an initial business combination consistent with our business strategy. Our Business Strategy Our business strategy is to identify and complete our initial business combination with a company in a technology-enabled industry that aligns with our team s experiences, expertise and network of relationships. While our efforts to identify target businesses may span multiple industries and regions worldwide, we intend to focus our search within the Greater China region, and specifically within technology-enabled industries, including but not limited to: e-commerce; enterprise software and cloud computing; and fintech. We seek to: utilize our understanding of both the global technology trends and overall corporate strategic options to identify potential business combination targets; leverage the technological, strategic, financial, governance, and transactional experiences of our co-founders to bring advice and attention to potential business combination targets; and enhance and accelerate the growth of our business combination target, both organically and through acquisitions, to deliver long-term and sustainable growth and value creation to our shareholders. We seek to attract entrepreneurial companies who would like to partner with us to achieve capital formation, enhance or transform performance, achieve robust corporate governance, and accelerate growth in a sustainable manner. We intend to proactively source deals and screen potential targets by tapping into our co-founders extensive network of relationships with company founders, senior industry executives, venture capitalists, growth-equity and private-equity sponsors, and lending and general finance community, as well as their relationships with executive teams of public and private companies, investment bankers, corporate attorneys and accountants. We believe that these networks of relationships will provide us with important sources of investment opportunities. Once we complete this offering, our co-founders and the management team will communicate with their network of relationships to lay out our initial business combination criteria and parameters of our search for a target business, and we will begin the disciplined and data driven process of pursuing and reviewing promising leads. Table of Contents Our team has experience in all aspects of the company life cycle, including: 1. identifying, evaluating, investing in, and developing technology-enabled companies and businesses at various stages of their life cycle with unique technology insights, including through experience acting as an angel investor in early-stage ventures and as a pre-IPO investor in late-stage growth firms; 2. operating in leadership capacities within established institutions, including setting strategies, overseeing risk management, and recruiting and nurturing talent, as well as founding and running investment businesses after retiring from Goldman Sachs and Alibaba, respectively, giving both co-founders unique insight into issues faced by entrepreneurs and growth companies; 3. developing and growing companies, both organically and inorganically, and expanding the product ranges and geographic footprints of portfolio businesses, including by partnering with industry leaders to increase sales and improve the competitive position of companies and through fostering relationships with users, sellers, capital providers and target management teams; 4. serving as directors on the boards of U.S. public companies, including roles on the compensation committee and audit committee, and providing advice on corporate governance; 5. accessing the U.S. and global capital markets (including capital sources in Asia) across various business cycles, in connection with financing businesses and assisting companies with the transition to public ownership, and related experience in risk management; and 6. sourcing, structuring and executing transactions in multiple geographies, including within the Greater China area, and under varying economic, financial and regulatory conditions. We believe that our team, led by our co-founders and supported by our legal, accounting and M&A advisors, will equip us with sourcing, valuation, diligence and execution capabilities to access a significant pipeline of opportunities from which we would assess and select a business for our initial business combination. Our Business Combination Criteria Consistent with our business strategy, we have developed the following general, non-exclusive, investment criteria and guidelines that we will use to screen for and evaluate prospective target businesses for our initial business combination. We may however, decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire one or more businesses that we believe fit the following investment criteria and guidelines: Technology-Enabled Growth Companies: companies that operate in markets and industry verticals in technology-enabled sectors that are growing due to new trends in consumer behavior with a focus on sectors including, without limitation, e-commerce; enterprise software and cloud computing; and fintech. We intend to focus on companies which use and integrate technology to drive meaningful operational improvements and efficiency gains, or use technology solutions, including innovative business models and/or product offerings, to disrupt existing business models and create new paradigms that have large market potential. Our experience with early investments in companies such as Kuaidi Dache and Meituan speak to these philosophies. We will seek to exclude businesses that are extremely sensitive to geopolitical and regulatory conditions; Table of Contents Sustainable Competitive Differentiation and Superior Economic Models: companies that we believe have strong competitive moats that, in our view, can provide true differentiation and form the basis of long-term growth and generate strong and stable cash flows over time. We believe such companies can benefit from our team s experience, extensive network and industry insights to drive growth and enhance revenue and operational efficiencies; Within Our Relationship Nexus: companies that are within our networks of relationships with founders, operators, investors, and advisors; where we can proprietarily source opportunities for our initial business combination; Led by Strong Target Management Teams: we intend to acquire businesses that have strong management teams with a proven track record of driving growth, building long-term competitive advantage and making sound strategic decisions; to the extent we believe it will enhance our shareholder value, we would seek to selectively supplement and enhance the capabilities of the target business s management team by recruiting additional talent through our network of relationships; Public-Company Ready: companies where we have a differentiated view on the ability of the target to create value as a public company; that will be ready in the near-term to operate in the scrutiny of public markets, with strong management, corporate governance and reporting policies in place; and which we believe will be well-received by public investors; and Represent a Compelling Value Proposition: companies that will offer risk-adjusted equity returns for our shareholders, with potential value creation and growth acceleration opportunities. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other factors and considerations that our management may deem relevant. While we will seek to acquire a business that satisfies the criteria specified above, we may decide to enter into our initial business combination with a target business that does not meet these investment criteria. In the event that we decide to enter into our initial business combination with a target business that does not meet any of the above criteria, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of a tender offer documents or proxy solicitation materials that we would file with the SEC. Initial Business Combination The rules of the NYSE and our amended and restated memorandum and articles of association require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of Table of Contents a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Potential Conflicts of Interest We are not prohibited from pursuing an initial business combination with a company that is affiliated with our co-founders, sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our co-founders, sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our co-founders, sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. Our co-founders, members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is Table of Contents suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Additionally, our co-founder Simon Xie does not serve as our director or officer and has no fiduciary or contractual duties to us. At the same time, Mr. Xie is subject to certain fiduciary or contractual duties to other entities for which he serves as a director or officer, or in another capacity, including entities that may have investment objectives that overlap with ours. As a result of these duties owed to other entities, Mr. Xie may be required to present business opportunities to such other entities or otherwise act against our best interests. In addition, Mr. Xie has no duty to allocate time to our business and will have conflicts of interest in allocating his time to other business activities where he has duties to serve in a management or other official capacity. These fiduciary and contractual duties to other entities may present a conflict of interest that is adverse to our business. In addition, our sponsor and our co-founders, officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information Our executive offices are located at 950 Third Avenue, 25th floor, New York, NY 10028, and our telephone number is +1 (212) 878-3702. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. Table of Contents We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our shares held by non-affiliates exceeds $700 million as of the prior June 30th. Table of Contents THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors . Securities offered: 30,000,000 units (or 34,500,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one redeemable warrant. Proposed NYSE symbols: Units: POND.U Class A Ordinary Shares: POND Warrants: POND WS Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. We expect the Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the underwriters inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Table of Contents Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 30,000,000(1) Ordinary shares: Number outstanding before this offering 8,625,000(2)(3) Number outstanding after this offering 37,500,000(1)(3) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 8,000,000(1) Number of warrants to be outstanding after this offering and the private placement 18,000,000(1)(4) Exercisability Each whole warrant offered in this offering is exercisable to purchase one Class A ordinary share. Only whole warrants are exercisable. No fractional warrants will be issued upon (1) Assumes no exercise of the underwriters over-allotment option and 1,125,000 founder shares are surrendered to us by our sponsor for no consideration. (2) Includes up to 1,125,000 founder shares that will be surrendered to us by our sponsor for no consideration depending on the extent to which the underwriters over-allotment option is exercised. (3) Comprised of 30,000,000 Class A ordinary shares included in the units to be sold in this offering and 7,500,000 Class B ordinary shares (or founder shares). Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Comprised of 10,000,000 public warrants included in the units to be sold in this offering and 8,000,000 private placement warrants to be sold in the private placement. Table of Contents separation of the units and only whole warrants will trade. We structured each unit to contain one-third of one warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Except as described below, the private placement warrants will be exercisable on the same terms as the warrants offered as part of the units. Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Table of Contents Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement as a result of (i) our failure to have an effective registration statement by the 60th business day after the closing of the initial business combination as described in the immediately following paragraph or (ii) our delivery of a notice of redemption described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the public warrants or private placement warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC and have an effective registration statement Table of Contents covering the Class A ordinary shares issuable upon exercise of the public warrants and private placement warrants and to maintain a current prospectus relating to those Class A ordinary shares until such warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; Table of Contents upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last reported sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below); if, and only if, the Reference Value (as defined above under Redemption of warrants when the price per Class A ordinary share equals or Table of Contents exceeds $18.00 ) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like); and if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like), the private placement warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder s ability to cashless exercise its warrants) as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares shall mean the volume-weighted average price of our Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Accounting for the public warrants and private warrants The public warrants that are to be issued in this offering and the private warrants that are to be issued concurrently with this offering will be accounted for outside of stockholders equity and included in our financial statements as a current liability measured at the estimated fair value of the total outstanding public and private warrants. In addition, at each reporting period (1) the accounting treatment of the warrants will be re-evaluated for proper accounting treatment as a liability or equity and (2) the fair value of the Table of Contents liability of the public and private warrants will be remeasured and the change in the fair value of the liability will be recorded as other income (expense) in our income statement. Founder shares In January 2021, our initial shareholders on behalf of our sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering and formation costs in exchange for 8,625,000 founder shares. Prior to the initial investment in the company of $25,000 by the initial shareholders, the company had no assets, tangible or intangible. Each of our independent directors currently owns 22,500 of the founder shares, which were transferred from our sponsor to them on March 3, 2021. These 45,000 shares shall not be subject to forfeiture in the event the underwriters over-allotment option is not exercised. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 34,500,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 1,125,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering, in such amount as to maintain the ownership of our initial shareholders, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering (assuming our initial shareholders do not purchase any units in this offering). Any conversion of Class B ordinary shares described herein will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Table of Contents The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination; the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. If we submit our initial business combination to Table of Contents our public shareholders for a vote, we will complete our initial business combination only if we obtain an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the shareholders represented in person or by proxy and entitled to vote thereon who attend and vote at a general meeting of the company. As a result, in addition to our initial shareholders founder shares, we would need 11,250,001, or 37.5%, of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. As a result of the low acquisition cost of our founder shares, including for certain institutional and professional accredited investors who have paid $3.00 per share to receive founder shares in the future under forward purchase agreements, our sponsor, those investors, their affiliates and members of our team that hold founder shares stand to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for our public shareholders. Transfer restrictions on founder shares Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted Table of Contents transferees and under certain circumstances as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants . Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) if we consummate a transaction after our initial business combination which results in our shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares, , will equal, in the aggregate, 20% of the sum of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked Table of Contents securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Appointment of Directors; Voting; Holders of record of our Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in our amended and restated memorandum and articles of association or as required by the Companies Law or stock exchange rules, an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company is generally required to approve any matter voted on by our shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and pursuant to our amended and restated memorandum and articles of association, such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following our initial business combination, the holders of more than 50% of our ordinary shares voted for the appointment of directors can appoint all of the directors. Only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to appoint directors may be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting. With respect to any other matter submitted to a Table of Contents vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of the founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. If we seek shareholder approval of our initial business combination, we will complete our initial business combination only if we obtain an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the shareholders represented in person or by proxy and entitled to vote thereon who attend and vote at a general meeting of the company. In such case, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 11,250,001, or 37.5%, of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 8,000,000 private placement warrants (or 8,900,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $8,000,000 in the aggregate (or $8,900,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $300,000,000 (or $345,000,000 if the underwriters exercise its over-allotment option in full) will be held in the trust account. The private placement warrants will be identical to the warrants sold in this offering except that, Table of Contents so long as they are held by our sponsor or its permitted transferees, the private placement warrants (i) will not be redeemable by us (except as set forth under Description of Securities Warrants Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ), (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Proceeds to be held in trust account NYSE rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $300,000,000, or $345,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $6,000,000 in underwriting Table of Contents discounts and commissions payable upon the closing of this offering (or $6,900,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $10,500,000 (or up to $12,075,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares If we do not complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days Table of Contents or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $300,000 per year, assuming an interest rate of 0.1% per year; however we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $750,000 in working capital after the payment of approximately $1,250,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us; provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.00 per warrant, at the option of the lender. Conditions to completing our initial business combination The rules of the NYSE and our amended and restated memorandum and articles of association require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is Table of Contents a member of FINRA or a valuation or appraisal firm. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the transactions together as our initial business combination for purposes of seeking shareholder Table of Contents approval or conducting a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NYSE rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Effecting Our Initial Business Combination Permitted Purchases of Our Securities. for a description of how our sponsor, initial shareholders, directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. Our sponsor, directors, Table of Contents officers, advisors or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining shareholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be Table of Contents reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on NYSE, we will be required to comply with NYSE s shareholder approval rules. The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on NYSE. Such provisions may be amended if approved by Table of Contents holders of 65% of our ordinary shares entitled to vote thereon. If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the shareholders represented in person or by proxy and entitled to vote thereon who attend and vote at a general meeting of the company. A quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our initial shareholders will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders founder shares, we would need 11,250,001, or 37.5%, of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against, or abstain from voting on, the proposed transaction or whether they were a public Table of Contents shareholder on the record date for the general meeting held to approve the proposed transaction. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the Table of Contents case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares. Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned Table of Contents to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that Table of Contents requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Our amended and restated memorandum and articles of association provide that we will have only 24 months from the closing of this offering to complete our initial business combination. If we do not complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of Table of Contents interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our initial shareholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers and directors have agreed, pursuant to a letter agreement, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do Table of Contents not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal, and in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to our sponsor of up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to us; Reimbursement for any out-of-pocket expenses related to identifying, investigating, Table of Contents negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Table of Contents RISKS We are a blank check company that has conducted no operations and has generated no revenues to date. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors . Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001842609_jaws_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001842609_jaws_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..29bfe8de13736de93613e4a6acda105c4f838259
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001842609_jaws_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and article of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; co-founders are to Barry S. Sternlicht, Paul E. Jacobs, Ph.D., Michael Racich, Wilcoln Lee, Matthew Grob, and Derek K. Aberle; founder shares are to Class B ordinary shares initially purchased by our sponsor pursuant to the Securities Purchase Agreement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; initial shareholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors (including our directors nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants that were issued to our sponsor pursuant to the Securities Purchase Agreement prior to this offering and that may be issued upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; Securities Purchase Agreement are to the agreement by and between the company and the sponsor, dated as of January 19, 2021, pursuant to which the sponsor purchased the founder shares and the private placement warrants in a private placement; sponsor are to Juggernaut Sponsor LLC, a Delaware limited liability company, which is controlled by our co-founders; XCOM Labs are to a wireless technology company founded in April 2018 by Paul E. Jacobs, Ph.D., our Chief Executive Officer and director nominee, and Derek K. Aberle, our director; and we, us, our, company or our company are to JAWS Juggernaut Acquisition Corporation, a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. 1 Table of Contents General We are a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target, including XCOM Labs. Our sponsor, Juggernaut Sponsor LLC, is an affiliate of JAWS Estates Capital, the family office of Barry S. Sternlicht, our Chairman nominee. Paul E. Jacobs, Ph.D., our Chief Executive Officer and director nominee, and Derek K. Aberle, our director, are affiliated with both XCOM Labs and our sponsor. Paul E. Jacobs, Ph.D. is the Chairman and Chief Executive Officer of XCOM Labs and Derek K. Aberle is the Executive Vice Chairman of XCOM Labs. Paul E. Jacobs, Ph.D. and Derek K. Aberle jointly control PDM Juggernaut Investor LLC which jointly controls our sponsor with an affiliate of JAWS Estates Capital. As described further under Proposed Business Our Business Combination Process, we may consider a combination with XCOM Labs concurrent with the completion of our initial business combination. Any potential combination with XCOM Labs will close at the same time as the closing of our initial business combination. While we may pursue an initial business combination target in any business or industry, we intend to focus our efforts on wireless communications and related technology/product/service businesses that have attractive growth-oriented characteristics and strong underlying demand drivers. We believe we are at the early stages of another wireless communications revolution led by the transition to 5G that will drive massive social and economic value. IHS Markit estimates that 5G will enable approximately $13 trillion in global economic output by 2035, representing approximately 5% of global real output. We believe the adoption of 5G will enable unprecedented levels of connectivity that will unlock a broad range of opportunities across virtually every industry sector including automotive, energy and utilities, industrial, government, consumer and healthcare. Our co-founders expect that there are many potential targets addressing the growing demand for more efficient and higher performance wireless systems and applications that are both attractive acquisition opportunities and positioned to deliver substantial value to shareholders. Our co-founders believe a special purpose acquisition company ( SPAC ) is the most effective vehicle to harness these emerging technology trends while capitalizing on the benefits of the public markets. The elements of a) efficiency to listing time and b) ability to show future growth, especially for our target company, all favor a founder-friendly way of accessing the capital markets. We believe that the early venture capital and late-stage private equity markets contain numerous target companies that have the potential to benefit materially from being publicly traded. As described further below, concurrently with our initial business combination, we may consider merging with XCOM Labs. We will not, however, complete an initial business combination with only XCOM Labs. We expect that the resulting combined company would inherit our Nasdaq listing and its common stock and warrants would be publicly traded. See Risk Factors Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks Even though we may consider combining with XCOM Labs concurrent with the completion of our initial business combination, we cannot provide any assurance that such a business combination with XCOM Labs will occur at all, or, if it does, we cannot provide any assurance as to the terms thereof. We will seek to include XCOM Labs if we believe the combination of XCOM Labs and another target business in the wireless communications and related technology/product/service businesses under the XCOM Labs umbrella may allow the resulting combined company to leverage XCOM Labs s experienced management team and offer significant synergy and long-term value creation opportunities for our investors and serve as a platform for further growth. See the section of this prospectus entitled XCOM Labs Business for additional information with respect to XCOM Labs. We have not entered into any letter of intent or definitive agreement with XCOM Labs, nor have we agreed to valuation or other key terms and conditions with respect to such a possible combination transaction. As a result, even though we may consider a combination with XCOM Labs concurrently with the completion of our initial business combination, we cannot provide any assurance that such a combination with XCOM Labs will occur at all, or, if it does, we cannot provide any assurance as to the terms thereof. We will not, however, complete an initial business combination with only XCOM Labs. Any potential combination with XCOM Labs will close at the same time as the closing of our initial business combination. In addition, we will likely not consummate a business combination with XCOM Labs if the target business with respect to our initial business combination is not within the wireless communications and related technology business. If we pursue a combination with XCOM Labs concurrently with our initial business combination, a committee of our disinterested directors will negotiate the terms and conditions of such merger (including the valuation of XCOM Labs) on our behalf. Such committee of disinterested directors would also obtain an opinion from an independent 2 Table of Contents investment banking firm or an independent valuation or appraisal firm that the potential combination with XCOM Labs is fair to our company and our shareholders from a financial point of view. In addition, because we may consider a potential merger with XCOM Labs concurrently with the closing of our initial business combination, we may need to raise additional funds through third party debt financing or additional equity issuances. Such additional financing may be larger than the amount of funds we expect to raise for any business combination that occurs without a concurrent merger with XCOM Labs, and as a result, such additional financing could further limit our ability to optimize our capital structure and be further dilutive to our investors. See Risk Factors Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, including with respect to any business combination that is concurrent with a merger with XCOM Labs, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in us, and Risk Factors Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks We may issue additional Class A ordinary shares or preference shares to complete our initial business combination, including with respect to any business combination that is concurrent with a merger with XCOM Labs, or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks. Our public shareholders will have the same voting and redemption rights with respect to any business combination that is concurrent with a merger with XCOM Labs as are generally applicable to our initial business combination and described elsewhere in this prospectus. In particular, any potential combination with XCOM Labs would be completed concurrently with the closing of our initial business combination. In connection with such initial business combination, we will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination (including if we are merging with XCOM Labs) at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (including if we are merging with XCOM Labs), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if such business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination (including if we are merging with XCOM Labs) and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Given the affiliation of our sponsor and certain of our officers and directors with XCOM Labs, if we combine with XCOM Labs concurrently with our initial business combination, we will not include the fair market value of XCOM Labs for purposes of satisfying the 80% of fair market value test described below. See The Offering Conditions to completing our initial business combination. As a result, the minimum size of this offering may not provide you with an estimate of the potential size of our initial business combination that involves XCOM Labs and one or more target businesses. See Risk Factors Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks The size of this offering may not provide you with an estimate of the potential size of our initial business combination due to our potential combination with XCOM Labs to occur concurrently with our initial business combination. As we focus our efforts in identifying prospective target companies, we will seek to capitalize on our co-founders multiple decades of combined experience building, growing, operating, and investing in businesses, in both private and public markets. Our co-founders are led by Barry Sternlicht, our Chairman nominee, and Dr. Paul E. Jacobs, 3 Table of Contents our Chief Executive Officer. Our co-founders also include Michael Racich (Chief Financial Officer), Wilcoln Lee (Chief Investment Officer), Derek K. Aberle (a member of our board of directors), and Matthew Grob (Advisor). Mr. Sternlicht has spent his entire career as an operator and investor, managing several multi-billion dollar platforms. Dr. Jacobs is an innovative leader in the field of mobile communications with a track record of operating and growing technology companies. Through their diverse set of experiences, our co-founders have developed a deep, global network across technologists and investors. We will seek to use our co-founders complementary skills, diverse experience, and broad network to identify attractive business combination opportunities and to create value post-combination. We do not intend to target industries that are competitive with Starwood Capital Group Holdings, L.P. ( Starwood Capital ), which includes real estate, lodging, oil and gas, and energy infrastructure. We also do not intend to pursue targets that are competitive with companies in which our co-founders have a business relationship (except potentially as to XCOM Labs), such as Dropbox (Nasdaq: DBX), a global collaboration platform that enables users to store and share files, as Dr. Jacobs is a member of the Dropbox board of directors. Our co-founders will employ a disciplined and highly selective investment process and expect to add value to a target company through add-on acquisitions, capital structure optimization, and operational improvements. Notwithstanding the foregoing, our efforts on identifying a prospective target company or business will not be limited to a particular industry or geographic region. Barry S. Sternlicht, our Chairman nominee, is a well-known entrepreneur and operator with an extensive deal-making history. He founded Starwood Capital in 1991 and currently serves as Chairman and Chief Executive Officer. Starwood Capital is a private alternative investment firm focused on global real estate, hotel management, oil and gas, and energy infrastructure with over $73 billion of assets under management as of December 31, 2020. Through the Starwood Capital platform, Mr. Sternlicht has created several multi-billion dollar public market companies, ranging from traditional real estate to branded hospitality. He has also executed several marquee public market transactions to enhance the scale of his core platform including the creation and expansion of Starwood Property Trust (NYSE: STWD), the consolidation of Starwood Hotels & Resorts Worldwide (formerly NYSE: HOT), the spin-off and growth of Invitation Homes (NYSE: INVH), and the formation of Equity Residential (NYSE: EQR). Similarly, he has been involved in numerous private market consumer businesses as an early investor. Mr. Sternlicht currently serves as the Chairman and Chief Executive Officer of STWD, a leading, diversified real estate finance company with over $5 billion in market capitalization as of January 2021; and one of the first mortgage REITs launched post-crisis. Since inception in 2009, Mr. Sternlicht has guided STWD through a steady evolution with over $63 billion in deployed capital, evolving from a pure-play commercial lender to a diversified commercial REIT with residential lending, commercial mortgage servicing, property ownership, and infrastructure lending. Mr. Sternlicht also has deep operating expertise, serving as the Chairman, from January 1995 through May 2005, and as the Chief Executive Officer, from January 1995 through September 2004, of HOT; a period in which the share price appreciated at a compound annual growth rate of approximately 16%. Over his tenure as Chief Executive Officer, Mr. Sternlicht grew the total market capitalization of HOT to approximately $10 billion. As Chief Executive Officer, Mr. Sternlicht executed several key acquisitions, including Westin Hotels, Patriot American, and ITT Corp., and led the development of the W Hotel concept. Additionally, Mr. Sternlicht serves as Chairman of two public SPACs: JAWS Spitfire Acquisition Corporation (NYSE: SPFR; JAWS Spitfire ), which successfully conducted its initial public offering ( IPO ) in December 2020 and JAWS Mustang Acquisition Corporation (NYSE: JWSM; JAWS Mustang ), which successfully conducted its IPO in February 2021. Mr. Sternlicht has also agreed to serve as Chairman of JAWS Hurricane Acquisition Corporation ( JAWS Hurricane ) and JAWS Wildcat Acquisition Corporation ( JAWS Wildcat ). Mr. Sternlicht also previously served as Chairman of JAWS Acquisition Corp. ( JAWS Acquisition ) through its business combination with Cano Health, Inc. ( Cano Health ), which closed on June 3, 2021. Mr. Sternlicht is currently a member of the board of directors of Cano Health. Cano Health is a primary care-centric, technology-powered healthcare delivery and population health platform. The combined company operates as Cano Health, and is listed on the NYSE under the new ticker symbol CANO . On March 23, 2021, JAWS Spitfire announced its expected merger with Velo3D, Inc. ( Velo3D ), a leader in additive manufacturing for high value metal parts. The combined company will operate as Velo3D, and will be listed on the NYSE under the new ticker symbol VLD . The business combination is expected to close in the second half of 2021, following the receipt of the required approval by JAWS Spitfire s shareholders and the fulfillment of other customary closing conditions. Mr. Sternlicht is also a member of the board of directors of INVH, The Est e Lauder Companies Inc. (NYSE: EL), and A.S. Roma S.p.A. (MIB: ASR), and Vesper Healthcare Acquisition Corp. (Nasdaq: VSPR; Vesper Healthcare ). On December 8, 2020, Vesper Healthcare announced its expected merger with The HydraFacial Company ( HydraFacial ), a category-creating beauty health company. The combined company will operate as HydraFacial, and will be listed on Nasdaq. The business combination is subject to the fulfillment of customary closing conditions. 4 Table of Contents Paul E. Jacobs, Ph.D., our Chief Executive Officer and nominee to our board of directors, has over three decades of leadership experience in mobile communications. Dr. Jacobs is currently the Chairman and Chief Executive Officer of XCOM Labs, a wireless technology company he founded in April 2018. XCOM Labs includes an experienced team of wireless systems engineers and professionals that develop advanced wireless technology solutions, including ones that enable high-performance 5G use cases. From 1990 to 2018, Dr. Jacobs held numerous engineering and leadership positions at Qualcomm, Inc. (Nasdaq: QCOM), a semiconductor and telecommunications equipment company, including Executive Chairman, Chairman, and Chief Executive Officer. Dr. Jacobs served as Qualcomm s Executive Chairman from March 2014 to March 2018; Chairman of the board of directors from March 2009 to March 2018; and Chief Executive Officer from July 2005 to March 2014. As Chief Executive Officer of Qualcomm, Dr. Jacobs spearheaded the company s efforts to develop and commercialize mobile technology breakthroughs that significantly contributed to the growth of both the company and the industry. During his tenure as Chief Executive Officer, Qualcomm s revenue more than quadrupled from approximately $5.7 billion in 2005 to approximately $26.5 billion in 2014. Dr. Jacobs currently serves as an advisor and member of the board of directors for a number of other companies and organizations, both public and private. Since 2016, Dr. Jacobs has been a member of the board of directors of Dropbox. He has been the Chairman of Heal, a market leader in doctor house calls, since 2019. Dr. Jacobs is an alternate Governor of the NBA and Executive Vice Chairman of the Sacramento Kings. He is the Co-Chair of the UC Berkeley Board of Visitors; the Co-Chair of the advisory board of the UCB College of Engineering; a member of the Cornell Tech Council; a member of the National Academy of Engineering; and a Fellow of the American Academy of Arts and Sciences. Dr. Jacobs holds a Ph.D. in Electrical Engineering and Computer Science, an M.S. in Electrical Engineering, and a B.S. in Electrical Engineering and Computer Science from the University of California, Berkeley. Our co-founders also include the following team of professionals and executives: Michael Racich. Mr. Racich, our Chief Financial Officer, is also the Chief Financial Officer of JAWS Spitfire Acquisition Corporation. Since 2010, Mr. Racich has served as the Chief Financial officer of JAWS Estates Capital LLC. Mr. Racich previously served as the Chief Financial Officer of JAWS Acquisition from December 27, 2019 until the completion of its business combination with Cano Health on June 3, 2021. Previously, Mr. Racich was a director at Frydland Stevens LLC from 2007 to 2014 and also worked for JAWS Estates Capital LLC from 2005 to 2007. While at Frydland Stevens LLC, Mr. Racich advised JAWS Estates Capital LLC on tax related issues and was responsible for preparing JAWS Estates Capital LLC s tax filings. Mr. Racich graduated from Villanova University in 1994 with a Bachelor of Science in Accountancy. Wilcoln Lee. Mr. Lee, our Chief Investment Officer, has served as Portfolio Manager of JAWS Estates Capital LLC since 2008. Mr. Lee directs the public market strategy of JAWS Estates Capital LLC with a particular emphasis on technology, media, and telecom. He also directed JAWS Estates Capital LLC s private investments in Pivotal Commware and XCOM Labs. Prior to joining JAWS Estates Capital LLC, Mr. Lee was Director of Research at Scout Capital Management, a New York based hedge fund. Before Scout Capital, Mr. Lee was an analyst at Flatiron Partners, a New York based venture capital firm. He began his career as an analyst in the Mergers & Acquisitions group of Donaldson, Lufkin, & Jenrette. Mr. Lee received a B.S. in Industrial Engineering from Stanford University. Derek K. Aberle. Mr. Aberle is a member of our board of directors and currently serves as Executive Vice Chairman and director of XCOM Labs, which he co-founded with Paul E. Jacobs, Ph.D. in 2018. He also is CEO and member of the board of directors of Prospector Capital Corp. (Nasdaq: PRSRU; Prospector Capital ), a SPAC which successfully conducted its IPO in January 2021. Mr. Aberle served as President and Chief Operating Officer of XCOM Labs from July 2018 to November 2020. Prior to XCOM Labs, Mr. Aberle spent 17 years at Qualcomm, including as President of Qualcomm from March 2014 to January 2018. He was an officer and member of Qualcomm s Executive Committee and Qualcomm Ventures Investment Committee from 2008 until January 2018. As President and Group President, he led many of Qualcomm s growth strategies and oversaw both Qualcomm s earlier stage and mature businesses, including the semiconductor ( QCT ), technology and IP licensing ( QTL ), data center, display, wireless charging, augmented reality, and healthcare businesses. While Mr. Aberle was leading QTL, annual revenue more than doubled from approximately 5 Table of Contents $3.6 billion to approximately $7.9 billion in 2015 and accounted for approximately two-thirds of Qualcomm s earnings before taxes during that period. Prior to Qualcomm, Mr. Aberle was an attorney with the international law firms Pillsbury Winthrop and Heller Ehrman. Matthew Grob. Mr. Grob has agreed to serve as our Advisor. Mr. Grob is currently Chief Technology Officer of XCOM Labs, which he joined as a co-founder in 2018. Prior to joining XCOM Labs, Mr. Grob was Executive Vice President and Chief Technology Officer of Qualcomm. He directed the Company s broad portfolio of research projects, which included programs ranging from 3G HetNets to small cells to 5G, as well as augmented reality, machine learning, wireless power transmission, and other areas. Mr. Grob was a member of the Qualcomm Ventures Investment Committee and Qualcomm s Executive Committee. Mr. Grob holds a Master of Science in electrical engineering from Stanford University and a Bachelor of Science in electrical engineering from Bradley University. He is a member of the IEEE and holds more than 100 patents. We believe that our management team and other co-founders are well-positioned to identify attractive business combination opportunities with a compelling industry backdrop and an opportunity for transformational growth. Our objectives are to generate attractive returns for our shareholders and enhance value through improving operational performance of the acquired company. We expect to favor potential target companies with certain industry and business characteristics. Key industry characteristics include compelling long term growth prospects, attractive competitive dynamics, consolidation opportunities, low risk of technological obsolescence, and strong innovation capabilities. Key business characteristics include high barriers to entry, significant streams of recurring revenue, opportunity for operational improvement, attractive steady-state margins, high incremental margins, and attractive free cash flow characteristics. With respect to the above, past experience or performance of our management team and their respective affiliates is not a guarantee of either our ability to successfully identify and execute a transaction or success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of future performance. Our management team and their respective affiliates have been involved with a large number of public and private companies in addition to those identified above, not all of which have achieved similar performance levels. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities, including SPACs. See Risk Factors General Risk Factors Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. For a complete list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. Business Strategy Our business strategy is to identify and complete our initial business combination with a company that complements the experience of our co-founders and can benefit from their operational, technical and investment expertise. Our selection process will leverage Mr. Sternlicht s, Dr. Jacobs , and our other co-founders broad and deep relationship networks, unique industry experiences, and deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through our co-founders demonstrated success developing innovative technologies and products as well as investing in and operating businesses across a variety of industries. Together, they have a distinctive combination of capabilities, including: a track record of creating and growing multi-billion dollar platforms in the public markets; extensive mergers and acquisitions experience, including driving transformational transactions; close relationships with key founders, investors, and contacts of venture capital and private equity backed companies, ranging from seed to late stage; ability to enhance and advise management teams as they transition from private to public markets; experience driving capital allocation decisions at the corporate level; understanding of public market performance and requirements; 6 Table of Contents history of sourcing, structuring, acquiring, operating, developing, growing, financing, and selling businesses; deep relationships with sellers, financing providers and target management teams; and an extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies with transition to public ownership. Upon completion of this offering, our co-founders will communicate with their network of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We do not intend to target industries that are competitive with Starwood Capital, which includes real estate, lodging, oil and gas, and energy infrastructure. We also do not intend to pursue targets that are competitive with companies in which our co-founders have a business relationship (except potentially as to XCOM Labs), such as Dropbox (Nasdaq: DBX), a global collaboration platform that enables users to store and share files, as Dr. Jacobs is a member of the Dropbox board of directors. We intend to acquire one or more businesses that we believe: are growth-oriented, market-leading companies within their industries; have a strong and competitive industry position, with demonstrated competitive advantages to maintain barriers to entry, and differentiated technologies that drive social and economic value; have an exceptional management team that would complement and benefit from our co-founders network or expertise, such as additional management expertise, capital structure optimization, technology roadmap optimization, acquisition advice, or operational changes to drive improved financial performance; are fundamentally sound companies with large market opportunities relative to their current size; exhibit unrecognized value or other characteristics, desirable returns on capital and a need for capital to achieve the company s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; will offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business, and an improved capital structure will be weighed against any identified downside risks; and can benefit from being a publicly traded, are prepared to be a publicly traded company, and can utilize access to broader capital markets. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria, and guidelines that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds, and large business enterprises seeking to divest non-core assets or divisions. 7 Table of Contents Initial Business Combination So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of value threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target business, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test. If our initial business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Subject to the foregoing, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination solely with another blank check company or a similar company with nominal operations, or solely with XCOM Labs. Given the affiliation of our sponsor and certain of our officers and directors with XCOM Labs, if we combine with XCOM Labs concurrently with our initial business combination, we will not include the fair market value of XCOM Labs for purposes of satisfying the 80% of fair market value test described below. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. 8 Table of Contents The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Other Considerations We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, co-founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our co-founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent accounting firm that such initial business combination is fair to our company and our shareholders from a financial point of view. In addition, if we combine with XCOM Labs concurrently with our initial business combination, we will obtain a fairness opinion with respect to such business combination. We are not required to obtain such an opinion in any other context. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriter or other advisors. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. In addition, certain of our co-founders, officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including SPACs. As a result, if any of our co-founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Any other special purpose acquisition company may also have terms that are the same or different than our terms, including terms that are more favorable to its investors and/or potential target businesses. Certain of our co-founders, directors and officers are affiliated with other special purpose acquisition companies and our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. For example, affiliates of our sponsor are currently sponsoring several other blank check companies, JAWS Spitfire, JAWS Mustang, JAWS Hurricane and JAWS Wildcat, and such affiliates expect to sponsor additional blank check companies in the future. Any such companies may pursue similar targets and compete with us for business combination opportunities. On March 22, 2021, JAWS Spitfire entered into a definitive agreement to acquire Velo3D. This transaction is subject to approval of JAWS Spitfire s shareholders and other customary closing conditions. JAWS Mustang is focusing on North American and/or European companies in any particular industry for a business combination. JAWS Hurricane is focusing on North American consumer technology and related technology businesses for a business combination. JAWS Wildcat is focusing on North American and/or European consumer technology and related technology businesses for a business combination. However, none of the foregoing blank check companies is 9 Table of Contents limited to a particular industry or geographic region in its search for its own business combination and may seek opportunities with wireless communications and related technology/product/service businesses that have attractive growth-oriented characteristics and strong underlying demand drivers. Additionally, Mr. Sternlicht is the Chairman of the Board of Directors of JAWS Spitfire and JAWS Mustang and a member of the Board of Directors of Vesper Healthcare, Mr. Aberle is the Chief Executive Officer of Prospector Capital and Mr. Racich is the Chief Financial Officer of JAWS Spitfire. Each of Vesper Healthcare and Prospector Capital is a blank check company incorporated for the purpose of effecting its own business combination. On December 8, 2020, Vesper Healthcare announced its expected merger with HydraFacial. Prospector Capital is focusing on companies with advanced and highly differentiated solutions for the technology sector in any location for a business combination. Mr. Sternlicht owes fiduciary duties under Cayman Islands law to JAWS Spitfire and JAWS Mustang and under Delaware law to Vesper Healthcare. Mr. Aberle owes fiduciary duties under Cayman Islands law to Prospector Capital and Mr. Racich owes fiduciary duties under Cayman Islands law to JAWS Spitfire. Additionally, Mr. Sternlicht will be the Chairman of the Board of Directors of JAWS Hurricane and JAWS Wildcat and Mr. Racich is the Chief Financial Officer of JAWS Hurricane and JAWS Wildcat. Mr. Sternlicht will owe and Mr. Racich owes fiduciary duties under Cayman Islands law to JAWS Wildcat and under Delaware law to JAWS Hurricane. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our co-founders, officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Also, Mr. Sternlicht, as Chairman, shall not have day-to-day control of our affairs and shall not be involved in the day-to-day operations. Corporate Information Our executive offices are located at 1601 Washington Avenue, Suite 800, Miami Beach, FL 33139, and our telephone number is (305) 695-5500. We maintain a corporate website at www. .com. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. 10 Table of Contents In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equaled or exceeded $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. 11 Table of Contents The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 20,000,000 units (or 23,000,000 units if the underwriter s over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-fourth of one redeemable warrant. Proposed Nasdaq symbols Units: JUGGU Class A ordinary shares: JUGG Warrants: JUGGW Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriter s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter s over-allotment option. 12 Table of Contents Units: Number outstanding before this offering 0 Number outstanding upon consummation of this offering 20,000,000(1) Ordinary shares: Number outstanding before this offering 5,750,000(2)(3)(4) Number outstanding after this offering 25,000,000(1)(2)(5) Warrants: Number of warrants outstanding before this offering 3,300,000(4)(6) Number of warrants to be outstanding upon consummation of this offering 8,000,000(1)(7) Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-fourth of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. ____________ (1) Assumes no exercise of the underwriter s over-allotment option and up to 750,000 founder shares will be surrendered to us for no consideration. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (3) Includes 750,000 founder shares that are subject to forfeiture. (4) Includes both the founder shares and private placement warrants which were purchased by our sponsor pursuant to the Securities Purchase Agreement, on January 19, 2021. (5) Includes 20,000,000 public shares and 5,000,000 founder shares, assuming 750,000 founder shares have been forfeited. (6) Includes 300,000 private placement warrants that are subject to forfeiture. (7) Comprised of 5,000,000 public warrants included in the units to be sold in this offering and 3,000,000 remaining private placement warrants sold pursuant to the Securities Purchase Agreement, assuming 750,000 founder shares have been forfeited. 13 Table of Contents Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant 14 Table of Contents agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. 15 Table of Contents Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Shareholders Warrants ; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. 16 Table of Contents Securities Purchase Agreement Pursuant to the Securities Purchase Agreement, on January 19, 2021, our sponsor purchased Class B ordinary shares and private placement warrants for $6,625,000. At the closing of this offering our sponsor will hold an aggregate of (i) 5,750,000 Class B ordinary shares (up to 750,000 of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised) and (ii) 3,300,000 private placement warrants (up to 300,000 of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. Founder shares On January 19, 2021, our sponsor purchased the founder shares and private placement warrants pursuant to the Securities Purchase Agreement. At the closing of this offering, our sponsor will hold an aggregate of 5,750,000 founder shares. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering. As such, our initial shareholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). Prior to the initial investment in the company by the sponsor, the company had no assets, tangible or intangible. Up to 750,000 founder shares are subject to forfeiture by the sponsor, depending on the extent to which the underwriter s over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In accordance with our amended and 17 Table of Contents restated memorandum and articles of association, shareholders representing at least one-third of our issued and outstanding ordinary shares, present in person or by proxy, will constitute a quorum. Our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 7,500,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or none (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into our Class A ordinary shares at the time of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon 18 Table of Contents conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Appointment of directors; Voting rights Prior to our initial business combination, holders of our founder shares and public shares will have the right to vote on the appointment of directors. With respect to any matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor purchased the founder shares and private placement warrants pursuant to the Securities Purchase Agreement. At closing, our sponsor will hold an aggregate of 3,300,000 private placement warrants (up to 300,000 of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised), each exercisable to purchase one Class A ordinary share at $11.50 per share. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless, subject to adjustment. The private placement warrants are identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private placement warrants (i) will not be redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants Redemption of warrants when the price per Class ordinary share equals or exceeds $10.00 ), (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. 19 Table of Contents Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account Of the proceeds we will receive from this offering and the consummation of the Securities Purchase Agreement described in this prospectus, $200,000,000, or $230,000,000 if the underwriter s over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee and approximately $1,025,000 will be used to pay non-reimbursed expenses in connection with the closing of this offering and approximately $1,000,000 will be available for working capital following this offering. The proceeds to be placed in the trust account include $7,000,000 (or $8,050,000 if the underwriter s over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the consummation of the Securities Purchase Agreement held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, 20 Table of Contents and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $200,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the consummation of the Securities Purchase Agreement not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,025,000 in non-reimbursed expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of fair market value test. 21 Table of Contents We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test, provided that in the event that the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. If we combine with XCOM Labs concurrently with our initial business combination, we will not include the fair market value of XCOM Labs for purposes of satisfying the 80% of fair market value test. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. 22 Table of Contents The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. 23 Table of Contents Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. 24 Table of Contents If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In accordance with our amended and restated memorandum and articles of association, shareholders representing at least one-third of our issued and outstanding ordinary shares, present in person or by proxy, will constitute a quorum. Our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 7,500,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or none (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. 25 Table of Contents Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriter its deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. 26 Table of Contents Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). The underwriter has agreed to waive its rights to its deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to 27 Table of Contents us to pay our taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the consummation of the Securities Purchase Agreement held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in the amount of $10,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $2.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. 28 Table of Contents Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the consummation of the Securities Purchase Agreement held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. 29 Table of Contents Summary of Risk Factors An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. Our warrants are expected to be accounted for as derivative liabilities, which may have an adverse effect on the market price of our securities or may make it more difficult for us to consummate an initial business combination. As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. Financial incentives may cause the underwriter to have potential conflicts of interest in rendering any additional services to us after this offering. The requirement that we consummate an initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner. 30 Table of Contents Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. We may not be able to consummate an initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public float of our Class A ordinary shares or public warrants. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. If the net proceeds of this offering and the consummation of the Securities Purchase Agreement not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. If we combine with XCOM Labs concurrent with our initial business combination, we will become subject to risks affecting XCOM Labs s business. The other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. 31 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001842883_first_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001842883_first_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..200b917b8ea65413c4a2b45c8159031ca1f2911b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001842883_first_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: we, us, company or our company are to First Reserve Sustainable Growth Corp.; common stock are to our Class A common stock and our Class B common stock, collectively; equity-linked securities are to any securities of our company or any of our subsidiaries which are convertible into, or exchangeable or exercisable for, equity securities of our company or such subsidiary, including any securities issued by our company or any of our subsidiaries which are pledged to secure any obligation of any holder to purchase equity securities of our company or any of our subsidiaries; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; First Reserve are to First Reserve Management, L.P., a Cayman Islands exempted limited partnership, and its affiliates; First Reserve Funds are to a family of private equity funds exclusively focused on energy, including related industrial markets, that are managed by First Reserve; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our officers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; specified future issuance are to an issuance of a class of equity or equity-linked securities to specified purchasers, which may include affiliates of our sponsor, that we may determine to make in connection with financing our initial business combination; and sponsor are to First Reserve Sustainable Growth Sponsor LLC, a Delaware limited liability company and an affiliate of First Reserve. Our sponsor is controlled by its managing member, FRSGC Management Company LLC, and owned by members of our management, other members of our board of directors, and a First Reserve Fund. Each unit consists of one share of Class A common stock and one-fourth of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, dated March 1, 2021 PROSPECTUS $200,000,000 First Reserve Sustainable Growth Corp. 20,000,000 Units First Reserve Sustainable Growth Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Although we may pursue an investment opportunity in any business or industry, we intend to focus our search for a target business on opportunities and companies that focus on solutions, processes, and technologies that facilitate, improve, or complement the ongoing energy transition toward a low- or no-carbon emitting future. (Prospectus cover continued on the following page) We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See the section of this prospectus entitled Risk Factors beginning on page 31. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Per Unit Total Public Offering price $ 10.00 $ 200,000,000 Underwriting Discounts and Commissions(1) $ 0.55 $ 11,000,000 Proceeds, before expenses $ 9.45 $ 189,000,000 (1) Includes $0.35 per unit, or $7,000,000 (or $8,050,000 if the underwriters overallotment option is exercised in full), payable to the underwriters for deferred underwriting discounts and commissions to be placed in a trust account located in the United States as described herein. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See the section of this prospectus entitled Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200.0 million or $230.0 million if the underwriters overallotment option is exercised in full ($10.00 per unit in either case) will be deposited into a U.S. based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Book-Running Managers Barclays Goldman Sachs & Co. LLC Prospectus dated ,2021 Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. (Prospectus cover continued from preceding page.) This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-fourth of one warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Subject to the terms and conditions described in this prospectus, we may redeem the warrants for cash once the warrants become exercisable. We have also granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price described herein, payable in cash, subject to the limitations described herein. If we have not completed our business combination within 24 months from the closing of this offering we will redeem 100% of the public shares at a per-share price described herein, payable in cash, subject to applicable law and as further described herein. Our sponsor, First Reserve Sustainable Growth Sponsor LLC (which we refer to as our sponsor throughout this prospectus), has committed to purchase an aggregate of 4,833,333 warrants (or 5,233,333 warrants if the underwriters over-allotment option is exercised in full) at a price of $1.50 per whole warrant ($7,250,000 in the aggregate or $7,850,000 in the aggregate if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each private placement warrant is exercisable to purchase one whole share of our Class A common stock at $11.50 per share. Our initial stockholders own 5,750,000 shares of our Class B common stock (up to 750,000 of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised). We refer to these shares of Class B common stock as the founder shares throughout this prospectus. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. Currently, there is no public market for our units, Class A common stock or warrants. We intend to apply to list our units on the NASDAQ Capital Market, or NASDAQ, under the symbol FRSG U promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on NASDAQ. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Barclays Capital Inc. and Goldman Sachs & Co. LLC inform us of their decision to allow earlier separate trading, subject to certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on NASDAQ under the symbols FRSG and FRSG W, respectively. General We are a Delaware corporation newly formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization, or other similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential initial business combination targets, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential initial business combination targets. In partnership with First Reserve, we intend to identify opportunities and companies that focus on solutions, processes, and technologies that facilitate, improve, or complement the ongoing energy transition toward a low- or no-carbon emitting future. Such opportunities are likely to include solutions to replace, extend the life, or improve the efficiencies of aging and outdated infrastructure, improvements to the traditional carbon-intensive industrial and energy complexes by making them cleaner and more sustainable, and support the energy transition by helping to grow renewable energy supply and support the electrification of businesses underpinning the global economy. We see a diverse group of what we view as attractive companies employing both incremental and disruptive processes, technologies, and applications impacting each component of the energy, infrastructure, and industrial value chains and believe that these solutions will be critical in reducing global greenhouse gas emissions and the negative impact that they have on the environment. The energy transition is a pervasive theme in today s markets and we believe that our management team and sponsor have a unique and differentiated perspective on this trend based upon our 38-year heritage investing across global energy, infrastructure, and industrial markets. We believe that these experiences have positioned our investment team at the center of an evolving and dynamic landscape, and have influenced our ability to not only understand current industry drivers but also anticipate the evolution of the market in the future. Although we may pursue an acquisition in any business or industry, we intend to identify and acquire a business where we see tremendous growth potential and that is principally focused on developing solutions that accelerate the energy transition through improvements in the sustainability, efficiency, and profitability of the global energy and infrastructure landscape. While the opportunity set for these solutions is broad and robust, we intend to primarily focus on the following areas: Energy production and power generation capabilities that transition the energy mix away from fossil fuels and towards renewable energy and other low-carbon sources; Infrastructure and storage capabilities and technologies that improve the sustainability of existing energy sources or provide applications and processes that support the energy transition; Industrial applications, associated logistics, and associated technology and services that support a cleaner, more sustainable industrial complex and circular economy; Electric mobility and charging capabilities across all modes of transport; and Products, services, and associated supply chains that reduce the carbon intensity of consumable goods We intend for our acquisition process to identify market-leading enterprises that would benefit from the financial opportunity afforded by access to public financial markets and that promote and benefit from favorable long-term energy sustainability and energy transition trends. Sponsor, Management Team and Directors First Reserve is a private equity firm exclusively focused on investing across diversified energy, infrastructure, and general industrial end-markets. Founded in 1983, First Reserve has 38 years of industry insight, a team of 55 investment professionals and support staff, and has cultivated a network of global relationships. First Reserve has raised more than $32 billion of aggregate capital since inception. Its investment and operational experience have been built from over 700 transactions (including platform investments and add-on acquisitions) on six continents. At its core, First Reserve is a growth equity investor, and throughout its history, a majority of its returns have been generated through an expansion of earnings at its portfolio companies. First Reserve has an average EBITDA growth since inception of over 90% across all private equity investments and the firm has conducted approximately $125 billion of capital markets activities, including 70 public equity financings totaling approximately $26 billion. The firm s portfolio companies, including Trillium Flow Technologies, Power Corporation of America, Intero Integrity Services, CHA Consulting, Inc., Dresser Natural Gas Solutions and M Group Services, have operated globally in over 60 countries and span the entire energy and industrial spectrum. First Reserve has a legacy of investing in businesses deemed as critical infrastructure or value-added equipment and services. We believe the growing industry emphasis on asset integrity, sustainability, and other ESG-related investment themes will further underpin these types of investments in the future. In addition, First Reserve has substantial experience in the public equity markets having taken public or made investments in over 30 public companies across multiple exchanges throughout its history. We believe that we will benefit from First Reserve s investment experience, industry relationships, and expertise not only as financial investors but also as experienced specialists. We seek to capitalize on the ability of our management team and Board of Directors, and affiliation with First Reserve to identify and acquire a business that can benefit from these relationships and experience. Our management team and Board of Directors will be comprised of representatives of our sponsor as well as individuals who we view as widely respected business leaders that have held senior executive positions across the global energy, infrastructure, and general industrial markets, and have vast experience identifying and deploying sustainable strategies for existing markets as well as new areas spurred by the energy transition. Alex T. Krueger Chairman. Alex Krueger has served as our Chairman since January 2021. Mr. Krueger is President and Chief Executive Officer of First Reserve, which he joined in June 1999, and has over 20 years of energy investment experience. He is responsible for overall investment, asset management, strategic planning, and operations of First Reserve and its funds, as well as leading its internal ESG Group. Prior to joining First Reserve, Mr. Krueger worked in the energy group of Donaldson, Lufkin & Jenrette in Houston. Mr. Krueger serves or has served on the board of directors of various First Reserve portfolio companies or affiliates, including most recently, Ascent Resources, LLC, and IOG Resources, LLC. Additionally, Mr. Krueger currently serves on the Advisory Boards of BlackRock Global Energy & Power Infrastructure Fund I and Fund II and Blue Bear Capital, LLC. Mr. Krueger holds B.S. degrees in Chemical Engineering and Finance and Statistics from the University of Pennsylvania. Gary D. Reaves Director. Gary Reaves has been a member of our Board of Directors since January 2021. Mr. Reaves is a Managing Director of First Reserve, which he joined in 2006, and has over 15 years of experience evaluating transactions across the energy value chain. Mr. Reaves s primary responsibilities include investment origination, execution and exit, focusing on midstream infrastructure and logistics assets and the equipment, manufacturing and services businesses focused on midstream and downstream infrastructure and other industrial end markets. Mr. Reaves also works closely with Mr. Krueger, Mr. Wizel and the other senior members of the First Reserve team on overall investment strategy, portfolio management, talent development and strategic planning for First Reserve. Prior to joining First Reserve, Mr. Reaves was an Analyst in the Global Energy Group at UBS Investment Bank. He also spent time as an Analyst in Financial Advisory Services for Howard Frazier Barker Elliot, Inc. Mr. Reaves serves or has served on the board of directors of various First Reserve portfolio companies or affiliates, including: USA DeBusk, IRISNDT Inspection & Engineering Inc., Lamons, LineStar Integrity Services, Eagle Infrastructure Services, Refuel, Blue Racer Midstream, LLC, Crestwood Equity Partners LP (NYSE: CEQP), and Petroshale Inc. (TSXV: PSH). Mr. Reaves holds a B.B.A. from the University of Texas. Neil A. Wizel Chief Executive Officer and Director. Neil Wizel has served as our Chief Executive Officer and a member of our Board of Directors since January 2021. Mr. Wizel is a Managing Director of First Reserve, which he joined in 2007, and has over 15 years of energy investment experience. Mr. Wizel s primary responsibilities include investment origination, execution and exit, focusing on infrastructure and logistics/distribution assets and industrial service and manufacturing companies, all within the energy value chain. Mr. Wizel also works closely with Mr. Krueger, Mr. Reaves and the other senior members of the First Reserve team on overall investment strategy, portfolio management, talent development and strategic planning for First Reserve. Prior to joining First Reserve, Mr. Wizel was a member of the Investment Staff at Greenbriar Equity Group, a private equity firm with a focus on business services and advanced manufacturing in select industrial sectors. Prior to Greenbriar, he was a Financial Analyst in the Leveraged Finance/Financial Sponsor Group at Credit Suisse First Boston. Mr. Wizel serves or has served on the board of directors of various First Reserve portfolio companies or affiliates, including several of the companies through which First Reserve is progressing sustainability and ESG-related growth strategies, most notably Hoover Circular Solutions, Refuel and Lamons. Mr. Wizel holds a B.A. from Emory University. Thomas S. Amburgey Chief Financial Officer and Director. Thomas Amburgey has served as our Chief Financial Officer and Director since January 2021. Mr. Amburgey is a Director of First Reserve, which he joined in 2012, and has over 10 years of energy investment experience. During his time at First Reserve, Mr. Amburgey has been focused on investing across the global energy value chain, with particular emphasis on critical infrastructure and value-added equipment, manufacturing and services, and is currently responsible for helping lead First Reserve s investment initiatives across sustainability and energy transition as well as its internal ESG Group. Mr. Amburgey serves or has served on the board of directors of various First Reserve portfolio companies or affiliates, including several of the companies through which First Reserve is progressing sustainability and ESG-related growth strategies, most notably Lamons. Prior to joining First Reserve, he was an Analyst in the Financial Sponsors and Leveraged Finance division at UBS Investment Bank. Mr. Amburgey holds a B.B.A. and a Master of Accountancy from the University of Georgia. Market Opportunity Population and economic growth over the last several decades have created an unprecedented need to modernize existing infrastructure and capabilities that support increasing levels of consumer activities. Moreover, to prevent the worst effects of climate change, the Intergovernmental Panel on Climate Change ( IPCC ) believes that limiting global warming to 1.5 degrees Celsius above pre-industrial temperatures is essential, and estimates that it will require annual investments of $1.6 - $3.8 trillion in global energy systems and infrastructure through 2050. We believe that the energy, infrastructure, and general industrial sectors will require a significant portion of these new capital investments in order to develop and incorporate new technologies and capabilities that improve efficiency and achieve increasingly stringent environmental and sustainability standards. While specific market drivers vary across each opportunity, we believe that many of these businesses are poised to benefit from broad, long-term macroeconomic tailwinds in both domestic and international markets, including: Increasing regulatory requirements and growing public support for the reduction of greenhouse gas emissions; Rising investments in low-carbon, alternative energy sources as a way to reduce the environmental footprint of society; Ongoing adoption of digital technologies as a way to streamline operations and supply chains in order to increase energy efficiency; and Growing conservation and sustainability initiatives that protect against the exploitation of the world s natural resources and monitor the methods of waste disposal. Accordingly, we see growth potential in concentrating our investment on several components of these industries where we see particularly compelling opportunities: Alternative Energy Value Chain: Renewable energy is one of the fastest growing energy sources globally and there is increasing demand for companies that provide services, solutions, and technologies that support transitioning the energy mix away from fossil fuels and towards renewables and other no- and low-carbon energy solutions. We see compelling investment opportunities that support renewable energy development and the associated value chain including, but not limited to, the development of: Processes and equipment supporting widespread growth in renewable energy sources; Sustainable fuels including hydrogen, biofuels, and renewable gas / diesel; Technologies that facilitate and help support sustainable energy and power generation; and Other no- and low-carbon solutions that support the increased adoption of renewable energy. Infrastructure and Storage: As the average age of existing infrastructure continues to rise, solutions and services designed to replace or repurpose existing assets to operate with higher efficiency and a reduced carbon footprint will become increasingly important. We believe that compelling investment opportunities exist in both the reconfiguration of existing assets as well as the development of new, sustainability-focused infrastructure and storage capabilities including, but not limited to: Asset integrity, maintenance, and optimization of critical infrastructure; Logistics and associated infrastructure that support the development and distribution of sustainable fuels; Battery storage and related value chain opportunities; and Other infrastructure, storage, and grid enhancement opportunities that support the energy transition. Industrial Applications and Services: Developing an industrial complex that increases efficiency and reduces the environmental footprint is an important component of achieving increasingly stringent global ESG initiatives. We view companies that have a stated objective to reduce the environmental impact of existing operations as particularly attractive and see compelling investment opportunities including, but not limited to: Sustainable logistics and supply chain solutions; Emissions control, monitoring, remediation, and mitigation capabilities; Energy efficiency, reliability, and reduction services and technologies; and Other capabilities, technologies, and services that reduce the global carbon footprint. Electric Mobility and Charging: We believe that growth in electric mobility and charging capabilities will continue to increase as consumers demand improved connectivity to more efficient and smarter transportation and infrastructure. As such, we see compelling investment opportunities across this market including, but not limited to: Electric vehicle development and associated supply chains; Commercial and consumer charging and fueling networks; Autonomous driving; and Other software, mapping, and technology developments that support the expansion of smart transportation and city networks. Consumer and Retail Applications: We see the prevalence of single-use products and the buy / use / discard model associated with a broad range of consumer goods as untenable and not in-line with global sustainability initiatives. Accordingly, we anticipate that a transition towards a circular economy will become more prevalent and an effective way to decrease carbon intensity. We believe that compelling investment opportunities exist across consumer and retail applications including, but not limited to: Improved recycling and waste management techniques; Development of bio-plastics and plastic alternatives; Improvements in energy efficiency and resource management capabilities; and Other eco-conscious consumer products that reduce carbon intensity. We believe that our management team and Board of Directors, in partnership with First Reserve, are uniquely positioned to execute on these opportunities. Moreover, we are confident that there are a number of existing companies that would benefit from not only our perspective, market expertise, and network of industry relationships, but also from access to public capital markets. Business Strategy Our business strategy is to identify, combine, and maximize the value of a company that has the capabilities to improve the sustainability of existing energy, infrastructure, and general industry, and support the energy transition. Identified targets may demonstrate the characteristics set out below under our Acquisition Criteria and Process , and our selection process is expected to make significant use of our management team, Board of Directors, and First Reserve s extensive industry knowledge and contacts in our target sectors. We believe that our relationship with First Reserve, and its 38-year heritage of investments across the global energy, infrastructure, and general industrial markets, will help facilitate deal flow and be an attractive quality to management teams, owners, and customers of potential acquisition targets. We intend to focus our efforts on opportunities where we feel we have a competitive advantage and are best situated to enhance the value of the business after completion of the business combination with our ultimate goal of maximizing stakeholder value. We believe that many privately held and publicly traded companies consider First Reserve to be a trustworthy partner and recognize the firm s ability to drive value and enhance returns. Both our management team and Board of Directors share a set of experiences across diversified energy, infrastructure, and traditional industrial sectors and have invested across the capital structure in both private and publicly traded companies. In addition, we believe that the breadth of First Reserve s investment activities is a competitive advantage and could serve as another source of targets for our initial business combination to the extent that certain investment opportunities it reviews may not be appropriate for its existing investment funds. We believe that our integrated team and affiliation will allow us to pursue a number of transaction opportunities concurrently and reduce the time required from initial identification of an opportunity to transaction announcement. Acquisition Criteria and Process Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important when evaluating targets for our initial business combination. We will use these criteria and guidelines when evaluating business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and guidelines. We currently intend to focus on targets that we believe: Are poised for high growth due to processes, solutions and / or technologies that improve the sustainability, efficiency, and profitability of existing infrastructure and support the energy transition; Are active market participants in the development of a clean energy industry, continued decarbonization of the global industrial complex, and / or broader transition toward a sustainable economic model; Are engaged in activities that are consistent with management and First Reserve s corporate values and industry perspective, and will benefit from our team s partnership, operating / technical expertise, and extensive network of industry relationships; Have a defensible market position with differentiated product offerings, technology, assets, supply chain capabilities, or other sustainable competitive advantages, based on our analysis and due diligence review; Have a positive environmental and social impact, considering all stakeholders, employees, and the community without compromising financial returns for stockholders; Service a diverse mix of customers and provide a range of technology-driven service capabilities; Will be well-received by public investors and are expected to have good access to public capital markets; and Will generate attractive risk-adjusted returns for stockholders. Any evaluation relating to the merits of an initial business combination may be based on these general guidelines as well as other considerations, factors, and criteria that our management team may deem relevant; however, these criteria are not intended to be an exhaustive list. In the event that we decide to enter into our initial business combination with a target business that does not meet any or all of the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of a proxy solicitation or tender offer of materials that we would file with the Securities and Exchange Commission ( SEC ). In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, and inspection of products and facilities, as well as a review of financial and other information that will be made available to us. We also intend to utilize our transactional, managerial, and investment experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers, or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Our sponsor and members of our management team will directly or indirectly own founder shares and / or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention of resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Certain of our management team and directors are employed by First Reserve. First Reserve is regularly made aware of potential investment opportunities with energy and infrastructure companies, one or more of which we may desire to pursue for a business combination, but we have not selected any business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussion, directly or indirectly, with any business combination target. Certain of our officers and directors presently have, and any of them in the future may have, additional fiduciary or contractual obligations to other entities, including the First Reserve Funds, pursuant to which such officer or director is or will be required to present a business combination opportunity subject to his or her fiduciary duties. Accordingly, if any of our officers or directors become aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then subject to such officer s and director s fiduciary duties under Delaware law, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such other entity before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same; however, we do not expect these duties to materially affect our ability to complete our initial business combination. In addition, we may pursue an Affiliated Joint Acquisition (as defined below) opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities. Our amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. Our sponsor, officers, and directors may sponsor, form, or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such company may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates; however, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our sponsor, officers, and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Initial Business Combination So long as our securities are then listed on NASDAQ, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (less the deferred underwriting commissions and income taxes payable on the interest and other income earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. Our stockholders may not be provided with a copy of such opinion, nor will they be able to rely on such opinion. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our stockholders. However, if required under applicable law, any proxy statement that we deliver to stockholders and file with the SEC in connection with a proposed transaction will include such opinion. We may pursue an acquisition opportunity jointly with our sponsor, or one or more of its affiliates, which we refer to as an Affiliated Joint Acquisition. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. Any such issuance of equity or equity-linked securities would, on a fully diluted basis, reduce the percentage ownership of our then-existing stockholders. Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B common stock, issuances or deemed issuances of Class A common stock or equity-linked securities would result in an adjustment to the ratio at which shares of Class B common stock shall convert into shares of Class A common stock such that our initial stockholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all shares of common stock outstanding upon completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination), unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. Our sponsor and its affiliates have no obligation to make any such investment, and may compete with us for potential business combinations. We anticipate structuring our initial business combination so that the post-business combination company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, including an Affiliated Joint Acquisition as described above. However, we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on NASDAQ for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a target business. First Reserve and its respective affiliates, including the First Reserve Funds, are regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our company and we will not consider a business combination with any company that has already been identified to our sponsor or the First Reserve Funds or any of our directors or officers as a suitable acquisition candidate for affiliates of First Reserve, including the First Reserve Funds, unless First Reserve or one of its respective affiliates, in their sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity in accordance with applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. First Reserve and its respective affiliates manage multiple funds and investment vehicles and may raise additional funds and/or accounts in the future, which may be during the period in which we are seeking our initial business combination. These investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. In addition, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our officers and directors have and will have in the future time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by First Reserve or one of its respective affiliated entities. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investment funds, accounts, co-investment vehicles and other entities managed by First Reserve or one of its respective affiliated entities (including, without limitation, arising as a result of certain of our officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles or other entities), First Reserve and its respective applicable affiliate entities will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties, and there can be no assurance that such conflict of interest will be resolved in our favor. Corporate Information Our executive offices are located at 290 Harbor Drive, Fifth Floor, Stamford, CT 06902, and our telephone number is (203) 661-6601. Upon completion of this offering, our corporate website address will be www.frsgcorp.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus forms a part. You should not rely on any such information in making your decision whether to invest in our securities. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of shares of our Class A common stock that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. The Offering
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001842912_ftac-hera_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001842912_ftac-hera_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b0d53e8cf33690b1509f0334b6c060bedf13b11a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001842912_ftac-hera_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: we, us, company or our company are to FTAC Hera Acquisition Corp., a Cayman Islands exempted company; amended and restated memorandum and articles of association are to our memorandum and articles of association to be in effect upon completion of this offering; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares issued to our sponsor in a private placement and the shares of our Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination; initial holders are to the holders of our founder shares prior to, or upon consummation of, this offering, excluding Millennium which will receive certain founder shares from our sponsor upon consummation of our initial business combination, as described herein; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our officers and directors; Millennium refers collectively to Millennium Management LLC and certain funds and accounts managed by it, which are qualified institutional buyers that will purchase placement units in connection with this offering, and which expressed to us an interest to purchase up to 8.8% of the units sold in this offering (not including units sold pursuant to the underwriters over-allotment option); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; placement shares are to the 1,800,000 Class A ordinary shares included within the placement units being purchased by our sponsor and Millennium in the private placement; placement units are to the 1,800,000 units being purchased by our sponsor and Millennium in the private placement, each placement unit consisting of one placement share and one-fourth of one placement warrant; placement warrants are to redeemable warrants to purchase an aggregate of 450,000 of our Class A ordinary shares included within the placement units being purchased by our sponsor and Millennium in the private placement; private placement refers to the private placement of an aggregate of 1,800,000 units being purchased by our sponsor and Millennium, which will occur simultaneously with the completion of this offering, at a purchase price of $10.00 per unit for a total purchase price of $18 million; public shares are to our Class A ordinary shares offered as part of the units in this offering (whether they are subscribed for in this offering or thereafter in the open market); public shareholders are to the holders of our public shares; public warrants are to the redeemable warrants sold as part of the units in this offering (whether they are subscribed for in this offering or in the open market); 1 Table of Contents sponsor is collectively FTAC Hera Sponsor, LLC, a Delaware limited liability company and FTAC Hera Advisors, LLC, a Delaware limited liability company. FTAC Hera Sponsor, LLC will participate in the private placement. The manager of each entity is Hera Sponsor Interests, LLC, a Delaware limited liability company controlled by our Chairman, Betsy Cohen, and our President and Chief Executive Officer, Daniel Cohen; and warrants are to our redeemable warrants, which include the public warrants as well as the placement warrants to the extent they are no longer held by the initial purchasers of the placement units or their permitted transferees. All references in this prospectus to shares of the company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Registered trademarks referred to in this prospectus are the property of their respective owners. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. General We are a newly incorporated blank check company incorporated on January 18, 2021 as a Cayman Islands exempted company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination, involving one or more businesses or assets, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not identified any acquisition target and we have not, nor has anyone on our behalf, initiated any discussions, directly or indirectly, with respect to identifying any acquisition target. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. We currently intend to concentrate our efforts on identifying technology and financial services technology, or fintech, companies that power transformation and innovation. Our expertise lends itself well to pursuing platforms related to the financial services, real estate, insurance, ecommerce and related technology infrastructure sectors, but we are not required to complete our initial business combination with a business in these industries and, as a result, we may pursue a business combination outside of these industries. We expect to pursue global businesses but may also acquire a domestic company. We do not intend to acquire companies that have speculative business plans or are excessively leveraged. We believe our management team has the skills and experience to identify, evaluate and consummate a business combination and is positioned to assist businesses we acquire. However, our management team s network and investing and operating experience do not guarantee a successful initial business combination. The members of our management team are not required to devote any significant amount of time to our business and are concurrently involved with other businesses. There is no guarantee that our current officers and directors will continue in their respective roles, or in any other role, after our initial business combination, and their expertise may only be of benefit to us until our initial business combination is completed. Past performance by our management team is not a guarantee of success with respect to any business combination we may consummate. Business Strategy We will seek to capitalize on the significant technology, financial services, financial technology and banking experience and contacts of Betsy Z. Cohen, our Chairman of the Board, and Daniel G. Cohen, our President and Chief Executive Officer, and our board of directors, to identify, evaluate and acquire a technology or fintech business, although we may pursue a business combination outside of those industries. If we elect to pursue an investment outside of those industries, our management s expertise related to those industries may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding that industry might not be relevant to an understanding of the business that we elect to acquire. 2 Table of Contents Members of our board of directors and management team have served as executive officers, directors and/or advisors of FinTech Acquisition Corp., or FinTech I, a former blank check company which raised $100.0 million in its initial public offering in February 2015 and completed its initial business combination when it acquired FTS Holding Corporation in July 2016, which we refer to as the FinTech I Acquisition, in connection with which FinTech I changed its name to CardConnect Corp. The common stock of CardConnect Corp. was traded on NASDAQ under the symbol CCN until CardConnect Corp. was acquired by First Data Corporation in July 2017. See Management FinTech I for information regarding FinTech I and the Fintech I Acquisition. Members of our board of directors and management team have also served as executive officers, directors and/or advisors of FinTech Acquisition Corp. II, or FinTech II, a blank check company which raised $175.0 million in its initial public offering in January 2017 and completed its initial business combination when it acquired Intermex Holdings II in July 2018, which we refer to as the FinTech II Acquisition, in connection with which FinTech II changed its name to International Money Express, Inc. The common stock of International Money Express, Inc. is currently traded on the Nasdaq Capital Market under the symbol IMXI. See Management FinTech II for information regarding FinTech II and the Fintech II Acquisition. Members of our board of directors and management team have also served as executive officers, directors and/or advisors of FinTech Acquisition Corp. III, or FinTech III, a blank check company which raised $345.0 million in its initial public offering in November 2018 and completed its initial business combination with Paya, Inc. in October 2020, which we refer to as the FinTech III Acquisition. See Management FinTech III for information regarding FinTech III and the FinTech III Acquisition. Additionally, members of our board of directors and management team also currently serve as executive officers, directors and/or advisors of: FinTech Acquisition Corp. IV (NASDAQ: FTIV), or FinTech IV, a blank check company which raised $230.0 million in its initial public offering in September 2020; FTAC Olympus Acquisition Corp. (NASDAQ: FTOC), or FTAC Olympus, a blank check company which raised $754.7 million in its initial public offering in August 2020; and FinTech Acquisition Corp. V (NASDAQ: FTCV), or FinTech V, a blank check company which raised $250.0 million in its initial public offering in December 2020. See Management FinTech IV for information regarding FinTech IV. See Management FTAC Olympus for information regarding FTAC Olympus. See Management FinTech V for information regarding FinTech V. We believe that potential sellers of target businesses will view the fact that members of our board of directors and management team have successfully closed multiple business combinations with vehicles similar to our company as a positive factor in considering whether or not to enter into a business combination with us. However, past performance is not a guarantee of success with respect to any business combination we may consummate. Mr. Cohen, with over 22 years of experience in financial services and financial technology, is the Chairman of the Board of Directors and of the Board of Managers of Cohen & Company, LLC, and serves as the President and Chief Executive of the European Business of Cohen and Company, Inc. (NYSE American: COHN), a financial services company with approximately $2.65 billion in assets under management as of September 30, 2020, and as President, a director and the Chief Investment Officer of Cohen and Company Inc. s indirect majority owned subsidiary, Cohen & Company Financial Limited (formerly known as EuroDekania Management Limited), a Financial Conduct Authority regulated investment advisor and broker dealer focusing on the European capital markets ( CCFL ). Mr. Cohen previously served as Vice Chairman of the Board of Directors and of the Board of Managers of Cohen & Company, LLC. Mr. Cohen served as the Chief Executive Officer and Chief Investment Officer of Cohen and Company, Inc. from December 2009 to September 2013 and as the Chairman of the Board of Directors from October 2006 to September 2013. Mr. Cohen served as the executive Chairman of Cohen and Company, Inc. from October 2006 to December 2009. In addition, Mr. Cohen served as the Chairman of the Board of Managers of Cohen & Company, LLC from 2001 to September 2013, as the Chief Investment Officer of Cohen & Company, LLC from October 2008 to September 2013, and as Chief Executive Officer of Cohen & Company, LLC from December 2009 to September 2013. Mr. Cohen served as the Chairman and Chief Executive Officer of J.V.B. Financial Group, LLC (formerly C&Co/PrinceRidge Partners LLC), the Company s indirect broker dealer subsidiary ( JVB ), from July 2012 to September 2013. Mr. Cohen is also a founder, the former Chief Executive Officer and the current Chairman of The Bancorp, Inc. (NASDAQ: TBBK), which we refer to as Bancorp, a financial holding company with over $6.3 billion of total assets as of December 31, 2020. Bancorp s principal subsidiary is The Bancorp Bank, a state chartered bank that provides a wide range of commercial and retail banking products and services to both regional and national markets. Until October 2020, Mr. Cohen served as the Chief Executive Officer of FinTech III. Mr. Cohen served as Chairman of the Board of Directors of Insurance Acquisition Corp, or INSU I, a former blank check company which raised $150.7 million in its initial public offering in March 2019 and completed its initial business combination when it merged with affiliates of Shift Technologies, Inc. in October 2020, which we refer to as the INSU I Acquisition. See Management INSU I for information regarding INSU I and the 3 Table of Contents INSU I Acquisition. Mr. Cohen currently serves as the Chief Executive Officer of FinTech IV and FinTech V, and serves as Chairman of INSU Acquisition Corp. III (NASDAQ: IIII), or INSU III, a blank check company which raised $250 million in its initial public offering in December 2020. Mr. Cohen also recently joined FTAC Parnassus Acquisition Corp., or FTAC Parnassus, as its Chairman, and FinTech Acquisition Corp. VI, or FinTech VI, as its Chief Executive Officer, each a blank check company formed for the purpose of effecting its own initial business combination. Until February 2021, Mr. Cohen served as the Chairman of INSU Acquisition Corp. II, or INSU II. See Management INSU II for information regarding INSU II. Mr. Cohen served as Chief Executive Officer, President and a director of FinTech I until the FinTech I Acquisition, as Chief Executive Officer and a director of FinTech II until the FinTech II Acquisition, and as Chief Executive Officer of FinTech III until the FinTech III Acquisition. He is also a past Chief Executive Officer of RAIT Financial Trust, which we refer to as RAIT, formerly a publicly traded real estate finance company focused on the commercial real estate industry, from December 2006 when it merged with Taberna Realty Finance Trust, to February 2009, and served as a trustee from the date RAIT acquired Taberna in February 2009 until his resignation from that position in February 2010. From 1998 to 2000, Mr. Cohen served as the Chief Operating Officer of Resource America, Inc., formerly a publicly traded asset management company with interests in energy, real estate and financial services. Mr. Cohen was also a past director of Jefferson Bank of Pennsylvania, a commercial bank and subsidiary of JeffBanks, Inc., a publicly traded bank holding company, which we refer to as JeffBanks, acquired by Hudson United Bancorp in 1999. Betsy Z. Cohen, with over 42 years of experience, was a founder of Bancorp and served as Bancorp s Chief Executive Officer from September 2000 through December 2014. Ms. Cohen served as Chairman of the board of directors of FinTech III until the FinTech III Acquisition, as Chairman of the board of directors of FinTech II until the FinTech II Acquisition, and also served as the Chairman of the board of directors of FinTech I until the Fintech I Acquisition and, following the FinTech I Acquisition, served on the post-business combination board of directors until May 2017. She is currently the Chairman of the board of directors of FinTech IV, FinTech V, FinTech VI, FTAC Olympus and FTAC Athena Acquisition Corp., or FTAC Athena (NASDAQ: FTAA). Ms. Cohen is also a founder of RAIT and was its Chairman until December 2010 and its Chief Executive Officer until December 2006. She was also the founder and Chief Executive Officer of JeffBanks and its subsidiary banks from 1974 until the merger of JeffBanks into Hudson United Bancorp in 1999. We believe our management team has the skills and experience to identify, evaluate and consummate a business combination and is positioned to assist businesses we acquire. However, our management team s network of contacts, and its investing and operating experience, do not guarantee a successful initial business combination. The members of our management team are not required to devote any significant amount of time to our business and are involved with other businesses. We cannot guarantee that our current officers and directors will continue in their respective roles, or in any other role, after our initial business combination, and their expertise may only be of benefit to us until we complete our initial business combination. Past performance by our management team is not a guarantee of success with respect to any business combination we may consummate. NASDAQ rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register 4 Table of Contents as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholders approval, as applicable. Other Acquisition Considerations We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Unless we complete our initial business combination with an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination. Members of our management team may directly or indirectly own our ordinary shares and/or placement units following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, including FinTech IV, FinTech V, FinTech VI, INSU III, FTAC Olympus, FTAC Athena and FTAC Parnassus, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. 5 Table of Contents In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. In particular, affiliates of our sponsor are currently sponsoring other blank check companies that are seeking to complete business combinations. Many of our directors and officers serve in similar roles for FinTech IV, FinTech V, FinTech VI, INSU III, FTAC Olympus, FTAC Athena and FTAC Parnassus, blank check companies seeking to complete a business acquisition. Although we have no formal policy in place for vetting potential conflicts of interest, our Board of Directors will review any potential conflicts of interest on a case-by-case basis. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on January 18, 2021. Our executive offices are located at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and our telephone number is (215) 701-9555. 6 Table of Contents THE OFFERING In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 30 of this prospectus. Securities offered 75,000,000 units, at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one fourth of one warrant, each whole warrant exercisable to purchase one Class A ordinary share. Proposed NASDAQ symbols Units: HERAU Class A Ordinary Shares: HERA Warrants: HERAW Trading commencement and separation of Class A ordinary shares and warrants The units will begin trading promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters, informs us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. 7 Table of Contents Units: Number outstanding before this offering 0 Number outstanding after this offering and the private placement 76,800,000(1)(2) Ordinary shares: Number outstanding before this offering 22,012,500(3) Number outstanding after this offering and the private placement 96,000,000(1)(4) Redeemable Warrants: Number of placement warrants held as part of the placement units to be sold in a private placement simultaneously with this offering 450,000 Number of warrants to be outstanding after this offering and the private placement 19,200,000(1)(5) Exercisability Each unit contains one-fourth of one redeemable warrant. Each whole warrant is exercisable to purchase one of our Class A ordinary shares. Only whole warrants are exercisable. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by us and in the case of any such issuance to our sponsors or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and ____________ (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 2,812,500 founder shares. (2) Comprised of 75,000,000 units sold in this offering and 1,800,000 placement units to be sold in the private placement. (3) Consists solely of founder shares and includes up to 2,812,500 ordinary shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. Founder shares are classified as Class B ordinary shares, which shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution. (4) Includes 75,000,000 public shares, 1,800,000 Class A ordinary shares underlying the placement units to be sold in the private placement and 19,200,000 founder shares, assuming 2,812,500 founder shares have been forfeited. (5) Includes 18,750,000 public warrants included in the units sold in this offering and 450,000 placement warrants underlying the placement units to be sold in the private placement. 8 Table of Contents the $10.00 and $18.00 per share redemption trigger prices described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our best efforts to file, and within 60 business days following our initial business combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. No warrants will be exercisable for cash unless we have an effective and current registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the placement warrants): in whole and not in part; at a price of $0.01 per warrant; 9 Table of Contents upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the fair market value (defined below) over the exercise price of the warrants by (y) the fair market value. Please see the section entitled Description of Securities Redeemable Warrants Public Shareholders Warrants for additional information. Except as set forth below, none of the placement warrants will be redeemable by us so long as they are held by our sponsor, Millennium or their permitted transferees. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 Commencing ninety days after the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at a price equal to a number of Class A ordinary shares to be determined by reference to the table set forth under Description of Securities Redeemable Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Redeemable Warrants Public Shareholders Warrants ; 10 Table of Contents upon a minimum of 30 days prior written notice of redemption; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before we send the notice of redemption to the warrant holders; if, and only if, the placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above; and if, and only if, there is an effective registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is sent. The fair market value of our Class A ordinary shares shall mean the average last reported sale price of our Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Appointment of directors; voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. 11 Table of Contents Founder shares In January 2021, our sponsor paid certain offering costs totaling $25,000 in exchange for 22,012,500 founder shares, which is approximately $0.001 per share. Upon consummation of our initial business combination, our sponsor will transfer 3,600,000 founder shares to Millennium for the same price originally paid for such shares. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. The number of founder shares was determined based on the expectation that the founder shares would represent 20% of the aggregate of our founder shares, the placement shares and our issued and outstanding public shares after this offering and the private placement. If we increase or decrease the size of the offering, we will effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our sponsor at 20% of the aggregate of our founder shares, the placement shares and our issued and outstanding public shares after this offering and the private placement. Up to 2,812,500 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed, pursuant to such letter agreement, to vote their founder shares, placement shares and any public shares purchased during or after this offering in favor of our initial business combination (as a result, in addition to our initial shareholder s founder shares and the placement shares, we would need only 27,900,001, or 37.2%, of the 75,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised); 12 Table of Contents the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below and in our amended and restated memorandum and articles of association; and the founder shares are subject to registration rights. Transfer restrictions on founder shares Our sponsor and Millennium have agreed not to transfer, assign or sell any of their founder shares (except to permitted transferees, as described under Principal Shareholders Transfers of Founder Shares and Placement Units (including securities contained therein) (i) with respect to 25% of such shares, until consummation of our initial business combination, (ii) with respect to 25% of such shares, until the closing price of our Class A ordinary shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination, (iii) with respect to 25% of such shares, until the closing price of our Class A ordinary shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination, and (iv) with respect to 25% of such shares, until the closing price of our Class A ordinary shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination or earlier, in any case if, following a business combination, we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their shares for cash, securities or other property (except as described herein under the section of this prospectus entitled Principal Shareholders Transfers of Founder Shares and Placement Units ). Any permitted transferees would be subject to the same restrictions and other agreements of our initial holders with respect to any founder shares. Notwithstanding the foregoing, in connection with an initial business combination, the initial holders may transfer, assign or sell their founder shares with our consent to any person or entity that agrees in writing to be bound by the transfer restrictions set forth in the prior sentence. Founder shares conversion and anti-dilution rights We have issued 22,012,500 Class B ordinary shares, par value $0.0001 per share. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein and in our amended and restated memorandum and articles of association. 13 Table of Contents In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares outstanding upon completion of this offering and the private placement, plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination, or any private placement-equivalent units issued to our sponsor or its affiliates upon conversion of loans made to us. Holders of founder shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be deemed issued for purposes of the conversion adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Private placement Our sponsor and Millennium have committed to purchase an aggregate of 1,800,000 placement units at a price of $10.00 per unit ($18,000,000 in the aggregate), in a private placement that will close simultaneously with the closing of this offering. The placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus. If we do not consummate an initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the placement units held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the placement units (and the underlying securities) will expire worthless. The placement warrants included in the placement units will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Placement Warrants ). If the placement warrants are held by holders other than the sponsor, Millennium or their permitted transferees, the placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. 14 Table of Contents Each placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. Placement warrants may be exercised only for a whole number of shares. If any fractional interests would be issuable upon exercise of a placement warrant, we will round down to the nearest whole number the number of Class A ordinary shares to be issued to the holder. A portion of the purchase price of the placement warrants will be added to the net proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds of the sale of the placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the placement warrants will expire worthless. The placement warrants will not be redeemable by us and will be exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (except as described below under Principal Shareholders Transfers of Founder Shares and Placement Warrants ). If the placement warrants are held by holders other than the initial holders or their permitted transferees, the placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on placement units The placement units and their component securities will not be transferable, assignable or salable until 30 days after the consummation of our initial business combination. The placement warrants will be non-redeemable so long as they are held by the sponsor, Millennium or their permitted transferees. If the placement units are held by someone other than the sponsor, Millennium or their permitted transferees, the placement warrants will be redeemable by us and exercisable by such holders on the same basis as the warrants included in the units being sold in this offering. Proceeds to be held in trust account The rules of NASDAQ provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the placement units described in this prospectus, $750,000,000 ($10.00 per unit), or $862,500,000 ($10.00 per unit) if the underwriters over-allotment option is exercised in full, will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and $3.0 million will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $26,250,000 (or up to $32,437,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. 15 Table of Contents Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the private placement will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes. Based upon current interest rates, we expect the trust account to generate approximately $750,000 of interest annually (assuming no exercise of the underwriters overallotment option and an interest rate of 0.1% per year) following the investment of such funds in specified U.S. government treasury bills or in specified money market funds. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the placement units not held in the trust account, which will be approximately $1,500,000 in working capital after the payment of approximately $1,500,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. The NASDAQ rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. 16 Table of Contents If our Board of Directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Permitted purchases of public shares by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, Millennium, our sponsor, directors, officers or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Please see Proposed Business Permitted purchases of our securities for a description of how such persons will determine which shareholders to seek to acquire shares from. There is no limit on the number of shares such persons may purchase, or any restriction on the price that they may pay. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers or their affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. 17 Table of Contents We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our sponsor, directors, officers or their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our placement shares or warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, placement shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement. Under NASDAQ rules, asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by law or stock exchange listing requirement or we choose to seek shareholder approval for business or other legal reasons. So long as we maintain a listing for our securities on NASDAQ, we will be required to comply with such rules. 18 Table of Contents If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our NASDAQ listing or Exchange Act registration. 19 Table of Contents If we seek shareholder approval, we will complete our initial business combination only if we receive the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our sponsor and its permitted transferees will own approximately 21.1% of our issued and outstanding ordinary shares entitled to vote thereon. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. Our amended and restated memorandum and articles of association provide that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof. Tendering share certificates in connection with a tender offer or redemption rights We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. 20 Table of Contents Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares held by them redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public shareholder and subject to the 15% limitation in connection with any such redemption right. 21 Table of Contents Redemption rights in connection with proposed amendments to our amended and restated memorandum and articles of association Our amended and restated memorandum and articles of association provide that any of its provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the placement units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and in our amended and restated memorandum and articles of association, but excluding the provision of the articles relating to the appointment of directors), may be amended if approved by a special resolution under Cayman Islands law, which requires the approval of holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. Should our sponsor vote all its shares in favor of any such amendment, we would require 27,900,001, or 37.2%, of the placement shares purchased by Millennium and public shares issued in this offering to be voted in favor of any such amendment for its approval (assuming no exercise of the underwriter s overallotment option and no purchase by our sponsor or its affiliates of public shares in this offering or thereafter). We may not issue additional securities that can vote on amendments to our amended and restated memorandum and articles of association or in our initial business combination. Our sponsor, which will beneficially own 21.1% of our ordinary shares upon the closing of this offering and the private placement (assuming it does not purchase units in this offering and assuming that the underwriters do not exercise their over-allotment option), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner it chooses. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. 22 Table of Contents Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us, other than funds the trustee will use to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination. We will use the remaining funds to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers, and directors have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. 23 Table of Contents Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares and placement shares if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our sponsor, officers or directors acquire public shares after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC s penny stock rules). Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by us to our sponsor, officers or directors, or any entities with which they are affiliated, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the placement units held in the trust account prior to the completion of our initial business combination: repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; payment pursuant to the terms of an Administrative Services Agreement to our sponsor for office space, administrative and shared personnel support services, in an amount equal to $25,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and 24 Table of Contents repayment of loans which may be made by our sponsor, members of our management team or any of their respective affiliates or other third parties to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $2,000,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender at the time of the business combination. The units would be identical to the placement units sold in the private placement. These payments may be funded using the net proceeds of this offering and the sale of the placement units not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or any entity with which they are affiliated. Expression of interest Millennium has expressed to us an interest to purchase up to 8.8% of the units sold in this offering (excluding units that may be sold pursuant to the underwriters over-allotment option). Because this expression of interest is not a binding agreement or commitment to purchase, Millennium may determine to purchase more, fewer or no units in this offering, up to a maximum of 9.9% of the units sold in this offering (excluding units that may be sold pursuant to the underwriters over-allotment option), and we are under no obligation to accept Millennium s offer in part or full. In the event that Millennium purchases such units (either in this offering or after) and votes them in favor of our initial business combination, a smaller portion of affirmative votes from other public shareholders would be required to approve our initial business combination. As a result of the founder shares and private placement warrants that Millennium may hold, they may have different interests with respect to a vote on an initial business combination than other public shareholders. Audit committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. 25 Table of Contents Conflicts of interest Each of our officers and directors presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. Indemnity FTAC Hera Sponsor, LLC has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, FTAC Hera Sponsor, LLC will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether FTAC Hera Sponsor, LLC has sufficient funds to satisfy their indemnity obligations and believe that FTAC Hera Sponsor, LLC s only assets are securities of our company. We have not asked FTAC Hera Sponsor, LLC to reserve for such obligations. Risks
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001842937_red-rock_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001842937_red-rock_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d497ba646b1d6ea22963995eb02dd989cff17b11
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001842937_red-rock_prospectus_summary.txt
@@ -0,0 +1 @@
+Our direct anchor investors, our other anchor investors and a strategic investment fund that is focused on end-markets similar to those on which the Company intends to concentrate, which we refer to as the strategic anchor investor throughout this prospectus, and which we refer to collectively with the direct anchor investors and our other anchor investors as our anchor investors, have expressed to us an interest to purchase an aggregate of $291.3 million, or 97.1%, of units in this offering at the offering price, assuming no exercise of the underwriters option to purchase additional units, and we have agreed to direct the underwriters to sell to the anchor investors such amount of units, subject to our satisfying the Nasdaq Global Market ( Nasdaq ) listing requirement that we have a minimum of 400 round lot holders of our units. Because these expressions of interest are not binding agreements or commitments to purchase, our anchor investors may determine to purchase more, fewer or no units in this offering or the underwriters may determine to sell more, fewer or no units to our anchor investors. For a discussion of certain additional arrangements with our anchor investors, see Summary The Offering Expressions of Interest. Prior to this offering, there has been no public market for our units, Class A common stock or warrants. We have applied to list our units on Nasdaq, under the symbol HCVIU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus, subject to certain conditions. Once the securities constituting the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols HCVI and HCVIW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. Please see Risk Factors on page 33. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 300,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 16,500,000 Proceeds, before expenses, to us $ 9.45 $ 283,500,000 ____________ (1) Includes $0.35 per unit, or $10,500,000 (or up to $12,075,000 if the underwriters option to purchase additional units is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of shares of Class A common stock sold as part of the units in this offering, as described in this prospectus. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $300.0 million, or $345.0 million if the underwriters option to purchase additional units is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. ________________________ Joint Book-Running Managers Citigroup Barclays Table of Contents We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. TABLE OF CONTENTS Page SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001843021_nydig_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001843021_nydig_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..882f422055073e049bdd4800e4b91104adf55694
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001843021_nydig_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This is only a summary of the Prospectus and, while it contains material information about the Trust and its Shares, it does not contain or summarize all of the information about the Trust and the Shares contained in the Prospectus that is material and/or that may be important to you. You should read this entire Prospectus before making an investment decision about the Shares. For a glossary of defined terms, see Appendix A. Overview of the Trust NYDIG Bitcoin ETF (the Trust ) is an exchange-traded fund that issues common shares of beneficial interest (the Shares ) that trade on NYSE Arca, Inc. (the Exchange ) under a ticker symbol to be announced prior to commencement of trading. The Trust s investment objective is to reflect the performance of the price of bitcoin less the expenses of the Trust s operations. The Trust will not seek to reflect the performance of any benchmark or index. In seeking to achieve its investment objective, the Trust will hold bitcoin. The Trust will value its assets daily in accordance with Generally Accepted Accounting Principles ( GAAP ), which generally value bitcoin by reference to orderly transactions in the principal active market for bitcoin, as described under Calculation of NAV herein. NYDIG Asset Management LLC (the Sponsor ) is the sponsor of the Trust, Delaware Trust Company (the Trustee ) is the trustee of the Trust and NYDIG Trust Company LLC (the Bitcoin Custodian ) will hold all of the Trust s bitcoin on the Trust s behalf as custodian. Both the Sponsor and the Bitcoin Custodian are indirect wholly-owned subsidiaries of New York Digital Investment Group LLC ( NYDIG ). The Trust will process all creations and redemptions of Shares in transactions with financial firms that are authorized to do so (known as Authorized Participants ). When the Trust issues or redeems its Shares, it will do so only in in-kind transactions in blocks of 10,000 Shares (a Creation Basket ) based on the quantity of bitcoin attributable to each Share of the Trust (net of accrued but unpaid Sponsor fees and any accrued but unpaid extraordinary expenses or liabilities). Because the creation and redemption of Creation Baskets will be effected in in-kind transactions based on the quantity of bitcoin attributable to each Share, the quantity of Creation Baskets so created or redeemed will generally not be affected by fluctuations in the value of bitcoin. When purchasing Creation Baskets, Authorized Participants or their agents will deliver bitcoin to the Trust s account with the Bitcoin Custodian in exchange for Creation Baskets. When redeeming Creation Baskets, Authorized Participants or their agents will receive bitcoin from the Trust through the Bitcoin Custodian. The Trust will not purchase or, barring a liquidation or extraordinary circumstances described herein, sell bitcoin directly. The initial Authorized Participant is Morgan Stanley & Co. LLC. To support the ability of Authorized Participants to provide liquidity at prices that reflect the value of the Trust s assets and to facilitate orderly transactions in the Shares, the Trust will ordinarily process redemptions of Creation Baskets on the next day when the Exchange is open for regular trading (a Business Day ) following receipt of a redemption request by an Authorized Participant. Creation Baskets are expected to be created when there is sufficient demand for Shares, including when the market price per Share is at a premium to the net asset value ( NAV ) per Share. Authorized Participants are expected to sell such Shares to the public at prices that reflect, among other factors, the value of the Trust s assets, supply of and demand for Shares and market conditions at the time of a transaction. Similarly, Creation Baskets are expected to be redeemed when the market price per Share is at a discount to the NAV per Share. Investors seeking to purchase or sell Shares on any day are expected to transact in the secondary market, on the Exchange or other national securities exchanges, at the market price per Share rather than through the creation or redemption of Creation Baskets. The Sponsor believes that the design of the Trust will enable investors to effectively and efficiently implement strategic and tactical asset allocation strategies that use bitcoin by investing in the Shares rather than directly in bitcoin. The information in this Preliminary Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Preliminary Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated February 16, 2021 PRELIMINARY PROSPECTUS SHARES NYDIG BITCOIN ETF NYDIG Bitcoin ETF (the Trust ) is an exchange-traded fund that issues common shares of beneficial interest (the Shares ) that trade on NYSE Arca, Inc. (the Exchange ) under a ticker symbol to be announced prior to commencement of trading. The Trust s investment objective is to reflect the performance of the price of bitcoin less the expenses of the Trust s operations. The Trust will not seek to reflect the performance of any benchmark or index. In seeking to achieve its investment objective, the Trust will hold bitcoin. The Trust will value its assets daily in accordance with Generally Accepted Accounting Principles ( GAAP ), which generally value bitcoin by reference to orderly transactions in the principal active market for bitcoin, as described under Calculation of NAV herein. NYDIG Asset Management LLC (the Sponsor ) is the sponsor of the Trust, Delaware Trust Company (the Trustee ) is the trustee of the Trust and NYDIG Trust Company LLC (the Bitcoin Custodian ) will hold all of the Trust s bitcoin on the Trust s behalf as custodian. Shareholders who decide to buy or sell Shares of the Trust will place their trade orders through their brokers and may incur customary brokerage commissions and charges. Such trades may occur at a premium or discount relative to the net asset value ( NAV ) of the Shares of the Trust. The Trust will process all creations and redemptions of Shares in transactions with financial firms that are authorized to do so (known as Authorized Participants ). When the Trust issues or redeems its Shares, it will do so only in in-kind transactions in blocks of 10,000 Shares (a Creation Basket ) based on the quantity of bitcoin attributable to each Share of the Trust (net of accrued but unpaid Sponsor fees and any accrued but unpaid extraordinary expenses or liabilities). Because the creation and redemption of Creation Baskets will be effected in in-kind transactions based on the quantity of bitcoin attributable to each Share, the quantity of Creation Baskets so created or redeemed will generally not be affected by fluctuations in the value of bitcoin. When purchasing Creation Baskets, Authorized Participants or their agents will deliver bitcoin to the Trust s account with the Bitcoin Custodian in exchange for Creation Baskets. When redeeming Creation Baskets, Authorized Participants or their agents will receive bitcoin from the Trust through the Bitcoin Custodian. The Trust will not purchase or, barring a liquidation or extraordinary circumstances described herein, sell bitcoin directly. Authorized Participants are expected to sell Shares to the public at prices that reflect, among other factors, the value of the Trust s assets, supply and demand for the Shares and market conditions at the time of a transaction. The initial Authorized Participant is Morgan Stanley & Co. LLC. Prior to this offering, there has been no public market for the Shares. The Shares are expected to be listed for trading, subject to notice of issuance, on the Exchange under a ticker symbol to be announced prior to commencement of trading. Investing in the Trust involves risks similar to those involved with an investment directly in bitcoin and other significant risks. See Risk Factors beginning on page 9. The offering of the Trust s Shares is registered with the Securities and Exchange Commission (the SEC ) in accordance with the Securities Act of 1933, as amended (the 1933 Act ). The offering is intended to be a continuous offering and is not expected to terminate until either all of the registered Shares have been sold or three years from the date of the original offering, whichever is earlier, unless extended as permitted by applicable rules under the 1933 Act. The Trust is not a mutual fund, is not registered under the Investment Company Act of 1940, as amended (the 1940 Act ) and is not subject to regulation under the 1940 Act. The Trust is not a commodity pool for purposes of the Commodity Exchange Act of 1936, as amended (the CEA ), and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission (the CFTC ) as a commodity pool operator or a commodity trading advisor. The Trust s Shares are neither interests in, nor obligations, of the Sponsor or the Trustee. AN INVESTMENT IN THE TRUST INVOLVES SIGNIFICANT RISKS AND MAY NOT BE SUITABLE FOR SHAREHOLDERS THAT ARE NOT IN A POSITION TO ACCEPT RISKS RELATED TO BITCOIN. THE SHARES ARE SPECULATIVE SECURITIES. THEIR PURCHASE INVOLVES A HIGH DEGREE OF RISK, AND YOU COULD LOSE YOUR ENTIRE INVESTMENT. YOU SHOULD CONSIDER ALL RISK FACTORS BEFORE INVESTING IN THE TRUST. PLEASE REFER TO RISK FACTORS BEGINNING ON PAGE 9. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED IN THIS PROSPECTUS, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE TRUST IS AN EMERGING GROWTH COMPANY AS THAT TERM IS USED IN THE JUMPSTART OUR BUSINESS STARTUPS ACT AND, AS SUCH, MAY ELECT TO COMPLY WITH CERTAIN REDUCED REPORTING REQUIREMENTS. The date of this Prospectus is , 2021 STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Prospectus includes forward-looking statements that generally relate to future events or future performance. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expect, plan, anticipate, believe, estimate, predict, potential or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this Prospectus that address activities, events or developments that will or may occur in the future, including such matters as movements in the digital asset markets, the Trust s operations, the Sponsor s plans and references to the Trust s future success and other similar matters, are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this Prospectus, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other economic and political developments. Consequently, all the forward-looking statements made in this Prospectus are qualified by these cautionary statements, and there can be no assurance that actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the Trust s operations or the value of its Shares. The Trust s Expenses The Trust will pay the Sponsor a unified fee of 0.50% per annum (the Sponsor Fee ) as compensation for services performed under the Trust Agreement (as defined herein). The Trust s only ordinary recurring expense is the Sponsor Fee. The Sponsor Fee will be accrued daily and paid monthly on the first Business Day of the month in kind in bitcoin, and will be calculated by the Administrator based on the quantity of bitcoin held by the Trust. Because the Sponsor Fee is paid in bitcoin and calculated by reference to the quantity of bitcoin held by the Trust, the expenses of the Trust as a percentage of its assets will generally not be affected by fluctuations in the value of bitcoin. Except as noted below, the Sponsor has agreed to pay all of the Trust s ordinary expenses out of the Sponsor s unified fee, including, but not limited to, the Trustee s fees, the fees of U.S. Bancorp Fund Services, LLC (the Administrator and the Transfer Agent ), the fees of the Bitcoin Custodian, the fees of Foreside Global Services, LLC (the Marketing Agent ), Exchange listing fees, Securities and Exchange Commission ( SEC ) registration fees, printing and mailing costs, legal costs and audit fees. The Sponsor also paid the costs of the Trust s organization. The Trust may incur certain extraordinary expenses that are not contractually assumed by the Sponsor. These include, but are not limited to, litigation and indemnification expenses, judgments, transactional expenses, taxes and other expenses not incurred in the ordinary course of the Trust s business. In such extraordinary circumstances, the Trust may sell bitcoin to pay such expenses. When the Trust sells bitcoin to pay such extraordinary expenses, the Trust will generally attempt to do so in an amount that minimizes the Trust s holdings of cash or other assets other than bitcoin. The Trust s Legal Structure The Trust is a Delaware statutory trust, formed on January 22, 2021 pursuant to the Delaware Statutory Trust Act ( DSTA ). The Trust continuously issues common shares representing fractional undivided beneficial interest in and ownership of the Trust that may be purchased and sold on the Exchange. The Trust operates pursuant to its Declaration of Trust and Trust Agreement, dated as of January 22, 2021, which is expected to be amended and restated prior to commencement of operations of the Trust (the Trust Agreement ). Delaware Trust Company, a Delaware trust company, is the Delaware trustee of the Trust (the Trustee ). The Trust is managed and controlled by the Sponsor. The Trust s Service Providers The Sponsor NYDIG Asset Management LLC is the Sponsor of the Trust. The Sponsor arranged for the creation of the Trust and is responsible for the ongoing registration of the Shares for their public offering, the listing of Shares on the Exchange and valuing the bitcoin held by the Trust. The Sponsor is a limited liability company formed in the state of Delaware on March 17, 2018, and is a wholly-owned subsidiary of NYDIG. NYDIG and its affiliates, including the Sponsor, provide asset management, custody, trading and technology solutions focused on bitcoin. The Trustee Delaware Trust Company, a Delaware trust company, acts as the Trustee of the Trust as required to create a Delaware statutory trust in accordance with the Trust Agreement and the DSTA. The Administrator U.S. Bancorp Fund Services, LLC serves as the Trust s Administrator. Under the trust administration and accounting agreement, the Administrator provides necessary administrative, tax and accounting services and financial reporting for the maintenance and operations of the Trust, including calculating the NAV per Share of the Trust and the NAV of the Trust. The Transfer Agent U.S. Bancorp Fund Services, LLC also serves as the Transfer Agent for the Trust. The Transfer Agent is responsible for (1) issuing and redeeming Shares, (2) responding to correspondence by holders of the Shares ( Shareholders ) and others relating to its duties, (3) maintaining Shareholder accounts and (4) making periodic reports to the Trust. The Bitcoin Custodian NYDIG Trust Company LLC serves as the Trust s Bitcoin Custodian. Under the custodial agreement, the Bitcoin Custodian is responsible for (1) safekeeping all of the bitcoin owned by the Trust, (2) opening an account that holds the Trust s bitcoin and (3) facilitating the transfer of bitcoin required for the operation of the Trust, as directed by the Sponsor. The Bitcoin Custodian is chartered as a limited purpose trust company by the New York State Department of Financial Services ( NYDFS ) and is authorized by the NYDFS to provide digital asset custody services. The Bitcoin Custodian is a wholly-owned subsidiary of NYDIG. Authorized Participants Only Authorized Participants may purchase or redeem Creation Baskets from the Trust. When purchasing Creation Baskets, Authorized Participants or their agents will deliver bitcoin to the Trust s account with the Bitcoin Custodian in exchange for Creation Baskets. When redeeming Creation Baskets, Authorized Participants or their agents will receive bitcoin from the Trust through the Bitcoin Custodian. Authorized Participants are expected to sell Shares to the public at prices that reflect, among other factors, the value of the Trust s assets, supply of and demand for Shares and market conditions at the time of a transaction. The initial Authorized Participant is Morgan Stanley & Co. LLC. The Marketing Agent Foreside Global Services, LLC serves as the Trust s Marketing Agent. The Marketing Agent is responsible for reviewing and approving the marketing materials prepared by the Sponsor for compliance with applicable SEC and Financial Industry Regulatory Authority advertising laws, rules and regulations. Custody of the Trust s Assets The Trust s Bitcoin Custodian will custody of all of the Trust s bitcoin. Custody of bitcoin typically involves the generation, storage and utilization of private keys. These private keys are used to effect transfer transactions i.e., transfers of bitcoin from an address associated with the private key to another address. While private keys must be used to send bitcoin, private keys do not need to be used or shared in order to receive a bitcoin transfer; every private key has an associated public key and an address derived from that public key that can be freely shared, to which counterparties can transfer bitcoin. The Bitcoin network has a public ledger, meaning that anybody with access to the address can see the balance of digital assets in that address. The Bitcoin Custodian carefully considers the design of the physical, operational and cryptographic systems for secure storage of the Trust s private keys in an effort to lower the risk of loss or theft. No such system is perfectly secure and loss or theft due to operational or other failure is always possible. See Risk Factors Cybersecurity Risk Related to Bitcoin. The Bitcoin Custodian uses a multi-factor security system under which actions by multiple individuals working together are required to access the private keys necessary to transfer such digital assets and ensure the Trust s exclusive ownership. The multi-factor security system generates private keys using a Federal Information Processing Standards Publication 140-2 ( FIPS 140-2 )-certified random number generator to ensure the keys uniqueness. Before these keys are used, the Bitcoin Custodian validates that the public addresses associated with these keys have no associated digital asset balances. The software used for key generation and verification is tested by the Bitcoin Custodian and is reviewed by third-party advisors from the security community with specific expertise in computer security and applied cryptography. The private keys are stored in an encrypted manner using a FIPS 140-2-certified security module held in redundant secure, geographically dispersed locations with high levels of physical security, including robust physical barriers to entry, electronic surveillance and continuously roving patrols. The operational procedures of these facilities and of the Bitcoin Custodian are reviewed by third-party advisors with specific expertise in physical security. The devices that store the keys will never be connected to the internet or any other public or private distributed network this is colloquially known as cold storage. Only specific individuals are authorized to participate in the custody process, and no individual acting alone will be able to access or use any of the private keys. In addition, no combination of the executive officers of the Sponsor or the investment professionals managing the Trust, acting alone or together, will be able to access or use any of the private keys that hold the Trust s bitcoin. The Trust generally does not intend to hold cash or cash equivalents. However, the Trust may hold cash and cash equivalents on a temporary basis to pay extraordinary expenses. The Trust has entered into a cash custody agreement with U.S. Bank N.A. under which U.S. Bank N.A. acts as custodian of the Trust s cash and cash equivalents. Net Asset Value The NAV of the Trust is determined in accordance with GAAP as the total value of bitcoin held by the Trust, plus any cash or other assets, less any liabilities including accrued but unpaid expenses. The NAV per Share is determined by dividing the NAV of the Trust by the number of Shares outstanding. The NAV of the Trust is typically determined as of 4:00 p.m. Eastern time (ET) on each Business Day. The Trust s daily activities are generally not reflected in the NAV determined for the Business Day on which the transactions are effected (the trade date), but rather on the following Business Day. The amount of bitcoin represented by the Shares will be reduced during the life of the Trust due to the transfer of the Trust s bitcoin to pay for the Sponsor Fee, and to pay for any extraordinary expenses. This dynamic will occur irrespective of whether the value of the Trust s assets, or the trading price of the Shares, rises or falls. See Risk Factors Risks Related to the Trust and the Shares The amount of bitcoin represented by the Shares will decline over time and Calculation of NAV. Plan of Distribution The Trust is an exchange-traded fund. Shareholders who decide to buy or sell Shares of the Trust will place their trade orders through their brokers and may incur customary brokerage commissions and charges. Such trades may occur at a premium or discount relative to the NAV of the Shares of the Trust. When the Trust issues or redeems its Shares, it will do so only in in-kind transactions in one or more Creation Baskets. Only Authorized Participants may purchase or redeem Creation Baskets from the Trust. When purchasing Creation Baskets, Authorized Participants or their agents will deliver bitcoin to the Trust s account with the Bitcoin Custodian in exchange for Shares. Authorized Participants are expected to sell such Shares to the public at prices that reflect, among other factors, the value of the Trust s assets, supply of and demand for Shares and market conditions at the time of a transaction. The initial Authorized Participant is Morgan Stanley & Co. LLC. Prior to this offering, there has been no public market for the Shares. The Shares are expected to be listed for trading, subject to notice of issuance, on the Exchange under a ticker symbol to be announced prior to commencement of trading. Federal Income Tax Considerations It is expected that owners of Shares will be treated, for U.S. federal income tax purposes, as if they own a proportionate share of the assets of the Trust, as if they directly receive a proportionate share of any income of the Trust, and as if they incur a proportionate share of the expenses of the Trust. Consequently, each sale of bitcoin by the Trust (which includes, under current Internal Revenue Service guidance, using bitcoin to pay expenses of the Trust, including the Sponsor Fee) would give rise to taxable gain or loss to Shareholders. See U.S. Federal Income Tax Consequences Taxation of U.S. Shareholders. Use of Proceeds Proceeds received by the Trust from the issuance of Creation Baskets consist of bitcoin. Such bitcoin is held by the Bitcoin Custodian on behalf of the Trust until (i) delivered in connection with redemptions of Creation Baskets, (ii) transferred to the Sponsor to pay the Sponsor Fee or (iii) sold by the Bitcoin Custodian at the direction of the Trust to pay for extraordinary expenses and liabilities not assumed by the Sponsor. Bitcoin and the Bitcoin Network Bitcoin is a digital asset the ownership and behavior of which are determined by participants in an online, peer-to-peer network that connects computers that run publicly accessible, or open source, software that follows the rules and procedures governing the Bitcoin network, commonly referred to as the Bitcoin protocol. The value of bitcoin, like the value of other digital assets, is not backed by any government, corporation or other identified body. Ownership and the ability to transfer or take other actions with respect to bitcoin is protected through public-key cryptography. The supply of bitcoin is constrained or formulated by its protocol instead of being explicitly delegated to an identified body (e.g., a central bank or corporate treasury) to control. Units of bitcoin are treated as fungible. Bitcoin and certain other types of digital assets are sometimes referred to as digital currencies or cryptocurrencies. No single entity owns or operates the Bitcoin network, the infrastructure of which is collectively maintained by (1) a decentralized group of participants who run computer software that results in the recording and validation of transactions (commonly referred to as miners ), (2) developers who propose improvements to the Bitcoin protocol and the software that enforces the protocol and (3) users who choose what Bitcoin software to run. Bitcoin was released in 2009 and, as a result, there is little data on its long-term investment potential. Bitcoin is not backed by a government-issued legal tender. Bitcoin is stored or reflected on a digital transaction ledger commonly known as a blockchain. A blockchain is a type of shared and continually reconciled database, stored in a decentralized manner on the computers of certain users of the digital asset. A blockchain is a canonical record of every digital asset: the blockchain records every coin or token, balances of digital assets, every transaction and every address associated with a quantity of a particular digital asset. Bitcoin utilizes the blockchain to record transactions into and out of different addresses, facilitating a determination of how much bitcoin is in each address. Bitcoin is created by mining. Mining involves miners using a sophisticated computer program to repeatedly solve complex mathematical problems on specialized computer hardware. The mathematical problem involves a computation involving all or some bitcoin transactions that have been proposed by the Bitcoin network s participants. When this problem is solved, the computer creates a block consisting of these transactions. As each newly solved block refers back to and connects with the immediately prior solved block, the addition of a new block adds to the blockchain in a manner similar to a new link being added to a chain. A miner s proposed block is added to the blockchain once a majority of the nodes on the network confirm the miner s work. A miner that is successful in adding a block to the blockchain is automatically awarded a fixed amount of bitcoin for its efforts plus any transaction fees paid by transferors whose transactions are recorded in the block. This reward system is the means by which new bitcoin enter circulation. This reward system, called proof of work, also ensures that the local copies of the Bitcoin blockchain maintained by participants in the Bitcoin network are kept in consensus with one another. The Bitcoin Market Bitcoin had a total market capitalization of approximately $638 billion as of January 31, 2021. Bitcoin spot trading occurs on venues in the U.S. that are licensed to conduct that business by the NYDFS, other venues in the U.S. and non-U.S. venues. In addition, bitcoin futures and options trading occurs on exchanges in the U.S. regulated by the CFTC. The market for NYDFS-licensed and CFTC-regulated trading of bitcoin and bitcoin derivatives has developed substantially. Bitcoin market conditions in the three months ending on January 31, 2021 are briefly summarized as follows: Bitcoin: Six NYDFS-licensed entities operate trading venues with order books for spot trading of bitcoin, with a total average daily trading volume of approximately $3.2 billion. Across these venues, the average daily deviation of prices was less than 0.1%. The largest NYDFS-licensed trading venue by volume had an average bid-ask spread during the period of less than 0.04% for trades of $250,000. Futures: Two CFTC-regulated exchanges facilitate trading of bitcoin futures, with a total average daily trading volume of approximately $1.8 billion. Options: One CFTC-regulated exchange facilitates trading of options on bitcoin futures, with average monthly trading volume of approximately $294 million. Principal Investment Risks of an Investment in the Trust An investment in the Trust involves risks. You should consider carefully the risks summarized below, which are described in more detail under
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001843100_schultze_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001843100_schultze_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001843100_schultze_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001843248_global_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001843248_global_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f693ee5985fa2bc4bc2e504d6b56bf1d8859bcfc
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001843248_global_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: common stock are to our Class A common stock and our Class B common stock, collectively; equity-linked securities are to any securities of our company which are convertible into, exchangeable for, or exercisable for common stock of our company; Existing Gladstone Funds are to Gladstone Land Corporation (Nasdaq: LAND), Gladstone Capital Corporation (Nasdaq: GLAD), Gladstone Investment Corporation (Nasdaq: GAIN) and Gladstone Commercial Corporation (Nasdaq: GOOD); founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issuable upon the conversion thereof as provided herein; initial stockholders are to our sponsor, as the holder of our founder shares, and the representative and its designees, as the holders of the representative shares (or their permitted transferees); management or our management team are to our officers and directors; private placement warrants are to the warrants being purchased by our sponsor in the private placement; private placement are to the private placement of 4,200,000 private placement warrants (up to $4,500,000 if the over-allotment option is exercised in full) at a price of $1.00 per warrant, for an aggregate purchase price of $4,200,000 (up to $4,500,000 if the over-allotment option is exercised in full), which will occur simultaneously with the completion of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in this offering or thereafter in the open market); representative are to EF Hutton, division of Benchmark Investments, LLC (previously known as Kingswood Capital Markets, division of Benchmark Investments, Inc.), who is the representative of the underwriters in this offering; representative shares are to the 200,000 shares of our Class A common stock (up to 230,000 if the overallotment option is exercised in full) to be issued in connection with the consummation of this offering to the representative and its designees; sponsor are to Gladstone Sponsor, LLC, a Delaware limited liability company; The Gladstone Companies are to The Gladstone Companies, Inc., a Delaware corporation, and its wholly-owned subsidiaries, Gladstone Management Corporation, Gladstone Administration, LLC and Gladstone Sponsor, LLC; Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED July 15, 2021 $100,000,000 Gladstone Acquisition Corporation 10,000,000 Units Gladstone Acquisition Corporation is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination throughout this prospectus. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any business or industry, we intend to focus our search on the farming and agricultural sectors, including farming related operations and businesses that support the farming industry, where our management team has extensive experience. This is an initial public offering of our securities. Each unit has an offering price of $10.00 per unit and consists of one share of our Class A common stock and one-half of one redeemable warrant. Only whole warrants are exercisable. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 1,500,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described herein. If we are unable to complete our initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering, if we extend the period of time to consummate a business combination, subject to our sponsor depositing additional funds into the trust account as described in more detail in this prospectus), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as further described herein. Our sponsor, Gladstone Sponsor, LLC, has agreed to purchase an aggregate of 4,200,000 private placement warrants (or 4,500,000 private placement warrants if the over-allotment option is exercised in full) at a price of $1.00 per private placement warrant for an aggregate purchase price of $4,200,000 ($4,500,000 if the over-allotment option is exercised in full). Each private placement warrant will be identical to the warrants underlying the units sold in this offering, except as described in this prospectus. The private placement warrants will be sold in a private placement that will close simultaneously with the closing of this offering. Our sponsor owns an aggregate of 2,875,000 shares of our Class B common stock (up to 375,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock at the time of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment as described herein. Currently, there is no public market for our units, Class A common stock or warrants. We have applied to list our units on The Nasdaq Capital Market ( Nasdaq ), under the symbol GLEEU. We expect that our units will be listed on The Nasdaq Capital Market on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the representative informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols GLEE and GLEEW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 37 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 100,000,000 Underwriting discounts and commissions(1) $ 0.35 $ 3,500,000 Proceeds, before expenses, to Gladstone Acquisition Corporation $ 9.65 $ 96,500,000 (1) Consists of $0.35 per unit, or $3,500,000 (or $4,025,000 if the over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the representative of the underwriters only on completion of an initial business combination, as described in this prospectus. Does not include certain fees and expenses payable to the underwriters in connection with this offering. In addition, the representative of the underwriters and its designees will receive an aggregate of 200,000 shares of Class A common stock, which we refer to herein as the representative shares as compensation in connection with this offering. See the section of this prospectus entitled Underwriting beginning on page 170 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $102.0 million or $117.3 million if the underwriters over-allotment option is exercised in full ($10.20 per unit in either case) will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. EF HUTTON division of Benchmark Investments, LLC The date of this prospectus is , 2021 Table of Contents underwriters are to the underwriters of this offering, for which the representative is acting as representative; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants and any warrants issued upon conversion of working capital loans to the extent they are no longer held by the initial holders or their permitted transferees; and we, us, company or our company are to Gladstone Acquisition Corporation. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly organized blank check company incorporated in January 2021 as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our management team s background, and to capitalize on the ability of our management team to identify and acquire a business, focusing on farming and agricultural sectors, including farming related operations and businesses that support the farming industry, where our management team has extensive experience. Our Management Team Our management team is led by David Gladstone, our Chief Executive Officer, President and Chief Investment Officer, Terry Brubaker, our Chief Operating Officer, Michael Malesardi, our Chief Financial Officer and Treasurer, Michael LiCalsi, our General Counsel and Secretary, Bill Frisbie, our Executive Vice President of East Coast Operations and Bill Reiman, our Executive Vice President of West Coast Operations. Mr. Gladstone has been our Chief Executive Officer, President, Chief Investment Officer and Director since January 2021. Mr. Gladstone has been serving as the Chairman and Chief Executive Officer of Gladstone Land Corporation (Nasdaq: LAND), Gladstone Capital Corporation (Nasdaq: GLAD), Gladstone Investment Corporation (Nasdaq: GAIN) and Gladstone Commercial Corporation (Nasdaq: GOOD) since the inception of The Gladstone Companies in 2001. Prior to founding The Gladstone Companies, Mr. Gladstone served as either chairman or vice chairman of the board of directors of American Capital Strategies, Ltd. (Nasdaq: ACAS), a publicly traded leveraged buyout fund and mezzanine debt finance company, from 1997 to 2001. From 1974 to 1997, Mr. Gladstone held various positions, including chairman and chief executive officer, with Allied Capital Corporation (NYSE: ALD), Allied Capital Corporation II, Allied Capital Lending Corporation and Allied Capital Advisors, Inc., a registered investment adviser that managed the Allied companies. The Allied companies were the largest group of publicly traded mezzanine debt funds in the United States and were managers of two private venture capital limited partnerships and a private real estate investment trust ( REIT ). From 1991 to 1997, Mr. Gladstone served either as chairman of the board of directors or president of Allied Capital Commercial Corporation, a publicly traded REIT that invested in real estate loans to small and medium-sized businesses, managed by Allied Capital Advisors, Inc. He managed the growth of Allied Capital Commercial from no assets at the time of its initial public offering to $385 million in assets at the time it merged into Allied Capital Corporation in 1997. From 1992 to 1997, Mr. Gladstone served as a director, president and chief executive Table of Contents officer of Business Mortgage Investors, a privately held mortgage REIT managed by Allied Capital Advisors, which invested in real estate loans to small and medium-sized businesses. Mr. Gladstone is also a past director of Capital Automotive REIT, a real estate investment trust that purchases and net leases real estate to automobile dealerships. Mr. Gladstone served as a director of The Riggs National Corporation (the parent of Riggs Bank) from 1993 to May 1997 and of Riggs Bank from 1991 to 1993. He served as a trustee of the George Washington University and currently is trustee emeritus. He is a past member of the Listings and Hearings Committee of the National Association of Securities Dealers, Inc. Mr. Gladstone was the founder and managing member of The Capital Investors, LLC, a group of angel investors, and is currently a member emeritus. Mr. Gladstone holds an MBA from the Harvard Business School, an MA from American University and a BA from the University of Virginia. Mr. Gladstone has co-authored two books on financing for small and medium-sized businesses, Venture Capital Handbook and Venture Capital Investing. Mr. Malesardi has been our Chief Financial Officer since January 2021. Mr. Malesardi has been serving as the Chief Financial Officer and Treasurer of The Gladstone Companies, Inc. and its subsidiaries, Gladstone Management Corporation and Gladstone Administration, LLC since he joined in July 2018 on an interim basis and since September 2018 on a permanent basis. He started his career with Price Waterhouse in 1982 in Washington, DC and Calgary, Alberta, rising to Audit Senior Manager. From 1992 to 2015 he served in financial leadership roles of several public and private companies including Presidio Networked Solutions, AES, OmniSky, PSINet and Watson Wyatt. From 2015 to 2016 he served as Senior Vice President of Human Resources and Chief Ethics Officer of NVR. From 2016 to 2018 he provided financial consulting services to several public companies. A CPA licensed in the Commonwealth of Virginia, Mr. Malesardi is a graduate of Washington and Lee University with a B.S. in Business Administration and Accounting. Mr. Brubaker has been our Chief Operating Officer since January 2021 and has agreed to serve as a member of our board of directors. Mr. Brubaker served as: (1) Vice Chairman of Gladstone Capital, Gladstone Investment, Gladstone Commercial Corporation and Gladstone Land Corporation since 2004, 2005, 2004 and 2007, respectively; (2) Chief Operating Officer of Gladstone Capital Corporation, Gladstone Investment Corporation, Gladstone Commercial Corporation and Gladstone Land Corporation since 2001, 2005, 2003 and 2007, respectively; and (3) Assistant Secretary of Gladstone Capital Corporation and Gladstone Investment Corporation since October 2012. In addition, Mr. Brubaker has served as the Vice Chairman, Chief Operating Officer and a Director of Gladstone Management Corporation since 2006. He also served as President of Gladstone Management Corporation from inception through February 2006, when he assumed duties of Vice Chairman. Mr. Brubaker has also served as Chief Operating Officer of Gladstone Administration, LLC since its inception in 2005. In March 1999, Mr. Brubaker founded and, until May 1, 2003, served as Chairman of Heads Up Systems, a company providing processing industries with leading edge technology. From 1996 to 1999, Mr. Brubaker served as Vice President of the paper group for the American Forest & Paper Association. From 1992 to 1995, Mr. Brubaker served as President of Interstate Resources, a pulp and paper company. From 1991 to 1992, Mr. Brubaker served as President of IRI, a radiation measurement equipment manufacturer. From 1981 to 1991, Mr. Brubaker held several management positions at James River Corporation, a forest and paper company, including Vice President of Strategic Planning from 1981 to 1982, Group Vice President of the Groveton Group and Premium Printing Papers from 1982 to 1990 and Vice President of Human Resources Development in 1991. From 1976 to 1981, Mr. Brubaker was Strategic Planning Manager and Marketing Manager of White Papers at Boise Cascade. Previously, Mr. Brubaker was a Senior Engagement Manager at McKinsey & Company from 1972 to 1976. Prior to 1972, Mr. Brubaker was a U.S. Navy Fighter Pilot. Mr. Brubaker holds an MBA from the Harvard Business School and a BSE from Princeton University. Mr. LiCalsi has been our General Counsel and Secretary since January 2021. Additionally, Mr. LiCalsi Mr. LiCalsi has served in a variety of roles at the Gladstone family of affiliated companies since 2009. He has served: (1) on the board of directors of The Gladstone Companies, Inc. since 2020 and as General Counsel and Secretary since 2009; (2) as Executive Vice President of Administration of Gladstone Management Corporation Table of Contents since 2020 and General Counsel and Secretary since 2009; (3) as President of Gladstone Administration, LLC since 2013 and as its General Counsel and Secretary since 2009; and (4) as General Counsel of Gladstone Capital Corporation (Nasdaq: GLAD), Gladstone Investment Corporation (Nasdaq: GAIN), Gladstone Commercial Corporation (Nasdaq: GOOD), and Gladstone Land Corporation (Nasdaq: LAND) since October 2009 and as Secretary since October 2012. Mr. LiCalsi also serves in several capacities for Gladstone Securities, LLC, serving as a member of its board of managers since 2010, a managing principal since 2011, and Chief Legal Officer and Secretary since 2010. A graduate of the George Mason University School of Law, where he served as Editor-in-Chief of the George Mason Law Review from 2004 to 2005. Mr. LiCalsi is currently a member of the Virginia State Bar and District of Columbia Bar. Before joining the Gladstone Companies, Mr. LiCalsi served as an Associate Attorney in the Washington, D.C. office of Baker Botts L.L.P., a multinational law firm. From 1996 to 2004, Mr. LiCalsi held various positions at TD Waterhouse Investor Services, Inc. (currently TD Ameritrade, Inc.), including those of regional and national vice president. Prior to his tenure in the financial services industry, Mr. LiCalsi graduated from Rutgers College, with a BA in History. Mr. Frisbie has been our Executive Vice President of East Coast Operations since January 2021. Mr. Frisbie has been serving as the Executive Vice President of East Coast Operations of Gladstone Land Corporation, a fund managed by The Gladstone Companies, since October 2020, joining the team in 2006 and is responsible for sourcing and executing farmland acquisitions in the Eastern United States, as well as managing the long-term leases and capital improvements of those properties. Mr. Frisbie received his MBA from the Darden School of Business at the University of Virginia in 2006 and his BA in Biology from the University of Virginia in 1999. Mr. Frisbie is a former Chairman of the NCREIF Farmland Index and is an Associate Candidate for the Accredited Land Consultant designation. Mr. Reiman has been our Executive Vice President of West Coast Operations since January 2021. Mr. Reiman has been serving as the Executive Vice President of West Coast Operations of Gladstone Land Corporation, a fund managed by The Gladstone Companies, since October 2020, joining the team as a Managing Director in August 2013 and focuses on the acquisition of agricultural land and facilities in the Western United States, as well as managing the long-term leases of those properties. Prior to joining the Company, Mr. Reiman built and managed a $25 million strawberry and raspberry farming operation in Oxnard, CA. Mr. Reiman is also the past Chairman of the Board of the California Strawberry Commission and a past Chairman of the Ventura County Agriculture Association. Mr. Reiman has a BS from the University of California at Davis in Agricultural Science and Management. Business Opportunity Overview Our business strategy is to identify and complete our initial business combination with a company that complements the experience of our management team and can benefit from our management team s operational expertise. Our selection process is expected to leverage our management team s relationship network and unique farming, agricultural, asset management and real estate industry expertise to provide us with a multitude of business combination opportunities. Our management team has extensive experience: founding and managing public companies; underwriting middle market private companies, agricultural and commercial real estate and conducting extensive due diligence on the management teams, cash flows, financial statements and risk ratings of potential acquisition targets; acquiring, owning, leasing and managing farmland and farm-related real estate and businesses; establishing and implementing various investment strategies; capitalizing on deep relationships with agricultural real estate brokers and corporate and independent farmers throughout farming communities in the United States and with leading private equity firms, Table of Contents investment banking firms and other financial intermediaries who have various portfolio investments that are potential acquisition candidates, as well as expansive contacts with management teams of middle market private companies; developing and growing companies, both organically and inorganically, and expanding the product ranges and geographic footprints of a number of businesses; sourcing, structuring, acquiring and selling businesses and achieving synergies to create stockholder value; partnering with industry-leading companies to increase sales and improve the competitive position of those companies; and accessing the public and private equity and debt capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership. Competitive Advantages Industry Experience Our management team consists of experienced deal makers, operators, and investors. Our Chief Executive Officer, President and Chief Investment Officer, David Gladstone, has over 40 years of experience operating a public company and managing, operating and taking public a company in the farming and agricultural industry. In 2001, Mr. Gladstone founded the Gladstone Companies, a family of investment funds that provide financing to and acquire lower middle market companies and acquire commercial real estate and farmland nationwide. Mr. Gladstone has a successful track record of underwriting agricultural real estate and conducting extensive due diligence on the management teams, cash flows, financial statements and risk ratings of target businesses. Mr. Gladstone currently serves as Chairman and Chief Executive Officer of Gladstone Land Corporation (Nasdaq: LAND), a natural resource REIT focused on acquiring, owning and leasing farmland, Gladstone Capital Corporation (Nasdaq: GLAD), a business development company ( BDC ) that partners with management teams, entrepreneurs and private equity sponsors to provide financing solutions for lower middle market companies throughout the United States of America, Gladstone Investment Corporation (Nasdaq: GAIN), a BDC that invests in debt and equity securities of lower middle market private businesses operating in the U.S. in connection with management buyouts, recapitalization or, to a lesser extent, refinancing of existing debt facilities and Gladstone Commercial Corporation (Nasdaq: GOOD), a REIT focused on acquiring, owning, and managing primarily office and industrial properties. Our Chief Operating Officer, Terry Brubaker, has significant public and private company management experience, including service on numerous boards of directors. In addition, Mr. Brubaker has served on the investment committees of each of the Existing Gladstone Funds since their respective inceptions. Our Chief Financial Officer and Treasurer, Michael Malesardi, has extensive experience in financial leadership, buy and sell M&A, capital markets, technical accounting and financial reporting, SEC filing, treasury operations and internal controls. He has previously led two companies through their initial public offerings. Mr. Malesardi has over 20 years of experience serving in accounting and financial leadership roles of several public and private companies and is a licensed CPA. Mr. LiCalsi has over 15 years of directly transferable legal experience managing numerous public and private securities offerings as well as all SEC filings and regulatory disclosure obligations for the Existing Gladstone Funds. Table of Contents Mr. Frisbie and Mr. Reiman afford us extensive experience and valuable insight in various farming and agricultural markets throughout the United States. Collectively, they have over 40 years of farm management and farming operations related experience along with significant relationships within farming communities throughout the United States. Established Deal Sourcing Network We believe the strong track record of our management team will provide access to quality initial business combination partners. In addition, through our management team, we believe we have contacts and sources from which to generate acquisition opportunities and possibly seek complementary follow-on business arrangements. These contacts and sources include those in government, middle market private companies, private equity and venture capital funds, investment bankers, industry professionals, attorneys and accountants. We actively cultivate our relationships with major investment banking firms and other financial intermediaries and believe our repeated and consistent dealings with these firms over a long period of time have led to our being one of the first parties considered for potential investment ideas and have enhanced our ability to obtain financing on more favorable terms. Demonstrated Investment Track Record We have a demonstrated record of generating attractive risk-adjusted returns across our asset management business. We believe that the investment returns we have generated for investors the Existing Gladstone Funds over many years across a broad and expanding range of alternative asset classes and through a variety of economic conditions and cycles of the equity and debt capital markets are a key reason why we have been able to consistently grow the Existing Gladstone Funds. Status as a Publicly Listed Acquisition Company We believe our structure will make us an attractive business combination partner to prospective target businesses. As a publicly listed company, we will offer a target business an alternative to the traditional initial public offering process. We believe that some target businesses will favor this alternative, which we believe can be less expensive, while offering greater certainty of execution, than the traditional initial public offering process. During an initial public offering, there are typically underwriting fees and marketing expenses, which would be costlier than a business combination with us. Furthermore, once a proposed business combination is approved by our stockholders (if applicable) and the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter s ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe our target business would have greater access to capital and additional means of creating management incentives that are better aligned with stockholders interests than it would as a private company. This can offer further benefits by augmenting a company s profile among potential new customers and vendors and aid in attracting talented management staffs. Strong and Stable Financial Position with Flexibility With funds in the trust account of $102,000,000 (or approximately $117,300,000 if the over-allotment option is exercised in full) available to use for a business combination, we offer a target business a variety of options such as providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business Table of Contents to fit its needs and desires. However, since we have no specific business combination under consideration, we have not taken any steps to secure third party financing and there can be no assurance that it will be available to us. Acquisition Criteria We have identified the following criteria that we believe are important in evaluating candidates for our initial business combination: Profitable Companies with Operating Stability. We will generally seek to acquire businesses that have demonstrated operational stability with consistent historical growth in their financial results, and which are expected to continue to do so for the foreseeable future. We may pursue businesses with owners who would be interested in receiving cash for their business, that could require us to use a significant portion of the cash held in our trust account to pay for our initial business combination. If that is the case, we might not have a significant amount of cash available from the trust account to invest in growth efforts. In such instances, we would seek to ensure that the target company can sustain its own operations and growth without a significant influx of capital. Unrealized Potential for Stockholder Value Creation. We will seek target businesses that are both initially attractive investment candidates and that possess the potential for ongoing stockholder value creation in the long term. Examples of post-acquisition value creating activities include operational improvements in increasing operating efficiency and reducing costs and improvements in marketing, production and distribution. Other examples include value created through add-on acquisitions or divestitures, or by lowering the cost of capital by opening up new sources of debt or equity financing. In addition, our ability to outsource certain management functions, including finance, legal and accounting functions, and allocate the cost of those functions across other Gladstone funds affords us the opportunity to drastically reduce various overhead and operating costs. We also have the ability to take advantage of our real estate experience and market knowledge allowing us to dispose of or finance certain real estate assets in a cost-effective manner. Enterprise Value. We intend to focus on companies with valuations between $200 million and $600 million, as such companies generally have proven business models and offer long-term work adjustment return potential. Committed and Capable Management Team. We will generally seek to acquire a business with a professional management team whose interest are aligned with those of our investors. Where necessary, we may also look to complement and enhance the capabilities of the target business s management team by recruiting additional talent through our network of contacts or outsourcing certain roles to Gladstone Management or Gladstone Administration where appropriate. Benefit from Being a Publicly Traded Company. We will primarily seek a target that we believe will benefit from being publicly traded and will be able to effectively utilize the broader access to capital and the public profile that are associated with being a publicly traded company. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management may deem relevant. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred Table of Contents underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority ( FINRA ) or an independent accounting firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We will have until 15 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we will, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination by an additional three months (for a total of 18 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. In connection with any such extension, public stockholders will not be offered the opportunity to vote on or redeem their shares. Pursuant to the terms of our certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination for an additional three months, our sponsor or its affiliates or designees must deposit into the trust account $1,000,000, or up to $1,150,000 if the underwriters over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the deadline. We will only be able to extend the period of time to consummate a business combination by an additional three months. We will issue a press release announcing any extension, at least three days prior to the deadline. In addition, we will issue a press release the day after the deadline, announcing whether the funds have been timely deposited. Our sponsor and its affiliates or designees are obligated to fund the trust account in order to extend the time for us to complete our initial business combination, but our sponsor will not be obligated to extend such time. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net Table of Contents assets test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. Our Business Combination Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We will also utilize our operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm, that our initial business combination is fair to our company from a financial point of view. Members of our management team may directly or indirectly own shares of our common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Gladstone is from time to time made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with any business combination target. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor such fiduciary or contractual obligations to present such business combination opportunity to such entity. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. For more information on the entities to which our officers and directors currently have fiduciary or contractual obligations, please refer to Management Conflicts of Interest. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for Table of Contents us to pursue. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Corporate Information Our executive offices are located at 1521 Westbranch Drive, Suite 100, McLean, Virginia 22102 and our telephone number is (703) 287-5800. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001843249_northern_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001843249_northern_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a35b4a08d0e3dcc91b1e5c93d0f6f51488c70420
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001843249_northern_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: company , we , us , our company or Northern Genesis III are to Northern Genesis Acquisition Corp. III; management or our management team are to our officers and directors; sponsor are to Northern Genesis Sponsor III LLC, a Delaware limited liability company, and our initial stockholder; forward purchase agreement are to an agreement that we expect to enter into with Northern Genesis Capital III LLC, an entity which is affiliated with our sponsor, providing for the possible sale of forward purchase securities to one or more forward purchase investors in a private placement that will close concurrently with the closing of our initial business combination; forward purchase investor are to any member of Northern Genesis Capital III LLC, an entity which is affiliated with our sponsor, or any affiliate of any such member, that in either case may elect to purchase any forward purchase securities that we may offer under the forward purchase agreement; forward purchase securities are to either the forward purchase units which we may issue and sell for $10.00 per unit, or the forward purchase shares which we may issue and sell for $9.75 per share, at our discretion and with the consent and confirmation of one or more forward purchase investors, pursuant to the forward purchase agreement; forward purchase shares are to the shares of our common stock that may be issued pursuant to the forward purchase agreement; forward purchase units are to the units, consisting of one share of our common stock and one-eighth of one warrant, that may be issued pursuant to the forward purchase agreement; forward purchase warrants are to the warrants that may be sold as part of the forward purchase units pursuant to the forward purchase agreement; founder shares are to the shares of our common stock issued prior to this offering; Northern Genesis are to Northern Genesis Holdings Inc.; private placement warrants are to the warrants issued in a private placement simultaneously with the closing of this offering; and public shares are to shares of our common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that our sponsor s and officers and directors status as public stockholders shall only exist with respect to such public shares; public warrants are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); warrants are to the public warrants, the private placement warrants, and any working capital warrants; working capital warrants are up to 2,000,000 warrants, in the aggregate, having terms identical to the private placement warrants, that our sponsor will have the right to purchase or that may be issued at the option of the applicable lender in satisfaction of working capital loans, in each case at the price of $1.50 per warrant, the proceeds of which will be used for working capital and to fund transaction expenses related to a proposed business combination. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. 1 Table of Contents Our Founders and Focus Northern Genesis Holdings Inc. is a company founded by Ian Robertson and Christopher Jarratt and is organized pursuit to a shared belief in the value creation thesis of identifying and investing in companies that are making a positive difference to the sustainability challenges facing society. We believe that our management team s extensive industry reach and relationships with leading energy transition company founders and executives of private and public companies will give us a competitive advantage in pursuing a broad range of opportunities. The professional experience gained from building Algonquin Power & Utilities Corp. from its founding to an NYSE listed $13 billion renewable energy and sustainable utility member of the TSX 60 equity index has equipped our founders well to provide direction and mentorship to sustainable business owners. Our management team believes that this rare perspective on business growth together with its ability to identify and implement value creation initiatives will remain central to its differentiated acquisition strategy. Our founders believe that there is a growing societal sensitivity on the part of customers, investors and employees to the alignment that a business demonstrates with the principles underlying sustainability. Incorporating these principles into business strategies requires ongoing consideration of certain environmental, social and governance ( ESG ) factors that can both create opportunities and present potential risks. With sustainability thematically woven into their business plans and strategies, the business combination opportunities identified by our founders can create social and environmental value in addition to financial or economic value. Our management team believes there are significant, attractive opportunities to invest in businesses that demonstrate a commitment to this triple bottom line orientation. While a commitment to ESG covers a broad range of themes, our management team are specifically focused on evaluating suitable targets whose business practices demonstrate clear alignment with sustainability principles and whose organizational culture embraces the value of such alignment. We believe there are attractive investment opportunities that may benefit, both operationally and economically, from our management team s commitment to and expertise in designing and incorporating ESG processes and practices. We believe that opportunities for improved business success based on strong ESG alignment exist across a broad range of industries and sectors. As demonstrated by our management team with Northern Genesis Acquisition Corp. I s announced business combination with The Lion Electric Company, we believe the experience of our management team will allow us to evaluate targets in industries such as energy transition to renewable sources, transportation and electric mobility (including charging infrastructure, batteries, railways and logistics), data and communication (including data centers, internet distribution and mobile infrastructure), agriculture (including product logistics, biofuels and storage) and community services (including waste, recycling, environmental and construction), among others. We believe that organizations operating in all of these sectors can generate attractive returns through strengthened ESG profiles and incorporating environmental sustainability into their business strategies. Companies in our target universe will be ones that would greatly benefit from access to both public market capital and our public market expertise. Our Company We are a newly organized blank check company incorporated in Delaware and formed for the purpose of effecting an initial business combination with one or more target businesses. To date, our efforts have been limited to organizational activities and activities relating to this offering. We have not identified any specific target business and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any target business regarding an initial business combination with our company. We have generated no revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination at the earliest. Although we may pursue an acquisition opportunity in any business or industry, we intend to focus on opportunities making a positive contribution to sustainability through the ownership, financing and management of societal infrastructure. Our management team co-founded Northern Genesis Acquisition Corp. (NYSE: NGA) ( Northern Genesis Acquisition I ), a special purpose acquisition company that completed its initial public offering in August 2020, in which it sold 31,945,344 units, each consisting of one share of common stock and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one share of common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of approximately $320 million. Our management team also co-founded Northern Genesis Acquisition Corp. II (NYSE: NGAB) ( Northern Genesis Acquisition II ), a special purpose acquisition company that completed its initial public offering in January 2021, in which it sold 41,400,000 units, 2 Table of Contents each consisting of one share of common stock and one-third of one warrant, with each whole warrant entitling the holder thereof to purchase one share of common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of approximately $414 million. On November 30, 2020, Northern Genesis Acquisition I announced it had entered into a definitive agreement for its initial business combination with The Lion Electric Company, with the combined entity expected to be listed on the NYSE under the ticker symbol LEV . We believe that we will benefit from the valuable experience gained by our management team during the launch and operation of Northern Genesis Acquisition I, including the process of evaluating numerous target companies and industry sectors, selecting The Lion Electric Company as its business combination partner and negotiating the terms of the business combination agreement and all of the related transactions. The information contained in this prospectus shall not constitute solicitation of a proxy, consent or authorization with respect to any securities or in respect of Northern Genesis Acquisition I. Past performance of our management team, Northern Genesis Acquisition I or Northern Genesis Acquisition II may not be indicative of future performance of an investment in the company. We believe in the ability of our management team to add significant value to a target company from a commercial, operating, strategic and sustainability perspective. In particular, we will seek to identify and acquire a business that could benefit from a hands-on owner with extensive operational experience and the public company expertise our management team possesses, or that relies on the target s executive and operational expertise but presents potential for an attractive risk-adjusted return profile following a business combination with us. Even fundamentally sound companies can often underperform their potential due to underinvestment, a temporary period of dislocation in the markets in which they operate, over-levered capital structures, excessive cost structures, incomplete management teams and/or a need to realign business strategies. In addition, these companies may have little or no experience operating in the public markets. Our management team has significant experience in identifying such opportunities and executing on strategies to surface value in a public market context. Listed alphabetically, the following are the officers and directors of our company: Paul Dalglish. Mr. Dalglish is an experienced operations and information technology executive, specializing in the design and delivery of systems providing operational excellence. Mr. Dalglish brings experience in the delivery of technology-enabled transformations with international clients and has led large global operations employee and contractor teams. He has led business development and contract negotiation teams for large outsourcing contracts. Mr. Dalglish currently serves on the Boards of Directors of Northern Genesis Acquisition I and Northern Genesis Acquisition II and will serve on the Board of Directors of our company. Michael Hoffman. Mr. Hoffman is an active senior business professional. He is the founder of Stone Capital Partners, a private financing firm focused on energy infrastructure in North America and globally. Previously, he was a partner at Riverstone Holdings, a multi-billion private equity firm, where he was head of Riverstone s Renewable Energy Funds and led the teams responsible for conventional power and energy investments. Mr. Hoffman currently serves as the President of Northern Genesis Acquisition I and Northern Genesis Acquisition II and will serve as the President of our company. Christopher Jarratt. Mr. Jarratt is an active senior business professional having co-founded Algonquin Power Corporation (the predecessor to Algonquin Power & Utilities Corp.) in 1988 and serving as Executive Vice Chair for Algonquin Power & Utilities Corp. from October 2009 through November 2020 and director from October 2009 through October 2020. Mr. Jarratt brings more than 30 years of experience in the origination, development and operations of global infrastructure investment initiatives and is committed to the concept of best of class governance and sustainable investing. Mr. Jarratt currently serves as Chair of the Board of Directors for Northern Genesis Acquisition II and will serve as Chair of the Board of Directors of our company. Ken Manget. Mr. Manget previously served as Global Head, Relationship Investing at the Ontario Teachers Pension Plan where he ran teams in Hong Kong, London and Toronto, and was responsible for a diversified portfolio of pre-IPO, public and private equity investments. Mr. Manget currently serves as the Chief Financial Officer of Northern Genesis Acquisition I and Northern Genesis Acquisition II and on the Board of Directors for Northern Genesis Acquisition I and will serve as the Chief Financial Officer of our company. 3 Table of Contents Ian Robertson. Mr. Robertson is an active senior business professional and currently leads InfraStar Investments, an infrastructure investment management company. Mr. Robertson co-founded Algonquin Power Corporation (the predecessor to Algonquin Power & Utilities Corp.) in 1988 and served as Chief Executive Officer and Director of Algonquin Power & Utilities Corp. from October 2009 through July 2020. During his leadership tenure, Algonquin has grown to become one of Canada s largest power and utilities companies serving regulated electricity, natural gas and water utility customers in the United States and Canada and owning and operating a large portfolio of global renewable wind and solar powered generation capacity. He has more than 30 years of experience in the origination and execution of global infrastructure investment initiatives and is committed to the concept of sustainable investing. Mr. Robertson currently serves as Vice Chair of the Board of Directors and Secretary of Northern Genesis Acquisition I and as a director and Chief Executive Officer for Northern Genesis Acquisition II. Mr. Robertson will serve as Chief Executive Officer and will serve on the Board of Directors of our company. Robert Schaefer. Mr. Schaefer is an executive with a track record of repositioning and growing businesses through his experience leading business units, undertaking mergers and acquisitions and completing finance transactions in Bermuda, Canada, U.S. and Europe. Mr. Schaefer has been responsible for significant capital deployment in growth investments, negotiation of long-term contract restructuring and company sales and acquisitions. Mr. Schaefer currently serves on the Boards of Directors of Northern Genesis Acquisition I and Northern Genesis Acquisition II and will serve on the Board of Directors of our company. Brad Sparkes. Mr. Sparkes is an active senior business professional. He co-founded and served as President and Chief Executive Officer for BowArk Energy Ltd, a wind energy developer, since September 2003. Since its inception, BowArk has successfully developed a number of renewable energy projects across Canada. Mr. Sparkes currently serves on the Boards of Directors of Northern Genesis Acquisition I and Northern Genesis Acquisition II and will serve on the Board of Directors of our company. We believe that potential sellers of target businesses will view the fact that our management team has successfully negotiated a business combination for a special purpose acquisition company as a positive factor in considering whether or not to enter into a business combination with us. Notwithstanding the foregoing, past performance of our management team, Northern Genesis Acquisition I or Northern Genesis Acquisition II is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical performance record of our management team, Northern Genesis Acquisition I or Northern Genesis Acquisition II as indicative of our future performance. We do not have any employees and will rely on our sponsor to provide services relating to identifying, investigating, and completing an initial business combination. In this regard, we expect to make payments, up to $2,000,000 in the aggregate, in respect of the services of personnel affiliated with our sponsor, including persons who may be directors or officers of the company, for activities on our behalf, including services related to identifying, investigating and completing an initial business combination. To the extent any amounts are in respect of the services of individuals who also serve as directors or executive officers of our company, such amounts will be reviewed and approved by our audit committee. We will also pay our sponsor or its affiliate $10,000 per month for office space, utilities, secretarial support and administrative services provided to members of our management team. In addition, our sponsor holds or may acquire, and our officers and directors have or may acquire direct or indirect personal financial interests in, our common stock or warrants, including the founder shares and private placement warrants held or to be acquired simultaneously with this offering by our sponsor, and any working capital warrants that we may subsequently issue. Please see the sections entitled Management Executive Officer and Director Compensation, Management Conflicts of Interest and Certain Relationships and Related Party Transactions for additional information. Our Forward Purchase Agreement We expect to enter into the forward purchase agreement pursuant to which, if we determine to raise capital by issuing equity securities in connection with the closing of our initial business combination, we will offer to the forward purchase investors the right to purchase up to an aggregate maximum amount of $75,000,000 of either 4 Table of Contents (i) a number of forward purchase units, consisting of forward purchase shares and forward purchase warrants, for $10.00 per unit or (ii) a number of forward purchase shares for $9.75 per share, in a private placement that will close concurrently with the closing of our initial business combination. Whether we will issue forward purchase units for $10.00 per unit or forward purchase shares for $9.75 per share to the forward purchase investors will be determined at our election, and in our sole discretion, at the time of such offer. Each whole forward purchase warrant will be exercisable to purchase one share of our common stock at $11.50 per share. The forward purchase warrants will have the same terms as the public warrants and the forward purchase shares will be identical to the shares of our common stock included in the units being sold in this offering, except the forward purchase shares and the forward purchase warrants will be subject to transfer restrictions under applicable securities laws until registered pursuant to certain registration rights. The funds from any sale of forward purchase securities may be used as part of the consideration to the sellers in the initial business combination, to pay expenses in connection with our initial business combination, and for the capital needs of the post-transaction company. The forward purchase transaction, if any, is not dependent upon or affected by the percentage of stockholders electing to redeem their public shares and may provide us with an increased minimum funding level for the initial business combination. The forward purchase transaction is at our discretion and will be subject to conditions, including one or more forward purchase investors confirming their commitment to purchase forward purchase securities and the amount thereof no later than fifteen days after we notify them of a proposed business combination and of our intention to raise capital through the issuance of equity securities in connection with the closing of such business combination. Each forward purchase investor may grant or withhold its confirmation entirely within its sole discretion, and if a forward purchase investor does not confirm its commitment at such time, it will not be obligated and will not have the right to purchase any of the forward purchase securities. Please see the risk factor entitled In evaluating a prospective target business for our initial business combination, our management may consider the availability of funds from a sale of forward purchase securities, which may be used as part of the consideration to the sellers in the initial business combination. If the forward purchase investors do not exercise their right to purchase all or some of the forward purchase securities that we may offer to them, we may decide not to consummate our initial business combination, or if we decide to, we may lack sufficient funds to consummate our initial business combination for more information. Additionally, pursuant to the terms of the forward purchase agreement, we will grant the forward purchase investors, collectively, the right to appoint two observers to our board of directors until the consummation of our initial business combination. Such observers will not have voting rights or otherwise have any of the powers of a member of our board of directors. We believe our ability to complete an initial business combination will be enhanced by our entering into the forward purchase agreement. Business Strategy We believe our management team s track record and execution experience, including its experience in sourcing the business combination with The Lion Electric Company for Northern Genesis Acquisition I, together with the extensive experience of our management team, make us well positioned to identify, source, negotiate and execute a business combination that meets our investment criteria and generates attractive risk-adjusted returns for our stockholders. We will seek to identify and complete our initial business combination with a company that complements the experience of our management team and can benefit from their operating and deal making expertise. Our selection process is expected to leverage our management team s network of relationships, deal sourcing capability and unique industry experiences to access a wide range of proprietary opportunities. The management team and directors have developed these capabilities during their respective career endeavours which have included, for Mr. Hoffman, pursuing a distinguished career in originating and completing successful renewable energy investments for recognized private equity firms, for Messrs. Robertson and Jarratt, building Algonquin Power & Utilities Corp. (NYSE, TSX: AQN) into a broad-based power and utility infrastructure company recognized as one of the most sustainable companies globally and for Mr. Manget, merger, capital markets and investing experience gained through his previous roles as an investment banker and pension fund manager. Our management team and directors have a history of sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses. They also share deep relationships with target companies and capital markets advisors, as well as extensive experience 5 Table of Contents raising both debt and equity capital across business cycles. These experiences have provided them with a broad understanding of public market performance and investor expectations, enhancing their ability to provide mentorship as a target management team transitions from private to public markets. Initial Business Combination The NYSE rules require that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. Notwithstanding the foregoing, if we are not then listed on the NYSE, these rules will not be applicable to us. We anticipate structuring our initial business combination so that the company in which our public stockholders own shares following the transaction will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we expect to only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the NYSE s 80% fair market value test. If our initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses. Our Acquisition Process We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business with respect to a possible business combination transaction with our company, nor have they had any substantive discussions among themselves or with our underwriters or other advisors regarding possible target businesses with respect to a possible business combination transaction with our company. We have not (nor have any of our agents or affiliates on our behalf) engaged in any substantive discussions with any candidates (or representative of any candidates) with respect to a possible business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to select or locate any suitable acquisition candidate for us. In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our operational and capital allocation experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view. 6 Table of Contents Members of our management team will directly or indirectly own founder shares, private placement warrants, working capital warrants and/or forward purchase securities following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. Northern Genesis and our sponsor and directors and officers may sponsor, invest in or otherwise become involved with other companies, including blank check companies similar to ours, including Northern Genesis Acquisition I and Northern Genesis Acquisition II, during the period in which we are seeking an initial business combination. These entities may compete with us for acquisition opportunities and may present additional conflicts of interest in pursuing an acquisition target, particularly in the event that there is overlap among investment mandates and management teams. Subject to their fiduciary duties under the General Corporation Law of the State of Delaware (the DGCL ), none of the members of our management team have any obligation to present us with any opportunity for a potential business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one that we are legally and contractually permitted to undertake and that otherwise would be reasonable for us to pursue. Our directors and officers presently have, and any of them in the future may have, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. If any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she then has fiduciary or contractual obligations, he or she will honor his fiduciary or contractual obligations to present such opportunity to such entity. In addition, subject to his or her fiduciary duties under the DGCL, he or she otherwise may choose to present such opportunities to such other entities before he or she presents such opportunities to us. Such other entities may include current or future entities affiliated with or managed by Northern Genesis or third parties. Without limiting the foregoing, all of our officers and directors have fiduciary and contractual duties to Northern Genesis and/or to certain companies in which it has invested or may invest, by reason of his or her position with such company. These entities, including Northern Genesis Acquisition I (if its business combination agreement with The Lion Electric Company is terminated) and Northern Genesis Acquisition II, may compete with us for acquisition opportunities. The current focus of each of Northern Genesis Acquisition I and Northern Genesis Acquisition II, and our company s initial expected focus, is on target opportunities making a positive contribution to sustainability through the ownership, financing and management of societal infrastructure. If Northern Genesis Acquisition I (if its business combination agreement with The Lion Electric Company is terminated) or Northern Genesis Acquisition II decides to pursue any specific opportunity, we may be precluded from pursuing such opportunity. Pursuant to the terms of the business combination agreement between Northern Genesis Acquisition I and The Lion Electric Company, the members of our management team will not present any new business combination opportunities to Northern Genesis Acquisition I. However, if Northern Genesis Acquisition I s business combination agreement with The Lion Electric Company is terminated, members of our management team will continue to have fiduciary duties and obligations to present to Northern Genesis Acquisition I potential business combination opportunities that are presented to them specifically in their capacity as an officer or director of Northern Genesis Acquisition I or which are determined by such director or officer to be suitable for Northern Genesis Acquisition I. Additionally, upon consummation of the business combination with The Lion Electric Company, it is anticipated that Mr. Robertson (our Chief Executive Officer and member of our board of directors) and Mr. Jarratt (a member of our board of directors and our Board Chair) will serve on the board of directors of The Lion Electric Company and will have fiduciary obligations to The Lion Electric Company. Members of our management team performing similar roles for Northern Genesis Acquisition II also have and will continue to have contractual and fiduciary duties and obligations to Northern Genesis Acquisition II, including with respect to business combination opportunities. In particular, our directors and officers have fiduciary and contractual obligations to present to Northern Genesis Acquisition II potential business 7 Table of Contents combination opportunities that are presented to them specifically in their capacity as an officer or director of Northern Genesis Acquisition II or which are determined, by such director or officer in his or her professional judgment, to be suitable for Northern Genesis Acquisition II. However, Northern Genesis Acquisition II has raised substantially greater funds than we expect to raise pursuant to this offering, and we have been advised that the board of directors of Northern Genesis Acquisition II has determined that a combination with a particular target generally will not be suitable to Northern Genesis Acquisition II if the cash needed for the acquisition and near-term expansion of the target s business is less than the $414 million currently held in trust by Northern Genesis Acquisition II. We do not believe that any potential conflicts of interest will materially affect our ability to identify and pursue business combination opportunities or to complete our initial business combination. We believe any conflicts of interest with Northern Genesis Acquisition I (if its business combination agreement with The Lion Electric Company is terminated) and Northern Genesis Acquisition II will be significantly mitigated by the fact that we expect to raise a substantially lower amount of capital than either of such entities and, as a result, we expect to be able to more efficiently compete for and effectuate a business combination in which the cash needed for the acquisition and near-term expansion of the target s business is less than the cash currently held in trust by Northern Genesis Acquisition I (approximately $319 million) and by Northern Genesis Acquisition II (approximately $414 million). In addition, our directors and officers are not required to commit any specified amount of time to our affairs and are engaged in other business activities, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying and evaluating potential business combinations for us or other entities. In addition to obligations to various other third parties, our directors and officers currently have time and attention duties in relation to Northern Genesis Acquisition I and Northern Genesis Acquisition II, and in the future may have time and attention duties in relation to other entities that at such time are affiliated with or managed by Northern Genesis. To the extent any conflict of interest arises between our company, on the one hand, and other entities affiliated with Northern Genesis, our sponsor, or any of our officers or directors, including Northern Genesis Acquisition I and Northern Genesis Acquisition II, such conflicts of interest will be resolved by Northern Genesis, our sponsor, or such officers or directors in their sole discretion in accordance with their then existing fiduciary, contractual or other duties, and there can be no assurance that such conflict of interest will be resolved in our favor. See Management Conflicts of Interest and Risk Factors Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented. Acquisition Criteria We have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses for a business combination: Ability to align with our sustainability principles and support reduction of carbon intensity; Defined barriers to entry or sustainable competitive advantages; Predictable revenue and free cash flow to support reinvestment growth; Little material technology, scale-up or market risk and success not premised on future capital raises to achieve growth plans; Opportunity to benefit from our management team s network and expertise to drive improved financial performance; and Ability to benefit from access to the public capital markets. Notwithstanding the foregoing, these criteria and guidelines are not intended to be exhaustive. Further, we may elect to pursue a business combination with a target business that may not meet any of the foregoing criteria and guidelines. Any evaluation relating to the merits of a particular initial business combination may be based, to 8 Table of Contents the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Corporate Information Our executive offices are located at 4801 Main Street, Suite 1000, Kansas City, MO 64112, and our telephone number is (816) 514-0324. In connection with this offering, we will establish an Internet website at www.NorthernGenesis.com. Information contained on, or connected to, our website is not incorporated by reference into this prospectus and should not be considered part of this document or any report that we file with or furnish to the SEC. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter, and (2) our annual revenues equalled or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. 9 Table of Contents THE OFFERING
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001843370_bleuacacia_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001843370_bleuacacia_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7839b8906b37a4865e6e344c0d2c929c22832e26
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001843370_bleuacacia_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering Companies Law are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time directors are to our current directors and our director nominees named in this prospectus founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and our Class A ordinary shares that will be issued upon the conversion thereof as provided herein initial shareholders are to our sponsor and the other holders of our founder shares prior to this offering (if any) letter agreement are to the letter agreement between us and our initial shareholders, directors, officers and senior advisors, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part management or our management team are to our directors and officers (including our director nominees that will become directors in connection with the consummation of this offering) ordinary shares are to our Class A ordinary shares and our Class B ordinary shares private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering public shareholders are to the holders of our public shares, including our sponsor, directors, officers and senior advisors to the extent our sponsor, directors, officers or senior advisors purchase public shares, provided their status as a public shareholder shall only exist with respect to such public shares public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) public warrants are to the redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); rights refer to the rights which are being sold as part of the units in this offering; sponsor are to bleuacacia sponsor LLC, a Cayman Islands limited liability company warrant agreements are, together, to our public warrant agreement and private warrant agreement; warrants are to our public warrants and private placement warrants and we, us, our or our company are to bleuacacia ltd, a Cayman Islands exempted company. All references in this prospectus to shares of the company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. All references to the conversion of our Class B ordinary shares shall take effect as a redemption of such Class B ordinary shares and issuance of the corresponding Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus shall take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture by our sponsor of 750,000 founder shares. General We are a newly-incorporated blank check company which was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 10, 2021 PRELIMINARY PROSPECTUS $200,000,000 BLEUACACIA LTD 20,000,000 Units bleuacacia ltd (doing business as acacia blue ) is a newly-incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any industry or geographic location (subject to certain limitations described in this prospectus), we intend to focus our search on a premium branded consumer retail business. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share, one right and one-half of one redeemable warrant. Each right entitles the holder thereof to receive one-sixteenth (1/16) of one Class A ordinary share upon the consummation of our initial business combination. As a result, you must have 16 rights in order to receive a Class A ordinary share at the closing of our initial business combination. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have also granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we have not completed our initial business combination within 18 months from the closing of this offering or during any Extension Period, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law and as further described herein. In such event, the rights and warrants will expire and be worthless. Our sponsor, bleuacacia sponsor LLC, a Cayman Islands limited liability company (which we refer to as our sponsor throughout this prospectus), has committed to purchase an aggregate of 6,000,000 warrants (or 6,600,000 warrants if the underwriters over-allotment option is exercised in full) at a price of $1.00 per warrant ($6,000,000 in the aggregate or $6,600,000 in the aggregate if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each private placement warrant entitles the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as provided herein. Our initial shareholders currently hold 5,750,000 Class B ordinary shares (which we refer to as founder shares as further described herein), up to 750,000 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. Prior to our initial business combination, holders of the Class B ordinary shares will have the right to appoint all of our directors and may remove members of the board of directors for any reason. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Our sponsor has agreed that upon and subject to the completion of the initial business combination, 25% of the founder shares then held by the sponsor shall be considered to be newly unvested shares, one-half of which will vest only if the closing price of our Class A ordinary shares on the Nasdaq Global Market ( Nasdaq ) equals or exceeds $12.50 for any 20 trading days within a 30 trading day period, on or after the first anniversary of the closing of the initial business combination but before the fifth anniversary; and one-half of which will vest only if the closing price of our Class A ordinary shares on Nasdaq equals or exceeds $15.00 for any 20 trading days within a 30 trading day period, on or after the first anniversary of the closing of the initial business combination but before the fifth anniversary. Founder shares, if any, that remain unvested at the fifth anniversary of the closing of the initial business combination will be forfeited. Prior to this offering, there has been no public market for our units, Class A ordinary shares, rights or warrants. We have applied to list our units on Nasdaq under the symbol BLEUU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A ordinary shares, rights and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. inform us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ) containing an audited balance sheet of the company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities constituting the units begin separate trading, we expect that the Class A ordinary shares, rights and warrants will be listed on Nasdaq under the symbols BLEU, BLEUR and BLEUW, respectively. Upon the listing of our units on Nasdaq, we will be a controlled company within the meaning of the Nasdaq corporate governance standards and, as a result, may elect not to comply with certain corporate governance requirements. See Management-Controlled Company Status. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See Risk Factors beginning on page 43. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, Before Expenses, to Us Per Unit $10.00 $0.55 $9.45 Total $200,000,000 $11,000,000 $189,000,000 (1) Includes $0.35 per unit, or $7,000,000 (or up to $8,050,000 if the underwriters over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200.0 million or $230.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination activity and (3) the redemption of our public shares if we have not completed an initial business combination within 18 months from the closing of this offering or during any Extension Period, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2021. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities. Joint Book-Running Managers Credit Suisse Citigroup Co-Manager Rice Financial Products Company The date of this prospectus is , 2021. TABLE OF CONTENTS or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will seek to capitalize on the substantial deal sourcing, investing and operating expertise of our management team to pursue acquisitions of global high-growth premium consumer-facing brands that have a powerful emotional engagement with millennial and Gen-Z consumers. We expect to favor potential target businesses with certain industry and business characteristics, including long term growth prospects, high barriers to entry, opportunities for consolidation, robust recurring revenues, sustainable operating margins and lucrative free cash flow dynamics. We intend to focus on businesses where we believe our management s background and experience operating businesses with premium consumer-facing brands can assist in executing an accelerated plan to create value for our shareholders in the public markets. We may also pursue acquisition opportunities in other sectors. Premium Consumer-Facing Brands: Secular Inflection Point The coronavirus ( COVID-19 ) crisis has accelerated long-term secular trends in the premium consumer-facing retail sector. Millennial and Gen-Z consumers, who represent a large and expanding proportion of retail consumption, seek brands with authentic values that align with their personal values. Consumers engage emotionally with the most powerful brands across both digital and brick-and-mortar facilities and in formal and informal locations. In addition, data is playing a critical role in enabling leaner, faster and more consumer-responsive business processes from product design and supply chain to marketing and direct engagement with the consumer. COVID-19 has placed a spotlight on brands and leadership teams. Our management team is well positioned to identify those brands and teams that are able to leverage the above trends. In addition to identifying such merger opportunities, we believe our management s strategic and operational experience can help a target lean into secular growth. Such growth is driven by meeting changing consumer needs and by building relevance outside of a brand s core geographic markets. This is a critical moment for consumer brands given the development of vaccines and the potential end of the COVID-19 crisis. We believe that well managed brands can realize tremendous growth over the next decade. As such, this is an exciting time to pursue acquisitions of globally relevant, premium and consumer-facing brands that have a powerful emotional engagement with millennial and Gen-Z consumers. Our management has developed a network of relationships with a broad and diverse set of business leaders who are building brands that have powerful and authentic relationships with their customers. Powerful brands present high barriers to entry, robust recurring revenues, sustainable operating margins and lucrative free cash flow dynamics. We believe our management s multi-decade track record of building and growing premium consumer-facing brands and retail businesses positions us well to create value for our shareholders. Our team has a combination of deep operating experience and broad investment credentials, having worked at each stage of a company s lifecycle. Their work has involved structuring transactions and building businesses as principal, operator, and advisor. We are well placed, at a key moment of industry change, to capitalize on our management team s successful, broad, and complementary track record of: (a) sourcing exceptional franchises, (b) structuring and pricing attractive corporate combinations, and (c) leveraging our substantial operating experience to enhance and accelerate the strategy and implementation work of target management. Our Management Team We believe that our management team is well positioned to identify attractive business combination opportunities with businesses that operate in compelling industry sectors, with strong customer propositions, and leading competitive positions. Led by the former Chairmen and Chief Executive Officers of Coach, Inc. and Tapestry, Inc., respectively, our management team brings decades of experience in operating leading companies with premium consumer-facing brands. As a former Chief Operating Officer of Goldman Sachs investment bank, Jide Zeitlin, our Co-Chairman and Co-CEO also has extensive experience structuring and negotiating corporate combinations and taking companies public. Our management team has a unique skill-set in managing and TABLE OF CONTENTS We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. TABLE OF CONTENTS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001843412_keter1_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001843412_keter1_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a7e3a55402b8dbde0b3a69816ec1a7972fd32cce
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001843412_keter1_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. General We are a newly incorporated Cayman Islands exempted company established for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination target in any business or industry, we intend to focus our search on technology companies with a strong Israeli nexus, which we define as technology companies established in Israel, and/or founded by Israeli founders, and/or with significant operations in Israel, and/or with significant Israeli investors. While we will not limit our search to specific sub-sectors, our team has unique experience and expertise in the software and Internet sectors. Our passion is to empower great Israeli founders and teams who are building companies with a long-term vision, and to help them grow and become leaders in their categories. In order to support them in this journey, we are bringing our unique access to capital, our network and operational expertise to these companies. In the past decade, our team has repeatedly partnered with visionary Israeli founders and together we helped build, grow, scale and guide some of the most valuable Israeli-related technology companies in the world, including Houzz, Tipalti, TripActions, SimilarWeb, Hippo Insurance, Next Insurance, among others. Our team has a wealth of experience as company founders, investors, executives and trusted mergers and acquisitions ( M&A ) and capital markets advisers. We have a deep understanding of founders needs and the operational and strategic expertise to support and facilitate those needs. The technology industry as a whole has experienced an unprecedented acceleration of its growth during the COVID-19 pandemic as more businesses adopted new and innovative ways of doing business and more consumers rapidly adopted digital platforms to consume products and services like never before. As an illustration of this acceleration of growth, according to eMarketer, worldwide ecommerce retail sales grew 27.6% in 2020, reaching approximately $4.3 trillion, compared to 20.2% growth in 2019. In addition, time spent on smartphones has meaningfully increased. According to eMarketer, US adults spend an average of three hours and six minutes a day on their smartphone, compared to two hours and twenty five minutes in 2018, a 28% increase. These trends resulted in the technology-focused NASDAQ Composite index gaining 46% in the last twelve months (as of February 15, 2021), while other general market indices such as the Dow Jones Industrial Average and the S&P 500 gained 9% and 18% in the same time period, respectively. Against this market backdrop, many Israeli-related technology companies have proven their ability to disrupt industries and emerge as global leaders in their respective market segments. Today, the Israeli technology ecosystem continues to be home to an increasing number of fast-growing, innovative companies. According to CB Insights, 510 private companies worldwide, also known and referred to herein as unicorns, were valued at over $1.0 billion as of December 2020. Based on industry databases such as TechAviv and supplemented with our industry knowledge, we estimate that approximately 10% of the worldwide unicorns are Israeli-related technology companies, which represents an outsized contribution for a country of the size of Israel and demonstrates the attractiveness of the Israeli-related technology ecosystem. As we look to the future, we believe that technology will continue to evolve and disrupt most, if not all, industries leading to the creation of many new multi-billion dollar companies. As innovation cycles become shorter, it is increasingly important for founders to unlock access to capital and expertise and build a brand that customers trust and love, and that can attract and retain the best and most talented employees. Equally important for founders is the need to partner with the right team one that can deliver a combination of deep strategic, entrepreneurial, managerial and operational experience. We believe that our platform offers a truly unique value proposition to exceptional Israeli founders and Israeli-related companies that are looking for an accelerated and attractive path to the public markets. In addition, we believe our ability to complete our initial business combination will be enhanced by our having entered into the forward purchase agreement pursuant to which the forward purchase investor has agreed to purchase up to an aggregate of 5,000,000 Class A ordinary shares for an aggregate purchase price of up to $50,000,000, or 1 Table of Contents $10.00 per one Class A ordinary share, in a private placement to close substantially concurrently with the closing of our initial business combination. The forward purchase agreement allows the forward purchase investor to be excused from its purchase obligation in connection with a specific business combination as further discussed herein. The proceeds from the sale of the forward purchase shares may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-business combination company. These purchases will be required to be made regardless of whether any Class A ordinary shares are redeemed by our public shareholders and are intended to provide us with a minimum funding level for our initial business combination. Management Team We strongly believe that partnering with the best companies requires a company-friendly investment approach. This has been our business strategy for over a decade and it has led us to partner with some of the most successful private Israeli-related technology companies. Our intent is to add value to founders in any required discipline. For this, we have intentionally assembled a broad team of board members and advisory board members, consisting of founders, executives and investors who have rich experience with and a deep understanding of Israeli founders. Our management team, board members and advisory board members have a unique combination of entrepreneurial, operational, investing and M&A and capital markets experience that we believe will differentiate us and will increase our ability to add real value to companies we partner with before and after becoming public. Members of our management team have a strong track record identifying industries undergoing disruptive change and backing visionary founders building technology platforms at the forefront of such industries. Oren Zeev, our Director nominee, Oren Dobronsky, our CEO and Chairman of the Board, and Omer Cygler, our President, CFO and Director, have invested in many such industry-defining companies, including Houzz, Tipalti, TripActions, Next Insurance, Hippo Insurance and SimilarWeb, among others. Given our management team s experience in the U.S., specifically in Silicon Valley in the past decade, we have been sought after by founders, venture capitalist ( VC ) investors and management teams as a bridge between the Israeli technology ecosystem and the US market. Through our collective success as investors, founders, senior executives and advisers, we have built a powerful reputation and established a wide network in the Israeli-related technology ecosystem, which positions us as the ideal team to partner with. The following team members lead our management team: Oren Dobronsky, our Chief Executive Officer and Chairman of the Board, is a serial internet entrepreneur with over two decades of operational experience and among the most recognized pioneers of the Internet industry in Israel. In 1999, Mr. Dobronsky co-founded Hotbar.com, the first company to commercialize a browser toolbar, leading to a new wave of similar companies. In 2010, Mr. Dobronsky partnered with Oren Zeev, one of the most prominent Israeli investors, to invest in iconic Israeli-related startups. Together, Mr. Dobronsky and Mr. Zeev have invested in numerous successful companies, including Houzz, TripActions and Hippo Insurance. In 2015, Mr. Dobronsky became a venture partner at Zeev Ventures, a fund that invested in companies such as Tipalti, Next Insurance, Domestika, Homelight, Uber Freight, Duda, Firebolt, among others. Mr. Dobronsky is a deeply connected and well-known persona in the Israeli technology ecosystem, including as one of the five sharks in the Israeli Shark Tank TV show. Mr. Dobronsky is a graduate of the Israeli Defense Force s prestigious computer school Mamram. Omer Cygler, our President, Chief Financial Officer and Director, is a technology investor with over a decade of investment and advisory experience with disruptive Internet and software companies. Mr. Cygler is a Managing Partner of Lion Investment Partners, an investment firm he co-founded in 2020 to pursue growth and private equity investments in late-stage Israeli-related technology companies. Mr. Cygler currently serves as a board observer in SimilarWeb, a leading digital intelligence SaaS company. Prior to founding Lion Investment Partners, Mr. Cygler held various positions at UBS Securities and J.P. Morgan, where he was most recently Head of Internet B2B in the Technology Group. Over a period of nearly 10 years, Mr. Cygler led the execution of more than $35.0 billion of M&A, public equity and debt financings and private company financings in the technology and media industries. Mr. Cygler led the execution of some of the past decade s most notable transactions for companies such as Uber, LinkedIn, Dropbox, Stripe, Twitter, Electronic Arts, GoPro and many others. Mr. Cygler also led numerous transactions for Israeli-related companies such as Wix.com, Fiverr, WeWork, ironSource, MoonActive and others. Mr. Cygler holds a B.A. Cum Laude from IDC Herzliya in Israel and an M.B.A. from Ross School of Business at the University of Michigan. 2 Table of Contents Our Board of Directors consists of the following seasoned founders, executives and investors and has a strong mix of complementary skills and experience: Oren Zeev, is the Founding Partner of Zeev Ventures, a leading early stage venture fund focusing on technology across the Israeli and Silicon Valley landscape. Mr. Zeev has backed companies such as Houzz, Audible, Chegg, Tipalti, TripActions, Next Insurance, Homelight and others that are re-defining their respective industries. Prior to founding Zeev Ventures, Mr. Zeev was a General Partner at Apax Partners, where he was a founding member of its Israeli office in 1995. In 2002, he moved to the US to co-head, and later head, the technology practice of Apax and the Silicon Valley office. Before Apax, Mr. Zeev was a Research Staff Member at IBM. Mr. Zeev holds an MBA with Distinction from INSEAD and a B.Sc. Cum Laude in Electrical Engineering from Technion Israel Institute of Technology. Michael Ronen is co-founder and President of Branded, a disruptive e-commerce company aggregating third party sellers on Amazon and other online platforms. Mr. Ronen is also Managing Partner of Oud Capital, which invests in late-stage high-growth companies leveraging technology to disrupt large end markets in e-commerce, transportation, logistics and other tech-enabled industries. He currently also serves as Board member of Falcon Capital Acquisition Corp., a publicly-listed special purpose acquisition company. Prior to Branded and Oud Capital, Mr. Ronen was a Founding Managing Partner of Softbank s $100.0 billion Vision Fund from 2017 until 2020. Upon formation of the Vision Fund in 2017, Mr. Ronen established the fund s Disruptive Transportation and Logistics investment practice. Under Mr. Ronen s leadership, the Vision Fund invested over $5.0 billion of capital in a portfolio of investments ranging from last-mile delivery platforms, parking and logistics, as well as AI, Robotics and autonomous driving. Mr. Ronen currently serves as an observer on the board of Cruise (GM s autonomous driving platform), and previously was a board member of Reef Technologies, GoBrands and Flexport. Mr. Ronen was also responsible for the investments in Nuro Robotics and Getaround. Prior to joining the founding team of the Vision Fund, Mr. Ronen spent 19 years at Goldman Sachs, the last five of which were as a Partner in leadership positions in the firm s global Technology, Media and Telecom Investment Banking business. Mr. Ronen was also a member of Goldman Sachs M&A Group and the founder of Goldman Sachs Automotive Technology effort. Amongst Mr. Ronen s clients over the years were Apple, Motorola, AT&T, Dreamworks Animation, Activision, Universal Music, Lenovo, Warner Music, Softbank and many others. Mr. Ronen earned an LL.B. (J.D.) from Tel-Aviv University in 1994 and an M.B.A., with distinction, from the Stern School of Business at NYU in 1998. Hemi Zucker is the Managing Partner of OCV Partners. Mr. Zucker is the former founding member and CEO of J2 Global (NASDAQ: JCOM), where he served as CEO from 2008 to 2017. Previously, Mr. Zucker was J2 Global s President, Chief Ooperating Officer, Chief Marketing Officer, and the company s Chief Financial Officer during its IPO in 1999. Mr. Zucker started J2 Global in 1996 and grew the organization into a global platform that offers services in over 50 markets and employs over 2,500 people in 15 countries. Under Mr. Zucker s leadership, J2 Global expanded its business lines into cloud services, digital media, and patent licensing. During his tenure, Mr. Zucker completed over 160 acquisitions globally, making J2 Global one of the most acquisitive technology companies. He also grew J2 Global s annual revenue to over $1.1 billion and its market value to $5.0 billion. Previously, Mr. Zucker worked at Motorola in the US and Israel. He helped launch Israel s first cellular company, consolidated Israel s paging industry through M&A, and later also worked on early wireless data commercial networks in the United States. Mr. Zucker holds board seats in multiple technology companies and invests directly or via funds in the Internet of things, big data, ad-tech, cloud services, cybersecurity, hospitality, and student housing. Mr. Zucker holds a B.A. in Economics from Tel Aviv University. Joe Pollaro is U.S. General Manager and Head of Investor Relations at Wix.com. Mr. Pollaro joined Wix.com in 2014 after spending eight years with J.P. Morgan s Investment Bank covering the Internet & Digital Media sector where he led the execution of multiple IPOs and M&A transactions, among them, Wix.com s IPO in 2013. Given his experience with Wix, Mr. Pollaro is a highly sought after adviser to Israeli-related private companies preparing for public listings in the United States. Mr. Pollaro is based in San Francisco and holds a B.S. from Indiana University and an M.B.A. from Vanderbilt University s Owen Graduate School of Management. Our Advisory Board includes the following individuals: Nir Zohar is an experienced executive and an expert in the software and Internet industry. Mr. Zohar has served as President of Wix.com, one of the world s leading website building platforms, since 2013 and as Chief 3 Table of Contents Operating Officer of Wix.com Ltd. since 2008. Prior to that, Mr. Zohar served as the Budget and Production Manager of M.B. Contact Ltd., a private Israeli event production company, between 2005 and 2007. He has also served as a member of Fiverr s Board of Directors since 2014. Yuval Tal is a General Partner at Team8, a FinTech-focused venture capital fund and founder of Payoneer, a global B2B payment enablement company. Mr. Tal was Payoneer s CEO from 2005 until 2011, and served as its President and board member until 2020. Before Payoneer, Mr. Tal co-founded and was the CEO of Borderfree from 1999 until 2005. Borderfree was a provider of services that expedited cross-border ecommerce and payments for many large online and offline retailers. The company went public in 2014 and was later acquired by Pitney Bowes. Mr. Tal previously served as VP of business development for Radware. He is a member of YPO and an angel investor in several start-ups in the payment space. Mr. Tal studied business in Harvard Business School. He holds a B.Sc. in Mechanical Engineering and an M.Sc. in Biomedical Engineering with a minor in business administration from Tel Aviv University. Micha Kaufman is the co-founder and Chief Executive Officer of Fiverr, a leading freelance marketplace. Mr. Kaufman has served as Fiverr s Chief Executive Officer and as a board member since the Fiverr s inception. Prior to co-founding Fiverr, Mr. Kaufman founded and led several technology ventures, including Keynesis Ltd., Invisia Ltd. and Spotback Ltd. Mr. Kaufman has served as a member of the Advisory Board of Cerca Partners LP, a venture capital firm, since November 2016. Since August 2017, Mr. Kaufman has served as a member of the board of directors of Drove Network Ltd. Mr. Kaufman holds an LL.B degree from Haifa University in Israel. Ken Goldman is the current President of Hillspire, a family office management company. Mr. Goldman is the former Chief Financial Officer of Yahoo! responsible for Yahoo! s global finance functions including financial planning and analysis, controllership, tax, treasury and investor relations since October 2012. Prior to that, Mr. Goldman served as Chief Financial Officer of Fortinet, a provider of unified threat management solutions, from September 2007 to September 2012. From August 2000 until March 2006, Mr. Goldman served as Chief Financial Officer of Siebel Systems. During a professional career spanning over forty years, Mr. Goldman has served as CFO of multiple public and private companies and as CFO has helped take three companies public. In addition, Mr. Goldman s experience includes board director, audit committee chairman and financial advisory roles at more than 40 corporate boards, of which over 10 have gone public while he was a board member. Mr. Goldman currently serves on the board of directors of NXP Semiconductor, Trinet, RingCentral, Zuora, GoPro. Mr. Goldman was appointed in January 2015 to a three-year term to the Public Company Accounting Oversight Board s (PCAOB s) Standing Advisory Group (SAG). He was a member of the Treasury Advisory Committee on the Auditing Profession over the years 2007-2008, and from December 1999 to December 2003, Mr. Goldman served on the Financial Accounting Standards Advisory Council (FASAC). Mr. Goldman holds a B.S. in Electrical Engineering from Cornell University and an M.B.A. from the Harvard Business School. Dr. Shlomo Kalish founded Jerusalem Global Ventures in 1994 as an investment banking boutique which quickly grew to become a dominant player in technology financing for Israeli related startups. In 1996, Jerusalem Global formed a joint venture with Montgomery Securities to list Israeli startups in U.S. exchanges and for M&A advisory. Since 1997, he has been a general partner in several venture capital funds. Dr. Kalish s portfolio includes AtHoc, Creo, Galileo Semiconductor, Lumus Vision, Mellanox Technologies, Moovit, QXL-Ricardo, Picture Vision, Primesense, Saifun Semiconductors, SolarEdge and Wilocity. In 2007, he was selected number 37 in the Forbes Midas List, first among the Israeli based investors. Dr. Kalish has been a board member of public companies listed on various exchanges such as NASDAQ, TASE, and European Exchanges, including a special purpose acquisition company. Dr. Kalish serves as the Chairman of Lumus Vision, a global leader in the AR sector. His most recent board positions have been Moovit (acquired by Intel), Ginger Software (acquired by Reverso) and Wilocity (acquired by Qualcomm). He serves on the boards of the Technion, Israel Institute of Technology, Haifa Israel, and the Jerusalem College of Technology, Jerusalem Israel. Market Opportunity Technology is the common denominator driving innovation and value creation across all industries today. The digitization of so many of our daily activities is disrupting every element of our personal and professional lives with ubiquitous connectivity and increasingly powerful mobile devices enhancing our daily habits and behaviors. We believe that the software and Internet sectors are key beneficiaries of these secular tailwinds, providing us with a large opportunity pool of high-quality potential targets that generate strong returns for investors. 4 Table of Contents There has been significant investment in private technology companies levered to these themes. As of December 22, 2020, CB Insights estimated that there are 510 private technology companies worldwide, also known and referred to herein as unicorns, valued at over $1.0 billion (as compared to 393 in August 2019). These unicorns are collectively worth $1.6 trillion and have raised a combined total of over $370.0 billion in capital according to CB Insights. For comparison, in 2020, the US venture capital industry invested $156.2 billion, up from $138.1 billion in 2019, according to Pitchbook s NVCA Venture Monitor. The Israeli technology ecosystem presents a unique and significant market opportunity. The Start-Up Nation has continuously produced large and growing global technology disruptors. As a country, Israel had the highest research and development ( R&D ) expenditure per capita in 2018 according to World Bank data and currently, has the most engineers per capita based on a Deloitte study and the highest VC investment both per capita and as a percentage of gross domestic product ( GDP ) based on a Statista Report. Propelled by a rapid increase of investments in Israeli-related technology companies, the number of Israeli unicorns has rapidly increased over time. Israel has the highest proportion of unicorns per capita in the world with approximately 50 Israeli-founded unicorns per industry databases such as TechAviv. This means one in 10 unicorns are Israeli companies when taking into account CB Insights estimate of 510 unicorns globally. Mega deals of $100 million plus investment rounds have become increasingly common for Israeli-related technology companies. Prepping a pipeline of high quality private technology companies for the public markets, these mega rounds have accelerated meaningfully from 4 deals a year in 2017 and 2018 to 18 and 20 deals a year in 2019 and 2020, respectively, according to IVC & Meitar s 2020 Israeli Tech Review report. Source: IVC & Meitar, The Israeli Tech Review 2020 Report, January 2021 Many of the Israeli-founded unicorns have proven to be major success stories in the public markets, including Fiverr, Wix, JFrog, Lemonade and many more. From 2020 to 2021 YTD, Israeli-related technology companies raised approximately $3.5 billion, up from $343 million during 2017 to 2019(1). We expect to see this trend continue with numerous Israeli-related technology companies accessing the public markets in the next 12-24 months. Out of our estimated addressable market opportunity of approximately 9,500 Israeli-related technology companies, we have assessed approximately 175 potential targets who are likely looking for an accelerated and attractive path to the public markets. While Israel has been a flourishing technological ecosystem filled with unique talent and innovation, we believe that the opportunity for special purpose acquisition companies in the region remains largely underpenetrated. We will be one of the earliest adopters of the structure targeting Israeli-related opportunities and, as such, will have limited competition. With the vast majority of technology-focused SPACs focused on the U.S., we believe that we are uniquely positioned to capture a growing and relatively untapped opportunity. ____________ (1) IVC database for $90m+ IPOs, including American Well and Playtika, raised on the Nasdaq or NYSE only and excluding Israeli-related medical devices and pharma companies. 5 Table of Contents Our Business Strategy and Differentiation Our business strategy aims to identify and complete a business combination with an Israeli-related technology company, with the goal of creating long-term value for our shareholders in the public market. Based on our extensive review of the universe of non-U.S. focused special purpose acquisition company, we believe that only a handful are focused on companies with an Israeli nexus and have the ability, reputation and credibility to partner with the very best of these companies. We also believe that our platform offers a highly differentiated value proposition to potential targets and to our investors, from sourcing the right opportunity to creating meaningful value over time as a public company: Company-friendly approach as a moat. Our approach to investing is reflected in our team s investments over the years. Our ethos as investors has always been company-friendly and we believe that fundamental proposition will appeal to potential acquisition targets. Our team members have always opted to back the best companies and founders with the highest potential for equity value appreciation, including when it came at the cost of seemingly beneficial deal structure, veto rights, complex voting agreements and other mechanisms that we deem as less relevant when it comes to partnering with the very best. This approach has not only led our team members to become meaningful shareholders in some of the most valuable Israeli-related companies, but it is also increasingly attracting many founders and VC investors who want to partner with us. Exceptional track record and deep connectivity. Our team members have identified and backed some of the most successful Israeli-related companies, including Houzz, TripActions, Tipalti, Hippo Insurance, SimilarWeb and others, leading to a strong track record of returns. In addition, our Board members and Advisory Board members have founded and/or led some of the most disruptive companies in their respective industries such as Wix.com, Fiverr, Next Insurance, Payoneer and J2 Global. Through our collective success as investors, founders, senior executives and advisers, we have established a wide network and deep connections across the entire ecosystem of Israeli-related technology companies, providing us critical and privileged access to the entire universe of potential targets. We believe that our team s reputation, track record and deep connectivity will be a meaningful differentiator for the best companies and founders looking for the ideal partner. Unique combination of skills and fields of expertise. Our team offers a wealth of experience and is comprised of highly successful individuals in their respective categories: Investors who have successfully identified and backed some of the most prominent Israeli-related founders and companies; Founders who have started, scaled and led to meaningful exits (both private and public); Senior executives of public companies that have deep experience with public market dynamics; and Strategic and financial advisers who have led some of the world s largest technology companies to the public markets and advised on equity and M&A transactions for both global and Israeli companies, worth tens of billions of dollars. Our Board and our Advisory Board are comprised of individuals who will be additive in different ways throughout the various stages of our platform s lifecycle: sourcing, conducting diligence, implementing best-in-class governance and practices as a public company (e.g. public investor relations, corporate governance practices), and creating value for all the stakeholders over time. Key areas of focus. While we intend to look for combination targets in potentially all the sectors of the technology industry, we believe that the software and Internet sectors present more attractive growth opportunities, and that our deep collective expertise provides us with a significant edge in these sectors. Business Combination Criteria Our central purpose is to complete a business combination with a leading Israeli-related technology company where we can effectively employ our management team s industry skills and experience as well as our extensive personal networks to add value and grow the acquired company significantly. 6 Table of Contents When we evaluate potential investment opportunities, we use the following, non-exclusive criteria: Focus: We target Israeli-related technology companies. In effect, any company with an affinity to Israel through its founder, management team, investors and/or its physical presence. We believe our team has privileged access and a unique potential to add value to such companies. Strong Management Teams: We target businesses with proven and accomplished management teams that are eager to work with us and benefit from our team s extensive domain expertise and experience. We will devote significant resources to reaching alignment with a target s management and stakeholders, a paramount element to the successful execution of any business plan. Large, Addressable Markets Ready To Be Disrupted Through Technology: We will pursue best-in-class opportunities with established products or services that we believe are ready to lead the disruption of sizeable markets. We believe such scale and momentum offers long-term risk-adjusted return potential. Attractive Long-term Growth Prospects: We will target companies with meaningful revenues that are on a promising growth path, driven by a sustainable competitive advantage and resulting in strong unit economics. Benefit from Being Public: We will proactively look for companies that are ready to become public U.S. entities and that will benefit from this status. Our target market offers a wealth of companies that would significantly improve as businesses through the process and we are ready to support them with our extensive experience in helping similar companies succeed as listed entities in the U.S. Reasonable Valuations: We are a team of experienced investment professionals and beyond seeking significant upside potential, we will thoroughly assess the downside risks through performing in-depth analysis on our target s valuation and operational metrics, both on a projected and historical basis. Additional Disclosures Our Acquisition Process We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See Risk Factors Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. You should not rely on the historical record of our founders and management s performance as indicative of our future performance. See Risk Factors Past performance by our management team and their affiliates may not be indicative of future performance of an investment in the company. 7 Table of Contents Initial Business Combination Nasdaq listing rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting fees and taxes payable on the income earned on the trust account). We refer to this as the 80% fair market value test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target business or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If our initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. 8 Table of Contents In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies wishing to conduct business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands Government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on January 21, 2021. Our executive offices are located at 2093 Philadelphia Pike #1866, Claymont, DE 19703 and our telephone number is (408) 263-1040. Upon completion of this offering, our corporate website address will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. 9 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001843668_foresite_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001843668_foresite_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..603876cd9e6eabec4892982f96e759a566709cfa
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001843668_foresite_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to Foresite Life Sciences Corp., a Delaware corporation; amended and restated certificate of incorporation are to our second amended and restated certificate of incorporation, which will be adopted prior to the consummation of this offering; common stock are to our Class A common stock and our Class B common stock; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; directors are to our current directors and director nominees; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A common stock issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt; founder shares are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to this offering and shares of Class B common stock transferred by our sponsor to certain of our directors as well as the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors; private placement shares are to the shares of Class A common stock to be issued to our sponsor in a private placement simultaneously with the closing of this offering (which private placement shares are identical to the shares sold in this offering, subject to certain limited exceptions as described in this prospectus) and upon conversion of working capital loans, if any; public shares are to shares of Class A common stock sold in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; and sponsor are to Foresite Life Sciences Holdings, LLC, a Delaware limited liability company, which is controlled by Foresite Capital Fund V, L.P. and Foresite Capital Opportunity Fund V, L.P., the members of the sponsor. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture of 937,500 founder shares by our sponsor for no consideration. GENERAL We are a newly organized blank check company incorporated in January 2021 as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination target in any business industry or geographic region, we intend to capitalize on our management team s background and experience to identify promising opportunities in the biotechnology and life science infrastructure sectors. 1 Table of Contents OUR FOUNDERS We were co-founded by Foresite Capital Management, LLC, an investment firm with approximately $3.5 billion in assets under management as of December 31, 2020 ( Foresite Capital ) and Jim Tananbaum, our President, Chief Executive Officer and a director. Foresite Capital, which is a member of our sponsor and is our affiliate, was established in 2011 by Jim Tananbaum and has been focused on therapeutic companies within the biotechnology sector. Since its establishment, Foresite Capital has led financings in numerous healthcare companies that have emerged or are emerging as leaders in their respective sectors of the healthcare economy using a systematic process for screening and evaluating potential investments that was designed to quickly identify compelling opportunities and eliminate unattractive opportunities as effectively as possible. We believe Foresite Capital s combination of traditional investment management techniques with cutting edge tools and methods, its experience in multiple scientific fields (including biology, medicinal chemistry, physiology and pharmacology) and related areas (including reimbursement strategies, regulatory frameworks and processes) and its ability to collect and synthesize significant amounts of information (including academic research, medical journals, medical conference presentations, patent filings, regulatory actions and legal proceedings) and data (including genomic, clinical trial, laboratory, electronic health records, claims/billing, imaging and pathology) will provide us with deep functional expertise and diverse skill sets and contribute insights to each stage of the investment process. As an affiliate of Foresite Capital, we intend to draw upon its experience and networks, team-based and multidisciplinary investment process and substantial information resources to optimize the sourcing, evaluation, and growth acceleration of prospective target companies. We believe that Foresite Capital s track record demonstrates the ability of the members of our management team and affiliates to find high quality investment opportunities and achieve liquidity in such investments. Foresite Capital considers investments in hundreds of companies each year and, since inception, has invested in 253 companies in various financing rounds as of February 4, 2021, which can be summarized as follows: 62 life science companies; 191 therapeutics companies; 45 crossover investments; 34 IPOs following crossover investments; and 110 IPOs. Representative investments by Foresite include Turning Point Therapeutics, Kinnate Biopharma, Keros Therapeutics, Fulcrum Therapeutics, 10X Genomics, Oric Pharmaceuticals, Generation Bio, Vaxcyte, Relay Therapeutics, ALX Oncology and Nurix Therapeutics. We believe that biotechnology and life science infrastructure companies at the correct stage of development will see material benefits from being publicly traded. INVESTMENT PROCESS AND COMPETITIVE ADVANTAGES Since its inception, Foresite Capital has been developing what we believe to be a state-of-the-art information management system and analytical framework designed to capture, store and surface critical information that impacts target markets and companies when it is most useful. In addition to capturing and synthesizing external sources of information, Foresite Capital seeks to capture every material interaction with prospective and existing portfolio companies. Members of Foresite Capital s investment team receive structured, detailed notes and updates (such as refined product development timelines and revised probabilities of technical success) from these interactions, which also flow to the firm s detailed financial and investment models. We believe that access to Foresite Capital s internal database of every company that it has interacted with since inception will provide a competitive advantage to identifying opportunities for the initial business combination. OUR MANAGEMENT TEAM Our management team includes healthcare industry veterans who have started, built and/or financed multiple companies with revenue in excess of $1 billion, managed clinical development divisions, designed and managed large-scale data science and machine learning projects, and worked in healthcare venture capital, private equity, hedge funds, investment banking and consulting. 2 Table of Contents Additionally, Dr. Tananbaum and Mr. Ryan led FS Development Corp., a blank check company that consummated its approximately $120 million initial public offering in August 2020, through its initial business combination with Gemini Therapeutics, Inc. ( Gemini ), a clinical-stage precision medicine company developing novel therapeutic compounds to treat genetically defined, age-related macular degeneration. FS Development Corp. completed the business combination on February 5, 2021. Dr. Jim Tananbaum, President, Chief Executive Officer and Director. Dr. Jim Tananbaum has been our President, Chief Executive Officer and a director since January 2021. He founded Foresite Capital in 2011 and has overseen the development of Foresite Capital s team and systems. While at Harvard Business School in 1991, Dr. Tananbaum co-founded his first company, GelTex Pharmaceuticals (Nasdaq: GENZ). GelTex ultimately brought two drugs to market, and the company was acquired by Genzyme Corporation in 2000 for $1.4 billion. From 1991 to 1994, Dr. Tananbaum worked at Merck in marketing and had product management responsibilities for Prilosec. In 1994, Dr. Tananbaum decided to leave Merck and join Sierra Ventures, to start Sierra Ventures healthcare services investment practice. At Sierra Ventures, Dr. Tananbaum was responsible for leading the firm s investments in Amerigroup (now Anthem Medicaid division) and Healtheon/WebMD, among others. In 1997, he cofounded his second company, Theravance, Inc. (initially called Advanced Medicine ). As the founding CEO of Theravance, Dr. Tananbaum hired the company s first approximately 175 employees and raised over $350 million of private capital. Theravance has since split into two companies, one of which is now part of GlaxoSmithKline s respiratory franchise through a joint venture, Innoviva (Nasdaq: INVA), and the other, Theravance BioPharma, Inc. (Nasdaq: TBPH). Together, they have a combined market capitalization in excess of approximately $2.5 billion as of January 2021. In 2000, Dr. Tananbaum co-founded Prospect Ventures II (and later III), which raised and deployed approximately $1 billion. During his time at Prospect, Dr. Tananbaum led numerous financings including Jazz Pharmaceuticals and Amira Pharmaceuticals. In 2010, Dr. Tananbaum decided to leave Prospect Ventures to create Foresite Capital. He sought to construct, from the ground up, an investment platform designed and optimized to invest specifically and exclusively in the modern health economy, based on his learnings and observations as a healthcare investor and entrepreneur over the preceding two decades. Dr. Tananbaum also serves as the President, Chief Executive Officer and a director of FS Development Corp. II (Nasdaq: FSII), a blank check company sponsored by an affiliate of Foresite Capital, since August 2020, and a director of Gemini Therapeutics, Inc. (Nasdaq: GMTX) (formerly FS Development Corp., a blank check company sponsored by an affiliate of Foresite Capital), since June 2020. Dr. Tananbaum previously served as the President and Chief Executive Officer of FS Development Corp. from June 2020 until its merger with Gemini in February 2021. Dr. Tananbaum earned a BS and BSEE in applied math and electrical engineering/computer science from Yale, an MD from the Harvard-MIT HST program and an MBA from Harvard. Dennis Ryan, Chief Financial Officer. Dennis Ryan has been our Chief Financial Officer since January 2021. Since 2011, Mr. Ryan has also led the Operations Group at Foresite Capital as Chief Financial Officer and Managing Director. He also currently serves as the Chief Financial Officer of FS Development Corp. II (Nasdaq: FSII), since August 2020, and previously served as Chief Financial Officer of FS Development Corp. (now Gemini Therapeutics, Inc., Nasdaq: GMTX) from June 2020 to until merger with Gemini in February 2021. Mr. Ryan has over thirty years of experience as a financial executive in the venture capital, private equity, investment and real estate industries. Mr. Ryan began his career with the international accounting firm KPMG (Peat, Marwick & Mitchell). As a licensed certified public accountant (CPA - inactive) in California, Mr. Ryan has served as chief financial officer and senior executive in firms ranging from a publicly owned real estate investment trust (REIT), Western Properties Trust, to a sponsor of a series of venture debt funds, Lighthouse Capital Partners, to a start-up of investment funds, Berkeley Advisors Group. In his role as chief financial officer with these firms, his responsibilities included debt and equity financing, investment structuring, financial reporting, portfolio management and strategic planning. Mr. Ryan currently serves as Board President of Whistlestop, a non-profit providing transportation and nutrition services to seniors. He received a B.A. from University of California, Berkeley in Economics, and an M.B.A from the University of Santa Clara. Alisa Mall, Director. Alisa Mall is a Managing Director at Foresite Capital, responsible for corporate development, long-term capital strategy, investor relations and environmental, social and governance engagement. Prior to joining Foresite Capital, from 2011 to November 2020, Ms. Mall served as Managing Director of Investments at Carnegie Corporation of New York, a philanthropic foundation supporting innovations in education, democratic engagement and international peace, where she managed Carnegie Corporation s real estate and natural resource portfolios, oversaw diversity and inclusion efforts and worked on inflation-linked and absolute-return strategies. Ms. Mall also served as Associate Director of Investments for Carnegie Corporation from 2009 to 2011 and as Director, Equity Capital Markets at Tishman Speyer Properties, a commercial real estate company, from 2007 to 2009. Ms. Mall 3 Table of Contents has also been serving as director of FS Development Corp. II (Nasdaq: FSII) since February 2021. Previously, she was an attorney with global law firm Orrick, Herrington & Sutcliffe LLP, with a general real estate and real estate finance practice. Ms. Mall is a member of the board of directors and governance committee of JBG Smith (NYSE: JBGS), a real estate investment trust. She also serves on the boards of the Pension Real Estate Association (PREA), Breakthrough New York and the Bronfman Fellowship, and is a member of the investment committee of UJA-Federation of New York, the Jim Joseph Foundation and the advisory board of Declaration Partners, a family office. Ms. Mall received a J.D. from Stanford Law School and a B.A. in Political Science from Yale College. Dr. Vikram Bajaj, Director. Dr. Vikram Bajaj has been a director on our board of directors since February 2021, and is a Managing Director at Foresite Capital, evaluating and pursuing investments at the intersection of technology and life sciences, including personalized and precision healthcare. Prior to joining Foresite Capital, from 2016 to 2017, Dr. Bajaj was the Chief Scientific Officer of GRAIL, Inc., a life sciences company working to detect cancer early when it can be cured, and served on its Scientific Advisory Board. He is also the Co-Founder and former Chief Scientific officer of Verily Life Sciences LLC (formerly Google Life Sciences) from 2013 to 2016, and served as Chair of its Scientific Advisory Board. A former academic principal investigator, Dr. Bajaj retains appointments as Associate Professor (Consulting) at the Stanford School of Medicine, and as an Affiliate Scientist of the Lawrence Berkeley National Laboratory and the University of California, Berkeley, for which he currently serves on the advisory board of the College of Chemistry. He is also currently a Senior Adviser to FS Development Corp. II (Nasdaq: FSII) and an advisor to the Department of Defense through the Defense Science Board s Task Force on Biology. Dr. Bajaj received a Ph.D. in physical chemistry from the Massachusetts Institute of Technology. His scientific and engineering awards include the Anatole Abragam Prize (2012), the R&D 100 Award for the most promising commercialized technologies (2011 and 2013), and the Department of Energy s LBL Innovation Grant (2013). Vasiliki (Vicky) Demas, Director Nominee. Dr. Demas has served as Product Management Director for GRAIL, Inc. since December 2016, where she leads the development of new products, manages the scientific and technology portfolio and leads a cross functional competitive intelligence program. Prior to joining GRAIL, she was a founding member and served as Department Head of Verily Life Sciences LLC (formerly Google Life Sciences), Alphabet Inc. s research organization, from August 2013 to December 2016. Dr. Demas also previously held multiple positions with T2 Biosystems Inc. (Nasdaq: TTOO), a healthcare diagnostics company from January 2008 to August 2013. She joined as the first engineer and served as the interim systems engineering lead. Prior to that, she worked for an engineering consulting company. Dr. Demas holds a Ph.D. in chemical engineering and physical chemistry from the University of California, Berkeley, and a bachelor s degree in chemical engineering from University of Illinois at Urbana-Champaign. During her Ph.D. and postdoctoral fellowship at Lawrence Berkeley and Livermore National Labs she developed portable magnetic resonance spectroscopy and imaging systems, set up international collaborations and supported efforts to commercialize magnetic resonance in ambulatory settings. Jeffrey Huber, Director Nominee. Mr. Huber has served as Vice Chairman of GRAIL, Inc. since October 2017 and previously served as the founding Chief Executive Officer of GRAIL from February 2016 to August 2017. Mr. Huber has also served as co-founder and President of OpenCovidScreen, a non-profit organization aimed at accelerating scalable, low-cost testing solutions, since April 2020. From 2003 to 2016, Mr. Huber held various roles at Alphabet Inc. (Nasdaq: GOOG), most recently, Senior Vice President from 2008 to 2016. Prior to that, he served as Vice President of Architecture and Systems Development at eBay Inc. (Nasdaq: EBAY), as Senior Vice President of Engineering and Product Development at Excite@Home, and as a Technology Consultant at McKinsey & Company. Mr. Huber currently serves as Chairman of the board of directors of Genalyte, Inc., a healthcare diagnostics and analytics company, and as a member of the boards of directors of Electronic Arts Inc. (Nasdaq: EA), an electronic gaming company, Aldevron, LLC, a biotechnology company providing contract manufacturing and scientific services, Mammoth Biosciences, Inc., a biotechnology company focused on developing novel CRISPR applications for disease detection and research, Openwater, a biotechnology company focusing on portable medical imaging technologies, and Weta Digital Ltd., a digital visual effects company based in New Zealand. Mr. Huber also serves on the board of trustees of the Exploratorium, a museum of science, technology and arts in San Francisco. Mr. Huber holds an M.B.A with a focus on technology strategy and economics from Harvard University Graduate School of Business, and a B.S from University of Illinois at Urbana-Champaign in Computer Engineering. 4 Table of Contents Kevin Ness, Director Nominee. Dr. Ness served as the Chief Executive Officer of Inscripta, Inc., a digital genome engineering company, from November 2016 to November 2020. Under his leadership, Inscripta developed a suite of cutting-edge technology solutions (instruments, software, consumables and assays) to increase the power, speed, and efficiency of gene editing and genome engineering tools. Prior to Inscripta, Dr. Ness co-founded and launched 10X Genomics, Inc., (Nasdaq: TXG), a biotechnology company that designs and manufactures gene sequencing technology, where he served as Chief Technology Officer and Chief Operating Officer from September 2012 to September 2016. Dr. Ness also co-founded QuantaLife Inc., an advanced genetic analysis company that merged with Bio-Rad Laboratories, Inc. (NYSE: BIO, BIOb) in 2011, where he served as Vice President of Product Development and director from September 2008 to September 2012. Dr. Ness holds a Ph.D. from Stanford University in Mechanical Engineering with a focus in micro-technology, micro-fluidics, micro-scale heat transfer and biology, and M.S. and B.S. from University of California, Santa Barbara in Mechanical Engineering and Material Science. Our management team will also be supported by certain of Foresite Capital s team of investment professionals, who will also serve as our non-executive officers and will assist us in our efforts to consummate our initial business combination, including Drs. Michael Rome and Dorothy Margolskee, our Senior Advisors and Managing Directors of Foresite Capital. Dr. Rome joined Foresite Capital in 2016 and is active in the firm s public and private market investments. He also currently serves as Vice President and a director of FS Development Corp. II (Nasdaq: FSII), since August 2020, and previously served as Vice President and a director of FS Development Corp. (now Gemini Therapeutics, Inc., Nasdaq: GMTX) from June 2020 until its merger with Gemini in February 2021. Dr. Rome has experience investing across diverse therapeutic areas and has board roles at Kinnate Biopharma, Theseus Pharmaceuticals, and board observer roles (past and present) at Kira Pharmaceuticals, Turning Point Therapeutics, Arcus Biosciences, Maze Therapeutics, and PACT Pharma. Prior to Foresite Capital from 2015 to 2016, he was an equity analyst at DAFNA Capital Management, a long-short healthcare hedge fund, where he analyzed fund positions and formulated investment ideas in small/midcap biotechnology companies. From 2014 to 2015, Dr. Rome worked in early-stage drug development for an academic start-up out of the California NanoSystems Institute at UCLA. He received his Ph.D. in Biochemistry from Caltech as an NSF graduate research fellow, and his B.S. in Molecular, Cell and Developmental Biology from UCLA. He has more than 12 years of experience as a research scientist and has authored numerous publications in top-tier biomedical research journals. Dr. Margolskee joined Foresite Capital in 2012 and has overseen the development of Foresite Capital s Clinical & Research Analysis team. Dr. Margolskee also serves as a Senior Advisor to FS Development Corp. II (Nasdaq: FSII). She has worked with Dr. Tananbaum for the last 17.5 years, previously at Prospect Ventures as a managing director in charge of research from 2001 to 2011, and now at Foresite Capital. In this capacity, she developed the Foresite Capital investment technical review process, rigorously analyzing biotechnology company portfolios on the basis of scientific validation, clinical efficacy and safety, manufacturing readiness and FDA regulatory risk. Dr. Margolskee had 15 years of drug development experience at Merck Research Labs from 1987 to 2001, ultimately becoming a senior vice president with responsibility for a wide variety of clinical development programs and project planning. In particular, she was deeply involved in the design and execution of several vaccine programs, including Gardisil, RotaTeq and Zostavax. Dr. Margolskee received an MRL Divisional Scientific Award in 1998 for developing one of Merck s most successful drugs, Singulair. In addition, she led the team that designed and implemented the advanced AIDS program during the development of Crixivan, one of the first HIV protease inhibitors that revolutionized the treatment of HIV infection. Prior to joining Merck, Dr. Margolskee received an M.D. from Johns Hopkins Medical School where she was elected to Alpha Omega Alpha and a B.S. from Harvard University where she graduated summa cum laude. Dr. Margolskee is boarded in both Internal Medicine and Pulmonary, and completed her residency at the Johns Hopkins Hospital and fellowship training at UCSF. Certain of our executive officers and directors also serve as executive officers and directors of FS Development Corp. II, a blank check company formed to pursue investment opportunities in the biotechnology and life science infrastructure sectors. Past performance of our management team does not guarantee either (i) success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team or their respective affiliates or any related investment s performance as indicative of our future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. None of the members of our management team has any experience with blank check companies or special purpose acquisition companies. For more information on the experience and background of our management team, see the section entitled Management. 5 Table of Contents INDUSTRY OPPORTUNITY Our primary focus will be on the healthcare industry in the United States. We believe the healthcare industry, particularly the biotechnology and life science infrastructure sectors, represents an enormous and growing target market with a large number of potential target acquisition opportunities. Overall, total U.S. national health expenditures currently exceed $4.0 trillion according to the Centers for Medicare and Medicaid Services, which also estimates that total healthcare spending will approach 20% of total U.S. Gross Domestic Product in 2028. In addition to these industry-wide dynamics in healthcare, specifically within the biotechnology sector, the past decade has seen a shift in the research and development strategy of the Big Pharma companies to external innovation through licensing partnerships and strategic acquisitions, resulting in 1,291 merger and acquisition transactions totaling $918 billion from 2015 through June 2020 according to Evaluate Pharma, a data-driven pharma, biotechnology and medtech consultant. Furthermore, there has been a gradual increase in U.S. Food and Drug Administration (FDA) approval of new drugs, from 182 in the five year period from 2011 to 2015, to 228 in the five year period from 2016 to 2020. In 2020 alone, the FDA approved 53 novel drugs, the second highest annual count in over 20 years. According to Evaluate Pharma, worldwide prescription drug sales are expected to reach nearly $1.4 trillion in 2026, representing a 7.4% 2020 2026 compound annual growth rate. Furthermore, activity within the biotechnology sector and innovation within the broader healthcare industry is critically supported by life sciences infrastructure diagnostics, tools, products and services that enable the discovery, development, manufacture and commercialization of these therapies, along with advancements in the quality of patient care. The momentum of research and development strategies of the biopharmaceutical industry makes this clear, with global R&D expenditures projected to grow from approximately $189 billion in 2020 to $213 billion in 2024 according to Evaluate Pharma. We believe that these trends present an especially favorable opportunity for investors in (i) preclinical to pre-commercial companies within the biotechnology sector and (ii) companies supporting innovation in life sciences infrastructure, sectors where Foresite Capital has largely focused since inception. We believe that there are major benefits for privately-held, pre-commercial stage biotechnology and life science infrastructure companies to become publicly-traded, including greater access to capital, broader investor base, more liquid securities, and increased market awareness. An acquisition by a special purpose acquisition company with a management team that is well-known and respected by biotechnology and life science infrastructure company founders, their investors, and management teams, we believe, will become a preferred route for a high quality private healthcare company to access the public markets. Furthermore, we believe that market volatility caused by the COVID-19 pandemic is likely to make such an on-ramp to the public markets even more attractive to private companies, as it promises more certainty about deal completion, a more efficient path to the public markets, and a defined investor base. In addition, we believe that the current state of the biotechnology IPO market may enhance our ability to locate an attractive target. According to IBISWorld, in 2019, there were estimated to be approximately 9,500 biotechnology companies globally, only a fraction of which are publicly traded. These privately held biotechnology companies represent an enormous investment opportunity, and recent trends in equity capital markets continue to demonstrate their desire to access public capital. Since 2015, approximately $210 billion has been raised in the public equity markets by biotechnology companies, of which approximately $42 billion has been raised through IPOs by approximately 310 biotechnology companies. We believe that there is tremendous investor demand for IPOs in the biotechnology and life science infrastructure sectors and that the COVID-19 pandemic has led to a renewed appreciation of the critical contributions the biotechnology and life science infrastructure sectors make to society, which in turn will continue to fuel investor demand. Given our sponsor s track record of identifying, evaluating, and investing in leading biotechnology and life science infrastructure companies, we believe a business combination target we identify will benefit by partnering with us to go public. 6 Table of Contents ACQUISITION STRATEGY As Foresite Capital s affiliate, we will benefit from our access to Foresite Capital s infrastructure, personnel, network and relationships. Foresite Capital s investment team is in regular contact with entrepreneurs, key opinion leaders, management teams, and contacts in the venture capital and investment banking communities to source new deals. Our robust screening and due diligence process includes numerous meetings or calls with management and leverages Foresite s expansive network of key opinion leaders, healthcare company executives, entrepreneurs and leading academics. Foresite Capital has invested heavily in its team, information management systems and data science infrastructure, which we expect will provide us with substantial sourcing and analytical capabilities, as well as other capabilities (including clinical development, translational medicine, chemistry, biostatistics and data science) that would ordinarily be outsourced to specialized third-party consultants. Prospective target companies will need to pass rigorous due diligence criteria, which may include, but are not limited to: Compelling risk/reward proposition; Potential market leading product; Addressing unmet medical need or significantly improving standard of care; Management team with a strong demonstrated track record of development and commercialization within life sciences (our management team has often previously worked with or known management of many of the companies in which they invest); Significant embedded revenue growth opportunities that will benefit from access to additional capital; Multiple assets with the ability to create value, diversifying risk, looking for multiple shots on goal; and Premier scientific and clinical leadership. Foresite Capital has carefully curated a multidisciplinary investment team with deep, diverse and complementary experience in order to identify emerging leaders across the health economy, develop comprehensive, 360-degree views of companies and their unique risks, and help portfolio companies achieve technical success and reach liquidity. We believe that this purpose-built structure and process reduces biases and asymmetric information flows that may hamper decisions to enter and exit investments in traditional fund structures. We further believe that the convergence of biology, technology and data science is rapidly accelerating the pace of innovation, and creating a foundation for a new value-based health economy. This is why we are particularly interested in identifying target businesses with an eye to innovations that enable precise disease prevention, and that focus on tools to predict the development of disease and/or invest in new interventions and new healthcare deliveries. Our management team, through its members shared experience at Foresite Capital, has significant and coordinated expertise including: (1) clinical and product development experience, which enables deep understanding and evaluation of every aspect of development and regulatory processes; (2) comprehensive commercialization experience across multiple healthcare sectors, which allows the team to evaluate the entire lifecycle of product launch and market adoption, as well as opportunities and structures for partnership and acquisitions; and (3) broad financing experience across investment banking, buy-side investing and venture capital and private equity investing, which enables the team to evaluate IPO and buyout opportunities and structure terms based on a deep understanding of the entire financing lifecycle. Our Acquisition and Diligence Process includes: Scientific and clinical analysis, with assessment of clinical and regulatory success factors; Review of market factors such as size, growth opportunity, competition, and development trends; Reimbursement review; Full review of proprietary technology content and intellectual property; Interviews with key opinion leaders, customers, competitors and industry experts; Full financial evaluation including analysis of historical results and modeling of various scenarios including product launch forecasting; Review and evaluation of operations including R&D, manufacturing, sales, and distribution; Identification of key milestones that will drive liquidity, and assessment of the likelihood of various paths to liquidity; Preparation of a detailed financial forecast and potential cash-on-cash returns analysis using several scenarios of financial performance, structure and exit timing; 7 Table of Contents Comparison of a company s progress against tracked prior meetings and its competition; and Analysis of relevant and available data using advanced data science techniques (for example, claims analysis to identify potential patient population). Our management team will utilize the information management system of our affiliate, Foresite Capital, to track company progress, milestones, commercial KPIs, future financing needs and timing, action items, key risks and open items. Decisions to proceed with final negotiation and consummation of the initial business combination will be made by consensus of the management team after the completion of what we believe to be appropriate due diligence, which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us. The time required for the initial business combination to advance from sourcing to final approval will vary depending on the circumstances. If our management team or our affiliate, Foresite Capital, has been previously following a prospective target company and has identified key hurdles, open items, or pieces of data believed essential to making an investment, we will be able leverage these insights and move quickly when our requirements are met. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC. INITIAL BUSINESS COMBINATION Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our 8 Table of Contents initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, our sponsor has indicated an interest to purchase $40,000,000 of shares of our Class A common stock in a private placement that would occur concurrently with the consummation of our initial business combination. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. Furthermore, we are not under any obligation to sell any such shares. If we sell shares to our sponsor (or any other investor) in connection with our initial business combination, the equity interest of investors in this offering in the combined company may be diluted and the market prices for our securities may be adversely affected. In addition, if the per share trading price of our shares of common stock is greater than the price per share paid in the private placement, the private placement will result in value dilution to you, in addition to the immediate dilution that you will experience in connection with the consummation of this offering. See Dilution. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. SOURCING OF POTENTIAL INITIAL BUSINESS COMBINATION TARGETS We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement shares following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity (including, without limitation, FS Development Corp. II) pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity (including, without limitation, FS Development Corp. II). Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. 9 Table of Contents In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. In particular, certain of our officers and directors serve as an officer and/or director of FS Development Corp. II, a blank check company sponsored by an affiliate of Foresite Capital. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Unlike many other SPAC IPOs, investors in this offering will not receive warrants that would become exercisable following completion of our initial business combination. CORPORATE INFORMATION Our executive offices are located at 600 Montgomery Street, Suite 4500, San Francisco, California 94111, and our telephone number is (415) 877-4887. We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior year s June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the prior year s June 30th, and (2) our annual revenues equal or exceed $100 million during such completed fiscal year or the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the prior year s June 30. 10 Table of Contents THE OFFERING In making your decision on whether to invest in our Class A common stock, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Shares of Class A common stock offered 25,000,000 shares (or 28,750,000 shares if the underwriter s over-allotment option is exercised in full), at $10.00 per share. Proposed Nasdaq symbol FSAC Trading commencement The shares of Class A common stock are expected to begin trading on or promptly after the date of this prospectus. Number of shares of common stock outstanding before this offering 7,187,500(2)(3) Number of shares of common stock outstanding after this offering 31,950,000(1)(3)(4)(5) Indication of Interest Our sponsor has indicated an interest to purchase an aggregate of $40,000,000 of shares of our Class A common stock in a private placement that would occur concurrently with the consummation of our initial business combination. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. We are not under any obligation to sell any such shares. Such investment would be made on terms and conditions determined at the time of the business combination. ____________ (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 937,500 founder shares by our sponsor for no consideration. (2) Includes up to 937,500 founder shares that will be forfeited by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 25,000,000 public shares, 6,250,000 founder shares and 700,000 private placement shares to be sold in the private placement that will close simultaneously with the closing of the offering. (5) Unlike many other SPAC IPOs, investors in this offering will not receive warrants that would become exercisable following completion of our initial business combination. 11 Table of Contents Founder shares On January 29, 2021 our sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 7,187,500 founder shares. In April 2021, our sponsor transferred 30,000 founder shares to Dr. Demas, 40,000 founder shares to Mr. Huber and 50,000 founder shares to Dr. Ness. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 28,750,000 shares of Class A common stock if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the issued and outstanding shares of common stock after this offering (excluding the private placement shares). Up to 937,500 of the founder shares will be forfeited by our sponsor depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial stockholders, on an as-converted basis, at 20.0% of our issued and outstanding common stock upon the consummation of this offering (excluding the private placement shares). The founder shares are identical to the shares of Class A common stock being sold in this offering, except that: the founder shares and the private placement shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and private placement shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and private placement shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares and private placement shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering; or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our 12 Table of Contents amended and restated certificate of incorporation (an Extension Period ) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares, the private placement shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares and private placement shares, we would need 9,025,001, or 36.1%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted, the private placement shares to be issued to our sponsor are voted in favor of the transaction and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Transfer restrictions on founder shares and private placement shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property and our sponsor has agreed not to transfer, assign or sell any of its private placement shares until 30 days after the completion of our initial business combination; except to certain permitted transferees and under certain circumstances as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Shares . Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares or private placement shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) if we consummate a transaction after our initial business combination which results in our stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. 13 Table of Contents Founder shares conversion and anti-dilution rights The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock issued and outstanding (excluding the private placement shares) after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement shares issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Voting Rights Holders of record of our Class A common stock and holders of record of our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law. Private placement shares Our sponsor has committed, pursuant to a written agreement, to purchase 700,000 private placement shares (or 775,000 private placement shares if the underwriters over-allotment option is exercised in full) at a price of $10.00 per private placement share ($7,000,000 in the aggregate or $7,750,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our sponsor has entered into an agreement with us, pursuant to which it has agreed to waive its redemption rights with respect to the private placement shares. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement shares be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement shares described in this prospectus, $250.00 million, or $287.50 million if the underwriters over-allotment option is exercised in full ($10.00 per share in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $5,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $5,750,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2.0 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $8,750,000 (or $10,062,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. 14 Table of Contents Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the sale of the private placement shares will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $250,000 per year, assuming an interest rate of 0.1% per year; however we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement shares not held in the trust account, which initially will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement shares, at a price of $10.00 per share, at the option of the lender. 15 Table of Contents Conditions to completing our initial business combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock or shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable. 16 Table of Contents Permitted purchases of public shares by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers, advisors or their respective affiliates may purchase public shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their respective affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such purchases or other transactions and have not formulated any terms or conditions for any such purchases or other transactions. None of the funds held in the trust account will be used to purchase shares in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases of Our Securities for a description of how our sponsor, initial stockholders, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining the requisite stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our shares of Class A common stock may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A common stock may be reduced and the number of beneficial holders of our Class A common stock may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our Class A common stock on a national securities exchange. 17 Table of Contents Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our private placement shares. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, private placement shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Limitations on redemptions Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. 18 Table of Contents Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A common stock (excluding the private placement shares) or seek to amend our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq we will be required to comply with Nasdaq s stockholder approval rules. The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions of our amended and restated certificate of incorporation may be amended if approved by holders of at least 65% of all then issued and outstanding shares of our common stock entitled to vote thereon. If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the issued and outstanding shares of common stock entitled to vote are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all issued and outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares and private placement shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our issued and outstanding shares of common stock entitled to vote, non-votes will have no effect 19 Table of Contents on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares and private placement shares, we would need only 9,025,001, or 36.1%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares of common stock are voted, the private placement shares to be issued to our sponsor are voted in favor of the transaction and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. 20 Table of Contents We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the date on which the vote on the proposal to approve the initial business combination is to be held. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares. Limitation on redemption rights of stockholders holding more than 20% of the shares sold in this offering if we hold a stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 20% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 20% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 20% of the shares sold in this offering) for or against our initial business combination. 21 Table of Contents Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who properly exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of this offering to complete our initial business combination or during any Extension Period. If we are unable to complete our initial business combination within such 24-month period or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our initial stockholders have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period. However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. 22 Table of Contents Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account. Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to our sponsor of $10,000 per month for office space, secretarial and administrative services provided to members of our management team; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement shares of the post-business combination entity at a price of $10.00 per share at the option of the lender. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their respective affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. 23 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001843794_capitol_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001843794_capitol_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..47e71cf618de99751ae728e0fe8a4519d4988a29
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001843794_capitol_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: common stock are to our Class A common stock, par value $0.0001 per share, and our Class B common stock, par value $0.0001 per share; founders are to Mark D. Ein and L. Dyson Dryden; founder shares are to shares of our Class B common stock initially issued to our sponsors in private placements prior to this offering and the shares of our Class A common stock that will be issued upon the automatic conversion of the Class B common stock at the time of our initial business combination (for the avoidance of doubt, such Class A common stock will not be public shares ); initial stockholders are to our sponsors, our independent directors and the other holders of our founder shares prior to this offering, if any; management or our management team are to our executive officers and directors; private placement warrants are to the warrants to be issued to our sponsors and independent directors in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; sponsors are to Capitol Acquisition Management VI LLC, which is controlled by Mark D. Ein, chairman of our board of directors, and Capitol Acquisition Founder VI LLC, which is controlled by L. Dyson Dryden, our President and Chief Financial Officer and a member of our board of directors; warrants are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and the private placement warrants; and we, us, company, our company or Capitol VI are to Capitol Investment Corp. VI, a Delaware corporation. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General Mark Ein and Dyson Dryden have established Capitol Investment Corp. VI, their sixth blank check company, to invest in and help build an industry-leading public company that will aim to deliver long-term value to stockholders. We are one of only five U.S. sponsor teams of SPACs over $150 million in size to close five SPAC mergers. We believe that our extensive investing and company building experience, long track record with public acquisition companies, broad network of relationships, strategic expertise and deep engagement as proactive directors and advisors, combined with the capital raised in this offering, can be a meaningful catalyst for growth and value creation for the business that we partner with over the long term. 1 Table of Contents Mr. Ein is an investor, entrepreneur and philanthropist, who has created, acquired, invested in and built a series of growth companies across a diverse set of industries over the course of his 30-year career. During this time, in addition to leading five successful public acquisition companies, Mr. Ein has been involved in the founding or early stages of six companies that have been worth over one billion dollars and has led over $3.0 billion of private equity, venture capital and public company investments. Mr. Dryden has worked with Mr. Ein for over a decade, initially as his advisor, and since 2013 as his partner principally focused on their public acquisition company platform and its related investments. He brings over 20 years of investing, capital markets, capital raising and strategic advisory experience to Capitol VI. Mr. Ein and Mr. Dryden have a long track record of successfully sourcing, evaluating, structuring, negotiating and executing five previous public acquisition company transactions. They are supported by a strong, dedicated investment team with a history of working together that we believe will provide us with valuable analytical, financial, transactional, communications and other expertise that we will leverage to identify and execute a business combination and drive future value for the combined business. Our team s combined experience, expansive networks and long-standing relationships will provide valuable access to the highest-quality growth companies. Our management team is also well positioned to identify and execute a business combination as a preferred partner to a wide range of business owners. Our previous investments include companies owned by founders, families, private equity funds, hedge funds and venture funds. Capitol Investment Corp. VI is a Delaware blank check company formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. We have not selected any potential business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We are not limited to any particular industry or geographic location in selecting a target business with which to engage in a business combination. Track Record with Similarly Structured Acquisition Vehicles Mr. Ein and Mr. Dryden have a long track record of successfully raising capital and executing transactions through public acquisition companies structured similarly to Capitol VI, having completed five such transactions over a 13-year period, across different industries and at different stages of the economic cycle. We are one of only five U.S. sponsor teams of SPACs over $150 million in size to close five SPAC mergers. Capitol I/Two Harbors Creation of a Real Estate Investment Trust to capitalize on the severe dislocation in the residential mortgage-backed securities market following the global financial crisis in 2009. Capitol Acquisition Corp., or Capitol I, was a $262 million special purpose acquisition company that completed its initial public offering in June 2007. Mr. Ein was the founder, Chairman and Chief Executive Officer of Capitol I. Capitol I completed its business combination with Two Harbors Investment Corp., or Two Harbors, in October 2009. Two Harbors was a newly formed Maryland real estate investment trust, or REIT, established to focus on residential mortgage backed securities in partnership with Pine River Capital Management L.P. Two Harbors common stock is traded on the NYSE under the symbol TWO. Mr. Ein served as Vice-Chairman of the board of directors of Two Harbors from October 2009 to May 2015. During Mr. Ein s tenure as Vice-Chairman, Two Harbors became one of the world s largest REITs and also founded, and then completed the spin-off of, Silver Bay Realty Trust, which was the first ever publicly traded single family housing REIT. Mr. Dryden served as Capitol I s investment banker throughout the search process and assisted with the execution of the Two Harbors transaction. 2 Table of Contents Capitol II/Lindblad Expeditions Growth equity investment in founder-owned and led business to extend leadership position in global expedition cruising in partnership with National Geographic in 2015. Capitol Acquisition Corp. II, or Capitol II, was a $200 million special purpose acquisition company that completed its initial public offering in May 2013. Mr. Ein was the Chairman of the Board and Chief Executive Officer and Mr. Dryden was Chief Financial Officer and Director of Capitol II. Capitol II completed its $439 million business combination with Lindblad Expeditions, Inc., or Lindblad, in July 2015. Lindblad is a global leader in expedition cruising and extraordinary travel experiences offering captivating trips featuring highly curated content to 40+ remarkable destinations on all seven continents in partnership with National Geographic. Lindblad s merger with Capitol II enabled it to pursue attractive future growth opportunities including new ship builds, expanded charters and acquisitions. Lindblad s common stock is traded on the NASDAQ under the symbol LIND. Since the closing of the business combination with Lindblad, Mr. Ein has continued to serve as the Chairman of the Board and Mr. Dryden has continued to serve as a Director of Lindblad. Capitol III/Cision Investment in leading global private-equity owned provider of public relations software, media distribution, media intelligence and related professional services to enhance the company s balance sheet to enable organic growth investments and facilitate acquisitions. Capitol Acquisition Corp. III, or Capitol III, was a $325 million special purpose acquisition company that completed its initial public offering in October 2015. Mr. Ein was the Chairman of the Board and Chief Executive Officer and Mr. Dryden was President, Chief Financial Officer and Director of Capitol III. Capitol III completed its $2.4 billion business combination with Canyon Holdings S.a r.l., or Cision, a portfolio company of private equity firm GTCR, in June 2017. At that time, merger of Capitol III and Cision was the largest transaction by a U.S. public acquisition company completed since 2010. Cision is a leading global provider of public relations software, media distribution, media intelligence and related professional services. Public relations and communications professionals use Cision s products and services to help manage, execute and measure their strategic public relations and communications programs. Cision solutions also include market-leading media technologies such as PR Newswire. Cision serves over 75,000 customers in more than 170 countries and 40 languages worldwide, and maintains offices in North America, Europe, Australia, Asia and Latin America. In January 2020, Platinum Equity took Cision private in a transaction valued at $2.7 billion. Mr. Ein served as Vice Chairman of the Board and Mr. Dryden served as a Director of the combined company from June 2017 until January 2020, when the sale to Platinum Equity closed. Capitol IV/Custom Truck One Source (f/k/a Nesco) Investment in one of the largest specialty equipment rental providers to the growing critical infrastructure industries of electric utility transmission and distribution, telecom and rail in North America to deleverage the business, enable growth investments and facilitate acquisitions. Capitol Investment Corp. IV, or Capitol IV, was a $402.5 million special purpose acquisition company that completed its initial public offering in August 2017. Mr. Ein was the Chairman of the Board and Chief Executive Officer of Capitol IV and Mr. Dryden was the President, Chief Financial Officer and a Director of Capitol IV. Capitol IV completed its $1.1 billion business combination with Nesco Holdings, Inc., or Nesco, a portfolio company of private equity firm Energy Capital Partners, in July 2019. Mr. Ein and Mr. Dryden both continued to serve on the Board of Directors of the combined company. In April 2021, Nesco acquired Custom Truck One Source, another leading provider of specialized truck and heavy equipment solutions, and changed its name to Custom Truck One Source, Inc. We refer to the combined company as Custom Truck One Source. Custom Truck One Source is one of the largest specialty equipment rental providers to the growing electric utility transmission and distribution, telecom and rail industries in North America. Custom Truck One Source offers its specialized equipment to a diverse customer base for the maintenance, repair, upgrade and installation of critical infrastructure assets, including electric lines, telecommunications networks and rail systems. Custom Truck One Source s common stock and warrants are traded on the NYSE under the symbols CTOS and CTOS WS. Following the acquisition, Mr. Ein continues to serve on the Board of Directors of Custom Truck One Source. 3 Table of Contents Capitol V/Doma Investment in leading technology company architecting the future of real estate transactions. Capitol Investment Corp. V, or Capitol V, was a $345 million special purpose acquisition company that completed its initial public offering on December 4, 2020. Mr. Ein was the Chairman of the Board and Chief Executive Officer of Capitol V and Mr. Dryden was the President, Chief Financial Officer and a Director of Capitol V. Capitol V completed its $3.0 billion business combination with Doma Holdings, Inc., or Doma, a leading force for disruptive change in the residential real estate industry, in 2021. Doma uses machine intelligence to replace large portions of the antiquated residential real estate closing process with instant technology solutions. Doma s machine intelligence algorithms are being trained and optimized on 30 years of historical anonymized closing transaction data, allowing Doma to make underwriting decisions in less than a minute and significantly reduce the time, effort and cost of the entire process. The transaction included a fully committed PIPE of $300 million anchored by top-tier investors, including participation by existing Capitol V and Doma equityholders. Doma s common stock and warrants are traded on the NYSE under the symbols DOMA and DOMA.WS. Mark D. Ein continues to serve on the combined company s board of directors following completion of the transaction. Our Team Mr. Ein has over 30 years of private equity, venture capital and public acquisition company investing experience. Starting in 2007, Mr. Ein has led the successful execution (including initial public offerings and business combinations) of five consecutive public acquisition vehicles: Capitol I, II, III, IV and V. Mr. Ein is the founder and Chief Executive Officer of Venturehouse Group, LLC, a holding company that creates, invests in, grows and builds technology, communications and related business services companies. Venturehouse was founded in 1999 to work closely with a small number of portfolio companies at any one time and to provide operational, strategic and financing support throughout their lifecycle. Since January 2007, Mr. Ein has been the Co-Chairman and majority owner of Kastle Systems, a firm specializing in building and office security systems, which he acquired through his personal investment holding company, Leland Investments Inc. Prior to forming Venturehouse, from 1992 to 1999, Mr. Ein was a Principal with The Carlyle Group, a leading global private equity firm. Mr. Ein led many of Carlyle s technology and telecommunications private equity investment activities. Earlier in his career, from 1989 to 1990, Mr. Ein worked for Brentwood Associates, a leading West Coast growth-focused private equity firm, and from 1986 to 1989 for Goldman, Sachs & Co. Mr. Dryden has over 20 years of experience in M&A, capital formation and public acquisition company investing. Mr. Dryden has partnered with Mr. Ein on the successful execution of four consecutive public acquisition vehicles, Capitol II, III, IV and V, and served as an advisor on Capitol I. Mr. Dryden continues to serve on the Board of Directors of Lindblad, which completed a merger with Capitol II. Mr. Dryden was a member of the Board of Directors of Nesco from the time of its business combination with Capitol IV until April 2021, serving most recently as Co-Chairman. Mr. Dryden served as a Director of Cision from the time of its business combination with Capitol III until the sale of the company in January 2020. Mr. Dryden has also been an investor in and the Vice Chairman of CDS Logistics Management, Inc., one of the largest providers of home improvement product delivery services in the United States, since 2009. Prior to Capitol, Mr. Dryden worked in Citigroup s Investment Banking division in New York, most recently as a Managing Director in the firm s Global Technology, Media and Telecommunications group. Mr. Dryden is currently a member of the Board of Directors of Washington E-Sports Ventures, LLC, founded to purchase an Overwatch League team and build other esports teams that will represent the National Capital Region. Mr. Dryden holds a B.S. in Business Administration with a dual concentration in finance and management from the University of Richmond. The past performance of our founders and other members of our management team is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record of our management s performance as indicative of our future performance. 4 Table of Contents Our executive officers and directors received certain benefits from being members of the foregoing public acquisition vehicles, including acquiring founder shares and private placement warrants of such entities, payment of administrative fees for making office space and other services available to such entities and the payment of success and consulting fees. Our executive officers and directors will be entitled to receive similar benefits for being members of our company, as set forth under the heading The Offering Limited Payments to Insiders and The Offering Conflicts of Interest below. Acquisition Strategy We intend to employ a pro-active acquisition strategy focused on companies that have demonstrated a potential for future growth and/or companies for which we believe we can be the catalyst to accelerating growth. We believe seeing a large set of potential opportunities creates the highest probability of finding an exceptional business combination. Our acquisition selection process will leverage our team s extensive network of industry, family office, private equity and venture capital sponsor relationships, as well as relationships with management teams of public and private companies, investment bankers, attorneys and accountants who we believe should provide us with significant business combination opportunities. We have identified the following criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to seek to acquire companies that we believe: Will experience substantial growth post-acquisition. We believe that we are well-positioned to evaluate a company s current growth prospects and opportunities to enhance growth post-acquisition, both organically and through acquisitions. Have developed leading positions within industries that exhibit strong fundamentals. We intend to evaluate each industry and the target businesses within those industries based on several factors, including growth characteristics, competitive positioning, profitability margins and sustainability. Exhibit unseen value or other characteristics that have been disregarded by the marketplace. We intend to leverage the operational experience and financial acumen of our team to focus on unlocking value others may have overlooked. Will offer an attractive risk-adjusted return on investment for our stockholders. We will seek to acquire the target on attractive terms. Financial returns will be evaluated based on both organic cash flow growth potential and an ability to create value through new initiatives. Potential upside from growth in the business will be weighed against any downside risks. Are led by exceptionally talented, experienced and highly competent management teams. If needed, we will leverage our experience in identifying and recruiting new management. In addition, we will consider a prospective target business in the context of its broader stakeholder impact, including environmental, social and governance factors. While these criteria will be used in evaluating business combination opportunities, we may decide to enter into a business combination with a target business or businesses that do not meet these proposed criteria and guidelines. We have not contacted any of the prospective target businesses that Capitol I, Capitol II, Capitol III, Capitol IV or Capitol V had considered and rejected. We do not currently intend to contact any of such targets; however, we may do so in the future if we become aware that the valuations, operations, profits or prospects of such target business, or the benefits of any potential transaction with such target business, would be attractive. 5 Table of Contents Initial Business Combination The NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discounts and commissions held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent firm that regularly renders fairness opinions with respect to the satisfaction of such criteria. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock or preferred stock in exchange for all of the outstanding capital stock of a target in order to consummate such transaction or issue a substantial number of new shares to third parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired by us is what will be taken into account for purposes of the NYSE s 80% fair market value test. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions. Notwithstanding the foregoing, if we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test. Our Business Combination Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that may encompass, among other things, meetings with incumbent management and employees, document reviews and inspection of facilities, as applicable, as well as a review of financial and other information that will be made available to us. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction. Additionally, we have not, nor has anyone on our behalf, taken any substantive measures, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsors, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsors, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that regularly renders fairness opinions that our initial business combination is fair to our company from a financial point of view. 6 Table of Contents Members of our management team and directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, including as described below. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Delaware law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsors, officers and directors and their affiliates may participate in the formation of, or become an officer or director of, another blank check company prior to completion of our initial business combination. As a result, our sponsors, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. Messrs. Ein and Dryden are also directors and/or officers of Capitol Investment Corp. VII, or Capitol VII, and BrightSpark Capitol Corp., or BrightSpark, each of which is a Delaware blank check company formed for substantially similar purposes as our company. Affiliates of our sponsors are currently sponsors of Capitol VII. Capitol VII and BrightSpark have been formed, but the timing and terms of their initial public offerings are not yet certain. However, we expect that neither will be limited to any particular industry or geographic location in selecting a target business with which to engage in a business combination. Any such companies, including Capitol VII and BrightSpark, may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among our directors or management teams. Furthermore, our amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Capitol VI and it is an opportunity that we are able to complete on a reasonable basis. However, we do not believe that any potential conflicts with Capitol VII or BrightSpark would materially affect our ability to identify and pursue initial business combination opportunities or complete our initial business combination because (i) our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously and (ii) we are not limited by industry or geography in terms of the acquisition opportunities we can pursue. Corporate Information We are a Delaware corporation, incorporated on January 19, 2021. Our executive offices are located at 1300 17th Street North, Suite 820, Arlington, Virginia 22209, and our telephone number is (202) 654-7060. Our website address is http://capinvestment.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. 7 Table of Contents In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A common stock held by non-affiliates exceeds $250 million as of the end of that fiscal year s second fiscal quarter or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our Class A common stock held by non-affiliates exceeds $700 million as of the end of that fiscal year s second fiscal quarter. 8 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001843803_insu_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001843803_insu_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001843803_insu_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001843988_two_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001843988_two_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8a85a550f9a621aff840fc799caf132f93f35b89
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001843988_two_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 d123205ds1a.htm S-1/A S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on March 23, 2021. Registration No. 333-253802 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 two (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1577238 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 16 Funston Avenue, Suite A The Presidio of San Francisco San Francisco, California 94129 Tel: (415) 480-1752 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Kevin E. Hartz 16 Funston Avenue, Suite A The Presidio of San Francisco San Francisco, California 94129 Tel: (415) 480-1752 (Name, address, including zip code, and telephone number, including area code, of agent for service) Gregory P. Patti, Jr., Esq. Niral T. Shah, Esq. Cadwalader, Wickersham & Taft LLP 200 Liberty Street New York, NY 10281 Tel: (212) 504-6000 Laura M. de Petra 16 Funston Avenue, Suite A The Presidio of San Francisco San Francisco, California 94129 Tel: (415) 480-1752 Ilir Mujalovic, Esq. William B. Nelson, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 Tel: (212) 848-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AMOUNT BEING REGISTERED PROPOSED MAXIMUM OFFERING PRICE PER SECURITY(1) PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE(3) Class A ordinary shares, $0.0001 par value(2) 23,000,000 shares $10.00 $230,000,000 $25,093.00 Total $230,000,000 $25,093.00 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. (2) Includes 3,000,0000 Class A ordinary shares, which may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any. (3) Already paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents TABLE OF CONTENTS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001844019_excolere_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001844019_excolere_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..437562addccf2d533468e2fd4a8b42b0ebea8c94
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001844019_excolere_prospectus_summary.txt
@@ -0,0 +1 @@
+prospectus summary. These risks include, but are not limited to: Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. 12 Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. We may not be able to complete an initial business combination within 18 months after the closing of the offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.20 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time. If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share. We may not hold an annual meeting of stockholders until after the completion of our initial business combination. Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses and our strategy will be to identify, acquire and build a company in our target investment area, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines. We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our stockholders from a financial point of view. We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders' investment in us. We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all. We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our stockholders do not agree. We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. Our sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or existing holders which may raise potential conflicts of interest. Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. 13 Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management's area of expertise. Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our Class A common stock at such time is substantially less than $10.00 per share. Our sponsor paid an aggregate of $25,000, or approximately $0.004 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of the shares of our Class A common stock. We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by entities managed by our founders, and their affiliates (including our management team and special advisors), including the businesses referred to herein, may not be indicative of future performance of an investment in us or in the future performance of any business that we may acquire. Corporate Information Our executive offices are located at 2029 Century Park East, Suite 400N, Los Angeles, CA 90067 and our telephone number is (310) 867-2758. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the Market Value (as defined below) of our Class A common stock that is held by non-affiliates equals or exceeds $700.0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to "emerging growth company" will have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. 14
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001844224_freyr_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001844224_freyr_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e1fcb0bd745b7c8983bcc90dba27b2e2e0cfaed0
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001844224_freyr_prospectus_summary.txt
@@ -0,0 +1,67 @@
+PROSPECTUS SUMMARY
+This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information that may be important to you. You should read the entire prospectus carefully before making your investment decision with respect to our Ordinary Shares or Pubco Warrants. You should carefully consider, among other things, the financial statements included elsewhere in this prospectus and the related notes, and the sections titled Risk Factors, Business, , Alussa s Management s Discussion and Analysis of Financial Condition and Results of Operations, and FREYR Legacy s Management s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this prospectus. Unless expressly indicated or the context requires otherwise, the terms the Company, Pubco, FREYR, the Registrant, we, us and our in this prospectus refer to FREYR Battery, and where appropriate, our wholly-owned subsidiaries.
+Our mission and vision is to accelerate the decarbonization of the transportation sector and energy systems by delivering some of the world s cleanest and most cost-effective batteries. The global response to climate change is driving two notable trends: first, a shift from an energy system based on fossil fuels to an energy system based on renewable, intermittent sources of energy such as solar and wind power, and second, an increased electrification of existing transportation, energy and infrastructure systems. We believe that these two trends will drive substantially increased demand for electricity storage in general and the need for lithium-ion batteries in particular. Our initial focus is on production of the battery cell, which represents approximately 32% of battery value chain revenues and is one of the more energy intensive parts of the value chain. Our manufacturing platform will have the capabilities to host many types of battery specifications, as determined by customer demand, and will pursue (1) licensing-based partnerships to develop and enhance next-generation technology and (2) partnerships with conventional battery cell technology providers.
+We are a development stage company with no revenue to date. FREYR AS incurred a net loss of approximately $9.6 million for the year ended December 31, 2020, a net loss of approximately $11.9 million for the three months ended March 31, 2021, and an accumulated deficit of approximately $22.8 million from its inception to March 31, 2021. We believe that we will continue to incur operating and net losses each quarter until at least the time we begin significant production of our battery cells, which is not expected to occur until 2024, and may occur later.
+Pubco was incorporated on January 20, 2021 for the purpose of effectuating the Business Combination. Pubco was incorporated under the laws of Luxembourg as a public limited liability company (soci t anonyme).
+The mailing address of Pubco s registered and principal executive office is 412F, route d Esch, L-2086 Luxembourg, Grand Duchy of Luxembourg.
+Our investor relations website is located at ir.freyrbattery.com/overview/, and its news site located at ir.freyrbattery.com/ir-news, our Twitter account is located at https://twitter.com/freyrbattery?lang=en, our LinkedIn account is located at www.linkedin.com/company/freyrbattery, and our Youtube page is located at https://www.youtube.com/channel/UCo0NLMtaYsf2HfnDe6XtFLw. We use our investor relations website, our Twitter account, our LinkedIn account and our Youtube page to post important information for investors, including news releases, analyst presentations, and supplemental financial information, and as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor our investor relations website, our Twitter account, our LinkedIn account and our Youtube page, in addition to following press releases, SEC filings and public conference calls and webcasts. Our website, Twitter account, our LinkedIn account and our Youtube page and the information contained on each, or that can be accessed through each, is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. We also make available, free of charge, on our investor relations website under Financials SEC Filings, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports as soon as reasonably practicable after electronically filing or furnishing those reports to the SEC.
+The Business Combination
+FREYR AS, a private limited liability company organized under the laws of Norway ( FREYR Legacy ), previously consummated a merger pursuant to that certain Business Combination Agreement, dated January 29, 2021 
+
+9
+
+Table of Contents
+
+(the Business Combination Agreement ), by and among Alussa Energy Acquisition Corp., a Cayman Islands exempted company ( Alussa ), Alussa Energy Sponsor LLC ( Sponsor ), Pubco, FREYR Legacy, ATS AS ( Shareholder Representative ), Norway Sub 1 AS, a private limited liability company organized under the laws of Norway ( Norway Merger Sub 1 ), Norway Sub 2 AS, a private limited liability company organized under the laws of Norway ( Norway Merger Sub 2 ), Adama Charlie Sub, a Cayman Islands exempted company ( Cayman Merger Sub ) and the shareholders of FREYR Legacy named therein (the Major Shareholders ).
+In connection with the Business Combination, among other things, (i) prior to the First Closing, the FREYR Legacy s wind farm business was transferred to Sjonfjellet Vindpark Holding AS ( SVPH ), a private limited liability company to be incorporated by way of the Norway Demerger resulting in such business becoming held by FREYR Legacy s shareholders through SVPH, (ii) Alussa merged with and into Cayman Merger Sub, with Alussa continuing as the surviving entity and a wholly owned subsidiary of Pubco (the Cayman Merger ), (iii) Alussa distributed all of its interests in Norway Merger Sub 1 to Pubco, (iv) FREYR Legacy merged with and into Norway Merger Sub 2, with Norway Merger Sub 2 continuing as the surviving entity, (v) Pubco acquired all preferred shares of Norway Merger Sub 1 ( issued in exchange for the FREYR Legacy convertible preferred shares as a part of the Norway Merger) from the Company Preferred Share Transferors in exchange for a number of newly issued shares of Pubco, and (vi) Norway Merger Sub 1 merged with and into Pubco, with Pubco continuing as the surviving entity (the transactions contemplated by the Business Combination Agreement collectively, the Business Combination ).
+The Private Placement
+On January 29, 2021, Alussa and Pubco entered into the Subscription Agreements with certain investors for the PIPE Investment, pursuant to which Pubco issued and sold to the PIPE Investors $600 million of Pubco Ordinary Shares, at a price of $10.00 per share for which PIPE Investors received 60,000,000 Pubco Ordinary Shares.
+Stock Exchange Listing
+Pubco Ordinary Shares and Pubco Public Warrants, Pubco Private Warrants and Pubco Working Capital Warrants are currently listed on the NYSE under the symbols FREY and FREY WS, respectively.
+Summary of Risk Factors
+Our business is subject to numerous risks and uncertainties, including those highlighted in the section title Risk Factors. Such risks include, but are not limited to:
+ Subsequent to the completion of the Business Combination, Pubco may be required to take write- downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price post-Business Combination, which could cause you to lose some or all of your investment.
+ Sales of a substantial number of Pubco securities in the public market following the Business Combination could adversely affect the market price of its ordinary shares.
+ FREYR s success will depend on FREYR s ability to manufacture battery cells, and to do so economically, at scale, of sufficient quality, on schedule and to customers specifications.
+ FREYR s licensing strategy is subject to various risks which could adversely affect FREYR s business and future prospects. There are no assurances that 24M or other future counterparties will not provide similar licenses to other manufacturers which will increase the competition faced by FREYR.
+ FREYR may license technology that has not been commercialized or commercialized only to a limited extent, and the success of FREYR s business depends on technology licensed performing as expected.
+
+10
+
+Table of Contents
+
+ FREYR s execution of its joint venture strategy is in very early stage and is also subject to various risks which could adversely affect FREYR s business and future prospects.
+ FREYR may not be able to engage target customers successfully and to convert such contacts into meaningful orders in the future.
+ FREYR may not be able to establish supply relationships for necessary components and materials which could prevent or delay the introduction of FREYR s batteries and negatively impact its business.
+ Substantial increases in the prices for FREYR s raw materials and components, some of which are obtained in volatile markets where demand may exceed supply, could materially and adversely affect FREYR s business and negatively impact FREYR s prospects.
+ FREYR s future success depends in part on the ability to develop and increase its production capacity and to be able to do so on time, with expected capital expenditures, and in a cost-effective manner.
+ FREYR is sensitive to increases in the cost of supply of electricity, which is obtained in a highly regulated marketplace, susceptible to changes in the regulatory regime.
+ FREYR will rely on complex machinery for its operations and production involves a significant degree of risk and uncertainty in terms of operational performance and costs.
+ If FREYR s battery cells fail to perform as expected, FREYR s ability to develop, market, and sell its battery cells could be harmed.
+ Doing business internationally creates operational, financial and tax risks for FREYR s business.
+ If FREYR is unable to retain key employees and qualified personnel, and hire technical, engineering, sales, marketing, manufacturing plant operations and support personnel, its ability to compete and successfully grow the business could be harmed.
+ FREYR s limited operating history makes evaluating FREYR s business and future prospects difficult and may increase the risk of your investment.
+ FREYR s management has limited experience in operating a public company and the requirements of being a public company may strain FREYR s resources, divert management s attention and affect the ability to attract and retain qualified board members and officers.
+ FREYR is unable to assert, enforce and otherwise protect the intellectual property rights licensed by 24M and rights to indemnification under the license and services agreement with 24M may be insufficient or unavailable, which could lead to increased costs and negatively affect the business.
+ FREYR s future growth and success are dependent upon increasing electrification of current energy sources driven by consumers willingness to adopt electrified forms of transportation, the prices of such transportation, and continued government and social support of increased development of renewable sources of energy.
+ The battery industry and its technology are rapidly evolving and may be subject to unforeseen changes, such as technological developments in existing technologies or new developments in competitive technologies that could adversely affect the demand for FREYR s battery cells.
+ FREYR s business model of manufacturing battery cells is capital-intensive, and FREYR may not be able to raise additional capital on attractive terms, if at all, which could be dilutive to shareholders. If FREYR cannot raise additional capital when needed, its operations and prospects could be materially and adversely affected.
+
+11
+
+Table of Contents
+
+ FREYR may become subject to product liability claims, which could harm its financial condition and liquidity if it is not able to successfully defend or insure against such claims.
+ FREYR is subject to substantial regulation and unfavorable changes to, or failure by FREYR to comply with, these regulations could substantially harm its business and operating results.
+ Concentration of ownership among FREYR s existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.
+
+Emerging Growth Company
+We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). We will remain an emerging growth company until the earliest to occur of: the last day of the fiscal year in which we have more than $1.07 billion in annual revenues; the date we qualify as a large accelerated filer, with at least $700 million of equity securities held by non-affiliates; the issuance, in any three- year period, by us of more than $1.0 billion in non-convertible debt securities; and the last day of the fiscal year ending after the fifth anniversary of our initial public offering.
+Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
+ 
+
+12
+
+Table of Contents
+
+<a id="
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001844270_ftac-zeus_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001844270_ftac-zeus_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001844270_ftac-zeus_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001844300_trinity_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001844300_trinity_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..eaad417e020083173ecbd3957dfbd74b7de9452e
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001844300_trinity_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association" are to the second amended and restated memorandum and articles of association which will take effect upon the consummation of this offering; Companies Act are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time; company, we, us, our, or our company are to Trinity Acquisition Corporation, a Cayman Islands exempted company; founders are to Mr. Li Ning, our Chairman of the Board, LionRock, and Mr. David Tse Young Chou, our Co-Chief Executive Officer and Director; founder shares are to our Class B ordinary shares outstanding as of this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); LionRock are to LionRock Capital (Cayman) Limited. initial shareholders are to our sponsor and each other holder of founder shares upon the consummation of this offering; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; our founding team are to our executive officers and directors (including our director nominees who will become directors at the consummation of this offering); private placement warrants are to the warrants sold to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shareholders are to the holders of our public shares, including our sponsor and founding team to the extent our sponsor and/or members of our founding team purchase public shares, provided that our sponsor s and each member of our founding team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares to be sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and sponsor are to Trinity Acquisition Incorporation LLC, a Cayman Islands limited liability company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless otherwise indicated, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Exchange rate conversion Solely for convenience purposes, this prospectus includes translations of certain currencies based on the exchange rate prevailing on January 22, 2021 for foreign exchange transactions. Unless otherwise specified, (i) translations of Renminbi into U.S. dollars are based on the rate of RMB6.4816: US$1.00; and (ii) translations of Hong Kong dollars into U.S. dollars are based on the implied rate of HK$7.7525: US$1.00. TABLE OF CONTENTS If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AMOUNT BEING REGISTERED PROPOSED MAXIMUM OFFERING PRICE PER SECURITY(1) PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE Units, each consisting of one Class A ordinary share, $0.00008 par value, and one-third of a redeemable Warrant to acquire one Class A ordinary shares (2) 28,750,000 units $ 10.00 $ 287,500,000 $ 31,367 Class A ordinary shares included as part of the Units (1) 28,750,000 shares (4) Redeemable warrants to acquire one Class A ordinary share included as part of the Units (3) 9,583,333 warrants (4) Total $ 287,500,000 $ 31,367 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. (2) Includes 3,750,000 Units, consisting of 3,750,000 Class A ordinary shares and 1,250,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions. (4) No fee pursuant to Rule 457(g). The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS General We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination partner and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination partner with respect to an initial business combination with us. While we may pursue a business combination partner in any business or industry, we intend to focus on global consumer lifestyle companies with compelling China potential, which can benefit from the expertise and capabilities of our management team in order to create long-term shareholder value. We seek to capitalize on the China, consumer and sporting expertise, as well as over 80 years of combined operational and investing experience of our management team. We believe that consumer brands with strong brand equity and a meaningful growth thesis in the China market will emerge as long-term global winners in their addressable markets. We believe our directors and management team have the relevant experience and skills to identify consumer companies that can best capture the current market opportunities. Trinity Acquisition Incorporation LLC, our sponsor, has been formed as a collaboration among Mr. Li Ning ( Mr. Li ), LionRock Capital ( LionRock ), and Mr. David Tse Young Chou ( Mr. Chou ). Mr. Li Ning Mr. Li is one of the most recognized and respected athletes and entrepreneurs in China. In 1982, he won six gold medals out of a total of seven men s events at the Sixth World Cup Gymnastic Competition and was commonly known as the Prince of Gymnastics in China. Mr. Li won six medals at the 1984 Summer Olympics, including three gold medals, two silver medals, and one bronze medal. Furthermore, Mr. Li won 11 World Artistic Gymnastics Championships medals including gold medals in the rings (1985) and team all-around (1983) events. In 2000, Mr. Li was inducted into the International Gymnastics Hall of Fame, becoming the first Chinese inductee. At the 2008 Summer Olympics in Beijing, Mr. Li served as the last torchbearer and ignited the Olympic flame at the opening ceremony. Mr. Li is considered by many in China to be a national hero, and brings unique insights as an Olympian and one of the greatest sports figures in China. In addition to his sporting achievements, Mr. Li founded his namesake sporting goods brand, Li-Ning in 1989, which has grown to become one of the most successful sports related brands in China. Mr. Li is the Executive Chairman, Joint Chief Executive Officer and Executive Director of Li Ning Corporation Limited ( Li Ning Co. ), which designs, manufactures, markets, distributes and sells professional and leisure footwear, apparel, equipment and accessories under the Li-Ning brand. Li Ning Co. was listed on the Hong Kong Stock Exchange (Stock code: 2331) in June 2004, and had a market capitalization of HK$158.0 billion (US$20.3 billion) based on the closing share price as of April 23, 2021. Li Ning Co. adopts a strategy of Single Brand, Multi-categories, Diversified Channels , which has proven to be very successful in turning it into one of China s most recognized and valuable consumer lifestyle and sporting brands. According to an article entitled 200% Stock Surge Makes Li Ning World s Hottest Sportswear Firm published by Bloomberg on October 14, 2019, Li-Ning is one of the world s hottest sportswear brands . Li Ning Co. is also a pioneer in commitment to environmental and social responsibility, promoting environmental and social protection philosophy along the supply chain by setting responsible supply chain goals through guidance on working procedures, assessment standards and target requirements. For the year ending December 31, 2019, Li Ning Co. reported annual revenue of RMB13.9 billion (US$2.1 billion) and net profit of RMB1.5 billion (US$231 million). As at September 30, 2020, Li Ning Co. operated 7,104 point of sales in China. For the quarter ended March 31, 2021, Li Ning Co. reported that its retail sell-through of Li Ning point of sale (excluding Li-Ning Young) for the overall platform, which includes both offline channel and e-commerce virtural stores business, increased by over 80% on a year-on-year basis, and its offline channel had a over 80% growth, whilst its e-commerce virtual stores business recorded around 100% growth. Mr. Li s history as a world-class athlete and significant operational expertise in building one of the world s leading consumer lifestyle businesses, as well as his track record in managing successful turnarounds add tremendous strength and value to any potential companies we may pursue for our initial business TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED APRIL 27, 2021 PRELIMINARY PROSPECTUS $250,000,000 Trinity Acquisition Corporation 25,000,000 Units Trinity Acquisition Corporation is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriter has a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. We cannot assure you that we will not seek to amend our charter or governing instruments to extend the time to consummate an initial business combination beyond 24 months in order to effectuate our initial business combination; however, in such scenarios, we will provide our public shareholders with the opportunity to redeem their public shares for cash. Our sponsor, Trinity Acquisition Incorporation LLC, has agreed to purchase an aggregate of 7,000,000 warrants (or 7,750,000 warrants if the underwriters over-allotment option is exercised in full), at a price of $1.00 per warrant, in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $7,000,000 (or $7,750,000 if the over-allotment option is exercised in full) that will close simultaneously with the closing of this offering. Each private warrant is identical to the public warrants sold in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders currently own an aggregate of 7,187,500 Class B ordinary shares (up to 937,500 of which are subject to forfeiture) which will automatically convert into Class A ordinary shares at the time of our initial business combination as described herein. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol TRNY.U . We cannot guarantee that our securities will be approved for listing on the NYSE. We expect that the Class A ordinary shares and warrants comprising the units to begin separate trading on the NYSE under the symbols TRNY and TRNY.W , respectively on the 52nd day following the date of this prospectus unless Goldman Sachs (Asia) L.L.C. informs us of its decision to permit earlier separate trading and we have satisfied certain conditions described herein. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and, as such, will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 41 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 13,750,000 Proceeds, before expenses, to us $ 9.45 $ 236,250,000 (1) Includes $0.35 per unit, or $8,750,000 in the aggregate (or $10,062,500 in the aggregate if the underwriter s over-allotment option is exercised in full), payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriter only upon the consummation of an initial business combination, subject to certain adjustments as described in more detail in Underwriting . Also see Underwriting for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriter s over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S. based trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2021. Sole Book Running Manager Goldman Sachs (Asia) L.L.C. , 2021 TABLE OF CONTENTS combination. Since inception in 1989, Mr. Li took Li Ning Co. to new heights after twenty years of successful operation, when Li Ning Co. reported annual revenue of RMB 9.5 billion (US$1.5 billion) and net profit of RMB 1.1 billion (US$170 million) in 2010. Mr. Li then stepped back from active management in 2011, at which point Li Ning Co. started to experience a decline in sales and deterioration in profitability. For the year ended December 31, 2014, Li Ning Co. reported annual revenue of RMB6.0 billion (US$926 million) and a net loss of RMB782 million (US$121 million). Mr. Li. returned to active management in 2015, and implemented major operational changes including optimization of the supply chain, channel rationalization with a focus on e-commerce and direct to customer retail, as well as product development. As part of the strategy to rejuvenate the Li-Ning brand, inspired by Mr. Li s athletic career, Li Ning Co. showcased a series of designs at New York International Fashion Week and Paris International Fashion Week under the theme China Li-Ning ( ) in 2018, which attracted young consumer s attention and increased the brand competitiveness. Since Mr. Li s return, Li Ning Co. s performance has rebounded, and revenue had grown at an 18% CAGR from RMB6.0 billion (US$926 million) in 2014 to RMB13.9 billion (US$2.1 billion) in 2019. Li Ning Co. also returned to profitability in 2015, and for the year ended December 31, 2019, recorded a net profit of RMB1.5bn (US$231 million) and a net profit margin of 10.8%. Li Ning Co. stock price increased approximately 14 times from HK$3.62 per share as at closing on March 18, 2015 which was the last trading day before the official announcement of appointment of Mr. Li as the interim Chief Executive Officer, to HK$55.0 per share as at closing on January 20, 2021. Mr. Li also has significant overseas acquisition experience through Viva China Holding Limited ( Viva China ), which is listed on the Stock Exchange of Hong Kong (Stock code:8032). Mr. Li is a controlling shareholder, the Chairman, Chief Executive Officer, and an Executive Director of Viva China. In May 2020, Viva China announced that a joint venture which was 80% owned by Viva China entered into a share purchase agreement with Bossini International Holdings Limited ( Bossini INT L ), a company listed on the Stock Exchange of Hong Kong (Stock code:0592), to acquire an approximately 66.6% equity stake in Bossini INT L. Bossini INT L owns and operates Bossini, a well-known mass market apparel brand with significant presence in Southeast Asia, the Middle East and Greater China. Since the acquisition, Mr. Li and Viva China have been working with Bossini s management, and several business plans to rejuvenate the brand have been proposed. The business plans include, but are not limited to, expanding the distribution network of Bossini to other cities in different regions in China by leveraging Mr. Li s extensive business footprint, using marketing tools and popular online sale platforms to promote Bossini products, and renovating Bossini stores to enhance its layout to create a more immersive retail experience to rejuvenate the brand with a younger image. As of January 20, 2021, Bossini INT L s stock price had increased over 2.6 times from that on May 14, 2020, the last trading day before the announcement of the share purchase agreement, reflecting positive responses from investors on the acquisition. LionRock Capital LionRock, founded by Mr. Daniel Kar Keung Tseung ( Mr. Tseung ) in 2011, is a renowned private equity firm with an investment focus on consumer sector and supported by a number of world-renowned business leaders. LionRock is headquartered in Hong Kong, with offices in Shanghai and Zurich. Under Mr. Tseung s leadership and leveraging LionRock s stature in China, LionRock has successfully led investments in a number of prominent domestic China and international consumer companies and provided strategic, financial, and corporate governance support for them. LionRock s landmark transactions include: C&J Clark Limited ( Clarks ) (British footwear retailer) On November 4, 2020, LionRock reached an agreement to acquire a majority stake in British heritage shoe brand Clarks for 100 million, enabling Clarks to position the business for future long-term sustainable growth. Founded in 1825, Clarks is a British-based, international shoe manufacturer and retailer. Clarks is a global business operating retail, wholesale, franchise, and online channels in over 100 markets worldwide with over 1,400 stores as of November, 2020, and LionRock seeks to further extend its overseas footprint through this acquisition. Closing of the transaction is subject to customary closing conditions. FC Internazionale Milano S.p.A ( InterMilan ) (Leading European football club) LionRock became a significant minority shareholder of InterMilan in 2019 after acquiring a 31.05% stake in the Club. Founded in 1908, InterMilan has long been considered one of the leading European football clubs and has won many domestic and international champion titles. Mr. Tseung and Tom Pitts TABLE OF CONTENTS (Head of LionRock Europe) are board directors of InterMilan, and have helped drive strategic changes and improvement in club performance including the signing of Romelu Lukaku in the 2019/20 season. With the support of LionRock, InterMilan is able to expand its influence in Asia, especially in China by arranging various Asia tours, as well as entry into partnership with Asia-based corporations. Suning Sports (Online sports media) Suning Sports is a leading sports company in China, and is engaged in four major sectors including sports media, over-the-top media ( OTT ) services, sports retail and sports training. Suning Sports is expanding copyrights to air football matches from Europe s top leagues, including La Liga, Serie A, Bundesliga, Ligue 1 and the Chinese Super League for hundreds of millions of fans in China. Suning Sports Series A funding round was completed in July 2018 with investors including LionRock and Goldman Sachs whose investment was led by Mr. Chou, our Co-Chief Executive Officer. LionRock introduced prestigious strategic and financial investors to Suning Sports to help accelerate Suning Sports financing process, and actively helped in its Series B financing round. Didi Chuxing Technology Co. ( Didi Chuxing ) (Leading mobile transportation and local service platform) Founded in 2012 and headquartered in Beijing, China, Didi Chuxing has established a leading position in taxi and private car markets with strong support from reputable strategic as well as financial investors. Didi Chuxing offers a full range of app-based services to over 550 million users across Asia Pacific, Latin America and Russia, including taxi-hailing, private car-hailing, bus, bikers & e-bikers, designated driving, automobile solutions, delivery and logistics, and financial services. The company connects over tens of millions of car owners, drivers, and delivery partners with consumers, and provides over ten billion passenger trips a year. As the dominant market player in China, the company has expanded its business to more than 400 cities in China. LionRock has supported management on business expansion and the subsequent fundraising activities post investment. Lufax Holding Ltd ( Lufax ) (Consumer fintech) Founded in 2011 and headquartered in Shanghai, China, Lufax (NYSE: LU) is a leading technology-empowered personal financial services platform in China. Lufax operates in multiple businesses, including wealth management and retail credit facilitation. Lufax integrates online and offline resources, leverages on technology solutions to improve wealth management experience, foster financial inclusion, supports real economy, and helps financial institutions become more digitized. Lufax was listed on the New York Stock Exchange in October 2020 as the largest China-to-U.S. listing during the two years prior and the second-largest U.S. IPO in 2020 at the time of the IPO. As one of Lufax s pre-IPO investors, LionRock was actively involved in the company through providing financial and strategic guidance and support to Lufax. Jinxin Fertility Group Limited ( Jinxin Fertility ) (ARS medical institutions) Headquartered in Chengdu, China, Jinxin Fertility (1951.HK) is a leading assisted reproductive services (ARS) provider in China and the U.S. with a history that can be traced back to 2003. The company owns and operates two ARS hospitals in Chengdu, Sichuan Province, and Shenzhen, Guangdong Province in China, jointly manages an in-vitro fertilization ( IVF ) center in Chengdu, Sichuan Province, and manages a leading full-service ARS provider in the U.S. The company also owns and operates a PGS laboratory and a surgical center in the U.S. In June 2020, the company announced the entry into an equity transfer agreement to acquire 75% equity interest in an ARS hospital in Wuhan, Hubei Province in China which further expanded the company s presence in China. According to its annual report for the year ended December 31, 2019, in terms of the number of IVF treatment cycles, in 2019, Jinxin Fertility ranked first in Sichuan Province and Shenzhen, Guangdong Province in China and in the western region of the United States comprising of the states of Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington and Wyoming, with an increased market share in Sichuan Province and Shenzhen, Guangdong Province. Jinxin was one of the most heavily subscribed Hong Kong IPOs during the first half of 2019, as well as one of the largest healthcare service listing on the Stock Exchange of Hong Kong in terms of valuation at the time of its listing. LionRock invested in Jinxin Fertility as a pre-IPO investor in April 2018. TABLE OF CONTENTS Mr. David Tse Young Chou Mr. Chou is a highly regarded investor and finance executive with over 25 years of experience in direct investments and investment banking, including 20 years of direct investment focused on the Asian market. While acting as the Co-Head of Asian Special Situations Group at Goldman Sachs, Mr. Chou led his team to invest across many different asset classes, including private equity, structured financing, real estate as well as the buyout of non-performing loans. During his tenure at Goldman Sachs, Mr. Chou led over 50 transactions amounting to over US$2.5 billion of invested capital across industry sectors including consumer retail, sports, Internet and technology, application software, online education, renewable energy, real estate and financial institutions. Selected transactions that Mr. Chou led include: Beijing Calories Technology Co. Ltd. ( Keep ) (Chinese sports technology): Beijing-based Keep was founded in 2014, and offers free fitness training videos and shareable workout records targeting a broad user base ranging from young students to the elderly. The number of Keep users grew rapidly following its inception, reaching 60 million users by October 2016, and further increasing to 140 million users as of July 2018. In July 2018, Goldman Sachs led the company s US$126 million Series D funding round with other investors including Tencent Holdings. As of May 2020, Keep reported over 200 million registered users and more than 3.6 billion user exercise data entries. WH Group Limited ( WH Group ) (World s largest pork company): WH Group is the world s largest pork company with a vertically integrated global platform spanning packaged meats, fresh pork and hog production. It encompasses Henan Shuanghui Investment & Development Co., Ltd., Asia s largest animal protein company by sales and Smithfield Foods, Inc., the largest pork food company in the U.S. by sales. For more than eight years before WH Group became a public company, Goldman Sachs provided WH Group with financial and business insights and management guidance to support the growth of the company. WH Group Limited was listed on the Stock Exchange of Hong Kong in August 2014, and had a market capitalization of HK$100.2 billion (US$12.9 billion) as of January 20, 2021. Shanghai Lantu Information Technology Co., Ltd. ( Tuhu ) (Chinese online car-services platform): Tuhu was founded in 2011 and is currently based in Shanghai, China. The company offers a full range of car care services such as changing tires, car maintenance as well as automotive parts maintenance and replacement through online and offline channels. Those channels include over 2,400 self-operated physical stores and more than 13,000 partner stores across China, as well as Tuhu s own mobile app and web portal. In 2018, Tuhu raised US$450 million through a funding round in which Goldman Sachs was an investor. aland Health Holding Ltd. ( aland ) (Multinational nutrition company): Founded in 2010 in China, aland Health Holding Ltd. is a multinational nutrition corporation that provides nutrition and wellness, over-the-counter ( OTC ) drugs to customers in China and globally. Its portfolio of 10 major brands include aland, alandv, Bloem and BioCare. The company sells more than 30 billion tablets, 9 billion softgels, 6 billion capsules and 16,000 tons of powder annually by leveraging its global sales network across over 80 countries and regions, and with the support of 10 manufacturing sites and three international research and development centers located in Asia, North America and Europe. Goldman Sachs invested in aland in 2017. China Nepstar Chain Drugstore Ltd. ( Nepstar ) (Chinese drugstore chain): China Nepstar Drugstore Ltd. ( China Nepstar ) was established in 1995 and is headquartered in Shenzhen, China. The company is one of the largest retail drugstore chains in China and provides customers with high-quality pharmacy services and products such as OTC drugs, nutritional supplements, herbal, personal care and family care products. In October 2004, Goldman Sachs invested US$25 million in the company s Series A funding round. Nepstar was listed on the New York Stock Exchange in November 2007 and subsequently taken private in August 2016. Prior to its privatization, the company reported annual revenue and net profit of US$499 million US$6 million, respectively, for the year ended December 31, 2015. The company also reported 1,998 directly operated drugstores spanning 70 cities across 14 provinces in China. We believe Mr. Li, LionRock and Mr. Chou s stellar track record in consumer brands, private equity and direct investments, coupled with their extensive network of important business contacts and relationships, give us a significant advantage to identify compelling investment opportunities to deliver stellar returns in our target sectors. TABLE OF CONTENTS Our Management Team Our management team is led by Mr. Li Ning, our Chairman, Mr. Daniel Kar Keung Tseung ( Mr. Tseung ), our co-Chief Executive Officer and Chief Financial Officer, and Mr. David Tse Young Chou, our co-Chief Executive Officer. They each bring with them unique skillsets as a leading entrepreneur, builder of consumer brands, and successful private equity investors over the past decades. Their complementary expertise is well proven with a long history of collaboration on investment opportunities and serving on the same investment committees, the earliest of which date back approximately twenty years ago. We believe that our management team is uniquely positioned in the consumer sector with complementary skills and experience relevant to our business strategy, as well as a track record of working together and providing creative solutions for complex transactions. Mr. Li Ning Mr. Li, serving as our Chairman, is the founder of the Li-Ning brand and the Executive chairman, Joint Chief Executive Officer and Executive Director of Li Ning Co. He is also a member of the nomination committee of Li Ning Co. Mr. Li served as the interim Chief Executive Officer of Li Ning Co. from March 18, 2015 to September 1, 2019, and has served as the Joint Chief Executive Officer since September 2, 2019 with his focus being on the overall control and strategic planning of the company. Mr. Li serves as Chairman, the Chief Executive Officer and the Executive Director of Viva China Holdings Limited (8032.HK), in which he is a controlling shareholder. Mr. Li has also served as Non-Executive Chairman of LionRock since 2019. Mr. Li holds a bachelor s degree in law from School of Law of Peking University in China, an executive M.B.A. degree from Guanghua School of Management of Peking University, a technical honorary doctorate from Loughborough University in the United Kingdom and a degree of Doctor of Humanities honoris causa from The Hong Kong Polytechnic University. In June 2010, Mr. Li was also conferred honorary fellowship by The Hong Kong University of Science and Technology. Mr. Li has also been actively involved in charities via his Li Ning Foundation and his support to active and retired Chinese athletes and coaches in establishing The Chinese Athletes Educational Foundation , which aims at providing subsidies for further education and trainings for athletes and to support educational development in impoverished and remote areas in China. In October 2009, Mr. Li was appointed by The United Nations World Food Programme (WFP) as WFP Goodwill Ambassador against Hunger . Since 2003, Mr. Li has been the ambassador of Lifeline Express Foundation, a charitable organization that provides free cataract operations on a train the Lifeline Express for patients living in remote areas of China. To date, Mr. Li had donated more than RMB100 million (US$15 million) in disaster relief and charitable events, including more than RMB11 million (US$2 million) for coronavirus relief campaigns in February 2020 and RMB12 million (US$2 million) for the Sichuan earthquake relief in May 2008. Mr. Li was recognized as one of China s Philanthropists of the Year in 2016 at the China Annual Conference on Philanthropies and as one of 60 Most Influential philanthropists in China in 2009 by Gongyishibao. Mr. Daniel Kar Keung Tseung Mr. Tseung, serving as our Co-Chief Executive Officer and Chief Financial Officer, is the founder & managing director of LionRock Capital. Mr. Tseung has over 25 years of experience in the private equity industry. At LionRock Capital, he led the investments in Clarks, InterMilan Football Club, Lufax, Suning Sports, DiDi Chuxing and Jinxin Fertility, among others. Prior to founding LionRock Capital in 2011, Mr. Tseung served as the managing director of Sun Hung Kai Properties Direct Investments Limited, the private equity division of one of Asia s largest conglomerates whose business interests include real estate, financial services, telecommunications, and infrastructure. Before joining the Sun Hung Kai Properties Group in 2000, Mr. Tseung worked from 1997 to 2000 at GE Equity, the private equity arm of GE Capital, and from 1993 to 1995 at DE Shaw, a major global hedge fund. Mr. Tseung is one of the pre-IPO investors of Gourmet Master (Taiwan Stock Exchange: 2723), a leading caf and bakery operator in Greater China. Gourmet Master is principally engaged in the production and TABLE OF CONTENTS distribution of beverages, bread and cakes under the brand 85 C. As of September 30, 2020, the company operated 1,120 stores worldwide, including 575 in mainland China, 455 in Taiwan, 66 in the U.S., 16 in Australia, and 8 in Hong Kong. Mr. Tseung served as an independent director post his investment in 2009, and stayed with the board for another six years as invited by the management after Gourmet Master was listed in 2010. Mr. Tseung assisted the company to expand globally especially in China, and provided strategic and corporate governance support. Besides Gourmet Master, Mr. Tseung also served on the boards of several listed companies. Mr. Tseung served as an independent director for HC2 Holdings (NYSE: HCHC), a diversified investment holding company which seeks to acquire and grow attractive businesses that generate sustainable free cash flow from 2014 until 2016. Mr. Tseung also served on the Board of Directors of RCN Corporation (NASDAQ: RCNI), a leading cable, telephone, and data services provider, and served as Chairman of the Compensation Committee. Mr. Tseung was a RCN Board Director from 2004 until the acquisition of RCN for US$ 1.2 billion in August 2010. Mr. Tseung also served as an independent Board Director of Owens Corning (NYSE: OC), a Fortune 500 company and a world leader in supplying building materials systems and composite solutions from 2006 until 2010. Mr. Tseung is a Senior Advisor of Owens Corning. As at January 20, 2021, Owens Corning had a market capitalization of US$9.4 billion. Mr. Tseung holds a Bachelor s degree from Princeton University and a Master s Degree from Harvard University. Mr. David Tse Young Chou Mr. Chou, our Co-Chief Executive Officer, brings a wealth of direct investment and financial services experience through an over 25-year career at major investment banks. Mr. Chou was Co-Head of Asian Special Situations Group ( ASSG ) and a member of the Global Special Situations Group s Investment Committee at Goldman Sachs. He has a wide-ranging experience pertaining to Goldman Sachs global investment efforts, and was named partner at Goldman Sachs in January 2011. Mr. Chou retired in 2020 after almost 20 years at the firm. During his tenure at Goldman Sachs, Mr. Chou held board directorships at a number of portfolio companies in which Goldman Sachs invested in, and provided strategic and financial guidance to those companies. He was an executive director of WH Group Limited from November 2010 to December 2013, during which the eventual merger between WH Group and Smithfield Foods Inc. was consummated in September 2013 and WH Group subsequently listed in Hong Kong in August 2014. The merger with Smithfield Foods Inc., in particular, represented one of the largest foreign direct investments in the U.S. by a Chinese firm at the time was regarded as a success story in terms of post-acquisition integration. Prior to joining Goldman Sachs in 2000, Mr. Chou worked as an investment banker at Merrill Lynch & Co., in New York and in Hong Kong. At Merrill Lynch & Co., Mr. Chou specialized in mergers and acquisitions, where he worked on numerous mergers including the landmark transaction between the Hong Kong Stock Exchange and the Futures Exchange in 1999. Prior to his tenure at Merrill Lynch & Co., Mr. Chou started his career with Oracle Corporation in the US where he worked as a project leader at Oracle s Professional Services Group from 1990 to 1994. Mr. Chou holds a Bachelor s degree in Electronic and Electrical engineering from The University of Manchester, a Master s degree in Engineering Sciences from The Thayer School of Engineering at Dartmouth College as well as a Master s degree in Business Administration from The Booth Graduate School of Business at The University of Chicago. Mr. Li, Mr. Tseung, and Mr. Chou bring unique operational, business, investment and management expertise as well as a network of relationships that encompass a wide array of sectors, industry participants, and intermediaries. We believe that our team of renowned entrepreneur and experienced investors will provide us with an advantage in identifying and executing an initial business combination. Mr. Lee Scott Hillman Mr. Hillman is an independent director nominee. Mr. Hillman has served on the board of directors of a number of public companies, including Lawson Products Inc. (NASDAQ: LAWS) (a distributor of systems, services and products to the industrial, commercial and institutional maintenance, repair and replacement TABLE OF CONTENTS marketplace) since 2004, Business Development Corporation of America (a publicly registered business development company) since 2017, Broadtree Residential, Inc. (a publicly registered real estate investment trust) since 2020, and Franklin BSP Private Credit Fund (a publicly registered management investment company) since 2020. Mr. Hillman currently serves as lead independent director of Lawson Products Inc. and chairs its Audit and Compensation Committees. He also chairs the Audit Committees of Business Development Corporation of America, Broadtree Residential, Inc. and Franklin BSP Private Credit Fund. Mr. Hillman has served as President of Liberation Advisory Group (a private management consulting firm) since 2003. In addition, he has been the Chief Executive Officer of Performance Health Systems, LLC (a distributor of specialty health and exercise equipment) since 2012, and its predecessor since 2009. From 2006 to 2008, Mr. Hillman served as Executive Chairman and Chief Executive Officer of Power Plate International ( Power Plate ) and headed up Power Plate s North American operations from 2004 through 2006. Previously, Mr. Hillman was Chief Executive Officer of Bally Total Fitness Corporation from 1996 to 2002 where he was also Chairman of the board from 2000 to 2002. Previously Mr. Hillman served on the board of directors of HealthSouth Corporation (NASDAQ: HSRC) (predecessor of Encompass Health Corporation (NYSE: EHC)), Wyndham International, Inc. , RCN Corporation (where he was Chairman), Professional Diversity Network (NASDAQ: IPDN), HC2 Holdings, Inc. (NYSE: HCHC) and as a trustee of Adelphia Recovery Trust. Mr. Hillman has also served on the board of directors of Swingbyte, LLC since 2011. Mr. Hillman holds a B.S. in Finance and Accounting from the Wharton School of the University of Pennsylvania and an M.B.A. in Finance and Accounting from the Booth School of Business of the University of Chicago. Mr. Hillman is a Certified Public Accountant and former audit partner with Ernst & Young. Mr. Jingsheng Huang Mr. Huang is an independent director nominee. Since December 2015, Mr. Huang has served as a director at Yiren Digital Limited (NYSE: YRD), a personal financial services platform in China. Since August 2018, Mr. Huang has served as an independent non-executive director at Soho China Limited (0410.HK), a company engaging in real estate development and property investment, where he is a member of its audit committee, remuneration committee and nomination committee. From May 2010 to May 2019, Mr. Huang also served as an independent non-executive director at Besunyen Holdings Company Limited (0926.HK), a company mainly engaging in the research and development, production and sale of therapeutic teas and medicines, where he served as chairman of the remuneration committee and member of the audit committee and the nomination committee. Mr. Huang also previously served as board director at Clear Media Limited (0100.HK) from 2008 to 2011 and Shanda Interactive Entertainment Limited (NASDAQ: SNDA) from 2005 to 2012. Since June 2020, Mr. Huang has been the Founding Partner of CreditEase Impact Fund, an impact investing venture capital fund in China focusing on healthcare, education and impact hiring. From 2011 to 2014, Mr. Huang was Partner of TPG Growth and RMB Funds, based in Shanghai, China. Prior to TPG, from 2005 to 2011, he was Managing Director at Bain Capital LLC, where he served as a member of Asia Investment Committee and co-led a 70-professional Asia team in Shanghai, Hong Kong, Tokyo and Mumbai to invest through Bain Capital Asia Fund I and to co-invest Asia portions of Bain Capital private equity funds in the US and Europe. His other investment positions included Managing Director of Softbank Asia Infrastructure Fund I (SAIF) and Senior Manager of Strategic Investments at Intel Capital. Before his investment career, Mr. Huang worked as Director of Asia Pacific Research Operations at Gartner Group (NYSE: IT), Co-founder and Vice President of Marketing at Mtone Wireless. From July 2014 to June 2020, Mr. Huang served as the Managing Executive Director at Harvard Center Shanghai the official organization of Harvard University in Asia Pacific. He was the former Deputy Chairman of Shanghai Private Equity Association and former Governor of China Venture Capital Association. Mr. Huang received an M.B.A. from Harvard Business School, an M.A. from Stanford University and a B.A. from Beijing Foreign Studies University. Ms. Ming Ming Anna Cheung Ms. Cheung is an independent director nominee. From August 2015 to September 2020, Ms. Cheung was the Chief Executive of Jardine Pacific Limited, managing 8 business units spanning construction & engineering, aviation services, IT and food & beverage sectors with operations in Hong Kong, China and South East Asia. TABLE OF CONTENTS Ms. Cheung has over 20 years of experience in the private equity and finance industries. Prior to her appointment at Jardine Pacific Limited, Ms. Cheung was Senior Advisor to Fountainvest Capital from 2013 to 2015. From 2012 to 2013, Ms. Cheung was Senior Advisor to LionRock Capital. From 2001 to 2012, Ms. Cheung was Partner at 3i Asia Pacific plc and was one of the founding partners of its business in North Asia, responsible for the development of the business in Greater China and Korea. She has been focusing on deal sourcing and execution of investments, as well as office management and team building. Ms. Cheung has served as board director to a number of investment portfolio companies including Gulf Security Technology Co., Ltd ( ), PCD Stores (Group) Limited ( ) and Little Sheep Group Limited ( ) prior to their IPOs in Hong Kong and was instrumental in guiding management on strategy, financial reviews, M&A discussions and preparation of the IPO. Prior to 3i, Ms. Cheung worked for Intel Capital and Whitney & Co focusing on telecommunications and IT investments in the PRC, Hong Kong and Korea. Before that, Ms. Cheung worked in investment banking with Salomon Brothers, New York and Bankers Trust, Hong Kong in the areas of corporate finance, capital markets and M&A. Ms. Cheung was Executive Director of Hong Kong Venture Capital Association (HKVCA). Ms. Cheung has a B.A. in Computer Science from University of California, Berkeley and an M.B.A. from the Wharton School, University of Pennsylvania. Mr. Christian Karl Nothhaft Mr. Nothhaft is an independent director nominee. Since 2018, Mr. Nothhaft has served as Founder and Chairman of China Group International Investment Limited, a company that invests in the health and beauty segment, focusing on Chinese consumers needs and related products, services and artificial intelligence technologies. Mr. Nothhaft was previously Chief Executive Officer of Watsons China from 2007 to 2017. During his tenure at Watsons China, Watsons China had grown to become a leading health and beauty company in China, with over 3,000 stores in more than 400 cities, a shopper intelligence database with over 65 million members and various e-commerce/mobile commerce platforms. Prior to joining Watsons China, Mr. Nothhaft served as Managing Director at Fortress Retail (HK) Limited from 2005 to 2007 where he performed a brand turnaround and implemented ecommerce, Managing Director at Watsons Wine (HK) Limited from 2003 to 2005 where he developed and built out an online and offline retail concept and implemented global sourcing, Managing Director at Fresico Inc. from 1999 to 2000 where he built a frozen food original design manufacturer in China focusing on Japan and Asia, and General Manager at Movenpick Asia from 1995 to 2003 where he sourced investors and franchise partners and built Asia-wide store operations for restaurants and bakeries in Korea, Hong Kong, Singapore and Indonesia and co-built market entry for ice cream business in Japan and Asia. Mr. Nothhaft has also served as Director at Yanli Cosmetics (China) Co., Ltd. since 2020, Director at Hopewell Allied Limited since 2020, Director at Global Beauty International Limited and its subsidiaries since 2021, Director at Ariel Assets Limited since 2003, Director at Personal Wellness Limited since 2020 and Director at Active Management Limited since 2020. Since 2016, Mr. Nothhaft had also been a member of the Leadership Committee of the China National Chain-store Association. Mr. Nothhaft holds a bachelor s degree in Business Administration from the Munich University of Applied Sciences. Competitive Strengths We believe that the sourcing, valuation, diligence and execution capabilities of our team, supported by our legal, accounting and M&A advisors, will provide us with a significant pipeline of differentiated opportunities from which to evaluate and select a business that will benefit from our expertise. Our competitive strengths include the following: Leadership team with a demonstrated track record of creating substantial shareholder value. Our management team collectively has over 80 years of sector experience, and served leadership roles in companies across sectors that require extensive knowledge and critical thinking and delivering great performance outcomes. We believe our team s global insights and experience will allow us to identify, source and execute on suitable opportunities that demonstrate a strong potential to be well TABLE OF CONTENTS received by the public markets. This would encompass opportunities within consumer lifestyle and sports related verticals which enjoy solid fundamentals yet may be under-invested and/or undervalued. Best in class sponsorship structure with a unique combination of investing, operational and China expertise. The combination of Mr. Li, LionRock and Mr. Chou creates a unique sponsorship structure of investing, operational and China expertise. We believe that our team s combined expertise and reputation, coupled with a long history of investment partnership and collaboration among the team, will allow us to source and complete transactions possessing structural attributes that create an attractive investment thesis. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation. We believe that by focusing our investment activities on these types of transactions, we will be able to generate investment opportunities that carry attractive risk-reward profiles. Extensive network and industry relationships expected to lead to proprietary sourcing. We believe our team s extensive experience in the consumer sector and private equity investment have helped develop a broad array of contacts in the sector. With the advice and support of Mr. Li, we believe we will have unique access to a pipeline of acquisition opportunities in China that may not be easily replicable by other market participants. Mr. Tseung and Mr. Chou, over the course of their careers, have also developed a broad network of contacts and corporate relationships around the world, which include private equity firms, venture capitalists, entrepreneurs, and boards of directors of public companies. This network has provided our management team with a flow of referrals, which we believe will provide us with important sources of investment opportunities. Ability to add significant value to potential targets driving value creation. We believe that our team can create long-term value by collaborating with target management teams, forming strategic partnerships and enhancing performance. Business Strategy Trinity Acquisition Corporation may pursue an acquisition in a variety of consumer related and consumer adjacent industries including, but not limited to, businesses that facilitate the development, manufacturing, distribution, digitalization, marketing, and selling of products and services targeted at end consumers globally. This universe may include sports and sports related brands. Our business strategy is to identify and complete a business combination that can create value for our shareholders over time. We will leverage our management team s unique combination of operational expertise, proven deal execution capabilities, deep network of relationships and professional investment track record in order to access a broad spectrum of opportunities in global consumer lifestyle companies with a compelling China potential. Our management and directors have experiences in: Building and investing in global consumer lifestyle companies and brands with compelling China market potential; Developing consumer brands and businesses that resonate with Chinese consumers and are well positioned to capture growth in demand and spending from the rapidly expanding Chinese middle class; Investing in and operating across consumer and sports related sectors to cultivate high-quality growth brands with strong brand equity and unique positioning within their respective sectors; Sourcing and identifying business opportunities with tremendous strength and value, and turning around businesses with superior execution capability coupled with invaluable industry experience; Managing enterprises, analyzing and evaluating growth strategies, and sourcing and acquiring skilled and highly accomplished talent; Developing and growing companies, both organically and inorganically via strategic acquisitions, against favorable macro backdrops and by expanding product range, to deliver long-term, quality, and sustainable growth and value creation to our shareholders; Mentoring and supporting company management teams to deliver significant value to shareholders and execute long-term strategies; TABLE OF CONTENTS Fostering and solidifying relationships with suppliers, industry leaders and capital providers; Identifying under-exploited expansion opportunities overlooked by other investors in situations where complexity or urgency mask hidden value; and Seeking opportunities which can benefit from our existing value chain, broad network of relationships, and strong capabilities of optimizing the supply chain to extract operational efficiencies. We expect the experience and these networks will provide our management team with a robust flow of potential acquisition opportunities that have a compelling industry backdrop and an opportunity for strong growth. In addition, we plan to leverage our management team and sponsor group s networks of potential transaction sources where we believe our management team s industry relationships, knowledge and experience could positively impact existing businesses or assets. We anticipate that partner business candidates will be brought to our attention from various unaffiliated sources, which may include market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate the parameters for our search for a partner company and a potential business combination and begin the process of pursuing and reviewing potentially interesting leads. Business Combination Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective partner businesses. We will employ these criteria and guidelines in evaluating acquisition opportunities; however, we may decide to enter into initial business combination with a potential partner business that does not meet these criteria and guidelines. We intend to focus on partner businesses that we believe: Focus on consumer lifestyle brands with global influence, enduring appeal, and value to customers. With the extensive network and insights that our founders and management have built across the global consumer lifestyle sector especially around the sports and sports related businesses, we believe we will have increased access to investment opportunities and a competitive advantage in our ability to negotiate a business combination with potential targets in such sectors. We believe it takes time to build global brands with lasting appeal, so we intend to focus on brands that already have a strong global platform or rich heritage to build upon and are looking for renewed life or accelerated growth. Our management and sponsor also have extensive experience both as stewards of purpose driven brands with well-defined core values as well as identifying and investing in businesses that promote environmentally and socially conscious practices. Targets with established business profile aspiring to expand into China and further accelerate growth in the China market. We expect to partner businesses that have a relatively small footprint in China and are seeking a partner with experience in investing and managing operations in China to help further build out their China businesses. The target would benefit from our broad network of relationships, deep experience in breathing new life into brands through design and product development, and strong capabilities of optimizing the supply chain to extract operational efficiencies. Opportunities emerging from the digital economy that captivate a younger generation of consumers. There are increasingly new digital channels with which the consumer experience is defined, from purchasing online to digital fitness and E-sports. We will explore opportunities emerging from this new economy that can penetrate, influence and engage a younger generation who possess high purchasing power by successfully implementing digitally enabled selling and marketing strategies. This includes opportunities in sports tech and media, online sportswear retailer, and e-sports sectors. Businesses with sustainable competitive differentiation and superior economic model. We believe that identifying and deeply dissecting the moat around a company is one of the most critical element of understanding that company, as true differentiation can provide years of durable, compounding growth and expanding margins. A business must also have the ability to generate high levels of cash-flow over time, even if it chooses to use that cash to re-invest for the future. Targets which are sound, with unique brand positioning and strong corporate culture. We plan to partner consumer brands that are ideally profitable or cash-generative, with established brand loyalty TABLE OF CONTENTS and customer stickiness. We are a firm believer that companies with differentiated value propositions to their core customers are more likely to endure the test of time and successfully navigate challenging market backdrop. Visionary management team with seasoned experience in the industry. We plan to seek a target with a highly motivated management team that we intend to complement. In the event we determine that it is the best interest of the company in improving shareholder value, we will seek to supplement existing management team with a select group of our management team or with industry veterans from our network on a selective basis. Businesses that would benefit from an acquisition strategy and more efficient capital allocation. We plan to partner businesses that could potentially benefit from capital markets access. That is, we intend to seek a target that may benefit from being a public company with an increased public profile, enhanced governance and increased access to a more diversified pool of capital. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a partner business that does not meet the above criteria and guidelines, we will disclose that the partner business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. Initial Business Combination The NYSE rules and our amended and restated memorandum and articles of association require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). We refer to this as the 80% net assets test. If our board of directors (the board ) is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the partner business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% but more of such interests or assets of the partner business in order to meet certain objectives of the target management team or stockholders or for other reasons. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the partner or is otherwise not required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post business combination company owns or acquires 50% or more of the voting securities of the partner, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one partner business, the 80% of net assets test will be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. The company will not consummate a business combination unless the 80% net asset test is achieved. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a partner business or businesses, our board may be unable to do so if our board is less familiar or experienced with the partner company s business, there is a significant amount of uncertainty TABLE OF CONTENTS as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the partner business meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of a partner business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We may pursue an initial business combination opportunity jointly with our sponsor, LionRock, Mr. Li or Mr. Chou or one or more of their respective affiliates and/or investors in LionRock, which we refer to as an Affiliated Joint Acquisition. Any such parties may co-invest with us in the partner business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. Any such issuance of equity or equity-linked securities would, on a fully diluted basis, reduce the percentage ownership of our then-existing stockholders. Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B ordinary shares, issuances or deemed issuances of Class A ordinary shares or equity-linked securities would result in an adjustment to the ratio at which Class B ordinary shares shall convert into Class A ordinary shares such that our sponsor and its permitted transferees, if any, would retain its aggregate percentage ownership at 20%, on an as-converted basis, of the sum of the total number of ordinary shares issued and outstanding upon the consummation of this offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination, and any private placement warrants issued to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans, unless the holders of a majority of the then outstanding Class B ordinary agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Neither our sponsor, LionRock, Mr. Li, Mr. Chou nor any of their respective affiliates, have an obligation to make any such investment. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with LionRock, our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with LionRock, our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. Affiliates of LionRock and members of our board of directors will directly or indirectly own founder shares and private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular partner business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a partner business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a partner business nor have they had any substantive discussions regarding possible partner businesses among themselves or with our underwriters or other advisors. LionRock, Mr. Li and Mr. Chou are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective partner business or had any substantive discussions, TABLE OF CONTENTS formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with us and we will not consider a business combination with any company that has already been identified to LionRock, Mr. Li or Mr. Chou as a suitable acquisition candidate for it or him, unless LionRock, Mr. Li or Mr. Chou, in its or his sole discretion, declines such potential business combination or makes available to us a co-investment opportunity in accordance with LionRock s applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to select or locate any such acquisition candidate. LionRock, Mr. Li or Mr. Chou may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These investment entities managed by LionRock, Mr. Li or Mr. Chou may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. In addition, certain of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of LionRock, Mr. Li or Mr. Chou and certain companies in which LionRock or such entities or Mr. Li or Mr. Chou have invested. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity, which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any funds or other investment vehicles managed by LionRock, Mr. Li or Mr. Chou), then, subject to their fiduciary duties under applicable law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to LionRock or our founders may be suitable for both us and a current or future LionRock fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio company or other entity before being directed, if at all, to us. None of LionRock, our founders or any members of our board of directors who are also employed by LionRock or their affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of LionRock. In addition, our founders, officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our founders, officers and directors have, and will have in the future, time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by LionRock, Mr. Li or Mr. Chou. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investments funds, accounts, co-investment vehicles and other entities managed by LionRock, Mr. Li or Mr. Chou (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles and other entities), LionRock, Mr. Li, Mr. Chou and their respective affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. Corporate Information Our executive offices are located at Unit 1903-4, 303 Hennessy Road, Wanchai, Hong Kong. We maintain a corporate website at trinityacquisitioncorporation.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with TABLE OF CONTENTS certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. TABLE OF CONTENTS THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our founding team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus Securities offered 25,000,000 units (or 28,750,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one redeemable warrant. Proposed NYSE symbols Units: TRNY.U Class A ordinary shares: TRNY Warrants: TRNY.W Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Goldman Sachs (Asia) L.L.C. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on TABLE OF CONTENTS Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 25,000,000(1) Ordinary shares: Number outstanding before this offering 6,250,000(2)(3) Number outstanding after this offering 31,250,000(1)(2)(3) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 7,000,000(1) Number of warrants to be outstanding after this offering and the private placement 15,333,333(1)(4) (1) Assumes no exercise of the underwriters over-allotment option. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (3) Does not include up to 937,500 founder shares that are currently outstanding and subject to forfeiture if the underwriters overallotment option is not exercised. (4) Includes 8,333,333 public warrants included in the units sold in this offering and 7,000,000 private placement warrants underlying the private placement units to be sold in the private placement. Exercisability Each whole warrant sold in this offering is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for partner businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor TABLE OF CONTENTS or such affiliates as applicable, prior to such issuance), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our ordinary shares during the 10 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00 ) and Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our TABLE OF CONTENTS commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the Reference Value ). We will not redeem the warrants as described above unless an effective registration statement under the Securities Act TABLE OF CONTENTS covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. Except as described in this prospectus, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below); if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like, then the private placement warrants must also be concurrently called for redemption on the same terms (except as described herein with respect to a holder s ability to cashless exercise its warrants) as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares shall mean the volume-weighted average price of our Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant TABLE OF CONTENTS holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders warrants for additional information. Accounting for the public warrants and private warrants The public warrants that are to be issued in this offering and the private warrants that are to be issued concurrently with this offering will be accounted for outside of shareholders equity and included in our financial statements as a current liability measured at the estimated fair value of the total outstanding public and private warrants. In addition, at each reporting period (1) the accounting treatment of the warrants will be re-evaluated for proper accounting treatment as a liability or equity and (2) the fair value of the liability of the public and private warrants will be remeasured and the change in the fair value of the liability will be recorded as other income (expense) in our income statement. Founder shares On January 29, 2021, our sponsor paid $25,000, or approximately $0.0043 per share, to cover for certain expenses in consideration for 5,750,000 founder shares. On March 10, 2021, we effected a share sub-division of 1 ordinary share into 1.25 ordinary shares, resulting in, among others, an aggregate of 7,187,500 Class B ordinary shares outstanding, at approximately $0.0034 per share. All shares and associated amounts have been retroactively restated to reflect the share sub-division. Prior to this offering, our sponsor intends to transfer an aggregate of 100,000 founder shares, or 25,000 founder shares each, at approximately $0.0034 per share, to Lee Scott Hillman, Ming Ming Anna Cheung and Christian Karl Nothhaft, our independent director nominees, and High Services Limited, an entity designated by Jingsheng Huang, one of our independent director nominees, resulting in our sponsor holding 7,087,500 founder shares. These 100,000 founder shares will not be subject to forfeiture in the event the underwriters over-allotment option is not exercised. Prior to the initial investment in us of $25,000 by the sponsor, we had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to us by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, TABLE OF CONTENTS as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our initial shareholders (and their permitted transferees), on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 937,500 founder shares held by our sponsor are subject to forfeiture, depending on the extent to which the underwriter s over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to the completion of our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold, (ii) to waive their redemption rights with respect to any founder shares and any public shares purchased during or after this offering in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary TABLE OF CONTENTS resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our founding team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised); the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our initial shareholders have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, if (x) the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement warrants, and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and founding team with respect to any founder shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of our initial business combination at a ratio such that the TABLE OF CONTENTS number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of ordinary shares issued and outstanding upon the consummation of this offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by us in connection with or in relation to the consummation of the initial business combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination, and any private placement warrants issued to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of our board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution passed by a majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of the NYSE then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Our amended and restated memorandum and articles of association provide that our board of directors will be divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. TABLE OF CONTENTS Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 7,000,000 private placement warrants (or 7,750,000 private placement warrants if the underwriters overallotment option is exercised in full) for a purchase price of $7,000,000 (or $7,750,000 if the underwriter s over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the historical fair market value over the exercise price of the warrants by (x) the historical fair market value. The historical fair market value will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. TABLE OF CONTENTS Proceeds to be held in trust account $250,000,000 or $287,500,000 if the over-allotment option is exercised in full) of the net proceeds of this offering and the proceeds we will receive from the sale of the private warrants, or $10.00 per unit sold to the public in this offering, will be deposited in a segregated trust account located in the United States with Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus and approximately $1,250,000 will be used to pay expenses in connection with the closing of this offering and approximately $750,000 will be used for working capital following this offering. These proceeds include $8,750,000 ($10,062,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions which will be paid to the underwriters upon the closing of the business combination. The remainder of the net proceeds of this offering will not be held in the trust account. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, TABLE OF CONTENTS if any, which could have priority over the claims of our public shareholders Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest income (if any) to pay our income taxes, if any. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $250,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $750,000 in working capital after the payment of approximately $1,250,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination NYSE rules and our amended and restated memorandum and articles of association require that our initial business combination must occur with one or more partner businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-business combination company in which our public TABLE OF CONTENTS shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the partner or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the partner, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one partner business, the 80% of net assets test will be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. The company will not consummate a business combination unless the 80% net asset test is achieved. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to the completion of our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If our sponsor, directors, executive officers, advisors or their affiliates engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the TABLE OF CONTENTS Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a partner that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption right may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Each public shareholder may elect to redeem their public shares TABLE OF CONTENTS irrespective of whether they abstain, vote for or against the proposed transaction or vote at all. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. Limitations on redemptions Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the partner or its owners, (ii) cash to be transferred to the partner for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business TABLE OF CONTENTS combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and our founding team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the overallotment option is not exercised). Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: TABLE OF CONTENTS conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our founders to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our TABLE OF CONTENTS founding team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a partner that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the partner or owners of the partner of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-business combination businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association provides that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to TABLE OF CONTENTS pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our initial shareholders have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement warrants they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then- outstanding public shares, subject to the limitations TABLE OF CONTENTS described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for office space, secretarial and administrative services provided to us by our sponsor, in the amount of $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination company at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. TABLE OF CONTENTS Any such payments will be made either (i) prior to the completion of our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest LionRock, Mr. Li and Mr. Chou manage several investment vehicles. These investment vehicles managed by LionRock, Mr. Li or Mr. Chou may compete with us for acquisition opportunities. If they decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within or presented to LionRock, Mr. Li or Mr. Chou may be suitable for both us and for current or future funds managed by LionRock, Mr. Li or Mr. Chou and may be directed to such funds rather than to us. Neither LionRock nor members of our management team who are also employed by LionRock or their respective affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member solely in his or her capacity as an officer of the Company. LionRock and/or our management, in their capacities as employees of LionRock or in their other endeavors, may be required to present potential business combinations to other entities before they present such opportunities to us. Each of our officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to another entity, including private funds under the management of LionRock, Mr. Li or Mr. Chou and their respective portfolio companies, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. In addition, existing and future funds managed by LionRock, Mr. Li or Mr. Chou and their respective portfolio companies may compete with us for business combination opportunities and, if such opportunities are pursued by such entities, we may be precluded from pursuing such opportunities. Accordingly, if any of our officers or directors becomes TABLE OF CONTENTS aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and may only decide to present it to us if such entity rejects the opportunity and consummating the same would not violate any restrictive covenants to which such officers and directors are subject. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. Notwithstanding the foregoing, we may pursue an Affiliated Joint Acquisition opportunity with one or more affiliates of LionRock, Mr. Li or Mr. Chou and/or investors in LionRock. Such entities may co-invest with us in the partner business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entities a class of equity or equity-linked securities. Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our founding team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. You should read and carefully consider these risks, together with the risks set forth under the section entitled Risk Factors and all of the other information in this prospectus, including the financial statements and the related notes included elsewhere in this prospectus, before deciding whether to invest in our ordinary shares. If any of the risks discussed in this prospectus actually occur, our business, financial condition or operating results could be materially and adversely affected. In particular, our risks include, but are not limited to, the following: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our founding team or their affiliates may not be indicative of future performance of an investment in us. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. TABLE OF CONTENTS Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our sponsor and members of our founding team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination partners, which may make it difficult for us to enter into a business combination with a partner. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. The requirement that we consummate an initial business combination within 24 months after the closing of this offering may give potential partner businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination partners, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Our search for a business combination, and any partner business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets. We may not be able to consummate an initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Because the insider shares were acquired for an aggregate of $25,000, or $0.0034 per share, our management team has an economic incentive to close a transaction even if our share price subsequently declines in value and is unprofitable for public investors. NYSE may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a partner business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or founding team to fund our search and to complete our initial business combination. Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your investment. TABLE OF CONTENTS If we do not consummate an initial business combination within 24 months from the closing of this offering, our public shareholders may be forced to wait beyond such 24 months before redemption from our trust account. Although we have identified general criteria that we believe are important in evaluating prospective partner businesses, we may enter into our initial business combination with a partner that does not meet such criteria, and as a result, the partner business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria. Since our sponsor paid only approximately $0.0034 per share for the founder shares, our officers and directors could potentially make a substantial profit even if we acquire a target business that result in declines in our share price. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001844336_fintech_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001844336_fintech_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d0c85f231a8226d59afe795963d61a69c2401daa
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001844336_fintech_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: we, us, company or our company are to FinTech Acquisition Corp. VI; Cantor Fitzgerald are to Cantor Fitzgerald & Co., the representative of the underwriters of this offering; common stock are to our Class A common stock and our Class B common stock, collectively; equity-linked securities are to any securities of our company which are convertible into or exchangeable or exercisable for, common stock of our company; founder shares are to 8,663,333 shares of our Class B common stock held by our initial stockholders, which includes an aggregate of 1,100,000 founder shares that are subject to forfeiture to the extent that the overallotment option is not exercised by the underwriters; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our off cers and directors; private placement are to the private placement of 690,000 private placement units being purchased separately by our sponsor and Cantor Fitzgerald, which will occur simultaneously with the completion of this offering, at a purchase price of $10.00 per unit for an aggregate purchase price of $6.9 million; private placement shares are to the shares of our Class A common stock included within the private placement units being purchased separately by our sponsor and Cantor Fitzgerald in the private placement; private placement units are to the units issued separately to our sponsor and Cantor Fitzgerald in the private placement, each private placement unit consisting of one private placement share and one-fourth of one private placement warrant; private placement warrants are to warrants to purchase shares of our Class A common stock included within the private placement units being purchased separately by our sponsor and Cantor Fitzgerald in the private placement; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and to any warrants included in the units issued upon conversion of working capital loans that are sold to unaffiliated third parties following the consummation of our initial business combination; sponsor are collectively to FinTech Investor Holdings VI, LLC, a Delaware limited liability company and FinTech Masala Advisors VI, LLC, a Delaware limited liability company. FinTech Investor Holdings VI, LLC will participate in the private placement. The manager of each entity is Cohen Sponsor Interests VI, LLC, a Delaware limited liability company; 1 Table of Contents warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent such private placement warrants are no longer held by the initial purchasers of the private placement units or their permitted transferees. specified future issuance are to an issuance of a class of equity or equity-linked securities to specified purchasers, which may include affiliates of our sponsor, that we may determine to make in connection with financing our initial business combination. Each unit consists of one share of Class A common stock and one-fourth of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. 2 Table of Contents PROPOSED BUSINESS Overview We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We currently intend to concentrate our efforts in identifying businesses providing technological services to the financial services industry, with particular emphasis on businesses that provide data processing, storage and transmission services, data bases and payment processing services. We are not, however, required to complete our initial business combination with a financial technology business and, as a result, we may pursue a business combination outside of that industry. We will seek to acquire established businesses that we believe are fundamentally sound but potentially in need of financial, operational, strategic or managerial redirection to maximize value. We do not intend to acquire start-up companies, companies with speculative business plans or companies that are excessively leveraged. We will seek to capitalize on the significant financial services, financial technology and banking experience and contacts of Daniel G. Cohen, our Chief Executive Officer, Betsy Z. Cohen, the Chairman of our Board of Directors, and James J. McEntee, III, our President, to identify, evaluate, acquire and operate a target business. If we elect to pursue an investment outside of the financial technology industry, our management s expertise related to that industry may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding that industry might not be relevant to an understanding of the business that we elect to acquire. Daniel G. Cohen, our Chief Executive Officer, Betsy Z. Cohen, our Chairman of the Board, and James J. McEntee, III, our President, have extensive experience in the financial services industry generally, and the financial technology industry in particular, as well as extensive experience in operating financial services companies in a public company environment. Several members of our management team, including our Chairman, served as executive officers and/or directors of FinTech Acquisition Corp., or FinTech I, a former blank check company which raised $100.0 million in its initial public offering in February 2015 and completed its initial business combination when it acquired FTS Holding Corporation in July 2016, which we refer to as the FinTech I Acquisition. See Management FinTech I for information regarding FinTech I and the Fintech I Acquisition. Several members of our management team also served as executive officers and/or directors of FinTech Acquisition Corp. II, or FinTech II, a blank check company which raised $175.0 million in its initial public offering in January 2017 and completed its initial business combination when it acquired Intermex Holdings II in July 2018, which we refer to as the FinTech II Acquisition, in connection with which FinTech II changed its name to International Money Express, Inc. The common stock of International Money Express, Inc. is currently traded on the Nasdaq Capital Market under the symbol IMXI. See Management FinTech II for information regarding FinTech II and the Fintech II Acquisition. Certain members of our management team served as executive officers and/or directors of FinTech Acquisition Corp. III, or FinTech III, a blank check company which raised $345.0 million in its initial public offering in November 2018 and completed its initial business combination with Paya, Inc. in October 2020, which we refer to as the FinTech III Acquisition. The common stock of Paya Holdings, Inc. is currently traded on the Nasdaq Capital Market under the symbol PAYA. See Management FinTech III for information regarding FinTech III and the FinTech III Acquisition. Additionally, members of our board of directors and management team also currently serve as executive officers, directors and/or advisors of: FinTech Acquisition Corp. IV (NASDAQ: FTIV), or FinTech IV, a blank check company which raised $230.0 million in its initial public offering in September 2020; FTAC Olympus Acquisition Corp. (NASDAQ: FTOC), or FTAC Olympus, a blank check company which raised $754.7 million in its initial public offering in August 2020; FinTech Acquisition Corp. V (NASDAQ: FTCV), or FinTech V, a blank check company which raised $250.0 million in its initial public offering in December 2020; FTAC Athena Acquisition Corp. (NASDAQ: FTAA), or FTAC Athena, a blank check company which raised $250.0 million in its initial public offering in February 2021; FTAC Hera Acquisition Corp. (NASDAQ: HERA), or FTAC Hera, a blank check company which raised approximately $850 million in its initial public offering in March 2021; FTAC Parnassus Acquisition Corp. (NASDAQ: FTPA), or FTAC Parnassus, a blank check company which raised $250.0 million in its initial public offering in March 2021; INSU Acquisition Corp. IV, or INSU IV, a blank check company currently in registration with the SEC; and FTAC Zeus Acquisition Corp., or FTAC Zeus, a blank check company currently in registration with the SEC. See Management FinTech IV for information regarding FinTech IV. 3 Table of Contents See Management FTAC Olympus for information regarding FTAC Olympus. See Management FinTech V for information regarding FinTech V. We believe that potential sellers of target businesses will view the fact that members of our board of directors and management team have successfully closed multiple business combinations with vehicles similar to our company as a positive factor in considering whether or not to enter into a business combination with us. However, past performance is not a guarantee of success with respect to any business combination we may consummate. Mr. Cohen, with over 22 years of experience in financial services and financial technology, is the Chairman of the Board of Directors and of the Board of Managers of Cohen & Company, LLC, and serves as the President and Chief Executive of the European Business of Cohen and Company, Inc. (NYSE American: COHN), a financial services company with approximately $2.65 billion in assets under management as of September 30, 2020, and as President, a director and the Chief Investment Officer of Cohen and Company Inc. s indirect majority owned subsidiary, Cohen & Company Financial Limited (formerly known as EuroDekania Management Limited), a Financial Conduct Authority regulated investment advisor and broker dealer focusing on the European capital markets ( CCFL ). Mr. Cohen previously served as Vice Chairman of the Board of Directors and of the Board of Managers of Cohen & Company, LLC. Mr. Cohen served as the Chief Executive Officer and Chief Investment Officer of Cohen and Company, Inc. from December 2009 to September 2013 and as the Chairman of the Board of Directors from October 2006 to September 2013. Mr. Cohen served as the executive Chairman of Cohen and Company, Inc. from October 2006 to December 2009. In addition, Mr. Cohen served as the Chairman of the Board of Managers of Cohen & Company, LLC from 2001 to September 2013, as the Chief Investment Officer of Cohen & Company, LLC from October 2008 to September 2013, and as Chief Executive Officer of Cohen & Company, LLC from December 2009 to September 2013. Mr. Cohen served as the Chairman and Chief Executive Officer of J.V.B. Financial Group, LLC (formerly C&Co/PrinceRidge Partners LLC), the Company s indirect broker dealer subsidiary ( JVB ), from July 2012 to September 2013. Mr. Cohen is also a founder, the former Chief Executive Officer and the current Chairman of The Bancorp, Inc. (NASDAQ: TBBK), which we refer to as Bancorp, a financial holding company with over $6.2 billion of total assets as of September 30, 2020. Bancorp s principal subsidiary is The Bancorp Bank, a state chartered bank that provides a wide range of commercial and retail banking products and services to both regional and national markets. Mr. Cohen currently serves as the Chief Executive Officer of FinTech IV and FinTech V, as Chief Executive Officer and President of FTAC Hera and as Chairman of the Board of INSU Acquisition Corp. III, or INSU III (NASDAQ: IIII), INSU IV, FTAC Parnassus and FTAC Zeus. Until October 2020, Mr. Cohen served as the Chief Executive Officer of FinTech III and as Chairman of the Board of Directors of Insurance Acquisition Corp., or INSU I. Until February 2021, Mr. Cohen served as Chairman of the Board of Directors of INSU Acquisition Corp. II, or INSU II. Mr. Cohen also served as Chief Executive Officer, President and a director of FinTech I until the FinTech I Acquisition, and as Chief Executive Officer and a director of FinTech II until the FinTech II Acquisition. He is also a past Chief Executive Officer of RAIT Financial Trust, which we refer to as RAIT, formerly a publicly traded real estate finance company focused on the commercial real estate industry, from December 2006 when it merged with Taberna Realty Finance Trust, to February 2009, and served as a trustee from the date RAIT acquired Taberna in February 2009 until his resignation from that position in February 2010. From 1998 to 2000, Mr. Cohen served as the Chief Operation Officer of Resource America, Inc., formerly a publicly traded asset management company with interests in energy, real estate and financial services. Mr. Cohen was also a past director of Jefferson Bank of Pennsylvania, a commercial bank and subsidiary of JeffBanks, Inc., a publicly traded bank holding company, which we refer to as JeffBanks, acquired by Hudson United Bancorp in 1999. Ms. Cohen, with over 42 years of experience, was a founder of Bancorp and served as Bancorp s Chief Executive Officer from September 2000 through December 2014. Ms. Cohen served as Chairman of the board of directors of FinTech III until the FinTech III Acquisition, as Chairman of the board of directors of FinTech II until the FinTech II Acquisition, and also served as the Chairman of the board of directors of FinTech I until the Fintech I Acquisition and, following the FinTech I Acquisition, served on the post-business combination board of directors until May 2017. She is currently the Chairman of the board of directors of FinTech IV, FinTech V, FTAC Olympus, FTAC Athena and FTAC Hera. She also currently serves as a director of Metromile, Inc., the successor to INSU II. Ms. Cohen is a founder of RAIT and was its Chairman until December 2010 and its Chief Executive Officer until December 2006. She was also the founder and Chief Executive Officer of JeffBanks and its subsidiary banks from 1974 until the merger of JeffBanks into Hudson United Bancorp in 1999. Mr. McEntee, with over 22 years of experience, is a director of Bancorp and The Bancorp Bank, was previously the Chief Executive Officer of Alesco Financial, an investment firm specializing in credit related fixed income investment, until it merged with Cohen & Company and was the Chief Operating Officer of Cohen & Company. Mr. McEntee served as President and Chief Financial Officer of FinTech III until the FinTech III 4 Table of Contents Acquisition, Chief Financial Officer of FinTech II until the FinTech II Acquisition, and also served as Chief Financial Officer and Chief Operating Officer of FinTech I until the Fintech I Acquisition. He is currently President and Secretary of FinTech IV and FinTech V. We believe our management team has the skills and experience to identify, evaluate and consummate a business combination and is positioned to assist businesses we acquire. However, our management team s network of contacts, and its investing and operating experience, do not guarantee a successful initial business combination. The members of our management team are not required to devote any significant amount of time to our business and are involved with other businesses. We cannot guarantee that our current officers and directors will continue in their respective roles, or in any other role, after our initial business combination, and their expertise may only be of benefit to us until we complete our initial business combination. Past performance by our management team is not a guarantee of success with respect to any business combination we may consummate. Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act . Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. In evaluating a prospective target business, we expect to conduct an extensive due diligence review which will encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, and a review of financial and other information about the target and its industry. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, nor are we prohibited from partnering, submitting joint bids, or entering into any similar 5 Table of Contents transaction with our sponsor, or an affiliate of our sponsor, in the pursuit of an initial business combination. If we seek to complete an initial business combination with such a company or we partner with our sponsor, or any of its affiliates in our pursuit of an initial business combination, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to fair market value that the business combination is fair to our company from a financial point of view. As more fully discussed in Management Conflicts of Interest, if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, including FinTech IV, FinTech V, INSU III, INSU IV, FTAC Olympus, FTAC Athena, FTAC Parnassus, FTAC Zeus and FTAC Hera, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Certain of our directors currently have relevant fiduciary duties or contractual obligations that may take priority over their duties to us. In addition, each of our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to the completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. In particular, affiliates of our sponsor are currently sponsoring other blank check companies that are seeking to complete business combinations. Many of our directors and officers serve in similar roles for FinTech IV, FinTech V, INSU III, INSU IV, FTAC Olympus, FTAC Athena, FTAC Parnassus, FTAC Zeus and FTAC Hera, all of which are blank check companies seeking to complete a business acquisition. Any such companies may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts would materially affect our ability to complete our initial business combination. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. Our executive offices are located at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104-2870 and our telephone number is (215) 701-9555. 6 Table of Contents The Offering
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001844364_fg-new_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001844364_fg-new_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..94a177d7ad3667d3ae7ef983132c570057f5d4c1
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001844364_fg-new_prospectus_summary.txt
@@ -0,0 +1 @@
+appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "common stock" are to our Class A common stock and our Class B common stock; "DGCL" are to the Delaware General Corporation Law as the same may be amended from time to time; "directors" are to our current director and director nominees; "founder shares" are to shares of our common stock initially purchased by our sponsor in a private placement, and which will be converted into shares of Class B common stock prior to the closing of this offering. The shares of Class B common stock to be issued upon the conversion of the common stock and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination, as described herein, are also referred to as founder shares; "initial stockholders" are to holders of our founder shares prior to this offering; "management" or our "management team" are to our executive officers, directors and our senior advisor; "manager shares" are to the shares of Class A common stock issued as part of the manager units; "manager warrants" are to the warrants issued as part of the manager units; "manager units" are to the units issued to ThinkEquity LLC and/or its designees in a private placement simultaneously with the closing of this offering; "private placement" refers to the (1) private placement to our sponsor (and/or its designees) of the private units and $15 Exercise Price Warrants and (2) private placement to ThinkEquity LLC (and/or its designees) of the manager units, that will occur simultaneously with this offering. "private placement securities" are to the private units (including the underlying private shares and private warrants) and the $15 exercise price warrants (including the underlying Class A shares); "private placement warrants" are to the $15 exercise price warrants and the private warrants; "private shares" are to the shares of Class A common stock sold as part of the private units; "private units" are to the units issued to our sponsor (and/or its designees) in a private placement simultaneously closing with the closing of this offering, with each private unit consisting of one private share and one-half of one private warrant; "private warrants" are to the warrants sold as part of the private units; "public shares" are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); 196 INDEX TO FINANCIAL STATEMENTS Financial Statements of FG New America Acquisition II Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of September 30, 2021 (unaudited) and December 31, 2020 F-3 Statement of Operations for the nine months ended September 30, 2021 (unaudited) and for the period December 23, 2020 (inception) through December 31, 2020 F-4 Statement of Change in Stockholders Equity for the nine months ended September 30, 2021 (unaudited) and for the period December 23, 2020 (inception) through December 31, 2020 F-5 Statement of Cash Flows for the nine months ended September 30, 2021 (unaudited) and for the period December 23, 2020 (inception) through December 31, 2020 F-6 Notes to Financial Statements F-7 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors FG New America Acquisition II Corp. Opinion on the Financial Statements We have audited the accompanying balance sheet of FG New America Acquisition II Corp. (the "Company") as of December 31, 2020, the related statements of operations, changes in stockholders' equity, and cash flows for the period from December 23, 2020 (inception) to December 31, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and the results of its operations and its cash flows for the period from December 23, 2020 (inception) to December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph - Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company s ability to execute its business plan is dependent upon its completion of the proposed initial public offering described in Note 3 to the financial statements. The Company has a working capital deficit of $26,470 as of December 31, 2020 and lacks the financial resources needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These conditions raise substantial doubt about the Company s ability to continue as a going concern. The financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern. Basis for Opinion The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on the Company s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Plante & Moran, PLLC Plante & Moran, PLLC We have served as the Company s auditor since 2021. Chicago, Illinois December 2, 2021 F-2 FG New America Acquisition II Corp. Balance Sheet September 30, December 31, 2021 2020 (unaudited) (audited) ASSETS Current assets Cash $46,876 $- Deferred offering costs 134,542 25,000 Total assets $181,418 $25,000 LIABILITIES AND STOCKHOLDERS EQUITY Current liabilities Accounts payable $1,470 $1,470 Accrued offering costs 12,000 25,000 Note payable 145,000 - Total liabilities $158,470 $26,470 Stockholders equity Common stock, $0.0001 par value; 10,000,000 shares authorized; 6,468,750 and 0 issued and outstanding, respectively $647 $- Additional paid-in capital 24,353 - Accumulated deficit (2,052) (1,470) Total stockholders equity 22,948 (1,470) Total liabilities and stockholders equity $181,418 $25,000 The accompanying notes are an integral part of the financial statements F-3 FG New America Acquisition II Corp. Statement of Operations For the period from Nine Months December 23, 2020 Ended (inception) to September 30, December 31, 2021 2020 (unaudited) (audited) Formation cost $- $1,470
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001844389_ace_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001844389_ace_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001844389_ace_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001844419_maquia_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001844419_maquia_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d70dce179b53ca92ef77871ce22bf741a3624b12
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001844419_maquia_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 tm216812d8_s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on April 29, 2021 Registration No. 333-253167 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Maquia Capital Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 85-4283150 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 50 Biscayne Boulevard, Suite 2406 Miami, FL 33132 Telephone: (305) 608-1395 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) Jeff Ransdell Chief Executive Officer 2901 Florida Avenue, Suite 840 Miami, FL 33133 Telephone: (561) 212-6702 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: Barry I. Grossman, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Telephone: (212) 370-1300 Mitchell S. Nussbaum, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Telephone: (212) 407-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer x Smaller reporting company x Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant(2) 23,000,000 Units $ 10.00 $ 230,000,000 $ 25,093 Shares of Class A common stock included as part of the units(3) 23,000,000 Shares — — — (4) Redeemable warrants included as part of the units(3) 11,500,000 Warrants — — — (4) Total $ 230,000,000 $ 25,093 (5) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the "Securities Act"). (2) Includes 3,000,000 units, consisting of 3,000,000 shares of Class A common stock and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED APRIL 29, 2021 $200,000,000 Maquia Capital Acquisition Corporation 20,000,000 Units Maquia Capital Acquisition Corporation is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination throughout this prospectus. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any business or industry, we intend to focus our search on technology-focused middle market and emerging growth companies in North America. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant as described in more detail in this prospectus. Only whole warrants are exercisable. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described herein. If we are unable to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, as described in more detail in this prospectus), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as further described herein. Our sponsor, Maquia Investments North America, LLC, has agreed to purchase an aggregate of 651,000 placement units (or 726,000 placement units if the over-allotment option is exercised in full) at a price of $10.00 per unit, for an aggregate purchase price of $6,510,000 ($7,260,000 if the over-allotment option is exercised in full). Each placement unit will be identical to the units sold in this offering, except as described in this prospectus. The placement units will be sold in a private placement that will close simultaneously with the closing of this offering. Our initial stockholder owns an aggregate of 5,750,000 shares of our Class B common stock (up to 750,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock at the time of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment as described herein. Currently, there is no public market for our units, Class A common stock or warrants. We have applied to list our units on The Nasdaq Capital Market, or Nasdaq, under the symbol "MAQCU." We expect that our units will be listed on The Nasdaq Capital Market on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 90th day following the date of this prospectus unless the representative informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols "MAQC" and "MAQCW," respectively. We are an "emerging growth company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 30 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 200,000,000 Underwriting discounts and commissions(1) $ 0.40 $ 8,000,000 Proceeds, before expenses, to Maquia Capital Acquisition Corporation $ 9.60 $ 192,000,000 (1) Includes $0.30 per unit, or $6,000,000 (or $6,900,000 if the over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the representative of the underwriters only on completion of an initial business combination, as described in this prospectus. Does not include certain fees and expenses payable to the underwriters in connection with this offering. In addition, designees of the representative of the underwriters have received an aggregate of 200,000 shares of our Class B common stock, in connection with this offering and will receive an additional of up to 30,000 shares of our Class B common stock upon exercise of the underwriters over-allotment option which we refer to herein as the "representative shares" as compensation in connection with this offering. See the section of this prospectus entitled "Underwriting" beginning on page 150 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the placement units described in this prospectus, $203,000,000 or $233,450,000 if the underwriters over-allotment option is exercised in full ($10.15 per unit in either case) will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee and J.P. Morgan Securities LLC acting as investment manager. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. KINGSWOOD CAPITAL MARKETS division of Benchmark Investments, Inc. TABLE OF CONTENTS Page Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001844507_achari_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001844507_achari_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..aca6c27b9dfe7bd269a1c7a0e20db67ca1923124
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001844507_achari_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001844840_artisan_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001844840_artisan_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ebc0d01c359fb01cb3207408d206d35fe1a8e7c5
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001844840_artisan_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "anchor investors" are to Aspex and PAG, with whom we have entered into forward purchase agreements; "amended and restated memorandum and articles of association" are to the amended and restated memorandum and articles of association that we will adopt prior to the consummation of this offering; "Companies Act" are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; "equity-linked securities" are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; "forward purchase agreements" are to the agreements providing for the sale of forward purchase shares and forward purchase warrants to the anchor investors in a private placement that will close concurrently with the closing of our initial business combination; "forward purchase securities" are to the forward purchase shares and forward purchase warrants; "forward purchase shares" are to the 6,000,000 Class A ordinary shares to be issued to the anchor investors pursuant to the forward purchase agreements; "forward purchase warrants" are to the 1,500,000 warrants to purchase Class A ordinary shares to be issued to the anchor investors pursuant to the forward purchase agreements; "founder shares" are to our Class B ordinary shares initially issued to our initial shareholders in a private placement and share capitalization prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be "public shares"); "initial shareholders" are to holders of our founder shares prior to this offering (including our sponsor, independent director nominees and the anchor investors); "management" or our "management team" are to our officer and directors (including our director nominees that will become directors in connection with the consummation of this offering); "ordinary shares" are to our Class A ordinary shares and our Class B ordinary shares; "private placement warrants" are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; "public shares" are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); Artisan Acquisition Corp. (Exact name of registrant as specified in its charter) Table of Contents "public warrants" are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public shareholders" are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor's and each member of our management team's status as a "public shareholder" will only exist with respect to such public shares; "public warrants" are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "sponsor" are to Artisan LLC, a Cayman Islands limited liability company; and "we," "us," "our," "company", "the Company" or "our company" are to Artisan Acquisition Corp., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue a business combination target in any business or industry, we intend to search globally for a target with operations or prospects focusing on high-growth healthcare, consumer and technology sectors, and companies that we believe can be well-positioned for success in Greater China. The Greater China region is where our sponsor has built unparalleled proprietary network and resources, which we believe can help our target companies grow and succeed. The Greater China region is also the engine of growth in Asia Pacific, where disruptive and innovative business models, particularly those in the healthcare, consumer and technology sectors, can make an impact to billions of consumers with rising disposable income. We expect this will result in attractive initial business combination opportunities for us, with attractive risk-adjusted returns. Artisan LLC, our sponsor, is founded by Dr. Cheng Chi Kong (Adrian). Dr. Cheng is a visionary leader amongst his generation, a cultural entrepreneur who heads the New World Group and Chow Tai Fook Jewellery Group, and the founder of the K11 brand and C Ventures. Dr. Cheng is the mastermind behind the strategy and operations of the Cheng family's business empire and is the third-generation leader of the Cheng family, one of the world's most prominent and influential families. The Cheng family is ranked third in Forbes 2021's "The Top Richest in Hong Kong" list and owns listed portfolio companies with a combined asset value of over US$88 billion as of December 31, 2020. Dr. Cheng is also a prominent and renowned investor with extensive experience and well-established track record. Cayman Islands (State or other jurisdiction of incorporation or organization) 6770 (Primary Standard Industrial Classification Code Number) 98-1580830 (I.R.S. Employer Identification No.) 71 Fort Street, PO Box 500 Grand Cayman Cayman Islands, KY1-1106 +852 2523 1056 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents New World Development Company Limited (HKEx: 0017) ("NWD"), where Dr. Cheng is the Executive Vice-Chairman, CEO and an Executive Director, is a Hong Kong-based conglomerate with businesses spanning across numerous sectors, including property investment, management and development, infrastructure and services, healthcare, insurance, hospitality and other strategic businesses, most of which are based in Greater China. Founded in 1970, NWD was listed on the Hong Kong Stock Exchange in 1972, and it is currently a constituent stock of the Hang Seng Index. As of the date of this prospectus, the market capitalization of NWD exceeded US$13 billion. Dr. Cheng possesses unique strengths and abilities in successful brand-building, as showcased by the K11 brand that he founded and launched in 2008. Under Dr. Cheng's leadership, K11 has flourished to become one of the most iconic brands in the Cheng family's portfolio, positioned and marketed as a global high-end lifestyle brand operator and a pioneering brand that blends art, people and nature. K11 has been accredited as "One of China's Top Ten Innovative Companies in 2018" and "One of Global Top Ten Innovative Companies in Urban Development/Real Estate Sector in 2019" by Fast Company, a leading American business magazine with a focus on innovation in technology, leadership and design. As of December 31, 2020, NWD's K11-branded investment property portfolio operated 13 projects in six major cities in Greater China, with a total GFA of over 1.1 million sq.m. K11 also has 25 projects in its pipeline that are expected to be completed by 2025, bringing its total and pipeline projects to 38 projects in 10 cities in Greater China. Chow Tai Fook Jewellery Group Limited (HKEx: 1929)("CTF Jewellery"), where Dr. Cheng is an Executive Director, is the Cheng family's leading luxury jewelry manufacturing and distribution business with an extensive retail network in Greater China, Japan, Korea, Southeast Asia and the United States, and a fast-growing e-commerce business. As of December 31, 2020, CTF Jewellery had over 4,000 points of sale globally and a network of over 3,700 self-owned stores in Greater China. Its membership programme had over 3.8 million registered members as of September 30, 2020. As of the date of this prospectus, the market capitalization of CTF Jewellery exceeded US$16 billion. The Cheng family also owns and operates the Rosewood Hotel Group, including the Rosewood Hotels & Resorts ("Rosewood Hotels") brand. Rosewood Hotels is an ultra-luxury hospitality brand with 28 hotels spread across 16 countries globally, with locations in prime cities in Greater China such as Hong Kong, Beijing and Guangzhou, as well as key metropolises around the world, such as New York, London, Paris, Bangkok and Abu Dhabi. The Rosewood Hotels portfolio is expected to increase to 46 hotels in 26 countries by 2024. The business portfolio of the Cheng family consists of a synergistic ecosystem of sustainable communities, spanning across diversified sectors, regions and customer bases. In recent years, Dr. Cheng has further expanded this ecosystem and strengthened its brand name through strategic healthcare investments in Greater China, connecting healthcare with sectors such as property development, financial services and technology. In 2019, Dr. Cheng led the HK$21.5 billion acquisition of FTLife Insurance Company Limited ("FTLife"). FTLife is a large-scale insurance services provider in Hong Kong and offers a comprehensive range of life, accidents and health insurance products. As of December 31, 2020, FTLife had a network of over 3,000 tied agents and strategic partnerships with over 270 brokers. As of December 31, 2020, FTLife had total and net asset values of HK$76 billion and HK$20 billion, respectively. In 2018, Dr. Cheng launched and established Humansa, an integrated, premium cross-generational healthcare services provider with a vision to expand into healthcare services in Mainland China. As of December 31, 2020, there were over 1,200 beds in 10 elderly homes and 3 endoscopic day care centers under the Humansa brand across various districts in Hong Kong, with over 5,200 registered nurses and healthcare professionals providing support to its customers. Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 +1(800) 221-0102 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents In 2013, the New World Group entered into a joint venture with Parkway Pantai, one of Asia's largest private healthcare conglomerates, to develop Gleneagles Hospital Hong Kong. It opened in 2017 as a 500-bed, full-service private hospital with over 35 specialties and subspecialties. Dr. Cheng also founded C Ventures, an investment club positioned for the world's most elite families and funds, with an investment philosophy of bridging the West and the East. C Ventures was named as one of the "Top 100 China's PE firm" by ChinaVenture in 2020, "Top 20 China's Black Horse Fund" by 36Kr in 2020 and "Top 10 Investment Firm in Consumer Sector" by Lieyun.com in 2020. Leveraging his renowned stature and reputation in Greater China, Dr. Cheng and his experienced investment team have led and invested in a number of renowned domestic and international companies in the new economy sector, which have all successfully grown into unicorn companies prior to their public listings, often in early stages of financing rounds. Selected investee companies that have been successfully listed in public markets include: Xpeng Motors (NYSE: XPEV), an electric vehicle company in China providing intelligent travel solutions, as a Series B investor in August 2018. Xpeng Motors was successfully listed on the NYSE in August 2020, with a market capitalization of over US$26 billion as of the date of this prospectus NIO (NYSE: NIO), a leading producer of electric vehicles in China with a truly global team, as a Series D investor in November 2017. NIO was successfully listed on the NYSE in September 2018, with a market capitalization of over US$59 billion as of the date of this prospectus Other selected investments in privately held unicorn companies include: JD Logistics, the logistics unit of JD.com, China's largest online direct sales platform providing smart supply chain services with logistics network covering a significant portion of China's population, as a Series A investor in March 2018 Gojek, Indonesia's largest ride-hailing company that was reported to have over 900,000 drivers and a monthly transaction volume of over 100 million in 2018, as a Series E investor in August 2017 Full Truck Alliance ("FTA"), a leading online road logistics platform in China with the first nationwide freight information network, as a Series A investor in April 2018 Little Red Book ("Xiaohongshu"), a leading lifestyle and social e-commerce platform and cross-border e-commerce app in China with over 300 million registered users as of July 2019 and approximately 100 million monthly actively users, as a Series D investor in May 2018 Pony.ai, China's leading developer of level 4 autonomous driving solutions, as a Series B+ investor in June 2018 We believe Dr. Cheng's stellar track record in the global healthcare, consumer and technology sectors, together with his extensive network of important business contacts and relationships, provides us with a deep understanding of the regulatory, political and demographic landscape in our target sectors and regions. In addition to the outstanding, diversified and well-established deal sourcing capabilities as outlined above, we intend to draw upon Dr. Cheng's capabilities and resources, including but not limited to his powerful family background, extensive personal network and relationships, established business infrastructure, and dedicated team of investment personnel. Our Company was founded by Dr. Cheng, and our management team is led by our Chief Executive Officer, Mr. Cheng Yin Pan (Ben). Both Dr. Cheng and Mr. Cheng are seasoned professionals with decades of experience investing in, building and growing companies in our target sectors and markets. Copies: Christian O. Nagler, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 Steve Lin, Esq. Kirkland & Ellis International LLP 29th Floor, China World Office 2 No. 1 Jian Guo Men Wai Avenue Chaoyang District, Beijing 100004 People's Republic of China (+86-10) 5737-9300 Frank Lopez, Esq. Jonathan Ko, Esq. Paul Hastings LLP 200 Park Avenue New York, New York 10166 (212) 318-6800 Neil A. Torpey, Esq. Paul Hastings LLP 22/F, Bank of China Tower 1 Garden Road, Central, Hong Kong (+852) 2867-9902 Table of Contents Dr. Cheng Chi Kong (Adrian), our Founder, is the Executive Vice-Chairman and Chief Executive Officer of NWD, a Hong Kong-based conglomerate focused on property development, financial services and technology, and an executive director of NWS Holdings Limited (HKEx: 0659) and CTF Jewellery. In addition, Dr. Cheng is a director of Chow Tai Fook (Holding) Limited and Chow Tai Fook Enterprises Limited, both of which are substantial shareholders of NWD. Dr. Cheng oversees the strategic direction for NWD, launched NWD's The Artisanal Movement in January 2015 and is currently overseeing NWD's large-scale developments, including the Victoria Dockside and 11 Skies. As a prominent and renowned investor with extensive experience and well-established track record, Dr. Cheng was awarded "Top 10 China's Most Influential Investor" and "Top 10 China's ESG Investor" by FOF Weekly in 2019 and 2020, respectively, and has been acknowledged as one of the "40 Under 40" global business stars by Fortune and a "Young Global Leader" by the World Economic Forum in 2012. Dr. Cheng is also the chairman of China Young Leaders Foundation, the honorary chairman of K11 Art Foundation, a Justice of the Peace appointed by the Government of the Hong Kong Special Administrative Region and an Officier in the Ordre des Arts et des Lettres of the Republic of France. Dr. Cheng holds a Bachelor of Arts degree (cum laude) from Harvard University and was conferred an Honorary Doctorate of Humanities by the Savannah College of Art and Design in 2014. Dr. Cheng worked in a major international bank prior to joining NWD in September 2006 and has substantial experience in corporate finance. Mr. Cheng Yin Pan (Ben), our Chief Executive Officer and Director, is currently the Managing Partner at C Ventures, where he leads its sought-after deals and actively engages in major venture capital and private equity investments across the sectors of healthcare, consumer and technology. Named as "China's Top 20 Most Outstanding Investor" by Lieyun.com in 2020, Mr. Cheng has helped execute many investments in the aforementioned "unicorns", such as Xpeng Motors, NIO, JD Logistics, Gojek, FTA, Xiaohongshu and Pony.ai. Under Mr. Cheng's leadership, C Ventures also invested in GritWorld, a 3D visual graphics rendering engine, and the investment was awarded ChinaVenture's "Top 10 AI & Big Data Deals" in 2019. Mr. Cheng is also a member of the Advisory Committee of Vertex SEA Fund, a subsidiary of Temasek Holdings, and a member of Venture Committee of Hong Kong Venture Capital and Private Equity Association. Mr. Cheng has also served as a General Manager at NWD since March 2016. Prior to his current roles, Mr. Cheng was an investment banker at Bank of America Merrill Lynch and Standard Chartered Bank. Mr. Cheng's deal sheet in the Greater China region includes, among others, major corporate finance transactions such as the US$510 million Hong Kong listing of WuXi Biologics (HKEx: 2269) in 2017, the US$3.3 billion take-private of WuXi PharmaTech in 2015, and Temasek's US$5.7 billion investment in Watson's in 2014 and US$2.1 billion acquisition of ING's insurance business in Hong Kong, Macau and Thailand in 2013. Mr. Cheng holds a bachelor's degree in Quantitative Finance with honors from The Chinese University of Hong Kong. Mr. William Keller, our independent director nominee, is an experienced professional in the pharmaceuticals industry. Mr. Keller joined Roche Group in Basel in 1972 and served from 1990 to 2003 in several marketing and General Manager positions at Roche Group in South America and Asia. From 1994 to 2003, he oversaw and established Roche in China as the General Manager of Roche China Ltd. and Shanghai Roche Pharmaceutical Ltd. He has also served as the Chairman and Honorary Chairman of Rdpac (Research based foreign Pharmaceutical Association China). In 2003, he founded Keller Pharma Consultancy, a pharmaceutical consulting firm focusing on market entry strategies for foreign biotech companies into the Chinese market and supporting biopharma start-up companies in Shanghai. He has been the Vice Chairman of the Shanghai Association of Enterprises with Foreign Investment (SAEFI) and Deputy General Manager of Zhangjiang Biotech and Pharmaceutical Base Development Co. Ltd. Currently, Mr. Keller holds directorship as an independent director of WuXi Biologics (HKEx: 2269), Hua Medicine (HKEx: 2552) and Cathay Biotech, an industrial biotechnology company listed on the STAR board. Previously, he served as the Chairman of Coland Holdings (Taiwan Stock Exchange: 4144) and as an independent director at Alexion Pharmaceuticals, Inc., (NASDAQ: ALXN), China Nuokang Bio Pharmaceutical Inc., and Fosun Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. Table of Contents Pharmaceutical Co. ltd. He was also a supervisor and board member of TaiGen Biopharmaceuticals Holding Limited (Taiwan Stock Exchange: 4157) and the Chairman of HBM Biomed China Partners. Since 2014, Mr. Keller has been living in Switzerland. Mr. Keller is an Honorary Citizen of Shanghai. Mr. Mitch Garber, C.M., our independent director nominee, is a Canadian attorney, business executive and philanthropist. Mr. Garber has served as the Chairman of Invest in Canada, a Canadian federal government agency responsible for foreign investment since March 2018. Mr. Garber has served as the Chairman of Cirque du Soleil from August 2015 to September 2020 and participated in the TPG-led buyout of Cirque in 2016. From 2013 to 2017, Mr. Garber was the President and CEO of Caesars Acquisition Company, where he led the acquisition of Playtika, an Israeli firm that pioneered free-to-play games on social networks and mobile platforms, which was one of the most successful acquisitions in the social and mobile games industry and the third-largest sale in the history of Israeli-based companies at the time. Mr. Garber also served as the CEO of PartyGaming Plc/PartyBwin from 2006 to 2008 and the CEO of Optimal Payments/Paysafe from 2003 to 2006. Mr. Garber is currently a board member of the Seattle Kraken of the NHL, Rackspace, LANVIN, Wolford, Shutterfly and Aiola. In addition, Mr. Garber has successfully led companies on Nasdaq, Toronto, and London stock exchanges as well as private companies controlled by private equity firms TPG and Apollo. Mr. Garber holds an undergraduate degree from McGill University, a law degree from the University of Ottawa and an honorary doctorate from the University of Ottawa. Mr. Garber was awarded the Order of Canada in 2019. Mr. Fan (Frank) Yu, our independent director nominee, is the founder, CEO and CIO of Ally Bridge Group, a global healthcare-focused, multi-strategy investment group with a portfolio of healthcare investments in the U.S., China and Europe. Mr. Yu carries a strong track record as an investment manager and dealmaker across multiple funds, strategies and geographies encompassing the U.S., China and Europe. Mr. Yu completed his university education and started his career in New York before working in Hong Kong for over two decades. Previously, Mr. Yu was Managing Director and Head of China Investments at Och-Ziff Capital Management ("OZ"), a leading global hedge fund. Prior to OZ, Mr. Yu was a Managing Director at Goldman Sachs in Hong Kong, where he headed several business units and played instrumental roles in significant restructuring, financing and M&A transactions of leading Chinese companies. Mr. Yu also advised leading global institutions on their China and Asia strategies and transactions. Before Goldman Sachs, Mr. Yu worked at Moody's in New York, and then Credit Suisse in London and Hong Kong. Since 2010, Mr. Yu has founded, launched and managed multiple funds covering venture, growth, buyout and hedge fund investing from China to the U.S. to Europe. Mr. Yu excels in originating and executing major investment themes such as global life science investing, which has become the primary focus of Mr. Yu and ABG, creating significant deals such as the landmark $3.3 billion take-private of WuXi Pharmatech from NYSE in 2015, and leading the $300 million Series-C investment in GRAIL in 2018. He has expertise in cementing strategic transactions between emerging players and industry leaders across the U.S., China and Europe. Mr. Sean O'Neill, our independent director nominee, is the Chief Digital Officer of Dr. Martens (LSE: DOCS), a British footwear and clothing brand. Dr. Martens was founded in 1947 and has recently completed its listing on the London Stock Exchange in January 2021, at a value of 3.7 billion. Mr. O'Neill joined Dr. Martens in April 2018 as Global Chief Digital Officer and simultaneously joined Dr. Martens' Global Leadership Team on appointment, spearheading the digital transformation of the Company and shifting a wholesale-dominated business to become a Direct-to-Consumer business. Mr. O'Neill has a proven track record of turning around consumer-based businesses by developing strategies and implementing operational excellence across digital, retail and other functions across a company. Mr. O'Neill completed his university education in the United States (Boston University), and since then has had an international career, including working in Latin America, Asia, Europe and the United States. Prior to joining Dr. Martens, Mr. O'Neill was the Group Chief Operating Officer at Sun CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant(2) 34,500,000 units $10.00 $345,000,000 $37,640 Class A ordinary shares included as part of the units(3) 34,500,000 shares (4) Redeemable warrants included as part of the units(3) 11,500,000 warrants (4) Total $345,000,000 $37,640 (1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. (2)Includes 4,500,000 units, consisting of 4,500,000 Class A ordinary shares and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3)Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share sub-divisions, share dividends, or similar transactions. (4)No fee pursuant to Rule 457(g). Table of Contents Capital Partners, overseeing all of the fund's global consumer portfolio companies. Before that, Mr. O'Neill was an Operational Advisor at Lion Capital, specializing in improving the portfolio's digital, retail and wholesale channels, and has held operating roles with Gucci Group, Burberry, AllSaints and H&M. Mr. O'Neill started his career in finance, working at Merrill Lynch as an investment banker with the consumer products group, and has held roles managing investments for Advent International and Grupo Ferre Rangel. Mr. O'Neill has a combined experience of finance and operational experience, which has been built from learning from the ground up, and has worked across all regions of the world. With respect to the above, the past performance of our management team or of Dr. Cheng, NWD, C Ventures or their respective affiliates or related entities is not a guarantee either of (i) success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical records or performance of any of the parties listed above as indicative of our future performance. For more information on the experience and background of our management team, see the section entitled "Management". We believe our ability to complete an initial business combination will be enhanced by our having entered into forward purchase agreements pursuant to which the anchor investors have agreed to purchase an aggregate of 6,000,000 Class A ordinary shares plus 1,500,000 redeemable warrants for a purchase price of $10.00 per Class A ordinary share, or $60,000,000 in the aggregate, in a private placement to occur concurrently with the closing of our initial business combination. We believe this committed capital will provide us with greater certainty to complete a business combination with potential sellers. The proceeds from the sale of forward purchase securities may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-business combination company. These purchases will be made regardless of whether any Class A ordinary shares are redeemed by our public shareholders and are intended to provide us with a minimum funding level for our initial business combination. The anchor investors will not have the ability to approve the initial business combination prior to the signing of a material definitive agreement and, if we seek shareholder approval, have agreed to vote their founder shares and any public shares held by them in favor of the initial business combination. The forward purchase securities will be issued only in connection with the closing of the initial business combination. Business Strategy Our business strategy is to identify and complete our initial business combination with a company with operations or prospects focusing on high-growth global healthcare, consumer and technology sectors that complement, and can benefit from, the experience and operational expertise of our management team. Our selection process will leverage the broad and deep network of relationships, unique industry expertise and proven deal-sourcing capabilities of our management team, which we believe will provide us with a strong pipeline of potential targets. Our management team has: Experience in sourcing deals globally through their strong proprietary network both in Greater China and across the world, such as their access to influential investors and business families globally. This network can catalyze complementary and synergistic growth within our sponsor's diversified and all-rounded portfolio ecosystem, which fits seamlessly with our long-term vision and growth strategy Unparalleled access to strategic global resources, which, coupled with proven in-depth operational expertise and know-how, business scale, geographic familiarity and market intelligence, enables us to position targets for entry and growth into the Greater China market, as well as from Greater China into international markets The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents A well-established track record of sourcing, structuring and acquiring uniquely attractive investment opportunities and innovative, high-growth and disruptive successful businesses, especially in key markets such as Greater China Access to capital, including capital sources across various business cycles in both Greater China and globally, which could be used to finance businesses and assist them with the transition to public ownership and thereafter Following the completion of this offering, we will begin the process of pursuing and reviewing potential opportunities. Business Combination Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. Focus on targets in the global healthcare, consumer and technology sectors. Leveraging the extensive experience and consistent track record of our Founder and management team in the healthcare, consumer and technology sectors, we believe we have unparalleled access to investment opportunities and a competitive advantage in our ability to negotiate a business combination with potential targets in such sectors. Under the guidance of one of the most influential and visionary investors in the Greater China region, we are well-positioned to identify attractive investment opportunities by utilizing our management team's proprietary network, regional resources and market intelligence, especially in Greater China. Targets with high growth potential and disruptive technologies and products. We intend to target companies with high growth potential and a disruptive business model that focuses on the next generation of consumers. Our management team's robust experience in catalyzing the growth potential in disruptive business provides us with strong know-how in sourcing and evaluating potential targets in the new economy sectors. Targets with synergies with our sponsor's ecosystem. We intend to target high-growth businesses that would fit well into the business strategy and development plans of the wider investment portfolio of Dr. Cheng, the Cheng family and our management team, both geographically and directionally, which we believe will create opportunities to enhance revenue and operational synergies of the target business. Experienced and focused management team. We intend to seek targets with an established management team that is committed to Asia and that is complementary to our management team and existing business ecosystem. To the extent we believe it will enhance shareholder value, we would seek to selectively supplement the existing management team of the business (including senior management) with members of our management team or with proven thought leaders in the space from our network. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MAY 6, 2021 PRELIMINARY PROSPECTUS Artisan Acquisition Corp. $300,000,000 30,000,000 Units Table of Contents Our Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review that may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will also utilize our management team's operational and capital planning experience. Each of our officer and directors will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such officer and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officer and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officer, directors and director nominees presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer, director or director nominee is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. As a result, if any of our officer or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association will provide that, to the fullest extent permitted by applicable law, no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us and we renounce our interest in any business combination opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as an officer or director of the company and it is an opportunity that we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Initial Business Combination So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of fair market value test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed initial business combination will provide public shareholders with our analysis of our satisfaction of the 80% of fair market value test, as well as the Artisan Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 4,500,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor has agreed to purchase 5,333,333 warrants (or 5,933,333 warrants if the underwriters' over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. Our initial shareholders currently own 10,125,000 Class B ordinary shares, up to 1,125,000 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriters' over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Aspex Master Fund ("Aspex"), a private investment fund managed by a Hong Kong-based investment management firm, and Pacific Alliance Asia Opportunity Fund L.P. ("PAG"), a Hong Kong-based alternative investment management group, whom we refer to collectively as anchor investors, have entered into forward purchase agreements with us that provide for the purchase by the anchor investors of an aggregate of 6,000,000 Class A ordinary shares, plus an aggregate of 1,500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $60,000,000, or $10.00 per Class A ordinary share, in a private placement to close concurrently with the closing of our initial business combination. The obligations under the forward purchase agreements do not depend on whether any Class A ordinary shares are redeemed by our public shareholders. We issued 1,500,000 additional Class B ordinary shares to our sponsor, which represent the adjustment to the ratio applicable to the conversion of the Class B ordinary shares that our sponsor would have been entitled to at the closing of our initial business combination as a result of the issuance of 6,000,000 additional Class A ordinary shares under the forward purchase agreements. As a result, the issuance of the Class A ordinary shares at the closing of our initial business combination will not trigger a further adjustment to this ratio. Further, prior to this offering, our sponsor transferred an aggregate of 750,000 Class B ordinary shares to the anchor investors for no cash consideration, which represent 8.33% of the Class B ordinary shares issued and outstanding immediately after this offering (assuming no exercise of the underwriters' over-allotment option). As a result of the foregoing and our sponsor's transfer of 100,000 Class B ordinary shares to our independent directors, our sponsor currently owns 9,275,000 Class B ordinary shares, up to 1,125,000 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters' over-allotment option is exercised. The total number of Class B ordinary shares outstanding after this offering and the expiration of the underwriters' over-allotment option, which includes the 1,500,000 Class B ordinary shares issued in connection with the forward purchase agreements, will equal 20% of the sum of the total number of Class A ordinary shares and Class B ordinary shares outstanding at such time plus the 6,000,000 Class A ordinary shares to be sold pursuant to the forward purchase agreements. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to adjustment as described herein. Currently, there is no public market for our securities. We intend to apply to have our units listed on The Nasdaq Capital Market, or Nasdaq, under the symbol "ARTAU." We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on Nasdaq under the symbols "ARTA" and "ARTAW," respectively, on the 52nd day following the date of this prospectus unless the underwriters permit earlier separate trading and we have satisfied certain conditions. We are an "emerging growth company" and a "smaller reporting company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Table of Contents basis for our determinations. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company's business, if there is a significant amount of uncertainty as to the value of the company's assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of fair market value test, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed initial business combination will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test. If the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of fair market value test. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 38 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Other Considerations We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officer or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officer or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA, or an independent accounting firm that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. We currently do not have any specific business combination under consideration. Our officer and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Our sponsor, officer and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our sponsor, officer and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Corporate Information Our executive offices are located at 71 Fort Street, PO Box 500, Grand Cayman, Cayman Islands, KY1-1106. We maintain a corporate website at . The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cabinet Office of the Cayman Islands that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 30 years from February 8, 2021, no law which is thereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of Per Unit Total Public offering price $10.00 $300,000,000 Underwriting discounts and commissions(1) $0.55 $16,500,000 Proceeds, before expenses, to us $9.45 $283,500,000 (1)Includes $0.35 per unit, or $10,500,000 in the aggregate (or $12,075,000 in the aggregate if the underwriters' over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also "Underwriting" for a description of underwriting compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $300,000,000, or $345,000,000 if the underwriters' over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Table of Contents dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to "emerging growth company" have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates is less than $250 million as of the end of that year's second fiscal quarter or (2) our annual revenues are less than $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is less than $700 million as of the end of that year's second fiscal quarter. Book-Running Managers (in alphabetical order) Credit Suisse UBS Investment Bank Table of Contents The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled "Risk Factors" of this prospectus. Securities offered 30,000,000 units (or 34,500,000 units if the underwriters' over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one redeemable warrant. Proposed Nasdaq symbols Units: "ARTAU" Class A ordinary shares: "ARTA" Warrants: "ARTAW" Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Credit Suisse and UBS Investment Bank inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after the completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters' over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters' over-allotment option. (1)Assumes no exercise of the underwriters' over-allotment option. (2)Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption "Founder shares conversion and anti-dilution rights" and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. (3)Includes 1,125,000 founder shares that are subject to forfeiture by our sponsor. Also includes 1,500,000 founder shares issued in connection with the forward purchase agreements we entered into prior to this offering, which represent the adjustment to the ratio applicable to the conversion of the Class B ordinary shares that our sponsor would have been entitled to at closing of the business combination as a result of the issuance of 6,000,000 additional Class A ordinary shares under the forward purchase agreements. As a result, the issuance of the Class A ordinary shares pursuant to the forward purchase agreements at closing of the business combination will not trigger a further adjustment to this ratio. (4)Includes 30,000,000 public shares and 9,000,000 founder shares, assuming 1,125,000 founder shares have been forfeited. Table of Contents Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. Table of Contents Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (i) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (iii) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to "Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00" and "Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00" will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption "Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00" will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under "Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00"). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Table of Contents We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities law at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement, provided that, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a "covered security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days' prior written notice of redemption, which we refer to as the "30-day redemption period;" and Table of Contents if, and only if, the last reported sale price (the "closing price") of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities Warrants Public Shareholders' Warrants and Forward Purchase Warrants Anti-dilution Adjustments") for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. The forward purchase warrants will be redeemable on the same terms as the warrants offered as part of the units. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at a price of $0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under "Description of Securities Warrants Public Shareholders' Warrants and Forward Purchase Warrants" based on the redemption date and the "fair market value" of our Class A ordinary shares (as defined below) except as otherwise described in "Description of Securities Warrants Public Shareholders' Warrants and Forward Purchase Warrants;" upon a minimum of 30 days' prior written notice of redemption; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities Warrants Public Shareholders' Warrants and Forward Purchase Warrants Anti-dilution Adjustments") for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders; and Table of Contents if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities Warrants Public Shareholders' Warrants and Forward Purchase Warrants Anti-dilution Adjustments"), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The "fair market value" of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled "Description of Securities Warrants Public Shareholders' Warrants and Forward Purchase Warrants" for additional information. Table of Contents Forward purchase agreements Prior to this offering, we entered into forward purchase agreements pursuant to which the anchor investors agreed to subscribe for an aggregate of 6,000,000 Class A ordinary shares plus 1,500,000 redeemable warrants for a purchase price of $10.00 multiplied by the number of Class A ordinary shares, or $60,000,000 in the aggregate, in a private placement to close concurrently with the closing of our initial business combination. We issued 1,500,000 additional Class B ordinary shares to our sponsor, which represent the adjustment to the ratio applicable to the conversion of the Class B ordinary shares that our sponsor would have been entitled to at the closing of our initial business combination as a result of the issuance of 6,000,000 additional Class A ordinary shares under the forward purchase agreements. As a result, the issuance of the Class A ordinary shares at the closing of our initial business combination will not trigger a further adjustment to this ratio. Further, prior to this offering, our sponsor transferred to the anchor investors an aggregate of 750,000 founder shares for no cash consideration. Subject to certain exceptions to forfeiture and transfer provisions, the founder shares transferred in connection with these agreements are subject to similar contractual conditions and restrictions as the founder shares issued to our sponsor in connection with this offering. The forward purchase warrants will have the same terms as our public warrants. Under the terms of the forward purchase agreements, if an anchor investor fails to close on its obligation to purchase forward purchase securities at the time of the initial business combination, such anchor investor will be contractually required to forfeit the amount of founder shares transferred to it on a pro rata basis, and our sponsor has agreed to forfeit the incremental 750,000 founder shares to the same extent as the 750,000 founder shares transferred to the anchor investors to maintain the 20% ratio of the Class B ordinary shares (prior to giving effect to their conversion at closing of the initial business combination) against the total number of ordinary shares outstanding. The forward purchase agreements provide that the anchor investors are entitled to registration rights with respect to the forward purchase securities and Class A ordinary shares underlying the forward purchase warrants and founder shares. Please see "Description of Securities Registration and Shareholder Rights" for additional information. The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the initial business combination, expenses in connection with our initial business combination or for working capital in the post-business combination company. These purchases will be required to be made regardless of whether any Class A ordinary shares are redeemed by our public shareholders and are intended to provide us with a minimum funding level for our initial business combination. The anchor investors will not have the ability to approve the initial business combination prior to the signing of a material definitive agreement and, if we seek shareholder approval, have agreed to vote their founder shares and any public shares held by them in favor of the initial business combination. The forward purchase securities will be issued only in connection with the closing of the initial business combination. Table of Contents Founder shares On February 4, 2021, our sponsor made a capital contribution of $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 8,625,000 Class B ordinary shares, par value $0.0001. Following a share capitalization on March 1, 2021, our sponsor held an aggregate of 10,125,000 founder shares and then, in connection with entering into the forward purchase agreements, transferred to the anchor investors an aggregate of 750,000 founder shares for no cash consideration. These 750,000 founder shares will not be subject to forfeiture in the event the underwriters' over-allotment option is not exercised. On March 8, 2021, our sponsor transferred 25,000 founder shares to each of our independent directors. These 100,000 founder shares will not be subject to forfeiture in the event the underwriters' over-allotment option is not exercised. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization, a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering plus 6,000,000 Class A ordinary shares to be sold pursuant to the forward purchase agreements. Up to 1,125,000 founder shares are subject to forfeiture by our sponsor, depending on the extent to which the underwriters' over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; Table of Contents our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with our initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed timeframe). If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law and pursuant to our amended and restated memorandum and articles of association, which requires the affirmative vote of shareholders holding a majority of the shares which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the company or a unanimous written resolution of all of our shareholders entitled to vote at a general meeting of the company. In such case, our initial shareholders have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders' founder shares, we would need 10,500,001, or 35.0% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised) of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption "Founder shares conversion and anti-dilution rights" and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Table of Contents Transfer restrictions on founder shares Except as described herein, our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination, at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of ordinary shares issued and outstanding upon the completion of this offering plus the total number of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination (including the forward purchase shares, but not the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Table of Contents Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by the affirmative vote of shareholders holding a majority of not less than two-thirds of the shares which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the company which shall include the affirmative vote of holders of a simple majority of our Class B ordinary shares or by a unanimous written resolution of all of our shareholders entitled to vote at a general meeting of the company. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 5,333,333 private placement warrants (or 5,933,333 private placement warrants if the underwriters' over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($8,000,000 in the aggregate or $8,900,000 if the underwriters' over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not consummate an initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under "Description of Securities Warrants Public Shareholders' Warrants and Forward Purchase Warrants Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00") and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see "Description of Securities Warrants Private Placement Warrants"). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under "Principal Shareholders Transfers of Founder Shares and Private Placement Warrants." Table of Contents Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under "Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00," they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the "sponsor fair market value" (defined below) over the exercise price of the warrants by (y) the sponsor fair market value. The "sponsor fair market value" shall mean the average last reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods of time. Proceeds to be held in trust account Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $300,000,000, or $345,000,000 if the underwriters' over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $10,500,000 (or $12,075,000 if the underwriters' over-allotment option is exercised in full) in deferred underwriting commissions. Table of Contents Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $300,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in non-reimbursed expenses relating to this offering; and Table of Contents any loans or additional investments from our sponsor, its affiliates, our officer or certain of our directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon the completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of fair market value test. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test, provided that in the event that the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Table of Contents Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, officer, directors, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, officer, directors, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See "Proposed Business Effecting Our Initial Business Combination Permitted Purchases and Other Transactions with Respect to Our Securities" for a description of how our sponsor, officer, directors, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (i) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (ii) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (iii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Table of Contents Redemption rights for public shareholders upon the completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Table of Contents Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC's "penny stock" rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination or seek to revise the terms of such business combination. In addition, if accepting all properly submitted redemption requests in connection with an amendment we seek to make to our amended and restated memorandum and articles of association would cause our net tangible assets to be less than $5,000,001, we would not proceed with such amendment or the related redemption of our public shares at such time. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. Table of Contents Units: Number outstanding before this offering 0 Number outstanding after this offering 30,000,000(1) Ordinary shares: Number outstanding before this offering 10,125,000(2)(3) Number outstanding after this offering 39,000,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 5,333,333(1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 15,333,333(1) Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon the completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Table of Contents If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law and pursuant to our amended and restated memorandum and articles of association, which requires the affirmative vote of shareholders holding a majority of the shares which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the company or a unanimous written resolution of all of our shareholders entitled to vote at a general meeting of the company. A quorum for such meeting will be present if holders of one-third of the issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. In such case, our initial shareholders have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders' founder shares, we would need 10,500,001, or 35.0% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised) of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. The quorum and voting thresholds, and the voting agreements of our initial shareholders will make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed initial business combination or vote at all. Our amended and restated memorandum and articles of association will require that at least five days' notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. Table of Contents In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, then, pursuant to our amended and restated memorandum and articles of association, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder's shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders' ability to redeem to no more than 15% of the shares sold in this offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders' ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Table of Contents Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption "Redemption rights for public shareholders upon the completion of our initial business combination," to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released to us from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for the maintenance or expansion of operations of post-business combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination (or such extended time beyond 24 months as a result of a shareholder vote to amend our amended and restated memorandum and articles of association). If we have not consummated an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Table of Contents Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed timeframe). The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor and each member of our management team have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption "Limitations on redemptions." For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, officer, director, director nominee or any other person. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Table of Contents Limited payments to insiders There will be no finder's fees, reimbursements or cash payments made by the company to our sponsor, officer or directors, or their respective affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in the amount of $10,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans that may be made by our sponsor, its affiliates, our officer or certain of our directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor, its affiliates, our officer or certain of our directors or (ii) in connection with or after the consummation of our initial business combination. Audit committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officer or directors, or their respective affiliates, and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled "Management Committees of the Board of Directors Audit Committee." Table of Contents Summary Risk Factors An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled "Risk Factors," alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us or in the future performance of the target business we may acquire. Our independent registered public accounting firm's report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a "going concern." Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. The requirement that we consummate an initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. We may not be able to consummate an initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. Table of Contents If we seek shareholder approval of our initial business combination, our sponsor, officer, directors, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public "float" of our Class A ordinary shares or public warrants. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Nasdaq may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a ``group" of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. (1)The "as adjusted" calculation includes $300,000,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $1,000,000 of cash held outside the trust account, plus $19,500 of actual shareholder's equity as of February 4, 2021, less $10,500,000 of deferred underwriting commissions. (2)The "as adjusted" calculation includes $300,000,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $1,000,000 in cash held outside the trust account, plus $19,500 of actual shareholder's equity as of February 4, 2021. (3)The "as adjusted" calculation includes $10,500,000 of deferred underwriting commissions and $12,553,371 of warrant liabilities, assuming the underwriters' over-allotment option is not exercised. (4)The "as adjusted" calculation includes the "as adjusted" total assets, less the "as adjusted" total liabilities, less the "as adjusted" shareholder's equity, which is set to approximate the minimum net tangible assets threshold of at least $5,000,001 either immediately prior to or upon consummation of our initial business combination. (5)Excludes 27,296,612 Class A ordinary shares sold in the offering which are subject to redemption in connection with our initial business combination. The "as adjusted" calculation includes the "as adjusted" total assets, less the "as adjusted" total liabilities, less the value of ordinary shares that may be redeemed in connection with our initial business combination ($10.00 per share). The "as adjusted" information gives effect to the sale of the units in this offering, the sale of the private placement warrants, repayment of up to an aggregate of $300,000 in loans made to us by our sponsor and the payment of the estimated expenses of this offering and assumes no exercise of the underwriters' over-allotment option. The "as adjusted" total assets amount includes the $300,000,000 held in the trust account for the benefit of our public shareholders, which amount, less deferred underwriting commissions, will be available to us only upon the completion of our initial business combination within 24 months from the closing of this offering. The "as adjusted" working capital and "as adjusted" total assets include $10,500,000 being held in the trust account representing deferred underwriting commissions. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions. If no business combination is completed within 24 months from the closing of this offering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account (less up to $100,000 of interest to pay dissolution expenses) will be used to fund the redemption of our public shares. Our sponsor, initial shareholders, officers and directors have entered into letter agreements with us pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within such time period. Table of Contents RISK FACTORS An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. We are a blank check company newly incorporated under the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues. Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us or in the future performance of the target business we may acquire. Information regarding performance is presented for informational purposes only. Any past experience or performance of our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. Our independent registered public accounting firm's report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a "going concern." As of February 4, 2021, we had no cash and a working capital deficit of $32,750. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management's plans to address this need for capital through this offering are discussed in the section of this prospectus titled "Management's Discussion and Analysis of Financial Condition and Results of Operations." We cannot assure you that our plans to raise capital or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. We may choose not to hold a shareholder vote before we complete our initial business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target business where the consideration we were paying in the transaction was all cash, we would typically not be required to seek shareholder approval to complete such a transaction. Except for as required by Table of Contents applicable law or stock exchange listing requirement, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete. Please see the section entitled "Proposed Business Effecting Our Initial Business Combination Shareholders May Not Have the Ability to Approve Our Initial Business Combination" for additional information. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination. If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Our initial shareholders will own, on an as-converted basis, 20% of the sum of the total number of our issued and outstanding ordinary shares immediately following the completion of this offering plus 6,000,000 Class A ordinary shares to be sold pursuant to the forward purchase agreements. Our initial shareholders also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association will provide that, if we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law and pursuant to our amended and restated memorandum and articles of association, which requires the affirmative vote of shareholders holding a majority of the shares which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the company or a unanimous written resolution of all of our shareholders entitled to vote at a general meeting of the company. A quorum for such meeting will be present if holders of one-third of the issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. As a result, in addition to our initial shareholders' founder shares, we would need 10,500,001, or 35.0% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised) of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Accordingly, if we seek shareholder approval of our initial business combination, the quorum and voting thresholds and the agreement by our initial shareholders to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination. Table of Contents The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC's "penny stock" rules). Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination or seek to revise the terms of such business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If a large number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions and, after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market. Table of Contents The requirement that we consummate an initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate an initial business combination within 24 months from the closing of this offering. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business then we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. The World Health Organization declared the outbreak of COVID-19 a "Public Health Emergency of International Concern" on January 30, 2020 and a "pandemic" on March 11, 2020. The COVID-19 outbreak has resulted in, and a significant outbreak of other infectious diseases could result in, a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continues to restrict travel and limit our ability to have meetings with potential investors or the target company's personnel, vendors and services providers and to consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility and decreased market liquidity. We may not be able to consummate an initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. We may not be able to find a suitable target business and consummate an initial business combination within 24 months after the closing of this offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business Table of Contents combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. If we have not consummated an initial business combination within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and our warrants will expire worthless. See " If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share" and other risk factors herein. If we seek shareholder approval of our initial business combination, our sponsor, officer, directors, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public "float" of our Class A ordinary shares or public warrants. If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, officer, directors, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions. In the event that our sponsor, officer, directors, advisors or their affiliates purchase public shares or warrants in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. The purpose of any such transaction could be to (i) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (ii) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (iii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may Table of Contents be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See "Proposed Business Effecting Our Initial Business Combination Permitted Purchases and Other Transactions with Respect to Our Securities" for a description of how our sponsor, officer, directors, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. See "Proposed Business Effecting Our Initial Business Combination Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights." You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii) the redemption of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering, subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants also will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Table of Contents Nasdaq may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions. We intend to apply to have our units listed on Nasdaq on the date of this prospectus and our Class A ordinary shares and warrants on or promptly after their date of separation. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market capitalization (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, our units will not be traded after the completion of our initial business combination and, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq's initial listing requirements, which are more rigorous than Nasdaq continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, in order for our Class A ordinary shares to be listed upon the consummation of our initial business combination, at such time, our share price would generally be required to be at least $4.00 per share, our shareholders' equity would generally be required to be at least $5.0 million and we would be required to have at least 300 round lot holders (with at least 50% of such round lot holders holding securities with a market value of at least $2,500). If Nasdaq delists any of our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity for our securities; a determination that our Class A ordinary shares are a "penny stock," which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; a limited amount of news and analyst coverage; and a decreased ability to issue additional securities or obtain additional financing in the future. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." Because we expect that our units and eventually our Class A ordinary shares and warrants will be listed on Nasdaq, our units, Class A ordinary shares and warrants will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities. Table of Contents You will not be entitled to protections normally afforded to investors of many other blank check companies. Since the net proceeds of this offering and the sale of the private placement warrants and forward purchase securities are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a "blank check" company under the United States securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the completion of this offering and the sale of the private placement warrants and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if this offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see "Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419." If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a "group" of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, then, pursuant to our amended and restated memorandum and articles of association, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, which we refer to as the "Excess Shares," without our prior consent. However, we would not be restricting our shareholders' ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human Table of Contents and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of this offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. See " If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share" and other risk factors herein. As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies preparing for an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available to consummate an initial business combination. In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive business combinations could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. Of the net proceeds of this offering and the sale of the private placement warrants, only approximately $1,000,000 will be available to us initially outside the trust account to fund our working capital requirements. We believe that, upon the closing of this offering, the funds available to us outside of the trust account, together with funds available from loans from our sponsor, its affiliates or members of our management team, will be sufficient to allow us to operate for at least the 24 months following the closing of this offering; however, we cannot assure you that our estimate is accurate, and our sponsor, its affiliates or members of our management team are under no obligation to advance Table of Contents funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a "no-shop" provision (a provision in letters of intent designed to keep target businesses from "shopping" around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds not to be held in the trust account. In such case, unless funded by the proceeds of loans available from our sponsor, its affiliates or members of our management team, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease. If we are required to seek additional capital, we would need to borrow funds from our sponsor, its affiliates, members of our management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, its affiliates or members of our management team is under any obligation to us in such circumstances. Any such advances may be repaid only from funds held outside the trust account or from funds released to us upon the completion of our initial business combination. Up to $1,500,000 of such loans made available from our sponsor, its affiliates or a member of our management team may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender, which would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, its affiliates or members of our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we have not consummated our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless. See " If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share" and other risk factors herein. In evaluating a prospective target business for our initial business combination, our management may consider the availability of all of the funds from the sale of the forward purchase securities, which may be used as part of the consideration to the sellers in the initial business combination. If the sale of some or all of the forward purchase securities fails to close, we may lack sufficient funds to consummate our initial business combination. We have entered into forward purchase agreements pursuant to which the anchor investors have agreed to purchase an aggregate of 6,000,000 forward purchase shares plus 1,500,000 redeemable warrants for a purchase price of $10.00 per forward purchase share, or $60,000,000 in the aggregate, in a private placement to close concurrently with our initial business combination. The funds from the sale of forward purchase securities may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-business combination company. The obligations under the forward purchase agreements do not depend on whether any public shareholders elect to redeem their shares and provide us with a minimum funding level for the initial business combination. However, if the sale of Table of Contents the forward purchase securities does not close for any reason, including by reason of the failure by some or all of the anchor investors to fund the purchase price for their forward purchase securities, for example, we may lack sufficient funds to consummate our initial business combination. Additionally, the anchor investors' obligations to purchase the forward purchase securities are subject to termination prior to the closing of the sale of the forward purchase securities by mutual written consent of the company and each anchor investor, or automatically: (i) if this offering is not consummated on or prior to December 31, 2021; (ii) if our initial business combination is not consummated within 24 months from the closing of this offering or an extended period; or (iii) if our sponsor or the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of us or our sponsor, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment. The anchor investors' obligations to purchase their forward purchase securities are also subject to fulfillment of customary closing conditions, including the following: (i) our initial business combination must be consummated substantially concurrently with, and immediately following, the purchase of forward purchase securities, and (ii) the Company must have delivered to the anchor investors a certificate evidencing the company's good standing as a Cayman Islands exempted company, as of a date within ten (10) business days of the closing of the sale of forward purchase securities. In the event of any such failure to fund by an anchor investor, any obligation is so terminated or any such condition is not satisfied and not waived by an anchor investor, we may not be able to obtain additional funds to account for such shortfall on terms favorable to us, or at all. Any such shortfall would also reduce the amount of funds that we have available for working capital of the post-business combination company. While each anchor investor has represented to us that it has sufficient funds to satisfy its obligations under the respective forward purchase agreement, the anchor investors are not obligated to reserve funds for such obligations. If the anchor investors purchase large amounts of public shares in the open market, they may attempt to leverage their redemption rights in order to affect the outcome of a potential initial business combination. The anchor investors have redemption rights with respect to any public shares they own, subject to the limitation that under the Company's amended and restated memorandum and articles of association that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of Exchange Act), is restricted from redeeming its public shares with respect to more than an aggregate of 15% or more of the public shares, without the prior consent of the Company. If management proposes an initial business combination that some or all of the anchor investors are not in favor of, such anchor investors may decide to purchase public shares in the open market and seek to leverage their redemption rights to influence whether such business combination can be consummated. This could result in our having to negotiate for more favorable terms for the anchor investors, which could jeopardize our ability to successfully consummate an initial business combination. Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructure our operations or incur impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment. Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence Table of Contents successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value. If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share. Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party's engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not consummated an initial business combination within 24 months from the closing of this offering, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Table of Contents Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our sponsor to reserve for such indemnification obligations nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that our sponsor's only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officer or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders. In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share. We may not have sufficient funds to satisfy indemnification claims of our officer and directors. We have agreed to indemnify our officer and directors to the fullest extent permitted by law. However, our officer and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officer and directors may discourage shareholders from bringing a lawsuit against our officer or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officer and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder's investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officer and directors pursuant to these indemnification provisions. Table of Contents If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages. If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our officer and directors who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,292.68 and imprisonment for five years in the Cayman Islands. We may not hold an annual general meeting until after the consummation of our initial business combination. In accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not Table of Contents be afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business's operations. We may pursue business combination opportunities in any sector, except that we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business's operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officer and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value. We may seek acquisition opportunities in industries or sectors that may or may not be outside of our management's area of expertise. We will consider a business combination outside of our management's area of expertise if a business combination target is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination target, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a business combination target. In the event we elect to pursue an acquisition outside of the areas of our management's expertise, our management's expertise may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the areas of our management's expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value. Table of Contents Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines. Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. We are not required to obtain an opinion from an independent accounting or investment banking firm, and, consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view. Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination. Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses. The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed timeframe. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001844908_shelter_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001844908_shelter_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3485cbf629268999c26451c846d92bd8ce0be4e1
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001844908_shelter_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: Advisors or our Board of Advisors are to members of our advisory board; anchor investors are to certain qualified institutional buyers or institutional accredited investors (none of which are affiliated with any member of our management, our sponsor or any other anchor investor) that have collectively expressed to us an interest in purchasing up to an aggregate of approximately $175 million of units in this offering, as further described herein, and to the extent such purchases are made, will become a member of our sponsor at the closing of this offering; common stock are to our Class A common stock and our Class B common stock, collectively; DGCL are to the Delaware General Corporation Law, as the same may be amended from time to time; directors are to our current directors and director nominees; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our current executive officers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; sponsor are to Shelter Sponsor LLC, a Delaware limited liability company; and we, us, our, company, our company or Shelter are to Shelter Acquisition Corporation I. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly-organized blank check company incorporated on December 11, 2020 as a Delaware corporation. Our business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination target in any stage of its corporate evolution or in any industry or sector, we currently intend to concentrate on identifying businesses that provide technologically innovative solutions to the real estate industry, broadly defined as PropTech. Shelter is a SPAC focused on the PropTech sector seeking to deliver a high growth company that leverages disruptive technology to enact positive change in the real estate ecosystem. We believe the vehicle is mutually beneficial, creating opportunity for investors to access a previously private company, and for the target to efficiently benefit from the public markets. 1 Table of Contents As companies across industries have become technology companies, the real estate industry has all but stood still. Technology penetration in real estate is still only about half of the average across all other industries and venture capital investment in real estate technology, though growing, is still a fraction relative to the size of the overall real estate market. We are acutely aware of the pain points, from the high costs of operating and maintaining property, to paper- and people-heavy processes with high margins for error, and have identified several areas that can be improved with technology. We are focused on removing friction from every level of the real estate ecosystem and are interested in hardware, software and service solutions that can be integrated into existing structures and systems to redefine the built world and how humanity interacts with the natural environment. COVID-19, social injustice, political unrest and climate disasters in 2020 accelerated change in almost all aspects of everyday life, from how and where people live and work, to how people interact with others and ensure each other s safety and wellness. These events will have lasting effects on how people occupy, utilize and interact with space and will influence our future investments. From medicine to transportation, other industries have embraced technology and transformed for the better. Our team members have been at the forefront of these pivotal changes and are looking ahead to what spaces will look like five, ten, and twenty years from now. We are inspired and ready. Our sponsor formed Shelter Acquisition Corporation I around a shared vision for new real estate industry standards: frictionless experiences across all aspects of the value chain. We will leverage our wide-ranging experience as real estate and PropTech investors, operators, and capital markets professionals and tap our network to improve processes at every level, from sourcing, to building more sustainably and improving quality of life. Uninhibited by legacy business ties, we are empowered to act quickly, follow entrepreneurial pursuits and back disruptive technologies reshaping the industry. Our goal is to deliver one or more private companies to the public markets with speed, efficiency and flexibility that only an independent entity with deep domain knowledge can offer today s real estate industry. Investment Thesis and Competitive Strengths The real estate industry is millenia old and the world s largest asset class, representing $3.5 trillion in the U.S. alone, or 13% of GDP. The Internet is only three decades old and Technology is now the largest sector of the S&P 500. Technology moves quickly; real estate does not. Technology has converged with virtually every industry, introducing new levels of speed and cost efficiency, and improving customer experiences. However, the real estate industry is fragmented, intermediated, highly-regulated, inefficient, illiquid, hyperlocal, capital-intensive, and relationship-driven. As such, it is one the least digitized industries and is now in a massive game of catch up in the digital-first world. While technology for the real estate industry, or PropTech, is in nascent stages, the pace of demand, adoption and innovation is accelerating. PropTech players have emerged challenging the archaic status quo from how people search for and buy a home to how structures are built and maintained and the amenities and environmental considerations offered. PropTech is fueling growth, not by adding more square footage, but rather through increased efficiencies to achieve scale. Venture capital investment in PropTech has grown significantly over the past decade, exploding in the past few years. In 2019, investment in the PropTech sector surged to a record high of $31.6 billion, representing 3x year-over-year growth and over 10x growth from 2014. A growing proportion of investment is flowing into later-stage companies, with late-stage financings representing 50% of PropTech venture capital investment in 2019, up from 25% in 2016, an indicator of the sector s growing maturity. Despite the growth in venture capital investment, total dollars invested in PropTech is still dwarfed by the volume of investment flowing through incumbent real estate businesses. The world was forced to reevaluate how and where to occupy space in 2020. Homes, offices, schools, hospitals, public transportation, retail and hospitality and entertainment venues have been reinvented, reutilized, and in some cases, made obsolete, over the last 12 months, and we anticipate another transformation as the world slowly returns to a new normal. From contactless entry and advanced air filtration systems, to virtual tours and remote closings, physical and environmental modifications spurred by COVID-19 have been capital- and resource-intensive and have forced lasting behavioral and operational change. We expect the growth of technologies that have facilitated this change will continue to accelerate and that new products and services will emerge to support the latest iterations of how space is utilized. At the start of 2021, PropTech innovation and investment is showing no signs of slowing down, following a year of seismic real estate shifts. COVID-19 compounded the factors already forcing change in how people interact with the built environment, leading to increased consumer preferences for digital-first and mobile processes, growing appetite for shared 2 Table of Contents experiences, and rising standards for richer amenities, connectivity, engagement, and sustainable living. We believe the PropTech sector is now fully accepted and a robust set of companies have grown to a point that demands consideration of public market capital solutions to fuel their growth trajectories and pursue the coming consolidation opportunities. We believe the public is hungry for disruption. We have witnessed technology transform finance, insurance, transportation, retail, healthcare and cities. We believe the built environment is next. Given the scale and fragmentation of the industry, there is ample room for multiple players in every vertical. We believe we have the ability to identify the obvious and the less obvious PropTech opportunities, and when we do, we know how to negotiate, innovate, and be effective with capital and teams to implement positive change. Collectively, our management team has executed real estate transactions with an aggregate deal value in the tens of billions and has completed over two dozen PropTech or venture capital investments. At the core of Shelter Acquisition Corporation I is a commitment to make the real estate industry more accessible and efficient. We recognize this will require change in both behavior and mindset. To deliver on that commitment, we have assembled a seasoned management team that is thoughtful in its approach, persuasive in its value proposition and nimble in its execution. We will work in lockstep with our Boards of Directors and Advisors, tapping their industry expertise and our collective networks to create an ecosystem of knowledge, access, and support and be a great partner for PropTech companies making the journey from the private to the public markets. Our leadership team and boards have extensive experience building, operating, and investing in real estate and PropTech businesses globally. Our networks across the real estate and PropTech landscape span real estate market owners, operators, developers, lenders, brokers, service providers as well as real estate private equity fund managers, PropTech venture capital fund managers, and PropTech founders. We believe these networks will be instrumental in obtaining access and evaluating investment opportunities. Investment Criteria Our investment strategy is to identify and complete our initial business combination with a company that complements the experience of our management team, board of directors and Board of Advisors and that can benefit from their combined expertise. Our selection process will leverage our team s broad and deep relationship network, unique industry experiences, and proven deal sourcing and execution capabilities. We are seeking to merge with a company that is operating at the intersection of real estate and technology. Our management team will leverage their access to proprietary deal flow, sourcing capabilities, and network of industry contacts to generate opportunities with potential targets. Consistent with this strategy, we have identified the following acquisition criteria and guidelines that we believe are important in evaluating prospective targets. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter our initial business combination with a target business that does not meet these criteria and guidelines. 1. Deliver clear value proposition to the real estate industry: a. Solve a specific problem Software, hardware, sensors, Internet of Things, Artificial Intelligence and Machine Learning to name a few, can reduce the cost of ownership, improve environmental sustainability and enable smarter, data-driven decisions. b. Simplify life Mobile and cloud-based solutions are delivering the convenience our digital-first society expects and demands, i.e. the ability to control everything from the palm of our hand, with a beautiful interface. c. Create flexibility From hard materials to operating systems, we believe real estate can and must be more adaptable than it is today, and be equipped to accept future updates and innovations. d. Make real estate more accessible and equitable Fintech and PropTech solutions are democratizing access to financing, pricing information and services that previously relied on people and privilege. 3 Table of Contents 2. Defensible and scalable business model: We are seeking a business that has a proven track record of financial performance, capital efficiency and attractive unit economics that can deliver outsized contribution margins at scale. 3. Large, growing addressable market: We are seeking a business poised to grow within a substantial total addressable market through defensible, organic growth drivers and potential for strategic, inorganic expansion into new product verticals or geographies. 4. Differentiated offering and competitive market position: We are seeking a business with a differentiated and sustainable competitive advantage as well as meaningful market share and positioning. 5. Experienced management team: We want to partner with a management team that has experience scaling businesses and is public-ready , with respect to structure, governance, control and culture. 6. Benefit from experience and value provided by management team, board of directors and Board of Advisors: We are seeking a business that is receptive to the ways in which our management team, board of directors, and Board of Advisors can add meaningful value, helping a target company accelerate growth post-merger. Our Team Our team is intentionally lean and focused. We are forward thinkers with accomplished track records spanning both real estate and technology, and have sought diverse directors and Advisors to surround ourselves with people who offer unique perspectives, are curious and solution-oriented, and will push us to consider new things. Executive Team Jack Chandler, Chairman & Chief Investment Officer: Jack has 35+ years of experience in global real estate. He currently serves as the Founder of Majesteka Investments Holdings, a private firm founded in 2017 providing integrated strategic leadership and capital for more than a dozen emerging disruptive companies at the intersection of real estate, asset management, and technology. Jack is the former Global Head and Chairman of BlackRock Real Estate (NYSE: BLK), and former Global Chief Investment Officer, as well as Chief Executive Officer and Executive Chairman for the Asia-Pacific region of LaSalle Investment Management, an independent subsidiary of Jones Lang LaSalle (NYSE: JLL). Christopher Keber, Chief Executive Officer and Director: Chris brings 25+ years of advisory, fundraising and investment experience in the real estate industry, most recently as Head of Investments & Strategy at McCourt Global. Prior to McCourt Global, Chris was co-head of Global Capital Markets at Hines, and also held a similar role at Starwood Capital, where he successfully raised capital from sovereign wealth funds, pension funds, private banks and ultra-high net worth family offices. Danion Fielding, Chief Financial Officer: Danion is a seasoned finance and technology executive, with over 20 years of experience, most recently as a public company CFO at Getty Realty (NYSE: GTY) for five years. Additionally, Danion served as an investment banker in the real estate investment banking group at JP Morgan, the financial advisory media and technology group at PwC and the mergers and acquisitions group at Daiwa Securities. Kathleen Collins, Chief Operating Officer: Kathleen brings principal investment experience from leading PropTech VC funds, including Fifth Wall, MetaProp and Industry Ventures. She also represents the fourth generation of her family s real estate development company. Chris Bledsoe, EVP, Strategic Investments: Chris is a co-founder and former CEO of Ollie, a pioneer of the co-living category. Prior to Ollie, Chris spent more than a decade in public markets, both as a buy-side investor at Citadel Investment Group and as a sell-side equity research analyst at JPMorgan, Lehman Brothers and Barclays. 4 Table of Contents Whitney Topping, Chief Communications Officer: Whitney has more than 20 years of PR and marketing experience with technology companies. She will be instrumental in helping to tell our story and to position us with investors, private companies and the wider industry. Nominees for our Board of Directors Anthony Foxx: Anthony serves as the chief policy officer and senior advisor to the president and chief executive officer of Lyft. Prior to joining Lyft, he served as the seventeenth United States Secretary of Transportation from 2013 to 2017. Previously, Anthony served as the mayor of Charlotte, North Carolina, from 2009 to 2013. Erin Lantz: Erin is a technology executive and strategic general manager. She currently serves as the Chief Revenue Officer of Ethos, a fintech company focused on using technology to modernize the life insurance process. Prior to joining Ethos, she was the Vice President and General Manager of Mortgages at Zillow Group where she worked from 2010 through the fall of 2019. Just prior to Zillow, Erin was Senior Vice President at Bank of America where she led the Direct-to-Consumer purchase home loan business. Before entering the mortgage industry, she worked at the Boston Consulting Group. David Panton: David currently serves as a Partner at Navigation Capital Partners, which he co-founded in 2006, and has served as a Managing Partner of SPAC Opportunity Partners, Navigation Capital s SPAC operations group, since its establishment in 2018. Prior to joining Navigation Capital, David was a Vice President at Mellon Ventures. Clelia Peters: Clelia currently serves as a Venture Partner for Bain Capital Ventures. Prior to her role at Bain Capital Ventures, Clelia co-founded MetaProp, a venture capital fund focused exclusively on real estate technology and one of the first sector-specific funds, in June 2015. She has been an editor and contributing author for Inman News, a Florida-based real estate news outlet since 2019. In addition, Clelia has served as president of Warburg Realty since June 2014, managing and growing New York s only remaining independent mid-size real estate brokerage. Clelia serves on the Urban Land Institute (ULI) New York Advisory Committee, is the elected co-chair of the Real Estate Board of New York s RLS Board of Directors (the New York MLS system equivalent), sits on the Board of REBNY s Tech Committee and is a member of the Board of Trustees at Side, Inc. and Mynd Management. Nominees for our Board of Advisors Brad Briner: Brad is the Co-Chief Investment Officer at a large family office managing philanthropic assets. Before joining the family office in 2012, Brad was a Managing Director at Morgan Creek Capital Management. Jennifer Fuller: Jennifer is a Managing Director at Keefe, Bruyette, & Woods and focuses on specialty finance and fintech companies with primary responsibilities for the firm s coverage of the mortgage and housing sectors. Before joining in 2013, Jennifer spent ten years as part of the financial institutions group at Stifel. Jennifer has worked on over 150 completed transactions over the course of her career including M&A, public offerings, restructurings and private placements. Chris Gough: Chris is a Managing Director and member of the executive committee at GCA Advisors specializing in mergers and acquisitions, particularly in the PropTech market. Chris has over 12 years of technology M&A advisory experience. Prior to joining GCA Advisors, Chris was an enterprise software consultant. Kenneth Hubbard: Ken is a Senior Managing Director at Hines, a global real estate investment, development, and management firm. Ken joined Hines in 1974 and has been involved in all phases of acquisition, development, ownership, and management of urban, high-rise office, headquarters, mixed use and urban residential developments with transactions aggregating more than 45 million square feet of commercial real estate valued at more than $25 billion. Sean Muellers: Sean is an advisor to several software companies targeting PropTech and professional services. Previously he was a Managing Director in charge of PropTech investments for the real estate group at Blackstone. Prior to joining Blackstone, he was the Chief US Representative and General Manager at The Wanda Group, China s largest commercial real estate developer and the world s largest cinema operator. Scott Wesson: Scott is Senior Vice President and Chief Digital Officer of UDR (NYSE: UDR), responsible for all digital transformation activities as well as information technology resources. Previously, he was Chief Information/Technology Officer from 2011 to 2020. He has over 30 years of experience developing and deploying technology and process strategies, with a focus on leading change initiatives and driving valuable process improvements for Fortune 500 companies. 5 Table of Contents Matthew Wolpert: Matt is a Portfolio Manager and Managing Director at Almanac Realty Investors, a division of Neuberger Berman. Prior to joining Almanac he was a Principal at V3 Capital Management, a long/short hedge fund focused on value and event-driven investing in real estate securities. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our operational and capital allocation experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Members of our management team will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. In particular, because the founder shares were purchased at approximately $0.004 per share, the holders of our founder shares (including members of our management team that directly or indirectly own founder shares) could make a substantial profit after our initial business combination even if our public stockholders lose money on their investment as a result of a decrease in the post-combination value of their shares of common stock (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination). See Risk Factors Since our sponsor, officers and directors and the anchor investors will lose their entire investment in us if our business combination is not completed (other than with respect to any public shares they may acquire during or after this offering), and because our sponsor, officers and directors and the anchor investors who have an interest in founder shares may profit substantially even under circumstances where our public stockholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific transaction under consideration with a target business with which to consummate our initial business combination. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. 6 Table of Contents Initial Business Combination So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent accounting firm with respect to the satisfaction of such criteria. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. Corporate Information Our executive offices are located at 6 Midland Street, #1726, Quogue, New York 11959, and our telephone number is (631) 553-2164. Upon completion of this offering, our corporate website address will be www.shelteracq.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus forms. You should not rely on any such information in making your decision whether to invest in our securities. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. 7 Table of Contents We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares of Class A common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our shares of Class A common stock held by non-affiliates exceeds $700 million as of the prior June 30. 8 Table of Contents The Offering
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001845022_couchbase_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001845022_couchbase_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001845022_couchbase_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001845184_revolution_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001845184_revolution_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7ed042b918b89034ee4b151f67708d0e598a831b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001845184_revolution_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. This summary does not contain or purport to contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Definitions Unless otherwise stated in this prospectus or the context otherwise requires, references to: alignment shares are to shares of our Class C common stock initially purchased by our sponsor in a private placement prior to this offering and our shares of Class A common stock that will be issued upon conversion thereof as provided therein; amended and restated certificate of incorporation are to our amended and restated certificate of incorporation to be in effect upon completion of this offering; common stock are to our Class A common stock, Class B common stock and Class C common stock; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; founders are to John Delaney and Steve Case, the owners of a majority interest in our sponsor. founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering and our shares of Class A common stock that will be issued upon conversion thereof as provided therein; initial stockholders are to our sponsor and the other holders of our founder shares and alignment shares prior to this offering; letter agreement are to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our directors and officers; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, directors and officers to the extent our sponsor, directors or officers purchase public shares, provided their status as a public stockholder shall only exist with respect to such public shares; RAAC are to Revolution Acceleration Acquisition Corp, a blank check company incorporated as a Delaware corporation whose business purpose is to effect an initial business combination; Revolution are to Revolution LLC, a Delaware limited liability company, and its affiliated entities, excluding our company and sponsor; sponsor are to RAAC Management II LLC, a Delaware limited liability company; warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and we, us, our or our company are to Revolution Acceleration Acquisition Corp II, a Delaware corporation. 1 Table of Contents Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option and the forfeiture by our sponsor of 500,000 founder shares and 750,000 alignment shares. General Revolution Acceleration Acquisition Corp II is a newly incorporated blank check company formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. Our objective is to generate attractive and sustainable long-term returns for stockholders by identifying compelling opportunities and enhancing value through improving operational and financial performance once a business combination is made. Our Company Over the last 15 years, our founders have worked together on several transactions and through multiple disruptive trends that have helped shape today s economic and business landscape. We believe we are on the cusp of another transformation, one that is driven by accelerating technological advancements and, importantly, shaped by increasing regulatory and public policy considerations. While we may pursue an acquisition in any business industry or sector, our company will be focused on target companies that we believe are uniquely positioned to capitalize on the opportunities that can be unlocked by the convergence of innovation, government policy and regulation. Our founders are focused on value creation opportunities at the intersection of two important trends. First, we believe that the impact of government policies on our economic and environmental systems will continue to grow and that government spending, regulation, taxation and public-private partnerships will critically affect the behavior and growth prospects of businesses and the overall ability of investors to generate returns. Second, we believe that rapid technological innovation, a shift to sustainability and the global pandemic will accelerate the adoption of the digital economy, alter individual and business behavior, create new ways of providing healthcare, energy and government services and incentivize the building of domestic supply chains and industries. We believe that these changes will disrupt sectors and markets, reframe investment priorities and usher in an era of increased regulation and public-private collaboration. We believe that our management team has five components to create differentiated value for our shareholders against the backdrop of these trends: 1. Regulatory experience Our management team has had extensive experience navigating complex regulatory environments, insights into shifts in public policy and a network of relationships with experts in these fields. We believe this presents us with the unique ability to identify and shape opportunities unlocked by the changing regulatory and policy landscape, as well as position businesses to be responsive to these opportunities. 2. Unique technology insights Our management team has been at the forefront of innovation for several decades. Our management team includes founders, operators and investors that have led highly disruptive, innovative public companies and built and financed them to scale. Their unique insights have been forged over multiple cycles, and we believe that this creates a significant advantage for us as we evaluate technology and technology-enabled companies that have the potential to disrupt massive industries. 3. Proprietary national network Our management team has not only developed a deep and broad professional network from decades of work as successful operators and investors, but through Steve Case s efforts with Revolution in developing emerging venture ecosystems in communities throughout the United States (e.g., Chicago, Austin, Atlanta, Denver, Philadelphia) our management team also has an extensive proprietary network of relationships with entreprenuers, investors and civic leaders throughout the United States which can potentially source opportunities for our company. 4. Fundamental value In our assessment of potential business combination targets, we intend to focus on the evaluation of business fundamentals and opportunities for operational or capital structure 2 Table of Contents improvements. Our management team has experience in performing fundamental diligence and analysis on cash flows, future earnings and asset valuation. We believe our value-disciplined approach will allow us to identify business combination opportunities that drive attractive returns on capital. 5. Extensive business building experience Our management team has demonstrated operational expertise, as well as expertise in business development and building productive partnerships for companies, and has worked to create and scale public companies, including in highly regulated industries. Members of our management team have successfully executed intricate public market-oriented governance, strategic, operational and financial plans, and have the demonstrated capability to navigate complex regulatory landscapes. As investors, members of our management team have created significant strategic value add by leveraging their unique industry relationships to facilitate company partnerships and business development. We believe this experience and track record will enable us to enhance the value of our target post-business combination through operational performance. We believe that the combination of these five components will enable us to execute on our distinct strategy and create differentiated long-term value for our stockholders. Our founders also offer access to deal flow and expertise from a large and unique network of companies and industry leaders. Our vision is to build upon the great work of other founders, entrepreneurs and early stage investors and transform a business combination target into a platform for rapid growth by leveraging the financial and tactical advantages of a public company listing. We believe our experience will enable us to help the target s management team navigate operational, regulatory, financial and strategic opportunities and challenges and build a high growth and financially successful business. We believe these competitive advantages will allow us to execute on our founders shared vision to create a world class publicly-traded business through our company. Our Sponsor Our sponsor is RAAC Management II LLC, a partnership between John Delaney and Steve Case. John is a seasoned entrepreneur and executive, having founded and successfully led two publicly traded companies. In addition, he served in the U.S. House of Representatives as a representative of Maryland for six years, an experience which provides him with significant insight into the U.S. regulatory environment and legislative process. Steve is the founder of Revolution, which includes a family of investment vehicles comprised of seed, venture and growth funds with an aggregate of over $1.6 billion in committed capital. Steve founded Revolution in 2005 after being a successful entrepreneur, and since then has built an extensive track-record of investing in disruptive companies. John has worked with the Revolution team for over 15 years on a variety of investments and projects and is a senior advisor to Revolution. John and Steve will serve on our board of directors, and John will also serve as our Chief Executive Officer. John and Steve intend to bring to our company the rigorous, thoughtful and creative approach that they developed over the years of identifying and evaluating business combination opportunities. We believe that they bring a highly differentiated set of advantages to potential target companies and their stockholders. Combined, they offer deep and broad sector and regulatory expertise, access to wide professional networks, and extensive experience across private and public markets. Furthermore, our founders intend to leverage the capabilities of the entire Revolution platform to further compound our areas of differentiation and strategy. Although we may pursue target businesses in any industry, we intend to focus on industries that complement our founders backgrounds. We will deploy a proactive, disciplined and thematic sourcing strategy and focus our efforts on companies where we believe the combination of our management team s experience, industry insights, professional relationships, regulatory and policy background and capital markets and deal structuring expertise can be catalysts to enhance the growth potential and value of a target business. We believe this strategy will allow us to provide opportunities for a highly attractive, risk-adjusted return to our stockholders. In December 2020, RAAC, a blank check company incorporated for the purposes of effecting a business combination founded by John and Steve, completed its initial public offering, in which it sold 28,750,000 units, each unit consisting of one share of Class A common stock of RAAC and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A common stock of RAAC, for an offering price of $10.00 per unit, generating aggregate proceeds of $287,500,000. RAAC s units, Class A common stock 3 Table of Contents and warrants currently trade on Nasdaq under the symbols RAACU, RAAC and RAACW, respectively. John is currently the Chief Executive Officer and a director of RAAC and a manager of its sponsor. Steve is currently a director of RAAC and a manager of its sponsor. While RAAC has not yet consummated its initial business combination, on February 24, 2021, RAAC announced that it had entered into a definitive merger agreement with Berkshire Grey, Inc. A special meeting of the RAAC stockholders to approve its business combination with Berkshire Grey, Inc. is scheduled for July 20, 2021. If the proposals at such special meeting are approved, the parties anticipate that the business combination will close shortly thereafter, subject to the satisfaction or waiver, as applicable, of all other closing conditions. John is expected to continue serving on the board of the post-combination company. John Delaney John s background creates distinct competitive advantages in identifying opportunities and executing value enhancing initiatives. As the former chief executive officer of two publicly traded companies, John has demonstrated success as an entrepreneur, operator and industry leader. John also served as a Representative in the U.S. Congress and brings to bear a deep understanding of the U.S. regulatory and policy environment. John Delaney is a seasoned entrepreneur and executive with an extensive history and experience in deal making and capital markets experience. John has successful public market experience. By the age of 40, John founded and led as Chairman and Chief Executive Officer two New York Stock Exchange listed companies. In 1993, John founded HealthCare Financial Partners, Inc. ( Healthcare ), which provided loans to small to mid-sized healthcare service companies. Under John s leadership, Healthcare completed its initial public offering in 1996 and was sold in 1999 for $483 million. During its period as a public entity, HealthCare grew revenues and market capitalization by 6.0x, and 6.2x, respectively. In 2000, John founded CapitalSource Inc. ( CapitalSource ), which provided loans to a wide range of mid-sized businesses. John served as Chairman and Chief Executive Officer of CapitalSource until his decision to pursue public office in January 2012. By that time, CapitalSource had LTM revenues over $500 million, representing a 3.4x increase since its initial public offering, and a market capitalization of approximately $2.0 billion. John also represented Maryland for six years in the U.S. House of Representatives where he was a member of the Financial Services, Joint Economic and Steering and Policy Committees and was Co-President of his freshman class of 85 new members. In 2019, John stepped down from Congress to run for the Democratic nomination for President of the United States. John is currently the Executive Chairman of Congressional Bancshares, Inc., a community bank operating several specialty lending businesses. We believe John s history as founder and Chief Executive Officer of two public companies and as a public servant creates a competitive advantage in sourcing attractive business combination opportunities with a compelling industry backdrop and an opportunity for transformational growth. We also believe John s highly-regarded reputation and commitment to our company as its Chief Executive Officer and to our sponsor will create a significant advantage as we engage in dialogue with potential targets and seek to effectuate a combination. Furthermore, we believe that John s public market experience and ability to execute value-enhancing initiatives will create long-term value for our stockholders post-business combination. John is also the Chief Executive Officer and a director of RAAC and a manager of its sponsor. Revolution Revolution is a leading investment firm with a mission to find and invest in market-leading companies that create significant value for stakeholders. Revolution s family of funds currently has over $1.6 billion in committed capital and a demonstrated track-record of backing companies that define industries. Revolution was founded in 2005 by Steve Case. Steve is among the most successful and recognized entrepreneurs of his generation, having co-founded and served as the Chief Executive Officer of America Online Inc. ( AOL ) in 1985 and built it to become one of the first Internet companies to go public. Since then, Steve has been an active investor in start-ups and expansion-stage private companies, both personally and as a co-founder of Revolution s fund business. 4 Table of Contents In 2011, Revolution started its institutional fund business when Steve Case and Ted Leonsis partnered to launch Revolution Growth. Ted is the founder, Chairman, principal partner and Chief Executive Officer of Monumental Sports & Entertainment, a private partnership that owns and operates NHL s Washington Capitals, NBA s Washington Wizards and WNBA s Washington Mystics. Having worked together at AOL and subsequently co-invested together in numerous start-ups, Steve and Ted combined their experience as successful chief executive officers and investors to invest in and support emerging growth companies as hands on business builders through Revolution Growth. Today, Revolution s fund investment platform is comprised of three separate and distinct investment areas: Revolution Growth, Revolution Ventures and Rise of the Rest Seed. Revolution is led by twelve partners, each with deep sector expertise and extensive investment experience. Together, the family of funds provides investment solutions to founders at every stage of a company s lifecycle. Revolution Growth is a growth equity investor with almost $1.0 billion in committed capital across two funds. Revolution Growth is focused on technology-enabled businesses that disrupt existing, multi-billion dollar industries and can create significant value for stakeholders. Since being founded in 2011, Revolution Growth has assembled a team with extensive business experience, vast personal and professional networks, and a common vision for identifying, investing in and building disruptive, technology-enabled businesses. Revolution Growth has a demonstrated record of sourcing compelling opportunities, smartly structuring investments, attracting world-class talent to management roles and boards, rapidly building companies, and executing successful liquidity events. Revolution Ventures was launched in 2013 to focus on earlier stage opportunities. Revolution Ventures focuses on early-stage venture capital investments in both large consumer and enterprise markets in which technology provides a competitive advantage. Revolution Ventures involvement with companies goes beyond capital. The Revolution team focuses on building true partnerships with founders and management teams by working closely with companies on their business models, helping companies scale through partnerships and sharing their experiences in helping companies develop into world-class brands. Today, Revolution Ventures has raised two funds with combined committed capital of over $400 million. Rise of the Rest Seed was launched in 2017 to pursue Steve Case s thesis that the acceleration of technology adoption and innovation in more traditionally non-tech industries would result in significant growth of investable opportunities outside the coastal tech hubs of Silicon Valley, Boston and New York City, which historically attracted the majority of all venture capital dollars in the United States. Rise of the Rest Seed is focused on investing in early seed stage companies and has raised two funds with a combined committed capital of $300 million. Rise of the Rest Seed typically invests alongside regional or industry-focused co-investors who are deeply connected, well respected in the industry, and have the expertise to be supportive to early stage venture investments. Across these funds, the partners of Revolution played an active role in identifying opportunities and helping develop leading companies across Revolution s investment portfolio, including: Tempus Given the advent of low cost computing power and ever growing data sets, Revolution has spent significant time investigating both horizontal and vertical applications of Artificial Intelligence ( AI ) and Machine Learning technology. In 2017, serial entrepreneur Eric Lefkofsky approached Revolution Growth about co-leading an investment in his new health care company, Tempus, which utilizes AI and Machine Learning. Ted Leonsis and Eric had a longstanding relationship since Ted was an early investor and longtime board member of Eric s prior company, Groupon. Revolution had the opportunity to invest in Tempus alongside a single other investor in a highly proprietary process. Today, Tempus has built one of the world s largest library of clinical and molecular data and an operating system to make that data accessible and useful, assisting physicians to make real-time, data-driven decisions to deliver personalized patient care and, in parallel, facilitating discovery, development, and delivery of optimized therapeutic options for patients. CLEAR (NYSE: YOU) CLEAR is a consumer identity platform that uses biometric technology to authenticate personal information and credentials aimed to transform the way people live, work and travel. CLEAR s core product is a subscription service that gives members access to a premium screening lane at airport security checkpoints, thereby reducing wait times through the use of CLEAR s biometric-enabled identification kiosks. Revolution first met the CLEAR s Chief Executive Officer, Caryn Seidman Becker, after she bought CLEAR out of bankruptcy, and continued developing the relationship over subsequent years while actively tracking the company. Revolution viewed CLEAR as 5 Table of Contents combining a unique mix of operational excellence with a track record of successfully navigating public and private partnerships with the Transportation Security Administration and airport authorities, and Revolution believed in the network effects of the business if CLEAR could prove customer use cases outside the airport. In 2018, when CLEAR reached meaningful scale and demonstrated early proof points outside of airports, Revolution was able to participate in an off-market, insider-led financing of CLEAR because of the relationship built with its Chief Executive Officer. On June 30, 2021, CLEAR debuted on the NYSE through a traditional IPO. TalkSpace (Nasdaq: TALK) Revolution had long searched for consumer-centric healthcare businesses using technology to address significant health needs and improve customer experiences. After meeting TalkSpace s founder in 2017, Revolution was impressed by the founder-led mission of the company and also startled by the significant gap between Americans with diagnosable mental health conditions and those that receive adequate treatment. Revolution viewed Talkspace s digital healthcare platform as unique in facilitatating behavioral therapy to consumers by matching patients to licensed therapists and removing the stigma of mental health treatment by offering a digital alternative to traditional face-to-face therapy and psychiatry services. Once Revolution saw proof of the company s ability to expand its consumer business into commercial opportunities with employers and health plans, Revolution Growth led TalkSpace s Series D round, which was enabled by the strong relationships Revolution had built with the founder. In June 2021, TalkSpace closed on a definitive merger agreement with Hudson Executive Investment Corp., a special purpose acquisition company, and commenced trading on June 23, 2021. BigCommerce (Nasdaq: BIGC) BigCommerce is a category leading e-commerce software-as-a-service platform that helps businesses of all stages build and manage an online store using an affordable turnkey solution. The company offers flexibility for customers with product customizations and no transaction fees on its payment options, giving optionality to growing businesses. Since its initial investment in 2013, Revolution has supported BigCommerce on its successful journey to expand platform functionality, transition its customer base up-market from the SMB segment and build an excellent leadership team and company culture in Austin, Texas all of which helped put the company on track to execute a successful initial public offering in August 2020. Sweetgreen Sweetgreen is a healthy-living, fast-casual restaurant chain. Founded in 2007 by three college classmates in Washington, D.C., the company is now headquartered in Culver City, CA and has more than 100 locations across the United States. In addition to strong unit economics, Sweetgreen has differentiated itself in the restaurant space with sophisticated digital ordering capabilities, healthy and mission-based brand positioning, new and smaller store formats, locally focused supply chain and lifestyle marketing via live events and social media. With Revolution s investment in the company, Steve Case joined Sweetgreen s board of directors. Since its initial investment in 2013, Revolution has been actively involved in evaluating and recruiting numerous executives and board members for Sweetgreen. Over the years, Revolution has made investor introductions which have led to significant funding rounds for the company. DraftKings (Nasdaq: DKNG) Given Revolution s deep roots in the sports, media and entertainment sectors, Revolution Growth has actively explored investable opportunities across the entire landscape. Before investing in DraftKings in 2016, Revolution Growth observed the Daily Fantasy Sports category for several years and closely tracked the DraftKings team for over a year via close relationships with certain company investors and board members. Revolution developed a meaningful relationship with the company, while constantly relying on internal expertise within the intersection of sports and policy to refine its investment thesis and deliver value. Eventually, based on internal diligence work supporting DraftKings growth potential, strong unit economics and path to increased regulatory clarity, Revolution decided to co-invest in a round alongside existing DraftKings investors. DraftKings subsequently raised multiple private financing rounds at increasingly higher valuations, cementing its success as one of the leading U.S. Daily Fantasy Sports companies and its rapidly growing business in online sports gaming and casino products. In April 2020, DraftKings completed a successful public listing on NASDAQ via a reverse merger with a special purpose acquisition company and has since seen its share price more than double. We believe that the prominence of Steve Case, Revolution and the Rise of the Rest brand, as well as Revolution s extensive network of companies, investors and entrepreneurs, will provide us with a significant competitive advantage in sourcing. Revolution s partners have created a highly differentiated network with access to 6 Table of Contents founders and leaders across disruptive start-ups, the investment community and Fortune 1000 companies. We also plan to capitalize on Revolution s prominent network, which we believe will create a distinct edge in accessing high quality investment opportunities. Furthermore, the Revolution family of funds can serve as a source of proprietary insight and deal flow. Based on the consistent level of high quality and high volume deal flow Revolution has seen in the market over the past few years, we believe Revolution can provide compelling opportunities for potential business combination targets. In addition, through its demonstrated track-record of creating long-term value, hands-on approach and well-regarded brand, Revolution has become a valuable partner for disruptive companies across the venture ecosystem. We plan to leverage the position and connectivity of Revolution to help effectuate a business combination that is value-disciplined will provide long-term value for our stockholders. Steve Case Steve Case co-founded Revolution in 2005, where he serves as Chairman and Chief Executive Officer. In his capacity as a Founding Partner and member of the investment committees of Revolution Growth, Revolution Ventures and Rise of the Rest Seed Fund, Steve partners with visionary entrepreneurs to help them develop new businesses with long-term growth potential. Steve s entrepreneurial career began in 1985 when he co-founded AOL. Under his leadership, AOL reached a peak market capitalization of more than $200 billion. AOL was one of the first Internet companies to go public and delivered more than 11,000 percent return to public stockholders in the 1990s. In 2000, Steve negotiated the merger of AOL and Time Warner in a transaction that gave AOL stockholders a majority stake in the combined company. To facilitate the merger, Steve agreed to become Chairman of the combined entity. Steve s passion for helping entrepreneurs remains his driving force in leading Revolution and in his civic activities. He served as the Chairman of the Startup America Partnership an effort launched by President Obama to accelerate high-growth entrepreneurship throughout the nation. He was a vocal advocate of the JOBS (Jumpstart Our Business Startups) Act, which reformed certain U.S. securities laws in an effort to increase access to capital markets by small businesses, and is active in advocating on behalf of immigration reform. Steve launched his Rise of the Rest initiative in 2015, a nationwide effort to work closely with entrepreneurs in emerging startup ecosystems. Steve is also a director of RAAC and a manager of its sponsor. Market Opportunity While we may pursue an acquisition in any business industry or sector, our company will be focused on target companies that we believe are uniquely positioned to capitalize on the opportunities that can be unlocked by the convergence of innovation, government policy and regulation. Healthcare, financial services, consumer products, infrastructure, government to private sector transitions and media are large markets containing many companies we believe have long-term growth potential driven by disruption and significant regulatory and public policy considerations that we believe can be unlocked with the experience to guide them through their next phase of growth. In our judgment, technology is not a sector, but a catalyst and a competency and it will be a critical component in our evaluation of any potential business combination opportunity. Healthcare Digitization, consumerization, data accessibility and reforms are redefining healthcare. However, while medical innovation and new business models can transform lives, structural challenges within the U.S. healthcare industry limit access, affordability and quality. We believe that John Delaney s relationships with healthcare providers and tech-enabled businesses, coupled with his deep understanding of the regulatory environment, will provide us with a competitive advantage in identifying business combination opportunities across the complex and multi-layered U.S. healthcare industry. Furthermore, Revolution has sector expertise through investments such as Talkspace and Tempus. Sports, Media and Entertainment We believe that changes resulting from the COVID-19 pandemic in consumer behavior will endure and create long-term growth prospects across the sports, media and entertainment sectors. We believe that our founders are well positioned to generate proprietary and quality deal flow in this category that may present us with opportunities for business combination targets. For many years, Revolution has closely followed the changing landscape of sports, sports 7 Table of Contents betting, e-sports, media and entertainment and the ways in which technology is disrupting the ways in which consumers interact with sports and sports content. Additionally, Revolution s partners have extensive access to professional sports leagues, team owners and sports media investors. Previously, Revolution s expertise and access created opportunities for it to invest in three high-performing assets in this category: Sportradar, DraftKings and Scopely. Consumer and Food We believe we will gain significant credibility as value-add partners with attractive deal flow in this sector through Revolution. Revolution has invested in two category-leading fast casual restaurant brands, Sweetgreen and Cava, which has led to consistent inbounds from high-growth restaurant and food companies. We also believe that Revolution s investments in CustomInk, CLEAR, Glowforge and Orchard, which are each tech-enabled, consumer-facing companies, also give us market credibility to look at other emerging consumer brands and services. Financial Services Technology is redefining financial services. We believe that emerging technologies will bring about new innovation in the financial services sector, resulting in disruption of existing participants and creating opportunities for service providers needed to help incumbents stay relevant. We believe that John Delaney s experience as the founder, Chairman and Chief Executive Officer of two public financial service companies will help us capitalize on opportunities in this sector. Revolution s track record in the financial services industry includes its investment in Tala, a company that is providing loans to millions of people in developing countries around the world. We expect to favor opportunities with certain industry and business characteristics, including: Growth driven by the acceleration of the digitalization of the U.S. economy, U.S. policy that encourages investing in U.S. industrial capacity, changes in work, healthcare and education and sustainability as a driver of long term value creation; Opportunity for disruption; Competitive returns on capital dynamics; and Consolidation opportunities. Key business characteristics include strong and public market ready management teams, high barriers to entry or significant streams of recurring revenue, opportunity for operational or balance sheet improvement, opportunity for enhanced market positioning and visibility that comes with a public market listing, attractive margins and free cash flow, and technological leadership. We will also consider opportunities where our capital can solve a significant financing need driven by market disruptions or other balance sheet issues that require a recapitalization of an otherwise healthy business. Business Strategy Our business strategy is to identify and complete our initial business combination with a company that complements the experience of our management team and can benefit from its expertise and relationships. Our selection process will leverage our founders relationship network, experiences and deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network and insights have been developed through our founders extensive experience and demonstrated success in business, investing and public, including: A track record of building industry-leading and financially disciplined companies in the lending and credit industries; Successful acquisitions and the creation of strong financial results and enhanced strategic positions; Experience building boards of directors, navigating complex regulatory environments, deploying value creation strategies, recruiting world-class talent and delivering operating efficiency; A deep understanding of macro geo-political trends; 8 Table of Contents An extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies with transition to public ownership; and A track record of creating and growing multi-billion-dollar platforms in the public markets and structuring innovative financial solutions. Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies that we believe: Utilize our founders network of contacts, which we believe will provides access to differentiated deal flow, industry analysis and deal-sourcing capabilities; Have enhanced growth prospects based on the acceleration of the digitalization of the U.S. economy or from changes in U.S. public policy to encourage the reshoring of U.S. manufacturing; Are at an important inflection point, such as requiring additional capital, management expertise, or public market scale to capitalize on their momentum; Are fundamentally sound companies that are underperforming their potential; Are growth-oriented, market-leading companies within their industries; Exhibit unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; Have been materially impacted by possible market dislocations and would benefit from capital markets access; Operate with a high standard with respect to environmental, social and corporate governance criteria; and Offer an attractive risk-adjusted return for our stockholders. Our Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. Our search for a business combination, ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected the COVID-19 outbreak. See Risk Factors Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak and the status of debt and equity markets. We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm or from an independent accounting firm that such initial business combination is fair to our company from a financial point of view. Each of our sponsor, directors and officers will, directly or indirectly, own founder shares, alignment shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. 9 Table of Contents We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Past experience or performance of Revolution or our sponsor, officers or directors and their respective affiliates is not a guarantee of either (1) our ability to successfully identify and execute a transaction or (2) success with respect to any business combination that we may consummate. You should not rely on the historical record of Revolution or our sponsor, officers or directors or their respective affiliates as indicative of future performance. See Risk Factors Past performance by Revolution or our sponsor, officers or directors and their respective affiliates may not be indicative of future performance of an investment in the company. No member of our management team has any experience operating special purpose acquisition companies. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties will materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. John Delaney, our Chief Executive Officer, is also the Executive Chairman of Congressional Bancshares, Inc. and a party to a non-competition agreement with Congressional Bancshares. For our business combination, we intend to focus on industries that complement John s background in the financial services, healthcare, technology and consumer and media sectors. As a result of John s non-competition agreement, certain companies and businesses that we may target for an initial business combination will be limited. See Risk Factors John Delaney, our Chief Executive Officer, is a party to a non-competition agreement that will limit certain companies and businesses that we may target for an initial business combination. This could negatively impact our prospects for an initial business combination. Steve Case, a director and one of our founders, is the founder of Revolution, where he serves as Chairman and Chief Executive Officer, as well as a member of the investment committees of Revolution Growth, Revolution Ventures and Rise of the Rest Seed. In this capacity, Steve is subject to a contractual duty to offer Revolution certain investment opportunities that meet the investment criteria of the various investment funds, vehicles and other accounts sponsored by Revolution. To the extent that an investment opportunity with respect to a business that would otherwise be suitable for our business combination is first presented to Steve where such a duty exists, he would be required to pursue such investment opportunity through the applicable Revolution fund or vehicle, and such business would not be available to us for our business combination. See Risk Factors Steve Case, a director and one of our founders, is subject to various duties to offer certain investment opportunities to one or more entities before our company. Revolution may become aware of a potential business combination opportunity that may be an attractive opportunity for our company. However, Revolution is not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services to our company. Revolution s role with respect to our company is expected to be primarily passive and advisory in nature. Revolution has fiduciary and contractual duties to its investment vehicles and to certain companies in which Revolution has invested. As a result, Revolution may have a duty to offer business combination opportunities to certain Revolution funds before other parties, including our company, and may seek to engage in transactions with businesses that could have otherwise been attractive business combination opportunities for us. Additionally, certain companies in which Revolution has invested may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination. Transactions of these types may present a conflict of interest because Revolution may directly or indirectly receive a financial benefit as a result of such transaction. See Risk Factor Revolution is not under any obligation to source any potential opportunities for our initial business combination. Revolution may have a duty to offer business 10 Table of Contents combination opportunities to certain Revolution funds before other parties, including our company, and may seek to engage in transactions with businesses that could have otherwise been attractive business combination opportunities for us. Our directors and officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See Risk Factors Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Initial Business Combination Nasdaq listing rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account). We refer to this as the 80% of fair market value test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion that the price we are paying is fair to the company from a financial point of view. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target business or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test. If our initial business combination involves more than one target business, the 80% of assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of fair market value test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. 11 Table of Contents Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. Our executive offices are located at 1717 Rhode Island Avenue, NW 10th floor, Washington, D.C. 20036 and our telephone number is (202) 776-1400. Upon completion of this offering, our corporate website address will be www.revolutionaac.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. 12 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001845580_tcv_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001845580_tcv_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..077879496d146c168444244e2391326f21fd9f59
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001845580_tcv_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Assets Under Management , or AUM are to that as estimated as of February 1, 2021, and reflect the unaudited fair value of the investments held by our funds and co-investment entities managed by us, plus the capital that we are entitled to call from investors in those funds and entities pursuant to the terms of their respective capital commitments. For the purpose of the aforementioned calculation, private investments are valued as of December 31, 2020 and public investments are valued as of February 1, 2021. Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; former sponsor are to TCV Acquisition Holdings, a Cayman Islands limited liability company; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); management or our management team are to our executive officers and directors (including our directors nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement shares are to the shares to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; sponsor are to TCV Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership; TCV are to TCMI, Inc., an affiliate of our sponsor; and we, us, our, company or our company are to TCV Acquisition Corp., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MARCH 29, 2021 PRELIMINARY PROSPECTUS $350,000,000 TCV Acquisition Corp. 35,000,000 Class A Ordinary Shares TCV Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our Class A ordinary shares, par value $0.0001 per share, which we refer to as our public shares, at an initial public offering price per share of $10.00. The underwriters have a 45-day option from the date of this prospectus to purchase up to 5,000,000 additional public shares to cover over-allotments, if any. Unlike other initial public offerings of special purpose acquisition companies, investors in this offering will not receive any warrants (which would typically become exercisable following completion of our initial business combination). We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing of this offering but have not completed our initial business combination within such 24 month period), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, TCV Acquisition Holdings, L.P., has agreed to purchase 1,000,000 Class A ordinary shares (or 1,100,000 Class A ordinary shares if the underwriters over-allotment option is exercised in full), at a price of $10.00 per share, in a private placement to occur concurrently with the closing of this offering. The private placement shares are identical to the Class A ordinary shares sold in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders currently own 10,000,000 Class B ordinary shares, up to 1,250,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law or the applicable rules of the Nasdaq Capital Market, or the NASDAQ, then in effect. Currently, there is no public market for our securities. We have applied to have our Class A ordinary shares listed on NASDAQ under the symbol TCVA. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 29 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per share Total Public offering price $10.00 $350,000,000 Underwriting discounts and commissions(1) $0.55 $19,250,000 Proceeds, before expenses, to us $9.45 $330,750,000 (1) Includes $0.35 per share, or $12,250,000 in the aggregate (or $14,000,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement shares described in this prospectus, $350,000,000, or $400,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per share in either case), will be deposited into a U.S. based trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the shares for sale on a firm commitment basis. The underwriters expect to deliver the shares to the purchasers on or about , 2021. Book-Running Managers Citigroup Goldman Sachs & Co. LLC Morgan Stanley The date of this prospectus is , 2021 TABLE OF CONTENTS Our Company General We are a newly organized blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. Our sponsor is an affiliate of TCMI, Inc. (more commonly known as Technology Crossover Ventures or TCV ), a technology-focused growth equity investment firm based in Menlo Park, CA, with approximately $24 billion of estimated unaudited assets under management ( AUM ) as of February 1, 2021. All of the members of our management team are General Partners of TCV. We intend to pursue an initial business combination with a high-quality growth company that has the potential to become a market leader. We will apply our experience in sourcing and executing transactions to identify and negotiate a combination with what we believe is an exceptional business. Our team has extensive expertise in the software, internet, and financial technology ( FinTech ) sectors, and we expect that our ultimate target will be in one of those fields, although we may consummate a transaction with a business in a different industry. In recent years, private technology companies have created extraordinary value through rapid growth at significant scale. Innovative firms are leveraging new technologies such as cloud computing and artificial intelligence to disrupt traditional industries and establish new markets. Furthermore, the global COVID-19 pandemic has accelerated digital transformation across the globe, providing a tailwind for technology disruptors across all industries. As the world adapts to the new normal and continues to adopt these newly created solutions and services, we believe that technology companies with the right market fit are positioned to benefit from significant value creation. Despite these large market opportunities, technology companies have been remaining private for longer. Availability of private capital has enabled these businesses to grow at scale to unicorn valuations and beyond. We believe these investment opportunities will be attractive to public investors and that we are ideally positioned to take these companies public. Technology companies in their growth stage benefit materially from being publicly-traded. Newly public companies benefit from expanded access to capital markets, a more liquid currency for potential acquisitions and growth capital and increased brand awareness. In addition, a business combination with TCV Acquisition Corp. would provide such companies with additional benefits including a more expeditious route to the public markets, an opportunity to broadly share growth plans through filed forecasts, and earlier certainty of capital through the inclusion of a potential PIPE, when compared to a traditional IPO. Partnering with our management team, who are known for supporting high-growth technology companies, provides an attractive mechanism to go public. We believe our deep industry expertise and investor network, combined with our long-standing track record of investing in and partnering with growth-stage technology companies, will resonate with a broad range of potential combination candidates. Technology Crossover Ventures Founded in 1995, TCV was established with a clear vision: to capture opportunities in the technology market through a specialized and consistent focus on investing in high-growth companies. Since inception, the firm has built a track record of successfully backing many businesses that have developed into dominant industry players across internet, software and FinTech. Examples of TCV investments include Airbnb, Alarm.com, Avalara, ByteDance, Facebook, GitLab, GoFundMe, Green Dot, Netflix, Nubank, Payoneer, Peloton, Rapid7, Revolut, Splunk, Spotify, Twilio and Zillow. TCV has successfully executed over 350 investments of varying structures, including mid-stage, late stage and public company investments. For more than 25 years, TCV has helped build industry-leading companies by creating long-term relationships with CEOs and founders of businesses that have achieved product-market fit and TABLE OF CONTENTS are ready to scale. As experienced investors and board members, TCV provides companies with growth capital, industry expertise, and support in scaling their businesses and executing on their visions. Since its inception, TCV has successfully taken 65 companies public, often reinvesting at the IPO and continuing to support them as public shareholders. The team has extensive experience advising and supporting companies through the IPO process, and understands how to help companies through varied market conditions and economic cycles. We believe the firm derives unique and differentiated insights thanks to its experience partnering with both private and public market leaders, making TCV a valued partner in our endeavour to find and execute an initial business combination. As an affiliate of our sponsor, TCV will be providing us with resources and expertise. We will leverage TCV s investment team s capabilities, relationships, network, and deal pipeline to support us in the identification and diligence of potential targets for the initial business combination. Our Management Team Our management team is led by Jay Hoag (our Chairman of the Board), Woody Marshall and Jake Reynolds Jr. (our Co-CEOs), Ric Fenton (our President), and Erez Elisha (our CFO). Mr. Hoag co-founded TCV in 1995 and has been a venture capitalist and technology investor for more than 37 years. Prior to founding TCV, he was a Managing Director at Chancellor Capital Management, where he spent more than 12 years as a technology-focused venture capitalist and fund manager. Mr. Hoag currently serves on the board of directors of Electronic Arts, Netflix, Peloton, TripAdvisor, and Zillow, among others. He has been involved in a large number of technology investments, including Altiris, Expedia, Facebook, Fandango, and Groupon. Mr. Hoag received a B.A. in Economics and Political Science degree from Northwestern University and an M.B.A. from the University of Michigan. Mr. Marshall joined TCV in 2008 and has been working in the venture capital industry since 1995. He focuses on investments in the FinTech, internet, and digital media & entertainment industries. Prior to joining TCV, Mr. Marshall spent 12 years at Trident Capital, a leading venture capital and private equity firm, where he focused on the payments, internet, and mobile markets. He currently serves on the board of directors of GoFundMe, Newsela, Payoneer, Retail Merchant Services, Sojern, Spotify, and Nerdy (fka Varsity Tutors). Mr. Marshall has been involved in a large number of other technology investments including Airbnb, Dollar Shave Club, Groupon and Netflix. He received a B.A. in Economics from Hamilton College and M.B.A. from the J.L. Kellogg Graduate School of Management and Northwestern University. Mr. Reynolds joined TCV in 1997 and has been a venture capital and technology investor since 1993. Prior to joining TCV, he was with General Atlantic Partners and a member of the M&A group at Lazard Freres & Co. Mr. Reynolds has extensive investment experience in multiple technology sectors with a primary focus on SaaS software and tech-enabled services industries. He is currently on the board of directors of OneSource Virtual, and Watermark. Mr. Reynolds has been involved with numerous other technology investments including Brightmail, Capella Education Company, Genesys, Global 360, OSIsoft, IQMS, Venafi, Webroot, and Zillow, among others. Mr. Reynolds received an A.B. in Geography from Dartmouth College and an M.B.A. from Columbia Business School. Mr. Fenton joined TCV in 2008 and serves as Chief of TCV s Investment Operations. In this role, Ric oversees TCV s Legal, Compliance, Capital Markets, and other investment and portfolio support functions, bringing his transactional expertise to bear across all of TCV s market sectors, advising and guiding deal teams throughout the investment process. He also serves as the firm s Chief Legal Officer and Chief Compliance Officer and is responsible for transaction execution, fund formation, partnership matters, compliance and other legal and administrative functions. Prior to joining TCV, Ric was an attorney in the Palo Alto and New York offices of Simpson Thacher & Bartlett LLP, where he advised leading private equity firms, corporations, and investment banks on a wide range of M&A and securities law matters, including public and private leveraged buyouts, stock and asset acquisitions and dispositions, joint ventures, minority co-investments, securities offerings, and PIPE financings. Mr. Fenton received a B.B.A. in Finance from the University of Michigan and a J.D. from the Duke University School of Law. Mr. Elisha joined TCV in 2019, bringing more than 20 years of experience of working with global financial institutions. He currently serves as Chief Financial Officer of TCV, leading the firm s global finance, treasury, valuation, tax, and corporate development functions. Prior to joining TCV, Mr. Elisha was an Executive TABLE OF CONTENTS Managing Director and Chief Accounting Officer for Sculptor Capital Management, where he managed the Public Entity, Corporate Finance, and Accounting teams. He has also held VP of Finance roles in the Asset Management Divisions at Morgan Stanley and J.P. Morgan. Mr. Elisha received a B.S. in Accounting from Florida Atlantic University and an M.B.A. from the University of Miami. Mr. Elisha is a Certified Public Accountant. Our Business Strategy Our business strategy is to identify and complete a business combination that creates long-term value for our shareholders. Our investment team is well positioned to successfully identify attractive opportunities with growth-stage technology companies. With our prior investment experience and track record, we are confident that we will successfully execute an initial business combination. We believe that applying TCV s approach to investing, and leveraging TCV s network, resources and expertise, will help our management team execute on our business strategy: Thematic microspecialization. TCV identifies attractive technology investment opportunities by establishing specialist-level domain expertise in sub-sectors experiencing powerful secular shifts. This specialized knowledge naturally deepens as the firm continually invests in those fields. Top-down thematics on over 100 microspecializations and over 350 investments have guided TCV s asset selection and helped the firm generate premium returns. Growth mindset. TCV looks to partner with future market leading companies with several years of sustained growth, with a history of customer trust and engagement and a business model that is reflective of the value they provide. These companies often have potential for a sustained category leadership position, and we will leverage TCV s experience in identifying growth-stage companies with the potential to become market leaders. End-to-end operating approach. We will aim to deploy firmwide resources to deploy operational improvements and help the company generate revenue-driven returns. We will leverage TCV s decades of experience supporting high-growth companies to provide industry and operational expertise, access to a world-class network, and data-driven insights to accelerate the company s efforts as they scale. Management-focused, partnership-oriented approach. We will aim to align with the strategy and goals of the management team we partner with. By partnering with existing management, we believe that we can build upon management s existing traction and support them as they strive to achieve category leadership, while minimizing the business disruption associated with a leadership transition. Deep, fundamental analysis of the company and domain. TCV spends a significant amount of time conducting primary due diligence to gain a deep understanding of the company, its sub-sector and how the company fits their broader investment thesis. A developed perspective helps us better select opportunities and support executive teams. Long investment horizon. TCV is a long-term investor, often expanding its positions as others exit. TCV s goal is to help transform companies into industry leaders, and to be a lifecycle investor along the way. We will target companies where we can be a long-term partner, supporting their path towards market leadership. With over 350 investments made in 25 years of history, we believe that TCV s track record of identifying and executing investments provides us with a valuable resource and puts us in a strong position to execute on a successful business combination. We believe our track record of investing in technology companies and supporting them as they realize their potential as market leaders differentiates us as a potential partner for a leading high-growth technology company. After the business combination is complete, we intend to work alongside the management team as they begin their next stage of growth as a public company. TABLE OF CONTENTS Our Acquisition Criteria We have identified the following attributes and guidelines to evaluate prospective target businesses. We may decide, however, to enter into our initial business combination with one or more target businesses that does not meet these criteria and guidelines or that is not similar to the investment targets of other investment vehicles advised by TCV or its affiliates. We intend to pursue an initial business combination with companies that have the following characteristics: Technology focus. We will prioritize our focus on enterprise or consumer-focused technology platforms by leveraging TCV s expertise and experience. Large market disruptor. We will look to invest in companies that are disrupting large market segments. As part of the evaluation process, we will diligence the market segment to thoroughly understand the underlying drivers, business model and competitive environment. Established platforms with sound business model. We will look for businesses with substantially mitigated product risk, through proven models, meaningful revenue, and strong unit economics. Rapid and sustainable growth. We will target a growth-stage company with high revenue growth, and on a trajectory to continued growth momentum. We believe sustainable growth is backed by strong products and experiences that thrill customers over the long-term, leading to long-term market adoption. Ready to scale. We will target companies that are ready to scale, where we can provide support and industry expertise to support them in scaling their business and executing on their strategic vision. Willingness to partner. We will look for world class firms and management teams looking for an active capital partner that will support their growth with experience and expertise, in addition to capital. The criteria set forth are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our management may deem relevant. Our Acquisition Process In assessing potential opportunities for an initial business combination, we will apply TCV s investment approach and evaluation process. With a successful track record investing in technology companies over the past 25+ years, TCV s expertise and experience will be a beneficial resource for us. As part of the evaluation process, we expect to conduct extensive due diligence to assess the company s market opportunity, competitive positioning, business model and financial profile. Our review process may include, among other things, interviews with competitors, customers and vendors, analysis of significant risks and opportunities, meetings with management, and review of other relevant information. In evaluating a potential target business, we expect to conduct a comprehensive due diligence review to seek to determine a company s quality and its intrinsic value. That due diligence review may include, among other things, financial statement analysis, detailed document reviews, multiple meetings with management, consultations with relevant industry experts, competitors, customers and suppliers, as well as a review of additional information that we will seek to obtain as part of our analysis of a target company. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, including a company where any of them have a minority investment. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, if required by applicable law or based upon the decision of our board of directors or a committee thereof, will obtain an opinion from an independent investment banking firm or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Such an affiliate transaction will be required to be approved by a majority of our independent directors. Members of our and TCV s management teams, including our officers and directors, will directly or indirectly own our securities following this offering and, accordingly, may have a conflict of interest in determining whether a particular target company is an appropriate business with which to effectuate our initial business combination. Each of our officers and directors, as well as our and TCV s management teams, may have a conflict of interest with respect to evaluating a particular business combination if the retention or TABLE OF CONTENTS resignation of any such officers, directors, and management team members was included by a target business as a condition to any agreement with respect to such business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. However, TCV invests across multiple platforms in the public and private markets and is regularly evaluating investment opportunities, which could ultimately become investment opportunities for us. Each of our directors, director nominees and officers presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our management team and TCV invest across multiple platforms, including private investment funds and public/private hybrid funds, and may in their sole discretion determine a particular opportunity is better suited for a different investment vehicle. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Our amended and restated memorandum and articles of association will provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Our sponsor, officers, and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our sponsor, officers, and directors are not required to commit any specified amount of time to our affairs and spend significant time evaluating investment opportunities for other investment vehicles and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Initial Business Combination So long as our securities are then listed on NASDAQ, our initial business combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriters fees and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target TABLE OF CONTENTS business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We may, at our option, pursue an acquisition opportunity jointly with one or more entities affiliated with TCV and/or one or more investors in funds managed by TCV, which we refer to as an Affiliated Joint Acquisition. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a specified future issuance throughout this prospectus. The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. This is not an offer for any specified future issuance. Pursuant to the anti-dilution provisions of our Class B ordinary shares, any such specified future issuance would result in an adjustment to the conversion ratio such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 21.8% of the sum of the total number of all ordinary shares outstanding upon completion of this offering plus all shares issued in the specified future issuance, unless the holders of a majority of the then-outstanding Class B ordinary shares agreed to waive such adjustment with respect to the specified future issuance at the time thereof. We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our ordinary shares. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on NASDAQ for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of TABLE OF CONTENTS certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Other Considerations We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, including a company where any of them have a minority investment. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, if required by applicable law or based upon the decision of our board of directors or a committee thereof, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Such an affiliate transaction will be required to be approved by a majority of our independent directors. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a specific target business nor have they had any substantive discussions with possible target businesses on our behalf. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive action, directly or indirectly, with any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. In addition, certain of our officers and directors presently have, and any of them in the future may have, additional fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. One or more investors in a potential business combination target, including a controlling shareholder, may focus on similar industries as our sponsor, TCV and its affiliates and may from time to time have invested in companies together as co-investors and made separate investments in companies in which another is a stakeholder. In addition, employees, officers and directors of our sponsor, TCV and its affiliates and investors in a potential business combination target may have investments in funds or in personal accounts that are invested directly or indirectly in targets that we may pursue or in funds affiliated with investors in targets that we may pursue. Investors in a target we may pursue and their employees, officers, directors and affiliates may also have direct or indirect investments in funds or other vehicles affiliated with TCV. Each of TCV and its affiliates and investors in any target we pursue and their affiliates may engage in other transactions from time to time. TCV and its affiliates manage multiple funds and investment vehicles and may raise additional funds and/or accounts in the future, which may be during the period in which we are seeking our initial business combination. These investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. Our officers and executive directors have and will have in the future time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by TCV or one of its affiliated entities. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investment funds, accounts, co-investment vehicles and other TABLE OF CONTENTS entities managed by TCV or one of its affiliated entities (including, without limitation, arising as a result of certain of our officers and executive directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles or other entities), TCV and its applicable affiliate entities will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties, and there can be no assurance that such conflict of interest will be resolved in our favor. In addition, we may, at our option, pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity. Corporate Information Our executive offices are located at 250 Middlefield Road, Menlo Park, California 94025, and our telephone number is (650) 614-8200. We maintain a corporate website at http://www.tcvacquisition.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. TABLE OF CONTENTS The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 35,000,000 Class A ordinary shares (or 40,000,000 Class A ordinary shares if the underwriters over-allotment option is exercised in full), at $10.00 per share. Proposed NASDAQ symbols Class A ordinary shares: TCVA Class A Ordinary Shares : Number outstanding before this offering 0 Number outstanding after this offering 35,000,000(1) Ordinary shares: Number outstanding before this offering 10,000,000(2)(3) Number outstanding after this offering 44,750,000(1)(2)(4) Founder shares On January 29, 2021, the former sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our expenses in consideration of 10,000,000 Class B ordinary shares, par value $0.0001. Prior to the initial investment in the company of $25,000 by the former sponsor, the company had no assets, tangible or intangible. On February 23, 2021, our former sponsor transferred 10,000,000 founder shares to our sponsor. In March 2021, our sponsor transferred 75,000 Class B ordinary shares to each of our independent directors. These shares shall not be subject to forfeiture in the event the underwriters overallotment option is not exercised. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 21.8% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 1,250,000 founder shares are subject to forfeiture by the sponsor, depending on the extent to which the underwriters over-allotment option is exercised. (1) Assumes no exercise of the underwriters over-allotment option. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. (3) Includes 1,250,000 founder shares that are subject to forfeiture. (4) Includes 35,000,000 public shares, 1,000,000 private placement shares and 8,750,000 founder shares, assuming 1,250,000 founder shares have been forfeited. TABLE OF CONTENTS The founder shares are identical to the Class A ordinary shares being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; in a vote to continue the company in a jurisdiction outside the Cayman Islands only holders of our founder shares will have the right to vote; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or during any extended time that we have to consummate a business combination beyond 24 months as a result of a shareholder vote to amend our amended and restated memorandum and articles of association (an Extension Period ) or (B) with respect to any other material provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general TABLE OF CONTENTS meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares and the private placement shares, we would need 12,625,001, or 36.1% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised) of the 35,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Assuming that only one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, are voted, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to have an initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if we do not consummate an initial business TABLE OF CONTENTS combination, at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 21.8% of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any private placement shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement shares issued to our sponsor, its affiliates or any member of our management team, including upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. In addition, in a vote to continue the company in a jurisdiction outside the Cayman Islands, only holders of our founder shares will have the right to vote. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting, which shall include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement shares Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 1,000,000 private placement shares (or 1,100,000 private placement shares if the underwriters over-allotment option is exercised in full), at a price of $10.00 per share ($10,000,000 in the aggregate or TABLE OF CONTENTS $11,000,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The private placement shares are identical to the Class A ordinary shares sold in this offering, subject to certain limited exceptions as described in this prospectus. If we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering, the proceeds from the sale of the private placement shares held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement shares will be worthless. Proceeds to be held in trust account NASDAQ listing rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement shares be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement shares described in this prospectus, $350,000,000, or $400,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per share in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $12,250,000 (or $14,000,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement shares held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or (B) with respect to any other material provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months (or 27 months, as applicable) from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in TABLE OF CONTENTS the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $350,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement shares not held in the trust account, which will be approximately $1,500,000 in working capital after the payment of approximately $1,500,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on NASDAQ, our initial business combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriters fees and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such TABLE OF CONTENTS opinion. If our securities are not then listed on NASDAQ for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. We may structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, including an Affiliated Joint Acquisition. However, we will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares in such transactions. If they engage in such transactions, they will be TABLE OF CONTENTS restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, or (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly TABLE OF CONTENTS redeem its shares. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination, and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or during any Extension Period or (B) with respect to any other material provision relating to the rights of holders of our Class A ordinary shares. Limitations on redemptions Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the TABLE OF CONTENTS business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares and the private placement shares, we would need 12,625,001, or 36.1% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised) of the 35,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Assuming that only one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, are voted, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to have an initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. TABLE OF CONTENTS Our amended and restated memorandum and articles of association require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination that contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the public shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium TABLE OF CONTENTS to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the public shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association provide that we will have only 24 months (or 27 months, as applicable) from the closing of this offering to consummate our initial business combination. If we have not consummated an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the TABLE OF CONTENTS trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or during any Extension Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or (B) with respect to any other material provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the TABLE OF CONTENTS caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement shares held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $2,000,000 of such loans may be convertible into shares of the post-business combination entity at a price of $10.00 per shares at the option of the lender. The shares would be identical to the private placement shares. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement shares held outside the trust account or from loans made to us by our sponsor or an TABLE OF CONTENTS affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest Certain of our officers and directors presently have, and any of them in the future may have, additional fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. One or more investors in a potential business combination target, including a controlling shareholder, may focus on similar industries as our sponsor, TCV and its affiliates and may from time to time have invested in companies together as co-investors and made separate investments in companies in which another is a stakeholder. In addition, employees, officers and directors of our sponsor, TCV and its affiliates and investors in a potential business combination target may have investments in funds or in personal accounts that are invested directly or indirectly in targets that we may pursue or in funds affiliated with investors in targets that we may pursue. Investors in a target we may pursue and their employees, officers, directors and affiliates may also have TABLE OF CONTENTS direct or indirect investments in funds or other vehicles affiliated with TCV. Each of TCV and its affiliates and investors in any target we pursue and their affiliates may engage in other transactions from time to time. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. TCV and its affiliates manage multiple funds and investment vehicles and may raise additional funds and/or accounts in the future, which may be during the period in which we are seeking our initial business combination. These investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. Our officers and executive directors have and will have in the future time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by TCV or one of its affiliated entities. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investment funds, accounts, co-investment vehicles and other entities managed by TCV or one of its affiliated entities (including, without limitation, arising as a result of certain of our officers and executive directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles or other entities), TCV and its applicable affiliate entities will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties, and there can be no assurance that such conflict of interest will be resolved in our favor. Notwithstanding the foregoing, we may, at our option, pursue an Affiliated Joint Acquisition opportunity with any such fund or other investment vehicle. Such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such fund or vehicle. We have also entered into a letter agreement that provides that we will indemnify our sponsor, its managers and partners, and their respective affiliates and control persons from any claims made by any party in respect of any investment opportunities sourced by them or any liability arising with respect to their activities in connection with our affairs, this offering or any business combination or services rendered to the Company or its affiliates, and that we will advance any expenses incurred in connection with any such claims. Such indemnity provides that the indemnified parties cannot access the funds held in our trust account. TABLE OF CONTENTS Risks Summary of Risk Factors An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our shares. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. The requirement that we consummate an initial business combination within 24 months (or 27 months, as applicable) after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. We may not be able to consummate an initial business combination within 24 months (or 27 months, as applicable) after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares, which may influence a vote on a proposed business combination and reduce the public float of our Class A ordinary shares. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. TABLE OF CONTENTS You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares, potentially at a loss. NASDAQ may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account. If the net proceeds of this offering and the sale of the private placement shares not being held in the trust account are insufficient to allow us to operate for the 24 months (or 27 months, as applicable) following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. Because we are not offering warrants to public shareholders in connection with our initial public offering, it may be more difficult to obtain shareholder approval in connection with our initial business combination, our securities may be worth less than securities offered in other special purpose acquisition company initial public offerings, and investors will not have certain benefits that they would normally have in connection with other special purpose acquisition company initial public offerings, such as the ability to retain warrants even if they choose to sell or redeem their shares prior to an initial business combination. The other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001845619_os_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001845619_os_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2861d2f534e45f988eb66569d81436d1df91a6aa
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001845619_os_prospectus_summary.txt
@@ -0,0 +1 @@
+129 OS ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance Sheets as of September 30, 2021 (unaudited) and January 15, 2021 (audited) F-3 Statements of Operations for the period from January 13, 2021 (inception) through September 30, 2021 (unaudited) and for the period from January 13, 2021 (inception) through January 15, 2021 (audited) F-4 Statements of Changes in Stockholder s Equity for the period from January 13, 2021 (inception) through September 30, 2021 (unaudited) and for the period from January 13, 2021 (inception) through January 15, 2021 (audited) F-5 Statements of Cash Flows for the period from January 13, 2021 (inception) through September 30, 2021 (unaudited) and for the period from January 13, 2021 (inception) through January 15, 2021 (audited) F-6 Notes to Financial Statements F-7 F-13 $150,000,000 OS Acquisition Corp. 15,000,000 units PRELIMINARY PROSPECTUS Sole Book-Running Manager Citigroup [_______], 2021 Until , 2021 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution. The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows: SEC expenses $18,820 FINRA expenses 26,375 Accounting fees and expenses 45,000 Printing and engraving expenses 35,000 Travel and road show expenses 25,000 Legal fees and expenses 225,000 Nasdaq listing and filing fees 75,000 Miscellaneous 249,805 Total $700,000 _______________ (1) This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes an initial business combination. Item 14. Indemnification of Directors and Officers. Our amended and restated certificate of incorporation will provide that all of our directors, officers, employees and agents shall be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law ("DGCL"). Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below. Section 145. Indemnification of officers, directors, employees and agents; insurance. (a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person s conduct was unlawful. II-1 (b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by such person in connection therewith. (d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. (e) Expenses (including attorneys fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys fees) incurred by former officers and directors or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred. (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section. (h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. II-2 (i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any by law, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation s obligation to advance expenses (including attorneys fees). Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. In accordance with Section 102(b)(7) of the DGCL, our amended and restated certificate of incorporation, will provide that no director shall be personally liable to us or any of our stockholders for monetary damages resulting from breaches of their fiduciary duty as directors, except to the extent such limitation on or exemption from liability is not permitted under the DGCL. The effect of this provision of our amended and restated certificate of incorporation is to eliminate our rights and those of our stockholders (through stockholders derivative suits on our behalf) to recover monetary damages against a director for breach of the fiduciary duty of care as a director, including breaches resulting from negligent or grossly negligent behavior, except, as restricted by Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate our rights or the rights of any stockholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director s duty of care. If the DGCL is amended to authorize corporate action further eliminating or limiting the liability of directors, then, in accordance with our amended and restated certificate of incorporation, the liability of our directors to us or our stockholders will be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or amendment of provisions of our amended and restated certificate of incorporation limiting or eliminating the liability of directors, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to further limit or eliminate the liability of directors on a retroactive basis. Our amended and restated certificate of incorporation will also provide that we will, to the fullest extent authorized or permitted by applicable law, indemnify our current and former officers and directors, as well as those persons who, while directors or officers of our corporation, are or were serving as directors, officers, employees or agents of another entity, trust or other enterprise, including service with respect to an employee benefit plan, in connection with any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, against all expense, liability and loss (including, without limitation, attorney s fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by any such person in connection with any such proceeding. II-3 Notwithstanding the foregoing, a person eligible for indemnification pursuant to our amended and restated certificate of incorporation will be indemnified by us in connection with a proceeding initiated by such person only if such proceeding was authorized by our Board of Directors, except for proceedings to enforce rights to indemnification. The right to indemnification which will be conferred by our amended and restated certificate of incorporation is a contract right that includes the right to be paid by us the expenses incurred in defending or otherwise participating in any proceeding referenced above in advance of its final disposition, provided, however, that if the DGCL requires, an advancement of expenses incurred by our officer or director (solely in the capacity as an officer or director of our corporation) will be made only upon delivery to us of an undertaking, by or on behalf of such officer or director, to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified for such expenses under our amended and restated certificate of incorporation or otherwise. The rights to indemnification and advancement of expenses will not be deemed exclusive of any other rights which any person covered by our amended and restated certificate of incorporation may have or hereafter acquire under law, our amended and restated certificate of incorporation, our bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise. Any repeal or amendment of provisions of our amended and restated certificate of incorporation affecting indemnification rights, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. Our amended and restated certificate of incorporation will also permit us, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other that those specifically covered by our amended and restated certificate of incorporation. Our bylaws, which we intend to adopt immediately prior to the closing of this offering, include the provisions relating to advancement of expenses and indemnification rights consistent with those which will be set forth in our amended and restated certificate of incorporation. In addition, our bylaws provide for a right of indemnity to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full by us within a specified period of time. Our bylaws also permit us to purchase and maintain insurance, at our expense, to protect us and/or any director, officer, employee or agent of our corporation or another entity, trust or other enterprise against any expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under the DGCL. Any repeal or amendment of provisions of our bylaws affecting indemnification rights, whether by our Board of Directors, stockholders or by changes in applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. We will enter into indemnification agreements with each of our officers and directors a form of which is to be filed as an exhibit to this Registration Statement. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. II-4 Pursuant to the Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the underwriters and the underwriters have agreed to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities Act. Item 15. Recent Sales of Unregistered Securities. On January 15, 2021, OS Acquisition Sponsor LLC, our sponsor, purchased an aggregate of 4,312,500 of our Class B common stock, in exchange for a capital contribution of $25,000 at an average purchase price of approximately $0.006 per share. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 17,250,000 shares if the underwriters over-allotment option is exercised in full and therefore that such founder shares would represent 20% of the shares issued in this offering. Up to 562,500 of these shares will be forfeited depending on the extent to which the underwriters over-allotment is exercised. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in our sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our sponsor is to act as the company s sponsor in connection with this offering. The limited liability company agreement of our sponsor provides that its membership interests may only be transferred to our officers or directors or other persons affiliated with our sponsor, or in connection with estate planning transfers. Our sponsor will commit, pursuant to a written agreement, to purchase from us an aggregate of up to 3,333,333 private placement warrants (or up to 3,633,333 private placement warrants if the underwriters over-allotment option is exercised in full) at a price of $1.50 per private placement warrant. This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. Item 16. Exhibits and Financial Statement Schedules. (a) Exhibits [ to be updated] Exhibit Description 1.1 Form of Underwriting Agreement* 3.1 Certificate of Incorporation* 3.2 Form of Amended and Restated Certificate of Incorporation* 3.3 By Laws* 3.4 Form of By Laws* 4.1 Specimen Unit Certificate* 4.2 Specimen common stock Certificate* 4.3 Specimen Warrant Certificate* 4.4 Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant* 5.1 Opinion of Loeb & Loeb LLP* 10.1 Form of Letter Agreement among the Registrant and its officers and directors and OS Acquisition Sponsor LLC * 10.2 Promissory Note issued to OS Acquisition Sponsor, LLC* 10.3 Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant* 10.4 Form of Registration Rights Agreement between the Registrant and certain security holders* 10.5 Form of Private Placement Warrants Subscription Agreement between the Registrant and OS Acquisition Sponsor LLC* 10.6 Form of Indemnity Agreement* 10.7 Form of Administrative Support Agreement by and between the Registrant and OS Acquisition Sponsor LLC* 10.8 Form of Subscription Agreement by and among the Registrant and OS Acquisition Sponsor LLC* 14 Form of Code of Ethics* 23.1 Consent of Marcum LLP 23.2 Consent of Loeb & Loeb LLP (included in Exhibit 5.1)* 24.1 Power of Attorney (included on signature page to the initial filing of this Registration Statement) 99.1 Form of Audit Committee Charter* 99.2 Form of Compensation Committee Charter* 99.3 Form of Nominating Committee Charter* 99.4 Consent of Lily Kim* 99.5 Consent of Doug Cameron* 99.6 Consent of Luba Greenwood* 99.7 Consent of William Noglows* * To be filed by amendment (b) Financial Statements. See page F-1 for an index to the financial statements and schedules included in the registration statement. II-5 Item 17. Undertakings. (a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (c) The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. S-1/A 1 tm2136092d1_s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on December 23, 2021. Registration No. 333-254671 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OS Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1464007 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 310 Busse Highway, Suite 490 Park Ridge, IL 60068 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Jeff Klunzinger 310 Busse Highway, Suite 490 Park Ridge, IL 60068 (415) 944-5464 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Mitchell S. Nussbaum Giovanni Caruso Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 Tel: (212) 407-4000 Fax: (212) 407-4990 Christian Nagler Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price Per Security(1) Proposed Maximum Aggregate Offering Price(1)(2) Amount Of Registration Fee Units, each consisting of one share of common stock, $0.0001 par value, and one-third of one redeemable warrant (2) 17,250,000 $10.00 $172,500,000 $18,819.75 Shares of common stock, $0.0001 par value, included as part of the units 17,250,000 -- -- --(3) Warrants included as part of the units 5,750,000 -- -- --(3) Total $18,819.75 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (2) Includes (A) the aggregate of 15,000,000 units to be issued to public stockholders in the public offering, and 2,250,000 units which may be issued upon exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any; and (B) shares of common stock and warrants underlying such units. (3) No fee pursuant to Rule 457(g). The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED DECEMBER 23, 2021 PRELIMINARY PROSPECTUS OS Acquisition Corp. $150,000,000 15,000,000 Units OS Acquisition Corp. is a newly-organized blank check company incorporated in January 2021 as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. This is an initial public offering of our securities. We are offering 15,000,000 units at an offering price of $10.00 per unit. Each unit consists of one share of common stock, par value $0.0001 and one-third of one redeemable warrant which we refer to throughout this prospectus as "warrants" or the "public warrants." Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. Only whole warrants are exercisable. Each public warrant will become exercisable on the later of one year after the closing of this offering or the consummation of an initial business combination, and will expire five years after the completion of an initial business combination, or earlier upon redemption. We have granted Citigroup Global Markets Inc., the representative of the underwriters, a 45-day option to purchase up to an additional 2,250,000 units (over and above the 15,000,000 units referred to above) solely to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our common stock, or "public shares," upon the completion of our initial business combination, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. In such event, the warrants will expire and be worthless. OS Acquisition Sponsor LLC, our sponsor, has agreed to purchase an aggregate of 3,333,333 private placement warrants (or 3,633,333 private placement warrants if the over-allotment option is exercised in full) at $1.50 per private placement warrant for a total purchase price of $5,000,000 in the aggregate, (or $5,450,000 if the over-allotment option is exercised in full), each exercisable to purchase one share of common stock at an exercise price of $11.50 per whole share. These purchases will take place on a private placement basis simultaneously with the closing of this offering. Our initial stockholders currently own an aggregate of 4,312,500 shares of Class B common stock (up to 562,500 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Currently, there is no public market for our units, common stock or warrants. We have applied to have our units listed on the Nasdaq Capital Market, or "Nasdaq," under the symbol "OSAAU" on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. Once the securities comprising the units begin separate trading as described in this prospectus, the shares of common stock and warrants will be traded on Nasdaq under the symbols "OSAA," and "OSAAW," respectively. We cannot assure you that our securities will continue to be listed on Nasdaq after this offering. We are an "emerging growth company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 24 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Per Unit Total Public offering price $10.00 $150,000,000 Underwriting discounts and commissions(1) $0.55 $8,250,000 Proceeds, before expenses, to us $9.45 $141,750,000 (1) $0.20 per unit, or $3,000,000 in the aggregate (or $3,450,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $5,250,000 in the aggregate (or up to $6,037,500 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also the "Underwriting" section for a description of underwriting compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $150.0 million, or $172.5 million if the underwriters over-allotment option is exercised in full ($10.00 per public share in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $3.0 million in underwriting discounts and commissions payable upon the closing of this offering (or $3.45 million if the underwriters over-allotment option is exercised in full) and an aggregate of $0.7 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Book-Running Manager Citigroup , 2021 We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. TABLE OF CONTENTS Page SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001845942_bannix_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001845942_bannix_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..68057b9634f3bb0cfad6c402561cac9b72926e76
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001845942_bannix_prospectus_summary.txt
@@ -0,0 +1,8298 @@
+SUMMARY
+FINANCIAL DATA
+
+ 
+
+The
+following table summarizes the relevant financial data for our business and should be read with our financial statements, which
+are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.
+
+ 
+
+ 
+ June 21, 2021
+
+ Balance Sheet Data: 
+ Actual 
+ As Adjusted
+
+ Working capital (deficiency)(1) 
+ $(134,236) 
+ 51,091,009 
+
+ Total assets(1) 
+ $1,165,588 
+ 51,091,009 
+
+ Total liabilities(2) 
+ $1,152,429 
+ 5,493,200 
+
+ Value
+ of common stock that may be redeemed in connection with our initial business combination ($10.10 per share)(3) 
+ $— 
+ 40,597,808 
+
+ Total
+ stockholders equity(4) 
+ $13,159 
+ 5,000,001 
+
+ 
+
+ (1)
+ The "as adjusted" calculation
+ assumes no exercise of the over-allotment option and includes $50,500,000 cash held in trust from the proceeds of this offering
+ and the sale of the private placement warrants, plus $575,000 in cash held outside the trust account.
+
+ 
+ 
+
+ (2)
+ Total liabilities at June
+ 21, 2021 includes loans and promissory note of $874,519 which will be converted into the private placement units
+ being purchased by Suresh Yezhuvath.
+
+ 
+ 
+
+ (3)
+ The "as adjusted" calculation assumes no exercise of the over-allotment option and equals the "as adjusted" total assets, less the "as adjusted" total liabilities, less the "as adjusted" stockholders equity, which is set to approximate the minimum net tangible assets threshold of at least $5,000,001.
+
+ 
+ 
+
+ (4)
+ Assumes no exercise of the
+ over-allotment option. The "as adjusted" calculation equals the "as adjusted" total assets, less the "as
+ adjusted" total liabilities, less the value of shares of common stock that may be redeemed in connection with our initial business
+ combination (approximately $10.10 per share).
+
+ 
+
+The
+"as adjusted" information gives effect to the sale of the units in this offering, the sale of the private placement
+units and the payment of the estimated expenses of this offering. The "as adjusted" total assets amount includes
+the $50,500,000 held in the trust account if the underwriters over-allotment option is not exercised) for the benefit
+of our public stockholders, which amount will be available to us only upon the completion of our initial business combination
+within the time period described in this prospectus.
+
+ 
+
+If
+no business combination is completed within 15 months (or up to 21 months from the closing of this offering if we
+extend the period of time to consummate an initial business combination, as described in more detail in this prospectus)
+from the closing of this offering, the proceeds then on deposit in the trust account, including interest (which interest shall
+be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) will be used to fund the redemption of
+our public shares. Our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account
+with respect to their founder shares if we fail to complete our initial business combination within such 15-month (or up
+to 21-month) time period.
+
+ 
+
+ 
+
+ 28 
+
+ 
+
+ 
+
+ 
+
+RISK
+FACTORS
+
+ 
+
+An
+investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
+with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following
+events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the
+trading price of our securities could decline, and you could lose all or part of your investment.
+
+ 
+
+Risks
+Relating to Our Search For, Consummation of, or Inability to Consummate, an initial business combination
+
+ 
+
+Our
+independent registered public accounting firm s report contains an explanatory paragraph that expresses substantial doubt
+about our ability to continue as a "going concern."
+
+ 
+
+As
+of June 21, 2021, we had $1,018,193 of cash and a working capital deficiency of $(134,236). Further,
+we have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. Management s plans
+to address this need for capital through this offering are discussed in the section of this prospectus titled "Management s
+Discussion and Analysis of Financial Condition and Results of Operations." Our plans to raise capital and to consummate
+our initial business combination may not be successful. These factors, among others, raise substantial doubt about our ability
+to continue as a going concern. The financial statements contained elsewhere in this prospectus do not include any adjustments
+that might result from our inability to consummate this offering or our inability to continue as a going concern.
+
+ 
+
+Our
+public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold
+a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination
+even though a majority of our public stockholders do not support such a combination.
+
+ 
+
+We
+may not hold a stockholder vote to approve our initial business combination unless the business combination would require stockholder
+approval under applicable state law or the rules of Nasdaq or if we decide to hold a stockholder vote for business or other reasons.
+For instance, the Nasdaq rules currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still
+require us to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business
+as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue
+more than 20% of our outstanding shares, we would seek stockholder approval of such business combination. However, except for
+as required by law, the decision as to whether we will seek stockholder approval of a proposed business combination or will allow
+stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a
+variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us
+to seek stockholder approval. Even if we seek stockholder approval, the holders of our founder shares will participate in the
+vote on such approval. Accordingly, we may consummate our initial business combination even if holders of a majority of the outstanding
+public shares of our common stock do not approve of the business combination we consummate. Please see the section entitled "Proposed
+Business — Stockholders May Not Have the Ability to Approve Our Initial Business Combination" for additional information.
+
+ 
+
+If
+we seek stockholder approval of our initial business combination, our sponsors, officers and directors have agreed to vote in
+favor of such initial business combination, regardless of how our public stockholders vote.
+
+ 
+
+Unlike many other blank check companies in
+which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders
+in connection with an initial business combination, our initial stockholders have agreed to vote their founder shares, as well as any
+public shares purchased during or after this offering, in favor of our initial business combination. Our initial stockholders will own
+20% of our outstanding shares of common stock immediately following the completion of this offering. As a result, in addition to the
+founder shares , the share s underlying the private placement units and the representative shares , we would need 1,567,501,
+or 31. 35 %, of the 5,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding
+shares are voted) in order to have our initial business combination approved (assuming the underwriters over-allotment option
+is not exercised). Furthermore, assuming only the minimum number of stockholders required to be present at the stockholders meeting
+held to approve our initial business combination are present at such meeting, we would only 136,251, or 2.7% of the shares sold
+as part of the units in this offering, to be voted in favor of our initial business combination in order to have such transaction approved
+(assuming the underwriters over-allotment option is not exercised). In addition, in the event that our board of directors amends
+our bylaws to reduce the number of shares required to be present at a meeting of our stockholders, we would need even fewer public shares
+to be voted in favor of our initial business combination to have such transaction approved.
+
+ 
+
+ 29 
+
+ 
+
+ 
+
+ 
+
+Accordingly,
+if we seek stockholder approval of our initial business combination, it is more likely that the necessary stockholder approval
+will be received than would be the case if our initial stockholders agreed to vote their shares in accordance with the majority
+of the votes cast by our public stockholders.
+
+ 
+
+Your
+only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of
+your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination.
+
+ 
+
+At
+the time of your investment in us, you may not be provided with an opportunity to evaluate the specific merits or risks of one
+or more target businesses. Since our board of directors may complete a business combination without seeking stockholder approval,
+public stockholders may not have the right or opportunity to vote on the business combination, unless we seek such stockholder
+vote. Accordingly, if we do not seek stockholder approval, your only opportunity to affect the investment decision regarding a
+potential business combination may be limited to exercising your redemption rights within the period of time (which will be at
+least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial
+business combination.
+
+ 
+
+The
+ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential
+business combination targets, which may make it difficult for us to enter into a business combination with a target.
+
+ 
+
+We
+may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition
+that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights,
+we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination.
+Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than
+$5,000,001 both immediately before and after the consummation of our initial business combination (so that we are not subject
+to the SEC s "penny stock" rules) or any greater net tangible asset or cash requirement which may be contained
+in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests
+would cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our initial
+business combination or such greater amount necessary to satisfy a closing condition as described above, we would not proceed
+with such redemption and the related business combination and may instead search for an alternate business combination. Prospective
+targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.
+
+ 
+
+The
+ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us
+to complete the most desirable business combination or optimize our capital structure.
+
+ 
+
+At
+the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise
+their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares
+that will be submitted for redemption. If our business combination agreement requires us to use a portion of the cash in the trust
+account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion
+of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number
+of shares is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater
+portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve
+dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The amount of the fee payable to I-Bankers pursuant
+to the terms of the business combination marketing agreement will not be adjusted for any shares that are redeemed in connection
+with an initial business combination. The above considerations may limit our ability to complete the most desirable business combination
+available to us or optimize our capital structure, or may incentivize us to structure a transaction whereby we issue shares to
+new investors and not to sellers of target businesses.
+
+ 
+
+ 30 
+
+ 
+
+ 
+
+ 
+
+The
+ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the
+probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order
+to redeem your stock.
+
+ 
+
+If
+our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price,
+or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful
+is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account
+until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open
+market; however, at such time our stock may trade at a discount to the pro rata amount per share in the trust account. In either
+situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption
+until we liquidate or you are able to sell your stock in the open market.
+
+ 
+
+The
+requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses
+leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business
+combination targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination
+on terms that would produce value for our stockholders.
+
+ 
+
+Any
+potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete
+our initial business combination within 15 months from the closing of this offering (or up to 21 months if we extend
+the time to complete the business combination). Consequently, such target business may obtain leverage over us in negotiating
+a business combination, knowing that if we do not complete our initial business combination with that particular target business,
+we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer
+to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial
+business combination on terms that we would have rejected upon a more comprehensive investigation.
+
+ 
+
+Our
+sponsors may decide not to extend the term we have to consummate our initial business combination, in which case we would cease
+all operations except for the purpose of winding up and we would redeem our public shares and liquidate, and the rights
+and the warrants will be worthless.
+
+ 
+
+We
+will have until 15 months from the closing of this offering to consummate our initial business combination. However, if
+we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, by resolution
+of our board of directors if requested by our sponsors, extend the period of time to consummate an initial business
+combination up to two times, each by an additional three months (for a total of up to 21 months to complete an
+initial business combination), subject to the sponsors depositing additional funds into the trust account as set out below.
+In order for the time available for us to consummate our initial business combination to be extended, our sponsors or their affiliates
+or designees must deposit into the trust account for each three month extension $500,000 or $575,000 if the underwriters 
+over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline,
+up to an aggregate of $1,000,000 (or $1,150,000 if the underwriters over-allotment option is exercised in
+full), or approximately $0.20 per share. Any such payments would be made in the form of a loan. The terms of the promissory note
+to be issued in connection with any such loans have not yet been negotiated. Consequently, such loans might not be made on the
+terms described in this prospectus. Our sponsors and their affiliates or designees are not obligated to fund the trust account
+to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination
+within the applicable time period, we will, promptly redeem the public shares for a pro rata portion of the funds held in the
+trust account and promptly following such redemption, subject to the approval of our remaining stockholders and our board of directors,
+dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the
+requirements of other applicable law. In such event, the rights and warrants will be worthless.
+
+ 
+
+ 31 
+
+ 
+
+ 
+
+ 
+
+We
+may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all
+operations except for the purpose of winding up and we would redeem our public shares and liquidate.
+
+ 
+
+We
+must complete our initial business combination within 15 months from the closing of this offering (or up to 21 months from
+the closing of this offering if we extend the period of time to consummate an initial business combination, as described in more
+detail in this prospectus). We may not be able to find a suitable target business and complete our initial business combination within
+such time period. If we have not completed our initial business combination within such time period, we will: (i) cease all operations
+except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
+the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
+including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided
+by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders
+(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as
+reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve
+and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of
+other applicable law.
+
+ 
+
+If
+we seek stockholder approval of our initial business combination, our initial stockholders, directors, executive officers, advisors
+and their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed business
+combination and reduce the public "float" of our common stock.
+
+ 
+
+If
+we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business
+combination pursuant to the tender offer rules, our initial stockholders, directors, executive officers, advisors or their affiliates
+may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of
+our initial business combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement
+that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore
+agrees not to exercise its redemption rights. In the event that our initial stockholders, directors, executive officers, advisors
+or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to
+exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their
+shares. The purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase the
+likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with
+a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination,
+where it appears that such requirement would otherwise not be met. This may result in the completion of a business combination
+that may not otherwise have been possible.
+
+ 
+
+In
+addition, if such purchases are made, the public "float" of our common stock and the number of beneficial holders
+of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our
+securities on a national securities exchange.
+
+ 
+
+If
+a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or
+fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
+
+ 
+
+We
+will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our business
+combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as
+applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents
+or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business
+combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares.
+In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed. See "Proposed Business —
+Business Strategy — Tendering stock certificates in connection with a tender offer or redemption rights."
+
+ 
+
+ 32 
+
+ 
+
+ 
+
+ 
+
+You
+will not be entitled to protections normally afforded to investors of many other blank check companies.
+
+ 
+
+Since
+the net proceeds of this offering and the sale of the private placement units are intended to be used to complete an initial
+business combination with a target business that has not been identified, we may be deemed to be a "blank check" company
+under the United States securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the successful
+completion of this offering and the sale of the private placement units and will file a Current Report on Form 8-K, including
+an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank
+check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among
+other things, this means our units sold in this offering will be immediately tradable and we will have a longer period of time
+to complete our business combination than do companies subject to Rule 419. Moreover, if this offering were subject to Rule 419,
+that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds
+in the trust account were released to us in connection with our completion of an initial business combination. For a more detailed
+comparison of our offering to offerings that comply with Rule 419, please see "Proposed Business — Comparison of This
+Offering to Those of Blank Check Companies Subject to Rule 419."
+
+ 
+
+If
+we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer
+rules, and if you or a "group" of stockholders are deemed to hold 15% or more of our common stock, you will lose the
+ability to redeem all such shares equal to or in excess of 15% of our common stock.
+
+ 
+
+If
+we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
+business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that
+a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting
+in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking
+redemption rights with respect to an aggregate of 15% or more of the shares sold in this offering, which we refer to as the "Excess
+Shares." However, we would not be restricting our stockholders ability to vote all of their shares (including Excess
+Shares) for or against our business combination. Your inability to redeem the Excess Shares will reduce your influence over our
+ability to complete our business combination and you could suffer a material loss on your investment in us if you sell Excess
+Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares
+if we complete our business combination. And as a result, you will continue to hold that number of shares equal to or exceeding
+15% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially at
+a loss.
+
+ 
+
+Because
+of our limited resources and the significant competition for business combination opportunities, it may be more difficult for
+us to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders
+may receive only approximately $10.10 per share, on our redemption, and our rights and warrants will expire
+worthless.
+
+ 
+
+We
+expect to encounter intense competition from other entities having a business objective similar to ours, including private investors
+(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international,
+competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have
+extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing
+services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry
+knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.
+While we believe there are numerous target businesses we could potentially acquire with the net proceeds of this offering and
+the sale of the private placement units, our ability to compete with respect to the acquisition of certain target businesses
+that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage
+in pursuing the acquisition of certain target businesses. Furthermore, if we are obligated to pay cash for the shares of common
+stock redeemed and, in the event we seek stockholder approval of our business combination, we make purchases of our common stock,
+the resources available to us for our initial business combination will potentially be reduced. Any of these obligations may place
+us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial
+business combination, our public stockholders may receive only approximately $10.10 per share on the liquidation of our
+trust account and our rights and warrants will expire worthless.
+
+ 
+
+ 33 
+
+ 
+
+ 
+
+ 
+
+If
+the net proceeds of this offering and the sale of the private placement units not being held in the trust account are insufficient
+to allow us to operate for at least 15 months following the closing of this offering, we may be unable to complete our
+initial business combination.
+
+ 
+
+The
+funds available to us outside of the trust account may not be sufficient to allow us to operate for at least 15 months
+(or up to 21 months from the closing of this offering if we extend the period of time to consummate an initial
+business combination, as described in more detail in this prospectus) following the closing of this offering, assuming that
+our initial business combination is not completed during that time. Of the funds available to us, we could use a portion of the
+funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion
+of the funds as a down payment or to fund a "no-shop" provision (a provision in letters of intent designed
+to keep target businesses from "shopping" around for transactions with other companies on terms more favorable to
+such target businesses) with respect to a particular proposed business combination, although we do not have any current intention
+to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and
+were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient
+funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our
+initial business combination, our public stockholders may receive only approximately $10.10 per share on the liquidation
+of our trust account and our rights and warrants will expire worthless.
+
+ 
+
+If
+the net proceeds of this offering and the sale of the private placement units not being held in the trust account are insufficient,
+it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination
+and we will depend on loans from our initial stockholders or management team to fund our search, to pay our taxes and to complete
+our business combination.
+
+ 
+
+Of
+the net proceeds of this offering and the sale of the private placement units, only approximately $575,000 ($500,000 if the
+over-allotment is exercised in full) will be available to us initially outside the trust account to fund our working capital
+requirements. In the event that our offering expenses exceed our estimate of $800,000, we may fund such excess with funds not
+to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease
+by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate, the amount of funds
+we intend to be held outside the trust account would increase by a corresponding amount. If we are required to seek additional
+capital, we would need to borrow funds from our initial stockholders, management team or other third parties to operate or may
+be forced to liquidate. None of our initial stockholders, members of our management team or any of their affiliates is under any
+obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust
+account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such working capital
+loans may be convertible into private placement-equivalent units at a price of $10.00 per unit at the option of the lender. Such
+warrants would be identical to the private placement units, including as to exercise price, exercisability and exercise period
+of the underlying warrants. We do not expect to seek loans from parties other than our initial stockholders or an affiliate of
+our initial stockholders as we do not believe third parties will be willing to loan such funds and provide a waiver against any
+and all rights to seek access to funds in our trust account. If we are unable to complete our initial business combination because
+we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.
+
+ 
+
+Consequently,
+our public stockholders may only receive approximately $10.10 per share on our redemption of our public shares, and our rights
+and warrants will expire worthless.
+
+ 
+
+We
+may seek acquisition opportunities in companies that may be outside of our management s areas of expertise.
+
+ 
+
+We
+will consider a business combination outside of our management s areas of expertise if a business combination candidate
+is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. In the event
+we elect to pursue an acquisition outside of the areas of our management s expertise, our management s expertise may
+not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the areas
+of our management s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result,
+our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any stockholders
+who choose to remain stockholders following our business combination could suffer a reduction in the value of their shares. Such
+stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction
+was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able
+to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to the
+business combination contained an actionable material misstatement or material omission.
+
+ 
+
+ 34 
+
+ 
+
+ 
+
+ 
+
+Although
+we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses,
+we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result,
+the target business with which we enter into our initial business combination may not have attributes entirely consistent with
+our general criteria and guidelines.
+
+ 
+
+Although
+we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target
+business with which we enter into our initial business combination will not have all of these positive attributes. If we complete
+our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be
+as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce
+a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders
+may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business
+that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction
+is required by law, or we decide to obtain stockholder approval for business or other legal reasons, it may be more difficult
+for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria
+and guidelines. If we are unable to complete our initial business combination, our public stockholders may receive only approximately
+$10.10 per share on the liquidation of our trust account and our rights and warrants will expire worthless.
+
+ 
+
+We
+are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and
+consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our
+company from a financial point of view.
+
+ 
+
+Unless
+we complete our business combination with an affiliated entity, or our board of directors cannot independently determine the fair
+market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking
+firm that is a member of FINRA or from an independent accounting firm that the price we are paying for a target is fair to our
+company from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board
+of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards
+used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business
+combination.
+
+ 
+
+Resources
+could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts
+to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public
+stockholders may receive only approximately $10.10 per share on the liquidation of our trust account and our rights
+and warrants will expire worthless.
+
+ 
+
+We
+anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,
+disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,
+attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point
+for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target
+business, we may fail to complete our initial business combination for any number of reasons including those beyond our control.
+Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts
+to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public
+stockholders may receive only approximately $10.10 per share on the liquidation of our trust account and our rights
+and warrants will expire worthless.
+
+ 
+
+ 35 
+
+ 
+
+ 
+
+ 
+
+We
+may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial
+business combination with a target business whose management may not have the skills, qualifications or abilities to manage a
+public company.
+
+ 
+
+When
+evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess
+the target business management may be limited due to a lack of time, resources or information. Our assessment of the capabilities
+of the target s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications
+or abilities we suspected. Should the target s management not possess the skills, qualifications or abilities necessary
+to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly,
+any stockholders who choose to remain stockholders following the business combination could suffer a reduction in the value of
+their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully
+claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to
+them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy
+statement relating to the business combination contained an actionable material misstatement or material omission.
+
+ 
+
+The
+officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The departure
+of a business combination target s key personnel could negatively impact the operations and profitability of our post-combination
+business. The role of an acquisition candidate s key personnel upon the completion of our initial business combination cannot
+be ascertained at this time. Although we contemplate that certain members of an acquisition candidate s management team
+will remain associated with the acquisition candidate following our initial business combination, it is possible that members
+of the management of an acquisition candidate will not wish to remain in place.
+
+ 
+
+We
+may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated
+with our sponsors, executive officers and directors which may raise potential conflicts of interest.
+
+ 
+
+In
+light of the involvement of our sponsors, executive officers and directors with other entities, we may decide to acquire one or
+more businesses affiliated with our sponsors, executive officers and directors. Our directors also serve as officers and board
+members for other entities, including, without limitation, those described under "Management — Conflicts of Interest."
+Such entities may compete with us for business combination opportunities. Our sponsors, officers and directors are not currently
+aware of any specific opportunities for us to complete our initial business combination with any entities with which they are
+affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities.
+Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue
+such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in "Proposed
+Business — Effecting our initial business combination — Selection of a target business and structuring of our
+initial business combination" and such transaction was approved by a majority of our disinterested directors. Despite our
+agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting
+firm, regarding the fairness to our company from a financial point of view of a business combination with one or more domestic
+or international businesses affiliated with our executive officers or directors, potential conflicts of interest still may exist
+and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be
+absent any conflicts of interest.
+
+ 
+
+We
+will likely only be able to complete one business combination with the proceeds of this offering and the sale of the private placement
+units, which will cause us to be solely dependent on a single business which may have a limited number of products or services.
+This lack of diversification may negatively impact our operations and profitability.
+
+ 
+
+We
+may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or
+within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target
+business because of various factors, including the existence of complex accounting issues and the requirement that we prepare
+and file pro forma financial statements with the SEC that present operating results and the financial condition of several target
+businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single
+entity, our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not
+be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities
+which may have the resources to complete several business combinations in different industries or different areas of a single
+industry. Accordingly, the prospects for our success may be:
+
+ 
+
+ solely
+ dependent upon the performance of a single business, property or asset, or
+
+ 
+
+ dependent
+ upon the development or market acceptance of a single or limited number of products,
+ processes or services.
+
+ 
+
+ 36 
+
+ 
+
+ 
+
+ 
+
+This
+lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a
+substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
+
+ 
+
+We
+may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to
+complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations
+and profitability.
+
+ 
+
+If
+we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers
+to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which
+may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business
+combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations
+and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation
+of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately
+address these risks, it could negatively impact our profitability and results of operations.
+
+ 
+
+Our
+management may not be able to maintain control of a target business after our initial business combination. We cannot provide
+assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities
+necessary to profitably operate such business.
+
+ 
+
+We
+may structure our initial business combination so that the post-transaction company in which our public stockholders own shares
+will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination
+if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
+a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment
+Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns
+50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a
+minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business
+combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares of common
+stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the
+target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately
+prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction.
+In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining
+a larger share of the company s stock than we initially acquired. Accordingly, this may make it more likely that our management
+will not be able to maintain our control of the target business.
+
+ 
+
+We
+do not have a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that
+would cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our initial
+business combination. The absence of such a redemption threshold may make it possible for us to complete our initial business
+combination with which a substantial majority of our stockholders do not agree.
+
+ 
+
+Our
+amended and restated certificate of incorporation will not provide a specified maximum redemption threshold, except that in no
+event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately
+before and after the consummation of our initial business combination (such that we become subject to the SEC s "penny
+stock" rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to
+our initial business combination. As a result, we may be able to complete our initial business combination even though a substantial
+majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder
+approval of our initial business combination and do not conduct redemptions in connection with our initial business combination
+pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our initial stockholders,
+including our officers or directors, or their advisors or their affiliates. In the event the aggregate cash consideration we would
+be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy
+cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us,
+we will not complete the business combination or redeem any shares, all shares of common stock submitted for redemption will be
+returned to the holders thereof, and we instead may search for an alternate business combination.
+
+ 
+
+ 37 
+
+ 
+
+ 
+
+ 
+
+We
+may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth
+of a target business, which could compel us to restructure or abandon a particular business combination.
+
+ 
+
+Although
+we believe that the net proceeds of this offering and the sale of the private placement units will be sufficient to allow
+us to complete our initial business combination, because we have not yet identified any prospective target business we cannot
+ascertain the capital requirements for any particular transaction. If the net proceeds of this offering and the sale of the private
+placement units prove to be insufficient, either because of the size of our initial business combination, the depletion
+of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares
+from stockholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions
+to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to
+abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if
+at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination,
+we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative
+target business candidate. In addition, even if we do not need additional financing to complete our business combination, we may
+require such financing to fund the operations or growth of the target business. The failure to secure additional financing could
+have a material adverse effect on the continued development or growth of the target business. None of our officers, directors
+or stockholders is required to provide any financing to us in connection with or after our business combination. If we are unable
+to complete our initial business combination, our public stockholders may only receive approximately $10.10 per share on
+the liquidation of our trust account, and our rights and warrants will expire worthless.
+
+ 
+
+Because
+we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
+initial business combination with some prospective target businesses.
+
+ 
+
+The
+federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial
+significance tests include historical and/or pro forma financial statement disclosure. We will include the same financial statement
+disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These
+financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted
+in the United States of America, or GAAP, or international financial reporting standards depending on the circumstances and the
+historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting
+Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses
+we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial
+statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
+
+ 
+
+Our
+search for an initial business combination, and any target business with which we ultimately consummate our initial
+business combination, may be materially adversely affected by the ongoing coronavirus (COVID-19) pandemic.
+
+ 
+
+The COVID-19 pandemic
+has resulted in a widespread health crisis and is adversely affecting the economies and financial markets in the U.S. and worldwide,
+and could adversely affect the business of any potential target company with which we consummate a business combination. Furthermore,
+we may be unable to complete a business combination if continued concerns relating to COVID-19 continue to restrict
+travel, continue to limit the ability to have meetings with potential investors or the target company s personnel, vendors
+and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts
+our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted,
+including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or
+treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for
+an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which
+we ultimately consummate a business combination, may be materially adversely affected.
+
+ 
+
+ 38 
+
+ 
+
+ 
+
+ 
+
+In
+addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may
+be impacted by COVID-19 and other events, including a result of increased market volatility, decreased market liquidity and third
+party financing being unavailable on terms acceptable to us or at all.
+
+ 
+
+Finally,
+the outbreak of COVID-19 or other infectious diseases may also have the effect of heightening many of the other risks described
+in this "Risk Factors" section, such as those related to the market for our securities.
+
+ 
+
+As the number of special purpose acquisition
+companies evaluating target businesses increases, attractive target businesses may become scarcer and there may be more competition
+for attractive target businesses. This could increase the cost of our initial business combination and could even result in
+our inability to find a target business or to consummate an initial business combination.
+
+ 
+
+In recent years, the number
+of special purpose acquisition companies that have been formed has increased substantially. Many potential target businesses for
+special purpose acquisition companies have already entered into an initial business combination, and there are still many companies
+preparing for an initial public offering. As a result, at times, fewer attractive target businesses may be available to consummate
+an initial business combination. In addition, because there are more special purpose acquisition companies seeking to enter into
+an initial business combination with available target businesses, the competition for available target businesses with attractive fundamentals
+or business models may increase, which could cause targets companies to demand improved financial terms. Attractive deals could
+also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost
+of additional capital needed to close business combinations or operate target businesses post-business combination. This could increase
+the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination,
+and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.
+
+ 
+
+Changes in the market for directors and officers
+liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
+
+ 
+
+In recent months, the market for directors and
+officers liability insurance for special purpose acquisition companies has changed. Fewer insurance companies are offering quotes
+for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of
+such policies have generally become less favorable. There can be no assurance that these trends will not continue. The increased
+cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive
+for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its
+coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept
+less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an
+adverse impact on the post-business combination s ability to attract and retain qualified officers and directors.
+
+ 
+
+In addition, even after we were to complete
+an initial business combination, our directors and officers could still be subject to potential liability from claims arising
+from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors
+and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims ("run-off
+insurance"). The need for run-off insurance would be an added expense for the post-business combination entity, and could
+interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.
+
+ 
+
+Risks
+Relating to the Post-Business Combination Company
+
+ 
+
+Subsequent
+to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and
+impairment or other charges that could have a significant negative effect on our financial condition, results of operations and
+our stock price, which could cause you to lose some or all of your investment.
+
+ 
+
+Even
+if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will
+surface all material issues that may be present inside a particular target business, that it would be possible to uncover all
+material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our
+control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets,
+restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence
+successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent
+with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact
+on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our
+securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject
+as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt
+financing. Accordingly, any stockholders who choose to remain stockholders following the business combination could suffer a reduction
+in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able
+to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary
+duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials
+or proxy statement relating to the business combination contained an actionable material misstatement or material omission.
+
+ 
+
+Because
+we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination,
+you will be unable to ascertain the merits or risks of any particular target business operations.
+
+ 
+
+Although
+we expect to focus our search for a target business on entities in the customer engagement sector of the telecommunications, retail
+and financial services industries, we may seek to complete a business combination with an operating company in any industry or
+sector. However, we will not, under our amended and restated certificate of incorporation, be permitted to effectuate our business
+combination with another blank check company or similar company with nominal operations. Because we have not yet identified or
+approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits
+or risks of any particular target business operations, results of operations, cash flows, liquidity, financial condition
+or prospects. To the extent we complete our business combination, we may be affected by numerous risks inherent in the business
+operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established
+record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable
+or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular
+target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we
+will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us
+with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure
+you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such
+opportunity were available, in a business combination target. Accordingly, any stockholders who choose to remain stockholders
+following the business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have
+a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our
+officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private
+claim under securities laws that the tender offer materials or proxy statement relating to the business combination contained
+an actionable material misstatement or material omission.
+
+ 
+
+ 39 
+
+ 
+
+ 
+
+ 
+
+We
+may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely
+affect our leverage and financial condition and thus negatively impact the value of our stockholders investment in us.
+
+ 
+
+Although
+we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding
+debt following this offering, we may choose to incur substantial debt to complete our initial business combination. We have agreed
+that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim
+of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount
+available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects,
+including:
+
+ 
+
+ default
+ and foreclosure on our assets if our operating revenues after an initial business combination
+ are insufficient to repay our debt obligations;
+
+ 
+
+ acceleration
+ of our obligations to repay the indebtedness even if we make all principal and interest
+ payments when due if we breach certain covenants that require the maintenance of certain
+ financial ratios or reserves without a waiver or renegotiation of that covenant;
+
+ 
+
+ our
+ immediate payment of all principal and accrued interest, if any, if the debt security
+ is payable on demand;
+
+ 
+
+ our
+ inability to obtain necessary additional financing if the debt security contains covenants
+ restricting our ability to obtain such financing while the debt security is outstanding;
+
+ 
+
+ our
+ inability to pay dividends on our common stock;
+
+ 
+
+ using
+ a substantial portion of our cash flow to pay principal and interest on our debt, which
+ will reduce the funds available for dividends on our common stock if declared, expenses,
+ capital expenditures, acquisitions and other general corporate purposes;
+
+ 
+
+ limitations
+ on our flexibility in planning for and reacting to changes in our business and in the
+ industry in which we operate;
+
+ 
+
+ increased
+ vulnerability to adverse changes in general economic, industry and competitive conditions
+ and adverse changes in government regulation; and
+
+ 
+
+ limitations
+ on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
+ debt service requirements, execution of our strategy and other purposes and other disadvantages
+ compared to our competitors who have less debt.
+
+ 
+
+If
+we effect our initial business combination with a company with operations or opportunities outside of the United States, we would
+be subject to a variety of additional risks that may negatively impact our operations.
+
+ 
+
+If
+we effect our initial business combination with a company with operations or opportunities outside of the United States, we would
+be subject to any special considerations or risks associated with companies operating in an international setting, including any
+of the following:
+
+ 
+
+ higher
+ costs and difficulties inherent in managing cross-border business operations and complying
+ with different commercial and legal requirements of overseas markets;
+
+ 
+
+ rules
+ and regulations regarding currency redemption;
+
+ 
+
+ 40 
+
+ 
+
+ 
+
+ 
+
+ laws
+ governing the manner in which future business combinations may be effected;
+
+ 
+
+ tariffs
+ and trade barriers;
+
+ 
+
+ regulations
+ related to customs and import/export matters;
+
+ 
+
+ local
+ or regional economic policies and market conditions;
+
+ 
+
+ unexpected
+ changes in regulatory requirements;
+
+ 
+
+ longer
+ payment cycles;
+
+ 
+
+ tax
+ issues, such as tax law changes and variations in tax laws as compared to the United
+ States;
+
+ 
+
+ currency
+ fluctuations and exchange controls;
+
+ 
+
+ rates
+ of inflation;
+
+ 
+
+ challenges
+ in collecting accounts receivable;
+
+ 
+
+ cultural
+ and language differences;
+
+ 
+
+ employment
+ regulations;
+
+ 
+
+ underdeveloped
+ or unpredictable legal or regulatory systems;
+
+ 
+
+ corruption;
+
+ 
+
+ protection
+ of intellectual property;
+
+ 
+
+ social
+ unrest, crime, strikes, riots, civil disturbances, regime changes, political upheaval,
+ terrorist attacks, natural disasters and wars;
+
+ 
+
+ deterioration
+ of political relations with the United States; and
+
+ 
+
+ government
+ appropriation of assets.
+
+ 
+
+We may
+not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely
+impact our results of operations and financial condition.
+
+ 
+
+Risks
+Relating to our Management Team
+
+ 
+
+Past
+performance by our management team may not be indicative of future performance of an investment in us.
+
+ 
+
+Information
+regarding performance by, or businesses associated with, our management team is presented for informational purposes only. Any
+past experience and performance of our management team is not a guarantee either: (a) that we will be able to successfully identify
+a suitable candidate for our initial business combination; or (b) of any results with respect to any initial business combination
+we may consummate. You should not rely on the historical record of our management team s performance as indicative of the
+future performance of an investment in us or the returns we will, or are likely to, generate going forward.
+
+ 
+
+We
+are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate.
+
+ 
+
+Our
+operations are dependent upon a relatively small group of individuals. We believe that our success depends on the continued service
+of our executive officers and directors, at least until we have completed our business combination. In addition, our executive
+officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts
+of interest in allocating management time among various business activities, including identifying potential business combinations
+and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life
+of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive
+officers could have a detrimental effect on us.
+
+ 
+
+ 41 
+
+ 
+
+ 
+
+ 
+
+Our
+ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon
+the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel
+could negatively impact the operations and profitability of our post-combination business.
+
+ 
+
+Our
+ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of
+our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain
+with the target business in senior management or advisory positions following our initial business combination, it is likely that
+some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals
+we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to
+be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could
+cause us to have to expend time and resources helping them become familiar with such requirements.
+
+ 
+
+Our
+key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business
+combination. These agreements may provide for them to receive compensation following our initial business combination and as a
+result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
+
+ 
+
+Our
+key personnel may be able to remain with the company after the completion of our initial business combination only if they are
+able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take
+place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation
+in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination.
+The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target
+business. However, we believe the ability of such individuals to remain with us after the completion of our initial business combination
+will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination.
+There is no certainty, however, that any of our key personnel will remain with us after the completion of our business combination.
+We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination
+as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.
+
+ 
+
+Our
+executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination
+as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete
+our initial business combination.
+
+ 
+
+Our
+executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in
+a conflict of interest in allocating their time between our operations and our search for a business combination and their other
+businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each
+of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation
+and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent
+directors also serve as officers and board members for other entities. If our executive officers and directors other
+business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels,
+it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial
+business combination. For a complete discussion of our executive officers and directors other business affairs,
+please see "Management — Directors and Executive Officers."
+
+ 
+
+Certain
+of our executive officers and directors are now, and all of them may in the future become, affiliated with entities engaged in
+business activities similar to those intended to be conducted by us following our initial business combination and, accordingly,
+may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
+
+ 
+
+Following
+the completion of this offering and until we consummate our initial business combination, we intend to engage in the business
+of identifying and combining with one or more businesses. Our executive officers and directors are, or may in the future become,
+affiliated with entities that are engaged in business activities similar to those intended to be conducted by us following our
+initial business combination. See a description of our executive officers and directors current affiliations under
+the headings "Management" and "Management — Conflicts of Interest" below.
+
+ 
+
+ 42 
+
+ 
+
+ 
+
+ 
+
+Our
+officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the
+other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in
+determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our
+favor and a potential target business may be presented to another entity prior to its presentation to us. Our amended and restated
+certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or
+officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of
+our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable
+for us to pursue.
+
+ 
+
+For
+a complete discussion of our executive officers and directors business affiliations and the potential conflicts
+of interest that you should be aware of, please see "Management — Directors and Executive Officers," "Management
+— Conflicts of Interest" and "Certain Relationships and Related Party Transactions."
+
+ 
+
+Our
+executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that
+conflict with our interests.
+
+ 
+
+We
+have not adopted a policy that expressly prohibits our executive officers, directors, security holders and their respective affiliates
+from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any
+transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business
+that is affiliated with our directors or executive officers, although we do not currently intend to do so. Nor do we have a policy
+that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by
+us. Accordingly, such persons or entities may have a conflict between their interests and ours.
+
+ 
+
+Since
+our initial stockholders, including our sponsors, executive officers and directors, will lose their entire investment in us if
+our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business
+combination target is appropriate for our initial business combination.
+
+ 
+
+Upon the closing of this offering, our initial stockholders
+will hold 1,437,500 founder shares (up to 187,500 of which are subject to forfeiture). Certain members of our management team also have
+a financial interest in our sponsors. The founder shares held by our initial stockholders will be worthless if we do not complete
+an initial business combination. In addition, Suresh Yezhuvath, one of our sponsors, will purchase 205,000 private placement units.
+All of the foregoing securities will be worthless if we do not consummate our initial business combination. The personal and financial
+interests of our sponsors, executive officers and directors may influence their motivation in identifying and selecting a target business
+combination, completing an initial business combination and influencing the operation of the business following the initial business
+combination. This risk may become more acute as the 15-month (or up to 21 months from the closing of this offering if we extend
+the period of time to consummate a business combination, as described in more detail in this prospectus) anniversary of the closing of
+this offering nears, which is the deadline for our completion of an initial business combination.
+
+ 
+
+Additionally,
+our sponsor acquired founder shares for $0.01 per share and we are offering units at a price of $10.00 per unit in this
+offering; as a result, our sponsor could make a substantial profit after the initial business combination even if public
+investors experience substantial losses and, accordingly, may have a conflict of interest in determining whether a particular
+target business is an appropriate business with which to effectuate our initial business combination.
+
+ 
+
+In addition, we may
+obtain loans from our sponsor, affiliates of our sponsor or an officer or director. The personal and financial interests of our
+officers and directors may influence their motivation in identifying and selecting a target business combination, completing an
+initial business combination and influencing the operation of the business following the initial business combination.
+
+ 
+
+Since
+our sponsors, executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses
+if our business combination is not completed, a conflict of interest may arise in determining whether a particular business combination
+target is appropriate for our initial business combination.
+
+ 
+
+At
+the closing of our initial business combination, our sponsors, executive officers and directors, or any of their respective affiliates,
+will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying
+potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the
+reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf. These financial interests
+of our sponsors, executive officers and directors, may influence their motivation in identifying and selecting a target business
+combination and completing an initial business combination.
+
+ 
+
+ 43 
+
+ 
+
+ 
+
+ 
+
+Risks
+Relating to Our Securities
+
+ 
+
+You
+will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate
+your investment, therefore, you may be forced to sell your public shares, rights or warrants, potentially at a loss.
+
+ 
+
+Our
+public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) the
+completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection
+with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing
+of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15
+months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period
+of time to consummate a business combination, as described in more detail in this prospectus) or (B) with respect to any
+other provision relating to stockholders rights or pre-business combination activity and (iii) the redemption
+of all of our public shares if we are unable to complete our business combination within 15 months from the closing (or
+up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination,
+as described in more detail in this prospectus) of this offering, subject to applicable law and as further described herein. Stockholders
+who do not exercise their rights to the funds in connection with an amendment to our certificate of incorporation would still
+have rights to the funds in connection with a subsequent business combination. In no other circumstances will a public stockholder
+have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you may be forced to sell
+your public shares, rights or warrants, potentially at a loss.
+
+ 
+
+Nasdaq
+may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our
+securities and subject us to additional trading restrictions.
+
+ 
+
+We
+intend to apply to have our units listed on Nasdaq on or promptly after the date of this prospectus and our common stock, rights
+and warrants listed on or promptly after their date of separation. Although after giving effect to this offering we expect
+to meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure
+you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination.
+In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial,
+distribution and stock price levels. Additionally, in connection with our initial business combination, we will be required to
+demonstrate compliance with Nasdaq s initial listing requirements, which are more rigorous than Nasdaq s continued
+listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our stock price
+would generally be required to be at least $4.00 per share. We cannot assure you that we will be able to meet those initial listing
+requirements at that time.
+
+ 
+
+If
+Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities
+exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face
+significant material adverse consequences, including:
+
+ 
+
+ a
+ limited availability of market quotations for our securities;
+
+ 
+
+ reduced
+ liquidity for our securities;
+
+ 
+
+ 44 
+
+ 
+
+ 
+
+ 
+
+ a
+ determination that our common stock is a "penny stock" which will require
+ brokers trading in our common stock to adhere to more stringent rules and possibly result
+ in a reduced level of trading activity in the secondary trading market for our securities;
+
+ 
+
+ a
+ limited amount of news and analyst coverage; and
+
+ 
+
+ a
+ decreased ability to issue additional securities or obtain additional financing in the
+ future.
+
+ 
+
+If
+third parties bring claims against us, the proceeds held in the trust account could be reduced and
+the per-share redemption amount received by stockholders may be less than $10.10 per share.
+
+ 
+
+Our
+placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to
+have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements
+with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit
+of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not
+be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary
+responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order
+to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party
+refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis
+of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if
+management believes that such third party s engagement would be significantly more beneficial to us than any alternative.
+We are not aware of any product or service providers who have not or will not provide such waiver other than the underwriters
+of this offering.
+
+ 
+
+Examples
+of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party
+consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants
+that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.
+In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of,
+or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for
+any reason. Upon redemption of our public shares, if we are unable to complete our business combination within the prescribed
+timeframe, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide
+for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption.
+Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.10 per
+share initially held in the trust account, due to claims of such creditors. Our sponsors have agreed that it will be liable to
+us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business
+with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i)
+$10.10 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the
+liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may
+be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access
+to the trust account and except as to any claims under indemnity of the underwriters of this offering against certain liabilities,
+including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against
+a third party, our sponsors will not be responsible to the extent of any liability for such third party claims. We have not asked
+our sponsors to reserve for such indemnification obligations, and our sponsors only assets are securities of our company.
+Therefore, we cannot assure you that our sponsors would be able to satisfy those obligations.
+
+ 
+
+A
+provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
+
+ 
+
+If
+(x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with
+the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common
+stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case
+of any such issuance to our sponsors or their affiliates, without taking into account any founder shares held by our sponsors
+or their affiliates, as applicable, prior to such issuance) (the "newly issued price"), (y) the aggregate gross
+proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding
+of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and
+(z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading
+day prior to the day on which we complete our initial business combination (such price, the "Market Value") is below
+$9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of
+the Market Value and the newly issued price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest
+cent) to be equal to 180% of the higher of the Market Value and the newly issued price. This may make it more difficult for us
+to consummate an initial business combination with a target business.
+
+ 
+
+ 45 
+
+ 
+
+ 
+
+ 
+
+Our warrants are expected to be accounted for
+as a warrant liability and will be recorded at fair value upon issuance with changes in fair value each period reported in earnings,
+which may have an adverse effect on the market price of our common stock or may make it more difficult for us to consummate an
+initial business combination.
+
+ 
+
+We will be issuing warrants to purchase
+5,000,000 shares of our common stock (or to purchase up to 5,750,000 shares of our common stock if the underwriters over-allotment
+option is exercised in full) as part of the units offered by this prospectus and, simultaneously with the closing of this offering,
+we will be selling 330,000 private placement units (360,000 if the over-allotment option is exercised in full) which will include
+warrants to purchase an aggregate of 330,000 shares (or 360,000 shares if the over-allotment option is exercised in full) of common
+stock. We expect to account for these as a warrant liability and will record at fair value upon issuance and any change in fair value
+each period will be reported in earnings as determined by us based upon a valuation report obtained from our third party valuation
+firm. The impact of changes in fair value on earnings may have an adverse effect on the market price of our common stock. In addition,
+potential targets may seek a special purpose acquisition company that does not have warrants that are accounted for as warrant
+liability, which may make it more difficult for us to consummate an initial business combination with a target business.
+
+ 
+
+Our
+directors may decide not to enforce the indemnification obligations of our sponsors, resulting in a reduction in the amount of
+funds in the trust account available for distribution to our public stockholders.
+
+ 
+
+In
+the event that the proceeds in the trust account are reduced below the lesser of (i) $10.10 per share or (ii) other
+than due to the failure to obtain a waiver from a vendor waiving any right, title, interest or claim of any kind in or to any
+monies held in the trust account for the benefit of our public stockholders, such lesser amount per share held in the trust account
+as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of
+the interest which may be withdrawn to pay taxes, and our sponsors assert that it is unable to satisfy its obligations or that
+it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take
+legal action against our sponsors to enforce its indemnification obligations. While we currently expect that our independent directors
+would take legal action on our behalf against our sponsors to enforce its indemnification obligations to us, it is possible that
+our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent
+directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution
+to our public stockholders may be reduced below $10.10 per share.
+
+ 
+
+If,
+after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
+bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members
+of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members
+of our board of directors and us to claims of punitive damages.
+
+ 
+
+If,
+after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
+bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under
+applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance."
+As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our board of directors
+may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself
+and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.
+
+ 
+
+Each of our warrant agreement and
+rights agreement will designate the courts of the State of New York or the United States District Court for the Southern District
+of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our
+warrants and holders of our rights, which could limit the ability of warrant holders and right holders to obtain a favorable judicial
+forum for disputes with our company. 
+
+ 
+
+Each of our warrant
+agreement and rights agreement will provide that, subject to applicable law, (i) any action, proceeding or claim against us arising
+out of or relating in any way to the warrant agreement or the rights agreement, as applicable, including under the Securities
+Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
+District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum
+for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent
+an inconvenient forum.
+
+ 
+
+Notwithstanding the foregoing,
+these provisions of the warrant agreement and the rights agreement will not apply to suits brought to enforce any liability or duty created
+by the Securities Act, the Exchange Act or any other claim for which the federal district courts of the United States of America
+are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants or rights,
+as applicable, shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement or rights agreement,
+as applicable. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement or rights
+agreement, as applicable, is filed in a court other than a court of the State of New York or the United States District Court for the
+Southern District of New York (for purposes of this subsection, a "foreign action") in the name of any holder of our warrants
+or rights, as applicable, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts
+located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (for purposes
+of this subsection, an "enforcement action"), and (y) having service of process made upon such warrant holder or right holder,
+as applicable in any such enforcement action by service upon such warrant holder s counsel or right holder s counsel, as
+applicable, in the foreign action as agent for such warrant holder or right holder, as applicable.
+
+ 
+
+These choice-of-forum
+provisions may limit the ability of warrant holders and right holders to bring a claim in a judicial forum that such holders find
+favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find the choice-of-forum
+provision in our warrant agreement or rights agreement inapplicable or unenforceable with respect to one or more of the specified
+types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions,
+which could materially and adversely affect our business, financial condition and results of operations and result in a diversion
+of the time and resources of our management and board of directors.
+
+ 
+
+If,
+before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
+bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over
+the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection
+with our liquidation may be reduced.
+
+ 
+
+If,
+before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
+bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable
+bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the
+claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that
+would otherwise be received by our stockholders in connection with our liquidation may be reduced.
+
+ 
+
+Our
+stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
+of their shares.
+
+ 
+
+Under
+the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received
+by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption
+of our public shares in the event we do not complete our initial business combination within 15 months from the closing
+of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a
+business combination, as described in more detail in this prospectus) may be considered a liquidation distribution under Delaware
+law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes
+reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims
+can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought,
+and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability
+of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder s pro rata share
+of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third
+anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following
+the 15th month (or up to the 21st month if we extend the period of time to consummate a business combination, as
+described in more detail in this prospectus) from the closing of this offering in the event we do not complete our business combination
+and, therefore, we do not intend to comply with those procedures.
+
+ 
+
+ 46 
+
+ 
+
+ 
+
+ 
+
+Because
+we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known
+to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought
+against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating
+company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims
+to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of
+distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution
+is limited to the lesser of such stockholder s pro rata share of the claim or the amount distributed to the stockholder,
+and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you
+that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially
+be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may
+extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our
+public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination
+within 15 months (or up to 21 months from the closing of this offering if we extend the period of time to consummate
+a business combination, as described in more detail in this prospectus) from the closing of this offering is not considered a
+liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the
+imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant
+to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful
+redemption distribution, instead of three years, as in the case of a liquidation distribution.
+
+ 
+
+We
+may not hold an annual meeting of stockholders until after our consummation of a business combination and you will not be entitled
+to any of the corporate protections provided by such a meeting.
+
+ 
+
+In
+accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after
+our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to
+hold an annual meeting of stockholders for the purposes of electing directors in accordance with a company s bylaws unless
+such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect
+new directors prior to the consummation of our initial business combination, and thus, we may not be in compliance with Section 211(b)
+of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to our consummation
+of a business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery
+in accordance with Section 211(c) of the DGCL.
+
+ 
+
+ 47 
+
+ 
+
+ 
+
+ 
+
+We
+are not registering the shares of common stock issuable upon exercise of the warrants under the Securities Act or any state securities
+laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such
+investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.
+
+ 
+
+We
+are not registering the shares of common stock issuable upon exercise of the warrants under the Securities Act or any state securities
+laws at this time. However, under the terms of the warrant agreement, we have agreed, as soon as practicable, but in no event
+later than 30 business days after the closing of our initial business combination, we will use our reasonable best efforts to
+file, and within 90 business days after the closing of our initial business combination, to have declared effective, a registration
+statement relating to the common stock issuable upon exercise of the warrants, and to maintain a current prospectus relating to
+such shares of common stock until the expiration of the warrants in accordance with the provisions of the warrant agreement. We
+cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change
+in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by
+reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants
+are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis.
+However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders
+seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the
+securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding the above,
+if our common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies
+the definition of a "covered security" under Section 18(b)(1) of the Securities Act, we may, at our option, require
+holders of public warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9)
+of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement,
+but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is
+not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange
+for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state
+securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from
+registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may
+have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have
+paid the full unit purchase price solely for the shares of common stock included in the units. We may not redeem the warrants
+when a holder may not exercise such warrants. However, there may be instances in which holders of our public warrants may be unable
+to exercise such public warrants but holders of our private warrants may be able to exercise such private warrants.
+
+ 
+
+The
+grant of registration rights to our initial stockholders and holders of our private placement units may make it more difficult
+to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of
+our common stock.
+
+ 
+
+Pursuant
+to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our initial stockholders
+and their permitted transferees can demand that we register their shares of our common stock at the time of our initial business
+combination. In addition, holders of our private placement units and their permitted transferees can demand that we register
+the private placement units, the component securities and the shares of common stock issuable upon exercise of the private
+placement warrants, and holders of securities that may be issued upon conversion of working capital loans may demand that we register
+such warrants or the common stock issuable upon exercise of such warrants. We will bear the cost of registering these securities.
+The registration and availability of such a significant number of securities for trading in the public market may have an adverse
+effect on the market price of our common stock. In addition, the existence of the registration rights may make our initial business
+combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity
+stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of
+our common stock that is expected when the common stock owned by our initial stockholders, holders of our private placement units
+or holders of our working capital loans or their respective permitted transferees are registered.
+
+ 
+
+We
+may issue additional shares of common stock or preferred stock to complete our initial business combination or under an employee
+incentive plan after completion of our initial business combination, and any such issuances would dilute the interest of our stockholders
+and likely present other risks.
+
+ 
+
+Our
+amended and restated certificate of incorporation will authorize the issuance of up to 100,000,000 shares of common stock, par
+value $0.01 per share, and 1,000,000 shares of undesignated preferred stock, par value $0.01 per share. Immediately after this
+offering, there will be 93,120,000 (assuming that the underwriters have not exercised the underwriters over-allotment
+option) authorized but unissued shares of common stock available for issuance, which amount takes into account shares of common
+stock reserved for issuance upon exercise of outstanding warrants and the conversion of rights. Immediately after
+this offering, there will be no shares of preferred stock issued and outstanding.
+
+ 
+
+ 48 
+
+ 
+
+ 
+
+ 
+
+We
+may issue a substantial number of additional shares of common stock, and may issue shares of preferred stock, in order to complete
+our initial business combination or under an employee incentive plan after completion of our initial business combination (although
+our amended and restated certificate of incorporation will provide that we may not issue securities that can vote with common
+stockholders on matters related to our pre-business combination activity). However, our amended and restated certificate
+of incorporation will provide, among other things, that prior to our initial business combination, we may not issue additional
+shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote
+on any initial business combination. These provisions of our amended and restated certificate of incorporation, like all provisions
+of our amended and restated certificate of incorporation, may be amended with a stockholder vote. However, our sponsors, executive
+officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended
+and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public
+shares if we do not complete our initial business combination within 15 months from the closing of this offering or (B) with
+respect to any other provision relating to stockholders rights or pre-business combination activity, unless we
+provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment
+at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
+interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. The issuance
+of additional shares of common or preferred stock:
+
+ 
+
+ may
+ significantly dilute the equity interest of investors in this offering;
+
+ 
+
+ may
+ subordinate the rights of holders of common stock if preferred stock is issued with rights
+ senior to those afforded our common stock;
+
+ 
+
+ could
+ cause a change in control if a substantial number of common stock is issued, which may
+ affect, among other things, our ability to use our net operating loss carry forwards,
+ if any, and could result in the resignation or removal of our present officers and directors;
+ and
+
+ 
+
+ may
+ adversely
+ affect
+ prevailing
+ market
+ prices
+ for
+ our
+ units,
+ common
+ stock,
+ rights
+ and/or
+ warrants.
+
+ 
+
+In
+order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions
+of their charters and modified governing instruments. We cannot assure you that we will not seek to amend our amended and restated
+certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business
+combination that our stockholders may not support.
+
+ 
+
+In
+order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their
+charters and modified governing instruments. For example, blank check companies have amended the definition of business combination,
+increased redemption thresholds and extended the time period in which the company must consummate its initial business combination.
+We cannot assure you that we will not seek to amend our charter or governing instruments in order to effectuate our initial business
+combination.
+
+ 
+
+Certain
+agreements related to this offering may be amended without stockholder approval.
+
+ 
+
+Certain
+agreements, including the underwriting agreement relating to this offering, the investment management trust agreement between
+us and Continental Stock Transfer & Trust Company, the letter agreements and the registration rights agreement among
+us and our sponsors, executive officers and directors, the administrative services agreement between us and our sponsors, and
+the business combination marketing agreement may be amended without stockholder approval. These agreements contain various provisions
+that our public stockholders might deem to be material. While we do not expect our board of directors to approve any amendment
+to any of these agreements prior to our initial business combination, it may be possible that our board of directors, in exercising
+its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement in
+connection with the consummation of our initial business combination. Any such amendment may have an adverse effect on the value
+of an investment in our securities.
+
+ 
+
+ 49 
+
+ 
+
+ 
+
+ 
+
+Our
+initial stockholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder
+vote, potentially in a manner that you do not support.
+
+ 
+
+Upon the closing of this offering, our
+initial stockholders will own 20% of our issued and outstanding shares of common stock (excluding the Representative s shares
+and assuming they do not purchase units in this offering). Accordingly, they may exert a substantial influence on actions requiring
+a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate
+of incorporation and approval of major corporate transactions. If our initial stockholders purchase any units in this offering
+or additional shares of common stock in the aftermarket or in privately negotiated transactions, this would increase their influence.
+
+ 
+
+Our initial stockholders paid an aggregate of $14,375, or approximately
+$0.01 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our common stock.
+
+ 
+
+The difference between the public offering price per
+share and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to you and
+the other investors in this offering. Our initial stockholders acquired the founder shares at a nominal price, significantly contributing
+to this dilution. Upon the closing of this offering, you and the other public stockholders will incur an immediate and substantial dilution
+of approximately 84% (or $7.61 per share, assuming no exercise of the underwriters over-allotment option), the difference between
+the pro forma net tangible book value per share after this offering of $1.48 and the effective offering price of $9.09
+per unit, after giving effect to the shares underlying the rights included in the units.
+
+ 
+
+We may amend the terms of the rights and warrants
+in a manner that may be adverse to holders of the rights or public warrants with the approval by the holders of
+at least 65% of the then outstanding rights or public warrants, respectively.
+
+ 
+
+Our rights will be issued in registered
+form under a rights agreement, and our warrants will be issued in registered form under a warrant agreement, each between
+Continental Stock Transfer & Trust Company, as rights or warrant agent as applicable, and us. Each of
+the rights agreement and the warrant agreement provides that the terms of the rights or warrants, as applicable,
+may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the
+approval by the holders of at least 65% of the then outstanding rights or public warrants, as applicable, to make
+any change that adversely affects the interests of the registered holders of the rights or public warrants, as applicable.
+Accordingly, we may amend the terms of the rights or the public warrants in a manner adverse to a holder if holders of
+at least 65% of the then outstanding rights or public warrants, as applicable, approve of such amendment. Although
+our ability to amend the terms of the rights or public warrants with the consent of at least 65% of the then holders
+of such securities is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise
+price of the warrants, shorten the exercise period or decrease the number of shares of our common stock purchasable upon exercise
+of a warrant.
+
+ 
+
+We may redeem your unexpired warrants prior to their exercise
+at a time that is disadvantageous to you, thereby making your warrants worthless.
+
+ 
+
+We have the ability to redeem outstanding
+warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that
+the last reported sales price of our common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period
+ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. We may not redeem the
+warrants when a holder may not exercise such warrants. Redemption of the outstanding warrants could force you (i) to exercise
+your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell
+your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the
+nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially
+less than the market value of your warrants. None of the private placement warrants included within the private placement units
+will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.
+
+ 
+
+Our rights and warrants may have an adverse effect
+on the market price of our common stock and make it more difficult to effectuate our initial business combination.
+
+ 
+
+We will be issuing rights to receive
+500,000 shares of our common stock (or up to 575,000 shares of common stock if the underwriters over-allotment option is
+exercised in full) upon the consummation of our initial business combination and warrants to purchase 5,000,000 shares of our
+common stock (or up to 5,750,000 shares of common stock if the underwriters over-allotment option is exercised in full)
+as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing an aggregate
+of 330,000 units (or 360,000 units if the underwriters over-allotment option is exercised in full) for an aggregate of
+$3,3 75 ,000 in the form of cash proceeds and debt cancellation in a private placement to certain of our sponsors and the
+anchor investors. The private placement units will include rights to receive 33,000 shares of our common stock (or 36,000
+if the underwriters over-allotment option is exercised in full) and warrants to purchase 330,000 shares of our common stock
+(or up to 360,000 shares if the underwriters over-allotment option is exercised in full). In addition, if our initial stockholders
+make any working capital loans, up to $1,500,000 of such loans may be convertible, at the option of the lender, into private placement
+units at a price of $10.00 per unit of the post business combination entity. To the extent we issue shares of common stock to
+effectuate a business combination, the potential for the issuance of a substantial number of additional shares of common stock
+upon conversion of the rights and/or exercise of these warrants could make us a less attractive acquisition vehicle to a target
+business. Such rights and warrants, if and when converted or exercised, would increase the number of issued and outstanding shares
+of our common stock and reduce the value of the shares of common stock issued to complete the business combination. Therefore,
+our rights and warrants may make it more difficult to effectuate a business combination or increase the cost of acquiring the
+target business.
+
+ 
+
+ 50 
+
+ 
+
+ 
+
+ 
+
+Because each unit
+contains one right that entitles the holder thereof to receive one-tenth of one share of common stock, the units may be worth
+less than units of other blank check companies.
+
+ 
+
+Each unit contains one right and each right entitles the holder thereof to receive
+one-tenth of one share of common stock upon the consummation of an initial business combination. Pursuant to the rights agreement,
+the rights may only be converted for a whole number of shares, which means you must hold 10 rights in order to receive one share
+of common stock. We have established the components of the units in this way in order to reduce the dilutive effect of the rights
+upon completion of our initial business combination. While we believe this makes us a more attractive merger partner for target
+businesses, this unit structure may nevertheless cause our units to be worth less than if they included a right to purchase one
+whole share.
+
+ 
+
+The
+determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities
+and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering
+price of our units properly reflects the value of such units than you would have in a typical offering of an operating company.
+
+ 
+
+Prior
+to this offering there has been no public market for any of our securities. The public offering price of the units and the terms
+of the rights and warrants were negotiated between us and the underwriters. In determining the size of this offering,
+management held customary organizational meetings with representatives of the underwriters, both prior to our inception and thereafter,
+with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise
+on our behalf. Factors considered in determining the size of this offering, prices and terms of the units, including the common
+stock, rights and warrants underlying the units, include:
+
+ 
+
+ the
+ history and prospects of companies whose principal business is the acquisition of other
+ companies;
+
+ 
+
+ prior
+ offerings of those companies;
+
+ 
+
+ our
+ prospects for acquiring an operating business at attractive values;
+
+ 
+
+ our
+ capital structure;
+
+ 
+
+ an
+ assessment of our management and their experience in identifying operating companies;
+
+ 
+
+ general
+ conditions of the securities markets at the time of this offering; and
+
+ 
+
+ other
+ factors as were deemed relevant.
+
+ 
+
+Although
+these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an
+operating company in a particular industry since we have no historical operations or financial results.
+
+ 
+
+Provisions
+in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the
+price investors might be willing to pay in the future for our common stock and could entrench management.
+
+ 
+
+Our
+amended and restated certificate of incorporation will contain provisions that may discourage unsolicited takeover proposals that
+stockholders may consider to be in their best interests. These provisions include the ability of the board of directors to designate
+the terms of and issue new series of preferred stock, which may make more difficult the removal of management and may discourage
+transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
+
+ 
+
+We
+are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these
+provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment
+of a premium over prevailing market prices for our securities.
+
+ 
+
+ 51 
+
+ 
+
+ 
+
+ 
+
+Provisions
+in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against
+our directors and officers.
+
+ 
+
+Our amended and restated certificate of incorporation
+will require, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding
+brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee
+to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant
+to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv) any action asserting a
+claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of
+Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that
+there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent
+to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive
+jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject
+matter jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented
+to service of process on such stockholder s counsel. Although we believe this provision benefits us by providing increased consistency
+in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable,
+and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although
+our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.
+
+ 
+
+Notwithstanding the foregoing, our amended and restated certificate
+of incorporation will provide that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created
+by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27
+of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
+Act or the rules and regulations thereunder. Although we believe this provision benefits us by providing increased consistency in the
+application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits
+against our directors and officers.
+
+ 
+
+General
+Risks
+
+ 
+
+We
+are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to
+achieve our business objective.
+
+ 
+
+We
+are a newly formed company with no operating results, and we will not commence operations until obtaining funding through this
+offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective
+of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings
+with any prospective target business concerning a business combination and may be unable to complete our initial business combination.
+If we fail to complete our initial business combination, we will never generate any operating revenues.
+
+ 
+
+If
+we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance
+requirements and our activities may be restricted, which may make it difficult for us to complete our business combination.
+
+ 
+
+If
+we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including, without
+limitation, restrictions on the nature of our investments, and restrictions on the issuance of our securities, each of which may
+make it difficult for us to complete our business combination. In addition, we may have imposed upon us burdensome requirements,
+including, without limitation, registration as an investment company; adoption of a specific form of corporate structure; and
+reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
+
+ 
+
+In
+order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we
+must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our
+activities do not include investing, reinvesting, owning, holding or trading "investment securities" constituting
+more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business
+will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for
+the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to
+buy unrelated businesses or assets or to be a passive investor.
+
+ 
+
+We
+do not believe that our anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the
+trust account may be invested by the trustee only in United States government treasury bills with a maturity of 185 days or less
+or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under
+the Investment Company Act. Because the investment of the proceeds will be restricted to these instruments, we believe we will
+meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act. If we were
+deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional
+expenses for which we have not allotted funds and may hinder our ability to consummate a business combination. If we are unable
+to complete our initial business combination, our public stockholders may receive only approximately $10.10 per share on
+the liquidation of our trust account and our rights and warrants will expire worthless.
+
+ 
+
+ 52 
+
+ 
+
+ 
+
+ 
+
+Changes
+in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and
+results of operations.
+
+ 
+
+We
+are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to
+comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may
+be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from
+time to time and those changes could have a material adverse effect on our business, investments and results of operations. In
+addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect
+on our business and results of operations.
+
+ 
+
+There
+is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity
+and price of our securities.
+
+ 
+
+There
+is currently no market for our securities. Stockholders therefore have no access to information about prior market history on
+which to base their investment decision. Following this offering, the price of our securities may vary significantly due to one
+or more potential business combinations and general market or economic conditions. Furthermore, an active trading market for our
+securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market
+can be established and sustained.
+
+ 
+
+We
+are an emerging growth company within the meaning of the Securities Act, and we intend to take advantage of certain exemptions
+from disclosure requirements available to emerging growth companies, which could make our securities less attractive to investors
+and may make it more difficult to compare our performance with other public companies.
+
+ 
+
+We
+are an "emerging growth company" within the meaning of the Securities Act, as modified by the JOBS Act, and we intend
+to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
+are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements
+of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic
+reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
+and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have
+access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances
+could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds
+$700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of
+the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on
+these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading
+prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities
+and the trading prices of our securities may be more volatile.
+
+ 
+
+ 53 
+
+ 
+
+ 
+
+ 
+
+Further,
+Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
+accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
+effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
+financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and
+comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.
+We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it
+has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised
+standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements
+with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of
+using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
+
+ 
+
+Compliance
+obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require
+substantial financial and management resources, and increase the time and costs of completing an acquisition.
+
+ 
+
+Section 404
+of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report
+on Form 10-K for the year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer
+or an accelerated filer will we be required to comply with the independent registered public accounting firm attestation requirement
+on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be
+required to comply with the independent registered public accounting firm attestation requirement on our internal control over
+financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act
+particularly burdensome on us as compared to other public companies because a target company with which we seek to complete our
+initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its
+internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act
+may increase the time and costs necessary to complete any such acquisition.
+
+ 
+
+ 54 
+
+ 
+
+ 
+
+ 
+
+CAUTIONARY
+NOTE REGARDING FORWARD-LOOKING STATEMENTS
+
+ 
+
+Some
+statements contained in this prospectus may constitute "forward-looking statements" for purposes of the federal securities
+laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team s
+expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections,
+forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking
+statements. The words "anticipate," "believe," "continue," "could," "estimate,"
+"expect," "intends," "may," "might," "plan," "possible,"
+"potential," "predict," "project," "should," "would" and similar expressions
+may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
+Forward-looking statements in this prospectus may include, for example, statements about:
+
+ 
+
+ our
+ ability to select an appropriate target business or businesses;
+
+ 
+
+ our
+ ability to complete our initial business combination;
+
+ 
+
+ our
+ expectations around the performance of the prospective target business or businesses;
+
+ 
+
+ our
+ success in retaining or recruiting, or changes required in, our officers, key employees
+ or directors following our initial business combination;
+
+ 
+
+ our
+ officers and directors allocating their time to other businesses and potentially having
+ conflicts of interest with our business or in approving our initial business combination,
+ as a result of which they would then receive expense reimbursements;
+
+ 
+
+ our
+ potential ability to obtain additional financing to complete our initial business combination;
+
+ 
+
+ our
+ pool of prospective target businesses;
+
+ 
+
+ the
+ ability of our officers and directors to generate a number of potential acquisition opportunities;
+
+ 
+
+ our
+ public securities potential liquidity and trading;
+
+ 
+
+ the
+ lack of a market for our securities;
+
+ 
+
+ the
+ use of proceeds not held in the trust account or available to us from interest income
+ on the trust account balance;
+
+ 
+
+ the
+ trust account not being subject to claims of third parties; or
+
+ 
+
+ our
+ financial performance following this offering.
+
+ 
+
+The
+forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments
+and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have
+anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control)
+or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by
+these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under
+the heading "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions
+prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake
+no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
+except as may be required under applicable securities laws.
+
+ 
+
+ 55 
+
+ 
+
+ 
+
+ 
+
+USE
+OF PROCEEDS
+
+ 
+
+We
+are offering 5,000,000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering
+together with the funds we will receive from the sale of the private placement units will be used as set forth in the following
+table.
+
+ 
+
+ 
+ Without
+ Over-Allotment
+ Option 
+ Over-Allotment
+ Option
+ Exercised
+
+ Gross proceeds 
+ 
+ 
+
+ Gross proceeds from units offered to public(1) 
+ $50,000,000 
+ $57,500,000 
+
+ Gross proceeds from private placement units offered in the
+ private placement(2) 
+ 3,375,000 
+ 3,375,000 
+
+ Total gross proceeds 
+ $ 53,375,000 
+ $60,875,000 
+
+ Estimated Offering expenses 
+ 
+ 
+
+ Underwriting
+ discounts and commissions(3) 
+ 1,500,000 
+ 1,500,000 
+
+ Legal fees and expenses 
+ 225,000 
+ 225,000 
+
+ Nasdaq listing and filing fees 
+ 75,000 
+ 75,000 
+
+ Underwriter s counsel and road show expenses 
+ 150,000 
+ 150,000 
+
+ Directors and officer s insurance 
+ 200,000 
+ 200,000 
+
+ Printing and EDGAR filing fees 
+ 40,000 
+ 40,000 
+
+ Accounting fees and expenses 
+ 45,000 
+ 45,000 
+
+ FINRA filing fees 
+ 18,181 
+ 18,181 
+
+ SEC registration fees 
+ 12,860 
+ 12,860 
+
+ Miscellaneous 
+ 33,959 
+ 33,959 
+
+ Total offering expenses (other than underwriting commissions) 
+ $800,000 
+ $800,000 
+
+ Proceeds after offering expenses 
+ $ 51,075,000 
+ $58,575,000 
+
+ Held in trust account 
+ $50,500,000 
+ $58,075,000 
+
+ % of public offering size 
+ 101% 
+ 101%
+
+ Not held in trust account 
+ $ 575,000 
+ $500,000 
+
+ 
+
+The
+following table shows the use of the approximately $575,000 of net proceeds not held in the trust account.(4)
+
+ 
+
+ 
+ Amount 
+ % of Total 
+
+ Legal,
+ accounting, due diligence, travel, and other expenses in connection with any business combination 
+ $250,000 
+ 43.48 %
+
+ Legal
+ and accounting fees related to regulatory reporting obligations 
+ 60,000 
+ 10.43 %
+
+ Payment
+ for office space, administrative and support services 
+ 105,000 
+ 18.26 %
+
+ Working
+ capital to cover other miscellaneous expenses 
+ 160,000 
+ 27.83 %
+
+ Total 
+ $ 575,000 
+ 100.0%
+
+ 
+
+ 
+
+(1)
+Includes amounts payable to public stockholders who properly redeem their shares in connection with our successful completion of our initial business combination.
+
+(2)
+The
+ anchor investors will be purchasing 125,000 private placement units (135,000 units in the
+ event of an over-allotment) for an aggregate of $2,000,000 in cash. Mr. Yezhuvath will be
+ issued units in exchange for the cancellation of loans he has made to us . As of the date
+ of this prospectus, a total of $1,105,000 is owed to Mr. Yezhuvath. Upon closing of the offering,
+ he will receive 205,000 private placement units in exchange for the cancellation of $1,030,000
+ in outstanding loans. In the event the over-allotment option is exercised in full, the anchor
+ investors will receive an additional 10,000 private placement units without the payment of
+ any additional consideration and Mr. Yezhuvath will be issued an additional 20,000 private
+ placement units in exchange for the cancellation of the remaining $75,000. If there is no
+ exercise of the over-allotment, this $75,000 will be forgiven without any additional securities
+ being issued. Mr. Yezhuvath has also agreed to make an additional loan to us of $225,000
+ in the event the over-allotment option is exercised which would only be drawn down at the
+ time of business combination. The proceeds would be used to pay the incremental underwriting
+ discount on the over-allotment shares which the underwriter has agreed to defer the receipt
+ of until a business combination is consummated. Mr. Yezhuvath has agreed to forgive this
+ amount without any additional securities being issued against it. Seema Rao, another
+ of our sponsors, has agreed to the forgiveness of $270,000 in loans due to her without
+ the issuance of any additional securities. We will contribute the like amount of cash into
+ the trust for the benefit of the public stockholders.
+
+(3)
+Does not include the portion of the underwriting discounts and commissions attributable to the over-allotment ($225,000 in the aggregate if the underwriters over-allotment option is exercised in full) that will be payable to the underwriters solely in the event that we complete an initial business combination, subject to the terms of the underwriting agreement.
+
+ (4)
+ These
+ expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth
+ herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating
+ and structuring a business combination based upon the level of complexity of such business combination. In the event we identify
+ an acquisition target in a specific industry subject to specific regulations, we may incur additional expenses associated
+ with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and, as a result,
+ we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in
+ our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations,
+ to the extent they exceed current estimates for any specific category of expenses, would not be available for other expenses.
+ In addition, in order to finance transaction costs in connection with an intended initial business combination, our initial
+ stockholders or an affiliate of our initial stockholders or certain of our officers and directors may, but are not obligated
+ to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts
+ out of the proceeds of the trust account released to us. Otherwise, such loans would be repaid only out of funds held outside
+ the trust account. In the event that our initial business combination does not close, we may use a portion of the working
+ capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to
+ repay such loaned amounts. The terms of such loans, if any, have not been determined and no written agreements exist with
+ respect to such loans.
+
+ 
+
+ 56 
+
+ 
+
+ 
+
+ 
+
+The
+rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a
+trust account. Of the net proceeds of this offering and the sale of the private placement units, $50,500,000 (or $58,075,000
+if the underwriters over-allotment option is exercised in full) will be placed in a trust account with Continental
+Stock Transfer & Trust Company acting as trustee and will be invested only in U.S. government treasury bills with a maturity
+of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company
+Act which invest only in direct U.S. government treasury obligations. Based on current interest rates, and assuming no exercise
+of the over-allotment option, we estimate that the interest earned on the trust account will be approximately $30,000 per
+year, assuming an interest rate of 0.06% per year; however, we can provide no assurances regarding this amount. We will not be
+permitted to withdraw any of the principal or interest held in the trust account, except with respect to interest earned on the
+funds held in the trust account that may be released to us to pay our taxes, if any. The proceeds from this offering will not
+be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the
+redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate
+of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not
+complete our initial business combination within 15 months (or up to 21 months from the closing of this offering
+if we extend the period of time to consummate a business combination, as described in more detail in this prospectus)from the
+closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-business combination
+activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination within
+15 months (or up to 21 months from the closing of this offering if we extend the period of time to consummate a
+business combination, as described in more detail in this prospectus)from the closing of this offering, subject to applicable
+law. Based on current interest rates, interest earned on the trust account may not be sufficient to pay taxes.
+
+ 
+
+The
+net proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately
+complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or
+not all of the funds released from the trust account are used for payment of the consideration in connection with our initial
+business combination, we may apply the balance of the cash released from the trust account for general corporate purposes, including
+for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness
+incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
+
+ 
+
+We
+believe that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated.
+This belief is based on the fact that while we may begin preliminary due diligence of a target business in connection with an
+indication of interest, we intend to undertake in-depth due diligence, depending on the circumstances of the relevant
+prospective acquisition, only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses
+the terms of a business combination. However, if our estimate of the costs of undertaking in-depth due diligence and
+negotiating a business combination is less than the actual amount necessary to do so, we may be required to raise additional capital,
+the amount, availability and cost of which is currently unascertainable. If we are required to seek additional capital, we could
+seek such additional capital through loans or additional investments from our initial stockholders, members of our management
+team or their affiliates, but such persons are not under any obligation to advance funds to, or invest in, us.
+
+ 
+
+ 57 
+
+ 
+
+ 
+
+ 
+
+We
+will enter into an Administrative Services Agreement pursuant to which we will pay (commencing on the effective date of this registration
+statement) an affiliate of one of our officers a total of $5,000 per month. We believe these types of arrangements are customary
+among many SPACs. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
+
+ 
+
+ 
+
+ As of the date of this prospectus,
+our sponsors have lent us an aggregate of $1,375,000. Mr. Yezhuvath, one of our sponsors, has made an aggregate of $1,105,000
+in loans to us. Mr. Yezhuvath will be issued 205,000 private placement units in exchange for the cancellation of $1,030,000 in
+loans he has made to us. In the event of the exercise of the over-allotment option in full, Mr. Yezhuvath will be issued an additional
+20,000 private placement units for the cancellation of the remaining $75,000 in loans owed to him. If there is no exercise of
+the over-allotment option, this $75,000 will be forgiven without any additional securities being issued. Mr. Yezhuvath has also
+agreed to make an additional loan to us of $225,000 in the event of the over-allotment option is exercised which would only be
+drawn down only at the time of the Business Combination. The proceeds would be used to pay the incremental underwriting discount
+due on the over-allotment shares which the underwriter has agreed to defer until the initial Business Combination is consummated.
+Mr. Yezhuvath has agreed to forgive this amount without any additional securities being issued against it. Seems Rao has agreed
+to forgive the $270,000 loan extended by her, without the issuance of any further securities upon the successful completion of
+the offering. If the offering is not consummated, the loans owed to Mr. Yezhuvath will be forgiven and will not be repayable and
+the remaining related party loan balance of $270,000 will be repaid in cash within 6 months from the date of the loan agreement. 
+
+ 
+
+ 
+
+In
+addition, in order to finance transaction costs in connection with an intended initial business combination, our initial stockholders
+or an affiliate of our initial stockholders or certain of our officers and directors may, but are not obligated to, loan us funds
+as may be required. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of
+the trust account released to us. Otherwise, such loans would be repaid only out of funds held outside the trust account. In the
+event that our initial business combination does not close, we may use a portion of the working capital held outside the trust
+account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to
+$1,500,000 of such loans may be convertible, at the option of the lender, into units at a price of $10.00 per unit
+of the post business combination entity. The units would be identical to the private placement units, including
+as to exercise price, exercisability and exercise period of the warrants included therein. The terms of such loans by our
+initial stockholders, officers and directors, if any, have not been determined and no written agreements exist with respect to
+such loans. We do not expect to seek loans from parties other than our initial stockholders or an affiliate of our initial stockholders
+as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek
+access to funds in our trust account.
+
+ 
+
+DIVIDEND
+POLICY
+
+ 
+
+We
+have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of
+our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings,
+if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The
+payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors
+at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends
+in the foreseeable future, except if we increase the size of the offering, in which case we will effect a stock dividend or other
+appropriate mechanism immediately prior to the consummation of the offering in an amount as to maintain the ownership of our initial
+stockholders prior to this offering at 20% of our issued and outstanding shares of common stock upon the consummation of this
+offering (excluding the Representative s shares). Further, if we incur any indebtedness in connection with our business
+combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
+
+ 
+
+ 58 
+
+ 
+
+ 
+
+ 
+
+DILUTION
+
+ 
+
+The
+difference between the public offering price per share of common stock, assuming no value is attributed to the warrants included
+in the units we are offering pursuant to this prospectus, and the pro forma net tangible book value per share of our common stock
+after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated
+with the exercise of warrants, including the private placement warrants included within the private placement units, which
+would cause the actual dilution to the public stockholders to be higher, particularly where a cashless exercise is utilized. Net
+tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total
+liabilities (including the value of common stock which may be redeemed for cash), by the number of outstanding shares of our common
+stock.
+
+ 
+
+At June 21, 2021, our net tangible book deficit
+was ($134,236), or approximately $(0.093) per share of common stock. After giving effect to the sale of 5,000,000 shares of common
+stock included in the units we are offering by this prospectus and the sale of the private placement units, and the deduction
+of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value at June 21, 2021 would
+have been $1.480 per share (or $1.315 per share, if the underwriters over-allotment option is exercised in full),
+representing an immediate increase in net tangible book value of $1.587 per share (or $1.408 if the over-allotment option
+is exercised in full) to our initial stockholders as of the date of this prospectus. For purposes of presentation, we have reduced
+our pro forma net tangible book value after this offering (assuming no exercise of the underwriters over-allotment option)
+by $40,597,808 (or $47,294,536 assuming full exercise of the over-allotment option) because holders of up to approximately
+80.39% of our public shares (or 81.44% assuming full exercise of the over-allotment option) may redeem their shares for
+a pro rata share of the aggregate amount then on deposit in the trust account at a per-share redemption price equal
+to the amount in the trust account as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate
+amount held in trust two days prior to the commencement of our tender offer or stockholders meeting, including interest (which
+interest shall be net of taxes payable) divided by the number of shares of common stock sold in this offering).
+
+ 
+
+The
+following table illustrates the dilution to the public stockholders on a per-share basis, assuming no value is attributed
+to the warrants included in the units:
+
+ 
+
+ 
+ Without
+ Over-allotment 
+ With
+ Over-allotment
+
+ Public offering price (1) 
+ $9.091 
+ 9.091 
+
+ Net tangible book value before this offering 
+ $(0.107) 
+ (0.093)
+
+ Increase attributable to public shares and private placement units 
+ $ 1.587 
+ 1.408 
+
+ Pro forma net tangible book value after this offering and the sale of the private placement units 
+ $ 1.480 
+ 1.315 
+
+ 
+ 
+ 
+
+ Dilution to public stockholders 
+ $ 7.611 
+ 7.776 
+
+ 
+ 
+ 
+
+ Percentage of dilution to new investors 
+ 83.72 % 
+ 85.54%
+
+ 
+
+(1)Calculated assuming the issuance of an additional
+ 500,000 shares underlying the rights to the public stockholders (or 575,000 shares
+ if the over-allotment is exercised).
+
+ 
+
+The following table sets forth information
+with respect to our initial stockholders and the public stockholders:
+
+ 
+
+ 
+ Shares Purchased 
+ Total Consideration 
+ Average
+ Price per
+
+ 
+ Number 
+ Percentage 
+ Amount 
+ Percentage 
+ Share
+
+ Initial stockholders(1) 
+ 1,250,000 
+ 17.77% 
+ $14,375 
+ 0.03% 
+ $0.01 
+
+ Representative shares 
+ 285,000 
+ 4.05 
+ 2,850 
+ 0.00 
+ 0.01 
+
+ Public stockholders(2) 
+ 5,500,000 
+ 78.18 
+ 50,000,000 
+ 99.97 
+ 9.09 
+
+ 
+ 7,035,000 
+ 100.00% 
+ $50,017,225 
+ 100.00% 
+ 
+
+ 
+
+(1)
+Assumes the full forfeiture of 187,500 shares that are subject to forfeiture by our sponsors depending on the extent to which the underwriters over-allotment option is exercised.
+
+(2)
+Includes 500,000 shares underlying the stock rights included in the public units.
+
+ 
+
+ 59 
+
+ 
+
+ 
+
+ 
+
+The
+pro forma net tangible book value per share after the offering is calculated as follows:
+
+ 
+
+ 
+ 
+ Without
+ Over-allotment 
+ With
+ Over-allotment
+
+ 
+ Numerator: 
+ 
+ 
+
+ 
+ Net tangible book value before this offering 
+ $(134,236) 
+ $(134,236)
+
+ 
+ Net proceeds from this offering and private placements(1) 
+ 51,075,000 
+ 58,575,000 
+
+ 
+ Net proceeds from representative shares 
+ 2,850 
+ 3,278 
+
+ 
+ Plus: Offering costs paid in advance, excluded from tangible book value 
+ 147,395 
+ 147,395 
+
+ 
+ Less: Warrant liability 
+ (5,493,200) 
+ (6,296,900)
+
+ 
+ Less: Proceeds held in trust subject to conversion/tender 
+ (40,597,808 ) 
+ (47,294,536)
+
+ 
+ 
+ $5,000,001 
+ $5,000,001 
+
+ 
+ Denominator: 
+ 
+ 
+
+ 
+ Shares of common stock outstanding prior to this offering 
+ 1,437,500 
+ 1,437,500 
+
+ 
+ Shares of common stock forfeited if over-allotment option is not exercised 
+ (187,500) 
+ — 
+
+ 
+ Shares of common stock included in the units offered 
+ 5,000,000 
+ 5,750,000 
+
+ 
+ Shares of common stock included in the private units(2) 
+ 330,000 
+ 360,000 
+
+ 
+ Shares underlying the rights in the public units offered (3) 
+ 500,000 
+ 575,000 
+
+ 
+ Shares underlying the rights in the private units( 4 ) 
+ 33,000 
+ 36,000 
+
+ 
+ Representative shares 
+ 285,000 
+ 327,750 
+
+ 
+ Less: shares subject to redemption 
+ (4,019,585 ) 
+ (4,682,627)
+
+ 
+ 
+ 3,378,415 
+ 3,803,623 
+
+ 
+
+ 
+
+(1) The net proceeds assuming over –allotment of $58,575,000
+excludes the underwriters commission payable on the over-allotment option of $225,000. This will be paid directly by the sponsor
+in the event of a Business Combination. The net proceeds from the private placement consist of $2,000,000 in cash received from the anchor
+investors from the sale of 125,000 private placement units (135,000 in the event of an over-allotment) and the cancellation of $1,030,000
+in a note and loans payable to Mr. Yezhuvath in exchange for the issuance of 205,000 private placement units. As of the date of this
+prospectus, a total of $1,105,000 is owed to Mr. Yezhuvath. Upon closing of the offering, he will receive 205,000 private placement units
+in exchange for the cancellation of $1,030,000 in outstanding loans. In the event the over-allotment option is exercised in full, an
+additional 20,000 private placement units will be issued to him in exchange for the cancellation of the remaining $75,000. If there is
+no exercise of the over-allotment option, this $75,000 will be forgiven without any additional securities being issued. Mr. Yezhuvath
+has also agreed to make an additional loan to us of $225,000 in the event of the over-allotment is exercised which would only be drawn
+down at the time of the Business Combination. The proceeds would be used to pay the incremental underwriting discount on the over-allotment
+shares which the underwriter has agreed to defer the receipt of until the Business Combination is consummated. Mr. Yezhuvath has agreed
+to forgive this amount without any additional securities being issued against it. Seema Rao, another of our sponsors has agreed to
+forgive the $270,000 loan she has made to us with no additional securities being issued.
+
+ 
+
+(2) Includes 205,000 shares to be issued for the conversion of the
+related party loans payable or 225,000 shares if the over –allotment option is exercised in full.
+
+ 
+
+(3) Assumes the issuance of an additional 500,000 shares underlying
+the rights included in the public units or 575,000 if the over-allotment option exercised.
+
+ 
+
+(4) Assumes the issuance of an additional 33,000 shares underlying
+the rights included in the private placement units or 36,000 if the over-allotment option is exercised
+
+ 
+
+ 
+
+ 60 
+
+ 
+
+ 
+
+ 
+
+CAPITALIZATION
+
+ 
+
+The following table sets forth our capitalization
+at June 21, 2021, and as adjusted to give effect to the sale of 5,000,000 units in this offering for $50,000,000 (or $10.00 per
+unit) and the sale of 330,000 private placement units for $3,3 75 ,000 and the application of the estimated net proceeds
+(excluding net working capital of $575,000 not held in the trust account) derived from the sale of such securities:
+
+ 
+ 
+ June 21, 2021
+
+ 
+ 
+ Actual 
+ As Adjusted(1)
+
+ 
+ Loan payable to related party(1) 
+ $1,152,429 
+ $ — 
+
+ 
+ Warrant liability(2) 
+ — 
+ 5,493,200 
+
+ 
+ Common stock subject
+ to possible redemption, -0- shares actual and 4,019,585 shares as adjusted(3) 
+ — 
+ 40,597,808 
+
+ 
+ Stockholders equity: 
+ 
+ 
+
+ 
+ Preferred stock, $0.01 par value, shares authorized 0 (actual), 1,000,000 shares (as adjusted); no shares issued or outstanding (actual and as adjusted) 
+ — 
+ — 
+
+ 
+ Common Stock. $0.01 par value, authorized 10,000,000 (actual), 100,000,000 (as adjusted);
+ 2,875,000 shares issued (actual), 8,302,500 shares issued (as adjusted); 1,437,500 shares outstanding (actual), 2,845,415
+ shares outstanding (as adjusted), excluding 4,019,585 shares (subject to possible redemption) 
+ 28,750 
+ 28,454 
+
+ 
+ Less: Treasury Stock, 1,437,500 shares at cost 
+ (14,375) 
+ (14,375)
+
+ 
+ Additional paid-in capital 
+ — 
+ 4,987,138 
+
+ 
+ Accumulated deficit 
+ (1,216) 
+ (1,216)
+
+ 
+ Total stockholders equity 
+ 13,159 
+ 5,000,001 
+
+ 
+ Total capitalization 
+ $1,165,588 
+ $ 51,091,009 
+
+ 
+
+ 
+
+ 
+
+ (1)
+ Represents borrowings
+ from our sponsor. As of the date of this prospectus, there was a total of $1,375,000 owed to our sponsor. Such loans will be forgiven
+ or cancelled in exchange for 205,000 private placement units assuming there is no exercise of the over-allotment option. 
+
+ (2)
+ We will account for the 5,330,000
+ warrants to be issued in connection with this offering (5,000,000 included in the public units and 330,000 included in
+ the private placement units) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants
+ do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability at its fair value. Accordingly,
+ we will classify each warrant as a liability at its fair value. Such warrant classification is also subject to re-evaluation at each
+ reporting period.
+
+ (3)
+ Upon the completion of our initial business combination, we will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable) subject to the limitations described herein whereby our net tangible assets will be maintained at a minimum of $5,000,001 either immediately before or after the consummation of our initial business combination and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination.
+
+ 
+
+ 
+
+ 61 
+
+ 
+
+ 
+
+ 
+
+MANAGEMENT S
+DISCUSSION AND ANALYSIS OF
+
+FINANCIAL CONDITION AND RESULTS OF OPERATIONS
+
+ 
+
+Overview
+
+ 
+
+We
+are a blank check company incorporated on January 21, 2021 as a Delaware corporation and formed for the purpose of effecting a
+merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or
+more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf,
+engaged in any substantive discussions directly or indirectly, with any business combination target with respect to an initial
+business combination with us. While our efforts in identifying a prospective target business for our initial business combination
+will not be limited to a particular industry or geographic region, we intend to initially focus our search on identifying a prospective
+target business in the healthcare industry. We intend to effectuate our initial business combination using cash from the proceeds
+of this offering, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target,
+additional equity raised through a public or private offering, or a combination of the foregoing.
+
+ 
+
+The
+issuance of additional shares in connection with a business combination to the owners of the target or other investors:
+
+ 
+
+ may
+ significantly dilute the equity interest of investors in this offering;
+
+ 
+
+ may
+ subordinate the rights of holders of common stock if shares of preferred stock are issued
+ with rights senior to those of our common stock;
+
+ 
+
+ could
+ cause a change in control if a substantial number of shares of our common stock are issued,
+ which may affect, among other things, our ability to use our net operating loss carry
+ forwards, if any, and could result in the resignation or removal of our present officers
+ and directors;
+
+ 
+
+ may
+ have the effect of delaying or preventing a change of control of us by diluting the share
+ ownership or voting rights of a person seeking to obtain control of us; and
+
+ 
+
+ may
+ adversely affect prevailing market prices for our common stock and/or warrants.
+
+ 
+
+Similarly,
+if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result
+in:
+
+ 
+
+ default
+ and foreclosure on our assets if our operating revenues after an initial business combination
+ are insufficient to repay our debt obligations;
+
+ 
+
+ acceleration
+ of our obligations to repay the indebtedness even if we make all principal and interest
+ payments when due if we breach certain covenants that require the maintenance of certain
+ financial ratios or reserves without a waiver or renegotiation of that covenant;
+
+ 
+
+ our
+ immediate payment of all principal and accrued interest, if any, if the debt is payable
+ on demand;
+
+ 
+
+ our
+ inability to obtain necessary additional financing if the debt contains covenants restricting
+ our ability to obtain such financing while the debt is outstanding;
+
+ 
+
+ our
+ inability to pay dividends on our common stock;
+
+ 
+
+ using
+ a substantial portion of our cash flow to pay principal and interest on our debt, which
+ will reduce the funds available for dividends on common stock if declared, expenses,
+ capital expenditures, acquisitions and other general corporate purposes;
+
+ 
+
+ limitations
+ on our flexibility in planning for and reacting to changes in our business and in the
+ industry in which we operate;
+
+ 
+
+ increased
+ vulnerability to adverse changes in general economic, industry and competitive conditions
+ and adverse changes in government regulation; and
+
+ 
+
+ limitations
+ on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
+ debt service requirements, execution of our strategy and other purposes and other disadvantages
+ compared to our competitors who have less debt.
+
+ 
+
+ 62 
+
+ 
+
+ 
+
+ 
+
+As
+indicated in the accompanying financial statements, at June 21, 2021, we had deferred offering costs of $147,395.
+Further, we expect to incur significant additional offering costs and costs in the pursuit of our initial business combination.
+We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
+
+ 
+
+Results
+of Operations and Known Trends or Future Events
+
+ 
+
+We
+have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational
+activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues
+until after completion of our initial business combination. We will generate non-operating income in the form of interest
+income on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position
+and no material adverse change has occurred since the date of our audited financial statements. After this offering, we expect
+to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),
+as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering.
+
+ 
+
+Liquidity
+and Capital Resources
+
+ 
+
+Our
+liquidity needs have been satisfied through the payment by our sponsors of $14,375 to cover certain of our offering costs in
+exchange for the issuance of certain of the founder shares to our sponsors and loans from our sponsor in the aggregate of $1,375,000.
+As of the date of this prospectus, a total of $1,105,000 is owed to Mr. Yezhuvath. Upon closing of the offering, he will receive
+205,000 private placement units in exchange for the cancellation of $1,030,000 in outstanding loans. In the event the over-allotment
+option is exercised in full, an additional 20,000 private placement units will be issued to him in exchange for the cancellation of
+the remaining $75,000. If there is no exercise of the over-allotment option, this $75,000 will be forgiven without any additional
+securities being issued. Seema Rao, another of our sponsors has agreed to the foregiveness of a $270,000 loan she has made to us
+with no additional securities being issued. Mr. Yezhuvath has also agreed to loan us an
+additional $225,000 in the event the over-allotment option is exercise in full which would only be drawn down in the event of a
+business combination. The proceeds would be used to pay the incremental underwriting discount on the over-allotment shares which the
+underwriter has agreed to defer the receipt of until a business combination is consummated. In the event the over-allotment option
+is not exercised, these funds would not be available to us. 
+
+ 
+
+We estimate that the net proceeds from
+the sales of the units in this offering and the private placement units, after deducting offering expenses of approximately
+$800,000 and underwriting discounts and commissions of $1,500,000 (excluding potential business combination marketing fees
+payable to I-Bankers of $1,750,000) will be $51,075,000. $50,500,000 will be held in the trust account,
+which includes funds for the business combination marketing fees described above. If the underwriters over-allotment
+option is exercised in full, we estimate that the net proceeds from the sales of the units in this offering and the private
+placement units, after deducting offering expenses of approximately $800,000 and underwriting discounts and commissions of
+$1,500,000 (excluding the potential business combination marketing fees payable to I-Bankers of $2,012,500, as
+well as up to $225,000 of deferred discounts and commissions attributable to the over-allotment that will be payable to the
+underwriters solely in the event that we complete an initial business combination, subject to the terms of the underwriting
+agreement), will be $58,575,000. $58,075,000 will be held in the trust account, which includes the funds for potential
+business combination marketing fees described above. The proceeds held in the trust account will be invested only in U.S.
+government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under
+Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The
+remaining approximately $575,000 ($500,000 if the over-allotment is exercised in full) will not be held in the trust
+account. In the event that our offering expenses exceed our estimate of $800,000, we may fund such excess with funds not to
+be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would
+decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of
+$800,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
+
+ 
+
+We
+intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on
+the trust account (excluding the business combination marketing fees payable to I-Bankers) to complete our initial business
+combination. We may withdraw interest to pay our taxes and liquidation expenses if we are unsuccessful in completing a business
+acquisition. We estimate our annual franchise tax obligations, based on the number of shares of our common stock authorized and
+outstanding after the completion of this offering, to be $200,000, which is the maximum amount of annual franchise taxes payable
+by us as a Delaware corporation per annum, which we may pay from funds from this offering held outside of the trust account or
+from interest earned on the funds held in the trust account and released to us for this purpose. Our annual income tax obligations
+will depend on the amount of interest and other income earned on the amounts held in the trust account reduced by our operating
+expense and franchise taxes. We expect the interest earned on the amount in the trust account will be sufficient to pay our income
+taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination,
+the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business
+or businesses, make other acquisitions and pursue our growth strategies.
+
+ 
+
+Prior
+to the completion of our initial business combination, we will have available to us the approximately $575,000 ($500,000 if
+the over-allotment is exercised in full) of proceeds held outside the trust account. We will use these funds primarily to
+pay expenses associated with being a public company and to identify and evaluate target businesses, perform business due diligence
+on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses
+or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure,
+negotiate and complete a business combination.
+
+ 
+
+ 63 
+
+ 
+
+ 
+
+ 
+
+We
+do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating
+our business prior to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due
+diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient
+funds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance
+transaction costs in connection with an intended initial business combination, our initial stockholders or one of its affiliates or certain
+of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination,
+we would repay such loaned amounts (subject to the conversion rights described below). In the event that our initial business combination
+does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds
+from our trust account would be used for such repayment. Up to $1,500,000 of such loans may at the option of the lender determined at
+the time of the loan be convertible into private placement units at a price of $10.00 per unit of the post business
+combination entity. The unit would be identical to the private placement units, including, with respect to the
+warrants contained therein, as to exercise price, exercisability and exercise period. The terms of such loans, if any, have not been
+determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we
+do not expect to seek loans from parties other than our initial stockholders or their affiliates as we do not believe third parties will
+be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
+
+ 
+
+We
+expect our primary liquidity requirements during the period after this offering and prior to our initial business combination
+to include approximately $250,000 for legal, accounting, due diligence, travel and other expenses associated with structuring,
+negotiating and documenting successful business combinations; $60,000 for legal and accounting fees related to regulatory reporting
+requirements; $105,000 for office space, secretarial and administrative services; and approximately $ 160 ,000 for general
+working capital that will be used for miscellaneous expenses and reserves.
+
+ 
+
+These
+amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not
+being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business
+or as a down payment or to fund a "no-shop" provision (a provision designed to keep target businesses from
+"shopping" around for transactions with other companies or investors on terms more favorable to such target businesses)
+with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered
+into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as
+a down payment or to fund a "no-shop" provision would be determined based on the terms of the specific business
+combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach
+or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect
+to, prospective target businesses.
+
+ 
+
+Moreover,
+we may need to obtain additional financing to complete our initial business combination, either because the transaction requires
+more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant
+number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur
+debt in connection with such business combination. In addition, we intend to target businesses with enterprise values that are
+greater than we could acquire with the net proceeds of this offering and the sale of the private placement units,
+and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts
+needed to satisfy any redemptions by public stockholders, we may be required to seek additional financing to complete such proposed
+initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our
+working capital needs and transaction costs in connection with our search for and completion of our initial business combination.
+There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans,
+advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements
+or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities
+laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are
+unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced
+to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand
+is insufficient, we may need to obtain additional financing in order to meet our obligations.
+
+ 
+
+ 64 
+
+ 
+
+ 
+
+ 
+
+Controls
+and Procedures
+
+ 
+
+We
+will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31,
+2022. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer an emerging
+growth company would we be required to comply with the independent registered public accounting firm attestation requirement.
+Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain
+exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies
+including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
+requirement.
+
+ 
+
+Prior
+to the closing of this offering, we have not completed an assessment, nor has our independent registered public accounting firm
+tested our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior
+to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine
+are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance
+with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target
+businesses we may consider for our initial business combination may have internal controls that need improvement in areas such
+as:
+
+ 
+
+ staffing
+ for financial, accounting and external reporting areas, including segregation of duties;
+
+ 
+
+ reconciliation
+ of accounts;
+
+ 
+
+ proper
+ recording of expenses and liabilities in the period to which they relate;
+
+ 
+
+ evidence
+ of internal review and approval of accounting transactions;
+
+ 
+
+ documentation
+ of processes, assumptions and conclusions underlying significant estimates; and
+
+ 
+
+ documentation
+ of accounting policies and procedures.
+
+ 
+
+Because
+it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary
+for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant
+expenses in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal
+and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud
+or erroneous financing reporting.
+
+ 
+
+Once
+our management s report on internal controls is complete, we will retain our independent registered public accounting firm
+to audit and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. The independent registered
+public accounting firm may identify additional issues concerning a target business s internal controls while performing
+their audit of internal control over financial reporting.
+
+ 
+
+Quantitative
+and Qualitative Disclosures about Market Risk
+
+ 
+
+The
+net proceeds of this offering and the sale of the private placement units held in the trust account will be invested
+in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions
+under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due
+to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
+
+ 
+
+Off-Balance Sheet
+Arrangements; Commitments and Contractual Obligations; Quarterly Results
+
+ 
+
+As
+of June 21, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of
+Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is
+included in this prospectus as we have not conducted any operations to date.
+
+ 
+
+ 65 
+
+ 
+
+ 
+
+ 
+
+JOBS
+Act
+
+ 
+
+The
+JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We
+will qualify as an "emerging growth company" and under the JOBS Act will be allowed to comply with new or revised
+accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the
+adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on
+the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our
+financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public
+company effective dates.
+
+ 
+
+Additionally,
+we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.
+Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on
+such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm s
+attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all
+of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall
+Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory
+audit firm rotation or a supplement to the independent registered public accounting firm s report providing additional information
+about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation
+related items such as the correlation between executive compensation and performance and comparisons of the CEO s compensation
+to median employee compensation. These exemptions will apply for a period of five years following the completion of this offering
+or until we are no longer an "emerging growth company," whichever is earlier.
+
+ 
+
+ 66 
+
+ 
+
+ 
+
+ 
+
+PROPOSED
+BUSINESS
+
+ 
+
+Overview
+
+ 
+
+We
+are a blank check company incorporated in Delaware formed for the purpose of acquiring, engaging in a share exchange, share reconstruction
+and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging
+in any other similar business combination with one or more businesses or entities, which we refer to throughout this prospectus
+as our initial business combination. Although we are not limited to a particular industry or geographic region for purposes of
+consummating an initial business combination, we intend to we intend to focus on B2B enterprise software companies, particularly
+those operating in the customer engagement space within the telecommunications, retail and financial services industries in North
+America and Western Europe, ideally those with a recurring revenue model and an overall transaction value of at least $400 million.
+We have not identified any acquisition target and we have not, nor has anyone on our behalf, initiated any discussions to identify
+any acquisition target. From the date of our formation through the date of this prospectus, there have been no communications
+or discussions between any of our officers, directors or our sponsors and any of their contacts or relationships regarding a potential
+initial business combination with our company. Additionally, we have not engaged or retained any agent or other representative
+to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly,
+to locate or contact a target business.
+
+ 
+
+The customer engagement arena has been growing
+and evolving at a rapid pace over the past few years. Given its critical importance to enterprises, we expect the growth of the
+space to accelerate in the years to come. The COVID-19 pandemic has also accelerated the speed of adoption of various
+customer engagement solutions by enterprises due to the increased need to digitally engage with customers. Accordingly, we expect
+a large number of private companies to need capital due to attractive acquisition opportunities. In addition, we see the COVID-19
+pandemic as a long-term catalyst in accelerating the broader adoption of customer engagement solutions.
+
+ 
+
+We intend to employ a proactive acquisition
+strategy focused on identifying potential business combination targets in the chosen space. Likely targets will include
+software companies operating within the overall customer engagement sector for various industry verticals. We believe strongly
+in our management team s ability to add value from both an operating and a financing perspective, which has been a key driver
+of our past successes and which we believe will continue to be central to our differentiated acquisition strategy.
+
+ 
+
+Our
+ideal target company profile:
+
+ 
+
+(1)Operates
+ in the B2B enterprise software arena with a recurring revenue business model;
+
+ 
+
+(2)Provides
+ services
+ to
+ the
+ telecom,
+ financial
+ services,
+ or
+ retail
+ sectors;
+ and
+
+ 
+
+(3)Utilizes
+ big data analytics technologies, advanced artificial intelligence/machine learning algorithms,
+ cloud capabilities, and IoT-friendly infrastructure
+
+ 
+
+Business
+Strategy
+
+ 
+
+We
+will seek to create compelling stockholder value by leveraging the track record, strong network, and complementary experience
+of our management team and sponsors, which includes experts in nearly all facets of the telecommunications, retail and financial
+services sectors and strong expertise in investment management. Highlights of our team include the following:
+
+ 
+
+Our Management and Business Strategy
+
+ 
+
+We will seek to create compelling stockholder value by leveraging the track record,
+strong network, and complementary experience of our management team and sponsors, which includes experts in nearly all facets
+of the telecommunications, retail and financial services sectors and strong expertise in investment management. Highlights of
+our team include the following:
+
+ 
+
+Subash
+Menon, Chief Executive Officer and Chairman of the Board
+
+ 
+
+ Currently
+ CEO and Co-founder of Pelatro (LON: PTRO), a Customer Engagement enterprise software
+ company listed on the Alternative Investment Market ("AIM") and the London
+ Stock Exchange ("LSE"). Having founded Pelatro in 2013, Mr. Menon has propelled
+ the growth of the company to its current stage with currently approximately 200 employees
+ across five offices and an enterprise customer base of 21 companies across 17 countries.
+ Mr. Menon guided Pelatro through a successful initial public offering ("IPO")
+ on the LSE in 2017.
+
+ 
+
+ As
+ former
+ CEO
+ and
+ Founder
+ of
+ Subex
+ Limited
+ ("Subex"),
+ Mr.
+ Menon
+ grew
+ and
+ transformed
+ a
+ start-up
+ into
+ a
+ publicly-traded
+ enterprise
+ software
+ company
+ providing
+ digital
+ trust
+ products
+ to
+ communication
+ service
+ providers.
+ At
+ its
+ peak
+ under
+ Mr.
+ Menon s
+ leadership,
+ Subex
+ had
+ over
+ 1,400
+ employees
+ across
+ 10
+ offices
+ and
+ generated
+ over
+ $110
+ million
+ in
+ revenue
+ across
+ an
+ enterprise
+ customer
+ base
+ of
+ approximately
+ 200
+ companies.
+ During
+ Mr.
+ Menon s
+ tenure,
+ Subex
+ achieved
+ a
+ market
+ cap
+ of
+ approximately
+ $430
+ million
+ and
+ received
+ the
+ "NASSCOM
+ Innovation
+ Award"
+ from
+ the
+ President
+ of
+ India.
+
+ 
+
+ Mr.
+ Menon
+ guided
+ Subex
+ through
+ multiple
+ acquisitions
+ in
+ the
+ UK,
+ US
+ and
+ Canada
+ and
+ through
+ a
+ successful
+ IPO
+ in
+ 1999
+ in
+ India:
+ National
+ Stock
+ Exchange
+ (NSE:
+ SUBEXLTD)
+ and
+ Bombay
+ Stock
+ Exchange
+ (BSE:
+ 532348).
+
+ 
+
+ The
+ financial
+ instruments
+ of
+ Subex
+ are
+ listed
+ on
+ stock
+ exchanges
+ in
+ London,
+ Luxembourg
+ and
+ Singapore.
+
+ 
+
+ Mr.
+ Menon
+ holds
+ a
+ degree
+ in
+ Electrical
+ Engineering
+ with
+ Honors
+ from
+ the
+ prestigious
+ National
+ Institute
+ of
+ Technology,
+ Durgapur
+ in
+ India
+ and
+ is
+ a
+ Distinguished
+ Alumnus.
+
+ 
+
+ 67 
+
+ 
+
+ 
+
+ 
+
+Sudeesh
+Yezhuvath, Chief Operating Officer and Director
+
+ 
+
+ Mr.
+ Yezhuvath
+ has
+ three
+ decades
+ of
+ experience
+ in
+ the
+ telecom
+ industry. His
+ areas
+ of
+ expertise
+ include
+ post-merger
+ integration,
+ sales,
+ marketing,
+ product
+ management,
+ technical
+ operations
+ and
+ human
+ resources.
+
+ 
+
+ He
+ is
+ currently
+ COO,
+ Co-Founder
+ and
+ Executive
+ Director
+ of
+ Pelatro,
+ a
+ Customer
+ Engagement
+ enterprise
+ software
+ company
+ listed
+ on
+ the
+ AIM
+ and
+ the
+ LSE.
+
+ 
+
+ As
+ the
+ former
+ COO
+ and
+ Member
+ of
+ the
+ Board
+ of
+ Directors
+ at
+ Subex,
+ he
+ oversaw
+ Post-Merger
+ Integration
+ of
+ its
+ many
+ acquisitions
+ including
+ the
+ then-largest
+ cross-border
+ software
+ product
+ acquisition
+ from
+ India.
+
+ 
+
+ 
+ 
+Mr.
+Yezhuvath has a B.Tech degree from the University of Calicut.
+
+ 
+ 
+ 
+
+ 
+ 
+He
+has successfully worked together with Mr. Menon for two decades, having built and grown two successful enterprise software
+companies and navigated them through IPOs.
+
+ 
+
+Nicholos
+Hellyer, Chief Financial Officer and Secretary
+
+ 
+
+ Mr.
+ Hellyer
+ is
+ currently
+ Finance
+ Director
+ of
+ Pelatro
+ Plc,
+ and
+ is
+ responsible
+ for
+ all
+ financial
+ aspects
+ of
+ the
+ IPO
+ process,
+ including
+ historic
+ reporting
+ and
+ IFRS
+ conversion.
+
+ 
+
+ He
+ is
+ a
+ former
+ Senior
+ Investment
+ Banker
+ at
+ UBS,
+ HSBC,
+ and
+ Opus
+ Corporate
+ Finance;
+ advised
+ small
+ and
+ midcap
+ companies
+ in
+ a
+ broad
+ range
+ of
+ transactions,
+ including
+ IPOs,
+ fundraisings
+ and
+ mergers
+ and
+ acquisitions
+ ("M&A")
+ for
+ growth
+ and
+ entrepreneurial
+ companies.
+
+ 
+
+ 
+ 
+He previously held non-executive director roles in companies quoted on the UK AIM and the Swedish Nasdaq First North markets.
+
+ 
+ 
+ 
+
+ 
+ 
+Mr. Hellyer qualified
+as a Chartered Accountant with KPMG
+
+ 
+
+ He
+ has
+ a
+ B.Sc.
+ (First
+ Class
+ Honors)
+ in
+ Geography
+ and
+ Geology
+ from
+ Kings
+ College
+ London.
+
+ 
+
+Dr.
+Hossein Eslambolchi, Independent Director
+
+ 
+
+ Dr.
+ Eslambolchi
+ is
+ the
+ Chairman
+ and
+ CEO
+ of
+ CyberFlow
+ Analytics,
+ a
+ cyber-intelligence
+ software-as-a-service
+ ("SaaS")
+ company,
+ and
+ 2020
+ Venture
+ Partners,
+ which
+ provides
+ technology
+ and
+ operations
+ consulting
+ to
+ Private
+ Equity
+ Firms
+ and Venture Capitalists
+ in
+ the
+ areas
+ of
+ Telecommunication
+ Infrastructure,
+ Network
+ Intelligence
+ and
+ Information
+ and
+ Communications
+ Technology
+ ("ICT").
+
+ 
+
+ He
+ was
+ a
+ director
+ of
+ Clearwire
+ Corporation
+ from
+ 2010-2013
+ and
+ is
+ currently
+ on
+ the
+ Board
+ of
+ Directors
+ for
+ Hyperoffice,
+ a
+ privately-held
+ enterprise
+ software
+ company
+ offering
+ web
+ collaboration,
+ online
+ meeting,
+ web
+ conferencing,
+ online
+ database
+ and
+ email
+ marketing
+ applications
+ to
+ the
+ small
+ and
+ mid-sized
+ business
+ segment.
+
+ 
+
+ He
+ joined
+ AT&T
+ Bell
+ Laboratories in
+ 1986
+ and
+ rose
+ to
+ become
+ global
+ CTO
+ and
+ CIO,
+ President
+ and
+ CEO
+ of
+ AT&T
+ Labs
+ and
+ AT&T
+ Global
+ Network
+ Services
+ and
+ was
+ a
+ 16b
+ officer
+ of
+ the
+ company
+ as
+ of
+ 2001.
+ Served
+ on
+ AT&T s
+ governing
+ Executive
+ Committee.
+
+ 
+
+ He
+ is
+ regarded
+ in
+ scientific
+ community
+ as
+ expert
+ in
+ IP
+ network
+ design
+ and
+ reliability,
+ security,
+ IP
+ technologies,
+ services
+ and
+ IP
+ applications.
+ Dr.
+ Eslambolchi
+ is
+ known
+ for
+ establishing
+ industry
+ standard
+ business
+ processes
+ such
+ as
+ the
+ "Concept
+ of
+ One,"
+ the
+ "Concept
+ of
+ Zero,"
+ and
+ the
+ "Concept
+ of
+ None"
+ which
+ have
+ been
+ applied
+ effectively
+ to
+ streamline
+ production
+ processes.
+ He
+ is
+ also known
+ in
+ the
+ industry
+ for
+ the
+ "Eslambolchi
+ Law
+ of
+ Complexity,"
+ a
+ unique
+ model
+ designed
+ to
+ govern
+ telecom
+ protocols.
+
+ 
+
+ He
+ currently
+ serves
+ on
+ Board
+ of
+ Advisors
+ to
+ the
+ University
+ of
+ California
+ San
+ Diego
+ School
+ Of
+ Engineering,
+ Allegis
+ Capital
+ VC,
+ SquareZero,
+ RainStor,
+ Prodapt,
+ Tickets48
+ and
+ PureWave
+ Networks.
+ Dr.
+ Eslambolchi
+ also
+ serves
+ as
+ a
+ member
+ of
+ the
+ Board
+ of
+ Trustees
+ for
+ the
+ Shiraz
+ University
+ School
+ of
+ Medical
+ Sciences
+ in
+ New
+ York
+ City.
+
+ 
+
+ He
+ has
+ a
+ BS,
+ MS,
+ Ph.D.
+ and
+ Post
+ Doc
+ degrees
+ in
+ Applied
+ &
+ Astro Physics
+ with
+ highest
+ honors
+ from
+ University
+ of
+ California
+ San
+ Diego.
+
+ 
+
+ 68 
+
+ 
+
+ 
+
+ 
+
+ Some
+ of
+ his
+ sample
+ achievements
+ are:
+
+ 
+
+ He
+ holds
+ over
+ 1,000
+ patents
+ worldwide
+
+ 
+
+ He
+ received
+ the
+ AT&T
+ Fellow
+ Award,
+ AT&T s
+ highest
+ technical
+ honor,
+ 1999
+
+ 
+
+ He
+ received
+ the
+ Thomas
+ Alva
+ Edison
+ Inventor
+ of
+ the
+ Year
+ Award
+ by
+ the
+ New
+ Jersey
+ Inventors
+ Hall
+ of
+ Fame,
+ 1997
+ and
+ 2013.
+
+ 
+
+ He
+ is
+ one
+ of
+ the
+ Top
+ 100
+ alumni
+ in
+ the
+ history
+ of
+ the
+ University
+ of
+ California
+ San
+ Diego
+
+ 
+
+Vishant
+Vora, Independent Director
+
+ 
+
+ 
+ 
+Mr. Vora is a technology
+executive with over 30 years of experience in the telecom industry across the Americas, Europe and Asia
+
+ 
+
+ He
+ is
+ currently
+ President
+ of
+ Global
+ Operations
+ and
+ Managed
+ Services
+ at
+ Mavenir
+ (approx.
+ $427
+ million
+ revenue
+ in
+ 2019)
+ with
+ responsibility
+ for
+ global
+ end-to-end
+ business
+ operations
+ including
+ network
+ design,
+ rollout
+ and
+ deployments,
+ solutions
+ and
+ systems
+ integration
+ services,
+ managed
+ services
+ and
+ related
+ strategic
+ initiatives.
+
+ 
+
+ Mr.
+ Vora led the technological
+ transformation at Vodafone Romania as the CTO helping to grow the subscriber base over
+ 12 times
+
+ 
+
+ He
+ is
+ also
+ a
+ member
+ of
+ the
+ Vodafone
+ Global
+ Technology
+ Board
+ responsible
+ for
+ the
+ technological
+ direction
+ and
+ strategy
+ for
+ the
+ Vodafone
+ Group.
+
+ 
+
+ As
+ CTO of Vodafone Idea, India, Mr. Vora successfully integrated the networks and
+ operations of Vodafone and Idea into a global behemoth with over 300 million subscribers
+
+ 
+
+ At
+ Vodafone Idea, India, Mr. Vora oversaw a budget of approximately $4.5 billion
+ while leading a team of 6,000 people
+
+ 
+
+ He
+ was
+ awarded
+ the
+ "CTO
+ of
+ the
+ Year
+ in
+ India"
+ award
+ in
+ 2014
+
+ 
+
+ He
+ is
+ an
+ Alumnus
+ of
+ the
+ Harvard
+ Business
+ School
+ where
+ he
+ completed
+ the
+ General
+ Management
+ Program
+ in
+ Business
+ Administration
+
+ 
+
+ He
+ also
+ has
+ a
+ degree
+ in
+ Electrical
+ Engineering
+ from
+ Lawrence
+ Technological
+ University,
+ US
+
+ 
+
+Dr.
+Kumar Shiralagi, Independent Director
+
+ 
+
+ Dr.
+Shiralagi has been an investment advisor in the VC/PE industry since 2003
+
+ 
+
+ He
+ is
+ the
+ former
+ Managing
+ Director
+ at
+ Kalaari
+ Capital
+ Advisors
+ in
+ India
+ ("Kalaari").
+ Kalaari
+ manages
+ over
+ $650
+ million
+ and
+ has
+ several
+ investments
+ in
+ the
+ business-to-consumer
+ ("B2C")
+ space
+ including
+ milkbasket,
+ Zivame
+ and
+ Snapdeal.
+ Previously,
+ he
+ served
+ as
+ India
+ country
+ head
+ and
+ Director
+ for
+ Intel
+ Capital s
+ investments
+ in
+ South
+ Asia.
+ Intel
+ Capital
+ is
+ a
+ fund
+ set
+ up
+ by
+ Intel
+ Corporation,
+ focused
+ on
+ emerging
+ technologies
+ including
+ cloud
+ computing,
+ artificial
+ intelligence/machine
+ learning,
+ edge
+ computing
+ and
+ cyber
+ security.
+ Intel
+ Capital
+ past
+ investments
+ include
+ companies
+ such
+ as
+ Broadcom
+ and
+ RedHat.
+ Dr.
+ Shiralagi
+ served
+ in
+ key
+ roles
+ as
+ an
+ investor
+ and
+ a
+ Board
+ member
+ for
+ the
+ investments
+ made
+ both
+ by
+ Kalaari
+ and
+ Intel
+ Capital.
+
+ 
+
+ He
+ was
+ a
+ scientist
+ at
+ Motorola
+ Research
+ Laboratories
+ in
+ the
+ field
+ of
+ high-speed
+ devices,
+ optoelectronics
+ and
+ nanotechnology
+ and
+ published
+ over
+ 60
+ papers
+ in
+ reputable
+ journals
+ and
+ has
+ 23
+ issued
+ patents.
+
+ 
+
+ He
+previously worked at Motorola Ventures, the global investment arm of Motorola Solutions which invests in mission
+critical communications, video security & analytics, and public safety workflow software.
+
+ 
+
+ He
+ is
+ the
+ co-founder
+ and
+ COO
+ at
+ Lytek
+ Corporation
+ in
+ Phoenix
+ AZ,
+ a
+ manufacturer
+ of
+ surface
+ emitting
+ lasers.
+ 
+ 
+
+ Dr.
+ Shiralagi has an MBA from Thunderbird School of Global Management 
+
+ 
+
+ He
+ has
+ a
+ Bachelors
+ in
+ Electronics
+ and
+ Communications
+ from
+ National
+ Institute
+ of
+ Technology,
+ Surathkal
+ in
+ 1984;
+ MS
+ and
+ PhD
+ in
+ Electrical
+ Engineering
+ from
+ Arizona
+ State
+ University.
+
+ 
+
+Our
+directors and officers have deep relationships within the software industry and within the end user industries like telecommunications,
+financial services and retail. This extensive and deep pool of knowledge, experience and expertise will guide the corporation
+successfully with respect to all aspects of business, like strategy, identification of appropriate targets, acquisition,
+integration and operations. 
+
+ 
+
+ 69 
+
+ 
+
+ 
+
+ 
+
+Market
+Opportunity
+
+ 
+
+Although
+we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination,
+we intend to focus on B2B enterprise software companies, particularly those operating in the Customer Engagement space
+within the telecommunications, retail and financial services sectors. We will target businesses located in North America
+and Western Europe, ideally those with a recurring revenue model and an overall transaction value between of at least $400
+million. 
+
+ 
+
+Customer
+Engagement is the process of interacting with customers, either enterprise customers or consumers, through a variety of channels
+in order to strengthen relationships with them. Today, given the extremely high volume of interactions that take place in real
+time, customer engagement solutions utilize artificial intelligence/ machine learning and leverage big data to more effectively
+model and understand customer behavior, expectations and preferences. Such solutions drive revenue and better retention by enabling
+enterprises to more effectively communicate and interact with their customers through a superior digital experience. Today s
+customer engagement solutions cover a wide variety of applications including communication and fulfillment. These are often implemented
+in omni-channel engagement models utilizing a variety of modes and touchpoints including CRM platforms, web chat, social media,
+bots, instant messaging platforms, apps and customer self-service.
+
+ 
+
+The
+sponsors of Bannix Acquisition Corp. have particular expertise with B2B2X models ("business to business to X"), where
+"X" represents any type of end user, either enterprises or consumers. Having successfully developed customer engagement
+solutions for telecom companies operating within a B2B2X paradigm, we believe the current landscape provides for tremendous opportunities
+to acquire similar companies across the retail and financial services sectors.
+
+ 
+
+We
+believe the target universe of enterprise software companies offering Customer Engagement solutions is robust, particularly
+due to increasing demands and expectations of both enterprise customers and individual consumers. The below graph shows the strong
+projected growth of the Customer Engagement Solutions market.
+
+ 
+
+ 
+
+ 
+
+Global
+Customer Engagement Solutions Market
+
+ 
+
+ Source:
+Mordor Intelligence Report (CUSTOMER ENGAGEMENT SOLUTIONS MARKET - GROWTH, TRENDS, AND FORECAST 2020-2025)
+
+ 
+
+ 70 
+
+ 
+
+ 
+
+ 
+
+The graph given below
+provides considerable insight into the experience of consumers and customer experience professionals.
+
+ 
+
+ 
+
+ 
+
+Sources:
+Forrester Consulting, Aberdeen Group and Gartner Inc. 
+
+ 
+
+Given
+the disenchantment of consumers and the industry practitioners with the depth and quality of engagement, the market for
+innovative solutions is expected to expand significantly in the coming years. Further, an increasing
+number of enterprises will opt for these solutions to increase engagement with consumers, improve the digital experience of consumers,
+enhance brand awareness and deliver higher customer satisfaction. Consequently, demand is expected to grow robustly in all sectors,
+particularly in the sectors that we plan to focus on. Growth projections and market sizes are provided in the graphs given below.
+
+ 
+
+ 
+
+ 
+
+Sources:
+Grand View Research Report (Telecom Services Market Size, Share & Trends Analysis 2020-2027); The Business Research Company
+(Retail Global Market Report 2021: COVID-19 Impact And Recovery To 2030) and The Business Research Company Report (Financial Services
+Global Market Report 2021: COVID-19 Impact And Recovery To 2030.
+
+ 
+
+ 71 
+
+ 
+
+ 
+
+ 
+
+Acquisition
+Criteria
+
+ 
+
+We
+will seek to identify companies that have compelling market presence, growth potential and a combination of the following characteristics.
+We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter our initial business
+combination with a target business that does not meet these criteria and guidelines. We intend to acquire companies or assets
+that we believe have the following attributes:
+
+ 
+
+ Growth
+ Potential: high growth history and future trajectory in revenue top line, above industry
+ average;
+
+ 
+
+ Competitive
+ Position: Leading or growing market share compared to peer group;
+
+ 
+
+ Management
+ Team: Talented, highly motivated, experienced with strong execution track record;
+
+ 
+
+ Profitability
+ or
+ visible
+ path
+ to
+ profitability:
+ Strong
+ business
+ economics
+ and
+ good
+ operating
+ results
+ leading
+ to
+ profitability;
+ and
+ 
+
+ 
+
+ Operational
+ Efficiency: Possibility to improve through introduction of processes.
+
+ 
+
+These
+criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination
+may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our
+management may deem relevant.
+
+ 
+
+We
+are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with
+our advisors or our sponsors, officers or directors. In the event we seek to complete our initial business combination with a
+company that is affiliated with our sponsors, officers or directors, we will obtain an opinion from an independent investment
+banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination
+or transaction is fair to our company from a financial point of view.
+
+ 
+
+We
+currently do not have any specific business combination under consideration. Our officers and directors have neither individually
+selected nor considered a target business, nor have they had any substantive discussions regarding possible target businesses
+among themselves or with our underwriters or other advisors. Additionally, we have not, nor has anyone on our behalf, taken any
+substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged
+or retained any agent or other representative to select or locate any such acquisition candidate.
+
+ 
+
+With
+respect to the foregoing descriptions, past performance of our management team including the members of our board of directors,
+is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we
+will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance
+record of our management team or members of our board of directors as indicative of our future performance. Our officers and directors
+have not had experience with blank check companies or special purpose acquisition companies in the past. In addition, our directors
+and executive officers may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations
+with respect to initial business combination opportunities. For a list of our directors and executive officers and entities for
+which a conflict of interest may or does exist between such directors and officers and the company, as well as the priority and
+preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please
+refer to the table and subsequent explanatory paragraph under "Management — Conflicts of Interest."
+
+ 
+
+ 72 
+
+ 
+
+ 
+
+ 
+
+Effecting
+Our Initial Business Combination
+
+ 
+
+We
+are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering.
+We intend to complete our initial business combination using cash from the proceeds of this offering and the private placement
+of the private placement units, our share capital, debt or a combination of these as the consideration to be paid in our initial
+business combination. We may seek to complete our initial business combination with a company or business that may be financially
+unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies
+and businesses, although we will not be permitted to effectuate our initial business combination with another blank check company
+or a similar company with nominal operations.
+
+ 
+
+If
+our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust
+account are used for payment of the consideration in connection with our business combination or used for redemptions of our public
+shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including
+for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness
+incurred in completing our initial business combination, to fund the purchase of other assets, companies or for working capital.
+
+ 
+
+We
+may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of
+our initial business combination (which may include a specified future issuance), and we may complete our initial business combination
+using the proceeds of such offering rather than using the amounts held in the trust account. Subject to compliance with applicable
+securities laws, we would expect to complete such financing only simultaneously with the completion of our business combination.
+In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents
+or proxy materials disclosing the business combination would disclose the terms of the financing and, only if we determine necessary
+for business reasons or if required by law, we would seek stockholder approval of such financing. There are no prohibitions on
+our ability to raise funds privately, including pursuant to any specified future issuance, or through loans in connection with
+our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with
+respect to raising any additional funds through the sale of securities or otherwise.
+
+ 
+
+The
+time required to select and evaluate a target business and to structure and complete our initial business combination, and the
+costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect
+to the identification and evaluation of a prospective target business with which our business combination is not ultimately completed
+will result in our incurring losses and will reduce the funds we can use to complete another business combination.
+
+ 
+
+So
+long as we obtain and maintain a listing for our securities on Nasdaq, our initial business combination must be with one or more
+target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the
+trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement
+in connection with our initial business combination. If our board of directors is not able to independently determine the fair
+market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that
+is a member of FINRA, or an independent accounting firm with respect to the satisfaction of such criteria. Additionally, pursuant
+to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.
+
+ 
+
+ 73 
+
+ 
+
+ 
+
+ 
+
+We
+anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders
+own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure
+our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets
+of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons.
+However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding
+voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required
+to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50%
+or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority
+interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.
+For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
+capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the
+issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own
+less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity
+interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such
+business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business
+combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of
+the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender
+offer or for seeking stockholder approval, as applicable.
+
+ 
+
+Sourcing
+of Potential Business Combination Targets
+
+ 
+
+We
+expect to receive a number of proprietary transaction opportunities to originate as a result of the business relationships, direct
+outreach, and deal sourcing activities from the network built up by our management team, including the members of our board of
+directors. We also anticipate that target business candidates will be brought to our attention from various unaffiliated sources,
+including investment banking firms, consultants, accounting firms, private equity groups, large business enterprises, and other
+market participants. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited
+basis, since many of these sources will have read this prospectus and know what types of businesses we are targeting. Some of
+our officers and directors may enter into employment or consulting agreements with the post-transaction company following
+our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in
+our selection process of an acquisition candidate. In no event will our sponsors or any of our existing officers or directors,
+or any entity with which they are affiliated, be paid any finder s fee, consulting fee or other compensation prior to, or
+for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type
+of transaction that it is).
+
+ 
+
+We
+are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our
+sponsors, officers or directors. In the event we seek to complete our initial business combination with a business combination
+target that is affiliated with our sponsors, officers or directors, we, or a committee of independent directors, would obtain
+an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that such
+an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion
+in any other context. As more fully discussed in the section of this prospectus entitled "Management — Conflicts
+of Interest," if any of our officers or directors becomes aware of a business combination opportunity that falls within
+the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may
+be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity
+to us, subject to his or her fiduciary duties under Delaware law. As a result of these duties and obligations, situations may
+arise in which business opportunities may be given to one or more of these other entities prior to being presented to us.
+
+ 
+
+Financial
+Position
+
+ 
+
+With
+funds available for a business combination initially in the amount of $50,500,000 assuming no redemptions (or $58,075,000
+assuming no redemptions and the underwriters over-allotment option is exercised in full), we offer a target business
+a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion
+of its operations or strengthening its balance sheet by reducing its debt ratio. This amount includes up to $1,750,000
+of the business combination marketing fee payable to I-Bankers (or up to $2,012,500 if the underwriters 
+over-allotment option is exercised in full). Because we are able to complete our initial business combination using our cash,
+debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that
+will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not
+taken any steps to secure third party financing and there can be no assurance it will be available to us.
+
+ 
+
+ 74 
+
+ 
+
+ 
+
+ 
+
+Lack
+of Business Diversification
+
+ 
+
+For
+an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend
+entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations
+with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations
+and mitigate the risks of being in a single line of business. In addition, we intend to focus our search for an initial business
+combination in a single industry. By completing our business combination with only a single entity, our lack of diversification
+may:
+
+ 
+
+ subject
+ us to negative economic, competitive and regulatory developments, any or all of which
+ may have a substantial adverse impact on the particular industry in which we operate
+ after our initial business combination, and
+
+ 
+
+ cause
+ us to depend on the marketing and sale of a single product or limited number of products
+ or services.
+
+ 
+
+Limited
+ability to evaluate the target s management team
+
+ 
+
+Although
+we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting
+our business combination with that business, our assessment of the target business management may not prove to be correct.
+In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.
+Furthermore, the future role of members of our management team including our board of directors, if any, in the target business
+cannot presently be stated with any certainty. While it is possible that one or more of our directors will remain associated in
+some capacity with us following our business combination, it is presently unknown if any of them will devote their full efforts
+to our affairs subsequent to our business combination. Moreover, we cannot assure you that members of our management team will
+have significant experience or knowledge relating to the operations of the particular target business. The determination as to
+whether any members of our board of directors will remain with the combined company will be made at the time of our initial business
+combination.
+
+ 
+
+Following
+a business combination, to the extent that we deem it necessary, we may seek to recruit additional managers to supplement the
+incumbent management team of the target business. We cannot assure you that we will have the ability to recruit additional managers,
+or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management
+
+ 
+
+Stockholders
+may not have the ability to approve our initial business combination
+
+ 
+
+We
+may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder
+approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business
+or other legal reasons. Presented in the table below is a graphic explanation of the types of initial business combinations we
+may consider and whether stockholder approval is currently required under Delaware law for each such transaction.
+
+ 
+
+ Type
+ of Transaction 
+ Whether
+
+ Stockholder
+ Approval is
+ Required 
+
+ Purchase
+ of assets 
+ No 
+
+ Purchase
+ of stock of target not involving a merger with the company 
+ No 
+
+ Merger
+ of target into a subsidiary of the company 
+ No 
+
+ Merger
+ of the company with a target 
+ Yes 
+
+ 
+
+ 75 
+
+ 
+
+ 
+
+ 
+
+Under
+Nasdaq s listing rules, stockholder approval would be required for our initial business combination if, for example:
+
+ 
+
+ we
+ issue shares of common stock that will be equal to or in excess of 20% of the number
+ of shares of our common stock then outstanding (other than in a public offering);
+
+ 
+
+ any
+ of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has
+ a 5% or greater interest (or such persons collectively have a 10% or greater interest),
+ directly or indirectly, in the target business or assets to be acquired or otherwise
+ and the present or potential issuance of common stock could result in an increase in
+ outstanding common shares or voting power of 5% or more; or
+
+ 
+
+ the
+ issuance or potential issuance of common stock will result in our undergoing a change
+ of control.
+
+ 
+
+Permitted
+purchases of our securities
+
+ 
+
+In
+the event we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business
+combination pursuant to the tender offer rules, our initial stockholders, directors, officers, advisors or their affiliates may
+purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our
+initial business combination. However, they have no current commitments, plans or intentions to engage in such transactions and
+have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to
+purchase shares in such transactions. They will not make any such purchases when they are in possession of any material non-public information
+not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include
+a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial
+owner thereof and therefore agrees not to exercise its redemption rights. Subsequent to the consummation of this offering, we
+will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout
+periods and when they are in possession of any material non-public information and (ii) to clear all trades with
+our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to
+a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and
+size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan
+or determine that such a plan is not necessary.
+
+ 
+
+In
+the event that our initial stockholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated
+transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders
+would be required to revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases,
+if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction
+subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases
+that the purchases are subject to such rules, the purchasers will comply with such rules.
+
+ 
+
+The
+purpose of such purchases would be to (i) vote such shares in favor of the business combination and thereby increase the
+likelihood of obtaining stockholder approval of the business combination or (ii) to satisfy a closing condition in an agreement
+with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination,
+where it appears that such requirement would otherwise not be met. This may result in the completion of our business combination
+that may not otherwise have been possible.
+
+ 
+
+In
+addition, if such purchases are made, the public "float" of our common stock may be reduced and the number of beneficial
+holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading
+of our securities on a national securities exchange.
+
+ 
+
+Our
+initial stockholders, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom
+our initial stockholders, officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders
+contacting us directly or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials
+in connection with our initial business combination. To the extent that our initial stockholders, officers, directors, advisors
+or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have
+expressed their election to redeem their shares for a pro rata share of the trust account or vote against the business combination.
+Our initial stockholders, officers, directors, advisors or their affiliates will only purchase shares if such purchases comply
+with Regulation M under the Exchange Act and the other federal securities laws.
+
+ 
+
+ 76 
+
+ 
+
+ 
+
+ 
+
+Any
+purchases by our initial stockholders, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under
+the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which
+is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has
+certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our initial
+stockholders, officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate
+Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
+
+ 
+
+Ability
+to Extend Time to Complete Business Combination
+
+ 
+
+We
+will have until 15 months from the closing of this offering to consummate our initial business combination. However, if
+we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, by resolution
+of our board of directors if requested by our sponsors, extend the period of time to consummate a business combination up to two
+times, each by an additional three months (for a total of up to 21 months to complete a business combination), subject
+to the sponsors depositing additional funds into the trust account as set out below. Pursuant to the terms of our amended and
+restated certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer &
+Trust Company, LLC on the date of this prospectus, in order to extend the time available for us to consummate our initial business
+combination, our initial stockholders or their affiliates or designees, upon five days advance notice prior to the applicable
+deadline, must deposit into the trust account for each three-month extension, $500,000, or $575,000 if the underwriters 
+over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline,
+up to an aggregate of $1,000,000 (or $1,150,000 if the underwriters over-allotment option is exercised in
+full), or approximately $0.20 per share. In the event that we receive notice from our sponsors five days prior to the applicable
+deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three
+days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing
+whether or not the funds had been timely deposited. Our sponsors and its affiliates or designees are not obligated to fund the
+trust account to extend the time for us to complete our initial business combination.
+
+ 
+
+Redemption
+rights for public stockholders upon completion of our initial business combination
+
+ 
+
+We
+will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the
+completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount
+then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, including
+interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the
+limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.10 per public
+share (subject to increase of up to an additional approximately $0.20 per share in the event that our sponsors elect to extend
+the period of time to consummate a business combination, as described in more detail in this prospectus). The per share amount
+we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the fee payable to I-Bankers pursuant
+to the business combination marketing agreement. See the section entitled "Underwriting — Business Combination Marketing
+Agreement." Our sponsors, officers and directors have entered into a letter agreement with us, pursuant to which they have
+agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection
+with the completion of our business combination, although they will be entitled to liquidating distributions from the trust account
+with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time
+frame.
+
+ 
+
+Manner
+of Conducting Redemptions
+
+ 
+
+We
+will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the
+completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the
+business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of
+a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a
+variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder
+approval under the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and stock purchases would
+not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions
+where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation
+would require stockholder approval. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of
+the SEC unless stockholder approval is required by law or stock exchange listing requirement or we choose to seek stockholder
+approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we would
+be required to comply with such rules.
+
+ 
+
+ 77 
+
+ 
+
+ 
+
+ 
+
+If
+a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will,
+pursuant to our amended and restated certificate of incorporation:
+
+ 
+
+ conduct
+ the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act,
+ which regulate issuer tender offers, and
+
+ 
+
+ file
+ tender offer documents with the SEC prior to completing our initial business combination
+ which contain substantially the same financial and other information about the initial
+ business combination and the redemption rights as is required under Regulation 14A of
+ the Exchange Act, which regulates the solicitation of proxies.
+
+ 
+
+Upon
+the public announcement of our initial business combination, we or our initial stockholders will terminate any plan established
+in accordance with Rule 10b5-1 to purchase shares of our common stock in the open market if we elect to redeem our public
+shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.
+
+ 
+
+In
+the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business
+days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial
+business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public
+stockholders not tendering more than a specified number of public shares which are not purchased by our initial stockholders,
+which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible
+assets to be less than $5,000,001 both immediately before and after the consummation of our initial business combination (so that
+we are not subject to the SEC s "penny stock" rules) or any greater net tangible asset or cash requirement which
+may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than
+we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.
+
+ 
+
+If,
+however, stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain
+stockholder approval for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:
+
+ 
+
+ conduct
+ the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of
+ the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the
+ tender offer rules, and
+
+ 
+
+ file
+ proxy materials with the SEC.
+
+ 
+
+In
+the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection
+therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business
+combination.
+
+ 
+
+If
+we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of
+common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present
+in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all
+outstanding shares of capital stock of the company entitled to vote at such meeting. Our sponsors, executive officers and directors
+will count toward this quorum and have agreed to vote their founder shares and any public shares purchased during or after this
+offering in favor of our initial business combination. These quorum and voting thresholds, and the voting agreements of our sponsors,
+executive officers and directors may make it more likely that we will consummate our initial business combination. Each public
+stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. In
+addition, our sponsors, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed
+to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of a
+business combination.
+
+ 
+
+ 78 
+
+ 
+
+ 
+
+ 
+
+Our
+amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount
+that would cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our
+initial business combination (so that we are not subject to the SEC s "penny stock" rules). Redemptions of our
+public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to
+our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be
+paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate
+purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business
+combination. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are
+validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business
+combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares,
+and all shares of common stock submitted for redemption will be returned to the holders thereof.
+
+ 
+
+Limitation
+on redemption upon completion of our initial business combination if we seek stockholder approval
+
+ 
+
+Notwithstanding
+the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection
+with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide
+that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting
+in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking
+redemption rights with respect to Excess Shares. We believe this restriction will discourage stockholders from accumulating large
+blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed
+business combination as a means to force us, our initial stockholders or our management to purchase their shares at a significant
+premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding an
+aggregate of 15% or more of the shares sold in this offering could threaten to exercise its redemption rights if such holder s
+shares are not purchased by us, our initial stockholders or our management at a premium to the then-current market price or on
+other undesirable terms. By limiting our stockholders ability to redeem to less than 15% of the shares sold in this offering,
+we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete
+our business combination, particularly in connection with a business combination with a target that requires as a closing condition
+that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability
+to vote all of their shares (including Excess Shares) for or against our business combination.
+
+ 
+
+Tendering
+stock certificates in connection with a tender offer or redemption rights
+
+ 
+
+We
+may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their
+shares in "street name," to either tender their certificates to our transfer agent prior to the date set forth in
+the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the
+business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically
+using Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option. The tender
+offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business
+combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public
+stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up
+to two business days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender
+its shares if it wishes to seek to exercise its redemption rights. Given the relatively short exercise period, it is advisable
+for stockholders to use electronic delivery of their public shares.
+
+ 
+
+There
+is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering
+them through the DWAC System. The transfer agent will typically charge the tendering broker and it would be up to the broker whether
+or not to pass the cost on to the redeeming holder. However, the fee would be incurred regardless of whether or not we require
+holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising
+redemption rights regardless of the timing of when such delivery must be effectuated.
+
+ 
+
+ 79 
+
+ 
+
+ 
+
+ 
+
+The
+foregoing is different from the procedures used by some blank check companies. In order to perfect redemption rights in connection
+with their business combinations, many blank check companies would distribute proxy materials for the stockholders vote
+on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on
+the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was
+approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership.
+As a result, the stockholder then had an "option window" after the completion of the business combination during which
+he or she could monitor the price of the company s stock in the market. If the price rose above the redemption price, he
+or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation.
+As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would
+become "option" rights surviving past the completion of the business combination until the redeeming holder delivered
+its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder s
+election to redeem is irrevocable once the business combination is approved.
+
+ 
+
+Any
+request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials
+or the date of the stockholder meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share
+delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable
+date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically
+or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their
+shares will be distributed promptly after the completion of our initial business combination.
+
+ 
+
+If
+our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise
+their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In
+such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.
+
+ 
+
+If
+our initial business combination is not completed, we may continue to try to complete a business combination with a different
+target until 15 months from the closing of this offering.
+
+ 
+
+Redemption
+of public shares and liquidation if no initial business combination
+
+ 
+
+We
+will have only 15 months (or up to 21 months from the closing of this offering if we extend the period of time to
+consummate a business combination, as described in more detail in this prospectus) from the closing of this offering to complete
+our initial business combination. If we are unable to complete our initial business combination within such 15-month period
+(or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination,
+as described in more detail in this prospectus), we will: (i) cease all operations except for the purpose of winding up,
+(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
+payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of
+interest to pay dissolution expenses, which interest shall be net of taxes payable) divided by the number of then outstanding
+public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right
+to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
+following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
+subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
+law. There will be no redemption rights or liquidating distributions with respect to our rights and warrants, which will
+expire worthless if we fail to complete our initial business combination within the 15-month time period (or
+up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination,
+as described in more detail in this prospectus).
+
+ 
+
+Our
+initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their
+founder shares if we fail to complete our initial business combination within 15 months (or up to 21 months from
+the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail
+in this prospectus) from the closing of this offering. However, if our initial stockholders acquire public shares in or after
+this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if
+we fail to complete our initial business combination within the allotted 15-month (or up to 21 months
+from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail
+in this prospectus)time period.
+
+ 
+
+ 80 
+
+ 
+
+ 
+
+ 
+
+Our
+sponsors, officers and directors have agreed, pursuant to a written letter agreement with us, that they will not propose any
+amendment to our amended and restated certificate of incorporation that would affect (i) the substance or timing of our
+obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months
+from the closing of this offering or (ii) with respect to any other provision relating to stockholders rights
+or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem
+their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to
+the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable)
+divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would
+cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our initial
+business combination (so that we are not subject to the SEC s "penny stock" rules). If this optional
+redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net
+tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public
+shares at such time.
+
+ 
+
+We
+expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
+funded from amounts remaining out of the $575,000 ($500,000 if the over-allotment is exercised in full) of proceeds held outside
+the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not
+sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest
+accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000
+of such accrued interest to pay those costs and expenses.
+
+ 
+
+If
+we were to expend all of the net proceeds of this offering and the private placement, other than the proceeds deposited in the
+trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption
+amount received by stockholders upon our dissolution would be approximately $10.10. The proceeds deposited in the trust
+account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our
+public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will
+not be substantially less than $10.10. Under Section 281(b) of the DGCL, our plan of dissolution must provide for
+all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient
+assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders.
+While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all
+creditors claims.
+
+ 
+
+Although
+we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business
+execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account
+for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute
+such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent
+inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the
+waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the
+trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account,
+our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third
+party that has not executed a waiver if management believes that such third party s engagement would be significantly more
+beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute
+a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to
+be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable
+to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive
+any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and
+will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our
+sponsors have agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products
+sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount
+of funds in the trust account to below (i) $10.10 per public share or (ii) such lesser amount per public share held
+in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in
+each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed
+a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters
+of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver
+is deemed to be unenforceable against a third party, then our sponsors will not be responsible to the extent of any liability
+for such third-party claims. We have not asked our sponsors to reserve for such indemnification obligations, and our sponsors 
+only assets are securities of our company. Therefore, we cannot assure you that our sponsors would be able to satisfy those obligations.
+We believe the likelihood of our sponsors having to indemnify the trust account is limited because we will endeavor to have all
+vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest
+or claim of any kind in or to monies held in the trust account.
+
+ 
+
+ 81 
+
+ 
+
+ 
+
+ 
+
+In
+the event that the proceeds in the trust account are reduced below (i) $10.10 per public share or (ii) such lesser
+amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in
+value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsors assert
+that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular
+claim, our independent directors would determine whether to take legal action against our sponsors to enforce its indemnification
+obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsors
+to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment
+may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual
+value of the per-share redemption price will not be substantially less than $10.10 per share.
+
+ 
+
+We
+will seek to reduce the possibility that our sponsors will have to indemnify the trust account due to claims of creditors by endeavoring
+to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements
+with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsors will also
+not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including
+liabilities under the Securities Act. We will have access to up to $500,000 from the proceeds of this offering with which to pay
+any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be
+no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims
+and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors.
+In the event that our offering expenses exceed our estimate of $500,000, we may fund such excess with funds from the funds not
+to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease
+by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $500,000, the amount
+of funds we intend to be held outside the trust account would increase by a corresponding amount.
+
+ 
+
+Under
+the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received
+by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption
+of our public shares in the event we do not complete our initial business combination within 15 months (or up to 21
+months from the closing of this offering if we extend the period of time to consummate a business combination, as described
+in more detail in this prospectus) from the closing of this offering may be considered a liquidation distribution under Delaware
+law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it
+makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party
+claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought,
+and an additional 150 day waiting period before any liquidated distributions are made to stockholders, any liability of stockholders
+with respect to a liquidating distribution is limited to the lesser of such stockholder s pro rata share of the claim or
+the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of
+the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the 15th
+month (or up to the 21th month if we extend the time period in which to consummate a business combination as described
+in more detail in this prospectus) from the closing of this offering in the event we do not complete a business combination and,
+therefore, we do not intend to comply with those procedures.
+
+ 
+
+Because
+we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known
+to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought
+against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and
+our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would
+be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant
+to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers, prospective target
+businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim
+of any kind in or to any monies held in the trust account.
+
+ 
+
+ 82 
+
+ 
+
+ 
+
+ 
+
+As
+a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim
+that would result in any liability extending to the trust account is remote. Further, our sponsors may be liable only to the extent
+necessary to ensure that the amounts in the trust account are not reduced below (i) $10.10 per public share or (ii) such
+lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions
+in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes, and will not be liable as to
+any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the
+Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsors will not
+be responsible to the extent of any liability for such third-party claims.
+
+ 
+
+If
+we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held
+in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to
+the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the
+trust account, we cannot assure you we will be able to return $10.10 per share to our public stockholders. Additionally,
+if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions
+received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a "preferential
+transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover some or all amounts
+received by our stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors
+and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public
+stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be
+brought against us for these reasons.
+
+ 
+
+Our
+public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) the
+completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection
+with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing
+of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15
+months (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination,
+as described in more detail in this prospectus) from the closing of this offering or (B) with respect to any other provision
+relating to stockholders rights or pre-business combination activity, and (iii) the redemption of all of
+our public shares if we are unable to complete our initial business combination within 15 months from the closing of this
+offering, subject to applicable law. In no other circumstances will a stockholder have any right or interest of any kind to or
+in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder s
+voting in connection with the business combination alone will not result in a stockholder s redeeming its shares to us for
+an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights described above.
+
+ 
+
+Amended
+and Restated Certificate of Incorporation
+
+ 
+
+Our
+amended and restated certificate of incorporation will contain certain requirements and restrictions relating to this offering
+that will apply to us until the consummation of our initial business combination. If we seek to amend any provisions of our amended
+and restated certificate of incorporation relating to stockholders rights or pre-business combination activity,
+we will provide dissenting public stockholders with the opportunity to redeem their public shares in connection with any such
+vote. Specifically, our amended and restated certificate of incorporation will provide, among other things, that:
+
+ 
+
+ prior
+ to the consummation of our initial business combination, we shall either (1) seek
+ stockholder approval of our initial business combination at a meeting called for such
+ purpose at which stockholders may seek to redeem their shares, regardless of whether
+ they vote for or against the proposed business combination, into their pro rata share
+ of the aggregate amount then on deposit in the trust account, including interest (which
+ interest shall be net of taxes payable) or (2) provide our public stockholders with
+ the opportunity to tender their shares to us by means of a tender offer (and thereby
+ avoid the need for a stockholder vote) for an amount equal to their pro rata share of
+ the aggregate amount then on deposit in the trust account, including interest (which
+ interest shall be net of taxes payable) in each case subject to the limitations described
+ herein;
+
+ 
+
+ we
+ will consummate our initial business combination only if we have net tangible assets
+ of at least $5,000,001 either immediately before or after such consummation and, solely
+ if we seek stockholder approval, a majority of the outstanding shares of common stock
+ voted are voted in favor of the business combination;
+
+ 
+
+ if
+ our initial business combination is not consummated within 15 months (or up to
+ 21 months from the closing of this offering if we extend the period of time to
+ consummate a business combination, as described in more detail in this prospectus) from
+ the closing of this offering, then our existence will terminate and we will distribute
+ all amounts in the trust account; and
+
+ 
+
+ prior
+ to our initial business combination, we may not issue additional shares of capital stock
+ that would entitle the holders thereof to (i) receive funds from the trust account
+ or (ii) vote on any initial business combination.
+
+ 
+
+ 83 
+
+ 
+
+ 
+
+ 
+
+These
+provisions cannot be amended without the approval of holders of 65% of our common stock. In the event we seek stockholder approval
+in connection with our initial business combination, our amended and restated certificate of incorporation will provide that we
+may consummate our initial business combination only if approved by a majority of the shares of common stock voted by our stockholders
+at a duly held stockholders meeting.
+
+ 
+
+Comparison
+of redemption or purchase prices in connection with our initial business combination and if we fail to complete our business combination.
+
+ 
+
+The
+following table compares the redemptions and other permitted purchases of public shares that may take place in connection with
+the completion of our initial business combination and if we are unable to complete our business combination within 15
+months (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination,
+as described in more detail in this prospectus) from the closing of this offering.
+
+ 
+
+ 
+ 
+ Redemptions
+ in Connection
+
+ with our Initial
+
+ Business Combination
+ 
+ Other Permitted Purchases
+
+ of Public Shares by our
+
+ Affiliates
+ 
+ Redemptions if we fail to
+
+ Complete an Initial
+
+ Business Combination
+
+ Calculation of
+ redemption price
+ 
+ Redemptions
+ at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder
+ vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with
+ a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate
+ amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination
+ (which is initially anticipated to be $10.10 per share), including interest (which interest shall be net of taxes payable)
+ divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if
+ all of the redemptions would cause our net tangible assets to be less than $ 5,000,001 both immediately before and after the
+ consummation of our initial business combination and any limitations (including but not limited to cash requirements) agreed
+ to in connection with the negotiation of terms of a proposed business combination.
+ 
+ If
+ we seek stockholder approval of our initial business combination, our initial stockholders, directors, officers, advisors
+ or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following
+ completion of our initial business combination. Such purchases will only be made to the extent such purchases are able to
+ be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2)
+ and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares
+ in such transactions.
+ 
+ If
+ we are unable to complete our business combination within 15 months (or up to 21 months from the closing of this offering
+ if we extend the period of time to consummate a business combination, as described in more detail in this prospectus)
+ from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal
+ to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.10 per share),
+ including interest (less up to $100,000 of interest to pay dissolution expenses, which interest shall be net of taxes payable)
+ divided by the number of then outstanding public shares.
+
+ 
+ 
+ 
+ 
+
+ Impact
+ to remaining stockholders
+ 
+ The
+ redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders,
+ who will bear the burden of paying certain marketing fees to I-Bankers and interest withdrawn in order to pay taxes
+ (to the extent not paid from amounts accrued as interest on the funds held in the trust account).
+ 
+ If
+ the permitted purchases described above are made, there will be no impact to our remaining stockholders because the purchase
+ price would not be paid by us.
+ 
+ The
+ redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share
+ for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions
+
+ 
+
+ 84 
+
+ 
+
+ 
+
+ 
+
+Comparison
+of This Offering to Those of Blank Check Companies Subject to Rule 419
+
+ 
+
+The
+following table compares the terms of this offering to the terms of an offering by a blank check company subject to the provisions
+of Rule 419. This comparison assumes that the gross proceeds, underwriting commissions and underwriting expenses of our offering
+would be identical to those of an offering undertaken by a company subject to Rule 419, and that the underwriters will not exercise
+the underwriters over-allotment option. None of the provisions of Rule 419 apply to our offering.
+
+ 
+
+ 
+ 
+ Terms
+ of Our Offering
+ 
+ Terms
+ Under a Rule 419 Offering
+
+ Escrow
+ of offering proceeds
+ 
+ The
+ rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and
+ the private placement be deposited in a trust account.
+
+ 
+
+ $50,500,000
+ of the net proceeds of this offering and the sale of the private placement units will be deposited into a trust
+ account located in the United States with Continental Stock Transfer & Trust Company acting as trustee.
+
+ 
+ Approximately
+ $42,300,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions,
+ expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured
+ depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for
+ persons having the beneficial interests in the account.
+
+ 
+ 
+ 
+
+ Investment
+ of net proceeds
+ 
+ $50,500,000
+ of the net offering proceeds and the proceeds from the sale of the private placement units held in trust will be
+ invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain
+ conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury
+ obligations.
+ 
+ Proceeds
+ could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act
+ or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
+
+ 
+ 
+ 
+
+ Receipt
+ of interest on escrowed funds
+ 
+ Interest
+ on proceeds from the trust account to be paid to stockholders is reduced by (i) any taxes paid or payable, and (ii) in
+ the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000
+ of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses
+ of our dissolution and liquidation.
+ 
+ Interest
+ on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow
+ were released to us in connection with our completion of a business combination.
+
+ 
+
+ 85 
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ Terms
+ of Our Offering
+ 
+ Terms
+ Under a Rule 419 Offering
+
+ Limitation
+ on fair value or net assets of target business
+ 
+ The
+ Nasdaq rules require that our initial business combination must be with one or more target businesses that together have an
+ aggregate fair market value equal to at least 80% of the value of the assets held in the trust account (excluding certain
+ marketing fees payable to I-Bankers and taxes payable on the interest earned on the trust account) at the time of
+ our signing a definitive agreement in connection with our initial business combination. So long as we obtain and maintain
+ a listing for our securities on Nasdaq, we will be required to comply with such rule.
+ 
+ The
+ fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
+
+ 
+ 
+ 
+ 
+ 
+
+ Trading of securities issued
+ 
+ The
+ units are expected to begin trading on or promptly after the date of this prospectus. The common stock, rights and
+ warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus
+ (or, if such date is not a business day, the following business day) unless I-Bankers informs us of its decision
+ to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and
+ having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly
+ after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus.
+ If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a
+ second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the
+ exercise of the underwriters over-allotment option.
+ 
+ No
+ trading of the units or the underlying common stock and warrants would be permitted until the completion of a business combination.
+ During this period, the securities would be held in the escrow or trust account.
+
+ 
+ 
+ 
+
+ Exercise of the warrants
+ 
+ The
+ warrants cannot be exercised until the later of 30 days after the completion of our initial business combination or 15
+ months from the closing of this offering.
+ 
+ The
+ warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection
+ with the exercise would be deposited in the escrow or trust account.
+
+ 
+
+ 86 
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ Terms
+ of Our Offering
+ 
+ Terms
+ Under a Rule 419 Offering
+
+ Election to remain an
+ investor
+ 
+ We
+ will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata
+ share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of
+ our initial business combination, including interest, which interest shall be net of taxes payable, upon the completion
+ of our initial business combination, subject to the limitations described herein. We may not be required by law to hold
+ a stockholder vote. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant
+ to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of
+ the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information
+ about the initial business combination and the redemption rights as is required under the SEC s proxy rules. If,
+ however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with
+ a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval,
+ we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are
+ voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or
+ by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding
+ shares of capital stock of the company entitled to vote at such meeting.
+
+ 
+
+ Additionally,
+ each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed
+ transaction.
+
+ 
+ A prospectus containing
+ information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would
+ be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than
+ 45 business days from the effective date of a post-effective amendment to the company s registration statement, to decide
+ if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the
+ company has not received the notification by the end of the 45th business day, funds and interest or dividends,
+ if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors
+ elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of
+ the securities are issued.
+
+ 
+
+ 87 
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ Terms
+ of Our Offering
+ 
+ Terms
+ Under a Rule 419 Offering
+
+ Business combination
+ deadline
+ 
+ If
+ we are unable to complete an initial business combination within 15 months (or up to 21 months from the closing
+ of this offering if we extend the period of time to consummate a business combination, as described in more detail in this
+ prospectus) from the closing of this offering, we will (i) cease all operations except for the purpose of winding up,
+ (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares,
+ at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
+ interest (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided
+ by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights
+ as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and
+ (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
+ and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide
+ for claims of creditors and the requirements of other applicable law.
+ 
+ If
+ an acquisition has not been completed within 18 months after the effective date of the company s registration statement,
+ funds held in the trust or escrow account are returned to investors.
+
+ 
+
+ 88 
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ Terms
+ of Our Offering
+ 
+ Terms
+ Under a Rule 419 Offering
+
+ Release
+ of funds
+ 
+ Except
+ with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any,
+ the proceeds from this offering will not be released from the trust account until the earliest of (i) the completion
+ of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a
+ stockholder vote to amend and restate our amended and restated certificate of incorporation (A) to modify the substance
+ or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within
+ 15 months (or up to 21 months from the closing of this offering if we extend the period of time to consummate
+ a business combination, as described in more detail in this prospectus) from the closing of this offering or (B) with
+ respect to any other provision relating to stockholders rights or pre-business combination activity and (iii) the
+ redemption of all of our public shares if we are unable to complete our business combination within 15 months (or up
+ to 21 months from the closing of this offering if we extend the period of time to consummate a business combination,
+ as described in more detail in this prospectus) from the closing of this offering, subject to applicable law.
+ 
+ The
+ proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the
+ failure to effect a business combination within the allotted time.
+
+ 
+ 
+ 
+
+ Limitation on
+ redemption
+
+ rights
+ of stockholders
+
+ holding
+ 15% or more of
+
+ 
+
+ the
+ shares sold in this offering if we hold a stockholder vote
+
+ 
+ If
+ we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our
+ initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will
+ provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder
+ is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted
+ from seeking redemption rights with respect Excess Shares (an aggregate of 15% or more of the shares sold in this offering).
+ Our public stockholders inability to redeem Excess Shares will reduce their influence over our ability to complete
+ our business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open
+ market transactions.
+ 
+ Most
+ blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares
+ held by such stockholders in connection with an initial business combination.
+
+ 
+
+ 89 
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ Terms
+ of Our Offering
+ 
+ Terms
+ Under a Rule 419 Offering
+
+ Tendering
+ stock certificates in connection with a tender offer or redemption rights
+ 
+ We
+ may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their
+ shares in "street name," to either tender their certificates to our transfer agent prior to the date set forth
+ in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve
+ the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically
+ using Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option. The tender
+ offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial
+ business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly,
+ a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period,
+ or up to two days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender
+ its shares if it wishes to seek to exercise its redemption rights.
+ 
+ In
+ order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business
+ combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After
+ the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate
+ to verify ownership.
+
+ 
+
+Competition
+
+ 
+
+In
+identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition
+from other entities having a business objective similar to ours, including other blank check companies, private equity groups,
+venture capital funds leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities
+are well established and have significant experience identifying and effecting business combinations directly or through affiliates.
+Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire
+larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage
+in pursuing the acquisition of a target business. Furthermore, the requirement that, so long as our securities are listed on Nasdaq,
+we acquire a target business or businesses having a fair market value equal to at least 80% of the value of the trust account
+(less certain advisory fees to I-Bankers and taxes payable on interest earned and less any interest earned thereon that is
+released to us for taxes) at the time of the agreement to enter into the business combination, our obligation to pay cash in connection
+with our public stockholders who exercise their redemption rights, and our outstanding rights and warrants and the potential future
+dilution they represent, may not be viewed favorably by certain target businesses. Any of these factors may place us at a competitive
+disadvantage in successfully negotiating our initial business combination.
+
+ 
+
+Facilities
+
+ 
+
+We
+currently maintain our executive offices at 300 Tice Boulevard, Suite 315, Woodcliff Lake, NJ 07677. Currently we are not paying
+any rent for the use of this office. However, that might change in the coming months. We believe, based on rents and fees for
+similar services in Woodcliff, NJ, that, in the event of our having to pay a rent, that will not be more than $3,000 per month.
+We consider our current office space adequate for our current operations.
+
+ 
+
+Employees
+
+ 
+
+We
+currently have three officers. These individuals are not obligated to devote any specific number of hours to our matters but they
+intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
+The amount of time they will devote in any time period will vary based on whether a target business has been selected for our
+initial business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees
+prior to the consummation of our initial business combination.
+
+ 
+
+ 90 
+
+ 
+
+ 
+
+ 
+
+Periodic
+Reporting and Financial Information
+
+ 
+
+We
+will register our units, common stock, rights and warrants under the Exchange Act and have reporting obligations, including
+the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange
+Act, our annual reports will contain financial statements audited and reported on by our independent registered public auditors.
+
+ 
+
+We
+will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials
+or proxy solicitation materials sent to stockholders to assist them in assessing the target business. In all likelihood, these
+financial statements will need to be prepared in accordance with GAAP. We cannot assure you that any particular target business
+identified by us as a potential acquisition candidate will have financial statements prepared in accordance with GAAP or that
+the potential target business will be able to prepare its financial statements in accordance with GAAP. To the extent that this
+requirement cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential
+acquisition candidates, we do not believe that this limitation will be material.
+
+ 
+
+We
+will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by
+the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required
+to have our internal control procedures audited. A target company may not be in compliance with the provisions of the Sarbanes-Oxley
+Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance
+with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
+
+ 
+
+We
+are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.
+As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other
+public companies that are not "emerging growth companies" including, but not limited to, not being required to comply
+with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
+executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory
+vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors
+find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of
+our securities may be more volatile.
+
+ 
+
+In
+addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the
+extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting
+standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until
+those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition
+period.
+
+ 
+
+We
+will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth
+anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion,
+or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held
+by non-affiliates equals or exceeds $700 million as of the prior June 30th, and (2) the
+date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year
+period. References herein to "emerging growth company" shall have the meaning associated with it in the JOBS Act.
+
+ 
+
+Additionally,
+we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies
+may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited
+financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market
+value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of the prior June
+30th, or (2) our annual revenues equals or exceeded $100 million during such completed fiscal
+year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the
+prior June 30th.
+
+ 
+
+Legal
+Proceedings
+
+ 
+
+There
+is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management
+team in their capacity as such.
+
+ 
+
+ 91 
+
+ 
+
+ 
+
+ 
+
+MANAGEMENT
+
+ 
+
+Directors,
+Director Nominees and Executive Officers
+
+ 
+
+Our
+directors, director nominees and officers are as follows:
+
+ 
+
+ Name 
+ Age 
+ Title
+
+ Subash
+ Menon 
+ 55 
+ Chairman
+ of the Board of Directors and Chief Executive Officer
+
+ Sudeesh
+ Yezhuvath 
+ 51 
+ Chief
+ Operating Officer and Director
+
+ Nicholos
+ Hellyer 
+ 58 
+ Chief
+ Financial Officer and Secretary
+
+ Dr.
+ Hossein Eslambolchi 
+ 63 
+ Director
+ Nominee
+
+ Dr.
+ Kumar Shiralagi 
+ 58 
+ Director
+ Nominee
+
+ Vishant
+ Vora 
+ 53 
+ Director
+ Nominee
+
+ 
+
+Subash Menon has been our Chairman of the Board
+of Directors and Chief Executive Officer since January 2021. He is also the Chief Executive Officer of Pelatro Plc, an AIM and
+LSE listed entity. Pelatro Plc offers campaign management and loyalty management solutions for telecommunication companies
+and these solutions are part of the overall Customer Engagement space within the telecom industry. At Pelatro, Mr. Menon
+is responsible for sales, marketing, finance, legal and investor relations. Prior to co-founding Pelatro in 2013, Mr. Menon
+had founded and led Subex Limited for 20 years (from 1992 to 2012). Mr. Menon successfully took Subex from startup stage,
+through an IPO to a company that generated revenue of over $110 million, with 200 customers across 80 countries. During
+that period, Subex completed several acquisitions of companies in the U.S., UK and Canada. Under Mr. Menon s
+leadership, Subex achieved several milestones – the first software product company to list in India, the
+first Indian software company to acquire an overseas company and the first Indian company to use GDR as an instrument for
+acquisition. For the innovative achievements Mr. Menon achieved at Subex, he was named a "Mover & Shaker"
+in the Indian software industry. Subex also won the "NASSCOM Innovation Award" and "One of the 8 Most innovative
+Companies" award from NASSCOM. Mr. Menon has a graduate degree in Electrical Engineering from National Institute
+of Technology, Durgapur and is a Distinguished Alumnus. Mr. Menon has presented numerous papers on business at international
+fora.
+
+ 
+
+We believe Mr. Menon s extensive management
+and transaction expertise, particularly in the customer engagement sector makes him well qualified to serve on our board.
+
+ 
+
+Sudeesh Yezhuvath has been a Member of our
+Board of Directors and Chief Operating Officer since January 2021. He is also the Chief Operating Officer of Pelatro Plc, an AIM
+and LSE listed entity. Pelatro Plc offers campaign management and loyalty management solutions for telecommunication
+companies and these solutions are part of the overall Customer Engagement space within the telecom industry. At Pelatro, Mr.
+Yezhuvath is responsible for engineering, implementation, customer support, human resources and product management.
+Prior to co-founding Pelatro in 2013, Mr. Yezhuvath was the Chief Operating Officer of Subex Limited for 19 years (from 1993 to
+2012). During his tenure at Subex and currently at Pelatro, Mr. Yezhuvath has completed acquisitions for which
+he was responsible for handling all post-acquisition integration activities. Mr. Yezhuvath is a graduate engineer from
+NSS College of Engineering in India and has presented numerous papers on technology at international fora.
+
+ 
+
+We believe Mr. Yezhuvath s broad business
+experience makes him well qualified to serve on our board.
+
+ 
+
+Nicholos Hellyer has been our Chief Financial
+Officer since January 2021. He was appointed to be Corporate Secretary in August 2021. He is also the Finance Director
+of Pelatro Plc and is responsible for all financial aspects of the IPO process, including historic reporting and IFRS conversion.
+Mr. Hellyer qualified as a Chartered Accountant with KPMG, London. Mr. Hellyer is a former Senior Investment Banker at UBS, HSBC,
+and Opus Corporate Finance. Nicholos has advised small and midcap companies in a broad range of transactions, including IPOs,
+fundraisings and M&A for growth and entrepreneurial companies. Mr. Hellyer has held non-executive director roles in companies
+quoted on the UK AIM and the Swedish Nasdaq First North markets. He graduated with First Class Honors in Geography and Geology
+from Kings College, London.
+
+ 
+
+Dr. Hossein Eslambolchi, currently a director
+nominee, will serve as an independent director on our board of directors following the completion of this offering.
+He is currently the Chairman and CEO of CyberFlow Analytics and 2020 Venture Partners, was Director of Clearwire Corporation from
+2010 to 2013 and is on the board of directors for Hyperoffice. Dr. Eslambolchi also serves on the board of advisors
+to the University of California San Diego School Of Engineering, Allegis Capital VC, SquareZero, RainStor, Prodapt, Tickets48
+and PureWave Networks and serves as a member of the board of trustees for the Shiraz University School of Medical Sciences
+in New York City. Dr. Eslambolchi is regarded in the scientific community as an expert in IP network design and reliability,
+security, IP technologies, services, IP applications and setting an industry vision for "the "Concept of One"
+and the "Concept of Zero," which have been used to streamline production, as well as the "Concept of None". Dr.
+Eslambolchi is also known in the industry for the "Eslambolchi Law of Complexity". Dr. Eslambolchi joined AT&T
+Bell Laboratories in 1986 and rose to become global CTO and CIO, President and CEO of AT&T Labs and AT&T Global
+Network Services and was a 16b officer of the company as of 2001. He also served on AT&T s governing Executive
+Committee. Dr. Eslambolchi completed BS, MS, Ph.D. and Post Doc degrees in Applied & Astro Physics with highest honors from University of California San Diego. Further, he holds over 1,000 patents worldwide; won
+"AT&T Fellow Award" in 1999, AT&T s highest technical honor; won "Thomas Alva Edison Inventor
+of the Year Award" instituted by the New Jersey Inventors Hall of Fame in 1997 and 2013 and is among the Top 100 alumni
+in the history of the University of California San Diego.
+
+ 
+
+We believe Dr. Eslambolchi s technical
+expertise makes him well qualified to serve on our board.
+
+ 
+
+ 92 
+
+ 
+
+ 
+
+ 
+
+Dr. Kumar Shiralagi, currently a director nominee,
+will serve as an independent director on our board of directors following the completion of this offering. Dr. Shiralagi has been
+an investment advisor in the venture capital/private equity space since 2003. He is a former Managing Director at Kalaari Capital
+Advisors in India and previously served as India country head and Director for Intel Capital s investments in South Asia.
+Dr. Shiralagi played key roles as an investor and a board member for the investments made by Kalaari and Intel Capital. Previously,
+Dr. Shiralagi was a scientist at Motorola Research Laboratories in the field of high-speed devices, optoelectronics and nanotechnology,
+published over 60 papers in reputable journals and has 23 issued patents. After Dr. Shiralagi received his MBA from Thunderbird,
+he joined Motorola Ventures where he began his career investing in technology companies . Dr. Shiralagi also co-founded
+and was the COO at Lytek Corporation, a manufacturer of surface emitting lasers based in Phoenix, Arizona. Dr. Shiralagi graduated
+in Electronics and Communications from National Institute of Technology, Surathkal and completed MS and PhD in Electrical Engineering
+from Arizona State University.
+
+ 
+
+We believe Dr. Shiralagi s venture
+capital/private equity experience makes him well qualified to serve on our board.
+
+ 
+
+Mr. Vishant Vora, currently a director
+nominee, will serve as an independent director on our board of directors following the completion of this offering. Mr. Vora
+is a technology executive with over 30 years of experience in the telecom industry across the Americas, Europe and Asia and
+is currently the President of Global Operations and Managed Services at Mevenir with responsibility for global
+end-to-end business operations including network design, rollout and deployments, solutions and systems integration services,
+managed services and related strategic initiatives. Previously, Mr. Vora led the technological transformation at
+Vodafone Romania as the CTO helping to grow the subscriber base over 12 times and was a member of the Vodafone Global
+Technology Board responsible for the technological direction and strategy for the Vodafone Group. As CTO of Vodafone Idea,
+India, Mr. Vora successfully integrated the networks and operations of Vodafone Idea, India into a global behemoth with over
+300 million subscribers. At Vodafone Idea, India, Mr. Vora oversaw a budget of approximately $4.5 billion and lead a team of
+approximately 6,000 people. Mr. Vora also won the "CTO of the Year in India" award in 2014. Mr. Vora is an
+alumnus of the Harvard Business School where he completed the General Management Program in Business Administration and
+received his undergraduate degree in Electrical Engineering from Lawrence Technological University.
+
+ 
+
+We believe Mr. Vora s technology expertise
+makes him well qualified to serve on our board.
+
+ 
+
+Involvement
+in Certain Legal Proceedings
+
+ 
+
+Except
+as described below, to the best of our knowledge, none of our directors or executive officers has, during the past ten years:
+
+ 
+
+ been
+ convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding
+ traffic violations and other minor offenses);
+
+ 
+
+ had
+ any bankruptcy or winding-up petition filed by or against the business or property
+ of the person, or of any partnership, corporation or business association of which he
+ was a general partner or executive officer, either at the time of the bankruptcy or winding-up filing
+ or within two years prior to that time;
+
+ 
+
+ been
+ subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,
+ by any court of competent jurisdiction or federal or state authority, permanently or
+ temporarily enjoining, barring, suspending or otherwise limiting, his involvement in
+ any type of business, securities, futures, commodities, investment, banking, savings
+ and loan, or insurance activities, or to be associated with persons engaged in any such
+ activity;
+
+ 
+
+ been
+ found by a court of competent jurisdiction in a civil action or by the Securities and
+ Exchange Commission (the "SEC") or the Commodity Futures Trading Commission
+ to have violated a federal or state securities or commodities law, and the judgment has
+ not been reversed, suspended, or vacated;
+
+ 
+
+ 93 
+
+ 
+
+ 
+
+ 
+
+ been
+ the subject of, or a party to, any federal or state judicial or administrative order,
+ judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including
+ any settlement of a civil proceeding among private litigants), relating to an alleged
+ violation of any federal or state securities or commodities law or regulation, any law
+ or regulation respecting financial institutions or insurance companies including, but
+ not limited to, a temporary or permanent injunction, order of disgorgement or restitution,
+ civil money penalty or temporary or permanent cease-and-desist order, or removal
+ or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud
+ in connection with any business entity; or
+
+ 
+
+ been
+ the subject of, or a party to, any sanction or order, not subsequently reversed, suspended
+ or vacated, of any self-regulatory organization (as defined in Section 3(a)(26)
+ of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the
+ Commodity Exchange Act), or any equivalent exchange, association, entity or organization
+ that has disciplinary authority over its members or persons associated with a member.
+
+ 
+
+Number
+of Officers and Directors
+
+ 
+
+We
+expect to have five directors upon completion of this offering. We may not hold an annual meeting of stockholders until after
+we consummate our initial business combination. Our officers are elected by the board of directors and serve at the discretion
+of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to
+the offices set forth in our bylaws as it deems appropriate.
+
+ 
+
+Director
+Independence
+
+ 
+
+Nasdaq
+requires that a majority of our board of directors must be composed of "independent directors," which is defined generally
+as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship,
+which, in the opinion of the company s board of directors would interfere with the director s exercise of independent
+judgment in carrying out the responsibilities of a director.
+
+ 
+
+Upon
+the effective date of the registration statement of which this prospectus forms a part, Messrs. Eslambolchi, Vora and Shiralagi
+will be our independent directors. Our independent directors will have regularly scheduled meetings at which only independent
+directors are present. Any affiliated transactions will be on terms no less favorable to us than could be obtained from independent
+parties. Any affiliated transactions must be approved by a majority of our independent and disinterested directors.
+
+ 
+
+Executive
+Officer and Director Compensation
+
+ 
+
+Except
+for the shares issued, we do not plan to pay any compensation to our sponsors, officers and directors, or any of their respective
+affiliates, prior to or in connection with the consummation of our initial business combination. Additionally, these individuals
+will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying
+potential target businesses and performing due diligence on suitable business combinations. Our independent directors will review
+on a quarterly basis all payments that are made to our sponsors, officers, directors, or our or their affiliates.
+
+ 
+
+After
+the completion of our initial business combination, members of our management team who remain with us, may be paid consulting,
+management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent
+then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed
+business combination. It is unlikely the amount of such compensation will be known at the time, as it will be up to the directors
+of the post-combination business to determine executive and director compensation. Any compensation to be paid to our officers
+will be determined, or recommenced, to the board of directors for determination, either by a committee constituted solely by independent
+directors or by a majority of the independent directors on our board of directors.
+
+ 
+
+We
+do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
+of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment
+or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment
+or consulting arrangements to retain their positions with us may influence our management s motivation in identifying or
+selecting a target business but we do not believe that the ability of our management to remain with us after the consummation
+of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.
+We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.
+
+ 
+
+ 94 
+
+ 
+
+ 
+
+ 
+
+Committees
+of the Board of Directors
+
+ 
+
+Upon
+the effective date of the registration statement of which this prospectus forms part, our board of directors will have two standing
+committees: an audit committee and a compensation committee. Each committee will operate under a charter that has been approved
+by our board of directors and will have the composition and responsibilities described below. Our audit committee and compensation
+committee and nominating will be composed solely of independent directors.
+
+ 
+
+Audit
+Committee
+
+ 
+
+Upon
+the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of
+the board of directors. The members of our audit committee will be Dr. Eslambolchi, Doctor Shiralagi and Mr. Vora. Dr. Shiralagi
+will serve as chairperson of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required
+to have at least three members on the audit committee. The rules of Nasdaq and Rule 10A-3 of the Exchange Act require
+that the audit committee of a listed company be comprised solely of independent directors. Dr. Eslambolchi, Dr. Shiralagi and
+Mr. Vora qualify as independent directors under applicable rules. Each member of the audit committee is financially literate and
+our board of directors has determined that Dr. Shiralagi qualifies as an "audit committee financial expert" as defined
+in applicable SEC rules.
+
+ 
+
+We
+will adopt an audit committee charter, which will detail the principal functions of the audit committee, including:
+
+ 
+
+ the
+ appointment, compensation, retention, replacement, and oversight of the work of the independent
+ registered accounting firm and any other independent registered public accounting firm
+ engaged by us;
+
+ 
+
+ pre-approving all
+ audit and non-audit services to be provided by the independent registered accounting
+ firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies
+ and procedures;
+
+ 
+
+ reviewing
+ and discussing with the independent registered accounting firm all relationships the
+ auditors have with us in order to evaluate their continued independence;
+
+ 
+
+ setting
+ clear hiring policies for employees or former employees of the independent registered
+ accounting firm;
+
+ 
+
+ setting
+ clear policies for audit partner rotation in compliance with applicable laws and regulations;
+
+ 
+
+ obtaining
+ and reviewing a report, at least annually, from the independent registered accounting
+ firm describing (i) the independent registered accounting firm s internal
+ quality-control procedures and (ii) any material issues raised by the most recent
+ internal quality-control review, or peer review, of the audit firm, or by any inquiry
+ or investigation by governmental or professional authorities, within, the preceding five
+ years respecting one or more independent audits carried out by the firm and any steps
+ taken to deal with such issues;
+
+ 
+
+ reviewing
+ and approving any related party transaction required to be disclosed pursuant to Item
+ 404 of Regulation S-K promulgated by the SEC prior to us entering into such
+ transaction; and
+
+ 
+
+ reviewing
+ with management, the independent registered accounting firm, and our legal advisors,
+ as appropriate, any legal, regulatory or compliance matters, including any correspondence
+ with regulators or government agencies and any employee complaints or published reports
+ that raise material issues regarding our financial statements or accounting policies
+ and any significant changes in accounting standards or rules promulgated by the Financial
+ Accounting Standards Board, the SEC or other regulatory authorities.
+
+ 
+
+ 95 
+
+ 
+
+ 
+
+ 
+
+Compensation
+Committee
+
+ 
+
+Upon
+the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee
+of the board of directors consisting of two members. The members of our Compensation Committee will be Dr. Eslambolchi, Mr. Vora
+and Dr. Shiralagi. Dr. Eslambolchi will serve as chairman of the compensation committee. Under the Nasdaq listing standards and
+applicable SEC rules, we are required to have at least two members on the compensation committee, all of whom must be independent.
+
+ 
+
+We
+will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:
+
+ 
+
+ reviewing
+ and approving on an annual basis the corporate goals and objectives relevant to our Chief
+ Executive Officer s compensation, evaluating our Chief Executive Officer s
+ performance in light of such goals and objectives and determining and approving the remuneration
+ (if any) of our Chief Executive Officer based on such evaluation;
+
+ 
+
+ reviewing
+ and approving the compensation of all of our other executive officers;
+
+ 
+
+ reviewing
+ our executive compensation policies and plans;
+
+ 
+
+ implementing
+ and administering our incentive compensation equity-based remuneration plans;
+
+ 
+
+ assisting
+ management in complying with our proxy statement and annual report disclosure requirements;
+
+ 
+
+ approving
+ all special perquisites, special cash payments and other special compensation and benefit
+ arrangements for our executive officers and employees;
+
+ 
+
+ producing
+ a report on executive compensation to be included in our annual proxy statement; and
+
+ 
+
+ reviewing,
+ evaluating and recommending changes, if appropriate, to the remuneration for directors.
+
+ 
+
+The
+charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation
+consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of
+the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel
+or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required
+by Nasdaq and the SEC.
+
+ 
+
+Director
+Nominations
+
+ 
+
+We
+do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when
+required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent
+directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent
+directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation
+of a standing nominating committee. The directors who shall participate in the consideration and recommendation of director nominees
+are Messrs. Eslambolchi, Vora and Shiralagi. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors
+are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.
+
+ 
+
+The
+board of directors will also consider director candidates recommended for nomination by our stockholders during such times as
+they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary
+general meeting). Our stockholders that wish to nominate a director for election to the Board should follow the procedures set
+forth in our amended and restated certificate of incorporation. We have not formally established any specific, minimum qualifications
+that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for
+director, the board of directors considers educational background, diversity of professional experience, knowledge of our business,
+integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.
+
+ 
+
+Our
+board of directors is divided into three classes with only one class of directors being appointed in each year and each class
+serving a three-year term. The term of office of the first class of directors, consisting of Dr. Shiralagi, will expire at
+the first annual general meeting. The term of office of the second class of directors, consisting of Messrs. Eslambolchi and Vora,
+will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Mr. Subash
+Menon and Mr. Sudeesh Yezhuvath, will expire at the third annual general meeting.
+
+ 
+
+ 96 
+
+ 
+
+ 
+
+ 
+
+Code
+of Ethics
+
+ 
+
+We
+have adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal
+securities laws. We will file a copy of our form of Code of Ethics and our audit committee charter as exhibits to the registration
+statement. You will be able to review these documents by accessing our public filings at the SEC s web site at www.sec.gov.
+In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments
+to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. See "Where You Can Find
+Additional Information.""
+
+ 
+
+Conflicts
+of Interest
+
+ 
+
+In
+general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present
+business opportunities to a corporation if:
+
+ 
+
+ the
+ corporation could financially undertake the opportunity;
+
+ 
+
+ the
+ opportunity is within the corporation s line of business; and
+
+ 
+
+ it
+ would not be fair to the corporation and its stockholders for the opportunity not to
+ be brought to the attention of the corporation.
+
+ 
+
+In
+relation to the foregoing, our amended and restated certificate of incorporation provides that:
+
+ 
+
+ we
+ renounce any interest or expectancy in, or being offered an opportunity to participate
+ in, any business opportunities that are presented to us or our officers or directors
+ or stockholders or affiliates thereof, including but not limited to, our initial stockholders
+ and its affiliates, except as may be prescribed by any written agreement with us; and
+
+ 
+
+ our
+ officers and directors will not be liable to our company or our stockholders for monetary
+ damages for breach of any fiduciary duty by reason of any of our activities or any of
+ our initial stockholders or its affiliates to the fullest extent permitted by Delaware
+ law.
+
+ 
+
+Each
+of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
+to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity
+to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is
+suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor these fiduciary
+obligations under applicable law. Our amended and restated certificate of incorporation will provide that we renounce our interest
+in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely
+in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted
+to undertake and would otherwise be reasonable for us to pursue.
+
+ 
+
+The
+following table summarizes the relevant pre-existing fiduciary or contractual obligations of our officers and directors:
+
+ 
+
+Individual
+ 
+Entity
+ 
+Position
+at affiliated entity
+
+Subash
+Menon
+ 
+Pelatro
+PLC
+ 
+Chief
+Executive Officer and Director
+
+Sudeesh
+Yezhuvath
+ 
+Pelatro PLC
+ Chief
+Operating Officer
+
+Nicholos
+Hellyer
+ 
+Pelatro
+PLC
+ 
+Finance
+Director 
+
+Dr.
+Hossein Eslambolchi
+ 
+CyberFlow Analytics
+
+2020 Venture Partners
+ Hyperoffice
+Chairman
+and CEO
+ Chairman and CEO
+ Director 
+
+Dr.
+Kumar Shiralagi
+ 
+Lytek
+Corporation 
+ 
+ Chief
+Operating Officer
+
+Mr.
+Vishant Vora
+ 
+Mavenir
+ President
+of Global Operations
+
+ 
+
+ 97 
+
+ 
+
+ 
+
+ 
+
+Potential
+investors should also be aware of the following other potential conflicts of interest:
+
+ 
+
+ None
+ of our officers or directors is required to commit his or her full time to our affairs
+ and, accordingly, may have conflicts of interest in allocating his or her time among
+ various business activities.
+
+ 
+
+ 
+ 
+Our
+sponsors, executive officers and directors have agreed to waive their redemption rights with respect to their founder shares and
+any public shares they hold in connection with the consummation of our initial business combination. Additionally, our sponsors,
+executive officers and directors have agreed to waive their redemption rights with respect to their founder shares if we fail
+to consummate our initial business combination within 15 months after the closing of this offering, although they will
+be entitled to liquidating distributions from the trust account with respect to any public shares they hold. If we do not complete
+our initial business combination within such applicable time period, the proceeds of the sale of the private placement units
+will be used to fund the redemption of our public shares, and the private placement units will expire worthless.
+With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders
+until the earlier of (1) one year after the completion of our initial business combination and (2) the date on which
+we consummate a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after our initial business
+combination that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities
+or other property. Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $18.00 per share
+(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
+any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will
+be released from the lock-up. With certain limited exceptions, the private placement units and the securities
+underlying such units will not be transferable, assignable or salable by our initial stockholders until 30 days after
+the completion of our initial business combination. Since our initial stockholders and officers and directors may directly or
+indirectly own common stock and warrants following this offering, our officers and directors may have a conflict of interest in
+determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
+
+ 
+
+ Our
+ officers and directors may have a conflict of interest with respect to evaluating a particular
+ business combination if the retention or resignation of any such officers and directors
+ was included by a target business as a condition to any agreement with respect to our
+ initial business combination.
+
+ 
+
+ Our
+ initial
+ stockholders,
+ officers
+ or
+ directors
+ may
+ have
+ a
+ conflict
+ of
+ interest
+ with
+ respect
+ to
+ evaluating
+ a
+ business
+ combination
+ and
+ financing
+ arrangements
+ as
+ we
+ may
+ obtain
+ loans
+ from
+ our
+ initial
+ stockholders
+ or
+ an
+ affiliate
+ of
+ our
+ initial
+ stockholders
+ or
+ any
+ of
+ our
+ officers
+ or
+ directors
+ to
+ finance
+ transaction
+ costs
+ in
+ connection
+ with
+ an
+ intended
+ initial
+ business
+ combination.
+ Up
+ to
+ $1,500,000
+ of
+ such
+ loans
+ may
+ be,
+ at
+ the
+ option
+ of
+ the
+ lender,
+ convertible
+ into
+ placement units
+ at
+ a
+ price
+ of
+ $1.00
+ per unit.
+ Such
+ units
+ would
+ be
+ identical
+ to
+ the
+ private
+ placement units,
+ including
+ as
+ to
+ exercise
+ price,
+ exercisability
+ and
+ exercise
+ period.
+
+ 
+
+ Our
+ initial stockholders, officers and directors may be owed reimbursement for expenses incurred
+ in connection with certain activities on our behalf which would only be repaid if we
+ complete an initial business combination.
+
+ 
+
+The
+conflicts described above may not be resolved in our favor.
+
+ 
+
+We
+are not prohibited from pursuing an initial business combination with a company that is affiliated with our initial stockholders,
+officers or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee
+of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA, or from
+an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view.
+
+ 
+
+In
+the event that we submit our initial business combination to our public stockholders for a vote, our sponsors, executive officers,
+and directors have agreed to vote their founder shares and any public shares purchased in or after this offering in favor of our
+initial business combination.
+
+ 
+
+ 98 
+
+ 
+
+ 
+
+ 
+
+Limitation
+on Liability and Indemnification of Officers and Directors
+
+ 
+
+Our
+amended and restated certificate of incorporation will provide that our officers and directors will be indemnified by us to the
+fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our amended and restated
+certificate of incorporation will provide that our directors will not be personally liable for monetary damages to us for breaches
+of their fiduciary duty as directors, except to the extent such exemption from liability or limitation thereof is not permitted
+by the DGCL.
+
+ 
+
+We
+will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification
+provided for in our amended and restated certificate of incorporation. Our bylaws also permit us to maintain insurance on behalf
+of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would
+permit such indemnification. We will obtain a policy of directors and officers liability insurance that insures
+our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures
+us against our obligations to indemnify our officers and directors.
+
+ 
+
+These
+provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These
+provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though
+such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder s investment
+may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant
+to these indemnification provisions.
+
+ 
+
+We
+believe that these provisions, the directors and officers liability insurance and the indemnity agreements are necessary
+to attract and retain talented and experienced officers and directors.
+
+ 
+
+ 99 
+
+ 
+
+ 
+
+ 
+
+PRINCIPAL
+STOCKHOLDERS
+
+ 
+
+The
+following table sets forth information regarding the beneficial ownership of our common stock as of the date of this prospectus,
+and as adjusted to reflect the sale of our common stock included in the units offered by this prospectus, and assuming no purchase
+of units in this offering, by:
+
+ 
+
+ each
+ person known by us to be the beneficial owner of more than 5% of our outstanding shares
+ of common stock;
+
+ 
+
+ each
+ of our executive officers, directors and director nominees; and
+
+ 
+
+ all
+ our executive officers, directors and director nominees as a group.
+
+ 
+
+Unless
+otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all
+shares of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the
+private placement units as these warrants are not exercisable within 60 days of the date of this prospectus.
+
+ 
+
+ 
+ 
+ Before Offering
+ 
+ After Offering(3)
+
+ Name and Address of Beneficial Owner(1)
+ 
+ Number of
+
+Shares
+
+Beneficially
+
+Owned(2)
+ 
+ 
+ Approximate
+ Percentage of
+ Outstanding
+ Common Stock
+ 
+ Number of
+
+Shares
+
+Beneficially
+
+Owned
+ 
+ 
+ Approximate
+ Percentage of
+ Outstanding
+ Common Stock
+
+ 5% and greater holders
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Bannix Management LLP
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Suresh Yezhuvath
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Sixth Borough
+ Capital Fund, LP
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Sea Otter Holdings
+ LLC BD Series
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Directors and Officers
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Subash Menon
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ %
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ %
+
+ Sudeesh Yezhuvath
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Nicholos Hellyer
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Dr. Hossein Eslambolchi
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Dr. Kumar Shiralagi
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Vishant Vora
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ %
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ %
+
+ All directors, director nominees and executive officers as a group (6 individuals)
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ %
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ %
+
+ 
+
+ 
+
+ *
+ Less
+ than 1%.
+
+ (1)
+ Unless
+ otherwise noted, the business address of each of the following entities or individuals is 300 Tice Boulevard, Suite 315, Woodcliff
+ Lake, NJ 07677.
+
+ (2)
+ Interests
+ shown consist solely of founder shares.
+
+ (3)
+ Based
+ on shares of common stock outstanding immediately after this offering (assumes the underwriters over-allotment option
+ has not been exercised and an aggregate of 187,500 founder shares have been forfeited by sponsors).
+
+ (4)
+ Includes
+ shares held by Bannix Management LLP, one of our sponsors, of which Sudeesh Yezhuvath is the sole
+ manager.
+
+ 
+
+Immediately
+after this offering, our initial stockholders will beneficially own 20% of the then issued and outstanding shares of common stock
+(assuming they do not purchase any units in this offering). Because of this ownership block, our initial stockholders may be able
+to effectively influence the outcome of all other matters requiring approval by our stockholders, including amendments to our
+amended and restated certificate of incorporation and approval of significant corporate transactions including our initial business
+combination.
+
+ 
+
+ 100 
+
+ 
+
+ 
+
+ 
+
+Certain of our sponsors and the anchor
+investors have committed, pursuant to a written agreement, to purchase (in the form of cash or debt cancellation) an aggregate
+of 330,000 private placement units,or up to 360,000 private placement units for $3,375,000 in the aggregate in the event
+the over-allotment is fully exercised, in a private placement that will close simultaneously with the closing of this offering.
+For the anchor investors, they will receive 125,000 private placement units for an aggregate purchase price in cash of $2,000,000.
+For our sponsors, the consideration will be in the form of the forgiveness of the loans made to us. As of the date of this
+prospectus, Mr. Yezhuvath, one of our sponsors has made an aggregate of $1,105,000 in loans to us. Mr. Yezhuvath will be issued
+205,000 private placement units in exchange for the cancellation of $1,030,000 in loans he has made to us. In the event the over-allotment
+option is exercised in full, the anchor investors will receive an additional an additional 10,000 private placement units for
+no additional consideration and Mr. Yezhuvath will be issued an additional 20,000 private placement units for the cancellation
+of the remaining $75,000 in loans owed to him. If there is no exercise of the over-allotment option, this $75,000 will be forgiven
+without any additional securities being issued. Mr. Yezhuvath has also agreed to make an additional loan to us of $225,000 in
+the event of the over-allotment option is exercised which would only be drawn down only at the time of the Business Combination.
+The proceeds would be used to pay the incremental underwriting discount due on the over-allotment shares which the underwriter
+has agreed to defer until the initial Business Combination is consummated. Mr. Yezhuvath has agreed to forgive this amount without
+any additional securities being issued against it. Seems Rao has agreed to forgive the $270,000 loan extended by her, without
+the issuance of any further securities . If we do not complete our initial business combination within 15 months from the closing
+of this offering (or up to 21 months from the closing if the time to complete the business combination is extended as described
+herein), the private placement units will expire worthless. The private placement units are subject to the transfer restrictions
+described below. The private placement units will not be redeemable (except as described under "Description of Securities
+— Private Placement Units") by us so long as they are held by our sponsors or their permitted transferees. Our initial
+stockholders or their permitted transferees have the option to exercise the private placement warrants included within the private
+placement units on a cashless basis. If the private placement warrants are held by holders other than the initial stockholders
+or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the
+same basis as the warrants included in the units being sold in this offering. Otherwise, the private placement warrants have terms
+and provisions that are identical to those of the warrants being sold as part of the units in this offering.
+
+ 
+
+Our
+sponsors, executive officers and directors may be deemed to be "promoters" as such term is defined under the federal
+securities laws.
+
+ 
+
+Transfers
+of Founder Shares, Private Placement Units and Underlying Securities
+
+ 
+
+The
+founder shares, private placement units and the component securities including any shares of common stock
+issued upon exercise of the private placement warrants are each subject to transfer restrictions pursuant to lock-up provisions
+in the letter agreements with us to be entered into by our initial stockholders. Those lock-up provisions provide that
+such securities are not transferable or salable (i) in the case of the founder shares, until the earlier of (A) one
+year after the completion of our initial business combination or (B) if, subsequent to our initial business combination,
+the last sale price of the common stock (x) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends,
+reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
+at least 150 days after our initial business combination, or (y) the date following the completion of our initial business
+combination on which we complete a liquidation, merger, stock exchange or other similar transaction that results in all of our
+stockholders having the right to exchange their shares of common stock for cash, securities or other property, and (ii) in
+the case of the private placement warrants and the respective common stock underlying such warrants, until 30 days after
+the completion of our initial business combination, except in each case (a) to our officers or directors, any affiliates
+or family members of any of our officers or directors, our initial stockholders or any affiliates or family members of members
+of our initial stockholders, or any affiliates of our initial stockholders (or their employees); (b) in the case of an individual,
+by gift to a member of one of the members of the individual s immediate family or to a trust, the beneficiary of which is
+a member of one of the individual s immediate family, an affiliate of such person or to a charitable organization; (c) in
+the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of
+an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with
+the consummation of a business combination at prices no greater than the price at which the securities were originally purchased;
+or (f) if a holder is an entity, as a distribution to its partners, stockholders, officers or members upon its liquidation;
+provided, however, that in any case these permitted transferees must enter into a written agreement agreeing to be bound by these
+transfer restrictions to the extent and for the duration that such terms remain in effect at the time of the transfer and by the
+same agreements entered into by our initial stockholders with respect to such securities.
+
+ 
+
+Registration
+Rights
+
+ 
+
+The
+holders of the founder shares, the private placement units (and underlying securities) and private placement units
+that may be issued upon conversion of working capital loans (and any underlying securities) will be entitled to registration rights
+pursuant to a registration rights agreement to be signed prior to or on the closing date of this offering requiring us to register
+such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands,
+that we register such securities. In addition, the holders have certain "piggy-back" registration rights with respect
+to registration statements filed subsequent to the completion of our initial business combination. However, the registration rights
+agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until
+termination of the applicable lock-up period described above "—Transfers of Founder Shares, Private placement
+units and Underlying Securities." We will bear the expenses incurred in connection with the filing of any such registration
+statements.
+
+ 
+
+ 101 
+
+ 
+
+ 
+
+ 
+
+CERTAIN
+RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
+
+ 
+
+Our
+initial stockholders purchased 1,437,500 founder shares for an aggregate
+purchase price of $14,375 (up to 187,500 of which are subject to forfeiture.) On or before closing, the
+anchor investors will purchase 525,000 founder shares from our sponsor. If we increase or decrease the size of the offering,
+we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect
+to our common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder
+shares by our initial stockholders prior to this offering at 20% of our issued and outstanding shares of our common stock upon
+the consummation of this offering (excluding the Representative s shares).
+
+ 
+
+Our sponsors and the anchor investors
+have committed, pursuant to a written agreement, to purchase (in the form of cash or debt cancellation) an aggregate of
+330,000 private placement units (360,000 units if the underwriters over-allotment option is exercised in full) for $3,375,000.
+For the anchor investors, they will receive an aggregate of 125,000 units for total cash proceeds of $2,000,000. As
+of the date of this prospectus, Mr. Yezhuvath, one of our sponsors has made an aggregate of $1,105,000 in loans to us. Mr. Yezhuvath
+will be issued 205,000 private placement units in exchange for the cancellation of $1,030,000 in loans he has made to us. In the
+event of the exercise of the over-allotment option, the anchor investors will receive an additional an additional 10,000 private
+placement units for no additional consideration and Mr. Yezhuvath will be issued an additional 20,000 private placement units
+for the cancellation of the remaining $75,000 in loans owed to him. If there is no over-allotment, this $75,000 will be forgiven
+without any additional securities being issued. Mr. Yezhuvath has also agreed to make an additional loan to us of $225,000 in
+the event of the over-allotment option is exercised which would only be drawn down at the time of the Business Combination. The
+proceeds would be used to pay the incremental underwriting discount due on the over-allotment shares which the underwriter has
+agreed to defer until the initial Business Combination is consummated. Seems Rao has agreed to forgive the $270,000 loan extended
+by her, without the issuance of any further securities . The private placement units (including the shares of common stock
+issuable upon exercise of the private placement warrants included therein) may not, subject to certain limited exceptions, be
+transferred, assigned or sold until 30 days after the completion of our initial business combination.
+
+ 
+
+As
+more fully discussed in "Management — Conflicts of Interest," if any of our officers or directors becomes
+aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current
+fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity
+prior to presenting such business combination opportunity to us. Our executive officers and directors currently have certain relevant
+fiduciary duties or contractual obligations that may take priority over their duties to us.
+
+ 
+
+We
+will enter into an Administrative Services Agreement pursuant to which we will pay (commencing on the effective date of this registration
+statement) an affiliate of one of our officers a total of $5,000 per month for office space, utilities, secretarial support and
+other administrative and consulting services. Upon completion of our initial business combination or our liquidation, we will
+cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination takes the maximum
+21 months, we will pay a total of $105,000 ($5,000 per month) for office space, utilities, secretarial support and
+other administrative and consulting services.
+
+ 
+
+Our
+sponsors, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses
+incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
+on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsors,
+officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.
+There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with
+activities on our behalf.
+
+ 
+
+Prior
+to the closing of this offering, certain of our sponsors have lent us an aggregate of $1,375,000. Mr. Yezhuvath, one of our
+sponsors, has made an aggregate of $1,105,000 in loans to us. Mr. Yezhuvath will be issued 205,000 private placement units in
+exchange for the cancellation of $1,030,000 in loans he has made to us. In the event of the exercise of the over-allotment option
+in full, Mr. Yezhuvath will be issued an additional 20,000 private placement units for the cancellation of the remaining $75,000
+in loans owed to him. If there is no exercise of the over-allotment option, this $75,000 will be forgiven without any additional
+securities being issued. Mr. Yezhuvath has also agreed to make an additional loan to us of $225,000 in the event of the over-allotment
+option is exercised which would only be drawn down only at the time of the Business Combination. The proceeds would be used to
+pay the incremental underwriting discount due on the over-allotment shares which the underwriter has agreed to defer until the
+initial Business Combination is consummated. Mr. Yezhuvath has agreed to forgive this amount without any additional securities
+being issued against it. Seems Rao has agreed to forgive the $270,000 loan extended by her, without the issuance of any further
+securities upon the successful completion of the offering. If the offering is not consummated, the loans owed to Mr. Yezhuvath
+will be forgiven and will not be repayable and the remaining related party loan balance of $270,000 will be repaid
+in cash within 6 months from the date of the loan agreement 
+
+ 
+
+In addition, in order to finance transaction
+costs in connection with an intended initial business combination, our initial stockholders or an affiliate of our initial stockholders
+or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial
+business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we
+may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our
+trust account would be used for such repayment. Up to $1,500,000 of such loans may be, at the option of the lender, convertible
+into units at a price of $10.00 per unit of the post business combination entity. The units would
+be identical to the private placement units, including, as to the private placement warrants included therein, as
+to exercise price, exercisability and exercise period. The terms of such loans, if any, have not been determined and no written
+agreements exist with respect to such loans. We do not expect to seek loans from parties other than our initial stockholders or
+an affiliate of our initial stockholders or certain officers and directors as we do not believe third parties will be willing
+to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
+
+ 
+
+ 
+
+ 102 
+
+ 
+
+ 
+
+ 
+
+We
+do not intend to pay consulting, finders or success fees to our officer and directors in connection with any business combination.
+However, these individuals will be reimbursed for any out-of-pocket expenses
+incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
+on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our initial
+stockholders, officers, directors or our or their affiliates.
+
+ 
+
+After
+our initial business combination, members of our management team who remain with us may be paid consulting, management or other
+fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in
+the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such
+compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting
+held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business
+to determine executive officer and director compensation.
+
+ 
+
+We
+will enter into a registration rights agreement with respect to the founder shares and private placement units (and underlying
+securities), which is described under the heading "Principal Stockholders — Registration Rights."
+
+ 
+
+Policy
+for Approval of Related Party Transactions
+
+ 
+
+The
+audit committee of our board of directors will adopt a policy setting forth the policies and procedures for its review and approval
+or ratification of "related party transactions." Pursuant to the policy, the audit committee will consider (i) the
+relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those
+that could be obtained in arm s-length dealings with an unrelated third party, (ii) the extent of the related
+party s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies,
+(iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the
+company and its stockholders and (v) the effect that the transaction may have on a director s status as an independent
+member of the board and on his or her eligibility to serve on the board s committees. Management will present to the audit
+committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the
+policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance
+with the guidelines set forth in the policy. The policy will not permit any director or executive officer to participate in the
+discussion of, or decision concerning, a related person transaction in which he or she is the related party.
+
+ 
+
+ 103 
+
+ 
+
+ 
+
+ 
+
+DESCRIPTION
+OF SECURITIES
+
+ 
+
+Pursuant
+to our amended and restated certificate of incorporation, our authorized capital stock will consist of 100,000,000 shares of common
+stock, $0.01 par value, and 1,000,000 shares of undesignated preferred stock, $0.01 par value. The following description summarizes
+the material terms of our capital stock. Because it is only a
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001845991_lionheart_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001845991_lionheart_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5456f21237c1df38e060fe66c430f796c130a8f8
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001845991_lionheart_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 tm2112450d3_s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on October 26, 2021. Registration No. 333-254479 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lionheart III Corp (Exact name of registrant as specified in its charter) Delaware 6770 36-4981022 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 4218 NE 2nd Avenue Miami, Florida 33137 Telephone: (305) 573-3900 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) Ophir Sternberg Chairman, President and Chief Executive Officer Lionheart III Corp 4218 NE 2nd Avenue Miami, Florida 33137 Telephone: (305) 573-3900 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: Steven D. Pidgeon, Esq. Stephen P. Alicanti, Esq. DLA Piper LLP (US) 2525 East Camelback Road Esplanade II Suite 1000 Phoenix, Arizona 85016-4232 Tel: (480) 606-5124 Fax: (480) 606-5524 Edward F. Petrosky, Esq. Michael P. Heinz, Esq. David Ni, Esq. Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 Tel: (212) 839-5900 Fax: (212) 839-5599 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer Accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant(2) 11,500,000 Units $10.00 $115,000,000 $12,546.50 Shares of Class A common stock included as part of the units(3) 11,500,000 Shares — — — (4) Redeemable warrants included as part of the units(3) 5,750,000 Warrants — — — (4) Total $115,000,000 $12,546.50 (5) (1)Estimated solely for the purpose of calculating the registration fee. (2)Includes 1,500,000 units, consisting of 1,500,000 shares of Class A common stock and 750,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3)Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4)No fee pursuant to Rule 457(g) under the Securities Act. (5) The filing fee has previously been paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 26, 2021 PRELIMINARY PROSPECTUS $100,000,000 LIONHEART III CORP 10,000,000 Units Lionheart III Corp is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an acquisition opportunity in any business, industry, sector or geographical location. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Warrants may be exercised only for a whole number of shares of Class A common stock. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 1,500,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described herein. If we are unable to complete our initial business combination within 12 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as further described herein. However, if we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, but are not obligated to, extend the period of time to consummate our initial business combination six times by an additional one month each time (for a total of up to 18 months to complete a business combination); provided that at the beginning of each one-month extension, our sponsor, as defined below, (or its designees) must deposit into the trust account funds equal to thirty-three hundredths of one percent (0.33%) of the gross proceeds of the offering (including such proceeds from the exercise of the underwriters over-allotment option, if exercised) for each one-month extension of the time period to complete our initial business combination, in each case, in exchange for a non-interest bearing, unsecured promissory note. The amount in the trust account will initially be $10.10 per public share and such amount will be increased by $0.033 per public share for each one-month extension of our time to consummate our initial business combination, as described herein. Our sponsor, Lionheart Equities, LLC, has committed, pursuant to a written agreement, to purchase an aggregate of 1,750,000 private warrants at a price of $1.00 per warrant and an aggregate of 275,000 private placement units (or 290,000 private placement units if the underwriters over-allotment option is exercised in full) at $10.00 per unit and the underwriters have committed, pursuant to a written agreement, to purchase an aggregate of 100,000 private placement units (or 115,000 private placement units if the underwriters over-allotment option is exercised in full) at a price of $10.00 per unit, in each case, in a private placement that will close simultaneously with this offering. Each private placement unit consists of one share of our Class A common stock and one-half of one private warrant. A portion of the proceeds from the sale of the private placement units and the private warrants will be placed in the trust account described below. The private placement units purchased by the underwriters are deemed underwriters compensation by the Financial Industry Regulatory Authority ("FINRA") pursuant to Rules 5110(e)(1) and (e)(2) of the FINRA Manual. Our initial stockholders, which include our sponsor, own an aggregate of 2,875,000 shares of our Class B common stock (up to 375,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock at the time of our initial business combination as described herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted from one for one (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in the initial business combination, the private placement units and any private placement-equivalent units or warrants issued to our sponsor or its affiliates upon conversion of loans made to us or any sponsor option units). We have granted our sponsor an option to purchase up to 3,000,000 units at a purchase price of $10.00 per unit in a private placement closing immediately prior to the closing of our initial business combination. Our sponsor may exercise such option only with our consent. The funds from the sale of these units may be used as part of the consideration to the sellers in the initial business combination; any excess funds may be used for the working capital needs of the post-transaction company. This option is independent of the percentage of stockholders electing to redeem their public shares and may provide us with an increased minimum funding level for the initial business combination. Nomura Securities International, Inc., or Nomura, an underwriter in this offering, has also indicated its intent, if requested by us, to use its commercially reasonable efforts to underwrite, arrange and/or syndicate up to $500,000,000 of additional financing for us in the form of equity or debt (or a combination thereof) in connection with our initial business combination, subject to market conditions and on terms and conditions satisfactory in all respects to Nomura in its sole judgment and determination. Currently, there is no public market for our units, Class A common stock or warrants. We have applied to list our units on The Nasdaq Global Market, or Nasdaq, under the symbol "LIONU." We expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Nomura informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will also be listed on Nasdaq under the symbols "LION" and "LIONW," respectively. We are an "emerging growth company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 27 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state nor non-U.S. securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $100,000,000 Underwriting discounts and commissions(1) $0.55 $5,500,000 Proceeds to us, before expenses $9.45 $94,500,000 (1) Includes $0.35 per unit, or $3,500,000 (or up to $4,025,000 if the underwriters over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described in this prospectus. The deferred commissions will be released to the underwriters only on completion of an initial business combination as described in this prospectus. See the section of this prospectus entitled "Underwriting" beginning on page 115 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private securities described in this prospectus, $101.00 million, or $116.15 million if the underwriters over-allotment option is exercised in full ($10.10 per unit in either case) will be deposited into a trust account in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and $2.50 million ($2.35 million if the underwriters over-allotment option is exercised in full) will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager Nomura Co-Managers Northland Capital Markets Drexel Hamilton TABLE OF CONTENTS Summary1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001846348_rocket_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001846348_rocket_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e17edcf417e23bfc8e15013821903759f1c8840c
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001846348_rocket_prospectus_summary.txt
@@ -0,0 +1 @@
+interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our ordinary shares, such as the tax consequences under state, local and other tax laws. Prospective investors should consult their professional advisors on the possible tax consequences of buying, holding or selling any securities under the laws of their country of citizenship, residence or domicile. Cayman Islands Tax Considerations The following is a discussion on certain Cayman Islands income tax consequences of an investment in our securities. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor s particular circumstances and does not consider tax consequences other than those arising under Cayman Islands law. Under Existing Cayman Islands Laws Payments of dividends and capital in respect of our securities will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman Islands income or corporate tax. The Cayman Islands currently have no income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax. No stamp duty is payable in respect of the issue of our securities or on an instrument of transfer in respect of our securities. The Company has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and received an undertaking from the Financial Secretary of the Cayman Islands in the following form: The Tax Concessions Act (As Revised) Undertaking as to Tax Concessions In accordance with the provision of section 6 of The Tax Concessions Act (As Revised), the Financial Secretary undertakes with European Sustainable Growth Acquisition Corp. ("the Company"). 1. That no law which is hereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and 2. In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: 2.1 on or in respect of the shares, debentures or other obligations of the Company; OR 2.2 by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Act (As Revised). 3. These concessions shall be for a period of 20 years from the date hereof. United States Federal Income Tax Considerations General The following discussion summarizes certain United States federal income tax considerations generally applicable to the acquisition, ownership and disposition of our Class A ordinary shares, which we sometimes refer to as our securities, that are purchased in this offering by U.S. Holders (as defined below) and Non-U.S. Holders (as defined below)). 117 This discussion is limited to certain United States federal income tax considerations to beneficial owners of our securities who are initial purchasers of Class A ordinary shares pursuant to this offering and them as a capital asset within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"). This discussion assumes that any consideration received (or deemed received) by a holder in consideration for the sale or other disposition of our securities will be in U.S. dollars. This discussion is a summary only and does not consider all aspects of United States federal income taxation that may be relevant to the acquisition, ownership and disposition of our Class A ordinary shares by a prospective investor in light of its particular circumstances, including: the sponsor; financial institutions or financial services entities; broker-dealers; taxpayers that are subject to the mark-to-market accounting rules; tax-exempt entities; governments or agencies or instrumentalities thereof; insurance companies; regulated investment companies; real estate investment trusts; controlled foreign corporations; persons liable for alternative minimum tax; expatriates or former long-term residents of the United States; persons that actually or constructively own five percent or more of our voting shares or the total value of our shares; persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation or in connection with services; persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; or U.S. Holders (as defined below) whose functional currency is not the U.S. dollar. Moreover, the discussion below is based upon the provisions of the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, and such provisions may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in United States federal income tax consequences different from those discussed below. Furthermore, this discussion does not address any aspect of United States federal non-income tax laws, such as gift, estate or Medicare contribution tax laws, or state, local or non-U.S. tax laws. We have not sought, and will not seek, a ruling from the IRS as to any United States federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion. As used herein, the term "U.S. Holder" means a beneficial owner of units, Class A ordinary shares or warrants who or that is for United States federal income tax purposes: (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state or political subdivision thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (within the meaning of the Code) have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a U.S. person. This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership (or other entity or arrangement classified as a partnership for United States federal income tax purposes) is the beneficial owner of our securities, the United States federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. Partnerships holding our securities and partners in such partnerships are urged to consult their tax advisors. 118 THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES. EACH PROSPECTIVE INVESTOR IN OUR SECURITIES IS URGED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS. U.S. Holders Taxation of Distributions Subject to the passive foreign investment company ("PFIC") rules discussed below, a U.S. Holder generally will be required to include in gross income as dividends the amount of any cash distribution paid on our Class A ordinary shares to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under United States federal income tax principles). Such dividends paid by us will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Subject to the PFIC rules discussed below, distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder s basis in its Class A ordinary shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such Class A ordinary shares. With respect to non-corporate U.S. Holders, under tax laws currently in effect, dividends generally will be taxed at the lower applicable long-term capital gains rate (see "Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares" below) only if our Class A ordinary shares are readily tradable on an established securities market in the United States (which they will be if our shares are traded on the Nasdaq) and certain other requirements are met, including that we are not classified as a PFIC during the taxable year in which the dividend is paid or the preceding taxable year and, perhaps, until after the close of the first two taxable years following our start-up year (within the meaning of the start-up exception). U.S. Holders should consult their tax advisors regarding the availability of such lower rate for any dividends paid with respect to our Class A ordinary shares. Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares Subject to the PFIC rules discussed below, a U.S. Holder generally will recognize capital gain or loss on the sale or other taxable disposition of our Class A ordinary shares, which, in general, would include a redemption of Class A ordinary shares as described below (including on our dissolution and liquidation if we do not consummate an initial business combination within the required time period). Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder s holding period for such Class A ordinary shares exceeds one year. It is unclear, however, whether certain redemption rights described in this prospectus may suspend the running of the applicable holding period of the ordinary shares for this purpose. The amount of gain or loss recognized on a sale or other taxable disposition generally will be equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder s adjusted tax basis in its Class A ordinary shares so disposed of. A U.S. Holder s adjusted tax basis in its Class A ordinary shares generally will equal the U.S. Holder s acquisition cost reduced by any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder is currently eligible to be taxed at reduced rates. The deduction of capital losses is subject to certain limitations. Redemption of Class A Ordinary Shares Subject to the PFIC rules discussed below, in the event that a U.S. Holder s Class A ordinary shares are redeemed pursuant to the redemption provisions described in this prospectus under "Description of Securities — Ordinary Shares" or if we purchase a U.S. Holder s Class A ordinary shares in an open market transaction (each of which we refer to as a "redemption"), the treatment of the transaction for United States federal income tax purposes will depend on whether the redemption qualifies as a sale of the Class A ordinary shares under Section 302 of the Code. If the redemption or purchase by us qualifies as a sale of Class A ordinary shares, the U.S. Holder will be treated as described under "Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares" above. If the redemption or purchase by us does not qualify as a sale of Class A ordinary shares, the U.S. Holder will be treated as receiving a corporate distribution with the tax consequences described above under "— Taxation of Distributions." Whether a redemption or purchase by us qualifies for sale treatment will depend largely on the total number of our shares treated as held by the U.S. Holder relative to all of our shares outstanding both before and after such redemption or purchase. The redemption or purchase by us of Class A ordinary shares generally will be treated as a sale of the Class A ordinary shares (rather than as a corporate distribution) if such redemption or purchase (i) is "substantially disproportionate" with respect to the U.S. Holder, (ii) results in a "complete termination" of the U.S. Holder s interest in us or (iii) is "not essentially equivalent to a dividend" with respect to the U.S. Holder. These tests are explained more fully below. 119 In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only our shares actually owned by the U.S. Holder, but also our shares that are constructively owned by such holder. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares the U.S. Holder has a right to acquire by exercise of an option. In order to meet the substantially disproportionate test, the percentage of our issued and outstanding voting shares actually and constructively owned by the U.S. Holder immediately following the redemption of Class A ordinary shares must, among other requirements, be less than 80 percent of the percentage of our issued and outstanding voting shares actually and constructively owned by the U.S. Holder immediately before the redemption. Prior to our initial business combination the Class A ordinary shares may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of a U.S. Holder s interest if either (i) all of our shares actually and constructively owned by the U.S. Holder are redeemed or (ii) all of our shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the U.S. Holder does not constructively own any other shares of ours. The redemption of the Class A ordinary shares will not be essentially equivalent to a dividend if such redemption results in a "meaningful reduction" of the U.S. Holder s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a "meaningful reduction." A U.S. Holder should consult its tax adviser as to the tax consequences of a redemption. If none of the foregoing tests are satisfied, then the redemption will be treated as a corporate distribution and the tax effects will be as described under "Taxation of Distributions" above. After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed Class A ordinary shares will be added to the U.S. Holder s adjusted tax basis in its remaining shares. If there are no remaining shares, a U.S. Holder is urged to consult its tax advisor as to the allocation of any remaining tax basis. Passive Foreign Investment Company Rules A non-U.S. corporation will be classified as a PFIC for United States federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. Because we are a blank check company, with no current active business, we believe that it is likely that we will meet the PFIC asset or income test for our current taxable year ending December 31, 2021. However, pursuant to a startup exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (the "startup year"), if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the startup year; and (3) the corporation is not in fact a PFIC for either of those years. The applicability of the startup exception to us will not be known until after the close of our current taxable year ending December 31, 2021, and perhaps, until after the close of the first two taxable years following our current taxable year. Although subject to uncertainty, it is possible that we could be treated as a PFIC for a taxable year prior to our startup year (within the meaning of the startup exception). Further, after the acquisition of a company or assets in a business combination, we may still meet one of the PFIC tests depending on the timing of the acquisition and the amount of our passive income and assets as well as the passive income and assets of the acquired business. If the company that we acquire in a business combination is a PFIC, then we will likely not qualify for the startup exception and will be a PFIC for our current taxable year ending December 31, 2021. Our actual PFIC status for our current taxable year or any subsequent taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year ending December 31, 2021, or any future taxable year. 120 Although our PFIC status is determined annually, an initial determination that our company is a PFIC will generally apply for subsequent years to a U.S. Holder who held ordinary shares while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our Class A ordinary shares and the U.S. Holder did not make either a timely qualified electing fund ("QEF") election or a mark-to-market election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Class A ordinary shares, as described below, such U.S. Holder generally will be subject to special rules with respect to (i) any gain recognized by the U.S. Holder on the sale or other disposition of its Class A ordinary shares and (ii) any "excess distribution" made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Class A ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder s holding period for the Class A ordinary shares). Under these rules: the U.S. Holder s gain or excess distribution will be allocated ratably over the U.S. Holder s holding period for the Class A ordinary shares; the amount allocated to the U.S. Holder s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income; the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder. In general, if we are determined to be a PFIC, a U.S. Holder may avoid the PFIC tax consequences described above in respect to our Class A ordinary shares by making a timely and valid QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or with which our taxable year ends. A U.S. Holder generally may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge. In the alternative, a U.S. Holder may avoid the PFIC tax consequences described above by making a "mark-to-market" election. The QEF election and mark-to-market election are described further below. The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed United States federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances. In order to comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year (of which there can be no assurance), we will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a QEF election, but there is no assurance that we will timely provide such required information. There is also no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided. 121 If a U.S. Holder has made a QEF election with respect to our Class A ordinary shares, and the excess distribution rules discussed above do not apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our Class A ordinary shares generally will be taxable as capital gain and no additional tax charge will be imposed under the PFIC rules. As discussed above, if we are a PFIC for any taxable year, a U.S. Holder of our Class A ordinary shares that has made a QEF election will be currently taxed on its pro rata share of our earnings and profits, whether or not distributed for such year. A subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable when distributed to such U.S. Holder. The tax basis of a U.S. Holder s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. In addition, if we are not a PFIC for any taxable year, such U.S. Holder will not be subject to the QEF inclusion regime with respect to our Class A ordinary shares for such a taxable year. If we are a PFIC and our Class A ordinary shares constitute "marketable stock," a U.S. Holder may avoid the adverse PFIC tax consequences discussed above if such U.S. Holder, at the close of the first taxable year in which it holds (or is deemed to hold) our Class A ordinary shares, makes a mark-to-market election with respect to such shares for such taxable year. Such U.S. Holder generally will include for each of its taxable years as ordinary income the excess, if any, of the fair market value of its Class A ordinary shares at the end of such year over its adjusted basis in its Class A ordinary shares. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted basis of its Class A ordinary shares over the fair market value of its Class A ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder s basis in its Class A ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Class A ordinary shares will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to warrants. The mark-to-market election is available only for "marketable stock," generally, stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including Nasdaq (on which we intend to list the Class A ordinary shares), or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our ordinary shares under their particular circumstances. If we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. We will endeavor to cause any lower-tier PFIC to provide to a U.S. Holder the information that may be required to make or maintain a QEF election with respect to the lower-tier PFIC. There can be no assurance that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide such required information. U.S. Holders are urged to consult their tax advisors regarding the tax issues raised by lower-tier PFICs. A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is made) and such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS. The rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of our Class A ordinary shares should consult their own tax advisors concerning the application of the PFIC rules to our securities under their particular circumstances. 122 Tax Reporting Certain U.S. Holders may be required to file an IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) to report a transfer of property (including cash) to us. Substantial penalties may be imposed on a U.S. Holder that fails to comply with this reporting requirement and the period of limitations on assessment and collection of United States federal income taxes will be extended in the event of a failure to comply. Furthermore, certain U.S. Holders who are individuals and certain entities will be required to report information with respect to such U.S. Holder s investment in "specified foreign financial assets" on IRS Form 8938 (Statement of Specified Foreign Financial Assets), subject to certain exceptions. Persons who are required to report specified foreign financial assets and fail to do so may be subject to substantial penalties and the period of limitations on assessment and collection of United States federal income taxes will be extended in the event of a failure to comply. Potential investors are urged to consult their tax advisors regarding the foreign financial asset and other reporting obligations and their application to an investment in our Class A ordinary shares. Non-U.S. Holders This section applies to you if you are a "Non-U.S. Holder." As used herein, the term "Non-U.S. Holder" means a beneficial owner of our Class A ordinary shares that is for United States federal income tax purposes: a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax as expatriates); a foreign corporation; or an estate or trust that is not a U.S. Holder; but generally does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition. If you are such an individual, you should consult your tax advisor regarding the United States federal income tax consequences of the sale or other disposition of our securities. Dividends (including constructive distributions treated as dividends) paid or deemed paid to a Non-U.S. Holder in respect of our Class A ordinary shares generally will not be subject to United States federal income tax, unless the dividends are effectively connected with the Non-U.S. Holder s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States). In addition, a Non-U.S. Holder generally will not be subject to United States federal income tax on any gain attributable to a sale or other disposition of our Class A ordinary shares unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States). Dividends (including constructive distributions treated as dividends) and gains that are effectively connected with the Non-U.S. Holder s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to United States federal income tax at the same regular United States federal income tax rates applicable to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for United States federal income tax purposes, also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate. Information Reporting and Backup Withholding Dividend payments with respect to our Class A ordinary shares and proceeds from the sale, exchange or redemption of our Class A ordinary shares may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder s United States federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information. Holders are urged to consult their tax advisors regarding the application of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding in their particular circumstances. 123 UNDERWRITING Ladenburg Thalmann & Co. Inc is acting as sole book-running manager of the offering and as representative of the underwriters named below. Subject to the terms and conditions of the underwriting agreement dated the date of this prospectus, the underwriters named below, through their representative Ladenburg Thalmann & Co. Inc, have severally agreed to purchase on a firm commitment basis, and we have agreed to sell to the underwriters, the following respective number of Class A Ordinary shares set forth opposite the underwriter s name at a public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus. NUMBER OF CLASS A ORDINARY SHARES Ladenburg Thalmann & Co. Inc Total 10,000,000 The underwriting agreement provides that the obligations of the underwriters to purchase the Class A ordinary shares included in this offering are subject to all applicable laws and regulations and certain conditions precedent such as the receipt by the underwriters of officers certificates and legal opinions and approval of certain legal matters by their counsel. The underwriters are obligated to purchase all of Class A ordinary shares (other than those covered by the over-allotment option described below) if they purchase any of Class A ordinary shares. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated. We have agreed to indemnify the underwriters and certain of their controlling persons against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make in respect of those liabilities. Class A ordinary shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Upon the execution of the underwriting agreement, the underwriters will be obligated to purchase the Class A ordinary shares at the prices and upon the terms stated therein, and, as a result, will thereafter bear any risk associated with changing the offering price to the public or other selling terms after completion of the initial public offering. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part. Ladenburg Thalmann has advised us that the underwriters do not intend to make sales to discretionary accounts. If the underwriters sell more Class A ordinary shares than the total number set forth in the table above, we have granted to the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to 1,500,000 additional Class A ordinary shares at the public offering price less the underwriting discount. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional Class A ordinary shares approximately proportionate to that underwriters initial purchase commitment. Any Class A ordinary shares issued or sold under the option will be issued and sold on the same terms and conditions as the other Class A ordinary shares that are the subject of this offering. Our sponsor, officers and directors have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of Ladenburg Thalmann, offer, sell, contract to sell, grant any option to sell (including any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-l(h) under the Exchange Act, as amended, or otherwise dispose of, directly or indirectly, any of our Class A ordinary shares, warrants, ordinary shares or any other securities convertible into, or exercisable, or exchangeable for, our ordinary shares currently or hereafter owned either of record or beneficially, or publicly announce an intention to do any of the foregoing. Ladenburg Thalmann in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice. Our sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private placement warrants pursuant to the letter agreement as described herein. 124 Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (i) one year after the date of the consummation of our initial business combination or (ii) the date on which we consummate a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (except as described herein under the section of this prospectus entitled "Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants"). Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivision, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 150 days after our initial business combination, the founder shares will no longer be subject to such transfer restrictions. We refer to such transfer restrictions throughout this prospectus as the lock-up. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except with respect to permitted transferees as described herein under the section of this prospectus entitled "Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants"). Prior to this offering, there has been no public market for our securities. Consequently, the initial public offering price for the Class A ordinary shares was determined by negotiations between us and the underwriters. Among the factors considered in determining the initial public offering price were the history and prospects of companies whose principal business is the acquisition of other companies, prior offerings of those companies, our management, our capital structure, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the Class A ordinary shares, will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our Class A ordinary shares, will develop and continue after this offering. We have applied to list our Class A ordinary shares on Nasdaq under the symbol "RGAC". We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect that our Class A ordinary shares will be listed on Nasdaq on or promptly after the date of this prospectus. The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters over-allotment option. The upfront portion of the underwriting discounts and commissions will be $0.10 per unit. PAYABLE BY ROCKET GLOBAL ACQUISITION CORP. NO EXERCISE FULL EXERCISE Per Class A ordinary share (1) $0.30 $0.30 Total(1) $3,000,000 $3,450,000 (1)Includes $0.20 per share of Class A ordinary share, or $2,000,000 (or $2,300,000 if the over-allotment option is exercised in full) in the aggregate payable to Ladenburg for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to Ladenburg only on completion of an initial business combination, in an amount equal to $0.20 multiplied by the number of Class A ordinary shares sold as part of the Class A ordinary shares in this offering, as described in this prospectus. If we do not complete our initial business combination and subsequently liquidate, Ladenburg has agreed that (i) it will forfeit any rights or claims to its deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account upon liquidation, and (ii) that the deferred underwriters discounts and commissions will be distributed on a pro rata basis, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes to the public shareholders. We have agreed to reimburse the underwriters for all expenses and fees related to the review by FINRA, including legal fees of $15,000, and up to an aggregate of $75,000 for all other expenses. 125 No discounts or commissions will be paid on the sale of the private placement warrants. Regulatory Restrictions on Purchase of Securities In connection with the offering, the underwriters may purchase and sell Class A ordinary shares in the open market. The underwriters have advised us that, in accordance with Regulation M under the Securities Exchange Act of 1934, as amended, they may engage in short sale transactions, purchases to cover short positions, which may include purchases pursuant to the over-allotment option, stabilizing transactions, syndicate covering transactions or the imposition of penalty bids in connection with this offering. These activities may have the effect of stabilizing or maintaining the market price of our Class A ordinary shares at a level above that which might otherwise prevail in the open market. Short sales involve secondary market sales by the underwriters of a greater number of Class A ordinary shares than it is required to purchase in the offering. "Covered" short sales are sales of Class A ordinary shares in an amount up to the number of Class A ordinary shares represented by the underwriters over-allotment option. "Naked" short sales are sales of Class A ordinary shares in an amount in excess of the number of Class A ordinary shares represented by the underwriters over-allotment option. Covering transactions involve purchases of Class A ordinary shares either pursuant to the over-allotment option or in the open market after the distribution has been completed in order to cover short positions. To close a naked short position, the underwriters must purchase Class A ordinary shares in the open market after the distribution has been completed. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A ordinary shares in the open market after pricing that could adversely affect investors who purchase in the offering. To close a covered short position, the underwriters must purchase Class A ordinary shares in the open market after the distribution has been completed or must exercise the over-allotment option. In determining the source of Class A ordinary shares to close the covered short position, the underwriters will consider, among other things, the price of Class A ordinary shares available for purchase in the open market as compared to the price at which they may purchase Class A ordinary shares through the over-allotment option. Stabilizing transactions involve bids to purchase Class A ordinary shares so long as the stabilizing bids do not exceed a specified maximum. Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own account, may have the effect of preventing or retarding a decline in the market price of the Class A ordinary shares. They may also cause the price of the Class A ordinary shares to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. Neither we, nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our Class A ordinary shares. The underwriters are not obligated to engage in these activities and, if commenced, any of the activities may be discontinued at any time. We estimate that our portion of the total expenses of this offering payable by us will be $800,000, excluding underwriting discounts and commissions. We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities. We are not under any contractual obligation to engage any of the underwriters to provide any services for us after this offering, and have no present intent to do so. However, any of the underwriters may introduce us to potential target businesses or assist us in raising additional capital in the future. If any of the underwriters provide services to us after this offering, we may pay such underwriter fair and reasonable fees that would be determined at that time in an arm s length negotiation; provided that no agreement will be entered into with any of the underwriters and no fees for such services will be paid to any of the underwriters prior to the date that is 60 days from the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriters compensation in connection with this offering and we may pay the underwriters of this offering or any entity with which they are affiliated a finder s fee or other compensation for services rendered to us in connection with the completion of an initial business combination. 126 Electronic Distribution A prospectus in electronic format may be made available by e-mail or on the web sites or through online services maintained by one or more of the underwriters or their affiliates. In those cases, prospective investors may view offering terms online and may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of common shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations. Other than the prospectus in electronic format, the information on the underwriters web sites and any information contained in any other web site maintained by any of the underwriters is not part of this prospectus, has not been approved and/or endorsed by us or the underwriters and should not be relied upon by investors. Other Activities and Relationships The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging. financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses. In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments. Selling Restrictions Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful. Notice to Prospective Investors in Canada (A) Resale Restrictions The distribution of Class A ordinary shares in Canada is being made only in the province of Ontario on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of these securities are made. Any resale of the Class A ordinary shares in Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the securities. 127 (B) Representations of Canadian Purchasers By purchasing Class A ordinary shares in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received that: the purchaser is entitled under applicable provincial securities laws to purchase the Class A ordinary shares without the benefit of a prospectus qualified under those securities laws as it is an "accredited investor" as defined under National Instrument 45-106 – Prospectus Exemptions, the purchaser is a "permitted client" as defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations, where required by law, the purchaser is purchasing as principal and not as agent, and the purchaser has reviewed the text above under Resale Restrictions. (C) Conflicts of Interest Canadian purchasers are hereby notified that the underwriters are relying on the exemption set out in section 3A.3 or 3A.4, if applicable, of National Instrument 33-105 — Underwriting Conflicts from having to provide certain conflict of interest disclosure in this document. (D) Statutory Rights of Action Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the offering memorandum (including any amendment thereto) such as this document contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser s province or territory. The purchaser of these securities in Canada should refer to any applicable provisions of the securities legislation of the purchaser s province or territory for particulars of these rights or consult with a legal advisor. (E) Enforcement of Legal Rights All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada. (F) Taxation and Eligibility for Investment Canadian purchasers of Class A ordinary shares should consult their own legal and tax advisors with respect to the tax consequences of an investment in the Class A ordinary shares in their particular circumstances and about the eligibility of the Class A ordinary shares for investment by the purchaser under relevant Canadian legislation. Notice to Prospective Investors in the European Economic Area In relation to each member state of the European Economic Area which has implemented the Prospectus Regulation (each, a "Relevant Member State"), an offer to the public of any Class A ordinary shares which are the subject of the offering contemplated by this prospectus may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any Class A ordinary shares may be made at any time under the following exemptions under the Prospectus Regulation, if they have been implemented in that Relevant Member State: (a)to any legal entity which is a "qualified investor" as defined in the Prospectus Regulation; (b)to fewer than 100, or, if the relevant member state has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), as permitted under the Prospectus Regulation, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the issuer for any such offer; or natural or legal persons (other than qualified investors as defined below) subject to obtaining the prior consent of the underwriter for any such offer; or (c)in any other circumstances falling within Article 3(2) of the Prospectus Regulation, provided that no such offer of Class A ordinary shares shall require us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation. 128 Each purchaser of units described in this prospectus located within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Regulation. For the purpose of this provision, the expression an "offer to the public" in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the units to be offered so as to enable an investor to decide to purchase or subscribe for the units, as the expression may be varied in that member state by any measure implementing the Prospectus Regulation in that member state, and the expression "Prospectus Regulation" means Directive 2003/71/EC (and amendments thereto, including the PD 2010 Amending Directive to the extent implemented by the relevant member state) and includes any relevant implementing measure in each relevant member state, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. We have not authorized and do not authorize the making of any offer of securities through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the units as contemplated in this prospectus. Accordingly, no purchaser of the units, other than the underwriters, is authorized to make any further offer of the units on behalf of us or the underwriters. Notice to Prospective Investors in Hong Kong No securities have been offered or sold, and no securities may be offered or sold, in Hong Kong, by means of any document, other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent; or to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong ("SFO") and any rules made under that Ordinance; or in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong ("CO") or which do not constitute an offer or invitation to the public for the purpose of the CO or the SFO. No document, invitation or advertisement relating to the securities has been issued or may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted under the securities laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under that Ordinance. This prospectus has not been registered with the Registrar of Companies in Hong Kong. Accordingly, this prospectus may not be issued, circulated or distributed in Hong Kong, and the securities may not be offered for subscription to members of the public in Hong Kong. Each person acquiring the securities will be required, and is deemed by the acquisition of the securities, to confirm that he is aware of the restriction on offers of the securities described in this prospectus and the relevant offering documents and that he is not acquiring, and has not been offered any securities in circumstances that contravene any such restrictions. Notice to Prospective Investors in Singapore This prospectus has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Class A ordinary shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a)a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or 129 (b)a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the SFA except: (i)to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (ii)where no consideration is or will be given for the transfer; (iii)where the transfer is by operation of law; (iv)as specified in Section 276(7) of the SFA; or (v)as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore. Notice to Prospective Investors in Switzerland The Class A ordinary shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the Class A ordinary shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the offering, the Company or the Class A ordinary shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of Class A ordinary shares. Italy This prospectus has not been submitted to the Commissione Nazionale per le Societ e la Borsa, the Italian Securities Exchange Commission ("CONSOB"), for clearance and will not be subject to formal review or clearance by CONSOB. Accordingly, the Class A ordinary shares may not be offered, and copies of this prospectus or any other document relating to the shares may not be distributed in Italy except: (a)to "qualified investors" (investitori qualificati), as defined pursuant to Article 34-ter, first paragraph, letter b), of CONSOB regulation No. 11971 of May 14, 1999, as amended, concerning issuers ("Regulation No. 11971"), but excluding (i) small and medium enterprises and natural persons indicated in Regulation No. 11971 that have not been included in the register of qualified investors, (ii) management companies and financial intermediaries authorized to manage individual portfolios on behalf of third parties and (iii) fiduciary companies managing portfolio investments regulated by Article 60, paragraph 4 of Legislative Decree No. 415 of July 23, 1996; or (b)in other circumstances that are exempt from the rules on public offers pursuant to Article 100 of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Italian Financial Act"), and its implementing CONSOB regulations, including Regulation No. 11971. Any such offer, sale or delivery of the Class A ordinary shares offered hereby or distribution of copies of this Prospectus, or any other document relating to the offering in the Republic of Italy must be in compliance with the selling restrictions under (i)made by soggetti abilitati (including investment firms (imprese di investimento), banks or financial intermediaries, as defined by Article 1, first paragraph, letter r), of the Italian Financial Act), to the extent duly authorized to engage in the offering and/or underwriting and/or purchase of financial instruments in the Republic of Italy in accordance with the relevant provisions of the Italian Financial Act, CONSOB Regulation 16190 of October 29, 2007, as amended, Legislative Decree No. 385 of September 1, 1993, as amended (the "Italian Banking Act") and any other applicable laws and regulations; and 130 (ii)in compliance with any other applicable requirements or limitations which may be imposed by CONSOB, the Bank of Italy or any other Italian regulatory authority. Any investor purchasing the Class A ordinary shares offered hereby is solely responsible for ensuring that any offer or resale of the shares it purchased occurs in compliance with applicable laws and regulations. In accordance with Article 100-bis of the Italian Financial Act, the subsequent resale on the secondary market in the Republic of Italy of the Class A ordinary shares offered hereby (which were part of an offer made pursuant to an exemption from the obligation to publish a prospectus) constitutes a distinct and autonomous offer that must be made in compliance with the public offer and prospectus requirement rules provided under the Italian Financial Act and the Regulation No. 11971 unless an exemption applies. Failure to comply with such rules may result in the subsequent resale of such shares being declared null and void and the intermediary transferring the shares may be liable for any damage suffered by the investors. Notice to Prospective Investors in the United Kingdom This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order and other persons to whom it may lawfully be communicated (each such person being referred to as a "relevant person"). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. LEGAL MATTERS Mintz Levin Cohn Ferris Glovsky and Popeo PC, New York, New York is acting as counsel in connection with the registration of our securities under the Securities Act. Maples and Calder will pass upon the validity of the securities offered in this prospectus with respect to the ordinary shares and matters of Cayman Islands law. Graubard Miller, New York, New York, advised the underwriters in connection with the offering of the securities. EXPERTS The financial statements of Rocket Global Acquisition Corp. as of February 17, 2021 and for the period from February 9, 2021 (inception) through February 17, 2021 included in this prospectus have been audited by Marcum LLP, an independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere in this prospectus, and are included in reliance on such report given upon such firm as experts in auditing and accounting. WHERE YOU CAN FIND ADDITIONAL INFORMATION We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include a description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document. Upon completion of this offering, we will be subject to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC s website at www.sec.gov. 131 ROCKET GLOBAL ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Statement of Operations F-4 Statement of Changes in Shareholder's Equity F-5 Statement of Cash Flows F-6 Notes to Financial Statements F-7 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholder and Board of Directors of Rocket Global Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheet of Rocket Global Acquisition Corp. (the "Company") as of February 17, 2021, the related statements of operations, shareholder s equity and cash flows for the period from February 9, 2021 (inception) through February 17, 2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 17, 2021, and the results of its operations and its cash flows for the period from February 9, 2021 (inception) through February 17, 2021, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company s ability to execute its business plan is dependent upon its completion of the proposed initial public offering described in Note 3 to the financial statements. The Company has a working capital deficiency as of February 17, 2021, and lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1 and 3. The financial statements do not include any adjustments that become necessary should the Company be unable to continue as a going concern. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Marcum llp Marcum llp We have served as the Company s auditor since 2021. New York, NY March 3, 2021 F-2 ROCKET GLOBAL ACQUISITION CORP. BALANCE SHEET February 17, 2021 ASSETS Deferred offering costs $100,000 TOTAL ASSETS $100,000 LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Accrued expenses $5,500 Accrued offering costs 75,000 Total Liabilities 80,500 Commitments and Contingencies Shareholder's Equity Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding — Class A ordinary shares, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding — Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 2,875,000 issued and outstanding (1) 288 Additional paid-in capital 24,712 Accumulated deficit (5,500) Total Shareholder's Equity 19,500 TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $100,000 (1) Includes up to 375,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). The accompanying notes are an integral part of the financial statements. F-3 ROCKET GLOBAL ACQUISITION CORP. STATEMENT OF OPERATIONS For the period from February 9, 2021 (inception) through February 17, 2021 Formation costs $5,500 Net Loss $(5,500) Weighted average shares outstanding, basic and diluted(1) 2,500,000 Basic and diluted net loss per ordinary share $(0.00) (1) Excludes up to 375,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). The accompanying notes are an integral part of the financial statements. F-4 ROCKET GLOBAL ACQUISITION CORP. STATEMENT IN CHANGES OF SHAREHOLDER S EQUITY For the period from February 9, 2021 (inception) through February 17, 2021 Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholder's Shares Amount Capital Deficit Equity Balance at February 9, 2021 (inception) — $— $— $— $— Issuance of Class B ordinary shares to Sponsor(1) 2,875,000 288 24,712 — 25,000 Net loss — — — (5,500) (5,500) Balance at February 17, 2021 2,875,000 $288 $24,712 $(5,500) $19,500 (1) Includes up to 375,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). The accompanying notes are an integral part of the financial statements. F-5 ROCKET GLOBAL ACQUISITION CORP. STATEMENT OF CASH FLOWS For the period from February 9, 2021 (inception) through February 17, 2021 Cash Flows from Operating Activities: Net loss $(5,500) Changes in operating assets and liabilities: Accrued expenses 5,500 Net cash provided by (used in) operating activities — Net Change in Cash — Cash - Beginning of period — Cash - End of period $— Non-cash investing and financing activities: Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares $25,000 Deferred offering costs included in accrued offering costs $75,000 The accompanying notes are an integral part of the financial statements. F-6 ROCKET GLOBAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN Rocket Global Acquisition Corp. (the "Company") is a blank check company incorporated in the Cayman Islands on February 9, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a "Business Combination"). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of February 17, 2021, the Company had not commenced any operations. All activity for the period from February 9, 2021 (inception) through February 17, 2021 relates to the Company s formation and the proposed initial public offering ("Proposed Public Offering"), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Public Offering. The Company has selected December 31 as its fiscal year end. The Company s ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 10,000,000 Class A ordinary shares (the "Public Shares") at $10.00 per share (or 11,500,000 shares if the underwriters over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 2,500,000 warrants (or 2,650,000 warrants if the underwriters over-allotment option is exercised in full) (the "Private Placement Warrants"), at a price of $1.00 per Private Placement Warrant, in a private placement to Rocket Global Acquisition Sponsor LLC (the "Sponsor"), that will close simultaneously with the Proposed Public Offering. The Company s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per share sold in the Proposed Public Offering, including the proceeds from the sale of the Private Placement Warrants, will be held in a trust account ("Trust Account"), located in the United States and invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. F-7 ROCKET GLOBAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account (initially anticipated to be $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company s warrants. The Class A ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with the Financial Accounting Standards Board s ("FASB") Accounting Standards Codification ("ASC") Topic 480, Distinguishing Liabilities from Equity. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association as then in effect (the "Amended and Restated Memorandum and Articles of Association"), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission ("SEC"), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Proposed Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company s prior written consent. F-8 ROCKET GLOBAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS The sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) to modify the substance or timing of the obligation relating to redemption rights of the public shares as described in this prospectus or (B) with respect to any other provision relating to shareholders' rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if the Company fails to complete the initial business combination within 24 months from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the initial business combination within the prescribed time frame. The Company will have only 24 months from the closing of this offering to complete the initial business combination. If the Company is unable to complete the initial business combination within such 24-month period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Proposed Public Offering price per share ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor s only assets are securities of the company. Therefore, the Company believes it is unlikely the Sponsor will be able to satisfy any indemnification obligations that may arise. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. F-9 ROCKET GLOBAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Going Concern Consideration At February 17, 2021 the Company had no cash and a working capital deficit of $80,500. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company s ability to continue as a going concern. Management plans to address this uncertainty through a planned public offering. There is no assurance that the Company s plans to raise capital will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001846468_tiga_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001846468_tiga_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f669de30162f8a8372997f7e1ad252328a05e82b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001846468_tiga_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, Company or our company are to Tiga Acquisition Corp. III, a Cayman Islands exempted company; memorandum and articles of association are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering; Companies Law are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; forward purchase agreement are to the agreement providing our sponsor or its permitted assignee with an option to subscribe for, in the forward purchaser s sole discretion, the forward purchase securities in one or multiple private placements that will close prior to or concurrently with the closing of our initial business combination; forward purchase securities are to the forward purchase shares and forward purchase warrants; forward purchase shares are to an aggregate of up to 5,000,000 Class A ordinary shares if purchased by our sponsor or its permitted assignee at their option; forward purchase warrants are to an aggregate of up to 1,250,000 warrants to purchase Class A ordinary shares if purchased by our sponsor or its permitted assignee at their option; forward purchaser are to the sponsor or its permitted assignee; founders means Mr. G. Raymond Zage, III and Mr. Ashish Gupta; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and which currently are held by our sponsor (which shares may be transferred to permitted transferees from time to time) and the Class A ordinary shares that will be issued upon the automatic conversion of such Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares are not considered public shares for the purposes of this prospectus); IDR refers to Indonesian Rupiah, the lawful currency of Indonesia; initial shareholders are to holders of our founder shares prior to this offering; letter agreement are to a letter agreement, the forms of which are filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our executive officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering, and upon conversion of working capital loans, if any; public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team subscribe for public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares offered as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public warrants are to our warrants offered as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market; sponsor is to Tiga Sponsor III LLC, a Cayman Islands exempted company and an affiliate of our founders; and TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 12, 2021 PRELIMINARY PROSPECTUS $150,000,000 Tiga Acquisition Corp. III 15,000,000 Units Tiga Acquisition Corp. III is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and established for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any potential business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of: one Class A ordinary share and one-quarter of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. The underwriters have a 45-day option from the date of this prospectus to purchase up to 2,250,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we have not completed an initial business combination within 24 months from the closing of this offering we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as further described herein. Our sponsor, Tiga Sponsor III LLC, has agreed to purchase 3,333,333 warrants (or 3,633,333 if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, in a private placement that will close concurrently with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Our sponsor and certain of our directors own 4,312,500 Class B ordinary shares (up to 562,500 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised and excluding any adjustment to the outstanding Class B ordinary shares related to the forward purchase agreement described below) which will automatically convert into Class A ordinary shares on the first business day following the completion of our initial business combination as described herein. We have entered into a forward purchase agreement (the forward purchase agreement ) with our sponsor or an affiliate of our sponsor (the forward purchaser ) which grants the forward purchaser an option to subscribe, in the forward purchaser s sole discretion, for up to 5,000,000 Class A ordinary shares plus up to 1,250,000 warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of up to $50,000,000, or $10.00 per Class A ordinary share, in one or multiple private placements to close prior to or concurrently with the closing of our initial business combination. The terms of the forward purchase agreement permit the forward purchaser to transfer the rights to purchase the forward purchase securities to third parties. The aggregate proceeds from the sale of securities under the forward purchase agreement will be used by us for purposes related to our initial business combination. The total number of Class B ordinary shares outstanding after this offering and the expiration of the underwriters over-allotment option will equal 20% of the sum of the total number of Class A ordinary shares and Class B ordinary shares outstanding at such time plus the number of Class A ordinary shares to be sold pursuant to the forward purchase agreement. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial business combination on a one-for-one basis, subject to adjustment as described herein. Only holders of Class B ordinary shares will have the right to appoint directors in any election held prior to or in connection with the completion of our initial business combination. On any other matters submitted to a vote of our shareholders, holders of Class B ordinary shares and holders of Class A ordinary shares will vote together as a single class, except as required by law. Currently, there is no public market for our units, Class A ordinary shares or warrants. We expect to have our units listed on the New York Stock Exchange, or NYSE, under the symbol TTRE U on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the NYSE under the symbols TTRE and TTRE WS, respectively, on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the underwriters permit earlier separate trading conditions, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ) containing an audited balance sheet of the Company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 37 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Per Unit Total Public offering price $10.00 $150,000,000 Underwriting discounts and commissions(1) $0.55 $ 8,250,000 Proceeds, before expenses, to us $9.45 $141,750,000 (1) Includes $0.35 per unit, or $5,250,000 in the aggregate (or $6,037,500 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the completion of an initial business combination. See also Underwriting beginning on page 158 for a description of underwriting compensation payable to the underwriters. Of the net proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $150.0 million, or $172.5 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and $2,000,000 will be available to pay fees and expenses in connection with the closing of this offering (excluding underwriting commissions) and for working capital following the closing of this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released until the earliest to occur of: (a) the completion of our initial business combination; (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our memorandum and articles of association (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering, or (ii) with respect to any other provisions relating to shareholders rights or pre-initial business combination activity; and (c) the redemption of all of our public shares if we have not completed our business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation to subscribe for securities is being made to the public in the Cayman Islands. Credit Suisse Goldman Sachs (Asia) L.L.C. , 2021 TABLE OF CONTENTS warrants are to the public warrants, private placement warrants, forward purchase warrants and any other warrants issued pursuant to our warrant agreement. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of ordinary shares described in this prospectus will take effect as a surrender for no consideration of such ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and accordingly, that our sponsor will forfeit 562,500 of its founder shares following the closing of this offering. TABLE OF CONTENTS We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. TABLE OF CONTENTS Page SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001846622_modiv_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001846622_modiv_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f19ae74013fd4592007c8d321157502fc964d3af
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001846622_modiv_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus: the company, we, us our or our company refers to Modiv Acquisition Corp.; initial stockholders refers to all of our stockholders immediately prior to the date of this prospectus, including our sponsor and officers and directors to the extent they hold such shares; founder shares refers to the 2,875,000 shares of common stock purchased prior to this offering by our sponsor (including up to an aggregate of 375,000 shares of common stock subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part); private warrants refers to the warrants we are selling privately to our sponsor and/or its designees upon consummation of this offering; sponsor refers to Modiv Venture Fund, LLC; the term public stockholders means the holders of shares of common stock which are being sold as part of the units in this public offering ( public shares ) whether they are purchased in the public offering or in the aftermarket, including any of our initial stockholders to the extent that they purchase such public shares (except that our initial stockholders will not have redemption or tender rights with respect to any public shares they own); and the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED MARCH 23, 2021 $100,000,000 MODIV ACQUISITION CORP. 10,000,000 UNITS Modiv Acquisition Corp., which we refer to as we, us or our company, is a newly organized blank check company incorporated in Delaware and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. Although we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination, we intend to focus on targets located in North America that are focused on fintech and proptech, with a focus on companies whose core purpose is related to the real estate industry. Within those parameters, we intend to pursue a business combination with companies that use technology driven platforms and solutions to disrupt or revolutionize the real estate capital markets, transactional marketplaces and investment management industry. This is an initial public offering of our securities. We are offering 10,000,000 units at an offering price of $10.00 per unit. Each unit consists of one share of common stock, par value $0.0001, and one warrant to purchase one-half ( ) share of common stock, which we refer to throughout this prospectus as warrants or the public warrants. Each warrant entitles the holder thereof to purchase one-half ( ) share of common stock at a price of $11.50 per whole share, subject to adjustment as described in the prospectus. We will not issue fractional shares. As a result, you must exercise public warrants in multiples of two warrants, at a price of $11.50 per whole share, subject to adjustment as described in this prospectus, to validly exercise your warrants. Each public warrant will become exercisable on the later of (i) one year after the effective date of the registration statement of which this prospectus forms a part, and (ii) the consummation of an initial business combination, and will expire five years after the completion of an initial business combination, or earlier upon redemption. We have granted Chardan Capital Markets LLC, the representative of the underwriters, a 45-day option to purchase up to an additional 1,500,000 units (over and above the 10,000,000 units referred to above) solely to cover over-allotments, if any. We will provide the holders of our outstanding shares of common stock that were sold as part of the units in this offering with the opportunity to redeem their shares of common stock upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below, including interest (net of taxes payable), divided by the number of then outstanding shares of common stock that were sold as part of the units in this offering, which we refer to as our public shares. We have 24 months to consummate our initial business combination. If we are unable to consummate our initial business combination within the above time period, we will distribute the aggregate amount then on deposit in the trust account, pro rata to our public stockholders, by way of the redemption of their shares and thereafter cease all operations except for the purposes of winding up of our affairs, as further described herein. In such event, the warrants will expire and be worthless. On January 29, 2021, Modiv Venture Fund, LLC, an entity affiliated with Modiv Inc. and certain of our management team, which we refer to as our sponsor, purchased 2,875,000 shares, which includes an aggregate of up to 375,000 shares that are subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part, for an aggregate purchase price of $25,000, which we refer to herein as founder shares or insider shares. Our sponsor has committed to purchase from us an aggregate of 8,400,000 (or 9,000,000 if the over-allotment option is exercised in full) warrants (or private warrants ) at $0.50 per private warrant for a total purchase price of $4,200,000 (or $4,500,000 if the over-allotment option is exercised in full). Each private warrant is exercisable for one-half ( ) share of common stock at an exercise price of $11.50 per whole share. These purchases will take place on a private placement basis simultaneously with the consummation of this offering. Of the $4,200,000 (or $4,500,000 if the over-allotment option is exercised in full) we will receive from the sale of the private warrants, $3,200,000 will be used for offering expenses (not including deferred underwriting discounts) and $1,000,000 will be used for working capital held outside of the trust account (or $3,500,000 will be used for offering expenses if the over-allotment option is exercised in full). There is presently no public market for our units, common stock, or warrants. We intend to apply to have our units listed on the NYSE American under the symbol MACSU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on NYSE American. Once the securities comprising the units begin separate trading as described in this prospectus, the units, shares of common stock and warrants will be traded on NYSE American under the symbols MACSU , MACS and MACSW, respectively. We cannot assure you that our securities will continue to be listed on NYSE American after this offering. We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 and will therefore be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 27 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Price to Public Underwriting Discount and Commissions(1) Proceeds, Before Expenses, to us Per unit $10.00 $0.55(2) $9.45 Total $100,000,000 $5,500,000 $94,500,000 (1) Please see the section titled Underwriting for further information relating to the underwriting arrangements agreed to between us and the underwriters in this offering. (2) Includes $3,500,000, or $0.35 per unit, equal to 3.5% of the gross proceeds of this offering (or $4,025,000 if the underwriters over-allotment option is exercised in full) payable to the underwriters as deferred underwriting discounts and commissions from the funds to be placed in the trust account described below. Such funds will be released to the underwriters only upon consummation of an initial business combination, as described in this prospectus. If the business combination is not consummated, such deferred discount will be forfeited by the underwriters. The underwriters will not be entitled to any interest accrued on the deferred underwriting discount. Upon consummation of the offering, $10.00 per unit sold to the public in this offering (whether or not the over-allotment option has been exercised in full or part) will be deposited into a United States-based trust account, with American Stock Transfer & Trust Company, LLC, acting as trustee. Such amount includes $3,500,000, or $0.35 per unit (or $4,025,000 if the underwriters over-allotment option is exercised in full) payable to the underwriters as deferred underwriting discounts and commissions. Except as described in this prospectus, these funds will not be released to us until the earlier of the completion of our initial business combination and our redemption of the public shares upon our failure to consummate a business combination within the required period. The underwriters are offering the units on a firm commitment basis. The underwriters expect to deliver the units to purchasers on or about [ ], 2021. Sole Book-Running Manager Chardan [ ], 2021 TABLE OF CONTENTS General Modiv Acquisition Corp. ( MAC , us , we , our or our company ) is a blank check company incorporated on January 15, 2021 as a Delaware corporation. MAC was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. Although there is no restriction or limitation on what industry we may target for our initial business combination, it is our intention to pursue prospective targets generally referred to as fintech and proptech companies whose core purpose is related to the real estate industry and who use technology driven platforms and solutions to disrupt or revolutionize the real estate capital markets, transactional marketplaces and investment management industry. We believe this focus takes best advantage of our sponsor s experience and capabilities. We have not identified any specific business combination, nor has anyone on our behalf initiated or engaged in any substantive discussions, formal or otherwise, related to such a transaction. Our efforts to date have been limited to organizational activities related to this offering. Our Sponsor, Leadership, and Competitive Advantages Our management team has significant experience in mergers and acquisitions, public company leadership roles and the real estate industry. The parent company of our sponsor, Modiv Inc. ( Modiv ), is a pioneer in the direct-to-consumer commercial real estate product industry, having created one of the largest non-listed real estate investment trusts ( REITs ) to be raised via crowdfunding technology. Modiv is an investment manager and product sponsor that invests in diversified real estate assets and real estate-related entity investments. Our management team will be led by Ray Wirta, Aaron Halfacre, Ray Pacini and John Raney, who hold the positions of Chairman, Chief Executive Officer, Chief Financial Officer and Chief Legal Officer of Modiv, respectively. Collectively, our management team possesses in excess of 100 years of combined real estate experience, has overseen more than $25 billion in real estate-related M&A, and, other than Mr. Raney, has held various public company executive leadership roles. We believe we will be able to leverage the strength of Modiv s management team and industry contacts, as well as Modiv s proven track record as both an organic growth-oriented operator and value-builder through strategic investments and acquisitions, to not only source attractive acquisition candidates within the fintech, proptech, and real estate investment management sectors, but also potentially support the acquired company s future growth prospects. We believe Modiv can leverage its existing position as an established crowdfunded REIT, along with its management team s experience, expertise and operational skills, making us an attractive business partner to other potential target businesses. Target Sectors Expertise. Modiv, a REIT funded through a fintech crowdfunding platform, was founded in 2015 in direct response to the passage of the JOBS Act. Since then, Modiv has acquired its former sponsor s crowdfunding platform which was founded in 2012 and has grown to approximately $400 million in total assets under management, all without raising outside venture capital or funding by outside principals; instead Modiv raised capital directly from individual investors entirely through crowdfunding technology. We believe Modiv s and our management team s knowledge of, and expertise in, technology-driven real estate capital markets and investment management businesses is unparalleled, leaving us well positioned to identify a potential target, successfully complete a business combination, and help guide the post-business combination company to maximize its growth trajectory. Public Company Leadership. Many fintech and proptech companies are founded and managed by entrepreneurial strategists and technologists who, despite their industry savvy, often lack the public company expertise necessary to access the public capital markets successfully. However, our management team has substantial experience with public offerings, a significant positive track record of creating value in public companies, and a commitment to shareholder alignment. (See Our Management for additional information with respect to our management team s public company experience.) Further, Modiv is a public reporting non-listed REIT with experience complying with substantially all of the same federal securities laws and regulations and oversight of the SEC that are applicable to publicly-listed companies. Our management team will be able to assist a potential target company through its transformation from a private to public company. TABLE OF CONTENTS Extensive M&A Experience; Industry Poised for Consolidation. The fintech and proptech sectors have witnessed significant growth coincided by elevated fragmentation and little consolidation to-date. We believe the fintech and proptech sectors, as well as the crowdfunding vertical within both of those sectors, are ripe for aggregation and further scale. Crowdfunding, in particular, is poised for a potential series of listing events or mergers as many of the reputable crowdfunding companies are backed by venture capital firms who have held their investments past their traditional harvest dates. Our management team has extensive M&A experience and we believe is well positioned and qualified to identify an attractive target company and successfully complete a business combination in an industry ripe for consolidation. (See Our Management for additional information with respect to our management team s M&A experience.) Through Modiv, our management team has a history of acquiring crowdfunding companies while maintaining its investor-centric business model. As a component of the 2019 merger between Modiv and Rich Uncles Real Estate Investment Trust I (Rich Uncles), Modiv internalized management and acquired the rights to all relevant fintech crowdfunding technology previously held by Modiv s and Rich Uncles sponsor. As such, Modiv is one of the only crowdfunded companies that is entirely owned by its retail real estate investors. Subsequently in 2020, Modiv acquired the REITless investment platform, an online investment platform for commercial real estate investment offerings, and the intellectual property of buildingbits.com, an innovative online real estate crowdfunding platform, which have been combined into a novel investment product renamed Modiv Divisibles, LLC that will allow retail investors to invest in fractionalized interests in individual real estate assets without paying excessive fees to external sponsors. In a rapidly evolving sector comprised of companies with widely varying business models, our management team has a proven track record of acquiring and integrating real estate and real estate related companies and creating value by leveraging technology and capturing operating synergy. Sourcing, Execution, & Structuring Capability from our Sponsor. We believe that our management team s expertise, experience, operational skills, market reputation, proactive approach to sourcing transactions, and extensive network of relationships will provide the company with proprietary investment opportunities. In addition, we believe that our management team has the creativity, experience, industry knowledge and relationships to complete a successful business combination through rigorous due diligence, and extensive negotiation and documentation. As noted above, we believe our management team s proven track record of operational excellence and M&A experience combined with the Modiv platform and balance sheet could very well be viewed as a strategic and complementary business partner for potential targets. Our Management Ray Wirta. Mr. Wirta has served as the Chairman of our Board of Directors since our inception. Mr. Wirta has also served as the Chairman of the Board of Directors of Modiv since 2016. Mr. Wirta is also currently an Independent Director at CBRE Group (NYSE: CBRE), and previously served as the Chairman (2014-18) and Chief Executive Officer (1999-2005). During his tenure at CBRE, Mr. Wirta oversaw the reorganization of that firm, taking the company public in 2004, and commenced a consolidation strategy, increasing the geographic bandwidth and service capabilities of the firm. Mr. Wirta previously was President of the Irvine Company (2016-19), a privately held California based real estate company with ownership of a $38 billion portfolio. Mr. Wirta also previously held the role of President of The Koll Company, a significant developer of office and industrial real estate. Mr. Wirta holds a BA in Economics from California State University, Long Beach and an MBA in International Management from Golden State University. Aaron S. Halfacre. Mr. Halfacre has served as our Chief Executive Officer and Director since our inception. Mr. Halfacre has also served as Chief Executive Officer and Director of Modiv since January 2019. He has also served as a Director of BRIX REIT, Inc. since January 2019. Mr. Halfacre has been involved in a myriad of REIT M&A transactions over the course of his career, totaling more than $17 billion in transaction value. Mr. Halfacre previously served as President of Realty Mogul, Co., a real estate crowdfunding platform and its affiliates in 2018. Mr. Halfacre held the position of President and Chief Investment Officer of Campus Crest Communities, Inc. (2014-16), a publicly-traded student housing REIT; he was instrumental in the take-private sale to Harrison Street Real Estate Capital. Mr. Halfacre served as Senior Vice President and Head of Strategic Relations at Cole Real Estate Investments, Inc. (2012-14), a publicly-traded net lease REIT and product sponsor. Also, Mr. Halfacre served as the TABLE OF CONTENTS Chief of Staff and Head of Product Development of the real estate group at BlackRock (2005-10), a global investment management corporation. Mr. Halfacre holds both Chartered Financial Analyst and Chartered Alternative Investment Analyst designations and earned a BA in Accounting from College of Santa Fe and an MBA in Finance from Rice University. Raymond J. Pacini. Mr. Pacini has served as our Chief Financial Officer since our inception. Mr. Pacini has also served as Chief Financial Officer of Modiv since April 2018. Mr. Pacini s career as a financial executive spans over 40 years, including over 30 years of commercial and residential real estate industry experience. Mr. Pacini possesses an abundance of public financial reporting, operational, and mergers and acquisition experience. Prior to joining Modiv, Mr. Pacini held senior leadership roles for a healthcare services company (Northbound Treatment Services, 2013-18), a California-based developer and homebuilder (California Coastal Communities, Inc., 1998-2011), and a commercial and residential development company (Koll Real Estate Group, Inc., 1993-1998). Mr. Pacini previously served as an independent director for a publicly traded natural resources company (Cadiz Inc., 2005-19), a real estate operator (BRIX REIT, Inc., 2017-18) and a waste management company (Metalclad Corporation, 1999-2002). Mr. Pacini started his career with PricewaterhouseCoopers LLP and has been a National Association of Corporate Directors (NACD) Board Leadership Fellow since 2014. Mr. Pacini earned his BA in Political Science from Colgate University and his MBA in Accounting and Finance from Cornell University. John C. Raney. Mr. Raney has served as our Chief Legal Officer and General Counsel since our inception and as Modiv s Chief Legal Officer and General Counsel since September 2020. He brings over 12 years of legal, mergers and acquisitions, and capital markets experience to our Company. Mr. Raney was a Partner with Massumi & Consoli LLP from June 2018 to May 2020, and then briefly a Partner with Acceleron Law Group, LLP from June 2020 to September 2020 before joining Modiv. While at Massumi & Consoli LLP and Acceleron Law Group LLP, Mr. Raney represented private equity firms and venture capital firms in mergers and acquisitions and venture financings. From May 2015 to June 2018, Mr. Raney was Counsel at O Melveny & Meyers LLP and from October 2008 to April 2015 he was an Associate with Latham & Watkins LLP. While at O Melveny & Myers LLP and Latham & Watkins LLP, Mr. Raney represented public and private companies on mergers and acquisitions, corporate finance and general corporate matters. Mr. Raney earned his BA of Philosophy at Boston College and his J.D. from the UCLA School of Law. Vineet P. Bedi. Mr. Bedi is our Director nominee. Mr. Bedi has over 17 years of private equity, capital markets, and public securities investing experience focused primarily on the real estate industry. Currently, Mr. Bedi serves as Chief Strategy Officer of Invesque Inc. (TSX: IVQ.U, IVQ) since February 2019, and is Managing Partner of KRV Capital, LP since 2016. Previously, Mr. Bedi founded Booth Park Capital Management, LLC, an alternative asset manager where he served as Chief Investment Officer, and was a portfolio manager at Guggenheim Partners, and a principal at High Rise Capital Management. Mr. Bedi began his career in the investment banking and proprietary trading groups at Bank of America Merrill Lynch and has held senior positions with Carlson Capital, LP and Schonfeld Group Holdings. Mr. Bedi also serves as a Board Member of Broad Street Realty, Inc. (OTC: BRST). Mr. Bedi is a graduate of the NYU-Stern School of Business and holds a Chartered Financial Analyst designation. Asma Ishaq. Ms. Ishaq is our Director nominee. Since 2017, Ms. Ishaq has served as the Chief Executive Officer of Modere, a global, live clean lifestyle brand whose advanced science portfolio of beauty and personal care, health and wellness, and household products is currently sold in 43 international markets. She assumed this role one year after Modere acquired a product line she co-founded. Under her leadership, Modere is performing at record profitability, growth, and revenue. Prior to Modere, Ms. Ishaq co-founded Jusuru International, Inc. in 2009, which was subsequently acquired by Modere. Prior to her current ventures, Ms. Ishaq worked for Blackrock, Inc. Ms. Ishaq earned her BA in Psychology and Business from the University of California, Berkeley and received an MBA with a dual concentration in Finance and Marketing from Rice University as a Ben F. Love scholar. Elie Finegold. Mr. Finegold is our Director nominee. Throughout his career, Mr. Finegold has served as an advisor to a number of real estate and technology firms, and is currently a Venture Advisor at Metaprop Ventures GP II, LLC, a leading PropTech focused VC fund. Previously, Mr. Finegold was the Senior Vice President of Global Innovation for CBRE (NYSE: CBRE), the world s largest real estate services firm, guiding the company s new technology and innovation strategy across all lines of business and global geographies, and founded CBRE Labs, an internal organization centered on developing and testing new technologies. Previously, Mr. Finegold was Chief Innovation Officer of the publicly traded Insignia Financial Group, at the time one of the worlds premier diversified real estate services companies. Mr. Finegold has been a Board Member and Advisor to several financial and real estate technology firms. Mr. Finegold earned his Bachelor of Arts degree from Harvard University. TABLE OF CONTENTS Anthony Rokovich. Mr. Rokovich is our Director nominee and will be our lead independent director. Mr. Rokovich is currently a Managing Director at Moelis & Company in the Real Estate, Lodging and Gaming Group since 2011. In his role at Moelis, Mr. Rokovich specializes in real estate M&A and advisory, and has been directly involved with over $30 billion in transactions. Prior to Moelis, Mr. Rokovich served as a Managing Director in the Real Estate, Lodging & Leisure Group at UBS working on strategic and financing transactions in the industrial, life sciences, multifamily, data center and healthcare sectors. Mr. Rokovich holds a BA in Economics from the University of Vermont and an MBA in Finance from the University of Chicago. Elizabeth Braman. Ms. Braman is our Director nominee. Ms. Braman is the co-founder of JoyHub, Inc., a SaaS platform providing business intelligence solutions to apartment owners and operators. Prior to starting JoyHub, Ms. Braman served as the Chief Production Officer of Realty Mogul, Co., where she was responsible for procuring new products and bringing equity and debt investment opportunities to the Realty Mogul online platform through private placements and Reg A+ REIT offerings. Before joining Realty Mogul, Ms. Braman served as Chief Production Officer at ReadyCap Commercial, a provider of small-balance commercial real estate financing backed by Waterfall Asset Management, a firm with $9.4 billion in assets under management, where she headed originations funded through a private REIT offering which has since gone public on Nasdaq. Ms. Braman is a Certified Commercial Investment Member (CCIM) and a licensed attorney with nearly 20 years of experience in commercial real estate, fintech and proptech. She holds a Bachelor of Arts degree from American University and a Master of Business Administration and a Juris Doctor degree from The George Washington University. Industry Opportunity We plan to pursue business combination opportunities with fintech and proptech companies that use technology driven platforms and solutions to disrupt or revolutionize the real estate capital markets, transactional marketplaces and investment management industry. While we may pursue an initial business combination with a company outside of this targeted universe, we generally intend to pursue companies that reside within the four industry verticals described below. We view this strategy as most likely to produce a business combination that offers considerable synergies with the operational, capital markets, and deal making experience possessed by our senior leadership team. Crowdfunding We expect the crowdfunding vertical to be an area of focus given our management team s experience, expertise and operational skills in the crowdfunding industry and our ability to leverage our relationship with Modiv, a pioneer in the crowdfunding industry. We believe these attributes well position us to identify and execute our initial business TABLE OF CONTENTS combination as a preferred partner to a crowdfunding target. For purposes of this prospectus, we define the crowdfunding sector as those U.S. based companies that use an online platform to raise pools of equity or debt capital directly from investors in order to acquire or lend against certain real estate, corporate, or other alternative assets. While the crowdfunding sector today has many credible participants, no crowdfunding company has yet gone public, despite the growing acceptance of the crowdfunding industry as a viable method to raise equity and debt capital. This presents an excellent opportunity for a potential target to benefit from being a first mover in a rapidly expanding industry. We believe that the market-leading crowdfunding companies, which have already seen strong growth in their capital raising capacity in the past several years, are mature and public market-ready. According to Market Study Report LLC, capital raising volumes in the crowdfunding vertical are forecasted to grow at a 16% CAGR during the period of 2019-2025. Further, we believe that the first crowdfunding companies to go public will enjoy a significant competitive advantage, particularly in the form of lower cost of capital, giving that first-mover the ability to both continue scaling its infrastructure and enhance its capital raising capacity while also serving as a market aggregator. We believe a potential combination of one or more target crowdfunding business could have significant synergies. Many mature crowdfunding companies have third-party syndicator business models that have generally proven very adept at raising significant amounts of investor capital, but usually invest that capital with an unaffiliated general investment partner, who in turn reaps the majority of the benefits of rental income, asset appreciation, financing opportunities and the building of substantial assets under management. In contrast, other crowdfunding business models are vertically integrated with internally managed asset management business models that directly oversee their own investments, which allows the benefits of owning real estate assets that can be financed attractively while also producing income and capital appreciation. A business combination involving a vertically integrated crowdfunding company and a third-party syndicator crowdfunding company could allow the combined company to take advantage of the capital raising expertise of the third-party syndicator business and the asset strength of the vertically integrated business model to drive maximum shareholder value. Investment Management Real estate as an industry has been slower to accept technological change and innovation than almost any other major asset class. This has left many real estate market participants using archaic systems to manage core functions, including accounting and reporting, asset and property management, and transactions, among others. However, in recent years, adoption of technology enabled investment management companies, primarily functioning as SaaS (software as a service) operators, have disrupted and materially improved these functions for numerous operators. TABLE OF CONTENTS While there is a vast array of categories that fit under the company s investment management vertical definition, our targets will generally exhibit the following characteristics: The target s product is core to the real estate customer s business. The target s product value proposition is straightforward and growth potential is easily identifiable. The target has an efficient sales model to distribute its product. The target is already a leader in its respective investment management market segment. Primary & Secondary Marketplaces In the primary sales marketplace, real estate has traditionally been a relationship-driven business in which visibility and access to deal flow is available only to those well connected to the brokerage community. However, in recent years, the market has seen significant innovation effecting how buyers and sellers are executing real estate transactions. This technological innovation, which has created a highly transparent and efficient transaction process, has resulted in an expanded buyer pool. Recent transactions such as Opendoor Technologies Inc s combination with the SPAC Social Capital Hedosophia II and CoStar s private acquisition of Ten-X s commercial division are tangible proof that such firms are in high demand in both residential and commercial real estate. In the secondary sales marketplace, the rapid expansion of avenues for retail investors to access alternative asset classes (in no small part due to crowdfunding) has triggered the rise of secondary marketplaces that provide a platform for retail investors to trade these historically illiquid alternative assets. These secondary markets are highly regulated which we believe will help prevent fraud and other deceptive practices which, in turn, will help build retail investors trust in such marketplaces. As a result, we believe these secondary marketplaces will gain increasing acceptance by institutional and retail investors and that demand for such secondary marketplaces will rapidly escalate. Services We also intend to target real estate service companies who use technology driven platforms and solutions to disrupt or revolutionize the real estate services industry vertical. We believe that real estate will increase its dependence on technology to manage, analyze, engage customers and consummate real estate transactions. We will pursue target companies that use technology to advance real estate leasing, investment, and financing, including those companies that offer technology to automate the transaction process, provide real-time data to real estate decision makers and improve portfolio management efficiencies. Acquisition Strategy We intend to focus our initial search for business combination targets in the real estate fintech and proptech sectors, with a focus on targets specializing in real estate capital raising, asset and investment management, and marketplace sales functions. Whether in fintech, proptech, or any other industry, we will seek to acquire established businesses of scale that we believe are poised for continued growth with capable management teams and proven business models, but potentially in need of financial, operational, strategic or managerial enhancement to maximize value. We do not intend to acquire companies that rest in the early stages of their strategic development, but instead we will target established companies that have identifiable competitive scale and growth prospects. Further, we intend to target businesses which will benefit from the expertise of Modiv, our management team and board of directors, who will seek to leverage their access to proprietary deal flow, sourcing capabilities, operational skills (including as a public company) and network of industry contacts to generate future business combination opportunities. Investment Criteria We intend to focus on companies that possess under-researched and underappreciated asset(s) poised for significant growth once adequately capitalized and who could benefit from our management team s expertise, experience and relationships. We believe there are ample companies in our target sectors of real estate fintech and proptech, and the crowdfunding vertical within both of those sectors, that are below the radar of larger SPACs but are ideal candidates to be public. We believe this opportunity exists largely because the majority of the competitive SPAC landscape (i) is comprised of SPACs too large to target quality businesses with enterprise values materially TABLE OF CONTENTS below $1.0 billion, a market segment we view as highly attractive, and (ii) competitive SPAC sponsor teams almost universally lack our management team s direct operational experience managing a technology-driven real estate capital raising and investment management platform, making it difficult for them to properly identify and value targets, as well as making them less attractive as potential partners to targets. We have identified the following general criteria and guidelines to evaluate acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet all or some of these criteria and guidelines. Value Creation. We intend to focus our efforts on identifying one or more later-stage businesses that we believe have significant potential for attractive risk-adjusted returns for stockholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks. A Leading Position in a specific market sector. We will seek to acquire a business that has a leading or growing position in its market sector with the potential for further growth after the business combination via both organic growth and subsequent acquisitions of other competitive or complementary businesses. Positioned to Benefit from a Strategic Partnership with Modiv. We intend to acquire one or more businesses that we believe will benefit from Modiv s sector expertise, public market experience and deep crowdfunding, fintech, proptech and traditional real estate relationships, all of which will help to bolster its market position and its financial performance. Venture Capital Backed. We will seek to acquire one or more businesses that have been historically backed by venture capital equity and have management teams with limited experience or relationships with investment banking and public markets. We believe the deep, institutional experience of our management team will create significant value both during the business combination and thereafter for such target companies. Management Team. We will seek to invest in one or more businesses that have proven management teams with a compelling strategy of increasing revenues, growing their user bases and recruiting talent. Benefit from Being a Public Company. We intend to invest in one or more businesses that will benefit from being publicly listed and can effectively utilize the broader access to capital and the public profile to grow and accelerate shareholder value creation, both through organic growth and through acquisitions of competitive or complimentary businesses. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that we may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our Initial Business Combination Process In evaluating a prospective target business for our initial business combination, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management, document reviews, as well as a review of financial, operational, legal and other information that will be made available to us. We will also utilize our operational and capital planning experience and expertise in successful business combinations in evaluating any potential target business. We are not prohibited from pursuing an initial business combination with a business, including Modiv, that is affiliated with our initial stockholders, officers or directors, or any of their respective affiliates. In the event we seek to complete our initial business combination with a business, including Modiv, that is affiliated with our sponsor, officers or directors, or any of their affiliates, we will appoint a committee of independent, disinterested directors, to (i) negotiate the terms and conditions of such business combination and (ii) obtain an opinion from an independent investment banking firm or a similar independent entity that routinely issues valuation opinions stating that such initial business combination is fair to us from a financial perspective. We are not required to appoint an independent committee or obtain such an opinion in any other context. TABLE OF CONTENTS Private Placements On January 29, 2021, Modiv Venture Fund, LLC, an entity affiliated with Modiv Inc. and certain of our management team, which we refer to as our sponsor, purchased 2,875,000 shares for an aggregate purchase price of $25,000, which we refer to herein as founder shares or insider shares. The founder shares include an aggregate of up to 375,000 shares that are subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part, so that our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (excluding the sale of the private warrants and assuming our initial stockholders do not purchase public units in this offering). Our initial stockholders may purchase public units in this offering. The founder shares are identical to the public shares. However, our initial stockholders have agreed (A) to vote their founder shares in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our certificate of incorporation that would affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 24 months of the closing of this offering, unless we provide public stockholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to redeem any shares, including founder shares into the right to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in any tender offer in connection with our proposed initial business combination, and (D) that the founder shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. On the date of this prospectus, the founder shares will be placed into an escrow account maintained by American Stock Transfer & Trust Company, LLC, acting as escrow agent. 50% percent of the founder shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of our initial business combination or (ii) the date on which the closing price of our shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the closing of our initial business combination, and the remaining 50% of the founder shares will not be transferred, assigned, sold or released from escrow until six months after the date of the closing of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (1) to any persons (including their affiliates and stockholders) participating in the private placement of the private warrants, officers, directors, stockholders, employees and members of our sponsor and its affiliates, (2) amongst initial stockholders or to our officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (4) by bona fide gift to a member of the holder s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of our securities, (8) by private sales at prices no greater than the price at which the shares were originally purchased or (9) for the cancellation of up to 375,000 shares of common stock subject to forfeiture to the extent that the underwriters over-allotment is not exercised in full or in part or in connection with the consummation of our initial business combination, in each case (except for clause 9 or with our prior consent) where the transferee agrees to the terms of the escrow agreement and the insider letter. In addition, our sponsor has committed to purchase from us an aggregate of 8,400,000 (or 9,000,000 if the over-allotment option is exercised in full) warrants ( private warrants ) at $0.50 per private warrant for a total purchase price of $4,200,000 (or $4,500,000 if the over-allotment option is exercised in full). Each private warrant entitles the holder thereof to purchase one-half ( ) share of common stock at a price of $11.50 per whole share, subject to adjustment as described in the prospectus. These purchases will take place on a private placement basis simultaneously with the consummation of this offering. Of the $4,200,000 (or $4,500,000 if the over-allotment option is exercised in full) we will receive from the sale of the private warrants, $3,200,000 will be used for offering expenses and $1,000,000 will be used for working capital (or $3,500,000 will be used for offering expenses and $1,000,000 will be used for working capital if the over-allotment option is exercised in full). TABLE OF CONTENTS The proceeds from the private placement of the private warrants will be added to the proceeds of this offering and placed in a trust account in the United States, maintained by American Stock Transfer & Trust Company, LLC, as trustee. If we do not complete our initial business combination within 24 months, the proceeds from the sale of the private warrants will be included in the liquidating distribution to the holders of our public shares. The private warrants will be identical to the public warrants underlying the units being offered by this prospectus except that such private warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder s option, and will not be redeemable by us, in each case so long as they are still held by the initial purchasers or their affiliates. If public units or shares of common stock are purchased by any of our directors, officers or initial stockholders, they will be entitled to funds from the trust account to the same extent as any public stockholder upon our liquidation but will not have redemption rights related thereto. Our executive offices are located at 120 Newport Center Drive, Newport Beach, CA 92660 and our telephone number is (888) 686-6348. TABLE OF CONTENTS The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 ( Rule 419 ) promulgated under the Securities Act of 1933, as amended (the Securities Act ). You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 27 of this prospectus. Securities offered 10,000,000 units, at $10.00 per unit, each unit consisting of one share of common stock and one warrant to purchase one-half ( ) share of common stock at a price of $11.50 per whole share, subject to adjustment as described in this prospectus. Listing of our securities and proposed symbols We anticipate the units and the shares of common stock and the warrants, once they begin separate trading, will be listed on NYSE American under the symbols MACSU, MACS and MACSW, respectively. Each of the shares of common stock and warrants may trade separately on the 90th day after the date of this prospectus unless the representatives determine that an earlier date is acceptable (based upon, among other things, their assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, our securities in particular). In no event will the representatives allow separate trading of the shares of common stock and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering. Once the shares of common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into separately trading shares of common stock and warrants. We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place three business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if the representatives have allowed separate trading of the shares of common stock and warrants prior to the 90th day after the date of this prospectus. TABLE OF CONTENTS In connection with the completion of our initial business combination, we may, at our discretion, mandatorily separate all issued and outstanding units. Units: Number issued and outstanding before this offering 0 units Number to be issued and outstanding after this offering 10,000,000(1) units Shares of common stock: Number issued and outstanding before this offering 2,875,000 shares Number to be issued and outstanding after this offering 12,500,000(2) shares Warrants: Number issued and outstanding before this offering 0 warrants Number of private warrants to be sold in a private placement simultaneously with this offering 8,400,000 warrants(1) Number to be issued and outstanding after this offering and sale of private warrants 18,400,000 warrants (10,000,000 public warrants and 8,400,000 private warrants)(1) Exercisability Each warrant entitles the holder thereof to purchase one-half ( ) share of common stock at a price of $11.50 per whole share, subject to adjustment as described in the prospectus. We will not issue fractional shares. As a result, you must exercise warrants in multiples of two warrants, at a price of $11.50 per whole share, subject to adjustment as described in this prospectus, to validly exercise your warrants. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our founders or their affiliates, without taking into account any founder shares held by our founders or their affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business (1) Assumes the over-allotment option has not been exercised. (2) Assumes the over-allotment option has not been exercised and an aggregate of 375,000 shares of common stock held by our initial stockholders have been forfeited. If the over-allotment option is exercised in full, there will be a total of 14,375,000 shares of common stock issued and outstanding. TABLE OF CONTENTS combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the consummation of our initial business combination (such price, the Market Value ) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $16.50 per share redemption trigger price described below under Redemption will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. Exercise period The warrants will become exercisable on the later of one year after the effective date of the registration statement of which this prospectus forms a part or upon the consummation of an initial business combination; provided, that we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the shares of common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 30 calendar days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the shares of common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Common stock issuable upon exercise of the warrants is not effective within 120 calendar days after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration TABLE OF CONTENTS statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption We may redeem the outstanding warrants (excluding the private warrants), in whole and not in part, at a price of $0.01 per warrant: at any time while the warrants are exercisable, upon a minimum of 30 days prior written notice of redemption, if, and only if, the last sales price of our common stock equals or exceeds $16.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption, and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of our common stock may fall below the $16.50 trigger price, as well as the $11.50 warrant exercise price after the redemption notice is issued. The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the TABLE OF CONTENTS quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a cashless basis will depend on a variety of factors including the price of our shares of common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances. Offering proceeds to be held in trust $100,000,000 of the net proceeds of this offering (or $115,000,000 if the over-allotment option is exercised in full), including from the sale of the private warrants, or $10.00 per unit sold to the public in this offering (regardless of whether or not the over-allotment option is exercised in full or part) will be placed in a trust account maintained by American Stock Transfer & Trust Company, LLC, acting as trustee pursuant to an agreement to be signed on the date of this prospectus. Of the $4,200,000 (or $4,500,000 if the over-allotment option is exercised in full) we will receive from the sale of the private warrants, $3,200,000 will be used for offering expenses and $1,000,000 will be used for working capital (or $3,500,000 will be used for offering expenses and $1,000,000 will be used for working capital if the over-allotment option is exercised in full). Except as set forth below, the proceeds in the trust account will not be released until the earlier of: (1) the completion of an initial business combination within the required time period and (2) our redemption of 100% of the outstanding public shares if we have not completed a business combination in the required time period. Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business. Notwithstanding the foregoing, there can be released to us, from time to time, any interest earned on the funds in the trust account that we may need to pay our tax obligations. With this exception, expenses incurred by us may be paid prior to a business combination only from the net proceeds of this offering not held in the trust account of approximately $1,000,000 (regardless of whether the over-allotment option is exercised in full); provided, however, that in order to meet our working TABLE OF CONTENTS capital needs following the consummation of this offering if the funds not held in the trust account are insufficient, our initial stockholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would be paid upon consummation of our initial business combination, without interest, or, at the lender s discretion, up to $1,500,000 of the notes may be converted upon consummation of our business combination into additional private warrants to purchase shares of common stock at a conversion price of $0.50 per private warrant (which, for example, would result in the holders being issued private warrants to purchase 750,000 shares of common stock if $1,500,000 of notes were so converted). Such private warrants will be identical to the private warrants to be issued at the closing of this offering. Our stockholders have approved the issuance of the private warrants (and underlying securities) upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination. If we do not complete a business combination, the loans will only be repaid with funds not held in the trust account, to the extent available. Potential revisions to agreements with insiders We could seek to amend certain agreements made by our management team disclosed in this prospectus without the approval of stockholders, although we have no intention to do so. For example, restrictions on our executives relating to the voting of securities owned by them, the agreement of our management team to remain with us until the closing of a business combination, the obligation of our management team to not propose certain changes to our organizational documents or the obligation of the management team and its affiliates to not receive any compensation in connection with a business combination could be modified without obtaining stockholder approval. Although stockholders would not be given the opportunity to redeem their shares in connection with such changes, in no event would we be able to modify the redemption or liquidation rights of our stockholders without permitting our stockholders the right to redeem their shares in connection with any such change. We will not agree to any such changes unless we believed that such changes are in the best interests of our stockholders (for example, if such a modification is necessary to complete a business combination). Limited payments to insiders Prior to the consummation of a business combination, there will be no fees, reimbursements or other cash payments paid to our initial stockholders, officers, directors or their affiliates prior to, or for any services TABLE OF CONTENTS they render in order to effectuate, the consummation of a business combination (regardless of the type of transaction that it is) other than: repayment of loans of up to $380,000 advanced to us by our sponsor to cover offering-related and organizational expenses; payment of $10,000 per month to our sponsor for office space and related administrative and consulting services; reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; and repayment upon consummation of our initial business combination of any loans which may be made by our initial stockholders or their affiliates or our officers and directors to finance transaction costs in connection with an intended initial business combination. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account available to us, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to any initial stockholder or member of our management team, or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval. Stockholder approval of, or tender offer in connection with, initial business combination We have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. In connection with any proposed initial business combination, we will either (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which public stockholders may seek to redeem their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our public stockholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes TABLE OF CONTENTS payable), in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written letter agreements with us, not to redeem any public shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account or to sell any shares to us in a tender offer in connection with a proposed initial business combination. If we determine to engage in a tender offer, such tender offer will be structured so that each public stockholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. If enough stockholders tender their shares so that we are unable to satisfy any applicable closing condition set forth in the definitive agreement related to our initial business combination, or we are unable to maintain net tangible assets of at least $5,000,001, we will not consummate such initial business combination. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction or whether the terms of the transaction would otherwise require us to seek stockholder approval. If we provide stockholders with the opportunity to sell their shares to us by means of a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC s proxy rules. If we seek stockholder approval of our initial business combination, we will consummate the business combination only if the affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the meeting are voted in favor of the business combination. We have determined not to consummate any business combination unless we have net tangible assets of at least $5,000,001 upon such consummation in order to avoid being subject to Rule 419. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeemed) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all. TABLE OF CONTENTS Our initial stockholders have agreed (A) to vote their founder shares and any public shares they own in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our certificate of incorporation that would affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 24 months unless we provide public stockholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to redeem any shares (including the founder shares) into the right to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in a tender offer in connection with our proposed initial business combination, and (D) that the founder shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. Our initial stockholders or their affiliates may purchase public units in this offering or any units or shares of common stock in the open market or in private transactions. If a significant number of stockholders vote, or indicate an intention to vote, against a proposed business combination, our initial stockholders, officers, directors or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. Our initial stockholders, officers, directors and their affiliates could purchase sufficient shares so that the initial business combination may be approved without the majority vote of public shares held by non-affiliates. Notwithstanding the foregoing, our officers, directors, initial stockholders and their affiliates will not make purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Securities Exchange Act of 1934, as amended (the Exchange Act ), which are rules designed to stop potential manipulation of a company s stock or purchasing shares when the buyer is in possession of material non-public information about our company. Conditions to completing our initial business combination We have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. Further, there is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriters fees and taxes payable on the income TABLE OF CONTENTS earned on the trust account) at the time of the agreement to enter into the initial business combination. If we are no longer listed on NYSE American, we will not be required to satisfy the 80% test. If our board is not able to independently determine the fair market value of the target business or businesses, we may obtain an opinion from an independent investment banking or accounting firm as to the fair market value of the target business. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 (the Investment Company Act ). Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test, provided that in the event that the business combination involves more than one target business, the 80% test will be based on the aggregate value of all of the target businesses. Redemption rights In connection with any stockholder meeting called to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether he, she or it is voting for or against such proposed business combination, to demand that we redeem his, her or its public shares into a pro rata share of the trust account upon consummation of the business combination. We may require public stockholders wishing to exercise redemption rights, whether they are a record holder or hold their shares in street name, to either tender the certificates they are seeking to redeem to our transfer agent or to deliver the shares they are seeking to redeem to the transfer agent electronically using Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System (the DWAC System ), at the holder s option, at any time at or prior to the vote on the business combination. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of TABLE OF CONTENTS whether or not we require holders to deliver their shares prior to the vote on the business combination in order to exercise redemption rights. This is because a holder would need to deliver shares to exercise redemption rights regardless of the timing of when such delivery must be effectuated. However, in the event we require stockholders to deliver their shares prior to the vote on the proposed business combination and the proposed business combination is not consummated, this may result in an increased cost to stockholders. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. If a public stockholder fails to vote in favor of or against a proposed business combination, whether that stockholder abstains from the vote or simply does not vote, that stockholder would not be able to have his shares of common stock so redeemed to cash in connection with such business combination. Under Delaware law, we may be required to give a minimum of only ten days notice for each general meeting. As a result, if we require public stockholders who wish to redeem their shares of common stock into the right to receive a pro rata portion of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for redemption. Accordingly, investors may not be able to exercise their redemption rights and may be forced to retain our securities when they otherwise would not want to. If we require public stockholders who wish to redeem their shares of common stock to comply with specific delivery requirements for a redemption described above and such proposed business combination is not consummated, we will promptly return such certificates to the tendering public stockholders. Release of funds in trust account upon closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights, to pay all or a portion of the consideration payable to the target or targets or owners of the target or targets of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using stock or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including TABLE OF CONTENTS for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Liquidation if no business combination If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares (including any public units in this offering or any public units or shares that our initial stockholders or their affiliates purchased in this offering or later acquired in the open market or in private transactions), which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably practicable following such redemption, subject to the approval of our remaining holders of common stock and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. In connection with our redemption of 100% of our outstanding public shares for a portion of the funds held in the trust account, each holder will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not necessary to pay our taxes payable on such funds. Holders of warrants will receive no proceeds in connection with the liquidation with respect to such warrants, which will expire worthless. We may not have funds sufficient to pay or provide for all creditors claims. Although we will seek to have all third parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. There is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims against the trust account for monies owed them. The holders of the founder shares and private warrants will not participate in any redemption distribution with respect to their founder shares and private warrants, but may have any public shares they own redeemed upon liquidation. If we are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account, without TABLE OF CONTENTS taking into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our stockholders. Furthermore, our underwriters may seek recourse against the proceeds in the trust account relating to any future claims they may have against us. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. Therefore, the actual per-share redemption price may be less than approximately $10.00. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account. If such funds are insufficient, our sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment for such expenses. We currently do not anticipate that such funds will be insufficient. Conflict of Interest Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities, including Modiv, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities, including Modiv, first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. For more information, see the section entitled Management Conflicts of Interest. We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. TABLE OF CONTENTS Certain Risks Related to Blank Check Company Status We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision on whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419, and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison to offerings of blank check companies subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors beginning on page 27 of this prospectus. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001846735_thimble_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001846735_thimble_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..77355eb3324a4cacf85bacecfd0c036546486703
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001846735_thimble_prospectus_summary.txt
@@ -0,0 +1 @@
+appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001846750_zalatoris_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001846750_zalatoris_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..65ec914d4166d2f60444e7ae8e8919683e6766b6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001846750_zalatoris_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, our or the company are to Trajectory Alpha Acquisition Corp., a Delaware corporation; anchor investor are to each of the thirteen institutional accredited investors (none of which are affiliated with any member of our management team, our sponsor or, to our knowledge, any other anchor investor) that have collectively expressed to us an interest in purchasing over $150 million of units in this offering, as further described herein; amended and restated certificate of incorporation are to our certificate of incorporation to be in effect upon the completion of this offering; completion window are to (i) the 18-month period from the closing of this offering in which we must complete an initial business combination, (ii) the 21-month or 24-month, as applicable, period from the closing of this offering in which we must complete an initial business combination if our sponsor has extended the period of time for us to consummate our initial business combination by purchasing additional private placement warrants, or (iii) such other extended time period in which we must complete an initial business combination pursuant to an amendment to our amended and restated certificate of incorporation; common stock are to our Class A common stock and our Class B common stock; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; founder shares are to shares of our Class B common stock and shares of our Class A common stock issued upon the conversion thereof; initial stockholders are to holders of our founder shares prior to this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management, our management team or our team are to our officers and directors; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); private placement warrants are to the warrants issued to our sponsor in a private placement transaction simultaneously with the closing of this offering and upon conversion of working capital loans, if any, subsequent to the consummation of this offering and to the warrants issued in connection with our sponsor electing to exercise its option to extend the completion window; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, officers, directors and advisors to the extent our sponsor, officers, directors and/or advisors purchase public shares, provided that their status as a public stockholder shall only exist with respect to such public shares; Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 30, 2021 PRELIMINARY PROSPECTUS $150,000,000 Trajectory Alpha Acquisition Corp. 15,000,000 Units Trajectory Alpha Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable public warrant. Each whole public warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole public warrants are exercisable. No fractional public warrants will be issued upon separation of the units and only whole public warrants will trade. The public warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the public warrants once the public warrants become exercisable. We refer to these warrants throughout this prospectus as the public warrants. We have also granted the underwriters a 45-day option to purchase up to an additional 2,250,000 units. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock in connection with our initial business combination at a per share price described herein, payable in cash, subject to the limitations described herein. If we have not completed our initial business combination within 18 months from the closing of this offering, which can be extended at our sponsor s option to up to 24 months or pursuant to an amendment to our amended and restated certificate of incorporation as described herein (the completion window ), we will redeem 100% of the public shares at a per share price described herein, payable in cash, subject to applicable law and as further described herein. Our sponsor, Trajectory Alpha Sponsor LLC, has committed to purchase an aggregate of 5,500,000 private placement warrants at a price of $1.00 per private placement warrant ($5,500,000 in the aggregate) in a private placement transaction that will close simultaneously with the closing of this offering. Our sponsor has also committed to purchase up to an additional 225,000 private placement warrants, depending on the extent to which the underwriters option to purchase additional units is exercised, at a price of $1.00 per private placement warrant ($225,000 in the aggregate), to add to the proceeds from this offering to be held in the trust account. Each private placement warrant entitles the holder thereof to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as described in this prospectus. Our sponsor has an option to purchase additional private placement warrants in order to extend the completion window up to two times, each by an additional three months, for a total completion window of up to 24 months from the closing of this offering. Additionally, thirteen institutional accredited investors (none of which are affiliated with any member of our management, our sponsor or, to our knowledge, any other anchor investor), which we refer to as the anchor investors, have expressed an interest to purchase units in this offering at a level of up to and in no event exceeding 9.90% of the units being sold in this offering without regard to the underwriters option to purchase additional units. Because these expressions of interest are not binding agreements or commitments to purchase, our anchor investors may determine to purchase more, fewer or no units in this offering. In addition, the underwriter may determine to sell more, fewer or no units to our anchor investors. Assuming that each anchor investor purchases the number of units for which it has provided an indication of interest and that the underwriters exercise their over-allotment option in full, the anchor investors will own, in the aggregate, up to approximately 83.5% of the outstanding shares of our common stock upon the completion of this offering. In addition, we intend to enter into an agreement with each of the anchor investors, pursuant to which the anchor investors will each agree to purchase up to 93,750 shares of Class B common stock from us at a nominal price immediately prior to the closing of this offering. If each of the anchor investors purchases units for which such anchor investor expressed an interest, the anchor investors purchases would represent an aggregate of 98.2% of the units being sold in this offering assuming the underwriters option to purchase additional units is exercised in full. For a discussion of certain additional arrangements with our anchor investors, see Summary The Offering Expression of interest. As of the date of this prospectus, our initial stockholders hold 4,312,500 shares of Class B common stock. Our sponsor is expected to forfeit to us 1,732,036 founder shares immediately prior to the closing of this offering, and we intend (i) to sell an aggregate of 1,069,602 founder shares to our anchor investors immediately prior to the closing of this offering, (ii) upon the closing of this offering, to transfer 519,849 founder shares to Guggenheim Securities, LLC as part of the underwriting commissions (assuming that the underwriters option to purchase additional units is not exercised simultaneously with the closing of this offering) and (iii) hold 142,585 founder shares in treasury until the exercise or the expiration of the underwriters option to purchase additional units, as the case may be, at which time such 142,585 founder shares will be transferred to Guggenheim Securities, LLC as part of the underwriting commissions or canceled, respectively. In addition, if the underwriters option to purchase additional units is not exercised, our sponsor will forfeit to us an additional 419,915 founder shares upon the expiration of the underwriters option to purchase additional units. The anchor investors would be required to forfeit their shares of Class B common stock in certain circumstances, as described herein. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. Holders of our Class B common stock and holders of our Class A common stock will vote together as a single class on the election and removal of directors and any other matter submitted to a vote of our stockholders, except as required by applicable law or stock exchange rules. Prior to this offering, there has been no public market for our units, Class A common stock or public warrants. We have applied to list our units on the New York Stock Exchange, or the NYSE, under the symbol TCOA.U on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. The Class A common stock and public warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day), unless Guggenheim Securities, LLC informs us of its decision to allow earlier separate trading, subject to certain conditions. Once the securities constituting the units begin separate trading, we expect that the Class A common stock and public warrants will be listed on the NYSE under the symbols TCOA and TCOA WS, respectively. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See Risk Factors. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, before expenses, to us Per Share $ 10.00 $ 0.55 $ 9.45 Total $ 150,000,000 $ 8,250,000 $ 141,750,000 (1) Includes (i) $0.10 per unit (excluding any units sold pursuant to the underwriters option to purchase additional units), or $1,500,000 (whether or not the underwriters option to purchase additional units is exercised) in the aggregate, payable upon the closing of this offering in cash, (ii) $1,500,000 (or up to $1,950,000 if the underwriters option to purchase additional units is exercised in full) in the aggregate, payable upon the closing of this offering in 519,849 founder shares (or up to 662,434 founder shares if the underwriters option to purchase additional units is exercised in full) and (iii) $0.35 per unit, or $5,250,000, assuming the underwriters do not exercise their option to purchase additional units (or up to $6,037,500 if the underwriters option to purchase additional units is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of shares of Class A common stock sold as part of the units in this offering, as described in this prospectus. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $151,500,000, or $174,225,000 if the underwriters option to purchase additional units is exercised in full ($10.10 per unit), will be deposited into a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2021. Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Sole Book-Running Manager Guggenheim Securities The date of this prospectus is , 2021 Table of Contents specified future issuance are to any issuance by us of equity or equity-linked securities following this offering to raise additional capital to complete our initial business combination; provided that no such securities will have rights to any funds held in the trust account established in connection with this offering; sponsor are to Trajectory Alpha Sponsor LLC, a Delaware limited liability company; warrants are, collectively, to the public warrants and the private placement warrants; and warrant agreements are, together, to our public warrant agreement and our private warrant agreement. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their option to purchase additional units and the forfeiture by our sponsor of an aggregate of 562,500 founder shares. Introduction We are a newly formed blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination in any industry or sector, our objective is to identify and work with a disruptive, technology-driven business that leverages its unique intellectual property ( IP ) and proprietary data to develop a sustainable competitive advantage and, in turn, dislodge slower moving incumbents in the target s selected end markets. Significant advances in software development, broadening of artificial intelligence applications, massive digitization of data and/or content and rapid decline in the cost of cloud computing has enabled a new generation of entrepreneurs and companies to create scalable technology architectures and applications capable of not only competing in, but disrupting, entire established and large-scale industries. In surveying the landscape for technology disruptors that exhibit these characteristics, we believe that numerous high-quality opportunities exist among venture capital and private equity portfolio companies and non-core divisions or assets of large technology business enterprises. We also believe that our team s distinguished track record of sourcing, investing in, acquiring and building technology driven, IP-led companies will provide us with differentiated insights and sourcing opportunities within the sector. Our Team Our executive team and our board of directors consist of seasoned investors and industry executives with extensive track records. Our executive team has deep industry expertise and operational experience holding C-level roles at 13 companies and more than 18 board of directors and advisory board positions. Our team has completed over 230 deals, including more than 85 M&A transactions, more than 115 venture investments, four initial public offerings and more than 30 equity/debt transactions. In particular, our team possesses a deep understanding of the sector and potential market opportunities. Our team has extensive experience in: pinpointing large and growing addressable sectors likely to be disrupted by new technologies; sourcing, acquiring and integrating businesses; developing and growing companies, both organically and through acquisitions; identifying and recruiting world-class talent; accessing the capital markets, including financing businesses; Table of Contents fostering relationships with sellers, capital providers and target management teams; and negotiating, structuring and executing transactions favorable to investors under varying economic and financial market conditions. We believe our management team s significant operating and transaction experience and relationships with companies, executives and private equity and venture capital firms will provide us with a substantial number of attractive business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships. This network has grown through the activities of our management team via sourcing, acquiring, financing, operating and selling businesses, our management team s relationships with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. We believe that our board of directors and advisors further expand our network of relationships with their decades of combined experience as chief executive officers, operating executives, board members and investors. We believe this combined network provides us with a robust and consistent flow of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including seasoned technology executives, venture capital and private equity funds, and large business enterprises seeking to divest non-core assets or divisions. Additionally, we believe our team has the operational expertise and track record to drive growth and efficiencies and, given their extensive experience with public market investors, is well positioned to develop a thoughtful investor relations strategy. And we believe that the operational experience and networks that our management team and members of our boards of directors and advisors bring will be highly attractive to potential combination targets. Notwithstanding our management team s past experiences, past performance is not a guarantee (i) that we will be able to identify and select a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our stockholders from any business combination we may consummate. You should not rely on the historical record of our management team s performance as indicative of our future performance. Executive Team Our management team is led by Peter Bordes, Michael E.S. Frankel and Paul Sethi, who together bring more than 80 years of experience investing in and operating technology-enabled companies. Mr. Bordes and Mr. Sethi have closely collaborated on a number of business ventures and investments, including Fraud.net and Mainbloq, where they are both investors, and Mr. Bordes is a board member, Kubient, Inc., where Mr. Sethi was an investor and Mr. Bordes was the Chief Executive Officer, and 2048 Ventures, where Mr. Bordes is an investor and Mr. Sethi is a partner. Mr. Frankel and Mr. Sethi have worked together for over twelve years, most notably on Mr. Sethi s acquisition of Redbooks from LexisNexis in 2010, with Mr. Frankel overseeing the sale process as LexisNexis Senior Vice President of Corporate Development and subsequently serving as an advisor to the company. Mr. Peter Bordes Mr. Peter Bordes has been our Executive Chairman and Chief Executive Officer since February 2021. Mr. Bordes has over 30 years of experience as an entrepreneur, chief executive officer, investor and board member of multiple private and public media, ad tech and technology companies. Since May 2012, he has been the managing partner of Trajectory Capital, a family office investment fund focused on disruptive innovation in private and public companies. Table of Contents Mr. Bordes was the Chief Executive Officer of Kubient, Inc. (NASDAQ: KBNT), a cloud-based advertising marketplace with artificial intelligence powered ad fraud prevention, from May 2019 to October 2020 and currently serves as a member of the board of directors of Kubient, Inc.. As the Chief Executive Officer, Mr. Bordes led the company through its successful initial public offering in August 2020. Mr. Bordes was also previously the founder and Chief Executive Officer of MediaTrust Inc., a performance marketing ad exchange, where he helped lead the company through its early stages and, in 2009, was named the 9th fastest growing company in the United States by Inc. 500. Mr. Bordes also currently serves on the board of directors of Beasley Broadcast Group, Inc. (NASDAQ: BBGI). Mr. Bordes joined the board of directors of Beasley Broadcast Group, Inc. following the sale of the radio division of Greater Media, Inc., a cable, radio and newspaper conglomerate, to Beasley Broadcast Group, Inc. for $240 million in July 2016. Mr. Bordes served on the board of directors of Greater Media, Inc. and was actively involved in sale of Greater Media, Inc. to Beasley Broadcast Group, Inc. Mr. Bordes has also served on the board of directors of Alfi, an artificial intelligence and machine learning company, since February 2021. Since January 2017, Mr. Bordes has been the co-founder and the managing director of TruVest, an impact real-estate investment, development and technology company. Since January 2018, he has also been an investor and serves on the board of directors of Fraud.net, an artificial intelligence powered, cloud-based fraud prevention infrastructure platform. Since November 2018, Mr. Bordes has also been a co-founder, investor and member of the board of directors of MainBloq, a modular digital asset trading platform. Mr. Bordes received a Bachelor of Science in Communication, Business and Media Studies from the New England College. Mr. Michael E.S. Frankel Mr. Michael E.S. Frankel has been our President and Chief Financial Officer since February 2021. Mr. Frankel has over 30 years of experience in public and private M&A and as a senior executive at multiple public and private technology-related companies. Mr. Frankel has advised on or led over 60 M&A transactions representing more than $15 billion in transaction value throughout his career as well as more than 50 equity/debt transactions representing more than $10 billion in transaction value. Since May 2015, he has been a Senior Vice President, Managing Director and Head of Deloitte New-venture Accelerator, where he leads the Portfolio Operations and Growth Strategy for a portfolio of growth technology businesses at Deloitte. Prior to Deloitte, Mr. Frankel served as the Chief Financial Officer of 50onRED, an advertising technology company, and was the Chief Financial Officer of comiXology, a high-growth digital comics platform. At comiXology, Mr. Frankel built out the finance and product strategy teams, helped execute and close financings and helped structure comiXology s sales process and terms of sale to Amazon in 2014. Mr. Frankel was previously the Senior Vice President and Global Head of Business Development and M&A at LexisNexis. During his time at LexisNexis, Mr. Frankel completed 18 deals. Prior to LexisNexis, Mr. Frankel was the Senior Vice President of Corporate Development & Strategy at Information Resources / Symphony Technology Group, LLC, completing three deals. Prior to Information Resources / Symphony Technology Group, LLC, Mr. Frankel was Vice President of Business Development at G.E. Capital, where he was responsible for M&A, divestitures, equity investments, joint ventures and partnerships, helping execute four deals. Prior to G.E. Capital, Mr. Frankel was Vice President and General Manager of Directory Services and Vice President of Corporate Development of Verisign (NASDAQ: VRSN), where he led 20 deals. Mr. Frankel was previously a Vice President in the Global Industries Group at Merrill Lynch, Pierce, Fenner & Smith Incorporated and an M&A lawyer at Skadden, Arps, Slate, Meagher & Flom LLP. During his time with both firms, Mr. Frankel completed over 40 deals, including advising multiple Fortune 100 clients on acquisition and equity/debt offerings. Table of Contents Mr. Frankel served on the board of directors of Onvia, Inc. (NASDAQ: ONVI) as well as the boards of directors and advisory boards of several private growth technology companies. Mr. Frankel received a Juris Doctorate, Master s in Business Administration, Master s in International Relations and Bachelor of Arts in Political Science from the University of Chicago. Mr. Paul Sethi Mr. Paul Sethi has been our Lead Director since February 2021. Mr. Sethi has over 20 years of experience as an investor in and operator of multiple technology-related public and private companies. Since January 2019, he has been a Managing Partner and Co-Founder of 2048 Ventures, an early-stage venture fund focused on technology-differentiated ventures and backed by more than 50 notable technology company founders, senior executives and venture capitalists. Prior to founding 2048 Ventures, from November 2010 to May 2018, Mr. Sethi was the Chief Executive Officer of Redbooks, a leading sales intelligence platform focused on the marketing and advertising industry, used by thousands of professionals globally, including at ABC Disney, Adobe, Conde Nast, Dun & Bradstreet, Facebook, Google, LinkedIn, NBC Universal, Nielsen, etc. Mr. Sethi acquired Redbooks from LexisNexis in 2010 and, during his 7-year tenure as the Chief Executive Officer, Mr. Sethi scaled the team, technology and product offerings and, in 2018, successfully sold the company to List Partners, LLC, a Northlane Capital Partners platform. Since 2014, Mr. Sethi has also been a co-founder of Robuzz, a machine learning and natural language processing platform providing real-time news alerts, and deployed the technology via APIs into publishing, marketing and information services enterprises. Earlier in his career, Mr. Sethi was a Partner / Analyst at Iroquois Capital Management, a public equities fund focused on small and micro-cap investments in diversified technology companies. As an investor, Mr. Sethi has served as an early backer of multiple high-profile technology companies, including Flexport, Transfix, SeatGeek, LearnVest, Enigma and Notion, and in companies acquired by Airbnb, Amazon, Blackstone, Chegg, Discovery, Facebook, Marketo, Motorola, Pinterest, Randstad, Twitter, Uber and Wish. He is also a limited partner of numerous high-profile funds, including Union Square Ventures, SV Angel, Lowercase Capital, Boldstart Ventures, Eniac Ventures, Cowboy Ventures, Bullpen Capital, Inspired Capital, MetaProp and Casa Verde. Mr. Sethi received a Master s in Business Administration from Columbia Business School and a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania. He is also currently an Expert in Residence at the Wharton School of the University of Pennsylvania and Columbia Business School, a mentor to Techstars and Entrepreneurs Roundtable Accelerator programs and an advisor to Open Fortune and Transfix. Board of Directors Mr. Jonathan Bond Mr. Jonathan Bond has agreed to serve as a member of our board of directors. Mr. Bond is one of the advertising and marketing industry s most recognized thought leaders and entrepreneurs, with over 35 years of experience. He previously was the Co-Founder and Chief Executive Officer of Kirschenbaum Bond + Partners ( KBP ), now part of MDC Partners. Prior to KBP, Mr. Bond served as the Chief Executive Officer of Big Fuel (now part of Publicis), one of the world s largest social media agencies that serves blue chip clients. He helped establish iballs, one of the first online media agencies, which sold to Microsoft in the early 2000s. He also co-founded Media Kitchen and Varick under the KBP umbrella. From 2015 to December 2016, Mr. Bond was the founder of Tomorro LLC, an innovation consultancy. From January 2017 to June 2018, Mr. Bond was the Co-Chairman at The Shipyard, a full-service advertising agency focused on data science, which acquired Tomorro Table of Contents LLC. From June 2017 to June 2020, Mr. Bond was the Chairman and director of SITO Mobile, Ltd. He is currently fractional CMO/partner of Blue Bear Protection, Lacure and Halo Collar and a member of the board of directors of Kubient, Inc. and Sonobi, Inc. Mr. Bond has had investments and/or board roles at White Ops (now part of Goldman Sachs), Compound, TZP Group, Victors and Spoils (now part of Havas), Simplifi, Appinions, Data Xu, BlackBook magazine and Klout. Mr. Bond received a Bachelor of Arts from Washington University (St. Louis). Mr. Ninan Chacko Mr. Ninan Chacko has agreed to serve as a member of our board of directors. Mr. Chacko has been Chief Executive Officer of Monotype Imaging Inc. ( Monotype ) since July 2021. He previously served as senior advisor to McKinsey & Company from January 2020 through March 2021. From September 2015 to January 2020, Mr. Chacko has served as the Chief Executive Officer of Travel Leaders Group, LLC ( Travel Leaders Group ) (now Internova Travel Group). Travel Leaders Group was one of the largest retail, corporate and entertainment travel companies in North America and the United Kingdom. The company had sales of over $20 billion in 2016 and more than 4,000 employees in 2018. He executed an aggressive growth strategy employing cutting-edge marketing and technology, and the company also acquired more than 20 travel firms during his tenure at Travel Leaders Group. Prior to joining Travel Leaders Group, he served as the Chief Executive Officer of PR Newswire. During his tenure, PR Newswire enjoyed significant organic growth from product innovation and international expansion. Before his tenure at PR Newswire, Mr. Chacko was the Chief Commercial Officer of Worldspan, the worldwide travel information, e-commerce and technology service provider. He was a founding member of the buyout consortium management team that acquired Worldspan from Delta Air Lines, Northwest Airlines and American Airlines, and served as the Chief Commercial Officer until its sale to Travelport Worldwide Ltd. Prior to Worldspan, Mr. Chacko spent more than 13 years with Sabre Holdings. Mr. Chacko received his Master of Science and Bachelor of Science in Aerospace Engineering from the University of Kansas. He completed Harvard Business School s Advanced Management Program and the London Business School s Spencer Stuart Directors Forum, and earned his Certified Travel Counselor (CTC) from The Travel Institute. Ms. Elisabeth H. DeMarse Ms. Elisabeth H. DeMarse has agreed to serve as a member of our board of directors. From 2012 to March 2016, Ms. DeMarse served as the President and Chief Executive Officer and chair of the board of directors of TheStreet, Inc. Ms. DeMarse diversified The Street, Inc. from a B2C ad supported retail stock picking business to B2B global M&A, data and news businesses. Ms. DeMarse spent 10 years as the Chief Marketing Officer for Bloomberg LP working directly for the founder, Michael Bloomberg. Her Glassdoor Chief Executive Officer ranking is 100% and her companies have been voted best Media Company to work for. She is currently a member of the board of directors of Kubient, Inc. and a member of the board of directors and a chair of the audit committee of Clever Leaves Holdings Inc. (NASDAQ: CLVR). Ms. DeMarse previously served as a member of the boards of directors of AppNexus (now part of AT&T), ZipRealty (ZIPR), InsWeb Corp (INSW), Internet Patents Corporation (INTP), Edgar-Online (EDGR), Heska Corporation (HSKA), Incredimail (MAIL), Stockgroup (SWB), LiveDeal (LIVE), YP.com (YP), Nedsense (NEDSE), All Star Directories and ProNoun. Ms. DeMarse received her MBA from Harvard Business School and her Bachelor of Arts from Wellesley College. She is also a member of The Committee of 200. Advisory Board We have established an advisory board for the purpose of assisting our management team with sourcing and evaluating business combination opportunities and establishing plans and strategies to optimize any business that we acquire. Table of Contents Unlike our management team, members of our advisory board are not responsible for managing our day-to-day affairs and have no authority to engage in substantive discussions with business combination targets on our behalf. To best align the incentives of members of our advisory board with those of our stockholders, our sponsor transferred 10,000 founder shares to each member of our advisory board with the result that the advisors will be eligible to share in a portion of the appreciation in founder shares, provided that we successfully complete a business combination. In addition, we may reimburse members of our advisory board for any out-of-pocket expenses incurred by them in connection with the search for business combination targets before or after the consummation of our initial business combination. We have not entered into any formal arrangements or agreements with any member of our advisory board to provide services to us, and no member of our advisory board has any fiduciary obligations to present business opportunities to us. Mr. Anthony C. Abena Mr. Anthony C. Abena has agreed to serve as a member of our advisory board. Since October 2014, he has been an Executive in Residence at Deloitte, the world s largest professional services firm. Previously, he was the Chief Operating Officer of Deloitte Investments and Managing Director of Deloitte New-Venture Accelerator, an internal investment vehicle and business incubator for alternative IP/technology-driven businesses. Since 2020, he has also served as an Operating Advisor at Lightview Capital, a private equity firm focused on tech-enabled business services. From September 2016 to March 2020, Mr. Abena was an Operating Partner at Seven Peaks Ventures, the largest Oregon-based venture firm focused on investing in early-stage technology companies and entrepreneurs. From 2014 to 2017, Mr. Abena was also the Chairman and Chief Executive Officer of Insite Software, which was acquired by Insight Venture Partners in 2019. He was also the Chief Technology Officer and Chief Operating Officer at techies.com, President at Gartner Institute and Vice President of Product at Gartner, Inc. He has also personally invested as an angel and served on the boards of directors of human resources data startups ZapInfo (acquired by Indeed.com in 2020) and MyAlerts (acquired by ESW Capital, LLC in 2018), content/commerce analytics startup Docalytics (acquired by Contently in 2016), IP/patent analytics startup PatentCore (acquired by RELX, formerly known as Reed Elsevier, in 2015) and SaaS candidate management startup Jobs2Web (acquired by SAP (NYSE: SAP) in 2011). Mr. Abena earned his MBA from the University of Minnesota and Bachelor of Science from Lewis and Clark College. Mr. Manmeet S. Bhasin Mr. Manmeet S. Bhasin has agreed to serve as a member of our advisory board. Mr. Bhasin is a Silicon Valley-based serial entrepreneur, who brings deep industry experience in data security, database architecture security, multi-ecosystem (both on-premise and cloud) data presence, and offshore software development. From January 2007 to November 2020, he was the founder and Chief Executive Officer of venture-backed growth company, Dataguise, acquired by Thompson Street Capital Partners PKWare in 2020. Dataguise helped Fortune 1000 companies accelerate personal data discovery and protection and minimize risks and costs as they stored and used data to drive business value. Mr. Bhasin led the company from start up to final acquisition, in the course of which he raised over $50 million. Prior to founding Dataguise, Mr. Bhasin was a senior executive at Miri Infotech, an information technology software and solutions company based in Fremont, California. As a senior data security specialist, he has led large data consolidation projects at Nine West in the course of the company s acquisition process and enabled an enterprise-wide WebMethods program to unify data presentation. He has also led the Oracle global services business, focused on sales operations. Since November 2020, he has been an advisor at PKWare and has been consulting with Thompson Street Capital Partners, working in the areas of data security, personal data protection and zero trust initiatives for customers. Mr. Bhasin earned his MCA from Thapar Institute of Engineering and Technology. Table of Contents Mr. Sameer Jagetia, CFA Mr. Sameer Jagetia has agreed to serve as a member of our advisory board. Mr. Jagetia co-founded the tech company Robuzz LLC, a machine learning and natural language processing company, in April 2014 and has been involved with Robuzz LLC since then. From October 2020 until April 2021, he was also the Chief Executive Officer of CFA Society New York. Mr. Jagetia previously acquired Redbooks in 2010 and then successfully managed the sale of Redbooks in a private equity backed transaction, spinning off the IP from the business in 2018 to create Robuzz LLC. Previously, he served as Vice President of Investments with TCS Capital Management, LLC, a global technology, media and telecom hedge fund, and was part of the Global Communications investment banking group at Salomon Smith Barney. Mr. Jagetia earned his Bachelor of Science and Bachelor of Arts in Finance / Economics from the Wharton School of the University of Pennsylvania. Market Opportunity The rapid development of cloud computing, artificial intelligence, machine learning, robotic process automation and massive digitization of data and content have enabled accelerated disruption of traditional business models at an unprecedented pace. As evidence of this rapid shift from analog to digital, the IDC estimates more than 59 zettabytes of data were captured, copied and consumed in 2020, and the amount of data created over the next three years will exceed what was created cumulatively over the last 30 years. The COVID-19 pandemic has only served as an accelerant of this trend by moving even more of our day-to-day interactions online. Be it highly granular data on end-customer product interactions or tracking every moving part of an automated assembly line, companies across all industries are constantly bombarded with exponentially increasing amounts of data concerning every aspect of their respective businesses. The true differentiator between those companies that succeed and struggle in this new paradigm will be in their ability to leverage disruptive technologies to create material impact in their industries including substantial cost reductions, revenue and price increases, new offerings and value propositions to clients and other differentiators allowing them to aggressively take market share and expand margin. These companies will not only serve as disruptors in their respective markets, but ultimately displace incumbents who fail to adapt to this changing technological landscape. In well-established and large existing markets, these disruptive technology businesses have an opportunity to grow rapidly by displacing existing players at substantially lower risk than trying to make entirely new markets. Particular overarching disruptive technology themes of interest include: big data and analytics; artificial intelligence and machine learning; block chain; automated workflows and robotic process automation; digital marketplaces; and cloud and distributed software solutions (e.g., SaaS and PaaS). While we believe that the above disruptive technology themes cut across economic sectors and geographies and represent platform level changes for the next wave of digital-native companies to be built on or with, we also believe that the media / advertising / marketing tech, audience data, tech-enabled managed services, legal / compliance tech, financial tech and healthcare analytics sectors are particularly ripe for software and IP-enabled disruption. As we have seen with brick-and-mortar retail in the 1990 s or traditional agency-led advertising / marketing in the 2000 s, we see these industries as incumbent-led arenas where there exists a significant Table of Contents opportunity for a forward-thinking businesses to use disruptive innovation and technology to quickly take market share and become a scaled player. Business Strategy We believe that there are a substantial number of established growth companies in attractive and large addressable markets that are poised to disrupt their industries at scale. These companies will have strong management teams (though with the potential for some need of gap filling ). They will have a market-validated technology offering that is disruptive to their industry. They will have an established customer base with strong retention and customer feedback (e.g., Net Promoter Scores). And they will be operating in a large and growing addressable market. We believe that when armed with a public currency and the brand impact of a public listing, as well as additional access to capital and operational expertise and support from our management and our board of directors and board of advisors, these companies are well-positioned to accelerate their growth and margins, capturing market share from mature competitors that have not leveraged these new technologies as effectively. While we will not exclude looking at consumer-focused technology and software companies, our primary focus is expected to be on enterprise-focused companies. Given our team s extensive experience as operators and investors in disruptive technologies, we believe our team is uniquely suited to source and identify the next wave of companies for acquisition that are poised to take advantage of disruptive technologies in large addressable markets. Our acquisition strategy is to target those companies with significant growth potential and projected higher returns of invested capital over a long time period: Companies playing in a large existing total addressable market. These include companies that are attacking existing markets as opposed to those companies looking to develop a new market or sector for their products. Leveraging technology to disrupt their markets. These include companies that are using disruptive technologies as the primary operating lever to develop a sustainable competitive advantage in the marketplace, driving revenue, cost-reduction or increased capabilities for their customers. Established players in their respective space with a proven product-market fit. These include companies that have successfully gained a foothold with reference clients in their respective markets and have the potential to become a scaled player. Competitive Advantages Expertise in operating IP and technology driven businesses. Our team has a track record of building and growing industry-leading technology companies and a proven ability to deliver stockholder value over an extended time period. Having spent decades leading successful public and private companies, our team has acquired a wealth of information and best practices that can drive stockholder value. We believe we can add value by leveraging our team s experience as entrepreneurs, operators, investors, dealmakers and advisors to empower our business combination partner for accelerated and profitable growth. We believe that this operators for operators model will be a differentiator to sellers seeking not only financial resources and a path to the public markets, but the operational advice and networks to help accelerate their growth. Deep understanding of underlying technology infrastructure and data. Our team has significant experience both investing in next generation data and technology platforms and, as operators, leveraging these assets to drive operational gains/efficiencies and new offerings. This positions us well to identify the right targets with scalable technologies and strong growth prospects that can convert their technology-enabled competitive advantages into monetizable opportunities and create stockholder value. Table of Contents M&A and investing experience. We believe that our team s extensive track record of identifying and sourcing targets and attractive investments positions us well to appropriately evaluate potential business combinations and select one that will be well received by the public markets. Proprietary sourcing network. Our selection process will leverage our team s network of industry, startup, private equity sponsor, venture capital investor, growth equity , family office and lending community relationships as well as relationships with management teams of public and private companies, corporate development groups, prior investments/cross holdings, executives from investment portfolio, tech founders, investment bankers, consultants, advisors, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. We believe that our network within the technology space is exceptionally deep and that our team is well positioned to identify attractive acquisition opportunities within the sector. Execution and structuring capability. Our team s combined expertise and reputation will allow us to source and complete transactions possessing structural attributes that create an attractive investment thesis. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation. We believe that by focusing our investment activities on these types of transactions, we can generate investment opportunities that have attractive risk/reward profiles based on their valuations and structural characteristics. Our Business Combination Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet all of these criteria and guidelines. We intend to seek to identify and acquire high-quality companies that have the following characteristics, the combination of which characteristics is expected to deliver long-term, sustainable and robust return on invested capital: Companies leveraging differentiated and proprietary technology and unique IP to disrupt a large total addressable market with attractive tailwinds. We will seek technology-forward, IP driven companies looking to disrupt industries that have a large total addressable market. These industries are ripe for new entrants to take significant share from slower moving, non-digitally native incumbents. Companies that have sustainable competitive advantage. We will seek companies that have scalable brand platform, strong go-to-market capabilities, high customer loyalty / retention and are core to client s critical processes. Companies at an inflection point. We will seek companies that can benefit from additional management expertise, innovation to develop new products or services, enhance/expand go-to-market and sales capabilities, improvement of financial performance or growth through a business combination. Companies that have the ability to deliver significant growth metrics and operating leverage and future profitability whether they may or may not be profitable currently. We will seek to acquire businesses that, through their business model or technology, have the ability to improve margins and, by addressing a large market, have the opportunity to drive significant future profitability when fully scaled. Attractive valuation. We will seek companies at an attractive valuation relative to their long-term intrinsic value. Positioned to benefit from public currency. We will seek companies that demonstrate public readiness and will use access to public equity markets to pursue accretive acquisitions, high-return capital projects, strengthen their balance sheet and recruit and retain key employees. Table of Contents Strong management and governance. We will seek companies that have trustworthy, talented and experienced management teams. These companies may be led by entrepreneurs who are looking for a partner with our expertise to execute on the next stage of their growth. For target companies that require new management, we will leverage our team s experience in identifying and recruiting top talent. Has the potential to grow through further acquisition opportunities. We will seek to acquire a business that has the potential to grow inorganically through additional acquisitions. These criteria and guidelines are not intended to be exhaustive. Any evaluation of the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management team may deem relevant. Acquisition Process In evaluating a prospective target business, we expect to conduct a rigorous and comprehensive due diligence review of prospective target businesses which will encompass, as appropriate and among other things, meetings with incumbent management teams and employees, document reviews, business plan reviews, interviews of customers and suppliers, inspection of facilities and a review of financial, operational, legal and other information made available to us about the target and its industry. We expect that certain of our officers, directors and advisors will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. For example, because the founder shares were or will be purchased at approximately $0.0058 per share, the holders of the founder shares (including members of our management team that directly or indirectly hold the founder shares) could make a substantial profit in connection with our initial business combination even if our public stockholders lose money on their investment as a result of a decrease in the post-combination value of their public shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination). See Risk Factors Risks Relating to Our Management Team Because our initial stockholders, our anchor investors and Guggenheim Securities, LLC will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may hold) and because our initial stockholders, our anchor investors and Guggenheim Securities, LLC may profit substantially even under circumstances where our public stockholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. Certain of our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary or contractual obligations. As a result, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such officer s and director s fiduciary duties under Delaware law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity before we can pursue such opportunity. If those other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. Table of Contents In addition, none of our advisors are officers or directors of our company and, therefore, owe us no fiduciary duties as such. While we expect that they will assist us in identifying business combination targets, they have no obligation to do so and may devote a substantial portion of their business time to activities unrelated to us. Our advisors may have fiduciary, contractual or other obligations or duties to other organizations to present business combination opportunities to such other organizations rather than to us. Accordingly, if any advisor becomes aware of a business combination opportunity which is suitable for one or more entities to which such advisor has fiduciary, contractual or other obligations or duties, such advisor will honor those obligations and duties to present such business combination opportunity to such entities first and only present it to us if such entities reject the opportunity and such advisor determines to present the opportunity to us. These conflicts may not be resolved in our favor and a potential business opportunity may be presented to another entity prior to its presentation to us. Furthermore, while none of our advisors will have any duty to offer acquisition opportunities to us, they may become aware of a potential transaction that is an attractive opportunity for us, which they may decide to share with us. Conflicts may arise from their affiliation with our company, their provision of services both to us and to third-party clients, as well as from actions undertaken by them for their own account. In performing services for other clients and also when acting for their own account, they may take commercial steps which may have an adverse effect on us. Any of our advisors other activities may, individually or in the aggregate, have an adverse effect on us, and the interests of our advisors or their respective clients or counterparties may at times be averse to ours. We do not believe, however, that the fiduciary, contractual or other obligations or duties of our advisors will materially affect our ability to complete our initial business combination. Initial Business Combination The NYSE rules require that an initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own or acquire shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target, or issue a substantial number of new shares to third parties in connection with financing our initial business combination. In such cases, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are Table of Contents owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired by us is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for the purposes of a tender offer or for seeking stockholder approval, as applicable. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Other Obligations of Guggenheim Securities, LLC As described in this prospectus, Guggenheim Securities, LLC has agreed to accept a portion of the underwriting commission payable at the closing of this offering in the amount of $1,500,000 (or up to $1,950,000 if the underwriters option to purchase additional units is exercised in full) in the form of 519,849 founder shares (or up to 662,434 founder shares if the underwriters option to purchase additional units is exercised in full) in lieu of cash. Notwithstanding this future economic interest, Guggenheim Securities, LLC currently represents, and in the future will represent, other blank check companies and clients that may compete with us for business combination opportunities, as well as clients that may be potential transaction counterparties of ours, and Guggenheim Securities, LLC may have contractual or other obligations to such other entities. Accordingly, Guggenheim Securities, LLC may be obligated to or may choose to present a business combination opportunity to another entity rather than to us. Unless and until Guggenheim Securities, LLC is retained to source initial business combinations for us, Guggenheim Securities, LLC is not obligated to do so. Although Guggenheim Securities, LLC may provide us with business combination opportunities, those opportunities will not be exclusive to us, and Guggenheim Securities, LLC may provide such opportunities to other blank check companies as well. As described in this prospectus, Guggenheim Securities, LLC will indirectly invest capital in us by accepting a portion of the underwriting commission payable at the closing in the form of founder shares in lieu of cash and will suffer the loss of that capital if we do not consummate our initial business combination within the completion window. Notwithstanding the foregoing and the resulting economic incentives, Guggenheim Securities, LLC owes no fiduciary, contractual or other duties to promote the success of our launch, including as to the provision of additional capital required to identify, diligence and consummate our initial business combination and, accordingly, Guggenheim Securities, LLC and its affiliates may engage in activities that may conflict with your interests. Among other activities, Guggenheim Securities, LLC and its affiliates have invested in, sponsored and formed, and may invest in, sponsor or form, other special purpose acquisition companies similar to ours and have pursued and may pursue other business or investment ventures at any time, including businesses or investment ventures that may compete with us for initial business combination opportunities.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001846847_aperture_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001846847_aperture_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4e89f1e0f2b544c99b6006229b01ab121e421ccb
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001846847_aperture_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless we indicate otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Act are to the Companies Act (as amended) of the Cayman Islands as the same may be amended from time to time; Centerbridge are to Centerbridge Partners, L.P., and certain funds managed by Centerbridge, which are a non-controlling equity holder in our sponsor; forward purchase agreement are to an agreement that provides for the sale of our Class A ordinary shares and warrants to a forward purchase investor and its permitted transferees in a private placement that, if consummated, will close simultaneously with the closing of our initial business combination; forward purchase investor refers either to (a) an affiliate of Centerbridge or (b) an affiliate of Mr. West; forward purchase securities are to the forward purchase shares and the forward purchase warrants; forward purchase shares are to our Class A ordinary shares to be issued pursuant to a forward purchase agreement; forward transferees are to any entity to which a forward purchase investor transfers any portion of its obligation to purchase the forward purchase securities in accordance with the forward purchase agreement; forward purchase unit are to one forward purchase share and one-fourth of one forward purchase warrant; forward purchase warrants are to warrants to purchase our Class A ordinary shares to be issued pursuant to a forward purchase agreement; founder shares are to our Class B ordinary shares and our Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to our sponsor and any other holders of our founder shares immediately prior to this offering; management or our management team are to our executive officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); ordinary resolution are to a resolution adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; TABLE OF CONTENTS If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant (2) 31,625,000 units $ 10.00 $ 316,250,000 $ 34,503.00 Class A ordinary shares included as part of the units (3) 31,625,000 shares (4) Redeemable warrants to acquire one Class A ordinary share included as part of the units (3) 7,906,250 warrants (4) Total $ 316,250,000 $ 34,503.00(5) (1) Estimated solely for the purpose of calculating the registration fees. (2) Includes 4,125,000 units, consisting of 4,125,000 Class A ordinary shares and 1,031,250 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions. (4) No fee pursuant to Rule 457(g). (5) The registrant previously paid $43,913. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), including the shares purchased by Centerbridge, a non-controlling equity holder in our sponsor, but specifically excludes all of our Class A ordinary shares that are issued upon conversion of our Class B ordinary shares; public shareholders are to the holders of our public shares, including our sponsor and/or members of our management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; special resolution are to a resolution adopted by the affirmative vote of at least two-thirds (2/3) majority (or such higher approval threshold as specified in the company s amended and restated memorandum and articles of association) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; sponsor are to Aperture SE LLC, a Delaware limited liability company; and we, us, our, company or our company are to Aperture Acquisition Corp, a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law, or as otherwise permitted by our amended and restated memorandum and articles of association. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Any share capitalization described in this prospectus will take effect as an issuance of shares from share premium as a matter of Cayman Islands law. General We are a newly incorporated blank check company incorporated as a Cayman Island exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our team s background and capitalize on our team s ability to source and acquire a business focused on financial services and financial technology (or fintech ), business services, real estate services, and related technology and software services sectors that will benefit from our expertise in developing and executing value creation plans in those areas, thereby positioning a target company for compounding growth over the long-term. Our Company Aperture was established by Lance West, who will serve as Aperture s Chairman and CEO. Mr. West has spent his 35-year career in both operating and investment roles, including most recently at Centerbridge, a leading private investment firm with over $28 billion in assets under management. Mr. West joined Centerbridge shortly after the firm s inception as a Partner and Senior Managing Director and later served as the CEO and then Chairman of Centerbridge Partners Europe. In addition, he helped lead the development of the firm s businesses, including its investment platform in Europe. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 2, 2021 PRELIMINARY PROSPECTUS $275,000,000 Aperture Acquisition Corp 27,500,000 units Aperture Acquisition Corp is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Although we will not be limited to a particular industry or geographic region in our identification and acquisition of a target company, we intend to focus on industries that complement our team s background and capitalize on our team s ability to source and acquire a business focused on financial services and financial technology, business services, real estate services, and related technology and software services sectors. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 4,125,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares in connection with our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Aperture SE LLC, is a Delaware limited liability company. Our sponsor is managed by Mr. West, our founder and CEO. An affiliate of Centerbridge is an equity holder in our sponsor, and an entity managed and controlled by Mr. West constitutes the balance of the equity holdings of our sponsor. Our sponsor has agreed to purchase 5,666,667 warrants (or 6,216,667 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant (the private placement warrants ), in a private placement to occur concurrently with the closing of this offering. Our initial shareholders currently own 7,906,250 Class B ordinary shares, up to 1,031,250 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors and to continue our company in a jurisdiction outside the Cayman Islands (including, but not limited to, approval of the organizational documents of our company in such other jurisdiction). Centerbridge, a non-controlling equity holder in our sponsor, will purchase 1,375,000 units in this offering at the public offering price. The underwriters will not receive any underwriting discount or commissions on such units. In connection with the consummation of this offering, we will enter into (a) a forward purchase agreement with an affiliate of Centerbridge providing for the purchase of up to $400 million of units (the forward purchase units ), and (b) a forward purchase agreement with an affiliate of Mr. West (with the applicable affiliate of Centerbridge, each a forward purchase investor ) providing for the purchase of up to $5 million of forward purchase units, in each case, with each unit consisting of one Class A ordinary share (the forward purchase shares ) and one-fourth of one redeemable warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment (the forward purchase warrants ), for a purchase price of $10.00 per unit, in a private placement to occur in connection with the closing of our initial business combination. The obligations under each forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The amount of forward purchase units sold pursuant to each forward purchase agreement will be mutually determined by us and each forward purchase investor. The company has the right, in its sole discretion, to reduce the amount (which may be zero) of forward purchase units that an affiliate of Centerbridge and an affiliate of Mr. West may purchase pursuant to the forward purchase agreement. However, each forward purchase agreement is subject to conditions that are within the sole discretion of each forward purchase investor. Accordingly, if the forward purchase investor does not consent to and confirm its purchase, it will not be obligated to purchase any forward purchase securities, and we will not receive any of the amounts committed under such forward purchase agreement. The terms of the forward purchase shares will be identical to the terms of the Class A ordinary shares included in the units being issued in this offering, except that the forward purchase shares will be issued at the closing of the initial business combination, will have no redemption rights, and will have certain registration rights, as described in this prospectus. The terms of the forward purchase warrants will be identical to the terms of the public warrants included in the units being issued in this offering, except that the forward purchase warrants will be issued at the closing of the initial business combination and will have certain registration rights together with the Class A ordinary shares issuable upon their exercise, as described in this prospectus. Each forward purchase investor will have the right to transfer or assign a portion of its obligation to purchase forward purchase units to one or more third parties, subject to compliance with applicable securities laws. In such case, such forward purchase investor s commitment will be reduced by the amount to be purchased by such third party or parties. Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol APCPU. We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on the NYSE under the symbols APCP and APCPW, respectively, on the 52nd day following the date of this prospectus unless the underwriters permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 45 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 275,000,000 Underwriting discounts and commissions(1)(2) $ 0.55 $ 14,368,750 Proceeds, before expenses, to us $ 9.45 $ 260,631,250 (1) Includes $0.35 per unit, or $9,143,750 in the aggregate (or $10,587,500 in in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See Underwriting for a description of compensation payable to the underwriters. (2) The underwriters will not receive any underwriting discount or commissions on units purchased by Centerbridge, a non-controlling equity holder in our sponsor. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $275,000,000, or $316,250,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Joint Book-Running Managers Goldman Sachs & Co. LLC Morgan Stanley Credit Suisse The date of this prospectus is , 2021 TABLE OF CONTENTS Mr. West also served as a member of the firm s Management and Investment Committees, until his retirement from the firm at the end of 2017. Mr. West has a multi-decade track record of investing and generating market-leading returns for investors across industries, geographies and under varying economic and financial market conditions. Throughout his career Mr. West has focused on investments in financial services, real estate, and related industries and led and supported many successful investments. While at Centerbridge, Mr. West was one of the leaders of successful investments, including in Green Tree Holdings, BankUnited, Resort Finance America LLC, and Williams & Glyn Bank Ltd. He has also enhanced the growth and maximization of value of many other businesses by concentrating on partnering with exceptional CEOs, actively supporting the development of superior management teams, operational improvement, risk management, balance sheet optimization, and technological innovation. Mr. West and Centerbridge have worked closely on several investment opportunities since his retirement from the firm. Recently, Mr. West, in partnership with Centerbridge and other institutional investors, executed the carve out of Walmart Canada Bank (now Duo Bank of Canada) and completed the acquisition of Fairstone Financial Inc. (formerly CitiFinancial) by Duo. Prior to Centerbridge, Mr. West was a Partner at Goldman Sachs & Co, where he headed the firm s Principal Finance Group, and was a member of the leadership team that helped establish the firm s global Special Situations Group, a proprietary investment platform focusing on equity and debt investments across various industries and geographies. Mr. West served on the Goldman Sachs Investment Committees for both Goldman Sach s Special Situations Group and the Specialty Lending Group. Aperture was founded on the thesis that the financial services sector is undergoing dramatic transformation, as a result of evolving customer preferences and expectations, new regulatory paradigms, technological advancements, and increased availability and access to data. These factors are driving rapid business model innovations and changes, both in the form of new companies designed to capitalize on these factors and incumbents who are reimagining and reengineering their business. We believe that the most innovative and entrepreneurial companies will capture significant market share and equity value from traditional incumbents, especially those who have the right capital structure and support from long term investors like Aperture. We look forward to forming a long-term partnership with a company and its management team that has the potential to become a category-defining market leader, helping their transition from private to public markets, while continuing to support their ongoing growth, development and investment. Aperture will employ a proactive, thematic sourcing strategy, focusing its efforts on industries and companies where we believe our collective operating experience, investment track record, professional relationships and capital markets expertise can be catalysts to enhance the growth potential and value of a target business and provide opportunities for an attractive return to our shareholders. Aperture will be supported in part by a strategic relationship with Centerbridge, an affiliate of which is a non-controlling equity holder in our sponsor, Aperture SE LLC, an entity controlled and managed by Mr. West. In connection with their investment in our sponsor, we will enter into a forward purchase agreement with an affiliate of Centerbridge, which is described below under the section Our Forward Purchase Agreements. Our forward purchase agreement is expected to provide increased certainty of funds that might be utilized to backstop possible investor redemptions and/or be invested in lieu or in support of (in full or in part) a PIPE offering, should our target require capital beyond our initial fundraise. We believe this agreement will be a differentiating feature of our value proposition to potential acquisition partners due to the potential increased certainty it provides regarding access to the capital required to complete an initial business combination. In addition, we believe that Aperture will benefit from Centerbridge s strategic support and network to enhance our management team s sourcing, diligence, and transaction execution. Dan Osnoss, a Senior Managing Director at Centerbridge, will serve on our board of directors. Mr. Osnoss focuses on the Financial Services sector and has worked successfully with Mr. West for many years. Centerbridge, a non-controlling equity holder in our sponsor, will purchase 1,375,000 units in this offering at the public offering price. The underwriters will not receive any underwriting discount or TABLE OF CONTENTS commissions on these units and these units (and their constituent shares and warrants) will not be subject to the restrictions on transfer applicable to the founder shares and private placement warrants. In addition to our strategic relationship with Centerbridge, we also benefit from a strategic relationship with Nyca Partners ( Nyca ) and Pollen Street Capital ( Pollen Street ). Nyca is a leading venture capital and advisory firm focused on financial technology, specifically payments, credit models, and financial infrastructure. Its Founder and Managing Partner, John C. (Hans) Morris, will serve on our board of directors. Prior to founding Nyca Partners in 2014, Mr. Morris was a managing director at General Atlantic, president of Visa Inc., and served many roles at Citigroup, including CFO and head of Finance, Technology and Operations for Citi s institutional businesses, COO of the investment bank, and head of the financial services group at Salomon Smith Barney. Our relationship with Mr. Morris and Nyca will help further deepen our ties into the fintech ecosystem. Pollen Street is a European-focused growth equity and credit opportunities investment firm focused on accelerating the progress of the financial and business services sectors through technological change. Pollen Street s Managing Partner & Founder of Pollen Street Capital, as well as the Chairman of the firm s investment committee, Lindsey McMurray, will also serve on our board of directors. Prior to founding Pollen Street Capital, Ms. McMurray led the team managing RBS s Special Opportunities Fund, and was a former Partner at Cabot Square Capital, focusing on operating investments in real estate and in the financial services sector. We believe that our relationship with Ms. McMurray and Pollen Street will further enhance and extend our reach into Europe. We also have a distinguished team of other directors and senior advisors who will support our efforts. Magdalena Yesil, who will serve on our board of directors, is a cofounder and executive chair of Informed, an artificial intelligence startup serving the financial services industry and has been a serial entrepreneur and investor in several of the world s leading technology companies, including Salesforce, where she was the first investor and founding board member and served on the company s board post-IPO. Her multi-decade career in Silicon Valley evolved with the technology industry, covering semiconductors, computers, software, online services, Internet access, e-commerce infrastructure, SaaS and consumer Internet. Ms. Yesil founded three companies in succession dedicated to commercializing Internet access, e-commerce infrastructure, and electronic payments. Our senior advisors will include Roger Ferguson, who is expected to join our team post his retirement in May 2021 from TIAA as its President and CEO. Mr. Ferguson is a former Vice Chairman of the Board of Governors of the U.S. Federal Reserve System, serves on the boards of the New York State Insurance Advisory Board, Alphabet, Inc., General Mills, Inc., and International Flavors & Fragrances, Inc, and also served on President Obama s Council on Jobs and Competitiveness as well as its predecessor, the Economic Recovery Advisory Board. Noah Breslow will also serve as a senior advisor to Aperture. Mr. Breslow is the former Chief Executive Officer and Chairman of the Board of OnDeck (NYSE: ONDK), a leading online small business lender. Mr. Breslow was OnDeck s first employee in 2007, and later served as the company s Chief Product Officer and Chief Operating Officer before being named CEO and Chairman in 2012. In addition, we anticipate two to three other senior advisors with strong track records in the target areas we are focused on supporting the company as well. All of these individuals are experienced investors, founders, and/or business executives in our areas of primary focus described below, and collectively bring together an additional layer of operating experience, industry connectivity, and proprietary access to leading companies that enhance Aperture s value proposition. We believe our directors and senior advisors will be a driving force in our efforts to identify a target, assess growth and operational improvement opportunities, and support the transition of the target company through the business combination process. By leveraging the deep experience, relationships, and networks of our management team, Centerbridge, directors, and senior advisors, we believe we are uniquely positioned to not only source differentiated investment opportunities but also, in partnership with a management team, to unlock underappreciated sources of value and growth. We believe that the participation of Centerbridge, Nyca, and Pollen Street Capital, along with our network of relationships, will afford us substantial competitive advantages relative to other blank check companies. TABLE OF CONTENTS Centerbridge Relationship Our sponsor, Aperture SE LLC, is a Delaware limited liability company. Our sponsor is managed and controlled by Mr. West. An affiliate of Centerbridge is a non-controlling equity holder in our sponsor, and an entity managed and controlled by Mr. West constitutes the balance of the equity holdings of our sponsor. Our sponsor entity will be supported by a strategic relationship with Centerbridge. Centerbridge is a private investment management firm employing a flexible approach across investment disciplines from private equity to credit and related strategies, and real estate in an effort to find the most attractive opportunities for Centerbridge s investors and business partners. Centerbridge was founded in 2005 and as of December 31, 2020 has approximately $28 billion in capital under management with offices in New York and London. Centerbridge is dedicated to partnering with world-class management teams across targeted industry sectors and geographies to help companies achieve their operating and financial objectives. Within Financials, Centerbridge has deployed approximately $24 billion through December 31, 2020 across over 184 credit investments and 14 portfolio company investments. Notwithstanding Centerbridge s past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. You should not rely on the historical record of Centerbridge s performance as indicative of our future performance. See Risk Factors General Risk Factors Past performance by Centerbridge, our management team, our independent directors, our senior advisors or either of their respective affiliates may not be indicative of future performance of an investment in us. See Management Conflicts of Interest for additional information. Our Team Our officers and investment professionals will consist of Mr. West, our Chairman and CEO, Mr. Jeffrey Gelfand, our CFO, Mr. David Fawer and Mr. Jeff Foster. Our investment team also includes Steven Peisach and William Pomerans, and we anticipate one to two other dedicated investment team members with strong track records in the target areas we are focused on supporting the company as well. We value the role of experienced operating executives in business combinations. Given the wide array of opportunities that we expect to see, our management team intends to work with a variety of operating executives to assist with our evaluation of potential opportunities. Lance West Lance West will serve as Aperture s Chairman and CEO. Mr. West has spent his 35-year career in both operating and investment roles, including most recently at Centerbridge, where he joined shortly after the firm s inception as a Partner and Senior Managing Director and later served as the CEO and then Chairman of Centerbridge Partners Europe. Mr. West also served as a member of the firm s Management and Investment Committees, until his retirement from the firm at the end of 2017. In addition, he helped lead the development of the firm s businesses, including its investment platform in Europe. Over his career, Mr. West has served as a CEO, Chairman, founder, and investor across a variety of investment platforms and businesses. Mr. West has focused on investments in the financial services, real estate, and related industries and has led and supported many successful investments by concentrating on the maximization of value through partnering with exceptional CEOs, actively supporting the development of superior management teams, operational improvement, risk management, balance sheet optimization, growth, and technological innovation. Since retirement from Centerbridge, Mr. West has been an active private investor, including participating in the acquisition and carve out of Walmart Bank Canada (now Duo Bank of Canada) and subsequent acquisition of Fairstone Financial Holdings Inc, the establishment of 25 Madison, an early-stage venture studio, and as an advisor to Lennar Corporation (NYSE: LEN) and Pollen Street Capital. TABLE OF CONTENTS Prior to joining Centerbridge, Mr. West was a Partner at Goldman, Sachs & Co., where he served as the head of Goldman s Principal Finance Group, and was a member of the leadership team that helped establish the firm s Special Situations Group. Mr. West also served on Goldman Sachs s Investment Committees for both the Special Situations and Specialty Lending Groups. Prior to joining Goldman Sachs, Mr. West was founder and CEO of Greenthal Realty Partners LP and GRP Financial Services Corp, a real estate asset management, special servicing and distressed debt investment management firm, which was sold to Sallie Mae (NASDAQ: SLM) in 2005. Mr. West originally began his career as a Member of the Technical Staff at AT&T Bell Laboratories. Mr. West has served as an advisor to or board member of numerous endowments, companies, and non-profits, including The California Institute of Technology s Endowment Investment Committee, the US Programme at Chatham House (UK), the Board of Overseers of Tufts University, the Chair s Council for the HSS Division at Caltech, the Economic Studies Council of The Brookings Institution, the European board of the Environmental Defense Fund, BankUnited (NYSE:BKU), Aktua Soluciones Financieras, Intrepid Aviation Holdings LLC, Green Tree Holdings, Resort Finance America LLC, Triad Financial SM LLC, Williams & Glyn s Bank Limited (pre-IPO Transition Board), APCOA Parking Holdings GmbH, and Duo Bank of Canada. Mr. West received a M.S. in Electrical Engineering from the California Institute of Technology and graduated Magna Cum Laude with a B.S. in Electrical Engineering from Tufts University. Jeffrey Gelfand Jeffrey Gelfand will serve as Aperture s Chief Financial Officer (CFO) and lead our finance, audit, accounting, and business operations functions. Mr. Gelfand was previously a Senior Managing Director at Centerbridge and served as the firm s CFO from 2006-2018. As CFO, Mr. Gelfand oversaw Centerbridge s accounting, tax, operations, investor services and technology functions. Prior to joining Centerbridge, Mr. Gelfand was the CFO of Silver Point Capital, L.P., AOL Time Warner s investment company, and Evercore Partners, Inc. Mr. Gelfand is on the board of directors of Peridot Financing Solutions, as well as the Pediatric Brain Tumor Foundation. Mr. Gelfand began his career at Ernst & Young LLP. Jeff received a B.B.A. from the University of Michigan. He qualified in 1992 as a Certified Public Accountant in New York. David Fawer David Fawer will serve on Aperture s team in support of our sourcing, diligence and execution efforts. Mr. Fawer was most recently a Senior Managing Director of Blackstone s Real Estate Debt Strategies Group, where he focused on residential mortgage credit and was a member of the Real Estate Investment Committee for both Blackstone Real Estate Debt Strategies and Blackstone Real Estate Advisors. Prior to joining Blackstone, Mr. Fawer was Vice Chairman of OneWest Bank, N.A., a $22 billion regional commercial bank headquartered in Southern California. Mr. Fawer was instrumental in the formation, growth and turnaround of OneWest which acquired three failed banks from the FDIC and was ultimately sold to CIT Group Inc. Prior to joining OneWest, Mr. Fawer was a partner of Dune Capital, a broad-based credit hedge fund, and Dune Real Estate, an opportunistic real estate private equity fund. Mr. Fawer worked at Goldman Sachs as a member of the Principal Finance Group and then as Chief of Staff to the Technology Division (1997-2003). Mr. Fawer currently serves on the board of Seritage Growth Properties Inc. (NYSE: SRG), Westaim Arena Holdings II, and is a board observer for Roosevelt Management Company. Mr. Fawer started his career practicing law at Cleary, Gottlieb, Steen & Hamilton LLP. He received a B.A. with Distinction from the University of Michigan, Ann Arbor and a J.D. Magna Cum Laude from Boston University. Jeff Foster Jeff Foster will serve on Aperture s team in support of our sourcing, diligence, and execution efforts. Mr. Foster is a private investor and entrepreneur in the Financial Technology space. Mr. Foster TABLE OF CONTENTS is the co-founder and CEO of HomeVision, Inc, a residential real estate technology company. Prior to founding HomeVision, Mr. Foster was co-founder and CEO of Clara Lending, a technology-enabled mortgage origination company, which was sold to SoFi, Inc. in 2018. Until 2012, Mr. Foster was a Senior Policy Advisor at the US Treasury Department, focused on Capital Markets and Housing Finance reform. Prior to joining Treasury, Mr. Foster was a Principal at Apollo Global Management, a global private equity asset management firm. Mr. Foster serves on the board of directors of Peridot Financing Solutions LLC, and Coinstar LLC. He received a Bachelor of Science in Economics from Duke University. Steven Peisach Steven Peisach will serve as an Aperture investment professional and lead our deal pipeline management, business diligence, financial modeling, and managing of third-party service providers. Mr. Peisach previously worked at The Blackstone Group in the firm s Tactical Opportunities Fund. At Blackstone, Mr. Peisach was most recently the Chief of Staff to the Head of Tactical Opportunities and was previously a deal professional on the Investment Team. Mr. Peisach received a B.S. in Economics from the Wharton School of the University of Pennsylvania, where he graduated Summa Cum Laude and completed dual concentrations in Finance and Statistics, as well as a Minor in Mathematics. William Pomerans William Pomerans will serve as an Aperture investment professional, where he will support our sourcing, diligence, and execution efforts. Previously, Mr. Pomerans was a Vice President with Gallatin Point Capital, a private investment firm focused on making opportunistic investments in financial institutions, services, and assets. Prior to joining Gallatin Point Capital, Mr. Pomerans was a member of the Financial Institutions Group in the investment banking division of Citigroup. Mr. Pomerans graduated from New York University s Stern School of Business with a B.S. in Finance. In addition, we anticipate one to two other dedicated investment team members with strong track records in the target areas we are focused on supporting the company as well. Notwithstanding our management team s past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. You should not rely on the historical record of our management team s performance as indicative of our future performance. See Risk Factors General Risk Factors Past performance by Centerbridge, our management team, our independent directors, our senior advisors or either of their respective affiliates may not be indicative of future performance of an investment in us. See Management Conflicts of Interest for additional information. Our Independent Director Nominees Our efforts to seek a suitable business combination target will be complemented and augmented by the expertise and network of relationships of our directors, who each have extensive experience in business and financial matters. In addition to Mr. West, who will be the Chairman of our board of directors, upon completion of this offering our directors will consist of the following independent directors. Lindsey McMurray Lindsey McMurray will serve on Aperture s board of directors and is the Managing Partner & Founder of Pollen Street Capital, as well as the Chairman of the firm s investment committee. Ms. McMurray has been a private equity investor for twenty-five years with a focus on the financial services sector. Prior to founding Pollen Street Capital, Ms. McMurray led the team managing RBS s 1.1bn Special Opportunities Fund and spent six years as a Partner at Cabot Square Capital, focusing on operating investments in real estate and other asset backed assets, as well as in investments in the Financial Services sector. TABLE OF CONTENTS Ms. McMurray serves as non-executive director of several portfolio companies, including Shawbrook Bank, Cashflows Europe, Kingswood Holdings Limited and BidX1, and previously served on the Boards of Banca Sistema, Moneycorp and Arrow Global plc. She has a First-Class Honours degree in Accounting and Finance and studied for an MPhil in Finance from Strathclyde University. John C. (Hans) Morris Mr. Morris will serve on Aperture s board of directors and is the Managing Partner of Nyca Partners, a fintech focused venture capital firm founded based in New York and San Francisco. Prior to founding Nyca Partners in 2014, Mr. Morris was a managing director at General Atlantic (2010-14), president of Visa Inc. (2007-10), and served many roles at Citigroup (1980-2007), including CFO and head of Finance, Technology and Operations for Citi s institutional businesses, COO of the investment bank, and head of the financial services group at Salomon Smith Barney. Mr. Morris is the Chairman of the Board of Lending Club and a board member of six private companies, including AvidXchange, Payoneer, SigFig, PayRange, Fidel, and Propel. He serves as a trustee of the Public Theater in New York, and he is a former chairman of the boards of MASS MoCA (2010-18) and the Hopkins Center for the Arts at Dartmouth. He received a BA from Dartmouth College in 1980. Daniel R. Osnoss Dan Osnoss will serve on Aperture s board of directors and is a Senior Managing Director at Centerbridge, with a focus on the Financial Services sector. Prior to joining Centerbridge in 2009, Mr. Osnoss was an Associate at Berkshire Partners, a private equity firm, and an Investment Banking Analyst in the Leveraged Finance Group at Goldman Sachs. Mr. Osnoss serves on the Boards of Directors of private companies DentaQuest Group Inc. and Newport Parent Holdings, LP (the parent company of Onbe, Inc.). Mr. Osnoss holds an M.B.A. from Harvard Business School, where he graduated with distinction, and a B.A. from Yale College, where he graduated summa cum laude and Phi Beta Kappa. Magdalena Yesil Magdalena Yesil will serve on Aperture s board of directors and is a cofounder and executive chair of Informed, an artificial intelligence startup serving the Financial Services industry that utilizes machine learning models to classify, analyze, and extract data from documents used in consumer lending and account opening. Ms. Yesil has been a serial entrepreneur and investor in several of the world s leading technology companies, including Salesforce, where she was the first investor and founding board member and served on the company s board post-IPO. Her multi-decade career in Silicon Valley evolved with the technology industry, covering semiconductors, computers, software, online services, Internet access, e-commerce infrastructure, SaaS and consumer Internet. Ms. Yesil founded three companies in succession dedicated to commercializing Internet access, e-commerce infrastructure, and electronic payments. Her entrepreneurial work with UUnet, Cybercash, and MarketPay earned her Red Herring Magazine s Entrepreneur of the Year. Ms. Yesil joined US Venture Partners as a partner and then established Broadway Angels, a group of female angel investors. She received the 2017 Fearless Leader award from WomenOnBoards, and her book Power UP! How Smart Women Win in the New Economy, where she shares her learnings for success in the technology industry has been a best seller since November 2017. Ms. Yesil also serves on the boards of SoFi, Smartsheet (SMAR) and Zuora (ZUO). She received a B.S. in Industrial Engineering and Management Science and a M.S. in Electrical Engineering from Stanford University. Notwithstanding our independent directors past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. You should not rely on the historical record of our independent directors performance as indicative of TABLE OF CONTENTS our future performance. See Risk Factors General Risk Factors Past performance by Centerbridge, our management team, our independent directors, our senior advisors or either of their respective affiliates may not be indicative of future performance of an investment in us. See Management Conflicts of Interest for additional information. Our Senior Advisors In our efforts to identify a suitable target for, and successfully consummate our, initial business combination, our management team will be initially advised by Roger Ferguson, Jr. and Noah Breslow. In addition, we anticipate two to three other senior advisors with strong track records in the target areas we are focused on supporting the company as well (collectively, our senior advisors ). Noah Breslow Noah Breslow will serve as a senior advisor to Aperture. Mr. Breslow is the former Chief Executive Officer and Chairman of the Board of OnDeck (NYSE: ONDK), a leading online small business lender. Mr. Breslow was OnDeck s first employee in 2007, and later served as the company s Chief Product Officer and Chief Operating Officer before being named CEO and Chairman in 2012. OnDeck pioneered the use of data analytics and digital technology to make real-time lending decisions and deliver capital rapidly to small businesses online and went public on the New York Stock Exchange in late 2014 under Mr. Breslow s leadership. In 2020, Mr. Breslow led a strategic process which resulted in the company s sale to Enova International (NYSE: ENVA). Prior to OnDeck, Mr. Breslow led Marketing and Product Management for Tacit Networks, a venture-backed enterprise software company that was successfully acquired in 2006 and originally began his career as an engineer designing satellite communications systems in the US and UK. Mr. Breslow serves as a board observer of Linear Financial Technologies, a leading provider of digital account origination technology to financial institutions. He holds an MBA with Distinction from Harvard Business School and a S.B. in Computer Science and Engineering from MIT. Roger Ferguson, Jr. Starting in May 2021, Roger W. Ferguson, Jr. will serve as a senior advisor to Aperture after his retirement as the President and Chief Executive Officer of TIAA, the leading provider of retirement services in the academic, research, medical, and cultural fields, and a Fortune 100 financial services organization. Mr. Ferguson is the former Vice Chairman of the Board of Governors of the U.S. Federal Reserve System. Prior to joining TIAA, Mr. Ferguson was head of financial services for Swiss Re, Chairman of Swiss Re America Holding Corporation, and a member of the company s executive committee. Mr. Ferguson also served as a Partner at McKinsey & Company and began his career as an attorney at the New York City office of Davis Polk & Wardwell LLP. Mr. Ferguson serves on the board of numerous organizations, including the Smithsonian Institution s Board of Regents, the New York State Insurance Advisory Board, Alphabet, Inc., General Mills, Inc., and International Flavors & Fragrances, Inc. Mr. Ferguson served on President Obama s Council on Jobs and Competitiveness as well as its predecessor, the Economic Recovery Advisory Board, and he co-chaired the National Academy of Sciences Committee on the Long-Run Macro-Economic Effects of the Aging U.S. Population. Mr. Ferguson holds a B.A., J.D., and a Ph.D. in economics, all from Harvard University. Notwithstanding our senior advisors past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. You should not rely on the historical record of our senior advisors performance as indicative of our future performance. See Risk Factors General Risk Factors Past performance by Centerbridge, our management team, our independent directors, our senior advisors or either of their respective affiliates may not be indicative of future performance of an investment in us. See Management Conflicts of Interest for additional information. TABLE OF CONTENTS Our Forward Purchase Agreements In connection with the consummation of this offering, we will enter into (a) a forward purchase agreement with an affiliate of Centerbridge providing for the purchase of up to $400 million of forward purchase units, and (b) a forward purchase agreement with an affiliate of Mr. West providing for the purchase of up to $5 million of forward purchase units, in each case, with each unit consisting of one Class A ordinary share (the forward purchase shares ) and one-fourth of one redeemable warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment (the forward purchase warrants ), for a purchase price of $10.00 per unit, in a private placement to occur in connection with the closing of our initial business combination. The obligations under each forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The amount of forward purchase units sold pursuant to each forward purchase agreement will be mutually determined by us and each forward purchase investor. The company has the right, in its sole discretion, to reduce the amount (which may be zero) of forward purchase units that an affiliate of Centerbridge and an affiliate of Mr. West may purchase pursuant to the forward purchase agreement. However, each forward purchase agreement is subject to conditions that are within the sole discretion of each forward purchase investor. Accordingly, if the forward purchase investor does not consent to and confirm its purchase, it will not be obligated to purchase any forward purchase securities, and we will not receive any of the amounts committed under such forward purchase agreement. The terms of the forward purchase shares will be identical to the terms of the Class A ordinary shares included in the units being issued in this offering, except that the forward purchase shares will be issued at the closing of the initial business combination, will have no redemption rights, and will have certain registration rights, as described in this prospectus. The terms of the forward purchase warrants will be identical to the terms of the public warrants included in the units being issued in this offering, except that the forward purchase warrants will be issued at the closing of the initial business combination and will have certain registration rights together with the Class A ordinary shares issuable upon their exercise, as described in this prospectus. Each forward purchase investor will have the right to transfer or assign a portion of its obligation to purchase forward purchase units to one or more third parties, subject to compliance with applicable securities laws. In such case, such forward purchase investor s commitment will be reduced by the amount to be purchased by such third party or parties. The proceeds from the sale of these forward purchase units, together with the amounts available to us from the trust account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by us in connection with the business combination, will be used to satisfy the cash requirements of the business combination, including funding the purchase price, paying expenses, and retaining specified amounts to be used by the post-business combination company for working capital or other purchases. We believe the committed capital from the forward purchase agreements makes us more attractive to both asset owners and management teams of potential business combination targets. We also believe our ability to complete our initial business combination will be enhanced by the forward purchase agreements. We will look to be both opportunistic and flexible in structuring a capital solution that will be the most effective in executing a business combination. Competitive Strengths Our management team, directors, and senior advisors have track records of creating significant shareholder value investing across public and private markets and in operating and building businesses to scale across industries, geographies, and macroeconomic environments. The Aperture platform enables us to deploy our prior experiences and extensive network of relationships developed over decades to identify a wide range of attractive business combination opportunities, partner with management teams to build enduring businesses, and generate significant value for shareholders. We will seek companies across a wide range of industries, and our primary focus will be on businesses that operate within the financial services, fintech, business services, real estate services, TABLE OF CONTENTS and related technology and software services sectors that will benefit from our expertise in developing and executing value creation plans in those areas thereby positioning a target company for compounding growth over the long-term. In addition, our forward purchase agreement with an affiliate of Centerbridge is a differentiating feature in our value proposition to a potential partner, as it is expected to provide enhanced certainty of execution and an alignment of interests in the effort to compound shareholder value. We believe that the following factors will drive the successful execution of a compelling transaction: Track Record of Value Creation through Value-Add Partnership. Our founder has a multi-decade track record of sourcing compelling investment opportunities and delivering market-leading returns to investors across multiple industries, geographies, and market environments. In addition, our management team, directors, and senior advisors have a demonstrated ability to work constructively with management teams to execute value creation plans, including accelerating organic growth, pursuing accretive M&A, and supporting businesses in both private and public markets. We believe this experience enables Aperture to be a preferred and highly credible partner to management teams, counterparties, intermediaries, and advisors. Deep Sector Knowledge. Our management team has significant experience investing in, and operating financial services, business services, real estate services, and related technology companies, and we believe this expertise will enable us to prioritize areas for proactive sourcing, diligence, business combination opportunities, and proactive value-add following a business combination. Propriety Sourcing through Robust and Differentiated Network including Strategic Partnerships. Our management team, directors, and senior advisors are industry leaders and, together with Centerbridge, have developed deep networks and strong relationships with investors, management teams, entrepreneurs, investment bankers, private equity and venture capital fund sponsors, attorneys, and consultants across our targeted market sectors. We believe that these relationships will be a critical differentiator in our ability to source attractive business combination opportunities and identify the best Target for Aperture. Capital Markets Expertise. Our management team has significant experience in raising capital across market cycles in both public and private markets to optimize capital structure, support growth, and help companies transition to the public markets. Cross-Border Experience. Our team has successfully completed transactions across North America, Europe, and Asia, and although our primary focus will be North America, Europe will also be an important area for consideration of potential acquisition partners. Acquisition Criteria Consistent with our acquisition strategy, we have identified the following criteria to evaluate prospective target businesses. We will use these criteria in evaluating acquisition opportunities but may decide to enter into our initial business combination with a target that does not meet these criteria. Large and Growing Addressable Market. We will seek to acquire companies in large and growing segments of the economy which are benefiting from secular tailwinds or undergoing structural transformations, including regulatory changes or the accelerated adoption of technology. Proven, High-Quality and Resilient Business Model. We will seek to acquire a high-quality company that has attractive unit economics, an ability to generate compelling returns on invested capital, an ability to scale with identifiable growth opportunities, a resilient business model with sustainable competitive advantages and a defensible market position, which can benefit from our deep M&A and capital markets experience and thrive as a public company. Application of Technology. We will look to acquire a company that is actively deploying technology to power its business growth and market differentiation, including the use of machine learning, artificial intelligence, and data science and analytics in business processes TABLE OF CONTENTS throughout its value chain. This may include companies that were established as technology companies, or companies who have aggressively sought to apply technology to transform their business. Unrealized Value. We may seek to acquire a company that is fundamentally sound but underperforming its potential and can benefit from our Team s extensive experience in our areas of primary focus described below, the accelerated application of technology, and other value creation business opportunities, including M&A and international expansion. Elements of Complexity. We may seek to acquire businesses where our experience, network, and sector expertise can be used to help navigate complex situations such as acquisitions, regulatory challenges, and balance sheet restructurings. Benefit from Public Currency. We will seek to acquire companies that will benefit from access to public equity markets, including companies seeking access to capital to pursue accretive acquisitions, accelerate organic growth, invest in high-return capital projects, or strengthen its balance sheet. Strong and Aligned Management Team. We will seek to acquire companies led by a strong, experienced management team seeking a well-aligned strategic partner to support the business s growth and value creation plan to maximize long term shareholder value. Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review, which may encompass, among other things, meetings with incumbent management teams, document reviews, assessment of the target s technology infrastructure, compliance processes, capital structure assessment, as well as a review of financial, operational, legal and other information which will be made available to us. We will also utilize our operational and capital markets experience to test and validate our investment thesis. We are not prohibited from pursuing an initial business combination with a business that is affiliated with Centerbridge or any of our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with any such persons, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm, that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, in the event that we seek such a business combination, we expect that the independent and disinterested members of our board of directors would be involved in the process for considering, and approving the transaction. Members of our management team may directly or indirectly own shares of our ordinary shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our directors, director nominees and officers, as well as those of Centerbridge, presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our or Centerbridge s officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Additionally, Centerbridge and its affiliates manage a number of funds, separate accounts and other investment vehicles ( Centerbridge Funds ), which may compete with us for acquisition opportunities. If these Centerbridge Funds decide to pursue TABLE OF CONTENTS any such opportunity or have existing investments in the issuer of such opportunity, we may be precluded from pursuing such opportunities. In addition, investment ideas generated within Centerbridge, including by any director affiliated with Centerbridge, may be suitable for both us and for a current or future Centerbridge Fund and, in such a case, will be directed to such Centerbridge Fund rather than to us. Neither Centerbridge nor any members of our board of directors who are also employed by Centerbridge have any obligation to present us with any opportunity for a potential business combination of which they become aware. Centerbridge and/or members of our board of directors, in their capacities as officers, directors or employees of Centerbridge or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future Centerbridge Funds, or third parties, before they present such opportunities to us. We may be limited in our ability to make investments and to sell existing investments as a result of an existing investment by Centerbridge. We may acquire a target from or, in which, one or more Centerbridge Funds have an existing investment (or makes an investment at the same time or subsequently) at a different or overlapping level of the target s capital structure, creating a potential conflict between our position and the applicable Centerbridge Funds position especially in the event of a bankruptcy. Centerbridge, Centerbridge employees and Centerbridge Funds may also have or make investments in, establish or serve on the boards of, businesses that compete with, provide services to, transact with, or otherwise have significant business relationships with the businesses we invest or seek to invest in. We may also forego an attractive investment opportunity as a result of an existing investment in the target or a competitor of the target by Centerbridge, a Centerbridge Fund or principals or employees of Centerbridge, or to otherwise mitigate any conflict of interest or the perception of any conflict of interest. Centerbridge and our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. As a result, Centerbridge and our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. In addition, Centerbridge and our sponsor, officers and directors are not required to commit any specified amount of time or resources to our affairs and, accordingly, will have conflicts of interest in allocating management time and resources among various business activities, including identifying potential business combinations and monitoring the related due diligence. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Initial Business Combination So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise TABLE OF CONTENTS would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. We may, at our option, subject to applicable law, pursue an acquisition opportunity jointly with one or more entities affiliated with Mr. West, Centerbridge and/or one or more Centerbridge Funds and/or one or more investors in Centerbridge Funds, which we refer to as an Affiliated Joint Acquisition. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a specified future issuance throughout this prospectus. The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. This is not an offer for any specified future issuance. Pursuant to the anti-dilution provisions of our Class B ordinary shares, any such specified future issuance would result in an adjustment to the conversion ratio such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all ordinary shares outstanding upon completion of this offering plus all shares issued in the specified future issuance, unless the holders of a majority of the then-outstanding Class B ordinary shares agreed to waive such adjustment with respect to the specified future issuance at the time thereof. We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our ordinary shares. TABLE OF CONTENTS To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. These risks include, among others, investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors and we may not have adequate time to complete due diligence. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Other Considerations We are not prohibited from pursuing an initial business combination with a company that is affiliated with Centerbridge, our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Centerbridge, our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm, that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, in the event that we seek such a business combination, we expect that the independent and disinterested members of our board of directors would be involved in the process for considering, and approving the transaction. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a target business on our behalf, nor have they had any discussions regarding possible target businesses on our behalf among themselves or with our underwriters or other advisors. We have not contacted any prospective target business nor had any substantive discussions, formal or otherwise, with any business combination target. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Centerbridge, in the ordinary course of its business, is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination but none has been contacted by us or on our behalf, and Centerbridge has no such obligation to refer any opportunity to us. In addition, Centerbridge and certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of Centerbridge or our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, he, she or it may be required to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Centerbridge and our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. As a result, Centerbridge and our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Any such companies TABLE OF CONTENTS may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. We currently expect our senior advisors to (i) assist us in sourcing and negotiating with potential business combination targets, (ii) provide business insights when we assess potential business combination targets and (iii) upon our request, provide business insights as we work to create additional value in the businesses that we acquire. In this regard, our senior advisors will fulfill some of the same functions as members of our board of directors. However, our senior advisors will not be under any fiduciary obligations to us nor will they perform board or committee functions, nor will they have any voting or decision-making capacity on our behalf. Our senior advisors will also not be required to devote any specific amount of time to our efforts or be subject to the fiduciary requirements to which members of our board of directors are subject. Accordingly, if any of our senior advisors becomes aware of a business combination opportunity which is suitable for any of the entities to which he has fiduciary or contractual obligations (including other blank check companies), such senior advisor will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We may modify or expand our roster of senior advisors as we source potential business combination targets or create value in businesses that we may acquire. We may also, at our option, pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001846996_msd_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001846996_msd_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..158891fcd4ae97595d6a0a0d0eb64a38856e05fd
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001846996_msd_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and article of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Act are to the Companies Act (As Revised) of the Cayman Islands, as the same may be amended from time to time; company, we, us, our, MSDAC, or our company are to MSD Acquisition Corp., a Cayman Islands exempted company; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; forward purchase agreement are to the agreement providing for the sale of the forward purchase units to MSD Partners in a private placement to occur concurrently with the closing of our initial business combination; forward purchase investor are to MSD Partners which, will enter into the forward purchase agreement; forward purchase securities are to the forward purchase shares and forward purchase warrants; forward purchase shares are to Class A ordinary shares to be issued as part of the forward purchase units; forward purchase units are to the units consisting of one forward purchase share and one-fifth of one forward purchase warrant to be issued pursuant to the forward purchase agreement; forward purchase warrants are to warrants to purchase Class A ordinary shares to be issued as part of the forward purchase units; Founders are to Gregg Lemkau, our Chief Executive Officer and John Phelan, our Chairman; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to our sponsor and each other holder of founder shares upon the consummation of this offering; management or our management team are to our executive officers and directors (including our director nominees who will become directors at the consummation of this offering); MSD Capital are to MSD Capital, L.P., the family office of Michael Dell and his family; MSD Partners are to MSD Partners, L.P., an SEC registered investment adviser formed by partners of MSD Capital; 1 Table of Contents ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares to be sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); sponsor are to MSD Sponsor Holdings, LLC, a Delaware limited liability company and an affiliate of MSD Partners; and Strategic Advisor are to Michael Dell. Any forfeiture or transfer of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless otherwise stated, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company General We are a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not yet identified any potential business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. MSDAC was established by our founding partners, Gregg Lemkau and John Phelan, to pursue investment opportunities in companies whose value creation we believe we can accelerate through the public markets. Michael Dell is our Strategic Advisor and will be a resource in our pursuit of an initial business combination. We will focus on companies in high-growth sectors, with large and growing end markets, superior unit economics, and sustainable competitive advantages. While we may pursue an investment in any business industry or sector, we plan to leverage our deal experience, investment track record, and expertise across various high-growth sectors, including technology and media. We believe the combination of our affiliation with MSD Partners, the experience and network of our Founders, management team and Strategic Advisor, and the access to our board members expertise will be attractive to potential target businesses and will enable us to identify and execute a successful business combination. MSDAC is affiliated with MSD Partners, an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended, which was established in 2009, by partners of MSD Capital. MSD Capital is the private investment firm that was established in 1998 to exclusively manage the capital of Michael Dell and his family. As of December 31, 2020, MSD Capital and MSD Partners collectively manage over $19 billion and employ over 110 people. 2 Table of Contents MSDAC will benefit from MSD Partners extensive investment experience across asset classes through different economic cycles, its proprietary relationship network, and its reputation in the marketplace as a preferred partner. MSD Partners utilizes a multi-disciplinary investment strategy focused on maximizing long-term capital appreciation. MSD Partners operates in an integrated manner across four core platforms: Private Capital, Corporate and Real Estate Credit, Public Equities, and Real Estate. MSD Partners maintains a large and dynamic infrastructure that provides significant support in the form of shared research, deal sourcing, legal and transactional expertise, and institutional-quality middle and back-office resources. The firm invests throughout the capital structure in public and private companies at all stages of growth and across sectors. As a result, we believe MSD Partners will provide MSDAC with (i) connectivity with a leading institutional investment platform with many years of experience in the marketplace and a culture focused on maximizing long-term value, (ii) the ability to source a large number, and a more differentiated set, of business combination opportunities, and (iii) the means to optimize our capital structure and raise incremental capital to support potential go-forward needs following a business combination. To support the business combination, our forward purchase investor is entering into a forward purchase agreement where it has agreed to purchase, in the aggregate and at its sole discretion, up to $50,000,000 of the forward purchase units. Prior to joining MSD Partners, our Co-Founding partner Mr. Lemkau was an investment banker at Goldman Sachs & Co. LLC. ( Goldman Sachs ) for over 28 years. Through his experience as the Co-Head of the Investment Banking Division, Co-Head of Global Mergers & Acquisitions, Co-Head of the Technology, Media and Telecom Group, and Co-Head of the Healthcare Group, Mr. Lemkau developed a broad network of relationships across high-growth sectors. Mr. Lemkau has advised hundreds of companies across a range of transactions, has strong relationships with management teams and leading growth investing firms, and helped establish the Investment Banking Division s Growth Investing Committee at Goldman Sachs. His experience advising companies on scaling their business, accessing and optimally deploying capital, transitioning from private to public markets, and growing via mergers and acquisitions, will be invaluable in pursuing our initial business combination and making the company we combine with more successful. Mr. Phelan is the Co-Founding Partner of MSD Capital, which was established in 1998, and MSD Partners, which was formed in 2009. During his 22 years with MSD Capital and MSD Partners, Mr. Phelan has invested across asset classes and led the growth of $400 million of initial capital into over $19 billion in combined assets under management across MSD Partners and MSD Capital and generated billions of dollars of investment profits. In overseeing this growth, Mr. Phelan has implemented a disciplined and rigorous risk management and investment process, underpinned by an institutional compliance and operations infrastructure, which has resulted in a broad portfolio of public and private investments. MSD Capital and MSD Partners have a history of investing in successful companies across different industries and various growth stages, and Mr. Phelan has overseen billions of dollars of investments in private companies. Representative investments include Nginx, Palantir Technologies, the Dell Technologies go-private, Ultimate Fighting Championship, WIRB Copernicus Group, Owl Rock, Ring Container, and Hayward Holdings. Through their investing history and Mr. Phelan s leadership, MSD Partners has a deep and broad network of global relationships across different investment spectrums, including industry-leading alternative investment managers, family offices, and private equity and venture fund sponsors, which we believe will help identify and execute a transaction with a potential target. Our Management Team Our management team will consist of Gregg Lemkau, Chief Executive Officer; John Phelan, Chairman; and John Cardoso, Chief Financial Officer. They will be supported by our Strategic Advisor, the MSD Partners investment team, the broader MSD Partners organization, and our directors, as further described below. Gregg Lemkau is currently the CEO and a Partner of MSD Partners. Prior to joining MSD Partners, Mr. Lemkau spent 28 years at Goldman Sachs, where he was most recently Co-Head of the Investment Banking Division. While at Goldman Sachs, Mr. Lemkau advised on hundreds of transactions representing over $1 trillion of deal value across sectors globally and spent significant time in high-growth sectors 3 Table of Contents such as technology, media, and healthcare. During his tenure at Goldman Sachs, Mr. Lemkau held several leadership roles, including Co-Head of Global Mergers & Acquisitions, Co-Head of the Technology, Media and Telecom Group, Co-Head of the Healthcare Group, and Chief Operating Officer of the Investment Banking Division while working in offices in both the U.S. and Europe. At Goldman Sachs, Mr. Lemkau was a member of the Firmwide Management Committee, the Partnership Committee, the Investment Banking Division Executive Committee, and served as Chairman of the Firmwide Commitments Committee. Mr. Lemkau is a member of the Board of Trustees of Dartmouth College and the Board of Advisors for Team Rubicon, a nonprofit whose mission is to unite military veterans skills and experiences with first responders to provide impactful service across the world to communities affected by a disaster. Mr. Lemkau previously served as Chairman of the Board of Directors for Grassroot Soccer, a nonprofit using the power of soccer to fight against HIV and AIDS in Africa. Mr. Lemkau holds a Bachelor of Arts in Government and Economics from Dartmouth College. John Phelan is the Co-Founding Partner and Chief Investment Officer of MSD Partners and MSD Capital and is responsible for overseeing investment strategy. Prior to co-founding MSD Capital in 1998, Mr. Phelan was a Principal at ESL Partners ( ESL ), a Greenwich, Connecticut-based investment firm. At ESL, he was responsible for Special Situation and Distressed Investments and helped grow the firm from $50 million to over $2 billion in assets under management. Mr. Phelan was previously a Vice President at the Equity Group: Zell-Merrill Lynch Real Estate Opportunity Funds, where he oversaw Acquisitions (Western Region). Mr. Phelan began his career as an Analyst in the Investment Banking Division of Goldman Sachs. Mr. Phelan serves on several charitable boards, including the Whitney Museum of Art, Spirit of America, and Third Option Foundation. He also serves as a member of Harvard Business School s Board of Dean s Advisors, the Investment Committee for the SMU Endowment, and is a Global Insight Partner and member of the North American Advisory Board for the London School of Economics. Mr. Phelan has over 30 years of investment and transactional experience across asset classes and geographies. He is responsible for building and developing integrated cross-asset platforms, various investment strategies, and has overseen a substantial increase in assets under management at MSD Capital and MSD Partners. He is Chairman of MSD Partners Investment Committee, and we believe MSDAC will benefit from his diverse experience investing in businesses at different growth stages through several economic cycles. Mr. Phelan received his Master of Business Administration from Harvard Business School and holds a Bachelor of Arts in Economics and Political Science, Phi Beta Kappa and cum laude with distinction, from Southern Methodist University. Mr. Phelan also holds a General Course degree with an emphasis in Economics and International Relations from The London School of Economics. John Cardoso is the Chief Financial Officer of MSD Partners and Secretary of MSDAC. Prior to joining MSD Partners in 2017, Mr. Cardoso was a Managing Director and Senior Fund Controller at Davidson Kempner Capital Management. Mr. Cardoso was previously a Director and Global Fund Controller at Clearwater Capital Partners and a Senior Audit Manager in the Alternatives Investment Management Practice of PricewaterhouseCoopers. Prior to this, Mr. Cardoso was a Senior Associate in the Alternatives Investment Management Practice of Rothstein, Kass & Company. Mr. Cardoso is the Chairman of MSD Partners Valuation Committee and is a member of the firm s Conflicts & Compliance Committee, Audit Committee, Trade Allocation Committee, and the 401(k) Committee. Mr. Cardoso also serves as a member of the Audit Committee of the Michael & Susan Dell Foundation. Mr. Cardoso holds a Bachelor of Science in Accounting from St. John s University. Mr. Cardoso is a Certified Public Accountant in the State of New York and a member of the American Institute of Certified Public Accountants. 4 Table of Contents Our Strategic Advisor Michael Dell is the Strategic Advisor for MSDAC. Mr. Dell has spent his entire professional career in the technology industry, founding Dell Computer Corporation (the predecessor to Dell Technologies) in 1984 and subsequently serving as its Chairman and Chief Executive Officer. Mr. Dell first took Dell Computer Corporation public in 1988 with an initial market capitalization of $85 million. Mr. Dell s vision of how technology should be designed, manufactured, and sold forever changed the technology industry. In 1992, Mr. Dell became the youngest CEO ever to earn a ranking on the Fortune 500. In 2013, Mr. Dell partnered with MSD Partners and Silver Lake to take Dell Inc. private for approximately $24 billion. In 2016, Dell Technologies completed its $67 billion acquisition of EMC Corporation, the largest technology deal in history. Mr. Dell then led Dell Technologies return to the public markets in 2018, where it currently trades on the NYSE with the ticker symbol DELL. Mr. Dell formed MSD Capital, the private investment firm that manages capital for the Dell Family in 1998. And, in 1999, he and his wife Susan established the Michael & Susan Dell Foundation to accelerate opportunities for children growing up in poverty in the U.S., India, and South Africa. Mr. Dell is an honorary member of the Foundation Board of the World Economic Forum and is an executive committee member of the International Business Council. He is also a member of the Technology CEO Council and the Business Roundtable. Mr. Dell serves on the advisory board of Tsinghua University s School of Economics and Management in Beijing and on the governing board of the Indian School of Business in Hyderabad. Additionally, he is a board member of Catalyst, and he also served as the United Nations Foundation s first Global Advocate for Entrepreneurship. We believe Mr. Dell s technology expertise, insight into emerging technology trends, broad network of industry relationships, and experience transitioning Dell Corporation and Dell Technologies from privately owned to publicly listed companies will differentiate MSDAC. Our Independent Director Nominees James Breyer has agreed to serve on our board of directors. Mr. Breyer is the Founder and Chief Executive Officer of Breyer Capital, a premier venture capital firm based in Austin, Texas and Menlo Park, California. Mr. Breyer has been an early investor in over 40 technology companies that have completed successful public offerings or mergers. He served as Partner at Accel Partners from 1990 to 2016 and Managing Partner from 1995 to 2011. Mr. Breyer also has a long record of investing in China and partnering with Chinese entrepreneurs. He is Co-Chairman of IDG Capital, based in Beijing, and the first firm to bring venture capital into China. Over the past several years, Mr. Breyer has developed a deep personal and investment interest in long-term oriented entrepreneurs and teams working in artificial/augmented intelligence and human-assisted intelligence and has made numerous investments in this space. Mr. Breyer has served on the board of directors of The Blackstone Group Inc. since 2016 and previously served on the board of directors of Twenty-First Century Fox, Inc. from 2011 to 2019, Facebook, Inc. from 2005 to 2013, Etsy, Inc. from 2008 to 2016, Dell, Inc. from 2009 to 2013 and Wal-Mart Stores, Inc. from 2001 to 2013, as well as several other technology companies. Mr. Breyer is a Fellow Emeritus of the Harvard Corporation, Harvard University s senior governing board. Mr. Breyer is also a Board Member and is Chairman Emeritus of the Advisory Board at the Tsinghua University s School of Economics and Management in Beijing. Mr. Breyer is a long-time active volunteer as a Trustee of the San Francisco Museum of Modern Art, the Metropolitan Museum of Art in New York, the American Film Institute, and Stanford s Center for Philanthropy and Civil Society. Edith Cooper has agreed to serve on our board of directors. Ms. Cooper is the co-founder of Medley, a membership-based community that fosters personal and professional growth, which she launched with her daughter in July 2020. Previously, Ms. Cooper served as Executive Vice President, Global Head of Human Capital Management of Goldman Sachs Group, Inc. from March 2008 to December 2017, and, prior to that, she held various leadership positions in Goldman Sachs Securities Division from 1996 to 2008. Ms. Cooper began her career in derivative sales at Bankers Trust and Morgan Stanley. 5 Table of Contents Ms. Cooper has served on the Board of Etsy, Inc., a publicly-traded e-commerce company, since 2018. She has also served on the board of Slack Technologies, Inc., a publicly-traded provider of cloud-based professional collaboration tools, since 2018. She has also served on the board of EQT, a publicly-traded purpose-driven global investment firm, since 2018. Ms. Cooper also currently serves on the board of directors of the Museum of Modern Art and Mt. Sinai Hospital. Ms. Cooper holds a Masters of Business Administration from Northwestern University Kellogg School of Management and a Bachelor of Arts in American History from Harvard University. Barry McCarthy has agreed to serve on our board of directors. Since 2011, Mr. McCarthy has served as an Executive Advisor and Venture Partner at Technology Crossover Ventures, a venture capital firm. Mr. McCarthy currently serves on the board of directors of Spotify Technology S.A., a music streaming company, for which he served as Chief Financial Officer from July 2015 to January 2020 and global head of the advertising business from September 2016 to January 2020. From 1999 to 2010, Mr. McCarthy served as Chief Financial Officer and Principal Accounting Officer of Netflix. Before joining Netflix, Mr. McCarthy served as CFO of Music Choice between 1993 and 1999. Prior to joining Music Choice, Mr. McCarthy held various management positions in management consulting, investment banking, media, and entertainment. Mr. McCarthy previously served on the boards of directors of Pandora Media Inc., a music streaming company, Eventbrite, Inc., an event management company, Chegg, Inc., an education technology company, and Wealthfront, an automated investment service firm. Mr. McCarthy holds a Bachelor of Arts in History from Williams College and a Master of Business Administration in Finance from the Wharton School at the University of Pennsylvania. Our Forward Purchase Agreement and Committed Capital We believe our ability to complete our initial business combination will be enhanced by the additional security we bring by entering into a forward purchase agreement with the forward purchase investor pursuant to which the forward purchase investor has agreed to purchase, in the aggregate, up to $50,000,000 of forward purchase units. Each forward purchase unit will consist of one Class A ordinary share, or a forward purchase share, and one-fifth of one warrant to purchase one Class A ordinary share, or a forward purchase warrant, at a purchase price of $10.00 per unit, and will be sold in a private placement concurrently with the closing of our initial business combination. The amount of forward purchase units sold pursuant to the forward purchase agreement will be subject to the forward purchase investor s sole discretion. The forward purchase shares will generally be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will be entitled to certain registration rights, as described herein. The forward purchase warrants will have the same terms as the private placement warrants so long as they are held by the forward purchase investor or its permitted assignees and transferees. We believe our committed capital ensures alignment with shareholders and will make us more attractive to a potential business combination target. Our Business Strategy Our acquisition and value creation strategy is to identify, acquire and after our initial business combination serve as a trusted, long-term partner to accelerate a company s growth in the public markets. Our Founders and the MSD Partners investment team have had success in investing across the public and private markets, scaling businesses, and generating long-term value for shareholders. We believe that leveraging our strengths, specifically our team s deep network, sector-specific expertise, and operational proficiency, will enable us to identify a range of attractive partnership opportunities for the company. 6 Table of Contents We believe MSDAC can leverage its strengths to bring to market a best-in-class publicly traded asset: Unparalleled relationships and experience across high-growth industries: Mr. Lemkau s experience leading the Investment Banking Division of Goldman Sachs provides MSDAC with an extensive relationship network of corporations, entrepreneurs, management teams, private equity firms, growth equity investors, and venture capital firms. He has led a variety of prominent transactions for leading companies in high-growth sectors such as technology, media, and healthcare. Mr. Phelan and the MSD Partners team have a 22-year history of investing across companies capital structures at various stages of their life cycle. Mr. Phelan and MSD Partners have built extensive and deep relationships with public and private companies, management teams, entrepreneurs, venture capital, growth equity, private equity, public equity, and other institutional investors. These relationships have resulted in equity and credit investments in companies that have spanned many industries and different stages of growth, including the Dell Technologies go-private, Nginx, Workday, Palantir Technologies, Docusign, Ultimate Fighting Championship, WIRB Copernicus Group, DiscoverOrg (ZoomInfo), Airbnb, Owl Rock, and Hayward Holdings. Track record of value creation: MSD Partners and MSD Capital together have over two decades of investment experience and have generated billions of dollars of investment profits. We believe we will benefit from MSD Partners strong reputation in the marketplace and institutional platform with experienced investment, risk management, and infrastructure personnel. MSD Partners has extensive experience across high-growth sectors, including technology and media. We are further differentiated by Mr. Lemkau s experience helping establish the Growth Investing Committee of the Investment Banking Division of Goldman Sachs. Since the establishment of the Growth Investing Committee, the Investment Banking Division of Goldman Sachs has made multiple pre-IPO investments in high-growth and technology companies. Reputation as a partner of choice: We believe that the combination of MSD Partners reputation as a trusted and value-added partner with a long-term investment horizon and deep network of relationships and the support of our Strategic Advisor, Michael Dell, position us as a preferred investment partner to management teams and founders. MSD Partners strong reputation has allowed it to cultivate relationships with entrepreneurs, management teams, private equity sponsors, venture capital sponsors, family offices, high net worth individuals, intermediaries, and former partners with whom our team has invested. Together with MSD Partners reputation as a patient and constructive investor, these relationships will enable MSDAC to identify unique transaction opportunities. Multi-strategy capabilities across MSD Partners: MSD Partners cross-asset platform and team-oriented culture have helped generate attractive investment opportunities across its investment platforms in the past. MSD Partners and MSD Capital have invested in public and private equity, public and private credit, and real estate for over 20 years. MSD Partners integrated, multi-strategy structure allows it to quickly understand business models and evaluate a diverse set of investment opportunities across industries and cycles. MSD Partners evaluates hundreds of private and public investments each year. In addition, MSD Partners has developed significant experience evaluating SPAC PIPE financing opportunities over the last five years. Since 2019 alone, MSD Partners has evaluated over 30 PIPE financing transactions for potential SPAC combinations. MSD Partners credit team has also provided financing to well-known sponsors in the growth equity and venture capital arena. We believe MSD Partners relationships with these institutions will be additive to our search for an attractive target. 7 Table of Contents Ability to effect real business transformation and growth: Our team has unique capabilities to improve business operations following a combination. MSD Partners and our management team will not only help to identify potential targets, but also to scale the business post-combination, and deploy capital thoughtfully. We believe our team s extensive operating network will be invaluable in furthering a company s growth following the completion of our initial business combination. We will offer potential targets expertise, vision, and resources to help them grow their business. We intend to improve operations through our team s network of relationships, including our Board members, management team and operational advisors expertise. Extensive public markets experience: Our team has extensive experience in helping companies successfully navigate the capital markets, particularly advising high-growth companies and executing on their transition from the private to public markets. Mr. Lemkau has assisted many high-growth and technology companies on the transition to the public markets during his tenure at Goldman Sachs. Mr. Phelan and MSD Partners have taken a long-term, private equity-like approach to the public markets, investing alongside high-quality management teams with whom we endeavor to build positive working relationships. Our Strategic Advisor and members of our Board have extensive experience leading and navigating companies through the transition from the private to public markets. Disciplined and opportunistic investment approach grounded in fundamental analysis: MSD Partners employs a rigorous, bottom-up approach to investing and underwriting. The firm prefers to be patient and disciplined in deploying capital and avoids compromising its underwriting standards. MSD Partners was founded to focus on long-term value creation, which remains a key tenet of its corporate culture today. MSD Partners mission statement states, in part, that [t]he purpose of [MSD Partners] is to make investments that consistently generate superior absolute risk-adjusted returns over the long-term. [MSD Partners evaluates] investment opportunities by utilizing multi-disciplinary frameworks of analysis to generate thoughtful and robust investment theses. [MSD Partners is] motivated by an intense curiosity to grasp the underlying truths that govern financial markets and economic behavior. [MSD Partners notes] that these truths may be contrary to the consensus view, but [MSD Partners believes] that [its] discipline as independent thinkers will allow [it] to identify these truths and secure long-term success. MSD Partners team-oriented culture is grounded in independent thinking, robust analysis, thorough diligence, and significant time spent with management. Market Opportunity We believe now is a particularly attractive time to pursue a business combination. By historical standards, the recent number of annual new public listings in the US is low, and there are currently more privately owned companies than public companies. The number of publicly traded companies on the Wilshire 5000 index in the U.S. has declined from a peak of 7,562 in 1998 to 3,445 companies as of September 30, 2020. Conversely, as of January 26, 2021, CBInsights estimates there were over 500 private technology companies globally with valuations at or over $1 billion, including 28 US companies that achieved this milestone in the fourth quarter of 2020 a historical record. Many of these companies are continuing to experience rapid growth. Companies that choose to list publicly during their growth phase stand to benefit from greater brand awareness, broader capital markets access, added certainty around funding growth initiatives, additional means to incentivize employees, a currency to facilitate growth via acquisitions, and an ability to partner with and select key shareholders when they go public. Despite this, many emerging companies are hesitant to approach the initial public offering process as it requires significant time from the management team and financial commitment from the company. 8 Table of Contents Our Acquisition Criteria We believe our investment philosophy s core pillars will resonate with public market investors. We are focused on partnering with businesses that are well-positioned to benefit from the broad network and strategic expertise of our Founders, management team, Strategic Advisor, Board, and sponsor. Consistent with our business strategy, the following criteria and guidelines will be used when evaluating acquisition opportunities, but these criteria and guidelines are not exhaustive or absolute. While not limited to any sector, we expect our focus on high-growth companies will inevitably lead to opportunities in the technology and media sectors. We may ultimately decide to enter into an initial business combination with a target that does not meet these criteria and guidelines. Market leader with a proven business model. We will seek to acquire a scaled, multibillion-dollar business with a leading market position in its industry. We intend to prioritize companies that operate in winner takes all or winner takes most industries. We are focused on businesses that are prepared to make the transition to public markets and would potentially benefit from having a public currency to accelerate growth. Sustainable competitive advantage. As long-term investors with an extensive investment history, our team has seen many businesses and industries change over time. MSD Partners and our management team s experience has taught us that differentiated businesses with sustainable competitive advantages or moats are best positioned to grow, withstand competition, maintain their unit economics, and create value over the long-term. Large addressable market and runway for growth. We will seek to acquire a company that has significant room to grow. We will prioritize companies that operate in large addressable markets with favorable secular tailwinds and substantial barriers to entry. Ideally, we prefer a business at the front end of the disruption curve in its market which will fuel a positive long-term growth trajectory. Robust economic model with predictable, recurring revenue. We will focus on acquiring a business with predictable and recurring revenue streams and profit margins, with limited sensitivity to macroeconomic cycles. Our ideal target businesses will have strong unit economics, thereby demonstrating an opportunity to generate healthy and sustainable returns on invested capital over time, and the potential to grow into free cash flow compounders. Strong management team. We will seek to acquire a company with a world-class management team with a proven track record of value creation for investors. We believe that entrepreneurial, economically aligned, and operationally savvy management teams are best positioned to generate outsized returns for shareholders. Our Acquisition Process In evaluating a potential target business, we expect to conduct a comprehensive due diligence review to seek to determine a company s quality and its intrinsic value. That due diligence review may include, among other things, financial statement analysis, detailed document reviews, multiple meetings with management, consultations with relevant industry experts, competitors, customers and suppliers, as well as a review of additional information that we will seek to obtain as part of our analysis of a target company. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, management team, or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, management team or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or an independent accounting firm that such an initial business combination is fair to our company and unaffiliated shareholders from a financial point of view. 9 Table of Contents The Strategic Advisor is the Chairman and Chief Executive Officer of Dell Technologies. We do not intend to pursue an initial business combination with a company that is in a business directly related to any of the principal businesses in which Dell Technologies operates. Members of our management team may directly or indirectly own our ordinary shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each member of our management team may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Each of our directors, our management team, and our Strategic Advisor presently has and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such individual is or will be required to present a business combination opportunity. Accordingly, if any of our management team, directors, or Strategic Advisor becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our management team, directors, or Strategic Advisor will materially affect our ability to complete our initial business combination. Our Founders, management team, sponsor, directors, and Strategic Advisor may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our Founders, sponsor, management team, directors, and Strategic Advisor are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Initial Business Combination We must consummate our initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting commissions held in trust and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm with respect to the satisfaction of such criteria. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own or acquire shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business 10 Table of Contents combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In such cases, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired by us is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. We may, at our option, pursue an acquisition opportunity jointly with one or more entities affiliated with MSD Capital, MSD Partners and/or one or more investors in funds managed by MSD Partners, which we refer to as an Affiliated Joint Acquisition. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a specified future issuance throughout this prospectus. The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. This is not an offer for any specified future issuance. Pursuant to the anti-dilution provisions of our Class B ordinary shares, any such specified future issuance would result in an adjustment to the conversion ratio such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all ordinary shares outstanding upon completion of this offering plus all shares issued in the specified future issuance, unless the holders of a majority of the then-outstanding Class B ordinary shares agreed to waive such adjustment with respect to the specified future issuance at the time thereof. We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our ordinary shares. We will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information Our executive offices are located at 645 Fifth Avenue, 21st Floor, New York, New York 10022 and our telephone number is (212) 303-1650. Upon completion of this offering, our corporate website address will be www.msdacquisitioncorp.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus forms a part. You should not rely on any such information in making your decision whether to invest in our securities. 11 Table of Contents We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. 12 Table of Contents The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 50,000,000 units (or 57,500,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-fifth of one redeemable warrant. Proposed Nasdaq symbols Units: MSDAU Class A ordinary shares: MSDA Warrants: MSDAW Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. 13 Table of Contents Units: Number outstanding before this offering 0 Number outstanding after this offering 50,000,000(1) Ordinary shares: Number outstanding before this offering 14,375,000(2)(3) Number outstanding after this offering 62,500,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 8,333,333(1) Number of warrants to be outstanding after this offering and the private placement 18,333,333(1)(5) Exercisability Each whole warrant sold in this offering is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-fifth of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies that contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. The forward purchase warrants will be exercisable on the same terms as the private placement warrants. ____________ (1) Assumes no exercise of the underwriters over-allotment option and the corresponding forfeiture of 1,875,000 founder shares. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (3) Includes up to 1,875,000 founder shares that are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. (4) Includes 50,000,000 public shares and 12,500,000 founder shares, assuming 1,875,000 founder shares have been forfeited. (5) Includes 10,000,000 public warrants included in the units sold in this offering and 8,333,333 private placement warrants to be sold in the private placement. 14 Table of Contents Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination (other than the forward purchase securities) at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). 15 Table of Contents We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants (including the forward purchase warrants) become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants and the forward purchase warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and 16 Table of Contents if, and only if, the last reported sales price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Warrants Anti-dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants or forward purchase warrants will be redeemable by us so long as they are held by our sponsor or the forward purchase investor, as applicable, or their respective permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants (including the forward purchase warrants) become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant; upon a minimum of 30 days prior written notice of redemption; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Warrants Anti-dilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and 17 Table of Contents if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Warrants Anti-dilution Adjustments ), the private placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Warrants. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume-weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Warrants for additional information. Forward purchase agreement Prior to the consummation of this offering, we will enter into a forward purchase agreement with the forward purchase investor pursuant to which the forward purchase investor has agreed to purchase up to $50,000,000 of forward purchase units. Each forward purchase unit will consist of one Class A ordinary share and one-fifth of one warrant to purchase one Class A ordinary share, and will be sold at a purchase price of $10.00 per unit in a private placement concurrently with the closing of our initial business combination. The obligations of the forward purchase investor under the forward purchase agreement do not depend on whether any Class A ordinary shares held by public shareholders are redeemed by us and the amount of forward purchase units sold pursuant to the forward purchase agreement will be subject to the forward purchase investor s sole discretion. 18 Table of Contents The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. The forward purchase shares will generally be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will be entitled to certain registration rights, as described herein. The forward purchase warrants will have the same terms as the private placement warrants so long as they are held by the forward purchase investor or its permitted assignees and transferees. We have agreed to provide the holders of forward purchase securities with certain registration rights. Please see Description of Securities Registration Rights. Founder shares On February 11, 2021, we issued to our sponsor 14,375,000 founder shares in exchange for a capital contribution of $25,000, or approximately $0.002 per share. In February 2021, our sponsor transferred 50,000 founder shares to each of our independent director nominees. These 150,000 shares will not be subject to forfeiture in the event that the underwriters over-allotment option is not exercised. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our initial shareholders (and their permitted transferees), on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 1,875,000 founder shares held by our sponsor are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to the completion of our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; 19 Table of Contents our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold, (ii) waive their redemption rights with respect to any founder shares and any public shares purchased during or after this offering in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 18,750,000, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 3,125,000, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 50,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; 20 Table of Contents the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our sponsor and our management team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and management team with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation of this offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination, any private placement warrants issued to our sponsor, members of our management team or any of their affiliates upon conversion of working capital loans and the forward purchase securities. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. 21 Table of Contents Appointment of directors; Voting rights Prior to the completion of our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by holders representing at least two-thirds of our outstanding Class B ordinary shares. Our amended and restated memorandum and articles of association will provide that our board of directors will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase 8,333,333 private placement warrants (or 9,333,333 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($12,500,000 in the aggregate or $14,000,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not consummate an initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Warrants Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. The forward purchase warrants will have the same terms as the private placement warrants so long as they are held by the forward purchase investor or its permitted assignees and transferees. 22 Table of Contents Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the historical fair market value over the exercise price of the warrants by (y) the historical fair market value. The historical fair market value will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or the forward purchase investor, as applicable, or their respective permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $500,000,000, or $575,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and approximately $1,500,000 will be used to pay expenses in connection with the closing of this offering and approximately $1,000,000 will be used for working capital following this offering. The proceeds to be placed in the trust account include $17,500,000 (or $20,125,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. 23 Table of Contents Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest income, if any, to pay our income taxes, if any. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $500,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,500,000 in expenses relating to this offering; and 24 Table of Contents any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test, provided that in the event that the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. 25 Table of Contents Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to the completion of our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If our sponsor, directors, executive officers, advisors or their affiliates engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing 26 Table of Contents of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. 27 Table of Contents Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. 28 Table of Contents If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. In such case, our sponsor and our management team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 18,750,000, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 3,125,000, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 50,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. 29 Table of Contents Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. 30 Table of Contents Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-business combination businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. 31 Table of Contents Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. 32 Table of Contents Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for office space, administrative support and other services provided to us by our sponsor, in the amount of up to $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination company at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to the completion of our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. 33 Table of Contents Audit committee We will establish and maintain an audit committee, which will comply with Nasdaq s independence requirements. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. 34 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001847037_khosla_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001847037_khosla_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d38cd9571cef5a6fac706355608b02743d5e4e7f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001847037_khosla_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to we, us, our, company or our company are to Khosla Ventures Acquisition Co. IV, and references to: amended and restated certificate of incorporation refers to our amended and restated certificate of incorporation to be entered into at the closing of this offering; Class B founder shares are to shares of our Class B common stock initially issued to our sponsor in a private placement prior to this offering and the shares of our Class A common stock that will be issued upon the automatic conversion of the shares of our Class B common stock at the time of our initial business combination (for the avoidance of doubt, such shares of our Class A common stock will not be public shares ); Class K founder shares are to our shares of Class K common stock sold to our sponsor in a private placement prior to the closing of this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class K common stock only to the extent certain triggering events occur prior to the 10th anniversary of our initial business combination, including specified strategic transactions and other triggering events based on our stock trading at $20.00 per share and additional stock trading thresholds up to $30.00 per share, in each case, as described in this prospectus (for the avoidance of doubt, such shares of Class A common stock will not be public shares ); common stock are to our Class A common stock, our Class B common stock and our Class K common stock, collectively; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in connection with our initial business combination including but not limited to a private placement of equity or debt; founder shares are to our Class B founder shares and Class K founder shares; forward-purchase shares are to shares of our Class A common stock to be issued to the Khosla Entities pursuant to the forward-purchase agreement; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering; Khosla are to Khosla Ventures, a leading venture capital firm that invests in high technology companies; Khosla Entities are to our sponsor and any successors or assigns of our sponsor, if any, under the forward-purchase agreement; management or management team are to our executive officers and directors; period to consummate the initial business combination are to the period within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering; Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED AUGUST 4, 2021 PRELIMINARY PROSPECTUS Khosla Ventures Acquisition Co. IV $200,000,000 20,000,000 Shares of Class A Common Stock Khosla Ventures Acquisition Co. IV is a newly incorporated blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to focus our search for a target business addressing a large market opportunity with a highly differentiated, proprietary technology. This is an initial public offering of shares of our Class A common stock, par value $0.0001 per share, which we refer to as our public shares, at an initial public offering price per share of $10.00. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional public shares to cover over-allotments, if any. Unlike other initial public offerings of special purpose acquisition companies, investors in this offering will not receive any warrants (which would typically become exercisable following completion of our initial business combination). We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described herein. If we have not completed an initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Khosla Ventures SPAC Sponsor IV LLC (our sponsor ), has agreed to purchase 700,000 shares of Class A common stock (or 760,000 shares of Class A common stock if the underwriters over-allotment option is exercised in full), at a price of $10.00 per share, in a private placement to occur concurrently with the closing of this offering. The private placement shares are identical to the shares of Class A common stock sold in this offering, subject to certain limited exceptions as described in this prospectus. Our sponsor currently owns 5,000,000 shares of our Class B common stock. We refer to these shares of Class B common stock throughout this prospectus as the Class B founder shares. The Class B founder shares will automatically convert into shares of Class A common stock on the first business day following the completion of our initial business combination, at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Class B founder shares will equal, in the aggregate on an as-converted basis, 15% of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B founder shares plus (iii) unless waived by our sponsor, the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial business combination and (y) any shares of Class A common stock issuable upon conversion of the Class K founder shares and (z) any private placement shares. Prior to our initial business combination, only holders of shares of our Class B common stock will be entitled to vote on the appointment of directors. Our sponsor also owns 5,000,000 shares of our Class K common stock. We refer to these shares of Class K common stock throughout this prospectus as the Class K founder shares, and we refer to these collectively with the Class B founder shares throughout this prospectus as the founder shares. Our shares of Class K common stock are non-voting and will convert into shares of Class A common stock after our initial business combination only to the extent certain triggering events occur prior to the 10th anniversary of our initial business combination including three equal triggering events based on our stock trading at $20.00, $25.00 and $30.00 per share following the first anniversary of the closing of our initial business combination and also upon specified strategic transactions, in each case, as described in this prospectus. The Class K founder shares will be convertible into shares of Class A common stock at a ratio such that the number of shares of Class A common stock issuable upon conversion of all founder shares (including both Class B founder shares and Class K founder shares) would equal, in the aggregate on an as-converted basis, 20%, 25% and 30% (based on varying triggers as discussed in more detail in this prospectus) of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B founder shares and Class K founder shares plus (iii) unless waived by our sponsor, the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial business combination and (y) any private placement shares. Prior to our initial business combination, only holders of shares of our Class B common stock will be entitled to vote on the appointment of directors. Table of Contents A LETTER FROM OUR TEAM At Khosla Ventures Acquisition Co. IV (and at Khosla Ventures), we fundamentally believe that large problems require technology solutions as multipliers of resources. We believe that change depends on unreasonable people. We aim for revolutionary success, thrive on technological risk, and have the courage to ignore conventional wisdom as we invest in the future of reinvention. Seven hundred million (or so) people live a rich lifestyle that seven billion people on this planet want. This desirable lifestyle is rich in energy, housing, healthcare, education, food, entertainment, and a clean environment. We believe that technology is required to meet this demand since increasing the supply of input components with current approaches would destroy the planet. We cannot simply increase the number of power plants, buildings, doctors, etc by an order magnitude without depleting the world. Thus, societal reinvention requires resource multiplication in the form of new technologies. Technology, though not sufficient, is necessary and we strive to help entrepreneurs drive this large social change profitably. Technology based economic disruption in major segments of GDP is our business charter. We believe this reinvention will be non-institutional given its inherent lack of certainty. Large corporations allocate capital in a risk-averse fashion which attenuates the impact of success. As a result, the largest innovations over the past half century have come from entrepreneurs. Thus, we believe reinvention requires non-linear thinking from entrepreneurial aspirations that have been allocated risk capital. As unusual as this seems, few large innovations in the last forty years have, in our opinion, been driven by institutions or traditional players. Amazon, not Walmart innovated retail. SpaceX and Rocketlabs, not Boeing or Lockheed innovated space. Twitter, Facebook, Youtube and Netflix, not CBS, NBC, Fox, or The New York Times innovated media. Genentech, not pharma companies, innovated biotechnology. Square, not American Express, innovated small business. Tesla and Waymo, not GM or VW, innovated automotive. AirBnB, not Hilton, innovated hotels. Doordash and Instacart, not Fedex or UPS, innovated delivery. Uber, not limo or taxi companies, innovated transit. Quantumscape, not Samsung or LG, innovated electric vehicle batteries. Impossible, not ADM innovated plant proteins. Healthcare innovation is essentially a startup world. As we have discussed for many years, we believe there is large wealth creation and social good opportunities in this transformation of global GDP. Although the reinvented future is not knowable, it is inevitable, inventable and discoverable through iterative refinement, a process that few are familiar with and that provides us an advantage. The mission of Khosla Ventures is to help entrepreneurs invent this future by investing in and assisting strong entrepreneurs and technologies. As George Bernard Shaw espouses, reasonable people adapt themselves to the world while the unreasonable person adapts the world to them. Human progress depends on the unreasonable person. More notably, as technology optimists, we believe that what can be imagined technologically can be invented entrepreneurially. This notion underpins the conviction in the Khosla Ventures approach. Khosla Ventures seek out high-impact innovations Black Swans with significant upside beyond the realm of normal expectations and Khosla Ventures has a track record of finding them. Khosla Ventures seeks out unfair advantages: proprietary and protected technological advances, business model innovations, unique partnerships, and top-notch engineered teams. Technology and new inventions have always shaped the human world, and have disrupted the way we live and work, and yet we are only at the beginning of an even larger cycle of innovation and disruption. Our team are among the few in the pole position for this race because of our experience with technology development and commercialization. We believe the future belongs to the dreamers who think of these unreasonable possibilities, who aren t afraid of the high level of uncertainty, and who take bold and radical risks. We believe what can be imagined technologically can be invented. Non-institutional reinvention is a powerful means of increasing innovation, sustainable abundance, and eventually, accessibility. It all comes down to the fact that institutions extrapolate the past to predict the future, instead of reinventing the future the way entrepreneurs are able to. Table of Contents private placement shares are to the shares to be issued to our sponsor in a private placement simultaneously with the closing of this offering (which private placement shares are identical to the shares sold in this offering, subject to certain limited exceptions as described in this prospectus) (for the avoidance of doubt, such private placement shares will not be public shares ); public shares are to shares of our Class A common stock sold in this offering; public stockholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public stockholder will only exist with respect to such public shares; specified future issuance are to an issuance of a class of equity or equity-linked securities to specified purchasers that we may determine to make in connection with financing our initial business combination; sponsor are to Khosla Ventures SPAC Sponsor IV LLC, a Delaware limited liability company, in which certain of our officers and directors are beneficial owners; and Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Table of Contents We have entered into a forward-purchase agreement pursuant to which our sponsor (together, with any permitted transferees under the forward purchase agreement, the Khosla Entities ) have agreed to purchase an aggregate of up to 1,000,000 shares of our Class A common stock (the forward-purchase shares ) for $10.00 per share, or an aggregate maximum amount of $10,000,000, in a private placement that would close simultaneously with the closing of our initial business combination. The proceeds from the sale of these forward-purchase shares, together with the amounts available to us from the trust account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by us in connection with the business combination, will be used to satisfy the cash requirements of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the trust account and other financing are sufficient for such cash requirements, the Khosla Entities may purchase less than 1,000,000 forward-purchase shares. The forward-purchase shares would be identical to the public shares being sold in this offering, except the forward-purchase shares would be subject to transfer restrictions and certain registration rights, as described herein. Currently, there is no public market for our public shares. We have applied to have our public shares listed on the Nasdaq Capital Market ( Nasdaq ) under the symbol KVSD on or promptly after the date of this prospectus. We cannot guarantee that our public shares will be approved for listing on Nasdaq. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 38 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ 10.00 $ 200,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 11,000,000 Proceeds, before expenses, to Khosla Ventures Acquisition Co. IV $ 9.45 $ 189,000,000 (1) Includes $0.35 per share, or $7,000,000 (or up to $8,050,000 if the underwriters over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only upon the completion of an initial business combination, as described in this prospectus. See the section of this prospectus entitled Underwriting for a description of compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement shares described in this prospectus, $200.0 million or $230.0 million if the underwriters over-allotment option is exercised in full ($10.00 per share in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company, acting as trustee, and approximately $3.0 million will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released until the earliest to occur of: (a) the completion of our initial business combination; (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering, or (ii) with respect to any other provisions relating to stockholders rights or pre-initial business combination activity; and (c) the redemption of all of our public shares if we have not completed our initial business combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the public shares for sale on a firm commitment basis. The underwriters expect to deliver the public shares to the purchasers on or about , 2021. Book-Running Managers Goldman Sachs & Co. LLC Piper Sandler The date of this prospectus is , 2021 Table of Contents Most importantly, we believe that society is ripe for reinvention. New breakthroughs are plentiful given the tools of innovation that are reducing the costs of experimentation. Furthermore, the efficacy and abundance of these tools are also increasing. We believe that artificial intelligence, 3D manufacturing, CRISPR/Cas9, quantum computing, robotics, software, and dematerialization (to name a few) will be used as instruments of change and combined in novel ways leading to a hypercycle of innovation. Combined with older innovations such as the internet, cloud computing, open source software, and sensors, the universe of combinations is vast making our imaginations the limiting factor. The immediate implications of these tools bring the future within striking distance. We believe that sectors such as healthcare will be completely transformed. For instance, almost eighty percent of a doctor s labor will be automated by artificial intelligence. We realize that within a few years an oncologist is likely to be much easier to automate with AI than a nurse or a factory worker. This not only increases the human factor for patients, but fundamentally changes the entire notion of the practice of medicine to the science of medicine . We will no longer require patients to become symptomatic with Alzheimers and Diabetes as predictive tools are added to our arsenal. It is arcane that most cardiac disease is discovered in America when a patient has a heart attack when the disease likely started a decade earlier. We will and are trying to detect these diseases when they start a decade(s) earlier. Furthermore, we believe that industries viewed as ossified by conventional wisdom will be upended. Manufacturing will witness a dematerialization revolution with 3D printed homes with new materials that require less material but are more structurally cheaper and better. Inverting the supply chain from the far east with automation and $2/hour labor with robotics and AI will be a dominant trend. Even food and agriculture from proteins to greenhouses, will be revolutionized as new food production mechanisms reduce animal husbandry and attenuate the effects of greenhouse gases. From cement to aviation fuel to fusion reactors are all being reinvented. Taken together, Khosla Ventures is more impassioned than ever about investing in the future and the wealth creation and impact it portends. By implementing this core thesis for almost two decades, not only have we been guided to financial success, but more importantly, significant impact on society. Our team is focused on acquiring a company that fits within our core thesis as described above. Although there can be no assurance that we will acquire a company that meets all of the above criteria as discussed in the Risk Factors , we expect this offering will enable us to acquire and partner with bold companies consistent with our vision of the future to reinvent society. Vinod Khosla Founder, Khosla Ventures Acquisition Co. IV and Managing Director, Khosla Ventures Table of Contents Our Company General We are a newly organized blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. Our sponsor is affiliated with Khosla Ventures, LLC. Khosla Ventures manages a series of venture capital funds (such venture capital funds, along with Khosla Ventures, LLC, the firm or Khosla Ventures ) that make early stage venture capital investments and provide strategic advice to entrepreneurs building companies with lasting significance. The firm was founded in 2004 by Vinod Khosla, co-founder of Sun Microsystems. With over $14.5 billion dollars of assets under management as of December 31, 2020, the firm focuses on a broad range of sectors including consumer, enterprise, financial services, health, artificial intelligence, agriculture/food, sustainable energy, space, 3D printing, VR/AR and robotics. The founding team of Vinod Khosla, Samir Kaul and David Weiden have been working together for over 15 years and recently raised a new family of funds at the end of 2020. The mission of Khosla Ventures is to be bold, early and impactful . The Khosla Ventures team considers themselves to be technology optimists that believe, with time and focus, what can be imagined technologically reasonably can be invented. Khosla Ventures believes that we are only at the beginning of a new era of technology enabled inventions that will shape the human world and disrupt the way we live and work, with innovation in the areas of food, digitization, robotics, artificial intelligence, as a few examples, having the potential to achieve food abundance, reshape cities, knit humanity, and enhance human capability exponentially. Khosla Ventures seeks to partner with exceptional entrepreneurs leveraging technology to reinvent these big societal needs, and they have created a significant amount of value for their investors over 15+ years by doing so. We intend to pursue opportunities with private, high-quality growth companies addressing large market opportunities with highly differentiated, proprietary technology. We will use our management team s decades of combined experience in sourcing transactions, understanding and conducting due diligence on new breakthrough technologies and developing management teams in order to seek to identify and negotiate a combination with an exceptional business. Our management team has deep expertise across the following industries: food/agriculture, artificial intelligence, consumer, enterprise software, financial services, health, materials, robotics, space, energy storage, and transportation. Our expectation is that our ultimate target will be a category defining company that is leveraging disruptive technology in large and established markets led by exceptional management teams. Khosla Ventures has a long track record of successfully investing early in category defining companies traditionally funded by venture capital firms across multiple industry verticals such as consumer (Doordash, Instacart, Opendoor), enterprise software (RingCentral, Okta, Nutanix and Gitlab), financial services (Square, Affirm and Stripe) and health (Guardant Health and Oscar). Additionally, Khosla Ventures has a long and successful track record of identifying large and attractive markets typically ignored or underinvested by venture capital and successfully identifying, investing early, incubating and / or building successful companies in these segments such as food & agriculture (Impossible Foods), robotics (Berkshire Grey), batteries (QuantumScape) and space (Rocketlab). Khosla Ventures has incubated companies with Nobel Prize winners Shuji Nakamura (Physics, 2014) of Soraa, an LED lighting technology company that spun off SLD Laser, which was subsequently acquired for approximately $500 million by Kyocera, and Frances Arnold (Chemistry, 2018) of Gevo, a biofuel technology company that resulted in an IPO. In addition, prior to forming Khosla Ventures, Table of Contents Mr. Khosla seeded the Grameen Bank with Mohammed Yunus (Nobel Prize for Peace, 2006), and Mr. Kaul incubated Helicos BioSciences, advised by Steven Chu (Nobel Prize for Physics, 1997) which also resulted in an IPO. We believe that this background and experience, along with the professional networks that our management team have developed over the past 15+ years, will allow us to source and evaluate the highest quality targets, as well as effectively negotiate a business combination with those targets. The Khosla Ventures founding team has remained consistently in place and working together over the 15+ year period of the firm s tenure. A select few of Khosla Ventures most notable investments include: Affirm (IPO, 2021), Opendoor (public via SPAC merger, 2020), DoorDash (IPO, 2020), QuantumScape (public via SPAC Merger, 2020), Guardant Health (IPO, 2018), Okta (IPO, 2017), Nutanix (IPO, 2016), Square (IPO, 2015), RingCentral (IPO, 2013), Climate Corp (acquired by Monsanto, 2013), Faire, Gitlab, Impossible Foods, Instacart, Oscar, RocketLab, Stripe, and ThoughtSpot. In total, Khosla Ventures has lead investments into companies with a current aggregate value over $400 billion, based on their public market capitalization or last reported funding round. In addition, Khosla Ventures has generated approximately $6 billion in unrealized gains as of January 31, 2021 through its investments in Affirm, Doordash, Opendoor, QuantumScape, SLDLaser, Upstart, Volterra and Wattpad. As noted above, our management team has built a unique network of relationships and has access to exceptional and visionary management teams, which we believe will be important in consummating a merger with a target. We believe that now is a particularly attractive time to pursue a business combination. Khosla Ventures has always focused on highly disruptive technology companies that are committed to changing large markets through technology. We believe the traditional IPO and direct listing processes are not designed for these types of companies to execute on their ambitious strategies. Similar to the companies Khosla Ventures has invested in previously and the business combination opportunities that we intend to pursue, we believe using a SPAC structure is a disruptive alternative to, and creates more efficiencies than, the traditional IPO approach. We also believe that because the industries in which we have particular expertise, and in which we will seek to identify a potential business combination target, are often overlooked by traditional venture capital, public equity and private equity investors, many high quality companies in these industries are not well suited to a traditional IPO, direct listing or private equity buyout transaction. Therefore, we believe our focus on these particular industries will provide unique access to the highest quality companies and management teams and a substantial number of proprietary business combination opportunities. We believe our domain expertise will make us an attractive partner for companies seeking a clear and efficient path to listing their shares with a significant degree of funding certainty. There are a large number of companies that desire to have publicly-traded shares to provide liquidity to investors and employees, create a currency for mergers and acquisitions and access to equity capital markets. We will primarily seek to combine with businesses owned by founders and minority investors, although we may consummate a transaction with businesses controlled by private equity investors or family-owned businesses, which means there is a wide universe of potential partners. We believe that we are particularly well-suited to take advantage of the conditions described above. Our management team has developed deep, long-term relationships with successful founders, operators, and directors across our target industries. Khosla Ventures has also helped many of its private portfolio investments go public, creating significant value for both founders, pre-IPO investors and public market investors alike. We believe our understanding of private deal execution and public capital markets, and valuation dynamics in both markets, make us uniquely positioned to identify and execute a business combination with a growth orientation. For example, over the last six months five Khosla Ventures portfolio companies went public via IPO or SPAC acquisition representing a total combined aggregate value of approximately $6 billion. We think that our anticipated goal of establishing a minority ownership position as a result of a business combination where we are supporting a management team in executing their vision while remaining involved as a shareholder will resonate with a broad range of potential companies. Table of Contents Our Management Team Our management team will consist of Vinod Khosla, our Founder, Samir Kaul, our Chief Executive Officer, and Peter Buckland, our CFO, who will be supported by the Khosla Ventures back office and administrative team, and our independent directors, as further described below. Mr. Khosla is an entrepreneur, investor and technologist. Prior to founding Khosla Ventures in 2004, Mr. Khosla served as a General Partner at Kleiner Perkins Caufield and Byers (KPCB) from 1986 until 2004 during which time Mr. Khosla and his partners at KPCB made significant early investments in companies such as Google, Amazon, Intuit, Netscape, AOL and Juniper Networks, among many other highly successful companies. Prior to joining KPCB, Mr. Khosla served as the founding CEO of Sun Microsystems. We believe Mr. Khosla s personal network, along with those of the other management team members, can produce a differentiated opportunity for the company. We also believe his experience investing in public and private markets makes him ideally suited for a transaction of this type. Mr. Khosla received his bachelor s degree in electrical engineering from the Indian Institute of Technology, his master s degree in biomedical engineering from Carnegie Mellon University, and his MBA from the Stanford Graduate School of Business. Mr. Kaul serves as our Chief Executive Officer. Mr. Kaul is a Founding Partner and Managing Director at Khosla Ventures, where he focuses on health, sustainability, food, and advanced technology investments. Samir led the firm s investments in Cadre, Guardant Health, Impossible Foods, Mojo Vision, View, Nutanix, Oscar, Quantumscape, and Ultima, among others. Prior to co-founding Khosla Ventures, Mr. Kaul spent five years at Flagship Ventures where he was involved in co-founding Helicos BioSciences. Mr. Kaul received his bachelor s degree in biology from the University of Michigan, his master s degree in biochemistry from University of Maryland College Park, and his MBA from Harvard Business School. Mr. Buckland serves as our CFO. Mr. Buckland is a Partner, Managing Director and COO at Khosla Ventures. Mr. Buckland has spent the last 20+ years in Silicon Valley advising founders, entrepreneurs and technology companies. Prior to joining Khosla Ventures, Mr. Buckland was a Partner at WilmerHale LLP, where he was Vice Chair of its Corporate Group and led the firm s emerging growth technology practice. Mr. Buckland received his bachelor s degrees from the University of California Santa Barbara and his JD from the University of San Francisco School of Law. In January 2021, Mr. Khosla and Mr. Kaul also founded Khosla Ventures Acquisition Co. I ( KV Acquisition I ), Khosla Ventures Acquisition Co. II ( KV Acquisition II ) and Khosla Ventures Acquisition Co. III ( KV Acquisition III ), each a blank check company incorporated for substantially similar purposes as our company. KV Acquisition I, KV Acquisition II and KV Acquisition III also plan to complete their initial public offerings in the first quarter of 2021. Mr. Khosla, our Founder; Mr. Kaul, our, President, Chief Executive Officer and director; and Mr. Buckland, our Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary, serve in the same capacities for each of KV Acquisition I, KV Acquisition II and KV Acquisition III. Our Independent Director Nominees Our efforts to seek a suitable business combination target will be complemented and augmented by the expertise and network of relationships of our directors, who each have extensive experience in business and financial matters. In addition to our seasoned management team, we have assembled a strong group of strategic board advisors. The board is expected to be comprised of Samir Kaul, Rajiv Shah, Jagdeep Singh and Kristen Garcia Dumont. These individuals bring together a breadth of operating experience, industry connectivity and proprietary access to leading companies that enhance our value proposition. Our strategic board advisors will be a driving force in our efforts to identify a target and effect a business combination, and may invest personal capital in the transaction. Table of Contents Notwithstanding our founders (including Khosla Ventures ) and management team s past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our stockholders from any
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001847127_gores_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001847127_gores_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d389443f46d7422f9184b1dc66b607d492e808c7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001847127_gores_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: Gores Guggenheim, we, us, company or our company are to Gores Guggenheim, Inc., a Delaware corporation; Guggenheim or Guggenheim Partners are to Guggenheim Capital, LLC and its controlled affiliates; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; management or our management team are to our officers and directors; sponsor are to Gores Guggenheim Sponsor LLC, a Delaware limited liability company and an affiliate of Gores and Guggenheim; initial stockholders are to holders of our founder shares prior to this offering; The Gores Group or Gores are to The Gores Group, LLC, a Delaware limited liability company; common stock are to our Class A common stock and our Class F common stock, collectively; founder shares are to shares of our Class F common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; and equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A common stock issued in connection with our initial business combination, including but not limited to a private placement of equity or debt. Each unit consists of one share of Class A common stock and one-fifth of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MARCH 18, 2021 PRELIMINARY PROSPECTUS $750,000,000 75,000,000 Units Gores Guggenheim, Inc. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-fifth of one warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriters a 45-day option to purchase up to an additional 11,250,000 units to cover over-allotments, if any. We will provide our stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to fund our regulatory compliance requirements and other costs related thereto and/or to pay our franchise and income taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares throughout this prospectus, subject to the limitations described herein. If we are unable to complete our business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to fund our regulatory compliance requirements and other costs related thereto and/or to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Gores Guggenheim Sponsor LLC. (which we refer to as our sponsor throughout this prospectus), has committed to purchase an aggregate of 8,500,000 warrants (or 9,625,000 warrants if the over-allotment option is exercised in full) at a price of $2.00 per whole warrant (approximately $17,000,000 in the aggregate, or $19,250,000 if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each whole private placement warrant is exercisable to purchase one whole share of our Class A common stock at $11.50 per share. Our sponsor purchased 21,562,500 shares of our Class F common stock (up to 2,812,500 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). We refer to these shares of Class F common stock as the founder shares throughout this prospectus. The shares of Class F common stock will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that any amount of additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the business combination, the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock issued and outstanding upon completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination). Prior to our initial business combination, only holders of shares of our Class F common stock will be entitled to vote on the election or removal of directors; provided, however, that with respect to the election of directors in connection with a meeting of our stockholders in which a business combination is submitted to our stockholders for approval, holders our Class A common stock and holders our Class F common stock, voting together as a single class, will have the exclusive right to vote for the election of directors. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Currently, there is no public market for our securities. We will have applied to have our units listed on the Nasdaq Capital Market ( Nasdaq ), under the symbol GGPIU promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC inform us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, (the SEC ), containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols GGPI and GGPIW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See the section of this prospectus entitled Risk Factors beginning on page 53 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 750,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 41,250,000 Proceeds, before expenses, to Gores Guggenheim, Inc. $ 9.45 $ 708,750,000 (1) Includes $0.35 per unit, or $26,250,000 (or up to $30,187,500 if the underwriters over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, as described in this prospectus. See the section of this prospectus entitled Underwriting. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $750.0 million or $862.5 million if the underwriters over-allotment option is exercised in full ($10.00 per unit) will be deposited into a U.S.-based trust account with Computershare Trust Company, N.A. acting as trustee, and $2.0 million will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Except with respect to up to $900,000 per year of interest earned on the funds held in the trust account that may be released to us to fund our regulatory compliance requirements and other costs related thereto, plus additional amounts to pay our franchise and income tax obligations, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest to occur of (a) the completion of our initial business combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to stockholders rights or pre-initial business combination activity and (c) the redemption of all of our public shares if we are unable to complete our business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Deutsche Bank Securities Citigroup Morgan Stanley , 2021 Table of Contents Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. Our sponsor is jointly controlled by affiliates of each of The Gores Group and Guggenheim. While we may pursue an acquisition opportunity in any business industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and manage a business that can benefit from our expertise, as members of our management team have done in diverse sectors, including industrials, technology, telecommunications, media and entertainment, business services, healthcare, financial services and consumer products. We believe that our management team is well positioned to identify high quality acquisition opportunities in the marketplace and that our contacts and transaction sources, ranging from owners and directors of private and public companies, private equity funds, investment bankers, lenders, attorneys, accountants and other trusted advisors across various sectors, will allow us to generate attractive acquisition opportunities. Our team is led by Alec Gores, our Chairman, Mark Stone, our Chief Executive Officer and Andrew Rosenfield, our President, who collectively have more than 125 years of experience as entrepreneurs, operators and private equity investors. Over the course of their careers, Mr. Gores, Mr. Stone, Mr. Rosenfield and their respective teams have significant investment experience in companies through varying macroeconomic environments. Alec Gores is the Founder, Chairman and Chief Executive Officer of The Gores Group, a global investment firm focused on acquiring businesses that can benefit from the firm s extensive industry knowledge and decades long experience. Mr. Gores began his career as a self-made entrepreneur and operating executive, when in 1978, he self-funded and founded Executive Business Systems (EBS), a developer and distributor of vertical business software systems. Within seven years, EBS had become a leading value-added reseller in Michigan and sold to CONTEL. Mr. Gores subsequently began acquiring and operating non-core businesses from major corporations and building value in those entities, a decision that ultimately led to the founding of what has evolved into The Gores Group today. Mr. Gores pioneered an operational approach to private equity investing when he founded The Gores Group in 1987 by operating businesses alongside management to build value in those entities. Together with a team of operations professionals spanning key business functional areas, as well as dedicated investment origination and mergers and acquisitions professionals, Mr. Gores developed a formula that led to numerous marquee investments and business transformations, with a strong focus on carve-out acquisitions from large corporate transaction partners, including: The Learning Company from Mattel Corporation; Table of Contents VeriFone from Hewlett-Packard Company; Micron PC from Micron Electronics, Inc.; Sagem Communications from the Safran Group; Stock Building Supply from Wolseley plc; The broadcast communications division from Harris Corporation; The electronics power systems business from TE Connectivity Ltd.; Elo Touch Solutions from TE Connectivity Ltd.; Therakos from Johnson & Johnson; and Brand-Rex from Honeywell International, Inc. In 2015, Mr. Gores launched the first blank check company sponsored by an affiliate of The Gores Group, which subsequently completed a business combination with Hostess Brands, Inc. To date, Mr. Gores and affiliates of The Gores Group have completed five business combinations representing over $25 billion in transaction value and in February 2021, announced their sixth business combination, Matterport. Gores strategy is to identify and complete business combinations with differentiated, market leading companies with strong equity stories that will benefit from the growth capital of the public equity markets and be enhanced by the experience and expertise of Gores long history and track record of investing in and operating businesses for over 35 years. Gores Guggenheim is the thirteenth blank check vehicle sponsored by an affiliate of The Gores Group and will implement a similar strategy. Guggenheim Partners is a global investment and advisory firm with more than $310 billion in assets under management2 and a track record of delivering results through innovative solutions. The firm has more than 2,400 professionals located in offices in New York, Chicago, Los Angeles, Tokyo, London and other cities in the United States, Europe, Asia and the Middle East. Guggenheim s commitment is to advance the strategic interests of its clients and to deliver long-term results with excellence and integrity. It helps governments, institutions, and individuals address complex financial challenges, identify opportunity, and achieve their long-term objective through two principal businesses: Guggenheim Investments is a premier global asset management and investment advisory firm with expertise in fixed income, equity and alternative strategy solutions. It focuses on the return and risk needs of insurance companies, corporate and public pension funds, sovereign wealth funds, endowments and foundations, consultants, wealth managers, and high-net-worth investors. Guggenheim Securities is a full-service investment banking and capital markets business with advisory, financing, sales and trading, and research capabilities. Guggenheim Securities has become one of the leading M&A and restructuring advisors in the U.S. and has developed scale financing solutions across public and private fixed income and equity markets. We believe Guggenheim Partners extensive global network of relationships, deep knowledge of the financial services industry, transaction execution experience and deal sourcing capabilities will provide us with significant advantages as we pursue an initial business combination. 2 Assets under management are as of December 31, 2020 and include consulting services for clients whose assets are valued at approximately $70 billion. Table of Contents Our team, led by Alec Gores, Mark Stone and Andrew Rosenfield and including Andrew McBride, has in the aggregate over 125 years of combined operational, financial, investment and transactional experience involving a diverse group of businesses, and we intend to focus on industries or sectors offering high quality acquisition opportunities that can benefit from our expertise. Messrs. Gores, Stone, Rosenfield and McBride possess complementary skills and experience encompassing all aspects of the investment process, including sourcing, due diligence, valuation, structuring, financing, negotiation, execution, strategy development, operations management and investment realization. In June 2015, Mr. Gores founded Gores Holdings, Inc. ( Gores Holding I ), a blank check company formed for substantially similar purposes as our company. Mr. Stone served as Chief Executive Officer of Gores Holdings I. Gores Holdings I completed its initial public offering in August 2015, in which it sold 37,500,000 units, each consisting of one share of Gores Holdings I common stock and one warrant to purchase one-half of one share of Gores Holdings I common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $375,000,000. Gores Holdings I completed its business combination with Hostess Brands, Inc. ( Hostess ) in November 2016, in which it contributed approximately $725 million to Hostess (consisting of $375 million in proceeds from the initial public offering and a simultaneous private placement, plus approximately $350 million in proceeds from an additional private placement completed at the time of the initial business combination). Hostess is one of the largest manufacturers and marketers of sweet baked goods including Twinkies , Ding Dongs , Ho Hos , Donettes and a variety of new and classic treats. Hostess s Class A common stock is traded on Nasdaq under the symbol TWNK and its warrants are traded under the symbol TWNKW . In August 2016, Mr. Gores founded Gores Holdings II, Inc. ( Gores Holdings II ), a blank check company formed for substantially similar purposes as our company and Gores Holdings I. Additionally, Mr. Stone served as Chief Executive Officer, and Mr. McBride served as Chief Financial Officer of Gores Holdings II. Gores Holdings II completed its initial public offering in January 2017, in which it sold 40,000,000 units, each consisting of one share of Gores Holdings II common stock and one-third of one warrant to purchase one share of Gores Holdings II common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $400,000,000. Gores Holdings II completed its business combination with Verra Mobility Corporation ( Verra ) (formerly known as American Traffic Solutions, Inc.) in October 2018, in which it contributed approximately $800 million to Verra (consisting of $400 million in proceeds from the initial public offering and a simultaneous private placement, plus approximately $400 million in proceeds from an additional private placement completed at the time of the initial business combination). Verra is a global leader in smart mobility and provides traffic safety, mobility, and compliance solutions for state and local governments, commercial fleets, and rental car companies in North America. Verra s Class A common stock is traded on Nasdaq under the symbol VRRM . In October 2017, Mr. Gores founded Gores Holdings III, Inc. ( Gores Holdings III ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I and Gores Holdings II. Additionally, Mr. Stone served as Chief Executive Officer, and Mr. McBride served as the Chief Financial Officer of Gores Holdings III. Gores Holdings III completed its initial public offering in September 2018, in which it sold 40,000,000 units, each consisting of one share of Gores Holdings III common stock and one-third of one warrant to purchase one share of Gores Holdings III common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $400,000,000. Gores Holdings III completed its business combination with Platinum Equity portfolio company ( PAE ) in February 2020, in which it contributed Table of Contents approximately $620 million to PAE (consisting of $400 million in proceeds from the initial public offering and a simultaneous private placement, plus approximately $220 million in proceeds from an additional private placement completed at the time of the initial business combination). PAE is a leading provider of mission-critical services to the U.S. government, armed forces and international customers. PAE s common stock and warrants are traded on Nasdaq under the symbols PAE and PAEWW , respectively. In August 2018, Mr. Gores, together with Dean Metropoulos, a private investor specializing in investments in the consumer branded products industries, founded Gores Metropoulos, Inc. ( Gores Metropoulos ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II and Gores Holdings III. Gores Metropoulos completed its initial public offering in February 2019, in which it sold 40,000,000 units, each consisting of one share of Gores Metropoulos common stock and one-third of one warrant to purchase one share of Gores Metropoulos common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $400,000,000. Mr. McBride, our Chief Financial Officer, served as Chief Financial Officer of Gores Metropoulos. Gores Metropoulos completed its business combination with Luminar Technologies, Inc. ( Luminar ) in December 2020 in which it contributed approximately $406 million to Luminar (consisting of proceeds from the initial public offering and a simultaneous private placement). Luminar is a global leader in automotive lidar technology powering the introduction of highway autonomy. Luminar s common stock and warrants are traded on Nasdaq under the symbols LAZR and LAZRW, respectively. Mr. Gores continues to serve as a director of Luminar. In July 2019, Mr. Gores founded Gores Holdings IV, Inc. ( Gores Holdings IV ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III and Gores Metropoulos. Additionally, Mr. Stone served as Chief Executive Officer, and Mr. McBride served as Chief Financial Officer of Gores Holdings IV. Gores Holdings IV completed its initial public offering in January 2020, in which it sold 42,500,000 units, each consisting of one share of Gores Holdings IV common stock and one-fourth of one warrant to purchase one share of Gores Holdings IV common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $425,000,000. Gores Holdings IV completed its business combination with United Wholesale Mortgage ( UWM ) in January 2021, in which it contributed approximately $895 million to UWM (consisting of $425 million in proceeds from the initial public offering and a simultaneous private placement completed at the time of the initial business combination). UWM is a leading wholesale mortgage lender in the U.S. UWM s common stock and warrants are traded on the New York Stock Exchange under the symbols UWMC and UWMC WS , respectively. In June 2020, Mr. Gores founded Gores Holdings V, Inc. ( Gores Holdings V ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos and Gores Holdings IV. Gores Holdings V completed its initial public offering on August 10, 2020, in which it sold 52,500,000 units, each consisting of one share of Gores Holdings V common stock and one-fifth of one warrant to purchase one share of Gores Holdings V common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $525,000,000. On February 23, 2021, Gores Holdings V entered into a definitive agreement to combine with Ardagh Group S.A. s ( Ardagh ), metal packaging business that will be held by Ardagh Metal Packaging S.A. ( AMP ) to create an independent public company. AMP is a global supplier of infinitely-recyclable metal beverage and glass packaging for the world s leading brands. Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings V, and Mr. McBride, our Chief Financial Table of Contents Officer, serves as the Chief Financial Officer of Gores Holdings V, in each case, until the closing of the acquisition. The consummation of the acquisition is subject to customary conditions and is expected to close during the second quarter of 2021. In June 2020, Mr. Gores founded Gores Holdings VI, Inc. ( Gores Holdings VI ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV and Gores Holdings V. Gores Holdings VI completed its initial public offering in December 2020, in which it sold 34,500,000 units, each consisting of one share of Gores Holdings VI common stock and one-fifth of one warrant to purchase one share of Gores Holdings VI common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $345,000,000. On February 7, 2021, Gore Holdings VI entered into a definitive agreement to acquire Matterport, Inc. ( Matterport ), a spatial data company leading the digital transformation of the built world. Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings VI, and Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Holdings VI, in each case, until the closing of the acquisition. The consummation of the acquisition is subject to customary conditions and is expected to close during the second quarter of 2021. In July 2020, Mr. Gores, together with Mr. Metropoulos, founded Gores Metropoulos II, Inc. ( Gores Metropoulos II ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V and Gores Holdings VI. Gores Metropoulos II completed its initial public offering in January 2021, in which it sold 45,000,000 units, each consisting of one share of Gores Metropoulos II common stock and one-fifth of one warrant to purchase one share of Gores Metropoulos II common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $450,000,000. Gores Metropoulos II has not yet announced or completed its initial business combination. Mr. Gores, our Chairman, serves as the Chief Executive Officer and a director of Gores Metropoulos II. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Metropoulos II. In September 2020, Mr. Gores founded Gores Holdings VII, Inc. ( Gores Holdings VII ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI and Gores Metropoulos II. Gores Holdings VII completed its initial public offering in February 2021, in which it sold 55,000,000 units, each consisting of one share of Gores Holdings VII common stock and one-eighth of one warrant to purchase one share of Gores Holdings VII common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $550,000,000. Gores Holdings VII has not yet announced or completed its business combination. Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings VII, and Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Holdings VII. In September 2020, Mr. Gores founded Gores Holdings VIII, Inc. ( Gores Holdings VIII ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II and Gores Holdings VII. Gores Holdings VIII completed its initial public offering in March 2021, in which it sold 34,500,000 units, each consisting of one share of Gores Holdings VIII common stock and one-eighth of one warrant to purchase one share of Gores Holdings VIII common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $345,000,000. Gores Holdings VIII has not yet announced or completed its Table of Contents business combination. Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings VI, and Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Holdings VIII. In December 2020, Mr. Gores founded Gores Technology Partners, Inc. ( Gores Technology ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII and Gores Holdings VIII. Gores Technology completed its initial public offering in March 2021, in which it sold 27,500,000 units, each consisting of one share of Gores Technology common stock and one-fifth of one warrant to purchase one share of Gores Technology common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $275,000,000. Gores Technology has not yet announced or completed its business combination. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Technology. In December 2020, Mr. Gores founded Gores Technology Partners II, Inc. ( Gores Technology II ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII and Gores Technology. Gores Technology II completed its initial public offering in March 2021, in which it sold 46,000,000 units, each consisting of one share of Gores Technology II common stock and one-fifth of one warrant to purchase one share of Gores Technology II common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $460,000,000. Gores Technology II has not yet announced or completed its business combination. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Technology II. Our management team s objective is to generate attractive investment returns to create value for our stockholders by applying our strategy of identifying high quality acquisition opportunities and capitalizing on the ability of our management team to acquire and manage a business that can benefit from our expertise. We expect to be provided with ideas and deal flow from many sources, including various investment banks with whom we have relationships. Our management team s approach is focused on industries or sectors in which we have considerable knowledge and emphasizes downside protection and the preservation of capital by opportunistically pursuing transactions where we believe we have the ability to capture asymmetric risk/reward potential. Our management team has successfully applied this acquisition philosophy over its history to source attractive private equity acquisition opportunities and to deploy capital in varying macroeconomic environments. Our management team will assess the skills, qualifications and abilities of the management team of each potential business combination target. The level and length of our existing management s continued active participation in our post-acquisition business will depend on the particular needs of the business acquired. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. The past performance of The Gores Group, Guggenheim and by our management team, including with respect to Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology and Gores Technology II, is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. Table of Contents You should not rely on the historical record of The Gores Group s, Guggenheim s, or Gores Holdings I s, Gores Holdings II s, Gores Holdings III s, Gores Metropoulos , Gores Holdings IV s, Gores Holdings V s, Gores Holdings VI s, Gores Metropoulos II s, Gores Holdings VII s, Gores Holdings VIII s, Gores Technology s and Gores Technology II s performance as indicative of our future performance. Business Strategy Our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, to build a company in an industry or sector that complements the experience of our management team and can benefit from our expertise. Our acquisition selection process will leverage our team s network of potential transaction sources, ranging from owners and directors of private and public companies, private equity funds, investment bankers, lenders, attorneys, accountants and other trusted advisors across various sectors. In addition, we intend to utilize the networks and industry experience of each of Mr. Gores, The Gores Group and Guggenheim in seeking an initial business combination. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. This network has been developed through our management team s combined history of over 125 years of business experience, including in private equity and investment banking. We expect this network will provide our management team with a robust and consistent flow of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potentially interesting leads. Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies that we believe: have a defensible core business, sustainable revenues and established customer relationships; are undergoing change in capital structure, strategy, operations or growth; can benefit from our operational and strategic approach; offer a unique value proposition with transformational potential that can be substantiated during our detailed due diligence process; and have reached a transition point in their lifecycle presenting an opportunity for transformation. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general Table of Contents guidelines as well as other considerations, factors and criteria that our management may deem relevant. Initial Business Combination Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, ( FINRA ) or an independent accounting firm with respect to the satisfaction of such criteria. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our business combination. Table of Contents Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information that will be made available to us. We will also utilize our operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a target business, nor have they had any discussions regarding possible target businesses with our underwriters. All of the members of our management team are employed by certain affiliates The Gores Group or Guggenheim. Each of The Gores Group and Guggenheim is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to a business combination transaction. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with us and we will not consider a business combination with any company that has already been identified to The Gores Group or Guggenheim as an acquisition candidate for them. Additionally, we have not, nor has anyone on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Specifically, all of our officers and certain of our directors have fiduciary and contractual duties to either (i) The Gores Group and certain companies it has invested in or managed, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology, and Gores Technology II or (ii) Guggenheim and certain companies in which it has invested. Accordingly, if any of our officers or directors becomes aware of a business Table of Contents combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. More specifically, Guggenheim manages a significant number of private and public funds and other co-mingled vehicles and advises public and private companies, governments, and other institutions on numerous investment transactions, merger and acquisition activities and other transactions. Guggenheim, as well as its managed vehicles and on behalf of clients, may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Guggenheim may be suitable for both us and for current or future vehicles managed by Guggenheim and for its clients and may be directed to such vehicles or clients or may be used by Guggenheim rather than by us and may never be presented to us. In this respect, neither we, our sponsor, The Gores Group or Guggenheim nor members of our management team who are also employed by either The Gores Group or Guggenheim have any obligation to present us with any opportunity for a potential business combination of which they become aware. The Gores Group and Guggenheim and/or their management, in their capacities as employees of The Gores Group and Guggenheim will be, or in their other endeavors may be, required to present potential business combinations to other entities, before they present such opportunities to us. In addition, we expect that certain members of Guggenheim and The Gores Group will be offered acquisition opportunities on a preferred basis. If any member of Guggenheim or The Gores Group, as applicable, decides to pursue any such opportunity or to present it to funds, clients or others, you should expect that we will be precluded from pursuing such opportunity. Our amended and restated certificate of incorporation will contain a waiver of the corporate opportunity doctrine, which will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation. The purpose for the surrender of corporate opportunities is to allow officers or directors with multiple business affiliations to continue to serve as an officer of our company or on our board of directors. Our officers and directors may from time to time be presented with opportunities that could benefit both another business affiliation and us. In the absence of the corporate opportunity waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the corporate opportunity waiver in our amended and restated certificate of incorporation provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates. However, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. The different timelines of competing business combinations could cause our directors and officers to prioritize a business combination due to timing over finding a more suitable acquisition target for our business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders best interest, which could negatively impact the timing for a business combination. Table of Contents In addition, our sponsor, The Gores Group, Guggenheim and our officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. In particular, affiliates of our sponsor are currently sponsoring seven other blank check companies, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology and Gores Technology II. On February 7, 2021, Gores Holdings VI entered into a definitive agreement to acquire Matterport, a spatial data company leading the digital transformation in the built world. Additionally, on February 23, 2021, Gores Holdings V entered into a definitive agreement to acquire AMP, the metal packaging business of Ardagh. Gores Holdings VII and Gores Holdings VIII may seek to complete a business combination in any location and each is not focusing on any particular industry for business combinations. Gores Metropoulos II may seek to complete a business combination in any location and is focusing on a business combination in the consumer products and services industry. Gores Technology and Gores Technology II may seek to complete a business combination in any location and each is focusing on a business combination in the technology industry. Further, Mr. Gores, our Chairman, serves as Chief Executive Officer of Gores Metropoulos II, Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings V, Gores Holdings VI, Gores Holdings VII and Gores Holdings VIII, and Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer for Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology and Gores Technology II. In addition, Mr. Andrew Rosenfield, our president and director nominee, is also serving as Chief Executive Officer and director of Guggenheim Special Purpose Acquisition Corp. I, an affiliate of Guggenheim and another blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a business combination. Guggenheim Special Purpose Acquisition Corp. I may have interests that differ materially from or take actions that are directly adverse to us, our public stockholders or a business we seek to acquire. To the extent any conflict of interest arises between us and Guggenheim Special Purpose Acquisition Corp. I, Mr. Rosenfield, as a member of the board of directors of Guggenheim Special Purpose Acquisition Corp. I, will resolve such conflicts of interest in his sole discretion in accordance with his then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. Any such companies, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIIII, Gores Technology and Gores Technology II may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts with Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology and Gores Technology II would materially affect our ability to identify and pursue initial business combination opportunities or complete our initial business combination, because (i) Gores Holdings VI has entered into a definitive agreement to acquire Matterport and Gores Holdings V has signed a definitive agreement to acquire AMP, (ii) Gores Metropoulos II, Gores Technology and Gores Technology II each have a Chief Executive Officer that is different than Gores Guggenheim s Chief Executive Officer, (iii) we expect that Mr. Gores will lead the search for a business combination target for each of Gores Holdings VII and Gores Holdings VIII and given the industry focus of Gores Metropoulos II, Gores Technology and Gores Technology II, Mr. Metropoulos will lead the search for a business combination target for Gores Metropoulos II Table of Contents and Ted Fike and Justin Wilson will lead the search for a business combination target for Gores Technology and Gores Technology II, (iv) three of the four directors that will be on our board are not directors of either Gores Technology or Gores Technology II, two of the four directors that will be on our board are not directors on Gores Holdings V and Gores Holdings VIII and one of the four directors that will be on our board is not a director of Gores Holdings VII, (v) we believe the different composition of our leadership will mitigate any potential conflicts of interest with respect to Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology and Gores Technology II and (vi) our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, and we are not limited by industry or geography in terms of the acquisition opportunities we can pursue. In addition to the above, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business activities, including selecting a business combination target and monitoring the related due diligence. See Risk Factors Risks Relating to our Management Team Our officers and directors will allocate their time to other businesses thereby causing potential conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to identify and pursue initial business combination opportunities or complete our initial business combination. Although we expect to benefit from Guggenheim s network of relationships and processes for sourcing, executing and evaluating potential acquisition targets, neither Guggenheim nor any of its affiliates has any legal or contractual obligation to seek on our behalf or to present to us investment opportunities that might be suitable for our business, and may allocate any such opportunities at its discretion to us or other parties. We have no investment management, advisory, consulting or other agreement in place with Guggenheim or any of its affiliates that obligates them to undertake efforts on our behalf or that govern the manner in which they will allocate investment opportunities. Further, Guggenheim manages a significant number of funds and other co-mingled vehicles and advises public and private companies, governments, and other institutions on numerous investment transactions, merger and acquisition activities and other transactions and may establish new vehicles, acquire additional clients or mandates or increase funds under management in the future, which will be during the period in which we are seeking our initial business combination. These entities, or Guggenheim on their behalf, may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investment funds or companies, accounts, co-investment vehicles and other entities advised or managed by Guggenheim or its affiliates, Guggenheim will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. See Risk Factors Risks Relating to Our Management Team Our sponsor and Mr. Andrew Rosenfield, our president and director nominee, are affiliated with Guggenheim, which could create significant potential conflicts of interest, including without limitation with our search for an initial business combination. Guggenheim Securities and Guggenheim Investments are and in the future will continue to, be engaged in a variety of business investing activities on their own behalf and on behalf of clients, including investing and underwriting, arranging, syndicating or providing investment Table of Contents management or other financial advisory services with respect to, various forms of debt, equity and other financial instruments. Guggenheim may seek (but is not obligated) to provide these services to us or a business we seek to acquire, and may seek to provide these services to competitors of ours. In connection with these activities, Guggenheim, its affiliates or on behalf of its clients may provide or participate in any debt financing arrangement in connection with any acquisition, financing or disposition of any target business that we may make or any such transactions that may be made in competition with us. As a result, Guggenheim or its clients may have interests that differ materially from or take actions that are directly adverse to us, our public stockholders or a business we seek to acquire, especially where we, any future target or underlying business is facing financial distress. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Further, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 24 months after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders until 180 days after the completion of our initial business combination. With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination because of their financial interest in completing an initial business combination within 24 months after the closing of this offering. Additional conflicts could arise where one or more Guggenheim Investments funds or other clients has invested or will in the future invest in part of a company s capital structure and we are investing in, or considering investing in, a different part of the same company s (or its affiliate s) capital structure (including but not limited to investments in public versus private securities, investments in debt versus equity, or investments in senior versus subordinated debt), or where the same or similar instruments in a given issuer or borrower are held by us and Guggenheim Investments funds or other clients but we have different rights or benefits. With respect to an existing or future economic interest held by funds or other clients in a company (i) Guggenheim Investments will solely consider the interests of its funds or other clients (and not us), including any potential adverse effects to its funds or other clients, when deciding whether or not to enforce rights associated with such economic interests on behalf of its clients, and (ii) Guggenheim Investments will take all necessary actions to preserve or protect the value or rights of its funds or other clients associated with such economic interests, without regard to our interests, which may have an adverse effect on our interests, including but not limited to when we are considering a target for our initial business combination, or during or after such initial business combination. Furthermore, to the extent that we acquire in connection with our initial business combination a company in which Guggenheim Investments clients, affiliates or related persons hold equity or debt instruments, we may be subject to additional significant conflicts. Table of Contents Guggenheim Investments may take or have the ability to direct actions that are adverse to or suboptimal to us, particularly in situations in which the target experiences financial or operational challenges. For example, Guggenheim Investments, on behalf of its clients, could sponsor or support reorganizations, recapitalizations or similar workout arrangements for a company in which we are invested that could result in a substantial or even total loss of our investment. We do not and will not have the ability or obligation to determine what investments Guggenheim Investments makes on behalf of its funds or other clients. Such economic interests of Guggenheim Investments funds or other clients, affiliates or related persons in companies may create significant potential conflicts among us and we may not be able to timely identify such conflicts. Such conflicts are also likely to be resolved not in our favor. In addition, to the extent a prospective target for our initial business combination (or one of its affiliates) is a Guggenheim Investments client an additional potential conflict exists, which may preclude us from making an investment. To the extent that any conflict of interest arises between us and Guggenheim Investments or its clients you should expect that any such conflicts of interest will be resolved in favor of Guggenheim Investments or its clients, as applicable. As more fully discussed in Management Conflicts of Interest, if any of our directors or officers becomes aware of any business combination target that falls within the line of business of any entity to which he has pre-existing fiduciary or contractual obligations, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology, Gores Technology II or Guggenheim, he or she may be required to present such business combination target to such entity prior to presenting such business combination target to us. Our directors and officers currently have fiduciary duties or contractual obligations that may take priority over their duties to us. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012, (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have Table of Contents total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our common stock held by non-affiliates does not equal or exceed $250 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates did not equal or exceed $700 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Our executive offices are located at 6260 Lookout Road, Boulder, Colorado 80301 and our telephone number is (303) 531-3100. Table of Contents The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Securities offered 75,000,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-fifth of one warrant. Nasdaq symbols Units: GGPIU Class A Common Stock: GGPI Warrants: GGPIW Trading commencement and separation of Class A common stock and warrants The units will begin trading promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet Table of Contents reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place two business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 75,000,000(1) Common stock: Number outstanding before this offering 21,562,500 shares of Class F common stock(2)(3) Number outstanding after this offering 93,750,000 shares of Class A common stock and Class F common stock(1)(3) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 8,500,000(1) Number of warrants to be outstanding after this offering and the private placement 23,500,000(1) Exercisability Each whole warrant is exercisable to purchase one share of our Class A common stock and only whole warrants are exercisable. Exercise price $11.50 per share, subject to adjustment as described herein. (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 2,812,500 founder shares. As discussed under Founder shares below, for our sponsor to maintain ownership of 20% of the outstanding shares following completion of this offering, if the over-allotment option is not exercised by the underwriters, our sponsor would be required to forfeit 2,812,500 shares. (2) Includes up to 2,812,500 shares that are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. (3) The shares of common stock included in the units are Class A common stock. Founder shares are classified as shares of Class F common stock, which shares are convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Table of Contents Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; or 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use commercially reasonable efforts to file and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided, that if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for Cash Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and Table of Contents if, and only if, the last sale price of our Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for Class A common stock Commencing ninety days after the warrants become exercisable we may redeem the outstanding warrants: in whole and not in part; at a price equal to a number of shares of Class A common stock to be determined by reference to the table set forth under Description of Securities Warrants Public Stockholders Warrants based on the redemption date and the fair market value of our Class A common stock except as otherwise described in Description of Securities Warrants Public Stockholders Warrants ; if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding public warrants, as described above; upon a minimum of 30 days prior written notice of redemption; if, and only if, there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given; and if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. Table of Contents The fair market value of our Class A common stock shall mean the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption of the warrants. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Stockholders Warrants for additional information. Cashless Exercise If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section of this prospectus entitled Description of Securities Warrants Public Stockholders Warrants for additional information. Except as set forth herein, none of the private placement warrants will be redeemable by us so long as they are held by the sponsor or its permitted transferees. Founder shares On February 10, 2021, our sponsor purchased 21,562,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.001 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The per Table of Contents share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering. As such, our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). Prior to the completion of this offering, our sponsor will transfer 25,000 founder shares to each of our independent director nominees at their original purchase price. Up to 2,812,500 founder shares will be subject to forfeiture by our sponsor depending on the extent to which the underwriters over- allotment option is exercised so that our initial stockholders will maintain ownership of 20% of our common stock after this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are shares of Class F common stock that automatically convert into shares of our Class A common stock at the time of our initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination; provided, however, that with respect to the election of directors in connection with a meeting of our stockholders in which a business combination is submitted to our stockholders for approval, holders our Class A common stock and holders our Class F common stock, voting together as a single class, will have the exclusive right to vote for the election of directors; and, prior to our initial business combination, holders of a majority of founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial Table of Contents business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our business combination within the prescribed time frame. If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. Our initial stockholders have agreed to vote any founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 28,125,001 or approximately 37.5%, of the 75,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised); and the founder shares are subject to registration rights. Transfer restrictions on founder shares With certain limited exceptions, our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until 180 days after the completion of our initial business combination. We refer to such transfer restriction throughout this prospectus as the lock-up. Founder shares conversion and anti-dilution rights The shares of Class F common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that any amount of additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted in connection with financing or consummating the business combination or for anti- dilution purposes (unless the holders of a majority of the Table of Contents outstanding shares of Class F common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination). Holders of founder shares may also elect to convert their shares of Class F common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors; provided, however, that with respect to the election of directors in connection with a meeting of our stockholders in which a business combination is submitted to our stockholders for approval, holders our Class A common stock and holders our Class F common stock, voting together as a single class, will have the exclusive right to vote for the election of directors. Other than pursuant to the proviso in the preceding sentence, holders of the Class A common stock will not be entitled to vote on the election of directors prior to the consummation of the initial business combination. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by approval of a majority of our Class F common stock then outstanding. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. In connection with our initial business combination, we may enter into an agreement or other arrangements with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial business combination, and such agreement or arrangement may provide for, or the target shareholders may require that such agreement provide for, nomination, Table of Contents designation or representation rights on the board of directors of the combined entity that may be not be proportionate to our shareholders or such target shareholders ownership interest in the combined company. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 8,500,000 private placement warrants (or 9,625,000 if the over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a price of $2.00 per whole warrant (approximately $17,000,000 in the aggregate or $19,250,000 in the aggregate if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each whole private placement warrant is exercisable for one whole share of our Class A common stock at $11.50 per share. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $750,000,000 (or $862,500,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable (except as set forth under Description of Securities Warrants Public Stockholders Warrants Redemption of warrants for Class A common stock ) and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described under the Table of Contents section of this prospectus entitled Principal Stockholders Restrictions on Transfers of Founder Shares and Private Placement Warrants ). Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. Proceeds to be held in trust account The rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds of this offering and the sale of the private placement warrants, $750,000,000, or $10.00 per unit ($862,500,000, or $10.00 per unit, if the underwriters over- allotment option is exercised in full) will be placed into a U.S.-based trust account with Computershare Trust Company, N.A. acting as trustee. These proceeds include $26,250,000 (or $30,187,500 if the underwriters over- allotment option is exercised in full) in deferred underwriting commissions. Table of Contents Except with respect to up to $900,000 per year of interest earned on the funds held in the trust account that may be released to us to fund our regulatory compliance requirements and other costs related thereto (a Regulatory Withdrawal ), plus additional amounts to pay our franchise and income tax obligations, if any, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (a) the completion of our initial business combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to stockholders rights or pre-initial business combination activity and (c) the redemption of our public shares if we are unable to complete our business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Except as described above with respect to the funding of our Regulatory Withdrawals and the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. Based upon assumed interest rates, we expect the trust account to generate approximately $1,500,000 of interest annually. Except as described above, unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $515,000 in working capital after the payment of approximately $1,485,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Table of Contents Conditions to completing our initial business combination . There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Table of Contents Permitted purchases of public shares by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination where otherwise permissible under applicable laws, rules and regulations. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination including up to $900,000 per year of interest earned on the funds held in the trust account and not previously released to us to fund our Regulatory Withdrawals and/or to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into letter Table of Contents agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our business combination or otherwise. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our business combination, if we elect to conduct redemptions pursuant Table of Contents to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, stockholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business Table of Contents combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need 28,125,001 or approximately 37.5%, of the 75,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised). We intend to give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed business combination is not approved and we continue to search for a target company, we will promptly return any certificates delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to Table of Contents pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our business combination. Table of Contents Redemption rights in connection with proposed amendments to our amended and restated certificate of incorporation Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law, (the DGCL ) or applicable stock exchange rules. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation and/ or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, executive officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that would affect (i) the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) any other provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our initial stockholders have entered into letter agreements with us pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination. Table of Contents Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post- transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers and directors have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to fund our Regulatory Withdrawals and/or to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the Table of Contents requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination within the 24-month time period. Our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our initial stockholders acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Payments to insiders There will be no restrictions on payments made to insiders. We expect that some or all of the following payments will be made to our sponsor, officers or directors, or our or their affiliates: Repayment of up to an aggregate of $600,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to an affiliate of our sponsor of $20,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support; Reimbursement of legal fees and expenses incurred by our sponsor, officers or directors in connection with Our formation, the initial business combination and their services to us; Payment of fees and reimbursement of out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of Table of Contents which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $2.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. However, no such payments will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest The Gores Group manages several investment vehicles, and Guggenheim provides financial advisory, investment management and other services to clients. Each of Guggenheim, clients of Guggenheim and funds managed by Gores or their respective affiliates may compete with us for acquisition opportunities. If any of them decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated by Guggenheim, or within Gores, including by Mr. Gores, may be suitable for both us and for Guggenheim or a current or future Gores or Guggenheim fund or client and may be directed to such entity rather than to us. Neither Guggenheim, Gores nor members of our management team who are also employed by certain affiliates of Guggenheim or The Gores Group have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless, in the case of members of our management team, presented to such member solely in his or her capacity as an officer of the company. Guggenheim, Gores and/or our management, in their capacities as officers or managing directors of Gores or Guggenheim, as Table of Contents applicable, or in their other endeavors, may be required to present potential business combinations to the related entities described above, current or future Gores investment vehicles, Guggenheim or third parties, before they present such opportunities to us. The Gores Group does not have any present intention to invest in new portfolio companies, and therefore we do not expect conflicts of interest with respect to The Gores Group. Further, any potential investment by The Gores Group would be significantly smaller than the companies that we would consider for potential business combinations, and therefore it is likely that any investment by The Gores Group would not be suitable for us, and that any investment by us would not be suitable for The Gores Group. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Specifically, all of our officers and certain of our directors have fiduciary and contractual duties to (i) The Gores Group and certain companies it has invested in or managed, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology, and Gores Technology II and (ii) Guggenheim and certain companies in which it has invested. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. More specifically, Guggenheim manages a significant number of private and public funds and other co-mingled vehicles and advises public and private companies, governments, and other institutions on numerous investment transactions, merger and acquisition activities and other transactions. Guggenheim, as well as its managed vehicles and on behalf of clients, may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Guggenheim may be suitable for both us and for current or future vehicles managed by Guggenheim and for its clients and may be directed to such vehicles or clients or may be used by Table of Contents Guggenheim rather than by us and may never be presented to us. In this respect, neither we, our sponsor, The Gores Group or Guggenheim nor members of our management team who are also employed by either The Gores Group or Guggenheim have any obligation to present us with any opportunity for a potential business combination of which they become aware. The Gores Group and Guggenheim and/or their management, in their capacities as employees of The Gores Group and Guggenheim will be, or in their other endeavors may be, required to present potential business combinations to other entities, before they present such opportunities to us. In addition, we expect that certain members of Guggenheim and The Gores Group will be offered acquisition opportunities on a preferred basis. If any member of Guggenheim or The Gores Group, as applicable, decides to pursue any such opportunity or to present it to funds, clients or others, you should expect that we will be precluded from pursuing such opportunity. Our amended and restated certificate of incorporation will contain a waiver of the corporate opportunity doctrine, which will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation. The purpose for the surrender of corporate opportunities is to allow officers or directors with multiple business affiliations to continue to serve as an officer of our company or on our board of directors. Our officers and directors may from time to time be presented with opportunities that could benefit both another business affiliation and us. In the absence of the corporate opportunity waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the corporate opportunity waiver in our amended and restated certificate of incorporation provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates. However, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. The different timelines Table of Contents of competing business combinations could cause our directors and officers to prioritize a business combination due to timing over finding a more suitable acquisition target for our business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders best interest, which could negatively impact the timing for a business combination. In addition, our sponsor, The Gores Group, Guggenheim and our officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. In particular, affiliates of our sponsor are currently sponsoring seven other blank check companies, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology and Gores Technology II. On February 7, 2021, Gores Holdings VI entered into a definitive agreement to acquire Matterport. On February 23, 2021, Gores Holdings V entered into a definitive agreement to acquire AMP. Gores Holdings VII and Gores Holdings VIII may seek to complete a business combination in any location and each is not focusing on any particular industry for business combinations. Gores Metropoulos II may seek to complete a business combination in any location and is focusing on a business combination in the consumer products and services industry. Gores Technology and Gores Technology II may seek to complete a business combination in any location and each is focusing on a business combination in the technology industry. Further, Mr. Gores, our Chairman, serves as Chief Executive Officer of Gores Metropoulos II, Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings V, Gores Holdings VI, Gores Holdings VII and Gores Holdings VIII, and Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer for Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology and Gores Technology II. In addition, Mr. Andrew Rosenfield, our president and director nominee, is also serving as Chief Executive Officer and director of Table of Contents Guggenheim Special Purpose Acquisition Corp. I, an affiliate of Guggenheim and another blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a business combination. Guggenheim Special Purpose Acquisition Corp. I may have interests that differ materially from or take actions that are directly adverse to us, our public stockholders or a business we seek to acquire. To the extent any conflict of interest arises between us and Guggenheim Special Purpose Acquisition Corp. I, Mr. Rosenfield, as a member of the board of directors of Guggenheim Special Purpose Acquisition Corp. I, will resolve such conflicts of interest in his sole discretion in accordance with his then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. Any such companies, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIIII, Gores Technology and Gores Technology II may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts with Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology and Gores Technology II would materially affect our ability to identify and pursue initial business combination opportunities or complete our initial business combination, because (i) Gores Holdings VI has entered into a definitive agreement to acquire Matterport and Gores Holdings V has entered into a definitive agreement to acquire AMP, (ii) Gores Metropoulos II, Gores Technology and Gores Technology II each have a Chief Executive Officer that is different than Gores Guggenheim s Chief Executive Officer, (iii) we expect that Mr. Gores will lead the search for a business combination target for each of Gores Holdings VII and Gores Holdings VIII and given the industry focus of Gores Metropoulos II, Gores Technology and Gores Technology II, Mr. Metropoulos will lead the search for a business combination target for Gores Metropoulos II and Ted Fike and Justin Wilson will lead the search for a business combination target for Gores Technology and Gores Technology II, (iv) three of the four directors that will be on our board are not directors of either Gores Technology or Gores Technology II, two of the four directors that will be on our board are not directors on Gores Holdings V and Gores Holdings VIII and one of the four directors that will be on our board is not a director of Gores Holdings VII, (v) we believe the different composition of our leadership will mitigate any potential conflicts of interest with respect to Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Table of Contents Technology and Gores Technology II and (vi) our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, and we are not limited by industry or geography in terms of the acquisition opportunities we can pursue. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Specifically, all of our officers and certain of our directors have fiduciary and contractual duties to either (i) The Gores Group and certain companies it has invested in or managed, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology, and Gores Technology II or (ii) Guggenheim and certain companies in which it has invested or is advising. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. More specifically, Guggenheim manages a significant number of private and public funds and other co-mingled assets and advises public and private companies, governments, and other institutions on numerous investment transactions, merger and acquisition activities and other transactions. Guggenheim, as well as its managed vehicles and on behalf of clients, may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Guggenheim may be suitable for both us and for current or future vehicles managed by Guggenheim and its clients and may be directed to such vehicles or for clients or may be used by Guggenheim rather than by us and may never be presented to us. In this respect, neither we, our sponsor, The Gores Group or Guggenheim nor members of our management team who are also employed by either The Gores Group or Guggenheim have any obligation to present us with any opportunity for a potential business combination of which they become aware. The Gores Group and Guggenheim and/or their management, in their capacities as employees of The Gores Group and Guggenheim will be, or in their other endeavors may be, Table of Contents required to present potential business combinations to other entities, before they present such opportunities to us. In addition, we expect that certain members of Guggenheim and The Gores Group will be offered acquisition opportunities on a preferred basis. If any member of Guggenheim or The Gores Group, as applicable, decides to pursue any such opportunity or to present it to funds, clients or others, you should expect that we will be precluded from pursuing such opportunity. Our amended and restated certificate of incorporation will contain a waiver of the corporate opportunity doctrine, which will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation. The purpose for the surrender of corporate opportunities is to allow officers or directors with multiple business affiliations to continue to serve as an officer of our company or on our board of directors. Our officers and directors may from time to time be presented with opportunities that could benefit both another business affiliation and us. In the absence of the corporate opportunity waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the corporate opportunity waiver in our amended and restated certificate of incorporation provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates. However, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. The different timelines of competing business combinations could cause our directors and officers to prioritize a business combination due to timing over finding a more suitable acquisition target for our business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders best interest, which could negatively impact the timing for a business combination. Table of Contents In addition to the above, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business activities, including selecting a business combination target and monitoring the related due diligence. See Risk Factors Risks Relating to our Management Team Our officers and directors will allocate their time to other businesses thereby causing potential conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to identify and pursue initial business combination opportunities or complete our initial business combination. Although we expect to benefit from Guggenheim s network of relationships and processes for sourcing, executing and evaluating potential acquisition targets, neither Guggenheim nor any of its affiliates has any legal or contractual obligation to seek on our behalf or to present to us investment opportunities that might be suitable for our business, and may allocate any such opportunities at its discretion to us or other parties. We have no investment management, advisory, consulting or other agreement in place with Guggenheim or any of its affiliates that obligates them to undertake efforts on our behalf or that govern the manner in which they will allocate investment opportunities. Further, Guggenheim manages a significant number of funds and advises public and private companies, governments, and other institutions on numerous investment transactions, merger and acquisition activities and other transactions and may establish new vehicles, acquire additional clients or mandates or increase funds under management in the future, which will be during the period in which we are seeking our initial business combination. These entities, or Guggenheim on their behalf, may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investment funds or companies, accounts, co-investment vehicles and other entities advised or managed by Guggenheim or its affiliates, Guggenheim will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. See Risk Factors Risks Relating to Our Management Team Our sponsor and Mr. Andrew Rosenfield, our president and director nominee, are affiliated with Guggenheim, which could create significant Table of Contents potential conflicts of interest, including without limitation with our search for an initial business combination. Guggenheim Securities and Guggenheim Investments are and in the future will continue to, be engaged in a variety of business activities on their own behalf and on behalf of clients, including investing and underwriting, arranging, syndicating or providing investment management or other financial advisory services with respect to, various forms of debt, equity and other financial instruments. Guggenheim may seek (but is not obligated) to provide these services to us or a business we seek to acquire, and may seek to provide these services to competitors of ours. In connection with these activities, Guggenheim, its affiliates or on behalf of its clients may provide or participate in any debt financing arrangement in connection with any acquisition, financing or disposition of any target business that we may make or any such transaction that may be made in competition with us. As a result, Guggenheim or its clients may have interests that differ materially from or take actions that are directly adverse to us, our public stockholders or a business we seek to acquire, especially where we, any future target or underlying business is facing financial distress. Additional conflicts could arise where one or more Guggenheim Investments funds or other clients has invested or will in the future invest in part of a company s capital structure and we are investing in, or considering investing in, a different part of the same company s (or its affiliate s) capital structure (including but not limited to investments in public versus private securities, investments in debt versus equity, or investments in senior versus subordinated debt), or where the same or similar instruments in a given issuer or borrower are held by us and Guggenheim Investments funds or other clients but we have different rights or benefits. With respect to existing or future economic interests of its clients in a company (i) Guggenheim Investments will solely consider the interests of its clients (and not us), including any potential adverse effects to its clients, when deciding whether or not to enforce rights associated with such economic interests on behalf of its clients, and (ii) Guggenheim Investments will take all necessary actions to preserve or protect the value or rights of its funds or other clients associated with such economic interests, without regard to our interests, which may have an adverse effect on our interests, including but not limited to when we are considering a target for our initial business combination, or during or after such initial business combination. Table of Contents Furthermore, to the extent that we acquire in connection with our initial business combination a company in which Guggenheim Investments clients, affiliates or related persons hold equity or debt instruments, we may be subject to additional significant conflicts. Guggenheim Investments may take or have the ability to direct actions that are adverse to or suboptimal to us, particularly in situations in which the target experiences financial or operational challenges. For example, Guggenheim Investments, on behalf of its clients, could sponsor or support reorganizations, recapitalizations or similar workout arrangements for a company in which we are invested that could result in a substantial or even total loss of our investment. We do not and will not have the ability or obligation to determine what investments Guggenheim Investments makes on behalf of its funds or other clients. Such economic interests of Guggenheim Investments funds or other clients, affiliates or related persons in companies may create significant potential conflicts among us and we may not be able to timely identify such conflicts. Such conflicts are also likely to be resolved not in our favor. In addition, to the extent a prospective target for our initial business combination (or one of its affiliates) is a Guggenheim Investments client an additional potential conflict exists, which may preclude us from making an investment. To the extent that any conflict of interest arises between us and Guggenheim Investments or its clients you should expect that any such conflicts of interest will be resolved in favor of Guggenheim Investments or its clients, as applicable. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Further, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 24 months after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders until 180 days after the completion of our initial business combination. With certain limited exceptions, the private placement warrants Table of Contents and the Class A common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination because of their financial interest in completing an initial business combination within 24 months after the closing of this offering. As more fully discussed in Management Conflicts of Interest, if any of our directors or officers becomes aware of any business combination target that falls within the line of business of any entity to which he has pre-existing fiduciary or contractual obligations, including Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology, Gores Technology II or Guggenheim, he or she may be required to present such business combination target to such entity prior to presenting such business combination target to us. Our directors and officers currently have fiduciary duties or contractual obligations that may take priority over their duties to us. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent public accountants) for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the $900,000 per year of interest which may be withdrawn to fund our Regulatory Withdrawals, plus additional amounts released to us to pay our franchise and income tax obligations. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified Table of Contents whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification obligations. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Risks We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see the section of this prospectus entitled Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Summary of Risk Factors An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment: We are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by Gores and Guggenheim, including our management team, and other businesses associated with our management team may not be indicative of future performance of an investment in the Company. Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. If we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination. If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed business combination and reduce the public float of our Class A common stock. Table of Contents You will not be entitled to protections normally afforded to investors of many other blank check companies. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 24 months, we may be unable to complete our initial business combination, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus ( COVID-19 ) outbreak and the status of debt and equity markets. The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view. We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest. Since our sponsor, officers and directors will lose their entire investment in us if our business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. Our initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support. Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. The other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. Table of Contents Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. Balance Sheet Data February 10, 2021 Actual As Adjusted(1) Working capital $ 6,192 $ 724,271,192 Total assets $ 570,006 $ 750,521,192 Total liabilities $ 563,814 $ 26,250,000 Value of Class A common stock that may be redeemed in connection with our initial business combination ($10.00 per share) $ 719,271,190 Stockholder s equity $ 6,192 $ 5,000,002 (1) The as adjusted information gives effect to the sale of the units we are offering and the sale of the private placement warrants, including the application of the related gross proceeds and the payment of the estimated remaining costs from such sale and the repayment of the accrued and other liabilities required to be repaid. If no business combination is completed within 24 months from the closing of this offering, the proceeds then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to fund our Regulatory Withdrawals and/or to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within such 24 month time period. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001847197_leo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001847197_leo_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8e2ca0c72a9fae74f9bb4e7d6194f94efde2c8ca
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001847197_leo_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to Leo Holdings IV Corp, a Cayman Islands exempted company; Lion Capital are to Lion Capital LLP, an affiliate of our sponsor; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; Founders are Lyndon Lea, Ed Forst and Robert Darwent, senior executives of Lion Capital; founder shares are to our Class B ordinary shares initially issued to our sponsor in private placements prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); management or our management team are to our executive officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; and sponsor are to Leo Investors IV LP, a Cayman Islands exempted limited partnership. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED FEBRUARY 23, 2021 PRELIMINARY PROSPECTUS $300,000,000 Leo Holdings IV Corp 30,000,000 Units Leo Holdings IV Corp is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target This is an initial public offering of our securities Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fifth of one redeemable warrant Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein The underwriters have a 45-day option from the date of this prospectus to purchase up to 4,500,000 additional units to cover overallotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations described herein If we are unable to consummate an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Our sponsor, Leo Investors IV LP, has agreed to purchase 6,000,000 warrants (or 6,600,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering Our sponsor and our initial shareholders currently own 8,625,000 Class B ordinary shares which will automatically convert into Class A ordinary shares at the time of our initial business combination as described herein. Currently, there is no public market for our securities. We have applied to have our units listed on the New York Stock Exchange, or NYSE, under the symbol U We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on NYSE under the symbols and WS, respectively, on the 52nd day following the date of this prospectus unless the underwriters permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 33 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete Any representation to the contrary is a criminal offense Per Unit Total Public offering price $ 10.00 $ 300,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 16,500,000 Proceeds, before expenses, to us $ 9.45 $ 283,500,000 (1) Includes $0.35 per unit, or $10,500,000 in the aggregate (or $12,075,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination See also Underwriting for a description of compensation payable to the underwriters Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $300,000,000, or $345,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee The underwriters are offering the units for sale on a firm commitment basis The underwriters expect to deliver the units to the purchasers on or about , 2021 Book-Running Managers Deutsche Bank Securities Credit Suisse , 2021 Table of Contents on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We intend to focus our search for a target business in the consumer sector and believe our management team is well suited to identify opportunities that have the potential to generate attractive risk-adjusted returns for our shareholders, although we may pursue a business combination opportunity in any business or industry. Our company was founded by senior executives of, and advisors to, Lion Capital. We believe that we derive significant benefit from our affiliation with Lion Capital. Lion Capital is a leading consumer focused private equity firm and its principals have invested over $9.3 billion in 49 businesses since 1998. Since it was founded in 2004 by Lyndon Lea and Robert Darwent, Lion Capital has focused exclusively on investing in the consumer sector globally, including disruptive technologies. Every aspect of Lion Capital s structure, team and approach has been designed to support this strategy, and Lion Capital has invested in some of the consumer industry s best-known brands, including Weetabix, Orangina, Jimmy Choo and AllSaints. Representing approximately 70% of GDP, consumer related spend offers a vast pool of potential attractive opportunities for the company. Specializing in a single sector has enabled Lion Capital to develop a distinctive and successful investment approach, which Lion Capital believes provides it with a competitive advantage across all areas of the investment process and has enabled it to deliver attractive risk-adjusted returns. Through almost 20 years of operation, Lion Capital has invested in over 180 brands and reviewed thousands of investment opportunities in depth, all contributing to a rich base of experience and a broad network within the sector. Lion Capital s deep experience and network enables it to play a differentiated role at every stage of the private equity value chain: in-depth coverage of key trends and assets across the consumer sector; privileged access to attractive proprietary investment opportunities; ability to have a like-minded and probing dialogue with management teams and prospective partners; access to a broad pool of senior level executives and advisors to support due diligence and recruitment needs; and ability to retain dedicated, specialist expertise within the Lion Capital team to support both due diligence and portfolio monitoring. Through its offices in Los Angeles and London, Lion Capital is well-placed to generate differentiated deal flow across North America and Europe, leveraging its global perspective on the consumer sector and in-depth, local knowledge and networks. We will seek to capitalize on Lion Capital s experience and capabilities through the leadership of Lyndon Lea, Ed Forst and Robert Darwent, combined with the expertise of the other members of our management team, in connection with consummating our initial business combination. Our Founders Our company was founded by senior executives of, and advisors to, Lion Capital. Mr. Lea and Mr. Darwent have worked together for the last 22 years. Our management team is led by Lyndon Lea, our President and Chief Executive Officer. Mr. Lea is a founder of Lion Capital and has served as its Managing Partner since its inception in 2004. Prior to founding Table of Contents Lion Capital, Mr. Lea was a partner of Hicks, Muse, Tate & Furst where he co-founded its European operations in 1998. From 1994 to 1998, Mr. Lea served at Glenisla, the former European affiliate of Kohlberg Kravis Roberts & Co., prior to which he was an investment banker in London and New York with Schroders and Goldman Sachs. Mr. Lea graduated with a BA in Honors Business Administration from the University of Western Ontario in Canada in 1990. Mr. Lea has been active in the investment arena for 30 years, 26 of which have been exclusively focused on private equity. Mr. Lea has led the acquisitions of over 30 investments. Mr Lea also has extensive operating experience having served as interim CEO for AllSaints and having held executive positions in several portfolio investments over his career. Additionally, Mr Lea has served on several public company boards including Yell plc, Premier Foods and Aber. Mr Lea currently serves on the board of DMS (NYSE:DMS). Ed Forst, our Chairman, is Chairman, Partner, and member of the Investment Committee at Lion Capital. Mr. Forst previously served as Chief Executive Officer of Cushman & Wakefield, leading the commercial real estate firm across more than 60 countries. Prior to this, Mr. Forst was a Management Committee Partner of Goldman, Sachs & Co. where he served as the Co-CEO of Goldman Sachs Asset Management, and before that as the Chief Administrative Officer and Executive Vice President of the firm. Mr. Forst also served as the Chairman of Goldman s Global Debt Underwriting Committee for seven years. Mr. Forst was also the Executive Vice President and Principal Operating Officer of Harvard University during the financial crisis, as well as Adviser to the Secretary of the Treasury on the Troubled Asset Relief Program (TARP). Mr. Forst sits on the boards of The Feinstein Institute of Northwell Health and the Yale School of Management. Mr. Forst has also served on the board of the Harvard Management Company, as Treasurer of Carnegie Hall, and as the Chairman of the Securities Industry and Financial Markets Association (SIFMA). Mr. Forst earned his MBA from the Wharton School of the University of Pennsylvania and his AB in Economics from Harvard University. Robert Darwent is our Chief Financial Officer. Alongside Mr. Lea, Mr. Darwent is a founder of Lion Capital where he sits on the Investment Committee and Operating Committee of the firm. Prior to founding Lion Capital in 2004, Mr. Darwent worked with Mr. Lea in the European operations of Hicks, Muse, Tate & Furst since its formation in 1998. From 1995 to 1998, Mr. Darwent worked in the London office of Morgan Stanley in their investment banking and private equity groups. Mr. Darwent graduated from Cambridge University in 1995. Mr. Darwent currently serves on the public company boards of Loungers plc (LON:LGRS) and DMS (NYSE:DMS). Our Board of Directors Lori Bush has agreed to serve on our board of directors and is the former President and Chief Executive Officer of Rodan + Fields, a US manufacturer and Social Commerce company specializing in skincare products, where she served from October 2007 until her retirement in January 2016. During Ms. Bush s tenure as President and Chief Executive Officer, she led the company from a start-up to one of the largest premium skincare brands in the United States and a valuation of $1.5 billion. With more than 30 years experience in the consumer and health care products industries, Ms. Bush was responsible for overseeing the brand s entrance into the direct selling arena. A seasoned direct selling leader, Ms. Bush previously served from February 2000 to March 2006 as President of the personal care segment of Nu Skin Enterprises, Inc. (NYSE:NUS), a global direct selling company operating in more than 40 markets around the world. During Ms. Bush s tenure with the company, she acted as a global spokesperson for the brand while leading the marketing, operations and research and development functions. Ms. Bush has also held several leadership positions, from 1993 to 2000, within the skincare franchise of Johnson & Johnson Consumer Products Companies, including Worldwide Executive Director Skin Care Ventures and Vice President of Professional Marketing at Neutrogena. In 2020, Ms. Bush came out of retirement as the co-founder and CEO of Solvasa LLC, a beauty and wellness startup pioneering the concept of Integrative Beauty. Ms. Bush also served as a director of Leo Holdings Corp., a special purpose Table of Contents acquisition company formed for substantially similar purposes as our company and that completed its initial public offering in February 2018. Ms. Bush is also the former chairman of the board of managers of New Avon and a former director of public and private companies in the medical device and consumer health space and currently serves as a director for two privately held consumer products companies. Ms. Bush has a Bachelor of Science in Medical Technology, which she received from The Ohio State University in 1978 and an MBA from Fox School of Management at Temple University which she received in 1985 and where she currently serves as Director on the Board of Visitors. Mark Masinter is a Managing Member and founder of OPEN Realty Advisors, one of North America s premier investment, development and real estate advisory firms solely focused on the consumer sector. Under Mr. Masinter s leadership, OPEN has consulted with and led the store growth and real estate execution strategies of some of North America s premier consumer brands. Representative brands OPEN has led include: Apple (almost 300 stores since 1999); Restoration Hardware (more than 125 real estate transaction since 1992); Warby Parker (120 stores since 2014); J.Crew (more than 300 stores since 2005), Madewell (135 stores); and recent engagements with lululemon, AWAY Travel and Lucid Motors to initiate their respective store growth strategies. In addition to the real estate advisory activities, Mr. Masinter has led the investment of some of the most well-known retail developments in the US representing billions in capital investment, including: Legacy West; Henderson Avenue redevelopment; and The Hub. Mr. Masinter has invested in many retail, restaurant and direct-to-consumer channel businesses, including leading the founding investment in Restoration Hardware and as a founding partner of Retail & Restaurant Growth Capital, a mezzanine fund focused on growing retail and restaurant ventures including Quizno s, Uncle Julio s, and Elizabeth Arden Red Door Salons, among others. Mr. Masinter received a Bachelor of Political Science degree from Southern Methodist University. Mary E. Minnick has agreed to serve on our board of directors and was a Partner of Lion Capital from 2007 until 2017. Previously, Ms. Minnick served in various capacities at The Coca-Cola Company (NYSE:KO), including as Chief Operating Officer of Asia and Global President of Marketing, Strategy and Innovation, from 1983 to 2007. During Ms. Minnick tenure at The Coca-Cola Company, she led the strategic planning process for all markets and held direct responsibility for strategic planning, marketing, new product development, product quality, advertising, media, environmental policies, sustainability, research and development, science and regulatory affairs, worldwide packaging and equipment. In Ms. Minnick role as Chief Operating Officer of Asia from 2002 to 2005, she was responsible for the management of 30 countries throughout Asia. Ms. Minnick has also served as a member of the board of directors of the global brewer Heineken (AMS:HEIA) from 2008 to 2015 and the consumer packaged food and beverage company WhiteWave Foods Co. (NYSE:WWAV) from 2012 to 2016. Ms. Minnick currently is a member of the board of directors of the Target Corporation (NYSE:TGT), which she joined in 2005. Ms. Minnick also served as a director of Leo Holdings Corp., a special purpose acquisition company formed for substantially similar purposes as our company and that completed its initial public offering in February 2018. Ms. Minnick continues to serve as Chairman of DMS (NYSE:DMS). Ms. Minnick has an MBA from Duke University and a BA in Business from Bowling Green State University. Strategic Advisors We have established a non-governance board of advisors to assist in the search and evaluation of potential targets. Each of these executives brings a long track record of operating experience, particularly in the area of digital transformative and disruptive technologies. Scott Flanders has served as Chief Executive Officer of eHealth, Inc. since May 2016 and as a director since February 2008. Prior to joining eHealth as CEO, Mr. Flanders served as the chief executive officer of Playboy Enterprises, Inc., a media and lifestyle company from 2009 until May 2016. Previously, Mr. Flanders served as the president and chief executive officer of Freedom Communications, Inc., a privately-owned media company, from January 2006 to June 2009, and as a member of its board of directors from 2001 to 2009. From 1999 to July Table of Contents 2005, Mr. Flanders served as the chairman and chief executive officer of Columbia House Company, a direct marketer of music and video products, which was acquired by Bertelsmann AG in July 2005. Mr. Flanders holds a B.A. degree in economics from the University of Colorado and a J.D. from Indiana University. He is also a certified public accountant. Imran Khan is the co-founder and Chief Executive Officer of Verishop, a new e-commerce company with the mission to bring online shopping back to life. By merging industry-leading tech and retail, Verishop aims to be nimble and innovative in creating an ever-evolving shopping destination that both shoppers and brands can count on. In addition to Verishop, Imran also serves as the CEO of Proem Asset Management. Prior to co-founding Verishop, Imran served as Snap Inc. s Chief Strategy Officer, where he oversaw the company s overall operation, corporate strategy, revenue generation, and partnerships. Under his leadership, Snap s annual revenue grew significantly. Previously, Imran was a Managing Director and Head of Global Internet Investment Banking at Credit Suisse where he advised on more than several billions of Internet M&A and financing transactions. Before joining Credit Suisse, Imran held the role of Managing Director and Head of Global Internet Research at JPMorgan Chase. During his JP Morgan research career, Imran was consistently ranked as one of top Internet analysts in Wall Street by third party research surveys. Scott McNealy is the Co-Founder of Sun Microsystems and served as CEO and Chairman of the Board for 22 years during which he piloted the company from startup to Silicon Valley giant in computing infrastructure, network computing, and open-source software. Under his watch, Sun Microsystems employed approximately 235,000 worldwide. Sun was sold to Oracle in 2010 for $7.4 billion. Today, McNealy is heavily involved in advisory roles for companies that range from startup stage to large corporations, including Curriki. Curriki (curriculum + wiki) is an independent 501(c)(3) organization working toward eliminating the education divide by providing free K-12 curricula and collaboration tools through an open-source platform. Experience with Special Purpose Acquisition Vehicles Our management team has previous experience in the execution of public acquisition vehicles. From November 2017 until July 2020, Mr. Lea was the Chairman and Chief Executive Officer, Mr. Darwent was the Chief Financial Officer and each of Ms. Bush and Ms. Minnick were directors of Leo Holdings Corp., a special purpose acquisition company formed for substantially similar purposes as our company and that completed its initial public offering in February 2018. On April 23, 2020 Leo Holdings Corp. entered into a Business Combination Agreement with Digital Media Solutions Holdings, LLC ( DMS ) and certain of its affiliates pursuant to which Leo Holdings Corp. acquired DMS on July 15, 2020. Messrs. Forst, Lea, and Darwent have also incorporated Leo Holdings Corp. II ( Leo II ), a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting its own initial business combination. Mr. Forst is the Chairman of the Board of Directors of Leo II, Mr. Lea is the Chief Executive Officer of Leo II, and Mr. Darwent is the Chief Financial Officer of Leo II and each of them owe fiduciary duties under Cayman Islands law to Leo II. Leo II completed its initial public offering in January 2021 and raised $375 million through the issuance of 37,500,000 units each of which consists of one Class A ordinary share, $0.0001 par value per share and one-quarter of one redeemable warrant, each whole public warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share. Messrs. Forst, Lea, and Darwent have also incorporated Leo Holdings III Corp. ( Leo III ), a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting its own initial business combination. Mr. Forst is the Chairman of the Board of Directors of Leo III, Mr. Lea is the Chief Executive Officer of Leo III, and Mr. Darwent is the Chief Financial Officer of Leo III and each of them owe fiduciary duties under Cayman Islands law to Leo III. Leo III has not yet completed its initial public offering. Table of Contents With respect to the above, past performance of our management team, Leo Holdings Corp. or Lion Capital and its affiliates is not a guarantee of either (i) success with respect to a business combination that may be consummated or (ii) the ability to successfully identify and execute a transaction. You should not rely on the historical record of management, Leo Holdings Corp. or Lion Capital and its affiliates as indicative of future performance. An investment in us is not an investment in Lion Capital. For a list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to the Management Conflicts of Interest section of this prospectus. Business Strategy Our selection process will leverage our management team s and strategic advisor s broad and deep relationship network, industry expertise and proven deal-sourcing capabilities to provide us with a number of business combination opportunities. Our management team has experience in: operating companies, setting and changing strategies, and identifying, mentoring and recruiting world-class talent; developing and growing companies, both organically and through acquisition, and expanding the product ranges and geographic footprints of a number of target businesses; evaluating disruptive technologies particularly with regards to the transition of offline consumer habits to online purchasing throughout the consumer lifecycle extending from sourcing, logistics, planning through to consumer interface and purchase behavior; sourcing, structuring, acquiring and selling businesses; partnering with other industry-leading companies to increase sales and improve competitive position; fostering relationships with sellers, capital providers and target management teams; and accessing the capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership. We will focus our search on established companies with a leading competitive position, strong management team, collaborative and collegiate culture, robust financial profile and strong long-term potential for profitability. The past performance of our founders and other members of our management team is not a guarantee that we will be able to identify a suitable candidate for our initial business combination, nor of success with respect to any business combination we may consummate. You should not rely on the historical record of our management s performance as indicative of our future performance. An investment in us is not an investment in Lion Capital. Following the completion of this offering, we will communicate with our management s network of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines which we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in Table of Contents evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire one or more businesses that we believe: are underperforming their potential but can demonstrate a clear microeconomic thesis for value creation; while close attention is paid to prevailing market and economic trends, these are not the primary drivers of growth. Given our experience and extensive understanding of the key players and trends in the consumer space our deep understanding of our target markets enables us to seek targets which can yield significant value in all market conditions; are at an inflection point, such as those requiring additional management expertise. We believe that we are well-positioned to partner with founders and act as stewards of a business through the transition phase from founder ownership to acquisition by a strategic purchaser. We bring a vast experience working with owners and entrepreneurs as a prestigious and value-added partner bringing expertise and knowledge having transformed and grown dozens of brands; evaluate and improve a company s growth prospects and help it realize opportunities to create shareholder value following the consummation of a business combination. The credibility of our senior team means we are recognized as one of the preeminent investors in consumer brands globally and are frequently sought out by entrepreneurs; have significant embedded and/or underexploited expansion opportunities. This can be accomplished through a combination of accelerating organic growth and finding attractive add-on acquisition targets. Our management team has significant experience in identifying such targets and helping target management assess the strategic and financial fit. Similarly, our management team has the expertise to assess the likely synergies and a process to help a target company integrate acquisitions; exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace based on our company-specific analysis and due diligence review. For a potential target company, this process will include, among other things, a review and analysis of the company s capital structure, quality of earnings, potential for operational improvements, corporate governance, customers, material contracts, and industry background and trends. We leverage the operational experience and disciplined investment approach of our team to identify opportunities to unlock value that our experience in complex situations allows us to pursue; and will offer attractive risk-adjusted equity returns for our shareholders. We will seek to acquire a target on terms and in a manner that leverages our experience in transformational investing. Financial returns will be evaluated based on (i) the potential for organic growth in cash flows, (ii) the ability to achieve cost savings, (iii) the ability to accelerate growth, including through the opportunity for follow-on acquisitions, and (iv) the prospects for creating value through other value creation initiatives. Potential upside from growth in the target business earnings and an improved capital structure will be weighed against any identified downside risks. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Table of Contents Initial Business Combination Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (net of amounts previously disbursed to management for working capital purposes and excluding the amount of deferred underwriting discounts held in trust and taxes paid or payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm with respect to the satisfaction of such criteria. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Lion Capital or our sponsor, Founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Lion Capital, our sponsor or any of our Founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. Affiliates of Lion Capital and members of our board of directors will directly or indirectly own founder shares and private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. Table of Contents We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriter or other advisors. Lion Capital is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our company and we will not consider a business combination with any company that has already been identified to Lion Capital as a suitable acquisition candidate for it, unless Lion Capital, in its sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity in accordance with Lion Capital s applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Lion Capital manages multiple investment vehicles, and will raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These Lion Capital investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. In addition, certain of our Founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, investment funds, accounts, co-investment vehicles and other entities managed by Lion Capital or its affiliates and certain companies in which Lion Capital or such entities have invested. As a result, if any of our Founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any Lion Capital funds or other investment vehicles), then, subject to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to Lion Capital or our Founders may be suitable for both us and a current or future Lion Capital fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio company or other entity before being directed, if at all, to us. None of Lion Capital, our Founders or any members of our board of directors who are also employed by Lion Capital or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of Lion Capital. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our Founders and our directors and officers, Lion Capital, or its affiliates may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates and the director and officer teams. However, we do not expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our Founders, officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. In particular, certain of our officers and directors served as an officer or director of Leo Holdings Table of Contents Corp., a blank check company sponsored by Lion Capital that entered into a Business Combination Agreement with DMS and certain of its affiliates on April 23, 2020 to acquire DMS. Leo Holdings Corp. acquired DMS on July 15, 2020. Moreover, our Founders, officers and directors have and will have in the future time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by Lion Capital or its affiliates. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investments funds, accounts, co-investment vehicles and other entities managed by Lion Capital or its affiliates (including, without limitation, arising as a result of certain of our Founders, officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles and other entities), Lion Capital and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. Corporate Information Our executive offices are located at Albany Financial Center South Ocean Blvd Suite #507, P.O. Box SP-63158, New Providence, Nassau, The Bahamas. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm s attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the Table of Contents market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Table of Contents The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 30,000,000 units, at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-fifth of one redeemable warrant. Proposed NYSE symbols Units: .U Class A ordinary shares: Warrants: WS Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Table of Contents Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters overallotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 30,000,000(1) Ordinary shares: Number outstanding before this offering 8,625,000(2)(3) Number outstanding after this offering 37,500,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in private placement simultaneously with this offering 6,000,000(1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 13,500,000(1) Exercisability Each whole warrant sold in this offering is exercisable to purchase one Class A ordinary share. Only whole warrants are exercisable. We structured each unit to contain one-fifth of one warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each (1) Assumes no exercise of the underwriters over-allotment option and the corresponding forfeiture of 1,125,000 founder shares for no consideration. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (3) Includes 1,125,000 founder shares that are subject to forfeiture. (4) Includes 30,000,000 public shares and 7,500,000 founder shares, assuming 1,125,000 founder shares have been forfeited. Table of Contents contain a warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ),(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants for cash and Redemption when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Table of Contents We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the closing price of our ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. Table of Contents None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption when the price per Class A ordinary share equals or exceeds $10.00 Commencing on the day the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Shareholders Warrants ; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. In no event will the warrants be exerciseable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). The fair market value of our Class A ordinary shares shall mean the average last reported sale price of our Class A ordinary shares for the 10 trading days immediately following date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. Table of Contents No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Founder shares On February 8, 2021, the sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses of the company in consideration of 8,625,000 founder shares, par value $0.0001. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. In February 2021 our sponsor transferred 30,000 founder shares to each of our directors and 20,000 shares in the aggregate to our strategic advisors. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our sponsor (and its permitted transferees), on an as-converted basis, at 20% of our issued and outstanding Class A ordinary shares upon the consummation of this offering. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and (ii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). If we submit our initial business combination to our public shareholders for a vote, our sponsor and each member of our management team have agreed to vote their founder shares and any public shares purchased during or Table of Contents after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 13,125,001, or 37.5%(assuming all outstanding shares are voted and the over-allotment option is not exercised), or 1,093,750, or 6.25%(assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). The other members of our management team have entered into agreements similar to the one entered into by our sponsor with respect to any public shares acquired by them in or after this offering; and the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. Transfer restrictions on founder shares Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares or any Class A ordinary shares into which they may convert until the earliest of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination,(x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Founder shares conversion and anti- dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day immediately following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of Class A ordinary shares issued and outstanding upon completion of this offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Table of Contents business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Appointment of directors; Voting Rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution passed by a majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 6,000,000 private placement warrants (or 6,600,000 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant ($9,000,000 in the aggregate or $9,900,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not consummate an initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the Table of Contents holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Proceeds to be held in trust account Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $300,000,000, or $345,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee and $3,000,000 will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $10,500,000 (or $12,075,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any,(less up to $100,000 of interest to pay dissolution expenses) our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein,(b) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering, and (c) the redemption of our public shares if we are unable to complete our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we are unable to complete an initial business Table of Contents combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.20% per year, we estimate the interest earned on the trust account will be approximately $600,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering not held in the trust account, which will be approximately $1,300,000 in working capital after the payment of approximately $1,700,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination NYSE rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (net of amounts previously disbursed to management for working capital purposes and excluding the amount of deferred underwriting discounts held in trust and taxes paid or payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or a valuation or appraisal firm. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment Table of Contents company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases of Our Securities for a description of how our sponsor, directors, executive officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the Table of Contents likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any,(less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor and each member of our management team have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may Table of Contents require:(i) cash consideration to be paid to the target or its owners,(ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a Table of Contents majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 13,125,001, or 37.5%(assuming all outstanding shares are voted and the over-allotment option is not exercised), or 1,093,750, or 6.25%(assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). The other members of our management team have entered into agreements similar to the one entered into by our sponsor with respect to any public shares acquired by them in or after this offering. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least twenty business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Table of Contents Limitation on redemption rights of shareholders holding more than 15% or more of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection Table of Contents with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we are unable to consummate an initial business combination within 24 months from the closing of this offering, we will:(i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, to pay our income taxes, if any,(less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor has entered into an agreement with us, pursuant to which it has waived its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. However, if our sponsor or members of our management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Table of Contents Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not consummate an initial business combination within 24 months from the closing of this offering, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any,(less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsors, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in an amount not to exceed $10,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; Table of Contents Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans; and The potential payment of a finder s fee to one or more independent directors or strategic advisors to the extent such director(s) or strategic advisor(s) render services in connection with locating the target business with which a successful business combination transaction is consummated. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering held outside the trust account or from loans made to us by our sponsor or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Table of Contents Summary of Risk Factors An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled Risk Factors, alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The requirement that we consummate an initial business combination within 24 months (or such later date as approved by our shareholders) after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. If we seek shareholder approval of our initial business combination, our initial shareholders, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public float of our shares of Class A ordinary shares or public warrants. If a shareholders fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Table of Contents Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001847416_orion_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001847416_orion_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1fee49bf142f763feec486e40fea908b00985fa3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001847416_orion_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and article of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Act are to the Companies Act (As Revised) of the Cayman Islands, as the same may be amended from time to time; company, we, us, our, or Orion are to Orion Biotech Opportunities Corp., a Cayman Islands exempted company; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; forward purchase agreement are to the agreement providing for the sale of the forward purchase units to MSD Partners in a private placement to occur concurrently with the closing of our initial business combination; forward purchase investor are to MSD Partners which, will enter into the forward purchase agreement; forward purchase securities are to the forward purchase shares and forward purchase warrants; forward purchase shares are to Class A ordinary shares to be issued as part of the forward purchase units; forward purchase units are to the units consisting of one forward purchase share and one-fifth of one forward purchase warrant to be issued pursuant to the forward purchase agreement; forward purchase warrants are to warrants to purchase Class A ordinary shares to be issued as part of the forward purchase units; founders are to James Huang and Chrystyna Bedrij Stecyk; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to our sponsor and each other holder of founder shares upon the consummation of this offering; management or our management team are to our executive officers and directors (including our director nominees who will become directors at the consummation of this offering); MSD Capital are to MSD Capital, L.P., the family office of Michael Dell and his family; MSD Partners are to MSD Partners, L.P., an SEC registered investment adviser formed by partners of MSD Capital; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; Panacea are to Panacea Venture Healthcare, a venture capital firm focused on early and growth stage healthcare companies globally; 1 Table of Contents private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares to be sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); sponsor are to Orion Sponsor Holdings, LLC, a Delaware limited liability company and an affiliate of MSD Partners; and Strategic Advisors are to John Phelan and Robert Platek. Any forfeiture or transfer of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless otherwise stated, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. General We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not yet identified any potential business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. Orion was established by our co-founders, James Huang and Chrystyna Bedrij Stecyk, to pursue investment opportunities in industries that complement our management team s background. To capitalize on the ability of our management team to identify and acquire a business, we retain the ability to pursue an initial business combination opportunity in any business, industry, sector, or geographical location. While we may pursue an acquisition opportunity in any business, industry, sector, or geographical location, we intend to focus on the biotechnology and life sciences industries. In particular, we will target North American, European, and Asian healthcare companies with the potential to drive transformational change through the development and commercialization of novel therapies or technologies, areas in which our team has extensive operating, investing and transactional experience. We believe the combination of our affiliation with MSD Partners and Panacea, the experience and network of our founders, management team and Strategic Advisors, and the access to our board members expertise will be attractive to potential target businesses and will enable us to identify and execute a successful business combination. Our sponsor is affiliated with MSD Partners and Panacea. Panacea is a leading venture capital firm focused on early and growth stage healthcare companies globally. The Panacea team spun out of Kleiner Perkins Caufield & Byers China in 2017 to form Panacea Venture Fund I, investing and incubating innovative biotechnology companies worldwide. Panacea has consistently performed in the top quartile among 2008-2018 vintage venture capital firms based on performance benchmarks, delivering over $1.2 billion ($910 million realized) of total value on $240 million invested over 31 different investments. MSD Partners is an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as amended (the Investment Advisers Act ), which was established in 2009, by partners of MSD Capital. MSD Capital is the private investment firm that was established in 1998 to exclusively manage the capital of Michael Dell and his family. As of December 31, 2020, MSD Capital and MSD Partners collectively manage over $19 billion and employ over 110 people. 2 Table of Contents Orion will benefit from Panacea s relationship network and extensive biotechnology and life sciences investing, development, financial, and operational expertise. Orion will also benefit from MSD Partners depth of investment experience across asset classes through different economic cycles, its proprietary relationships, and its reputation in the marketplace as a preferred partner. MSD Partners utilizes a multi-disciplinary investment strategy focused on maximizing capital appreciation over the long-term. MSD Partners maintains a large and dynamic infrastructure that provides significant support in the form of shared research, deal sourcing, legal and transactional expertise, and institutional-quality middle and back-office resources. The firm invests throughout the capital structure in public and private companies at all stages of growth and across sectors. As a result, we believe MSD Partners will provide Orion with (i) connectivity with a leading institutional investment platform with many years of experience in the marketplace and a culture focused on maximizing long-term value, (ii) the ability to source a large number and more differentiated set of business combination opportunities, and (iii) the means to optimize our capital structure and raise incremental capital to support potential go-forward needs following a business combination. To support the business combination, our forward purchase investor is entering into a forward purchase agreement where it has agreed to purchase, in the aggregate and at its sole discretion, up to $20,000,000 of the forward purchase units. Our Management Team Our management team includes individuals with experience incubating, operating, and investing in biotechnology and life sciences companies. We believe our management team is well-positioned to take advantage of the growing set of acquisition and investment opportunities within the biotechnology and life sciences sectors. James Huang is Orion s Chief Executive Officer and serves on Orion s board of directors. Mr. Huang is the Founding Managing Partner of Panacea and has over 30 years of experience in the healthcare sector as a successful entrepreneur, investor, and an opinion leader. Mr. Huang is also a managing partner of Kleiner Perkins Caufield & Byers China. He has co-founded and/or financed several innovative life sciences companies, including GenScript (HK:1548), Sutro Biopharma (NASDAQ: STRO), Legend Biotech (NASDAQ: LEGN), Zai Lab (NASDAQ: ZLAB), and Zhaoke Ophthalmology (IPO filed in HKSE). Mr. Huang joined Kleiner Perkins Caufield & Byers China in 2011 and focuses on the firm s life sciences practice. Prior to this, Mr. Huang was a Managing Partner at Vivo Ventures, a Venture Capital firm specializing in life sciences investments. Before joining Vivo Ventures in 2007, Mr. Huang was president of Anesiva, a biopharmaceutical company focused on pain-management treatments. During his 20-year career in the pharmaceutical and biotechnology industry, he also held senior roles in business development, sales, marketing and R&D with Tularik Inc. (acquired by Amgen), GlaxoSmithKline LLC, Bristol-Meyers Squibb and ALZA Corp. (acquired by Johnson & Johnson). Mr. Huang is Chairman of the Board at Eden Biologics, TriArm Therapeutics, XW Pharma, Ziopharm Oncology (NASDAQ: ZIOP), Windtree Therapeutics (NASDAQ: WINT) and serves as a director on the boards of OncXerna, CASI Pharma (NASDAQ: CASI), Tactiva Therapeutics and Kindstar Global. Mr. Huang invested in GenScript, (HK: 1548), including its subsidiary Legend Biotech (NASDAQ: LEGN), when it was a small U.S. venture backed company, participating in its growth into a revenue-generating company with a multi-billion dollar valuation and public listings on the Hong Kong Stock Exchange and Nasdaq. Mr. Huang received an M.B.A. from the Stanford Graduate School of Business and a B.S. degree in chemical engineering from the University of California, Berkeley. Chrystyna Bedrij Stecyk is a Vice President of Orion. Ms. Bedrij Stecyk is a Co-Founder and Principal of Griffin Securities, an equity research and investment banking firm specializing in biotechnology, technology, and energy. She has over 20 years of experience in biotechnology as a research analyst, investment banker, business development professional, and incubator of new biotechnology companies. Her experience spans multiple therapeutic areas, including oncology, rare disease, and the central nervous system across a wide range of modalities. In 2013 she incubated and co-founded Agilis Therapeutics, which was purchased by PTC Therapeutics in 2018 for approximately $1 billion in cash, stock, and milestones, excluding royalties. She is also co-founder and manager of several new private companies focused on developing state-of-the-art therapeutics. Ms. Bedrij Stecyk has served on the board of directors of Vaccinex (NASDAQ: VCNX) since May 2020 and is a member of the audit committee. She has a Master of Business Administration in Finance from New York University s Leonard N. Stern of Business and a Bachelor of Arts in Economics from Vassar College. 3 Table of Contents Mark Kayal is Orion s Chief Financial Officer and Secretary. Mr. Kayal is the Senior Controller of MSD Partners. Prior to joining MSD Partners in 2011, Mr. Kayal was a Senior Auditor at PricewaterhouseCoopers LLP in the Banking and Capital Markets Practice. Mr. Kayal is the Head of Valuation and oversees the MSD Partners accounting and valuation teams. Mr. Kayal holds a Bachelor of Science in Accounting & Philosophy from the University of Scranton. Mr. Kayal is a Certified Public Accountant in the State of New York and is a member of the American Institute of Certified Public Accountants. Our Strategic Advisors John Phelan is a strategic advisor for Orion. Mr. Phelan is the Co-Founding Partner and Chief Investment Officer of MSD Partners and MSD Capital and is responsible for overseeing investment strategy. Prior to co-founding MSD Capital in 1998, Mr. Phelan was a Principal at ESL Partners ( ESL ), a Greenwich, Connecticut-based investment firm. At ESL, he was responsible for Special Situation and Distressed Investments and helped grow the firm from $50 million to over $2 billion in assets under management. Mr. Phelan was previously a Vice President at the Equity Group: Zell-Merrill Lynch Real Estate Opportunity Funds, where he oversaw Acquisitions (Western Region). Mr. Phelan began his career as an Analyst in the Investment Banking Division of Goldman Sachs. Mr. Phelan serves on several charitable boards, including the Whitney Museum of Art, Spirit of America, and Third Option Foundation. He also serves as a member of Harvard Business School s Board of Dean s Advisors, the Investment Committee for the SMU Endowment, and is a Global Insight Partner and member of the North American Advisory Board for the London School of Economics. Mr. Phelan has over 30 years of investment and transactional experience across asset classes and geographies. He is responsible for building and developing integrated cross-asset platforms, various investment strategies, and has overseen a substantial increase in assets under management at MSD Capital and MSD Partners. He is Chairman of MSD Partners Investment Committee and Chairman of the board of directors of MSD Acquisition Corp., a special purpose acquisition company affiliated with MSD Partners. Mr. Phelan received his Master of Business Administration from Harvard Business School and holds a Bachelor of Arts in Economics and Political Science, Phi Beta Kappa and cum laude with distinction, from Southern Methodist University. Mr. Phelan also holds a General Course degree with an emphasis in Economics and International Relations from The London School of Economics. Robert Platek is a Strategic Advisor for Orion. Mr. Platek is the Global Head of Credit and Portfolio Manager of the MSD Credit Opportunity Funds, Private Credit Opportunity Funds, Real Estate Credit Opportunity Funds and Special Investments Funds and a Partner of MSD. He joined MSD in January 2002 as Co-Manager of the Special Opportunities Portfolio and became a Partner of MSD in January 2006. From 1995 through 2001, Mr. Platek founded Griffin Partners, L.P. and Plymouth Partners, L.P., and he was also the Hedge Fund Portfolio Manager for the Proprietary Group of Paine Webber, in each case focusing primarily on distressed and high yield bonds as well as restructured equities. From 1991 through 1994, he was a member of the High Yield Trading Group at Citicorp Securities, Chase Securities and The Printon Kane Group. From 1986 through 1990, Mr. Platek was a financial analyst of Chase Manhattan Bank s Debt Restructuring Group and Financial Audit Group. Mr Platek has served on the board of BioTheryX since July 2020. Mr. Platek received a B.S. degree from Rutgers University in 1986. Our Independent Director Nominees Samuel Broder, M.D. has agreed to serve on our board of directors. Prior to his retirement, Dr. Broder was Senior Vice President from 2012 to June 2016 and Head of the Health Sector from 2015 to June 2016 for Intrexon Corporation, a synthetic biology company. Prior to Intrexon, he served as the Executive Vice President for Medical Affairs and Chief Medical Officer at Celera Corporation from 1998 to 2010. Prior to Celera, Dr. Broder served as Senior Vice President, Research and Development and Chief Scientific Officer at IVAX Corporation from 1995 to 1998. Dr. Broder served as the director of the National Cancer Institute from 1989 to 1995 appointed by President Ronald Reagan, where he oversaw the development of numerous anti-cancer therapeutic agents. Dr. Broder has served as a member of the board of directors of Sensei Biotherapeutics since April 2019. 4 Table of Contents Dr. Broder received a B.S. from University of Michigan and an M.D. from the University of Michigan Medical School, with post-graduate training at Stanford University in Palo Alto. James Collins, Ph.D., has agreed to serve on Orion s board of Directors. Dr. Collins is the Termeer Professor of Medical Engineering & Science and Professor of Biological Engineering at the Massachusetts Institute of Technology (MIT), as well as a Member of the Harvard-MIT Health Sciences & Technology Faculty. He is also a Core Founding Faculty member of the Wyss Institute for Biologically Inspired Engineering at Harvard University, and an Institute Member of the Broad Institute of MIT and Harvard. He is one of the founders of the field of synthetic biology, and his research group is focused on using synthetic biology to create next-generation diagnostics and therapeutics. Dr. Collins has co-founded several biotechnology and life sciences companies, including Synlogic (NASDAQ: SYBX), Cellarity, Senti Biosciences, and Sherlock Biosciences. He serves on the Board of Directors of Cellarity, Sherlock Biosciences, and Fulcrum Therapeutics (NASDAQ: FULC). Dr. Collins also serves on the Scientific Advisory Board of multiple biotechnology and life sciences companies, including Synlogic, Senti Biosciences, Shape Therapeutics, and Danaher Corporation (NYSE: DHR). Dr. Collins has received numerous awards for his research in biotechnology, including a MacArthur Genius Award, the Dickson Prize in Medicine, and a NIH Director s Pioneer Award. He is an elected member of all three national academies the National Academy of Sciences, the National Academy of Engineering, and the National Academy of Medicine in addition to the American Academy of Arts & Science and the National Academy of Inventors. Dr. Collins received a B.A. in physics from the College of the Holy Cross and a doctorate in medical engineering from the University of Oxford, where he was a Rhodes scholar. Louisa (Lucy) Rodriguez is Executive Vice President of Investor Relations, Corporate Communications and Public Affairs at CEMEX, S.A.B. de C.V. ( CEMEX ) (NYSE: CX). She has over 25 years of experience in international finance and capital markets. She joined CEMEX in 2006 in the Investor Relations Department where she has been involved in more than $15 billion of equity and fixed income fundraising efforts. She also represents CEMEX in the international financial community. Prior to CEMEX, Ms. Rodriguez spent 15 years at Citibank where she worked in capital markets origination, debt syndicate and securitization financing for Emerging Market issuers. In her early career, she worked for KPMG in their Audit Department. She is also on the board of Trinidad Cement Ltd. and TCL Group. Ms. Rodriguez holds a B.A. in Economics from Trinity College, an MBA from New York University and a Masters from Columbia University School of International and Public Affairs. She has been a Certified Public Accountant (lapsed). Our Forward Purchase Agreement and Committed Capital We believe our ability to complete our initial business combination will be enhanced by the additional security we bring by entering into a forward purchase agreement with the forward purchase investor pursuant to which the forward purchase investor has agreed to purchase, in the aggregate, up to $20,000,000 of forward purchase units. Each forward purchase unit will consist of one Class A ordinary share, or a forward purchase share, and one-fifth of one warrant to purchase one Class A ordinary share, or a forward purchase warrant, at a purchase price of $10.00 per unit, and will be sold in a private placement concurrently with the closing of our initial business combination. The amount of forward purchase units sold pursuant to the forward purchase agreement will be subject to the forward purchase investor s sole discretion. The forward purchase shares will generally be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will be entitled to certain registration rights, as described herein. The forward purchase warrants will have the same terms as the private placement warrants so long as they are held by the forward purchase investor or its permitted assignees and transferees. We believe our committed capital ensures alignment with shareholders and will make us more attractive to a potential business combination target. 5 Table of Contents Competitive Advantages We believe that Orion s team has differentiated operational and investment experience that could be helpful in our pursuit of an initial business combination. We anticipate that this experience and our affiliation with MSD Partners will position us as a compelling partner to potential targets in the biotechnology and life sciences industries. We may also be able to offer value to a target business following the completion of an initial business combination by providing access to our management team s extensive industry network, operational expertise, and capital markets resources. Proven track record of value creation: Our team brings extensive industry experience and strong track records. Panacea has consistently performed in the top quartile among 2008-2018 vintage venture capital firms based on performance benchmarks, delivering over $1.2 billion ($910 million realized) of total value on $240 million invested over 31 different investments. MSD Partners and MSD Capital together have over two decades of investment experience and have generated billions of dollars of investment profits. We believe we will benefit from MSD Partners strong reputation in the marketplace and institutional platform with experienced investment, risk management, and infrastructure personnel. Extensive public markets experience: Our team has extensive experience in helping companies successfully navigate the capital markets, particularly advising on and executing the transition from private to public markets for growth companies. MSD Partners has been investing in the public markets for many years and takes a long-term, private equity-like approach to the public markets, investing alongside high-quality management teams and striving to build positive working relationships. Our CEO James Huang is a biotechnology industry veteran, having previously held positions as Vice President of Business Development and Commercial Operations at Tularik Inc., which went public through an IPO on the Nasdaq in December 1999 and reached a billion dollar market capitalization shortly thereafter, becoming one of the first billion dollar biotechnology IPOs. Tularik was later acquired by Amgen for $1.3 billion. Mr. Huang was also President of Anesiva Inc. (formerly known as Corgentech) which had a successful IPO on the Nasdaq in 2004. Since becoming a venture capitalist in 2007, Mr. Huang has invested in 31 companies of which 10 subsequently listed on exchanges in the United States, Hong Kong and China, seven companies were exited through trade sale, and two have recently filed for public listings. Robust transaction sourcing capabilities: Our team has a broad network of relationships in the biotechnology and life sciences sectors, including with venture capitalists, private and public investors, industry executives, key opinion leaders, and investment bankers. We expect these relationships to be helpful in our pursuit of an initial business combination. Our team s investment experience spans the public, venture capital, and private equity markets in biotechnology and life sciences. Deep relationships across the biotechnology ecosystem: Our team maintains relationships with senior executives throughout the biotechnology and life sciences industries. We believe this could provide access to deal flow and operational expertise. Many of our management team s former companies have been acquired by strategic purchasers, including Amgen, Johnson & Johnson, Medtronic, Actelion, Windtree, and PTC Therapeutics. Our team s past employers and portfolio companies have also established strategic licensing and collaboration relationships with prominent biopharmaceutical companies including Bristol-Myers Squibb, Eli Lilly, Takeda Pharmaceuticals, Johnson & Johnson, and many biotechnology companies. Underwriting and transactional capabilities across platforms: Our team has extensive underwriting and transactional expertise that we believe will be helpful in our pursuit of an initial business combination. Mr. Huang and Ms. Chrystyna Bedrij Stecyk have a process of proactively identifying superior management teams with novel therapeutic platforms prior to their steepest value inflection points, providing the potential to generate significant value to investors. MSD Partners cross-asset platform and team-oriented culture have helped generate attractive investment opportunities across its investment platforms in the past. MSD Partners integrated, multi-strategy structure allows it to quickly understand business models and evaluate a diverse set of investment opportunities across industries and cycles. MSD Partners evaluates hundreds of private and public investments each year. Ability to effect real business transformation and growth: Our team has unique capabilities to improve business operations following a combination. Our team s experience will not only help to identify potential targets, but also to scale the business post-combination and deploy capital thoughtfully in the future. Through Panacea Advisory LLC, an organization made of ex-FDA staff, Panacea provides full regulatory consulting services encompassing CMC, IND, and NDA filings of products in development. We believe our team s extensive operating 6 Table of Contents network will be invaluable in furthering a company s growth following the completion of our initial business combination. We will offer potential targets expertise, vision, and resources to help them grow their business. We intend to improve operations through our team s network of relationships, including our board members, management team, and operational advisors expertise. Acquisition Strategy Investment Scope Orion intends to target companies with transformational ideas that leverage science and business to develop innovative therapies or life sciences technologies. We expect these innovations to offer the potential to significantly advance the standard of care or diagnostic capability for the disease of focus and offer attractive risk-adjusted returns for our shareholders. We believe that Orion s team is well positioned to identify attractive acquisition opportunities because of its reputation, experience, and track record of investing success. Over the years, our team has built significant domain knowledge, relationship networks, and experience in the biotechnology and life sciences industries. We have identified the following general criteria and guidelines that we believe are important when evaluating prospective target businesses, but these criteria and guidelines are not intended to be exhaustive or absolute. We may ultimately decide to enter into an initial business combination with a target that does not meet some or all of these criteria and guidelines: A high probability of clinical and regulatory success The potential to transform or significantly enhance benefits to patients compared with the existing standard of care or technological capability A biomarker or other leading-edge method that increases the probability of commercial success for the company s therapeutic or platform Significant embedded or underexploited growth opportunities that can be monetized Unique competitive positioning for developing therapies or technologies that can be first-in-class or best-in-class in their respective categories and are expected to maintain competitive advantage in the long term A management team that has the requisite expertise to execute on the program and ability to manage a publicly listed company Unique Approach We believe we are further differentiated by the following approach employed by Panacea Venture, which we believe will be helpful in sourcing and executing on an initial business combination: Identify and invest in highly innovative growth stage companies as well as successful teams/academic leaders with rich industry experience Predict and adapt to industry trends and regulatory policies, enabling the target company to maximize potential growth Employ the 4C strategy: Intellectual Capital, Human Capital, Venture Capital, and Government Capital Adopt an operator-investor approach to help grow companies, providing critical resources and support Market Opportunity The biotechnology and life sciences industries are large and growing markets that we believe offer many attractive opportunities for a potential business combination. Large addressable market with secular growth: Industry demand for innovative and effective therapies continues to drive long-term growth in the biopharmaceutical industry. According to EvaluatePharma, worldwide prescription drug sales are expected to grow at a 7.4% CAGR between 2020 and 2026, with sales expected to reach 7 Table of Contents almost $1.4 trillion by 2026. A greater proportion of industry sales generating from oncology therapies, hundreds of anticipated approvals from the current clinical pipeline, and a larger amount of sales of biologic and orphan drugs underpin this growth. Growth in research and development: Scientific breakthroughs and innovations in oncology, gene therapy, synthetic biology, personalized medicine, precision medicine, rare diseases, and other sub-sectors of the biopharmaceutical and life sciences industries, are creating new opportunities for investors in the sector. According to EvaluatePharma, worldwide pharmaceutical R&D spend is expected to reach over $230 billion by 2026, an approximately 50% increase over ten years. Robust private market deal activity: Strong levels of venture capital activity in the biotechnology sector support our pursuit of an initial business combination. According to a recent Analyst note from Pitchbook, biotechnology and pharmaceutical start-ups raised over $23 billion in venture capital financing across 865 deals in 2020 as of November 18, 2020 breaking the deal value record set in 2018. Since 2015, biotechnology and pharmaceutical start-ups raised over $80 billion across over 4,000 deals. Many of these companies continue to grow and may view the public markets as an attractive alternative to support their growth. Regulatory environment: The FDA continues to approve new drugs at a healthy pace. There were 228 novel drug approvals in the five-year period from 2016 to 2020. This represents a 44% increase over the number of novel drugs approved over the period from 2010 to 2014. The constructive regulatory environment is encouraging continued investment in the biotechnology and life sciences sectors. Initial Business Combination We must consummate our initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting commissions held in trust and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm with respect to the satisfaction of such criteria. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own or acquire shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In such cases, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired by us is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. 8 Table of Contents We may, at our option, pursue an acquisition opportunity jointly with one or more entities affiliated with MSD Partners, MSD Capital, Panacea Ventures and/or one or more investors in funds managed by MSD Partners or Panacea Ventures, which we refer to as an Affiliated Joint Acquisition. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a specified future issuance throughout this prospectus. The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. This is not an offer for any specified future issuance. Pursuant to the anti-dilution provisions of our Class B ordinary shares, any such specified future issuance would result in an adjustment to the conversion ratio such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all ordinary shares outstanding upon completion of this offering plus all shares issued in the specified future issuance, unless the holders of a majority of the then-outstanding Class B ordinary shares agreed to waive such adjustment with respect to the specified future issuance at the time thereof. We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our ordinary shares. We will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information Our executive offices are located at 645 Fifth Avenue, 21st Floor, New York, New York 10022 and our telephone number is (212) 303-1650. Upon completion of this offering, our corporate website address will be www.orionbiotechopportunities.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus forms a part. You should not rely on any such information in making your decision whether to invest in our securities. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal 9 Table of Contents quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. 10 Table of Contents The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 20,000,000 units (or 23,000,000 units if the underwriter s over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-fifth of one redeemable warrant. Proposed Nasdaq symbols Units: ORIAU Class A ordinary shares: ORIA Warrants: ORIAW Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Cantor Fitzgerald & Co. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriter s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter s over-allotment option. 11 Table of Contents Units: Number outstanding before this offering 0 Number outstanding after this offering 20,000,000(1) Ordinary shares: Number outstanding before this offering 5,750,000(2)(3) Number outstanding after this offering 25,000,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,333,333(1) Number of warrants to be outstanding after this offering and the private placement 8,333,333(1)(5) Exercisability Each whole warrant sold in this offering is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-fifth of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies that contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. The forward purchase warrants will be exercisable on the same terms as the private placement warrants. ____________ (1) Assumes no exercise of the underwriter s over-allotment option and the corresponding forfeiture of 750,000 founder shares. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (3) Includes up to 750,000 founder shares that are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised. (4) Includes 20,000,000 public shares and 5,000,000 founder shares, assuming 750,000 founder shares have been forfeited. (5) Includes 4,000,000 public warrants included in the units sold in this offering and 4,333,333 private placement warrants to be sold in the private placement. 12 Table of Contents Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination (other than the forward purchase securities) at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a 13 Table of Contents warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants (including the forward purchase warrants) become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants and the forward purchase warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sales price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Warrants Anti-dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants or forward purchase warrants will be redeemable by us so long as they are held by our sponsor or the forward purchase investor, as applicable, or their respective permitted transferees. 14 Table of Contents Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants (including the forward purchase warrants) become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant; upon a minimum of 30 days prior written notice of redemption; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Warrants Anti-dilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Warrants Anti-dilution Adjustments ), the private placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Warrants. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume-weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Warrants for additional information. 15 Table of Contents Forward purchase agreement Prior to the consummation of this offering, we will enter into a forward purchase agreement with the forward purchase investor pursuant to which the forward purchase investor has agreed to purchase up to $20,000,000 of forward purchase units. Each forward purchase unit will consist of one Class A ordinary share and one-fifth of one warrant to purchase one Class A ordinary share, and will be sold at a purchase price of $10.00 per unit in a private placement concurrently with the closing of our initial business combination. The obligations of the forward purchase investor under the forward purchase agreement do not depend on whether any Class A ordinary shares held by public shareholders are redeemed by us and the amount of forward purchase units sold pursuant to the forward purchase agreement will be subject to the forward purchase investor s sole discretion. The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. The forward purchase shares will generally be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will be entitled to certain registration rights, as described herein. The forward purchase warrants will have the same terms as the private placement warrants so long as they are held by the forward purchase investor or its permitted assignees and transferees. We have agreed to provide the holders of forward purchase securities with certain registration rights. Please see Description of Securities Registration Rights. Founder shares As of May 3, 2021, our sponsor owns 5,630,000 founder shares for which it made a capital contribution of $25,000 or approximately $0.004 per share. Between February 25, 2021 and April 9, 2021, our sponsor transferred 40,000 founder shares to each of our independent director nominees. These 120,000 shares will not be subject to forfeiture in the event that the underwriters over-allotment option is not exercised. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our initial shareholders (and their permitted transferees), on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 750,000 founder shares held by our sponsor are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised. 16 Table of Contents The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to the completion of our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold, (ii) waive their redemption rights with respect to any founder shares and any public shares purchased during or after this offering in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of the ordinary shares, represented in person or by proxy, who attend and vote at a general meeting of the Company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 7,500,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,250,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; 17 Table of Contents the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our sponsor and our management team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and management team with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation of this offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination, any private placement warrants issued to our sponsor, members of our management team or any of their affiliates upon conversion of working capital loans and the forward purchase securities. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. 18 Table of Contents Appointment of directors; Voting rights Prior to the completion of our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by holders representing at least two-thirds of our outstanding Class B ordinary shares. Our amended and restated memorandum and articles of association will provide that our board of directors will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase 4,333,333 private placement warrants (or 4,733,333 private placement warrants if the underwriter s over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($6,500,000 in the aggregate or $7,100,000 if the underwriter s over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not consummate an initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Warrants Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. The forward purchase warrants will have the same terms as the private placement warrants so long as they are held by the forward purchase investor or its permitted assignees and transferees. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. 19 Table of Contents Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the historical fair market value over the exercise price of the warrants by (y) the historical fair market value. The historical fair market value will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or the forward purchase investor, as applicable, or their respective permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000, or $230,000,000 if the underwriter s over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and approximately $1,500,000 will be used to pay expenses in connection with the closing of this offering and approximately $1,000,000 will be used for working capital following this offering. The proceeds to be placed in the trust account include $7,000,000 (or $8,050,000 if the underwriter s over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of 20 Table of Contents holders of our Class A ordinary shares or pre-initial business combination activity, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest income, if any, to pay our income taxes, if any. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $200,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,500,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. 21 Table of Contents We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test, provided that in the event that the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to the completion of our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If our sponsor, directors, executive officers, advisors or their affiliates engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to 22 Table of Contents such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. 23 Table of Contents Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. 24 Table of Contents If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of the ordinary shares, represented in person or by proxy, who attend and vote at a general meeting of the Company. In such case, our sponsor and our management team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 7,500,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,250,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. 25 Table of Contents Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriter its deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-business combination businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. 26 Table of Contents Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). The underwriter has agreed to waive its rights to its deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon 27 Table of Contents approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for office space, administrative support and other services provided to us by our sponsor, in the amount of up to $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination company at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. 28 Table of Contents Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to the completion of our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit committee We will establish and maintain an audit committee, which will comply with Nasdaq s independence requirements. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001847500_atlas_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001847500_atlas_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f0d807d41605c17b06e1fb13905c953dacd54919
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001847500_atlas_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: common stock are to our Class A common stock and our Class B common stock; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; directors are to our current directors; founder shares are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors; Moelis refers to Moelis & Company, Moelis & Company Group LP ( Group LP ) and Group LP s subsidiaries, each an affiliate of us and our sponsor, including Moelis & Company LLC (a broker-dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority); public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; sponsor are to, together, Atlas Crest Investment IV-A LLC, a Delaware limited liability company and Atlas Crest Investment IV-B LLC, a Delaware limited liability company; and we, us, company or our company are to Atlas Crest Investment Corp. IV, a Delaware corporation. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a newly organized blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Throughout this prospectus we will refer to this as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue our initial business combination in any business or industry, we intend to focus on a target in an industry which complements our management team s, board s and sponsor s expertise and which will benefit from our strategic and operational value add. We believe the diverse experience and extensive relationship network of our management team, board and sponsor will drive particularly attractive investment opportunities in certain high growth sectors including media, fintech/payments, software and technology enabled services, online gaming/sports betting, healthcare and disruptive consumer. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED APRIL 8, 2021 $400,000,000 Atlas Crest Investment Corp. IV 40,000,000 Units Atlas Crest Investment Corp. IV is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 6,000,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination as described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares as described herein. Atlas Crest Investment IV-A LLC and Atlas Crest Investment IV-B LLC, together herein referred to as our sponsor, have committed to purchase an aggregate of 6,666,667 private placement warrants (or up to 7,466,667 private placement warrants if the over-allotment option is exercised in full) each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per warrant, or $10,000,000 (or up to $11,200,000 if the over-allotment option is exercised in full) in the aggregate, in a private placement that will close simultaneously with the closing of this offering. Currently, there is no public market for our units, Class A common stock or warrants. We have applied to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol ACIV.U We expect that the shares of Class A common stock and warrants comprising the units will begin separate trading on the NYSE under the symbols ACIV and ACIV.WS respectively, on the 52nd day following the date of this prospectus, unless Cantor Fitzgerald & Co. permits earlier separate trading and we have satisfied certain conditions. We cannot guarantee that our securities will be approved for listing on the NYSE. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 32 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 400,000,000 Underwriting discounts and commissions(1) $ 0.20 $ 8,000,000 Proceeds, before expenses, to us $ 9.80 $ 392,000,000 (1) $0.20 per unit sold in the base offering, or $8,000,000 in the aggregate (or $9,200,000 if the over-allotment option is exercised in full), is payable upon the closing of this offering. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $400 million, or $460 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021 , 2021 Sole Book-Running Manager Cantor TABLE OF CONTENTS Our Management Team Our management team is led by Ken Moelis, our Chairman, and Michael Spellacy, our Chief Executive Officer and a director. Mr. Moelis and Mr. Spellacy s careers have centered around identifying, evaluating and implementing organic and inorganic transformational growth and value creation initiatives across a broad range of industries. Our sponsor is an affiliate of Moelis & Company, a leading global financial advisor to corporate executives, boards, entrepreneurs, financial sponsors and governments. Mr. Moelis and Chris Callesano, our Chief Financial Officer, are Managing Directors at Moelis. We believe that the experience and capabilities of our management team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful initial business combination and enhance the value of the business post-business combination. Additionally, we believe the proprietary sourcing channels and extensive relationship network of our management team and from our affiliation with Moelis, combined with our operating, investing, capital markets and transaction experience, provide us with a competitive advantage. Mr. Moelis is a global leader in the investment banking industry, with 40 years of investment banking and mergers and acquisitions experience. During his career, Mr. Moelis has helped build and manage three of the most successful financial services growth stories of the past three decades. In 2007, Mr. Moelis founded Moelis & Company and in 2014 led Moelis initial public offering ( IPO ) while being named EuroMoney s Banker of the Year. Since its IPO, Moelis has organically grown revenues by over 125% and has generated a total shareholder return of over 250%, including quarterly and special dividends, eclipsing its peer group and major financial indices. Mr. Moelis is Chairman of the Board and Chief Executive Officer of Moelis. Moelis is a leading independent investment banking and advisory firm which provides advice on mergers and acquisitions, financial restructurings, valuation and capital structure, as well as provides public and private debt and equity placement solutions, to companies, institutions and governments. Since its founding in 2007, Moelis has advised on over $3.6 trillion of transactions involving some of the world s largest and most complex mergers and acquisitions and restructurings and recapitalizations. During this period, over $1.0 trillion of Moelis transaction volume was financial sponsor related demonstrating Moelis deep private equity relationships. Moelis actively covers approximately 400 middle-market and large-capitalization private equity groups that represent approximately $900 billion of committed capital and $7 trillion in assets under management. Moelis has an extensive global relationship network with approximately 130 Managing Directors, including approximately 60 former bulge bracket investment banking sector and product heads, and 900 total employees serving clients from over 20 geographic locations around the world. Prior to founding Moelis & Company, Mr. Moelis worked at UBS from 2001 to 2007, where he was most recently President of UBS Investment Bank and previously Joint Global Head of Investment Banking. During his time at UBS, Mr. Moelis led the transformation of the Investment Banking Department from a European focused platform to a leading global bulge bracket investment bank. Before joining UBS, Mr. Moelis was Head of Corporate Finance at Donaldson, Lufkin & Jenrette ( DLJ ), where he worked from 1990 through 2000. Mr. Moelis was integral in DLJ becoming the number one underwriter of high yield bonds in the 1990 s and rapidly growing its merger and acquisition and equity underwriting franchises. Mr. Moelis began his career as an investment banker with Drexel Burnham Lambert in 1981. Mr. Moelis serves on the University of Pennsylvania Board of Trustees, the Wharton Board of Overseers, the Ronald Reagan UCLA Medical Center Board of Advisors and was formerly Chair and Director on the Tourette Association of America Board. Mr. Spellacy has extensive experience in technology, data and analytics, capital markets and private equity and has worked as an investor, investment banker and consultant. Most recently, Mr. Spellacy was a Senior Managing Director at Accenture plc and Global Industry Leader of Accenture Capital Markets where he was responsible for the industry group s overall vision, strategy and investment priorities while overseeing Accenture s Asset Management, Wealth Management and Investment and Trading businesses. Accenture plc is a multinational Fortune Global 500 professional services firm with 2020 revenues of over $44 billion. Prior to Accenture, Mr. Spellacy was a Partner at Broadhaven Capital, a prominent independent investment bank and private equity investor servicing the financial services and technology sectors. Previously, Mr. Spellacy was a Senior Executive, Management Committee Advisor at Bridgewater Associates ( Bridgewater ), a widely recognized asset manager. Mr. Spellacy led Bridgewater s $130 billion assets under TABLE OF CONTENTS management transformation program. Prior to Bridgewater, Mr. Spellacy was a Partner and Managing Director at the Boston Consulting Group ( BCG ) where he led the firm s global Alternative Investments Practice providing strategic business advisory services to global asset managers, sovereign wealth funds and asset owners. Mr. Spellacy is recognized as a proven technology and private equity leader with a track record in developing, implementing and investing in innovative technologies in the financial services and other industries, especially data, analytics and artificial intelligence ( AI ). Mr. Spellacy has led complex transformational growth and value creation initiatives achieving results ranging from over $1 billion in revenue increases to over $2 billion in cost improvement. Mr. Callesano, our Chief Financial Officer, is currently a Managing Director of Moelis and has served as its Principal Accounting Officer since 2016 and its Corporate Controller since 2010. From 2008 to 2010, Mr. Callesano was Senior Managing Director of Financial Reporting and Accounting Policy at NASDAQ OMX where he was responsible for preparing the financial statements filed with the SEC. Previously, Mr. Callesano worked at Merrill Lynch from 2004 to 2008, most recently as Director of Corporate Reporting. Prior to joining Merrill Lynch, Mr. Callesano held various other accounting positions, including as an auditor with Ernst & Young. Our management team has extensive experience undertaking whole company and carve-out mergers and acquisitions, assessing IPO-readiness, overseeing business integrations, directing transformational growth strategies, implementing cost-reduction initiatives and synergy realizations. We believe that our management team is uniquely capable of identifying attractive businesses, executing both whole company and carve-out acquisitions, and adding value post-deal completion. Additionally, Moelis extensive global network of investment bankers, leading financial sponsor relationships and strong founder-led business track record will enable us to pursue a broad range of opportunities. We believe our management team s ability to identify and implement transformational growth and operational value creation initiatives will remain central to our differentiated acquisition strategy. Additionally, our network and affiliation with Moelis will allow us to rely heavily on an existing infrastructure of resources that will assist in due diligence and, ultimately, structuring an acquisition. With respect to the foregoing examples, past performance by our management team or Moelis, is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical record of our management s or Moelis performance as indicative of our future performance. In addition, for a list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under Management Conflicts of Interest. Atlas Crest Investment Corp. In August 2020, Atlas Crest Investment LLC, an affiliate of Moelis, founded Atlas Crest Investment Corp. ( AC I ), a blank check company incorporated for the purposes of effecting a business combination. AC I completed its initial public offering in October 2020, in which it sold 50,000,000 units, each unit consisting of one AC I Class A common share and one-third of one redeemable warrant for one AC I Class A common share, for an offering price of $10.00 per unit, generating aggregate proceeds of $500,000,000. AC I s units, Class A common shares and warrants currently trade on NYSE under the symbols ACIC.U, ACIC and ACIC WS, respectively. Mr. Moelis is the Chairman of the Board of Directors of AC I, and certain of our other officers and directors, are officers or directors, respectively of AC I, and each of the foregoing owe fiduciary duties under Delaware law to AC I. AC I has not yet consummated its business combination. On February 10, 2021, AC I announced that it had entered into a definitive agreement to combine with Archer Aviation Inc., an urban air mobility company and developer of all-electric vertical takeoff and landing aircraft. The transaction is expected to close in the second quarter of 2021, subject to the satisfaction of customary closing conditions. Upon the closing of the transaction, it is expected that Archer Aviation Inc. will trade under the ticker symbol ACHR on the NYSE. TABLE OF CONTENTS Atlas Crest Investment Corp. II In December 2020, Atlas Crest Investment II LLC, an affiliate of Moelis, founded Atlas Crest Investment Corp. II ( AC II ), a blank check company incorporated for the purposes of effecting a business combination. AC II completed its initial public offering in February 2021, in which it sold 34,500,000 units, each unit consisting of one AC II Class A common share and one-fourth of one redeemable warrant for one AC II Class A common share, for an offering price of $10.00 per unit, generating aggregate proceeds of $345,000,000. AC II s units, Class A common shares and warrants currently trade on NYSE under the symbols ACII.U, ACII and ACII WS, respectively. Mr. Moelis is the Chairman of the Board of Directors of AC II, and certain of our other officers and directors, are officers or directors, respectively of AC II, and each of the foregoing owe fiduciary duties under Delaware law to AC II. AC II has not yet consummated its business combination. Atlas Crest Investment Corp. III In February 2021, Atlas Crest Investment Corp. III LLC, an affiliate of Moelis, founded Atlas Crest Investment Corp. III ( AC III ), a blank check company incorporated for the purposes of effecting a business combination. AC III is conducting its initial public offering concurrently with our public offering. AC III is offering 60,000,000 units, each unit consisting of one AC III Class A common share and one-fourth of one redeemable warrant for one AC III Class A common share, for an offering price of $10.00 per unit, generating aggregate proceeds of $600,000,000. We expect AC III s units, Class A common shares and warrants will trade on NYSE under the symbols ACCC.U, ACCC and ACCC.WS, respectively. Mr. Moelis is the Chairman of the Board of Directors of AC III, and certain of our other officers and directors, are officers or directors, respectively of AC III, and each of the foregoing owe fiduciary duties under Delaware law to AC III. Atlas Crest Investment Corp. V In February 2021, Atlas Crest Investment V LLC, an affiliate of Moelis, founded Atlas Crest Investment Corp. V ( AC V and together with AC I, AC II and AC III, the AC SPACs ), a blank check company incorporated for the purposes of effecting a business combination. AC V is conducting its initial public offering concurrently with our public offering. AC V is offering 20,000,000 units, each unit consisting of one AC V Class common share and one-fourth of one redeemable warrant for one AC V Class A common share, for an offering price of $10.00 per unit, generating aggregate proceeds of $200,000,000. We expect AC V s units, Class A common shares and warrants will trade on NYSE under the symbols ACCV.U, ACCV and ACCV.WS, respectively. Mr. Moelis is the Chairman of the Board of Directors of AC V, and certain of our other officers and directors, are officers or directors, respectively of AC V, and each of the foregoing owe fiduciary duties under Delaware law to AC V. Business Strategy Our acquisition and value creation strategy will be to identify, acquire and build a company that complements the experience of our management team and can benefit from its strategic and operational expertise. After our initial business combination, we envision our strategy may include additional mergers and acquisitions and the application of new technologies and/or other operational improvements with a focus on generating attractive long-term risk adjusted returns for our stockholders. We will leverage our management team s and Moelis network of potential proprietary and public transaction sources where we believe a combination of our relationships, knowledge and experience could catalyze a positive transformation or augmentation of existing businesses to enhance their overall value. We may also have the benefit of using Moelis as our lead financial advisor on our business combinations and other transactions. Our Proprietary Sourcing Channels and Extensive Relationship Network We plan to utilize the network and industry experience of our management team and Moelis in seeking an initial business combination and employing our acquisition strategy. Over the course of their careers, the members of our management team and their affiliates have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities and TABLE OF CONTENTS competitive strength. This network has been developed through our management team s and Moelis : extensive experience in sourcing, structuring, acquiring, operating, integrating, developing, growing, financing and selling businesses; significant experience in both investing in and operating across a range of sectors, setting and changing strategies, and identifying, monitoring and recruiting world-class talent; deep relationships with sellers, financing providers and target management teams; experience negotiating transactions favorable to investors; and experience in executing transactions in a broad range of sectors under varying economic and financial market conditions. We expect these global networks will provide our management team with a robust flow of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Upon completion of this offering, members of our management team and Moelis will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential initial business combination and begin the disciplined process of pursuing and reviewing potentially interesting leads. Moelis is a member of our sponsor and, upon consummation of our IPO, Moelis is expected to have an economic interest in approximately 18% of our Class B Common Stock and approximately 1,100,000 of our warrants (assuming full exercise of the over-allotment option). Investment Criteria We have developed the following high level, non-exclusive investment criteria that we will use to screen for and evaluate target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We will seek to acquire a business that: Is Sourced Through our Proprietary Channels. We do not expect to participate in broadly marketed processes, but rather will seek to leverage our extensive network and deep industry and market participant relationships to source our business combination. Has a Committed and Capable Management Team. We will seek to acquire a business with a professional management team whose interests are aligned with those of our investors and complement the expertise of our management team, board and sponsors. Where necessary, we may also look to complement and enhance the capabilities of the target business s management team by recruiting additional talent through our network of contacts. Generates Stable and Growing Free Cash-Flow. We will seek to acquire a business that has historically generated, or has the near-term potential to generate, strong, sustainable and growing free cash flow. Would Benefit from our Unique Capabilities. We will seek to acquire a business which has market and/or cost leadership positions in its respective niches and would benefit from our extensive networks, insights and operating and financial capabilities. Has the Potential to Grow Through the Application of Technology and/or Additional Acquisition Opportunities. We will seek to acquire a business that has the potential to grow organically through the application of technology, grow inorganically through additional acquisitions and offer an attractive risk-adjusted return for shareholders. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials, as applicable, that we would file with the SEC. TABLE OF CONTENTS Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our operational, strategy and capital allocation experience. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific transaction under consideration with a target business with which to consummate our initial business combination. Certain of the members of our management team are officers and directors of Moelis. Our Chairman is the CEO and Chairman of Moelis and is the managing member of the general partner of Moelis Asset Management, LP ( MAM ). Moelis and MAM are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination. In addition, members of our management team and certain directors have been actively in discussions with potential business combination partners in their capacity as officers and directors of AC I and II and our management team and certain directors will be actively in discussions with potential business combination partners following the initial public offerings of AC III and V. We have not (nor has anyone on our behalf) contacted any prospective target business with respect to a business combination transaction with us. However, we may pursue any business combination target that has already been considered by the AC SPACs, Moelis or MAM in a different context. All of our officers and directors have fiduciary and contractual duties to the AC SPACs. Any of the AC SPACs may compete with us for business combination opportunities. If any of the AC SPACs decides to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Delaware law, which are limited by our renunciation of our interest in any corporate opportunity as described below, none of the members of our management team who are also employed by, or directors of, our sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Delaware law and any other applicable fiduciary duties, which are limited by our renunciation of our interest in any corporate opportunity as described below. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of us and it is an opportunity that we are able to complete on a reasonable basis. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary, contractual or other obligations to other entities, including, without limitation, the AC SPACs, or to clients of Moelis or other affiliates of our sponsor pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary, contractual or other obligations, including the AC SPACs, he or she will honor his or her fiduciary, contractual or other obligations to present such opportunity to such entity and only present it to us if such entity rejects the opportunity and he or she determines to present the opportunity to us (including as described above). These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. For example, a business combination opportunity may be suitable for one or more of the AC SPACs and us and our officers and directors may choose to direct TABLE OF CONTENTS such opportunity to one or more of the AC SPACs before presenting to our company, meaning we could find less suitable acquisition opportunities and could limit our ability to find a business combination that we find attractive. However, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In the event we seek to complete our initial business combination with a company that is affiliated with, or which there is a fiduciary, contractual or other obligation by, our sponsor, officers or directors, we, or a committee of independent directors, may obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm that the consideration to be paid by us in the initial business combination is fair to our company from a financial point of view. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Our executive officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities. However, we do not expect either potential conflicts of interest or the time taken by our management team s other duties to present a significant constraint in our ability to identify, diligence and execute potential business combinations. Our officers and directors, Moelis or its affiliates may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures, even prior to us entering into a definitive agreement for our initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. For more information, see the section entitled Management Conflicts of Interest. Initial Business Combination NYSE rules and our certificate of incorporation require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. Additionally, pursuant to NYSE rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and TABLE OF CONTENTS us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information Our executive offices are located at 399 Park Ave., New York, New York 10022, and our telephone number is (212) 883-3800. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other TABLE OF CONTENTS things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th. TABLE OF CONTENTS THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 40,000,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-fourth of one redeemable warrant. Proposed NYSE symbols Units: ACIV.U Class A common stock: ACIV Warrants: ACIV.WS Trading commencement and separation of shares of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Cantor Fitzgerald & Co. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters overallotment option. Units: Number outstanding before this offering 0 TABLE OF CONTENTS Number outstanding after this offering 40,000,000(1) Common stock: Number outstanding before this offering 11,500,000(2)(3) Number outstanding after this offering 50,000,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 6,666,667(1) Number of warrants to be outstanding after this offering and the private placement 16,666,667(1)(5) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-fourth of one warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance), (the Newly (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 1,500,000 founder shares by our initial stockholders for no consideration. (2) Includes up to 1,500,000 founder shares that will be forfeited by our initial stockholders depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock upon the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 40,000,000 public shares and 10,000,000 founder shares. (5) Includes 10,000,000 public warrants included in the units to be sold in this offering and 6,666,667 private placement warrants to be sold in the private placement. TABLE OF CONTENTS Issued Price ) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a) (9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we TABLE OF CONTENTS will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants Once the warrants become exercisable, we may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants for cash unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. None of the private placement warrants will be redeemable by us so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees. Cashless exercise If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock TABLE OF CONTENTS underlying the warrants, multiplied by the excess of the fair market value of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value will mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see Description of Securities Warrants Public Stockholders Warrants for additional information. Founder shares In February 2021, our sponsor paid $25,000 to cover certain offering costs in exchange for 20,125,000 founder shares. In February 2021, our sponsor forfeited 8,625,000 founder shares, resulting in 11,500,000 founder shares outstanding. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 46,000,000 units if the underwriters overallotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 1,500,000 of the founder shares will be forfeited depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial stockholders, on an as-converted basis, at 20.0% of our issued and outstanding common stock upon the consummation of this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights and shareholder rights; our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders TABLE OF CONTENTS rights or pre-initial business combination activity (iii) at their option, loan us up to $1.5 million pursuant to an interest free loan for working capital needs and (iv) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 15,000,001, or 37.5%, of the 40,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A common stock upon the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights The founder shares will automatically convert into shares of Class A common stock upon the consummation of our initial business TABLE OF CONTENTS combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Voting Rights Holders of record of our Class A common stock and holders of record of our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 6,666,667 private placement warrants (or up to 7,466,667 private placement warrants if the over-allotment option is exercised in full) each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per warrant, or $10,000,000 (or up to $11,200,000 if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $400 million (or $460 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by their initial purchasers or their permitted transferees (except as described below under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). If the private placement warrants are held by holders other than their initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under TABLE OF CONTENTS Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . Proceeds to be held in trust account The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $400 million, or $460 million if the underwriters overallotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $8,000,000 (or $9,200,000 if the over-allotment option is exercised in full) in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $2 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $14,000,000 (or up to $16,100,000 if the underwriters over-allotment option is exercised in full) payable to the representative of the underwriters and Moelis & Company LLC pursuant to the Business Combination Marketing Agreement described under Underwriting Business Combination Marketing Agreement, which fee we refer to throughout this prospectus as the Marketing Fee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $200,000 per year, assuming an interest TABLE OF CONTENTS rate of 0.05% per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $800,000 in working capital after the payment of approximately $1,200,000 in expenses relating to this offering; and any non-interest bearing loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.50 per warrant, at the option of the lender. See Certain Relationships and Related Party Transactions. Conditions to completing our initial business combination The NYSE rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our securities are not listed on the NYSE after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on the NYSE at the time of our initial business combination. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. Additionally, pursuant to the NYSE rules, any initial business combination must be approved by a majority of our independent directors. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may TABLE OF CONTENTS collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock or shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, or their affiliates may purchase in such transactions, subject to compliance with applicable law and the NYSE rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted purchases of our securities for a description of how our sponsor, initial stockholders, directors, executive officers or any of their affiliates will select which stockholders to purchase securities from in any private transaction. TABLE OF CONTENTS The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the Marketing Fee we will pay to the representative of the underwriters and Moelis & Company LLC. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares they hold and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination and have the right to make up to $1.5 million in loans to us. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors TABLE OF CONTENTS such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on the NYSE we will be required to comply with the NYSE s stockholder approval rules. The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NYSE. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we amend such provisions of our amended and restated certificate of incorporation, we will provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting. If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need only 15,000,001, or 37.5%, of the 40,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business TABLE OF CONTENTS combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, TABLE OF CONTENTS which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to then current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would TABLE OF CONTENTS not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination including the Marketing Fee. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post- transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Our initial stockholders have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination TABLE OF CONTENTS as a result of an amendment to our amended and restated certificate of incorporation. However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24 -month time frame. Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account. Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to Moelis & Company LLC of $10,000 per month for executive, corporate development and other operational support, including accounting and legal services, and office space provided to members of our management team; Cash payment to Moelis for any financial advisory, placement agency or other similar investment banking services that Moelis may provide to our company, in connection with our initial business combination, including, but not limited to, the Marketing Fee payable to the representative of the underwriters and Moelis & Company LLC in the aggregate amount of $14,000,000, or up to TABLE OF CONTENTS $16,100,000 if the over-allotment option is exercised in full with $5,000,000 (or up to $5,750,000 if the underwriters overallotment is exercised in full) of the Marketing Fee paid to Moelis & Company LLC upon the consummation of our initial business combination, and reimbursement to Moelis & Company LLC for any out-of-pocket expenses incurred by it in connection with the performance of such services; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of non-interest bearing loans made to us by our sponsor to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. See Certain Relationships and Related Party Transactions. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Conflicts of Interest Moelis is a member and affiliate of our sponsor and is providing certain support services to us. Moelis is a leading independent investment banking and advisory firm which provides advice on mergers and acquisitions, financial restructurings, valuation and capital structure, as well as provides public and private debt and equity placement solutions, to companies, institutions and governments. Moelis is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for an initial business combination. While Moelis may become aware of a potential transaction that is an attractive opportunity for us, Moelis will not have any duty or other obligation to offer acquisition opportunities to us. In addition, our officers and directors may have a duty to offer acquisition opportunities to clients of Moelis, or our other affiliates or other entities to which they owe duties. As a result, our affiliates and their respective clients may compete with us for business combination opportunities in the same industries and sectors as we may target for our initial business combination. If any of them decide to pursue any such opportunity, we may be precluded from procuring such opportunities. Conflicts may arise from Moelis affiliation with us, its provision of services both to us, the AC SPACs and to third-party clients, as well as from actions undertaken by Moelis for its own account. Moelis is often engaged as a financial advisor, or placement agent, to corporations and other entities and their directors and managers in connection with the sale of those entities, their assets or their subsidiaries. Clients generally require Moelis to act exclusively on their behalf and/or for other reasons, we may be precluded from attempting to acquire securities of the business being sold or otherwise participate as a buyer in the transaction. Alternatively, Moelis, or another affiliate of our sponsor, may be a financial advisor to a target business that we pursue a business combination with and TABLE OF CONTENTS Moelis, or another affiliate of our sponsor, may receive fees from the target business in connection with a business combination. Moelis also represents potential buyer s businesses. Moelis may be incentivized to direct an opportunity to one of these buyers, thereby eliminating or reducing the investment opportunity available to us. For example, Moelis is engaged by AC I and AC II in connection with the marketing of a business combination by AC I and AC II, respectively. Moelis intends to be engaged by AC III and V in connection with the marketing of a business combination of each such company. Moelis may be engaged from time to time by the AC SPACs to provide financial advisory and placement agency services in connection with such business combination. Moelis is a member of each of the sponsors of the AC SPACs and has an economic interest in such AC SPACS. Moelis has an economic interest in AC I of approximately 7% of its Class B Common Stock and approximately 600,000 of its warrants. Moelis has an economic interest in AC II of approximately 10% of its Class B Common Stock and approximately 440,000 of its warrants. Moelis has an economic interest in AC III of approximately 18% of its Class B Common Stock and approximately 1,600,000 of its warrants. Moelis has an economic interest in AC V of approximately 18% of its Class B Common Stock and approximately 660,000 of its warrants. Our officers and directors may have a duty to offer acquisition opportunities to other entities or clients of other entities to which they owe duties. All of our officers and directors are officers and directors of the AC SPACs our Chairman is the CEO and Chairman of Moelis and is the managing member of the general partner of MAM. See Management Conflicts of Interest . Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations to other entities, including, without limitation, the AC SPACs or clients of other entities, pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity or a client of an entity to which he or she has then current fiduciary, contractual or other obligations, including the AC SPACs, he or she will honor his or her fiduciary, contractual or other obligations to present such opportunity to such entity and only present it to us if such entity rejects the opportunity and he or she determines to present the opportunity to us (including as described above). These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. For example, a business combination opportunity may be suitable for one or more of the AC SPACs and us and our officers and directors may choose to direct such opportunity to one or more of the AC SPACs before presenting to our company, meaning we could find less suitable acquisition opportunities and could limit our ability to find a business combination that we find attractive. In addition,we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. In the event we seek to complete our initial business combination with a company that is affiliated with, or which there is a fiduciary, contractual or other obligation by, our sponsor, officers or directors, TABLE OF CONTENTS we, or a committee of independent directors, may obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm that the consideration to be paid by us in initial business combination is fair to our company from a financial point of view. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. All of our officers and directors have fiduciary and contractual duties to the AC SPACs. Any of the AC SPACs may compete with us for business combination opportunities. If any of the AC SPACs decides to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Delaware law, which are limited by our renunciation of our interest in any corporate opportunity as described below, none of the members of our management team who are also employed by, or directors of, our sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Delaware law and any other applicable fiduciary duties, which are limited by our renunciation of our interest in any corporate opportunity as described below. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of us and it is an opportunity that we are able to complete on a reasonable basis. We will pay to Moelis & Company LLC $10,000 per month for executive, corporate development and other operational support, including accounting and legal services, and office space provided to members of our management team. We and the Sponsor have agreed to indemnify Moelis & Company LLC and its affiliates in connection with the services provided pursuant to the services agreement. Moelis & Company LLC has agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and not to seek recourse against the trust account with respect to the indemnification obligations set forth in the services agreement. In TABLE OF CONTENTS addition, our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our officers and directors, Moelis or its affiliates may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures, even prior to us entering into a definitive agreement for our initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. For more information, see the section entitled Management Conflicts of Interest. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit Committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001847513_corner_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001847513_corner_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..781b9d25751a8bbccccc5056045c0671f10184c5
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001847513_corner_prospectus_summary.txt
@@ -0,0 +1 @@
+summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "amended and restated memorandum and article of association" are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; "Companies Act" are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; "founder shares" are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be "public shares"); "management" or our "management team" are to our executive officers and directors (including our directors nominees that will become directors in connection with the consummation of this offering); "ordinary shares" are to our Class A ordinary shares and our Class B ordinary shares; "private placement warrants" are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; "public shares" are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public shareholders" are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a "public shareholder" will only exist with respect to such public shares; "sponsor" are to CGA Sponsor 2, LLC, a Delaware limited liability company; and "we," "us," "our," "company," "our company" or "Corner Growth" are to Corner Growth Acquisition Corp. 2, a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. General We are a newly organized blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted. SUBJECT TO COMPLETION, DATED MAY 20, 2021 PRELIMINARY PROSPECTUS Corner Growth Acquisition Corp. 2 $175,000,000 17,500,000 Units Corner Growth Acquisition Corp. 2 is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company, our focus will be on the technology industry in the United States and other developed countries. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, upon the terms and limitations as described herein. The underwriter has a 45-day option from the date of this prospectus to purchase up to 2,625,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 12 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor has agreed to purchase 4,816,667 warrants (or 5,166,667 warrants if the underwriter s over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. Our initial shareholders currently own 5,031,250 Class B ordinary shares, up to 656,250 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Currently, there is no public market for our securities. We have applied to have our units listed on the Nasdaq Capital Market, or the Nasdaq, under the symbol "TRONU." We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on the Nasdaq under the symbols "TRON" and "TRONW", respectively, on the 52nd day following the date of this prospectus unless the underwriter permits earlier separate trading and we have satisfied certain conditions. We are an "emerging growth company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Introduction Corner Growth Acquisition Corp. 2 was incorporated as a Cayman Islands exempt company on February 10, 2021, and we are led by a team of proven venture capital investors. We seek to build upon the experience and successes of Corner Ventures, a venture capital firm affiliated with our management, and its predecessor firm, DAG Ventures, by pursuing investment opportunities in fast-growing technology companies. Mr. Cadeddu, our Co-Chairman, and Mr. Tien, our Co-Chairman and CEO, serve as General Partners and Managing Directors of Corner Ventures. Corner Ventures is an American venture capital firm that invests into early growth rounds of high-potential companies, typically leading the round in which they invest. John Cadeddu and Marvin Tien began investing together several years ago while John was with DAG Ventures and Marvin ran his family office investment platform in Asia and the U.S. In 2018, DAG Ventures co-founders, after five fund generations and a 16-year legacy, partnered with Marvin to start Corner Ventures. Corner Ventures aim was, and is, to generate best-in-class investment returns by sourcing and investing in emerging, early-growth stage technology companies that could grow into global category leaders. Corner Ventures and its predecessor funds have backed over 180 different companies, with 30 public exits and 72 exits via acquisition, and maintain a network of relationships with leading early-stage investors, entrepreneurs, and executives. Selected examples include: Ambarella, Inc. (NASDAQ: AMBA), Bloom Energy Corporation (NYSE: BE), Eventbrite, Inc. (NYSE: EB), FireEye, Inc. (NASDAQ: FEYE), Glassdoor, Inc. (acquired by Recruit Holdings Co., Ltd.), Grubhub Inc. (NYSE: GRUB), iZettle AB (acquired by PayPal Holdings Inc. ("PayPal")), Jasper Technologies, Inc. (acquired by Cisco Systems), Nextdoor Inc., 1Life Healthcare, Inc. (NASDAQ: ONEM), OptiMedica Corporation (acquired by Abbott Medical Optics ("AMO")), Silver Peak Systems, Inc. (acquired by Hewlett Packard Enterprise ("HPE")), Wealthfront Inc., WeWork Companies Inc., Wix.com Ltd. (NASDAQ: WIX), Xoom Corporation (listed as XOOM on the Nasdaq Global Select Market prior to being acquired by PayPal) and Yelp Inc. (NYSE: YELP). We believe our team s collective 70+ years of investment experience, over 16-year legacy of investing in growth-stage technology companies alongside leading early-stage venture capital investors and record of helping founders build category-leading technology companies, in addition to our broad industry and geographical reach across our networks, provide us with a substantial competitive advantage in pursuing a wide range of opportunities. See "Risk Factors — Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us." An affiliate of Corner Ventures also formed and sponsored Corner Growth Acquisition Corp. (NASDAQ: COOL) ("Corner Growth 1"), a special purpose acquisition company that was formed to consummate an initial business combination. Corner Growth 1 completed its initial public offering in December 2020, in which it sold 40,000,000 units, each consisting of one Class A ordinary share of Corner Growth 1 and one-third of one redeemable warrant to purchase one Class A ordinary share of Corner Growth 1, for an offering price of $10.00 per unit, generating aggregate proceeds of $400,000,000. Corner Growth 1 has not yet announced or completed its initial business combination. In addition, an affiliate of Corner Ventures has formed and sponsored Corner Growth Acquisition Corp. 3 ("Corner Growth 3"), a special purpose acquisition company that has filed a registration statement with respect to its $450,000,000 initial public offering. Like us, Corner Growth 1 and Corner Growth 3 intend to focus their search for a target business in the technology industry in the United States and other developed countries. Our officers and directors serve as officers and directors of Corner Growth 1, and will also be serving as officers and directors of Corner Growth 3. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities, including Corner Growth 1 and Corner Growth 3, pursuant to which such officer or director is or may be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 31 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $175,000,000 Underwriting discounts and commissions(1) $0.55 $9,625,000 Proceeds, before expenses, to us $9.45 $165,375,000 (1)Includes $0.35 per unit, or $6,125,000 in the aggregate (or $7,043,750 in the aggregate if the underwriter s over-allotment option is exercised in full), payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriter only upon the consummation of an initial business combination. See also "Underwriting" for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $175,000,000, or $201,250,000 if the underwriter s over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S. based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2021. Book-Running Manager Cantor The date of this prospectus is , 2021 We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and neither we nor the underwriter take any responsibility for any other information others may give to you. We are not, and the underwriter is not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. Our Team John Cadeddu, our Co-Chairman and member of our board of directors, is currently a General Partner and Managing Director of Corner Ventures and co-founded its predecessor firm, DAG Ventures. Mr. Cadeddu is also the Co-Chairman and a director of Corner Growth 1 and will serve as Co-Chairman and a director of Corner Growth 3. From 2004 to 2016, DAG Ventures raised in excess of $1.6 billion over five funds, and Mr. Cadeddu sourced many of DAG Ventures most successful investments, including Ambarella, Inc. (NASDAQ: AMBA), Bloom Energy Corporation (NYSE: BE), Clearwell Systems, Inc. (acquired by Symantec), Eventbrite, Inc. (NYSE: EB), FireEye, Inc. (NASDAQ: FEYE), Glassdoor, Inc. (acquired by Recruit Holdings Co., Ltd.), Grubhub Inc. (NYSE: GRUB), iZettle AB (acquired by PayPal), Jasper Technologies, Inc. (acquired by Cisco), LearnVest, Inc. (acquired by Northwest Mutual), Nextdoor, 1Life Healthcare, Inc. (NASDAQ: ONEM), OptiMedica Corporation (acquired by AMO), Silver Peak Systems, Inc. (acquired by HPE), Wealthfront Inc., WeWork Companies Inc., Wix.com Ltd. (NASDAQ: WIX), Xoom Corporation (listed as XOOM on the Nasdaq Global Select Market prior to being acquired by PayPal) and Yelp Inc. (NYSE: YELP). From 1999 to 2004, Mr. Cadeddu worked at Duff Ackerman & Goodrich, a telecommunications-focused private equity firm. Prior to Duff Ackerman & Goodrich, Mr. Cadeddu worked at Tandem Computers, Octel Communications, JP Morgan and Amsterdam Pacific. Mr. Cadeddu serves on the board of directors of CommonSense Robotics Ltd., Prismo Systems Inc. and Picarro, Inc. ("Picarro"). He is also a board observer at Twin Health and Wealthfront Inc. He has previously served as board member or board observer at Ambarella Inc., Bloom Energy Corporation, EventBrite, Inc., FireEye, Inc., Glassdoor, Inc., GrubHub Inc., Mint Software Inc., 1Life Healthcare, Inc., Pacific BioSciences of California, Inc., Silver Peak Systems, Inc. and Xoom Corporation. Marvin Tien, our Co-Chairman, Chief Executive Officer and member of our board of directors, is currently a General Partner and Managing Director of Corner Ventures and a Principal and Founder of Corner Capital Group. Mr. Tien is also the Co-Chairman, Chief Executive Officer and a director of Corner Growth 1 and will serve as the Co-Chairman, Chief Executive Officer and a director of Corner Growth 3. Corner Ventures was established in 2018 with a focus on leading growth financing rounds of emerging global technology companies. In 2010, Mr. Tien also co-managed Green Lake Capital, an investment subsidiary for Walsin Liwha Corp (TPE: 1605), which invested in emerging infrastructure technologies and became one of the largest owners and operators of commercial and industrial solar power generation assets. Later, in 2013, Mr. Tien co-founded Ahana Capital, which was subsequently sold to ATNI International (NASDAQ: ATNI) in 2014, and Mr. Tien co-led their efforts to expand the infrastructure investments to greater Asia. Prior to Green Lake Capital, Mr. Tien focused on family investments for Corner Capital Group, which made direct investments in private companies focused on cross border opportunities between the United States and Asia. Mr. Tien serves on the board of directors of Healthy.io Ltd., Nexar Inc., IPwe Inc. and Legal Logic Ltd. (d/b/a LawGeex). Alexandre Balkanski has agreed to serve as a member of our board of directors. Mr. Balkanski is a long-time technology industry leader with a demonstrated track record of delivering growth in revenue and profits while achieving recognition for outstanding customer satisfaction. He is currently the president and chief executive officer of Picarro where he has also served as director since 2002. Since December 2020, Mr. Balkanski has served as a director of Corner Growth 1 and will serve as a director of Corner Growth 3. Mr. Balkanski also currently serves as a board member of D2S, Inc. and Engageli, Inc. where he has served since 2007 and July 2020, respectively. Prior to joining Picarro in 2013, Mr. Balkanski was a managing partner and general partner at Benchmark Capital from March 2000 to November 2013. Mr. Balkanski previously led C-Cube Microsystems Inc. ("C-Cube") and DiviCom Inc. ("DiviCom"), two pioneering companies that drove the MPEG standard to dominance in consumer electronics and broadcasting. Mr. Balkanski founded C-Cube in 1988. In 1994, he took the company public, and in 1998 he orchestrated C-Cube s acquisition of DiviCom. Previously, he was a board member of Ambarella, Inc. (NASDAQ: AMBA), Decru, Inc. (acquired by Network Appliance, Inc.), Entrisphere, Inc. (acquired by Telefonaktiebolaget LM Ericsson) and Infinera Corporation (NASDAQ: INFN). John Mulkey has agreed to serve as a member of our board of directors. Mr. Mulkey is currently the manager of Mulkey Holdings, a private family office specializing in debt and equity investments across the hospitality, real estate, gaming and lodging sectors. Since December 2020, Mr. Mulkey has served as a director of Corner Growth 1 and will serve as a director of Corner Growth 3. Prior to his current roles, Mr. Mulkey was the chief financial officer and executive vice president of Zuffa, LLC (dba and owner to Ultimate Fighting Championship ("UFC")) from 2006 to 2015. During his decade-long role at UFC, Mr. Mulkey oversaw all worldwide financial operations for the media and entertainment company and contributed to its growth from a breakeven cash flow enterprise to one valued at over $4 billion at exit. Prior to UFC, Mr. Mulkey was a managing director at Wachovia Securities LLC from 2005 to 2006, where he ran high-yield research in the gaming and lodging sectors and was twice awarded the prestigious Institutional Investor All-American research award. Prior to Wachovia, Mr. Mulkey was a managing director at Bear Stearns & Co. in New York City from 2001 to 2005, where he held a similar role across the equity and high-yield platforms at the investment bank. Before moving to New York, Mr. Mulkey was the director of business development for Station Casinos, Inc. in Las Vegas and had worked in various analyst roles there and with Mirage Resorts Inc., where he was a graduate of the Management Associate Program. Table of Contents Page SUMMARY 1 RISK FACTORS 31 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 67 USE OF PROCEEDS 68 DIVIDEND POLICY 71 DILUTION 72 CAPITALIZATION 74 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 75 PROPOSED BUSINESS 80 MANAGEMENT 109 PRINCIPAL SHAREHOLDERS 121 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 123 DESCRIPTION OF SECURITIES 125 TAXATION 148 UNDERWRITING 159 LEGAL MATTERS 166 EXPERTS 166 WHERE YOU CAN FIND ADDITIONAL INFORMATION 166 INDEX TO FINANCIAL STATEMENTS F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2 Until , 2021, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions. Jason Park has agreed to serve as a member of our board of directors. Mr. Park is currently the chief financial officer of DraftKings Inc. (NASDAQ: DKNG) ("DraftKings") and has served as a director of Corner Growth 1 since December 2020. He also will serve as a director of Corner Growth 3. Mr. Park joined DraftKings in his capacity as chief financial officer in June 2019, and is responsible for the accounting, tax, treasury, financial planning and analysis and investor relations departments. Prior to joining DraftKings, from 2009 to 2019, Mr. Park worked at Bain Capital Private Equity ("Bain Capital") where he was an operating partner and focused on technology investments. For more than 10 years, Mr. Park worked collaboratively with chief executive officers, chief financial officers and management teams to develop and achieve value creation plans. Before Bain Capital, he was an associate partner at McKinsey & Company from 1999 to 2008. Mr. Park has previously served as a director of CentralSquare Technologies, Inc. Our management team also includes Jane Batzofin, our President, Jerry Letter, our Chief Financial Officer and Chief Operating Officer, David Kutcher, our Chief Investment Officer, and Kevin Tanaka, our Director of Corporate Development. Ms. Batzofin is currently a Partner and General Counsel at Corner Ventures and President of Corner Growth 1, with more than 15 years experience in structuring investments. She will also serve as President of Corner Growth 3. Jerry Letter is currently Chief Financial Officer, Chief Operating Officer and a Partner at Corner Ventures and the Chief Financial Officer and Chief Operating Officer of Corner Growth 1, with more than two decades of experience in corporate finance and operations as both a private company investment professional and a technology company executive. He will also serve as Chief Financial Officer and Chief Operating Officer of Corner Growth 3. Mr. Kutcher is currently a Venture Partner with Corner Ventures and Chief Investment Officer of Corner Growth 1 and has over 9 years experience investing across the capital structure, including a significant role in assisting special purpose acquisition companies through their initial public offering and business combination processes. He will also serve as Chief Investment Officer of Corner Growth 3. Mr. Tanaka is currently a Principal at Corner Ventures and Director of Corporate Development of Corner Growth 1, with over 7 years experience in finance, including restructuring, investment banking and as an investor with Vista Equity Partners. He will also serve as Director of Corporate Development of Corner Growth 3. Experience with a Special Purpose Acquisition Vehicle Our management team has previous experience in the execution of a public special purpose acquisition company. Since October 2020, Messrs. Cadeddu and Tien have served as Co-Chairmen and directors of Corner Growth 1, with Mr. Tien also serving as the company s Chief Executive Officer. In addition, each of our executive officers serve in equivalent positions with Corner Growth 1 and each of our director nominees have served as directors of Corner Growth 1 since its initial public offering in December 2020. Corner Growth 1 has not yet announced or completed its initial business combination. Like us, Corner Growth 1 intends to focus its search for a target business in the technology industry in the United States and other developed countries. Our directors and officers, or their respective affiliates, expect in the future to become affiliated with other public special purpose acquisition companies (including Corner Growth 3) that may have acquisition objectives that are similar to ours during the period in which we are seeking an initial business combination. Our management team is not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating time among various business activities, including in connection with their roles with Corner Growth 1 and Corner Growth 3. See "Risk Factors — Our officers and directors presently have, and any of them in the future may have, additional fiduciary or contractual obligations to other entities, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented." The past performance of, or businesses associated with, our management team, including Corner Growth 1, is not a guarantee (i) of success with respect to a business combination that we may consummate or (ii) that we will be able to successfully identify and execute a transaction.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001847520_brimstone_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001847520_brimstone_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..77355eb3324a4cacf85bacecfd0c036546486703
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001847520_brimstone_prospectus_summary.txt
@@ -0,0 +1 @@
+appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001847577_learn-cw_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001847577_learn-cw_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9d74f47e0cbbf27aa7fd32baa1a0a0a853cf0d5a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001847577_learn-cw_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, our or our company are to Learn CW Investment Corporation, a Cayman Islands exempted company; amended and restated memorandum and articles of association are to our Amended and Restated Memorandum and Articles of Association to be in effect prior to or upon completion of this offering; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; CWAM LLC are to CWAM SPAC I LLC, a Delaware limited liability company and a member of our sponsor; founder shares are to our Class B ordinary shares initially purchased by and issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the conversion of the Class B ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, as described herein (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to our sponsor and any other holder of our founder shares prior to this offering (including any permitted transferees); Learn Capital, LLC are to Learn Capital, LLC, a Delaware limited liability company and a member of our sponsor; management or our management team are to our executive officers and directors, and directors are to our current directors and director nominees; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shareholders are to the holders of our public shares, including our initial shareholders and members of our management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); Softbank are to a fund managed by SB Management Limited, a 100% directly owned subsidiary of SoftBank Group Corp., who has expressed to us an interest to purchase an aggregate of $100.0 million of units in this offering, as further described herein; sponsor or founders are to CWAM LC Sponsor LLC, a Delaware limited liability company, which is controlled by its members CWAM LLC and Learn Capital, LLC; sponsor investors are certain members of our sponsor that have expressed an interest to purchase an aggregate of $7.7 million of units in this offering, as further described herein; warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and $ or U.S. dollar each refer to the United States dollar. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 4, 2021 PRELIMINARY PROSPECTUS $200,000,000 Learn CW Investment Corporation 20,000,000 Units Learn CW Investment Corporation is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles its holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants once the warrants become exercisable. The underwriter has a 45-day option from the date of this prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of our initial business combination, including interest (net of taxes paid or payable), divided by the number of then issued and outstanding public shares, subject to the limitations described in this prospectus. If we do not complete our initial business combination within 18 months from the closing of this offering (or up to 24 months if the period of time to consummate a business combination is extended, as described in more detail in this prospectus, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described in this prospectus. Our sponsor, CWAM LC Sponsor LLC, has agreed to purchase 6,246,000 warrants (or 7,146,000 if the underwriter s option to purchase additional units is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, in a private placement to occur concurrently with the closing of this offering. A fund managed by SB Management Limited ( Softbank ), a 100% directly owned subsidiary of SoftBank Group Corp., and certain members of our sponsor (the sponsor investors ), in the aggregate, have expressed to us an interest to purchase $100.0 million of units (or 10,000,000 units) and $7.7 million of units (or 770,000 units), respectively, in this offering, and we have agreed to direct the underwriter to sell Softbank and the sponsor investors such number of units, which number of units in the aggregate equals approximately 43.1% (or approximately 37.5% if the underwriter s option to purchase additional units is exercised in full) of the total number of Class A ordinary shares and Class B ordinary shares issued and outstanding after the closing of this offering. Such number of units, together with Class B ordinary shares held by our initial shareholders, equals approximately 63.1% (or approximately 57.5% if the underwriter s option to purchase additional units is exercised in full) of the total number of Class A ordinary shares and Class B ordinary shares issued and outstanding after the closing of this offering. The underwriter will be entitled to an underwriting discount of $0.35 per unit for every unit purchased by Softbank, the payment of which will be deferred and will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a business combination. For a discussion of certain additional arrangements with Softbank and the sponsor investors please see Summary The Offering Expressions of Interest. Softbank is not affiliated with us, our sponsor or any of our officers and directors, and Softbank and the sponsor investors will not receive any Class B ordinary shares in connection with this offering. Our initial shareholders currently hold an aggregate of 5,750,000 Class B ordinary shares (up to 750,000 of which will be surrendered to us by our sponsor for no consideration after the closing of this offering depending on the extent to which the underwriter s option to purchase additional units is exercised). The total number of Class B ordinary shares issued and outstanding after this offering and the expiration of the underwriter s option to purchase additional units will equal 20% of the total number of Class A ordinary shares and Class B ordinary shares issued and outstanding at such time. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis, subject to adjustment, as described in this prospectus. Only holders of Class B ordinary shares will have the right to appoint directors in any election held prior to or in connection with the completion of our initial business combination and may remove members of the board of directors for any reason. On any other matters submitted to a vote of our shareholders, holders of Class B ordinary shares and holders of Class A ordinary shares will vote together as a single class, except as required by law. Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol LCW.U on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the Class A ordinary shares and redeemable warrants comprising the units to begin separate trading on the NYSE under the symbols LCW and LCW.WS respectively, on the 52nd day following the date of this prospectus (or, if such day is not a business day, on the next succeeding business day) unless Evercore Group L.L.C. permits earlier separate trading and we have satisfied certain conditions. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 41 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $200,000,000 Underwriting discounts and commissions(1) $0.529 $10,576,500 Proceeds, before expenses, to us $9.471 $189,423,500 (1) $1,846,000 in the aggregate (or $2,446,000 if the underwriter s option to purchase additional units is exercised in full), is payable upon the closing of this offering. Includes $6,730,500 in the aggregate (or $7,780,500 in the aggregate if the underwriter s option to purchase additional units is exercised in full) payable to the underwriter for deferred underwriting commissions and up to an additional $2,000,000 in the aggregate that may be payable to the underwriter, at our sole discretion, in connection with its services to be provided to us in consummating our initial business combination, in each case, to be placed in a trust account located in the United States as described in this prospectus and released to the underwriter only upon the completion of an initial business combination. See also Underwriting for a description of underwriting compensation payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $202,000,000, or $232,300,000 if the underwriter s option to purchase additional units is exercised in full ($10.10 per unit in either case), will be deposited into a trust account in the United States with U.S. Bank National Association acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that none of the funds held in the trust account will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we do not complete our initial business combination within 18 months (or up to 24 months if the period of time to consummate a business combination is extended, as described in more detail in this prospectus) from the closing of this offering and (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (a) that would affect the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months (or up to 24 months if the period of time to consummate a business combination is extended, as described in more detail in this prospectus) from the closing of this offering or (b) with respect to any other provision relating to shareholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager Evercore ISI The date of this prospectus is , 2021 TABLE OF CONTENTS described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its option to purchase additional units and the surrender by our sponsor of 750,000 founder shares to us for no consideration. General We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Our sponsor is an affiliate of Learn Capital and Commonwealth Asset Management ( CWAM ). Founded in 2008, Learn Capital is a leading venture capital firm to focus exclusively on early-stage and mid-stage investments in the $5.4 trillion global education sector. By leveraging deep sector expertise and networks and sustained attention to emerging breakthroughs in technology-enabled education delivery, the firm has invested early in many of the sector s largest and leading companies. In the last decade, Learn Capital has raised four funds totaling $600+ million in assets under management and invested in category-leading companies reaching learners globally, rendering a firm the leading global brand for technology-enabled education venture capital. Learn Capital was founded by Rob Hutter and Greg Mauro, a team who formerly managed an affiliate of Founders Fund, and Learn Capital possesses decades of founding, operating, and investing experience in the education, consumer, hard tech and enterprise technology sectors. Commonwealth Asset Management Holdings LLC ( CWAM Platform ) is a Los Angeles-based asset management platform founded in June 2019 and led by Adam Fisher, our President, and the former Head of Global Macro and Real Estate at Soros Fund Management LLC ( Soros ) and the former founder and Chief Investment Officer of Commonwealth Opportunity Capital, GP LLC ( CWOC ). The CWAM Platform offers separate but complementary products in the two business lines of Global Macro, managed by its advisor CWAM, and Real Estate, managed by its dedicated advisor Commonwealth Real Estate LP ( CWRE ). Over time, CWAM has found these two strategies to be the dominant expressions of its top-down investment process and philosophy. Prior to establishing the CWAM Platform, the founders and key investment professionals worked together as the core macro and real estate groups at Soros, and before that at CWOC. CWOC, at the time of its closing in June 2017, was a $2.3 billion discretionary global macro platform, that was launched in 2008 and began the process of returning capital to investors in July 2017 when the investment team moved to Soros. The firm was founded and led by CIO Adam Fisher and offered two comingled hedge funds, as well as multiple co-investment opportunities in both the liquid and illiquid space. Meaningful, enduring and productive relationships with its investors is paramount to CWAM s business model. CWAM is committed to developing a transparent partnership model with its client base where it can serve its clients needs in a multi-dimensional manner. CWAM aims to achieve this both by growing the capital entrusted to it in a superior, risk-adjusted manner and by also consulting on and collaborating with its partners in their broader work of managing their own larger pools of capital. While we may pursue an acquisition opportunity in any business industry or sector, we intend to focus our search for target businesses in the education, training and education technology ( EdTech ) industries. We intend to build an industry-leading sustainable education platform with attractive returns on invested capital and robust free cash flow generation. By consummating a business combination with a target business in the education, training and EdTech industries, we aim to offer public market investors near-term access and direct investment exposure to the long-term trends favorably impacting these sectors and to the related consolidation and value-creation opportunities. We intend to take a disciplined approach towards consummating an initial business combination with an emphasis on building significant shareholder value over the long-term. We also intend to look for target businesses with proven management teams who will foster an ownership culture with strong alignment of incentives. TABLE OF CONTENTS TABLE OF CONTENTS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001847618_spgl_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001847618_spgl_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2905b509d59b0a5974110b6134cbd77ce5aa7ab9
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001847618_spgl_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association of the company in place upon the consummation of this offering; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); Gaas Labs are to Gaas Labs LLC, an affiliate of our sponsor; management or our management team are to our executive officers and directors (including our directors nominees that will become directors in connection with the consummation of this offering); ordinary resolution are to a resolution adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; special resolution are to a resolution adopted by the affirmative vote of at least a two-thirds (2/3) majority (or such higher threshold as specified in the company s amended and restated articles of association) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; sponsor are to, individually and collectively, SPGL Acquisition Holdings and SPGL Acquisition Holdings-B, Cayman Islands limited liability companies; Summit or Summit Partners are to Summit Partners, L.P., an affiliate of our sponsor; and we, us, our, company or our company are to SPGL Acquisition Corporation, a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MARCH 11, 2021 PRELIMINARY PROSPECTUS $250,000,000 SPGL Acquisition Corporation 25,000,000 Units SPGL Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fifth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing of this offering but have not completed our initial business combination within such 24 month period), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsors, SPGL Acquisition Holdings and SPGL Acquisition Holdings-B, have agreed to purchase 5,333,333 warrants (or 5,833,333 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. Our initial shareholders currently own 7,187,500 Class B ordinary shares, up to 937,500 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except that in a vote to continue the company in a jurisdiction outside the Cayman Islands, holders of Class B ordinary shares will have ten votes per share and holders of Class A ordinary shares will have one vote per share, and except as required by law or the applicable rules of the Nasdaq Capital Market, or the NASDAQ, then in effect. Currently, there is no public market for our securities. We have applied for our units to be listed on NASDAQ under the symbol SPGLU We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on NASDAQ under the symbols SPGL and SPGLW, respectively, on the 52nd day following the date of this prospectus unless the underwriters permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 38 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $250,000,000 Underwriting discounts and commissions(1) $0.55 $13,750,000 Proceeds, before expenses, to us $9.45 $236,250,000 (1) Includes $0.35 per unit, or $8,750,000 in the aggregate (or $10,062,500 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of compensation to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S. based trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Goldman Sachs & Co. LLC Deutsche Bank Securities The date of this prospectus is , 2021 TABLE OF CONTENTS Our Company General SPGL Acquisition Corporation is a newly formed Cayman Islands exempted company established for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as the initial business combination. Our company s sponsors, SPGL Acquisition Holdings and SPGL Acquisition Holdings-B, are affiliated with two groups Summit and Gaas Labs that each have a long history of investing in and operating companies in our target sectors. Our search will focus on an initial business combination with companies in the technology sector, with a specific focus on the greater than $1 trillion dollar global semiconductor, components and electronic systems market, which we believe complements the operational and investment expertise of Summit, Gaas Labs and our management team. The growth and continued evolution of new 5G, IoT, Cloud, Edge Computing and Artificial Intelligence and Machine Learning services is spurring disruptive innovation in the underlying communications and networking fabric. We envision a future where data is constantly in motion across increasingly pervasive networks and we believe this dynamic creates an attractive point in the cycle for leading semiconductor and communications equipment related companies. Our management team expects that our company s ultimate target will be within one of these markets and will have many of the target characteristics described herein, although we may consummate a transaction with a business in a different industry. Our company has not selected any potential business combination target and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We will target companies that we believe address these large and growing markets and have disruptive products with attributes of core companies historically targeted by Summit and Gaas Labs: rapid growth, capital efficiency, industry-leading gross margins, profitability or well-defined path to profitability, and a strong management team. We do not intend to acquire a company with a speculative business plan or one that is excessively leveraged. Our leadership team has long-term operational and investment experience in the semiconductor, components and electronic systems industry; strong track records of investing in and growing both private and public companies; and proven success as hands-on operators in the space. We believe the combined attributes of Summit (e.g., growth focus, track record in the communications technology market, idea generation capability) and Gaas Labs (e.g., strong industry network, accomplished operators, demonstrated deal execution with outstanding outcomes) will create a differentiated story for our company with potential targets and drive attractive risk-adjusted returns for its shareholders. Our company is led by its co-founder, Executive Chairman and Director John Ocampo. Mr. Ocampo has extensive experience and a demonstrated track record of success as an operator and investor over the last 30 years. Mr. Ocampo co-founded Sirenza Microdevices, Inc. ( Sirenza ), a supplier of RF semiconductors and components for the communications, consumer and aerospace and defense markets, and successfully led the company through its IPO and eventual sale to RF Micro Devices, Inc., ( RFMD , now known as Qorvo, Inc., or Qorvo ). He is also co-founder and President of Gaas Labs, a private investment firm which has acquired and invested in several companies including the acquisition and subsequent IPO of MACOM Technology Solutions Holdings, Inc. ( MACOM ). Our company s Chief Executive Officer and Director, Jihye Rosenband, previously led corporate strategy and corporate development as the Chief Strategy Officer of MACOM and led the company s IPO alongside its Chief Executive Officer and Chief Financial Officer. Ms. Rosenband currently leads transaction-related activity at Gaas Labs and has identified and executed several company acquisitions and investments in the semiconductor ecosystem. Our sponsor s affiliate entity, Summit, is a global alternative investment firm with more than $23 billion in assets under management as of December 2020. Our company s co-founder and Director, Peter Chung, currently serves as Managing Director and Chief Executive Officer of Summit. Since its founding in 1984, Summit has invested in more than 500 companies across technology, healthcare & life sciences, and other growth sectors. These companies have completed more than 160 public equity TABLE OF CONTENTS offerings, and more than 200 were exited through sale to a strategic or financial acquiror. Summit has deep experience and, we believe, a successful track record identifying, investing in, and supporting the growth and value creation of category leaders across the semiconductor, photonics, components and electronic systems sector. Summit s prior investments in the sector include Acacia Communications, Inc. ( Acacia ) (IPO in 2016, acquired by Cisco Systems, Inc. in 2021), Arista Networks, Inc. (IPO in 2014), E-TEK Dynamics, Inc. (IPO in 1998, acquired by JDS Uniphase Corporation in 2000), Finisar Corporation ( Finisar ) (IPO 1999, acquired by II-VI Incorporated in 2019), Hittite Microwave Corporation (IPO in 2005, acquired by Analog Devices, Inc. in 2014), MACOM (IPO in 2012), Sirenza (IPO in 2000, acquired by RFMD, now Qorvo in 2007), and Ubiquiti, Inc. ( Ubiquiti , IPO in 2011). Our management team, Summit and Gaas Labs share a proactive, partnership-focused approach to opportunity identification. Since Summit s founding, the firm has developed and refined an investment model and approach to partnership in a way that is designed to enable the firm to identify and invest with strong entrepreneurs and management teams as like-minded partners, and to add strategic value throughout the investment period. Summit believes it is both a pioneer and an innovator in deal sourcing and the use of proactive and thematic idea generation based on deep sector expertise. Since inception, more than 75% of the Firm s U.S. growth equity investments have been sourced directly by a Summit investment professional (not through an investment bank, business broker or other intermediary). Gaas Labs focuses on providing the operational expertise and strategic financing necessary to help develop and grow semiconductor, components, and electronic systems companies. Leveraging John and Susan Ocampo s own success in building and growing Sirenza from start-up to IPO to strategic sale, Gaas Labs forges partnerships with extraordinary entrepreneurs and management teams to accelerate their company's growth trajectory, profitability, and market leadership position. We believe John Ocampo s more than 40 years of industry experience as an engineer, entrepreneur, business leader, and investor provides a differentiated perspective into the markets SPGL will target. John Ocampo s vast network of industry relationships across the value chain from suppliers and manufacturers to end customers will provide immediate value to SPGL and the target company. Summit, Gaas Labs and our management team s combined operational, investment and acquisition experience provide our company with a strong reputation and unique network of relationships in the industry. This will be critical in sourcing and consummating a merger with an attractive target. We expect the Summit and Gaas Labs teams to also provide our company with support in identifying and performing diligence on potential targets for the initial business combination. During and after the initial business combination, both the Summit and Gaas Labs teams will provide value enhancement services to the target company. The combined support group will offer strategic analysis and guidance in areas such as product and sales strategy, operations, capital markets, transaction structuring, talent and human capital, information technology infrastructure and M&A sourcing. We believe that these resources and mentorship will differentiate our company and will help the target company generate long-term value. Our Partnership Summit and Gaas Labs have extensive experience working together. Our co-founders John Ocampo and Peter Chung have worked together in a professional capacity for more than 20 years. In 1999, certain funds managed by Summit invested in Sirenza, the RF semiconductors and components business founded by Mr. Ocampo. From 1999 through 2006, Mr. Chung served as a Director on the Sirenza board. The two worked together closely to drive the successful initial public offering of Sirenza in 2000. In 2007, Sirenza was acquired by RF Micro Devices (now Qorvo) in a successful transaction for shareholders. Mr. Ocampo and Summit again collaborated following a 2010 investment in MACOM, a leading supplier of high-performance RF, microwave, millimeter-wave and lightwave semiconductor products. Mr. Ocampo acquired MACOM in March 2009 in a transaction in which the seller, Cobham Electronic Systems Corporation, received $30 million in cash, $30 million in senior loan notes secured on the MACOM assets, and eventually $30 million in earnout payments. In December 2010, certain funds managed by Summit acquired a significant minority stake in the business, and Mr. Chung joined the MACOM Board of Directors. In March 2012, MACOM completed its initial public offering with the pricing of common stock at $19.00 per share, representing an enterprise value of approximately $850 million. Since the IPO, MACOM s share price has appreciated more than 250% and as of March 1, 2021, represents an TABLE OF CONTENTS enterprise value of over $5 billion. Both Mr. Ocampo and Mr. Chung continue to serve on the board of directors of MACOM and actively partner with MACOM s management team. Additionally, both Mr. Chung and Mr. Ocampo previously served together on the Board of Directors of Ubiquiti, a high performance Wi-Fi and networking technology company. Our Leadership Team Our management team is comprised of Executive Chairman and Director John Ocampo, Director Peter Chung, Chief Executive Officer and Director Jihye Rosenband, and Chief Financial Officer Chuck Bland. This team will be supported by both the Summit and Gaas Labs investment teams, and by our independent directors, as further described below. John Ocampo, our company s co-founder, Executive Chairman and Director, is the co-founder and President of Gaas Labs. Mr. Ocampo has a key repository of entrepreneurial, operational and technology expertise in the semiconductor, components and electronics sectors, all of which will be target sectors for SPGL. Mr. Ocampo serves as Chairman for Gaas Labs current portfolio companies including MACOM, where Mr. Ocampo led the acquisition and subsequent IPO in 2012. Prior to creating Gaas Labs, Mr. Ocampo co-founded Sirenza a supplier of radio frequency semiconductors and related components for communications, consumer, and aerospace and defense markets. While leading Sirenza through its IPO and eventual sale to RFMD (now Qorvo), Mr. Ocampo served at various times in a number of key roles, including President and Chief Executive Officer, Chief Technology Officer and Chairman. Prior to co-founding Sirenza, Mr. Ocampo served as General Manager at Magnum Microwave, an RF component manufacturer, and as Engineering Manager at Avantek, a telecommunications engineering company later acquired by Hewlett-Packard Co. Peter Chung, our company s co-founder and Director, is Managing Director and Chief Executive Officer of Summit. Mr. Chung joined Summit Partners in 1994 and focuses primarily on the technology sector. Mr. Chung has invested in more than 30 companies including 18 currently or formerly publicly traded companies. He is currently a director of A10 Networks, Inc., Empower RF Systems, Inc., MACOM, Sound Physicians, Inc. and Striim, Inc. His previous board and investment experience includes Acacia, AltoCom, Ditech Networks, E-TEK Dynamics, Finisar, GoldenGate Software, Sirenza, and Splash Technology. Prior to Summit, Mr. Chung worked in the Mergers & Acquisitions department of Goldman, Sachs & Co. Jihye Whang Rosenband, our Chief Executive Officer and Director, has over 20 years of semiconductor industry experience in various M&A, corporate strategy and engineering roles. Ms. Rosenband currently is the head of transaction related activity at Gaas Labs. Alongside our Executive Chairman, Ms. Rosenband also led corporate strategy and M&A at MACOM from 2010 to 2013. Previously, Ms. Rosenband served in various strategy and corporate development roles at HPE Aruba Networks from November 2018 to December 2020 and RPX Corporation from April 2014 through August 2016. She started her career in engineering roles at MACOM and Hittite. Charles Chuck Bland, our Chief Financial Officer, has served as a director of MACOM since 2010. Previously, he served as the Chief Executive Officer of MACOM from 2011 to 2012, and as its Chief Operating Officer from 2010 to 2011. From 2007 through 2010, Mr. Bland served as a director and as the chairman of the audit committee of NightHawk Radiology Holdings, Inc. During 2009, Mr. Bland served as the Chief Financial Officer of American Gaming Systems. Mr. Bland served as the Chief Financial Officer of Sirenza from 2005 through its sale to RFMD (now Qorvo) in 2007, and also as its Chief Operating Officer from May 2003 until July 2005. Our Independent Director Nominees Our efforts to seek a suitable business combination target will be complemented and augmented by the expertise and network of relationships of our directors, who each have extensive experience in business and financial matters. Notwithstanding our management team s past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. You should not rely on the historical record of our management s performance as indicative of our future TABLE OF CONTENTS performance. See Risk Factors Past performance of our management team, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in us, and we may be unable to provide positive returns to shareholders. For more information, see the section of this prospectus entitled Management Conflicts of Interest. Gerald Jerry Quinnell served as Chief Investment Officer of Gaas Labs from 2008 to 2015, where he led the acquisition of MACOM. Previously, he held various executive positions at Sirenza including Chief Strategy Officer, Vice President of Business Development, Vice President of Sales and Marketing, and Chief Operating Officer. Prior to Sirenza, Mr. Quinnell served as President and Chief Operating Officer of the RF and Microwave business unit of Avnet, Inc. From 1988 to 1997, Mr. Quinnell served as Chief Operating Officer of Penstock, Inc., an RF and microwave distribution company subsequently sold to Avnet, Inc. Robert Bob Van Buskirk most recently served as President, Chief Executive Officer and director of Wilson Electronics, LLC, a global provider of RF-based cellular signal booster products, from 2013 to 2016. Previously Mr. Van Buskirk served as corporate Vice President and President of the Multi-Market Products Group of RFMD. From 1999 to 2007, Mr. Van Buskirk served as president, Chief Executive Officer, and director of Sirenza. Before joining Sirenza, from 1998 to 1999, Mr. Van Buskirk was the Executive Vice President of business development and operations at Multilink Technology Corporation, a company specializing in the design, development, and marketing of high bit-rate electronic products for advanced fiber optic transmission systems. Prior to his position at Multilink, Mr. Van Buskirk held various management positions at TRW (now Northrop Grumman), a semiconductor wafer manufacturer. Mr. Van Buskirk has also served as director of Ubiquiti and Empower RF Systems, Inc. Alan Lowe has been Lumentum s President and CEO since its spin-off from JDSU in 2015 and was President of JDSU's Communications and Commercial Optical Products business segment previously. Under his leadership, Lumentum s business has been transformed by focusing on the customer, investing in market-leading innovation, entering new markets such as 3D sensing for consumer mobile devices, and improving operational execution. Mr. Lowe joined JDSU in September 2007 as Senior Vice President of JDSU s Commercial Lasers group. Before JDSU, Mr. Lowe was Senior Vice President, Customer Solutions at Asyst Technologies, Inc., a leader in automating semiconductor and flat panel display fabs. Prior to this role, he was President and Chief Executive Officer of Read-Rite Corporation, a manufacturer of thin-film recording heads for disk and tape drives. Our Business Strategy Our goal is to identify, acquire, and operate a future market leading business operating in a secular-growth area of the technology sector that leverages our experience and expertise. The directors and management will focus on opportunities in the technology sector, including the semiconductor, components, and electronic systems industry. There are several high-performance applications driving demand for such products, including: 5G communications, cloud networking, aerospace and defense, satellite communications, radiation hardened and high reliability space components, test, and measurement, automotive, and industrial, scientific and medical (ISM) markets. These applications will create numerous opportunities for emerging market participants across the technology ecosystem. We believe our company possesses differentiated insights and abilities due to its industry focus and engagement with both private and public companies. We believe this experience offers a competitive advantage in our company s ability to identify investment opportunities, support the growth of an acquired entity and generate value for shareholders. Key facets of our company s investment strategy include: Proprietary deal flow from vast network of industry relationships: Over many decades of active industry participation as engineers, entrepreneurs, executives, board members, and investors, we have fostered strong, long-standing relationships across the ecosystem that we believe will serve to support high-quality deal flow. The team s strong reputation as domain experts and responsible acquirers facilitates our ability to build relationships with and serve as effective, preferred partners to founders, CEOs, and management teams of potential target companies in our areas of focus. TABLE OF CONTENTS Data-driven fundamental analysis and deep domain expertise: Our management team brings deep domain expertise in and long-term perspective on the markets, technologies, and businesses on which we plan to focus. Our approach is grounded in detailed, data-driven fundamental research and primary due diligence that includes technology and intellectual property review, market and competitive landscape assessment, supplier and customer references, and financial and legal analysis. We believe the combination of first-hand operational experience and investing acumen offers a differentiated read on market dynamics, business models and valuation dislocations, which we believe gives us a significant competitive advantage, when identifying best in class growth companies. Extensive history of private deal execution and entry in public markets: We believe our understanding of private and public capital markets, and valuation dynamics in both, uniquely position us to identify and consummate a business combination with a growth orientation. Further, we believe this experience and established reputation for insightful analysis makes our company an attractive partner for the businesses we plan to target, including those owned by founders, families and minority or control investors. Proactive partners with deep value-added resources and a commitment to long term success: We believe that our desire to support a management team in executing their vision will resonate with founders and management teams of many potential companies. When we invest, it is generally with a strong view that the company will benefit from our value-creation expertise that our team can provide through mentorship and operational involvement and achieve compound growth over the long term. Our Investment Criteria Consistent with our investment philosophy and strategy, we plan to identify high-quality businesses run by exceptional teams pursuing large market opportunities. We expect to be guided by the criteria outlined above in evaluating opportunities, but we may decide to complete our initial business combination with a target business that does not meet some or all of these criteria. The criteria set forth above are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management and our investment team may deem relevant. We have identified the following attributes and guidelines to evaluate prospective target businesses. We may decide, however, to enter into our initial business combination with one or more target businesses that does not meet these criteria and guidelines. We intend to pursue an initial business combination with companies that have the following characteristics: Potential for leadership in large, growing market. Companies that exhibit potential for top market leadership and participate in large addressable markets experiencing secular tailwinds, technology disruption and/or dynamic forces that present opportunities for share gains. Differentiated products and intellectual property (IP). Differentiated products and IP, along with the ability to continuously innovate are key to acquiring and retaining customers, growing sales and gross profits, and achieving defensible market leadership position. We will focus on companies that address its customers most challenging problems with innovative, market leading solutions. Sustainable, compound growth. Companies which can deliver profitable growth for the long-term. We will focus on companies that exhibit high quality of revenue, attractive unit economics and other indicators of market sustainability and high margin profitability over time. Experienced management. Target companies will have talented management teams that are capable of and committed to growing a business and being industry leaders. Target companies, in conjunction with our management team, may also consider adding professionals to bolster expertise over time, as needed, leveraging our network of industry leaders. TABLE OF CONTENTS Strong risk-adjusted returns. Companies that will provide attractive risk-adjusted equity returns for SPGL s shareholders with potential upside from growth in the target business through post-combination value creation initiatives leveraging the capabilities of the Sponsors. Market acceptance. Companies that will likely be well received by public investors and are expected to have good access to the public capital markets. These criteria are intended to be representative, not exhaustive. Any evaluation relating to the merits of an initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors, and criteria that our management may deem relevant. Our management may decide, however, to enter into an initial business combination with one or more target businesses that does not meet these criteria and guidelines. Our Acquisition Process In evaluating a potential target business, we expect to conduct a comprehensive due diligence review to seek to determine a company s quality and its intrinsic value. That due diligence review may include, among other things, financial statement analysis, detailed document reviews, multiple meetings with management, consultations with relevant industry experts, competitors, customers and suppliers, as well as a review of additional information that we will seek to obtain as part of our analysis of a target company. Initial Business Combination So long as our securities are then listed on NASDAQ, our initial business combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriters fees and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We may, at our option, pursue an acquisition opportunity jointly with one or more entities affiliated with Gaas Labs, Summit and/or one or more investors in funds managed by Gaas Labs and/or Summit, which we refer to as an Affiliated Joint Acquisition. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a specified future issuance throughout this prospectus. The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. This is not an offer for any specified future issuance. Pursuant to the anti-dilution provisions of our Class B ordinary shares, any such specified future issuance would result in an adjustment to the conversion ratio such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all ordinary shares outstanding upon completion of this offering plus all shares issued in the specified future issuance, unless the holders of a majority of the then-outstanding Class B ordinary shares TABLE OF CONTENTS agreed to waive such adjustment with respect to the specified future issuance at the time thereof. We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our ordinary shares. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on NASDAQ for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Other Considerations We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent and disinterested directors will obtain an opinion from an independent investment banking firm or from an independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a specific target business nor have they had any substantive discussions with possible target businesses on our behalf. Our management team is TABLE OF CONTENTS regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive action, directly or indirectly, with any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. In addition, certain of our officers and directors presently have, and any of them in the future may have, additional fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, he, she or it may be required to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. To address the matters set out above our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity both us and our sponsor on the one hand and another entity on the other hand, including any entities managed by the company or its affiliates and any companies in which the company or such entities have invested about which any of our officers or directors acquires knowledge and we will waive any claim or cause of action we may have in respect thereof. In addition, we may, at our option, pursue an Affiliated Joint Acquisition opportunity with an entity to which a Founder, officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity. Members of our and Gaas Labs and Summit s management teams, including our officers and directors, will directly or indirectly own our securities following this offering and, accordingly, may have a conflict of interest in determining whether a particular target company is an appropriate business with which to effectuate our initial business combination. Each of our officers and directors, as well as our and Gaas Labs and Summit s management teams, may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers, directors, and management team members was included by a target business as a condition to any agreement with respect to such business combination. In addition, our sponsor, officers and directors intend to participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our sponsor, officers, and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. To address the matters set out above, our amended and restated memorandum and articles of association will provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. TABLE OF CONTENTS In addition, our amended and restated memorandum and articles of association will contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to the company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity. Corporate Information Our executive offices are located at 222 Berkeley Street, 18th floor, Boston, MA 02116 and our telephone number is (627) 824-1000. We maintain a corporate website at . The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. TABLE OF CONTENTS The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 25,000,000 units (or 28,750,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-fifth of one redeemable warrant. Proposed NASDAQ symbols Units: SPGLU Class A ordinary shares: SPGL Warrants: SPGLW Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Goldman Sachs & Co. LLC and Deutsche Bank Securities Inc. inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K that includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised TABLE OF CONTENTS following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 25,000,000(1) Ordinary shares: Number outstanding before this offering 7,187,500(2)(3) Number outstanding after this offering 31,250,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 5,333,333(1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 10,333,333(1) Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-fifth of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities , for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be (1) Assumes no exercise of the underwriters over-allotment option. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. (3) Includes 937,500 founder shares that are subject to forfeiture. (4) Includes 25,000,000 public shares and 6,250,000 founder shares, assuming 937,500 founder shares have been forfeited. TABLE OF CONTENTS determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; provided, in each case, that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under TABLE OF CONTENTS Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement, provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. TABLE OF CONTENTS Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ) for any 10 trading days within a 20-trading day period commencing no earlier than the date the warrants become exercisable and ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the 20-day Reference Period ). We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Please see the section of this prospectus entitled Description of Securities Redeemable Warrants Public Stockholders Warrants Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 for additional information. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. TABLE OF CONTENTS Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Shareholders Warrants Redemption of warrants when the price per of Class A ordinary share equals or exceeds $10.00 ; and if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Antidilution Adjustments ) for any 10 trading days within the 20-day Reference Period. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). TABLE OF CONTENTS No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Founder shares On February 25, 2021, the sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our expenses in consideration of 7,187,500 Class B ordinary shares, par value $0.0001. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. On February 25, 2021, our sponsor transferred 37,500 Class B ordinary shares to each of our independent directors. These 112,500 shares shall not be subject to forfeiture in the event the underwriters overallotment option is not exercised. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 937,500 founder shares are subject to forfeiture by the sponsor, depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of our founder shares may remove a member of the board of directors for any reason by way of ordinary resolution; in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires a special resolution), holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share; TABLE OF CONTENTS the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or during any extended time that we have to consummate a business combination beyond 24 months as a result of a shareholder vote to amend our amended and restated memorandum and articles of association (an Extension Period ) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 9,375,001, or 37.5% (assuming all issued and outstanding TABLE OF CONTENTS shares are voted and the over-allotment option is not exercised), or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if we do not consummate an initial business combination, at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the TABLE OF CONTENTS aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team, including upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason by way of ordinary resolution. In addition, in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires a special resolution), holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share and, as a result, our initial shareholders will be able to approve any such proposal without the vote of any other shareholder. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection TABLE OF CONTENTS with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 5,333,333 private placement warrants (or 5,833,333 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of 1.50 per warrant ($8,000,000 in the aggregate or $8,750,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares, and Private Placement Warrants Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average closing price TABLE OF CONTENTS of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants may be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Proceeds to be held in trust account NASDAQ listing rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $8,750,000 (or $10,062,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A TABLE OF CONTENTS ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months (or 27 months, as applicable) from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.2% per year, we estimate the interest earned on the trust account will be approximately $500,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,500,000 in working capital after the payment of approximately $1,500,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to TABLE OF CONTENTS advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on NASDAQ, our initial business combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriters fees and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on NASDAQ for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. We may structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, including an Affiliated Joint Acquisition. However, we will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or TABLE OF CONTENTS EXHIBIT INDEX Exhibit No. Description 1.1 Form of Underwriting Agreement.* 3.1 Memorandum and Articles of Association. 3.2 Form of Amended and Restated Memorandum and Articles of Association.* 4.1 Specimen Unit Certificate.* 4.2 Specimen Class A Ordinary Share Certificate.* 4.3 Specimen Warrant Certificate.* 4.4 Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* 5.1 Opinion of Ropes & Gray LLP.* 5.2 Opinion of Walkers, Cayman Islands Legal Counsel to the Registrant.* 10.1 Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.* 10.2 Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.* 10.3 Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.* 10.4 Form of Indemnity Agreement.* 10.5 Promissory Note, dated as of February 25, 2021, between the Registrant and the Sponsor. 10.6 Securities Subscription Agreement, dated as of February 25, 2021, between the Registrant and the Sponsor. 10.7 Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.* 23.1 Consent of Marcum LLP. 23.2 Consent of Ropes & Gray LLP (included on Exhibit 5.1).* 23.3 Consent of Walkers (included on Exhibit 5.2).* TABLE OF CONTENTS businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and TABLE OF CONTENTS Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with TABLE OF CONTENTS redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination, and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Limitations on redemptions Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A TABLE OF CONTENTS ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a TABLE OF CONTENTS quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination that contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. TABLE OF CONTENTS Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the TABLE OF CONTENTS underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association provide that we will have only 24 months (or 27 months, as applicable) from the closing of this offering to consummate our initial business combination. If we have not consummated an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering. TABLE OF CONTENTS Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or during any Extension Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy TABLE OF CONTENTS materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $2,000,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. TABLE OF CONTENTS Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest Certain of our officers and directors presently have, and any of them in the future may have, additional fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. In addition, our sponsor, officers and directors intend to participate in the formation of, or become an officer or director of, any other blank check TABLE OF CONTENTS company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Notwithstanding the foregoing, we may, at our option, pursue an Affiliated Joint Acquisition opportunity with any such fund or other investment vehicle. Such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such fund or vehicle. TABLE OF CONTENTS Risks Summary of Risk Factors An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. The requirement that we consummate an initial business combination within 24 months (or 27 months, as applicable) after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. We may not be able to consummate an initial business combination within 24 months (or 27 months, as applicable) after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public float of our Class A ordinary shares or public warrants. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. TABLE OF CONTENTS You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. NASDAQ may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months (or 27 months, as applicable) following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. The other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001847619_space_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001847619_space_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..908c230bc883744af217f5344c99fa591b183f80
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001847619_space_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: Companies Act refers to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; directors are to our current directors and director nominees; founder shares are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; initial shareholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; public shares are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares; provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; sponsor are to Space Acquisition Holdings LLC, a Delaware limited liability company; and we, us, company or our company are to Space Acquisition Corp. I, a Cayman Islands exempted company. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED MAY 6, 2021 $300,000,000 Space Acquisition Corp. I 30,000,000 Units Space Acquisition Corp. I is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 4,500,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Space Acquisition Holdings LLC, has committed to purchase an aggregate of 8,640,000 private placement warrants (or 9,540,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $8,640,000 in the aggregate (or $9,540,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our initial shareholders currently own an aggregate of 8,625,000 Class B ordinary shares (up to 1,125,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on The Nasdaq Capital Market, or Nasdaq, under the symbol OUTRU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Cantor Fitzgerald & Co., the representative of the underwriters of this offering, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols OUTR and OUTRW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 35 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 300,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 16,500,000 Proceeds, before expenses, to us $ 9.45 $ 283,500,000 (1) $0.20 per unit, or $6,000,000 in the aggregate (or $6,900,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $10,500,000 in the aggregate (or $12,075,000 if the underwriters over-allotment option is exercised in full), payable to the representative of the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the representative of the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $300,000,000, or $345,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $6,000,000 in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $2.64 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Sole Bookrunner Cantor Lead Manager Odeon Capital Group, LLC , 2021 Table of Contents GENERAL We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. OVERVIEW We intend to focus on a prospective target business in the space economy , taking advantage of the transformational commercialization of space, driven by recent and ongoing significant cost decreases of accessing and operating in space. Such prospective target businesses will likely have enterprise values of $1 billion or more, be positioned to be market leaders and possess compelling growth opportunities with strong underlying demand drivers in space sub-sectors which include, but are not limited to, launch vehicles, remote sensing, satellite communications, spacecraft and spacecraft components, global navigation, space tourism and in-orbit services. We expect that these target companies will have characteristics appropriate for public companies. As we focus our efforts on identifying a prospective target company or business, we will seek to capitalize on the multiple decades of combined investment, transactional and operational experience and deep relationship networks of our founders, Raphael Roettgen, Kevin Schubert and the team at E2MC Ventures, a space-focused venture capital firm with a global industry network. Notwithstanding the foregoing, our efforts on identifying a prospective target company or business will not be limited to a specific industry or geographic region. The commercial space sector was a $366 billion revenue industry in 2019 according to Satellite Industry Association data. According to Haver Analytics, Morgan Stanley Research forecasts the industry to grow to at least $1 trillion by 2040. We believe the commercial space industry, and the broader space economy is ripe for investment given a rapidly expanding ecosystem supported by increasing private investment and continuing public investment support. Specifically, private space investments have increased from under $1 billion annually from 2009-2014, to an average of more than $2 billion annually from 2015-2018, and greater than $5 billion in both 2019 and 2020 according to data compiled by Space Capital LP. We believe many of the hundreds of companies funded by these private investments are positioned to be successful and disruptive public companies. Furthermore, we believe many of these companies have significant growth capital requirements and would benefit from access to public markets. Public markets, and specifically special purpose acquisition company ( SPAC ) investors, have demonstrated strong receptivity to commercial space companies, including Social Capital Hedosophia Holdings Corp. s merger with Virgin Galactic Holdings, Inc. ( SPCE ), Stable Road Acquisition Corp. s pending merger with Momentus Inc., New Providence Acquisition Corp. s pending merger with AST & Science LLC, Holicity Inc. s pending merger with Astra Space, Inc, and Osprey Technology Acquisition Corp. s pending merger with BlackSky Holdings, Inc. In addition, in January 2021, ARK Investment Management announced its planned launch of a space exploration focused exchange traded fund. We believe more investor interest and capital will flow into this sector. Despite these trends, there are currently few public options for investors in the space industry. We also believe the space industry has limited SPAC participants with domain expertise, despite numerous high-quality and sizable targets. We believe there are many potential targets within the commercial space segment that are attractive acquisition opportunities and positioned to deliver substantial value to shareholders in the public markets due to strong public equity investor demand. OUR MANAGEMENT TEAM Our leadership team consists of experienced operators with deep experience managing companies, creating synergistic business combinations and driving operating profit growth through optimizing operations. Table of Contents SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001847888_new_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001847888_new_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4607de6d68d98cddec3a716cd34c5c05c2af55f9
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001847888_new_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 newbeginnings3_s1a.htm S-1/A As filed with the Securities Exchange Commission on April 7, 2021 Registration No. 333-254031 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ New Beginnings Acquisition Corp. III (Exact name of registrant as specified in its charter) ________________ Delaware 6770 86-1569188 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 800 1st Street Unit 1 Miami Beach, FL 33139 Telephone: (917) 592-7979 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) ________________ Michael S. Liebowitz Chief Executive Officer 800 1st Street Unit 1 Miami Beach, FL 33139 Telephone: (917) 592-7979 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) ________________ Copies to: Alan I. Annex, Esq. Jason T. Simon, Esq. Greenberg Traurig, P.A. 333 S.E. 2nd Avenue Miami, Florida 33131 Telephone: (305) 579-0576 David Alan Miller, Esq. Jeffrey M. Gallant, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 Telephone: (212) 818-8800 ________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.: Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. Table of Contents The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED April 7, 2021 $100,000,000 New Beginnings Acquisition Corp. III 10,000,000 Units ___________________ New Beginnings Acquisition Corp. III is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, which we refer to as our initial business combination, with one or more businesses, which we refer to as target businesses. We have not selected any specific target business and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any target business with respect to an initial business combination with our company. Although we may pursue a target business in any industry or sector, and in any geographic region, we intend to initially focus on companies in the travel, hospitality, leisure, financial technology (fintech), insurance technology and property technology (proptech) sectors outside of the United States. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our common stock and one-half redeemable warrant. Each warrant entitles the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment as described herein. The underwriter has a 45-day option from the date of this prospectus to purchase up to an additional 1,500,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination, subject to the limitations described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as further described herein. Our sponsor, New Beginnings Sponsor III, LLC, has agreed to purchase an aggregate of 500,000 placement units (545,000 placement units if the over-allotment option is exercised in full) at a price of $10.00 per unit, for an aggregate purchase price of $5,000,000 (or $5,450,000 if the over-allotment option is exercised in full). Each placement unit will be identical to the units sold in this offering, except as described in this prospectus. The placement units will be sold in a private placement that will close simultaneously with the closing of this offering. Currently, there is no public market for our units, common stock or warrants. We intend to apply to list our units on the NYSE American stock exchange, or the NYSE American, under the symbol "NBAD.U". We expect that our units will be listed on the NYSE American on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE American. We expect the common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Ladenburg Thalmann & Co. Inc., the underwriter in this offering, inform us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the common stock and warrants will be listed on the NYSE American under the symbols "NBAD" and "NBAD WS," respectively. We are an "emerging growth company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 27 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $100,000,000 Underwriting discounts and commissions(1) $0.55 $5,500,000 Proceeds, before expenses, to New Beginnings Acquisition Corp. III $9.45 $94,500,000 (1)Includes $0.35 per unit, or $3,500,000 (or up to $4,025,000 if the underwriter s over-allotment option is exercised in full) in the aggregate payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described in this prospectus. The deferred commissions will be released to the underwriter only on completion of an initial business combination, as described in this prospectus. The underwriter will receive compensation in addition to the underwriting discount. See the section of this prospectus entitled "Underwriting" beginning on page 132 for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the placement units described in this prospectus, $100.0 million, or $115.00 million if the underwriter s over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account in the United States, with Continental Stock Transfer & Trust Company acting as trustee. The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager Ladenburg Thalmann , 2021 Table of Contents TABLE OF CONTENTS Page SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001847961_blueprint_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001847961_blueprint_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..addd0d6d0c2d957cb9cc897ac21ca8b8dbebf080
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001847961_blueprint_prospectus_summary.txt
@@ -0,0 +1 @@
+summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "amended and restated certificate of incorporation" are to our certificate of incorporation to be in effect upon the completion of this offering; "common stock" are to our Class A common stock and our Class B common stock; "completion window" is the period following the completion of this offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions and as further described herein. The completion window ends 24 months from the closing of this offering; "directors" are to our directors and director nominees; "equity-linked securities" are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of such securities; "founder shares" are to shares of our Class B common stock and the shares of our Class A common stock issued upon the automatic conversion thereof at the time of our initial business combination as provided herein; "initial stockholders" are to our sponsor and any other holders of our founder shares immediately prior to this offering; "letter agreement" refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; "management" or our "management team" are to our officers and directors; "private placement" are to a subscription of 4,000,000 warrants (or 4,400,000 warrants in the aggregate if the underwriters option to purchase additional units is exercised in full) at a price of $1.50 per warrant ($6,000,000 in the aggregate, or $6,600,000 in the aggregate if the underwriters option to purchase additional units is exercised in full) by our sponsor in a private placement that will close simultaneously with the closing of this offering; "private placement warrants" are to the warrants issued to our sponsor in the Private Placement; "public shares" are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public stockholders" are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a "public stockholder" shall only exist with respect to such public shares; "sponsor" are to Blueprint Health Merger Sponsor LLC, a Delaware limited liability company; "underwriters option to purchase additional units" are to the underwriters 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any; "warrants" are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and the private placement warrants; "warrant exercise date" are to the date on which the warrants will become exercisable, which is the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering; "warrant expiration date" are to the date on which the warrants expire, which is five years after the completion of our initial business combination or earlier upon redemption or liquidation; and The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED APRIL 2, 2021 PRELIMINARY PROSPECTUS $200,000,000 Blueprint Health Merger Corp. 20,000,000 Units Blueprint Health Merger Corp. is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Although we reserve the right to pursue an acquisition opportunity in any business or industry, we intend to focus on digital health companies that are disrupting large and established industries and markets. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering (the "warrant exercise date"), and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation (the "warrant expiration date"), as described in this prospectus. We have also granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the consummation of our initial business combination, including interest, net of taxes payable, divided by the number of then outstanding public shares, subject to the limitations described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Blueprint Health Merger Sponsor LLC, has agreed to purchase an aggregate of 4,000,000 warrants (or 4,400,000 warrants if the underwriters option to purchase additional units is exercised in full) at a price of $1.50 per warrant ($6,000,000 in the aggregate, or $6,600,000 in the aggregate if the underwriters option to purchase additional units is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each private placement warrant entitles the holder thereof to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as described in this prospectus. Prior to this offering, there has been no public market for our units, Class A common stock or warrants. We have applied to list our units on the Nasdaq Capital Market ("Nasdaq"), under the symbol "BHMCU" on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus, subject to certain conditions. Once the securities constituting the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols "BHMC" and "BHMCW," respectively. We are an "emerging growth company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. Please see "Risk Factors" on page 33. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Price to Public $10.00 $200,000,000 Underwriting Discounts and Commissions(1) $0.55 $11,000,000 Proceeds, before expenses, to us $9.45 $189,000,000 (1)Includes $0.35 per unit, or $7,000,000 (or up to $8,050,000 if the underwriters option to purchase additional units is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of shares of Class A common stock sold as part of the units in this offering, as described in this prospectus. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also "Underwriting" for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000, or $230,000,000 if the underwriters option to purchase additional units is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Book-Running Manager Credit Suisse "we," "us," "company" or "our company" are to Blueprint Health Merger Corp. , a Delaware corporation. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their option to purchase additional units and the forfeiture by our sponsor of 750,000 founder shares. Introduction to Blueprint Health Merger Corp. A decade ago, a group of visionary entrepreneurs and investors came together in New York City to launch a first-of-its-kind digital health community called Blueprint Health. Passionate about making a difference by improving people s health and with conviction that advances in technology were unleashing a disruptive force that would revolutionize healthcare, this team set out to construct a platform for innovation and business creation. While building a respected brand in healthcare, they successfully rallied hundreds of innovative healthcare executives, attracted $500 million dollars of investment capital, and helped build over eighty digital health companies that created over $2 billion dollars of enterprise value. Blueprint Health successes include companies like Lumere (acquired by Global Healthcare Exchange, "GHX"), Digital Surgery (acquired by Medtronic), Doctor.com (acquired by Press Ganey), DocASAP, RubiconMD, Avail, Health Recovery Solutions, Andros, Artemis Health, and Healthify. Over the years, the Blueprint Health network – its founders, investors, mentors, and portfolio company principals – have created and led enterprises that not only scaled rapidly and returned significant capital to shareholders but also transformed their respective verticals, positively influencing the wellbeing of millions of people around the world. Along the way, this group of digital health innovators has amassed unrivaled knowledge, experience, and connections that continue to power many large, market-leading companies in healthcare today. For example, individuals in the Blueprint Health network have helped found and lead prominent companies including Phreesia, Teladoc, Everyday Health, Best Doctors, Kryuus, Liazon, and Zocdoc. Blueprint Health Merger Corp. ("BHMC") seeks to draw on the past experience of the Blueprint Health founders. BHMC, led by Dr. Rajiv Kumar, Mathew Farkash, Dr. Brad Weinberg, and Neil Parikh, will leverage the management team s expertise and connections to successfully partner with the next generation of transformative digital health companies. BHMC will seek to invest in digital healthcare businesses that will benefit from being public in the acceleration of their value-creation strategies. We believe BHMC is uniquely positioned to engage with a high volume of potential investment opportunities sourced through our management team s network of existing relationships, including Blueprint Health s portfolio companies and their founders, venture capital and private equity firms that are part of our investment network, health plans and health systems that have previously partnered with us, and the Blueprint Health Advisory Network. The BHMC Opportunity When Blueprint Health was first launched in 2010, digital health was an emerging concept. The first cohort of digital health companies were promising but had yet to prove their ability to scale efficiently, drive widespread adoption, and capture significant market share from healthcare incumbents. They faced significant challenges such as a lack of proven efficacy, byzantine regulatory hurdles, unclear reimbursement pathways, and low adoption of digital health tools by consumers, employers, payers, and providers. A decade later, many digital health solutions have published clinically significant outcomes, achieved CDC-recognition or even FDA approval, become reimbursable as a medical claim, and climbed the rankings of the most-downloaded mobile applications by consumers. Self-insured employers, health plans, and health systems have enthusiastically embraced digital health platforms and programs as they seek to improve the patient experience, optimize workflows, and rein in soaring costs. These profound changes have led to a coming-of-age moment in the digital health space, as evidenced by companies that have gone public like Teladoc, Phreesia, GoodRX, Livongo, Amwell, Accolade, One Medical, and Peloton, who have demonstrated the wide reach and transformative impact of digital health. We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. TABLE OF CONTENTS Page SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001848004_virgin_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001848004_virgin_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..91690d9592cd52283227f6d35445949074465805
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001848004_virgin_prospectus_summary.txt
@@ -0,0 +1 @@
+information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "we," "us," "company" or "our company" are to Virgin Group Acquisition Corp. III, a Cayman Islands exempted company; "Companies Act" are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; "Credit Suisse" are to Credit Suisse Securities (USA) LLC, the underwriter in this offering; "directors" are to our current directors and director nominees (if any); "founder shares" are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; "initial shareholders" are to holders of our founder shares prior to this offering; "management" or our "management team" are to our officers and directors; "ordinary shares" are to our Class A ordinary shares and our Class B ordinary shares; "private placement warrants" are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; "public shares" are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public shareholders" are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a "public shareholder" will only exist with respect to such public shares; "public warrants" are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "sponsor" are to Virgin Group Acquisition Sponsor III LLC, a Cayman Islands limited liability company; and "warrants" are to our public warrants and private placement warrants. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. 1 Table of Contents Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. Our Company We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Our company s founder is Sir Richard Branson, a renowned global entrepreneur and founder of the Virgin Group. Virgin is a leading international investment group and one of the world s most recognized and respected brands. Created in 1970 with the birth of Virgin Records, the Virgin Group has gone on to invest in, incubate and grow a number of successful businesses in the private and public markets. Each Virgin branded company brings a fresh, innovative and distinctive consumer proposition, shaking up the status quo to create businesses that lift experiences out of the ordinary. This focus on the consumer, since it is not tied to a specific product or industry, has given the brand the ability to expand into new sectors and new geographies. Virgin has expanded into many sectors since its inception, driven by Sir Richard s ambition to create the world s most irresistible brand. Its investments span across travel & leisure, financial services, health & wellness, technology & internet-enabled, music & entertainment, media & mobile, space, and renewable energy. The Virgin Group has built significant capabilities across these sectors. There are now more than 40 Virgin branded businesses worldwide, and the Virgin Group has also successfully applied its expertise to investments in non-Virgin branded businesses in which it has seen the opportunity to generate attractive financial returns. The Virgin Group s resources, ranging from its experienced investment executives to skilled brand experts, will support the sourcing and evaluation of acquisition targets for our company. We intend to search for targets that operate in consumer-facing industries in the U.S. and Western Europe, with a focus on businesses that provide consumer experiences in the sectors in which Virgin has historically created significant shareholder value. We believe that we will have a unique value proposition for our target due to our ability to apply the Virgin brand to fuel its growth and enhance its financial profile. Virgin s track record of creating shareholder value is demonstrated by the fact that ten Virgin branded businesses have been valued at a billion dollars or more: Virgin Records, Virgin Atlantic, Virgin Australia (formerly ASX: VAH; acquired by Bain Capital and the Virgin Group), Virgin Mobile USA (formerly NYSE: VM; acquired by Sprint Nextel), Virgin Media (formerly NASDAQ / LSE: VMED; acquired by Liberty Global), Virgin Galactic (NYSE: SPCE), Virgin Active, Virgin Money U.K. (LSE: VMUK; acquired by Clydesdale Bank), Virgin Voyages and Virgin America (formerly NASDAQ: VA; acquired by Alaska Air Group). Though a select group of companies within the Virgin portfolio has recently been impacted by the COVID-19 pandemic, the Virgin Group and its partners have made significant investments to provide each of the affected businesses with sufficient resources to continue to operate through the crisis. The Virgin Group is led by a team of experienced investment professionals, based in New York and London, who are responsible for acquiring, investing in and growing the Virgin branded businesses worldwide. They are deeply familiar with evaluating and structuring transactions and understand the types of businesses and situations in which the Virgin brand is best positioned to enhance operating performance. Outside of investments involving the Virgin brand, the same team invests across an array of strategies including venture capital, growth equity, renewable energy, real estate and direct fund investments. Notable non-branded investments made by the Virgin Group that were sourced and evaluated by our executives include Slack, Square, Twitter, Ring, Transferwise and Pinterest, among others. We believe that these investments are a testament to the Virgin Group s access to attractive external investment opportunities and its thorough deal evaluation process. In addition to sourcing, evaluating, and executing transactions, our team has extensive operating experience across a variety of deal situations, including: 2 Table of Contents Incubating businesses from the ground up (as with Virgin America, a U.S. domestic airline, and Virgin Voyages, an international cruise line); Acquiring control stakes in existing businesses (as with Virgin Active, a leading international health club chain, and BMR Energy, a developer and operator of international renewable energy projects); and Re-branding a business in which Virgin has invested a minority equity position (as with Virgin Media, a U.K. telecommunications provider). The Virgin Group s executives therefore have experience working within a variety of structures - relevant given the flexibility required as a SPAC sponsor - and have played active roles in providing portfolio companies with overall strategic direction as well as assistance with value creation initiatives. They are also able to provide access to Virgin s global network to facilitate best practice sharing and cooperation between portfolio businesses. Finally, they have extensive experience in taking companies public, including Virgin Mobile (U.K.), Virgin Mobile U.S.A., Virgin Money U.K., Virgin Australia, Virgin America, AquaVenture Holdings, Virgin Galactic (which merged with a SPAC, Social Capital Hedosophia Holdings, in October 2019), VG Acquisition Corp. ("VGAC I"), the Virgin Group s inaugural SPAC, and Virgin Group Acquisition Corp. II ("VGAC II"), the Virgin Group s second SPAC. The Virgin Group has a dedicated team of brand experts that bring experience and understanding of consumer behavior, brands, and marketing, and will work closely with our executives in evaluating companies during the acquisition process. They work with portfolio company management in bringing the brand to life in their companies across multiple dimensions including brand identity and strategy, customer experience, employee experience, product design, communications, and digital strategy. They are particularly hands-on with businesses that are in the process of rebranding to Virgin in order to realize the benefits that accrue to Virgin branded businesses. Such cases include the rebranding of Clydesdale Bank ("CYBG") to Virgin Money U.K. after CYBG s acquisition of Virgin Money to create the U.K. s sixth largest bank, as well as the rebranding of NTL:Telewest, Britain s largest cable operator at the time, into Virgin Media following a merger with Virgin Mobile (U.K.). Furthermore, Virgin Red, the recently launched group-wide loyalty program, will allow for customers across the various Virgin business to be further integrated into the Virgin ecosystem. We expect that this capability will be an attractive enhancement to the already compelling Virgin brand proposition. Institutionally the Virgin Group has deep relationships from its long history of partnering with a broad set of well-respected investors. In excess of $8 billion in third-party equity capital has been invested and committed alongside the Virgin Group into Virgin branded businesses by strategic and financial partners over the past decade. Examples of our successful investment partnerships include: Strategics such as Delta Air Lines in Virgin Atlantic, CYBG in Virgin Money U.K., Stagecoach Group in Virgin Trains U.K., and Liberty Global in Virgin Media; Private equity firms such as Bain Capital in Virgin Voyages and Virgin Australia, TPG Capital in Virgin Rail, CVC in Virgin Active, Cyrus Capital in Virgin America and Apax Partners in Virgin Radio; Venture capital firms such as Insight Venture Partners in Virgin Pulse, as well as Andreessen Horowitz, Thrive Capital, GV, Index Ventures and others in investments in non-Virgin branded startups; and Other prominent family offices and sovereign wealth funds such as Mubadala and ADIC among others in Virgin branded businesses such as Virgin Galactic, Virgin Orbit and Virgin Money U.K. This track record demonstrates the Virgin Group s value as a long-term partner and we are confident that our network will provide introductions to proprietary and differentiated investment opportunities. In addition to the group of investors, financial advisers, entrepreneurs, management teams and alumni that the Virgin Group has built through its 50 year track record of value creation, we believe that Sir Richard Branson s public profile, broad personal network and global access put us in a strong position to identify, evaluate and close a transaction that will deliver long-term shareholder value. 3 Table of Contents Our Management Team Sir Richard Branson is the company s founder. He is a global entrepreneur and prominent business leader. Having started Virgin as a mail order record retailer in 1970, Sir Richard founded Virgin Records, which went on to become the biggest independent music label in the world. He then embarked upon a series of entrepreneurial ventures that we know today as the Virgin Group. He maintains a daily blog on virgin.com with more than 41 million followers across five social networks. Sir Richard has found entrepreneurial ways to provoke positive change in the world. He established the non-profit foundation Virgin Unite to tackle challenging social and environmental problems and strives to make business a force for good. Sir Richard was awarded a knighthood in 1999 for services to entrepreneurship. Josh Bayliss will serve as our company s Chief Executive Officer and as a member of our board of directors. Mr. Bayliss is Chief Executive Officer of the Virgin Group and is responsible for the Virgin Group s strategic development, licensing of the brand globally and management of direct investments on behalf of the Virgin Group in various companies around the world. He has been with Virgin since 2005, previously serving as the Virgin Group s General Counsel before taking on the CEO role in 2011. He has had extensive experience as a board director of a large number of companies across the Virgin Group globally, in sectors ranging from aviation & travel, health & wellness, media/mobile, financial services, space and renewable energy. He currently serves on the board of Virgin Red, Virgin s group-wide loyalty program that was launched earlier this year. Prior to joining Virgin, he was a senior associate at Slaughter and May, a leading international law firm. Evan Lovell will serve as our company s Chief Financial Officer and as a member of our board of directors. Mr. Lovell is Chief Investment Officer of the Virgin Group and is responsible for managing the Virgin Group s investment team and portfolio in North America. Mr. Lovell serves on the boards of Virgin Hotels, Virgin Voyages, Virgin Galactic, Virgin Orbit, BMR Energy and 23andMe. He served on the board of Virgin America prior to its sale to Alaska Air Group, and on the board of AquaVenture Holdings (NYSE: WAAS). He is a founding partner of the Virgin Green Fund, a private equity fund focused on the renewable energy and resource efficiency sectors. Mr. Lovell is a seasoned private equity investor and operator having invested and participated in global private equity and M&A over the last 20 years. Prior to the Virgin Group, Mr. Lovell was an investment professional at TPG Capital and served on the board of directors of a number of TPG Capital portfolio companies. In February 2020, our management team incorporated VGAC I, a special purpose acquisition company incorporated for the purpose of effecting a business combination. Mr. Bayliss served as Chief Executive Officer and as a director, and Mr. Lovell served as Chief Financial Officer and as a director of VGAC I. VGAC I completed its initial public offering in October 2020, in which it sold 50,855,000 units, each consisting of one VGAC I Class A ordinary share and one-third of one warrant to purchase one VGAC I Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of approximately $509 million. On February 4, 2021, VGAC I announced that it entered into a merger agreement for VGAC I s initial business combination with 23andMe, Inc. ("23andMe"). The transaction closed on June 16, 2021. 23andMe is a provider of direct-to-consumer genetic testing services that provide consumers with personalized ancestry, health and wellness information based on their individual DNA. 23andMe believes that helping people access, understand and benefit from the human genome is critical to transforming the healthcare system and improving the way consumers manage their health. As the only consumer genetic testing company with multiple FDA clearances for over-the-counter health and carrier status reports, 23andMe empowers consumers with information to make better decisions about healthcare, helping them to live healthier lives. The company also offers consumers the option to participate in genetic research. More than 80% of customers have chosen to participate, which has enabled 23andMe to create a premier re-contactable database of genotypic and phenotypic information for genetic research. This database has resulted in thousands of new genetic insights, unlocking future opportunities across health, therapeutics and other areas. 23andMe s dedicated therapeutics group has leveraged this database to generate a broad pipeline of more than 30 novel therapeutic programs, spanning oncology, respiratory, cardiovascular diseases and more. In January 2021, our management team incorporated VGAC II, a special purpose acquisition company incorporated for the purpose of effecting a business combination. Mr. Bayliss serves as Chief Executive Officer and 4 Table of Contents as a director, and Mr. Lovell serves as Chief Financial Officer and as a director of VGAC II. VGAC II completed its initial public offering in March 2021, in which it sold 40,250,000 units, each consisting of one VGAC II Class Ordinary share and one-fifth of one warrant for one VGAC II Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of approximately $402.5 million. VGAC II has neither announced nor completed its initial business combination. Business Strategy We are focused on effecting a business combination with a target that operates in one of the Virgin Group s core sectors: travel & leisure, financial services, health & wellness, technology & internet-enabled, music & entertainment, media & mobile and renewable energy/resource efficiency. We will primarily search for consumer-facing businesses. We are not, however, required to complete our initial business combination with a business in one of these sectors and, as a result, may pursue a business combination outside of these categories if we find an alternative opportunity that we believe will result in an attractive return to investors. We believe that the COVID-19 crisis has caused temporary dislocations in several of our focus sectors, creating a rare opportunity to invest in fundamentally strong target businesses at attractive valuations while providing needed financial and operational resources and access to the public markets. We are equally well-positioned to capitalize on secular trends that have accelerated as a result of the pandemic. Technology and internet-enabled products are now playing an increasingly prominent role in consumers lives and we have a strong network and track record from investing in these business models, both through our venture capital portfolio, as well as through Virgin incubated digital businesses such as Trainline (LSE: TRN), an independent digital rail and coach ticketing platform. Our search process will leverage our management team s and board directors strong network of financial sponsors, advisers, attorneys, management teams, board members and Virgin alumni built over its 50-year history across multiple sectors to access proprietary opportunities at attractive valuations. We will continue to build on the Virgin Group s thematic work and expertise in specific sectors to identify differentiated investment targets. However, we remain open to the significant number of opportunities that we expect will present themselves upon completion of this offering, particularly given our founder s public profile and the positive attention he generates within the business community. A key differentiator for our company versus other sponsors is our ability to apply the Virgin brand to our target in conjunction with a business combination, to the extent possible given existing brand licensing agreements and their associated restrictions. These brand licensing agreements are managed by Virgin Enterprises Limited, a separate company with its own board of directors. It is our experience that the unique Virgin touch, purpose-driven approach, and customer service prowess increases shareholder value in Virgin branded companies. Across sector and stage of growth, we have seen the Virgin brand consistently create tangible commercial value for businesses across six key dimensions: Providing Marketing Efficiency: marketing spend can be up to 10x as efficient at driving consumer consideration for Virgin companies versus peers; Boosting market share: research shows rebranding a business as Virgin can deliver a significant immediate uplift in consumer choice; Attracting & Retaining Talent: Virgin companies can show an employee churn rate more than 20% lower than their industry peers; Commanding a premium: Virgin companies have demonstrated an ability to command a pricing premium versus similar competitors; Scaling fast: Virgin companies build awareness quickly and demonstrate rapid growth potential; and 5 Table of Contents Building loyal communities: brand research shows that the more Virgin companies a customer uses, the higher openness and preference they show for Virgin overall. We believe that a target business s association with the Virgin brand will be even more valuable in the coming years as the next generation of consumer-facing Virgin businesses come into their major growth phases, providing further customer touchpoints to carry the brand forward into the future. Many of our businesses are making significant strides, with some specific examples as follows: Virgin Voyages: Virgin Voyages is introducing a unique experience to the cruise industry with creative programming and modern design. The company has designed four ships, each carrying 2,800 passengers. The company has taken delivery of its first two ships and started sailing its first ship out of Miami in October 2021. The company s second ship is expected to set sail in the first half of 2021. At scale, Virgin Voyages is expected to carry over half a million passengers annually; Virgin Hotels: Virgin Hotels is a boutique lifestyle hotel brand that combines comfort and innovation through heartfelt service, cutting edge technology and outstanding design. The brand currently has five open hotels, in Chicago, Dallas, Nashville, Las Vegas and New Orleans, with a pipeline of more to come; Virgin Galactic: Virgin Galactic is pioneering human spaceflight for private individuals and operates out of Spaceport America, the world s first purpose built commercial spaceport. VSS Unity, Virgin Galactic s spaceship, was the first commercial space vehicle to have put humans in space. The company received FAA approval to fly customers to space in June 2021 and subsequently completed its first fully crewed rocket-powered test flight, which included our founder, Sir Richard Branson, as a crew member. The company s next major milestone will be the launch of commercial operations; and Virgin Orbit: Virgin Orbit is a dedicated small satellite launch provider that leverages its proprietary air-launch system and rocket technology to disrupt the launch services industry. The company recently completed its second successful orbital launch, which deployed seven satellites and marked the initiation of commercial service. Furthermore, the Virgin Group recently launched a new Virgin Group-wide loyalty program following the combination of Virgin Atlantic s loyalty program with Virgin Red, an existing loyalty start-up within the Virgin Group. The combined entity, called Virgin Red, rebranded its currency to Virgin Points and launched publicly in June 2021. Virgin Red currently encompasses approximately 2.6 million members and offers those members the capability to earn and spend Virgin Points across a portfolio of Virgin and third-party companies. The program has ambitious targets and aims to expand the reach of its offering to all parts of the Virgin Group and grow its membership base significantly. By September 2021, the program was offering around 140 ways of earnings points and 70 ways of spending points. Any company that we effect a business combination with will be eligible to participate in this loyalty program. We believe that this opportunity will be compelling to businesses that we speak to during our search and will further enhance our ability to successfully close a business combination with an attractive target. We look forward to building value in our target using our brand marketing expertise and by leveraging best practices from around the Virgin Group. We also intend to utilize the extensive experience of our company s management team and board of directors in leading businesses through a variety of macroeconomic conditions. They will provide financial, operational and marketing experience, enabling rapid growth either organically, through acquisitions, or brand-led turnarounds. In addition, they will help drive operational improvements and strategic initiatives in our target business. Business Combination Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and guidelines. We will seek to pursue targets that we believe: 6 Table of Contents will perform well in the public markets over the long term and offer attractive returns to shareholders; would uniquely benefit from an association with a trusted name like Virgin through brand enhancement and improved operational performance; can be sourced through our extensive proprietary networks so as to avoid broadly marketed processes; generate stable free cashflows or that have a clear near-term path to produce healthy free cashflows; have the ability to provide a strong consumer experience that is meaningfully differentiated from competitors; have a strong and experienced management team that we can work alongside and augment as the company scales; and are prepared from a management, corporate governance, and reporting perspective to become a publicly traded company and can benefit from the access to the broader capital markets that this will provide. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines, as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us. Initial Business Combination The rules of the NYSE require and our amended and restated memorandum and articles of association provide that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting commission held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination upon standards generally accepted by the financial community. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction 7 Table of Contents company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination because our sponsor, officers or directors may have to determine whether to present business combination opportunities to us or to any other blank check company with which they may become involved. In particular, affiliates of our sponsor are currently sponsoring the blank check company, VGAC II. Further, Mr. Bayliss, our Chief Executive Officer, and Mr. Lovell, our Chief Financial Officer, serve as the Chief Executive Officer and Chief Financial Officer, respectively, for VGAC II until the consummation of its business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination, because (i) our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, (ii) at least two of the five directors of VGAC II will not be on our board and (iii) we believe the different composition of our leadership will mitigate any potential conflicts of interest with respect to VGAC II. Prior to the date of this prospectus, we filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current 8 Table of Contents intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information Our executive offices are located at 65 Bleecker Street, 6th Floor, New York, NY 10012, and our telephone number is (212) 497-9050. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to "emerging growth company" will have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not exceed $700 million as of the prior June 30. 9 Table of Contents The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled "Risk Factors". Securities offered: 30,000,000 units (or 34,500,000 units if the underwriter s over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-fifth of one redeemable warrant. Proposed NYSE symbols: Units: "VIII.U" Class A Ordinary Shares: "VIII" Warrants: " VIII.WS" Trading commencement and separation of Class A ordinary shares and warrants: The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or the immediately following business day if such 52nd day is not a business day) unless Credit Suisse informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the 10 Table of Contents date of this prospectus. If the underwriter s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter s over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 30,000,000(1) Ordinary shares: Number outstanding before this offering 8,625,000 (2) Number outstanding after this offering 37,500,000 (1)(3) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 5,333,333 (1) Number of warrants to be outstanding after this offering and the private placement 11,333,333 (1)(4) (1) Assumes no exercise of the underwriter s over-allotment option and the surrender of 1,125,000 founder shares to us for no consideration. (2) Includes up to 1,125,000 founder shares that may be surrendered to us for no consideration depending on the extent to which the underwriter s over-allotment option is exercised. (3) Comprised of 30,000,000 Class A ordinary shares included in the units to be sold in this offering and 7,500,000 Class B ordinary shares (or founder shares). Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption "Founder shares conversion and anti-dilution rights." (4) Comprised of 6,000,000 public warrants included in the units to be sold in this offering and 5,333,333 private placement warrants to be sold in the private placement. Exercisability Each whole warrant offered in this offering is exercisable to purchase one Class A ordinary share. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-fifth of one warrant, with each whole warrant exercisable for one Class A ordinary share in order to reduce the dilutive effect of the warrants upon completion of a business combination, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective 11 Table of Contents issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (z) the volume weighted average trading price of our Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the "Market Value") is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under "Redemption of warrants" will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable 30 days after the completion of our initial business combination; provided, in each case, that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for this offering or a new registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon 12 Table of Contents exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a "covered security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of public warrants Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the "Reference Value"). We will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon 13 Table of Contents exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period or we have elected to require the exercise of the public warrants on a "cashless basis" as described below. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. If we call the public warrants for redemption as described above, we will have the option to require all holders that wish to exercise such warrants to do so on a "cashless basis." In determining whether to require all holders to exercise their public warrants on a "cashless basis," we will consider, among other factors, our cash position, the number of public warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our public warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the "fair market value" (defined below) by (y) the fair market value. The "fair market value" means the 10-day average closing price as of the date on which the notice of redemption is sent to the holders of the warrants. The "10-day average closing price" means, as of any date, the average last reported sale price of the Class A ordinary shares as reported during the 10 trading day period ending on the trading day prior to such date. "Last reported sale price" means the last reported sale price of the Class A ordinary shares on the date prior to the date on which notice of exercise of the warrant is sent to the warrant agent. Founder shares On February 23, 2021, we issued to our sponsor an aggregate of 14,375,000 founder shares for expenses paid in aggregate of $25,000 on behalf of the Company, or approximately $0.002 per share. In July 2021, the sponsor forfeited 5,750,000 founder shares, resulting in our sponsor holding 8,625,000 founder shares. Prior to this offering, our sponsor intends to transfer 30,000 of our founder shares to each of our three independent directors. These 90,000 shares will not be subject to forfeiture in the event the underwriter s over-allotment option is not exercised. 14 Table of Contents Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per-share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 34,500,000 units if the underwriter s over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 1,125,000 of the founder shares may be surrendered by our sponsor for no consideration depending on the extent to which the underwriter s over-allotment option is not exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination; the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to 15 Table of Contents any public shares they hold if we fail to complete our initial business combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. If we submit our initial business combination to our public shareholders for a vote, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. As a result, in addition to our initial shareholders founder shares, we would need 11,250,001 or 37.5%, of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption "Founder shares conversion and anti-dilution rights." Transfer restrictions on founder shares Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under "Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants". Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- 16 Table of Contents trading day period commencing at least 150 days after our initial business combination or (2) if we consummate a transaction after our initial business combination which results in our shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Appointment of directors; Voting Holders of record of our Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in our amended and restated memorandum and articles of association, or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company is generally required to approve any matter voted on by our shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and pursuant to our amended. 17 Table of Contents and restated memorandum and articles of association, such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following our initial business combination, the holders of more than 50% of our ordinary shares voted for the appointment of directors can appoint all of the directors. Only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to appoint directors may be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of the founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. If we seek shareholder approval of our initial business combination, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 11,250,001, or 37.5%, of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised) Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 5,333,333 private placement warrants (or 5,933,333 warrants if the underwriter s over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, or $8,000,000 in the aggregate (or 18 Table of Contents $8,900,000 if the underwriter s over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $300.0 million (or $345.0 million if the underwriter exercises its over-allotment option in full) will be held in the trust account. The private placement warrants will be identical to the warrants sold in this offering except that the private placement warrants (i) will not be redeemable by us, (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders (and the Class A ordinary shares issuable upon exercise of these warrants may not be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, subject to certain limited exceptions), (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. Transfer restrictions on private placement warrants The private placement warrants (will not be transferable, assignable or salable (and the Class A ordinary shares issuable upon exercise of the private placement warrants will not be transferable, assignable or salable until 30 days after the completion of our initial business combination), except as described herein under "Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants." Proceeds to be held in trust account NYSE rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $300.0 million, or $345.0 million if the underwriter s over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $6,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $6,900,000 if the underwriter s over-allotment option is exercised in full) and an aggregate of $2 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $10,500,000 (or $12,075,000 if the underwriter s 19 Table of Contents over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we have not completed our initial business combination within 24 months from the closing of this offering, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity. The funds held in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $300,000 per year, assuming an interest rate of 0.1% per year; however we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $1,000,000 in working capital after the payment of 20 Table of Contents approximately $1,000,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us; provided that any such loans will not have any claim on the funds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.50 per warrant, at the option of the lender. Conditions to completing our initial business combination The rules of the NYSE require and our amended and restated memorandum and articles of association provide that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting commission held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination upon standards generally accepted by the financial community. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business 21 Table of Contents combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the transactions together as our initial business combination for purposes of seeking shareholder approval or conducting a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NYSE rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; 22 Table of Contents however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See "Proposed Business—Effecting Our Initial Business Combination— Permitted Purchases of Our Securities." for a description of how our sponsor, initial shareholders, directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. Our sponsor, directors, officers, advisors or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining shareholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our Class A ordinary shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 23 Table of Contents per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with NYSE s shareholder approval rules. The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NYSE. Such provisions may be amended if approved by holders of 65% of our ordinary shares entitled to vote thereon. If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will: 24 Table of Contents conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. A quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our initial shareholders will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders founder shares, we would need 11,250,001, or 37.5%, of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination 25 Table of Contents and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to, at the holder s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed 26 Table of Contents initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares. Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or 27 Table of Contents on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public shareholders who exercise their redemption rights as described above under "Redemption rights for public shareholders upon completion of our initial business combination," to pay the underwriter its deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association provide that we will have only 24 months from the closing of this offering to complete our initial business combination. If we have not completed our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business 28 Table of Contents days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our initial shareholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period. The underwriter has agreed to waive its rights to its deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers and directors have agreed, pursuant to a letter agreement, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or 29 Table of Contents (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described above under "Limitations on redemptions." For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal, and in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account: Repayment of up to an aggregate of $250,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to our sponsor or an affiliate thereof of up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to us; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may 30 Table of Contents be convertible into private placement warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled "Management—Committees of the Board of Directors—Audit Committee." Risks We are a blank check company that has conducted no operations and has generated no revenues to date. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see "Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419." You should carefully consider these and the other risks set forth in the section entitled "Risk Factors". 31 Table of Contents Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. September 30, 2021 (Actual) Balance Sheet Data: (Unaudited) Working capital (deficiency) $(469,136) Total assets $484,250 Total liabilities $469,136 Shareholder s equity $15,114 32 Table of Contents Cautionary Note Regarding Forward-Looking Statements AND RISK FACTOR SUMMARY Some of the statements contained in this prospectus may constitute "forward-looking statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about: our ability to select an appropriate target business or businesses; our ability to complete our initial business combination; our expectations around the performance of the prospective target business or businesses; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; actual and potential conflicts of interest relating to our sponsor and our directors, officers and other affiliates; our ability to draw from the support and expertise of our sponsor, and our directors, officers and other affiliates; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; our potential ability to obtain additional financing to complete our initial business combination; our pool of prospective target businesses; our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic; the ability of our officers and directors to generate a number of potential business combination opportunities; our public securities potential liquidity and trading; the lack of a market for our securities; the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; the trust account not being subject to claims of third parties; or our financial performance following this offering. The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking 33 Table of Contents statements. These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors". Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. 34 Table of Contents Risk Factors An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. General Risk Factors We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. We are a blank check company incorporated under the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues. We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. We are an "emerging growth company" within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Additionally, we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates did not 35 Table of Contents exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not exceed $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss. We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss. Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. We may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such approval. Accordingly, we may complete our initial business combination even if holders of a majority of our ordinary shares do not approve of the business combination we complete. Please see the section entitled "Proposed Business—Shareholders May Not Have the Ability to Approve Our Initial Business Combination" for additional information. Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, your only opportunity to effect your investment decision regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination. If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Our initial shareholders will own 20% of our issued and outstanding ordinary shares immediately following the completion of this offering (assuming our initial shareholders do not purchase any units in this offering). Our initial shareholders and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the 36 Table of Contents shareholders who attend and vote at a general meeting of the company, including the founder shares. As a result, in addition to our initial shareholders founder shares, we would need 11,250,001, or 37.5%, of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood that we will receive an ordinary resolution, being the requisite shareholder approval for such initial business combination. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. We may seek to enter into a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. The amount of the deferred underwriting commissions payable to the underwriter will not be adjusted for any shares that are redeemed in connection with a business combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon completion of our initial business combination, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon completion of our initial business combination or less than such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption of our public shares and the related business combination, and we may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. If we are able to consummate an initial business combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination. In addition, the amount of the deferred underwriting commissions payable to the underwriter will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. 37 Table of Contents The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market. The requirement that we complete our initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within 24 months from the closing of this offering. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. Our search for a business combination, and any partner business with which we ultimately complete a business combination, may be materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets. In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a "Public Health Emergency of International Concern." On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a "pandemic". The COVID-19 pandemic has and a significant outbreak of other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential partner business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors or the partner business s personnel, vendors and services providers are unavailable to negotiate and complete a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to complete a business combination, or the operations of a partner business with which we ultimately complete a business combination, may be materially adversely affected. In addition, our ability to complete a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our 38 Table of Contents initial business combination and could even result in our inability to find a target or to consummate an initial business combination. In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies preparing for an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available to consummate an initial business combination. In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether. We may not be able to complete our initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. We may not be able to find a suitable target business and complete our initial business combination within 24 months after the closing of this offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the COVID-19 pandemic continues to grow both in the U.S. and globally and, while the extent of the impact of the pandemic on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the COVID-19 pandemic may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The COVID-19 pandemic has significantly impacted the global markets and the sectors in which Virgin has historically operated. While we intend to search for acquisition targets that operate in consumer-facing industries, with a focus on businesses that provide consumer experiences in the sectors in which Virgin has historically operated, the global spread of COVID-19 has disrupted business operations in these sectors. Specifically, the continued spread of COVID-19 and precautionary actions taken related to COVID-19 have adversely impacted the ability and desire for consumers to travel, stay in hotels, visit gyms and dine out at restaurants. The pandemic has also resulted in, and may continue to result in, significant disruption and volatility of global financial markets. Given the rapid and evolving nature of the impact of the virus, responsive measures taken by governmental authorities and the uncertainty about its impact on society and the global economy, we cannot predict the extent to which the sectors in which Virgin has the most experience will be affected by the pandemic, particularly if these impacts persist or worsen over an extended period of time. To the extent COVID-19 adversely affects the global financial markets, it may also have the effect of heightening many of the other risks described in this "Risk Factors" section. 39 Table of Contents If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public "float" of our Class A ordinary shares. If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NYSE rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The price per share paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See "Proposed Business—Effecting Our Initial Business Combination—Permitted Purchases of Our Securities" for a description of how our sponsor, directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. In addition, if such purchases are made, the public "float" of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. We expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of this offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target 40 Table of Contents companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including: restrictions on the nature of our investments; and restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including: registration as an investment company; adoption of a specific form of corporate structure; and reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading "investment securities" constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor. We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an "investment company" within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity; or (iii) absent an initial business combination within 24 months from the closing of this offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our initial business combination, 41 Table of Contents our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations. We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. We may seek business combination opportunities in industries or sectors that may be outside of our management s areas of expertise. We will consider a business combination outside of our management s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue a business combination outside of the areas of our management s expertise, our management s expertise may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the areas of our management s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value. Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines. Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. We are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view. Unless we complete our initial business combination with an affiliated entity or our board of directors cannot independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking firm which is 42 Table of Contents a member of FINRA or from a valuation or appraisal firm that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination. We may issue additional Class A ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks. Our amended and restated memorandum and articles of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share. Immediately after this offering, there will be 170,000,000 and 12,500,000 (assuming in each case that the underwriter has not exercised its over-allotment option and the forfeiture of 1,125,000 Class B ordinary shares) authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B ordinary shares. The Class B ordinary shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated memorandum and articles of association, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related to our initial business combination. Immediately after this offering, there will be no preferred shares issued and outstanding. We may issue a substantial number of additional Class A ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein. However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preferred shares: may significantly dilute the equity interest of investors in this offering; may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares; could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants. Unlike some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination. The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A 43 Table of Contents ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. Since our sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. On February 23, 2021, we issued to our sponsor an aggregate of 14,375,000 founder shares for expenses paid in aggregate of $25,000 on behalf of the Company, or approximately $0.002 per share. In July 2021, the sponsor forfeited 5,750,000 founder shares, resulting in our sponsor holding 8,625,000 founder shares. Prior to this offering, our sponsor intends to transfer 30,000 of our founder shares to each of our three independent directors. These 90,000 shares will not be subject to forfeiture in the event the underwriter s over-allotment option is not exercised. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 34,500,000 units if the underwriter s over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 1,125,000 of the founder shares may be surrendered for no consideration depending on the extent to which the underwriter s over-allotment is exercised. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor has committed to purchase an aggregate of 5,333,333 private placement warrants (or 5,933,333 warrants if the underwriter s over-allotment option is exercised in full) for an aggregate purchase price of $8,000,000 (or $8,900,000 if the underwriter s over-allotment option is exercised in full), or $1.50 per warrant. The private placement warrants will also be worthless if we do not complete our initial business combination. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 24-month anniversary of the closing of this offering nears, which is the deadline for our completion of an initial business combination. We may only be able to complete one business combination with the proceeds of this offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. The net proceeds from this offering and the private placement of warrants will provide us with $290,500,000 (or $333,925,000 if the underwriter s over-allotment option is exercised in full) that we may use to complete our initial business combination (after taking into account the $10,500,000, or 44 Table of Contents $12,075,000 if the over-allotment option is exercised in full, of deferred underwriting commissions being held in the trust account). We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be: solely dependent upon the performance of a single business, property or asset, or dependent upon the development or market acceptance of a single or limited number of products, processes or services. This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination. We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability. If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations. We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all. In pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all. We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after this offering, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred commissions that will released from the trust only on a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after this offering, including, for example, in connection with the sourcing and consummation of an initial business combination. We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after this offering, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing. We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at that time in an 45 Table of Contents arm's length negotiation; provided that no agreement will be entered into with any of the underwriters or their respective affiliates and no fees or other compensation for such services will be paid to any of the underwriters or their respective affiliates prior to the date that is 60 days from the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriters' compensation in connection with this offering. The underwriters are also entitled to receive deferred commissions that are conditioned on the completion of an initial business combination. The underwriters' or their respective affiliates' financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination. Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business. We may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business. We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree. Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. In order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support. In order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For 46 Table of Contents example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association requires a special resolution under Cayman Islands law, which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and amending our warrant agreement will require a vote of holders of at least 65% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 65% of the then outstanding private placement warrants. In addition, our amended and restated memorandum and articles of association require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within 24 months of the closing of this offering or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination. The provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of not less than two-thirds of our ordinary shares who attend and vote at a general meeting of the company (or 65% of our ordinary shares with respect to amendments to the trust agreement governing the release of funds from our trust account), which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support. Our amended and restated memorandum and articles of association provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution, under Cayman Islands law which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares who attend and vote at a general meeting of the company for that purpose. Our initial shareholders, who will collectively beneficially own 20% of our ordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other special purpose acquisition companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association. Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares. Our shareholders are not parties to, or third- party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, officers or directors for any breach of these agreements. As a 47 Table of Contents result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law. Our letter agreement with our sponsor, officers and directors may be amended without shareholder approval. Our letter agreement with our sponsor, officers and directors contain provisions relating to transfer restrictions of our founder shares and private placement warrants, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account. The letter agreement may be amended without shareholder approval (although releasing the parties from the restriction not to transfer the founder shares for 185 days following the date of this prospectus will require the prior written consent of the underwriter). While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities. We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. We have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement warrants. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings. To the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination. If (i) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per Class A ordinary 48 Table of Contents share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (iii) the Market Value of our Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business. Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination. We will be issuing warrants to purchase 6,000,000 of our Class A ordinary shares (or 6,900,000 Class A ordinary shares if the underwriter s over-allotment option is exercised in full) as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing in a private placement an aggregate of 5,333,333 private placement warrants (or 5,933,333 warrants if the underwriter s over-allotment option is exercised in full), at $1.50 per warrant. In addition, if the sponsor makes any working capital loans, it may convert those loans into up to an additional 1,000,000 private placement warrants, at the price of $1.50 per warrant. To the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business. Affiliates of the Virgin Group have similar or overlapping investment objectives and guidelines, and we may not be presented investment opportunities that may otherwise be suitable for us. Affiliates of the Virgin Group currently invest and plan to continue to invest in, incubate, and grow successful businesses in sectors across travel & leisure, financial services, health & wellness, music & entertainment, media & mobile, space, and renewable energy. There may be overlap of investment opportunities with affiliates of the Virgin Group that are actively investing and similar overlap with future Virgin Group affiliates. This overlap could create conflicts of interest. In particular, investment opportunities that may otherwise be suitable for us may not be presented to us by our sponsor. This overlap could also create conflicts in determining to which entity a particular investment opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Past performance by our management team, Virgin Group and their affiliates, including VGAC I and investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the Company. Information regarding our management team, Virgin Group and their affiliates, including VGAC I and investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by our management team, Virgin Group and their affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences of our management team, Virgin Group and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our management team, Virgin Group or their affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities. Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses. The federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure. We will include the same financial 49 Table of Contents statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America ("GAAP") or international financial reporting standards as issued by the International Accounting Standards Board ("IFRS") depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. Risks Relating to our Securities If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed. We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to, at the holder s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. See the section of this prospectus entitled "Proposed Business—Delivering Share Certificates in Connection with the Exercise of Redemption Rights." 50 Table of Contents You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, and (iii) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the funds held in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. NYSE may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. We have applied to list our units on the NYSE. We expect that our units will be listed on the NYSE on or promptly after the date of this prospectus. Following the date that the Class A ordinary shares and warrants are eligible to trade separately, we anticipate that the Class A ordinary shares and warrants will be separately listed on the NYSE. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in the NYSE listing standards, we cannot assure you that our securities will be, or will continue to be, listed on the NYSE in the future or prior to our initial business combination. In order to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, following our initial public offering, we must maintain a minimum amount in Shareholders equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with NYSE s initial listing requirements, which are more rigorous than NYSE s continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE. For instance, our share price would generally be required to be at least $4.00 per share and our Shareholders equity would generally be required to be at least $5.0 million. We cannot assure you that we will be able to meet those initial listing requirements at that time. If NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity for our securities; a determination that our Class A ordinary shares are a "penny stock" which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; a limited amount of news and analyst coverage; and a decreased ability to issue additional securities or obtain additional financing in the future. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." Because we expect that our units and eventually our Class A ordinary shares and warrants will be listed on the NYSE, our units, Class A ordinary shares and warrants will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is 51 Table of Contents a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities. You will not be entitled to protections normally afforded to investors of many other blank check companies. Since the net proceeds of this offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a "blank check" company under the United States securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the completion of this offering and the sale of the private placement warrants and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if this offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see "Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419." If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a "group" of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent, which we refer to as the "Excess Shares." However, we would not be restricting our shareholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 24 months, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination. Of the net proceeds of this offering, only $1,000,000 will be available to us initially outside the trust account to fund our working capital requirements. We believe that, upon closing of this offering, the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the next 24 months; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a "no-shop" provision (a provision in letters of intent or merger agreements designed to keep target businesses from "shopping" around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger 52 Table of Contents agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless. Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment. Even if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. If third parties bring claims against us, the funds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share. Our placing of funds in the trust account may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to 53 Table of Contents execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party s engagement would be in the best interests of the company under the circumstances. WithumSmith+Brown, PC, our independent registered public accounting firm, and the underwriter of this offering will not execute agreements with us waiving such claims to the monies held in the trust account. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than WithumSmith+Brown, PC, our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders. In the event that the funds in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy his obligations or that he has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share. 54 Table of Contents The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we do not to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share. If, after we distribute the funds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages. If, after we distribute the funds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. If, before distributing the funds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. If, before distributing the funds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the funds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. If we are unable to consummate our initial business combination within 24 months from the closing of this offering, our public shareholders may be forced to wait beyond such to 24 months before redemption from our trust account. If we are unable to consummate our initial business combination within 24 months from the closing of this offering, the funds then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 24 months from the closing of this offering before the redemption proceeds 55 Table of Contents of our trust account become available to them, and they receive the return of their pro rata portion of the funds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination. Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands. We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors. In accordance with NYSE corporate governance requirements, we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following our listing on the NYSE. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first general meeting) serving a three-year term. In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the appointment of directors until after the consummation of our initial business combination. You will not be permitted to exercise your warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available. If the issuance of the Class A ordinary shares upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. Under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for this offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use our commercially reasonable efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be 56 Table of Contents permitted to do so for cash and, instead, will be required to do so on a cashless basis, in which case the number of Class A ordinary shares that the holders of warrants will receive upon cashless exercise will be based on a formula. In no event will warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available. If our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of "covered securities" under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. Our ability to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants for redemption or if there is no effective registration statement covering the Class A ordinary shares issuable upon exercise of these warrants will cause holders to receive fewer Class A ordinary shares upon their exercise of the warrants than they would have received had they been able to pay the exercise price of their warrants in cash. If we call the warrants for redemption, we will have the option, in our sole discretion, to require all holders that wish to exercise warrants to do so on a cashless basis in the circumstances described in "Description of Securities—Warrants—Redemption of Public Warrants". If we choose to require holders to exercise their warrants on a cashless basis or if holders elect to do so when there is no effective registration statement, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash. For example, if the holder is exercising 875 public warrants at $11.50 per share through a cashless exercise when the Class A ordinary shares have a fair market value of $17.50 per share when there is no effective registration statement, then upon the cashless exercise, the holder will receive 300 Class A ordinary shares. The holder would have received 875 Class A ordinary shares if the exercise price was paid in cash. This will have the effect of reducing the potential "upside" of the holder s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold. The grant of registration rights to our initial shareholders and holders of our private placement warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares. Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our initial shareholders and their permitted transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our private placement warrants and their permitted transferees can demand that we register the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and holders of securities that may be issued upon conversion of working capital loans may demand that we register such units, shares, warrants or the Class A ordinary shares issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders, holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered. 57 Table of Contents Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business s operations. Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and acquire a business or businesses that can benefit from our management team s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors, including the travel & leisure, financial services, health & wellness, music & entertainment, media & mobile, space, and renewable energy sectors. Our amended and restated memorandum and articles of association prohibit us from effectuating a business combination with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. We may be a passive foreign investment company, or "PFIC," which could result in adverse United States federal income tax consequences to U.S. investors. If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned "Taxation—United States Federal Income Taxation—General") of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse United States federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception (see the section of this prospectus captioned "Taxation—United States Federal Income Taxation—U.S. Holders—Passive Foreign Investment Company Rules"). Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, moreover, will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year (of which there can be no assurance), we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service ("IRS") may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a "qualified electing fund" election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see the section of this prospectus captioned "Taxation— United States Federal Income Taxation—U.S. Holders — Passive Foreign Investment Company Rules." 58 Table of Contents We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in us. Although we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including: default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; our inability to pay dividends on our Class A ordinary shares; using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. Our initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support. Upon closing of this offering, our initial shareholders will own 20% of our issued and outstanding ordinary shares (assuming they do not purchase any units in this offering). Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. If our initial shareholders purchase any units in this offering or if our initial shareholders purchase any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our initial shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this prospectus. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were appointed by our sponsor, is and will be divided into three classes, each of which will generally serve for a terms for three years with only one class of directors being appointed in each year. We may not hold an annual general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our "staggered" board of directors, only a minority of the board of directors will be considered for appointment and our initial 59 Table of Contents shareholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial shareholders will continue to exert control at least until the completion of our initial business combination. Our initial shareholders paid an aggregate of $25,000, or approximately $0.003 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares. The difference between the public offering price per share (allocating all of the unit purchase price to the Class A ordinary share and none to the warrant included in the unit) and the pro forma net tangible book value per share of our Class A ordinary shares after this offering constitutes the dilution to you and the other investors in this offering. Our initial shareholders acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and the other public shareholders will incur an immediate and substantial dilution of approximately 112.60% (or $11.26 per share, assuming no exercise of the underwriter s over-allotment option), the difference between the pro forma net tangible book deficit per share after this offering of $1.26 and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares. The determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating company. Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the underwriter. In determining the size of this offering, management held customary organizational meetings with the representative of the underwriter, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriter believed it reasonably could raise on our behalf. Factors considered in determining the size of this offering, prices and terms of the units, including the Class A ordinary shares and warrants underlying the units, include: the history and prospects of companies whose principal business is the acquisition of other companies; prior offerings of those companies; our prospects for acquiring an operating business at attractive values; a review of debt to equity ratios in leveraged transactions; our capital structure; an assessment of our management and their experience in identifying operating companies; general conditions of the securities markets at the time of this offering; and other factors as were deemed relevant. Although these factors were considered, the determination of our offering size, price and terms of the Units is more arbitrary than the pricing of securities of an operating company in a particular industry since we have no historical operations or financial results. There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities. There is currently no market for our securities. Shareholders therefore have no access to information about prior market history on which to base their investment decision. Following this offering, the price of our securities may 60 Table of Contents vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of the COVID-19 pandemic. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained. Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management. Our amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval. Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant. We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. We have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if, among other things, the Reference Value equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). Please see "Description of Securities—Warrants—Public Shareholders Warrants—Redemption of Public Warrants." If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants as described above could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the Market Value of your warrants. None of the private placement warrants will be redeemable by us. Because each unit contains one-fifth of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies. Each unit contains one-fifth of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-fifth of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we 61 Table of Contents believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share. We may not have sufficient funds to satisfy indemnification claims of our directors and officers. We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited. We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers. Our corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States. We have been advised by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company. 62 Table of Contents Risks Relating to our Management Team We are dependent upon our officers and directors and their loss could adversely affect our ability to operate. Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us. Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business. Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous. Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law. We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company. When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that 63 Table of Contents the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors, including the Virgin Group, for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. For example, the continued COVID-19 pandemic might distract our management team related to their ongoing obligations. Our independent directors also serve as officers and board members for other entities. If our officers and directors other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our officers and directors other business affairs, please see "Management— Officers and Directors." Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours. The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders rights. See the section titled "Description of Securities—Certain Differences in Corporate Law—Shareholder Suits" for further information on the ability to bring such claims. However, we might not ultimately be successful in any claim we may make against them for such reason. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest. In light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers, directors or existing holders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under "Management—Conflicts of Interest." Such entities may compete with us for business combination opportunities. Our sponsor, 64 Table of Contents officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in "Proposed Business—Effecting our initial business combination—Selection of a target business and structuring of our initial business combination" and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest. Certain members of our management team may be involved in and have a greater financial interest in the performance of other Virgin Group entities, and such activities may create conflicts of interest in making decisions on our behalf. Certain members of our management team may be subject to a variety of conflicts of interest relating to their responsibilities to Virgin Group and its other affiliates. Such individuals may serve as members of management or a board of directors (or in similar such capacity) to various other Virgin Group entities. Such positions may create a conflict between the advice and investment opportunities provided to such entities and the responsibilities owed to us. The other entities in which such individuals may become involved may have investment objectives that overlap with ours. Furthermore, certain of our principals and employees may have a greater financial interest in the performance of such other Virgin Group entities than our performance. Such involvement may create conflicts of interest in sourcing investment opportunities on our behalf and on behalf of such other entities. Our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses or entities. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law. In addition, our sponsor, officers and directors are, and/or may in the future become affiliated with other blank check companies or other entities that may have acquisition objectives that are similar to ours. For example, Mr. Bayliss is the Chief Executive Officer and a member of the Board of Directors of VGAC II and Mr. Lovell is the Chief Financial Officer and a member of the Board of Directors of VGAC II. VGAC II is a blank check company incorporated for the purpose of effecting its own business combination, and Mr. Bayliss and Mr. Lovell owe fiduciary duties under Cayman Islands law to VGAC II. Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to such other blank check companies prior to its presentation to us, subject to our officers and directors fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. For a complete discussion of our executive officers and directors business affiliations and the potential conflicts of interest that you should be aware of, please see "Management—Officers, Directors and Director Nominees," "Management—Conflicts of Interest" and "Certain Relationships and Related Party Transactions." 65 Table of Contents Risks Associated with Acquiring and Operating a Business in Foreign Countries If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us. If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations. If we pursue a target a company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates. If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following: costs and difficulties inherent in managing cross-border business operations; rules and regulations regarding currency redemption; complex corporate withholding taxes on individuals; laws governing the manner in which future business combinations may be effected; exchange listing and/or delisting requirements; tariffs and trade barriers; regulations related to customs and import/export matters; local or regional economic policies and market conditions; unexpected changes in regulatory requirements; challenges in managing and staffing international operations; longer payment cycles; tax issues, such as tax law changes and variations in tax laws as compared to the United States; currency fluctuations and exchange controls; rates of inflation; challenges in collecting accounts receivable; cultural and language differences; employment regulations; underdeveloped or unpredictable legal or regulatory systems; corruption; 66 Table of Contents protection of intellectual property; social unrest, crime, strikes, riots and civil disturbances; regime changes and political upheaval; terrorist attacks and wars; and deterioration of political relations with the United States. We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations. If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues. Following our initial business combination, our management may resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations. After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate. The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable. Exchange rate fluctuations and currency policies may cause a target business ability to succeed in the international markets to be diminished. In the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction. We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights. In connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to 67 Table of Contents enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance. We are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed. We employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner Mail addressed to the Company and received at its registered office will be forwarded unopened to the forwarding address supplied by Company to be dealt with. None of the Company, its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability to communicate with us. We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders. We may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders to pay such taxes. Shareholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation. After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights. It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws. 68 Table of Contents Use of Proceeds We are offering 30,000,000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of the private placement warrants will be used as set forth in the following table. Without Over-allotment Option Over-allotment Option Exercised Gross proceeds Gross proceeds from units offered to public(1) $300,000,000 $345,000,000 Gross proceeds from private placement warrants offered in the private placement $8,000,000 $8,900,000 Total gross proceeds $308,000,000 $353,900,000 Offering expenses(2) Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3) $6,000,000 $6,900,000 Legal fees and expenses 380,163 380,163 Printing and engraving expenses 3,294 3,294 Accounting fees and expenses 44,500 44,500 SEC/FINRA Expenses 183,749 183,749 Travel and road show 3,294 3,294 NYSE listing and filing fees 85,000 85,000 Directors and officers insurance 300,000 300,000 Total offering expenses (other than underwriting commissions) $1,000,000 $1,000,000 Proceeds after offering expenses $301,000,000 $346,000,000 Held in trust account(3) 300,000,000 345,000,000 % of public offering size 100% 100% Not held in trust account $1,000,000 $1,000,000 The following table shows the use of the approximately $1,000,000 of net proceeds not held in the trust account:(4) Amount % of Total Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(5) 500,000 50.0% Legal and accounting fees related to regulatory reporting obligations 50,000 5.0% NYSE and other regulatory fees 85,000 8.5% Payment for office space, utilities, administrative and support services 240,000 24.0% Consulting, travel and miscellaneous expenses incurred during search for initial business combination target 75,000 7.5% Working capital to cover miscellaneous expenses 50,000 5.0% Total $1,000,000 100.0% (1)Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination. (2)A portion of the offering expenses will be paid from the proceeds of loans from our sponsor of up to $250,000 as described in this prospectus. These loans will be repaid upon completion of this offering out of the $1,000,000 of offering proceeds that has been allocated for the payment of offering expenses other than underwriting commissions. In the event that offering expenses are less than set forth in this table, any such amounts will be used for post-closing working capital expenses. (3)The underwriter has agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our initial business combination, up to $10,500,000, which constitutes the underwriter s deferred commissions (or $12,075,000 if the underwriter s over-allotment option is exercised in full) will be paid to the underwriter from the funds held in the trust account. See 69 Table of Contents "Underwriting". The remaining funds, less amounts released to the trustee to pay redeeming shareholders, will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital. The underwriter will not be entitled to any interest accrued on the deferred underwriting discounts and commissions. (4)These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. (5)Includes estimated amounts that may also be used in connection with our initial business combination to fund a "no shop" provision and commitment fees for financing. NYSE rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $308,000,000 in gross proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, or $353,900,000 if the underwriter s over-allotment option is exercised in full, $300,000,000 ($10.00 per unit), or $345,000,000 if the underwriter s over-allotment option is exercised in full ($10.00 per unit), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee, after deducting $6,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $6,900,000 if the underwriter s over-allotment option is exercised in full) and an aggregate of $2 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds held in the trust account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $300,000 per year, assuming an interest rate of 0.1% per year; however, we can provide no assurances regarding this amount. We expect that the interest earned on the trust account will be sufficient to pay income taxes. We will not be permitted to withdraw any of the principal or interest held in the trust account, except for the withdrawal of interest to pay our taxes and up to $100,000 to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we have not completed our initial business combination within 24 months from the closing of this offering, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity. The net proceeds released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may use the balance of the cash released from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. There is no limitation on our ability to raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering. However, our amended and restated memorandum and articles of association provide that, following this offering and prior to the consummation of our initial business 70 Table of Contents combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. We believe that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated. This belief is based on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective business combination, only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of a business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. If we are required to seek additional capital, we could seek such additional capital through loans or additional investments from our sponsor, members of our management team or any of their affiliates, but such persons are not under any obligation to advance funds to, or invest in, us. We will pay our sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Prior to the closing of this offering, our sponsor has agreed to loan us up to $250,000 to be used for a portion of the expenses of this offering. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of this offering. The loan will be repaid upon the closing of this offering out of the $1,000,000 of offering proceeds that has been allocated to the payment of offering expenses. In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. 71 Table of Contents Dividend Policy We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. If we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. 72 Table of Contents Dilution The difference between the public offering price per Class A ordinary share, assuming no value is attributed to the warrants included in the units we are offering pursuant to this prospectus or the private placement warrants, and the pro forma net tangible book value per share of our Class A ordinary shares after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale and exercise of warrants, including the private placement warrants, which would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of Class A ordinary shares which may be redeemed for cash), by the number of outstanding Class A ordinary shares. At September 30, 2021, our net tangible book deficit was $469,136, or approximately $(0.05) per ordinary share. After giving effect to the sale of 30,000,000 Class A ordinary shares included in the units we are offering by this prospectus (or 34,500,000 Class A ordinary shares if the underwriter s over-allotment option is exercised in full), the sale of the private placement warrants and the deduction of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book deficit at September 30, 2021 would have been $9,484,886 or $1.26 per share (or $11,059,886 or $1.28 per share if the underwriter s over-allotment option is exercised in full), representing an immediate increase in net tangible book deficit (as decreased by the value of the 30,000,000 Class A ordinary shares that may be redeemed for cash, or 34,500,000 Class A ordinary shares if the underwriter s over-allotment option is exercised in full) of $1.21 per share (or $1.23 if the underwriter s over-allotment option is exercised in full) to our initial shareholders as of the date of this prospectus and an immediate dilution to public shareholders from this offering of $10.00 per share. Total dilution to public shareholders from this offering will be $11.26 per share (or $11.28 if the underwriter s over-allotment option is exercised in full). The following table illustrates the dilution to the public shareholders on a per-share basis, assuming no value is attributed to the warrants included in the units or the private placement warrants: No exercise of over-allotment option Exercise of over-allotment option in full Public offering price $ 10.00 $ 10.00 Net tangible book deficit before this offering (0.05 ) (0.05 ) Increase attributable to public shareholders (1.21 ) (1.23 ) Pro forma net tangible book value after this offering and the sale of the private placement warrants (1.26 ) (1.28 ) Dilution to public shareholders $ 11.26 $ 11.28 For purposes of presentation, we have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriter s over-allotment option) by $300,000,000 because holders of up to approximately 100% of our public shares may redeem their shares for a pro rata share of the aggregate amount then on deposit in the trust account at a per share redemption price equal to the amount in the trust account as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two business days prior to the commencement of our tender offer or general meeting, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes), divided by the number of Class A ordinary shares sold in this offering. The following table sets forth information with respect to our initial shareholders and the public shareholders: 73 Table of Contents Purchased Total Consideration Average Price Per Share Number Number Percentage Amount Percentage Initial Shareholders(1) 7,500,000 20% $25,000 0.01% 0.003 Public Shareholders 30,000,000 80% $300,000,000 99.99% 10.00 37,500,000 100% $300,025,000 100.0% (1)Assumes the over-allotment option has not been exercised and an aggregate of 1,125,000 founder shares have been forfeited as a result thereof. The pro forma net tangible book value per share after the offering is calculated as follows: Without Over-allotment With Over-allotment Numerator: (1) Net tangible book deficit before this offering. $(469,136) $(469,136) Net proceeds from this offering and sale of the private placement warrants(1) 301,000,000 346,000,000 Plus: Offering costs paid in advance, excluded from tangible book value 484,250 484,250 Less: Deferred underwriting commissions (10,500,000) (12,075,000) Less: Proceeds held in trust subject to redemption(2) (300,000,000) (345,000,000) $(9,484,886) $(11,059,886) Denominator: Class B ordinary shares outstanding prior to this offering 8,625,000 8,625,000 Class B ordinary shares forfeited if over-allotment is not exercised(3) (1,125,000) - Class A ordinary shares included in the units offered 30,000,000 34,500,000 Less: Class A ordinary shares subject to redemption (30,000,000) (34,500,000) 7,500,000 8,625,000 (1)Expenses applied against gross proceeds include offering expenses of $1,000,000 and underwriting commissions of $6,000,000, or $6,900,000 if the underwriter s over-allotment option is exercised (excluding deferred underwriting fees). See "Use of Proceeds." (2)If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of Class A ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See "Proposed Business—Effecting Our Initial Business Combination—Permitted Purchases of Our Securities." (3)Assumes that 1,125,000 founder shares are surrendered to us for no consideration, if the over-allotment is not exercised. 74 Table of Contents Capitalization The following table sets forth our capitalization at September 30, 2021, and as adjusted to give effect to the filing of our amended and restated memorandum and articles of association, the sale of our units in this offering and the sale of the private placement warrants and the application of the estimated net proceeds derived from the sale of such securities, assuming no exercise by the underwriter of its over-allotment option: September 30, 2021 Actual As Adjusted Notes payable and due to related party(1) $ 249,067 $ — Deferred underwriting commissions — 10,500,000 Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized; -0- and 30,000,000 shares are subject to possible redemption, respectively(2) — 300,000,000 Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted — — Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized; -0- shares issued and outstanding (excluding -0- and 30,000,000 shares subject to possible redemption), actual and as adjusted, respectively — — Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 8,625,000 and 7,500,000 shares issued and outstanding, actual and as adjusted, respectively(3) 863 750 Additional paid-in capital 24,137 — Accumulated deficit (9,886 ) (9,485,636 ) Total shareholders equity $ 15,114 $ (9,484,886 ) Total capitalization $ 264,181 301,015,114 (1) Our sponsor has agreed to loan us up to $250,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. The "as adjusted" information gives effect to the repayment of $249,067 loans received from our sponsor out of the proceeds from this offering and the sale of the private placement warrants. (2) Upon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per-share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares. (3)Actual share amount is prior to any forfeiture of founder shares and as adjusted amount assumes no exercise of the underwriter s over-allotment option and forfeiture of an aggregate of 1,125,000 founder shares. 75 Table of Contents Management s Discussion and Analysis of Financial Condition and Results of Operations Overview We are a blank check company incorporated on February 2, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination target in any industry, we intend to focus our search on companies in the travel & leisure, financial services, health & wellness, music & entertainment, media & mobile, and renewable energy/resource efficiency sectors. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. The issuance of additional shares in connection with a business combination to the owners of the target or other investors: may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares; could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants. Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in: default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; our inability to pay dividends on our Class A ordinary shares; using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; 76 Table of Contents limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. As indicated in the accompanying financial statements, at September 30, 2021, we had no cash and deferred offering costs of $484,250. Further, we expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful. Results of Operations and Known Trends or Future Events We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering. Liquidity and Capital Resources Our liquidity needs have been satisfied prior to the completion of this offering through the issuance of the founder shares to our sponsor for expenses paid in aggregate of $25,000 on behalf of the Company and $250,000 in loans from our sponsor. We estimate that the net proceeds from the sale of the units in this offering and the sale of the private placement warrants for an aggregate purchase price of $308,000,000 (or $353,900,000 if the underwriter s over-allotment option is exercised in full), after deducting offering expenses of approximately $1,000,000 and underwriting commissions of $6,000,000 (or $6,900,000 if the underwriter s over-allotment option is exercised in full) (excluding deferred underwriting commissions of $10,500,000, or $12,075,000 if the underwriter s over-allotment option is exercised in full), will be $301,000,000 (or $346,000,000 if the underwriter s over-allotment option is exercised in full). $300,000,000 (or $345,000,000 if the underwriter s over-allotment option is exercised in full) will be held in the trust account, which includes the deferred underwriting commissions described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The remaining approximately $1,000,000 will not be held in the trust account. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (excluding deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay our taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. Prior to the completion of our initial business combination, we will have available to us the approximately 77 Table of Contents $1,000,000 of proceeds held outside the trust account. We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business prior to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. We expect our primary liquidity requirements during that period to include approximately $500,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations; $50,000 for legal and accounting fees related to regulatory reporting requirements; $85,000 for NYSE and other regulatory fees; $75,000 for consulting, travel and miscellaneous expenses incurred during the search for a business combination target; and approximately $50,000 for general working capital that will be used for miscellaneous expenses and reserves. We will also pay our sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative services provided to members of our management team. These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a "no-shop" provision (a provision designed to keep target businesses from "shopping" around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a "no-shop" provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses. Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the funds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only 78 Table of Contents complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. Controls and Procedures We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes- Oxley Act for the fiscal year ending December 31, 2022. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer an emerging growth company would we be required to comply with the independent registered public accounting firm attestation requirement. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement. Prior to the closing of this offering, we have not completed an assessment, nor has our independent registered public accounting firm tested our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as: staffing for financial, accounting and external reporting areas, including segregation of duties; reconciliation of accounts; proper recording of expenses and liabilities in the period to which they relate; evidence of internal review and approval of accounting transactions; documentation of processes, assumptions and conclusions underlying significant estimates; and documentation of accounting policies and procedures. Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting. Once our management s report on internal controls is complete, we will retain our independent registered public accounting firm to audit and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. The independent registered public accounting firm may identify additional issues concerning a target business s internal controls while performing their audit of internal control over financial reporting. Quantitative and Qualitative Disclosures about Market Risk The net proceeds of this offering and the sale of the private placement warrants held in the trust account will be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. 79 Table of Contents Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results As of September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have not conducted any operations to date. JOBS Act The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an "emerging growth company" and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of the independent registered public accounting firm providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of this offering or until we are no longer an "emerging growth company," whichever is earlier. 80 Table of Contents Proposed Business Our Company We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Our company s founder is Sir Richard Branson, a renowned global entrepreneur and founder of the Virgin Group. Virgin is a leading international investment group and one of the world s most recognized and respected brands. Created in 1970 with the birth of Virgin Records, the Virgin Group has gone on to invest in, incubate and grow a number of successful businesses in the private and public markets. Each Virgin branded company brings a fresh, innovative and distinctive consumer proposition, shaking up the status quo to create businesses that lift experiences out of the ordinary. This focus on the consumer, since it is not tied to a specific product or industry, has given the brand the ability to expand into new sectors and new geographies. Virgin has expanded into many sectors since its inception, driven by Sir Richard s ambition to create the world s most irresistible brand. Its investments span across travel & leisure, financial services, health & wellness, technology & internet-enabled, music & entertainment, media & mobile, space, and renewable energy. The Virgin Group has built significant capabilities across these sectors. There are now more than 40 Virgin branded businesses worldwide, and the Virgin Group has also successfully applied its expertise to investments in non-Virgin branded businesses in which it has seen the opportunity to generate attractive financial returns. The Virgin Group s resources, ranging from its experienced investment executives to skilled brand experts, will support the sourcing and evaluation of acquisition targets for our company. We intend to search for targets that operate in consumer-facing industries in the U.S. and Western Europe, with a focus on businesses that provide consumer experiences in the sectors in which Virgin has historically created significant shareholder value. We believe that we will have a unique value proposition for our target due to our ability to apply the Virgin brand to fuel its growth and enhance its financial profile. Virgin s track record of creating shareholder value is demonstrated by the fact that ten Virgin branded businesses have been valued at a billion dollars or more: Virgin Records, Virgin Atlantic, Virgin Australia (formerly ASX: VAH; acquired by Bain Capital and the Virgin Group), Virgin Mobile USA (formerly NYSE: VM; acquired by Sprint Nextel), Virgin Media (formerly NASDAQ / LSE: VMED; acquired by Liberty Global), Virgin Galactic (NYSE: SPCE), Virgin Active, Virgin Money U.K. (LSE: VMUK; acquired by Clydesdale Bank), Virgin Voyages and Virgin America (formerly NASDAQ: VA; acquired by Alaska Air Group). Though a select group of companies within the Virgin portfolio has recently been impacted by the COVID-19 pandemic, the Virgin Group and its partners have made significant investments to provide each of the affected businesses with sufficient resources to continue to operate through the crisis. The Virgin Group is led by a team of experienced investment professionals, based in New York and London, who are responsible for acquiring, investing in and growing the Virgin branded businesses worldwide. They are deeply familiar with evaluating and structuring transactions and understand the types of businesses and situations in which the Virgin brand is best positioned to enhance operating performance. Outside of investments involving the Virgin brand, the same team invests across an array of strategies including venture capital, growth equity, renewable energy, real estate and direct fund investments. Notable non-branded investments made by the Virgin Group that were sourced and evaluated by our executives include Slack, Square, Twitter, Ring, Transferwise and Pinterest, among others. We believe that these investments are a testament to the Virgin Group s access to attractive external investment opportunities and its thorough deal evaluation process. In addition to sourcing, evaluating, and executing transactions, our team has extensive operating experience across a variety of deal situations, including: Incubating businesses from the ground up (as with Virgin America, a U.S. domestic airline, and Virgin Voyages, an international cruise line); 81 Table of Contents Acquiring control stakes in existing businesses (as with Virgin Active, a leading international health club chain, and BMR Energy, a developer and operator of international renewable energy projects); and Re-branding a business in which Virgin has invested a minority equity position (as with Virgin Media, a U.K. telecommunications provider). The Virgin Group s executives therefore have experience working within a variety of structures - relevant given the flexibility required as a SPAC sponsor - and have played active roles in providing portfolio companies with overall strategic direction as well as assistance with value creation initiatives. They are also able to provide access to Virgin s global network to facilitate best practice sharing and cooperation between portfolio businesses. Finally, they have extensive experience in taking companies public, including Virgin Mobile (U.K.), Virgin Mobile U.S.A., Virgin Money U.K., Virgin Australia, Virgin America, AquaVenture Holdings, Virgin Galactic (which merged with a SPAC, Social Capital Hedosophia Holdings, in October 2019), VGAC I, the Virgin Group s inaugural SPAC, and VGAC II, the Virgin Group s second SPAC. The Virgin Group has a dedicated team of brand experts that bring experience and understanding of consumer behavior, brands, and marketing, and will work closely with our executives in evaluating companies during the acquisition process. They work with portfolio company management in bringing the brand to life in their companies across multiple dimensions including brand identity and strategy, customer experience, employee experience, product design, communications, and digital strategy. They are particularly hands-on with businesses that are in the process of rebranding to Virgin in order to realize the benefits that accrue to Virgin branded businesses. Such cases include the rebranding of Clydesdale Bank ("CYBG") to Virgin Money U.K. after CYBG s acquisition of Virgin Money to create the U.K. s sixth largest bank, as well as the rebranding of NTL:Telewest, Britain s largest cable operator at the time, into Virgin Media following a merger with Virgin Mobile (U.K.). Furthermore, Virgin Red, the group-wide loyalty program that launched earlier this year, will allow for customers across the various Virgin business to be further integrated into the Virgin ecosystem. We expect that this capability will be an attractive enhancement to the already compelling Virgin brand proposition. Institutionally the Virgin Group has deep relationships from its long history of partnering with a broad set of well-respected investors. In excess of $8 billion in third-party equity capital has been invested and committed alongside the Virgin Group into Virgin branded businesses by strategic and financial partners over the past decade. Examples of our successful investment partnerships include: Strategics such as Delta Air Lines in Virgin Atlantic, CYBG in Virgin Money U.K., Stagecoach Group in Virgin Trains U.K., and Liberty Global in Virgin Media; Private equity firms such as Bain Capital in Virgin Voyages and Virgin Australia, TPG Capital in Virgin Rail, CVC in Virgin Active, Cyrus Capital in Virgin America and Apax Partners in Virgin Radio; Venture capital firms such as Insight Venture Partners in Virgin Pulse, as well as Andreessen Horowitz, Thrive Capital, GV, Index Ventures and others in investments in non-Virgin branded startups; and Other prominent family offices and sovereign wealth funds such as Mubadala and ADIC among others in Virgin branded businesses such as Virgin Galactic, Virgin Orbit and Virgin Money U.K. This track record demonstrates the Virgin Group s value as a long-term partner and we are confident that our network will provide introductions to proprietary and differentiated investment opportunities. In addition to the group of investors, financial advisers, entrepreneurs, management teams and alumni that the Virgin Group has built through its 50 year track record of value creation, we believe that Sir Richard Branson s public profile, broad personal network and global access put us in a strong position to identify, evaluate and close a transaction that will deliver long-term shareholder value. Our Management Team Sir Richard Branson is the company s founder. He is a global entrepreneur and prominent business leader. Having started Virgin as a mail order record retailer in 1970, Sir Richard founded Virgin Records, which went on to become the biggest independent music label in the world. He then embarked upon a series of entrepreneurial ventures that we 82 Table of Contents know today as the Virgin Group. He maintains a daily blog on virgin.com with more than 41 million followers across five social networks. Sir Richard has found entrepreneurial ways to provoke positive change in the world. He established the non-profit foundation Virgin Unite to tackle challenging social and environmental problems and strives to make business a force for good. Sir Richard was awarded a knighthood in 1999 for services to entrepreneurship. Josh Bayliss will serve as our company s Chief Executive Officer and as a member of our board of directors. Mr. Bayliss is Chief Executive Officer of the Virgin Group and is responsible for the Virgin Group s strategic development, licensing of the brand globally and management of direct investments on behalf of the Virgin Group in various companies around the world. He has been with Virgin since 2005, previously serving as the Virgin Group s General Counsel before taking on the CEO role in 2011. He has had extensive experience as a board director of a large number of companies across the Virgin Group globally, in sectors ranging from aviation & travel, health & wellness, media/mobile, financial services, space and renewable energy. He currently serves on the board of Virgin Red, Virgin s group-wide loyalty program that launched earlier this year. Prior to joining Virgin, he was a senior associate at Slaughter and May, a leading international law firm. Evan Lovell will serve as our company s Chief Financial Officer and as a member of our board of directors. Mr. Lovell is Chief Investment Officer of the Virgin Group and is responsible for managing the Virgin Group s investment team and portfolio in North America. Mr. Lovell serves on the boards of Virgin Hotels, Virgin Voyages, Virgin Galactic, Virgin Orbit, BMR Energy and 23andMe. He served on the board of Virgin America prior to its sale to Alaska Air Group, and on the board of AquaVenture Holdings (NYSE: WAAS). He is a founding partner of the Virgin Green Fund, a private equity fund focused on the renewable energy and resource efficiency sectors. Mr. Lovell is a seasoned private equity investor and operator having invested and participated in global private equity and M&A over the last 20 years. Prior to the Virgin Group, Mr. Lovell was an investment professional at TPG Capital and served on the board of directors of a number of TPG Capital portfolio companies. In February 2020, our management team incorporated VGAC I, a special purpose acquisition company incorporated for the purpose of effecting a business combination. Mr. Bayliss served as Chief Executive Officer and as a director, and Mr. Lovell served as Chief Financial Officer and as a director of VGAC I. VGAC I completed its initial public offering in October 2020, in which it sold 50,855,000 units, each consisting of one VGAC I Class A ordinary share and one-third of one warrant to purchase one VGAC I Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of approximately $509 million. On February 4, 2021, VGAC I announced that it entered into a merger agreement for VGAC I s initial business combination with 23andMe, Inc. ("23andMe"). The transaction closed on June 16, 2021. 23andMe is a provider of direct-to-consumer genetic testing services that provide consumers with personalized ancestry, health and wellness information based on their individual DNA. 23andMe believes that helping people access, understand and benefit from the human genome is critical to transforming the healthcare system and improving the way consumers manage their health. As the only consumer genetic testing company with multiple FDA clearances for over-the-counter health and carrier status reports, 23andMe empowers consumers with information to make better decisions about healthcare, helping them to live healthier lives. The company also offers consumers the option to participate in genetic research. More than 80% of customers have chosen to participate, which has enabled 23andMe to create a premier re-contactable database of genotypic and phenotypic information for genetic research. This database has resulted in thousands of new genetic insights, unlocking future opportunities across health, therapeutics and other areas. 23andMe s dedicated therapeutics group has leveraged this database to generate a broad pipeline of more than 30 novel therapeutic programs, spanning oncology, respiratory, cardiovascular diseases and more. In January 2021, our management team incorporated VGAC II, a special purpose acquisition company incorporated for the purpose of effecting a business combination. Mr. Bayliss serves as Chief Executive Officer and as a director, and Mr. Lovell serves as Chief Financial Officer and as a director of VGAC II. VGAC II completed its initial public offering in March 2021, in which it sold 40,250,000 units, each consisting of one VGAC II Class Ordinary share and one-fifth of one warrant to purchase one VGAC II Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of approximately $402.5 million. VGAC II has neither announced nor completed its initial business combination. Business Strategy 83 Table of Contents We are focused on effecting a business combination with a target that operates in one of the Virgin Group s core sectors: travel & leisure, financial services, health & wellness, technology & internet-enabled, music & entertainment, media & mobile and renewable energy/resource efficiency. We will primarily search for consumer-facing businesses. We are not, however, required to complete our initial business combination with a business in one of these sectors and, as a result, may pursue a business combination outside of these categories if we find an alternative opportunity that we believe will result in an attractive return to investors. We believe that the COVID-19 crisis has caused temporary dislocations in several of our focus sectors, creating a rare opportunity to invest in fundamentally strong target businesses at attractive valuations while providing needed financial and operational resources and access to the public markets. We are equally well-positioned to capitalize on secular trends that have accelerated as a result of the pandemic. Technology and internet-enabled products are now playing an increasingly prominent role in consumers lives and we have a strong network and track record from investing in these business models, both through our venture capital portfolio, as well as through Virgin incubated digital businesses such as Trainline (LSE: TRN), an independent digital rail and coach ticketing platform. Our search process will leverage our management team s and board directors strong network of financial sponsors, advisers, attorneys, management teams, board members and Virgin alumni built over its 50-year history across multiple sectors to access proprietary opportunities at attractive valuations. We will continue to build on the Virgin Group s thematic work and expertise in specific sectors to identify differentiated investment targets. However, we remain open to the significant number of opportunities that we expect will present themselves upon completion of this offering, particularly given our founder s public profile and the positive attention he generates within the business community. A key differentiator for our company versus other sponsors is our ability to apply the Virgin brand to our target in conjunction with a business combination, to the extent possible given existing brand licensing agreements and their associated restrictions. These brand licensing agreements are managed by Virgin Enterprises Limited, a separate company with its own board of directors. It is our experience that the unique Virgin touch, purpose-driven approach, and customer service prowess increases shareholder value in Virgin branded companies. Across sector and stage of growth, we have seen the Virgin brand consistently create tangible commercial value for businesses across six key dimensions: Providing Marketing Efficiency: marketing spend can be up to 10x as efficient at driving consumer consideration for Virgin companies versus peers; Boosting market share: research shows rebranding a business as Virgin can deliver a significant immediate uplift in consumer choice; Attracting & Retaining Talent: Virgin companies can show an employee churn rate more than 20% lower than their industry peers; Commanding a premium: Virgin companies have demonstrated an ability to command a pricing premium versus similar competitors; Scaling fast: Virgin companies build awareness quickly and demonstrate rapid growth potential; and Building loyal communities: brand research shows that the more Virgin companies a customer uses, the higher openness and preference they show for Virgin overall. We believe that a target business s association with the Virgin brand will be even more valuable in the coming years as the next generation of consumer-facing Virgin businesses come into their major growth phases, providing further customer touchpoints to carry the brand forward into the future. Many of our businesses are making significant strides, with some specific examples as follows: Virgin Voyages: Virgin Voyages is introducing a unique experience to the cruise industry with creative programming and modern design. The company has designed four ships, each carrying 2,800 passengers. The company has taken delivery of its first two ships and started sailing its first ship out of Miami in October 2021. The company s second ship is expected to set sail in the first half of 2021. At scale, Virgin Voyages is expected to carry over half a million passengers annually; 84 Table of Contents Virgin Hotels: Virgin Hotels is a boutique lifestyle hotel brand that combines comfort and innovation through heartfelt service, cutting edge technology and outstanding design. The brand currently has five open hotels, in Chicago, Dallas, Nashville, Las Vegas and New Orleans, with a pipeline of more to come; Virgin Galactic: Virgin Galactic is pioneering human spaceflight for private individuals and operates out of Spaceport America, the world s first purpose built commercial spaceport. VSS Unity, Virgin Galactic s spaceship, was the first commercial space vehicle to have put humans in space. The company received FAA approval to fly customers to space in June 2021 and subsequently completed its first fully crewed rocket-powered test flight, which included our founder, Sir Richard Branson, as a crew member. The company s next major milestone will be the launch of commercial operations; and Virgin Orbit: Virgin Orbit is a dedicated small satellite launch provider that leverages its proprietary air-launch system and rocket technology to disrupt the launch services industry. The company recently completed its second successful orbital launch, which deployed seven satellites and marked the initiation of commercial service. Furthermore, the Virgin Group recently launched a new Virgin Group-wide loyalty program following the combination of Virgin Atlantic s loyalty program with Virgin Red, an existing loyalty start-up within the Virgin Group. The combined entity, called Virgin Red, rebranded its currency to Virgin Points and launched publicly in June 2021. Virgin Red currently encompasses approximately 2.6 million members and offers those members the capability to earn and spend Virgin Points across a portfolio of Virgin and third-party companies. The program has ambitious targets and aims to expand the reach of its offering to all parts of the Virgin Group and grow its membership base significantly. By September 2021, the program was offering around 140 ways of earnings points and 70 ways of spending points. Any company that we effect a business combination with will be eligible to participate in this loyalty program. We believe that this opportunity will be compelling to businesses that we speak to during our search and will further enhance our ability to successfully close a business combination with an attractive target. We look forward to building value in our target using our brand marketing expertise and by leveraging best practices from around the Virgin Group. We also intend to utilize the extensive experience of our company s management team and board of directors in leading businesses through a variety of macroeconomic conditions. They will provide financial, operational and marketing experience, enabling rapid growth either organically, through acquisitions, or brand-led turnarounds. In addition, they will help drive operational improvements and strategic initiatives in our target business. Business Combination Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and guidelines. We will seek to pursue targets that we believe: will perform well in the public markets over the long term and offer attractive returns to shareholders; would uniquely benefit from an association with a trusted name like Virgin through brand enhancement and improved operational performance; can be sourced through our extensive proprietary networks so as to avoid broadly marketed processes; generate stable free cashflows or that have a clear near-term path to produce healthy free cashflows; have the ability to provide a strong consumer experience that is meaningfully differentiated from competitors; 85 Table of Contents have a strong and experienced management team that we can work alongside and augment as the company scales; and are prepared from a management, corporate governance, and reporting perspective to become a publicly traded company and can benefit from the access to the broader capital markets that this will provide. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines, as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us. Initial Business Combination The rules of the NYSE require and our amended and restated memorandum and articles of association provide that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting commission held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination upon standards generally accepted by the financial community. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Sourcing of Potential Business Combination Targets We believe our management team s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial business combination targets. Over the course of their 86 Table of Contents careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. This network has provided our management team with a flow of referrals that has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our management team will provide us important sources of investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination because our sponsor, officers or directors may have to determine whether to present business combination opportunities to us or to any other blank check company with which they may become involved. In particular, affiliates of our sponsor are currently sponsoring the blank check companies, VGAC I and VGAC II. Further, Mr. Bayliss, our Chief Executive Officer, and Mr. Lovell, our Chief Financial Officer, serve as the Chief Executive Officer and Chief Financial Officer, respectively, for VGAC II until the consummation of their business combinations. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination, because (i) our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, (ii) at least two of the five directors of VGAC II will not be on our board and (iii) we believe the different composition of our leadership will mitigate any potential conflicts of interest with respect to VGAC II. Prior to the date of this prospectus, we filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current 87 Table of Contents intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Status as a Public Company We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their stock, shares or other equity interests in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses, market and other uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with a business combination with us. Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter s ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company s profile among potential new customers and vendors and aid in attracting talented employees. While we believe that our structure and our management team s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively. We are an "emerging growth company," as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. Additionally, we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not exceed $700 million as of the prior June 30. Financial Position With funds available for a business combination initially in the amount of $290,500,000 (assuming no redemptions), after payment of $10,500,000 of deferred underwriting fees (or $333,925,000 (assuming no redemptions) after payment of $12,075,000 of deferred underwriting fees if the underwriter s over-allotment option is exercised in full), we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us. 88 Table of Contents Effecting Our Initial Business Combination General We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination target in any industry, we intend to focus our search on companies in the travel & leisure, financial services, health & wellness, music & entertainment, media & mobile and renewable energy/resource efficiency sectors. Accordingly, there is no current basis for investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business. We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsors, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. Sources of Target Businesses We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also 89 Table of Contents introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder s fee, consulting fee or other compensation to be determined in an arm s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of a finder s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). In addition, commencing on the date of this prospectus, we will pay our sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. Any such payments prior to our initial business combination will be made from funds held outside the trust account. Other than the foregoing, there will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors, or from completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm, that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Evaluation of a Target Business and Structuring of Our Initial Business Combination In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination. Lack of Business Diversification For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may: 90 Table of Contents subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and cause us to depend on the marketing and sale of a single product or limited number of products or services. Limited Ability to Evaluate the Target s Management Team Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination. Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. Shareholders May Not Have the Ability to Approve Our Initial Business Combination We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for business or other reasons. Under NYSE s listing rules, shareholder approval would be required for our initial business combination if, for example: We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then outstanding (other than in a public offering); Any of our directors, officers or substantial shareholders (as defined by NYSE rules) has a 5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or The issuance or potential issuance of ordinary shares will result in our undergoing a change of control. Permitted Purchases of Our Securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NYSE rules. However, they have no 91 Table of Contents current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. The purpose of any such purchases of shares could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Our sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our initial shareholders, officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor, officers, directors, advisors or any of their affiliates will select which shareholders to purchase shares from based on a negotiated price and number of shares and any other factors that they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. Our sponsor, officers, directors and/or their affiliates will not make purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination. 92 Table of Contents Limitations on Redemptions Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Manner of Conducting Redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with NYSE s shareholder approval rules. The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NYSE. Such provisions may be amended if approved by holders of 65% of our ordinary shares entitled to vote thereon, so long as we offer redemption in connection with such amendment. If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. A quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares, private placement shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no 93 Table of Contents effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders founder shares, we would need 11,250,001, or 37.5%, of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to, at the holder s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares. Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the 94 Table of Contents issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on Redemption Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Delivering Share Certificates in Connection with the Exercise of Redemption Rights As described above, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to, at the holder s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares. There is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to submit or tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date 95 Table of Contents not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination. If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares. If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 24 months from the closing of this offering. Redemption of Public Shares and Liquidation if No Initial Business Combination Our amended and restated memorandum and articles of association provide that we will have only 24 months from the closing of this offering to complete our initial business combination. If we have not completed our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our sponsor or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period. Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1,000,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay income taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses. 96 Table of Contents If we were to expend all of the net proceeds of this offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.00. The funds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors claims. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party s engagement would be in the best interests of the company under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. WithumSmith+Brown, PC, our independent registered public accounting firm, and the underwriter of this offering will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than WithumSmith+Brown, PC, our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. In the event that the funds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly, we 97 Table of Contents cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share. We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $1,000,000 from the proceeds of this offering with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the funds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder s voting in connection with the business combination alone will not result in a shareholder s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. Comparison of Redemption or Purchase Prices in Connection with Our Initial Business Combination and if We Fail to Complete Our Initial Business Combination. The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and if we have not completed our initial business combination within 24 months from the closing of this offering. 98 Table of Contents Redemptions in Connection with our Initial Business Combination Other Permitted Purchases of Public Shares by our Affiliates Redemptions if we fail to Complete an Initial Business Combination Calculation of redemption price Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going- private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. If we have not completed our initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest income to pay dissolution expenses) divided by the number of then outstanding public shares. Impact to remaining shareholder The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our taxes (to If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only 99 Table of Contents Redemptions in Connection with our Initial Business Combination Other Permitted Purchases of Public Shares by our Affiliates Redemptions if we fail to Complete an Initial Business Combination the extent not paid from amounts accrued as interest on the funds held in the trust account). remaining shareholders after such redemptions. Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419 The following table compares the terms of this offering to the terms of an offering by a blank check company subject to the provisions of Rule 419. This comparison assumes that the gross proceeds, underwriting commissions and underwriting expenses of our offering would be identical to those of an offering undertaken by a company subject to Rule 419, and that the underwriter will not exercise its over-allotment option. None of the provisions of Rule 419 apply to our offering. Terms of Our Offering Terms Under a Rule 419 Offering Escrow of offering proceeds $300,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. Approximately $255,150,000 of the offering proceeds, representing the gross proceeds of this offering, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. Investment of net proceeds $300,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. Receipt of interest on escrowed funds Interest on proceeds from the trust account to be paid to shareholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. 100 Table of Contents Terms of Our Offering Terms Under a Rule 419 Offering Limitation on fair value or net assets of target business We must complete one or more business combinations having an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. Trading of securities issued The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or the immediately following business day if such 52nd day is not a business day) unless Credit Suisse informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. Exercise of the warrants The warrants cannot be exercised until 30 days after the completion of our initial business combination. The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. Election to remain an investor We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per-share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more 101 Table of Contents Terms of Our Offering Terms Under a Rule 419 Offering combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations and on the conditions described herein. We may not be required by law to hold a shareholder vote. If we are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. than 45 business days from the effective date of a post-effective amendment to the company s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. Business combination deadline If we have not completed an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, If an acquisition has not been completed within 18 months after the effective date of the company s registration statement, funds held in the trust or escrow account are returned to investors. 102 Table of Contents Terms of Our Offering Terms Under a Rule 419 Offering redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Release of funds Except for the withdrawal of interest to pay our taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we have not completed our initial business combination within 24 months from the closing of this offering, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. 103 Table of Contents Terms of Our Offering Terms Under a Rule 419 Offering rights or pre-initial business combination activity. Delivering share certificates in connection with the exercise of redemption rights We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to, at the holder s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. Many blank check companies provide that a shareholder can vote against a proposed business combination and check a box on the proxy card indicating that such shareholder is seeking to exercise its redemption rights. After the business combination is approved, the company would contact such shareholder to arrange for delivery of its share certificates to verify ownership. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender Many blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held 104 Table of Contents Terms of Our Offering Terms Under a Rule 419 Offering offering if we hold a shareholder vote offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares without our prior consent. However, we would not restrict our shareholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. by such shareholders in connection with an initial business combination. Competition In identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination. Facilities We currently utilize office space at 65 Bleecker Street, 6th Floor, New York, NY 10012 and at 179 Harrow Road, London, W2 6NB, U.K. from our sponsor and the members of our management team as our executive offices. We consider our current office space adequate for our current operations. Employees We currently have three officers: Josh Bayliss, Evan Lovell and Rayhan Arif. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination. Periodic Reporting and Financial Information We will register our units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants. 105 Table of Contents We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material. We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes- Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. Prior to the date of this prospectus, we filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our 106 Table of Contents Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. Legal Proceedings There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such. 107 Table of Contents Management Officers and Directors Our officers and directors are as follows: Name Age Position Josh Bayliss 48 Chief Executive Officer and Director Evan Lovell 52 Chief Financial Officer and Director Rayhan Arif 34 Chief Operating Officer Latif Peracha 40 Director Nina Richardson 63 Director Kara Nortman 45 Director Josh Bayliss, Chief Executive Officer and Director Josh Bayliss has been a member of our Board of Directors and has served as our Chief Executive Officer since our inception in February, 2021. Mr. Bayliss currently is a member of the board of directors and the Chief Executive Officer of VGAC II. Since 2011, Mr. Bayliss has served as the Chief Executive Officer of the Virgin Group and has been responsible for the Virgin Group s strategic development, licensing of the brand globally, and management of direct investments on behalf of the Virgin Group in various branded and unbranded companies around the world. From 2005 to 2011, Mr. Bayliss served as General Counsel of the Virgin Group. Prior to joining Virgin, Mr. Bayliss was a senior associate at Slaughter and May, a leading international law firm. Mr. Bayliss has extensive experience as a director of a large number of companies across the Virgin Group globally, and currently serves as a director of Virgin Red (2018 – present), Virgin s group-wide loyalty program. Mr. Bayliss holds a Bachelor of Laws and Bachelor of Arts from the University of Auckland, New Zealand. We believe Mr. Bayliss s extensive leadership experience, broad network of senior business executives, and deep understanding of the Virgin brand make him a valuable addition to our management team and board of directors. Evan Lovell, Chief Financial Officer and Director Evan Lovell has been a member of our Board of Directors and has served as our Chief Financial Officer since our inception in February, 2021. Mr. Lovell currently is a member of the board of directors and the Chief Financial Officer of VGAC II. Since 2012, Mr. Lovell has served as the Chief Investment Officer of the Virgin Group, where he has been responsible for managing the Virgin Group s portfolio and investments in North America. From 2008 to 2012, Mr. Lovell was the Founding Partner of Virgin Green Fund, a private equity fund investing in the renewable energy and resource efficiency sectors. From 1998 to 2008, Mr. Lovell served as an investment professional at TPG Capital, where he also served on the board of directors of a number of TPG portfolio companies. Mr. Lovell currently serves on the boards of several companies including Virgin Hotels (2012 – present), Virgin Voyages (2014 – present), BMR Energy (2016 – present), Virgin Galactic (2017 – present), Virgin Orbit (2017 – present) and 23andMe (2021 – present). Mr. Lovell previously served on the board of Virgin America (NASDAQ: VA) from 2013 until its acquisition by Alaska Air in 2016. Mr. Lovell holds a Bachelor s Degree from the University of Vermont. We believe Mr. Lovell s broad experience directing Virgin s investments and management expertise from serving on boards of both public and private companies make him a valuable addition to our management team and board of directors. Rayhan Arif, Chief Operating Officer Rayhan Arif has served as our Chief Operating Officer since our inception. Mr. Arif currently is the Chief Operating Officer of VGAC II. Mr. Arif is an Investment Director at the Virgin Group, where he has worked since 2017. He is responsible for investing the Virgin Group s capital across a range of opportunities and supporting the strategic development of Virgin s portfolio companies in the Americas. Mr. Arif currently serves on the boards of Virgin Mobile Latin America and BMR Energy. From 2013 to 2015, Mr. Arif served as an investment professional at AEA Investors, a global private equity firm focused on leveraged buyouts and growth capital investments. From 2012 to 2013, Mr. Arif worked on the strategy team of Zipcar, a leading car-sharing network. Prior thereto, Mr. Arif was a management consultant at Bain & Company. Mr. Arif received a B.A. in Economics from Harvard College and an M.B.A from Columbia Business School. We believe that Mr. Arif s investment and operational experience make him a valuable addition to our management team. 108 Table of Contents Latif Peracha, Director Latif Peracha will serve as a director upon the completion of this offering. Mr. Peracha is a General Partner at M13 Ventures, a venture capital firm focused on early-stage consumer technology companies. He currently serves as a director on the boards of Feelmore Labs, Rho Technologies, Nori and VGAC II. Prior to joining M13 in 2019, Mr. Peracha was a Managing Director at the Virgin Group, where he was responsible for both supporting the Virgin Group s portfolio as well as direct venture investments in the Americas. Mr. Peracha joined Virgin in 2011 and during his tenure he was a board observer at Ring, Virgin Galactic, Virgin Orbit and Virgin Hotels and served on the boards of Virgin Mobile Latin America and The Hard Rock Hotel Las Vegas. Before Virgin, Mr. Peracha worked at IAC where he focused on corporate and business development for Ticketmaster, their biggest operating company at the time. Mr. Peracha holds an M.B.A. from Columbia Business School and a B.B.A. from the University of Michigan. We believe that Mr. Peracha s experience in investing in technology businesses and his extensive networks in the sector will enhance our ability to source and evaluate potential investment opportunities. Additionally, we believe that Mr. Peracha s experience on the boards of a number of private companies makes him well qualified to serve as a member of our board of directors. Nina Richardson, Director Nina Richardson will serve as a director upon the completion of this offering. Ms. Richardson served as Chief Operating Officer of GoPro, a leader in action cameras and software solutions, from February 2013 to February 2015, and is a Managing Director of Three Rivers Energy, Inc, an energy services company which she co-founded, since 2004. Previously, Ms. Richardson was Vice President/General Manager at Flextronics, a global electronics manufacturing and supply chain firm. Ms. Richardson currently serves on the board of directors of Silicon Labs, Inc. (NASDAQ: SLAB), Resideo (NYSE: REZI), Cohu, Inc. (NASDAQ: COHU), and Eargo, Inc. (NASDAQ: EAR), and previously served on the board of directors of Zayo group Holdings from November 2015 to November 2018, CallidusCloud from February 2017 to April 2018, and Silicon Graphics International from January 2016 to November 2016. She also serves on the boards of several private companies, including Tonal, Willow, Mythic, ExploraMed V and Exploramed NC8. Ms. Richardson holds a B.S. degree in Industrial Engineering from Purdue University and an Executive MBA from Pepperdine University. We believe that Ms. Richardson will be a valuable member of our board of directors because her product and operational expertise and her experience preparing a company to be public will support our review of potential investment opportunities. Additionally, we believe that Ms. Richardson s experience on the boards of a number of public and private companies makes her well qualified to serve as a member of our board of directors. Kara Nortman, Director Kara Nortman will serve as a director upon completion of this offering. Ms. Nortman has been a Partner at Upfront Ventures, the largest venture capital firm based in Los Angeles, since 2014 and was named a Managing Partner in 2020. She currently serves on the board of directors of Parachute Home, Open Raven, Stem, Skylar, Britive, Strive, Writer, Time by Ping, Territory, Los Angeles-based professional soccer team Angel City and previously served on the board of directors of Fleetsmith. From 2013 to 2014 Kara was co-founder and CEO of the children's e-commerce company Moonfrye. From 2006 to 2013, Ms. Nortman served in various roles at IAC (NASDAQ: IAC), including Co-Head of Mergers & Acquisitions; acting as Senior VP of its subsidiaries, Citysearch and Urbanspoon; and incubating Tinder. Prior to joining IAC, Ms. Nortman was a Senior Associate at Battery Ventures, a venture capital firm. Ms. Nortman started her career as an analyst at Morgan Stanley. Ms. Nortman received an A.B. in Politics from Princeton University and an M.B.A. from the Stanford Graduate School of Business. Ms. Nortman is a founding member of All Raise, a VC-led group dedicated to increased diversity in funders and founders. We believe that Ms. Nortman s experience in investing in consumer and technology businesses and her extensive networks in those sectors will enhance our ability to source and evaluate potential investment opportunities. Additionally, we believe that Ms. Nortman s experience serving on the boards of a number of private companies make her well qualified to serve as a member of our board of directors. Number and Terms of Office of Officers and Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of five members and be divided into three classes with only one class of directors 109 Table of Contents being appointed in each year, and with each class (except for those directors appointed prior to our first general meeting) serving a three-year term. In accordance with NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on the NYSE. The term of office of the first class of directors, consisting of Latif Peracha will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Nina Richardson and Kara Nortman, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Josh Bayliss and Evan Lovell, will expire at the third annual general meeting. Only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to appoint directors may be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Director Independence The rules of the NYSE require that a majority of our board of directors be independent within one year of our initial public offering. An "independent director" is defined generally as a person who, in the opinion of the company s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder, stockholder or officer of an organization that has a relationship with the company). Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have three "independent directors" as defined in the NYSE rules and applicable SEC rules prior to completion of this offering. Our board of directors has determined that Latif Peracha, Nina Richardson and Kara Nortman are "independent directors" as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. In addition, our sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder s and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. 110 Table of Contents We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will have three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Both our audit committee and our compensation committee will be composed solely of independent directors. Subject to phase-in rules, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of NYSE require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our board and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering. Audit Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. Latif Peracha, Nina Richardson and Kara Nortman will serve as the members and Latif Peracha will serve as chair of the audit committee. Mr. Peracha, Ms. Richardson and Ms. Nortman are independent of and unaffiliated with our sponsor and our underwriter. Under the NYSE listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Latif Peracha, Nina Richardson and Kara Nortman are financially literate and our board of directors has determined that Mr. Peracha qualifies as an "audit committee financial expert" as defined in applicable SEC rules and has accounting or related financial management expertise. We have adopted an audit committee charter, which will detail the principal functions of the audit committee, including: assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the registered public accounting firm have with us in order to evaluate their continued independence; setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; 111 Table of Contents meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under "Management s Discussion and Analysis of Financial Condition and Results of Operations"; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors. Latif Peracha, Nina Richardson and Kara Nortman will serve as the members and Kara Nortman will serve as chair of the compensation committee. Under the NYSE listing standards, all the directors on the compensation committee must be independent. We have adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including: reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer s compensation, evaluating our chief executive officer s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer s based on such evaluation; reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; reviewing our executive compensation policies and plans; implementing and administering our incentive compensation equity-based remuneration plans; assisting management in complying with our proxy statement and annual report disclosure requirements; approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; producing a report on executive compensation to be included in our annual proxy statement; and reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, as indicated above, other than the payment to an affiliate of our sponsor of up to $10,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation 112 Table of Contents committee will consider the independence of each such adviser, including the factors required by NYSE and the SEC. Nominating and Corporate Governance Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance will be Latif Peracha, Nina Richardson and Kara Nortman. Nina Richardson will serve as chair of the nominating and corporate governance committee. Under the NYSE listing standards, all the directors on the nominating and corporate governance committee must be independent. We have adopted a nominating and corporate governance committee charter, which will detail the purpose and responsibilities of the nominating and corporate governance committee, including: identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors; developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm s fees and other retention terms. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. Compensation Committee Interlocks and Insider Participation None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors. Code of Business Conduct and Ethics Prior to the consummation of this offering, we adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Business Conduct and Ethics as an exhibit to the registration statement of which this prospectus is a part. You will be able to review this document by accessing our public filings at the SEC s web site at www.sec.gov. In addition, a copy of the Code of Business Conduct and Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. See the section of this prospectus entitled "Where You Can Find Additional Information." If we make any amendments to our Code of Business Conduct and Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or NYSE rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Form S-1 or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. 113 Table of Contents Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: (i)duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (ii)duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii)directors should not improperly fetter the exercise of future discretion; (iv)duty to exercise powers fairly as between different sections of shareholders; (v)duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and (vi)duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then- current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Below is a table summarizing the Virgin Group-related and other entities to which our officers and directors currently have fiduciary duties or contractual obligations: Individual Entity/Organization Entity s Business Affiliation Josh Bayliss Virgin Group Investment Firm Chief Executive Officer Virgin Group Holdings Limited Investment Firm Director Corvina Holdings Limited Investment Firm Director Virgin Investments Limited Investment Firm Director Virgin Entertainment Holdings, Inc. Investment Firm Director Virgin Red Limited Loyalty/Rewards Director VGAC II Special Acquisition Company Chief Executive Officer Evan Lovell Virgin Group Investment Firm Chief Investment Officer Virgin Galactic Holdings, Inc. Space Director 114 Table of Contents Individual Entity/Organization Entity s Business Affiliation VO Holdings, Inc. Space Director Virgin Hotels, LLC Hospitality Director Virgin Cruises Limited Travel Director BMR Energy Ltd. Energy Director BMR Energy LLC Energy Director 23andMe Holdings Co. Biotechnology Director VGAC II Special Acquisition Company Chief Financial Officer Rayhan Arif BMR Energy LLC Energy Director Virgin Mobile LATAM Wireless Communications Director VGAC II Special Acquisition Company Chief Operating Officer Latif Peracha M13 Venture Capital General Partner Feelmore Labs Health & Wellness Director Rho Technologies Financial Technology Director Nori Technology Director VGAC II Special Acquisition Company Director Nina Richardson Silicon Labs, Inc. Semiconductors Director Resideo Consumer Technology Director Cohu, Inc. Semiconductors Director Eargo, Inc. Hearing Aids Director Kara Nortman Upfront Ventures Venture Capital Managing Partner Parachute Home Bedding Director Open Raven Data Security Director Stem Music Distribution Director Skylar Fragrance Director Britive Security Solutions Director Strive Talent Training Director Writer Copyediting Director Time by Ping Legal Technology Director Territory Food Services Director Angel City Soccer Director Potential investors should also be aware of the following other potential conflicts of interest: Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our initial shareholders purchased founder shares prior to the date of this prospectus and will purchase private placement warrants in a transaction that will close simultaneously with the closing of this offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to 115 Table of Contents their founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking which is a member of FINRA or a valuation or appraisal firm, that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, in no event will our sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by the company any finder s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination. Further, commencing on the date our securities are first listed on the NYSE, we will also pay our sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative services provided to members of our management team. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Our board of directors will review any potential conflicts of interest on a case-by-case basis. In particular, affiliates of our sponsor are currently sponsoring the blank check companies, VGAC I and VGAC II. Further, Mr. Bayliss, our Chief Executive Officer, and Mr. Lovell, our Chief Financial Officer, serve as the Chief Executive Officer and Chief Financial Officer, respectively, for VGAC II until the consummation of their business combinations. We do not believe that any potential conflicts with VGAC II would materially affect our ability to complete our initial business combination, because (i) our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, (ii) two of the four directors of VGAC II will not be on our board and (ii) we believe the different composition of our leadership will mitigate any potential conflicts of interest with respect to VGAC II. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering in favor of our initial business combination. 116 Table of Contents Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors and officers liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. We also intend to enter into indemnity agreements with them. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. 117 Table of Contents Principal Shareholders The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of our Class A ordinary shares included in the units offered by this prospectus, and assuming no purchase of units in this offering, by: each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; each of our officers and directors; and all our officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this prospectus. On February 23, 2021, we issued to our sponsor an aggregate of 14,375,000 founder shares for expenses paid in aggregate of $25,000 on behalf of the Company, or $0.002 per share. In July 2021, the sponsor forfeited 5,750,000 founder shares, resulting in our sponsor holding 8,625,000 founder shares. Prior to this offering, our sponsor intends to transfer 30,000 of our founder shares to each of our three independent directors. These 90,000 shares will not be subject to forfeiture in the event the underwriter s over-allotment option is not exercised. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 34,500,000 units if the underwriter s over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 1,125,000 of the founder shares may be surrendered by our sponsor for no consideration depending on the extent to which the underwriter s over-allotment is exercised. The post-offering percentages in the following table assume that the underwriter does not exercise its over-allotment option, that 1,125,000 founder shares have been surrendered to us for no consideration, and that there are 37,500,000 ordinary shares issued and outstanding after this offering. Numbering of Shares Beneficially Owned(2) Approximate Percentage of Outstanding Ordinary Shares Before Offering After Offering Before Offering After Offering Virgin Group Acquisition Sponsor III LLC (3) 8,535,000(4) 7,410,000 98.96% 19.76% Josh Bayliss — — — — Evan Lovell — — — — Rayhan Arif — — — — Latif Peracha 30,000 30,000 * * Nina Richardson 30,000 30,000 * * Kara Nortman 30,000 30,000 * * All officers and directors as a group (6 individuals) 90,000 90,000 * * *Less than one percent. (1)Unless otherwise noted, the business address of each of the following is 65 Bleecker Street, 6th Floor, New York, NY 10012. (2)Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment, as described in the section entitled "Description of Securities." 118 Table of Contents (3)Virgin Group Acquisition Sponsor III LLC our sponsor, is the record holder of such shares. Corvina Holdings Limited, a British Virgin Islands exempted company, is the sole managing member and manager of our sponsor, and is wholly owned by Virgin Group Holdings Limited (Virgin Group Holdings). Virgin Group Holdings is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings and, as such, may indirectly control the decisions of Virgin Group Holdings, regarding the voting and disposition of securities held by Virgin Group Holdings. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Virgin Group Acquisition Sponsor III LLC. The address of Virgin Group Holdings Limited is Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands and the address of Corvina Holdings Limited is Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands. (4)Includes up to 1,125,000 founder shares that may be surrendered for no consideration depending on the extent to which the underwriter s over-allotment option is exercised. Immediately after this offering, our initial shareholders will beneficially own 20.0% of the then issued and outstanding ordinary shares (assuming they do not purchase any units in this offering). Only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination. Holders of our public shares will not have the right to appoint any directors to our board of directors prior to our initial business combination. Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions including our initial business combination. Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 5,333,333 private placement warrants (or 5,933,333 warrants if the underwriter s over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, or $8,000,000 in the aggregate (or $8,900,000 if the underwriter s over-allotment option is exercised in full), in a private placement that will occur simultaneously with the closing of this offering. The private placement warrants will be identical to the warrants sold in this offering except that the private placement warrants (i) will not be redeemable by us, (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The private placement warrants may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $300.0 million (or $345.0 million if the underwriter exercises its over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants are subject to the transfer restrictions described below. Virgin Group Acquisition Sponsor III LLC, our sponsor, and our officers and directors are deemed to be our "promoters" as such term is defined under the federal securities laws. Transfers of Founder Shares and Private Placement Warrants The founder shares, private placement warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the agreement entered into by our sponsor and management team. Those lock-up provisions provide that such securities are not transferable or salable (i) in the case of the founder shares, until the earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property and (ii) in the case of the private placement warrants (and any Class A ordinary shares issuable upon conversion or exercise thereof, until 30 days after the completion of our initial business combination) except in each case (a) to our officers or directors, any affiliate or family member of any of our officers or directors, any affiliate of our sponsor or to any member of the sponsor or any of their affiliates, (b) in the case of an individual, as a gift to such person s immediate family or to a trust, the beneficiary of which is a member of such person s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by 119 Table of Contents virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or our sponsor s limited liability company agreement upon dissolution of our sponsor, (g) in the event of our liquidation prior to our consummation of our initial business combination; or (h) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements. Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of this offering, (ii) private placement warrants, which will be issued in a private placement simultaneously with the closing of this offering and the Class A ordinary shares underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of our securities held by them pursuant to a registration rights agreement. Pursuant to the registration rights agreement and assuming the underwriter exercise its over-allotment option in full and $1.5 million of working capital loans are converted into private placement warrants, we will be obligated to register up to 15,558,333 Class A ordinary shares and 6,933,333 warrants. The number of Class A ordinary shares includes (i) 8,625,000 Class A ordinary shares to be issued upon conversion of the founder shares, (ii) 5,933,333 Class A ordinary shares underlying the private placement warrants and (iii) 1,000,000 Class A ordinary shares underlying the private placement warrants issued upon conversion of working capital loans. The number of warrants includes 5,933,333 private placement warrants and 1,000,000 private placement warrants issued upon conversion of the working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements. 120 Table of Contents Certain Relationships and Related Party Transactions On February 23, 2021, we issued to our sponsor an aggregate of 14,375,000 founder shares for expenses paid in aggregate of $25,000 on behalf of the Company, or approximately $0.002 per share. In July 2021, the sponsor forfeited 5,750,000 founder shares, resulting in our sponsor holding 8,625,000 founder shares. Prior to this offering, our sponsor intends to transfer 30,000 of our founder shares to each of our three independent directors. These 90,000 shares will not be subject to forfeiture in the event the underwriter s over-allotment option is not exercised. Up to 1,125,000 of the founder shares may be surrendered by our sponsor for no consideration depending on the extent to which the underwriter s over-allotment is exercised. Our sponsor has committed to, pursuant to a written agreement, to purchase an aggregate of 5,333,333 private placement warrants (or 5,933,333 warrants if the underwriter s over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, or $8,000,000 in the aggregate (or $8,900,000 if the underwriter s over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The private placement warrants will be identical to the warrants sold in this offering except that the private placement warrants (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The private placement warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder. We currently utilize office space at 65 Bleecker Street, 6th Floor, New York, NY 10012 and at 179 Harrow Road, London, W2 6NB, U.K. from our sponsor as our executive offices. Commencing on the date of this prospectus, we will pay our sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including finder s and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates. Prior to the closing of this offering, our sponsor may loan us funds to be used for a portion of the expenses of this offering. These loans would be non-interest bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of this offering. In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using funds held outside the trust account. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to 121 Table of Contents our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. We have entered into a registration rights agreement with respect to the founder shares and private placement warrants, which is described under the heading "Principal Shareholders—Registration Rights." Policy for Approval of Related Party Transactions The audit committee of our board of directors will adopt a policy setting forth the policies and procedures for its review and approval or ratification of "related party transactions." A "related party transaction" is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a "related party" had, has or will have a direct or indirect material interest. "Related parties" under this policy will include: (i) our directors, nominees for director or officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a "related person" pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm s-length dealings with an unrelated third party, (ii) the extent of the related party s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) the effect that the transaction may have on a director s status as an independent member of the board and on his or her eligibility to serve on the board s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. 122 Table of Contents Description of Securities We are a Cayman Islands exempted company (company number 371066) and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association which will be adopted upon the consummation of this offering, we will be authorized to issue 220,000,000 ordinary shares, $0.0001 par value each, including 200,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares, as well as 1,000,000 preferred shares, $0.0001 par value each. The following description summarizes certain terms of our shares as set out more particularly in our amended and restated memorandum and articles of association. Because it is only a summary, it may not contain all the information that is important to you. Units Public Units Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fifth of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the Company s Class A ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder holds one-fifth of one warrant to purchase a Class A ordinary share, such warrant will not be exercisable. If a warrant holder holds five-fifths of one warrant, such whole warrant will be exercisable for one Class A ordinary share at a price of $11.50 per share. The Class A ordinary shares and warrants comprising the units are expected to begin separate trading on the 52nd day following the date of this prospectus (or the immediately following business day if such 52nd day is not a business day) unless Credit Suisse informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file a Current Report on Form 8-K which includes this audited balance sheet upon the completion of this offering, which is anticipated to take place three business days after the date of this prospectus. If the underwriter s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter s over-allotment option. Ordinary Shares Prior to the date of this prospectus, there were 8,625,000 Class B ordinary shares outstanding, all of which were held of record by our initial shareholders, so that our initial shareholders will own 20% of our issued and outstanding shares after this offering (assuming our initial shareholders do not purchase any units in this offering). Up to 1,125,000 of the founder shares may be surrendered by our sponsor for no consideration depending on the extent to which the underwriter s over-allotment is exercised. Upon the closing of this offering, 37,500,000 of our ordinary shares will be outstanding (assuming no exercise of the underwriter s over-allotment option and the corresponding surrender for no consideration of 1,125,000 founder shares) including: 30,000,000 Class A ordinary shares underlying units issued as part of this offering; and 7,500,000 Class B ordinary shares held by our initial shareholders. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law. Unless specified in our amended and restated memorandum and articles of association, or as required by applicable provisions of the 123 Table of Contents Companies Act or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and pursuant to our amended and restated memorandum and articles of association; such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. However, only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination, meaning that holders of Class A ordinary shares will not have the right to appoint any directors until after the completion of our initial business combination. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Because our amended and restated memorandum and articles of association authorize the issuance of up to 200,000,000 Class A ordinary shares, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder approval in connection with our initial business combination. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on the NYSE. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings or appoint directors. We may not hold an annual general meeting to appoint new directors prior to the consummation of our initial business combination. We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Unlike many special purpose acquisition companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a shareholder vote is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated memorandum and articles of association require these tender offer documents to contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under the SEC s proxy rules. If, however, a shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other reasons, we will, like many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. However, the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described in this prospectus), if any, could result in the approval of our initial business combination even if a majority of our public shareholders vote, or indicate their intention to vote, against such initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have 124 Table of Contents no effect on the approval of our initial business combination once a quorum is obtained. Our amended and restated memorandum and articles of association require that at least five days notice will be given of any general meeting. If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares without our prior consent. However, we would not be restricting our shareholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our shareholders inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at a loss. If we seek shareholder approval in connection with our initial business combination, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 11,250,001, or 37.5%, of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. Pursuant to our amended and restated memorandum and articles of association, if we have not completed our initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our sponsor or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per-share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations and on the conditions described herein. 125 Table of Contents Founder Shares The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in this offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration rights; (iii) Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination, (B) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, (C) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such time period and (D) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination, (iv) the founder shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described herein and in our amended and restated memorandum and articles of association, and (v) only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination. The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. With certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Up to 1,875,000 founder shares may be surrendered to us for no consideration depending on the exercise of the over-allotment option. Register of Members Under Cayman Islands law, we must keep a register of members and there will be entered therein: 126 Table of Contents the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the voting rights of shares of each member; whether voting rights are attached to the share in issue; the date on which the name of any person was entered on the register as a member; and the date on which any person ceased to be a member. Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of this public offering, the register of members will be immediately updated to reflect the issue of shares by us. Once our register of members has been updated, the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect of our ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court. Preferred Shares Our amended and restated memorandum and articles of association authorize 1,000,000 preferred shares and provide that preferred shares may be issued from time to time in one or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of our board of directors to issue preferred shares without shareholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preferred shares outstanding at the date hereof. Although we do not currently intend to issue any preferred shares, we cannot assure you that we will not do so in the future. No preferred shares are being issued or registered in this offering. Warrants Public Shareholders Warrants Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the date that is 30 days after the completion of our initial business combination, provided, in each case, that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. We will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is 127 Table of Contents current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. We have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for this offering or a new registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. We will use our commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a "covered security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied the excess of the "fair market value" less the exercise price of the warrants by (y) the fair market value. The "fair market value" shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of Public Warrants Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon not less than 30 days prior written notice of redemption (the "30-day redemption period") to each warrant holder; and if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders (which we refer to as the "Reference Value") equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, we will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. 128 Table of Contents We have established the last of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. Any such exercise would not be done on a "cashless" basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. If we call the public warrants for redemption as described above, we will have the option to require any holder that wishes to exercise its public warrant to do so on a "cashless basis." In determining whether to require all holders to exercise their public warrants on a "cashless basis," we will consider, among other factors, our cash position, the number of public warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our public warrants. If we take advantage of this option, all holders of public warrants would pay the exercise price by surrendering their public warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the "fair market value" (defined below) by (y) the fair market value. The "fair market value" means the 10-day average closing price as of the date on which the notice of redemption is sent to the holders of the warrants. If we take advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Class A ordinary shares to be received upon exercise of the warrants, including the "fair market value" in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption and we do not take advantage of this option, our sponsor and its permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described above that other warrantholders would have been required to use had all warrantholders been required to exercise their warrants on a cashless basis, as described in more detail below. No fractional Class A ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the Class A ordinary shares, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants. Redemption Procedures. A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person s affiliates), to the warrant agent s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the Class A ordinary shares outstanding immediately after giving effect to such exercise. Anti-dilution Adjustments. If the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a split-up of ordinary shares or other similar event, then, on the effective date of such share capitalization, split-up or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering to holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the "historical fair market value" (as defined below) will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) one minus the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the historical fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) "historical fair market value" means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day 129 Table of Contents prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a proposed initial business combination, or (d) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Class A ordinary share in respect of such event. If the number of outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse share split or reclassification of Class A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding Class A ordinary shares. Whenever the number of Class A ordinary shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter. The warrant agreement provides that no adjustment to the number of Class A ordinary shares issuable upon exercise of a warrant will be required until cumulative adjustments amount to 1% or more of the number of Class A ordinary shares issuable upon exercise of a warrant as last adjusted. Any such adjustments that are not made will be carried forward and taken into account in any subsequent adjustment. All such carried forward adjustments will be made (i) in connection with any subsequent adjustment that (taken together with such carried forward adjustments) would result in a change of at least 1% in the number of Class A ordinary shares issuable upon exercise of a warrant and (ii) on the exercise date of any warrant. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsors or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the "Market Value") is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under "Redemption of public warrants" will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. In case of any reclassification or reorganization of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our issued and outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of Class A ordinary shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of 130 Table of Contents the consideration receivable by the holders of Class A ordinary shares in such a transaction is payable in the form of Class A ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants. The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders. You should review a copy of the warrant agreement, which will be filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number, the number of Class A ordinary shares to be issued to the warrant holder. Private Placement Warrants The private placement warrants will not be transferable, assignable or salable (and the Class A ordinary shares issuable upon exercise of such warrants will not be transferable, assignable or salable until 30 days after the completion of our initial business combination), except, among other limited exceptions as described under "Principal Shareholders — Transfers of Founder Shares and Private Placement Warrants," to our officers and directors and other persons or entities affiliated with our sponsor, and they will not be redeemable by us. The sponsor or its permitted transferees, have the option to exercise the private placement warrants on a cashless basis. Except as described below, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. If holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the "historical fair market value" of our Class A ordinary shares (defined below) over the exercise price of the warrants by (y) the fair market value. For these purposes, the "historical fair market value" will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public shareholders who could exercise their warrants and sell the Class A ordinary shares received upon such exercise freely in the open market in order to recoup the cost of 131 Table of Contents such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of our board of directors at such time. If we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Our Transfer Agent and Warrant Agent The transfer agent for our ordinary shares and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity. Continental Stock Transfer & Trust Company has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any monies in, the trust account, and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the trust account that it may have now or in the future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be able to be pursued, solely against us and our assets outside the trust account and not against the any monies in the trust account or interest earned thereon. Certain Differences in Corporate Law Cayman Islands companies are governed by the Companies Act. The Companies Act is modeled on English Law but does not follow recent English Law statutory enactments, and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders. Mergers and Similar Arrangements. In certain circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction). Where the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority of 662/3% in value of the voting shares voted at a general meeting) of the shareholders of each company; or (b) such other authorization, if any, as may be specified in such constituent company s articles of association. No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation. Where the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or 132 Table of Contents any part thereof; (iv) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted. Where the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation. Where the above procedures are adopted, the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows (a) the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if the company and the shareholder fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company. Moreover, Cayman Islands law has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands as a "scheme of arrangement" which may be tantamount to a merger. In the event that a merger was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that: 133 Table of Contents we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with; the shareholders have been fairly represented at the meeting in question; the arrangement is such as a businessman would reasonably approve; and the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a "fraud on the minority." If a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights (providing rights to receive payment in cash for the judicially determined value of the shares), which would otherwise ordinarily be available to dissenting shareholders of United States corporations. Squeeze-out Provisions. When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates is made within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders. Further, transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through means other than these statutory provisions, such as a share capital exchange, asset acquisition or control, or through contractual arrangements, of an operating business. Shareholders Suits. Our Cayman Islands legal counsel is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which: a company is acting, or proposing to act, illegally or beyond the scope of its authority; the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or those who control the company are perpetrating a "fraud on the minority." A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed. Enforcement of Civil Liabilities. The Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States. We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or 134 Table of Contents obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. Special Considerations for Exempted Companies. We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below: an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies; an exempted company s register of members is not open to inspection; an exempted company does not have to hold an annual general meeting; an exempted company may issue shares with no par value; an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; an exempted company may register as a limited duration company; and an exempted company may register as a segregated portfolio company. "Limited liability" means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). Amended and Restated Memorandum and Articles of Association The Business Combination Article of our amended and restated memorandum and articles of association contains provisions designed to provide certain rights and protections relating to this offering that will apply to us until the completion of our initial business combination. These provisions cannot be amended without a special resolution. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved by either (i) at least two-thirds (or any higher threshold specified in a company s articles of association) of a company s shareholders at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given; or (ii) if so authorized by a company s articles of association, by a unanimous written resolution of all of the company s shareholders. Our amended and restated memorandum and articles of association provide that special resolutions must be approved either by at least two-thirds of our shareholders (i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders. Our initial shareholders, who will collectively beneficially own 20% of our ordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated memorandum and articles of association and will have the discretion to vote in any manner they choose. Specifically, our amended and restated memorandum and articles of association provide, among other things, that: If we have not completed our initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to 135 Table of Contents pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law; Prior to our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on our initial business combination; Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm that such a business combination is fair to our company from a financial point of view; If a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act; We must complete one or more business combinations having an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination; If our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, we will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein; and We will not effectuate our initial business combination with another blank check company or a similar company with nominal operations. In addition, our amended and restated memorandum and articles of association provide we will not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets requirement. The Companies Act permits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution. A company s articles of association may specify that the approval of a higher majority is required but, provided the approval of the required majority is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether its memorandum and articles of association provides otherwise. Accordingly, although we could amend any of the provisions relating to our proposed offering, structure and business plan which are contained in our amended and restated memorandum and articles of association, we view all of these provisions as binding obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or waive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their public shares. 136 Table of Contents Anti-Money Laundering—Cayman Islands If any person in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering or is involved with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (As Revised) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Act (As Revised) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise. Cayman Islands Data Protection We have certain duties under the Data Protection Act (As Revised) of the Cayman Islands (the "DPA") based on internationally accepted principles of data privacy. Privacy Notice Introduction This privacy notice puts our shareholders on notice that through your investment in the Company you will provide us with certain personal information which constitutes personal data within the meaning of the DPA ("personal data"). In the following discussion, the "company" refers to us and our affiliates and/or delegates, except where the context requires otherwise. Investor Data We will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data. In our use of this personal data, we will be characterized as a "data controller" for the purposes of the DPA, while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our "data processors" for the purposes of the DPA or may process personal information for their own lawful purposes in connection with services provided to us. We may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to the shareholder s investment activity. Who this Affects If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment in the Company, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise them of its content. 137 Table of Contents How the Company May Use a Shareholder s Personal Data The Company, as the data controller, may collect, store and use personal data for lawful purposes, including, in particular: (i) where this is necessary for the performance of our rights and obligations under any purchase agreements; (ii) where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or (iii) where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms. Should we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you. Why We May Transfer Your Personal Data In certain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities. We anticipates disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside the United States, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf. The Data Protection Measures We Take Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPA. We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data. We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal data relates. Certain Anti-Takeover Provisions of our Amended and Restated Memorandum and Articles of Association Our amended and restated memorandum and articles of association provide that our board of directors will be classified into three classes of directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual general meetings. Our authorized but unissued Class A ordinary shares and preferred shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Class A ordinary shares and preferred shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. Securities Eligible for Future Sale Immediately after this offering we will have 37,500,000 (or 43,125,000 if the underwriter s over-allotment option is exercised in full) ordinary shares outstanding. Of these shares, the Class A ordinary shares sold in this offering (30,000,000 Class A ordinary shares if the underwriter s over-allotment option is not exercised and 34,500,000 Class A ordinary shares if the underwriter s over-allotment option is exercised in full) will be freely tradable without restriction or further registration under the Securities Act, except for any Class A ordinary shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding founder shares (7,500,000 founder shares if the underwriter s over-allotment option is not exercised and 8,625,000 138 Table of Contents founder shares if the underwriter s over-allotment option is exercised in full) and all of the outstanding private placement warrants (5,333,333 warrants if the underwriter s over-allotment option is not exercised and 5,933,333 warrants if the underwriter s over-allotment option is exercised in full) will be restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. Rule 144 Pursuant to Rule 144, a person who has beneficially owned restricted shares or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale. Persons who have beneficially owned restricted shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of: 1% of the total number of ordinary shares then outstanding, which will equal 375,000 shares immediately after this offering (or 431,250 if the underwriter exercises in full its over-allotment option); or the average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us. Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met: the issuer of the securities that was formerly a shell company has ceased to be a shell company; the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. As a result, our initial shareholders will be able to sell their founder shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination. Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of this offering, (ii) private placement warrants, which will be issued in a private placement simultaneously with the closing of this offering and the Class A ordinary shares underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of our securities held by them pursuant to a registration rights agreement. Pursuant to the registration rights agreement and assuming the underwriter exercises its over-allotment option in full and $1.5 million of working capital loans are converted into private placement warrants, we will be obligated to 139 Table of Contents register up to 15,558,333 Class A ordinary shares and 6,933,333 warrants. The number of Class A ordinary shares includes (i) 8,625,000 Class A ordinary shares to be issued upon conversion of the founder shares, (ii) 5,933,333 Class A ordinary shares underlying the private placement warrants and (iii) 1,000,000 Class A ordinary shares underlying the private placement warrants issued upon conversion of working capital loans. The number of warrants includes 5,933,333 private placement warrants and 1,000,000 private placement warrants issued upon conversion of the working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements. Listing of Securities We have applied to list our units on the NYSE under the symbol "VIII.U" commencing on or promptly after the date of this prospectus. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on the NYSE under the symbols "VIII" and "VIII.WS," respectively. Taxation The following summary of certain Cayman Islands and United States federal income tax consequences of an investment in our units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant, which we refer to collectively as our securities, is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our Class A ordinary shares and warrants, such as the tax consequences under state, local and other tax laws. Prospective investors should consult their advisors on the possible tax consequences of investing in our securities under the laws of their country of citizenship, residence or domicile. Cayman Islands Tax Considerations The following is a discussion on certain Cayman Islands income tax consequences of an investment in the securities of the Company. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law. Under Existing Cayman Islands Laws: Payments of dividends and capital in respect of our securities will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman Islands income or corporate tax. The Cayman Islands currently has no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax. No stamp duty is payable in respect of the issue of the warrants. An instrument of transfer in respect of a warrant is stampable if executed in or brought into the Cayman Islands. No stamp duty is payable in respect of the issue of our Class A ordinary shares or on an instrument of transfer in respect of such shares. The Company has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and received an undertaking from the Financial Secretary of the Cayman Islands in the following form: The Tax Concessions Act (As Revised) Undertaking as to Tax Concessions In accordance with the provision of Section 6 of The Tax Concessions Act (As Revised), the Financial Secretary undertakes with Virgin Group Acquisition Corp. III ("the Company"): 1.That no law which is hereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and 2.In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: 2.1On or in respect of the shares, debentures or other obligations of the Company; or 2.2by way of the withholding in whole or part, of any relevant payment as defined in the Tax Concessions Act (As Revised). These concessions shall be for a period of twenty years from the date hereof. 140 Table of Contents United States Federal Income Taxation General The following discussion summarizes certain United States federal income tax considerations generally applicable to the acquisition, ownership and disposition of our units (each consisting of one Class A ordinary share and one-fifth of one redeemable warrant) that are purchased in this offering, which we refer to collectively as our securities, by U.S. Holders (as defined below) and Non-U.S. Holders (as defined below). Because the components of a unit are generally separable at the option of the holder, the holder of a unit generally should be treated, for United States federal income tax purposes, as the owner of the underlying Class A ordinary share and warrant components of the unit. As a result, the discussion below with respect to holders of Class A ordinary shares and warrants should also apply to holders of units (as the deemed owners of the underlying Class A ordinary shares and warrants that constitute the units). This discussion is limited to certain United States federal income tax considerations to beneficial owners of our securities who are initial purchasers of a unit pursuant to this offering and hold the unit and each component of the unit as a capital asset under the U.S. Internal Revenue Code of 1986, as amended (the "Code"). This discussion does not address the U.S. federal income tax consequences to our founder, sponsor, officers or directors, or holders of private placement warrants. This discussion assumes that the Class A ordinary shares and warrants will trade separately and that any distributions made (or deemed made) by us on our Class A ordinary shares and any consideration received (or deemed received) by a holder in consideration for the sale or other disposition of our securities will be in U.S. dollars. This discussion is a summary only and does not consider all aspects of United States federal income taxation that may be relevant to the acquisition, ownership and disposition of a unit by a prospective investor in light of its particular circumstances, including: the sponsor; financial institutions or financial services entities; broker-dealers; taxpayers that are subject to the mark-to-market tax accounting rules; tax-exempt entities; governments or agencies or instrumentalities thereof; insurance companies; regulated investment companies; real estate investment trusts; expatriates or former long-term residents of the United States; persons that actually or constructively own ten percent or more of our voting shares or ten percent or more of the total value of our shares; persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation; persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; or U.S. Holders whose functional currency is not the U.S. dollar. 141 Table of Contents Moreover, the discussion below is based upon the provisions of the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, and such provisions may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in United States federal income tax consequences different from those discussed below. Furthermore, this discussion does not address the impact of the alternative minimum tax or any aspect of United States federal non-income tax laws, such as gift, estate or Medicare contribution tax laws, or state, local or non-U.S. tax laws. We have not sought, and will not seek, a ruling from the IRS as to any United States federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not change the accuracy of the statements in this discussion. As used herein, the term "U.S. Holder" means a beneficial owner of units, Class A ordinary shares or warrants who or that is for United States federal income tax purposes: (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a U.S. person. This discussion does not consider the tax treatment of partnerships or arrangements treated as partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership (or other entity or arrangement classified as a partnership for United States federal income tax purposes) is the beneficial owner of our securities, the United States federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. Partnerships holding our securities and partners in such partnerships are urged to consult their own tax advisors. THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES. EACH PROSPECTIVE INVESTOR IN OUR SECURITIES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS. Allocation of Purchase Price and Characterization of a Unit No statutory, administrative or judicial authority directly addresses the treatment of a unit or instruments similar to a unit for United States federal income tax purposes, and therefore, that treatment is not entirely clear. The acquisition of a unit should be treated for United States federal income tax purposes as the acquisition of one share of our Class A ordinary shares and one-fifth of one warrant, a whole one of which is exercisable to acquire one share of our Class A ordinary shares. We intend to treat the acquisition of a unit in this manner and, by purchasing a unit, you must adopt such treatment for United States federal income tax purposes. For United States federal income tax purposes, each holder of a unit must allocate the purchase price paid by such holder for such unit between the one Class A ordinary share and the one-fifth of one warrant based on the relative fair market value of each at the time of issuance. Under United States federal income tax law, each investor must make his or her own determination of such value based on all the facts and circumstances. The price allocated to each Class A ordinary share and one-fifth of one warrant should be the shareholder s tax basis in such share or warrant. Any disposition of a unit should be treated for United States federal income tax purposes as a disposition of the Class A ordinary share and one-fifth of one warrant comprising the unit, and the amount realized on the disposition should be allocated between the Class A ordinary share and warrant based on their relative fair market values (as determined by each such unit holder based on all the facts and circumstances). The separation of the Class A ordinary share and the one-fifth of one warrant constituting a unit should not be a taxable event for United States federal income tax purposes. The foregoing treatment of the Class A ordinary shares and warrants and a holder s purchase price allocation are not binding on the IRS or the courts. Because there are no authorities that directly address instruments that are similar to the units, no assurance can be given that the IRS or the courts will agree with the characterization 142 Table of Contents described above or the discussion below. Accordingly, each prospective investor is urged to consult its tax advisors regarding the tax consequences of an investment in a unit (including alternative characterizations of a unit). The balance of this discussion assumes that the characterization of the units described above is respected for United States federal income tax purposes. U.S. Holders Taxation of Distributions Subject to the passive foreign investment company ("PFIC") rules discussed below, a U.S. Holder generally will be required to include in gross income, in accordance with such U.S. Holder s method of accounting for United States federal income tax purposes, as dividends the amount of any cash distribution paid on our Class A ordinary shares to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under United States federal income tax principles). Such dividends paid by us will be taxable to a corporate U.S. Holder at ordinary income rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Subject to the PFIC rules discussed below, distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder s basis in its Class A ordinary shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such Class A ordinary shares. With respect to non-corporate U.S. Holders, dividends generally will be taxed at the lower applicable long-term capital gains rate (see "Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants" below) only if our Class A ordinary shares are readily tradable on an established securities market in the United States and certain other requirements are met. U.S. Holders should consult their tax advisors regarding the availability of such lower rate for any dividends paid with respect to our Class A ordinary shares. Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants Subject to the PFIC rules discussed below, a U.S. Holder generally will recognize capital gain or loss on the sale or other taxable disposition of our Class A ordinary shares or warrants (including on our dissolution and liquidation if we do not consummate an initial business combination within the required time period). Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder s holding period for such Class A ordinary shares or warrants exceeds one year. It is unclear, however, whether certain redemption rights described in this prospectus may suspend the running of the applicable holding period for this purpose. If the running of the holding period is suspended, then non-corporate U.S. Holders may not be able to satisfy the one-year holding period requirement for long-term capital gain treatment, in which case any gain on a sale or taxable disposition of our Class A ordinary shares or warrants would be subject to short-term capital gain treatment and would be taxed at ordinary income rates. The amount of gain or loss recognized on a sale or other taxable disposition generally will be equal to the difference between (i) the amount of cash and the fair market value of any property received in such disposition (or, if the Class A ordinary shares or warrants are held as part of units at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the Class A ordinary shares or warrants based upon the then fair market values of the Class A ordinary shares and the warrants included in the units) and (ii) the U.S. Holder s adjusted tax basis in its Class A ordinary shares or warrants so disposed of. A U.S. Holder s adjusted tax basis in its Class A ordinary shares or warrants generally will equal the U.S. Holder s acquisition cost (that is, the portion of the purchase price of a unit allocated to a share of Class A ordinary shares or one-fifth of one warrant, as described above under "Allocation of Purchase Price and Characterization of a Unit") reduced by any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder is currently eligible to be taxed at reduced rates. See "Exercise or Lapse of a Warrant" below for a discussion regarding a U.S. Holder s basis in a Class A ordinary share acquired pursuant to the exercise of a warrant. The deduction of capital losses is subject to certain limitations. Redemption of Class A Ordinary Shares 143 Table of Contents Subject to the PFIC rules discussed below, in the event that a U.S. Holder s Class A ordinary shares are redeemed pursuant to the redemption provisions described in this prospectus under "Description of Securities—Ordinary Shares" or if we purchase a U.S. Holder s Class A ordinary shares in an open market transaction, the treatment of the transaction for United States federal income tax purposes will depend on whether the redemption or purchase by us qualifies as a sale of the Class A ordinary shares under Section 302 of the Code. If the redemption or purchase by us qualifies as a sale of Class A ordinary shares, the U.S. Holder will be treated as described under "Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants" above. If the redemption or purchase by us does not qualify as a sale of Class A ordinary shares, the U.S. Holder will be treated as receiving a corporate distribution with the tax consequences described above under "Taxation of Distributions." Whether a redemption or purchase by us qualifies for sale treatment will depend largely on the total number of our shares treated as held by the U.S. Holder (including any Class A ordinary shares constructively owned by the U.S. Holder as a result of owning warrants) relative to all of our shares outstanding both before and after such redemption or purchase. The redemption or purchase by us of Class A ordinary shares generally will be treated as a sale of the Class A ordinary shares (rather than as a corporate distribution) if such redemption or purchase by us (i) is "substantially disproportionate" with respect to the U.S. Holder, (ii) results in a "complete termination" of the U.S. Holder s interest in us or (iii) is "not essentially equivalent to a dividend" with respect to the U.S. Holder. These tests are explained more fully below. In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only our shares actually owned by the U.S. Holder, but also our shares that are constructively owned by such holder. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares the U.S. Holder has a right to acquire by exercise of an option, which would generally include Class A ordinary shares which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our issued and outstanding voting shares actually and constructively owned by the U.S. Holder immediately following the redemption or purchase by us of Class A ordinary shares must, among other requirements, be less than 80 percent of the percentage of our issued and outstanding voting shares actually and constructively owned by the U.S. Holder immediately before the redemption or purchase by us. Prior to our initial business combination the ordinary shares may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of a U.S. Holder s interest if either (i) all of our shares actually and constructively owned by the U.S. Holder are redeemed or (ii) all of our shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the U.S. Holder does not constructively own any other of our shares. The redemption or purchase by us of the Class A ordinary shares will not be essentially equivalent to a dividend if such redemption or purchase by us results in a "meaningful reduction" of the U.S. Holder s proportionate interest in us. Whether the redemption or purchase by us will result in a meaningful reduction in a U.S. Holder s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a "meaningful reduction." A U.S. Holder should consult its own tax advisors as to the tax consequences of a redemption or purchase by us of any Class A ordinary shares. If none of the foregoing tests are satisfied, then the redemption or purchase by us of any Class A ordinary shares will be treated as a corporate distribution and the tax effects will be as described under "Taxation of Distributions" above. After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed Class A ordinary shares will be added to the U.S. Holder s adjusted tax basis in its remaining shares. If there are no remaining shares, a U.S. Holder is urged to consult its tax advisor as to the allocation of any remaining tax basis. Exercise, Lapse or Redemption of a Warrant Subject to the PFIC rules discussed below and except as discussed below with respect to the cashless exercise of a warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a Class A ordinary share on the exercise of a warrant for cash. A U.S. Holder s tax basis in a Class A ordinary share received upon exercise of the warrant generally will equal the sum of the U.S. Holder s initial investment in the warrant (that is, the portion of the U.S. Holder s purchase price for the units that is allocated to the warrant, as described above under "Allocation of Purchase Price and Characterization of a Unit") and the exercise price. It is unclear whether a U.S. Holder s holding period for the Class A ordinary share will commence on the date of exercise of the warrant or the 144 Table of Contents day following the date of exercise of the warrant; in either case, the holding period will not include the period during which the U.S. Holder held the warrant. If a warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder s tax basis in the warrant. The tax consequences of a cashless exercise of a warrant are not clear under current law. A cashless exercise may not be taxable, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for United States federal income tax purposes. In either situation, a U.S. Holder s tax basis in the Class A ordinary shares received generally would equal the U.S. Holder s tax basis in the warrants. If the cashless exercise was not a realization event, it is unclear whether a U.S. Holder s holding period for the Class A ordinary share will commence on the date of exercise of the warrant or the day following the date of exercise of the warrant. If the cashless exercise were treated as a recapitalization, the holding period of the Class A ordinary shares would include the holding period of the warrants. It is also possible that a cashless exercise may be treated as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder may be deemed to have surrendered warrants with an aggregate fair market value equal to the exercise price for the total number of warrants to be exercised. The U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the warrants deemed surrendered and the U.S. Holder s tax basis in such warrants. In this case, a U.S. Holder s tax basis in the Class A ordinary shares received would equal the sum of the U.S. Holder s initial investment in the warrants deemed exercised (i.e., the portion of the U.S. Holder s purchase price for the units that is allocated to the warrant, as described above under "Allocation of Purchase Price and Characterization of a Unit") and the exercise price of such warrants. It is unclear whether a U.S. Holder s holding period for the Class A ordinary shares would commence on the date of exercise of the warrant or the day following the date of exercise of the warrant. Due to the absence of authority on the United States federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise. Subject to the PFIC rules described below, if we redeem warrants for cash pursuant to the redemption provisions described in the section of this prospectus entitled "Description of Securities—Warrants— Public Shareholders Warrants" or if we purchase warrants in an open market transaction, such redemption or purchase generally will be treated as a taxable disposition to the U.S. Holder, taxed as described above under "—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants." Accordingly, a U.S. Holder should not recognize any gain or loss on the deemed redemption of warrants for Class A ordinary shares. A U.S. Holder s aggregate tax basis in the Class A ordinary shares received in the redemption should equal the U.S. Holder s aggregate tax basis in the warrants so redeemed and the holding period for the Class A ordinary shares received in redemption of such U.S. Holder s warrants should include the U.S. Holder s holding period for the redeemed warrants. However if the redemption were instead to be characterized for U.S. federal income tax purposes as a cashless exercise of the warrant (which we do not expect), then the tax treatment would instead be treated as described above in the second and third paragraphs under "U.S. Holders— Exercise, Lapse or Redemption of a Warrant." Possible Constructive Distributions The terms of each warrant provide for an adjustment to the number of Class A ordinary shares for which the warrant may be exercised or to the exercise price of the warrant in certain events, as discussed in the section of this prospectus captioned "Description of Securities—Warrants—Public Shareholders Warrants." An adjustment which has the effect of preventing dilution generally is not taxable. The U.S. Holders of the warrants would, however, be treated as receiving a constructive distribution from us if, for example, the adjustment increases such U.S. Holders proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of Class A ordinary shares that would be obtained upon exercise or through a decrease in the exercise price of the warrant) as a result of a distribution of cash or other property such as other securities to the holders of our Class A ordinary shares which is taxable to the U.S. Holders of such Class A ordinary shares as described under "Taxation of Distributions" above. Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. Holders of the warrants received a cash distribution from us equal to the fair market value of the increase in the interest. Generally, a U.S. Holder s adjusted tax basis in its warrant should be increased to the extent of any 145 Table of Contents constructive distribution treated as a dividend. For certain information reporting purposes, we are required to determine the date and amount of any such constructive distributions. Proposed Treasury regulations, which we may rely on prior to the issuance of final regulations, specify how the date and amount of constructive distributions are determined. Passive Foreign Investment Company Rules A non-U.S. corporation will be classified as a PFIC for United States federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. Because we are a blank check company, with no current active business, we believe that it is likely that we will meet the PFIC asset or income test for our current taxable year ending December 31, 2021 and any other periods prior to the initial business combination. However, pursuant to a startup exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (the "startup year"), if (i) no predecessor of the corporation was a PFIC; (ii) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the startup year; and (iii) the corporation is not in fact a PFIC for either of those years. Although subject to uncertainty, we may qualify for the startup exception for 2021, and, in such case, we would not be treated as a PFIC for 2021. The applicability of the startup exception to us will not be known until after the close of our current taxable year ending December 31, 2021 and, perhaps, until after the close of the first two taxable years following our startup year (within the meaning of the startup exception). Further, after the acquisition of a company or assets in a business combination, we may still meet one of the PFIC tests depending on the timing of the acquisition and the amount of our passive income and assets as well as the passive income and assets of the acquired business. If the company that we acquire in a business combination is a PFIC, then we will likely not qualify for the startup exception and will be a PFIC for our current taxable year ending December 31, 2021. Our actual PFIC status for our current taxable year or any subsequent taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year ending December 31, 2021 or any future taxable year. Although our PFIC status is determined annually, an initial determination that our company is a PFIC will generally apply for subsequent years to a U.S. Holder who held Class A ordinary shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our Class A ordinary shares or warrants and, in the case of our Class A ordinary shares, the U.S. Holder did not make either a timely qualified electing fund ("QEF") election or a mark-to-market election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Class A ordinary shares, as described below, such U.S. Holder generally will be subject to special rules with respect to (i) any gain recognized by the U.S. Holder on the sale or other disposition of its Class A ordinary shares or warrants and (ii) any "excess distribution" made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Class A ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder s holding period for the Class A ordinary shares). Under these rules: the U.S. Holder s gain (including upon a disposition, redemption or expiration or, under certain circumstances, a pledge) or excess distribution will be allocated ratably over the U.S. Holder s holding period for the Class A ordinary shares or warrants, possibly including gain realized by reason of transfers of Class A ordinary shares or warrants that would otherwise qualify as tax free for United States federal income tax purposes; 146 Table of Contents the amount allocated to the U.S. Holder s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income; the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder without regard to the U.S. Holder s other items of income and loss for such year; and an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder. In general, if we are determined to be a PFIC, a U.S. Holder will avoid the PFIC tax consequences described above in respect to our Class A ordinary shares (but not our warrants) by making a timely and valid QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or with which our taxable year ends. A U.S. Holder generally may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge. A U.S. Holder may not make a QEF election with respect to its warrants to acquire our Class A ordinary shares. As a result, if a U.S. Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants) and we were a PFIC at any time during the U.S. Holder s holding period of such warrants, any gain recognized generally will be treated as an excess distribution, taxed as described above. If a U.S. Holder that exercises such warrants properly makes a QEF election with respect to the newly acquired Class A ordinary shares (or has previously made a QEF election with respect to our Class A ordinary shares), the QEF election will apply to the newly acquired Class A ordinary shares. Notwithstanding the foregoing, the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired Class A ordinary shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the U.S. Holder held the warrants) for the pre-QEF election period, unless the U.S. Holder makes a purging election under the PFIC rules. Under the purging election, the U.S. Holder will be deemed to have sold such shares at their fair market value and any gain recognized on such deemed sale will be treated as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will have a new basis and holding period in the Class A ordinary shares acquired upon the exercise of the warrants for purposes of the PFIC rules. The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed United States federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances. In order to comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year (of which there can be no assurance), we will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a QEF election, but there is no assurance that we will timely provide such required information. There is also no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided. If a U.S. Holder has made a QEF election with respect to our Class A ordinary shares, and the excess distribution rules discussed above do not apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our Class A ordinary shares generally will be taxable as capital gain and no additional interest charge will be imposed under the PFIC rules. As discussed above, if we are a PFIC for any taxable year, a U.S. Holder of our Class A ordinary shares that has made a 147 Table of Contents QEF election will be currently taxed on its pro rata share of our earnings and profits, whether or not distributed for such year. A subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable when distributed to such U.S. Holder. The tax basis of a U.S. Holder s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. In addition, if we are not a PFIC for any taxable year, such U.S. Holder will not be subject to the QEF inclusion regime with respect to our Class A ordinary shares for such a taxable year. If we are a PFIC and our Class A ordinary shares constitute "marketable stock," a U.S. Holder may avoid the adverse PFIC tax consequences discussed above if such U.S. Holder, at the close of the first taxable year in which it holds (or is deemed to hold) our Class A ordinary shares, makes a mark-to-market election with respect to such shares for such taxable year. Such U.S. Holder generally will include for each of its taxable years as ordinary income the excess, if any, of the fair market value of its Class A ordinary shares at the end of such year over its adjusted basis in its Class A ordinary shares. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted basis of its Class A ordinary shares over the fair market value of its Class A ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder s basis in its Class A ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Class A ordinary shares will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to warrants. The mark-to-market election is available only for "marketable stock," generally, stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including NYSE, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. In general, the Class A ordinary shares will be treated as regularly traded in any calendar year in which more than a de minimis quantity of Class A ordinary shares are traded on a qualified exchange on at least 15 days during each calendar quarter. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our Class A ordinary shares under their particular circumstances. If we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. We will endeavor to cause any lower-tier PFIC to provide to a U.S. Holder the information that may be required to make or maintain a QEF election with respect to the lower-tier PFIC. There can be no assurance that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide such required information. U.S. Holders are urged to consult their tax advisors regarding the tax issues raised by lower-tier PFICs. A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is made) and such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS. The rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of our Class A ordinary shares or warrants should consult their own tax advisors concerning the application of the PFIC rules to our securities under their particular circumstances. Tax Reporting Certain U.S. Holders may be required to file an IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) to report a transfer of property (including cash) to us. Substantial penalties may be imposed on a U.S. Holder that fails to comply with this reporting requirement. Furthermore, certain U.S. Holders who are individuals and certain entities will be required to report information with respect to such U.S. Holder s investment in "specified foreign financial assets" on IRS Form 8938 (Statement of Specified Foreign Financial Assets), subject 148 Table of Contents to certain exceptions. An interest in the Company constitutes a specified foreign financial asset for these purposes. Potential investors are urged to consult their tax advisors regarding the foreign financial asset and other reporting obligations and their application to an investment in our Class A ordinary shares and warrants. Non-U.S. Holders This section applies to you if you are a "Non-U.S. Holder." As used herein, the term "Non-U.S. Holder" means a beneficial owner of our units, Class A ordinary shares or warrants that is for United States federal income tax purposes: a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax as expatriates); a foreign corporation; or an estate or trust that is not a U.S. Holder; but generally does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition. If you are such an individual, you should consult your tax advisor regarding the United States federal income tax consequences of the sale or other disposition of our securities. Dividends (including constructive distributions treated as dividends) paid or deemed paid to a Non-U.S. Holder in respect of our Class A ordinary shares generally will not be subject to United States federal income tax, unless the dividends are effectively connected with the Non-U.S. Holder s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States). In addition, a Non-U.S. Holder generally will not be subject to United States federal income tax on any gain attributable to a sale or other taxable disposition of our Class A ordinary shares or warrants unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains in the United States). Dividends (including constructive distributions treated as dividends) and gains that are effectively connected with the Non-U.S. Holder s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to United States federal income tax at the same regular United States federal income tax rates applicable to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for United States federal income tax purposes, also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate. The United States federal income tax treatment of a Non-U.S. Holder s exercise of a warrant, or the lapse of a warrant held by a Non-U.S. Holder, generally will correspond to the United States federal income tax treatment of the exercise or lapse of a warrant by a U.S. Holder, as described under "U.S. Holders—Exercise or Lapse of a Warrant," above, although to the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described in the preceding paragraphs above for a Non-U.S. Holder s gain on the sale or other taxable disposition of our Class A ordinary shares and warrants. Information Reporting and Backup Withholding Dividend payments with respect to our Class A ordinary shares and proceeds from the sale, exchange or redemption of our Class A ordinary shares may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. U.S. Holders who are required to establish their exempt status may be required to provide such certification on IRS Form W-9. A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption. 149 Table of Contents Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder s United States federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding in their particular circumstances. 150 Table of Contents Underwriting Under the terms and subject to the conditions contained in an underwriting agreement dated as of the date of this prospectus, we have agreed to sell to the underwriter named below the following respective numbers of units: Underwriter Number of Units Credit Suisse Securities (USA) LLC 30,000,000 Total 30,000,000 The underwriting agreement provides that the underwriter is obligated to purchase all the units in this offering if any are purchased, other than those units covered by the over-allotment option described below. We have granted to the underwriter a 45-day option to purchase on a pro rata basis up to 4,500,000 additional units at the initial public offering price, less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of units. The underwriter proposes to offer the units initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $ per unit. The following table summarizes the compensation and estimated expenses we will pay: Per Unit(1) Total Without Over-allotment With Over-allotment Without Over-allotment With Over-allotment Underwriting Discounts and Commissions paid by us $0.55 $0.55 $16,500,000 $18,975,000 (1)Includes $0.35 per unit, or $10,500,000 (or $12,075,000 if the over-allotment option is exercised in full) in the aggregate, payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriter only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of Class A ordinary shares sold as part of the units in this offering, as described in this prospectus. We estimate that our non-reimbursed out-of-pocket expenses for this offering will be approximately $1,000,000. We have agreed to pay for the FINRA-related fees and expenses of the underwriter s legal counsel, not to exceed $25,000. The representative has informed us that the underwriter does not intend to make sales to discretionary accounts. We, our sponsor and our officers and directors have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, without the prior written consent of Credit Suisse Securities (USA) LLC for a period of 180 days after the date of this prospectus, any units, warrants, Class A ordinary shares or any other securities convertible into, or exercisable, or exchangeable for, Class A ordinary shares; provided, however, that we may (1) issue and sell the private placement warrants; (2) issue and sell the additional units to cover our underwriter s over-allotment option (if any); (3) register with the SEC pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, the resale of the private placement warrants and the Class A ordinary shares issuable upon exercise of the warrants and the founder shares; and (4) issue securities in connection with our initial business combination. However, the foregoing shall not apply to the forfeiture of any founder shares pursuant to their terms or any transfer of founder shares to any current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the letter agreement, filed herewith, at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result of such transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer). Credit Suisse Securities (USA) LLC in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice. 151 Table of Contents Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (A) one year after the completion of our initial business combination; or (B) subsequent to our initial business combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date following the completion of our initial business combination on which we complete a liquidation, merger, amalgamation, stock exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (except with respect to permitted transferees as described herein under "Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants"). Any permitted transferees would be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. The private placement warrants will not be transferable, assignable or salable (and the Class A ordinary shares issuable upon exercise of the private placement warrants will not be transferable, assignable or salable until 30 days after the completion of our initial business combination), except with respect to permitted transferees as described herein under "Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants". We have agreed to indemnify the underwriter against certain liabilities under the Securities Act, or contribute to payments that the underwriter may be required to make in that respect. We expect our units to be listed on the NYSE, under the symbol "VIII.U" and, once the Class A ordinary shares and warrants begin separate trading, to have our Class A ordinary shares and warrants listed on the NYSE under the symbols "VIII" and "VIII.WS," respectively. Prior to this offering, there has been no public market for our securities. Consequently, the initial public offering price for the units was determined by negotiations between us and the representative. The determination of our per unit offering price was more arbitrary than would typically be the case if we were an operating company. Among the factors considered in determining the initial public offering price were the history and prospects of companies whose principal business is the acquisition of other companies, prior offerings of those companies, our management, our capital structure, and currently prevailing general conditions in equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the units, Class A ordinary shares or warrants will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our units, Class A ordinary shares or warrants will develop and continue after this offering. If we do not complete our initial business combination within 24 months from the closing of this offering, the trustee and the underwriter have agreed that: (1) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account; and (2) the deferred underwriter s discounts and commissions will be distributed on a pro rata basis, together with any accrued interest thereon (which interest shall be net of taxes payable) to the public shareholders. In connection with this offering, the underwriter may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Over-allotment involves sales by the underwriter of units in excess of the number of units the underwriter is obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of units over-allotted by the underwriter is not greater than the number of units that it may purchase in the over-allotment option. In a naked short position, the number of units involved is greater than the number of units in the over-allotment option. The underwriter may close out any covered short position by either exercising their over-allotment option and/or purchasing units in the open market. 152 Table of Contents Syndicate covering transactions involve purchases of the units in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of units to close out the short position, the underwriter will consider, among other things, the price of units available for purchase in the open market as compared to the price at which it may purchase units through the over-allotment option. If the underwriter sells more units than could be covered by the over-allotment option (a naked short position), the position can only be closed out by buying units in the open market. A naked short position is more likely to be created if the underwriter is concerned that there could be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in this offering. Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our units or preventing or retarding a decline in the market price of the units. As a result, the price of our units may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the NYSE or otherwise and, if commenced, may be discontinued at any time. We are not under any contractual obligation to engage the underwriter to provide any services for us after this offering, but we may do so at our discretion. However, the underwriter may introduce us to potential target businesses or assist us in raising additional capital in the future, including by acting as a placement agent in a private offering or underwriting or arranging debt financing. If the underwriter provides services to us after this offering, we may pay such underwriter fair and reasonable fees that would be determined at that time in an arm s length negotiation; provided that no agreement will be entered into with the underwriter and no fees for such services will be paid to the underwriter prior to the date that is 60 days from the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriter s compensation in connection with this offering, and we may pay the underwriter of this offering or any entity with which it is affiliated, a finder s fee or other compensation for services rendered to us in connection with the completion of a business combination. Any fees we may pay the underwriter or its affiliates for services rendered to us after this offering may be contingent on the completion of a business combination and may be paid in other than cash. The underwriter or its affiliates that provide these services to us may have a potential conflict of interest given that the underwriter is entitled to the deferred portion of its underwriting compensation for this offering only if an initial business combination is completed within the specified timeframe. The underwriter and its affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. In addition, in the ordinary course of their business activities, the underwriter and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriter and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments. A prospectus in electronic format may be made available on the websites maintained by the underwriter, or selling group members, if any, participating in this offering and the underwriter participating in this offering may distribute prospectuses electronically. The representative may agree to allocate a number of units to underwriter and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriter and selling group members that will make internet distributions on the same basis as other allocations. The units are offered for sale in the United States, Europe, Asia and other jurisdictions where it is lawful to make such offers. 153 Table of Contents The underwriter has represented and agreed that it has not offered, sold or delivered and will not offer, sell or deliver any of the units directly or indirectly, or distribute this prospectus or any other offering material relating to the units, in or from any jurisdiction except under circumstances that will result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on us except as set forth in the underwriting agreement. Notice to Prospective Investors in the European Economic Area and the United Kingdom In relation to each member state of the European Economic Area and the United Kingdom (each a "Relevant State"), no units have been offered or will be offered pursuant to this offering to the public in that Relevant State prior to the publication of a prospectus in relation to the units which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of units may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation: (a)to any legal entity which is a qualified investor as defined under the Prospectus Regulation; (b)to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the Representative for any such offer; or (c)in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of units shall require the issuer or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. For the purposes of this provision, the expression an "offer to the public" in relation to any units in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any units to be offered so as to enable an investor to decide to purchase or subscribe for any units, and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. Notice to Prospective Investors in the United Kingdom The underwriter represents, warrants and agrees as follows: (a)it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) to persons who have professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the company; and (b)it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the units in, from or otherwise involving the United Kingdom. Notice to Residents of Japan The underwriter will not offer or sell any of our units directly or indirectly in Japan or to, or for the benefit of any Japanese person or to others, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person, except in each case pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan and any other applicable laws and regulations of Japan. For purposes of this paragraph, "Japanese person" means any person resident in Japan, including any corporation or other entity organized under the laws of Japan. Notice to Residents of Hong Kong The underwriter and each of its affiliates have not (1) offered or sold, and will not offer or sell, in Hong Kong, by means of any document, our units other than (A) to "professional investors" as defined in the Securities and Futures Ordinance (Cap.571) of Hong Kong and any rules made under that Ordinance or (B) in other circumstances 154 Table of Contents which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32 of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance or (2) issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere any advertisement, invitation or document relating to our units which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to our securities which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. Notice to Residents of Singapore This prospectus or any other offering material relating to our units has not been and will not be registered as a prospectus with the Monetary Authority of Singapore, and the units will be offered in Singapore pursuant to exemptions under Section 274 and Section 275 of the Securities and Futures Act, Chapter 289 of Singapore (the "Securities and Futures Act"). Accordingly our units may not be offered or sold, or be the subject of an invitation for subscription or purchase, nor may this prospectus or any other offering material relating to our units be circulated or distributed, whether directly or indirectly, to the public or any member of the public in Singapore other than (a) to an institutional investor or other person specified in Section 274 of the Securities and Futures Act, (b) to a sophisticated investor, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act. Notice to Residents of Germany Each person who is in possession of this prospectus is aware that no German sales prospectus (Verkaufsprospekt) within the meaning of the Securities Sales Prospectus Act (Wertpapier- Verkaufsprospektgesetz, the "Act") of the Federal Republic of Germany has been or will be published with respect to our units. In particular, the underwriter has represented that it has not engaged and has agreed that it will not engage in a public offering (offentliches Angebot) within the meaning of the Act with respect to any of our units otherwise then in accordance with the Act and all other applicable legal and regulatory requirements. Notice to Residents of France The units are being issued and sold outside the Republic of France and that, in connection with their initial distribution, it has not offered or sold and will not offer or sell, directly or indirectly, any units to the public in the Republic of France, and that it has not distributed and will not distribute or cause to be distributed to the public in the Republic of France this prospectus or any other offering material relating to the units, and that such offers, sales and distributions have been and will be made in the Republic of France only to qualified investors (investisseurs qualifi s) in accordance with Article L.411-2 of the Monetary and Financial Code and decr t no. 98-880 dated October 1, 1998. Notice to Residents of the Netherlands Our units may not be offered, sold, transferred or delivered in or from the Netherlands as part of their initial distribution or at any time thereafter, directly or indirectly, other than to, individuals or legal entities situated in The Netherlands who or which trade or invest in securities in the conduct of a business or profession (which includes banks, securities intermediaries (including dealers and brokers), insurance companies, pension funds, collective investment institution, central governments, large international and supranational organizations, other institutional investors and other parties, including treasury departments of commercial enterprises, which as an ancillary activity regularly invest in securities; hereinafter, "Professional Investors"); provided that in the offer, prospectus and in any other documents or advertisements in which a forthcoming offering of our units is publicly announced (whether electronically or otherwise) in The Netherlands it is stated that such offer is and will be exclusively made to such Professional Investors. Individual or legal entities who are not Professional Investors may not participate in the offering of our units, and this prospectus or any other offering material relating to our units may not be considered an offer or the prospect of an offer to sell or exchange our units. 155 Table of Contents Notice to Prospective Investors in the Cayman Islands No offer or invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our units. Notice to Canadian Residents Resale Restrictions The distribution of units in Canada is being made only in the provinces of Ontario, Quebec, Alberta and British Columbia on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of these securities are made. Any resale of the units in Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the securities. Representations of Canadian Purchasers By purchasing units in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received that: the purchaser is entitled under applicable provincial securities laws to purchase the units without the benefit of a prospectus qualified under those securities laws as it is an "accredited investor" as defined under National Instrument 45-106—Prospectus Exemptions; the purchaser is a "permitted client" as defined in National Instrument 31-103—Registration Requirements, Exemptions and Ongoing Registrant Obligations; where required by law, the purchaser is purchasing as principal and not as agent; and the purchaser has reviewed the text above under "Resale Restrictions." Conflicts of Interest Canadian purchasers are hereby notified that the underwriter is relying on the exemption set out in section 3A.3 or 3A.4, if applicable, of National Instrument 33-105—Underwriting Conflicts from having to provide certain conflict of interest disclosure in this document. Statutory Rights of Action Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the prospectus (including any amendment thereto) such as this document contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser s province or territory. The purchaser of these securities in Canada should refer to any applicable provisions of the securities legislation of the purchaser s province or territory for particulars of these rights or consult with a legal advisor. Enforcement of Legal Rights All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada. 156 Table of Contents Taxation and Eligibility for Investment Canadian purchasers of units should consult their own legal and tax advisors with respect to the tax consequences of an investment in the units in their particular circumstances and about the eligibility of the units for investment by the purchaser under relevant Canadian legislation. Legal Matters Davis Polk & Wardwell LLP, New York, New York, is acting as counsel in connection with the registration of our securities under the Securities Act, and as such, will pass upon the validity of the securities offered in this prospectus with respect to units and warrants. Maples and Calder (Cayman) LLP, Cayman Islands, will pass upon the validity of the securities offered in this prospectus with respect to the ordinary shares and matters of Cayman Islands law. In connection with this offering, Latham & Watkins LLP, New York, New York, is acting as counsel to the underwriter. Experts The financial statements of Virgin Group Acquisition Corp. III as of February 23, 2021, and for the period from February 2, 2021 (inception) through February 23, 2021, appearing in this prospectus have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere in this prospectus, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. Where You Can Find Additional Information We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include a description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document. Upon completion of this offering, we will be subject to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC s website at www.sec.gov. 157 Table of Contents VIRGIN GROUP ACQUISITION CORP. III Index To Financial Statements Page Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance Sheets as of September 30, 2021 (unaudited) and February 23, 2021 (audited) F-3 Statements of Operations for the periods from February 2, 2021 (inception) through September 30, 2021 (unaudited) and from February 2, 2021 (inception) through February 23, 2021 (audited) F-4 Statements of Changes in Shareholder s Equity for the periods from February 2, 2021 (inception) through September 30, 2021 (unaudited) and for the period from February 2, 2021 (inception) through February 23, 2021 (audited) F-5 Statements of Cash Flows for the periods from February 2, 2021 (inception) through September 30, 2021 (unaudited) and from February 2, 2021 (inception) through February 23, 2021 (audited) F-6 Notes to Financial Statements F-7 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholder and the Board of Directors of Virgin Group Acquisition Corp. III Opinion on the Financial Statements We have audited the accompanying balance sheet of Virgin Group Acquisition Corp. III (the "Company") as of February 23, 2021, the related statements of operations, changes in shareholder s equity and cash flows for the period from February 2, 2021 (inception) through February 23, 2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 23, 2021, and the results of its operations and its cash flows for the period from February 2, 2021 (inception) through February 23, 2021, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the "PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company's auditor since 2021. New York, New York July 16, 2021 F-2 Table of Contents VIRGIN GROUP ACQUISITION CORP. III BALANCE SHEETS September 30, 2021 (Unaudited) February 23, 2021 NON-CURRENT ASSETS Deferred offering costs $ 484,250 70,000 TOTAL NON-CURRENT ASSETS $ 484,250 $ 70,000 LIABILITIES AND SHAREHOLDER S EQUITY Current liabilities: Accrued offering costs $ 220,069 $ 45,000 Accrued Expenses — 5,000 Promissory note – related party 249,067 — Total Current Liabilities 469,136 50,000 Commitments and Contingencies Shareholder s Equity Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding — — Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding — — Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding (1) 863 863 Additional paid-in capital 24,137 24,137 Accumulated deficit (9,886 ) (5,000 ) Total Shareholder s Equity 15,114 20,000 TOTAL LIABILITIES AND SHAREHOLDER S EQUITY $ 484,250 $ 70,000 (1) Includes an aggregate of up to 1,125,000 Class B ordinary shares that are intended to be forfeited if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). In July 2021, the sponsor forfeited to the Company, for no consideration, an aggregate of 5,750,000 Founder Shares, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 14,375,000 to 8,625,000 shares. All shares and associated amounts have been retroactively restated to reflect the forfeiture. The accompanying notes are an integral part of these financial statements. F-3 Table of Contents VIRGIN GROUP ACQUISITION CORP. III STATEMENTS OF OPERATIONS For the period from February 2, 2021 (inception) to September 30, 2021 (Unaudited) For the period from February 2, 2021 (inception) to February 23, 2021 Formation and operating costs $ 9,886 $ 5,000 Net loss $ (9,886 ) $ (5,000 ) Weighted average ordinary shares outstanding, basic and diluted(1) 7,500,000 7,500,000 Basic and diluted net loss per ordinary share $ (0.00 ) $ (0.00 ) (1) Excludes an aggregate of up to 1,125,000 Class B ordinary shares that are intended to be forfeited if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). In July 2021, the sponsor forfeited to the Company for no consideration an aggregate of 5,750,000 Founder Shares, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 14,375,000 to 8,625,000 shares. All shares and associated amounts have been retroactively restated to reflect the forfeiture. The accompanying notes are an integral part of these financial statements. F-4 Table of Contents VIRGIN GROUP ACQUISITION CORP. III STATEMENTS OF CHANGES IN SHAREHOLDER S EQUITY FOR THE PERIOD FROM FEBRUARY 2, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021 Class B Ordinary Shares (1) Additional Paid-In Accumulated Total Shareholder s Shares Amount Capital Deficit Equity Balance– February 2, 2021 (inception) — $ — — $ — $ — Issuance of Class B ordinary shares to Sponsor (1) 8,625,000 863 24,137 — 25,000 Net loss — — — (5,000 ) (5,000 ) Balance – February 23, 2021 (audited) 8,625,000 $ 863 $ 24,137 $ (5,000 ) $ 20,000 Net loss — — — (4,886 ) (4,886 ) Balance – September 30, 2021 (Unaudited) 8,625,000 $ 863 $ 24,137 $ (9,886 ) $ 15,114 (1) Includes an aggregate of up to 1,125,000 Class B ordinary shares that are intended to be forfeited if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). In July 2021, the sponsor forfeited to the Company for no consideration an aggregate of 5,750,000 Founder Shares, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 14,375,000 to 8,625,000 shares. All shares and associated amounts have been retroactively restated to reflect the forfeiture. The accompanying notes are an integral part of these financial statements. F-5 Table of Contents VIRGIN GROUP ACQUISITION CORP. III STATEMENTS OF CASH FLOWS For the period from February 2, 2021 (inception) to September 30, 2021 (unaudited) For the period from February 2, 2021 (inception) to February 23, 2021 Cash Flows from Operating Activities: Net loss $ (9,886 ) $ (5,000 ) Adjustments to reconcile net loss to net cash used in operating activities Formation costs paid by Sponsor in consideration for issuance of Class B ordinary shares 9,886 5,000 Net cash used in operating activities — — Net Change in Cash — — Cash – Beginning of period — — Cash – End of period $ — $ — Non-cash investing and financing activities: Deferred offering costs included accrued offering costs $ 220,069 $45,000 Deferred offering costs paid by Sponsor under the promissory note $ 249,067 $— Deferred offering costs paid by Sponsor in consideration for Class B ordinary shares $ 15,114 $ 20,000 The accompanying notes are an integral part of these financial statements. F-15 Table of Contents 30,000,000 Units Virgin Group Acquisition Corp. III PROSPECTUS , 2021 Credit Suisse Table of Contents PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution. The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows: SEC expenses $77,161 FINRA expenses 106,588 Accounting fees and expenses 44,500 Printing and engraving expenses 3,294 Travel and road show expenses 3,294 Legal fees and expenses 380,163 NYSE listing and filing fees 85,000 Director & Officers liability insurance premiums(1) 300,000 Miscellaneous 0 Total $1,000,000 (1)This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes an initial business combination. Item 14. Indemnification of Directors and Officers. Cayman Islands law does not limit the extent to which a company s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We may purchase a policy of directors and officers liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. We also intend to enter in indemnity agreements with them. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Item 15. Recent Sales of Unregistered Securities. On February 23, 2021, we issued to our sponsor an aggregate of 14,375,000 founder shares for expenses paid in aggregate of $25,000 on behalf of the Company, or approximately $0.002 per share. In July 2021, the sponsor forfeited 5,750,000 founder shares, resulting in our sponsor holding 8,625,000 founder shares. Prior to this offering, our sponsor intends to transfer 30,000 of our founder shares to each of our three independent directors. These 90,000 shares will not be subject to forfeiture in the event the underwriter s over-allotment option is not exercised. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 34,500,000 units if the underwriter s over-allotment option is exercised in full and therefore that such founder shares would represent II-1 Table of Contents 20% of the outstanding shares after this offering. Up to 1,125,000 of these shares may be surrendered for no consideration depending on the extent to which the underwriter s over-allotment is exercised. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in our sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our sponsor is to act as the company s sponsor in connection with this offering. The limited liability company agreement of our sponsor provides that its membership interests may only be transferred to our officers or directors or other persons affiliated with our sponsor, or in connection with estate planning transfers. Our sponsor has committed to, pursuant to a written agreement, to purchase from us an aggregate of 5,333,333 private placement warrants (or 5,933,333 warrants if the underwriter s over-allotment option is exercised in full) at $1.50 per warrant (for an aggregate purchase price of $8,000,000 (or $8,900,000 if the underwriter s over-allotment option is exercised in full)). This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. II-2 Table of Contents Item 16. Exhibits and Financial Statement Schedules. EXHIBIT INDEX Exhibit No. Description 1.1 Form of Underwriting Agreement.* 3.1 Memorandum and Articles of Association.* 3.2 Amended and Restated Memorandum and Articles of Association.* 4.1 Specimen Unit Certificate.* 4.2 Specimen Ordinary Share Certificate.* 4.3 Specimen Warrant Certificate.* 4.4 Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* 5.1 Opinion of Davis Polk & Wardwell LLP.* 5.2 Opinion of Maples and Calder (Cayman) LLP, Cayman Islands counsel to the Registrant.* 10.1 Form of Letter Agreement among the Registrant, Virgin Group Acquisition Sponsor III LLC and each of the officers and directors of the Registrant.* 10.2 Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.* 10.3 Form of Registration Rights Agreement among the Registrant, Virgin Group Acquisition Sponsor III LLC and the Holders signatory thereto.* 10.4 Form of Private Placement Warrants Purchase Agreement among the Registrant and Virgin Group Acquisition Sponsor III LLC.* 10.5 Form of Indemnity Agreement.* 10.6 Promissory Note issued to Virgin Group Acquisition Sponsor III LLC.* 10.7 Securities Purchase Agreement between Virgin Group Acquisition Sponsor III LLC and the Registrant.* 10.8 Form of Administrative Services Agreement between the Registrant and Virgin Group Acquisition Sponsor III LLC.* 14.1 Form of Code of Ethics.* 23.1 Consent of WithumSmith+Brown, PC.* 23.2 Consent of Davis Polk & Wardwell LLP (included on Exhibit 5.1).* 23.3 Consent of Maples and Calder (Cayman) LLP (included on Exhibit 5.2).* 24.1 Power of Attorney (included in the signature page to the initial filing of this Registration Statement).* 99.1 Consent of Latif Peracha.* 99.2 Consent of Nina Richardson.* 99.3 Consent of Kara Nortman.* *Previously filed. II-3 Table of Contents Item 17. Undertakings. (a)The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. (b)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (c)The undersigned registrant hereby undertakes that: (1)For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2)For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001848097_spk_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001848097_spk_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001848097_spk_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001848507_1-12_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001848507_1-12_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..abb0a40bdd77516797d9fc64c7378e6a04c0db5b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001848507_1-12_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: alignment shares are to our Class C ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon conversion thereof as provided herein (for the avoidance of doubt, such Class A ordinary shares shall not be public shares ); amended and restated memorandum and article of association are to the amended and restated memorandum and articles of association of the Company, adopted and filed on , 2021; Bridgeport Partners and Bridgeport are to Bridgeport Partners GP LLC, an investment firm led by Frank R. Martire, Jr.; Companies Law are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; Founder are to Frank R Martire, Jr.; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in connection with our initial business combination including but not limited to pursuant to a private placement of debt or equity; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to holders of our founder shares and alignment shares prior to this offering, consisting of our sponsor, certain directors and an advisor to the Company who will acquire a portion of the founder shares and alignment shares from our sponsor as described herein prior to the consummation of this offering; management or our management team are to our executive officers and directors; ordinary shares are to our Class A ordinary shares, Class B ordinary shares and our Class C ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor and each member of our management team s status as a public shareholder will only exist with respect to such public shares; sponsor are to BGPT 1.12 LP, a Cayman Islands exempted limited partnership, and references to the experience of our sponsor include the experience of our Founder and investment professionals of Bridgeport Partners, an affiliate of our sponsor; and Table of Contents we, us, company or our company are to 1.12 Acquisition Corporation, a Cayman Islands exempted company, which will be renamed 1.12 Acquisition Corp upon the filing of our Amended and Restated Memorandum and Articles of Association prior to the consummation of this offering. Each unit consists of one Class A ordinary share and one-fourth of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. Any forfeiture of shares described in this prospectus will take effect as a surrender of such shares for no consideration as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares and Class C ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and Class C ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We will seek to capitalize on the combined executive, operating and investing experience of Bridgeport Partners. Bridgeport Partners, a private investment firm led by Frank R. Martire, Jr., has a long-term value-oriented approach to investing across public and private markets. Bridgeport s team invests time and capital in strong businesses and management teams that seek to leverage Bridgeport s time-tested value creation playbook to drive above-market-average investment returns that are multiples greater than comparable benchmarks. Our sponsor, BGPT 1.12 LP, is an affiliate of Bridgeport Partners and is controlled by our Founder. We believe the track record of the Bridgeport Partners team of sustained success over multiple decades across many multi-billion dollar companies can have a transformative impact on a target business. Although we may pursue targets in any industry, we intend to initially focus our search on identifying a prospective target business in financial services, technology, software, data, analytics, asset management, internet related services and related areas. Our sponsor will undertake a proactive sourcing strategy and focus our efforts on companies where we believe the combination of our sponsor s operating experience, deal making track record, professional relationships, and capital markets expertise can be catalysts to enhance the growth potential and value of a target business and provide opportunities for an attractive risk-adjusted return to our shareholders. Frank R. Martire, Jr. has over 30 years of experience in industry consolidation and delivering shareholder value. As a leading executive and manager, Mr. Martire has led growth and value creation at four multi-billion dollar public company platforms including FIS Global ( FIS ), Fiserv Inc. ( Fiserv ), Metavante Technologies, Inc. ( Metavante ) and NCR Corporation ( NCR ). Most recently, Mr. Martire is serving as Executive Chairman at NCR where he has led the transformation of the company by achieving over $100 million of cost synergies during his tenure and where he has most recently led the $2.5 billion merger transaction with Cardtronics, announced on January 25, 2021. Prior to NCR, Mr. Martire served as Chairman and CEO of Metavante and Table of Contents Chairman and CEO of FIS, where he became CEO following FIS merger with Metavante in 2009. Under Mr. Martire s leadership at Metavante beginning in 2002, Metavante grew revenues from $600 million to $1.7 billion in 5 years growing earnings from approximately $150 million to more than $450 million over that period. Mr. Martire led the initial public offering of Metavante and the subsequent merger with FIS in 2009 taking on the role of CEO post-merger. Post-merger, FIS achieved $300 million of synergies delivering over 115% of target synergies at the time of the merger announcement. Alongside a focus on growth and cost optimization, under Mr. Martire s leadership, FIS undertook a $2.5 billion share repurchase program in 2010 to optimize the company s capital structure and achieved an investment grade rating in 2013. As Executive Chairman of FIS, Mr. Martire led the $5.1 billion acquisition of SunGard in 2015 and achieved more than $325 million of annualized cost savings following the transaction, outperforming target amount and timing for cost savings. During Mr. Martire s tenure at FIS, the company s stock outperformed the S&P 500 by 2.7x. Prior to FIS and Metavante, Mr. Martire led the largest division at Fiserv as President and Chief Operating Officer, Financial Institution Systems and Services Group at Fiserv. During Mr. Martire s tenure at Fiserv, the company s stock outperformed the S&P 500 by 3.8x. We are sponsored by an affiliate of Bridgeport Partners, led by Mr. Martire. Bridgeport Partners brings together a unique team of professionals with extensive operating, investing, diligence and capital raising experience to effect a business combination with an attractive target and position it for long-term success in the public markets. The Bridgeport team is focused on being a value-added partner to our target business and, in particular, support management at our target business in achieving their long-term objectives. In addition to Mr. Martire, we are advised by the following team of professionals at Bridgeport Partners: Frank D Angelo. Mr. D Angelo is a Partner of Bridgeport Partners. His career spans 35 years in the financial services, digital banking and payments industries. Most recently, Mr. D Angelo served as Executive Vice President and President, Banking, at NCR Corporation. He currently serves as Chairman of the board of directors of Evertec, Inc., a transaction and payments processing company in Latin America and the Caribbean. At Evertec, Mr. D Angelo has served as interim CEO and serves on the Compensation Committee. He is a past Chairman of the Electronic Funds Transfer Association and has served on the Payments Advisor Counsel of the Federal Reserve Bank of Philadelphia. Previously, he was President of Monitise Americas, Inc., a provider of mobile banking, payments and commerce networks. Prior to that post, Mr. D Angelo was Executive Vice President of the Payments Solutions Group at FIS and head of Payments and Digital Banking at Metavante. He also held several executive positions at Diebold Nixdorf, Incorporated, including CEO of Diebold Mexico, living in Mexico City. Mr. D Angelo served in US Air Force and serves on the board of directors of Walsh University where he serves on numerous committees, including the audit and investment committees. Don Layden. Mr. Layden is a Senior Advisor and the head of Strategy and Corporate Development/ M&A for NCR Corporation (NYSE:NCR) , a position he has held since June 2020. Previously, Mr. Layden served as a member of the Board of Directors, as Chairman of the Board of Directors and as President and CEO of USA Technologies (NASDAQ:USAT) from April 2019 until May 2020. He is also a Venture Partner at Baird Venture Partners, which he joined in December 2011, taking a leave of absence from October 2019 through May 2020. Since October 2009, other than a leave of absence from October 2019 through May 2020 , he has been an of-counsel partner of Quarles & Brady LLP, where he practices corporate law. Mr. Layden serves as a director of several private FinTech and payments companies, including SafetyPay, AutoBooks, MedXoom, MicroNotes and HSP Group. Mr. Layden served on the Board of Directors of Firstsource Solutions Limited (NSE:FSL), a public company traded on the National Stock Exchange of India from April 2006 until March 2019. Mr. Layden served as an independent director of Online Resources Corporation (NASDAQ:ORCC) from May 2010 to March 2013, when it was sold to ACI Worldwide, Inc. From November 2009 to November 2011, Mr. Layden served as an Adviser of Warburg Pincus LLC in the Technology, Media and Telecommunications group. From Table of Contents October 2004 to October 2009, Mr. Layden held various positions at Metavante Technologies, Inc. (NYSE:MV), including as President of the International Group, and as Senior Executive Vice President of Corporate Development and Strategy, Corporate Secretary and General Counsel. Prior to that, he served at NuEdge Systems LLC as Chief Operating Officer from 2000 to 2002 and as President from 2002 until 2004, when it was purchased by Metavante Technologies, Inc. Prior to that, Mr. Layden held senior management positions with Marshall & Ilsley Corporation (NYSE:MI) from October 1994 until December 1998. Mr. Layden holds a Juris Doctor with honors from Marquette University Law School and a Bachelor of Arts in Economics and Political Science from Marquette University. Paul Danola. Mr. Danola is a Partner of Bridgeport Partners and serves as President of Trebia Acquisition Corp., a blank check company formed for substantially the same purposes as our Company. Mr. Danola has over 40 years of experience in strategy, sales and operations with vast M&A experience spanning three decades at FIS, Metavante, Fiserv and Citicorp Information Resources. Mr. Danola brings more than 30 years of banking experience, serving with top core solutions providers FIS and Fiserv in executive roles integral to the strategic growth of each firm and its client banks. Mr. Danola led the expansion of Fiserv into Asia Pacific and Central Europe. At FIS, Mr. Danola was Senior Vice President and Head of the Enterprise Banking Solutions Division, responsible for the FIS banking business lines for the Regional and Money Center Bank markets. In his prior roles, he has been a leader of business segments including wealth management, core banking, business analytics, lending, delivery channel optimization, digital banking, enterprise risk management, and consulting. Frank Martire III. Mr. Martire has served as President of the Company since February 2021 and is a Partner at Bridgeport Partners. Mr. Martire has 15 years of experience in public and private M&A as an investor, lawyer and investment banker. In addition to his M&A experience, Mr. Martire has experience with public company governance and shareholder related matters. Prior to co-founding Bridgeport Partners, Mr. Martire was a Managing Director at Trasimene Capital Management from 2019 to 2020. From 2016 to 2019, Mr. Martire was a Founding Partner, member of the Executive Committee and Investment Committee, and General Counsel of Motive Partners. From 2014 to 2015, Mr. Martire was an M&A Partner at Greenberg Traurig, LLP and from 2007 to 2014 he was an M&A associate at Weil, Gotshal & Manges LLP. From 2003 to 2004, Mr. Martire was a research analyst at J.S. Herold and from 2000 to 2002 he was an investment banking analyst at JPMorgan Chase & Co. Tanmay Kumar. Mr. Kumar is a Partner of Bridgeport Partners and serves as Chief Financial Officer of 1.12 Acquisition Corp. Mr. Kumar also serves as Chief Financial Officer of Trebia Acquisition Corp. and commenced service in that position in February 2020. Mr. Kumar has over a decade of transaction experience across private and public markets with a particular focus on financial services and technology companies. Mr. Kumar was a Principal at Motive Partners and prior to that was a Vice President at Wafra Inc. in the Alternative Investments Division from 2014 to 2019. He served as Senior Investment Analyst at Phillips Academy Andover from 2010 to 2014. Ashvin Sinnhathmaby. Mr. Sinnathamby is a Vice President at Bridgeport Partners. Prior to Bridgeport Partners, Mr. Sinnathamby was a Senior Associate at Motive Partners. Prior to Motive, he was an Analyst at Morgan Stanley in the investment bank focused on equity derivatives sales and trading. We intend to capitalize on the ability of our sponsor s platform in financial services, technology, software, data, analytics, asset management, internet related services and related areas. Given our sponsor s global reach and experience, we believe they are well positioned to identify attractive business combination opportunities with a compelling industry backdrop and an opportunity for growth. Our sponsor s objectives are to generate attractive returns for shareholders and enhance value through improving operational performance of the acquired company. We expect to favor opportunities with certain industry and business characteristics. Key industry and business characteristics include compelling growth opportunities, attractive competitive dynamics and consolidation opportunities. Table of Contents With respect to the foregoing examples, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may complete. You should not rely on the historical record of our sponsor s, our Founder s or our management s performance as indicative of our future performance. Bridgeport Partners investment philosophy is simple and time-tested we partner with exceptional management teams to build enduring businesses. Our sponsor has a long-term value-oriented approach to partnerships. Our sponsor invests its time and capital in strong businesses and management teams that seek to leverage its time-tested value creation playbook to drive above-market-average investment returns that are multiples greater than comparable benchmarks, driven by successfully identifying and implementing operational efficiencies, driving organic growth initiatives, identifying and executing accretive acquisitions and instituting a culture of teamwork and strong corporate governance. We believe that the demonstrated ability of our sponsor to source and close investments in a variety of businesses, particularly in financial services, technology, software, data, analytics, asset management, internet related services and related areas, coupled with our sponsor s broad relationships in this industry and our deep operational experience, will help us to identify a target and complete a business combination. We also believe that potential sellers of target businesses will view the fact that our sponsor has assisted numerous companies in improving their financial and operating performance as a positive factor in considering whether or not to enter into a business combination with us. Business Strategy 1.12 Acquisition Corp will seek to work with a potential acquisition candidate to access the capital markets, attract top tier management talent, and execute a proprietary value-creation business plan helping the company continue to grow into the next phase of its life cycle. 1.12 Acquisition Corp intends to employ a fundamental, value-oriented acquisition framework that seeks a target with the potential for significant equity value creation coupled with strong downside protection and a durable business franchise. Although we may pursue targets in any industry, we intend to focus on industries that complement our sponsor s background in financial services, technology, software, data, analytics, asset management, internet related services and related areas. Our acquisition strategy will leverage Bridgeport Partners network of proprietary deal sourcing where we believe a combination of industry research and lending relationships will provide us with a number of business combination opportunities. Additionally, we expect that relationships cultivated from years of transaction experience with management teams of public and private companies, investment bankers, restructuring advisers, attorneys and accountants will provide potential opportunities for 1.12 Acquisition Corp. Our business strategy is to identify and complete our initial business combination, with a company that complements the experience of our sponsor and can benefit from their operational expertise. Our selection process will leverage our sponsor s broad and deep relationship network, unique industry experiences and proven deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through our sponsor s extensive experience and demonstrated success in both investing in and operating businesses across a variety of industries, developing a distinctive combination of capabilities including: a track record of building industry-leading companies and proven ability to deliver shareholder value over an extended time period with above-market-average investment returns that are multiples greater than comparable benchmarks; a prolific acquisition history, having completed in excess of 100 transactions that have in sum contributed to such companies financial results and strategic position. This acquisition history has been executed using an established proprietary deal sourcing and differentiated transaction execution/structuring capabilities; experience deploying a unique and broad value creation toolkit including identifying value enhancements, recruiting world-class talent and delivering elite operating efficiency by consistently exceeding synergy targets; and Table of Contents an extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies with transition to public ownership. Upon completion of this offering, Bridgeport Partners will communicate with its network of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. We intend to capitalize on the ability of our sponsor s platform in financial services, technology, software, data, analytics, asset management, internet related services and related areas. Given our sponsor s global reach and experience, we believe they are well positioned to identify attractive business combination opportunities with a compelling industry backdrop and an opportunity for growth. Our sponsor s objectives are to generate attractive returns for shareholders and enhance value through improving operational performance of the acquired company. We expect to favor opportunities with certain industry and business characteristics. Key industry characteristics include compelling long-term growth, attractive competitive dynamics, consolidation opportunities and low risk of technological obsolescence. Key business characteristics include significant streams of recurring revenue, opportunity for operational improvement, attractive steady-state margins, high incremental margins and attractive free cash flow characteristics. With respect to the foregoing examples, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may complete. You should not rely on the historical record of our sponsor s, our Founder s or our management s performance as indicative of our future performance. Bridgeport Partners investment philosophy is simple and time-tested we partner with exceptional management teams to build enduring businesses. Our sponsor has a long-term value-oriented approach to partnerships. Our sponsor invests its time and capital in strong businesses and management teams that seek to leverage its time-tested value creation playbook to drive above-market-average investment returns that are multiples greater than comparable benchmarks, driven by successfully identifying and implementing operational efficiencies, driving organic growth initiatives, identifying and executing accretive acquisitions and instituting a culture of teamwork and strong corporate governance. We believe that the demonstrated ability of our sponsor to source and close investments in a variety of businesses, particularly in financial services, technology, software, data, analytics, asset management, internet related services and related areas, coupled with our sponsor s broad relationships in this industry and their deep operational experience, will help us to identify a target and complete a business combination. We also believe that potential sellers of target businesses will view the fact that our sponsor has assisted numerous companies in improving their financial and operating performance as a positive factor in considering whether or not to enter into a business combination with us. Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines which we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that we believe: utilize our global network of contacts, which provides access to differentiated deal flow and significant deal-sourcing capabilities; are at an inflection point, such as requiring additional management expertise, are able to innovate through new operational techniques, or where we believe we can drive improved financial performance; are fundamentally sound companies that may be underperforming our estimation of their potential; Table of Contents exhibit unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; will offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved capital structure will be weighed against any identified downside risks; and have been materially impacted by possible market dislocations and would benefit from capital markets access. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our Founder, Our Board of Directors and Management Our Founder is Frank R. Martire, Jr., and he will serve as Chairman of the Board of Directors of the Company. Past performance of our Founder, our management team, Bridgeport Partners and their respective affiliates, is not a guarantee either of (i) success with respect to a business combination that may be completed or (ii) the ability to successfully identify a suitable candidate for our initial business combination. You should not rely on the historical record of our Founder, our management, Bridgeport Partners or their respective affiliates as indicative of our future performance. See Risk Factors Past performance by Bridgeport Partners or their respective affiliates, including our Founder and management team, may not be indicative of future performance of an investment in us. For a list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Our Founder and certain of our officers and directors may also have fiduciary and contractual obligations to Bridgeport Partners and to certain companies in which those companies have invested or will invest in the future. As a result, certain of our officers and directors may have a duty to offer acquisition opportunities to companies that they are officers or directors of and certain Bridgeport Partners investment vehicles and/or portfolio companies, as applicable, before 1.12 Acquisition Corp can pursue such opportunities. In particular, an affiliate of our sponsor is currently sponsoring Trebia Acquistion Corp. ( Trebia ), another blank check company, which completed its initial public offering in June 2020, in which it sold 51,750,000 units, each consisting of one Class A ordinary share of Trebia and one-third of one redeemable warrant to purchase one Class A ordinary share of Trebia, for an offering price of $10.00 per unit. Trebia has not yet announced or completed its initial business combination. Frank Martire, Jr., our Founder and Chairman, is a director and co-founder of Trebia. In addition, Mr. Kumar, our Chief Financial Officer, serves as the Chief Financial Officer of Trebia. However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. We believe Table of Contents any conflict of interest will be naturally mitigated, to some extent, by the differing nature of the acquisition targets that Bridgeport Partners typically considers most attractive for its investment vehicles and the types of acquisitions we expect 1.12 Acquisition Corp to find most attractive. As a result of due diligence from the broader platform, we may become aware of a potential transaction that is not a fit for the traditional investing activities of Bridgeport Partners but that is an attractive opportunity for 1.12 Acquisition Corp. With respect to any potential conflicts of interest with Trebia, we do not believe that any potential conflicts with Trebia would materially affect our ability to complete our initial business combination, because our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously and we are not limited by industry or geography in terms of the acquisition opportunities we can pursue. With respect to Trebia, Bridgeport Partners has a co-sponsor arrangement with Trasimene Capital and Trebia has a different President who will be leading the search for its business combination target. In addition to the above, our Founder, officers and directors are not required to commit any specific amount of time to our affairs, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any member of our management team will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process. Accordingly, our Founder, officers and directors may have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We believe our sponsor s and its affiliates operating and transaction experience and relationships with companies will provide us with a substantial number of potential business combination targets. Our sponsor has developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, our sponsor s relationships with sellers, financing sources and target management teams and the experience of our sponsor in executing transactions under varying economic and financial market conditions. See the section of this prospectus entitled Management for a more complete description of our management team s experience. Initial Business Combination In accordance with the rules of the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Table of Contents Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, Founder, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, Founder, officers or directors, we, or a committee of independent directors, will obtain an opinion that our initial business combination is fair to our unaffiliated shareholders from a financial point of view from either an independent investment banking firm or an independent accounting firm. Members of our management team and our officers and directors may directly or indirectly own our ordinary shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to Table of Contents present a business combination opportunity to such entity. Accordingly, if any of our Founder, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a target business, nor have they had any discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Bridgeport Partners is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our company and we will not consider a business combination with any company that has already been identified to Bridgeport Partners as a suitable acquisition candidate for it, unless Bridgeport Partners, in its sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Bridgeport Partners manages proprietary capital, and may raise additional funds and/or accounts in the future, which may be during the period in which we are seeking our initial business combination. These investment vehicles may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. Table of Contents Corporate Information and Organizational Chart Our executive offices are located at 41 Madison Avenue, Suite 2020, New York, NY 10010 and our telephone number is (646) 450-9187. Upon completion of this offering, our corporate website address will be www.onepointonetwo.com. The following is an organizational chart setting forth our corporate structure as of the date of this prospectus after giving effect to this offering. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the Table of Contents adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the Market Value (as defined below) of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700.0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates does not equal or exceed $250.0 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Table of Contents The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 35,000,000 units, at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-fourth of one redeemable warrant. Proposed NYSE symbols Class A ordinary shares: OPOT Warrants: OPOT.W Units: OPOT.U Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse, BofA Securities and Moelis inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once our Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into our Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised Table of Contents following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 35,000,000(1) Ordinary shares: Number outstanding before this offering 13,416,667(2)(3)(4) Number outstanding after this offering 46,666,667(1)(3)(5) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 6,000,000(1) Number of warrants to be outstanding after this offering and the sale of the private placement warrants 14,750,000(1) (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our initial shareholders of 700,000 founder shares and 1,050,000 alignment shares. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial business combination, on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares and alignment shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (3) Alignment shares are currently classified as Class C ordinary shares, which shares will automatically convert into Class A ordinary shares at the earlier of (i) our meeting certain share price performance thresholds following the completion of our initial business combination, and (ii) subsequent to the completion of our initial business combination, the date on which we complete a merger, share exchange, reorganization or other similar transaction that results in both a change of control and all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, in each case, on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares and alignment shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (4) Consists solely of founder shares and alignment shares outstanding as of the date of this prospectus and includes up to 700,000 founder shares and 1,050,000 alignment shares that are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. (5) Includes 35,000,000 public shares, 4,666,667 founder shares and 7,000,000 alignment shares, assuming 700,000 founder shares and 1,050,000 alignment shares have been forfeited following expiration of the underwriters over-allotment option. Table of Contents Exercisability Each whole warrant sold in this offering is exercisable to purchase one Class A ordinary share. Only whole warrants are exercisable. We structured each unit to contain one-fourth of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity- linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our Board and, (i) in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to Bridgeport Partners or its respective affiliates, without taking into account the transfer of founder shares, alignment shares or private placement warrants (including if such transfer is effectuated as a surrender to us and subsequent reissuance by us) by our sponsor in connection with such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 and $10.00 per share redemption trigger prices described below adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 180% and 100% of the higher of the Market Value and the Newly Issued Price, respectively. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; or twelve months from the closing of this offering; Table of Contents provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement as a result of (i) our failure to have an effective registration statement by the 60th business day after the closing of the initial business combination as described in the immediately following paragraph or (ii) a notice of redemption described below adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; Table of Contents upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price of our Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the Reference Value ) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). However, in this case, we will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below); if, and only if, the Reference Value (as defined above under Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 ) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the private placement warrants must also concurrently be called for redemption on the same terms as the outstanding public warrants, as described above. Table of Contents The fair market value of our Class A ordinary shares shall mean the volume-weighted average price of our Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per whole warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Founder shares and alignment shares During the period ended February 16, 2021, our sponsor paid in the aggregate $25,000, or approximately $0.002 per share, to cover certain of our expenses in consideration of 5,366,667 Class B ordinary shares, par value $0.0001 and 8,050,000 Class C ordinary shares, par value $0.0001. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per-share price of the founder shares and alignment shares was determined by dividing the amount of cash contributed to the company by the number of founder shares and alignments shares issued. The number of founder shares and alignment shares issued was determined based on the expectation that the founder shares and alignment shares would represent 10% and 15%, respectively, of the issued and outstanding shares after this offering (assuming the sponsor does not purchase any units in this offering). Prior to the completion of this offering, our sponsor will transfer 26,833 founder shares and 40,250 alignment shares to each of our independent director nominees at their original purchase price and 53,667 founder shares and 80,500 alignment shares to an advisor to the company at their original purchase price. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to the Class B ordinary shares and Class C ordinary shares immediately prior to the completion of this offering in such amount as to maintain the ownership of our initial shareholders (and their permitted transferees, if any), on an as-converted basis, at 25% of our issued and outstanding Class A ordinary shares upon the completion of this offering. Up to 700,000 founder shares and 1,050,000 alignment shares will be subject to forfeiture by our initial shareholders depending on the extent to which the underwriters over-allotment option is exercised so that our initial shareholder will maintain ownership of 25% of our issued and outstanding shares after this offering. Our company seeks to structure incentives in a way that aligns interests from an economic perspective of our public shareholders, Table of Contents our initial shareholders and the target to our initial business combination. As such, we developed the alignment shares to reward long-term performance, while also minimizing dilution to our public shareholders. We believe that this structure emphasizes our long-term investment approach and helps us stand out among special purpose acquisition companies. The founder shares and alignment shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares and alignment shares, voting together as a single class, have the right to vote on the appointment and removal of directors, and continuing the company in a jurisdiction outside the Cayman Islands; the founder shares and alignment shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive (i) their redemption rights with respect to their founder shares, alignment shares and public shares in connection with the completion of our initial business combination; (ii) their redemption rights with respect to their founder shares, alignment shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering or (B) with respect to any other provisions relating to shareholders rights or pre-initial business combination activity; and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and alignment shares if we do not complete our initial business combination within 24 months from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we do not complete our initial business combination within the prescribed time frame. If we submit our initial business combination to our public shareholders for a vote, pursuant to the terms of letter agreements entered into with us, our sponsor, officers and directors have agreed to vote their founder shares, alignment shares and any public shares purchased during or after this offering, in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares and alignment shares, we would need 11,666,667, or approximately 33.3%, of the 35,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have Table of Contents our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised); the founder shares will automatically convert into our Class A ordinary shares on the first business day following the completion of our initial business combination as described below adjacent to the caption Founder shares and alignment shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; the alignment shares will automatically convert into our Class A ordinary shares at the earlier of (i) a time after the completion of our initial business combination in which the last reported sale price of our Class A ordinary shares for any 10 trading days within a 20-trading day period equals or exceeds: $15.00 if occurring before the third anniversary of our initial business combination; $23.00 if occurring before the sixth anniversary of our initial business combination; or $35.00 if occurring before the ninth anniversary of our initial business combination, and (ii) subsequent to the completion of our initial business combination, the date on which we complete a merger, share exchange, reorganization or other similar transaction that results in both a change of control and all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, in each case, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below adjacent to the caption Founder shares and alignment shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; the alignment shares will be returned to us for cancellation in the event that they have not converted into our Class A ordinary shares nine years after our initial business combination; and the founder shares and alignment shares are entitled to registration rights. See Description of Securities Founder Shares and Alignment Shares. Transfer restrictions on founder shares and alignment shares Our initial shareholders have agreed not to transfer, assign or sell any of their: founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) the Table of Contents date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; alignment shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of: (A) their conversion into Class A ordinary shares; and (B) subsequent to our initial business combination, the date on which we complete a merger, share exchange, reorganization or other similar transaction that results in both a change in control and all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Shareholders Restrictions on Transfers of Founder Shares, Alignment Shares and Private Placement Warrants. Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares and alignment shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of our initial business combination or (2) if we complete a transaction after our initial business combination which results in all of our shareholders having the right to exchange their shares for cash, securities or other property, the converted Class A ordinary shares will be released from the lock-up. Pursuant to the letter agreement, our initial shareholders have also agreed to return to us for cancelation the alignment shares in the event that they have not converted into Class A ordinary shares nine years after our initial business combination. Founder shares and alignment shares conversion and anti-dilution rights The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following our initial business combination, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. The Class C ordinary shares will automatically convert into Class A ordinary shares at the earlier of (i) our meeting certain share price performance thresholds following the completion of our initial business combination, and (ii) subsequent to the completion of our initial business combination, the date on which we complete a Table of Contents merger, share exchange, reorganization or other similar transaction that results in both a change of control and all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, in each case, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, except if such is the result of the conversion of our Class B ordinary shares or Class C ordinary shares, the ratio at which the Class B ordinary shares and Class C ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares and Class C ordinary shares, as applicable in each case, agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares and Class C ordinary shares will equal, in the aggregate, on an as-converted basis, 10% and 15%, respectively, of the sum of (i) the total number of our issued and outstanding ordinary shares upon completion of this offering, plus (ii) the total number of ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity- linked securities (as defined herein) or deemed issued by the company in connection with or in relation to the completion of the initial business combination, excluding (1) any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination, and (2) any private placement warrants issued to our sponsor or any of its affiliates upon conversion of working capital loans. Any conversion of Class B ordinary shares or Class C ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares or Class C ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will Class B ordinary shares or Class C ordinary shares convert into Class A ordinary shares at a rate of less than one to one. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares and alignment shares, voting together as a single class, will have the right to vote on the appointment and removal of directors, and continuing the company in a jurisdiction outside the Cayman Islands. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of our Class B ordinary shares and Class C ordinary shares, voting together as a single class in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business Table of Contents combination, except as required by law, holders of our founder shares, holders of our alignment shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial business combination. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 6,000,000 private placement warrants (or 6,700,000 private placement warrants if the underwriters over- allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per whole warrant ($9,000,000 in the aggregate or $10,050,000 in the aggregate if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $350,000,000 (or $402,500,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete an initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable (except as set forth under Description of Securities Warrants Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Our sponsor, as well as its permitted transferees, have the option to exercise the private placement warrants on a cashless basis. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the Table of Contents completion of our initial business combination (except as described herein under the section of this prospectus entitled Principal Shareholders Restrictions on Transfers of Founder Shares, Alignment Shares and Private Placement Warrants ). Proceeds to be held in trust account Of the proceeds, we will receive from this offering and the sale of the private placement warrants described in this prospectus, $350,000,000, or $402,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated non-interest bearing trust account located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company, acting as trustee, and $2,000,000 will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed into the trust account include $12,250,000 (or $14,087,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if such funds are held in an interest-bearing account, the funds held in the trust account will not be released until the earliest to occur of: (a) the completion of our initial business combination; (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to shareholders rights or pre-initial business combination activity; and (c) the redemption of all of our public shares if we have not completed our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we are unable to complete an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, if the funds held in the trust account are held in an interest-bearing account, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. Table of Contents Immediately following the completion of this offering, the proceeds will not be invested and will be held in a non-interest bearing trust account. If, in the future, the proceeds held in the trust account are invested, then the proceeds will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year and no exercise of the underwriter s over-allotment option, we estimate the interest earned on the trust account in the future would generate approximately $350,000 per year; however we can provide no assurances regarding this amount. Except as described above, unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $525,000 in working capital after the payment of approximately $1,475,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. NYSE rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our Board is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or an independent accounting firm. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial Table of Contents business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial shareholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination where otherwise permissible under applicable laws, rule and regulations. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going- private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases of Our Securities for a description of how our initial shareholders, directors, executive officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain Table of Contents amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the completion of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if such funds are held in an interest- bearing account (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor and each member of our management team have each entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, alignment shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination or otherwise. Limitation on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, Table of Contents (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to Table of Contents vote therein and who vote at a general meeting. In such case, pursuant to the terms of a letter agreement entered into with us, our initial shareholders and each member of our management team have agreed (and their permitted transferees will agree) to vote their founder shares and alignment shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares and alignment shares, we would need 11,666,667, or approximately 33.3%, of the 35,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). The other members of our management team have entered into agreements similar to the one entered into by our sponsor with respect to any public shares acquired by them in or after this offering. Each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Table of Contents Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof. Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of Table of Contents cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Our sponsor, directors and each member of our management team have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares, alignment shares or public shares redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares or alignment shares through a permitted transfer from our sponsor, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public shareholder and subject to the 15% limitation in connection with any such redemption right. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who exercise their redemption rights as described above under Proposed Business Redemption Rights for Public Shareholders upon Completion of our Initial Business Combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers and directors have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we have not completed an initial business combination within 24 months from the closing of this offering, we will; (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if such Table of Contents funds are held in an interest-bearing account (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we do not complete an initial business combination within 24 months from the closing of this offering. Our sponsor, directors and each member of our management team have each entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder and alignment shares if we do not complete an initial business combination within 24 months from the closing of this offering. However, if our sponsor, directors or members of our management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we do not complete an initial business combination within 24 months from the closing of this offering. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within 24 months from the closing of this offering, or with respect to any other provisions relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if such funds are held in an interest-bearing account (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Table of Contents public shares, subject to the limitations described above under Proposed Business Limitations on Redemptions. For example, our Board may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the completion of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Payments to insiders There will be no restrictions on payments made by the company to our sponsor, officers or directors, or our or their affiliates. We expect that some or all of the following payments will be made to our sponsor, officers or directors or our or their affiliates: Repayment of up to an aggregate of $500,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Reimbursement of legal fees and expenses incurred by our sponsor, officers or directors in connection with our formation, the initial business combination and their services to us; Payment of a finder s fee, consulting fee or other compensation and reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination and performing due diligence on suitable business candidates; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, provided, that if we do not complete an initial business combination, a portion of the working capital held outside the trust account may be used by us to repay such loaned amounts so long as no proceeds from the trust account are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity, at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Table of Contents Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. However, prior to the completion of our business combination, we shall not make any payments to our sponsor, officers or directors, or our or their affiliates from the proceeds of this offering and the sale of the private placement warrants held in the trust account. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering held outside the trust account or from loans made to us by our sponsor or (ii) in connection with or after the completion of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of interest Investment vehicles managed by Bridgeport Partners or its affiliates may compete with us for acquisition opportunities. If these investment vehicles decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Bridgeport Partners, including by our Founder, may be suitable for both us and for a current or future Bridgeport Partners investment vehicles and may be directed to such investment vehicle rather than to us. Neither our Founder nor members of our management team who are also employed by certain affiliates of Bridgeport Partners have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member solely in his or her capacity as an officer of the company. Our Founder and/or our management, in their capacities as officers or managing directors of Bridgeport Partners in their other endeavors, may be required to present potential business combinations to the related entities described above, current or future Bridgeport Partners investment vehicles, or third parties, before they present such opportunities to us. All of our officers and certain of our directors have duties to Bridgeport Partners and to certain other companies, including in which Bridgeport Partners has invested or managed. These entities, including Trebia, may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be Table of Contents precluded from pursuing that opportunity. Subject to his or her fiduciary duties under Cayman Islands law, none of the members of our management team who are also employed by our sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. As a result, all of our officers and certain of our directors may offer acquisition opportunities to companies that they are officers or directors of and to certain other companies, including in which Bridgeport Partners has invested or managed, as applicable, before we can pursue such opportunities. However, we do not expect these duties to present a material conflict of interest with our search for an initial business combination. We believe that some of the conflicts of interest with Bridgeport Partners will be naturally mitigated, to some extent, by the differing nature of the acquisition targets that Bridgeport Partners typically considers most attractive for its investment vehicles and the types of acquisitions we expect our company to find most attractive. As a result of due diligence from the broader platform, we may become aware of a potential transaction that is not a fit for the traditional investing activities of Bridgeport Partners but that is an attractive opportunity for us. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, other blank check companies, including in connection with their initial business combinations prior to completion of our initial business combination. Furthermore, our sponsor, officers and directors may have a greater financial interest in the performance of such other affiliated entities than our performance. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to other blank check companies with which they may become involved. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our sponsor, Bridgeport Partners or third parties, before they present such opportunities to us, subject to their fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. We do not believe, however, that the duties of our officers or directors will materially affect our search for an initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate Table of Contents opportunity for any director or officer, on the one hand, and us, on the other. For more information, see the section entitled Management Conflicts of Interest. Although we have no formal policy in place for vetting potential conflicts of interest, our Board will review any potential conflicts of interest on a case-by-case basis. In particular, an affiliate of our sponsor is currently sponsoring one other blank check company, Trebia. Trebia may seek to complete a business combination in any location and is focusing on business combinations in the technology industry. Further, Mr. Martire, our Founder and director, serves as a director of Trebia. Any such companies, including Trebia, may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts would materially affect our ability to identify and pursue initial business combination opportunities or complete our initial business combination, because our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously and we are not limited by industry or geography in terms of the acquisition opportunities we can pursue. With respect to Trebia, Bridgeport Partners has a co-sponsor arrangement with Trasimene Capital and Trebia has a different President who will be leading the search for its business combination target. In addition to the above, our Founder, officers and directors are not required to commit any specific amount of time to our affairs, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any member of our management team will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process. Accordingly, our Founder, officers and directors may have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See Risk Factors Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented. For a complete discussion of our executive officers and directors business affiliations and the potential conflicts of interest that you should be aware of, please see the sections of this prospectus entitled Management Founder, Officers, Directors and Director Nominees and Management Conflicts of Interest. Table of Contents Indemnity Our sponsor has agreed that they will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our taxes if the funds in the trust account are held in an interest-bearing account. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. RISKS We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001848558_spindletop_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001848558_spindletop_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3732ee269905c70df9ecfd79434e51faae77932d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001848558_spindletop_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: affiliates of our sponsor are to Spindletop Capital Management, LLC (collectively, Spindletop ); common stock are to our Class A common stock and our Class B common stock, collectively; directors are to our current directors named in this prospectus; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in connection with our initial business combination including but not limited to a private placement of equity or debt; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein (for the avoidance of doubt, such shares of Class A common stock will not be public shares ); initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); management or our management team are to our officers; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor (or permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination; sponsor are to Spindletop Health Sponsor Group, LLC, a Delaware limited liability company; warrants are to our redeemable warrants, which include the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; and we, us, Company, our or our Company are to Spindletop Health Acquisition Corp. Each unit consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Table of Contents Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. GENERAL Our Company We are a newly-incorporated blank check company incorporated on February 17, 2021 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will seek to capitalize on the more than 200+ years of combined healthcare experience of our executive team, special advisors and board of directors. We believe our team s distinctive and complementary backgrounds can have a transformative impact on a target healthcare business. Although we may pursue an acquisition opportunity in any business industry, sector or geographical location, we intend to focus our investment efforts broadly across the entire healthcare and healthcare-related industries in the United States, with an emphasis on healthcare services, healthcare information technology, insurance and related products, biotechnology, pharmaceuticals, medical devices, and diagnostics. Our strategy will be to identify, acquire and, after our initial business combination, build a healthcare or healthcare-related business. Investment opportunities will be sourced through the team s proprietary and differentiated network, built over decades of investing in, operating and growing healthcare businesses. The company will employ a disciplined and highly-selective investment process that focuses on accessing differentiated opportunities through deep relationships with executives, advisors and intermediaries to enhance the growth potential and value of a target business and provide opportunities for an attractive return to our stockholders. Our sponsor is an affiliate of Spindletop, an Austin-based healthcare investment firm founded in 2011, focused on providing expansion capital for commercial-stage healthcare companies. We believe the experience of our team, broad network of strategic relationships with healthcare companies, deep understanding and expertise of the broader healthcare ecosystem and track record of value creation will allow us to source, identify and execute an attractive transaction and enhance value for our stockholders. Leveraging our significant operating, clinical, technical, and transactional experience across all sectors of healthcare, we believe our reputation as a trusted industry partner and our accomplished team of investment professionals and advisors provides a competitive advantage. The Spindletop team includes five investment professionals and eighteen operating partners and advisors representing a substantial collection of veteran healthcare leaders. Our Management Team, Board of Directors and Advisors Our management team, board of directors and advisors include investment professionals, healthcare industry veterans, clinicians and academics with significant experience across executive leadership, operations oversight, financial and accounting, corporate strategy, reimbursement, healthcare policy and economics, private equity investment management, capital markets, mergers and acquisitions and public company governance. Through our collective access to contacts and relationships, ranging from owners of private and public companies, private equity and venture capital funds, investment bankers, attorneys, accountants and business brokers, we are well-positioned to take advantage of the growing set of acquisition opportunities focused on the healthcare industry to consummate an attractive transaction for our stockholders and to execute upon various value creation initiatives after successful completion of our business combination. Executive Officers Evan S. Melrose, M.D., MBA, serves as our Chief Executive Officer, Chief Financial Officer and on our board of directors. With 25 years of experience in the healthcare industry, Dr. Melrose has significant expertise Table of Contents across public and private healthcare investing. As the Founding Managing Director of Spindletop Capital, Dr. Melrose provides pivotal expansion capital for healthcare investments. Prior to Spindletop, he was Founding Managing Director of PTV Sciences, an Austin-based venture capital firm, and a Director with Burrill & Company, a San Francisco-based life science private equity/venture capital firm. Dr. Melrose has extensive operating, capital markets and mergers and acquisitions experience, including selling companies to SPACs and many initial public offerings. His extensive current and prior board memberships include Bioventus (NASDAQ: BVS), Castle Biosciences, Inc. (NASDAQ: CSTL), Intersect ENT (NASDAQ: XENT), Asuragen, BioSET (acquired by Ferring Pharmaceuticals), BioForm Medical (NASDAQ: BFRM), BioMimetic Therapeutics (NASDAQ: BMTI), Inhibitex (NASDAQ: INHX), HNI Healthcare, Sanova Dermatology, and Spindletop Pain Holdings. Dr. Melrose s broad experience as a physician includes: clinical practice, faculty appointments at the University of California- San Francisco, University of Pennsylvania and Baylor College of Medicine, outcomes and biomedical research, and work in health policy on Capitol Hill. He has served in leadership roles in organized medicine and has received multiple leadership awards including the AMA/Glaxo Achievement Award. He has served on the boards and executive committees of several leadership nonprofits including the Texas Lyceum, Texas Business Hall of Fame Foundation and is a member of Austin Chapter of YPO. In 2013 the National Association of Corporate Directors (NACD) elected him as a NACD Board Leadership Fellow, their highest level of credentialing for corporate directors. Dr. Melrose is a Health Innovator Fellow of the Aspen Institute and a member of the Aspen Global Leadership Network. From February 2011 to present, Dr. Melrose has served as the Founding Managing Director of Spindletop Capital. From May 2012 to present, Dr. Melrose has served on the board of directors for Bioventus, where he also served on the nominating and corporate governance committee from May 2012 to June 2016. From March 2015 to present, Dr. Melrose has served on the board of directors for HNI Healthcare. From October 2015 through July 2019, Dr. Melrose served on the board of directors for Intersect ENT. From June 2017 to present, Dr. Melrose has served on the board of directors for Sanova Dermatology. From May 2018 to present, Dr. Melrose served on the board of directors for Spindletop Pain Holdings. Dr. Melrose received his B.A. from the University of Pennsylvania, his M.D. from Indiana University School of Medicine and an MBA from The Wharton School of Business. He is a member of YPO International, a Board Leadership Fellow of the National Association of Corporate Directors. Dr. Melrose served as a prestigious Health Innovator Fellow for the Aspen Institute and was admitted into the Aspen Global Leadership Network. Dr. Melrose s qualifications to serve as an officer and on our board of directors include his significant healthcare investment, operational and financial expertise. Kelly Huang, Ph.D., serves as our Chief Operating Officer. Dr. Huang brings over 25 years of experience leading global businesses in life sciences and consumer healthcare. He currently serves as Chief Operating Officer of Cardea Bio developing novel, multi-omics biosensors and a Managing Director with Spindletop. His prior roles include Head of the Nutri-Therapeutic Division and Chief Operating Officer of L-Nutra, Inc., a leading nutri-tech company; President, Chief Executive Officer, Chief Operating Officer and a member of the board of directors, and for Obalon Therapeutics (NASDAQ: OBLN) focusing on obesity medicine; and General Manager of Nestle Skin Health s Galderma LP aesthetics business, providing commercial leadership for iconic brands including Restylane, Dysport and Sculptra. Previously, Dr. Huang also served as President of the Urology Device and Services business at HealthTronics. Prior to HealthTronics, Dr. Huang spent 16 years with Johnson & Johnson (NYSE: JNJ), including as Vice President of Research & Development and corporate officer of Neutrogena Corporation and as Vice President with Johnson & Johnson Development Corporation. From April 2015 through September 2017, Dr. Huang served as the General Manager of Nestle Skin Health s Galderma LP aesthetics business. From September 2017 to January 2019, Dr. Huang Served as head of Chief Operating Officer for Obalon Therapeutics. From January 2019 through May 2019, Dr. Huang served as President, Chief Executive Officer, and a member of the board of directors of Obalon Therapeutics. From January 2020 through September 2020, Dr. Huang served as Chief Operating Officer of L-Nutra, Inc. From October 2020 through May 2021, Dr. Huang served as Head of the Nutri-Therapeutic Division of L-Nutra, Inc. Dr. Huang earned a B.S. in Chemical Engineering from the University of Massachusetts at Amherst, and a M.S. Table of Contents and Ph.D. in Chemical Engineering from Stanford University. He is a Board Leadership Fellow of the National Association of Corporate Directors and currently serves on the boards of Sanova Dermatology, the Princeton Innovation Accelerator (USA Hub of Commonwealth Center for Digital Health) and on the editorial board of American Drug and Health Benefits. Steven Whitlock, MBA, serves as our Secretary. Mr. Whitlock has over 30 years of experience in the orthopedic industry, as well as an investor, having co-founded Path4 Ventures and served as an Operating Venture Partner with PTV Sciences. He currently serves as a Managing Director of Spindletop. During his tenure working in the venture space, he co-founded LDR Spine USA, where he served as President and CEO at its inception, and VP Clinical Study Relations (NASDAQ: LDRH, was acquired by Zimmer Biomet in 2016 for $1 billion following its 2013 IPO), and Spinal Restoration. Mr. Whitlock served on the boards of LDR Holdings, Spinal Restoration (TX), and held Board Observer Rights with Ortho Kinematics (TX). Mr. Whitlock began his career with Centerpulse Orthopedics (formerly Intermedics and Sulzer Orthopedics) where he held various executive management roles in Global Research and Development, New Business Development, and Global Products in the areas of total joints, sports medicine, trauma, and orthobiologics. He was also a member of the executive team responsible for the company turnaround following the largest product recall in orthopedic devices, leading to an acquisition by Zimmer in 2003 for $3.2 billion. Mr. Whitlock has held varying Management Consulting roles with several private companies including: Molecular Matrix (CA), Bioventus LLC (NC), Integrity Implants (FL) and TruCell LLC (TX). From December 2011 to present, Mr. Whitlock has served as Managing Director with Spindletop. From October 2009 to present, Mr. Whitlock has served as Owner and President of his company, Straightway Ventures LLC. From January 2018 to August 2019, Mr. Whitlock served as Management Consultant for Molecular Matrix Inc. From October 2019 through October 2020, Mr. Whitlock served as Management Consultant for Bioventus LLC. From October 2020 to present, Mr. Whitlock served as Management Consultant for Integrity Implants Inc. From July 2021 to present Mr. Whitlock served as Management Consultant for TruCell LLC. Mr. Whitlock holds a B.S. in Mechanical Engineering degree from Texas A&M University and an MBA from Embry-Riddle Aeronautical University. JD Moore, MBA, serves as our Senior Vice President, Corporate Development. Mr. Moore brings deep experience in growing global businesses and platforms. He has been responsible for global strategy and business development functions for several medical device companies whose activities included strategic partnerships, minority investments, joint ventures and acquisitions. Most recently, he was head of Business Development for Spindletop Pain Management, an affiliate of ours and leading provider of interventional pain management services. Previously, Mr. Moore served as Head of Business Development and Strategy for Johnson & Johnson (NYSE: JNJ), Head of Strategy and Business Development for Medtronic Diabetes (NYSE: MDT) and Head of Mergers and Acquisitions for CareFusion Corp. Prior to his corporate executive experience, he was an investment banker in New York focused on mergers and acquisitions in the healthcare services and medical device sectors with JP Morgan and Credit Suisse. From May 2015 through May of 2017, Mr. Moore served as Head of Strategy and Business Development for Medtronic Diabetes. From May 2017 through July 2019, Mr. Moore served as Head of Business Development and Strategy for Johnson & Johnson. From July 2019 through March 2021, Mr. Moore served as head of Business Development for Spindletop Pain Management. Mr. Moore received an MBA from Michigan Ross School of Business and a BBA from the University of Texas at Austin. He is a member of the University of Texas Development Board and the McCombs School of Business Healthcare Innovation Advisory Council. Board of Directors and Advisors Our highly-accomplished group of board members and advisors will assist in the identification, diligence and execution of the initial business combination. Collectively this group provides both breadth and depth to our executive team s capabilities. It is anticipated that members of our corporate and advisory boards may offer the additional benefit of their experience to target companies post-merger should there be mutual interest. Table of Contents James H. Henry, CPA, serves as our Chairman of the Board. Mr. Henry is currently employed in the role of Advisor for Spindletop, a position he has held since December of 2019. James brings over 37 years of financial accounting experience from PricewaterhouseCoopers LLC (PwC), where he held numerous leadership and senior client roles, including Global Healthcare Leader, Vice Chair Industries & Sectors, and Managing Partner for the San Francisco area. As Healthcare Leader, Mr. Henry led the growth of PwC s Health Industries business to become a leading global consultancy and formed the Health Research Institute. He currently serves on the Board of Directors of Spindletop Pain Management Holdings, Unison Energy, and Lawrence Livermore National Security LLC. Previously, Mr. Henry served as an advisor to the Bay Area Council Economic Institute and UCSF s Global Health Group. From March 2010 through March 2017, Mr. Henry served as Managing Partner for the San Francisco area of PricewaterhouseCoopers LLC (PwC). From March 2017 to June 2018, Mr. Henry served as a Senior Client Partner with PwC. From June 2018 to the present he has served as an independent consultant and advisor, including as an advisor for Spindletop from December 2019 to the present. From April 2019 to present, Mr. Henry has served on the Board of Directors of Unison Energy. From February 2020 to present, Mr. Henry has served on the Board of Directors of Spindletop Pain Management Holdings. From July 2021 to present, Mr. Henry has served on the Board of Governors of Lawrence Livermore National Security, LLC. Mr. Henry earned a B.S. in Business Administration (Accounting) from San Diego State University. He is a Certified Public Accountant (CPA) in Texas and California and a member of the National Association of Corporate Directors. Mr. Henry s qualifications to serve on our board of directors include his healthcare and life sciences experience, his extensive knowledge of financial accounting, internal controls and public company reporting and his experience serving on the board of directors of other companies. Craig Cordola, MBA/MHA, FACHE, brings significant operating expertise within healthcare systems as Executive Vice President and Chief Operating Officer for Ascension, one of the largest Catholic healthcare organizations in the country with more than 150,000 associates and 40,000 affiliated providers. Mr. Cordola has overall responsibility for the healthcare and business operations in support of the Ascension Mission, as well as responsibility for Ascension subsidiaries including Medxcel Facilities Management and The Resource Group, Ascension s group purchasing organization. Mr. Cordola previously served as the President and Chief Executive Officer / Ministry Market Executive for Ascension Texas. He previously served as Senior Vice President of the Memorial Hermann Health System in southeast Texas as President of its Central/ West Region from March of 2015 to September of 2017. In this role, he also had executive responsibility for their academic relationship with The University of Texas Health Science Center - Houston. From March 2015 through September 2017, Mr. Cordola served as Senior Vice President of the Memorial Hermann Health System in southeast Texas as President of its Central/ West Region. From September 2017 through July 2019, Mr. Cordola served as President and Chief Executive Officer / Ministry Market Executive for Ascension Texas. From July 2019 to present, Mr. Cordola has served as Executive Vice President and Chief Operating Officer for Ascension, as well as responsibility for Ascension subsidiaries including Medxcel Facilities Management and The Resource Group, Ascension s group purchasing organization. Mr. Cordola earned his B.A. with honors from The University of Texas at Austin with a degree in Psychology and continued his studies at the University of Houston-Clear Lake, where he earned dual degrees with a Master of Healthcare Administration and an MBA. Mr. Cordola s qualifications to serve on our Board of Directors include his extensive healthcare system operations experience. Todd Fruchterman, M.D., PhD, brings his qualifications and experience as an M.D., Ph.D. and proven business executive in public medical device companies, with a demonstrated track record of scaling disruptive technologies. Dr. Fruchterman has been serving as President and Chief Executive Officer of Butterfly Network (NASDAQ: BFLY), a successful de-SPAC merger of Longview Acquisition Corp. and Butterfly Network. Previously, he was President of the Reliability Solutions segment of Flex (NASDAQ: FLEX), where he oversaw the Health Solutions, Automotive and Industrial business units. Prior to Flex, he served ten years at 3M Company (NYSE: MMM) where he held multiple roles. In his 23-year career, Dr. Fruchterman also held leadership positions at Kinetic Concepts, Inc., where he was Executive Vice President, Chief Technology Officer, and Chief Medical Officer; at Johnson & Johnson, where he held various key positions including directing worldwide Table of Contents biosurgical R&D for the Ethicon division; and at Response Genetics, Inc., where he was President, Chief Executive Officer, and Chief Operating Officer. Dr. Fruchterman is a member of the board of directors of Butterfly Network, Inc. Dr. Fruchterman has served on the board of Advanced Medical Technology Association, a medical device trade association, and was a core participant in the U.S. Department of HHS Innovation and Investment Summit. He has served on the Leonard Davis Institute of Health Economics Executive Advisory Board, BioMed SA Board, LifeScience Alley Board and the Board of the Texas Life Science Center. From August 2015 to May 2018, Dr. Fruchterman served as President and General Manager, Critical & Chronic Care Solutions for 3M Company. From May 2018 to September 2020, Dr. Fruchterman served as President and General Manager, Medical Solutions for 3M Company. From October 2016 through September 2020, Dr. Fruchterman served on the board of directors of Advanced Medical Technology Association. From December 2020 through February 2021, Dr. Fruchterman served as President of the Reliability Solutions segment of Flex. From February 2021 to present, Dr. Fruchterman has served as President, Chief Executive Officer, and on the board of directors of Butterfly Network, Inc. Dr. Fruchterman received his B.A. and M.D. from the University of Pennsylvania and his Ph.D. from the University of Louisville. Dr. Fruchterman s qualifications to serve on our board of directors include his extensive leadership, commercial, operational and technical experience in public healthcare companies. David Nash M.D., MBA, brings a career as a distinguished physician, academic scholar and public health expert. Dr. Nash is the Founding Dean Emeritus of the nation s first college of population health on the campus of Jefferson University in Philadelphia PA. He remains on an endowed chair in health policy, as the special assistant to the CEO of Jefferson Health, and a board member of the ACO affiliated with the health system. Dr. Nash had a 30-year career at Jefferson Health, and as a distinguished professor, helped usher in the era of public accountability for the outcomes of medical care, and more recently, the ascendancy of value-based payment and population health management. Dr. Nash is as a member of the board of directors for ANI Pharmaceuticals (NASDAQ: ANIP), a public company committed to affordable generic drugs, and serves on the audit committee and as chair of the nominating and corporate governance committee. Dr. Nash previously served as a board member for Humana (NYSE: HUM). He is currently a board member with The Geisinger Commonwealth School of Medicine. He has consulted for numerous companies in health information technology, biotech, continuing medical education, remote patient monitoring and other disruptive health-related technologies. From December 2009 through April 2019, Dr. Nash served on the board of directors for Humana, during which he served on the audit committee from December 2009 to May 2018 and the compensation committee from May 2018 to April 2019. From June 2009 until June 2019, Dr. Nash served as the Founding Dean Emeritus of the college of population health on the campus of Jefferson University. From June 2017 to present, Dr. Nash has served on the board of directors for The Geisinger Commonwealth School of Medicine. From October 2018 to present, Dr. Nash has served on the board of directors for ANI Pharmaceuticals. Dr. Nash received his M.D. from the University of Rochester, his MBA from the Wharton School of Business. Dr. Nash s qualifications to serve on our board of directors include a distinguished academic career, expertise in public health policy and his previous and current public board memberships. Bob McDonald, M.D., MBA, serves as our Senior Advisor. Dr. McDonald has 30 years of experience as a physician leader in reimbursement consulting with healthcare insurance and pharma expertise. Currently, he is the President and Founder of Aledo Consulting, Inc. He also currently serves as an Operating Venture Partner with Spindletop. Prior to this role, he served in a variety of senior medical and operations positions at Anthem Blue Cross and Blue Shield (NYSE: ANTM) and its predecessor company, The Associated Group, including Medical Director of Medical Policy, Medical Director of Anthem Prescription Management, LLC and Medical Director of Health Care Management, Anthem Inc. Prior to Anthem, at Eli Lilly and Company (NYSE: LLY) as a Health Economics Research Physician performing cost effectiveness analyses both as part of developmental trials and on site at health plans across the United States. Table of Contents From June 2004 to present, Dr. McDonald has served as President and Founder of Aledo Consulting, Inc. From June 2011 to present, Dr. McDonald has served as Operating Venture Partner with Spindletop. Dr. McDonald received his M.D. from the University of Texas Southwestern Medical School and his MBA from The Wharton School of Business. With respect to the above and below discussion, past experience or performance of Spindletop, our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of Spindletop, our management team or their respective affiliates as indicative of future performance. Our management team and their respective affiliates have been involved with a large number of public and private companies in addition to those identified above, not all of which have achieved similar performance levels. See Risk Factors Past performance by Spindletop, our management team, directors and advisors may not be indicative of future performance of an investment in the company or in the future performance of any business we may acquire. No member of our management team has any experience in operating special purpose acquisition companies. For a complete list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. Business Strategy Our investment strategy is to identify and complete our initial business combination with a company that leverages and complements the expertise of our team. Our selection process will benefit from our executive team and our directors unique industry experiences, broad and deep relationship network and deal sourcing capabilities to access a broad set of opportunities. This network has been developed through our executive team s demonstrated success both investing in and creating value in businesses across the healthcare value chain over various economic cycles, resulting in a distinctive set of competitive advantages and capabilities for our platform: Demonstrated track record: a track record of identifying and acquiring platforms that have grown significantly in value following an IPO; Differentiated sourcing and extensive network across healthcare: history of sourcing consistent with partner of choice based on deep relationships with management teams, public and private companies, investors, intermediaries and financing providers; Deep market access: differentiated insights based on extensive experience investing across the complex healthcare value chain, supported by bespoke access to experts and advisors within our team s network; Value creation: significant experience deploying a proven value creation toolkit including recruiting world-class talent, identifying value enhancements, delivering operating efficiencies and successfully integrating strategic acquisitions; Public market experience: understanding of public market performance and requirements, including a history of accessing the capital markets across business cycles; Stage flexibility: history of transacting across all stages of company life-cycles including early-stage, growth-stage and mature private equity; Partnership approach: ability to attract, enhance and advise management teams as they grow and transition from private to public markets; and Proven ability to navigate the rapidly-changing healthcare landscape: demonstrated ability to advise companies on strategic positioning and drive value through continued innovation, partnerships and relationships. Table of Contents Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that: serve a critical role in the healthcare ecosystem; possess platforms for continued growth led by outstanding management teams; enjoy barriers to entry in their markets; have durable revenue or the potential to develop a durable revenue base; drive innovation in their product or service offering; will maintain strong cash flow characteristics (low capital intensity, attractive free cash flow conversion); would benefit from our team s network and expertise including acquisition strategy, capital structure optimization and/or operational enhancements to drive growth; would benefit from being a public company by utilizing the broader access to capital; are family or founder-owned, venture or investor-backed or corporate divestitures; and can deliver attractive risk-adjusted returns for our stockholders across business cycles. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. Healthcare Market Opportunity We believe the healthcare sector represents an attractive target market given the industry s size, breadth and prospects for growth, and allows us to capitalize on the broad and unique investing experience of our management team. In addition, the COVID-19 global pandemic has significantly altered the healthcare services paradigm, and given this dislocation, we believe further opportunities are likely to be created. We believe the healthcare industry is attractive for a number of reasons: Large and Growing Market Opportunity. The healthcare industry represents a massive market opportunity. Total U.S. national health expenditure exceeded $3.8 trillion in 2019, and the Center for Medicare and Medicaid Services has estimated that total healthcare spending will approach 20% of total U.S. Gross Domestic Product by 2027. As of August 2019, the number of private companies in the healthcare industry is significant, with over 55,000 operating companies focused on various sub-sectors of the healthcare services continuum in the U.S. alone. Table of Contents Favorable Macro Trends. Total global healthcare expenditure has continued to grow recently at a pace substantially above the rate of inflation, and this growth is projected to continue, spurred by an aging population, increased prevalence of chronic disease and improved access to healthcare. While the magnitude of healthcare spending continues to grow, this expense has put significant pressure on public, private, and individual payors. This dynamic has offered opportunities to healthcare companies that can control cost and/or improve the overall quality of healthcare. Unprecedented investment opportunities in the healthcare sector are driven by an aging population, the growth of emerging markets, universal coverage and a drive to contain costs. Spindletop believes that healthcare will continue to perform well over the coming decade. In volatile and uncertain economic times, we believe prudent investments in healthcare-related areas can be an effective defensive measure. Disruptive companies in healthcare may provide more cost-effective care with better outcomes, earlier diagnosis and more personalized long-term benefits. Expansive Universe of Targets. We intend to focus our investment effort broadly across the healthcare industry, including the full continuum of healthcare services, healthcare information technology, insurance and related products, biotechnology, pharmaceuticals, medical devices and diagnostics. We believe that our investment and operating expertise in healthcare across multiple industry verticals will give us a large, addressable universe of potential targets. The diversity of the target universe and the number of sub-sectors maximize the likelihood that the management team will be able to identify and execute an attractive transaction. Our Competitive Advantages in Healthcare Unique Expertise Required to Invest in Healthcare. Our team believes that the complexity of the healthcare industry requires investors and management to have significant sector-specific knowledge and expertise to identify and appropriately analyze investment opportunities and successfully operate thereafter. Technical and scientific knowledge, an understanding of the reimbursement and regulatory environment, complex valuation and deal structuring, specialized accounting treatments, and regulatory and political uncertainty, among other considerations, may deter competition from other investors. Proven Ability to Innovate in Rapidly Changing Healthcare Landscape. Our team has extensive knowledge of a broad scope of healthcare companies and direct experience leading and advising such organizations to strategically position them for success in an ever-changing healthcare landscape. We believe this experience will enable us to successfully source and structure potential deals as well as ultimately drive growth and create value through continued innovation, partnerships and relationships, among other growth factors. Execution and Structuring Expertise for Complex Transactions. Our team believes that its industry expertise, execution experience and reputation allow them to source and complete transactions with structural attributes that create an attractive investment thesis. These types of transactions may be complex and require creative structuring, industry knowledge and expertise, rigorous due diligence, and extensive negotiation and documentation. In addition, complexity associated with healthcare payment mechanics are well understood by the management team and provide for a broader opportunity set. We believe that by focusing our investment activities on these types of transactions, we may be able to generate investment opportunities that have attractive risk/reward profiles based on their valuations and structural characteristics, enabling us to be advantaged investors in a complex industry. Significant Value-Add Capability. Our team s healthcare sector expertise and broad network of relationships can add significant value after consummation of a transaction. We anticipate that our team will be involved with a target company in a number of capacities, including: (i) assisting in setting strategic direction and priorities; (ii) designing specific performance improvement projects; (iii) helping to identify and recruit senior leaders and board members; (iv) advising on acquisition and financing transactions and the integration thereafter; (v) contributing market information; and (vi) developing a targeted investor relations program. Furthermore, our team is also experienced in directly navigating complex reimbursement and regulatory issues that many companies in healthcare have to manage over time. We believe that our management team s ability to identify Table of Contents and implement value creation initiatives for companies that they have led has been an essential driver of past performance and may be central to our acquisition strategy. Our Acquisition Process We will craft a priority list of companies based on our acquisition criteria. These companies will primarily be sourced through our team s extensive network of privileged relationships. Sourcing will be enhanced through our long-standing relationships with management teams, investment firms and intermediaries. In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, primary research, on-site visits, as well as a review of financial, operational, clinical, legal and other information which will be made available to us. We will lean heavily upon the decades of our management team s experience conducting diligence on a broad set of private and publicly held healthcare companies. We will call upon our team s own experience, as well as their network of relationships with chief executive officers, board members and members of executive management teams to provide specialized insights into their areas of expertise. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. We currently do not have any specific business combination under consideration. Certain of the members of our management team are employed by Spindletop, an affiliate of our sponsor. Our sponsor and its affiliates are continuously made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm, that our initial business combination is fair to our company from a financial point of view. Certain of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor these obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. Our amended and restated certificate of incorporation will provide that, prior to the consummation of our initial business combination, we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity Table of Contents is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and the director or officer is permitted to refer that opportunity to us without violating any legal obligation. Our officers and directors would continue to be subject to all other fiduciary duties owed to us and our stockholders and no other waivers of their respective fiduciary obligations have been provided to any such officers and directors. We do not have any plan for any waiver of the fiduciary duties of our officers and directors post-business combination. Members of our management team may directly or indirectly own our common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. Initial Business Combination As required by NASDAQ rules, our initial business combination will be approved by a majority of our independent directors. NASDAQ rules also require that we must complete our initial business combination with one or more businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting discounts held in trust and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of net assets test. Our board of directors will make the determination as to the fair market value of our initial business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of net assets test, as well as the basis for our determinations. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. We may structure our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities Table of Contents of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of NASDAQ s 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of that fiscal year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Our executive offices are located at 3571 Far West Blvd., Suite 108, Austin, TX 78731 and our telephone number is (512) 961-4633. Our website address is www.spindletophealth.com. The information contained on our website is not incorporated by reference into this prospectus. Table of Contents THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Securities offered 20,000,000 units (23,000,000 if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-half of one redeemable warrant. Proposed Nasdaq symbols Units: SHCAU Class A common stock: SHCA Warrants: SHCAW Trading commencement and separation of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the representatives inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. In no event will the Class A common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Table of Contents Units: Number outstanding before this offering 0 Number outstanding after this offering 20,000,0001 Common stock: Number outstanding before this offering 5,750,000 shares of Class B common stock2 Number outstanding after this offering 25,000,000 shares of Class A common stock and Class B common stock1,3,4 Redeemable Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 11,400,0001 Number of warrants to be outstanding after this offering and the private placement 21,400,0001 Exercisability Each whole warrant is exercisable to purchase one share of our Class A common stock, subject to adjustment as provided herein, and only whole warrants are exercisable. We structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of an initial business combination as compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per share of Class A common stock, subject to adjustment as described herein. 1 Assumes no exercise of the underwriters over-allotment option. 2 Includes up to 750,000 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. 3 Comprised of 20,000,000 shares of Class A common stock and 5,000,000 shares of Class B common stock (or founder shares). The Class B common stock is automatically convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. 4 Assumes the forfeiture by our sponsor of 750,000 founder shares. Table of Contents In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below in Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 and Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described below in Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The transfer of already issued securities held by the Sponsor in connection with the closing of our initial business combination will not be included in the calculation of the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including our (i) failure to have an effective registration statement by the 90th business day after the closing of the initial business combination as described in the immediately following paragraph or (ii) as a result of a notice of redemption described below under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption rights even if we are unable to register or qualify the underlying securities for sale under the applicable state securities laws. Table of Contents We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that within twenty (20) business days after the later of the first date on which the warrants are exercisable and the date on which the Company receives any warrant holder request for such registration, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause such registration statement to become effective within 45 business days after the filing of such registration statement and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if shares of our Class A common stock are at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 90th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; if, and only if, the last reported sale price of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which Table of Contents we send the notice of redemption to the warrant holders (the Reference Value ) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities). We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising holder to pay the exercise price for each warrant being exercised. None of the private placement warrants will be redeemable by us (except as described below under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ) so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities-Warrants-Public Stockholders Warrants based on the redemption date and the fair market value of our Class A common stock (as defined below); if, and only if, the Reference Value equals or exceeds $10.00 per public share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities); and if, and only if, the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the private placement warrants are concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A common stock for the above purpose shall mean the volume-weighted average price of our Class A common stock as reported during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the Table of Contents final fair market value no later than one business day after the ten-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A common stock to be issued to the holder. Please see the section of this prospectus entitled Description of Securities-Redeemable Warrants-Public Stockholders Warrants for additional information. Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination. Founder shares In February 2021, our sponsor purchased 5,750,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. Prior to the initial investment in the Company of $25,000 by our sponsor, the Company had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering. As such, our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). Neither our sponsor nor any of our officers or directors have expressed an intention to purchase any units in this offering. Up to 750,000 founder shares will be subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised so that our initial stockholders will maintain ownership of 20% of our common stock after this offering. We will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to the founder shares prior to consummation of this offering should the size of the offering change, in order to maintain such ownership percentage. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the election of directors prior to our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are shares of Class B common stock that automatically convert into shares of our Class A common stock at the time of our initial business combination, or at any time Table of Contents prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; the founder shares are subject to certain transfer restrictions, as described in more detail below; our initial stockholders have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 15 months from the closing of this offering or during any extended time that we have to consummate a business combination beyond 15 months including (a) an additional three months to a total of 18 months if we have filed (i) a Form 8-K including a definitive merger or acquisition agreement or (ii) a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 15-month period, (b) up to two instances of an additional three months per instance for a total of up to 18 months or 21 months, respectively, by depositing into the trust account for each three month extension in an amount equal to $0.10 per unit or (c) for an additional period as a result of a stockholder vote to amend our amended and restated certificate of incorporation (in each case, an Extension Period ), although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed timeframe; pursuant to the letter agreement, our initial stockholders have agreed to vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination. If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock represented in person or by proxy, voted at a stockholder s meeting are voted in favor of the initial business combination, or as otherwise required by the Delaware General Corporation Law (the DGCL ). As a result, in addition to our initial stockholders founder shares, we would Table of Contents need only 7,500,001, or 37.5% (assuming all outstanding shares are voted and the over-allotment option is not exercised), or 1,250,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described under the section of this prospectus entitled Principal Stockholders-Restrictions on Transfers of Founder Shares and Private Placement Warrants ). Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Founder shares conversion and anti- dilution rights The shares of Class B common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon the completion of this offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Table of Contents initial business combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in the initial business combination, and any private placement-equivalent warrants issued to our sponsor or its affiliates upon conversion of loans made to us). Holders of founder shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Securities could be deemed issued for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Election of Directors; Voting Rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by a resolution passed by holders of a majority of our Class B common stock. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Each of our directors will hold office for a two-year term. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 11,400,000 private placement warrants (or 12,600,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a price of $1.00 per whole warrant (including if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $204.0 million (or $234.6 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 15 months from the closing of this offering or during any Extension Period, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under Description of Securities-Redeemable Warrants-Public Stockholders Warrants-Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by the Table of Contents sponsor or its permitted transferees (see Description of Securities-Redeemable Warrants-Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described under the section of this prospectus entitled Principal Stockholders-Restrictions on Transfers of Founder Shares and Private Placement Warrants ). Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00, they would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value (as defined below) of our Class A common stock over the exercise price of the warrants by (y) the fair market value. The fair market value shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds from this offering and the sale of Table of Contents the private placement warrants, $204,000,000, or $10.20 per unit ($234,600,000, or $10.20 per unit, if the underwriters over-allotment option is exercised in full) will be placed into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee. These proceeds include $7,000,000 (or up to $8,050,000 if the underwriters overallotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our franchise and income tax obligations (less up to $100,000 interest to pay dissolution expenses), the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering or during any Extension Period or (ii) with respect to any other provision relating to stockholders rights or pre-business combination activity, and (c) the redemption of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering or during any Extension Period, subject to applicable law. Public stockholders who redeem their shares of Class A common stock in connection with a stockholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we are unable to complete an initial business combination within 15 months from the closing of this offering or during any Extension Period with respect to such shares of Class A common stock so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Except as described above with respect to the payment of franchise and income taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account, if invested, will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof. Table of Contents Based upon current interest rates, we expect the trust account to generate approximately $204,000 of interest annually assuming an interest rate of 0.1% per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $2,800,000 in working capital after the payment of approximately $600,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of an initial business combination. Conditions to completing our initial business combination As required by Nasdaq rules, our initial business combination will be approved by a majority of our independent directors. Nasdaq rules also require that we must complete our initial business combination with one or more businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting discounts held in trust and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of net assets test. Our board of directors will make the determination as to the fair market value of our initial business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of net assets test, as well as the basis for our determinations. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a Table of Contents significant amount of uncertainty as to the value of a target s assets or prospects. There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. We may structure our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their respective affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to Table of Contents engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase public shares or public warrants in such transactions prior to completion of our initial business combination. See Proposed Business-Permitted Purchases of Our Securities for a description of how our sponsor, initial stockholders, directors, officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. Table of Contents The amount in the trust account is initially anticipated to be $10.20 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights may include the requirement that a beneficial holder must identify itself in order to validly redeem its public shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination or otherwise. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the initial vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which may include the requirement that a beneficial holder must identify itself in order to validly redeem its public shares. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirements. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval, while direct mergers with our Company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules. Table of Contents If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. Whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of deferred underwriting commissions (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, stockholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. Table of Contents If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock entitled to vote thereon are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need only 7,500,001, or 37.5% (assuming all outstanding shares are voted and the over-allotment option is not exercised), or 1,250,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the overallotment option is not exercised), of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the initial vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of deferred underwriting commissions (so that we are not subject to Table of Contents the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against an initial business combination if such holder s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. Table of Contents However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Redemption rights in connection with proposed amendments to our certificate of incorporation Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. Under our amended and restated certificate of incorporation, we may not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation or on our initial business combination or that would entitle holders thereof to receive funds from the trust account. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our initial stockholders have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering or during any Extension Period or (ii) with respect to any other provision relating to stockholders rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our initial stockholders have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination. Table of Contents Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination. We will use the remaining funds to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation will provide that we will have only 15 months from the closing of this offering to complete our initial business combination, subject to an applicable Extension Period. If we do not complete our initial business combination within such 15-month period or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 15-month time period. Our initial stockholders have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination Table of Contents within 15 months from the closing of this offering or during any Extension Period. However, if our initial stockholders acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 15-month time period. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, non-cash payments, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: Repayment of loans of up to an aggregate of $300,000 made to us by our sponsor to cover offering related and organizational expenses; Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $2,000,000 of such loans may be converted into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such working capital loans by our sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors to, among other things, monitor compliance with the terms described above and the other Table of Contents terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled Management-Committees of the Board of Directors-Audit Committee. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our Company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers, directors or members of our sponsor will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Conflicts of Interest Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Delaware law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and it is an opportunity that we are able to complete on a reasonable basis. Table of Contents Our directors, officers, Spindletop, or their respective officers and affiliates may become involved with subsequent blank check companies similar to our Company. Spindletop (but not our independent directors) has agreed not to separately participate in the formation of, or become a sponsor or an officer of, any similar blank check company with a class of securities registered under the Exchange Act before we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 15 months after the closing of this offering or during any Extension Period. Table of Contents Risks We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see the section of this prospectus entitled Proposed Business-Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Summary financial data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. June 30, 2021 Actual As Adjusted Balance Sheet Data: Working capital (deficiency)(1) $ (440,479 ) $ 185,633,735 Total assets(2) $ 502,118 $ 206,822,332 Total liabilities(3) $ 479,786 $ 21,188,597 Value of ordinary shares subject to possible conversion, tender(4) $ 204,000,000 Stockholders equity(5) $ 22,332 $ (18,366,265 ) (1) The as adjusted calculation includes $204,000,000 of cash held in trust from the proceeds of this offering and the sale of the private warrants, plus $2,800,000 of cash held outside the trust account, plus $22,332 of actual stockholders equity on June 30, 2021, less $7,000,000 of deferred underwriting commissions and $14,188,597 of warrant liability. (2) The as adjusted calculation includes $204,000,000 of cash held in trust from the proceeds of this offering and the sale of the private warrants, plus $2,800,000 of cash held outside the trust account, plus $22,332 of actual stockholders equity on June 30, 2021. (3) The as adjusted calculation equals $7,000,000 of deferred underwriting commissions, and $14,188,597 of warrants liabilities, assuming the over-allotment option is not exercised. (4) The as adjusted calculation equals the as adjusted total assets, less the as adjusted total liabilities, less the as adjusted stockholders equity either immediately prior to or upon consummation of our initial business combination. (5) Excludes 20,000,000 shares of Class A common stock purchased in the public market which are subject to conversion in connection with our initial business combination. The as adjusted calculation equals the as adjusted total assets, less the as adjusted total liabilities, less the value of common stock that may be converted in connection with our initial business combination ($10.20 per share). If our initial business combination is not completed within 15 months from the closing of this offering or during any Extension Period, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our initial stockholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within such 15-month time period or during any Extension Period. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001848694_denham_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001848694_denham_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9aede40eb875e4385f85a9fb3154e92482a5586b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001848694_denham_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires: amended and restated memorandum and article of association refers to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Act refers to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; Denham refers to Denham Capital Management LP; founder shares refers to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial stockholders are to holders of our founder shares prior to this offering ordinary shares refers to our Class A ordinary shares and our Class B ordinary shares; private placement warrants refers to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares refers to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders refers to the holders of our public shares, including our sponsor and our directors and executive officers if and to the extent they purchase public shares, but their status as a public shareholder will only exist with respect to such public shares; sponsor refers to Denham SPAC Sponsor I LLC, a Cayman Islands limited liability company; and we, us, our, company or our company refers to Denham Sustainable Performance Acquisition Corp., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS Subject to Completion, Dated April 5, 2021 Denham Sustainable Performance Acquisition Corp. $200,000,000 20,000,000 Units Denham Sustainable Performance Acquisition Corp. is a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Although we may pursue an initial business combination with any business in any industry and any geographic location, we intend to target opportunities and companies that participate in the global energy transition ecosystem that are facilitating the way energy is produced, stored, transmitted, distributed and consumed, all while reducing or mitigating greenhouse gas emissions. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to have all or a portion of their Class A ordinary shares redeemed upon the completion of our initial business combination, subject to the limitations described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Denham SPAC Sponsor I LLC, has agreed to purchase 4,666,667 warrants (or 5,066,667 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. Our sponsor (together with its permitted transferees) currently owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the election of directors. Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol DSPQ.U . We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on the NYSE under the symbols DSPQ and DSPQ WS, respectively, on the 52nd day following the date of this prospectus unless UBS Securities LLC, the representative of the underwriters, permits earlier separate trading and we have satisfied certain conditions. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 35 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 200,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 11,000,000 Proceeds, before expenses, to us $ 9.45 $ 189,000,000 (1) Includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of underwriting compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000, or $230,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. UBS Investment Bank Cowen Intrepid Partners , 2021 Table of Contents combination with one or more businesses, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an acquisition in any industry or geography, we intend to capitalize on the deep expertise, experience and network of our management team and our board of directors to effect a successful business combination, with a focus on opportunities in the global energy transition ecosystem. Our sponsor is an affiliate of Denham Capital Management LP ( Denham ). Denham and its predecessor firm have been active in the energy and energy transition ecosystem for almost two decades, including making investments in renewable power, battery storage, energy infrastructure, energy minerals, energy resources, and associated services on six continents. Denham has executed over 85 investments in these sectors, including those where it has been instrumental in executing an accelerated growth plan for the underlying business. Denham-sponsored projects have won numerous industry awards and contribute to many of the U.N. Sustainable Development Goals. We believe Denham s experience will give us a unique perspective on the complex relationships and dynamics that underpin the ongoing transition to a low-carbon economy. In addition, our directors bring complementary networks, experience and capabilities. We therefore believe our team has the ability to complete a successful business combination with an attractive target in any geography and, ultimately, to maximize long-term value for stakeholders. Although we may pursue an acquisition opportunity in any business or industry, our primary focus is to target companies that participate in the global energy transition ecosystem which have the potential to generate attractive returns for our shareholders. We broadly define the global energy transition ecosystem as the universe of companies and technologies facilitating advancement in the way energy is produced, stored, transmitted, distributed and consumed, all while reducing or mitigating greenhouse gas emissions. While we may pursue an initial business combination target at any stage of maturity, we intend to target companies that present potential for attractive returns to our shareholders and that would benefit from a public listing and access to the public equity capital markets, all enhanced by our management team s active approach to ownership and transactional, financial and energy transition expertise. Our Sponsor and Denham Our sponsor, Denham SPAC Sponsor I LLC, is an affiliate of Denham, a global private equity firm that has successfully invested across a broad spectrum of energy, infrastructure and resource assets for nearly two decades. Since its initial investments in 2004, Denham has raised 11 institutional funds and invested over $8 billion, a significant portion of which is in the energy transition sector, including renewable energy, energy infrastructure and energy minerals. Of this, approximately $3.4 billion has been invested outside the U.S. The Denham team comprises 68 partners and employees (including 36 investment professionals) and draws on an extensive network of management teams, directors, consultants and other sector participants for additional support in identifying, reviewing, executing, operating and exiting investments. Denham has a global reach, with offices in key energy transition business centers in the U.S., U.K., Canada, and Australia. Denham s portfolio companies have been active in dozens of countries around the world. We will benefit directly and indirectly from our Sponsor s relationship with Denham. Denham s senior management team has been investing together for almost 15 years and has a collaborative and productive group dynamic and efficient investment process. In addition, Denham has a full in-house suite of necessary skill sets to draw on in reviewing, structuring and executing transactions, including ESG, legal, tax, accounting and finance support. Table of Contents Denham has long recognized the importance of energy transition. Since 2006, Denham, through its portfolio companies, has owned interests in over 5 GW of clean power and associated infrastructure across investments in 21 companies and over 50 projects. At various points in Denham s history, Denham portfolio companies owned the then-largest solar project in Italy (SunRay Renewable Energy in 2009), the then-largest solar project in Australia (Fotowatio Renewable Ventures in 2014), the then-largest solar project in Uruguay (Fotowatio Renewable Ventures in 2015) and the first non-subsidized hybrid wind and battery storage project in Australia (Nexif Energy in 2019). In addition, since 2010, Denham has overseen the discovery and development of a world-class South American rare earths mine, which when online will contribute to improving global supply of rare earths minerals critical for the energy transition (such minerals being integral to the manufacturing of electric vehicle powertrains and wind turbine generators, for example). Denham has also recognized the importance of the impact of environmental, social and governance ( ESG ) factors on investments. Denham s current power investment fund ranks favorably compared to industry averages, according to third-party scoring mechanisms that assess ESG capabilities. In 2020, Denham s clean power projects provided over 2,000 jobs to local communities and generated an estimated 860,000 tonnes of CO2 savings. The Denham team has had full-time dedicated ESG staff since 2017 and uses policies and management systems to assess environmental and social risks and opportunities that were developed in conjunction with a leading European development finance institution. Ultimately, we believe Denham s global network of energy transition relationships and experience sourcing and investing in successful projects, businesses and management teams will expand our selection of potential opportunities and help us execute a successful business combination. Key Members of Management and Board Our management team is led by Stuart Porter (our Chairman), Jordan Marye (our Chief Executive Officer) and James Obulaney (our Chief Financial Officer), who intend to leverage the global Denham platform and the experience and relationships of our directors to achieve our collective mission of completing an attractive initial business combination. Stuart ( Stu ) Porter (Chairman/Director) Stu Porter is the founder of Denham and serves as the firm s Chief Executive Officer and Chief Investment Officer. He is a valuation committee and investment committee member. Stu brings almost three decades of senior investment experience to Denham. Prior to founding Denham, he was a founding partner of Sowood Capital Management LP and, prior thereto, was employed as a Vice President and Portfolio Manager at Harvard Management Company, Inc. where he focused on public and private transactions in the energy and commodities sectors. Stu began his career at the Chicago Board of Trade as an independent trader in the bond pit and after graduate school worked on the Goldman Sachs Commodities Index desk at J. Aron, the commodities division of Goldman Sachs. Stu serves as a director of Champion X (NASDAQ: CHX), including service on its audit committee. He received a Bachelor of Arts from the University of Michigan and a Master of Business Administration degree from the University of Chicago Booth School of Business. Jordan Marye (Chief Executive Officer and Director) Jordan Marye is a Managing Partner of Denham. He joined Denham in 2006 and is a valuation committee and investment committee member. Prior to joining Denham, Jordan worked in the Global Energy Group of UBS Investment Bank and the Energy Practice of Huron Consulting Group. He currently serves on the Board of Directors of multiple Denham portfolio companies and previously served as a director of Comstock Resources (NYSE: CRK). Jordan received a Bachelor of Science from Louisiana State University. Table of Contents James Obulaney (Chief Financial Officer and Director) James Obulaney is a Managing Director of Denham. He is responsible for origination, analysis, structuring and monitoring of investments. He joined Denham in 2014 and brings 13 years of energy experience to the firm. Prior to joining Denham, he was a member of the Energy Private Equity Group at Avista Capital Partners and in the Global Energy Group at Morgan Stanley. He currently serves on the board of multiple Denham portfolio companies. James received a Bachelor of Science in Engineering from Texas A&M University. Saurabh Anand (Executive Vice President) Saurabh Anand is a Managing Director of Denham. He is responsible for origination, analysis, structuring and monitoring of investments. He joined Denham in 2006, brings 18 years of energy experience to the firm and is an investment committee member. Prior to joining Denham, he was with GE Energy Financial Services focused on private equity and structured transactions in the global energy industry. He currently serves on the board of multiple Denham portfolio companies. Saurabh received a Bachelor of Engineering from Panjab University and a Masters of Business Administration equivalent from Indian Institute of Management Calcutta. Our management team s skills are complemented by our directors, who bring significant operating experience and relationships throughout the energy transition industry. In addition to Messrs. Porter, Marye and Obulaney, Xuan Yong, Dane Boysen and Thomas Lee have agreed to serve on our board of directors, upon the effectiveness of the registration statement of which this prospectus forms a part. Paul Winters (Senior Vice President and General Counsel) Paul Winters is a Partner of Denham and serves as the firm s General Counsel and Chief Compliance Officer, and on the valuation committee. He brings over 25 years of legal experience to Denham. As General Counsel, he is responsible for all legal matters affecting Denham, its funds and its portfolio companies. Prior to joining Denham in 2005, he was an attorney at Latham & Watkins LLP. He currently serves on the Board of Directors of multiple Denham portfolio companies. He received a Bachelor of Science in Foreign Service and a Juris Doctor magna cum laude from Georgetown University. Xuan Yong (Director Nominee) Xuan Yong is the Chief Executive Officer and co-founder of Workrise (formerly known as RigUp), the leading workforce management solution for skilled trades. He started the Austin-based company in 2014 after seeing an opportunity to solve the problem of labor market fragmentation in the energy and infrastructure industries. Workrise helps companies fill positions that require skilled workers with qualified contractors quickly and efficiently. The company has grown to be the largest marketplace and provider of skilled labor for clients across the renewables, oil & gas, construction, and defense industries. He is an industry leader advocating for the development of technicians and skilled trade workers through training and career progression opportunities to boost the industry and its standards. Prior to co-founding Workrise, he worked as an energy investor at various hedge funds, including Citadel and D.E. Shaw. Xuan began his career as an investment banking analyst at Goldman Sachs and holds a BBA in Finance from Texas A&M University. Dr. Dane Boysen (Independent Director Nominee) Dr. Dane Boysen has spent 20 years in clean energy at the intersection of entrepreneurship, technology, and innovation. In 2017, Dane founded Modular Chemical Inc. to help clients translate energy technology from laboratory innovation to market impact. He currently serves on the Leadership Council of Activate and the Board of Directors of Launch Alaska, non-profit organizations dedicated to supporting clean-tech entrepreneurs. He co-authored the 2019 National Academies report on Negative Emissions Technologies and Reliable Sequestration: A Research Agenda. From 2016 to 2018, Dane helped to stand-up Cyclotron Road at Lawrence Table of Contents Berkeley National Laboratory an innovative new program designed to support the nation s top energy innovators in commercializing their technology. From 2014 to 2016, he was the Executive Director for Research Operations at the Gas Technology in Institute, where he led a public-private initiative on modular chemical process development that resulted in the creation of the government-sponsored RAPID Institute. In the first Obama Administration, Dane served as a Program Director at the newly created Advanced Research Projects Agency-Energy (ARPA-E), where he managed a portfolio of the nation s most cutting-edge energy technology R&D projects. Earlier in his career, Dane led the development of a new grid-scale battery technology at the Massachusetts Institute of Technology that resulted in the investor-backed company, Ambri, and co-founded the venture-backed fuel cell company, Superprotonic Inc. He has a Ph.D. and M.S. in Materials Science from the California Institute of Technology, holds 8 U.S. patents, and has authored over 30 peer-reviewed journal publications. Roberto de Diego Arozamena (Independent Director Nominee) Roberto de Diego Arozamena is Managing Partner of Alacran Advisory, an advisory and consulting company focused on the renewable energy, infrastructure and telecommunications industries. Roberto has a breadth of international and high-level management experience accomplished in managing small and large businesses, including serving as the CEO of a public company, launching two startups, and leading international organizations conducting business in different countries and cultures. He has lived and worked in Mexico, the U.S., Spain and the UAE, along with extensive additional experience across Europe, the Middle East, and Africa. Of significance recently, he served as Chief Executive Officer of Abdul Latif Jameel Energy & Environmental Services, a Dubai-based firm with an overall investment of $1.5 billion focused on renewable energy (solar PV, wind and battery storage) and desalination and water treatment plant development. Prior to that, he was CEO of Jazztel Group PLC, a publicly quoted company with 230M in revenue and 1,200 employees that provided telecommunication voice and data services in Spanish- and Portuguese-language markets. Roberto graduated from the University of Southern California with a BS in Electrical Engineering. He completed his MBA studies in Construction and Real Estate in Universidad Politecnica de Madrid. Thomas Lee (Independent Director Nominee) Thomas Lee is a co-founder, Managing Partner and Head of Research at Fundstrat Global Advisors. He is a well-regarded strategist, focusing on both equity markets as well as emerging technologies. Thomas has over 25 years of experience in macro markets and equity research. Prior to co-founding the independent strategy research boutique, Fundstrat Global Advisors, he served as Chief Equity Strategist of J.P. Morgan Chase & Co. and had been at JPMorgan from 1999 through 2014. Prior to that, Thomas was a telecommunications equity research analyst and a small-cap equity and restructuring strategist working at firms like Kidder, Peabody and Salomon Smith Barney. He was a research analyst covering many of the most important wireless companies during their earliest growth stages and during their capital raising. He is a full-time contributor to CNBC and has been widely quoted in the media. He has been ranked consistently by Institutional Investors and held the #1, #2 and #3 position for 15 consecutive years (1998-2013). Thomas graduated from the University of Pennsylvania/Wharton School with a BSE in Economics and dual concentrations in Finance and Accounting. He is a CFA Charter holder. Christopher Thiele (Independent Director Nominee) Christopher Thiele is an advisor to strategic and private equity clients across strategy, M&A and capital raising initiatives, with a focus on the global energy transition and sustainable infrastructure sectors. Previously, he was a Managing Director at Noble Group with responsibility for strategy, M&A and principal investments. Prior to joining Noble, Chris was a Managing Director and Head of EMEA Power, Utilities and Renewable Energy Investment Banking at Morgan Stanley where he advised on several landmark M&A, equity and debt transactions across the global power, utilities and renewable energy sectors. Prior to Morgan Stanley, he was with Barclays Capital and CMS Energy where he was responsible for business development and financing activities for global energy infrastructure projects. Chris received his BBA from the University of Notre Dame. Table of Contents Market Opportunity We believe the combination of government decarbonization mandates and incentives, corporate sustainability policies and increasing investor attention to ESG performance metrics provide critical support for energy transition investments. Furthermore, many businesses and technologies in the energy transition sector have experienced considerable reductions in construction and operating costs and have experienced efficiency improvements that make their products and services increasingly cost competitive with incumbent technologies. These factors suggest significant continued investment and growth in the energy transition sector, a perspective bolstered by third-party analysis such as the Climate Finance Markets and the Real Economy 2020 report by the Global Financial Markets Association ( GFMA ) and Boston Consulting Group ( BCG ), which forecasts 2020 to 2050 cumulative spending of $100 to $150 trillion (equates to $3 to $5 trillion per annum) globally in a scenario modeled to limit the rise in global temperature to 1.5 degrees Celsius above pre-industrial levels. Of the $100 to $150 trillion investment needed, 78% is in electrification and renewables, 12% is in alternative technologies and 10% is in efficiency and circularity. This level of energy transition investment is also supported by analysis from other third-parties including the International Renewable Energy Agency ( IRENA ) and the Intergovernmental Panel on Climate Change ( IPCC ). We believe the foregoing are durable trends that will lead to compelling opportunities for us to execute a successful initial business combination. Macroeconomic tailwinds have increased the number of companies involved in the energy transition in recent years, but until recently, growth has been fueled predominantly by private capital, with few companies having had access to public capital markets. Nonetheless, numerous companies have moved from early stage with seed or venture capital to a state of sufficient maturity to conduct initial public offerings. At the company level, this maturity is evidenced by milestones such as product development and proof of concept, construction of manufacturing facilities and signing of long-term partnership contracts on the supplier and customer side that drive visibility into future cash flows and growth. Notably, these companies include participants in all aspects of the energy transition value chain, ranging from innovation and intellectual property to production, manufacturing and supply to ultimate sales to downstream customers. These trends are not limited to the U.S. Many countries have made considerable advances beyond the U.S. toward achieving energy transition. Of the $100 to $150 trillion of energy transition investment need estimated by the GFMA and BCG report, more than 80% is outside of North America. We believe our ability to tap into this global opportunity set is a critical differentiator for us, given our management team and directors experience and networks outside the U.S. Examples of industries where we see attractive opportunities include, but are not limited to: Clean Power and Associated Infrastructure: Development of solar, wind, and hydro power generation, transmission and distribution as well as energy storage. The clean power industry is characterized by relatively mature and moderate growth capital intensive businesses with long-term contracted revenue and stable free cash flows. With expansion in the role of renewables on the global power grid, the sector is poised to expand in the future and should drive higher-growth outlook opportunities in technologies enabling more efficient clean power (e.g., energy storage and grid optimization). Advanced Transport and Associated Infrastructure: Development of electric transport and charging, next-generation aviation and shipping. A large portion of current emissions comes from the transportation industry. Creating an electric transportation fleet that is as cost- and performance-efficient as incumbent fossil-fueled alternatives is crucial in decarbonizing the transportation sector. Raw Materials: Development of additional production and reserves of raw materials that may become critical bottlenecks in global supply chains required to enable growth of more public-facing energy Table of Contents transition sectors such as electric vehicles, wind turbines, robotics and other advanced technologies, as well as enhanced and environmentally-friendly production techniques around such raw materials. Sustainable Industry and Buildings: Development in energy efficiency, circular economy, biomaterials, low-carbon HVAC and low-carbon manufacturing. Significant improvements in efficiency of energy consumption in retail, commercial, manufacturing, and IT sectors (data centers), can play an important role in reduction of carbon emissions. Cross-sector Advanced Technologies: Development in hydrogen, bioenergy, carbon capture utilization, storage, software and digitalization. These innovative technologies have diverse applications across numerous industries and seek to eliminate or reduce emissions from industry operations. The aforementioned list of opportunities is not meant to be exhaustive. We may pursue a business combination in any sector or region. Business Strategy and Competitive Strengths Although we may pursue a business combination in any business industry or sector, our business strategy is to identify and combine with a differentiated business with an attractive growth profile that we believe will benefit from Denham s global network, extensive energy transition expertise and deep commercial, financial, structuring, and public market expertise. We seek a target with an enterprise value between $750 million and $2.0+ billion that we believe is well-positioned to deliver long-term value and growing cash flow to shareholders. We believe our relationship with Denham offers several important competitive strengths that will help achieve a successful business combination: Larger Opportunity Set Through Global Network: We will have access to Denham offices and portfolio companies in key global energy transition business centers. Denham s offices and portfolio companies are led by teams with long standing relationships and extensive networks and experience in their respective sectors and geographies. We believe Denham s extensive global platform and experience creates meaningful advantages in sourcing attractive transactions across various asset classes and geographies. Experience Across Energy Transition Value Chain and Lifecycle: Denham s extensive market insight across the energy transition subsectors will guide our search process and facilitate a better informed, more holistic view of any opportunity. For example, Denham made its first renewable power investment in 2006 and since then has developed, built, owned and exited a diverse mix of assets, including wind, solar, hydroelectric and biomass generation, battery storage, and natural gas generation and transmission infrastructure. Our management team and our board members have experience across the energy transition value chain, ranging from production of raw materials critical to the energy transition to building, owning and operating critical infrastructure such as renewable generation in a variety of markets and geographies. Our management team and our board members also have evaluated and invested in business ranging from early-stage pre-production and pre-revenue companies to mature, operating businesses, and are familiar with the challenges and opportunities at different stages of the corporate lifecycle. We believe this experience and perspective will give us an edge in sourcing and executing an attractive initial business combination. Extensive and Relevant Transaction and Ownership Expertise: Our management team and our board members have a long history of negotiating and executing complex acquisitions, financings and asset level transactions across the globe, both commercial and strategic in nature. Representative transactions include but are not restricted to initial public offerings, corporate take-privates, public-private mergers Table of Contents and acquisitions, joint ventures, project development and finance, and structuring complex power purchase agreements and other offtake agreements. In addition, our sponsor, management team and board members have experience owning and operating complex energy and infrastructure assets. We believe that this prior experience will benefit us not only during the evaluation of a business combination but also add value after our business combination. We believe our management team and our board members have experience and capabilities in these areas, and we will be valued by many potential target companies in the energy transition sector that are seeking true capital partners. Our Acquisition Criteria Consistent with our business strategy, we have developed the following criteria and guidelines that we believe are important in evaluating prospective targets. We will use these and other criteria and guidelines in evaluating potential business combinations, but may decide to enter into our initial business combination with a target that does not meet all or any of these criteria and guidelines. We currently intend to combine with a target business that we believe: Follows a sustainable business model that will be robust throughout industry cycles and operates within a sector that has a durable growth outlook; Holds or is strategically positioned to grow a strong market position, with defensible factors such as high barriers to entry, differentiated technology, and strong customer relationships; Has fundamentally sound financial performance that can be improved by leveraging our experience; Provides a meaningful positive impact to the energy transition sector, creating a positive and measurable ESG benefit such as contributing to the U.N. Sustainable Development Goals where applicable; Possesses a passionate and capable management team with governance and compensation structures that incentivize operational and financial excellence and position the combined company to outperform its peers; Will be well received by public investors with ESG-related mandates and can benefit from having access to the public equity capital markets; Will benefit from and value our management team and board members extensive network, industry experience and strategic insight; and Will offer attractive returns for our stockholders and a solid foundation for future growth. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a certain initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the case that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which would be in the form of proxy solicitation or tender offer materials that we would file with the SEC. Our Acquisition Process In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, Table of Contents meetings with management and their advisors (if applicable), appropriate review of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We expect to draw on Denham s extensive in-house experience reviewing and executing transactions, as well as a deep network of advisors to assist with specialist inquiry where needed. We are not prohibited from pursuing an initial business combination with a company that is affiliated with Denham, our sponsor, or our officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Denham, our sponsor, officers or directors, we, or a committee of our independent directors, will obtain an opinion from either an independent investment banking firm or an independent accounting firm that our initial business combination is fair to our company and stockholders from a financial point of view. Our sponsor, our directors and members of our management team will directly or indirectly own founder shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officer or director is made a condition to any agreement with respect to our initial business combination. Initial Business Combination The NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the net assets held in trust (excluding the amount of any deferred underwriting discount held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. Our board will make the determination as to the fair market value of a target business or businesses. If our board is not able to independently determine the fair market value of a target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, Inc. ( FINRA ), or an independent accounting firm with respect to the satisfaction of such criteria. Our shareholders will not be provided with a copy of such opinion nor will they be able to rely on such opinion. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business Table of Contents combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Other Considerations We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with any of our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Our sponsor and management team are, in the ordinary course, regularly made aware of potential business opportunities, one or more of which we may desire to pursue for an initial business combination. We have not selected a business combination target and we have not (nor has anyone on our behalf) had any substantive discussions with respect to a business combination transaction with our company. In addition, certain of our officers and directors presently have, and any of them in the future are expected to have, additional, fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination because we do not currently anticipate any meaningful overlap of investment objectives. Our amended and restated memorandum and articles of association provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. Our officers and directors or Denham or its affiliates, including a Denham fund, may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. In addition, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Table of Contents Corporate Information Our executive offices are located at 700 Louisiana St., Suite 3700, Houston, Texas 77002 and our telephone number is (713) 213-2700. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If as a result some investors find our securities unattractive there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of June 30th of that fiscal year, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates does not equal or exceed $250.0 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Table of Contents THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of our directors and executive officers, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 20,000,000 units (or 23,000,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one redeemable warrant. Proposed NYSE symbols Units: DSPQ.U Class A ordinary shares: DSPQ Warrants: DSPQ WS Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the representative informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K that includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Table of Contents Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 20,000,000(1) Ordinary shares: Number outstanding before this offering 5,750,000(2)(3) Number outstanding after this offering 25,000,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,666,667(1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 11,333,333(1) Exercisability Each whole warrant sold in this offering is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-third of one warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies that contain whole warrants exercisable for one whole share, to reduce the dilutive effect of the warrants upon completion of (1) Assumes no exercise of the underwriters over-allotment option. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (3) Includes 750,000 founder shares that are subject to forfeiture. (4) Includes 20,000,000 public shares and 5,000,000 founder shares, assuming 750,000 founder shares have been forfeited. Table of Contents a business combination as compared to units that each contain a warrant to purchase one whole share. We believe this makes us a more attractive business combination partner for target businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by us and, (i) in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to our sponsor or its affiliates, without taking into account the transfer of founder shares or private placement warrants (including if such transfer is effectuated as a surrender to us and subsequent reissuance by us) by our sponsor in connection with such issuance (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable 30 days after the completion of our initial business combination provided that we have an effective registration statement under the Securities Act covering the issuance of Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption Table of Contents of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the closing price of our ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Table of Contents Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Shareholders Warrants ; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional Table of Contents interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Founder shares On February 19, 2021, our sponsor paid $25,000 to cover certain of our offering costs in consideration of Class B ordinary shares, par value $0.0001 per share. In March 2021, our sponsor transferred an aggregate of 150,000 founder shares to certain of our director nominees, Mr. Xuan Yong, Dr. Dane Boysen, Mr. Thomas Lee, Mr. Roberto de Diego Arozamena and Mr. Christopher Thiele. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. As a result of various transactions, our sponsor (together with its permitted transferees) and certain director nominees currently hold an aggregate of 5,750,000 Class B ordinary shares, which would represent 20% of the outstanding shares upon completion of this offering. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our sponsor (and its permitted transferees), on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 750,000 founder shares are subject to forfeiture by our sponsor, depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the election of directors prior to our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, directors and of our executive officers have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and Table of Contents (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our sponsor, and each of our directors and executive officers have agreed to vote his or her founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 7,500,001 or 37.5% (assuming all outstanding shares are voted and the over-allotment option is not exercised), or 1,250,001 or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination to have our initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our sponsor, directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion Table of Contents or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Election of directors; voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our shareholder meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 4,666,667 private placement warrants (or 5,066,667 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant ($7,000,000 in the aggregate or $7,600,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not consummate an initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable (except as set forth under the caption Description of Securities Warrants Public Shareholders Warrants Redemption of warrants when the price per Class A Table of Contents ordinary share equals or exceeds $10.00) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise price of the warrants by (y) our sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000, or $230,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at Citibank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $4,000,000 (or $4,600,000 if the underwriters over-allotment option is exercised in full) in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $3,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital Table of Contents following the closing of this offering. The proceeds to be placed in the trust account include $7,000,000 (or $8,050,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses) our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not consummate an initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not completed our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who elect to have their Class A ordinary shares redeemed in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not completed an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% Table of Contents per year, we estimate the interest earned on the trust account will be approximately $200,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,500,000 in working capital after the payment of approximately $1,500,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination NYSE rules currently require that, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent accounting firm. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that, in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Table of Contents Permitted purchases of public shares and public warrants by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors, or their affiliates, including without limitation, officers and affiliates of Denham or Denham funds, or investors in such Denham funds, may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates, including without limitation, officers and affiliates of Denham or Denham funds, or investors in such Denham funds, may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases of Our Securities for a description of how our sponsor, directors, executive officers, advisors or any of their affiliates, including without limitation, officers and affiliates of Denham or Denham funds, or investors in such Denham funds, will select which shareholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to Table of Contents reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to elect to have all or a portion of their Class A ordinary shares redeemed upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.00 per public share. The per share amount we will distribute to investors who properly elect to have their shares redeemed will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself before we can validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor and each of our directors and executive officers have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares in connection with the completion of our initial business combination. Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall Table of Contents below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. Manner of conducting redemptions We will provide our public shareholders with the opportunity to have all or a portion of their public shares redeemed upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of shareholders holding a majority of ordinary shares who attend and vote at a general meeting (referred to herein as a shareholder meeting ) of the company. In such case, our sponsor and each of our directors and executive officers have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to Table of Contents our initial shareholders founder shares, we would need 7,500,001 or 37.5% (assuming all outstanding shares are voted and the over-allotment option is not exercised), or 1,250,001 or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination to have our initial business combination approved. Each public shareholder may elect to have their public shares redeemed irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such shareholder meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and Table of Contents restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from having their shares redeemed with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to require us to redeem their shares as a means to force us or our directors and executive officers or affiliates of our sponsor to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to require us to redeem no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, the ability of our shareholders to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination would not be restricted. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-business combination businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Table of Contents Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our sponsor, directors and executive officers have entered into an agreement with us pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. However, if our sponsor, directors or executive officers acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate an initial business combination within 24 months from the closing of this offering. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in Table of Contents connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to have their Class A ordinary shares redeemed upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in the amount of $10,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Table of Contents Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or (ii) in connection with or after the consummation of our initial business combination. Conflicts of Interest Certain of our directors and executive officers currently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, Denham and the Denham funds or their current or former portfolio companies. These funds may have overlapping investment objectives and potential conflicts may arise with respect to Denham s decision regarding how to allocate investment opportunities among these funds. If any of our directors and executive officers becomes aware of a business combination opportunity that is suitable for a fund or entity to which he or she has then-current fiduciary or contractual obligations (including, without limitation, any Denham funds or their current or former portfolio companies), then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such fund or entity, before we can pursue such opportunity. However, we do not expect these duties or contractual obligations to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity (including with respect to any business transaction that may involve another Denham entity) for any director or officer, on the one hand, and us, on the other. In addition, our directors and officers or Denham or its affiliates, including the Denham funds, may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such Table of Contents companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates and the director and officer teams. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. Audit committee Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will establish and maintain an audit committee composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Table of Contents Summary of Risk Factors An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by Denham or its affiliates or our directors and executive officers, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in us, and we may be unable to provide positive returns to shareholders. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination. If we seek shareholder approval of our initial business combination, our sponsor, directors and executive officers have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to exercise redemption rights for shares that they hold for cash may make our financial condition unattractive to potential business combination targets and may make it difficult for us to enter into a business combination with a target. The ability of our public shareholders to exercise redemption rights with respect to a significant portion of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The ability of our public shareholders to exercise redemption rights with respect to a significant portion of our shares could increase the probability that our initial business combination is unsuccessful and that you would have to wait for liquidation for your shares to be redeemed. The requirement that we consummate an initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. We may not be able to consummate an initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public float of our Class A ordinary shares or warrants. Table of Contents If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. The NYSE may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to require us to redeem all such shares in excess of 15% of our Class A ordinary shares. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. Because of our limited resources and the significant competition for business combination opportunities, we may be unable to complete our initial business combination. If we have not completed our initial business combination within 24 months from the closing of this offering, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient for us to operate for at least the next 24 months, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or directors and executive officers to fund our search and to complete our initial business combination. Holders of Class A ordinary shares will not be entitled to vote on any election of directors we hold prior to our initial business combination. Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited. Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench our directors. After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate. The other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001848795_giginterna_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001848795_giginterna_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2882f6826c4054540ae1957e509947febaf4f6ab
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001848795_giginterna_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus before investing. References in this prospectus to we, us or our company refer to GigInternational1, Inc. References in this prospectus to our public shares are to shares of our Common Stock sold as part of the public units in this offering (whether they are purchased in this offering or thereafter in the open market) and references to public stockholders refer to the holders of our public shares, including our Sponsor (as defined below), executive officers and directors to the extent they purchase public shares, provided that their status as public stockholders shall only exist with respect to such public shares. References in this prospectus to our management or our management team refer to our directors and executive officers, references to our Sponsor refer to GigInternational1 Sponsor, LLC, a company affiliated with our executive officers, directors and our other advisors and references to our combined team refer to our management team and our other advisors, collectively. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. Private-to-Public Equity (PPE)TM and Mentor-InvestorTM are trademarks of GigFounders, LLC, an affiliate of our Sponsor, and all are used pursuant to an agreement. General We are a newly organized Private-to-Public Equity (PPE) company, also known as a blank check company or special purpose acquisition company, incorporated in Delaware and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target. To date, our efforts have been limited to organizational activities as well as activities related to this offering. Our efforts to identify a prospective target business will not be limited to a particular industry, although we intend to focus on companies in the TMT, A&D, mobility, and semiconductor industries. From a geographic perspective, we are not limited to but plan to focus on exceptional and innovative targets in EMEA. Our Sponsor and its principals may from time to time become aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but from the date of our incorporation through the date of this prospectus, there have been no substantive discussions, directly or indirectly, between any of our officers, directors, promoters and other affiliates on our behalf and any of their contacts or relationships regarding a potential initial business combination with our company. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate for us. We will seek to capitalize on the significant experience and contacts of our management team to complete our initial business combination. We are one of seven SPACs affiliated with GigCapital Global, with the other six being GigCapital, Inc. ( GIG1 ), which successfully completed its combination with Kaleyra, Inc. (NYSE American: KLR) in November 2019, GigCapital2, Inc. (NYSE: GIX) ( GIG2 ), which announced its agreement for a business combination with UpHealth Holding, Inc. and Cloudbreak Health, LLC in November 2020, GigCapital3, Inc. (NYSE: GIK) ( GIG3 ), which closed its business combination with Lightning Systems, Inc. (doing business as Lightning eMotors) in May 2021, GigCapital4, Inc. (Nasdaq: GIG) ( GIG4 ), which completed its initial public offering in February 2021 and is now engaged in intensive efforts of Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED MAY 10, 2021 $200,000,000 GigInternational1, Inc. 20,000,000 Units GigInternational1, Inc., a Delaware corporation (the Company ), is a newly organized Private-to-Public Equity (PPE) company, also known as a blank check company or special purpose acquisition company ( SPAC ), formed by an affiliate of the serial SPAC issuer GigCapital Global, for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target. To date, our efforts have been limited to organizational activities as well as activities related to this offering. Our efforts to identify a prospective target business will not be limited to a particular industry. However, we intend to focus on companies in the technology, media, and telecommunications ( TMT ), aerospace and defense ( A&D ), mobility, and semiconductor industries. From a geographic perspective, we are not limited to but plan to focus on targets in Europe, the Middle East and Africa ( EMEA ). This is an initial public offering of our securities. We are offering 20,000,000 units at an offering price of $10.00 each. Each unit consists of one share of our common stock, a par value of $0.0001 per share ( Common Stock ), and one-half (1/2) of one redeemable warrant. We refer herein to the units sold in this offering as our public units and the components thereof as our public shares and public warrants, respectively. Each whole warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share. Each warrant will become exercisable on the later of 30 days after the completion of our initial business combination, or 12 months from the closing of this offering, and will expire on the fifth anniversary of the completion of our initial business combination or earlier upon redemption or liquidation as described in this prospectus. Warrants will only be exercisable for whole shares. As a result, you must purchase at least three units in order to validly exercise your warrants. We have also granted our underwriters, Oppenheimer & Co. Inc. ( Oppenheimer ) and William Blair & Company, L.L.C. ( William Blair ), a 45-day option to purchase up to an additional 3,000,000 units solely to cover over-allotments, if any. We will provide the purchasers of our public units, or our public stockholders, with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of 2 business days prior to consummation of the initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the trust account will initially be $10.10 per public share and such amount will be increased by $0.10 per public share for each 3-month extension of our time to consummate our initial business combination, as described herein. If we are unable to complete our initial business combination within 15 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including the interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law and as further described herein. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up to 21 months to complete a business combination); provided that our Sponsor, as defined below (or its designees) must deposit into the trust account funds equal to one percent (1%) of the gross proceeds of the offering (including such proceeds from the exercise of the underwriters over-allotment option, if exercised) for each 3-month extension of the time period to complete our initial business combination, in exchange for a non-interest bearing, unsecured promissory note. Our sponsor, GigInternational1 Sponsor, LLC, a Delaware limited liability company ( Sponsor ), and the underwriters have committed, pursuant to written agreements, to purchase an aggregate of up to 950,000 units (or up to 995,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit in a private placement that will close simultaneously with this offering. Each such unit consists of one share of our Common Stock and one-half (1/2) of one redeemable warrant. We refer to these units throughout this prospectus as the private units, and the shares of Common Stock included therein as the private shares, and the warrants therein as the private warrants. Among the private units, 650,000 units will be purchased by our Sponsor, and 300,000 units (or 345,000 units if the underwriters over-allotment option is exercised in full) will be purchased in the aggregate by the underwriters. A portion of the proceeds from the sale of the private units will be placed in the trust account described below. The private units purchased by the underwriters are deemed underwriters compensation by Financial Industry Regulatory Authority ( FINRA ) pursuant to Rule 5110 of the FINRA Manual and will be subject to lock-up requirements and resale registration limitations imposed by that rule. Table of Contents searching and screening companies worldwide, GigCapital5, Inc ( GIG5 ) which is expected to complete its initial public offering in the second quarter of 2021 and be listed on the NYSE under the symbol GIA, and GigCapital6, Inc. ( GIG6 ) which is expected to complete its initial public offering concurrently with or shortly after the GIG5 offering and be listed on Nasdaq under the symbol GIF. We believe our management team s distinctive background and record of acquisition and operational success could have a significant impact on target businesses. Although we may pursue our initial business combination in any business, industry, or geographic location, we currently intend to focus on opportunities to capitalize on the ability of our management team, particularly our executive officers, to identify, acquire and operate a business with a goal of reaching an enterprise value of over $1 billion in the TMT, A&D, mobility, and semiconductor industries. From a geographic perspective, we are not limited to but plan to focus on exceptional and innovative targets in EMEA. Digital transformation, enabled and accelerated by semiconductor-based sensors, artificial intelligence ( AI ), and 5G communications, is driving innovations across industry sectors, from urban mobility and aerospace to environmental sustainability in EMEA global markets and beyond. As this and other megatrends have a profound impact on the global economy and will shape the world of tomorrow, we intend to target companies around the world focused on the TMT, A&D, mobility, and semiconductor sectors, creating new strategic, operational and business opportunities. The A&D sector is on the brink of unprecedented change and opportunity in an era defined by rapid advancement in technology. The A&D industry is being redefined by innovation-fueled competition as manufacturers build up new portfolios of products and services such as unmanned systems, cyber services and predictive analytics to keep pace with a fast-changing business environment. The Aerospace & Defence Market Report 2020-2030 forecasts that between 2020 to 2030, the A&D industry will change drastically owing to the introduction of new technologies coupled with AI and machine learning.1 As per KPMG s Accelerating Automation report, more than (55%) of worldwide companies are exploring new automation opportunities.2 Urban population is expected to increase from today s 53% to 70% by 2050. Based on United Nations data, the overall growth of the world s population will add close to 2.5 billion people to urban areas by 2050.3 The number of new mega-cities will increase rapidly, particularly in developing countries, requiring massive investments in smart and sustainable city infrastructures. These trends will be further emphasized and challenged by the ongoing demographic shift and new population age structure. In addition, climate change and consequent environmental and social impacts are some of the world s greatest concerns. The United Nations Sustainable Development Goals and the Paris Climate Agreement drive the agenda and world s efforts toward a green economy and sustainable solutions.4 Consumer sensitivity to sustainable-marketed products grew substantially in the last five years, representing today more than 50% of total Consumer Packaged Goods (CPG) market growth.5 Capital allocation in funds embracing Environmental, Social and Governance principles reached record numbers in the last few years.6 Another megatrend is that data has become many enterprises most valuable asset. Digital transformation, built on cloud-based platforms and enabled with new technologies, including AI, internet of things ( IoT ), mobile, and robotics, offers companies across all industries new opportunities to drive new business models, with the scalability, flexibility, agility, and dynamism heretofore infeasible. These transformations, in turn, are powering the movements to address the other megatrends. The focus of global growth has been shifting. Developing countries, particularly in Asia Pacific and Latin America, are starting to bring their economies to the forefront of interlinked global trade and investment flows. The emerging markets are not only transitioning to more consumption-oriented economies but also starting to export capital and innovation. Enterprises prepared and 1 The Aerospace & Defence Market Report 2020-2030, published by ASD News, July 2020. 2 KPMG, https://assets.kpmg/content/dam/kpmg/pl/pdf/2018/07/pl-Accelerating-Automation-WEB.PDF; 2018. 3 Report of the UN Economist Network for the UN 75th Anniversary-Sept. 2020. 4 UN Framework Convention on Climate Change-FCC/CP/2-15/L.9/Rev1. 5 New York University, Stern School of Business, Center for Sustainable Business. Research on 2015-2020 IRI Purchasing Data Reveals Sustainability Drives Growth, Survives the Pandemic, July 2020. 6 Blackrock -Sustainability: The tectonic shift transforming investing, Feb. 2020. Table of Contents In February 2021, our Sponsor purchased 5,735,000 shares of Common Stock, or founder shares, from us for an aggregate purchase price of $25,000, or $0.0043592 per share. Up to 750,000 founder shares are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised during this offering. The proceeds from the sale of the founder shares will not be placed in the trust account described below. Our Sponsor is sometimes referred to in this prospectus as our Founder. Prior to the consummation of this offering, we will issue 5,000 insider shares to Brad Weightman, our Chief Financial Officer, and 10,000 shares to Interest Solutions, LLC, a Connecticut limited liability company and an affiliate of ICR, LLC, an investor relations firm providing services to the Company (collectively with Interest Solutions, LLC, ICR ), in each case, solely in consideration of future services (together with the Founder, the initial stockholders ). The 5,000 insider shares granted to Brad Weightman, our Chief Financial Officer, will be subject to forfeiture and cancellation in the event Mr. Weightman resigns or is removed for cause from his position with the Company prior to consummation of our initial business combination. The 10,000 insider shares granted to ICR will not be subject to forfeiture. Certain individuals and investment funds that are members of our Sponsor or their affiliates may choose to purchase units in this offering at the offering price; however, no members of our Sponsor are obligated to do so and no members of our Sponsor will forfeit any economic or other interest in our Sponsor if they do not purchase units in this offering. To the extent that any such member of our Sponsor or its affiliates has expressed to us an interest to purchase units in this offering at the offering price, we have not directed the underwriters to make any particular allocation to such party. Furthermore, because any expressions of interest are not binding agreements or commitments to purchase, such parties may determine to purchase more, fewer or no units in this offering or the underwriters may determine to sell more, fewer or no units to any such party. For a discussion, see Summary The Offering Expressions of Interest. There is presently no public market for our units, Common Stock or warrants. We intend to apply to list our units on The Nasdaq Capital Market ( Nasdaq ), under the symbol GIWWU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The shares of Common Stock and the warrants constituting the public units will begin separate trading on the 52nd day following the date of this prospectus, unless the underwriters determine that an earlier date is acceptable, and subject to our filing a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the SEC ) containing an audited balance sheet of the Company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that our Common Stock and public warrants will be listed on Nasdaq under the symbols GIW and GIWWW, respectively. We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 and will therefore be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 42 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Price to Public Underwriting Discount(1) Proceeds, Before Expenses, to us Per Unit $ 10.00 $ 0.55 $ 9.45 Total $ 200,000,000 $ 11,000,000 $ 189,000,000 (1) Includes $0.35 per unit, or $7,000,000 (or up to $8,050,000 if the underwriters over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described in this prospectus. As described elsewhere in this prospectus, the deferred underwriting commissions will be payable to the underwriters upon completion of the initial business combination as consideration for certain services to be performed by them. The underwriters will receive compensation in addition to the underwriting discount. See Underwriting. Upon consummation of the offering, $10.10 per public unit sold in this offering (whether or not the over-allotment option has been exercised, and whether exercised in full or part) will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. Except as described in this prospectus, these funds will not be released to us until the earlier of (1) the completion of our initial business combination within the required time period or (2) our redemption of 100% of the outstanding public shares if we have not completed an initial business combination in the required time period. The underwriters are offering the public units on a firm commitment basis. The underwriters expect to deliver the public units to purchasers on or about , 2021, subject to customary closing conditions. Joint Book-Running Managers Oppenheimer & Co. William Blair The date of this prospectus is , 2021 Table of Contents able to adapt and capitalize on the evolving global competitive landscape will be the winner of the 21st century. Our focus will be on companies with sustainable business and solid corporate governance that may have high impact on the world s Sustainable Development Goals (SDG) and are determined to better society and the environment. Our team will apply our unique Mentor-Investor philosophy to partner with our late-stage growth, high quality targets where we can offer financial, operational, and executive mentoring in order to accelerate their growth and development, organically and strategically, from a privately held entity to a fast growing publicly traded company. Our Mentor-Investor approach can be broken down into several phases: Inception. This phase usually lasts up to 2 months and entails incorporating a SPAC and bringing on a Private-to-Public (PPE) management team that includes TMT experts, entrepreneurs, and executive operators. During this phase, a blank check company also secures a sponsorship team composed of wealthy individuals in the TMT sector, family offices, institutional buyers, private equity firms, and hedge funds. In launching an initial public offering ( IPO ), the SPAC management pays the most attention to forming an IPO book to ensure a solid balance of fundamental equity investors. Searching. The search for a financially viable target ready to become a public company may take 3 to 6 months. Our search for a potential business combination usually focuses on the TMT sector and other diversified verticals nationally and worldwide. Following our Mentor-Investor playbook, as we seek to identify high potential, mutually interested targets for future Private-to-Public (PPE) platforms and other portfolio companies of GigCapital Global, we screen thousands of companies from public databases. As an example, for GIG2 and GIG3, we studied approximately 5,500 potential business combinations. In determining whether a company may become our initial business combination, we look at the target s prospects as a public company, consider potential avenues for exit and financing, and if the company is supported by an entrepreneurial management team and technology-oriented owners. Engagement. The next step is negotiation and execution of a letter of intent. It may take from 2 to 4 weeks, and another 4 to 6 weeks are required to conduct due diligence review and sign a binding definitive agreement. Closing. Following entry into the binding definitive agreement, the target must deliver audited financial statements as required to enable us to file all necessary SEC filings and obtain SEC clearance of these filings in a process that may take 3 to 6 months. During this phase, to the extent not yet done, we also need to secure financing through back-stop lenders or fundamental equity investors and ensure compliance with the minimum listing conditions (e.g., maintaining a market-cap, providing a required float and secure minimum round-lot shareholders), before closing the business combination. With the support of our TMT investors, underwriters, legal counsel, accounting, investment and commercial banking firms, research analysts, investor and public relations, and human resources firms, we create a one-stop-shop or an IPO in a Box to ensure the successful path to becoming a public company. Growth and Exit. The final phase may last from 2 to 5 years, during which we invest our time and resources in expanding and growing the business. We actively participate in meetings of the board of directors and strategic advisory board, provide continuous financing and M&A advisory support for growth, geographic expansion and consolidation, and prepare the business combination for de-SPAC. The SPAC structure is designed to create a public currency for future growth rather than a liquidity event for investors or founders. In particular, we intend to target companies in the TMT, A&D, mobility, and semiconductor industries, with a particular emphasis on the EMEA market, that embrace today s digital transformation as a competitive advantage. Being conscientious corporate citizens, we will focus on sustainable technology companies that can shape a better society and a healthier environment. We believe that such an approach enables organic and inorganic fast-paced growth, creating new strategic, operational, and business opportunities fueled by emerging Table of Contents cloud, analytics, big data, and cognitive technologies. Businesses who rethink their current and future capabilities amid disruption will be better positioned for growth in the digital age. We intend to evaluate private and public companies as potential initial business combination targets, focusing on opportunities that we believe would provide appropriate risk-adjusted returns to stockholders. Following our initial business combination, our objective will be to implement or support the acquired company s operating strategies and actively partner with management to provide it with a seamless and smooth introduction to its public market operations, in order to generate additional value for stockholders. General goals will include enhancement of organic growth efficiencies, total global operations improvements, and additional acquisitions to support a roll-up in an attempt to establish an industry-leading platform in the selected emerging market vertical. Our management team has significant hands-on experience helping TMT, A&D, mobility, and semiconductor companies optimize their existing and new growth initiatives by exploiting insights from rich data assets that already exist within most TMT, A&D, mobility, and semiconductor companies. Further, we intend to share best practices and key learnings gathered from our management team s operating and investing experience, as well as strong relationships in the TMT, A&D, mobility, and semiconductor industries, to help shape corporate strategies. Additionally, our management team has operated and invested in leading global TMT, A&D, mobility, and semiconductor companies across their corporate life cycles and has developed deep relationships with key large multi-national organizations and investors. We believe that these relationships and our management team s know-how present a significant opportunity to help drive strategic dialogue, access new customer relationships and achieve global ambitions to unlock value through the combination closing, as well as following the completion of our initial business combination for a horizon of 3-5 years. Over the last several years, there has been an increase in private equity and venture-backed capital invested in TMT companies. PricewaterhouseCoopers LLP ( PwC ) estimates that US-based venture-backed companies raised nearly $130 billion in 2020, up 14% year-over-year from 2019, despite the impacts of COVID-19.7 Because venture-backed technology companies raise significantly more capital prior to IPO, the majority now reach unicorn status before even going public,8 and as a result, in 2021, we similarly expect to see that TMT companies becoming public via a traditional IPO will also primarily be mega unicorns. In this market environment, blank check companies are well-positioned to provide a benefit of a public listing to private companies. The U.S. capital market was remarkably active in 2020. The total number of U.S. IPOs in 2020 was approximately 407, which raised a total of $145.3 billion compared to $56.2 billion collected by 195 companies in 2019.9 2020 was a record-breaking year for SPAC IPOs, as 248 IPOs raised $83.4 billion,10 which is 60.9% of all U.S. IPOs by deal number and 57.4% by proceeds. As a result of the increased number of blank check company IPOs, they represented a larger percentage of the IPOs in 2020 than in the prior ten years11 and has become a strong alternative for liquidity. According to the PwC report, the IPO market was dominated by life science and technology companies, which represented approximately 21% and 14% by deal number of the aggregate U.S. IPOs in 2020, respectively.12 TMT companies accounted for about one-third of all non-SPAC IPOs in 2020, consistent with 2019.13 In the first quarter of 2021, 297 SPAC IPOs raised approximately $96.6 billion,14 which in one quarter alone is 19.8% by deal number and 15.8% by proceeds more than in the entire 2020 calendar year. In the first quarter of 2021, there were also larger private placements that raised more working capital in excess of the amount of the minimum cash closing condition.15 Currently, more than 7 PwC / CBInsights MoneyTree Report Q4 2020. 8 CBInsights, The 2020 Tech IPO Pipeline. 9 PwC, 2020 Annual Capital Markets Watch. 10 SPAC Research Newsletter, Jan 4, 2021. Compare to EY, Global IPO Trends: Q4 2020, which estimates that 248 SPAC IPOs raised 80.9 billion in 2020. 11 Renaissance Capital, US IPO Market 2020 Annual Review. 12 PwC, 2020 Annual Capital Markets Watch. 13 PwC, 2020 Annual Capital Markets Watch. 14 Nomura, SPAC Market Update for the week ending April 2, 2021. 15 SPAC Research Newsletter, April 26, 2021. Table of Contents 120 active SPACs have announced their business combinations, and approximately 27.5% of 426 SPACs seeking a business combination are focused on the TMT sector.16 Thus, technology SPACs have to operate in a highly competitive environment. In light of these market conditions, we intend to primarily focus our target sourcing efforts on private companies that we believe would benefit from a public listing and that otherwise cannot gain access to public capital in this current market environment. Being one of seven SPACs affiliated with GigCapital Global, with the other six being GIG1 which successfully completed its combination with Kaleyra, Inc. (NYSE American: KLR) in November 2019, GIG2 which announced its agreement for a business combination with UpHealth Holding, Inc. and Cloudbreak Health, LLC in November 2020, GIG3 which closed its business combination with Lightning Systems, Inc. (doing business as Lightning eMotors) in May 2021, GIG4 which completed its initial public offering in February 2021 and is now engaged in intensive efforts of searching and screening companies worldwide, GIG5 which is expected to complete its initial public offering in the second quarter of 2021 and be listed on the NYSE under the symbol GIA, and GIG6 which is expected to complete its initial public offering concurrently with or shortly after the GIG5 offering and be listed on Nasdaq under the symbol GIF, we believe that our management team s distinctive background and record of acquisition and operational success could have a significant impact on target businesses. Furthermore, we believe that we are providing an interesting alternative investment opportunity that capitalizes on key trends impacting the capital markets for TMT, A&D, mobility, and semiconductor companies, and through our association with GigCapital Global and its affiliates, and use of the unique differentiation value proposition as a Mentor-Investor philosophy. Based on our many years of experience in TMT and A&D operations and the mobility and semiconductor industries, and in particular, our last three years of experience in SPAC target sourcing worldwide and our very extensive and diversified funnel of prospective targets, we believe that our management team is well-positioned to identify attractive businesses within the TMT, A&D, mobility, and semiconductor industries that would benefit from access to the public markets and the skills of our management team. Our objective is to consummate our initial business combination with such a business and enhance stockholder value by improving its operational performance. We believe we can achieve this objective by relying on our management s extensive experience in the TMT, A&D, mobility, and semiconductor industries and utilizing its network of exceptional personal contacts in those industries and great respect in the business community. We believe many companies in the TMT, A&D, mobility, and semiconductor sectors could benefit from access to the public markets but have been unable to do so due to a number of factors, including the time it takes to conduct a traditional IPO, market volatility and pricing uncertainty. We intend to focus on evaluating more established companies with leading competitive positions, strong management teams and strong long-term potential for revenue growth and margin expansion. Our Sponsor, GigInternational1 Sponsor, LLC, was co-founded and is managed by and affiliated with Dr. Avi S. Katz, who is also the Executive Chairman of our board of directors ( Board of Directors ), and Dr. Raluca Dinu, our Chief Executive Officer, President, Secretary, and a member of our Board of Directors. Dr. Katz and Dr. Dinu have spent 33 years and 20 years, respectively, in international executive positions within the TMT industry, working for privately held start-ups, middle-cap companies and large enterprises. In these roles, they have been instrumental in launching and accelerating entities, building teams, large-scale fundraising, developing key alliances and technology partnerships, mergers and acquisitions, business development, financial management, global operations, and sales and marketing. In October 2017, Dr. Katz founded GigCapital Global s first SPAC, GIG1, a Private-to-Public Equity (PPE) company formed for the purpose of acquiring a company in the TMT industry. GIG1 completed its initial public offering in December 2017, in which it sold 14,375,000 units at a price of $10.00 per unit, with each unit consisting of one share of GIG1 common stock, three-fourths (3/4) of one warrant to purchase one share of GIG1 common stock and one 16 SPAC Market Snapshot, BMO Capital Markets, April 5, 2021. Table of Contents right to receive one-tenth (1/10) of one share of GIG1 common stock, generating aggregate proceeds of $143,750,000, and, at that time, was listed on the NYSE under the symbol GIG. On February 22, 2019, after an intensive screening of more than 400 companies worldwide, GIG1 entered into a stock purchase agreement to acquire Kaleyra S.p.A., a company with shares formed under the laws of Italy ( Kaleyra ), at a transaction enterprise value of $187,000,000 with combined cash and/or promissory note consideration of $15,000,000. Kaleyra is a global company specialized in providing secure and reliable customer communication for financial institutions and companies of all sizes. The transaction closed on November 25, 2019, and GIG1 was renamed Kaleyra, Inc. and listed on the NYSE American stock exchange under the symbol KLR. Dr. Katz has been serving as the Executive Chairman and Secretary of Kaleyra, Inc. since the consummation of the transaction in November 2019. Prior to that time, in addition to being the Executive Chairman and Secretary, he was also the Chief Executive Officer of GIG1. In March 2019, Dr. Katz founded GIG2, a Private-to-Public Equity (PPE) company formed for the purpose of acquiring a company in the TMT industry. GIG2 completed its initial public offering in June 2019, in which it sold 17,250,000 units at a per unit price of $10.00, with each unit consisting of one share of GIG2 common stock, one warrant to purchase one share of GIG2 common stock, and one right to receive one-twentieth (1/20) of one share of GIG2 common stock, generating aggregate proceeds of $172,500,000. GIG2 is listed on the NYSE under the symbol GIX. Dr. Katz has served since inception of GIG2 as its Executive Chairman and Secretary, and he initially until August 2019, served as its Chief Executive Officer, when Dr. Dinu substituted for him as its Chief Executive Officer. On November 23, 2020, GIG2 announced that it had executed business combination agreements with each of UpHealth Holdings, Inc. and Cloudbreak Health, LLC. GIG2 will pay $990,000,000 for UpHealth Holdings, Inc. and $110,000,000 for Cloudbreak Health, LLC in its equity plus certain cash and sellers notes. The deal combines UpHealth s patient care management, telemedicine, and digital pharmacy services with Cloudbreak s video consultation platform for doctors and patients. The deal is expected to close in the first half of 2021. Upon the closing of the transaction, the combined company will be named UpHealth, Inc. and will continue to be listed on the NYSE under the new ticker symbol UPH. In February 2020, Drs. Katz and Dinu co-founded GIG3, a Private-to-Public Equity (PPE) company formed for the purpose of acquiring a company in the TMT industry. GIG3 completed its initial public offering in May 2020, in which it sold 20,000,000 units at a per unit price of $10.00, with each unit consisting of one share of GIG3 common stock and three-fourths (3/4) of one warrant to purchase one share of GIG3 common stock, generating aggregate proceeds of $200,000,000. In May 2021, GIG3 closed its business combination with Lightning Systems, Inc., a company that designs and manufactures all-electric powertrains for medium- and heavy-duty vehicles, which does business as Lightning eMotors, and the combined company has changed its name to Lightning eMotors, Inc. and its common stock and warrants are listed on the NYSE under the symbols ZEV and ZEV.WS, respectively. Following the closing, Dr. Katz has been elected a director of Lightning eMotors, Inc. Prior to that, he served as the Chief Executive Officer, Executive Chairman, and Secretary of GIG3 since its inception until the closing in May 2021. In December 2020, Drs. Katz and Dinu co-founded GIG4, a Private-to-Public Equity (PPE) company formed for the purpose of acquiring a company in the TMT and sustainable industries. GIG4 completed its initial public offering in February 2021, in which it sold 35,880,000 units at a per unit price of $10.00, with each unit consisting of one share of GIG4 common stock and one-third (1/3) of one warrant to purchase one share of GIG4 common stock, generating aggregate proceeds of $358,800,000. GIG4 is listed on Nasdaq under the symbol GIG. GIG4 is engaged in intensive efforts of searching and screening companies worldwide and has not yet completed its initial business combination. Dr. Katz has served as the Executive Chairman of GIG4 since its inception. In January 2021, Drs. Katz and Dinu co-founded GIG5 and GIG6, Private-to-Public Equity (PPE) companies formed for the purpose of acquiring a company in the TMT, A&D, intelligent automation and sustainable industries for GIG5, and TMT, cybersecurity and privacy industries for GIG6, which are expected to complete their respective initial public offerings in the second quarter of 2021 and sell 35,000,000 units each (or up to 40,250,000 units if the over-allotment option is exercised in full) at a per unit price of $10.00, with each unit consisting of one share of common stock and one-third (1/3) of one warrant to purchase one share of common stock, each generating aggregate proceeds of $350,000,000 (or up to $402,500,000 if the underwriters over-allotment option is exercised in full). GIG5 is expected to apply for listing on the NYSE under the symbol Table of Contents GIA, and GIG6 is expected to apply for listing on Nasdaq under the symbol GIF. Dr. Katz has been the Executive Chairman of GIG5 since its inception and a director of GIG6 since its inception. Dr. Katz is also the sole managing member of GigFounders, LLC and a managing member of GigManagement, LLC. He is also a co-founder of Cognizer Inc. ( Cognizer ), a software company specializing in deep-learning powered natural language AI, and was the Executive Chairman of Cognizer s board of directors from its inception in December 2018 until August 2020. Prior to launching his first Private-to-Public (PPE) company, Dr. Katz dedicated 10 years to incept and bootstrap, develop and manage GigPeak, Inc. ( GigPeak, NYSE American: formerly GIG), originally known as GigOptix, Inc. He served as Chairman of the Board, Chief Executive Officer and President of GigOptix / GigPeak. From its inception in 2007 until its sale in April 2017 to Integrated Device Technology, Inc. (Nasdaq: IDTI) ( IDT ) for $250 million in cash, GigPeak provided semiconductor integrated circuits (ICs) and software solutions for high-speed connectivity and video compression. While Dr. Katz was at GigPeak s helm, the company completed 10 M&A deals. From 2003 to 2005, Dr. Katz was the chief executive officer, president, and member of the board of directors of Intransa, Inc., which at the time provided full-featured, enterprise-class IP-based Storage Area Networks (SAN). From 2000 to 2003, Dr. Katz was the chief executive officer and a member of the board of directors of Equator Technologies Inc. ( Equator Technologies ), which at the time sought to commercialize leading-edge programmable media processing platform technology for the rapid design and deployment of digital media and imaging products. Dr. Katz has held several leadership positions over the span of his career within the TMT industry since serving as a member of Technical Staff at AT&T Bell Laboratories in the 1980s, and has made numerous angel investments in high-tech companies around the world. Dr. Katz is a graduate of the 1976 class of the Israeli Naval Academy, a graduate of the 1979 USA Naval ASW class, and holds a B.Sc. and Ph.D. in Semiconductors Materials from the Technion (Israel Institute of Technology). He is a serial entrepreneur, holds many U.S. and international patents, has published many technical papers and is the editor of a number of technical books. With respect to the foregoing examples, the past performance of the members of our management team or their affiliates, including with respect to GIG1, GIG2, GIG3, GIG4, GIG5, and GIG6, and their engagement in the TMT and other markets, is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record of the performance of our management or any of its affiliates performance, including GIG1, GIG2, GIG3, GIG4, GIG5, and GIG6, as indicative of our future performance. In addition, members of our management team and their affiliates are likely to form other Private-to-Public Equity (PPE) companies prior to the completion of our initial business combination. Any future Private-to-Public Equity (PPE) companies, while also likely focusing on the TMT industry, will likely address other verticals to avoid competition with the Company and will likely involve the addition to their board, management and consulting analysts of individuals who are not involved with the Company that will exhibit expertise in the specific vertical of interest of those companies. Business Strategy Our business strategy is to identify and complete our initial business combination with a company that complements the experience of our management team and can benefit from our management team s operational expertise. Our selection process is expected to leverage our management team s broad and deep relationship network and unique TMT, A&D, mobility, and semiconductor industry expertise, including proven deal-sourcing and structuring capabilities, to provide us with a multitude of business combination opportunities. Our management team has experience: operating companies, setting and changing strategies, and identifying, mentoring, and recruiting world-class talent; developing and growing companies, both organically and strategically, and expanding the product ranges and geographic footprints of a number of businesses; Table of Contents sourcing, structuring, acquiring and selling businesses and achieving synergies to create stockholder value at the initial stages of the public life cycle and through long-term operational horizon; establishing a wide deal flow and efficient methodology of screening superior M&A targets worldwide; partnering with industry-leading companies to increase sales and improve the competitive position of those companies; addressing business and technological changes in an evolving global TMT, A&D, mobility, and semiconductor industry landscape; evaluating the viability of emerging TMT, A&D, mobility, and semiconductor business models; providing complete one-stop-shop services required for a successful process of becoming public, including, but not limited to, access to investors, legal and accounting support, investment and commercial banking services investor and public relations services, and human resources services; fostering relationships with sellers, capital providers and target management teams; and accessing the capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership. Following the completion of this offering, we intend to enhance and extend the process of communicating with our management team and its affiliates network of relationships worldwide to articulate the parameters for our search for a potential target initial business combination and begin the process of pursuing and reviewing potential opportunities. Business Combination Criteria Consistent with our strategy, we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses and, when evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews and inspection of facilities, as applicable, as well as a review of financial and other information that will be made available to us. We are seeking Mentor-Investor partner candidates for a 3 to 5-year journey following our initial business combination with a goal of reaching an enterprise value of over $1 billion. We intend to use the following and other criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria or guidelines: Companies that embrace today s digital transformation and mobility. We will seek TMT, A&D, mobility, and semiconductor companies anywhere in the world that embrace today s digital transformation and mobility as a competitive advantage. Being conscientious corporate citizens, we will focus on sustainable technology companies that can shape a better society and a healthier environment. We believe that such an approach enables both organic and inorganic fast-paced growth, creating new strategic, operational, and business opportunities fueled by the emerging cloud, analytics, big data and cognitive technologies. Businesses who rethink their current and future capabilities amid disruption will be better positioned for growth in the digital age. We seek to combine with the best available U.S. or overseas private or foreign listed companies. Companies that will benefit from a public listing. We will focus on partners looking to move to the next level through a public combination and roll-up and primarily seek companies with entrepreneurial owners and leadership that may benefit from being publicly traded and may effectively utilize in furtherance of growth a broader access to capital and a public profile. A public status is designed to enhance organic and strategic growth opportunities and accelerate execution of business ideas in dynamic and competitive growth markets. Table of Contents Companies that will benefit from our industry expertise and relationships. We will seek companies that will be best positioned to leverage our industry expertise, international capabilities, global experience, prior references, insights and relationships to create opportunities for value creation, whether through acquisitions, capital investments in organic growth opportunities, generating greater operating efficiencies or significantly improving financial performance. Our management has a proven track record and extensive M&A and capital market experience to help to define the public market strategy for our initial business combination. We believe our strategy leverages our management team s distinctive background and vast network of industry leaders in the TMT, A&D, mobility, and semiconductor industries. We will seek to identify such opportunities for value creation in evaluating potential business combinations. Our management also demonstrated the speed, certainty, and efficiency in executing prior deals, which is highly desirable to quality business partners. Companies that are market-leading participants. We will seek a target that has an established business and market position. While we will focus on TMT, A&D, mobility, and semiconductor businesses, we will not seek a target that is pre-revenue or in the early stages of development with unproven technologies. Companies that are small or mid-sized businesses ( SMB ). We believe targeting companies in the SMB market will provide the greatest number of opportunities for investment and will maximize the benefits of the collective network of our management team and its affiliates. Companies with strong management. We will prioritize entities with well-established, proven and talented management teams that wish to continue to drive their companies to growth by leveraging a public market platform and are eager to succeed with support from an interactive and hands-on board of directors. To the extent we believe it will enhance stockholder value, we would seek to selectively supplement the existing leadership of the business with proven leaders from our network, whether at the senior management level or at the board level. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. Initial Business Combination We will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether we will seek stockholder approval of our proposed business combination or allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Unlike other blank check companies, which require stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and related conversions of public shares for cash upon consummation of such initial business combinations, even when a vote is not required by law, we will have the flexibility to avoid such stockholder vote and allow our stockholders to sell their shares pursuant to the tender offer rules of the SEC. In that case, we will file tender offer documents with the SEC, which will contain substantially the same financial and other information about the initial business combination as is required under the SEC s proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, if we seek stockholder Table of Contents approval, the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider the initial business combination. We will have until 15 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up to 21 months to complete a business combination); provided that our Sponsor (or its designees) must deposit into the trust account funds equal to one percent (1%) of the gross proceeds of the offering (including such proceeds from the exercise of the underwriters over-allotment option, if exercised) for each 3-month extension of the time period to complete our initial business combination, in exchange for a non-interest bearing, unsecured promissory note. If we are unable to consummate an initial business combination within such time period, we will, as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust account and net of interest that may be used by us to pay our franchise and income taxes payable, and less up to $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish the public stockholders rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law and as further described herein, and then seek to dissolve and liquidate. We expect the pro rata redemption price to be approximately $10.10 per share of Common Stock (regardless of whether or not the underwriters exercise their over-allotment option), without taking into account any interest earned on such funds. However, we cannot assure you that we will in fact, be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public stockholders. Our initial business combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and any taxes payable on interest earned) at the time of the agreement to enter into the initial business combination. The fair market value of the target or targets will be determined by our Board of Directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our Board of Directors will rely on generally accepted standards, our Board of Directors will have the discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the Board of Directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of the fair market value of the target business, as well as the basis for our determinations. If our Board of Directors is not able independently to determine the fair market value of the target business or businesses, we may obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, with respect to the satisfaction of such criteria. However, unless we consummate our initial business combination with an affiliated entity, our Board of Directors is not required to obtain an opinion from an independent investment banking firm or another independent entity that the price we are paying is fair to our stockholders from a financial point of view. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We currently anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination where we merge directly with the target business or where we acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target Table of Contents sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we could acquire a 100% controlling interest in the target; however, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. As more fully discussed in Management Conflicts of Interest, if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has fiduciary or contractual obligations, including, among other things, GIG2 in the event its business combination is not consummated, and GIG4, GIG5 and GIG6, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Certain of our directors currently have, and any of our officers or directors may in the future have, certain relevant fiduciary duties or contractual obligations. In addition, our Sponsor, officers, and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our Sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. In particular, affiliates of our Sponsor are currently sponsoring GIG2 which announced its agreement for a business combination with UpHealth Holding, Inc. and Cloudbreak Health, LLC, both TMT companies, in November 2020, GIG3 which closed its business combination with Lightning Systems, Inc. (doing business as Lightning eMotors), a TMT company, in May 2021, and GIG4 which completed its initial public offering in February 2021 and is now engaged in intensive efforts of searching and screening companies worldwide. In January 2021, Drs. Katz and Dinu co-founded GIG5 and GIG6, each of which is expected to complete its respective initial public offering in the second quarter of 2021. These two new SPACs may also create potential conflicts of interest for our Sponsor. Further, there is significant overlap among the directors and officers of GIG2, GIG4, GIG5, GIG6, and our company. Dr. Katz, the Executive Chairman of our Board of Directors, serves as the Executive Chairman of GIG2, GIG4, and GIG5. Dr. Raluca Dinu, our Chief Executive Officer, President, Secretary, and a member of the Board of Directors, serves as a member of the board of directors of GIG2, GIG4, GIG5, and GIG6. Dr. Dinu is also the Chief Executive Officer of GIG2, GIG4, GIG5, and GIG6 and serves as the Executive Chairman of GIG6. Dorothy D. Hayes, one of our directors, is a member of the board of directors of GIG4 together with Mr. Betti-Berutto, GIG5 together with our director Raanan I. Horowitz, and GIG6 together with Mr. Wang. Ms. Hayes also serves on the board of directors of Intevac, Inc. (Nasdaq: IVAC) and as the chairwoman of the board of directors of First Tech Federal Credit Union. In addition, Mr. Horowitz serves as the President and Chief Executive Officer of Elbit Systems of America, a wholly-owned subsidiary of Elbit Systems Ltd. He is also a member of the Board of Governors of the Aerospace Industries Association, and the board of directors for the National Defense Industrial Association, and a member of Business Executives for National Security. Furthermore, Brad Weightman, our Chief Financial Officer, serves as the Vice President and Chief Financial Officer of GIG2, the Chief Financial Officer of GIG4, and the Treasurer and Chief Financial Officer of GIG5 and GIG6. In addition, Dr. Katz serves as the Executive Chairman of the board of directors of Kaleyra, Inc., which may also seek to acquire companies in the TMT industry, and as a member of the board of directors of Lightning eMotors, Inc. Furthermore, Dr. Dinu chairs the Strategic Advisory Board of Kaleyra, Inc. and serves on the board of directors of Lightning eMotors, Inc. Any of such companies may present additional conflicts of interest in pursuing an acquisition Table of Contents target. However, we do not believe that any potential conflicts would materially affect our ability to complete our initial business combination, particularly as we are planning to focus the target search of our company on different TMT, A&D, mobility, and semiconductor verticals. Our Sponsor is affiliated with GigCapital Global, with which GIG2, GIG4, GIG5, GIG6, and their sponsors are also affiliated. GigCapital Global uses the resources of numerous individuals who have held executive officer or other senior-level TMT, A&D, mobility, and semiconductor industry positions to assist the SPACs with which it is affiliated in finding a suitable business combination target. Over the last few months, a number of new individuals have made their services available to GigCapital Group and its affiliates. In addition, upon the closing of the business combination announced by GIG2, many of the individuals involved with GigCapital Global who have been involved with GIG2 will be able to devote meaningful time and resources to focus efficiently on our endeavors. Emerging Growth Company Status and Other Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning assigned to it in the JOBS Act. Corporate Information Our executive offices are located at 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303, and our telephone number is (650) 276-7040. Table of Contents THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors. Securities offered 20,000,000 units (or 23,000,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one share of Common Stock; and One-half (1/2) of one warrant to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. Listing of our securities and proposed symbols We anticipate that the units, as well as the shares of Common Stock and warrants underlying the units (once they begin separate trading), will be listed on Nasdaq under the symbols GIWWU, GIW, and GIWWW, respectively. Each of the units, shares of Common Stock and warrants may trade separately on the 52nd day after the date of this prospectus unless the underwriters determine that an earlier date is acceptable. In no event will the underwriters allow separate trading of our Common Stock and warrants until we file a Current Report on Form 8-K with the SEC with an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. Once our Common Stock and warrants commence separate trading, the holders thereof will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Common Stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade whole warrants. We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering, promptly upon the closing of this offering, which is anticipated to take place two Table of Contents business days from the date the units commence trading. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the initial Current Report, or any amendment thereto or subsequent filing, as applicable, information indicating if the underwriters have allowed separate trading of the shares of Common Stock and warrants prior to the 52nd day after the date of this prospectus. Units: Issued and outstanding before this offering 0 units Issued and outstanding after this offering and the concurrent private placement Shares of Common Stock: 20,950,000 units17 Issued and outstanding before this offering 5,750,000 shares18 Issued and outstanding after this offering and the concurrent private placement units to purchase Common Stock: 25,950,000 shares19 Outstanding before this offering 0 warrants Outstanding after this offering and the concurrent private placement 10,475,000 warrants20 Exercisability Each whole warrant is exercisable for one share of Common Stock. The warrants may only be exercisable for whole shares of Common Stock. Exercise price $11.50 per share of Common Stock, subject to adjustment as described in this prospectus. In addition, if (x) we issue additional shares of Common Stock or equity-linked securities for 17 Assumes no exercise of the underwriters over-allotment option and includes, accordingly, an aggregate of 950,000 private units sold concurrently with the closing of this offering. 18 Consists of the 5,735,000 founder shares issued prior to the consummation of this offering and 15,000 insider shares issued prior to the consummation of this offering, and includes 750,000 founder shares subject to forfeiture by our Founder depending on the extent to which the underwriters over-allotment option is exercised. 19 Assumes no exercise of the underwriters over-allotment option, and includes, accordingly, (i) an aggregate of 650,000 private units with 650,000 private shares purchased by our Sponsor, (ii) an aggregate of 300,000 private units with 300,000 private shares purchased by the underwriters, and (iii) assumes, accordingly, that an aggregate of 750,000 founder shares have been forfeited. 20 Assumes no exercise of the underwriters over-allotment option and includes, accordingly, private warrants to purchase 475,000 shares of Common Stock sold concurrently with the closing of this offering. Table of Contents capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by our Board of Directors, and in the case of any such issuance to our Founder or its affiliates, without taking into account any founder shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 65% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Common Stock during the 20 trading-day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of Common Stock or equity-linked securities. On the exercise of any warrant, the exercise price will be paid directly to us and not placed in the trust account. We are not registering the shares of Common Stock issuable upon exercise of the warrants (the warrant shares ) at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement for the registration under the Securities Act of the warrant shares and thereafter use our best efforts to cause the registration statement to become effective and to maintain the effectiveness of such registration statement until the expiration of the warrants. No warrants will be exercisable for cash unless we have an effective and current registration statement covering the issuance of the warrant shares and a current prospectus relating thereto. If a registration statement covering the issuance of the warrant shares is not effective within 90 days following the consummation of our initial business combination, warrant holders may nevertheless, until such time as there is such an effective registration statement and during any period when Table of Contents we shall have failed to maintain such an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act. In this circumstance, each holder would pay the exercise price by surrendering warrants exercisable for the number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying such warrants and the difference between the exercise price of such warrants and the fair market value (defined below) by (y) the fair market value. The fair market value means the average reported last sale price of the shares of Common Stock for the five trading days ending on the trading day prior to the date of exercise. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and 12 months from the closing of this offering. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption. No fractional shares will be issued upon exercise of the warrants, and only whole warrants will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of Common Stock to be issued to the warrant holder. Redemption of Warrants When the Price Per Share of Our Common Stock Equals or Exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (excluding the private warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last reported sale price of our Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock Table of Contents dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the warrant shares underlying the warrants to be so redeemed that are issuable upon their exercise is then effective and a current prospectus relating to those warrant shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. No fractional shares of Common Stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Common Stock to be issued to the holder. Founder Shares and Insider Shares In February 2021, our Sponsor purchased 5,735,000 founder shares for an aggregate purchase price of $25,000, or $0.0043592 per share. Up to 750,000 founder shares are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised during this offering. The number of founder shares, and the forfeiture mechanism underlying the founder shares, has been determined in order to ensure that the founder shares and insider shares will collectively represent 20% of the outstanding shares of Common Stock (excluding the private shares) upon completion of this offering and the exercise of the underwriters over-allotment option, if any. If we increase or decrease the size of this offering pursuant to Rule 462(b) under the Securities Act, we will effect a share dividend or a share contribution back to capital, as applicable, immediately prior to the consummation of the offering, in such amount as to maintain the collective ownership of the initial stockholders, prior to this offering at approximately 20% of our Table of Contents issued and outstanding shares of Common Stock (excluding the private shares) upon the consummation of this offering. Prior to the investment in the Company of an aggregate of $25,000 by our Founder, we had no assets, tangible or intangible. Prior to the consummation of this offering, we will issue 5,000 insider shares to Brad Weightman, our Chief Financial Officer, and 10,000 shares to ICR, an investor relations firm providing services to the Company, in each case, solely in consideration of future services. The 5,000 insider shares granted to Brad Weightman, our Chief Financial Officer, will be subject to forfeiture and cancellation in the event Mr. Weightman resigns or is removed for cause from his position with the Company prior to consummation of our initial business combination. The 10,000 insider shares granted to ICR will not be subject to forfeiture. Private units Our Sponsor and the underwriters have committed, pursuant to written agreements, to purchase an aggregate of 950,000 private units (or 995,000 private units if the underwriters over-allotment is exercised in full) at $10.00 per unit in a private placement that will close simultaneously with this offering. A portion of the purchase price of the private units will be added to the proceeds of this offering to be held in the trust account described below. If we do not complete our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this registration statement), the proceeds from the sale of the private units held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the warrants included in the private units will expire worthless. The private units are identical to the public units, except that the underlying warrants: (i) will not be redeemable by us and (ii) may be exercised for cash or on a cashless basis, as described in this prospectus, so long as they are held by our Sponsor, the underwriters or any of their respective permitted transferees. If the warrants included in the private units are held by holders other than our Sponsor, the underwriters or any of their respective permitted transferees, then the Table of Contents warrants included in the private units will be redeemable by us and exercisable by the holders on the same basis as the public warrants. In the event of a liquidation prior to our initial business combination, the warrants included in the private units will expire worthless. The private units purchased by the underwriters are deemed underwriters compensation by FINRA pursuant to Rule 5110 of the FINRA Manual and will be subject to lock-up requirements and resale registration limitations imposed by that rule. Transfer restrictions applicable to founder shares, insider shares and private units Except with respect to Permitted Transferees as described herein under Principal Stockholders, our initial stockholders and the underwriters have agreed not to transfer, assign or sell any of their respective founder shares, insider shares, private units or any securities underlying the private units that they may hold until the date that is (i) in the case of the founder shares and insider shares, the earlier of (A) 6 months after the date of the consummation of our initial business combination or (B) subsequent to our initial business combination, (x) the date on which the last sale price of our Common Stock equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after our initial business combination, or (y) the date on which we consummate a liquidation, merger, stock exchange or other similar transaction after our initial business combination which results in all of our stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, and (ii) in the case of the private units or any securities underlying the private units, until 30 days after the completion of our initial business combination. Any Permitted Transferees would be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Voting arrangements with our Founder, underwriters and related parties Our initial stockholders and the underwriters will each enter into letter agreements with us, pursuant to which they will agree: (1) to waive their redemption rights with respect to their founder shares, insider Table of Contents shares, private shares and shares underlying any warrants included in the private units held by them in connection with the consummation of our initial business combination; and (2) to waive their rights to liquidating distributions from the trust account with respect to their founder shares, insider shares and private shares if we fail to complete our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this registration statement), although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame. Our Founder, officers and directors have also agreed to waive their redemption rights with respect to any public shares purchased during or after this offering in connection with the consummation of our initial business combination. If we submit an initial business combination to our stockholders for a vote, our initial stockholders and the underwriters have agreed, pursuant to such agreements, to vote any shares of Common Stock held by them in favor of such initial business combination. As a result, in addition to the founder shares, insider shares, shares of Common Stock included in the private units that our Sponsor and the underwriters have committed to purchase (as described above), we would need approximately 7,025,001 public shares, or approximately 35.13% of the 20,000,000 public shares sold in this offering, to be voted in favor of a transaction (assuming all issued and outstanding shares are voted, the over-allotment option is not exercised and 750,000 founder shares have been forfeited) in order to have such initial business combination approved. Expressions of Interest Certain individuals and investment funds that are members of our Sponsor or their affiliates may choose to purchase units in this offering at the offering price; however, no members of our Sponsor are obligated to do so, and no members of our Sponsor will forfeit any economic or other interest in our Sponsor if they do not purchase units in this offering. To the extent that any such member of our Sponsor or its affiliates has expressed to us an interest to purchase units in this offering at the Table of Contents offering price, we have not directed the underwriters to make any particular allocation to such party. Furthermore, because any expressions of interest are not binding agreements or commitments to purchase, such parties may determine to purchase more, fewer or no units in this offering or the underwriters may determine to sell more, fewer or no units to any such party. In the event that such parties purchase such units (either in this offering or after) and vote their public shares in favor of our initial business combination, a smaller portion of affirmative votes from other public stockholders would be required to approve our initial business combination. However, such parties are not required to vote their public shares in favor of our initial business combination. Furthermore, pursuant to the subscription agreements with our Sponsor, no such parties have been granted any additional material stockholder or other rights as a result of being a member of our Sponsor, and are only being issued membership interests in our Sponsor with no right to control our Sponsor or vote or dispose of the founder shares or other securities being purchased by our Sponsor (which will continue to be held by our Sponsor until following our initial business combination). Therefore, such parties will not have any rights to vote such shares included within such securities. In addition, no such parties are required to: (i) vote any shares they may own at the applicable time in favor of our initial business combination or (ii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. Offering proceeds to be held in the trust account The Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the units be deposited in a trust account. Of the $209,500,000 gross proceeds we will receive from this offering and the sale of the private units (or $239,950,000 if the over-allotment option is exercised in full), an aggregate of $202,000,000 (or $10.10 per unit), or $232,300,000 (or $10.10 per unit) if the over-allotment option is exercised in full, will be placed in a segregated trust account located in the United States maintained by Continental Stock Transfer & Trust Company acting as trustee pursuant to an agreement to be signed on the date of this prospectus. The funds in the trust account will Table of Contents be invested only in specified U.S. government treasury bills or in specified money market funds. Except as set forth below, the proceeds held in the trust account will not be released until the earlier of: (1) the completion of our initial business combination within the required time period; (2) our redemption of 100% of the outstanding public shares if we have not completed an initial business combination in the required time period; or (3) our redemption of our public shares in connection with the approval of any amendment to the provisions of our amended and restated certificate of incorporation governing our pre-initial business combination activity and related stockholders rights. Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes. Based upon current interest rates, we expect the trust account to generate approximately $200,000 of interest annually (assuming an interest rate of 0.1% per year). Unless and until we complete our initial business combination, we may pay our expenses only from: that portion of the net proceeds of this offering and the sale of the private units not held in the trust account, which will be approximately $2,075,000 in working capital after the payment of approximately $1,425,000 (excluding the underwriters discounts and commissions) in offering expenses relating to this offering; and any loans or additional investments from our Sponsor, members of our management team or any of their affiliates or other third parties, although they are under no obligation to loan funds or invest in us and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds Table of Contents are released to us upon completion of our initial business combination. Limited payments to insiders There will be no fees, reimbursements or other cash payments paid to our Founder, officers and directors, or their affiliates prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is) other than the following payments, none of which will be made from that portion of the proceeds of this offering and the sale of the private units held in the trust account prior to the consummation of our initial business combination: payment to an affiliate of our Sponsor, GigManagement, LLC, of a total of $30,000 per month for office space and administrative and support services; payment to Sponsor of $125,000, which Sponsor has made available to us as a general working capital loan evidenced by a promissory note and which has an outstanding principal amount of $125,000 as of March 8, 2021; payment to Mr. Weightman, our Chief Financial Officer, for his services in such capacity in an amount set at $5,000 per month; reimbursement of out-of-pocket expenses incurred by our executive officers and directors and advisory fees to directors in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations as well as advisory fees to directors pertaining to board committee service and extraordinary administrative and analytical services; payment for analyst and consultant services as approved by our Board of Directors; and repayment upon consummation of our initial business combination of any loans which may be made by our Sponsor, executive officers and directors, or their affiliates, to finance transaction costs in connection with an intended initial business combination. The terms of any such loans have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into additional units of the post-business combination entity at a price of Table of Contents $10.00 per unit at the option of the lender. The units would be identical to the private units. These payments may be funded using that portion of the net proceeds of this offering and the sale of the private units not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or any of their affiliates. Audit Committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee (which will be composed entirely of independent directors) to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see Management Committees of the Board of Directors Audit Committee. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. The Nasdaq rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in trust (less the deferred underwriting commissions and any taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. If our Board of Directors is not able to independently determine the fair market value of the target business or businesses, we may obtain an opinion from an independent investment banking firm that is a member of FINRA, or from another independent entity. However, unless we consummate our initial business combination with Table of Contents an affiliated entity, our Board of Directors is not required to obtain an opinion from an independent investment banking firm or another independent entity that the price we are paying is fair to our stockholders from a financial point of view. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the issued and outstanding voting securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test; provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Permitted purchases of public shares by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Founder, directors, executive officers, advisors or any of their affiliates may purchase shares of our Common Stock in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Please see Proposed Business Initial Business Combination for a description of how such persons will determine from which stockholders to seek to acquire shares. There is no limit on the number of shares such persons may purchase, or any restriction on the price that they may pay, subject to compliance with applicable law and Nasdaq rules. Any such price per share may be different than the amount per share a Table of Contents public stockholder would receive if it elected to redeem its shares in connection with our initial business combination. However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our Founder, directors, executive officers, advisors or any of their affiliates determine to make any such purchases at the time of a stockholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares of our Common Stock in such transactions. If any of our Founder, directors, executive officers, advisors or any of their affiliates engages in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to (1) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information and (2) clear all trades with our legal counsel prior to execution. We cannot currently determine whether any of our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as that would be dependent upon several factors, including but not limited to, the timing and size of any such purchase. Depending on the circumstances, any of our insiders may decide to make purchases of our Common Stock pursuant to a Rule 10b5-1 plan or may determine that acting pursuant to such a plan is not required under the Exchange Act. We do not currently anticipate that purchases of our Common Stock by any of our Founder, directors, executive officers, advisors or any of their affiliates, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. None of our Founder, directors, officers, advisors or Table of Contents any of their affiliates will purchase shares of our Common Stock if such purchases violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein; provided, that we shall not redeem public shares to the extent that the redemption would result in our failure to have net tangible assets of at least $5,000,001 (so that we do not then become subject to the SEC s penny stock rules), or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. The amount in the trust account will initially be $10.10 per public share and such amount will be increased by $0.10 per public share for each 3-month extension of our time to consummate our initial business combination, as described herein. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders and the underwriters have entered into letter agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, insider shares, private shares, and shares underlying any warrants included in the private units held by them in connection with the consummation of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (1) in connection with a stockholder meeting called to approve the business combination or (2) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or Table of Contents conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding shares of Common Stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by applicable law or stock exchange listing requirement or we choose to seek stockholder approval for business or other reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our Founder, directors and executive officers will terminate any plan established in accordance with Rule 10b5-1 under the Exchange Act to purchase shares of our Common Stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we Table of Contents will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules), or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our Nasdaq listings or Exchange Act registration. If we seek stockholder approval, we will complete our initial business combination only if we receive the affirmative vote of a majority of shares of our Common Stock that are voted at a stockholder meeting relating to the initial business combination. In such case, pursuant to the terms of a letter agreement entered into with us, our initial stockholders and the underwriters have agreed (and any of their permitted transferees will agree) to vote Table of Contents their founder shares, insider shares, private shares and any public shares held by them in favor of our initial business combination. We expect that at the time of any stockholder vote relating to our initial business combination, our initial stockholders and the underwriters (and any of their permitted transferees) will beneficially own approximately 22.93% of our issued and outstanding shares of Common Stock entitled to vote thereon. These voting thresholds, and the voting agreements of our initial stockholders and the underwriters may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for working capital or other general corporate purposes; or (3) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we would not complete the business combination or redeem any shares of Common Stock, and all shares of Common Stock submitted for redemption would be returned to the holders thereof. Tendering share certificates in connection with a tender offer or redemption rights We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such Table of Contents holders, or up to two (2) business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we require public stockholders to satisfy such delivery requirements. Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination in conjunction with a stockholder vote pursuant to a proxy solicitation (meaning that we would not conduct redemptions pursuant to the tender offer rules), our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares of Common Stock with respect to an aggregate of more than 15% of the shares of Common Stock sold in this offering without our prior consent. We believe this restriction will discourage stockholders from accumulating large blocks of shares of Common Stock, and subsequent attempts by such holders to use their ability to redeem their shares of Common Stock as a means to force us or our Founder, directors, executive officers or any of their affiliates to purchase their shares of Common Stock at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder (together with its group ) holding an aggregate of more than 15% of the shares of Common Stock sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares of Common Stock were not purchased by us or our Founder, directors, executive officers or any of their affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our public stockholders redemption rights as herein described, we believe we will limit the potential for a small group of stockholders to unreasonably attempt Table of Contents to block the completion of our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not restrict our stockholders ability to vote all of their shares of Common Stock (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Redemption rights in connection with proposed amendments to our charter documents Our amended and restated certificate of incorporation will provide that amendments to any its provisions relating to our pre-initial business combination activity and related stockholder rights, as well as any other provision of the amended and restated certificate of incorporation, may be amended if approved by holders of a majority of our outstanding Common Stock, subject to applicable provisions of the DGCL or applicable stock exchange rules. If an amendment to any such provision is approved by the requisite stockholder vote, then the corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended. After the completion of this offering, and prior to the consummation of our initial business combination, we may not issue any additional shares of capital stock that would entitle the holders thereof to receive funds from the trust account or vote on an initial business combination, on any pre-business combination activity or on any amendment to the provisions of our amended and restated certificate of incorporation relating to our pre-initial business combination activity and related stockholders rights. Our initial stockholders and the underwriters (and any of their permitted transferees), who will beneficially own approximately 22.93% of our shares of Common Stock upon the closing of this offering (assuming they do not purchase public units in this offering), may participate in any vote to amend our amended and restated certificate of incorporation and will have the discretion to vote in any manner they choose; provided, that, each of them has agreed (and their permitted transferees will agree), pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation Table of Contents that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this registration statement) unless we provide our public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. We may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). Our initial stockholders and the underwriters have entered into letter agreements with us pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, insider shares, private shares and any shares underlying any warrants included in the private units held by them in connection with any amendment to the provisions of our amended and restated certificate of incorporation relating to our pre-initial business combination activity and related stockholders rights. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay the underwriters their deferred underwriting commissions as consideration for providing the services described in the paragraph below, to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the Table of Contents balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. The underwriters will use their commercially reasonable efforts to provide us with the following services: 1) originating and introducing us to potential targets for our initial business combination; 2) arranging institutional investor meetings on our behalf in connection with obtaining financing for the initial business combination; 3) assisting us in meeting our securities exchange listing requirements following the closing of this offering; and 4) providing capital markets advice and liquidity to us following the closing of this offering. If we use our best efforts (and the underwriters use commercially reasonable efforts) to obtain financing in private placements or privately negotiated transactions, but notwithstanding such efforts, we do not have sufficient cash necessary to consummate our initial business combination and pay the deferred underwriting commission, we and the underwriters will cooperate in good faith to come to a mutually satisfactory solution with respect to the payment of the deferred underwriting commission so as to ensure that our obligation to pay the deferred underwriting commission shall not impede the closing of the initial business combination. Redemption of public shares and distribution and liquidation if no initial business combination We will have only 15 months from the closing of this offering to complete our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up to 21 months to complete a business combination); provided that our Sponsor (or its designees) must deposit into the trust account funds equal to one percent (1%) of the gross proceeds of the offering (including such proceeds from the exercise of the underwriters over-allotment option, if exercised) for each 3-month extension of the time period to complete our initial business combination, in exchange for a non-interest bearing, unsecured Table of Contents promissory note. If we are unable to complete our initial business combination within such period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board of Directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 15-month time period. Our initial stockholders and the underwriters have entered into letter agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares, insider shares, private shares and shares underlying any warrants included in the private units if we fail to complete our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this registration statement). However, if our Founder, executive officers or directors acquire public shares after this offering they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the 15-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the trust account in the event we do not complete our initial business combination within 15 months from the closing of this offering (or within 21 months if we extend the Table of Contents period of time to consummate our initial business combination in accordance with the terms described in this registration statement) and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Conflicts of Interest If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has fiduciary or contractual obligations, including, among other things, GIG2 in the event its business combination is not consummated, and GIG4, GIG5, and GIG6, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Certain of our directors currently have, and any of our officers or directors may in the future have, certain relevant fiduciary duties or contractual obligations. In addition, our Sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our Sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. In particular, affiliates of our Sponsor are currently sponsoring GIG2 which announced its agreement for a business combination with UpHealth Holding, Inc. and Cloudbreak Health, LLC, both TMT companies, in November 2020, GIG3 which closed its business combination with Lightning Systems, Inc. (doing business as Lightning eMotors), a TMT company, in May 2021, and GIG4 which completed its initial public offering in February 2021 and is now engaged in intensive efforts of searching and screening companies worldwide. In January 2021, Drs. Katz and Dinu co-founded GIG5 and GIG6, each of which is expected to complete its respective initial public offering in the second quarter of 2021. These two new SPACs may also create potential conflicts of interest for our Sponsor. Further, there is significant overlap among the directors and officers of GIG2, GIG4, GIG5, GIG6, and our company. Dr. Katz, the Executive Chairman of our Board of Directors, serves as the Executive Chairman of GIG2, GIG4, and GIG5. Dr. Raluca Dinu, our Chief Executive Officer, President, Secretary, and a member of the Table of Contents Board of Directors, serves as a member of the board of directors of GIG2, GIG4, GIG5, and GIG6. Dr. Dinu is also the Chief Executive Officer of GIG2, GIG4, GIG5, and GIG6 and serves as the Executive Chairman of GIG6. Dorothy D. Hayes, one of our directors, is a member of the board of directors of GIG4 together with our director Andrea Betti-Berutto, GIG5 together with our director Raanan I. Horowitz, and GIG6 together with our director Peter S. Wang. Ms. Hayes also serves on the board of directors of Intevac, Inc. (Nasdaq: IVAC) and as the chairwoman of the board of directors of First Tech Federal Credit Union. In addition, Mr. Horowitz serves as the President and Chief Executive Officer of Elbit Systems of America, a wholly-owned subsidiary of Elbit Systems Ltd. He is also a member of the Board of Governors of the Aerospace Industries Association, and the board of directors for the National Defense Industrial Association, and a member of Business Executives for National Security. Furthermore, Brad Weightman, our Chief Financial Officer, serves as the Vice President and Chief Financial Officer of GIG2, the Chief Financial Officer of GIG4, and the Treasurer and Chief Financial Officer of GIG5 and GIG6. In addition, Dr. Katz serves as the Executive Chairman of the board of directors of Kaleyra, Inc., which may also seek to acquire companies in the TMT industry, and as a member of the board of directors of Lightning eMotors, Inc. Furthermore, Dr. Dinu chairs the Strategic Advisory Board of Kaleyra, Inc. and serves on the board of directors of Lightning eMotors, Inc. Any of such companies may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts would materially affect our ability to complete our initial business combination, particularly as we are planning to focus the target search of our company on different TMT, A&D, mobility, and semiconductor verticals. Our Sponsor is affiliated with GigCapital Global, with which GIG2, GIG4, GIG5, GIG6, and their sponsors are also affiliated. GigCapital Global uses the resources of numerous individuals who have held executive officer or other senior-level TMT, A&D, mobility, and semiconductor industry positions to assist the SPACs with which it is affiliated in finding a suitable business combination target. Over the last few months, a number of new individuals have made their services available to Table of Contents GigCapital Group and its affiliates, including Ms. Hayes and Mr. Horowitz, who have agreed to join our board of directors. In addition, upon the closing of the business combination announced by GIG2, many of the individuals involved with GigCapital Global who have been involved with GIG2 will be able to devote meaningful time and resources to focus efficiently on our endeavors. Indemnity Our Sponsor has agreed that it will be liable to us, if and to the extent any claims by any third party for services rendered or products sold to us, or a prospective target business with which we have entered into an acquisition agreement, reduce the amounts in the trust account to below $10.10 per share (whether or not the underwriters over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our Sponsor has sufficient funds to satisfy their indemnity obligations. We believe, however, the likelihood of our Sponsor having to indemnify the trust account is limited because we will endeavor to have all third-party vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest, or claim of any kind in or to monies held in the trust account. Risks In making your decision on whether to invest in our securities, you should take into account the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act, and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001849030_crucible_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001849030_crucible_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b331ac5d2df978c1335dee7ff04807f8bb9333c3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001849030_crucible_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Definitions Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to our amended and restated certificate of incorporation to be in effect upon completion of this offering; Code are to the Internal Revenue Code of 1986, as amended; common stock are to our Class A common stock and our Class B common stock; Crucible I are to Crucible Acquisition Corporation, a blank check company incorporated as a Delaware corporation whose business purpose is to effect an initial business combination; Crucible III are to Crucible Acquisition Corp. III, a blank check company incorporated as a Delaware corporation whose business purpose is to effect an initial business combination; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering and our shares of Class A common stock that will be issued upon conversion thereof as provided therein; Foundry Group are to Foundry Group LLC, a Delaware limited liability company, and its affiliated entities, excluding our company and sponsor; initial stockholders are to our sponsor and the other holders of our founder shares prior to this offering (if any); letter agreement are to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our directors and officers; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, directors and officers to the extent our sponsor, directors or officers purchase public shares, provided their status as a public stockholder shall only exist with respect to such public shares; sponsor are to Foundry Crucible II, LLC, a Delaware limited liability company; warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and we, us, our or our company are to Crucible Acquisition Corp. II, a Delaware corporation. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture by our sponsor of 750,000 founder shares. Table of Contents If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-fourth of one redeemable warrant(2) 23,000,000 Units $10.00 $230,000,000 $25,093 Class A common stock included as part of the units(3)(4) 23,000,000 Shares (5) Redeemable warrants included as part of the units(3)(4) 5,750,000 Warrants (5) Total $230,000,000 $25,093 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the Securities Act ). (2) Includes 3,000,000 units, consisting of 3,000,000 shares of Class A common stock and 750,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) Maximum number of shares of Class A common stock and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriters described above. (5) No fee pursuant to Rule 457(g). The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents General We are a newly formed blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any stage of its corporate evolution or in any industry, sector or geographic location (subject to certain limitations described in this prospectus), we intend to focus our search on target businesses in the software technology industry with an enterprise valuation between $700 million and $1.5 billion, prioritizing cloud-based recurring revenue business models. We believe that the current migration from static, on-premise technology architectures to global, dynamic and multi-cloud architectures is inevitable. Organizations worldwide are undergoing a significant digital transformation that enables differentiation of solutions, faster time to market and an improved ability to meet the needs of customers. This transformation is increasingly powered by scalable, easy-to-deploy and easy-to-use cloud software that allows organizations to, among other things, analyze large volumes of data, collaborate efficiently, rapidly develop and launch new products or services, understand and manage the overall customer experience and optimize internal business processes. Against this backdrop, the software market remains highly fragmented. We believe that numerous software companies are poised for significant growth, yet lack the capital, management expertise and operational efficiency to do so. As a result, we anticipate that this broad ecosystem of disruptive cloud software technologies will be a fertile ground for our search. We intend to source potential opportunities for an initial business combination through the extensive network of software technology business owners, venture capital investors, public and private company board members, business executives and entrepreneurs that our sponsor, directors and management team have developed over their long history in the software technology industry. We believe that this approach, combined with the recognized track record of our sponsor, directors and management team of building, advising and investing in successful technology companies, will provide meaningful opportunities to create value for stockholders. Our sponsor, directors and management team have significant experience in acquisitions, financings, corporate strategy and implementation, as well as public markets, which we believe will meaningfully benefit us as we evaluate potential business combination opportunities. In addition, this expertise can also benefit the post-business combination company, to the extent that members of our management team and directors remain on the board of directors or management team following the initial business combination. Our Sponsor Our sponsor is Foundry Crucible II, LLC, comprised of Foundry Group Next 2018, L.P., a venture capital fund managed by Foundry Group, and an entity controlled by James M. Lejeal, our Chief Executive Officer. Foundry Group, an active technology investor since 2007, is a nationally recognized venture capital firm headquartered in Boulder, Colorado with over $2.5 billion in invested and committed capital across nine funds. Foundry Group targets investments in technology companies throughout the U.S. and Canada with over 70 active companies in its portfolio today. As a trusted investor and partner, Foundry Group has nurtured companies from seed stage investments to initial public offerings and M&A exits, and was an early investor in companies such as Fitbit, Inc. (NYSE: FIT), Zynga Inc. (Nasdaq: ZNGA) and SendGrid, Inc. (formerly NYSE: SEND). In addition to direct investments in technology companies, Foundry Group also invests in venture capital funds managed by both established and emerging fund managers, with current investments in more than 50 such funds. This portfolio of venture fund investments gives Foundry Group a broad national reach into the investment portfolios of venture funds, providing exposure to approximately 1,000 private technology companies. Furthermore, Foundry Group invested in Techstars Holdings Management, LLC ( Techstars ), a global network of startup accelerators and mentoring programs for entrepreneurs. Techstars portfolio includes approximately 1,500 active companies, significantly extending Foundry Group s network of potential partners for our initial business combination. Foundry Group differentiates itself among venture capital firms by offering a strong, entrepreneur-friendly approach to its investing and a deal-making reputation that complements East and West Coast U.S. venture firms as a trusted co-investor and counterparty throughout the U.S. With experience in venture capital dating back to Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MARCH 26, 2021 PRELIMINARY PROSPECTUS $200,000,000 Crucible Acquisition Corp. II 20,000,000 Units Crucible Acquisition Corp. II is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any industry or geographic location (subject to certain limitations described in this prospectus), we intend to focus our search on target businesses in the software technology industry with an enterprise valuation between $700 million and $1.5 billion, prioritizing cloud-based recurring revenue business models. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants once the warrants become exercisable. We have also granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any. (Prospectus cover continued on the following page.) We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See Risk Factors beginning on page 33. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, Before Expenses, to Us Per Unit $ 10.00 $ 0.55 $ 9.45 Total $ 200,000,000 $ 11,000,000 $ 189,000,000 (1) Includes $0.35 per unit, or $7,000,000 (or $8,050,000 if the underwriters over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200.0 million or $230.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2021. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Sole Book-Running Manager Credit Suisse The date of this prospectus is , 2021. Table of Contents 1996, the principals of Foundry Group have established extensive networks in the technology industry and have worked with a large number of executives, co-investors, board members and other industry participants in their careers. They also are well known in the industry for their writings, including a number of popular books on the subjects of venture capital investing and business formation, and for their public speaking at technology industry events. We believe that through our relationship with Foundry Group, we will have access to a substantial population of potential targets for our initial business combination. Our Management Team and Directors Our management team and directors include Brad Feld, the Chair of our board of directors, James M. Lejeal, our Chief Executive Officer and a director, and Jason M. Lynch, our Chief Administrative Officer. Mr. Feld and Mr. Lejeal each brings over 25 years of operating and transactional experience as well as an extensive, nationwide network encompassing a wide array of technology companies in the software industry. They have also worked together at multiple companies over the last 20 years, including Raindance Communications (formerly Nasdaq: RNDC), Rally Software Development Corp (formerly NYSE: RALY), Sphero, Inc. and VictorOps, Inc. We believe our management team and directors have complementary skills and experience relevant to our target market of potential business combination opportunities, as well as a decades-long track record of working together, all of which we believe gives us a competitive advantage. Furthermore, we believe our management team and directors have the expertise and an extensive network of advisors, affiliates, partners, business relationships and operational experience that will make us a preferred partner for potential initial business combination targets. This experience is supplemented with an in-depth network of relationships across the national entrepreneurial ecosystem including venture firms, institutional limited partner investors that invest in venture funds, technology accelerators and venture studios (in particular, Techstars) and private equity firms and investment banks, including relationships with analysts that cover these markets. Our management team has experience in: creating companies as founding executives and leading them towards successful exits via acquisitions and traditional public offerings; investing across the company financing life-cycle from angel investing to early- and late-stage financings, to public offerings; operating companies, both private and public, as senior executives and active board members setting clear and effective business strategies in the software technology industry; and identifying value enhancements, deploying value creation initiatives and delivering operating efficiency. Brad Feld, a founding partner at Foundry Group, serves as the Chair of our board of directors. Mr. Feld has been a board member of, advisor to and investor in well-known technology companies including Fitbit, Inc. (NYSE: FIT) (which since consummated an initial public offering), Zynga Inc. (Nasdaq: ZNGA) (which since consummated an initial public offering), SendGrid, Inc. (formerly NYSE: SEND) (which since consummated an initial public offering and was then acquired by Twilio Inc. (NYSE: TWLO)), Rally Software Development Corp (formerly NYSE: RALY) (which since consummated an initial public offering and was then acquired by CA, Inc. (formerly Nasdaq: CA)) and Raindance Communications (formerly Nasdaq: RNDC) (which since consummated an initial public offering and was then acquired by West Corporation). Currently, Mr. Feld serves on the board of, among other companies, AvidXchange, Inc., Formlabs Inc. and A Place for Rover, Inc. Mr. Feld is a co-founder of Techstars, a global startup accelerator that currently makes over 400 new investments in private companies annually and with a current portfolio of approximately 1,770 active companies, representing an estimated $32 billion in market capitalization. Mr. Feld is the co-author of numerous books on venture capital and entrepreneurship, including Venture Deals and Startup Communities. Mr. Feld holds a Bachelor of Science and a Master of Science in management science from the Massachusetts Institute of Technology. Mr. Feld currently also serves as the Chair of the board of directors of each of Crucible I and Crucible III. Table of Contents (Prospectus cover continued from preceding page.) We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the completion of our initial business combination, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding shares of our Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we have not completed our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Foundry Crucible II, LLC, a Delaware limited liability company (which we refer to as our sponsor throughout this prospectus), has committed to purchase an aggregate of 4,133,333 warrants (or 4,533,333 warrants if the underwriters over-allotment option is exercised in full) at a price of $1.50 per warrant ($6,200,000 in the aggregate (or $6,800,000 in the aggregate if the underwriters over-allotment option is exercised in full)) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each private placement warrant entitles the holder thereof to purchase one share of Class A common stock at $11.50 per share, subject to adjustment as provided herein. Our initial stockholders currently hold 5,750,000 shares of our Class B common stock (which we refer to as founder shares as further described herein), up to 750,000 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. The shares of our Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the shares of our Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, 20% of the sum of all shares of our Class A common stock issued and outstanding upon the completion of this offering, plus all shares of our Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination. Prior to our initial business combination, holders of our Class B common stock will have the right to elect all of our directors and may remove members of the board of directors for any reason. On any other matter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock will vote together as a single class, except as required by law. Prior to this offering, there has been no public market for our units, Class A common stock or warrants. We intend to apply to list our units on the New York Stock Exchange (the NYSE ) under the symbol CRUA.U on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. The shares of Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ) containing an audited balance sheet of the company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities constituting the units begin separate trading, we expect that the Class A common stock and warrants will be listed on the NYSE under the symbols CRUA and CRUA WS, respectively. Table of Contents James M. Lejeal, a serial entrepreneur and a co-founder of several companies, serves as our Chief Executive Officer and a director. From 2018 to June 2020, Mr. Lejeal was the Area Vice President and General Manager for Splunk Inc. s (Nasdaq: SPLK) Incident Management business unit formed as a result of Splunk Inc. s 2018 acquisition of VictorOps, Inc. In 2018, Mr. Lejeal also served as VictorOps, Inc. s Chief Financial Officer and, from 2014 to 2018, was an angel investor and a director of VictorOps, Inc. From 2015 to 2018, Mr. Lejeal served as the Chief Financial Officer of Sphero, Inc., a Boulder-based STEM robotics company. From 2013 to 2015, Mr. Lejeal served as Chief Financial Officer of Rally Software Development Corp (formerly NYSE: RALY), where he was also an angel investor and a director, overseeing its initial public offering in 2013 and its acquisition by CA, Inc. (formerly Nasdaq: CA) in 2015. CA, Inc. was acquired by Broadcom Inc. in 2018. Mr. Lejeal also served as the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer of various companies that he founded, including Raindance Communications (formerly Nasdaq: RNDC), which was a publicly traded company prior to its acquisition by West Corporation in 2006. Mr. Lejeal holds a Bachelor of Science in management from the U.S. Air Force Academy and a Master of Business Administration from Loyola Marymount University. Mr. Lejeal currently also serves as the Chief Executive Officer and a director of each of Crucible I and Crucible III. Jason M. Lynch, who has been serving as General Counsel of Foundry Group since 2018, serves as our Chief Administrative Officer. At Foundry Group, Mr. Lynch has overseen the execution of over 60 venture investments and portfolio company sales. Since 2019, Mr. Lynch has been serving on the board of Modular Robotics, Inc. From 2015 to 2018, Mr. Lynch was a partner at the law firm of Davis, Graham & Stubbs LLP in Denver and was previously an associate at the law firm of Wachtell, Lipton, Rosen & Katz in New York. His legal practice focused on corporate, M&A and securities litigation. Mr. Lynch is admitted to practice law in New York and Colorado. Prior to attending law school, Mr. Lynch worked at Kekst and Company, a leading corporate communications and investor relations firm, where he advised companies on media and investor relations and on the communications aspects of a wide range of complex business situations and crises. Mr. Lynch holds a Bachelor of Arts in political science from Columbia University and a Juris Doctorate from Columbia Law School. Mr. Lynch currently also serves as the Chief Administrative Officer of each of Crucible I and Crucible III. Our Value-Add We believe our approach to partnering with founders and management, our deep experience as investors, entrepreneurs and operators, our product expertise and our financial acumen give us an advantage to attract a compelling technology company for our initial business combination and help it achieve substantial long-term growth. Reputation as an entrepreneur-friendly advocate: We have carefully cultivated a market reputation of having fair, direct and reputable partnerships in the entrepreneurial ecosystems that we support. As a result, we intend to leverage our entrepreneur-friendly reputation as a key element in sourcing an initial business combination partner. Deep operating experience: Our management team has created companies worth billions of dollars across multiple technology categories, including enterprise software, communications software, social networks, hardware, marketplaces and payments in both domestic and international markets. We intend to share the operational insights gained from building some of today s important technology companies with our initial business combination partner. Product and execution excellence: Members of our management team have extensive backgrounds in both product and execution excellence. Our management team has deep expertise relevant to product-focused companies, including product management, related sales and marketing activities associated with offering a product in market, and formulating successful product strategies in competitive marketplaces. Deal execution and strategic finance expertise: Members of our management team have extensive exposure to merger and acquisition processes and the due diligence and structuring complexities that such processes entail. In addition, they navigated through strategic financial management and capital allocation decisions that generated long-term value for the companies they managed, advised or in which they invested. They intend to make this skill set available to our initial business combination partner. Table of Contents Ability to efficiently and effectively run publicly traded businesses: A publicly traded entity is subject to strict regulatory and public disclosure requirements (including, most notably, the compliance requirements under the Sarbanes-Oxley Act and related SEC regulations). Members of our management team have first-hand experience in successfully managing publicly traded entities under the constraints of having to produce timely, comprehensive and accurate reporting to public investors and regulators. Enterprise value creation: Our directors and members of our management team have spent the majority of their professional careers as founders, advisors or directors of companies with substantive enterprise value and have a keen understanding of a company s marketplace, operational effectiveness and competitive strategy. We intend to contribute this deep experience to our initial business combination partner. Market Opportunity We believe there is a large number of high-quality, late-stage, private technology companies that represent a large opportunity pool for a potential initial business combination. PricewaterhouseCoopers LLP estimates that global venture capital investment in 2019 resulted in a total of approximately $213 billion invested in 15,564 deals worldwide, with companies in the technology sectors receiving most of the investment. This was an increase over the approximately $207 billion that PricewaterhouseCoopers LLP estimated was invested in 14,247 deals worldwide in 2018. In addition, according to PitchBook data, global private software vendors attracted a total of $421 billion of venture capital investments between 2017 and 2019, which was approximately 20% higher than the $352 billion they were able to raise in the prior seven years combined. The average number of annual deals between 2017 and 2019 was 9,477, compared to 5,281 in the prior seven years, and the average deal size increased to approximately $15 million in 2017 to 2019, compared to $10 million in the prior seven years. Further, according to studies by Professor Jay R. Ritter, the number of U.S. technology initial public offerings decreased to an average of 35 per year between 2017 and 2019 from 38 per year in the prior seven years. We believe these facts demonstrate there is an increasing number of late-stage, private companies in the technology sector, and in software technology in particular, that represent an attractive backlog of potential targets for our initial business combination and that have potential to succeed as public companies. We believe our company brings to market a unique set of abilities that differentiates us as an attractive option for potential business combination partners, including our management team s entrepreneurial backgrounds, rich operating experience, public market offering experience and robust technology sector network. Our Business Strategy We intend to complete an initial business combination where we have the opportunity to present our differentiated abilities, experience and network to our initial business combination partner. We intend to select a mature management team, led by a world-class chief executive officer, with the drive and ability to deliver long term value for our stockholders. We believe talent is a differentiating factor and will seek to form a partnership with a high quality executive team that is prepared for the responsibilities associated with becoming a public operating company. We believe that our sponsor, directors and management team possess the experience, network, relationships and market acumen to help a newly public company grow, thrive, and deliver stockholder value through success in their respective market. We believe that our management team s and directors deep operational experience, product strategy and experience as investors, advisors and directors for high growth technology companies differentiates us and makes us a partner of choice for an emerging, high quality initial business combination partner. Business Combination Criteria While we may decide to enter into an initial business combination with a business that does not meet the following criteria or that is not similar to the investment targets of Foundry Group, we intend to seek a combination with a business: Table of Contents in the software technology sector, including, but not limited to, business-to-business or business-to-consumer applications, infrastructure software, vertical software, marketplaces, payments and ecommerce; that leverages the elasticity and scalability of modern cloud-, microservices- and container-based architectures; that has a defensible market position with demonstrated advantages and powerful barriers to entry; that has implemented a recurring revenue model providing visibility and predictability into future performance; that is led by a strong and visionary management team that recognizes and values a partnership with us as a unique and differentiated catalyst to take the company to its next phase of growth; and that is connected to our diverse and national networks of founders, operators, investors and advisors. These criteria are not intended to be exhaustive. Any evaluation related to the merits of a particular initial business combination may be based, to the extent relevant, on these generic guidelines as well as other considerations, factors and criteria that our management deems relevant. In the event that we decide to enter into our initial business combination with a target that does not meet the above criteria and guidelines, we will disclose that the target does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC. We anticipate offering the following benefits to our initial business combination partner: partnership with our management team members who have extensive and proven track records of founding, scaling, operating, advising and investing in market-leading companies; partnership with our management team members who have experience and proven track records in leading companies and meeting the standards required to operate effectively a public company; our management team s insights into product development, go-to-market motions, product marketing, sales, customer support and customer success operations; access to our network of leading industry executives, entrepreneurs and investors; increased company profile and visibility with customers and preferred vendors; higher engagement with core, relevant, fundamental investors as anchor stockholders than what a traditional initial public offering book-building process generally offers; lower risk and expedited path to a public listing with flexible structuring; infusion of cash and ongoing access to public capital markets; listed public currency for future acquisitions and growth; ability for management to retain control and focus on growing the business; and opportunity to motivate and retain employees using stock-based compensation. Our Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that Table of Contents is an affiliate of our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm, or from another independent entity that commonly renders valuation opinions, that such initial business combination is fair to our company from a financial point of view. In addition, our sponsor, the members of our sponsor or our officers or directors or their respective affiliates may be investors, or have other direct or indirect interests, in a business with which we may seek to consummate our business combination with and/or in certain funds or other persons that may purchase our securities in this offering or that may otherwise purchase our securities in the public market. Each of our sponsor, directors and officers will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Past experience or performance of Foundry Group or our sponsor, directors or management team or their respective affiliates is not a guarantee of either (1) our ability to successfully identify and execute a transaction or (2) success with respect to any business combination that we may consummate. You should not rely on the historical record of Foundry Group or our sponsor, directors or management team or their respective affiliates as indicative of future performance. See Risk Factors Past performance by Foundry Group or our sponsor, directors or management team or their respective affiliates may not be indicative of future performance of an investment in the company. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. Our amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. Furthermore, our directors and officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Certain of our directors and officers, and members of our sponsor, are affiliated with other special purpose acquisition companies and also are not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. For example, several of our directors and officers are also directors and officers, respectively, of Crucible I and Crucible III, blank check companies incorporated for the purpose of effecting their own business combinations. Mr. Lejeal is the Chief Executive Officer and a director of each of our company, Crucible I and Crucible III. Mr. Feld is the Chair of the board of directors of each of our company, Crucible I and Crucible III. Mr. Lynch is the Chief Administrative Officer of each of our company, Crucible I and Crucible III. Ms. Porfido is a director nominee of each of our company and Crucible III and a director of Crucible I. Each of Mr. Lejeal, Mr. Feld, Mr. Lynch and Ms. Porfido owes fiduciary duties under Delaware law to Crucible I and Crucible III. In addition, each of our sponsor and the sponsors of Crucible I and Crucible III is managed by an affiliate of Foundry Group, and each of Mr. Feld and Mr. Lejeal holds an indirect interest in each of our sponsor and the sponsors of Crucible I and Crucible III. Any such blank check companies, including Crucible I and Crucible III, may present additional conflicts of Table of Contents interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. In addition, any other such blank check companies may also have terms that are the same or different than our terms, including terms that are more favorable to its investors and/or potential target businesses. For more information, see the sections entitled Risk Factors Each of our directors and officers are now, and all of them may in the future may become, affiliated with entities engaged in business activities similar to those intended to be conducted by us, including by sponsoring or forming, or serving as officers or directors of, other blank check companies, including during the period in which we are seeking an initial business combination, and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented and Management Conflicts of Interest. However, we do not expect these duties to materially affect our ability to complete our initial business combination. While each of our company, Crucible I and Crucible III may pursue an initial business combination target in any industry or geographic location (subject to certain limitations described in the respective prospectus of each) and intends to focus its search on target businesses in the software technology industry, prioritizing cloud-based recurring revenue business models, we intend to target companies whose enterprise valuation is between $700 million and $1.5 billion while Crucible III intends to target companies whose enterprise valuation is between $1.8 billion and $3.0 billion. Foundry Group may become aware of a potential business combination opportunity that is not a fit for the investment activities of Foundry Group but that may be an attractive opportunity for our company. However, Foundry Group is not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services to our company. Foundry Group s role with respect to our company is expected to be primarily passive and advisory in nature. Foundry Group may have fiduciary and/or contractual duties to its investment vehicles and to certain companies in which Foundry Group has invested. As a result, Foundry Group may have a duty to offer business combination opportunities to certain Foundry Group funds before other parties, including our company. Additionally, certain companies in which Foundry Group or any of our directors or officers have invested or in which venture capital funds that Foundry Group or any of our directors or officers have an interest in have invested may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination or we may seek to complete our initial business combination with such a company. Transactions of these types may present a conflict of interest because Foundry Group or any of our directors or officers may directly or indirectly receive a financial benefit as a result of such transaction. Furthermore, investors in such potential business combination targets, including controlling shareholders, may have investments in companies in which Foundry Group or any of our directors or officers have invested or in which venture capital funds that Foundry Group or any of our directors or officers have an interest in have invested, and may have control over such companies. We believe that any such potential conflicts of interest of Foundry Group and our officers and directors will be naturally mitigated by the differing nature of targets that Foundry Group typically considers most attractive for its venture capital activities and the types of initial business combination opportunities that we expect to be most attractive for our company. Initial Business Combination The rules of the NYSE require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). We refer to this as the 80% of net assets test. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post- Table of Contents transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target business or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, Table of Contents providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. Our executive offices are located at 700 Front Street Ste 104, Louisville, Colorado 80027 and our telephone number is (401) 216-7635. Upon completion of this offering, our corporate website address will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001849035_crucible_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001849035_crucible_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..05932bc8be4688223b4f3399cdfa2b757f5eb789
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001849035_crucible_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Definitions Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to our amended and restated certificate of incorporation to be in effect upon completion of this offering; Code are to the Internal Revenue Code of 1986, as amended; common stock are to our Class A common stock and our Class B common stock; Crucible I are to Crucible Acquisition Corporation, a blank check company incorporated as a Delaware corporation whose business purpose is to effect an initial business combination; Crucible II are to Crucible Acquisition Corp. II, a blank check company incorporated as a Delaware corporation whose business purpose is to effect an initial business combination; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering and our shares of Class A common stock that will be issued upon conversion thereof as provided therein; Foundry Group are to Foundry Group LLC, a Delaware limited liability company, and its affiliated entities, excluding our company and sponsor; initial stockholders are to our sponsor and the other holders of our founder shares prior to this offering (if any); letter agreement are to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our directors and officers; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, directors and officers to the extent our sponsor, directors or officers purchase public shares, provided their status as a public stockholder shall only exist with respect to such public shares; sponsor are to Foundry Crucible III, LLC, a Delaware limited liability company; warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and we, us, our or our company are to Crucible Acquisition Corp. III, a Delaware corporation. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture by our sponsor of 1,312,500 founder shares. Table of Contents If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-fourth of one redeemable warrant(2) 40,250,000 Units $10.00 $402,500,000 $43,913 Class A common stock included as part of the units(3)(4) 40,250,000 Shares (5) Redeemable warrants included as part of the units(3)(4) 10,062,500 Warrants (5) Total $402,500,000 $43,913 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the Securities Act ). (2) Includes 5,250,000 units, consisting of 5,250,000 shares of Class A common stock and 1,312,500 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) Maximum number of shares of Class A common stock and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriters described above. (5) No fee pursuant to Rule 457(g). The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents General We are a newly formed blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any stage of its corporate evolution or in any industry, sector or geographic location (subject to certain limitations described in this prospectus), we intend to focus our search on target businesses in the software technology industry with an enterprise valuation between $1.8 billion and $3.0 billion, prioritizing cloud-based recurring revenue business models. We believe that the current migration from static, on-premise technology architectures to global, dynamic and multi-cloud architectures is inevitable. Organizations worldwide are undergoing a significant digital transformation that enables differentiation of solutions, faster time to market and an improved ability to meet the needs of customers. This transformation is increasingly powered by scalable, easy-to-deploy and easy-to-use cloud software that allows organizations to, among other things, analyze large volumes of data, collaborate efficiently, rapidly develop and launch new products or services, understand and manage the overall customer experience and optimize internal business processes. Against this backdrop, the software market remains highly fragmented. We believe that numerous software companies are poised for significant growth, yet lack the capital, management expertise and operational efficiency to do so. As a result, we anticipate that this broad ecosystem of disruptive cloud software technologies will be a fertile ground for our search. We intend to source potential opportunities for an initial business combination through the extensive network of software technology business owners, venture capital investors, public and private company board members, business executives and entrepreneurs that our sponsor, directors and management team have developed over their long history in the software technology industry. We believe that this approach, combined with the recognized track record of our sponsor, directors and management team of building, advising and investing in successful technology companies, will provide meaningful opportunities to create value for stockholders. Our sponsor, directors and management team have significant experience in acquisitions, financings, corporate strategy and implementation, as well as public markets, which we believe will meaningfully benefit us as we evaluate potential business combination opportunities. In addition, this expertise can also benefit the post-business combination company, to the extent that members of our management team and directors remain on the board of directors or management team following the initial business combination. Our Sponsor Our sponsor is Foundry Crucible III, LLC, comprised of Foundry Group Next 2018, L.P., a venture capital fund managed by Foundry Group, and an entity controlled by James M. Lejeal, our Chief Executive Officer. Foundry Group, an active technology investor since 2007, is a nationally recognized venture capital firm headquartered in Boulder, Colorado with over $2.5 billion in invested and committed capital across nine funds. Foundry Group targets investments in technology companies throughout the U.S. and Canada with over 70 active companies in its portfolio today. As a trusted investor and partner, Foundry Group has nurtured companies from seed stage investments to initial public offerings and M&A exits, and was an early investor in companies such as Fitbit, Inc. (NYSE: FIT), Zynga Inc. (Nasdaq: ZNGA) and SendGrid, Inc. (formerly NYSE: SEND). In addition to direct investments in technology companies, Foundry Group also invests in venture capital funds managed by both established and emerging fund managers, with current investments in more than 50 such funds. This portfolio of venture fund investments gives Foundry Group a broad national reach into the investment portfolios of venture funds, providing exposure to approximately 1,000 private technology companies. Furthermore, Foundry Group invested in Techstars Holdings Management, LLC ( Techstars ), a global network of startup accelerators and mentoring programs for entrepreneurs. Techstars portfolio includes approximately 1,500 active companies, significantly extending Foundry Group s network of potential partners for our initial business combination. Foundry Group differentiates itself among venture capital firms by offering a strong, entrepreneur-friendly approach to its investing and a deal-making reputation that complements East and West Coast U.S. venture firms as a trusted co-investor and counterparty throughout the U.S. With experience in venture capital dating back to Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MARCH 26, 2021 PRELIMINARY PROSPECTUS $350,000,000 Crucible Acquisition Corp. III 35,000,000 Units Crucible Acquisition Corp. III is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any industry or geographic location (subject to certain limitations described in this prospectus), we intend to focus our search on target businesses in the software technology industry with an enterprise valuation between $1.8 billion and $3.0 billion, prioritizing cloud-based recurring revenue business models. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants once the warrants become exercisable. We have also granted the underwriters a 45-day option to purchase up to an additional 5,250,000 units to cover over-allotments, if any. (Prospectus cover continued on the following page.) We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See Risk Factors beginning on page 33. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, Before Expenses, to Us Per Unit $ 10.00 $ 0.55 $ 9.45 Total $ 350,000,000 $ 19,250,000 $ 330,750,000 (1) Includes $0.35 per unit, or $12,250,000 (or $14,087,500 if the underwriters over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $350.0 million or $402.5 million if the underwriters over-allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released Table of Contents 1996, the principals of Foundry Group have established extensive networks in the technology industry and have worked with a large number of executives, co-investors, board members and other industry participants in their careers. They also are well known in the industry for their writings, including a number of popular books on the subjects of venture capital investing and business formation, and for their public speaking at technology industry events. We believe that through our relationship with Foundry Group, we will have access to a substantial population of potential targets for our initial business combination. Our Management Team and Directors Our management team and directors include Brad Feld, the Chair of our board of directors, James M. Lejeal, our Chief Executive Officer and a director, and Jason M. Lynch, our Chief Administrative Officer. Mr. Feld and Mr. Lejeal each brings over 25 years of operating and transactional experience as well as an extensive, nationwide network encompassing a wide array of technology companies in the software industry. They have also worked together at multiple companies over the last 20 years, including Raindance Communications (formerly Nasdaq: RNDC), Rally Software Development Corp (formerly NYSE: RALY), Sphero, Inc. and VictorOps, Inc. We believe our management team and directors have complementary skills and experience relevant to our target market of potential business combination opportunities, as well as a decades-long track record of working together, all of which we believe gives us a competitive advantage. Furthermore, we believe our management team and directors have the expertise and an extensive network of advisors, affiliates, partners, business relationships and operational experience that will make us a preferred partner for potential initial business combination targets. This experience is supplemented with an in-depth network of relationships across the national entrepreneurial ecosystem including venture firms, institutional limited partner investors that invest in venture funds, technology accelerators and venture studios (in particular, Techstars) and private equity firms and investment banks, including relationships with analysts that cover these markets. Our management team has experience in: creating companies as founding executives and leading them towards successful exits via acquisitions and traditional public offerings; investing across the company financing life-cycle from angel investing to early- and late-stage financings, to public offerings; operating companies, both private and public, as senior executives and active board members setting clear and effective business strategies in the software technology industry; and identifying value enhancements, deploying value creation initiatives and delivering operating efficiency. Brad Feld, a founding partner at Foundry Group, serves as the Chair of our board of directors. Mr. Feld has been a board member of, advisor to and investor in well-known technology companies including Fitbit, Inc. (NYSE: FIT) (which since consummated an initial public offering), Zynga Inc. (Nasdaq: ZNGA) (which since consummated an initial public offering), SendGrid, Inc. (formerly NYSE: SEND) (which since consummated an initial public offering and was then acquired by Twilio Inc. (NYSE: TWLO)), Rally Software Development Corp (formerly NYSE: RALY) (which since consummated an initial public offering and was then acquired by CA, Inc. (formerly Nasdaq: CA)) and Raindance Communications (formerly Nasdaq: RNDC) (which since consummated an initial public offering and was then acquired by West Corporation). Currently, Mr. Feld serves on the board of, among other companies, AvidXchange, Inc., Formlabs Inc. and A Place for Rover, Inc. Mr. Feld is a co-founder of Techstars, a global startup accelerator that currently makes over 400 new investments in private companies annually and with a current portfolio of approximately 1,770 active companies, representing an estimated $32 billion in market capitalization. Mr. Feld is the co-author of numerous books on venture capital and entrepreneurship, including Venture Deals and Startup Communities. Mr. Feld holds a Bachelor of Science and a Master of Science in management science from the Massachusetts Institute of Technology. Mr. Feld currently also serves as the Chair of the board of directors of each of Crucible I and Crucible II. Table of Contents from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2021. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Sole Book-Running Manager Credit Suisse The date of this prospectus is , 2021. Table of Contents James M. Lejeal, a serial entrepreneur and a co-founder of several companies, serves as our Chief Executive Officer and a director. From 2018 to June 2020, Mr. Lejeal was the Area Vice President and General Manager for Splunk Inc. s (Nasdaq: SPLK) Incident Management business unit formed as a result of Splunk Inc. s 2018 acquisition of VictorOps, Inc. In 2018, Mr. Lejeal also served as VictorOps, Inc. s Chief Financial Officer and, from 2014 to 2018, was an angel investor and a director of VictorOps, Inc. From 2015 to 2018, Mr. Lejeal served as the Chief Financial Officer of Sphero, Inc., a Boulder-based STEM robotics company. From 2013 to 2015, Mr. Lejeal served as Chief Financial Officer of Rally Software Development Corp (formerly NYSE: RALY), where he was also an angel investor and a director, overseeing its initial public offering in 2013 and its acquisition by CA, Inc. (formerly Nasdaq: CA) in 2015. CA, Inc. was acquired by Broadcom Inc. in 2018. Mr. Lejeal also served as the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer of various companies that he founded, including Raindance Communications (formerly Nasdaq: RNDC), which was a publicly traded company prior to its acquisition by West Corporation in 2006. Mr. Lejeal holds a Bachelor of Science in management from the U.S. Air Force Academy and a Master of Business Administration from Loyola Marymount University. Mr. Lejeal currently also serves as the Chief Executive Officer and a director of each of Crucible I and Crucible II. Jason M. Lynch, who has been serving as General Counsel of Foundry Group since 2018, serves as our Chief Administrative Officer. At Foundry Group, Mr. Lynch has overseen the execution of over 60 venture investments and portfolio company sales. Since 2019, Mr. Lynch has been serving on the board of Modular Robotics, Inc. From 2015 to 2018, Mr. Lynch was a partner at the law firm of Davis, Graham & Stubbs LLP in Denver and was previously an associate at the law firm of Wachtell, Lipton, Rosen & Katz in New York. His legal practice focused on corporate, M&A and securities litigation. Mr. Lynch is admitted to practice law in New York and Colorado. Prior to attending law school, Mr. Lynch worked at Kekst and Company, a leading corporate communications and investor relations firm, where he advised companies on media and investor relations and on the communications aspects of a wide range of complex business situations and crises. Mr. Lynch holds a Bachelor of Arts in political science from Columbia University and a Juris Doctorate from Columbia Law School. Mr. Lynch currently also serves as the Chief Administrative Officer of each of Crucible I and Crucible II. Our Value-Add We believe our approach to partnering with founders and management, our deep experience as investors, entrepreneurs and operators, our product expertise and our financial acumen give us an advantage to attract a compelling technology company for our initial business combination and help it achieve substantial long-term growth. Reputation as an entrepreneur-friendly advocate: We have carefully cultivated a market reputation of having fair, direct and reputable partnerships in the entrepreneurial ecosystems that we support. As a result, we intend to leverage our entrepreneur-friendly reputation as a key element in sourcing an initial business combination partner. Deep operating experience: Our management team has created companies worth billions of dollars across multiple technology categories, including enterprise software, communications software, social networks, hardware, marketplaces and payments in both domestic and international markets. We intend to share the operational insights gained from building some of today s important technology companies with our initial business combination partner. Product and execution excellence: Members of our management team have extensive backgrounds in both product and execution excellence. Our management team has deep expertise relevant to product-focused companies, including product management, related sales and marketing activities associated with offering a product in market, and formulating successful product strategies in competitive marketplaces. Deal execution and strategic finance expertise: Members of our management team have extensive exposure to merger and acquisition processes and the due diligence and structuring complexities that such processes entail. In addition, they navigated through strategic financial management and capital allocation decisions that generated long-term value for the companies they managed, advised or in which they invested. They intend to make this skill set available to our initial business combination partner. Table of Contents (Prospectus cover continued from preceding page.) We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the completion of our initial business combination, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding shares of our Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we have not completed our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Foundry Crucible III, LLC, a Delaware limited liability company (which we refer to as our sponsor throughout this prospectus), has committed to purchase an aggregate of 6,333,333 warrants (or 7,033,333 warrants if the underwriters over-allotment option is exercised in full) at a price of $1.50 per warrant ($9,500,000 in the aggregate (or $10,550,000 in the aggregate if the underwriters over-allotment option is exercised in full)) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each private placement warrant entitles the holder thereof to purchase one share of Class A common stock at $11.50 per share, subject to adjustment as provided herein. Our initial stockholders currently hold 10,062,500 shares of our Class B common stock (which we refer to as founder shares as further described herein), up to 1,312,500 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. The shares of our Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the shares of our Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, 20% of the sum of all shares of our Class A common stock issued and outstanding upon the completion of this offering, plus all shares of our Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination. Prior to our initial business combination, holders of our Class B common stock will have the right to elect all of our directors and may remove members of the board of directors for any reason. On any other matter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock will vote together as a single class, except as required by law. Prior to this offering, there has been no public market for our units, Class A common stock or warrants. We intend to apply to list our units on the New York Stock Exchange (the NYSE ) under the symbol CRUB.U on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. The shares of Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ) containing an audited balance sheet of the company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities constituting the units begin separate trading, we expect that the Class A common stock and warrants will be listed on the NYSE under the symbols CRUB and CRUB WS, respectively. Table of Contents Ability to efficiently and effectively run publicly traded businesses: A publicly traded entity is subject to strict regulatory and public disclosure requirements (including, most notably, the compliance requirements under the Sarbanes-Oxley Act and related SEC regulations). Members of our management team have first-hand experience in successfully managing publicly traded entities under the constraints of having to produce timely, comprehensive and accurate reporting to public investors and regulators. Enterprise value creation: Our directors and members of our management team have spent the majority of their professional careers as founders, advisors or directors of companies with substantive enterprise value and have a keen understanding of a company s marketplace, operational effectiveness and competitive strategy. We intend to contribute this deep experience to our initial business combination partner. Market Opportunity We believe there is a large number of high-quality, late-stage, private technology companies that represent a large opportunity pool for a potential initial business combination. PricewaterhouseCoopers LLP estimates that global venture capital investment in 2019 resulted in a total of approximately $213 billion invested in 15,564 deals worldwide, with companies in the technology sectors receiving most of the investment. This was an increase over the approximately $207 billion that PricewaterhouseCoopers LLP estimated was invested in 14,247 deals worldwide in 2018. In addition, according to PitchBook data, global private software vendors attracted a total of $421 billion of venture capital investments between 2017 and 2019, which was approximately 20% higher than the $352 billion they were able to raise in the prior seven years combined. The average number of annual deals between 2017 and 2019 was 9,477, compared to 5,281 in the prior seven years, and the average deal size increased to approximately $15 million in 2017 to 2019, compared to $10 million in the prior seven years. Further, according to studies by Professor Jay R. Ritter, the number of U.S. technology initial public offerings decreased to an average of 35 per year between 2017 and 2019 from 38 per year in the prior seven years. We believe these facts demonstrate there is an increasing number of late-stage, private companies in the technology sector, and in software technology in particular, that represent an attractive backlog of potential targets for our initial business combination and that have potential to succeed as public companies. We believe our company brings to market a unique set of abilities that differentiates us as an attractive option for potential business combination partners, including our management team s entrepreneurial backgrounds, rich operating experience, public market offering experience and robust technology sector network. Our Business Strategy We intend to complete an initial business combination where we have the opportunity to present our differentiated abilities, experience and network to our initial business combination partner. We intend to select a mature management team, led by a world-class chief executive officer, with the drive and ability to deliver long term value for our stockholders. We believe talent is a differentiating factor and will seek to form a partnership with a high quality executive team that is prepared for the responsibilities associated with becoming a public operating company. We believe that our sponsor, directors and management team possess the experience, network, relationships and market acumen to help a newly public company grow, thrive, and deliver stockholder value through success in their respective market. We believe that our management team s and directors deep operational experience, product strategy and experience as investors, advisors and directors for high growth technology companies differentiates us and makes us a partner of choice for an emerging, high quality initial business combination partner. Business Combination Criteria While we may decide to enter into an initial business combination with a business that does not meet the following criteria or that is not similar to the investment targets of Foundry Group, we intend to seek a combination with a business: Table of Contents in the software technology sector, including, but not limited to, business-to-business or business-to-consumer applications, infrastructure software, vertical software, marketplaces, payments and ecommerce; that leverages the elasticity and scalability of modern cloud-, microservices- and container-based architectures; that has a defensible market position with demonstrated advantages and powerful barriers to entry; that has implemented a recurring revenue model providing visibility and predictability into future performance; that is led by a strong and visionary management team that recognizes and values a partnership with us as a unique and differentiated catalyst to take the company to its next phase of growth; and that is connected to our diverse and national networks of founders, operators, investors and advisors. These criteria are not intended to be exhaustive. Any evaluation related to the merits of a particular initial business combination may be based, to the extent relevant, on these generic guidelines as well as other considerations, factors and criteria that our management deems relevant. In the event that we decide to enter into our initial business combination with a target that does not meet the above criteria and guidelines, we will disclose that the target does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC. We anticipate offering the following benefits to our initial business combination partner: partnership with our management team members who have extensive and proven track records of founding, scaling, operating, advising and investing in market-leading companies; partnership with our management team members who have experience and proven track records in leading companies and meeting the standards required to operate effectively a public company; our management team s insights into product development, go-to-market motions, product marketing, sales, customer support and customer success operations; access to our network of leading industry executives, entrepreneurs and investors; increased company profile and visibility with customers and preferred vendors; higher engagement with core, relevant, fundamental investors as anchor stockholders than what a traditional initial public offering book-building process generally offers; lower risk and expedited path to a public listing with flexible structuring; infusion of cash and ongoing access to public capital markets; listed public currency for future acquisitions and growth; ability for management to retain control and focus on growing the business; and opportunity to motivate and retain employees using stock-based compensation. Our Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that Table of Contents is an affiliate of our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm, or from another independent entity that commonly renders valuation opinions, that such initial business combination is fair to our company from a financial point of view. In addition, our sponsor, the members of our sponsor or our officers or directors or their respective affiliates may be investors, or have other direct or indirect interests, in a business with which we may seek to consummate our business combination with and/or in certain funds or other persons that may purchase our securities in this offering or that may otherwise purchase our securities in the public market. Each of our sponsor, directors and officers will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Past experience or performance of Foundry Group or our sponsor, directors or management team or their respective affiliates is not a guarantee of either (1) our ability to successfully identify and execute a transaction or (2) success with respect to any business combination that we may consummate. You should not rely on the historical record of Foundry Group or our sponsor, directors or management team or their respective affiliates as indicative of future performance. See Risk Factors Past performance by Foundry Group or our sponsor, directors or management team or their respective affiliates may not be indicative of future performance of an investment in the company. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. Our amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. Furthermore, our directors and officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Certain of our directors and officers, and members of our sponsor, are affiliated with other special purpose acquisition companies and also are not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. For example, several of our directors and officers are also directors and officers, respectively, of Crucible I and Crucible II, blank check companies incorporated for the purpose of effecting their own business combinations. Mr. Lejeal is the Chief Executive Officer and a director of each of our company, Crucible I and Crucible II. Mr. Feld is the Chair of the board of directors of each of our company, Crucible I and Crucible II. Mr. Lynch is the Chief Administrative Officer of each of our company, Crucible I and Crucible II. Ms. Porfido is a director nominee of each of our company and Crucible II and a director of Crucible I. Each of Mr. Lejeal, Mr. Feld, Mr. Lynch and Ms. Porfido owes fiduciary duties under Delaware law to Crucible I and Crucible II. In addition, each of our sponsor and the sponsors of Crucible I and Crucible III is managed by an affiliate of Foundry Group, and each of Mr. Feld and Mr. Lejeal holds an indirect interest in each of our sponsor and the sponsors of Crucible I and Crucible II. Any such blank check companies, including Crucible I and Crucible III, may present additional conflicts of interest in Table of Contents pursuing an acquisition target, particularly in the event there is overlap among investment mandates. In addition, any other such blank check companies may also have terms that are the same or different than our terms, including terms that are more favorable to its investors and/or potential target businesses. For more information, see the sections entitled Risk Factors Each of our directors and officers are now, and all of them may in the future may become, affiliated with entities engaged in business activities similar to those intended to be conducted by us, including by sponsoring or forming, or serving as officers or directors of, other blank check companies, including during the period in which we are seeking an initial business combination, and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented and Management Conflicts of Interest. However, we do not expect these duties to materially affect our ability to complete our initial business combination. While each of our company, Crucible I and Crucible II may pursue an initial business combination target in any industry or geographic location (subject to certain limitations described in the respective prospectus of each) and intends to focus its search on target businesses in the software technology industry, prioritizing cloud-based recurring revenue business models, we intend to target companies whose enterprise valuation is between $1.8 billion and $3.0 billion while Crucible II intends to target companies whose enterprise valuation is between $700 million and $1.5 billion. Foundry Group may become aware of a potential business combination opportunity that is not a fit for the investment activities of Foundry Group but that may be an attractive opportunity for our company. However, Foundry Group is not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services to our company. Foundry Group s role with respect to our company is expected to be primarily passive and advisory in nature. Foundry Group may have fiduciary and/or contractual duties to its investment vehicles and to certain companies in which Foundry Group has invested. As a result, Foundry Group may have a duty to offer business combination opportunities to certain Foundry Group funds before other parties, including our company. Additionally, certain companies in which Foundry Group or any of our directors or officers have invested or in which venture capital funds that Foundry Group or any of our directors or officers have an interest in have invested may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination or we may seek to complete our initial business combination with such a company. Transactions of these types may present a conflict of interest because Foundry Group or any of our directors or officers may directly or indirectly receive a financial benefit as a result of such transaction. Furthermore, investors in such potential business combination targets, including controlling shareholders, may have investments in companies in which Foundry Group or any of our directors or officers have invested or in which venture capital funds that Foundry Group or any of our directors or officers have an interest in have invested, and may have control over such companies. We believe that any such potential conflicts of interest of Foundry Group and our officers and directors will be naturally mitigated by the differing nature of targets that Foundry Group typically considers most attractive for its venture capital activities and the types of initial business combination opportunities that we expect to be most attractive for our company. Initial Business Combination The rules of the NYSE require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). We refer to this as the 80% of net assets test. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction Table of Contents company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target business or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, Table of Contents providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. Our executive offices are located at 700 Front Street Ste 104, Louisville, Colorado 80027 and our telephone number is (401) 216-7635. Upon completion of this offering, our corporate website address will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001849125_victory_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001849125_victory_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..22540ac2b1115b00b1845c164ab48b74e32b63c2
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001849125_victory_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and article of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); management or our management team are to our executive officers and directors (including our directors nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and for the avoidance of doubt, do not include the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares; public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); sponsor are to Victory Acquisition Sponsor, LLC, a Delaware limited liability company; warrants are to our private placement warrants, public warrants and any warrants we issue to our sponsor upon conversion of loans; and we, us, our, company or our company are to Victory Acquisition Corp., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and assumes the forfeiture by our sponsor (and other holders, as applicable) of an aggregate of 937,500 founder shares. GENERAL Victory Acquisition Corp. is a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted. SUBJECT TO COMPLETION, Dated July 22, 2021 PRELIMINARY PROSPECTUS Victory Acquisition Corp. $250,000,000 25,000,000 Units Victory Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, had any substantive discussions, directly or indirectly, with any potential business combination target. While we will not be limited to a particular industry or geographic region in our identification and acquisition of a target company, we intend to focus our search for a target operating in the media, sports and entertainment industries, as well as the related technology and service sectors that support these industries. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable public warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Victory Acquisition Sponsor, LLC, has agreed to purchase 5,333,333 warrants (or 5,833,333 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. Our initial shareholders currently own 7,187,500 Class B ordinary shares, up to 937,500 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Currently, there is no public market for our securities. We intend to apply to have our units listed on The Nasdaq Capital Market (the Nasdaq ) under the symbol VACIU. We expect that the Class A ordinary shares and public warrants comprising the units will begin separate trading on the Nasdaq under the symbols VACI and VACIW, respectively, on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 37 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 13,750,000 Proceeds, before expenses, to us $ 9.45 $ 236,250,000 (1) Includes $0.35 per unit, or $8,750,000 in the aggregate (or $10,062,500 in the aggregate if the underwriters over-allotment option is exercised in full), payable to certain of the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of underwriting compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S. based trust account at J.P. Morgan Chase Bank N.A., (or at another U.S.-chartered commercial bank with consolidated assets of $100 billion or more) with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest or other income earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed herein and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Book-Running Managers Credit SuisseWells Fargo Securities The date of this prospectus is , 2021 TABLE OF CONTENTS acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, had any substantive discussions, directly or indirectly, with any potential business combination target. Our sponsor is Victory Acquisition Sponsor, LLC. We will seek to capitalize on the significant experience and vast network of our management team (including our board of directors) and Victory Investment Partners, L.P. ( Victory, and together with our management team, our Team ) to complete our initial business combination. While we may pursue an acquisition opportunity in any business, industry or geographic location, we currently intend to focus on opportunities that capitalize on the expertise and ability of our Team, particularly our executive officers, to identify, acquire and operate a business in the media, sports and entertainment industries, as well as the related technology and service sectors that support these industries. We believe our Team s collective experience and network, as well as favorable trends occurring in the media, sports and entertainment sectors provide an opportunity to execute a business combination that generates attractive returns for shareholders. Our dedicated management team is led by James Lites, the Chairman and former CEO and President of the Dallas Stars, who has nearly 40 years of experience in the media, sports and entertainment sectors as an executive in the National Hockey League, Major League Baseball and National Football League. Our board of directors is chaired by William Quinn, Chairman of blank check companies Spring Valley Acquisition Corp. ( Spring Valley I ) and Spring Valley Acquisition Corp. II ( Spring Valley II ) and Managing Partner of Pearl Energy Investment Management, LLC ( Pearl ), who has over 25 years of private equity experience and is a former minority owner of the Texas Rangers Baseball Club. Collectively, our Team has established global relationships, successfully owned and operated businesses, extensive experience in identifying, managing and executing proprietary strategic investments in our sectors of focus. We believe our Team is well positioned to identify quality targets, complete a business combination with attractive terms, and create long-term shareholder value post combination. Our sponsor is an affiliate of Victory Investment Partners, L.P., which is controlled by William Quinn and includes a number of individuals, who have a differentiated combination of experience in private equity investing, public company management and board involvement, and the sponsorship of blank check companies. Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check companies, pursuant to which such officer or director is or may be required to present a business combination opportunity to such entities, including as described above. In addition, certain of our sponsor, officers and directors have sponsored, formed and participated in, and may, in the future, sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Specifically, William Quinn, the Chairman of our board of directors, is also the Chairman of the boards of directors of Spring Valley I and Spring Valley II, two other blank check companies, and controls certain investment funds managed by Pearl, including Pearl Energy Investments, L.P., Pearl Energy Investments II, L.P. and their affiliated investment vehicles (collectively, the Pearl Funds ). Mr. Lites, our Chief Executive Officer, chairs the Dallas Stars Ownership Advisory Group and has served as an Alternative Governor on the National Hockey League s Board of Governors since 2011. In addition, Mr. Quinn currently serves on the Ownership Advisory Group of the Dallas Stars. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. TABLE OF CONTENTS We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and neither we nor the underwriters take any responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. TABLE OF CONTENTS Page SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001849280_g-squared_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001849280_g-squared_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d78725d2729de0008a339f5755462d7a49cf855f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001849280_g-squared_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: Companies Act are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; company, we, us, our, or our company are to G Squared Ascend II Inc., a Cayman Islands exempted company; forward purchase agreement are to the agreement between the company and our sponsor, providing for the sale to our sponsor or an affiliate of our sponsor, in the aggregate, of 5,000,000 Class A ordinary shares and 1,666,667 redeemable warrants, for an aggregate purchase price of $50,000,000, in each case, for $10.00 per one Class A ordinary share and one-third of one redeemable warrant, in a private placement that will close substantially concurrently with the closing of our initial business combination; forward purchase securities are to the forward purchase shares and forward purchase warrants (and the Class A ordinary shares issuable upon exercise of the forward purchase warrants) to be issued to our sponsor or one of its affiliates pursuant to the forward purchase agreement; forward purchase shares are to the Class A ordinary shares to be issued to our sponsor or one of its affiliates pursuant to the forward purchase agreement; forward purchase warrants are to the redeemable warrants to be issued to our sponsor or one of its affiliates pursuant to the forward purchase agreement; founders are to Larry Aschebrook, our Chairman of the Board, Ward Davis, our Chief Executive Officer and Director, and Tom Hoban, our Chief Financial Officer; founder shares are to our Class B ordinary shares outstanding as of this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); G Squared are to G Squared Equity Management LP. GSQD are to G Squared Ascend I Inc., a Cayman Islands exempted company. initial shareholders are to our sponsor and each other holder of founder shares upon the consummation of this offering; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; our founding team are to our executive officers and directors (including our director nominees who will become directors at the consummation of this offering); private placement warrants are to the warrants sold to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shareholders are to the holders of our public shares, including our sponsor and founding team to the extent our sponsor and/or members of our founding team purchase public shares, provided that our sponsor s and each member of our founding team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares to be sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and sponsor are to G Squared Ascend Management II, LLC, a Cayman Islands limited liability company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MAY 28, 2021 PRELIMINARY PROSPECTUS $125,000,000 G Squared Ascend II Inc. 12,500,000 Units G Squared Ascend II Inc. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriter has a 45-day option from the date of this prospectus to purchase up to 1,875,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, G Squared Ascend Management II, LLC, has agreed to purchase an aggregate of 4,966,667 warrants (or 5,341,667 warrants if the underwriters over-allotment option is exercised in full), at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $7,450,000 (or $8,012,500 if the over-allotment option is exercised in full) that will close simultaneously with the closing of this offering. Each private warrant is identical to the public warrants sold in this offering, subject to certain limited exceptions as described in this prospectus. Of the proceeds we receive from the sale of the private placement warrants described in this prospectus, our sponsor has agreed to deposit $1,250,000 (or $1,437,500 if the underwriters over-allotment option is exercised in full) ($0.10 per share in either case) into a trust account in connection with this offering. Our initial shareholders currently own an aggregate of 3,593,750 Class B ordinary shares (up to 468,750 of which are subject to forfeiture) which will automatically convert into Class A ordinary shares at the time of our initial business combination as described herein. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Our sponsor has committed to enter into a forward purchase agreement with us that will provide for the purchase by our sponsor or an affiliate of our sponsor, in the aggregate, of 5,000,000 forward purchase securities, for an aggregate purchase price of $50,000,000, with each forward purchase security consisting of one Class A ordinary share and one-third of one redeemable warrant in each case, for $10.00 per forward purchase security, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities sold pursuant to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units being sold in this offering, respectively, except that our sponsor or an affiliate of our sponsor, as applicable, will have certain registration rights, as described herein. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol GSQB.U . We cannot guarantee that our securities will be approved for listing on the NYSE. We expect that the Class A ordinary shares and warrants comprising the units to begin separate trading on the NYSE under the symbols GSQB and GSQB.W , respectively on the 52nd day following the date of this prospectus unless UBS Securities LLC informs us of its decision to permit earlier separate trading and we have satisfied certain conditions described herein. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and, as such, will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 125,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 6,875,000 Proceeds, before expenses, to us $ 9.45 $ 118,125,000 (1) Includes $0.35 per unit, or $4,375,000 in the aggregate (or $5,031,250 in the aggregate if the underwriter s over-allotment option is exercised in full), payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriter only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $126,250,000, or $145,187,500 if the underwriter s over-allotment option is exercised in full ($10.10 per unit in either case), will be deposited into a U.S. based trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2021. Sole Book Running Manager UBS Investment Bank , 2021 TABLE OF CONTENTS shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Overview G Squared Ascend II Inc., is incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. OUR COMPANY G Squared Ascend II Inc. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. While we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus our search within the technology sector, and specifically within six core verticals, or megatrends as described below. Our sponsor is an affiliate of G Squared Equity Management LP ( G Squared ), a registered investment adviser ( RIA ) under the Investment Advisers Act of 1940, as amended, and venture capital fund manager which was founded in 2011 by Larry Aschebrook. As of the date of this prospectus, G Squared has 25 professionals across four offices, San Francisco, CA, Chicago, IL, Greenwich, CT, and Zurich, Switzerland, and has deployed more than $2 billion of capital since inception across several funds, separate managed accounts and co-investments focused on growth stage opportunities in the global technology sector. G Squared has 60 total active positions across current active funds, with a co-invest ratio of 1:2. G Squared has invested in approximately 100 companies since the firm s founding. Numerous of those investments have been successfully exited via IPO, direct listing, or M&A with strategic and financial investors and SPACs. G Squared has completed over 180 total transactions since January 2019. This investment activity has taken place globally with recent emphasis on Europe where the firm has invested over $250 million into companies operating and headquartered there. Our investment focus will be aligned with six areas within technology which G Squared focuses on and has identified as core megatrends. Software-as-a-Service, Online Marketplaces, Mobility 2.0/Logistics, Fintech/Insurtech, New Age Media and Sustainability. G Squared s portfolio includes leaders in these sectors such as 23andMe, Auto1, Blend, Bolt, Brex, Convoy, Coursera, Fast, Flexport, Revolut, Toast, Turo, UiPath and WeFox. G Squared has also successfully exited investments in notable public companies such as Asana, Dropbox, Jamf, Lemonade, Lyft, Meituan, Palantir, Peloton, Pinterest, Postmates, Snap, Spotify, Twitter and Uber among others. We believe our management team is well positioned to source attractive businesses within the global technology sector, and specifically across these six megatrends that we believe present attractive opportunities for public market investors. We intend to focus on evaluating established companies with leading competitive positions, strong management teams, and long-term potential for growth and profitability. OUR AFFILIATION WITH G SQUARED G Squared was formed with the singular goal of investing in the world s leading mid-to-late-stage, venture-backed private companies that could be, and in many cases should be, public companies. The evolution TABLE OF CONTENTS of the IPO landscape and the emergence of private, billion-dollar plus valuation, venture-backed companies ( Unicorns ) continue to create an opportunity for growth-oriented investors seeking liquidity in a short window. As VC backed companies have continued to stay private longer, the number of businesses with a valuation of over $1 billion has dramatically accelerated. The typical private company lifecycle has elongated from just a few years from idea to IPO to ~14 years in 2018, according to the Kauffman Fellows. According to CB Insights, as of January 2021, there were 518 private company Unicorns with a cumulative valuation of $1.6 trillion. Against this backdrop, G Squared built a business that provides growth capital to companies and also satisfies the liquidity needs of early-stage investors and employees seeking to monetize or partially monetize their shares in these highly regarded growth-stage businesses. G Squared s status as an RIA, allows it to purchase both primary and secondary direct shares. Many traditional VC firms operate under the Venture Capital Exemption Act which restricts their weighting of capital allocation into secondary transactions. These traditional VCs must deploy over 80% of their funds directly into primary rounds. G Squared s flexibility in building positions in companies has created a structuring expertise that includes a variety of securities. We believe this proven ability to tailor liquidity solutions to the specific needs of a target company will be an attractive element of our value proposition to potential business combination targets. The areas of historical investment focus for G Squared include the following: Secondary Direct Investments: The G Squared team works alongside portfolio company C-suites and board members to create ongoing liquidity programs as the company s Right of First Refusal (RoFR) partner. G Squared refers to this investment strategy as secondaries solutions. G Squared has deployed this secondaries solutions strategy into a majority of their positions across their funds. This unique strategy enables strong rapport with portfolio company management teams and fosters longstanding relationships that persist well into the typical portfolio company s public market debut. Our sponsor s secondaries solutions provide portfolio company management teams and boards with (i) the ongoing absorption of secondary transactions identified by management that relieves the pressure of today s elongated private company life cycle, (ii) cap table / valuation management advisory, (iii) the enablement of employee options and shareholder financing programs and (iv) the creation of liquidity for other managers invested who hold shares in a vehicle that have exhausted the related fund s life. This contributes to the greater than 70% of shares in current active funds sourced through secondary transactions. Historically, this activity has supported portfolio companies to stay private longer. We view the G Squared Ascend strategy as an Exit-as-a-Service enhancement to our sponsor s core secondaries solutions expertise. This strategy is being deployed as an increasing number of our portfolio companies appear ripe for public markets. G Squared views this overall secondaries solutions approach as an important core competency of the organization that should serve to enhance our Company s likelihood of completing a successful merger. Additionally, our sponsor s experience in structuring transactions in the private market should translate to flexibility around reaching a successful deal. Primary Direct Investments: Primary direct investments will typically consist of equity (preferred or common stock) or convertible debt and can include multiple structuring mechanisms to enhance return profile or protect against investment losses. Employee Tenders: G Squared has led a substantial number of employee tenders for portfolio companies in previous flagship funds that often relieve employee retention concerns by providing needed liquidity. This expertise may be of value in an acquisition that includes a secondary component for the target business. Our sponsor has developed an extensive global network of venture GP peers and growth-stage management teams. Further, G Squared has created a niche in the growth venture capital ecosystem by becoming a trusted liquidity solution provider to: Portfolio Companies: Partnering with management teams and boards by providing growth capital in primary rounds, assisting with cap table management by purchasing secondary shares from willing sellers and supporting worker retention with coordinated and structured employee tender transactions. Other General Partners ( GPs ): Partnering with leading venture capital firms to provide latter-stage secondary exits for certain top positions that have exhausted their respective fund lives, or that need liquidity. TABLE OF CONTENTS By becoming a valued partner to both companies and other GPs, G Squared is often invited to invest in some of the world s leading private tech businesses. The access attained by our sponsor benefits our Company by affording it the ability to identify winning business models in their respective niches that have demonstrated strong fundamental performance over time. G Squared investment activity over several committed capital funds has consistently produced top returns. Further, G Squared has been recognized by Institutional Investor and Prequin as one of the top performing venture capital fund managers in the world. Our sponsor s funds generally target growth-stage companies that exhibit proven concepts and commercial viability in the sectors described in Our Market Opportunity. The Company will leverage this research and experience to engage potential acquisition targets through G Squared s network of industry participants, often through invitation by executives, board directors, or early investors. Our sponsor will filter investment opportunities from several hundred VC-backed unicorns and emerging unicorns, will actively track and assess hundreds of companies, and has transacted in over 40 companies. We fully expect our sponsor s market positioning to be advantageous in identifying potential targets. G Squared s historic returns have been driven by portfolio company fundamental performance. It is the responsibility of G Squared s research function to evaluate and recommend investment opportunities, leveraging nearly a decade of proprietary firm analysis. Our sponsor s research team incorporates individuals with not only extensive VC / private market experience, but also seasoned hedge fund managers with deep public equity research and portfolio management experience. The addition of a hedge fund perspective to our research function, inclusive of a team that has evaluated hundreds of initial public offerings over a 26-year period of public market investing, delivers a critical eye to exit outcomes and understands what makes for a successful public company another unique element of our sponsor s proposition. OUR SENIOR MANAGEMENT TEAM AND BOARD OF DIRECTORS Larry Aschebrook, Chairman Mr. Aschebrook is the Founder and Managing Partner of G Squared. He is a member of the G Squared Executive Group and G Squared Investment Committee. Under the leadership of Mr. Aschebrook, G Squared has deployed over $2 billion in total capital since inception across several flagship funds, co-investment funds and separate managed accounts. Mr. Aschebrook has led or co-led every major investment of G Squared including but not limited to current holdings of 23andMe, Auto1, Blend, Bolt, Brex, Convoy, Coursera, Fast, Flexport, Revolut, Toast, Turo, and WeFox, as well as now notable public companies such as Asana, Dropbox, Jamf, Lemonade, Lyft, Meituan, Palantir, Peloton, Pinterest, Postmates, Snap, Spotify, Twitter and Uber among others. Having previously served on the boards of directors of numerous VC-backed businesses, Mr. Aschebrook oversees many of G Squared s close ties to other top-tier venture funds. Prior to founding G Squared, Mr. Aschebrook owned multiple businesses and previously served as a Vice President level administrator for five large academic institutions including Arizona State University, at the time the largest university in the U.S. by student population. Mr. Aschebrook s primary responsibility in these positions was development activity, such as raising funds from private and corporate donors. Over the course of his career, Mr. Aschebrook was responsible for overseeing hundreds of millions of dollars in grants, donations and sponsorships. He was also responsible for multi-million-dollar projects such as stadium naming rights, television and radio rights, as well as all revenue generation activities for athletics as Associate Athletic Director. During the same period, Mr. Aschebrook launched his first private investment partnership. Mr. Aschebrook serves as the Chairman of the Board of GSQD, Mr. Aschebrook earned his MBA from the W.P. Carey School of Business at Arizona State University. Additionally, he earned a MS in Athletic Administration and a B.S. from the University of Wisconsin system. Ward Davis, Chief Executive Officer and Director Mr. Davis joined G Squared in July 2019, bringing nearly three decades of public equity market research and portfolio management experience to the organization. He has led several investments at G Squared with emphasis on certain Mobility 2.0/Logistics and Online Marketplace sectors. Mr. Davis holds TABLE OF CONTENTS extensive proficiency in evaluating business plans, appraising management teams, dissecting industry competitive dynamics and scrutinizing financials of publicly traded companies across a multitude of consumer and technology sectors. Over a 26-year career as an equity analyst, portfolio manager and business founder, Mr. Davis successfully led investment management organizations and teams through a multitude of business and market cycles. Additionally, over this time he evaluated and participated in hundreds of initial public offerings. Prior to joining G Squared, Mr. Davis was the Founder and Chief Investment Officer of Caerus Investors, a hedge fund focused on the broad consumer sector that launched in 2009. From 2002 to 2009, he was the co-Founder and co-Chief Investment Officer at Trivium Capital, a hedge fund focused on technology and consumer equities. From 1998 to 2002, Mr. Davis was Managing Director at Chilton Investment Company where he headed the consumer sector team. He also served stints at Zweig DiMenna Associates and Massachusetts Financial Services as a senior equity analyst. Prior to his career in investment management, Mr. Davis spent five years at Matsushita Electric Industrial and was the first US employee working within the finance department at the company s headquarters in Osaka, Japan. Mr. Davis serves as the Chief Executive Officer and as a director of GSQD. Mr. Davis holds an MBA from The Tuck School at Dartmouth College and a BA in East Asian Studies from Washington and Lee University. Tom Hoban, Chief Financial Officer Mr. Hoban joined G Squared in February 2020 as Chief Operating Officer after spending the prior 29 years in the hedge fund industry managing the non-investment operations of multiple firms. He brings extensive experience in operations, accounting, compliance and investor relations having built both institutional infrastructure for a number of start-up firms and run the back-office for multi-billion dollar established managers. Prior to joining G Squared, Mr. Hoban was a founding partner and the Chief Operating Officer at Aravt Global, a growth-focused long/short equity hedge fund. Prior to Aravt, from 1993 to 2013 Mr. Hoban held senior operating and finance roles for several asset management firms including Vinik Asset Management, Signpost Capital, Sursum Capital Management, PilotRock Investment Partners, Chilton Investment Company and Tudor Investments. He started his career at Ernst & Young auditing hedge funds and commodity trading firms, including Tudor and Commodities Corporation. Mr. Hoban serves as Chief Financial Officer and as a director of GSQD. Mr. Hoban graduated from Villanova University with a BS in Accountancy and is a registered CPA in New York State. In October 2020, Mr. Aschebrook, Mr. Davis, and Mr. Hoban founded GSQD, a blank check company incorporated for the purposes of effecting a business combination. Mr. Aschebrook serves as the Chairman of the Board of GSQD, Mr. Davis serves as the Chief Executive Officer and as a director of GSQD and Mr. Hoban serves as Chief Financial Officer and as a director of GSQD. GSQD completed its initial public offering in February 2021, in which it sold 34,500,000 units, each consisting of one GSQD Class A ordinary share and one-fifth of one warrant for one GSQD Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $345,000,000. Thomas Evans, Director Nominee Thomas R. Evans serves as a director of Angie s Home Services (NAS: ANGI) and Shutterstock, (NYSE: SSTK). Previously, Mr. Evans was the President and Chief Executive Officer of Bankrate, Inc. (NYSE: RATE), an internet publisher of consumer financial content and rate information from 2004 through 2013. In 2009, Mr. Evans took Bankrate through a $580 million go-private transaction with Apax Partners. Later, he led Bankrate through a $1.5 billion initial public offering. From 1999 to 2003, Mr. Evans served as Chairman and Chief Executive Officer of Official Payments Corp. From March 1998 to June 1999, he was President and Chief Executive Officer of GeoCities Inc. We believe Mr. Evans public company board experience and chief executive experience make him well qualified to serve on our board of directors. Mr. Evans holds a BA from Arizona State University. Heather Hasson, Director Nominee Heather Hasson is the Co-Founder and Co-CEO of FIGS. A serial entrepreneur with a background in design and luxury fashion, Heather has brought the healthcare workwear industry into the twenty-first TABLE OF CONTENTS century with technical products and an industry-shifting distribution model. Heather was selected as an Endeavor Entrepreneur in 2015. She won the Ernst and Young Entrepreneur of the Year Award for the Greater Los Angeles Region in 2018. She was recognized as one of the 100 Most Intriguing Entrepreneurs by Goldman Sachs Builders and Innovators Summit in 2018 and 2019 and was named Inc. Magazine s Top 100 Female Founders in 2019. Heather received the RxArt Foundation s Innovation Award in 2019 and sits on the RxArt Board. Heather received her B.A. in Political Science from Wisconsin University. We believe Ms. Hasson s unique entrepreneurial background make her well qualified to serve on our board of directors. Ms. Hasson attended the Business School at University of Oxford and holds a B.A. in Political Science from the University of Wisconsin-Madison. Cristina Antelo, Director Nominee Cristina Antelo serves as CEO and Founding Principal of Ferox Strategies, LLC, a political strategy firm located in Washington, D.C. Prior to founding Ferox Strategies, LLC, Ms. Antelo served as Principal at The Podesta Group from 2008 to 2017. In addition, Ms. Antelo served as Interim CEO of the Congressional Hispanic Caucus Institute from 2016 to 2017. Ms. Antelo began her lobbying career in 2004, representing Fortune 500 clients at bipartisan government and public affairs firms in Washington, D.C. Ms. Antelo s policy areas of expertise include financial services, tax, trade, border security, transportation and infrastructure, and crisis management. Prior to transitioning to government relations, Ms. Antelo worked as a Wall Street investment banker and wealth management advisor at Goldman Sachs and J.P. Morgan. She also served as a legal fellow with the Senate Democratic Steering Committee. Ms. Antelo is active in charitable work, currently serving on the Board of Directors of the Congressional Hispanic Caucus Institute, as well as the board of the National Wildlife Federation's Action Fund. Ms. Antelo further serves on the finance committee for the March of Dimes' annual Gourmet Gala. Finally, Ms. Antelo is also on the Board of Directors for her alma mater, the Brooks School in North Andover, MA. We believe Ms. Antelo s experience in financial services and government relations make her well qualified to serve on our board of directors. Ms. Antelo holds a B.S. from Georgetown University and a J.D. from the George Washington University Law School. OUR STRATEGIC ADVISORS In addition to our management, investment team and board of directors, we will be supported by the following strategic advisors. We currently expect our strategic advisors to (i) assist us in sourcing and negotiating with potential business combination targets, (ii) provide business insights when we assess potential business combination targets and (iii) upon our request, provide business insights as we work to create additional value in the business or businesses that we acquire. In this regard, our strategic advisors will fulfil some of the same functions as our board members; however, they will not owe any fiduciary obligations to us nor will they perform board or committee functions or have any voting or decision-making capacity on our behalf. They will also not be required to devote any specific amount of time to our efforts. While certain of our strategic advisors have ownership interests in our sponsor, none of our strategic advisors have any employment, consulting fee or other similar compensation arrangements with us. Johan Bergqvist, Special Advisor Johan Bergqvist, currently is the CFO of Bolt, a transportation platform providing ride-hailing, micromobility, and food delivery services. Bolt is headquartered in Tallinn, Estonia and operates in over 200 cities in 40 countries in Europe, Africa, Western Asia and North America. Today Bolt is considered one of the fasted growing mobility companies in the world. As the CFO of Bolt Mr. Bergqvist has overseen several significant rounds of equity and debt financings. Prior to joining Bolt, Mr. Bergqvist was the VP of Corporate Finance and Treasury at Spotify. During his Spotify career, he helped the company scale from a few hundred million in revenue to several billions. Mr. Bergqvist was a part of the core team that listed Spotify on the New York Stock Exchange at a $30 billion valuation, making it the highest-valued TABLE OF CONTENTS European tech startup at the time. We believe Mr Bergqvist s Mobility 2.0 and New Age Media expertise, along with his strong European connections, make him well qualified to serve as a strategic advisor. Kenneth Hahn, Special Advisor Kenneth Hahn presently serves as the Chief Financial Officer of Coursera, a high-growth private online education company. Mr. Hahn brings more than twenty years of experience as the Chief Financial Officer of several public and private companies: Collective Health, Icontrol Networks (acquired by Comcast), QuinStreet (Nasdaq: QNST), Borland Software (Nasdaq: BORL), and Extensity (Nasdaq: EXTN). Mr. Hahn led the IPOs, as CFO, of QuinStreet and Extensity and has extensive operational mergers and acquisitions experience, both on the buyside and sellside, of private and public companies. He has a deep network of operating professionals and board members from his thirty years of experience in Silicon Valley. Prior to his executive roles, his professional services background included eight years at the Boston Consulting Group and PricewaterhouseCoopers. Mr. Hahn holds a BA in Business from CSU Fullerton, summa cum laude, and an MBA from Stanford University, where he was named an Arjay Miller Scholar. He has also earned CPA (inactive) and CMA credentials. We believe Mr. Hahn s deep financial and business creation skills make him a valuable member of our strategic advisors Mike Linton, Special Advisor Mike Linton serves as Chief Revenue Officer at Ancestry. Mr. Linton joined Ancestry in September 2019, to lead consumer and product marketing with a focus on accelerating growth and continuing to build a global brand that consumers love and trust. Prior to Ancestry, he served as CMO of Farmers Insurance where his responsibilities included marketing, research, strategic planning, internal and external communications, customer experience and the company s digital and mobile efforts. In his 30-year marketing and general management career Mr. Linton has also worked at Procter & Gamble, Progressive Insurance, BestBuy and eBay, to name a few. He is on the Board of Directors of Medical Solutions and The Wine Group and advises a number of early-stage companies. Among numerous awards, Mr. Linton has won 4 Effies, a Valiente and was named by Ad Age as one of the most influential 30 marketers. In 2017, he was named one of the 50 Most Innovative CMO s in the World by Business Insider. Mr. Linton holds an MBA from Duke s Fuqua School of Business and a BS/BA in Business from Bowling Green State University. We believe Mr. Linton s extensive marketing expertise and brand building skills make him a valuable member of our strategic advisors. John McAteer, Special Advisor John McAteer currently oversees all aspects of Google s relationships with Retail, Consumer Electronics, and Telco partnerships and clients. In addition, Mr. McAteer works directly with Google s product organization to ensure that Google s Retail and Tech client s interests/needs are being met. In his 15 years plus at Google, Mr. McAteer has had the opportunity to form strong relationships with many of Google s top partners (Apple, Amazon, Walmart, Samsung, Verizon to name a few) His vantage point as head of Sales and operations has given him a unique perspective and understanding of what companies are doing well - or not doing well - in order to take advantage of their digital presence. Prior to joining Google, Mr. McAteer was VP, Sales and Merchandising, for PriceGrabber Inc. where he was responsible for relationships to retailers and manufacturers. Earlier in his career, he was a VP of Sales and Business Development at Evite and prior to that at PC World Online and at Ziff-Davis Publishing. He currently sits on the Board of the National Retail Federation (NRF) as well as an advisor to several early to late-stage Tech start-ups. Mr. McAteer holds a B.S. in Finance from California State University - Sacramento. We believe Mr. McAteer s unique experience at Google and outstanding network of relationships make him well qualified to serve as a strategic advisor. Ilan Nissan, Special Advisor Ilan Nissan is a senior partner in Goodwin s Private Equity and Mergers & Acquisitions business and leads the practice in New York. Mr. Nissan s clients include many of the top alternative asset managers in the world including private equity funds, venture capital funds, hedge funds and family offices. Since 2003, he has been a Lecturer-in-Law at Columbia University Law School, where he teaches a course focusing on mergers and acquisitions, private equity, venture capital and legal transactional strategies. TABLE OF CONTENTS Mr. Nissan holds a JD from Boston University School of Law and a BS at SUNY, Albany. We believe Mr. Nissan is well-qualified to serve as a strategic advisor given his extensive M&A experience and vast network of venture company relationships. Steve Papa, Special Advisor Steve Papa is Founder and CEO of Parallel Wireless, the world s first fully 5G-native architecture for 2G/3G/4G/5G that is built on 100% open COTS components from RAN through core. He was the founder and CEO of Endeca, which he sold to Oracle for $1B in 2011. Endeca pioneered Guided Navigation, one of the leading search innovations of the decade, and made it an industry standard online. Prior to Endeca, Mr. Papa was a part of the original MIT team creating Akamai, a member of the early team at Inktomi in charge of creating the company s infrastructure caching business, and spent time at Teradata and also at Venrock, the Rockefeller Family s venture capital arm. Mr. Papa is also a Founding Partner at Toast and current Board Member, Founding Partner of Shoobx and Founding investor and Partner at Kandou Bus S.A. He holds an MBA from Harvard Business School and a BSE in Engineering and Economics from Princeton University. We believe Mr. Papa s depth of industry knowledge, broad network, and experience scaling companies makes him a valuable member of our strategic advisors. William Tanona, Special Advisor William Tanona serves as Senior Vice President of Corporate Development & Investor Relations, providing planning, advisory and execution leadership on mergers and acquisitions, strategic investments and joint ventures. Prior to SoFi, Mr. Tanona was the President, CFO and Treasurer of GSV Capital Corp, a late-stage publicly traded venture capital fund. Prior to joining GSV, he spent nearly two decades at J.P. Morgan, Goldman Sachs, UBS and Fortress Investment Group. Mr. Tanona received a BS in Accounting from Villanova University and is a CFA charterholder. We believe Mr. Tanona is well qualified to serve as a strategic advisor given his extensive experience in growth venture equity and the fintech sector specifically. In addition to our management team, independent board members and strategic advisors our Company will leverage our sponsor s extensive research and origination teams based in San Francisco, CA, Chicago, IL, Greenwich, CT and Zurich, Switzerland. This team will assist our Company with target identification, target due diligence, financial analysis, public peer comparison studies and public market reception evaluation in both the U.S. and Europe. OUR FORWARD PURCHASE AGREEMENT AND COMMITTED CAPITAL Our sponsor has committed to enter into a forward purchase agreement with us that will provide for the purchase by our sponsor or an affiliate of our sponsor, in the aggregate, of 5,000,000 forward purchase securities, for an aggregate purchase price of $50,000,000, with each forward purchase security consisting of one Class A ordinary share and one-third of one redeemable warrant, in each case, for $10.00 per forward purchase security, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities sold pursuant to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units being sold in this offering, respectively, except that our sponsor or an affiliate of our sponsor, as applicable, will have certain registration rights, as described herein. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. OUR MARKET OPPORTUNITY G Squared Ascend II will focus its search for business combination targets on companies operating in the following six technological mega-trends: Software-as-a Service, Online Marketplaces, Mobility 2.0/Logistics, FinTech/InsurTech, New Age Media, and Sustainability. We believe that these sectors are poised for continued significant growth driven by innovation and disruption that, coupled with our management team s proficiency and expertise, will provide attractive opportunities for G Squared Ascend. TABLE OF CONTENTS Moreover, in addition to US-based companies, we believe that there are numerous attractive European companies operating around these segments which benefit from the same trends and have a global appeal. As of late 2020, the year was on track to set a new record of capital invested into European technology companies, with total investment projected to reach over $40 billion, per dealroom.co. The unicorn pipeline also continues to steadily grow with 18 new unicorns in 2020. According to dealroom.co, the total number of unicorns has now reached more than 200 and there are many more fast-growing startups likely to join this list soon. We believe that the proliferation of late-stage European unicorns adds to the US IPO pipeline for the coming months and years. Moreover, several high profile European-based unicorns have recently chosen to go public in the US via mergers with SPACs. As the pipeline of IPO candidates continues to grow, we expect for many companies to seek paths to liquidity setting Europe up to be a prime destination for our acquisition strategy. We have significant experience investing in market leaders in each of the segments that we have identified, which we believe makes us well positioned to identify merger targets and affect successful business combinations. Our investment experience in each of these megatrends include current and successfully exited investments by G Squared, including: Software-as-a-Service: Blend, Brex, Metromile, Synack, Tipalti, Toast, UiPath and Unqork. Exited positions include Asana, Dropbox and Jamf Software. Online Marketplaces: Airbnb, Auto1, Capsule, Collective Health, Instacart, Kurly, Omio, Maisonette and Sonder. Exited positions include Alibaba and Meituan. Mobility 2.0/Logistics: Bolt, Convoy, Flexport, Turo and Transfix. Exited positions include Uber and Lyft. Fintech/InsurTech: Brex, Blend, Wefox, SoFi, Revolut, Toss, Fast, Next Insurance and Imagine. Exited positions include Lemonade. New Age Media: Coursera. Exited positions include Pinterest, Peloton, Snap, Spotify and Twitter. Sustainability: 23&Me, Indigo, and Impossible Foods. Exited positions include Bloom Energy. The foregoing themes are not intended to be exhaustive. We may pursue an initial business combination with a target business in any industry, sector or geographic location we choose. We are focused on identifying businesses with good fundamentals and management teams that have significant growth ahead of them as well as demonstrating a clear path towards profitability. We believe the current environment affords us the opportunity to acquire a business that balances growth and profit for long term success in the public markets. There are a significant number of large US and European private companies that have raised record amounts of capital and have opted to stay private longer. According to CB Insights, as of January 2021, 518 venture-backed private equity companies were valued at over $1 billion. OUR MISSION AND CRITERIA G Squared Ascend II will build on our sponsor s vision to provide current and future investors greater access to leading growth companies through a systemic strategy we call ASCEND . The ASCEND strategy will provide the growth ecosystem an Exit-as-a-Service capability to augment G Squared s existing secondaries solutions proficiency. ASCEND will further provide growth companies and their investors a favorable alternative to the conventional IPO and M&A exit paths. G Squared s ASCEND strategy will provide the Company with an ideal partner to facilitate a public listing. The combination of our sponsor and our structure provides the following benefits to our partner companies and investors: Alignment of Interests The Company serves as a natural extension of the service we provide our portfolio companies as a transitional capital provider. Further, our sponsor investment will sit within private funds managed by G Squared, ensuring that the substantial majority of sponsor economics earned will be shared among our fund investors. TABLE OF CONTENTS Structure G Squared has developed expertise in innovative structuring of private market deal flow in order to facilitate successful, high-returning transactions. This activity includes negotiating RoFR rights, converts, virtual options, employee tenders, forward purchase agreements, IPO ratchets and IPO options. Capital Raising G Squared has deployed over $2B since 2011 across several venture funds, managed accounts and co-investments. Our business has over 200 LPs across 26 countries and six continents. Certain members of our management team hold two decades of public equity market experience. Exit Strategy An essential component of our investment thesis. Our research team carefully evaluates public market comparable valuation across numerous key metrics and weighs investor psychology in determining ultimate success for our investments as they transition to public markets. A long-tailed growth opportunity that has already achieved meaningful scale and profitability metrics are key underpinnings. Network G Squared s transaction-based approach to constructing positions is built on the establishment of comprehensive working relationships with both peer venture capital funds and the management teams of portfolio companies. Our distinctive secondaries solutions model builds long-lasting rapport with company management teams. Core fund positions are typically built over dozens of transactions, while assisting companies with the management of their cap tables. These numerous touch points forge important associations while extending our network reach across the growth stage ecosystem. Domain Expertise G Squared focuses on certain transformative tech-centric megatrends such as Software-as-a-Service, Online Marketplaces, Mobility 2.0, FinTech, New Age Media, and Sustainability. There is a multi-year growth profile associated with leading businesses in these categories. This core competency enhances our ability to identify a growing business that will resonate well with public market tech investors. INVESTMENT CRITERIA Consistent with our core values, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. Size: We intend to focus on target businesses whose enterprise value is at least $1 billion; our management team believes businesses of this size have the right mix of market positioning and potential to scale and grow, while also having profitability potential. Scaled, high-growth asset with path to profitability: We intend to seek targets that have achieved scale and are on a predictable growth trajectory. G Squared s target universe has already achieved commercial viability and in many cases these businesses should already be public companies. Additionally, we seek businesses that are profitable, or have a clear path to profitability, and the ability to grow that profitability over time. Product: We will seek businesses with a strong competitive position with a product that fits within G Squared s sectors/megatrends of focus with a first mover advantage or a sizable market share in their segment and the opportunity to achieve market leadership. Competitive moat: We intend to identify businesses with defensible technology, intellectual property rights, branding or market positioning. Further, we emphasize an organization s ability to evolve with a changing market in order to continue to be the disruptor rather than the disrupted as the business gains scale. TABLE OF CONTENTS People: We intend to underwrite the (i) background and experience of management teams; (ii) analyzing the composition of the board of directors and existing investor base; and (iii) leveraging sector relationships across G Squared s ecosystem. We believe our insights into private companies abilities to forecast an outlook will prove advantageous in selecting a target that is ready for public markets. Comprehensive public and private valuation screening: (i) Evaluate company potential in the context of our sponsor s extensive database of growth company data; (ii) conservatively forward-model financial statements with skeptical attention to profitability and (iii) evaluate capital structure and deal structure. Returns driven analysis: Our sponsor s returns driven analysis will be utilized to identify a merger candidate that meets or exceeds the Company s Base Case financial projections while providing DCF and IRR math that support a successful public market debut of our combined business. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria, and guidelines that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC. OUR ACQUISITION PROCESS We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Certain members of our management team are officers or directors of GSQD or are employed by G Squared or its affiliates. G Squared and GSQD are continuously made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted, or had any discussions, formal or otherwise with, any prospective target business with respect to a business combination transaction with us. All of our officers and certain of our directors have fiduciary and contractual duties to G Squared and GSQD and to certain companies in which G Squared has invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Cayman Islands law, none of the members of our management team who are also officers or directors of GSQD or are employed by G Squared or GSQD or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies or special purpose acquisition companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, including GSQD, current or future entities affiliated with or managed by G Squared, our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. Our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of us and it is an opportunity that we are able to complete on a reasonable basis. For more information, see the section entitled Management Conflicts of Interest. Our directors and officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See Risk Factors Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. TABLE OF CONTENTS General We are a newly incorporated blank check company incorporated on February 12, 2021 as a Cayman Islands exempted company incorporated for the purpose of partnering with founders, operators, and entrepreneurs to build great companies and advance the innovation economy by offering an alternate path to the public markets, which we will achieve by effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our founding team s background, and to capitalize on the ability of our founding team to identify and acquire a business, focusing on the technology industry. Initial Business Combination The NYSE rules and our amended and restated memorandum and articles of association require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). We refer to this as the 80% net assets test. If our board of directors (the board ) is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% but more of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the partner or is otherwise not required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post business combination company owns or acquires 50% or more of the voting securities of the partner, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one partner business, the 80% be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a partner business or businesses, our board may be unable to do so if our board is less familiar or experienced with the partner company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the partner business meets the 80% of net assets test, unless such opinion includes material TABLE OF CONTENTS information regarding the valuation of a partner business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We may pursue an initial business combination opportunity jointly with our sponsor, G Squared or one or more of its affiliates and/or investors in G Squared, which we refer to as an Affiliated Joint Acquisition. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. Any such issuance of equity or equity-linked securities would, on a fully diluted basis, reduce the percentage ownership of our then-existing stockholders. Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B ordinary shares, issuances or deemed issuances of Class A ordinary shares or equity-linked securities (other than the forward purchase securities) would result in an adjustment to the ratio at which Class B ordinary shares shall convert into Class A ordinary such that our sponsor and its permitted transferees, if any, would retain its aggregate percentage ownership at 20%, on an as- converted basis, of the sum of the total number of ordinary shares issued and outstanding upon the consummation of this offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination, any forward purchase securities, and any private placement warrants issued to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans, unless the holders of a majority of the then outstanding Class B ordinary agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Neither our sponsor nor G Squared nor any of their respective affiliates, have an obligation to make any such investment. Our sponsor has committed to enter into a forward purchase agreement with us that will provide for the purchase by our sponsor or an affiliate of our sponsor, in the aggregate, of 5,000,000 forward purchase securities, for an aggregate purchase price of $50,000,000, with each forward purchase security consisting of one Class A ordinary share and one-third of one redeemable warrant, in each case, for $10.00 per forward purchase security, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities sold pursuant to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units being sold in this offering, respectively, except that our sponsor or an affiliate of our sponsor, as applicable, will have certain registration rights, as described herein. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. Other Considerations We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with G Squared, our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with G Squared, our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. Affiliates of G Squared and members of our board of directors will directly or indirectly own founder shares and private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict TABLE OF CONTENTS of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. G Squared and GSQD are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with us and we will not consider a business combination with any company that has already been identified to G Squared or GSQD as a suitable acquisition candidate for it, unless G Squared or GSQD, as applicable, in its sole discretion, declines such potential business combination or, in the case of G Squared, makes available to us a co-investment opportunity in accordance with G Squared s applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to select or locate any such acquisition candidate. G Squared may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These G Squared investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. In addition, each of our officers and directors presently have and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, G Squared and GSQD, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of G Squared and certain companies in which G Squared or such entities have invested. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity, which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, GSQD, G Squared, any G Squared funds or other investment vehicles), then, subject to their fiduciary duties under applicable law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to G Squared, GSQD or our founders may be suitable for us and GSQD, a current or future G Squared fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to GSQD, such fund, portfolio company or other entity before being directed, if at all, to us. None of G Squared, GSQD, our founders or any members of our board of directors who serve as an officer or director of GSQD or are also employed by G Squared or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of G Squared. In addition, our founders, officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our founders, officers and certain of our directors have, and will have in the future, time and attention requirements for GSQD, current and future special purposes acquisition companies and investment funds, accounts, co-investment vehicles and other entities managed by G Squared. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, GSQD, other special purpose acquisition companies or investments funds, accounts, co-investment vehicles and other entities managed by G Squared (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to GSQD, other special purpose acquisition companies or such investment funds, accounts, co-investment vehicles and other entities), GSQD, such other special purpose acquisition companies and G Squared and its affiliates TABLE OF CONTENTS will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. Corporate Information Our executive offices are located at 205 N Michigan Ave., Suite 3770, Chicago, IL 60601. We maintain a corporate website at [www.gsquaredascendII.com.] The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. TABLE OF CONTENTS THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our founding team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 12,500,000 units (or 14,375,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one redeemable warrant. Proposed NYSE symbols Units: GSQB.U Class A ordinary shares: GSQB Warrants: GSQB.W Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless UBS Securities LLC inform us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated TABLE OF CONTENTS financial information to reflect the exercise of the underwriters over- allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 12,500,000(1) Ordinary shares: Number outstanding before this offering 3,125,000(2)(3) Number outstanding after this offering 15,625,000(1)(2)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,966,667(1) Number of warrants to be outstanding after this offering and the private placement 9,133,333(1)(4) (1) Assumes no exercise of the underwriters over-allotment option. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. (3) Does not include up to 468,750 founder shares that are currently outstanding and subject to forfeiture if the underwriters overallotment option is not exercised. (4) Includes 4,166,667 public warrants included in the units sold in this offering and 4,966,667 private placement warrants to be sold in the private placement. Exercisability Each whole warrant sold in this offering is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for partner businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking TABLE OF CONTENTS into account any founder shares or forward purchase securities held by our initial shareholders or such affiliates as applicable, prior to such issuance), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume- weighted average trading price of our ordinary shares during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00 ) and Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The forward purchase warrants will be exercisable on the same terms as the warrants offered as part of the units. Exercise period The warrants will become exercisable 30 days after the completion of our initial business combination, provided that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary TABLE OF CONTENTS shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the Reference Value ). We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise TABLE OF CONTENTS price for each warrant being exercised. Except as described in this prospectus, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. The forward purchase warrants will be redeemable on the same terms as the warrants offered as part of the units being sold in this offering. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants and Forward Purchase Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below); if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like, then the private placement warrants must also be concurrently called for redemption on the same terms (except as described herein with respect to a holder s ability to cashless exercise its warrants) as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares shall mean the volume-weighted average price of our Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). TABLE OF CONTENTS No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders warrants and Forward Purchase Warrants for additional information. The forward purchase warrants will be redeemable on the same terms as the warrants offered as part of the units being sold in this offering. Forward Purchase Securities Our sponsor has committed to enter into a forward purchase agreement with us that will provide for the purchase by our sponsor or an affiliate of our sponsor, in the aggregate, of 5,000,000 forward purchase securities, for an aggregate purchase price of $50,000,000, with each forward purchase security consisting of one Class A ordinary share and one-third of one redeemable warrant, in each case, for $10.00 per forward purchase security, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities sold pursuant to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units being sold in this offering, respectively, except that our sponsor or an affiliate of our sponsor, as applicable, will have certain registration rights, as described herein. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. Founder shares On February 26, 2021, our sponsor paid $25,000, or approximately $0.007 per share, to cover for certain expenses in consideration for 3,593,750 founder shares. Prior to the initial investment in us of $25,000 by the sponsor, we had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to us by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our initial shareholders (and their permitted transferees), on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 468,750 founder shares held by our sponsor are subject to forfeiture, depending on the extent to which the underwriter s over-allotment option is exercised. TABLE OF CONTENTS The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to the completion of our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold, (ii) to waive their redemption rights with respect to any founder shares and any public shares purchased during or after this offering in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our founding team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 4,687,501, or 37.5%, of the 12,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised); the founder shares will automatically convert into our TABLE OF CONTENTS Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our initial shareholders have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement warrants, and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and founding team with respect to any founder shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as- converted basis, 20% of the sum of the total number of ordinary shares issued and outstanding upon the consummation of this offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by us in connection with or in relation to the consummation of the initial business combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination, any forward purchase securities, and any private placement warrants issued upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter TABLE OF CONTENTS of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of our board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution passed by a majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of the NYSE then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Our amended and restated memorandum and articles of association provide that our board of directors will be divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 4,966,667 private placement warrants (or 5,341,667 private placement warrants if the underwriters overallotment option is exercised in full) for a purchase price of $7,450,000 (or $8,012,500 if the underwriter s over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non- redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants and Forward Purchase Warrants Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis (see Description of Securities Warrants Private Placement Warrants ). Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement TABLE OF CONTENTS warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the historical fair market value over the exercise price of the warrants by (x) the historical fair market value. The historical fair market value will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis is because it is not known at this time whether the holder thereof will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account $126,250,000 (or $145,187,500 if the over-allotment option is exercised in full) of the net proceeds of this offering and the proceeds we will receive from the sale of the private warrants, or $10.10 per unit sold to the public in this offering, will be deposited in a segregated trust account located in the United States with Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus and approximately $2,700,000 will be used to pay expenses in connection with the closing of this offering and approximately $1,000,000 will be used for working capital following this offering. These proceeds include $4,375,000 ($5,031,250 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions which will be paid to the underwriters upon the closing of the business combination. Of the proceeds we receive from the sale of the private placement warrants described in this prospectus, our sponsor has agreed to deposit $1,250,000 (or $1,437,500 if the underwriters over-allotment option is exercised in full) ($0.10 per share in either case) into a trust account in connection with this offering. The remainder of the net proceeds of this offering will not be held in the trust account. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private TABLE OF CONTENTS placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest income (if any) to pay our income taxes, if any. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $250,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $2,700,000 in expenses relating to this offering; and the deposit by our sponsor of $1,250,000 (or $1,437,500 if the underwriters over-allotment option is exercised in full) TABLE OF CONTENTS ($0.10 per share in either case) into the trust account in connection with this offering; and any loans or additional investments from our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination NYSE rules and our amended and restated memorandum and articles of association require that our initial business combination must occur with one or more partner businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the partner or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the partner, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one partner business, the 80% of net assets test will be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in TABLE OF CONTENTS connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to the completion of our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If our sponsor, directors, executive officers, advisors or their affiliates engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a partner that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public TABLE OF CONTENTS warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per- share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.10 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption right may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. Limitations on redemptions Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the partner or its owners, (ii) cash to be transferred to the partner for working capital TABLE OF CONTENTS or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and our founding team have agreed TABLE OF CONTENTS to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 4,687,501, or 37.5%, of the 12,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with TABLE OF CONTENTS any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our founders to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our founding team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a partner that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the partner or owners of the partner of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-business combination businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. TABLE OF CONTENTS Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association provides that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then- outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering. Our initial shareholders have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement warrants they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection TABLE OF CONTENTS with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then- outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering- related and organizational expenses; reimbursement for office space, secretarial and administrative services provided to us by our sponsor, in the amount of $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor TABLE OF CONTENTS or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination company at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to the completion of our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest All of our officers and certain of our directors have fiduciary and contractual duties to G Squared and GSQD and to certain companies in which G Squared has invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Cayman Islands law, none of the members of our management team who are also officers or directors of GSQD or are employed by G Squared or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies or special purpose acquisition companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, including GSQD, current or future entities affiliated with or managed by G Squared, our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary TABLE OF CONTENTS duties under Cayman Islands law and any other applicable fiduciary duties. Our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of us and it is an opportunity that we are able to complete on a reasonable basis. For more information, see the section entitled Management Conflicts of Interest. G Squared may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These G Squared investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. In addition, each of our officers and directors presently have and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, G Squared and GSQD, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of G Squared and certain companies in which G Squared or such entities have invested. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity, which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, GSQD, G Squared, any G Squared funds or other investment vehicles), then, subject to their fiduciary duties under applicable law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to G Squared, GSQD or our founders may be suitable for us and GSQD, a current or future G Squared fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to GSQD, such fund, portfolio company or other entity before being directed, if at all, to us. None of G Squared, GSQD, our founders or any members of our board of directors who serve as an officer or director of GSQD or are also employed by G Squared or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of G Squared. In addition, our founders, officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our founders, officers and certain of our directors have, and will have in the future, TABLE OF CONTENTS time and attention requirements for GSQD, current and future special purposes acquisition companies and investment funds, accounts, co-investment vehicles and other entities managed by G Squared. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, GSQD, other special purpose acquisition companies or investments funds, accounts, co-investment vehicles and other entities managed by G Squared (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to GSQD, other special purpose acquisition companies or such investment funds, accounts, co-investment vehicles and other entities), GSQD, such other special purpose acquisition companies and G Squared and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. Notwithstanding the foregoing, we may pursue an Affiliated Joint Acquisition opportunity with one or more affiliates of G Squared and/or investors in G Squared. Such entities may co-invest with us in the target business at the time of our initial business combination, including pursuant to their rights contained in the forward purchase agreement, or we could raise additional proceeds to complete the acquisition by issuing to such entities a class of equity or equity-linked securities. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001849313_falcon_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001849313_falcon_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3dd7f9cc14c95f17dd08e79b385595e391926f96
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001849313_falcon_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to Falcon Capital Acquisition Corp. II, a Delaware corporation; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; founder shares are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein; initial stockholder are to our sponsor, the holder of our founder shares prior to this offering; management or our management team are to our executive officers and directors; directors are to our current directors and director nominees; common stock are to our Class A common stock and our Class B common stock; public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholder and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; and sponsor are to Falcon Equity Investors II LLC, a Delaware limited liability company. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED MARCH 17, 2021 Falcon Capital Acquisition Corp. II $400,000,000 40,000,000 Units Falcon Capital Acquisition Corp. II is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The underwriters have a 45-day option from the date of this prospectus to purchase up to 6,000,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Falcon Equity Investors II LLC, has committed to purchase an aggregate of 6,833,334 private placement warrants (or 7,633,334 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per warrant, or $10,250,000 in the aggregate (or $11,450,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our initial stockholder currently owns an aggregate of 11,500,000 shares of Class B common stock (up to 1,500,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Currently, there is no public market for our units, Class A common stock or warrants. We intend to apply to have our units listed on The Nasdaq Capital Market, or Nasdaq, under the symbol [ ]U on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the shares of Class A common stock and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Goldman Sachs & Co. LLC informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols [ ] and [ ]W, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 35 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 400,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 22,000,000 Proceeds, before expenses, to us $ 9.45 $ 378,000,000 (1) $0.20 per unit, or $8,000,000 in the aggregate (or $9,200,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $14,000,000 in the aggregate (or up to $16,100,000 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $400 million, or $460 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $8,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $9,200,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2.25 million to pay expenses in connection with the closing of this offering and for working capital following this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Goldman Sachs & Co. LLC , 2021 Table of Contents While we may pursue an initial business combination opportunity in any industry or sector, we intend to focus on businesses in the media/entertainment/sports industry including digital streaming/OTT, mobile gaming/interactive entertainment, digital media including ad/marketing technology, health & wellness/lifestyle, live events/experiential consumer-facing technology, and related industries which can capitalize on our management team s expertise. Our management team, led by Alan G. Mnuchin, the founder and chief executive officer of Ariliam Group, has established global relationships and has extensive experience in identifying and executing proprietary strategic investments in these sectors. We intend to leverage the skill sets of Ariliam Group, our directors and the investor group in our sponsor and their combined network of relationships within these industries to identify the most attractive high-growth businesses within our areas of focus. Our management team, directors and investor group in our sponsor represent a unique combination of investing, financial, operational and transactional experience that we feel potential acquisition candidates will find highly desirable and complementary to their growth plans. Our Management Team Our management team is led by Alan G. Mnuchin, our Chief Executive Officer and Chairman, and Saif Rahman, our Chief Financial Officer. In June 2020, Messrs. Mnuchin and Rahman, and Eagle Equity Partners, a founding investor, founded Falcon Capital Acquisition Corp., a blank check company formed for substantially similar purposes as our company, in which Mr. Mnuchin serves as chief executive officer and chairman and Mr. Rahman serves as chief financial officer. Falcon Capital Acquisition Corp. completed its initial public offering in September 2020, in which it sold 34,500,000 units, each consisting of one share of Class A common stock and one-third of one warrant to purchase one share of Class A common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $345,000,000. In February 2021, Falcon Capital Acquisition Corp. announced its initial business combination with Sharecare, Inc., a digital health company that helps people consolidate and manage various components of their health in one place, regardless of where they are on their health journey. The business combination is expected to close in May, 2021. Alan G. Mnuchin founded and has been the chief executive officer of Ariliam Group, a principal investment and strategic consulting firm, since 2019. He has been the chief executive officer and chairman of Falcon Capital Acquisition Corp. (Nasdaq: FCAC) since June 2020. Mr. Mnuchin has invested in various media and technology companies prior to and since founding Ariliam Group. Mr. Mnuchin served as a member of the board of directors of Flying Eagle Acquisition Corp. from May 2020 until the consummation of its business combination with Skillz Inc. in December 2020. Mr. Mnuchin served as a member of the board of directors of Target Hospitality Corp. (Nasdaq: TH) from January 2019 to March 2019. In 2003, Mr. Mnuchin formed the boutique investment bank AGM Partners LLC, through which he has acted as a strategic M&A advisor to leading corporate, entrepreneurial and private equity clients on transactions totalling over $80 billion. Prior to founding AGM Partners, Mr. Mnuchin was the global head of the media group of Lehman Brothers from 2000 to 2003. Previously, Mr. Mnuchin was head of the media and entertainment group at Bear Stearns from 1996 to 2000. Prior to joining Bear Stearns, Mr. Mnuchin was a senior member of the communications, media and entertainment group at The Goldman Sachs Group, Inc. (NYSE: GS), where he started his career in 1984, with primary responsibility for the group s media industry efforts. Saif Rahman has been the managing director and chief operating officer of Ariliam Group since 2019. In this role, Mr. Rahman sources, evaluates and manages Ariliam Group s investments in media Table of Contents and technology companies. He has been the chief financial officer of Falcon Capital Acquisition Corp. (Nasdaq: FCAC) since June 2020. Prior to Ariliam Group, Mr. Rahman was a senior member of AGM Partners LLC, where he joined in late 2003, with a focus on the company s entrepreneurial and private equity client advisory practice. In 2016, Mr. Rahman independently pursued an event-driven public investment strategy focused on the media and technology sectors through Five Square Capital Management. Prior to AGM Partners LLC, Mr. Rahman was vice president of Hudson Apparel Group, a textile & apparel design and manufacturing firm focused on womenswear, where he led the firm s strategic shift from an importer of specialty textiles to a vertically integrated designer and manufacturer of women s apparel. Mr. Rahman began his career as an analyst in Salomon Smith Barney s mergers and acquisitions group. Past performance of our management team does not guarantee either (i) success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team as indicative of our future performance. For additional information regarding our management team s experience, please see the section entitled Management. Business Combination Criteria We believe the following general criteria and guidelines are important in evaluating prospective target businesses, but we may decide to enter into a business combination with a target business that does not meet these criteria and guidelines. Business with Significant Revenue and Earnings Growth Potential. We will seek to acquire one or more businesses that we believe will have multiple organic and M&A-driven growth opportunities over time. We will search for attractive, growth-oriented businesses that exhibit sound, underlying fundamentals as well as demonstrated revenue growth and a clear path to profitability. This includes such potential targets that are currently, or have the potential to be, a category leader with long-term growth potential. Targets That Can Benefit from our Management Team s Relationships and Experience. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on our management team s domain expertise acquired through decades of strategic deal-making in the media/entertainment/sports industry including digital streaming/OTT, mobile gaming/interactive entertainment, digital media including ad/marketing technology, health & wellness/lifestyle, live events/experiential, consumer-facing technology, and related industries. We believe our management s deep network of CEO-level and other C-suite/board relationships in addition to pre-eminent private and public market investors will give us a number of competitive advantages and will present us with a substantial number of potential business combination targets, particularly in the aforementioned industries. Companies with Potential to Benefit from Digital Disruption. We will seek to acquire one or more businesses which currently, or have the potential to, benefit from digital disruption, or a disruption of the traditional business model. High-Growth Markets. We will seek out opportunities in higher-growth sectors with large total addressable market sizes and secular tailwinds in the U.S. as well as in selected developed and emerging international markets. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem Table of Contents relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of The Financial Industry Regulatory Authority, Inc., or FINRA, or from an independent accounting firm, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that we will not do so. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all the target businesses. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as Table of Contents amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Sourcing of Potential Initial Business Combination Targets We believe our management team s significant transaction experience and deep network of relationships will provide us with a substantial number of potential initial business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. In addition, members of our management team have developed contacts from providing strategic advisory services to the senior management teams and boards of directors of prominent media and digital media/consumer technology companies. This network has provided our management team with a flow of referrals that has resulted in numerous transactions where members of our management team have provided strategic advisory services, and which were proprietary or where a limited group of investors were invited to participate in the sale process. Notable examples include: Acquisition of Warner Music Group by THL, Bain Capital, Providence Equity Partners and Lexa Partners (Edgar Bronfman, Jr.) in 2004; Acquisition of Rave Cinemas by TowerBrook Capital Partners in 2010; Acquisition of NEP Broadcasting by Crestview Partners in 2012; Formation of the Warner Brothers Film Slate partnership with RatPac Dune Entertainment in 2013; Formation of Endemol Shine Group through the merger of CKx (acquired by Apollo in 2011) Endemol Group (acquired by Apollo in 2013) and Shine Group (a subsidiary of 21st Century Fox) in 2014; and Acquisition of SESAC by Blackstone in 2017. We believe that the network of contacts and relationships of our management team will provide us important sources of investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention from various unaffiliated sources, including investment banks and other market participants, private equity funds, founders/entrepreneurs and large business enterprises seeking to divest non-core assets or divisions. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Table of Contents Members of our management team will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, certain of our officers and directors currently sponsor and/or serve as officers or directors of, and our sponsor, officers and directors may in the future sponsor and/or serve as officers or directors of, other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they are or may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. Corporate Information Our executive offices are located at 660 Madison Avenue, 12th Floor, New York, NY 10065, and our telephone number is (212) 812-7702. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for Table of Contents complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 35 of this prospectus. Securities offered 40,000,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-fourth of one redeemable warrant. Proposed Nasdaq symbols Units: [ ]U Class A common stock: [ ] Warrants: [ ]W Trading commencement and separation of shares of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Goldman Sachs & Co. LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Table of Contents shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 40,000,000(1) Common stock: Number outstanding before this offering 11,500,000(2)(3) Number outstanding after this offering 50,000,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 6,833,334(1) Number of warrants to be outstanding after this offering and the private placement 16,833,334(1) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued Table of Contents upon separation of the units and only whole warrants will trade. We structured each unit to contain one-fourth of one warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 1,500,000 founder shares by our initial stockholder for no consideration. (2) Includes up to 1,500,000 founder shares that will be forfeited by our initial stockholder depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 40,000,000 public shares and 10,000,000 founder shares. Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination (excluding any issuance of forward purchase securities) at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholder or their affiliates, without taking into account any founder shares held by our initial stockholder or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted Table of Contents average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of warrants for cash will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable 30 days after the completion of our initial business combination, provided that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are registering the shares of Class A common stock issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial Table of Contents business combination, we will use our best efforts to file a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash Once the warrants become exercisable, we may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): in whole and not in part; Table of Contents at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants for cash unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. None of the private placement warrants will be redeemable by us for cash so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees. Cashless exercise If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the Table of Contents quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value will mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see Description of Securities Warrants Public Stockholders Warrants for additional information. Founder shares On March 3, 2021, our sponsor purchased an aggregate of 11,500,000 founder shares in exchange for a capital contribution of $25,000, or approximately $0.002 per share. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 46,000,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 1,500,000 of the founder shares will be forfeited depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial stockholder, on an as-converted basis, at 20.0% of our issued and outstanding common stock upon the consummation of this offering. Table of Contents The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; our initial stockholder, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering or during any extended time that we have to consummate a business combination beyond 24 months as a result of a stockholder vote to amend our amended and restated certificate of incorporation (an Extension Period ) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our initial stockholder has agreed to vote its founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholder s founder shares, we would need 15,000,001, or 37.5%, of the 40,000,000 public shares sold in this Table of Contents Our sponsor has committed, pursuant to a written agreement, to purchase from us an aggregate of 6,833,334 private placement warrants (or 7,633,334 warrants if the underwriters over-allotment option is exercised in full) at $1.50 per warrant (for an aggregate purchase price of $10,250,000 (or $11,450,000 warrants if the underwriters over-allotment option is exercised in full)). This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. Item 16. Exhibits and Financial Statement Schedules. (a) Exhibits. The following exhibits are being filed herewith: EXHIBIT INDEX Exhibit No. Description 1.1 Form of Underwriting Agreement.* 3.1 Certificate of Incorporation.* 3.2 Form of Amended and Restated Certificate of Incorporation.* 3.3 By Laws* 4.1 Specimen Unit Certificate.* 4.2 Specimen Class A Common Stock Certificate.* 4.3 Specimen Warrant Certificate.* 4.4 Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* 5.1 Opinion of White & Case LLP.* 10.1 Form of Letter Agreement among the Registrant, Falcon Equity Investors II LLC and each of the executive officers and directors of the Registrant.* 10.2 Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.* 10.3 Form of Registration Rights Agreement among the Registrant, Falcon Equity Investors II LLC and the Holders signatory thereto.* 10.4 Form of Private Placement Warrants Purchase Agreement among the Registrant and Falcon Equity Investors II LLC.* 10.5 Form of Indemnity Agreement.* 10.6 Promissory Note issued to Falcon Equity Investors II LLC.* 10.7 Securities Subscription Agreement between Falcon Equity Investors II LLC and Falcon Capital Acquisition Corp. II* 10.8 Form of Administrative Services Agreement by and among the Registrant, Falcon Equity Investors II LLC and Ariliam Group LLC.* Table of Contents offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Transfer restrictions on founder shares Our initial stockholder has agreed not to transfer, assign or sell any of its founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholder with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) if we consummate a transaction after our initial business combination which results in our stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. Table of Contents Founder shares conversion and anti-dilution rights The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Voting Rights Holders of record of our Class A common stock and holders of record of our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 6,833,334 private placement warrants (or 7,633,334 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of Table of Contents $1.50 per warrant, or $10,250,000 in the aggregate (or $11,450,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $400 million (or $460 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by their initial purchasers or their permitted transferees (except as described below under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). If the private placement warrants are held by holders other than their initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $400 million, or $460 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company Table of Contents acting as trustee, after deducting $8,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $9,200,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2.25 million to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $14,000,000 (or up to $16,100,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain Table of Contents conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $400,000 per year, assuming an interest rate of 0.1% per year; however we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $750,000 in working capital after the payment of approximately $1,500,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination Nasdaq rules and our amended and restated certificate of incorporation require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly renders valuation opinions. While we consider it unlikely that our board of directors will not be able to make an independent Table of Contents determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. There is no limitation on our ability to raise funds privately, or through loans in connection with our initial business combination. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% fair market value test described above, provided that in the event that the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholder, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately Table of Contents negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted purchases of our securities for a description of how our initial stockholder, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our Table of Contents securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholder, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares they hold and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or Table of Contents conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq s shareholder approval rules. The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholder Table of Contents will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholder s founder shares, we would need only 15,000,001, or 37.5%, of the 40,000,000 public shares sold in this offering to be voted in favor of an initial business combination (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial stockholder, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to Table of Contents complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional Table of Contents administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. Limitation on redemption rights of stockholders holding 20% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their Table of Contents ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 20% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 20% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 20% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal Table of Contents or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation will provide that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Our initial stockholder has entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period. However, if our initial stockholder or management team acquire public shares in or after this offering, they will be entitled to Table of Contents liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A under the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our Table of Contents sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account. Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment of $20,000 per month to an affiliate of our sponsor for office space, secretarial and administrative services provided to members of our management team, plus an additional $20,000 per month which will accrue until the completion of our initial business combination and will only be payable to such affiliate to the extent of available working capital held outside the trust account at the time of our initial business combination; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors as and when required by the rules of Nasdaq and Rule 10A under the Exchange Act, to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any Table of Contents noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. However, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. The different timelines of competing business combinations could cause our directors and officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable Table of Contents target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders best interest, which could negatively impact the timing for a business combination. In addition, certain of our officers and directors currently sponsor and/or serve as officers or directors of, and our sponsor, officers and directors may in the future sponsor and/or serve as officers or directors of, other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they are or may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. Risks An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled Risk Factors, alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Our stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our stockholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek stockholder approval of our initial business combination, our initial stockholder and management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. Table of Contents The requirement that we complete our initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak and the status of debt and equity markets. If we seek stockholder approval of our initial business combination, our initial stockholder, directors, executive officers, advisors and their affiliates may elect to purchase shares or public warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public float of our Class A common stock. If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001849349_brigantine_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001849349_brigantine_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a06ba71c08849a920e6cf6df8e7481028bc33b20
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001849349_brigantine_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to our certificate of incorporation to be in effect upon the completion of this offering; common stock are to our Class A common stock and our Class B common stock; completion window is the period following the completion of this offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions and as further described herein. The completion window ends 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering; directors are to our directors and director nominees; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of such securities; forward purchasers are to several institutional accredited investors, some of which may be members of our sponsor, with which we will enter into the forward purchase agreements; forward purchase agreements are to several forward purchase agreements providing for the sale of forward purchase shares by us to the forward purchasers in a private placement that will close concurrently with the closing of our initial business combination; forward purchase shares are to shares of our Class A common stock to be sold as part of the forward purchase agreements; founder shares are to shares of our Class B common stock and the shares of our Class A common stock issued upon the automatic conversion thereof at the time of our initial business combination as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares immediately prior to this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our officers and directors; permitted withdrawals means amounts withdrawn to fund our working capital requirements, subject to an annual limit of $500,000, and/or to pay our taxes; Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MARCH 15, 2021 PRELIMINARY PROSPECTUS $600,000,000 Brigantine Acquisition Corp. 60,000,000 Units Brigantine Acquisition Corp. is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Although we reserve the right to pursue an acquisition opportunity in any business or industry, we intend to focus our search for a target business in the technology industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-fifth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering (the warrant exercise date ), and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation (the warrant expiration date ), as described in this prospectus. We have also granted the underwriters a 45-day option to purchase up to an additional 9,000,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the consummation of our initial business combination, including interest (net of amounts withdrawn to fund our working capital requirements, subject to an annual limit of $500,000, and/or to pay our taxes ( permitted withdrawals )), divided by the number of then outstanding public shares, subject to the limitations described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering), we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Brigantine Holdco, LLC, has subscribed to purchase an aggregate of 10,400,000 warrants (or 11,600,000 warrants if the underwriters option to purchase additional units is exercised in full) at a price of $1.50 per warrant ($15,600,000 in the aggregate, or $17,400,000 in the aggregate if the underwriters option to purchase additional units is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each private placement warrant entitles the holder thereof to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as described in this prospectus. We have a differentiated promote structure relative to other blank check companies. Our initial stockholders are restricted from transferring 100% of their founder shares, which restriction may only be released upon the share price trading up to $12.00 following the consummation of our initial business combination (as further described elsewhere in this prospectus). We believe this will better align the interests of our management team and sponsor with those of our public stockholders. In connection with the consummation of this offering, we will enter into forward purchase agreements with several institutional accredited investors, which we refer to herein as forward purchasers, that will provide for the aggregate purchase of at least $100,000,000 of shares of our Class A common stock at $10.00 per share, in a private placement that will close concurrently with the closing of our initial business combination. The forward purchasers commitments under the forward purchase agreements are subject to certain conditions, as described herein. The obligations under the forward purchase agreements will not depend on whether any shares of Class A common stock are redeemed by our public stockholders. The forward purchasers will not receive any Class B common stock or warrants as part of the forward purchase agreements; these shares will be identical to the shares of Class A common stock included in the units being sold in this offering, except that the forward purchase shares will be subject to certain transfer restrictions and have certain registration rights, as described herein. Prior to this offering, there has been no public market for our units, Class A common stock or warrants. We intend to apply to list our units on the Nasdaq Capital Market ( Nasdaq ), under the symbol BRIGU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus, subject to certain conditions. Once the securities constituting the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols BRIG and BRIGW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. Please see Risk Factors on page 35. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Price to Public $ 10.00 $ 600,000,000 Underwriting Discounts and Commissions(1) $ 0.55 $ 33,000,000 Proceeds, before expenses, to us $ 9.45 $ 567,000,000 (1) Includes $0.35 per unit, or $21,000,000 (or $24,150,000 if the underwriters option to purchase additional units is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of shares of Class A common stock sold as part of the units in this offering, as described in this prospectus. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also Underwriting for a description of compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $600.0 million, or $690.0 million if the underwriters option to purchase additional units is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.-based trust account with acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Morgan Stanley Deutsche Bank Securities Evercore ISI Table of Contents private placement are to a subscription of 10,400,000 warrants (or 11,600,000 warrants in the aggregate if the underwriters option to purchase additional units is exercised in full) at a price of $1.50 per warrant ($15,600,000 in the aggregate, or $17,400,000 in the aggregate if the underwriters option to purchase additional units is exercised in full) by our sponsor in a private placement that will close simultaneously with the closing of this offering; private placement warrants are to the warrants issued to our sponsor in the Private Placement; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a public stockholder shall only exist with respect to such public shares; sponsor are to Brigantine Holdco, LLC, a Delaware limited liability company and an affiliate of certain of our officers and directors; True Wind Capital are to True Wind Capital Management, L.P., an affiliate of certain of our officers and directors; underwriters option to purchase additional units are to the underwriters 45-day option to purchase up to an additional 9,000,000 units to cover over-allotments, if any; warrants are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and the private placement warrants; warrant exercise date are to the date on which the warrants will become exercisable, which is the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering; warrant expiration date are to the date on which the warrants expire, which is five years after the completion of our initial business combination or earlier upon redemption or liquidation; and we, us, company or our company are to Brigantine Acquisition Corp., a Delaware corporation. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their option to purchase additional units and the forfeiture by our sponsor of 2,250,000 founder shares. General We are a newly incorporated blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. However, members of our management team have been actively in discussions with potential business combination partners in their capacity as officers of TWC Tech Holdings II Corp., an existing blank check company sponsored by an affiliate of our sponsor, and we may pursue business combination partners that had previously been in discussions with TWC Tech Holdings II Corp. We may also pursue business combination partners that could be in discussions with each of Galliot Acquisition Corp., Bilander Acquisition Corp. and Mistico Acquisition Corp., each a blank check company sponsored by an affiliate of our sponsor, which are in the process of engaging in an initial public offering. As discussed below, True Wind Capital, a technology-focused private investment firm, is our advisory platform. Our Chief Executive Officer and Chairman, Mr. James H. Greene, Jr., is a founding partner of True Table of Contents We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. TABLE OF CONTENTS Page SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001849470_1sharpe_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001849470_1sharpe_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7fca58df121b01f4c588990ceceefef16a9028f9
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001849470_1sharpe_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1 1 tm2192661d1_s1.htm FORM S-1 As filed with the Securities and Exchange Commission on March 12, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 1SHARPE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-2251629 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 370 Highland Ave. Piedmont, CA 94611 (415) 515-7154 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Gregor Watson Chief Executive Officer 370 Highland Ave. Piedmont, CA 94611 (415) 515-7154 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Ari Edelman, Esq. Tadashi Okamoto, Esq. Reed Smith LLP 599 Lexington Avenue New York, NY 10022 Tel: (212) 521-5400 Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Joshua N. Englard, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 (212) 370-1300 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of the registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging Growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price per Unit(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one Warrant(2)(4) 25,875,000 $ 10.00 $ 258,750,000 $ 28,230 Shares of Class A common stock included as part of the Units(2)(4) 25,875,000 - - - (3) Warrants included as part of the Units(4) 8,625,000 - - - (3) Total $ 258,750,000 $ 28,230 (1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). See "Underwriting." (2)Includes 3,375,000 units, and 3,375,000 shares of Class A common stock and 1,125,000 warrants underlying such units, which may be issued on exercise of a 45-day option granted to the underwriters to cover overallotments, if any. (3)No fee pursuant to Rule 457(g). (4)Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS (Subject to Completion) Dated March 12, 2021 $225,000,000 1Sharpe Acquisition Corp. 22,500,000 Units 1Sharpe Acquisition Corp. is a newly organized blank check company incorporated as a Delaware corporation formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination or our business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. We are offering 22,500,000 units. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-third of one warrant. Each whole warrant entitles the holder to purchase one whole share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the consummation of our initial business combination or 12 months from the completion of this offering, and will expire five years after the consummation of our initial business combination or earlier upon redemption or our liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriters a 45-day option to purchase up to an additional 3,375,000 units to cover overallotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below, including interest earned on the trust account (net of taxes payable), divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and conditions described in "Proposed Business - Effecting Our Initial Business Combination." If we are unable to consummate a business combination within 24 months from the completion of this offering, we will redeem all of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to applicable law and as further described herein. 1Sharpe SPAC Sponsor LLC, our sponsor, has agreed to purchase 700,000 placement units at a price of $10.00 per unit, for a purchase price of $7,000,000. Each placement unit will be identical to the units sold in this offering, except as described in this prospectus. The placement units will be sold in a private placement that will close simultaneously with the closing of this offering. See "The Offering - Placement units and underlying securities." Our sponsor owns 6,643,750 shares of our Class B common stock (up to 843,750 shares of which are subject to forfeiture depending on the extent to which the underwriters overallotment option is exercised). We refer to these shares of Class B common stock as the founder shares throughout this prospectus. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the consummation of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. Holders of our Class B common stock will have the right to elect all of our directors prior to the consummation of our initial business combination. In addition, prior to our initial business combination, holders of our Class B common stock will have the right to appoint all of our directors and may remove members of our board of directors for any reason. On any other matter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. Currently, there is no public market for our units, Class A common stock or warrants. We intend to apply to list our units on the Nasdaq Capital Market, or Nasdaq, under the symbol "UNOOU." We cannot guarantee that our securities will be approved for listing on Nasdaq. Subject to the fulfilment of certain conditions described in "Description of Securities – Units," the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Barclays Capital Inc. and Cantor Fitzgerald & Co., acting as representatives of the underwriters, inform us of their decision to allow earlier separate trading. Once the securities comprising the units begin separate trading, we anticipate the Class A common stock and warrants will be listed on Nasdaq under the symbols "UNOO" and "UNOOW," respectively. We are an "emerging growth company" under the federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See "Risk Factors" beginning on page 32 of this prospectus. Investors will not be entitled to protections normally afforded to investors in offerings conducted pursuant to Rule 419 under the Securities Act of 1933, as amended. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $225,000,000 Underwriting discount(1) $0.55 $12,375,000 Proceeds to us (before expenses) $9.45 $212,625,000(2) (1)The representatives have agreed to defer until consummation of our initial business combination $7,875,000 of its underwriting commissions (or $9,056,250 if the underwriters overallotment option is exercised in full), which equals 3.5% of the gross proceeds from the units sold to the public. This amount will be placed in the trust account in the United States and will be released to the representatives only on completion of an initial business combination, as described in this prospectus. See the section titled "Underwriting" for a description of the compensation payable to the representatives. (2)Of the gross proceeds we receive from this offering and a simultaneous private placement of units described in "Use of Proceeds," $225,000,000 ($10.00 per share), or $258,750,000 ($10.00 per share) if the underwriters exercise their overallotment option in full, will be deposited into a trust account in the United States maintained by Continental Stock Transfer & Trust Company, acting as trustee. For a description of the trust account and the use of the funds in such account and interest generated thereby, see "Use of Proceeds" and "Proposed Business." The underwriters are offering the units on a firm commitment basis. The underwriters expect to deliver the units against payment on or about , 2021. Joint Book-Running Managers Barclays Cantor The date of this prospectus is , 2021 TABLE OF CONTENTS Page Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001849475_newcourt_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001849475_newcourt_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ed9304920148c22d093f25e17cfe1ee1c9ced0ea
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001849475_newcourt_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: we, us, company or our company are to Newcourt Acquisition Corp, a Cayman Islands exempted company; Cantor or the representative are to Cantor Fitzgerald & Co., the representative of the underwriters in this offering; CCM are to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, whom we have engaged to provide consulting and advisory services in connection with this offering; amended and restated memorandum and articles of association are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering; Companies Law are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and, unless the context otherwise requires, our Class A ordinary shares issued upon the conversion thereof as provided herein; initial holders are to the holders of our founder shares prior to this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; placement shares are to the 1,000,000 Class A ordinary shares included within the placement units being purchased by our sponsor in the private placement; placement units are to the 1,000,000 units being purchased by our sponsor, Cantor and CCM in the private placement, each placement unit consisting of one placement share and one-half of one placement warrant; placement warrants are to redeemable warrants to purchase an aggregate of 500,000 of our Class A ordinary shares included within the placement units being purchased by our sponsor in the private placement; private placement refers to the private placement of 1,000,000 units being purchased by our sponsor, which will occur simultaneously with the completion of this offering, at a purchase price of $10.00 per unit for a total purchase price of $10.0 million; public shares are to our Class A ordinary shares offered as part of the units in this offering (whether they are subscribed for in this offering or thereafter in the open market); public shareholders are to the holders of our public shares; public warrants are to the redeemable warrants sold as part of the units in this offering (whether they are subscribed for in this offering or in the open market); sponsor is Newcourt SPAC Sponsor LLC, a Delaware limited liability company. The manager of Newcourt SPAC Sponsor LLC is Ryan Gilbert; and warrants are to our redeemable warrants, which include the public warrants as well as the placement warrants to the extent they are no longer held by the initial purchasers of the placement units or their permitted transferees. TABLE OF CONTENTS Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant (2) 23,000,000 $ 10.00 $ 230,000,000 $ 25,093 Class A ordinary shares included as part of the units(3) 23,000,000 Redeemable warrants included as part of the units(4) 11,500,000 Total $ 230,000,000 $ 25,093(5) (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 3,000,000 units, consisting of 3,000,000 Class A ordinary shares and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS All references in this prospectus to shares of the company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Registered trademarks referred to in this prospectus are the property of their respective owners. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Our Company Newcourt Acquisition Corp ( NCAC ) is a newly formed blank check company incorporated on February 25, 2021 as a Cayman Islands company for the purpose of effecting a merger, capital exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not identified any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to concentrate our efforts on identifying digital financial services and financial technology ( fintech ) businesses with exposure to emerging markets, though we may pursue a business combination outside of those industries. If we elect to pursue an investment outside of those industries, our management s expertise may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding that industry might not be relevant to an understanding of the business that we decide to acquire. Our team has global industry knowledge gained from 68 combined years of operating and investing in emerging markets. We believe that our management team, board of directors and strategic advisors deep network of contacts and extensive deal execution experience are central to our differentiated acquisition strategy. Our Management Team, Directors and Advisors We will seek to capitalize on the significant investment, technology, financial services, financial technology and banking experience and contacts of our management team, board of directors and advisors to identify, evaluate and acquire a digital financial services or fintech business with exposure to emerging markets that benefits from the material shifts described below. Our management team consists of Dr. Michael Jordaan, Chairman of our board of directors, Marc Balkin, Chief Executive Officer, and Daniel Rogers, Chief Financial Officer, and our board of directors also includes Simran Aggarwal, Rohit Bodas and Nicole Farb. Additionally, we have an advisory board that includes Ryan Gilbert. Members of our board of directors and advisory board have served as executive officers, directors and/or advisors to FTAC Olympus Acquisition Corp. ( FTOC ), a blank check company which raised $750 million in its initial public offering on August 7, 2020, and announced its initial business combination with Payoneer on February 3, 2021. FTOC trades on the Nasdaq Global Market under the symbol FTOC. Members of our management team and board of directors have deep experience working on a business combination similar to the one proposed here, which we believe potential target businesses will view as a positive factor when considering whether or not to enter into a business combination with us. However, past performance is not a guarantee of success with respect to any business combination we may consummate. Our management team, board of directors and advisory board have deep experience in the technology and financial services industries, generally, and in emerging markets and financial technology industry, in particular, as well as extensive experience in operating these companies in a public company environment. Management Team Dr. Michael Jordaan is a founder and the Chief Executive Officer of Montegray Capital, a venture capital firm invested in 25 businesses around the world that aim to operate disruptive business solutions TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated October 5, 2021 PRELIMINARY PROSPECTUS $200,000,000 Newcourt Acquisition Corp 20,000,000 Units Newcourt Acquisition Corp is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. Only whole warrants are exercisable and will trade. We have also granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we are unable to complete our initial business combination within 15 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Newcourt SPAC Sponsor LLC, Cantor Fitzgerald & Co., the representative of the underwriters, and Cohen & Company Capital Markets have committed to purchase an aggregate of 1,000,000 placement units (or 1,060,000 placement units if the underwriters over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $10,000,000 (or $10,600,000 if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each placement unit will be identical to the units sold in this offering, except as described in this prospectus. We refer to these units as the placement units throughout this prospectus. Prior to this offering, our initial holders held 6,015,000 founder shares (up to 765,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, on a one-for-one basis, subject to adjustment as provided herein and in our amended and restated memorandum and articles of association. Holders of the Class B ordinary shares will have the right to elect all of our directors prior to our initial business combination. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Prior to this offering, there has been no public market for our units, Class A ordinary shares or warrants. We have applied to list our units on the Nasdaq Global Market, or Nasdaq, under the symbol "NCACU" on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the Nasdaq. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Cantor, acting as representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols "NCAC" and "NCACW," respectively. We are an "emerging growth company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See "Risk Factors" on page 35. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, before expenses, to us Per Unit $ 10.00 $ 0.70 $ 9.30 Total $ 200,000,000 $ 14,000,000 $ 186,000,000 (1) The underwriters have agreed to defer until consummation of our initial business combination $10.0 million of its underwriting commissions (or $12.1 million if the underwriters over-allotment option is exercised in full). Such aggregate amount equals 5.0% (or $0.50 per unit) of the gross proceeds from the sale of units to the public, excluding any units purchased from us pursuant to an exercise of the underwriters over-allotment option, and 7.0% (or $0.70 per unit) of the gross proceeds from units purchased from us pursuant to an exercise of the underwriters over-allotment option. See the section titled "Underwriting" for a description of the compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the placement units described in this prospectus, $204,000,000, or $234,600,000 if the underwriters over-allotment option is exercised in full ($10.20 per unit), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee. The deferred underwriting commissions will be released to Cantor Fitzgerald & Co. for its own account only upon the completion of an initial business combination. The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2021. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. Sole Book-Running Manager Cantor Prospectus dated , 2021 TABLE OF CONTENTS enabled by technology. He has extensive experience navigating the regulatory environment of global emerging markets. Dr. Jordaan currently serves as the Chairman of Bank Zero, a digital bank in South Africa that he founded in 2018. He also invests in and advises innovative businesses such as 5G data network Rain, where he is a director, and serves as the Chairman of SA SME Fund Investment Committee, a R1.4 billion fund that invests in venture capital funds, growth funds and impact investment funds. From 2004 to 2014, Dr. Jordaan served as the CEO of First National Bank ( FNB ) (formerly Barclays Bank South Africa). During his tenure as CEO at FNB, the bank served 7.3 million customers and grew into eight African countries, India and the United Kingdom. He led FNB to be named the World s Most Innovative Bank in the 2012 BAI-Finacle Global Banking Innovation Awards, as well as Best Digital Bank and Coolest Bank . He was also the recipient of the CNBC Africa Business Leader of the Year for Southern Africa Award and was voted Business Leader of the year in 2013 by the chief executives of the top 100 companies on the Johannesburg Stock Exchange. From 1999 to 2004, Dr. Jordaan served as the CEO for several lines of business within FNB, including FNB Home Loans, eBucks.com and FNB Customer Solutions Division. Prior to his work with FNB, Dr. Jordaan served as the CEO of Origin Bank where he established and led Origin, a merchant bank for individuals. Dr. Jordaan also served as a Commissioned Officer in the SA Navy. Dr. Jordaan graduated from Paul Roos Gymnasium, Stellenbosch, South Africa in 1985. He completed his M. Comm (Economics) in 1992 and PhD (Banking Supervision) at Stellenbosch University in 1997. Marc Balkin is a founder of Balkin and Co, an advisory firm that has advised private equity firms and family offices on mergers, acquisitions and investments in Africa since 2015. Clients have included HP Bet (part of the family office of Dr. Hasso Plattner, a founder and current Chairman of SAP), Omidyar Network (part of the family office of Pierre Omidyar, the founder of eBay) and Rand Merchant Bank. Prior to founding Balkin and Co, Mr. Balkin was the Managing Partner of Hasso Plattner Ventures Africa, a Venture Fund in which Dr. Plattner was the key limited partner. Mr. Balkin also held responsibility for managing the Emerging Market portfolio of private equity and venture capital assets of Dr. Plattner s family office. Mr. Balkin is currently a partner at DiGame, a growth fund focused on Africa and the Middle East in which the key investor is Abu Dhabi Investment Counsel ( ADIC ). Mr. Balkin represents DiGame on the board of direct-to-consumer asset manager 10X Investments. Since 2004, Mr. Balkin has served on and chaired a range of venture capital and private equity fund investment committees as the representative of the limited partners or investors. These include Enablis, First National Bank Vumela Fund, Telkom Future Makers and Alithea IDF. Between 2000 and 2007, Mr. Balkin was the founding partner of O2 Capital, a private equity fund manager for the Msele Nedventures Fund. The LPs in the fund included a range of development finance institutions such as Proparco (France), DEG (Germany) and IDC (South Africa) and the fund invested primarily in technology businesses in South Africa. Mr. Balkin obtained his BA in 1995 and his LLB in 1997 from University of Witwatersrand in Johannesburg. Daniel Rogers is a founder and the Chief Executive Officer of FintechForce, Inc., an advisory and financial management outsourcing firm which advises venture-backed fintech companies on financial matters, accounting and fundraising. Representative clients have included Earnest, BillFloat, Flexible Finance, Helpshift and Encircle Labs. In addition, Mr. Rogers served as the Chief Financial Officer of Endpoint Clinical (acquired by LabCorp (NYSE: LH)), Simplee (acquired by Flywire) and Plastic Jungle (acquired by InComm). Prior to working with venture-backed fintech companies, Mr. Rogers served as the Chief Financial Officer for Fifth Third Processing Solutions, a division of Fifth Third Bank (NASDAQ: FITB). From 1998 to 2007, Mr. Rogers served as Vice President of Finance for Wells Fargo Merchant Services, a division of Wells Fargo Bank, N.A. (NYSE: WFC) and Vice President of Corporate Financial Planning & Analysis at Wells Fargo & Company. Mr. Rogers obtained his BSc in 1992 from Lafayette College and his MBA in 1998 from Pennsylvania State University. Independent Directors Simran Rekhi Aggarwal is the Founder and President of Fintech Meetup, a digital-first events company that connects the payments, banking and financial services community, and Personatech, an event-tech company. Previously, she founded and led large scale events including Money20/20 (fintech) which was acquired by Ascential, as well as Shoptalk (retail and ecommerce) and Groceryshop (grocery and TABLE OF CONTENTS consumer packaged goods), which were acquired by Hyve Group. Mrs. Aggarwal received a Bachelor of Science degree in Economics and Finance from the New York University Stern School of Business. Rohit Bodas brings over 20 years of experience as a venture capital investor, engineer, startup advisor and angel investor in various sectors such as payments, lending, wealth management, insurance, big data, mobility and security. Since 2017, Mr. Bodas has been a General Partner at Propel Venture Partners Global SL, a $250 million venture capital fund backed by Banco Bilbao Vizcaya Argentaria ( BBVA ). Before joining Propel Venture Partners, Mr. Bodas was a founding member of Amex Ventures, the strategic investment group for American Express, and Hartford Ventures, the strategic investment arm of The Hartford Financial Services Group. Over his career, Mr. Bodas has led investments in several high-growth and successful startups in the US, Mexico, UK, and India. Notable investments include Plaid, Groww, Trulioo, Clip, ChargePoint (NYSE: CHPT), inAuth (acquired by American Express), and Mezi (acquired by American Express), among others. Earlier in his career, Mr. Bodas held roles in engineering and product development at Motorola Research Labs, and he is an inventor of seven US patents. Mr. Bodas has a BE in Electronics and Telecommunications, MS in Computer Science, and received his MBA from the Kellogg School of Management. Mr. Bodas is also an advisor to FTOC and an active angel investor. He is the founder of Amara.vc, a private angel investment syndicate focusing on fintech and AI startups in the US and India. Nicole Farb is an experienced entrepreneur, company executive and advisor with deep expertise in the technology sector. She is currently an advisor to Joe Bike, a bicycle subscription service company, and has served on its board of directors since February 2021. Previously, Mrs. Farb served as an Advisor and Vice President to Grove Collaborative. From 2013 to 2019, Mrs. Farb was CEO, co-founder and a director of Darby Smart (acquired). From 2009 to 2013, Mrs. Farb worked at Goldman Sachs Technology Investment Banking Group, initially as an associate and later as a vice president and head of emerging private companies. Mrs. Farb received a Bachelor of Arts degree in Journalism from Loyola University Chicago and an MBA from University of Chicago. Advisory Board Ryan M. Gilbert, our advisor, has been the President and Chief Executive Officer of FTAC Parnassus (NASDAQ: FTPA) since December 2020. From June 2020 to June 2021, he was the President, Chief Executive Officer and a director of FTAC Olympus (NASDAQ: FTOC). Mr. Gilbert brings over 21 years of global financial services expertise as an entrepreneur, angel investor, venture investor, and advisor spanning payments, remittances, credit, insurance, and compliance. Mr. Gilbert is founder and General Partner of Launchpad Capital, a venture capital fund. He was most recently a General Partner at Propel Venture Partners, a venture capital fund backed by BBVA Group. He currently serves on the boards of directors of Propel Venture Partners portfolio companies, including Charlie Finance Co., Guideline, Inc., Grabango Co. and Steady Platform, Inc. Since July 2015, he has served as an independent director of bKash Limited, Bangladesh s largest provider of mobile financial services that serves over 45 million users. He has also served as a director of River City Bank, a $3.3 billion community bank based in Sacramento, CA, since October 2012, and served as a director of The Reserve Trust Company, a non-depository Colorado chartered Trust Company, from May 2020 to June 2021. Mr. Gilbert previously served as Chief Executive Officer of BillFloat, Inc. (dba SmartBiz Loans), a consumer finance service company that he co-founded in September 2009. He continues to serve as SmartBiz Loans Executive Chairman. He was previously co-founder and Chief Executive Officer of real estate payments company PropertyBridge (acquired by MoneyGram International in 2007). Mr. Gilbert graduated from the University of the Witwatersrand in Johannesburg, South Africa, and is member of the State Bar of California. Our Business Strategy Our business strategy is to identify and complete our initial business combination with a digital financial services or fintech company with exposure to emerging markets. We believe that there is a unique opportunity to take advantage of the technology-enabled shift in financial services and the financial empowerment of the middle class in emerging markets supported by strong demographic trends and government reforms. We intend to acquire a high-quality company or asset that has the potential to improve TABLE OF CONTENTS its overall value proposition by leveraging our broad experience, extensive networks and significant expertise in building a strong business with sustainable competitive advantages. We believe our management team, board of directors and advisory board have deep experience with: identifying, sourcing, negotiating and executing acquisitions in emerging market growth sectors and in emerging markets generally; sorting through opportunities that leverage emerging market strengths and avoiding ones that may face significant headwinds; identifying the right entrepreneurs that can add value as long-term partners; investing in, managing and operating companies in fintech and a variety of other industries; attracting, selecting and retaining high-performing management teams with proven track records; partnering with other industry-leading companies to increase sales and improve profitability, enhancing the competitive position of companies; accessing capital markets, including local and international capital sources, across various business cycles; and navigating changing and complex legal, regulatory and tax environments within emerging markets. Our management team, board of directors and advisory board have developed a broad network of contacts and personal and corporate relationships that we believe will serve as a useful source to identify and assess acquisition opportunities. Our Market Opportunity We believe that emerging markets are proving to be fertile ground for financial technology companies aiming to disrupt the traditional financial services industry. We anticipate that fintech providers will continue to transform financial services in emerging markets by providing new methods of delivering services like remittances, mobile payments, online banking and alternative lending products to growing and more affluent consumer and business customer bases. The OECD estimates that emerging markets will house 70% of global consumption by 2030 (up from 25% in 2009). Historically, individuals and small businesses in emerging markets have suffered from a lack of access to basic financial services, with banks only extending their offerings to these countries wealthiest, leaving many to rely heavily on cash-based transactions, and access to credit has been sparse. With new technologies that leverage software and mobile connectivity, we anticipate that fintech providers will continue to extend digital services efficiently and inexpensively to hundreds of millions of people in emerging markets. We believe that the widespread adoption of these services is likely to accelerate growth in emerging markets as it fuels consumerism, technological leap-frogging and more effective government policies, and that COVID-19 has served to accelerate the majority of these trends in tech-enabled financial services. Until recently, cash transactions have been pervasive in emerging markets, as many households and small businesses had no bank accounts. Digital wallets holding digital currency have been a common solution in emerging markets, often provided in conjunction with mobile network operators. These wallets are filling the gap where bank accounts have failed to penetrate. This trend is an example of leap-frogged technologies, or technologies that have skipped interim developmental steps, which are common in developed markets and increasingly seen in emerging markets. In our view, this leads to cheaper and more efficient means of payment, remittances, lending and banking. We see these trends playing out across financial services in emerging markets, including but not limited to the following sectors: Remittances: Fintech companies are disrupting traditional remittance business models, improving the cost and ease of electronic remittances. Facilitating transfers of capital and wealth from individuals in developed markets to family members in emerging markets is increasing consumption and spending in these markets. TABLE OF CONTENTS Digital Payments: Digital payments out of digital wallets or using virtual credit card numbers allow for instant payments at low cost. Customers who have bank accounts are choosing digital payments for convenience, and for those who do not have bank accounts, it is generally the only alternative to paying in physical cash. Digital Lending: Loans are being disbursed and collected over mobile wallet platforms. These loans were previously typically not available to individuals and small and medium-sized enterprises. Non-bank lenders now use algorithms and data collected digitally from borrowers to make live credit decisions, and default rates on loans are often less than 1% per annum. Wealth Management: More than half of the population in developing markets do not have bank accounts. Savings are often cash-based, do not pay interest and are not protected against inflation. Digitization of these basic financial services is creating a massive opportunity for new banking and wealth management businesses in emerging markets. As emerging markets grow, consumers are expected to become wealthier and enter the middle class, thereby increasing demand for wealth management tools. Digital Banking: In emerging markets, many of the above services are being brought together either as native services or on digital banking platforms hosting best-of-breed services and providing customers with a one-stop mobile-based banking service. Emerging markets in general have less accessible capital market funding for businesses such as high-growth fintech companies. We believe that a merger with us will be an attractive option for a fintech company with exposure to emerging markets that is seeking access to capital. Our Acquisition and Investment Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective targets for our initial business combination. We will use these criteria and guidelines in evaluating acquisition opportunities. However, we may decide to enter into our initial business combination with a target that does not necessarily meet one or all of these criteria and guidelines. We expect to weigh potential upside from growth in the target business and an improved capital structure against any identified downside risks. We intend to focus on target businesses that we believe: are in sectors with strong growth potential; have resilient business models; are in non-cyclical industries; are preferably in, but are not limited to, digital financial services or fintech sectors with exposure to emerging markets; have defensible market positions, with demonstrated advantages when compared to their competitors and which create barriers to entry against new competitors; have strong, experienced management teams with long-term commitment, or provide a platform to assemble an effective management team with a track record of driving growth and profitability; provide a platform for add-on acquisitions, which we believe will be an opportunity for our sponsor and its members, as well as management team to deliver incremental shareholder value post-acquisition; exhibit unrecognized value or other characteristics, desirable returns on capital and a need for capital to achieve the company s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; have a diversified customer base better positioned to endure economic downturns, changes in the industry landscape and evolving customer, supplier and competitor preferences; have attractive potential for international or regional expansion; will offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved capital structure will be weighed against any identified downside risks; and TABLE OF CONTENTS can benefit from being publicly traded, are prepared to be a publicly traded company and can utilize access to broader capital markets. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials that we would file with the SEC. Initial Business Combination Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholders approval, as applicable. Other Acquisition Considerations We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. TABLE OF CONTENTS Unless we complete our initial business combination with an affiliated entity, or our board of directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our board of directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination. Members of our management team may directly or indirectly own our ordinary shares and/or placement units following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the TABLE OF CONTENTS adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on February 25, 2021. Our executive offices are located at 2201 Broadway, Suite 705, Oakland, CA 94612, and our telephone number is (510) 214-3750. TABLE OF CONTENTS THE OFFERING In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 35 of this prospectus. Securities offered 20,000,000 units, at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-half of one warrant, each whole warrant exercisable to purchase one Class A ordinary share. Proposed Nasdaq symbols Units: NCACU Class A Ordinary Shares: NCAC Warrants: NCACW Trading commencement and separation of Class A ordinary shares and warrants The units will begin trading promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Cantor Fitzgerald & Co., as representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. TABLE OF CONTENTS Units: Number outstanding before this offering 0 Number outstanding after this offering and the private placement 21,000,000(1)(2) Ordinary shares: Number outstanding before this offering 6,015,000(3) Number outstanding after this offering and the private placement 26,250,000(1)(4) Redeemable Warrants: Number of placement warrants to be sold in a private placement simultaneously with this offering 500,000 Number of warrants to be outstanding after this offering and the private placement 10,500,000(1)(5) Exercisability Each unit contains one-half of one redeemable warrant. Each whole warrant is exercisable to purchase one of our Class A ordinary shares. Only whole warrants are exercisable. This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase one share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 765,000 founder shares. (2) Comprised of 20,000,000 units sold in this offering and 1,000,000 placement units to be sold in the private placement. (3) Consists solely of founder shares and includes up to 765,000 ordinary shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. Founder shares are classified as Class B ordinary shares, which shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution. (4) Includes 20,000,000 public shares, 1,000,000 Class A ordinary shares underlying the placement units to be sold in the private placement and 5,250,000 founder shares, assuming 765,000 founder shares have been forfeited. (5) Includes 10,000,000 public warrants included in the units sold in this offering and 500,000 placement warrants underlying the placement units to be sold in the private placement. TABLE OF CONTENTS an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by us and in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the offer and sale of the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file, and within 60 business days following our initial business combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. No warrants will be exercisable for cash unless we have an effective and current registration statement covering the Class A ordinary shares issuable TABLE OF CONTENTS upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of TABLE OF CONTENTS shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the fair market value (defined below) over the exercise price of the warrants by (y) the fair market value. Please see the section entitled Description of Securities Redeemable Warrants Public Shareholders Warrants for additional information. Except as set forth below, none of the placement warrants will be redeemable by us so long as they are held by our sponsor, Cantor, CCM or their permitted transferees. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 Commencing ninety days after the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at a price equal to a number of Class A ordinary shares to be determined by reference to the table set forth under Description of Securities Redeemable Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Redeemable Warrants Public Shareholders Warrants ; upon a minimum of 30 days prior written notice of redemption; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before we send the notice of redemption to the warrant holders; TABLE OF CONTENTS if, and only if, the placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above; and if, and only if, there is an effective registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is sent. The fair market value of our Class A ordinary shares shall mean the average last reported sale price of our Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Appointment of directors; voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Founder shares In March 2021, our sponsor purchased an aggregate of 5,912,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. In September 2021, we effected a dividend of approximately 0.017 shares for each outstanding Class B ordinary share, resulting in there being an aggregate of 6,015,000 founder shares outstanding. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The TABLE OF CONTENTS purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. The number of founder shares was determined based on the expectation that the founder shares would represent 20% of the aggregate of our founder shares, the placement shares and our issued and outstanding public shares after this offering and the private placement. If we increase or decrease the size of the offering, we will effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our sponsor at 20% of the aggregate of our founder shares, the placement shares and our issued and outstanding public shares after this offering and the private placement. Up to 765,000 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 15 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed, pursuant to such letter agreement, to vote their founder shares, placement shares and any public shares purchased during or after this offering in favor of our initial business combination (as a result, in addition to our initial shareholder s founder shares and the placement shares, we would need only 7,105,001, or 35.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order TABLE OF CONTENTS to have our initial business combination approved (assuming the over-allotment option is not exercised); the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below and in our amended and restated memorandum and articles of association; and the founder shares are subject to registration rights. Transfer restrictions on founder shares Our sponsor, officers and have agreed not to transfer, assign or sell any of their founder shares (except to permitted transferees, as described under Principal Shareholders Transfers of Founder Shares and Placement Units (including securities contained therein) until the earlier of (a) one year after the completion of our initial business combination and (b) subsequent to our initial business combination, (x) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property or (y) if the last reported sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination. Founder shares conversion and anti-dilution rights We have issued 6,015,000 Class B ordinary shares, par value $0.0001 per share. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein and in our amended and restated memorandum and articles of association. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares outstanding upon completion of this TABLE OF CONTENTS offering and the private placement, plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination, or any private placement-equivalent units issued to our sponsor or its affiliates upon conversion of loans made to us. Holders of founder shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be deemed issued for purposes of the conversion adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Private placement Our sponsor, Cantor and CCM have committed, pursuant to a written agreement, to purchase an aggregate of 1,000,000 placement units, at a price of $10.00 per placement unit, or $10,600,000 in the aggregate, in a private placement that will close simultaneously with the closing of this offering. Of those 1,000,000 placement units (or up to 1,060,000 placement units if the underwriters over-allotment option is exercised in full), our sponsor has committed to purchase 770,000 placement units (or 795,500 placement units if the underwriters over-allotment option is exercised), Cantor has committed to purchase an aggregate of 200,000 placement units (or 230,000 placement units if the underwriters over-allotment option is exercised in full), and CCM, has committed to purchase an aggregate of 30,000 placement units (or 34,500 placement units if the underwriters over-allotment option is exercised in full). The placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus. If we do not consummate an initial business combination within 15 months from the closing of this offering, the proceeds from the sale of the placement units held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the placement units (and the underlying securities) will expire worthless. The placement warrants included in the placement units will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor, Cantor, TABLE OF CONTENTS CCM or their permitted transferees (see Description of Securities Warrants Placement Warrants ). If the placement warrants are held by holders other than our sponsor, Cantor, CCM or their permitted transferees, the placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Each placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. Placement warrants may be exercised only for a whole number of shares. If any fractional interests would be issuable upon exercise of a placement warrant, we will round down to the nearest whole number the number of Class A ordinary shares to be issued to the holder. A portion of the purchase price of the placement warrants will be added to the net proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within 15 months from the closing of this offering, the proceeds of the sale of the placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the placement warrants will expire worthless. The placement warrants will not be redeemable by us and will be exercisable on a cashless basis so long as they are held by our sponsor, Cantor, CCM or their permitted transferees (except as described below under Principal Shareholders Transfers of Founder Shares and Placement Warrants ). In addition, for as long as the private placement units are held by Cantor Fitzgerald & Co. or its designees or affiliates, they will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and the underlying warrants may not be exercised after five years from the commencement of sales of this offering. Transfer restrictions on placement units The placement units and their component securities will not be transferable, assignable or salable until 30 days after the consummation of our initial business combination. The placement warrants will be non-redeemable so long as they are held by our sponsor, Cantor, CCM or their permitted transferees. If the placement units are held by someone other than our sponsor, Cantor, CCM or their permitted transferees, the placement warrants will be redeemable by us and exercisable by such holders on the same basis as the warrants included in the units being sold in this offering. Expression of Interest Cantor Fitzgerald & Co. has informed us that it, its affiliates or certain accounts over which it or its affiliates have discretionary authority have expressed an interest in purchasing up to 6.5% of the units to be sold in this offering. However, because indications of interest are not binding agreements or commitments to purchase and TABLE OF CONTENTS are simply expressions of intent, these entities may determine to purchase fewer or no units at all in the offering or may purchase more units than they indicate an interest in purchasing (although all such entities combined will not purchase more than an aggregate of 9.99% of the units offered in this offering). In addition, Cantor may allocate fewer or no units offered in this offering to any of these entities. The underwriters will receive the same underwriting discount on any units purchased by these entities as they will on any other units sold to the public in this offering. If any such entity purchases any units in this offering or otherwise in the open market, it has no obligation to (i) vote the underlying shares in favor of any business combination, (ii) refrain from exercising any redemption rights with respect to any shares underlying the units offered in this offering or (iii) hold any such units or underlying shares beyond the consummation of an initial business combination, if any. Any trading decisions made by any of the foregoing entities will be made by them based on market conditions at the time of the proposed sale or redemption. Cantor s affiliates will not receive any economic or other interest in our sponsor. Proceeds to be held in trust account The rules of the Nasdaq provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the placement units described in this prospectus, $204,000,000 ($10.20 per unit), or $234,600,000 ($10.20 per unit) if the underwriters over-allotment option is exercised in full, will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and $2,000,000 if the underwriters over-allotment option is exercised in full, will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $10,000,000 (or up to $12,100,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the private placement will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to redeem 100% TABLE OF CONTENTS of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination within 15 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes. Based upon current interest rates, we expect the trust account to generate approximately $204,000 of interest annually (assuming no exercise of the underwriters over-allotment option and an interest rate of 0.1% per year) following the investment of such funds in specified U.S. government treasury bills or in specified money market funds. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the placement units not held in the trust account, which will be approximately $1,500,000 in working capital (regardless of whether the underwriters over-allotment option is exercised in full) after the payment of approximately $500,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. The Nasdaq rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or TABLE OF CONTENTS businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Permitted purchases of public shares by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Please see Proposed Business Permitted purchases of our securities for a description of how such persons will determine which shareholders to seek to acquire shares from. There is no limit on the number of shares such persons may purchase, or any restriction on the price that they may pay. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers or their affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. If they engage in such transactions, TABLE OF CONTENTS they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our sponsor, directors, officers or their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.20 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our placement shares or warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, placement shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. TABLE OF CONTENTS Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by law or stock exchange listing requirement or we choose to seek shareholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the Nasdaq, we will be required to comply with such rules. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not TABLE OF CONTENTS be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our sponsor and its permitted transferees will own approximately 22.9% of our issued TABLE OF CONTENTS and outstanding ordinary shares entitled to vote thereon. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. Our amended and restated memorandum and articles of association will provide that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof. Tendering share certificates in connection with a tender offer or redemption rights We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business TABLE OF CONTENTS combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares held by them redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public shareholder and subject to the 15% limitation in connection with any such redemption right. Redemption rights in connection with proposed amendments to our amended and restated memorandum and articles of association Our amended and restated memorandum and articles of association will provide that any of its provisions, including those related to pre-business combination TABLE OF CONTENTS activity (including the requirement to deposit proceeds of this offering and the placement units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and in our amended and restated memorandum and articles of association, but excluding the provision of the articles relating to the appointment of directors), may be amended if approved by a special resolution under Cayman Islands law, which requires the approval of holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. Should our sponsor vote all its shares in favor of any such amendment, we would require 11,042,500, or 55.2%, of the public shares issued in this offering to be voted in favor of any such amendment for its approval (assuming no exercise of the underwriter s over-allotment option and no purchase by our sponsor or its affiliates of public shares in this offering or thereafter). We may not issue additional securities that can vote on amendments to our amended and restated memorandum and articles of association or in our initial business combination. Our sponsor, which will beneficially own 22.9% of our ordinary shares upon the closing of this offering and the private placement (assuming it does not purchase units in this offering and assuming that the underwriters do not exercise their over-allotment option), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner it chooses. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering or with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. TABLE OF CONTENTS Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us, other than funds the trustee will use to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination. We will use the remaining funds to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers, and directors have agreed that we will have only 15 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 15-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 15-month time period. TABLE OF CONTENTS Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares and placement shares if we fail to complete our initial business combination within 15 months from the closing of this offering. However, if our sponsor, officers or directors acquire public shares after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 15-month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 15 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC s penny stock rules). Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by us to our sponsor, officers or directors, or any entities with which they are affiliated, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the placement units held in the trust account prior to the completion of our initial business combination: repayment of an aggregate of up to $1,000,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; TABLE OF CONTENTS reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and repayment of loans which may be made by our sponsor, members of our management team or any of their respective affiliates or other third parties to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender at the time of the business combination. The units would be identical to the placement units sold in the private placement. These payments may be funded using the net proceeds of this offering and the sale of the placement units not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or any entity with which they are affiliated. Audit committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of interest Each of our officers and directors presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity TABLE OF CONTENTS offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. Indemnity Newcourt SPAC Sponsor LLC has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Newcourt SPAC Sponsor LLC will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether Newcourt SPAC Sponsor LLC has sufficient funds to satisfy their indemnity obligations and believe that Newcourt SPAC Sponsor LLC s only assets are securities of our company. We have not asked Newcourt SPAC Sponsor LLC to reserve for such obligations. Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Summary Financial Data The following table summarizes the relevant financial data for our business, and are derived from and should be read with our audited financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. TABLE OF CONTENTS June 30, 2021 Balance Sheet Data: Actual As Adjusted Working capital (deficiency) ($ 183,769) $ 1,490,563 Total assets $ 184,304 $ 205,490,563 Total liabilities $ 193,740 $ 23,860,000 Value of Class A ordinary shares subject to possible redemption $ 0 $ 204,000,000 Shareholders equity ($ 9,436) $ (22,369,437) If no business combination is completed within 15 months from the closing of this offering, the proceeds then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) will be used to fund the redemption of our public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares and placement shares if we fail to complete our initial business combination within such 15-month time period. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001849543_stellaris_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001849543_stellaris_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bec339889e26335fbf4f3fa3638af9cf232d47ec
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001849543_stellaris_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 tm219576d4_s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on July 29, 2021 Registration No. 333-254418 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (AMENDMENT NO. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Stellaris Growth Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1997350 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 78 SW 7th Street, Suite 500 Miami, Florida 33130 Telephone: (916) 288-8868 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) Ronald Felt Chairman and Chief Executive Officer 78 SW 7th Street, Suite 500 Miami, Florida 33130 Telephone: (916) 288-8868 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: Andrew M. Tucker Nelson Mullins Riley & Scarborough LLP 101 Constitution Avenue, NW. Suite 900 Washington, D.C. 20001 (202) 689-2800 David M. Loev John S. Gillies The Loev Law Firm, PC 6300 West Loop South, Suite 280 Bellaire, Texas 77401 (713) 524-4110 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, $0.0001 par value, and one redeemable warrant(2) 14,720,000 Units $ 10.00 $ 147,200,000 $ 16,060 Shares of Class A common stock included as part of the units(3) 14,720,000 Shares (4) Redeemable warrants included as part of the units(3) 14,720,000 Warrants (4) Total $ 147,200,000 $ 16,060 (5) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"). (2) Includes 1,920,000 units, consisting of 1,920,000 shares of Class A common stock and 1,440,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JULY 29, 2021 $128,000,000 Stellaris Growth Acquisition Corp. 12,800,000 Units Stellaris Growth Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination throughout this prospectus. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any business or industry, we intend to focus our search on industries that complement our management team s background and to capitalize on the ability of our management team to identify and acquire a business focusing on the data centers and internet technology sectors where our management team has extensive experience. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one redeemable warrant as described in more detail in this prospectus. Each warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 1,920,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described herein. We have 12 months from the closing of this offering to consummate our initial business combination. We may seek stockholder approval of the amendments to our amended and restated certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company for any extension beyond 12 months at a meeting called for such purpose. Public stockholders will be offered the opportunity to vote on or redeem their shares in connection with any such extension. Alternatively, or in the event that there is an unsuccessful effort to obtain stockholder approval for the proposed extensions(s), we may, but are not obligated to, extend the period in which we must complete our initial business combination twice, for an additional three months each time, up to 18 months by depositing into the trust account for each three month extension $1,280,000, or $1,472,000 if the underwriters over-allotment option is exercised in full ($0.10 per unit in either case). Public stockholders, in this situation, will not be offered the opportunity to vote on or redeem their shares. If we are unable to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination as described in more detail in this prospectus), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as further described herein. Our sponsor, Stellaris Growth, LLC, has agreed to purchase an aggregate of 5,790,700 warrants (or 6,462,700 warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant (approximately $5,790,700 in the aggregate, or $6,462,700 if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants as the placement warrants throughout this prospectus. Each placement warrant will be identical to the warrants sold as part of the units sold in this offering, except as described in this prospectus. Each placement warrant is exercisable to purchase one share of our Class A common stock at $11.50 per share. Our sponsor owns an aggregate of 3,680,000 shares of our Class B common stock (up to 480,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock at the time of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment as described herein. Currently, there is no public market for our units, Class A common stock or warrants. We have applied to list our units on The Nasdaq Capital Market, or Nasdaq, under the symbol "STLRU". We expect that our units will be listed on The Nasdaq Capital Market on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the representative informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols "STLR" and "STLRW", respectively. We are an "emerging growth company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 31 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 128,000,000 Underwriting discounts and commissions(1) $ 0.50 $ 6,400,000 Proceeds, before expenses, to Stellaris Growth Acquisition Corp. $ 9.50 $ 121,600,000 (1) Includes $0.30 per unit, or $3,840,000 (or $4,416,000 if the over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the representative of the underwriters only on completion of an initial business combination, as described in this prospectus. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See the section of this prospectus entitled "Underwriting" beginning on page 153 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the placement warrants described in this prospectus, $129.92 million or $149.41 million if the underwriters over-allotment option is exercised in full ($10.15 per unit in either case) will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee and J.P. Morgan Securities LLC acting as investment manager. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. EF HUTTON division of Benchmark Investments, LLC The date of this Prospectus is , 2021 TABLE OF CONTENTS Page Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001849580_waverley_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001849580_waverley_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..09b5c3673ca9e90221ecfeeaede892f11b213e0d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001849580_waverley_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Act are to the Companies Act (as amended) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares and our Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to our sponsor and any other holders of our founder shares immediately prior to this offering; management or our management team are to our executive officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); ordinary resolution are to a resolution adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement transaction simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) but specifically excludes all of our Class A ordinary shares that are issued upon conversion of our Class B ordinary shares; public shareholders are to the holders of our public shares, including our sponsor and/or members of our management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; special resolution are to a resolution adopted by the affirmative vote of at least a two-thirds (2/3) majority (or such higher approval threshold as specified in the company s amended and restated memorandum and articles of association) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; sponsor are to WCAC1 Sponsor LLC, a Delaware limited liability company; warrants are, together, to the public warrants and the private placement warrants; warrant agreements are, together, to our public warrant agreement and private warrant agreement; Waverley are to Waverley Capital, L.P., an affiliate, of our sponsor; and we, us, our, company or our company are to Waverley Capital Acquisition Corp. 1, a Cayman Islands exempted company. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 30, 2021 PRELIMINARY PROSPECTUS $200,000,000 Waverley Capital Acquisition Corp. 1 20,000,000 units Waverley Capital Acquisition Corp. 1 is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Although we will not be limited to a particular industry or geographic region in our identification and acquisition of a target company, we intend to focus on industries that complement our team s background and capitalize on our team s ability to source and acquire a business focused on media, technology or entertainment. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable public warrant. Each whole public warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering. The warrants will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described herein The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares in connection with our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering, or during any shareholder approved extension period, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, subject to applicable law and certain conditions as described herein. Our sponsor, WCAC1 Sponsor LLC (an affiliate of Waverley Capital, L.P.) has agreed to purchase 4,666,667 private placement warrants (or 5,066,667 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per private placement warrant, in a private placement to occur simultaneously with the closing of this offering. Our initial shareholders currently own 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors and to continue our company in a jurisdiction outside the Cayman Islands (including, but not limited to, approval of the organizational documents of our company in such other jurisdiction). Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol WAVCU. We expect that the Class A ordinary shares and public warrants comprising the units will begin separate trading on the NYSE under the symbols WAVC and WAVCW, respectively, on the 52nd day following the date of this prospectus unless the underwriters permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 34 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 200,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 11,000,000 Proceeds, before expenses, to us $ 9.45 $ 189,000,000 (1) Includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See Underwriting for a description of compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000, or $230,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Joint Book-Running Managers Evercore ISI Morgan Stanley The date of this prospectus is , 2021 Table of Contents Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law, or as otherwise permitted by our amended and restated memorandum and articles of association. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Any share capitalization described in this prospectus will take effect as an issuance of shares from share premium as a matter of Cayman Islands law. Unless we indicate otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any potential business combination target with respect to an initial business combination with us. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our team s background and capitalize on our team s ability to source and acquire a business focused on media, technology or entertainment that will benefit from our expertise in developing and executing value creation plans in those areas, thereby positioning a target company for compounding growth over the long-term. Waverley Partnership Our sponsor, WCAC1 Sponsor LLC, is a Delaware limited liability company. Our sponsor is managed by Waverley. Waverley is a venture capital firm focused solely on the innovation and disruption occurring globally throughout the media and entertainment industries. Waverley is led by its co-founders, Edgar Bronfman Jr. and Daniel V. Leff, who collectively possess decades of experience investing in, growing, and operating category-defining media start-ups as well as assisting them transition to public ownership. Their previous investments include: Roku, Inc. (IPO NASDAQ: ROKU), fuboTV Inc. (IPO NYSE: FUBO), Matterport (SPAC merger NASDAQ: MTTR), Pluto TV (acquired by Viacom), Wondery (acquired by Amazon), The Athletic, and Headspace. Mr. Bronfman has also been foundationally involved with Warner Music Group and Universal Studios Inc., serving as Chairman and CEO of Warner Music Group and CEO of The Seagram Company Ltd., the parent company of Universal Studios Inc., as well as with Fandango, serving as a partner at Accretive, the company s founding venture investor. Waverley is the successor fund to Luminari Capital L.P., a top-performing media-focused venture capital fund founded in 2014. Waverley s focus has primarily been on early-stage, private company opportunities in the U.S, with a balance of some later-stage investments. Its mission is to provide superior financial returns to its limited partners by partnering with exceptional entrepreneurs in the media ecosystem to help them build and scale category-defining companies. To this end, Waverley leverages proprietary access to deal flow, resources, people, and unique insights within the media industry. Its limited partners are primarily comprised of current and former executives and board members from leading media and technology companies. Table of Contents Notwithstanding Waverley s past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. You should not rely on the historical record of Waverley s performance as indicative of our future performance. See Risk Factors General Risk Factors Past performance by Waverley, our management team or either of their respective affiliates may not be indicative of future performance of an investment in us. See Management Conflicts of Interest for additional information. Our Management Team Our management team will be led by Edgar Bronfman Jr., Daniel V. Leff, and Alan Henricks. Messrs. Bronfman and Leff will also serve as board members. Our management team will further be supported by our independent board members who bring extensive senior executive experience in the media sector. Edgar Bronfman Jr. serves as our Chairman. Mr. Bronfman is the Co-Founder, Chairman and General Partner of Waverley. He is also Senior Advisor and Special Limited Partner of Luminari Capital (the predecessor fund to Waverley) and Managing Partner at Accretive, LLC. Prior to Waverley, Mr. Bronfman was the Chairman and CEO of Warner Music Group, one of the world s largest music companies. During his tenure, WMG was named one of Fortune Magazine s Most Admired Companies in 2007, the first ever music company to receive the honor and, in 2009, was recognized as one of the World s 50 Most Innovative Companies by Fast Company magazine. As a creator, Mr. Bronfman has produced films starring Peter Sellers and Jack Nicholson, and has written songs for artists such as Celine Dion, Barbra Streisand, Dionne Warwick, Smokey Robinson, Donna Summer and Ashford & Simpson, among many others. Mr. Bronfman served on the board of InterActiveCorp (NASDAQ: IAC) for over 20 years and recently served as a Director of Falcon Capital Acquisition Corp., a special purpose acquisition company that recently consummated a business combination with Sharecare, Inc. He currently serves as Executive Chairman of the Board of fuboTV (NYSE: FUBO), a live TV streaming platform for sports, news, and entertainment, as well as Executive Chairman of Global Thermostat LLC, a pioneering company designed to develop and commercialize a technology for the direct capture of carbon dioxide, and as Chairman of the Board of Endeavor Global, a non-profit organization pioneering a new approach to international development. In addition, he serves on the board of the New York University Elaine A. and Kenneth G. Langone Medical Center and is a member of the Council on Foreign Relations. Daniel V. Leff, Ph.D. serves as our CEO. Dr. Leff is the Co-Founder and Managing Partner of Waverley. He is also Founder and Managing Partner of Luminari Capital (the predecessor fund to Waverley). Prior to co-founding Waverley and founding Luminari Capital L.P., Dr. Leff was a Partner with Globespan Capital Partners in the firm s Palo Alto office. Earlier in his career, Dr. Leff worked for Sevin Rosen Funds and Redpoint Ventures. He also previously held engineering, marketing and strategic investment positions with Intel Corporation, and served as a Director of Roku (NASDAQ:ROKU) from 2011-2018. Dr. Leff has been an investor in a multitude of media and technology companies including 1Mainstream (sold to Cisco Systems), Art19, Elemental Technologies (sold to Amazon), Endel, fuboTV (NYSE:FUBO), Matterport (NASDAQ:MTTR), MikMak, MOVL (sold to Samsung), PlutoTV (sold to Viacom), Roku, The Athletic, Wink, Wondery (sold to Amazon) and others. He currently serves as a director of fuboTV (NYSE: FUBO), a live TV streaming platform for sports, news, and entertainment, where he sits on the audit committee. Dr. Leff earned a Bachelor of Science degree in Chemistry from The University of California, Berkeley and a Ph.D. in Physical Chemistry from the University of California, Los Angeles. Dr. Leff also earned an MBA from The UCLA Anderson Graduate School of Management, where he was an Anderson Venture Fellow and where he currently serves on the Board of Visitors. Alan Henricks serves as our Chief Financial Officer. Mr. Henricks is a 45-year veteran of Silicon Valley, working for media, entertainment and technology firms He serves as the ChowNow board s audit committee chair and previously served as the Roku (NASDAQ: ROKU) board s audit committee chair from 2013 to 2021. He has also served on the board of Model N (NYSE:MODN) for 6 years. Prior to this, he served on the boards of Ellie Mae (NYSE:ELLI), A10 Networks (NYSE:ATEN) and Applied Predictive Technologies (sold to MasterCard). Alan Table of Contents served as CFO during IPOs at Documentum (NASDAQ: DCTM) and Borland (NASDAQ:BORL), and was CFO at Ring (sold to Amazon), Pure Digital Technologies (sold to Cisco), Traiana (sold to ICAP), Interwoven (NASDAQ: IWOV) and Maxim Integrated Products (NASDAQ: MXIM). He served as Finance VP of Atari, a division of Warner Communications, for 6 years. He holds a bachelor s degree in Engineering from the Massachusetts Institute of Technology and an MBA from the Stanford University Graduate School of Business. Notwithstanding our management team s past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. You should not rely on the historical record of our management team s performance as indicative of our future performance. See Risk Factors General Risk Factors Past performance by Waverley, our management team or either of their respective affiliates may not be indicative of future performance of an investment in us. See Management Conflicts of Interest for additional information. Our Independent Director Nominees Our efforts to seek a suitable business combination target will be complemented and augmented by the expertise and network of relationships of our directors, who each have extensive experience in business and financial matters. In addition to Mr. Bronfman, who will be the Chairman of our board of directors, upon completion of this offering our directors will consist of the following independent directors. David Gandler is the co-founder of fuboTV (NYSE: FUBO), the live TV streaming platform that is transforming how people watch sports, news and entertainment, and has served as its CEO since March 2014. Prior to joining fuboTV, Mr. Gandler served from 2013 to 2014, as Vice President, Ad Sales at DramaFever, a video streaming service acquired in 2016 by Warner Bros. Entertainment Inc. Prior to 2013, Mr. Gandler held positions at Scripps Networks Interactive, Inc., Time Warner Cable and Telemundo, a division of NBCUniversal Media, LLC. Mr. Gandler received a B.A. degree in economics from Boston University. Mr. Gandler brings our board his considerable experience in the digital media industry as well as the operational insight and expertise he has accumulated as Chief Executive Officer of fuboTV. Jeff Bewkes served as the Chairman and CEO of Time Warner Inc. from 2008 to 2018. He was elected Chairman of the Board of Directors in January 2009, having served on the Board since January 2007. Mr. Bewkes previously served as Time Warner s President and COO from January 2006 to December 2007 and as Chairman of the Entertainment and Networks group from July 2002 to December 2005. Before joining the corporate management of Time Warner, Mr. Bewkes served as Chairman and CEO of HBO from May 1995 to July 2002, and as President and COO of HBO from September 1991 to May 1995. Mr. Bewkes serves on the Boards of Yale University and the Partnership for New York City and serves on the advisory board for The Creative Coalition. He is also a member of The Business Council. Mr. Bewkes has a BA from Yale University and an MBA from the Stanford Graduate School of Business. Chris Silbermann is Chief Executive Officer, Managing Director & Partner at ICM Partners, a global talent and literary agency representing clients in the fields of television, motion pictures, sports, publishing, broadcasting, music, theatre, corporate marketing and new media. In addition to running the day-to-day management of the agency, which encompasses a team of more than 600 employees in Los Angeles, New York, Washington, DC and London, Mr. Silbermann personally guides the careers of some of the most influential creative voices of our generation. He joined ICM in 2007, upon the agency s acquisition of The Broder Webb Chervin Silbermann Agency, where he was a managing partner. In 2012, he led the management buyout of the agency that returned control and ownership of the company to a newly created partnership. In 2020, ICM completed 3 acquisitions, most notably that of The Stellar Group in the UK, the world s #1 global sports agency representing football, rugby, American football and track and field athletes. This division of the agency now operates as ICM Stellar Sports. Table of Contents Mr. Silbermann is also an angel investor in a multitude of media, entertainment, and technology startups. Previously, he was President of International Creative Management, Inc. Mr. Silbermann served as Co-Head of Worldwide Television and Co-President at International Creative Management, Inc. since August 2006. He serves as President-elect of the Hollywood Radio and Television Society (HRTS) and serves on its board as Treasurer. He served as Managing Partner of The Broder Webb Chervin Silbermann Agency where he was closely involved in overseeing the day-to-day management and its 27 agents. Mr. Silbermann joined BWCS in 1991. While there, he oversaw a prestigious list of clients and packaged such comedy and drama series as Grey s Anatomy, According to Jim and Criminal Minds. He also represented the television production arms of several noted feature film producers. He serves on the board of the California chapter of The Nature Conservancy. A former member of the Board of Trustees for The University of California, Berkeley Foundation, Mr. Silbermann is the Chairman of the Entertainment Industry Foundation (EIF), serves on the board of the American Film Institute (AFI), and was a member of the LA24 Olympic committee. He began his career in the mailroom at Triad Artists Agency. Mr. Silbermann holds B.A. in English Literature from The University of California, Berkeley. Alfred Osborne is the Senior Associate Dean for external affairs at the UCLA Anderson School of Management since 2003. He served as Interim Dean from July 2018 to June 2019. Osborne has been a Professor of Global Economics, Management and Entrepreneurship since July 2008 and is the founder and faculty Director of the Harold and Pauline Price Center for Entrepreneurship and Innovation in the Anderson School since 1984. Previous positions include service as an Economic Fellow at the Brookings Institution where he directed studies at the Securities and Exchange Commission that contributed to changes in Rule 144, Regulation D and other exemptive requirements to the securities laws designed to lower costs and improve liquidity and capital market access to venture capitalists and emerging growth companies. His board and governance experience spans 40 years and includes positions on the board of directors at the Times Mirror Company, Nordstrom Inc., Greyhound Lines, US Filter Corporation, K2 Inc. and First Interstate Bank of California among others. Dr. Osborne is currently a director of Kaiser Aluminum (Nasdaq:KALU) where he serves as the Lead Independent Director, First Pacific Advisors (FPA) family of mutual funds, and Wedbush Capital. His not-for-profit affiliations include serving as a trustee of Fidelity Charitable, Harvard-Westlake School and a director of the Los Angeles Police Memorial Foundation. He was educated at Stanford University where he earned a BS in Electrical Engineering, an MBA in Finance, an MA in Economics and a Ph.D. in Business-Economics. Together, we believe our directors and the rest of our management team bring extensive operating and media-sector domain expertise that will enhance our ability to identify and execute our initial business combination, and may enhance our ability to execute upon various value creation initiatives after successful completion of our business combination. Competitive Strengths Our management team and directors have proven track records of creating significant shareholder value investing across public and private markets and in operating and building businesses to scale across industries, geographies, and macroeconomic environments. The Waverley platform enables us to deploy our prior experiences and extensive network of relationships developed over decades to identify a wide range of attractive business combination opportunities, partner with management teams to build enduring businesses, and generate significant value for shareholders. Successful track record of investing in disruptive media companies including but not limited to Roku (consummated an IPO), fuboTV (consummated an IPO), Matterport (SPAC merger consummated), Pluto TV (sold to Viacom), 1Mainstream (sold to Cisco), Elemental Technologies (sold to Amazon), Wondery (sold to Amazon), The Athletic, Headspace, and others Table of Contents Seasoned management team that possesses extensive domain expertise and decades of experience investing in, building, and operating transformative media companies Proprietary access to deal flow, people, resources, and unique insights within the media industry to make superior investments/acquisitions of category-defining companies Extensive senior executive network in media, technology, entertainment, and financial services ecosystems to provide unparalleled access, advantage, and due diligence leverage Deep engagement with senior management and board members of investee companies to help drive strategic and operational excellence at target companies, assist with the transition to public ownership, and continue to create value thereafter Singular focus on media drives discipline and unique identity with entrepreneurs, venture capitalists, media and technology incumbents, and the broader financial community Market Opportunity We believe that many companies in the media industry have characteristics that make them potentially attractive investment opportunities. With the ever-evolving changes in consumer behavior, these companies are poised for long-term growth and have the potential to unlock unrealized value as public companies, particularly when partnered with our team, which brings strategic, operating, management and capital markets expertise. Media increasingly interacts with nearly all businesses and industries, and we believe our broad experience and track record will enable us to consider a wide range of potential transaction opportunities. We intend to focus on businesses that benefit from one or more of the following macro themes: The global media market is massive and growing. We believe the total addressable market ( TAM ) for the media industry is large and continues to grow. PwC estimates that the global market for the entertainment and media industry was $2.1 trillion in 2019, and has the potential to reach $2.5 trillion by 2024, or approximately a 3% Compound Annualized Growth Rate ( CAGR ) over the period. Media is an active and dynamic industry that is under constant transformation, as the mechanisms for consumption are constantly evolving. There is great disruption occurring in each sub-sector within media as consumers demand content in forms that suit their evolving consumption behavior. Content aggregation platforms bring about new and evolving consumption habits. There is an ever-increasing amount of media content being produced and distributed, and there has never been a greater degree of competition for consumers time and attention. Channels such as over-the-top (OTT), social media, and online marketplaces have changed the way content is produced, distributed, and consumed. Deloitte reports that 76% of US consumers now subscribe to at least one streaming platform, spending an average of $33 a month across 3 streaming services. The COVID-19 pandemic has further accelerated the desire for content, as Ipsos reports that there has been a 50%+ increase in the number of individuals streaming content since the pandemic began. Proliferation of connected devices supports new ways to engage consumers. Rising access to high-speed Internet and smartphones has fueled the growth of online content consumption. Engagement has shifted to interactive, mobile, and multi-screen experiences, with individuals having greater control over what, when, and how they consume. This growing appetite for content has opened the door for new platforms to drive innovation, including music streaming and podcasts. RIAA reported that streaming services accounted for roughly 80% of all music revenue in 2019, while IAB found that podcast advertising revenue rose 48% year-over-year in 2019. Emerging media such as these will continue to drive technological innovation. Next-gen technologies unlock new avenues for audience monetization and growth. PwC estimates that by 2025, 45% of the world will be supported by 5G, connecting more than 1.7 billion devices. Stronger and more reliable internet connectivity will enable more multifaceted engagement with technology with improved latency. Table of Contents Advancements in artificial intelligence and analytics will enable new insights for consumption and distribution, allowing companies to develop more nuanced monetization models and accelerate growth. Business models are evolving due to shifting consumption ecosystems. Technology has enabled new consumer experiences, leading traditionally segregated business models to converge. There has been a shift from the more traditional ad-driven monetization to subscriptions, social commerce, app-based microtransactions, and marketplaces. In a competitive market for consumer attention, pricing strategies such as the freemium model and service bundling are being used to entice new customers. Interactive and interest-based entertainment are driving meaningful engagement. The gamification of sports through eSports, online sports betting, and fantasy sports has created a new value chain, attracting previously underserved portions of the population. Gaming more broadly has expanded into new audience segments beyond young men, with 66% of new gamers being female and 56% older than 45 according to Activate Consulting. These interactive platforms drive a higher level of engagement, sitting at the nexus of multimedia digital experiences across music, television, and lifestyle. These macro themes are not intended to be exhaustive. We believe there are many potential targets within the media, entertainment and technology space that stand to benefit from these and other macro themes. Potential targets for an initial business combination may exhibit a broad range of business models and financial characteristics. Acquisition Criteria Consistent with our acquisition strategy, we have identified the following criteria to evaluate prospective target businesses. We will use these criteria in evaluating acquisition opportunities but may decide to enter into our initial business combination with a target that does not meet these criteria. We intend to identify and acquire a high-caliber company in the media, entertainment and technology space that possesses the following characteristics: Category-defining disruptive media company. We plan to target companies that are positioned for new distribution and content dynamics and open new opportunities and avenues for growth. We hope to leverage our management team s extensive experience as investors and operators as well our breadth of industry connections. Significant barriers to entry. We will seek to consummate a business transaction with a company that has long-term, sustainable competitive positioning, such as proprietary technology, brand equity, market leadership, product supremacy, first-mover advantage, compelling unit economics and/or network effects. Attractive financial metrics and compelling growth prospects. We intend to focus on businesses with demonstrated revenue scale, organic growth, unit economics, and multiple avenues for future growth, margin upside and free cash flow generation. Large, compelling and growing market. We plan to target companies that operate in markets benefiting from digital disruption as new content and distribution dynamics unlock additional growth opportunities. High quality and public-ready management team who can benefit from our media industry expertise. We hope to leverage our proven collection of operational strategies and tools as well as past experiences in scaling media businesses. Potential M&A platform. We intend to seek businesses that can serve as a platform for future synergistic acquisitions. Table of Contents Opportunity for operational improvement. We will seek to identify businesses that could benefit from our ability to drive improvements in the company s operations, go-to-market strategy, product offering, sales and marketing efforts, and/or leadership team. Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review, which may encompass, among other things, meetings with incumbent management teams, document reviews, assessment of the target s technology infrastructure, compliance processes, capital structure assessment, as well as a review of financial, operational, legal and other information which will be made available to us. We will also utilize our operational and capital markets experience to test and validate our investment thesis. We are not prohibited from pursuing an initial business combination with a business that is affiliated with Waverley or any of our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with any such persons, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm, that our initial business combination is fair to our company from a financial point of view. Furthermore, in the event that we seek such a business combination, we expect that the independent and disinterested members of our board of directors would be involved in the process for considering, and approving the transaction. Members of our management team may directly or indirectly own shares of our ordinary shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Each of our directors, director nominees and officers, as well as those of Waverley, presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our or Waverley s officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Waverley and its affiliates manage a number of funds, separate accounts and other investment vehicles ( Waverley Funds ), which may compete with us for acquisition opportunities. If these Waverley Funds decide to pursue any such opportunity or have existing investments in the issuer of such opportunity, we may be precluded from pursuing such opportunities. In addition, investment ideas generated within Waverley, including by any director affiliated with Waverley, may be suitable for both us and for a current or future Waverley Fund and, in such a case, will be directed to such Waverley Fund rather than to us. Neither Waverley nor any members of our management team who are also employed by Waverley have any obligation to present us with any opportunity for a potential business combination of which they become aware. Waverley and/or members of our management team, in their capacities as officers, directors or employees of Waverley or in their other endeavors, may choose to present potential business combinations to the related entities described above, or third parties, before they present such opportunities to us. Table of Contents We may be limited in our ability to make investments and to sell existing investments as a result of an existing investment by Waverley. We may acquire a target from or, in which, one or more Waverley Funds have an existing investment (or makes an investment at the same time or subsequently) at a different or overlapping level of the target s capital structure, creating a potential conflict between our position and the applicable Waverley Funds position especially in the event of a bankruptcy. Waverley, Waverley employees and Waverley Funds may also have or make investments in, establish or serve on the boards of, businesses that compete with, provide services to, transact with, or otherwise have significant business relationships with the businesses we invest or seek to invest in. We may also forego an attractive investment opportunity as a result of an existing investment in the target or a competitor of the target by Waverley, a Waverley Fund or principals or employees of Waverley, or to otherwise mitigate any conflict of interest or the perception of any conflict of interest. Waverley and our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. As a result, Waverley and our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. In addition, Waverley and our sponsor, officers and directors are not required to commit any specified amount of time or resources to our affairs and, accordingly, will have conflicts of interest in allocating management time and resources among various business activities, including identifying potential business combinations and monitoring the related due diligence. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, anticipate, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Initial Business Combination So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, Table of Contents would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. We may, at our option, subject to applicable law, pursue an acquisition opportunity jointly with one or more entities affiliated with Waverley and/or one or more Waverley Funds and/or one or more investors in Waverley Funds, which we refer to as an Affiliated Joint Acquisition. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a specified future issuance throughout this prospectus. The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. This is not an offer for any specified future issuance. Pursuant to the anti-dilution provisions of our Class B ordinary shares, any such specified future issuance would result in an adjustment to the conversion ratio such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all ordinary shares outstanding upon completion of this offering plus all shares issued in the specified future issuance, unless the holders of a majority of the then-outstanding Class B ordinary shares agreed to waive such adjustment with respect to the specified future issuance at the time thereof. We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our ordinary shares. Table of Contents To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. These risks include, among others, investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors and we may not have adequate time to complete due diligence. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Other Considerations We are not prohibited from pursuing an initial business combination with a company that is affiliated with Waverley, our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Waverley, our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, in the event that we seek such a business combination, we expect that the independent and disinterested members of our board of directors would be involved in the process for considering, and approving the transaction. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a target business on our behalf, nor have they had any discussions regarding possible target businesses on our behalf among themselves or with our underwriters or other advisors. We have not contacted any prospective target business nor had any substantive discussions, formal or otherwise, with any business combination target. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Waverley, in the ordinary course of its business, is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but none has been contacted by us or on our behalf, and Waverley has no such obligation to refer any opportunity to us. In addition, Waverley and certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of Waverley or our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, he, she or it may be required to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Waverley and our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are Table of Contents seeking an initial business combination. As a result, Waverley and our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. We may also, at our option, pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity. Risk Factors Summary Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled Risk Factors immediately following this prospectus summary. These risks include, but are not limited to, risks associated with: being a newly incorporated company with no operating history and no revenues; our ability to complete our initial business combination, including risks arising from the uncertainty resulting from the COVID-19 pandemic; our public shareholders ability to exercise redemption rights; the requirement that we complete our initial business combination within the prescribed time frame; the possibility that NYSE may delist our securities from trading on its exchange; being declared an investment company under the Investment Company Act; complying with changing laws and regulations; our ability to select an appropriate target business or businesses; the performance of the prospective target business or businesses; the pool of prospective target businesses available to us and the ability of our officers and directors to generate a number of potential business combination opportunities; the issuance of additional Class A ordinary shares in connection with a business combination that may dilute the equity interests of our shareholders; the incentives to Waverley, our sponsor, officers and directors to complete a business combination to avoid losing their entire investment in us if our initial business combination is not completed; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; Waverley and its affiliates manage a number of funds, separate accounts and other investment vehicles that may compete with us for business combination opportunities; our success in retaining or recruiting, or making changes required in, our officers, key employees or directors following our initial business combination; our ability to obtain additional financing to complete our initial business combination; our ability to amend the terms of public warrants in a manner that may be adverse to the holders of public warrants; Table of Contents our ability to redeem your unexpired public warrants prior to their exercise; our public securities potential liquidity and trading; and provisions in our amended and restated memorandum and articles of association and Cayman Islands law. Corporate Information Our executive offices are located at 535 Ramona Street, Suite #8, Palo Alto, CA 94301 and our telephone number is (650) 308-9907. Upon completion of this offering, our corporate website address will be www.waverleycorp1.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to invest in our securities. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (as amended) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Table of Contents Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001849582_science_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001849582_science_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b61feca313a43a1b99d7756c7ce9a3f418684089
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001849582_science_prospectus_summary.txt
@@ -0,0 +1 @@
+summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Science Strategic Acquisition Corp. Bravo is a newly incorporated blank check company, incorporated as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any industry or geographic location (subject to certain limitations described in this prospectus), we intend to focus our search for a target business that capitalizes on our sponsor s sector expertise, network and experience. Definitions Unless otherwise stated in this prospectus or the context otherwise requires, references to: "amended and restated certificate of incorporation" are to our amended and restated certificate of incorporation to be in effect upon completion of this offering; "directors" are to our current directors and our director nominees named in this prospectus; "founder shares" are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering and shares of our Class A common stock that will be issued upon the conversion thereof as provided herein; "initial stockholders" are to our sponsor and the other holders of our founder shares prior to this offering (if any); "letter agreement" are to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; "management" or our "management team" are to our directors and officers; "common stock" are to shares of our Class A common stock and our Class B common stock; "private placement warrants" are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; "public stockholders" are to the holders of our public shares, including our sponsor, directors and officers to the extent our sponsor, directors or officers purchase public shares, provided their status as a "public stockholder" shall only exist with respect to such public shares; "public shares" are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "Science" and "Science Partners Management" are to Science Partners Management, LLC, a Delaware limited liability company and its affiliates d/b/a "Science Inc."; "sponsor" are to SSAC Bravo Sponsor, LLC, a Delaware limited liability company and an affiliate of Science Partners Management; "warrants" are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and "we," "us," "our" our "company" and "SSACB" are to Science Strategic Acquisition Corp. Bravo, a Delaware corporation. THE OFFERING In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled "Risk Factors" of this prospectus. Securities offered 20,000,000 units (or 23,000,000 units if the underwriter s over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one share of our Class A common stock; and one-fourth of one redeemable warrant Proposed Nasdaq symbols Units: "SCIBU" Shares of our Class A common stock: "SCIB" Warrants: "SCIBW" Trading commencement and separation of shares of our Class A common stock and warrants The units will begin trading on or promptly after the date of this prospectus. The shares of our Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of our Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of our Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED July 16, 2021 PRELIMINARY PROSPECTUS $200,000,000 Science Strategic Acquisition Corp. Bravo 20,000,000 Units Science Strategic Acquisition Corp. Bravo is a newly incorporated blank check company, incorporated as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any industry or geographic location (subject to certain limitations described in this prospectus), we intend to focus our search for a target business operating in the direct-to-consumer brands, direct-to-consumer-services and mobile and social entertainment sectors. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have also granted the underwriter a 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding shares of our Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we have not completed our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law and as further described herein. Our sponsor, SSAC Bravo Sponsor, LLC, a Delaware limited liability company (which we refer to as our "sponsor" throughout this prospectus), has committed to purchase an aggregate of 3,500,000 warrants (or 3,800,000 warrants if the underwriter s over-allotment option is exercised in full) at a price of $2.00 per warrant ($7,000,000 in the aggregate or $7,600,000 in the aggregate if the underwriter s over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each private placement warrant entitles the holder thereof to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as provided herein. Our initial stockholders currently hold 5,750,000 shares of our Class B common stock (which we refer to as "founder shares" as further described herein), up to 750,000 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised. The shares of our Class B common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of our Class A common stock, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the shares of our Class B common stock will convert into shares of our Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of our Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of our Class A common stock issuable upon conversion of all shares of our Class B common stock will equal, in the aggregate, 20% of the sum of all shares of our Class A common stock issued and outstanding upon the completion of this offering, plus all shares of our Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination. Prior to our initial business combination, holders of shares of our Class B common stock will have the right to appoint all of our directors and may remove members of the board of directors for any reason. On any other matter submitted to a vote of our stockholders, holders of shares of our Class B common stock and holders of shares of our Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. Prior to this offering, there has been no public market for our units, shares of our Class A common stock or warrants. We have applied to list our units on the Nasdaq Capital Market ("Nasdaq") under the symbol "SCIBU" on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The shares of our Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the "SEC") containing an audited balance sheet of the company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities constituting the units begin separate trading, we expect that the shares of our Class A common stock and warrants will be listed on Nasdaq under the symbols "SCIB" and "SCIBW," respectively. We are an "emerging growth company" and a "smaller reporting company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See "Risk Factors" beginning on page 25. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, Before Expenses, to Us Per Unit $10.00 $0.55 $9.45 Total $200,000,000 $11,000,000 $189,000,000 (1)Includes $0.35 per unit, or $7,000,000 (or $8,050,000 if the underwriter s over-allotment option is exercised in full) in the aggregate, payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. Does not include certain fees and expenses payable to the underwriter in connection with this offering See also "Underwriting" for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200.0 million, or $230.0 million if the underwriter s over-allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriter is offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2021. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Sole Book-Running Manager Credit Suisse The date of this prospectus is , 2021 Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise their over-allotment option and the forfeiture by our sponsor of 750,000 founder shares. Our Company SSACB is mission-driven to create value for innovative companies that are redefining the consumer technology landscape. We are led by the founders of Science, a data-driven investment firm focused on investment opportunities driven by shifting consumer behaviors and the technologies that enable them. We believe our founders operational experience and entrepreneurial instincts will allow us to spot emerging trends, inflection points, and societal shifts that lay the groundwork for disruptive themes across our sectors of focus, which include: Direct-to-Consumer ("D2C") Brands D2C Services & Marketplaces Mobile & Social Entertainment With decades of experience investing, developing and scaling disruptive companies, Science has forged deep networks and a best-in-class reputation across our areas of focus. We believe our founders extensive network of relationships within the ecosystem of our target sectors will provide SSACB with a competitive advantage in sourcing a compelling initial business combination target. In addition, we believe our founders and our board of directors expertise across our target sectors, as well as our founders experience in helping to build and accelerate the growth of other companies, will make us an attractive partner for potential business combination targets. Underpinning this deep sector expertise and network is a data-focused philosophy that is at the core of Science s success. Holding true to its name, the firm is maniacally focused on data and executes a disciplined, scientific framework focused on key metrics that drive growth and long-term value. Collectively our founders have executed more than $5 billion in exits, which we believe underscores the depth of our founders expertise and the value of our data-driven investment philosophy. Our founders will bring that rigor to SSACB, creating a distinct advantage as we evaluate potential business combination opportunities and focus on value-enhancing initiatives post-combination to drive the combined company to its next stage of growth. Science Founded in 2011, Science is a venture fund poised to fuel the next generation of disruptive consumer technology companies. Science identifies entrenched markets and societal shifts, and invests in disruptive companies with new ideas and highly focused teams in distinct industries: Consumer Brands, Marketplace Services, and Entertainment. With decades of combined experience and nine years of work together, the Science team includes operators and investors who have helped build and scale successful companies. Our founders have collectively, including through Science, executed over $5 billion in exits. A few notable exits include the following: Dollar Shave Club: Dollar Shave Club is a subscription-based D2C company focused on providing personal grooming products. The Company was acquired by Unilever in 2016, making it the first D2C company to be acquired for over $1 billion. Ring: Ring is a provider of smart-home solutions including connected security devices. Ring was acquired by Amazon for over $1 billion in 2018. Maker Studios: Acquired by Disney in 2014 for over $500 million, Maker Studios is a multi-channel network delivering short-form, digital content on YouTube. PlutoTV: Acquired by Viacom for $340 million in 2019, PlutoTV is an ad-supported video streaming service that offers diverse programming for free. DogVacay: DogVacay is an online services marketplace that connects dog owners with providers of dog-boarding services. DogVacay was acquired by Rover in 2017. Separate trading of the shares of our Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the shares of our Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet of the company reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriter s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter s over-allotment option. Units: Number issued and outstanding before this offering 0 Number issued and outstanding after this offering 20,000,000(1) Shares of common stock: Number issued and outstanding before this offering 5,750,000(2)(3) Number issued and outstanding after this offering 25,000,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 3,500,000(1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 8,500,000(1) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of our Class A common stock, subject to adjustment as provided herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-fourth of one redeemable warrant, with each whole warrant exercisable for one share of our Class A common stock, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, which we believe will make us a more attractive business combination partner for target businesses. Today, Science s portfolio includes interests in notable D2C companies such as Grove Collaborative, Liquid Death, MeUndies, Empirical Spirits, Arrive Outdoors, Wealthfront and Medium, along with high-growth mobile and social entertainment platforms such as PlayVS, Mammoth Media, Pray and more. As of the date of this prospectus, SSACB has neither engaged in discussions, nor entered into any preliminary agreements with any such D2C companies. Science is driven by data above all else, a philosophy which has led to its successful track record. Science s funds are paired with its Startup Studio, which provides the Science team with unprecedented data access to underwrite each dollar deployed. Science is uncompromising in its data-driven and unbiased approach to identifying the next generation of disruptive companies, regardless of founder pedigree or network. As a testament to this distinct investment philosophy, Science has backed numerous founders of diverse backgrounds. Science s 2017 fund has deployed 65% of its capital to minority and under-represented founders, with nearly a quarter of the fund invested in black founders. Science was founded by Michael Jones, Peter Pham, Tom Dare and Greg Gilman. Michael Jones is a long-time entrepreneur who founded his first successful Internet company in college and, since then, has founded, built and sold numerous online, consumer and mobile businesses. Peter Pham has an extensive network in Silicon Valley with relationships ranging from the largest global conglomerates to the smallest startups. Drawing on the experience and networks of Michael and Peter, and a dynamic leadership team with complementary abilities, the firm has created a platform that leverages data to identify investment opportunities, drive growth and improve portfolio company operational performance. SSACB Founders Our management team is led by Michael Jones, Chairman of our board of directors and our Chief Executive Officer, and Peter Pham, our President and one of our directors, and includes Greg Gilman, Tom Dare, Priscilla Guevara and April Henry. Michael Jones As a founder of Science, Mike leverages his operational expertise and keen entrepreneurial talent to help founders scale highly profitable and successful businesses. Under Mike s leadership, Science develops predictive strategies for portfolio companies, and the firm overall, that tap into future societal shifts and disrupt entrenched markets. He was one of the earliest investors to see the potential of the D2C e-commerce model and brought Dollar Shave Club into Science to incubate it. Dollar Shave Club went on to be acquired by Unilever for $1 billion, making it the first ever billion dollar exit for a D2C brand. A longtime Internet executive, entrepreneur, and strategic adviser, Mike has spent his career growing businesses ranging from early stage startups to private equity-backed assets to public media companies. Mike s ability to predict the next shift extends beyond his work at Science to when he served as the CEO of MySpace. In his role at MySpace he foresaw the impact of social influence over software, a predictive strategy he also leveraged as CEO of Userplane (acquired by AOL), and in the investment of HouseParty (acquired by Epic Games) and angel investment in Maker Studios (acquired by Disney). Mike s work with Mammoth Media, Hello Society and Famebit also highlights how he spotted the future of content and built these brands to thrive at the onset of GenZ as content consumers and influencer takeover. With his experience and expertise investing in and guiding both large and small companies, Mike focuses on strategy, growth, and operational efficiency, which have resulted in over $2 billion in exits. Peter Pham A relentless learner and meaningful builder, Peter Pham has partnered with both underdogs and legendary founders to build some of the biggest companies in technology. Since the beginning of his career, Peter has assembled a substantial network in Silicon Valley, cross-pollinating industries, services, personalities, and products. His network brought D2C beverage company Liquid Death into Science. Liquid Death has grown faster in its first two years than other notable beverages such as Red Bull and is currently the fastest growing water brand in Whole Foods. Peter has had more than $2.5 billion in exits and raised over $600 million in capital across different early-stage startups from top Silicon Valley investors. Peter s other seed stage angel investments and advising outside of Science include Tala (raised $800 million in 2019), Tonal (raised $110 million in September 2020), Ustream.tv (sold for $180 million), Scopely (valued at $3.3 billion), Kabam (sold for over $1 billion) and Ring (sold for $1 billion). Prior to Science, Peter was the VP of Business Development at Photobucket, where, as part of the founding team, he drove growth to 61 million users and led its $300 million sale to Fox Interactive Media, a division of NewsCorporation, in 2007. Prior to Photobucket, Peter was the co-founder & CEO of BillShrink/TruAxis, which was acquired by MasterCard in 2012. Exercise price $11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of shares of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under "Redemption of warrants when the price per share of our Class A common stock equals or exceeds $18.00" and "Redemption of warrants when the price per share of our Class A common stock equals or exceeds $10.00" will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under "Redemption of warrants when the price per share of our Class A common stock equals or exceeds $10.00" will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Tom Dare Tom leads fund and portfolio operations for Science, tapping into his more than 20 years of experience building and managing Internet companies through startup, growth, turnaround stages and entering public markets. His keen eye for identifying what the future of work will look like shows up regularly in his modern and mobile approach to portfolio construction. He is also currently on the boards of PlayVS and Empirical. Prior to Science, Tom served as the VP of Business Intelligence for MySpace and was the chief operating officer of Tsavo Media, an online publishing network of more than 400 owned and operated sites. Tom s experience in the public sphere stems from spending four years in charge of strategic development for Spark and financial planning and analysis ("FP&A") for Spark s consumer website, serving 25 million customers with growth through multiple acquisitions, where he also prepared roadshow and analyst presentations for its listing on the New York Stock Exchange ("NYSE") listing and private equity investment. Prior to Spark, Tom was part of the founding management team at Move (NASDAQ: MOVE), an online real estate listing service serving consumers and brokers that was acquired by News Corp. At Move, Tom also managed Move s FP&A and consumer website, from its early stages through its initial public offering, including 11 acquisitions worth $1.25 billion in stock and cash, and prepared analyst and road show materials to support Move s $140 million initial public offering and $913 million follow-on offering. Greg Gilman Greg has more than 20 years of relevant experience as an executive, entrepreneur, investor, and attorney and is responsible for developing the firm s resilient structure. His unique background lends itself well to the oversight of the firm s investments in regulated industries, such as Fintech/Financial Services and Healthcare. Over the course of his career, he also has been an active angel investor or advisor to dozens of companies, including DocStoc (acquired by Intuit), Tsavo Media (acquired by Cybermedia), Userplane (acquired by AOL), Maker Studios (acquired by Disney), PlutoTV (acquired by Viacom), Scopely, and ZipRecruiter. Greg saw the potential in digital assets long before the topic was mainstream. Drawing on his legal and financial services background, Greg architected the sale of one of the world s first compliant digital securities in order to raise capital for the Science Blockchain incubator, and he is now recognized as a global thought leader on digital assets. His experience as a pioneer in digital assets provides him with invaluable insight as he helps shepherd Science s investment in Protego Trust Company, a de novo financial institution with a unique charter enabling it to provide a comprehensive suite of digital asset-related services to institutional clients. As the Executive Chair of Protego, he has worked extensively with financial regulators to create appropriate policies and procedures for the custody, trading, and compliant reporting of digitally native assets. He also is the Co-Founder and Executive Chair of RxVantage, a healthcare data and informatics company that intelligently connects healthcare providers with life science experts as needed, which is currently used by the sales representatives of every major life sciences company and has been named one of the top 10 medical practice solutions providers in the United States. Priscilla Guevara Priscilla is currently the Global Head of Investor Relations of Science, where she leads LP relations, communications and marketing, and events across Science s funds. Additionally, she leads the structuring and capital formation efforts for Science s special purpose vehicles and new opportunity vehicles. Prior to Science, Priscilla served as an investor at ZX Ventures (Anheuser-Busch s consumer venture capital arm). With ZX Ventures, Priscilla oversaw its technology platform, which included global deals in the supply chain and logistics and marketing/adtech space, among others. Additionally, she was an investor in sustainable assets on behalf of family offices, and led strategy and operations at SevenRooms and business development at Whispr Group. In addition, in 2002, she started her early international experience on Wall Street focusing on asset management, capital markets, and regulatory at Sumitomo Mitsui, Neuberger Berman/Lehman, and JCAM/Moore Capital. She is currently the Chair of the Senior Women in Private Equity Group (West Coast Chapter) and an Active Member of 100 Women in Finance. She is also currently on the Development Committee of the James Beard Foundation, having previously served on the board of The Leukemia & Lymphoma Society (NYC Chapter) as the Chair of Society Ties, its young professionals group. Exercise period The warrants will become exercisable 30 days after the completion of our initial business combination; provided that we have an effective registration statement under the Securities Act covering the issuance of the shares of our Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under "Redemption of warrants when the price per share of our Class A common stock equals or exceeds $10.00"). We have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the issuance of the shares of our Class A common stock issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of our Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if shares of our Class A common stock are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they do not satisfy the definition of a "covered security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per share of our Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon not less than 30 days prior written notice of redemption to each warrant holder; and if, and only if, the last reported sale price of shares of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the "Reference Value") equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities—Redeemable Warrants—Public Stockholders Warrants—Anti-dilution Adjustments"). April Henry April is currently the Head of Corporate Development for Science. April is also a Special Advisor to WPP founder, Sir Martin Sorrell s S4 Capital, PLC. Previously, April sat on the board of directors of cmorq, Inc, the leading real-time digital asset audit and analytics platform billed as "Plaid for blockchain" and recently recognized as a CNBC Upstart 100 company, and she served as an observer on the board of directors of Kensho Technologies (acquired by S&P Global) and as the chairman of the board of directors of Flirtic, Inc., a mobile dating platform in Europe. In October 2018, April became the Founder & Managing Partner of Hawkeye Digital, LLC, a consultancy focused on driving revenue growth, core decision-making and business transformation for companies at critical points in their growth cycle. In this capacity, she advises and consults with a range of business types around the world, from early strategic business planning and equity fundraising stages to more developed businesses within incubators, investment funds, corporate digital studios and beyond, running the gamut of the digital media, e-commerce, emerging healthcare, wellness and consumer sectors. Also in October 2018, April became the co-founder and Chief Revenue Officer for EQUELL, Inc., an early stage digital wellness and rewards platform that launched in June 2019. In this role, she oversaw business development partnerships, marketing, digital advertising, e-commerce, recruitment and strategy. April continues to serve as a strategic advisor to EQUELL. From 2016 to 2018, April was the Senior Vice President of Business Development for the world s leading business news network, CNBC, LLC, where she sat on the NBCUniversal Management Committee and was a founding member of the CNBC Diversity Council. From 2011 to 2015, April served as a Vice President at Yahoo, Inc. in leadership roles encompassing a range of responsibilities including strategy, corporate development, mergers & acquisitions in the U.S. and Europe, leading its Alibaba investment s board support and recapitalization team, as well as human resources and organizational transformation. In this role, she developed and led the M&A Deal Review Committee s operations for the CEO and Chief Development Officer of Yahoo. This followed nearly five years at News Corporation from 2006 to 2011, in Europe and the U.S. developing strategic board presentations, investments, acquisitions, joint ventures and business development partnerships at News Europe, Fox Interactive and MySpace. Prior to that, from 2005 to 2006, April Henry was an investment associate at Index Ventures in its London, U.K. office. April s corporate experience began with 11 years at Morgan Stanley, Inc. from 1994 to 2005 in global operations then as a technology and telecommunications equity research analyst responsible for both lead and joint stock coverage as well as research support for initial public offerings and secondary transactions. Our Market Opportunity D2C Brands We will focus on identifying businesses within the D2C sector, which we believe is the future of commerce. Digital ubiquity, driven by the proliferation of mobile devices, has changed the way consumers discover, compare and engage with brands. As consumers become more discerning and have more information at their fingertips than ever before, they no longer simply default to legacy consumer brands found in the aisles of brick-and-mortar retail chains. Instead, we believe consumers increasingly look for companies with which they can have a direct connection, that speak to them and reflect their values. We believe the convergence of these secular trends will unlock massive opportunities for innovative, nimble D2C brands. We believe companies that capitalize on emerging trends, create authentic connections with their customers, and provide value-driven offerings are poised to disrupt massive legacy players. Shifting drivers of value creation have been demonstrated by companies such as Dollar Shave Club, Bonobos, Everlane, Glossier, Warby Parker and The Honest Company, among others, that have embraced and prioritized disruptive technology and consumer engagement. Additionally, we expect that leading emerging consumer brands will take hold of a strategy for omni-channel distribution and growth over time. D2C Services & Marketplaces D2C services and marketplaces continue to be on the rise, allowing more individuals to provide services to their consumers, from those in local communities to across the globe. These marketplaces create central, trusted destinations and provide value-added services, making it easier than ever to complete service transactions, many with increasing value and complexity. We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of our Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of our Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as described below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per share of our Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under "Description of Securities—Redeemable Warrants—Public Stockholders Warrants" based on the redemption date and the "fair market value" of shares of our Class A common stock (as defined below) except as otherwise described in "Description of Securities—Redeemable Warrants—Public Stockholders Warrants"; if, and only if, the Reference Value (as defined above under "Redemption of warrants when the price per share of our Class A common stock equals or exceeds $18.00") equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities—Redeemable Warrants—Public Stockholders Warrants—Anti-dilution Adjustments"); and if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities—Redeemable Warrants—Public Stockholders Warrants—Anti-dilution Adjustments"), the private placement warrants must also concurrently be called for redemption on the same terms as the outstanding public warrants, as described above. Talent and skill marketplaces have fueled the gig economy allowing millions to generate or supplement their primary income. Fiverr, the online marketplace for freelance services, is an example of the sector s overall success. Post-COVID, we believe these marketplaces will become more relevant than ever as at-home education and remotely provided health services will become increasingly prevalent and widely adopted. Mobile & Social Entertainment Mobile devices have redefined the digital ecosystem and we believe "connected time" will only continue to grow. Ubiquitous connectivity and increasingly powerful smartphones have changed how we consume content and have changed the way we relate to technology and, importantly, with each other. We believe companies that tap into the following disruptive trends will become leaders in mobile and social entertainment in the next decade: Micro-community and social platforms that allow more genuine connections between like-minded individuals; Entertainment and content experiences that grab minutes instead of hours; Products that can satiate micro-entertainment needs with satisfying content and new formats; Premium online services aggregating curated content for specific audiences; and Platforms that utilize mobile devices to increase user happiness and social connection. Our Mission We believe the future success of the capital markets for companies in our sectors of focus is dependent on new company formation, the sustainability of robust private market funding and an increased willingness of private consumer technology companies to become publicly traded and, therefore, become accessible to a broader universe of investors who can benefit from their disruptive technology, consumer engagement strategies and growth. Our mission is to create an alternative path to a traditional initial public offering for disruptive and agile companies to achieve their long-term objectives and overcome key deterrents to becoming public. By leveraging our extensive operational experience and network, we believe we can provide a number of significant benefits to potential targets and public market investors that can potentially lead to attractive long-term risk-adjusted returns in the public markets. These benefits include, but are not limited to, the following: Knowledgeable Investment Partners: With over 50 years of combined experience with large corporations and investing in and developing high-growth companies, the Science team identifies areas of opportunistic market expansion in legacy industries that we believe are ripe for disruptive technologies and the value-added, data-driven approach that our founders have developed. Data-Driven Playbook: Our team is focused on rapidly and thoroughly identifying resilient business models through the rigorous use of data. The Science team extensively tests its investment thesis before making any investment with internally-built tools. These tools are applied to understand and measure key performance indicators and uncover hidden value. We believe our business acumen combined with our data-driven approach leads us to invest earlier and smarter. Uncovering Founder Talent and Matching Investment Themes with Our Expertise: Through our reputation and network, we believe we can attract the next set of disruptive companies and CEOs. Furthermore, our uncompromising approach towards data-driven, unbiased investing has led us to uncover talent from all backgrounds. Across Science s current funds, we have brought in founders from Detroit, Atlanta, Philadelphia, Nashville, Brazil, France and beyond, and we invested 65% of our last fund into minority and under-represented founders. Our Acquisition and Value Creation Strategy We intend to source and pursue potential targets that we believe will benefit from our management team s unique expertise, which we intend to leverage to augment the value of the business following the completion of the initial business combination. The "fair market value" of shares of our Class A common stock for the above purpose shall mean the volume weighted average price of shares of our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of our Class A common stock per warrant (subject to adjustment). No fractional shares of our Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of our Class A common stock to be issued to the holder. Please see the section entitled "Description of Securities—Redeemable Warrants—Public Stockholders Warrants" for additional information. Founder shares In March 2021, our sponsor subscribed for an aggregate of 5,750,000 shares of our Class B common stock, par value $0.0001 per share, for an aggregate purchase price of $25,000, or approximately $0.004 per share. In March 2021, our sponsor transferred 40,000 founder shares to each of Jeff Bonforte, Bernard Kim and Colette K. Taylor, our independent director nominees. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of these founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. Our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). If we increase or decrease the size of this offering, we will effect a stock dividend or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our founder shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20% of our issued and outstanding shares of common stock upon the consummation of this offering. Up to 750,000 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised. Science sources, indexes and tracks over 500 private deals a year in the consumer space across all stages of business evolution, which we believe will provide us with specialized insight into value creation in the D2C market: Science Studio Intelligence: Our management team has significant hands-on experience helping D2C companies build, scale and optimize their existing and new growth initiatives by exploiting insights from high-fidelity data that generally does not exist at the earliest stages of companies. Science s internally-built tools are used to understand concept validation and measured key performance indicators through the lifecycle of a company. Further, we intend to share best practices and key learnings, gathered from Science s operating and investment experience, as well as strong relationships in the consumer sector, to help shape corporate strategies as consumers shift. Network, Pipeline and Proactive Outreach: Having operated and invested in leading global consumer companies across their corporate life cycles, our management team has developed deep relationships with key large multi-national organizations and investors. These relationships, together with our management team s expertise, present a significant opportunity to help drive strategic dialogue, access new customer relationships and achieve success at all stages of business evolution. The selection and underwriting process for our initial business combination will leverage our team s relationships with leading seasoned serial founders, executives of private and public companies, investors and universities, in addition to the extensive industry and geographical reach of Science s platforms, which we believe will provide us with a key competitive advantage in sourcing potential business combination targets. Given our profile and Science s thematic approach, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, in particular founders of, and investors in, other private and public consumer companies in our networks from more than 25 years of relationships with major consumer digital and commerce companies. We also believe that Science s reputation, experience and track record of making investments in the consumer industry will make us a preferred partner for these potential targets. Consistent with our strategy, we have identified the following criteria to evaluate prospective target businesses. We believe Science s search for a target will be differentiated and targeted on the areas in which our team has expertise in driving business transformations and creating value for investors: D2C Brands, D2C Services & Marketplaces and Mobile & Social Entertainment. We may, however, decide to enter into our initial business combination with a target business that does not meet these criteria if we believe such business presents a compelling investment opportunity and can benefit from our value-add strategy. We intend to seek to acquire companies that we believe will have the following target entry characteristics: Fundamentally good business in need of transformation; Competitive moat with a strategic reason to exist; Opportunity to drive profitable growth; Revenue visibility, with current or potential for strong free cash flow generation; and Opportunity for strong leadership team to unlock value through operational and/or strategic changes. Science will employ its approach guided by mission-driven founders, strong data metrics, disruptive sectors, shift in consumer behaviors, location and yield expectations, which may include opportunities for any of the following: Organic and inorganic growth; Margin improvement; Portfolio optimization; Improved management discipline and oversight; and Focus on shareholder value. We may use other criteria as well. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into an initial business combination with a target business that does not meet the above criteria, we will disclose that fact in our shareholder communications related to the acquisition. As discussed elsewhere in this prospectus, this would be in the form of proxy solicitation materials that we would file with the SEC or tender offer documents. The founder shares are identical to the shares of our Class A common stock included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our initial stockholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive: (1) their redemption rights with respect to any founder shares and public shares held by them, as applicable, in connection with the completion of our initial business combination; (2) their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (3) their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering or during any extended time that we have to consummate a business combination beyond 24 months as a result of a stockholder vote to amend our certificate of incorporation (an "Extension Period") (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our initial stockholders, directors and officers have agreed to vote any founder shares and public shares held by them in favor of our initial business combination. As a result, in addition to the founder shares, we would need 7,500,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,250,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 20,000,000 public shares included in the units sold in this offering to be voted in favor of an initial business combination in order to have such initial business combination approved; the founder shares will automatically convert into shares of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and the founder shares are entitled to registration rights. Additional Disclosures Our Acquisition Process We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Certain members of our management team are employed by Science Partners Management or one of its affiliates. Science Partners Management is continuously made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted, or had any discussions, formal or otherwise with, any prospective target business with respect to a business combination transaction with us. Our search for a business combination, ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus ("COVID-19") outbreak. See "Risk Factors—Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak and the status of debt and equity markets." All of our officers and certain of our directors have fiduciary and contractual duties to Science Partners Management and to certain companies in which it has invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Delaware law, none of the members of our management team who are also employed by our sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. In particular, each of our officers and Mr. Gilman are actively engaged in Science Strategic Acquisition Corp. Alpha ("SSACA"), a special purpose acquisition company that completed its initial public offering in January 2021, and Science Strategic Acquisition Corp. Charlie ("SSACC"), a special purpose acquisition company that is currently in registration with the SEC. SSACA and SSACC, like us, intend to pursue an initial business combination with a company in the D2C brands, D2C services or mobile and social entertainment sectors, but may pursue initial business combination targets in any businesses or industries. SSACA has until January 2023 to do so (absent an extension in accordance with its charter) and SSACC s timeline is dependent on the successful completion of its initial public offering. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Delaware law and any other applicable fiduciary duties. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. For more information, see the section entitled "Management—Conflicts of Interest." Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Delaware law. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See "Risk Factors—Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented." Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination; and (B) subsequent to our initial business combination (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except with respect to permitted transferees as described herein under "Principal Stockholders—Transfers of Founder Shares and Private Placement Warrants"). Any permitted transferees would be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Founder shares conversion and anti-dilution rights As of the date of this prospectus, we have 5,750,000 shares of our Class B common stock, par value $0.0001 per share, issued and outstanding. The shares of our Class B common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of our Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the shares of our Class B common stock will convert into shares of our Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of our Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of our Class A common stock issuable upon conversion of all shares of our Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of all shares of common stock issued and outstanding upon the completion of this offering plus all shares of our Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination. The term "equity-linked securities" refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially adversely affect our ability to identify and pursue business combination opportunities or complete our initial business combination. You should not rely on the historical record of our founders and management s performance as indicative of our future performance. See "Risk Factors—Past performance by our management team and their respective affiliates may not be indicative of future performance of an investment in the company." Initial Business Combination Nasdaq rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). We refer to this as the 80% of net assets test. If our board of directors is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Although we may purchase multiple businesses in related industries in connection with our initial business combination, we do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Appointment of directors; Voting rights Prior to the consummation of our initial business combination, only holders of shares of our Class B common stock will have the right to vote on the election of directors. Holders of our Class A common stock will not be entitled to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved by the holders of at least 90% of our common stock voting at a stockholder meeting. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by applicable law or stock exchange rule, holders of shares of our Class A common stock and holders of shares of our Class B common stock will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed to purchase an aggregate of 3,500,000 warrants (or 3,800,000 warrants if the underwriter s over-allotment option is exercised in full) at a price of $2.00 per warrant ($7,000,000 in the aggregate or $7,600,000 in the aggregate if the underwriter s over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Corporate Information We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of common stock that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to "emerging growth company" will have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares of common stock held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our shares of common stock held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. We are a Delaware corporation incorporated on February 22, 2021. Our executive offices are located at 1447 2nd St, Santa Monica, CA 90401 and our telephone number is (310) 393-3024. Upon completion of this offering, our corporate website address will be www.science-inc.com/ssab. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see "Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419." You should carefully consider these and the other risks set forth in the section entitled "Risk Factors" included elsewhere in this prospectus. Summary Risk Factors Our company is subject to numerous risks described in the section entitled "Risk Factors" and elsewhere in this prospectus. You should carefully consider these risks before making an investment. Some of these risks relating to our business objectives, our organization and structure and this offering include: We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. If we seek stockholder approval of our initial business combination, our initial stockholders, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. Each private placement warrant is exercisable to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. For a portion of the purchase price, private placement warrants may be exercised only for a whole number of shares. If we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will not be redeemable by us (except as described above under "Redemption of warrants when the price per share of our Class A common stock equals or exceeds $10.00") so long as they are held by our sponsor or its permitted transferees. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Our sponsor, as well as its permitted transferees, have the option to exercise the private placement warrants on a cashless basis. Transfer restrictions on private placement warrants The private placement warrants (including the shares of our Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under "Principal Stockholders—Transfers of Founder Shares and Private Placement Warrants." Proceeds to be held in trust account The rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $207,000,000 in proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, or $237,600,000 if the underwriter s over-allotment option is exercised in full, $200,000,000 ($10.00 per unit), or $230,000,000 ($10.00 per unit) if the underwriter s over-allotment option is exercised in full (including $7,000,000 (or $8,050,000 if the underwriter s over-allotment option is exercised in full) in deferred underwriting commissions), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and $3.0 million will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The funds in the trust account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries. Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of such business combination. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak and other events and the status of debt and equity markets. We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public "float" of our securities. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless. We may have limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company. We may be able to complete only one business combination with the proceeds of this offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. We are dependent upon our directors and officers and their departure could adversely affect our ability to operate. Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous. Our directors and officers will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Our directors, officers, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. Based upon current interest rates, we expect the trust account to generate approximately $200,000 of interest annually (assuming an interest rate of 0.10% per year). Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,500,000 in working capital after the payment of approximately $1,500,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or any of their respective affiliates or other third parties, although they are under no obligation to loan funds to, or otherwise invest in, us; and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares and/or warrants, potentially at a loss. Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a "group" of stockholders are deemed to hold in excess of 15% of the shares of our Class A common stock, you will lose your ability to redeem all such shares in excess of 15% of shares of our Class A common stock. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Nasdaq rules require that an initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). Although we may purchase multiple businesses in related industries in connection with our initial business combination, we do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Notwithstanding the foregoing, if we are not then listed on Nasdaq for any reason, we would no longer be required to meet the foregoing 80% of net assets test. If our board of directors is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test; provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Permitted purchases and other transactions with respect to our securities If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Any such price per share may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, officers, advisors or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, our sponsor, directors, officers, advisors or any of their respective affiliates are under no obligation or duty to do so and they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. Such persons will be subject to restrictions in making any such purchases when they are in possession of any material non-public information or if such purchases are prohibited by Regulation M under the Exchange Act. See "Proposed Business—Permitted purchases and other transactions with respect to our securities" for a description of how our sponsor, directors, officers, advisors or any of their respective affiliates will select which stockholders to enter into private transactions with. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our sponsor, directors, officers, advisors or any of their respective affiliates will be restricted from making any purchases if such purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (1) in connection with a general meeting called to approve the business combination or (2) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding shares of common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by applicable law or stock exchange listing requirement or we choose to seek stockholder approval for business or other reasons. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our shares of common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration. If we seek stockholder approval, unless otherwise required by applicable law, regulation or stock exchange rules, we will complete our initial business combination only if a majority of the shares of common stock voted are voted in favor of our initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Shares held by our initial stockholders, officers and directors will be included in determining the presence of a quorum and have agreed to vote any founder shares and any public shares held by them in favor of our initial business combination. We expect that at the time of any stockholder vote relating to our initial business combination, our initial stockholders and their permitted transferees will own at least 20% of the issued and outstanding shares of our common stock entitled to vote thereon. As a result, in addition to the founder shares, we would need 7,500,001, or 37.5% (assuming all issued and outstanding shares are voted and the option to purchase additional units is not exercised) or 1,250,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 20,000,000 public shares included in the units sold in this offering to be voted in favor of a transaction in order to have such initial business combination approved. These quorum and voting thresholds and agreements may make it more likely that we will consummate our initial business combination. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 (so that we do not then become subject to the SEC s "penny stock" rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for working capital or other general corporate purposes; or (3) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of common stock submitted for redemption will be returned to the holders thereof. Tendering stock certificates in connection with a tender offer or redemption rights We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Redemption rights in connection with proposed amendments to our certificate of incorporation Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity (including the requirement to fund the trust account and not release such amounts except in specified circumstances and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of at least 65% of our common stock, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock. In all other instances (other than the election of directors), our amended and restated certificate of incorporation will provide that it may be amended by holders of a majority of our common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law (the "DGCL") or applicable stock exchange rules. Prior to an initial business combination, we may not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation or on our initial business combination or that would entitle holders thereof to receive funds from the trust account. Our initial stockholders, who will beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), may participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they may choose. Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals), divided by the number of then outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be disbursed directly by the trustee or released to us to pay amounts due to any public stockholders who properly exercise their redemption rights as described above under "Redemption rights for public stockholders upon completion of our initial business combination," to pay the underwriter its deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of this offering to complete our initial business combination. If we have not completed our initial business combination within such 24-month period or during any Extension Period, we will: (1) cease all operations except for the purpose of winding up (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period or during any Extension Period. Our initial stockholders have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period. However, if our initial stockholders acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time frame. The underwriter has agreed to waive its rights to its deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within the allotted time frame and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their public shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by us to our sponsor, directors or officers, or our or any of their respective affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; payment to an affiliate of our sponsor of a total of $10,000 per month for office space, administrative and support services; reimbursement for any out-of-pocket expenses related to identifying, investigating, pursuing and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our directors and officers to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants at a price of $2.00 per warrant at the option of the lender. These payments may be funded using the net proceeds of this offering and the sale of the private placement warrants not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, directors or officers, or our or any of their respective affiliates. Audit committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled "Management—Committees of the Board of Directors—Audit Committee." Conflicts of interest All of our officers and certain of our directors have fiduciary and contractual duties to Science Partners Management and to certain companies in which it has invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Delaware law, none of the members of our management team who are also employed by our sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Delaware law and any other applicable fiduciary duties. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. For more information, see the section entitled "Management Conflicts of Interest." Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Delaware law. See "Risk Factors—Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented." We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially adversely affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations. (1)Assumes no exercise of the underwriter s over-allotment option and, if applicable, the forfeiture by our sponsor of 750,000 founder shares. (2)Consists solely of founder shares and includes up to 750,000 shares of common stock that are subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised. (3)Founder shares are currently classified as shares of our Class B common stock, which shares will convert into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below adjacent to the caption "Founder shares conversion and anti-dilution rights." (4)Includes 20,000,000 public shares and 5,000,000 founder shares. RISK FACTORS An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Risks Relating to Our Business and Strategy We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. We are a newly incorporated company incorporated under the laws of the Delaware with no operating results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues. Our independent registered public accounting firm s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a "going concern." As of March 9, 2021, we had $25,000 in cash, working capital of $0 and deferred offering costs of $20,000. Further, we expect to incur significant costs in pursuit of our acquisition plans. Management s plans to address this need for capital through this offering are discussed in the section of this prospectus titled "Management s Discussion and Analysis of Financial Condition and Results of Operations." Our plans to raise capital and to consummate our initial business combination may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern. Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. We may not hold a stockholder vote to approve our initial business combination unless the business combination would require stockholder approval under applicable law or stock exchange rules or if we decide to hold a stockholder vote for business or other reasons. For instance, Nasdaq rules currently allow us to engage in a tender offer in lieu of a general meeting, but would still require us to obtain stockholder approval if we were seeking to issue more than 20% of our issued and outstanding shares to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding shares, we would seek stockholder approval of such business combination. However, except as required by applicable law or stock exchange rules, the decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may consummate our initial business combination even if holders of a majority of the issued and outstanding shares of common stock do not approve of the business combination we consummate. Please see the section entitled "Proposed Business—Effecting Our Initial Business Combination—Stockholders may not have the ability to approve our initial business combination" for additional information. If we seek stockholder approval of our initial business combination, our initial stockholders, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. Unlike some other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, our initial stockholders, directors and officers have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them in favor of our initial business combination. As a result, in addition to the founder shares, we would need 7,500,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,250,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 20,000,000 public shares included in the units sold in this offering to be voted in favor of an initial business combination in order to have such initial business combination approved. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any. We expect that our initial stockholders and their permitted transferees will own at least 20% of the issued and outstanding shares of our common stock at the time of any such stockholder vote. Accordingly, if we seek stockholder approval of our initial business combination, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public stockholders. Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of such business combination. At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Additionally, since our board of directors may complete a business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the business combination, unless we seek such stockholder approval. Accordingly, if we do not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial business combination. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. The amount of the deferred underwriting commissions payable to the underwriter will not be adjusted for any shares that are redeemed in connection with a business combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial business combination. If we are able to consummate an initial business combination, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay and the payment of the deferred underwriting commissions. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. At the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights and, therefore, we will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third-party financing. In addition, if a larger number of shares is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders. Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within 24 months from the closing of this offering. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the end of the 24-month period. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak and other events and the status of debt and equity markets. The COVID-19 outbreak has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) could adversely affect, economies and financial markets worldwide, business operations and the conduct of commerce generally, and the business of any potential target business with which we consummate a business combination could be, or may already have been, materially and adversely affected. Furthermore, we may be unable to complete a business combination if concerns relating to COVID- 19 continue to restrict travel, limit the ability to have meetings with potential investors or limit the ability to conduct due diligence, or the target company s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including as a result of increased market volatility and decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Finally, the outbreak of COVID-19 may also have the effect of heightening many of the other risks described in this "Risk Factors" section, such as those related to the market for our securities and cross-border transactions. We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. Our sponsor, directors and officers have agreed that we must complete our initial business combination within 24 months from the closing of this offering. We may not be able to find a suitable target business and complete our initial business combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including as a result of terrorist attacks, natural disasters or a significant outbreak of infectious diseases. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such time period or during any Extension Period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and our warrants will expire worthless. See "— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share" and other risk factors herein. If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public "float" of our securities. If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Any such price per share may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, officers, advisors or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, our sponsor, directors, officers, advisors or any of their respective affiliates are under no obligation or duty to do so and they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. See "Proposed Business—Permitted purchases and other transactions with respect to our securities" for a description of how our sponsor, directors, officers, advisors or any of their respective affiliates will select which stockholders to enter into private transactions with. The purpose of such purchases could be to vote such shares in favor of our initial business combination and thereby increase the likelihood of obtaining stockholder approval of our initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. This may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless. We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of this offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek stockholder approval of our initial business combination and we are obligated to pay cash for shares of our Class A common stock, it will potentially reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating our initial business combination. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. See "—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share" and other risk factors herein. If the funds not being held in the trust account are insufficient to allow us to operate for at least the 24 months following the closing of this offering, we may be unable to complete our initial business combination. The funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the 24 months following the closing of this offering, assuming that our initial business combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans. Management s plans to address this need for capital through this offering and potential loans from certain of our affiliates are discussed in the section of this prospectus titled "Management s Discussion and Analysis of Financial Condition and Results of Operations." However, our affiliates are not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time. We believe that, upon the closing of this offering, the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the 24 months following the closing of this offering; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a "no-shop" provision (a provision in letters of intent designed to keep target businesses from "shopping" around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. See "—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share" and other risk factors herein. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we may depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination. Of the net proceeds of this offering and the sale of the private placement warrants, only approximately $1,500,000 will be available to us initially outside the trust account to fund our working capital requirements. In the event that our offering expenses exceed our estimate of $1,500,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,500,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their respective affiliates is under any obligation to loan funds to, or otherwise invest in, us in such circumstances. Any such loans may be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. If we have not completed our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In such case, our public stockholders may receive only $10.00 per share, or less in certain circumstances, and our warrants will expire worthless. See "—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share" and other risk factors herein. Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment. Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any stockholder or warrant holder who chooses to remain a stockholder or warrant holder, respectively, following our initial business combination could suffer a reduction in the value of their securities. Such stockholders and warrant holders are unlikely to have a remedy for such reduction in value. If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including: restrictions on the nature of our investments; and restrictions on the issuance of securities; each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including: registration as an investment company with the SEC; adoption of a specific form of corporate structure; and reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. We do not believe that our anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations. We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. Because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business s operations. Although we expect to focus our search for a target business in the direct-to-consumer brands, direct-to-consumer-services and mobile and social entertainment sectors, we may seek to complete a business combination with an operating company of any size (subject to our satisfaction of the 80% of net assets test) and in any industry, sector or geographic area. However, we will not, under our amended and restated certificate of incorporation, be permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or development stage entity. Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to our investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any stockholder or warrant holder who chooses to remain a stockholder or warrant holder, respectively, following our initial business combination could suffer a reduction in the value of their securities. Such stockholders and warrant holders are unlikely to have a remedy for such reduction in value. Past performance by our management team and their respective affiliates may not be indicative of future performance of an investment in the company. Information regarding performance by our management team and their respective affiliates, including Science Partners Management, is presented for informational purposes only. Past performance by our management team and their respective affiliates is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business combination or (2) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management team or their affiliates or any related investment s performance as indicative of our future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. We may seek acquisition opportunities outside our target industries, which may be outside of our management s areas of expertise. We may consider a business combination outside the direct-to-consumer brands, direct-to-consumer-services and mobile and social entertainment sectors, which may be outside of our management s areas of expertise, if a business combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. In the event we elect to pursue an acquisition outside of the areas of our management s expertise, our management s expertise may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the areas of our management s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors relevant to such acquisition. Accordingly, any stockholder or warrant holder who chooses to remain a stockholder or warrant holder, respectively, following our initial business combination could suffer a reduction in the value of their securities. Such stockholders and warrant holders are unlikely to have a remedy for such reduction in value. Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines. Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings. To the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We are not required to obtain an opinion regarding fairness. Consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view. Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion that the price we are paying is fair to our company from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination. Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of our or a target s key personnel could negatively impact the operations and profitability of our post-combination business. Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. In addition, the directors and officers of an acquisition candidate may resign upon completion of our initial business combination. The departure of a business combination target s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business. We may have limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company. When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholder or warrant holder who chooses to remain a stockholder or warrant holder, respectively, following our initial business combination could suffer a reduction in the value of their securities. Such stockholders and warrant holders are unlikely to have a remedy for such reduction in value. The directors and officers of an acquisition candidate may resign upon completion of our initial business combination. The departure of a business combination target s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. We may be able to complete only one business combination with the proceeds of this offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. The net proceeds from this offering and the sale of the private placement warrants will provide us with $201,500,000 (or $231,500,000 if the underwriter s over-allotment option is exercised in full) that we may use to complete our initial business combination (which includes $7,000,000, or $8,050,000 if the underwriter s over-allotment option is exercised in full, of deferred underwriting commissions being held in the trust account, and excludes estimated offering expenses of $1,500,000). We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be: solely dependent upon the performance of a single business, property or asset; or dependent upon the development or market acceptance of a single or limited number of products, processes or services. This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination. We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability. If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations. We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all. In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all. Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business. We may structure our initial business combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets of a target business, but we will complete such business combination only if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our issued and outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business. We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. Although we believe that the net proceeds of this offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business combination, because we have not yet selected any target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering and the sale of the private placement warrants prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our directors, officers or stockholders is required to provide any financing to us in connection with or after our initial business combination. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless. Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses. The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or U.S. GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition. If our management team pursues a company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations. If our management team pursues a company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign market, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates. If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting (including how relevant governments respond to such factors), including any of the following: costs and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas markets; rules and regulations regarding currency redemption; complex corporate withholding taxes on individuals; laws governing the manner in which future business combinations may be effected; tariffs and trade barriers; regulations related to customs and import/export matters; longer payment cycles; tax consequences, such as tax law changes, including termination or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as compared to the United States; currency fluctuations and exchange controls, including devaluations and other exchange rate movements; rates of inflation, price instability and interest rate fluctuations; liquidity of domestic capital and lending markets; challenges in collecting accounts receivable; cultural and language differences; employment regulations; energy shortages crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters, wars and other forms of social instability; deterioration of political relations with the United States; obligatory military service by personnel; and government appropriation of assets. We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such combination or, if we complete such combination, our operations might suffer, either of which may adversely impact our results of operations and financial condition. If our management following our initial business combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues. Following our initial business combination, any or all of our management could resign from their positions as officers of the company, and the management of the target business at the time of the business combination could remain in place. Management of the target business may not be familiar with U.S. securities laws. If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations. After our initial business combination, our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government policies, developments and conditions in the country in which we operate. The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable. We may face risks related to companies in our target industries. Business combinations with companies in the direct-to-consumer brands, direct-to-consumer-services and mobile and social entertainment sectors entail special considerations and risks. If we are successful in completing a business combination with such a target business, we may be subject to, and possibly adversely affected by, the following risks: an inability to compete effectively in a highly competitive environment with many incumbents having substantially greater resources; an inability to manage rapid change, increasing consumer expectations and growth; an inability to build strong brand identity and improve subscriber or customer satisfaction and loyalty; a reliance on proprietary technology to provide services and to manage our operations, and the failure of this technology to operate effectively, or our failure to use such technology effectively; an inability to deal with our subscribers or customers privacy concerns; an inability to attract and retain subscribers or customers; an inability to license or enforce intellectual property rights on which our business may depend; any significant disruption in our computer systems or those of third parties that we would utilize in our operations; an inability by us, or a refusal by third parties, to license content to us upon acceptable terms; potential liability for negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that we may distribute; competition for advertising revenue; competition for the leisure and entertainment time and discretionary spending of subscribers or customers, which may intensify in part due to advances in technology and changes in consumer expectations and behavior; disruption or failure of our networks, systems or technology as a result of computer viruses, "cyber-attacks," misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events; an inability to obtain necessary hardware, software and operational support; and reliance on third-party vendors or service providers. Any of the foregoing could have an adverse impact on our operations following a business combination. However, our efforts in identifying prospective target businesses will not be limited to the direct-to-consumer brands, direct-to-consumer-services and mobile and social entertainment sectors. Accordingly, if we acquire a target business in another industry, these risks we will be subject to risks attendant with the specific industry in which we operate or target business which we acquire, which may or may not be different than those risks listed above. Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. In recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future. The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination s ability to attract and retain qualified officers and directors. In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims ("run-off insurance"). The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors. We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after this offering, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after this offering, including, for example, in connection with the sourcing and consummation of an initial business combination. We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after this offering, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing transactions. We may pay such underwriters or their affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm s length negotiation; provided that no agreement will be entered into with any of the underwriters or their respective affiliates and no fees or other compensation for such services will be paid to any of the underwriters or their respective affiliates prior to the date that is 60 days from the date of this prospectus, unless such payment would not be deemed underwriters compensation in connection with this offering. The underwriters are also entitled to receive deferred underwriting commissions that are conditioned on the completion of an initial business combination. The underwriters or their respective affiliates financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination. Risks Related to Our Organization and Structure Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders. In the event that the proceeds in the trust account are reduced below the lesser of (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share. We are dependent upon our directors and officers and their departure could adversely affect our ability to operate. Our operations are dependent upon a relatively small group of individuals and in particular, Mr. Jones, Mr. Pham, Mr. Gilman, Mr. Dare, Ms. Guevara and Ms. Henry. We believe that our success depends on the continued service of our directors and officers, at least until we have completed our initial business combination. In addition, our directors and officers are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, certain of our directors and officers have time and attention requirements for investment funds of which affiliates of our sponsor are the investment managers. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us. Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous. Our key personnel may be able to remain with the company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of our initial business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary duties under Delaware law. However, we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination. Our directors and officers will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Our directors and officers are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs. In particular, all of our officers and certain of our directors have fiduciary and contractual duties to Science Partners Management and to certain companies in which it has invested, including companies in industries we may target for our initial business combination. Certain of our independent directors also serve as officers and/or board members for other entities. If our officers and directors other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs, which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our officers and directors other business affairs, please see "Management—Directors, Director Nominees and Officers." Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our sponsor and directors and officers are, or may in the future become, affiliated with entities that are engaged in a similar business. For example, Mr. Jones, Mr. Pham, Mr. Gilman, Mr. Dare, Ms. Guevara and Ms. Henry and each of the foregoing owe fiduciary duties under Delaware law to Science Partners Management and other entities. For more information, see the section entitled "Management—Conflicts of Interest." Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. In particular, each of our officers and Mr. Gilman are actively engaged in SSACA, a special purpose acquisition company that completed its initial public offering in January 2021, and SSACC, a special purpose acquisition company that is currently in registration with the SEC. SSACA and SSACC, like us, intend to pursue an initial business combination with a company in the D2C brands, D2C services or mobile and social entertainment sectors, but may pursue initial business combination targets in any businesses or industries. SSACA has until January 2023 to do so (absent an extension in accordance with its charter) and SSACC s timeline is dependent on the successful completion of its initial public offering. Moreover, certain of our directors and officers have time and attention requirements for investment funds of which affiliates of our sponsor are the investment managers. Our directors and officers also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to other entities prior to its presentation to us, subject to his or her fiduciary duties under Delaware law. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. We have not contacted any of the prospective target businesses that SSACA has considered and rejected. However, we may do so in the future if we become aware that the valuations, operations, profits or prospects of such target business, or the benefits of any potential transaction with such target business, would be attractive. For a complete discussion of our officers and directors business affiliations and the potential conflicts of interest that you should be aware of, please see "Management—Directors, Director Nominees and Officers," "Management—Conflicts of Interest" and "Certain Relationships and Related Party Transactions." Our directors, officers, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. We have not adopted a policy that expressly prohibits our directors, officers, security holders or their respective affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours. As a result, there may be substantial overlap between companies that would be a suitable business combination for us and companies that would make an attractive target for such other affiliates. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, directors or officers which may raise potential conflicts of interest. In light of the involvement of our sponsor, directors and officers with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, directors and officers. Certain of our directors and officers also serve as officers and board members for other entities, including those described under "Management—Conflicts of Interest." Such entities may compete with us for business combination opportunities. Our sponsor, directors and officers are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines for a business combination as set forth in "Proposed Business—Effecting Our Initial Business Combination—Selection of a target business and structuring of our initial business combination" and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement that we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business we are seeking to acquire, regarding the fairness to our company from a financial point of view of a business combination with one or more businesses affiliated with our sponsor, directors or officers, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest. Since our initial stockholders will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. In March 2021, our sponsor subscribed for an aggregate of 5,750,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. In March 2021, our sponsor transferred 40,000 founder shares to each of Jeff Bonforte, Bernard Kim and Colette K. Taylor, our independent director nominees. Our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). If we increase or decrease the size of this offering, we will effect a stock dividend or share repurchase or redemption or other appropriate mechanism, as applicable, immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20% of our issued and outstanding shares of common stock upon the consummation of this offering. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor has committed to purchase an aggregate of 3,500,000 (or 3,800,000 warrants if the underwriter s over-allotment option is exercised in full) private placement warrants, each exercisable for one Class A common stock, for a purchase price of $7,000,000 in the aggregate or $7,600,000 in the aggregate if the underwriter s over-allotment option is exercised in full, or $2.00 per warrant, that will also be worthless if we do not complete a business combination. Each private placement warrant may be exercised for one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. The founder shares are identical to the shares of common stock included in the units being sold in this offering except that: (1) prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; (2) the founder shares are subject to certain transfer restrictions contained in a letter agreement that our initial stockholders, directors and officers have entered into, (3) pursuant to such letter agreement, our initial stockholders, directors and officers have agreed to waive: (i) their redemption rights with respect to any founder shares and public shares held by them, as applicable, in connection with the completion of our initial business combination; (ii) their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (iii) their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame); (4) the founder shares will automatically convert into shares of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and (5) the founder shares are entitled to registration rights. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them purchased during or after this offering in favor of our initial business combination. While we do not expect our board of directors to approve any amendment to or waiver of the letter agreement or registration rights agreement prior to our initial business combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to or waivers of such agreements in connection with the consummation of our initial business combination. Any such amendments or waivers would not require approval from our stockholders, may result in the completion of our initial business combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. The personal and financial interests of our sponsor, directors and officers may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 24-month deadline following the closing of this offering nears, which is the deadline for the completion of our initial business combination. We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our stockholders do not agree. Our amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. As a result, we may be able to complete our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, directors, officers, advisors or any of their respective affiliates. In the event the aggregate cash consideration we would be required to pay for all public shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. In order to effectuate an initial business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination that some of our stockholders may not support. In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments, including the warrant agreement, or extend the time to consummate an initial business combination in order to effectuate our initial business combination. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. Certain provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of not less than 65% of our common stock, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated certificate of incorporation and the trust agreement to facilitate the completion of an initial business combination that some of our stockholders may not support. Our amended and restated certificate of incorporation will provide that any of its provisions (other than amendments relating to the appointment of directors, which require the approval by a majority of at least 90% of our common stock voting at a stockholder meeting) related to pre-business combination activity (including the requirement to fund the trust account and not release such amounts except in specified circumstances and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of at least 65% of our common stock, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock. In all other instances, our amended and restated certificate of incorporation will provide that it may be amended by holders of a majority of our common stock, subject to applicable provisions of the DGCL, or applicable stock exchange rules. We may not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation or on our initial business combination. Our initial stockholders, who will beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), may participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which will govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial business combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation. Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of our Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that we have entered into with our sponsor, officers and directors. Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law. Our initial stockholders will control the election of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, they will appoint all of our directors prior to our initial business combination and may exert a substantial influence on actions requiring stockholder vote, potentially in a manner that you do not support. Upon the closing of this offering, our initial stockholders will own 20% of the issued and outstanding shares of our common stock (assuming they do not purchase any units in this offering). In addition, the founder shares, all of which are held by our initial stockholders, will entitle the holders to elect all of our directors prior to the consummation of our initial business combination. Holders of our public shares will have no right to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended by a majority of at least 90% of our common stock voting at a stockholder meeting. As a result, you will not have any influence over the election of directors prior to our initial business combination. Neither our initial stockholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this prospectus. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A common stock. In addition, as a result of their substantial ownership in our company, our initial stockholders may exert a substantial influence on other actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation and approval of major corporate transactions. If our initial stockholders purchase any shares of our Class A common stock in this offering or in the aftermarket or in privately negotiated transactions, this would increase their influence over these actions. Accordingly, our initial stockholders will exert significant influence over actions requiring a stockholder vote at least until the completion of our initial business combination. We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants. Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that (a) the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants under the warrant agreement and (b) all other modifications or amendments require the vote or written consent of at least 65% of the then outstanding public warrants, provided that any amendment that solely affects the terms of the private placement warrants or any provision of the warrant agreement solely with respect to the private placement warrants will also require at least 65% of the then outstanding private placement warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of common stock purchasable upon exercise of a warrant. A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination. Unlike some blank check companies, if (i)we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share of common stock, (ii)the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (iii)the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under "Description of Securities—Redeemable Warrants—Public Stockholders Warrants—Redemption of warrants when the price per share of our Class A common stock equals or exceeds $18.00" and " Description of Securities—Redeemable Warrants—Public Stockholders Warrants—Redemption of warrants when the price per share of our Class A common stock equals or exceeds $10.00" will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under " Description of Securities—Redeemable Warrants—Public Stockholders Warrants—Redemption of warrants when the price per share of our Class A common stock equals or exceeds $10.00" will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business. Our warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company. Our warrant agreement will provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a "foreign action") in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an "enforcement action"), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder s counsel in the foreign action as agent for such warrant holder. This choice-of-forum provision may limit a warrant holder s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors. Our warrants are expected to be accounted for as a warrant liability and will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our shares of Class A common stock or make it more difficult for us to consummate an initial business combination. Following the consummation of this offering and the concurrent private placement of warrants, we will issue and aggregate of 8,500,000 warrants in connection with this offering (comprised of the 5,000,000 warrants included in the units and the 3,500,000 private placement warrants, assuming the underwriters over-allotment option is not exercised). We expect to account for these warrants as a liability in our financial statements and will record the fair value of the warrants in our financial statements each period based on a valuation report obtained from an independent third-party valuation firm. The impact of changes in fair value on earnings may have an adverse effect on the market price of our shares of Class A common stock. In addition, potential targets may seek to partner with a SPAC that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business. The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our common stock to materially decline. While we are offering our units at an offering price of $10.00 per unit and the amount in our trust account is initially anticipated to be $10.00 per public share, implying an initial value of $10.00 per public share, our sponsor paid only a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.003 per share. As a result, the value of your public shares may be significantly diluted in the event we consummate an initial business combination. For example, the following table shows the public shareholders and founder s investment per share and how that compares to the implied value of one of our shares upon the consummation of our initial business combination if at that time we were valued at $193,000,000, which is the amount we would have for our initial business combination in the trust account after payment of $7,000,000 of deferred underwriting commissions assuming the underwriters over-allotment option is not exercised, no interest is earned on the funds held in the trust account, and no public shares are redeemed in connection with our initial business combination. At such valuation, each of our shares of common stock would have an implied value of $7.78 per share, which represents a 22% decrease in the initial implied value of the public shares of $10.00. Public shares 20,000,000 Founder shares 5,000,000 Total shares 25,000,000 Total funds in trust available for initial business combination (1) $ 194,500,000 Implied value per share $ 7.78 Public shareholders investment per share $ 10.00 Founder s investment per share (2) $ 0.003 (1) Does not take into account other potential impacts on our valuation at the time of the business combination, such as the value of our public and private warrants, the trading price of our public shares, any equity issued or cash paid to the business target s sellers or other third parties, or the target s business itself, including its assets, liabilities, management and prospects. (2) The founder s total investment in the equity of the Company, inclusive of the founder shares and the founder s $7,000,000 investment in the private placement warrants, is $7,025,000. While the implied value of our public shares may be diluted, the implied value of $7.50 per share would represent a significant implied profit for our sponsor relative to the initial purchase price of the founder shares. Our sponsor has committed to invest an aggregate of $7,025,000 in us in connection with this offering, comprised of the $25,000 purchase price for the founder shares and the $7,000,000 purchase price for the private placement warrants. At $7.78 per share, the 5,000,000 founder shares would have an aggregate implied value of $38,900,000. As a result, even if the trading price of our shares of common stock significantly declines, our sponsor will stand to make significant profit on its investment in us. In addition, our sponsor could potentially recoup its entire investment in us even if the trading price of our shares of common stock is less than $1.00 per share and even if the private placement warrants are worthless. As a result, our sponsor is likely to make a substantial profit on its investment in us even if we select and consummate an initial business combination that causes the trading price of our shares of common stock to decline, while our public shareholders who purchased their units in this offering could lose significant value in their public shares. Our sponsor may therefore be economically incentivized to consummate an initial business combination with a riskier, weaker-performing or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares. Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for shares of our Class A common stock and could entrench management. Our amended and restated certificate of incorporation will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include two-year director terms and the ability of the board of directors to designate the terms of and issue new series of preferred stock, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. Section 203 of the DGCL affects the ability of an "interested stockholder" to engage in certain business combinations, for a period of three years following the time that the stockholder becomes an "interested stockholder." We will elect in our certificate of incorporation not to be subject to Section 203 of the DGCL. Nevertheless, our certificate of incorporation will contain provisions that have the same effect as Section 203 of the DGCL, except that it will provide that affiliates of our sponsor and their transferees will not be deemed to be "interested stockholders," regardless of the percentage of our voting stock owned by them, and will therefore not be subject to such restrictions. These charter provisions may limit the ability of third parties to acquire control of our company. Provisions in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers. Our amended and restated certificate of incorporation will require, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder s counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Our amended and restated certificate of incorporation will provide that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, our amended and restated certificate of incorporation will provide that the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision, and our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers. We may not hold an annual general meeting until after the consummation of our initial business combination. Our public stockholders will not have the right to elect or remove directors prior to the consummation of our initial business combination. We may not hold an annual meeting of stockholders until after we consummate our initial business combination (unless required by Nasdaq) and thus may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting of stockholders be held for the purposes of electing directors in accordance with a company s bylaws unless such election is made by written consent in lieu of such a meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL. We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. We are an "emerging growth company" within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our shares of common stock held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Additionally, we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares of common stock held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our shares of common stock held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Risks Related to Ownership of Our Securities and This Offering The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful increases. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market. If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed. See "Proposed Business—Manner of Conducting Redemptions—Tendering stock certificates in connection with a tender offer or redemption rights." You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares and/or warrants, potentially at a loss. Our public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) our completion of an initial business combination, and then only in connection with those shares of our Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. In addition, if we are unable to complete an initial business combination within 24 months from the closing of this offering for any reason, compliance with Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in our trust account. In that case, public stockholders may be forced to wait beyond 24 months from the closing of this offering before they receive funds from our trust account. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares and/or warrants, potentially at a loss. Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. We have applied to list our units on Nasdaq on or promptly after the date of this prospectus and our Class A common stock and warrants on or promptly after their date of separation. We cannot guarantee that our securities will be approved for listing on Nasdaq. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum amount in stockholders equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq s initial listing requirements, which are more rigorous than Nasdaq s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share and our stockholder s equity would generally be required to be at least $5,000,000. We cannot assure you that we will be able to meet those initial listing requirements at that time. If Nasdaq delists any of our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity for our securities; a determination that our Class A common stock is a "penny stock" which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; a limited amount of news and analyst coverage; and a decreased ability to issue additional securities or obtain additional financing in the future. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." Because we expect that our units and eventually shares of our Class A common stock and warrants will be listed on Nasdaq, our units, shares of our Class A common stock and warrants will qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by special purpose acquisition companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities. You will not be entitled to protections normally afforded to investors of many other blank check companies. Since the net proceeds of this offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a "blank check" company under the U.S. securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the successful completion of this offering and the sale of the private placement warrants and will file a Current Report on Form 8-K, including an audited balance sheet of the company demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if this offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see "Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419." If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a "group" of stockholders are deemed to hold in excess of 15% of the shares of our Class A common stock, you will lose your ability to redeem all such shares in excess of 15% of shares of our Class A common stock. If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, which we refer to as the "Excess Shares," without our prior consent. However, we would not be restricting our stockholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss. If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share. Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed our initial business combination within the required time period, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. Our sponsor may not have sufficient funds available to satisfy those obligations. We have not asked our sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per public share in connection with any redemption of your public shares. None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share. The proceeds held in the trust account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated certificate of incorporation, our public stockholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share. If, after we distribute the proceeds in the trust account to our public stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages. If, after we distribute the proceeds in the trust account to our public stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a liquidator could seek to recover some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith by paying public stockholders from the trust account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages. If, before distributing the proceeds in the trust account to our public stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced. If, before distributing the proceeds in the trust account to our public stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency law, and may be included in our liquidation estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any liquidation claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation would be reduced. If we have not completed our initial business combination within the allotted time period, our public stockholders may be forced to wait beyond such allotted time period before redemption from our trust account. If we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will distribute the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), pro rata to our public stockholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of public stockholders from the trust account shall be effected automatically by function of our amended and restated certificate of incorporation prior to any voluntary winding up. If we are required to windup, liquidate the trust account and distribute such amount therein, pro rata, to our public stockholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of Delaware law. In that case, investors may be forced to wait beyond the allotted time period before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated certificate of incorporation and then only in cases where investors have properly sought to redeem their shares of our Class A common stock. Only upon our redemption or any liquidation will public stockholders be entitled to distributions if we have not completed our initial business combination within the required time period and do not amend certain provisions of our amended and restated certificate of incorporation prior thereto. Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months of the closing of this offering may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the 24th month from the closing of this offering in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures. Because we do not intend to comply with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, consultants, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months of the closing of this offering is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. A registration statement covering the issuance of shares of our Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless. We have agreed that, as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of our Class A common stock until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of shares of our Class A common stock that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 shares of our Class A common stock per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if shares of our Class A common stock are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they do not satisfy the definition of a "covered security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of our Class A common stock included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in this offering. In such an instance, our sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell the shares of common stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying shares of common stock. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of our Class A common stock for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants. The grant of registration rights to our initial stockholders and their permitted transferees may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of shares of our Class A common stock. Pursuant to an agreement to be entered into on or prior to the closing of this offering, at or after the time of our initial business combination, our initial stockholders and their permitted transferees can demand that we register the resale of their founder shares, which may become transferable earlier than one year following the completion of our initial business combination if the last reported sale price of shares of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, after those shares convert to shares of our Class A common stock. In addition, our sponsor and its permitted transferees can demand that we register the resale of the private placement warrants and the shares of our Class A common stock issuable upon exercise of the private placement warrants, and holders of warrants that may be issued upon conversion of working capital loans may demand that we register the resale of such warrants or the shares of our Class A common stock issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of shares of our Class A common stock. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of shares of our Class A common stock that is expected when the shares of common stock owned by our initial stockholders or their permitted transferees, our private placement warrants or warrants issued in connection with working capital loans are registered for resale. We may issue additional shares of our Class A common stock or shares of preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of our Class A common stock upon the conversion of the shares of our Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. Any such issuances would dilute the interest of our stockholders and likely present other risks. Our amended and restated certificate of incorporation authorizes the issuance of up to 400,000,000 shares of our Class A common stock, par value $0.0001 per share, 40,000,000 shares of our Class B common stock, par value $0.0001 per share, and 1,000,000 undesignated shares of preferred stock, par value $0.0001 per share. Immediately after this offering, there will be 371,500,000 and 35,000,000 (assuming in each case that the underwriter has not exercised their over-allotment option) authorized but unissued shares of our Class A common stock and shares of our Class B common stock, respectively, available for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding warrants but not upon conversion of the shares of our Class B common stock. Shares of our Class B common stock are convertible into shares of our Class A common stock, initially at a one-for-one ratio but subject to adjustment as set forth herein. Immediately after this offering, there will be no shares of preferred stock issued and outstanding. We may issue a substantial number of additional shares of our Class A common stock, and may issue shares of preferred stock, in order to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of our Class A common stock to redeem the warrants as described in "Description of Securities—Redeemable Warrants—Public Stockholders Warrants—Redemption of warrants when the price per share of our Class A common stock equals or exceeds $10.00" or upon conversion of the shares of our Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. However, our amended and restated certificate of incorporation provides, among other things, that prior to our initial business combination, we may not issue additional shares of common stock that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares on any initial business combination. The issuance of additional shares of common stock or shares of preferred stock: may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the shares of our Class B common stock resulted in the issuance of shares of our Class A common stock on a greater than one-to-one basis upon conversion of the shares of our Class B common stock; may subordinate the rights of holders of shares of common stock if shares of preferred stock are issued with rights senior to those afforded our shares of common stock; could cause a change of control if a substantial number of our shares of common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers; may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; may adversely affect prevailing market prices for our units, shares of common stock and/or warrants; and may not result in adjustment to the exercise price of our warrants. The exercise price for the public warrants is higher than in many similar blank check company offerings in the past, and, accordingly, the warrants are more likely to expire worthless. The exercise price of the public warrants is higher than is typical in many similar blank check companies in the past. Historically, the exercise price of a warrant was generally a fraction of the purchase price of the units in the initial public offering. The exercise price for our public warrants is $11.50 per share, subject to adjustment as provided herein. As a result, the warrants are more likely to expire worthless. We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. We have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities—Redeemable Warrants—Public Stockholders Warrants—Anti-dilution Adjustments"). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of shares of our Class A common stock determined based on the redemption date and the fair market value of shares of our Class A common stock. Please see "Description of Securities—Redeemable Warrants—Public Stockholders Warrants—Redemption of warrants when the price per share of our Class A common stock equals or exceeds $10.00." Because our redemption right under this provision requires a trading price for our Class A common stock that is less than the strike price of the warrants, warrant holders may have to choose to either exercise their warrants when they are out-of-the-money, or exercise them on a cashless basis and receive a number of shares of Class A common stock that may not reflect their growth potential. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of shares of common stock received is capped at 0.361 shares of our Class A common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants. In addition, wee have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the Reference Value equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities—Redeemable Warrants—Public Stockholders Warrants—Anti-dilution Adjustments"). Please see "Description of Securities—Redeemable Warrants—Public Stockholders Warrants—Redemption of warrants when the price per share of our Class A common stock equals or exceeds $18.00." If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants as described above could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us (except as described below under "Description of Securities—Redeemable Warrants—Public Stockholders Warrants—Redemption of warrants when the price per share of our Class A common stock equals or exceeds $10.00") so long as they are held by our sponsor or its permitted transferees. Our sponsor paid an aggregate of $25,000, or approximately $0.004 per founder share, and, accordingly, you will experience immediate and substantial dilution upon the purchase of shares of our Class A common stock. The difference between the public offering price per share (allocating all of the unit purchase price to the shares of common stock and none to the warrant included in the unit) and the pro forma net tangible book value per share of common stock after this offering constitutes the dilution to you and the other investors in this offering. Our sponsor acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon the closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and the other public stockholders will incur an immediate and substantial dilution of approximately 92.58% (or $9.26 per share, assuming no exercise of the underwriter s over-allotment option), the difference between the pro forma net tangible book value per share of $0.74 and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the shares of our Class B common stock result in the issuance of shares of our Class A common stock on a greater than one-to-one basis upon conversion of the shares of our Class B common stock at the time of our initial business combination and would become exacerbated to the extent that public stockholders seek redemptions from the trust. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive to shares of our Class A common stock. Our warrants and founder shares may have an adverse effect on the market price of shares of our Class A common stock and make it more difficult to effectuate our initial business combination. We will be issuing warrants to purchase 5,000,000 Class A common stock (or 5,750,000 shares of our Class A common stock if the underwriter s over-allotment option is exercised in full), at a price of $11.50 per whole share (subject to adjustment as provided herein), as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing in a private placement an aggregate of 3,500,000 (or 3,800,000 warrants if the underwriter s over-allotment option is exercised in full) private placement warrants, each exercisable to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. Our initial stockholders currently hold 5,750,000 shares of our Class B common stock (up to 750,000 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised). The shares of our Class B common stock are convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as set forth herein. In addition, if our sponsor, an affiliate of our sponsor or certain of our directors and officers make any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $2.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. To the extent we issue shares of our Class A common stock to effectuate a business combination, the potential for the issuance of a substantial number of additional shares of our Class A common stock upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued and outstanding shares of our Class A common stock and reduce the value of the shares of our Class A common stock issued to complete the business combination. Therefore, our warrants and founder shares may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business. The private placement warrants are identical to the warrants sold as part of the units in this offering except that, so long as they are held by our sponsor or its permitted transferees: (1) they will not be redeemable by us (except as described below under "Description of Securities—Redeemable Warrants—Public Stockholders Warrants—Redemption of warrants when the price per share of our Class A common stock equals or exceeds $10.00"); (2) they (including the shares of our Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the shares of common stock issuable upon exercise of these warrants) are entitled to registration rights. Because each unit contains one-fourth of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies. Each unit contains one-fourth of one redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole warrants will trade. This is different from other offerings similar to ours whose units include one share of common stock and one whole warrant to purchase one share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for a fourth of the number of shares compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share. The determination of the size of this offering and the terms of the securities offered is more arbitrary than the size of an offering and the terms of the securities offered of an operating company in a particular industry. Prior to this offering there has been no public market for any of our securities. In determining the size of this offering, management held customary organizational meetings with the underwriter, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriter believed they reasonably could raise on our behalf. Factors considered in determining the size of this offering and terms of the units, including the shares of our Class A common stock and warrants underlying the units, include: the history and prospects of companies whose principal business is the acquisition of other companies; prior offerings of those companies; our prospects for acquiring an operating business at attractive values; a review of debt to equity ratios in leveraged transactions; our capital structure; an assessment of our management and their experience in identifying operating companies; general conditions of the securities markets at the time of this offering; and other factors as were deemed relevant. There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities. There is currently no market for our securities. Stockholders therefore have no access to information about prior market history on which to base their investment decision. Following this offering, the price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of the COVID-19 outbreak and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases). Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained. The price at which we issue any shares in connection with a business combination may be lower than the price you paid for the units in this offering or at a price lower than the trading price of our Class A common stock, irrespective of any increased stock price based on market responses to special purpose acquisition companies in general. Our Class A common stock may trade at an increased price to our offering price prior to any proposed business combination due to heightened awareness of special purpose acquisition companies. Even prior to the announcement of any proposed transaction, we have observed shares of other such companies trade in anticipation of what the market believes is a pending transaction. The price at which we issue any shares may be lower than the price you paid for the units in this offering or at a price lower than the trading price of our Class A common stock at the time we commit to such issuance or at the closing of the business combination. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some statements contained in this prospectus are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about: our ability to select an appropriate target business or businesses; our ability to complete our initial business combination; our expectations around the performance of a prospective target business or businesses; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our directors and officers allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; our potential ability to obtain additional financing to complete our initial business combination; our pool of prospective target businesses and our target industries; our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic; the ability of our directors and officers to generate a number of potential business combination opportunities; our public securities potential liquidity and trading; the lack of a market for our securities; the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; the trust account not being subject to claims of third parties; or our financial performance following this offering. The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. USE OF PROCEEDS We are offering 20,000,000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of the private placement warrants will be used as set forth in the following table. Without Over-Allotment Option Over-Allotment Option Exercised Gross proceeds Gross proceeds from units offered to public(1) $200,000,000 $230,000,000 Gross proceeds from private placement warrants offered in the private placement 7,000,000 7,600,000 Total gross proceeds 207,000,000 237,600,000 Estimated offering expenses(2) Underwriting commissions (excluding deferred portion)(3) 4,000,000 4,600,000 Legal fees and expenses 350,000 350,000 Accounting fees and expenses 40,000 40,000 Printing and engraving expenses 35,000 35,000 SEC filing fee 32,307 32,307 FINRA filing fee 44,919 44,919 Travel and road show 10,000 10,000 Directors and officers insurance premiums(4) 750,000 750,000 Nasdaq listing and filing fees $75,000 75,000 Miscellaneous expenses(5) 162,774 162,774 Total estimated offering expenses (other than underwriting commissions) 1,500,000 1,500,000 Proceeds after estimated offering expenses 201,500,000 231,500,000 Held in trust account(3) $200,000,000 230,000,000 % of public offering size 100% 100% Not held in trust account(2) $1,500,000 $1,500,000 The following table shows the use of the approximately $1,500,000 of net proceeds not held in the trust account(6). Amount % of Total Legal, accounting, due diligence, travel and other expenses in connection with any business combination(7) $650,000 43.3% Legal and accounting fees related to regulatory reporting obligations $200,000 13.3% Payment for office space, administrative and support services $240,000 16.0% Nasdaq continued listing fees $116,000 7.7% Other miscellaneous expenses $294,000 19.6% Total $1,500,000 100% (1)Includes amounts payable to public stockholders who properly redeem their shares in connection with our successful completion of the initial business combination. (2)A portion of the offering expenses may be paid from the proceeds of a loan from our sponsor of $300,000 as described in this prospectus. As of March 9, 2021, we had borrowed no amount under the $300,000 promissory note with our sponsor. These loans will be repaid upon completion of this offering out of the $1,500,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) not held in the trust account. These expenses are estimates only. In the event that offering expenses are less than as set forth in this table, any such amounts will be used for post-closing working capital expenses. In the event that the offering expenses are more than as set forth in this table, we may fund such excess with funds not held in the trust account. (3)The underwriter has agreed to defer underwriting commissions equal to 3.5% of the gross proceeds of this offering. Upon completion of our initial business combination, $7,000,000, which constitutes the underwriter s deferred commissions (or $8,050,000 if the underwriter s over-allotment option is exercised in full) will be paid to the underwriter from the funds held in the trust account, and the remaining funds, less amounts used to pay redeeming stockholders, will be released to us and can be used to pay all or a portion of the acquisition price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital. The underwriter will not be entitled to any interest accrued on the deferred underwriting discounts and commissions. (4)This amount represents the approximate amount of annualized director and officer liability insurance premiums we anticipate paying following the completion of this offering and until we complete a business combination. (5)Includes organizational and administrative expenses and may include amounts related to above-listed expenses in the event actual amounts exceed estimates. (6)These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring a business combination based upon the level of complexity of such business combination. In the event we identify an acquisition target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. Based on current interest rates, we would expect approximately $200,000 be available to us from interest earned on the funds held in the trust account over the 12 months following the closing of this offering; however, we can provide no assurances regarding this amount. This estimate assumes an interest rate of 0.10% per annum based upon current yields of securities in which the trust account may be invested. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $2.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. (7)Includes estimated amounts that may also be used in connection with our initial business combination to fund a "no shop" provision and commitment fees for financing. The rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds of this offering and the sale of the private placement warrants, $200,000,000 (or $230,000,000 if the underwriter s over-allotment option is exercised in full), including $7,000,000 (or $8,050,000 if the underwriter s over-allotment option is exercised in full) of deferred underwriting commissions, will, upon the consummation of this offering, be placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. The funds in the trust account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Based on current interest rates, we estimate that the interest earned on the trust account will be approximately $200,000 per year, assuming an interest rate of 0.10% per year. We will not be permitted to withdraw any of the principal or interest held in the trust account except for the withdrawal of interest to pay taxes, if any. The funds held in the trust account will not otherwise be released from the trust account until the earliest of : (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. Based on current interest rates, we expect that interest earned on the trust account will be sufficient to pay taxes. The net proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately complete our initial business combination and to pay the deferred underwriting commissions. If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. We believe that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated. This belief is based on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective acquisition, only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of a business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. If we are required to seek additional capital, we could seek such additional capital through loans or additional investments from our sponsor, members of our management team or any of their respective affiliates, but such persons are not under any obligation to loan funds to, or otherwise invest in, us. We will enter into an Administrative Services Agreement pursuant to which we will pay an affiliate of our sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Our sponsor has agreed to loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. As of March 9, 2021, we had borrowed no amount under the $300,000 promissory note with our sponsor. These loans are non-interest bearing, unsecured and are due at the earlier of March 31, 2022 and the closing of this offering. These loans will be repaid upon completion of this offering out of the $1,500,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) not held in the trust account. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $2.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or any of their respective affiliates may also purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Please see "Proposed Business — Permitted purchases and other transactions with respect to our securities" for a description of how such persons will determine from which stockholders to seek to acquire shares. The price per share paid in any such transaction may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial business combination. However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. Such persons will be subject to restrictions in making any such purchases when they are in possession of any material non-public information or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions and the agreement for our initial business combination may require as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights so that we cannot satisfy the net tangible asset requirement or any net worth or cash requirements, we would not proceed with such redemption and the related business combination, and may instead search for an alternate business combination. Our public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) our completion of an initial business combination, and then only in connection with those shares of our Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Our initial stockholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination or certain amendments to our amended and restated certificate of incorporation as described elsewhere in this prospectus. In addition, our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame. However, if our initial stockholders acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed time frame. DIVIDEND POLICY We have not paid any cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future, except if we increase the size of this offering, in which case we will effect a stock dividend or other appropriate mechanism immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20% of the issued and outstanding shares of our common stock upon the consummation of this offering. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. DILUTION The difference between the public offering price per share of our Class A common stock, assuming no value is attributed to the warrants included in the units we are offering pursuant to this prospectus or the private placement warrants, and the pro forma net tangible book value per share of common stock after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale and exercise of warrants, including the private placement warrants, which would cause the actual dilution to the public stockholders to be higher, particularly where a cashless exercise is utilized. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of shares of our Class A common stock which may be redeemed for cash), by the number of issued and outstanding shares of common stock. At March 9, 2021, our net tangible book value was $0, or approximately $0.00 per share of our Class B common stock. After giving effect to the sale of 20,000,000 shares of our Class A common stock included in the units we are offering by this prospectus, the sale of the private placement warrants and the deduction of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value at March 9, 2021 would have been $5,000,010 or $0.74 per share, representing an immediate increase in net tangible book value (as decreased by the value of the 18,261,499 shares of our Class A common stock that may be redeemed for cash and assuming no exercise of the underwriter s over-allotment option) of $0.74 per share to our initial stockholders as of the date of this prospectus and an immediate dilution of $9.26 per share or 92.58% to our public stockholders not exercising their redemption rights. The dilution to new investors if the underwriter exercises the over-allotment option in full would be an immediate dilution of $9.35 per share or 93.49%. The following table illustrates the dilution to the public stockholders on a per-share basis, assuming no value is attributed to the warrants included in the units or the private placement warrants: Public offering price $ 10.00 Net tangible book value before this offering $ 0.00 Increase attributable to public stockholders $ 0.74 Pro forma net tangible book value after this offering and the sale of the private placement warrants $ 0.74 Dilution to public stockholders $ 9.26 Percentage of dilution to new investors 92.58 % For purposes of presentation, we have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriter s over-allotment option) by $182,614,990 because holders of up to approximately 91.31% of our public shares may redeem their shares for a pro rata share of the aggregate amount then on deposit in the trust account at a per-share redemption price equal to the amount in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of shares of our Class A common stock sold in this offering. The following table sets forth information with respect to our initial stockholders and the public stockholders: Shares Purchased Total Consideration Average Price Per Number Percentage Amount Percentage Share Initial Stockholders(1)(2) 5,000,000 20.00% $25,000 0.01% $0.004 Public Stockholders 20,000,000 80.00% $200,000,000 99.99% $10.00 25,000,000 100.00% $200,025,000 100.00% (1)Assumes the full forfeiture of 750,000 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised. (2)Assumes conversion of shares of our Class B common stock into shares of our Class A common stock on a one-for-one basis. The dilution to public stockholders would increase to the extent that the anti-dilution provisions of the shares of our Class B common stock result in the issuance of shares of our Class A common stock on a greater than one-to-one basis upon such conversion. The pro forma net tangible book value per share after this offering is calculated as follows: Numerator: Net tangible book value before this offering $ - Proceeds from this offering and sale of the private placement warrants, net of expenses (including non-deferred underwriting commissions) 201,500,000 Offering costs accrued for and paid in advance, excluded from net tangible book value before this offering 20,000 Less: deferred underwriter s commissions payable (7,000,000 ) Less: derivative warrant liabilities (6,905,000 ) Less: amount of shares of our Class A common stock subject to redemption to maintain net tangible assets of $5,000,001 (182,614,990 ) $ 5,000,010 Denominator: Shares of our Class B common stock issued and outstanding prior to this offering 5,750,000 Shares forfeited if over-allotment is not exercised (750,000 ) Shares of our Class A common stock included in the units offered 20,000,000 Less: shares subject to redemption to maintain net tangible assets of $5,000,001 (18,261,499 ) 6,738,501 CAPITALIZATION The following table sets forth our capitalization at March 9, 2021, and as adjusted to give effect to the sale of our 20,000,000 units in this offering for $200,000,000 (or $10.00 per unit) and the sale of 3,500,000 private placement warrants for $7,000,000 (or $2.00 per warrant) and the application of the estimated net proceeds derived from the sale of such securities: March 9, 2021 Actual As Adjusted(2) Promissory note(1) $ — $ — Deferred underwriting commissions — 7,000,000 Derivative warrant liabilities(3) — 6,905,000 Shares of our Class A common stock, subject to redemption; 0 shares actual and 18,261,499 shares as adjusted(4) — 182,614,990 Stockholders equity: Preferred stock, $0.0001 par value, 1,000,000 shares authorized (actual and as adjusted); none issued or outstanding (actual and as adjusted) — — Class A common stock, $0.0001 par value, 400,000,000 shares authorized (actual and as adjusted); no shares issued and outstanding (actual); 1,738,501 shares issued and outstanding (excluding 18,261,499 shares subject to redemption) (as adjusted) — 174 Class B common stock, $0.0001 par value, 40,000,000 shares authorized (actual and as adjusted); 5,750,000 issued and outstanding (actual), 5,000,000 issued and outstanding (as adjusted)(5) 575 500 Additional paid-in capital(6) 24,425 5,004,336 Accumulated deficit(7) (5,000 ) (5,000 ) Total stockholders equity $ 20,000 $ 5,000,010 Total capitalization $ 20,000 $ 201,520,000 (1)Our sponsor has agreed to loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering, which loan is due at the earlier of March 31, 2022 and the closing of this offering. As of March 9, 2021, we had borrowed no amount under the $300,000 promissory note with our sponsor. (2)Assumes the full forfeiture of 750,000 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised. The proceeds of the sale of such shares will not be deposited into the trust account, the shares will not be eligible for redemption from the trust account nor will they be eligible to vote upon the initial business combination. (3) We will account for the 8,500,000 warrants to be issued in connection with this offering (including the 5,000,000 warrants included in the units and the 3,500,000 private placement warrants, each assuming the underwriters over-allotment option is not exercised) in accordance with the guidance contained in the Financial Accounting Standards Board Accounting Standards Codification Subtopic 815-40, Derivatives and Hedging: Contracts on an Entity s Own Equity. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we will classify each warrant as a liability at its fair value. This liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in our statement of operations. Such warrant classification is also subject to re-evaluation at each reporting period. (4) Upon the completion of our initial business combination, we will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable), subject to the limitations described herein whereby our net tangible assets will be maintained at a minimum of $5,000,001 following such redemptions, and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination. The "as adjusted" amount of shares of common stock, subject to redemption equals the "as adjusted" total assets of $201,520,000, less the "as adjusted" total liabilities of $13,905,000, less the "as adjusted" total stockholder s equity. The value of shares of our Class A common stock that may be redeemed is equal to $10.00 per share (which is the assumed redemption price) multiplied by 18,261,499 shares of our Class A common stock, which is the maximum number of shares of our Class A common stock that may be redeemed for a $10.00 purchase price per share and still maintain at least $5,000,001 of net tangible assets. (5) Actual share amount is prior to any forfeiture of founder shares by our sponsor and as adjusted share amount assumes no exercise of the underwriter s over-allotment option. (6) The "as adjusted" additional paid-in capital calculation is equal to the "as adjusted" total stockholder s equity of $5,000,010, minus shares of common stock (par value) of $674, minus the accumulated deficit of $5,000. (7) As adjusted accumulated deficit includes transaction costs associated with derivative warrant liabilities. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview We are a newly incorporated blank check company, incorporated as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the sale of the private placement warrants, debt or a combination of cash, shares of stock and debt. The issuance of additional shares of common stock or shares of preferred stock in a business combination: may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the shares of our Class B common stock resulted in the issuance of shares of our Class A common stock on a greater than one-to-one basis upon conversion of the shares of our Class B common stock; may subordinate the rights of holders of shares of common stock if shares of preferred stock are issued with rights senior to those afforded our shares of common stock; could cause a change of control if a substantial number of our shares of common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers; may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; may adversely affect prevailing market prices for our units, shares of common stock and/or warrants; and may not result in adjustment to the exercise price of our warrants. Similarly, if we issue debt or otherwise incur significant indebtedness, it could result in: default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; our inability to pay dividends on shares of our common stock; using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on shares of our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. Results of Operations and Known Trends or Future Events We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering. Liquidity and Capital Resources Our liquidity needs have been satisfied prior to the completion of this offering through receipt of $25,000 from the sale of the founder shares to our sponsor and up to $300,000 in loans from our sponsor under an unsecured promissory note. As of March 9, 2021, we had borrowed no amount under the $300,000 promissory note with our sponsor. We estimate that the net proceeds from (1) the sale of the units in this offering, after deducting offering expenses of approximately $1,500,000 and underwriting commissions of $4,000,000 ($4,600,000 if the underwriter s over-allotment option is exercised in full) (excluding deferred underwriting commissions of $7,000,000 ($8,050,000 if the underwriter s over-allotment option is exercised in full), and (2) the sale of the private placement warrants for a purchase price of $7,000,000 (or $7,600,000 in the aggregate if the underwriter s over-allotment option is exercised in full), will be $201,500,000 (or $231,500,000 if the underwriter s over-allotment option is exercised in full). Of this amount, $200,000,000 or $230,000,000 if the underwriter s over-allotment option is exercised in full, including $7,000,000 (or $8,050,000 if the underwriter s over-allotment option is exercised in full) in deferred underwriting commissions will be deposited into the trust account. The funds in the trust account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries. The remaining $1,500,000 will not be held in the trust account. In the event that our offering expenses exceed our estimate of $1,500,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,500,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (which interest shall be net of permitted withdrawals) to complete our initial business combination. We will make permitted withdrawals from the trust account to pay our taxes, including franchise taxes and income taxes. Delaware franchise tax is based on our authorized shares or on our assumed par and non-par capital, whichever yields a lower result. Under the authorized shares method, each share is taxed at a graduated rate based on the number of authorized shares with a maximum aggregate tax of $200,000 per year. Under the assumed par value capital method, Delaware taxes each $1,000,000 of assumed par value capital at the rate of $400; where assumed par value would be (1) our total gross assets following this offering, divided by (2) our total issued shares of common stock following this offering, multiplied by (3) the number of our authorized shares following this offering. Based on the number of shares of our common stock authorized and outstanding and our estimated total gross proceeds after the completion of this offering, our annual franchise tax obligation is expected to be capped at the maximum amount of annual franchise taxes payable by us as a Delaware corporation of $200,000. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the only taxes payable by us out of the funds in the trust account will be income and franchise taxes. We expect the interest earned on the amount in the trust account will be sufficient to pay our taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. Prior to the completion of our initial business combination, we will have available to us $1,500,000 of proceeds held outside the trust account. We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $2.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. We expect our primary liquidity requirements during that period to include approximately $650,000 for legal, accounting, due diligence, travel and other expenses in connection with any business combinations; $200,000 for legal and accounting fees related to regulatory reporting requirements; $116,000 for Nasdaq continued listing fees; $240,000 for office space, administrative and support services; and $294,000 for general working capital that will be used for miscellaneous expenses and reserves net of estimated interest income. These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a "no-shop" provision (a provision designed to keep target businesses from "shopping" around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a "no-shop" provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses. We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. As indicated in the accompanying financial statements, at March 9, 2021 we had $25,000 in cash, working capital of $0 and deferred offering costs of $20,000. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Controls and Procedures We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control reporting requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2022. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement. Prior to the closing of this offering, we have not completed an assessment, nor have our registered independent accounting firm tested our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as: staffing for financial, accounting and external reporting areas, including segregation of duties; reconciliation of accounts; proper recording of expenses and liabilities in the period to which they relate; evidence of internal review and approval of accounting transactions; documentation of processes, assumptions and conclusions underlying significant estimates; and documentation of accounting policies and procedures. Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting. Once our management s report on internal controls is complete, we will retain our registered independent accounting firm to audit and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. The independent auditors may identify additional issues concerning a target business s internal controls while performing their audit of internal control over financial reporting. Quantitative and Qualitative Disclosures about Market Risk The net proceeds of this offering and the sale of the private placement warrants held in the trust account will be invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. Related Party Transactions In March 2021, our sponsor purchased 5,750,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. In March 2021, our sponsor transferred 40,000 founder shares to each of Jeff Bonforte, Bernard Kim and Colette K. Taylor, our independent director nominees. Our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). If we increase or decrease the size of this offering, we will effect a stock dividend or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to shares of our Class B common stock immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20% of the issued and outstanding shares of our common stock upon the consummation of this offering. Up to 750,000 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised. We will enter into an Administrative Services Agreement pursuant to which we will also pay an affiliate of our sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Our sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, directors, officers or our or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. Our sponsor has agreed to loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. As of March 9, 2021, we had borrowed no amount under the $300,000 promissory note with our sponsor. These loans are non-interest bearing, unsecured and are due at the earlier of March 31, 2022 and the closing of this offering. These loans will be repaid upon completion of this offering out of the $1,500,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) not held in the trust account. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $2.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. Our sponsor has committed to purchase an aggregate of 3,500,000 (or 3,800,000 warrants if the underwriter s over-allotment option is exercised in full) private placement warrants at a price of $2.00 per warrant ($7,000,000 in the aggregate or $7,600,000 in the aggregate if the underwriter s over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each private placement warrant entitles the holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. The private placement warrants are identical to the warrants sold as part of the units in this offering except that, so long as they are held by our sponsor or its permitted transferees: (1) they will not be redeemable by us (except as described below under "Description of Securities—Redeemable Warrants—Public Stockholders Warrants—Redemption of warrants when the price per share of our Class A common stock equals or exceeds $10.00"); (2) they (including the shares of our Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the shares of common stock issuable upon exercise of these warrants) are entitled to registration rights. Pursuant to a registration rights agreement that we will enter into with our initial stockholders on or prior to the closing of this offering, we may be required to register certain securities for sale under the Securities Act. These holders, and holders of warrants issued upon conversion of working capital loans, if any, are entitled under the registration rights agreement to make up to three demands that we register certain of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in other registration statements filed by us. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions, as described herein. We will bear the costs and expenses of filing any such registration statements. See "Principal Stockholders—Registration Rights." Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results As of March 9, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) (ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have conducted no operations to date. JOBS Act On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an "emerging growth company" and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things: (1) provide an auditor s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; (2) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (3) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (4) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the CEO s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of this offering or until we are no longer an "emerging growth company," whichever is earlier. PROPOSED BUSINESS General Our Company SSACB is mission-driven to create value for innovative companies that are redefining the consumer technology landscape. We are led by the founders of Science, a data-driven investment firm focused on investment opportunities driven by shifting consumer behaviors and the technologies that enable them. We believe our founders operational experience and entrepreneurial instincts will allow us to spot emerging trends, inflection points, and societal shifts that lay the groundwork for disruptive themes across our sectors of focus, which include: Direct-to-Consumer ("D2C") Brands D2C Services & Marketplaces Mobile & Social Entertainment With decades of experience investing, developing and scaling disruptive companies, Science has forged deep networks and a best-in-class reputation across our areas of focus. We believe our founders extensive network of relationships within the ecosystem of our target sectors will provide SSACB with a competitive advantage in sourcing a compelling initial business combination target. In addition, we believe our founders and our board of directors expertise across our target sectors, as well as our founders experience in helping to build and accelerate the growth of other companies, will make us an attractive partner for potential business combination targets. Underpinning this deep sector expertise and network is a data-focused philosophy that is at the core of Science s success. Holding true to its name, the firm is maniacally focused on data and executes a disciplined, scientific framework focused on key metrics that drive growth and long-term value. Collectively our founders have executed more than $5 billion in exits, which we believe underscores the depth of our founders expertise and the value of our data-driven investment philosophy. Our founders will bring that rigor to SSACB, creating a distinct advantage as we evaluate potential business combination opportunities and focus on value-enhancing initiatives post-combination to drive the combined company to its next stage of growth. Science Founded in 2011, Science is a venture fund poised to fuel the next generation of disruptive consumer technology companies. Science identifies entrenched markets and societal shifts, and invests in disruptive companies with new ideas and highly focused teams in distinct industries: Consumer Brands, Marketplace Services, and Entertainment. With decades of combined experience and nine years of work together, the Science team includes operators and investors who have helped build and scale successful companies. Our founders have collectively, including through Science, executed over $5 billion in exits. A few notable exits include the following: Dollar Shave Club: Dollar Shave Club is a subscription-based D2C company focused on providing personal grooming products. The Company was acquired by Unilever in 2016, making it the first D2C company to be acquired for over $1 billion. Ring: Ring is a provider of smart-home solutions including connected security devices. Ring was acquired by Amazon for over $1 billion in 2018. Maker Studios: Acquired by Disney in 2014 for over $500 million, Maker Studios is a multi-channel network delivering short-form, digital content on YouTube. PlutoTV: Acquired by Viacom for $340 million in 2019, PlutoTV is an ad-supported video streaming service that offers diverse programming for free. DogVacay: DogVacay is an online services marketplace that connects dog owners with providers of dog-boarding services. DogVacay was acquired by Rover in 2017. Today, Science s portfolio includes interests in notable D2C companies such as Grove Collaborative, Liquid Death, MeUndies, Empirical Spirits, Arrive Outdoors, Wealthfront and Medium, along with high-growth mobile and social entertainment platforms such as PlayVS, Mammoth Media, Pray and more. As of the date of this prospectus, SSACB has neither engaged in discussions, nor entered into any preliminary agreements with any such D2C companies. Science is driven by data above all else, a philosophy which has led to its successful track record. Science s funds are paired with its Startup Studio, which provides the Science team with unprecedented data access to underwrite each dollar deployed. Science is uncompromising in its data-driven and unbiased approach to identifying the next generation of disruptive companies, regardless of founder pedigree or network. As a testament to this distinct investment philosophy, Science has backed numerous founders of diverse backgrounds. Science s 2017 fund has deployed 65% of its capital to minority and under-represented founders, with nearly a quarter of the fund invested in black founders. Science was founded by Michael Jones, Peter Pham, Tom Dare and Greg Gilman. Michael Jones is a long-time entrepreneur who founded his first successful Internet company in college and, since then, has founded, built and sold numerous online, consumer and mobile businesses. Peter Pham has an extensive network in Silicon Valley with relationships ranging from the largest global conglomerates to the smallest startups. Drawing on the experience and networks of Michael and Peter, and a dynamic leadership team with complementary abilities, the firm has created a platform that leverages data to identify investment opportunities, drive growth and improve portfolio company operational performance. SSACB Founders Our management team is led by Michael Jones, Chairman of our board of directors and our Chief Executive Officer, and Peter Pham, our President and one of our directors, and includes Greg Gilman, Tom Dare, Priscilla Guevara and April Henry. Michael Jones As a founder of Science, Mike leverages his operational expertise and keen entrepreneurial talent to help founders scale highly profitable and successful businesses. Under Mike s leadership, Science develops predictive strategies for portfolio companies, and the firm overall, that tap into future societal shifts and disrupt entrenched markets. He was one of the earliest investors to see the potential of the D2C e-commerce model and brought Dollar Shave Club into Science to incubate it. Dollar Shave Club went on to be acquired by Unilever for $1 billion, making it the first ever billion dollar exit for a D2C brand. A longtime Internet executive, entrepreneur, and strategic adviser, Mike has spent his career growing businesses ranging from early stage startups to private equity-backed assets to public media companies. Mike s ability to predict the next shift extends beyond his work at Science to when he served as the CEO of MySpace. In his role at MySpace he foresaw the impact of social influence over software, a predictive strategy he also leveraged as CEO of Userplane (acquired by AOL), and in the investment of HouseParty (acquired by Epic Games) and angel investment in Maker Studios (acquired by Disney). Mike s work with Mammoth Media, Hello Society and Famebit also highlights how he spotted the future of content and built these brands to thrive at the onset of GenZ as content consumers and influencer takeover. With his experience and expertise investing in and guiding both large and small companies, Mike focuses on strategy, growth, and operational efficiency, which have resulted in over $2 billion in exits. Peter Pham A relentless learner and meaningful builder, Peter Pham has partnered with both underdogs and legendary founders to build some of the biggest companies in technology. Since the beginning of his career, Peter has assembled a substantial network in Silicon Valley, cross-pollinating industries, services, personalities, and products. His network brought D2C beverage company Liquid Death into Science. Liquid Death has grown faster in its first two years than other notable beverages such as Red Bull and is currently the fastest growing water brand in Whole Foods. Peter has had more than $2.5 billion in exits and raised over $600 million in capital across different early-stage startups from top Silicon Valley investors. Peter s other seed stage angel investments and advising outside of Science include Tala (raised $800 million in 2019), Tonal (raised $110 million in September 2020), Ustream.tv (sold for $180 million), Scopely (valued at $3.3 billion), Kabam (sold for over $1 billion) and Ring (sold for $1 billion). Prior to Science, Peter was the VP of Business Development at Photobucket, where, as part of the founding team, he drove growth to 61 million users and led its $300 million sale to Fox Interactive Media, a division of NewsCorporation, in 2007. Prior to Photobucket, Peter was the co-founder & CEO of BillShrink/TruAxis, which was acquired by MasterCard in 2012. Tom Dare Tom leads fund and portfolio operations for Science, tapping into his more than 20 years of experience building and managing Internet companies through startup, growth, turnaround stages and entering public markets. His keen eye for identifying what the future of work will look like shows up regularly in his modern and mobile approach to portfolio construction. He is currently on the boards of PlayVS and Empirical. Prior to Science, Tom served as the VP of Business Intelligence for MySpace and was the chief operating officer of Tsavo Media, an online publishing network of more than 400 owned and operated sites. Tom s experience in the public sphere stems from spending four years in charge of strategic development for Spark and financial planning and analysis ("FP&A") for Spark s consumer website, serving 25 million customers with growth through multiple acquisitions, where he also prepared roadshow and analyst presentations for its listing on the New York Stock Exchange ("NYSE") listing and private equity investment. Prior to Spark, Tom was part of the founding management team at Move (NASDAQ: MOVE), an online real estate listing service serving consumers and brokers that was acquired by News Corp. At Move, Tom also managed Move s FP&A and consumer website, from its early stages through its initial public offering, including 11 acquisitions worth $1.25 billion in stock and cash, and prepared analyst and road show materials to support Move s $140 million initial public offering and $913 million follow-on offering. Greg Gilman Greg has more than 20 years of relevant experience as an executive, entrepreneur, investor, and attorney and is responsible for developing the firm s resilient structure. His unique background lends itself well to the oversight of the firm s investments in regulated industries, such as Fintech/Financial Services and Healthcare. Over the course of his career, he also has been an active angel investor or advisor to dozens of companies, including DocStoc (acquired by Intuit), Tsavo Media (acquired by Cybermedia), Userplane (acquired by AOL), Maker Studios (acquired by Disney), PlutoTV (acquired by Viacom), Scopely, and ZipRecruiter. Greg saw the potential in digital assets long before the topic was mainstream. Drawing on his legal and financial services background, Greg architected the sale of one of the world s first compliant digital securities in order to raise capital for the Science Blockchain incubator, and he is now recognized as a global thought leader on digital assets. His experience as a pioneer in digital assets provides him with invaluable insight as he helps shepherd Science s investment in Protego Trust Company, a de novo financial institution with a unique charter enabling it to provide a comprehensive suite of digital asset-related services to institutional clients. As the Executive Chair of Protego, he has worked extensively with financial regulators to create appropriate policies and procedures for the custody, trading, and compliant reporting of digitally native assets. He also is the Co-Founder and Executive Chair of RxVantage, a healthcare data and informatics company that intelligently connects healthcare providers with life science experts as needed, which is currently used by the sales representatives of every major life sciences company and has been named one of the top 10 medical practice solutions providers in the United States. Priscilla Guevara Priscilla is currently the Global Head of Investor Relations of Science, where she leads LP relations, communications and marketing, and events across Science s funds. Additionally, she leads the structuring and capital formation efforts for Science s special purpose vehicles and new opportunity vehicles. Prior to Science, Priscilla served as an investor at ZX Ventures (Anheuser-Busch s consumer venture capital arm). With ZX Ventures, Priscilla oversaw its technology platform, which included global deals in the supply chain and logistics and marketing/adtech space, among others. Additionally, she was an investor in sustainable assets on behalf of family offices, and led strategy and operations at SevenRooms and business development at Whispr Group. In addition, in 2002, she started her early international experience on Wall Street focusing on asset management, capital markets, and regulatory at Sumitomo Mitsui, Neuberger Berman/Lehman, and JCAM/Moore Capital. She is currently the Chair of the Senior Women in Private Equity Group (West Coast Chapter) and an Active Member of 100 Women in Finance. She is also currently on the Development Committee of the James Beard Foundation, having previously served on the board of The Leukemia & Lymphoma Society (NYC Chapter) as the Chair of Society Ties, its young professionals group. April Henry April is currently the Head of Corporate Development for Science. April is also a Special Advisor to WPP founder, Sir Martin Sorrell s S4 Capital, PLC. Previously, April sat on the board of directors of cmorq, Inc, the leading real-time digital asset audit and analytics platform billed as "Plaid for blockchain" and recently recognized as a CNBC Upstart 100 company, and she served as an observer on the board of directors of Kensho Technologies (acquired by S&P Global) and as the chairman of the board of directors of Flirtic, Inc., a mobile dating platform in Europe. In October 2018, April became the Founder & Managing Partner of Hawkeye Digital, LLC, a consultancy focused on driving revenue growth, core decision-making and business transformation for companies at critical points in their growth cycle. In this capacity, she advises and consults with a range of business types around the world, from early strategic business planning and equity fundraising stages to more developed businesses within incubators, investment funds, corporate digital studios and beyond, running the gamut of the digital media, e-commerce, emerging healthcare, wellness and consumer sectors. Also in October 2018, April became the co-founder and Chief Revenue Officer for EQUELL, Inc., an early stage digital wellness and rewards platform that launched in June 2019. In this role, she oversaw business development partnerships, marketing, digital advertising, e-commerce, recruitment and strategy. April continues to serve as a strategic advisor to EQUELL. From 2016 to 2018, April was the Senior Vice President of Business Development for the world s leading business news network, CNBC, LLC, where she sat on the NBCUniversal Management Committee and was a founding member of the CNBC Diversity Council. From 2011 to 2015, April served as a Vice President at Yahoo, Inc. in leadership roles encompassing a range of responsibilities including strategy, corporate development, mergers & acquisitions in the U.S. and Europe, leading its Alibaba investment s board support and recapitalization team, as well as human resources and organizational transformation. In this role, she developed and led the M&A Deal Review Committee s operations for the CEO and Chief Development Officer of Yahoo. This followed nearly five years at News Corporation from 2006 to 2011, in Europe and the U.S. developing strategic board presentations, investments, acquisitions, joint ventures and business development partnerships at News Europe, Fox Interactive and MySpace. Prior to that, from 2005 to 2006, April Henry was an investment associate at Index Ventures in its London, U.K. office. April s corporate experience began with 11 years at Morgan Stanley, Inc. from 1994 to 2005 in global operations then as a technology and telecommunications equity research analyst responsible for both lead and joint stock coverage as well as research support for initial public offerings and secondary transactions. Our Market Opportunity D2C Brands We will focus on identifying businesses within the D2C sector, which we believe is the future of commerce. Digital ubiquity, driven by the proliferation of mobile devices, has changed the way consumers discover, compare and engage with brands. As consumers become more discerning and have more information at their fingertips than ever before, they no longer simply default to legacy consumer brands found in the aisles of brick-and-mortar retail chains. Instead, we believe consumers increasingly look for companies with which they can have a direct connection, that speak to them and reflect their values. We believe the convergence of these secular trends will unlock massive opportunities for innovative, nimble D2C brands. We believe companies that capitalize on emerging trends, create authentic connections with their customers, and provide value-driven offerings are poised to disrupt massive legacy players. Shifting drivers of value creation have been demonstrated by companies such as Dollar Shave Club, Bonobos, Everlane, Glossier, Warby Parker and The Honest Company, among others, that have embraced and prioritized disruptive technology and consumer engagement. Additionally, we expect that leading emerging consumer brands will take hold of a strategy for omni-channel distribution and growth over time. D2C Services & Marketplaces D2C services and marketplaces continue to be on the rise, allowing more individuals to provide services to their consumers, from those in local communities to across the globe. These marketplaces create central, trusted destinations and provide value-added services, making it easier than ever to complete service transactions, many with increasing value and complexity. Talent and skill marketplaces have fueled the gig economy allowing millions to generate or supplement their primary income. Fiverr, the online marketplace for freelance services, is an example of the sector s overall success. Post-COVID, we believe these marketplaces will become more relevant than ever as at-home education and remotely provided health services will become increasingly prevalent and widely adopted. Mobile & Social Entertainment Mobile devices have redefined the digital ecosystem and we believe "connected time" will only continue to grow. Ubiquitous connectivity and increasingly powerful smartphones have changed how we consume content and have changed the way we relate to technology and, importantly, with each other. We believe companies that tap into the following disruptive trends will become leaders in mobile and social entertainment in the next decade: Micro-community and social platforms that allow more genuine connections between like-minded individuals; Entertainment and content experiences that grab minutes instead of hours; Products that can satiate micro-entertainment needs with satisfying content and new formats; Premium online services aggregating curated content for specific audiences; and Platforms that utilize mobile devices to increase user happiness and social connection. Our Mission We believe the future success of the capital markets for companies in our sectors of focus is dependent on new company formation, the sustainability of robust private market funding and an increased willingness of private consumer technology companies to become publicly traded and, therefore, become accessible to a broader universe of investors who can benefit from their disruptive technology, consumer engagement strategies and growth. Our mission is to create an alternative path to a traditional initial public offering for disruptive and agile companies to achieve their long-term objectives and overcome key deterrents to becoming public. By leveraging our extensive operational experience and network, we believe we can provide a number of significant benefits to potential targets and public market investors that can potentially lead to attractive long-term risk-adjusted returns in the public markets. These benefits include, but are not limited to, the following: Knowledgeable Investment Partners: With over 50 years of combined experience with large corporations and in investing and developing high-growth companies, the Science team identifies areas of opportunistic market expansion in legacy industries that we believe are ripe for disruptive technologies and the value-added, data-driven approach that our founders have developed. Data-Driven Playbook: Our team is focused on rapidly and thoroughly identifying resilient business models through the rigorous use of data. The Science team extensively tests its investment thesis before making any investment with internally-built tools. These tools are applied to understand and measure key performance indicators and uncover hidden value. We believe our business acumen combined with our data-driven approach leads us to invest earlier and smarter. Uncovering Founder Talent and Matching Investment Themes with Our Expertise: Through our reputation and network, we believe we can attract the next set of disruptive companies and CEOs. Furthermore, our uncompromising approach towards data-driven, unbiased investing has led us to uncover talent from all backgrounds. Across Science s current funds, we have brought in founders from Detroit, Atlanta, Philadelphia, Nashville, Brazil, France and beyond, and we invested 65% of our last fund into minority and under-represented founders. Our Acquisition and Value Creation Strategy We intend to source and pursue potential targets that we believe will benefit from our management team s unique expertise, which we intend to leverage to augment the value of the business following the completion of the initial business combination. Science sources, indexes and tracks over 500 private deals a year in the consumer space across all stages of business evolution, which we believe will provide us with specialized insight into value creation in the D2C market: Science Studio Intelligence: Our management team has significant hands-on experience helping D2C companies build, scale and optimize their existing and new growth initiatives by exploiting insights from high-fidelity data that generally does not exist at the earliest stages of companies. Science s internally-built tools are used to understand concept validation and measured key performance indicators through the lifecycle of a company. Further, we intend to share best practices and key learnings, gathered from Science s operating and investment experience, as well as strong relationships in the consumer sector, to help shape corporate strategies as consumers shift. Network, Pipeline and Proactive Outreach: Having operated and invested in leading global consumer companies across their corporate life cycles, our management team has developed deep relationships with key large multi-national organizations and investors. These relationships, together with our management team s expertise, present a significant opportunity to help drive strategic dialogue, access new customer relationships and achieve success at all stages of business evolution. The selection and underwriting process for our initial business combination will leverage our team s relationships with leading seasoned serial founders, executives of private and public companies, investors and universities, in addition to the extensive industry and geographical reach of Science s platforms, which we believe will provide us with a key competitive advantage in sourcing potential business combination targets. Given our profile and Science s thematic approach, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, in particular founders of, and investors in, other private and public consumer companies in our networks from more than 25 years of relationships with major consumer digital and commerce companies. We also believe that Science s reputation, experience and track record of making investments in the consumer industry will make us a preferred partner for these potential targets. Consistent with our strategy, we have identified the following criteria to evaluate prospective target businesses. We believe Science s search for a target will be differentiated and targeted on the areas in which our team has expertise in driving business transformations and creating value for investors: D2C Brands, D2C Services & Marketplaces and Mobile & Social Entertainment. We may, however, decide to enter into our initial business combination with a target business that does not meet these criteria if we believe such business presents a compelling investment opportunity and can benefit from our value-add strategy. We intend to seek to acquire companies that we believe will have the following target entry characteristics: Fundamentally good business in need of transformation; Competitive moat with a strategic reason to exist; Opportunity to drive profitable growth; Revenue visibility, with current or potential for strong free cash flow generation; and Opportunity for strong leadership team to unlock value through operational and/or strategic changes. Science will employ its approach guided by mission-driven founders, strong data metrics, disruptive sectors, shift in consumer behaviors, location and yield expectations, which may include opportunities for any of the following: Organic and inorganic growth; Margin improvement; Portfolio optimization; Improved management discipline and oversight; and Focus on shareholder value. We may use other criteria as well. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into an initial business combination with a target business that does not meet the above criteria, we will disclose that fact in our shareholder communications related to the acquisition. As discussed elsewhere in this prospectus, this would be in the form of proxy solicitation materials that we would file with the SEC or tender offer documents. Additional Disclosures Our Acquisition Process We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Certain members of our management team are employed by Science Partners Management or one of its affiliates. Science Partners Management is continuously made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted, or had any discussions, formal or otherwise with, any prospective target business with respect to a business combination transaction with us. Our search for a business combination, ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent COVID-19 outbreak. See "Risk Factors—Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak and the status of debt and equity markets." All of our officers and certain of our directors have fiduciary and contractual duties to Science Partners Management and to certain companies in which it has invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Delaware law, none of the members of our management team who are also employed by our sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. In particular, each of our officers and Mr. Gilman are actively engaged in SSACA, a special purpose acquisition company that completed its initial public offering in January 2021, and SSACC, a special purpose acquisition company that is currently in registration with the SEC. SSACA and SSACC, like us, intend to pursue an initial business combination with a company in the D2C brands, D2C services or mobile and social entertainment sectors, but may pursue initial business combination targets in any businesses or industries. SSACA has until January 2023 to do so (absent an extension in accordance with its charter) and SSACC s timeline is dependent on the successful completion of its initial public offering. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Delaware law and any other applicable fiduciary duties. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. For more information, see the section entitled "Management—Conflicts of Interest." Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Delaware law. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See "Risk Factors—Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented." We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially adversely affect our ability to identify and pursue business combination opportunities or complete our initial business combination. You should not rely on the historical record of our founders and management s performance as indicative of our future performance. See "Risk Factors—Past performance by our management team and their respective affiliates may not be indicative of future performance of an investment in the company." Initial Business Combination Nasdaq rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). We refer to this as the 80% of net assets test. If our board of directors is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Although we may purchase multiple businesses in related industries in connection with our initial business combination, we do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Sourcing of Potential Business Combination Targets We believe our management team s significant operating and transaction experience and relationships with companies will provide us with a substantial number of potential business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our management team sourcing, acquiring, financing and selling businesses, our management team s relationships with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. In addition, members of our management team have developed contacts from serving on the boards of directors of several companies, including Blip Technologies, Biite, Coozie Outdoors, Inc., DogDrop, Inc., Springrole, Inc., Hello Me, ICO Watchdog, Inc. and Zen App, Inc. We believe this network provides our management team with a robust and consistent flow of acquisition opportunities which were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our management team will provide us with important sources of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, directors or officers, or making the acquisition through a joint venture or other form of shared ownership with our sponsor, directors or officers. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, directors or officers, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business we are seeking to acquire that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. As more fully discussed in "Management—Conflicts of Interest," if any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, including Science Partners Management, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our directors and officers currently have fiduciary duties or contractual obligations that may take priority over their duties to us. In particular, each of our officers and Mr. Gilman are actively engaged in SSACA, a special purpose acquisition company that completed its initial public offering in January 2021, and SSACC, a special purpose acquisition company that is currently in registration with the SEC. SSACA and SSACC, like us, intend to pursue an initial business combination with a company in the D2C brands, D2C services or mobile and social entertainment sectors, but may pursue initial business combination targets in any businesses or industries. SSACA has until January 2023 to do so (absent an extension in accordance with its charter) and SSACC s timeline is dependent on the successful completion of its initial public offering. In addition, our officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Our executive offices are located at 1447 2nd St, Santa Monica, CA 90401 and our telephone number is (310) 393-3024. Mail addressed to the Company and received at its registered office will be forwarded unopened to the forwarding address supplied by the Company to be dealt with. None of the Company or its directors, officers, advisors or service providers (including the organization which provides registered office services in the State of Delaware) will bear any responsibility for any delay howsoever caused with regards to mail reaching the forwarding address. Status as a Public Company We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer target businesses an alternative to the traditional initial public offering through a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination. In this situation, the owners of the target business would exchange their equity securities, shares or shares of stock in the target business for our shares or for a combination of our shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent in connection with a business combination with us. Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter s ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with stockholders interests. It can offer further benefits by augmenting a company s profile among potential new customers and vendors and aid in attracting talented employees. We are an "emerging growth company," as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of common stock that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. Additionally, we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares of common stock held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our shares of common stock held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. Financial Position With funds available for a business combination initially in the amount of $194,500,000 assuming no redemptions and after payment of $7,000,000 of deferred underwriting fees (or $223,450,000 assuming no redemptions and after payment of up to $8,050,000 of deferred underwriting fees if the underwriter s over-allotment option is exercised in full), in each case, after estimated offering expenses of $1,500,000 (and prior to any post-IPO working capital expenses), we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us. Effecting Our Initial Business Combination We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the sale of the private placement warrants, our shares, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses. If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemptions of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law or we decide to do so for business or other reasons, we would seek stockholder approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. Selection of a target business and structuring of our initial business combination Nasdaq rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). We refer to this as the 80% of net assets test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. If our board of directors is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. Although we may purchase multiple businesses in related industries in connection with our initial business combination, we do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination solely with another blank check company or a similar company with nominal operations. In any case, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. There is no basis for investors in this offering to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information, which will be made available to us. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Lack of business diversification For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be: solely dependent upon the performance of a single business, property or asset; or dependent upon the development or market acceptance of a single or limited number of products, processes or services. This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination. Limited ability to evaluate the target s management team Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination. Following our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. Stockholders may not have the ability to approve our initial business combination We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder approval if it is required by applicable law or stock exchange rule, or we may decide to seek stockholder approval for business or other reasons. Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction. Type of Transaction Whether Stockholder Approval is Required Purchase of assets No Purchase of stock of target not involving a merger with the company No Merger of target into a subsidiary of the company No Merger of the company with a target Yes Under Nasdaq s listing rules, stockholder approval would be required for our initial business combination if, for example: we issue (other than in a public offering for cash) shares of common stock that will either (a) be equal to or in excess of 20% of the number of shares of our Class A common stock then issued and outstanding (other than in a public offering); any of our directors, officers or substantial security holders (as defined by the rules of Nasdaq) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of shares of common stock or 5% of the voting power issued and outstanding before the issuance in the case of any substantial security holders; or the issuance or potential issuance of shares of common stock will result in our undergoing a change of control. The decision as to whether we will seek stockholder approval of a proposed business combination in those instances in which stockholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to: the timing of the transaction, including in the event we determine stockholder approval would require additional time and there is either not enough time to seek stockholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; the expected cost of holding a stockholder vote; the risk that the stockholders would fail to approve the proposed business combination; other time and budget constraints of the company; and additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders. Permitted purchases and other transactions with respect to our securities In the event we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of securities such persons may purchase. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, officers, advisors or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. Such persons will be subject to restrictions in making any such purchases when they are in possession of any material non-public information or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. We will adopt an insider trading policy which will require insiders to (1) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information and (2) clear certain trades prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. In the event that our sponsor, directors, officers, advisors or any of their respective affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling stockholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. The purpose of such transaction could be to (1) vote in favor of our initial business combination and thereby increase the likelihood of obtaining stockholder approval of our initial business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. This may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Our sponsor, directors, officers, advisors and/or any of their respective affiliates anticipate that they may identify the stockholders with whom our sponsor, directors, officers, advisors or any of their respective affiliates may pursue privately negotiated transactions by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in the case of public shares) following our mailing of tender offer or proxy materials in connection with our initial business combination. To the extent that our sponsor, directors, officers, advisors or any of their respective affiliates enter into private transactions, they would identify and contact only potential selling or redeeming stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination. Such persons would select the stockholders from whom to acquire shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid in any such transaction may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial business combination. Our sponsor, directors, officers, advisors or any of their respective affiliates will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws. Any purchases by our sponsor, directors, officers and/or any of their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will be restricted unless such purchases are made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, directors, officers and/or any of their respective affiliates will be restricted from making purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. At the completion of our initial business combination, we will be required to purchase any shares of common stock properly delivered for redemption and not withdrawn. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination. Manner of Conducting Redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (1) in connection with a general meeting called to approve the business combination or (2) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding shares of common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by applicable law or stock exchange listing requirement or we choose to seek stockholder approval for business or other reasons. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our shares of common stock in the open market, in order to comply with Rule 14 e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration. In the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business combination. If we seek stockholder approval, unless otherwise required by applicable law, regulation or stock exchange rules, we will complete our initial business combination only if a majority of the shares of our common stock voted are voted in favor of our initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Shares held by our initial stockholders, officers and directors will be included in determining the presence of a quorum and have agreed to vote any founder shares and any public shares held by them in favor of our initial business combination. These quorum and voting thresholds and agreements, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. In addition, our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of a business combination. Our amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions. Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for working capital or other general corporate purposes; or (3) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all public shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Limitation on redemption upon completion of our initial business combination if we seek stockholder approval Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares, without our prior consent. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Tendering stock certificates in connection with a tender offer or redemption rights We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. The foregoing is different from the procedures used by some blank check companies. In order to perfect redemption rights in connection with their business combinations, some blank check companies would distribute proxy materials for the stockholders vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the stockholder then had an "option window" after the completion of the business combination during which he or she could monitor the price of the company s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the general meeting, would become "option" rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder s election to redeem is irrevocable once the business combination is approved. Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or two business days prior to the scheduled date of the general meeting set forth in our proxy materials, as applicable (unless we elect to allow additional withdrawal rights). Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination. If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares. If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 24 months from the closing of this offering or during any Extension Period. Redemption of public shares and liquidation if no initial business combination Our sponsor, directors and officers have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we have not completed our initial business combination within such 24-month period or during any Extension Period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period or during any Extension Period. Our initial stockholders have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period. However, if our initial stockholders acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period. Our sponsor, directors and officers have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of our Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions. We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $1,500,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses. If we were to expend all of the net proceeds of this offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors claims. Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed our initial business combination within the required time period, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. None of our other officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. In the event that the proceeds in the trust account are reduced below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.00 per share. We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to $1,500,000 from the proceeds of this offering and the sale of the private placement warrants, with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate of $1,500,000, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,500,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months of the closing of this offering may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months of the closing of this offering, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we are unable to complete our initial business combination within 24 months of the closing of this offering, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following our 24th month and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date. Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent ten years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below: (1) $10.00 per public share; or (2) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in value of the trust assets, in each case net of permitted withdrawals and will not be liable as to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. If we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency law, and may be included in our insolvency estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any insolvency claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public stockholders. Additionally, if we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. Our public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) our completion of an initial business combination, and then only in connection with those shares of our Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Amended and Restated Certificate of Incorporation Our amended and restated certificate of incorporation contains certain requirements and restrictions relating to this offering that will apply to us until the consummation of our initial business combination. Our amended and restated certificate of incorporation contain a provision which provides that, if we seek to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, we will provide public stockholders with the opportunity to redeem their public shares in connection with any such amendment. Specifically, our amended and restated Certificate of Incorporation provides, among other things, that: prior to the consummation of our initial business combination, we shall either: (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against, or abstain from voting on, the proposed business combination, into their pro rata share of the aggregate amount on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (net of permitted withdrawals); or (2) provide our public stockholders with the opportunity to tender their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (net of permitted withdrawals), in each case subject to the limitations described herein; we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the shares of common stock voted are voted in favor of our initial business combination at a duly held stockholders meeting; if our initial business combination is not consummated within 24 months from the closing of this offering, then our existence will terminate and we will distribute all amounts in the trust account; and prior to our initial business combination, we may not issue additional shares of common stock that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares on any initial business combination. These provisions cannot be amended without the approval of holders of at least two-thirds of our shares of common stock who attend and vote in a general meeting. In the event we seek stockholder approval in connection with our initial business combination, our amended and restated certificate of incorporation provides that we may consummate our initial business combination only if approved by a majority of the shares of common stock voted by our stockholders at a duly held general meeting. Additionally, our amended and restated certificate of incorporation provides that, prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors and that holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by a majority of at least 90% of our shares of common stock attending and voting in a general meeting. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by applicable law or stock exchange rule, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Comparison of redemption or purchase prices in connection with our initial business combination and if we fail to complete our initial business combination. The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and if we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period. Redemptions in Connection with our Initial Business Combination Other Permitted Purchases of Public Shares by our Affiliates Redemptions if we fail to Complete an Initial Business Combination Calculation of redemption price Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest (which interest shall be net of taxes payable), divided by the number of then-issued and outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 following such redemptions, and any limitations (including, but not limited to, cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Such purchases will be restricted except to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions. If we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. Redemptions in Connection with our Initial Business Combination Other Permitted Purchases of Public Shares by our Affiliates Redemptions if we fail to Complete an Initial Business Combination Impact to remaining stockholders The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account). If the permitted purchases described above are made, there will be no impact to our remaining stockholders because the purchase price would not be paid by us. The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions. Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419 The following table compares the terms of this offering to the terms of an offering by a blank check company subject to the provisions of Rule 419. This comparison assumes that the gross proceeds, underwriting commissions and underwriting expenses of our offering would be identical to those of an offering undertaken by a company subject to Rule 419, and that the underwriter will not exercise its over-allotment option. None of the provisions of Rule 419 apply to our offering. Terms of Our Offering Terms Under a Rule 419 Offering Escrow of offering proceeds The rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. $200,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank,N.A., with Continental Stock Transfer & Trust Company acting as trustee. Approximately $170,100,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. Investment of net proceeds $200,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. Receipt of interest on escrowed funds Interest on proceeds from the trust account to be paid to stockholders is reduced by (1) any taxes paid or payable and (2) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. Limitation on fair value or net assets of target business Nasdaq rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds Trading of securities issued The units will begin trading on or promptly after the date of this prospectus. The shares of our Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriter s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter s over-allotment option. No trading of the units or the underlying shares of common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. Exercise of the warrants The warrants cannot be exercised until 30 days after the completion of our initial business combination. The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. Election to remain an investor We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest, net of permitted withdrawals, upon the completion of our initial business combination, subject to the A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company s registration statement, to decide if he, she or it elects to remain a limitations described herein. We may not be required by applicable law or stock exchange rules to hold a stockholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of common stock voted are voted in favor of our initial business combination. A quorum for such meeting will consist of the holders present in stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Additionally, each public stockholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. Business combination deadline Release of funds Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to Most blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering), without our prior consent. Our public stockholders inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. business combination. Tendering stock certificates in connection with a tender offer or redemption rights We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate to verify ownership. delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Competition We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of this offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek stockholder approval of our initial business combination and we are obligated to pay cash for shares of our Class A common stock, it will potentially reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. Conflicts of Interest All of our officers and certain of our directors have fiduciary and contractual duties to Science Partners Management and to certain companies in which it has invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Delaware law, none of the members of our management team who are also employed by our sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. In particular, each of our officers and Mr. Gilman are actively engaged in SSACA, a special purpose acquisition company that completed its initial public offering in January 2021, and SSACC, a special purpose acquisition company that is currently in registration with the SEC. SSACA and SSACC, like us, intend to pursue an initial business combination with a company in the D2C brands, D2C services or mobile and social entertainment sectors, but may pursue initial business combination targets in any businesses or industries. SSACA has until January 2023 to do so (absent an extension in accordance with its charter) and SSACC s timeline is dependent on the successful completion of its initial public offering. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Delaware law and any other applicable fiduciary duties. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. For more information, see the section entitled "Management—Conflicts of Interest." Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Delaware law. See "Risk Factors—Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented." We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially adversely affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations. Facilities We currently maintain our executive offices at 1447 2nd St, Santa Monica, CA 90401. The cost for this space is included in the $10,000 per month fee that we will pay an affiliate of our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations. Employees We currently have five officers and do not intend to have any full-time employees prior to the completion of our initial business combination. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any such person will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process. Periodic Reporting and Financial Information We will register our units, shares of our Class A common stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public auditors. We will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to stockholders to assist them in assessing the target business. These financial statements may be required to be prepared in accordance with, or be reconciled to, U.S. GAAP or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with PCAOB standards. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material. We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of common stock that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to "emerging growth company" will have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares of common stock held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our shares of common stock held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. Legal Proceedings There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding in the 12 months preceding the date of this prospectus. MANAGEMENT Directors, Director Nominees and Officers Name Age Title Michael Jones 45 Chief Executive Officer and Chairman of the Board of Directors Peter Pham 45 President Thomas Dare 64 Chief Financial Officer and Secretary Greg Gilman 47 Director Jeff Bonforte 48 Director Nominee Bernard Kim 44 Director Nominee Colette K. Taylor 55 Director Nominee Priscilla Guevara 36 Global Head of Investor Relations April Henry 51 Executive Vice President, Corporate Development Our directors, director nominees and officers are as follows: Michael Jones. Michael Jones is our Chief Executive Officer and the Chairman of our Board of Directors. Mr. Jones is a founder of Science Inc. where he has served as a Managing Director since 2011. Mr. Jones develops predictive strategies for portfolio companies, and Science Inc. overall, that tap into future societal shifts and disrupt entrenched markets. Mr. Jones also serves as Chief Executive Officer and the Chairman of the Board of Directors of two SPACs: SSACA, which successfully completed its initial public offering in January 2021, and SSACC, which is currently in registration with the SEC. Prior to founding Science Inc., Mr. Jones served as the Chief Executive Officer of Myspace, Inc., a social networking service, from 2008 to 2011. Prior to Myspace, Inc., Mr. Jones served as the Chief Executive Officer of Userplane, a communication platform for online communities, from 2001 to 2008. Mr. Jones experience and expertise in both large and small companies focuses on strategy, growth, and operational efficiency, and has resulted in over $2 billion in exits. Mr. Jones holds a B.S. in Business from the University of Oregon. Mr. Jones was selected to serve as the Chairman of our Board of Directors because of his extensive experience in strategy, growth and operational efficiency, all of which are expected to bring valuable insight to the Board. Peter Pham. Peter Pham is our President. Mr. Pham is a founder of Science Inc. where he has served as a Managing Director since 2011. Mr. Pham has partnered with both emerging and established founders to build highly-recognized names in technology. Mr. Pham also serves as President of two SPACs: SSACA, which successfully completed its initial public offering in January 2021, and SSACC, which is currently in registration with the SEC. Since the beginning of his career, Mr. Pham has assembled a strong and substantial network in Silicon Valley, cross-pollinating industries, services, personalities, and products. Prior to founding Science Inc., Mr. Pham served as the Vice President of Business Development at Photobucket Inc., an image hosting and video hosting website. Prior to Photobucket Inc., Mr. Pham was the Chief Executive Officer of BillShrink. Mr. Pham earned a Bachelor s degree in Biological Sciences and a minor in Business Management from the University of California, Irvine. Thomas Dare. Thomas Dare is our Chief Financial Officer and Secretary. Mr. Dare is a founder of Science Inc. where he has served as a Managing Director since 2011. Mr. Dare leads fund and portfolio operations for Science Inc., tapping into his over 20 years of experience building and managing Internet companies through startup, growth, turnaround stages and entering public markets. He also serves as Chief Financial Officer and Secretary of two SPACs: SSACA, which successfully completed its initial public offering in January 2021, and SSACC, which is currently in registration with the SEC. Prior to founding Science Inc., Mr. Dare served as the Vice President of Business Intelligence for Myspace, Inc., a social networking service. Prior to Myspace, Inc., Mr. Dare served as the Chief Operating Officer of Tsavo Media, an online publishing network of more than 400 owned and operated sites. Prior to Tsavo Media, Mr. Dare was in charge of strategic development at Spark Networks SE (NYSE:LOV), an online personals and social networking provider. Prior to Spark Networks SE, Mr. Dare was part of the founding management team at Move (NASDAQ: MOVE), an online real estate listing service serving consumers and brokers. Mr. Dare is currently a member of the board of directors of Play VS, Inc. and the board of directors of Empirical Spirits. Mr. Dare holds a Bachelor s degree in Finance from Wayne State University and a Masters degree in Marketing from Pepperdine University. Greg Gilman. Greg Gilman serves on our Board of Directors. Mr. Gilman is a founder of Science Inc. where he has served as a Managing Director since 2011. He also serves on the Board of Directors of two SPACs: SSACA, which successfully completed its initial public offering in January 2021, and SSACC, which is currently in registration with the SEC. Mr. Gilman has more than 20 years of relevant experience as an executive, entrepreneur, investor, and attorney. Mr. Gilman serves as Executive Chair of Protego Trust Company, a de novo financial institution that provides digital asset-related services to institutional clients, and he serves on the board of Mammouth Media and Science Blockchain Pte Ltd. He is also the Co-Founder and Executive Chair of RxVantage, a healthcare data and informatics company that intelligently connects healthcare providers with life science experts as needed, and is currently used by the sales representatives of every major life sciences company, and has been named one of the top 10 medical practice solutions providers in the United States. Mr. Gilman previously served as a Professor of Law and Director of the Center for Entrepreneurship and Technology Law at Pepperdine University School of Law, where he designed and taught courses on Intellectual Property and Licensing. Mr. Gilman earned a Bachelor s degree in Political Science from Tufts University and a Juris Doctor from USC Gould School of Law. Mr. Gilman was selected to serve on our Board of Directors because of his experience as a pioneer in digital assets and his experience in regulated industries, both of which are expected bring valuable insight to the Board. Jeff Bonforte. Jeff Bonforte will serve as an independent director upon completion of this offering. Mr. Bonforte is the Chief Executive Officer of Grindr LLC, a social networking app. Mr. Bonforte is also a Managing Partner at Catapult Capital LLC, a private equity firm that targets investments in internet, advertising, media, consumer and broader technology. Mr. Bonforte is the primary product and technology expert at Catapult Capital. Mr. Bonforte has raised over $50 million in venture capital and realized over $100 million in exit proceeds. Mr. Bonforte is also a Member of the Board of Directors of JibJab Catapult CA LLC, a digital entertainment studio. Mr. Bonforte is also a Managing Director of Brown Dog Capital. From 2013 to 2018, Mr. Bonforte served as the Senior Vice President, Communications, Data and Research, at Yahoo Inc., a web service provider. In that role, Mr. Bonforte thwarted Yahoo Mail s user and revenue decline, ultimately bolstering a 70% increase in revenue and 5% user growth during his tenure. Mr. Bonforte holds a Bachelor s degree in Classical Civilizations from the University of California, Los Angeles. From 2015 to 2020, Mr. Bonforte served as a Member of the Board of Directors of Playworks, a nonprofit that supports student learning and physical health. Mr. Bonforte was selected to serve on our Board of Directors because of his experience as an executive in Internet-related industries and his experience in investing in technology, both of which are expected bring valuable insight to the Board. Bernard Kim. Bernard Kim will serve as an independent director upon completion of this offering. Since 2019, Mr. Kim has served as President of Publishing for Zynga Inc., a mobile games developer and operator. As President of Publishing, Mr. Kim is responsible for Zynga s global marketing, user acquisition, ad monetization, revenue, communications, consumer insights, data science, product management, business development, and partnerships. Mr. Kim is also responsible for managing Zynga s mergers and acquisitions. From 2006 to 2016, Mr. Kim was the Senior Vice President of Mobile Publishing at Electronic Arts Inc. (EA), a video game company. As the Senior Vice President of Mobile Publishing, Mr. Kim oversaw EA s mergers and acquisitions, mobile distributions, strategy, product management, analytics, network engagement, marketing, revenue demand planning, business development, and third-party publishing. Mr. Kim holds a Bachelor s degree in Economics and Communications from Boston College. Mr. Kim was selected to serve on our Board of Directors because of his experience as an executive for video game developers and his experience in managing mergers and acquisitions, both of which are expected bring valuable insight to the Board. Colette K. Taylor. Colette Taylor will serve as an independent director upon completion of this offering. Ms. Taylor is a member of the Board of Directors and Audit Committee of Partners in Care Trust Co., a $160 million Trust Bank providing fiduciary and care management services. Ms. Taylor is also a Board Member and Chair of the Audit Committee of Guardianship Services of Seattle Trust Co., a $300 million Trust Bank and certified professional guardian agency, which provides financial management and care and property management services. Ms. Taylor is also a Board Member, Chair of the Audit Committee, a Member of the Compensation Committee and a Member of the Nominating and Corporate Governance Committee for, both, SSACA and SSACC. From 2005 to 2020, Ms. Taylor served as CEO, President and Chair of Russell Investment Trust Company. She was responsible for the $50 billion Washington State charted Trust Bank. Ms. Taylor holds a Master of Business Administration degree from City University in Seattle, Washington, and a Bachelor s degree in Business Administration from Western Washington University. She currently is the chair of Goodwill s Olympic & Rainier Region. Ms. Taylor was selected to serve on our Board of Directors because of her extensive experience supervising regulatory filings, supervising financial reporting and improving internal controls, all of which are expected bring valuable insight to the Board. Priscilla Guevara. Priscilla Guevara is our Global Head of Investor Relations. Ms. Guevara has served as the Head of Investor Relations of Science Inc. since July 2018. Additionally, she leads the structuring and capital formation efforts for SPVs and new opportunity vehicles. Ms. Guevara also serves as Global Head of Investor Relations of two SPACs: SSACA, which successfully completed its initial public offering in January 2021, and SSACC, which is currently in registration with the SEC. Additionally, Ms. Guevara was an investor in sustainable assets on behalf of family offices, and led Strategy & Ops at SevenRooms and Business Development at Whispr Group. Further, in 2002, she started her early international experience on Wall Street focusing on asset management, capital markets, and regulatory at Sumitomo Mitsui, Neuberger Berman/Lehman, and JCAM/Moore Capital. She is currently the Chair of the Senior Women in Private Equity Group (West Coast Chapter) and an Active Member of 100 Women in Finance. Ms. Guevara is also currently a member of the Development Committee of the James Beard Foundation, having previously served on the board of The Leukemia & Lymphoma Society (NYC Chapter) as the Chair of Society Ties, its young professionals group. Ms. Guevara holds a B.A. from the University of California, Santa Barbara and an M.B.A. from Columbia Business School. April Henry. April Henry is our Executive Vice President, Corporate Development. She also serves as Executive President, Corporate Development of two SPACs: SSACA, which successfully completed its initial public offering in January 2021, and SSACC, which is currently in registration with the SEC. Ms. Henry has served as the Head of Corporate Development for Science, Inc. since February 2020. She is also a Special Advisor to WPP founder, Sir Martin Sorrell s S4 Capital, PLC. Previously, she sat on the board of directors of cmorq, Inc, a leading real-time digital asset audit and analytics platform, and she served as a Board Observer for Kensho Technologies (acquired by S&P Global) and as the Chairman of the board of directors of Flirtic, Inc., a mobile dating platform in Europe. In October 2018, Ms. Henry became the Founder & Managing Partner of Hawkeye Digital, LLC a consultancy company. Also in October 2018, Ms. Henry became the co-founder and Chief Revenue Officer for EQUELL, Inc. an early stage digital wellness and rewards platform launched in June 2019. Ms. Henry continues to be a strategic advisor to EQUELL. Ms. Henry was the Senior Vice President of Business Development for a leading business news network, CNBC, LLC from 2016 to 2018, where she sat on the NBCUniversal Management Committee and was a founding member of the CNBC Diversity Council. From 2011 to 2015 as a Vice President at Yahoo, Inc. Prior to Yahoo, Inc., Ms. Henry worked at News Corporation from 2006 to 2011, where she developed strategic board presentations, investments, acquisitions, joint ventures and business development partnerships at News Europe, Fox Interactive and Myspace, Inc. From 2005 to 2006, Ms. Henry was an investment associate at Index Ventures out of their London, U.K. office. Ms. Henry s corporate experience began with 11 years at Morgan Stanley, Inc. from 1994 to 2005 in global operations then as a technology and telecommunications equity research analyst responsible for both lead and joint stock coverage as well as research support for initial public offerings and secondary transactions. Number, Terms of Office and Appointment of Directors and Officers Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of five members. Prior to our initial business combination, holders of our founder shares will have the right to appoint all of our directors and remove members of the board of directors for any reason, and holders of our public shares will not have the right to vote on the appointment of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended by a majority of at least 90% of our shares of common stock attending and voting in a general meeting. Each of our directors will hold office for a two-year term. Subject to any other special rights applicable to the stockholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our shares of common stock (or, prior to our initial business combination, holders of our founder shares). Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated certificate of incorporation as it deems appropriate. Our amended and restated certificate of incorporation provides that our officers may consist of a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An "independent director" is defined generally as a person that, in the opinion of the company s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have three "independent directors" as defined in the Nasdaq listing standards and applicable SEC rules prior to completion of this offering. Our board of directors has determined that each of Jeff Bonforte, Bernard Kim and Colette K. Taylor is an independent director under applicable SEC and Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our directors or officers have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay an affiliate of our sponsor a total of $10,000 per month for office space, administrative and support services. Our sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, directors, officers or our or any of their respective affiliates. In March 2021, our sponsor transferred 40,000 founder shares to each of Jeff Bonforte, Bernard Kim and Colette K. Taylor, our independent director nominees. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors. We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination. Committees of the Board of Directors Upon the effective date of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee; a compensation committee; and a nominating and corporate governance committee. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our board of directors and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering. Audit Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. The members of our audit committee will be Jeff Bonforte, Bernard Kim and Colette K. Taylor. Colette K. Taylor will serve as chairperson of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that qualifies as an "audit committee financial expert" as defined in applicable SEC rules and has accounting or related financial management expertise. We will adopt an audit committee charter, which will detail the purpose and principal functions of the audit committee, including: assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; setting clear hiring policies for employees or former employees of the independent auditors; setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under "Management s Discussion and Analysis of Financial Condition and Results of Operations"; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors. The members of our compensation committee will be Jeff Bonforte, Bernard Kim and Colette K. Taylor. Jeff Bonforte will serve as chairperson of the compensation committee. We will adopt a compensation committee charter, which will detail the purpose and responsibility of the compensation committee, including: reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer s compensation, evaluating our Chief Executive Officer s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers; reviewing our executive compensation policies and plans; implementing and administering our incentive compensation equity-based remuneration plans; assisting management in complying with our proxy statement and annual report disclosure requirements; approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; producing a report on executive compensation to be included in our annual proxy statement; and reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Nominating and Corporate Governance Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance committee will be Jeff Bonforte, Bernard Kim and Colette K. Taylor. Bernard Kim will serve as chairperson of the nominating and corporate governance committee. We will adopt a nominating and corporate governance committee charter, which will detail the purpose and responsibilities of the nominating and corporate governance committee, including: identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of directors, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors; developing and recommending to the board of directors and overseeing implementation of our corporate governance policies; coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The charter will also provide that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm s fees and other retention terms. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. Code of Ethics Prior to the closing of this offering, we will adopt a code of business conduct and ethics (our "Code of Ethics") applicable to our directors, officers and employees. We will file a copy of our form of our Code of Ethics as an exhibit to the registration statement of which this prospectus forms a part. You will be able to review this document by accessing our public filings at the SEC s website at www.sec.gov. In addition, a copy of our Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. See "Where You Can Find Additional Information." Conflicts of Interest Our management team is responsible for the management of our affairs. As described above and below, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities, including Science Partners Management, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. In addition to the above, directors also owe a duty of care, which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience which that director has. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the stockholders; provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated certificate of incorporation or alternatively by stockholder approval at general meetings. All of our officers and certain of our directors have fiduciary and contractual duties to Science Partners Management and affiliates and to certain companies in which it has invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. None of the members of our management team who are also employed by our sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware, subject to his or her fiduciary duties under Delaware law. Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Delaware law and any other applicable fiduciary duties. Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Delaware law. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See "Risk Factors—Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented." We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially adversely affect our ability to identify and pursue business combination opportunities or complete our initial business combination. You should not rely on the historical record of our founders and management s performance as indicative of our future performance. See "Risk Factors—Past performance by our management team and their respective affiliates may not be indicative of future performance of an investment in the company." Potential investors should also be aware of the following potential conflicts of interest: None of our directors or officers is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. In the course of their other business activities, our directors and officers may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management s other affiliations, see "— Directors, Director Nominees and Officers." Our initial stockholders, directors and officers have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination within 24 months after the closing of this offering or during any Extension Period. However, if our initial stockholders (or any of our directors, officers or affiliates) acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within the prescribed time frame. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders until the earlier of: (1) one year after the completion of our initial business combination; and (2) subsequent to our initial business combination (x) if the last reported sale price of shares of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the private placement warrants and the shares of common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor until 30 days after the completion of our initial business combination. Since our sponsor and directors and officers may directly or indirectly own shares of common stock and warrants following this offering, our directors and officers may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Our directors and officers may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination. Our directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination. The conflicts described above may not be resolved in our favor. Accordingly, as a result of multiple business affiliations, our directors and officers have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Below is a table summarizing the entities to which our directors, officers and director nominees currently have fiduciary duties or contractual obligations: Individual Entity Entity s Business Affiliation Michael Jones Science Partners Management, LLC Venture Operating Company Managing Director Science Strategic Acquisition Corp. Alpha Special Purpose Acquisition Company Chief Executive Officer and Chairman of the Board of Directors Science Strategic Acquisition Corp. Charlie Special Purpose Acquisition Company Chief Executive Officer and Chairman of the Board of Directors Blip Technologies Automotive Tech Director Biite Food Marketplace Director Arrive Outdoors, Inc. Outdoor Lifestyle Director DogDrop, Inc. Pet sitting Membership Director Empirical IVS Innovative Beverage Company Director Faraday Labs, Inc. (dba Lambs) Protective Fabrics Director Heavy Sound Music Artist Discovery and Distribution Director Hello Me Fintech Director Hopscotch D2C Innovative Education Director ICO Watchdog, Inc. Blockchain Information Products Director La Mend Inc. (dba The Good Patch) D2C Wellness Director Mammouth Media, Inc. Mobile App Developer Director Off Limits D2C Food Director Pray, Inc. D2C Spiritual and Wellness Director SaMo Health Inc. (dba Kyoku) D2C Performance (Protein) Director Stunner D2C Home Services Director Springrole, Inc. Employment Verification Director Super Computer, Inc. Consumer Mobile Entertainment Director Supplying Demand, Inc. (dba Liquid Death) Beverage Director Zen App, Inc. Consumer Wellness Director Benefits Hub, Inc. Employee Benefits Director Individual Entity Entity s Business Affiliation Peter Pham Science Partners Management, LLC Venture Operating Company Managing Director Science Strategic Acquisition Corp Alpha Special Purpose Acquisition Company President Science Strategic Acquisition Corp Charlie Special Purpose Acquisition Company President Thomas Dare Science Partners Management, LLC Venture Operating Company Managing Director Science Strategic Acquisition Corp. Alpha Special Purpose Acquisition Company Chief Financial Officer & Secretary Science Strategic Acquisition Corp. Charlie Special Purpose Acquisition Company Chief Financial Officer & Secretary PlayVS, Inc. ESports Director Empirical AsP Innovative Beverage Company Director Greg Gilman Science Partners Management, LLC Venture Operating Company Managing Director Science Strategic Acquisition Corp. Alpha Special Purpose Acquisition Company Director Science Strategic Acquisition Corp. Charlie Special Purpose Acquisition Company Director Protego Trust Company Financial Institution Director RxVantage, Inc. Healthcare Information Director Mammouth Media Mobile App Developer Director Science Blockchain Pte Ltd Digital Asset Issuer Director Priscilla Guevara Science Partners Management, LLC Venture Operating Company Affiliate/Employee Science Strategic Acquisition Corp. Alpha Special Purpose Acquisition Company Global Head of Investor Relations Science Strategic Acquisition Corp. Charlie Special Purpose Acquisition Company Global Head of Investor Relations James Beard Foundation Culinary Arts Development Committee April Henry Science Partners Management, LLC Venture Operating Company Affiliate/Employee Science Strategic Acquisition Corp. Alpha Special Purpose Acquisition Company Executive Vice President, Corporate Development Science Strategic Acquisition Corp. Charlie Special Purpose Acquisition Company Executive Vice President, Corporate Development S4 Capital, PLC Digital Advertising Special Advisor cmorq, Inc. Digital Asset Audit & Analytics Director Hawkeye Digital, LLC Management Consulting Founder & Managing Partner EQUELL, Inc. Digital Wellness & Rewards Co-founder & Strategic Advisor Saana Healthcare Technology Strategic Advisor Cinq-Zero-Cinq Ltd (dba Double Vision) Specialty Apparel Strategic Advisor Individual Entity Entity s Business Affiliation Jeff Bonforte Grindr LLC Social Networking Chief Executive Officer Catapult Capital LLC Private Equity Investments Managing Partner JibJab Catapult CA LLC Digital Entertainment Director Brown Dog Capital Venture Capital and Private Equity Managing Director Bernard Kim Zynga Inc Mobile Games Development and Operation President of Publishing Colette K. Taylor Partners in Care Trust Co. Fiduciary & Care Management Services Director & Audit Committee Member Guardianship Services of Seattle Trust Co. Financial Management Services Director & Audit Committee Member Science Strategic Acquisition Corp. Alpha Special Purpose Acquisition Company Director, Chair of the Audit Committee, Compensation Committee Member and Nominating and Corporate Governance Committee Member Science Strategic Acquisition Corp. Charlie Special Purpose Acquisition Company Director, Chair of the Audit Committee, Compensation Committee Member and Nominating and Corporate Governance Committee Member (1)Includes Science Partners Management and certain of its funds and other affiliated companies. Accordingly, if any of the above directors or officers become aware of a business combination opportunity which is suitable for any of the above entities to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Delaware law. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially adversely affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Our sponsor and our officers and directors may sponsor, form or participate in other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an acquisition target, particularly in the event there is overlap among investment mandates. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. In particular, each of our officers and Mr. Gilman are actively engaged in SSACA, a special purpose acquisition company that completed its initial public offering in January 2021, and Science Strategic SSACC, a special purpose acquisition company that is currently in registration with the SEC. SSACA and SSACC, like us, intend to pursue an initial business combination with a company in the D2C brands, D2C services or mobile and social entertainment sectors, but may pursue initial business combination targets in any businesses or industries. SSACA has until January 2023 to do so (absent an extension in accordance with its charter) and SSACC s timeline is dependent on the successful completion of its initial public offering. In addition, our officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Below is a table summarizing the special purpose acquisition companies to which our directors and officers currently have fiduciary duties or contractual obligations: SPAC Management Team/Founders Current Status Proceeds Raised or To Be Raised Acquisition Focus Duration Science Strategic Acquisition Corp. Alpha Michael Jones, CEO & Chairman of the Board of Directors Peter Pham, President & Director Tom Dare, Chief Financial Officer & Secretary Greg Gilman, Director Priscilla Guevara, Global Head of Investor Relations April Henry, Executive Vice President, Corporate Development Searching for target $311,500,000 D2C brands, D2C services or mobile and social entertainment sectors January 2023, absent an extension in accordance with its charter Science Strategic Acquisition Corp. Charlie Michael Jones, CEO & Chairman of the Board of Directors Peter Pham, President & Director Tom Dare, Chief Financial Officer & Secretary Greg Gilman, Director Priscilla Guevara, Global Head of Investor Relations April Henry, Executive Vice President, Corporate Development In registration with SEC $126,500,000, or $145,250,000 if the underwriter s overallotment option is exercised in full D2C brands, D2C services or mobile and social entertainment sectors 24
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001849584_science_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001849584_science_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cfc18820032fa6c4cdcd6259c7d4805c977add5d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001849584_science_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 tm2110715d2_s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on July 16, 2021. Registration No. 333-254741 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment no. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Science Strategic Acquisition Corp. Charlie (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 6770 (Primary Standard Industrial Classification Code Number) 86-2305315 (I.R.S. Employer Identification Number) 1447 2nd St Santa Monica, CA 90401 Telephone: (310) 393-3024 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Michael Jones Chief Executive Officer c/o Science Strategic Acquisition Corp. Charlie 1447 2nd St Santa Monica, CA 90401 Telephone: (310) 393-3024 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Justin R. Salon Andrew P. Campbell Morrison & Foerster LLP 2100 L Street, NW, Suite 900 Washington, DC 20037 (202) 887-1500 Derek J. Dostal Deanna L. Kirkpatrick Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-fourth of one redeemable warrant(2) 14,375,000 $ 10.00 $ 143,750,000 $ 15,683 Shares of Class A common stock included as part of the units(3)(4) 14,375,000 — — — (5) Redeemable warrants included as part of the units(3)(4) 3,593,750 — — — (5) Shares of Class A common stock underlying redeemable warrants 3,593,750 $ 11.50 41,328,125 $ 4,509 Total $ 185,078,125 $ 20,192 (6) (1)Estimated solely for the purpose of calculating the registration fee. (2)Includes 1,875,000 units, which may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any. (3)Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4)Maximum number of shares of our Class A common stock and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriter. (5)No fee pursuant to Rule 457(g) under the Securities Act. (6) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 16, 2021 PRELIMINARY PROSPECTUS $125,000,000 Science Strategic Acquisition Corp. Charlie 12,500,000 Units Science Strategic Acquisition Corp. Charlie is a newly incorporated blank check company, incorporated as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any industry or geographic location (subject to certain limitations described in this prospectus), we intend to focus our search for a target business operating in the direct-to-consumer brands, direct-to-consumer-services and mobile and social entertainment sectors. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have also granted the underwriter a 45-day option to purchase up to an additional 1,875,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding shares of our Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we have not completed our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law and as further described herein. Our sponsor, SSAC Charlie Sponsor, LLC, a Delaware limited liability company (which we refer to as our sponsor throughout this prospectus), has committed to purchase an aggregate of 2,750,000 warrants (or 2,937,500 warrants if the underwriter s over-allotment option is exercised in full) at a price of $2.00 per warrant ($5,500,000 in the aggregate or $5,875,000 in the aggregate if the underwriter s over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each private placement warrant entitles the holder thereof to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as provided herein. Our initial stockholders currently hold 3,593,750 shares of our Class B common stock (which we refer to as founder shares as further described herein), up to 468,750 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised. The shares of our Class B common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of our Class A common stock, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the shares of our Class B common stock will convert into shares of our Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of our Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of our Class A common stock issuable upon conversion of all shares of our Class B common stock will equal, in the aggregate, 20% of the sum of all shares of our Class A common stock issued and outstanding upon the completion of this offering, plus all shares of our Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination. Prior to our initial business combination, holders of shares of our Class B common stock will have the right to appoint all of our directors and may remove members of the board of directors for any reason. On any other matter submitted to a vote of our stockholders, holders of shares of our Class B common stock and holders of shares of our Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. Prior to this offering, there has been no public market for our units, shares of our Class A common stock or warrants. We have applied to list our units on the Nasdaq Capital Market ( Nasdaq ) under the symbol SCICU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The shares of our Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ) containing an audited balance sheet of the company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities constituting the units begin separate trading, we expect that the shares of our Class A common stock and warrants will be listed on Nasdaq under the symbols SCIC and SCICW, respectively. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See Risk Factors beginning on page 35. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, Before Expenses, to Us Per Unit $ 10.00 $ 0.55 $ 9.45 Total $ 125,000,000 $ 6,875,000 $ 118,125,000 (1)Includes $0.35 per unit, or $4,375,000 (or $5,031,250 if the underwriter s over-allotment option is exercised in full) in the aggregate, payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. Does not include certain fees and expenses payable to the underwriter in connection with this offering See also Underwriting for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $125.0 million, or $143.75 million if the underwriter s over-allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriter is offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2021. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Sole Book-Running Manager Credit Suisse The date of this prospectus is , 2021 We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriter take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. TABLE OF CONTENTS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001850047_quiet_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001850047_quiet_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ff4152168afa76759a9388e5389b0fc176bec77a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001850047_quiet_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Act are to the Companies Act (as amended) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); management or our management team are to our executive officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); ordinary resolution are to a resolution adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor and members of our management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; special resolution are to a resolution adopted by the affirmative vote of at least a two-thirds ( ) majority (or such higher threshold as specified in the company s amended and restated articles of association) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; sponsor are to Quiet Plus I Sponsor, LLC, a Delaware limited liability company; and we, us, our, company, our company or Quiet Plus are to Quiet Plus I Acquisition Corp., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions (1) $ 0.55 $ 13,750,000 Proceeds, before expenses, to us $ 9.45 $ 236,250,000 (1) Includes $0.35 per unit, or $8,750,000 (or up to $10,062,500 if the underwriters option to purchase additional units is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of Class A ordinary shares sold as part of the units in this offering, as described in this prospectus. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250 million, or $287.5 million if the underwriters option to purchase additional units is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager Credit Suisse The date of this prospectus is , 2021. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Company We are a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. Our sponsor is affiliated with Quiet Capital Management, LLC ( Quiet Capital ), a prominent technology venture capital firm based in New York, NY and San Francisco, CA. Quiet Capital s primary business is investing in private technology companies globally. Quiet Capital has demonstrated a history of what we believe to be strong performance based on realized and current value. Quiet Capital s mission is to drive long-term value creation by actively supporting the next generation of entrepreneurs. We fundamentally believe that these entrepreneurs get the most value working with other founders, builders, and operators to scale their businesses via both capital and mentorship. We believe the SPAC process from private-to-public should be no exception. We intend to build an authentic Quiet Plus franchise for entrepreneurs by entrepreneurs. Our management team s significant experience investing in and operating high growth companies at early and late stages, as well as their extensive technology expertise, personal relationships, and broad network provide us with a competitive advantage for sourcing exceptional opportunities. While we may pursue an initial target business in any stage of its corporate evolution or in any industry or sector, we initially intend to focus our search on target businesses in the technology industry. Quiet Capital exists to help leaders start, build, and scale the best companies of tomorrow. Quiet Capital has built a brand as a trusted partner to founders with a powerful network and a scalable capital formation model. Quiet Capital is often among the first supporters to have conviction in the businesses it backs. It often builds relationships with founders over several years before investing, and continue to invest multiple times to support these founders. Over the past decade, Quiet Capital and/or its principals has made nearly 500 investments into technology companies. Its wide network of relationships has helped source proprietary opportunities, back hundreds of technology founders in the process, and add value to those companies beyond just capital. Quiet Capital is committed to driving long-term value for entrepreneurs and expects to be long-term shareholders and partners to the business that it acquires. Quiet Capital has developed a competitive advantage within the technology ecosystem. Its own experience as founders, builders, operators, and financial partners combined with a desire to build enduring partnerships is especially attractive to entrepreneurs looking to have a shareholder base focused on the long-term. Quiet Capital has an understated approach to promoting the businesses it invests in, opting for the leaders of the companies they invest in to be in the spotlight, so as not to be a distraction from the true value creators. It has developed an internal network technology platform to connect many thousands of the world s top people, ideas, and sources of capital. This has served as the foundation for countless executive hires, critical business development partnerships, and acquisition and investment opportunities for our existing portfolio. The cornerstone of this strategy going forward is a distributed Venture Partner network that extends far beyond the Quiet Capital team and allows the firm to have substantially greater visibility across the technology landscape. Over its history, Quiet Capital has repeatedly demonstrated an ability to identify generationally impactful companies early and partner with entrepreneurs along their growth journey. We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and neither we nor the underwriters take any responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. TABLE OF CONTENTS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001850239_think_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001850239_think_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..927a2ac142a9a00d11e58505ac1f175fdc27f718
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001850239_think_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, our or our company are to Think Elevation Capital Growth Opportunities, a Cayman Islands exempted company; amended and restated memorandum and articles of association are to our Amended and Restated Memorandum and Articles of Association; Companies Act are to the Companies Act (as revised) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the conversion of the Class B ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, as described herein (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors, and directors are to our current directors and director nominees; multiple on invested capital, a ratio intended to represent how much value an investment has returned, and is calculated as gross realized value plus gross unrealized value divided by the total amount invested (Unrealized value based on an exchange rate of INR to United States dollars as of December 31, 2020 (as applicable)) ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shareholders are to the holders of our public shares, including our initial shareholders and members of our management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); sponsor or founders are to Think Elevation Capital, LLC, a Delaware limited liability company, which is controlled by its members TIMF LP, a Cayman Islands exempted limited partnership, and Elevation Capital VI Limited; and warrants are to our public warrants and private placement warrants. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED AUGUST 11, 2021 PRELIMINARY PROSPECTUS $225,000,000 THINK ELEVATION CAPITAL GROWTH OPPORTUNITIES 22,500,000 Units Think Elevation Capital Growth Opportunities is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fourth of one redeemable warrant. Each whole warrant entitles its holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants once the warrants become exercisable. The underwriter has a 45-day option from the date of this prospectus to purchase up to 3,375,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of our initial business combination, including interest (net of taxes paid or payable), divided by the number of then outstanding public shares, subject to the limitations described in this prospectus. If we do not complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described in this prospectus. Our sponsor, Think Elevation Capital LLC, has agreed to purchase 5,000,000 warrants (or 5,450,000 if the underwriter s option to purchase additional units is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. Our initial shareholders currently own an aggregate of 6,468,750 Class B ordinary shares (up to 843,750 of which will be surrendered to us by our sponsor for no consideration after the closing of this offering depending on the extent to which the underwriter s option to purchase additional units is exercised). The total number of Class B ordinary shares outstanding after this offering and the expiration of the underwriter s option to purchase additional units will equal 20.0% of the total number of Class A ordinary shares and Class B ordinary shares outstanding at such time. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis, subject to adjustment, as described in this prospectus. Only holders of Class B ordinary shares will have the right to appoint directors in any election held prior to or in connection with the completion of our initial business combination and may remove members of the board of directors for any reason. On any other matters submitted to a vote of our shareholders, holders of Class B ordinary shares and holders of Class A ordinary shares will vote together as a single class, except as required by law. Currently, there is no public market for our securities. We intend to apply to have our units listed on The Nasdaq Capital Market, or Nasdaq, under the symbol TEGAU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and redeemable warrants comprising the units to begin separate trading on Nasdaq under the symbols TEGA and TEGAW respectively, on the 52 day following the date of this prospectus (or, if such day is not a business day, on the next succeeding business day) unless the underwriter permits earlier separate trading and we have satisfied certain conditions. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 39 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 225,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 12,375,000 Proceeds, before expenses, to us $ 9.45 $ 212,625,000 (1) $0.20 per unit, or $4,500,000 in the aggregate (or $5,175,000 if the underwriter s option to purchase additional units is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $7,875,000 in the aggregate (or $9,056,250 in the aggregate if the underwriter s option to purchase additional units is exercised in full), payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described in this prospectus and released to the underwriter only upon the completion of an initial business combination. See also Underwriting for a description of underwriting compensation to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $225,000,000, or $258,750,000 if the underwriter s option to purchase additional units is exercised in full ($10.00 per unit in either case), will be deposited into a trust account in the United States with U.S. Bank National Association acting as trustee. The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager Morgan Stanley , 2021 Table of Contents described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its option to purchase additional units and the surrender by our sponsor of 843,750 founder shares to us for no consideration. General We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any potential business combination target with respect to an initial business combination with us. Our sponsor is an affiliate of Think Investments and Elevation Capital (formerly known as SAIF Partners India) ( Elevation Capital ). As of December 31, 2020, Think Investments and Elevation Capital, on a combined basis, have invested approximately $1.3 billion in private companies in India, valued at approximately $7.4 billion and have generated an aggregate 5.7x multiple on invested capital. In addition, Think Investments and Elevation Capital, together, had approximately $960 million in assets under management in public companies as of December 31, 2020. Think Investments is a global investment firm based in San Francisco, USA, with local presence in Mumbai, India and Singapore. Think Investments is led by Shashin Shah, its founder and managing partner, and a four-person senior team comprised of professionals with deep operating experience in emerging markets and global technology. Think Investments invests across public and private companies, with an emphasis on emerging markets. Think Investment s investment philosophy is primarily focused on finding high quality businesses run by best-in-breed management teams. Since completing its first investment in 2013, Think Investment s strong track record in India includes approximately $1 billion of investments in Indian companies as of February 28, 2021, including early-stage investments in Dream11, PharmEasy and Chaayos; growth capital investments in the National Stock Exchange of India Ltd and Experian PLC; and public investments in Bajaj Finance Ltd., Laurus Labs Limited and Radico Khaitan Ltd. Elevation Capital is a private investment firm focused on investing in India. Ravi Adusumalli, the founder and managing partner of Elevation Capital, is supported by a five-person senior team, who together lead a 29-member investment team located across Gurgaon and Bangalore, India and Salt Lake City, USA. Since completing its first investment in 2002, Elevation Capital has invested more than $1.5 billion in capital in over 125 companies as of December 31, 2020. Elevation Capital s focus is on early-stage investing and it has been an early investor and partner to founders of category defining companies such as Paytm, Makemytrip, Swiggy, Justdial, FirstCry, Meesho, ShareChat, NoBroker, Unacademy and Urban Company. Since its inception, Elevation Capital has successfully realized or partially-realized over 25 investments. Seven of its early-stage investments have grown through the private and public markets to achieve a value of $1.0 billion or more (unicorns). Our company is led by Mr. Adusumalli, our Co-Chief Executive Officer, Mr. Shah, our Co-Chief Executive Officer, Tom Glaser, our Chief Financial Officer, and Vivek Mathur, our Chief Operating Officer. They will be supported by the Think Investments and Elevation Capital global investment teams. We believe that the experience and relationships of our sponsor, management team and board of directors with technology companies Table of Contents based in India and their founders, executives and investors, in addition to the extensive industry and geographical reach of our network, will give us a competitive advantage in pursuing business combination opportunities. Although we may pursue a business combination opportunity in any business or industry, we currently intend to focus our efforts on identifying high growth technology and tech-enabled businesses located, or with significant business activity, in India. Through their long-history and track-record in investing in India s technology sector, our management has developed an expertise and rich network in India s technology sector, as well a deep private equity know-how in sourcing, due diligencing, financing and executing successful deals in India. Our management also has extensive experience of investing in public capital markets. We believe that our management s expertise, know-how and rich network will provide us a competitive advantage in sourcing attractive targets in India s technology ecosystem and executing a successful deal. Our Founders, Our Board of Directors and Management We believe our management team s backgrounds can have a transformative impact on any business combination target. Our management team intends to deploy a proactive, thematic sourcing strategy using their network in the Indian technology ecosystem. We will focus our efforts on companies where we believe the combination of our management team s experience, deal-making track record, professional relationships and technology sector expertise can be catalysts to enhancing the growth potential and value of an initial business combination target. We believe our directors bring additional expertise of founding and operating industry transforming technology businesses that will enhance our ability to identify and execute our initial business combination. Ravi Adusumalli, our Co-Chief Executive Officer, is the founder of Elevation Capital and has served as managing partner of Elevation Capital since December 2010. Mr. Adusumalli is supported by a five persons senior team, who together lead a 29-member investment team located across Gurgaon and Bangalore, India and Salt Lake City, USA. Since completing its first investment in 2002, Elevation Capital has invested more than $1.5 billion in capital and invested in over 125 companies. Elevation Capital s focus in on early-stage investing and has been an early investor and partner to founders of category defining companies such as Paytm, Make My Trip, Swiggy, Just Dial, FirstCry. Meesho, ShareChat, NoBroker, Unacademy and Urban Company. To date, Elevation Capital has successfully realized or partially-realized over 25 investments. Mr. Adusumalli has a bachelor s degree in Government and Economics from Cornell University. Shashin Shah, our Co-Chief Executive Officer, is the founder of Think Investments and has served as managing partner of Think Investments since 2013. From 2008 to 2013, Mr. Shah was a partner at Valiant Capital Partners ( Valiant ). Prior to Valiant, he worked as an Analyst at Blue Ridge Capital, a global long/short equity fund, from 2006 to 2008 and as an Equity Research Analyst at Morgan Stanley from 2004 to 2006. From 2003 to 2004, Mr. Shah worked at ExxonMobil in the Middle East and South America Upstream Group. Mr. Shah has a bachelor s degree in Computer Engineering from the University of Mumbai and a Masters of Business Administration degree from the University of Texas at Austin. Tom Glaser, our Chief Financial Officer, has served as the Chief Financial Officer of Think Investments since 2013. From 2008 to 2013, Mr. Glaser served as the Chief Financial Officer of Ayer Capital Management, a long/short equity healthcare fund. He served as Chief Financial Officer of Sports Composite DE Inc., a venture backed internet start-up, from 2006 to 2008. Prior to Sports Composite, Mr. Glaser was a Manager at Ernst &Young LLP, global asset management practice and was an Associate at Arthur Anderson, private client services (tax and audit practice). Mr. Glaser has a bachelor s degree in Business Economics from the University of California Los Angeles and a Masters of Business Administration degree from the Wharton School of Business at the University of Pennsylvania. Table of Contents Vivek Mathur, our Chief Operating Officer, has been an operating partner at Elevation Capital since 2011. Mr. Mathur assists portfolio companies scale by working with them on matters such as finance operations, compliance and structuring. He has over 20 years of operational experience in finance, banking and strategy. He has previously worked at Standard Chartered Bank and headed Dell s Global Contact Centers in India. Mr. Mathur has a bachelor s degree in Chemical Engineering and M.Sc. Chemistry from BITS Pilani and a Masters of Business Administration degree from the University of Iowa. Neeraj Arora is a director nominee. Mr. Arora currently serves as an executive at Venture Highway Capital, a venture capital fund. Mr. Arora previously served as Global Business Head at Whatsapp from November 2011 until November 2018. Prior to his role at Whatsapp, Mr. Arora served as the Principal, Corporate Development at Google and prior to that he served as the Chief Manager at Times Internet Ltd. Mr. Arora began his career at Accellion Inc. as a Program Manager. Mr. Arora is a mechanical engineering graduate from the Indian Institute of Technology, Delhi and has a Masters of Business Administration degree from the Indian School of Business in Finance and Strategy. Harsh Jain is a director nominee. Mr. Jain is the CEO and Co-Founder of Dream Sports, India s leading sports technology company, with brands such as Dream11, FanCode, DreamX, DreamSetGo and DreamPay in its portfolio. He founded Dream11 in 2008, along with co-founder Bhavit Sheth, and led it to become the world s largest fantasy sports platform with over 100 million users. Mr. Jain is a passionate believer in culture-driven organisations and a user-first approach to problem-solving. He has married his love for sports, gaming and technology with these values to create India s first multi-billion dollar sports tech conglomerate, Dream Sports, whose mission is to Make Sports Better . A lifelong Manchester United, Mumbai Indians and Indian cricket team fan, Mr. Jain completed his engineering degree from the University of Pennsylvania and has a Masters of Business Administration degree from Columbia Business School. Mr. Jain is based in Mumbai, India, and is actively involved in philanthropy through the Dream Sports Foundation, focused on serving the Indian sports ecosystem, as well as Raksha Foundation, an NGO he set up along with his wife Rachana, that serves animals and children in need. Kabir Misra is a director nominee. Since October 2018, Mr. Misra has served as managing partner at RPS Ventures, a venture capital firm in Palo Alto, California. RPS invests in technology companies globally, including India. Prior to October 2018, Mr. Misra worked at SoftBank since 2006 and has represented SoftBank at various points on the boards of technology companies in the USA and Asia, including FlipKart and PayTM in India. Before 2006, Mr. Misra worked as an investment banker in the United States and Hong Kong. Mr. Misra has a bachelor s degree in Economics from Harvard University and a Masters of Business Administration degree from the Stanford Graduate School of Business. Vijay Shekhar Sharma is a director nominee. Mr. Sharma has served as the Chairman and Managing Director of One 97 Communications Limited that owns the flagship consumer brand Paytm since December 2000. Mr. Sharma has played a critical role in developing the mobile payments and commerce ecosystem in India. Mr. Sharma founded OCL in 2000 and established the Paytm brand in August 2010 and continues to oversee the key strategic efforts including engineering, design and marketing. He has also launched Paytm Payments Bank, bringing a new business model to the world of banking. Mr. Sharma was featured in Time Magazine s 100 Most Influential People list in 2017. He has also received several other top industry honors, including GQ Man of the Year and Entrepreneur of the Year at the ET Awards for Corporate Excellence. He holds a bachelor s degree in Electronics and Communications from the Delhi College of Engineering. David Sung is a director nominee. Mr. Sung is an experienced financial services and auditing professional with over 37 years of audit experience serving clients in the investment management business. Mr. Sung retired from Ernst & Young in 2014. He now serves as a trustee and audit committee chair of the Hartford Funds (2017 to present) and Ironwood Institutional Multi-Strategy Fund, LLC and Ironwood Multi-Strategy Fund, LLC (October 2015 to present). He is also a board member and audit committee chair of Nippon Wealth Bank, a Table of Contents restricted license bank in Hong Kong since 2015, as well as serving as an independent director or governance committee member of six private fund groups, including serving as an independent director of two funds for Think Investments, an affiliate of our sponsor. He earned a bachelor s degree in Business Administration from the University of San Francisco. Together, we believe our sponsor, directors and management team have the expertise to enhance our ability to identify attractive targets, execute a successful initial business combination and provide long-term support after the initial business combination. Notwithstanding our sponsor s, its affiliates and our management team s past experiences, including investments and transactions in which they have participated and businesses with which they have been associated, past performance is not a guarantee that (i) we will be able to identify a suitable candidate for our initial business combination or (ii) we will provide an attractive return to our shareholders from any business combination we may consummate. You should not rely on the historical record of our management s performance as indicative of our future performance. See Risk Factors Past performance of members of our management team, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in us, and we may be unable to provide positive returns to shareholders. Our Market Opportunity Our primary focus will be on the Indian technology ecosystem. The Indian technology sector is a large and growing market that we believe will provide attractive target opportunities for us. We believe our management s, board of directors and sponsor s experience and track record of investing in Indian technology companies make us very well placed to take advantage of this opportunity. Strong Macro-fundamentals With a gross domestic product, or GDP, of approximately $2.59 trillion in 2020, India is the sixth largest economy today according to the International Monetary Fund. India s GDP growth rate is projected at 7.8% per annum in real terms (versus 6.2% for China and 2.4% for USA) during 2020-2025 according to data from the International Monetary Fund. The Economic Survey 2020-21, published by the Government of India, has projected India s economy to grow 11% in the fiscal year of 2022, reflecting a sharp rebound from the slowdown experienced during 2020 amidst the COVID-19 pandemic. By 2030, India is expected to be the 3rd largest economy globally, according to the Centre for Economics and Business Research (CEBR). We believe the key drivers of India s projected growth are increased consumer consumption driven by higher disposable income, a large working population with a relatively low median age as compared to other nations, increased urbanization and pro-business government policies. Large and Growing Market Approximately 50% of the households in India are in the middle income or high income brackets, with annual incomes of greater than approximately $2,785, according to IMRG. India also has a relatively young population, with approximately 51% of Indians in the age group of 11 to 39 years old, as compared to approximately 40% for China and the United States, according to the UN World Population Prospects 2019. In addition, India had more than 2.7 million people who hold graduate degrees in science, technology, engineering or mathematics in 2018, according to United Nations Educational, Scientific and Cultural Organization. India also has the second largest English speaking population in the world. We believe this demographic makes India an attractive market to target for technology related spending. Table of Contents Digital Inflection We believe that India s digital inflection is underway. According to Statista, in 2020, approximately 700 million Indians have access to the internet and the number is expected to increase to over 974 million by 2025. According to IBEF, in 2019, India had nearly 502 million smartphone users, accounting for more than 70% of Indians having access to internet. Smartphone users are expected to reach 780 million in 2021. Several initiatives by the Indian Government, such as Jan Dhan, Aadhaar, UPI, and GSTIN, are fast tracking India s digitization. There are approximately 694 million 4G subscribers in India in 2020 according to Omdia. Data prices in India are among the lowest globally at $0.09 per gigabyte, compared to a global average price of $5.09 per gigabyte according to Cable.co.uk Worldwide Mobile Data Pricing report for 2020. In addition, the Indian Government is making efforts to increase fiber to the home, or FTTH penetration. 5G services are also expected to be launched by early 2022. Digitization is leading to fundamental shifts in consumer behavior. Digitization is growing in India s medium and small businesses merchants. Technology is also leading to financial democratization, making financial services and products more accessible. This dynamic shift affects all segments and industries in India, making India a growing market for technology based goods and services. Broad Universe of Potential Targets In the last decade, there has been an emergence of more than 10,000 technology startups in India. We believe the underpenetrated market in India across sectors that has an ability to be disrupted by technology presents attractive opportunities to investors from across the globe. This resulted in a significant amount of capital being invested in India. As per PitchBook, from 2017 through 2020, there has been more than $65 billion in private investments in Indian technology companies by private equity and venture capital firms. The public capital markets for Indian technology companies have meaningfully lagged the private capital markets. According to Bloomberg Finance L.P., the Indian technology sector1 (excluding technology service) represented 1.4% of the aggregate market capitalization of India s publicly traded companies versus 25.5% for the United States and 17.9% for China, as of March 12, 2021. According to Bloomberg Finance L.P., there has not been an initial public offering of an Indian technology company from such technology sector in the last decade with a market capitalization of more than $1 billion at the time of the initial public offering. As a result, we believe that there is a favorable opportunity for investors to invest in such Indian technology sector. We intend to utilize our deep experience, extensive network and strong relationships in India s technology ecosystem to position ourselves as an attractive partner for companies seeking additional capital to fuel growth and development and access to public capital markets though a listing on a U.S. national securities exchange. We are confident that our strong experience and expertise and relationships with private and institutional investors will help us ensure a smooth transition into the public capital markets for a target company. Business Strategy Our business strategy is to identify and acquire a company with ties to Indian technology ecosystem, a strategy that complements the experience of our sponsor, management team and directors and can benefit from their experience and expertise. Think Investments and Elevation Capital have a strong and proven track record in India, with combined private investments of $1.3 billion across 104 companies as of December 31, 2020. Of these companies, nine 1 Based on Bloomberg Industry Classification Systems (BICS) comprised of internet media services, entertainment content, semiconductors, software and technology hardware. Table of Contents have grown through the private and public markets to achieve a value of $1.0 billion or more (unicorns). Think Investments and Elevation Capital have built a robust network and strong and deep relationships in the Indian technology ecosystem with founders and marquee, like-minded investors. Our selection process will leverage our management team s and our sponsor s deep relationship network, unique India and industry experiences and proven deal sourcing capabilities to access a broad spectrum of differentiated opportunities. Upon completion of this offering, our management team will communicate with their networks of relationships to articulate the parameters for our search for a business combination target and begin the process of pursuing and reviewing potential opportunities. Below is our core philosophy that we will use to guide our evaluation of potential business combination targets: We envision working alongside the founders of our business combination target to realize the vision they have been working towards since they started the company. We believe alignment with shareholders of our business combination target is critical to be able to deliver, both operationally and financially. We believe employees are key to the success of companies and intend to reward the employees of our business combination target to enable them to think like owners because they are critical for the long term growth of the company. We believe all stakeholders are important. We will work towards building long term relationships with all key stakeholders of our business combination target. We believe highest standards of corporate governance is tables stake and critical for the success of any listed company. We seek to provide a path to additional capital and access to the public capital markets through a listing on a U.S. national securities exchange for Indian technology companies. We believe that our approach will represent a strong value proposition for our initial business combination target. Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective businesses combination targets. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. Market: India is at a digital inflection with a large number of scaled technology companies. We will seek initial business combination targets that we believe are well positioned to take advantage of India s continued digitization and have the potential to better reach and serve the large, untapped Indian market where household incomes and digital technology use is on the rise. The Indian economy across sectors is large and growing. We will also seek initial business combination targets that are a play on India s engineering talent. Proven Resilient Business Model: We will seek initial business combination targets that we believe have sustainable competitive advantages. We will look for proven resilient business models that provide companies the ability to quickly adapt to disruptions in the marketplace and companies with operations that pose high barriers to entry for competitors. IPO Ready Companies: We will seek initial business combination targets that we believe have internal systems and process in place to be a listed company. Table of Contents Founder and management team: We will seek initial business combination targets with entrepreneurial, experienced and ambitious founders and management teams. Like mindedness of the founder and management team with us will be a critical aspect of our evaluation and we intend to devote significant resources to analyzing and reaching alignment with them before the initial business combination. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. Initial Business Combination Nasdaq rules require and our amended and restated memorandum and articles of association provide that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of our signing of a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm that is a member of Financial Industry Regulatory Authority, Inc., or FINRA, or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make such independent determination of fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board of directors determines that outside expertise would be helpful or necessary in conducting such analysis. As any such opinion, if obtained, would only state that the fair market value meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of the target or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required by Schedule 14A of the Securities Exchange Act of 1934, as amended, or the Exchange Act, any proxy solicitation materials or tender offer documents that we will file with the SEC in connection with our initial business combination will include such opinion. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post- Table of Contents transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001850272_social_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001850272_social_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..270252cee5af5fe37df735bf02e696831310ce6b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001850272_social_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. General We are a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. To date, we have not engaged in any operations or generated any revenues. Our only activities since inception have been organizational activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after completion of our initial business combination. While we may pursue an initial business combination target in any industry, subsector therein or geographic location (subject to certain limitations described in this prospectus), we intend to focus our search for a target business operating in the biotechnology industry and within the subsector described under Our Proposed Biotechnology Subsector Focus below. Our Partnership Social Capital Suvretta Holdings Corp. IV is a partnership between Chamath Palihapitiya, the founder and current Managing Partner of Social Capital, and Kishan (a/k/a Kishen) Mehta, the Portfolio Manager of the Averill strategy at Suvretta. Our company unites scientists, physicians, entrepreneurs and biotechnology-oriented investors around a shared vision of identifying and investing in innovative and agile biotechnology companies. We believe that our management team s relationships with leading biotechnology company founders, executives of private and public companies, venture capitalists and growth equity fund managers, in addition to the extensive industry and geographical reach of Social Capital and Suvretta s networks, will give us a competitive advantage in pursuing a broad range of opportunities. Social Capital Social Capital is a Silicon Valley based technology holding company whose mission is to advance humanity by solving the world s hardest problems. It was founded by Chamath Palihapitiya in 2011 to invest capital across the company lifecycle, from early stage startups to transformational public companies. The platform is oriented toward long term ownership and has a strong investment track record and experience driving dramatic growth. Social Capital focuses on investing in fast growing companies creating significant disruption in multiple industries including healthcare, education, financial services, artificial intelligence and social media. Drawing on the experience of Mr. Palihapitiya, the firm has created a growth platform that uses data science to identify investment opportunities, drive growth and improve portfolio company operational performance. Social Capital has been an early and active investor in companies that have demonstrated strong value creation in the public markets, such as Slack, a company that completed its direct listing in June 2019 and entered into a definitive agreement to be acquired by Salesforce for $27.7 billion in cash and stock in December 2020, and Box, a company that completed its initial public offering in January 2015 and had a market capitalization of over $4.1 billion as of June 8, 2021. Social Capital was also an early investor in Yammer, a company purchased by Microsoft Corporation for $1.2 billion in 2012. Other investments with strong private market value creation include SurveyMonkey, Intercom, Netskope and Wealthfront. Not all of the companies in which Social Capital has invested have achieved the same level of value creation. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JUNE 25, 2021 PRELIMINARY PROSPECTUS $200,000,000 Social Capital Suvretta Holdings Corp. IV 20,000,000 Class A Ordinary Shares Social Capital Suvretta Holdings Corp. IV is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any industry, subsector therein or geographic location (subject to certain limitations described in this prospectus), we intend to focus our search for a target business operating in the biotechnology industry and within the immunology subsector of such industry as described herein. This is an initial public offering of our Class A ordinary shares, par value $0.0001 per share, at an initial public offering price per share of $10.00. The underwriter has a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional Class A ordinary shares to cover over-allotments, if any. Unlike other initial public offerings of special purpose acquisition companies, investors in this offering will not receive any warrants (which would typically become exercisable following completion of our initial business combination). We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Class A ordinary shares that were sold in this offering, which we refer to collectively throughout this prospectus as our public shares, subject to the limitations described herein. If we have not completed our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law and as further described herein. Our sponsor, SCS Sponsor IV LLC, a Cayman Islands limited liability company, which we refer to throughout this prospectus as our sponsor, has committed to purchase an aggregate of 600,000 Class A ordinary shares, at a price of $10.00 per share, in a private placement to occur concurrently with the closing of this offering. We refer to these Class A ordinary shares throughout this prospectus as the private placement shares. The private placement shares are identical to the Class A ordinary shares sold in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders currently hold 5,750,000 Class B ordinary shares, which we also refer to throughout this prospectus as founder shares, up to 750,000 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the event that additional (in excess of the amounts issued in this offering) Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in connection with our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders, and excluding the private placement shares), including any Class A ordinary shares issued or deemed issued, or issuable upon the conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with our initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private Table of Contents Suvretta Suvretta is an investment firm founded in 2011 with over $4.5 billion in assets under management as of January 31, 2021. The firm has two core investment strategies. The Suvretta strategies primarily invest in public companies with a long-term investment horizon, combining deep industry insights with fundamental-based stock selection. Launched in 2020, the Averill strategy at Suvretta is a healthcare-oriented investment strategy that focuses on identifying companies that are disruptive to the healthcare industry. The Averill strategy seeks to own public and private companies that are developing innovative products that have the potential to disrupt or revolutionize current methods of managing or treating diseases. The Averill team is led by Kishen Mehta, who is the sole Portfolio Manager, and supported by a multifaceted senior investment team that has advanced medical and scientific expertise. Averill s senior team has 50+ years of combined healthcare sector experience. The Averill team also has extensive experience investing across capital structures and throughout a company s life cycle, including participating in numerous pre-IPO crossover financings. This experience affords the team access to a broad universe of management teams and companies seeking flexible capital solutions. As of December 31, 2020, the members of the Averill team had made investments in hundreds of biotechnology companies throughout their investing careers. Our Management Team Our management team is led by Mr. Palihapitiya, Chairman of our board of directors and our Chief Executive Officer, and Mr. Mehta, our President and one of our directors. Prior to founding Social Capital, Mr. Palihapitiya served as Vice President of User Growth at Facebook, and is recognized as having been a major force in its launch and growth. Mr. Palihapitiya was responsible for overseeing Monetization Products and Facebook Platform, both of which were key factors driving the increase in Facebook s user base to more than 750 million individuals worldwide. Prior to working for Facebook, Mr. Palihapitiya was a principal at the Mayfield Fund, one of the United States oldest venture firms, before which he headed the instant messaging division at AOL. Mr. Palihapitiya is regarded as a top technology sector venture capitalist and visionary because of his track record of identifying promising opportunities and nurturing their growth to become established players. He graduated from the University of Waterloo, Canada with a degree in electrical engineering. Prior to joining Suvretta as Portfolio Manager for the Averill strategy, Mr. Mehta served as a strategic advisor to Biohaven Pharmaceuticals, where he advised the company on various business development, capital structure and communication strategies, including a $300 million secondary public offering and the $105 million acquisition of a Priority Review Voucher from GW Pharmaceuticals plc, which included $200 million in financing from Royalty Pharma plc to fund the transaction. Prior to his advisory role at Biohaven, Mr. Mehta was a portfolio manager at Surveyor Capital, a Citadel LLC strategy, where he managed a portfolio focused on global small, mid and large-capitalization biotechnology, pharmaceutical, specialty pharmaceutical, medical device and healthcare services companies. Prior to Surveyor, Mr. Mehta was an analyst at Adage Capital where he evaluated and participated in numerous mezzanine and pre-IPO private healthcare investments. Mr. Mehta held a similar role at Apothecary Capital and started his career as a mergers and acquisitions analyst at Evercore Partners, where he focused on life sciences. Mr. Mehta graduated from New York University with a degree in finance and accounting. In February 2021, substantially concurrently with the founding of our company, Mr. Palihapitiya and Mr. Mehta also founded Social Capital Suvretta Holdings Corp. I ( DNAA ), Social Capital Suvretta Holdings Corp. II ( DNAB ) and Social Capital Suvretta Holdings Corp. III ( DNAC ), each a blank check company incorporated for the purposes of effecting a business combination. Mr. Palihapitiya serves as the Chief Executive Officer and Chairman of the board of directors, and Mr. Mehta serves as the President and a director, of each of DNAA, DNAB and DNAC. We anticipate that each of DNAA, DNAB and DNAC will complete its initial public Table of Contents placement shares issued to our sponsor or its affiliates upon conversion of working capital loans; provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis. Prior to our initial business combination, holders of the Class B ordinary shares will have the right to appoint all of our directors and may remove members of our board of directors for any reason. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Prior to this offering, there has been no public market for our Class A ordinary shares. We intend to apply to list our public shares on The Nasdaq Capital Market ( Nasdaq ) under the symbol DNAD on or promptly after the date of this prospectus. We cannot guarantee that our public shares will be approved for listing on Nasdaq. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See Risk Factors beginning on page 31. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, Before Expenses, to Us Per Share $ 10.00 $ 0.55 $ 9.45 Total $ 200,000,000 $ 11,000,000 $ 189,000,000 (1) Includes $0.35 per public share sold in the base offering, or $7,000,000 in the aggregate, payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. Does not include certain fees and expenses payable to the underwriter in connection with this offering. See Underwriting for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement shares described in this prospectus, $200,000,000 (or $230,000,000 if the underwriter s over-allotment option is exercised in full) ($10.00 per share in either case), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. The underwriter is offering the public shares for sale on a firm commitment basis. Delivery of the public shares will be made on or about , 2021. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities. Sole Book-Running Manager Morgan Stanley Co-Manager SoFi The date of this prospectus is , 2021. Table of Contents offering substantially concurrently with the completion of this offering, and will focus its search for a target business operating in the biotechnology industry. In addition, since 2017, Mr. Palihapitiya has incorporated six blank check companies in partnership with Hedosophia Group Limited ( Hedosophia ), an investment firm, for the purpose of effecting one or more business combinations (the Hedosophia SPACs ), and has served as the Chief Executive Officer and Chairman of the board of directors of each of the Hedosophia SPACs. All of the Hedosophia SPACs have completed their initial public offering, and three have successfully executed business combination transactions involving target companies in the technology sector, with one other such transaction currently pending. Our management team also includes James Ryans, our Chief Financial Officer and Shoney Katz, our Director of Research. Mr. Ryans is a Partner of Social Capital and has been a professor of accounting at London Business School, with significant expertise in mergers and acquisitions and financial reporting. Mr. Katz is a Managing Director and Senior Analyst at Suvretta, with extensive experience investing in public and private markets. The Private Biotechnology Company Landscape Private biotechnology companies are transforming the healthcare sector and improving quality of life at an unprecedented pace. Advances in scientific discovery and the application of new technologies are enabling biotechnology companies to pursue novel targets and pioneer new treatment modalities and innovative approaches to disease management. New drugs, such as those used to treat the hepatitis C virus, can cure patients within weeks, and new immunotherapies offer promising treatment options to patients with otherwise fatal forms of cancer. Agile private biotechnology companies are uniquely positioned to embrace advances in drug development and rapidly innovate to develop life-changing therapies for patients. The rapid pace of biopharmaceutical innovation has led to an increase in both the number of active drug development programs and the number of biotechnology companies developing those programs. There were 688 and 626 investigational new drug applications ( INDs ) filed with the Food and Drug Administration (the FDA ) in 2018 and 2019, respectively, compared to an average of 414 INDs filed annually from 2013 through 2017. 2020 was a record year, largely driven by an influx of INDs for the development of potential therapies for Covid-19. Further, initiatives by the FDA have facilitated more rapid drug development and shorter approval timelines for drugs that treat serious and life threatening diseases, which we believe will drive further innovation. An average of 46 novel drugs were approved annually by the FDA from 2016 through 2020, compared to an average of 36 per year from 2011 through 2015. To support these development efforts, biotechnology companies are raising more capital than ever before, as evidenced by a record-setting U.S. biotechnology initial public offering ( IPO ) volume in 2020. However, capital raised by biotechnology companies through initial public offerings remains a fraction of that raised through private offerings. Compared to the approximately $33 billion raised in U.S. biotechnology IPOs from 2016 to 2020, more than $74 billion was raised in private offerings by North America-based biotechnology companies during the same period. According to Capital IQ data, as of March 2021, there were approximately 17,400 biotechnology and pharmaceutical companies globally, only 1,572 of which were publicly traded. We believe that the universe of private biotechnology companies that are or will be looking to go public in the near term is significant. We further believe an acquisition by a blank check company provides an attractive alternative to the traditional IPO, offering privately held biotechnology companies looking to go public several key advantages, including a highly efficient process, a secure balance sheet with price certainty at the time of public listing, and a strong and diverse shareholder base that typically supports the company over time. Table of Contents We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriter take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the public shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. TABLE OF CONTENTS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001850487_good_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001850487_good_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..58d02e7b6b8b11b46b57df6a829be81b6e9b7b3b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001850487_good_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: anchor investors are certain funds and accounts managed by Glazer Capital LLC, Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital, Inc., and Polar Asset Management Partners Inc., who have expressed to us an interest to purchase a portion of an aggregate of $95.0 million of units in this offering, as further described herein; additional anchor investors are funds managed by Shaolin Capital Management, LLC, Sea Otter Securities Group LLC BD Series, Context Partners Master Fund, LP, funds managed by Weiss Asset Management, funds managed by Walleye Capital LLC, Gray s Creek Capital Partners Fund I, and Owl Creek Credit Opportunities Master Fund, who have expressed to us an interest to purchase a portion of an aggregate of $125.0 million of units in this offering, as further described herein; founder shares are to shares of our common stock purchased by our initial stockholders, including our sponsor, certain officers and directors, and the anchor investors, in private placements prior to this offering; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors; private placement units are to the units issued in a private placement to the anchor investors simultaneously with the closing of this offering; private placement warrants are to the warrants included in the private placement units; public shares are to shares of our common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our anchor investors, additional anchor investors, and our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to the redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and to any warrants underlying private placement units issued upon conversion of working capital loans that are sold to third parties that are not our initial stockholders or executive officers or directors (or permitted transferees) following the consummation of our initial business combination; representative shares are to the 300,000 shares to be issued to I-Bankers upon the closing of this offering; sponsor are to I-B Good Works 2, LLC, a limited liability company, which is an affiliate of I-Bankers; warrants are to our warrants, which includes the public warrants as well as the warrants underlying the private placement units to the extent they are no longer held by the initial purchasers of the private placement units or their permitted transferees; and we, us, company or our company are to Good Works II Acquisition Corp., a Delaware corporation. Table of Contents Index to Financial Statements The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JUNE 25, 2021 Good Works II Acquisition Corp. $200,000,000 20,000,000 Units Good Works II Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have also granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding shares of common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we are unable to complete our business combination within 15 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Certain funds and accounts managed by Glazer Capital LLC, Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital, Inc., and Polar Asset Management Partners Inc. (which we refer to collectively as the anchor investors throughout this prospectus), have committed to purchase an aggregate of 350,000 units at a price of $10.00 per unit, which we refer to as the private placement units ($3,500,000 in the aggregate) in a private placement that will close simultaneously with the closing of this offering. The private placement units are identical to the units sold in this offering except as otherwise described in this prospectus. Prior to this offering, our stockholders, which include I-B Good Works 2, LLC (which we refer to as our sponsor throughout this prospectus), which is an affiliate of I-Bankers Securities, Inc. ( I-Bankers ), the representative of the underwriters in this offering, certain of our officers and directors and the anchor investors, purchased 5,750,000 shares of common stock (up to 750,000 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised), which we also refer to as founder shares. The anchor investors have expressed to us an interest to purchase an aggregate of $95.0 million of units in this offering. For a discussion of certain additional arrangements with the anchor investors, please see Summary The Offering Expressions of Interest. Seven additional qualified institutional buyers or institutional accredited investors who are not affiliated with any member of our management or our sponsor, which we refer to as the additional anchor investors, have expressed to us an interest to purchase $125.0 million units in this offering. For a discussion of certain additional arrangements with our additional anchor investors, see Summary The Offering Expressions of Interest. Currently, there is no public market for our units, common stock or warrants. We intend to apply to list our units, common stock and warrants on The Nasdaq Capital Market, or Nasdaq, under the symbols GWIIU, GWII and GWIIW, respectively. We expect that our units will be listed on Nasdaq on the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless I-Bankers informs us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. At the time that the common stock and warrants comprising the units begin separate trading, holders will hold the separate securities and no longer hold units (without any action needing to be taken by the holders), and the units will no longer trade. Once the securities comprising the units begin separate trading, we expect that the common stock and warrants will be listed on Nasdaq under the symbols GWII and GWIIW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 31 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 200,000,000 Underwriting discounts and commissions(1) $ 0.03 $ 600,000 Proceeds, before expenses, to us $ 9.97 $ 199,400,000 (1) The underwriters will receive compensation in addition to the underwriting discount. See Underwriting (Conflict of Interest) for a description of compensation and other items of value payable to the underwriters. Includes up to $75,000 payable to EarlyBirdCapital, Inc. for acting as a qualified independent underwriter. The underwriters will not receive any discounts or commissions with respect to units issued pursuant to the over-allotment option, if any. Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $200.0 million or $230.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds in the trust account that are released to us to pay our taxes, if any, these funds will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-business combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination within 15 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager I-Bankers Securities, Inc. , 2021 Table of Contents Index to Financial Statements Each unit consists of one share of common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise the underwriters over-allotment option. Our Company We are a blank check company formed pursuant to the laws of the State of Delaware on July 27, 2020 for the purpose of entering into a merger, stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or more businesses or entities. While our efforts in identifying a prospective target business for our initial business combination will not be limited to a particular industry or geographic region, we intend to initially focus our search on identifying a prospective target business experiencing very high-growth, as described below. We do not have any specific business combination under consideration and we have not had any substantive discussions, formal or otherwise, with respect to a possible initial business combination with any target business. Our name, Good Works, embodies our complementary objectives of (1) investing in a high-quality company in need of growth capital and (2) giving back by donating part of our founder shares to non-profits. Our company, through its officers, has made available 750,000 founder shares (250,000 to each of our three officers) to be contributed to non-profit organizations. We recognize that the timing of our initial public offering coincides with one of the most economically challenging periods in the history of the United States. The coronavirus pandemic and associated COVID-19 disease has led to over 500,000 deaths in the U.S., massive unemployment and physical and emotional suffering on untold individuals. Many non-profit organizations have been adversely challenged by substantial decreases in both revenue producing activities and donations. Accordingly, it is the intention of our officers that these founder shares are to be donated to non-profits, including those involved in the arts, human rights and the advancement of life sciences. We believe the charitable aspect of our undertakings is a strong motivating factor for our officers and directors to make our company successful for both our stockholders and these non-profits. Our management team were founders, officers and directors of Good Works Acquisition Corp., or Good Works I, a blank check company formed for similar purposes and with the same charitable objectives, which raised $170.0 million in its initial public offering in October 2020. Good Works I has entered into a definitive agreement, and announced a merger with Cipher Mining Technologies, Inc. We believe that owners of target businesses seeking growth capital and to become publicly traded will view the fact that our management team has successfully identified a business combination with a vehicle similar to our company as a positive factor in considering whether or not to enter into a business combination with us. However, past performance by our management team is not a guarantee of success with respect to any business combination we may consummate. Business Strategy Our management team and members of our board of directors have significant experience in private investing, corporate financing, restructuring, and executive management in different industries. We believe our management, investing, financing and restructuring experience combined with the extensive professional relationships of our team provides us with important competitive advantages for sourcing, pursuing and evaluating an initial business combination within our target universe. We intend to focus on pursuing an acquisition of or merger with high-growth companies that need significant capital because of (a) disruptions related to COVID-19 and the resulting structural changes occurring in some industries as a result, or (b) other high-quality businesses experiencing high-growth, including those as a result of recent advances in technology and increases in digitization and automaton in business and life in Table of Contents Index to Financial Statements general. We believe such target companies will often have underexploited opportunities for continued growth as a result of their financial needs. We believe a business combination through a blank check company provides meaningful benefits to owners of companies with significant capital requirements. For owners of high-quality businesses with growth capital needs, we can be a source of non-control capital. We believe a business combination with us may provide a significant monetization event for owners desiring liquidity as well as continued equity participation for those desiring continued ownership. Further, target companies can benefit from access to a public vehicle to support organic and inorganic growth initiatives by combining with us. Our investors can benefit from ownership in a well-capitalized growth-oriented business with a highly motivated management team. Following our initial business combination, we intend to assist the target company in creating stockholder value which may include through board and/or senior management representation. As a result of our team s experience, we believe we can add value post-transaction to ensure proper corporate governance and alignment of management incentives, develop an operational and financial strategy to pursue continued organic and inorganic growth initiatives and to assist with capital raising and capital structure optimization. The past performance of our management team is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record of our management or any of their affiliates as indicative of our future performance. Acquisition Criteria Consistent with our business strategy of focusing on targets seeking an investor at a discount to intrinsic value and publicly-traded peers, we have identified the following additional general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition or merger opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any of these criteria and guidelines. Enterprise Value: While our ability to raise additional capital from third-parties allows us to seek a much larger business combination, we intend to focus our efforts on seeking and completing an initial business combination with an enterprise that has a value of $1.0 billion or more; Financial Well-Being: We expect to primarily target an initial business combination with a fundamentally sound high-growth company in need of significant growth capital; Leading Industry Market Position: We intend to pursue companies whose products or services have leading positions within their respective markets with sustainable competitive advantages and natural barriers to market entry; Solid Free Cash Flow Generation: We will seek to acquire or merge with an established company with attractive operating margins, strong free cash flow generation and solid recurring revenue streams; Strong Management Team: We will seek to acquire or merge with a target business with an experienced management team and a proven track record of execution; Favorable Industry Outlook: We will seek to acquire or merge with a target business where the end user markets of such target business products or services have a favorable growth outlook, Performance Catalysts: We intend to solicit target companies that have clearly identifiable opportunities to execute on growth initiatives following the initial business combination; Market Fragmentation: We intend to seek business combinations that have significant opportunities for selective strategic acquisitions and partnerships that can complement an organic growth strategy; and Table of Contents Index to Financial Statements Benefit from Being a Public Company: We intend to acquire a business that can benefit from being publicly-traded and can effectively utilize broader access to capital. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that we may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet some or any of the above criteria and guidelines, we will disclose that in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission. Competitive Strengths Our management team and board of directors, have extensive experience in identifying, investing in and operating companies, in a number of different industries. As a result, we expect to benefit from the expertise and extensive network of contacts of both our management team and our board of directors. Our management team and Board have a significant number of relationships in industry and the private equity and investment banking businesses, which includes operating executives, industry experts, investment bankers, lawyers, consultants and advisors. We believe these relationships will provide us with business combination opportunities across a variety of industries. With respect to the foregoing descriptions, past performance of our management team and Board members is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team or members of our Board as indicative of our future performance. Certain of our directors have not had experience with blank check companies or special purpose acquisition companies in the past. In addition, our executive officers may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. For a list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under Management Conflicts of Interest. Status as a public company We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination. In this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses might find this method a more certain and cost-effective method to becoming a public company than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, roadshow and public reporting efforts that will likely not be present to the same extent in connection with a business combination with us. Furthermore, once the business combination is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters ability to complete the offering, as well as general market conditions, that could prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with stockholders interests than it would have as a privately held company. It can offer further benefits by augmenting a company s profile among potential new customers and vendors and aid in attracting talented employees. Table of Contents Index to Financial Statements While we believe that our status as a public company will make us an attractive business partner, some potential target businesses may view the inherent limitations in our status as a blank check company as a deterrent and may prefer to effect a business combination with a more established entity or with a private company. These inherent limitations include limitations on our available financial resources, which may be inferior to those of other entities pursuing the acquisition of similar target businesses; the requirement that we seek stockholder approval of a business combination or conduct a tender offer in relation thereto, which may delay the consummation of a transaction; and the existence of our outstanding warrants, which may represent a source of future dilution. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. In conducting our due diligence review, we intend to leverage the experience of members of our management team on an efficient and cost-effective basis as we deploy them to review matters related to their specific areas of functional expertise. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination target if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. In addition, we have not contacted any of the prospective target businesses that Good Works I had considered and rejected while such entity was a blank check company searching for target businesses to acquire. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Our executive officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combination targets and monitoring the related due diligence. Table of Contents Index to Financial Statements Our officers and directors have agreed, pursuant to a written letter agreement, that without the prior consent of our sponsor they will not participate in the formation of, or become an officer or director of, any other blank check company until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 15 months after the closing date of this offering. Neither our sponsor nor any of its affiliates has entered into such an agreement, and, accordingly, are not precluded from participating in any other blank check company or from underwriting an offering by any other blank check company. Initial Business Combination So long as we obtain and maintain a listing for our securities on Nasdaq, our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Corporate Information Our executive offices are located at 4265 San Felipe, Suite 603, Houston, 77027, and our telephone number is (713) 468-2717. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that Table of Contents Index to Financial Statements are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Table of Contents Index to Financial Statements The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors. Securities offered 20,000,000 units, at $10.00 per unit, each unit consisting of: one share of common stock; and one-half of one redeemable warrant (each whole warrant to purchase one share of common stock). Proposed Nasdaq symbols Units: GWIIU Common Stock: GWII Warrants: GWIIW Trading commencement and separation of common stock and warrants The units will begin trading promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless I-Bankers informs us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. At the time that the common stock and warrants comprising the units begin separate trading, holders will hold the separate securities and no longer hold units (without any action needing to be taken by the holders), and the units will no longer trade. Separate trading of the common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Table of Contents Index to Financial Statements Units: Number outstanding before this offering 0 Number of private placement units to be sold in a private placement simultaneously with this offering 350,000 Number outstanding after this offering 20,350,000 (assuming no exercise of the underwriters over-allotment option) Common stock: Number outstanding before this offering 5,750,000(1) Number outstanding after this offering 25,650,000(2) (assuming no exercise of the underwriters over-allotment option) Warrants: Number of warrants outstanding before this offering 0 Number of warrants included in the private placement units to be sold simultaneously with this offering 175,000 Number of warrants to be outstanding after this offering and the private placement 10,175,000(3) (assuming no exercise of the underwriters over-allotment option) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of our common stock. We structured each unit to contain one-half of one warrant, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of an initial business combination, thus making us, we believe, a more attractive initial business combination partner for target businesses. (1) This number consists of solely founder shares and includes up to 750,000 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. Except as otherwise specified, the rest of this prospectus has been drafted to give effect to the full forfeiture of these 750,000 shares. (2) Includes 20,000,000 public shares, 5,000,000 founder shares, 350,000 shares sold as part of the private placement units, and 300,000 representative shares. (3) Includes 10,000,000 public warrants and 175,000 private placement warrants sold as part of the private placement units. Table of Contents Index to Financial Statements Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by such stockholders or their affiliates, as applicable, prior to such issuance (the Newly Issued Price )), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our business combination (such price, the Market Value ) is below $9.20 per share, the exercise price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in the section Redemption of warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the shares of common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our reasonable best efforts to file, and within 60 business days after the closing of our initial business combination, to have declared effective, a registration statement relating to those shares of common stock, and to maintain a current prospectus relating to such shares of common stock until the warrants expire or are redeemed. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within the above specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, Table of Contents Index to Financial Statements exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last sale price of our common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. We may not redeem the warrants when a holder may not exercise such warrants. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day Table of Contents Index to Financial Statements prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section entitled Description of Securities Warrants Public Stockholders Warrants for additional information. None of the private placement warrants will be redeemable by us so long as they are held by the initial purchasers of the private placement units or their permitted transferees. Expressions of interest The anchor investors have expressed to us an interest to purchase an aggregate of $95.0 million of units in this offering, and we have agreed to direct the underwriters to sell to the anchor investors such number of units. Further, the anchor investors have entered into separate agreements with us that provide that each anchor investor will be subject to any forfeiture of their founder shares on the same terms as the founder shares held by our sponsor may be forfeited in connection with our business combination to the extent that greater than 350,000 founder shares are required to be forfeited, provided such forfeiture shall not reduce the number of founder shares held by such anchor investor below 90% of the founder shares purchased by such anchor investor prior to this offering. In addition to the anchor investors, the additional anchor investors have expressed to us an interest to purchase an aggregate of $125.0 million units in this offering. Five of the additional anchor investors have expressed to us an interest to purchase up to 10.0% of the units in this offering (or 8.7% if the underwriter exercises its overallotment option in full), one of the additional anchor investors has expressed to us an interest to purchase up to 7.5% of the units in this offering (or 6.5% if the underwriter exercises its overallotment option in full) and one of the additional anchor investors has expressed to us an interest to purchase up to 5.0% of the units in this offering (or 4.3% if the underwriter exercises its overallotment option in full) (representing in aggregate up to 62.5% of the units in this offering (or 54.3% if the underwriter exercises its overallotment option in full)). Pursuant to agreements with our sponsor, the additional anchor investors have agreed to purchase interests in our sponsor (on a pro rata basis based on the above expressions of interest) for an aggregate of $187,500 (representing an indirect beneficial interest in up to 625,000 founder shares). The founder shares indirectly held by the additional anchor investors will be treated the same in all material respects as the founder shares held by our sponsor as described in this prospectus, except our sponsor will be contractually restricted from reducing such founder shares in connection with our initial business combination. The additional anchor investors have not been granted any material additional shareholder or other rights with respect to our company, and are only being issued membership interests in our sponsor with no right to control our sponsor or vote or dispose of the founder shares (which will continue to be held by our sponsor until following our initial business combination). Table of Contents Index to Financial Statements Although we and the underwriter are not required to sell the anchor investors or additional anchor investors units in this offering, we have agreed to direct the underwriters to sell to each of the anchor investors and additional anchor investors up to their expressions of interest, subject to our satisfying the Nasdaq listing requirement that we have 300 record holders of our securities. We are not aware of any circumstances under which we or the underwriter would prohibit each of the anchor investors or additional anchor investors from purchasing the applicable above amounts of the units in the offering. There can be no assurance that the anchor investors or additional anchor investors will acquire any units in this offering, or as to the amount of equity the anchor investors or additional anchor investors will retain, if any, upon the consummation of our initial business combination. In addition, there is no limit on the number of shares the anchor investors or additional anchor investors may purchase in this offering or in the open market after this offering. In the event that the anchor investors or additional anchor investors purchase such units (either in this offering or after) and vote them in favor of our initial business combination, no votes from other public stockholders would be required to approve our initial business combination. The purchases by the anchor investors and additional anchor investors of units in this offering or our securities in the open market (or both) could potentially allow such investors to assert influence over our company, including with respect to our initial business combination. Additionally, as a result of the founder shares that the anchor investors and additional anchor investors hold (directly or indirectly), they may have different interests with respect to a vote on an initial business combination than other public shareholders. Further, the anchor investors and additional anchor investors are not required to: (i) hold any units, common stock or warrants it may purchase in this offering or thereafter for any amount of time, (ii) vote any shares of common stock it may beneficially own at the applicable time in favor of our initial business combination or (iii) refrain from exercising its right to redeem its common stock included in the units purchased in this offering at the time of our initial business combination. Founder shares On September 2, 2020, our sponsor purchased 4,312,500 founder shares for an aggregate purchase price of $3,000. In February 2021, our sponsor forfeited 512,500 shares and certain of our officers and directors purchased an aggregate of 1,950,000 founder shares for an aggregate price of $6,000. As a result of the foregoing, we have a total of 5,750,000 founder shares outstanding for which we have received an aggregate capital contribution of $9,000. Prior to this initial investment in the company, we had no assets, tangible or intangible. In March 2021, our sponsor forfeited 1,166,666 founder shares and the anchor investors purchased 1,166,666 founder shares for an aggregate purchase price of approximately $921.06, or approximately $0.0008 per share. In June 2021, our sponsor transferred for no Table of Contents Index to Financial Statements consideration an additional 466,667 founder shares to the anchor investors. If we increase or decrease the size of this offering, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our common stock immediately prior to the consummation of this offering in such amount as to maintain the ownership of founder shares by our initial stockholders at 20% of our issued and outstanding shares of our common stock upon the consummation of this offering (excluding the common stock underlying our private placement units). Up to 750,000 founder shares held by our sponsor are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the shares of common stock included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below, our sponsor, officers, directors, and director nominees have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 15 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock are voted in favor of the initial business combination. Our sponsor, officers, directors, and director nominees have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to the founder shares held by our sponsor, officers, directors, and director nominees, we would need 9,158,334, or 45.8%, of the 20,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the underwriters over-allotment option is not exercised). Furthermore, assuming only the minimum number of stockholders required to be present at the stockholders meeting held to approve our initial business combination are present at such meeting, we would need only 2,745,835 of the 20,000,000 public shares, or approximately 13.7% of the shares sold as part of the units in this offering, to be voted in favor of our initial business combination in order to have such transaction approved Table of Contents Index to Financial Statements (assuming the underwriters over-allotment option is not exercised). If the anchor investors and/or additional anchor investors were to purchase all shares for which they have expressed an interest (either in this offering or after) and vote such shares in favor of our initial business combination, we would not need any additional public shares to be voted in favor of our initial business combination for our initial business combination to be approved, even assuming that all of our outstanding shares are voted in connection with our initial business combination. There is no ceiling on the number of shares that may be purchased by the anchor investors, additional anchor investors or by our existing stockholders. In addition, in the event that our board of directors amends our bylaws to reduce the number of shares required to be present at a meeting of our stockholders, we would need even fewer public shares to be voted in favor of our initial business combination to have such transaction approved; the anchor investors and sponsor (which entity includes as members the additional anchor investors) have agreed to waive their right to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 15 months from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame. In addition, the anchor investors and sponsor (which entity includes as members the additional anchor investors) have agreed to waive their redemption rights with respect to their founder shares. Permitted transferees of the founder shares held by the anchor investors and sponsor (which entity includes as members the additional anchor investors) will be subject to the same restrictions; and the founder shares are subject to registration rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under Principal Stockholders Transfers of Founder Shares. Private Placement Units and Underlying Securities ). We refer to such transfer restrictions throughout this prospectus as the lock-up . Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at Table of Contents Index to Financial Statements least 150 days after our initial business combination, the founder shares will be released from the lock-up. Private placement units The anchor investors have committed to purchase an aggregate of 350,000 private placement units at a price of $10.00 per unit for an aggregate purchase price of $3,500,000 in a private placement that will occur simultaneously with the closing of this offering. The purchase price of the private placement units will be added to the proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within 15 months from the closing of this offering, the proceeds from the sale of the private placement units held in the trust will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement units will expire worthless. The private placement units are identical to the units sold in this offering except that the private placement warrants included in the private placement units: (i) will not be redeemable by us and (ii) may be exercised for cash or on a cashless basis, as described in this prospectus, in each case so long as they are held by the initial purchasers or any of their permitted transferees. If the private placement warrants are held by holders other than the initial purchasers or any of their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. Proceeds to be held in trust account The rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a trust account. Of the $203.5 million in gross proceeds we will receive from this offering and the sale of the private placement units described in this prospectus, or $233.5 million if the underwriters over-allotment option is exercised in full, $200.0 million ($10.00 per unit), or $230.0 million ($10.00 per unit) if the underwriters over-allotment option is exercised in full, will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and $3,500,000 will be used to pay expenses in connection with the closing of this offering (including underwriter discounts and commissions) and for working capital following this offering. Pursuant to the business combination Table of Contents Index to Financial Statements marketing agreement we will enter into with I-Bankers in connection with this offering, I-Bankers will provide marketing services in connection with our initial business combination and will receive compensation for such services equal to 3.5% of the gross proceeds of this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-business combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination within 15 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes. Unless and until we complete our initial business combination, we may pay our expenses only from the net proceeds of this offering and the sale of the private placement units not held in the trust account, which will be approximately $1,250,000 in working capital after the payment of approximately $1,650,000 in expenses relating to this offering. Additionally, in order to meet our working capital needs following the consummation of this offering if the funds available to us are insufficient, our initial stockholders may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the holder s discretion, up to $1,500,000 of the notes may be converted into private placement units at a price of $10.00 per unit. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no other proceeds from our trust account would be used for such repayment. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination (although our amended and restated certificate of incorporation will Table of Contents Index to Financial Statements provide that we may not issue securities that can vote with common stockholders on matters related to our pre-business combination activity). The Nasdaq rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We will be required to comply with such rule so long as we obtain and maintain a listing for our securities on Nasdaq. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Permitted purchases of public shares by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares in such transactions. If they engage in such transactions, they will not make any such purchases when they are in Table of Contents Index to Financial Statements possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our initial stockholders, directors, executive officers, advisors or their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the fee payable to I-Bankers pursuant to the business combination marketing agreement. See the section entitled Underwriting Business Combination Marketing Agreement. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers, directors, and director nominees have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire after this offering in connection with the completion of our business combination. The anchor investors have also agreed to waive their redemption rights with respect to their founder shares, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us Table of Contents Index to Financial Statements to seek stockholder approval under the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirement or we choose to seek stockholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we would be required to comply with such rules. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our initial stockholders will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our initial business combination (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. Table of Contents Index to Financial Statements If, however, stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our sponsor, officers, directors, and director nominees will count towards this quorum and have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. These quorum and voting thresholds, and the voting agreements of our sponsor, officers, directors, and director nominees may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our initial business combination (so that we are not subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of common stock submitted for redemption will be returned to the holders thereof. Table of Contents Index to Financial Statements Limitation on redemption rights of stockholders holding 10% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to an aggregate of 10% or more of the shares sold in this offering. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us, our sponsor or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding an aggregate of 10% or more of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to less than 10% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold 10% or more of the shares sold in this offering) for or against our business combination. Redemption rights in connection with proposed amendments to our certificate of incorporation Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock. In all other instances, our amended and restated certificate of incorporation will provide that it may be amended by holders of a majority of our common stock, subject to applicable Table of Contents Index to Financial Statements provisions of the Delaware General Corporation Law, or DGCL, or applicable stock exchange rules. Our initial stockholders, who will collectively beneficially own 20.0% of our common stock upon the closing of this offering (excluding the common stock underlying the private placement units and the representative shares and assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, officers, directors, and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering or (ii) with respect to any other provision relating to stockholders rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our sponsor, officers, directors, and director nominees have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. The anchor investors have agreed to waive their redemption rights with respect to their founder shares, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us, other than the funds that the trustee will use to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination. We will use the remaining funds to pay I-Bankers the fee payable under the business combination marketing agreement described under the heading Underwriting Business Combination Marketing Agreement, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released Table of Contents Index to Financial Statements to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination We will have only 15 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 15-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination within the 15-month time period. Our initial stockholders have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 15 months from the closing of this offering. However, if our initial stockholders acquire public shares after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 15-month time frame. The underwriters will not receive any of their marketing fee pursuant to the business combination marketing agreement that is held in the trust account in the event we do not complete our initial business combination. Our sponsor, officers, directors, and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering or (ii) with respect to any other provision relating to stockholders rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their Table of Contents Index to Financial Statements shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our initial business combination (so that we are not subject to the SEC s penny stock rules). Limited payments to insiders There will be no finder s fees, reimbursements, non-cash payments or cash payments made to our sponsor, officers, directors, and director nominees, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: Repayment of an aggregate of up to $425,000 in loans made, or to be made, to us by an affiliate of our sponsor to be used for a portion of the expenses of this offering; Payment to an affiliate of one of our officers of $10,000 per month for office space, utilities, secretarial support and other administrative and consulting services; Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; Repayment of loans which may be made by our initial stockholders or their affiliates to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into private placement units at a price of $10.00 per unit; and Underwriting discounts and commission payable to the underwriters of this offering, including I-Bankers. Upon the closing of this offering, we will engage I-Bankers as an advisor in connection with our business combination to assist us in holding meetings with our stockholders to discuss the potential business combination and the target business attributes, introduce us to potential investors that are interested in purchasing our securities in connection with the potential business combination, assist us in obtaining stockholder approval for the business combination and assist us with our press releases and public filings in connection with the business combination. We will pay I-Bankers a cash fee for such services immediately before or after the consummation of our initial business combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of this offering, including any proceeds from the full or partial exercise of the over-allotment option. Table of Contents Index to Financial Statements Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit Committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor these obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Our sponsor, which is an affiliate of I-Bankers, the representative of the underwriters in this offering, owns approximately 41.6% of our common stock prior to this offering. As a result, I-Bankers is deemed to have a conflict of interest within the meaning of Rule 5121 of the Financial Industry Regulatory Authority ( Rule 5121 ). Accordingly, this offering is being made in compliance with the applicable requirements of Rule 5121. Rule 5121 requires that a qualified independent underwriter, as defined in Rule 5121, participate in the preparation of the registration statement and prospectus and exercise the usual standards of due diligence with respect thereto. EarlyBirdCapital, Inc. has agreed to act as a qualified independent underwriter for this offering. EarlyBirdCapital, Inc. will receive $75,000 for acting as a qualified independent underwriter. We have agreed to indemnify EarlyBirdCapital, Inc. against certain liabilities incurred in connection with acting as a qualified independent underwriter, including Table of Contents Index to Financial Statements liabilities under the Securities Act. In addition, no underwriter with a conflict of interest will confirm sales to any account over which it exercises discretionary authority without the specific prior written approval of the account holder. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be released to us to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not asked our sponsor to reserve for such indemnification obligations, and our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Risks We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors. Summary of Risk Factors An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled Risk Factors, alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: Our independent registered public accounting firm s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. Table of Contents Index to Financial Statements As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. If we seek stockholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock. The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that would produce value for our stockholders. We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time. If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of stockholders are deemed to hold 10% or more of our common stock, you will lose the ability to redeem all such shares equal to or in excess of 10% of our common stock. We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent Table of Contents Index to Financial Statements source that the price we are paying for the business is fair to our company from a financial point of view. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers and directors which may raise potential conflicts of interest. We will likely only be able to complete one business combination with the proceeds of this offering and the sale of the private placement units, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Certain of our executive officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us following our initial business combination and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Since our initial stockholders, including our sponsor, executive officers and directors, will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. Since our anchor investors and additional anchor investors own (directly or indirectly) a significant number of our founder shares, a conflict of interest may arise in determining whether a particular target business is appropriate for our initial business combination. Because each unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies. We are not registering the shares of common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless. Our initial stockholders paid an aggregate of $9,000, or approximately $0.002 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our common stock. Provisions in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers. Table of Contents Index to Financial Statements
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001850660_bharcap_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001850660_bharcap_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cb80c6bdcdd248f3e958c2eee886dd24a9323f4b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001850660_bharcap_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: BCAC, we, us, company or our company are to BharCap Acquisition Corp. BharCap are to BharCap Partners, LLC, an affiliate of our sponsor; common stock are to our Class A common stock and our Class B common stock, collectively; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any securities of our company or any of our subsidiaries which are convertible into, or exchangeable or exercisable for, equity securities of our company or such subsidiary, including any securities issued by our company or any of our subsidiaries which are pledged to secure any obligation of any holder to purchase equity securities of our company or any of our subsidiaries; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the automatic conversion thereof at the time of our initial business combination as described herein; initial stockholders are to our sponsor and the other holders of our founder shares prior to this offering; management or our management team are to our officers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and sponsor are to BharCap Sponsor LLC, a Delaware limited liability company. Each unit consists of one share of Class A common stock and one-third of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. TABLE OF CONTENTS The information contained in this preliminary prospectus is not complete and may be changed. No securities may be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MARCH 15, 2021 PRELIMINARY PROSPECTUS $250,000,000 BharCap Acquisition Corp. 25,000,000 Units BharCap Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-third of one warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriters a 45-day option to purchase up to an additional 3,750,000 units to cover over-allotments, if any. We will provide our stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, including franchise and income taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we are unable to complete our business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, including franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, BharCap Sponsor LLC (which we refer to as our sponsor throughout this prospectus), has committed to purchase an aggregate of 5,000,000 warrants (or 5,500,000 warrants if the over-allotment option is exercised in full) at a price of $1.50 per warrant ($7,500,000 in the aggregate, or $8,250,000 if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each whole private placement warrant is exercisable to purchase one whole share of our Class A common stock at $11.50 per share. Our initial stockholders own 7,187,500 shares of Class B common stock (up to 937,500 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). We refer to these shares of Class B common stock as the founder shares throughout this prospectus. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. Currently, there is no public market for our units, Class A common stock or warrants. We intend to apply to have our units listed on or , under the symbol . The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless J.P. Morgan Securities LLC informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on under the symbols and , respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 50 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 13,750,000 Proceeds, before expenses, to BharCap Acquisition Corp. $ 9.45 $ 236,250,000 (1) Includes $0.35 per unit, or $8,750,000 in the aggregate (or $10,062,500 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting discounts and commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the completion of an initial business combination, as described in this prospectus. See Underwriting beginning on page [ ] for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000 ($10.00 per unit), or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. and at a brokerage institution with Continental Stock Transfer & Trust Company acting as trustee, and $7,500,000, including $5,000,000 in underwriting discounts and commissions (or $8,250,000, including $5,750,000 in underwriting discounts and commissions, if the underwriters over-allotment option is exercised in full), will be used to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, including franchise and income tax obligations, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest of: (a) the completion of our initial business combination (including the release of funds to pay any amounts due to any public stockholders who properly exercise their redemption rights in connection therewith), (b) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation that would modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering, and (c) the redemption of our public shares if we are unable to complete our business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. J.P. Morgan The date of this prospectus is , 2021 TABLE OF CONTENTS Our Company We are a newly organized blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Our sponsor is an affiliate of BharCap Partners, LLC ( BharCap ). BharCap is a private investment firm exclusively focused on investing in the Financial Services industry. Specifically, BharCap seeks to identify trends that are creating significant disruption and / or high growth in the Financial Services and FinTech sectors and leverage our long-term industry relationships to invest in companies that capitalize on the identified trend(s) in either growth equity or buyout transactions. BharCap often works closely with its CEO Network ( CEO Network ), a network of former or current Financial Services and FinTech CEOs or C-level executives who work with BharCap either formally or informally. The CEO Network helps us to better identify key trends or potential targets. Our sponsor s rigorous, thematic idea generation process, proactive direct origination effort and CEO Network differentiates our sponsor from its competitors. Individuals within the CEO Network may invest in our sponsor, thereby sharing in the appreciation of the founder shares and the private placement warrants, and assist us in evaluating potential acquisition targets. BharCap was founded by Managing Partner Bharath Srikrishnan and four other partners in February 2021. At its launch, BharCap was one of the largest minority-owned and controlled private investment firms ever formed. BharCap has access to $1.8 billion of available client capital, $350 million of which represents funded assets under management, $320 million of which has been allocated to existing portfolio companies and $1.1 billion of which is available for new investments.1 We will focus on transactions with an equity value of $500 million to $1.5 billion, with particular emphasis on high growth businesses in the Financial Services and FinTech sectors. The BharCap team and its CEO Network (collectively the BCAC Team ) have deep financial services expertise in many financial services sub-sectors and across multiple economic cycles which we believe enables us to drive sourcing and value creation. In the aggregate, the BCAC Team has made over 100 investments in, or acquisitions of, Financial Services and FinTech companies. The five partners of BharCap all worked together in the financial services group of Pine Brook Road Partners ( Pine Brook ) for many years before forming BharCap. Since 2004, with BharCap and prior employers, Mr. Srikrishnan and the BharCap team have worked on numerous investments in the Financial Services and FinTech sectors comprising $4 billion of total equity invested (including outside investors). These companies include American Mortgage Consultants ( AMC ), Belmont Green, Better Mortgage, Fair Square, Kapitus, MidCap Financial, Talcott Resolution, Trinitas Capital Management, TRIA Capital Partners, United Auto Credit and WhiteStar Asset Management, among others.2 BharCap s investment team is supported by its CEO Network. The CEO Network consists of numerous Financial Services and FinTech CEOs or C-level executives that work with BharCap both formally and informally. Our six independent director nominees are examples of the caliber of executives which comprise the CEO Network. Members of the CEO Network have founded, run, invested in or been employed as senior executives or served as board members or observers at companies such as AMC, Citizens Bank, the Consumer Financial Protection Bureau, Essent, 1 Data as of December 31, 2020. 2 Please refer to important footnotes at the end of the section titled Our Competitive Advantages . TABLE OF CONTENTS Mastercard, Owl Rock Capital Corporation, PlaySpan (acquired by Visa) and SquareTrade (acquired by Allstate). As part of our investment process, we may seek opportunities where members of the CEO Network can provide incremental value to the target company. Members of the CEO Network are generally aligned to maximize the value of the BharCap portfolio companies in which they are involved; our independent directors are specifically aligned to maximize the value of BCAC s target company. Sculptor Capital Management Inc. ( Sculptor ) is a non-controlling investor in our sponsor. Sculptor is a leading global alternative asset management firm providing investment products in a range of areas including multi-strategy, credit and real estate. With offices in New York, London, Hong Kong and Shanghai, Sculptor serves global clients through commingled funds, separate accounts and specialized products. As of March 1, 2021, Sculptor had approximately $37.4 billion in assets under management. Mr. Srikrishnan is currently a board member of Sculptor. We may seek to leverage the Sculptor platform to access the resources, relationships and expertise of a leading global alternative asset management firm, which we believe may provide us with a competitive advantage with respect to deal sourcing, investment evaluation, execution and portfolio management. Fundamental to our current investment approach is our belief that the creation and delivery of financial services products for consumers and businesses will undergo a dramatic change over the next several years. There has been a rise in the level of sophistication and interconnectivity between innovative technology and financial services providers, and we expect this trend to continue if not accelerate. Private companies are leading the charge, creating new ways to interact with consumers and disrupting legacy sub-sectors. Key recent technological advances, such as cloud computing, data analytics and artificial intelligence platforms, are allowing private financial services companies to rapidly change how traditional financial services products are delivered. We believe that many of these private companies within the financial services space would make attractive public companies and could benefit from additional capital and operational expertise to grow. These potential targets exhibit a broad range of business models and financial characteristics that range from very high growth innovative companies to more mature growth businesses with established franchises, recurring revenues and strong cash flows. The BCAC Team has extensive experience in creating, investing in, managing and exiting many of these types of businesses. Given our team s experience, we believe we have the required capabilities to effect a business combination with an attractive target in the Financial Services and FinTech sectors and to position it for long-term success in the public markets. We are not, however, required to complete our initial business combination with a financial services business and, as a result, we may pursue a business combination outside of that industry. We may seek to acquire established businesses that we believe are fundamentally sound but potentially in need of financial, operational, strategic or board-level insight to maximize value. We may also look at earlier stage companies that exhibit the potential to change the industries in which they participate, and which may offer the potential of sustained high levels of revenue and earnings growth. Our Competitive Advantages We believe that the shared capabilities of the BCAC Team position us well to identify key industry trends, source and acquire a high-quality target and add value to the business post-closing. Our competitive advantages include, but are not limited to, the following: Cohesive Team with Well-Established Track Record in Financial Services Investing. The five BharCap partners worked together for many years at Pine Brook, specializing in financial services. Since 2004, with BharCap and prior employers, Mr. Srikrishnan and the BharCap team have TABLE OF CONTENTS worked on investments in the Financial Services and FinTech sectors comprising over $4 billion of total equity invested (including outside investors). These companies include AMC, Belmont Green, Better Mortgage, Fair Square, Kapitus, MidCap Financial, Talcott Resolution, TRIA Capital Partners, Trinitas Capital Management, United Auto Credit and WhiteStar Asset Management, among others.3 Substantial Public Company Experience. The BCAC Team has extensive experience investing in and managing public companies and serving on public company boards. The team has taken several private companies public, through both conventional IPO processes and sales to SPACs. Mr. Mahoney successfully demutualized Belmont Savings Bank, completed an IPO and served as its president and CEO for eight years prior to its sale to People s United Bank. Collectively, the BCAC Team has served on the board of directors of 20 public companies, including APR Energy, Belmont Savings, Essent, Green Dot, Huron Consulting, Megalith (which acquired BankMobile), Metro Bank and Sculptor. Lastly, the BCAC Team has sold numerous portfolio companies to publicly traded companies including Allstate, Apollo, People s United Bank, Total Systems, TransUnion, Verisk and Visa. Track Record of Identifying and Building Disruptive, High Growth Companies. The BCAC Team has a demonstrated record of building differentiated Financial Services businesses that have been transforming and impacting the traditional ecosystem in a meaningful way. FinTech. The BCAC Team has focused on the transformative financial technology landscape for years, having completed over 65 investments in FinTech. Selected investments and experience include: Mastercard (Mr. Lockhart) Mr. Lockhart served as President and CEO of Mastercard International from 1994 to 1997, where he led its transition to a for-profit enterprise. Today, Mastercard provides payment services through 2.7 billion cards, generates annual revenues and operating income of $15.3 billion and $8.1 billion, respectively, and has an equity market capitalization of approximately $375 billion. Additionally, Mr. Lockhart has invested in several disruptive FinTech companies, including Katapult (point-of-sale leasing), Alkami Technology (cloud-based banking technology), Argus Information (card data and analytics), Factor Trust (data reporting agency), Netspend (prepaid debt cards), DemystData (external data marketplace) and Avant (FinTech lender). PlaySpan (Mr. Mehta) A digital goods and virtual currency monetization platform which pioneered Monetization as a Service by partnering with a number of social network, gaming and media companies including Viacom, Disney and Facebook. The business was sold to Visa in February 2011 for $240 million. Mr. Mehta was a founder and served as CEO from 2006 to 2011 and as a senior executive at Visa from 2011 to 2013. Mr. Mehta was an early investor in several disruptive FinTech companies, including PayClip (mobile payment company in South America) and 21 Inc. (bitcoin mining company acquired by Coinbase). Mr. Mehta is the co-author of Financial Inclusion at the Bottom of the Pyramid. SquareTrade (Mr. Abernethy) A highly innovative protection plan provider whose exceptional customer service, innovative product design, analytics and supply-chain logistics enabled it to scale, innovate and disrupt a roughly $20 billion industry. Key customers included Amazon, Costco, Sam s Club and Target. SquareTrade was sold to Allstate in January 2017 for $1.4 billion. The business currently has 129 million policyholders and generates $92 million in annual net income. Mr. Abernethy was a co-founder and served as CEO from 1999 to 2014 and as executive chairman from 2014 until it was acquired in 2017. 3 Please refer to important footnotes at the end of the section titled Our Competitive Advantages . TABLE OF CONTENTS Mortgage Technology & Services. The BCAC Team has deep experience making investments in the mortgage technology and services space. Selected investments include: Better Mortgage (Mr. Wang and Mr. Date). Better Mortgage is among the first digital mortgage companies, redefining homeownership for millions of Americans. Better Mortgage has grown to over 3,000 employees and originated $4.6 billion of mortgage loans in the third quarter of 2020. Mr. Wang was a member of the investment team that invested in the Series A, B and C rounds and currently serves as a board observer. Mr. Date has served on the board since the company s August 2019 Series C round. Essent Guaranty (Mr. Tandon). Essent is a private mortgage insurance company and reinsurer for U.S. residential mortgages. Founded in 2008 during the global financial crisis, Essent capitalized on the disruption in the private mortgage insurance market to build a new mortgage insurance platform. Essent has grown its earnings to over $400 million and currently has an equity market capitalization of over $5 billion. While at Soros Fund Management, Mr. Tandon was a key part of the Essent investment team and a board member of Essent from 2010 to 2016. American Mortgage Consultants (Mr. Kendall and Mr. Srikrishnan). AMC was a predecessor company to what is now called SitusAMC. The business provides industry-leading services and innovative technologies for the commercial and residential real estate finance industry. SitusAMC has approximately 60% market share of third party residential due diligence reviews and values over $5 trillion of MSRs and whole loans monthly. AMC was sold to Stone Point in April 2018. Tom Kendall served as a board member of AMC from February 2009 to March 2018 and as chairman of the board from June 2013 to March 2018. Mr. Srikrishnan was involved with the AMC investment from March 2011 to August 2015. Alternative Asset Management. The BCAC Team has substantial expertise in the alternative asset management sector. Selected investments include: Sculptor (Mr. Cohen and Mr. Srikrishnan). Sculptor was one of the first institutional quality hedge funds, having formed in 1994. Sculptor is a leading global alternative asset management firm providing investment products in a range of areas including multi-strategy, credit and real estate, Sculptor has a track record of generating attractive risk-adjusted returns across market cycles and was one of the first American hedge funds to go public in 2007. Sculptor currently has approximately $37.4 billion in assets under management and an equity market capitalization of approximately $1.3 billion. Mr. Cohen is president and chief operating officer, and Mr. Srikrishnan currently serves as a member of Sculptor s board of directors. Owl Rock Capital Corporation (Mr. Tandon). Owl Rock Capital Corporation ( ORCC ) is a business development company with assets in excess of $10 billion that is externally managed by an affiliate of Owl Rock Capital Partners ( Owl Rock ). Owl Rock is a leading alternative asset manager with expertise in the credit markets which operates a comprehensive direct lending platform to address U.S. middle market companies across a variety of industries. Owl Rock has grown from a start-up to having over $20 billion of assets under management as of December 2020. While at Soros Fund Management, Mr. Tandon was a key part of the Owl Rock investment team and served as a board observer at ORCC from 2016 to 2019. MidCap Financial (Mr. Srikrishnan). MidCap was one of the key non-bank lenders to displace commercial banks in the aftermath of the 2008 financial crisis. MidCap grew from a start-up in September 2008 to providing management or other services for over $27 billion of commitments as of June 2020. MidCap was sold to affiliates of Apollo in TABLE OF CONTENTS November 2013. Mr. Srikrishnan served as a member of MidCap s board of directors from September 2008 (inception) to January 2011. Banking and Financial Regulation. The BCAC Team has played a part in transforming the banking and financial regulatory landscape across the United States. Selected investments and experience include: Citizens Bank (Mr. Mahoney). Citizens Bank is a leading regional bank in the Northeast. Citizens grew from a bank with $4.0 billion of assets in 1993 to nearly $170 billion of assets in 2008, completing 23 acquisitions during that time and transforming the banking universe in the region. Mr. Mahoney was at Citizens from 1993 to 2008, where he was the president of the Massachusetts Bank and executive vice chairman of Citizens. Belmont Savings Bank (Mr. Mahoney). Belmont Savings was a local bank that enjoyed rapid growth in the highly competitive Eastern Massachusetts market. While under Mr. Mahoney s leadership, Belmont Savings grew from $400 million to nearly $3 billion of assets. In 2011, Belmont Savings successfully completed an initial public offering. The business continued to grow until it was sold in 2019 to People s United Bank for $327 million, generating a 3.3x return for IPO investors. Mr. Mahoney was the president and CEO of Belmont Savings Bank from 2010 to 2019. Consumer Financial Protection Bureau (Mr. Date). Mr. Date is widely credited with guiding the Consumer Financial Protection Bureau s (the CFPB ) early strategic, operational, and policy initiatives, having served as acting Director for most of the first six months of the Bureau s operations, then as the first-ever Deputy Director. The CFPB redefined consumer financial regulation in the aftermath of the 2008 financial crisis, creating tangible value for tens of millions of consumers. Broad Network of Industry Executives and Intermediaries. We benefit from an extensive network of proprietary contacts, corporate relationships (including financing providers and investment market participants, private equity groups, investment banks, accounting firms, target management teams and companies or individuals that represent sellers), and the industry experience of the BCAC Team, which has been developed through extensive experience in investing, operating, and growing businesses in the Financial Services industry. We believe these capabilities and connections will provide us with a differentiated pipeline of acquisition opportunities that would be difficult for other participants in the market to replicate. We believe that our industry relationships provide us with a competitive advantage not only with respect to transaction sourcing but also with respect to our ability to conduct enhanced due diligence on a target company. History of Reviewing Hundreds of Deal Opportunities per Year with a Rigorous Due Diligence and Capital Commitment Process. The BharCap team has a long history of reviewing hundreds of investment opportunities per year at our previous employers. This experience is critical to sifting through the SPAC-eligible opportunity set to identify a single investment on which to focus and complete. In addition, the BharCap investment team s rigorous due diligence and capital commitment process has developed over many years of analyzing opportunities and includes several layers of review and approval. Differentiated Operating Experience. We believe the executive-level, industry-focused operational experience within the CEO Network will make us an attractive partner to our prospective acquisition targets. Our team believes that our ability to work effectively with our portfolio companies has been an essential driver of past performance and value creation and will similarly lead to demonstrable improvements in our target company, the expectation of which may make us more attractive to targets than other potential partners. TABLE OF CONTENTS Commitment to Diversity. We, and BharCap generally, have a deep commitment to promoting the economic prosperity of minorities and immigrants of all race, color or creed. Mr. Srikrishnan, Mr. Wang, Mr. Date and Mr. Tandon are all first-generation American citizens, and Mr. Mehta immigrated to America from India at the age of 28. We believe we are one of a few special purpose acquisition companies to have a Board of Directors where the majority of members are either first-generation Americans or immigrant minorities. We, and BharCap, will promote diversity at our respective portfolio companies and on their boards, and will have a corporate policy to have at least one person of color, female or transgender representative on the board of every BCAC or BharCap portfolio company. Additionally, our sponsor has committed to donate founder shares to charitable organizations committed to promoting diversity and racial equity. 2,3 During Mr. Srikrishnan s tenure at Pine Brook (July 2015 through February 15, 2021) he was a partner and a managing director and a member of the Pine Brook financial services team. During Mr. Wang s tenure at Pine Brook (July 2014 through February 15, 2021) he was a non-partner member of the Pine Brook financial services team. All Pine Brook investments were made and managed by a team of Pine Brook professionals consisting of one or more partners and other investment professionals and supporting staff (including Mr. Srikrishnan and / or Mr. Wang), which collectively had responsibility for all aspects of the investment process (origination, execution, growth, monitoring and exit). The teams reported to the Pine Brook investment committees which had final responsibility for all investment and other decisions relating to the Pine Brook investments. Mr. Srikrishnan was a member of the Pine Brook investment committees (which included all firm partners) but he did not have a controlling or deciding vote as all investment committee decisions were made on a consensus basis. Mr. Wang was not a member of the Pine Brook investment committees. Certain other current or former members of the Pine Brook team who have worked on the Pine Brook investments, either individually or in the aggregate, have or may have contributed more to the performance of the Pine Brook investments than Mr. Srikrishnan and/or Mr. Wang did. TABLE OF CONTENTS Our Founders Our executive officers and directors are as follows: Name Age Position Bharath Srikrishnan 43 Chairman and Chief Executive Officer Steve Abernethy 54 Director nominee Raj Date 49 Director nominee Gene Lockhart 71 Director nominee Robert Mahoney 72 Director nominee Karl Mehta 50 Director nominee Vipul Tandon 47 Director nominee Ethan Wang 35 Chief Financial Officer Bharath Srikrishnan is the Chairman and Chief Executive Officer of BCAC and the founder of BharCap. Prior to founding BharCap, Mr. Srikrishnan spent five years as a partner on Pine Brook s financial services investment team. He continues to serve as a consultant to Pine Brook. Mr. Srikrishnan serves as a director of Fair Square, Sculptor, TRIA Capital Partners and United Auto Credit. Mr. Srikrishnan formerly served as chairman and director of WhiteStar Asset Management, prior to its sale to Clearlake Capital Group. Mr. Srikrishnan has 20 years of financial services investment, operating and advisory experience. Before joining Pine Brook, he was a managing director at Five Mile Capital Partners, where he was responsible for leading the firm s financial services investment activities. Mr. Srikrishnan previously was a principal of Lee Equity Partners, where he focused on financial services private equity investments. Prior to that, he was a co-founder and managing director of NewStar Financial. Mr. Srikrishnan began his career as an analyst in the Financial Institutions Group of Salomon Smith Barney and as an associate with Capital Z Financial Services Partners. Mr. Srikrishnan holds a B.S. from Boston College in Finance, Operations and Strategic Management (cum laude). Mr. Srikrishnan also serves as a board director of the USA Wrestling Foundation and the YMCA of Greenwich. Steve Abernethy will serve as a director of BCAC following completion of this offering. Mr. Abernethy is a co-founder and former CEO and executive chairman of SquareTrade, a highly innovative protection plan provider that disrupted the roughly $20 billion consumer electronics service contract industry. Mr. Abernethy served as CEO from 1999 to 2014 and as executive chairman from 2014 until January 2017. From 1996 to 1999, he worked in the financial institutions and media practices of the consulting firm McKinsey & Company. Mr. Abernethy is a member of the Dean s Leadership Council for Architecture and Environmental Design at California Polytechnic State University. Mr. Abernethy is a board member of AutoFi and Triparound. Mr. Abernethy holds a B.S. in Architectural Engineering from California Polytechnic State University in San Luis Obispo and an M.B.A from Harvard Business School. Raj Date will serve as a director of BCAC following completion of this offering. He has had a long and varied career in and around U.S. financial institutions as a FinTech investor, senior policy maker, commercial bank executive, strategy consultant and investment banker. Since 2013, he has served as managing partner of Fenway Summer, a hybrid advisory and venture investment firm focused on financial services and financial technology. In 2012, Mr. Date became the first-ever Deputy Director of the CFPB. As the Bureau s second-ranking official, he helped steward the CFPB s strategy, its operations, and its policy agenda. Mr. Date also served on the senior staff committee of the Financial Stability Oversight Council and as a statutory deputy to the FDIC Board. Before being appointed Deputy Director of the CFPB, Mr. Date acted as the acting leader of the new agency, serving as the Special Advisor to the Secretary of the Treasury. He led the CFPB for most of the first six months after its launch in 2011. From 2009 to 2010, he founded and served as the TABLE OF CONTENTS chairman and executive director of the Cambridge Winter Center for Financial Institutions Policy, a private, non-profit research and policy organization that supported reform of the U.S. financial system. Prior to his government service, Mr. Date was a managing director in the Financial Institutions Group at Deutsche Bank Securities from 2007 to 2009. Before that, from 2002 to 2007, he was senior vice president for Corporate Strategy and Development at Capital One Financial. From 1996 to 2001, he worked in the financial institutions practice of the consulting firm McKinsey & Company. He has also served as an attorney in both private practice and government service. Mr. Date has since 2016 served on the board of Green Dot Corporation, a bank holding company. He also currently serves as a director for a number of private companies including Better Mortgage, a digital mortgage lender, since 2019, and Circle, a digital currency firm, since 2013. He also serves as the founding director of the Payments Leadership Council, a trade association including the CEOs of the largest US-based payments companies. Mr. Date received a B.S. from the College of Engineering at the University of California at Berkeley (highest honors) and a J.D. from Harvard Law School (magna cum laude). Gene Lockhart will serve as a director of BCAC following completion of this offering. Since October 2014, Mr. Lockhart has been the founder, chairman and managing partner of MissionOG, a venture capital firm with significant operational and investment experience across the financial services and payments industries. Mr. Lockhart is also currently a senior advisor to The Blackstone Group, with a focus on Blackstone Growth and Blackstone Tactical Opportunities. He also served as special advisor to General Atlantic from 2012 to 2019. From 2002 until 2012, Mr. Lockhart was a venture partner at Oak Investment Partners. Mr. Lockhart s prior leadership roles include serving as president and CEO of Mastercard International, CEO of Midland Bank, president of the Global Retail Bank of BankAmerica Corporation, and president of Consumer Services at AT&T. Mr. Lockhart has also served as a board member of many companies, including Aaron s, Alkami Technology, Argus Information, Asset Acceptance Capital Corp., FactorTrust, Featurespace, First Republic Bank, Huron Consulting, IMS Health, Cognizant, Metro Bank, Netspend, Nubank, Progressive Financial and RadioShack, amongst others. Mr. Lockhart has served on numerous philanthropic boards, including serving in the past as the chair of the Thomas Jefferson Foundation (Monticello) and the chairman of the Darden School Foundation at the University of Virginia. He is currently serving as the Chairman of Academic Affairs for the State Council of Higher Education of Virginia. Mr. Lockhart earned his B.S. from the University of Virginia and his M.B.A. from The Darden School at the University of Virginia. Robert Mahoney will serve as a director of BCAC following completion of this offering. Mr. Mahoney was most recently the president and CEO of Belmont Savings Bank before its sale in 2019 to People s United Bank. In February 2014, Mr. Mahoney was named the Most-Admired CEO of a small or mid-sized company in Massachusetts by the Boston Business Journal. Fortune Magazine named Belmont Savings as one of The 100 Fastest Growing Companies in the U.S. in both 2017 and 2018. Prior to Belmont Savings, he was the executive vice chairman of Citizens Bank and president of the Massachusetts Bank. He started his banking career at Bank of Boston where he served in a variety of U.S. and international executive positions. Mr. Mahoney received his M.B.A. from Columbia Business School in 1971. He is a 1970 graduate of the University of Massachusetts, where he earned a B.S. degree in Chemistry. He received the 1996 Distinguished Alumnus Award from the University of Massachusetts, and the 2006 Columbia University School of Business Leadership Award. He is the recipient of the 2009 Henry L. Shattuck Boston City Champion Award and the 2011 USS Constitution Museum s Charles Francis Adams Award for public service. Karl (Kaushal) Mehta will serve as a director of BCAC following completion of this offering. Mr. Mehta is currently founder & CEO of EdCast, a next-generation knowledge platform company and former venture partner at Menlo Ventures. Previously, Mr. Mehta was the founder & CEO of PlaySpan, acquired by Visa, the world s largest payment network. Mr. Mehta also served as a White House Presidential Innovation Fellow, selected by the Obama Administration during the inaugural TABLE OF CONTENTS 2012-2013 term. He was appointed by Governor Brown to the Workforce Investment Board of the State of California in 2014. In 2010, Mr. Mehta won the Entrepreneur of the Year award from Ernst & Young for Northern California. Mr. Mehta has been awarded Tech Pioneer by the World Economic Forum and he has been ranked among the Top 50 CEOs in small and mid-size company category by USA Today and Comparably. He is on the board of EdCast Inc, SV21 (Silicon Valley based Technology Investment firm) and iCREATE (India based venture incubator). Vipul Tandon will serve as a director of BCAC following completion of this offering. From October 2018 until January 2020, Mr. Tandon served as a senior managing director at Newlight Partners, a private investment firm with approximately $4 billion in capital commitments and assets under management formed by the spin out of the Strategic Investments Group of Soros Fund Management ( Soros PE ). Prior thereto, Mr. Tandon was a senior managing director at Soros PE, which he joined in August of 2006, where he focused on opportunities in the financial services, automotive and industrial industries. Mr. Tandon was a key member of investment teams at Soros PE which completed the Essent and Owl Rock investments and served as a board member of Essent from 2010 to 2016 and a board observer of ORCC from 2016 to 2019. Mr. Tandon has worked on over $2 billion of equity investments across 16 companies. Mr. Tandon holds a B.S. in Economics from the Wharton School and a B.A. in International Relations from the University of Pennsylvania (magna cum laude) and an M.B.A. from INSEAD. Ethan Wang is the Chief Financial Officer of BCAC and a co-founder of BharCap. Prior to co-founding BharCap, Mr. Wang spent six years as a member of Pine Brook s financial services investment team. He serves as director of Fair Square, TRIA Capital Partners, Belmont Green and as an observer on the board of Better Mortgage. Before joining Pine Brook, Mr. Wang was with JLL Partners, where he spent two years focusing on specialty finance, healthcare and business services opportunities. Prior to that, he was an analyst with Milestone Advisors, which was later acquired by Houlihan Lokey. Mr. Wang holds a B.S. in Business Administration and Chemistry from the University of North Carolina at Chapel Hill, and an M.B.A. from the Booth School of Business at the University of Chicago (with high honors). BCAC will also benefit from the guidance of its Senior Advisors. Wayne Cohen is a Senior Advisor to BCAC. Mr. Cohen is president and chief operating officer for Sculptor. Mr. Cohen joined Sculptor in 2005, has been an executive managing director since 2010 and is a member of the partner management committee. Mr. Cohen is primarily responsible for helping shape Sculptor s strategy, in addition to having a broad scope of responsibility managing day-to-day operations and overseeing its investor relations and non-investment functions. Mr. Cohen holds a B.A. in International Relations from Tulane University (magna cum laude) and a J.D. from New York University School of Law. Tom Kendall is a Senior Advisor to BCAC. Mr. Kendall is a founder and managing member of Five Mile Capital Partners ( Five Mile ), a real estate and asset focused private equity fund which has invested approximately $6 billion. Previously at Five Mile, Mr. Kendall served as a member of the board of managers, COO, a member of the investment committee and chaired the risk, compliance and operating committees. Mr. Kendall also served as chairman of the board of directors of American Mortgage Consultants. Prior to founding Five Mile, Mr. Kendall had the following positions and responsibilities for more than 20 years: created a de-novo asset management group at Financial Security Assurance; managing director in derivatives and convertible arbitrage at Santander Investments; managing director and head of derivatives and global financial trading at Koch Industries; founding partner, chief investment officer and managing director at Wasserstein Perella Capital Management; founded the mortgage department and manager of mortgage and asset-backed trading, sales, and finance at Greenwich Capital Markets; established and co-managed the contract trading desk at Kidder, Peabody. Mr. Kendall began his career at Salomon Brothers in 1977 where he was a vice president in mortgage finance and a TABLE OF CONTENTS senior trader / director on the mortgage trading desk. While at Salomon Brothers, Mr. Kendall played a key role in developing innovative mortgage and asset-backed products which became industry firsts, including large-scale standardized whole loan sales, initiation of the Federal Home Loan Mortgage Corporation swap program, early taxable collateralized mortgage obligations, and the development of adjustable-rate mortgage securities. Mr. Kendall received a B.S. in Economics from the Wharton School at the University of Pennsylvania, majoring in Finance and Accounting. Mr. Kendall serves as a board director of the University of Pennsylvania Sprint Football and Wrestling Overseers Board and the USA Wrestling Foundation. Mr. Kendall is also a member of the National Association of Homebuilders Housing Roundtable Group and previously served on the board of the Public Securities Association, the precursor to The Bond Market Association. Together, we believe our directors, senior advisors and management team bring additional expertise that will enhance our ability to identify and execute our initial business combination and may enhance our ability to execute upon various value creation initiatives after successful completion of our business combination. Notwithstanding our founders past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our stockholders from any business combination we may consummate. You should not rely on the historical record of our founders performance as indicative of our future performance. See Risk Factors Past performance of our founders and the other members of the BCAC Team, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in us, and we may be unable to provide positive returns to stockholders. For a list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. Our Business Strategy Our business strategy is to identify and complete our initial business combination with a company that complements the experiences and skills of the BCAC Team and can benefit from their operational expertise. Our selection process will leverage our founders broad and deep relationship network, unique industry experiences and proven deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through our founders extensive experience and demonstrated success in both investing in and operating businesses in our target sectors and across a variety of industries, including: a track record of successfully identifying, acquiring and growing companies and ability to deliver shareholder value over an extended time period with above-market-average investment returns; experience deploying a proven value creation toolkit including recruiting world-class talent, identifying value enhancements, delivering operating efficiencies and successfully integrating strategic acquisitions; and an extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership. Upon completion of this offering, our founders will communicate with their relationship networks to articulate the parameters of our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. We believe that our management team is well positioned to identify attractive business combination opportunities with a compelling industry backdrop and an opportunity for TABLE OF CONTENTS transformational growth. Our founders objectives are to generate attractive returns for stockholders and enhance value through improving operational performance of the acquired company. We expect to favor opportunities with certain industry and business characteristics. Key industry characteristics include compelling long-term growth, attractive competitive dynamics, consolidation opportunities and low risk of technological obsolescence. Key business characteristics include high barriers to entry, significant streams of recurring revenue, opportunity for operational improvement, attractive steady-state margins, high incremental margins and attractive free cash flow characteristics. See Our acquisition processes for further information on such key industry and business characteristics that we intend to address in our search for and growth of a target business. Our Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies that we believe: are in the Financial Services and FinTech industry and can benefit from the extensive networks and expertise the BCAC Team has built. In addition, we expect to evaluate targets in related industries that are benefiting from the disruption technology is creating in the Financial Services and FinTech industry; are fundamentally sound and provide a differentiated value proposition; operate in large, attractive and growing markets; are ready to operate in the scrutiny of public markets, with appropriate depth of management, corporate governance, and reporting and compliance policies in place; will likely be well received by public investors and will benefit from the strong access to the public capital markets; are at an inflection point in their growth trajectory, where we believe that additional management expertise or board-level insight can drive an improvement of financial performance or growth through a business combination; and will offer attractive risk-adjusted equity returns for our stockholders. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. Rigorous Investment Process The Financial Services industry is large, diverse and complex. With over $3.8 trillion in market capitalization, it represents approximately 11% of the S&P 500 and has grown significantly in importance over the past 20 years. The Financial Services industry is composed of multiple sectors and verticals and each sector is driven by separate return, growth and leverage characteristics that respond to different economic and competitive forces. As a result, dislocation-driven investment opportunities may exist in almost any economic or market environment. TABLE OF CONTENTS Despite the large opportunity set, navigating the Financial Services industry requires a high degree of specialization due to the business model complexities, cyclicality and continuous changes powered by regulatory, demographic, and technological factors that characterize the industry. The BCAC Team s experience, expertise and network of relationships cultivated over many years uniquely positions us to identify and capitalize on opportunities in this highly specialized industry. Our investment process includes, but is not limited to the following steps: Thematic Idea Generation Focused on Major Trends Impacting Financial Services. We take a thematic approach to investing across verticals of Financial Services and FinTech and seek to combine our view of long-term strategic developments with the best companies and management teams in each sector. Proactive Outreach to Targeted Companies. Upon identifying industry themes, the BCAC Team leverages its network to source potential targets. Even if a potential target is not immediately actionable, we continue to nurture these relationships over many years, regularly following-up and tracking their progress. Leverage Network of Industry Experts. Through BharCap s relationships and the CEO Network, the BCAC Team is well positioned to identify unique opportunities across the Financial Services and FinTech private company landscape. These relationships help us to identify and diligence potential companies that will benefit from our unique expertise and where we are best situated to augment the value of the business following the completion of the initial business combination. We anticipate that target business candidates may be brought to our attention from various unaffiliated sources, in particular founders of, and investors in, other private and public Financial Services and FinTech companies in our networks. Capability to Enhance Value Post-Closing. BharCap brings deep industry knowledge and expertise to work collaboratively with management to identify ways to improve operating performance and accelerate growth. The CEO Network is a resource that management teams can leverage, should they so desire, to work with experts who speak their language and have a wealth of historical experience in helping companies maximize shareholder value. Comprehensive Exit Planning and Monitoring Throughout the Life of Investment. The BCAC Team has a deep understanding of the Financial Services and FinTech industry and has a track record of investing in, operating and growing companies over multiple economic cycles. Maximizing outcomes requires careful and consistent attention to the end-goal and ensuring that key milestones are achieved throughout the lifecycle of an investment. Our internal process maintains a focus on these objectives and our network allows us to facilitate an exit of an investment at the appropriate time. Initial Business Combination The rules of require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make such independent determination of fair market value, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects, including if such company is at an early stage of development, operations or TABLE OF CONTENTS growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board of directors determines that outside expertise would be helpful or necessary in conducting such analysis. As any such opinion, if obtained, would only state that the fair market value meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of the target or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our stockholders. However, if required by Schedule 14A of the Securities Exchange Act of 1934, as amended, or the Exchange Act, any proxy solicitation materials or tender offer documents that we will file with the SEC in connection with our initial business combination will include such opinion. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews and inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our operational and capital planning experience. TABLE OF CONTENTS The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination or, subject to certain exceptions, subsequent material transactions with a company that is affiliated with our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. We currently do not have any specific business combination under consideration. Our officers and directors have not individually selected a target business nor have they had any substantive discussions regarding possible target businesses with our underwriters or other advisors. Our management team is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Members of our management team and our directors will directly or indirectly own our founder shares and/or private placement warrants following this offering and are affiliated with entities that purchase forward purchase securities and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement in connection with our initial business combination. In addition, certain of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Delaware law, or contractual obligations, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not believe that the fiduciary duties or contractual obligations of our founders, officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. In addition, our sponsor, founders, officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. Our founders, officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating TABLE OF CONTENTS management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information Our executive offices are located at Two Stamford Plaza, 281 Tresser Blvd., Suite 1003, Stamford, CT 06901 and our telephone number is (704) 451-0979. We will maintain a corporate website. The information that may be contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that are held by non-affiliates equals or exceeds $700 million as of the prior June 30th, or (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares of Class A common stock held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our shares of Class A common stock held by TABLE OF CONTENTS non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. TABLE OF CONTENTS The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors. Securities offered 25,000,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-third of one warrant. Proposed symbols We anticipate that the units, the Class A common stock and warrants, once they begin separate trading, will be listed on under the following symbols: Units: Class A common stock: Warrants: Trading commencement and separation of Class A common stock and warrants The units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless J.P. Morgan Securities LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. TABLE OF CONTENTS Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K that includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K that includes an audited balance sheet reflecting our receipt of the gross proceeds promptly after the closing of this offering. The closing of this offering is anticipated to take place two business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 25,000,000(1) Common stock: Number outstanding before this offering 7,187,500(2)(3) Number outstanding after this offering 31,250,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 5,000,000(1) Number of warrants to be outstanding after this offering and the private placement 13,333,333(1) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of our Class A common stock. Only whole warrants are exercisable. (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 937,500 founder shares. (2) Consists solely of founder shares and includes up to 937,500 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are currently classified as shares of Class B common stock, which shares are convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 25,000,000 shares of Class A common stock included in our units and 6,250,000 founder shares. We refer to our Class A common stock and our Class B common stock collectively herein as our common stock. TABLE OF CONTENTS No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Exercise price $11.50 per whole share, subject to customary adjustments as described herein including for per share dividends in excess of $0.10 per annum. In addition, if (x) we issue additional shares of our common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 and Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act TABLE OF CONTENTS covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. We have agreed that as soon as practicable, but in no event later than 20 business days, after the closing of our initial business combination, we will use our commercially reasonable efforts to file, and within 60 business days following our initial business combination to have declared effective, a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided, that if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another TABLE OF CONTENTS exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. No fractional shares will be issued upon exercise of the warrants, and only whole warrants will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of Class A common stock to be issued to the warrant holder. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption to each warrant holder, which we refer to as the 30-day redemption period; and if, and only if, the last reported sale price of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the Reference Value ) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Stockholders Warrants Anti-dilution Adjustments ). We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become TABLE OF CONTENTS redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by the sponsor or their permitted transferees. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Commencing ninety days after the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Stockholders Warrants based on the redemption date and the fair market value of our Class A common stock (as defined below) except as otherwise described in Description of Securities Warrants Public Stockholders Warrants ; if, and only if, the Reference Value (as defined above under Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 ) equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Stockholders Warrants Anti-dilution Adjustments ); and if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Stockholders Warrants Anti-dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A common stock for the above purpose shall mean the volume TABLE OF CONTENTS weighted average price of our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Stockholders Warrants for additional information. Founder shares In February 2021, our sponsor purchased an aggregate of 7,187,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering. Prior to the closing of this offering, our sponsor intends to transfer 25,000 founder shares to each of our independent director nominees at their original per share purchase price. As such, our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). If we further increase or decrease the size of the offering, we will effect a stock split or stock dividend or share contribution back to capital, as applicable, with respect to our Class B common stock immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20% of the outstanding shares of our common stock upon the consummation of this offering. Up to 937,500 founder shares will be subject to forfeiture by our TABLE OF CONTENTS sponsor (or its permitted transferees) depending on the extent to which the underwriters over-allotment option is not exercised so that our initial stockholders will maintain ownership of 20% of our common stock after this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason prior to our initial business combination; the founder shares are shares of Class B common stock that automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination and a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A common stock and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business TABLE OF CONTENTS combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. Our initial stockholders have agreed to vote any founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised); and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination; or (B) subsequent to our initial business combination, (x) if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under the section of this prospectus entitled Principal Stockholders Restrictions on Transfers of Founder Shares and Private Placement Warrants ). We refer to such transfer restrictions throughout this prospectus as the lock-up. Founder shares conversion and anti-dilution rights The shares of Class B common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In TABLE OF CONTENTS the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination). Election of Directors; Voting Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by a resolution passed by a majority of our shares of Class B common stock. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. In connection with our initial business combination, we may enter into a stockholders agreement or other arrangements with the stockholders of the target with respect to voting and other corporate governance matters following completion of the initial business combination. Our amended and restated certificate of incorporation will provide that our board of TABLE OF CONTENTS directors will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 5,000,000 private placement warrants (or 5,500,000 private placement warrants if the underwriters overallotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a price of $1.50 per warrant ($7,500,000 in the aggregate or $8,250,000 in the aggregate if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each whole private placement warrant is exercisable for one whole share of our Class A common stock at $11.50 per share. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $250,000,000 (or $287,500,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Stockholders Warrants Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, TABLE OF CONTENTS assignable or salable until 30 days after the completion of our initial business combination (except as described under the section of this prospectus entitled Principal Stockholders Restrictions on Transfers of Founder Shares and Private Placement Warrants ). Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00, they would surrender their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) less the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account The rules of provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $10.00 per unit ($287,500,000, or $10.00 per unit, if the underwriters over-allotment option is exercised in full), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. and at a brokerage institution, with Continental Stock Transfer & Trust Company acting as trustee and $1,000,000 will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The TABLE OF CONTENTS proceeds to be placed in the trust account include $8,750,000 (or $10,062,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting discounts and commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, including franchise and income tax obligations, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of: (a) the completion of our initial business combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to provide holders of our Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to the rights of holders of our Class A common stock, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public stockholders who redeem their shares of Class A common stock in connection with a stockholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such shares of Class A common stock so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, including franchise and income taxes, unless and until we complete our initial business combination or our liquidation, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions TABLE OF CONTENTS under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof. We estimate the interest earned on the trust account will be approximately $175,000 per year, assuming an interest rate of 0.07% per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1.0 million in working capital after the payment of approximately $1.0 million in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. The rules require that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (excluding the amount of any deferred underwriting discounts and commissions held in trust and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or an independent accounting firm. Our stockholders may not be TABLE OF CONTENTS provided with a copy of such opinion nor will they be able to rely on such opinion. We anticipate structuring our initial business combination so that the post-transaction company will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of s 80% of fair market value test, provided that in the event that the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the transactions and we will treat the transactions together as our initial business combination for seeking stockholder approval or for purposes of a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, they have no current TABLE OF CONTENTS commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases of Our Securities for a description of how our sponsor, initial stockholders, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of shares of our Class A common stock or our public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the TABLE OF CONTENTS quotation, listing or trading of our securities on a national securities exchange. There is no limit on the number of public shares and public warrants that our initial stockholders, sponsor, officers, directors or their affiliates may purchase pursuant to the transactions described above. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, including franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting discounts and commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our business combination. Limitations on redemptions Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement TABLE OF CONTENTS relating to our initial business combination. For example, the proposed business combination may require (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of our Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of our Class A common stock submitted for redemption will be returned to the holders thereof. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. In the case of a stockholder meeting, such election must be made (unless extended by us in our sole discretion) no later than two business days prior to the initially scheduled vote on the proposal to approve the initial business combination. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require stockholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We currently intend to conduct redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirements and we choose to conduct redemptions pursuant to the TABLE OF CONTENTS tender offer rules of the SEC for business or other legal reasons. If we hold a stockholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of our common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). We will give at least 10 days prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or vote at all. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the proxy TABLE OF CONTENTS solicitation or tender offer materials mailed to such holders, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent time to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed business combination is not approved and we continue to search for a target business, we will promptly return any certificates delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our listing or Exchange Act registration. Upon the public announcement of our business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration TABLE OF CONTENTS of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of TABLE OF CONTENTS the shares sold in this offering) for or against our business combination. Redemption rights in connection with proposed amendments to our certificate of incorporation Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law, or DGCL, or applicable stock exchange rules. Our initial stockholders, who will beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that would modify the substance or timing of our obligation to provide holders of our Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our business combination within 24 months from the closing of this offering, or with respect to any other provision relating to the rights of holders of our Class A common stock unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the TABLE OF CONTENTS trust account and not previously released to us to pay our taxes, including franchise and income taxes, divided by the number of then outstanding public shares. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting discounts and commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation will provide that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period (subject to our ability to seek an extension of such 24-month period as described herein), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, including TABLE OF CONTENTS franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination within the 24-month time period. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period. The underwriters have agreed to waive their rights to their deferred underwriting discounts and commissions held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. If we are unable to complete an initial business combination within the 24-month period, we may seek an amendment to our amended and restated certificate of incorporation to extend the period of time we have to complete an initial business combination beyond 24 months. Our amended and restated certificate of incorporation will require that such an amendment be approved by holders of 65% of our outstanding common stock. TABLE OF CONTENTS Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for office space, utilities, secretarial support and administrative services provided to us by an affiliate of our sponsor, in an amount equal to $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. The foregoing payments will be made from the proceeds of the sale of private placement warrants that will not be held in the trust account or from the funds available to us from interest income on the trust account balance. Audit committee We will establish and maintain an audit committee, which initially will be composed of a majority of independent directors and, within one year of the date of this offering, will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis any payments that were made to our sponsor, our officers and our directors, and any affiliates thereof, and monitor compliance with the other terms TABLE OF CONTENTS relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of interest Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities that are engaged in a similar business to which they have fiduciary or contractual duties. Our officers and directors may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor, and a potential target business may be presented to another entity prior to its presentation to us. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. BharCap, an affiliate of our sponsor, manages numerous investment vehicles and separately managed accounts. BharCap and its affiliates may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within BharCap may be suitable both for us and for current or future investment vehicles managed by BharCap and may be directed to such investment vehicles rather than to us. Neither BharCap nor members of our management team TABLE OF CONTENTS who are also employed by BharCap have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless, in the case of any such member of our management team, such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. BharCap and/or members of our management team, in their capacities as employees of BharCap or in their other endeavors, may be required to present potential business combinations to the related entities described above, current or future affiliates of BharCap, or third parties, before they present such opportunities to us. In addition, BharCap and its affiliates and our officers and directors may sponsor or form other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target. Further, the CEO Network does not have any duty to offer acquisition opportunities to us, or to otherwise share information or investment ideas with us, and individuals within the CEO Network may often be prohibited from doing so, due to such individual s fiduciary and contractual obligations to persons and entities other than us. For more information, see Risk Factors Certain of our officers and directors are now, and any of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented. In addition, we may be precluded from opportunities because they are being pursued by BharCap and they may outperform any business we acquire. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm and the underwriters of this offering) for services rendered or products sold to TABLE OF CONTENTS us, or by a prospective target business with which we have entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes, including franchise and income taxes. This liability will not apply with respect to any claims by a third party or prospective target business who executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification obligations. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. TABLE OF CONTENTS Risks We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors. Summary of Risk Factors An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment: We are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance of our founders and the other members of the BCAC Team, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in us, and we may be unable to provide positive returns to stockholders. Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed business combination and reduce the public float of our Class A common stock. You will not be entitled to protections normally afforded to investors of many other blank check companies. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 24 months, TABLE OF CONTENTS we may be unable to complete our initial business combination, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by events beyond our control, including a global or domestic health crisis such as the recent coronavirus ( COVID-19 ) outbreak and the status of debt and equity markets. The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view. We may not be able to complete our initial business combination within the 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest. Since our sponsor, officers and directors will lose their entire investment in us if our business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. Our initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support. Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. The other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. TABLE OF CONTENTS Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. March 8, 2021 Actual Balance Sheet Data: Working capital (deficiency) $ (173,375) Total assets $ 220,575 Total liabilities $ 198,375 Stockholder s equity $ 22,200 TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001850741_ifit_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001850741_ifit_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001850741_ifit_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001850838_omega_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001850838_omega_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001850838_omega_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001851174_world_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001851174_world_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6de55ae3ddbed86cfaab45bb8a6a40f13390a809
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001851174_world_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and article of association are to the amended and restated memorandum and articles of association that the company will adopt prior to or upon the consummation of this offering; Companies Act are to the Companies Act (as amended) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to the holders of our founder shares immediately prior to this offering; management or our management team are to our executive officers and directors (including our directors nominees that will become directors in connection with the consummation of this offering); ordinary resolution are to a resolution adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans and extension loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor and members of our management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; special resolution are to a resolution adopted by the affirmative vote of at least a two-thirds ( ) majority (or such higher threshold as specified in the company s amended and restated memorandum and articles of association) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; sponsor are to World Quantum Growth Acquisition LLC, a Cayman Islands limited liability company; and we, us, our, company or our company are to World Quantum Growth Acquisition Corp., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. General We are a newly formed blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. Although we will not be limited to a particular industry or geographic region in our identification and acquisition of a target company, we believe the financial services and the financial technology sectors in the U.S. and EMEA as well as relevant technology firms supporting these sectors present particularly attractive investment opportunities. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. To date, our efforts have been limited to organizational activities. Based on publicly available data drawn from filings with the SEC as of the date of this prospectus, it appears that approximately 40 special purpose acquisition companies listed on U.S. exchanges have indicated an investment focus on the FinTech sector in the U.S. and EMEA. A small percentage of these special purpose acquisition companies has indicated their expertise and/or focus being directed at Europe, the Middle-East and Israel. Activity of special purpose acquisition companies in Europe is relatively limited compared to the U.S., which leaves a large group of attractive targets in the financial services and FinTech sectors in Europe looking for long-term capital investments to scale-up their businesses regionally and globally. With an estimated daily equity turnover of approximately $69 billion (as of April 2021), Europe cannot match the depth and liquidity offered by U.S. equity markets, which have an estimated daily turnover of approximately $538 billion (as of June 2021). This relative illiquidity in the EMEA region also accounts for lower multiples afforded by high-growth EMEA businesses compared to their U.S. peers. We plan to execute our strategy under the leadership of our seasoned management team, comprised of Xavier Rolet KBE, Serge Harry, Antoine Shagoury and Michel Brogard. The leadership team has had the opportunity to work together on numerous occasions, particularly at the London Stock Exchange Group (the LSEG ) and, more recently, at CQS Management ( CQS ), one of Europe s largest hedge funds. Together, we bring more than 105 years of combined experience as corporate executives, as accomplished merger and acquisition ( M&A ) professionals, and as operators of public, scaled businesses and rapidly growing financial services firms through economic cycles. Our team has a proven track record of creating shareholder value organically and through M&A, and has executed numerous transactions in a global setting, including large-scale investments and M&A efforts, IPOs and capital raises across the Americas, Europe, the Middle East and the Asia-Pacific. We will seek to capitalize on the substantial board room and operational experience of our management team. Additionally, we believe that our management s world-class network of industry contacts, which we expect will offer extensive access to transaction opportunities and professional guidance, particularly across our key focus areas, and will create a robust investment opportunity pipeline for the Company to evaluate. Management Team Xavier Rolet KBE Xavier Rolet KBE is the Chief Executive Officer, Chairman and Co-Founder of World Quantum Growth Acquisition Corp. Named as one of the 100 Best CEOs in the World in 2017 by Harvard Business Review, Mr. Rolet has over 30 years of experience as an executive and a demonstrated track record of successful turnarounds and continued growth in global financial services. Notably, as Chief Executive Officer of LSEG from 2009 to 2017, Mr. Rolet managed the transformation of the London Stock Exchange (the LSE ) into one of the world s largest exchanges by market capitalization. During his tenure, the LSE s market value grew by approximately $15 billion, corresponding to an 8x increase in share price, delivering an average total shareholder return of approximately 30%. He also oversaw approximately $5 billion of landmark acquisitions by LSEG including, notably, MilleniumIT in 2009, FSA Transaction Reporting System in 2011, FTSE International in 2011, LCH.Clearnet in 2013, Bonds.com in 2014, Russell Investments in 2014, Mergent in 2017 and YieldBook in 2017. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED AUGUST 6, 2021 PRELIMINARY PROSPECTUS World Quantum Growth Acquisition Corp. $200,000,000 20,000,000 Units World Quantum Growth Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. Although we will not be limited to a particular industry or geographic region in our identification and acquisition of a target company, we believe the financial services and the financial technology sectors in the U.S. and EMEA as well as relevant technology firms supporting these sectors present particularly attractive investment opportunities. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriter has a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 18 months from the closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our public shareholders will not be afforded an opportunity to vote on our extension of time to consummate an initial business combination from 18 months to 24 months described above or redeem their shares in connection with such extension. Our sponsor, World Quantum Growth Acquisition LLC, has agreed to purchase 8,500,000 warrants (or 9,400,000 warrants if the underwriter s over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, in a private placement to occur concurrently with the closing of this offering. Our initial shareholders currently own 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Only holders of Class B ordinary shares will have the right to vote on the election of directors prior to or in connection with the completion of our initial business combination. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol WQGA.U We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on the NYSE under the symbols WQGA and WQGA WS, respectively, on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the underwriter permits earlier separate trading and we have satisfied certain conditions. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 34 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 200,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 11,000,000 Proceeds, before expenses, to us $ 9.45 $ 189,000,000 (1) Includes $0.35 per unit, or $7,000,000 (or $8,050,000 if the underwriter s over-allotment option is exercised in full) in the aggregate, payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriter only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of Class A ordinary shares issued as part of the units in this offering, as described in this prospectus. Does not include certain fees and expenses payable to the underwriter in connection with this offering. See Underwriting for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $202.0 million, or $232.3 million if the underwriter s over-allotment option is exercised in full ($10.10 per unit in either case), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. (the trust account ), with Continental Stock Transfer & Trust Company acting as trustee. The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager Credit Suisse The date of this prospectus is , 2021 Mr. Rolet has held various senior positions in the financial services industry throughout his career, with a focus on strategy & operations, technology & data investments and global growth. Most recently, he served as Chief Executive Officer of CQS, between 2019 and 2020. He worked at Lehman Brothers from 2000 to 2008, as Co-Head of Global Equity & Derivatives Trading in New York, as Head of European & Asian Equities in London, and as Chief Executive Officer of Banque Lehman Brothers in Paris. He was also Global Head of Risk & Trading at Dresdner Kleinwort Benson between 1997 and 2000. Prior to that, he was Global Head of European Equities at Credit Suisse First Boston between 1994 and 1996. Mr. Rolet began his career on the International Risk Arbitrage desk at Goldman Sachs International Ltd. in 1984 where he stayed on until 1994, departing as Executive Director and Head of European Equities Trading in London. Mr. Rolet has been a Board Member of Greater Yellowstone Coalition since June 2021, a Board Member of Golden Falcon Acquisition Corporation since 2020, Chairman of the Board of Shore Capital Markets since 2020, independent director and Chairman of the Risk Committee of Phosagro PJSC from 2018 to 2019 and Chairman of the Board of Directors of Phosagro PJSC since 2019, Independent Non-Executive Director of Seplat Petroleum Development Company Plc since 2020 and Independent Non-Executive Director of Tadawul since 2019. He is also a Member of the Senior Advisory Board of Towerbrook Capital Partners LP since 2020, an External Director to Portfolio Companies of the Public Investment Fund (PIF) since 2019, an Expert Advisor to the Shanghai Institute of Finance for the Real Economy (SIFRE) since 2018. In addition, Mr. Rolet holds positions at a number of other privately held companies; notably, he is Managing Member of Grayling Centennial since 2017 and Senior Advisor to Ranchlands Inc. since 2017. After graduating from the cole Sup rieure de Commerce de Marseille (currently the KEDGE Business School) with an MSc in Management Science & Finance in 1981, Mr. Rolet served as a Second Lieutenant and Instructor at the French Air Force Academy. He then attended Columbia Business School, where he received an MBA in 1984 and where he currently serves as a Member of the Board of Overseers since 2011. Mr. Rolet also completed his post-graduate studies from the Institut des Hautes Etudes de Defense Nationale in 2008. Mr. Rolet is an Honorary Knight Commander of the Order of the British Empire (KBE), a Knight of the National Order of the Legion of Honour of France, an Officer of the Royal Sharifian Order of Al-Alawi of Morocco and a Member of the Order of Friendship of the Russian Federation. Mr. Rolet has been awarded numerous awards and recognitions, including the Risk.Net Lifetime Achievement Award in 2018. Serge Harry Serge Harry is the Chief Financial Officer, Director and Co-Founder of World Quantum Growth Acquisition Corp. Mr. Harry has over 30 years of experience in capital markets and financial markets infrastructures, with an expertise in strategy & operations, M&A, restructurings, regulatory dialogue and engagement, investments, capital raisings and IPOs. Notably, during his time as Chief Financial Officer, Euronext s market capitalization grew by approximately $9 billion, corresponding to a 4x increase in share price. He also helped deliver an average total shareholder return of approximately 45%, a revenue increase of 1.6x, an earnings increase of 2.8x and EBITDA margin expansion of 18 percentage points. He led over $1.6 billion of acquisitions and played a pivotal role in the $20 billion merger of Euronext with New York Stock Exchange. Mr. Harry has served as a member of the Advisory Board of Blend My Day, a healthy food technology company based in the U.K., since July 2021. Since August 2020, Mr. Harry has served as Chief Executive Officer of Quaternion H Consulting, a boutique consulting firm specialized in Board strategy and M&A advisory. Previously, he was Deputy Chief Executive Officer and Chief Financial Officer of CQS. He was also a Member of the Executive Committee of LSEG as well as Chief of Staff to the Group Chief Executive Officer and Head of European Operations & Post-Trade at LSEG from 2013 to 2019. Prior to this, he was a Senior Advisor to the LSEG Chief Executive Officer from 2011 to 2013, working on the successful acquisition of LCH Group. In addition, he served as Chief Executive Officer of SH Consulting, an investment, strategy and M&A Board Advisory Boutique in Financial Services, between 2011 and 2015. Before this, he held international executive positions as Chairman and Chief Executive Officer of BlueNext, a leading global carbon credits trading exchange, from 2007 to 2010, as Group Head of Strategy and Member of the Executive Committee at NYSE Euronext from 2007 to 2008, and as Chief Financial Officer of Euronext from 2000 to 2007, during which time he oversaw the IPO of Euronext in 2001 that resulted in a 400 million equity capital increase. Mr. Harry was also deputy Chief Executive Officer of Paris Stock Exchange from 1999 to 2000, which he joined from SICOVAM (now Euroclear France), where he held a number of positions from 1983 to 1999, including Chief Financial Officer and General Secretary. Mr. Harry has had vast directorship experience across various roles, businesses, geographies and in highly regulated environments. He is currently Chairman of the Board of XTX Markets SAS Europe, a leading algorithmic trading firm, since 2019, and Member of the Audit Committee of XTX Markets Group since 2019. He previously served as Chairman of MTS Markets France between 2014 and 2019 and as Chairman of globeSettle between 2014 and 2019. In addition, he was a Board Member and a Member of the Audit and Remuneration Committees of LCH SA Banque between 2013 and 2019, CurveGlobal between 2017 and 2019, GL Trade between 2004 and 2008, Marco Polo Network Inc. between 2008 and 2009, ATOS Euronext Market Solutions between 2003 and 2007 and Liffe between 2002 and 2007. Mr. Harry was ranked second of the top-10 most influential French financial executives in the City of London by eFinancial Careers in 2016. He was also a recipient of The Economist CFO Europe Best Practices Award in 2002 and of the Club des Trente Award for Best Financial Transaction in 2001. Mr. Harry received his MBA from Institut Sup rieur de Gestion Paris in 1984. In addition, he received a Certificate in Corporate Governance from IFA Sciences Po in 2020 and completed the CFA UK Certificate in ESG Investing in 2020. Antoine Shagoury Antoine Shagoury is the Chief Information Officer and Co-Founder of World Quantum Growth Acquisition Corp. He has over 25 years of experience in driving disruptive change in the financial services industry, leading digital transformations at major U.S. and European stock exchanges, and one of the world s largest custody and asset management banks. In June 2021, Kyndryl, a public company that will be created following the separation of IBM s Managed Infrastructure Services business, announced the nomination of Mr. Shagoury as its incoming Chief Technology Officer. Mr. Shagoury has served as Venture Partner in the Technology Practice of Ridge-Lane LP since May 2020. Previously, Mr. Shagoury was an Executive Vice President and Global Chief Information Officer at State Street Corporation between 2015 and 2019, where he was responsible for advancing and developing an enterprise-wide technology strategy. He managed all of State Street s IT and enterprise data activities, directly supporting operations in 27 countries, including all major investment centers. During his tenure, the technology transformation and digitalization program delivered over $550 million of pre-tax net run-rate expense savings since 2017. Additionally, approximately $5 trillion of assets under custody were onboarded and over 40% of the institution s systems were migrated to the private cloud by 2018. Prior to joining State Street, Mr. Shagoury spent five years at LSEG between 2010 and 2015, where he was the Chief Operating Officer and Chief Information Officer with responsibilities spanning capital markets, information and data services and post trade. During his tenure, LSEG achieved an unprecedented level of availability (100% for four of the five years), reduced execution latencies to less than 100 microseconds and also grew its Technology Services revenue by approximately 11%. Mr. Shagoury was also Chief Information Officer at the American Stock Exchange, and, after the American Stock Exchange was acquired by the New York Stock Exchange in 2008, at the New York Stock Exchange Alternext between 2003 and 2009, where he led the development of the Exchange s trading systems as well as managed trading and floor operations. Before that, he held various technology leadership positions at Instinet between 1993 and 2003, most notably corporate Chief Technology Officer. Mr. Shagoury began his career at Datastream Corporation, where he spent two years between 1990 and 1992. Mr. Shagoury currently serves as Strategic Advisor to Manetu, a provider of cryptographic solutions for data privacy management, and as a Non-Executive Advisor to Cast Software since 2020. He previously served as a Non-Executive Advisor at SparkCognition between 2017 and 2019 and Non-Executive Advisor for Tadawul between 2008 and 2012. Mr. Shagoury served as Non-Executive Director at The Advanced Cyber Security Center between 2015 and 2019, Cloud Technology Partners between 2015 and 2017, National Stock Exchange (a subsidiary of the CBOE) between 2012 and 2014, and Non-Executive Director of SIAC between 2004 and 2007. In addition, during his time at LSEG, he was an Executive Director of various subsidiaries, including FTSE Russell, Russell Investments, Borsa Italiana, LCH Clearnet, MTS, GATElab, ExactPro, globeSettle, MilleniumIT and Turquoise. Mr. Shagoury won a Gold Stevie Award for Digital Executive of the Year 2018 at the American Business Awards. He was also listed on Institutional Investor s The Tech50 for four years in a row between 2013 and 2017 and recognized by Financial News as CTO of the Year 2011. He earned a BSc in Business Administration, concentrating in Management Information Systems from Rochester Institute of Technology in 1993. Michel Brogard Michel Brogard is the Chief Development Officer and Co-Founder of World Quantum Growth Acquisition Corp. He has over 20 years of experience in business building and fund-raising. Between 2019 and 2020, Mr. Brogard served as Chief Executive Officer Americas and Senior Advisor at CQS. He was responsible for restructuring and expanding the firm s U.S. operations, contributing to CQS s over $1 billion of assets under management increase between 2019 and 2020. He also helped develop CQS s Diversity and Environmental, Social and Governance ( ESG ) strategy. Previously, from 2005 to 2015, he was a Managing Partner, Chief Operating Officer, Chief Financial Officer and Head of Business Development at Amber Capital, a hedge fund that he co-founded in 2005 and which grew its assets under management by 4.7x, to $7.0 billion by 2008. He helped open and manage Amber Capital s three offices in New York, London and Milan. Prior to that, Mr. Brogard was a Managing Director in European Equities at Credit Suisse First Boston / Donaldson, Lufkin & Jenrette Inc. between 2000 and 2005. Before this, he held various senior positions at HSBC Securities between 1996 and 1999, Lehman Brothers between 1995 and 1996, Merrill Lynch between 1994 and 1995 and Banque Paribas between 1987 and 1994. From 2007 to 2011, and also in 2019-2020, Mr. Brogard served as an elected Board Member of the Washington, D.C.-based Managed Funds Association (MFA), an advocate for the global hedge fund industry. He has served as Trustee, Executive Committee Member and Chair of the Finance and Investment Committees of the Lyc e Fran ais de New York since 2018 and between 2003 and 2016. Mr. Brogard has also been Chairman of the Investment Committee of the NY French American Chamber of Commerce since 2015 and a Board Member of the French American Chamber of Commerce Foundation since 2020. He has also been a member of the Investment Committee of the French American Aid for Children nonprofit organization since 2016. He has been a member of the Global Advisory Board of The Jerome A. Chazen Institute for Global Business at Columbia Business School since 2017. From 2017 to 2019, he was a member of New York Angels, a seeding platform which provides equity capital to early stage companies. Mr. Brogard earned his bachelor s degree in Mechanical Engineering at INSA Strasbourg, France in 1984 and his MBA at Columbia University in 1986. In 2008, the French Minister of Education awarded Mr. Brogard the title of Chevalier dans l Ordre des Palmes Acad miques. Independent Director Nominees Our efforts to seek a suitable business combination target will be complemented and augmented by the expertise and network of the relationships of our independent director nominees, Ms. Sharda Cherwoo, Mr. Peter K. Lenardos and Ms. Emer Timmons OBE, each of whom has extensive experience in business and financial matters. Sharda Cherwoo Sharda Cherwoo has agreed to serve as an Independent Non-Executive Director of World Quantum Growth Acquisition Corp. upon the effectiveness of the registration statement of which this prospectus forms a part. Ms. Cherwoo has over 25 years of executive experience as a strategic and innovative organizational leader with specialized industry focus in private equity, financial services, healthcare and emerging and disruptive technology. In June 2021, Doma Holdings, Inc., a company in the real estate industry, announced the nomination of Ms. Cherwoo to its Board of Directors upon the consummation of its business combination with Capitol Investment Corp. V. Ms. Cherwoo is a former senior partner at Ernst & Young LLP ( EY ), where she garnered extensive operating experience serving global clients across EY s four service lines - audit, tax, management consulting and transactions advisory (M&A) practices. In October 2015, Ms. Cherwoo launched and spearheaded EY s Intelligent Automation program, with a focus on strategic direction, governance and risk management. As part of that role, she also directed EY s investments in robotic process automation ( RPA ) and digital transformation initiatives. She also advised a number of Fortune 500 companies on their intelligent automation strategies, including operating models, digital and talent transformation planning. Ms. Cherwoo also served as a Senior Advisory Partner in EY s Private Equity practice group since 2009 and served financial services clients as a Global Client Service Partner and Global Tax Account Leader since 1991. In those roles, she was responsible for serving select EY clients, advising on digital transformation, RPA initiatives, complex tax accounting and global tax planning, as well as mergers, acquisitions and divestitures and their impact on business and global tax strategies. From 2001 to 2004, Ms. Cherwoo served as the founding Chief Executive Officer of EY s Global Shared Services operations in Bangalore, India, which was EY s first global offshoring center for client-facing operations. Prior to that, Ms. Cherwoo held various senior leadership roles and other positions since joining EY in the U.S. in 1982 in the audit practice. In addition to her strategic, operational and leadership roles, Ms. Cherwoo has been committed to mentoring and bringing innovative ideas to diversity and inclusiveness efforts. She has received the 2018 Silver Stevie Award Most Innovative Woman of the Year; 2017 Best in Biz award for Innovator of the Year; 2017 Gold Stevie Award for Innovation of the Year. In 2019, she received the Outstanding 50 Asian Americans in Business award. Ms. Cherwoo is a Certified Public Accountant and holds a B.Sc. in Accounting as Valedictorian from Sacred Heart University (1982). Ms. Cherwoo has also attended Executive Education programs at Harvard Business School for Strategic Leadership for EY Partners and at Northwestern University, Kellogg School of Management. Peter K. Lenardos Peter K. Lenardos has agreed to serve as an Independent Non-Executive Director of World Quantum Growth Acquisition Corp. upon the effectiveness of the registration statement of which this prospectus forms a part. He currently serves as Chief Financial Officer and Executive Director of U.K.-based OSTC Group Holdings Ltd., a global market-making and trading firm. Previously, he served as Chief Financial Officer and then Chief Executive Officer of Cinnober Financial Technology AB ( Cinnober ) between 2018 and 2019, a publicly-listed financial technology company with over 300 employees and a blue-chip client roster on six continents. At Cinnober, he was responsible for strategy, finance, sales/business development, client engagement, restructuring (including rightsizing the cost base) and funding. He led the $220 million sale of Cinnober to Nasdaq Technology AB, which resulted in a greater than 70% return on Cinnober s share price during his tenure as CEO. Prior to Cinnober, Mr. Lenardos spent the majority of his career between 2001 and 2018 in investment banking in both the U.S. and U.K., covering M&A advisory, capital raising, equity research and corporate broking, largely at William Blair & Co. and RBC Capital Markets. As an investment banker in the U.S., he advised clients on M&A deals and helped raise capital via public and private equity offerings collectively totaling in the billions of U.S. dollars. In the U.K., he worked on both IPOs and secondary capital raises, collectively totaling in the billions of British pounds. Mr. Lenardos received a Bachelor of Business Administration in Accounting summa cum laude from Mendoza Business School (University of Notre Dame) in 1997. He earned his MBA with Distinction from the Kellogg School of Management (Northwestern University) in 2001. Additionally, in 2019, Mr. Lenardos completed the Advanced Management Program at Harvard Business School. Emer Timmons OBE Emer Timmons OBE has agreed to serve as an Independent Non-Executive Director of World Quantum Growth Acquisition Corp. upon the effectiveness of the registration statement of which this prospectus forms a part. Ms. Timmons has over 20 years of international experience within start-ups and multi-national organizations, combining P&L accountability, strategy conception and delivery as well as IPO management. In January 2019, Ms. Timmons founded ET Solutions, a provider of strategic engagement professional services and programmes, delivered through consultancy and client focused experiences. In September 2019, she was appointed to Co-Chair the Leaders as Change Agents Board, a U.K. government-backed Board aimed at intensifying the campaign for greater diversity at senior levels of business. From 2017 to 2020, Ms. Timmons served as a Non-Executive Director of the FTSE 100 listed Flutter Entertainment, where she was a member of the Audit, Remuneration and Nomination Committees. Previously, between 2016 and 2019, Ms. Timmons was the Chief Marketing Officer and President of Enterprise Sales for Brightstar, a leading global mobile services company. Prior to this, she was the first female President in British Telecom s ( BT ) 175 year history, having joined the group in 2006. She was responsible for BT s multi-billion Global Services U.K. and Product business and played an integral role in its successful turnaround, and helped restore strong profitability and significant market share growth. Ms. Timmons is also the Vice-Chair of Maynooth University Industry Business Council for the School of Business, part of the National Universities of Ireland. Ms. Timmons has received various industry recognitions over the last few years including: top places on the Financial Times and HERoes 100 Female Champions of Women in Business list for the last three consecutive years, U.K. Woman of the Year from the Women in IT Awards, the Stevie International Awards for both Global Female Business Executive of the Year and Global Maverick of the Year, one of the Most Impactful B2B Marketing leaders in Europe and Female U.K. Corporate Leader. She was also awarded the CBI First Women Award for Business Services. Ms. Timmons achieved a degree in Mathematics and Economics from the National University of Ireland in 1995. Advisors In addition to our independent directors, we will be supported by Mr. Robert Pierce, as well as Mr. Alan Guarino in a strategic advisory capacity. Mr. Pierce is the Founder of Tech Economy, a specialty consulting team consisting of experts spread across U.S. and Europe, with a particular focus on transaction advisory, including strategic analysis, tech and commercial due diligence and transaction execution. Mr. Guarino has served in various CEO and experienced consultant roles, working with corporate boards and executive teams to drive business and talent optimization strategies. He also launched the SPAC Solutions Centre of Excellence of his firm in 2020. Robert N. Pierce The leadership team of World Quantum Growth Acquisition Corp. will be supported, in an advisory capacity, by Robert Pierce. Mr. Pierce brings over 30 years of experience working with leading European and U.S. technology companies on financings, post investment road maps, and exit preparations. He is the founder of Tech Economy which supports global private equity investors and sovereign fund clients by helping them evaluate the technology capabilities of potential investments across a wide range of segments, including financial services, e-commerce, cybersecurity, e-learning, data analytics and artificial intelligence. As the leader of Tech Economy, he helps leading global investors assess how the technology capabilities of potential investee companies will enable the implementation of their investment thesis. Mr. Pierce s previous experiences include leading the Software and IT Services investment banking franchises for Robertson Stephens, a West Coast technology investment bank acquired by Bank of America, and leading the Equity Capital Markets and Advisory business for Lloyds Bank. He started his career as an M&A lawyer with Skadden, Arps, Slate, Meagher & Flom LLP in New York. Mr. Pierce holds an MBA from INSEAD (1993) and an LL.M in Corporate Law from the NYU School of Law (1987) and is a member of the New York state Bar (inactive). Alan Guarino Alan Guarino is an advisor to World Quantum Growth Acquisition Corp. He has over 20 years of experience as an executive and currently serves as Vice Chairman in Korn Ferry s CEO and Board Services practice working between the New York and London practices. In this role, he leads major consulting initiatives across industries with deep expertise in FinTech, financial markets, digital assets, digital transformation, and disruptive technology. He also leads senior executive search and C-suite succession assignments for large Fortune 500 companies, as well as smaller growth companies. Mr. Guarino co-founded Korn Ferry s CEO Succession Practice, launched the Execution Accelerator initiative and in 2020, launched the firm s SPAC Solutions Center of Excellence. Prior to Korn Ferry, Mr. Guarino founded and served as CEO & Chairman of, Cornell International, now an Adecco Group Business, from 1993 to 2007. He also served in the U.S. Army from 1982 until 1987 as Captain and commander of an Armor Troop. Mr. Guarino currently chairs the Compensation Committee of The Chef s Warehouse and the Saint Pio Foundation. Additionally, he serves as an advisor to NYCA, Axoni, R4, Censia, Sustainable Holdings, FinTech TV, and FTV Capital. Previously, Mr. Guarino served as founding Chairman of the Board of Boy s and Girl s Town of New York, president of the West Point Society of New York, and as finance chairman of the Capuchin Youth and Family Ministries. Mr. Guarino was appointed by the Secretary of the Army to serve on the Army Science Board to advise on talent strategy for the U.S. Army. Mr. Guarino holds an MBA from Embry Riddle University (1985) and a BSc. in Economics and Chinese Language from the United States Military Academy at West Point (1982). Business Strategy Our business strategy is focused on identifying and completing an initial business combination with a company that can benefit from the leadership experience and operational expertise of our management team. We believe that our leadership team s expertise in areas of financial services, market infrastructures, technology (particularly financial technology), specialty finance, asset and wealth management, asset services, payments, forward-looking technology transformation, applied computing and global regulations, will be valuable to a newly public, growth-focused company. We believe that our management s breadth of experience in these sectors will bolster our ability to thoroughly evaluate prospective target companies and successfully complete our initial business combination. We believe that our collective professional network, spanning the financial services and technology industries, will enable us to identify a broad spectrum of well-positioned and actionable targets. We believe that our leadership s global network will provide early engagement know-how and insights into early-stage start-ups to mature industry players. Furthermore, we anticipate that our management s familiarity with a myriad of business and ownership models, as well as extensive experience in financial, legal and technology due-diligence, will foster a rigorous and competitive process. We also believe that our leadership team s history of successful transformations of listed and private businesses of global scale will allow us to effectively collaborate with prospective target companies. Our leadership team has significant practical experience in accelerating growth agendas of listed and private companies, including in areas of technology transformation, talent management and operational excellence and in establishing leading strategic and financial partnerships. We believe that we can provide target companies the long-term support and commitment needed to achieve their growth potential and vision. We anticipate that our search will primarily focus on mature businesses in need of restructuring as well as disruptors within the financial services and the financial technology sectors in the U.S. and EMEA as well as the technology industry supporting these sectors. These businesses will be selected for their global potential, strong brand and compelling financial profile with multiple paths for value creation (for instance, through expansion of product or service offerings, margin acceleration, new geographies, or strategic acquisitions), as well as talented, driven management team. We believe that the financial needs of several industries and consumers are unaddressed at present. We also believe that the application of technology and software provides a clear opportunity to target these markets given their size, breadth, and prospects for growth. Technology-enabled financial products and services filling this gap present meaningful opportunities to expand product or service offerings beyond their current scope and gain significant market share in the future. We also think that consolidation, cyclical tail-winds, technology and product innovation, infrastructure support and globalization are outstanding growth drivers for legacy financial services, technology and FinTech businesses looking to address the above gaps in the markets. We believe we bring a substantive value proposition for effecting this strategy, including: Seasoned executives with extensive experience in public and private company leadership: Including track record of capital raises, IPOs, organic and inorganic value creation, shareholder management and regulatory relationship management. Proven track record of delivering growth and creating value for shareholders both organically and through M&A: Including business management and M&A toolkit product and geographic expansion, technology innovation and upgrades, talent management, cross-border transactions, business and technology integration and synergies realization. Demonstrated experience in business transformation to achieve global growth: Including identifying value enhancement opportunities, executing on operational efficiencies through technology re-tooling and financial discipline, delivering and exceeding synergies targets or recruiting world-class talent. Vast, multi-disciplinary expertise across Financial Services: Including breadth of expertise ranging from operations, finance, technology, ESG and human capital super-trend identification and partnering. Broad international network of domain experts and capital providers: Including access to an extensive global network of CEOs, Chairs & Principals (Venture Capital, Private Equity, Sovereign Funds, Asset Management, Insurance, FinTech & Corporates). Investment Criteria Consistent with our business strategy, we have identified the following criteria and guidelines that we believe will be pivotal in evaluating prospective target businesses. The following criteria and guidelines will be used when evaluating acquisition opportunities, but we may decide to proceed with our initial business combination with a target that does not meet one or more of the below criteria and guidelines. We intend to focus on target companies or assets with a significant proportion of the following characteristics: Category leader or disruptor with leadership potential: Attributes of disruptors within financial services that are democratizing access to financial technology, financial services, financial markets, market infrastructure and market / financial data. Scalable business with global reach or potential for global reach: Qualities such as exportable solutions encompassing superior unit economics, with potential to scale across multiple geographies. Data / Technology enabled competitive advantages: Competitive advantages and/or high barriers to entry due to industry leading technology and/or data rich. Attractive business model with strong growth profile and significant upside opportunity: Proven long-term top-line growth and/or underutilized operational leverage. Committed and talented management team with growth-focused ambition: Management team s keenness to grow business and maximize shareholder returns. These criteria are not intended to be exclusive or exhaustive. Any evaluation relating to the merits of a particular business combination may be based on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. Any business combination we undertake may not exhibit any or all of these characteristics. In the event that we decide to enter into an initial business combination with a target business that does not meet any of the above criteria, we will disclose that the target business does not meet all of our above criteria in our shareholder communications related to such initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a comprehensive due diligence review. That due diligence review may include, among other things, financial statement analysis, document reviews, meetings with the target s management and other employees, consultations with relevant industry experts, competitors, customers and suppliers, as well as a review of additional information that we will seek to obtain as part of our analysis of a target company. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriter or other advisors. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Certain of our officers and directors have, or may in the future have, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present business combination opportunities to such entities, subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, he or she may be required to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association will provide that we renounce, to the fullest extent permitted by law, our interest or expectancy in, or in being offered an opportunity to participate in any business opportunity which may be a corporate opportunity for both us and our sponsor and another entity, including any entities managed by our sponsor or its affiliates and any companies in which our sponsor or such entities have invested or about which any of our officers or directors acquires knowledge and we will waive any claim or cause of action we may have in respect thereof. In addition, our amended and restated memorandum and articles of association will contain provisions to exculpate and indemnify, to the fullest extent permitted by law, such persons in respect of any liability, obligation or duty to our company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity. Prior to the consummation of the offering, we will adopt a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. To further minimize conflicts of interest, we will not consummate an initial business combination with an entity that is affiliated with any of our officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm that is a member of FINRA, or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. In addition, our officers and directors may sponsor, form or participate in other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. In particular, Mr. Rolet is a member of the board of directors of Golden Falcon Acquisition Corp., a special purpose acquisition company, which completed its initial public offering in December 2020. Golden Falcon Acquisition Corp., like us, may pursue initial business combination targets in a range of businesses or industries with a focus on technology and financial services, and has until December 22, 2022 to do so (absent an extension in accordance with its charter). Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. Our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Initial Business Combination So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001851230_crescera_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001851230_crescera_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8d87c14d817e79baac263fd8980da35d512b6f97
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001851230_crescera_prospectus_summary.txt
@@ -0,0 +1 @@
+summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: "we," "us," "company" or "our company" are to Crescera Capital Acquisition Corp., a Cayman Islands exempted company; "amended and restated memorandum and articles of association" are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; "Companies Act" are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; "directors" are to our current directors and director nominees; "equity-linked securities" are to any debt or equity securities of our company that are convertible into, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; "founders" are to Jaime Cardoso Danvila, our Chairman of the Board, Felipe Samuel Argalji, our Chief Executive Officer, Laura Guaran Carvalho, our Chief Financial Officer, and Daniel Arthur Borghi, one of our Directors; "founder shares" are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; "initial shareholders" are to our sponsor and each other holder of our founder shares upon the consummation of this offering; "management" or our "management team" are to our officers and directors (including our director nominees who will become directors at the consummation of this offering); "ordinary shares" are to our Class A ordinary shares and our Class B ordinary shares; "Crescera" are to Crescera Investimentos Ltda.; "private placement warrants" are to the warrants sold to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; "public shares" are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public shareholders" are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase 1 public shares, provided that each initial shareholder s and member of our management team s status as a "public shareholder" will only exist with respect to such public shares; "public warrants" are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and to the private placement warrants if held by third parties other than our sponsor (or permitted transferees); "sponsor" are to CC Sponsor LLC, a Cayman Islands limited liability company; and "warrants" are to our public warrants and private placement warrants. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly organized blank check company incorporated on March 11, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. To date, we have not selected any potential business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target with respect to an initial business combination with us. While we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus our search for a target in Latin America, and more specifically in Brazil, and in sectors with technology-enabled transformations and strong growth potential in the region, including, but not limited to technology, healthcare, education services, consumer and retail, or the Target Sectors. We believe we are well positioned to pursue a successful business combination with a high growth company in our Target Sectors due to: proprietary deal flow as well as our deep relationships and connections in the region; established track record of over ten years investing and creating value in the Target Sectors in Brazil; experienced team, working together for over ten years with deep expertise within the Target Sectors; recognition of the Crescera brand among entrepreneurs in Brazil as Crescera endeavors to position itself as a partner of choice; and highly qualified directors supporting strategic decisions. We believe we are in a unique position to unlock a substantial value creation opportunity in the Target Sectors. Our Sponsor Our sponsor is an affiliate of Crescera. Founded in 2008, Crescera is an independent asset management firm based in Brazil that currently manages approximately R$3.7 billion in assets under management, or AUM, focused on two main investment strategies: growth equity and venture capital, in each case in Brazil. The core of Crescera s investment team is comprised of six senior investment professionals, five of which have worked together at Crescera for the past ten years, investing successfully in Brazilian companies within the Target Sectors. Overall, Crescera s investment team is composed of 11 talented professionals. 2 Crescera s track record has enabled it to raise and invest successfully in four growth equity funds, as well as two venture capital funds. Crescera is currently investing out of its fifth growth equity and fundraising for its third venture capital vintages. A distinguishing aspect of Crescera s strategy is its partnership model. Crescera believes that this feature has helped it attract, develop and retain top-quality talent. Crescera focuses on areas in which it has significant industry expertise. The main areas in which Crescera has developed such expertise are technology, healthcare, education and consumer, retail and services. Crescera combines its strategy and expertise with capital to help build companies into regional or national leaders. By combining its extensive knowledge of Brazilian markets with deep industry expertise, Crescera seeks to position itself as a partner of choice for leading Brazilian entrepreneurs and family-owned companies, adding significant value through hands-on governance and strategic inputs, as well as providing capital for growth. Furthermore, we believe that Crescera s value creation capabilities as well as its efforts to position itself as a partner of choice have been recognized by companies within the Target Sectors. We believe that this has helped enhance proprietary origination capabilities, as such companies often seek out Crescera as a partner or prefer Crescera over other potential financial sponsors. Crescera s Track Record Since inception, Crescera s growth equity funds have invested more than R$2.7 billion of fund capital across over 24 portfolio companies. Crescera s funds have consistently produced attractive returns, having a gross IRR of 31.5% (25.4% net IRR) as of December 31, 20201. As a leading private equity and venture capital firm in Brazil, Crescera has partnered with several entrepreneurs to develop the following companies: Afya (EdTech): one of Brazil s largest physician centric education and services companies, which was taken public on Nasdaq in July 2019. Crescera s investment would have yielded an IRR of 90% per year and 7.4x invested capital if divested at closing share price of December 31, 2020. Passei Direto (EdTech): one of Brazil s leading online study platform with over 4 million active monthly users. The company was sold in 2021 and Crescera s investment yielded an IRR of 41.5% per year and 7.9x invested capital. VINDI (FinTech): a leading online payment platform that focuses on subscription and recurring billing. The company was sold in 2020 and Crescera s investment yielded an IRR of 74.0% per year and 8.4x invested capital. 1 Past performance is not indicative of future results. Gross IRR contained in this prospectus represents the cumulative investment-related cash flows (i) for a given investment for the fund or funds which made such investment, and (ii) for a given fund, in the relevant fund itself (and not any one investor in the fund), in each case, on the basis of the actual timing of investment inflows and outflows (for unrealized investments assuming disposition on December 31, 2020 or other date specified) aggregated on a gross basis quarterly, and the return is annualized and compounded before management fees, performance fees and certain other expenses (including interest incurred by the fund itself) and measures the returns on the fund s investments as a whole without regard to whether all of the returns would, if distributed, be payable to the fund s investors. Net IRR means the Gross IRR applicable to a fund managed by Crescera, including returns for related parties which may not pay fees or performance fees, net of management fees, certain expenses (including interest incurred or earned by the fund itself) and realized performance fees all offset to the extent of interest income, and measures returns at the fund level on amounts that, if distributed, would be paid to investors of the fund. In addition, gross IRR and net IRR at the fund level will differ from that at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR and net IRR do not represent the return to any of Crescera s fund investors. For more information regarding valuation methodologies, see "Risk Factors." 3 Bling (Fintech): Bling is a leading cloud based software in Brazil for small- and medium-sized businesses, or "SMB," to organize, manage and gain control over its operations in a single, centralized solution. Crescera s investment yielded an IRR of 170% per year and 37x invested capital. Konduto (Fintech): Specialized company in anti-fraud platforms for electronic transactions. Crescera s investment yielded an IRR of 92% per year and 7x invested capital. Hortifruti (Consumer & Retail): a leading specialized food retailer in Brazil focused on fruits and vegetables. The company was sold in 2016 and Crescera s investment yielded an IRR of 22.8% per year and 2.6x invested capital. Anima Education (Post-Secondary Education): one of Brazil s largest higher education groups, which was taken public on the Brazilian stock exchange. Crescera investment yielded an IRR of 83.6% per year and 3.7x invested capital. Abril Education (K-12 Education): one of Brazil s largest K-12 education services companies, which was taken public on the Brazilian stock exchange. Crescera s investment yielded an IRR of 32.6% per year and 2.5x invested capital. HospitalCare (Healthcare): development of one of Brazil s largest integrated healthcare networks. On March 29, 2021, the company filed to go public on the Brazilian stock exchange. Crescera currently expects to yield a substantial IRR in its investment and multiply its investment several times. Crescera is also invested in several other companies that we expect to follow a similar path of success such as, but not limited to Nelogica (FinTech), Semantix (Data Analytics Technology), Oba Hortifruti (Consumer & Retail), Zelo (Specialty Services) and Alura (EdTech). The criteria above represents returns of Crescera s growth equity and venture capital funds since inception in 2009 through December 31, 2020. The above does not include all companies in which Crescera has invested and the companies that are not listed here may not have positive investment returns relative to the companies listed above or at all. The historical and potential future returns of the investment funds that Crescera has managed or is currently managing are not directly linked to returns on our Class A ordinary shares. We believe that Crescera creates value through a myriad of ways in addition to deploying capital, such as by providing the following services: corporate governance and professionalization of family-owned business; development and execution of sound business strategy; implementation of environmental, social and governance best practice; and access to high quality international and national financial capital. SPAC Focused on Latin America There are currently a number of examples of high growth Brazilian companies that have successfully conducted initial public offerings in the United States. One such example is Afya Ltd., which received investments from Crescera s third growth equity fund. Given the size and fundamentals of the Target Sectors in Brazil, we believe there are many high growth companies with which to pursue a transaction. As a top tier private equity and venture capital firm based in Brazil, we believe that we are well positioned to serve as a natural extension of our investment strategy by leveraging the sector expertise of the firm s partners and their extensive relationships within the Target Sectors, and that the unique attributes of our Sponsor and team will provide us with a significant advantage in pursuing a business combination in the Target Sectors. 4 Over the past five years, Brazil has become a source of high-growth companies within the emerging markets, particularly when analyzing the Latin American context. As a result of increased equities activity, Brazil has recently experienced record-breaking years in terms of volumes and players with a distinctive strategy approaching investors to raise new capital to grow and implement various sector consolidation strategies. With an attractive outlook for both local and international investors, Brazil has seen a significant shift to equities from a previously concentrated fixed income-based portfolio. With lower interest rates and depreciation of the Brazilian Real, we believe current asset valuations present a significant gap to U.S. assets, which support a continued demand from both domestic and foreign investors. In addition to a positive momentum in equities, Brazil is also a source of numerous disruptive, technology-focused companies whose securities have recently been listed on U.S. stock exchanges. Companies such as Afya Ltd. (Nasdaq: AFYA); Arco Platform Ltd. (Nasdaq: ARCE); StoneCo Ltd. (Nasdaq: STNE); and PagSeguro Digital Ltd. (NYSE: PAGS) were the first movers in a rapidly increasing class of Brazilian companies that experienced substantial growth and increased penetration through technology-enabled strategies within our Target Sectors. Our Target Sectors We expect to focus on the Target Sectors in which Crescera has significant industry expertise and an established track record: Technology: We believe that Brazil presents an opportunity to further increase penetration of digital services within its population, which is already a heavy user of social platforms, such as Facebook (with the third largest advertising audience globally) and WhatsApp (with the second largest user base worldwide). As the digital transformation has spread through Brazilian services, the number of technology companies focusing on addressing routine services issues faced by companies and individuals has increased. This is reflected in recent e-commerce up rise, with e-commerce sales totaling R$87 billion in 2020, representing a CAGR of 16.2% from 2015 to 2020, according to E-bit and Nielsen. Private companies with a valuation over $1 billion, sometimes described as "unicorn" companies, have become increasingly prevalent in the Brazilian technology space. Healthcare: In our view, the Brazilian healthcare system currently represents a R$658 billion opportunity, comprised of companies ranging from hospitals to home care specialized services. We currently expect growth in the coming years, driven in part by the COVID-19 pandemic and deficits in the Brazilian healthcare system exposed by the pandemic. For example, as presented by the Brazilian Association of Private Hospitals (ANAHP) and according to OCDE data, Brazil s healthcare spending per capita was US$1,282 in 2018, which is lower when compared to countries such as United States, Chile and Russia, with US$10,586, US$2,182 and US$1,514, respectively. We believe that this segment will continue to be a target of operating improvements as this and other opportunities are identified and addressed. Additionally, the healthcare sector has been and continues to be profoundly transformed by technology, with several tech-based companies created in response to this phenomenon. Education: With over 50 million enrolled students that are rapidly shifting to online solutions and a still fragmented market, the Brazilian education sector presents a sizable and growing addressable market. Similar to the healthcare sector, the education sector has also been profoundly transformed by technology, with several tech-based companies created to address this growing market. Crescera has been at the forefront of this trend, having partnered with numerous companies in the education space. Consumer, Retail and Services: Brazilian retail sales reached R$1,650 billion in 2019, representing a CAGR of 6.1% from 2014 to 2019, according to the Brazilian Association of Consumer Retail (SBVC). Spanning a wide variety of addressable markets, and including physical and digital products, Brazilian retail sector represents a significant source for consolidation opportunities. Such opportunities encompass recent changes seen in the grocery retail segment, which totaled R$356 billion in 2018, according to the Brazilian Supermarket Association (ABRAS). In addition, the fast-growing health & wellness products segment, which already totaled approximately US$28 billion in sales as of 2019 is another example. The recent shift to online channels also provides additional flexibility to consumers in addition to increasing the number of recurrent customers and expanding their reach. 5 Acquisition Criteria We have identified the following general criteria and guidelines that we believe are important in evaluating prospective targets for our initial business combination. While we intend to use these criteria and guidelines in evaluating opportunities, we may decide to enter a business combination with a business combination target that does not meet all of these criteria and guidelines. Market leaders: Companies that have scaled to achieve a strategic positioning in their respective markets; Positive cash flows: Already profitable and that generate adequate organic free cash flows; Multiple growth avenues: Strong organic growth opportunities coupled with opportunities to expand through acquisitions; Resilience: Focus on companies with proven business models delivering products or services that are comparatively agnostic to market cycles; Experienced management team: Seasoned executives that can benefit from the experience and sector expertise of our team and directors; and Growth capital: Companies that are looking for capital to achieve their next phase of growth. The criteria above are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. Environmental, Social and Governance Culture Crescera recognizes its responsibility not only for its own business, but also for those of its portfolio companies. As such, Crescera endeavors to ensure that the assets and operations in which it invests will respect and benefit the environment and society. Having recognized these important goals, Crescera has formalized the integration of three factors – Environmental, Social and Governance, or ESG – into its investment cycle, with specific due diligence, monitoring and value creation initiatives closely managed by Crescera s ESG team. Crescera s portfolio companies are encouraged to undergo training in the management of ESG risks and opportunities associated with their activities, and they receive step-by-step guidance to establish their own ESG policies to address relevant issues. Crescera has been recognized for high ESG Standards, including honorable mentions at the 2017 ESG Awards sponsored by the Association for Private Capital Investments in Latin America, or LAVCA s and EMPEA s Investing for Growth Deal Book in 2021. In addition, Crescera became a signatory of the Principles for Responsible Investment, or PRI, in 2018 and the Women s Empowerment Principles in 2019. In 2020, Crescera became a supporter of the Task Force on Climate-related Financial Disclosures. 2021 brought further improvements and Crescera became a signatory of the UN Global Compact, qualified to the 2X Challenge – Financing for Women and signed a commitment with IPC – Investidores pelo Clima, supported by the Institute for Climate and Society. Our Management Team Felipe Samuel Argalji, Chief Executive Officer Felipe Samuel Argalji is our Chief Executive Officer. Mr. Argalji is also a Partner of Crescera and co-responsible for the Education platform. Prior to joining Crescera in January 2009, Mr. Argalji began his career in the private equity division of G vea Investimentos from June 2007 to November 2008, where he covered investments in several sectors including agribusiness, logistics, retail and utilities. He is currently a director of AOVS Sistema de Inform tica S.A (Alura) since December 2020. He previously served as director of Afya Ltd. (Nasdaq: AFYA), from June 2019 to August 2021, Afya Participa es S.A. (formerly NRE Participa es S.A.), or Afya Brazil, from August 2016 to December 2019 and of Anima Educa o (B3: ANIM3) from January 2012 to January 2015. Mr. Argalji holds a Bachelor degree in Economics from IBMEC Business School, Rio de Janeiro. 6 Laura Guaran Carvalho, Chief Financial Officer Laura Guaran Carvalho is our Chief Financial Officer. Mrs. Guaran is also a partner at Crescera and is co-responsible for its Education platform. She joined Crescera in July 2008. Prior to joining Crescera, she worked at Banco BBM at the Equity and Credit Research departments from May 2006 to June 2008. She served as a Director of Afya Ltda (Nasdaq: AFYA) from July 2019 to August 2021, Centro Universitario do Planalto Central Apparecido dos Santos (UNICEPLAC) from April 2019 to August 2021, Guardaya Empreendimentos e Participa es S.A. (Medcel) from January 2018 to April 2019, as a member of the finance advisory committee at Affero Lab Participa es S.A. from June 2012 to June 2015 and as a member of the Expansion Committee at Afya from January 2020 to August 2021. Mrs. Guaran holds a Bachelor of Science in Electrical Engineering from PUC-Rio and a Master s degree in Finance and Business Economics from FGV/EPGE. Jaime Cardoso Danvila, Chairman Jaime Cardoso Danvila serves as the Chairman of our board of directors. Mr. Cardoso is also a Partner at Crescera and is co-responsible for its Consumer, Retail, Healthcare & Services platform. Prior to joining Crescera in May 2010, Mr. Cardoso served as a Director of mergers and acquisitions at Citigroup Global Markets from June 2000 to April 2008, Bradesco Banco de Investimentos from April 2008 to April 2010, and as an economist at the International Monetary Fund from May 1999 to May 2000. Mr. Cardoso serves as a board member for Hospital Vera Cruz since June 2017; Hospital Care S.A. since May 2017; Grupo S o Lucas since December 2017; Rede Oba Hortifruti since December 2017, Vita Participa es since August 2018, Grupo Baia Sul since December 2018; Semantix Tecnologia em Sistemas de Informa o S.A. since August 2019; Domicile Home Care Assist ncia M dica Domiciliar since August 2020; and Grupo Zelo since August 2020. Mr. Cardoso has also served as a board member for Estapar (B3: ALPK3) from February 2012 to January 2021; Hortigil Hortifruti S.A. from September 2010 to April 2016; Latic nios S o Vicente from May 2013 to August 2019; and Forno de Minas Alimentos S.A. from January 2014 to March 2018. Mr. Cardoso holds a Master of Arts and C. Phil degree in Economics from UCLA. Daniel Arthur Borghi, Director Daniel Arthur Borghi serves as a director on our board of directors. Mr. Borghi is also a Partner at Crescera and is co-responsible for its Education platform. He joined Crescera in February 2008. Mr. Borghi served as a member of the board of directors of Afya Ltd. (Nasdaq: AFYA) from July 2019 to August 2021. He was also a member of the board of directors of Afya Participa es S.A. (formerly NRE Participa es S.A.), or Afya Brazil, from August 2016 to December 2019, when the board of directors of Afya Brazil was extinguished. Since November 2018, he is also Co-Chief Executive Officer of Crescera, a managing director and a member of its Executive Committee. He is also currently a member of the board of directors of Uni o Educacional do Planalto Central S.A. (UNICEPLAC) since March 2018 and Nelogica Sistemas de Software Ltda. since December 2020. He was previously a member of the board of directors of Wide Desenvolvimento Humano e Tecnologia S.A. from February 2015 to July 2020; Prepona Sistema de Testagem e Avalia o S.A. from July 2015 to March 2018; Passei Direto S.A. from February 2015 to March 2018; and Guardaya Empreendimentos e Participa es S.A. (Medcel) from March 2016 to January 2019. Prior to joining the board of directors of Afya Brazil, he was a consultant at McKinsey & Co. from July 2006 to February 2008; an executive at Docas Participa es S.A. from September 2003 to June 2004; and a partner at Finance Ltda. from May 1999 to August 2003, working in mergers and acquisitions, venture capital and restructuring. He holds a degree in electrical engineering and telecommunications from PUC-RJ, an MBA from the Kellogg School of Management at Northwestern University and a Specialist Title in Finance from the Instituto Brasileiro de Mercado de Capitais – IBMEC. 7 Our Independent Director Nominees Our independent director nominees will join our board of directors upon the effective date of the registration statement. We believe our board members will add significant value to our target company and will aid in our ability to source our initial business combination. These nominees are: Denise Pauli Pavarina, Director Nominee Denise Pauli Pavarina will serve as a Director upon the completion of this offering. Mrs. Pavarina was Director of Companies at BNDES (Brazilian National Development Bank) from April 2019 to September 2019, responsible for corporate credit for large companies. Before BNDES, she was an executive director and investor relations director at Banco Bradesco from January 2012 to January 2019, managing director of Bradesco Asset Management from January 2009 to January 2012 and, previously, head of the investment bank of Bradesco (Banco Bradesco BBI), from January 2007 to January 2009. Mrs. Pavarina holds over 30 years of experience in financial and capital markets. She was president of the Brazilian Association of Financial and Capital Markets (Anbima) from April 2012 to April 2016, and a member of the Advisory Boards of Cielo S.A. (B3: CIEL3) from June 2008 to July 2009; Belgo Mineira (Arcelor Group); Alpargatas S.A. (B3: ALPA3), Latasa (Reynolds Group); Vale S.A. from February 2017 to March 2019; and of B3 S.A. – Brasil Bolsa Balc o (B3: B3SA3) from April 2015 to April 2019. In addition, Mrs. Pavarina was a member of the Advisory Board of BSM Supervis o de Mercados and is a member of B3 s Mergers & Acquisitions Committee (CAF) since September 2019. Mrs. Pavarina is currently a board member of Hospital Care Caledonia, vice chair of TCFD (FSB) – Task Force on Climate-related Financial Disclosures. She is also currently working at Aggrego Consultores as an advisor on M&A transactions as well as on corporate Governance, structuring of projects and capital raising. She holds a degree in Economics from Funda o Armando Alvares Penteado (FAAP), a Law degree from Universidade Paulista (UNIP), and post graduate degrees in Finance from Insper and in Advanced Management from Funda o Dom Cabral and IESE – AMP. Rossana Isabel Sadir Prieto, Director Nominee Rossana Isabel Sadir Prieto will serve as a Director upon the completion of this offering. Ms. Sadir has broad international general management experience and strategic background in projects for country growth and turnaround, built in companies such as McKinsey & Company from March 1995 to May 1996, Monsanto Chemical Company from June 1996 to May 1997, Abril S.A. from June 1997 to July 2004, Avon Cosm ticos Ltda. from August 2004 to December 2012 and Amway do Brasil Ltda. from April 2013 to January 2020. She also has expertise as transformation agent, leading operations through major strategic changes with significant results in digital innovation, aggressive growth, turnaround processes, organizational restructuring and development of new commercial models. Ms. Sadir is a Certified Board of Director and member of the Strategy Committee for IBGC (the Brazilian Corporate Governance Institute (IBGC), the Obramax Advisory Council since November 2020, and the Committee of Strategy, Innovation and Sustainability of the Baumgart Group since December 2020. She holds a Bachelor and Master degrees in Business Administration from Universidade de S o Paulo, SDA Bocconi and Kellogg – Northwestern University. Ms. Sadir is fluent in five languages, having lived in eight countries in Latin America. Flavio Dias Fonseca da Silva, Director Nominee Flavio Dias Fonseca da Silva will serve as a Director upon the completion of this offering. Mr. Dias holds experience in general management, retail, e-business, e-commerce and CRM. Mr. Dias spent 20 years as the executive in charge in three out of the five of the top e-commerce companies in Brazil – WMB Com rcio Eletr nico Ltda. (Walmart) from March 2007 to July 2014, Cnova Com rcio Eletr nico S.A. from February 2016 to December 2016 and Via Varejo S.A. (B3: VVAR3) from December 2016 to January 2020. Previously, Mr. Dias was the CEO at Banco Original S.A. from August 2014 to February 2016, the first Brazilian digital bank. Currently, Mr. Dias is an independent board member at Afya Ltd. (Nasdaq: AFYA) since June 2020, Coppel S.A. since September 2019 and is a partner of 500 Startups since March 2020, a company in charge of building and growing the fund operations in Brazil. Mr. Dias holds a degree in Production Engineering from FEI Centro Universit rio, an MPA from Funda o Getulio Vargas and an MBA from UCLA. 8 Acquisition Process We have not identified any business combination targets and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination targets. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to these fiduciary duties under Cayman Islands law. In addition, our Sponsor, officers, and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our Sponsor, officers, and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. Members of our management team and our Sponsor may directly or indirectly own our units, ordinary shares, warrants and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. In addition, investment ideas generated within or presented to Crescera or our directors and executive officers may be suitable for both us and Crescera, a current or future Crescera fund or one or more of their portfolio companies and, subject to applicable fiduciary duties or contractual obligations, will first be directed to Crescera, such fund, investment vehicle or portfolio company before being directed, if at all, to us. Initial Business Combination The rules of the Nasdaq Stock Market require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the amount of deferred underwriting commissions held in the trust account and taxes payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination upon standards generally accepted by the financial community. If our board of directors is not able to independently determine the fair market value of the target business or businesses, or if we are considering an initial business combination with an affiliated entity, such transaction would be subject to approval by a majority of our independent and disinterested directors. We would not be required to obtain an opinion from a third party firm in such event to address whether the business combination is fair to our public shareholders from a financial point of view. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. We also will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations. Subject to these limitations, our directors and executive officers will have virtually unlimited flexibility in identifying and selecting one or more prospective businesses. We may, at our option, pursue an acquisition opportunity jointly with Crescera, or one or more parties affiliated with Crescera, including without limitation officers and affiliates of Crescera, funds associated with Crescera or investors in such funds. Any such party may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by borrowing from or issuing to such parties a class of equity or debt securities. The amount and other terms and conditions of any such joint acquisition or specified future issuance would be determined at the time thereof. 9 We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or shareholders or for other reasons. We will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on the relative valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target or issue a substantial number of new shares to third parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Other Considerations We currently do not have any specific business combination under consideration. Crescera and our directors and officers are regularly made aware of potential business combination opportunities, one or more of which we may desire to pursue. However, we have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. In addition, certain of our directors and officers currently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation Crescera and funds associated with Crescera or their current or former portfolio companies. These funds may have overlapping investment objectives and potential conflicts may arise with respect to Crescera s decision regarding how to allocate investment opportunities among these funds. If any of our directors and officers becomes aware of a business combination opportunity that is suitable for a fund or entity to which he or she has then-current fiduciary or contractual obligations (including, without limitation, any funds associated with Crescera or their current or former portfolio companies), then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such fund or entity, before we can pursue such opportunity. If Crescera, funds associated with Crescera or other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to Crescera or our directors and executive officers may be suitable for both us and Crescera, a current or future Crescera fund or one or more of their portfolio companies and, subject to applicable fiduciary duties or contractual obligations, will first be directed to Crescera, such fund, investment vehicle or portfolio company before 10 being directed, if at all, to us. However, we do not expect these fiduciary duties or contractual obligations to materially affect our ability to identify and pursue business combination opportunities or to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity (including with respect to any business transaction that may involve another Crescera entity) for any director or officer, on the one hand, and us, on the other. Accordingly, Crescera and our directors or officers may not be obliged to present a business combination opportunity to us. Our officers and directors, including our chief executive officer, are and in the future will be required to commit time and attention to Crescera and current and future funds associated with Crescera. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, any of such entities (including, without limitation, arising as a result of certain of officers and directors being required to offer acquisition opportunities to such entities), Crescera and its affiliated funds will resolve such conflict of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the U.S. Securities and Exchange Commission, or the SEC, to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information Our executive offices are located at R. An bal de Mendon a, 27, 2nd floor, Rio de Janeiro, RJ 22410-050, Brazil and our telephone number is +55 (21) 3687-1500. Upon completion of this offering, we intend to establish a corporate website. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act (As Revised) of the Cayman Islands, or the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, (the "Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. 11 In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to "emerging growth company" will have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates did not equal or exceed $250 million as of the prior June 30, or (2) our annual revenues did not equal or exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not equal or exceed $700 million as of the prior June 30. 12
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001851266_lf_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001851266_lf_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b75c76d2c4e1515ed5b0be22f126f40834957e06
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001851266_lf_prospectus_summary.txt
@@ -0,0 +1,664 @@
+Summary
+ Financial Data
+
+ 
+
+The
+following table summarizes the relevant financial data for our business and should be read with our financial statements, which
+are included in this prospectus. We have not had any significant operations to date, so only balance sheet data are presented.
+
+ 
+
+ 
+ September 30, 2021
+
+ Balance Sheet Data: 
+ 
+
+ Working capital (deficiency) 
+ $(444,482)
+
+ Total assets 
+ $488,904 
+
+ Total liabilities 
+ $476,592 
+
+ Value of Class A common stock subject to possible redemption 
+ $— 
+
+ Stockholder s equity 
+ $12,312 
+
+ 
+
+If
+no business combination is completed within the prescribed time frame, the proceeds then on deposit in the trust account, including
+interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to
+$100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor and each
+of our executive officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive
+their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we do not
+complete our initial business combination within the prescribed time frame. 
+
+ 28
+
+ 
+
+ 
+
+RISK
+FACTORS
+
+ 
+
+An
+investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
+with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following
+events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the
+trading price of our securities could decline, and you could lose all or part of your investment.
+
+ 
+
+Risks
+Relating to Our Business
+
+ 
+
+We
+are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability
+to achieve our business objective.
+
+ 
+
+We
+are a recently incorporated company with no operating results, and we will not commence operations until obtaining funding through
+this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business
+objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or
+understandings with any prospective target business concerning a business combination and may be unable to complete our initial
+business combination. If we do not complete our initial business combination, we will never generate any operating revenues.
+
+ 
+
+Our
+independent registered public accounting firm s report contains an explanatory paragraph that expresses substantial doubt about
+our ability to continue as a going concern. 
+
+ 
+
+As of September 30, 2021, we had
+$32,110 in cash and a working capital deficiency of $444,482. Further, we expect to incur significant costs in pursuit of our
+acquisition plans. Management s plans to address this need for capital through this offering are discussed in the section
+of this prospectus titled "Management s Discussion and Analysis of Financial Condition and Results of Operations."
+Our plans to raise capital and to complete our initial business combination may not be successful. These factors, among others,
+raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this
+prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to
+continue as a going concern. Our independent registered public accounting firm s report included an explanatory paragraph
+that expresses substantial doubt about the company s ability to continue as a going concern as of March 5, 2021 and was
+based on similar facts and circumstances previously described as of September 30, 2021.
+
+ 
+
+Past
+performance by our management team, or their respective affiliates, including with respect to LFAC I and the other businesses referred
+to herein, may not be indicative of future performance of an investment in us or in the future performance of any business that we may
+acquire.
+
+ 
+
+Information
+regarding past performance of our management team, or their respective affiliates, including with respect to LFAC I, is presented
+for informational purposes only. Any past experience and performance of our management team, their affiliates, or the other companies
+referred to herein is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial
+business combination or (2) of any results with respect to any initial business combination we may complete. You should not rely
+on the historical record of our management team, their affiliates, or the performance of the other companies referred to herein
+as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward.
+
+ 
+
+Our
+public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete
+our initial business combination even though a majority of our public stockholders do not support such a combination.
+
+ 
+
+We may choose not to hold a stockholder
+vote to approve our initial business combination if such an initial business combination would not require stockholder approval
+under applicable law or stock exchange listing requirements. For instance, if we were seeking to acquire a target business where
+the consideration we were paying in the transaction was all cash, we would not be required to seek stockholder approval to complete
+such a transaction. Except as required by law or stock exchange requirements, the decision as to whether we will seek stockholder
+approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made
+by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether
+the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may complete our initial
+business combination even if holders of a majority of our public shares do not approve of that initial business combination. Please
+see the section of this prospectus entitled "Proposed Business — Stockholders May Not Have the Ability to Approve
+our Initial Business Combination" for additional information. 
+
+ 29
+
+ 
+
+ 
+
+If
+we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial
+business combination, regardless of how our public stockholders vote.
+
+ 
+
+Our initial stockholders will own, on an
+as-converted basis, 20% of our outstanding shares of our Class A common stock immediately following the completion of this offering.
+Our initial stockholders and members of our management team also may from time to time purchase our Class A common stock prior
+to our initial business combination. Our amended and restated certificate of incorporation will provide that, if we seek stockholder
+approval of an initial business combination, such initial business combination will be approved if we receive the affirmative
+vote of a majority of the shares voted at such meeting, including the founder shares. If we submit our initial business combination
+to our public stockholders for a vote, pursuant to the terms of a letter agreement entered into with us, our sponsor and each
+of our executive officers and directors have agreed to vote their founder shares and any shares purchased during or after this
+offering, in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares,
+we would need 8,437,501, or 37.5%, or 1,406,251, or 6.25% (assuming only the minimum number of shares representing a quorum are
+voted and the overallotment option is not exercised), of the 22,500,000 public shares sold in this offering to be voted in favor
+of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding
+shares are voted and the underwriter s over-allotment option is not exercised). Accordingly, if we seek stockholder approval
+of our initial business combination, the agreement by our initial stockholders and each member of our management team to vote
+in favor of our initial business combination will increase the likelihood that we will receive the requisite stockholder approval
+for such initial business combination.
+
+ 
+
+Your only opportunity to affect the investment decision
+regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash,
+unless we seek stockholder approval of our initial business combination.
+
+ 
+
+At the time of your investment in us, you
+will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Since our
+board of directors may complete a business combination without seeking stockholder approval, public stockholders may not have
+the right or opportunity to vote on our initial business combination, unless we seek such stockholder vote. Accordingly, if we
+do not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination
+may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth
+in our tender offer documents mailed to our public stockholders in which we describe our initial business combination.
+
+ 
+
+The ability of our public stockholders to redeem their
+shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult
+for us to enter into a business combination with a target.
+
+ 
+
+We may seek to enter into a business combination
+transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain
+amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition
+and, as a result, would not be able to proceed with our initial business combination. Furthermore, in no event will we redeem
+our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject
+to the SEC s "penny stock" rules) or any greater net tangible asset or cash requirement which may be contained
+in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests
+would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition
+as described above, we would not proceed with such redemption and the related business combination and may instead search for
+an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into
+a business combination transaction with us.
+
+ 
+
+The
+ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete
+the most desirable business combination or optimize our capital structure.
+
+ 30
+
+ 
+
+ 
+
+ 
+
+At
+the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise
+their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares
+that will be submitted for redemption. If our business combination agreement requires us to use a portion of the cash in the trust
+account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion
+of the cash in the trust account to meet such requirements, or arrange for third-party financing. In addition, if a larger number
+of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater
+portion of the cash in the trust account or arrange for additional third-party financing. Raising additional third-party financing
+may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations
+may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The
+amount of the deferred underwriting commissions payable to the underwriter will not be adjusted for any shares that are redeemed
+in connection with an initial business combination. The per-share amount we will distribute to stockholders who properly exercise
+their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held
+in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. 
+
+ 
+
+The
+ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability
+that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
+
+ 
+
+If
+our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price,
+or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful
+is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account
+until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the
+open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In
+either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our
+redemption until we liquidate or you are able to sell your shares in the open market.
+
+ 
+
+The requirement that we complete an initial business combination
+within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and
+may limit the time we have in which to conduct due diligence on potential business combination targets as we approach our dissolution
+deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for
+our stockholders.
+
+ 
+
+Any potential target business with which
+we enter into negotiations concerning a business combination will be aware that we must complete an initial business combination
+within the prescribed time frame. Consequently, such target business may obtain leverage over us in negotiating a business combination,
+knowing that if we do not complete our initial business combination with that particular target business, we may be unable to
+complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe
+described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination
+on terms that we would have rejected upon a more comprehensive investigation.
+
+ 
+
+We may not be able to complete an initial business combination
+within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up, and we would
+redeem our public shares and liquidate, in which case our public stockholders may only receive $10.20 per share, or less than
+such amount in certain circumstances, and our warrants will expire worthless.
+
+ 
+
+Our amended and restated certificate of incorporation will provide that we
+must complete our initial business combination within 15 months from the closing of this offering (unless extended in connection with
+an Extension Election as described below or as a result of an amendment to our amended and restated certificate of incorporation, which
+would require the approval of the holders of at least 65% of all of our then outstanding common stock). However, if we anticipate that
+we may be unable to complete our initial business combination within 15 months, we may, but are not obligated to, extend the period of
+time to complete a business combination up to six times by an additional period of one month each time (for a total of up to 21 months);
+provided that, at the beginning of each such Extension Election, our sponsor (or its designees) must deposit into the trust account funds
+equal to $0.033 per public share (including any shares issued in relation to the exercise of the underwriter s over-allotment option),
+in each case, in exchange for a non-interest bearing, unsecured promissory note. Our sponsor and its affiliates or designees are not obligated
+to fund the trust account to extend the time for us to complete our initial business combination. We may not be able to find a suitable
+target business and complete an initial business combination within such time period. Our ability to complete an initial business combination
+may be negatively affected by general market conditions, volatility in the capital and debt markets and the other risks described herein.
+If we have not completed an initial business combination within such time period, we will: (i) cease all operations except for the purpose
+of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a
+per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the
+funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution
+expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders 
+rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii)
+as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
+dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements
+of other applicable law. In such case, our public stockholders may only receive $10.20 per share, and our warrants will expire worthless.
+In certain circumstances, our public stockholders may receive less than $10.20 per share on the redemption of their shares. See "—
+If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount
+received by stockholders may be less than $10.20 per share" and other risk factors below.
+
+ 
+
+Our sponsor may decide not to extend the term we
+have to consummate our initial business combination, in which case we would cease all operations except for the purpose of winding
+up and we would redeem our public shares and liquidate, and the warrants will expire worthless. 
+
+We will have until 15
+months from the closing of this offering to consummate our initial business combination (unless extended in connection with an
+Extension Election as described below or as a result of an amendment to our amended and restated certificate of incorporation, which
+would require the approval of the holders of at least 65% of all of our then outstanding common stock). However, if we anticipate
+that we may be unable to complete our initial business combination within 15 months, we may, but are not obligated to, extend the
+period of time to complete a business combination up to six times by an additional period of one month each time (for a total of up
+to 21 months); provided that, at the beginning of each such Extension Election, our sponsor (or its designees) must deposit into the
+trust account funds equal to $0.033 per public share (including any shares issued in relation to the exercise of the
+underwriter s over-allotment option), in each case, in exchange for a non-interest bearing, unsecured promissory note. Our
+sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our
+initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we
+will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten
+business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on
+deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to
+pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
+public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to
+receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible
+following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
+subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other
+applicable law. In such event, the warrants will expire worthless.
+
+ 
+
+ 31
+
+ 
+
+ 
+
+ 
+
+The COVID-19 pandemic and the impact of related business
+shutdowns on business and debt and equity markets could have a material adverse effect on our search for a business combination,
+and any target business with which we ultimately complete a business combination.
+
+ 
+
+In December 2019, COVID-19 was reported to
+have surfaced, which has and is continuing to spread throughout the world, including the United States and Europe. The COVID-19
+pandemic resulted in a global health crisis and widespread business shutdowns that adversely affected economies and financial
+markets worldwide and the conduct of commerce generally. The effects of the COVID-19 pandemic may limit the number of potential
+target businesses we can consider for our initial business combination and may have had, or continue to have, a material adverse
+effect on any potential target business with which we complete an initial business combination. Furthermore, we may be unable
+to complete an initial business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have
+meetings with potential investors or the target company s personnel, vendors and services providers are unavailable to negotiate
+and complete a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination is highly
+uncertain and cannot be predicted, including new information which may emerge concerning the emergence of new coronavirus strains,
+the severity and duration of the COVID-19 pandemic, and the actions necessary to contain the COVID-19 pandemic or treat its impact.
+If the disruptions posed by the COVID-19 pandemic or other matters of global concern continue for an extended period of time,
+it would have a material adverse effect on our ability to complete an initial business combination, or the operations of a target
+business with which we ultimately complete an initial business combination.
+
+ 
+
+In addition, our ability to complete a transaction may be dependent
+on the ability to raise equity and debt financing, and the COVID-19 pandemic and other related events could have a material adverse
+effect on our ability to raise adequate financing.
+
+ 
+
+If
+we seek stockholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates
+may elect to purchase shares or public warrants from public stockholders, which may influence a vote on a proposed business combination
+and reduce the public float of our Class A common stock.
+
+ 
+
+If
+we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
+business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates
+may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following
+the completion of our initial business combination, where otherwise permissible under applicable laws, rules and regulations,
+although they are under no obligation to do so. However, other than as expressly stated herein, our sponsor, directors, executive
+officers, advisors and their affiliates have no current commitments, plans or intentions to engage in such transactions and have
+not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase
+shares or public warrants in such transactions.
+
+ 
+
+Such a purchase may include a contractual
+acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof
+and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, executive officers, advisors
+or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to
+exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their
+shares. The purpose of any such purchases could be to vote such shares in favor of an initial business combination and thereby
+increase the likelihood of obtaining stockholder approval of an initial business combination, or to satisfy a closing condition
+in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial
+business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of
+public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted
+to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities
+may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases
+will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting
+requirements. See "Proposed Business — Permitted Purchases of Our Securities" for a description of how our initial
+stockholders, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities
+from in any private transaction.
+
+ 
+
+ 32
+
+ 
+
+ 
+
+In
+addition, if such purchases are made, the public float of our Class A common stock or public warrants and the number
+of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing
+or trading of our securities on a national securities exchange.
+
+ 
+
+If
+a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or
+fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
+
+ 
+
+We will comply with the tender offer
+rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite
+our compliance with these rules, if a stockholder fails to receive our tender offer documents or proxy materials, as applicable,
+such stockholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy
+materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination
+will describe the various procedures with which holders must comply in order to validly tender or redeem public shares. For example,
+we may require our public stockholders seeking to exercise their redemption rights (whether they are record holders or hold their
+shares in "street name") either (a) to tender their certificates to our transfer agent prior to the date set forth
+in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal
+to approve an initial business combination in the event we distribute proxy materials, or (b) to deliver their shares to the transfer
+agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be
+redeemed. See the section of this prospectus entitled "Proposed Business — Redemption Rights for Public Stockholders
+upon Completion of our Initial Business Combination — Tendering Stock Certificates in Connection with a Tender Offer or
+Redemption Rights."
+
+ 
+
+You
+will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your
+investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.
+
+ 
+
+Our
+public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion
+of an initial business combination, and then only in connection with those shares of our Class A common stock that such stockholder
+properly elected to redeem, subject to the limitations described herein; (ii) the redemption of any public shares properly tendered
+in connection with a stockholder vote to amend our amended and restated certificate of incorporation (a) to modify the substance
+or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public
+shares if we do not complete an initial business combination within the prescribed time frame or (b) with respect to any other
+material provisions relating to stockholders rights or pre-initial business combination activity; and (iii) the redemption
+of our public shares if we do not complete an initial business combination within the prescribed time frame, subject to applicable
+law and as further described herein. Public stockholders who redeem shares of our Class A common stock in connection with a stockholder
+vote described in clause (ii) in the preceding sentence will not be entitled to funds from the trust account upon the subsequent
+completion of an initial business combination or liquidation if we do not complete an initial business combination within the
+prescribed time frame, with respect to such shares of our Class A common stock so redeemed. In addition, if we do not complete
+an initial business combination within the prescribed time frame for any reason, compliance with Delaware law may require that
+we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held
+in our trust account. In that case, public stockholders may be forced to wait longer than 15 months from the closing of this
+offering before they receive funds from our trust account. In no other circumstances will a public stockholder have any right
+or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account
+with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants,
+potentially at a loss.
+
+ 
+
+ 33
+
+ 
+
+ 
+
+Nasdaq
+may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities
+and subject us to additional trading restrictions.
+
+ 
+
+ We have applied to have our units listed
+on Nasdaq and we expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus. Following the
+date the shares of our Class A common stock and warrants become eligible to trade separately, we anticipate that the shares of
+our Class A common stock and warrants will be separately listed on Nasdaq. We cannot guarantee that our securities will be approved
+for listing on Nasdaq. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial
+listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue
+to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities
+on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and stock price levels.
+Generally, we must maintain a minimum market value of listed securities (generally $50 million) and a minimum number of holders
+of our securities (generally 400 stockholders). Additionally, in connection with our initial business combination, we will be
+required to demonstrate compliance with Nasdaq s initial listing requirements, which are more rigorous than Nasdaq s
+continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our stock
+price would generally be required to be at least $4.00 per share, our stockholders equity would generally be required to
+be at least $15 million or we would be required to have a minimum market value of listed securities (generally $75 million) and
+we would be required to have a minimum of 300 or 400 round lot holders of our securities, in each case depending on the particular
+Nasdaq market we are listed on following our initial business combination and our qualification levels for each other category.
+We cannot assure you that we will be able to meet those initial listing requirements at that time. 
+
+ 
+
+If
+Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities
+exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant
+material adverse consequences, including:
+
+ 
+
+ a
+ limited
+ availability
+ of
+ market
+ quotations
+ for
+ our
+ securities;
+
+ 
+
+ reduced
+ liquidity
+ for
+ our
+ securities;
+
+ 
+
+ a
+ determination
+ that
+ our
+ Class
+ A
+ common
+ stock
+ is
+ a
+ penny
+ stock 
+ which
+ will
+ require
+ brokers
+ trading
+ in
+ our
+ Class
+ A
+ common
+ stock
+ to
+ adhere
+ to
+ more
+ stringent
+ rules
+ and
+ possibly
+ result
+ in
+ a
+ reduced
+ level
+ of
+ trading
+ activity
+ in
+ the
+ secondary
+ trading
+ market
+ for
+ our
+ securities;
+
+ 
+
+ a
+ limited
+ amount
+ of
+ news
+ and
+ analyst
+ coverage;
+ and
+
+ 
+
+ a
+ decreased
+ ability
+ to
+ issue
+ additional
+ securities
+ or
+ obtain
+ additional
+ financing
+ in
+ the
+ future.
+
+ 
+
+The
+National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating
+the sale of certain securities, which are referred to as covered securities. Because we expect that our units and
+eventually our Class A common stock and warrants will be listed on Nasdaq, our units, Class A common stock and warrants will be
+covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow
+the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then
+the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used
+these powers to prohibit or restrict the sale of securities issued by blank check companies (other than the State of Idaho), certain
+state securities regulators view blank check companies unfavorably and may use these powers, or threaten to use these powers,
+to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our
+securities would not be covered securities, and we would be subject to regulation in each state in which we offer our securities,
+including in connection with our initial business combination.
+
+ 
+
+You
+will not be entitled to protections normally afforded to investors of many other blank check companies.
+
+ 34
+
+ 
+
+ 
+
+Since
+the net proceeds of this offering and the sale of the private placement warrants are intended to be used to complete an initial
+business combination with a target business that has not been identified, we may be deemed to be a blank check company
+under the U.S. securities laws. However, because we intend to have net tangible assets in excess of $5,000,000 upon the successful
+completion of this offering and the sale of the private placement warrants and to file a Current Report on Form 8-K, including
+an audited balance sheet demonstrating this fact, we expect to be exempt from rules promulgated by the SEC to protect investors
+in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those
+rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete
+our initial business combination than do companies subject to Rule 419. Moreover, if this offering were subject to Rule 419,
+that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds
+in the trust account were released to us in connection with our completion of an initial business combination. For a more detailed
+comparison of our offering to offerings that comply with Rule 419, please see the section of this prospectus entitled Proposed
+Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. 
+
+ 
+
+An
+investment in this offering may result in uncertain or adverse U.S. federal income tax consequences.
+
+ 
+
+An investment in this offering may result
+in uncertain U.S. federal income tax consequences. For instance, because there are no authorities that directly address instruments
+similar to the units we are issuing in this offering, their treatment for U.S. federal income tax purposes is uncertain, and the
+allocation an investor makes with respect to the purchase price of a unit between the share of Class A common stock and the one-half
+of one redeemable warrant included in each unit could be challenged by the Internal Revenue Service ("IRS") or the
+courts. In addition, if we are determined to be a personal holding company for U.S. federal income tax purposes, our taxable income
+would be subjected to an additional 20% federal income tax, which would reduce the net after-tax amount of interest income earned
+on the funds placed in our trust account. Furthermore, the U.S. federal income tax consequences of a cashless exercise of warrants
+included in the units we are issuing in this offering is unclear under current law. Finally, it is unclear whether the redemption
+rights with respect to our shares suspend the running of a U.S. holder s holding period for purposes of determining whether
+(i) any gain or loss realized by such holder on the sale or exchange of Class A common stock is long-term capital gain or loss;
+(ii) any dividends we pay would be considered "qualified dividends" for U.S. federal income tax purposes; and (iii)
+any dividend we pay would be eligible for the corporate dividends-received deduction. See the section entitled "United States
+Federal Income Tax Considerations" for a
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001851562_spark_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001851562_spark_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001851562_spark_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001851625_mclaren_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001851625_mclaren_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..78283cf4c6bc0055ccacd295d7ec562338152cde
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001851625_mclaren_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: common stock are to our Class A common stock and our Class B common stock, collectively; completion window are to the period following the completion of this offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions and as further described herein. The completion window ends 15 months from the closing of this offering, which may be extended up to six times by an additional one month each time for a total of 21 months (the Paid Extension Period ). In addition, we will be entitled to an automatic three-month extension (the Automatic Extension Period ) if we have filed a preliminary proxy statement, registration statement or similar filing for an initial business combination during the 15-month period or Paid Extension Period, to complete a business combination, as described in more detail in this prospectus; founder shares are to shares of our Class B common stock initially purchased by our sponsor and the representative in private placements prior to or in connection with the consummation of this offering, and the shares of our Class A common stock issuable upon the conversion thereof as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); management or our management team are to our officers and directors; placement warrants are to the warrants being purchased by our sponsor in the private placement; private placement are to a subscription for 8,000,000 warrants (or 9,050,000 warrants in the aggregate if the underwriters option to purchase additional units is exercised in full) at a price of $1.00 per warrant ($8,000,000 in the aggregate, or $9,050,000 in the aggregate if the underwriters option to purchase additional units is exercised in full) by our sponsor in a private placement that will close simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in this offering or thereafter in the open market); representative is to Mizuho Securities USA LLC, which is the representative of the underwriters in this offering; sponsor is to McLaren Technology Acquisition Sponsor LLC, a Delaware limited liability company; warrants are to the public warrants, the placement warrants and any warrants issued upon conversion of working capital loans; and we, us, company or our company are to McLaren Technology Acquisition Corp. 1 Table of Contents Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly organized blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any business, industry or geographic location, we intend to focus our search on companies within the BFSI sector that leverage AI, ML, digital, technology, and fintech, where our management team has extensive experience. Our Board of Directors, led by our Chairman, Sajan Pillai, have combined decades of technology, AI, financial services and operator experience in various industries. The team consists of Sajan Pillai, Rajeev Nair, Murali Gopalan and John Vilina. We believe that our strong management team will enable the company to identify a valuable acquisition target that can thrive in a public-listing environment. Our Management Team Sajan Pillai, our Chairman and Chief Executive Officer, has been the General Partner of Season Two Ventures and Chairman of McLaren Strategic Ventures since September 2019. Prior to that, Mr. Pillai was the Chief Executive Officer of UST Global, an international multibillion Digital/Technology firm based in California from 2008 until May 2019. Mr. Pillai led the company s global business operations through its centers in the US, the UK, Spain, India, Malaysia, the Philippines, Singapore, Mexico, Australia, Poland and Israel. Mr. Pillai s leadership helped UST Global grow from 20 employees to 25,000 employees during his tenure there. This growth translated to a compound annual growth rate ( CAGR ) of over 30% in invested capital for the investors. In 2018, Temasek invested $250 million in UST Global at a valuation of over $1 billion. Mr. Pillai is a trusted partner to the national leaders of various countries and established Digital/Technology centers around the world. With a rich and extensive background in technology, Mr. Pillai has held several senior management positions in the industry and also holds patents in Internet Computing and Data Systems. Mr. Pillai has served on the boards of many nonprofit organizations: the California Science Center, the Global Virus Network and PEACE One Day Corporate Coalition. Mr. Pillai s industry recognition includes Elite 100 CEO Leaders in STEM by STEMconnector and Top 100 CEOs for the Employees Choice Award by Glassdoor. He has also been featured in Leaders magazine, for his focus on entrepreneurship and innovation, technology and diversity. As a seasoned Technology leader, Mr. Pillai has been a speaker at the Milken Global Conference and Knowledge@Wharton. Mr. Pillai, as the Chief Executive Officer of UST Global, launched Step IT Up America an initiative to train and hire 5,000 minority women from various US cities to work in Technology. Step IT Up America was endorsed by both political and business leaders across America. Mr. Pillai holds a Bachelor of Technology Degree in Computer Science & Engineering from University of Kerala, India. John Vilina, our President, Secretary and a member of our board of directors, has spent the last decade in finance, working in numerous areas, from macro-trading to venture capital. After graduating from Cornell University with a degree in Economics in 2010, he began working for Deutsche Bank in Tokyo. He joined Goldman Sachs in 2012, where he was one of two traders responsible for the Asia foreign exchange business, servicing a client base of hedge funds, corporates, and large asset managers. In 2016 he joined Morgan Stanley, where he was responsible for the Japan Spot FX trading business, again servicing a broad client base in both Asia and the US. In 2018, Mr. Vilina moved to Southern California to work with a local family office managing their alternative assets. Soon after in 2019, the family office decided to expand the alternative asset practice and start an early-stage venture fund, Season Two Ventures (S2), investing in Indian B2B startups across banking, healthcare, and supply chain verticals. Mr. Vilina is one of three general partners at the fund, primarily focusing on banking and fintech related startups, while also managing global operations. To supplement the growth of the startup portfolio at S2, the partners created McLaren Strategic Ventures, a business accelerator focused on driving growth in startup companies. 2 Table of Contents Rajeev Nair, our Chief Financial Officer, has more than 20 years experience in Finance and Technology and is skilled in applying AI for business strategy. He worked with Mr. Pillai at UST Global as Head of Corporate Finance and provided strategic direction to the management team, building UST Global to over $1 billion in valuation. He led strategic investments for UST Global, leading the company s technology footprint expansion with investments in AI, Analytics and Digital companies. He also led the company investments in Mexico, Rwanda and Asia. Mr. Nair s proficiency and hands on experience in utilizing AI and Machine Learning ( ML ) helped him lead the Predictive Modeling and AI for CreditOne Bank, a large credit card issuer in the USA with 16 million accounts. He formulated their enterprise level AI/ML strategy and created the AI/ML roadmap for the company. In his role, Mr. Nair helped improve customer experience, leveraging AI. In addition to his corporate roles, he has also advised many CEOs and large fortune 500 companies and has established close relationships with leading private equity and venture capital firms, family offices and marque investors. Mr. Nair was a consultant to GE Capital, Prudential Investment Management and other Fortune 500 companies, focusing on Finance/Risk Management and Technology. Mr. Nair recently served as an advisor to Big Data Innovation Hub at Columbia University, a think tank created by the US Government, New York City and Harvard/MIT/Columbia to apply AI/ML technologies to solve business problems in Finance and Healthcare. Mr. Nair earned his MBA from Columbia Business School, New York, where he was in the Dean s Honor List. He completed his executive education from MIT on AI for Business Strategy, post-graduate diploma in Management from IIM Bangalore and Bachelor of Technology (Hons) from Indian Institute of Technology, Kharagpur. Murali Gopalan, our Chief Operating Officer, is a techno-commercial leader experienced in building global scale operations for technology execution and sales in American, European and Asian geographies. He has been the Managing Director of McLaren Strategic Ventures, a business accelerator based in California, since August 2020. Mr. Gopalan is the co-founder of Cleareye.ai, an AI platform designed to help banks in revenue growth, cost management and compliance. Earlier, he was a member of the executive leadership of UST Global, working closely with Mr. Pillai and team from 1999, the company s inception, until 2018. As the Head of New Sales, he successfully led the acquisition of some of the largest global companies as customers for UST. He was adept at using AI-based innovations from UST s ecosystem to acquire many banks as customers. The Digital innovation practice that he established as Chief Information Officer was UST s strongest tool for new customer acquisition, competing with the largest technology services firms in the world. In 2006, he launched UST Global European operations from London, which grew to a division that generated more than $150 million in annual sales. At UST Global India, he built its primary technology execution engine with several thousand engineers. Prior to UST Global, he worked in Colgate Palmolive NY and in Procter & Gamble from 1994 to 1999. Mr. Gopalan received his MBA in Marketing & Finance from Indian Institute of Management, Calcutta. He holds a Bachelor of Technology degree in Computer Science & Engineering from University of Kerala, India. Juan Villalonga will serve as one of our independent directors. Since January 2021, Mr. Villalonga has served as a Partner of Lutetia Technology Partners, that has recently launched a post IPO fund called the Digital Opportunity Transformation Fund. Mr. Villalonga has also served as a Strategic Advisor of SparkBeyond, an artificial intelligence powered problem solving platform, since July 2020. From 2011 until 2018, Mr. Villalonga served as a Co-Founder and Partner of Hermes Growth Partners, a growth equity firm focused on technology investment. Previously, Mr. Villalonga served as the Executive Chairman and Chief Executive Officer of Telef nica Group, a Spanish multinational telecommunications company, from 1996 until 2000. From 1992 to 1996, he served as the General Manager in Spain for Bankers Trust and Credit Suisse First Boston. Prior to that, Mr. Villalonga was as Partner at McKinsey & Company, an American worldwide management consulting firm, from 1980 until 1989. Since July 2021, Mr. Villalonga has served as a director of Global Technology Acquisition Corp. I, a special purpose acquisition corporation, where he serves on the board s nominating and compensation committees. Mr. Villalonga has served as an advisor to the board of directors of Aiola Ltd, a virtual sales analyst software company, since February 2021. Mr. Villalonga also serves as a member of the advisory board of Lutetia Capital, an independent asset management group specializing in alternative investments, since September 2015. Mr. Villalonga served on the board of directors of Trade Desk Inc. (NASDAQ: TTD), a global software company that purchases data-driven digital advertising campaigns, from 2013 to 2017; MegaFone from 2006 to 2008; Axiata Group Berhad from 2009 to 2017; and Etisalat Group from 2018 to 2021. Mr. Villalonga holds an MBA from IESE Business School University of Navarra and an LLB from the Deusto University. 3 Table of Contents Sunir Kapoor will serve as one of our independent directors. Mr. Kapoor is an executive and entrepreneur with global experience in technology businesses in Europe and the US for over 30 years. He is currently serving as an Independent Director on the board of BBVA (NYSE:BBVA), where he created their Technology & Cybersecurity Committee for board governance and has served there since March 2016. Mr. Kapoor is also currently an Operating Partner at Atlantic Bridge Capital, a transatlantic venture capital firm in Silicon Valley, with over $1.5B in assets under management, and has served there since 2012. Mr. Kapoor is an advisor and board member to companies such as Vectra AI, Inc. and Stratio Big Data Inc., as well as having led investments in companies with innovative technology such as Devo Technology, Inc., helping them develop and disrupt legacy markets. Mr. Kapoor was the CEO of UBmatrix, the creator of eXtensible Business Reporting Language (XBRL), now the standard for business information exchange, from October 2005 to January 2011. The standard has revolutionized the regulatory reporting of financial information and risk globally. UBmatrix was acquired by R.R. Donnelley (NASDAQ:RRD) in August 2012. Mr. Kapoor was a founder of Cassatt, an early cloud computing pioneer, from January 2004 to August 2005, which fueled the emergence of SaaS and was acquired by Computer Associates in June 2009. Mr. Kapoor was also co-founder and CEO of E-Stamp from March 1996 to March 1999. He is credited with inventing the market and technology for Internet postage and payment, leading E-Stamp Corporation to a successful IPO. In his career, Mr. Kapoor has held senior management positions at Oracle (from August 1994 to February 1996 and from March 2002 to January 2004), Microsoft (from August 1990 to August 1994) and at Novell (from September 1988 to January 1990) in Silicon Valley, Seattle, Paris, Frankfurt and London. He also has had various engineering roles at the European Space Agency and Honeywell. Mr. Kapoor holds a BS Honors Degree in Physics from the University of Birmingham, and an MS in Computer Systems from the Cranfield Institute of Technology, both in the UK, and resides in Silicon Valley, California. Christopher Yoshida will serve as one of our independent directors. Mr. Yoshida has served as a Founder and Managing Partner of Pine Tree Partners, a private investment vehicle back by long-term strategic capital, that seeks out uncorrelated and opportunistic investments, since January 2021. Previously, Mr. Yoshida served as Senior Advisor and European Head of Capital Solutions at The Carlyle Group, a global investment firm, from October 2018 until October 2020. Prior to that, Mr. Yoshida was the Chief Strategy, Sales & Marketing Officer at trueEX, a financial technology company, from April 2017 until October 2018. From September 2014 until March 2016, Mr. Yoshida worked as a Managing Director at Deutsche Bank (NYSE: DB), a multinational German investment bank and financial services company. At Deutsche Bank, Mr. Yoshida was Global Head of Interest Rate Distribution, Listed Derivatives and Markets Clearing, Head of Securitized Product Sales Americas and a member of the Global ICG Executive Committee. Prior to Deutsche Bank, Mr. Yoshida was a Managing Director at Morgan Stanley International from May 2012 to August 2014, where he was EMEA Head of Rates Distribution and a member of the EMEA FICC Operating Committee. Mr. Yoshida started his career at Goldman Sachs with roles in debt capital markets and structured credit sales. Since April 2021, Mr. Yoshida has served as a director of Karson Management, an independent financial market structuring and platform-development company, and Bottlepay, a social media monetary transaction company. Mr. Yoshida also has served on the Board of Directors of Rodin Income Trust, a publicly registered, non-traded real estate investment trust, since March 2018. In addition, Mr. Yoshida has served as the Non-Executive chairman of AiX, an artificial intelligence trading broker, from November 2019 until April 2021. Mr. Yoshida has served as a senior advisor to the Kairos Society since March 2016. Mr. Yoshida is a graduate of St. Lawrence University where he received a Bachelor of Arts in Economics. Secil Tabli Watson will serve as one of our independent directors. Ms. Watson has been a director on the boards of directors of Bank of Marin Bancorp (NASDAQ: BMRC) and its subsidiary, Bank of Marin since April 2021. She serves on the audit committee for BMRC and the Assets and Liabilities committee for Bank of Marin. Ms. Watson was a member of the Conservation Society of California and Oakland Zoo board from 2014 to 2020, where her roles included vice chair and co-chair. She also chaired their audit, education, and succession planning committees and participated in their CEO search. Ms. Watson is currently an independent strategy consultant to Fortune 500 companies advising on digital transformation and product management. She is also on the Strategic Advisory Board of private equity firm FTV Capital, since February 2015. Formerly an Executive Vice President and Head of Digital Solutions for Business at Wells Fargo, Ms. Watson transformed the bank digitally and managed key enterprise channels and technologies for customers, from July 2002 to March 2021. Her banking and financial technology expertise includes innovations in payments and cyber-fraud, digital customer experience and transformation. During her 18 years at Wells Fargo, she was Executive Advisor to their Women s Team Member Network and a member of the Enterprise Diversity Council. Ms. Watson is a lecturer on open banking and platforms 4 Table of Contents and has won numerous awards for innovation in banking, including winner of 2021 Celent Model Bank Award for Embedded Finance for open banking SDKs and 2016 Digital Banker of the Year by American Banker. Ms. Watson holds an MBA in Finance from The Wharton School, University of Pennsylvania, and a BA in Economics and Government/International Relations from Cornell University. Past performance of our management team or advisor does not guarantee either (i) success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team as indicative of our future performance. Additionally, in the course of their respective careers, members of our management team have been involved in businesses and deals that were unsuccessful. For a list of our executive officers, directors and entities for which a conflict of interest may or does exist between such persons and the company, as well as the priority and preference that such other entities have with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under Management Conflicts of Interest . Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they, in the exercise of their respective business judgement, deem necessary to our affairs until we have completed our initial business combination. The amount of time that any member of our management team will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process. We do not have an employment agreement with any member of our management team. We believe our management team s operating and transaction experience and relationships with companies will provide us with a substantial number of potential business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, our management team s relationships with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. See the section of this prospectus entitled Management for a more complete description of our management team s experience. In addition, our management team controls our sponsor and contributed most of the $8,000,000 (or $9,050,000 if the underwriters over-allotment option is exercised in full) that our sponsor will use to purchase the private warrants, which funds will in turn be used to pay the expenses of this offering, including the non-deferred portion of the underwriters discount, and our operating expenses until our initial business combination is consummated. These private warrants are referred to as at risk capital because they will expire worthless if we do not complete our initial business combination, or if our stock price after our initial business combination does not exceed $11.50 per share during the time when the private warrants may be exercised. Our sponsor also currently owns 5,031,250 founder shares, up to 656,250 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The founder shares will automatically convert into Class A shares at the time of our initial business combination or earlier at the option of the holders thereof as described in the section entitled Description of Securities. For all of the foregoing reasons, we believe that our management team is incentivized and has the appropriate expertise to identify and acquire an appropriate target. Opportunity Artificial Intelligence has been termed the fourth industrial revolution and, according to World Economic Forum, is expected to change the world as we know it. By 2023, International Data Corporation ( IDC ) predicts that over half (52%) of global GDP will be accounted for by digitally transformed enterprises. This digital tipping point heralds the emergence of a new enterprise species, the digital-first enterprise. To drive digital supremacy, an enterprise must devote a large-scale, high-performing, digital innovation team and a third-party ecosystem to produce digital products and offer revenue generating digital services to other enterprise or retail customers, similar to Amazon s platform for third-party sellers or AirBnB aggregating millions of properties globally. Enterprises will continue their migration to the cloud (and multi-clouds) and there will be heavy investment in automation and orchestration systems, using AI and ML. In this type of digitally-driven enterprises, almost everything new will embed AI. The AI-enabled enterprises will be 5 Table of Contents able to sense and respond in half the time than their competitors to any change in their markets. According to IDC, by 2025, at least 90% of new enterprise apps will embed AI; by 2024, over 50% of user interface interactions will use AI-enabled computer vision, speech, natural language processing and AR/VR. We believe network effects of AI/ML can produce winner takes all/winner takes most outcomes. AI-first business model generates sustainable competitive advantages as ML models improve with access to emerging datasets, and rapidly apply those models to new problems than incumbents can solve. Such largescale adoption of AI offers a large and rapidly growing market estimated by IDC to be $174 billion in 2020 and growing to $271 billion by 2024, a 12% CAGR. Enterprise AI applications alone (including applications in ML, Predictive Analytics, BI etc.) were valued at $93 billion in 2020 and are expected to grow to $245 billion by 2024. According to ARK investments, Deep Learning ( DL ) a branch of AI could be the most important software breakthrough of our time. DL automates the creation of software by leveraging the data to generate algorithms, instead of the traditional rule based programming we have been using for last 70 years. Google, Facebook, Netflix, YouTube, Tesla and Amazon all leveraged DL to create multi-billion dollar enterprises. DL is expected to add $30 trillion to the global equity market capitalization during the next 15 to 20 years. Leading AI-native companies, Google, Facebook, Amazon, Microsoft and Apple, are experiencing rapid valuation growth that reflects technical advantages and commercial adoption. However, outside of the AI-natives, most large enterprises have still not leveraged the full power of AI or DL. We believe that AI/DL has the potential to create significant economic value by applying such technologies at an enterprise level. Considering that over two decades the Internet added $13 trillion to equity market capitalizations globally, the power to accelerate equity market capitalization for AI/DL is substantial. AI-first companies are starting to achieve outsized exits on public markets. Since 2015, AI-first companies have raised more than $180 billion in private capital in aggregate. Technological innovation in AI and ML over the past decade is starting to produce customer outcomes that can build large, successful, public companies that deliver long-term shareholder value. We believe that after a period of uncertainty, AI s moment as a mainstream investment category has arrived. In 2020, Palantir, C3.ai and Upstart listed on public markets with explicit disclosure of their AI architectures, garnering outlier valuation multiples reflecting investor recognition of high growth, market disruption and sustainable competitive advantage. We believe that these successful listings have set the stage for a wave of enterprise AI IPOs over the next 1-2 years. According to Pitchbook data, the fourth quarter of 2020 set a record for quarterly AI and ML venture capital funding with $16.5 billion invested, contributing to a new high of $52.1 billion invested in the segment in 2020 alone. This has created a large universe of potential targets that fit our investment criteria. We believe there will be significant interest from founders and early investors of these companies to partner with our team and pursue a public listing. Application of AI in Banking, Financial Services and Insurance (BFSI) Vertical applications in AI have the greatest potential to disrupt industries with features including paper-based manual processes, unutilized datasets, and rapidly evolving regulatory landscape. AI offers a near $450 billion opportunity for Banking and Financial Services by 2023, with the front and middle office accounting for $416 billion of that total. The three main channels where banks can leverage AI and ML are: Front Office (eg: Conversational Banking and Customer Acquisition), Middle Office (eg: Fraud Detection and Risk Management) and Back Office (eg: Underwriting and Loan Processing). The main applications of AI in Banking and Financial Services include: Consumer Banking: Automated Loan Processing, Customer Churn Prediction, Deposit Fraud Prediction, Credit Risk Scoring, Proof of Income Prediction, Marketing Optimization for Direct Mail Campaigns Commercial Banking: Know Your Customer (KYC) for providing customers 360 degree view, Anti Money Laundering (AML) to reduce false positives, automated Suspicious Activity Report (SAR) filing, Document Classification (Trade Finance, Trust, Policy etc.) using ML 6 Table of Contents Credit Card/Payments: Credit Risk Scoring for Customer Acquisitions, Real Time Targeting to Improve Customer Conversions, Transaction Fraud Prediction, Application Fraud Prediction, Improve Customer Experience Insurance: Automated Policy Underwriting, Dynamic Pricing, Automated Claim processing, Fraud Detection, Call Center Volume Forecasting Competitive Differentiation While we may pursue a business combination target in any business or industry, we intend to focus on companies within the BFSI sector that leverage AI, ML, digital, technology, and fintech, which complements the expertise of our management team. We believe that our management team, with its cross-sector understanding of AI technology and applications, is well positioned to take advantage of the growing set of opportunities focused on applying AI and ML to solve critical business problems across industries. We believe that our management team s relationships with leading technology company founders, executives of private and public companies, venture capitalists and private equity partners, in addition to the extensive industry and geographical reach of McLaren Strategic Ventures network, will give us a competitive advantage in pursuing a broad range of opportunities globally. We have an established track record of identifying high potential technology companies in their early stages, who are capable of developing innovative, superior solutions to meet the needs of large enterprises. Our management team believes that its proven ability to identify and implement value creation initiatives will remain central to its differentiated acquisition strategy. In addition, our competitive strengths include: Deep Operating Experience: Sajan Pillai, the founder and CEO of UST Global, spent the last 20 years focusing solely on technology services and solutions to some of the world s largest corporations, building UST Global into a multi-billion dollar enterprise, with 25,000 employees globally. The rest of the team worked with Mr. Pillai in building and operating UST Global in various capacities. We believe that our ability to leverage this operating experience of the management team, will provide us a distinct advantage in being able to source, evaluate and consummate an attractive transaction. Proprietary Sourcing Channels and Leading Industry Relationships: We believe the capabilities and connections associated with our management team, in combination with our sponsor, will provide us with a differentiated pipeline of acquisition opportunities. We expect these sourcing capabilities will be further bolstered by our reputation and deep industry relationships we cultivated at Fortune 500 companies from C-suite down to the operator level. Track Record of Sourcing Investment Opportunities: We believe that our management s track record of identifying and sourcing transactions positions us well to appropriately evaluate potential business combinations and select one that will be well received by the public markets. The team spent the past 10 years investing UST s balance sheet capital through their corporate venture capital arm, forming the practice and investing in nearly 100 technology companies across the globe. After leaving his role as CEO of UST Global in 2019, Mr. Pillai founded Season Two Ventures, where he is currently the Managing Partner focused on early-stage technology investments across BFSI and Healthcare. Mr. Pillai has formed a team of accomplished professionals from his tenure at UST Global and at Season Two, who have worked closely alongside him in investing capacity and operator roles. Established Thesis and Database of Prospective Opportunities: The management team has refined its thesis through internal analysis and discussions as well as through input and validation from executives and other thought leaders in the industry. The team has also developed a deep database of target acquisition opportunities, from among established, growing private companies as well as potential carve outs from larger businesses. This database is being enhanced on a daily basis through various sources, including through the efforts of our management team s outreach to the industry. Management believes that many of these targets could be actionable immediately upon completion of this offering. We have not identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. 7 Table of Contents As seasoned operators, we are confident that we can build a rapidly growing, financially sound, profitable, market leading company that accrues substantial value to investors, upon combination with the target. Acquisition Criteria We believe that our management team is well positioned to identify transformative technology opportunities in BFSI. The proven track record of our management team in creating successful business combinations, their extensive relationships with technology entrepreneurs and Fortune 500 corporations, global reach and accelerating enterprise value creation, should resonate well with our prospective business combination targets. Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire one or more businesses that we believe: Enterprise Value. We intend to focus on companies with enterprise values between $600 million and $2 billion, as those companies generally have proven business models and offer long-term value creation opportunities. The expansionary capital from the business combination can act as a powerful value accelerator for the enterprise. However, we are open to consider companies with any enterprise value, provided they offer significant value creation opportunities in our sector and meet our other business combination criteria. Sector Focus. We intend to focus on applying AI in BFSI sectors that have strong AI and ML capabilities, in which our management team has strategic and operational expertise and a proven track record to accelerate the value creation. In particular we will be focused on businesses disrupting traditional industry segments within Financial Services, including risk management, loan processing, trade finance, compliance management, fraud monitoring and mitigation and anti-money laundering (AML), among others. Committed and Capable Management Team. We will generally seek to acquire a business with a professional management team, whose interests are aligned with those of our investors. Where necessary, we may also look to complement and enhance the capabilities of the target business s management team by recruiting additional talent through our network of contacts. Global Focus. We will seek to acquire a business where the collective capabilities of our management and sponsor can be leveraged to tangibly improve the operations and market position of the target. The business should have the potential to benefit exponentially from growing its business into other geographies through our global network, and develop global sourcing and delivery capabilities. Benefit as a Publicly Traded Company. We will primarily seek a target that we believe will benefit from the profile that is associated with a publicly traded company and be able to effectively utilize the broader access to capital. The business must have a governance and control system in place and a management team that is mentally prepared to live up to the standards of a US listed company. In addition, the business proposition of the target can be clearly communicated to the capital market, with value-drivers that can be articulated clearly for the public market to evaluate and monitor. Path to Monetization. With the funding from the business combination and the immediate value-enhancement initiatives provided by our management team, the target business should demonstrate a clear value monetization opportunity, as demanded by the public market. Risk-Adjusted Return. We intend to acquire one or more companies that we believe can offer attractive risk-adjusted return on investments similar to what is seen in venture capital transactions but at the scale of a public company to our stockholders. We intend to focus on target businesses with enterprise valuations of $600 million or more that we believe have the potential to grow exponentially through application of AI and digital technologies in the financial services sector. We may also consider global assets that help us rapidly and successfully deploy functionally rich high value 8 Table of Contents enterprise AI applications at the world s largest corporations to enable their enterprise digital transformation. Especially of interest would be niche AI companies with disruptive innovation and core technologies that can displace older technologies or create new markets for us. We may use other criteria and guidelines as well. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission. We may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination. We intend to acquire a company with an enterprise value significantly above the net proceeds of this offering and the sale of the placement warrants. Depending on the size of the transaction or the number of public shares we become obligated to redeem, we may potentially utilize several additional financing sources, including but not limited to the issuance of additional securities to the sellers of a target business, debt issued by banks or other lenders or the owners of the target, a private placement to raise additional funds, or a combination of the foregoing. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient to meet our obligations or our working capital needs, we may need to obtain additional financing. Ability to Extend Time to Complete Business Combination If we anticipate that we may not be able to consummate our initial business combination within 15 months from the consummation of this offering, we may, but are not obligated to, if requested by our sponsor or its affiliates, extend the period of time to consummate a business combination up to six times by an additional one month each time for a total of up to 21 months (the Paid Extension Period ). In addition, we will be entitled to an automatic three-month extension (the Automatic Extension Period ) if we have filed a preliminary proxy statement, registration statement or similar filing for an initial business combination during the 15-month period or Paid Extension Period, to complete a business combination. In the case of the Paid Extension Period or Automatic Extension Period, public shareholders will not be offered the opportunity to vote on or redeem their shares if we choose to make any such paid extension or in connection with an automatic extension. Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement entered into between us and our Trust Agent on the date of this prospectus, in order to avail ourselves of the Paid Extension Period to consummate our initial business combination, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each month extension $577,500, or $664,125 if the underwriters over-allotment option is exercised in full ($0.033 per share in either case), on or prior to the date of the applicable deadline. Any such payments would be made in the form of a loan. Any such time extension funding loans will be non-interest bearing and payable upon the consummation of our initial business combination. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. Up to $4,000,000 of such time extension funding loans may be convertible into private placement warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. If we do not complete a business combination, we will not repay such loans. In the event that we receive notice from our sponsor or its affiliates five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. For the avoidance of doubt, no amounts need to be deposited into the trust account for the Automatic Extension Period. Our public shareholders will not be entitled to vote or redeem their shares in connection with any such paid extension or an automatic extension. As a result, we may conduct such an extension even though a majority of our public shareholders do not support such an extension and will not be able to redeem their shares in connection therewith. 9 Table of Contents Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. The net proceeds of this offering and the sale of the placement warrants released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. In addition, we may be required to obtain additional financing in connection with the closing of our initial business combination to be used following the closing for general corporate purposes as described above. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. 10 Table of Contents At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsors, officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. Our Business Combination Process In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We will also seek to utilize the expertise of our management team in analyzing operating companies, evaluating the investment potential of their business models, assessing the feasibility of their financial projections and determining the appropriate return expectations given the risk profile of the target business. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, including McLaren Strategic Ventures or Season Two Ventures. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. Affiliates of McLaren Strategic Ventures and Season Two Ventures and members of our board of directors will directly or indirectly own founder shares and placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Certain of our officers and directors presently have fiduciary or contractual obligations to other entities, such as McLaren Strategic Ventures and Season Two Ventures, pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Additionally, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination, and before we enter into a definitive business combination agreement. Any such companies, businesses or investments may present additional conflicts of interest to us when pursuing our initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to identify and pursue business combination opportunities or to complete our initial business combination. Given our management team s extensive tenure investing in the technology sector globally, we will often be familiar with a prospective target s end-market, competitive landscape and business model. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. In addition, we 11 Table of Contents may, at our option, pursue an affiliated acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. McLaren Strategic Ventures and Season Two Ventures are continuously made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our company and we will not consider a business combination with any company that has already been identified to McLaren Strategic Ventures or Season Two Ventures as a suitable acquisition candidate for it, unless McLaren Strategic Ventures or Season Two Ventures, as the case may be, in its sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity in accordance with such entity s applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Each of McLaren Strategic Ventures and Season Two Ventures may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, including during the period in which we are seeking our initial business combination. These McLaren Strategic Ventures or Season Two Ventures investment entities, as the case may be, may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. Our founders, officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our founders, officers and directors have, and will have in the future, time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by McLaren Strategic Ventures or Season Two Ventures. To the extent any such conflict of interest arises between, on the one hand, us and, on the other hand, investments funds, accounts, co-investment vehicles and other entities managed by either McLaren Strategic Ventures or Season Two Ventures (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles and other entities), McLaren Strategic Ventures or Season Two Ventures, as the case may be, and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual, and other duties, and there can be no assurance that such conflict of interest will be resolved in our favor. As a team, we have successfully created and deployed a deal sourcing mechanism to onboard and invest in technology companies while working at UST Global and Season Two Ventures. We plan to replicate the same successful approach, leveraging our global network and access to niche technology companies, to identify targets that will generate risk adjusted rate of returns of a venture capital investment but at the scale of private equity. However, the past experience and performance of either of McLaren Strategic Ventures or Season Two Ventures, or our management team, is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial business combination; or (2) of any results with respect to any initial business combination we may consummate. You should not rely on the historical record of McLaren Strategic Ventures , Season Two Ventures or our management team s performance as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. An investment in us is not an investment in McLaren Strategic Ventures or Season Two Ventures. None of our sponsor, officers, directors or either of McLaren Strategic Ventures or Season Two Ventures has had experience with a blank check company or special purpose acquisition company in the past. 12 Table of Contents We believe that conducting comprehensive due diligence on prospective targets is particularly important in the technology sector. We will utilize the diligence, rigor, and expertise of our management s respective platforms to evaluate potential targets strengths, weaknesses and opportunities to identify the relative risk and return profile of any potential target for our initial business combination. Corporate Information Our executive offices are located at 2600 Michelson Drive, Suite 2700, Irvine, CA 92612, and our telephone number is (949) 989-4638. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th. 13 Table of Contents The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Securities offered 17,500,000 units (or 20,125,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-half of one redeemable warrant. Proposed Nasdaq symbols Units: MLAIU Class A Common Stock: MLAI Warrants: MLAIW Trading commencement and separation of Class A common stock and warrants The units will begin trading on or promptly after the date of this prospectus. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Mizuho informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. 14 Table of Contents Units: Number outstanding before this offering and the private placement 0 Number outstanding after this offering and the private placement 17,500,000(1) Common stock: Number outstanding before this offering and the private placement 5,031,250 shares of Class B common stock(2) Number outstanding after this offering and the private placement 21,875,000 shares of Class A common stock and Class B common stock(1)(3) Warrants: Number of placement warrants to be sold in the private placement 8,000,000(1) Number of warrants to be outstanding after this offering and the private placement 16,750,000(1) Exercisability Each whole warrant is exercisable to purchase one share of our Class A common stock, subject to adjustment as provided herein. No fractional warrants will be issued upon separation of the units and only whole warrants will trade and are exercisable. We structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of an initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive initial business combination partner for target businesses. ____________ (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 656,250 founder shares. (2) Includes up to 656,250 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. (3) Comprised of 17,500,000 shares of Class A common stock and 4,375,000 shares of Class B common stock (or founder shares). The Class B common stock is convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. 15 Table of Contents Exercise price $11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of warrants will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. 16 Table of Contents The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation; provided, however, that the placement warrants issued to the representative will not be exercisable more than five years after the effective date of the registration statement of which this prospectus forms a part in accordance with FINRA Rule 5110(f)(2)(G)(i). On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon not less than 30 days prior written notice of redemption given after the warrants become exercisable (the 30-day redemption period ) to each warrant holder; and if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value for this purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. 17 Table of Contents Please see the section of this prospectus entitled Description of Securities Redeemable Warrants Public Stockholders Warrants for additional information. None of the placement warrants will be redeemable by us and they will not be transferable by the sponsor, except to its permitted transferees. Founder shares On March 9, 2021, our sponsor purchased 8,625,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On June 23, 2021, our sponsor returned to us, at no cost, an aggregate of 2,875,000 founder shares, which we cancelled. On October 1, 2021, our sponsor returned to us, at no cost, an aggregate of 718,750 founder shares, which we cancelled, resulting in an aggregate of 5,031,250 founder shares outstanding and held by our sponsor, or approximately $0.005 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering. As such, our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). Neither our sponsor nor any of our officers or directors have expressed an intention to purchase any units in this offering. Up to 656,250 founder shares will be subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised so that our initial stockholders will maintain ownership of 20% of our common stock after this offering. We will effect a stock dividend or share contribution prior to this offering should the size of the offering change, in order to maintain such ownership percentage. Our sponsor will cancel 300,000 founder shares, and the representative will purchase 300,000 founder shares, in connection with the closing of this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are shares of Class B common stock that automatically convert into shares of our Class A common stock at the time of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; the founder shares are subject to certain transfer restrictions, as described in more detail below; 18 Table of Contents our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame. pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares held by them and any public shares they may acquire during or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination. If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the initial business combination are voted in favor of the initial business combination. As a result, in addition to our initial stockholders founder shares (excluding the founder shares to be held by the representative), we would need only 6,912,501, or 39.5%, of the 17,500,000 public shares sold in this offering to be voted in favor of an initial business combination (assuming all outstanding shares are voted in favor of the transaction) in order to have our initial business combination approved (assuming the over-allotment option is not exercised); and the founder shares are entitled to registration rights. 19 Table of Contents Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the reported last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under the section of this prospectus entitled Principal Stockholders Restrictions on Transfers of Founder Shares ). Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Founder shares conversion and anti-dilution rights The shares of Class B common stock will automatically convert into shares of our Class A common stock at the time of the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination). The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be deemed issued for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Voting rights Holders of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote, except as required by law. 20 Table of Contents Placement warrants Our sponsor has subscribed to purchase an aggregate of 8,000,000 placement warrants (or 9,050,000 if the underwriters option to purchase additional units is exercised in full) at a price of $1.00 per warrant ($8,000,000 in the aggregate or $9,050,000 in the aggregate if the underwriters option to purchase additional units is exercised in full) in the private placement. Each placement warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described above. The placement warrants will not be redeemable by us and will not be transferable by the sponsor except to permitted transferees. Our sponsor, as well as its permitted transferees, have the option to exercise the placement warrants on a cashless basis. Transfer restrictions on placement warrants The placement warrants will not be transferable, assignable or salable until 30 days after the consummation of our initial business combination except to permitted transferees and pursuant to an effective registration statement or an applicable exemption from registration. Redeemability and exercise of placement warrants The placement warrants will be non-redeemable and exercisable on a cashless basis. If holders of placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value for this purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis is because it is not known at this time whether the sponsor or permitted transferees will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the placement warrants be deposited in a trust account. Of the net proceeds of this offering and the sale of the placement warrants, $178,500,000, or $10.20 per unit ($205,275,000, or $10.20 per unit, if the underwriters over-allotment option is exercised in full) will be placed into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee and an aggregate of approximately $2.0 million will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $6,125,000 (or up to $7,043,750 if the underwriters option to purchase additional units is exercised in full) in deferred underwriting commissions. 21 Table of Contents Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations and up to $100,000 of interest that may be used for our dissolution expenses, the proceeds from this offering and the sale of the placement warrants held in the trust account will not be released from the trust account until the earliest to occur of: (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (ii) with respect to any other provision relating to stockholders rights or pre-business combination activity, and (c) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof. Based upon current interest rates, we expect the trust account to generate approximately $35,700 of pre-tax interest annually assuming an interest rate of 0.02% per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the placement warrants not held in the trust account, which will be approximately $750,000 in working capital after the payment of approximately $1,250,000 in offering and other expenses; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of an initial business combination. 22 Table of Contents Conditions to completing our initial business combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination target, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination target, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. There is no limitation on our ability to raise funds privately, or through loans in connection with our initial business combination. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. 23 Table of Contents Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares or warrants our sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, apart from the purchase of the placement warrants, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect that any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions prior to completion of our initial business combination. See Proposed Business Permitted purchases of our securities for a description of how our sponsor, initial stockholders, directors, officers or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. 24 Table of Contents Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.20 per public share, however, there is no guarantee that investors will receive $10.20 per share upon redemption. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination or otherwise, in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq s stockholder approval rules. If stockholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. 25 Table of Contents If we seek stockholder approval, we will complete our initial business combination only if a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the initial business combination are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares held by them and any public shares acquired by them during or after this offering (including in open market and privately negotiated transactions), in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares (excluding the founder shares to be held by the representative), we would need only 6,912,501, or 39.5%, of the 17,500,000 public shares sold in this offering to be voted in favor of an initial business combination (assuming all outstanding shares are voted in favor of the transaction) in order to have our initial business combination approved (assuming the over-allotment option is not exercised). We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Such provisions may be amended if approved by holders of at least 50% of our common stock entitled to vote thereon. Whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. 26 Table of Contents In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 as described above immediately prior to or upon consummation of our initial business combination (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or make us unable to satisfy a minimum cash condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. 27 Table of Contents Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Redemption rights in connection with proposed amendments to our certificate of incorporation Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-initial business combination activity (including the requirement to deposit proceeds of this offering and the private placement of units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of at least 50% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 50% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law, or DGCL, or applicable stock exchange rules. 28 Table of Contents Under our amended and restated certificate of incorporation, we may not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation or on our initial business combination or that would entitle holders thereof to receive funds from the trust account. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, executive officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow holders to redeem their shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (ii) with respect to any other provision relating to stockholders rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination. We will use the remaining funds to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. 29 Table of Contents Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation will provide that we will have only until the end of the completion window to complete our initial business combination. If we are unable to complete our initial business combination within the completion window (and our stockholders have not approved an amendment to our charter extending this time period), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination before the end of the completion window. Our sponsor, officers and directors have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption rights with respect to any founder shares if we are forced to liquidate. However, if our sponsor or any of our officers, directors or affiliates acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 18-month time period. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, non-cash payments, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of this offering and the sale of the placement warrants held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to an affiliate of our sponsor of $10,000 per month for office space, utilities and secretarial and administrative support; Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and 30 Table of Contents Repayment of non-interest bearing loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which (other than as described above) have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of our initial business combination. The warrants would be identical to the placement warrants. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors or our or their affiliates. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest Each of McLaren Strategic Ventures and Season Two Ventures manages several investment vehicles. These entities and their respective affiliates, may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within either McLaren Strategic Ventures or Season Two Ventures may be suitable for both us and for current or future funds managed by these entities and may be directed to such McLaren Strategic Ventures or Season Two Ventures funds rather than to us. None of McLaren Strategic Ventures, Season Two Ventures or members of our management team who are also employed by such entities or their respective affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member solely in his or her capacity as an officer or director of the company. Each of McLaren Strategic Ventures, Season Two Ventures and/or our management, in their capacities as employees of McLaren Strategic Ventures or Season Two Ventures or in their other endeavors, may be required to present potential business combinations to other entities before they present such opportunities to us. Each of our officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to another entity, including private funds under the management of either McLaren Strategic Ventures or Season Two Ventures and its respective portfolio companies, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. In addition, existing and future 31 Table of Contents funds managed by such entities and their respective portfolio companies may compete with us for business combination opportunities and, if such opportunities are pursued by such entities, we may be precluded from pursuing such opportunities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and may only decide to present it to us if such entity rejects the opportunity and consummating the same would not violate any restrictive covenants to which such officers and directors are subject. Notwithstanding the foregoing, we may pursue an affiliated acquisition opportunity with one or more affiliates of either McLaren Strategic Ventures or Season Two Ventures and/or investors. Such entities may co-invest with us in the target business at the time of our initial business combination. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.20 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. 32 Table of Contents Risks We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see the section of this prospectus entitled Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors beginning on page 36 of this prospectus. 33 Table of Contents Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. June 30, 2021 Actual As Adjusted (Unaudited) Balance Sheet Data: Working capital(deficiency)(1) $ (162,850 ) $ 1,374,306 Total assets(2) $ 212,156 $ 179,874,306 Total liabilities $ 187,850 $ 6,125,000 Value of common stock subject to possible conversion/tender(3) $ $ 178,500,000 Stockholders equity(4) $ 24,306 $ (4,750,694 ) ____________ (1) The as adjusted calculation includes $750,000 of cash held outside the trust account, plus $24,306 of actual stockholder s equity at June 30, 2021. (2) The as adjusted calculation equals $178,500,000 cash held in trust from the proceeds of this offering and the sale of the placement warrants, plus $750,000 of cash held outside the trust account, plus prepaid insurance of $600,000, plus $24,306 of actual stockholder s equity at June 30, 2021. (3) The as adjusted calculation equals the initial redemption value of the 17,500,000 shares of common stock purchased in the public market which are subject to conversion in connection with our initial business combination ($10.20 per share). (4) Excludes 17,500,000 shares of common stock purchased in the public market which are subject to conversion in connection with our initial business combination. The as adjusted calculation equals the as adjusted total assets, less the as adjusted total liabilities, less the value of shares of common stock that may be converted in connection with our initial business combination ($10.20 per share). 34 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001851682_missfresh_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001851682_missfresh_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001851682_missfresh_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001851833_israel_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001851833_israel_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ac7e812c9576451afb6a951fc22845217fc8df81
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001851833_israel_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the second amended and restated memorandum and articles of association that we will adopt prior to the consummation of this offering; Amplify are to Amplify-Israel and ISAP Caymans, collectively; Amplify Israel are to AOP SPAC, Limited Partnership, an Israeli limited partnership, of which Asher Levy, our Chief Executive Officer, Amichai Steimberg, our President and Chief Operating Officer, and Abraham Gross, our Chief Technology Officer, are limited partners; anchor investor are to certain funds and accounts managed by subsidiaries of BlackRock, Inc., collectively; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; Cowen are to Cowen and Company, LLC, the underwriter of this offering; directors are to our current directors and director nominees; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination; forward purchase agreement are to the forward purchase agreement providing for the sale of forward purchase units by us to Sphera Fund in a private placement that will close concurrently with the closing of our initial business combination; forward purchase securities are to the forward purchase shares and forward purchase warrants; forward purchase shares are to the Class A ordinary shares included in the forward purchase units; forward purchase units are to the units to be issued to Sphera Fund pursuant to the forward purchase agreement; forward purchase warrants are to the warrants to purchase our Class A ordinary shares included in the forward purchase units; founder shares are to our Class B ordinary shares initially issued to our sponsors and the anchor investor in a private placement prior to this offering, including (i) an aggregate of 5,750,000 Class B ordinary shares issued to the sponsors and the anchor investor, up to 750,000 of which are subject to forfeiture in the event that the underwriter s over-allotment option is not exercised in full and (ii) the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MAY 14, 2021 PRELIMINARY PROSPECTUS $200,000,000 ISRAEL AMPLIFY PROGRAM CORP. 20,000,000 units Israel Amplify Program Corp. is a newly organized blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. Although we will not be limited to a particular industry, sector or geographic region, we will focus on high-quality, growing technology-based opportunities located in, or that have a meaningful connection to, Israel. We have not selected any potential business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fifth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriter has a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering or during any Extension Period (as defined herein), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. On May 10, 2021, in connection with the subscription for Class B ordinary shares described herein, Pitango, Amplify and Sphera (each as defined herein), purchased an aggregate of 5,217,391 private placement warrants (with a commitment to purchase an additional 521,739 private placement warrants if the underwriter s over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, in a private placement. In addition, on May 13, 2021, certain funds and accounts managed by subsidiaries of BlackRock, Inc. (the anchor investor ) agreed to purchase 782,609 private placement warrants (or 860,870 private placement warrants if the underwriter s over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, in a private placement to occur concurrently with the closing of this offering. The aggregate cash purchase price for the private placement warrants purchased by our sponsors and to be purchased by the anchor investor will equal $6,000,000 (or $6,600,000 if the underwriter s over-allotment option is exercised in full). Prior to the consummation of this offering, our initial shareholders, which include our sponsors and the anchor investor, will own 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. The anchor investor has expressed to us an interest to purchase up to 9.8% of the units to be sold in this offering at the public offering price per unit set forth above and we have agreed to direct the underwriter to sell to the anchor investor such amount of units. Because this expression of interest is not a binding agreement or commitment to purchase, our anchor investor may determine to purchase more, fewer or no units in this offering or the underwriter may determine to sell more, fewer or no units to our anchor investor. For a discussion of certain additional arrangements with our anchor investor, see Summary The Offering Expressions of Interest. In connection with the consummation of this offering, we have entered into a forward purchase agreement with Sphera Master Fund LP, a British Virgin Islands exempted partnership and an affiliate of Sphera ( Sphera Fund ), pursuant to which Sphera Fund has committed that it will purchase from us up to 4,500,000 forward purchase units, consisting of one Class A ordinary share, or a forward purchase share, and one-fifth of one warrant to purchase one Class A ordinary share, or a forward purchase warrant, for $10.00 per forward purchase unit, or an aggregate amount of up to $45,000,000, in a private placement that will close concurrently with the closing of our initial business combination. Pursuant to the terms of the forward purchase agreement, in no event will Sphera Fund be required to purchase a number of forward purchase units that would result in Sphera Fund, together with Sphera and any of its affiliates or any other entity that may be considered to be acting as a group with Sphera, owning more than 4.99% of the outstanding equity securities of the combined company following Table of Contents initial shareholders are to the holders of our founder shares immediately prior to this offering; ISAP Caymans are to ISAP Acquisition LP, a Cayman Islands exempted limited partnership, of which LizabethAnn R. Eisen, one of our directors, is the sole limited partner; letter agreement are to the letter agreement among us, our sponsors and each member of our management team; management or our management team are to our officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; Pitango are to Pitango Acquisition Corporation Limited Partnership, an Israeli limited partnership; private placement warrants are to the warrants (i) issued to our sponsors in a private placement on May 10, 2021, (ii) to be issued to the anchor investor in a private placement to close simultaneously with the closing of this offering, (iii) to be issued to our sponsors or their respective affiliates upon conversion of working capital loans, if any and (iv) to be issued to the anchor investor upon the exercise of its pre-emption right in connection with a conversion by a sponsor of a working capital loan ( pre-emption right ), if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and members of our management team to the extent our initial shareholders and/or members of our management team purchase public shares; provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public warrants are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); Sphera are to Sphera SPAC, Limited Partnership, an Israeli limited partnership; Sphera Fund are to Sphera Master Fund LP, a British Virgin Islands exempted partnership, which is an affiliate of Sphera; sponsors are to Pitango, Amplify and Sphera, collectively; warrants are to our public warrants and private placement warrants; and we, us, our, company or our company are to Israel Amplify Program Corp., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Except where indicated, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. Table of Contents consummation of the initial business combination. The proceeds from the sale of these forward purchase units, together with the amounts available to us from the trust account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by us in connection with the initial business combination, will be used to satisfy the cash requirements of the initial business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the combined company following consummation of the initial business combination for working capital or other purposes. Sphera Fund s commitment under the forward purchase agreement will be subject to customary closing conditions under the forward purchase agreement. Pursuant to the terms of the forward purchase agreement, Sphera Fund will be permitted to assign its commitment to purchase the forward purchase units prior to the completion of the initial business combination, or to transfer, assign or sell some or all of the forward purchase securities following completion of the initial business combination, in each case to one or more of its affiliates, limited partners or other permitted transferees. The forward purchase shares and the forward purchase warrants will be identical to the Class A ordinary shares and the warrants included in the units being sold in this offering, respectively, except that the forward purchase shares and forward purchase warrants will be granted registration rights, as described herein. Prior to this offering, there has been no public market for our securities. We have applied to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol ISAP.U . We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on the NYSE under the symbols ISAP and ISAP.W, respectively, on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the underwriter permits earlier separate trading and we have satisfied certain conditions. We are an emerging growth company and
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001851977_serendipit_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001851977_serendipit_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1c918ffbcf864810ad320c510155e001362efe7d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001851977_serendipit_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to holders of our founder shares prior to this offering; management or our management team are to our officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; public warrants are to warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); SPAC are to special purpose acquisition companies; sponsor are to Serendipity Capital Sponsor Ltd., a Cayman Islands exempted company; and we, us, our, company or our company are to Serendipity Capital Acquisition Corp., a Cayman Islands exempted company. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED [ ], 2021 Serendipity Capital Acquisition Corp. $250,000,000 25,000,000 Units Serendipity Capital Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and twelve months from the closing of this offering and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. The underwriter has a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public share, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering or during any Extension Period (as defined below) we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, subject to applicable law and certain conditions as described herein. Our sponsor, Serendipity Capital Sponsor Ltd. (which we refer to as our sponsor throughout this prospectus), and Stephen Fitzgerald, one of our independent directors, have agreed to respectively purchase 4,350,000 and 483,333, or an aggregate of 4,833,333 warrants (or 5,333,333 warrants if the underwriter s over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. We refer to these units throughout this prospectus as the private placement units. Our sponsor, officers and directors together currently own 7,187,500 Class B ordinary shares, up to 937,500 of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except that in respect of any vote or votes to continue the company in a jurisdiction outside the Cayman Islands (including the approval of the organizational documents of the company in such other jurisdiction), holders of Class B ordinary shares will have ten votes per share and holders of Class A ordinary shares will have one vote per share, except as required by law or the applicable rules of the New York Stock Exchange (the NYSE ) then in effect. Currently, there is no public market for our securities. We intend to apply to have our units listed on the NYSE under the symbol SCAC.U. We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on NYSE under the symbols SCAC and SCAC WS, respectively, on the 52nd day following the date of this prospectus unless the underwriter permits earlier separate trading and we have satisfied certain conditions. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 44 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 13,750,000 Proceeds, before expenses, to us $ 9.45 $ 236,250,000 (1) Includes $0.35 per unit, or $8,750,000 (or up to $10,062,500 if the underwriter s option to purchase additional units is exercised in full) in the aggregate, payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriter only on the completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of Class A ordinary shares sold as part of the units in this offering, as described in this prospectus. Does not include certain fees and expenses payable to the underwriter in connection with this offering. See Underwriting for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250 million, or $287.5 million if the underwriter s option to purchase additional units is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.-based trust account at Citibank NA, NY with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period (as defined below) or (B) with respect to any other provision relating to shareholders rights or pre initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering or during any Extension Period (as defined below), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2021. No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities. Sole Book-Running Manager Goldman Sachs (Asia) L.L.C. The date of this prospectus is , 2021 Table of Contents Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise their over-allotment option. Our Company We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Our Sponsor We are sponsored by Serendipity Capital Sponsor Ltd., which is an affiliate of Serendipity Capital Holdings Limited, or Serendipity Capital. Serendipity Capital was established in January 2020 by co-founders Robert Jesudason, Anton Jerga and Sean Harpur and is a permanent capital vehicle that invests in the financial services industry specializing in technology and climate focused businesses. Serendipity Capital combines deep domain expertise, operating experience, quality relationships and long-term capital. Serendipity Capital s management team, board and senior advisors have over 450 years of combined operating and investing experience in financial services and technology companies. The founding partners of Serendipity Capital have worked together for over 8 years. Over their careers, the management team and Board have executed over US$80 billion worth of transactions in the financial services and financial technology ( FinTech ) sectors. Serendipity Capital is headquartered in Singapore with a presence in Cape Town, Hong Kong and Sydney. Serendipity Capital invests globally and partners with visionary entrepreneurs and proven management teams. Leveraging its stature and reputation as an experienced investment team, Serendipity Capital has made investments in a number of financial services, technology and climate-focused companies. We believe that Serendipity Capital s strong track record in the global financial services and technology sectors, together with its extensive network of business relationships, give us a significant advantage to identify the best investment opportunities and deliver strong returns in our target sectors. While we may pursue a business combination target in any industry, sector, or geographic region, we intend to concentrate our efforts on financial services and technology companies that operate in the financial services sector with a bias towards the Asia Pacific region. We intend to capitalize on the deep operating and investing experience in financial services and technology of our management team, Board of Directors and our sponsor in order to pursue attractive investment opportunities. Table of Contents We believe the financial services industry is on the cusp of fundamental change with the driving forces for that change being technology, climate and sustainability, and a unique macroeconomic environment that has been accelerated by the COVID-19 pandemic: Technology and Digital Assets. Financial technology has become a relevant and material part of the financial services ecosystem, not just competing with traditional players but also embedding into their business models. Other technologies, such as blockchain, have allowed for the emergence of digital assets as an investable asset class and has begun to contribute to the formation of new, decentralized finance models ( DeFi ). We expect these themes to have a meaningful impact on the sector. Climate and Sustainability. Governments and corporations have meaningfully stepped-up their net zero commitments, however intermediation of capital flows by financial institutions to facilitate adaptation and technology-led solutions are critical to achieve these goals. Unique Macroeconomic Environment. The global economy remains in the midst of an unprecedented challenge and a growth slow-down due to the impact of COVID-19. The downturn is making it challenging for traditional financial services institutions to drive growth and profits. We believe this will lead financial institutions to partner with FinTechs. It may also lead to divestments and the potential mispricing of orphan assets as incumbents will likely favor speed and certainty of divestment over value maximization. We believe the collective track record of our management team, Board of Directors and our sponsor in the financial services and technology sectors, together with our extensive network of business relationships, uniquely positions us to identify an attractive, unique and compelling pipeline of potential target businesses and ultimately execute a transaction that we believe will create value for shareholders. Management Team and Board of Directors Our management team is comprised of Robert Jesudason and Anton Jerga. The Chairman of our Board of Directors is Stephen Roder, whilst Stephen Fitzgerald and John O Sullivan serve as independent directors. Robert Jesudason, Chief Executive Officer and Executive Director Robert Jesudason is our Chief Executive Officer and will serve as an executive director. Mr. Jesudason founded Serendipity Capital in 2020 and serves as its Chief Executive Officer and Founding Partner. He has over 27 years of experience operating and investing in the financial services and technology industries, of which 15 are in the Asia Pacific region. Prior to founding Serendipity Capital, Mr. Jesudason was President of Block One, a leading global blockchain company and the developer of the EOS.IO blockchain protocol. He was named in the top 100 Global Blockchain Leaders in 2019 and Asian FinTech Top 100 in 2016. Prior to Block One, Mr. Jesudason was Group Executive, Financial Services and Chief Financial Officer of Commonwealth Bank of Australia ( CBA ), where he was responsible for CBA s financial management framework and was a member of its Executive Committee. Previously, he was Group Executive, International Financial Services at CBA, responsible for CBA s retail and SME banking, digital banking and insurance businesses in China, India, Indonesia, Vietnam and South Africa. He joined CBA in 2011 as Group Executive, Strategic Development, where he was responsible for Strategy, Mergers & Acquisitions and the Group Productivity Programme. Prior to CBA, Mr. Jesudason was at Credit Suisse from 2007 to 2011 as Head of Global Emerging Markets within the Financial Institutions Group (FIG) investment banking practice, where he was in charge of Table of Contents Financial Institutions coverage teams across APAC, CEEMEA and Latin America. Earlier in his career, Mr. Jesudason was a Managing Director in the Asian Special Situations Group at JP Morgan, Managing Director and Global Head of Corporate Development at Barclays PLC. He also worked for McKinsey & Co and GE Capital. Mr. Jesudason holds a Bachelor of Science degree from Aston University. Anton Jerga, Chief Financial Officer Anton Jerga will serve as our Chief Financial Officer. Mr. Jerga co-founded Serendipity Capital in 2020 and serves as Chief Operating Officer and Partner. He has over 23 years of experience in the financial services industry and 22 years within the Asia Pacific region. Prior to Serendipity Capital, Mr. Jerga was a General Manager in CBA s Group Mergers and Acquisitions team for 9 years, where he was involved in the execution of CBA s international growth strategy and the development of CBA s digital banking capabilities. As part of this role, he served in Hong Kong for 4 years and covered CBA s international businesses in China, India, Indonesia, Vietnam and South Africa, and was responsible for managing CBA s partnerships with and shareholdings in Qilu Bank, Bank of Hangzhou and First State Cinda in China and Vietnam International Bank in Vietnam. Prior to joining CBA, Mr. Jerga was a Director in Citigroup s Financial Institutions investment banking practice in the Asia Pacific region. Mr. Jerga began his career with AMP in Australia. Mr. Jerga holds a Bachelor of Commerce degree and Bachelor of Arts degree from the Australian National University. Stephen Roder, Chairman Stephen Roder will serve as our Chairman of the Board of Directors and as an independent director. Mr. Roder has over 41 years of experience dealing with global companies and 29 years working across Asian markets covering strategy, regulatory matters, finance, capital markets and transactions, with a focus on the financial services sector. Mr. Roder currently serves as a Non-Executive Director of Resolution Life and as a Non-Executive Director of Serendipity Capital. Mr. Roder retired as Manulife Group CFO in 2018 after nearly 6 years. Prior to Manulife, Mr. Roder was one of the co-founders of Peak Reinsurance. He was appointed as an Independent Non-Executive Director of Peak Re in May 2018. Prior to co-founding Peak Re, Mr. Roder was the Group Chief Financial Officer of AIA between 2007-2010, Prior to AIA, he was the Asia Pacific Chairman of Financial Services at KPMG and served as a partner in Hong Kong/China, Japan and London. Mr. Roder holds a Bachelor of Social Science degree from the University of Southampton. He is also a Fellow of the Institute of Chartered Accountants in England & Wales and a Fellow of the Hong Kong Institute of Certified Public Accountants. Stephen Fitzgerald, Director Stephen Fitzgerald will serve as one of our independent directors. Mr. Fitzgerald is Chairman and Founding Partner of Affirmative Investment Management (UK), the world s first pure play impact bond fund management company. He also serves on the boards of QBE Insurance Group (Australia) and Lombard Odier Investment Management (UK). He is also a member of the British Museum Investment Committee (UK) and of the NSW Government Expert Advisory Panel on Social Impact Bonds (Australia). In 2011, he was appointed to the Board of Guardians of the Future Fund (Australia s Sovereign Wealth Fund), on which he served for a period of five years. Previously, Mr. Fitzgerald was Chairman of Goldman Sachs, Australia and New Zealand as well as Head of Goldman Sachs Asset Management International (GSAM). In this role, he was responsible for GSAM s businesses outside North America, encompassing Latin America, Europe, the Middle East and Asia Pacific. Mr. Fitzgerald joined Goldman Sachs in 1992 and was named a Managing Director in 1998, and a Partner in 2002. Mr. Fitzgerald holds a Bachelor of Economics degree from the University of New England, Australia. Table of Contents John O Sullivan, Director John O Sullivan will serve as one of our independent directors. He has over 43 years experience in the legal and financial services sectors in Australia. Mr. O Sullivan currently serves as a Non-Executive Director of AMP Ltd, WestConnex and as the Chairman of Serendipity Capital. He serves on the Australian Takeovers Panel. He started his career at Freehill Hollingdale & Page (Herbert Smith Freehills), later becoming a partner at the firm. From 2003 to 2008, Mr. O Sullivan was General Counsel of the Commonwealth Bank of Australia before spending ten years at Credit Suisse Australia where he was Executive Chairman, Investment Banking and Capital Markets, Australia until February 2018. He holds a Bachelor of Laws degree and Bachelor of Arts degree from the University of Sydney and a Master of Laws degree from the University of London. Senior Advisors of our Sponsor Our sponsor, Serendipity Capital, has a global senior advisor network comprised of 11 senior executives and business leaders based across nine countries, covering Asia Pacific (including Australia, Hong Kong, India and Singapore), North America, the United Kingdom and Africa. The senior advisors have a diverse range of backgrounds and skillsets, including traditional financial services, FinTech and neobanks, digital banking, artificial intelligence, machine learning, data analytics, executive recruitment and human capital management. Serendipity Capital s senior advisors are categorized as follows: Leadership of Large regulated Financial Services Organizations Mr. Ian Narev: Mr. Narev is the incoming Group Chief Executive Officer of SEEK. Before joining SEEK in April 2019, he spent 11 years at Commonwealth Bank of Australia, where he was the Chief Executive Officer and Managing Director from 2011 until 2018. He was previously a partner of McKinsey & Co. His areas of expertise are financial services and technology. Dr. Michael Jordaan: Dr. Jordaan is a senior financial services executive in South Africa. He started his career with First National Bank ( FNB ), one of South Africa s largest banks, and went on to become Chief Executive Officer. Dr. Jordaan oversaw the move away from traditional banking, and led FNB to be named the World s Most Innovative Bank in 2012 Dr. Jordaan co-founded and now chairs the new digital-only bank, Bank Zero, in South Africa. His areas of expertise are neobanks, financial services and technology. Digital Banking Mr. Coenraad Jonker: Mr. Jonker is the co-founder and Chief Executive Officer of Tyme Global and Non-Executive Director for Tyme Bank. He has previously served as the head of Commonwealth Bank of Australia s International Financial Services division and as Director of Community Banking at Standard Bank. He has more than 23 years experience in banking, law and professional services. His areas of expertise are neobanks, financial inclusion and emerging markets. Mr. Andrew Connell: Mr. Connell is part of the team in the pre-launch of a substantial US FinTech; he is leading their international expansion. Prior to that, he was the Global Head of Partnership & Innovation and Head of Digital Asia Pacific for HSBC and he also has career experience at Nokia, American Express and O2. His areas of expertise are neobanks, telecommunications, new business models and start-ups. Table of Contents Technology, Artificial Intelligence and Data Analytics Dr. Amy Gershkoff Bolles: Dr. Bolles serves as Chief Data Officer at Bitly, and General Manager of BitlyIQ, Bitly s data and insights division. Prior to Bitly, Dr. Bolles served as Chief Data Officer for Zynga and Ancestry.com and was the Head of Customer Analytics and Insights and Head of Global Data Science for eBay. She also headed Media Planning & Analytics for Obama for America 2012. Her areas of expertise are decision science, artificial intelligence, analytics and entrepreneurship. Mr. Anurag Goel: Mr. Goel is Co-Founder & Executive Chairman of Cactus Communications in Mumbai, India. Mr. Goel is responsible for strategy, M&A, technology, artificial intelligence and corporate development at Cactus. Prior to Cactus, Mr. Goel worked for McKinsey & Company where he worked on Strategy and M&A for clients in Continental Europe and India. His areas of expertise are technology, entrepreneurship, people development and emerging markets (particularly India). Talent Management and Remuneration Mr. Christian Brun: Mr. Brun is Chief Executive Officer and a founding Partner of Wellesley Partners. He has over 23 years experience in executive recruitment across Europe and Asia Pacific, with a particular focus on the financial services sector. His areas of expertise are talent acquisition, compensation and financial services. Mrs. Natascha van Boetzelaer: Mrs. van Boetzelaer is a Partner at Egon Zehnder. She founded and led the firm s digital practice for many years and advises disruptive and disrupted companies on digital capabilities globally, across sectors, both at the executive and non-executive levels. Her areas of expertise are digital strategy and disruption, entrepreneurship, investment, leadership assessment and development, and business development. Corporate Restructuring Mr. Craig Norris: Mr. Norris is a senior executive with 25 years experience in financial services. He was Managing Director, Head of South East Asia and Australasia Special Situations Group at J.P. Morgan based in Hong Kong. Previously he worked at Barclays and Credit Suisse. His areas of expertise are financial services, distressed debt, corporate restructuring and emerging markets. Government, Regulatory and Risk Mr. Paul Schulte: Mr. Schulte is the founder of Schulte Research, set up in 2012 researching financial institutions and financial technology. He has worked for all 3 branches of the US government, including the National Security Council at the White House. He currently teaches in 3 universities, has written 5 books and authored hundreds of articles. His areas of expertise are financial services and technology. Mr. Krishna Shanmuganathan: Mr. Shanmuganathan is a Director and Founder of Scylax Partners. Prior to founding Scylax, he was the Managing Partner of Hakluyt (Asia). Mr. Shanmuganathan also served as a Diplomat for the UK s Foreign and Commonwealth Office. His areas of expertise are geopolitical risk, cyber, government & regulation and emerging markets. Table of Contents Business Strategy Our acquisition and value creation strategy will be to identify and complete our initial business combination with a financial services, technology, or climate focused business operating in the financial services sector with a bias towards the Asia Pacific region. A target of this nature complements the experience of our management team and sponsor and can benefit from our operational expertise. Our selection process will leverage our broad and deep network of relationships, unique industry expertise and proven deal-sourcing and execution capabilities to provide us with a strong pipeline of potential targets. Our management and directors have significant experience in: originating, evaluating and cultivating a pipeline of both traditional and technology-led companies operating in the financial services sector; identifying companies and opportunities that are mispriced or misunderstood due to macroeconomic, regulatory or company-specific factors; conducting commercial, financial, technology and operational due diligence on prospective targets executing mergers and acquisitions transactions, structuring transactions, and negotiating terms that drive long-term value creation; managing and operating financial services businesses, setting and changing strategies, and identifying, mentoring and recruiting highest quality talent; and partnering with company management teams to define strategies, deliver operational improvements and unlock long-term value. We expect the relationships and networks of our management team, Board of Directors and our sponsor will provide us with a robust pipeline of potential acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate the parameters of our search for a target company and a potential business combination and then begin the process of pursuing and reviewing potentially interesting leads. Competitive Strengths We believe that the sourcing, valuation, diligence and execution capabilities of our team will provide us with a significant pipeline of differentiated opportunities from which to evaluate and select a business that will benefit from our expertise. Our competitive strengths include the following, and are derived from our management team, board of directors and sponsor: Deal sourcing. Extensive experience and relationships in the financial services and technology industry, particularly within the Asia Pacific region. We believe we will have unique access to a pipeline of acquisition opportunities that may not be easily replicable by other market participants. Regional insight and expertise. Deep regional insight and domain expertise in the financial services and technology sector, which will be attractive and a point of differentiation to potential targets. In addition, the management team and Board of Directors have over 130 years of experience in the Asia Pacific region. Table of Contents Transaction and deal experience. Significant corporate transaction experience, including mergers and acquisitions, direct investments and capital raisings within the financial services sector. The founding partners of our sponsor s affiliate, Serendipity Capital, have collectively executed over US$80 billion worth of transactions in the financial services sector over their careers. Financial services management and operating experience. Members of our management team, board of directors and sponsor have held senior leadership, operational and technology roles in financial services businesses, many within the Asia Pacific region. We believe this will enable us to offer unique perspectives and opportunities for value enhancement to prospective targets Business Combination Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. Operations focused on the Asia Pacific region. We will seek a target with operations in the Asia Pacific region. Our management team and our sponsor have significant experience and deep relationships within the region, which will provide access to a broad range of opportunities, many of which may be unique. Strong and capable management team. We plan to seek a target with an established management team that has a demonstrable track record of value creation and a deep understanding of the financial services industry. In addition, we will seek management teams that are able to benefit from our deep industry operating experience, insights and relationships. Attractive market opportunity. We will priortise markets with attractive dynamics, and markets that are attractive through large size and/or rates of growth. Opportunity to add value to the target. Our management team, Board of Directors and sponsor have significant operating expertise and deep relationships within the financial services and technology industries. We will seek a target where these capabilities can be leveraged to improve the operation and market position of the target. Suitable valuation. In evaluating opportunities, we will be disciplined on valuation having regard to the nature of the business, its capital intensity, and market valuations for comparable businesses. In addition, we will seek to negotiate valuation and terms that provide for meaningful upside potential to shareholders. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. Our Acquisition Process In evaluating a prospective initial business combination, we expect to conduct a thorough diligence review to determine a company s quality and intrinsic value. Our review process may include, Table of Contents among other things, detailed document reviews, financial analysis, technology reviews, management meetings, consultations with customers, competitors and industry experts as well as review of other information that will be made available to us. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view. Our officers and directors may directly or indirectly own our securities following this offering, and accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific targets for an initial business combination selected. Our officers and directors have not contacted nor had any discussions with possible target businesses in which they directly or indirectly proposed or encouraged a potential target to consider a possible combination with us. Certain of our officers and directors are employed by or affiliated with Serendipity Capital. Serendipity Capital is continuously made aware of potential investment opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to a business combination transaction with any prospective target business. Our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such team member, officer or director is or will be required to present a business combination opportunity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of them becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such opportunity to such entity and only present it to us if such entity rejects the opportunity. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our officers and directors may sponsor or form other blank check companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination given our access to a broad range of compelling technology investment opportunities through the broad international presence and deep local networks of our sponsor, officers and directors. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among Table of Contents various business activities, including identifying potential business combinations and monitoring the related due diligence. Sourcing of Potential Business Combination Targets We believe that the operational and transactional experience of our officers and directors and their respective affiliates and related entities and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential business combination targets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships with sellers, financing sources and target management teams. Our officers and directors and their respective affiliates and related entities have significant experience in executing transactions under varying economic and financial market conditions. We believe that these networks of relationships and this experience will provide us with important sources of investment opportunities. In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions. We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors or making the acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors (or their respective affiliates or related entities). In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. As more fully discussed in Management Conflicts of Interest, if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. Other Acquisition Considerations Our officers and directors may directly or indirectly own our ordinary shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and in the future any of our officers or directors may have additional, fiduciary or contractual obligations to other entities pursuant to which they are or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or Table of Contents contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands law, no director or officer shall be disqualified or prevented from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any director shall have an interest be liable to be avoided. A director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of such interest shall be disclosed at or prior to its consideration or any vote thereon by the board of directors. Our amended and restated memorandum and articles of association will also provide that, to the fullest extent permitted by applicable law, no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us and we renounce our interest in any business combination opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as an officer or director of the company and it is an opportunity that we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. Our team members, officers and directors may become an officer or director of another special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act even before we enter a definitive agreement regarding our initial business combination. Initial Business Combination The rules of the NYSE require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting commissions and taxes payable on the interest earned on the trust account). We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Additionally, pursuant to NYSE rules, any initial business combination must be approved by a majority of our independent directors. Unless we complete our initial business combination with an affiliated entity, or our board of directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our board of directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination. Table of Contents We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares and/or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not listed on the NYSE after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on the NYSE at the time of our initial business combination. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information Our executive offices are located at Level 11, Asia Square Tower 2, 12 Marina View, Singapore 018961, and our telephone number is +65 6678 6680. We intend to maintain a corporate website at www.serendipityacq.com following the consummation of this offering. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from March 3, 2021, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions Act (As Revised). Table of Contents We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30 and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 25,000,000 units (or 28,750,000 units if the underwriter s over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-third of one redeemable warrant. Table of Contents Proposed NYSE symbols Units: SCAC.U Class A ordinary shares: SCAC Warrants: SCAC WS Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus, unless Goldman Sachs (Asia) L.L.C. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after the completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K that includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriter s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter s over-allotment option. Units: Number outstanding before this offering 0 Table of Contents Number outstanding after this offering 25,000,000(1) Ordinary shares: Number outstanding before this offering 7,187,500(2)(3) Number outstanding after this offering 31,250,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,833,333(1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 13,166,667(1) Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies that contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon the completion of our initial business combination, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor 1 Assumes no exercise of the underwriter s over-allotment option. 2 Founder shares are currently classified as Class B ordinary shares, which will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. Such Class A ordinary shares issued upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. 3 Includes 937,500 founder shares that are subject to forfeiture. 4 Includes 25,000,000 public shares and 6,250,000 founder shares, assuming 937,500 founder shares have been forfeited. Table of Contents or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of Table of Contents redemption described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement, provided that, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable Table of Contents blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Table of Contents Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at a price of $0.10 per warrant upon a minimum of 30 days prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Shareholders Warrants ; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A Table of Contents ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Founder shares On March 5, 2021, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in consideration of 7,187,500 Class B ordinary shares, par value $0.0001 per share. On March 16, 2021, our sponsor transferred 718,750 founder shares to Stephen Fitzgerald, including 93,750 shares that are subject to forfeiture in the event the underwriter s over-allotment option is not exercised. Further, on March 16, 2021, our sponsor transferred 15,000 founder shares to each of our three independent director nominees, which shares will not be subject to forfeiture in the event the underwriter s over-allotment option is not exercised. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization, a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 937,500 founder shares are subject to forfeiture, Table of Contents depending on the extent to which the underwriter s over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any extended time in which we have to consummate a business combination beyond the aforementioned period as a result of a shareholder vote to amend our amended and restated memorandum and articles of association (an Extension Period ), or (B) with respect to any other provision relating to the Table of Contents rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our initial shareholders have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to the founder shares, we would need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A)(i) with regards to 25% of the founder shares held by our initial shareholders, three years after the completion of the initial business combination, (ii) with regards to a further 25% of the founder shares held by our initial shareholders, four years after the Table of Contents completion of the initial business combination, (iii) with regards to any remaining founder shares held by our initial shareholders, five years after the completion of the initial business combination, and (B) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares (which such Class A ordinary shares issued upon conversion will not have redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of this offering, plus (ii) the total number of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans, unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. Any Table of Contents conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Appointment of directors; voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting, which shall include the affirmative vote of a simple majority of our Class B ordinary shares. Additionally, in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor and Stephen Fitzgerald have committed, pursuant to a written agreement, to respectively purchase 4,350,000 and 483,333, or an aggregate of 4,833,333 private placement warrants (or 5,333,333 private placement warrants if the underwriter s over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($7,250,000 in the aggregate or $8,000,000 if the underwriter s over-allotment option is exercised in full), in a private placement Table of Contents that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor, Stephen Fitzgerald or their respective permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice Table of Contents of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in the trust account Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriter s over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account at Citibank NA, NY located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $8,750,000 (or $10,062,500 if the underwriter s over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial Table of Contents business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering or during any Extension Period, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering or during any Extension Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $250,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,100,000 in working capital after the payment of approximately $1,150,000 in Table of Contents non-reimbursed expenses relating to this offering; and any loans or additional investments from our sponsor, its affiliates or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon the completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations Table of Contents ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, officers, directors, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, officers, directors, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer Table of Contents subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Effecting Our Initial Business Combination Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, officers, directors, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon the completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account Table of Contents calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or Table of Contents cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes, or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum Table of Contents and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. A quorum for such meeting will be present if holders of one-third of the issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. In such case, our initial shareholders have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to the founder shares, we would need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. The quorum and voting thresholds, and the voting agreements of our initial shareholders will make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. Table of Contents If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, then, pursuant to our amended and restated memorandum and articles of association, a public shareholder, together with Table of Contents any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon the completion of our initial business combination, to pay the underwriter their deferred underwriting commissions, to pay all or Table of Contents a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for the maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering as extended by any Extension Period to consummate our initial business combination. If we have not consummated an initial business combination within 24 months from the closing of this offering or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of Table of Contents other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). The underwriter has agreed to waive its rights to deferred underwriting commissions held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the Table of Contents trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, officer, director or any other person. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers, directors or their affiliates for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans that may be made by our sponsor, its affiliates or certain of our officers and directors to finance transaction costs in connection with an intended initial business Table of Contents combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor, its affiliates or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Summary of Risk Factors We are a newly incorporated exempted company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled Risk Factors, alone or in combination with Table of Contents other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a recently incorporated exempted company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern in its report. Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. The requirement that we complete an initial business combination within 24 months (or such later date as approved by our shareholders) after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak and the status of debt and equity markets. We may not be able to consummate an initial business combination within 24 months after the closing of this offering or during any Extension Period, in which case (unless such date is extended by our shareholders) we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. Table of Contents If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public float of our Class A ordinary shares or public warrants. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. NYSE may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. We may engage one or more of our underwriter or one of their respective affiliates to provide additional services to us after this offering, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriter is entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after this offering, including, for example, in connection with the sourcing and consummation of an initial business combination. You will not be entitled to protections normally afforded to investors of many other blank check companies. As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering as extended by the duration of any Extension Period, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time. Table of Contents Our sponsor may receive additional Class A ordinary shares if we issue shares to consummate an initial business combination. We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights. After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in any such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which we operate. Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited. Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001851991_lazard_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001851991_lazard_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e06098a80c4625be07056419a520e199ce59462d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001851991_lazard_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the second amended and restated memorandum and articles of association that we will adopt prior to the consummation of this offering; Companies Act are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to the holders of our founder shares immediately prior to this offering; Lazard are to Lazard Ltd, a company incorporated under the laws of Bermuda, and its subsidiaries, including Lazard Group LLC, a Delaware limited liability company ( Lazard Group ); management or our management team are to our officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders to the extent our initial shareholders purchase public shares; provided that our initial shareholders status as a public shareholder will only exist with respect to such public shares; public warrants are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); sponsor are to LFACo 1 LLC, a Delaware series limited liability company; and we, us, our, company or our company are to Lazard Fintech Acquisition Corp. I, a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Table of Contents PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution. The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discounts and commissions) will be as follows: SEC expenses $ 31,366 FINRA expenses 43,625 Accounting fees and expenses 43,260 Printing and engraving expenses 30,000 Travel and road show expenses Legal fees and expenses 511,000 Nasdaq listing and filing fees 75,000 Miscellaneous expenses 50,000 Total $ 784,251 Item 14. Indemnification of Directors and Officers. Cayman Islands law does not limit the extent to which a company s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We will enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We expect to purchase a policy of directors and officers liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Table of Contents If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant(2) 28,750,000 units $10.00 $287,500,000 $31,366.25 Class A ordinary shares included as part of the units(3) 28,750,000 shares (4) Redeemable warrants included as part of the units(3) 7,187,500 warrants (4) Total $287,500,000 $31,366.25(5) (1) Estimated solely for the purpose of calculating the registration fees. (2) Includes 3,750,000 units, consisting of 3,750,000 Class A ordinary shares and 937,500 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share sub-division, share dividend, or similar transactions. (4) No fee pursuant to Rule 457(g). (5) The filing fee has been previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Except where indicated, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the company only has ordinary shares in issue. General Lazard Fintech Acquisition Corp. I is a newly organized blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. Lazard Ltd, an affiliate of our sponsor, intends to use resources across its international financial advisory and asset management businesses to source and evaluate attractive, high growth private companies in the financial technology and the financial services and technology industries that offer a differentiated technology platform or product for interfacing with the financial services sector (collectively, fintech ). We believe the growth-oriented subsectors of the fintech industry present particularly attractive investment opportunities, though we will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. To date, our efforts have been limited to organizational activities. Our Sponsor and Its Affiliates Lazard, one of the world s preeminent international financial advisory and asset management firms, operates from 41 cities across 26 countries in North America, Europe, Asia, Australia and Central and South America. With origins dating to 1848, Lazard has long specialized in crafting solutions to the complex financial and strategic challenges of its clients. Lazard focuses primarily on two businesses, financial advisory and asset management, and serves a diverse set of clients around the world, including corporations, partnerships, institutions, governments and high-net-worth individuals. We believe we will be able to leverage Lazard s proprietary network of relationships to help us source and consummate our initial business combination. Lazard is one of the world s leading financial advisory firms and offers a wide array of services regarding mergers and acquisitions, capital structure, restructurings, shareholder advisory, sovereign advisory, capital raising and other strategic advisory matters. Lazard s financial advisory business is distinguished by senior banker involvement, deep industry sector expertise and global reach. Lazard is regularly involved in large, complex and industry-defining transactions, often across national borders. In the last five years, Lazard has advised on approximately $1.8 trillion of mergers and acquisitions, according to Dealogic data. Lazard s asset management business serves investors around the world with a broad range of global investment solutions and investment management services. Lazard has built the business over decades with an emphasis on strategies that benefit from intensive proprietary research and active management, and the result has been a strong pattern of long-term performance, global perspective and deep insight into local markets. Lazard s asset management business offers a broad range of global investment solutions and investment management services in equity and fixed income strategies, asset allocation strategies, alternative investments and private equity funds. As of September 30, 2021, Lazard s asset management business managed approximately $273 billion of assets on behalf of corporations, public funds, sovereign entities, endowments and foundations, labor funds, financial intermediaries and private clients. Table of Contents Item 15. Recent Sales of Unregistered Securities. On March 12, 2021, our sponsor paid an aggregate purchase price of $25,000, or approximately $0.0035 per share, to subscribe for an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in our sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our sponsor is to act as our company s sponsor in connection with this offering. Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 5,500,000 private placement warrants (or 6,000,000 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($8,250,000 in the aggregate or $9,000,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. Item 16. Exhibits and Financial Statement Schedules. The Exhibit Index is incorporated herein by reference. Item 17. Undertakings. i. The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. ii. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. iii. The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 2, 2021 PRELIMINARY PROSPECTUS $250,000,000 LAZARD FINTECH ACQUISITION CORP. I 25,000,000 units Lazard Fintech Acquisition Corp. I is a newly organized blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. Lazard Ltd, an affiliate of our sponsor, intends to use resources across its international financial advisory and asset management businesses to source and evaluate attractive, high growth private companies in the financial technology and the financial services and technology industries that offer a differentiated technology platform or product for interfacing with the financial services sector (collectively, fintech ). We believe the growth-oriented subsectors of the fintech industry present particularly attractive investment opportunities, though we will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. We have not selected any potential business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering or during any Extension Period (as defined herein), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, LFACo 1 LLC, a Delaware series limited liability company, has agreed to purchase 5,500,000 warrants (or 6,000,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. Our initial shareholders currently own 7,187,500 Class B ordinary shares, up to 937,500 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the election of directors. Table of Contents While Lazard s employees will not be our employees, we expect to utilize Lazard s scale and reach, including the reach of its professionals, as a source of potential opportunities for our initial business combination. Specifically, we expect we will be able to leverage the following resources: Financial Advisory: Lazard has a distinctive network of deeply established relationships with meaningful insight and expertise across industry sectors, including the fintech sector, and geographies. We will have direct access to more than 180 managing directors in financial advisory across the globe, as well as other investment banking professionals, to identify opportunities in the areas that we deem appropriate and attractive for our initial business combination. Lazard Asset Management: Lazard s leading asset management business has approximately $273 billion of assets under management as of September 30, 2021 and more than 300 investment professionals globally. Over 80% of the assets in Lazard s client portfolios are invested in actively managed equity strategies, including notable U.S. equity and global thematic strategies with long-term track records that are the product of fundamental, proprietary investment analysis. We believe that Lazard s asset management investment expertise and its deep knowledge of and familiarity with the institutional investor marketplace will be valuable as we analyze and execute potential business combination opportunities. Private Capital Advisory: Lazard is a global leader in raising capital and providing capital solutions for private investment funds. Members of Lazard s team have been involved in hundreds of private capital-raising assignments since its establishment utilizing broad institutional investor coverage networks and they have cultivated relationships with over 1,500 investing institutions globally. We believe that the Lazard private capital advisory team s longstanding relationships with financial sponsors will serve as a distinct sourcing channel for identifying potential business combination targets, while their relationships with institutional investors could provide access to additional financing sources for our initial business combination. Shareholder Advisory: Lazard s shareholder advisory team serves corporate leaders and public company directors with timely insights regarding their shareholders. The shareholder advisory team includes professionals with decades of expertise in capital markets and corporate governance, who will advise us regarding governance and shareholder engagement for our initial business combination target. Data Analytics: We expect to be able to leverage the capabilities of Lazard s data science team to help us identify, screen and analyze potential targets. Over the last five years, this group within Lazard has developed proprietary analytic tools using machine learning, artificial intelligence and natural language processing. Lazard prides itself on, and believes it differentiates itself from its competitors by, being able to offer a high level of attention from senior personnel to its clients. We believe the vast experience, relationships and involvement of Lazard professionals to be an important resource for potential business combinations. Lazard also has extensive global experience covering the fintech industry across its subsectors. We believe we will benefit from Lazard s fintech and industry relationships with private equity firms, venture capital firms, start-ups and corporations. Lazard s asset management business regularly evaluates and invests in IPOs in the fintech industry, and we believe we can leverage this expertise to help us evaluate potential business combination targets. In the last five years, Lazard has advised on over $355 billion of financial services and technology mergers and acquisitions, according to Dealogic data. Lazard s recent fintech financial advisory transaction experience includes: Nexi / Nets In 2020, Nexi announced its acquisition of Nets, creating a leading pan-European paytech company and positioning the combined firm to drive the transition to digital payments in Europe; Lazard advised Nexi on the acquisition; Table of Contents EXHIBIT INDEX Exhibit No. Description 1.1 Form of Underwriting Agreement.** 3.1 First Amended and Restated Memorandum and Articles of Association.** 3.2 Form of Second Amended and Restated Memorandum and Articles of Association.** 4.1 Specimen Unit Certificate.** 4.2 Specimen Class A Ordinary Share Certificate.** 4.3 Specimen Warrant Certificate.** 4.4 Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** 5.1 Opinion of Cravath, Swaine & Moore LLP.** 5.2 Opinion of Appleby (Cayman) Ltd., Cayman Islands Legal Counsel to the Registrant.* 10.1 Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.** 10.2 Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the holders signatory thereto.** 10.3 Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.** 10.4 Form of Indemnity Agreement.** 10.5 Form of Letter Agreement between the Registrant, the Sponsor, the other holders signatory thereto and each director and officer of the Registrant.** 10.6 Promissory Note, dated as of March 12, 2021, between the Registrant and the Sponsor.** 10.7 Amendment to Promissory Note, dated as of August 19, 2021, between the Registrant and the Sponsor.** 10.8 Securities Subscription Agreement, dated as of March 12, 2021, between the Registrant and the Sponsor.** 10.9 Form of Administrative Support Agreement between the Registrant and an affiliate of the Sponsor. ** 23.1 Consent of Marcum LLP.* 23.2 Consent of Cravath, Swaine & Moore LLP (included in its form of opinion filed as Exhibit 5.1 hereto).** 23.3 Consent of Appleby (Cayman) Ltd. (included in its form of opinion filed as Exhibit 5.2 hereto).* 24 Power of Attorney (included on signature page to the initial filing of this Registration Statement).** 99.1 Consent of Philp Hadley.** 99.2 Consent of Tamar Yassur.** 99.3 Consent of J.D. Moriarty.** 99.4 Consent of Amit Seru.** * Filed herewith ** Previously filed Table of Contents Prior to this offering, there has been no public market for our securities. We have applied to have our units listed on the Nasdaq Capital Market, or the Nasdaq, under the symbol LFTAU. We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on the Nasdaq under the symbols LFTA and LFTAW, respectively, on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the underwriters permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 38 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities. Per Unit Total Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 13,750,000 Proceeds, before expenses, to us $ 9.45 $ 236,250,000 (1) Includes $0.35 per unit, or $8,750,000 in the aggregate (or $10,062,500 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee, and $3,250,000 will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. At our request, the underwriters have agreed to reserve up to 1,250,000, or 5% (or 4.4% assuming the underwriters over-allotment option is exercised in full), of the units offered for sale in this prospectus, at the initial public offering price, to certain employees of Lazard (including our officers). We refer to this as our Directed Unit Program. Sales in the Directed Unit Program will be made at our direction by Goldman Sachs & Co. LLC. Any reserved units not purchased in the Directed Unit Program will be offered by the underwriters to the general public on the same terms as the other units. See Underwriting Directed Unit Program. Lazard Fr res & Co. LLC, an affiliate of our sponsor, is acting as our financial advisor in connection with this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Book-Running Manager Goldman Sachs & Co. LLC The date of this prospectus is , 2021 Table of Contents Euronext / Borsa Italiana In 2020, Euronext announced its acquisition of 100% of London Stock Exchange Group Holdings, the holding company of the Borsa Italiana Group, creating a leading pan-European market infrastructure company; Lazard advised CDP Equity on its investment in support of Euronext s acquisition; Kony / Temenos In 2019, Temenos announced its acquisition of Kony, a leading digital banking SaaS company; Lazard advised Kony on its sale; GI Partners / Insurity In 2019, GI Partners announced its acquisition of Insurity, a leading software platform for the Property & Casualty insurance industry, aiming to expand its leadership in policy administration and related software solutions; Lazard advised Insurity on its sale; Morningstar / DBRS In 2019, Morningstar announced its acquisition of DBRS, expanding global asset coverage and providing investors with an enhanced platform for fixed-income analysis and research; Lazard acted as sole financial advisor to DBRS and its financial sponsors, Carlyle and Warburg Pincus; Blackstone / Thomson Reuters Financial & Risk Division In 2018, private equity funds managed by Blackstone announced their acquisition of a 55% interest in Thomson Reuters Financial & Risk business, carving out and rebranding the business as the Refinitiv business as well as planning to invest in enhanced capabilities for Refinitiv s leading trading and risk management platforms; Lazard acted as sole financial advisor to The Woodbridge Company, the principal and controlling shareholder of Thomson Reuters; and Blackstone and CVC / Paysafe In 2017, Blackstone and CVC Capital Partners announced their acquisition of Paysafe, an online-payments company, seeking to support the payment platform s continued innovation and organic and inorganic growth; Lazard advised Paysafe on its sale. Our Management Team Our management team is led by Alexander Stern, our Executive Chairman, Eyal Ofir, our Chief Executive Officer, and Mary Ann Deignan, our Chief Financial Officer. Mr. Stern, Mr. Ofir and Ms. Deignan are also employees of Lazard and have significant experience serving their clients in connection with mergers and acquisitions, capital structure, restructurings, shareholder advisory, sovereign advisory, capital raising and other strategic advisory matters. Alexander Stern serves as our Executive Chairman and a Director. Mr. Stern has served as President of Lazard Ltd and Lazard Group since June 2019 and as a Managing Director of Lazard since 2002. Mr. Stern has previously served in various other leadership capacities at Lazard, including Chief Executive Officer of Lazard s financial advisory business, Chief Operating Officer of Lazard and Global Head of Strategy of Lazard. Mr. Stern also serves as the Executive Chairman and a Director of Lazard Growth Acquisition Corp. I ( LGAC I ) and of Lazard Healthcare Acquisition Corp. I ( LHCA I ), special purpose acquisition companies sponsored by indirect subsidiaries of Lazard Ltd (and therefore affiliates of our sponsor). Mr. Stern is recognized as a proven financial advisor in the technology sector with a track record of leading complex transformational growth and value creation initiatives for clients. Prior to joining Lazard, Mr. Stern held various positions with Patricof & Co. Ventures and IBM. Mr. Stern is Chairman of the LUNGevity Foundation and a member of the Board of Advisors for the School of Engineering and Applied Sciences of the University of Pennsylvania. Mr. Stern earned a B.S. from Duke University, an M.S.E. from the School of Engineering and Applied Science at the University of Pennsylvania and an M.B.A. from the University of Pennsylvania, Wharton School. Eyal Ofir serves as our Chief Executive Officer and a Director. Mr. Ofir is a Managing Director in Lazard s Financial Institutions Group where he advises a broad range of global financial institutions, specializing in Table of Contents SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 3 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 2nd day of November, 2021. LAZARD FINTECH ACQUISITION CORP. I By: /s/ Eyal Ofir Name: Eyal Ofir Title: Chief Executive Officer * * * Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 3 to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date * Executive Chairman and Director November 2, 2021 Alexander Stern /s/ Eyal Ofir Eyal Ofir Chief Executive Officer and Director (Principal Executive Officer) November 2, 2021 * Mary Ann Deignan Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) November 2, 2021 * By: /s/ Eyal Ofir Eyal Ofir Attorney-in-fact Table of Contents fintech. Mr. Ofir also serves as the Chief Executive Officer and a Director of LGAC I, a special purpose acquisition company sponsored by an indirect subsidiary of Lazard Ltd (and therefore affiliate of our sponsor). Over the course of his career, Mr. Ofir has advised on a multitude of mergers, acquisitions, divestitures, leverage buyouts, IPOs and other capital markets transactions. Prior to joining Lazard, Mr. Ofir worked in Ernst & Young s Transaction Advisory Services group and served as a Captain in the Israeli Navy. Mr. Ofir serves as Director and Treasurer of the National Psoriasis Foundation and as a member of the Investment Committee for the endowment of Hadassah, the Women s Zionist Organization of America, Inc. Mr. Ofir received a B.A. from the Hebrew University of Jerusalem with a double major in Economics and Accounting and an M.B.A. from the University of Chicago Booth School of Business, where he was a Dennis W. and Jane B. Carlton Fellow. Mary Ann Deignan serves as our Chief Financial Officer and a Director. Ms. Deignan is a Managing Director and Co-Head of Capital Markets Advisory at Lazard, advising clients on shareholder activism, strategic investor relations, capital raising and corporate governance. Ms. Deignan also serves as the Chief Financial Officer and a Director of LGAC I and of LHCA I, special purpose acquisition companies sponsored by indirect subsidiaries of Lazard Ltd (and therefore affiliates of our sponsor). Ms. Deignan joined Lazard from Bank of America Merrill Lynch, where she was Co-Head of Global Equity Capital Markets, a role she assumed after her tenure as Head of Americas Equity Capital Markets. She also worked for UBS as Head of Americas Equity Capital Markets. Ms. Deignan began her career at Bankers Trust in leveraged finance. Ms. Deignan provides expert guidance across regions and market sectors on a range of shareholder and corporate finance matters including activism preparedness and defense, investor perspectives on M&A and strategic actions, IPO advisory and capital raising, trends in ESG and corporate governance. Ms. Deignan has extensive knowledge of the global equity markets and public market investors. Ms. Deignan is on the Investment Committee of the Margaret A. Cargill Philanthropies and the Board of Advisors at the Hospital for Special Surgery in NYC. She has a B.A. from Mount Holyoke College and an M.B.A. from the Tuck School at Dartmouth. Our management team has extensive experience undertaking whole company and carve-out mergers and acquisitions, assessing IPO-readiness, overseeing business integrations, directing transformational growth strategies and identifying potential synergies. We believe that our management team is exceptionally capable of identifying attractive businesses, executing both whole-company and carve-out acquisitions, and adding value post-deal completion. We believe our management team s ability to identify and implement transformational growth and operational value creation initiatives will remain central to our differentiated acquisition strategy. Additionally, Lazard s extensive global network of investment bankers, leading financial sponsor relationships and strong founder-led business track record will enable us to pursue a broad range of attractive acquisition opportunities. Our network and affiliation with Lazard will allow us to rely on an existing infrastructure of resources that will assist in due diligence and, ultimately, structuring and executing an acquisition. Our Independent Director Nominees Our efforts to seek a suitable business combination target will be complemented and augmented by the expertise and network of the relationships of our independent director nominees, Mr. Philip Hadley, Mr. J.D. Moriarty, Dr. Amit Seru and Ms. Tamar Yassur, each of whom has extensive experience in business and financial matters, as well as a deep understanding of the fintech sector. For additional information regarding our independent director nominees, see Management Officers, Directors and Director Nominees. Industry Opportunity We intend to focus our search on fintech companies that offer a differentiated technology platform or product for interfacing with the financial services sector, but we may acquire a business in any industry. Over the Table of Contents past several years, financial services providers have increasingly adopted more sophisticated technologies, and we expect this trend to continue and accelerate. We believe that there are many potential targets within the fintech space that could be well-suited for an initial business combination. These potential targets exhibit a broad range of business models and financial characteristics that range from very high-growth, innovative companies to established businesses with recurring revenues and strong cash flows. We believe the fintech industry is attractive for a number of reasons: Large Total Addressable Market: The financial services industry represents a significant part of the economy. According to the U.S. Bureau of Economic Analysis, the financial services industry reached approximately 8%, or $1.7 trillion, of U.S. gross domestic product in 2020. Additionally, as fintech continues its transition from a business model unto itself to an embedded part of technology companies, the industry is poised to expand significantly, with thousands of venture capital deals anticipated in the fintech sector alone; Bain Capital estimates this transformation will create $3.6 trillion of value. Broad Universe of Potential Targets: The total global investment in fintech has risen substantially, from $9 billion in 2010 to over $105 billion in 2020. As investment has increased, the number of private fintech unicorns has expanded substantially. Additionally, there are now more than 10,000 fintech startups operating globally. Pace of Growth and Innovation Across Subsectors: In fintech, we believe the pace of innovation in the private and public sectors is accelerating. There has been significant disruption and change in the delivery of financial services across many subsectors in recent years, including, among others: o APIs, including open banking and account connectivity; o Banking technology; o Big data, analytics and information technology; o Digital assets and blockchain technology; o Exchanges and trading platforms, including capital markets technology; o Insurance technology and services ( insurtech ); o Lending and underwriting technology; o Payments; o Real estate, mortgage and prop tech services ( proptech ); o Regulatory technology for financial services ( regtech ); o Risk technology, including fraud and identity protection and cyber and data security; and o Wealth management technology ( wealthtech ). Accelerated Adoption Rate for Innovation in Financial Services: Over the last decade, fintech has steadily increased its share of the global economy, and the financial services industry has become one of the largest consumers of technology worldwide, spending over $500 billion on technology annually. These adoption levels continue to benefit from robust secular tailwinds including the growth in digital commerce, the proliferation of mobile technology, the ubiquitous acceptance of digital payments and continuous technological advancement, positioning the sector for long-term growth. Attractive for Public Markets: Over the past few years, the public market s demand for high-growth fintech prospects has increased, as public market investors continue to seek access to innovative private fintech companies that offer disruptive technologies and solutions. Table of Contents Our Business Strategy Our objective is to acquire a high-quality business that can generate attractive, risk-adjusted returns for shareholders. To that end, our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, enhance the growth of a company in the fintech industry that complements the experience and expertise of Lazard and our management team. Our selection process will leverage Lazard s and our management team s extensive global network of relationships, deep industry knowledge across multiple geographies, transaction execution experience and deal sourcing capabilities that provide access to a broad spectrum of acquisition opportunities. We believe Lazard s distinguished reputation and vast network of institutional relationships will differentiate us as a partner to potential targets. We believe that the following differentiated value propositions will allow us to bring to the public market a highly attractive business: Best-in-Class Sourcing Capabilities: Lazard s preeminent global network of vast and deep relationships with financial services and technology company CEOs, founders, boards of directors and private equity sponsors provides us with a proprietary avenue for sourcing target businesses. Deep Insights Across the Fintech Industry: We believe that Lazard s and our management team s extensive knowledge of the fintech industry, understanding of economic, political and regulatory nuances globally and expertise in technology go-to-market strategies and business models provide us with a differentiated ability to evaluate promising target businesses. Proven Experience in Consummating Transactions: We believe that Lazard s and our management team s extensive mergers and acquisitions experience, with a distinct reputation for navigating transaction complexities, is a significant advantage. Lazard and our management team have demonstrated ability to negotiate and structure transactions, evaluate corporate strategies, access growth capital and develop appropriate capital structures, including for many industry-defining transactions in the financial services and technology industries. Extensive Understanding of Capital Markets and Public Market Investors: Lazard is a world-leading advisor to public company boards of directors and executives, including those of many fintech companies, on matters of public markets, corporate strategy, shareholder engagement and ESG. We believe that the significant knowhow of Lazard and our management team will allow us to effectively gauge target companies that possess a readiness for being public, as well as to support their executives in the process of going public. Significant Financial Services and Technology Investment Experience: Lazard s asset management business has extensive experience in analyzing attractive financial services and technology investments in individual equity opportunities as part of larger portfolios, including regularly evaluating and participating in IPOs, which have produced for its clients favorable risk-adjusted investment returns over long periods. We believe that Lazard s proficiency in this area can help us evaluate compelling business combination opportunities. We intend to focus our search on companies in the fintech industry that offer a differentiated technology platform or product suite for interfacing with the financial services sector, though we will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. Within the fintech industry, we see the following subsectors as particularly attractive investment opportunities: digital banking or lending, payments, financial software and data, insurtech, proptech, regtech and wealthtech. Table of Contents Our Acquisition Criteria Consistent with our acquisition and value creation strategy, we have developed the following high-level, non-exclusive investment criteria that we believe are important in evaluating prospective target businesses: Large and Growing Addressable Market: A business with significant opportunity to capture market share in a large and growing addressable market. Differentiated Position: A business that holds a compelling, sustainable competitive advantage in the industry in which it operates, with a differentiated product or service, such as a differentiated technology platform or product for interfacing with the financial services sector. Sources of differentiation may include: patents, brands, customer reputation or other intellectual property, unique technical expertise or personnel, innovative processes or proprietary sourcing or distribution or customer access. Significant Future Growth Prospects: A business that has multiple, diverse potential drivers of revenue growth and that operates in sectors supported by secular tailwinds. Attractive Prospective Return Profile: We view ourselves as rigorous, disciplined investors with a keen understanding of intrinsic and market valuations, as well as related potential risks. Accordingly, we will target businesses with attractive risk-return profiles and potential significant upside. Committed and Capable Management Team: We will seek to acquire a business with a professional management team whose interests are aligned with those of our investors. Where appropriate, we will enhance the capabilities of the target business s management team by recruiting additional talent through Lazard s network of contacts. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our board of directors may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet any of the above criteria, we will disclose that the target business does not meet all of our above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a comprehensive due diligence review. That due diligence review may include, among other things, financial statement analysis, document reviews, meetings with the target s management and other employees, consultations with relevant industry experts, competitors, customers and suppliers, as well as a review of additional information that we will seek to obtain as part of our analysis of a target company. We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, a member of our management team or Lazard s historical clients. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor or a member of our management team, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions Table of Contents regarding possible target businesses among themselves or with our underwriters or other advisors. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Certain of our directors, director nominees and officers presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including separate special purpose acquisition companies sponsored by indirect subsidiaries of Lazard Ltd and affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. For further information, see Proposed Business Our Acquisition Process in this prospectus. Initial Business Combination So long as our securities are then listed on the Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. Our board of directors intends to make the determination as to fair market value of our initial business combination. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board of directors is less familiar or experienced with the target business, there is a significant amount of uncertainty as to the value of the target s assets or prospects, including if such target is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board of directors determines that outside expertise would be helpful or necessary in conducting such analysis. If our board of directors is unable to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. Unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We may, at our option, subject to applicable law, pursue an acquisition opportunity jointly with Lazard, one or more of Lazard s historical clients, one or more entities affiliated with Lazard and/or one or more Lazard Funds and/or one or more investors in Lazard Funds, which we refer to as a Joint Acquisition, though we will not pursue a Joint Acquisition with another blank check company. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a specified future issuance throughout this prospectus. The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. This is not an offer for any specified future issuance. Pursuant to the anti-dilution provisions of our Class B ordinary shares, any such specified future issuance would result in an adjustment to the conversion ratio such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all ordinary shares outstanding upon completion of this offering plus all shares issued in the specified future issuance, unless the holders of a majority of the then- Table of Contents outstanding Class B ordinary shares agreed to waive such adjustment with respect to the specified future issuance at the time thereof. We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our ordinary shares. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, which we refer to as the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not then listed on the Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Corporate Information Our executive offices are located at 30 Rockefeller Plaza, New York, New York 10112 and our telephone number is (212) 632-6000. Upon completion of this offering, we will maintain a corporate website at https://LFTA.lazard.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not deemed to be incorporated by reference in, and is not considered a part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decisions whether to invest in our securities. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption Table of Contents undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions Act (2018 Revision). We are also an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the last business day of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the last business day of that year s second fiscal quarter. After completion of this offering and until the completion of our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. As a result, the Nasdaq will consider us to be a controlled company within the meaning of the Nasdaq corporate governance standards. Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements. We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of the Nasdaq, subject to applicable phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. Table of Contents The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 25,000,000 units (or 28,750,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-fourth of one redeemable warrant. Proposed Nasdaq symbols Units: LFTAU Class A ordinary shares: LFTA Warrants: LFTAW Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Goldman Sachs & Co. LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form Table of Contents 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units Number outstanding before this offering 0 Number outstanding after this offering 25,000,000(1) Ordinary shares: Number outstanding before this offering 7,187,500(2)(3) Number outstanding after this offering 31,250,000(1)(2)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 5,500,000(1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 11,750,000(1) Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-fourth of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. (1) Assumes the underwriters do not exercise the over-allotment option and the corresponding forfeiture by our sponsor of 937,500 founder shares. (2) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the Table of Contents holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. (3) Includes 937,500 founder shares that are subject to forfeiture. (4) Includes 25,000,000 public shares and 6,250,000 founder shares, assuming 937,500 founder shares have been forfeited. Exercise Price $11.50 per whole share, subject to adjustment as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions) and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per Table of Contents Class A ordinary share equals or exceeds $18.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Notwithstanding the foregoing, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; for cash; at a price of $0.01 per warrant; Table of Contents upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price, which we refer to as the closing price , of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the average last reported sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which notice of redemption is sent to the holders of warrants (the "redemption fair market value") over the warrant price (as defined in the warrant agreement) by (y) the redemption fair market value. Please see Description of Securities Warrants Public Shareholders Warrants for additional information. Founder shares On March 12, 2021, our sponsor paid an aggregate purchase price of $25,000, or approximately $0.0035 per share, to subscribe for an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001. Prior to the initial investment in the company of $25,000 by our sponsor, our company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to our company by the number of founder shares issued. If we increase or decrease the size of this offering, we will Table of Contents effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 937,500 founder shares are subject to forfeiture by our sponsor, depending on the extent to which the underwriters over-allotment option is exercised. Our sponsor transferred 25,000 founder shares to each of our independent director nominees (none of which are subject to forfeiture in the event that the underwriters over-allotment option is not exercised in full). The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our initial shareholders and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering or during any extended time that we have to consummate a business combination beyond 24 months as a result of a shareholder vote to amend our amended and restated memorandum and articles of association (an Extension Period ) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business Table of Contents combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law and pursuant to our amended and restated memorandum and articles of association, which requires the affirmative vote of shareholders holding a majority of the ordinary shares which are voted thereon in person or by proxy at a quorate general meeting of the company or a unanimous written resolution of all of our shareholders entitled to vote at a general meeting of the company. In such case, our initial shareholders and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to shares held by our initial shareholders and members of our management team, we would need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, our initial shareholders and each member of our management team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. We refer to such transfer restrictions throughout this prospectus as the lock-up . Any permitted transferees would be subject to the same restrictions and other agreements of our initial shareholders and our management team with respect to any founder shares. Table of Contents Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if we do not consummate an initial business combination, at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by our company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor or its affiliates upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Election of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by the affirmative vote of shareholders holding not less than 90% of the ordinary shares which are voted thereon in person or by proxy at a quorate general meeting of the company or by a unanimous written resolution of all of our shareholders entitled to vote at a general meeting of the company. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 5,500,000 private placement warrants (or 6,000,000 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to Table of Contents purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($8,250,000 in the aggregate or $9,000,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period, the private placement warrants will expire worthless. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis is because it is not known at this time whether holders of private placement warrants will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $8,750,000, or $10,062,500 if the underwriters over-allotment option is exercised in full, in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and Table of Contents regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering or during any Extension Period, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering or during any Extension Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.10% per year, we estimate the interest earned on the trust account will be approximately $250,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the portion of the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $2,465,749 in working capital after the payment of approximately $784,251 in expenses relating to this offering; and Table of Contents any loans or additional investments from our sponsor or its affiliates, although they are under no obligation to advance additional funds to us in such circumstances; provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on the Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. Our board of directors intends to make the determination as to fair market value of our initial business combination. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board of directors is less familiar or experienced with the target business, there is a significant amount of uncertainty as to the value of the target s assets or prospects, including if such target is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board of directors determines that outside expertise would be helpful or necessary in conducting such analysis. If our board of directors is unable to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. Unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed initial business combination will include such opinion. If our securities are not then listed on the Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. We may structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, including a Joint Acquisition. However, we will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target Table of Contents or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, management team, advisors or their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, management team, advisors or their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such Table of Contents reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, management team, advisors and their respective affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our initial shareholders and each member of our management team have entered into an agreement with us, pursuant to which they have Table of Contents agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination. Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination or seek to revise the terms of such business combination. In addition, if accepting all properly submitted redemption requests in connection with an amendment we seek to make to our amended and restated memorandum and articles of association would cause our net tangible assets to be less than $5,000,001, we would not proceed with such amendment or the related redemption of our public shares at such time. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company and any transactions where we issue more than 20% of our Table of Contents outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law and pursuant to our amended and restated memorandum and articles of association, which requires the affirmative vote of shareholders holding a majority of the ordinary shares which are voted thereon in person or by proxy at a quorate general meeting of the company or a unanimous written resolution of all of our shareholders entitled to vote at a general meeting of the company. Our initial shareholders and our management team who hold founder shares or public shares will count towards this quorum and, pursuant to the terms of an agreement entered into with us, have agreed to vote their founder shares and any public shares held by them in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our initial shareholders and members of our management team will own at least 20% of our outstanding ordinary shares entitled to vote thereon. As a result, in addition to shares held by our initial shareholders and members of our management team, we would need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed initial business combination or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. Table of Contents If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us, our sponsor or our management team to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder Table of Contents holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee or released to us to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering (or such extended time beyond 24 months as a result of a shareholder vote to amend our amended and restated memorandum and articles of association) to consummate our initial business combination. If we have not consummated an initial business combination within 24 months from the closing of this offering or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public Table of Contents shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period. Our initial shareholders and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering or during any Extension Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our initial shareholders and each member of our management team have agreed, pursuant to an agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including Table of Contents interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any member of our management team or any other person. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by us to our sponsor, our management team or their respective affiliates for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants, in each case held in the trust account, prior to the completion of our initial business combination: repayment of a promissory note in an aggregate principal amount of up to $300,000 made to us by our sponsor to cover offering-related and organizational expenses; payments of $20,000 per month to an affiliate of our sponsor for office space, secretarial and administrative services; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; payment to Lazard, including to Lazard Fr res & Co. LLC, of fees for any financial advisory or other similar investment banking services provided to our company, and reimbursement of Lazard for any out-of-pocket expenses incurred by Lazard in connection with the performance of such services; and Table of Contents repayment of loans which may be made by our sponsor or an affiliate of our sponsor, if any, to finance transaction costs in connection with an intended initial business combination. Up to $2,000,000 of any such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such additional loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee Prior to the effectiveness of this registration statement, we will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, any member of our management team or their respective affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest Our sponsor beneficially owns substantially all of our outstanding ordinary shares prior to the consummation of this offering and is an affiliate of Lazard Fr res & Co. LLC, which is a financial advisor in connection with this offering and may be providing services in connection with identifying and investigating potential targets for, and the consummation of, our business combination. In addition, there may be situations in which members of our management team or Lazard have obligations or interests that actually or potentially conflict with our interests. These conflicts may not be resolved in our favor and, as a result, we may be denied certain investment opportunities or otherwise disadvantaged in some situations by the obligations or interests of our management team or our relationship to Lazard. For example, certain members of our management team presently have, and any of them in the future may have, additional fiduciary or contractual duties to other entities. In particular, indirect subsidiaries of Lazard Ltd (and therefore affiliates of our sponsor) sponsored separate special purpose acquisition companies formed for the purposes of effecting their own initial business combinations, LGAC I and LHCA I, and, Mr. Stern and Ms. Deignan are also members of the management teams of such special purpose acquisition companies and Mr. Ofir is a member of the management team of LGAC I. LGAC I completed its initial public offering in February 2021 and LHCA I has filed with the SEC a registration statement on Form S-1 for its possible initial public offering, and each, like us, may pursue Table of Contents initial business combination targets in any businesses or industries. Our management team is also not prohibited from sponsoring, investing or otherwise becoming involved with, any other special purpose acquisition companies, including in connection with their initial business combinations, prior to us completing our initial business combination. A special purpose acquisition company sponsored by an affiliate of our sponsor or with certain members of our management team also serving on its management team could pursue a business combination opportunity in the same or similar businesses or industries as us, the pursuit of which could create an actual or potential conflict of interest relating to what would otherwise be an opportunity for us. As a result, if any member of our management team becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing it. In addition, Lazard undertakes a wide range of financial advisory, investment banking, asset management and other activities for a wide variety of clients, including institutions, companies and individuals, and for its own account. Each of Lazard and such clients may compete with us for investment opportunities meeting our investment objectives. Investment ideas generated within Lazard, including by Mr. Stern, Mr. Ofir and Ms. Deignan and other persons who may make decisions for our company, may be suitable for both us and for an investment banking client or a current or future Lazard Fund or other internal investment vehicle, and may be directed to such client, Lazard Fund or other investment vehicle rather than to us. In addition, Lazard s advisory business may be engaged to advise the seller of a company, business or assets that would qualify as an investment opportunity for us. In such cases, we may be precluded from participating in the sale process or from purchasing the company, business or assets. Further, we may, at our option but subject to internal procedures relating to conflicts of interest, pursue a Joint Acquisition (as defined herein) opportunity with a historical client of Lazard, a particular Lazard Fund or other internal investment vehicle and such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such historical client, Lazard Fund or other investment vehicle. We will not pursue a Joint Acquisition with another blank check company. Table of Contents Our amended and restated memorandum and articles of association will provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by (A) a third-party (other than our independent auditors) for services rendered or products sold to us, or (B) a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations. Such liabilities will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have neither asked our sponsor to reserve for such indemnification obligations nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers, directors or other affiliates will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Directed Unit Program At our request, the underwriters have agreed to reserve up to 1,250,000, or 5% (or 4.4% assuming the underwriters over-allotment option is exercised in full), of the units offered for sale in this prospectus, at the initial public offering price, to certain employees of Lazard (including our officers). Sales in the Directed Unit Program will be made at our direction by Goldman Sachs & Co. LLC. The number of units available for sale to the general public will be Table of Contents reduced to the extent the employees of Lazard purchase reserved units; however, any reserved units not purchased in the Directed Unit Program will be offered by the underwriters to the general public on the same terms as the other units. Except for any units acquired by our officers, units purchased pursuant to the Directed Unit Program will not be subject to lock-up agreements with the underwriters. See Underwriting Directed Unit Program. Risks Summary of Risk Factors We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. Such risks include, but are not limited to, the following: Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our initial shareholders and each member of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The requirement that we consummate an initial business combination within 24 months after the closing of this offering or during an Extension Period may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. If we seek shareholder approval of our initial business combination, our sponsor, management team, advisors and their respective affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public float of our Class A ordinary shares or public warrants. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. Table of Contents You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. You will not be entitled to protections normally afforded to investors of many other blank check companies. If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you would lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. Because of our limited resources and the significant competition for business combination opportunities, or due to potential conflicts arising from Lazard s business model, it may be more difficult for us to complete a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor or its affiliates to fund our search and to complete our initial business combination. If we have not consummated an initial business combination within 24 months from the closing of this offering, our public shareholders may be forced to wait beyond such 24 months before redemption from our trust account. Because we intend to seek a business combination with a target business in the fintech sector, we expect our future operations to be subject to risks associated with the fintech sector or related businesses. Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-transaction business. Since our initial shareholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. Our initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support. We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Our independent registered public accounting firm s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern absent the consummation of this offering. Past performance by Lazard, our sponsor, our management team or their respective affiliates may not be indicative of future performance of an investment in us. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak and the status of debt and equity markets. Table of Contents Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited. The other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001852536_redox_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001852536_redox_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1a744dc7a53dc842ec517ee07c03263e270c9cf
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001852536_redox_prospectus_summary.txt
@@ -0,0 +1,118 @@
+SUMMARY OF PROSPECTUS
+ 4
+
+ General Information about Our Company
+ 4
+
+ The Offering
+ 5
+
+ RISK FACTORS
+ 6
+
+ Risks Associated With Our Company
+ 6
+
+ Risks Associated With This Offering
+ 9
+
+ USE OF PROCEEDS
+ 14
+
+ DETERMINATION OF OFFERING PRICE
+ 15
+
+ DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
+ 15
+
+ PLAN OF DISTRIBUTION
+ 16
+
+ Offering will be Sold by Our Officer and Director
+ 16
+
+ Terms of the Offering
+ 16
+
+ Deposit of Offering Proceeds
+ 17
+
+ Procedures for and Requirements for Subscribing
+ 17
+
+ DESCRIPTION OF SECURITIES
+ 17
+
+ INTEREST OF NAMED EXPERTS AND COUNSEL
+ 17
+
+ DESCRIPTION OF OUR BUSINESS
+ 18
+
+ DESCRIPTION OF PROPERTY
+ 22
+
+ LEGAL PROCEEDINGS
+ 22
+
+ MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
+ 22
+
+ FINANCIAL STATEMENTS
+ 24
+
+ MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
+ 24
+
+ CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
+ 28
+
+ DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON
+ 28
+
+ EXECUTIVE COMPENSATION
+ 29
+
+ SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT
+ 31
+
+ CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+ 31
+
+ INDEMNIFICATION
+ 31
+
+ AVAILABLE INFORMATION
+ 32
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 3 
+
+ 
+
+ 
+
+ 
+
+Intorio, Corp.
+
+24 Alexander Kazbegi Ave,
+
+Tbilisi 0177, Georgia
+
+(702) 605-46-36
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001852736_tristar_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001852736_tristar_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5c1f1476952a3532c2f026bc3ee9450191bcbdb7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001852736_tristar_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, our, company or our company are to Tristar Acquisition I Corp., a Cayman Islands exempted company. amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; anchor investors are to certain qualified institutional buyers or institutional accredited investors, each of which is not affiliated with any member of our management team and each of which has expressed to us an interest in purchasing up to 9.9% of the units (or up to 1,980,000 units, assuming the over-allotment option is not exercised) in this offering, as further described herein; Companies Act are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; forward purchase agreements are to the forward purchase agreements providing for the sale of forward purchase shares by us to the forward purchase investors in a private placement that will close immediately prior to the closing of our initial business combination; forward purchase investors are to certain institutional investors, each of which will enter into a forward purchase agreement; forward purchase shares are to the Class A ordinary shares purchased pursuant to the forward purchase agreements; founder shares are to our Class B ordinary shares initially purchased by our Sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; initial shareholders are to holders of our founder shares prior to this offering (other than the anchor investors); management or our management team are to our executive officers and directors (including our director nominees that will become directors in connection with the consummation of the offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants issued to our Sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; Table of Contents Index to Financial Statements The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 29, 2021 PRELIMINARY PROSPECTUS $200,000,000 Tristar Acquisition I Corp. 20,000,000 Units Tristar Acquisition I Corp. is a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. While we may pursue an initial business combination with any business in any industry, sector or geography, we intend to focus our search for a target business in the telecommunications and technology oriented sector. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 18 months from the closing of this offering (or 21 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 18 months from the closing of this offering but have not completed our initial business combination within such 18 month period), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Tristar Holdings I LLC, a Cayman Islands limited liability company, has agreed to purchase 6,775,000 warrants (and up to an additional 570,000 warrants depending on the extent to which the underwriters over-allotment option is exercised), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, in a private placement to occur concurrently with the closing of this offering (or, as applicable, the closing of the over-allotment option). Our initial shareholders currently own 5,750,000 Class B ordinary shares. Up to 750,000 of such shares are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the election of directors. Cable One, Inc. (NYSE: CABO) and ten other qualified institutional buyers or institutional accredited investors that are not affiliated with our sponsor or any member of our management, which we refer to together as the anchor investors throughout this prospectus, have each expressed to us an interest in purchasing up to 9.9% of the units in this offering (representing up to 1,980,000 units, assuming the over-allotment option is not exercised) at the offering price of $10.00 per unit, and we have agreed to direct the underwriters to sell to the anchor investors such number of units. For a discussion of certain additional arrangements with our anchor investors, see Summary The Offering Expressions of Interest. We have entered into forward purchase agreements with one of our anchor investors and one other institutional accredited investor that is not affiliated with our sponsor or any member of our management, which we refer to together as the forward purchase investors throughout this prospectus, under which the forward purchase investors may purchase up to an aggregate of 4,500,000 Class A ordinary shares, which we refer to as the forward purchase shares throughout this prospectus, at a price of $10.00 per share as described in the forward purchase agreements, each in a private placement that will close immediately prior to the closing of our initial business combination. The terms of the forward purchase shares will generally be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will have registration rights and rights of first refusal to purchase securities we may offer in connection with a future business combination financing, as described in the forward purchase agreements. One of our forward purchase investors may elect, in its sole discretion, to purchase convertible debt securities or non-convertible debt instruments in lieu of the forward purchase shares, or a combination thereof, for an aggregate purchase price of up to $25,000,000. For a discussion of certain additional arrangements with our forward purchase investors, see Summary The Offering Forward Purchase Shares. Currently, there is no public market for our securities. We have applied to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol TRIS.U. We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on the NYSE under the symbols TRIS and TRIS.WS, respectively, on the 52nd day following the date of this prospectus unless the underwriters permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 41 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $200,000,000 Underwriting discounts and commissions(1) $0.65 $13,000,000 Proceeds, before expenses, to us $9.35 $187,000,000 (1) Includes $0.45 per unit, or $9,000,000 in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $202,000,000, or $232,300,000 if the underwriters over-allotment option is exercised in full ($10.10 per unit in either case), will be deposited into a U.S. based trust account at Wells Fargo Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager Wells Fargo Securities Co-Manager Loop Capital Markets The date of this Prospectus is , 2021. Table of Contents Index to Financial Statements representative or Wells Fargo Securities are to Wells Fargo Securities, LLC, the representative of the underwriters of this offering; SEC are to the U.S. Securities and Exchange Commission; and Sponsor are to Tristar Holdings I LLC, a Cayman Islands limited liability company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as proceeds of redemption as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and that the size of this offering will not be increased. OUR COMPANY We are a recently incorporated blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination targets. While we may pursue an acquisition opportunity in any industry, sector or geography, we intend to target a telecommunications and technology oriented company. Our management team and board of directors ( Board of Directors and collectively with management, referred to as the team ) possess a synergistic combination of executive, strategic, operational, financial and transactional experience, and have demonstrated a strong track record of identifying and creating significant shareholder value at a wide array of telecommunications, technology, consulting, healthcare, private equity, venture capital and agricultural companies. We believe that the experience and expertise of our team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination and bring value to the business following our initial business combination. Our objective is to generate attractive returns for shareholders and enhance value through both operational improvements and new initiatives to expand the target business organically and/or by strategic acquisitions. Given our team s extensive work and business relationships in this sector, we have direct visibility into the growth prospects and developmental promise of differentiated companies. Our team has decades of experience identifying and understanding the key fundamental theses of our targeted businesses and how management teams can better execute on their stated strategies to deliver value. Our team s past experiences provide a differentiated set of skills that other companies may not possess. We believe that our team s expertise, capabilities, and network provide us with a significant advantage in identifying attractive investments and consummating an initial business combination that will be well-received in the public markets. OUR INITIAL INVESTORS In addition to management s experience, our Sponsor has secured financial commitment from an affiliate of Navigation Capital Partners LLC ( Navigation Capital ), which has previous experience across the full lifecycle of special purpose acquisition companies ( SPACs ), from initial public offering to the de-SPAC business combination process. Navigation Capital, through this affiliate, has committed to providing 70% of the capital for the Sponsor to purchase the private placement warrants and plans to assist Table of Contents Index to Financial Statements us with respect to sourcing a potential acquisition. Navigation Capital s affiliate will fund such capital commitment by purchasing equity interests in the Sponsor and becoming a 70% member of the Sponsor. Navigation Capital was established in 2006 as the successor to Mellon Ventures, which the principals of Navigation Capital founded in 1996. Navigation Capital purchased the remaining 34 companies of a 136-company portfolio and then founded a new partnership to continue to invest in high growth, technology-enabled operating companies. Of the original 143 companies funded by Mellon Ventures and Navigation Capital, 138 have been successfully exited. In 2017, the current principals of Navigation Capital sponsored a SPAC, Pensare Acquisition Corp., raising $310 million in an IPO before successfully completing a business combination in April 2020 and changing its name to American Virtual Cloud Technologies (NASDAQ: AVCT). Recognizing the significant opportunity in SPACs, the team at Navigation Capital created the SPAC Operations Group to leverage their experience, network, and track record to identify and partner with successful CEOs to launch SPACs. Since launching the SPAC Operations Group, Navigation Capital has, through its affiliate, successfully sponsored additional SPACs including, as lead sponsor, for D and Z Media Acquisition Corp. (NYSE: DNZ), which raised $287 million in January 2021. Navigation Capital has also invested in the sponsor group of KINS Technology Group, Inc. (NASDAQ: KINZ), which raised a $276 million SPAC in December 2020, and invested in the sponsor group of Shelter Acquisition Corporation I, which filed to raise a $200 million SPAC in February 2021. Navigation Capital also invested in the private investment in a public entity led by Holicity, Inc. (NASDAQ: HOL) in February 2021, which announced a merger with Astra Space, Inc., a space launch vehicle company. The financial and transaction experience of the Navigation Capital team complements our management team s operating experience and industry expertise to create a team capable of identifying attractive investments and executing deals in our target sectors. We believe our relationship with Navigation Capital will further broaden our reach and network of deal contacts. BUSINESS STRATEGY Our acquisition strategy is to identify and complete our initial business combination with a company that can benefit from the managerial and operational experience of our officers and directors. We believe that the wide networks of our management team will deliver access to a broad spectrum of opportunities across the telecommunications and technology landscape. Tristar believes fundamental shifts in the telecommunications and technology ecosystems are significantly altering the way people live, work and communicate. We intend to target a company in the telecommunications and technology industries that has a need for business optimization and high-return investment opportunities. Opportunities will be sourced by looking at A) high-growth providers servicing emerging countries; B) attractive markets in developed countries; C) mature and stable public company subsidiaries which have not been a focus of the existing owner. Opportunities within telecommunications and technology include, but are not limited to, wireless service providers, wireless infrastructure, fiber optic networks, full-scale telecommunications service providers, software providers, gaming companies, mobile payment providers, and equipment providers. Our management team intends to capitalize on the exponential growth in demand for telecommunications and technology services through the: Significant investment opportunities provided by high fragmentation; Growing network and bandwidth demands in mobile data usage since smartphones have entered the market; Significant backlog of investment capital needed to expand network capacity; Urgent need for network optimization to service growing demands; and Antiquated network architecture which needs updating for 5G and beyond. Table of Contents Index to Financial Statements These trends were accelerating prior to the 2019 novel coronavirus ( COVID-19 ) outbreak and are likely to continue to accelerate as a result of the pandemic. The telecommunications and technology sectors have remained mission critical to keep economies functioning while fighting COVID-19. Telecommunications and technology companies have provided businesses with essential connectivity and resiliency, facilitated the transition to work-from-home and kept individuals connected and informed during social isolation. In contrast to other industries, telecommunications and technology have been generally exempt from COVID-19 related restrictions. Despite existing high penetration across the industry, 2020 saw an acceleration in broadband growth due to the increased reliance on connectivity and digital services, according to a research report published by Morgan Stanley in December 2020. Growth was driven by the rapid shift to remote work, socialization, learning and doctor experiences, among others, according to the Morgan Stanley report. This increased demand across both rural and urban markets is expected to continue into the future. Telecommunication service revenue growth in the US is expected to be driven by mobile data and fixed broadband revenues, according to an intelligence report published by Research and Markets in July 2020. Mobile data service revenue is expected to grow from $130 billion in 2019 to $211 billion in 2024 at a CAGR of 10%, this report says. In addition, fixed broadband service revenue is expected to grow at a CAGR of 4% from 2019-2024, reaching $77 billion by the end of 2024, according to this report. This is primarily driven by growth in connected devices, fiber-to-the-home or business subscriptions, fixed wireless subscriptions and ARPU over the forecast period, according to the Research and Markets report. With COVID-19 accelerating the need for greater bandwidth through fixed and mobile services, we believe the resulting growth in overall market size will present attractive investment opportunities. We do not intend to limit our search to the telecommunications and technology ecosystems, but will instead target a wide variety of companies that will benefit from the trends detailed in our Business Strategy. We believe that our extensive experience and demonstrated success in both investing and operating businesses has culminated in a unique set of capabilities that will be utilized in generating shareholder returns, such as: 1. Management and Operating Experience: Our management team has extensive experience helping businesses increase revenue and margins, reduce costs, navigate complex regulatory environments, execute strategic growth plans, evaluate acquisitions and raise capital. Our team has 50 years of combined management experience. Our team (and Board of Directors ) experience includes long and distinguished careers in a variety of leadership roles at some of the most reputable companies in the world. These companies include AT&T Wireless, Tritel, Inc., Parkway Properties, Inc., Sanderson Farms, Nova Towers, Intellicom Wireless Management, Cal-Maine Foods, and Sequential Technology International. 2. Professional Network: We believe our network provides us with a distinct advantage. Our network is comprised of former colleagues and contacts across our vast professional experience. 3. Capital Markets and Mergers and Acquisition Expertise: Our management team has held executive positions at public companies, guiding them through strategic transactions, and has significant experience developing public market investor communications and raising debt and equity capital in both public and private markets. Mr. Mounger, our CEO, founded Tritel, Inc. and was CEO during that company s successful IPO in 1999. Tritel raised public equity, which put Tritel valuation at $2.26 billion. In 2002, shortly after the IPO and while Mr. Mounger remained CEO, Tritel merged with TeleCorp PCS and later was acquired by AT&T Wireless in an all-stock transaction at an enterprise value of $5.3 billion. Mr. Dawson, our CFO, facilitated eight strategic acquisitions during his 13 year tenure at Cal-Maine Foods (NASDAQ: CALM). Prior to his time at Cal-Maine Foods, Mr. Dawson successfully lead the IPO of Mississippi Chemical Corporation also serving as the Senior Vice President and CFO. Additionally, Mr. Dawson has conducted leveraged lease, project finance deals, and has led a public bond offering during his time as Mississippi Chemical Corporation. Table of Contents Index to Financial Statements 4. Navigation Relationship: Our relationship with Navigation Capital, its SPAC Operations Group and operating experience and financial wherewithal will provide synergies of a larger organization to our process. Core assets of this platform include coordinated processes and resources, including deep industry knowledge from its professionals, a focus on talent management, a network of senior advisors and adherence to a code of values. We believe Navigation Capital s access and knowledge of acquisition targets provide yet another competitive advantage. Transaction Structuring, Execution and Integration: Our management team as well as Navigation Capital have significant experience in formulating a variety of structures for companies across a number of industries. Much of this structuring capability is based on familiarity with the key performance indicators and growth metrics of companies in our target industries. Upon completion of this offering, the members of our management team will communicate with their networks to articulate the parameters for our search for a target company and begin the process of pursuing and reviewing potential opportunities for a business combination. ACQUISITION CRITERIA Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating potential business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to conduct a business combination with a company that we believe: has a strong, experienced management team, or provides a platform to assemble an effective management team with a track record of driving growth and profitability; is a significant player in the telecommunications and technology industries; provides a platform for add-on acquisitions, which we believe will be an opportunity for our management team to deliver incremental shareholder value post-acquisition; has a defensible market position, with demonstrated advantages when compared to its competitors and which create barriers to entry against new competitors; is at an inflection point, such as requiring additional management expertise, is able to innovate through new operational techniques, or where we believe we can drive improved financial performance; is a fundamentally sound company that is underperforming its potential; exhibits unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; will offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved capital structure that will be weighed against any identified downside risks; and can benefit from being publicly traded, is prepared to be a publicly traded company, and can utilize access to broader capital markets. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria. Table of Contents Index to Financial Statements In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds, venture capital funds, and large business enterprises seeking to divest non-core assets or divisions. OUR MANAGEMENT AND BOARD OF DIRECTORS We will seek to capitalize on the strength of our management team and Board of Directors. Our management team and Board members consist of professionals and senior operating executives of various companies with decades of experience and industry exposure in telecommunications, technology, consulting, healthcare, private equity, venture capital and agriculture. Based on our management team and Board of Directors extensive experience and industry exposure, we believe we will be able to identify, evaluate the risk and reward of and execute on attractive business combination opportunities. Our management team and Board of Directors have meaningful investing experience and possess extensive experience in corporate finance, mergers and acquisitions, equity and debt capital markets, strategic consulting, operations, and turnarounds. William Mounger II (Chief Executive Officer, Chairman of the Board) Mr. Mounger, our Chairman and Chief Executive Officer, is a highly-experienced executive with over 40 years of successfully founding, building, leading and advising corporations within the telecommunication and wireless industries. With his operational and investment experience, Mr. Mounger has raised capital, navigated the initial public offering process, and been directly involved in multiple mergers and acquisitions. Since October 2002, Mr. Mounger has been serving as Chairman and CEO of Tristar Technologies, LLC, a telecom and technology search firm. In July 2014, Mr. Mounger founded Tristar License Group, LLC, to develop and acquire Advanced Wireless Services (AWS-3) spectrum licenses in Federal Communications Commission (FCC) Auction 97. Since its inception, Mr. Mounger has been serving as the manager of Tristar License Group. In addition, Mr. Mounger founded two additional companies for the acquisition and development of wireless spectrum licenses in two separate FCC auctions. In August 2015, Mr. Mounger founded Tstar 600, LLC to participate in FCC Auction 1002 for 600 MHz spectrum licenses. In August 2020, Mr. Mounger also founded Widespread Wireless, LLC to participate in FCC Auction 107 for C-Band 3.7 3.98 GHz spectrum licenses. Mr. Mounger currently serves as the manager of Widespread Wireless, where he focuses on the acquisition and build-out of wireless spectrum licenses using private equity capital. In December 2013, Mr. Mounger founded Nova Towers Holdings, LLC and served as a manager until January 2017. At Nova Towers Holdings, Mr. Mounger worked with Nova Towers, LLC and with AT&T Wireless as one of five approved vendors to build communication towers. Mr. Mounger also founded Tritel, Inc. (NASDAQ: TTEL) and served as Chairman and CEO from January 2000 to April 2000. Tritel had its initial public offering in 1999. During Mr. Mounger s tenure, Tritel merged with TeleCorp PCS (NASDAQ: TLCP) in 2000. From April 2000 to October 2002, he served as Chairman of TeleCorp PCS. TeleCorp provided digital wireless services under the SunCom and AT&T brands in 14 states and Puerto Rico. In 2002, TeleCorp was acquired by AT&T Wireless. In addition to his time at Tritel and TeleCorp, Mr. Mounger s extensive experience in the telecommunications industry includes his role as the former Chairman of the Cellular One Advisory Council and former board member of the Wireless Infrastructure Association. Mr. Mounger has been a board member of the CTIA The Wireless Association since January 2017. He has also founded and sold companies such as Continuum 700, LLC to acquire wireless spectrum licenses at FCC held auctions. From January 1990 until the formation of Tritel in January 1999, he was President of Mercury Communications Company, a cellular operating company, where he was involved with the management Table of Contents Index to Financial Statements and operation of numerous wireless telecommunication ventures. At Mercury Communications Company, Mr. Mounger built, operated, and managed rural cellular telephone systems for its licenses and for other, third-party license holders. He worked with financial institutions as well as Novatel Wireless to build-out its systems. Mercury was branded under CellularOne and operated in MS, AR, KY, WV, FL, WA, AK, OH and IL. From 1993 to 1996, he sold the cellular markets managed by Mercury in several multi-stage transactions to McCaw Cellular, U.S. Cellular, Horizon, and CenturyTel Enterprises. Mr. Mounger began his career in the early 1980s in the oil and gas industry where he assembled investor deals with major energy companies like Shell and Amoco. He made his first investment in the cellular industry in 1983 by submitting and winning an application for the FCC comparative hearings for the Jackson, MS MSA market. This was the very beginning of the wireless and cellular industry. Throughout the 1980s, Mr. Mounger organized investors to participate in various MSA cellular lotteries where he would acquire spectrum licenses, build-out the associated regions, and then sell the operating businesses, licenses and networks. Alongside these roles, since June 2015, Mr. Mounger has been serving as the Chairman of Delta Industries, a multi-state concrete operator. He has also been a board member at Delta Industries since December 2014. In addition, Mr. Mounger has been a Commissioner of the Mississippi Commission on Wildlife, Fisheries, and Parks since July 2017 and is involved in many charitable and civic organizations. Mr. Mounger graduated magna cum laude with a B.A. from Vanderbilt University and holds an M.A. from Reformed Theological Seminary. Cathy Martine-Dolecki (Chief Operating Officer, Director Nominee) Mrs. Martine-Dolecki is our Chief Operating Officer and will join our Board of Directors at the closing of this offering. She is a highly experienced and accomplished executive with more than 30 years of experience across the global telecommunications industry. From November 2020 to December 2020, Mrs. Martine-Dolecki was a board member at TESSCO Technologies Incorporated (NASDAQ: TESS), a technology distributor and manufacturer serving commercial customers in the wireless space. In addition, Mrs. Martine-Dolecki s various board positions and extensive executive experience at AT&T (NYSE: T) provide for her robust operational skillset and ability to create value and drive growth. From January 2015 to March 2017, Mrs. Martine-Dolecki served as the former President of National Business at AT&T. During her time there, she led a team of over 7,000 sales associates. During her time, she led a multi-billion dollar business unit based on revenues. Prior to her role at National Business, she was the President of Enterprise Business Solutions at AT&T from January 2013 to December 2014. From January 2008 to December 2012, she was President of AT&T Small Business Solutions, a multi-billion dollar business unit based on revenues, with overall responsibilities for the sales, distribution, marketing and product management of solutions for businesses with up to 500 employees. From May 2007 to 2008, she served as the President and Chief Executive Officer of the Midwest (formerly Ameritech) and East (formerly SNET) regions. In that role, Mrs. Martine-Dolecki led one of AT&T s largest business units, serving appropriately 95% of AT&T s business customers in the United States. Mrs. Martine-Dolecki also served as a board member of Legal Shield, a portfolio company owned by Mid Ocean Partners from January 2013 to May 2018. She joined in January 2018 and currently serves on the Americas Executive Board of the Massachusetts Institute of Technology, Sloan School of Management. Mrs. Martine-Dolecki graduated summa cum laude with a B.A. in Economics from the College of Mount Saint Vincent, holds a M.S. in General Management from M.I.T. where she was a Sloan Fellow, and an M.B.A. from New York University s Stern School of Business. Table of Contents Index to Financial Statements Timothy Dawson (Chief Financial Officer) Mr. Dawson, our Chief Financial Officer, has over 30 years of executive corporate financial experience in various roles across public and private companies. His experience financing and restructuring the capital stack of public and private firms, executing bond issuances, and facilitating mergers and acquisitions provide him with a robust skill set in managing public company financial operations. From August 2005 to October 2018, Mr. Dawson served as the Chief Financial Officer and a member of the board of directors and of the executive committee of Cal-Maine Foods (NASDAQ: CALM), the largest producer and distributor of fresh eggs in the U.S. During his 13-year tenure as CFO, he facilitated eight strategic acquisitions for the firm. Additionally, as one of the three members of Cal-Maine s Executive Committee Mr. Dawson oversaw the Information Technology and Human Resources departments at the company. Prior to his position at Cal-Maine Foods, from January 1996 to January 1999, Mr. Dawson was the Vice President and the Chief Financial Officer at Mississippi Chemical Corporation, a nitrogen, phosphate, and potash-based fertilizer manufacturer. In January 1999, Mr. Dawson was promoted to Senior Vice President and CFO and served until December 2004. At Mississippi Chemical Corporation, Mr. Dawson facilitated the firm s conversion from a cooperative to a public company, leading to a successful initial public offering in 1994, as well as overseeing its eventual sale to Terra Industries, Inc. in 2004. Mr. Dawson also conducted a $350 million leveraged lease with GE Capital on a newsprint mill and a $250 million project finance deal through a joint venture for an ammonia plant in Trinidad. Mr. Dawson also led a $200 million public bond offering for the company. From May 1975 to June 1979, Mr. Dawson was the Exports Accountant and held various other accounting positions at Cook Industries, a publicly traded international grain business and at the time the 3rd largest grain exporter in the U.S. Mr. Dawson graduated with special distinction from Mississippi State University with a Bachelor of Accountancy and holds an M.B.A from Millsaps College. Mr. Robert Willis (Director Nominee) Mr. Willis will serve as a Director at the closing of this offering. Mr. Willis brings more than 30 years of leadership and entrepreneurial experience and has sourced and led control transactions in various industries including online gaming, computer software, natural resources and among others. Mr. Willis is qualified to serve as our Director because of his operational experience, his capital market expertise, and his investment experience in identifying, evaluating, and structuring acquisition opportunities. Mr. Willis is a co-founder of Navigation Capital Partners L.P. In addition to his role at Navigation Capital, Mr. Willis served as President of Pensare Acquisition Corporation (NASDAQ: WRLS), which completed an acquisition in April 2020 and was renamed to American Virtual Cloud Technologies (NASDAQ: AVCT), where Mr. Willis is still an advisor. He was a key financial architect of Pensare s successful acquisition of Computex Technology Solutions and AVC Technologies contract with AT&T. Prior to co-founding Navigation Capital, Mr. Willis served as the President of Nsoro, LLC in 2007. In such capacity, he negotiated the acquisition of the business by MasTec (NYSE: MTZ) and following its acquisition, served in an advisory role from 2010 through July 2016. From December 2013 until December 2015, Mr. Willis served as the chairman of U.S. Shale Solutions, Inc., a shale services company which he founded in 2013. In 2004, Mr. Willis founded Gaming VC Holdings, now named Entain plc (LSE: ENT) which is listed on the London Stock Exchange. Mr. Willis served as the financial director of Entain until 2006. Entain is now one of the world s largest gaming groups, employing more than 24,000 people in 20 offices across the five continents. Table of Contents Index to Financial Statements Greg Boyd (Director Nominee) Mr. Boyd will serve as an independent Director at the closing of this offering. He has extensive experience within the telecommunications industry, founding and successfully exiting more than eight companies in the cell tower vertical. Mr. Boyd is qualified to serve on our Board because of his vast merger and acquisition history and transactional experience with the sales of his previous ventures within the telecommunications industry. In July 1994, Mr. Boyd founded the Intellicom Wireless Management, Inc. He is currently the founder and Chief Executive Officer of Intellicom Wireless Management, Inc., which has managed the development, construction and/or infrastructure coordination of over 800 communication towers throughout the United States since 2000. In December 2011, he also founded Nova Towers, LLC, and since its inception, has served as its Chief Operating Officer. Nova Towers, LLC has been selected by AT&T as one of five approved U.S. BTS vendors. Mr. Boyd s vast merger and acquisitions history and transactional experience with the sales of his previous ventures provides a unique insight on value creation within the cell tower vertical. His previous experience includes positions with Motorola (NYSE: MSI) as the Southeastern Business Manager from 1988 to 1994 and as a Regional Manager from 1997 to 1998 at MJA Communications Corp., the latter of which helped launch AT&T s initial PCS buildout across the southeast United States. Mr. Boyd received a B.S. in Electrical Engineering from Auburn University. David Jones (Director Nominee) Mr. Jones will serve as an independent Director at the closing of this offering. He is the founder and chairman of Chrysalis Ventures, a venture capital firm that has invested in technology-enabled businesses since 1993. At Chrysalis Ventures, Mr. Jones has worked with and served on the boards of many growth companies in the Midwest and South, including Appriss, Inc., Tritel Communications (founded and led by Mr. Mounger), which went public and was later sold to AT&T Wireless, Regent Communications, a radio station consolidator which was acquired by Jacor Communications, and High Speed Access Corp., which went public and later was sold to Charter Communications. Mr. Jones currently serves on the board of directors at Humana, Inc. (NYSE: HUM), a healthcare company where he was Vice-Chair from 1996 to 2005 and Chairman from 2005 to 2010. Mr. Jones chairs the board s nominating and governance committee and serves on its compensation and executive committees. He is also a director of the following companies: Foundation Radiology Group, Inc., a radiology services company where he chairs the board s compensation committee; New Life Solution, Inc. (d.b.a. meQuilibrium), a digital coaching and analytics company where he chairs the board s audit committee; Confluent Health, a company that operates outpatient physical therapy clinics and provides clinician education services, where Mr. Jones chairs the board s audit committee. Mr. Jones also serves on the boards of The Humana Foundation, a non-profit organization that invests in community well-being by focusing on the social determinants of health and on the board of the C.E. & S. Foundation. Mr. Jones previously served on the boards of ACCH Holdings (formerly known as HCCA Holdco, LLC), a healthcare staffing and clinical process outsourcing company, from September 2002 to August 2016 and of Connecture, Inc., a provider of health insurance sales and service automation software, from March 2004 to 2019. In addition, he was on the boards of MyHealthDirect, Inc., a provider of healthcare coordination software, from December 2009 to December 2017 and of Insider Media Group, a local media startup in Louisville, KY. Mr. Jones has a B.A., magna cum laude, from Yale University and a J.D. from Yale University Law School. Prior to founding Chrysalis Ventures, he practiced law in the U.S. Department of State Legal Adviser s office in Washington and in a commercial law firm. David Barksdale (Director Nominee) Mr. Barksdale will serve as an independent Director at the closing of this offering. Mr. Barksdale has 15 years of legal, operating, and principal investing experience. As a result of his broad range of business Table of Contents Index to Financial Statements and legal experience, Mr. Barksdale brings valuable business development, technology, and investing experience to the Board. Mr. Barksdale currently serves as a Principal at Alluvian Capital, LLC, a privately held company with diversified investments in the telecommunications and software industries. Previously, he was Co-Chairman and Chief Executive Officer of Spread Networks, LCC, which was acquired by Zayo Group (NYSE: ZAYO) in 2018. During his tenure as CEO, Spread Networks completed construction of its Chicago-to-New York fiber optic network and expansion of services throughout the greater Chicago and New York markets. Mr. Barksdale is a Director at Sanderson Farms, Incorporated (NASDAQ: SAFM), the third largest poultry producer in the U.S. with a market capitalization of $3.1 billion. Mr. Barksdale was previously an attorney in the New York office of Cleary, Gottlieb, Steen & Hamilton LLP. Mr. Barksdale holds a J.D. from New York University School of Law and a B.A. from Tulane University. Alex Parker (Director Nominee) Mr. Parker will serve as an independent Director at the closing of this offering. Mr. Parker has more than 28 years of professional experience within the telecommunications industry. He is the Chief Executive Officer of Sequential Technology International (STI). STI is a global provider of BPO, SaaS and Consulting Services. Prior to his position at STI, Mr. Parker served as AT&T s Senior Vice President of Service Delivery Excellence from September 2018 to May 2020. During this time, Mr. Parker ran global provisioning operations and led a team of over 5,000 people. From June 2017 to September 2018, Mr. Parker was the Senior Vice President of AT&T s State, Local and Education, where he covered more than 50,000 customers while generating over $2.5 billion in revenue. From June 2016 to June 2017, as Senior Vice President of Global Solutions and Sales Operations at AT&T, Mr. Parker supported a global team of more than 2,000 associates and was responsible for executing deal negotiation, solution design, contracting and compensation strategy. Mr. Parker was also the Vice President and General Manager of Georgia and South Carolina. His team consisted of 1,300 employees, 120 authorized dealer locations and over 500 national retail locations. He oversaw capital investments, distribution strategy and local marketing. Additionally, Mr. Parker also held positions abroad during his tenure at AT&T. From November 2011 to July 2014, Mr. Parker was the Vice President of Global Service Management in London, England, where he was responsible for the overall customer experience across Europe, Middle East and Africa, Canada, Caribbean and Latin America, and Asia Pacific. Mr. Parker is an advisory board member of the National Organization of Black Law Enforcement and a board member of the Grapevine-Colleyville ISD Education Foundation. Mr. Parker holds a B.S. in computer science from the Georgia Institute of Technology and a Master of International Business degree from Saint Louis University. Steven Rogers (Director Nominee) Mr. Rogers will serve as an independent Director at the closing of this offering. Mr. Rogers has 37 years of commercial real estate investment experience to identify and evaluate acquisition opportunities. In 2011, Mr. Rogers founded and currently serves as the manager of Rogers & Associates, LLC, a firm that provides specialized solutions for principals and institutional owners in the real estate industry and board level advisory work. From 1983 to 2011, Mr. Rogers served as President, Chief Executive Officer and director at Parkway Properties Inc. (NYSE: PKY) since its early development stage and through its move to the New York Stock Exchange and the S&P 600 Small Cap Index. Parkway Properties was a real estate investment trust specializing in the acquisition, ownership, development, and management of quality office properties in the Sun Belt region of the United States. At Parkway Properties, Mr. Rogers provided leadership, policy setting, capital allocation and discretionary fundraising for the real estate investment trust (REIT). During his tenure at Parkway, Parkway was named A Great Place to Work five times by the Society of Human Resource Management, NAREIT Leader in Light Award, and the Urban Land Institute Award for Excellence. Mr. Rogers numerous current community and business activities include serving as the Chairman of the Board and a member of the compensation, nominating, and governance committees at RREEF America REIT II since 2014 and as the audit committee chair and a member of the nominating and Table of Contents Index to Financial Statements governance committee at Cedar Realty Trust (NYSE: CDR), since 2016. Mr. Rogers is also the chairman of the board of Net Lease Alliance and a director of First Commercial Bank. Mr. Rogers graduated magna cum laude from the University of Mississippi and went on to complete five years in the U.S. Army, where he was quickly advanced from Lieutenant to Captain and was selected for early command. He received the Army Commendation Medal and the Meritorious Service Medal for his services. Mr. Rogers also holds an M.B.A. from Harvard Graduate School of Business Administration. BOARD COMPOSITION Mr. Boyd, Mr. Jones, Mr. Barksdale, Mr. Rogers, and Mr. Parker will comprise the audit, compensation, and nominating and corporate governance committees on behalf of our Board of Directors. The audit committee will assist the Board of Directors in its oversight of the quality and integrity of our accounting, auditing, and reporting practices. Other functions of the audit committee will include considering the independence of our independent auditors before we engage them; reviewing with the independent auditors the fee, scope, and timing of the audit; reviewing the completed audit with the independent auditors regarding any significant accounting adjustments, recommendations for improving internal controls, appropriateness of accounting policies, appropriateness of accounting and disclosure decisions with respect to significant unusual transactions or material obligations, and significant findings during the audit; and reviewing our financial statements and related regulatory filings with management and the independent auditors, among others. The compensation committee will have responsibility for defining and articulating our overall compensation philosophy and administering and approving all elements of compensation for elected corporate officers. The roles of the nominating and governance committee include: periodically reviewing the appropriate skills and characteristics required of Board members in the context of the current make-up of our Board of Directors and monitoring adherence to other imposed corporate governance guidelines. We believe our team s operating and transaction experience, along with their extensive network, will provide us with a substantial number of potential business combination targets. Over the course of their careers, the members of our Board of Directors have developed a broad network of contacts and corporate relationships throughout the telecommunications and technology industries. This network has grown through the activities of our team sourcing, acquiring and financing businesses, our team s relationships with sellers, financing sources and target management teams and the experience of our team in executing transactions under varying economic and financial market conditions. See the section of this prospectus entitled Management and Board of Directors for a more complete description of our team s experience. OUR ACQUISITION PROCESS In evaluating a prospective target business, we expect to conduct an extensive due diligence review, which may encompass, as applicable and among other things, meetings with members of the target s management and other employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will call upon Mr. Mounger, Mrs. Martine-Dolecki, Mr. Dawson, Mr. Boyd, Mr. Willis, Mr. Jones, Mr. Barksdale, Mr. Parker, and Mr. Rogers own experience, as well as their network of relationships with chief executive officers, board members and members of executive management teams to provide specialized insights into their areas of expertise as well as leverage their operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with Navigation Capital, our Sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our Sponsor, executive officers or directors, we, or a committee of independent directors, would obtain Table of Contents Index to Financial Statements an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, certain of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Certain of our officers and directors presently have, and any of them in the future may have, additional fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal or fiduciary obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, Navigation Capital and its affiliates, our Sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. INITIAL BUSINESS COMBINATION So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). We refer to this as the 80% of net assets test. If our Board of Directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the Table of Contents Index to Financial Statements target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. CORPORATE INFORMATION We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and expect to receive, after the effectiveness of the registration statement of which this prospectus forms a part, a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for Table of Contents Index to Financial Statements complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates does not equal or exceed $250.0 million as of the prior June 30th, or our annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Our executive offices are located at 2780 Peachtree Road, NW Suite 509, Atlanta, Georgia 30305 and our telephone number is (412) 327-9294. Our corporate website is www.tristaracq.comapp.com. The information contained on, or accessible through, our corporate website, or any other website that we may maintain, is not part of this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. Table of Contents Index to Financial Statements The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 20,000,000 units (or 23,000,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-half of one redeemable warrant. Proposed NYSE symbols Units: TRIS.U Class A ordinary shares: TRIS Warrants: TRIS.WS Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Wells Fargo Securities, LLC informs us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K that includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over- Table of Contents Index to Financial Statements allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 20,000,000 Ordinary shares: Number outstanding before this offering 5,750,000(1) Number outstanding after this offering 25,000,000(1)(2)(3) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 6,775,000(2) Number of warrants to be outstanding after this offering and the sale of private placement warrants 16,775,000(2) Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described here-in. Only whole warrants are exercisable. We have structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we (1) Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. Founder shares are not subject to increase in the event the underwriters over-allotment option is exercised in part or in full or if the size of this offering is increased. Up to 750,000 of such founder shares are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. (2) Assumes no exercise of the underwriters over-allotment option. (3) Includes 20,000,000 public shares and 5,000,000 founder shares. Table of Contents Index to Financial Statements believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our Board of Directors and, in the case of any such issuance to our Sponsor or its affiliates, without taking into account any founder shares held by our Sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 65% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and twelve months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such Table of Contents Index to Financial Statements shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within sixty (60) business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement, provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Table of Contents Index to Financial Statements Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our Sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Shareholders Warrants ; Table of Contents Index to Financial Statements if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Antidilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the ten (10) trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information Founder shares In March 2021, our Sponsor paid $25,000, or approximately $0.0035 per share, to cover certain offering costs on our behalf in consideration of 7,187,500 Class B ordinary shares, par value $0.0001. Also in March 2021, our Sponsor transferred 50,000 of such founder shares (25,000 shares each) to Timothy Dawson, our Chief Financial Officer, and Cathy-Ann Martine-Dolecki, our Chief Operating Officer, in each case, at their original purchase price. In August 2021, the initial shareholders forfeited 1,437,500 of such founder shares in the aggregate for no Table of Contents Index to Financial Statements consideration. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The aggregate number of founder shares will not increase if the underwriters over-allotment option is exercised in part or in full or if the size of this offering is increased. Up to 750,000 of such founder shares are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. In connection with the closing of this offering, our Sponsor has agreed to sell 333,333 founder shares to Cable One, Inc. (NYSE: CABO) (one of the anchor investors) for an aggregate purchase price of $1,000,000, subject to Cable One, Inc. purchasing 9.9% of the units in this offering (or at least 1,980,000 units if the aggregate number of units in this offering exceeds 20,000,000), or such lesser amount allocated to Cable One, Inc. by the underwriters in this offering. Also in connection with the closing of this offering, our Sponsor has agreed to sell founder shares to ten other anchor investors (for an aggregate of 1,585,000 founder shares to all such other anchor investors) at a purchase price of $0.01 per share, subject to each such other anchor investor purchasing 100% of the units allocated to it by the underwriters in this offering. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove a member of the Board of Directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months (or 21 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 18 months from the closing of this offering but have not completed our initial business combination within such 18 month period) from the closing of Table of Contents Index to Financial Statements this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if we obtain approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. In such case, our Sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders and the anchor investors founder shares, we would need 7,500,001, or 37.5% (assuming the over-allotment option is not exercised and that the size of this offering is not increased), of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; Cable One, Inc. (NYSE: CABO) has entered into an investment agreement with us and our Sponsor, pursuant to which (i) Cable One, Inc. has agreed to vote all founder shares held by Cable One, Inc. in favor of our initial business combination and (ii) until the consummation of our initial business combination, Cable One, Inc. is entitled to designate a representative to attend all meetings of our board of directors in a nonvoting observer capacity; each anchor investor (other than Cable One, Inc.) has entered into an investment agreement with us and our Sponsor, pursuant to which such anchor investor has agreed to vote all founder shares and all Class A ordinary shares issuable upon conversion thereof held by such anchor investor in favor of our initial business combination; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Table of Contents Index to Financial Statements Transfer restrictions on founder shares Except as described herein, our Sponsor, our directors and executive officers and the anchor investors have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our Sponsor and our directors and executive officers with respect to any founder shares. Founder shares conversion The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if we do not consummate an initial business combination, at the time of our initial business combination or earlier at the option of the holders thereof on a share for share basis. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the Board of Directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder Table of Contents Index to Financial Statements shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Expressions of Interest Cable One, Inc. (NYSE: CABO) and ten other qualified institutional buyers or institutional accredited investors which are not affiliated with us, our sponsor or any member of our management, and which we refer to as the anchor investors throughout this prospectus, have expressed to us an interest in purchasing up to 1,980,000 units each in this offering at the offering price of $10.00, as such allocations are determined by the underwriters. There can be no assurances that the anchor investors will acquire any of the units in this offering, or as to the amount of such units the anchor investors will retain, if any, prior to or upon the consummation of our initial business combination. In the event that the anchor investors purchase such units (either in this offering or after), hold them until prior to our initial business combination and vote their public shares in favor of our initial business combination, we would not need any of the other public shares sold in this offering to be voted in favor of an initial business combination for our shareholders to approve our initial business combination. The anchor investors have agreed to vote founder shares they purchase from the Sponsor in favor of our initial business combination, but are not required to vote any of their public shares in favor of our initial business combination or for or against any other matter presented for a shareholder vote. The anchor investors will potentially have different interests than our other public shareholders, since, among other matters, their investments in the founder shares will generally be worthless if we do not consummate an initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering, and the anchor investors will benefit more than our public shareholders from our completion of an initial business combination and may benefit from an initial business combination even if our public shareholders experience a loss. Accordingly, our anchor investors may be more likely to favor any proposed initial business combination even if our public shareholders do not favor the transaction. The anchor investors will also have the potential to realize enhanced economic returns and overall economic outcome from their investment in us in comparison to our other public shareholders who are not making anchor investments and purchasing founder shares. Cable One, Inc. (NYSE: CABO) has entered into a separate investment agreement with us and our Sponsor, pursuant to which Cable One, Inc. has agreed to purchase 333,333 founder shares from our Sponsor for $1,000,000 at the closing of this offering, subject to Cable One, Inc. purchasing 9.9% of the units in this offering (or at least 1,980,000 units if the aggregate number of units in this offering exceeds 20,000,000), or such Table of Contents Index to Financial Statements lesser amount allocated to Cable One, Inc. by the underwriters in this offering. Each of the other anchor investors has entered into a separate investment agreement with us and our Sponsor, pursuant to which each such other anchor investor has agreed to purchase founder shares (for an aggregate of 1,585,000 founder shares among all such other anchor investors) from our Sponsor for $0.01 per share at the closing of this offering, subject in each case to such other anchor investor purchasing 100% of the units allocated to it by the underwriters in this offering within such 9.9% limit. Each of the anchor investors has agreed to vote all founder shares held by such anchor investor in favor of our initial business combination. Forward Purchase Shares We intend to enter into forward purchase agreements with one of our anchor investor and one other institutional accredited investor that is not affiliated with our sponsor or any member of our management, under which such forward purchase investors may purchase up to an aggregate of 4,500,000 Class A ordinary shares at a price of $10.00 per share as described in the forward purchase agreements, each in a private placement that will close immediately prior to the closing of our initial business combination. The terms of the forward purchase shares will generally be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will have registration rights and rights of first refusal to purchase securities we may offer in connection with any business combination financing, as described in the forward purchase agreements. One of our forward purchase investors may elect, in its sole discretion, to purchase convertible debt securities or non-convertible debt instruments in lieu of the forward purchase shares, or a combination thereof, for an aggregate purchase price of up to $25,000,000. Private placement warrants Our Sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 6,775,000 private placement warrants (or 7,345,000 private placement warrants if the underwriters over-allotment is exercised in full for an aggregate of $7,345,000), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant ($6,775,000 in the aggregate), in a private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us or our permitted transferees (except as set forth under Description of Securities Warrants Public Shareholders Warrants Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our Sponsor or its permitted transferees (see Description of Table of Contents Index to Financial Statements Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our Sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A ordinary shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account NYSE rules require that at least 90% of the aggregate gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $202,000,000 or $232,300,000 if the underwriters over-allotment option is exercised in full ($10.10 per unit in either case), will be deposited into a segregated trust account located in the United States at Wells Fargo Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $9,000,000 in deferred under-writing commissions (or $10,350,000 if the underwriters over-allotment is exercised in full). Table of Contents Index to Financial Statements Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 18 months (or 21 months, as applicable) from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except for the withdrawal of interest to pay our income taxes. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the Table of Contents Index to Financial Statements interest earned on the trust account will be approximately $202,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $2,370,000 in working capital after the payment of approximately $605,000 in non-reimbursed expenses relating to this offering; and any loans or additional investments from our Sponsor or an affiliate of our Sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our Board of Directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on the NYSE for whatever reason, we may no longer be required to meet the foregoing 80% of net assets test. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the Table of Contents Index to Financial Statements portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our Sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood Table of Contents Index to Financial Statements of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account but net of taxes payable, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.10 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem Table of Contents Index to Financial Statements 100% of our public shares if we do not complete our initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct Table of Contents Index to Financial Statements redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. In such case, our Sponsor and each member of our management team have agreed to vote their founder shares and public shares, and the anchor investors have agreed to vote any founder shares held by them, in favor of our initial business combination. As a result, in addition to our initial shareholders and the anchor investors founder shares, we would need 7,500,001, or 37.5% (assuming the over-allotment option is not exercised and the size of this offering is not increased), of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our Sponsor will terminate any plan Table of Contents Index to Financial Statements established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will with-draw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our Sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more Table of Contents Index to Financial Statements than 15% of the shares sold in this offering) for or against our initial business combination Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 18 months (or 21 months, as applicable) from the closing of this offering to consummate our initial business combination. If we have not consummated an initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account but net of taxes payable, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other Table of Contents Index to Financial Statements applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering. Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our Sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account but net of taxes payable, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our Board of Directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder Table of Contents Index to Financial Statements approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our Sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our Sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; Payment of $10,000 per month to the Sponsor for office space and administrative and support services under an agreement we intend to enter with the Sponsor, effective upon the closing of this offering; and Repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Table of Contents Index to Financial Statements Navigation Capital will be a 70% member of the Sponsor and is not entitled to receive any compensation or other economic incentives from its equity investment in the Sponsor other than as a member of the Sponsor. Navigation Capital will not have contractual recourse to the Founder Shares or the private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) held by the Sponsor if the Sponsor does not satisfy its obligations under the financing arrangement by which Navigation Capital purchases its membership interests in the Sponsor. Audit Committee We will establish and maintain an audit committee in compliance with NYSE rules, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. RISKS We are a recently incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these factors and the other risks set forth in the section entitled Risk Factors of this prospectus. We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares for cash. If we seek shareholder approval of our initial business combination, our Sponsor and each member of our management team has agreed to vote, and the anchor investors have agreed to vote any Table of Contents Index to Financial Statements founder shares held by them, in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The requirement that we consummate an initial business combination within the prescribed time frame after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Our search for a business combination may be materially adversely affected by the COVID-19 pandemic and the status of debt and equity markets. As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. We may not be able to consummate an initial business combination within 18 months (or 21 months, as applicable) after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. If we seek shareholder approval of our initial business combination, our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public float of our Class A ordinary shares or public warrants. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. The NYSE may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. Table of Contents Index to Financial Statements If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 18 months (or 21 months, as applicable) following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our Sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability. We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all. We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results. The other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. Table of Contents Index to Financial Statements
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001852755_cedarlake_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001852755_cedarlake_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a4fedb059f1b3f2ab4e2c3473a7c8ff2fda47167
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001852755_cedarlake_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to Cedarlake Acquisition Corp., a Cayman Islands exempted company; amended and restated memorandum and articles of association are to our Amended and Restated Memorandum and Articles of Association; Class A ordinary shares are to our Class A ordinary shares of par value of US$0.0001 per share in the share capital of the company; Class B ordinary shares are to our Class B ordinary shares of par value of US$0.0001 per share in the share capital of the company; Companies Act are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to holders of our founder shares prior to this offering; management or our management team are to our officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the redeemable warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public warrants are to the redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); Representative(s) are to BofA Securities, Inc. and Morgan Stanley & Co. LLC, the representative(s) of the underwriters in this offering; sponsor are to Cedarlake Sponsor Ltd., a Cayman Islands exempted company; and warrants are to our public warrants and private placement warrants. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated October 1, 2021 PRELIMINARY PROSPECTUS $200,000,000 Cedarlake Acquisition Corp. 20,000,000 Units Cedarlake Acquisition Corp. is a blank check company newly incorporated as a Cayman Islands exempted company with limited liability and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Although we are not limited to, and may pursue targets in, any industry or geography, we intend to focus on companies in fast-growing consumer, technology and mobility spaces that have operations or prospective operations in China. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below, as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we do not complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Cedarlake Sponsor Ltd., has committed to purchase an aggregate of 6,000,000 warrants (or 6,600,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $6,000,000 in the aggregate (or $6,600,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our initial shareholders, which include our sponsor, currently own an aggregate of 5,750,000 Class B ordinary shares, up to 750,000 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised, which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Only holders of Class B ordinary shares will have the right to vote on any resolution of shareholders to appoint or remove directors prior to the completion of our initial business combination. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Currently, there is no public market for our units, Class A ordinary shares or warrants. We have applied to have our units listed on The New York Stock Exchange, or NYSE, under the symbol CEDA.U . We expect that our units will be listed on NYSE on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on NYSE. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless BofA Securities, Inc. and Morgan Stanley & Co. LLC, the representative(s) of the underwriters, inform us of their decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on NYSE under the symbols CEDA and CEDA WS, respectively. Our sponsor and its affiliate Cedarlake Capital Group are located in Hong Kong and conduct the bulk of their businesses in China. Our principal executive offices are located in Hong Kong, and a majority of our executive officers and directors are located in or have significant ties to China and Hong Kong. If we decide to consummate our initial business combination with a target business based in and primarily operating in China, the combined company may face various legal and operational risks and uncertainties after the business combination. Since PRC laws and regulations restrict foreign investment in companies that are engaged in business operations of certain industries, a company based in China may use a corporate structure without direct equity ownership held by foreign investors. Therefore, a series of contractual arrangements may be entered into between the PRC operating entities, which are consolidated variable interest entities (the VIEs ) of the combined company, as well as the VIEs founders and owners, on one side, and a PRC subsidiary of the combined company which may be a company incorporated in the Cayman Islands, on the other side. To the extent that the combined company conducts its operations in China through its PRC subsidiaries and VIEs, such corporate structure involves unique risks to investors after the business combination, as the combined company does not hold any direct equity interest in the PRC operating entities. If the PRC government deems that the combined company s contractual arrangements with its VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, the PRC subsidiaries and the VIEs of the combined company could be subject to material penalties or the combined company could be forced to relinquish its interests in those operations or otherwise significantly change its corporate structure. If we enter into a business combination with a China-based business utilizing a VIE structure, we and investors may face significant uncertainty about potential future actions by the PRC government that could affect the legality and enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of the combined company as a whole. For a detailed description of risks related to the corporate structure using contractual arrangements, see Risk Factors Risks Associated with Acquiring and Operating a Business in China for detailed discussions. Furthermore, the PRC government has significant authority to exert influence on the ability of a China-based company to conduct its business, make or accept foreign investments or list on a U.S. stock exchange. For example, if we enter into a business combination with a target business operating in China, the combined company may face risks associated with regulatory approvals of the proposed business combination between us and the target, offshore offerings, anti-monopoly regulatory actions, cybersecurity and data privacy, as well as the lack of PCAOB inspection on its auditors or the auditors of the target business. The PRC government may also intervene with or influence the combined company s operations at any time as the government deems appropriate to further regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding any industry that could adversely affect our potential business combination with a PRC operating business and the business, financial condition and results of operations of the combined company. Any such action, once taken by the PRC government, could make it more difficult and costly for us to consummate a business combination with a target business operating in the PRC, result in material changes in the combined company s post-combination operations and cause the value of the combined company s securities to significantly decline, or in extreme cases, become worthless or completely hinder the combined company s ability to offer or continue to offer securities to investors. For a detailed description of risks associated with being based in or acquiring a company that does business in China, see Risk Factors Risks Associated with Acquiring and Operating a Business in China. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 46 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. Per Unit Total Public offering price $ 10.00 $ 200,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 11,000,000 Proceeds, before expenses, to Cedarlake Acquisition Corp. $ 9.45 $ 189,000,000 (1) $0.20 per unit, or $4,000,000 in the aggregate (or $4,600,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $7,000,000 in the aggregate (or up to $8,050,000 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000, or $230,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with American Stock Transfer & Trust Company, LLC acting as trustee, after deducting $4,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $4,600,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that none of the funds held in the trust account will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering and (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (a) that would affect the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or (b) with respect to any other provision relating to shareholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The units will be ready for delivery on or about , 2021. Bookrunner BofA Securities Morgan Stanley The date of this prospectus is , 2021 Table of Contents forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Table of Contents TABLE OF CONTENTS Page SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001852771_macondray_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001852771_macondray_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6c74569eca2967d519091239c6c380a4e7b9da19
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001852771_macondray_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: anchor investor are collectively to certain funds and accounts managed by subsidiaries of BlackRock Inc., which are qualified institutional buyers that are unaffiliated with our management team that will purchase private placement warrants in connection with this offering and have indicated an interest in purchasing units in this offering, all as described in this prospectus; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; directors are to our current directors and director nominees named in this prospectus; founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and our Class A ordinary shares that will be issued upon the automatic conversion thereof as provided herein; initial shareholders are to our sponsor and the other holders of our founder shares prior to this offering; letter agreement refer to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our directors and officers; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants issued to our sponsor and the anchor investor in a private placement simultaneously with the closing of this offering; public shareholders are to the holders of our public shares, including our sponsor, directors and officers to the extent our sponsor, directors or officers purchase public shares, provided their status as a public shareholder shall only exist with respect to such public shares; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); second amended and restated memorandum and articles of association are to our second amended and restated memorandum and articles of association to be in effect upon completion of this offering; sponsor are to Macondray, LLC, a Delaware limited liability company; warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and we, us, our or our company are to Macondray Capital Acquisition Corp. I, a Cayman Islands exempted company. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase a multiple of three units, the number of warrants issuable to you upon separation of the units will be rounded down to the nearest whole number of warrants. All references in this prospectus to shares of the company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. All references to the conversion of our Class B ordinary shares shall take effect as a redemption of such Class B shares and issuance of the corresponding Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JUNE 21, 2021 PRELIMINARY PROSPECTUS $250,000,000 Macondray Capital Acquisition Corp. I 25,000,000 Units Macondray Capital Acquisition Corp. I is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger or mergers, amalgamation, share exchange, share purchase, asset acquisition, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein, and only whole warrants are exercisable. The warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase a multiple of three units, the number of warrants issuable to you upon separation of the units will be rounded down to the nearest whole number of warrants. We have also granted the underwriters a 45-day option to purchase up to an additional 3,750,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not completed our initial business combination within 18 months from the closing of this offering (or 21 months from the closing of this offering if we have executed a definitive agreement for our initial business combination within 18 months from the closing of this offering but have not completed our initial business combination within such 18 month period), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Macondray, LLC, a Delaware limited liability company (which we refer to as our sponsor throughout this prospectus), has committed to purchase an aggregate of 4,666,667 warrants (or 5,191,667 warrants if the underwriters over-allotment option is exercised in full) each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant in a private placement that will close simultaneously with the closing of this offering. Additionally, certain funds and accounts managed by subsidiaries of BlackRock Inc., which are qualified institutional buyers that are unaffiliated with our management team (which funds and accounts we collectively refer to as our anchor investor throughout this prospectus) have agreed to purchase an aggregate of 2,000,000 private placement warrants (or up to 2,225,000 private placement warrants if the underwriters over-allotment option is exercised in full) from us, at a price of $1.50 per warrant, upon consummation of this offering. If the actual number of units offered and sold in this offering is less than 20,000,000 or greater than 30,000,000, our anchor investor will have the right to terminate its agreement to purchase private placement warrants from us. Our anchor investor has also expressed an interest in purchasing an aggregate of 9.8% of the units sold in this offering at the public offering price of the units offered hereby. However, because an expression of interest is not a binding agreement or commitment to purchase, our anchor investor may determine to purchase more, fewer or no units in this offering or the underwriter may determine to sell more, fewer or no units to our anchor investor. In connection with the foregoing, our sponsor has agreed to sell 937,500 of our Class B ordinary shares (or 1,078,125 shares if the underwriters over-allotment option is exercised in full) to our anchor investor in connection with the closing of our initial business combination. The number of Class B ordinary shares our anchor investor is entitled to purchase from our sponsor will not be less than 937,500 shares (or 1,078,125 shares if the underwriters over-allotment option is exercised in full) regardless of the actual number of units offered and sold in this offering. We will receive an aggregate of $10,000,000 (or $11,125,000 if the underwriters over-allotment option is exercised in full) from these sales of private placement warrants. If our anchor investor purchases the full 9.8% of the units it has expressed an interest in purchasing, it would own an aggregate of approximately 7.8% of our outstanding ordinary shares following this offering and our sponsor would own approximately 19.4% of our outstanding ordinary shares following this offering (in each case assuming the underwriters over-allotment option is not exercised). Our initial shareholders currently own 7,187,500 Class B ordinary shares, up to 937,500 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors. In addition, in a vote to continue our company in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational documents for such jurisdiction) which requires the approval of at least two-thirds of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at a shareholders meeting, holders of our Class B ordinary shares will have ten votes for every Class B ordinary share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share. Prior to this offering, there has been no public market for our units, Class A ordinary shares or warrants. We intend to apply to list our units on the Nasdaq Capital Market ( Nasdaq ) under the symbol DRAYU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the Nasdaq. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See Risk Factors beginning on page 33. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds Before Expenses to Us Per Unit $ 10.00 $ 0.55 $ 9.45 Total $ 250,000,000 $ 13,750,000 $ 236,250,000 (1) Includes $0.35 per unit, or $8,750,000 (or up to $10,062,500 if the underwriters over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $252,500,000 or $290,375,000 if the underwriters over-allotment option is exercised in full ($10.10 per unit), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2021. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities. Sole Book-Runner and Lead Manager B. Riley Securities, Inc. The date of this prospectus is , 2021. TABLE OF CONTENTS shall take effect as scrip dividends as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their overallotment option and the forfeiture by our sponsor of 937,500 founder shares. Overview We are a newly organized blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination opportunity in any business, industry, sector or geographic region, we intend to focus our search on companies with an aggregate enterprise value of approximately $1.5 billion and up in the software, data and technology, media and telecom ( TMT ) industries. We intend to capitalize on our management team s background and experience in order to identify, source, negotiate and execute an initial business combination with the ultimate goal of pursuing attractive risk-adjusted returns for our shareholders. Management Team and Board of Directors Our team is purpose built for this moment. We believe we will be successful in the rapidly evolving public technology and financial markets due to the diversity of our team s experience. As executives, board members, and investors in high growth private and scaled public companies, we have recently walked the path, while cultivating a network of resources and developing a successful strategy for operating a public company. Our management team will be led by Grady Burnett, our Chairman and Co-Chief Executive Officer, and Lance Conn, our Co-Chief Executive Officer and Chief Financial Officer. Grady has been a leader and innovator in technology, investing, philanthropy and sports over the past twenty-five years while playing a leading role driving the go to market functions of several large technology platform companies. Lance has played a leading role in deal making and corporate governance throughout his career in law, technology, investing, entrepreneurship, and non-profit matters. Grady and Lance have known and worked with each other in various capacities over the past decade, including as fellow directors, in connection with potential investment opportunities, and in new entrepreneurial endeavors. In addition, we have assembled a team of industry experts with extensive operational experience in our target industries, who will serve on our board of directors. Grady has partnered with Andy Sheehan on several transactions and has been working together with Claire Johnson and Gretchen Howard since their days at Google together. Together, the team combines for over 135 years of experience as investors, operators or board members in software and TMT sectors. In addition, the team will activate a broader advisory network that will help with sourcing deals, helping companies prepare to go public, evolving product lines and accelerating growth. We believe our team is well positioned to identify and evaluate businesses within the software, data and TMT industries that would benefit from being a public company and having access to our expertise. R. Grady Burnett, our Co-Chief Executive Officer and the Chairman of our board of directors, is a seasoned technology executive and investor with deep experience and success in driving sales, growth and impact at several technology companies. Grady was a co-founder of Bow Capital Partners, a $275 million venture capital fund founded in 2016, and was a member of its Investment Committee from June 2016 until 2020. Previously, Grady served as Chief Operating Officer at Flurry, Inc., a mobile analytics, monetization and advertising company, from October 2013 to October 2014 where he helped lead the sale of the company to Yahoo! Inc. Grady also served as Vice President of Global Sales & Operations at Facebook, Inc. (Nasdaq: FB) ( Facebook ) from June 2009 to November 2013. Prior to joining Facebook, Grady was the Director of North American Sales and Operations at Google from August 2005 to May 2009 and Vice President of Sales at DoubleClick from April 1998 to April 2003. Grady started his career as a professional tennis player on the ATP tour before shifting to a career in technology and media. Grady is an independent director for Kaleido Biosciences Inc (Nasdaq: KLDO) where he is also a member of the Governance Committee and the Audit Committee, which he chaired from 2018 to 2020. Grady has previously been an independent director at Kenshoo. Grady is also a member of the Board of Trustees for two non-profits, The TABLE OF CONTENTS Menlo School and East Palo Alto Tennis & Tutoring. Grady holds a BA from the University of Michigan and an MBA from Harvard Business School. W. Lance Conn, our Co-Chief Executive Officer, Chief Financial Officer and one of our director nominees, is a seasoned investor, director and former executive, with extensive experience in corporate transactions and strategic growth initiatives across many sectors, with a focus on media, telecom and technology. Lance also has 20 years of experience as a director at dozens of companies. Since 2009, Lance has served as a director on the board of Charter Communications, Inc. (Nasdaq: CHTR) as well as the chair of its compensation committee. During that time, he has also managed a private investment portfolio. From July 2004 to May 2009, Lance was the president of Vulcan Capital, the investment arm of Microsoft co-founder Paul Allen s family office. While at Vulcan Capital, he chaired the firm s investment committee and directed the successful deployment of several billion dollars of investments across a range of asset classes, industry sectors and company stages. He oversaw the turnaround of the firm s legacy investment portfolio, while also serving as the chair of Vulcan Energy Corporation, and a director of the Seattle Seahawks, the Portland Trailblazers, Oxygen Media, Plains All American Pipeline (Nasdaq: PAA), Digeo, Inc. and PAA/ Vulcan Gas Storage, LLC. Lance also managed Vulcan Capital s investments in Dreamworks SKG, the Sporting News, and the Seattle Sounders, and helped to found two endowment-style investment firms, Makena Capital Management and Global Endowment Management. Prior to his time at Vulcan Capital, Lance was employed by America Online, Inc. from March 1996 to May 2003, where he served in various senior executive roles in the U.S. and Europe, including head of the company s business affairs unit and leader of a company-wide operational improvement program. From September 1994 to February 1996, Lance was an attorney with Shaw, Pittman, Potts & Trowbridge LLP in Washington, D.C. Since May 2020, he has served as the executive chair of Common Sense Networks PBC, a for-profit children s media company he co-founded in partnership with the non-profit Common Sense Media. He holds a J.D. from the University of Virginia, an M.A. in history from the University of Mississippi, and a B.A. in history from Princeton University, and is currently a member of the D.C. Bar. Gretchen Howard, one of our director nominees, has been the Chief Operating Officer at Robinhood Markets, Inc. since January 2019 and previously was a Partner with CapitalG, Google s Growth Equity fund, from 2014 to January 2019. Gretchen joined Google in 2006, holding various roles including the co-site lead of the Google San Francisco office and Managing Director in Global Business Operations. Prior to joining Google, Gretchen was Vice President of Market Development for Fidelity Investments, and she started her career working in consulting, helping companies implement new technology strategies. Gretchen holds a BA from Williams College and an MBA from Harvard Business School. She is also a Trustee of Williams College and serves on the board of AllTrails. Andrew (Andy) Sheehan, one of our director nominees, is a technology investor with over 25 years of experience and in-depth technology industry knowledge. Since 2014, Mr. Sheehan has served as the Managing Partner of Tippet Venture Partners, a venture capital firm. Mr. Sheehan was a Partner of Sutter Hill Ventures, a venture capital firm, from 2007 until February 2021. Mr. Sheehan has served on the Board of Directors of Yext, Inc. (NYSE: YEXT), a publicly held technology company, since May 2008 and on the Board of Directors of Quinstreet (Nasdaq: QNST), a publicly held marketing technology company, since February 2017. Mr. Sheehan also serves on the board of directors of a number of privately-held companies in the technology industry. Mr. Sheehan holds a B.A. in English from Dartmouth College and an MBA from the University of Pennsylvania, Wharton School. Claire Johnson, one of our director nominees, is a successful technology executive, team builder, investor and advisor with nearly 20 years of experience is sales, product strategy, marketing and operational scaling. Claire has been the Chief Operating Officer at Stripe since October 2014. She is responsible for scaling Stripe s worldwide operations to meet the needs of its rapidly growing user base. From 2004 to 2014, Claire led various business, product and operations teams at Google, most recently for the Self-Driving Cars project at Google[x]. She also managed the business and operational teams behind the launches of Gmail, Google Checkout, and Google Apps. In 2012 and 2013, Claire led the product, engineering and sales teams of Google Offers. She also served as co-lead and executive sponsor of the Global Women@Google Network, building the organization to over 4,000 active members during her tenure. Before that, Claire worked on Google s advertising sales team, ultimately leading the Global Online Sales organization. She also created the Consumer Operations team that today supports all of Google s users. Prior to Google, Claire TABLE OF CONTENTS served in management consulting roles, and began her career in Massachusetts state politics, running state and local campaigns. She served on the board of Hallmark Cards, Inc. from 2012 to 2018 and has been a Trustee of Milton Academy since 2011. She earned a bachelor s degree with honors from Brown University and an MBA from Yale School of Management. Obinna Onyeagoro, one of our director nominees, has been a consultant with Egon Zehnder since March 2019 and is active in the firm s Financial Services, Technology Enabled Businesses and Board Practices helping clients develop their Leadership Strategy. Obinna s focus is to build close, trusted relationships advising senior executives on their leadership challenges across multiple sectors including private-equity, private-credit firms, infrastructure funds and technology & media organizations. Prior to joining Egon Zehnder, Obinna was a strategic advisor from July 2017 to February 2019 and headed the Financial Sponsors Group, EMEA at Standard Chartered Bank from December 2013 to June 2017. He previously served as an investment banker with Deutsche Bank Securities in New York on the Leveraged Finance team and began his career as a consultant at Accenture in 1999. Obinna earned a BS in electrical engineering from Boston University, a Master s in education with a technology focus from Harvard University, and an MBA from Harvard Business School. Past performance of our management team, our directors and their respective affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate, or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management, our directors and their respective affiliates as indicative of our future performance, and no member of the management team has prior experience with special purpose acquisition companies. In addition, for a list of members of our management team and our board and entities for which a conflict of interest may or does exist between such persons and the company, as well as the priority that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under Management Conflicts of Interest . In addition to our experienced and highly qualified management team and board, we expect to have the support and guidance of the following board advisors: Howard Andrew (Andy) Fisher, one of our board advisors, was Head of Technology Equity Capital Markets at Goldman Sachs where he worked from 2005-2016. From 1982 to 2005, Andy worked at Credit Suisse as well as its predecessors, The First Boston Corporation and Credit Suisse First Boston. Since 1999, Andy was the lead capital markets professional responsible for executing and pricing over 125 IPOs for companies such as Atlassian Corporation Plc, Square Inc. (NYSE: SQ) ( Square ), Zendesk, RingCentral, Yelp, Tesla, Inc., Baidu, Inc. and Google. Andy s tech sector experience includes software, internet, networking, semiconductor, cleantech and IT Services primarily in the U.S. and China. Andy graduated from Yale University in 1979 with a BA in Economics. Stacy Brown-Philpot, one of our board advisors, has more than 15 years of consumer technology experience. She served as the Chief Executive Officer of TaskRabbit and, after their sale to IKEA Group ( IKEA ) in 2017, went on to serve as a senior executive on the IKEA team. Prior to TaskRabbit, Stacy served as Entrepreneur-in-Residence at Google Ventures, leading strategic expertise to the firm s portfolio companies. Prior to that, she spent nearly a decade at Google where she held senior roles in Search, Chrome, Google+, AdWords and served as the Head of Online Sales & Operations in India. She also brings financial experience from her days working at PricewaterhouseCoopers and Goldman Sachs Group, Inc. Stacy is on the Investment committee at Softbank Opportunity Fund, a $100 million fund established to invest in Black, Latinx, and Native American founders. She serves on the board of directors for HP Inc. (NYSE: HPQ), Nordstrom, Inc. (NYSE: JWN), Black Girls Code, and The Urban Institute and was a founding member of SoftBank's $100 million Opportunity Fund. She holds a B.S. in Economics at the University of Pennsylvania, where she graduated Magna Cum Laude, and an M.B.A. from the Graduate School of Business at Stanford University. Gokul Rajaram, one of our board advisors, has served on the executive team at DoorDash, Inc. (NYSE: DASH) ( DoorDash ) since November 2019, after Doordash acquired Square s food delivery business, Caviar. He currently serves as a Senior Vice President at DoorDash. Prior to DoorDash, he worked as the Product Engineering Lead from July 2013 to October 2019 at Square, where he led several product TABLE OF CONTENTS development teams and served on Square s executive team. Prior to Square, he served as Product Director of Ads from August 2010 to July 2013 at Facebook, where he helped Facebook transition its advertising business to become mobile-first. Earlier in his career, Gokul served as a Product Management Director for Google AdSense, where he helped launch and grow the product. Gokul has served as a Director of Coinbase Global, Inc. (Nasdaq: COIN) since August 2020, Pinterest (NYSE: PINS) since February 2020, The Trade Desk Inc (Nasdaq: TTD) since May 2018 and Course Hero since June 2008. Business Strategy To be successful in today s competitive technology landscape, we believe it is important to have recent and relevant operational experience in high-growth companies coupled with deep ties to the venture capital and private equity funding ecosystem and experience working on public company boards. It is vital that the team have experience working together, aligned interests, and a mindset that puts the company first. We have applied this lens when building our team and business strategy. Our team is comprised of industry leaders who have deep experience as executives, investors and board members in some of the most significant technology companies and platforms of this era. We intend to source initial business combination opportunities through our team s extensive networks. Over the course of their careers, the members of our team have developed a broad network of contacts and corporate relationships across the venture capital, growth equity and private equity landscape, and including founders, seasoned executives and operators at the premier and emerging technology companies. Our team will activate these close relationships to quickly build a robust flow of acquisition opportunities. We intend to partner with the management, owners and founders of a target business to understand their goals, objectives, opportunities and limitations in order to align on the best long-term path for the company. We intend to focus our efforts on excellent companies where we believe the combination of our operating experience and professional relationships can be beneficial to the growth strategy of the target business. We will trust them to build an enduring, successful company, and we will be there as a partner to support them through the ups and downs on that journey. We believe that our team will be an attractive partner to the founders, executives and board members of target companies given our collective experience helping to build some of the most iconic companies of today. Business Combination Criteria We have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to consummate our initial business combination with a target business that does not meet one or more of these criteria and guidelines. Middle-Market Businesses. We will seek to acquire one or more businesses with an enterprise value of approximately $1.5 billion and up, although we may find an attractive deal below that range. Strong Management Teams with a Proven Track Record. We intend to seek target companies who serve a large addressable market, have strong management teams, and a proven track record of driving technological innovation and growth. Targets that can Benefit from our Team s Relationships and Experience. We intend to capitalize on the ability of our team to identify and acquire a business or businesses that can benefit from our team s operating expertise and relationships. We will seek to partner with potential target s management team and expect that the operational abilities of our management and board will help potential target company to unlock opportunities for future growth. Our team is committed to providing support, guidance and, where necessary, additional management talent to help the company achieve the next level of excellence. Growth Opportunities through Capital Investment. We intend to seek candidates with significant growth potential who will benefit from additional capital investment through a business combination. These target companies may have the opportunity to expand product lines, geographical regions, teams, grow through acquisition or all of the above. TABLE OF CONTENTS Benefit from being a Public Company. We plan to evaluate companies that are well run, serve a large market, and can benefit greatly from becoming a public company and the associated public profile and broader access to capital. Risk-Adjusted Return. We intend to acquire one or more companies that we believe can offer attractive risk-adjusted returns on investments for our shareholders. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management, board members and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us. Competitive Strengths We believe that our experienced management team and directors will offer distinctive competitive advantages to our shareholders in the pursuit of target opportunity Extensive diversified operational experience Deep ties to entrepreneurs, executives, venture capital, growth equity, private equity and capital markets communities as investors, operators, and partners Broad network across software, data and TMT sectors Recent, relevant experience as executives, board members, and investors in high profile private and scaled public companies Extensive industry knowledge across all aspects of technology, data, software, media and telecom Diverse team with over a decade of experience working together Playbook for operating a public company Acquisition Process We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Each of our directors and officers presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities registered under the Exchange Act even before we have entered into a definitive agreement regarding our initial business combination. TABLE OF CONTENTS Initial Business Combination Nasdaq listing rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account). We refer to this as the 80% fair market value test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target business or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If our initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses. Members of our management team and our directors may directly or indirectly own our founder shares, Class A ordinary shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. In particular, because the founder shares were purchased at approximately $0.003 per share, the holders of our founder shares (including members of our management team that directly or indirectly own founder shares) could make a substantial profit after our initial business combination even if our public shareholders lose money on their investment as a result of a decrease in the post-combination value of their ordinary shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination). Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. TABLE OF CONTENTS Other Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non- affiliates exceeds $700 million as of the end of the prior fiscal year s second quarter and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on March 15, 2021. Our executive offices are located at 707 Menlo Ave, Suite 110, Menlo Park, CA 94025. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001852940_gogreen_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001852940_gogreen_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a3b71105f88c02fe1ca8335bf1af036786b752ca
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001852940_gogreen_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, , our, company or our company are to GoGreen Investments Corporation, a Cayman Islands exempted company; amended and restated memorandum and articles of association are to our memorandum and articles of association to be in effect upon completion of this offering; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; directors are to our current directors and our director nominees named in this prospectus; founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and, unless the context otherwise requires, our Class A ordinary shares issued upon the conversion thereof as provided herein; initial holders are to our sponsor and the other holders of our founder shares prior to this offering; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; placement shares are to the 1,025,000 Class A ordinary shares (or 1,145,000 Class A ordinary shares if the underwriters overallotment option is exercised in full) included as part of the placement units being purchased by our sponsor in the private placement; placement units are to the 1,025,000 units (or 1,145,000 units if the underwriters overallotment option is exercised in full) being purchased by our sponsor in the private placement, each placement unit consisting of one placement share and one-half of one placement warrant; placement warrants are to redeemable warrants to purchase an aggregate of 512,500 of our Class A ordinary shares (or 572,500 of our Class A ordinary shares if the underwriters overallotment option is exercised in full) included as part of the placement units being purchased by our sponsor in the private placement; private placement refers to the private placement of 1,025,000 units (or 1,145,000 units if the underwriters overallotment option is exercised in full) being purchased by our sponsor, which will occur simultaneously with the completion of this offering, at a purchase price of $10.00 per unit for a total purchase price of $10.25 million (or $11.45 million if the underwriters overallotment option is exercised in full); public shares are to our Class A ordinary shares offered as part of the units in this offering (whether they are subscribed for in this offering or acquired thereafter in the open market); public shareholders are to the holders of our public shares, including our initial holders and management team to the extent our initial holders and/or members of our management team purchase public shares, provided that each initial holder s and member of our management team s status as a public shareholder shall only exist with respect to such public shares; 1 Table of Contents public warrants are to the redeemable warrants included as part of the units in this offering (whether they are subscribed for in this offering or acquired in the open market); sponsor is GoGreen Sponsor 1 LP, a Delaware limited partnership. The general partner of GoGreen Sponsor 1 LP is GoGreen Holdings 1 LLC, a Delaware limited liability company, the managing member of which is our Chairman and Chief Executive Officer and each of our officers, directors and director nominees is a limited partner of GoGreen Sponsor I LP; and warrants are to our redeemable warrants, which include the public warrants as well as the placement warrants. All references in this prospectus to shares of the company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Registered trademarks referred to in this prospectus are the property of their respective owners. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. General We are a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While our efforts to identify a target business may span many industries and regions worldwide, we intend to primarily focus our search for prospects within the clean/renewable energy ( energy transition ) space. Our ability to locate a potential target is subject to the uncertainties discussed elsewhere in this prospectus. We intend to efficiently identify and complete an initial business combination with a business that is actively engaged in creating and deploying technology, services, or other offerings that contribute to energy transition in the power generation, industrial, transportation, or other industries. We may also seek a target in disruptive technology industries more broadly, but which still falls within our target of de-carbonization space. However, we are not limited to these industries and we may pursue a business combination opportunity with any business or in any industry we choose. We believe we are well positioned to draw upon a vast network across the energy transition and conventional energy sectors to identify opportunities with the potential to generate attractive risk-adjusted returns for our shareholders. We broadly define the energy transition sector to include, but not be limited to: Utility scale solutions to address issues related to the dislocations caused by renewable power generation through either power storage or clean transportation fuel solutions; Hydrogen solutions for power storage, generation and transportation; Software solutions for managing and improving reliability of renewable power generation; Carbon capture and sequestration; Integrated case-specific solutions for reliable renewable power generation supply and storage; De-carbonization solutions for oil and gas, conventional power generation, agriculture, chemicals, shipping, mining, cement and other industries; and Upstream raw materials supply solutions and downstream mobility solutions for electrification. 2 Table of Contents Our Management Team Our management team has broad skills and experience relevant to our business strategy, as well as a track record of identifying, investing, growing and operating businesses in diverse sectors, including our targeted ones. Our management team also has extensive governance, regulatory and public company leadership experience. We believe our competitive advantages include the experience of our management team in energy transition, technology, strategic investments and finance, as well as its significant relationships worldwide in public and private industry. Our management team consists of: John Dowd, our Chief Executive Officer and Chairman of the Board of Directors, has decades of experience generating attractive risk-adjusted returns as a manager of capital. He spent more than three decades researching and investing in the global energy industry, including 14 years as portfolio manager of Fidelity Research & Management Company s energy- and natural resources-oriented sector funds. He received six Lipper awards for his funds performance during that time, including one recognizing his 10-year track record of performance in the energy sector. He has provided expert testimony to the U.S. Senate on energy matters. Mr. Dowd covered the oil service and equipment, and refining and integrated oil segments as a senior research analyst for Sanford C. Bernstein & Co. He is a former partner of Lawhill Capital Partners, an energy-focused investment management firm. He serves as treasurer to the board of directors at the Commonwealth School in Boston and is co-chair of InCommon, the school s diversity, equity and inclusion initiative. Vikas Anand, our Chief Development Officer, is an executive with extensive experience in renewable energy. He has 22 years of management and financial expertise and a record of transformational leadership across diverse businesses at General Electric Co. (NYSE:GE). Mr. Anand is the former CEO of GE Renewable Energy Onshore Wind Americas, a unit with multi-billion dollars in revenue. Under his leadership over three years, the unit nearly doubled its market share to 53% in the highly competitive U.S. market, restoring GE to the No. 1 position. Mr. Anand led the unit to expand its customer base, improve its delivery performance, earnings and return on invested capital. Mr. Anand also led investments in technology and commercial platforms that strengthened the long-term potential of the unit, including the successful launch of expanded repower offerings, and innovative operations and maintenance solutions. He served on the executive committee for the board of the American Clean Power Association (formerly AWEA) and represented the renewable energy industry s interests before members of the U.S. Congress. He is the former chief financial officer and a voting member of the investment committee of GE Energy Financial Services, an energy investment business with approximately $16 billion in assets during Mr. Anand s tenure, focused on providing equity and debt financing to solar, wind and natural gas-fueled power generation and midstream sectors. Mr. Anand was the executive sponsor of GE Renewable Energy Junior Officer Leadership, a hiring and development program focused on U.S. military veterans, and was a founding member of AWEA s Diversity & Inclusion Industry Task Force. Dan Foley, our Chief Technology Officer, has over 30 years of energy sector experience in developing, building, owning and operating traditional and renewable energy projects throughout North America. He was the founder and Chief Executive Officer of GlidePath Power Solutions LLP, a leading independent developer and owner of advanced energy systems, with a portfolio of 445 megawatts of battery storage and renewable energy projects and 3 gigawatts of battery storage projects in development. Prior to founding GlidePath Power, he was the Chief Executive Officer of Acciona Energy North America Corp., one of the world s leading renewable energy companies. He also worked in power marketing at Invenergy LLC, in risk management consultation with utilities at Deloitte LLP, and as a transmission and generation operator and engineer for Commonwealth Edison Co. We believe Mr. Foley understands the challenges facing the integration of renewable energy into the existing grid from a policy, financial and technical standpoint. Govind Friedland, our Chief Operating Officer, possesses a unique multicultural background, having lived much of his life in Asia immersed in the mineral exploration industry. He has spent more than 20 years working internationally to finance, explore and develop strategic mineral deposits critical for combating global air pollution. His career experience has focused primarily on nickel, copper and uranium. Mr. Friedland is the founder, former CEO and current executive chairman of GoviEx Uranium Inc. (TSXV:GXU), an advanced stage African-focused uranium mine developer and explorer. He serves on the board of directors at Cordoba Minerals Corp. (TSXV:CDB), which is developing the San Matias copper/gold complex north of Medellin, Colombia; and Sama Resources Inc. (TSXV:SME), which is exploring the Samapleau nickel/copper project in Ivory Coast, West Africa. Mr. Friedland 3 Table of Contents is a founding shareholder of I-Pulse Inc., a U.S. corporation that uses proprietary technologies to power disruptive industrial solutions across a range of industries including mineral exploration, water discovery, large-scale batteries and advanced manufacturing. Sergei Pokrovsky, our Chief Decarbonization Officer, has 20 years of experience in energy and mergers and acquisitions (M&A). He spent majority of his career on the upstream energy side. He held various management roles at Baker Hughes Company and The PJSC Lukoil Oil Company (OTC: LUKOIL) as well as commercial and management roles at Kimmeridge Energy Management Company, investing in transformational energy projects. Most recently, Mr. Pokrovsky founded and has been managing an energy-focused private equity fund Werrus Energy based in Houston. Mr. Pokovsky brings hands-on experience of operations execution, proprietary deal flow, private companies valuation, and bridges the gap between traditional and sustainable clean energy projects. We believe Mr. Pokrovsky understands the challenges traditional energy companies are facing transitioning to carbon neutral future and can identify the best technological solutions to address it. Michael Sedoy, CFA, our Chief Financial Officer, has 20 years of experience in energy, utilities, infrastructure and alternative energy investment. He is a former portfolio manager at Cinctive Capital, Kimmeridge Capital and Diamondback Capital, where he was responsible for managing long-short portfolios in the global energy, utilities and energy transition sectors. Prior to joining the hedge fund industry, Mr. Sedoy was co-portfolio manager of two capital and income funds at Salomon Brothers Asset Management, and served as sector head of its energy and utilities investments. Mr. Sedoy was a senior analyst at AllianceBernstein Holding LP, where he worked on senior investment-grade, high-yield debt and distressed utilities and pipelines. He was a sell-side research associate for integrated oils and refiners at Sanford C. Bernstein. Board of Directors Vice Admiral Dennis McGinn, our director nominee, was appointed and served as Assistant Secretary of the Navy for Energy, Installations and Environment from September 2013 until January 2017. Previously, Mr. McGinn served on active duty in the United States Navy for 35 years as a naval aviator, test pilot, aircraft carrier commanding officer, and national security strategist. His capstone assignments as Vice Admiral included serving as Deputy Chief of Naval Operations and as Commander of the United States Third Fleet. Mr. McGinn is former President of the American Council on Renewable Energy (ACORE) and a past member of the Steering Committee of the Energy Future Coalition, United States Energy Security Council, Bipartisan Policy Center Energy Board, and CNA Military Advisory Board. He currently serves as a board member for the Electric Power Research Institute, the Rocky Mountain Institute, Customer First Renewables, Willdan Group Inc., HALO Maritime Systems, and is a senior advisor to the Scripps Institute of Oceanography and the Center for Climate and Security. Neha Palmer, our director nominee, is the Chief Executive Officer of TeraWatt Infrastructure, a company that develops and finances electric vehicle charging infrastructure in the United States. She is the former head of energy strategy, global infrastructure at Google LLC (formerly Google Inc.) (Google). Ms. Palmer led the team responsible for procurement of energy and electric infrastructure, risk management, energy trading operations, and sourcing as much renewable energy as possible to power Google s global operations. As a result of initiatives that Ms. Palmer led, Google became the world s largest corporate purchaser of renewable energy and the first company of its size to achieve 100% renewable energy for operations, which it has done since 2017. Prior to joining Google, Ms. Palmer held several positions at PG&E Corp. (NYSE: PCG), the last being director of corporate development. She is a former investment banker for Goldman Sachs Group, Inc. (NYSE: GS), serving clients in the electricity sector. Ms. Palmer holds an MBA from the Kellogg School of Management at Northwestern University, and a bachelor s degree in civil engineering from California Polytechnic State University, San Luis Obispo. Nereida Flannery, our director nominee, has 20 years of M&A, consulting, investment banking and operational experience in China, working with prominent multinational clients as well as leading Chinese firms across a broad range of industries. She is based in Beijing. Ms. Flannery is a co-founder of The Balloch Group (TBG), a leading investment advisory firm in China. At TBG, she headed business development activities and was engaged with the firm s M&A mandates in the natural resources sector. She led the team that advised Hong Kong-listed Zijin Mining Group Co. Ltd. on several of its major overseas acquisitions and originated or managed several other transactions, including Sinopec Group s 2005 purchase of a 40% interest in a Canadian oil sands project. Ms. Flannery has advised Chinese sector leaders such as Sinochem Corp., China Minmetals Corp., and other mining and oil and gas firms in China, helping them identify overseas acquisition targets and sourcing foreign strategic partners for their projects 4 Table of Contents overseas. Prior to founding TBG, she was the Shanghai general manager and vice president for international business development at Alibaba.com, Asia s largest e-commerce marketplace. Ms. Flannery served as Country Manager of the Canada China Business Council in China, where she worked closely with Canadian-member companies to design, execute and monitor their China entry strategies. Greg Hill, our director nominee, is president and chief operating officer of Hess Corp. (NYSE:HES), a global independent energy company engaged in the exploration and production of crude oil and natural gas. Prior to joining Hess in 2009, Mr. Hill spent 25 years at Shell Oil Co. in a variety of operations, engineering, technical and business leadership roles in Asia-Pacific, Europe and the United States. He served as executive vice president exploration and production (E&P) of Singapore-based Shell Asia Pacific; vice president of production for Shell E&P Europe; and senior vice president of Aera Energy, LLC, a California-based natural gas and oil producer jointly owned by Shell and ExxonMobil Corp. He is a member of the board of directors of Harbour Energy Plc, and Hess Midstream Partners LP (NYSE: HESM); a general member of the Council on Competitiveness and a national commissioner on the Council s National Commission on Innovation & Competitiveness Frontiers; and a member of the Upstream Committee of the American Petroleum Institute. Mr. Hill is also a board member of the National Ocean Industries Association, the Greater Houston Partnership, Accenture Global Energy Board, and CEOs Against Cancer (Gulf Coast Chapter). He chaired the Wyoming Governor s ENDOW initiative to develop a 20-year economic diversification plan for the state of Wyoming; co-chaired the Wyoming Governor s Energy, Engineering, STEM Integration Task Force; and chaired the University of Wyoming Foundation Board until 2020. He is a founding member of the Blue Ribbon Panel on Sustaining America s Diverse Fish and Wildlife Resources created in 2014 by the Association of Fish and Wildlife Agencies. Livia Mahler, our director nominee, is a co-founder and the president and chief executive officer of Vancouver-based Computational Geosciences Inc., which provides technological solutions to the natural resource industry. She brings extensive experience in corporate governance and strategy, having served as a board member with numerous public companies. Ms. Mahler is currently a Director and member of the Technical, Audit and Compensation committees at Endeavour Mining, a West African gold producer focused on developing and operating a portfolio of high quality low-cost, long-life mines. Her previous board memberships include Ivanhoe Mines Ltd. (audit and compensation committees), Diversified Royalty Corp. (audit and compensation committees) and Turquoise Hill Resources Ltd. (audit and compensation committees). Ms. Mahler has previously raised and managed technology focused private venture capital funds and brings strong expertise to evaluating new technologies. Robert Hvide Macleod, our director nominee, is the former Chief Executive Officer of the management division of Frontline Ltd., the world s largest tanker company, where he led the company through a period of significant fleet growth. Prior to Frontline, Mr. Macleod was employed by maritime and energy conglomerate A.P. Moller Group and by Glencore-ST Shipping. He is the founder of Highlander Tankers AS and currently holds board positions and equity interests across a wide range of companies. Executive Advisors Robert Friedland, our executive advisor, is founder and chairman of Ivanhoe Capital Corp., an international venture capital firm. He has also served as the Chairman and Chief Executive Officer of Ivanhoe Capital Acquisition Corp., a special purpose acquisition corporation, since July 2020. Over 30 years, Ivanhoe Capital has invested in a diverse portfolio of businesses, but focused primarily in the mining and disruptive technology sectors. These investments have been in ventures that led to the discovery and development of some of the world s most significant mineral deposits, development and applications of advanced technologies across various industries, and the advancement and commercialization of, among others, grid scale vanadium battery technology. Mr. Friedland s mining interests are targeted toward companies exploring for and seeking to develop the metals needed for the paradigm electrification shift: copper, nickel, cobalt, and the platinum group metals platinum, palladium and rhodium, which are also known as the electrification metals. Peggy Wang, our executive advisor, is an attorney specializing in cross-border corporate M&A and private equity, having spent more than 20 years working in New York, Hong Kong and London. Ms. Wang is currently a partner in the Norton Rose Fulbright corporate team based in Hong Kong, focusing on private equity and M&A. She was a private equity partner at White & Case in London, and previously served as the firm s Asia head of private equity based in Hong Kong. Before joining White & Case, Ms. Wang was a partner at Linklaters in Hong Kong. She also served as M&A Legal senior counsel at Citigroup Inc. (NYSE: C) and was an associate at Kaye Scholer in New York City. 5 Table of Contents Andrew Poole, our executive advisor, is chairman and CEO of Delwinds Insurance Acquisition Corp. (NYSE: DWIN.U), a Houston-based blank check company. Mr. Poole has more than 16 years of diversified investment experience. He is the former chief investment officer of Tiberius Acquisition Corporation, a blank check company that went public in 2018, raising approximately $173 million in its initial public offering. He is a former partner and portfolio manager at Scoria Capital Partners LP, a long-short equity hedge fund. Prior to Scoria, Mr. Poole held various positions at Diamondback Capital Management LLC and SAC Capital Advisors. He began his career at Swiss Re (SIX: SREN). Market Opportunity Concerns regarding climate change are rapidly changing the global energy sector. While efforts to infuse clean and renewable sources into a fossil fuel-dominated world have been ongoing for decades, progress was stymied by clean energy s lower returns, higher costs and over-reliance on government subsidies and regulation. For years, wind and solar projects were considered too expensive relative to coal and natural gas options. Over the past decade, however, the cost of wind and solar power has dropped to a competitive level, technologies have advanced and heightened environmental concerns are highlighting clean energy benefits and driving new regulations and worldwide decarbonization plans. Since 2010, the cost of energy has dropped by 82% for photovoltaic solar, by 47% for concentrated solar energy (CSP), by 39% for onshore wind and by 29% for wind offshore according to the International Renewable Energy Agency. As a result, we have seen an acceleration in the energy transition away from a reliance on fossil fuels and toward a widespread acceptance of cleaner, more reliable energy systems. In 2019, U.S. annual energy consumption from renewable sources exceeded coal consumption for the first time since before 1885 and electricity generated from renewable sources represented almost three quarters of new power capacity added in 2019. We believe that we are leaving behind the 20th century of fossil fuels to become the 21st century of clean electrification, where decarbonization of industrial sectors such as mining and manufacturing represent a massive untapped opportunity. This energy transition is likely to continue for decades, providing the potential to alter global economies and geopolitics, employ millions, and improve lives, as electricity becomes more reliable and accessible around the world. Because it is in its infancy, the energy transition industry is currently a highly fragmented and rapidly evolving segment that stands to benefit from exponential disruptive growth in the coming years. Today, hundreds of private companies in the energy transition sector are being aided by a confluence of positively changing marketplace dynamics, emerging clean technological solutions, social and customer demands for clean energy, and increasing government policy support around the world. Our objective is to facilitate capital access to companies that are contributing to energy transition, understanding that we are in the early stages of this disruption, and must first bridge the gap between traditional and green energy. As a result, we will focus on products, technologies or services sold to utilities, developers or industrial companies, including, but not limited to, technologies for carbon sequestration. As more intermittent power such as wind or solar are added to the electric grid, erratic electricity prices become more common. Investment in utility-scale power storage solutions, or innovative large-scale battery technology is needed. This is starting to occur. The U.S. Energy Information Administration reported that, between 2010 and the end of 2018, utility scale battery storage systems increased power capacity by almost 15x and energy capacity by almost 59x. Meanwhile, lithium-ion battery pack prices have fallen 89% in real terms between 2010 and 2020, according to BloombergNEF, facilitating continued capacity expansion. Over the last decade most investments in battery technology were geared towards high power density battery solutions used in mobility. Our team sees new utility scale storage technologies emerging in the near future that will help to solve the problem of grid reliability in a safe way as renewables intermittent generation continues to augment baseload conventional generation. The quest for carbon neutrality and reduced carbon emissions will remain a global priority for years to come, and breakthrough technologies will be critical to that success. We believe that companies operating in and contributing to this critical energy transition will continue to need and benefit from broader access to public capital markets as that dynamic proceeds. 6 Table of Contents Business Strategy and Deal Origination Our business strategy is to identify and complete our initial business combination with a business that can benefit from the strategic, operational and transactional experience of our management team. We believe that our management team is well positioned to identify attractive business combination opportunities in industries related to energy transition as well as in broader disruptive technology sectors, which provide an opportunity for transformational growth driven by de-carbonization. Our acquisition and value creation strategy will be to identify and enter into a business combination with a business in the energy transition sector and, after our initial business combination, enhance the shareholder returns for the post-combination business utilizing the expertise of our management team, board, and executive advisors, many of whom are recognized experts in the energy transition sector. Our business combination strategy will leverage the following attributes of our management team, board, and executive advisors: Broad network, proprietary contacts, corporate relationships (including financing providers and investment market participants, private equity groups, renewables developers, research institutes, think tanks supporting de-carbonization efforts around the world, investment banks, accounting firms, target management teams and companies or individuals that represent sellers) and industry experience of our management team and executive advisors developed through extensive experience in investing, operating, marketing and growing businesses in the energy transition industry; Ability to enact positive transformation, attractive revenue and relationship growth, operational enhancements and efficiencies to grow shareholder value pre and post business combination closing; and Augmentation of capabilities surrounding capital allocation and scaling up target technologies with utility customer base and/or solving issues related to the reliability of the renewable energy sources operations on the utility scale. Upon completion of this offering, our management team, board, and executive advisors will reach out to their global networks to articulate our potential business combination target search parameters and commence the pursuit and diligence of prospective leads. We will initially target businesses both within the U.S. and internationally, which have scalable applications and global ambitions. The experience, maturity and judgment of our management team will guide our process. We may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination. We intend to acquire a business with an enterprise value significantly above the net proceeds of this offering and the sale of the placement units. Depending on the size of the transaction or the number of public shares we become obligated to redeem, we may potentially utilize several additional financing sources, including but not limited to the issuance of additional securities to the sellers of a target business, debt issued by banks or other lenders or the owners of the target, a private placement to raise additional funds, or a combination of the foregoing. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient to meet our obligations or our working capital needs, we may need to obtain additional financing. Business Combination Criteria Our management team and members of the Board of Directors share a similar, growth-oriented and value-creating investment philosophy. We intend to employ a proactive acquisition strategy focused on companies that have demonstrated a potential for future growth through the deployment of emerging technologies. 7 Table of Contents We have identified the following criteria that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies that we believe will have: The potential to have a market capitalization of above $1 billion post the initial business combination closing; Attractive risk-adjusted returns for our warrant holders and shareholders; Sustainable solutions that have a strong environmental, social, governance (ESG) component and enable carbon emission reduction/de-carbonization; A business model with positive environmental and social impact, taking into account stakeholders, employees and the community, without sacrificing a financial return for our shareholders; A company that would benefit from our management team s operating expertise, technical expertise, structuring expertise, extensive network, insight and capital markets expertise in energy transition; The capability of taking advantage of paradigm shifts created by growth of renewable generation in power generation mix and resulting power market dislocations through the use of disruptive technologies; Substantial growth potential post the initial business combination closing; Leading positions and barriers of entry within the targeted industries that exhibit strong fundamentals; Qualifications to be public companies and to benefit from having a public currency in order to enhance their ability to pursue accretive acquisitions, high-return capital projects, and/or strengthen their balance sheet; The ability to capitalize on unique or specialized technologies or business platforms; and Value that has been discounted or disregarded by the marketplace. While these criteria will be used in evaluating business combination opportunities, we may decide to enter into a business combination with a target business or businesses that do not meet all of these proposed criteria. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines, as well as other considerations, factors and criteria that our management team may deem relevant. If we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender-offer documents or proxy solicitation materials that we would file with the SEC. Initial Business Combination We will have up to 15 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 21 months to complete a business combination), subject to the sponsor (or its affiliates or designees) depositing into the trust account, on or prior to the applicable deadline, additional funds of $2,000,000, or $2,300,000 if the underwriters over-allotment option is exercised in full ($0.10 per unit in either case), for each of the available three-month extensions, for a total payment of up to $4,000,000, or up to $4,600,000 if the underwriters over-allotment option is exercised in full ($0.20 per unit in either case). Any such payments would be made in the form of non-interest bearing loans. If we complete our initial business combination, we will, at the option of our sponsor, repay such loaned amounts out of the proceeds of the trust account released to us or convert a portion or all of the total loan amount into units at a price of $10.00 per unit, which units will be identical to the placement units. If we do not complete a business combination, we will repay such loans only from funds held outside of the trust account, if any such funds are available. We currently believe we will not have sufficient funds left outside of the trust account to pay back such loans if our initial business combination is not completed. Our shareholders will not be entitled to vote or redeem their shares in connection with any such extension. However, our shareholders will be entitled to vote and redeem their shares in connection with a shareholder meeting held to approve an initial business combination or in a tender offer undertaken in connection with such an initial business combination if we propose such a business combination during any three-month extension period. 8 Table of Contents In the event that we receive notice from our sponsor five days prior to the deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the deadline. In addition, we intend to issue a press release the day after the deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or permitted designees are not obligated to extend the time for us to complete our initial business combination. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. If we are unable to consummate an initial business combination within such time period, we will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us, divided by the number of then outstanding public shares, subject to applicable law and as further described herein, and then seek to dissolve and liquidate. We expect that the pro rata redemption price to be approximately $10.20 per share (regardless of whether or not the underwriters exercise their over-allotment option), without taking into account any interest earned on such funds, and such amount may be increased by $0.10 per public share for each three-month extension of our time to consummate our initial business combination, as described herein. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. The NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time that we sign definitive agreements in connection with our initial business combination. Our Board of Directors will make the determination as to the fair market value of a target business or businesses. If our Board of Directors is not able to independently determine the fair market value of a target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our Board of Directors will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to the NYSE rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target or issue a substantial number of new shares to third parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the NYSE s 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholders approval, as applicable. 9 Table of Contents Other Acquisition Considerations We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial business combination is fair to our company and our shareholders from a financial point of view. Unless we complete our initial business combination with an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination. Members of our management team may directly or indirectly own our ordinary shares and/or placement units following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present business combination opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our Board of Directors will review any potential conflicts of interest on a case-by-case basis. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act , as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act . As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley 10 Table of Contents Act , reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of the second fiscal quarter of such fiscal year, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of the second fiscal quarter of such fiscal year, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of the second fiscal quarter of such fiscal year. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on March 17, 2021. Our executive offices are located at 1021 Main St., Suite #1960, Houston, TX 77002, and our telephone number is 713-337-4075. 11 Table of Contents THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 20,000,000 units (or 23,000,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one half of one warrant, each whole warrant exercisable to purchase one Class A ordinary share. Proposed NYSE symbols Units: GOGN.U Class A Ordinary Shares: GOGN Warrants: GOGN.WS Trading commencement and separation of Class A ordinary shares and warrants The units will begin trading promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day (defined below), the immediately succeeding business day following such date) unless Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives of the underwriters, inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. Only whole warrants will be issued upon separation of units, with fractional warrants rounded down to the nearest whole warrant. As used in this paragraph, business day shall mean a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and the public warrants comprising the units be separately traded until (A) we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting the receipt by us of the gross proceeds of this offering, including the proceeds then received by us from the exercise by the underwriters of their over-allotment option, if the over-allotment option is consummated on the initial closing of this offering, and (B) we issue a press release announcing when such separate trading will begin. If the underwriters over-allotment option occurs following the initial closing of this offering, we shall file a second Current Report on Form 8-K to provide updated information to reflect the exercise of the underwriters over-allotment option. 12 Table of Contents Units: Number outstanding before this offering 0 Number outstanding after this offering and the private placement 21,025,000(1)(2) Ordinary shares: Number outstanding before this offering 5,750,000(3) Number outstanding after this offering and the private placement 26,025,000(1)(4) Redeemable Warrants: Number of placement warrants to be sold in a private placement simultaneously with this offering 512,500 Number of warrants to be outstanding after this offering and the private placement 10,512,500(1)(5) Exercisability Each unit contains one-half of one redeemable warrant. Each whole warrant is exercisable to purchase one of our Class A ordinary shares. Only whole warrants are exercisable. This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase one share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of an initial business combination since the warrants will be exercisable in the aggregate for one half of the number of shares compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. ____________ (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 750,000 founder shares. (2) Comprised of 20,000,000 units sold in this offering and 1,025,000 placement units to be sold in the private placement. (3) Consists solely of founder shares and includes up to 750,000 founder shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. Founder shares are classified as Class B ordinary shares, which shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 20,000,000 public shares, 1,025,000 Class A ordinary shares underlying the placement units to be sold in the private placement and 5,000,000 founder shares, assuming 750,000 founder shares have been forfeited. (5) Includes 10,000,000 public warrants included in the units sold in this offering and 512,500 placement warrants underlying the placement units to be sold in the private placement. 13 Table of Contents Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by us and in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares, placement units, working capital units or extension units held by our initial holders or their affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the arithmetic average of the daily volume-weighted average trading prices of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the Market Value ) is below $9.20 per share, (i) the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and (ii) the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable 30 days after the completion of our initial business combination; provided that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to this registration statement or a new registration statement, under the Securities Act, covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified 14 Table of Contents in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Cashless exercise If we call the warrants for redemption as described above, our Board of Directors will have the option to require any holder that wishes to exercise its warrant to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our Board of Directors will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our warrants. If our Board of Directors takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the fair market value (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value shall mean the average last reported sale price of the Class A ordinary shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the warrants. If our Board of Directors takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Class A ordinary shares to be received upon exercise of the warrants, including the fair market value in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. 15 Table of Contents Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Redeemable Warrants Public Shareholders Warrants Anti-dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Redeemable Warrants Public Shareholders Warrants for additional information. Appointment of directors; voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by applicable law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. 16 Table of Contents Founder shares In April 2021, our sponsor purchased an aggregate of 7,187,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. In September 2021, our sponsor forfeited 1,437,500 founder shares, resulting in our sponsor holding 5,750,000 founder shares, up to 750,000 of which are subject to forfeiture. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. The number of founder shares was determined based on the expectation that the founder shares would represent 20% of the aggregate of our founder shares and our issued and outstanding public shares after this offering (excluding placement shares). If we increase or decrease the size of the offering, we will effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our sponsor at 20% of the aggregate of our founder shares and our issued and outstanding public shares after this offering (excluding placement shares). Up to 750,000 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination; (ii) to waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months (or within up to 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; and (iii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business 17 Table of Contents combination within 15 months (or within up to 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. If we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed, pursuant to such letter agreement, to vote their founder shares, placement shares and any public shares purchased during or after this offering in favor of our initial business combination (as a result, in addition to our initial holders founder shares and the placement shares, we would need only 6,987,501, or 34.9% (assuming all outstanding shares are voted and no exercise of the underwriters over-allotment option) or 481,251, or 2.4% (assuming only the minimum number of shares representing a quorum are voted and no exercise of the underwriters over-allotment option) of the 20,000,000 public shares sold in this offering to be voted in favor of a transaction in order to have our initial business combination approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below and in our amended and restated memorandum and articles of association; and the founder shares are subject to registration rights. Transfer restrictions on founder shares Our initial holders have agreed not to transfer, assign or sell any of their founder shares (except to permitted transferees, as described under Principal Shareholders Transfers of Founder Shares and Placement Units ) until the earliest of (a) one year after the completion of our initial business combination and (b) subsequent to our initial business combination, (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization, recapitalization or other similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Notwithstanding the foregoing, in connection with an initial business combination, the initial holders may transfer, assign or sell their founder shares with our consent to any person or entity that agrees in writing to be bound by the transfer restrictions set forth in the prior sentence. 18 Table of Contents Founder shares conversion and anti-dilution rights We have issued 5,750,000 Class B ordinary shares, par value $0.0001 per share. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein and in our amended and restated memorandum and articles of association. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering (not including shares underlying the placement units), plus (ii) the total number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination, and any private placement-equivalent units issued to our sponsor or its affiliates upon conversion of either working capital or extension loans made to us. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be deemed issued for purposes of the conversion adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Private placement Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 1,025,000 placement units (or 1,145,000 placement units if the over-allotment option is exercised in full) at a price of $10.00 per unit, for an aggregate purchase price of $10,250,000 (or $11,450,000 if the over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus. If we do not consummate an initial business combination within 15 months (or within up to 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering, the proceeds from the sale of the placement units held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the placement units (and the underlying securities) will expire worthless. The placement shares will be entitled to voting rights with respect to matters to be submitted to our shareholders for approval, including but not limited to, our initial business combination. 19 Table of Contents Each placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. Placement warrants may be exercised only for a whole number of shares. If any fractional interests would be issuable upon exercise of a placement warrant, we will round down to the nearest whole number the number of Class A ordinary shares to be issued to the holder. Transfer restrictions on placement units and their underlying securities The placement units and their component securities (including the, working capital units or extension units and their component securities) will not be transferable, assignable or salable until 30 days after the consummation of our initial business combination. Proceeds to be held in trust account The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the placement units described in this prospectus, $204,000,000 ($10.20 per unit), or $234,600,000 ($10.20 per unit) if the underwriters over-allotment option is exercised in full, will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and $2.25 million will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $7,000,000 (or up to $8,050,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the private placement will not be released from the trust account until the earliest of (i) the completion of our initial business combination (including the release of funds to pay any amounts to any public shareholders properly exercising their redemption rights in connection therewith), (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months (or within up to 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination within 15 months (or within up to 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. 20 Table of Contents Ability to extend time to complete business combination We will have up to 15 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 21 months to complete a business combination), subject to the sponsor (or its affiliates or designees) depositing into the trust account, on or prior to the applicable deadline, additional funds of $2,000,000, or $2,300,000 if the underwriters over-allotment option is exercised in full ($0.10 per unit in either case), for each of the available three-month extensions, for a total payment of up to $4,000,000, or up to $4,600,000 if the underwriters over-allotment option is exercised in full ($0.20 per unit in either case). Any such payments would be made in the form of non-interest bearing loans. If we complete our initial business combination, we will, at the option of our sponsor, repay such loaned amounts out of the proceeds of the trust account released to us or convert a portion or all of the total loan amount into units at a price of $10.00 per unit, which units will be identical to the placement units. If we do not complete a business combination, we will repay such loans only from funds held outside of the trust account, if any such funds are available. We currently believe we will not have sufficient funds left outside of the trust account to pay back such loans if our initial business combination is not completed. Our shareholders will not be entitled to vote or redeem their shares in connection with any such extension. However, our shareholders will be entitled to vote and redeem their shares in connection with a shareholder meeting held to approve an initial business combination or in a tender offer undertaken in connection with such an initial business combination if we propose such a business combination during any three-month extension period. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. In the event that we receive notice from our sponsor five days prior to the deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the deadline. In addition, we intend to issue a press release the day after the deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or permitted designees are not obligated to extend the time for us to complete our initial business combination. If we are unable to consummate an initial business combination within such time period, we will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us, divided by the number of then outstanding public shares, subject to applicable law and as further described herein, and then seek to dissolve and liquidate. We expect that the pro rata redemption price to be approximately $10.20 per share and such amount may be increased by $0.10 per public share for each three-month extension of our time to consummate our initial business combination, as described herein (regardless of whether or not the underwriters exercise their over-allotment option), without taking into account any interest earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. 21 Table of Contents Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes. Based upon current interest rates, we expect the trust account to generate approximately $20,000 of interest annually (assuming no exercise of the underwriters overallotment option and an interest rate of 0.01% per year) following the investment of such funds in specified U.S. government treasury bills or in specified money market funds. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the placement units not held in the trust account, which will be approximately $1,050,000 in working capital after the payment of approximately $1,200,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of an initial business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. The NYSE rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. If our Board of Directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the NYSE s 80% of net assets test, provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Additionally, pursuant to the NYSE rules, any initial business combination must be approved by a majority of our independent directors. 22 Table of Contents Permitted purchases of public shares and public units by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive advisors, officers or their affiliates may purchase public shares or public units in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Please see Proposed Business Permitted purchases of our securities for a description of how such persons will determine which shareholders to seek to acquire public shares or public units from. There is no limit on the number of public shares or public units such persons may purchase, or any restriction on the price that they may pay. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, officers, executive advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers or their affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds held in the trust account will be used to purchase public shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. 23 Table of Contents We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Our sponsor, directors, officers, executive advisors and their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.20 per unit. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our placement shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, placement shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Under the NYSE rules, asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we 24 Table of Contents issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law or stock exchange listing requirements or we choose to seek shareholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with such rules. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. 25 Table of Contents We expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our NYSE listing or Exchange Act registration. If we seek shareholder approval, we will complete our initial business combination only if we receive the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our sponsor and its permitted transferees will own approximately 23.15% of our issued and outstanding ordinary shares entitled to vote thereon. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. Our amended and restated memorandum and articles of association provide that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof. 26 Table of Contents Tendering share certificates in connection with a tender offer or redemption rights We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or 27 Table of Contents public shares held by them redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial holder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public shareholder and subject to the 15% limitation in connection with any such redemption right. Redemption rights in connection with proposed amendments to our amended and restated memorandum and articles of association Our amended and restated memorandum and articles of association will provide that any of its provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the placement units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and in our amended and restated memorandum and articles of association, but excluding the provision of the articles relating to the appointment of directors), may be amended if approved by a special resolution under Cayman Islands law, which requires the approval of holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares then issued and outstanding. Should our sponsor vote all its shares in favor of any such amendment (i) to our amended and restated memorandum and articles of association, we would require 11,325,001 or 56.6% (assuming all outstanding shares are voted and no exercise of the underwriters over-allotment option), or 2,650,001, or 13.25% (assuming only the minimum number of shares representing a quorum are voted and no exercise of the underwriters over-allotment option), of the 20,000,000 public shares issued in this offering to be voted in favor of its approval; and (ii) to the trust agreement, we would require 10,891,251, or 54.5% (assuming all outstanding shares are voted and no exercise of the underwriters over-allotment option), or 2,433,126, or 12.2% (assuming only the minimum number of shares representing a quorum are voted and no exercise of underwriters over-allotment), of the 20,000,000 public shares issued in this offering to be voted in favor of its approval. We may not issue additional securities that can vote on amendments to our amended and restated memorandum and articles of association or in our initial business combination. Our sponsor, which will beneficially own 23.15% of our ordinary shares upon the closing of this offering and the private placement (assuming it does not purchase units in this offering and assuming that the underwriters do not exercise their over-allotment option), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner it chooses. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months (or within up to 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) 28 Table of Contents from the closing of this offering or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us, other than funds the trustee will use to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination. We will use the remaining funds to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other businesses or assets or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers, and directors have agreed that we will have only 15 months (or within up to 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 15 month (or up to 21-month) period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 15 month (or up to 21-month) time period. 29 Table of Contents Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares and placement shares (and any shares included in working capital units or extension units, if any) if we fail to complete our initial business combination within 15 months (or within up to 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering. However, if our sponsor, officers or directors acquire public shares after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 15 month (or up to 21-month) time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 15 months (or within up to 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months (or within up to 21 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC s penny stock rules). Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by us to our sponsor, officers, directors, executive advisors or any entities with which they are affiliated, for services rendered to us prior to or in connection with the completion of our initial business combination; our officers, directors and executive advisors will have an economic interest in securities held by our sponsor. 30 Table of Contents However, the following payments will be made to our sponsor, officers, directors, executive advisors, or our or their affiliates, none of which will be made from the proceeds of this offering and the sale of the placement units held in the trust account prior to the completion of our initial business combination: repayment of an aggregate of up to $500,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; payment pursuant to the terms of an Administrative Services Agreement to our sponsor for office space, administrative and support services, in an amount equal to $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor, members of our management team or any of their respective affiliates or other third parties to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined except as described herein nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender at the time of the business combination. The units would be identical to the placement units sold in the private placement. These payments may be funded using the net proceeds of this offering and the sale of the placement units not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or any entity with which they are affiliated. Audit committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee (which will be composed entirely of independent directors) to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. 31 Table of Contents Conflicts of interest Each of our officers and directors presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present business combination opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our initial business combination. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such obligations. 32 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001853314_gesher-i_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001853314_gesher-i_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001853314_gesher-i_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001853436_mercato_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001853436_mercato_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5d1f5aa232d5b0f9932a037bda27ce2782ad3fa5
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001853436_mercato_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: amended and restated certificate of incorporation are to our second amended and restated certificate of incorporation that the company will adopt prior to the consummation of this offering; common stock are to our Class A common stock and our Class B common stock, collectively; directors are to the current directors and director nominees named in this prospectus; equity-linked securities are to any debt or equity securities that are convertible into, or exchangeable or exercisable for, shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt; Extension Period are to the three-month extension period that we have beyond 15 months if we extend the period of time to consummate a business combination, subject to our sponsor depositing additional funds into the trust account, pursuant to our amended and restated certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company as described in more detail in this prospectus; founder shares are to the shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; initial business combination has the meaning set forth on the cover of this prospectus; initial stockholders are to the holders of our founder shares prior to this offering; management or our management team are to our directors and officers; Mercato are to Mercato Management, LLC; Private Placement has the meaning set forth on the cover of this prospectus; private placement warrants has the meaning set forth on the cover of this prospectus; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants included in the units in this offering (whether they are purchased in this offering or thereafter in the open market) and to the private placement warrants if held by third parties other than our sponsor or its permitted transferees; sponsor are to Mercato Partners Acquisition Group, LLC, a Delaware limited liability company; Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated October 13, 2021 Preliminary Prospectus $200,000,000 Mercato Partners Acquisition Corporation 20,000,000 Units Mercato Partners Acquisition Corporation is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any business or industry, we intend to focus on a target business operating in either the technology or branded consumer products sector. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of: one share of our Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. Only whole warrants are exercisable. The warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation (the warrant expiration date ), as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants for cash once the warrants become exercisable. We have also granted, BofA Securities, Inc., the underwriter, a 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the consummation of our initial business combination, including interest (net of amounts withdrawn to pay our taxes, divided by the number of then outstanding public shares (as defined herein), upon the terms and conditions described herein. If we are unable to complete our initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering, if we extend the period of time to consummate a business combination, subject to our sponsor depositing additional funds into the trust account as described in more detail in this prospectus), we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Mercato Partners Acquisition Group, LLC, a Delaware limited liability company, has committed, pursuant to a written agreement, to purchase an aggregate of 9,000,000 warrants (or 10,050,000 warrants if the underwriter s over-allotment option is exercised in full) at a price of $1.00 per warrant in a private placement that will close simultaneously with this offering (the Private Placement ), which we refer to throughout this prospectus as the private placement warrants. Each whole private placement warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. A portion of the proceeds from the sale of the private placement warrants will be placed in trust account described below. Our initial stockholders currently hold 5,750,000 shares of Class B common stock (up to 750,000 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised). The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. Only holders of our Class B common stock will have the right to vote on the election of directors and to remove directors prior to our initial business combination, and such rights may only be amended by a resolution passed by the holders of a majority of our Class B common stock. On any other matter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. Prior to this offering, there has been no public market for our units, Class A common stock or warrants. We have applied to list our units on the Nasdaq Global Market, or Nasdaq, under the symbol MPRAU . The Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus, or, if such day is not a business day, on the next succeeding business day, subject to certain conditions. Once the securities constituting the units begin separate trading, we expect that the Class A common stock and warrants will also be listed on Nasdaq under the symbols MPRA and MPRAW, respectively. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 44 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state or non-U.S. securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Price to public $ 10.00 $ 200,000,000 Underwriting fees(1) $ 0.55 $ 11,000,000 Proceeds, before expenses, to us $ 9.45 $ 189,000,000 (1) Includes $0.35 per unit, or $7,000,000 (or up to $8,050,000 if the underwriter s over-allotment option is exercised in full) in the aggregate, payable to the underwriter for deferred underwriting fees to be placed in a trust account located in the United States as described in this prospectus. The deferred fees will be released to the underwriter only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of shares of Class A common stock sold as part of the units in this offering, as described in this prospectus. The underwriter will receive compensation in addition to the underwriting fees. See the section of this prospectus entitled Underwriting beginning on page 183 for a description of compensation payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $203,000,000, or $233,450,000 if the underwriter s over-allotment option is exercised in full ($10.15 per unit in either case), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer and Trust Company acting as trustee and $2,000,000 will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager BofA Securities The date of this prospectus is , 2021 We are responsible for the information contained in this prospectus. We have not authorized anyone (including any dealer or salesperson) to provide you with different or additional information, and neither we nor the underwriter takes any responsibility for, and can provide no assurances to the reliability of, any other information others may give to you. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus. We are not, and the underwriter is not, making an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. Table of Contents warrants are to the public warrants and the private placement warrants; and we, us, our, company or our company are to Mercato Partners Acquisition Corporation. Each unit consists of one share of Class A common stock and one-half of one redeemable warrant Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units. If, upon separation of the units, a holder of warrants would be entitled to receive a fractional warrant, we will round down to the nearest whole number the number of warrants to be issued to such holder. In addition, only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. Our Company Overview We are a newly incorporated blank check company incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. Mercato Management, LLC, a technology and branded consumer products focused private investment firm, is our advisor and an affiliate of our sponsor, Mercato Partners Acquisition Group, LLC. We intend to capitalize on the ability of our management team and the broader Mercato Partners platform to identify, acquire and operate a business in either the technology or branded consumer products sector that possesses the suitable characteristics to achieve attractive long-term risk adjusted returns, though we reserve the right to pursue an acquisition opportunity in any business or industry. Mercato Mercato is an Intermountain-based private equity firm focusing on growth and expansion-stage companies operating in the technology and branded consumer products sectors in the middle market across underserved regions of the United States. Founded in 2007, Mercato has successfully raised eight funds across four different strategies, including four growth equity funds ( Traverse ), a venture capital fund ( Prelude ), a direct secondary fund ( Alpha ), and two food & beverage buyout funds ( Savory ). Across the Traverse funds, Mercato has invested an aggregate of $366.7 million in 27 platform companies and achieved a pooled net return of 33.7% on its investments between October 2007 and December 2020. Mercato is currently investing from its 2016 vintage growth fund, Mercato Partners Traverse III, L.P., which has $246 million in committed capital and has seen its portfolio company revenues grow at a 35.7% compounded annual rate from 2007 through 2020. As of the second quarter of 2021, Mercato s Traverse portfolio included $876 million in assets under management and has achieved a 76% year-to-date growth in revenue. For 14 years, Mercato s funds have built significant portfolio appreciation in the middle market with its disciplined investment practice and adherence to a sound strategy. We believe Mercato has developed distinct advantages in sourcing attractive investment opportunities by focusing on these geographies that have historically been characterized by less efficient capital markets. Mercato Table of Contents strives to prioritize regions based on multiple identifiers including favorable population dynamics, well-educated workforces and entrepreneurial cultures that are disproportionately overlooked by other investors. We believe these underserved, but high-growth regions present opportunities for investors who can build trusting relationships with nimble, disruptive companies to efficiently deploy capital. Key to the Mercato strategy is forming a collaborative relationship with the existing management team and providing the guidance, resources and playbook to navigate through a stage of rapid growth to expand and enhance the company. Traverse, Mercato s growth equity practice, seeks minority investment opportunities in market-leading companies within the technology and branded consumer products sectors that are located in underserved geographies with a large set of growth-stage companies and a limited number of local institutional growth investors. Traverse currently considers Arizona, Colorado, Idaho, Nevada, New Mexico, Oregon, and Utah (collectively, Intermountain ), Illinois, Indiana, Michigan, Minnesota, Missouri, Ohio, Pennsylvania, and Wisconsin ( Midwest ), Southern California and Texas as underserved geographies. Through experience, Traverse has developed playbooks and engagement methodologies to collaborate with founders and employees that are highly skilled yet have limited working experience in high-growth environments. Traverse leverages these playbooks to drive organic growth through the implementation of strategies in five growth-stage-specific disciplines: sales execution, marketing message refinement, human capital enablement, customer value expansion and enhanced strategic leadership. Traverse aims to fill a void in the marketplace for high-growth companies seeking both growth capital and the tools necessary to achieve additional acceleration and scale. We intend to leverage the Traverse team and its investment strategy and operational expertise for our target company search, acquisition and operation. The regions from which Traverse sources investment opportunities possess a number of compelling characteristics in comparison to California and New York. First, Traverse has found that research universities and Fortune 500 companies produce both founders and highly skilled employees for growth-stage companies. For instance, according to CARNEGIE CLASSIFICATION OF INSTITUTIONS OF HIGHER EDUCATION , the Midwest and Intermountain regions represent 19.8% and 8.4% of the total research universities and 28.2% and 4.4% of the Fortune 500 companies in the United States, respectively. These figures compare favorably to both California and New York, which each account for 8.4% of the research universities and 10.6% and 10.8% of the Fortune 500 companies in the United States, respectively. Furthermore, highly skilled workers in these markets are generally less expensive, enabling companies to be more capital efficient. According to a CB Insights Cost of Living Index, the annual salary of an engineer in Colorado, Chicago, Texas and Utah are 58%, 64%, 52% and 50%, respectively, compared with a similar position in the Bay Area. Despite these factors, California has been the recipient of an inordinate percentage of growth-stage venture funding, accounting for 56.7% of Series B or later financings between 2018 2020 while the Intermountain, Midwest and Texas markets reached 3.1%, 6.4% and 2.5%, respectively, according to Pitchbook Data, Inc. The Traverse growth equity practice is managed by Mercato s co-founder, Dr. Greg Warnock, and two directors, Mr. Ryan Sanders and Mr. Joe Kaiser. They are supported by an investment team of over 20 professionals with decades of combined experience in sourcing, evaluating, managing and profitably harvesting equity investments. This experience includes a long history of active involvement and strategic decision making as members of the board of directors for high-growth companies. In addition, the educational background of the team enables Traverse to refine its investment practice through the selective application of best practices, lessons learned, proven theories and innovative strategies gleaned from academic research. We believe that Mercato, and in particular its Traverse growth equity practice, possesses key insights and a strong network of relationships and deep industry knowledge that will provide us insight and access to potential acquisition targets that fall outside the Traverse investment strategy, either due to the size, sector and/or stage of development. Our sponsor, Mercato Partners Acquisition Group, LLC, is controlled by Bullfrog Bay Trust (a family trust managed by the wife and two adult sons of Dr. Warnock, our Chief Executive Officer and Chair of our board of Table of Contents directors). As a result, we intend to appropriately leverage the full capabilities of the Mercato brand and its Traverse practice, and we expect to have access to their team, deal prospects and network, along with any necessary resources to aid in the identification, diligence and operational support of a target for our initial business combination. Management Team We have assembled a multidisciplinary, highly-integrated and experienced organization with a team approach to investment and management decisions that is enhanced by our association with Mercato and its Traverse growth equity practice. Our management team possesses a combination of expertise in sales execution, strategic organizational development and capital optimization for growth. Our management team believes these synergistic competencies will enable us to source attractive investment opportunities, influence performance and provide strategic direction to growth-stage companies. Furthermore, our ability to leverage Mercato s value-add performance team extends our expertise in driving organic growth through sales, marketing, human capital, customer value and leadership competencies. Dr. Greg Warnock, our Chief Executive Officer and Chair of our board of directors, leads the management team. Mr. Scott Klossner serves as Chief Financial Officer and Secretary. Collectively, management has more than 70 years of operational, financial, investment, transactional and corporate development experience. Mr. Greg Butterfield, Mr. Joshua James and Mr. Michael Rosen, will serve as directors along with Dr. Warnock. Our management team will be supported as appropriate by Mercato s team of investment and operating professionals, especially the capabilities developed within the Traverse growth equity practice. Dr. Greg Warnock has served as our Chief Executive Officer and Chair of our board of directors since our inception. Dr. Warnock brings public company experience, private equity investment, fund management and operational experience as well as his association with Mercato, where he serves as co-founder and managing director. His operating experience spans technology, consumer and biotechnology businesses. Dr. Warnock has sourced 32 Traverse investments and 14 other investments through his Mercato Partners practice, including Skullcandy Inc., Fusion-io, Inc., Cradlepoint Inc. and Galileo, Inc., and currently serves on the board of Stance Inc., a privately held branded consumer goods company. Prior to Mercato, Dr. Warnock was a co-founder of vSpring Capital, a regional investment firm targeting both early and growth-stage companies. As lead managing director, he assembled the team, secured a Small Business Investment Company license, developed and documented the investment practice and oversaw the administration of the firm. He led the investment committee and participated in over 50 financings in 32 companies. Previously, as an individual investor, Dr. Warnock has financed over 30 small businesses, was principal in more than 20 merger and acquisition transactions and launched and operated several businesses. Including a handful of other investment firms and practices, his investing experience has funded and benefited over 150 different companies. Dr. Warnock received a B.S. in Computer Science and a Master of Human Resource Management from the University of Utah. Dr. Warnock completed a Ph.D. in Entrepreneurship and Venture Finance at the University of Utah s David Eccles School of Business. Scott Klossner has served as our Chief Financial Officer and Secretary since our inception, managing the financial and accounting functions of the company. Mr. Klossner brings over 35 years of financial and operational experience to the team. His experience spans public offerings, private placements, Sarbanes-Oxley compliance, mergers and acquisitions, institutional negotiations, strategic growth and planning, productivity enhancement and team building. He previously served as chief financial officer of Kount Inc., an industry-leading digital fraud protection software-as-a-service company, which was recently acquired by Equifax Inc. (NYSE: EFX) in February 2021. Prior to Kount, Mr. Klossner served as chief financial officer for several fast-growth companies, including online retailer Backcountry.com, which was acquired in 2007 by Liberty Media Corporation (NASDAQ: LSXMB) for $120 million. During his tenure at Backcountry.com, the company s revenue grew from $27 million in 2005 to over $325 million in 2012. Mr. Klossner received his B.S. in finance from the University of Utah and an MBA from the University of Southern California. Table of Contents Independent Directors Following this offering, our independent directors will be: Greg Butterfield brings over 25 years of executive and investment experience to our team. He currently serves as the chairman, chief executive officer and co-founder of Lumio, Inc., a U.S. residential solar provider. Mr. Butterfield is the founder and current managing partner of SageCreek Partners LLC, and he also serves on the board of directors of Focus Universal, Inc. and Venafi, Inc., in which Thoma Bravo completed a majority investment to drive Venafi s valuation to $1.15 billion. Prior to SageCreek, he fulfilled multiple executive level operating positions in technology related businesses taking Altiris Inc. and Vivint Solar, Inc. (NYSE: VSLR) public as chief executive officer. Vivint Solar was valued at $1.6 billion at its initial public offering in 2014, and Altritis was acquired by Symantec (now NortonLifeLock Inc. (NASDAQ: NLOK)) for $830 million in 2007. After joining Altiris in February 2000, Mr. Butterfield guided the company to eight consecutive years of revenue growth and profitability. In Mr. Butterfield s first year with Altiris, annual revenues were $3 million; in 2007, annual revenues exceeded $300 million. During his time at Altiris, he assisted with the successful initial public offering in 2002 and was a driving force behind eleven acquisitions. Mr. Butterfield was inducted into the Utah Technology Hall of Fame in 2009 and was invited to the 2006 and 2007 World Economic Forum as a Technology Pioneer. He was also the winner of the 2002 Ernst and Young Entrepreneur of the Year award and served as the chairman of the board of the Utah Information Technology Association from 2003 to 2005. Mr. Butterfield spent several years as Board of Trustee member for Utah Valley University and Chairman of UVU Board of trustees. Mr. Butterfield received a B.S. in business administration, finance from Brigham Young University. Joshua James adds over 25 years of public and private company operating experience having served as founder and chief executive officer of both Domo, Inc. (NASDAQ: DOMO), a software-as-a-service company, and Omniture, Inc., an online marketing and web analytics business. Before founding Domo in 2010, Mr. James was the chief executive officer of Omniture, which he co-founded in 1996 and took public in 2006. In 2009, Mr. James led Omniture through its $1.8 billion sale to Adobe, Inc. (NASDAQ: ADBE). Mr. James has served on the board of directors of various privately held and public companies. He founded Silicon Slopes, an initiative with the mission to promote the interests of Utah s high-tech industry and is a board member of Parity.org where he was a co-founder of the Parity Pledge initiative. Mr. James attended Brigham Young University for three and a half years and studied entrepreneurship. Michael Rosen brings over 35 years of investment, fund management and restaurant operational experience to our board. He currently serves as the co-chairman, chief executive officer and co-founder of Context Capital Management, LLC, an SEC registered investment advisory company with $730 million in assets under management that specializes in capital structure arbitrage. Mr. Rosen is also the owner of the San Diego-based restaurants Juniper and Ivy and the Crack Shack. Previously, Mr. Rosen was the co-principal owner of Rochester Capital Advisors, LP and FMC, Inc., the two investment advisers to The Rochester Funds, a mutual fund company specializing in the management of convertible securities and high-yield municipal bonds. From 1996 to 2000, Mr. Rosen served as a Portfolio Manager and President of the Rochester Division of OppenheimerFunds, Inc. BusinessWeek named Mr. Rosen the Best Bond Fund Manager in 1992. Mr. Rosen has served on the board of a variety of organizations including on the Board of Trustees for the University of Rochester, Entravision, Global Locate, Inc., Danskin, Inc. and Palmer R. Chitester Fund. He received a B.A. in Economics and an MBA in Finance and Marketing from the University of Rochester in 1981 and 1983, respectively. Mr. Rosen is also a Chartered Financial Analyst. No member of our management team has any experience in operating special purpose acquisition companies. The past experience or performance of Mercato, our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a business combination or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of Mercato, our management team or their respective affiliates as indicative of future performance. See Risk Factors Past performance by Mercato, our management team or their respective Table of Contents affiliates may not be indicative of future performance of an investment in us. For a complete list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. Business Strategy Our acquisition strategy will begin with a multi-faceted and proactive approach to identifying potential target businesses, which we believe is complementary to the value-creating capabilities and strengths of Mercato. Specifically, we plan to seek investment opportunities in geographies that lack adequate resident sources of growth capital yet possess a breadth of dynamics to cultivate an entrepreneurial environment capable of supporting high-growth companies at scale. Key identifiers include the presence of research universities, Fortune 500 companies and a network of early-stage venture investors as well as a young and well-educated workforce and a local government that is generally supportive of business founders and growth. Regions that we believe meet these criteria today include: the Intermountain, Midwest, Southern California and Texas. Within these geographies, we will seek to identify companies with specific characteristics that we see as drivers of sustainable, long-term growth. The attributes that we will seek include: a compelling revenue growth rate; profitable unit economics; disruptive technology or business model; and a growth mindset among the company s leadership team. Revenue growth rate. We will focus on companies that have a compound annual growth rate of 25% or more over the past 24 months. Within this growth rate, we are attuned to both new customer acquisition as well as customer retention and/or customer repurchase rates. We believe that a strong combination of these two identify companies that both articulate and deliver on a unique value proposition. Further, data supports the importance of revenue growth on investment outcomes. According to a January 2019 report from Cambridge Associates titled Growth Equity: Turns Out, It s All About the Growth , companies that achieved a compound annual growth rate of 20% or more of revenue during the investment holding period achieved a multiple on invested capital of 3.0x or more 38.9% of the time, 2.0 3.0x in 27.0% of investments, 1.0 2.0x in 24.6% of investments while achieving 1.0x or less in 9.5% of investments. Companies that achieved a compound annual growth rate of 10 20% achieved a multiple on invested capital of 3.0x or more 21.6% of the time, 2.0 3.0x in 32.4% of investments, 1.0 2.0x in 31.1% of investments, and below 1.0x in 14.9% of investments. Likewise, for companies that achieved a compound annual growth rate between 0 10%, the comparable figures are 17.9%, 23.2%, 39.3% and 19.6%. Profitable unit economics. High-growth companies frequently incur short-term negative net income as a result of scaling initiatives. These companies generally reach sustained profitability as a result of compelling unit economics. As a result, we will seek to identify a target company with an established and sustainable business model. We believe that profitable unit economics enable companies to balance operating and free cash flow with ongoing investments in areas that will accelerate growth. Disruptive technology or business model. We will aim to identify and fund an industry challenger. Growth mindset. The successful business leaders of companies in the Traverse portfolio possess a hungry and humble mindset. This balance enables company leaders to thoughtfully yet courageously build disruptive, high-growth businesses without the risk of agency-owner misalignment. Based on operational and investment experience with companies in underserved regions, Traverse has purposefully developed a series of operational playbooks that it has found to be most impactful on high-growth companies in these geographies. The team has demonstrated domain expertise in accelerating sales, establishing Table of Contents marketing positioning, optimizing human capital at scale, developing customer value, and supporting strategic leadership. We believe the following disciplines have the potential to significantly influence the value and performance of our target through accelerated revenue growth and return on investment-based company objectives. Accelerate sales. We plan to employ three main components of Traverse s sales acceleration methodology. First, we will seek to ensure the presence of stage-specific sales leadership that coaches, manages and leads via a culture of performance. We, likewise, will seek to establish internal recruiting, training and retention playbooks to create a well-organized team near and long-term alignment of interests. Secondly, we will collaborate with the target to deploy the instrumentation to track key performance indicators and drive predictable quota attainment. Finally, we will help identify expanding market opportunities and explore new revenue streams through product and geographic expansion and channel development. Establish market position. We plan to enable our target to effectively communicate their why with a clear vision and consistent brand. We intend to help the target maintain a coherent online presence, develop a content creation strategy and establish best communication practices. We believe this will allow our target to create more predictable demand generation programs and a robust suite of metrics to quantify return on marketing spend, further aligning its sales and marketing goals. Optimize human capital at scale. Human capital for high-growth companies in underserved geographies can become an unintended hindrance on scaling. Efficient scaling of these companies in these regions requires an understanding of which positions to hire locally and train versus recruit nationally and possibly relocate. We have developed methodologies to assist the target company with this challenge and heighten its employer brand through compensation and retention strategies. This includes helping institutionalize a team building model that establishes formal onboarding and training programs to ensure repeatable target performance and culture creation, along with intentional compensation setting across cash, equity and non-remunerative incentives. Enhancing customer value. We believe we can help our target unlock value by systematically speaking with customers. Our ability to perform market research and understand the customer s perspective, value proposition, use case, TAM expansion requirements, retention proclivity and pricing sensitivity will allow us to implement revenue retention and expansion best practices. We believe our customer engagement frameworks unlock key customer insights. Developing strategic leadership. We believe we can further unlock value by enabling strategic leadership. We will strive to help establish best practices, install independent oversight and provide management coaching to uncover value-add opportunities, and maintain and empower bold leadership cultures with active data-driven decision making capabilities to guide the target towards accretive outcomes. By developing the existing team of our target, we hope to enhance the culture that has led to the company s success prior to our involvement. Through our board participation, we will allow our target to draw on our collective experience as investors, operators, consultants, attorneys and investment bankers to provide influential value-add in the boardroom. Mercato has sourced a significant number of portfolio companies through entrepreneurial relationships and private equity contacts in its historical target geographies, which include the Intermountain Region, Midwest, and Texas. We believe that these markets present a compelling opportunity for a business combination for us as each represents 5.9%, 12.7%, and 7.6%, respectively, of total SPAC transactions as of September 2020. We plan to target many of these same geographies and to leverage Mercato s reputation and experience to identify potential target companies that fall outside of Traverse s specific investment strategy. Table of Contents Additionally, we intend to pursue proactive sourcing efforts involving market research and a structured digital stage-gating process. Our management team and directors have vast experience identifying, evaluating and executing investment opportunities. We plan to utilize our direct access to a broad network of company executives, private equity funds, consultants, attorneys, accountants, investment bankers, business brokers and analysts who may help to identify potential target companies. Upon completion of this offering, our management team will communicate with these relationships to articulate the parameters of our search for a target company and a potential business combination and begin the process of pursuing and reviewing promising leads. Our management team s broad network of relationships has been developed and cultivated over decades of success as demonstrated by its: track record of creating and growing successful companies; combined experience of over 70 years in private equity, M&A/restructuring advisory, asset management, and corporate development; experience in identifying, structuring, acquiring, operating, developing, growing, financing and selling businesses; ability to strengthen and advise management teams as they accelerate growth and scale profitably; and experience in executing transactions under varying economic and financial market conditions. Acquisition Principles Consistent with our acquisition strategy, we have identified the following principles and criteria that we believe are important in evaluating prospective target businesses. We plan to utilize our experience and general principles outlined below when evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target that does not meet these principles and criteria. Our general principles include: Identify market-leading companies with a high-growth trajectory and a track record of organic growth. We plan to seek nimble, disruptive companies with demonstrated growth driven by product leadership and excellent customer service, which we believe create a natural barrier to entry for competitors. Consistent with our strategy, we plan to focus on underserved companies in historically overlooked geographies, as well as under-promoted companies that are selective about their partners and investors. Identify opportunities where we can cultivate and focus on accelerating growth. We believe that companies with a track record of growth, stable products, loyal customers and proven management teams are well positioned to accelerate further growth through well-executed channel programs. This transition from a purely direct sales model to an omnichannel-based sales model can provide more cost-effective and rapid sales growth. We believe that investing in these initiatives translates into growth, expanded margins and investor returns. Branded consumer products companies use growth-capital investments to expand product lines and increase customer awareness. Product extensions can provide immediate revenue inflection and can be accretive to a brand s image and value. In addition, companies with emerging brands often unearth compelling collaboration and partnership opportunities. We will seek a target with revenue inflection, where our value-added approach can be most effective. Execute extensive due diligence to determine potential for market leadership. We expect our due diligence process to involve an in-depth analysis of the target s industry size and long-term growth Table of Contents prospects, including: demand elasticity, competitive positioning and barriers to entry; a strategic, operational and technical review; and an analysis of downside protection and alternative channels through which we can realize value. We plan to engage in customer conversations and may engage outside firms in primary research involving customers, distributors, regulations, channel partners, collaborators and competitors. We believe our process, supported by marketing experience, will assist us in more accurately predicting the success of product extensions and vertical market penetration. Our team will leverage this increased predictive ability together with its own judgment and research to improve target company selection. Conduct thorough analysis on areas of improvement to accelerate sales profitability. We seek to acquire a cash-efficient businesses with minimal product or market adoption risk. As part of the diligence process, we plan to examine the profitability of the company s sales organization. Depending on the sector and stage of the company, we plan to determine the cost of customer acquisition relative to the revenue potential and compare the data against peers and industry benchmarks. We believe that companies that demonstrate strong sales profitability are best positioned to use capital for growth initiatives and revenue development. Seek a culture of growth in partnership with the management team. We believe a key to success in most growth-stage companies lies in the ability of the management team to identify an accessible market opportunity, develop applications of existing products to capture the market opportunity and optimize a sales program through effective execution. In the evaluation and due diligence process, we plan to assess the target company s management team s experience, relevant domain knowledge, leadership skills, flexibility and harvest experience. Specific analysis will be targeted on the depth of the team s understanding of customer behavior, market dynamics, channel development, marketing and demand drivers and sales execution. We plan to identify this market sensitivity and sales competency through interviews, reference calls and the quality of thought and planning behind the business strategy. These general principles are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general principles or other guidelines and characteristics, as well as other considerations, factors and criteria that we may deem relevant. Additional Acquisition Considerations While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus our search for business combination targets on companies operating in the technology or branded consumer space that are preferably disruptive or under-promoted. We believe disruptive companies are generally more open to innovation and are strategically flexible in affecting growth practices, and also benefit from a clear alignment of interests. We believe that companies with these characteristics tend to be well positioned for significant growth driven by innovation and disruption, which coupled with our management team s proficiency and expertise, we believe will provide attractive opportunities for creating value for our investors. We believe that there are a significant number of potential opportunities to invest in disruptive technology and branded consumer products companies. We believe that disruptive companies are more prevalent today than any time in history. Previously, innovation investors crowded into public markets, but public markets recently have increased their appetite for public market disruptors. We believe disruptive technology and high-growth consumer brands will displace industry incumbents, increase efficiencies and gain majority market share over time. Our management s team experience investing in and scaling businesses in the technology and branded consumer products sectors distinctly positions us to capitalize on this opportunity. Table of Contents Our focus on middle market companies is driven by our interest in combining passionate leaders with our expertise at scaling businesses. We believe high-growth middle market companies are attractive because they are generally nimbler and possess a greater ability to respond quickly to new economic opportunities and threats through their openness to innovation. Frequently, the high-growth middle market is underserved and undercapitalized relative to its growth potential. This end of the market is naturally inefficient and demonstrates less competition among investors. We believe our combination of growth and industry-related expertise, combined with our association with Mercato s value-add strategies, will allow us to create greater financial impact in such companies than in larger companies where natural inertia provides resistance to change. We plan to identify business combination opportunities in underserved geographies where there is a large set of growth-stage companies and a limited number of local institutional growth investors. We identify these regions by applying a purposeful, theoretical and market-driven analysis using key metrics such as the ratio of high-value companies to local growth capital providers, the ratio of seed stage deals to local growth capital providers, talent and university centers in the ecosystem, unemployment rate, cost of living, rent and headcount expenses among others. We find that these regions that spur entrepreneurship also experience an inflow of ideas and people who accept and celebrate innovation. These markets often support thriving technology-oriented hubs and an attitude of self-reliance and independent thought. We currently consider the Intermountain, the Midwest, Southern California and Texas as underserved geographies. We believe the displacement related to the COVID-19 pandemic has created a landscape where agile and under-promoted companies are poised to grow, disrupt and evolve with the changing market through innovation. Entrepreneurial companies have strong underlying tail winds and could benefit from partnering with our experienced management team and utilizing the additional capital to fund initiatives that further position the company to gain market share and become a stronger company. We believe that there are many potential business combination targets fitting these descriptions that could become attractive public companies. However, we are not limited to targets that meet these descriptions. Ultimately, we believe our management team and sponsor are well-suited to identify and execute on attractive acquisition opportunities. In the event that we decide to enter into our initial business combination with a target business that does not meet the above guidelines, characteristics and descriptions, we will disclose the same in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the Securities and Exchange Commission ( SEC ). Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review which will encompass, as applicable and among other things, commercial and industry due diligence, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, and a review of financial and other information about the target and its industry. To help facilitate this evaluation, we will rely on input from our management team, sponsor and directors, including third party diligence providers if and as necessary. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriter or other advisors. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our company. Additionally, we have not, nor Table of Contents has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. We are not prohibited from pursuing our initial business combination with a business combination target that is affiliated with our management team, sponsor or directors or from making the acquisition through a joint venture or other form of shared ownership with our management team, sponsor or directors or their respective affiliates. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our management team, sponsor or directors, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, Inc. ( FINRA ) or an independent accounting firm that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Each of our officers and directors may, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. See also Acquisition Process below. Each of our officers and directors presently has, and/or in the future may have, additional, fiduciary or contractual duties or obligations to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual duties or obligations to present the opportunity to such entity, he or she will honor these duties or obligations to present such business combination opportunity to such entity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same; however, we do not expect that these duties or obligations will materially affect our ability to identify and pursue business combination opportunities or to complete our initial business combination. In addition, we may pursue an Affiliated Joint Acquisition (as defined below) opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities. None of our officers or directors has any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to the officer or director specifically in his or her capacity as an officer or director of the company and after the officer or director has satisfied his or her contractual and fiduciary obligations to other parties. Any knowledge or presentation of such opportunities may therefore present conflicts of interest. Mercato, our sponsor, officers, and directors may sponsor, form, or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such company may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates; however, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our sponsor, officers, and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Table of Contents Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Initial Business Combination As required by Nasdaq rules, our initial business combination must be approved by a majority of our independent directors. So long as we obtain and maintain a listing for our securities on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriting fees and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of fair market value test. If our securities are no longer listed on Nasdaq, we will not be obligated to satisfy the 80% of fair market value test. Our board of directors will make the determination as to the fair market value of our initial business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed initial business combination will provide public stockholders with our analysis of our satisfaction of the 80% of fair market value test, as well as the basis for our determinations. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our stockholders. However, if required under applicable law, any proxy statement that we deliver to stockholders and file with the SEC in connection with a proposed initial business combination will include such opinion. We may pursue an acquisition opportunity jointly with our sponsor, or one or more of its affiliates, which we refer to as an Affiliated Joint Acquisition. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. Any such issuance of equity or equity-linked securities would, on a fully diluted basis, reduce the percentage ownership of our then-existing stockholders. Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B common stock, issuances or deemed issuances of Class A common stock or equity-linked securities would result in an adjustment to the ratio at which shares of Class B common stock shall convert into shares of Class A common stock such that our initial stockholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all common stock issued and outstanding upon completion of this offering Table of Contents plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination), unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. Our sponsor and its affiliates have no obligation to make any such investment, and may compete with us for potential business combinations. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business for the post-transaction company to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target or assets sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test. If the initial business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for the purposes of a tender offer or for seeking stockholder approval, as applicable. Corporate Information Our executive offices are located at 2750 E. Cottonwood Parkway, Suite 500, Cottonwood Heights, Utah 84121, and our telephone number is (801) 220-0055. We plan to maintain a corporate website. The information that may be contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your investment decision. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying Table of Contents with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. Table of Contents The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001853775_mountain_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001853775_mountain_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bb39f4e0878e571f344f5f5c42289cc4725114d1
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001853775_mountain_prospectus_summary.txt
@@ -0,0 +1,1134 @@
+PROSPECTUS
+SUMMARY
+
+ 
+
+This summary only highlights the more detailed
+information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should
+consider in making an investment decision. You should read this entire prospectus carefully, including the information under "Risk
+Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing.
+
+ 
+
+Unless otherwise stated in this prospectus,
+references to:
+
+ 
+
+ 
+ 
+ "we," "us," "our company" or "the company" refer to Mountain Crest Acquisition Corp. III;
+
+ 
+
+ 
+ 
+ "insider shares" refer to the 1,437,500 shares of common stock held or controlled by our insiders (as defined below) prior to this offering, which include up to an aggregate of 187,500 shares of common stock subject to forfeiture by our insiders to the extent that the underwriters over-allotment option is not exercised in full or in part;
+
+ 
+
+ 
+ 
+ "private units" refer to the 185,000 units (up to a maximum of 200,000 units if over-allotment option is exercised in full) we are selling privately to Mountain Crest Holdings III LLC, our sponsor, and to Chardan Capital Markets, LLC, and/or their designee upon consummation of this offering;
+
+ 
+
+ 
+ 
+ our "management" or our "management team" refer to our officers and directors;
+
+ 
+
+ 
+ 
+ our "public shares" refer to shares of common stock which are being sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and references to "public stockholders" refer to the holders of our public shares, including our insiders to the extent our insiders purchase public shares, provided that their status as "public stockholders" shall exist only with respect to such public shares;
+
+ 
+
+ 
+ 
+ our "rights" or "public rights" refer to the rights which are being sold as part of the units in this offering;
+
+ 
+
+ 
+ 
+ our "insiders" refer to our officers, directors, sponsor and any holder of our insider shares, which include Chardan Capital Markets LLC;
+
+ 
+
+ 
+ 
+ our "sponsor" refers to Mountain Crest Holdings III LLC, the sole member of which is Suying Liu, our Chairman, Chief Executive Officer and Chief Financial Officer.
+
+ 
+
+Except as specifically provided otherwise,
+the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.
+
+ 
+
+We are responsible for the information
+contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information,
+and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making
+an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information
+contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.
+
+ 
+
+General
+
+ 
+
+We are a blank check company formed under
+the laws of the State of Delaware on March 2, 2021. We were formed for the purpose of effecting a merger, share exchange, asset
+acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout
+this prospectus as our initial business combination. Although there is no restriction or limitation on what industry or geographic
+region our target operates in, it is our intention to pursue prospective targets that are in North America. At the time of preparing
+this prospectus, we have not identified any specific business combination, nor has anyone on our behalf initiated or engaged in
+any substantive discussions, formal or otherwise, related to such a transaction. As of the date of this prospectus, all of our
+directors and officers serve in management positions for Mountain Crest Acquisition Corp. II (Nasdaq: MCAD), a special purpose
+acquisition company incorporated in Delaware. Our efforts to date are limited to organizational activities related to this offering.
+
+ 1
+
+ 
+
+ 
+
+Our Sponsor and Competitive Advantages
+
+ 
+
+Our sponsor, Mountain Crest Holdings III
+LLC, is controlled by Dr. Suying Liu, our Chairman, Chief Executive Officer and Chief Financial Officer, who have accumulated broad
+industry expertise and transaction experience from investing in and operating diverse businesses.
+
+ 
+
+In November 2019, Dr. Suying Liu co-founded
+Mountain Crest Acquisition Corp ("MCAC"), a special purpose acquisition company incorporated for the purposes of effecting
+a business combination. Dr. Liu served as the Chairman and Chief Executive Officer of MCAC. MCAC completed its initial public offering
+in June 2020, in which it sold 5,749,800 units, each consisting of one share of MCAC common stock and one right to receive one-tenth
+(1/10) of a share of common stock upon the consummation of an initial business combination, for an offering price of $10.00
+per unit, generating aggregate proceeds of $57,498,000.
+
+ 
+
+On October 1, 2020, MCAC announced that it had entered into
+a definitive agreement with Playboy Enterprises, Inc. ("Playboy"), owner of one of the largest and most recognizable
+lifestyle brands in the world. On February 9, 2021, MCAC announced that in a special meeting of stockholders held on the same day,
+its stockholders voted to approve its proposed business combination with Playboy. The business combination was closed on February
+10, 2021. As part of the consummation of the business combination, MCAC changed its name to "PLBY Group, Inc." The
+combined company began trading on February 11, 2021, on Nasdaq Global Market under the new ticker symbol "PLBY".
+
+ 
+
+Further, in July 2020, Dr. Suying Liu co-founded Mountain Crest Acquisition
+Corp. II ("MCAD"), a special purpose acquisition company incorporated for the purposes of effecting a business combination.
+Dr. Liu serves as the Chairman and Chief Executive Officer of MCAD. MCAD completed its initial public offering in January 2021, in which
+it sold 5,750,000 units, each consisting of one share of MCAD common stock and one right to receive one-tenth (1/10) of a share of common
+stock upon the consummation of an initial business combination, for an offering price of $10.00 per unit, generating aggregate
+proceeds of $57,500,000.
+
+ 
+
+On April 7, 2021, MCAD announced that it had entered into a definitive
+agreement with Better Therapeutics, Inc. ("Better"), an innovative platform for the development of prescription digital therapeutics
+for the treatment of diabetes, heart disease, and other cardiometabolic conditions. It is expected that Dr. Liu will remain as a member
+of the board of directors after the proposed business combination between MCAD and Better.
+
+ 
+
+We believe that our teams expertise and
+experience in structuring complex transactions, accessing the capital markets, and leading special purpose acquisition corporations, combined
+with our extensive relationships through a network of advisors and affiliates, will make us a partner of choice for potential business
+combination targets. We intend to focus our efforts on evaluating business combination targets by leveraging our connections with a variety
+of family offices, investment funds, and operating businesses. We expect to also take advantage of our sponsor s extended network
+with Asian consumer markets by enabling potential business combination targets producing quality products in North America to tap into
+such consumer demand abroad.
+
+ 
+
+Our Board of Directors and Management
+
+ 
+
+Our board of directors and management consist of experienced
+deal makers, operators, and investors.
+
+ 
+
+Dr. Suying Liu, our Chairman, Chief Executive
+Officer and Chief Financial Officer, has been a director of PLBY Group, Inc. (Nasdaq: PLBY) since it closed its business combination
+with Mountain Crest Acquisition Corp (Nasdaq: MCAC) in February 2021. He was the Chairman and Chief Executive Officer of Mountain
+Crest Acquisition Corp from November 2019 until it closed its business combination with PLBY Group, Inc. He has been the Chairman
+and Chief Executive Officer of Mountain Crest Acquisition Corp. II (Nasdaq: MCAD) since July 2020. He served as the Head of Corporate
+Strategy of Hudson Capital Inc. (Nasdaq: HUSN) between May 2020 and September 2020, where he led the company s strategic
+development for both general operations and specific growth areas. Between November 2018 and April 2020, Dr. Liu served as the
+Chief Strategist of Mansion Capital LLC, a privately-held real estate investment firm with brokerage and property management operations
+serving clients from both North America and Asia for their investments in the U.S. real estate market. Prior to joining Mansion
+Capital, Dr. Liu was an investment strategist at J.P. Morgan Chase & Co. from July 2015 to October 2018, providing investment
+strategies to major Wall Street institutions spanning private equity, hedge funds and insurance companies, with a primary focus
+in commercial mortgages. Dr. Liu began his career in academia, teaching a variety of degree programs from bachelor s to executive
+education at Washington University Olin Business School between January 2013 and May 2015 while completing his doctoral studies,
+for which he received a PhD in finance in May 2015. Dr. Liu obtained a master s in finance in December 2012 and his BA in
+economics and mathematics summa cum laude in May 2010 from Washington University in St. Louis.
+
+ 
+
+Mr. Nelson Haight is a member of our board
+of directors. He served as a member of the board of directors of Mountain Crest Acquisition Corp (Nasdaq: MCAC) from January 2020
+to February 2021, and has been serving as a member of the board of directors of Mountain Crest Acquisition Corp. II (Nasdaq: MCAD)
+since October 2020. A veteran in the oil and gas industry with over 30 years of professional experience, Mr. Haight currently serves
+as Senior Vice President, Chief Financial Officer and Treasurer for Key Energy Services, Inc., which he joined in June 2020. From
+September 2019 to June 2020, Mr. Haight was the interim Chief Financial Officer for Element Markets, LLC, an environmental commodities
+firm. From November 2018 to June 2019, Mr. Haight was the interim Chief Financial Officer for Epic Companies, LLC, a family office
+backed oilfield service company. Epic Companies filed for bankruptcy in August 2019. Between July 2017 and September 2018, Mr.
+Haight was the Chief Financial Officer of Castleton Resources, LLC, a privately held exploration and production company. From December
+2011 to July 2017, Mr. Haight served in various capacities from Vice President to Chief Financial Officer at Midstates Petroleum
+Company, Inc., an exploration and production company founded in 1993 and focused on the application of modern drilling and completion
+techniques to oil/liquids-prone resources in previously discovered yet underdeveloped hydrocarbon trends. In 2015, Mr. Haight led
+the team that raised $625 million in new capital for Midstates Petroleum. Midstates Petroleum filed for Chapter 11 bankruptcy in
+April 2016, and Mr. Haight was instrumental in its successful reorganization and emergence from bankruptcy in October 2016. Mr.
+Haight received an MPA and BBA from the University of Texas at Austin in May 1988 and is a Certified Public Accountant and member
+of the American Institute of Certified Public Accountants.
+
+ 2
+
+ 
+
+ 
+
+Dr. Todd Milbourn is a member of our board
+of directors. He served as a member of the board of directors of Mountain Crest Acquisition Corp (Nasdaq: MCAC) from January 2020
+to February 2021, and has been serving as a member of the board of directors of Mountain Crest Acquisition Corp. II (Nasdaq: MCAD)
+since October 2020. Dr. Milbourn is the Vice Dean and Hubert C. and Dorothy R. Moog Professor of Finance at Washington University
+Olin Business School, where he has researched and built academic programs in the areas of corporate finance, executive compensation
+and credit ratings since June 2000. With expertise on valuation, corporate finance, corporate governance, executive compensation
+and corporate risk-taking, Dr. Milbourn has been retained as an expert by private firms as well as the U.S. Department of Justice
+in cases related to fair rates of return, breach of contract damages and executive compensation programs, among others. Dr. Milbourn
+is also the Director and Chair of the Audit Committee of the Xanthus Fund at Oppenheimer, an asset management company with over
+1,000 financial advisors and more than $90 billion assets under administration. Dr. Milbourn obtained his PhD in finance from Indiana
+University Kelly School of Business in December 1995 and BA in economics and mathematics from Augustana College in May 1991.
+
+ 
+
+Mr. Wenhua Zhang is a member of our board
+of directors. He served as a member of the board of directors of Mountain Crest Acquisition Corp (Nasdaq: MCAC) from January 2020
+to February 2021, and has been serving as a member of the board of directors of Mountain Crest Acquisition Corp. II (Nasdaq: MCAD)
+since October 2020. Mr. Zhang has been a Partner at Azia Capital Fund LP, a private investment firm, since October 2014. Mr. Zhang
+began his career in the financial industry as the Vice President of Equity Research in the technology, media and telecom sector
+with T. Rowe Price from August 2001 to May 2008, and later joined Bain Capital as Director of the Brookside Fund, a long short
+equity investments fund, between July 2008 and December 2010. From February 2011 to August 2012, Mr. Zhang was Senior Vice President
+and Portfolio Manager at Harvard Management Company, a wholly owned subsidiary of Harvard University charged with managing the
+university s endowment assets, and then as Partner and Portfolio Manager at Newport Asia LLC between October 2012 and October
+2014, investing in Asia s high-growth companies on behalf of clients from institutions, endowments, and family offices. Mr.
+Zhang received an MBA with dual majors in finance and technology innovation from the Wharton School at the University of Pennsylvania
+in May 2001.
+
+ 
+
+Acquisition Strategy
+
+ 
+
+Our goal is to identify and acquire a business
+with untapped opportunity for building a public company. We believe that our management s and directors experiences,
+from evaluating assets through investing and company building, will enable us to source and execute a business combination with
+high-quality targets. Our selection process will leverage the relationships of our board with leading venture capitalists, private
+equity and hedge fund managers, respected peers, and our network of investment banking executives, attorneys, and accountants.
+Together with this network of trusted partners, we intend to capitalize the target business and create purposeful strategic initiatives
+in order to achieve attractive growth and performance after our initial business combination.
+
+ 
+
+In particular, we intend to focus our search
+for an initial business combination on private companies in North America that have positive operating cash flow or compelling
+economics and clear paths to positive operating cash flow, significant assets, and successful management teams that are seeking
+access to the U.S. public capital markets. Our selection process is expected to leverage our board s deep and broad network
+of relationships, industry expertise and deal sourcing capabilities to provide us with a strong pipeline of potential targets.
+We expect to distinguish ourselves with our ability to:
+
+ 
+
+ 
+ 
+ Leverage our Extensive Network of Relationships to Create a Unique Pipeline of Acquisition Opportunities. We believe the combination of our sponsor s experience in structuring complex transactions and our ability to access the network of relationships of our board with family offices, corporate executives, founders, family-owned businesses and private equity firms, will enable us to identify and evaluate suitable target businesses in the areas that we deem appropriate.
+
+ 
+
+ 
+ 
+ Employ Rigor to the Process of Identifying Target Companies and Acquiring a Business that Will be Well-Received by the Public Markets. We believe our board s strong transaction track record, together with their experience in investing in both the private and public markets, will provide a distinct advantage for identifying, valuing and completing a business combination that will meet our investors expectations.
+
+ 
+
+ 
+ 
+ Capitalize on Our Strategic Position Bridging High-Quality North American Production and Extensive Asian Consumer Demand. We believe the access that our board has to North American private companies producing quality products but lacking distribution, especially to Asian consumers, presents an enormous opportunity when we bring such market channels to these potential business combination targets. Our sponsor s relationships with Asian consumer markets will allow us to create further synergies with target companies in addition to expanded capital and production capacities.
+
+ 3
+
+ 
+
+ 
+
+Investment Criteria 
+
+ 
+
+We intend to focus on companies that possess
+under-researched and underappreciated asset(s) poised for significant growth once capitalized.
+
+ 
+
+Consistent with our strategy, we have identified
+the following criteria to evaluate prospective target businesses. Although we may decide to enter into our initial business combination
+with a target business that does not meet the criteria described below, it is our intention to acquire companies that we believe:
+
+ 
+
+ 
+ 
+ have a scientific or other competitive advantage in the markets;
+
+ 
+
+We intend to seek target companies
+that have significant competitive advantages and underexploited expansion opportunities that can benefit from access to additional
+capital as well as our industry relationships and expertise.
+
+ 
+
+ 
+ 
+ are ready to be public, with strong management, corporate governance and reporting policies in place;
+
+ 
+
+We will seek to identify companies
+with strong and experienced public-ready management teams. Specifically, we will look for management teams that have a proven track
+record of value creation for their stockholders. We will seek to partner with a potential target s management team and expect
+that the operating and investment abilities of our executive team and board will complement their own capabilities.
+
+ 
+
+ 
+ 
+ will likely be well received by public investors and are expected to have good access to the public capital markets;
+
+ 
+
+We believe that there are a substantial
+number of potential target businesses with appropriate valuations that can benefit from a public listing and new capital for growth
+to support significant revenue and earnings growth.
+
+ 
+
+ 
+ 
+ are private equity fund portfolio companies or entities held by non-traditional investors in North America, especially in the U.S.;
+
+ 
+
+According to Pitchbook Data,
+Inc., U.S. private equity funds raised more than $1.8 trillion from 2006 through 2016 in over 2,700 different funds. As they seek
+liquidity, particularly in older-vintage portfolios, we believe that there will be a considerable number of portfolio companies
+available for sale from these private equity firms in the coming years that would benefit from public listings. Additionally, non-traditional
+control investors such as financial institutions, banks, non-bank lenders, or hedge funds, who do not typically hold and manage
+private operating assets, may be anxious to divest their non-core holdings. In the event that those types of investors are liquidating
+or experiencing other pressures, they may need to divest certain holdings.
+
+ 
+
+ 
+ 
+ have significant embedded and/or underexploited growth opportunities that our team is uniquely positioned to identify and monetize;
+
+ 
+
+We intend to seek target companies
+that have significant and underexploited expansion opportunities. This can be accomplished through a combination of accelerating
+organic growth and finding attractive add-on acquisition targets. Our management team has significant experience in identifying
+such targets and in helping target management assess the strategic and financial fit. Similarly, our management has the expertise
+to assess the likely synergies and a process to help a target integrate acquisitions.
+
+ 
+
+ 
+ 
+ exhibit unrecognized value or other characteristics that we believe have been misevaluated by the market;
+
+ 
+
+We will seek target companies
+which exhibit value or other characteristics that we believe have been overlooked or misevaluated by the marketplace based on our
+company-specific analyses and due diligence. For a potential target company, this process will include, among other things, a review
+and analysis of the company s capital structure, quality of current or future earnings, corporate governance, customers,
+material contracts, and the industry and trends. We intend to leverage the operational experience and disciplined investment approach
+of our team to identify opportunities to unlock value that our experience in complex situations allows us to pursue.
+
+ 
+
+ 
+ 
+ will offer attractive risk-adjusted equity returns for our stockholders.
+
+ 
+
+We intend to seek to acquire
+a target on terms and in a manner that leverage our capital markets and transaction management experience. We expect to evaluate
+a company based on its potential to successfully commercialize its product(s), both new and under development. We also expect to
+evaluate financial returns based on opportunities for follow-on acquisitions and other value-creation initiatives. Potential upside,
+for example, from the growth in the target business s earnings or an improved capital structure will be weighed against any
+identified downside risks.
+
+ 4
+
+ 
+
+ 
+
+Initial Business Combination
+
+ 
+
+We will have until 12 months from the closing
+of this offering (or 18 months from the closing of this offering if we have executed a definitive agreement for an initial business
+combination within 12 months from the closing of this offering but have not completed the initial business combination within such
+12-month period) to consummate our initial business combination. In addition, if we anticipate that we may not be able to consummate
+our initial business combination within 12 months and we have not entered into a definitive agreement for an initial business combination
+by such date, our insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business
+combination 2 times by an additional 3 months each time (for a total of up to 18 months to complete a business combination), provided
+that, pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into
+between us and Continental Stock Transfer & Trust Company on the date of this prospectus, the only way to extend the time available
+for us to consummate our initial business combination in the absence of a definitive agreement is for our insiders or their affiliates
+or designees, upon five days advance notice prior to the applicable deadline, to deposit into the trust account $500,000,
+or $575,000 if the over-allotment option is exercised in full ($0.10 per share in either case, or an aggregate of $1,000,000 (or
+$1,150,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline. In the event
+that they elected to extend the time to complete a business combination and deposited the applicable amount of money into trust,
+the insiders would receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will
+not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust
+account to do so. Such notes would either be paid upon consummation of our initial business combination, or, at the relevant insider s
+discretion, converted upon consummation of our business combination into additional private units at a price of $10.00 per unit.
+Our shareholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes
+to so convert such notes at the time of the consummation of our initial business combination. In the event that we receive notice
+from our insiders five days prior to the applicable deadline of their intent to effect an extension, we intend to issue a press
+release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press
+release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our insiders and their
+affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business
+combination. To the extent that some, but not all, of our insiders, decide to extend the period of time to consummate our initial
+business combination, such insiders (or their affiliates or designees) may deposit the entire amount required. If we are unable
+to consummate our initial business combination within such time period, we will, as promptly as possible but not more than ten
+business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account,
+including a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us to
+pay our taxes, and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims
+of creditors which may take priority over the claims of our public stockholders. In the event of our dissolution and liquidation,
+the private units will expire and will be worthless.
+
+ 
+
+We will either (1) seek stockholder approval
+of our initial business combination at a meeting called for such purpose, at which stockholders may seek to convert their shares,
+regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount
+then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity to sell their
+shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata
+share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations
+described herein. The decision as to whether we will seek stockholder approval of our proposed business combination or allow stockholders
+to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors
+such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval.
+Any tender offer documents used in connection with a business combination will contain substantially the same financial and other
+information about the initial business combination as is required under the SEC s proxy rules.
+
+ 
+
+The initial per public share redemption
+or conversion price will be $10.00 per share, regardless of whether the over-allotment option is exercised. However, we may not
+be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders.
+
+ 
+
+Pursuant to the rules of the Nasdaq Stock Market,
+our initial business combination must occur with one or more target businesses having an aggregate fair market value of at least 80% of
+the value of the trust account (excluding any deferred underwriter s fees and taxes payable on the income earned on the trust account),
+which we refer to as the 80% test, at the time of the agreement to enter into the initial business combination. Therefore, the fair market
+value of the target business will be calculated prior to any conversions of our shares in connection with a business combination and therefore
+will be a minimum of $38,600,000 (or $44,390,000 if the over-allotment option is exercised in full) in order to satisfy the 80% test.
+While the fair market value of the target business must satisfy the 80% test, the consideration we pay the owners of the target business
+may be a combination of cash (whether cash from the trust account or cash from a debt or equity financing transaction that closes concurrently
+with the business combination) or our equity securities. The exact nature and amount of consideration would be determined based on negotiations
+with the target business, although we will attempt to primarily use our equity as transaction consideration. If our board is not able
+to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment
+banking firm with respect to the satisfaction of such criteria. We will also obtain a fairness opinion from an independent investment
+banking firm before consummating a business combination with an entity affiliated with any of our officers, directors or insiders. If
+we are no longer listed on Nasdaq, we will not be required to satisfy the 80% test.
+
+ 
+
+ 5
+
+ 
+
+ 
+
+We anticipate structuring our initial business
+combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity
+interests or assets of the target business or businesses. We may, however, structure our initial business combination such that
+the post-transaction company owns less than 100% of such interests or assets of the target business in order to meet certain objectives
+of the target management team or stockholders or for other reasons, but we will only complete such business combination if the
+post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest
+in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,
+as amended, or the Investment Company Act. Even if the post-transaction company owns 50% or more of the voting securities of the
+target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company,
+depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction
+in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this
+case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number
+of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding
+shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business
+or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or
+acquired is what will be valued for purposes of the 80% test.
+
+ 
+
+As more fully discussed in "Management
+ — Conflicts of Interest," if any of our officers or directors becomes aware of a business combination opportunity that
+falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or
+she may be required to present such business combination opportunity to such entity prior to presenting such business combination
+opportunity to us. All of our officers, directors and director nominees currently have certain relevant pre-existing fiduciary
+duties or contractual obligations.
+
+ 
+
+We are an "emerging growth company,"
+as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.
+As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other
+public companies that are not "emerging growth companies" including, but not limited to, not being required to comply
+with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced
+disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements
+of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not
+previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market
+for our securities and the prices of our securities may be more volatile.
+
+ 
+
+In addition, Section 107 of the JOBS Act
+also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section
+7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth
+company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
+We intend to take advantage of the benefits of this extended transition period until we are no longer an "emerging growth
+company."
+
+ 
+
+We will remain an emerging growth company
+until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering,
+(b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated
+filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June
+30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year
+period. References herein to "emerging growth company" shall have the meaning associated with it in the JOBS Act.
+
+ 
+
+Private Placements
+
+ 
+
+March 2, 2021, our insiders purchased 1,437,500
+insider shares for an aggregate purchase price of $25,000, or approximately $0.017 per share. The per share purchase price of the
+insider shares was determined by dividing the amount of cash contributed to the company by the aggregate number of insider shares
+issued. The number of insider shares issued was determined based on the expectation that the insider shares would represent 20%
+of the outstanding shares after this offering (not including the shares to be issued to the underwriter at closing or the shares
+underlying the private placement units). As such, our initial stockholders will collectively own 20% of our issued and outstanding
+shares after this offering. The 1,437,500 insider shares held or controlled by our insiders include an aggregate of up to 187,500
+shares subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part,
+so that our insiders will collectively own or control 20.0% of our issued and outstanding shares after this offering.
+
+ 6
+
+ 
+
+ 
+
+The insider shares are identical to the
+shares of common stock included in the units being sold in this offering. However, our insiders have agreed (A) to vote their insider
+shares, private shares and any public shares acquired in or after this offering in favor of any proposed business combination,
+(B) not to propose, or vote in favor of, an amendment to our certificate of incorporation that would affect the substance or timing
+of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from
+the closing of this offering (or 15 or 18 months, as applicable) unless we provide our public stockholders with the opportunity
+to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the
+aggregate amount then on deposit in the trust account, net of taxes payable, divided by the number of then outstanding public shares,
+(C) not to convert any shares (including the insider shares) into the right to receive cash from the trust account in connection
+with a stockholder vote to approve our proposed initial business combination (or sell any shares they hold to us in a tender offer
+in connection with a proposed initial business combination) or a vote to amend the provisions of our certificate of incorporation
+relating to the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business
+combination within 18 months from the closing of this offering, and (D) that the insider shares shall not be entitled to be redeemed
+for a pro rata portion of the funds held in the trust account if a business combination is not consummated.
+
+ 
+
+On the date of this prospectus, the insider
+shares will be placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company,
+acting as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released
+from escrow until the earlier of six months after the date of the consummation of our initial business combination and the date
+on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends,
+reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business
+combination and the remaining 50% of the insider shares will not be transferred, assigned, sold or released from escrow until six
+months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our
+initial business combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all
+of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. The limited
+exceptions referred to above include (1) transfers among the insiders, to our officers, directors, advisors and employees, (2)
+transfers to an insider s affiliates or its members upon its liquidation, (3) transfers to relatives and trusts for estate
+planning purposes, (4) transfers by virtue of the laws of descent and distribution upon death, (5) transfers pursuant to a qualified
+domestic relations order, (6) private sales made at prices no greater than the price at which the securities were originally purchased
+or (7) transfers to us for cancellation in connection with the consummation of an initial business combination, in each case (except
+for clause 7) where the transferee agrees to the terms of the escrow agreement and forfeiture, as the case may be, as well as the
+other applicable restrictions and agreements of the holders of the insider shares.
+
+ 
+
+Mountain Crest Holdings III LLC and Chardan
+Capital Markets, LLC have committed to purchase from us an aggregate of 185,000 units, or "private units," at $10.00
+per private unit, of which 110,000 private units will be purchased by Mountain Crest Holdings III LLC and 75,000 Private Units
+will be purchased by Chardan Capital Markets, LLC (for a total purchase price of $1,850,000). These purchases will take place on
+a private placement basis simultaneously with the consummation of this offering. All of the proceeds we receive from this purchase
+will be placed in the trust account described below. Mountain Crest Holdings III LLC and Chardan Capital Markets, LLC have also
+agreed that if the over-allotment option is exercised by the underwriters, they will purchase from us up to a maximum of an additional
+15,000 private units at a price of $10.00 per private unit, of which up to 3,750 private units will be purchased by Mountain Crest
+Holdings III LLC and up to 11,250 private units will be purchased by Chardan Capital Markets, LLC, so that at least $10.00 per
+share sold to the public in this offering is held in trust regardless of whether the over-allotment option is exercised in full
+or part. These additional private units will be purchased in a private placement that will occur simultaneously with the purchase
+of units resulting from the exercise of the over-allotment option. The proceeds from the private placement of the private units
+will be added to the proceeds of this offering and placed in the same trust account described in this prospectus maintained by
+Continental Stock Transfer & Trust Company, as trustee. 
+
+ 
+
+The private units are identical to the
+units sold as part of the public units in this offering. However, our initial stockholders have agreed (A) to vote their insider
+shares, private shares and any public shares purchased in or after this offering in favor of any proposed business combination,
+(B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our certificate
+of incorporation that would affect the substance or timing of the ability of public stockholders to exercise redemption rights
+as described herein or of our redemption obligation to redeem all public shares if we cannot complete an initial business combination
+within 12 months of the closing of this offering (or 15 or 18 months, as applicable), unless we provide public stockholders an
+opportunity to redeem their public shares in conjunction with any such amendment, (C) not to redeem any shares, including
+insider shares, private shares and any public shares purchased in or after this offering into the right to receive cash from the
+trust account in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to
+us in any tender offer in connection with our proposed initial business combination, and (D) that the insider shares and private
+shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated.
+
+ 
+
+If public units or shares are purchased
+by any of our directors, officers or initial shareholders, they will be entitled to funds from the trust account to the same extent
+as any public shareholder upon our liquidation but will not have redemption rights related thereto.
+
+ 
+
+Our executive offices are located at 311 West 43rd Street, 12th
+Floor, New York, NY 10036, and our telephone number is (646) 493-6558. 
+
+ 7
+
+ 
+
+ 
+
+The Offering
+
+ 
+
+In making your decision on whether to invest
+in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special
+risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated
+under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.
+You should carefully consider these and the other risks set forth in the section below entitled "Risk Factors" beginning
+on page 19 of this prospectus.
+
+ 
+
+ Securities offered
+ 5,000,000 Units, at $10.00 per unit, each unit consisting of one share of common stock and one right entitling the holder thereof to receive one- tenth (1/10) of a share of common stock upon consummation of our initial business combination, subject to adjustment as described in this prospectus.
+
+ 
+ 
+
+ Proposed Nasdaq symbols
+ We anticipate the units, and the shares of common stock and rights once they begin separate trading, will be listed on Nasdaq under the symbols "MCAEU", "MCAE", and "MCAER" respectively.
+
+ 
+ 
+
+ Trading commencement and 
+
+separate trading of common 
+
+stock and rights
+ The units will begin trading on or promptly after the date of this prospectus. Each of the common stock and rights may trade separately on the 45th day after the date of this prospectus unless Chardan Capital Markets, LLC determines that an earlier date is acceptable (based upon, among other things, its assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, our securities in particular). In no event will Chardan Capital Markets, LLC allow separate trading of the common stock and rights until we file an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. Once the shares of common stock and rights commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of common stock and rights. We will file a Current Report on Form 8-K with the U.S. Securities and Exchange Commission, or the SEC, including an audited balance sheet, promptly following the closing of this offering, which is anticipated to take place three business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if Chardan Capital Markets, LLC has allowed separate trading of the common stock and rights prior to the 45th day after the date of this prospectus.
+
+ Units:
+ 
+
+ 
+ 
+
+ Number outstanding before this offering
+ 0 units
+
+ 
+ 
+
+ Number to be outstanding after 
+
+this offering and sale of 
+
+private units
+ 5,185,000 units1
+
+ 
+ 
+
+ Shares of common stock:
+ 
+
+ 
+ 
+
+ Number outstanding before this 
+
+offering
+ 1,437,500 shares2
+
+ 
+ 
+
+ Number to be outstanding after 
+
+this offering and sale of 
+
+private units
+ 6,521,250 shares3
+
+ 
+
+(1)Assumes
+the over-allotment option has not been exercised.
+
+(2)This
+number includes an aggregate of up to 187,500 shares of common stock held by our initial stockholders that are subject to forfeiture
+if the over-allotment option is not fully exercised by the underwriters.
+
+(3)Assumes
+the over-allotment option has not been exercised and that 187,500 insider shares that are subject to forfeiture if the over-allotment
+option is not exercised by the underwriters in full have been forfeited. If the over-allotment option is exercised in full, there
+will be a total of 7,473,750 shares of common stock issued and outstanding.
+
+ 8
+
+ 
+
+ 
+
+ Rights included as part of units:
+ 
+
+ 
+ 
+
+ Number outstanding before this offering
+ 0 rights
+
+ 
+ 
+
+ Number to be outstanding after this offering and sale of private units
+ 5,185,000 rights4
+
+ 
+ 
+
+ Terms of Rights:
+ Except in cases where we are not the surviving company in a business combination, each holder of a public right will automatically receive one- tenth (1/10) of a share of common stock upon consummation of our initial business combination. In the event we will not be the surviving company upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one- tenth (1/10) of a share underlying each right upon consummation of the business combination. We will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, you must hold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a business combination. If we are unable to complete an initial business combination within the required time period and we redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. 
+
+ 
+ 
+
+ Offering proceeds to be held in trust:
+ $50,000,000 of the net proceeds of this offering
+and the private placement (or $ 57,500,000 if the over-allotment option is exercised in full), or $10.00 per unit sold to the public in
+this offering (regardless of whether or not the over-allotment option is exercised in full or part) will be placed in a trust account
+at JPMorgan Chase Bank, maintained by Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be
+signed on the date of this prospectus. $450,000 of net proceeds of this offering will not be held in the trust account.
+
+ 
+
+Except as set forth below, the proceeds in the trust account will
+not be released until the earlier of: (1) the completion of an initial business combination within the required time period and
+(2) our redemption of 100% of the outstanding public shares if we have not completed a business combination in the required time
+period. Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will
+not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and
+selection of a target business and the negotiation of an agreement to acquire a target business.
+
+ 
+
+ 4
+ Assumes the over-allotment option has not been exercised. If the over-allotment
+option is exercised in full, there will be a total of 5,950,000 rights issued and outstanding, including an aggregate of 200,000 rights
+underlying the private units.
+
+ 9
+
+ 
+
+ 
+
+ 
+ Notwithstanding the foregoing, there can be released to us from the trust account any interest earned on the funds in the trust account that we need to pay our income or other tax obligations. With this exception, expenses incurred by us may be paid prior to a business combination only from the net proceeds of this offering not held in the trust account of approximately $450,000. Additionally, in order to meet our working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient, our initial stockholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the relevant insider s discretion, up to $1,500,000 of the notes may be converted upon consummation of our business combination into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units to acquire 150,000 shares of common stock if $1,500,000 of notes were so converted). If we do not complete a business combination, the loans will only be repaid with funds not held in the trust account, to the extent available.
+
+ 
+ 
+
+ Insider Shares
+ On March
+2, 2021, our sponsor purchased 1,437,500 insider shares for an aggregate purchase price of $25,000, or approximately $0.017 per share.
+The per share purchase price of the insider shares was determined by dividing the amount of cash contributed to the company by the aggregate
+number of insider shares issued. The number of insider shares issued was determined based on the expectation that the insider shares
+would represent 20% of the outstanding shares after this offering (not including the shares to be issued to the underwriter at closing
+or the shares underlying the private placement units). As such, our initial stockholders will collectively own 20% of our issued and
+outstanding shares after this offering. The 1,437,500 insider shares held or controlled by our insiders include an aggregate of up to
+187,500 shares subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in
+part, so that our insiders will collectively own or control 20.0% of our issued and outstanding shares after this offering. The purchase
+price of the insider shares was determined by dividing the amount of cash contributed to the company by the number of insider shares
+issued. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock
+dividend or share contribution back to capital, as applicable, immediately prior to the consummation of the offering in such amount as
+to maintain the ownership of our stockholders prior to this offering at 20.0% of the number of shares outstanding after this offering.
+Our insiders will collectively beneficially own approximately 20.0% of our issued and outstanding shares after this offering (not including
+the private units and underlying shares and assuming our insiders do not purchase any public units in this offering). Up to 187,500 insider
+shares will be subject to forfeiture by our insiders (and/or their permitted transferees) depending on the extent to which the underwriters 
+over-allotment option is exercised.
+
+ 
+
+ 
+ The insider shares are identical to the shares of common stock included in the units being sold in this offering, except that:
+
+ 
+ 
+
+ 
+ the insider shares are subject to certain transfer restrictions, as described in more detail below, and
+
+ 
+ 
+
+ 
+ our insiders have entered into letter agreements with us, pursuant to which they have agreed (i) to waive their conversion rights with respect to their insider shares and any public shares they purchase in connection with the completion of our initial business combination and (ii) to waive their redemption rights with respect to their insider shares if we fail to complete our initial business combination within 12 months from the closing of this offering (or 15 or 18 months, as applicable) (although they will be entitled to redemption rights with respect to any public shares they hold if we fail to complete our business combination within the prescribed time frame).
+
+ 
+ 
+
+ 
+ If we submit our initial business combination to our public stockholders for a vote, our insiders have agreed to vote their insider shares, private shares and any public shares purchased during or after this offering in favor of our initial business combination.
+
+ 10
+
+ 
+
+ 
+
+ Transfer restrictions on insider shares
+ Our insiders have agreed not to transfer, assign or sell any of the insider shares (except to certain permitted transferees) until, with respect to 50% of the insider shares, the earlier of six months after the date of the consummation of our initial business combination and the date on which the closing price of our common stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of our initial business combination and, with respect to the remaining 50% of the insider shares, six months after the date of the consummation of our initial business combination, or earlier in each case if, subsequent to our initial business combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. The insider shares will be held in escrow with Continental Stock Transfer & Trust Company during the period in which they are subject to the transfer restrictions described above.
+
+ 
+ 
+
+ Private units
+ Mountain Crest Holdings III LLC and Chardan Capital Markets, LLC have committed to purchase from us an aggregate of 185,000 units, or "private units," at $10.00 per private unit, of which 110,000 private units will be purchased by Mountain Crest Holdings III LLC and 75,000 Private Units will be purchased by Chardan Capital Markets, LLC (for a total purchase price of $1,850,000). These purchases will take place on a private placement basis simultaneously with the consummation of this offering. All of the proceeds we receive from this purchase will be placed in the trust account described below. Mountain Crest Holdings III LLC and Chardan Capital Markets, LLC have also agreed that if the over-allotment option is exercised by the underwriters, they will purchase from us up to a maximum of an additional 15,000 private units at a price of $10.00 per private unit, of which up to 3,750 private units will be purchased by Mountain Crest Holdings III LLC and up to 11,250 private units will be purchased by Chardan Capital Markets, LLC, so that at least $10.00 per share sold to the public in this offering is held in trust regardless of whether the over-allotment option is exercised in full or part. The purchase price of the private units will be added to the proceeds from this offering to pay for the expenses of this offering and to be held in the trust account. If we do not complete our initial business combination within 12 months from the closing of this offering (or 15 or 18 months, as applicable), the proceeds of the sale of the private units will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private units will be worthless.
+
+ 
+
+ Limited payments to insiders
+ There will be no fees, reimbursements or other cash payments paid to our insiders or any of the members of our management team prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is) other than:
+
+ 
+ 
+
+ 
+ repayment at the closing of this offering of non-interest bearing loans up to an aggregate amount of $500,000;
+
+ 
+ 
+
+ 
+ payment of $10,000 per month to Mountain Crest Holdings III LLC for office space and related services, subject to deferral as described herein;
+
+ 
+ 
+
+ 
+ reimbursement of out-of-pocket expenses incurred by our insiders or any of their affiliates in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; and
+
+ 
+ 
+
+ 
+ repayment of loans which may be made by our insiders or any of their affiliates to finance transaction costs in connection with an initial business combination, the terms of which have not been determined.
+
+ 11
+
+ 
+
+ 
+
+ 
+ There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. We have no policy which prohibits our insiders or any member of our management team from negotiating the reimbursement of such expenses by a target business. Our audit committee will review and approve all reimbursements and payments made to any insider or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval.
+
+ 
+
+ Potential revisions to agreements with
+
+insiders
+ 
+
+We could seek to amend certain agreements made by our management team disclosed in this prospectus without the approval of stockholders, although we have no intention to do so. For example, restrictions on our executives relating to the voting of securities owned by them, the agreement of our management team to remain with us until the closing of a business combination, the obligation of our management team to not propose certain changes to our organizational documents or the obligation of the management team and its affiliates to not receive any compensation in connection with a business combination could be modified without obtaining stockholder approval. Although stockholders would not be given the opportunity to redeem their shares in connection with such changes, in no event would we be able to modify the redemption or liquidation rights of our stockholders without permitting our stockholders the right to redeem their shares in connection with any such change. We will not agree to any such changes unless we believed that such changes were in the best interests of our stockholders (for example, if such a modification were necessary to complete a business combination).
+
+ 
+ 
+
+ Stockholder approval of, or tender 
+
+offer in connection with, initial 
+
+business combination
+ In connection with any proposed initial business combination, we will either (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which stockholders may seek to convert their shares into the right to receive cash from the trust account, regardless of whether they vote for or against the proposed business combination; or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether we will seek stockholder approval of our proposed business combination or allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. If we provide stockholders with the opportunity to sell their shares to us by means of a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC s proxy rules. If we seek stockholder approval of our initial business combination, we will consummate the business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination.
+
+ 12
+
+ 
+
+ 
+
+ 
+ In addition, we will not consummate our initial business combination if public stockholders exercise conversion rights in an amount that would cause our net tangible assets to be less than $5,000,001 (so that this offering is not subject to Rule 419 promulgated under the Securities Act) or if we do not satisfy any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration needed to satisfy cash conditions pursuant to the terms of the proposed business combination exceeds the aggregate amount of cash available to us (including any cash we may obtain from financing from third parties or our insiders or their affiliates, which may not be available on terms acceptable to us or at all), we will not complete the business combination (as we may be required to have a lesser number of shares converted). As a result, we may not be able to locate another suitable target within the applicable time period, if at all. However, if we seek stockholder approval of a business combination and if a significant number of public stockholders properly seek to convert their public shares in connection with a proposed business combination, we or our insiders or their affiliates could purchase some or all of such shares in the open market or in private transactions in order to seek to satisfy the cash conditions. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. No funds from the trust account can be released from the trust account prior to the consummation of a business combination to make such purchases (although such purchases could be made using funds available to us after the closing of a business combination). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Notwithstanding the foregoing, we or our insiders and their affiliates will not make purchases of shares of common stock if the purchases would violate Sections 9(a)(2) or 10(b) of the Exchange Act or Regulation M, which are rules that prohibit manipulation of a company s stock, and we and they will comply with Rule 10b-18 under the Exchange Act in connection with any open-market purchases. If purchases cannot be made without violating applicable law, no such purchases will be made.
+
+ 
+ 
+
+ 
+ Our insiders have agreed (A) to vote their insider shares, private shares and any public shares acquired in or after this offering in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to our certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or 15 or 18 months if we have extended the period of time as described in this prospectus), unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, (C) not to convert any shares (including the insider shares and private shares) into the right to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination (or sell any shares they hold to us in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of our certificate of incorporation relating to the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or 15 or 18 months if we have extended the period of time as described in this prospectus) and (D) that the insider shares and private shares shall not be entitled to be redeemed for a pro rata portion of the funds held in the trust account if a business combination is not consummated. Depending on how a business combination was structured, any stockholder approval requirement could be satisfied by obtaining the approval of either (i) a majority of the shares of our common stock that were voted at the meeting (assuming a quorum was present at the meeting), or (ii) a majority of the outstanding shares of our common stock. Because our insiders will collectively beneficially own approximately 20.0% of our issued and outstanding shares of common stock (not including the private units and underlying securities and assuming our insiders do not purchase any units in this offering) upon consummation of this offering, a minimum of approximately 380,314 public shares, or approximately 7.6% of the outstanding shares of our common stock (if the approval requirement was a majority of shares voted and assuming that only a quorum was present at the meeting, that the over-allotment option is not exercised, and that the initial stockholders do not purchase any units in this offering or units or shares in the after-market), would need to be voted in favor of a business combination in order for it to be approved.
+
+ 13
+
+ 
+
+ 
+
+ 
+ None of our insiders, director nominees or their affiliates has committed to purchase units in this offering or any units or shares of common stock in the open market or in private transactions. However, if a significant number of stockholders vote, or indicate an intention to vote, against a proposed business combination, our insiders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. Notwithstanding the foregoing, our insiders and their affiliates will not make purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
+
+ 
+ 
+
+ Conditions to completing our initial business combination
+ There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriter s fees and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If we are no longer listed on Nasdaq, we will not be required to satisfy the 80% test.
+
+ 
+ 
+
+ 
+ If our board is not able to independently determine the fair market value of the target business or businesses, we may obtain an opinion from an independent investment banking or accounting firm as to the fair market value of the target business. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test, provided that in the event that the business combination involves more than one target business, the 80% test will be based on the aggregate value of all of the target businesses.
+
+ 
+ 
+
+ Conversion rights
+ In connection with any stockholder meeting called to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether he, she or it is voting for or against such proposed business combination, to demand that we convert his, her or its public shares into a pro rata share of the trust account upon consummation of the business combination.
+
+ 
+ 
+
+ 
+ We may require public stockholders wishing to exercise conversion rights, whether they are a record holder or hold their shares in "street name," to either tender the certificates they are seeking to convert to our transfer agent or to deliver the shares they are seeking to convert to the transfer agent electronically using Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, at any time at or prior to the vote on the business combination. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the vote on the business combination in order to exercise conversion rights. This is because a holder would need to deliver shares to exercise conversion rights regardless of the timing of when such delivery must be effectuated. However, in the event we require stockholders to deliver their shares prior to the vote on the proposed business combination and the proposed business combination is not consummated, this may result in an increased cost to stockholders.
+
+ 14
+
+ 
+
+ 
+
+ 
+ Under Delaware law, we may be required to give a minimum of only ten days notice for each general meeting. As a result, if we require public stockholders who wish to convert their shares of common stock into the right to receive a pro rata portion of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise their conversion rights and may be forced to retain our securities when they otherwise would not want to.
+
+ 
+ 
+
+ 
+ If we require public stockholders who wish to convert their shares of common stock to comply with specific delivery requirements for conversion described above and such proposed business combination is not consummated, we will promptly return such certificates to the tendering public stockholders.
+
+ 
+ 
+
+ Release of funds in trust account on closing of our initial business combination
+ On the completion of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public stockholders who exercise their conversion rights as described above under "— Conversion rights," to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or targets or owners of the target or targets of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using stock or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
+
+ 
+ 
+
+ Liquidation if no business combination
+ If we are unable to complete our initial business combination within 12 months from the closing of this offering (or 18 months from the closing of this offering if we have executed a definitive agreement for an initial business combination within 12 months from the closing of this offering but have not completed the initial business combination within such 12-month period), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining holders of common stock and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. However, if we anticipate that we may not be able to consummate our initial business combination within 12 months and we have not entered into a definitive agreement for an initial business combination by such date, our insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up to 18 months to complete a business combination), provided that, pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, the only way to extend the time available for us to consummate our initial business combination in the absence of a definitive agreement is for our insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, to deposit into the trust account $500,000, or $575,000 if the over-allotment option is exercised in full ($0.10 per share in either case, or an aggregate of $1,000,000 (or $1,150,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline. In the event that they elected to extend the time to complete a business combination and deposited the applicable amount of money into trust, the insiders would receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our initial business combination, or, at the relevant insider s discretion, converted upon consummation of our business combination into additional private units at a price of $10.00 per unit. Our shareholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination. In the event that we receive notice from our insiders five days prior to the applicable deadline of their intent to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. To the extent that some, but not all, of our insiders, decide to extend the period of time to consummate our initial business combination,
+such insiders (or their affiliates or designees) may deposit the entire amount required.
+
+ 15
+
+ 
+
+ 
+
+ 
+ In connection with our redemption of 100% of our outstanding public shares, each holder will receive an amount equal to (1) the number of public shares being converted by such public holder divided by the total number of public shares multiplied by (2) the amount then in the trust account (initially $10.00 per share), which includes the deferred underwriting commission, plus a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us or necessary to pay our taxes (subject in each case to our obligations under Delaware law to provide for claims of creditors). 
+
+ 
+ 
+
+ 
+ The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our stockholders. We may not have funds sufficient to pay or provide for all creditors claims. Although we will seek to have all vendors, service providers (excluding our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. The underwriters will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third-party who executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.
+
+ 16
+
+ 
+
+ 
+
+ 
+ In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.
+
+ 
+ 
+
+ 
+ If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.
+
+ 
+ 
+
+ 
+ The holders of the insider shares and private units (and underlying securities) will not participate in any redemption distribution with respect to their insider shares and private units (and underlying securities), but may have any public shares redeemed upon liquidation.
+
+ 
+ 
+
+ 
+ If we are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account, without taking into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately $10.00.
+
+ 
+ 
+
+ 
+ We will pay the costs of any liquidation following the redemptions from our remaining assets outside of the trust account. If such funds are insufficient, our insiders have agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and have agreed not to seek repayment for such expenses.
+
+ 
+ 
+
+ 
+ The underwriters have agreed to waive their rights to the deferred underwriting commissions held in the trust account in the event we do not consummate a business combination within 12 months from the closing of this offering (or 15 or 18 months, as applicable) and in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.
+
+ 
+
+Risks
+
+ 
+
+We are a newly formed company that has
+conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations
+and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account
+not only the background of our management team, but also the special risks we face as a blank check company. This offering is not
+being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections
+normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check
+offerings differ from this offering, please see "Proposed Business — Comparison to offerings of blank check companies
+subject to Rule 419." You should carefully consider these and the other risks set forth in the section entitled "Risk
+Factors" beginning on page 19 of this prospectus.
+
+ 17
+
+ 
+
+ 
+
+ 
+
+ Summary of Risk Factors
+
+ 
+
+Our business is subject to numerous risks and
+uncertainties, including those highlighted in the section titled "Risk Factors," that represent challenges that we face in
+connection with the successful implementation of our strategy. The occurrence of one or more of the events or circumstances described
+in the section titled "Risk Factors," alone or in combination with other events or circumstances, may adversely affect our
+ability to effect a business combination, and may have an adverse effect on our business, cash flows, financial condition and results
+of operations. Such risks include, but are not limited to:
+
+ 
+
+ our lack of operating history;
+
+ our ability to continue as a "going concern;"
+
+ our stockholders potential lack of opportunity to
+vote on our proposed business combination;
+
+ the lack of protections afforded to investors of blank check
+companies that comply with Rule 419;
+
+ the potential deviation from our acquisition criteria;
+
+ the potential issuance of additional equity and/or debt securities
+to complete a business combination;
+
+ our potential lack of working capital;
+
+ the potential for third-party claims to reduce the per-share redemption
+price for our common stock;
+
+ the potential for negative interest rates for securities
+in which we invest the funds held in the trust account;
+
+ our stockholders potential to be held liable for claims
+by third parties against us;
+
+ the potential failure to enforce our sponsor s indemnification
+obligations;
+
+ our dependence on key personnel;
+
+ the possible delisting of our securities by Nasdaq;
+
+ our potential dependence on a single target business with
+a limited number of products or services;
+
+ our stockholders inability to vote or redeem their
+shares in connection with our extensions;
+
+ our competitors potentially with advantages over us in seeking
+business combinations;
+
+ ability to obtain additional financing;
+
+ our initial stockholders controlling a substantial interest
+in us;
+
+ the potential adverse effect of registration rights on the
+market price of our common stock;
+
+ 
+ 
+ 
+ the exclusive forum provisions in our amended and
+ restated certificate of incorporation; 
+
+ 
+
+ the potential impact of COVID-19 and related risks;
+and
+
+ potential changes in laws or regulations; tax consequences
+to business combinations.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001853928_anthemis_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001853928_anthemis_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..10935a9c2d95ac9b3d49ed96116f13d87d42d789
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001853928_anthemis_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, our, company or our company are to Anthemis Digital Acquisitions I Corp; amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Anthemis Group are to Anthemis Group S.A. and its relevant subsidiaries as the context may require; Companies Act are to the Companies Act (As Revised) of the Cayman Islands; equity-linked securities are to any securities of our company or any of our subsidiaries which are convertible into, or exchangeable or exercisable for, equity securities of our company or such subsidiary, including any private placement of equity or debt; founder shares are to our Class B ordinary shares initially purchased by, and issued to, our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion thereof at the time of our initial business combination as described herein; initial shareholders are to our sponsor and other holders who are the recipients of the founder shares (as transferred by the sponsor) prior to this offering (if any); management or our management team are to our officers and directors; ordinary resolution are to a resolution of the company adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter, and such resolution may be effected by unanimous written resolution of the shareholders; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares, collectively; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder only exists with respect to such public shares; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), but specifically excludes all of our Class A ordinary shares that are issued upon conversion of our Class B ordinary shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in this offering or thereafter in the open market); Table of Contents special resolution are to a resolution of the company adopted by the affirmative vote of at least a two-thirds (2/3) majority (or such higher threshold as specified in the company s amended and restated memorandum and articles of association) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; sponsor are to Anthemis Digital Acquisitions I Sponsor LP, a Cayman Islands exempted limited partnership (acting through its general partner, Anthemis Digital Acquisitions I Sponsor LLC, a Cayman Islands limited liability company), controlled and owned by members of our management and board of directors, an affiliate of Anthemis Group and certain other individuals; and warrants are to our public warrants and private placement warrants, as well as any warrants issued upon conversion of working capital loans upon or following the consummation of our initial business combination, collectively. Each unit consists of one Class A ordinary share and one-half of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares, or as otherwise permitted by our amended and restated memorandum and articles of association, as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise its option to purchase additional units. Our Company Anthemis Digital Acquisitions I Corp ( ADA ) is a newly formed blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, capital exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to focus our efforts in the area of digital financial services, or modern financial technology, on companies that reflect our core guiding principles of collaboration, virtuous cycle outcomes and diversity, equity and inclusivity. Our management team believes its position at the center of the North American and European fintech ecosystem, its reputation for building trusted relationships with founders and its ability to identify and implement value creation will remain central to its differentiated acquisition strategy. Named for the first computer programmer, Ada Lovelace, Anthemis Digital Acquisitions I Corp will honor this technology pioneer by going to market with an all-female management team and board of directors led by financial technology innovator, Amy Nauiokas, founder and CEO of leading fintech investor Anthemis Group and former financial services senior executive. Ms. Nauiokas made her reputation as a fintech investor by Table of Contents backing early standout successes including Zoopla, Climate Corporation, Happy Money, Betterment, Currencycloud and the leading European seed investor Seedcamp. Ms. Nauiokas is known for her tireless commitment to working for a more equitable and inclusive industry, hiring, investing in and mentoring diverse and underrepresented talent and supporting and sponsoring their growth. Anthemis Group Our sponsor is affiliated with Anthemis Group, an innovator and first-mover investment manager focused exclusively on reinventing financial services for the modern age, with over $1.1 billion in assets under management as of August 31, 2021. Founded in 2010 by financial services industry veterans Amy Nauiokas and Sean Park, the firm s deep understanding of markets and business models, passion for emerging technology and values inspire everything they do. With 51 employees based throughout North America and Europe, including the UK, Anthemis Group s platform was built on a belief that transformation of the financial sector would come from a diverse group of inside and outside industry players working together to create more efficient and resilient digital business models. By cultivating a unique and high-value ecosystem of startups, financial institutions, founders, engineers, regulators and thought-leaders and by establishing trust and recognition for deep, strategic portfolio company support, Anthemis Group is uniquely positioned to generate value for companies in this high-growth sector. A thesis-driven investor, Anthemis Group has been identifying category-defining industry trends for over a decade. Anthemis Group invests in technology companies across key subsectors of financial services, including retail banking and consumer finance, business and corporate banking, payments, wealth and asset management, insurance and risk management and capital markets and trading, as well as companies where finance is embedded into the infrastructure and in their core business model. This embedded finance thesis offers two ways to capture value: invest in the sector or invest in the vertical industry that relies on the financial services sector. The Anthemis Group co-founders and executive team have extensive investment and operating experience. Leading the investment efforts of the group is founder, group board chair and Chief Investment Officer, Sean Park, a former capital markets executive and recognized leading independent thinker on the future of financial services. Mr. Park is responsible for developing Anthemis investment thesis, setting policies and processes for the group-wide investment practice and managing the firm s 20-person investment professionals across multiple geographies. Ms. Nauiokas and Mr. Park have collectively invested in a diversified portfolio of 140+ best-in-class, high-growth, digitally native financial services companies based around the world. Category standouts include Betterment, eToro, Happy Money, Carta, Currency Cloud and Simple. Mr. Park is the Chair of Anthemis Group s Investment Committee and a senior member of the Strategy Committee. He has over twenty years of early stage investing experience and serves on the boards of Blueleaf, Happy Money, Kindur, Maxwell, Provable Labs, Tide, Tremor, Tr v, StratiFi and is a board observer at Betterment. Between 2015 and 2018, Mr. Park was listed among the industry s most powerful dealmakers in Institutional Investor s Fintech Finance 40, The Information s Seed Investors to Watch 2019 , Financial News 100: The Most Influential People in European Finance and Fintech , Wired s 100 Most Influential , and FinServ s 25 Most Influential Voices in Banking . Mr. Park has a bachelor s in materials science from Rice University in Houston, Texas. Anthemis Group Vice Chair, Harry Harrison, a thirty-year financial services veteran, has extensive experience in investment banking, markets and private equity. He has built, managed, invested in and sold businesses across a broad range of global investment, corporate, retail, wealth, card and insurance products and markets. He has a long and successful track record of reengineering and driving businesses through technological innovation. Most recently, as Head of the Non-Core division of Barclays Bank, Mr. Harrison was responsible for the divestiture of 100 billion in risk weighted assets and the sale of 19 businesses across the globe. Prior to that, Mr. Harrison was Co-Head of the Securities division of Barclays Investment Bank with direct oversight and responsibility for the Rates, FX, Commodities, Mortgages, Municipals, Prime Services and Global Portfolio Table of Contents businesses. He has represented Barclays as a member of the International Swaps and Derivatives Association (ISDA) board of directors and served as Barclays representative on the board of the Global Financial Markets Association (GFMA). Additionally, he was the Executive Sponsor for the Barclays Women s Initiative and the Parents and Family Network. At Anthemis, Mr. Harrison oversees later-stage investments, merger and acquisition and portfolio divestment strategy, and will be primarily focused on Anthemis Group s sponsorship of ADA. Mr. Harrison has a BSc (Hons) in Economics from Warwick University, and an MPhil in Finance from Jesus College, Cambridge. In addition to these two executives, the Anthemis Group executive team also includes Chief Financial Officer Mei Lim and Chief Operating Officer, Briana van Strijp, both of whom will join the ADA management team, alongside Ms. Nauiokas. Anthemis Group s day-one commitment to diversity, equity, inclusivity and positive outcomes has enabled it to assemble one of the most diverse and values-driven teams in the industry. Hailing from eighteen nations, the Anthemis Group team is 51% female, 38% BIPOC (Black, Indigenous and People of Color) and 11% LGBTQ+. Beyond the team, Anthemis Group has built an ecosystem of partners and founders that are emblematic of the financial system of the future with female founders representing 23% of its portfolio and BIPOC founders representing 28%. Our Management Team, Board of Directors and Strategic Advisor We believe our team s unique and complementary backgrounds can have a transformative impact on a target business. Our management team, the board of directors and strategic advisor have the distinctive capabilities to catalyze a positive and disruptive change in financial services. Our management team is composed of three highly experienced professionals with a proven track record in identifying high-growth fintech companies, capitalizing on emerging technological and secular trends, executing highly complex and fast-moving merger and acquisition transactions and supporting the successful growth and governance of companies in their later stages. The team is located in London and New York and is led by Amy Nauiokas, our Chief Executive Officer and Chair of our Board of Directors, Mei Lim, our Chief Financial Officer and member of our Board of Directors; and Briana van Strijp, our Chief Operating Officer. Our highly accomplished board of directors includes Pamela Thomas-Graham, former CEO of CNBC, Head of Private Banking & Wealth Management New Markets and member of the Executive Board at Credit Suisse; Baroness Helena Morrissey, former CEO of Newton Asset Management and Founder of the 30% Club; and Janice Savin Williams, Co-Founder and Senior Principal of The Williams Capital Group. Additionally, our strategic advisor will be Bruce Aust, the former Vice Chairman of Nasdaq. Our Executive Officers Amy Nauiokas is the Chair and Chief Executive Officer of Anthemis Digital Acquisitions and a member of our board of directors, as well as the Founder and Chief Executive Officer of Anthemis Group. Ms. Nauiokas is a visionary executive, investor and a recognized leader in innovation, strategy, and management across a variety of markets and industries. As an investor, Ms. Nauiokas has built a strong investment portfolio of best-in-class, high-growth companies. Current investments include Betterment, Tr v, Happy Money and Currencycloud. Her exits include Flo Technologies, Zoopla, Fidor Bank (acquired by BPCE in 2016), Simple (acquired by BBVA in 2014) and The Climate Corporation (acquired by Monsanto in 2013). Ms. Nauiokas is currently a board member of Tr v, Matic, Arthena, Koffie Labs, EasyHealth and Inked Brands. Ms. Nauiokas was previously CEO and Managing Director of Barclays Stockbrokers, where she successfully transformed the business from a share-dealing service into a multi-product, global financial services portal. Ms. Nauiokas joined Barclays Group in 2004 as Head of E-commerce at the investment bank, where she was credited for driving significant expansion Table of Contents and adoption of the firm s electronic products and markets to institutional clients globally. Before joining Barclays, Ms. Nauiokas was Senior Managing Director and Partner at Cantor Fitzgerald from 2000 to 2004. At Cantor, Ms. Nauiokas was part of the management team responsible for driving Cantor s brokerage business online through the successful launch of online business eSpeed, Inc., which was later sold to Nasdaq for $750 million. Ms. Nauiokas also played a critical role in the company s rebuilding efforts after September 11, serving as Head of Investor Relations, Global Marketing and Human Resources for the firm. In 2020, Ms. Nauiokas was recognized among the 100 Powerful Women in leadership by Entrepreneur Magazine. Between 2015 and 2018, Ms. Nauiokas was listed among the industry s most powerful dealmakers in Institutional Investor s Fintech Finance 40. Other awards include Variety s Dealmakers Elite New York in 2018, Variety s Women of Impact in 2016 and The Memo s 16 Pioneering Women Shaking Up Digital Finance. Ms. Nauiokas serves as a board member at Power Finance Inc. and is a member of the Dickinson College Board of Trustees. She has previously served on the Global Leadership Board of Time s Up, as the International Board Chair of Make-A-Wish and was a member of the Fast Company Impact Council. Ms. Nauiokas holds a Masters of International Affairs in International Business from Columbia University, where she has also served as an Adjunct Professor in the business school and received her Bachelor of Arts in International Studies from Dickinson College. Mei Lim is the Chief Financial Officer of Anthemis Digital Acquisitions and a member of our board of directors, and is currently the Chief Financial Officer and Head of Corporate Development at Anthemis Group. Leveraging over twenty years of experience within the financial services industry, Ms. Lim brings valuable relationships and insights across M&A, corporate development and finance. Prior to joining Anthemis Group, Ms. Lim was a Managing Director at Barclays, in various areas namely Corporate Development, Strategy, Principal Investments and Finance. During her tenure at Barclays, Ms. Lim led and structured numerous complex mergers, acquisitions, investments and divestitures for Barclays, in many cases, positioning a company for growth and subsequent successful exit. Notable examples are Bloomberg s acquisition of Barclays Risk Analytics and Index Solutions, including Barclays fixed income benchmark indices. Most recently, Ms. Lim served as Managing Director in Finance in Business Banking at Barclays, which included developing strategic partnerships and sponsoring equity investments in specialist fintechs to offer products and services to over one million of their small-medium size (SME) customers in the UK. Additionally, Ms. Lim has worked in M&A and transaction advisory amongst other roles at Macquarie Group, Fox-Pitt, Kelton, Ernst and Young and Goldman Sachs. Ms. Lim also holds a Chartered Accountancy with the Institute of Chartered Accountants (Scotland) and a Bachelor of Laws - LLB with Bristol University. Briana van Strijp is the Chief Operating Officer of Anthemis Digital Acquisitions, and is currently Partner, Chief Operating Officer and Chief People Officer at Anthemis Group. Leveraging over twenty years of industry expertise in strategy, organizational design and cultural change across public and private companies, Ms. van Strijp has been instrumental in transforming Anthemis Group s portfolio success platform. Ms. van Strijp manages a robust ecosystem of relationships, working as a trusted partner to founders and advisor to C-suite executives within the platform, to amplify their growth trajectory and impact. Previously, Ms. van Strijp worked at Suncorp from 2009 to 2016, where she led People Strategy and transformational change, and served as a member of the business strategic innovation practice which was involved in Suncorp s insurtech equity investment in Tr v and subsequent partnership to bring Tr v s then episodic insurance product to the Australian personal insurance market. Prior to that, Ms. van Strijp worked at Promina from 2006 to 2009, where she led the post-Suncorp M&A integration employing entity harmonization and cultural alignment. Additionally, Ms. van Strijp has over fifteen years of financial services experience, is a member of the Fintech for All Steering Committee and was recognized under RealDeals Future 40 Diversity & Inclusion Leaders in 2020, Innovate Finance s Women in FinTech Powerlist 2018 and has operated as a CultureTech advisor since 2016. Ms. van Strijp holds a Bachelor s in Commerce from Deakin University. Table of Contents Board of Directors Pamela Thomas-Graham, one of our independent directors, is the Founder and Chief Executive Officer of Dandelion Chandelier LLC, a private digital media enterprise focused on global luxury. Prior to establishing Dandelion Chandelier in August 2016, Ms. Thomas-Graham served as Chair, New Markets, of Credit Suisse Group AG from October 2015 to June 2016 and as Chief Marketing and Talent Officer, Head of Private Banking & Wealth Management New Markets and Executive Board Member of Credit Suisse from January 2010 to October 2015. From 2008 to 2009, she served as a managing director in the private equity group at Angelo, Gordon & Co. From 2005 to 2007, Ms. Thomas-Graham held the position of Group President at Liz Claiborne, Inc. She served as Chairman, President and Chief Executive Officer of CNBC from 2001 to 2005. Previously, Ms. Thomas-Graham served as an Executive Vice President of NBCUniversal and as President and Chief Executive Officer of CNBC.com. Ms. Thomas-Graham began her career at a global consulting firm, McKinsey & Company in 1989 and became the firm s first African-American female partner in 1995. She has served on the board of directors of The Clorox Company since September 2005 and has served as its Lead Independent Director since August 2016. Ms. Thomas-Graham has also served on the board of directors of The Bank of N.T. Butterfield & Son Limited since December 2017, Peloton Interactive, Inc. since March 2018, Norwegian Cruise Lines Holdings since April 2018, Compass since February 2020 and Bumble (recently had its IPO) since July 2020. Ms. Thomas-Graham holds a Bachelor of Arts in Economics, Master of Business Administration and Doctor of Law degrees from Harvard University. Baroness Helena Morrissey, DBE, one of our independent director nominees, recently retired from Legal & General, where she led the firm s new digitally enabled affluent investment business. For fifteen years from 2001 to 2016, Ms. Morrissey served as Chief Executive of Newton, the 50 billion UK-headquartered investment management affiliate of BNY Mellon Investment Management. She has built a reputation as an investor, leader of people, initiator of significant initiatives designed to improve corporate governance in the UK and a champion of a truly inclusive modern society. Most notable of these was launching the 30% Club, a member organization that has campaigned successfully to increase the representation of women on corporate boards. The approach of the Club has since been adopted internationally in locations such as Europe, Africa and Asia. Ms. Morrissey has been named one of Fortune Magazine s World s 50 Greatest Leaders. She has twice been voted one of the 50 Most Influential People in Finance globally by Bloomberg Markets. Ms. Morrissey is a regular media commentator on topics as wide-ranging as climate change, executive pay and Brexit. Her well-received guest edit of the Today program in December 2016 developed the theme of power to the people and featured contributions from Michael Gove, John Macfarlane and Michael Lewis. Ms. Morrissey has served on the board of directors of the Financial Services Trade and Investment Board since July 2015, Daniel J. Edelman since 2019 and St James s Place since January 2020. Ms. Morrissey is a Fellow of London Business School and was awarded an Honorary Doctorate by Cambridge University in 2016. She was appointed CBE in the 2012 and subsequently promoted to Dame in 2017 in honor of her services to diversity in Financial Services and then Baroness in 2020, when she made her maiden speech in the House of Lords. Ms. Morrissey holds a Masters in Philosophy from the University of Cambridge. Janice Savin Williams, one of our independent directors, is an equity holder and a Managing Director at Siebert Williams Shank & Co., LLC, America s largest women and minority-owned investment bank. Previously, Mrs. Savin Williams was Co-Founder and Senior Principal of the Williams Capital Group, L.P., a full-service investment bank. Since 2000, Thomson Reuters consistently ranked Williams Capital among the most active underwriters of publicly traded equity and investment grade corporate debt offerings. Prior to its merger in November 2019 with and into Siebert Williams Shank & Co., LLC, Mrs. Savin Williams spent twenty-five years at Williams Capital Group, L.P as a successful taxable fixed income salesperson and evaluating strategic new business initiatives. Mrs. Savin Williams began her thirty-year career on Wall Street with Shearson Lehman Brothers. She then became Vice President of taxable fixed income sales at Drexel Burnham Lambert, Inc. before joining the Industrial Bank of Japan. She is the current Trustee of Tufts University and has been a Table of Contents board member of several community and professional associations and not-for-profit organizations, including The Fresh Air Fund, ISI, Inc., Roundabout Theatre Company and Lenox Hill Neighborhood House. In 2010, she was appointed Vice Chair of the National Advisory Council on Minority Business Enterprises. Additionally, Mrs. Savin Williams was the driving force behind the board of directors formation for the Harlem School of the Arts (HSA), serving as Vice-Chair and Secretary from 2010 to 2020. Through her dedicated fundraising and lobbying efforts, Mrs. Savin Williams successfully championed to prevent the permanent closure of HSA s doors in 2010. Extremely active in the New York City civic and not-for-profit landscape, Mrs. Savin Williams received the 2010 CUP Leadership Award, The African American Heritage Award from the City of New York, the Partnership with Children s 2004 Ann Vanderbilt Award and the 2004 Business Leadership Award of the New York State Supreme Court. Additionally, she received the 2013 Leadership Award from the Harlem School of the Arts. Mrs. Savin Williams earned her Bachelor of Arts in Economics at Tufts University. Strategic Advisor Bruce Aust, our strategic advisor, is the retired Vice Chairman of Nasdaq where he worked closely with Nasdaq s Global Listings Services business to assist clients and prospective clients worldwide from 2015 to 2019. Mr. Aust also served as President of the Nasdaq Entrepreneurial Center, located in San Francisco and played an integral role in its creation and launch. The Entrepreneurial Center is a nonprofit organization funded by the Nasdaq Educational Foundation, designed to engage emerging entrepreneurs through events, hands-on mentorship and education. Previously, as Executive Vice President, Mr. Aust led Nasdaq s new listings and capital markets business, as well as global business development and C-suite relationship management, overseeing 3,900 companies on Nasdaq s sixteen listing markets worldwide. During his tenure of over twenty years, Nasdaq won some of the largest IPO s in Nasdaq history including Google, Facebook, Tesla, PayPal and Baidu. Mr. Aust has assisted over 300 companies with public listings while developing relationships with leading Nasdaq listed company CEO s. Prior to Nasdaq, Mr. Aust spent twelve years at Fidelity Investments in numerous roles within their retail brokerage unit from 1986 to 1998. Mr. Aust is currently a strategic advisor and board member to several private companies as well as an advisor to 150 Bond, an advisory firm to C-level executives. Mr. Aust holds a Bachelor of Science in Business Administration from the University of Southern Mississippi. Our Mission The world is changing. The industrial societies of the 20th century are rapidly giving way to the reshaped technologically, economically, culturally and demographically information societies of the 21st. This has created a unique opportunity to reboot, reinvent and reimagine our financial system. To rethink obsolete business models, products and services that have too often devolved into zero-sum paradigms that have lost sight of the fundamental purpose of finance. That have forgotten their essential, but essentially subordinate, role to play in our society. Finance is a systemically-critical societal infrastructure: its health and well-functioning are incredibly important to the health and well-functioning of human civilization. And in order that our financial systems may enable and empower us, they must not only be fit for purpose but also adaptive to the needs and values of the society it serves. Anthemis Group was purpose-built to catalyze and participate in the re-invention of finance. For over ten years, they have invested human, intellectual and financial capital in the entrepreneurs and businesses affecting the transformation of finance. They have sought to amplify, augment and accelerate efforts to build a more diverse, resilient and non-zero sum financial industry. And in so doing, have found themselves positioned at the heart of a vibrant and fast-growing ecosystem of people and companies inventing the future of finance. Anthemis Group s position as a pioneer and a leader in this ecosystem affords Anthemis Digital Acquisitions a unique vantage point from which to identify and gain access to the most impactful and successful founders and Table of Contents companies shaping the emerging financial infrastructures, business models, products and services of tomorrow. The extensive financial services expertise within our team, our broad and diverse network of founders, executives, academics and regulators provide us with an incredibly robust platform from which to complement and create value for these businesses. And having literally grown up alongside these companies, knowing first-hand what it takes to go from idea on a whiteboard to a high-growth regulated business, we have tremendous empathy for and credibility with the founders and executives that have built these companies. As such, ADA is ideally positioned to identify and acquire a leading, high growth, technology-enabled financial services business and to subsequently partner with them to amplify, augment and accelerate their continued success. Our Competitive Advantages Our competitive strengths include the following: Access to Attractive Target Companies. Our target selection process will leverage our management teams , the board of directors and sponsors vast network of best-in-class, high-growth, digitally native fintech companies. Anthemis Group alone has over 140 existing portfolio companies and its 23 full-time investment professionals are diverse and distributed. The team has amassed several years of combined experience in fintech, financial services and embedded finance, resulting in deep channels of proprietary deal flow across North America and Europe, including the UK. In 2020, the Anthemis Group investment team considered more than 3,250 companies as a part of the live pipeline and extensively diligenced a significant number of these. Anthemis Group s thesis-driven approach is a key differentiator and acts as a beacon to attract in-scope companies aligned with our guiding principles. Additionally, as a first-mover in the fintech sector, Anthemis Group s network and connectivity to founders beyond its own portfolio are broad and robust. Strong Sector Brand and Reputation for Diversity and ESG. A recognized leader in the fintech and insurtech category globally by the press, Anthemis Group has a strong sector brand and reputation, having been ranked among the best investors backing fintech startups on Fintech50 s 2020 List and among the top forty fintech investors in the world according to Institutional Investor from 2015-2019. Additionally, Anthemis Group was rated as the most active investor in the insurtech space in 2020 with 20 investments and most active investor in fintech in Q4 2020 according to FT Partners and Seed Investor to Watch in 2019 by The Information. Beyond investor credibility, the ADA management team and Anthemis Group have built a powerful reputation for their commitment to diversity and ESG, with awards given by the Best Place to Work organization including UK s Best Workplace for Women and Great Place to Work-Certified in 2020. Robust Geographic Coverage and Experience Across North America and Europe. We have global coverage from investment team members across North America, Portugal, France, UK, Switzerland and more with offices located in London, New York and Geneva, supporting a global deal flow pipeline. We have a profound ability to understand the digital financial services sector and market trends from a truly macro and global perspective. Additionally, our international network and cross-border experience will allow us to access a wide range of markets and will enable us to support our target companies with their future growth opportunities across geographies. Reputation for Building Trusted Relationships with Founders. Our record of creating value through providing significant operational and strategic support to our portfolio companies resonates with founders. Highlights from Anthemis Group s Founder survey completed by CEOs and founders in our portfolio highlighted that 95% requested support from Anthemis Group in 2019 and 93% in 2020 and Table of Contents found the support to be valuable. Additionally, 98% of portfolio companies would recommend us to a fellow founder or entrepreneur because of the platform and ongoing support to grow a founder s company alongside them. The Anthemis Group brand received a Net Promoter Score ( NPS ) score of 70.5, considered exceptional within the industry. Moreover, we have had ongoing regular meetings with founders and entrepreneurs where we have no board seats, limited financial exposure and in some cases no investment. We have had success winning competitive deals not primarily based on price, but instead on the strategic advice and operational support that we are well-positioned to provide. Broad Platform to Support Future Growth of Target Company. Through the Anthemis Group platform, we provide significant operational and strategic support to our portfolio companies. We offer support services for fundraising, marketing, public relations, talent management, recruiting, product design, sales and business development, organization and culture design, operations, exit planning and more. Additionally, Anthemis Group s extensive network within the financial services and fintech community and overall ecosystem provides significant commercial and business development opportunities and continues to be valuable for portfolio companies as the world rapidly evolves. Within the platform team, the operators work tirelessly to consistently deliver ongoing service to ensure we are identifying opportunities to grow our portfolio companies. Extensive Connectivity to an Ecosystem of Financial Services and Modern Fintech Participants. Our management team, the board of directors and strategic advisor have significant domain expertise and connectivity across key subsectors of financial services, including retail banking and consumer finance, business and corporate banking, payments, wealth and asset management, insurance and risk management and capital markets and trading, as well as companies where finance is embedded into the infrastructure and in their core business model. Our deep understanding of market structure and regulatory frameworks within financial services and modern financial technology have been key to our proven ability to implement value creation strategies. Our deep relationships throughout the industry make us uniquely positioned to help guide target companies with global strategic and commercial opportunities within the industry. We believe that this experience provides us with consistent connectivity and deep access to the broadest community of financial services and insurance industry executives and teams. With more than thirty years of experience in the modern fintech sector, we have actively cultivated connectivity and relationships with incumbents, entrepreneurs, academics, regulators, tech companies and mature fintechs that can support our target companies growth plans. Solid Guiding Principles and Mission-Driven Approach. Founded on three guiding principles: authentic collaboration, virtuous cycle outcomes and diversity, equity and inclusivity, impact is at the core of what we do. We believe these values position us to unlock lasting economic value in our target companies. Our investment thesis includes working towards a more resilient, sustainable and inclusive financial system. We have been an industry leader in committing to equality in the financial services ecosystem, sponsoring the Female Innovators Lab by Barclays and Anthemis Group, an investment fund and venture studio dedicated to cultivating entrepreneurial talent among female fintech founders; a venture-studio with a sustainability focus; and our Office Hours events, which provide forums for founders who are women, people of color and members of the LGBTQ+ community to convene with investors to exchange ideas and build relationships. We have a diverse team of investors and thought leaders with a track record of investing in diverse founders and entrepreneurs. Within Anthemis Group, 54% of our team are women, 51% identify as BIPOC and 80% of the executive leadership team across the firm are female. Moreover, 23% of Anthemis Group portfolio founders are women, compared to an average of 2.2% among VC funds and 28% of portfolio founders are BIPOC. Deal Execution and Public Company Experience. We believe our combined expertise and reputation will allow us to complete a transaction that will result in strong financial returns and positive societal impact solving real world problems. We have extensive experience in deal execution and structuring, having invested in multiple transactions across more than 100 fintech companies. Additionally, our Table of Contents later-stage private equity team and our Chief Financial Officer negotiated and closed more than 20 complex M&A transactions for Barclays Non-Core within a three year period across North America, Europe, the Middle East, Africa and Asia-Pacific. These deals spanned across retail banking, consumer finance, business and corporate banking, payments and cards, wealth and asset management, private equity, insurance, capital markets and trading and data businesses. These included the sale of the Barclays Risk Analytics and Index Solutions Business to Bloomberg for $813 million in 2016. Our board of directors and strategic advisor have decades of public company experience that position us well to evaluate an initial business combination that will be well received by the public markets. Our Investment and Value Creation Strategy We are differentiated by what we believe is a competitive advantage in sourcing potential targets, our reputation for building trusted relationships with founders and our comprehensive portfolio success strategy. We intend to leverage these strengths to identify a company and engage and collaborate with management to execute a transaction that will significantly augment the value of the company following the completion of the initial business combination. We plan to target businesses in digital financial services, or modern fintech, that are within Anthemis Group s core investment thesis and aligned to Anthemis Group s guiding principles: authentic collaboration, virtuous cycle outcomes and a commitment to diversity, equity and inclusion. We will target high-growth, technology-driven companies that are driving change in the financial system or embedding finance into other industries. Sectors of potential interest within financial services will include but are not limited to: retail banking, consumer finance, business and corporate banking, payments, wealth and asset management, insurance and risk management, capital markets and trading and infrastructure and data businesses. Industries of potential interest for embedded finance targets include, but are not limited to: healthcare and wellness, media and communications, mobility, energy, logistics, education and technology. Our management team will leverage the 20 dedicated investment professionals at Anthemis Group. These professionals have a proven track record in identifying companies with innovative, forward-looking and scalable business models. We will also have a 15 strong team which can be called upon to manage relationships and opportunities between portfolio companies and well-established incumbents. In addition, our team will have the full-time support and focus of a senior private equity executive and a team of analysts and associates to support a large pipeline and deal efficiency. Lastly, our team has deep transaction experience, having executed and integrated numerous transactions as operators, investors and advisors. We believe our deep industry experience, large network, track record of operational successes and values-driven approach will differentiate us relative to other blank check companies and other sources of equity capital. We expect that this value proposition will make us a preferred partner for founders and management teams. Our Acquisition and Investment Criteria Consistent with our investment philosophy, we will seek to identify businesses that leverage technology to significantly impact the financial services industry and the financial system at large. We have identified the following general framework which we believe is important in appraising a potential target business. We will use these guidelines to evaluate acquisition opportunities, but we may decide to enter into our initial business combination with target companies that do not meet some or all of these criteria. We intend to acquire one or more companies that we believe: Has Defensible Position in a Large Addressable Market. We will focus on companies that demonstrate competitive advantages with high barriers to entry in an attractive end-market. Table of Contents Has Diverse, Experienced Leadership Team With Visionary Goals. We will seek companies that are led by an exceptional, passionate management team aligned with our commitment to transform the financial sector. Exhibits Strong Growth Profile With Significant Upside Opportunity. We will focus on companies that have the potential for strong and continued growth both organically through a market-leading technology offering and via future acquisition opportunities. Offers Attractive Value Creation Potential for Shareholders. We will aim to identify companies at an attractive valuation relative to their long-term intrinsic value expected to generate desirable returns on capital. Will Benefit From Our Expertise and Network. We intend to focus on companies that can leverage our management team s deep domain expertise and connectivity to the sector at large to maximize shareholder value as part of our initial business combination and operating public company afterwards. Aligns With Our Guiding Principles and ESG Ethos. We will seek a team and business that is highly collaborative, focused on virtuous industry outcomes and committed to diversity, equity and inclusivity. Is Public Market Ready. We will seek companies that are positioned to benefit from access to public equity markets to pursue accretive acquisitions and other growth strategies. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a comprehensive due diligence review that will consist of a detailed examination of documents, analysis of financial information, meetings with the incumbent management team and employees, as well as a review of operational, legal and other information made available to us. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to such business combination. In March 2021, our sponsor purchased an aggregate of 7,187,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. Our officers and directors have a significant economic interest in our sponsor. As a result, the low acquisition cost of the founder shares creates an economic incentive whereby our officers and directors could potentially make a substantial profit even if we acquire a target business that subsequently declines in value and is unprofitable for public investors. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions with any business combination target. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, or directors. In the event, we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions that our initial business combination is fair to us from a financial point of view. Each of our officers and directors presently has and any of them in the future may have additional fiduciary, contractual or other obligations to other entities pursuant to which such officer or director is or will, subject to Table of Contents their fiduciary duties under Cayman Islands law, be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has fiduciary, contractual, or other obligations, he or she will honor his or her obligations and duties to present such opportunity to such other entity. We do not believe, however, that the fiduciary, contractual or other obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, members of our sponsor, as well as Anthemis Group and its portfolio companies, may sponsor other blank check companies similar to our company during the period in which we are seeking an initial business combination and members of our management team may participate in such blank check companies. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among the management teams. Our amended and restated memorandum and articles of association will provide that we renounce our interest or expectancy in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in their capacity as an officer or director of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Corporate Information Our executive offices are located at 122 Hudson Street, 3rd Floor, New York, New York 10013, and our telephone number is (646) 757-1310. Upon completion of this offering, we will maintain a corporate website. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to invest in our securities. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. Table of Contents In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates equals or exceeds $700 million as of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter or (ii) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. Table of Contents The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001855248_techstacke_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001855248_techstacke_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f707b5a142efe005dcfbcd0837ca7b2a083f8441
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001855248_techstacke_prospectus_summary.txt
@@ -0,0 +1 @@
+information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: "common stock" are to our shares of common stock, par value $0.0001 per share; "founder shares" are to shares of our common stock initially purchased by our sponsor in a private placement prior to this offering; "initial stockholders" are to our sponsor, the representative, and any other holders of our founder shares prior to this offering (or their permitted transferees); "management" or our "management team" are to our officers and directors; "placement warrants" are to the warrants being purchased by our sponsor in the private placement; "private placement" are to the private placement of 3,279,000 placement warrants (up to 3,504,000 placement warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant, for an aggregate purchase price of $ 3,279,000 (up to $ 3,504,000 if the over-allotment option is exercised in full), which will occur simultaneously with the completion of this offering; "public shares" are to shares of our common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public stockholders" are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a "public stockholder" shall only exist with respect to such public shares; "public warrants" are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in this offering or thereafter in the open market); "representative" are to A.G.P./Alliance Global Partners, which is the representative of the underwriters in this offering; "sponsor" are to ShiftPixy Investments, Inc., a Wyoming Corporation and a wholly owned subsidiary of ShiftPixy, Inc., a Wyoming corporation that is publicly traded on the Nasdaq Stock Market, LLC under the trading symbol "PIXY"; "underwriters" are to the underwriters of this offering, for which A.G.P. is acting as representative; "warrants" are to our redeemable warrants, which includes the public warrants as well as the placement warrants and any warrants issued upon conversion of working capital loans to the extent they are no longer held by the initial holders or their permitted transferees; and 162 TECHSTACKERY, INC. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets as of June 30, 2021 (unaudited) and March 16, 2021 F-3 Statements of Operations for the period from February 16, 2021 (inception) through June 30, 2021 (unaudited) and for the period from February 16, 2021 (inception) through March 16, 2021 F-4 Statements of Changes in Stockholders Equity for the period from February 16, 2021 (inception) through June 30, 2021 (unaudited) and for the period from February 16, 2021 (inception) through March 16, 2021 F-5 Statements of Cash Flows for the period from Feburary 16, 2021 (inception) through June 30, 2021 (unaudited) and for the period from February 16, 2021 (inception) through March 16, 2021 F-6 Notes to Financial Statements F-7 1 "we," "us," "company" or "our company" are to TechStackery, Inc. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. 2 Our Company We are a newly organized blank check company incorporated in February 2021, as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We seek to capitalize on the significant experience and contacts of our management team, led by Scott W. Absher, in consummating an initial business combination. Although we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to focus on private companies distressed by the economic downturn caused by the COVID-19 pandemic that provide staffing solutions in North America to clients in the technology sector, who we believe will benefit from improved business economics provided by increased scale and integration with the human capital technology platform built by our sponsor s corporate parent and its operating subsidiaries. Our sponsor s corporate parent, ShiftPixy, Inc. ("ShiftPixy"), is publicly traded on the Nasdaq Stock Market, LLC under the trading symbol "PIXY." ShiftPixy s market focus is to use a traditional staffing services business model, coupled with developed technology, to address underserved markets containing predominately lower wage employees with high turnover, including the technology, services, and food and hospitality markets. ShiftPixy has also begun to expand its services into other industries that utilize higher paid employees on a temporary or part-time basis, including the medical/nurse staffing industry. ShiftPixy provides human resources, employment compliance, insurance-related, payroll, and operational employment services solutions for its business clients ("clients" or "operators") and shift work or "gig" opportunities for worksite employees ("WSEs" or "shifters"). As consideration for providing these services, ShiftPixy receives administrative or processing fees as a percentage of a client s gross payroll, processes and files payroll taxes and payroll tax returns, provides workers compensation insurance related services, and provides employee benefits. We expect that a mutually beneficial contractual relationship with ShiftPixy will provide us with a variety of human capital services, and related resources, as described below. Nevertheless and notwithstanding our sponsor s affiliation with ShiftPixy, we are a separate entity from ShiftPixy, governed by an independent board of directors with no overlaps, (aside from our CEO, Scott Absher who is a director of each entity). In addition, any contracts entered into between us and ShiftPixy will be negotiated on an arms length basis and be subject to Board approval. Furthermore, shareholders of our Company should not expect, nor will they be entitled to, any investment returns achieved by ShiftPixy on behalf of its own stockholders. Our Management Team Our management team is led by Scott W. Absher, our Chair of the board of directors and Chief Executive Officer, Domonic J. Carney, our Chief Financial Officer and Treasurer, and Robert S. Gans, our General Counsel and Secretary. Mr. Absher has been serving as Chief Executive Officer and Chair of the board of directors of ShiftPixy since its formation in June 2015. Since February 2010, he has also been President of Struxurety, a business insurance advisory company. As Chair of the ShiftPixy Board and CEO, Mr. Absher contributes significant industry-specific experience and expertise to ShiftPixy s insurance related products and services and has a deep understanding of all aspects of its business, products and markets, as well as substantial experience developing corporate strategy, assessing emerging industry trends, and managing business operations. Mr. Absher has an extensive mergers and acquisition background, which includes over $500 million in business combinations and similar transactions. He is a graduate of The Moody Bible Institute of Chicago. Mr. Carney has been serving as Chief Financial Officer of ShiftPixy since August 4, 2019. Mr. Carney began his career at Deloitte & Touche where he audited high tech startups in Palo Alto, CA. Mr. Carney brings substantial experience in small, high-growth companies as well as over fifteen years of C-Level experience in micro-cap public companies. Between 1994 and 2001, Mr. Carney worked for various high-tech startups in Silicon Valley, CA, including software development, internet, and internet service providers in increasing levels of responsibility. From 2001 until 2004, Mr. Carney was the Finance Director in San Diego, CA providing finance support for the Western half of the US Operations of Danka Office Imaging. From 2005 to 2012, Mr. Carney served as the Chief Financial Officer for Composite Technology Corporation, an energy equipment and technology company that grew from pre-revenue to over $75 million a year between 2005 and 2008. Between 2012 and 2014, Mr. Carney provided C-Level finance and accounting consulting services to manufacturing, health care, energy, and technology companies in San Diego and Irvine, CA. From 2014 until 2019, Mr. Carney served as the Chief Financial Officer for Ener-Core, Inc., an energy technology company located in Irvine, CA. He has an extensive mergers and acquisition background, which includes over $250 million in business combinations and similar transactions. Mr. Carney holds a Master in Accounting degree from Northeastern University, a Bachelor of Arts in Economics from Dartmouth College, and is licensed as a Certified Public Accountant (inactive status) in the State of California. 3 Mr. Gans has been serving as General Counsel of ShiftPixy since June 15, 2020, having spent the past 30 years as a litigator specializing in securities fraud, accountants liability and corporate governance. Prior to joining ShiftPixy, from 2009 to 2020, Mr. Gans maintained his own law office, where his activities included advising corporate boards with respect to their fiduciary duties and disclosure obligations. Previously, Mr. Gans was a partner at the law firm of Bernstein Litowitz Berger & Grossmann LLP and began his career at the law firm of Schulte, Roth & Zabel. Mr. Gans holds a Juris Doctor degree from New York University School of Law, a Bachelor of Arts in Government from Dartmouth College, and is admitted to the Bars of New York and California. We have also assembled a group of independent directors who will provide public company governance, executive leadership, operational oversight, private equity investment management and capital markets experience. Included in this group is John A. Quelch, who is Dean of the Miami Herbert Business School at the University of Miami, and the Charles Edward Wilson Professor of Business Administration Emeritus at Harvard Business School. Mr. Quelch is a widely recognized leader and expert in the field of corporate governance, having served as a director of multiple Fortune 500 companies. Our board members have extensive experience, having served as directors or officers for numerous publicly listed and privately-owned companies. Our directors have experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates as well as following the completion of our initial business combination. We believe our management team is well positioned to take advantage of the growing set of acquisition opportunities focused on the staffing services industry and that our contacts and relationships, ranging from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive transaction for our stockholders. The past performance of the members of our management team or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record of the performance of our management team or any of its affiliates performance as indicative of our future performance. Business Strategy Our business strategy is to target, identify and complete our initial business combination with one or more companies that provide staffing services across a broad range within the technology sector, including companies that provide information technology services, software development, hardware and technology equipment design and installation, database management and design and software integration. We believe that small to medium sized temporary technology staffing services companies present an attractive set of opportunities to pursue a rollup business combination so as to create a national footprint for a "gig" worker platform for younger, less established and more mobile technology workers. TechStackery, Inc. was created as a vehicle to conduct a "roll-up" acquisition in the technology staffing industry and in particular for the types of technology workers that desire additional part time or "gig" work either as their primary source of income or as a supplemental form of income. Large temporary staffing clients deploy temporary staffing as part of their human capital strategy to remain agile, especially in uncertain economic climates. We also see societal trends where younger "Millennial" and "Gen-Z" workers are migrating away from a traditional employee-employer work relationship and are more desirous of a flexible work environment. We believe it is time for the technology staffing industry to become more accommodating to the workers and more agile as well. Our intention is that TechStackery, Inc. will be able to leverage the ShiftPixy mobile human capital management technology to consolidate disparate and antiquated legacy operating platforms and assure rapid continuity and elevated employee engagement on a new, state of the art, on-demand labor platform designed to provide an on-demand and qualified technology workforce. 4 We also believe that the technology temporary staffing sector presents a highly favorable buying opportunity, with many acquisition targets that could benefit from a more marketplace focused sales, marketing, and fulfillment approach, and are valued at levels below those typically commanded by publicly traded companies. We believe that, through TechStackery, Inc., we have an immediate, unique opportunity to consolidate a national footprint of technology staffing companies ahead of a market rebound post COVID-19, and to enhance the value of these acquisitions through a mutually beneficial relationship with ShiftPixy. While we are an entirely separate company from ShiftPixy with a fully independent Board, (and no overlapping directors aside from our CEO, Scott Absher), we believe that we will benefit in the future from entering into a contractual relationship with ShiftPixy whereby we gain access to ShiftPixy s technology platform and human capital management resources and expertise, which we anticipate will provide significant service level enhancements to our future clients at favorable pricing and favorable operating costs for the Company. As set forth above, any contracts between the Company and ShiftPixy will be negotiated on an arms -length basis, and will be subject to Board approval. After the initial business combination, we hope to create synergies and improve financial results through the elimination of redundant overhead costs, coupled with cost savings expected by using a more automated on-demand labor platform and cost savings from reduced workers compensation premiums resulting from a larger employee platform and more widely spread risk exposure (depending upon applicable state laws). Our acquisition strategy will leverage our team s network of potential transaction sources where we believe a combination of our relationships, knowledge, and experience in our intended target sector could effect an appropriate initial business combination and result in a positive transformation or augmentation of the acquisition target companies. Our management team, led by Mr. Absher, has experience: Operating companies, establishing and revising strategies, and identifying, mentoring, and recruiting talent in our intended target industries; Developing and growing companies, both organically and inorganically; Sourcing, structuring, acquiring, and selling businesses and achieving synergies to create stockholder value; Fostering relationships with sellers, capital providers and target management teams; and Accessing the capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership. We believe there are a large number of companies providing technology services that can benefit from the above expertise, with opportunities for significant value creation upon completion of a business combination and a public listing for the combined target companies. We also believe that businesses providing technology staffing services will eventually benefit from attractive economic and industry trends, post COVID-19. We anticipate that market forces will be mixed in the near term from the combination of continued COVID-19 related factors that are depressing the market and the anticipated increase in demand that is likely to follow the lifting of pandemic restrictions. Following the completion of this offering, we intend to begin the process of communicating with our management team s network of relationships to articulate the parameters for our search for potential candidates to combine into a target initial business combination. Competitive Strengths We intend to capitalize on the following competitive advantages in our pursuit of a target company or companies: Leadership of an Experienced Management Team. We believe our management team will provide us with a significant pipeline of opportunities from which to evaluate potential business combinations. Our management team provides a combination of a proprietary sourcing network and deep industry, mergers and acquisition, and capital markets expertise. 5 Our management team is led by Scott W. Absher, the co-founder and CEO of our sponsor s corporate parent, ShiftPixy, a Nasdaq-listed company that combines a traditional staffing services business model with developed technology to address underserved markets containing predominately lower wage employees with high turnover, including the technology, services, and food and hospitality markets, as well as other industries that utilize higher paid employees on a temporary or part-time basis, including the medical/nurse staffing industry. Mr. Absher has managed numerous merger and acquisition transactions over a career that has spanned decades, and his deep knowledge of the staffing industry and its many drivers was foundational to the design of ShiftPixy s digital architecture. Mr. Absher is also a veteran executive officer of small to midcap publicly traded companies with substantial experience raising significant amounts of capital through private equity, PIPE investments, and underwritten public offerings. Mr. Absher has also managed or provided senior level sales, marketing and consulting services to technology, insurance and investment companies, giving him a unique background ideally tailored to our rollup strategy. Mr. Absher is the driving force behind our rollup strategy. We believe that his business acumen and experience, which demonstrate his ability to identify opportunities and enhance value, will help facilitate our business acquisition strategy. Our Chief Financial Officer, Domonic J. Carney, has nearly thirty years of finance and accounting experience, including the last fifteen years as a CFO responsible for financing and building publicly traded companies with high levels of organic and acquisition driven growth. Mr. Carney s experience includes extensive SEC reporting, financial and operational systems evaluation, documentation, and integration, internal control implementation and development, and mergers and acquisition activities. Some of Mr. Carney s career highlights include overseeing the integration of an acquired SAAS company that resulted in a 10X customer multiple to the acquiror, and the integration of an acquired international wind turbine manufacturer and wind farm operator that increased the acquiror s revenues by 3X. Mr. Carney has also established finance and operational internal control structures for companies that helped facilitate organic growth from pre-revenue to revenues in excess of $500 million. We believe that Mr. Carney brings a unique experience to oversee the Company s accounting and financial reporting matters through a wealth of experience in SEC reporting, finance, accounting, and building and integrating internal control structures in high growth environments which will provide accurate and reliable financial and operations reporting and internal control structures for successfully acquired domestic and international acquisition targets. Robert S. Gans, our General Counsel, joined our sponsor s corporate parent, ShiftPixy, Inc., with thirty years experience as an attorney, the bulk of which has been spent as a litigator and trial lawyer specializing in the areas of securities fraud, corporate governance and accountants liability. Mr. Gans s trial experience ranges from having successfully defended a former "Big 8" accounting firm against a claim of fraud, to serving as lead counsel in a case in which he obtained only the third securities fraud class action verdict obtained on behalf of plaintiffs following the enactment of the Private Securities Litigation Reform Act of 1995. As General Counsel of ShiftPixy, Mr. Gans applies his extensive experience as a complex litigator to overseeing the Company s legal functions, and to providing advice and risk assessment regarding the Company s business and operations, including its various fiduciary, reporting and disclosure obligations arising from its status as a publicly traded entity. We believe that Mr. Gans s legal expertise in financial reporting and corporate fiduciary matters will prove invaluable in evaluating acquisition targets and ensuring a smooth business combination process. Access to established and proven technology solution. We believe the business relationships with our sponsor s corporate parent, ShiftPixy, Inc., will provide significant value enhancement to acquisition targets from both daily human capital management and cost efficiency perspectives. The human capital technology solution allows for rapid scaling and consistent management of the back office human capital management, billings, and worker scheduling fulfillment and allows staffing companies to become masters of contingent human capital needs within their operating niches. 6 Established Deal Sourcing Network. We believe the strong track record of our management team will provide access to quality initial business combination partners. In addition, through our management team, we believe we have contacts and sources from which to generate acquisition opportunities and possibly seek complementary follow-on business arrangements. These contacts and sources include those in private and public companies, private equity and venture capital funds, investment bankers, attorneys and accountants. While ShiftPixy is under no contractual obligation to provide assistance to us in sourcing an initial business combination, we believe it is likely that certain ShiftPixy personnel, in addition to Messrs. Absher, Carney and Gans, will play a role in the Company s acquisition efforts. Status as a Publicly Listed Acquisition Company. We believe our structure will make us an attractive business combination partner to prospective target businesses. As a publicly listed company, we will offer a target business an alternative to the traditional initial public offering process. We believe that some target businesses will favor this alternative, which we believe is less expensive, while offering greater certainty of execution, than the traditional initial public offering process. During an initial public offering, there are typically underwriting fees and marketing expenses, which would be costlier than a business combination with us. Furthermore, once a proposed business combination is approved by our stockholders (if applicable) and the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter s ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe our target business will have greater access to capital and additional means of creating management incentives that are better aligned with stockholders interests than it would as a private company. This can offer further benefits by augmenting a company s profile among potential new customers and vendors and aid in attracting talented management staffs. Industry Opportunity While we may acquire a business or businesses in any industry, our focus will be on companies that provide staffing solutions in the technology sector in North America. We believe that our target industry is attractive for a number of reasons, including the following: Fragmentation of small and mid-sized operators. The technology staffing business is well known to the sponsor s management. While there are several large players in this market space, there are also a significant number of small and mid-sized companies, often owned or operated by aging owners nearing retirement age who rely on their companies to generate a significant source of income and potential retirement funds for them. Many of these operators provide services locally, are heavily reliant on a relatively small client base, and have built fixed overhead costs to support pre-COVID-19 business levels that may have proven difficult to reduce with or have been impacted by the economic downturn. We believe that the financial uncertainty created by this combination of factors will make this population amenable to competitive cash purchase offers. Lack of technology among small and mid-sized operators necessary to maximize business operations. Many of our potential acquisition targets have invested relatively little in the technology we believe to be critical to acquiring, integrating, and streamlining larger staffing operations. Based on our experience, we believe that the ability of potential targets to access ShiftPixy s technology will facilitate leaner overhead and better deployment of human capital resources, which should result in favorable sales opportunities and reduced costs. Our goal is to use this technology platform as a consistent infrastructure system which will include standardized and "best practices" billings, human capital management, and accounting systems and eliminate legacy technology dependencies. Inability of individual operators to take advantage of economies of scale due to relatively small size and fragmentation. Our acquisition targets are likely to have a relatively fixed cost structure. We believe that acquiring and consolidating these targets will present a significant opportunity to eliminate redundant costs by leveraging a unified, consistently applied fixed cost structure on a combination of operators. Our goal is to reduce redundant costs and improve the combined entity s profitability through the integration of acquired companies and the utilization of a highly leverageable technology staffing solution facilitated by ShiftPixy. 7 Reduced staffing costs of sales and administrative expenses through improved workers compensation rates and insurance costs. We believe that, depending upon the laws, rules and regulations in the various states in which we ultimately operate, the acquired staffing companies will have improved access to workers compensation and other insurance products at a lower average cost per billed staffing dollar due to the resulting larger pool of technology workers, as compared to individual staffing companies. Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business or businesses that do not meet these criteria and guidelines. We intend to focus on companies that provide value-added services that we believe: have market leadership positions in their respective products and services; have an attractive risk profile, including revenues under long-term contracts and/or a strong backlog of business; have attractive organic and inorganic growth opportunities which may be accelerated with our expertise and/or access to a public listing; can benefit from an improved capital structure or streamlined ownership structure; would benefit from ShiftPixy s technology solutions; and offer an attractive risk-adjusted return for our stockholders. The technology staffing industry is highly fragmented with many small and mid-sized operators located in every major market across the United States. We believe that many operators in this sector have taken their growth as far as possible utilizing only their own resources and have not invested significantly in the infrastructure to grow their business past a traditional information technology staffing model. We anticipate that our primary business combination targets will average over $100 million in sales and be leaders in their local markets. Our goal is to implement a "roll-up" strategy to form a consolidated, national footprint from this collective of regional operators, which will operate under a new national brand that will be supported by the ShiftPixy human capital management platform. We expect implementation of this platform to enhance greatly the value of our acquisition targets, by providing technology that will allow them to operate more efficiently through favorable operating costs, accommodate more clients, and fill positions more easily. Once fully implemented, integration of the ShiftPixy technology platform should allow for seamless human capital management, from paperless onboarding to shift placement and worksite employee time management. We believe that this approach will assure immediate continuity of operations without requiring a reconciliation of legacy operating platforms to determine the best or surviving technology to run the newly consolidated group. We expect to be able to acquire target businesses at approximately three to four times adjusted EBITDA. Through implementation of our roll-up strategy, combined with our anticipated partnership with ShiftPixy, we expect the combined entity to yield a valuation significantly higher than the consideration paid for the individual targets due to the resultant clean balance sheet, national scale, high value clients, and deployment of superior technology. We intend to seek targets with an aggregate combined enterprise value of approximately $750 million to $2.0 billion, based upon widely accepted valuation standards and methodologies. We believe targeting companies in this "middle market" will provide the greatest number of opportunities for investment. 8 These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that from time to time our management may deem relevant. In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews and inspection of facilities, as applicable, as well as a review of financial and other information that will be made available to us. Initial Business Combination NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to NYSE rules, any initial business combination must be approved by a majority of our independent directors. We are not prohibited from consummating an initial business combination with an entity that is affiliated with the representative, our sponsor, officers or directors, provided, however, that, pursuant to our amended and restated certificate of incorporation, if we do, we, or a committee of our independent directors, must obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. 9 The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Further, our sponsor s corporate parent, ShiftPixy, is not formally constrained in any way from pursuing acquisitions or business combinations that could be suitable transactions for us. While we do not believe it is likely that ShiftPixy will compete against us for suitable acquisition targets based upon our management s understanding of ShiftPixy s current business model, it is possible that a potential business combination could arise that would be suitable for us and ShiftPixy, giving rise to a conflict of interest. If such a circumstance were to occur, we anticipate that our board of directors would recuse any conflicted members of our management from taking any role in the consideration of such a transaction and, to the extent necessary, retain appropriate qualified, non-conflicted personnel to advise us in accordance with the provisions of our amended and restated certificate of incorporation relating to transactions with affiliates. Such an eventuality could increase the costs associated with evaluating a target business. Our board of directors has established a code of ethics that includes a conflict of interest policy intended to ensure timely disclosure and avoidance of activities and relationships that conflict with the interests of the Company. Please see the sections of this prospectus entitled "Management — Code of Ethics" and "Certain Relationships and Related Party Transactions — Related Party Policy" for additional information. Sourcing of Potential Initial Business Combination Targets All of our officers are employed by our sponsor s corporate parent, ShiftPixy, and as a result, are continuously made aware of potential business opportunities in the technology staffing industry, one or more of which we may desire to pursue for an initial business combination; we have not, however, selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Members of our management team have spent significant portions of their careers working with businesses in the staffing services industry and have developed a wide network of professional services contacts and business relationships in that industry. The members of our board of directors also have significant executive management and public company experience and bring additional relationships that further broaden our industry network. This network has provided our management team with a flow of referrals that have resulted in numerous transactions. We believe that the network of contacts and relationships of our management team will provide us with an important source of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banks, consultants, accounting firms and large business enterprises. Members of our management team and our independent directors will directly or indirectly own founder shares and/or placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. In addition, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. As discussed above, however, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors are sponsoring three other special purpose acquisition companies similar to ours and may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Specifically, on April 29, 2021, our sponsor announced the filing of registration statements relating to proposed initial public offerings of the following four special purpose acquisition companies: (i) Vital Human Capital, Inc., which proposes to raise $150 million to acquire one or more healthcare staffing companies; (ii) Industrial Human Capital, Inc., which proposes to raise $150 million to acquire one or more technology staffing companies; and (iii) Firemark Global Capital, Inc., (previously named Insurity Capital, Inc.), which proposes to raise $150 million to acquire one or more commercial insurance company "shells" licensed to conduct business throughout the United States. As detailed below, it is anticipated that the board of directors of each of these entities will be comprised of the same individuals, and that Messrs. Absher, Carney, and Gans will serve as the Chief Executive Officer, Chief Financial Officer, and General Counsel of each entity, respectively. We do not believe, however, that this overlap in corporate governance gives rise to any theoretical or actual conflict of interest with respect to Vital Human Capital, Inc. or Industrial Human Capital, Inc., since each of these entities intends to target business combinations in different segments of the staffing industry than those targeted by our Company. We also do not believe this overlap gives rise to any theoretical or actual conflict of interest with respect to Firemark Global Capital, Inc., which is targeting one or more insurance shell companies for the purpose of supplying favorably priced workers compensation and related insurance to employers, including our Company, Industrial Human Capital, Inc., and Vital Human Capital, Inc.. Accordingly, while any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Our certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Please see the section of this prospectus entitled "Management—Conflicts of Interest" for additional information. Corporate Information Our executive offices are located at 501 Brickell Key Drive, Suite 300, Miami, FL 33131, and our telephone number is 888-798-9100. 10 We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th. 11
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001855255_manycore_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001855255_manycore_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001855255_manycore_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001855262_firemark_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001855262_firemark_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5185f73c1e0883d8ad5ffe279fb1a75ef60ec556
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001855262_firemark_prospectus_summary.txt
@@ -0,0 +1 @@
+information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: "common stock" are to our shares of common stock, par value $0.0001 per share; "founder shares" to shares of our common stock initially purchased by our sponsor in a private placement prior to this offering; "initial stockholders" are to our sponsor, the representative, and any other holders of our founder shares prior to this offering (or their permitted transferees); "management" or our "management team" are to our officers and directors; "placement warrants" are to the warrants being purchased by our sponsor in the private placement; "private placement" are to the private placement of 3,279,000 placement warrants (up to 3,504,000 placement warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant, for an aggregate purchase price of $3,279,000 (up to $3,504,000 if the over-allotment option is exercised in full), which will occur simultaneously with the completion of this offering; "public shares" are to shares of our common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public stockholders" are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a "public stockholder" shall only exist with respect to such public shares; "public warrants" are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in this offering or thereafter in the open market); "representative" are to A.G.P./Alliance Global Partners, which is the representative of the underwriters in this offering; "sponsor" are to ShiftPixy Investments, Inc., a Wyoming Corporation and a wholly owned subsidiary of ShiftPixy, Inc., a Wyoming corporation that is publicly traded on the Nasdaq Stock Market, LLC under the trading symbol "PIXY"; "underwriters" are to the underwriters of this offering, for which A.G.P. is acting as representative; "warrants" are to our redeemable warrants, which includes the public warrants as well as the placement warrants and any warrants issued upon conversion of working capital loans to the extent they are no longer held by the initial holders or their permitted transferees; and 162 FIREMARK GLOBAL CAPITAL, INC. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets as of June 30, 2021 (unaudited) and March 16, 2021 F-3 Statements of Operations for the period from February 16, 2021 (inception) to June 30, 2021 (unaudited) and for the period from February 16, 2021 (inception) through March 16, 2021 F-4 Statements of Changes in Stockholders Equity for the period from February 16, 2021 (inception) through June 30, 2021 (unaudited) and for the period from February 16, 2021 (inception) through March 16, 2021 F-5 Statements of Cash Flows for the period from February 16, 2021 (inception) through June 30, 2021 (unaudited) and for the period from February 16, 2021 (inception) through March 16, 2021 F-6 Notes to Financial Statements F-7 1 "we," "us," "company" or "our company" are to Firemark Global Capital, Inc. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. 2 Our Company We are a newly organized blank check company incorporated in February 2021, as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We seek to capitalize on the significant experience and contacts of our management team, led by our Chief Executive Officer, Scott W. Absher, and our Chief Operating Officer, Steven Sims, in consummating an initial business combination. Although we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to focus on acquiring an insurance shell licensed throughout the United States that will be able to provide workers compensation and other employer-related insurance to staffing companies and their clients, taking advantage of economies of scale and relationships with our sponsor s corporate parent, ShiftPixy, Inc., ("ShiftPixy"), to provide competitive pricing. We intend that our focus will be on employers within various moderate to high-risk sectors, (as detailed below), who we believe will benefit from improved business economics provided by increased scale and the experience and expertise of our management team and our sponsor s corporate parent in providing workers compensation insurance related services. Our sponsor s corporate parent, ShiftPixy, Inc. ("ShiftPixy"), is publicly traded on the Nasdaq Stock Market, LLC under the trading symbol "PIXY." ShiftPixy s market focus is to use a traditional staffing services business model, coupled with developed technology, to address underserved markets containing predominately lower wage employees with high turnover, including the light industrial, services, and food and hospitality markets. ShiftPixy has also begun to expand its services into other industries that utilize higher paid employees on a temporary or part-time basis, including the medical/nurse staffing industry. ShiftPixy provides human resources, employment compliance, insurance related, payroll, and operational employment services solutions for its business clients ("clients" or "operators") and shift work or "gig" opportunities for worksite employees ("WSEs" or "shifters"). As consideration for providing these services, ShiftPixy receives administrative or processing fees as a percentage of a client s gross payroll, processes and files payroll taxes and payroll tax returns, provides workers compensation insurance related services, and provides employee benefits. We expect that a mutually beneficial contractual relationship with ShiftPixy will provide us with a variety of business opportunities, as described below. Nevertheless and notwithstanding our sponsor s affiliation with ShiftPixy, we are a separate entity from ShiftPixy, governed by an independent board of directors with no overlaps, (aside from our CEO, Scott Absher who is a director of each entity). In addition, any contracts entered into between us and ShiftPixy will be negotiated on an arms length basis and be subject to Board approval. Furthermore, shareholders of our Company should not expect, nor will they be entitled to, any investment returns achieved by ShiftPixy on behalf of its own stockholders. Our Management Team Our management team is led by Scott W. Absher, our Chair of the board of directors and Chief Executive Officer, Steven Sims, our Chief Operating Officer, Domonic J. Carney, our Chief Financial Officer and Treasurer, and Robert S. Gans, our General Counsel and Secretary. Mr. Absher has been serving as Chief Executive Officer and Chair of the board of directors of ShiftPixy since its formation in June 2015. Since February 2010, he has also been President of Struxurety, a business insurance advisory company. As Chair of the ShiftPixy Board and CEO, Mr. Absher contributes significant industry-specific experience and expertise to ShiftPixy s insurance related products and services and has a deep understanding of all aspects of its business, products and markets, as well as substantial experience developing corporate strategy, assessing emerging industry trends, and managing business operations. Mr. Absher has an extensive mergers and acquisition background, which includes over $500 million in business combinations and similar transactions. He is a graduate of The Moody Bible Institute of Chicago. Mr. Sims will become our Chief Operating Officer upon the effective date of this offering. From 2019 to 2020, Mr. Sims served as President of Convelo Insurance Group, which specializes in providing a variety of insurance products to the nonprofit sector, including workers compensation, property, and general liability coverage. Prior to joining Convelo, Mr. Sims led the formation and capital fundraising process, and served as President of Alliance Assurance Company America, a former subsidiary of A.M. Best A- rated property and casualty carrier WRM America Indemnity Company, which provided a variety of integrated insurance programs to education, government and not-for-profit institutions. With his decades of industry-specific experience and significant mergers and acquisitions background, we believe Mr. Sims to be uniquely qualified to lead our efforts in completing a successful initial business combination and penetrating the workers compensation insurance market. Mr. Sims holds a Bachelor of Science and Master of Science in Public Administration from the University of Alabama, and has completed post-graduate studies in Capital Syndication and Finance at New York University. Mr. Carney has been serving as Chief Financial Officer of ShiftPixy since August 4, 2019. Mr. Carney began his career at Deloitte & Touche where he audited high tech startups in Palo Alto, CA. Mr. Carney brings substantial experience in small, high-growth companies as well as over fifteen years of C-Level experience in micro-cap public companies. Between 1994 and 2001, Mr. Carney worked for various high-tech startups in Silicon Valley, CA, including software development, internet, and internet service providers in increasing levels of responsibility. From 2001 until 2004, Mr. Carney was the Finance Director in San Diego, CA providing finance support for the Western half of the US Operations of Danka Office Imaging. From 2005 to 2012, Mr. Carney served as the Chief Financial Officer for Composite Technology Corporation, an energy equipment and technology company that grew from pre-revenue to over $75 million a year between 2005 and 2008. Between 2012 and 2014, Mr. Carney provided C-Level finance and accounting consulting services to manufacturing, health care, energy, and technology companies in San Diego and Irvine, CA. From 2014 until 2019, Mr. Carney served as the Chief Financial Officer for Ener-Core, Inc., an energy technology company located in Irvine, CA. He has an extensive mergers and acquisition background, which includes over $250 million in business combinations and similar transactions. Mr. Carney holds a Master in Accounting degree from Northeastern University, a Bachelor of Arts in Economics from Dartmouth College, and is licensed as a Certified Public Accountant (inactive status) in the State of California. 3 Mr. Gans has been serving as General Counsel of ShiftPixy since June 15, 2020, having spent the past 30 years as a litigator specializing in securities fraud, accountants liability and corporate governance. Prior to joining ShiftPixy, from 2009 to 2020, Mr. Gans maintained his own law office, where his activities included advising corporate boards with respect to their fiduciary duties and disclosure obligations. Previously, Mr. Gans was a partner at the law firm of Bernstein Litowitz Berger & Grossmann LLP and began his career at the law firm of Schulte, Roth & Zabel. Mr. Gans holds a Juris Doctor degree from New York University School of Law, a Bachelor of Arts in Government from Dartmouth College, and is admitted to the Bars of New York and California. We have also assembled a group of independent directors who will provide public company governance, executive leadership, operational oversight, private equity investment management and capital markets experience. Included in this group is John A. Quelch, who is Dean of the Miami Herbert Business School at the University of Miami, and the Charles Edward Wilson Professor of Business Administration Emeritus at Harvard Business School. Mr. Quelch is a widely recognized leader and expert in the field of corporate governance, having served as a director of multiple Fortune 500 companies. Our board members have extensive experience, having served as directors or officers for numerous publicly listed and privately-owned companies. Our directors have experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates as well as following the completion of our initial business combination. We believe our management team is well positioned to take advantage of the growing set of acquisition opportunities focused on the staffing services industry and that our contacts and relationships, ranging from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive transaction for our stockholders. The past performance of the members of our management team or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record of the performance of our management team or any of its affiliates performance as indicative of our future performance. Business Strategy Our business strategy is to acquire an insurance shell company licensed to conduct business throughout the United States and, through this acquisition and the additional capital we raise, become a specialty provider of workers compensation insurance focused on small to mid-sized employers engaged in a variety of moderate to high risk occupations, including those in the light industrial, medical, hospitality, technology and construction industries. We intend to provide coverage to employers under state and federal workers compensation laws, which typically prescribe wage replacement, medical care and hospitalization, temporary or permanent disability, and death benefits that employers are obligated to provide to their employees who are injured in the course and scope of their employment. The benefits payable and the duration of those benefits are set by state or federal law, and typically vary by jurisdiction, the nature and severity of the injury, and the wages of the employee. The employer, who is the policyholder, pays the premiums for coverage. Hazardous industry employers tend to have less frequent but more severe claims as compared to employers in other industries due to the nature of their businesses. Injuries that occur are often severe in nature, including death, dismemberment, paraplegia and quadriplegia. As a result, employers engaged in hazardous industries typically pay substantially higher than average rates for workers compensation insurance compared to employers in other industries, as measured per payroll dollar. The higher premium rates are due to the nature of the work performed and the inherent workplace danger of our target policyholders. We intend to employ a proactive, disciplined approach to underwriting employers and providing comprehensive services that, if successful, will lessen the overall incidence and cost of workplace injuries. We plan to pursue strategies similar to those utilized by our sponsor s corporate parent, ShiftPixy, to provide safety services at employers workplaces as a vital component of our underwriting process and to promote safer workplaces. We intend to utilize intensive claims management practices that we believe will allow us to reduce the overall cost of our claims. In addition, we believe that we will be able to provide "premium audit services" that will help to ensure that our policyholders pay the appropriate premiums required under the terms of their policies and enable us to monitor payroll patterns that cause underwriting, safety or fraud concerns. We believe that the higher premiums typically paid by the employers we intend to target, together with our planned disciplined underwriting and safety, claims and audit services, and a robust technology platform that we hope to utilize, will provide us with the opportunity to earn attractive returns on equity. 4 Competitive Strengths We intend to capitalize on the following competitive advantages in our pursuit of a target company or companies and launching a successful insurance entity: Leadership of an Experienced Management Team. We believe our management team will provide us with the necessary experience and expertise to complete a successful initial business combinations or combinations. Our management team provides a combination of a proprietary sourcing network and deep industry, mergers and acquisition, and capital markets expertise. Our management team is led by Scott W. Absher, the co-founder and CEO of our sponsor s corporate parent, ShiftPixy, a Nasdaq-listed company that combines a traditional staffing services business model , worker s compensation insurance related services and developed technology to address underserved markets containing predominately lower wage employees with high turnover, including the light industrial, services, and food and hospitality markets, as well as other industries that utilize higher paid employees on a temporary or part-time basis, including the medical/nurse staffing industry. Mr. Absher has managed numerous merger and acquisition transactions over a career that has spanned decades, and his deep knowledge of the staffing and insurance industries and their many drivers were foundational to the design of ShiftPixy s digital architecture. Mr. Absher is also a veteran executive officer of small to midcap publicly traded companies with substantial experience raising significant amounts of capital through private equity, PIPE investments, and underwritten public offerings. Mr. Absher has also managed or provided senior level sales, marketing and consulting services to technology, insurance and investment companies, giving him a unique background ideally tailored to our strategy. Mr. Absher is the driving force behind our strategy, and we believe that his industry-specific business acumen and experience, which demonstrate his ability to identify opportunities and enhance value, will help launch a successful initial business combination. Our Chief Operating Officer, Steven Sims, is a 38-year veteran of the insurance industry, who has spent his career focusing on acquiring and building efficient specialty and Alternative Risk insurance programs that integrate strong underwriting operations with risk management and claims cost containment, all driven by a core marketing discipline. Mr. Sims was President and a member of the board of directors of WRM America Indemnity, formerly Alliance Assurance Company ("WRMAI"), an A.M. Best A- rated property and casualty carrier providing integrated, customizable, alternative risk and cost-effective insurance programs to education, government and not-for-profit institutions. In this role, he created the strategy, wrote the business plan, led the team and raised $150,000,000 in capital to acquire the former Alliance Assurance Company of America from Royal Insurance and Wright Risk Management, an underwriting management MGA for education and government institutions in the greater New York area. As part of this acquisition, Mr. Sims was largely responsible for attaining the only A- rating issued by A.M. Best to a new company in 2008. Mr. Sims was also a founder, Executive Vice President, Chief Marketing Officer, and a member of the board of directors, Executive Committee, and Acquisition Team of WRMAI s parent company, which consistently outperformed annual budget and revenue projections under his leadership, and led to its successful sale in January 2014 for a return on equity in excess of 400%. Mr. Sims has also held senior management positions at Marsh & McLennan, (as the National Manager of program operations), Associated Programs, Inc., and Oxford Underwriting Management of Bermuda. We believe that his deep industry experience, which includes underwriting, operations, and mergers and acquisitions, makes him uniquely qualified to play an integral role in launching our business plan successfully. 5 Our Chief Financial Officer, Domonic J. Carney, has nearly thirty years of finance and accounting experience, including the last fifteen years as a CFO responsible for financing and building publicly traded companies with high levels of organic and acquisition driven growth. Mr. Carney s experience includes extensive SEC reporting, financial and operational systems evaluation, documentation, and integration, internal control implementation and development, and mergers and acquisition activities. Some of Mr. Carney s career highlights include overseeing the integration of an acquired SAAS company that resulted in a 10X customer multiple to the acquiror, and the integration of an acquired international wind turbine manufacturer and wind farm operator that increased the acquiror s revenues by 3X. Mr. Carney has also established finance and operational internal control structures for companies that helped facilitate organic growth from pre-revenue to revenues in excess of $500 million. We believe that Mr. Carney brings a unique experience to oversee the Company s accounting and financial reporting matters through a wealth of experience in SEC reporting, finance, accounting, and building and integrating internal control structures in high growth environments which will provide accurate and reliable financial and operations reporting and internal control structures for successfully acquired domestic and international acquisition targets. Robert S. Gans, our General Counsel, joined our sponsor s corporate parent, ShiftPixy, Inc., with thirty years experience as an attorney, the bulk of which has been spent as a litigator and trial lawyer specializing in the areas of securities fraud, corporate governance and accountants liability. Mr. Gans s trial experience ranges from having successfully defended a former "Big 8" accounting firm against a claim of fraud, to serving as lead counsel in a case in which he obtained only the third securities fraud class action verdict obtained on behalf of plaintiffs following the enactment of the Private Securities Litigation Reform Act of 1995. As General Counsel of ShiftPixy, Mr. Gans applies his extensive experience as a complex litigator to overseeing the Company s legal functions, and to providing advice and risk assessment regarding the Company s business and operations, including its various fiduciary, reporting and disclosure obligations arising from its status as a publicly traded entity. We believe that Mr. Gans s legal expertise in financial reporting and corporate fiduciary matters will prove invaluable in evaluating acquisition targets and ensuring a smooth business combination process. Focus on Moderate to High Risk Industries. Our management, through personal experience and working with our sponsor s corporate parent, ShiftPixy, and other entities, has extensive experience insuring and providing insurance-related services to employers engaged in moderate to high risk industries, and has a history of profitably underwriting these industries. Our specialized knowledge of these industries should help us better serve our policyholders, and lead to greater employer loyalty and policy retention. Focus on Small to Mid-Sized Employers. We believe that large insurance companies generally do not target small to mid-sized employers in hazardous industries due to their smaller premium sizes, types of operations, mobile workforces and extensive service needs. We intend to provide these employers enhanced services, including premium payment plans to better match premium payments with policyholders payroll costs and cash flow. Knowledgeable, Dedicated Employees. We intend to deliver an exceptional product with integrity through professional, knowledgeable and dedicated employees. Service will be a distinguishing factor based on our high level of expertise and experience. Specialized Underwriting Expertise. Our management has developed industry specific risk analysis and rating tools that we believe will prove highly beneficial to our underwriters with respect to risk selection and pricing. We will be highly disciplined when quoting and binding new and renewal business. We do not intend to delegate underwriting authority to agencies, marketers or to any other third parties that sell our insurance. Comprehensive Safety Services. Through a high level of cooperation with our sponsor s corporate parent, ShiftPixy, along with our other prospective clients, we intend to facilitate proactive safety reviews of employers worksites. This will be an important component of our underwriting process and also assist our policyholders in loss prevention by encouraging safer workplaces. 6 Proactive Claims Management. We intend to manage substantially all of our open claims in-house, utilizing intensive claims management practices that emphasize a personalized approach, as well as quality, cost-effective medical treatment. We also believe that our disciplined, proactive claims management practices will allow us to achieve a favorable claim outcome, accelerate an employee s return to work, lessen the likelihood of litigation and more rapidly close claims, all of which should ultimately lead to lower overall claim costs. Efficient Operating Platform. Through agreements with our sponsor s corporate parent, ShiftPixy, we intend to leverage the ShiftPixy mobile engagement platform to maintain a high level of daily engagement with our clients and the employees we cover. We expect this high level of technical engagement to allow us to close claims at a better than average industry rate. Industry Opportunity While we may acquire a business or businesses in any industry, our focus will be on acquiring one or more insurance company shells licensed throughout the United States that will provide us the means to provide workers compensation and other insurance products primarily to employers in various moderate to high risk industries, including construction, transportation, manufacturing, restaurant, hospitality, and light industrial. We hope to produce favorable returns on equity and increase our book value per share adjusted for dividends paid to shareholders using the following strategies: Increase Market Penetration Through Alignment with ShiftPixy. We believe that competition in our target markets is currently fragmented by state, employer size and industry. We believe that our specialized underwriting expertise, use of data, and safety, claims and audit services, along with our expected cooperative efforts with our sponsor s corporate parent, ShiftPixy, will position us to establish a strong market share in our target markets. Focus on Underwriting Profitability. We intend to maintain underwriting discipline throughout market cycles with the objective of remaining profitable. Our strategy will be to focus on underwriting workers compensation insurance in moderate to high risk industries and to maintain adequate rate levels commensurate with the risks we underwrite. We will also continue to strive for improved risk selection and pricing, as well as reduced frequency and severity of claims through comprehensive workplace safety reviews, effective medical cost containment measures and rapid closing of claims through personal, direct contact with our policyholders and their employees. Prudent and Opportunistic Geographic Expansion. We intend to target for our initial business combination one or more insurance company shells with licenses to conduct business throughout the United States. We believe that consummating such an initial business combination will facilitate our ability to write policies in our target markets when we decide it is prudent to do so upon launch of our operations. Maintain Capital Strength. We plan to manage our capital to achieve our profitability goals while striving for optimal operating leverage for our insurance company subsidiaries. To accomplish this objective, we intend to maintain underwriting profitability throughout market cycles, optimize our use of reinsurance, deploy appropriate capital management tools, and produce an appropriate risk adjusted return on our investment portfolio. 7 Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business or businesses that do not meet these criteria and guidelines. We intend to focus on insurance company shells that we believe fit the following criteria: have unencumbered licenses to conduct business and issue policies throughout the United States; have little or no policy "run-off" liabilities or obligations; are suitable to act as the nucleus of our efforts to become a nationwide provider of workers compensation insurance; would benefit from ShiftPixy s technology solutions and human capital relationships with employers in our target industries; and offer an attractive risk-adjusted return for our stockholders. We anticipate that our primary business combination targets will have active, unblemished licenses to provide workers compensation and other insurance policies throughout the United States. Our goal is to combine these entities with the capital reserves raised through this offering and other means to form a national workers compensation insurance provider that will offer superior products at favorable pricing through the various advantages detailed above, and which will capitalize on our relationship with our sponsor s corporate parent, ShiftPixy, which has significant experience in managing workers compensation insurance programs on behalf of its clients. ShiftPixy has historically been a large aggregator of workers compensation premium, resulting in favorable rates to its clients. We anticipate entering into a contractual relationship with ShiftPixy that will facililitate our ability to build upon and expand these aggregation activities, and benefit from the economies of scale that should result from access to ShiftPixy s human capital management platform. We believe that this approach will ensure a successful launch to a wide array of potential clients throughout the United States. We believe that our initial business combination will yield a combined enterprise value of approximately $2 to $3 billion, based upon widely accepted valuation standards and methodologies. 8 These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that from time to time our management may deem relevant. In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews and inspection of facilities, as applicable, as well as a review of financial and other information that will be made available to us. Initial Business Combination NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to NYSE rules, any initial business combination must be approved by a majority of our independent directors. We are not prohibited from consummating an initial business combination with an entity that is affiliated with the representative, our sponsor, officers or directors, provided, however, that, pursuant to our amended and restated certificate of incorporation, if we do, we, or a committee of our independent directors, must obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. 9 The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Further, our sponsor s corporate parent, ShiftPixy, is not formally constrained in any way from pursuing acquisitions or business combinations that could be suitable transactions for us. While we do not believe it is likely that ShiftPixy will compete against us for suitable acquisition targets based upon our management s understanding of ShiftPixy s current business model, it is possible that a potential business combination could arise that would be suitable for us and ShiftPixy, giving rise to a conflict of interest. If such a circumstance were to occur, we anticipate that our board of directors would recuse any conflicted members of our management from taking any role in the consideration of such a transaction and, to the extent necessary, retain appropriate qualified, non-conflicted personnel to advise us in accordance with the provisions of our amended and restated certificate of incorporation relating to transactions with affiliates. Such an eventuality could increase the costs associated with evaluating a target business. Our board of directors has established a code of ethics that includes a conflict of interest policy intended to ensure timely disclosure and avoidance of activities and relationships that conflict with the interests of the Company. Please see the sections of this prospectus entitled "Management — Code of Ethics" and "Certain Relationships and Related Party Transactions — Related Party Policy" for additional information. Sourcing of Potential Initial Business Combination Targets All of our officers, with the exception of Mr. Sims, are employed by our sponsor s corporate parent, ShiftPixy, and as a result, are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for an initial business combination; we have not, however, selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Members of our management team have spent significant portions of their careers working with businesses in the insurance industry and have developed a wide network of contacts and business relationships in that industry. The members of our board of directors also have significant executive management and public company experience and bring additional relationships that further broaden our industry network. This network has provided our management team with a flow of referrals that have resulted in numerous transactions. We believe that the network of contacts and relationships of our management team will provide us with an important source of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banks, consultants, accounting firms and large business enterprises. Members of our management team and our independent directors will directly or indirectly own founder shares and/or placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. In addition, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. As discussed above, however, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors are sponsoring three other special purpose acquisition companies similar to ours and may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Specifically, on April 29, 2021, our sponsor announced the filing of registration statements relating to proposed initial public offerings of the following four special purpose acquisition companies: (i) Vital Human Capital, Inc., which proposes to raise $250 million to acquire one or more healthcare staffing companies; (ii) TechStackery, Inc., which proposes to raise $250 million to acquire one or more technology staffing companies; and (iii) Industrial Human Capital, Inc., which proposes to raise $250 million to acquire one or more light industrial staffing companies. As detailed below, it is anticipated that the board of directors of each of these entities will be comprised of the same individuals, and that Messrs. Absher, Carney, and Gans will serve as the Chief Executive Officer, Chief Financial Officer, and General Counsel of each entity, respectively. We do not believe, however, that this overlap in corporate governance gives rise to any theoretical or actual conflict of interest with respect to Vital Human Capital, Industrial Human Capital or TechStackery, since each of these entities intends to target business combinations in various segments of the staffing industry rather than acquire one or more insurance shell companies. Accordingly, while any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Our certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Please see the section of this prospectus entitled "Management—Conflicts of Interest" for additional information. Corporate Information Our executive offices are located at 501 Brickell Key Drive, Suite 300, Miami, FL 33131, and our telephone number is 888-798-9100. 10 We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th. 11
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001855302_industrial_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001855302_industrial_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..edf99bfcb78540ae83c050b7f34d6fdf71bd5aa7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001855302_industrial_prospectus_summary.txt
@@ -0,0 +1 @@
+information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: "common stock" are to our shares of common stock, par value $0.0001 per share; "founder shares" are to shares of our common stock initially purchased by our sponsor in a private placement prior to this offering; "initial stockholders" are to our sponsor, the representative, and any other holders of our founder shares prior to this offering (or their permitted transferees); "management" or our "management team" are to our officers and directors; "placement warrants" are to the warrants being purchased by our sponsor in the private placement; "private placement" are to the private placement of 4,264,102 placement warrants (up to 4,639,102 placement warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant, for an aggregate purchase price of $4,264,102 (up to $4,639,102 if the over-allotment option is exercised in full), which will occur simultaneously with the completion of this offering; "public shares" are to shares of our common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public stockholders" are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a "public stockholder" shall only exist with respect to such public shares; "public warrants" are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in this offering or thereafter in the open market); "representative" are to A.G.P./Alliance Global Partners, which is the representative of the underwriters in this offering; "sponsor" are to ShiftPixy Investments, Inc., a Wyoming Corporation and a wholly owned subsidiary of ShiftPixy, Inc., a Wyoming corporation that is publicly traded on the Nasdaq Stock Market, LLC under the trading symbol "PIXY"; "underwriters" are to the underwriters of this offering, for which A.G.P. is acting as representative; "warrants" are to our redeemable warrants, which includes the public warrants as well as the placement warrants and any warrants issued upon conversion of working capital loans to the extent they are no longer held by the initial holders or their permitted transferees; and 162 INDUSTRIAL HUMAN CAPITAL, INC. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets as of June 30, 2021 (unaudited) and March 16, 2021 F-3 Statements of Operations for the period from February 16, 2021 (inception) through June 30, 2021 (unaudited) and for the period from February 16, 2021 (inception) through March 16, 2021 F-4 Statements of Changes in Stockholder s Equity for the period from February 16, 2021 (inception) through June 30, 2021 (unaudited) and for the period from February 16, 2021 (inception) through March 16, 2021 F-5 Statements of Cash Flows for the period from February 16, 2021 (inception) through June 30, 2021 (unaudited) and for the period from February 16, 2021 (inception) through March 16, 2021 F-6 Notes to Financial Statements F-7 1 "we," "us," "company" or "our company" are to Industrial Human Capital, Inc. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. 2 Our Company We are a newly organized blank check company incorporated in February 2021, as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We seek to capitalize on the significant experience and contacts of our management team, led by Scott W. Absher, in consummating an initial business combination. Although we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to focus on private companies distressed by the economic downturn caused by the COVID-19 pandemic that provide staffing solutions in North America to clients in the light industrial sector, who we believe will benefit from improved business economics provided by increased scale and integration with the human capital technology platform built by our sponsor s corporate parent and its operating subsidiaries. Our sponsor s corporate parent, ShiftPixy, Inc. ("ShiftPixy"), is publicly traded on the Nasdaq Stock Market, LLC under the trading symbol "PIXY." ShiftPixy s market focus is to use a traditional staffing services business model, coupled with developed technology, to address underserved markets containing predominately lower wage employees with high turnover, including the light industrial, services, and food and hospitality markets. ShiftPixy has also begun to expand its services into other industries that utilize higher paid employees on a temporary or part-time basis, including the medical/nurse staffing industry. ShiftPixy provides human resources, employment compliance, insurance related, payroll, and operational employment services solutions for its business clients ("clients" or "operators") and shift work or "gig" opportunities for worksite employees ("WSEs" or "shifters"). As consideration for providing these services, ShiftPixy receives administrative or processing fees as a percentage of a client s gross payroll, processes and files payroll taxes and payroll tax returns, provides workers compensation insurance related services, and provides employee benefits. We expect that a mutually beneficial contractual relationship with ShiftPixy will provide us with a variety of human capital services, and related resources, as described below. Nevertheless and notwithstanding our sponsor s affiliation with ShiftPixy, we are a separate entity from ShiftPixy, governed by an independent board of directors with no overlaps, (aside from our CEO, Scott Absher who is a director of each entity). In addition, any contracts entered into between us and ShiftPixy will be negotiated on an arms length basis and be subject to Board approval. Furthermore, shareholders of our Company should not expect, nor will they be entitled to, any investment returns achieved by ShiftPixy on behalf of its own stockholders. Our Management Team Our management team is led by Scott W. Absher, our Chair of the board of directors and Chief Executive Officer, Domonic J. Carney, our Chief Financial Officer and Treasurer, and Robert S. Gans, our General Counsel and Secretary. Mr. Absher has been serving as Chief Executive Officer and Chair of the board of directors of ShiftPixy since its formation in June 2015. Since February 2010, he has also been President of Struxurety, a business insurance advisory company. As Chair of the ShiftPixy Board and CEO, Mr. Absher contributes significant industry-specific experience and expertise to ShiftPixy s insurance related products and services and has a deep understanding of all aspects of its business, products and markets, as well as substantial experience developing corporate strategy, assessing emerging industry trends, and managing business operations. Mr. Absher has an extensive mergers and acquisition background, which includes over $500 million in business combinations and similar transactions. He is a graduate of The Moody Bible Institute of Chicago. Mr. Carney has been serving as Chief Financial Officer of ShiftPixy since August 4, 2019. Mr. Carney began his career at Deloitte & Touche where he audited high tech startups in Palo Alto, CA. Mr. Carney brings substantial experience in small, high-growth companies as well as over fifteen years of C-Level experience in micro-cap public companies. Between 1994 and 2001, Mr. Carney worked for various high-tech startups in Silicon Valley, CA, including software development, internet, and internet service providers in increasing levels of responsibility. From 2001 until 2004, Mr. Carney was the Finance Director in San Diego, CA providing finance support for the Western half of the US Operations of Danka Office Imaging. From 2005 to 2012, Mr. Carney served as the Chief Financial Officer for Composite Technology Corporation, an energy equipment and technology company that grew from pre-revenue to over $75 million a year between 2005 and 2008. Between 2012 and 2014, Mr. Carney provided C-Level finance and accounting consulting services to manufacturing, health care, energy, and technology companies in San Diego and Irvine, CA. From 2014 until 2019, Mr. Carney served as the Chief Financial Officer for Ener-Core, Inc., an energy technology company located in Irvine, CA. He has an extensive mergers and acquisition background, which includes over $250 million in business combinations and similar transactions. Mr. Carney holds a Master in Accounting degree from Northeastern University, a Bachelor of Arts in Economics from Dartmouth College, and is licensed as a Certified Public Accountant (inactive status) in the State of California. 3 Mr. Gans has been serving as General Counsel of ShiftPixy since June 15, 2020, having spent the past 30 years as a litigator specializing in securities fraud, accountants liability and corporate governance. Prior to joining ShiftPixy, from 2009 to 2020, Mr. Gans maintained his own law office, where his activities included advising corporate boards with respect to their fiduciary duties and disclosure obligations. Previously, Mr. Gans was a partner at the law firm of Bernstein Litowitz Berger & Grossmann LLP and began his career at the law firm of Schulte, Roth & Zabel. Mr. Gans holds a Juris Doctor degree from New York University School of Law, a Bachelor of Arts in Government from Dartmouth College, and is admitted to the Bars of New York and California. We have also assembled a group of independent directors who will provide public company governance, executive leadership, operational oversight, private equity investment management and capital markets experience. Included in this group is John A. Quelch, who is Dean of the Miami Herbert Business School at the University of Miami, and the Charles Edward Wilson Professor of Business Administration Emeritus at Harvard Business School. Mr. Quelch is a widely recognized leader and expert in the field of corporate governance, having served as a director of multiple Fortune 500 companies. Our board members have extensive experience, having served as directors or officers for numerous publicly listed and privately-owned companies. Our directors have experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates as well as following the completion of our initial business combination. We believe our management team is well positioned to take advantage of the growing set of acquisition opportunities focused on the staffing services industry and that our contacts and relationships, ranging from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive transaction for our stockholders. The past performance of the members of our management team or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record of the performance of our management team or any of its affiliates performance as indicative of our future performance. Business Strategy Our business strategy is to target, identify and complete our initial business combination with one or more companies that provide staffing services across a broad range within the light industrial sector, including companies that provide construction and construction management services, warehousing and product fulfilment, facilities management services, operation and maintenance services, and environmental services. We believe that small to medium sized temporary light industrial staffing services companies present an attractive set of opportunities to pursue a rollup business combination. Industrial Human Capital, Inc. was created as a vehicle to conduct a "roll-up" acquisition in the light industrial staffing industry. This sector of the staffing industry has seen a significant revenue decline of approximately 25% due to COVID-19. This phenomenon is not surprising, since temporary positions have historically been the first and easiest to eliminate in the face of "lockdowns" and "slow-downs". Large temporary staffing clients deploy temporary staffing as part of their human capital strategy to remain agile, especially in uncertain economic climates. We believe it is time for the light industrial staffing industry to become more agile as well. Our intention is that Industrial Human Capital, Inc. will be able to leverage the ShiftPixy mobile human capital management technology to consolidate disparate and antiquated legacy operating platforms and assure rapid continuity and elevated employee engagement on a new, state of the art, on-demand labor platform. 4 We also believe that the current decline in revenues in the light industrial temporary staffing sector presents a highly favorable buying opportunity, with many acquisition targets being valued at low or distressed levels, or at levels below those typically commanded by publicly traded companies. We believe that, through Industrial Human Capital, Inc., we have an immediate, unique opportunity to consolidate a national footprint of struggling light industrial staffing companies ahead of a market rebound post COVID-19, and to enhance the value of these acquisitions through a mutually beneficial relationship with ShiftPixy. While we are an entirely separate company from ShiftPixy with a fully independent Board, (and no overlapping directors aside from our CEO, Scott Absher), we believe that we will benefit in the future from entering into a contractual relationship with ShiftPixy whereby we gain access to ShiftPixy s technology platform and human capital management resources and expertise, which we anticipate will provide significant service level enhancements to our future clients at favorable pricing and favorable operating costs for the Company. As set forth above, any contracts between the Company and ShiftPixy will be negotiated on an arms -length basis, and will be subject to Board approval. After the initial business combination, we hope to create synergies and improve financial results through the elimination of redundant overhead costs, coupled with cost savings expected by using a more automated on-demand labor platform and cost savings from reduced workers compensation premiums resulting from a larger employee platform and more widely spread risk exposure (depending upon applicable state laws). Our acquisition strategy will leverage our team s network of potential transaction sources where we believe a combination of our relationships, knowledge, and experience in our intended target sector could effect an appropriate initial business combination and result in a positive transformation or augmentation of the acquisition target companies. Our management team, led by Mr. Absher, has experience: Operating companies, establishing and revising strategies, and identifying, mentoring, and recruiting talent in our intended target industries; Developing and growing companies, both organically and inorganically; Sourcing, structuring, acquiring, and selling businesses and achieving synergies to create stockholder value; Fostering relationships with sellers, capital providers and target management teams; and Accessing the capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership. We believe there are a large number of companies providing light industrial services that can benefit from the above expertise, with opportunities for significant value creation upon completion of a business combination and a public listing for the combined target companies. We also believe that businesses providing industrial staffing services will eventually benefit from attractive economic and industry trends, post COVID-19. We anticipate that market forces will be mixed in the near term from the combination of continued COVID-19 related factors that are depressing the market and the anticipated increase in demand that is likely to follow the lifting of pandemic restrictions. Following the completion of this offering, we intend to begin the process of communicating with our management team s network of relationships to articulate the parameters for our search for potential candidates to combine into a target initial business combination. Competitive Strengths We intend to capitalize on the following competitive advantages in our pursuit of a target company or companies: Leadership of an Experienced Management Team. We believe our management team will provide us with a significant pipeline of opportunities from which to evaluate potential business combinations. Our management team provides a combination of a proprietary sourcing network and deep industry, mergers and acquisition, and capital markets expertise. 5 Our management team is led by Scott W. Absher, the co-founder and CEO of our sponsor s corporate parent, ShiftPixy, Inc., a Nasdaq-listed company that combines a traditional staffing services business model with developed technology to address underserved markets containing predominately lower wage employees with high turnover, including the light industrial, services, and food and hospitality markets, as well as other industries that utilize higher paid employees on a temporary or part-time basis, including the medical/nurse staffing industry. Mr. Absher has managed numerous merger and acquisition transactions over a career that has spanned decades, and his deep knowledge of the staffing industry and its many drivers was foundational to the design of ShiftPixy s digital architecture. Mr. Absher is also a veteran executive officer of small to midcap publicly traded companies with substantial experience raising significant amounts of capital through private equity, PIPE investments, and underwritten public offerings. Mr. Absher has also managed or provided senior level sales, marketing and consulting services to technology, insurance and investment companies, giving him a unique background ideally tailored to our rollup strategy. Mr. Absher is the driving force behind our rollup strategy. We believe that his business acumen and experience, which demonstrate his ability to identify opportunities and enhance value, will help facilitate our business acquisition strategy. Our Chief Financial Officer, Domonic J. Carney, has nearly thirty years of finance and accounting experience, including the last fifteen years as a CFO responsible for financing and building publicly traded companies with high levels of organic and acquisition driven growth. Mr. Carney s experience includes extensive SEC reporting, financial and operational systems evaluation, documentation, and integration, internal control implementation and development, and mergers and acquisition activities. Some of Mr. Carney s career highlights include overseeing the integration of an acquired SAAS company that resulted in a 10X customer multiple to the acquiror, and the integration of an acquired international wind turbine manufacturer and wind farm operator that increased the acquiror s revenues by 3X. Mr. Carney has also established finance and operational internal control structures for companies that helped facilitate organic growth from pre-revenue to revenues in excess of $500 million. We believe that Mr. Carney brings a unique experience to oversee the Company s accounting and financial reporting matters through a wealth of experience in SEC reporting, finance, accounting, and building and integrating internal control structures in high growth environments which will provide accurate and reliable financial and operations reporting and internal control structures for successfully acquired domestic and international acquisition targets. Robert S. Gans, our General Counsel, joined our sponsor s corporate parent, ShiftPixy, Inc., with thirty years experience as an attorney, the bulk of which has been spent as a litigator and trial lawyer specializing in the areas of securities fraud, corporate governance and accountants liability. Mr. Gans s trial experience ranges from having successfully defended a former "Big 8" accounting firm against a claim of fraud, to serving as lead counsel in a case in which he obtained only the third securities fraud class action verdict obtained on behalf of plaintiffs following the enactment of the Private Securities Litigation Reform Act of 1995. As General Counsel of ShiftPixy, Mr. Gans applies his extensive experience as a complex litigator to overseeing the Company s legal functions, and to providing advice and risk assessment regarding the Company s business and operations, including its various fiduciary, reporting and disclosure obligations arising from its status as a publicly traded entity. We believe that Mr. Gans s legal expertise in financial reporting and corporate fiduciary matters will prove invaluable in evaluating acquisition targets and ensuring a smooth business combination process. Access to established and proven technology solution. We believe the business relationships with our sponsor s corporate parent, ShiftPixy, Inc., will provide significant value enhancement to acquisition targets from both daily human capital management and cost efficiency perspectives. The human capital technology solution allows for rapid scaling and consistent management of the back office human capital management, billings, and worker scheduling fulfillment and allows staffing companies to become masters of contingent human capital needs within their operating niches. 6 Established Deal Sourcing Network. We believe the strong track record of our management team will provide access to quality initial business combination partners. In addition, through our management team, we believe we have contacts and sources from which to generate acquisition opportunities and possibly seek complementary follow-on business arrangements. These contacts and sources include those in private and public companies, private equity and venture capital funds, investment bankers, attorneys and accountants. While ShiftPixy is under no contractual obligation to provide assistance to us in sourcing an initial business combination, we believe it is likely that certain ShiftPixy personnel, in addition to Messrs. Absher, Carney and Gans, will play a role in the Company s acquisition efforts. Status as a Publicly Listed Acquisition Company. We believe our structure will make us an attractive business combination partner to prospective target businesses. As a publicly listed company, we will offer a target business an alternative to the traditional initial public offering process. We believe that some target businesses will favor this alternative, which we believe is less expensive, while offering greater certainty of execution, than the traditional initial public offering process. During an initial public offering, there are typically underwriting fees and marketing expenses, which would be costlier than a business combination with us. Furthermore, once a proposed business combination is approved by our stockholders (if applicable) and the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter s ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe our target business will have greater access to capital and additional means of creating management incentives that are better aligned with stockholders interests than it would as a private company. This can offer further benefits by augmenting a company s profile among potential new customers and vendors and aid in attracting talented management staffs. Industry Opportunity While we may acquire a business or businesses in any industry, our focus will be on companies that provide staffing solutions in the light industrial sector in North America. We believe that our target industry is attractive for a number of reasons, including the following: Fragmentation of small and mid-sized operators negatively impacted by COVID-19. The light industrial staffing business is well known to the sponsor s management. While there are several large players in this market space, there are also a significant number of small and mid-sized companies, often owned or operated by aging owners nearing retirement age who rely on their companies to generate a significant source of income and potential retirement funds for them. Many of these operators provide services locally, are heavily reliant on a relatively small client base, and have built fixed overhead costs to support pre-COVID-19 business levels that have proven difficult to reduce with the economic downturn. We believe that the financial uncertainty created by this combination of factors will make this population amenable to competitive cash purchase offers. Lack of technology among small and mid-sized operators necessary to maximize business operations. Many of our potential acquisition targets have invested relatively little in the technology we believe to be critical to acquiring, integrating, and streamlining larger staffing operations. Based on our experience, we believe that the ability of potential targets to access ShiftPixy s technology will facilitate leaner overhead and better deployment of human capital resources, which should result in favorable sales opportunities and reduced costs. Our goal is to use this technology platform as a consistent infrastructure system which will include standardized and "best practices" billings, human capital management, and accounting systems and eliminate legacy technology dependencies. Inability of individual operators to take advantage of economies of scale due to relatively small size and fragmentation. Our acquisition targets are likely to have a relatively fixed cost structure. We believe that acquiring and consolidating these targets will present a significant opportunity to eliminate redundant costs by leveraging a unified, consistently applied fixed cost structure on a combination of operators. Our goal is to reduce redundant costs and improve the combined entity s profitability through the integration of acquired companies and the utilization of a highly leverageable technology staffing solution facilitated by ShiftPixy. 7 Reduced staffing costs of sales and administrative expenses through improved workers compensation rates and insurance costs. We believe that, depending upon the laws, rules and regulations in the various states in which we ultimately operate, the acquired staffing companies will have improved access to workers compensation and other insurance products at a lower average cost per billed staffing dollar due to the resulting larger pool of light industrial workers, as compared to individual staffing companies. Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business or businesses that do not meet these criteria and guidelines. We intend to focus on companies that provide value-added services that we believe: have market leadership positions in their respective products and services; have an attractive risk profile, including revenues under long-term contracts and/or a strong backlog of business; have attractive organic and inorganic growth opportunities which may be accelerated with our expertise and/or access to a public listing; can benefit from an improved capital structure or streamlined ownership structure; would benefit from ShiftPixy s technology solutions; and offer an attractive risk-adjusted return for our stockholders. The light industrial staffing industry is highly fragmented with many small and mid-sized operators located in every major market across the United States. We believe that many operators in this sector have taken their growth as far as possible utilizing only their own resources. We believe that COVID-19 has served as a "wake-up call" for these operators to examine critically the asset value and limited potential of their businesses as stand-alone entities, and are likely to make them motivated sellers in the current economic climate. We anticipate that our primary business combination targets will average over $100 million in sales and be leaders in their local markets. Our goal is to implement a "roll-up" strategy to form a consolidated, national footprint from this collective of regional operators, which will operate under a new national brand that will be supported by the ShiftPixy human capital management platform. We expect implementation of this platform to enhance greatly the value of our acquisition targets, by providing technology that will allow them to operate more efficiently through favorable operating costs, accommodate more clients, and fill positions more easily. Once fully implemented, integration of the ShiftPixy technology platform should allow for seamless human capital management, from paperless onboarding to shift placement and worksite employee time management. We believe that this approach will assure immediate continuity of operations without requiring a reconciliation of legacy operating platforms to determine the best or surviving technology to run the newly consolidated group. We expect to be able to acquire target businesses at approximately three to four times adjusted EBITDA. Through implementation of our roll-up strategy, combined with our anticipated partnership with ShiftPixy, we expect the combined entity to yield a valuation significantly higher than the consideration paid for the individual targets due to the resultant clean balance sheet, national scale, high value clients, and deployment of superior technology. We intend to seek targets with an aggregate combined enterprise value of approximately $750 million to $2.0 billion, based upon widely accepted valuation standards and methodologies. We believe targeting companies in this "middle market" will provide the greatest number of opportunities for investment. 8 These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that from time to time our management may deem relevant. In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews and inspection of facilities, as applicable, as well as a review of financial and other information that will be made available to us. Initial Business Combination NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to NYSE rules, any initial business combination must be approved by a majority of our independent directors. We are not prohibited from consummating an initial business combination with an entity that is affiliated with the representative, our sponsor, officers or directors, provided, however, that, pursuant to our amended and restated certificate of incorporation, if we do, we, or a committee of our independent directors, must obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. 9 The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Further, our sponsor s corporate parent, ShiftPixy, is not formally constrained in any way from pursuing acquisitions or business combinations that could be suitable transactions for us. While we do not believe it is likely that ShiftPixy will compete against us for suitable acquisition targets based upon our management s understanding of ShiftPixy s current business model, it is possible that a potential business combination could arise that would be suitable for us and ShiftPixy, giving rise to a conflict of interest. If such a circumstance were to occur, we anticipate that our board of directors would recuse any conflicted members of our management from taking any role in the consideration of such a transaction and, to the extent necessary, retain appropriate qualified, non-conflicted personnel to advise us in accordance with the provisions of our amended and restated certificate of incorporation relating to transactions with affiliates. Such an eventuality could increase the costs associated with evaluating a target business. Our board of directors has established a code of ethics that includes a conflict of interest policy intended to ensure timely disclosure and avoidance of activities and relationships that conflict with the interests of the Company. Please see the sections of this prospectus entitled "Management — Code of Ethics" and "Certain Relationships and Related Party Transactions — Related Party Policy" for additional information. Sourcing of Potential Initial Business Combination Targets All of our officers are employed by our sponsor s corporate parent, ShiftPixy, and as a result, are continuously made aware of potential business opportunities in the light industrial staffing industry, one or more of which we may desire to pursue for an initial business combination; we have not, however, selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Members of our management team have spent significant portions of their careers working with businesses in the staffing services industry and have developed a wide network of professional services contacts and business relationships in that industry. The members of our board of directors also have significant executive management and public company experience and bring additional relationships that further broaden our industry network. This network has provided our management team with a flow of referrals that have resulted in numerous transactions. We believe that the network of contacts and relationships of our management team will provide us with an important source of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banks, consultants, accounting firms and large business enterprises. Members of our management team and our independent directors will directly or indirectly own founder shares and/or placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. In addition, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. As discussed above, however, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors are sponsoring three other special purpose acquisition companies similar to ours and may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Specifically, on April 29, 2021, our sponsor announced the filing of registration statements relating to proposed initial public offerings of the following four special purpose acquisition companies: (i) Vital Human Capital, Inc., which proposes to raise $150 million to acquire one or more healthcare staffing companies; (ii) TechStackery, Inc., which proposes to raise $150 million to acquire one or more technology staffing companies; and (iii) Firemark Global Capital, Inc., (previously named Insurity Capital, Inc.), which proposes to raise $150 million to acquire one or more commercial insurance company "shells" licensed to conduct business throughout the United States. As detailed below, it is anticipated that the board of directors of each of these entities will be comprised of the same individuals, and that Messrs. Absher, Carney, and Gans will serve as the Chief Executive Officer, Chief Financial Officer, and General Counsel of each entity, respectively. We do not believe, however, that this overlap in corporate governance gives rise to any theoretical or actual conflict of interest with respect to Vital Human Capital or TechStackery, since each of these entities intends to target business combinations in different segments of the staffing industry than those targeted by our Company. We also do not believe this overlap gives rise to any theoretical or actual conflict of interest with respect to Firemark Global Capital, which is targeting one or more insurance shell companies for the purpose of supplying favorably priced workers compensation and related insurance to employers, including our Company, TechStackery, and Vital Human Capital. Accordingly, while any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Our certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Please see the section of this prospectus entitled "Management—Conflicts of Interest" for additional information. Corporate Information Our executive offices are located at 501 Brickell Key Drive, Suite 300, Miami, FL 33131, and our telephone number is 888-798-9100. 10 We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th. 11
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001855351_sagaliam_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001855351_sagaliam_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c0c21f820284dc062922de9e2629842f7381f5e3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001855351_sagaliam_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1 Risk Factors 32 Cautionary Note Regarding Forward-Looking Statements 62 Use of Proceeds 63 Dividend Policy 67 Dilution 68 Capitalization 70 Management s Discussion and Analysis of Financial Condition and Results of Operations 71 Proposed Business 77 Management 105 Principal Stockholders 114 Certain Relationships and Related Party Transactions 117 Description of Securities 120 Material U.S. Federal Income Tax Considerations 131 Underwriting 139 Legal Matters 147 Experts 148 Where You Can Find Additional Information 149 Index to Financial Statements F-1 You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus. No offer to sell or solicitation of an offer to buy any securities is being made by anyone in any jurisdiction in which such offer or solicitation is not authorized or is unlawful. i Prospectus Summary This summary highlights the more detailed information appearing elsewhere in this prospectus. Before making any investment decision, you should
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001855450_lava_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001855450_lava_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ef5e94ca07a769a9d0b0c67db04de548f045979e
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001855450_lava_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to we, us, our, company, or our company are to LAVA Medtech Acquisition Corp., a Delaware corporation and references to: amended and restated certificate of incorporation are to our certificate of incorporation to be in effect upon completion of this offering; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering and, unless the context otherwise requires, our Class A common stock issued upon conversion thereof as provided herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our officers and directors, and directors are to our current directors and director nominees; common stock are to our Class A common stock and our Class B common stock, collectively; equity-linked securities are to any securities of our company which are convertible into, exchangeable for, or exercisable for common stock of our company; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a public stockholder shall only exist with respect to such public shares; sponsor are to LAVA Medtech Sponsor LP, a Delaware limited partnership; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; and, Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly incorporated blank check company, incorporated on March 31, 2021, as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target, currently do not have any specific business combination under consideration and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Although we may pursue an acquisition in any industry or geography, we intend to capitalize on the ability of our management team to identify, acquire and operate a business that may provide opportunities for attractive risk-adjusted returns. As such, we intend to focus our investment efforts on TABLE OF CONTENTS If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant(2) 11,500,000 Units $ 10.00 $ 115,000,000 $ 10,661 Shares of Class A common stock included as part of the units(3) 11,500,000 Shares (4) Redeemable warrants included as part of the units(3) 5,750,000 Warrants (4) Shares of Class A common stock underlying warrants included as part of units 5,750,000 Shares $ 11.50 66,125,000 $ 6,130(5) Total $ 181,125,000 $ 16,791 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the Securities Act ). (2) Includes 1,500,000 units, consisting of 1,500,000 shares of Class A common stock and 750,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Calculated pursuant to Rule 457(g) under the Securities Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS industries that complement our management team s background within healthcare and healthcare-related industries, primarily in the United States and Canada. Specifically, we intend to prioritize innovative, development- or early commercial-stage companies focused on clinically-impactful and high growth opportunities within medical devices, diagnostics, and digital health (comprehensively referred to as MedTech ), which we believe are opportunity-rich, but somewhat overlooked areas relative to the strategies of most other blank check companies currently outstanding, particularly those focused on the healthcare sector. We believe our management team s decades of relevant operational and healthcare venture investing background is substantial and can have a transformative impact on a target MedTech business. Within the MedTech sector, we believe our management team is uniquely positioned to identify attractive company opportunities for investment. Our team, which has been investing together for approximately fifteen years, has developed significant MedTech expertise and demonstrated meaningful investment success across a wide number of now public and acquired MedTech companies, including: MAKO Surgical (IPO, subsequently acquired by Stryker); Inspire Medical (NYSE: INSP); Axonics (Nasdaq: AXNX); Spirox (acquired by Entellus Medical); Entellus Medical (acquired by Stryker); Avedro (IPO, subsequently acquired by Glaukos); ev3 (acquired by Covidien/Medtronic); U-Systems (acquired by GE Healthcare); Xlumena (acquired by Boston Scientific); ENTrigue Surgical (acquired by Arthrocare/Smith & Nephew), Tornier (acquired by Wright Medical); Wright Medical (acquired by Stryker); Xomed Surgical (acquired by Medtronic); Outset Medical (Nasdaq: OM); and Silk Road Medical (Nasdaq: SILK), among others. We will utilize our broad and proprietary professional network, cultivated over two-decades of experience investing in, operating, and growing MedTech businesses, to identify high-quality suitable investment opportunities, beyond the large number of targets already known to us. Once identified, we will utilize a highly selective and strategic investment process, as we historically have done with our venture and growth equity investments, which focuses on assessing and prioritizing promising and unique targets. Our sponsor is an affiliate of Lumira Ventures ( Lumira ), a leading North American healthcare venture capital firm with a two-decade track record of successfully investing in medical technologies, digital health, and biotechnology companies whose products have the potential to transform the lives of patients worldwide while lowering the cost of healthcare delivery. In addition to our own MedTech sector expertise and deep relationships with executives, advisors, investors, corporate partners, and other intermediaries, we intend to leverage the broad Lumira platform, including its in-house team, additional long-standing industry relationships, extensive public markets experience, and proprietary database of over 12,000 curated healthcare investment opportunities, to effect a business combination with an attractive target and to position it for long-term shareholder value creation in the public markets. We are a portfolio investment of Lumira Ventures IV L.P. and, as a result, expect to receive access to Lumira s infrastructure, in-house personnel, network and relationships consistent with the support Lumira provides to each of its other portfolio investments. Such support will include not only the Lumira team members who are part of our management team, but also Lumira s other investment professionals. Lumira Ventures Lumira Ventures was founded in 2007 after its management spun-out from and acquired MDS Capital, a corporate venture capital group established in 1989. Lumira has built a track record as a leading North American healthcare venture capital firm, investing in innovative companies across the healthcare landscape. Lumira is the largest healthcare venture capital firm in Canada (by assets under management and size of team), and one of the most active healthcare investors in the U.S., often in geographies which have not historically been the focus of most healthcare venture capital firms. The firm has one of the industry s most active MedTech investment teams, with a proven track record of TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 15, 2021 PRELIMINARY PROSPECTUS $100,000,000 LAVA Medtech Acquisition Corp. 10,000,000 Units LAVA Medtech Acquisition Corp. is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. Only whole warrants are exercisable. The warrants will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriters a 45-day option to purchase up to an additional 1,500,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares throughout this prospectus, subject to the limitations described herein. If we have not completed our initial business combination within 18 months from the closing of this offering we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, LAVA Medtech Sponsor LP, a Delaware limited partnership (which we refer to as our sponsor throughout this prospectus) has committed to purchase an aggregate of 7,500,000 warrants (or 8,175,000 warrants if the underwriters over-allotment option is exercised in full) at a price of $1.00 per warrant ($7,500,000 in the aggregate or $8,175,000 in the aggregate if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each private placement warrant is exercisable to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as provided herein. Prior to this offering, our sponsor purchased 2,875,000 shares of our Class B common stock (up to 375,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). We refer to these shares of Class B common stock as the founder shares throughout this prospectus. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of the business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of share of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, 20% of the sum of the total number of all shares of common stock outstanding upon completion of this offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business TABLE OF CONTENTS identifying and building emerging sector leaders into high-value public companies and successful M&A acquisition targets for strategic counterparties. Lumira s MedTech investment team has reviewed approximately 1,200 MedTech companies since 2007 and has backed category leaders to high-multiple exits throughout market cycles. In 2021, with strong support from existing and new investors, the firm raised its newest life sciences fund, Lumira Ventures IV. We do not have a contractual relationship with Lumira. As a result, Lumira could choose not to provide assistance to us, to provide less assistance than we request or to provide only certain types of assistance. Notwithstanding the lack of a contractual relationship, we believe that Lumira will provide us the various services indicated above for the following reasons. First, the management team of Lumira, as the general partner and manager of Lumira Ventures IV LP (which owns our sponsor and provides our risk capital), has a fiduciary duty to provide support to all of the portfolio companies, including us. Lumira receives a management fee from Lumira Ventures IV LP for these services, as stipulated in Lumira Venture IV LP s governance documents. As a result, Lumira s employees have a contractual duty to operate in the best interests of Lumira Venture IV LP and its portfolio companies, including providing consulting and other services to companies in which such fund has invested, including us. Second, the in-house Lumira team regularly assists its portfolio company management teams by providing business, financial, scientific, engineering, intellectual property, regulatory, recruiting and deal making advice and often takes a hands-on approach to helping portfolio companies develop strategic plans and drive stockholder value. This input includes serving on the board of directors of portfolio companies, as is the case with us. Third, in addition to the contractual obligations indicated above, the employees of Lumira have a financial incentive to provide us strategic and operational input to help ensure our success. As is typical with venture funds, the Lumira team has the opportunity to earn an industry-standard share of Lumira Venture IV LP s financial returns and ultimate success, commonly referred to as carried interest. The full Lumira team is aligned to contribute to our success. Finally, four members of our management team are senior members of the Lumira team. Our President Gerry Brunk and our Executive Vice President, Daniel Hetu, are both co-founders and Managing Directors of Lumira. Our Chief Financial Officer, Vasco Larcina, is Chief Financial Officer of Lumira Ventures. Our board nominee Peter van der Velden is a co-founder and Managing General Partner of Lumira Ventures. Dr. Natale, our Chief Executive Officer and a Director, was previously a partner at MDS Capital, Lumira s predecessor firm, from 2002 to 2006. Dr. Natale is currently a Managing Partner at Aperture Venture Partners, and has been since 2010. Our management team has a history of working and investing together in private and public healthcare companies. See Management for more information. Lumira s goal is to partner with entrepreneurs to build companies, from the seed through growth stages, whose products deliver significant improvements in the daily lives of patients worldwide while simultaneously lowering the cost of healthcare delivery. The Lumira team has backed dozens of transformative North America-based healthcare companies that have delivered more than 30 approved therapies for patients, impacting the lives of over 1 billion patients worldwide and generating more than $75 billion in cumulative revenue. Guided by a senior team of healthcare investment professionals who average over 27 years of industry experience, Lumira s team has invested in more than 100 healthcare companies via multiple funds and today oversees more than $500 million of assets under management. The firm has an in-house team of 19 investment professionals, back-office personnel and advisors and venture partners located in offices in Toronto, Boston, Montreal and Vancouver. Our Lumira Ventures team includes five partners, two principals, four associates and analysts, five venture partners and senior advisors, and three finance and operations professionals. Together, the Lumira Ventures team has seven PhDs, three MDs, and seven MBAs represented. Investors in its venture funds include sovereign wealth funds, pension plans, asset management firms, foundations, family offices and corporate strategic investors. TABLE OF CONTENTS combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination. Holders of the Class B common stock will have the right to elect all of our directors prior to our initial business combination. On any other matter submitted to a vote of our stockholders, holders of the Class B common stock and holders of the Class A common stock will vote together as a single class, except as required by applicable law or the applicable exchange rules then in effect. Currently, there is no public market for our units, Class A common stock or warrants. We intend to apply to list our units on the Nasdaq Global Market ( Nasdaq ) under the symbol LVACU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless RBC Capital Markets, LLC (the Representative ) informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols LVAC and LVACW, respectively. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 36 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 100,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 5,500,000 Proceeds, before expenses, to us $ 9.45 $ 94,500,000 (1) Includes $0.35 per unit, or $3,500,000 (or up to $4,025,000 if the underwriters over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also Underwriting for a description of compensation and other items payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $102,500,000 or $117,875,000 if the underwriters over-allotment option is exercised in full ($10.25 per unit), will be deposited into a U.S.-based trust account at Morgan Stanley, with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (iii) the redemption of all of our public shares if we have not completed our initial business combination within 18 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. RBC Capital Markets , 2021. TABLE OF CONTENTS Management Team and Board of Directors Our management team is led by Dr. Anthony Natale, our Chief Executive Officer and a Director; Richard Dick Emmitt, our Chairman and Director Nominee; Gerry Brunk, our President and a Director; Dr. Daniel H tu, our Executive Vice President; and Vasco Larcina, our Chief Financial Officer. Our management team is further supported by our board of directors including Peter van der Velden and Fritz A. LaPorte, who are Director Nominees. Our management team and directors have worked and invested together continuously for approximately 15 years. Management Team Anthony Tony Natale, MD, MBA, our Chief Executive Officer and a Director, has over 20 years of experience in healthcare venture capital and MedTech entrepreneurship as a physician, inventor, founder, operator, and investor. As a Managing Partner at Aperture Venture Partners since 2010, Dr. Natale focuses on identifying and investing in high-potential MedTech companies. He works alongside entrepreneurs to build out management teams, establish effective corporate governance, and implement successful product development, commercialization, and exit strategies. Prior to Aperture, Dr. Natale was a partner at Prism VentureWorks from 2006 to 2010, and MDS Capital, Lumira s predecessor firm, from 2002 to 2006, where he made and managed investments in the MedTech sector. He has held pivotal roles at venture-backed healthcare companies throughout his career, including currently as Executive Chairman at ENT Specialty Partners and Acting Chief Executive Officer at XII Medical, and previously as co-founder and / or founding investor at MAKO Surgical (IPO, subsequently acquired by Stryker), Avedro (IPO, subsequently acquired by Glaukos), ENTrigue Surgical (acquired by Arthrocare/Smith & Nephew), Xlumena (acquired by Boston Scientific), and Spirox (acquired by Entellus Medical), and as an investor in many additional companies that have had successful exits, including Inspire Medical (NYSE: INSP), Axonics (Nasdaq: AXNX), BioHaven (Nasdaq: BHVN), Otonomy (Nasdaq: OTIC), and Entellus Medical (acquired by Stryker). Dr. Natale currently serves on the board of directors of Venus Concept Inc. (Nasdaq: VERO) Dr. Natale trained in general surgery and otolaryngology/head and neck surgery at the University of Connecticut and Hartford Hospital. He received his BA from the University of Virginia, MD from the University of Florida, and MBA from Yale University. Richard Dick Emmitt, MBA, our Chairman and Director Nominee, is widely regarded as one of the most experienced and successful investors in the medical device industry. Mr. Emmitt is a Senior Partner of InnovaHealth Partners, a New York-based private equity firm focused on the MedTech industry. He also is a General Partner and a co-founder in 1988 of The Vertical Group, a New Jersey-based MedTech focused investment firm. Mr. Emmitt s background includes all stages of private equity, venture capital, and pubic equity markets. Among his former investments and board of director memberships are companies in virtually all major sectors of the MedTech industry: American Medical Systems (acquired by Endo Pharma and now a part of Boston Scientific); ENTrigue Surgical (acquired by Arthrocare/Smith & Nephew); ev3 (acquired by Covidien/Medtronic); Galil Medical (acquired by BTG/Boston Scientific); Lifecell (acquired by KCI); OsteoBiologics (acquired by Smith & Nephew); SciMed Life Systems (acquired by Boston Scientific); Tornier (acquired by Wright Medical); Velocimed (acquired by Saint Jude); Wright Medical (acquired by Stryker); and Xomed Surgical (acquired by Medtronic). Additionally, his investments also include Outset Medical (Nasdaq: OM) and Silk Road Medical (Nasdaq: SILK). Prior to his career as a venture capital and private equity investor, Mr. Emmitt was an investment analyst recognized as one of the leading experts on the health care industry by Institutional Investor Magazine. Mr. Emmitt received a BA in Economics from Bucknell University and an MBA from The Rutgers School of Business. TABLE OF CONTENTS Gerry Brunk, MBA, our President and a Director, is a Managing Director and Co-head of the MedTech practice at Lumira. With over 28 years of investment, consulting and entrepreneurial experience in the healthcare industry, Mr. Brunk has helped build MedTech and biotech companies at all stages of development. He manages Lumira s Boston office, which he established when he joined MDS Capital in 2002. Mr. Brunk has been responsible for Lumira s investments in Bardy Diagnostics (acquired by Hillrom), MAKO Surgical (IPO, subsequently acquired by Stryker), Cardiac Dimensions, Corvia Medical, Endotronix, HistoSonics, KAI Pharmaceuticals (acquired by Amgen), Pharmasset (acquired by Gilead Sciences), Satsuma Pharmaceuticals (Nasdaq: STSA) and Engage Therapeutics (acquired by UCB), among others. Prior to joining Lumira, Mr. Brunk was an entrepreneur in the life sciences sector, founding and serving in a variety of management and board capacities at several venture capital-funded companies. Earlier in his career, he was an engagement manager in The Boston Consulting Group s healthcare practice, where he advised pharmaceutical and MedTech companies on strategic and operational issues including portfolio management, new product launches, R&D productivity, mergers and acquisitions. Mr. Brunk began his career as a member of the investment banking group of Credit Suisse First Boston where his clients included both public and private healthcare companies. He serves on the Board of Directors of Southeast Life Sciences, the review board of the Ivy Foundation Biomedical Innovation Fund at the University of Virginia, and is a mentor for the Stanford University Biodesign program. He received his BA from the University of Virginia and MBA from Stanford University Graduate School of Business. Daniel Hetu, MD, MBA, our Executive Vice President, is a Managing Director and Co-head of the MedTech practice at Lumira, and has been since 2007.With over 20 years of investment banking, corporate development, and licensing and investment experience, Dr. H tu has been involved with life sciences companies at all stages of development in North America and overseas. He manages Lumira s Montreal office and has invested in and served on the boards of numerous companies, including OpSens Medical (TSX: OPS), U-Systems (acquired by GE Healthcare), Cardiac Dimensions, IMV (TSX: IMV), Resonant Medical (acquired by Elekta) and XyloCor Therapeutics. As an experienced senior executive with expertise in financing and corporate business development, Dr. H tu previously spent 10 years at Shire Pharmaceuticals and at Biochem Pharma prior to its acquisition by Shire. As Vice President of Business Development (North America) and Vice President of Corporate Development, he led several financing, licensing and M & A transactions in the therapeutics, vaccine, and diagnostics sectors. Prior to joining Biochem Pharma, Dr. H tu was an investment banker at Burns Fry (now BMO Nesbitt Burns) where he was involved in M&A and financing transactions across various industrial sectors. He received his MD from Universit de Sherbrooke and MBA from HEC Montr al. Vasco Larcina, CPA, CA, our Chief Financial Officer, has over 20 years of senior financial management and audit experience. He is Chief Financial Officer at Lumira where he is responsible for the financial management of the firm and the investment funds it manages, and has been since the firm s inception in 2007. Mr. Larcina oversees financial and legal operations, ensuring that the appropriate controls are in place to manage the activities of Lumira and its managed funds through the strategic evaluation, development and implementation of financial policies, systems and procedures developed in consideration of external reporting, risk, and governance, as well as, regulatory and tax compliance. Prior to joining Lumira, Mr. Larcina worked as an external auditor with KPMG and has gained internal audit and operational audit experience with Enbridge Gas Distribution, a regulated public utility company, where he provided the internal control input for a major customer information system development project. He received his HBA from the Ivey School of Business at the University of Western Ontario and is a member of the Chartered Professional Accountants of Ontario. TABLE OF CONTENTS Director Nominees Peter van der Velden, MBA, MSc., one of our Director Nominees, is a venture capital veteran, who for the past 31 years has been involved in building innovative, technology-centric companies from start-up through to expansion. In 2005, he joined MDS Capital as Chief Executive Officer and after restructuring the firm, he led its subsequent buyout from MDS Laboratory Services. Mr. van der Velden has invested in and helped to build MedTech and biotech companies at all stages of development. He joined Lumira in 2007 and is based in Toronto, Canada. Mr. van der Velden is currently Lumira s Managing General Partner, responsible for the day-to-day operations of the business, fund raising, and human resources. Along with Mr. Brunk, Mr. van der Velden has been responsible for Lumira s investments in Bardy Diagnostics and HistoSonics. He led or managed the firm s investments in Alveolus (acquired by Merit Medical), Spinal Kinetics (acquired by Orthofix), Aurinia Pharmaceuticals (Nasdaq: AUPH), Forbius (Acquired by Bristol Myers Squibb) and his is currently on the boards of Exact Imaging, AmacaThera, Edesa Biotech (Nasdaq: EDSA), and Medexus Pharmaceuticals (TSXV: MDP.V) Mr. van der Velden is a frequently solicited lecturer at universities and conferences on themes related to venture capital, innovation and healthcare. He has actively worked with the Canadian Federal and Provincial governments on policy matters related to venture capital and healthcare innovation. In addition to investee company board roles, he has been very active on a wide variety of stakeholder and industry boards and advisory groups, including as, President and Chairman of the Canadian Venture and Private Equity Association. Mr. van der Velden s past board and advisory roles include: the Ontario Health Innovation Council, the World Health Innovation Network, the SickKids Commercialization Advisory Board, the Office of the Chief Health Innovation Strategist, the Ontario Scale-up Vouchers Program, and Life Sciences Ontario. Prior to joining Lumira, Mr. van der Velden ran a boutique merchant bank (Fusion Capital Partners), was a partner in a buyout partnership (Bedford Partners) and served as Vice President Business Development for a venture capital-backed drug delivery company, Hyal Pharmaceutical Corp. He started his career with Connaught Laboratories, Inc., a Canadian vaccine manufacturer, and from there transitioned to an investing role at Vencap Equities Alberta Ltd., a venture capital firm. Mr. van der Velden received his MBA from the Schulich School of Business and his M.Sc. and B.Sc from Queen s University. Fritz A. LaPorte, one of our Director Nominees, is a Partner at Dovere Advisory Group, LLC, which he co-founded in October 2014 to guide earlier stage, growth companies, primarily operating in the medical devices and healthcare sectors, in creating and sustaining value while concurrently reducing risk. Mr. LaPorte co-founded MAKO Surgical, an orthopedic surgical robotics company, in November 2004, and served as Senior Vice President, Chief Financial Officer, and Treasurer through its IPO and eventual acquisition by Stryker in 2013. Mr. LaPorte subsequently served as Vice President and Chief Financial Officer of Stryker Corporation Stryker MAKO Business Unit from December 2013 to June 2014 to assist in the integration of MAKO into Stryker. He also sits on the board of directors at Venus Concept Inc. (Nasdaq: VERO), a leading medical aesthetics company, where he also serves as Audit Committee Chair, and Holy Cross Hospital in Fort Lauderdale, Florida where he also serves as a member of the finance committee. Mr. LaPorte holds a BBA in Accounting from Florida Atlantic University. Past performance of our management team and its affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate, or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team or its affiliates as indicative of our future performance. None of our TABLE OF CONTENTS officers or directors has had experience with special purpose acquisition companies. In addition, for a list of members of our management team and entities for which a conflict of interest may or does exist between such persons and the company, as well as the priority that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under Management Conflicts of Interest . Business Strategy Our acquisition and value creation strategy is to identify, acquire, and, after our initial business combination, build a company in the public markets that complements the experience and expertise of our management team and of Lumira to build long-term stockholder value. We will also apply the expertise of our management team and sponsor to provide us with a distinctive competitive advantage in sourcing and cultivating high quality targets. Key components of our business strategy include: Focus on white-space opportunity with limited competition: Few healthcare SPACs are exclusively focused on MedTech and we believe we are appropriately-sized to target very promising pre-public companies generally not suitable for competing SPACs, many of which are capitalized at a level we believe limits the pool of emerging, high-growth companies they can acquire at attractive valuations. Utilize proprietary industry knowledge to curate promising targets: We will leverage longstanding, active relationships with company management teams, boards, and investors to identify a shortlist of high-quality potential targets within the MedTech space. We believe our network, reputation and existing target pipeline will enable timely target identification, negotiation and closing. Leverage management experience and full resources of the Lumira platform to build a high-value company: Our broader team possesses a multi-decade track record of investing together to build high-value, category-leading private and public MedTech companies. We will capitalize on their experience to drive stronger operational performance at our target company post-combination. Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that: Addresses significant unmet clinical needs and/or achieves cost reductions in large and growing markets; Demonstrates early commercial traction, or a clear path to near-term commercial launch; Possesses high gross margin potential; Has highly differentiated competitive advantages with robust intellectual property protection; Is led by a strong, public-ready management team with demonstrated track record of value creation; Is an actionable target with an aligned board and investor syndicate; Articulates compelling use of proceeds and public equity growth capital; and Has multiple catalysts for value creation after de-SPACing combination. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines TABLE OF CONTENTS as well as on other considerations, factors, and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. MedTech Market Opportunity We believe the MedTech sector, and its medical devices, diagnostics, and digital health sub-sectors, represent an attractive target market given its size, growth profile, concentration of breakthrough technological innovations, favorable demographics, and target-rich environment of high quality pre-public companies. Our focus on MedTech allows us to capitalize on the unique, sector-specific investing experience of our management team and we believe this industry is attractive for a number of reasons: Large and Growing Market Opportunity: The healthcare industry represents a massive market opportunity. Total U.S. national health expenditure exceeded $3.8 trillion in 2019, and the Center for Medicare and Medicaid Services estimates that total healthcare spending will nearly double to $6.2 trillion by 2028. Within MedTech, our subsectors of focus each target large addressable markets with robust growth rates. Medical devices, diagnostics, and digital health address North American market sizes of approximately $170 billion, $30 billion, and $60 billion respectively as of 2020, each poised to expand at a mid-single digit or higher compound annual growth rate in the next five years. The MedTech arena is a particularly dense sector with thousands of private companies operating in the three aforementioned subsectors as of April 2021. Area of High Innovation and Favorable Growth Drivers: The MedTech sector is rooted in research-driven innovation, with sustained R&D investment throughout the last decade that has been fueled by the rise of connected devices, growing cost constraints on the healthcare system, and increased customer demand for a more patient-centered healthcare experience. In 2019, MedTech R&D grew by 11.5%, returning to pre-2008 financial crisis levels of double digit growth. Consistent innovation has allowed the sector to usher unprecedented shifts in healthcare paradigms, including the transition from minimally invasive to non-invasive surgery, the advent of next generation genetic sequencing tools that facilitate earlier diagnosis and more personalized therapeutic benefits, and the rapid adoption of telehealth and related novel care models among others. In addition, the COVID-19 global pandemic has significantly altered the healthcare services paradigm in a way that creates further opportunities which MedTech is well-positioned to exploit. In volatile and uncertain economic times, prudent investments in healthcare can be an effective defensive measure. As the healthcare landscape transforms, MedTech remains poised to respond to industry trends and accelerate its evolution. Unprecedented Market Appetite: High growth MedTech companies have been well received by the market with scarcity and strategic consolidation driving robust valuations. In the past five years, there have been only 65 MedTech IPOs compared to 273 biotech IPOs. The dearth of new, high-quality assets coming to market, coupled with an accelerating pace of M&A, has left a depleted universe of MedTech companies to which public investors can allocate capital. Such market conditions have allowed MedTech companies to command premium valuations and outperform leading indices. Following the COVID-19 driven downturn in the broader market, MedTech valuations were up 50% by August 2020 compared to January 2019; exceeding the rebound for broader composite indices such as the New York Stock Exchange and the S&P 500 (up 15% and 40%, respectively, over the same period). Publicly traded high-growth MedTech companies, that we believe share similar characteristics with the type of companies we intend to target, have traded near record multiples of approximately 12-times forward year revenue as TABLE OF CONTENTS a multiple of enterprise value as of September 2021. In a survey of 36 high growth Medtech IPOs from 2018 to 2021, the average Medtech IPO valuation was approximately $360 million. We believe that other SPACs with an offering size greater than $150 million are challenged to source deals with pre-money valuations in this range, thus limiting their target universe. Our Competitive Advantages Intimate knowledge of the target universe: Our management team and sponsor review more than 600 new investment opportunities per year. With a sharp focus on the MedTech industry, Lumira tracks opportunities from inception through later-stage financings, often following promising companies closely for multiple years. Through our management team s relationship with Lumira and an active cadence of investment discussions with potential target companies, our broader team has an expansive list of non-brokered relationships with decision makers at these companies, including their boards of directors and key shareholders. These relationships lead to proactive updates with attractive investment opportunities and regular portfolio reviews with investment peers. We believe the depth and currency of these relationships provides us with a competitive advantage in identifying promising acquisition targets, and gives us proprietary insights that can help negotiate and close a successful acquisition. Extensive experience with all phases of the investment lifecycle: Each member of the management team is an accomplished investor with an excellent track record of identifying, sourcing, and executing transactions. The team has decades of experience as entrepreneurs, operating executives, and investors in the MedTech space. Our Chief Executive Officer, Dr. Natale, has held critical roles in multiple MedTech companies and has built a portfolio of healthcare investments that achieved a cumulative aggregate exit value of over $17 billion, in the form of public monetization and strategic sales. Our Chairman, Mr. Emmitt, is widely regarded as one of the most experienced and successful investors in the medical device industry, with extensive experience across private equity, venture capital, and public equity markets. We believe the collective experience of our management team will not only facilitate a smooth combination process, but also be of meaningful value to the post-initial business combination management team by offering assistance to grow the business in the public space and create stockholder value. Proven Partners: Initially cultivated through their previous work together at MDS Capital, Lumira s predecessor firm, beginning in 2002 and continuing through many co-investments over the ensuing years, our Chief Executive Officer, Dr. Natale; our President and a Director Mr. Brunk; and Director Nominee, Mr. van der Velden have a longstanding history of successful co-investment and value creation within the healthcare sector. Our management team includes the following investment professionals who continue to work with Lumira: Gerry Brunk, Daniel Hetu, Vasco Larcina, and Peter van der Velden. Dr. Natale, our Chief Executive Officer and a Director, was previously a partner at MDS Capital, Lumira s predecessor firm, from 2002 to 2006. Dr. Natale is currently a Managing Partner at Aperture Venture Partners, and has been since 2010. Additionally, our Chairman, Mr. Emmitt, and our Chief Executive Officer, Dr. Natale, have successfully co-invested and collaborated on company development for approximately 15 years. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We will also utilize our operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee TABLE OF CONTENTS of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm, that our initial business combination is fair to our company from a financial point of view. Members of our management team may directly or indirectly own shares of our common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity and in the case of a non-compete restriction, may not present such opportunity to us at all. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. For more information on the entities to which our officers and directors currently have fiduciary or contractual obligations, please refer to Management Conflicts of Interest. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities intended to be registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we have entered into a definitive agreement regarding our initial business combination. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests TABLE OF CONTENTS or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% fair market value test. If our initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, these rules will not be applicable to us. Our amended and restated certificate of incorporation will require the affirmative vote of a majority of our board of directors, which must include a majority of our independent directors, to approve our initial business combination (or such other vote as the applicable law or stock exchange rules then in effect may require). Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company TABLE OF CONTENTS can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock that is held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th. Our executive offices are located at 303 Wyman Street, Suite 300, Waltham, Massachusetts 02451, and our telephone number is 781-530-3868. . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to invest in our securities. TABLE OF CONTENTS The Offering In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 10,000,000 units (or 11,500,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-half of one warrant. Proposed Nasdaq symbols Units: LVACU Class A Common Stock: LVAC Warrants: LVACW Proposed Nasdaq symbols Trading commencement and separation of Class A common stock and warrants The units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the Representative informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will shares of Class A common stock and warrants be traded separately until we have filed with the SEC a Current TABLE OF CONTENTS Report on Form 8-K which includes an audited balance sheet of the company reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly, and no later than four business days, after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 10,000,000(1) Common stock: Number outstanding before this offering 2,875,000(2)(4) Number outstanding after this offering 12,500,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 7,500,000(1) Number of warrants to be outstanding after this offering and the private placement 12,500,000(1) (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 375,000 founder shares. (2) Consists solely of founder shares and includes up to 375,000 founder shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. Except as otherwise specified, the rest of this prospectus has been drafted to give effect to the full forfeiture of these 375,000 founder shares. (3) Includes 10,000,000 public shares and 2,500,000 founder shares. (4) Founder shares are classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution. Exercisability Each whole warrant is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Exercise price $11.50 per share, subject to adjustment as provided herein. In addition, if we issue additional shares of common stock or TABLE OF CONTENTS equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our initial stockholders or their respective affiliates, without taking into account any founder shares held by them, as applicable, prior to such issuance) (the Newly Issued Price ), (x) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (y) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under Redemption of warrants for cash will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable 30 days after the completion of our initial business combination provided that we have an effective registration statement under the Securities Act covering the issuance of shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities or blue sky laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. TABLE OF CONTENTS Redemption of warrants for cash Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value (as defined below) over the exercise price of the warrants by (y) the fair market value and (B) 0.361 per warrant. The fair market value shall mean the average last reported sale price of shares of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. For the avoidance of doubt, no shares shall be issued TABLE OF CONTENTS when the market price of the common stock is less than the exercise price at the time of exercise. Please see the section entitled Description of Securities Redeemable Warrants Public Stockholders Warrants for additional information. Except as described below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Election of directors; voting rights Our amended and restated certificate of incorporation will provide that, prior to our initial business combination, only holders of our founder shares (our Class B common stock) will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of at least 90% of our outstanding common stock entitled to vote thereon. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by applicable law or the applicable rules of Nasdaq then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Founder shares In March 2021, our sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs on our behalf in consideration of 2,875,000 founder shares. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. As such, our initial stockholders will collectively own 20% of our outstanding shares after this offering (assuming they do not purchase any units in this offering). If we increase or decrease the size of this offering, we will effect a stock dividend, share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20% of our outstanding shares of common stock upon the consummation of this offering. Up to 375,000 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the election of directors prior to our initial business combination; TABLE OF CONTENTS the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with (x) the completion of our initial business combination and (y) a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 18 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our sponsor, officers and directors have agreed, pursuant to such letter agreement, to vote any founder shares and any public shares held by them in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 3,750,001, or approximately 37.5% (assuming all outstanding shares are voted and no exercise of the underwriter s over-allotment option), or 625,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and no exercise of the underwriter s over-allotment option), of the 10,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have such initial business combination approved (or, if the applicable rules of Nasdaq then in effect require approval by a majority of the votes cast by public stockholders, we would need 5,000,001 of public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted and no exercise of the underwriter s over-allotment option) in order to have such an initial business combination approved). the founder shares are automatically convertible into our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and the founder shares are entitled to registration rights. TABLE OF CONTENTS Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earliest to occur of: (A) one year after the completion of our initial business combination; (B) subsequent to our initial business combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after our initial business combination; and (C) the date following the completion of our initial business combination on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). We refer to such transfer restrictions throughout this prospectus as the lock-up. Founder shares conversion and anti-dilution rights We have 2,875,000 shares of Class B common stock, par value $0.0001 per share, outstanding. The shares of Class B common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination. Private placement warrants Our sponsor has committed to purchase an aggregate of 7,500,000 private placement warrants (or 8,175,000 if the underwriters over-allotment option is exercised in full) at a price of $1.00 per warrant ($7,500,000 in the aggregate or $8,175,000 in the aggregate if the underwriters over-allotment option is TABLE OF CONTENTS exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each private placement warrant is exercisable to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $102,500,000 (or $117,875,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 18 months from the closing of this offering, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will not be redeemable by us so long as they are held by our sponsor or its permitted transferees. The private placement warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $107,500,000 in proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, or $123,175,000 if the underwriters over-allotment option is exercised in full, $102,500,000 ($10.25 per unit), or $117,875,000 ($10.25 per unit) if the underwriters over-allotment option is exercised in full (including $3,500,000 (or up to $4,025,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions), will be deposited into a U.S.-based trust account at Morgan Stanley, with Continental Stock Transfer & Trust Company acting as trustee, and $800,000 will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. TABLE OF CONTENTS Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, and (iii) the redemption of all of our public shares if we have not completed our initial business combination within 18 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. Based upon current interest rates, we expect the trust account to generate approximately $102,500 of interest annually (assuming an interest rate of 0.1% per year). Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $2,200,000 in working capital after the payment of approximately $800,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Nasdaq rules require that we must complete one or more TABLE OF CONTENTS business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% fair market value test. Permitted purchases of public shares and warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares or warrants such persons may purchase. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, advisors or their affiliates determine to make any such purchases at the time of a stockholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this TABLE OF CONTENTS offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information; and (ii) to clear all trades with a designated officer prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our sponsor, directors, officers, advisors or their affiliates will be restricted from making any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.25 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the TABLE OF CONTENTS completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by applicable law or stock exchange listing requirements or we choose to seek stockholder approval for business or other reasons. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our shares of Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the TABLE OF CONTENTS requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001, after payment of the deferred underwriting commission (so that we do not then become subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination (or, if the applicable rules of Nasdaq then in effect require, a majority of the outstanding shares of common stock held by public stockholders are voted in favor of the business transaction). Unless restricted by Nasdaq rules, a quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding capital stock of our company entitled to vote at such a meeting. Unless restricted by Nasdaq rules, our initial stockholders will count toward this quorum. Pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares and any public shares held by them in favor of our initial business combination. We expect that at the time of any stockholder vote relating to our initial business combination, our initial stockholders and their permitted transferees will own at least 20% of our outstanding common stock entitled to vote TABLE OF CONTENTS thereon. These quorum and voting thresholds and the letter agreement may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternative business combination. Tendering stock certificates in connection with a tender offer or redemption rights We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. TABLE OF CONTENTS Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholders approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, which we refer to as the Excess Shares, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial stockholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public stockholder and subject to the 15% limitation in connection with any such redemption right. TABLE OF CONTENTS Redemption rights in connection with proposed amendments to our amended and restated certificate of incorporation Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity, other than amendments relating to the appointment of directors, which require the approval of holders of a majority of at least 90% of our outstanding common stock entitled to vote thereon (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders, as described herein), may be amended if approved by holders of at least 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our common stock entitled to vote thereon. In all other instances our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law, or DGCL, or applicable stock exchange rules. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), may participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). TABLE OF CONTENTS Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be disbursed directly by the trustee or released to us to pay amounts due to any public stockholders who properly exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers and directors have agreed that we will have only 18 months from the closing of this offering to complete our initial business combination. If we have not completed our initial business combination within such 18-month period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18-month time period. TABLE OF CONTENTS Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 18 months from the closing of this offering. However, if our sponsor, officers and directors acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 18 month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Limited payments to insiders There will be no restrictions on payments made to insiders. We expect that some or all of the following payments will be made to our sponsor, officers or directors, or our or their affiliates; however: none of them will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to our sponsor of a total of $5,000 per month, for up to 18 months, for office space, administrative and support services; Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and Repayment of loans which may be made by our sponsor, an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $2,000,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. These payments may be funded using the net proceeds of this offering and the sale of the private placement warrants not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. TABLE OF CONTENTS Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or our or their affiliates. Audit committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of interest Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. For more information on the entities to which our officers and directors currently have fiduciary or contractual obligations, please refer to Management Conflicts of Interest. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the trust account to below (i) $10.25 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the TABLE OF CONTENTS interest which may be withdrawn to pay our taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such eventuality. We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor to have all third parties, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. TABLE OF CONTENTS Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors in this prospectus. Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. June 30, 2021 Actual As Adjusted Balance Sheet Data: Working capital (deficiency) $ (70,363) $ 2,224,000 Total assets $ 94,363 $ 102,724,000 Total liabilities $ 70,363 $ 17,350,003 Value of Class A common stock subject to possible redemption $ $ 102,500,000 Stockholders equity (deficit) $ 24,000 $ (15,126,003) If no business combination is completed within 18 months from the closing of this offering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within such 18-month time period. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001855751_parsec_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001855751_parsec_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b5f6d11cfe4f5035364a6fd7be591214967c3d5e
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001855751_parsec_prospectus_summary.txt
@@ -0,0 +1 @@
+summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: "common stock" are to our Class A common stock and our Class B common stock, collectively; "founder shares" are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issuable upon the conversion thereof as provided herein; "initial stockholders" are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); "management" or our "management team" are to our officers and directors; "placement warrants" are to the warrants being purchased by our sponsor in the private placement; "private placement" are to the private placement of 4,125,000 placement warrants (up to 4,518,750 placement warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant, for an aggregate purchase price of $4,125,000 (up to $4,518,750 if the over-allotment option is exercised in full), which will occur simultaneously with the completion of this offering; "public shares" are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public stockholders" are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a "public stockholder" shall only exist with respect to such public shares; "public warrants" are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in this offering or thereafter in the open market); "representative" are to EF Hutton, division of Benchmark Investments LLC, who is the representative of the underwriters in this offering; "sponsor" are to Parsec Acquisitions Sponsor, LLC, a Delaware limited liability company; "underwriters" are to the underwriters of this offering, for which the representative is acting as representative; "warrants" are to our redeemable warrants, which includes the public warrants as well as the placement warrants and any warrants issued upon conversion of working capital loans to; and "we," "us," "company" or "our company" are to Parsec Capital Acquisitions Corp. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. 1 General We are a newly-organized blank check company incorporated on February 11, 2021 as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to focus on the space economy, transport, and technology industries. Our Management Team We will seek to capitalize on the experience and networks of our management team. Our team consists of seasoned and experienced professionals who have experience in equity investments, finance, business operations and management, as well as deal negotiation. We believe our team has the ability to source attractive deals and find good investment opportunities from private and public sources in their networks. Other members of our management also have extensive experience in sourcing and evaluating potential investment targets, and have developed a proprietary network of business leaders, investors and intermediaries that we believe can generate deal flow for us. Our management team is led by Patricia Trompeter, our Chairman of the Board and Chief Executive Officer, and Paul Haber, our Chief Financial Officer. Patricia Trompeter, our Chief Executive Officer, has over twenty years of experience in the financial and equity investment industry. She has completed over $17 billion of acquisitions, including transactions in the aircraft leasing industry. She has established a strong network of investment institutions and business connections, which we believe can help us to identify attractive targets and negotiate a transaction that benefits our shareholders. Ms. Trompeter is a director of Astro Aerospace Ltd., the owner of our sponsor. Paul Haber, our Chief Financial Officer, has over twenty-five years of experience in corporate finance and capital markets. Mr. Haber has worked on the acquisition of over fifteen public companies during his career. Mr. Haber has sat on numerous boards over the year, typically as the chair of the audit committee. The other members of our board of directors are: Edmund Moy is a public policy expert with extensive business and governance experience. Mr. Moy currently serves on several public, private and non-profit boards and advisory boards, including CurrencyWorks (TSX-V:CWRK) (OTCQB:CWRK), Draganfly (OTCQB:DFLYF) (CSE:DFLY) (FSE:3U8), Valaurum, Inc., Boxcar Transit, and Trinity International University. William Readdy brings to the Company tremendous background and experience with NASA, the U.S. Department of Defense and with the space industry in general, which relates to a primary focus of the Company. He also brings to the Company an extensive knowledge of public policy, program management and contracting matters involving military, civil and commercial space programs. Alec Burger is a financial services executive with extensive experience growing and maintaining businesses. As the President and Chief Executive Officer, and then Corporate Senior Vice President of GE Capital, Mr. Burger led a restructuring that stabilized the insurance business, divested more than $25 billion in non-core assets within 18 months, and delivered improvement to the GECAS commercial aircraft business. Mr. Burger also has considerable experience interacting with company boards. Daniel Elwell brings to the Company tremendous background and experience with the Federal Aviation Administration (FAA), and with the space industry in general, which relates to a primary focus of the Company. Mr. Elwell was responsible for the safety and efficiency of the world s largest aerospace system. As acting and deputy FAA Administrator, Elwell was directly responsible for regulating the commercial space transportation industry. He is a former U.S. Air Force Lieutenant Colonel. 2 With their support, we intend to conduct a disciplined process of deal origination and evaluation, due diligence, and investment. Our group of independent directors will provide public company governance, executive leadership, operational oversight, private equity investment management and capital markets experience. Our board members have extensive experience, having served as directors or officers for numerous publicly-listed and privately-owned companies. Our directors have experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates as well as following the completion of our initial business combination. We believe our management team is uniquely positioned to take advantage of the growing set of acquisition opportunities in the space economy, transport and technology industries and that our contacts and relationships, ranging from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive transaction for our stockholders. The past performance of the members of our management team or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate and the members of our management team do not have previous experience with special purpose acquisition companies or blank check companies. However, we believe that the skills and professional network of our management team will enable us to identify, structure and consummate a business combination. You should not rely on the historical record of the performance of our management team or any of its affiliates performance as indicative of our future performance. Business Strategy Our acquisition strategy will be to capitalize on the strengths of our management team to allow us to identify businesses that have the capacity for cash flow creation, opportunity for operational improvement, robust company fundamentals, and qualified and driven management teams. Our deal sourcing process will leverage our management team s business knowledge, industry expertise and deep network of relationships that we expect will provide us with a pipeline of acquisition candidates. Moreover, we anticipate other pipeline acquisition candidates to be introduced to us through various unaffiliated sources, including venture capital funds, private equity funds, leveraged buyout funds, investment bankers, management buyout funds, and other members of the financial community, as well as attorneys and accountants. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent accounting firm, or independent investment banking firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Our efforts to identify a potential target business will be focused on the space economy, technology and transport industries. Competitive Advantages We intend to capitalize on the following competitive advantages in our pursuit of a target company: Leadership of an Experienced Management Team. Our management team is led by Ms. Patricia Trompeter, who has over 20 years of experience in the financial and equity investment industry. She has completed over $17 billion of acquisitions, including transactions in the aircraft leasing industry. She has established a strong network of investment institutions and business connections, which we believe can help us to identify attractive targets and negotiate a transaction that benefits our shareholders. Our Chief Financial Officer, Paul Haber has over twenty-five years of experience in corporate finance and capital markets. Mr. Haber has worked on the acquisition of over fifteen public companies during his career. Mr. Haber has sat on numerous boards over the year, typically as the chair of the audit committee. 3 Status as a Publicly Listed Acquisition Company. We believe our structure will make us an attractive business combination partner to prospective target businesses. As a publicly listed company, we will offer a target business an alternative to the traditional initial public offering process. We believe that some target businesses will favor this alternative, which we believe is less expensive, while offering greater certainty of execution, than the traditional initial public offering process. During an initial public offering, there are typically underwriting fees and marketing expenses, which would be costlier than a business combination with us. Furthermore, once a proposed business combination is approved by our stockholders (if applicable) and the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter s ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe our target business would have greater access to capital and additional means of creating management incentives that are better aligned with stockholders interests than it would as a private company. This can offer further benefits by augmenting a company s profile among potential new customers and vendors and aid in attracting talented management staffs. Established Deal Sourcing Network. We believe the strong track record of our management team will provide access to quality initial business combination partners. In addition, through our management team, we believe we have contacts and sources from which to generate acquisition opportunities and possibly seek complementary follow-on business arrangements. These contacts and sources include those in government, private and public companies, private equity and venture capital funds, investment bankers, attorneys and accountants. Our directors include individuals with extensive high level experience in the space industry. Strong Financial Position and Flexibility. With the funds held in our trust account, we can offer a target business a variety of options to facilitate a business combination and fund future expansion and growth of its business. Because we are able to consummate a business combination using the cash proceeds from this offering, our share capital, debt or a combination of the foregoing, we have the flexibility to use an efficient structure allowing us to tailor the consideration to be paid to the target business to address the needs of the parties. However, if a business combination requires us to use substantially all of our cash to pay for the purchase price, we may need to arrange third party financing to help fund our business combination. Since we have no specific business combination under consideration, we have not taken any steps to secure third party financing. Industry Opportunity While we may acquire a business in any industry, our focus will be in the space economy, transport and technology industries. We believe that our target industry is attractive for a number of reasons: The space industry is emerging as one of the most lucrative industries globally. The space industry refers to economic activities related to manufacturing components that go into the earth s orbit and beyond. Much of the current and projected demand relates to the projected launch of satellites in order to meet the growing demand for additional data capacity. According to Research and Markets, the space industry is valued at US$360 billion in 2018, and is projected to grow at a CAGR of 5.6% to a value of US$558 billion by 2026.The United States is the largest spender in the domain followed by China, the EU, India, Russia and Japan. Acquisition Criteria The focus of our management team is to create shareholder value by leveraging its experience to improve the efficiency of the business while implementing strategies to grow revenue and profits organically and/or through acquisitions. Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see fit to do so: Strong Growth Potential. As a result of the space economy and related services strong growth over the past several decades, there are a large number of small domestic and regional companies with principal business operations which are serving the ever-increasing emerging needs of the economy. While such companies have performed relatively well, we believe the vast majority of these companies suffer from a lack of insightful strategy, capital for growth, operational efficiency and a succession strategy. In addition, we intend to target businesses in North America that have historically demonstrated revenue growth and possess favorable future growth characteristics, combined with a durable business model that is resistant to macroeconomic volatility. We will seek target businesses for which we can provide strategic advice, access to sufficient capital and effective operational expertise, to grow the business. Unique Market Position. We intend to seek target businesses with a unique or niche position across an industry or businesses that have leading competitive technology, unique brand equity and/or product competences. In particular, we intend to seek businesses that may be at a point of achieving high growth and require additional expertise or capital to help drive their further expansion. 4 Benefit from Capital Markets. We intend to seek to acquire a target with an experienced operating management team that may lack experience with the capital markets but that has the ambition to take advantage of the improved liquidity and additional capital that can come from a successful listing on the NASDAQ. The access to the capital markets could allow such a target business to accelerate its growth and build capital profile. Middle-Market Businesses. We intend to seek target businesses with a total enterprise value between $100 million and $300 million. We believe there are a considerable number of potential target businesses within this valuation range that can benefit from new capital for scalable operations to generate substantial revenue and earnings growth. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001856071_richspace_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001856071_richspace_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..74bbe9c60f94767dde20bcd8a040ef4d764d5140
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001856071_richspace_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: ordinary shares are to our Class A ordinary shares and our Class B ordinary shares, collectively, par value $0.0001 per share; company or our company we, us, are to RichSpace Acquisition Corp., a Cayman Islands exempted company; Companies Act are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time; equity-linked securities are to any securities of our company which are convertible into or exchangeable or exercisable for, ordinary shares of our company, including but not limited to a private placement of equity or debt. founder shares are to our Class B ordinary shares initially purchased by our founders in the aggregated price of $25,000 in a private placement prior to this offering, and our Class A ordinary shares issued upon the conversion thereof as provided herein; founders or initial shareholders are to holders of our founder shares prior to this offering and holders of our private units upon the consummation of this offering which include our sponsor, officers and directors; and/or their designees; management or our management team are to our officers and directors; private shares are to the our Class A ordinary shares underlying private units issued to our sponsor in a private placement simultaneously with the closing of this offering; private warrants are to the warrants underlying private units issued to our sponsor in a private placement simultaneously with the closing of this offering which are identical to the public warrants sold in this offering with certain exceptions; private units are to the units issued to our founders in a private placement simultaneously with the closing of this offering which are identical to the units sold in this offering with certain exceptions; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); sponsor is to RichSpace Acquisition Sponsor., a Cayman Islands exempted company; and warrants are to our redeemable warrants, which includes the public warrants as well as the private warrants and any warrants included in private units issued upon conversion of working capital loans. 1 Table of Contents Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. 2 Table of Contents PROPOSED BUSINESS Our Company We are a newly organized blank check company formed as a Cayman Islands exempted company for the purpose of effecting our initial business combination or our business combination. While our efforts to identify a target business for such initial business combination may span many industries and regions worldwide, we intend to focus our search for a target business on companies within technology-enabled financial sectors, including but not limited to, blockchain infrastructure, software services, and non-fungible token. We are not limited to a particular industry or geographic region for purposes of consummating an initial business combination. We have not selected any potential business combination target or initiated any substantive discussions, directly or indirectly, with any potential business combination prospects. While we intend to undertake a search process, our ability to locate a potential target is subject to the uncertainties discussed elsewhere in this prospectus. Our Founders and Management One of our founders is our sponsor, RichSpace Acquisition Sponsor., a Cayman Islands exempted company. The other founders are officers and directors of the Company. We believe that with their experience in operating public and private entities and skillsets in sourcing, investing, and value-enhancement, we are well positioned in pursuing opportunities that will offer risk-adjusted returns. Mr. Bo Wu, Chief Executive Officer and Director. As a serial entrepreneur with over twenty-year experience, Mr. Wu has founded five high-tech and Internet ventures which were acquired by other entities with increased value. In 2020, he founded Happy Link Ltd., working on local e-commerce service and has served as its chief executive officer to present. He co-founded Delopen. Org in 2018 and had worked there until September 2020. Delopen. Org is a platform initiated by WuXi AppTec Co. LTD and academia/institutions dedicated to the development and application of DNA encoded library technology during drug discovery. From 2013 to 2019, he co-founded and served as the chief executive officer at MEIAOJU Real Estate Corporation, an internet real estate development company, using AI technologies and Uber s business model to improve the real estate development efficiency. From 2009 to 2011, Mr. Wu co-founded and served as the chief executive officer at Lashou.com, which was a popular location-based, social commerce platform in China for online-to-offline commerce transactions covering many cities in China and acquired by HuTuSanBao in 2013. Mr. Wu co-founded Richcore Technologies, Inc. in 2013, a leading H.264 hardware encoder/decoder IP core provider in IC industry. Richcore was acquired by Sunplus Technology Co., Ltd., a Taiwan public company in 2005. Mr. Wu co-founded Focus.cn in 1999 and served as its chairman from 1999 to 2004. Focus. cn is one of the leading real estate portal companies in China and was acquired by Sohu.com Ltd. (NASDAQ: SOHU) in 2003. Mr. Wu co-founded Asia B2B Online in 1998, which was initially an ecommerce group inside EnReach (described below) and was spun off in 1998, and served as the chairman of Asia B2B Online from 1998 to 2001. AsiaB2B was acquired by a US company ESS Technology, Inc. in 2001. Mr. Wu co-founded EnReach Technology. Inc., an embedded Internet browser software provider ( EnReach ) in 1997 and served as the chief executive officer from 1997 to 2007. EnReach was listed in HK through a reverse merge by Siberian Mining Group Co. LTD (01142HKEX) in Hong Kong stock exchange in 2008. Mr. Wu has served as the director of China Netcom Technology Holdings Ltd. (SEHK: 8071) since August 2017, which develops and provides technology solutions for lottery services in China. He also has served as the director and manager at Rich Treasure Island LLC since October 2015, a small hotel management company and Realloop d.o.o. since November 2019, a shell company. From July 2019 to June 2021, he served as the director and manager at Forrest IB LTD., providing business consulting services. Mr. Wu received his Bachelor s degree in Automation in 1988 from Tsinghua University and a Master s degree in Computer Science in 1992 from Western Michigan University. Mr. Jianyong Zhang, Chief Financial Officer and Director Nominee. Mr. Zhang will join us upon the effectiveness of this prospectus as a director. From 2020 to 2021, he served as the partner at Lincoln International, engaged in investment in the energy and technology industry. From 2017 to 2019, he served as a managing director at Silk Road Finance Corporation, working on investment worldwide throughout various industries ranging from infrastructure, utilities to biotech, AI and digitalization as well as block chain and crypto currency. From 2013 to 2016, he served as the managing director at Citi Global Market Asia Limited, concentrating on daily coverage of scaled enterprises in various sectors including power utilities, coal mining, oil and gas exploration and transportation, heavy industrial and large equipment manufacturing. From 2006 to 2012, he served as the managing director at Morgan Stanley Asia Limited, concentrating on client coverage in power utilities companies which includes State Grid 3 Table of Contents Corporation of China, China Southern Grid Corporation and other eight power generators including thermal, nuclear and hydraulic. From 2001 to 2006, he served as the executive director and the head of E&P group at BOC International Group Limited, leading the Energy and Power Group to conduct deal coverage and execution in energy and power sector. From 1997 to 2000, he served as the senior business development manager at National Power Plc., working on new investment opportunities screen and selection in China and other Asian areas. From 1993 to 1997, he served as the head of corporate finance department and secretary to the board at Datang International Power Company Limited, responsible for restructuring, incorporation, financing and IPO process of the company. From 1985 to 1992, he served as the engineer and grid dispatcher at North China Power Group, responsible for monitoring and controlling of north China power grid. Mr. Zhang received his Bachelor s degree in Electric Engineering in 1985 from North China Power University in China and an MBA degree in 1992 from Keele University in UK. Mr. Ke Song, Independent Director Nominee. Mr. Song will join us upon the effectiveness of this prospectus as an independent director. With over twenty years of experience in media and entertainment, Mr. Song is considered one of China s most influential music industry executives. Mr. Song has launched the careers of some of the most notable names in C-pop music, including Chris Lee and Pu Shu. Mr. Song has served as the director and manager at Beijing Jianlongxiangxing Culture Communication Co., Ltd. since September 2015, organizing arts and cultural exchange activities. He has served as the supervisor at Hangzhou Zhenglong Culture Art Co., Ltd. since November 2017, organizing arts and cultural exchange activities. He has also served as the director at China Netcom Technology Holdings Ltd. (SEHK: 8071) since August 2017. From April 2019 to October 2020, Mr. Song served as the chairman of Live Nation China. From 2015 to 2017, Mr. Song served as the chief executive officer and chairman of Alibaba Music Group, an entity he cofounded with Mr. Xiaosong Gao, one of the most popular composers, songwriters, music producers and directors in China, in partnership with Alibaba Group. From 2012 to 2015, Mr. Song served as the chairman of the board of Evergrande Music, a division of Evergrande Group, China s second-largest property developer by sales and a publicly traded real estate conglomerate at Hong Kong Stock Exchange (SEHK: 3333). Mr. Song founded TAIHE RYE MUSIC in 2004 and served as the chief executive officer from 2004 to 2012. At TAIHE RYE MUSIC, he launched careers of some of the most notable superstars in C-pop music including Chris Lee, Aduo, and Sha Baoliang and has brought TAIHE RYE MUSIC into one of the biggest domestic record labels in China. From 2000 to 2004, Mr. Song served as the vice executive president and A&R director at Warner Music Group (China). During his tenure, Warner Music Group (China) became one of the top international labels and had signed the strong roster of top Mandarin-language artists of the international labels. Mr. Song received his Bachelor s degree in environmental engineering in July 1988 from Tsinghua University and a Master s degree in Finance EMBA in 2018 from Tsinghua University PBC School of Finance. Mr. Song currently sits on several industry associations and committees including, chairman of China Music Association Committee (CMIC), whose members include all the major international and domestic record labels, vice president of China Association of Performing Arts (CAPA), vice president of China Audio & Video Association (CAVA), and vice president of China Audio & Video Copyright Association. Mr. Jimin Zhuo Independent Director Nominee. Mr. Zhuo will join us upon the effectiveness of this prospectus as an independent director. Mr. Zhuo has more than twenty years of experience in finance, accounting, tax and auditing. He has served as the director at Pintec Technology Holdings Limited (NASDAQ: PT) since October 2018, a technology company enabling financial services in China. Since February 2015, he has served as the director at Visdom Investment Ltd., an investment fund in equity market. He has been self-employed as the financial consultant since 2012 to present. From 2011 to 2012, Mr. Zhuo served as the chief financial officer at Beijing Jing-Jin Electric Technologies Co., Ltd. concentrating on electric motor research, development and manufacture. From 2007 to 2011, Mr. Zhuo served as the chief accounting officer at VanceInfo Technologies Inc. engaging in information and software technology. From 2005 to 2006, Mr. Zhuo served as chief financial officer at Pansky Technology Group, an IT system integration service provider. Mr. Zhuo worked in various capacities at Arthur Andersen from 1994 to 2002, PricewaterhouseCoopers from 2002 to 2004, and Morgan Stanley from 2004 to 2005. Mr. Zhuo is the author of Risk Management Based Audit, Securities Class Action: China Concept Companies and Corporate Governance China Concept Companies. Mr. Zhuo obtained his Master s degree in Law in 2007 from the University of Southern California and his Bachelor s degree in Accountancy in 1994 from the Central University of Finance and Economics in Beijing. Mr. Zhuo is a member of the Chinese Institute of Certified Public Accountants and associated member of the American Institute of Certified Public Accountants. Mr. Zhuo has passed the Chinese bar. Mr. Shitao Xu, Independent Director Nominee. Mr. Xu will join us upon the effectiveness of this prospectus as an independent director. Mr. Xu has more than twelve years of experience in investment & risk management with leading financial institutions and fintech companies in European and US markets. Mr. Xu has served as the leader of financial risk oversight & model risk at PayPal Holdings, Inc. from November 2019 to Present. Prior to that, Mr. Xu 4 Table of Contents served as the vice president of asset & wealth management model risk department at JPMorgan Chase & Co. from June 2017 to November 2019. Before joining JPMorgan Chase & Co., Mr. Xu served as the senior economist and capital market model risk at Fannie Mae from March 2015 to June 2017. Prior to that, Mr. Xu served as the portfolio manager of FX Portfolio and head of quant strategy at OCTAVE Investment Management, LLP. from January 2011 to December 2014. Before that, Mr. Xu served as the equity quant strategist of global markets department at Deutsche Bank AG from July 2008 to January 2011. Mr. Xu obtained his Bachelor s degree and Master s degree in Fluid Mechanics in 1988 and 2001, respectively, from Tsinghua University. He obtained his Ph.D. degree in Ocean Physics from University of California at Berkeley. He obtained another Master s degree in Computational Finance from Tepper School of Business of Carnegie Mellon University. Our board of directors and management team s goal is to drive post-acquisition shareholder value and generate benefits and opportunities for our internal stakeholders. Furthermore, we believe by increasing shareholder and internal stakeholder values, we can generate add-on values to the communities that we reside in or where our business operates in. Business Strategy and Acquisition Criteria Our strategy will be to identify, acquire, and initiate business combination with a company in a technology-enabled financial industry that aligns with our team s experiences, expertise and network of relationships. We will seek potential targets in which we believe can materially grow revenue and earnings through the efforts of a combined management team follow by a completion of initial business combination. In consistent with our business strategies and objectives, we have identified the following general criteria and guidelines that we believe are helpful in evaluating prospective targets companies for acquisition or business combination, which we believe are important in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see justification to do so. Strong management Team. We will seek to acquire those businesses with seasoned and strong managements having a track record of driving growth and profitability; or having proposition of the businesses that may likely be well received by public investors. Growth Potential. We will be looking for businesses that we believe present the potential for revenue and earnings growth through a combination of business, management and resources. We will also consider businesses with potential to generate stable and increasing free cash flow. We may also seek to prudently leverage this cash flow in order to enhance shareholder value. Benefit from being a public company. We intend to only acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company. Technology-Enabled Growth Companies. We intend to look for companies that operate in markets and industry verticals in technology-enabled sectors that are growing due to new trends in consumer behavior with a focus on sectors including, without limitation blockchain infrastructure, software services, and non-fungible token. We intend to focus on companies which use and integrate technology to drive meaningful operational improvements and efficiency gains, or use technology solutions, including innovative business models and/or product offerings, to disrupt existing business models and create new paradigms that have large market potential. We will seek to exclude businesses that are extremely sensitive to geopolitical and regulatory conditions. Sustainable Competitive Differentiation and Superior Economic Models. Our target company will have strong competitive moats that, in our view, can provide true differentiation and form the basis of long-term growth and generate strong and stable cash flows over time. We believe such companies can benefit from our team s experience, extensive network and industry insights to drive growth and enhance revenue and operational efficiencies. Within Our Relationship Nexus. We intent to acquire including but not limited to companies that are within our networks of relationships with founders, operators, investors, and advisors; where we can proprietarily source opportunities for our initial business combination; 5 Table of Contents This list of criteria and guidelines are not intended to be exhaustive. Our management team will evaluate and value potential target company on a case-by-case basis. Any evaluation relating to the merits of a particular initial business combination or acquisition may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination or acquisition with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guideline in our shareholder communications, which as discussed in this prospectus would be in the form of proxy solicitation or tender offer materials that we would file with the SEC. Initial Business Combination We will have until 12 months from the closing of this offering to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three-month (for a total of up to 18 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Pursuant to the terms of our amended and restated articles of association and the trust agreement to be entered into between us and Wilmington Trust, National Association on the date of this prospectus, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $400,000, or $460,000 if the underwriters over-allotment option is exercised in full ($0.10 per public share in either case), for each extension, up to an aggregate of $800,000 (or $920,000 if the underwriters over-allotment option is exercised in full), or $0.20 per public share, on or prior to the date of the applicable deadline. In the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants will be worthless. Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding deferred underwriting commissions payable to our underwriters and taxes payable) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority ( FINRA ), or an independent accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion, nor will they be able to rely on such opinion. The net proceeds of this offering and the sale of the private units released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. In addition, we may be required to obtain additional financing in connection with the closing of our initial business combination to be used following the closing for general corporate purposes as described above. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to 6 Table of Contents forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our founders is required to provide any financing to us in connection with or after our initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. Our amended and restated articles of association will provide that, following this offering and prior to the consummation of our initial business combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated articles of association to (x) extend the time we have to consummate a business combination beyond 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or (y) amend the foregoing provisions, unless (in connection with any such amendment to our amended and restated articles of association) we offer our public shareholders the opportunity to redeem their public shares. Our Acquisition Process We will utilize the diligence, rigor, and expertise of our managements respective platforms to evaluate potential targets strengths, weaknesses, and opportunities to identify the relative risk and return profile of any potential target for our initial business combination. We currently do not have any specific business combination under consideration. Our officers and directors have not individually selected a target business. Our management team is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) had any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities including other special purpose acquisition company, or SPAC pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our management team is continuously made aware of potential investment opportunities, one or more of which we may desire to pursue for a business combination. Our amended and restated articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Our officers may become an officer or director of any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we enter into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination ) after the closing of this offering. Risks Related to Our Possible Business Combination in China Although we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination, our management team has substantial network of industry leaders in the technology industry in China, and therefore, we will conduct our search in China and may initiate a business combination with a company mainly operating in China. Due to the PRC laws prohibitions on direct foreign investments in certain sectors such as telecommunication and internet, we may effectuate a business combination with a target company having contractual arrangements, which is also known as the VIE Agreements , with a China-based operating company, which is also known as a variable interest entity, or VIE . Such transaction would result in us becoming solely a holding company and our investors may never directly hold equity interests in the China-based operating company. 7 Table of Contents VIE Agreements normally include Exclusive Technical Consulting and Service Agreement, Equity Interest Pledge Agreement, Exclusive Equity Interests Purchase Agreement, and Powers of Attorney. They collectively are designed to provide us with the power, rights, and obligations equivalent in all material respects to those it would possess as the principal equity holder of a VIE, including absolute control rights and the rights to the assets, property, and revenue of VIE. However, we or our shareholders do not directly hold equity interests in the VIEs after the business combination under the VIE structure, and therefore, such corporate structure is subject to risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to limitation on foreign ownership of internet technology companies, regulatory review of oversea listing of PRC companies through a special purpose vehicle, and the validity and enforcement of the VIE Agreements. VIE structure is also subject to the risks of uncertainty about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likely result in a material change in our or the post-combined company s operations and may cause the value of our securities of post-combination entity depreciate significantly or become worthless. VIE structure may be less effective than direct ownership and the company may incur substantial costs to enforce the terms of the arrangements. Since we and our shareholders do not directly own equity interest in VIE and the shareholders of VIE still own the shares of VIE after the business combination, the VIE structure has its inherent risks that may affect your investment, including less effectiveness and certainties than direct ownership and potential substantial costs to enforce the terms of the VIE Agreements. The shareholders of VIE may not act in the best interests of the post-combined company or may not perform their obligations under the VIE Agreement. If VIE or the shareholders of the VIE breach their contractual obligations under the VIE Agreements, the post-combined company may have difficulty in enforcing any rights it may have under the VIE Agreements with the VIE, its founders and owners, in PRC because all of the VIE Agreements are governed by the PRC laws and provide for the resolution of disputes through arbitration in the PRC. Furthermore, VIE Agreements may not be enforceable in China if PRC government authorities or courts take a view that such VIE Agreements contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. In the event that we are unable to enforce the VIE Agreements, the post-combined company may not be able to exert effective control over the VIE, and its ability to conduct business may be materially and adversely affected. See Risk Factors Risks related to Our Possible Business Combination in China for more details. Although the PRC authorities do not require permission to entry of VIE Agreements, recently the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions, which was made available to the public on July 6, 2021, pursuant to which the PRC government will strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings of Chinese companies. The Opinions and any related implementing rules to be enacted may subject VIE structure to compliance requirement in the future. Given the current regulatory environment in the PRC, uncertainty of different interpretation and enforcement of the rules and regulations in the PRC may be adverse to our business combination with a China-based operating company or the post-combined company, which may take place quickly with little advance notice. Furthermore, the securities of the post-combined company may be prohibited to trade on a national exchange under the Holding Foreign Companies Accountable Act if the United States Public Company Accounting Oversight Board ( PCAOB ) is unable to inspect the auditor for three consecutive years beginning in 2021. Our auditor is currently subject to PCAOB inspections, and PCAOB is able to inspect our auditor. In order to minimize such risk, we will expressly exclude any target company whose financial statements have been audited by an accounting firm that is not subject to PCAOB inspection. The governing PRC laws and regulations are sometimes vague and uncertain, and therefore, the vagueness and uncertainties may result in a material change in the post-combined company s operations, cause the value of our shares after we complete our business combination to significantly decline or be worthless, or substantially limit or completely hinder the post-combined company s ability to offer or continue to offer securities to investors. For instance, the PRC government recently initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. However, since these statements and regulatory actions are new or have not been officially implemented, it is highly uncertain how soon Chinese legislative or administrative regulation making bodies will respond and what existing or new laws or 8 Table of Contents regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our capability to acquire or merge with a company with major operations in China, and post-combined company s the ability to conduct its business, accept foreign investments, or list on an U.S. exchange. Permission Required from the PRC Authorities for this Offering As a Cayman Islands company with no operations in China and our sponsor is also a Cayman Islands company established and controlled by non PRC citizen, we are currently not required to obtain permission from any of the PRC authorities to operate and issue these securities to non-PRC investors. However, we cannot guarantee you whether a permission is required from the PRC authorities in the course of our business combination if we acquire or merge with a company with major operations in China. Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions, which was made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings of Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems will be taken to deal with the risks and incidents of China-concept overseas listed companies, and cybersecurity and data privacy protection requirements and similar matters. The Opinions and any related implementing rules to be enacted may subject our business combination with a China based operating company to compliance requirement in the future. Given the current regulatory environment in the PRC, we are still subject to the uncertainty of different interpretation and enforcement of the rules and regulations in the PRC adverse to our business combination with a China-based operating company or the post-combined company, which may take place quickly with little advance notice. Transfers of Cash to and from Our Post-Combination Organization If We Acquire a Company Based in China If we complete a business combination with a company operating in China, the PRC government may impose controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our post-combination entity s profits, if any. If subsidiaries of our post-combination organization in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to the public holding company. Under the VIE structure, current PRC regulations permit a VIE to pay dividends to its holding company only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, a VIE s subsidiaries and VIE are required to make appropriations to certain statutory reserve funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. Current PRC regulations permit VIE s indirect PRC subsidiaries to pay dividends to an overseas subsidiary, for example a subsidiary located in Hong Kong, only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of the VIE s subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies the reserve funds are not distributable as cash dividends except in the event of liquidation. Furthermore, if we complete a business combination with a company in China via VIE Agreements and we are unable to receive all of the revenues from our operations through the current VIE Agreements, we may be unable to pay dividends on our ordinary shares. Cash dividends, if any, on our Class A ordinary shares will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes after the business combination, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10.0%. In order for us to pay dividends to our shareholders, we will rely on payments from the entities either directly controlled by us or indirectly controlled by us via VIE Agreements. Under the VIE structure, a holding company will highly rely on the VIE Agreements between it and the VIE to distribute earnings and settle amounts owed under the VIE agreements, while we cannot guarantee the PRC government will allow such arrangement. 9 Table of Contents Private Placement On April 21, 2021, our sponsor acquired 1,150,000 Class B ordinary shares for an aggregate purchase price of $25,000. In addition, our sponsor has committed to transfer an aggregated amount of 15,000 founder shares to our Chief Financial Officer, Mr. Jianyong Zhang or his designees prior to the consummation of this offering and another 15,000 founder shares at the consummation of our initial business combination, at the original purchase price. These founder shares include an aggregate of up to 150,000 founder shares that are subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part, so that founder shares will represent 20% of our issued and outstanding shares after this offering (excluding the sale of the private units and assuming our founders do not purchase public shares in this offering). None of our founders has indicated any intention to purchase public shares in this offering. In addition, our sponsor has committed to purchase from us up to an aggregate of 297,900 units, or private units, (or up to 321,900 private units if our underwriters exercise the over-allotment option) at $10.00 per unit for a total purchase price of $2,979,000 (or up to $3,219,000 if our underwriters exercise the over-allotment option). The private units are identical to the units sold as part of the units in this offering, subject to limited exceptions. The founder shares and shares underlying private units, or private shares , are identical to the public shares. However, our founders have agreed (A) to vote their founder shares and private shares in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our articles of association that would affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) of the closing of this offering, unless we provide public shareholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to redeem any shares, including founder shares and private shares into the right to receive cash from the trust account in connection with a shareholder vote to approve our proposed initial business combination or sell any shares to us in any tender offer in connection with our proposed initial business combination, and (D) that the founder shares and private shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. Our founders have agreed, subject to certain exception, (i) in the case of founder shares, not to transfer, assign or sell 50% of their founder shares until the earlier to occur of: (A) six months after the date of the consummation of our initial business combination, or (B) the date on which the closing price of our Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and the remaining 50% of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property, and (ii) in the case of private units, underlying securities and any units may be issued upon the conversion of the working capital loans and underlying securities, until 30 days after the consummation our initial business combination (except as described herein under the section of this prospectus entitled Principal Shareholders Restrictions on Transfers of Founder Shares and Private Units ). We refer to such transfer restrictions throughout this prospectus as the lock-up. The proceeds from the private placement of the private units will be added to the proceeds of this offering and placed in a trust account in the United States maintained by Wilmington Trust, National Association, as trustee. If we do not complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) after the closing of this offering, the proceeds from the sale of the private units will be included in the liquidating distribution to the holders of our public shares. Corporate Information Our executive offices are located at 1633 Old Bayshore Highway, Suite 280, Burlingame, CA 94010 and our telephone number is +1 650-380-0355. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption certificate from the Financial Secretary of the Cayman Islands that, in accordance with Section 6 of the Tax Concessions Act (Revised) of 10 Table of Contents the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. 11 Table of Contents The Offering
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001856161_pearl_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001856161_pearl_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9795565c5f2f6b424bf17cabf51949b05da680d0
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001856161_pearl_prospectus_summary.txt
@@ -0,0 +1 @@
+summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Definitions Unless otherwise stated in this prospectus or the context otherwise requires, references to: "advisory board" are to our advisory board, which will assist us in sourcing and evaluating transaction opportunities; "amended and restated memorandum and articles of association" are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering; "business combination agreement" are to an executed a letter of intent, agreement in principle or definitive agreement for our initial business combination; "Companies Act" are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; "directors" are to our current directors and our director nominees named in this prospectus; "extension option" are to the option of our sponsor, (i) upon deposit of the extension fee into the trust account if we have not entered into a business combination agreement or (ii) for no additional fee if we have entered into a business combination agreement, to cause us to extend the available time to consummate our initial business combination by three months. Our sponsor may exercise the extension option up to two times, allowing for up to an additional six months (for a total of 24 months) to complete a business combination; "extension fee" are to an amount equal to $0.05 per public share (a total of $875,000, or $1,006,250 if the underwriters option to purchase additional units is exercised in full) that our sponsor may deposit into the trust account in order to exercise each 3-month extension option if we have not entered into a business combination agreement; "founder shares" are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and our Class A ordinary shares that will be issued upon the conversion thereof; "initial shareholders" are to our sponsor and the other holders of our founder shares prior to this offering (if any); "letter agreement" are to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; "management" or our "management team" are to our officers; "Meadow Lane" are to Meadow Lane Capital LLC, a New York limited liability company, and its affiliated entities, excluding our company and sponsor; "ordinary shares" are to our Class A ordinary shares and our Class B ordinary shares; "private placement" are to the private placement of an aggregate of 9,000,000 warrants (or 10,050,000 warrants if the underwriters option purchase additional units is exercised in full) being purchased by our sponsor, which will occur simultaneously with the completion of this offering, at a purchase price of $1.00 per warrant for a total purchase price of $9,000,000 in the aggregate (or $10,050,000 in the aggregate if the underwriters option to purchase additional units is exercised in full); "private placement warrants" are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; 1 "public shareholders" are to the holders of our public shares, including our sponsor, directors, management team and advisory board members to the extent our sponsor, directors, management team or advisory board members purchase public shares, provided their status as a "public shareholder" shall only exist with respect to such public shares; "public shares" are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "sponsor" or "Pearl Holdings Sponsor" are to Pearl Holdings Sponsor LLC, a Cayman Islands limited liability company, in which each of our officers, directors, and certain members of our advisory board is or will be, directly or indirectly, a member; "warrants" are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "we," "us," "our" or our "company" are to Pearl Holdings Acquisition Corp, a Cayman Islands exempted company; and "$" and "U.S. dollar" are to the United States dollar. All references in this prospectus to shares of the company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. All references to the conversion of our Class B ordinary shares shall take effect as a redemption of such Class B ordinary shares and issuance of the corresponding Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus shall take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their option to purchase additional units and assumes the forfeiture by our sponsor of 656,250 founder shares. General We are a newly organized blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We intend to focus our search for a target business in global consumer-focused industries, including companies that participate in the lifestyle, technology, healthcare and wellness sectors, but may also pursue an initial business combination of any business where we believe the expertise of our management team, our advisory board and our independent directors (all of whom we refer to as "our team") will provide us with a competitive advantage. We plan to evaluate businesses in high growth sectors with a substantial addressable market, which may be undergoing disruption as a result of technologies or data insights. We are particularly focused on companies that are involved with branded lifestyle, luxury, pet, nutritional and consumer categories. We are also focused on wellness services or products including those related to beauty and fitness and certain categories of healthcare, including technology-enabled services, pharmaceutical value chain, medical devices and equipment, diagnostics and digital and consumer health. These companies may market directly to consumers or through business-to-business distribution channels. We believe that substantial capital needs related to expansion and the adoption of new technologies to business processes, coupled with required ownership transitions in companies in our target sectors, will result in an active and attractive environment for acquisitions. Members of our sponsor are affiliated with Meadow Lane, originally established as an investment office for family members of our Chief Executive Officer. We believe that the members of our team have proven themselves to be successful investors, owners, financiers and operators whose strategic skills and extensive network of global relationships will help us identify attractive potential business combination targets in order to pursue significant value creation opportunities. Members of our team have experienced considerable successes as investors in, and operators of, multiple globally successful and consumer-oriented companies. Our team s collective abilities to establish a vision for the future and then acquire and/or operate and expand a global business, coupled with a disciplined investing framework, have resulted in over 2 $10 billion in value creation to investors and stockholders. Our team has public company leadership experience across multiple market cycles as well as global transactional expertise, including with successful initial public offerings, in the United States, Europe and Asia. Our record of successfully developing, acquiring and managing the long-term growth of a diverse group of businesses on a global basis, both organically and through acquisitions, is illustrated by our experiences with the following businesses: GUS plc ("GUS"), formerly a publicly traded London-based conglomerate that generated peak revenues of approximately $13 billion in the year immediately prior to the final separation of all of its operating businesses into separate publicly traded companies and was active globally in direct-to-consumer marketing and distribution, financial services, logistics, property, luxury goods and retailing and separated, via initial public offerings, into three separately traded entities: Experian plc ("Experian"), originally established by GUS as Commercial Credit (Nottingham) Limited, it became the largest credit service company in the UK and expanded organically and via $2.7 billion of acquisitions into its current position as the world s leading information services company with a market value in excess of $34 billion in April 2021, Burberry Group plc ("Burberry"), the iconic international luxury brand, originally acquired for a nominal amount by GUS and subsequently restructured and repositioned into a global leader with a market value in excess of $11 billion in April 2021, and Argos Retail Group ("Argos"), a digital retailing and omni-channel distribution pioneer, acquired for 1.9 billion by GUS, combined with other retailing and mail order divisions, and subsequently acquired by J. Sainsbury plc; Shaklee Corporation ("Shaklee"), a worldwide direct seller of natural nutrition and green cleaning products with members and distributors in the United States, Japan, Mexico, Malaysia, Canada, Taiwan and China, established in 1956, acquired from a Japanese corporation in 2004, subsequently expanded in multiple geographies including China and currently privately held; and Arcade Beauty ("Arcade"), a sampling solutions provider established in 1902, acquired from family owners, significantly expanded, subsequently sold and currently privately held. Based on our experience with these and other companies, and as senior professionals in investment banking and private equity with global financial institutions, we have established ourselves as a trusted, management and founder-friendly counterparty with a history of success developing, acquiring, financing and operating businesses amidst a myriad of significant, cyclical, structural and economic challenges. We believe our experience resonates with management teams, business owners, investors and intermediaries involved with companies that are for sale and enhance our competitive positioning as a potential acquirer. We believe that our competitive positioning is further enhanced by our long-standing relationships with the leaders of global and regional financial institutions and large institutional investors in both the public and private markets. We believe that there is a significant market opportunity in our target sectors. Over many years, we have observed global consumers as their tastes and desires and the distribution and marketing strategies used to connect with them have evolved. We believe that, on a global basis, the demographics of our target consumer are highly favorable and will be favorable for the foreseeable future. Today, digital engagement with consumers and innovation is paramount. Many companies are focused on using technology and data throughout their interactions with consumers to better deliver desired products and services. Technological innovations in marketing also provide an opportunity for companies to accelerate growth through targeted investments. In addition, we believe that many quality brands and products are under-resourced to compete in the current environment, and would benefit from investment with a global and long-term focus. As a result, we are confident that there are a substantial number of suitable acquisition opportunities. We further believe that there will be significant interest from management teams, owners and investors in our target sectors to engage with our team to achieve a public listing through a business combination with us. 3 Our team intends to identify businesses that we believe can benefit from our previous experiences and for which there is a clear and convincing vision for the future. We believe that there will be substantial transaction flow with many proprietary opportunities developed by our team and sourced from our unique network of relationships. Our objective is to create value for our shareholders by applying our strategy of identifying promising businesses and leveraging our operational and capital markets expertise to complete a business combination and accelerate future growth. Past experience or performance of our team and our advisory board and their respective affiliates is not a guarantee of either (1) our ability to successfully identify and execute a transaction or (2) success with respect to any business combination that we may consummate. You should not rely on the historical record of our team or our advisory board or their respective affiliates as indicative of future performance. See "Risk Factors — Risks Related to our Team and Their Respective Affiliates and to the Post-Business Combination Company — Past performance of Meadow Lane, our team and their respective affiliates may not be indicative of future performance of an investment in the company." Our Management Team, Independent Directors and Advisory Board Our management team and members of our advisory board have worked together extensively for more than 20 years investing in, financing and operating multiple businesses. In addition, over the past five years, our team has sourced, on behalf of Meadow Lane, over 500 potential investment opportunities from a global network of intermediaries, investors and operating executives, many of whom worked with our previous companies. Our Management Team Craig E. Barnett Craig Barnett is the Chairman of our board of directors (our "Chairman") and our Chief Executive Officer. Mr. Barnett has been the Chief Executive Officer of Meadow Lane since 2014 and its associated broker-dealer and predecessor entities since inception and established and manages the global investment team. Mr. Barnett has over 35 years of experience in investment banking, private equity and corporate development and is responsible for Meadow Lane s partnerships with financing and investment firms. Mr. Barnett has advised clients, pursued investments and overseen corporate development and finance activities with aggregate values exceeding $60 billion primarily in the consumer sectors of the global economy in the United States, Europe and Asia. In addition, Mr. Barnett has been highly active in corporate development, financing and acquisitions for GUS, Experian, Burberry, Argos, Arcade and Shaklee. Previously, Mr. Barnett was a senior executive in private equity and investment banking. He was a Managing Director with The Blackstone Group Inc. ("Blackstone"), a Managing Director with The Bear Stearns Companies, Inc. and a Managing Director with PJ Solomon. Earlier in his career, Mr. Barnett was a Vice President at Lehman Brothers, in London, Tokyo and New York. Mr. Barnett, a graduate of the Wharton School, is active in a number of charitable and community organizations. Terry Duddy Terry Duddy is our Vice Chairman and a member of our board of directors. Mr. Duddy has over 30 years of leadership experience with public companies and is a seasoned Chief Executive and digital commerce pioneer. Mr. Duddy has also worked with Meadow Lane principals for over 20 years. Mr. Duddy was a Director and member of the Executive Committee of GUS from 1998 to 2006, having joined as the Chief Executive Officer of Argos. Mr. Duddy was also responsible for the pan-European home shopping division of GUS that, though loss making, was eventually divested for over 800 million. Mr. Duddy was furthermore a member of the Board s Demerger Committee that presided over the demerger process of GUS that included the successful IPOs of Burberry, Experian and Home Retail Group plc ("Home Retail Group"). As Chief Executive Officer of Argos and its successor independent entity, Home Retail Group, from 1998 to 2014, Mr. Duddy guided the business through both the extensive digital transformation of the industry as well as the downturn of 2009. Argos was the UK s first multichannel retailer with its e-commerce site and home delivery service launching in 1999 with over 20,000 product lines and a considerable private label brand. Mr. Duddy managed a $2 billion supply chain sourced from China, incubated emerging products, created new marketing technologies including the now ubiquitous and innovative "Click & Collect" sale and mentored a new generation of managers now in industry leadership positions. Most recently, Mr. Duddy was first Senior Independent Director and then Interim Board Chairman of Debenhams 4 plc, which he managed through administration, secured financing for a successful reorganization and recruited a new Board. Mr. Duddy has been a member of True Capital Management s advisory board since 2014, is the Chairman of London Marathon Events Ltd and is or has been a non-executive director of a number of other companies including Hammerson plc and Majid Al Futtaim Properties LLC. Martin F. Lewis Martin Lewis is our Chief Financial Officer and one of our Managing Directors. Mr. Lewis has over 35 years of leadership experience in investment banking. He is the founder and Managing Principal, since 2014, of Gower Advisers, a financial advisory boutique in New York. He has also served as a Managing Principal of Meadow Lane since 2014. Previously, Mr. Lewis was a Managing Director with Greenhill, a founding member of Miller, Buckfire Lewis & Co (now Miller Buckfire), a Managing Director of Wasserstein Perella and a Managing Director of Blackstone. Mr. Lewis was also associated with Chemical Bank in London and New York and with NM Rothschild in London and Mexico. Mr. Lewis qualified as a Chartered Accountant in the UK and graduated with an M.A. from Oxford University. Scott M. Napolitano Scott Napolitano is one of our Managing Directors. Mr. Napolitano has over 20 years of experience in investment banking acting as strategic and capital advisor to companies and private equity firms, principally in the healthcare and consumer sectors, evaluating mergers, acquisitions and strategic and financing alternatives. Mr. Napolitano is Managing Member of Scott Michael Partners LLC, an advisory and investment firm he founded in 2020 with a focus on healthcare and technology. Prior to founding Scott Michael Partners LLC, Mr. Napolitano served as a Managing Director with Nomura Securities International from 2014 to 2020 where he was Head of MedTech Investment Banking and Healthcare M&A. Previously, he was a Managing Principal with Meadow Lane. Mr. Napolitano has also held senior investment banking positions with PJ Solomon Securities, LLC ("PJ Solomon"), where he served as Managing Director and with The Goldman Sachs Group, Inc. and J.P. Morgan Chase & Co., where he served as Vice President. Mr. Napolitano is a graduate of Columbia University. Our Independent Directors James E. Lieber James Lieber has more than 25 years of experience in the strategic management of complex international projects and situations for multi-national corporations, investment funds, organizations and high net-worth individuals in Europe and the United States. Mr. Lieber is Founder and President of Lieber Strategies, a consultancy based in Paris. Prior to founding Lieber Strategies in 2005, Mr. Lieber served from 1997 to 2004 as Director of Corporate Affairs at LVMH Moet Hennessy-Louis Vuitton S.E. ("LVMH"), working with its chairman, Bernard Arnault, and his executive committee on major strategic projects. Mr. Lieber directed LVMH s strategy in several multi-billion-dollar transactions and business conflicts and managed LVMH s interests in international trade disputes and European competition clearance situations and other government relations matters. Before joining LVMH, Mr. Lieber practiced law with Cleary, Gottlieb, Steen & Hamilton LLP, where he worked in New York on international securities offerings, privatizations and real estate transactions, and in Paris representing clients in cross-border acquisitions and joint ventures in the media, luxury goods and pharmaceuticals sectors. Mr. Lieber is a director of numerous companies, including LVMH Moet Hennessy Louis Vuitton Inc., DFS Group and Gabriel Resources Ltd., as well as of Stanhope Capital Group, a private wealth manager with offices in New York, London, Geneva, Paris, Philadelphia and Palm Beach. He is also a director of the French-American Foundation and a member of Panthera s Conservation Council. Mr. Lieber is an attorney admitted to practice in the State of New York and a member of the Council on Foreign Relations and the Global Advisory Council of the Woodrow Wilson Center for International Scholars. Mr. Lieber holds a Juris Doctor degree cum laude from Northwestern University School of Law in Chicago, Illinois, where he was a member of the Order of the Coif, and a Master in Public Policy from Harvard University s Kennedy School of Government, in Cambridge, Massachusetts. He received his Bachelor of Arts from Wesleyan University in Middletown, Connecticut, with honors in art history. 5 Mary C. Tanner Mary Tanner has more than 30 years of leadership experience in investment banking and has served as a director on numerous private and public companies. Ms. Tanner is Senior Managing Director of EVOLUTION Life Sciences Partners ("ELSP"), of which she is a co-founder. Ms. Tanner specializes in healthcare investment and strategic advisory work, including mergers and acquisitions, licensing, corporate minority strategic investments and fund raising. Ms. Tanner is also an active venture capital investor. Before founding ELSP with her husband and long standing business partner, Frederick Frank, Ms. Tanner held leadership positions for over 20 years in investment banking at Lehman Brothers, Bear Stearns and PJ Solomon. Ms. Tanner has directed over 500 mergers and acquisitions, over 130 initial public offerings and hundreds of financings and is highly experienced in mergers involving spinoffs of public companies. Ms. Tanner has significant expertise in life sciences, traditional pharmaceutical industries and consumer healthcare. Advisory clients of Ms. Tanner have included Pfizer Inc., Block Drug Company, Inc. ("Block Drug"), Amgen Inc., Rh ne-Poulenc S.A., Marion Merrell Dow, Inc., BASF SE, Sanofi S.A., Revlon, Inc., Faberg and L Or al S.A. Ms. Tanner was a 10-year member of the board of directors of Lineagen, Inc., a molecular diagnostic company, which was merged with Bionano Genomics, Inc. in 2021, and she was Chair of its Audit and Compliance Committee. As a member of the board of directors of Genticel, S.A., an immune oncology company in France, she assisted in merging the company with Genkyotex, a Swiss/French publicly listed company, in a cross-border transaction with Calliditas Therapeutics AB, a Swedish, Nasdaq-listed company. Previously, for a decade, she served on the board of directors of Evotec SE, a German company which is one of the largest companies in early stage contract research organization research. Ms. Tanner previously served on the board of directors of the consumer products company Block Drug prior to its sale to GlaxoSmithKline plc. Ms. Tanner received a B.A. magna cum laude from Harvard University. She serves on the Advisory Board of the Yale School of Management and is an advisor to the Blavatnik Fund for Innovation at Yale and the Yale Center for Biomedical Innovation and Technology. Laura A. Weil Laura Weil has over 25 years of corporate leadership experience. Ms. Weil has been an independent director of Carnival Corporation since 2007 and is a member of the audit, compliance and compensation committees. She is also an independent director of Global Fashion Group, SA since 2019. She previously served as a Director of Christopher & Banks Corporation. Ms. Weil is the Founder and has been the Managing Partner of Village Lane Advisory LLC, which specializes in providing executive and strategic consulting services to retailers as well as private equity firms, since 2015. Previously, Ms. Weil was the Executive Vice President and Chief Operating Officer of New York & Company, Inc., the Chief Executive Officer of Ashley Stewart LLC, the Chief Executive Officer of Urban Brands, Inc., the Chief Operating Officer of AnnTaylor Stores Corporation, the Chief Financial Officer of American Eagle Outfitters, Inc., and the Vice President Finance and CFO Credit Operations for Macy s Inc. Ms. Weil was also a senior executive with investment banking firms including Oppenheimer and Lehman Brothers. Ms. Weil Received a B.A. in Art History and Government from Smith College and an MBA from Columbia University Business School. Our Advisory Board In addition to our management team and independent directors, we have assembled a distinguished advisory board of accomplished executives that we believe will help position us as a preferred operating partner for potential business combination targets. Our advisory board will expand our sourcing networks and will assist our management team with evaluating business opportunities. In addition, we believe our advisory board s depth and breadth of experience will enable them to provide critical strategic advice to our eventual target, while best-positioning it for long-term success. Victor J. Barnett Victor Barnett has considerable experience as a successful investor in and leader of multiple global businesses. Mr. Barnett was a Director and member of the Executive Committee directing the affairs of GUS for over 20 years. Mr. Barnett also served as the Executive Chairman of Burberry and was the chief visionary for its operational reorganization and transformation. Mr. Barnett also led the global expansion, via $2.7 billion of acquisitions, of Experian. Mr. Barnett was previously a Director of Revlon and of various other private companies. 6 David C. Blatte David Blatte has over 30 years of investment banking and private equity investing experience in the consumer and retail industry sectors. He is also a seasoned operating executive in the pet industry. He is the Chairman of Worldwise, Inc., one of the five largest pet accessory companies in the U.S., and was the Founder and CEO of Quaker Pet Group, one of Worldwise s operating businesses. Mr. Blatte is a former Partner at Centre Partners, a former Partner at Catterton Partners, and a former Managing Director at Donaldson Lufkin & Jenrette Securities Corp. He holds a B.S. from the Wharton School of Business of the University of Pennsylvania. Noah Gottdiener Noah Gottdiener has 35 years of corporate leadership and investment banking experience. Mr. Gottdiener is the Executive Chairman of Kroll Inc. ("Kroll"), formerly Duff & Phelps Corp., and chairs Kroll s board of directors. He served as Chief Executive Officer and Chairman of the Board from 2004 to 2020. During that time, revenue increased from $30 million in 2004 to over $1 billion. Kroll has nearly 5,000 professionals in 30 countries and territories around the world. Mr. Gottdiener guided Kroll through a series of acquisitions, an initial public offering and a subsequent going private transaction. In April 2020, Mr. Gottdiener led Kroll through a $4.2 billion acquisition by a global investor consortium. Previously, Mr. Gottdiener was a Partner with Thomas Weisel Partners and Furman Selz LLC, and a Managing Director at Lehman Brothers Holdings Inc., where he began his career. Mr. Gottdiener is a member of the Council on Foreign Relations and sits on the Board of Trustees of the National Outdoor Leadership School (NOLS). He is a member of the Black Rock Forest Consortium Leadership Council and on the Board of Directors of AZTherapies, Inc. He is a former member of the board of trustees of The Brearley School and the Princeton School of Public and International Affairs. Brandon Ralph Brandon Ralph is the Founder and Chief Executive Officer of The Unquantifiable, a marketing services consultancy. He has over 20 years of experience navigating consumer content distribution and consumption behavior as a creative leader in omni-channel content-concentric marketing strategies. Mr. Ralph is a Founder and, for seventeen years, was the Chief Creative Officer of Code and Theory, an independent digital first creative agency. At Code and Theory, Mr. Ralph led the creative teams for fashion, lifestyle, media, and entertainment brands for publishers, including Vice, NBC Olympics, The Huffington Post, Bloomberg, and The Verge. He has also been a trusted creative collaborator for Anna Wintour, Arianna Huffington, Tina Brown, David Carey and Tomas Maier. His unique ability to learn customer behaviors and amplify brands has afforded him the opportunity to deliver award-winning strategies across a broad spectrum of industries. Mr. Ralph s clients have included Bottega Venetta, Hermes, Burger King and Dr Pepper Snapple Group. Mr. Ralph has also served as the Chief Experience Officer and Chief Creative officer of Equinox Fitness Holdings and as the Chief Creative Officer of NJOY. Carlos Rohm Carlos Rohm has been Chief Executive Officer of LCA Capital, a family office with ties to Mexico, since 2007. Previously, Mr. Rohm was a Principal of JPMorgan Partners. Mr. Rohm has been a director of and is a member of the Operating Committee of Grupo Aeroportuario del Pacifico. He is also a director of FIBRA Storage and Liv Capital Acquisition Corp., a special purpose acquisition company. Ronald Stern Ronald Stern is a highly experienced marketing and operations executive who has also been actively involved in evaluating and pursuing investment opportunities with Meadow Lane. Mr. Stern was the President and a long-time executive of SlimFast prior to its sale for $2.3 billion to Unilever PLC and subsequently served as a Consultant to Unilever. Mr. Stern is an active angel investor in emerging companies and advises a number of consumer-facing and health-oriented businesses. Jonathan H. Weis Jonathan Weis has over 30 years of corporate leadership experience. He has been the Chairman, President and Chief Executive Officer of Weis Markets, Inc. ("Weis Markets"), a leading regional supermarket chain with over 23,000 employees and 197 stores, since 2014 and has served in executive capacities with Weis Markets since 7 1989. Under the leadership of Mr. Weis, Weis Markets has expanded its operations significantly both organically and via acquisition and has maintained its market position in a highly competitive environment. Mr. Weis has also been responsible for establishing and implementing major strategic initiatives that reflect Weis Markets focus on understanding continuously evolving consumer perspectives, optimizing organizational issues with respect to human capital and operational capabilities and controlling, increasing and maximizing the considerable intellectual property associated with Weis Markets. Our Business Strategy and Competitive Advantages We intend to identify, acquire, and manage a high-quality business that can benefit from our global investment and management experience and capital markets expertise to drive ongoing value creation post-business combination in the public markets. We believe the sourcing, valuation, diligence and execution capabilities of our team will provide us with a significant pipeline of investment opportunities from which to evaluate and select a business that will benefit from our expertise. We expect that our pipeline will be reflective of large numbers of companies owned by entrepreneurs, venture capital and other private investment funds that are seeking a liquidity event and augmented operating and marketing expertise. In addition, we believe our pipeline could include business combinations with multiple companies in similar industries that result in synergistic benefits. We also believe that large corporations will continue to divest attractive but under-resourced businesses, or the intellectual property associated with such businesses, that need repositioning and are in sectors and with business models that we understand. We are confident in our reputation of being founder- and management-friendly and believe that our prior successes allow us to present a compelling set of competitive advantages and capabilities that enhance our efforts to complete a business combination: Demonstrated management track record. Our team has decades of experience building industry-leading companies that have delivered excellent stockholder value creation over an extended period as we have a history of owning, operating, and financing companies across all stages of the business lifecycle from emerging technology companies to growth-oriented businesses to established franchises. We have identified, developed and acquired multi-billion-dollar businesses that have grown significantly in value through both organic and inorganic strategies. We have also elevated our brands by employing innovative technologies, new marketing tactics, demographic targeting and modern distribution models. Differentiated sourcing network. Our team has owned and operated global businesses and has extensive operating and M&A transaction experience across the United States, Europe and Asia, and members of our team have a history of sourcing over 500 potential investment opportunities. Our deep relationships with owners and management teams, public and private companies, private equity investors, intermediaries, and financing providers provides us with a differentiated sourcing network. Value-enhancing operational expertise. Our team has significant experience attracting, enhancing and advising management teams as they embark on growth and ownership transition cycles. We are also highly regarded for having always maintained a focused and concentrated approach to investments rather than the more portfolio-centric strategy favored by many investment firms. Importantly, we have successfully managed businesses through transitional periods of development, including geographic growth and organic expansion by evolving all aspects of strategy and business processes related to sales, marketing, operations, supply chain, systems, infrastructure and personnel. We believe that our combined prior experiences enhance our attractiveness as a partner or buyer and are derived from our expertise in the following key themes: Partner with Management; Local to Global; Contemporize and Reposition; Adapt to New Technologies or Else; Build and/or Buy; and How and When to go Public. We believe that we are well-positioned to identify management teams, entrepreneurs and business owners who share our vision for long-term, sustainable value creation. 8 History of transformational acquisitions, financings and divestitures. Our team has been involved in noteworthy transactions with our prior businesses, including multiple transactions involving GUS, Experian, Argos, Arcade and Shaklee. We have corporate, financial and investment experience with a myriad of transaction structures including initial public offerings, public and private company mergers and acquisitions, founder exits, transformational mergers and divisional combinations and spin-offs. Public and capital markets experience. We have a deep understanding of the requirements necessary to operate a growing public company, including accessing capital markets and M&A experience, across business cycles. As a public entity, we believe that we can offer a wide range of advantages to shareholders such as leveraging our team s collective skills and experience to accelerate profitable growth, broaden access to debt and equity capital providers, provide liquidity alternatives for employees and investors, and provide public currency for future acquisitions. Importantly, we believe that our relationships with financial institutions and leading investors will enhance our ability to consummate a business combination expeditiously. Upon completion of this offering, our management team, assisted by members of our advisory board and our independent directors, will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. In addition to any potential target businesses we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including family business owners, entrepreneurs, management teams, investment market participants, private equity and other investment funds and large business enterprises seeking to divest non-core assets or divisions. Our Acquisition Criteria We believe that our team is well positioned to identify attractive business combination opportunities with a compelling industry backdrop and an opportunity for growth. We expect to favor potential target companies with certain industry and business characteristics that support our level of commitment to the target. Key industry characteristics that are of paramount importance in our considerations include compelling long-term growth prospects, attractive competitive dynamics, and acquisition/consolidation opportunities, in tandem with operating in an industry that exhibits these favorable attributes. Key business characteristics we look for in a target include: durability, market leadership, innovation, and focus on strong business performance through cycles. Target companies should also have a strong management team and innovative products, technologies, marketing strategies, consumer engagement approaches and distribution models. Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We are focused on the long-term growth and potential of our acquisition target, and we will implement the operating improvements that we believe are most likely to yield sustainable growth and maximize value creation. We intend to acquire one or more businesses that: address the needs of the global consumer and have established a clear and convincing vision for the future; are family or founder-owned, venture or investor-backed, or corporate divestitures; have high potential for future growth in a large addressable market; have a strong historical performance and attractive margin profile; are led by outstanding management teams; would benefit from our team s expertise as managers, acquirers and financiers to accelerate growth; are positioned to benefit from a significant capital infusion to realize strategic initiatives; and can deliver attractive risk-adjusted returns for our shareholders across business cycles. 9 These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria, and guidelines that our team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our Acquisition Process Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, or in the case of a non-compete restriction, may not present such opportunity to us at all, subject to his or her fiduciary duties under Cayman Islands law. Craig E. Barnett intends to devote a majority of his time to our affairs, however, none of our directors or officers are required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. See "Risk Factors — Risks Related to our Team and Their Respective Affiliates and to the Post-Business Combination Company — Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented." Our sponsor is managed by Craig E. Barnett, our Chairman and our Chief Executive Officer, and Mr. Barnett is the Chief Executive Officer of Meadow Lane. In addition, our sponsor is owned by entities controlled by Mr. Barnett and associated with Meadow Lane (the "Meadow Lane affiliates"). As a result, Mr. Barnett and the Meadow Lane affiliates may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support, including appointment of our directors, amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions. If our sponsor purchases any Class A ordinary shares in this offering or in the aftermarket or in privately negotiated transactions, this would increase their influence over such actions. See "Risk Factors — Risks Related to our Team and Their Respective Affiliates and to the Post-Business Combination Company — Our sponsor is managed by Craig E. Barnett, our Chairman and Chief Executive Officer, and is owned by Meadow Lane affiliates. As a result, Mr. Barnett and the Meadow Lane affiliates may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support, and their interests may differ from your interests." We do not believe, however, that the duties and obligations of the Meadow Lane affiliates will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Meadow Lane may become aware of a potential business combination opportunity that may be an attractive opportunity for our company. However, Meadow Lane is not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services to our company. Meadow Lane s role with respect to our company is expected to be primarily passive and advisory in nature. Meadow Lane may have fiduciary and/or contractual duties to its investment vehicles and to companies in which Meadow Lane has invested. As a result, Meadow Lane may have a duty to offer business combination opportunities to certain other investment vehicles or other entities before other parties, including our company. Additionally, certain companies in which Meadow Lane has invested may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination. Transactions of these types may present a conflict of interest because Meadow Lane may directly or indirectly receive a financial benefit as a result of such transaction. 10 We believe that any such potential conflicts of interest of Meadow Lane will be naturally mitigated, in part, by the differing nature of targets that Meadow Lane typically considers most attractive for its investment activities, as compared to our activities related to pursuing an initial business combination. Meadow Lane s investment activities typically involve investing in private companies, and while Meadow Lane may take a company public, it would typically invest in such an entity several years prior to an initial public offering, not at the time of the initial public offering. In contrast, the acquisition targets that we expect to find most attractive would generally have capital structures and existing business operations and infrastructure to go public immediately upon our acquisition. As a result, we may become aware of a potential transaction that is not a fit for the investment activities of Meadow Lane but that is an attractive opportunity for us. Notwithstanding our belief regarding natural mitigation, Meadow Lane may compete with us for acquisition opportunities that fall within Meadow Lane s investment objectives or strategies. A decision by Meadow Lane to pursue an opportunity would preclude us from pursuing it and could have a negative impact on our ability to complete our partnering transaction. Our advisory board members are not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services for our company. Such advisors roles with respect to our company are expected to be primarily passive and advisory in nature. Our advisory board members may have fiduciary and/or contractual duties to certain companies but do not have any fiduciary obligations to our company. As a result, our advisory board members may have a duty to offer business combination opportunities to certain other companies before our company. Additionally, certain companies affiliated with our advisory board members may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination. Transactions of these types may present a conflict of interest because our advisory board members may directly or indirectly receive a financial benefit as a result of such transaction. See "Risk Factors — Risks Related to our Team and Their Respective Affiliates and to the Post-Business Combination Company — Our advisory board members are not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services for our company." Past experience or performance of our team and our advisory board and their respective affiliates is not a guarantee of either (1) our ability to successfully identify and execute a transaction or (2) success with respect to any business combination that we may consummate. You should not rely on the historical record of our team or our advisory board or their respective affiliates as indicative of future performance. See "Risk Factors — Risks Related to our Team and Their Respective Affiliates and to the Post-Business Combination Company — Past performance of Meadow Lane, our team and their respective affiliates may not be indicative of future performance of an investment in the company." Initial Business Combination The Nasdaq listing rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into our initial business combination. We refer to this as the 80% of fair market value test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion that the price we are paying is fair to our company from a financial point of view. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company 11 Act of 1940, as amended (the "Investment Company Act"). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target business or issue a substantial number of new shares to third parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test. If our initial business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of fair market value test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to "emerging growth company" will have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. 12 Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of such undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on March 23, 2021. Our executive offices are located at 767 Third Avenue, 11th Floor, New York, New York 10017 and our telephone number is (212) 457-1540. Upon completion of this offering, our corporate website address will be www.PearlHAC.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. 13 THE OFFERING In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled "Risk Factors" of this prospectus. Securities offered 17,500,000 units (or 20,125,000 units if the underwriters option to purchase additional units is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-half of one redeemable warrant. Proposed Nasdaq symbols Units: "PRLHU" Class A ordinary shares: "PRLH" Warrants: "PRLHW" Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Morgan Stanley & Co. LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet of the company reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters option to purchase additional units is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters option to purchase additional units. 14 Units: Number issued and outstanding before this offering 0 Number issued and outstanding after this offering 17,500,000(1) Ordinary shares: Number issued and outstanding before this offering 5,031,250(2)(3) Number issued and outstanding after this offering 21,875,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 9,000,000(1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 17,750,000(1) Exercisability Each whole warrant offered in this offering is exercisable to purchase one Class A ordinary share, subject to adjustment as provided herein, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, which we believe will make us a more attractive business combination partner for target businesses. ____________ (1) Assumes no exercise of the underwriters option to purchase additional units and the forfeiture by our sponsor of 656,250 founder shares. (2) Consists solely of founder shares and includes up to 656,250 founder shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters option to purchase additional units is exercised. (3) Founder shares are currently classified as Class B ordinary shares, which shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment as described below adjacent to the caption "Founder shares conversion and anti-dilution rights." (4) Includes 17,500,000 public shares and 4,375,000 founder shares. 15 Exercise price $11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under "Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00" will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable 30 days after completion of our initial business combination; provided that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under "Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00"). We are registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, under the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than 20 business days, after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC, and within 60 business days following our initial business combination to have declared effective, a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange 16 such that they satisfy the definition of a "covered security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon not less than 30 days prior written notice of redemption to each warrant holder, which we refer to as the "30-day redemption period"; and if, and only if, the last reported sale price (the "closing price") of our Class A ordinary shares for any 20 trading days within any 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities — Redeemable Warrants — Public Shareholders Warrants — Anti-dilution Adjustments"). We will not redeem the warrants as described above for cash unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem warrants even if the holders are otherwise unable to exercise their warrants. 17 No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled "Description of Securities — Redeemable Warrants — Public Shareholders Warrants" for additional information. Extension of time to complete business combination If we anticipate that we may not be able to consummate our initial business combination within 18 months, our sponsor may cause us to extend the available time to consummate our initial business combination by three months. In order to exercise the extension option, our sponsor must deposit into the trust account $0.05 per share (a total of $875,000, or $1,006,250 if the underwriters option to purchase additional units is exercised in full) on or prior to the date of the applicable deadline. Our sponsor may exercise the extension option up to two times, allowing for up to an additional six months (for a total of up to 24 months) to complete a business combination. Our sponsor or its affiliates or designees will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. Such note would either be paid upon consummation of our initial business combination, or, at the lender s discretion, converted upon consummation of our business combination into additional private placement warrants at a price of $1.00 per warrant. In the event that we receive notice from our sponsor five days prior to the applicable deadline of its intent to exercise an extension option, we intend to issue a press release announcing such intention to exercise the extension option at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether the funds were timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. Any note issued pursuant to such loan would be in addition to any notes issued pursuant to working capital loans made to us. Founder shares On April 3, 2021, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering and formation costs in exchange for an aggregate of 7,187,500 founder shares. In November 2021, our sponsor surrendered an aggregate of 2,156,250 founder shares for no consideration, thereby reducing the aggregate number of founder shares outstanding to 5,031,250, resulting in an effective purchase price paid for the founder shares of approximately $0.005 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of these founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. Our initial shareholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). If we increase or decrease the size of this offering, we will effect a capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our founder shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 656,250 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters option to purchase additional units is exercised. 18 The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions contained in a letter agreement that our initial shareholders, directors and officers have entered into with us, as described in more detail below; pursuant to such letter agreement, our initial shareholders, directors and officers have agreed to waive: (1) their redemption rights with respect to any founder shares and public shares held by them, as applicable, in connection with the completion of our initial business combination; (2) their redemption rights with respect to any founder shares and public shares held by them in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination activity; and (3) their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our initial shareholders, directors and officers have agreed to vote any founder shares and public shares held by them in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 6,562,501, or 37.5% (assuming all issued and outstanding shares are voted and the option to purchase additional units is not exercised), or none (assuming only the minimum number of shares representing a quorum, being one-third of our issued and outstanding ordinary shares entitled to vote at the meeting, are voted and the underwriters option to purchase additional units is not exercised), of the 17,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have such initial business combination approved; 19 the founder shares will automatically convert into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and the founder shares are entitled to registration rights. Transfer restrictions on founder shares Except as described herein, pursuant to a letter agreement entered into with us, our initial shareholders, directors and officers have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination; and (B) subsequent to our initial business combination (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 120 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property (except with respect to permitted transferees as described herein under "Principal Shareholders — Transfers of Founder Shares and Private Placement Warrants"). Any permitted transferees would be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Founder shares conversion and anti-dilution rights We have 5,031,250 Class B ordinary shares, par value $0.0001 per share, issued and outstanding. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and other similar transactions, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of this offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination. The term "equity-linked securities" refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. 20 Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to our initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by the holders of at least 90% of our ordinary shares who attend and vote in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 9,000,000 (or 10,050,000 if the underwriters option to purchase additional units is exercised in full) private placement warrants at a price of $1.00 per warrant ($9,000,000 in the aggregate or $10,050,000 in the aggregate if the underwriters option to purchase additional units is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. If we increase or decrease the size of this offering, we will adjust the number of private placement warrants purchased to account for the change in upfront underwriting discount to be paid upon the closing of this offering. Each private placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. For a portion of the purchase price, private placement warrants may be exercised only for a whole number of shares. If we do not complete our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will not be redeemable by us. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Our sponsor, as well as its permitted transferees, have the option to exercise the private placement warrants on a cashless basis. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under "Principal Shareholders — Transfers of Founder Shares and Private Placement Warrants." 21 Proceeds to be held in trust account Nasdaq listing rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $184,000,000 in gross proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, or $211,300,000 if the underwriters option to purchase additional units is exercised in full, $178,500,000 ($10.20 per unit), or $202,275,000 ($10.20 per unit) if the underwriters option to purchase additional units is exercised in full (including $6,125,000 (or $7,043,750 if the underwriters option to purchase additional units is exercised in full) in deferred underwriting commissions), will be deposited into a trust account located in the United States at J.P. Morgan Chase Bank N.A., with Continental Stock Transfer & Trust Company acting as trustee, and $2 million will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The funds in the trust account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (2) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. 22 Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association, as described above. Based on current interest rates, we expect the trust account to generate approximately $89,250 of interest annually (assuming an interest rate of 0.05% per year). Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,350,000 in working capital after the payment of approximately $650,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our team or any of their affiliates or other third parties, although they are under no obligation to loan funds to, or otherwise invest in, us; and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Nasdaq listing rules require that an initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into our initial business combination. We refer to this as the 80% of fair market value test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public shareholders with our analysis of our satisfaction of the 80% of fair market value test, as well as the basis for our determinations. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion that the price we are paying is fair to our company from a financial point of view. 23 We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test; provided that in the event that our initial business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or any of their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material non-public information), our sponsor, directors, officers, advisors or any of their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, our sponsor, directors, officers, advisors or any of their affiliates are under no obligation or duty to do so and they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If our sponsor, directors, officers, advisors or any of their affiliates engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. See "Proposed Business — Permitted purchases and other transactions with respect to our securities" for a description of how our sponsor, directors, officers, advisors or any of their affiliates will select which shareholders to enter into private transactions with. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; provided, however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our sponsor, directors, officers, advisors or any of their affiliates will be restricted from making any purchases if such purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. 24 Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.20 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (1) in connection with a general meeting called to approve the business combination or (2) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law or stock exchange listing requirement or we choose to seek shareholder approval for business or other reasons. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. 25 Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration. If we seek shareholder approval, we will complete our initial business combination only if we receive the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of ordinary shares who attend and vote at a general meeting of the company. In such case, pursuant to the terms of a letter agreement entered into with us, our initial shareholders have agreed (and their permitted transferees will agree) to vote their founder shares and any public shares held by them in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon. Our directors and officers also have agreed to vote in favor of our initial business combination with respect to any public shares acquired by them. These voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. 26 Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions. Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for working capital or other general corporate purposes; or (3) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all public shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Tendering share certificates in connection with a tender offer or redemption rights We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the initially scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its 27 redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Redemption rights in connection with proposed amendments to our amended and restated memorandum and articles of association Our amended and restated memorandum and articles of association provide that any of its provisions (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial business combination, which require the approval of a majority of the holders of at least 90% of our ordinary shares attending and voting in a general meeting), including those related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the sale of private placement warrants into the trust account and not release such amounts except in specified circumstances), may be amended if approved by the holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. Our initial shareholders, who will beneficially own 20% of our ordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering), may participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, directors and officers have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. Our initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination. 28 Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be disbursed directly by the trustee or released to us to pay amounts due to any public shareholders who properly exercise their redemption rights as described above under "Redemption rights for public shareholders upon completion of our initial business combination," to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, directors and officers have agreed that we will have only 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering to complete our initial business combination. If we have not completed our initial business combination within such 18-month (or up to 24-month if our sponsor exercises its extension options) period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18-month (or up to 24-month if our sponsor exercises its extension options) time period. Our initial shareholders have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering. However, if our initial shareholders acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 18-month (or up to 24-month if our sponsor exercises its extension options) time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within the allotted time frame and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. 29 Our sponsor, directors and officers have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by us to our sponsor, our team, our advisory board members or our or any of their affiliates for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; payment to our sponsor of a total of $15,000 per month for office space, administrative and support services; payment of customary fees for financial advisory services; reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our directors and officers to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $2,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. These payments may be funded using the net proceeds of this offering and the sale of the private placement warrants not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, directors or officers, or our or any of their affiliates. 30 Audit committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled "Management — Committees of the Board of Directors — Audit Committee." Conflicts of interest Our team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. For more information, see the section entitled "Management — Conflicts of Interest." Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, or in the case of a non-compete restriction, may not present such opportunity to us at all, subject to his or her fiduciary duties under Cayman Islands law. Our Chairman intends to devote a majority of his time to our affairs, however, none of our directors or officers are required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. See "Risk Factors — Risks Related to our Team and Their Respective Affiliates and to the Post-Business Combination Company — Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented." 31 Our sponsor is managed by Craig E. Barnett, our Chairman and Chief Executive Officer, and Craig E. Barnett is the Chief Executive Officer of Meadow Lane. In addition, our sponsor is owned by Meadow Lane affiliates. As a result, Mr. Barnett and the Meadow Lane affiliates may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support, including appointment of our directors, amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions. If our sponsor purchases any Class A ordinary shares in this offering or in the aftermarket or in privately negotiated transactions, this would increase their influence over such actions. See "Risk Factors — Risks Related to our Team and Their Respective Affiliates and to the Post-Business Combination Company — Our sponsor is managed by Craig E. Barnett, our Chairman and Chief Executive Officer, and is owned by entities controlled by him and associated with Meadow Lane. As a result, Mr. Barnett and the Meadow Lane affiliates may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support, and their interests may differ from your interests." We do not believe, however, that the duties and obligations of the Meadow Lane affiliates will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Meadow Lane may become aware of a potential business combination opportunity that may be an attractive opportunity for our company. However, Meadow Lane is not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services to our company. Meadow Lane s role with respect to our company is expected to be primarily passive and advisory in nature. Meadow Lane may have fiduciary and/or contractual duties to its investment vehicles and to companies in which Meadow Lane has invested. As a result, Meadow Lane may have a duty to offer business combination opportunities to certain other investment vehicles or other entities before other parties, including our company. Additionally, certain companies in which Meadow Lane has invested may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination. Transactions of these types may present a conflict of interest because Meadow Lane may directly or indirectly receive a financial benefit as a result of such transaction. We believe that any such potential conflicts of interest of Meadow Lane will be naturally mitigated, in part, by the differing nature of targets that Meadow Lane typically considers most attractive for its investment activities, as compared to our activities related to pursuing an initial business combination. Meadow Lane s investment activities typically involve investing in private companies, and while Meadow Lane may take a company public, it would typically invest in such an entity several years prior to an initial public offering, not at the time of the initial public offering. In contrast, the acquisition targets that we expect to find most attractive would generally have capital structures and existing business operations and infrastructure to go public immediately upon our acquisition. As a result, we may become aware of a potential transaction that is not a fit for the investment activities of Meadow Lane but that is an attractive opportunity for us. Notwithstanding our belief regarding natural mitigation, Meadow Lane may compete with us for acquisition opportunities that fall within Meadow Lane s investment objectives or strategies. A decision by Meadow Lane to pursue an opportunity would preclude us from pursuing it and could have a negative impact on our ability to complete our partnering transaction. 32 Our advisory board members are not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services for our company. Such advisors roles with respect to our company are expected to be primarily passive and advisory in nature. Our advisory board members may have fiduciary and/or contractual duties to certain companies but do not have any fiduciary obligations to our company. As a result, our advisory board members may have a duty to offer business combination opportunities to certain other companies before our company. Additionally, certain companies affiliated with our advisory board members may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination. Transactions of these types may present a conflict of interest because our advisory board members may directly or indirectly receive a financial benefit as a result of such transaction. See "Risk Factors — Risks Related to our Team and Their Respective Affiliates and to the Post-Business Combination Company — Our advisory board members are not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services for our company." Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.20 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations. 33 Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see "Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419." You should carefully consider these and the other risks set forth in the section entitled "Risk Factors" beginning on page 38 of this prospectus. Summary of Risk Factors An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance of Meadow Lane, our team and their respective affiliates may not be indicative of future performance of an investment in the company. Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. If we seek shareholder approval of our initial business combination, our initial shareholders, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination. If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase shares or warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public "float" of our securities. You will not be entitled to certain protections afforded to investors of some other blank check companies. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares and/or warrants, potentially at a loss. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we may depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination. The coronavirus (COVID-19) pandemic and the impact on businesses and debt and equity markets could have a material adverse effect on our search for an initial business combination, and any target business with which we ultimately consummate an initial business combination. 34 If we have not completed our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) of the closing of this offering, our public shareholders may be forced to wait beyond such 18 months (or up to 24 months if our sponsor exercises its extension options) before redemption from our trust account. The grant of registration rights to our initial shareholders and their permitted transferees may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target and may not allow us to complete the most desirable business combination or optimize our capital structure. We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm regarding fairness. Consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view. Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.20 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, directors or officers which may raise potential conflicts of interest. Since our initial shareholders will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. Our directors and officers will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Our directors, officers, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. The other risks and uncertainties discussed in "Risk Factors" and elsewhere in this prospectus. 35 SUMMARY FINANCIAL DATA The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. Actual As Adjusted Balance Sheet Data: Working (deficiency) capital(1) $ (735,871 ) $ 173,716,015 Total assets(2) $ 728,386 $ 179,841,015 Total liabilities(3) $ 737,371 $ 6,125,000 Value of ordinary shares subject to possible redemption(4) $ — $ 178,500,000 Shareholders equity (deficit) $ (8,985 ) $ (4,783,985 ) ____________ (1) The "as adjusted" calculation includes $178,500,000 of cash held in trust from the proceeds of this offering and the sale of the private warrants, plus $1,350,000 of cash held outside the trust account, less $8,985 of actual shareholders equity on September 30, 2021, less $6,125,000 of deferred underwriting commissions. (2) The "as adjusted" calculation equals $178,500,000 of cash held in trust from the proceeds of this offering and the sale of the private warrants, plus $1,350,000 in cash held outside the trust accounts less $8,985 of actual shareholders equity on September 30, 2021. (3) The "as adjusted" calculation equals $6,125,000 of deferred underwriting commissions, assuming the over-allotment option is not exercised. (4) The "as adjusted" calculation equals the "as adjusted" total assets, less the "as adjusted" total liabilities, less the "as adjusted" shareholders equity. If no business combination is completed within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering, the proceeds then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable) will be used to fund the redemption of our public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares and public shares if we fail to complete our initial business combination within such 18-month (or up to 24-month if our sponsor exercises its extension options) time period. 36 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some statements contained in this prospectus are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our team s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks, uncertainties and other assumptions include, but are not limited to, the following: our ability to select an appropriate target business or businesses; our ability to complete our initial business combination; our expectations around the performance of a prospective target business or businesses; our expectations around the performance or projections of markets or industries; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our directors and officers allocating their time to other businesses and potentially having conflicts of interest with or otherwise conflicting contractual obligations in connection with our business or in approving or consummating our initial business combination; our potential ability to obtain additional financing to complete our initial business combination; our pool of prospective target businesses and the industries; our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases); the ability of our directors and officers to generate a number of potential business combination opportunities; our public securities potential liquidity and trading; the lack of a market for our securities; the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; the trust account not being subject to claims of third parties; and our financial performance following this offering. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. 37 RISK FACTORS An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below and in the section above entitled "Cautionary Note Regarding Forward-Looking Statements," together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. We are a newly incorporated company incorporated under the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues. Our independent registered public accounting firm s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a "going concern." As of September 30, 2021, we had no cash and a working capital deficit of $735,871. Further, we expect to incur significant costs in pursuit of our acquisition plans. Management s plans to address this need for capital through this offering are discussed in the section of this prospectus titled "Management s Discussion and Analysis of Financial Condition and Results of Operations." Our plans to raise capital and to consummate our initial business combination may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern. Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. We may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock exchange rules or if we decide to hold a shareholder vote for business or other reasons. For instance, Nasdaq listing rules currently allow us to engage in a tender offer in lieu of a shareholder meeting, but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding shares, we would seek shareholder approval of such business combination. However, except as required by applicable law or stock exchange rules, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may consummate our initial business combination even if holders of a majority of the issued and outstanding ordinary shares do not approve of the business combination we consummate. Please see the section entitled "Proposed Business — Effecting Our Initial Business Combination — Shareholders may not have the ability to approve our initial business combination" for additional information. 38 If we seek shareholder approval of our initial business combination, our initial shareholders, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our initial shareholders, directors and officers have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them in favor of our initial business combination. A quorum for such meeting will be present if the one-third of our issued and outstanding ordinary shares entitled to vote at the meeting are represented in person or by proxy. Our initial shareholders, directors and officers will count toward this quorum and, pursuant to the letter agreement, our initial shareholders, directors and officers have agreed to vote any founder shares and public shares held by them (including any shares purchased in this offering or in open market and privately negotiated transactions) in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 6,562,501, or 37.5% (assuming all issued and outstanding shares are voted and the option to purchase additional units is not exercised), or none (assuming only the minimum number of shares representing a quorum, being one-third of our issued and outstanding ordinary shares entitled to vote at the meeting, are voted and the option to purchase additional units is not exercised), of the 17,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have such initial business combination approved. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any. We expect that our initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares at the time of any such shareholder vote. Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders. The agreement by our initial shareholders, directors and officers to vote in favor of our initial business combination and our quorum threshold will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination. Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination. At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Additionally, since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, if we do not seek shareholder approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target and may not allow us to complete the most desirable business combination or optimize our capital structure. We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with a business combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial business combination. If we are able to consummate an initial business combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay and the payment of the deferred underwriting commissions. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. 39 Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination (including, potentially, with the same target). Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights and, therefore, we will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third-party financing. In addition, if a larger number of shares is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful increases. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market. The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the end of the 18-month (or up to 24-month if our sponsor exercises its extension options) period. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 pandemic and the status of debt and equity markets. In December 2019, a novel strain of coronavirus was reported to have surfaced, which has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a "Public Health Emergency of International Concern." On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health 40 emergency for the United States to aid the U.S. healthcare community in responding to the COVID-19 outbreak, and on March 11, 2020, the World Health Organization classified the outbreak as a "pandemic." The pandemic, together with resulting voluntary and U.S. federal and state and non-U.S. governmental actions, including, without limitation, mandatory business closures, public gathering limitations, restrictions on travel and quarantines, has meaningfully disrupted the global economy and markets. Although the long-term economic fallout of the COVID-19 pandemic is difficult to predict, it has and is expected to continue to have ongoing material adverse effects across many, if not all, aspects of the regional, national and global economy. The COVID-19 pandemic has resulted in, and a significant pandemic of other infectious diseases could result in, a widespread health crisis that has, and in the future could, materially adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we may consummate a business combination could be materially adversely affected. Furthermore, we may be unable to complete an initial business combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors, limit the ability to conduct due diligence or limit the ability of a potential target company s personnel, vendors and services providers to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for an initial business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of and perceptions to COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Finally, the outbreak of COVID-19 or other infectious diseases may also have the effect of heightening many of the other risks described in this "Risk Factors" section, such as those related to the market for our securities and cross-border transactions. We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.20 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. Our sponsor, directors and officers have agreed that we must complete our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering. We may not be able to find a suitable target business and complete our initial business combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the COVID-19 pandemic continues both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the COVID-19 pandemic may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such time period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may receive only $10.20 per share, or less than $10.20 per share, on the redemption of their shares, and our warrants will expire worthless. See "— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share" and other risk factors herein. 41 If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase shares or warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public "float" of our securities. If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material non-public information), our sponsor, directors, officers, advisors or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, our sponsor, directors, officers, advisors or any of their respective affiliates are under no obligation or duty to do so and they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. See "Proposed Business — Permitted purchases and other transactions with respect to our securities" for a description of how our sponsor, directors, officers, advisors or any of their respective affiliates will select which shareholders to enter into private transactions with. The purpose of such purchases could be to vote such shares in favor of our initial business combination and thereby increase the likelihood of obtaining shareholder approval of our initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. This may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.20 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless. We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. Additionally, the number of blank check companies looking for business combination targets has increased compared to recent years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing business combinations. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of this offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial business combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.20 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire 42 worthless. See "— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share" and other risk factors herein. If the funds not being held in the trust account are insufficient to allow us to operate for at least the 18 months (or up to 24 months if our sponsor exercises its extension options) following the closing of this offering, we may be unable to complete our initial business combination. The funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the 18 months (or up to 24 months if our sponsor exercises its extension options) following the closing of this offering, assuming that our initial business combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans. Management s plans to address this need for capital through this offering and potential loans from certain of our affiliates are discussed in the section of this prospectus titled "Management s Discussion and Analysis of Financial Condition and Results of Operations." However, our affiliates are not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time. We believe that, upon the closing of this offering, the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the 18 months (or up to 24 months if our sponsor exercises its extension options) following the closing of this offering; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a "no-shop" provision (a provision in letters of intent designed to keep target businesses from "shopping" around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.20 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. See "— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share" and other risk factors herein. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we may depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination. Of the net proceeds of this offering and the sale of the private placement warrants, only approximately $1,350,000 will be available to us initially outside the trust account to fund our working capital requirements. In the event that our offering expenses exceed our estimate of $650,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $650,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our team nor any of their respective affiliates is under any obligation to loan funds to, or otherwise invest in, us in such circumstances. Any such loans may be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. If we have not completed our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In such case, our public shareholders may receive only $10.20 per share, or less in certain circumstances, and our warrants will expire worthless. See "— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share" and other risk factors herein. 43 Changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations. We are and will be subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements, our business combination may be contingent on our ability to comply with certain laws and regulations and any post-business combination company may be subject to additional laws and regulations. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, including as a result of changes in economic, political, social and government policies, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including: restrictions on the nature of our investments; and restrictions on the issuance of securities; each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including: registration as an investment company with the SEC; adoption of a specific form of corporate structure; and reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. We do not believe that our anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.20 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. As the number of special purpose acquisition companies increases, there may be more competition to find an attractive target for an initial business combination. This could increase the costs associated with completing our initial business combination and may result in our inability to find a suitable target for our initial business combination. In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many companies have entered into business combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies seeking targets for their initial business combination, 44 as well as many additional special purpose acquisition companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to identify a suitable target for an initial business combination. In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find a suitable target for and/or complete our initial business combination. Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. In recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future. The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense and/or accept less favorable terms. Furthermore, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination s ability to attract and retain qualified officers and directors. In addition, after completion of any initial business combination, our directors and officers could be subject to potential liability from claims arising from conduct alleged to have occurred prior to such initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims ("run-off insurance"). The need for run-off insurance would be an added expense for the post-business combination entity and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors. We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after this offering, which may include acting as M&A advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after this offering, including, for example, in connection with the sourcing and consummation of an initial business combination. We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after this offering, including, for example, identifying potential targets, providing M&A advisory services, acting as a placement agent in a private offering or arranging debt financing transactions. We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at that time in an arm s-length negotiation; provided that no agreement will be entered into with any of the underwriters or their respective affiliates and no fees or other compensation for such services will be paid to any of the underwriters or their respective affiliates prior to the date that is 60 days from the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriters compensation in connection with this offering. The underwriters are also entitled to receive deferred underwriting commissions that are conditioned on the completion of an initial business combination. The underwriters or their respective affiliates financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination. 45 We may face risks related to companies in the healthcare industry. Business combinations with businesses in the healthcare industry entail special considerations and risks. If we are successful in completing a business combination with a target business in the healthcare industry, we will be subject to, and possibly adversely affected by, the following risks: Competition could reduce profit margins. Our inability to comply with governmental regulations affecting the healthcare industry could negatively affect our operations. An inability to license or enforce intellectual property rights on which our business may depend. The success of our planned business following consummation of our initial business combination may depend on maintaining a well-secured business and technology infrastructure. If we are required to obtain governmental approval of our products, the production of our products could be delayed and we could be required to engage in a lengthy and expensive approval process that may not ultimately be successful. Changes in the healthcare related wellness industry and markets for such products affecting our customers or retailing practices could negatively impact customer relationships and our results of operations. The healthcare industry is susceptible to significant liability exposure. If liability claims are brought against us following a business combination, it could materially adversely affect our operations. Dependence of our operations upon third-party suppliers, manufacturers or contractors whose failure to perform adequately could disrupt our business. A disruption in supply could adversely impact our business. Any of the foregoing could have a materially adverse effect on our operations following a business combination. However, our efforts in identifying prospective target businesses will not be limited to the healthcare sector. Accordingly, if we acquire a target business in another industry, the risks will likely not affect us and we will be subject to other risks attendant with the specific industry in which we operate or target business which we acquire, which may or may not be different than those risks listed above. We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability. If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations. We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all. In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all. 46 Risks Relating to our Securities and Trust Account If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. See "Proposed Business — Effecting Our Initial Business Combination — Tendering share certificates in connection with a tender offer or redemption rights." You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares and/or warrants, potentially at a loss. Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (2) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares and/or warrants, potentially at a loss. Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. We intend to have our units listed on Nasdaq on or promptly after the date of this prospectus and our Class A ordinary shares and warrants listed on or promptly after their date of separation. Although after giving effect to this offering we expect to meet, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. In general, we must maintain a minimum amount in shareholders equity and a minimum of 400 round lot holders. Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq s initial listing requirements, which are more rigorous than Nasdaq s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share, our shareholders equity would generally be required to be at least $15 million and we would be required to have a minimum of 400 round lot holders of our unrestricted securities (with at least 50% of such round-lot holders holding unrestricted securities with a market value of at least $2,500). We cannot assure you that we will be able to meet those initial listing requirements at that time. 47 If Nasdaq delists any of our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity for our securities; a determination that our Class A ordinary shares are a "penny stock" which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; a limited amount of news and analyst coverage; and a decreased ability to issue additional securities or obtain additional financing in the future. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." Because we expect that our units and eventually our Class A ordinary shares and warrants will be listed on Nasdaq, our units, Class A ordinary shares and warrants will qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities. You will not be entitled to certain protections afforded to investors of some other blank check companies. Since the net proceeds of this offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a "blank check" company under the U.S. securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the successful completion of this offering and the sale of the private placement warrants and will file a Current Report on Form 8-K, including an audited balance sheet of the company demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. In accordance with the SEC s penny stock rules, we will calculate net tangible assets as total assets less intangible assets and liabilities. We expect our net tangible assets following this offering to exceed $5,000,001, as our total assets will primarily consist of the $178,500,000 of proceeds in the trust account and our total liabilities will consist of deferred underwriting commissions and accrued offering costs and other payables. Moreover, if this offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see "Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419." If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a "group" of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, which we refer to as the "Excess Shares," without our prior consent. However, we would not be restricting our shareholders ability to vote all of their shares (including Excess 48 Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss. Subsequent to our completion of our initial business combination, we may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment. Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial business combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value. If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share. Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed our initial business combination within the required time period, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.20 per public share initially held in the trust account, due to claims of such creditors. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in 49 the trust account to below (1) $10.20 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. Our sponsor may not have sufficient funds available to satisfy those obligations. We have not asked our sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders. In the event that the proceeds in the trust account are reduced below the lesser of (1) $10.20 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.20 per share. The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.20 per share. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.20 per share. If, after we distribute the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages. If, after we distribute the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a liquidator could seek to recover some or all amounts 50 received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith by paying public shareholders from the trust account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages. If, before distributing the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. If, before distributing the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency law, and may be included in our liquidation estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any liquidation claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation would be reduced. If we have not completed our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) of the closing of this offering, our public shareholders may be forced to wait beyond such 18 months (or up to 24 months if our sponsor exercises its extension options) before redemption from our trust account. If we have not completed our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering, we will distribute the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of public shareholders from the trust account shall be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the initial 18 months (or up to 24 months if our sponsor exercises its extension options) before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association and then only in cases where investors have properly sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we have not completed our initial business combination within the required time period and do not amend certain provisions of our amended and restated memorandum and articles of association prior thereto. Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable for a fine of up to approximately $18,300 and to imprisonment for up to five years in the Cayman Islands. 51 We may not hold an annual general meeting until after the consummation of our initial business combination. Our public shareholders will not have the right to elect or remove directors prior to the consummation of our initial business combination. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to discuss company affairs with management. In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the appointment of directors prior to consummation of our initial business combination. In addition, holders of a majority of our founder shares may remove a member of the board of directors for any reason. The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time. In certain situations, including if we are not the surviving entity of a business combination, the warrants may become exercisable for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants as soon as practicable, but in no event later than 20 business days, after the closing of our initial business combination. You will not be permitted to exercise your warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available. If the issuance of the Class A ordinary shares upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. We are registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use our commercially reasonable efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. In no event will warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available. 52 If our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of "covered securities" under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our best efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities law. The grant of registration rights to our initial shareholders and their permitted transferees may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares. Pursuant to an agreement to be entered into on or prior to the closing of this offering, at or after the time of our initial business combination, our initial shareholders and their permitted transferees can demand that we register the resale of their founder shares after those shares convert to our Class A ordinary shares. In addition, our sponsor and its permitted transferees can demand that we register the resale of the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and holders of warrants that may be issued upon conversion of working capital loans may demand that we register the resale of such warrants or the Class A ordinary shares issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders or their permitted transferees, our private placement warrants or warrants issued in connection with working capital loans are registered for resale. We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks. Our amended and restated memorandum and articles of association authorizes the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 undesignated preference shares, par value $0.0001 per share. Immediately after this offering, there will be 475,000,000 and 43,750,000 (assuming in each case that the underwriters have not exercised their option to purchase additional units) authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding warrants but not upon conversion of the Class B ordinary shares. Class B ordinary shares are convertible into Class A ordinary shares, initially at a one-for-one ratio but subject to adjustment as set forth herein. Immediately after this offering, there will be no preference shares issued and outstanding. We may issue a substantial number of additional Class A ordinary shares, and may issue preference shares, in order to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares to redeem the warrants upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. However, our amended and restated memorandum and articles of association provide, among other things, that 53 prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares on any initial business combination. The issuance of additional ordinary shares or preference shares: may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares; could cause a change of control if a substantial number of our ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers; may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; may adversely affect prevailing market prices for our units, ordinary shares and/or warrants; and may not result in adjustment to the exercise price of our warrants. Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.20 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.20 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. Our sponsor paid an aggregate of $25,000, or approximately $0.005 per founder share, and, accordingly, you will experience immediate and substantial dilution upon the purchase of our Class A ordinary shares. The difference between the public offering price per share (allocating all of the unit purchase price to the ordinary shares and none to the warrant included in the unit) and the pro forma net tangible book value per ordinary share after this offering constitutes the dilution to you and the other investors in this offering. Our sponsor acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon the closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and the other public shareholders will incur an immediate and substantial dilution of approximately 93.30% (or $9.33 per share, assuming no exercise of the underwriters option to purchase additional units), the difference between the pro forma net tangible book value per share of $0.67 and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination and would become exacerbated to the extent that public shareholders seek redemptions from the trust. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares. 54 Risks Related to our Team and Their Respective Affiliates and to the Post-Business Combination Company Because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business s operations. We may seek to complete a business combination with an operating company of any size (subject to our satisfaction of the 80% of fair market value test) and in any industry, sector or geography. However, we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or development stage entity. Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to our investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial business combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value. Past performance of Meadow Lane, our team and their respective affiliates may not be indicative of future performance of an investment in the company. Information regarding performance by Meadow Lane, our team and their respective affiliates is presented for informational purposes only. Past performance of Meadow Lane, our team and their respective affiliates is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business combination or (2) of success with respect to any business combination we may consummate. You should not rely on the historical record of Meadow Lane, our team or their respective affiliates or any related investment s performance as indicative of our future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines. Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these criteria and guidelines, such initial business combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.20 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. 55 We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings. To the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm regarding fairness. Consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view. Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion that the price we are paying is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination. We are dependent upon our directors and officers and their departure could adversely affect our ability to operate. Our operations are dependent upon a relatively small group of individuals. We believe that our success depends on the continued service of our directors and officers, at least until we have completed our initial business combination. In addition, our Chairman intends to devote a majority of his time to our affairs, however, none of our directors or officers are required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us. Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of our or a target s key personnel could negatively impact the operations and profitability of our post-combination business. Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. In addition, the directors and officers of an acquisition candidate may resign upon completion of our initial business combination. The departure of a business combination target s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business. 56 Since our sponsor, our team and our advisory board members will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. On April 3, 2021, our sponsor purchased an aggregate 7,187,500 founder shares for a total purchase price of $25,000, or approximately $0.004 per share. In November 2021, our sponsor surrendered an aggregate of 2,156,250 founder shares for no consideration, thereby reducing the aggregate number of founder shares outstanding to 5,031,250, resulting in an effective purchase price paid for the founder shares of approximately $0.005 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 20,125,000 units if the underwriters option to purchase additional units is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 656,250 of the founder shares will be forfeited by our sponsor depending on the extent to which the underwriters option to purchase additional units is exercised. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor has committed to purchase an aggregate of 9,000,000 private placement warrants (or up to 10,050,000 warrants if the underwriters option to purchase additional units is exercised in full), each exercisable for one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $9,000,000 (or up to $10,050,000 if the underwriters option to purchase additional units is exercised in full), or $1.00 per warrant, that will also be worthless if we do not complete our initial business combination. The personal and financial interests of our executive officers, directors and advisory board members may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 18-month (or up to 24-month if our sponsor exercises its extension options) anniversary of the closing of this offering nears, which is the deadline for our completion of an initial business combination. Members of our team may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous. Members of our team may be able to remain with the company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of our initial business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary duties under Cayman Islands law. However, we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of the members of our team or advisory board will remain with us after the completion of our initial business combination. We cannot assure you that any members of our team will remain in senior management or advisory positions with us. The determination as to whether any members of our team will remain with us will be made at the time of our initial business combination. We may have limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company. When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholder or warrant holder who 57 chooses to remain a shareholder or warrant holder, respectively, following our initial business combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value. The directors and officers of an acquisition candidate may resign upon completion of our initial business combination. The departure of a business combination target s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. Our team will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Our Chairman intends to devote a majority of his time to our affairs, however, none of our directors or officers are required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Our officers may be engaged in other business endeavors for which they may be entitled to substantial compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs. Certain of our independent directors also serve as officers or board members for other entities. If our officers and directors other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs, which may have a negative impact on our ability to complete our initial business combination. For a discussion of our officers and directors other business affairs, please see "Management and Advisors — Directors, Director Nominees and Officers." Certain of our directors, officers and advisory board members are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our sponsor, our team and our advisory board members are, or may in the future become, affiliated with entities that are engaged in a similar business. Our officers, directors and members of our advisory board have agreed not to participate in the formation of, or become an officer, director or strategic advisor of, any other special purpose acquisition company with a class of securities registered under the Exchange Act without our prior written consent, which will not be unreasonably withheld. Our team and our advisory board members also may become aware of business opportunities that may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to other entities prior to its presentation to us, subject to his or her fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. For a complete discussion of our officers and directors business affiliations and the potential conflicts of interest that you should be aware of, please see "Management and Advisors — Directors, Director Nominees and Officers," "Management and Advisors — Conflicts of Interest" and "Certain Relationships and Related Party Transactions." 58 Our directors, officers, advisory board members, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. We have not adopted a policy that expressly prohibits our directors, officers, advisory board members, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours. In particular, affiliates of our sponsor have invested in a diverse set of industries. As a result, there may be substantial overlap between companies that would be a suitable business combination for us and companies that would make an attractive target for such other affiliates. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, directors or officers which may raise potential conflicts of interest. In light of the involvement of our sponsor, directors and officers with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, directors and officers. Certain of our directors and officers also serve as officers and board members for other entities, including those described under "Management and Advisors — Conflicts of Interest." Such entities may compete with us for business combination opportunities. Our sponsor, directors and officers are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines for a business combination as set forth in "Proposed Business — Effecting Our Initial Business Combination — Selection of a target business and structuring of our initial business combination" and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement that we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, directors or officers, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest. Meadow Lane is not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services to our company. Meadow Lane may become aware of a potential business combination opportunity that may be an attractive opportunity for our company. However, Meadow Lane is not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services to our company. Employees of Meadow Lane may have fiduciary and/or contractual duties to other companies in which Meadow Lane or its affiliates have invested. As a result, employees of Meadow Lane may have a duty to offer business combination opportunities to Meadow Lane, other investment vehicles or other entities before other parties, including our company. Additionally, other companies in which Meadow Lane may have invested may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination. Transactions of these types may present a conflict of interest because Meadow Lane may directly or indirectly receive a financial benefit as a result of such transaction. We believe that any such potential conflicts of interest of Meadow Lane will be naturally mitigated, in part, by the differing nature of targets that Meadow Lane typically considers most attractive for its investment activities, as compared to our activities related to pursuing an initial business combination. Meadow Lane s investment activities typically involve investing in private companies, and while Meadow Lane may take a company public, it would typically invest in such an entity several years prior to an initial public offering, not at the time of the initial public offering. In contrast, the acquisition targets that we expect to find most attractive would generally have capital structures and existing business operations and infrastructure to go public immediately upon our acquisition. 59 As a result, we may become aware of a potential transaction that is not a fit for the investment activities of Meadow Lane but that is an attractive opportunity for us. Notwithstanding our belief regarding natural mitigation, Meadow Lane may compete with us for acquisition opportunities that fall within Meadow Lane s investment objectives or strategies. A decision by Meadow Lane to pursue an opportunity would preclude us from pursuing it and could have a negative impact on our ability to complete our partnering transaction. For a complete discussion of our officers and directors business affiliations and the potential conflicts of interest that you should be aware of, please see "Management and Advisors — Directors, Director Nominees and Officers," "Management and Advisors — Conflicts of Interest" and "Certain Relationships and Related Party Transactions." Since our initial shareholders will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. On April 3, 2021, our sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering and formation costs in exchange for an aggregate of 7,187,500 founder shares. In November 2021, our sponsor surrendered an aggregate of 2,156,250 founder shares for no consideration, thereby reducing the aggregate number of founder shares outstanding to 5,031,250, resulting in an effective purchase price paid for the founder shares of approximately $0.005 per share. Our initial shareholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). If we increase or decrease the size of this offering, we will effect a capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our founder shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor has committed to purchase an aggregate of 9,000,000 (or 10,050,000 if the underwriters option to purchase additional units is exercised in full) private placement warrants, each exercisable for one Class A ordinary share, for a purchase price of $9,000,000 in the aggregate (or $10,050,000 in the aggregate if the underwriters option to purchase additional units is exercised in full), or $1.00 per warrant, that will also be worthless if we do not complete a business combination. Each private placement warrant may be exercised for one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. The founder shares are identical to the ordinary shares included in the units being sold in this offering except that: (1) prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; (2) the founder shares are subject to certain transfer restrictions contained in a letter agreement that our initial shareholders, directors and officers have entered into with us; (3) pursuant to such letter agreement, our initial shareholders, directors and officers have agreed to waive: (i) their redemption rights with respect to any founder shares and public shares held by them, as applicable, in connection with the completion of our initial business combination; (ii) their redemption rights with respect to any founder shares and public shares held by them in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination activity; and (iii) their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame); (4) the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and (5) the founder shares are entitled to registration rights directors and officers. If we submit our initial business combination to our public shareholders for a vote, our initial shareholders have agreed 60 (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them purchased during or after this offering in favor of our initial business combination. The personal and financial interests of our sponsor, directors and officers may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 18-month (or up to 24-month if our sponsor exercises its extension options) anniversary following the closing of this offering nears, which is the deadline for the completion of our initial business combination. While we do not expect our board of directors to approve any amendment to or waiver of the letter agreement or registration rights agreement prior to our initial business combination, it may be possible that our board of directors, in exercising its business judgement and subject to its fiduciary duties, chooses to approve one or more amendments to or waivers of such agreements in connection with the consummation of our initial business combination. Any such amendments or waivers would not require approval from our shareholders, may result in the completion of our initial business combination that may not otherwise have been possible and may have an adverse effect on the value of an investment in our securities. We may be able to complete only one business combination with the proceeds of this offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. The net proceeds from this offering and the sale of the private placement warrants will provide us with $175,000,000 (or $201,250,000 if the underwriters option to purchase additional units is exercised in full) that we may use to complete our initial business combination (which includes $6,125,000 (or $7,043,750 if the underwriters option to purchase additional units is exercised in full) of deferred underwriting commissions being held in the trust account, and excludes estimated offering expenses of $650,000). We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be: solely dependent upon the performance of a single business, property or asset; or dependent upon the development or market acceptance of a single or limited number of products, processes or services. This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination. Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business. We may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will complete such business combination only if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to our initial business combination 61 may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new ordinary shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target, or issue a substantial number of new shares to third parties in connection with financing our initial business combination. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business. Our initial shareholders will control the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, they will appoint all of our directors prior to our initial business combination and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support. Upon the closing of this offering, our initial shareholders will own 20% of our issued and outstanding ordinary shares (assuming they do not purchase any units in this offering). In addition, prior to our initial business combination, holders of the founder shares will have the right to appoint all of our directors and may remove members of the board of directors for any reason. Holders of our public shares will have no right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by the holders of a majority of at least 90% of our ordinary shares attending and voting in a general meeting. As a result, you will not have any influence over the appointment of directors prior to our initial business combination. Neither our initial shareholders nor, to our knowledge, any of our directors or officers, have any current intention to purchase additional securities, other than as disclosed in this prospectus. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, as a result of their substantial ownership in our company, our initial shareholders may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions. If our initial shareholders purchase any Class A ordinary shares in this offering or in the aftermarket or in privately negotiated transactions, this would increase their influence over these actions. Accordingly, our initial shareholders will exert significant influence over actions requiring a shareholder vote at least until the completion of our initial business combination. Our sponsor is managed by Craig E. Barnett, our Chairman and Chief Executive Officer, and is owned by entities controlled by him and associated with Meadow Lane. As a result, Mr. Barnett and the Meadow Lane affiliates may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support, and their interests may differ from your interests. Our sponsor is managed by Craig E. Barnett, our Chairman and Chief Executive Officer, and Craig E. Barnett is the Chief Executive Officer of Meadow Lane. In addition, our sponsor is owned by Meadow Lane affiliates. As a result, Mr. Barnett and the Meadow Lane affiliates may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support, including appointment of our directors, amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions. If our sponsor purchases any Class A ordinary shares in this offering or in the aftermarket or in privately negotiated transactions, this would increase their influence over such actions. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. The interests of Craig E. Barnett and the Meadow Lane affiliates may differ from or be opposed to the interests of other shareholders. The Meadow Lane affiliates engage in a variety of businesses, including, but not limited to, business and inventory liquidations, apparel companies and real estate investments. Opportunities may 62 arise in the area of potential competitive business activities that may be attractive to the Meadow Lane affiliates and us. The Meadow Lane affiliates are under no obligation to communicate or offer any corporate opportunity to us. In addition, the Meadow Lane affiliates have the right to engage in similar activities as us, do business with our suppliers and customers, and, except as limited by agreement, employ or otherwise engage any of our officers or employees. General Risk Factors We may be a passive foreign investment company, or "PFIC," which could result in adverse U.S. federal income tax consequences to U.S. investors. If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned "Income Tax Considerations — U.S. Federal Income Taxation — U.S. Holders") of our ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend upon the status of an acquired company pursuant to a business combination and whether we qualify for the PFIC start-up exception (see the section of this prospectus captioned "Income Tax Considerations — U.S. Federal Income Taxation — U.S. Holders — Passive Foreign Investment Company Rules"). Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, moreover, will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service ("IRS") may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a "qualified electing fund" election, but there can be no assurance that we will timely provide such required information, and such election would likely be unavailable with respect to our warrants in all cases. We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules to holders of our ordinary shares and warrants. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see "Income Tax Considerations — U.S. Federal Income Taxation — U.S. Holders — Passive Foreign Investment Company Rules." Our initial business combination or reincorporation may result in taxes imposed on shareholders and warrant holders. We may, subject to requisite shareholder approval by special resolution under the Companies Act, effect a business combination with a target company in another jurisdiction, reincorporate in the jurisdiction in which the target company or business is located, or reincorporate in another jurisdiction. Such transactions may result in tax liability for a shareholder or warrant holder in the jurisdiction in which the shareholder is a tax resident (or in which its members are resident if it is a tax transparent entity), in which the target company is located, or in which we reincorporate. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation. We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in us. Although we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may choose to incur substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including: default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; 63 acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; our inability to pay dividends on our ordinary shares; using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree. Our amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, directors, officers, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all public shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. In order to effectuate an initial business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that some of our shareholders may not support. In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association requires at least a special resolution of our shareholders as a matter of Cayman Islands law. A resolution is deemed to be a special resolution as a matter of Cayman Islands law where it has been approved by either (1) holders of at least two-thirds (or any higher threshold specified in a company s articles of association) of a company s ordinary shares at a general meeting for which 64 notice specifying the intention to propose the resolution as a special resolution has been given or (2) if so authorized by a company s articles of association, by a unanimous written resolution of all of the company s shareholders. Our amended and restated memorandum and articles of association provide that special resolutions must be approved either by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting (i.e., the lowest threshold permissible under Cayman Islands law) (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial business combination, which require the approval of the holders of a majority of at least 90% of our ordinary shares attending and voting in a general meeting), or by a unanimous written resolution of all of our shareholders. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then issued and outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments, including the warrant agreement, or extend the time to consummate an initial business combination in order to effectuate our initial business combination. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. Our letter agreement with our initial shareholders, directors and officers and registration rights agreement may be amended, and provisions therein may be waived, without shareholder approval. Our letter agreement with our initial shareholders, directors and officers contain provisions relating to transfer restrictions of our founder shares and private placement warrants, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account. The letter agreement and the registration rights agreement may be amended, and provisions therein may be waived, without shareholder approval (although releasing the parties from the restriction contained in the letter agreement not to transfer any units, warrants, Class A ordinary shares or any other securities convertible into, or exercisable, or exchangeable for, Class A ordinary shares for 180 days following the date of this prospectus will require the prior written consent of Morgan Stanley & Co. LLC). While we do not expect our board to approve any amendment to or waiver of the letter agreement or registration rights agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to or waivers of such agreements. Any such amendments or waivers would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities. Certain provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate the completion of an initial business combination that some of our shareholders may not support. Our amended and restated memorandum and articles of association provide that any of its provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the sale of private placement warrants into the trust account and not release such amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial business combination, which require the approval of the holders of a majority of at least 90% of our ordinary shares attending and voting in a general meeting). Our initial shareholders, who will collectively beneficially own 20% of our ordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering), may participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. Our ability to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior may increase our ability to complete our initial business combination with which you do not agree. In certain circumstances, our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association. 65 We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. Although we believe that the net proceeds of this offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business combination, because we have not yet selected any target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering and the sale of the private placement warrants prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our directors, officers or shareholders is required to provide any financing to us in connection with or after our initial business combination. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.20 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless. We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants. Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that (a) the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correcting any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus, or defective provision, (ii) removing or reducing our ability to redeem the public warrants, or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, (b) the warrant agreement may be amended by the parties thereto with the vote or written consent of the registered holders of at least 50% of the then outstanding public warrants and private placement warrants, voting together as a single class, to allow for the warrants to be or continue to be, as applicable, classified as equity in the company s financial statements, and (c) all other modifications or amendments, including any modification or amendment to increase the warrant price or shorten the exercise period, (i) with respect to the terms of the public warrants or any provision of the warrant agreement with respect to the public warrants, requires the vote or written consent of the registered holders of at least 50% of the then outstanding public warrants and (ii) with respect to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants requires the vote or written consent of at least 50% of the then outstanding private placement warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of ordinary shares purchasable upon exercise of a warrant. 66 A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination. Unlike some blank check companies, if (i) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per ordinary share; (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under "Description of Securities — Redeemable Warrants — Public Shareholders Warrants — Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00" will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business. Our warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company. Our warrant agreement will provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a "foreign action") in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an "enforcement action"), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder s counsel in the foreign action as agent for such warrant holder. This choice-of-forum provision may limit a warrant holder s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors. 67 We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the last reported sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities — Redeemable Warrants — Public Shareholders Warrants — Anti-dilution Adjustments") for any 20 trading days within any 30 trading-day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the public warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us. Our warrants and founder shares may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination. We will be issuing warrants to purchase 8,333,333 Class A ordinary shares (or up to 10,062,500 Class A ordinary shares if the underwriters option to purchase additional units is exercised in full), at a price of $11.50 per whole share (subject to adjustment as provided herein), as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing in a private placement an aggregate of 9,000,000 (or 10,050,000 if the underwriters option to purchase additional units is exercised in full) private placement warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. Our initial shareholders currently hold 5,031,250 Class B ordinary shares (up to 656,250 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriters option to purchase additional units is exercised). The Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment as set forth herein. In addition, if our sponsor, an affiliate of our sponsor or certain of our directors and officers make any working capital loans, up to $2,000,000 of such loans may be converted into warrants, at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. To the extent we issue Class A ordinary shares to effectuate a business combination, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business combination. Therefore, our warrants and founder shares may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business. The private placement warrants are identical to the warrants sold as part of the units in this offering except that, (1) the private placement warrants will not be redeemable by us; (2) the private placement warrants (and the Class A ordinary shares issuable upon exercise of the private placement warrants) may be subject to certain transfer restrictions contained in the letter agreement by and among the company, the sponsor and any other parties thereto, as amended from time to time; (3) the private placement warrants may be exercised by the holders on a cashless basis; and (4) the holders of private placement warrants (including the ordinary shares issuable upon exercise of such warrants) are entitled to registration rights. Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of some other blank check companies. Each unit contains one-half of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole warrants will trade. This is different from other offerings similar to ours whose units include one ordinary share and one whole warrant to purchase one share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of 68 a business combination since the warrants will be exercisable in the aggregate for a third of the number of shares compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share. The determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating company. Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the underwriters. In determining the size of this offering, management held customary organizational meetings with representatives of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of this offering, prices and terms of the units, including the Class A ordinary shares and warrants underlying the units, include: the history and prospects of companies whose principal business is the acquisition of other companies; prior offerings of those companies; our prospects for acquiring an operating business at attractive values; a review of debt to equity ratios in leveraged transactions; our capital structure; an assessment of our management and their experience in identifying operating companies; general conditions of the securities markets at the time of this offering; and other factors as were deemed relevant. Although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an operating company in a particular industry since we have no historical operations or financial results. There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities. There is currently no market for our securities. Shareholders therefore have no access to information about prior market history on which to base their investment decision. Following this offering, the price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of the COVID-19 pandemic. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained. Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses. The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America ("U.S. GAAP") or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), 69 or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. We are an "emerging growth company" within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Additionally, we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on 70 our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition. Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited. We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers. Our corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States. The courts of the Cayman Islands are unlikely (1) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (2) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company. Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management. Our amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include two-year director terms and the ability of the board of directors to designate the terms of and issue new series of preference shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. 71 Members of our team and companies affiliated thereof have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to our business. Members of our team have been involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As a result of such involvement, members of our team and companies affiliated thereof have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to our business. Any such proceedings or investigations may be detrimental to our or their reputation or result in other negative consequences or damages, which could negatively affect our ability to identify and complete an initial business combination and may have an adverse effect on the price of our securities. Our advisory board members are not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services for our company. Our advisory board members are not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services for our company. Such advisors roles with respect to our company is expected to be primarily passive and advisory in nature. Our advisory board members may have fiduciary and/or contractual duties to certain companies but do not have any fiduciary obligations to our company. As a result, our advisory board members may have a duty to offer business combination opportunities to certain other companies before our company. Additionally, certain companies affiliated with our advisory board members may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination. Transactions of these types may present a conflict of interest because our sponsors advisors may directly or indirectly receive a financial benefit as a result of such transaction. After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all or substantially all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights. It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all or substantially all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws. If our team pursues a company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations. If our team pursues a company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign market, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates. If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following: costs and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas markets; rules and regulations regarding currency redemption; complex corporate withholding taxes on individuals; laws governing the manner in which future business combinations may be effected; 72 tariffs and trade barriers; regulations related to customs and import/export matters; longer payment cycles; tax consequences, such as tax law changes, including termination or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as compared to the United States; currency fluctuations and exchange controls; rates of inflation; challenges in collecting accounts receivable; cultural and language differences; employment regulations; crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars; deterioration of political relations with the United States; obligatory military service by personnel; and government appropriation of assets. We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our results of operations and financial condition. We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management s area of expertise. We will consider a business combination outside of our management s area of expertise if a business combination target is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination target, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a business combination target. In the event we elect to pursue an acquisition outside of the areas of our management s expertise, our management s expertise may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the areas of our management s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value. If our management following our initial business combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues. Following our initial business combination, any or all of our management could resign from their positions as officers of the company, and the management of the target business at the time of the business combination could remain in place. Management of the target business may not be familiar with U.S. securities laws. If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations. 73 After our initial business combination, our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government policies, developments and conditions in the country in which we operate. The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable. Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss. We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss. 74 USE OF PROCEEDS We are offering 17,500,000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of the private placement warrants will be used as set forth in the following table. Without Exercise of Option to Purchase Additional Units With Full Exercise of Option to Purchase Additional Units Gross proceeds Gross proceeds from units offered to public(1) $ 175,000,000 $ 201,250,000 Gross proceeds from private placement warrants offered in the private placement 9,000,000 10,050,000 Total gross proceeds $ 184,000,000 $ 211,300,000 Estimated offering expenses(2) Underwriting commissions (excluding deferred portion)(3) $ 3,500,000 $ 4,025,000 Legal fees and expenses 350,000 350,000 Accounting fees and expenses 75,000 75,000 Printing expenses 25,000 25,000 SEC expenses 29,383 29,383 FINRA expenses 60,157 60,157 Nasdaq listing fees 75,000 75,000 Miscellaneous expenses(5) 35,460 35,460 Total estimated offering expenses (other than underwriting commissions) $ 650,000 $ 650,000 Proceeds after estimated offering expenses $ 179,850,000 $ 206,625,000 Held in trust account(3) $ 178,500,000 $ 205,275,000 % of public offering size 102 % 102 % Not held in trust account(2) $ 1,350,000 $ 1,350,000 The following table shows the use of the approximately $1,350,000 of net proceeds not held in the trust account(6). Amount % of Total Legal, accounting, due diligence, travel and other expenses in connection with any business combination(7) $ 350,000 25.93 % Legal and accounting fees related to regulatory reporting obligations 150,000 11.11 % Payment for office space, administrative and support services(8) 270,000 20.00 % Nasdaq continued exchange listing fees 58,000 4.30 % Directors and officers insurance premiums(4) 450,000 33.33 % Other miscellaneous expenses 72,000 5.33 % Total $ 1,350,000 100.00 % ____________ (1) Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination. (2) A portion of the offering expenses will be paid from the proceeds of a loan from our sponsor of up to $300,000 as described in this prospectus. These loans will be repaid upon completion of this offering out of the $1,350,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) and amounts not held in the trust account. As of September 30, 2021, there was $102,802 outstanding under the promissory note. These expenses are estimates only. In the event that offering expenses are less than as set forth in this table, any such amounts will be used for post-closing working capital expenses. In the event that
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001856430_snap-one_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001856430_snap-one_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001856430_snap-one_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001856589_m3_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001856589_m3_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..10c5fbd726ea66f6206750c2be82607617d6d4bc
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001856589_m3_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: we, us, company or our company are to M3-Brigade Acquisition III Corp.; M3 Partners are to M-III Partners, LP; Brigade are to Brigade Capital Management, LP; Cantor or the representative are to Cantor Fitzgerald & Co., the representative of the underwriters in this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and members of our management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; management or our management team are to our executive officers and directors; sponsor are to M3-Brigade Sponsor III LP, a Delaware limited partnership; Mohsin Y. Meghji, our Executive Chairman of the Board of Directors, is the Chief Executive Officer of M3-Brigade Acquisition Partners III Corp., a Delaware corporation which is the sole general partner of M3-Brigade Sponsor III LP; combined team are to our management team, our directors, and the management and employees of each of M-III Partners, LP and Brigade Capital Management, LP, and their respective subsidiaries, collectively; completion window is the period following the completion of this offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously released to us to pay working capital expenses (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to applicable law and certain conditions and as further described herein. The completion window ends 12 months from the closing of this offering, unless our sponsor elects to exercise its option to extend the period of time we will have to complete an initial business combination up to four times, each by an additional 3 months (for a total of up to 24 months to complete an initial business combination from the closing of this offering) and additional funds are deposited into the Trust Account in connection with each extension, or such other time period in which we must consummate an initial business combination pursuant to an amendment to our amended and restated certificate of incorporation. This structure is unlike the structure of similar blank check companies, which generally are only permitted to extend the time period to complete an initial business combination in connection with an amendment to their amended and restated certificate of incorporation; forward purchase agreement is to an agreement that provides for the sale of our shares of Class A common stock to M3-Brigade III FPA LP, a Delaware limited partnership that is an affiliate of our sponsor, in a private placement that will close simultaneously with the closing of our initial business combination; Table of Contents (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 3,750,000 units, consisting of 3,750,000 shares of Class A common stock and 1,250,000 redeemable public warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents forward purchase shares are to the shares of our Class A common stock to be issued pursuant to the forward purchase agreement; forward purchase transferees are to any entity to which our sponsor transfers any portion of its obligation to purchase the forward purchase shares under the forward purchase agreement; forward purchase affiliate are to M3-Brigade III FPA LP, a Delaware limited partnership that is an affiliate of our sponsor; founder shares refer to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering; private placement warrants are to the warrants to be issued to our sponsor in a private placement transaction simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); common stock are to our Class A common stock and our Class B common stock, collectively; warrants are, collectively, to the public warrants and the private placement warrants warrant agreements are, together, to our public warrant agreement and private warrant agreement, and initial stockholders are to holders of our founder shares prior to this offering. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and gives effect to certain splits and cancellations occurring prior to the date of this prospectus as described herein. Introduction We are a newly organized blank check company incorporated in March 2021 as a Delaware corporation and were formed for the purpose of effecting a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with respect to identifying any business combination target. We are led by the team that organized M III Acquisition Corp. (the Initial SPAC ), M3-Brigade Acquisition II Corp. (the Second SPAC ) and M3-Brigade Acquisition IV Corp. (the Fourth SPAC ). Members of our team managed the Initial SPAC through an initial business combination in March 2018 to create Infrastructure and Energy Alternatives, Inc. ( IEA ) (NASDAQ:IEA) and one of our Executive Vice Presidents continues to serve on its board of directors. IEA is a leading engineering, procurement and construction company which specializes in renewable energy infrastructure. The Second SPAC completed its initial public offering on March 8, 2021 and has entered into a merger agreement with Syniverse Technologies LLC in a transaction that is set to value the combined entity at $2.85 billion. The Fourth SPAC currently expects to complete its initial public offering after the completion of this offering. We were formed as an independent company by executives of M3 Partners and Brigade. M3 Partners is a leading financial advisory firm which provides advisory services to companies at inflection points in their growth trajectories. Brigade is a leading global investment advisor that was founded in 2006 to specialize in credit-focused investment strategies and has approximately $30 billion in assets under management. M3 Partners and Brigade have agreed to provide support to us in our pursuit of a successful initial business combination. The team at M3 Partners has successfully completed hundreds of engagements in which it has assisted stockholders, creditors and companies in maximizing the value of businesses and assets held by them. Brigade brings a 14+ year track record of deep fundamental credit research driven by a disciplined investment process which has been proven over numerous market cycles. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS Subject to Completion Dated October 13, 2021 $250,000,000 M3-Brigade Acquisition III Corp. 25,000,000 Units M3-Brigade Acquisition III Corp. is a newly organized blank check company formed for the purpose of effecting a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-third of one redeemable public warrant. Each whole public warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole public warrants are exercisable. No fractional public warrants will be issued upon separation of the units and only whole public warrants will trade. The public warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,750,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we are unable to complete our initial business combination within 12 months from the closing of this offering, the time period to complete an initial business combination can be extended in two ways: (i) our sponsor can extend the time period to complete an initial business combination up to four times, each by an additional 3 months (for a total of up to 24 months to complete an initial business combination from the closing of this offering), subject to the deposit of additional funds into the trust account and (ii) our stockholders can also vote at any time to amend our amended and restated certificate of incorporation to modify the amount of time we will have to complete an initial business combination, in each case as further described herein. We refer to the time period we have to complete an initial business combination, as it may be extended as described above, as the completion window . This structure is unlike the structure of similar blank check companies, which generally are only permitted to extend the time period to complete an initial business combination in connection with an amendment to their amended and restated certificate of incorporation. If we are unable to complete our initial business combination within the completion window, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Currently, there is no public market for our units, Class A common stock or public warrants. We have applied to list our units on the New York Stock Exchange, or NYSE, under the symbol MBSC.U on or promptly after the date of this prospectus. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and the public warrants will be listed on the NYSE under the symbols MBSC and MBSC WS , respectively. M3-Brigade Sponsor III LP, which we refer to as our sponsor throughout this prospectus, and Cantor Fitzgerald & Co., the representative of the underwriters, have committed to purchase an aggregate of 7,046,667 private placement warrants, each exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment, at a price of $1.50 per private placement warrant, in a private placement transaction to occur concurrently with the closing of this offering. Our sponsor has committed to purchase up to an additional 250,000 private placement warrants, depending on the extent to which the underwriters exercise their option to purchase additional units, at a price of $1.50 per private placement warrant, to add to the proceeds from this offering to be held in the trust account. We refer to these warrants throughout this prospectus as the private placement warrants. Our sponsor currently owns 7,187,500 shares of our Class B common stock, up to 937,500 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B common stock will automatically convert into Class A common stock at the time of our initial business combination as described herein. Prior to our initial business combination, only holders of our Class B common stock will be entitled to vote on the appointment of directors. In connection with the consummation of this offering, we expect to enter into a forward purchase agreement with M3-Brigade III FPA LP, which we refer to as the or our forward purchase affiliate throughout this prospectus, which will provide for the purchase of up to $40,000,000 of shares of Class A common stock (the forward purchase shares ), for a purchase price of $10.00 per share, in a private placement to occur in connection with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any shares of Class A common stock are redeemed by our public stockholders. The forward purchase shares will be identical to the shares of Class A common stock included in the units being sold in this offering, except the forward purchase shares will be subject to transfer restrictions and certain registration rights, as described herein. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price. $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1) $ 0.65 $ 16,250,000 Proceeds, before expenses, to us $ 9.35 $ 233,750,000 (1) $0.20 per unit sold in the base offering, or $4,000,000 in the aggregate, is payable upon the closing of this offering. Includes $0.45 per unit, or $11,250,000 in the aggregate, payable to the representative of the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to Cantor Fitzgerald & Co. for its own account only upon the completion of an initial business combination. If the underwriter s over-allotment option is exercised, then no additional underwriting Table of Contents The investment rationale behind the Initial SPAC s business combination with IEA was premised on building upon IEA s earnings from the growing market for renewable energy construction to diversify and expand the company beyond its traditional wind turbine construction business. Since the consummation of its initial business combination in March 2018, IEA has consummated two acquisitions. The first of these acquisitions was consummated in September 2018, pursuant to which IEA acquired Consolidated Construction Solutions I LLC, which is the parent company of American Civil Contractors ( ACC ) and Saiia (collectively, the ACC Companies ), in an all-cash transaction for approximately $145 million. ACC provides heavy and light civil infrastructure services for public and private projects, including high-altitude road and bridge construction, complex bridge rehabilitation and specialty paving, as well as highly specialized engagements for the mining, energy, and waste management industries. ACC s wholly-owned subsidiary, Saiia, specializes in environmental remediation and industrial maintenance in the power generation, mining and mineral, and pulp and power end-markets. The second acquisition was consummated in October 2018, with the purchase of William Charles Construction Group, including Ragnar Benson ( William Charles ), for aggregate consideration of approximately $90 million. William Charles is a market leader in engineering and construction solutions for the rail and heavy civil industries and in environmental remediation. These transactions were significant milestones for IEA in achieving its long-term business plan and, coupled with IEA s organic growth, have led to an increase in revenue from approximately $780 million in 2018 (the year during which its merger with the Initial SPAC was consummated) to approximately $1.8 billion in 2020. Market Opportunity We intend to focus our efforts on seeking and consummating an initial business combination with a company that has an enterprise value of at least $1 billion, although a target entity with a smaller or larger enterprise value may be considered. While we may pursue an acquisition opportunity in any business industry or sector and in any geographic region, we expect to focus on businesses or companies which are based in North America and have been impacted positively or negatively by the COVID-19 pandemic or are in the renewable energy sector (or related products or services). With the extensive experience of our combined team in addressing both businesses under stress, as well as companies in the renewable energy space, we believe this focus will take advantage of both the team s expertise and experience and the current macro trends and investment opportunities. Because we believe that businesses which have a strong sustainability commitment or opportunity will experience multiple expansion relative to those without such a commitment or opportunity for the foreseeable future, we also are focused on ensuring that our target company meets this criteria. We expect to identify business combination targets through a variety of sources and in all ranges of the corporate evolution. We intend to target companies which either (a) have strong business fundamentals under normalized circumstances, but which are in need of additional capital or operational improvement as a result of the impact of the COVID-19 pandemic on their businesses or (b) operate in the renewable energy sector (or related products and services) and can benefit from our human and financial capital. We also anticipate that the strong sustainability component attributable to the renewables sector will help drive incremental future growth and multiple expansion as investors and customers are demonstrating an increasing focus on sustainability as a key requirement for investment or purchases. The members of our combined team have proven experience and track records in identifying, acquiring, improving and growing businesses that have strong underlying fundamentals, but are undervalued due to company-specific issues, industry dislocation, a need for additional capital, or other exogenous factors that are fundamentally temporary in nature. They also have proven experience and track records in the renewable energy sector. We believe that the experience, capabilities, relationships and track record of our combined team will make us an attractive partner for potential target businesses, enhance our ability to complete a successful business combination and, thereafter, improve the performance of the business in order to create value for investors. Table of Contents commissions will be payable at the time of such exercise and 6.5% of the gross proceeds from the over-allotment (up to $2,437,500 relating to the over-allotment or $13,687,500 in the aggregate) will be deposited in the trust account as deferred underwriting commissions. The deferred commissions will be released to the representative of the underwriters only on completion of an initial business combination. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $252,500,000 or $290,375,000 if the underwriters over-allotment option is exercised in full ($10.10 per unit in either case), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to fund working capital requirements, as well as amounts released to us to pay our franchise and income tax obligations, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest to occur of (a) the completion of our initial business combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window, or (ii) which adversely affects the rights of holders of our Class A common stock, and (c) the redemption of our public shares if we are unable to complete our business combination within the completion window, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager Cantor , 2021 Table of Contents Each of M3 Partners and Brigade will provide (a) introductions to key management of companies and investors with which it has relationships and other potential sources of business combination targets, (b) assistance with diligence of potential business combination targets and the negotiation of a business combination transaction, and (c) support for our efforts to obtain replacement capital for tendering stockholders in the de-SPAC process. We believe that the broad experience of our combined team will enable us to explore a wide range of potential acquisition targets meeting our target characteristics. We are confident that this team has the skills, experience and relationships needed to source and execute our initial business combination at a favorable valuation and then create value in businesses that we acquire. Brigade manages portfolios that are invested in approximately 400 private investments firm-wide across a wide variety of industries including telecommunications, healthcare, industrials, leisure & gaming, and technology, among others. Donald E. Morgan III, Brigade s Founder, Managing Partner and Chief Investment Officer, leads a global team of more than 100 employees, including approximately 50 investment professionals that are highly skilled in evaluating, structuring and executing investments and bring deep, specialized industry knowledge. This investment team includes more than 30 sector-focused credit research analysts. This deep sector focused research team allows Brigade to thoroughly cover all relevant industries. In addition, the Brigade credit analysts are responsible for the entire capital structure within their coverage area with the majority of the analysts covering their specific sectors for over 10 years, leading to strong relationships with leading management teams. The Brigade team also has extensive experience investing in companies both facing challenges, as well as companies in high growth sectors, and bring a deep rolodex of relationships with leading turnaround, restructuring, capital markets, M&A and legal relationships. Brigade has dedicated investment team members to assist with structuring highly complex investments including a senior credit attorney embedded on the investment team. In addition to leveraging the contacts and relationships held by our combined team to identify attractive acquisition opportunities, we will also benefit from the long-standing relationships held by the management, directors, and advisors of each of M3 Partners and Brigade with owners of private and public companies, private equity funds, investment bankers, attorneys, and accountants. Certain key members of the M3 Partners and Brigade team will be active members of our combined team and the remainder of the professionals of M3 Partners and Brigade will be available to us to provide specific expertise on an as-needed basis. Each of M3 Partners and Brigade receives a regular stream of investment opportunities in the ordinary course of its business. These opportunities will be made available to us prior to their review by M3 Partners for its own account and Brigade has agreed (subject to certain exceptions, including compliance with its fiduciary duties to others) to provide to us referrals or make introductions to potential targets for a business combination prior to making such referrals and introductions available to any other special purpose acquisition company. Our Team Our executive team is comprised of the key members of the management team for the Initial SPAC, the Second SPAC and the Fourth SPAC, as well as members from Brigade. As with the Initial SPAC, the Second SPAC and the Fourth SPAC, they are supported by a team of executives, directors and other advisors who blend traditional principal investment and M&A expertise, management and operational expertise, and deep experience in financial, strategic and operational enhancement. Mohsin Y. Meghji Mohsin Y. Meghji serves as our Executive Chairman of the Board of Directors. Mr. Meghji was the principal sponsor of each of the Initial SPAC, the Second SPAC and the Fourth SPAC and also serves as Executive Chairman of the Board of Directors of the Fourth SPAC. Mr. Meghji also serves as the Managing Partner of M3 Partners and is a nationally recognized U.S. turnaround professional with a track record of building value across a wide range of sectors, including power, energy and industrials. M3 Partners is a merchant banking, investment Table of Contents and restructuring advisory firm founded by Mr. Meghji which provides operational, strategic and financial advisory solutions to support complex businesses at inflection points in their growth trajectory. Mr. Meghji has more than 30 years of advisory and management experience in building value in companies that are facing financial, operational or strategic inflection points and transitions. He has accomplished this through both operating management and financial advisory roles, often in partnership with some of the world s leading financial institutions, private equity firms and hedge fund investors. Mr. Meghji has led the repositioning of, and driven value creation at, numerous businesses over the past two decades in an operating management or financial advisory capacity. Mr. Meghji s most recent corporate management role was at Springleaf Holdings, LLC (NYSE:LEAF) ( Springleaf ), a subprime consumer finance company (now known as OneMain Holdings, Inc.; NYSE:OMF), where he served as Executive Vice President and Head of Strategy and as Chief Executive Officer of its captive insurance companies, Merit Life Insurance Co. and Yosemite Insurance Company. These insurance companies provided life, property and casualty insurance coverage to Springleaf s customers. Springleaf was created in late-2010 when American International Group, Inc. sold 80% of its subsidiary, American General Finance Inc., to affiliates of Fortress Investment Group LLC. At the time of the sale, American General Finance Inc. provided consumer loans, retail financing and mortgages to more than one million families through more than 1,100 branches located across the United States, Puerto Rico, the Virgin Islands and the United Kingdom. After multiple years of operating losses, Springleaf turned profitable in 2013 as a result of the strategic, management and operational improvements implemented by its new ownership and management team, evidencing a significant turnaround in its performance. Springleaf went public in October 2013 at a $1.95 billion valuation. As part of its senior management team and Head of Strategy for the company, Mr. Meghji played a key role in this successful transition. Mr. Meghji also served as Chairman and Chief Executive Officer of the Initial SPAC, where he led the business combination with IEA, which specializes in renewable energy infrastructure, with a particular focus on construction of utility-scale wind farms and solar farms in the United States, as well as growing market share in heavy civil contracting. Mr. Meghji, together with our Executive Vice President, Charles Garner, led the sourcing, negotiation and merger of that company with the Initial SPAC. Mr. Meghji then served as Chairman of the Board from the consummation of such merger in March 2018 through January 2020. Mr. Meghji s management and restructuring expertise will be supplemented by the investment expertise of William Gallagher, Managing Director of M3 Partners, and Mr. Garner, Managing Director and General Counsel of M3 Partners, each of whom serves as one of our Executive Vice Presidents. Messrs. Meghji and Garner were the key members of the leadership team for the Initial SPAC from its inception. From Brigade, Matthew Perkal, Senior Portfolio Manager Private Credit and Restructuring, will sit on the management team as Chief Executive Officer and his expertise will be supplemented by the investment expertise of Chris Chaice, Senior Attorney Private Credit and Restructuring, and Kallie Steffes, Senior Director of Private Credit Strategies, each of whom serves as one of our Executive Vice Presidents. Matthew Perkal Mr. Perkal serves as our Chief Executive Officer and also serves as the Chief Executive Officer of the Fourth SPAC. Since 2010, Mr. Perkal has led Brigade s industry coverage for various sectors including retail, consumer, gaming and lodging, and has structured and led many of the firm s successful deals in the private credit space including Barney s and Sears. Mr. Perkal has also served on Guitar Center Inc. s board of directors since December 2020 and on The One Love Foundation s New York Board since August 2018. Prior to joining Brigade, Mr. Perkal worked at Deutsche Bank as an Analyst in the Leveraged Finance Group from 2008-2010. In that capacity, Mr. Perkal also spent time on the Leveraged Debt Capital Markets Desk, selling both bank and bond deals. Mr. Perkal received a BS in Economics with a concentration in Finance and Accounting from the University of Pennsylvania s Wharton School of Business. Table of Contents Chris Chaice Mr. Chaice serves as our Executive Vice President and also serves as the Executive Vice President of the Fourth SPAC. Since November 2012, Mr. Chaice has advised the Brigade investment team with respect to structuring investments, restructurings, bond and bank debt covenants, and litigations. Mr. Chaice served as a Senior Credit Attorney from November 2012 until January 2021. Mr. Chaice has held the title of Senior Attorney, Private Credit and Restructuring since January 2021. Prior to joining Brigade, from July 2008 to October 2012, Mr. Chaice worked at Covenant Review, a fixed-income research firm, where he analyzed debt covenants, complex capital structures, and bankruptcy issues. Additionally, from August 2006 to May 2008, Mr. Chaice worked as an Analyst at Southpaw Asset Management, where he analyzed event-driven investment opportunities relating to bankruptcies, restructurings, liquidations and litigation. Prior to Southpaw, Mr. Chaice practiced law at Cahill Gordon & Reindel from September 1999 to September 2005, and at Willkie Farr & Gallagher from September 2005 to August 2006, where he specialized in capital markets transactions, primarily representing underwriters of high yield bonds and leveraged loans. Mr. Chaice received a BA in Political Science from Syracuse University and a law degree, cum laude, from New York University School of Law. William Gallagher Mr. Gallagher has served as our Executive Vice President since April 2021 and is a Managing Director of M-III Partners, LP. Mr. Gallagher also has served as Executive Vice President of M3-Brigade Acquisition II Corp. from its inception in December 2020 and as Executive Vice President of M3-Brigade Acquisition IV Corp. from its inception. Mr. Gallagher has more than 35 years of experience in finance, investment and credit analysis. Prior to joining M3 Partners in October 2018, he served as the Chief Executive Officer at WMIH Corp (NASDAQ:WMIH), a public acquisition corporation which was the successor to Washington Mutual, Inc., from May 2015 to July 2018. At WMIH, Mr. Gallagher s responsibilities included reviewing, vetting and analyzing a large number of potential target companies from a variety of different sectors and industry groups. Ultimately, WMIH acquired Nationstar Mortgage Holdings (NYSE symbol NSM) to form Mr. Cooper Group (NASDAQ:COOP). Prior to WMIH, Mr. Gallagher was CEO and Chief Risk Officer at Capmark Financial Group, formerly known as GMAC Commercial Mortgage (from March 2009 to May 2015), where he was retained to manage its financial restructuring following the global economic crisis and was responsible for the management of the company s day-to-day affairs, the restructuring of both the company and its assets (including its $12 billion commercial loan portfolio), its bankruptcy process, and its winding down and distribution of assets to creditors and other stakeholders. Capmark was a highly successful restructuring as Mr. Gallagher and his colleagues significantly increased the recovery value to Capmark s creditors. Before joining Capmark, Mr. Gallagher was the Chief Credit Officer of RBS Greenwich Capital, the US fixed income investment banking business of the Royal Bank of Scotland, where he was responsible for all aspects of credit risk management. Earlier in his career, he was a Vice President at First Boston Corporation in that firm s credit risk management department. Mr. Gallagher began his career at Chemical Bank, where he completed the bank s credit training program and then worked as a loan officer in the middle market division and a credit officer in the financial institutions division. Charles Garner Mr. Garner is an accomplished business and legal professional, with over 30 years of experience in M&A, corporate finance and business management. He was actively involved in all aspects of the business plan of the Initial SPAC, including its formation and management and the consummation of its initial business combination, and he has played a similar role through the date hereof with the Second SPAC and the Fourth SPAC. In his capacity as a Director of IEA, he has also has worked closely with the management, the Board and the principal investors of that company since its merger with the Initial SPAC in order to create a strong foundation for its revenue growth and the significant growth in its equity value. Mr. Garner began his career in 1987 as an attorney at Simpson Thacher & Bartlett, a leading international law firm, where he rose to become a partner in the corporate/banking group. Mr. Garner has served as Executive Table of Contents Managing Director and Chief Operating Officer of Island Capital Group LLC, a real estate-focused merchant banking firm, where he played key roles in the formation of Emirates National Securitisation Corporation (a joint venture with various entities of the Government of Dubai to create a mortgage securitization market in Dubai) and Island Global Yachting (a leading owner and operator of luxury and megayacht marinas). Among other positions, Mr. Garner also has served as Interim CEO of a European industrial software company focused on the utilities industry. Mr. Garner has served as a director of IEA (with a short period of interruption) since March 2018 and has served as the Chair of various Special Committees of independent directors of IEA in the review of financing and related transactions that have led to the material increase in the equity and enterprise values of IEA over the past year. As was the case with the Initial SPAC, we believe that his experience will be particularly valuable to us in the negotiation, diligence and execution of our initial business combination. Christopher Good Mr. Good has served as our Chief Financial Officer since August 2021. Mr. Good joined M3 Partners, LP in 2015 where he served as an Associate from February until April of that year. Mr. Good served as a Senior Associate from April until December 2015. Mr. Good then served as Vice President from January 2016 until December 2016, and Director from January 2017 until December 2020. Mr. Good has been a Managing Director since January 2021. Prior to joining M3, Mr. Good served as a Private Equity Associate at Grey Mountain Partners, which focused on providing deep operational expertise to middle market companies, from 2013 to 2014. During his tenure there, Mr. Good was involved in the acquisition of middle-market industrial and distribution companies. Over his career, Mr. Good has served in the role of Interim Chief Financial Officer of a music entertainment company and a cloud-based Infrastructure-as-a-Service provider. Prior to Grey Mountain, Mr. Good served as an investment banker in the Financial Institutions Groups at Citigroup from 2011 to 2013 and RBC Capital Markets from 2010 to 2011. During his time at Citigroup and RBC, he advised leading private equity firms and companies in M&A advisory and capital markets transactions. Mr. Good earned his Bachelor of Science degree in Business Administration with a Finance Concentration from the University of North Carolina at Chapel Hill. Kallie Steffes Ms. Steffes serves as our Executive Vice President and also serves as an Executive Vice President of the Fourth SPAC. Ms. Steffes is a Senior Director of Private Credit Strategies at Brigade. Prior to joining Brigade in January 2021, Ms. Steffes was a founding partner of Chalk Point Capital LP from January 2019 to January 2021, where she focused on private special situation investments across a wide variety of industries. Prior to starting Chalk Point, from July 2009 to March 2018, Ms. Steffes was a Principal on the investment team at MHR Fund Management LLC, an approximately $5 billion private equity firm that invests in undervalued middle market companies and assets. Ms. Steffes started her career in as an Investment Banking Analyst at Deutsche Bank, from June 2005 to October 2005, and Morgan Stanley, from October 2005 to August 2006, after which she spent three years from August 2006 to July 2009 as an Analyst at Owl Creek Asset Management LP, a multi-billion dollar, value-oriented hedge fund in New York City. Ms. Steffes holds a BBA, with honors, from the University of Michigan Stephen M. Ross School of Business and was a full scholarship athlete and member of the University of Michigan Varsity Women s Gymnastics team. Frederick Arnold Mr. Arnold is our Director nominee. Mr. Arnold has over 40 years of experience in investment banking, corporate management and board governance. Mr. Arnold has served as a member of the boards of directors of Lehman Brothers Holdings Inc. since 2012 (including serving as current Chairman of the Board from April 2014 April 2015 and from January 2019 present) and Navient Corporation (NASDAQ: NAVI) since August 2018. He also has served as a director of Valaris PLC (NYSE: VAL) from November 2019 April 2021, The We Company (and as a member of the New Committee) from June 2020 July 2020, Corporate Capital Trust II from 2015 2016, Corporate Capital Trust (NYSE: CCT) from 2011 December 2018 (Chairman 2017-2018), Table of Contents various members of the family of funds advised by FS/KKR Advisor, LLC (including FS KKR Capital Corp. (NYSE: FSK), FS Investment Corp II, FS Investment Corp. III and FS Investment Corp. IV) from December 2018 November 2019, Syncora Holdings Ltd. (OTC BB: SYCRF) from September 2016 January 2020, and CIFC Corp. (NASDAQ: CIFC) from 2011 2014. From 2015 2017, Mr. Arnold served as Managing Director and Chief Financial Officer of Convergex Group, LLC. Prior to that, he served as Executive Vice President and Chief Financial Officer of Capmark Financial Group Inc. from 2009 2011 and as Executive Vice President, Finance, for Masonite International Inc. from 2006 2007. From 2000 2004, Mr. Arnold served in various executive capacities for Willis Group Holdings and its subsidiaries, including as EVP of Finance, Development and Administration of Willis NA, and Group Chief Administrative Officer and Group Executive Vice President, Strategic Development, for Willis Group Holdings. Mr. Arnold began his career in investment banking at Lehman Brothers in 1980 and spent the following twenty years as an international investment banker, primarily at Lehman Brothers and at Smith Barney, where he served as Managing Director and Head of European Corporate Finance. Mr. Arnold earned a B.A., summa cum laude, in Economics from Amherst College, a MA in Jurisprudence from Oxford University and a J.D. from Yale Law School. Benjamin Fader-Rattner Mr. Fader-Rattner is our Director nominee and is the Managing Member of Space Summit Capital LLC, a hedge fund which he founded in January 2021. Mr. Fader-Rattner has been serving as President and a director of Osiris Acquisition Corp., a publicly listed special purpose acquisition company, since May 2021, and also has been employed by Fortinbras SPAC Holdings, as a sponsor of Osiris, since March 2021. Previously, Mr. Fader-Rattner was a Managing Director at Canyon Partners, where he led investments across the capital structure in several industries including retail and consumer, from 2008 to July 2020. At Canyon, Mr. Fader-Rattner served on various ad hoc creditor steering committees across multiple industries including in retail and consumer companies such as Guitar Center, Boardriders, JC Penney and Red Lobster. Prior to Canyon, Mr. Fader-Rattner was an analyst at Glenview Capital in 2007, where he invested primarily in debt opportunities. Prior to Glenview, Mr. Fader-Rattner was an associate at The Carlyle Group from 2005 to 2007, where he focused on leveraged buyout transactions, and an analyst at Bear, Stearns & Co. Inc. from 2003 to 2005. Mr. Fader-Rattner received a B.S. in Economics, summa cum laude, from The Wharton School at the University of Pennsylvania. Scott Malpass Mr. Malpass is our Director nominee. Mr. Malpass is the managing member of Grafton Street LLC, an advisor to family offices on investment strategy, asset allocation and manager selection criteria. Prior to founding Grafton Street in July 2020, Mr. Malpass served as the Vice President and Chief Investment Officer for the University of Notre Dame beginning in 1988, where he was responsible for management of the University s endowment over a 32-year period and supported its growth to approximately $12 billion. He began his career as an Associate at Irving Trust Company from 1986 1988. In addition, Mr. Malpass currently serves as a Professor at University of Notre Dame, where he has been a professor of Applied Investment Management since 1994 and of Global Portfolio Management since 2009. Mr. Malpass has served on the Board of Directors of The Vanguard Group since 2013, as the founder and chair of Catholic Investment Services since 2012, on the Board of Superintendence of The Institute for the Works of the Religion (more commonly known as the Vatican Bank) since March 2017 and on the board of directors of Paxos Trust Company since April 2021. Mr. Malpass has received numerous awards for his service and expertise from the University of Notre Dame, including the James E. Armstrong Award in 2000, the Honorary Monogram Award in 2006, the Mendoza College of Business MBA Alumnus of the Year award in 2011, and the Spirit of Holy Cross Award (from the founding religious order of the University) in 2016. He also has been recognized as Large Endowment Manager of the Year by Institutional Investor Magazine in 2011 and has received the Rodney H. Adams Endowment Award from the Nasional Association of College and University Business Officers in 2012, and the Lifetime Achievement Award from Chief Investment Officer magazine in 2014. Mr. Malpass earned a B.S. in Biological Sciences from the University of Notre Dame in 1984 and an M.B.A. in Finance from the University of Notre Dame in 1986. Table of Contents Steven Vincent Mr. Vincent is our Director nominee. Mr. Vincent is currently a Partner, Chief Operating Officer and Chief Legal Officer of Brigade Capital Management, LP, an approximately $30 billion diversified global investment management firm specializing in investment credit strategies. Mr. Vincent has been at Brigade Capital since February 2008. Mr. Vincent also serves as a Director of M3-Brigade Acquisition II Corp. since March 2021 and is a Director nominee of the Fourth SPAC. Prior to Brigade Capital, Mr. Vincent served as the Associate Director of Litigation and Regulatory Proceedings at Goldman Sachs from May 2002 to September 2008. Mr. Vincent also served as Senior Vice President and Senior Attorney at Lehman Brothers from October 1993 to April 2002. Mr. Vincent s private practice experience includes having worked at Jones Day from September 1990 to September 1993; Anderson Kill P.C. from December 1984 to August 1990; and, Windels Marx from September 1983 to November 1984. Mr. Vincent has been a member of the Boston College Wall Street Executive Committee since 2009, is a former Trustee of the Gregorian University Foundation (2013 2020), is a former Trustee of Sacred Heart Academy (Hempstead, New York) (2011 2016) and is a former Trustee of Xavier High School from 1992 2001 (Chair 1998 2001). Mr. Vincent earned a B.A., magna cum laude, in Political Science from Boston College and a J.D. from Fordham University School of Law. In addition to Mr. Perkal, Mr. Chaice, Ms. Steffes and Mr. Vincent, key members of the Brigade team include: Donald E. Morgan III, Founder, Managing Partner and Chief Investment Officer of Brigade, has more than 27 years of experience as an investor and entrepreneur. Prior to forming Brigade, Mr. Morgan was a Senior Managing Director and Co-Head of Fixed Income at MacKay Shields, LLC. During his leadership, the firm s high yield products ranked in the top 10% of their peer groups. At the same time, Mr. Morgan grew the firm s high yield assets to $16 billion. Mr. Morgan joined its predecessor firm in 1997 and co-managed its high yield funds until 2000, when he became the Lead Portfolio Manager of the High Yield Division. Mr. Morgan began his career in money management, as a High Yield Analyst at Fidelity Management and Research Company. Mr. Morgan received a BS in Finance, magna cum laude, from New York University. Additionally, Mr. Morgan is a CFA charterholder. Doug Pardon is the Portfolio Manager for Brigade s High Yield and Opportunistic Credit strategies. Mr. Pardon is also Head of High Yield Research and sits on the firm s Investment Committee. In addition, Mr. Pardon is responsible for recruiting new credit analysts, and training research staff members on the Brigade investment process. Mr. Pardon joined Brigade in early 2007 as a senior analyst covering the retail, gaming, and leisure sectors and was promoted to head the High Yield Research Team in 2012. Prior to joining Brigade, Mr. Pardon was a Vice President/Senior Analyst in the High Yield Group at Lehman Brothers Asset Management. His sectors of responsibility included the healthcare, gaming/lodging/leisure, retail, consumer products, food/drug/ tobacco and the services industries. Mr. Pardon also served as an Analyst in the Mergers and Acquisitions Group at Merrill Lynch & Co. Mr. Pardon received a BA in Finance with a minor in Accounting, magna cum laude, from the University of Notre Dame s Mendoza College of Business. Acquisition and Business Strategy We will focus primarily on identifying attractive acquisition candidates with (a) strong business fundamentals under normalized circumstances, which are in need of additional capital or operational improvement as a result of the impact of the COVID-19 pandemic on their businesses or (b) operate in the renewable energy sector (or related products and services) and can benefit from our human and financial capital. We also anticipate that these target companies will have a strong sustainability component or opportunity, which will help drive incremental future growth and multiple expansion as investors and customers are demonstrating an increasing focus on sustainability as a key requirement for investment or purchases. However, our search for business combination targets may extend across the wider range of industry sectors and geographies in which we believe that we can Table of Contents create stockholder value. We believe that our investment and operating expertise across multiple industry verticals and across companies in all stages of their corporate evolution will give us a large, addressable universe of potential targets in order to enable us to maximize our chances of completing a business combination in a timely manner and to maximize stockholder returns following such acquisition. We have elected to focus our search for an initial business combination target on businesses which are based in North America that have been impacted positively or negatively by the COVID-19 pandemic or are in the renewable energy sector (or related products or services). We believe that businesses which are fundamentally strong, but which have an acute need for additional capital and management support as a result of impacts of the COVID-19 pandemic offer a disproportionate opportunity for investment return. We also believe that the rapid growth of the renewable energy sector offers a rare opportunity to invest in strong companies at a relatively early stage of the expected growth. We anticipate that this should drive a disproportionate increase in stockholder value and offers us a significant opportunity to apply our human and financial capital to our initial acquisition target in order to capture this disproportionate increase in value for our stockholders. Our experience and the broad rationale for our interest with respect to each of these sectors for investment focus is as follows: COVID-19 Impacts In March 2020, the World Health Organization declared the COVID-19 virus to be a pandemic. At that same time, many consumers in the United States and elsewhere made significant changes to their daily habits in order to reduce the risk of infection and businesses were forced to react to the consumer trends. These changes had an immediate and material adverse impact upon corporate earnings and, by extension, upon the liquidity of businesses in a wide variety of sectors. While some of these changes are expected to be temporary in nature, others are expected to have long-term impacts that extend beyond the end of the pandemic. In order to adapt to this changing situation and offset the pandemic-related changes in consumer and business spending habits, many businesses have either taken on additional debt to support their operations during the pandemic period or require additional capital to do so. In other instances, businesses are benefiting from shifts in consumer trends and may require growth capital and management support to take advantage of tailwinds resulting from long-term, permanent changes in behavior. As a result of the COVID-19 pandemic, many businesses which were strong only months ago are struggling today and require capital to bridge the pandemic period. Other businesses have already obtained the capital needed to survive through this period, but will be looking for opportunities to quickly de-leverage when the economic environment normalizes. Finally, many financial sponsors have been forced to delay exits from seasoned investments or invest additional capital in their portfolio companies, and will look for efficient exit strategies once the pandemic has subsided. Conversely, certain businesses and market niches are benefiting from the structural shift in consumer behavior and the acceleration of certain trends that prior to COVID-19, were impacting industries at a slower pace. These businesses may benefit from growth capital and management support in order to react quickly to these disruptive trends in partnership with owners that bring the necessary financial resources and expertise to successfully take advantage of the underlying industry dynamics. We believe that these effects of the COVID-19 pandemic will create a unique opportunity for our combined team to identify a strong business combination target as the pandemic subsides and companies seek to position themselves for future growth. While some companies which were strong at the start of the pandemic may find that sectoral changes will have long-term adverse impacts upon their financial Table of Contents performance, we believe that most affected companies will quickly recover. Moreover, those companies that come out of the pandemic with a strong balance sheet and sufficient liquidity will have the opportunity to supercharge their growth by consolidating the smaller companies in their sector. The COVID-19 pandemic has not affected all industries equally, with the industrials and consumer discretionary sectors, among others, experiencing more than 30% sales declines during the first three quarters of 2020 when compared to 2019. Our combined team has deep experience in each of these sectors and has played key management or advisory roles with companies within these sectors. We believe that this experience positions us well to source investment opportunities, conduct thorough diligence, negotiate a strong business combination, and help drive long-term growth following a business combination. Renewable Energy In recent years, renewable energy has moved from a niche technology to a mainstream source of power generation in the United States and this trend is projected to accelerate over the coming years. The U.S. Energy Information Administration reports that 120 trillion btu of solar and wind energy were consumed in the United States during 2000, while more than 3,775 trillion btu of solar and wind energy were consumed during 2020. As a result, more electricity is now generated from renewable sources in the United States than from coal or nuclear. This growth is expected to continue for the foreseeable future, with the U.S. Energy Information Administration reporting that energy production from renewables (including, among others, hydroelectric, biomass, solar and wind) is expected to double by 2050. The growth of renewables as a leading source of power in the United States is no longer driven by tax incentives or government mandates, but rather is now driven by fundamental economics. Indeed, significant improvement in the efficiency of photovoltaic and wind turbine technologies has reduced the levelized cost of energy (defined as the lifetime cost of energy, including the cost of building and operating the generation source over its lifetime, divided by the energy production from that source) from wind and solar so that they are now the lowest of all technologies under many circumstances. At the same time, demand from commercial and consumer customers for green energy has grown dramatically, creating demand for additional generating capacity from renewable sources. We believe that the rapid growth of the renewable energy sector in recent years and the expectation of continued rapid growth will offer a strong investment opportunity because this growth has created the need for increased investment in production, generation, transmission, storage, construction and related technologies for renewable energy and, similarly, increased need for growth capital. Additionally, many companies in the renewables sector have now grown to a scale where they would be attractive to public investors who can provide the needed growth capital and offer a potential exit for early funders. As such, we believe that the renewables sector provides us with the opportunity to achieve a favorable investment return for our investors and that the relationships and experience of our combined team will afford us the opportunity to identify such companies, negotiate a favorable business combination and support management in accelerating growth. Sustainability Component As an adjunct to our investment thesis, we believe that a focus on companies with a strong commitment to sustainability or the opportunity to expand such commitment are likely to experience significant multiple expansion over the near term, creating the opportunity for a significantly enhanced investment return. Table of Contents In recent years, ESG (environmental, social and governance) have increasingly become a factor in investment decisions for companies and consumers. The drive towards ESG as an investment consideration does not just reflect a desire to do good, but also is tied to high investment performance. Indeed, studies have shown that stocks of companies with a strong ESG focus have outperformed their less-sustainable peers over the past 25 years and that this disparity is growing. Consumers are demanding products that are sourced and manufactured in a sustainable manner and businesses are investing heavily in creating and promoting their sustainability efforts. To capture this investment growth, companies are developing products with clear ESG objectives, embracing an ESG-driven culture across their organizations, and expanding their abilities to incorporate ESG data into investment decision processes. Similarly, the percentage of investors that apply ESG principles to their portfolios has increased dramatically in recent years. The COVID-19 pandemic appears to be accelerating this trend, with reports indicating that the pandemic is driving increased consumer focus on sustainability and with the expectation that increased business investment in sustainability and responsible sourcing and production will follow. Recent studies have shown a strong consumer preference for including environmental and sustainability concerns in post-pandemic economic recovery plans and the products, services and operations of businesses in the post-pandemic era. Additionally, nearly half of U.S. consumers have indicated that they expect to adopt more sustainable behavior in the future. This suggests that sustainability should, in itself, be a source of earnings growth for the foreseeable future. With the strong investment performance of ESG-focused companies over the past 20 years and the accelerated interest and investment in sustainability by businesses and consumers in the post-pandemic era, it is not surprising that recent studies have projected that approximately 200 new funds in the United States with an ESG investment mandate will launch by 2023 more than doubling the activity from the previous three years and it is projected that ESG-mandated assets could make up 50% of all managed assets (or over $34 trillion) in the United States by 2025. We view sustainability as a key accelerant of investment performance and we expect that the allocation of more investment funds to businesses which can demonstrate clear sustainability initiatives will accelerate this trend and lead to multiple expansion for companies with a strong sustainability commitment. This means that a company with clear sustainability initiatives should see enhanced valuations when compared with competitors that lack such initiatives and that such disparity should increase in the coming years. Accordingly, by focusing our investment efforts on companies with sustainability components or opportunities, we expect that we can drive enhanced returns for our investors. Acquisition Criteria Our management team is committed to efficiently and effectively identifying and conducting due diligence on appropriate acquisition targets in order to maximize our opportunity to consummate a business combination. Based upon the experience of our combined team, we have identified a variety of criteria and guidelines that we expect to apply when evaluating any potential acquisition. These include: Underlying Fundamentals of the Target Business. The most important factor that we will evaluate in determining whether a target business meets our anticipated criteria is the underlying fundamentals of that target business, including: Its financial condition and historical results of operation; our expectations of projected performance; the industry in which it operates; its brand recognition and potential; the experience and skill of existing management and availability of additional personnel; any additional capital requirements; its competitive position; any barriers to entry for potential competitors Table of Contents in the relevant industry; the stage of development of its key existing and potential products, processes or services; existing distribution channels for its products and potential for expansion; the degree of current or potential market acceptance of the products, processes or services; any proprietary aspects of products and the extent of intellectual property or other protection for products or formulas; and industry leadership, sustainability of market share and attractiveness of market industries in which the business participates. Impact of COVID-19 on the Target Business. The factors that we will evaluate relating to the impact on COVID-19 on the business include: The change in operating performance, both positive and negative, of the business between pre-COVID periods (i.e., periods before March 2020) and the present; the likely long-term impact of such changes on the business; the likelihood of a rapid and sustainable improvement in operating performance following the end of the pandemic for businesses that were negatively impacted; and the capital and other resources required for the operation of the business during the pandemic (including availability of capital in the event that the pandemic continues for long than currently anticipated or the recovery for that business takes longer than currently anticipated). Sustainability Component and Opportunities for the Business. The factors that we will evaluate relating to the sustainability of the business and opportunity for enhancing such sustainability include: The practices, products and services of the business; the production methods for the products and services, including their relationship to a low-carbon, prosperous, equitable, healthy and safe society; the nature of revenue and the likelihood that current earnings are borrowing from future earnings; and overall contribution to equality and long-term benefit to society. Other External Factors Affecting the Target Business. The other external factors affecting the target business that we expect to evaluate include: The impact of regulation on the business; the regulatory environment of the industry; and the specific competitive dynamics in the industry within which the company competes. Anticipated Contribution That Our Combined Team and Capital Can Make to Growth of the Business. The factors that we will evaluate in determining the anticipated contribution that our combined team and capital can make to the growth of the target business include: The scope of experience and skills possessed by our combined team in the relevant business and industry; the need for additional capital or management support required by the target business; and the value of our expertise in strategy, management and operations to the business. Opportunity for Superior Investment Return. The factors that we will evaluate in determining whether we are likely to obtain a superior return on our investment in the business include: the valuation at which our investment is made; the appropriateness of the business for public capital markets; the potential for growth from add-on acquisitions; the potential for profitable, organic long-term growth; and the costs associated with effecting the business combination. We anticipate that we will find the greatest number of opportunities for our initial business combination among middle market companies with aggregate enterprise value of $1 billion or more, as determined in the sole discretion of our officers and directors according to reasonably accepted valuation standards and methodologies. We believe that our investment results will be strongest when our expertise and resources can meaningfully contribute to the management and growth of the acquired business. This includes situations such as: Established Companies Experiencing Dislocation. We may seek to acquire an established company operating in an industry undergoing dislocation or disruption. This may take the form of, among other things, supply and demand imbalances, new technology entrants, shifts in consumer behavior, cyclicality and legal or regulatory challenges, particularly if resulting from the effects of the COVID-19 pandemic. Table of Contents Where such dislocation is temporary in nature, as we anticipate will prove to be the case with many industries experiencing the effects of the COVID-19 pandemic, we believe that it may provide an opportunity to acquire a company at an attractive multiple and invest in strengthening the long-term market position of the company over its competitors. Where such disruption is a more permanent trend, we believe that it may provide an opportunity to acquire a company in need of growth capital and management support in order to react quickly to these disruptive trends in partnership with owners that bring the necessary financial resources and expertise to successfully take advantage of the underlying industry dynamics. The history of our combined team in successfully managing companies during periods of dislocation makes this a criterion that we will particularly seek as we identify appropriate business combination targets. Deleveraging Transaction. Our combined team s extensive relationships with lenders and private equity firms, as well as their prior experience in making deleveraging investments, should position us well to source and execute a recapitalizing acquisition. We believe that high levels of the issuance of high yield debt and leveraged loans in recent years, particularly as companies have sought additional capital in response to the challenges of the COVID-19 pandemic, will lead to an increase in companies that will need to de-lever within the next two years. As opposed to distressed debt funds and investors, we believe we would be a preferred refinancing/de-leveraging solution to owners and management teams of these companies. Value-Added Capital for Growth and/or Consolidation Opportunities. Events that create significant economic dislocation, such as the COVID-19 pandemic, historically have created unique opportunities for well-capitalized companies to drive disproportionate growth as they consolidate their industries. Over decades of combined investment experience, our combined team has developed significant expertise in successfully identifying and investing in companies that are achieving rapid and profitable organic growth and growth through strategic initiatives. Our combined team also has a long and successful track record in managing businesses of this nature. Through this experience, we have found that management teams vary in their ability to recognize growth opportunities and take advantage of them. It is our current intent to target companies whose management teams recognize the opportunities in their industry, but lack the capital to take advantage of those opportunities, or could benefit from our combined team s years of business experience in order to most effectively take advantage of those opportunities. Strategic or Operational Improvements. Our combined team has significant and successful experience in investing in, and working with, companies where there is an opportunity to effect meaningful operational improvements or derive meaningful benefit from a change in strategy. Members of our combined team have worked with such companies as investors, senior management, board members and consultants. We intend to tailor our approach to working with the target company s management team to address the unique challenges and opportunities they face. Our combined team has the versatility and flexibility to allow us to provide strategic guidance as board members or to take on direct senior leadership roles to design and implement operational improvements or strategic change at the target company. Partnership Sale. We may seek to acquire one or more companies from a current owner, private equity or otherwise, who would like to retain a meaningful stake in the company to preserve and enhance potential upside. As a source of public equity capital, we believe that we will be well-positioned to provide liquidity to such an owner and expect that potential acquisition targets and partners would view the contribution to be made by our combined team as a positive factor in reviewing any acquisition proposal from us. We also could be an attractive financial and operating partner for a private equity firm that sees compelling acquisition opportunities, but may be already fully-invested. Table of Contents Ownership Transition Transaction. In our experience, acquisition opportunities for good businesses periodically arise when the external needs of the current owner restrict further investment in the business. These restrictions can arise from changing corporate priorities, financial distress within the owner, contractual divestiture requirements applicable to private equity funds, or other factors. In situations of this nature, it is not unusual for the seller to seek to retain a meaningful stake in the business in order to preserve the opportunity for further appreciation. In the case of the Initial SPAC, the impending expiration of the relevant investment fund caused the owners of IEA to seek an exit from that investment and provided the opportunity for the Initial SPAC to successfully consummate its business combination. We expect to actively seek out opportunities to acquire businesses of this nature in which we believe that the underlying business fundamentals justify the investment cost and provide a strong opportunity to achieve superior investment returns. Moreover, we believe that our close relationships with private equity firms will provide us with access to investment opportunities of this nature. Post-Restructured Companies. We may seek to acquire one or more companies which have recently exited the bankruptcy or restructuring process. These companies are often valued at a discount to their peers because they are often controlled by financial institutions and others (often the former creditors) who are unnatural holders of their equity and do not yet have the multi-year history of strong financial performance to demonstrate their long-term value. We believe that the extensive experience of our management team in the restructuring industry provides us with both the expertise and relationships to identify attractive opportunities to provide long-term value for our stockholders. Complex or Out-of-Favor Businesses. The COVID-19 pandemic has transformed businesses that were highly valued only months ago into orphans, which are out of favor with investors and, as a result, have limited access to capital. Our management team believes that businesses that have situational complexity or operate in industries that have fallen out-of-favor with investors can provide attractive investment opportunities. Within a business, situational complexity can often arise from business, legal, regulatory or capital structure issues. Our combined team has a successful record of managing investments and operating improvements in complex or out-of-favor businesses by applying tailored solutions that drive value creation. Recognizing that capital today is becoming commoditized, we believe that it is the management skills of our combined team and our experience in managing complex situations that provide us with our greatest strategic advantage. The criteria and situations described above are not intended to be exhaustive and our evaluation of any particular initial business combination may reflect other considerations, factors and criteria deemed relevant by our management in effecting the relevant transaction, consistent with our business objective and strategy. Additionally, our management team may prioritize the importance of those factors differently when evaluating different target businesses, based upon our experiences with investments and acquisitions in the relevant industry. Acquisition Process In implementing the strategy described above, we will undertake a disciplined approach to identifying, analyzing, negotiating, documenting and consummating any business combination and have developed investment policies and procedures that are intended to allow us to respond quickly to opportunities, while preserving the quality of our investment approval process. Our team has proven experience in sourcing, diligencing and closing an initial business combination through a special purpose acquisition corporation, having successfully completed this process with the Initial SPAC. In that case, our team reviewed over 150 potential transactions before successfully negotiating the definitive merger agreement in November 2017 and closing the transaction in March 2018. Although we caution that no assurance can be given as to whether future transactions will achieve similar results, we are confident that our combined Table of Contents team has the skills, experience and relationships needed to successfully identify, negotiate, diligence and consummate our initial business combination in a timely manner. Sourcing of Potential Acquisition Targets Each member of our combined team will be tasked with the responsibility for identifying and introducing to us potential business combination targets in order to provide a steady flow of investment opportunities. Our combined team are all highly experienced in their fields and have been selected with the goal of ensuring that we have the contacts and expertise needed to source our initial business combination target and add-on acquisitions. Each of them has developed a broad network of contacts and corporate relationships and has committed to using those contacts and relationships to assist us in sourcing investment opportunities. Our combined team has developed its network of contacts and relationships though personal experience in sourcing, acquiring, operating, developing, growing, financing and selling businesses, as well as executing transactions under varying economic and financial market conditions. Members of our combined team have served on the boards of directors of companies in a wide variety of industries, including, among others, industrial, healthcare services, and consumer discretionary companies. Through the professional experiences of our combined team, we have access to senior management of public and private companies, as well as to executives and senior leaders of commercial banks, investment banks, private equity funds and hedge funds, who either hold business combination targets within their portfolios or otherwise can introduce us to valuable investment contacts. In addition, key members of our combined team have long-standing and strong relationships with senior players in the restructuring industry (such as financial advisors, distressed debt traders and investors, lenders, accounting firms, law firms and others), which we believe will offer us access to attractive potential business combination opportunities that are not known to the wider market of investors, particularly as companies that were experiencing strong and sustainable growth only months ago have been forced by the COVID-19 pandemic to undertake financial or operational restructurings. We are confident that these networks of contacts and relationships will be important sources of investment opportunities, both by making introductions to specific opportunities and by providing us with investment ideas and targets that we can investigate through our internal resources. We also anticipate that this network will provide our management team with introductions to opportunities which are proprietary or where a limited group of investors is invited to participate in the sale process. Investment Process In evaluating a prospective target business, we expect to conduct a thorough and extensive due diligence review, which will encompass, among other things, meetings with incumbent management and employees, document reviews and inspection of facilities, and review of financial and other information that is made available to us. We believe that our combined team is uniquely qualified to conduct a thorough diligence examination and understand the risks and opportunities inherent in the business of a particular company. In addition to the substantial management and operating experience of our combined team, key members of our combined team have extensive expertise in managing businesses in a wide variety of industries through financial and operational restructurings. Though this experience, we have built an expertise in quickly and efficiently identifying the risks, inefficiencies and opportunities for a business. We have also developed expertise in identifying management strengths and weaknesses, so that we can provide support where appropriate and otherwise make difficult, but often essential, management changes. Our combined team also is well-qualified to undertake the financial analysis necessary to determine whether a particular business is an attractive business combination candidate. Members of our combined team have diverse professional backgrounds and qualifications, including experience as investment bankers, private equity Table of Contents investment professionals, credit and value investors, and restructuring advisors. Our combined team possesses valuable professional credentials and certifications, including certified turnaround professionals, chartered accountants, CPA s, MBA s and law degrees. Our experience has shown us that successful acquisition transactions result not just from thorough diligence and attractive deal terms, but also from intangible factors, such as personal relationships and trust. Our combined team is well-versed in the art and science of negotiating investment and acquisition transactions, having been involved in a wide variety of such transactions during their careers. We also have found that trust which is built with the business management team during the diligence and negotiation stages of a transaction often provides the glue that binds the team together and allows difficult decisions to be made more easily after the transaction closes. Through our professional experience, we have learned how to delicately balance the conflicting goals of obtaining the best transaction terms for our investors and maintaining a strong relationship with the seller and the business management team. We believe that this, when coupled with our management experience, allows us to act more quickly and effectively to make the changes needed to improve management and operational efficiency of a business and build value. Initial Business Combination The NYSE rules provide that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority ( FINRA ), or a qualified independent accounting firm with respect to the satisfaction of such criteria. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an Table of Contents opinion from an independent investment banking firm which is a member of FINRA or a qualified independent accounting firm that our initial business combination is fair to our company from a financial point of view. Members of our management team will directly or indirectly own common stock and warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. For additional information regarding our executive officers and directors business affiliations and potential conflicts of interest, see Management Directors and Executive Officers and Management Conflicts of Interest. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity, including to the Second SPAC and the Fourth SPAC, pursuant to which such officer or director is required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the fiduciary duties or contractual obligations of our executive officers will materially affect our ability to complete our business combination. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.0 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. Our executive offices are located at 1700 Broadway, 19th Floor, New York, NY 10019 and our telephone number is (212) 202-2200. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001856689_sanaby_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001856689_sanaby_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..aca6c27b9dfe7bd269a1c7a0e20db67ca1923124
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001856689_sanaby_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001856724_bullpen_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001856724_bullpen_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f24c7cf0306451a90dccb68580229d3557a990c3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001856724_bullpen_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, our or our company are to Bullpen Parlay Acquisition Company, a Cayman Islands exempted company; amended and restated memorandum and articles of association are to our Amended and Restated Memorandum and Articles of Association; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the conversion of the Class B ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, as described herein (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors, and directors are to our current directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and members of our management team to the extent our initial shareholders or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; sponsor are to BPAC Partners LLC, a Delaware limited liability company, which is controlled by its members Bullpen Capital V, L.P., a Delaware limited partnership, and Bettor Capital LLC, a New Jersey limited liability company; and warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market). Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise their option to purchase additional units and the surrender by our sponsor of 750,000 founder shares to us for no consideration. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 17, 2021 PRELIMINARY PROSPECTUS $200,000,000 Bullpen Parlay Acquisition Company 20,000,000 Units Bullpen Parlay Acquisition Company is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles its holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants once the warrants become exercisable. The underwriter has a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of our initial business combination, including interest (net of taxes paid or payable), divided by the number of then outstanding public shares, subject to the limitations described in this prospectus. If we do not complete our initial business combination within 18 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described in this prospectus. Our sponsor has agreed, pursuant to a written agreement, to purchase an aggregate of 10,500,000 warrants (or 11,700,000 if the underwriter s option to purchase additional units is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as provided herein, at a price of $1.00 per warrant, in a private placement to occur concurrently with the closing of this offering. Our initial shareholders currently hold 5,750,000 Class B ordinary shares (up to 750,000 of which will be surrendered to us by our sponsor for no consideration depending on the extent to which the underwriter s option to purchase additional units is exercised). The total number of Class B ordinary shares outstanding after this offering and the expiration of the underwriter s option to purchase additional units will equal 20% of the total number of Class A ordinary shares and Class B ordinary shares outstanding at such time. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis, subject to adjustment, as described in this prospectus. Only holders of Class B ordinary shares will have the right to appoint directors in any election held prior to or in connection with the completion of our initial business combination and may remove members of the board of directors for any reason. On any other matters submitted to a vote of our shareholders, holders of Class B ordinary shares and holders of Class A ordinary shares will vote together as a single class, except as required by law. Currently, there is no public market for our securities. We applied to have our units listed on the Nasdaq Global Market, or Nasdaq, under the symbol BPACU . We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and redeemable warrants comprising the units to begin separate trading on Nasdaq under the symbols BPAC and BPACW respectively, on the 52nd day following the date of this prospectus (or, if such day is not a business day, on the next succeeding business day) unless the representatives of the underwriter permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 41 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 200,000,000 Underwriting discounts and commissions(1) $0.55 $11,000,000 Proceeds, before expenses, to us $9.45 $189,000,000 (1) $0.20 per unit, or $4,000,000 in the aggregate (or $4,600,000 if the underwriter s option to purchase additional units is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriter s option to purchase additional units is exercised in full), payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described in this prospectus and released to the underwriter only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $204,000,000, or $234,600,000 if the underwriter s option to purchase additional units is exercised in full ($10.20 per unit in either case), will be deposited into a trust account in the United States with U.S. Bank acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that none of the funds held in the trust account will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering and (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (a) that would affect the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months from the closing of this offering or (b) with respect to any other provision relating to shareholders rights or pre-initial business combination activity (including extending the deadline for completing our initial business combination). The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager Citigroup , 2021 TABLE OF CONTENTS General We are a blank check company newly incorporated as a Cayman Islands exempted company whose business purpose is to affect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team s established global relationships and operating experience. We believe the online real money gaming, technology, sports, digital media, hospitality and leisure industries possess attractive potential business combination targets that have ample opportunity for growth and the potential to provide long-term shareholder value. We believe we have assembled a team with extensive industry-related operating and acquisition expertise to capitalize on this opportunity. Our management team has comprehensive experience in identifying, acquiring and executing strategic investments globally and has done so successfully in a number of sectors, including the online real money gaming, technology, sports, digital media, hospitality and leisure industries. Our Management Team Our management team is comprised of seasoned leaders, who we believe are well-positioned to identify and evaluate businesses that would benefit from our management team s skills and access to the public markets within the online real money gaming, technology, sports, digital media, hospitality and leisure ecosystems. We believe our management team offers a deep network of long-standing relationships in the online real money gaming, technology, sports, digital media, hospitality and leisure industries, as well as a distinct background that can have a transformative impact on a target business. Our management team has been involved in a number of the online real money gaming, technology, sports, digital media, hospitality and leisure industries significant merger and acquisition transactions. Our management team is led by Paul Martino, our Executive Chairman, David VanEgmond, our Chief Executive Officer, Eric Wiesen, our President, and Duncan Davidson, our Executive Vice President. Paul Martino Executive Chairman Mr. Martino is a General Partner and Co-Founder of Bullpen Capital. He is the (co-)founder of multiple companies, including: Ahpah Software, a computer security firm acquired by InterTrust (Nasdaq: ITRU, now owned by Sony); Tribe, a social network founded in 2003; and Aggregate Knowledge, a big data advertising attribution company acquired in 2014 by Neustar. Prior to co-founding Bullpen in 2010, Mr. Martino was an active angel investor and personally invested in the first rounds of Zynga (Nasdaq: ZNGA), TubeMogul (Nasdaq: TUBE), and Udemy. He sold the company Condaptive to Millennial Media prior to Millennial Media s initial public offering, as well as selling Crowd Factory to Marketo prior to Marketo s initial public offering. While at Bullpen, Mr. Martino has led several of its key investments including FanDuel (merged with Flutter Entertainment (LSE: FLTR)), Swish Analytics, Jackpocket, Grove, Ipsy, SpotHero, Ocrolus, and Life360 (ASX: 360). Mr. Martino served on the board of directors of FanDuel from 2012 through 2017, when FanDuel s revenue grew from approximately $1 million in 2011 to more than $125 million in 2017. From 2012 through 2020, FanDuel s valuation grew from $8 million to $11 billion. Since forming Bullpen, Mr. Martino has stayed active as an entrepreneur, forming companies specifically at the intersection of sports, real money gaming, and technology. His most recent endeavor, Bankroll, is building a next generation sports betting lounge, in his hometown of Philadelphia, designed to drive customer acquisition and engagement via a smartphone app. Bankroll aims to receive affiliate fees for signing up new sports betting customers at the licensed operators in the state of Pennsylvania. Mr. Martino is also active in media and press on the topics of sports betting and gaming. He has been a guest on CNBC and Varney & Co. on Fox Business. He also created a film production company, 818 Media, that produced the film Inside Game. Inside Game tells the story of the 2007 NBA betting scandal in which referee Tim Donaghy leveraged unreported inside information to wager on games, including those that he officiated. TABLE OF CONTENTS Mr. Martino is a graduate of Lehigh University and holds a master s degree in Computer Science from Princeton University. David VanEgmond Chief Executive Officer Mr. VanEgmond has been in the online real money gaming, technology, sports and digital media ecosystem for over a decade. He previously served in executive management positions in businesses at the convergence of sports betting and digital gaming in the United States, including FanDuel and Barstool Sports. He is the founder and Chief Executive Officer of Bettor Capital, an investment and consulting platform focused on the U.S. sports betting and online real money gaming space since its inception in June of 2020. Bettor Capital s goals are to identify high growth businesses in the online real money gaming space through proprietary industry knowledge and deep relationships across the ecosystem. Bettor Capital has an investment focus on early-to-mid-stage venture companies that supply the online real money gaming market, such as: software vendors, B2C products, marketing platforms, digital media businesses and other adjacencies. This includes companies such as The Athletic, SportsGrid, WAVE.tv, Boom Sports, BetSports, Blue Wire Podcasts, Data Skrive, and several other businesses with exposure to the digitalization of real money gaming in the United States. In addition to investing activities, Bettor Capital is deeply involved in the industry as a strategic consultant representing sports teams, media companies and other suppliers on the monetization of the emerging online sports betting and iGaming categories. Bettor Capital clients include organizations in the NFL, NBA, MLB, MLS, and WNBA who receive advisory services ranging from sourcing partners, negotiating sponsorship deals, structuring marketing or market access partnerships and more. Mr. VanEgmond has hands-on experience as an executive at both an operator and supplier in the sports gaming ecosystem. Prior to Bettor Capital, Mr. VanEgmond served as Head of Strategy & Corporate Development at Barstool Sports, one of the largest digital sports media platforms in the United States, from July 2019 to June 2020. Mr. VanEgmond was focused on driving the monetization of the sports betting opportunity for this growing digital media business with deep sports betting content. At Barstool Sports, he sourced and spearheaded the strategic partnership with casino operator, Penn National Gaming (Nasdaq: PENN) (Penn National Gaming s valuation has grown from $5 billion in 2020 to reaching $13 billion in 2021). This partnership included a significant investment at a $450 million valuation along with call and put rights for a full change of control. Additionally, the partnership featured a long-term commercial advertising commitment, IP licensing arrangement, and many other components for which Mr. VanEgmond led the negotiations and process for Barstool Sports. Since the partnership was announced in January 2020, Barstool Sportsbook has become one of the leading interactive gaming platforms in Pennsylvania and Michigan and has been viewed as one of the most transformative transactions in the online real money gaming industry since sports betting proliferation started in 2018. From 2018 to 2021, Barstool Sports valuation has grown from $100 million to more than $1 billion. Before Barstool Sports, Mr. VanEgmond spent more than four years at the FanDuel Group (from May 2015 until 2019), the leading operator by revenue in the U.S. online real money gaming market (as of March 2021). Most recently, Mr. VanEgmond was an Executive Vice President and Head of Strategy overseeing strategic planning across the business (Sports Betting, Fantasy Leagues, Racing, and Online Casino) which included expansion efforts such as launching the online sportsbook in New Jersey, cross-selling customers to online casino, securing market access in upcoming states and major media partnerships and business development initiatives. In 2018, Mr. VanEgmond drove the process for the merger of FanDuel with the U.S. businesses of Flutter Entertainment (LSE: FLTR) to create the FanDuel Group. This complex, cross-border transaction included a majority buyout and asset contribution. Mr. VanEgmond also led the integration efforts across the businesses which included the opening of the first FanDuel retail sportsbook and subsequent online sportsbook launch. These efforts helped FanDuel to become a major provider in the online real money gaming market in the United States. Prior to this merger and the advent of the sports betting opportunity, Mr. VanEgmond served as EVP of Strategy, Corporate Development & Finance for FanDuel. In this role, he led all M&A, Corporate Finance, and FP&A (Financial Planning & Analysis) activities at the company. Under his leadership, FanDuel raised several rounds of debt and equity capital and acquired three businesses, including: numberFire and AlphaDraft. Additionally, during his tenure, FanDuel and DraftKings (Nasdaq: DKNG) had come to an agreement to a merger of equals. Mr. VanEgmond worked on the transaction structuring and integration preparation before the deal was cancelled following an antitrust lawsuit. In addition to the corporate finance and mergers and acquisitions activities, Mr. VanEgmond was tasked with TABLE OF CONTENTS stabilizing the daily fantasy sports business during a time of regulatory challenges. He executed a cost reduction program and steadied the growth of the business in advance of the Flutter transaction. Before becoming involved with gaming, technology and digital businesses, Mr. VanEgmond worked as an investment banker at Barclays in Silicon Valley, focused on the technology sector. He advised on capital raising and mergers and acquisitions activities with a specific sector focus on Internet, working on transactions for clients like Facebook (Nasdaq: FB), GoDaddy (NYSE: GDDY) and Uber (NYSE: UBER). Mr. VanEgmond received a Bachelor of Business Administration in Finance from the University of Notre Dame. Eric Wiesen President Mr. Wiesen has been a General Partner of Bullpen Capital since November 2015. He has spent his career in technology and has been an entrepreneur, investor, advisor, and attorney. He began his career as a co-founder of Xert Computing while still an undergraduate at UC Berkeley. Xert was a provider of hardware and services to the 3D Graphics and Animation communities. As a 20-year-old college student, Mr. Wiesen ran sales, marketing and partnerships of Xert. Following the sale of Xert, Mr. Wiesen attended the University of Michigan Law School, after which he practiced in the corporate group at Fenwick & West LLP in Silicon Valley, working with both startups and public technology companies including Cisco (Nasdaq: CSCO), eBay (Nasdaq: EBAY), Veritas and Compuware (acquired by BMC). He left the practice of law in 2004 to co-found Higher Ground Solutions, a firm that specialized in the solution design and implementation of enterprise software. After scaling the business, Mr. Wiesen moved to New York City where he enrolled at Columbia Business School. In 2008, he joined professors Stuart Ellman and Will Porteous at RRE Ventures as an associate. Mr. Wiesen was promoted to General Partner of RRE in 2010 and made over 25 investments while at RRE, which focused primarily on digital consumer products and financial markets. He left RRE in July 2015. Many of Mr. Wiesen s investments at RRE were acquired by public companies: PayPal (Nasdaq: PYPL) acquired Venmo and Braintree, Stratasys (Nasdaq: SSYS) acquired MakerBot, Twitter (NYSE: TWTR) acquired TapCommerce. Assurant (NYSE: AIZ) acquired HYLA Mobile. Freewheel (owned by Comcast, Nasdaq: CMCSA) acquired Beeswax. Constant Contact (Nasdaq: CTCT) acquired SinglePlatform. Mr. Wiesen was involved with RRE s early investment at OnDeck (NYSE: ONDK) and sourced the investment into BarkBox (recently went public via special purpose acquisition company (or SPAC ) merger). Mr. Wiesen manages Bullpen s investment in Carbon Health and sits on the boards of AvantStay, Bentobox, and Starcity. Mr. Wiesen holds a bachelor s degree from UC Berkeley, a Juris Doctor from the University of Michigan Law School and a Master of Business Administration from Columbia Business School. Duncan Davidson Executive Vice President Mr. Davidson is a co-founder and has been a General Partner of Bullpen Capital since December 2010. He is a serial entrepreneur who most notably founded Covad Communications, a leading independent DSL provider that went public (Nasdaq: COVD) and reached a market value of $9 billion, and SkyPilot Networks, a developer of outdoor wireless mesh systems, acquired by Trillium in 2009 for connectivity to smart meters. He served as the SVP of Business Development at InterTrust (Nasdaq: ITRU, now owned by Sony) and led its IPO in 1999 and the secondary in 2000 (InterTrust reached a $9 billion market value in 2000). Mr. Davidson spent four years as a managing director at VantagePoint Venture Partners where he focused on digital media and telecom investments including: Widevine, a digital rights management provider acquired by Google, ProtoStar, a direct-to-home satellite company, and Livescribe, a smartpen company. He served on public boards, including Genuity, Inc., a spinout of GTE Internetworking from Verizon and the last large initial public offering of the dot-com era, and DSL.net, a broadband provider. Prior to forming Bullpen, Mr. Davidson co-founded one of the first mobile social app companies, Xumii, which was later sold to Myriad Group and as of 2015 was powering over 200 million users in the developing world. At Bullpen, he focuses on SaaS, mobility and satellite investments, and is an observer or sits on the boards of a number of Bullpen portfolio companies, including several which are in the process of considering SPAC merger proposals from third parties. Mr. Davidson received a Bachelor of Science in Physics and Math from Brown University and a Juris Doctor from the University of Michigan Law School. TABLE OF CONTENTS Notwithstanding our management team s past experiences, including investments and transactions in which they have participated and businesses with which they have been associated, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. You should not rely on the historical record of our management s performance as indicative of our future performance. See Risk Factors Past performance of our founders and the other members of our management team, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in us, and we may be unable to provide positive returns to shareholders. For a list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. Our Board of Directors In addition to Paul Martino, our Executive Chairman, and David VanEgmond, our Chief Executive Officer, both of whom also serve on our Board of Directors, we have assembled a Board of Directors with extensive industry knowledge and significant expertise, which is comprised of the following additional individuals. Melissa Blau Director Ms. Blau has been in the iGaming sector for over 17 years both as an advisor and operator. She is the Founder and Director (since 2006) of iGaming Capital, a leading iGaming consulting business assisting U.S. and European gaming companies develop their U.S. digital strategies, as well as advisor to/investor in numerous companies in the sector. She is currently working with several casino and sports betting operators providing operational advice into online sports betting operations or nationwide expansion. Ms. Blau s experience in the iGaming and sports betting sector began in 2004 in Europe where she held senior executive roles with iGaming operators in the UK and Europe as well as advised numerous companies in M&A advisory. In 2011, she leveraged her experience in Europe by taking an early lead in paving the way of the U.S. real money iGaming market working with multiple companies where she played a pivotal role in executing those companies online casinos in New Jersey as well as the Delaware Lottery with their iGaming vendor selection process. In addition to her consulting business, Ms. Blau has managed her own licensed iGaming and sports betting affiliate business in New Jersey since 2014. Over her 17-year career in the sector, she has invested in several companies in the sector. Her visibility and contribution in the iGaming sector is best known through her work as the Business & Finance editor of iGaming Business Magazine for 12 years (2007-2019) as well as the Chairman of the Clarion Startup Launchpad competition since 2009 which has proven to be the leading platform for innovation in the iGaming and sports betting sector. She has demonstrated her leadership by winning the 2013 Women in Gaming Award for Entrepreneur of the Year. Prior to joining the iGaming sector in 2004, Ms. Blau was a co-founder and General Partner of a MediaTech venture capital fund in association with Bear Stearns which was a limited partner. She has a Bachelor s Degree from the University of Pennsylvania and an MBA from Harvard Business School. Brett Calapp Director Mr. Calapp is the founder of Shadow fox Technology Inc., working there since 2018. He has spent 17 years in the online real money and social gaming space as an entrepreneur, executive and advisor specializing in building iGaming companies within regulatory frameworks. He is a former Chief Social Gaming Officer at Pala Interactive, founded ClubWPT for World Poker Tour - a real money gaming entertainment-media company with record setting television shows on CBS and WGN as well as land-based and online blackjack tournament tour events. Mr. Calapp is a former board member of the College Poker Tour. He is a 12-year advisor to All In Magazine, focused on poker, fantasy sports and eSports. Mr. Calapp holds gaming licenses in New Jersey and California and he also created, manufactured and distributed physical board games while still in college. Mr. Calapp received a Bachelor of Arts in Business Communication and Marketing from Arizona State University and a Master of Business Administration in Finance from Graziadio Business School at Pepperdine University. Les Ottolenghi Director Mr. Ottolenghi is a former Executive Vice President & Chief Information Officer for Caesars Entertainment (from 2016 to 2019; Nasdaq: CZR) and, prior to that, Las Vegas Sands Corp. (NYSE: LVS). He led both the digital TABLE OF CONTENTS transformation and new digital product creation at both Caesars and Sands including iGaming, social gaming and e-sports initiatives. Most recently, Mr. Ottolenghi co-developed the Black Fire Innovation Center, the world s largest gaming accelerator, housed within a 100,000 square foot facility located at UNLV Harry Reid Research & Technology Park in Las Vegas. Mr. Ottolenghi serves on the advisory board of several tech start-ups in the gaming industry. Mr. Ottolenghi received a Bachelor of Arts & Sciences in History from Duke University and a Master of Business Administration in Decision Information Analysis and Information Technology Strategy from Goizueta Business School at Emory University. Our Special Advisor to the CEO and Advisors to the Board of Directors In addition to our management team (including our board), we have assembled a highly differentiated team of advisors to the CEO and to the board of directors ( advisors ). We believe that these advisors will provide us significant advantages sourcing and evaluating target businesses with their deep expertise and extensive industry networks, helping to optimize and integrate any business we acquire, and ultimately navigating the transition following a business combination, if any. Manu Gambhir Advisor Mr. Gambhir is an executive at Play Games24x7, India s largest gaming company. Mr. Gambhir has been in the iGaming industry for 25 years, having led the development and launch of the world's second-ever online casino. He has since started a number of additional gaming companies and also acted as an executive and investor at gaming companies of all sizes. Mr. Gambhir developed HarrodsCasino.com in the U.K. based on the world-famous Knightsbridge brand, which was sold to Cantor Fitzgerald. He subsequently developed the world's first real money Facebook game which was sold to a Silicon Valley gaming firm. Mr. Gambhir is a people and product first leader, driven by creativity and data. Tom Griffiths Advisor Mr. Griffiths co-founded Hone, a next-generation learning platform, and serves as its Chief Executive Officer. The business focuses on establishing trusted partners with growth-stage and enterprise organizations to help them scale and upskill their people. Prior to Hone, Mr. Griffiths was the co-founder, Chief Product Officer, and Board Member for FanDuel, the U.S. s leading digital sportsbook and daily fantasy platform. He contributed to building and growing the platform that is still largely being used to differentiate FanDuel s product in the marketplace. In his current role as CEO and co-founder of Hone, he serves growth-stage and enterprise organizations seeking to help scale and upskill their people. Jacob Kleiner Advisor Mr. Kleiner is an Investment Partner at Bettor Capital and is focused on the online gaming space, specifically sports betting and enabling technologies. Prior to joining Bettor Capital, Mr. Kleiner led FinTech equity investments at a large commercial bank, U.S. Bank (NYSE: USB), driving deal sourcing and execution for software and enterprise technology platforms. Mr. Kleiner also previously worked as a senior associate of the investment team of Vista Equity Partners. His transaction experience at Vista includes the original acquisition of Stats (now Stats Perform), a sports technology company focused on media and technology platforms, team performance, and sports betting. As part of the Vista Stats deal team, Mr. Kleiner also led the execution of add-on acquisitions, designed to address product capability gaps, drive geographic expansion, and bring additional data and analytics capabilities to the core Stats data platform. Mr. Kleiner began his career at Barclays Capital working in mergers and acquisitions advisory for technology and media companies. Bertrand Navarrete Advisor Mr. Navarrete was a Venture Partner of Bullpen Capital from October 2020 to July 2021. He is an experienced investor and co-founder of several companies. Prior to joining Bullpen Capital, from 2018 to 2020 Mr. Navarrete was at Odyssey Infrastructure Ltd., a financial infrastructure holding company based in London, where he last held a position as Senior Managing Director Chief Strategy Officer and Global Head of Technology Acquisitions. He was a member of the operating and investment committees. While at Odyssey Infrastructure, Mr. Navarrete built a multi-billion dollar buyout and investment pipeline and led the underwriting of two transactions with $220 million and $434 million of consideration. TABLE OF CONTENTS In 2010, Mr. Navarrete co-founded a startup that built interactive sports applications for Connected TVs and second screen devices. Previously, he was responsible for mergers and acquisitions and venture investments at Internet Capital Group (ICG). Prior to ICG, Mr. Navarrete was a Growth Equity Partner at Mitsui & Co., where he led Mitsui s New York Technology Investment Group. While at Mitsui, Mr. Navarrete was responsible for managing and executing venture and private equity investments and oversaw the firm s overall technology investment strategy. Previously, Mr. Navarrete was VP of Technology Strategy and Business Development at Merrill Lynch Technology and also managed a strategic venture fund consisting of investments in the internet, media, and mobile sectors. Mr. Navarrete has served on the board of several notable investments, including CapitalIQ (NYSE: MHP), The Wedding Channel (Nasdaq: KNOT), MyFamily.com (Ancestry.com), and Synacor (Nasdaq: SYNC). He was also a founding member of an internal seed-stage venture fund at Merrill Lynch. Some of the most recent notable investments that he has led include MyBillie, K Health, Clora, and co-investments into current Bullpen portfolio companies, Hologram and Fama. Mr. Navarrete holds a bachelor s degree from Harvard University and began his career in the Debt Capital Markets group at Merrill Lynch. Market Opportunity Online real money gaming currently accounts for only a fraction of the broader global gaming industry, and we believe it is in the early stage of a rapid expansion. As of 2019, online real money gaming accounted for 14% of the $472 billion global gaming industry, while H2 Gambling Capital estimates that this percentage will increase to a 26% share of a $599 billion market by 2026. In the United States, recent regulatory tailwinds provide significant momentum for the expansion of online real money gaming. Specifically, in May 2018, the Professional and Amateur Sports Protection Act of 1992 (PASPA) was judicially overturned by the Supreme Court of the United States, leading to the legalization and proliferation of online sports betting in 15 states that currently represent 27% of the U.S. population. Analysts project that 60 to 80% of the U.S. population will have access to some form of sports betting by 2023. Alongside this catalyst for online sports betting was an expansion in online casino gaming. Online casino gaming is now permitted in six states that currently represent 11% of the population in the United States. The total U.S. addressable market in online real money gaming is expected to reach nearly $33 billion by 2026 and $40 billion at maturity in 2033. Even with these pivotal regulatory changes, the current digital penetration of U.S. real money gaming still remains low, allowing for significant opportunity for rapid transformation and growth. Relative to other major industries, such as music, that have already experienced sizable digital transformation, the current U.S. online real money gaming industry remains in its very early stages. According to the Record Industry Association of America, online music sales accounted for 89% of all music revenue in the United States in 2020. Meanwhile and according to H2 Gambling Capital as of 2019, online real money gaming accounted for only 2% of the $119 billion gaming industry in the United States. This is expected to increase to an 19% share of a $173 billion market in the United States by 2026. A secular shift from analog to digital has disrupted many consumer-facing industries, and we believe real money gaming is not an exception. Further implementation or legalization is currently under consideration by a number of other states of the United States. Gaming industry research firm Eilers & Krejcik projected in 2020 that 29 states will allow online sports betting by 2023. Other research analysts expect access to iGaming to nearly double to 11 states by 2023. As the U.S. gaming industry continues to develop via state-by-state legislative sanctioning, H2 Gambling Capital estimates that U.S. online sports betting and iGaming will grow at a 42% and 53% compound annual growth rate, respectively, from 2019 to 2026. The total U.S. addressable market may ultimately mature at over $40 billion, according to Trefis research and data from 2021 and various other research analysts. This reflects the potential for direct consumer spend on online sports betting and iGaming products, and we believe that over time, a broad ecosystem of companies serving this marketplace will emerge, and that this presents an even greater opportunity for value creation. TABLE OF CONTENTS Business Strategy Our primary business strategy is to identify and complete our initial business combination with a company within the online real money gaming, technology, sports, digital media, hospitality or leisure industries. We intend to specifically focus on companies with digital-first products and services that also intersect with offline and physical customer experiences. We will seek to effectively employ our management team s industry skills and experience as well as their extensive network to add substantial value to a target business. We believe that the operating experience of our management team can guide a target business through attracting and retaining users, strategically spending capital on research, development and marketing, and unlocking the potential of a company s upside. Our management team possesses the following tools necessary to unlock such potential: Extensive Expertise as Leaders, Operators, Entrepreneurs and Advisors. A McKinsey & Company study from 2020 shows that one year after merging, operator-led SPACs have outperformed both other SPACs (by about 40%) and their sectors (by about 10%). As operators, our management team has dedicated their careers to industries that provide consumers leading online and mobile real money gaming experiences. Our team has demonstrated its ability to found, operate, build, lead, invest in, acquire, and advise leading online real money gaming businesses. Throughout their careers, members of our management team have helped shape prominent digitally-focused industries such as online sports betting and iGaming by leading their respective companies and engaging in transformative transactions. Leading Network of Industry Relationships. Our management team, board of directors and advisors have spent most of their careers operating in the industries we are targeting, and have developed expansive networks of founders, owners and management teams of private companies, entrepreneurs, public company senior executives, boards, investors, private equity sponsors, and advisors. We believe this breadth of access will allow us to both source and create acquisition opportunities simply not available to others due to the reputation, creativity and experience of our team. Ability to Leverage Digital Expertise. We have deep operational, investment and board experience in the early-stage, digital-native sector, where members of our management team have advised and partnered with some of the largest companies in the space. We believe that our digital expertise will allow us to have a differentiated read on sentiment and valuation dislocations when evaluating investment opportunities. We further believe that it will also allow us to support growth, partnerships and potential future business combinations. Our team is highly focused on conducting primary due diligence as part of our process, as it relates to digital opportunities. Expertise Advising and Steering Private Companies into the Public Markets. As we pursue a business combination we intend to work alongside a target company s management, directors and equityholders to unlock the potential of a company s upside as they transition from a private company to a public company. We believe our expertise will be valuable to management teams in accessing the capital markets and driving value for shareholders long term. Vast Experience Structuring, Negotiating, and Executing Mergers and Acquisitions. We are confident that our upfront execution of discipline and creativity to the valuation, terms and conditions of a business combination will help to create substantial value in the public markets. Our team has years of experience structuring, negotiating and executing transactions across private and public companies, including FanDuel s merger with Flutter Entertainment (LSE: FLTR) and Barstool Sports strategic partnership with Penn National Gaming (Nasdaq: PENN). Business Combination Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. Competitive Advantage and Reputation: We intend to seek businesses that we believe have a highly differentiated and unique consumer experience that champions consumer loyalty and repeat customer demand. We believe these criteria will provide the most defensible business models, sustain a competitive advantage and market position, and drive attractive growth to create shareholder value. TABLE OF CONTENTS Large Addressable Market Relative to Current Target Size: We intend to seek businesses in the online real money gaming, technology, sports, digital media, hospitality and leisure industries that we believe are on a promising growth path, driven by a sustainable competitive advantage, with opportunities for acceleration by a partnership with us. We expect to target businesses that have experienced significant organic growth, and that we believe are well-positioned to capture additional market share in the rapidly expanding online real money gaming, technology, sports, digital media, hospitality and leisure industries through both accelerated organic and external growth. Strong Management Team: We believe our management team s operating expertise and long-time experience as early-stage venture investors can help drive incremental value to even proven and accomplished management teams. We are eager to devote significant resources to analyzing and reaching alignment among a target s management and its stakeholders to seek improvements in operational and financial performance. Reasonable Entry Valuation: We believe our management team s past experience in acquiring companies will help us evaluate potential targets within our search criteria at appropriate valuations relative to industry comparables and the ability to help enhance and create value for shareholders over the long term. These criteria are not intended to be exhaustive or required. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team and directors may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as the review of financial and other information which will be made available to us. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm that is a member of Financial Industry Regulatory Authority, Inc., or FINRA, or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make such independent determination of fair market value, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board of directors determines that outside expertise would be helpful or necessary in conducting such analysis. As any such opinion, if obtained, would only state that the fair market value meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of the target or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required by Schedule 14A of the Securities Exchange Act of 1934, as amended, or the Exchange Act, any proxy solicitation materials or tender offer documents that we will file with the SEC in connection with our initial business combination will include such opinion. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such TABLE OF CONTENTS business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001857951_weber-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001857951_weber-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001857951_weber-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001858028_nova_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001858028_nova_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001858028_nova_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001858351_iconic_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001858351_iconic_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9dab65393ca333a6573ceaa3ee62a06151a1fb2b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001858351_iconic_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Class A ordinary shares are to our Class A ordinary shares, par value $0.0001 per share; Class B ordinary shares are to our Class B ordinary shares, par value $0.0001 per share; Companies Act are to the Companies Act (as amended) of the Cayman Islands as the same may be amended from time to time; directors are to our current directors named in this prospectus; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to all of our shareholders immediately prior to the date of this prospectus, including all of our officers and directors to the extent they hold such shares; management or our management team are to our officers and directors (including our director nominees that will become directors upon the closing of this offering); ordinary resolution are to a resolution adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) (except as described in the definition of founder shares above); public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; special resolution are to a resolution adopted by the affirmative vote of at least a two-thirds (2/3) majority (or such higher threshold as specified in the company s amended and restated memorandum and articles of association) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; sponsor or sponsor group are to Iconic Sports Management LLC, a Cayman Islands limited liability company, which is owned directly or indirectly by James G. Dinan (a member of our Board of Directors), Alexander Knaster (a member of our Board of Directors), Edward Eisler and Tifosy SponsorCo LLC, a Cayman Islands limited liability company and an affiliate of Tifosy Capital & Advisory; TABLE OF CONTENTS If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Unit(1) Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2) 28,750,000 units $ 10.00 $ 287,500,000 $ 26,652 Class A ordinary shares included as part of the units(3) 28,750,000 shares (4) Redeemable warrants included as part of the units(3) 14,375,000 warrants (4) Class A ordinary shares issuable upon exercise of redeemable warrants included as part of the units 14,375,000 shares $ 11.50 $ 165,312,500 $ 15,325(5) Total $ 452,812,500 $ 41,977(6) (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 3,750,000 units, consisting of 3,750,000 Class A ordinary shares and 1,875,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share sub-divisions, share dividends, or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants. (6) Previously paid. The registrant hereby amends this Registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS Tifosy or Tifosy Capital & Advisory are to Tifosy Limited, a London based boutique sports advisory firm and an affiliate of our sponsor; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent that they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; and we, us, company or our company are to Iconic Sports Acquisition Corp., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration as a matter of Cayman Islands law, or as otherwise permitted by our amended and restated memorandum and articles of association. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Any share capitalization described in this prospectus will take effect as an issuance of shares from share premium as a matter of Cayman Islands law. Unless otherwise stated, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a new blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial business combination. While we may pursue a business combination opportunity in any business industry or sector, we intend to capitalize on the ability of our sponsor group and management team to identify, acquire and accelerate a business in the global sports industry or an adjacent sector including data and analytics, media and technology. In doing so, we intend to focus our search on iconic businesses, including sports franchises, which will complement our differentiated expertise, benefit from our strategic and hands-on operational leadership and where we believe there are opportunities for attractive risk-adjusted returns and to build a platform for future investments. With decades of combined global experience across the sports, media and financial investment landscapes, and with significant transactional expertise, access to capital and a track record of value creation, both in the United States and in Europe, we believe our combined sponsor group and management team will make us a unique partner to potential target businesses and will enhance our ability to effect an attractive and successful business combination. Our Sponsor Group Our sponsor group is a partnership between Mr. James G. Dinan, Mr. Alexander Knaster, Mr. Edward Eisler and Tifosy SponsorCo LLC, an affiliate of Tifosy Capital & Advisory, a leading boutique sports advisory firm. The history of the working relationship between the members of the sponsor group goes back several years, bringing together a powerful combination of experience and industry relationships. This cohesive group combines global expertise across sports, finance and management, and we believe the highly complementary attributes of each member create a differentiated sponsor that will provide competitive advantages in sourcing and executing an attractive business combination and driving long-term value for our shareholders. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 21, 2021 PRELIMINARY PROSPECTUS Iconic Sports Acquisition Corp. $250,000,000 25,000,000 Units Iconic Sports Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. We will have 18 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 18 months, we may, but are not obligated to, extend the period of time to consummate a business combination once by an additional three months (for a total of 21 months to complete an initial business combination), as described in more detail in this prospectus. Public shareholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension. If we have not consummated an initial business combination within the above time period, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Iconic Sports Management LLC, has agreed to purchase 12,750,000 warrants (or 14,437,500 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, in a private placement to occur concurrently with the closing of this offering. The private placement warrants are identical to the warrants sold in this offering, subject to certain limited exceptions as described in this prospectus. Our sponsor has indicated an interest to purchase an aggregate of 5,000,000 units in this offering, at a price of $10.00 per unit. The underwriters will not receive any underwriting commissions on any units purchased in this offering by our sponsor. However, because indications of interest are not binding agreements or commitments to purchase, the sponsor may determine not to purchase any such units, or to purchase fewer units than it has indicated an interest in purchasing. We are not under any obligation to sell any such units. Our sponsor currently owns 7,187,500 Class B ordinary shares, up to 937,500 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. In addition, in a vote to continue our company in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational documents for such jurisdiction) which requires the approval of at least two thirds of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at a shareholder meeting, holders of our Class B ordinary shares will have ten votes for every Class B ordinary share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share and, as a result, our sponsor will be able to approve any such proposal without the vote of any other shareholder. Incumbent directors will also have the ability to appoint and remove additional directors or to appoint replacement directors in the event of a casual vacancy. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or NYSE, under the symbol ICNC.U. We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on NYSE under the symbols ICNC and ICNC WS, respectively, on the 52nd day following the date of this prospectus unless the representatives of the underwriters permit earlier separate trading and we have satisfied certain conditions as described herein. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 38 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 11,000,000 Proceeds, before expenses, to us $ 9.45 $ 239,000,000 (1) Includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,312,500 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of underwriting compensation payable to the underwriters. The underwriters will not receive any underwriting commissions on the 5,000,000 units purchased in this offering by our sponsor. Of the proceeds we receive from this offering and the sale of the private placement warrants as described in this prospectus, $256,250,000 in the aggregate, or $294,687,500 if the underwriters over-allotment option is exercised in full (approximately $10.25 per unit in either case), will be deposited into a segregated trust account located in the United States at JPMorgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee and $2,500,000 will be available to pay fees and expenses in connection with this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Credit Suisse Morgan Stanley The date of this prospectus is , 2021. TABLE OF CONTENTS In our view, the hands-on approach that the sponsor group intends to take, combined with its extensive track-record, deal-making capabilities and access to capital will give us a distinct advantage to capitalize on opportunities in sports or in adjacent data & analytics, media and technology sectors. James G. Dinan Mr. Dinan founded York Capital Management in September 1991 and is the Chairman and Chief Executive Officer of the firm. From 1985 to 1991, he worked at Kellner, DiLeo & Co., where he became a General Partner and was responsible for investing in risk arbitrage and special situation investments. From 1981 to 1983, Mr. Dinan was a member of the investment banking group at Donaldson, Lufkin & Jenrette, Inc. In 2014, Mr. Dinan purchased a stake in the Nation Basketball Association s ( NBA ) Milwaukee Bucks, partnering with Marc Lasry and Wes Edens. Over the course of the following five years, from the 2013/14 season to the 2018/19 season, as owners of the Milwaukee Bucks, Messrs. Dinan, Lasry and Edens have completely reimagined, rebuilt and re-energized the team s business operations, resulting in substantial increases in attendance (+68%), ticket revenue (+186%), digital and social media audience (+283%), concessions and retail revenue (+600%), partnership sales (+200%) and cable revenue (+65%). They have assembled a top-flight management team and instilled a new corporate culture marked by accountability, collaboration and results and are credited with the turnaround that saw the Milwaukee Bucks win the 2021 NBA Championship and lift the Larry O Brien trophy on July 20, 2021, for the first time since 1971. Mr. Dinan has also been instrumental in driving the vision, financing, planning, design and construction of the Deer District, a 30-acre mixed-use development project that has transformed downtown Milwaukee, featuring a new 714,000 square feet multi-purpose arena, financed by a $524 million public and private investment, and a new state-of-the-art 55,000 square feet training facility for the Milwaukee Bucks, financed by a $30 million private investment. He has worked to ensure that this historic project will be catalytic to the economic development of both the city of Milwaukee and the State of Wisconsin. Throughout his time in Milwaukee, Mr. Dinan has devoted significant energy and effort to working within the Milwaukee community to accomplish important social and economic goals, which include spearheading the development and launch of the Milwaukee Bucks Foundation. Mr. Dinan is a member of the NBA s Board of Governors, responsible for the strategy and global direction of the NBA across media, digital, operations, partnerships and many other facets of the league. Mr. Dinan is currently the Vice-Chair and Chairman Emeritus of the Museum of the City of New York. He serves on the Board of Directors of the Lincoln Center for the Performing Arts, the Hospital for Special Surgery, and the USA Wrestling Foundation. Additionally, he is a U.S. Olympic & Paralympic Foundation ( USOPF ) Trustee and he served as Team Leader for Men s Freestyle Wrestling for the 2020 Olympic Games in Tokyo. Mr. Dinan sits on the Harvard Business School's Board of Dean's Advisors, the Board of Trustees of the University of Pennsylvania, the Wharton Board of Advisors at the University of Pennsylvania and the Board of Trustees for The Rockefeller University. Alexander Knaster Mr. Knaster is the Chairman of Pamplona Capital Management, a global investment management firm that he founded in 2005. As of 2020, Pamplona Capital Management has managed over $13 billion in private equity, hedge funds and fund of funds assets. Prior to founding Pamplona Capital Management, Mr. Knaster served as the Chief Executive Officer at Alfa Bank from 1998 to 2004. From 1985 to 1998, he has held senior positions at Credit Suisse First Boston, Bankers Trust Company, Deutsche Bank, Morgan Grenfell and Simmons and Company in New York, London, Moscow and Houston. Mr. Knaster has a B.S. degree in Electrical Engineering and Mathematics from Carnegie Mellon University, M.B.A. from Harvard Business School and Ph.D. in Economics from Russian Academy of Science. Mr. Knaster is currently concluding a Master of Science program in Molecular Biology at New York University. He is an active philanthropist focusing extensively on funding cancer research and educational activities. TABLE OF CONTENTS Mr. Knaster is already an investor in the sports sector, having acquired a majority stake in the Italian professional football team A.C. Pisa 1909 in January 2021. Edward Eisler Mr. Eisler is the Founder and Chief Investment Officer of Eisler Capital, a global investment management firm established in 2015 with $4 billion of assets under management. Eisler Capital pursues a multi-strategy investment framework on both a discretionary and systematic basis, utilising directional, relative value, mean reversion and volatility trading strategies across all asset classes. Prior to founding Eisler Capital, Mr. Eisler had a 20-year career at Goldman Sachs. He was a Partner and Co-Head of the Global Markets Division, where he oversaw the firm s global trading activities. Additionally, he was a member of the Goldman Sach s Management Committee, the Firmwide Risk Committee and the Finance Committee. Mr. Eisler holds a B.S. in Economics and Finance and an M.S. in Applied Mathematics from New York University. Mr. Eisler serves as an Executive Trustee of the Tate Foundation. Tifosy SponsorCo LLC Tifosy SponsorCo LLC is an affiliate of Tifosy Capital & Advisory. Tifosy is a leading boutique sports advisory firm. The firm has an extensive track record of sourcing and executing transactions in sports and providing strategic financial advisory services to clients across the sports sector. Tifosy was founded by Mr. Zanetton and Mr. Vialli. The firm employs an experienced team comprised of leading individuals from the worlds of finance and sports, including Marco Re (a former Chief Financial Officer of Juventus Football Club ( Juventus )) and Tim Williams (a former Chief Financial Officer of Football Club Internazionale Milano ( Inter Milan ) and Finance Director of Manchester United Football Club ( Manchester United )), as well as other talented and focused individuals from across top-tier investment banking, legal and sports marketing institutions. Tifosy represents a powerful complement to the sponsor group s sourcing and execution capabilities, given its unique set of deep sector relationships, industry expertise and a global platform with integrated investment and advisory capabilities. Tifosy has served as an advisor to numerous leading professional football clubs, private equity funds and high net worth individuals (including Mr. Dinan and Mr. Knaster). We intend to leverage Tifosy s unique and extensive global network to access direct and proprietary opportunities within the sports ecosystem providing a method to source, screen and select potential target companies in a way that will be highly differentiated from any other party in the sector. Our Management Team and Board of Directors Management Our company is supported by a fully dedicated management team with decades of combined experience operating and completing transactions in the sports, media, and entertainment sectors. Our operations will also be overseen by an experienced board of directors. Our management team is led by Gianluca Vialli (Co-Chief Executive Officer) and Fausto Zanetton (Co-Chief Executive Officer and Chief Financial Offer) and is supported by an experienced execution team who bring a combination of strategic, operational, financial and transactional experience paired with a deep-rooted network in the global sports ecosystem. Gianluca Vialli, Co-Chief Executive Officer Mr. Vialli is one of the most iconic and successful European professional footballers of the modern era, having played at U.C. Sampdoria ( Sampdoria ), Juventus and Chelsea Football Club ( Chelsea ). He represented Italy in 59 matches and was inducted into the Italian Football Hall of Fame. He is one of the only nine players who have won all three major Union of European Football Associations ( UEFA ) club TABLE OF CONTENTS competitions: the UEFA Champions League/European Cup, the UEFA Europa League/UEFA Cup and the UEFA Cup Winners Cup. Mr. Vialli was also the first Italian to have been appointed manager to a Premier League club, having led the first teams of Chelsea (1998-2000) and Watford (2001-2002). During his tenure at Chelsea, Mr. Vialli led the team to two international (the 1998 UEFA Cup Winners Cup and the 1998 UEFA Super Cup) and three domestic titles (the 2000 FA Cup, the 1998 League Cup and the 2000 Football Association Charity Shield). After his professional playing and coaching career, Mr. Vialli spent 15 years at Sky Sports Italia as an ambassador, an advisor to the CEO on sporting matters and a highly respected commentator and media personality with deep expertise in Serie A, Premier League, UEFA Champions League and FIFA World Cups. Mr. Vialli is also a Co-Founder and Non-Executive Director of Tifosy Capital & Advisory. He focuses on advising clients on sporting strategy, organisational matters including recruitment and capital allocation decisions. In addition, Mr. Vialli currently serves as Head of the Italian national football team delegation and is a mentor to players and management. In July 2021, as part of the team led by Italian manager Roberto Mancini, Mr. Vialli oversaw Italy s triumph in the 2020 European Championships. Mr. Vialli has a Masters in Football Business from the Johan Cruyff Institute and a Masters in Marketing and Sponsorship from University Bocconi. Fausto Zanetton, Co-Chief Executive Officer and Chief Financial Officer Mr. Zanetton is a much sought-after and trusted advisor in the sports industry and has over 20 years of experience advising global media, sports and technology companies. Mr. Zanetton is the Chief Executive Officer of Tifosy, which he co-founded with Gianluca Vialli after seeing an unprecedented need for high-quality advisory services and financing solutions in professional sports. Mr. Zanetton directs Tifosy s strategy and is responsible for managing the firm day-to-day, as well as in the sports sector advising clients on large-scale mergers and acquisitions and financing transactions. Mr. Zanetton has worked with professional sports franchises across Europe and the United States and has recently advised on transactions involving Inter Milan, Inter Miami CF, Parma Calcio 1913, Sampdoria, Glasgow Rangers Football Club, Queens Park Rangers Football Club, A.C. Pisa 1909, Norwich City Football Club and others. He has also been a speaker at various industry conferences, including Leaders in Sport, Soccerex Global Convention and Web Summit. Mr. Zanetton previously held various positions as an experienced sports, media and entertainment banker at Morgan Stanley and Goldman Sachs, with additional sector experience at PricewaterhouseCoopers in Brussels and Boston. Mr. Zanetton has a successful track record in leading high-profile transactions. Over the course of his career, Mr. Zanetton has developed a vast network within the global sports, finance and private equity industries and brings to the management team significant experience as a leader on large-scale mergers and acquisitions, capital markets and private financing transactions. Mr. Zanetton holds an M.B.A. from London Business School, is a qualified chartered accountant and is fluent in several languages. Marco Re, Executive Vice President Mr. Re is a Managing Director and the Head of Italy at Tifosy. At Tifosy, Mr. Re is primarily responsible for the Italian market and office, but also leads the firm s strategic client coverage as an adviser to top-tier clubs and clients across Europe. Mr. Re has an in-depth knowledge of the sports industry and is valued by clients for his holistic view on the sports financing market. Prior to joining Tifosy, Mr. Re served at Juventus FC in various roles, including as Chief Financial Officer and Secretary of the Board, where he held responsibility for all financial and non-sporting operations. During his 20 year career at Juventus, Mr. Re led capital market transactions including the Juventus initial public offering, a 300 million rights issue, stadium construction financing, Juventus Village financing (real TABLE OF CONTENTS estate fund structure) and a 175 million senior unsecured bond issuance. As an experienced Chief Financial Officer, Mr. Re has a detailed understanding of not only industry-specific financing arrangements, such as factoring of broadcasting and player receivables, but also related developments, having assumed senior leadership roles in the J|Medical and J|Hotel projects. Mr. Re holds a Bachelor s Degree in Economics from the University of Turin and has been enrolled in the Italian Register of Chartered Accountants and in the Register of Auditors since 2003. Tim Williams, Executive Vice President Mr. Williams is a Managing Director and the Head of UK at Tifosy. At Tifosy, he is responsible for the strategy and development of the business in the United Kingdom and focuses on strategic and capital solutions for a wide range of clubs across multiple leagues. Mr. Williams is a finance professional with more than 25 years of experience, including 15 years in sport, media, advertising and entertainment. Prior to joining Tifosy, Mr. Williams served as Chief Financial Officer and member of the San Siro stadium management company board at Inter Milan, where he held responsibility for financial, strategic and management reporting and the club s financing and capital structure since 2015. While at Inter Milan, Mr. Williams led the issue of structured bond and revolving credit facilities totalling 425 million, as well as securing short-term financing arrangements on numerous occasions. Mr. Williams also has extensive experience in the UEFA Financial Fair Play ( FFP ) regulations after leading Inter Milan to the successful release from a four-year FFP Settlement Agreement. Before joining Inter Milan, he trained with KPMG and held senior finance roles for advertising agency McCann Erickson and Manchester United. Mr. Williams holds a Bachelor s Degree in finance from Manchester Metropolitan University and is a Fellow of the Institute of Chartered Accountants in England & Wales. Tommy Aylmer, Executive Vice President Mr. Aylmer is a Managing Director and the Chief Legal Officer at Tifosy. At Tifosy, he advises clients on mergers and acquisitions, financing transactions, strategy and sports regulation and has recently advised on transactions involving Inter Milan, Inter Miami CF, A.C. Pisa and Norwich City Football Club, among others. Mr. Aylmer also oversees the wider team at the firm and the firm s regulated investment platform activities. Prior to joining Tifosy, Mr. Aylmer was a corporate lawyer at leading European law firm Arthur Cox, specialising in M&A and corporate finance. While at Arthur Cox, he gained significant experience in complex mergers and acquisitions and financing arrangements, representing and advising a wide variety of investment banking and corporate clients. Mr. Aylmer s select former experience includes advising: Greencore Group plc on the $747.5 million acquisition of Peacock Foods; Goldman Sachs as part of Activision Blizzard s $5.9 billion takeover of King Digital; CRH plc on the 6.5 billion multi-jurisdictional acquisition of businesses and assets from Lafarge S.A. and Holcim Ltd; the Eir Group on the acquisition of international sports broadcaster Setanta Sports Ireland; and Emirates National Oil Company on the 4.0 billion takeover and delisting of Dragon Oil plc. Mr. Aylmer holds a Bachelor s Degree in Business and Law from University College Dublin and is a dual-qualified lawyer with professional solicitor qualifications from the Law Societies of Ireland and England & Wales. Our management team will capitalize on the collective experiences, networks, and resources of the Tifosy platform as well as our independent director nominees to effectuate an attractive transaction for our shareholders. The past performance of our sponsor group or management team is not a guarantee of either (i) success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical record of our sponsor group s or management team s performance as indicative of our future performance. None of our officers or directors have had experience with special purpose acquisition companies in the past. TABLE OF CONTENTS Board of Directors In addition to James G. Dinan and Alexander Knaster, whose biographies are set out above, our board of directors will be comprised of the following independent directors: Ren e E. LaBran Ren e E. LaBran currently serves on the boards of B. Riley Financial (NASDAQ: RILY), a diversified financial services provider, serving on the audit and governance committees, and Idealab. In addition to leading strategy initiatives and M&A projects as a consultant to large corporate clients, she is an active investor and advisor to early-stage companies. She is also an Adjunct Professor at UCLA Anderson Business School s entrepreneurship program, and serves on the Advisory Board of Principia Growth, a late-stage growth fund. In 2015, Ms. LaBran was appointed by Governor Brown to the California State Bar Board of Trustees (responsible for regulation of California attorneys) and was confirmed to two terms by the State Senate as a non-attorney public member. Ms. LaBran played a key role in the restructuring of both the board and the organization and completed her tenure in December 2020. Ms. LaBran has been involved in the venture capital industry since 2000, initially as a founding partner of Rustic Canyon Partners ( RCP ), a technology focused venture capital fund. RCP also served as the launching pad for RC/Fontis, a growth stage fund targeting underserved markets. Ms. LaBran served as a Board Director for multiple portfolio companies (including audit chair experience) as well as provided oversight of both firms finance functions and operations. Prior to venture capital, Ms. LaBran held a variety of executive management positions at the Los Angeles Times, overseeing $300 million in revenue and launching their digital initiatives, including co-founding two media industry joint ventures, serving as Chief Executive Officer of one joint venture. Prior to the Los Angeles Times, Ms. LaBran was a management consultant with Monitor Company US and Europe ( Monitor ), working on corporate strategy projects for Fortune 500 companies. Ms. LaBran is a graduate of Harvard Business School and received her B.A. in Economics from UC Berkeley, where she was elected to Phi Beta Kappa. Ms. LaBran is the mother of two sons. She is active in her community, including past Board Chair for Hathaway Sycamores Child and Family Services, and co-founder of Women Founders Network, supporting female entrepreneurs. She also serves on the Investment Committee for Alliance for Southern California Innovation. Alex Liu Alex Liu is the managing partner and chairman of the board of directors at Kearney, a global management consulting firm. A trusted advisor to chief executive officers and boards, he was elected as the firm s ninth managing partner in 2018 and re-elected for a second term in 2021. He was named on the 2020 Global Diversity CEO List and has appeared on platforms such as the World Economic Forum ( WEF ), The Economist and CNBC to discuss equity and inclusion matters for business and society. Mr. Liu has worked extensively in the communications, media, and technology sectors in more than 50 countries and was named a Top 25 consultant by Consulting magazine. Mr. Liu has served as both speaker and co-chair at WEF events, including the Annual Summit in Davos and the WEF on Africa Summit, sharing his perspectives on global trends around the fourth industrial revolution and future-workforce topics. He is also a member of the WEF International Business Council ( IBC ), an advisory body made up of 120 chief executives and chairs representing cross-industry global organizations, and a participant in G20 Economist events. Mr. Liu publishes frequently in business periodicals and newspapers such as Harvard Business Review and the Financial Times and speaks often on culture and joy at work, hosting a popular podcast, Joy@Work. Prior to joining Kearney, Mr. Liu was Chief Executive Officer of a technology start-up and a partner with Boston Consulting Group, helping establish the firm s Asian operations outside of Japan in the 1990s. TABLE OF CONTENTS He also served as a board adviser to Etisalat, one of the largest-cap public companies in the Middle East. He began his career in brand management at a subsidiary of Procter & Gamble. Mr. Liu has an M.B.A. from Harvard and a Bachelor s degree from Yale and remains an avid rugby player. Fahd Beg Fahd Beg is the Chief Operating Officer of Prosus Food and Edtech and a member of the Prosus Investment Committee. Prosus N.V. ( Prosus ) is a global consumer internet group listed on the Euronext Amsterdam and one of the largest technology investors in the world. Mr. Beg joined Naspers Limited ( Naspers ), the controlling shareholder of Prosus, in 2016 and went on to become the Group Chief Investment Officer of Naspers in 2018 and of Prosus in 2019 following its incorporation, where he presided over a period of significant acceleration in the deployment of capital. In 2021 Mr. Beg became Chief Operating Officer of two of the Prosus s key segments, where he is responsible for strategy and investments as well as a number of growth and operational functions that provide support to scale portfolio companies. Before joining Prosus, Mr. Beg held the position of Managing Director and Head of EMEA Internet Investment Banking at Citi. Mr. Beg has an M.B.A. from Insead and a Bachelor s degree from McGill University. Market Opportunity We believe that sports and adjacent technology and services markets are among the most attractive segments in the broader media entertainment ecosystem, supported by macro tailwinds, large addressable markets and the ability for organic growth and consolidation. We believe that our sponsor group and management team is uniquely positioned to identify and execute an attractive transaction that will leverage the macro trends outlined below and create significant shareholder value as a result of our investment and operating expertise. Unparalleled value and growth of global sports ecosystem. The total addressable market of the professional sports and adjacent technology and services sectors is estimated at approximately $172 billion and growing at approximately 8% per year, underpinned by continued high global demand for live viewership and other forms of sports media consumption. The value of this unique, exciting, unscripted and live form of entertainment is best exemplified by the continued inflation in sports media rights. A recent example is the new 11-year National Football League s rights deal, which is estimated to be worth over $110 billion and which constitutes an increase of approximately 75% comparing to the prior deal, based on annual contract value. The deal has attracted significant investment from Amazon.com, Inc., marking further validation of the value of premium must-have sports content for both traditional broadcasters and new entrants, such as over-the-top delivery platforms. Jointly with the continued proliferation of online and mobile connectivity and the growth of social media, this has continued to drive value for major sports franchises and businesses serving the wider sports industry across the globe. Market dislocation from COVID-19. The impact of the global pandemic on sports franchises and sports-related adjacencies has been profound. As a result, sports franchises and vendors are facing a significant strain on cash flows, leaving many ownership groups without the appetite, nor liquidity to continue franchise funding for an undetermined period. Organizations with inefficient operating models are experiencing significant stress during these times, leading many groups to revaluate their funding strategies. While the length and severity of the impact on live events and other core activities is still uncertain, the market has historically proven resilient to cyclicality especially for businesses with strong fundamentals and long-term intellectual property value and is poised to benefit from strong demand in a post-COVID environment. Decisive shift towards professional ownership and management. Global sports franchises, leagues and businesses active within the wider sports ecosystem are attracting unprecedented interest from institutional and more sophisticated investors. As these businesses reach scale at a global level and need to continue to grow shareholder value in a competitive market, there will be an increased need for professional ownership and TABLE OF CONTENTS management. Access to capital and financial expertise will be fundamental for businesses that require significant funding in coming years for projects, such as infrastructure and stadium developments, squad investments and others. Continued technological and data-driven value creation. Technology has significantly transformed consumer behavioural and engagement patterns; and digital adoption and innovation is changing the way that businesses around the globe are conducting their operations. The need for innovative and dynamic operating models is increasingly evident, accelerated by the global pandemic. In order to drive shareholder value, the sports industry can benefit significantly from increased adoption of technology informing data-driven team management and capital allocation decisions, player and performance analytics and Enterprise Resource Planning/Customer Relationship Management improvements. Our management team and sponsor group have significant experience and track-record in pursuing value creation opportunities via adopting innovative and data-driven techniques, which will be leveraged to identify and pursue assets with unique potential. Global sports platform. Significant synergies can be achieved by building a global sports platform, where best-in-class management practices, capital allocation and innovation can be shared and optimised across various assets. As more sports franchises and sports and media related businesses understand the necessity of building global brands in order to compete for revenue and brand recognition across wider consumer audiences, experienced management teams with operational and financial expertise will be required to create value and enhance visibility and profitability. Sourcing We intend to leverage both the sponsor group s and management team s unique and extensive global networks to access direct and proprietary business combination opportunities. Our competitive advantage is driven by the deep industry experience and extensive deal sourcing capabilities of our sponsor group and management team. We believe our process of screening and selecting potential target companies for our initial business combination will be highly differentiated and that through our combined networks and expertise we can generate a wide range of business combination opportunities with potential target companies. We plan to utilize the collective and distinctive capabilities of our sponsor group and management team and, in particular, leverage the: deep and broad network of relationships in the sports and entertainment industry to create a significant pipeline of opportunities including opportunities with multiple professional sports franchises and adjacent businesses (both in the United States and Europe); extensive experience of sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses; use of advanced analytics to evaluate opportunities and provide businesses with competitive advantages; track record of driving value in existing businesses, including operating leading sport franchises; and significant M&A experience, including in consummating transactions across a wide range of sectors. In addition to our sponsor group s and management team s sourcing and evaluation capabilities, our board of directors will be comprised of senior executives with complementary business profiles and experience in a variety of relevant industries. We believe our directors will add depth to our expertise, broaden our network of relationships, and provide exceptional governance to our company. We expect our broad network to provide our management team with a robust flow of business combination opportunities. We also anticipate that we will have opportunities to leverage our relationships with several investment banks, private equity groups and law firms, which will present us with certain advantages in identifying prospective target companies in the areas that we determine are appropriate and attractive for our initial business combination. Our Business Strategy Our strategy is to source, identify, acquire and, upon completion of our initial business combination, accelerate a business to create long-term value for our shareholders. While we will not be limited to a TABLE OF CONTENTS particular industry or geographic region, we believe the experience of our sponsor group and management team will be highly complementary to a business in sports or in adjacent data and analytics, media and technology sectors, particularly a business that can benefit from our strategic, operational and financial expertise. Our global network of investors and connections provides us with wide access to source attractive opportunities and our team will consider a broad set of opportunities but will apply a disciplined investment framework based on core acquisition criteria. We believe our sponsor group and management team will be able to provide a level of support and assistance on key operational and strategic matters that is highly differentiated relative to other potentially competing SPACs. The recent achievements of members of our sponsor group and management team with the Milwaukee Bucks (NBA Championship winners 2021) and the Italian national football team (European Championship winners 2020) only serves to further underline our ability to add significant value. We are therefore focused on opportunities where we will have a unique advantage in driving value creation once a business combination is completed. We have an extensive track record as investors and operators, which in our view will differentiate us as potential partners in an initial business combination and will be a valuable factor in distinguishing ourselves to potential target businesses. Our Acquisition Criteria Consistent with our business strategy, we have developed the following general, non-exclusive investment criteria and guidelines that we believe are important and plan to use when screening for and evaluating target businesses. We intend to use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and guidelines. We will seek to acquire a business that: operates in sports or an adjacent industry and is well-positioned to benefit from the broad network and strategic expertise of our sponsor group and management team; is a leading business with strong business fundamentals, intrinsic brand value and a seasoned executive leadership; is operating at scale and is prepared to make the transition to the public markets, but can benefit from guidance and advice in developing a clear message describing the business model and investment opportunity to public investors; has the potential to develop fundamentally sound financial performance, with visibility into revenue and cash flow growth and relatively predictable future financial performance; operates in a large addressable market and has a sustainable competitive advantage; would benefit from an acquisition strategy and more efficient capital allocation and could leverage our access to capital, operational expertise and financial insights; and would serve as a platform for both organic and acquisitive growth. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into a business combination with a target that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC. Our Acquisition Process In evaluating a prospective target business, we expect to conduct an extensive due diligence review, which may encompass, as applicable and among other things, meetings with members of the target s management and other employees, document reviews, inspection of facilities and a review of financial and other information about the target and its industry. We will also benefit from our sponsor group s and TABLE OF CONTENTS management team s network of relationships with senior executives, board members and members of executive management teams to provide specialized insights into their areas of expertise and leverage their operational and capital planning experience. We are not prohibited from pursuing an initial business combination or any subsequent transaction with a company that is affiliated with Tifosy Capital & Advisory, our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with Tifosy Capital & Advisory, our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with Tifosy Capital & Advisory, our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion, from either an independent investment banking firm or an independent accounting, valuation or appraisal firm, that such an initial business combination is fair to our company from a financial point of view. Members of the management team will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officer and director was included by a target business as a condition to any agreement with respect to our initial business combination. Certain of our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. As a result, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then he or she may be required to honour such fiduciary or contractual obligations to present such business combination opportunity to such entity. If those other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. We will waive any claim or cause of action we may have in respect thereof. While Tifosy will not have any duty to present business combination opportunities to us, Tifosy may become aware of a potential transaction that may be an attractive opportunity for us, which it may or may not decide to share with us. Tifosy is a boutique advisory firm focused exclusively on the professional sports sector. As such, Tifosy provides a diversified range of financial advisory services in a broad spectrum of activities including merger and acquisition advisory services. Additionally, we may, but are not required to, engage Tifosy for services as a financial advisor in connection with identifying and investigating potential targets for our initial business combination. Conflicts may arise from Tifosy s part sponsorship of our company, its provision of services both to us (including as a financial advisor) and to third-party clients. In performing services for other clients and also when acting for its own account, Tifosy may take commercial steps that may have an adverse effect on us. In addition, our officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. In particular, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. Initial Business Combination So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net TABLE OF CONTENTS assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-business combination company will own or acquire 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a business combination in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our pre-combination shareholders could own less than a majority of the shares of the post-business combination company. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Corporate Information Our executive offices are located at 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands. We maintain a corporate website at . The information that may be contained on or TABLE OF CONTENTS accessible through our corporate website or any other website that we may maintain is not incorporated by reference in, or otherwise a part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (as amended) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. TABLE OF CONTENTS The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 25,000,000 units (or 28,750,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-half of one redeemable warrant. Proposed NYSE symbols Units: ICNC.U Class A ordinary shares: ICNC Warrants: ICNC WS Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, the representatives of the underwriters, inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly, and no later than four business days, after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current TABLE OF CONTENTS Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 25,000,0001 Ordinary shares: Number outstanding before this offering 7,187,5001,2 Number outstanding after this offering 31,250,0001,2,3 Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 12,750,0001 Number of warrants to be outstanding after this offering and the sale of private placement warrants 25,250,0001 Exercisability Each whole warrant sold in this offering is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units, which contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities (as defined below) for capital raising purposes in connection with the closing of our initial business 1 Assumes no exercise of the underwriters over-allotment option. 2 Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. 3 Includes 25,000,000 public shares and 6,250,000 founder shares, assuming 937,500 founder shares have been forfeited. TABLE OF CONTENTS combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held thereby prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to the captions Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable 30 days after the completion of our initial business combination; provided that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable TABLE OF CONTENTS efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading TABLE OF CONTENTS day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Shareholders Warrants ; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. TABLE OF CONTENTS The fair market value of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the ten trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Founder shares On April 20, 2021, our sponsor paid $25,000, or approximately $0.002 per share, to cover certain expenses on our behalf in exchange for the issuance of 11,500,000 Class B ordinary shares. On September 29, 2021, our sponsor surrendered 4,312,500 founder shares to us for no consideration resulting in an aggregate of 7,187,500 outstanding (up to 937,500 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised). As a result of such surrender, the per share purchase price increased to approximately $0.004 per share. Prior to the completion of this offering, our sponsor will transfer 30,000 founder shares to each of our independent director nominees at their original purchase price. Such shares will not be subject to forfeiture in the event the underwriters over-allotment option is not exercised. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization, surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment and removal of directors and holders of our founder shares may by way of ordinary resolution remove a member of our board of directors for any reason; incumbent directors shall also have by written resolution the ability to appoint additional directors or to appoint replacement directors in the event of a casual vacancy; TABLE OF CONTENTS the founder shares are subject to certain transfer restrictions, as described adjacent to the caption Transfer restrictions on founder shares below; our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive, to the extent such exist, their redemption rights with respect to their founder shares (ii) waive, to the extent such exist, their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we have not completed our initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we have not completed an initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we have not completed our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution, or such higher approval threshold as may be required by Cayman Islands law and pursuant to our amended and restated memorandum and articles of association. In accordance with our amended memorandum and articles of association, shareholders representing at least one-third of our issued and outstanding ordinary shares, present in person or by proxy, will constitute a quorum. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our sponsor s founder shares and the sponsor s 5,000,000 public shares purchased as part of the 5,000,000 units in the IPO, we would need 4,375,001, or 17.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised) of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved, subject to any higher consent threshold as may be required by Cayman Islands or other applicable law; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof TABLE OF CONTENTS as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; the founder shares are entitled to registration and shareholder rights; and in a vote to continue our company in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational documents for such jurisdiction) which requires the approval of at least two thirds of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at a shareholder meeting, holders of our Class B ordinary shares will have ten votes for every Class B ordinary share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share. Transfer restrictions on founder shares Except as described herein, our sponsor and our directors and officers have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and officers with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if we do not consummate an initial business combination, at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and TABLE OF CONTENTS any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. Appointment and Removal of Directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment and removal of directors, by way of ordinary resolution. Holders of our public shares will not be entitled to vote on the appointment or removal of directors during such time. In addition, in a vote to continue our company in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational documents for such jurisdiction) which requires the approval of at least two thirds of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at a shareholder meeting, holders of our Class B ordinary shares will have ten votes for every Class B ordinary share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting at a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Sponsor participation in IPO Our sponsor has indicated an interest to purchase an aggregate of 5,000,000 units in this offering, at a price of $10.00 per unit. The underwriters will not receive any underwriting commissions on any units purchased in this offering by our sponsor. However, because indications of interest are not binding agreements or commitments to purchase, the sponsor may determine not to purchase any such units, or to purchase fewer units than it has indicated an interest in purchasing. We are not under any obligation to sell any such units. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 12,750,000 private placement warrants (or 14,437,500 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant ($12,750,000 in the aggregate or $14,437,500 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we have not completed our initial business combination within 18 months (or 21 months, as applicable) TABLE OF CONTENTS from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see Description of Securities Warrants Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, except as described under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (as defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A ordinary shares for the ten trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account Of the proceeds we receive from this offering and the sale of the private placement warrants as described in this prospectus, $256,250,000 in the aggregate, or $294,687,500 if the underwriters over-allotment option is exercised in full (approximately $10.25 per unit in either case), will be deposited into a segregated trust account located in the United States at JPMorgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and $2,500,000 will be available to pay fees and expenses in connection with this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust TABLE OF CONTENTS account include $7,000,000 (or $8,312,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we have not completed our initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, or to redeem our public shares as described herein, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $256,250 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which TABLE OF CONTENTS will be approximately $750,000 used to pay expenses in connection with this offering and $1,750,000 used for working capital following this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of, nor will they be able to rely on, such opinion. If our securities are not then listed on NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company will own or acquire 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase public TABLE OF CONTENTS shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Effecting Our Initial Business Combination Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, in cases where, among others, it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the TABLE OF CONTENTS completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.25 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we have not completed our initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of underwriter fees and commissions (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001 upon consummation of our initial business combination and after payment of underwriter fees and commissions, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash TABLE OF CONTENTS conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve our initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company, including where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution or such higher approval threshold as may be required by Cayman Islands law, and pursuant to our amended and restated memorandum and articles of association. In accordance with our amended memorandum and articles of association, shareholders representing at least one-third of our issued and outstanding ordinary shares, present in person or by proxy, will constitute a quorum. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our sponsor s founder shares and the sponsor s 5,000,000 public shares purchased as part of the 5,000,000 units in the IPO, we would need 4,375,001, or 17.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised) of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business TABLE OF CONTENTS combination approved, subject to any higher consent threshold as may be required by Cayman Islands or other applicable law. Assuming that only one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, are voted, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to have it approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange TABLE OF CONTENTS Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 18 months (or 21 months, as applicable) from the closing of this offering to consummate our initial business combination. If we have not consummated an initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering, we will: (i) cease all TABLE OF CONTENTS operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we have not completed an initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we have not completed an initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we have not completed our initial business combination within the prescribed time frame). If we do not complete our initial business combination within the allotted time frame, the trustee and the underwriters have agreed that: (1) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account; and (2) the deferred underwriters discounts and commissions will be distributed on a pro rata basis, together with any accrued interest thereon (which interest shall be net of taxes payable) to the public shareholders. Our sponsor, officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we have not completed our initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to TABLE OF CONTENTS pay our taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association will provide that, if a resolution of the company s shareholders is passed pursuant to the Companies Act of the Cayman Islands to commence the voluntary liquidation of the company, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Ability to extend time to complete business combination We will have 18 months from the closing of this offering to complete an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 18 months, we may, but are not obligated to, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination once by an additional three months (for a total of 21 months to complete an initial business combination), subject to our sponsor depositing additional funds into the trust account as set out below. Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the deadline, must deposit into the trust account $2,500,000 (or $2,875,000 if the underwriters exercise their over-allotment option in full ($0.10 per share of Class A common stock in either case), adjusted proportionately in the case of a partial exercise), on or prior to the date of the applicable deadline. Any such payments would be made in the form of a loan. Any such time extension funding loans will be non-interest bearing and payable upon the consummation of our initial business combination. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. Following the consummation of our initial business combination, the lender will have the right to require us to convert the extension funding loans in whole or in part into private placement warrants of the post business combination entity at a price of $1.00 per warrant. If we do not complete a business combination, we will not TABLE OF CONTENTS repay such loans. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. Our public shareholders will not be entitled to vote or redeem their shares in connection with any such extension. As a result, we may conduct such an extension even though a majority of our public shareholders do not support such an extension and will not be able to redeem their shares in connection therewith. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; reimbursement for office space, secretarial and administrative services provided to us by our sponsor or an affiliate of our sponsor, in the amount of $50,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which our sponsor or an affiliate of our sponsor or certain of our officers and directors have the right, but not the obligation, to extend to us pursuant to an interest free loan on substantially the same terms as our existing promissory note. Up to $1,500,000 of such loans, which we have agreed to incur and which are due upon the earlier of our liquidation or the consummation of our initial business combination, may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. At the closing of the initial business combination, a customary financial advisory fee will be paid to Tifosy Capital & Advisory, an affiliate of a member of our sponsor group, in an amount that constitutes a market standard financial advisory fee. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. TABLE OF CONTENTS Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. TABLE OF CONTENTS Risks We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. Such risks include, but are not limited to: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our sponsor group, management team or their respective affiliates, including Tifosy Capital & Advisory, may not be indicative of future performance of an investment in us. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The requirement that we consummate an initial business combination within 18 months (or 21 months, as applicable) after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our initial business combination deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public float of our Class A ordinary shares or public warrants. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. TABLE OF CONTENTS NYSE may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.25 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 18 months (or 21 months, as applicable) following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001858721_rotech_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001858721_rotech_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..129de3aac97a779578cfa4a350b2f756f1328a03
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001858721_rotech_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in shares of our common stock. You should read this entire prospectus carefully, including the section entitled Risk Factors, Business, Management s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and the related notes thereto included elsewhere in this prospectus, before you decide to invest in shares of our common stock. Rotech We are a leading provider of home medical equipment and related products and services (collectively referred to as HME products and services ) in the United States. We offer a comprehensive range of HME products and services for home healthcare and delivery across five core business lines: (1) oxygen, (2) ventilators, (3) sleep therapy, (4) wound care and (5) DME. We enable the treatment of patients in their homes, including chronic patients, acute patients or patients with both chronic and acute needs. Our Payor clients include commercial insurers, Medicare, Medicaid, the VA and private individuals. As of June 30, 2021, we served more than 600,000 active patients across over 300 service locations in 45 states, supported by more than 3,500 full-time equivalent ( FTE ) employees and key Payor contracts (including over 1,750 Commercial Payor contracts). Over the past several years, we have made substantial, long-term strategic improvements in our business and operations, resulting in a growth rate of over 23% for the year ended December 31, 2020, primarily driven by organic growth and Adjusted EBITDA Margin of 30.3% for the year ended December 31, 2020. Our growth plans also include continuing to evaluate attractive acquisition opportunities in our industry. We focus on being the industry s highest-quality provider of HME products and services, while maintaining our commitment to being a low-cost operator. We offer a compelling value proposition to patients, providers and Payors by enabling patients to receive care and services in the comfort of their own homes while also reducing treatment costs as compared to in-patient settings. Our key HME products and services include stationary and portable home oxygen equipment, non-invasive and invasive ventilators, CPAP and BiPAP devices, NPWT pumps and supplies and other DME. As of June 30, 2021, we served more than 600,000 active patients, of whom over 218,000 were oxygen patients receiving approximately 624,000 tank deliveries in aggregate. Our revenues are generated primarily through fee-for-service arrangements with Payors for equipment, supplies, services and other items we rent or sell to patients. With an expansive network of Payor contracts, delivery technicians and therapists that is not readily replicated, we are well positioned to provide home healthcare that requires high-quality service, providing a bridge from the in-patient care setting to the home. We operate in attractive end markets. We derived approximately 87.1% of our revenue for the year ended December 31, 2020 from the high-growth respiratory and OSA markets. According to industry reports, in 2019, the global markets for homecare oxygen concentrators, homecare ventilators, and CPAP devices were estimated to be $1.0 billion, $0.5 billion and $3.0 billion, respectively, and are projected to grow at a compound annual growth rate ( CAGR ) of approximately 15.2%, 7.3%, and 5.9%, respectively, from 2019 to 2024. We entered the market for wound care products and supplies starting with an exclusive distributor agreement with Smith and Nephew in 2019 and further with the acquisition of Halo Wound Solutions in July 2020. In 2019, the global market for wound care devices and supplies was projected to be approximately $3 billion by 2025 and this market is expected to grow at a CAGR of approximately 5.4% from 2019 to 2024. We believe these high-growth markets represent attractive embedded opportunities for continued growth. We believe key differentiators from our competitors are our national scale and footprint, our culture of disciplined and profitable growth, our relentless operational rigor and focus on cash collections, and our proprietary technology platform. We enjoy deep and long-standing relationships with major Payors, including government, national and regional insurers and MCOs, many of whom we have contracted with for over 15 years. We believe that Payors and referral sources highly value our ability to reliably provide access to home healthcare and reduce unnecessary in-patient stays. We believe that we are well positioned to continue to capitalize on our organic growth initiatives as well as acquisition opportunities. Coupled with scalable technology and centralized operations, including customer service and revenue cycle management, we believe we can continue to grow our patient base while maintaining operational efficiency in a cost-efficient manner. We believe we can continue to enhance our TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus, dated September 16, 2021 PROSPECTUS Shares Rotech Healthcare Holdings Inc. Common Stock This is Rotech Healthcare Holdings Inc. s initial public offering. We are selling shares of our common stock. We expect the public offering price of our common stock will be between $ and $ per share. Currently, no public market exists for the shares of our common stock. After pricing of the offering, we expect that the shares will trade on the Nasdaq Global Select Market under the symbol ROTK. We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See Summary Emerging Growth Company. Investing in shares of our common stock involves risks. See Risk Factors beginning on page 21 of this prospectus for factors you should consider before buying shares of our common stock. Per Share Total Public offering price $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to us $ $ (1) We refer you to Underwriting beginning on page 179 of this prospectus for additional information regarding underwriting compensation. The underwriters may also exercise their option to purchase up to an additional shares from us at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The shares of common stock will be ready for delivery on or about , 2021. BofA Securities Jefferies UBS Investment Bank Truist Securities Baird RBC Capital Markets The date of this prospectus is , 2021. TABLE OF CONTENTS Table of Contents SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001858766_navigation_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001858766_navigation_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..63addf7476044cb9301024907288542dc9ae8a72
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001858766_navigation_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to Navigation Capital Acquisition VI Corp., a Delaware corporation; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; founder shares are to shares of Class B common stock initially purchased by our Sponsor in a private placement prior to this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors; directors are to our current directors and director nominees; common stock are to our Class A common stock and our Class B common stock; public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; private placement warrants are to the warrants issued to our Sponsor in a private placement simultaneously with the closing of this offering; Sponsor are to Navigation Capital Holdings VI, LLC, a Delaware limited liability company; and Wells Fargo are to Wells Fargo Securities, LLC, and Mizuho Securities are to Mizuho Securities USA LLC, the representatives of the underwriters of the offering. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option GENERAL We are a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We believe that our management team s decades of experience and relationships with leading companies and their founders, executives and investors, in Table of Contents Index to Financial Statements The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JUNE 28, 2021 $150,000,000 Navigation Capital Acquisition VI Corp. 15,000,000 Units Navigation Capital Acquisition VI Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 2,250,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we do not consummate an initial business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing of this offering but have not completed our initial business combination within such 24 month period), we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our Sponsor, Navigation Capital Holdings VI, LLC, has committed to purchase an aggregate of 3,606,667 private placement warrants (or 3,906,667 if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per warrant, or $5,410,000 in the aggregate (or $5,860,000 in the aggregate if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our initial stockholders currently own an aggregate of 4,312,500 shares of Class B common stock (up to 562,500 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Currently, there is no public market for our units, Class A common stock or warrants. We have applied to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the shares of Class A common stock and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Wells Fargo Securities, LLC and Mizuho Securities USA LLC, the representatives of the underwriters of this offering, inform us of their decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on the NYSE under the symbols and W, respectively. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 37 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $150,000,000 Underwriting discounts and commissions(1) $0.55 $8,250,000 Proceeds, before expenses, to us $9.45 $141,750,000 (1) $0.20 per unit sold in the base offering, or $3,000,000 in the aggregate, is payable upon the closing of this offering. Includes $0.35 per unit sold in the base offering, or $5,250,000 in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. If the underwriters over-allotment option is exercised in full, $0.35 per over-allotment unit, or up to an additional $787,500 (for a total of $6,037,500 in the aggregate), will be deposited in the trust account as deferred underwriting commissions and released to the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $150,000,000, or $172,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $3,000,000 in underwriting discounts and commissions payable upon the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Joint Book-Running Managers Wells Fargo Securities Mizuho Securities Co-Manager Loop Capital Markets The date of this Prospectus is June , 2021 Table of Contents Index to Financial Statements addition to the extensive industry and geographical reach of our network, along with our prior experience with special purpose acquisition company ( SPAC ) business combinations, will give us a competitive advantage in pursuing a broad range of opportunities in many industries. While we may pursue an acquisition opportunity in any industry, sector or geography, we intend to target a specialty finance and financial technology company. Our management team and board of directors ( Board of Directors and, collectively with management, referred to as our team ) possess a synergistic combination of executive, strategic, operational, financial, and transactional experience, and have demonstrated a strong track record of identifying and creating significant stockholder value at a wide array of specialty finance and financial technology companies. We believe that the experience and expertise of our team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination and bring value to the business following our initial business combination. Our objective is to generate attractive returns for stockholders and enhance value through both operational improvements and new initiatives to expand the target business organically and/or by strategic acquisitions. Given our team s extensive work and business relationships in this sector, we have direct visibility into the growth prospects and developmental promise of differentiated companies. Our team has decades of experience identifying and understanding the key fundamental theses of our targeted businesses and how management teams can better execute on their stated strategies to deliver value. Our team s past experiences provide a differentiated set of skills that other companies may not possess. We believe that our team s expertise, capabilities, and network provide us with a significant advantage in identifying attractive investments and consummating an initial business combination that will be well-received in the public markets. OUR INITIAL INVESTORS In addition to management s experience, our Sponsor has secured financial commitment from an affiliate of Navigation Capital Partners LLC ( Navigation Capital ), which has previous experience across the full lifecycle of special purpose acquisition companies ( SPACs ), from initial public offering to the de-SPAC business combination process. Navigation Capital, through this affiliate, has committed to providing capital and other resources with respect to sourcing a potential acquisition. Navigation Capital is an Atlanta-based private equity firm which partners and invests with extraordinary CEOs to launch companies into the public market. Navigation Capital was established as the successor to Mellon Ventures, purchasing the remaining 34 companies in Mellon s existing portfolio (Navigation Capital Partners I LP, or NCP I ) and then founding a new partnership (Navigation Capital Partners II LP, or NCP II ) to continue to invest in high growth, technology-enabled operating companies. Recognizing significant opportunity in SPACs, Navigation Capital created its SPAC Operations Group in 2019 to leverage their experience, network and track record to identify and partner with successful executives to launch SPACs. Through Mellon Ventures, NCP I and NCP II, the Navigation fund management team has invested and managed over $550 million in over 70 companies. In 2017, Navigation s first SPAC investment, Pensare Acquisition Corp, raised $300 million in an initial public offering to acquire a company in the technology, media, and telecommunications (TMT) industry with Larry Mock as Chairman, Darrell Mays as CEO, Bob Willis as President, and David Panton as Chief Strategy Officer. At the height of the COVID-19 pandemic, Pensare closed its first acquisition, Computex Technology Solutions, with a private investment in public equity ( PIPE ) led by MasTec, and changed its name to American Virtual Cloud Technologies, Inc. Other key SPAC successes to date include sponsor investments in D and Z Media Acquisition Corp. (NYSE: DNZ), KINS Technology Group (Nasdaq: KINZ), Shelter Acquisition Corporation (Nasdaq: SHQA), CEA Space Partners I, Corp. (NYSE: CEAS), Tristar Acquisition I Corp. ( pending NYSE: TRIS), Table of Contents Index to Financial Statements and PIPE investments in American Virtual Cloud Technologies (Nasdaq: AVCT), Astra/Holicity (Nasdaq: HOL), and Genesis Park/Redwire Space (NYSE: GNPK). Navigation has sector experience across technology, media & telecommunications, specialty finance & FinTech, energies, niche manufacturing, business & distribution services, healthcare, aerospace & defense and food service. The Navigation team meets with numerous private equity and venture capital-backed acquisition targets looking to take their profitable companies to the next stage via a SPAC initial public offering and believes it has a robust SPAC fund pipeline for potential deal flow. Notwithstanding the foregoing, the past performance of the members of our management team, our advisors, Navigation Capital or their respective affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on their historical record as indicative of our future performance. Additionally, in the course of their respective careers, members of our management team have been involved in businesses and deals that were unsuccessful. Furthermore, our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. For a list of our officers and directors and entities for which a conflict of interest may or does exist between such persons and the company, as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the section titled Management Conflicts of Interest . OUR MANAGEMENT TEAM AND BOARD OF DIRECTORS We will seek to capitalize on the strength of our management team and Board of Directors. Our management team and Board of Directors consist of professionals and senior operating executives of companies with decades of experience and industry exposure in financial services, financial technology, consulting, private equity, venture capital and academics. Based on our management team and Board of Directors extensive experience and industry exposure, we believe we will be able to identify, evaluate the risk and reward of and execute on attractive business combination opportunities. Our management team and Board of Directors have meaningful investing experience and possess extensive experience in corporate finance, mergers and acquisitions, equity and debt capital markets, strategic consulting, operations, and turnarounds. Dennis Lockhart (Chief Executive Officer, Director Nominee) Mr. Lockhart is our Chief Executive Officer and will join our Board of Directors at the closing of this offering. He is a highly experienced and accomplished executive with more than 50 years of experience across the banking and financial services industries. Mr. Lockhart currently serves as a Distinguished Professor-of-the-practice at the Sam Nunn School of International Affairs at Georgia Tech. He previously served as President and Chief Executive Officer of the Federal Reserve Bank of Atlanta for 10 years until his retirement in 2017. Previously, he was president of Heller International Group, a financial firm with activities in commercial finance in Europe, Asia, and Latin America. Mr. Lockhart started his career with Citicorp/Citibank (now Citigroup), where he held various positions such as senior corporate officer of the Southeast office in Atlanta and was head of the firm s Latin American debt-to-equity swap investment program, designed to restructure sovereign debt. Mr. Lockhart serves, or has served, as a member of the boards of directors of several companies, including American Virtual Cloud Technologies (Nasdaq: AVCT), CapitalSource Inc., Tri-Valley Corp., and Greenfield Holdings Credit Ltd. He was also chairman of the Small Enterprise Assistance Funds. He served on the Advisory Committee of the US Export-Import Bank and chaired the committee in 2000. Table of Contents Index to Financial Statements Mr. Lockhart holds a Master of Arts from Johns Hopkins University and a Bachelor of Arts from Stanford University. Matthew Phelan (Chief Financial Officer) Mr. Phelan, our Chief Financial Officer, is a financial expert and chartered public accountant with financial analysis, valuation, and M&A experience. Mr. Phelan will facilitate our target sourcing, target evaluation and transaction execution in this process. Since August 2020, Mr. Phelan has been serving as a Vice President at Navigation Capital, SPAC Operations Group, and has led multiple SPAC deals across the Navigation portfolio, including Navigation s investment in Shelter Acquisition Corp (Nasdaq: SHQA), CEA Space Partners I Corp. (NYSE: CEAS), and Tristar Acquisition I Corp. (NYSE: TRIS), as well as PIPE investments in Holicity, Inc. (NASDAQ: HOL), which announced a merger with Astra Space, Inc. and Genesis Park Acquisition Corp., which announced a merger with Redwire Space. Previously, from December 2018 to July 2020, Mr. Phelan served as an Associate at Antares Capital in their Leveraged Finance Group, where he led numerous financings in conjunction with leveraged buyouts, recapitalizations, and add-on acquisitions. Prior to that, from October 2017 to December 2018, Mr. Phelan was an analyst at Houlihan Lokey (NYSE: HL), completing dozens of private equity / hedge fund portfolio company valuations on a quarterly basis. Mr. Phelan began his career as a Senior Associate at Grant Thornton in July 2016 working in their Financial Due Diligence group until October 2017. Mr. Phelan currently serves as a board observer for American Virtual Cloud Technologies (NYSE: AVCT) and serves as a board member and founder to the Noonday Foundation. Mr. Phelan is a Certified Public Accountant. He received his Master of Science in Accountancy from Wake Forest University and a B.S. in Finance from the College of Charleston. Lawrence Mock (Chairman of the Board) Mr. Mock, our board chairman, is a leader within private equity and growth equity in the Southeast, with over 35 years of deal and transactional experience. Mr. Mock has overseen more than $2.4Bn in private investments spanning more than 140 companies. His vast investing track record and prior experience managing portfolio companies within the financial sector will provide unique insight in evaluating and assessing potential targets within the industry. Mr. Mock is currently a co-founder and managing partner of Navigation Capital and leads the SPAC Operations group. In 1996, Mr. Mock was recruited by Bank of New York Mellon to build and run Mellon Ventures, the private equity arm of the institution. As President and CEO of Mellon Ventures, Mr. Mock has significant experience with investing in operating companies and private equity partnerships. In January 2007, Mr. Mock, in partnership with David Panton and Goldman Sachs, bought the portfolio from Mellon Ventures and started Navigation Capital. Prior to his roles at Navigation Capital and Mellon Ventures, Mr. Mock founded River Capital, one of the first private equity firms focused on investments in the Southeast. Mr. Mock serves on the board of more than 10 public and private companies including Exeter Finance since 2008 and Brightwell Payments since 2010, and has been the Chairman of Definition6 since 2010. He also served as the Chairman of American Virtual Cloud Technologies (Nasdaq: AVCT) from September 2017 to March 2021 and the Atlanta Mission from June 2017 to June 2019. Mr. Mock received his B.A. from Harvard University, and completed post graduate studies in Economic Theory and Systems Planning from The London School of Economics and Florida State University. Table of Contents Index to Financial Statements Klaas P. Baks PhD (Director Nominee) Dr. Baks will serve as an independent Director at the closing of this offering. Dr. Baks is a recognized thought-leader in the alternative investments industry. Dr. Baks is the Executive Director and Co-Founder of the Emory Center for Alternative Investments and a Professor in the Practice of Finance at Emory University s Goizueta Business School. Dr. Baks has also served as the Atlanta Chair of TIGER 21, a peer-to-peer network of high-net-worth wealth creators, since 2014. Dr. Baks served as director or advisor for over 13 companies and investment funds with over $1.5 billion in assets under management, including American Virtual Cloud Technologies (Nasdaq: AVCT), Peachtree Hotel Group (real estate), TWO Capital Partners (real estate), and Vistas Media Acquisition Company (Nasdaq: VMAC). Dr. Baks has a Doctoral degree from the Wharton School at the University of Pennsylvania and a Master of Arts degree from Brown University. Susan McLaughlin (Director Nominee) Ms. McLaughlin will serve as an independent Director at the closing of this offering. Ms. McLaughlin is a highly experienced and accomplished executive with more than 30 years of experience across the executive recruitment, financial services, financial technologies, business services, healthcare, and life sciences sectors. Ms. McLaughlin currently serves as managing partner at Meraki Search Group, and has extensive experience recruiting for top executive operating positions. Previously, Ms. McLaughlin served as Chief Operating Officer of AGL Resources and President of Bellsouth s Consumer Services business. Prior to Bellsouth, Ms. McLaughlin held several key executive positions in both operations and financial management at Eastman Kodak. She served as Vice President and COO of the company s $2.5 billion Professional Division, and as President of Kodak Imaging Services. Ms. McLaughlin has served on numerous company boards including Target Corporation, Delphi Automotive, nTelos Wireless, Blue Cross/Blue Shield of Rochester and the Federal Reserve Bank of New York. Her board experience also includes roles at Spelman College and Mary Baldwin University. In 2015, during her tenure serving on the board of Atlanta-based Prime Revenue, she was awarded the Atlanta Business Chronicle/NACD Director of the Year for her role as Lead Director during a capital raise and ownership transition. Ms. McLaughlin is very active in promoting and fostering the advancement of women in business leadership. She has been active in C200, the International Women s Forum and Women Corporate Directors, for many years. Ms. McLaughlin received a B.A. in Education from the University of Nebraska at Omaha. Xavier Williams (Director Nominee) Mr. Williams will serve as an independent Director at the closing of this offering. Currently, he serves as CEO and director of American Virtual Cloud Technologies (Nasdaq: AVCT). Prior to this position, for over 30 years, he served in several leadership capacities at AT&T across multiple disciplines including finance, strategy, sales, product management, global operations, human resources, and, most recently, as President of Public Sector and FirstNet from July 2020 to September 2020. At AT&T, prior to serving as President of Public Sector and FirstNet, Mr. Williams served as President of Government Solutions and National Business from October 2019 to June 2020, President of Global Public Sector and Wholesale Markets from October 2017 to September 2019, President of Business Operations from March 2017 to September 2017, President of National Business from November 2016 to March 2017, and Executive Vice President of AT&T s Global Customer Service business from January 2015 to October 2016. Table of Contents Index to Financial Statements Mr. Williams received a B.S. in Business Administration from Edinboro University of Pennsylvania and an M.B.A. from the University of Pittsburgh s Katz School of Business. The past performance of our management team or their respective affiliates is not a guarantee of either: (i) success with respect to any business combination we may consummate; or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical record of our management team s or their respective affiliates performance as indicative of any future performance. INDUSTRY OPPORTUNITY We intend to focus our efforts in identifying businesses in the financial services industry with particular emphasis on businesses that offer a differentiated technology platform and/or products for interfacing with the specialty finance and financial technology sector ( FinTech ), but we may acquire a business in any industry. Over the past several years, financial services providers have increasingly adopted more sophisticated technologies, and we expect this trend to continue or even accelerate. We believe that there are many potential targets within the broader FinTech space that could be well-suited for an initial business combination. These potential targets exhibit a broad range of business models and financial characteristics that range from very high growth innovative companies to more mature businesses with high margin, recurring revenues and strong cash flows. We believe the financial services industry especially the FinTech vertical is attractive for several reasons: Large Total Addressable Market: The financial services industry represents a significant part of the economy. According to the U.S. Bureau of Economic Analysis, the financial services industry reached approximately 8%, or $1.6 trillion, of U.S. gross domestic product in 2019. Additionally, as FinTech continues its transition from a business model unto itself to an embedded part of technology companies, the industry is poised to expand significantly, with thousands of venture capital deals anticipated in the FinTech sector alone; Bain Capital estimates this transformation will create $3.6 trillion of value. Broad Universe of Potential Targets: The total global investment in FinTech has risen substantially, from $9 billion in 2010 to over $105 billion in 2020, according to a March 2021 Statista report. As investment has increased, the number of private FinTech unicorns have expanded substantially. Additionally, there are now more than 10,000 FinTech startups operating globally. Pace of Growth and Innovation Across Subsectors: In FinTech, we believe the pace of innovation is accelerating. There has been significant disruption and change in the delivery of financial services across many subsectors in recent years, including, among others: APIs, including open banking and account connectivity; Banking technology; Big data, analytics and information technology; Cross-border payments and real-time payments (RTP); Digital assets and blockchain technology; Digitization of payments and payments processing and card issuing for consumers and businesses; Exchanges, trading platforms, and capital markets technology; Insurance technology and services ( insurtech ); Table of Contents Index to Financial Statements Lending and underwriting technology; Real estate, mortgage and prop tech services ( proptech ); Regulatory technology for financial services ( regtech ); Risk technology, including fraud and identity protection and cyber and data security; and Wealth management technology ( wealthtech ). Accelerated Adoption Rate for Innovation in Financial Services: Over the last decade, FinTech has steadily increased its share of the global economy, and the financial services industry has become one of the largest consumers of technology worldwide, spending over $500 billion on technology annually. These adoption levels continue to benefit from robust secular tailwinds including the growth in digital commerce, the proliferation of mobile technology, the ubiquitous acceptance of digital payments and continuous technological advancement, positioning the sector for long-term growth. Attractive for Public Markets: Over the past few years, the demand for high-growth FinTech prospects has increased. Public market investors continue to seek access to innovative FinTech companies that offer disruptive technologies and solutions. BUSINESS STRATEGY We will seek to capitalize on the significant financial services, financial technology and banking experience, and contacts of Dennis Lockhart, our Chief Executive Officer, Lawrence Mock, the Chairman of the Board, and our Board of Directors, to identify, evaluate, acquire, and operate a target business. Our objective is to acquire a high-quality business that can generate attractive, risk-adjusted returns for shareholders. To that end, our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, enhance the growth of a company in the FinTech industry that complements the experience and expertise of Navigation Capital and our management team. Our selection process will leverage Navigation Capital s and our management team s extensive global network of relationships, deep industry knowledge across multiple geographies, transaction execution experience and deal sourcing capabilities that provide access to a broad spectrum of acquisition opportunities. We believe Navigation Capital s distinguished reputation and vast network of institutional relationships will differentiate us as a partner to potential targets. We believe that the following differentiated value propositions will allow us to bring to the public market a highly attractive business: Best-in-Class Sourcing Capabilities: Dennis Lockhart and Navigation Capital s preeminent global network of vast and deep relationships with financial services and technology company CEOs, founders, boards of directors and private equity sponsors provides us with a proprietary avenue for sourcing target businesses. Deep Insights Across the Fintech Industry: We believe that Dennis Lockhart and Navigation Capital s extensive knowledge of the FinTech industry, understanding of economic, political and regulatory nuances globally and expertise in technology go-to-market strategies and business models provide us with a differentiated ability to evaluate promising target businesses. Proven Experience in Consummating Transactions: We believe that Navigation Capital s and Dennis Lockhart s extensive mergers and acquisitions experience, with a distinct reputation for navigating transaction complexities, is a significant advantage. Navigation Capital and our management team have demonstrated ability to negotiate and structure transactions, evaluate corporate strategies, access growth capital, and develop appropriate capital structures, including for many industry-defining transactions in the financial services and technology industries. Table of Contents Index to Financial Statements Extensive Understanding of Capital Markets and Public Market Investors: Our management team as well as Navigation Capital have significant experience in formulating a variety of structures for companies across a number of industries. Much of this structuring capability is based on familiarity with the key performance indicators and growth metrics of companies in our target industries. Significant Financial Services and Technology Investment Experience: Navigation Capital and our management team have extensive experience in analyzing attractive financial services and technology investments. If we elect to pursue an investment outside of those industries, our management s expertise related to those industries may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding that industry might not be relevant to an understanding of the business that we elect to acquire. BUSINESS COMBINATION CRITERIA Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating potential business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to conduct a business combination with a company that we believe: has a strong, experienced management team, or provides a platform to assemble an effective management team with a track record of driving growth and profitability; provides a platform for add-on acquisitions, which we believe will be an opportunity for our management team to deliver incremental shareholder value post-acquisition; has a defensible market position, with demonstrated advantages when compared to its competitors and which create barriers to entry against new competitors; is at an inflection point, such as requiring additional management expertise, is able to innovate through new operational techniques, or where we believe we can drive improved financial performance; is a fundamentally sound company that is underperforming its potential; exhibits unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; will offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved capital structure that will be weighed against any identified downside risks; and can benefit from being publicly traded, is prepared to be a publicly traded company, and can utilize access to broader capital markets. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including Table of Contents Index to Financial Statements investment market participants, private equity funds, venture capital funds, and large business enterprises seeking to divest non-core assets or divisions. ACQUISITION PROCESS In evaluating a prospective target business, we expect to conduct an extensive due diligence review, which may encompass, as applicable and among other things, meetings with members of the target s management and other employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will call upon our management and Board of Directors experience, as well as their network of relationships with chief executive officers, board members and members of executive management teams to provide specialized insights into their areas of expertise and leverage their operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our Sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, certain of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Certain of our officers and directors presently have, and any of them in the future may have, additional fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal or fiduciary obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, Navigation Capital and its affiliates, and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Table of Contents Index to Financial Statements INITIAL BUSINESS COMBINATION NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. SOURCING OF POTENTIAL INITIAL BUSINESS COMBINATION TARGETS We believe our management team is well positioned to identify unique opportunities across the private company landscape in the specialty finance and financial technology sector. Our selection process will leverage our relationships with leading technology company founders, executives of private and public companies, venture capitalists, private equity and growth equity funds. Table of Contents Index to Financial Statements We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our Sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our Sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. CORPORATE INFORMATION Our executive offices are located at 2780 Peachtree Road, NW Suite 509, Atlanta, Georgia 30305, and our telephone number is (412) 327-9294. Our corporate website is www.navigationacquisitioncorps.com. The information contained on, or accessible through, our corporate website, or any other website that we may maintain, is not a part of this prospectus or the registration statement of which this prospectus sis a part. You should not rely on any such information in making your decision whether to invest in our securities. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations Table of Contents Index to Financial Statements regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time) or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the prior June 30, or (2) our annual revenues equals or exceeds $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Table of Contents Index to Financial Statements THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 15,000,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-third of one redeemable warrant. Proposed NYSE symbols Units: U Class A common stock: Warrants: W Trading commencement and separation of shares of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Wells Fargo and Mizuho Securities inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide Table of Contents Index to Financial Statements updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 15,000,000(1) Common stock: Number outstanding before this offering 4,312,500(2)(3) Number outstanding after this offering 18,750,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 3,606,667(1) Number of warrants to be outstanding after this offering and the private placement 8,606,667(1) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-third of one warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 562,500 founder shares by our initial stockholders for no consideration. (2) Includes up to 562,500 founder shares that will be forfeited by our initial stockholders depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 15,000,000 public shares and 3,750,000 founder shares. Table of Contents Index to Financial Statements Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance), (the Newly Issued Price ) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of warrants for cash will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC and have an effective registration statement covering the shares of Table of Contents Index to Financial Statements Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash Once the warrants become exercisable, we may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination as described elsewhere in this prospectus) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. Table of Contents Index to Financial Statements We will not redeem the warrants for cash unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. None of the private placement warrants will be redeemable by us so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees. Cashless exercise If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value will mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see Description of Securities Warrants Public Stockholders Warrants for additional information. Founder shares On April 1, 2021, our Sponsor paid $25,000, or approximately $0.0058 per share, to cover certain expenses on our behalf in consideration of 4,312,500 founder shares. In June , 2021, our Sponsor transferred 50,000 of such founder shares to Dennis Lockhart, our Chief Executive Officer, and 75,000 of such founder shares (25,000 each) to our three director nominees, Klaas Baks, Susan McLaughlin and Xavier Williams. Prior to the initial investment in the company of $25,000 by the Sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares Table of Contents Index to Financial Statements outstanding was determined based on the expectation that the total size of this offering would be a maximum of 17,250,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares, in the aggregate, would represent 20% of the total outstanding shares after this offering. Up to 562,500 of the founder shares are subject to forfeiture depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial stockholders, on an as-converted basis, at 20.0% of our issued and outstanding common stock upon the consummation of this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; our initial stockholders, Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing of this offering but have not completed our initial business combination within such 24 month period) from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or any extended period of time that we may have to consummate an initial Table of Contents Index to Financial Statements business combination as a result of an amendment to our amended and restated certificate of incorporation (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame); and the founder shares are automatically convertible into our Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) 12 months following the consummation of our initial business combination, (ii) the date on which the last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for any stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days following the consummation of our initial business combination, and (iii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if we consummate a transaction after our initial business combination which results in our stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our Table of Contents Index to Financial Statements initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Founder shares conversion and anti-dilution rights The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Voting Rights Holders of record of our Class A common stock and holders of record of our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law. Table of Contents Index to Financial Statements Private placement warrants Our Sponsor has agreed to purchase an aggregate of 3,606,667 private placement warrants (or 3,906,667 if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per warrant, or $5,410,000 in the aggregate (or $5,860,000 in the aggregate if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $150.0 million (or $172.5 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing of this offering but have not completed our initial business combination within such 24 month period) from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by their initial purchasers or their permitted transferees (except as described below under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). If the private placement warrants are held by holders other than their initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants . Proceeds to be held in trust account NYSE rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $150.0 million, or $172.5 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $3,000,000 in underwriting discounts and commissions payable upon the Table of Contents Index to Financial Statements closing of this offering. The proceeds to be placed in the trust account include $5,250,000 (or up to $6,037,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing of this offering but have not completed our initial business combination within such 24 month period) from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $150,000 per year, assuming an interest rate of 0.1% per year; however we can provided no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $1,100,000 in working capital after the payment of approximately $1,310,000 in expenses relating to this offering; and Table of Contents Index to Financial Statements any loans or additional investments from our Sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.50 per warrant, at the option of the lender. Conditions to completing our initial business combination NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock or shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the Table of Contents Index to Financial Statements portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Sponsor, initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NYSE rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted purchases of our securities for a description of how our Sponsor, initial stockholders, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an Table of Contents Index to Financial Statements agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares they hold and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the Table of Contents Index to Financial Statements timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with the NYSE s stockholder approval rules. The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our second amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NYSE. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our Sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need only 5,625,000, or 37.5% of the 15,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination Table of Contents Index to Financial Statements approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in Table of Contents Index to Financial Statements connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we Table of Contents Index to Financial Statements do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our Sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate Table of Contents Index to Financial Statements purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 24 months (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing of this offering but have not completed our initial business combination within such 24 month period) from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period (or 27-month period, as applicable), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period. Our initial stockholders have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation. However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete Table of Contents Index to Financial Statements our initial business combination within the allotted 24-month (or, if applicable, 27-month) time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our Sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our Sponsor, officers or directors, or any affiliate of our Sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our Sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business Table of Contents Index to Financial Statements combination will be made from funds held outside the trust account. Repayment of up to an aggregate of $100,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses; Payment to our Sponsor of $10,000 per month for office space, secretarial and administrative services provided to members of our management team; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Table of Contents Index to Financial Statements
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001858966_ccif_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001858966_ccif_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fdd7ece71933d5abc1403e2d5b4ad58dceb807c7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001858966_ccif_prospectus_summary.txt
@@ -0,0 +1 @@
+summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: "Companies Act" refers to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; "founder shares" refers to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be "public shares"); "initial shareholders" are to holders of our founder shares prior to this offering; "management" or our "management team" are to our executive officers and directors; "ordinary shares" refers to our Class A ordinary shares and our Class B ordinary shares; "private placement warrants" are to the warrants issued in a private placement to our sponsor and in a private placement to the underwriter simultaneously with the closing of this offering; "public shares" refers to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public shareholders" are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and member of our management team s status as a "public shareholder" shall only exist with respect to such public shares; "public warrants" are to the redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and to any warrants issued upon conversion of working capital loans that are sold to third parties that are not our initial shareholders or executive officers or directors (or permitted transferees) following the consummation of our initial business combination; "rights" are to rights sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), each to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of an initial business combination; "sponsor" refers to CCIF Global LLC, a Delaware limited liability company, which is an affiliate of members of our Board of Directors and management team; "warrants" are to our warrants, which includes the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; and "we," "us," "company" or "our company" are to CCIF Acquisition Corp., a Cayman Islands exempted company. "units" are to units sold in this offering, each consisting of one Class A ordinary share, one half of one redeemable warrant and one right. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise the underwriter s over-allotment option. Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Security to be Registered Amount to be Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value, one-half redeemable warrant and one right to receive one-tenth of one Class A ordinary share(2) 17,250,000 $10.00 $172,500,000 $18,819.75 Class A ordinary shares included as part of the units(3) 17,250,000 — — —(4) Redeemable warrants included as part of the units(3) 8,625,000 — — —(4) Representative s Class A ordinary shares(3) 201,250 $10.00 $2,012,500 $219.56 Rights included as part of units(2)(3) 17,250,000 — — —(4) Class A ordinary shares underlying the Rights 1,725,000 $10.00 $17,250,000 $1,881.98 Total $191,762,500 $20,921.29(5) (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes (i) 2,250,000 units, consisting of 2,250,000 Class A ordinary shares and 1,125,000 redeemable warrants, which may be issued upon exercise of a 30-day option granted to the underwriter to cover over-allotments, if any; (ii) 2,250,000 rights, with one right to receive one-tenth of one Class A ordinary share upon the closing of a business combination; (iii) Class A ordinary shares, warrants and rights included as part of the 17,250,000 Units; and (iv) 1,725,000 Class A ordinary shares underlying the rights included in such units. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share subdivisions, share dividends or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents General We are a blank check company incorporated on April 12, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have generated no revenues to date and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we have not selected any specific business combination target, we do not anticipate acquiring any company based in the PRC, any company that only operates in China, nor any company that uses or may use a VIE structure to conduct PRC-based operations, as the business combination target. However, we are seeking to acquire a business combination target that may be based in Asia Pacific or Europe. CCIF Acquisition Corp. is an international company with a majority of our executive officers and directors located in or with significant ties to China and Hong Kong. Among our executive officers and directors located outside of China, we have three directors based in the United States or Europe, and our Chief Financial Officer is based in New York. As a result of us having a majority of our executive officers and directors located in or with significant ties to China and Hong Kong, there is a risk this could result in a material change to the Company s or the business combination target s post-combination operations. In recent years, a wide range of technological breakthroughs have accelerated cycles of change, radically impacting industries and business models across the world. The transformative effects of innovation as diverse as cloud computing, artificial intelligence, machine learning, data analytics, cybersecurity, and ubiquitous mobile computing have upended industries both large and small. While we may pursue an acquisition or a business combination target in any business or industry, we focus our search on a target with operations or prospective operations in consumer technology, communications, retail, interpersonal communication, transportation, healthcare, carbon neutral industries, education, software, SaaS, fintech, financial services or media sectors, which we refer to as the "new economy sectors". Our geographic focus is Asia Pacific and Europe. We believe that many Asia Pacific countries are entering a new era of economic growth, particularly in the new economy sectors, which we believe will result in attractive initial business combination opportunities for attractive risk-adjusted returns. We intend to focus our efforts on seeking and completing an initial business combination with a company that has an enterprise value of between $500 million and $1 billion, although a target entity with a larger enterprise value may be considered. According to a report published by the Brookings Institute, we may be in the middle of a tipping point where a majority of the world s population, for the first time ever, will live in middle-class or rich households. This report also suggests that the vast majority— about 560 million (88 percent)—of the next billion entrants into the global middle class will be in Asia Pacific, representing very lucrative, fast growing markets for tech enabled products and services. These specific industries and allied markets are seeing disruption and redesign as consumers expect better, faster and lower cost solutions that sit on top of the robust digital infrastructure as internet usage for commercial activities grew at an astronomical rate across the Asia Pacific region. We believe there is demand from public market investors to locate and invest in a high growth new economy sectors company, debut it in the public markets and partner with it, as shareholders, to help the company elevate itself into the next multi-billion-dollar market cap company. Our business strategy is to identify and consummate an initial business combination with a company with operations or prospects in the Asia Pacific new economy sector or elsewhere. Our Company In order to achieve our objectives of acquiring the right target company in Asia Pacific or Europe, we have assembled a group of officers and directors who have experience in the public company governance, executive leadership, operations oversight, private equity investment management and capital markets, in Asia Pacific, Europe, and the United States. Our management team has served as directors, and in executive and advisory capacities, for publicly-listed and privately-owned companies. Our directors have experience with acquisitions, divestitures, corporate strategy and implementation, and both cross border and the U.S. IPOs. We believe our management team s background provides us with the ability to source transactions and identify companies that can thrive in a public-listing environment. We believe this experience will be a significant benefit as we evaluate potential acquisition or merger candidates and assist us in completing an initial business combination. Additionally, over the course of their careers, our management team, board and advisors have developed an extensive network of contacts and corporate relationships, which we believe will provide us with an important source of transaction opportunities, although there can be no assurance of this. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED December 1, 2021 PRELIMINARY PROSPECTUS $150,000,000 CCIF Acquisition Corp. 15,000,000 Units CCIF Acquisition Corp. (f/k/a CCM Acquisition Corp.) is a newly incorporated blank check company incorporated as a Cayman Islands exempted company with limited liability and incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. While we may pursue an acquisition or a business combination target in any business or industry, we intend to focus our search on a target with operations or prospective operations in consumer technology, communications, retail, interpersonal communication, transportation, healthcare, carbon neutral industries, education, software, SaaS, fintech, financial services or media sectors, which we refer to as the "new economy sectors". We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we have not selected any specific business combination target, we do not anticipate acquiring any company based in the People s Republic of China ("PRC" or "China"), any company that only operates in China, nor any company that uses or at the time of the business combination transaction plans to use a variable interest entity, or VIE, structure to conduct PRC-based operations, as the business combination target. However, we are seeking to acquire a business combination target that may be based in Asia Pacific or Europe. The Company intends to only target businesses that have significant operations outside of China. However, in the event that we acquire a business combination target with significant operations in Asia, including China, or in the unlikely event that we acquire a PRC-based company, a company that only operates in China, or a company that uses or at the time of the business combination plans to use a variable interest entity structure, we may be subject to the risks of operating a foreign business,, including those set forth in "Risk Factors – Risks Related to Acquiring and Operating a Business Outside of the United States." Additionally, CCIF Acquisition Corp. is an international company with a majority of our executive officers and directors located in or with significant ties to China and Hong Kong. Among our executive officers and directors located outside of China, we have three directors based in the United States or Europe, and our Chief Financial Officer is based in New York. As a result of us having a majority of our executive officers and directors located in or with significant ties to China and Hong Kong, there is a risk this could result in a material change to the Company s or the business combination target s post-combination operations. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant and one right to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of an initial business combination, as described in more detail in this prospectus. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Only whole warrants, shares, and rights are exercisable. No fractional shares nor warrants nor rights will be issued upon separation of the units and only whole warrants, whole shares, and whole rights will trade. Accordingly, you must purchase (1) at least two units or you will not be able to receive or trade a whole warrant, and (2) hold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a business combination. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have also granted the underwriter a 30-day option to purchase up to an additional 2,250,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we are unable to complete our business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination as described in this prospectus), we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, CCIF Global LLC (f/k/a CCM Global LLC) (which we refer to as our "sponsor" throughout this prospectus), has committed to purchase an aggregate of 6,050,000 warrants (or 6,600,000 warrants if the underwriter s over-allotment option is exercised in full) at a price of $1.00 per warrant ($6,050,000 in the aggregate, or $6,600,000 if the underwriter s over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. In addition, the underwriter has committed to purchase 1,250,000 warrants (or 1,500,000 warrants if the underwriter s over-allotment option is exercise in full) at a price of $1.00 per warrant ($1,250,000 in the aggregate, or $1,500,000 if the underwriter s over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. The private placement warrants are identical to the warrants sold in this offering except as otherwise described in this prospectus. Prior to this offering, our sponsor purchased 4,312,500 Class B ordinary shares (up to 562,500 of which are subject to forfeiture depending on the extent to which the underwriter s over-allotment option is exercised), which we also refer to as founder shares. Table of Contents We intend to source deals through the relationships of our management team and advisory council. Leveraging our industry knowledge and our vast network of contacts, we are confident in our proprietary sourcing of deal flow to originate and complete an acquisition. Such network includes investment bank, private equity, and hedge fund relationships that we plan to call upon once we are a public company. We anticipate that our relationships will be instrumental to our company completing an initial business combination within our 15-month timeframe. Our Management Team Our Executive Officers Ming-Po Cai, our Chairman and Director, is the Founder, Chairman and Chief Executive Officer of Cathay Capital Group, which he founded in 2006, a leading investment firm created by entrepreneurs for entrepreneurs providing a platform bridging 4 continents - Europe, Asia, North America and Africa - to help them to succeed beyond their original borders, accelerating cross-border growth and value creation strategies. Cathay Capital s team of more than 100 staff including 29 partners is based in Shanghai, Beijing, Paris, Munich, New York, San Francisco, Singapore as well as in Tel Aviv, and leverages on Cathay Capital s unique business model and platform to connect local ecosystems on four continents. Mr. Cai has more than 25 years of cross-border investment experience and deep expertise in developing China-entry strategies for multinational companies, and in globalization strategies for Chinese companies expanding internationally. Ming-Po Cai founded of his first company Stonest SAS in 1998, a headstone trading company that exported Chinese stones to France. Ming-Po Cai currently sits on the boards of several Cathay Capital s portfolio companies and has also been a board member of Natixis Group International Advisory since 2019. Since 2020, Mr. Cai has sat on the board of Cathay AfricInvest Innovation Ltd, a joint investment company managing an early Pan-African Venture Fund to connect the whole continent and the world s leading innovation ecosystems. Under Mr. Cai s leadership, Cathay Capital has grown to more than EUR 3.5 billion in assets under management and has invested in more than 170 companies across continents, including dozens of star companies such as Suofeiya, Zbom, Meinian Onehealth, Moncler, Poten, Datawords, Aihuishou, Jingrui, Echosens and startups like PDD, Chime Bank, Momenta, Drivy-Getaround, Ledger, Shopal, Trifacta, Glovo, Owkin, and KaiOS. Cathay Capital has a range of sixteen funds in three series: smallcaps, midcaps and innovation. Cathay Capital focuses on industries including consumer goods, healthcare, advanced technologies, TMT and mobility, etc. Ming-Po Cai has been a member of the World Economic Forum since 2018. Prior to that, from April 2011 to July 2017, Mr. Cai served on the board of GL Events SA, a company listed on the Paris Stock Exchange. He also served on the board of several Chinese companies including Lovable International Holdings Limited from November 2012 to November 2015, and the board of Zbom Home Collection Co Ltd. from November 2014 to November 2015, Shanghai Bandweaver Technology Company Limited from September 2012 to August 2016, and Fiture Inc. from July 2020 to April 2021. Apart from that, Ming-Po Cai is also a director of a number of Chinese companies, including Shanghai Zhengming Modern Logistics Ltd. since May 2011, Kunshan Gao Yi Consulting Management Ltd. since July 2013, Ningbo Gao Li Investment Management Ltd. since October 2012, Guangxi Luhaixintongdao Equity Investment Management Ltd. since June 2018, Beijing Mingronghuijie Business Consulting Ltd. since December 2018, Shenzhen Xiaosi Technology Ltd. since December 2020, eBao Tech Corporation since December 2012. He graduated from China Europe International Business School (CEIBS) in Shanghai, and Emlyon Business School in France. Dr. Kwok On Yeung, our Chief Executive Officer and Director, has served on our board of directors since the Company s incorporation on April 12, 2021. Dr. Yeung has been the Executive President of Cathay Capital Group since 2020. In such role, he presides over the global management and evolution of the firm, spanning four continents and eight offices, by further exploring innovative business opportunities and models that push the boundaries of traditional investment practices and bring greater value to entrepreneurs, investors, management teams, partners and all in the Cathay ecosystem. Since 2008, Dr. Yeung sat on Tencent Holdings Ltd. s executive committee as Senior Management Advisor. He has played a key role in enhancing Tencent s organizational innovation, business transformation and leadership development in its last decade of rapid growth. He has built and led the "Tencent Consult" team that organizes insight sharing forums among CEOs and offers consulting services for Tencent s key strategic partners. He has also served as the Dean of TencentX since 2017, an executive learning platform offering integrated learning programs for 400+ CEOs from Tencent s ecosystem. Dr. Yeung also served on the boards of directors of several public companies, including Country Garden Holdings Company Limited, a company listed in Hong Kong Stock Exchange from 2014 to 2019, SITC International Holdings Company Limited, a company listed in Hong Kong Stock Exchange from 2010 to 2021, Trina Solar Limited, a company listed in New York Stock Exchange from 2010 to 2017 and Saurer Intelligent Technology Company Limited, a company listed in Shanghai Stock Exchange from 2018 to now. As a full-time corporate executive, Dr. Yeung served as Chief HR Officer for the Acer Group from 1998 to 2002, working closely with the top management to radically transform Acer. Dr. Yeung taught at the University of Michigan Business School from 1996-1999 and the China Europe International Business School from 2004-2013. He is the author of numerous articles and a dozen of books on organizational transformation, including "Reinventing the Organization", published by Harvard Business Review Press and available in multiple languages, "Building Organizational Capability" and "DNA of Transformation", which are among the best-selling management books in China. Dr. Yeung has sat in the boards of six listed companies over the years. We believe Dr. Yeung s impressive management, organizational innovation and leadership development experience make him an excellent addition to our board of directors. Table of Contents Currently, there is no public market for our securities. We intend to apply to list our units, Class A ordinary shares, warrants, and rights on The Nasdaq Global Market, which we refer to throughout this prospectus as the Nasdaq, under the symbol "CCIFU". We expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A ordinary shares, warrants, and rights comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the underwriter informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, which we refer to throughout this prospectus as the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. At the time that the Class A ordinary shares, warrants, and rights comprising the units begin separate trading, holders will hold the separate securities and no longer hold units (without any action needing to be taken by the holders), and the units will no longer trade. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares, warrants, and rights will be listed on Nasdaq under the symbols "CCIF", "CCIFW", and "CCIFR" respectively. As previously disclosed, although we do not have any specific business combination under consideration and we have not, directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction, we may pursue or consummate an initial business combination with a company doing business in the PRC, in which event we will be subject to certain legal and operational risks, including, without limitation, regulatory review of an oversea listing of PRC companies, restrictions on foreign ownership in certain industries, regulatory changes in the VIE structure, including the validity and enforcement of the agreements in connection with such a VIE structure, if our target company is required to use such VIE structure (even though we do not anticipate using said structure). We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard. Any of these risks could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. For a detailed description of the risks relating to the VIE structure, doing business in the PRC, and the offering as a result of the structure, see "Risks Related to Acquiring and Operating a Business Outside of the United States" Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using entity VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. On July 10, 2021, the Cyberspace Administration of China ("CAC") issued a draft of the revised Measures of Cybersecurity Review for public comment until July 25, 2021, or, the Revised Draft Measures, which requires cyberspace operators with personal information of more than 1 million users to file for cybersecurity review with the Cybersecurity Review Office ("CRO"), in the event such operators plan for an overseas listing. We currently do not expect to be subject to cybersecurity review with the CRO, if the Revised Draft Measures becomes effective as they are currently published, given that we are a blank check company incorporated at Cayman Islands, which means we are not considered as an operator of critical information infrastructure or a data processor or an owner with one (1) million individual clients by CAC. If we consummate a business combination with a target in the PRC that is a cyberspace operator which possesses personal information of more than 1 million users, such business combination may be considered as offering securities overseas and the target may be subject to the cybersecurity review with the CRO. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our ability to list on an U.S. exchange or other foreign exchange, to complete the initial business combination and the daily business operation of the combined company after the business combination. See "Risks Related to Acquiring and Operating a Business Outside of the United States" for more information. In addition, the PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding any industry that could adversely affect our potential business combination with a PRC operating business and the business, financial condition and results of operations of the combined company. Currently, the Company has no cash nor assets, tangible or intangible, other than an initial investment of $25,000 by our sponsor, held for future use, in exchange for 4,312,500 founder shares (up to 562,500 of which are subject to forfeiture). On the closing date of this offering and sale of the private placement warrants described in this prospectus, the proceeds we receive from such offering and sale, $152,250,000 or $175,087,500 if the underwriter s over-allotment option is exercised in full ($10.15 per unit in either case), will be deposited into a U.S. based trust account at JPMorgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds in the trust account that are released to us to pay our taxes, if any, these funds will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our second amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination) or (B) with respect to any other provision relating to shareholders rights or pre-business combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. As of the date of this prospectus, we have not made any transfers, dividends, nor distributions. Table of Contents Andre Puong, our Chief Financial Officer, is a partner of Cathay Capital Group, based in New York. Andre rejoined Cathay Capital in February 2015, having previously worked at Cathay Capital in Paris between October 2008 and October 2011. Prior to rejoining Cathay Capital, Andre was a New York-based investment director from 2011 to 2014 with Fosun International, one of the largest private-sector investment groups in China. Before joining Fosun International and Cathay Capital, Andre was a manager of the Accor Hospitality s strategy group, and of a consultant for the global consulting firm Mars & Co. from 2002 to 2005. In his consulting role at Mars & Co., Andre advised European and Fortune 500 companies on both strategic and operational issues. Previously, Andre was an enterprise software engineer at Oracle Corporation in 2001-2002. Andre sits on the boards of directors of Innovative Motion Technology LLC since December 2016 and Innovative Ergonomic Solutions LLC since April 2018. Andre graduated from Ecole Centrale Paris with a master s degree in engineering in 2001 and from Massachusetts Institute of Technology with a master s degree in transportation science in 2001. He also holds an MBA from the Harvard Business School in 2007. Our Board of Directors The following individuals will serve on our Board of Directors: Patricia Barbizet will serve as our director upon the effective date of the registration statement of which this prospectus forms a part. Since February 2018, Mrs. Barbizet has been co-founder and chairwoman of Temaris et Associ s, an investment company based in Paris. Mrs. Barbizet began her career in 1976 in the treasury department of Renault V hicules Industriels, before becoming chief financial officer of Renault Cr dit International. In 1989, she joined the group of Fran ois Pinault as chief financial officer and was chief executive officer of Art mis SA, the investment company of the Pinault family from 1992 to 2018. She was CEO and chairwoman of Christie s International PLC from 2014 to 2016 and was vice-chairwoman of the board of directors of Kering SA from 2005 to 2018.She is currently a lead independent director of the board of directors of Pernod Ricard SA (since 2019), an independent director of AXA SA (since 2018), and a non-independent director of Total SE (director since 2008). She previously served as a qualified independent member on the boards of directors of PSA Peugeot-Citroen (from 2013 to 2016), Air France-KLM (from 2003 to 2013), and Groupe Bouygues (from 2000 to 2013). In addition, she chaired the investment committee of the French national Strategic Investment Fund from 2008 to 2013. In April 2018, she was appointed as chairwoman of the supervisory board of Investissements d Avenir. She is also chairwoman of la Cit de la musique – Philharmonie de Paris. She is a graduate of cole Sup rieure de Commerce de Paris (ESCP-Europe) in 1976. Dr. David S. Chen will serve as our director upon the effective date of the registration statement of which this prospectus forms a part. Dr. Chen started his career in 1984 with General Motors Research Laboratory in Michigan, developing AI computer software for manufacturing automation. From 1994 to 2004, he worked for GM in China, where he played a key role in joint venture negotiations, merger and acquisition projects, product portfolio planning and development, and joint venture management. From 2004 to April 2011, Dr. Chen, as Vice President of GM China and General Manager of GM Beijing Operations, was responsible for business development, public policy, government affairs, and corporate social responsibility. In May 2011, Dr. Chen joined Microsoft Corporation and served as Vice President of Microsoft, General Manager of Corporate, External, and Legal Affairs for the Great China Region, including China, Hong Kong and Taiwan. His responsibilities included developing new business opportunities, promoting cooperation between Microsoft and the PRC government, implementing corporate social responsibility and philanthropy projects, and ensuring compliance of business conduct with local law and regulations. During his seven years with Microsoft, Dr. Chen was instrumental in developing new business initiatives in China, including public cloud services (Office 365 and Azure), personal entertainment systems (Xbox), merger and acquisition deals, and internet related business initiatives such as Skype and Bing search. Dr. Chen played a key role in supporting Microsoft to deploy modern IT solutions in smart city projects to enable the digital transformation of the Chinese economy. He also helped create a platform where candid discussions could take place among government officials, industry associations, companies, and academicians from the US and China regarding cybersecurity and internet governance. With a three-year tireless effort, Dr. Chen helped to place Windows 10 back on the PRC government procurement list after rigorous cybersecurity reviews. Dr. Chen founded the Summit Bridge Group, a consulting firm, in March 2018. Leveraging his rich experience in automotive and IT industries, Dr. Chen continues to help multi-national corporations to expand and grow business in China and helps Chinese companies to expand business overseas. Some of Dr. Chen s current consulting activities include: 1) advising high tech start-ups in the areas of AI, connected vehicles and autonomous driving; 2) advising venture capital and private equity firms to invest in new energy vehicles, connect cars, autonomous driving; 3) assisting automotive component companies to expand their market potentials; and 4) helping existing joint ventures in the areas of mergers and acquisitions, operation efficiency improvement, and government approvals. Dr. Chen has a doctorate degree in computer science from the University of Michigan, master s degrees in mathematics and electrical engineering from Purdue University, and a Sloan master s degree of management from Stanford University. He earned his bachelor s degree in mathematics at East China Normal University. We believe Dr. Chen s impressive experience working in AI computer software, management, business development and consulting make him a strong candidate to serve on our board of directors. Table of Contents Huang Ming-Tuan will serve as our director upon the effective date of the registration statement of which this prospectus forms a part. Mr. Huang has more than 39 years of experience in Taiwan and Mainland China markets. He joined Sun Art Retail Group Limited, a company listed in the Hong Kong Stock Exchange, initially as a director in April 2011, and was subsequently appointed as its CEO from March 2019 to May 2021, and currently serves as chairman of its board of directors. At Sun Art, he was responsible for the formulation of the company s development direction and strategy and the implementation of the company s strategic goals. Previously, Mr. Huang founded and acted as general manager of RT-Mart International Ltd. in Taiwan from 1996 to 2001. He also founded Concord Investment (China) Co., Ltd. in China and acted as its chairman from 2001 to May 2021. From 1982 to 1996, he worked at Ruentex Industries Co., Ltd., a company listed in Taiwan Stock Exchange, last serving as general manager of the company. Mr. Huang graduated from the National Taiwan University of Science and Technology in Taiwan with a bachelor s degree in industrial management, and from National Taiwan University in Taiwan with a master s degree in business administration. We believe Mr. Huang s impressive experience in retail, business development and strategy and listed companies in Hong Kong and Taiwan make him a strong candidate to serve on our board of directors. The past performance of our management team is not a guarantee either (i) of success with respect to any business combination we may consummate, or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on their respective historical records or performance as indicative of our future performance. Business Combination Criteria and Investment Philosophy Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and guidelines. Sustainable earnings with significant growth: We are looking to acquire a business that has an established market share, consistent cash flow and significant growth potential. Public market reception: During the acquisition process, we will place strong emphasis on the viability of the business to operate within the public markets and, additionally, the reception the markets will provide for the business we select. We intend to find a company that generates public market enthusiasm once an acquisition is announced. Barriers to entry: We will be looking at what, if any, barriers to entry there are for new competitors to come into the market or for current competitors to offer similar products to the company s products. Ideally, the company we select will have a high barrier to entry, enabling stronger competitive advantages for the company we acquire. Competitive advantages: We will be examining the competitive advantages a company has established within its industry, and how these advantages enable the business to gain excess market share, higher margins and higher demand, among other advantages. Public markets management team: We are searching for a company that will have a management team ready for the public markets and that can operate with our management team as advisors. Leveraging our management team s experiences: We intend to find a business that will complement our management team s expertise and enable our management team to contribute significant value to its operations. Other criteria: In evaluating prospective targets, we may consider criteria such as general financial condition, capital requirements, internal structure, corporate governance, the impact of current and future regulations, licensing and other market and geographic-specific conditions. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. If we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the Securities and Exchange Commission, which we refer to as the SEC. Our Business Combination Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, (i) meetings with incumbent management and their advisors (if applicable), (ii) document reviews, (iii) interviews with various stakeholders, including, but not limited to, employees, customers and suppliers, (iv) on-site inspection of facilities, and (v) reviewing financial, operational, legal and other information that will be made available to us. Sourcing of Potential Business Combination Targets We believe that the operational and transactional experience of our management team and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential business combination targets. These individuals and the entities they work with have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships with sellers, financing sources and target management teams. Our management team members have significant experience in executing transactions under varying economic and financial market conditions. We believe that these networks of contacts and relationships and this experience will provide us with important sources of investment opportunities. In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions. Table of Contents Business Combination with One or More Businesses in PRC Although we do not have any specific business combination under consideration and we have not, directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction, we may pursue or consummate an initial business combination with a company doing business in the PRC, in which event we will be subject to certain legal and operational risks, including, without limitation, regulatory review of an oversea listing of PRC companies, restrictions on foreign ownership in certain industries, regulatory changes in the variable interest entity, or VIE, structure, including the validity and enforcement of the agreements in connection with such a VIE structure, if our target company is required to use such VIE structure (even though we do not anticipate using said structure). If we were to pursue or consummate an initial business combination with a company doing business in the PRC, we would currently not be required to obtain approval from Chinese authorities to issue securities to foreign investors, list on U.S exchanges, nor execute VIE agreements following such business combination. However, if the Company or target business were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we may not be able to continue listing on U.S. exchanges nor continue to offer securities to investors, which could materially affect the interest of the investors and cause significant depreciation of the price of our securities. We cannot predict how PRC laws and regulations applicable to us, this offering, or a business combination, or interpretation and implementation of such laws and regulations, might change. However, in the event the CSRC or any other PRC regulatory body were to (i) determine in the future that approval is required for us to operate, conduct an offering, issue shares to foreign investors, or perform an initial business combination with a China-based target company, (ii) determine now that approval is required, but was not obtained, for us to operate, conduct an offering, issue shares to foreign investors, or perform an initial business combination with a China-based target company, or (iii) decide to rescind any approvals we may obtain to operate, conduct an offering, issue shares to foreign investors, or perform an initial business combination with a China-based target company, the issuance of our Class A ordinary shares upon exercise of the rights, or maintaining our status as a publicly listed company outside China, we may face approval delays, adverse actions or sanctions by the CSRC or other PRC regulatory agencies. In any such event, these regulatory agencies may delay a potential business combination, impose fines and penalties, limit our operations (including searching for a business combination target, conducting our initial business combination and other relevant activities) in China, or take other actions that could materially adversely affect our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our units, Class A ordinary shares, and rights. The government of the PRC has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China, which includes the process of searching for a target business, and our post-combination entity s ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. In addition, the post-combination entity s business segments may be subject to various government and regulatory interference in the provinces in which they operate. The post-combination entity could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. We and our post-combination entity may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Furthermore, it is uncertain when and whether we and our post-combination entity will be required to obtain permission from the PRC government to list on U.S. exchanges or enter into VIE agreements in the future, and even when such permission is obtained, whether it will be denied or rescinded. Although we are currently not required to obtain permission from any of the PRC federal or local government and have not received any denial to list on the U.S. exchange or to enter into VIE agreements, our ability to operate in China, which includes the process of searching for a target business, and our post-combination operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry. We are also subject to other risks of uncertainty about any future actions of the PRC government. Any of these other risks could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. For a detailed description of the risks relating to the VIE structure, doing business in the PRC, and the offering as a result of the structure, see "Risks Related to Acquiring and Operating a Business Outside of the United States" for more information. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using entity VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. On July 10, 2021, the CAC issued a draft of the revised Measures of Cybersecurity Review for public comment until July 25, 2021, or, the Revised Draft Measures, which requires cyberspace operators with personal information of more than 1 million users to file for cybersecurity review with the CRO, in the event such operators plan for public securities offering overseas. We currently do not expect to be subject to cybersecurity review with the CRO if the Revised Draft Measures becomes effective as they are currently published, given that we are a blank check company incorporated at Cayman Islands, which means we are not considered as an operator of critical information infrastructure or a data processor or an owner with one (1) million individual clients by CAC. If we consummate a business combination with a target in the PRC that is a cyberspace operator which possesses personal information of more than 1 million users, such business combination may be considered as offering securities overseas and the target may be subject to the cybersecurity review with the CRO. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our ability to list on an U.S. exchange or other foreign exchange, to complete
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001858981_ascendant_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001858981_ascendant_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..eb93ad6641efcaba9057cf2e139409d8bb7675c2
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001858981_ascendant_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to Ascendant Mobility Acquisition Corp I, a Cayman Islands exempted company; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; founder shares are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; Goldman Sachs are to Goldman Sachs & Co. LLC, the representative of the underwriters in this offering; initial shareholders are to holders of our founder shares prior to this offering; management or our management team are to officers, directors and members of our advisory board; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; public shares are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; sponsor are to Ascendant Mobility Sponsor LP, a Cayman Islands exempted limited partnership; and warrants are to our public warrants and private placement warrants. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED DECEMBER 23, 2021 Ascendant Mobility Acquisition Corp I $300,000,000 30,000,000 Units Ascendant Mobility Acquisition Corp I is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. Subject to the terms and conditions described in this prospectus, we may call the warrants for redemption once the warrants become exercisable. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 4,500,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to as our public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 18 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Ascendant Mobility Sponsor LP, has committed to purchase an aggregate of 13,000,000 warrants (or 14,575,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $13,000,000 in the aggregate (or $14,575,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our initial shareholders, which include our sponsor, currently own an aggregate of 8,625,000 Class B ordinary shares, up to 1,125,000 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of our initial business combination or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol AMOB.U We expect that our units will be listed on the NYSE on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Goldman Sachs & Co. LLC, the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on the NYSE under the symbols AMOB and AMOB WS, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 46 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 300,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 16,500,000 Proceeds, before expenses, to us $ 9.45 $ 283,500,000 (1) $0.20 per unit is payable upon the closing of this offering. Includes $0.35 per unit, or $10,500,000 in the aggregate (or $12,075,000 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $304,500,000, or $350,175,000 if the underwriters over-allotment option is exercised in full ($10.15 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $2.5 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2022. Sole Book-Running Manager Goldman Sachs & Co. LLC Co-Lead Manager Odeon Capital Group, LLC , 2021 Table of Contents Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an acquisition opportunity in any business, industry, sector, or geographical location, we intend to focus our search for a target business in the electric vehicle, energy storage and distribution, or mobility technologies ecosystem. We intend to source initial business combination opportunities through our management team s extensive network, which includes mobility and energy storage related sector contacts, business owners, public and private company executives and board members, investment bankers, and other contacts. We hope to offer public market investors the opportunity to capitalize on the long-term trends favorably impacting our target sectors including, but not limited to, the growing adoption of electric vehicles ( EV ), increasing focus on affordability and charge time of next generation batteries, and the growing emphasis on enabling mobility technologies required for advanced driver assistance systems ( ADAS ), autonomous vehicles ( AV ), connected vehicles, ride-sharing and mobility services. We believe our management team is well-suited to identify and act on opportunities that have the potential to generate attractive risk-adjusted returns for our shareholders and offer public market investors access and direct investment exposure to these trends. Our Company Our management team and board consist of seasoned industry executives and investors that have partnered and worked together for many years, and possess deep collective understanding of the mobility industry, including: EV for traditional cars, low emission vehicles, busses, vans and agriculture; Powertrain, batteries, Light Detection and Ranging ( LiDAR ), recycling, other mobility-related technologies; Other modes of mobility, including air taxis, helicopters, drones, hyperloop and boats; Energy storage, charging stations, charging technology, grid infrastructure and gigafactories; Ridesharing and Mobility-as-a-Service; Mobility platforms and digital products for smart cities; and Sustainability technologies for mobility, including carbon capture and renewables. Table of Contents TABLE OF CONTENTS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001859836_yesway-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001859836_yesway-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001859836_yesway-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001860173_privacy_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001860173_privacy_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..69b784c3c78f9a47d5efbed75975c7cdacc5a093
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001860173_privacy_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 privacy_s1a4.htm S-1/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRIVACY AND VALUE INC. (Exact name of registrant as specified in its charter) Wyoming 7371 86-3405238 (State or jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) PRIVACY AND VALUE INC. 2261 Rosanna Street Las Vegas, Nevada 89117 Telephone: 269-692-9418 Email: info@privacyandvalue.com (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Registered Agents Inc. 30 North Gould Street, Suite R Sheridan, Wyoming 82801 Telephone: 307-200-2803 Email address: reports@registeredagentsinc.com (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of proposed sale to the public: as soon as practicable after the effective date of this Registration Statement If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED PROPOSED MAXIMUM OFFERING PRICE PERUNIT (1) PROPOSED MAXIMUM AGGREGATE OFFERING PRICE AMOUNT OF REGISTRATION FEE Common Stock 25,000,000 $0.02 per share $500,000 $54.55 (1)There is no current market for the securities and the price at which the shares are being offered has been arbitrarily determined by us and used for the purpose of computing the amount of the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. SUBJECT TO COMPLETION, Dated August 23, 2021 The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement of which this prospectus forms a part is declared effective by the SEC. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, dated August 23, 2021 PRELIMINARY PROSPECTUS PRIVACY AND VALUE INC. UP TO 25,000,000 SHARES OF COMMON STOCK AT $0.02 PER SHARE This is the initial offering of common stock of Privacy and Value Inc., a Wyoming corporation, and no public market currently exists for the securities being offered. We are offering for sale a total of up to 25,000,000 shares of common stock at a fixed price of $0.02 per share for aggregate net proceeds of up to $500,000 assuming that the entire offering is completed. There is no minimum number of shares that we must sell for the offering to proceed and we will retain the proceeds from the sale of any of the offered shares. The offering is being conducted on a self-underwritten, best efforts basis, which means our director, Daniel Okelo, will attempt to sell the shares without the participation of an underwriter. This prospectus will permit our director to sell the shares directly to the public with no commission or other remuneration payable to them for any shares they may sell. We will pay all expenses incurred in this offering. In offering the securities on our behalf, Mr. Okelo will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The shares will be offered at a fixed price of $0.02 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus. Our president, Daniel Okelo and Limitless Projects Inc., a reporting company which Mr. Okelo controls, currently own 100% of our outstanding common stock. Even if we complete the entire offering of 25,000,000 shares of common stock, Mr. Okelo and Limitless Projects Inc. will still each own 44.4% of our issued stock at the completion of the offering. The funds raised in this offering will not be placed into an escrow account or trust account and will be immediately accessible to us to be used to fund our business development. Any funds raised from the offering will be immediately available to us for our immediate use. We are considered an "emerging growth company" as defined in the Jumpstart Our Business Startups Act and will be subject to reduced public company reporting requirements. There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on any over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority ("FINRA") for our common stock to be eligible for trading on the OTC Markets. We do not have a market maker who has agreed to file such an application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop. THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED "RISK FACTORS" BEFORE BUYING ANY SHARES OF OUR COMMON STOCK. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT IS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND HAS BEEN CLEARED OF COMMENTS AND IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OF SALE IS NOT PERMITTED. DEALER PROSPECTUS DELIVERY OBLIGATION Until ___________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. TABLE OF CONTENTS Page No. Prospectus Summary 1 Risk Factors 4 Because we only recently commenced business operations, we face a high risk of business failure. 4 Without the funding from this offering, we will be unable to continue with the implementation of our business plan. 4 We may not be able to compete effectively against our competitors. 4 Because we rely on our sole officer and director to conduct our operations, our business will likely fail if we lose his services. 5 Because management has no experience in software development, our business has a higher risk of failure. 5 If our business plan fails, we will dissolve and investors may not receive any portion of their investment back. 5 Because our continuation as a going concern is in doubt, we will be forced to cease business operations unless we can generate profitable operations in the future. 5 Because we have not yet taken steps to protect our intellectual property rights to the Privacy and Value software, a competitor could copy our product, which could cause our business to fail. 6 It is likely that we will incur significant costs in order to comply with laws and regulations concerning cybersecurity, data usage, and privacy issues, which will impact the potential profitability of our operations. 6 Because our parent company and sole officer and director own all of our outstanding common stock, they could make and control corporate decisions that may be disadvantageous to minority shareholders. 7 Because our assets and our sole officer and director are located in foreign countries, U.S. residents enforcement of legal process may be difficult. 7 We are an "emerging growth company" and we intend to take advantage of reduced disclosure and governance requirements applicable to emerging growth companies, which could result in our common stock being less attractive to investors. 7 Because our sole officer and director has other business interests, he may not be able or willing to devote a sufficient amount of time to our business operations in the future, causing our business to fail. 8 The trading in our shares will be regulated by the Securities and Exchange Commission Rule 15g-9, which established the definition of "penny stock". 8 We are selling this offering without an underwriter and may be unable to sell any shares. 8 If a market for our common stock does not develop, shareholders may be unable to sell their shares. 9 If we become a reporting issuer under the Securities Act of 1934, we will incur ongoing costs and expenses for SEC reporting and compliance. Without revenue, we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all. 9 There is no minimum number of shares that must be sold in our offering and no assurance that the proceeds from the sale or shares will allow us to meet our goals. 9 We will likely issue additional shares of common stock that will result in dilution to existing shareholders and adversely impact the value of our shares. 10 Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them. 10 i Use of Proceeds 11 Determination of Offering Price 11 Dilution 12 Selling Shareholders 12 Plan of Distribution 13 Description of Securities to be Registered 15 Interests of Named Experts and Counsel 16 Information with Respect to the Registrant 16 Legal Proceedings 22 Market for Common Equity and Related Stockholder Matters 23 Management s Discussion and Analysis of Financial Condition and Results of Operations 24 Directors, Executive Officers, Promoters and Control Persons 26 Executive Compensation 27 Security Ownership of Certain Beneficial Owners and Management 28 Certain Relationships and Related Transactions 29 Disclosure of Commission Position on Indemnification for Securities Act Liabilities 29 Available Information 29 Financial Statements F-1 ii PROSPECTUS SUMMARY THE FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK. ALL FINANCIAL INFORMATION IS STATED IN UNITED STATES DOLLARS UNLESS OTHERWISE SPECIFIED. OUR FINANCIAL STATEMENTS ARE PREPARED IN ACCORDANCE WITH ACCOUNTING PRINCIPALS GENERALLY ACCEPTED IN THE UNITED STATES. You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is neither an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date. We were incorporated on April 21, 2021 under the laws of the state of Wyoming. We are involved in the development of an employee monitoring software that balances employer concerns regarding employee efficiency and productivity with employee privacy known as "Privacy and Value". Our intention is to market and sell this product to small and medium sized businesses. Our president, Daniel Okelo and Limitless Projects Inc., a reporting company which Mr. Okelo controls, each currently own 100,000,000 shares of our outstanding common stock, which are the only current issued and outstanding shares of our company. Our president, Daniel Okelo and our parent company, Limitless Projects Inc., have entered into agreements with Cyber Apps World, Inc. ("Cyber Apps"), a reporting company, whereby they each will transfer 50,000,000 of our shares, for a total of 100,000,000 to Cyber Apps and its principals for a cash payment of $250,000 that was due on June 15, 2021. Following such acquisition, the parties contemplate forming a joint venture to market and sell the software. Cyber Apps did not make the $250,000 payment by the deadline date of June 15, 2021 and has not made the payment as of the date of this prospectus. The parties are in the process of renegotiating the agreement payment terms. However, there is no guarantee that a revised agreement will be reached. If we are unable to finalize the agreement with Cyber Apps World Inc. or raise sufficient funds in this offering to complete the development of the Privacy and Value software, our business will likely fail and subscribers would lose their investments in our shares. We have recently completed the initial development of the software and will use proceeds from this offering to test, market, and sell it. As of April 30, 2021, we had cash on hand of $6,625, which is insufficient to cover the costs we expect to incur in marketing and selling the Privacy and Value software. We anticipate spending approximately $200,000 in order to market and sell our product. We have no other source of funding if we are unable to complete our offering. From our inception on April 21, 2021 until the date of this filing, we have had limited operating activities primarily consisting of the incorporation of our company, our director s and parent company s collective investment of $20,000 through the purchase of equity, and the development of the Privacy and Value software. We have not yet completed a prototype of the Privacy and Value software and anticipate that it will cost approximately $25,000 to complete the prototype. We have not earned any revenue to date. Accordingly, our independent auditor has issued an audit opinion with respect to our financial statements for the period ended April 30, 2021, which includes a statement expressing substantial doubt as to our ability to continue as a going concern. Our office is located at 2261 Rosanna Street, Las Vegas, Nevada, 89117. Our telephone number is 269-692-9418 and our email address is info@privacyandvalue.com. Investors must be aware that we do not have sufficient capital to independently finance our business plans. We have no plans, arrangements, or contingencies in place in the event that we cease operations, in which case investors would likely lose their entire investment. This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our director will be solely responsible for selling shares under this offering and no commission will be paid to him on any sales. 1 There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we will seek to have a market maker file an application with FINRA for our common stock to be eligible for trading on the OTC Markets quotation system. We do not have an arrangement in place for a market maker to file such and application and there is no guarantee that we will be able to find one to do so. The Offering: Securities offered: Up to 25,000,000 shares of our common stock, par value $0.0001 per share. Offering price: $0.02 Duration of offering: The 25,000,000 shares of common stock are being offered for a period of 180 days. Net proceeds to us: $500,000, assuming the maximum number of shares sold. Such $500,000 in gross proceeds does not account for the offering expenses in this offering. See the section entitled "Use of Proceeds" for further information. Market for the common shares: There is no public market for our shares. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority for our common stock to eligible for trading on OTC Markets quotation system. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale. Shares outstanding prior to offering: 200,000,000 Shares outstanding after offering: 225,000,000, assuming the entire offering is sold. Risk Factors: The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001860482_talon-1_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001860482_talon-1_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ed2e4ab0752f811e4847013f8d2385f5c861c3ec
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001860482_talon-1_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to we, us, company or our company are to Talon 1 Acquisition Corp., a Cayman Islands exempted company, incorporated with limited liability, and references to: advisors or board of advisors are to members of our advisory board; amended and restated memorandum and articles of association are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering; Companies Act are to the Companies Act (as amended) of the Cayman Islands as the same may be amended from time to time; completion window are to the period following the closing of this offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions and as further described herein; the completion window ends 15 months from the closing of this offering (or 18 months from the closing of this offering if we extend the period of time to consummate a business combination); equity-linked securities are to any securities of our company or any of our subsidiaries which are convertible into, or exchangeable or exercisable for, equity securities of our company or such subsidiary, including any securities issued by our company or any of our subsidiaries which are pledged to secure any obligation of any holder to purchase equity securities of our company or any of our subsidiaries; Exchange Act are to the Securities Exchange Act of 1934, as amended; founder shares are to our Class B ordinary shares held by our sponsor and our Class A ordinary shares issued upon the automatic conversion thereof at the time of completion of our initial business combination as described herein; initial shareholders are to holders of our founder shares prior to this offering; Investment Company Act are to the Investment Company Act of 1940, as amended; JOBS Act are to the Jumpstart Our Business Startups Act of 2012; management or our management team are to our officers and directors; Nasdaq are to The Nasdaq Global Market; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares, collectively; permitted withdrawals are to amounts withdrawn to pay our taxes; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated October 29, 2021 PRELIMINARY PROSPECTUS $200,000,000 Talon 1 Acquisition Corp. 20,000,000 Units Talon 1 Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company and incorporated with limited liability, and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We may pursue an initial business combination target in any business or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriters a 45-day option from the date of this prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares in connection with our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes ( permitted withdrawals ), divided by the number of then outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. We have 15 months from the closing of this offering (or 18 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) to consummate our initial business combination. Pursuant to the terms of our second amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination by an additional three months, our sponsor (as defined below) or its affiliates or designees must provide advance notice at least five days prior to the date which is 15 months from the closing of this offering and must deposit into the trust account $2,000,000, or $2,300,000 if the underwriters over-allotment option is exercised in full ($0.10 per share in either case), on or prior to the date which is 15 months from the closing of this offering. If we are unable to complete our initial business combination within the above time period (as such period may be extended, the completion window ), we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to make permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, AVi8 Acquisition LLC (which we refer to as our sponsor throughout this prospectus), has committed to purchase an aggregate of 11,900,000 warrants (or 13,250,000 warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant ($11.9 million in the aggregate, or $13.25 million if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each private placement warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. Our initial shareholders, which include our sponsor, currently own an aggregate of 5,750,000 Class B ordinary shares (up to 750,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). We refer to these Class B ordinary shares as the founder shares throughout this prospectus. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of completion of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. Holders of the Class B ordinary shares will have the right to vote on the election or removal of our directors prior to our initial business combination and each director will need to receive the vote of two-thirds of the outstanding Class B ordinary shares in order to be elected. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except that in respect of any vote or votes to continue the company in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational documents of the company in such other jurisdiction), holders of Class B ordinary shares will have ten votes per share and holders of Class A ordinary shares will have one vote per share, and except as required by law or the applicable rules of The Nasdaq Global Market ( Nasdaq ), then in effect. Prior to this offering there has been no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on Nasdaq under the symbol TOACU. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Credit Suisse Securities (USA) LLC informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the U.S. Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols TOAC and TOACW, respectively. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 40 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation to subscribe for units may be made to the public in the Cayman Islands. Price to Public Underwriting Discounts and Commissions(1) Proceeds Before Expenses, to Us Per Unit $ 10.00 $ 0.55 $ 9.45 Total $ 200,000,000 $ 11,000,000 $ 189,000,000 (1) $0.20 per unit, or $4,000,000 in the aggregate (or $4,600,000 if the underwriters exercise their over-allotment option in full), is payable upon the closing of this offering. Also includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the completion of our initial business combination, as described in this prospectus. See Underwriting (Conflict of Interest) elsewhere in this prospectus for a description of compensation and other items of value payable to the underwriters. Of the $211.9 million in gross proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, or $243.25 million if the underwriters over-allotment option is exercised in full, $205.0 million ($10.25 per unit), or $235.75 million if the underwriters over-allotment option is exercised in full ($10.25 per unit), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and $11.9 million, including $4.0 million in underwriting discounts and commissions (or $13.25 million, including $4.6 million in underwriting discounts and commissions, if the underwriters over-allotment option is exercised in full), will be used to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to make permitted withdrawals, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest of (a) the completion of our initial business combination (including the release of funds to pay any amounts due to any public shareholders who properly exercise their redemption rights in connection therewith), (b) the redemption of any public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, and (c) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Credit Suisse Exos Securities LLC The date of this prospectus is , 2021. Table of Contents public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder shall only exist with respect to such public shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); Sarbanes-Oxley Act are to Sarbanes-Oxley Act of 2002; Securities Act are to the Securities Act of 1933, as amended; and sponsor are to AVi8 Acquisition LLC, a Delaware limited liability company. All references in this prospectus to shares of the company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. All references to the conversion of our Class B ordinary shares shall take effect as a redemption of such Class B ordinary shares and issuance of the corresponding Class A ordinary shares as a matter of Cayman Islands law. Unless otherwise stated, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Each unit consists of one Class A ordinary share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. Registered trademarks referred to in this prospectus are the property of their respective owners. Table of Contents Our Company Talon 1 Acquisition Corp. is a Cayman Islands exempted company incorporated as a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Talon 1 Acquisition Corp. is an affiliate of AVi8 Management, LLC, which is an affiliate of AVi8 Air Capital, LLC ( AVi8 ). Formed in 2016, AVi8 is a U.S.-based commercial aviation strategic consulting firm that provides services to airlines and aviation support companies around the world. AVi8 develops and operationalizes businesses, in addition to improving operational efficiencies, enhancing capital structures and executing M&A activities. AVi8 recently assisted in the development of an aircraft leasing platform for a major European based investment bank, advised on the acquisition of commercial aircraft with bulge-bracket private equity groups, and conceived, developed and managed the launch and certification of an Airbus narrow body airline certified in the United States. The principal owners of AVi8 are Edward J. Wegel, Triage Capital LLC and General American Capital Partners, LLC. Our Team We have assembled a strong management team with a broad network of connections and corporate relationships across various industries and geographies. Any past experience or performance of our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as an assurance of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. Moreover, although some of our key personnel may remain with a target business in senior management or advisory positions following a business combination, it is likely that some or all of the management of the target business will remain in place. Additionally, our management team members are subject to certain conflicts of interest. For more information, please refer to Risk Factors Risks Related to Our Management Team. Executive Team Edward J Wegel serves as our Chairman and Chief Executive Officer. Mr. Wegel is a seasoned airline executive with 35 years of broad experience in financing, operations, and distribution. Mr. Wegel has served as a board member of public and private airlines, including Atlantic Coast Airlines, BWIA International Airlines and Eastern Airlines. Mr. Wegel is an experienced deal-maker who has led initial public offerings, privatizations, major aircraft orders, and alliance negotiations. He has extensive company restructuring experience. Other accomplishments include: drafted the first business plan for JetBlue; focused on the then relatively new Airbus A320s and chose JFK as its base of operations; created Republic Airways with an industry-leading order for 80 EMB 145 aircraft in 1998; oversaw the acquisition of Chautauqua Airlines (where he served as Chief Executive Officer); and conceived and led the privatization and financing of BWIA International Airways, Trinidad, operating 20 L1011 and MD-80 aircraft and serving as National Airline for Trinidad, Guyana, St. Lucia, and Barbados, among and other island nations. As Chief Executive Officer, in 1995, Mr. Wegel achieved BWIA s first ever profit in 57 years (BWIA International Airways now operates as Caribbean Airlines); co-founded Atlantic Coast Airlines / United Express in 1990, one of the first United Airlines regional airlines. Mr. Wegel served as head of finance and as a board member for Atlantic Coast Airlines, leading over $100 million in financing for operations and aircraft finance. Mr. Wegel served as a commissioned officer in the U.S. Army and received an MBA from the University of Northern Colorado after graduating from the United States Military Academy at West Point. Table of Contents Ryan Goepel serves as our Chief Financial Officer. Mr. Goepel is the Chief Financial Officer of AVi8. He is also the Chief Financial Officer of Global Crossing Airlines Group, Inc. ( GlobalX ) since February 2020, and was elected to the board of directors of GlobalX in June 2020. Mr. Goepel is a seasoned finance and operations executive with over 20 years of experience, most recently serving as Chief Financial Officer for Flair Airlines Canada from August 2018 to November 2019 to transition from a Boeing 737 charter operator to a profitable, low-cost scheduled service carrier. Profitability was achieved at Flair through the modernization of the fleet, optimization of the flight schedule to focus and grow profitable routes, revamping key personnel, and the installation of a data driven, cost conscious operating mentality while preserving best-in-class safety, reliability and on time performance. Prior to Flair, Mr. Goepel served as Chief Financial Officer for Viking Exploration, an international oil and gas company, from December 2016 to August 2018, where he raised seed capital from a broad group of investors. Prior to Viking Exploration, Mr. Goepel served as Chief Financial Officer of CC Reservoirs, a Geoscience software company, from April 2015 to December 2016, where he was responsible for the accounting, compliance, treasury, tax, and strategic planning functions and was instrumental in establishing new offices and entities in South America, the Middle East and the Far East. Prior to CC Reservoirs, Mr. Goepel served as Chief Financial Officer of ZEiTECS, an artificial lift technology company, from December 2010 to April 2015, where he oversaw its sale to Schlumberger; KBR Services Business Unit Finance Leader overseeing 12,000 employees growing revenue from $300 million to $3 billion. In addition, Mr. Goepel served as the Director of Global Finance during the Burger King turnaround that culminated with its first ever public debt raise and successful initial public offering. He is a Certified Management Accountant, with an MBA from Texas A&M University and Bachelor of Arts from the University of British Columbia. Jeremy Falk serves as our Chief Operating Officer. Mr. Falk is currently President and Senior Managing Director of Newbridge Global Sourcing LLC. He is responsible for identifying and evaluating investment opportunities and working with our management teams to create value. Mr. Falk was previously an investment manager at AGI Partners, LLC, an alternative investment management firm that deploys capital in private equity and special opportunities. He was responsible for originating, underwriting, structuring and executing transactions. He was active in the closing, governance and monitoring of firm investments. Previously, he was an investment professional at Cerberus Capital Management, L.P., a $50 billion alternative investment management firm based in New York, in the private equity and the corporate credit groups where he focused on private equity and special situations investments across a wide range of industries. He was responsible for executing transactions and overseeing portfolio company investments, as well as identifying and executing public-market investments. He underwrote transactions and conducted financial, business and operational diligence. Prior to that he was an Analyst at Morgan Stanley & Co. Inc. in the Media & Entertainment and Transportation groups. Jeremy graduated from Columbia College with a Bachelors of Arts. Jeff Zeunik serves as our Chief Commercial Officer. Mr. Zeunik has over 25 years of financial, operational, and leadership experience having served in a senior executive capacity for both public and private companies, as well as having served as an officer in the United States Army. Mr. Zeunik currently serves as the Vice President of Finance for Global Crossing Airlines, and prior to joining Global Crossing, Mr. Zeunik was the Chief Financial Officer of Green Courte Residential Holdings, a Private Equity-backed REIT focused on a growing portfolio of senior-living and manufactured housing communities. Prior to Green Courte, Jeff was at Atlas Air Worldwide Holdings (NASDAQ: AAWW), operator of the world s largest fleet of Boeing 747 freighters, where he served as Vice President of Financial Planning & Analysis from 2012 to 2017, and Senior Vice President of Financial Planning & Analysis from 2018 to 2019. During his time at Atlas he oversaw a 300%+ growth as Atlas evolved from a fleet of exclusively 747 freighters, to a fleet of 115 aircraft that included 747s, 777, 767s, 757s, and 737s, with a mix of both freighter and passenger operations. Mr. Zeunik s efforts included the valuation of a new-build Boeing 747-8F aircraft with a list price of approximately $2.7 billion; the securing of a contract to purchase, convert, dry lease, and operate 22 Boeing 767s on behalf of Amazon Prime Air, which represented an investment of nearly $600 million; and Atlas acquisition of Southern Air for $100 million, an investment that paid for itself within 3 years. Prior to joining Atlas Mr. Zeunik worked at The Home Depot, where he oversaw a $2.1 billion new store construction budget and valued over 175 new stores for the US, Canada, and Mexico. He started his aviation career with US Airways, where he was involved in the renegotiation of every collective bargaining agreement as the company navigated two Chapter 11 filings and a return to profitability in the aftermath of the post-9/11 impact to the US Airline industry. Additionally, Mr. Zeunik served as an Airborne, Ranger, and Jumpmaster qualified Infantry officer in the 82nd Airborne Division. He holds a B.S. in Mechanical Engineering from the United States Military Academy at West Point, as well as an MBA from Northwestern s Kellogg School of Management, and a Master of Engineering Management from Northwestern s McCormick School of Engineering. Nominees for our Board of Directors Maggie Arvedlund serves as the Chief Executive Officer and Managing Partner of Turning Rock Partners. Funds affiliated with Turning Rock Partners have made a passive investment representing a majority of the economic interests in our sponsor. Prior to founding Turning Rock Partners, Ms. Arvedlund was a Managing Director at Fortress Investment Group where she spent eight years. Fortress Investment Group is a global investment firm. While at Fortress, Ms. Arvedlund was responsible for private equity and debt investments for the Fortress Partners Fund, a multi-strategy vehicle which invested across asset classes and capital structures. During her tenure at Fortress, Ms. Arvedlund served on the Investment Committee from 2010-2015. Prior to joining Fortress, Ms. Arvedlund worked at Hall Capital Partners where she held roles in the portfolio management and research divisions. Hall Capital Partners is a privately held registered investment advisory firm. Prior to Hall Capital Partners, Ms. Arvedlund held a number of senior operating roles in several privately held businesses. Ms. Arvedlund received a BS with Honors from Vanderbilt University in Economics and an MBA in Finance from NYU s Stern School of Business. Ms. Arvedlund serves on several non-profit boards including Summer Search New York City and is a founding member of the NYU Stern Private Equity Advisory Board. Joseph DaGrosa, Jr. has been a member of the board of directors of GlobalX since June 2020. Mr. DaGrosa currently serves as Chairman of DaGrosa Capital Partners LLC, a private equity firm focused on making control and influential minority investments in companies throughout the United States, Western Europe and Latin America, having served in that role since February 2020. Mr. DaGrosa is a co-founder of 1848 Capital Partners LLC ( 1848 ), having co-managed the firm from its founding in 2003 until 2016 and having served as a member of the firm s investment committee. Mr. DaGrosa also served as co-chairman or as a board member for the following 1848 portfolio companies: Eastern Airlines, Brazil Tower Company, and Jet Support Services, Inc. Mr. DaGrosa served as Founder and Senior Partner at Core Values Partners LLC ( Core Values ), during which time Mr. DaGrosa co- founded the Heartland Food Corp., a Core Values portfolio platform company used to acquire two hundred and forty eight (248) Burger King restaurants out of bankruptcy (and in workout situations), creating the second largest franchisee in the Burger King system. Heartland was successfully sold in December 2006 to an affiliate of the Blackstone Group., Mr. DaGrosa was a partner at MapleWood Partners LP, a Miami-based private equity firm, where he served as a member of the Executive and Investment Committees and was co-head of the firm s Transaction Team. Prior to MapleWood Partners LP, Mr. DaGrosa was a vice president for PaineWebber, Inc. (now part of UBS) in its Special Accounts Group. Mr. DaGrosa holds a Bachelor of Science degree in Finance, Accounting and Statistics from Syracuse University. Table of Contents Nathaniel Felsher is the current Founder and Chief Executive Officer of CAVU Management Partners, LLC, a consulting services company, having served in that role since March 2019. Felsher is the former President and Chief Strategy Officer of Aimia Inc. (TSX: AIM), a holding company with a focus on long-term investments in public and private companies, having served in that role from August 2018 through November 2018. Previously, Mr. Felsher worked at Deutsche Bank, a German multinational investment bank and financial services company, where he served for eleven years, in ever increasing roles of responsibility, most recently as Global Co-Head of Aviation Corporate & Investment Banking until August 2018. Throughout his time at Deutsche Bank, Mr. Felsher advised clients in the aircraft leasing, airline loyalty, travel technology and transportation infrastructure sectors with respect to strategy, equity and debt placements and M&A, having executed transactions in more than 20 countries. Mr. Felsher has global deal experience having executed transactions in more than 20 countries. Prior to joining Deutsche Bank, Mr. Felsher held investment banking positions with HSBC and JPMorgan Chase & Co. Abdol Moabery is the founder, Chief Executive Officer of GA Telesis, a leader in integrated commercial aviation services. Founded in 2002 by Mr. Moabery, GA Telesis has quickly grown to one of the largest firms in its sector, amassing vertically integrated global aviation services businesses including engine, component and aerostructural maintenance and engineering, aircraft replacement parts distribution and supply-chain management, aircraft and engine leasing, and investment management with operating units throughout the Americas, Europe and Asia. The company has also developed several strategic partnerships, including GAIC, a one-of-kind joint-venture, based in Beijing, with Air China. GA Telesis has won numerous awards and accolades, including the 2018 Air Transport Best Integrated Aviation Solutions Provider, 2014 Air Transport World MRO of the Year, The Boeing Gold Services Award and was also named among a select group of companies in the United States classified as a Good-to-Great company. While Mr. Moabery holds a substantial stake in the company, since 2007, the company s shareholders have grown to include significant stakes by global financial institutions, Bank of America Merrill Lynch (NYSE: BAC) and Tokyo Century Corporation (8439: Tokyo). A serial entrepreneur, Mr. Moabery is responsible for the start-up, organization and development of GA Telesis. He has 30 years of direct experience in various disciplines in aviation from flight, lease and structured finance to logistics and maintenance. Mr. Moabery previously served as Executive Vice President of Aviation Systems International, Inc., where his responsibilities included oversight and management of worldwide operations. Prior to joining ASI, he was with C-S Aviation Services, Inc. (a Soros Fund Management company), where he was responsible for the sale and marketing of the company s aviation portfolio assets. Mr. Moabery currently serves as the Chairman of the Board of Trustees at Florida Atlantic University and is President-elect of the Wings Club Foundation Board of Governors. He also serves as board member to several national and local charitable organizations. Mr. Moabery received the prestigious Wright Brothers Memorial Award in 2014 and the ISTAT Life Time Achievement Award in 2021 for his accomplishments in aviation. Nominees for our Board of Advisors Alvin Khoo serves as Executive Vice President and Chief Financial Officer for GA Telesis. Mr. Khoo has played an instrumental role in strategic transactions like the acquisition of Finnair Engine Services and the introduction of Tokyo Century and All Nippon Airways as strategic equity investors. Prior to joining GA Telesis, Mr. Khoo was most recently a Managing Director at SkyWorks Capital, where he led corporate finance and restructuring advisory efforts. Prior to SkyWorks Capital, Khoo held various positions at JP Morgan s Transportation Investment Banking Group. Khoo helmed the origination and execution of transactions in the aviation, aerospace, and aircraft leasing sectors. Khoo has significant transaction experience including initial public offerings, out-of-court restructuring and bankruptcies, secured and unsecured bank and bond financings, all while advising on numerous M&A transactions. Khoo also previously worked for SH&E and NatWest Markets. He received his BA from Trinity College. Table of Contents Marc Cho serves as the Chief Investment Officer for GA Telesis and is the President of the LIFT (Leasing, Investments, Finance & Trading) Group. LIFT s mission is to apply the vast experience, expertise, and execution capabilities of GAT to make investments, manage assets, and develop new business strategies in the aviation sector. LIFT is comprised of the Asset Transaction Group (ATG: aircraft and engine leasing and trading and asset origination, management, and remarketing), Capital Management Group (CMG: management of third-party investor capital) the Leveraged Finance Group (LFG: alternative lender and financing solutions) and GA Telesis Rotorcraft (GATR: helicopter leasing and finance) . Before joining GA Telesis in 2017, Mr. Cho served as President of Echelon Aviation, the aircraft investment platform for Prospect Capital, which he co-founded in 2014. Prior to that, Mr. Cho was a Director in the Aircraft Trading and Investment team at Bank of America Merrill Lynch (BAML) for nearly eight years, where he directed origination of aircraft leasing investments, acquisition of secondary market aircraft debt, and management of a lease portfolio that grew to over 90 aircraft. He also led the acquisition of over $2.5 billion in loans and execution of over 400 aircraft trades. Prior to BAML, Mr. Cho was a Senior Vice President at DVB Bank AG for over four years, where he closed over $2.0 billion in aircraft financings during his term. His prior experience also includes executive positions at GE Capital Aviation Services (GECAS) and the aircraft finance division of Heller Financial. Mr. Cho graduated from the Wharton School of the University of Pennsylvania, where he earned a bachelor of science in economics. Business Strategy Our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, further accelerate the growth of a company in the global aerospace, aviation or aviation services industries. We believe our management team s knowledge, experience and relationships across these industries can effect a positive transformation or augmentation of an existing business through operational and commercial improvements. Our team is well positioned to originate attractive investment opportunities and has a history of executing transactions in multiple geographies and under varying economic and financial market conditions. In particular, we believe that the COVID-19 pandemic, which created great dislocation and disruption in all sectors of aerospace and aviation, and which sectors are currently recovering from those effects, has created attractive opportunities where we can combine our expertise and our industry-wide network with capital to develop those opportunities to create substantial value. The global aerospace, aviation and aviation services industries have strong fundamentals, both historically and on a forward-looking basis as they are key components of the global economy and trade. These industries have benefited from global and regional economic development, growth in both business and leisure travel, as well as the expansion of e-commerce and time critical logistics. A significant metric reflecting this growth is Revenue Passenger Kilometers ( RPKs ), which grew globally at an annual rate of ~6% from 2002 to 2019 (the last full year prior to COVID-19). While the COVID-19 pandemic had a very significant impact on the sector in 2020, we believe that the negative effects are temporary and the long-term fundamentals remain strong, which results in a window of opportunity to take advantage of the shifting dynamics. The Federal Aviation Administration, for example, projects system traffic to increase by 5.5% per year between 2021 and 2041, with domestic and international RPKs forecasted to grow 5.1% and 6.6% per year, respectively. The global aerospace, aviation and aviation services industries have faced existential crises before and yet have been resilient over the last 20 plus years. Even with industry disruptions such as the September 11, 2001 terrorist attacks in the United States, the wars in Afghanistan and Iraq, the Severe Acute Respiratory Syndrome (SARS) epidemic in 2003, and the Great Recession of 2007 to 2009, industry-wide growth has always recovered and persisted, largely linked to global GDP growth. The recoveries benefit commercial passenger airlines, freight and cargo airlines, special mission operators and business aviation with knock on positive effects on aircraft and parts OEMs, airports and MRO businesses. The International Civil Aviation Organization, a UN Agency, reports that, since 1995, global GDP has grown by 2.8% annually while global passenger air traffic has grown by 5.0% annually in that same time period, representing a multiple of 1.8x the rate of global GDP growth. We believe that emerging markets, which comprised ~30% of global air traffic prior to the pandemic, will continue to contribute to growth in the global aerospace industry, and the rapid expansion of e-commerce will also generate industry growth, specifically for the air cargo sector. As such, we believe that the global aerospace, aviation, and aviation services industries will continue toward a full recovery from the COVID-19 pandemic. Table of Contents Consistent with previous global crises, we are already seeing a robust recovery towards pre-pandemic flight activity. In May 2021, TSA daily checkpoint travel numbers surpassed 1.9 million people for the first time since the onset of the pandemic, compared to a pre-pandemic peak of 2.9 million and a pandemic low of 88 thousand. Furthermore, according to Bain & Company, in an accelerated vaccine scenario where distribution of an effective vaccine against the COVID-19 virus occurs on a quicker than estimated timeframe, global commercial demand is projected to return to pre-pandemic levels by 2023. As such, we will focus on all subsectors within the global aerospace, aviation, and aviation services end markets, and our universe of prospective targets will largely include businesses directly or indirectly impacted by global air traffic trends. We believe that many companies focused on these end markets will engage in restructuring and/or mergers and acquisitions, on account of the COVID-19 pandemic. We are well positioned to capitalize on the recent disruption. Moreover, we believe there is currently a scarcity of quality, publicly-traded, mid-cap global aerospace, aviation and aviation services companies, and that such companies will be well received by the public markets. Given the experience, networks, and resources of our management team, board of directors, and advisors, we are confident that we will be able to identify and partner with a company that can help fill this void. The global aerospace, aviation and aviation services industries are characterized by steady growth Secular growth in the global aerospace, aviation, and aviation services industries is supported by a number of related underlying trends and dynamics. Beginning in 2002, after an industry-wide disruption following the September 11th attacks, global RPKs for commercial airlines grew, on average, ~6% per year culminating in more than 8 trillion RPKs in 2019 (before decreasing by 66% in 2020). This increase in demand for passenger air traffic significantly outpaced supply, with available seat kilometers ( ASKs ) only growing ~3% on average over the same period, from 2002 to 2019. This dynamic is reflected in commercial aircraft load factors, an indicator that measures the percentage of available seating capacity that is filled with passengers, which increased 11.3 percentage points from 2002 to 2019. To accommodate the increase in global passenger travel, the number of aircraft added annually to the global fleet increased from ~1,000 in 2002 to a peak of ~1,800 in 2018 (which decreased to ~1,400 in 2019 and ~800 in 2020). This period of strong demand amidst growing capacity resulted in consistent profits of over $25 billion annually for the global airline industry since 2015. According to IATA, While the global airline industry suffered losses of $126 billion in 2020 and is expected to suffer losses of $48 billion in 2021, the industry expects a return to breakeven profitability in Q1 2022. At the same time, global air cargo expanded rapidly alongside significant growth of e-commerce, as consumer expectations for time critical delivery has become increasingly important and merchants shifted sales channels online. In Q4 2008, US retail e-commerce sales totaled ~$32 billion, or 3.4% of total US retail sales. By Q4 2020, US retail e-commerce sales totaled ~$207 billion, representing a 17% CAGR, or 14.0% of total US retail sales. Global air cargo expanded to accommodate the growth in e-commerce with freight ton-kilometers growing at an average annual rate of ~4% from 2002 to 2019 (with only a 10.6% year-over-year decline in 2020). Table of Contents (Source: ICAO, IATA) (Source: World Bank, IATA) (Source: Bureau of Transportation Statistics) (1) US data; Includes domestic and international flights. The U.S. business aviation industry also experienced material growth facilitated, in large part, by new business models that made flying more accessible to a larger population. Annual business jet delivery revenues increased 53% from 2009 to 2019, representing a 4.4% CAGR. Business aviation experienced the most rapid recovery amongst aviation segments, with year-to-date global business aviation activity, as of May 2021, down just 9% compared to the same period in 2019. Similarly, special mission aviation expanded as government agencies increasingly sought to outsource aircraft operation services with the Department of Defense s ( DOD ) Commercial First policy. Examples of such contract work include: air ambulances, search and rescue, firefighting, and military troop rotation and air cargo operations. Another example of the importance of special mission aviation is the Civil Reserve Air Fleet ( CRAF ). CRAF is a cooperative, voluntary program involving the DOT, DOD, and U.S. Civil Air Carrier industry in partnership to augment DOD aircraft capability during a national defense related crisis. Air carriers volunteer their aircraft to the CRAF program through contractual agreements with U.S. Transportation Command (USTRANSCOM), located at Scott Air Force Base, Illinois. In return, the participating carriers are given preference in carrying commercial peacetime cargo and passenger traffic for DOD. Table of Contents As demand for commercial aviation, air cargo, business aviation, and special mission aviation continues to grow, so too will the need for global aerospace, aviation and aviation services, which provide mission-critical functions. Moreover, we believe that businesses in these sectors will be able to capitalize on the increasing strategic approach by many companies, to outsource non-core services, including supply chain management and aircraft maintenance. In light of these trends, Boeing forecasts the commercial aviation services market to grow to $9.0 trillion over the next 20 years, growing at 4.0% annually from 2020 to 2039. The COVID-19 Pandemic has negatively impacted the global aerospace, aviation, and aviation services industries, but a robust recovery, supported by strong underlying fundamentals, is underway In response to the outbreak of the COVID-19 virus in early 2020, numerous government agencies enacted travel restrictions and guidance, which contributed to a substantial drop in air traffic demand globally. As a result, global seating capacity in 2020 declined by ~50% on a year-over-year basis. Many aircraft operators survived by shoring up liquidity, securing government support, cutting programs, and canceling or delaying aircraft orders and deliveries. These actions disrupted the industry s supply chains and subsectors. Many industry commentators point to previous disruptions in the airline industry as evidence that the market can expect a full and fairly rapid recovery. As the chart below indicates, previous crises, including the 9/11 terrorist attacks and 2008 global financial crisis, resulted in immediate reductions in air traffic. Yet, in both cases, air traffic recovered to pre-crises levels within two years, followed by periods of steady growth. Similarly, the 2003 SARS epidemic, which resulted in a 35% reduction in monthly RPKs for Asia-Pacific airlines, resulted in a full recovery in passenger traffic for those airlines within seven months of the outbreak. With regards to the current pandemic, industry commentators expect passenger traffic to recover and surpass 2019 levels by 2024, if not sooner. We believe that service providers will benefit from a return to the industry s long-term growth pattern. RPKs leading up to and following crises in the United States(1) (Source: IATA) (1) Each period indexed to 100 as of year prior to crisis year. Crisis year defined as initial year of RPK decline for each respective period. Table of Contents As of May 2021, numerous datasets point to a strong recovery of air travel in the short term: 62% of Travel Leaders Network survey respondents are planning to take a vacation in 2021; many industry commentators expect a robust surge in travel for the second half of 2021 Over 50% of Americans have received at least one COVID-19 vaccination and over 40% are fully vaccinated as of June 2021 with the rapid vaccine rollout, the United States remains an area of strength in the air travel recovery. The US is expected to reach 85% of 2019 commercial air travel demand by July 2022 Domestic U.S. passenger traffic is expected to reach 2019 levels in the second half of 2023; the recovery of U.S. international passenger traffic will require one more year, thus returning to 2019 levels in 2024 Operators have begun ramping up capacity, with March 2021 domestic ASKs down just 29% compared to March 2019 (versus down 38% in January 2021 compared to January 2019) Air cargo traffic has fully recovered and is higher than 2019 levels, driven by strong e-commerce trends, supply chain constraints, and ocean freight congestion. Global air cargo volume reached an all-time high in March 2021 and was 4% higher than March 2019, in spite of capacity that was 12% below pre-crisis levels largely due to reduced passenger aircraft belly capacity. Air freight yields have risen dramatically as a result, creating new opportunities for dedicated freighter operators, passenger-to-freighter conversions, and cargo-only passenger aircraft flights. Private aviation is another subsector that has proven especially resilient. Throughout the pandemic, many passengers who could afford to fly private chose to do so. As a result, the segment was down just 11% year-over-year in December 2020 (compared to a 66% reduction in global airline passenger traffic). Recovery and growth in all of these subsectors will require a scaling up of global aerospace, aviation, and aviation services. In fact, service providers have historically seen faster rates of revenue recovery, compared to their customers, following industry-wide disruptions as their customers rely on such services to re-scale capacity. As these businesses look to navigate the recovery from the crisis and return to growth and expansion, we believe they will benefit from access to capital and managerial experience two things we believe we will be able to provide. This dynamic creates a unique opportunity for us to generate strong returns for our investors. We will seek to partner with a market leader that is primed to grow organically and through acquisition while undergoing commercial and operational improvements We are led by a preeminent purpose-built team of experienced managers, operators and investors who have played important roles in helping build and grow profitable public and private businesses, both organically and through acquisitions, to create value for shareholders. Our management team, board of directors, and advisors have over 175 years of collective experience in the global aerospace, aviation, and aviation services industries. Collectively, we have completed over $120 billion worth of strategic acquisitions, investments and advisory engagements in the space. We are confident that we can combine our collective experiences and networks to successfully source and acquire a mid-cap market leader. As we have collectively done many times before, we look forward to working closely with a management team to enhance the target company s operations. We will work together to develop a comprehensive strategy for growth, both organic and through acquisitions. Ultimately, we will seek to leverage the benefits of becoming a public company, including access to debt and equity for expansion, to transform our target company into a highly respected industry leader, while simultaneously generating strong returns for our shareholders. Table of Contents Our Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective targets for our initial business combination. We will leverage these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target that does not meet these criteria and guidelines. We intend to acquire target businesses that we believe: are industry leaders that have demonstrated consistent top-line growth and/or are benefiting from secular tailwinds; have defensible and established business models, with sustainable competitive advantages and multiple avenues for growth though many companies in our industries of interest likely experienced substantial challenges related to the COVID-19 pandemic, we seek companies with fundamentally sound business models that will recover well; can potentially benefit from having a public currency to accelerate growth trajectory; can benefit from our management team s operating expertise, industry network, and financing experience; are not reliant on financial leverage to generate returns; are at the point in their lifecycle at which going public, with the support of our highly experienced management team and access to our robust industry networks, is a natural next step; and are valued in such a way, relative to their public peers, that we will be able to offer an attractive risk-adjusted return for our shareholders. We will also assess potential target opportunities based on the criteria described below: Services provided: We will source and evaluate companies focused on one or more of the following services: a) Aircraft services: includes fueling, cleaning, maintenance, and supply chain management b) Airport services: includes passenger support, cargo handling, and ground handling (such as repositioning, ramp services, etc.) c) Asset management: includes aircraft and component leasing a core competency of the sponsor, AVi8 d) Technology: includes development and sale of aviation software, such as programs related to maintenance and longevity e) Aircraft operations: includes transport of passengers and/or cargo in commercial, special mission, or private contexts End market: We will focus on companies that service one or more of the following end markets: (a) commercial passenger airlines, (b) cargo airlines, (c) business aviation operators, and (d) special mission operators. We will seek companies with an international presence, but that primarily serve the US or Europe. Size: We will pursue targets with an enterprise value between $1.0 billion and $1.5 billion. Potential for add-on acquisitions: We will actively consider target companies that would serve as a strong platform for post-closing add-on acquisitions. Given our extensive industry networks and collective experience, we believe we will have access to a large number of private equity assets operating in the global aerospace, aviation, and aviation services sectors. Such add-on acquisitions can expedite growth for the target and help to amplify returns for our shareholders. This non-exclusive list of criteria is not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials that we would file with the SEC. Table of Contents Sourcing of Potential Initial Business Combination Targets Through our team s extensive experience in sourcing, acquiring, operating, developing, growing, financing, and selling businesses in the global aerospace, aviation, and aviation services industries, we have established a robust network that will prove invaluable throughout the sourcing process. The individuals on our team have reputations for reliability and fair dealing with all involved parties as well as critical experience navigating various market conditions, including economic downturns. These connections, reputations, and experiences have created a steady flow of referrals, resulting in numerous successful transactions for both our management team and sponsor. We view the extensive network of connections and relationships of our management team and sponsor as a strong potential source of business combination opportunities. Additionally, we expect various other market participants, including investment banking firms, private equity firms, consultants, and other business enterprises, may present viable target business candidates. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the initial business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete our initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that our initial business combination is fair to our company from a financial point of view. As more fully discussed in Management Conflicts of Interest, if any of our executive officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Certain of our executive officers currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. We believe, however, that the fiduciary duties or contractual obligations of our officers and directors will not materially affect our ability to complete our initial business combination. Initial Business Combination We will have until 15 months from the closing of this offering to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination by an additional three months (for a total of up to 18 months to complete a business combination), subject to the sponsor providing advance notice and depositing additional funds into the trust account as set out below. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination by an additional three months, our sponsor or its affiliates or designees must provide advance notice at least five days prior to the date which is 15 months from the closing of this offering and must deposit into the trust account $2,000,000, or $2,300,000 if the underwriters over-allotment option is exercised in full ($0.10 per share in either case), on or prior to the date which is 15 months from the closing of this offering. In the event that we receive notice from our sponsor at least five days prior to the deadline of its wish for us to effect the extension, we intend to issue a press release announcing such intention at least three days prior to the deadline. In addition, we intend to issue a press release the day after the deadline announcing whether or not the funds have been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to make permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. In such event, the rights and warrants will be worthless. The Nasdaq listing rules require that we must consummate our initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting commissions held in trust and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will be unable to make an independent determination of the fair market value of a target business or target businesses, it may be unable to do so if the board of directors is less familiar or experienced with the target company s business or there is a significant amount of uncertainty as to the value of the company s assets or prospects. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for seeking shareholder approval or for purposes of a tender offer, as applicable. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. Table of Contents The net proceeds of this offering and the sale of the private placement warrants released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination and to pay the deferred underwriting commissions. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies, or for working capital. In addition, we may be required to obtain additional financing in connection with the closing of our initial business combination to be used following the closing for general corporate purposes as described above. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsors, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. We may issue a substantial number of additional ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of completion of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. However, our amended and restated memorandum and articles of association will provide, among other things that, following this offering and prior to the consummation of our initial business combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. Our Acquisition Process Our officers and directors have not selected a target business for our initial business combination. In evaluating a prospective target business, we expect to conduct a rigorous due diligence review of issues that we deem important to validating a company s business quality and assessing growth and value creation opportunities, allowing our management team to price returns relative to potential risks appropriately. This review may encompass, among other things, research related to the company s industry, markets, products, services and competitors, meetings with incumbent management and employees, on-site visits and a review of financial, operational, legal and other information which will be made available us. Our approach to the acquisition process will be centered around our management team s operational and capital allocation expertise to target high-quality, established businesses where we see multiple opportunities for continued organic and strategic growth. Table of Contents Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Risk Factors Summary Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001861121_eve_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001861121_eve_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..978c77460622fff76c2ea20747c61d0113a5dd3d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001861121_eve_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider when making an investment decision. You should read this entire prospectus carefully, including the information under
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001861520_nuvo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001861520_nuvo_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..34f89ff64a0cf258206c53513116139a369548e1
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001861520_nuvo_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1 RISK FACTORS 20 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 64 USE OF PROCEEDS 66 CAPITALIZATION 67 DIVIDEND POLICY 69 DILUTION 70 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 73 BUSINESS 87 MANAGEMENT 142 EXECUTIVE COMPENSATION 152 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 168 PRINCIPAL SHAREHOLDERS 173 DESCRIPTION OF SHARE CAPITAL 176 SHARES ELIGIBLE FOR FUTURE SALE 183 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS OF ORDINARY SHARES 185 MATERIAL ISRAELI TAX CONSIDERATIONS FOR NUVO AND ITS SHAREHOLDERS 190 UNDERWRITING 193 LEGAL MATTERS 203 EXPERTS 203 WHERE YOU CAN FIND MORE INFORMATION 205 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 Neither we nor the underwriter has authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission, or the SEC. Neither we nor the underwriter takes responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, ordinary shares only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of ordinary shares. Our business, financial condition, results of operations and prospects may have changed since such date. For investors outside of the United States, neither we nor the underwriter has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States. Through and including , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. i ABOUT THIS PROSPECTUS As used in this prospectus, unless the context otherwise indicates, any reference to "Nuvo," "our Company," "the Company," "us," "we" and "our" refers to Nuvo Group Ltd., the issuer of the ordinary shares offered hereby, together with its consolidated subsidiary. Basis of Presentation Our financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. We present our consolidated financial statements in U.S. dollars. Our fiscal year ends on December 31 of each year. Certain monetary amounts, percentages and other figures included elsewhere in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Unless derived from our financial statements or otherwise noted, the terms "shekels" and "NIS" refer to New Israeli Shekels, the lawful currency of the State of Israel, and the terms "dollar" or "$" refer to U.S. dollars, the lawful currency of the United States. The disclosure contains translations of certain NIS amounts into U.S. dollar amounts based on an exchange rate as of December 31, 2020 of 3.215, unless otherwise noted. TRADEMARKS, SERVICE MARKS AND TRADE NAMES We have proprietary rights to trademarks used in this prospectus that are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, the trademarks, service marks, logos and trade names referred to in this prospectus are without the and TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks and trade names of others, which are the property of their respective owners. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies. INDUSTRY AND MARKET DATA This prospectus includes industry data that we obtained from periodic industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such information. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to these estimates and information. Neither we nor the underwriter have independently verified any of the data from third-party sources nor have we or the underwriter ascertained the underlying economic assumptions relied upon therein. Although we have not independently verified the accuracy or completeness of any third-party information, we believe the information in this prospectus concerning the industries in which we operate, competitive positions and the markets in which we operate is reliable. ii To Future Investors in Nuvo, I want to take the opportunity to share my personal story and the Nuvo journey to Reinvent Pregnancy Care for the 21st Century. In 2014, my wife, Hila and I were thrilled to be expecting our third child, but our excitement soon turned to anxiety and stress when her pregnancy was diagnosed as high risk. Managing our high-risk pregnancy required frequent visits to the clinic for routine check-ups. As working parents with two young children at home, frequent monitoring trips proved very challenging. Ultimately, Hila had to quit her job, we had to hire a babysitter to take care of the kids and travel several times each week back and forth to the clinic. Adding to the stress of managing a high-risk pregnancy, a misinterpretation of data almost resulted in an emergency C-section. The diagnosis that our baby was in distress seemed odd as Hila felt fine and we could feel the baby moving. We were skeptical about this diagnosis, and I jumped into gear as a data scientist and used the available monitoring tools to track the baby s movement and create my own data tracing. We refused the C-section and complied with the doctor s advice for more intensive monitoring. During our intensive monitoring sessions, I was surprised by the shallow and limited data views generated by existing fetal monitoring technology, and witnessed the imprecision of current tools, as well as subjective interpretations as opposed to data-driven methods. Ultimately, we were able to have a healthy regular delivery and our beautiful son, Uri, was born. Some families are not so lucky. I remember sitting in the hospital for our monitoring sessions and seeing other families in similar positions of anxiety and testing and then more waiting for results. I recall thinking, in an age of incredible technological advancements, why do pregnant women still have to travel to a hospital to be plugged into a wall for routine monitoring? As a data scientist, I questioned, why are the pregnant women travelling and not the data? I knew there had to be a better way and that sparked my passion to reinvent pregnancy care for the 21st Century. Based on our experience, I knew a deeper view of the womb was needed and it needs to be available to mom, wherever she is. I invented an AI-driven platform reimagining pregnancy care through the eyes of a data scientist and in partnership with a team of leading obstetricians and health tech experts. What may simply look like just a wearable sensory band is actually an AI-powered connected care data platform that enables expectant mothers and their unborn babies to receive clinical-quality care in a virtual, self-applied way both at home and in the clinic. It is pregnancy care reimagined for the 21st Century. I invite you to join us on our mission to Give Life a Better Beginning! Sincerely, Oren Oz Founder iii PROSPECTUS SUMMARY This summary contains selected information about our business and this offering contained elsewhere in this prospectus. It may not contain all the information that may be important to you. Investors should carefully read this entire prospectus before making an investment decision, including the information set forth under "Risk Factors," "Management s Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and notes thereto included elsewhere in this prospectus. Some of the statements in this prospectus constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements." Company Overview Our Business We believe we are the most advanced data-driven remote healthcare solution focused exclusively on pregnancy care. Our business model today consists of a hardware/software hybrid platform that provides remote access to medical-grade data to all key participants in the pregnancy care ecosystem. Our solution, which we refer to as our INVU platform, is at the core of our business model and provides connected pregnancy care management both at home and in the clinic. We believe INVU is the first remote pregnancy monitoring platform cleared by the United States Food and Drug Administration, or FDA, that provides expectant mothers with a self-administered wireless sensory band that enables them and their obstetricians to monitor maternal and fetal heart rate, or MHR and FHR, and maternal uterine activity, or MUA, and its intended use, in conjunction with MHR and FHR, for non-stress tests, or NSTs, using passive technology both at home and in the clinic, from the 32nd week of pregnancy until the beginning of labor. Our goal is for our INVU platform to increase the ability for remote pregnancy care visits and to augment pregnancy care and to benefit all participants in the pregnancy care ecosystem through improved quality of care and healthcare outcomes, improved satisfaction and cost reduction for payers. Longer term, we aspire to expand our reach to become a global leader in pregnancy solutions from the first days of pregnancy onward. The hardware component of our INVU platform is a proprietary self-administered wireless sensory band that obstetricians prescribe to expectant mothers who wear the sensory band during virtual visits to capture real-time data on key maternal and fetal health metrics. During these visits, a live reading allows the expectant mother to access simplified data and insights via the paired INVU application. Our wireless sensory band captures a unique set of in-depth physiological data from the expectant mother and unborn baby in a passive manner, without sending energy signals into the womb. Next, the data is digitized and sent wirelessly for analysis on our cloud-based servers by our sophisticated algorithms. Today, when obstetricians connect to our INVU platform, they have access to a digital dashboard that contains fetal and maternal heart rate tracings recorded during the session and data derived from these measurements for all expectant mothers and unborn babies in their care that use our INVU platform. This data is comparable to the fetal viability checks that normally occur during in-office prenatal visits. Our INVU platform is also capable of integrating with other peripheral and medical devices, such as blood pressure cuffs, subject to and in accordance with FDA regulation, which would allow expectant mothers and their obstetricians to easily record and track important vitals all on one application to inform personalized care plans. In the future, we intend to seek FDA clearance to use advanced machine-learning and AI capabilities to analyze the data we collect to provide obstetricians and expectant mothers with significantly more actionable predictive data and insights. In order to do so, we have developed an external data platform which automatically captures and analyzes all data recorded by our INVU platform in research, clinical and commercial domains, to the extent we have a data sharing agreement in place, which we believe will enable the rapid development of future AI models. First, we plan to provide a rule-based decision support system based on the automation of existing clinical guidelines to support obstetricians in clinical decisions they are already making, which we believe will only require technical validation. Second, we plan to develop AI models aimed at providing obstetricians with new information they otherwise would not have access to, such as predicting risks before they become visible later in pregnancy, which will require clinical validation and FDA clearance. We are in various stages of development with our strategic partners. For example, mood disorder has reached the data collection and analysis stages, while some other AI models such as preeclampsia and diabetes are currently being conceptually designed. Currently, our products are categorized as Class II devices and subject to the premarket notification requirements under section 510(k) of the Federal Food, Drug, and Cosmetic Act of 1938, or FDCA. See "Business — Government Regulation — The 510(k) remarket Notification Pathway." Our INVU platform received 510(k) clearance from the 1 FDA to conduct a five minute trace of MHR and FHR for singleton pregnancies from the 32nd week of pregnancy until the beginning of labor in March 2020. We refer to this five minute trace as a fetal viability check and to this time frame as the INVU monitoring period. MUA, and its intended use, in conjunction with MHR and FHR, for NSTs, during the INVU monitoring period, received FDA clearance in May 2021, allowing us to perform fetal viability checks and measure MUA, and as a result, offer NSTs during the INVU monitoring period. We also received ISO 13485 certification in February 2020 for the development, manufacturing, marketing and sales of pregnancy monitoring devices. We are in the process of commercializing our INVU platform with an initial focus on large healthcare systems and obstetrician-physician practice management groups that practice value-based pregnancy care and that focus on value contracting with payers, mainly insurers and self-insured employers. In addition, obstetrician-physician practice management groups play a significant role in pregnancy care management during the INVU monitoring period, as they work with expectant mothers starting early in the pregnancy and therefore have a strong interest in improving pregnancy care during the period of pregnancy before labor, or antepartum period. We believe these groups will be most effective at implementing our technology in clinical practice due to the continuous flow of expectant mothers that they care for and their desire for improved outcomes at reduced cost that we believe our remote care platform will ultimately enable. We believe our INVU platform is the first device cleared to perform fetal viability checks and measure MUA during the antepartum period, and, as a result, offer NSTs, passively, remotely and through a self-administered wireless sensory band. Our technology acquires and records deep and rich data outputs during each monitoring session through our biopotential sensors, that detect electrical signals, and acoustic sensors, and extracts multiple physiological measurements from these data, including maternal and fetal electrocardiography, or mECG and fECG, and maternal and fetal phonocardiography, or mPCG and fPCG. We believe that these and other metrics based on our collected data will be critical to pregnancy management tests and procedures we plan to offer in the future. Over the longer term, we intend to conduct clinical trials to examine the impact of our INVU platform on monitoring compliance, quality of care and healthcare outcomes, as well as costs. If these trials demonstrate that our INVU platform increases monitoring compliance, improves quality of care and healthcare outcomes, as well as reduces payer costs, we expect this will drive adoption of our INVU platform. In December 2020, we entered into our first commercial contract with Axia Women s Health, or Axia, one of the largest obstetrician private practice group of physicians focused on women s health in the United States. We refer to our commercial contracts with major healthcare systems and obstetrician-physician practice management groups as enterprise level agreements. For a discussion of our current and intended enterprise level agreements, please see "Business — Overview — Our Revenue Model." If we demonstrate that our INVU platform increases monitoring compliance, improves quality of care and healthcare outcomes, as well as reduces payer costs, we expect to focus on seeking long-term contracts with payers that allow us to benefit from a percentage of any cost-savings that we achieve. We also believe that any cost-savings achieved from utilizing our INVU platform will incentivize payers to encourage their obstetrician networks and expectant mothers to utilize our INVU platform. We aspire to develop an INVU-centered ecosystem for broader pregnancy-related and mother-centric services, and to provide every expectant mother an opportunity for access to clinical-quality care for herself and her unborn baby, independent of her geographic location. As more expectant mothers have access to and use our INVU platform, we intend to use the increasing amount of data we capture and aggregate to identify patterns and trends that are associated with certain risks and outcomes that we expect will enable us to make highly useful and actionable predictive recommendations to benefit our user community of expectant mothers and obstetricians and population health in general. We intend to apply data algorithms and other innovative digital tools to conduct AI-powered machine learning and computer-based predictive analytics to make targeted predictive recommendations to individual expectant mothers who have health profiles for which we have identified particular, notable patterns and trends. We believe these predictive insights, such as identifying risks before they become visible later in pregnancy, will help obstetricians to improve monitoring schedules and frequency and identify appropriate times to intervene for individual pregnancies and facilitate population health strategies aimed at improving a specific population s health outcome as efficiencies are improved and costs are reduced. We expect that our ability to develop biomarkers and predictive analytics will set us apart from other pregnancy management monitoring systems and make us more effective at enabling proactive pregnancy management to improve outcomes for expectant mothers and unborn babies. Our innovative technology is protected by an extensive global patent portfolio consisting of 14 issued U.S. patents, 10 pending U.S. utility patent applications, 33 issued foreign patents, 12 pending foreign patent applications and two pending international, or PCT, patent applications, which we constantly review and seek to expand. We believe that we will be able to obtain patents relating to data input, the means of analysis and the output from such analysis. We believe 2 that our technology and the protection that we have afforded it currently give us a significant competitive advantage and is a barrier to competitors. Subject to the receipt of required regulatory clearances and approvals, we expect to further strengthen our INVU platform by gathering and analyzing more data and potentially identifying patterns and trends to develop predictive models and population health strategies. Our Market Opportunity According to Rabin Martin, a global health strategy firm, as of 2013, approximately $111 billion was being spent annually on prenatal and neonatal care in the United States. Our INVU solution, which has the potential to cover global prenatal monitoring throughout a pregnancy term, we believe represents about $45 billion of this total spend. In the United States, there are 3.75 million annual pregnancies of which 75% are treated as low-risk and 25% are treated as high-risk, according to UCSF Health and L.E.K. research and analysis. According to the Journal of the American Medical Association, or JAMA, low-risk pregnancies represent approximately $53 billion of spending and high-risk pregnancies represent approximately $58 billion of spending. Furthermore, according to the American Journal of Managed Care, or AJMC, the average national cost of childbirth admission for an individual with employer-sponsored insurance is approximately $14,000. We believe that this large, dynamic market is ripe for disruption for several reasons in addition to the shortage of obstetricians. First, the rise in adverse outcomes for infants and mothers, including increased mortality and an increase in high-risk pregnancies, or HRPs, requires better solutions. Second, current remote fetal monitoring technology is outdated, as it is primarily based upon cardiotocography, or CTG, which was designed for monitoring during labor and delivery, or intrapartum period, in clinics by experienced professionals. As a result, we believe it is significantly less reliable or accurate than monitoring provided in healthcare facilities, is not well-designed for self-administration and is ill-equipped to remotely monitor many pregnancy-related problems during the antepartum period. Third, the substantial costs of pregnancy care continues to increase without any meaningful corresponding improvement in results and, in some cases, results in a failure to receive care. Fourth, the United States is facing a growing and severe shortage of obstetricians during a time when better care is needed. Healthcare has been trending to telehealth infrastructure and remote monitoring solutions, such as INVU, for care delivery and practice revenue generation. The COVID-19 pandemic has also greatly accelerated the move to telehealth. According to the World Factbook, the United States currently ranks 52nd in the world for infant mortality, with 5.2 deaths per 1,000 live births, making it the most dangerous developed country to give birth in, behind many emerging countries. The American College of Obstetricians and Gynecologists, or ACOG, reported in 2017 that approximately 50% of U.S. counties did not have access to an obstetrician, and currently, there is a national shortage of approximately 9,000 obstetricians. This shortage is expected to increase to approximately 22,000 by 2050. In addition, according to 3 the Centers for Disease Control and Prevention, or CDC, approximately 50,000 women have avoidable complications from pregnancy, involving life-threatening labor and delivery complications. In addition, maternal mortality in the United States rose 145% from 1998 to 2018 with no signs of declining, according to The Commonwealth Fund. According to the World Health Organization, or WHO, globally, approximately 295,000 women died from preventable causes related to pregnancy in 2017, or approximately 810 women every day. According to a study published in 2017, approximately 36% of the pregnant women who participated in the study had at least one visit to the emergency department that was non-urgent. While WHO has recommended that C-sections should not exceed 10% to 15% of all deliveries in any country, the CDC reported more than 31% of all deliveries in the United States were by C-section in 2018. According to the March of Dimes, prolonged labor and pre-term labor each occur in approximately 10% of annual births, or approximately 380,000 births per year. We believe that our INVU platform has the potential to benefit from this market opportunity and our goal is to (i) optimize health outcomes for expectant mothers and unborn babies through the right care and support at the right time and from any location that the expectant mother chooses, and (ii) focus on value-based care through an emphasis on decreasing costs, while increasing quality of care, and improving the expectant mother s experience and health outcomes. Our Platform Our INVU platform was designed to allow expectant mothers to access prenatal care both at home and in the clinic according to their obstetrician s protocol, through a self-administered and easy to use wireless sensory band that connects to our cloud-based platform and provides personalized clinical-quality care in a virtual environment, in real time. Our technology is based on the actions of capture, compute and visualize, and was built to provide an inside view of the pregnancy through deep physiological measurements and advanced data analysis for purposes of providing better information to inform the care of expectant mothers and unborn babies. Through our INVU platform we are able to gather relevant data, analyze this data to report key maternal and fetal health metrics and, ultimately, in the future we expect to facilitate preventive care. The prescription initiated, protocol-driven process from the expectant mother s completion of monitoring to return of our device is demonstrated below. Our INVU platform is a holistic pregnancy care solution with two integrated components, hardware and software. The hardware component comprises a proprietary, wireless sensory band with multi-modality technology, which captures detailed and granular signals that we believe enables our INVU platform, after analysis of the signals, to provide more useful data relative to other remote and in-office monitoring devices. Our wireless sensory 4 band transmits signals from any location to the software component, a dynamic cloud computing environment that processes and analyzes data and, ultimately, transmits personalized reports on key maternal and fetal health metrics to the expectant mother and her obstetrician through digital visualization tools. This capture, compute and visualization process is demonstrated below. Key Attributes We believe our INVU platform provides the following key benefits for expectant mothers, unborn babies, obstetricians and payers: Increased access to care: Expectant mothers can access clinical-quality pregnancy care anytime, anywhere during the antepartum period subject to any restrictions as to time and place in any FDA clearance, without the need to travel to medical offices or spend time in waiting rooms and regardless of obstetrician proximity. Obstetricians can access medical-grade data from any location they desire through a digital dashboard that displays key maternal and fetal health metrics from the expectant mothers and unborn babies that they care for who use our INVU platform. Improved user experience: Expectant mothers can administer our wireless sensory band without assistance from a medical professional. Obstetricians can integrate our INVU platform with other existing systems and protocols, subject to FDA clearance in some cases, can easily schedule monitoring sessions and conduct monitoring on short notice on a near real time basis if concerns arise, and can send messages to the expectant mothers in their care. Reduced cost of care: We believe that use of our INVU platform will lead to fewer required in-person visits by expectant mothers to obstetricians and healthcare facilities, and ultimately fewer procedures, which would result in lower costs across the healthcare system. Improved outcomes: We believe that expectant mothers will be more likely to comply with our monitoring protocols, which, together with other benefits of our INVU platform, has the potential to result in better health outcomes if the frequency of complications and other events, such as C-sections, emergency department visits, hospital stays and NICU stays are reduced. Improved population health strategies: We believe that our future ability to analyze aggregated data will enable us to make highly useful and actionable predictive recommendations which will result in a healthier population of expectant mothers and unborn babies. 5 We believe our INVU platform is the only platform that contains all of the above attributes and that also (i) utilizes multimodality technology in one instrument to monitor pregnancy, (ii) utilizes ECG and PCG for remote monitoring, (iii) can monitor continuously, passively and remotely in accordance with obstetrician-prescribed protocol when the expectant mother is wearing our wireless sensory band, (iv) provides substantially equivalent results to CTG, which is the existing standard of care for pregnancy care monitoring and offers NSTs passively, remotely and through self-administration during the INVU monitoring period, (v) delivers high resolution and personalized medical-grade data to the obstetrician and the expectant mother and (vi) has the potential to aggregate data and apply innovative digital tools to make targeted predictive recommendations, as well as enable population health strategies. Future Plans and Expectations We intend to seek clearance to extend our INVU monitoring period as well as report other measurements. If we obtain additional clearances to report other measurements that our INVU platform is able to capture, compute and visualize, we will be able to provide and market additional pregnancy health metrics to participants in the pregnancy care management process, including expectant mothers and obstetricians. We intend to utilize the data we collect, combined with external guidelines, to establish cloud-based decision support systems. We also expect to add external data provided by third-party sources such as Hadassah Medical Organization, or Hadassah, and harmonize all data we have collected into one cohesive set. We intend to develop decision support tools to analyze the data we collect to develop and execute new personalized care protocols and population health strategies which we believe will enhance our value-based care model. We also intend to apply data algorithms and other innovative digital tools to conduct AI-powered machine learning computer analyses to identify patterns and trends based on the data and to develop predictive models to ultimately enable population health strategies. These population health strategies are expected to (i) enable us to develop and validate personalized care protocols and population health strategies and ultimately be able to make AI-based recommendations, including as to digital and other therapies, that will enhance preemptive care and provide predictive insights to tackle significant pregnancy challenges, and (ii) assist us in building our data-driven digital healthcare platform, increasing our revenues and realizing our vision to become the standard of care for remote pregnancy monitoring and pregnancy care management. In addition to providing better care for expectant mothers and unborn babies, we believe that as our INVU platform develops, obstetricians will be able to use existing and expanded current procedural terminology, or CPT, codes for reimbursement for expectant mothers utilizing our platform and to employ our INVU platform, to maintain or increase their revenue and improve effectiveness. This is due, in part, to the additional efficiencies which we believe will allow them to increase the number of expectant mothers they care for and be more available when procedures are required. To convince more obstetricians, we will need to present sufficient impact evidence of the increased monitoring compliance, improved quality of care and healthcare outcomes, as well as reduced payer costs, obtained from our services to our initial obstetricians. If we can provide such evidence, we believe our strategic partners will be more likely to incentivize payers to enter into value contracts and partner with them, and payers will be more likely to encourage their obstetrician networks and expectant mothers to utilize our services. As part of our operational strategy, we expect to establish a third-party operated servicing center where our wireless sensory bands will be prepared for use by the next expectant mother after thorough cleaning and quality control testing and, if needed, fixing and refurbishing, which could involve replacement of some sensors. See "Business — Manufacturing and Supply." We believe that, on average, a wireless sensory band should be viable for approximately 12 mothers over a two-year period before needing to be replaced. Our Revenue Model Current State We have recently begun to commercialize our INVU platform. Currently, we have one enterprise level contract which we entered into in December 2020 with Axia, one of the largest obstetrician private practice group of physicians focused on women s health in the United States which in recent years, accounted for approximately 30,000 births annually and is a leading proponent of value-based care. See "Business — Overview — Our Revenue Model — Current State" for more information. 6 Future State We intend to focus on the most significant providers of prenatal care in the United States that often control the entire pregnancy journey. Our primary initial customer focus is on long-term enterprise level contracts with larger obstetrician-physician practice management groups, such as Axia, and renowned U.S. healthcare systems. If we establish evidence of the short and long-term benefits of our INVU platform and our ability to generate value for payers, we aim to seek long-term contracts with payers, primarily insurers and self-insured employers. We believe that the data we expect to acquire from expectant mothers and unborn babies we monitor as we expand and improve our pregnancy care platform, the clinical innovation that we expect to result from the decision support tools we expect to develop and the insights we expect to gain and predictive models created based on our analysis of such data with these tools, will lead to increased efficiency and improved outcomes. We expect these improvements will, in turn, generate cost savings and result in higher profitability through individual and population health strategies. We intend to monetize these capabilities, if developed, by selling to payers the anonymized population insights we obtain through our INVU platform, and by sharing in the cost savings that payers realize from these insights. See "Business — Overview — Our Revenue Model — Future State" for more information. Our Strategic Partnerships We believe our strategic partnerships are fundamental to our current and future business model. We have a structured business development process to map the landscape of potential strategic partners. Over time, we have developed and cultivated a number of strategic relationships and we are seeking to develop additional relationships in each of the three categories described below. Implementers Implementers are provider partners with an installed base of clinicians that understand how to prescribe and use our INVU platform for the expectant mothers under their care. Our current implementers include Axia, Babyscripts and a medical institution located in the Pacific United States. Axia is one of the largest obstetrician private practice group of physicians in the United States focused on women s health, accounting for approximately 30,000 births annually in recent years. Implementation within Axia s care delivery will also monitor for provider and patient satisfaction and NST services. Our ultimate goal is to have up to 80% to 100% of Axia s population of expectant mothers utilizing our INVU platform, and to seek payer/provider partnership, per our enterprise contract. Babyscripts is a leading virtual care platform for managing obstetrics, with which we entered into a collaboration in late September 2021 to offer non-stress tests by INVU, within Babyscripts commercial ecosystem, which includes approximately 200,000 unique pregnancies across 30 states. In recent years, the medical institution located in the Pacific United States has cared for over one-third of the births of the state where it is located and a disproportionate amount of the HRPs of the state, and is currently studying shifting delivery of care to a remote setting and the ability to obtain shared savings, primarily through reducing transportation costs and operational inefficiencies, using our INVU platform. If successful, we intend to negotiate a payer-involved enterprise agreement with such medical institution. We are also in discussions with other obstetrician-physician practice management groups with scale, size and value contracting ability and regional healthcare systems with affiliate health plans. Validators Validators are academic medical institutions that have experience in building robust clinical evidence based on our already developed INVU platform to create new care pathways backed by key opinion leaders. Our initial validators are the University of Pennsylvania, or UPenn, as well as an academic medical institution located in the South Central United States. UPenn has been a key academic partner since our inception, and has already run clinical trials for comparative endpoints for MHR, FHR and MUA. It is conducting an NST operational viability trial seeking to validate our INVU platform s NST capabilities for home use HRP. We expect to continue to work with UPenn to validate the most important aspects of our INVU platform. The academic medical institution located in the South Central United States participated with UPenn in the completed study comparing MUA to intrauterine pressure catheter, or IUPC, and is working with us to evaluate innovative rural management solutions through INVU remote monitoring. 7 Pioneers Pioneers are research experts, mainly academic centers, with specific domain expertise that have the goal of advancing pregnancy care and have the ability to analyze our rich and robust data signals to help determine predictive markers through such data. We anticipate that most of our pioneers will have clinical champions or data and research scientists specialized in their specific domain. Currently, a lab affiliated with the University of Utah s Psychology Department and Hadasit Medical Research Services & Development, Ltd., or Hadasit, are our first pioneers, and we have strong relationships with other potential pioneers with whom we are in discussions to develop other predictive markers for such indications as diabetes, preeclampsia and mood disorders. The University of Utah is conducting a study, sponsored by a National Institute of Mental Health, or NIMH grant, of maternal mood disorders through an analysis of MHR and FHR variability, from which we intend to develop a predictive biomarker for mood disorder in pregnant women. The study is expected to involve 200 subjects and be completed within two years from March 2021. The University of Utah chose our INVU platform because of its remote monitoring capabilities and the superior resolution of its data, including the ability to measure beat-by-beat HR variability. Hadasit is working with us to commence a future study, which will utilize its extensive pregnancy care database, to develop and validate AI-based predictive capabilities of our INVU platform for FHR, maternal and neonatal clinical outcome-related measures and the ability to predict the likelihood of C-sections. We continue to actively and deliberately reach out across our entire strategic growth map to new potential implementers, validators and pioneers directly, through our developing network or via scientific collaboration. Our Competitive Advantages We believe the following combination of strengths, capabilities and features of our data-driven connected pregnancy care management platform distinguishes us from our competitors and positions us to successfully compete, to address certain market opportunities and weaknesses, and to disrupt the pregnancy care management and monitoring market, through our innovative INVU platform. We also believe that this market will show significant growth over the next years and decades, and that we are well-positioned to benefit from such growth. Our INVU platform increases access to care through a remote solution. In recent years, telehealth infrastructure and remote monitoring solutions have become indispensable tools for care delivery and medical practice revenue generation. Pregnancy care has lagged behind other medical fields with respect to remote care due to difficulty in developing remote technology that can be easily administered early in the pregnancy without assistance and that provides monitoring within protocols at home that yield substantially equivalent results as the current standard of care obtained within healthcare facilities. Through clinical studies, we have established that our INVU platform is capable of providing substantially equivalent fetal viability measurements and offering NSTs, which capabilities are based on HR beat-by-beat detection technology, and MUA measurements, as applicable. Our INVU platform, which we believe is the only platform that uses new technology cleared by the FDA for pregnancy monitoring during the antepartum period, will be of particular benefit to three types of expectant mothers: Those living in rural areas without access to care, or those whose clinics see a high volume of expectant mothers; expectant mothers with low-risk pregnancies, or LRPs, who can enjoy greater freedoms associated with remote visits; and expectant mothers with HRPs who can also travel less frequently for in-office visits and should enjoy more flexibility and freedom in receiving the proper level of care that they need. In addition, COVID-19 and variants of the virus have further accelerated acceptance of remote preventive care by both care providers and patients. We believe our INVU platform will be unmatched in remote care and in distributing access to safe and enhanced pregnancy care. Our wireless sensory band is designed to be self-administered by expectant mothers both at home and in the clinic. Our wireless sensory band was designed from the perspective of the expectant mother to be easy to use and applied by the expectant mother. We continue to modify the material and fabric of our wireless sensory band to maximize comfort in addition to ease of use. Most other devices that are labeled as remote-use devices are, in effect, miniaturized CTGs, which have proven to be difficult to properly self-administer without assistance from a medical professional. We believe an expectant mother s ability to utilize our INVU platform both at home and in the clinic, and without assistance, significantly enhances the expectant mother s experience, and we expect will increase compliance with routine monitoring protocols. Our INVU platform has the potential to enable proactive pregnancy management, which we believe will result in better outcomes. Today, our INVU platform is capable of helping obstetricians provide expectant mothers with routine prenatal care and offer NSTs, in each case during the INVU monitoring period for singleton pregnancies. As we 8 offer more NSTs, we will capture more data in a less costly manner, which we believe, among other things, will help to identify patterns and trends that may allow detection of certain complications earlier and facilitate timely intervention. As we continue to utilize our measurement capabilities, we also expect to develop biomarkers and predictive analytics, which we believe will set us apart from our competitors and make us more effective at enabling proactive pregnancy management to improve outcomes for expectant mothers and unborn babies. Our INVU platform should make clinical-quality remote pregnancy care more attractive for obstetricians and payers, which we believe will increase adoption as a new standard of care. We believe obstetricians will be incentivized to prescribe our solution because they will gain access to medical-grade data remotely, efficiently and with less effort for both expectant mother and obstetrician. These features are tangible differentiators in the practitioners service offerings, which we expect to create the opportunity to strengthen the relationship to the expectant mother via virtual visits, while also potentially enabling increased compliance and better outcomes. Ultimately, the ability for improved virtual access to the expectant mothers they care for may allow obstetricians to reallocate scarce resources to cases where their physical presence and care is otherwise required. We believe payers will be incentivized to adopt our solution as a way to rationalize systemic healthcare costs. Even expectant mothers with LRPs should benefit through their improved access to basic prenatal care and virtual triaging and visits, as well as on transportation, childcare, and missed work costs, among other costs. As we commercialize our INVU platform, we believe we will be able to provide impact evidence to obstetricians and payers of the cost-benefits of our solution. Our distributed care technology provides detailed data to enable population health strategies, and our database becomes harder to replicate as it grows. Through our advanced, multi-modality pregnancy monitoring technology, we believe we capture more detailed and granular signals and multiple physiological measurements, remotely, passively and in near real time, and acquire significantly more data from the expectant mother and unborn baby than other pregnancy monitoring systems. As we validate, aggregate and analyze data with respect to other physiological measurements, we will strengthen our predictive abilities and, we believe, will eventually be successful in tackling significant pregnancy challenges. As our database increases with additional expectant mothers being monitored and data from clinical studies and other third-party sources, we plan to aggregate data in the cloud and combine it with existing guidelines to develop decision support systems, harmonize our data into one cohesive set, and apply data algorithms and other innovative digital tools to conduct AI-powered machine learning and computer-based predictive analytics. In addition, we expect these results will enable us to develop personalized and predictive care pathways for expectant mothers and unborn babies, make Al-based recommendations for treatment to the obstetrician, and provide more personalized care and better outcomes for expectant mothers and unborn babies. In addition, we believe these results will enable us to develop population health strategies to tackle significant pregnancy challenges. As a result, we believe that we will be able to increase our revenues, make it harder for competitors to replicate our capabilities and establish INVU as the standard for pregnancy care management. We have a comprehensive intellectual property portfolio. Our innovative technology is protected by an extensive global patent portfolio consisting of 11 issued U.S. utility patents, 10 pending U.S. utility patent applications, 26 issued foreign utility patents, 12 pending foreign utility patent applications and two PCT patent applications. Our patent portfolio also includes three issued U.S. design patents and seven issued foreign design patents. In addition, we own trade secrets and research and development know-how supporting our INVU platform. Our comprehensive portfolio of intellectual property enables our highly advanced INVU platform, and we believe it would be difficult for a competitor to develop an equivalent product without considerable time and expense. Our senior management team and Board have deep industry experience. Our organization is characterized by a strong, entrepreneurial corporate culture that fosters our vision of improved, remote, accessible and affordable pregnancy management. Our founder is a major shareholder who drives our focus on long-term success in our mission to become the standard of care for remote pregnancy monitoring and pregnancy care management. Our senior management team and Board consist of seasoned medical device and other professionals, with a wide array of experience. Our Board has significant and diverse public market expertise in small and large U.S.-listed entities, as well as executive leadership experience in listed digital healthcare companies. Together, we have over a century of experience in operating, growing and overseeing multi-national companies and healthcare related businesses. We believe our mission-driven team spirit, diverse background and significant experience in our industry, positions us to excel and deliver against our strategic objectives. See "Business — Our Competitive Advantages" for more information about the strengths of our platform. 9 Our Growth Strategies Our goal is to become the standard of care for remote pregnancy monitoring and pregnancy care management through the development of our INVU platform. To achieve our growth plan, we expect to employ the following core strategies: Continue to scale our operations in the United States to accelerate the adoption of our INVU platform. We expect to continue to scale our business in the United States by hiring additional U.S.-based managers as well as sales and marketing and end-user support personnel to enhance our ability to acquire customers and retain and grow these relationships. We expect that by expanding our U.S. team, we will acquire additional commercial expertise that will enable us to grow our customer and revenue base by continuing to cultivate satisfied customers and building key relationships with U.S. medical societies, which we believe will position us to create the value and tools required to win in an evolving competitive landscape. Build a growing user and partner base through a stepwise approach, from providers to payers, while investing in expanding awareness of our INVU platform. We envision our stepwise approach to include a strategy that initially focuses on care providers and subsequently on attracting payer networks, which we believe will provide us with access to the largest population of expectant mothers. We expect strategic partnerships with care providers, such as Axia, to increase traction for our services and allow us to scale more quickly. We believe we have a healthy pipeline of U.S. and international providers and payers of strategic relevance, which we believe we will be able to convert to long-term partners and customers over time. In addition, we intend to spend considerable time and money seeking to educate expectant mothers and their obstetricians about the benefits of our remote monitoring technology. We expect that increased awareness among these groups will highlight the benefits of our INVU platform, including ease of use, cost savings, access, and quality of data, which should increase adoption and accelerate our growth. Aggregate the data we capture to identify patterns and trends that will enable us to make predictive recommendations to benefit our user community and population health in general. Our INVU platform is currently capable of collecting a significant amount of detailed and granular data from each expectant mother whenever the expectant mother is wearing our wireless sensory band. As we validate, aggregate and analyze data with respect to other physiological measurements, we will strengthen our predictive abilities and, we believe, will eventually be successful in tackling significant pregnancy challenges, such as C-sections, preeclampsia, fetal and maternal arrhythmia and mood disorder. Our predictive insights, such as identifying risks before they become visible later in a pregnancy, will help obstetricians to improve monitoring schedules and frequency and identify appropriate times to intervene, both for individual pregnancies and population health applications. These capabilities, if developed, may facilitate a more efficient use of resources and lead to improved outcomes, which we believe will further enhance our value-based care model and, in turn, generate cost savings for our payer partners. We intend to monetize these capabilities by selling to payers the anonymized population insights that we obtain through our INVU platform, and by sharing in the cost savings that payers realize from these insights. We expect that these strategies will set us apart from other pregnancy management monitoring systems in the future. Continue investing in research and development to enhance the quality and performance of our INVU platform. We believe that continued investment in our research and development capabilities will enable us to obtain additional regulatory clearances to support the expansion of our service offerings from our INVU platform. We believe we are one of a few remote providers able to capture, compute and visualize this data to obstetricians. Next, we plan to develop and utilize the measurements within our capabilities to power and fuel our predictive model. We may also expand our offerings by seeking clearance to provide some of these measurements to expectant mothers and obstetricians. We expect that continued investment in research and development will allow us to improve our product offerings and enable our products to become the standard of care for remote pregnancy monitoring and pregnancy care management. We believe that maintaining and growing our intellectual property portfolio will protect and expand our competitive position. See "— Our Competitive Advantages" and "Business — Research and Development." We intend to expand our reach globally. Our ambition is to improve pregnancy care globally. We intend to file for a CE mark in Europe in 2022, which if approved, should allow us to offer NSTs using our FHR, MHR and MUA capabilities in certain circumstances. Our business development work in this region indicates substantial demand for our solutions. We are in discussions already in Germany and Israel with various enterprise-level healthcare systems as well as payer networks. As we obtain clearances and approvals in these and other jurisdictions, we believe our expanded reach will allow us to become a global leader in pregnancy solutions from the first days of pregnancy onward. As we scale globally, we expect to maintain our fundamental approach to commercialization to focus on building strong relationships with local care networks and payers as our anchor partners. 10 See "Business — Our Growth Strategies" for more information about how we intend to further develop our platform going forward. Recent Developments Senior Management Appointment In August 2021, Kelly Londy was appointed our Chief Executive Officer. Prior to joining us, Ms. Londy served as Chief Executive Officer of Innoblative Designs, Inc., an early-stage medical device company, where she led product development, regulatory strategy, go-to-market process and fundraising to support multiple indications and market access development. Ms. Londy succeeds Oren Oz, founder and former Chief Executive Officer, who has transitioned to the role of our Chief Innovation Officer and remains a member of our Board of Directors. SAFEs We entered into Simple Agreements for Future Equity, or SAFEs, with several existing shareholders and new investors, pursuant to which we issued to the investors the right to acquire certain shares of our share capital in exchange for payment by the investors, subject to certain terms and conditions. During 2020, a total of approximately $2.4 million was raised through SAFEs. From January 2021 through August 2021, we entered into additional SAFEs for approximately $18.1 million. The SAFEs entered into prior to April 26, 2021, as revised, in an aggregate amount of approximately $15.0 million provide for a pre-money valuation cap of $200 million, in the event of a Liquidity Event (as defined below), and a 15% discount conversion rate, or the Discount Rate, in the event of an Equity Financing (as defined below). The SAFEs entered into on or after April 26, 2021 contain substantially identical terms but provide for a pre-money valuation cap of $625 million and a 25% Discount Rate. These SAFEs will convert into ordinary shares in the event of: (i) an equity financing in which we issue and sell shares of equity for proceeds of at least $20.0 million, or an Equity Financing or (ii) either a change of control transaction or an initial public offering, whichever occurs sooner, which in each case is referred to as a Liquidity Event. Upon the occurrence of a Liquidity Event, the investor will, at its discretion, receive either a cash repayment (without interest) or shares of the most senior series. In the event of a conversion, the conversion price is calculated as either: (i) in the case of an Equity Financing, either (a) the price per share of the ordinary shares sold in connection with the Equity Financing less the Discount Rate when the pre-money valuation is less than $200 million or $625 million, as applicable, or (b) the price per ordinary share equal to the pre-money valuation cap divided by our outstanding capitalization in effect immediately prior to the Equity Financing, calculated on an as-converted and fully diluted basis when the pre-money valuation is greater than $200 million or $625 million, as applicable, and (ii) in the case of a Liquidity Event, the price per ordinary share equal to the pre-money valuation cap divided by our outstanding capitalization in effect immediately prior to the Liquidity Event, calculated on an as-converted and fully diluted basis. In October and November 2021, we entered into SAFEs with certain investors in a financing round pursuant to which $25.7 million was raised. The terms of these SAFEs are identical to the SAFEs entered into on or after April 26, 2021, except that (i) the definition of Equity Financing contemplates an equity offering, including an initial public offering, of at least $30.0 million, (ii) instead of a Liquidity Event, there is a conversion trigger upon a Change of Control (as defined therein), in which case the conversion price is calculated as the price per share received by either the Company or its shareholders in connection with the Change of Control less the Discount Rate, divided by our outstanding capitalization in effect immediately prior to the Equity Financing, calculated on an as-converted and fully diluted basis, and (iii) the funds received from these SAFEs were placed into an escrow account and will be returned to investors if no Equity Financing or Change of Control occurs by December 31, 2021, unless we and the investors agree to extend such date. In December 2021, we and all of the SAFEs entered into during October and November of 2021 executed amendments to such SAFEs, pursuant to which such investors agreed (i) to revise the definition of Equity Financing to contemplate an equity offering, including an initial public offering, regardless of the aggregate offering size and (ii) that upon consummation of an initial public offering, such as this offering, the funds held in escrow representing the purchase price of such SAFEs shall be released to the Company. 11 This offering will constitute (i) a Liquidity Event under the SAFEs entered into prior to April 26, 2021, and the investors will be entitled to receive either a cash repayment (without interest) or our ordinary shares at their discretion, and (ii) an Equity Financing under the SAFEs entered into on and after April 26, 2021, and the applicable investor will be entitled to receive our ordinary shares, in each case pursuant to the terms of the SAFEs. New Commercial Relationships Charit — Universit tsmedizin Berlin and Berlin Institute of Health at Charite (BIH) (collectively, "Charit ") is one of Europe s largest university hospitals, affiliated with Humboldt University and Free University Berlin. Pursuant to our Evaluation Agreement with Charit , dated as of September 29, 2021 (the "Charit Agreement"), we have agreed to sponsor a clinical trial within and carried out by Charit in Berlin, Germany that focuses on shifting the delivery of care from hospitals to home settings for routine pregnancies. Philips North America LLC ("Philips") is a leading health technology company focused on improving people s health and well-being, and enabling better outcomes across the health continuum — from healthy living and prevention, to diagnosis, treatment and home care. Pursuant to the Master Pilot Study Cooperation Agreement, dated October 29, 2021 (the "Philips Agreement"), the parties have agreed to cooperate on improving the prenatal care experience for patients, providers and payers alike. Sheba Medical Center ("Sheba") is the largest hospital in Israel. The letter of intent entered into on October 31, 2021 (the "Sheba LOI") contemplates that, together with Sheba s deployment of INVU, the parties will collaborate on the development of personalized care pathways, predictive/prescriptive analytics, and other care delivery data-management tools, all of which would largely utilize AI in different capacities. IHC Health Services, Inc. ("Intermountain"), with a team of more than 41,000 caregivers, is an integrated, not-for-profit health system based in Salt Lake City, Utah, with clinics, a medical group, affiliate networks, hospitals, homecare, telehealth, health insurance plans, and other services. Pursuant to the Clinical Trial Agreement, dated November 10, 2021 (the "IHC Agreement"), Intermountain has agreed to carry out a two-part study sponsored by us, entitled "A Single center, Open-Label, Prospective Clinical Study evaluating the data utility and usability of remote NST performed by INVU system." Unified Women s Healthcare, LP ("Unified") is a diversified women s health company, which collectively supports more than 2,500 providers across nearly 900 locations in North America. Pursuant to the Collaboration Agreement, dated November 16, 2021 (the "Unified Agreement"), we and Unified agreed to pursue an early stage collaboration that will seek to advance pre-natal care through the use of INVU with Unified s advanced care delivery practices in order to better manage at-risk pregnancies. For a further description of each of the Charit Agreement, the Philips Agreement, the Sheba LOI and the Unified Agreement, see "Business — Recent Developments — New Commercial Relationships." Share Split Immediately prior to the completion of this offering, we intend to declare a 1-for-1.20528932832588 share split of all outstanding ordinary shares. See "Description of Capital Stock." Private Placement We have entered into a purchase agreement with Axxion SA, who will purchase the Axxion Warrant for $10 million, which warrant is exercisable to purchase up to 666,667 ordinary shares, subject to the Beneficial Ownership Limitation described below, at an exercise price of $0.01 per share, which represents an effective price per share approximately equal to the initial public offering price per share, in a separate private placement transaction. The underwriter serves as placement agent for the private placement. The closing of the private placement and the closing of this offering are conditioned upon each other. The issuance and sale of the Axxion Warrant is being made in reliance on an exemption from registration contained in Regulation S under the Securities Act. The Axxion Warrant is not registered by the registration statement of which this prospectus is a part and has not been registered under the Securities Act, and may be offered or sold only pursuant to an effective registration statement or pursuant to an available exemption from the registration requirements of the Securities Act. 12 Duration and Exercise Price The Axxion Warrant will be exercisable immediately, subject to the Beneficial Ownership Limitation, and will expire ten years from the date of this prospectus. The exercise price and number of ordinary shares issuable upon exercise of the Axxion Warrant are subject to appropriate adjustment in the event of dividends, share splits, reorganizations or similar events affecting ordinary shares and the exercise price. The Axxion Warrant will be issued in certificated form only. Exercisability The Axxion Warrant will be exercisable, at the option of the holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of ordinary shares purchased upon such exercise (except in the case of a cashless exercise as discussed below). The holder will not have the right to exercise the Axxion Warrant, in whole or in part, if the holder (together with its affiliates) would beneficially own in excess of 9.99% of the number of our ordinary shares outstanding immediately after giving effect to the exercise, as such percentage is determined, from time to time, in accordance with the terms of the Axxion Warrant (the "Beneficial Ownership Limitation"). Cashless Exercise If, at the time a holder exercises the Axxion Warrant, a registration statement registering the issuance of ordinary shares underlying such warrant under the Securities Act is not then effective or available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of ordinary shares determined according to a formula set forth in the Axxion Warrant. Fundamental Transactions In the event of any fundamental transaction, as described in the Axxion Warrant, including any merger with or into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of ordinary shares, upon any subsequent exercise of the Axxion Warrant, while the Axxion Warrant is outstanding, the holder will have the right to receive as alternative consideration, for each ordinary share that the holder would have received upon such holder s exercise of the Axxion Warrant into ordinary shares (without giving effect to any limitation as a result of the Beneficial Ownership Limitation) immediately prior to the occurrence of such fundamental transaction, the number of ordinary shares of the successor or acquiring corporation or of our Company, if it is the surviving corporation, and any additional consideration receivable upon or as a result of such transaction by a holder of the number of ordinary shares for which the holder would have received upon such holder s exercise of the Axxion Warrant into ordinary shares (without giving effect to any limitation as a result of the Beneficial Ownership Limitation) immediately prior to the occurrence of such fundamental transaction. Transferability The Axxion Warrant and the shares issuable upon exercise of the Axxion Warrant will not be subject to the restrictions on transfer set forth in a lock-up agreement with the underwriter for this offering. Subject to applicable laws and a standard legend with regard to restriction on transfer only in compliance with a public offering or an available exemption therefrom, the Axxion Warrant may be transferred at the option of the holder upon surrender of a Axxion Warrant to us together with the appropriate instruments of transfer. Right as a Shareholder Except as otherwise provided in the Axxion Warrant or by virtue of the holder s ownership of ordinary shares, the holder of the Axxion Warrant does not have the rights or privileges of a holder of ordinary shares, including any voting rights, until such holder exercises the Axxion Warrant. Waivers and Amendments No term of the Axxion Warrant may be amended or waived without our written consent or the written consent of the holder of the Axxion Warrant. 13 Implications of Being an Emerging Growth Company and a Smaller Reporting Company As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For as long as we are an emerging growth company, we will not be required to comply with certain requirements that are applicable to other public companies that are not emerging growth companies, including the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, and we may also take advantage of certain reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, as an emerging growth company, we may take advantage of certain reduced reporting obligations, including a requirement to have only two years of audited financial statements and only two years of related management s discussion and analysis of financial condition and results of operations disclosure in this prospectus. We may choose to take advantage of some but not all of these reduced burdens. We have taken advantage of many of these reduced burdens in this prospectus, and intend to do so in future filings. As a result, the information we provide shareholders may be different than the comparable information you may get from other public companies that are not emerging growth companies. In addition, the JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until those standards apply to private companies. We have elected to avail ourselves of this exemption. We will remain an emerging growth company until the earliest to occur of: the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; the last day of the fiscal year in which we qualify as a "large accelerated filer;" the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; and the last day of the fiscal year in which the fifth anniversary of this offering occurs. We are also a "smaller reporting company," meaning that the market value of our stock held by non-affiliates plus the proposed aggregate amount of gross proceeds to us as a result of this offering is expected to be less than $700 million, and our annual revenues were less than $100 million during our most recently completed fiscal year. We may continue to be a smaller reporting company after this offering if either (i) the market value of our ordinary shares held by non-affiliates is less than $250 million as of the last business day of our second fiscal quarter or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our ordinary shares held by non-affiliates is less than $700 million as of the last business day of our second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, then we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K, and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation as compared to companies that are neither emerging growth companies or smaller reporting companies. Summary
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001862327_infinite_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001862327_infinite_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5d500194406c9e507f30360d4bd4147aab68b70e
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001862327_infinite_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to all of our shareholders immediately prior to the date of this prospectus, including all of our officers and directors to the extent they hold such shares; LionTree are to LionTree LLC, an affiliate of our sponsor; LionTree Advisors are to LionTree Advisors LLC, an affiliate of LionTree; management or our management team are to our executive officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; sponsor are to Infinite Sponsor, LLC, a Delaware limited liability company; Thirty Five Ventures are to Thirty Five Ventures LLC, an affiliate of our sponsor; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent that they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; and we, us, our, company, or our company are to Infinite Acquisition Corp., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.SUBJECT TO COMPLETION, DATED NOVEMBER 15, 2021 Preliminary Prospectus Infinite Acquisition Corp. $200,000,000 20,000,000 Units Infinite Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 21 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Infinite Sponsor, LLC, has agreed to purchase 10,000,000 warrants (or 11,200,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, in a private placement to occur concurrently with the closing of this offering. The private placement warrants are identical to the warrants sold in this offering, subject to certain limited exceptions as described in this prospectus. Our sponsor currently owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol NFNT.U. We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on NYSE under the symbols NFNT and NFNT WS, respectively, on the 52nd day following the date of this prospectus unless the representative of the underwriters permits earlier separate trading and we have satisfied certain conditions. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 35 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $200,000,000 Underwriting discounts and commissions(1) $0.55 $11,000,000 Proceeds, before expenses, to us $9.45 $189,000,000 (1) Includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of underwriting compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $204,000,000, or $234,600,000 if the underwriters over-allotment option is exercised in full ($10.20 per unit in either case), will be deposited into a trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. LionTree Advisors LLC ( LionTree Advisors ) is acting as our financial advisor, to provide financial consulting services, consisting of a review of deal structure and terms and related structuring advice in connection with this offering, for which LionTree Advisors will receive a fee of up to (i) $1,600,000 (or $1,840,000 if the underwriters over-allotment option is exercised in full), which will be payable upon the closing of this offering, and (ii) $2,800,000 (or $3,220,000 if the underwriters over-allotment option is exercised in full), which will be payable upon the closing of our initial business combination. We are solely responsible for these fees, but the underwriters have agreed to reimburse us for such fees. See Underwriting. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Credit Suisse The date of this prospectus is , 2021. TABLE OF CONTENTS GENERAL We are a newly organized blank check company incorporated on March 29, 2021 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial business combination. While we may pursue an acquisition opportunity in any business industry or sector, we intend to capitalize on the ability of our management team to focus on large addressable markets undergoing profound structural and generational change, accelerated by a need for greater equity among all stakeholders. In the last decade, we have seen a global shift to the digital economy as technology has enabled unlimited consumer choice, boundless scale, and uncapped opportunities. The full emergence of the internet economy has effectively unlocked a previously tethered system, where monetization possibilities are no longer constrained by legacy business models. From this new unlocked system, there is an increasingly empowered and emboldened consumer. The historical barriers separating the individual from the company or the brand are no more, and companies that recognize, maximize and perpetuate the permanence of this direct-to-consumer dynamic will be the next generation of winners. We will seek visionary founders leading technology-enabled platforms disrupting the traditional worlds of sports, health, wellness, food, commerce, and culture through their unique relationship with the consumer. We will pursue acquisitions of platforms that are creating communities around their brands, listening to what their consumers want and fulfilling those wants in innovative and unprecedented ways. We believe the unique reach, influence access, prominence and investing track record of Mr. Durant and Mr. Kleiman combined with the extensive scope of LionTree's relationships, strategic network and proprietary deal flow makes us a highly unique and differentiated partner to potential target businesses and will enhance our ability to effectuate an attractive business combination. OUR SPONSORS Our sponsor is a 50-50 partnership between Thirty Five Ventures, co-founded and led by NBA superstar Kevin Durant and entrepreneur Rich Kleiman, and LionTree, a leading investment and merchant bank. The history of the working relationship between the principals of the two organizations goes back for several years. We believe the combined capabilities of both Thirty Five Ventures and LionTree, highlighted by our core sector overlap and highly complementary unique attributes, create a differentiated sponsor that we believe will provide competitive advantages in sourcing, effecting an attractive combination and driving long-term value for our shareholders. THIRTY FIVE VENTURES Thirty Five Ventures was founded in 2016 by Mr. Durant and Mr. Kleiman on the shared belief that the access, global reach and influence of an NBA superstar of Mr. Durant s caliber would create unique investment and business opportunities well beyond traditional athlete endorsements. During Mr. Durant s years with the Golden State Warriors from 2016-2019, he and Mr. Kleiman immersed themselves in the Silicon Valley ecosystem, building deep relationships that have since led to their invitation into some of the most high profile venture deals, including notable companies and entities such as Postmates, Acorns, Whoop, Overtime, Caffeine, Robinhood, and Coinbase. In addition to venture stage opportunities, Thirty Five Ventures also invested in MLS s Philadelphia Union and has pursued real estate investments, including a commercial building in Suitland, MD. Mr. Durant and Mr. Kleiman are also focusing their efforts on building an infrastructure at Thirty Five Ventures from which they could launch their own businesses, including: Boardroom, a sports business media platform featuring digital video series, podcasts, e-newsletter, feature news articles, and digital and social media content covering the athletes, executives, and companies behind the biggest sports business stories; and a media production business which has produced scripted and unscripted film television, digital and branded content projects including 2020 s In the Water documentary on Showtime, 2021 s Swagger an upcoming scripted series for AppleTV in partnership with Imagine Entertainment and CBS Studios and Two Distant Strangers, a 2021 TABLE OF CONTENTS Academy Award winning film. The mission across all of Thirty Five Ventures business initiatives is to leverage the access and business savvy of Mr. Durant and Mr. Kleiman to find great investments, forge unique partnerships, and produce creative works at the intersection of sports, media and culture. See Risk Factors Past performance by our management team or their respective affiliates, including LionTree and Thirty Five Ventures, may not be indicative of future performance of an investment in us. LIONTREE LionTree brings highly trusted advisory and investment experience to Infinite Acquisition Corp. Founded in 2012, the firm is headquartered in New York with offices in San Francisco, Paris and London. LionTree leverages its unique insights and relationships across its integrated product set: M&A Advisory, Capital Raising, LT Growth, IPO Advisory, Institutional Investor Membership and Merchant Banking. Since inception, LionTree has advised on over $600 billion worth of deals across the media, tech, and global consumer ecosystem. Focused on industry defining transactions, LionTree has significant depth and breadth of C-level, global investors and board room relationships across the communications and creative digital economy. LionTree provides Infinite Acquisition Corp an incredibly distinctive deal network and a proven track record for identifying and working with best-in-class, iconic brands and assets. LionTree s Merchant Banking business co-invests with clients across venture, growth, and private equity. Functioning as a value-add partner, LionTree has invested in numerous innovative companies across sports, health, wellness, lifestyle, food, travel, and culture including FuboTV, Pluto TV, Mirror, Whoop, The Athletic, Axiomatic, Faceit, Splice, Gimlet Media, QCode, Second Spectrum, Mojo, Underdog, Religion of Sports, Ripken Baseball, GetYourGuide, Color Genomics, HumanCo, Public and Bolt. LionTree also operates its own direct to consumer media company called Kindred Media. Launched in 2018, Kindred Media connects business and thought leaders to the extended LionTree network through its exclusive original podcasts (KindredCast, Vaizey View) and daily newsletters (Take A Break). Kindred Media also invests into and promotes creative leaders across Art (The BearFaxt), Fashion (W Magazine), U.S. News and Politics (Punchbowl News) and more. See Risk Factors Past performance by our management team or their respective affiliates, including LionTree and Thirty Five Ventures, may not be indicative of future performance of an investment in us. SOURCING, CAPITAL RAISING AND TRANSACTION EXPERTISE We intend to leverage both Thirty Five Ventures and LionTree s unique and extensive global networks to access direct and proprietary opportunities that are disrupting the traditional worlds of sports, health, wellness, food, commerce, and culture through their unique relationship with the consumer. We believe our process of screening and selecting potential target companies for our initial business combination will be highly differentiated. Our advantage is driven by Thirty Five Ventures and LionTree s proven track records of successfully sourcing attractive investment opportunities through a proprietary network of relationships with a wide range of entrepreneurs, venture capitalists, management teams and former executives of public and private companies, private equity sponsors and investment bankers. Thirty Five Ventures and LionTree have developed their networks through years of experience advising, investing in, operating and selling businesses across the technology, media, sports and entertainment sectors and consequently have established reputations as ethical business principals and operators and long-term, patient partners. LionTree s strategic advisory business also includes a capital raising platform led by a team that has raised privately placed capital on behalf of clients for longer than a decade from a wide network of institutional investors. We believe this unique network of relationships will significantly enhance our ability to raise additional capital either in conjunction with our initial business combination or at some point in the future. We have extensive experience guiding management teams of companies we have invested in as they develop and execute growth strategies that include transitioning to digital business models, rolling out new products and services, expanding globally, growing via partnership or acquisitions, and leveraging brands and IP across an increasingly diverse and complex landscape. We also plan to leverage our sponsor s and our board of directors TABLE OF CONTENTS (our Board ) members extensive transaction experience across both public and private markets to effectively close a transaction in a timely manner. We believe the public company experience that resides in Thirty Five Ventures, LionTree and our Board will be valuable in the process of negotiating and closing our initial business combination. Notable examples of the relevant transactional experiences of LionTree with special purpose acquisition companies include: Exclusive financial advisor to Isos Acquisition Corp on its SPAC merger with Bowlero, valuing the company at $2.6 billion Financial advisor to Kismet Acquisition Corp. on its combination with Nexters Global Financial advisor to Virgin Group s VG Acquisition Corp. on its combination with 23andMe Financial advisor to PLAYSTUDIOS on its combination with Acies Acquisition Corp. Exclusive financial advisor to Hims & Hers on its combination with Oaktree Acquisition Corp. OUR MANAGEMENT TEAM AND BOARD OF DIRECTORS Our management team is comprised of Kevin Durant as Co-Chief Executive Officer and member of our board of directors, Rich Kleiman, Co-Chief Executive Officer and member of our board of directors, James Rosenstock as Chief Financial Officer and Alexander Michael as Chief Development Officer. Aryeh Bourkoff will be serving as Chairman of our board of directors, and Anr Williams, Sam Lessin, Annastasia Skilakos (Seebohm) and Stacey Bendet as director nominees. Throughout their careers, they have built successful businesses and careers in the finance, media, enterprise software, e-commerce and sports industries. Kevin Durant Kevin Durant, our Co-Chief Executive Officer and member of our board of directors, is a global force as an NBA superstar, businessman, and philanthropist. A 12-year NBA veteran and forward for the Brooklyn Nets, he is a 2x NBA Champion and Finals MVP and has won an NBA MVP Award, four NBA scoring titles, two Olympic gold medals, two NBA All-Star Game MVP Awards, and an NBA Rookie of the Year Award. He is also an eleven-time NBA All-Star. In 2016, Mr. Durant co-founded Thirty Five Ventures alongside entrepreneur Rich Kleiman. Through Thirty Five Ventures, Mr. Durant has become a well-respected investor and businessman, with a diverse portfolio of over 70 venture investments across a variety of industries including sports technology, media, gaming, health/wellness, and collectibles. Mr. Durant and Mr. Kleiman lead an experienced and established team to grow Thirty Five Ventures various business initiatives, including the Boardroom sports media platform. In 2013, Mr. Durant launched The Kevin Durant Charity Foundation ( KDCF ). KDCF s signature programs include Build It and They Will Ball a global basketball court renovation project with 22 courts completed to date and The Durant Center, a 10-year, $10 million dollar program in partnership with Laurene Powell Jobs College Track that helps low-income and underserved students enroll in and graduate from college. Mr. Durant was the 2018 recipient of the season long NBA Cares Community Assist and ESPN Muhammad Ali Sports Humanitarian awards and is committed to enriching the lives of at-risk youth from low-income backgrounds through educational, athletic and social programs. Rich Kleiman Rich Kleiman, our Co-Chief Executive Officer and member of our board of directors, is an entrepreneur and the co-founder of Thirty Five Ventures since 2016. He has partnered with Mr. Durant on over 70 early stage, venture-backed investments across multiple industries and driven the launch of several new business initiatives at Thirty Five Ventures including sports business media platform, Boardroom. He brings to Infinite Acquisition Corp. deep relationships across the sports, media and technology landscape and many years of experience working with the biggest brands and most cutting-edge companies across those industries. Prior to forming Thirty Five Ventures, Mr. Kleiman helped launch Roc Nation Sports, where he served as Vice President of the agency founded by Jay-Z from 2008 to 2016. Mr. Kleiman started with Roc Nation in 2008 as a music manager representing Mark Ronson, Solange, Wale, and many others. Before joining Roc Nation, he and Ronson founded TABLE OF CONTENTS and co-owned the independent label Allido Records, executive produced the documentary Fade to Black, and served as music supervisor for myriad film and television projects. Mr. Kleiman has served as the Executive Director of the Kevin Durant Charity Foundation since 2015 and has been one of the directors at New Heights Youth, Inc. since 2016, a non-profit dedicated to sports-based youth development and education in New York City. James Rosenstock James Rosenstock, our Chief Financial Officer, is an accomplished media and technology executive who has been instrumental in architecting and expanding WWE, Discovery, Sony and VICE's international businesses over the last 20+ years. As head of WWE International from October 2019 to June 2021, Mr. Rosenstock oversaw WWE s global business which reaches 800+ million International TV Homes in 180 countries across 28 languages. Additionally, WWE International operates its own branded DTC subscription service (WWE Network), delivers 30-50 global Live Events and has extensive Consumer Product relationships across the world. Prior to WWE, Mr. Rosenstock served as Co-Chief Financial Officer and Chief Strategy Officer from September 2018 to May 2019 at ezCater. At VICE, Mr. Rosenstock was President of Viceland International from August 2016 to August 2018, the award-winning linear, digital and mobile TV network reaching 100 million subscribers across 75 territories. He also led VICE's efforts to launch businesses in India, Middle East, Brazil and Southeast Asia. At Discovery, Mr. Rosenstock oversaw as Executive Vice President from October 2007 to March 2015 $3 billion of international expansion investment, including the acquisition of Eurosport and multiple non-fiction production companies. Mr. Rosenstock was also the President of Discovery Education International, a multi-faceted K-12 education technology business. At Sony, Mr. Rosenstock oversaw as Senior Vice President in the Corporate Development and M&A Group from October 2002 to September 2007 the development of Sony Pictures Film/TV library and International Pay TV footprint along with growing Sony Music (via BMG merger) and Sony/ATV Music Publishing (through multiple music publishing catalogue acquisitions). Mr. Rosenstock began his career as an investment banker covering the TMT sector, most recently at Credit Suisse as Vice President from 2000 to 2002. Mr. Rosenstock has also served as a director on the board of directors of all3 Media from 2014 to 2015, Sharecare from 2010 to 2014 and Sony/ATV Music Publishing from 2005 to 2007. Mr. Rosenstock graduated with a BS in finance from Virginia Tech with honors and currently serves as Vice Chairperson of Special Olympics New York. Alexander Michael Alexander Michael, our Chief Development Officer, is Co-Head of LionTree Growth since August 2015, the division of LionTree focused on advising emerging companies transforming the digital economy. Prior to LionTree, Mr. Michael managed the Entertainment and National Sales divisions for LivingSocial from August 2011 to August 2015, a venture-backed social e-commerce company sold to Groupon. Before joining LivingSocial, Mr. Michael was the Vice President of Business Development at Madison Square Garden ( MSG ) from April 2009 to August 2011. Prior to MSG, Mr. Michael was the Director of Business Development at Ticketmaster from June 2006 to April 2009. Mr. Michael earned his MBA from Harvard Business School and holds a B.A. in American History from Brown University. Aryeh B. Bourkoff Aryeh B. Bourkoff, the Chairman of our board of directors, is the Founder, Chairman and Chief Executive Officer of LionTree LLC since June 2012, a global investment and merchant banking firm, with a focus on creative industries in media, tech, sports, consumer, and the evolving digital economy. With over twenty-five years of experience, Mr. Bourkoff oversees LionTree coverage of select impactful relationships within the Advisory franchise around the globe including corporations, family offices, sovereigns, institutions, and individuals alike. He is also the head of the firm s Merchant Banking and Asset Management platform and manages all capital allocation decision making. Mr. Bourkoff is the Chairman of pure play media and digital outdoor advertising company Ocean Outdoor since January 2021 and the Chairman of Kindred Media since March 2017, LionTree's digital media, content and community investment platform. LionTree is also partners in the MUSIC joint venture since August 2019, advising and investing in music and expanded audio trends as well as Griffin Gaming since June 2020, a venture fund which invests in the global growth of gaming. TABLE OF CONTENTS Prior to founding LionTree, Mr. Bourkoff served as Vice Chairman beginning in 2011 and Head of Americas Investment Banking at UBS and on the UBS Investment Banking Executive Committee. During his 13-year tenure at UBS, Aryeh held a number of senior positions including Joint Global Head of Telecom, Media and Technology Investment Banking; and Head of the Media and Communications Research Group. He also serves on the board of Carnegie Hall since February 2019, the Royal Academy of Arts since April 2019, and is a member of the Council on Foreign Relations since June 2013. Mr. Bourkoff holds a B.A. in Economics from the University of California at San Diego. Anr Williams Anr Williams has agreed to serve on our board of directors. Mr. Williams is Chief Executive Officer of American Express National Bank ( AENB ) and Group President, Enterprise Services, a role he assumed in April 2021. As Chief Executive Officer of AENB, Mr. Williams oversees all aspects of American Express' U.S. banking operation, which is responsible for approximately 60 percent of the company's total billings and revenues. In addition, as Group President of Enterprise Services, Mr. Williams leads American Express' largest shared services organizations that support the entire company globally, including its technology, digital capabilities, customer servicing, consumer travel, real estate, purchasing and enterprise transformation functions. The organizations he oversees comprise approximately two-thirds of the company's total workforce. Previously, Mr. Williams was Group President of American Express' Global Merchant & Network Services ( GMNS ) organization responsible for managing relationships with the millions of merchants around the world that accept American Express Cards, as well as the company's payments network, bank partnerships, international loyalty coalition programs, and relationships with its largest strategic partners. Mr. Williams began his career at American Express in 1990 as a marketing manager in the Consumer Card division and then served for several years in the Small Business Services group, where he led new product development and advertising. In 1999, Mr. Williams joined the company's Corporate Payments organization as a divisional vice president and was named President, Global Corporate Payments in 2007, responsible for marketing American Express' commercial payment products to mid-size and large companies around the world. Mr. Williams was appointed President of Global Merchant Services in November 2011 and was named Group President, GMNS and a member of the company's Executive Committee in February 2018. Anr serves on the Board of Illinois Tool Works Inc. He is also a member of the Board of Advisors of The Wharton School and the USA Track & Field Foundation Board. He earned his BA from Stanford University and his MBA from the Wharton School at the University of Pennsylvania. Sam Lessin Sam Lessin has agreed to serve on our board of directors. Since April 2015, Mr. Lessin is a General Partner at Slow Ventures, a seed focused venture capital firm he co-founded. Mr. Lessin was formerly a Vice President of Product Management at Facebook where he worked from 2010 to 2014 and managed the product, engineering, and design teams for many products, including user profiles and privacy. Mr. Lessin has founded two companies, Drop.io (a file-sharing platform acquired by Facebook in October of 2010) and Fin (an analytics platform that helps knowledge work teams improve productivity). Mr. Lessin started his career at Bain and Company, and graduated Magna Cum Laude and Phi Beta Kappa with a AB in Social Studies from Harvard College. Mr. Lessin writes a bi-weekly column for The Information on technology and economics. Annastasia Skilakos (Seebohm) Annastasia Skilakos (Seebohm) has agreed to serve on our board of directors. Since May 2021, Ms. Seebohm is the Chief Executive Officer of Brilliant Minds Foundation. This marks her second Chief Executive Officer role under the age of 35. Brilliant Minds Foundation was founded in 2015 by Spotify founder and Chief Executive Officer, Daniel Ek and today comprises of an esteemed and established board consisting of the biggest business leaders and entrepreneurs across Sweden. The Foundation has brought together some of the world s most influential thought leaders at the intersection of humanity and technology, with past speakers including President Barack Obama, co-founder of Snap Inc. Evan Spiegel, activist and supermodel Naomi Campbell and lifestyle expert and actress Gwyneth Paltrow. TABLE OF CONTENTS Prior to her current role, Ms. Seebohm was the Group Chief Executive Officer of Quintessentially from February 2018 to April 2021. As the first female and millennial to hold the Group Chief Executive Officer role, Ms. Seebohm was responsible for the strategy and day-to-day operations of Quintessentially, the world s leading lifestyle group. Her remit involved leading a team of over 1,000 employees across 50 cities. Ms. Seebohm spearheaded Quintessentially s global growth, navigated a hospitality business through the pandemic and led the group through a significant restructure. During her tenure from 2016 to 2021, annual revenues exceeded $100 million. Ms. Seebohm has an acute understanding of today s new era of connection - the evolving values and desires of society and brands with the importance of meaningful experiences and authentic human connections. Her business philosophies are rooted in impact leadership and she is passionate about using her platform to create a global community of individuals who can create change through their influence. Ms. Seebohm has been profiled in publications such as Forbes, Vanity Fair, Bloomberg, The CEO Magazine and Harvard Business Review, amongst others, and British GQ listed Ms. Seebohm as one of the Top 50 Most Influential People in the UK. An authority on international business, Ms. Seebohm is a renowned figure on the speaker circuit and frequently asked to contribute at high profile events such as Web Summit and FT conferences. Ms. Seebohm holds a BA in international business management from the Cardiff University. Stacey Bendet Stacey Bendet has agreed to serve on our board of directors. Since 2002, Ms. Bendet is the Chief Executive Officer and Creative Director of Alice + Olivia a contemporary fashion brand based in New York City. She is also the Founder of Creatively since May 2020, a networking platform for the creative industry, and co-founder of the #ShareTheMicNow movement since 2020, which was created in an effort to help amplify black women's voices. New York native Ms. Bendet founded Alice + Olivia in 2002 with the quest to create the perfect pair of pants. The brand was an immediate success, and shortly after its launch, Theory founder Andrew Rosen joined as a partner. Since then, the company has grown into a full contemporary lifestyle brand, including ready-to-wear, gowns, shoes, handbags, accessories, and eyewear, all while empowering women with the company run by women, for women. In 2020, Ms. Bendet cofounded Creatively, a networking platform to help people in creative industries connect and find job opportunities. Creatively champions and connects the world s creative community through best-in-class portfolios, collaborative features, and opportunities in a world where remote work will be more part of our lives than ever before. Most importantly, it is designed by creatives, for creatives, to be a place to showcase work and connect authentically, and for companies and brands to discover amazing talent. Full-time Chief Executive Officer and Creative Director, Ms. Bendet is also a wife and mother of three daughters who makes supporting charity endeavors a priority in her personal and professional activities. She is a member of the board of trustees of New York-based GOOD+ Foundation, a foundation that provides essentials for children of families in need, she supports Ronald McDonald House since, which offers assistance to the families of children suffering from life-threatening illnesses, and she is also a member of the board of the Jay H. Baker Retailing Center of The Wharton School at the University of Pennsylvania since. Ms. Bendet holds a BA in French and international relations from the University of Pennsylvania. With respect to the above, past experience or performance of our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of future performance. Our management team and their respective affiliates have been involved with a large number of public and private companies in addition to those identified above, not all of which have achieved similar performance levels. See Risk Factors Past performance by our management team or their respective affiliates, including LionTree and Thirty Five Ventures, may not be indicative of future performance of an investment in us. Our management team has no experience in operating special purpose acquisition companies. For a complete list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Management Conflicts of Interest. TABLE OF CONTENTS OUR BUSINESS STRATEGY Over the past ten years, technology has driven a global shift that has enabled unlimited consumer choice, boundless scale and uncapped opportunities. The evolution of the digital economy has effectively unlocked a previously tethered system. Companies, brands, creators, influencers and individuals alike now have monetization possibilities that are no longer constrained by physical distribution, legacy communication or traditional business models. Every company can interact directly with its consumers, and every individual can access the tools to become their own brand. In one generation, we have gone from mass media to me -dia, from scarcity to abundance, from measured to infinite. This seismic shift has empowered the consumer and the creator more than ever before, and the businesses and platforms that will emerge as leaders will be those that create community around their brands, listening to what their consumers want and fulfilling those wants in innovative and unprecedented ways Through Thirty Five Ventures, Kevin Durant and Rich Kleiman have operated on the principle that the best businesses and brands are those that maintain and nurture deep relationships with their consumers. What began from a shared belief between Kevin and Rich that Kevin s status as a global leader could drive far more opportunity than traditional endorsements, Thirty Five Ventures evolved into a multi-faceted business that has made thoughtful investments and been at the forefront of the trends shaping the intersection of media, commerce and technology. LionTree and Kindred Media advises and invests at the same convergence of trends across the broader ecosystem and has always understood that business building across tech, media, and the broader digital economy is the pipeline to reach the consumer in innovative ways. LionTree s Merchant Bank invests capital alongside these growth strategies that are interwoven with industry players and evolving thematics, thereby expanding and deepening the community. LionTree is also an investor in Boardroom, Thirty Five Ventures sports media platform, which underscores the strategic alignment between LionTree and Thirty Five Ventures and serves as a representative example of our business strategy. Together, we believe Thirty Five Ventures and LionTree have unique insights and unparalleled access to identify corporate change agents, amplify brands, and accelerate business models to secure outsized outcomes. We plan to leverage our collective and differentiated level of access to generate an array of business combination opportunities with potential target companies. Furthermore, we believe our combined track records of success differentiate us as a potential partner and will distinguish us to potential target businesses for our initial business combination. OUR FOCUS The below represent examples of our thematic areas of focus, by no means exclusively, many of which are experiencing accelerated digital transformation: Sports: We watch, consume and participate in sports largely in the same ways we have for decades, and all that has really changed is the screen size. Few sectors can match that claim. Generational change and technology have long knocked on the door of sports transformation and are now breaking through. Personalized streaming, augmented reality, e-sports, sports betting, biometric access, omnichannel events blurring in-home and live experiences, AI-powered analytical tools and block-chain applications are just a few examples of more bespoke approaches to engaging and retaining consumers that seek a differentiated experience. We believe this is an exciting moment for this massive global industry and one that will lend itself to incredible acquisition opportunities. Health & Wellness: With the COVID-19 pandemic rapidly accelerating shifts towards telehealth in all categories, individuals have shown they want to be led by instructors, doctors, and subject matter experts on almost every choice they make, and they expect the same frictionless ease and connectivity they experience in other categories. Just as mobile devices and cloud computing technology have empowered on-demand transactions in sectors like video (Netflix), music (Spotify), transportation (Uber), sports betting (FanDuel, DraftKings), and insurance (Lemonade), mental health (Calm, Headspace), digital health (Peloton, Oura, Whoop- a Thirty Five and LionTree investment), and wellness (Noom) are the next industries to be completely digitized. The traditional healthcare vertical is poised for digital transformation as well, with growing levels of investment and maturation in the space, from the IPOs of Oscar Health (LionTree acted as co-manager and investor), GoodRx and Amwell, to the merger of Teladoc and Livongo, to the acquisition of hims & hers by the Oaktree Acquisition Corp SPAC in a go-public transaction (LionTree advised hims & hers management). TABLE OF CONTENTS Food Tech & Supply: Increased focus on personal health, animal welfare, and climate change have driven companies to harness technology to create more sustainable food products and production processes. Consumers want better options to achieve more sustainable consumption patterns, even if those alternatives are more expensive. Early pioneers such as Beyond Meat and Impossible Foods popularized plant-based meat substitutes. Companies like Seebo and Winnow have developed simple integration tools to help food manufacturers and restaurants control food waste along the manufacturing production line. E-Commerce: Tremendous energy and investment are devoted to how the intersection of retail, distribution and media might look in the future. Digital-first, direct-to-consumer platforms have flourished by focusing on a specific market segment, rethinking the consumer experience, and building community around their brand. Some examples include Warby Parker (eyewear), Harry s (personal care), Chewy (pets), Thrive Market (organic grocery), Wayfair (home decor), and Kaval and Rent The Runway (beauty/fashion/apparel) and Gucci (Luxury). Crypto and Digital Assets: The recent acceleration of crypto and digital assets as frictionless tools for the consumer continues to gain tremendous momentum with the rise of platforms like Coinbase, Kraken, Chainalysis, BlockChain.com and BlockFi or security solutions for crypto assets, such as hardware wallet technologies developed by Ledger. These technologies make the internet ownable, providing new ways to reward and compensate creators for their work allowing unbound creativity, and driving toward the emergence of potentially massive new platforms to harness this democratization of scarcity. We have witnessed heightened demand for the ability to purchase or own pieces of art (SuperRare), content collectibles (Dapper Labs), game collectibles (Axie Infinity), real estate (Decentraland) and much more all of which is uniquely enabled by the blockchain. Consumers have been empowered to invest directly in athletes performance (Sorare), artists (Beeple), and creators (Rally, Mirror), past or present. We believe these non-fungible tokens (NFTs) will enable greater liquidity for previously illiquid assets and reflect the nearly unimaginable scaling that the internet enables. OUR ACQUISITION CRITERIA We intend to identify companies that have compelling growth potential and a combination of the characteristics listed below. We will use these guidelines to evaluate acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these preliminary criteria. We expect to complete a business combination with a target that is a technology-enabled platform pursuing disruption in the traditional worlds of sports, health & wellness, food, travel, lifestyle and culture (and beyond). We intend to pursue companies that can uniquely benefit from the extensive access, network and reach of our Management, Sponsors and Board. We intend to focus on companies that exhibit exceptional product-market fit, unique brands or intellectual property, strong barriers to entry and overall industry tailwinds. We intend to focus on businesses that can expand rapidly through both organic means and M&A, and both domestically and internationally. We intend to pursue companies with exceptional, talented management teams that strive to be great. We intend to focus on businesses with compelling financial profiles and opportunities to generate attractive returns on capital invested. We intend to pursue targets with the requisite scale and characteristics suitable for a transition to the public markets and one that can benefit from the guidance our Management, Sponsors and Board in developing and articulating the investment opportunity to public investors. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. TABLE OF CONTENTS POTENTIAL CONFLICTS OF INTEREST In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and key employees, document reviews and inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We will also utilize our management team s operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with LionTree, Thirty Five Ventures, our sponsor, officers, or directors. In the event we seek to complete our initial business combination with a company that is affiliated with LionTree, Thirty Five Ventures, our sponsor, officers, or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Moreover, we may pursue an acquisition opportunity jointly with our sponsor, LionTree, Thirty Five Ventures, one or more funds of LionTree, Thirty Five Ventures and/or investors in funds of LionTree and Thirty Five Ventures. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the business combination by issuing to such parties a class of equity or equity-linked securities. Accordingly, such persons or entities may have a conflict between their interests and ours. Members of our management team or board of directors will directly or indirectly own our founder shares, ordinary shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. LionTree and Thirty Five Ventures manage multiple investment vehicles and will raise additional funds and/or successor funds in the future (collectively, the LionTree or Thirty Five Ventures Funds and Accounts ), which may occur during the period in which we are seeking our initial business combination. These LionTree and Thirty Five Ventures investment entities will likely be seeking acquisition opportunities and related financing during the time we are pursuing an acquisition opportunity. We may compete with any one or more of them on any given acquisition opportunity. However, we do not expect that this would adversely affect our ability to consummate our initial business combination because our investment mandate is different from the current investment mandate of the LionTree or Thirty Five Ventures Funds and Accounts. Accordingly, many of the potential targets for a business combination may not be appropriate investments for the LionTree or Thirty Five Ventures Funds and Accounts, including, without limitation, because: (i) the expected risk-adjusted returns acceptable to us with respect to any potential business combination may not meet the investment parameters of the LionTree or Thirty Five Ventures Funds and Accounts; (ii) of differences then existing between LionTree's or Thirty Five Ventures's general private equity and other strategies and our business strategy; and (iii) the fact that the post-business combination entity will be a public company, which may not be an appropriate investment for one or more of the LionTree or Thirty Five Ventures Funds and Accounts, which are expected to generally target companies that are more suitable for an operational private equity investment program. Our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. In addition, certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including, without limitation, any future special purpose acquisition companies we expect they may be involved in and investment funds, accounts, co-investment vehicles and other entities managed by LionTree, Thirty Five Ventures or affiliates of LionTree or Thirty Five Ventures and certain companies in which LionTree, Thirty Five Ventures or such entities have invested. As a TABLE OF CONTENTS result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without, limitation, any future special purpose acquisition companies we expect they may be involved in and any of the LionTree or Thirty Five Ventures Funds or Accounts or other investment vehicles), then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to LionTree or Thirty Five Ventures or our management team may be suitable for both us and a current or future LionTree or Thirty Five Ventures Fund and Account, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio company or other entity before being directed, if at all, to us. None of LionTree, Thirty Five Ventures or any members of our management team who are also employed by LionTree, Thirty Five Ventures or their affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of LionTree or Thirty Five Ventures. However, we do not expect these duties to materially affect our ability to complete our initial business combination. In addition, our officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. In particular, certain of our officers and directors may serve as an officer and/or director of other future special purpose acquisition companies. Moreover, our officers and directors have, and will have in the future, time and attention requirements for current and future investment funds, accounts, co- investment vehicles and other entities managed by LionTree or Thirty Five Ventures. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investments funds, accounts, co- investment vehicles and other entities managed by LionTree or Thirty Five Ventures (including, without limitation, arising as a result of certain of our officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles and other entities), LionTree, Thirty Five Ventures and their affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. We may also engage entities affiliated with LionTree or LionTree Advisors for services in connection with identifying and investigating potential targets for, and the completion of, our business combination. Further, we may also engage with potential business combination targets to which LionTree Advisors provides services as a financial advisor. Conflicts may arise from LionTree's sponsorship of our company and its or LionTree Advisor's provision of services both to us (including as a financial advisor) and to third-party clients (including potential business combination targets with which we may engage), as well as from actions undertaken by LionTree or LionTree Advisors for their own account. In performing services for other clients and also when acting for their own account, LionTree or LionTree Advisors may take commercial steps that may have an adverse effect on us. Any of LionTree's or LionTree Advisor's financial market and advisory activities may, individually or in the aggregate, have an adverse effect on us, and the interests of LionTree or LionTree Advisors or their clients or counterparties may at times be adverse to ours. INITIAL BUSINESS COMBINATION So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the TABLE OF CONTENTS anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post- business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not then listed on NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. OTHER CONSIDERATIONS We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. LionTree, Thirty Five Ventures, our management team or board of directors is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We will not consider a business combination with any company that has already been identified to LionTree or Thirty Five Ventures as a suitable acquisition candidate for it, unless LionTree or Thirty Five Ventures, in their sole discretion, decline such potential business combination or make available to our company a co-investment opportunity in accordance with LionTree s or Thirty Five Ventures applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. TABLE OF CONTENTS LionTree and Thirty Five Ventures may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. CORPORATE INFORMATION Our executive offices are located at 660 Madison Avenue, New York, New York 10065. We maintain a corporate website at . The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. TABLE OF CONTENTS THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 20,000,000 units (or 23,000,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-half of one redeemable warrant. Proposed NYSE symbols Units: NFNT.U Class A ordinary shares: NFNT Warrants: NFNT WS Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Credit Suisse Securities (USA) LLC, the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. TABLE OF CONTENTS Units: Number outstanding before this offering 0 Number outstanding after this offering 20,000,0001 Ordinary shares: Number outstanding before this offering 5,750,0002,3 Number outstanding after this offering 25,000,0001,2,4 Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 10,000,0001 Number of warrants to be outstanding after this offering and the sale of private placement warrants 20,000,0001 Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities (as defined below) for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from 1 Assumes no exercise of the underwriters over-allotment option. 2 Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. 3 Includes 750,000 founder shares that are subject to forfeiture. 4 Includes 20,000,000 public shares and 5,000,000 founder shares, assuming 750,000 founder shares have been forfeited. TABLE OF CONTENTS such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, including as a result of a notice of redemption described below. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or TABLE OF CONTENTS maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other TABLE OF CONTENTS factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the fair market value of our Class A ordinary shares less the exercise price of the warrants by (y) the fair market value. The fair market value of our Class A ordinary shares as used in this section and in Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 above shall mean the average reported last sale price of our Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. See Description of Securities Warrants Public Shareholders Warrants for additional information. None of the private placement warrants will be redeemable by us. Founder shares On April 9, 2021, our sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs on our behalf in consideration of 5,750,000 Class B ordinary shares, par value $0.0001. In November 2021, our sponsor transferred 25,000 founder shares to each of Anr Williams, Sam Lessin, Annastasia Skilakos (Seebohm) and Stancey Bendet. Such shares will not be subject to forfeiture in the event the underwriter s over-allotment option is not exercised. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 750,000 founder shares are subject to forfeiture by the sponsor, depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote TABLE OF CONTENTS to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 21 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we have not consummated an initial business combination within 21 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company where a quorum is present. In accordance with our amended memorandum and articles of association, shareholders representing at least one-third of our issued and outstanding ordinary shares, present in person or by proxy, will constitute a quorum. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our sponsor s founder shares, we would need 7,500,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised) of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have it approved. Assuming that only one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, are voted, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to have it approved; the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. TABLE OF CONTENTS Transfer restrictions on founder shares Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if we do not consummate an initial business combination, at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as- converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. Appointment of Directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of TABLE OF CONTENTS directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed either (a) unanimously in writing by all the holders of our Class B ordinary shares or (b) by holders representing at least two-thirds of the outstanding Class B ordinary shares who attend and vote at a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 10,000,000 private placement warrants (or 11,200,000 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant ($10,000,000 in the aggregate or $11,200,000 if the underwriters over- allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 21 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non- redeemable by us and exercisable on a cashless basis (see Description of Securities Warrants Private Placement Warrants ). Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the Sponsor fair market value (as defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that TABLE OF CONTENTS restrict insiders from selling our securities except during specific periods. Proceeds to be held in trust account Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $204,000,000, or $234,600,000 if the underwriters over-allotment option is exercised in full ($10.20 per unit in either case), will be deposited into a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $7,000,000 (or $8,050,000 if the underwriters over- allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 21 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 21 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 21 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under TABLE OF CONTENTS Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.5% per year, we estimate the interest earned on the trust account will be approximately $1,020,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,300,000 in working capital after the payment of approximately $700,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination So long as our securities are then listed on NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for TABLE OF CONTENTS purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Effecting Our Initial Business Combination Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or TABLE OF CONTENTS (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, in cases where, among others, it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.20 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 21 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Limitations on redemptions Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or TABLE OF CONTENTS cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company where a quorum is TABLE OF CONTENTS present. In accordance with our amended memorandum and articles of association, shareholders representing at least one-third of our issued and outstanding ordinary shares, present in person or by proxy, will constitute a quorum. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our sponsor s founder shares, we would need 7,500,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised) of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have it approved. Assuming that only one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, are voted, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to have it approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1 (a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. TABLE OF CONTENTS Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then- current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance TABLE OF CONTENTS or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 21 months from the closing of this offering to consummate our initial business combination. If we have not consummated an initial business combination within 21 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we have not consummated an initial business combination within 21 months from the closing of this offering. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we have not consummated an initial business combination within 21 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we do not complete our initial business combination within the allotted time frame, the trustee and the underwriters have agreed that: (1) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account; and (2) the deferred underwriters discounts and commissions will be distributed on a pro rata basis, together with any accrued interest thereon (which interest shall be net of taxes payable) to the public shareholders. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our TABLE OF CONTENTS Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 21 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Limited payments to insiders There will be no restrictions on payments made by the company to our sponsor, officers or directors, or our or their affiliates. We expect that some or all of the following payments will be made to our sponsor, officers or directors, or our or their affiliates: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering- related and organizational expenses; reimbursement for office space, secretarial and administrative services provided to us by our sponsor or an affiliate of our sponsor, in the amount of $10,000 per month; payments to our sponsor for the allocable costs of employees of an affiliate of our sponsor; reimbursement of legal fees and expenses incurred by our sponsor, officers or directors in connection with our formation, the initial business combination and their services to us; payment of a consulting fee or other compensation and reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an TABLE OF CONTENTS initial business combination and performing due diligence on suitable business combinations, including to LionTree Advisors, and other entities affiliated with LionTree; for providing financial consulting services, consisting of a review of deal structure and terms and related structuring advice in connection with this offering, the payment to LionTree Advisors of up to (i) $1,600,000 (or $1,840,000 if the underwriters over-allotment option is exercised in full), which will be payable upon the closing of this offering, and (ii) $2,800,000 (or $3,220,000 if the underwriters over-allotment option is exercised in full), which will be payable at the closing of our initial business combination; at the closing of our initial business combination, payment of a customary financial advisor fee, agent fee or consulting fee to LionTree Advisors, and other entities affiliated with LionTree in an amount that constitutes a market standard fee for comparable transactions; and repayment of loans which our sponsor or an affiliate of our sponsor or certain of our officers and directors have the right, but not the obligation, to extend to us pursuant to an interest free loan on substantially the same terms as our existing promissory note. Up to $1,500,000 of such loans, which we have agreed to incur and which are due upon the earlier of our liquidation or the consummation of our initial business combination, may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. TABLE OF CONTENTS RISKS We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. Such risks include, but are not limited to, the following: We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The requirement that we consummate an initial business combination within 21 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public float of our Class A ordinary shares or public warrants. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. TABLE OF CONTENTS NYSE may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. Our warrants are expected to be accounted for as a warrant liability and will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination. Our independent registered public accounting firm s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. You will not be entitled to protections normally afforded to investors of many other blank check companies. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.20 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 21 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001862462_jade_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001862462_jade_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ce6a63e523fb787c9f0fb9b1db0548502e2e26e2
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001862462_jade_prospectus_summary.txt
@@ -0,0 +1,6397 @@
+Summary
+Financial Data
+
+ 
+
+The
+following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included
+in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.
+
+ 
+
+ 
+ 
+ September 30, 2021 
+
+ 
+ 
+ Actual 
+ As Adjusted 
+
+ 
+ Balance Sheet Data: 
+ 
+ 
+
+ 
+ Working capital (deficiency)(1) 
+ $ (213,020 ) 
+ $ 73,045,727 
+
+ 
+ Total assets(2) 
+ $ 233,747 
+ $ 75,670,727 
+
+ 
+ Total liabilities(3) 
+ $ 213,020 
+ $ 2,625,000 
+
+ 
+ Value of ordinary share subject to possible conversion/tender(4) 
+ $ - 
+ $ 75,000,000 
+
+ 
+ Shareholders equity(5) 
+ $ 20,727 
+ $ (1,954,273 ) 
+
+ 
+
+ 
+
+ 
+ 
+ (1) 
+ The "as adjusted" calculation includes
+ $75,000,000 of cash held in trust from the proceeds of this offering and the sale of the private shares, plus $650,000 of cash held
+ outside the trust account, less $2,625,000 for deferred underwriting commissions, plus $20,727 of actual shareholders equity
+ on September 30, 2021. 
+
+ 
+ 
+
+ 
+ 
+ (2) 
+ The "as adjusted" calculation includes
+ $75,000,000 of cash held in trust from the proceeds of this offering and the sale of the private shares, plus $650,000 of cash held
+ outside the trust account, plus $20,727 of actual shareholders equity at September 30, 2021. 
+
+ 
+ 
+
+ 
+ 
+ (3) 
+ The "as adjusted" calculation includes
+ $2,625,000 for the underwriters deferred underwriting commissions. 
+
+ 
+ 
+
+ 
+ 
+ (4) 
+ The "as adjusted" calculation equals
+ value of 7,500,000 ordinary shares subject to redemption. 
+
+ 
+ 
+
+ 
+ 
+ (5) 
+ Excludes 7,500,000 ordinary shares which may be
+ redeemed in connection with our initial business combination and assuming no exercise of the over-allotment option The "as
+ adjusted" calculation equals the "as adjusted" total assets, less the "as adjusted" total liabilities,
+ less the value of ordinary shares that may be converted in connection with our initial business combination ($10.00 per share). 
+
+ 
+ 
+
+If
+no business combination is completed within 12 months from the closing of this offering (or up to 18 months, if we extend the time we
+need to complete a business combination as described in this prospectus), the proceeds then on deposit in the trust account including
+interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $50,000 of interest
+to pay dissolution expenses), will be used to fund the redemption of our public shares. Our founders have agreed to waive their rights
+to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial
+business combination within such time period.
+
+ 
+
+ 31
+
+ 
+
+ 
+
+ 
+
+RISK
+FACTORS
+
+ 
+
+An
+investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
+with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events
+occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price
+of our securities could decline, and you could lose all or part of your investment.
+
+ 
+
+Risks
+Related to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination
+
+ 
+
+We
+are a newly incorporated company formed as a Cayman Islands exempted company with no operating history and no revenues, and you have
+no basis on which to evaluate our ability to achieve our business objective.
+
+ 
+
+We
+are a newly incorporated company formed as a Cayman Islands exempted company with no operating results, and we will not commence operations
+until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability
+to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans,
+arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our
+business combination. If we fail to complete our business combination, we will never generate any operating revenues.
+
+ 
+
+Our
+independent registered public accounting firm s report contains an explanatory paragraph that expresses substantial doubt about
+our ability to continue as a "going concern."
+
+ 
+
+ As of September 30 and
+May 17, we had no cash and a working capital deficiency of $213,020 and $53,010, respectively. Further, we expect to incur significant
+costs in pursuit of our acquisition plans. Management s plans to address this need for capital through this offering are discussed
+in the section of this prospectus titled "Management s Discussion and Analysis of Financial Condition and Results of Operations."
+Our plans to raise capital and to consummate our initial business combination may not be successful. These factors, among others, raise
+substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this prospectus do
+not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going
+concern. 
+
+ 
+
+Our
+public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our
+initial business combination even though a majority of our public shareholders do not support such a combination.
+
+ 
+
+We
+may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder
+approval under applicable law or stock exchange listing requirements or if we decide to hold a shareholder vote for business or other
+legal reasons. Except as required by law, the decision as to whether we will seek shareholder approval of a proposed business combination
+or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based
+on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to
+seek shareholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our public
+shares do not approve of the business combination we complete. Please see the section of this prospectus entitled "Proposed Business —
+Shareholders May Not Have the Ability to Approve our Initial Business Combination" for additional information. 
+
+ 
+
+If
+we seek shareholder approval of our initial business combination, our founders have agreed to vote in favor of such initial business
+combination, regardless of how our public shareholders vote.
+
+ 
+
+ Unlike many other blank
+check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast
+by the public shareholders in connection with an initial business combination, our founders have agreed to vote their founder shares
+and private shares, as well as any public shares purchased during or after this offering, in favor of our initial business combination.
+As a result, in addition to our founders founder shares and private shares, we would need 2,652,501, or 35.37%, of the 7,500,000
+public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have
+our initial business combination approved (assuming the over-allotment option is not exercised). Our founder shares and private shares
+will represent 22.64% of our outstanding ordinary shares immediately following the completion of this offering, assuming no exercise
+of over-allotment option. Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the
+necessary shareholder approval will be received than would be the case if our founders agreed to vote their founder shares and private
+shares in accordance with the majority of the votes cast by our public shareholders. 
+
+ 
+
+ 32
+
+ 
+
+ 
+
+ 
+
+Your
+only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your
+right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination.
+
+ 
+
+At
+the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more
+target businesses. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders
+may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, if we do
+not seek shareholder approval, your only opportunity to affect the investment decision regarding a potential business combination may
+be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our
+tender offer documents mailed to our public shareholders in which we describe our initial business combination.
+
+ 
+
+The
+ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business
+combination targets, which may make it difficult for us to enter into a business combination with a target.
+
+ 
+
+ We may seek to enter
+into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum
+net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet
+such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, we will only redeem
+our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 upon consummation of our initial
+business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s "penny
+stock" rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial
+business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be
+less than $5,000,001 upon completion of our initial business combination or such greater amount necessary to satisfy a closing condition,
+each as described above, we would not proceed with such redemption and the related business combination and may instead search for an
+alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business
+combination transaction with us. 
+
+ 
+
+The
+ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete
+the most desirable business combination or optimize our capital structure.
+
+ 
+
+At
+the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption
+rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted
+for redemption. If our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase
+price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account
+to meet such requirements, or arrange for third-party financing. In addition, if a larger number of shares are submitted for redemption
+than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account
+or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence
+of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business
+combination available to us or optimize our capital structure. The amount of deferred underwriting commissions payable to the underwriters
+will not be adjusted for any shares that are redeemed in connection with a business combination. The per-share amount we will distribute
+to shareholders who properly exercise their redemption rights will not be reduced by deferred underwriting commissions and after such
+redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay deferred underwriting
+commissions.
+
+ 
+
+ 33
+
+ 
+
+ 
+
+ 
+
+The
+ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability
+that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.
+
+ 
+
+If
+our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires
+us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased.
+If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate
+the trust account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such
+time our stock may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material
+loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to
+sell your stock in the open market.
+
+ 
+
+Our
+search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
+adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets, as well as protectionist
+legislation in our target markets.
+
+ 
+
+The
+outbreak of COVID-19 has resulted in a widespread health crisis that has and may continue to adversely affect the economies and financial
+markets worldwide, and the business of any potential target business with which we may consummate a business combination could be materially
+and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict
+travel, limit the ability to have meetings with potential investors or the target company s personnel, vendors and services providers
+are unavailable to negotiate and consummate a transaction in a timely manner. In addition, countries or supranational organizations in
+our target markets may develop and implement legislation that makes it more difficult or impossible for entities outside such countries
+or target markets to acquire or otherwise invest in companies or businesses deemed essential or otherwise vital. The extent to which
+COVID-19 impacts our search for and ability to consummate a business combination will depend on future developments, which are highly
+uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to
+contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue
+for an extensive period of time, and result in protectionist sentiments and legislation in our target markets, our ability to consummate
+a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially
+adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing
+which may be impacted by COVID-19 and other events.
+
+ 
+
+As
+the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may
+be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in
+our inability to find a target or to consummate an initial business combination.
+
+ 
+
+In
+recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets
+for special purpose acquisition companies have already entered into an initial business combination, and there are still many special
+purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration.
+As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify
+a suitable target and to consummate an initial business combination.
+
+ 
+
+In
+addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available
+targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause targets
+companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry
+sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate
+targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find
+and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms
+favorable to our investors altogether.
+
+ 
+
+ 34
+
+ 
+
+ 
+
+ 
+
+Changes
+in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and
+complete an initial business combination.
+
+ 
+
+In
+recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed. Fewer
+insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally
+increased and the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue.
+
+ 
+
+The
+increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive
+for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage
+as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less
+favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact
+on the post-business combination s ability to attract and retain qualified officers and directors.
+
+ 
+
+In
+addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential
+liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order
+to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect
+to any such claims ("run-off insurance"). The need for run-off insurance would be an added expense for the post-business combination
+entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.
+
+ 
+
+The
+requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage
+over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination
+targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that
+would produce value for our shareholders.
+
+ 
+
+Any
+potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete
+our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time we need
+to complete a business combination as described in this prospectus). Consequently, such target business may obtain leverage over us in
+negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business,
+we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the
+timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination
+on terms that we would have rejected upon a more comprehensive investigation.
+
+ 
+
+ 35
+
+ 
+
+ 
+
+ 
+
+We
+may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations
+except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only
+receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
+
+ 
+
+Our
+amended and restated memorandum and articles of association provides that we must complete our initial business combination within 12
+months from the closing of this offering (or up to 18 months, if we extend the time we need to complete a business combination as described
+in this prospectus). We may not be able to find a suitable target business and complete our initial business combination within such
+time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility
+in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 in the U.S. and globally
+may grow or resurge and while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability
+to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party
+financing being unavailable on terms acceptable to us or at all. Furthermore, we may be unable to complete a business combination if
+continued concerns relating to COVID-19 restrict travel, limit the ability to have meeting with potential investors or the target company s
+personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. Additionally,
+the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination
+within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
+possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the
+aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously
+released to us to pay our taxes or for working capital purposes (less up to $50,000 of interest to pay dissolution expenses), divided
+by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders
+(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as
+reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve
+and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
+of other applicable law. In such case, our public shareholders may only receive $10.00 per share or less in certain circumstances, and
+our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption
+of their shares. See "— If third parties bring claims against us, the proceeds held in the trust account could be reduced
+and the per-share redemption amount received by shareholders may be less than $10.00 per share" and other risk factors in this
+section.
+
+ 
+
+If
+we seek shareholder approval of our initial business combination, our founders and their affiliates may elect to purchase shares, warrants
+or rights from public shareholders, which may influence a vote on a proposed business combination and reduce the public "float"
+of our Class A ordinary shares, warrants or rights.
+
+ 
+
+If
+we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination
+pursuant to the tender offer rules, our founders or their affiliates may purchase shares, warrants or rights, or a combination thereof
+in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination,
+although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such shareholder, although
+still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
+In the event that our founders or their affiliates purchase shares in privately negotiated transactions from public shareholders who
+have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections
+to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase
+the likelihood of obtaining shareholder approval of the business combination, or to satisfy a closing condition in an agreement with
+a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination, where it
+appears that such requirement would otherwise not be met. This may result in the completion of our business combination that may not
+otherwise have been possible. 
+
+ 
+
+In
+addition, if such purchases are made, the public "float" of our Class A ordinary shares, warrants or rights and the number
+of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or
+trading of our securities on a national securities exchange.
+
+ 
+
+ 36
+
+ 
+
+ 
+
+ 
+
+If
+a shareholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails
+to comply with the procedures for tendering its shares, such shares may not be redeemed.
+
+ 
+
+We
+will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our business
+combination. Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable,
+such shareholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials,
+as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe
+the various procedures that must be complied with in order to validly tender or redeem public shares. For example, we may require our
+public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street
+name," to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed
+to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute
+proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a shareholder fails to comply with
+these or any other procedures, its shares may not be redeemed. See the section of this prospectus entitled "Proposed Business —
+Redemption Rights for Public Shareholders upon Completion of our Initial Business Combination — Tendering Stock Certificates
+in Connection with a Tender Offer or Redemption Rights."
+
+ 
+
+You
+will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your
+investment, therefore, you may be forced to sell your public shares, warrants or rights, potentially at a loss.
+
+ 
+
+Our
+public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion
+of an initial business combination, and then only in connection with those public shares that such shareholder properly elected to redeem,
+subject to the limitations described in this prospectus, (ii) the redemption of any public shares properly submitted in connection
+with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or
+timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares
+if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we
+extend the time we need to complete a business combination as described in this prospectus) or (B) with respect to any other provision
+relating to shareholders rights or pre-initial business combination activity and (iii) the redemption of our public shares
+if we are unable to complete an initial business combination within 12 months from the closing of this offering, subject to applicable
+law and as further described herein. In addition, if we are unable to complete an initial business combination within 12 months from
+the closing of this offering (or up to 18 months, if we extend the time we need to complete a business combination as described in this
+prospectus) for any reason, compliance with Cayman Islands law may require that we submit a plan of dissolution to our then-existing
+shareholders for approval prior to the distribution of the proceeds held in our trust account. In that case, public shareholders may
+be forced to wait beyond 12 months from the closing of this offering (or up to 18 months, if we extend the time we need to complete a
+business combination as described in this prospectus) before they receive funds from our trust account. In no other circumstances will
+a public shareholder have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you may
+be forced to sell your public shares, warrants or rights, potentially at a loss.
+
+ 
+
+ 37
+
+ 
+
+ 
+
+ 
+
+You
+will not be entitled to protections normally afforded to investors of many other blank check companies.
+
+ 
+
+Since
+the net proceeds of this offering and the sale of the private shares are intended to be used to complete an initial business combination
+with a target business that has not been selected, we may be deemed to be a "blank check" company under the United States
+securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the successful completion of this offering
+and the sale of the private shares and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating
+this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.
+Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will
+be immediately tradable and we will have a longer period of time to complete our business combination than do companies subject to Rule 419.
+Moreover, if this offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held
+in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an
+initial business combination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see
+the section of this prospectus entitled "Proposed Business — Comparison of This Offering to Those of Blank Check Companies
+Subject to Rule 419."
+
+ 
+
+If
+we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,
+and if you or a "group" of shareholders are deemed to hold in excess of 15% of our Class A ordinary share, you will lose
+the ability to redeem all such shares in excess of 15% of our Class A ordinary share.
+
+ 
+
+If
+we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
+combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public
+shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
+a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with
+respect to more than an aggregate of 15% of the shares sold in this offering, which we refer to as the "Excess Shares." However,
+our amended and restated memorandum and articles of association does not restrict our shareholders ability to vote all of their
+shares (including Excess Shares) for or against our business combination. Your inability to redeem the Excess Shares will reduce your
+influence over our ability to complete our business combination and you could suffer a material loss on your investment in us if you
+sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess
+Shares if we complete our business combination. As a result, you will continue to hold that number of shares exceeding 15% and, in order
+to dispose of such shares, would be required to sell your stock in open market transactions, potentially at a loss.
+
+ 
+
+Because
+of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete
+our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive
+only approximately $10.00 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our
+warrants will expire worthless.
+
+ 
+
+We
+expect to encounter intense competition from other entities having a business objective similar to ours, including private investors
+(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing
+for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience
+in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.
+Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial
+resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target
+businesses we could potentially acquire with the net proceeds of this offering and the sale of the private shares, our ability to compete
+with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This
+inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.
+
+ 
+
+ 
+
+ 38
+
+ 
+
+ 
+
+ 
+
+Furthermore,
+because we are obligated to pay cash for the Class A ordinary shares which our public shareholders redeem in connection with our initial
+business combination, target companies will be aware that this may reduce the resources available to us for our initial business combination.
+This may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our
+initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances,
+on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public shareholders may
+receive less than $10.00 per share upon our liquidation. See "— If third parties bring claims against us, the proceeds held
+in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share"
+and other risk factors in this section.
+
+ 
+
+If
+the net proceeds of this offering and the sale of the private shares not being held in the trust account are insufficient to allow us
+to operate for at least the next 12 months (or up to 18 months, if we extend the time we need to complete a business combination as described
+in this prospectus), we may be unable to complete our initial business combination, in which case our public shareholders may only receive
+$10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
+
+ 
+
+The
+funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the next 12 months (or up
+to 18 months, if we extend the time we need to complete a business combination as described in this prospectus), assuming that our initial
+business combination is not completed during that time. We believe that, upon the closing of this offering, the funds available to us
+outside of the trust account will be sufficient to allow us to operate for at least the next 12 months (or up to 18 months, if we extend
+the time we need to complete a business combination as described in this prospectus); however, we cannot assure you that our estimate
+is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us
+with our search for a target business. We could also use a portion of the funds as a down payment or to fund a "no-shop"
+provision (a provision in letters of intent or merger agreements designed to keep target businesses from "shopping" around
+for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business
+combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where
+we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as
+a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect
+to, a target business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately
+$10.00 per share or less in certain circumstances on the liquidation of our trust account and our warrants will expire worthless. In
+certain circumstances, our public shareholders may receive less than $10.00 per share upon our liquidation. See "— If third
+parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
+by shareholders may be less than $10.00 per share" and other risk factors in this section.
+
+ 
+
+ 39
+
+ 
+
+ 
+
+ 
+
+If
+the net proceeds of this offering and the sale of the private shares not being held in the trust account are insufficient, it could limit
+the amount available to fund our search for a target business or businesses and complete our initial business combination and we will
+depend on loans from our founders or management team to fund our search for a business combination, to pay our taxes and to complete
+our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business combination.
+
+ 
+
+Of
+the net proceeds of this offering and the sale of the private shares, only approximately $650,000 will be available to us initially outside
+the trust account to fund our working capital requirements. In the event that our offering expenses exceed our estimate of $650,000,
+we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside
+the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate
+of $650,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we are required
+to seek additional capital, we would need to borrow funds from our founders or their affiliates to operate, or we may be forced to liquidate.
+None of our founders nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances
+would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination.
+We do not expect to seek loans from parties other than our founders or an affiliate of our founders as we do not believe third parties
+will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account but in
+the event that we seek loans from any third parties, we will obtain a waiver against any and all rights to seek access to funds in our
+trust account. If we are unable to obtain these loans, we may be unable to complete our initial business combination. If we are unable
+to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations
+and liquidate the trust account. Consequently, our public shareholders may only receive approximately $10.00 per share on our redemption
+of our public shares, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than
+$10.00 per share on the redemption of their shares. See "— If third parties bring claims against us, the proceeds held in
+the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share"
+and other risk factors in this section.
+
+ 
+
+We
+do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete
+a business combination with which a substantial majority of our shareholders do not agree.
+
+ 
+
+ Our amended and restated
+memorandum and articles of association will not provide a specified maximum redemption threshold, except that we will only redeem our
+public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 upon consummation of our initial
+business combination and after payment of underwriters fees and commissions (such that we are not subject to the SEC s "penny
+stock" rules). As a result, we may be able to complete our business combination even though a substantial majority of our public
+shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business
+combination and do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, have entered
+into privately negotiated agreements to sell their shares to our founders, advisors or their affiliates. In the event the aggregate cash
+consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required
+to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to
+us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be
+returned to the holders thereof, and we instead may search for an alternate business combination. 
+
+ 
+
+ 40
+
+ 
+
+ 
+
+ 
+
+If
+third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
+by shareholders may be less than $10.00 per share.
+
+ 
+
+Our
+placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all
+vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving
+any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders,
+such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims
+against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar
+claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim
+against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims
+to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter
+into an agreement with a third party that has not executed a waiver if management believes that such third party s engagement would
+be significantly more beneficial to us than any alternative. Making such a request of potential target businesses may make our acquisition
+proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field
+of potential target businesses that we might pursue.
+
+ 
+
+Examples
+of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant
+whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
+agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,
+there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
+any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption
+of our public shares, if we are unable to complete our business combination within the prescribed timeframe, or upon the exercise of
+a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that
+were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount
+received by public shareholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors.
+Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold
+to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds
+in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account
+as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest
+which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver
+of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this
+offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver
+is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such
+third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations
+and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification
+obligations. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims
+were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced
+to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive
+such lesser amount per share in connection with any redemption of your public shares. None of our officers will indemnify us for claims
+by third parties including, without limitation, claims by vendors and prospective target businesses.
+
+ 
+
+Our
+independent directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount
+of funds in the trust account available for distribution to our public shareholders.
+
+ 
+
+In
+the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share or (ii) such lesser
+amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the
+trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy
+its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine
+whether to take legal action against our sponsor to enforce its indemnification obligations.
+
+ 
+
+ 41
+
+ 
+
+ 
+
+ 
+
+While
+we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification
+obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for
+example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if
+the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these
+indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced
+below $10.00 per share.
+
+ 
+
+If,
+after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy
+petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be
+exposed to claims of punitive damages.
+
+ 
+
+If,
+after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy
+petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor
+and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy
+court could seek to recover all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached
+its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by
+paying public shareholders from the trust account prior to addressing the claims of creditors.
+
+ 
+
+If,
+before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy
+petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our
+shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be
+reduced.
+
+ 
+
+If,
+before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy
+petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy
+law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.
+To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders
+in connection with our liquidation may be reduced. 
+
+ 
+
+Our
+shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
+of their shares.
+
+ 
+
+If
+we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment
+if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall
+due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders.
+Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad
+faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing
+the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and
+officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were
+unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine
+of approximately $18,000 and imprisonment for five years in the Cayman Islands. 
+
+ 
+
+Because
+we are not limited to a particular industry, sector or any specific target businesses with which to pursue our initial business combination,
+you will be unable to ascertain the merits or risks of any particular target business operations.
+
+ 
+
+Although
+we expect to focus our search for a target business on companies within technology-enabled financial sectors, including but not limited
+to, blockchain infrastructure, software services, and non-fungible token, we may seek to complete a business combination with an operating
+company in any industry or sector. However, we will not, under our amended and restated memorandum and articles of association, be permitted
+to complete our business combination with another blank check company or similar company with nominal operations. Because we have not
+yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible
+merits or risks of any particular target business s operations, results of operations, cash flows, liquidity, financial condition
+or prospects. To the extent we complete our business combination, we may be affected by numerous risks inherent in the business operations
+with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of
+revenues or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development
+stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot
+assure you that we will properly ascertain or assess all the significant risk factors or that we will have adequate time to complete
+due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances
+that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove
+to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly,
+any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their
+shares. Such shareholders are unlikely to have a remedy for such reduction in value.
+
+ 
+
+ 42
+
+ 
+
+ 
+
+ 
+
+We
+may face additional and distinctive risks if we acquire a financial technology business. 
+
+ 
+
+Business
+combinations with financial technology businesses may involve special considerations and risks. If we complete our initial business combination
+with a financial technology business, we will be subject to the following risks, any of which could be detrimental to us and the business
+we acquire:
+
+ 
+
+ 
+ 
+ 
+ If
+ the company or business we acquire provides products or services which relate to the facilitation of financial transactions, such
+ as funds or securities settlement system, and such product or service fails or is compromised, we may be subject to claims from both
+ the firms to whom we provide our products and services and the clients they serve; 
+
+ 
+ 
+
+ 
+ 
+ 
+ If
+ we are unable to keep pace with evolving technology and changes in the financial services industry, our revenues and future prospects
+ may decline; 
+
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ ability to provide financial technology products and services to customers may be reduced or eliminated by regulatory changes; 
+
+ 
+ 
+
+ 
+ 
+ 
+ Any
+ business or company we acquire could be vulnerable to cyberattack or theft of individual identities or personal data; 
+
+ 
+ 
+
+ 
+ 
+ 
+ Difficulties
+ with any products or services we provide could damage our reputation and business; 
+
+ 
+ 
+
+ 
+ 
+ 
+ A
+ failure to comply with privacy regulations could adversely affect relations with customers and have a negative impact on business;
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may not be able to protect our intellectual property and we may be subject to infringement claims; and 
+
+ 
+ 
+
+ 
+ 
+ 
+ We
+ and any business or company we acquire may not be able to adapt to the complex and evolving regulatory environment for financial
+ technology services in China. 
+
+ 
+ 
+
+Any
+of the foregoing could have an adverse impact on our operations following a business combination. However, our efforts in identifying
+prospective target businesses will not be limited to financial technology businesses. Accordingly, if we acquire a target business in
+another industry, these risks will likely not affect us and we will be subject to other risks attendant with the specific industry in
+which we operate or target business which we acquire, none of which can be presently ascertained.
+
+ 
+
+ 43
+
+ 
+
+ 
+
+ 
+
+Past
+performance by our management team, our advisors and our founders may not be indicative of future performance of an investment in us.
+
+ 
+
+Information
+regarding performance by, or businesses associated with our management team and our founders and their affiliates is presented for informational
+purposes only. Past performance by our management team and our founders is not a guarantee either (i) of success with respect to
+any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business
+combination. Majority of our officers, directors and advisors have not had management experience with special purpose acquisition corporations
+in the past. You should not rely on the historical record of our management team s, our advisors or our founders 
+respective performance as indicative of our future performance of an investment in us or the returns we will, or are likely to, generate
+going forward. Furthermore, an investment in us is not an investment in our founders or their affiliates.
+
+ 
+
+We
+may seek acquisition opportunities in industries or sectors which may or may not be outside of our management s area of expertise.
+
+ 
+
+We
+will consider a business combination outside of our management s area of expertise if a business combination candidate is presented
+to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will
+endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately
+ascertain or assess all the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove
+to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a business combination
+candidate. In the event we elect to pursue an acquisition outside of the areas of our management s expertise, our management s
+expertise may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the
+areas of our management s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result,
+our management may not be able to adequately ascertain or assess all the significant risk factors. Accordingly, any shareholders who
+choose to remain shareholders following our business combination could suffer a reduction in the value of their shares. Such shareholders
+are unlikely to have a remedy for such reduction in value.
+
+ 
+
+Although
+we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may
+enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target
+business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria
+and guidelines.
+
+ 
+
+Although
+we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business
+with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial
+business combination with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful
+as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective
+business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise
+their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to
+have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or
+we decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval
+of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete
+our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances,
+on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public shareholders may
+receive less than $10.00 per share on the redemption of their shares. See "— If third parties bring claims against us, the
+proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00
+per share" and other risk factors in this section.
+
+ 
+
+ 44
+
+ 
+
+ 
+
+ 
+
+We
+may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record
+of revenue or earnings, which could subject us to volatile revenues or earnings or difficulty in retaining key personnel.
+
+ 
+
+To
+the extent we complete our initial business combination with an early stage company such as a pre-revenue entity with a limited operating
+history, a financially unstable business, or an entity lacking an established record of revenues or earnings, we may be affected by numerous
+risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven
+business model and with limited historical financial data, a lack of revenues or earnings and difficulties in obtaining and retaining
+key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may
+not be able to properly ascertain or assess all the significant risk factors and we may not have adequate time to complete due diligence.
+Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those
+risks will adversely impact a target business.
+
+ 
+
+We
+are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently,
+you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial
+point of view.
+
+ 
+
+Unless
+we complete our business combination with an affiliated entity or our board cannot independently determine the fair market value of the
+target business or businesses, we are not required to obtain an opinion from an independent investment banking firm that is a member
+of FINRA or from an independent accounting firm that the price we are paying is fair to our company from a financial point of view. If
+no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value
+based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or
+tender offer materials, as applicable, related to our initial business combination.
+
+ 
+
+Resources
+could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate
+and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may
+receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account
+and our warrants will expire worthless.
+
+ 
+
+We
+anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,
+disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,
+attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the
+proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we
+may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will
+result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire
+or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only
+approximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances,
+our public shareholders may receive less than $10.00 per share on the redemption of their shares. See "— If third parties
+bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders
+may be less than $10.00 per share" and other risk factors in this section.
+
+ 
+
+We
+may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete
+our business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
+
+ 
+
+If
+we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers
+to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make
+it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we
+could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence
+investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations
+and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks,
+it could negatively impact our profitability and results of operations.
+
+ 
+
+ 45
+
+ 
+
+ 
+
+ 
+
+We
+may have a limited ability to assess the management of a prospective target business and, as a result, may complete our initial business
+combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company,
+which could, in turn, negatively impact the value of our shareholders investment in us.
+
+ 
+
+When
+evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the
+target business s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities
+of the target s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities
+we suspected. Should the target s management not possess the skills, qualifications or abilities necessary to manage a public company,
+the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose
+to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are
+unlikely to have a remedy for such reduction in value.
+
+ 
+
+The
+officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The departure of a
+business combination target s key personnel could negatively impact the operations and profitability of our post-combination business.
+The role of an acquisition candidate s key personnel upon the completion of our initial business combination cannot be ascertained
+at this time. Although we contemplate that certain members of an acquisition candidate s management team will remain associated
+with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition
+candidate will not wish to remain in place.
+
+ 
+
+We
+may attempt to complete our initial business combination with a private company about which little information is available, which may
+result in a business combination with a company that is not as profitable as we suspected, if at all.
+
+ 
+
+In
+pursuing our acquisition strategy, we may seek to complete our initial business combination with a privately held company. Very little
+public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential
+initial business combination on the basis of limited information, which may result in a business combination with a company that is not
+as profitable as we suspected, if at all.
+
+ 
+
+ We
+may only be able to complete one business combination with the proceeds of this offering and the sale of the private shares, which will
+cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification
+may negatively impact our operations and profitability.
+
+ 
+
+ Of
+the net proceeds from this offering and the sale of the private shares, up to $75,000,000 (or $86,250,000 if the underwriters 
+over-allotment option is exercised in full) will be available to complete our business combination and pay related fees and expenses
+(which includes up to approximately $2,625,000, or up to approximately $3,018,750 if the over-allotment option is exercised in full,
+for the payment of deferred underwriting commissions). 
+
+ 
+
+ 46
+
+ 
+
+ 
+
+ 
+
+We
+may complete our business combination with a single target business or multiple target businesses simultaneously or within a short period
+of time. However, we may not be able to complete our business combination with more than one target business because of various factors,
+including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with
+the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined
+basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous
+economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible
+spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations
+in different industries or different areas of a single industry. In addition, we intend to focus our search for an initial business combination
+in a single industry. Accordingly, the prospects for our success may be:
+
+ 
+
+ 
+ 
+ 
+ solely dependent upon the
+ performance of a single business, property or asset, or
+
+ 
+ 
+
+ 
+ 
+ 
+ dependent upon the development
+ or market acceptance of a single or limited number of products, processes or services.
+
+ 
+ 
+
+This
+lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may have a
+substantial adverse impact upon the particular industry in which we may operate subsequent to our business combination.
+
+ 
+
+Risks
+Related to Our Management
+
+ 
+
+Our
+ability to successfully complete our initial business combination and to be successful thereafter will be totally dependent upon the
+efforts of members of our management team, some of whom may join us following our initial business combination. The loss of such people
+could negatively impact the operations and profitability of our post-combination business.
+
+ 
+
+Our
+ability to successfully complete our business combination is dependent upon the efforts of members of our management team. The role of
+members of our management team in the target business, however, cannot presently be ascertained. Although some members of our management
+team may remain with the target business in senior management or advisory positions following our business combination, it is likely
+that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals
+we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct.
+These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to
+expend time and resources helping them become familiar with such requirements.
+
+ 
+
+In
+addition, the officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The
+departure of a business combination target s key personnel could negatively impact the operations and profitability of our post-combination
+business. The role of an acquisition candidate s key personnel upon the completion of our initial business combination cannot be
+ascertained at this time. Although we contemplate that certain members of an acquisition candidate s management team will remain
+associated with the acquisition candidate following our initial business combination, it is possible that members of the management of
+an acquisition candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability
+of our post-combination business.
+
+ 
+
+Members
+of our management team may negotiate employment or consulting agreements with a target business in connection with a particular business
+combination. These agreements may provide for them to receive compensation following our business combination and as a result, may cause
+them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
+
+ 
+
+Members
+of our management team may be able to remain with the company after the completion of our business combination only if they are able
+to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously
+with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments
+and/or our securities for services they would render to us after the completion of the business combination. The personal and financial
+interests of such individuals may influence their motivation in identifying and selecting a target business. However, we believe the
+ability of such individuals to remain with us after the completion of our business combination will not be the determining factor in
+our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any members
+of our management team will remain with us after the completion of our business combination. We cannot assure you that any members of
+our management team will remain in senior management or advisory positions with us. The determination as to whether any members of our
+management team will remain with us will be made at the time of our initial business combination.
+
+ 
+
+ 47
+
+ 
+
+ 
+
+ 
+
+Our
+officers and directors may allocate their time to other businesses and may become officers or directors of other special purpose acquisition
+companies, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs and whether to present
+a target to us instead of our competitors. This conflict of interest could have a negative impact on our ability to complete our initial
+business combination.
+
+ 
+
+Our
+officers and directors have fiduciary responsibility to dedicate substantially all their business time to their respective affairs and
+their respective portfolio companies. However, this responsibility does not require any of our officers or directors to commit his or
+her full time to our affairs in particular, which may result in a conflict of interest in allocating their time between our operations
+and our search for a business combination and their other businesses, including other business endeavors for which he or she may be entitled
+to substantial compensation. Furthermore, our officers and directors may become an officer or director
+of another special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended,
+or the Exchange Act even before we enter a definitive agreement regarding our initial business combination. We do not intend to
+have any full-time employees prior to the completion of our initial business combination. In addition, each of our officers and certain
+of our directors are employed by or affiliated with our founders, which makes investments in securities or other interests of or relating
+to companies in industries we may target for our initial business combination. Our independent directors also serve as officers or board
+members for other entities. If our officers and directors other business affairs require them to devote substantial amounts
+of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs; or
+if they have fiduciary duty to present a target company to our competitor instead of us, which may have a negative impact on our ability
+to complete our initial business combination. For a complete discussion of our officers and directors other business affairs,
+please see the section of this prospectus entitled "Management — Conflicts of Interest."
+
+ 
+
+Certain
+of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities
+similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining
+to which entity a particular business opportunity should be presented.
+
+ 
+
+Following
+the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying
+and combining with one or more businesses. Our officers and directors are, and may in the future become, affiliated with entities (such
+as operating companies or investment vehicles) that are engaged in a similar business.
+
+ 
+
+Our
+officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other
+entities in the future to which they owe certain fiduciary or contractual duties, including our founders affiliates. Accordingly,
+they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts
+may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.
+Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity
+offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director
+or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be
+reasonable for us to pursue.
+
+ 
+
+For
+a complete discussion of our officers and directors business affiliations and the potential conflicts of interest that
+you should be aware of, please see the sections of this prospectus entitled "Management — Officers, Directors and Director
+Nominees," "Management — Conflicts of Interest" and "Certain Relationships and Related Party Transactions."
+
+ 
+
+ 48
+
+ 
+
+ 
+
+ 
+
+Our
+founders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
+
+ 
+
+We
+have not adopted a policy that expressly prohibits our founders or their respective affiliates from having a direct or indirect pecuniary
+or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an
+interest. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities
+of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.
+
+ 
+
+We
+may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated
+with our founders which may raise potential conflicts of interest.
+
+ 
+
+In
+light of the involvement of our officers and directors with other entities, we may decide to acquire one or more businesses affiliated
+with our founders or their respective affiliates. Our officers and directors also serve as officers and board members for other entities,
+including, without limitation, those described under the section of this prospectus entitled "Management — Conflicts
+of Interest." Such entities may compete with us for business combination opportunities. Our founders are not currently aware of
+any specific opportunities for us to complete our business combination with any entities with which they are affiliated, and there have
+been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not be specifically
+focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such
+affiliated entity met our criteria for a business combination as set forth in the section of this prospectus entitled "Proposed
+Business — Sources of Target Businesses" and such transaction was approved by a majority of our disinterested directors.
+Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent
+accounting firm, regarding the fairness to our company from a financial point of view of a business combination with one or more domestic
+or international businesses affiliated with our founders or their respective affiliates, potential conflicts of interest still may exist
+and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent
+any conflicts of interest.
+
+ 
+
+Since
+our founders will lose their entire investment in us if our business combination is not completed, a conflict of interest may arise in
+determining whether a particular business combination target is appropriate for our initial business combination.
+
+ 
+
+ On April 16, 2021,
+our sponsor acquired 2,300,000 Class B ordinary shares for an aggregate purchase price of $25,000. On May 11, 2021, our sponsor
+surrendered 1,150,000 founder shares. On November 8, 2021, we effectuated a capitalization of shares in connection with upsizing of
+the offering from $40 million to $75 million, so our sponsor was issued additional 1,006,250 founder shares at no additional
+consideration. As a result, our sponsor acquired 2,156,250 Class B ordinary shares for an aggregate purchase price of $25,000. Our
+sponsor has committed to transfer an aggregated amount of 60,000 founder shares to our directors, officers and/or their designees as
+their compensation shares prior to the closing of this offering at the original purchase price. Prior to the initial investment in
+the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The number of founder shares issued was
+determined based on the expectation that such founder shares would represent 20% of the outstanding shares after this offering
+(excluding the sale of the private shares and assuming our founders do not purchase public shares in this offering). The founder
+shares will be worthless if we do not complete an initial business combination. In addition, our sponsor has committed to purchase
+an aggregate of 320,000 (or 342,500 if the underwriters over-allotment option is exercised in full) private shares, at $10.00
+per share, for a purchase price of approximately $3,200,000 (or approximately $3,425,000 if the underwriters over-allotment
+option is exercised in full). The founder shares and private shares will be worthless if we do not complete an initial business
+combination. Our founders have agreed (A) to vote any shares owned by them in favor of any proposed business combination and
+(B) not to redeem any founder shares or private shares in connection with a shareholder vote to approve a proposed initial
+business combination. In addition, we may obtain loans from our founders. The personal and financial interests of our founders may
+influence their motivation in identifying and selecting a target business combination, completing an initial business combination
+and influencing the operation of the business following the initial business combination. 
+
+ 
+
+In
+order to complete our initial business combination, we may seek to amend our amended and restated memorandum and articles of association
+or other governing instruments, including our warrant agreement, in a manner that will make it easier for us to complete our initial
+business combination but that our shareholders or warrant holders may not support.
+
+ 
+
+In
+order to complete a business combination, blank check companies have, in the recent past, amended various provisions of their charters
+and governing instruments, including their warrant agreement. For example, blank check companies have amended the definition of business
+combination, increased redemption thresholds, changed industry focus and, with respect to their warrants, amended their warrant agreements
+to require the warrants to be exchanged for cash and/or other securities. We cannot assure you that we will not seek to amen our charter
+or other governing instruments or change our industry focus in order to complete our initial business combination.
+
+ 
+
+ 49
+
+ 
+
+ 
+
+ 
+
+The
+provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and
+corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of
+holders of 65% of our ordinary share, which is a lower amendment threshold than that of some other blank check companies. It may be easier
+for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate the
+completion of an initial business combination that some of our shareholders may not support.
+
+ 
+
+ Some other blank check
+companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate
+to a company s pre-business combination activity, without approval by a certain percentage of the company s shareholders.
+In those companies, amendment of these provisions requires approval by between 90% and 100% of the company s public shareholders.
+Our amended and restated memorandum and articles of association will provide that any of its provisions related to pre-business combination
+activity (including the requirement to deposit proceeds of this offering and the private placement of shares into the trust account and
+not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein)
+may be amended if approved by holders of 65% of our ordinary shares entitled to vote thereon, and corresponding provisions of the trust
+agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares entitled
+to vote thereon. In all other instances, our amended and restated memorandum and articles of association may be amended by holders of
+a majority of our outstanding ordinary shares entitled to vote thereon, subject to applicable provisions of the Companies Act or applicable
+stock exchange rules. We may not issue additional securities that can vote on amendments to our amended and restated memorandum and articles
+of association or in our initial business combination. Our founders, who will beneficially own up to 22.64% of our ordinary shares upon
+the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended
+and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose.
+As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our
+pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a
+business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated
+memorandum and articles of association. 
+
+ 
+
+Our
+founders have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated memorandum
+and articles of association (i) that would modify the substance or timing of our obligation to allow redemption in connection with
+our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
+12 months from the closing of this offering (or up to 18 months, if we extend the time we need to complete a business combination as
+described in this prospectus), or (ii) with respect to any other material provision relating to shareholders rights or pre-initial
+business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares
+upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
+account, including interest (which interest shall be net of taxes payable and amounts previously released to us for working capital purposes),
+divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that we have entered into
+with our founders. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not
+have the ability to pursue remedies against our founders for any breach of these agreements. As a result, in the event of a breach, our
+shareholders would need to pursue a shareholder derivative action, subject to applicable law.
+
+ 
+
+We
+may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target
+business, which could compel us to restructure or abandon a particular business combination.
+
+ 
+
+Although
+we believe that the net proceeds of this offering and the sale of the private shares will be sufficient to allow us to complete our initial
+business combination, because we have not yet selected any prospective target business we cannot ascertain the capital requirements for
+any particular transaction. If the net proceeds of this offering and the sale of the private shares prove to be insufficient, either
+because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business,
+the obligation to repurchase for cash a significant number of shares from shareholders who elect redemption in connection with our initial
+business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination,
+we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing
+will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete
+our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination
+and seek an alternative target business candidate. If we are unable to complete our initial business combination, our public shareholders
+may receive only approximately $10.00 per share plus any pro rata interest earned on the funds held in the trust account (and not previously
+released to us to pay our taxes) on the liquidation of our trust account and our warrants will expire worthless. In addition, even if
+we do not need additional financing to complete our business combination, we may require such financing to fund the operations or growth
+of the target business. The failure to secure additional financing could have a material adverse effect on the continued development
+or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection
+with or after our initial business combination. If we are unable to complete our initial business combination, our public shareholders
+may only receive approximately $10.00 per share on the liquidation of our trust account, and our warrants will expire worthless. In certain
+circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares. See "— If
+third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
+by shareholders may be less than $10.00 per share" and other risk factors in this section.
+
+ 
+
+ 50
+
+ 
+
+ 
+
+ 
+
+Our
+founders and other insiders may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you
+do not support.
+
+ 
+
+ Upon the closing of this
+offering, our founders will own founder shares representing 20% of our issued and outstanding ordinary shares (assuming they do not purchase
+any units in this offering and excluding the sale of the private shares). Simultaneously with the closing of this offering, we will be
+issuing 320,000 private shares (or up to 342,500 private shares if the underwriters over-allotment option is exercised in full)
+to our sponsor. In addition, if our founders or their designated parties make any working capital loans, up to $120,000 of such loans
+may be converted into working capital shares, at the price of $10.00 per share at the option of the lenders. Such working capital shares
+would be identical to the private shares sold in the private placement. Accordingly, our founders along with any designated parties may
+exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments
+to our amended and restated memorandum and articles of association and approval of major corporate transactions. If our founders purchase
+any units in this offering or if they purchase any additional ordinary shares in the aftermarket or in privately negotiated transactions,
+this would increase their control. Factors that would be considered in making such additional purchases would include consideration of
+the current trading price of our Class A ordinary share. In addition, our board of directors, whose members were elected by certain of
+our initial shareholders, is and will be divided into three classes, each of which will generally serve for a term of three years with
+only one class of directors being elected in each year. We may not hold an annual meeting of shareholders to elect new directors prior
+to the completion of our business combination, in which case all of the current directors will continue in office until at least the
+completion of the business combination. If there is an annual meeting, as a consequence of our "staggered" board of directors,
+only a minority of the board of directors will be considered for election and our initial shareholders, because of their ownership position,
+will have considerable influence regarding the outcome. In addition, the founder shares, all of which are held by our founders, will
+entitle the founders to elect all of our directors prior to our initial business combination. Holders of our public shares will have
+no right to vote on the election of directors during such time. These provisions of our amended and restated memorandum and articles
+of association may only be amended by the vote of at least 90% of our issued and outstanding ordinary shares entitled to vote thereon.
+As a result, you will not have any influence over the election of directors prior to our initial business combination. Accordingly, our
+initial shareholders will continue to exert control at least until the completion of our business combination. 
+
+ 
+
+Post
+Business Combination Risks
+
+ 
+
+Our
+management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance
+that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably
+operate such business.
+
+ 
+
+We
+may structure a business combination so that the post-transaction company in which our public shareholders own shares will own less than
+100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction
+company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target
+sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act.
+We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting
+securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business
+combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could
+pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital
+stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial
+number of new ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding
+ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting
+in a single person or group obtaining a larger share of the company s stock than we initially acquired. Accordingly, this may make
+it more likely that our management will not be able to maintain our control of the target business. We cannot provide assurance that,
+upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably
+operate such business.
+
+ 
+
+ 51
+
+ 
+
+ 
+
+ 
+
+Subsequent
+to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment
+or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price,
+which could cause you to lose some or all of your investment.
+
+ 
+
+Even
+if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface
+all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues
+through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later
+arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment
+or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected
+risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though
+these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature
+could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate
+net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue
+of our obtaining post-combination debt financing. Accordingly, any shareholders who choose to remain shareholders following the business
+combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction
+in value.
+
+ 
+
+ Risks Associated with Acquiring and Operating
+a Business Outside of the United States 
+
+ 
+
+If
+we complete our initial business combination with a company with operations or opportunities outside of the United States, we would
+be subject to a variety of additional risks that may negatively impact our operations.
+
+ 
+
+If
+we complete our initial business combination with a company with operations or opportunities outside of the United States, we would
+be subject to any special considerations or risks associated with companies operating in an international setting, including any of the
+following:
+
+ 
+
+ 
+ 
+ 
+ higher costs and difficulties
+ inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas
+ markets;
+
+ 
+ 
+
+ 
+ 
+ 
+ rules and regulations
+ regarding currency redemption;
+
+ 
+ 
+
+ 
+ 
+ 
+ complex corporate withholding
+ taxes on individuals;
+
+ 
+ 
+
+ 
+ 
+ 
+ laws governing the manner
+ in which future business combinations may be effected;
+
+ 
+ 
+
+ 
+ 
+ 
+ tariffs and trade barriers;
+
+ 
+ 
+
+ 
+ 
+ 
+ regulations related to
+ customs and import/export matters;
+
+ 
+ 
+
+ 
+ 
+ 
+ longer payment cycles and
+ challenges in collecting accounts receivable;
+
+ 
+ 
+
+ 
+ 
+ 
+ tax issues, such as tax
+ law changes and variations in tax laws as compared to the United States;
+
+ 
+ 
+
+ 
+ 
+ 
+ currency fluctuations and
+ exchange controls;
+
+ 
+ 
+
+ 
+ 
+ 
+ rates of inflation;
+
+ 
+ 
+
+ 
+ 
+ 
+ cultural and language differences;
+
+ 
+ 
+
+ 
+ 
+ 
+ employment regulations;
+
+ 
+ 
+
+ 
+ 
+ 
+ crime, strikes, riots,
+ civil disturbances, terrorist attacks, natural disasters and wars;
+
+ 
+ 
+
+ 
+ 
+ 
+ deterioration of political
+ relations with the United States; and
+
+ 
+ 
+
+ 
+ 
+ 
+ government appropriations
+ of assets.
+
+ 
+ 
+
+We
+may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely
+impact our results of operations and financial condition.
+
+ 
+
+ 52
+
+ 
+
+ 
+
+ 
+
+ Because of the costs and difficulties inherent
+in managing cross-border business operations, our results of operations may be negatively impacted. 
+
+ 
+
+ Managing a business, operations, personnel,
+or assets in another country is challenging and costly. Any management that we may have (whether based abroad or in the U.S.) may be
+inexperienced in cross-border business practices and unaware of significant differences in accounting rules, legal regimes, and labor
+practices. Even with a seasoned and experienced management team, the costs, and difficulties inherent in managing cross-border business
+operations, personnel and assets can be significant (and much higher than in a purely domestic business) and may negatively impact our
+financial and operational performance. 
+
+ 
+
+ Many countries have difficult and unpredictable
+legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely
+impact our results of operations and financial condition. 
+
+ 
+
+ Our ability to seek and enforce legal protections,
+including with respect to intellectual property and other property rights, or to defend ourselves with regard to legal actions taken
+against us in a given country, may be difficult or impossible, which could adversely impact our operations, assets, or financial condition. 
+
+ 
+
+ Rules and regulations in many countries are
+often ambiguous or open to differing interpretation by responsible individuals and agencies at the municipal, state, regional and federal
+levels. The attitudes and actions of such individuals and agencies are often difficult to predict and inconsistent. 
+
+ 
+
+ Delay with respect to the enforcement of particular
+rules and regulations, including those relating to customs, tax, environmental and labor, could cause serious disruption to operations
+abroad and negatively impact our results. 
+
+ 
+
+ If we effect a business combination with
+a company located outside of the United States, the laws applicable to such company will likely govern all of our material agreements
+and we may not be able to enforce our legal rights. 
+
+ 
+
+ If we effect a business combination with a
+company located outside of the United States, the laws of the country in which such company operates will govern almost all of the
+material agreements relating to its operations. We cannot assure you that the target business will be able to enforce any of its material
+agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such
+jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain
+a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. Additionally,
+if we acquire a company located outside of the United States, it is likely that substantially all of our assets would be located
+outside of the United States and some of our officers and directors might reside outside of the United States. As a result, it may not
+be possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers
+or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers
+under Federal securities laws. 
+
+ 
+
+ In addition, if we effect our initial business
+combination with a business either based in or having significant operations in the PRC, the laws of the PRC will govern almost all of
+the material agreements relating to its operations, including any contractual arrangements through which we acquire control of the target
+business. The PRC s legal system is a civil-law system based on written statutes. Unlike the common-law system, prior court decisions
+under the PRC s civil-law system may be cited for reference but have limited precedential value, which has led to uncertainty and
+inconsistency in the interpretation and enforcement of many laws. Uncertainties also exist with respect to new legislation or proposed
+changes in the PRC regulatory requirements as the PRC legal system is rapidly evolving. As such, we cannot assure you that the target
+business or the combined company will be able to enforce any of its material agreements or that remedies will be available. 
+
+ 
+
+ If any dividend is declared in the future
+and paid in a foreign currency, you may be taxed on a larger amount in U.S. 
+
+ 
+
+ If you are a U.S. holder of our ordinary shares,
+you will be taxed on the U.S. dollar value of your dividends, if any, at the time you receive them, even if you actually receive a smaller
+amount of U.S. dollars when the payment is in fact converted into U.S. dollars. Specifically, if a dividend is declared and paid in a
+foreign currency, the amount of the dividend distribution that you must include in your income as a U.S. holder will be the U.S. dollar
+value of the payments made in the foreign currency, determined at the spot rate of the foreign currency to the U.S. dollar on the date
+the dividend distribution is includible in your income, regardless of whether the payment is in fact converted into U.S. dollars. Thus,
+if the value of the foreign currency decreases before you actually convert the currency into U.S. dollars, you will be taxed on a larger
+amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately receive. 
+
+ 
+
+ 53
+
+ 
+
+ 
+
+ 
+
+Risks
+Related to Our Securities
+
+ 
+
+If
+our securities are approved for listing, Nasdaq may delist our securities from trading on its exchange, which could limit investors 
+ability to make transactions in our securities and subject us to additional trading restrictions.
+
+ 
+
+We
+have applied to have our units listed on Nasdaq on or promptly after the date of this prospectus and our Class A ordinary shares, warrants
+and rights listed on or promptly after their date of separation. Although after giving effect to this offering we expect to meet, on
+a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities
+will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing
+our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and stock price
+levels. Generally, we must maintain a minimum amount in shareholders equity (generally $2,500,000) and a minimum number of holders
+of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required
+to demonstrate compliance with Nasdaq s initial listing requirements, which are more rigorous than Nasdaq s continued listing
+requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally
+be required to be at least $4.00 per share and our shareholders equity would generally be required to be at least $5.0 million
+and we would be required to have a minimum of 300 round lot holders of our securities. We cannot assure you that we will be able to meet
+those initial listing requirements at that time.
+
+ 
+
+If
+Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities
+exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material
+adverse consequences, including:
+
+ 
+
+ 
+ 
+ 
+ a limited availability
+ of market quotations for our securities;
+
+ 
+ 
+
+ 
+ 
+ 
+ reduced liquidity for our
+ securities;
+
+ 
+ 
+
+ 
+ 
+ 
+ a determination that our
+ Class A ordinary share is a "penny stock" which will require brokers trading in our Class A ordinary share to adhere
+ to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
+
+ 
+ 
+
+ 
+ 
+ 
+ a limited amount of news
+ and analyst coverage; and
+
+ 
+ 
+
+ 
+ 
+ 
+ a decreased ability to
+ issue additional securities or obtain additional financing in the future.
+
+ 
+ 
+
+The
+National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
+sale of certain securities, which are referred to as "covered securities." Because we expect that our units and eventually
+our Class A ordinary shares, warrants and rights will be listed on Nasdaq, our units, Class A ordinary shares, warrants and rights will
+be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the
+states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states
+can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to
+prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities
+regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of
+securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not be covered
+securities and we would be subject to regulation in each state in which we offer our securities.
+
+ 
+
+ 54
+
+ 
+
+ 
+
+ 
+
+Holders
+of warrants and rights will not have redemption rights if we are unable to complete an initial business combination within the required
+time period.
+
+ 
+
+If
+we are unable to complete an initial business combination within the required time period and we redeem and distribute the funds held
+in the trust account, the warrants and rights will expire and holders will not receive any of such proceeds with respect to the warrants
+or rights.
+
+ 
+
+We
+have no obligation to net cash settle the warrants or rights.
+
+ 
+
+In
+no event will we have any obligation to net cash settle the warrants or rights. If the issuance of the shares upon exercise of the warrants
+is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise
+such warrant and such warrant may have no value and expire worthless.
+
+ 
+
+We
+are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities
+laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor
+from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.
+
+ 
+
+We
+are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities
+laws at this time. However, under the terms of the warrant agreement, have agreed that as soon as practicable, but in no event later
+than 30 business days after the closing of our initial business combination, we will use our reasonable best efforts to file, and within
+60 business days following our initial business combination to have declared effective, a registration statement under the Securities
+Act covering such shares and maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants,
+until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be
+able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration
+statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC
+issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required
+to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis,
+and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon
+such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration
+is available. Notwithstanding the above, if our Class A ordinary share is at the time of any exercise of a warrant not listed on a national
+securities exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the
+Securities Act, we may, at our option, require holders of warrants who exercise their warrants to do so on a "cashless basis"
+in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or
+maintain in effect a registration statement, but we will be required to use our best efforts to register or qualify the shares under
+applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant.
+If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification,
+the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In
+such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for
+the Class A ordinary shares included in the units. If and when the warrants become redeemable by us, we may exercise our redemption right
+even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws.
+We will use our best efforts to register or qualify such Class A ordinary shares under the blue sky laws of the state of residence in
+those states in which the warrants were offered by us in this offering.
+
+ 
+
+We
+may issue additional ordinary shares or preferred shares to complete our initial business combination or under an employee incentive
+plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class
+B ordinary shares at a ratio greater than one-to-one at the closing of our initial business combination as a result of the anti-dilution
+provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest
+of our shareholders and likely present other risks.
+
+ 
+
+ Our amended and restated
+memorandum and articles of association will authorize the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per
+share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share.
+Immediately after this offering, there will be 7,820,000 Class A ordinary shares and 1,875,000 Class B ordinary shares (assuming, in
+each case, that the underwriters have not exercised their over-allotment option and 281,250 founder shares have been forfeited as a result)
+issued and outstanding. As a result, there will be 192,180,000 unissued Class A ordinary shares and 18,125,000 Class B ordinary shares,
+respectively, available for issuance, which amount does not take into account the Class A ordinary shares reserved for issuance upon
+exercise of any outstanding warrants or the Class A ordinary shares issuable upon conversion of Class B ordinary share. Immediately after
+the consummation of this offering, there will be no preference shares issued and outstanding. Class B ordinary shares are convertible
+into our Class A ordinary shares initially at a one-for-one ratio but subject to adjustments as set forth herein, including in certain
+circumstances in which we issue Class A ordinary shares or equity-linked securities related to our initial business combination. 
+
+ 
+
+ 55
+
+ 
+
+ 
+
+ 
+
+We
+may issue a substantial number of additional ordinary shares or preferred shares to complete our initial business combination or under
+an employee incentive plan after completion of our initial business combination (although our amended and restated memorandum and articles
+of association will provide that we may not issue securities that can vote with shareholders on matters related to our pre-initial business
+combination activity). We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than
+one-to-one at the closing of our initial business combination as a result of the anti-dilution provisions contained in our amended and
+restated memorandum and articles of association. However, our amended and restated memorandum and articles of association will provide,
+among other things, that prior to our initial business combination, we may not issue additional shares that would entitle the holders
+thereof to: (i) receive funds from the trust account; (ii) vote on any initial business combination; or (iii) vote on
+matters related to our pre-initial business combination activity. These provisions of our amended and restated memorandum and articles
+of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with the approval
+of our shareholders. However, our executive officers and directors have agreed, pursuant to a written agreement with us, that they will
+not propose any amendment to our amended and restated memorandum and articles of association to (A) modify the substance or timing
+of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem
+100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or
+up to 18 months, if we extend the time we need to complete a business combination as described in this prospectus), or (B) with
+respect to any other material provision relating to shareholders rights or pre-initial business combination activity, unless we
+provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share
+price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall
+be net of taxes payable), divided by the number of then outstanding public shares.
+
+ 
+
+The
+issuance of additional ordinary shares or preferred shares:
+
+ 
+
+ 
+ 
+ 
+ may significantly dilute
+ the equity interest of investors in this offering;
+
+ 
+ 
+
+ 
+ 
+ 
+ may subordinate the rights
+ of holders of ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares;
+
+ 
+ 
+
+ 
+ 
+ 
+ could cause a change of
+ control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net
+ operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and
+
+ 
+ 
+
+ 
+ 
+ 
+ may adversely
+ affect prevailing market prices for our units, Class A ordinary shares warrants and/or rights.
+
+ 
+
+ 
+
+We
+may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely
+affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in us.
+
+ 
+
+Although
+we have no commitments as of the date of this prospectus issue any notes or other debt securities, or to otherwise incur outstanding
+debt following this offering, we may choose to incur substantial debt to complete our business combination. We have agreed that we will
+not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or
+to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from
+the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
+
+ 
+
+ 
+ 
+ 
+ default and foreclosure
+ on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
+
+ 
+ 
+
+ 56
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ acceleration of our obligations
+ to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require
+ the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
+
+ 
+ 
+
+ 
+ 
+ 
+ our immediate payment of
+ all principal and accrued interest, if any, if the debt security is payable on demand;
+
+ 
+ 
+
+ 
+ 
+ 
+ our inability to obtain
+ necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the
+ debt security is outstanding;
+
+ 
+ 
+
+ 
+ 
+ 
+ our inability to pay dividends
+ on our ordinary shares;
+
+ 
+ 
+
+ 
+ 
+ 
+ using a substantial portion
+ of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares
+ if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;
+
+ 
+ 
+
+ 
+ 
+ 
+ limitations on our flexibility
+ in planning for and reacting to changes in our business and in the industry in which we operate;
+
+ 
+ 
+
+ 
+ 
+ 
+ increased vulnerability
+ to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
+
+ 
+ 
+
+ 
+ 
+ 
+ limitations on our ability
+ to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy;
+ and
+
+ 
+ 
+
+ 
+ 
+ 
+ other disadvantages compared
+ to our competitors who have less debt.
+
+ 
+ 
+
+The
+grant of registration rights to our founders may make it more difficult to complete our initial business combination, and the future
+exercise of such rights may adversely affect the market price of our Class A ordinary share.
+
+ 
+
+ Pursuant to an agreement
+to be entered into concurrently with the issuance and sale of the securities in this offering, our founders and their permitted transferees
+can demand that we register their founder shares and private shares, after those shares convert to our Class A ordinary shares at the
+closing of our initial business combination. In addition, holders of our private shares and their permitted transferees can demand that
+we register the private shares, and holders of working capital shares if any may demand that we register such shares. We will bear the
+cost of registering these securities. The registration and availability of such a significant number of securities for trading in the
+public market may have an adverse effect on the market price of our Class A ordinary share. In addition, the existence of the registration
+rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target
+business may increase the equity stake they seek in the post-combination entity or ask for more cash consideration to offset the negative
+impact on the market price of our Class A ordinary share that is expected when the ordinary shares and private shares owned by our founders
+or holders of our working capital shares or their respective permitted transferees are registered. 
+
+ 
+
+The
+exercise price for the warrants is higher than in some similar blank check company offerings in the past, and, accordingly, the warrants
+are more likely to expire worthless.
+
+ 
+
+The
+exercise price of the warrants is higher than some similar blank check companies in the past. Historically, the exercise price of a warrant
+was generally a fraction of the purchase price of the units in the initial public offering. The exercise price for our warrants is $11.50
+per share. As a result, the warrants are less likely to ever be in the money and more likely to expire worthless.
+
+ 
+
+In
+order to complete our initial business combination, we may seek to amend our amended and restated memorandum and articles of association
+or other governing instruments, including our warrant agreement, in a manner that will make it easier for us to complete our initial
+business combination but that our shareholders or warrant holders may not support.
+
+ 
+
+In
+order to complete a business combination, blank check companies have, in the recent past, amended various provisions of their charters
+and governing instruments, including their warrant agreement. For example, blank check companies have amended the definition of business
+combination, increased redemption thresholds, changed industry focus and, with respect to their warrants, amended their warrant agreements
+to require the warrants to be exchanged for cash and/or other securities. We cannot assure you that we will not seek to amend our charter
+or other governing instruments or change our industry focus in order to complete our initial business combination.
+
+ 
+
+ 57
+
+ 
+
+ 
+
+ 
+
+ Our
+founders contributed an aggregate of approximately $25,000, or approximately $0.013 per founder share, and, accordingly, you will experience
+immediate and substantial dilution from the purchase of our Class A ordinary share. 
+
+ 
+
+ The difference between
+the public offering price per share (allocating all of the unit purchase price to the Class A ordinary share and none to the warrant
+included in the unit) and the pro forma net tangible book value per Class A ordinary share after this offering constitutes the dilution
+to you and the other investors in this offering. Our founders acquired the founder shares at a nominal price, significantly contributing
+to this dilution. Upon the closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and
+the other public shareholders will incur an immediate and substantial dilution of approximately 107.26% (or $9.75 per share, assuming
+no exercise of the underwriters over-allotment option), the difference between the pro forma net tangible book (deficit) per share
+of $$(0.66) (including the Class A ordinary shares issuable upon conversion of rights ) and the initial offering price of
+$9.09 per share (including ordinary shares issuable upon conversion of rights).
+In addition, because of the anti-dilution rights of the founder shares, any equity or equity-linked securities issued in connection with
+our initial business combination would be disproportionately dilutive to our Class A ordinary share. 
+
+ 
+
+ Our founders paid an aggregate of $25,000
+for the founder shares, or approximately $0.013 per founder share. As a result of this low initial price, our founders stand to make
+a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for our public shareholders. 
+
+ 
+
+As
+a result of the low acquisition cost of our founder shares, our founders could make a substantial profit even if we select and consummate
+an initial business combination with an acquisition target that subsequently declines in value or is unprofitable for our public shareholders.
+Thus, such parties may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing
+or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such
+parties had paid the full offering price for their founder shares.
+
+ 
+
+The
+nominal purchase price paid by our sponsors for the founder shares may result in significant dilution to the implied value of your public
+shares prior to or upon the consummation of our initial business combination.
+
+ 
+
+ We are offering our units
+at an offering price of $10.00 per unit and the amount in our trust account is initially anticipated to be $10.00 per public share, implying
+an initial value of $10.00 per public share. However, prior to this offering, our sponsors paid a nominal aggregate purchase price of
+$25,000 for 2,156,250 Class B ordinary shares, or the founder shares, at approximately $0.012 per share. Class B ordinary shares will
+automatically convert into Class A ordinary shares, on one-for-one basis (subject to adjustments for share dividend, share split, recapitalization,
+reorganization and the like) as provided in our first amended and restated memorandum and articles of association. However, the value
+of your public shares may be significantly diluted when founder shares are convertible into our Class A ordinary shares on a one-for-one
+basis automatically upon the closing of our initial business combination, subject to certain anti-dilution exceptions. In the event that
+holders of Class B ordinary shares convert any of their Class B ordinary shares into Class A ordinary shares, for the shares converted,
+they will no longer have the rights as holders of Class B ordinary shares, but rather the rights as holders of Class A ordinary shares,
+provided that the converted Class A ordinary shares will still be deemed as founder shares and are subject to restrictions on founder
+shares, and therefore, the shareholders of converted Class A ordinary shares will not be entitled to the rights granted to public shareholders
+who purchased Class A ordinary shares in this offering. For example, the following table shows the dilutive effect of the founder shares
+on the implied value of the public shares upon fully conversion of the founder shares at the discretion of the holders or the consummation
+of our initial business combination assuming that our equity value at that time is $75,000,000, which is the amount we would have for
+our initial business combination in the trust account assuming the underwriters over-allotment option is not exercised, no interest
+is earned on the funds held in the trust account, and no public shares are redeemed in connection with our initial business combination,
+and without taking into account any other potential impacts on our valuation at such time, such as the trading price of our public shares,
+the business combination transaction costs (including payment of $2,625,000 of deferred underwriting commissions), any equity issued
+or cash paid to the target s sellers or other third parties, or the target s business itself, including its assets, liabilities,
+management and prospects, as well as the value of our warrants. At such valuation, each of our Class A ordinary shares would have an
+implied value of $7.74 per share upon the conversion of all of our founder shares, which is a 22.6% decrease as compared to the initial
+implied value per public share of $10.00. 
+
+ 
+
+ 
+
+ 
+ Public shares 
+ 7,500,000 
+
+ 
+ Private shares 
+ 320,000 
+
+ 
+ Founder shares 
+ 1,875,000 
+
+ 
+ Total shares 
+ 9,695,000 
+
+ 
+ Total funds in trust available for initial business combination 
+ $ 75,000,000 
+
+ 
+ Initial implied value per public share 
+ $ 10.00 
+
+ 
+ Implied value per share upon the conversion of founder shares 
+ $ 7.74 
+
+ 
+
+ 
+
+ 58
+
+ 
+
+ 
+
+ The
+ value of the founder shares following completion of our initial business combination is likely
+ to be substantially higher than the nominal price paid for them, even if the trading price
+ of our ordinary at such time is substantially less than $10.00 per share.
+
+ 
+
+ Upon the closing of this
+offering, our sponsors will have invested in us an aggregate of $3,225,000, comprised of the $25,000 purchase price for the founder shares
+and the $3,200,000 purchase price for the private shares. Assuming a trading price of $10.00 per share upon consummation of our initial
+business combination, the 1,875,000 founder shares and 320,000 private shares would have an aggregate implied value of $21,950,000. Even
+if the trading price of our ordinary shares was as low as $1.47 per share, the value of the founder shares and private shares would
+be equal to the sponsor s initial investment in us. As a result, our sponsors are likely to be able to make a substantial profit
+on its investment in us at a time when our public shares have lost significant value. Accordingly, our management team, which owns interests
+in our sponsors, may be more willing to pursue a business combination with a riskier or less-established target business than would be
+the case if our sponsors had paid the same per share price for the founder shares as our public shareholders paid for their public shares. 
+
+ 
+
+Our
+outstanding warrants and rights may have an adverse effect on the market price of our ordinary shares and make it more difficult to effect
+a business combination.
+
+ 
+
+ We will be issuing public
+warrants that will result in the issuance of up to 4,312,500 Class A ordinary shares as part of the units offered by this prospectus.
+We will also be issuing public rights that will result in the issuance of up to 862,500 Class A ordinary shares as part of the units
+offered by this prospectus. The potential for the issuance of a substantial number of additional shares upon exercise of the warrants
+and conversion of the rights could make us a less attractive acquisition vehicle in the eyes of a target business. Such securities, when
+converted, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the shares issued to complete
+the business combination. Accordingly, our warrants and rights may make it more difficult to effectuate a business combination or increase
+the cost of acquiring the target business. Additionally, the sale, or even the possibility of sale, of the Class A ordinary shares underlying
+the warrants and rights could have an adverse effect on the market price for our securities or on our ability to obtain future financing.
+If and to the extent these warrants and rights are exercised, you may experience dilution to your holdings. 
+
+ 
+
+We
+may amend the terms of the warrants in a manner that may be adverse to holders of warrants with the approval by the holders of at least
+50% of the then outstanding warrants. As a result, the exercise price of your warrants could be increased, the exercise period could
+be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your
+approval.
+
+ 
+
+Our
+warrants will be issued in registered form under a warrant agreement between VStock Transfer LLC, as warrant agent, and us. The warrant
+agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any
+defective provision, but requires the approval by the holders of at least 50% of the then outstanding warrants to make any change that
+adversely affects the interests of the registered holders of warrants. Accordingly, we may amend the terms of the warrants in a manner
+adverse to a holder if holders of at least 50% of the then outstanding warrants approve of such amendment. Although our ability to amend
+the terms of the warrants with the consent of at least 50% of the then outstanding warrants is unlimited, examples of such amendments
+could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the
+exercise period or decrease the number of our Class A ordinary shares purchasable upon exercise of a warrant.
+
+ 
+
+Our
+warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of
+New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants,
+which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
+
+ 
+
+Our
+warrant agreement will provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating
+in any way to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District
+Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the
+exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts
+represent an inconvenient forum.
+
+ 
+
+These
+provisions of warrant agreement will apply to action, proceeding or claim brought to enforce any liability or duty arising under the
+Securities Act, Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any
+liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America
+are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be
+deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of
+which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York
+or the United States District Court for the Southern District of New York (a "foreign action") in the name of any holder
+of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located
+in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an "enforcement
+action"), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant
+holder s counsel in the foreign action as agent for such warrant holder.
+
+ 
+
+This
+choice-of-forum provision may limit a warrant holder s ability to bring a claim in a judicial forum that it finds favorable for
+disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement
+inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs
+associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition
+and results of operations and result in a diversion of the time and resources of our management and board of directors.
+
+ 
+
+ 59
+
+ 
+
+ 
+
+ 
+
+We
+may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
+
+ 
+
+We
+have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of
+$0.01 per warrant, provided that the last reported sales price of our Class A ordinary share equals or exceeds $16.50 per share (as adjusted
+for share sub-division, capitalization issue, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day
+period ending on the third business day prior to the date on which we give proper notice of such redemption and provided certain other
+conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register
+or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could
+force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to
+do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to
+accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially
+less than the market value of your warrants.
+
+ 
+
+Our
+private shares and founder shares may have an adverse effect on the market price of our Class A ordinary share and make it more difficult
+to complete our business combination.
+
+ 
+
+ Simultaneously with the
+closing of this offering, we will be issuing 320,000 private shares (or up to 342,500 private shares if the underwriters over-allotment
+option is exercised in full) to our sponsor, one of our founders. Our founders currently own 2,156,250 founder shares (up to 281,250
+founder shares are subject to forfeiture if the over-allotment option is exercised in full or in part). In addition, if our founders
+or their affiliates make any working capital loans, up to $500,000 of such loans may be converted into working capital shares, at the
+price of $10.00 per share at the option of the lender. Such working capital shares would be identical to the private shares sold in the
+private placement. 
+
+ 
+
+ To the extent we issue
+Class A ordinary shares to complete a business combination, the potential for the issuance of a substantial number of additional Class
+A ordinary shares upon exercise of these warrants and conversion rights of up to $3,000,000 working capital loans (including extension
+loans) could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued
+and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business combination.
+Therefore, our private shares and founder shares may make it more difficult to complete a business combination or increase the cost of
+acquiring the target business. 
+
+ 
+
+Because
+each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other
+blank check companies.
+
+ 
+
+ Each
+unit contains one-half of one warrant. Because, pursuant to the warrant agreement, the warrants may only be exercised for a whole number
+of shares, only a whole warrant may be exercised at any given time. This is different from other offerings similar to ours whose units
+include one Class A ordinary share, one-half warrant to purchase one Class A ordinary share and one right to receive one-tenth of one
+whole Class A ordinary share. We have established the components of the units in this way in order to reduce the dilutive effect of the
+warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one half of the number
+of shares compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive merger
+partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if they included a warrant
+to purchase one whole share. 
+
+ 
+
+ 60
+
+ 
+
+ 
+
+ 
+
+The
+determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities and size
+of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our
+units properly reflects the value of such units than you would have in a typical offering of an operating company.
+
+ 
+
+Prior
+to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the
+warrants and rights were negotiated between us and the underwriters. In determining the size of this offering, management held customary
+organizational meetings with the underwriters with respect to the state of capital markets, generally, and the amount the underwriters
+believed they reasonably could raise on our behalf. Factors considered in determining the size of this offering, prices and terms of
+the units, including the Class A ordinary shares, warrants and rights underlying the units, include:
+
+ 
+
+ 
+ 
+ 
+ the
+ history and prospects of companies whose principal business is the acquisition of other companies;
+
+ 
+ 
+
+ 
+ 
+ 
+ prior
+ offerings of those companies;
+
+ 
+ 
+
+ 
+ 
+ 
+ our
+ prospects for acquiring an operating business;
+
+ 
+ 
+
+ 
+ 
+ 
+ a
+ review of debt to equity ratios in leveraged transactions;
+
+ 
+ 
+
+ 
+ 
+ 
+ our
+ capital structure;
+
+ 
+ 
+
+ 
+ 
+ 
+ an
+ assessment of our management and their experience in identifying operating companies;
+
+ 
+ 
+
+ 
+ 
+ 
+ general
+ conditions of the securities markets at the time of this offering; and
+
+ 
+ 
+
+ 
+ 
+ 
+ other
+ factors as were deemed relevant.
+
+ 
+ 
+
+Although
+these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an operating
+company in a particular industry since we have no historical operations or financial results.
+
+ 
+
+There
+is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity
+and price of our securities.
+
+ 
+
+There
+is currently no market for our securities. Shareholders therefore have no access to information about prior market history on which to
+base their investment decision. Following this offering, the price of our securities may vary significantly due to one or more potential
+business combinations and general market or economic conditions. Furthermore, an active trading market for our securities may never develop
+or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.
+
+ 
+
+ 61
+
+ 
+
+ 
+
+ 
+
+Because
+we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
+initial business combination with some prospective target businesses.
+
+ 
+
+The
+federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance
+tests include target historical and/or pro forma financial statement disclosure. We will include the same financial statement disclosure
+in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements
+may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States
+of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS,
+depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards
+of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the
+pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for
+us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within
+the prescribed time frame.
+
+ 
+
+ Risks
+Associated with Acquiring and Operating a Target Business with its Primary Operation in China 
+
+ 
+
+ If we effect our initial business combination
+with a target with its primary operation in the People s Republic of China, the laws applicable to such business will likely govern
+all of our material agreements and we may not be able to enforce our legal rights. 
+
+ 
+
+ If we effect our initial
+business combination with a target business with its primary operation in the People s Republic of China ("PRC"), the
+laws of the country in which such business operates will govern almost all of the material agreements relating to its operations, including
+any contractual arrangements through which we acquire control of target business as described above. We cannot assure you that we or
+the target business will be able to enforce any of its material agreements or that remedies will be available in this jurisdiction. The
+system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as
+in the United States. In addition, the judiciary in the PRC is relatively inexperienced compared to others in enforcing corporate and
+commercial law, leading to a higher than usual degree of uncertainty as to the outcome of any litigation. In addition, to the extent
+that our target business s material agreements are with governmental agencies in the PRC, we may not be able to enforce or obtain
+a remedy from such agencies due to sovereign immunity, in which the government is deemed to be immune from civil lawsuit or criminal
+prosecution. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business,
+business opportunities or capital. 
+
+ 
+
+ Governmental control of currency conversion
+may limit our ability to utilize our net revenue effectively and our ability to transfer cash between our PRC subsidiaries and us, across
+borders, and to investors and affect the value of your investment. 
+
+ 
+
+ Following our initial business combination
+with a PRC target company, we will be subject to the PRC s rules and regulations on currency conversion. In the PRC, the SAFE regulates
+the conversion of the Renminbi into foreign currencies. The PRC government imposes controls on the convertibility of the Renminbi into
+foreign currencies and, in certain cases, the remittance of currency out of China. 
+
+ 
+
+ Under PRC foreign exchange regulations, payments
+of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions,
+can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Under existing exchange
+restrictions, without prior approval of SAFE, cash generated from PRC subsidiaries in China may be used to pay dividends. 
+
+ 
+
+ However, approval from or registration with
+appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay
+capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may at its discretion restrict
+access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from
+obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not pay dividends in foreign currencies to our
+investors. 
+
+ 
+
+ PRC regulatory authorities could impose further
+restrictions on the convertibility of the Renminbi. Any future restrictions on currency exchanges may limit our ability to use the proceeds
+of this offering in an initial business combination with a PRC target company and the use our cash flow for the distribution of dividends
+to our shareholders or to fund operations we may have outside of the PRC. 
+
+ 
+
+ 62
+
+ 
+
+ 
+
+ 
+
+ If
+we effect our initial business combination with a business located in the PRC, we may be subject to certain risks associated with acquiring
+and operating businesses in the PRC. 
+
+ 
+
+ We
+may be subject to certain risks associated with acquiring and operating business in the PRC in our search for a business combination
+and operation of any target business with which we ultimately consummate a business combination. 
+
+ 
+
+ First,
+certain rules and regulations concerning mergers and acquisitions by foreign investors in the PRC may make merger and acquisition activities
+by foreign investors more complex and time consuming, including, among others: 
+
+ 
+
+ 
+ 
+ 
+ the
+ requirement that the Ministry of Commerce of the PRC (the "MOFCOM") be notified in certain circumstances in advance of
+ any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise or any concentration of
+ undertaking if certain thresholds are triggered; 
+
+ 
+ 
+
+ 
+ 
+ 
+ the
+ authority of certain government agencies to have scrutiny over the economics of an acquisition transaction and requirement for consideration
+ in a transaction to be paid within stated time limits; and 
+
+ 
+ 
+
+ 
+ 
+ 
+ the
+ requirement for mergers and acquisitions by foreign investors that raise "national defense and security" concerns and
+ mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise "national
+ security" concerns to be subject to strict review by the MOFCOM. 
+
+ 
+ 
+
+ Complying
+with these and other requirements could be time-consuming, and any required approval processes, including obtaining approval from the
+MOFCOM or its local counterparts, may delay or inhibit our ability to complete such transactions, which could affect our ability to acquire
+PRC-based businesses. A business combination we propose may not be able to be completed if the terms of the transaction do not satisfy
+aspects of the approval process and may not be completed, even if approved, if they are not consummated within the time permitted by
+the approvals granted. 
+
+ 
+
+ In
+addition, the PRC currently prohibits and/or restricts foreign ownership in certain "important industries," including telecommunications,
+food production and heavy equipment. There are uncertainties under certain regulations whether obtaining a majority interest through
+contractual arrangements will comply with regulations prohibiting or restricting foreign ownership in certain industries. There is no
+assurance that the PRC government will not apply restrictions in other industries. In addition, there can be restrictions on the foreign
+ownership of businesses that are determined from time to time to be in "important industries" that may affect the national
+economic security or those having "famous brand names" or "well-established brand names." Subject to the review
+and approval requirements of the relevant agencies and the various percentage ownership limitations that exist from time to time, acquisitions
+involving foreign investors and parties in the various restricted categories of assets and industries may nonetheless sometimes be consummated
+using contractual arrangements with permitted local parties. If we choose to effect a business combination that employs the use of these
+types of control arrangements, these contractual arrangements may not be as effective in providing us with the same economic benefits,
+accounting consolidation or control over a target business as would direct ownership due to limited implementation guidance provided
+with respect to such regulations. If the government of the PRC finds that the agreements we entered into to acquire control of a target
+business through contractual arrangements with one or more operating businesses do not comply with local governmental restrictions on
+foreign investment, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to
+significant penalties or be forced to relinquish our interests in those operations. 
+
+ 
+
+ 63
+
+ 
+
+ 
+
+ 
+
+ If
+we effect our initial business combination with a business located in the PRC, a substantial portion of our operations may be conducted
+in the PRC, and a significant portion of our net revenues maybe derived from customers where the contracting entity is located in the
+PRC. Accordingly, our business, financial condition, results of operations, prospects and certain transactions we may undertake may be
+subject, to a significant extent, to economic, political and governmental and legal developments, laws and regulations in the PRC. For
+instance, all or most of our material agreements may be governed by PRC law and we may have difficulty in enforcing our legal rights
+because the system of laws and the enforcement of existing laws in PRC may not be as certain in implementation and interpretation as
+in the United States. In addition, contractual arrangements we enter into with potential future subsidiaries and affiliated entities
+or acquisitions of offshore entities that conduct operations through affiliates in the PRC may be subject to a high level of scrutiny
+by the relevant PRC tax authorities. We may also be subject to restrictions on dividend payments after we consummate a business combination
+and if we rely on dividends and other distributions from our operating company to provide us with cash flow and to meet our other obligations. 
+
+ 
+
+ The PRC governmental
+authorities may take the view now or in the future that an approval from them is required for an overseas offering by a company affiliated
+with Chinese businesses or persons or a business combination with a target business based in and primarily operating in China. 
+
+ 
+
+ The M&A Rules include,
+among other things, provisions that purport to require that an offshore special purpose vehicle formed for the purpose of an overseas
+listing of securities in a PRC company obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle s
+securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures specifying documents
+and materials required to be submitted to it by special purpose vehicles seeking CSRC s approval of overseas listings. However,
+substantial uncertainty remains regarding the scope and applicability of the M&A Rules and the CSRC approval requirement to offshore
+special purpose vehicles. 
+
+ 
+
+ Moreover, except for
+emphasizing the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision
+over overseas listings by Chinese companies, the Opinions, which was made available to the public on July 6, 2021, also provides that
+the State Council will revise provisions regarding the overseas issuance and listing of shares by companies limited by shares and will
+clarify the duties of domestic regulatory authorities. 
+
+ 
+
+ Based on our understanding
+of the current PRC laws and regulations, no prior permission is required under the M&A Rules or the Opinions from any PRC governmental
+authorities (including the CSRC) for consummating this offering by our company, given that: (a) the CSRC currently has not issued any
+definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to the M&A Rules; and
+(b) our company is a blank check company newly incorporated in Cayman Islands rather than China and currently the company conducts no
+business in China. However, there remains some uncertainty as to how the M&A Rules and the Opinions will be interpreted or implemented
+in the context of an overseas offering or if we decide to consummate the business combination with a target business based in and primarily
+operating in China. If the CSRC or another PRC governmental authority subsequently determines that its approval is needed for this offering,
+or a business combination with a target business based in and primarily operating in China, we may face approval delays, adverse actions
+or sanctions by the CSRC or other PRC governmental authorities. In any such event, these governmental authorities may delay this offering
+or a potential business combination, impose fines and penalties, limit our operations in China, or take other actions that could materially
+adversely affect our business, financial condition, results of operations, reputation and prospects, as well as the trading price of
+our securities. 
+
+ 
+
+ As of the date of this
+prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC or any
+other PRC governmental authorities. 
+
+ 
+
+ Our company is a blank
+check company incorporated under the laws of the Cayman Islands. We currently do not hold any equity interest in any PRC company or operate
+any business in China. Therefore, we are not required to obtain any permission from any PRC governmental authorities to operate our business
+as currently conducted. If we decide to consummate our business combination with a target business based in and primarily operating in
+China, the combined company s business operations in China through its subsidiaries and VIEs, as applicable, are subject to relevant
+requirements to obtain applicable licenses from PRC governmental authorities under relevant PRC laws and regulations. 
+
+ 
+
+ 
+
+ 64
+
+ 
+
+ 
+
+ 
+
+ Contractual
+arrangements we enter into with potential future subsidiaries and affiliated entities or acquisitions of offshore entities that conduct
+operations through affiliates in the PRC may be subject to a high level of scrutiny by the relevant tax authorities. 
+
+ 
+
+ Under
+the laws of the PRC, arrangements and transactions among related parties may be subject to audit or challenge by the relevant tax authorities.
+If any of the transactions we enter into with potential future subsidiaries and affiliated entities are found not to be on an arm s-length
+basis, or to result in an unreasonable reduction in tax under local law, the relevant tax authorities may have the authority to disallow
+any tax savings, adjust the profits and losses of such potential future local entities and assess late payment interest and penalties.
+A finding by the relevant tax authorities that we are ineligible for any such tax savings, or that any of our possible future affiliated
+entities are not eligible for tax exemptions, would substantially increase our possible future taxes and thus reduce our net income and
+the value of a shareholder s investment. In addition, in the event that in connection with an acquisition of an offshore entity
+that conducted its operations through affiliates in the PRC, the sellers of such entities failed to pay any taxes required under local
+law, the relevant tax authorities could require us to withhold and pay the tax, together with late-payment interest and penalties. The
+occurrence of any of the foregoing could have a negative impact on our operating results and financial condition. 
+
+ 
+
+ We
+may initiate a business combination with a company with operations in China by entering into VIE Agreements. If PRC governments or courts
+find that the VIE Agreements do not comply with local governmental restrictions on foreign investment, or if these regulations or the
+interpretation of existing regulations change in the future, we could be subject to significant penalties or be forced to relinquish
+our interests in those operations or we could be unbale to assert our contractual control rights over the assets of the post-combination
+target company, which could cause the value of our Class A ordinary shares depreciate significantly or become worthless. 
+
+ 
+
+ The
+PRC currently prohibits and/or restricts foreign ownership in certain "important industries," including telecommunications,
+food production and heavy equipment. There are uncertainties under certain regulations whether obtaining a majority interest through
+contractual arrangements will comply with regulations prohibiting or restricting foreign ownership in certain industries. For example,
+the PRC may apply restrictions in other industries in the future. In addition, there can be restrictions on the foreign ownership of
+businesses that are determined from time to time to be in "important industries" that may affect the national economic security
+or those having "famous brand names" or "well-established brand names." 
+
+ 
+
+ If
+we or any of our potential future target businesses are found to be in violation of any existing or future local laws or regulations
+(for example, if we are deemed to be holding equity interests in certain of our affiliated entities in which direct foreign ownership
+is prohibited), the relevant regulatory authorities might have the discretion to: 
+
+ 
+
+ 
+ 
+ 
+ revoke
+ the business and operating licenses of the potential future target business; 
+
+ 
+ 
+
+ 
+ 
+ 
+ confiscate
+ relevant income and impose fines and other penalties; 
+
+ 
+ 
+
+ 
+ 
+ 
+ discontinue
+ or restrict the operations of the potential future target business; 
+
+ 
+ 
+
+ 
+ 
+ 
+ require
+ us or the potential future target business to restructure the relevant ownership structure or operations; 
+
+ 
+ 
+
+ 
+ 
+ 
+ restrict
+ or prohibit our use of the proceeds of this offering to finance our businesses and operations in the relevant jurisdiction; or 
+
+ 
+ 
+
+ 
+ 
+ 
+ impose
+ conditions or requirements with which we or the potential future target business may not be able to comply. 
+
+ 
+ 
+
+ If
+we acquire control of a target business through contractual arrangements with one or more operating businesses in the PRC, such contracts
+may not be as effective in providing operational control as direct ownership of such business and may be difficult to enforce. 
+
+ 
+
+ 65
+
+ 
+
+ 
+
+ 
+
+ We
+will only acquire a business or businesses that, upon the consummation of our initial business combination, will be our majority-owned
+subsidiaries and will be neither investment companies nor companies excluded from the definition of an investment company by Section
+3(c)(1) or 3(c)(7) of the Investment Company Act. However, the PRC has restricted or limited foreign ownership of certain kinds of assets
+and companies operating in certain industries. The industry groups that are restricted are wide-ranging, including, for example, certain
+aspects of telecommunications, food production, and heavy equipment manufacturers. In addition, there can be restrictions on the foreign
+ownership of businesses that are determined from time to time to be in "important industries" that may affect the national
+economic security or having "famous brand names" or "well-established brand names." Subject to the review and
+approval requirements of the relevant agencies for acquisitions of assets and companies in the relevant jurisdictions and subject to
+the various percentage ownership limitations that exist from time to time, acquisitions involving foreign investors and parties in the
+various restricted categories of assets and industries may nonetheless sometimes be consummated using contractual arrangements with permitted
+local parties. To the extent that such agreements are employed, they may be for control of specific assets such as intellectual property
+or control of blocks of the equity ownership interests of a company which may provide exceptions to the merger and acquisition regulations
+mentioned above since these types of arrangements typically do not involve a change of equity ownership in the operating company. The
+agreements would be designed to provide our company with the economic benefits of, and control over, the subject assets or equity interests
+similar to the rights of full ownership, while leaving the technical ownership in the hands of local parties who would be our nominees
+and, therefore, may exempt the transaction from certain regulations, including the application process required thereunder. 
+
+ 
+
+ However,
+since there has been limited implementation guidance provided with respect to such regulations, the relevant government agency might
+apply them to a business combination effected through contractual arrangements. If such an agency determines or interprets that such
+an application should have been made or that our potential future target businesses are otherwise in violation of local laws or regulations,
+consequences may include confiscating relevant income and levying fines and other penalties, revoking business and other licenses, requiring
+restructure of ownership or operations, requiring discontinuation or restriction of the operations of any portion or all of the acquired
+business, restricting or prohibiting our use of the proceeds of this offering to finance our businesses and operations and imposing conditions
+or requirements with which we or potential future target businesses may not be able to comply, and we could be unable to assert our contractual
+control rights over the assets of the post-combination target company, which could cause the value of our Class A ordinary shares may
+depreciate significantly or become worthless. These agreements likely also would provide for increased ownership or full ownership and
+control by us when and if permitted under local laws and regulations. If we choose to effect a business combination that employs the
+use of these types of control arrangements, we may have difficulty in enforcing our rights. Therefore, these contractual arrangements
+may not be as effective in providing us with the same economic benefits, accounting consolidation or control over a target business as
+would direct ownership. For example, if the target business or any other entity fails to perform its obligations under these contractual
+arrangements, we may have to incur substantial costs and expend substantial resources to enforce such arrangements, and rely on legal
+remedies under local law, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure will
+be sufficient to offset the cost of enforcement and may adversely affect the benefits we expect to receive from the business combination. 
+
+ 
+
+ In
+addition, if any VIE or all or part of its assets become subject to liens or rights of third-party creditors, we may be unable to continue
+some or all of our business activities, which could materially and adversely affect the post-combined company s business, financial
+condition and results of operations. If any of the VIE undergoes a voluntary or involuntary liquidation proceeding, its shareholders
+or unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate the post-combined
+company s business, which could materially and adversely affect the post-combined company s business and its ability to generate
+revenues. 
+
+ 
+
+ There are substantial
+uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules. Accordingly, the PRC
+regulatory authorities may ultimately take a view that is contrary to the accepted industry practices with respect to the VIE Agreements.
+In addition, it is uncertain whether any new PRC laws or regulations relating to the VIE structures will be adopted or if adopted, what
+they would provide. PRC government authorities may deem that foreign ownership is directly or indirectly involved in the VIE s
+shareholding structure. If our potential corporate structure and contractual arrangements are deemed by the Ministry of Industry and
+Information Technology, or MIIT, or the Ministry of Commerce, or MOFCOM, or other regulators having competent authority to be illegal,
+either in whole or in part, the post-combined company may lose control of the consolidate the VIE and have to modify such structure to
+comply with regulatory requirements. However, there can be no assurance that we can achieve this without material disruption to the PRC
+target company s business. Furthermore, if the post-combined company or the VIE is found to be in violation of any existing or
+future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities
+would have broad discretion to take action in dealing with such violations or failures, including, without limitation: 
+
+ 
+
+ revoking
+ the business license and/or operating licenses of the post-combined company or the VIE; 
+
+ 
+
+ discontinuing
+ or placing restrictions or onerous conditions on our operations through any transactions
+ under the VIE agreements; 
+
+ 
+
+ 
+
+ 66
+
+ 
+
+ 
+
+ 
+
+ 
+
+ imposing
+ fines, confiscating the income from the post-combined company, the VIE or its subsidiaries,
+ or imposing other requirements with which the post-combined company or the VIE may not be
+ able to comply; 
+
+ 
+
+ placing
+ restrictions on our right to collect revenues; 
+
+ 
+
+ requiring
+ the post-combined company to restructure its ownership structure or operations, including
+ terminating the contractual arrangements with the VIE and deregistering the equity pledges
+ of the VIE, which in turn would affect the post-combined company s ability to consolidate,
+ derive economic interests from, or exert effective control over the VIE; or 
+
+ 
+
+ taking
+ other regulatory or enforcement actions against the post-combined company that could be harmful
+ to the post-combined company business. 
+
+ 
+
+ The
+imposition of any of these penalties will result in a material and adverse effect on our potential ability to conduct the business. In
+addition, it is unclear what impact the PRC government actions will have on the post-combined company and on the post-combined company s
+ability to consolidate the financial results of the VIE in its consolidated financial statements, if the PRC government authorities were
+to find our potential corporate structure and contractual arrangements to be in violation of PRC laws and regulations. If the imposition
+of any of these government actions causes the post-combined company to lose the right to direct the activities of the VIE or the right
+to receive substantially all the economic benefits and residual returns from the VIE and the post-combined company is not able to restructure
+the ownership structure and operations in a timely and satisfactory manner, the post-combined company will no longer be able to consolidate
+the financial results of the VIE in its consolidated financial statements. Either of these results, or any other significant penalties
+that might be imposed on the post-combined company in this event, it will have a material adverse effect on the our financial condition,
+results of operations and our securities shares may decline in value or be worthless. 
+
+ 
+
+ PRC
+regulations relating to offshore investment activities by PRC residents may limit our ability to inject capital in our Chinese subsidiaries
+and Chinese subsidiaries ability to change their registered capital or distribute profits to us or otherwise expose us or our
+PRC resident beneficial owners to liability and penalties under PRC laws. 
+
+ 
+
+ In
+July 2014, The State Administration of Foreign Exchange of the PRC, or SAFE promulgated the Circular on Relevant Issues Concerning Foreign
+Exchange Control on Domestic Residents Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles,
+or SAFE Circular 37. SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporate entities as well as foreign
+individuals that are deemed as PRC residents for foreign exchange administration purpose) to register with SAFE or its local branches
+in connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicable to our shareholders who are
+PRC residents and may be applicable to any offshore acquisitions that we make in the future. 
+
+ 
+
+ Under
+SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments
+in offshore special purpose vehicles, or SPVs, will be required to register such investments with SAFE or its local branches. In addition,
+any PRC resident who is a direct or indirect shareholder of an SPV, is required to update its filed registration with the local branch
+of SAFE with respect to that SPV, to reflect any material change, including, among other things, any major change of a PRC resident shareholder,
+name or term of operation of the SPVs, or any increase or reduction of the SPVs registered capital, share transfer or swap, merger
+or division. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration
+with the local branch of SAFE. If any PRC shareholder of such SPV fails to make the required registration or to update the previously
+filed registration, the subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capital
+reduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions
+into its subsidiary in China. On February 13, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration
+Policy on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015. Under SAFE Notice 13, applications for foreign
+exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under
+SAFE Circular 37, will be filed with qualified banks instead of SAFE or its branches. The qualified banks will directly examine the applications
+and accept registrations under the supervision of SAFE. 
+
+ 
+
+ We
+cannot provide assurance that our shareholders that are PRC residents comply with all of the requirements under SAFE Circular 37 or other
+related rules. Failure or inability of our PRC resident shareholders to comply with the registration procedures set forth in these regulations
+may subject us to fines and legal sanctions, restrict our cross-border investment activities, limit the ability of our wholly foreign-owned
+subsidiary in China to distribute dividends and the proceeds from any reduction in capital, share transfer or liquidation to us, and
+we may also be prohibited from injecting additional capital into the subsidiary. Moreover, failure to comply with the various foreign
+exchange registration requirements described above could result in liability under PRC law for circumventing applicable foreign exchange
+restrictions. As a result, our business operations and our ability to distribute profits to you could be materially and adversely affected. 
+
+ 
+
+ 67
+
+ 
+
+ 
+
+ 
+
+ Furthermore,
+as these foreign exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving,
+it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted,
+amended and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval
+process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings,
+which may adversely affect our financial condition and results of operations. In addition, if we decide to acquire a PRC domestic company,
+we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete
+the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our
+acquisition strategy and could adversely affect our business and prospects. 
+
+ 
+
+ Though
+we explicitly exclude any target whose financial statements are audited by an accounting firm that the United States Public Company Accounting
+Oversight Board ("PCAOB") is unable to inspect for three consecutive years beginning in 2021, we cannot assure you that certain
+existing or future U.S. laws and regulations may restrict or eliminate our ability to complete a business combination with certain companies,
+particularly those target companies in China. 
+
+ 
+
+ The
+Public Company Accounting Oversight Board, or PCAOB is currently unable to conduct inspections on accounting firms in the PRC without
+the approval of the Chinese government authorities. The auditor and its audit work in the PRC may not be inspected fully by the PCAOB.
+Inspections of other auditors conducted by the PCAOB outside China have at times identified deficiencies in those auditors audit
+procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality.
+The lack of PCAOB inspections of audit work undertaken in China prevents the PCAOB from regularly evaluating the PRC auditor s
+audits and its quality control procedures. 
+
+ 
+
+ Further, future developments
+in U.S. laws may restrict our ability or willingness to complete certain business combinations with companies. For instance, the recently
+enacted HFCA Act would restrict our ability to consummate a business combination with a target business unless that business met certain
+standards of the PCAOB and would require delisting of a company from U.S. national securities exchanges if the PCAOB is unable to inspect
+its public accounting firm for three consecutive years. The HFCA Act also requires public companies to disclose, among other things,
+whether they are owned or controlled by a foreign government, specifically, those based in China. We may not be able to consummate a
+business combination with a favored target business due to these laws. Furthermore, the documentation we may be required to submit to
+the SEC proving certain beneficial ownership requirements and establishing that we are not owned or controlled by a foreign government
+in the event that we use a foreign public accounting firm not subject to inspection by the PCAOB or where the PCAOB is unable to completely
+inspect or investigate our accounting practices or financial statements because of a position taken by an authority in the foreign jurisdiction
+could be onerous and time consuming to prepare. As a result, we explicitly exclude any target whose financial statements are audited
+by an accounting firm that the United States PCAOB is unable to inspect for three consecutive years beginning in 2021 and thus, we may
+not be able to consummate a business combination with a favored target business due to these laws. 
+
+ 
+
+ Furthermore, on June
+22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act ("AHFCAA"), which, if signed
+into law, would amend the HFCA Act and require the SEC to prohibit an issuer s securities from trading on any U.S. stock exchanges
+if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. 
+
+ 
+
+ On November 5, 2021,
+the SEC approved the PCAOB s Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act. Rule 6100 provides
+a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether it is unable to inspect or investigate
+completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities
+in that jurisdiction. 
+
+ 
+
+ The SEC may propose additional
+rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, on August 6, 2020, the President s
+Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese
+Companies to the then President of the United States. This report recommended the SEC implement five recommendations to address companies
+from jurisdictions that do not provide the PCAOB with sufficient access to fulfill its statutory mandate. Some of the concepts of these
+recommendations were implemented with the enactment of the HFCA Act. However, some of the recommendations were more stringent than the
+HFCA Act. For example, if a company was not subject to PCAOB inspection, the report recommended that the transition period before a company
+would be delisted would end on January 1, 2022. 
+
+ 
+
+ The SEC has announced
+that the SEC staff is preparing a consolidated proposal for the rules regarding the implementation of the HFCA Act and to address the
+recommendations in the PWG report. It is unclear when the SEC will complete its rulemaking and when such rules will become effective
+and what, if any, of the PWG recommendations will be adopted. The SEC has also announced amendments to various annual report forms to
+accommodate the certification and disclosure requirements of the HFCA Act. There could be additional regulatory or legislative requirements
+or guidance that could impact us if our auditor is not subject to PCAOB inspection. The implications of these possible regulations in
+addition to the requirements of the HFCA Act are uncertain, and such uncertainty could cause the market price of our securities to be
+materially and adversely affected. If, for whatever reason, the PCAOB is unable to conduct inspections or full investigations of our
+auditor, the Company could be delisted or prohibited from being traded over the counter earlier than would be required by the HFCA Act.
+If our securities are unable to be listed on another securities exchange by then, such delisting and prohibition would substantially
+impair your ability to sell or purchase our securities when you wish to do so, and the risk and uncertainty associated with potential
+delisting and prohibition would have a negative impact on the price of our securities. Also, such delisting and prohibition could significantly
+affect the Company s ability to raise capital on acceptable terms, or at all, which would have a material adverse effect on the
+Company s business, financial condition and prospects. 
+
+ 
+
+ 68
+
+ 
+
+ 
+
+ 
+
+ Inspections of audit
+firms that the PCAOB has conducted have identified deficiencies in those firms audit procedures and quality control procedures,
+which may be addressed as part of the inspection process to improve future audit quality. If the PCAOB were unable to conduct inspections
+or full investigations of the Company s auditor, investors in our securities would be deprived of the benefits of such PCAOB inspections.
+In addition, the inability of the PCAOB to conduct inspections or full investigations of auditors would may make it more difficult to
+evaluate the effectiveness of the Company s independent registered public accounting firm s audit procedures or quality control
+procedures as compared to auditors that are subject to the PCAOB inspections, which could cause investors and potential investors in
+our stock to lose confidence in the audit procedures of our auditor and reported financial information and the quality of our financial
+statements. 
+
+ 
+
+ Additionally,
+other developments in U.S. laws and regulatory environment, including but not limited to executive orders such as Executive Order (E.O.)
+13959, "Addressing the Threat from Securities Investments That Finance Communist Chinese Military Companies," may further
+restrict our ability to complete a business combination with certain China-based businesses. 
+
+ 
+
+ Compliance
+with the PRC Antitrust law may limit our ability to effect our initial business combination. 
+
+ 
+
+ The
+PRC Antitrust Law became effective on August 1, 2008. The government authorities in charge of antitrust matters in China are the Antitrust
+Commission and other antitrust authorities under the State Council. The PRC Antitrust Law regulates (1) monopoly agreements, including
+decisions or actions in concert that preclude or impede competition, entered into by business operators; (2) abuse of dominant market
+position by business operators; and (3) concentration of business operators that may have the effect of precluding or impeding competition.
+To implement the Antitrust Law, in 2008, the State Council formulated the regulations that require filing of concentration of business
+operators, pursuant to which concentration of business operators refers to (1) merger with other business operators; (2) gaining control
+over other business operators through acquisition of equity interest or assets of other business operators; and (3) gaining control over
+other business operators through exerting influence on other business operators through contracts or other means. In 2009, the Ministry
+of Commerce, to which the Antitrust Commission is affiliated, promulgated the Measures for Filing of Concentration of Business Operators
+(amended by the Guidelines for Filing of Concentration of Business Operators in 2014), which set forth the criteria of concentration
+and the requirement of miscellaneous documents for the purpose of filing. The business combination we contemplate may be considered the
+concentration of business operators, and to the extent required by the Antitrust Law and the criteria established by the State Council,
+we must file with the antitrust authority under the PRC State Council prior to conducting the contemplated business combination. If the
+antitrust authority decides not to further investigate whether the contemplated business combination has the effect of precluding or
+impeding competition or fails to make a decision within 30 days from receipt of relevant materials, we may proceed to consummate the
+contemplated business combination. If antitrust authority decides to prohibit the contemplated business combination after further investigation,
+we must terminate such business combination and would then be forced to either attempt to complete a new business combination or we would
+be required to return any amounts which were held in the trust account to our stockholders. When we evaluate a potential business combination,
+we will consider the need to comply with the Antitrust Law and other relevant regulations which may limit our ability to effect an acquisition
+or may result in our modifying or not pursuing a particular transaction. Since our business combination period is 12 months from the
+closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business
+combination), and the approval process may take a period longer than we expect before we enter into a definitive agreement with a target
+company, we may be unable to complete a business combination within 12 months from the closing of this offering (or up to 18 months from
+the closing of this offering if we extend the period of time to consummate a business combination). 
+
+ 
+
+ Any failure by the VIE or its shareholders
+to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business. 
+
+ 
+
+ The shareholders of the
+VIE are referred as its nominee shareholders because although they remain the holders of equity interests on record in the VIE, pursuant
+to the terms of the relevant power of attorney, such shareholders have irrevocably authorized the individual appointed by the WFOE to
+exercise their rights as a shareholder of the relevant VIE. If the VIE, or its shareholders fail to perform their respective obligations
+under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements.
+We may also have to rely on legal remedies under PRC laws, including seeking specific performance or injunctive relief, and claiming
+damages, which we cannot assure you will be effective under PRC laws. For example, if the shareholders of the VIE were to refuse to transfer
+their equity interest in the VIE to us or our designee if we exercise the purchase option pursuant to these contractual arrangements,
+or if they were otherwise to act in bad faith toward us, then we may have to take legal actions to compel them to perform their contractual
+obligations. 
+
+ 
+
+ 69
+
+ 
+
+ 
+
+ 
+
+ All
+of the contractual arrangements will be governed by PRC law and provided for the resolution of disputes through arbitration in the PRC.
+Accordingly, these contracts will be interpreted in accordance with PRC laws and any disputes will be resolved in accordance with PRC
+legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result,
+uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. See "Risks Associated
+with Acquiring and Operating a Target Business with its Primary Operation in China — Uncertainties with respect to the PRC legal
+system could adversely affect us." Meanwhile, there are very few precedents and little formal guidance as to how contractual
+arrangements in the context of a consolidated VIE should be interpreted or enforced under PRC laws. There remain significant uncertainties
+regarding the ultimate outcome of such arbitration should legal action become necessary. In addition, under PRC laws, rulings by arbitrators
+are final and parties cannot appeal arbitration results in court unless such rulings are revoked or determined unenforceable by a competent
+court. If the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only
+enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would require additional expenses
+and delay. In the event that we are unable to enforce these contractual arrangements, or if we suffer significant delay or other obstacles
+in the process of enforcing these contractual arrangements, we may not be able to exert effective control over our consolidated VIE,
+and our ability to conduct our business may be negatively affected. 
+
+ 
+
+ Exchange
+controls that exist in the PRC may restrict or prevent us from using the proceeds of this offering to acquire a target company in PRC
+and limit our ability to utilize our cash flow effectively following our initial business combination. 
+
+ 
+
+ SAFE
+promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement
+of Capital of Foreign-invested Enterprises, or Circular 19, effective on June 1, 2015, in replacement of the Circular on the Relevant
+Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested
+Enterprises, or SAFE Circular 142, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening
+the Administration of Foreign Exchange Businesses, or Circular 59, and the Circular on Further Clarification and Regulation of the Issues
+Concerning the Administration of Certain Capital Account Foreign Exchange Businesses, or Circular 45. According to Circular 19, the flow
+and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated
+such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment
+of banks loans that have been transferred to a third party. Although Circular 19 allows RMB capital converted from foreign currency-denominated
+registered capital of a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle
+that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used
+for purposes beyond its business scope. Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in
+the PRC in actual practice. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing
+the Foreign Exchange Settlement Management Policy of Capital Account, or Circular 16, effective on June 9, 2016, which reiterates some
+of the rules set forth in Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated
+registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans
+to non-associated enterprises. Violations of SAFE Circular 19 and Circular 16 could result in administrative penalties. 
+
+ 
+
+ As
+such, Circular 19 and Circular 16 may significantly limit our ability to transfer the proceeds of this offering to a PRC target company
+and the use of such proceeds by the PRC target company. In addition, following our initial business combination with a PRC target company,
+we will be subject to the PRC s rules and regulations on currency conversion. In the PRC, the SAFE regulates the conversion of
+the Renminbi into foreign currencies. Currently, FIEs are required to apply to the SAFE for "Foreign Exchange Registration Certificates
+for FIEs." Following our initial business combination, we will likely be an FIE as a result of our ownership structure. With such
+registration certificates, which need to be renewed annually, FIEs are allowed to open foreign currency accounts including a "basic
+account" and "capital account." Currency conversion within the scope of the "basic account," such as remittance
+of foreign currencies for payment of dividends, can be effected without requiring the approval of the SAFE. However, conversion of currency
+in the "capital account," including capital items such as direct investment, loans and securities, still require approval
+of the SAFE. 
+
+ 
+
+ We
+cannot assure you the PRC regulatory authorities will not impose further restrictions on the convertibility of the Renminbi. Any future
+restrictions on currency exchanges may limit our ability to use the proceeds of this offering in an initial business combination with
+a PRC target company and the use our cash flow for the distribution of dividends to our stockholders or to fund operations we may
+have outside of the PRC. 
+
+ 
+
+ 70
+
+ 
+
+ 
+
+ 
+
+ Our
+initial business combination may be subject to national security review by the PRC government and we may have to spend additional resources
+and incur additional time delays to complete any such business combination or be prevented from pursuing certain investment opportunities. 
+
+ 
+
+ On
+February 3, 2011, the PRC government issued a Notice Concerning the Establishment of Security Review Procedure on Mergers and Acquisitions
+of Domestic Enterprises by Foreign Investors, or Security Review Regulations, which became effective on March 5, 2011. The Security Review
+Regulations cover acquisitions by foreign investors of a broad range of PRC enterprises if such acquisitions could result in de facto
+control by foreign investors and the enterprises are relating to military, national defense, important agriculture products, important
+energy and natural resources, important infrastructures, important transportation services, key technologies and important equipment
+manufacturing. The scope of the review includes whether the acquisition will impact the national security, economic and social stability,
+and the research and development capabilities on key national security related technologies. Foreign investors should submit a security
+review application to the Department of Commerce for its initial review for contemplated acquisition. If the acquisition is considered
+to be within the scope of the Security Review Regulations, the Department of Commerce will transfer the application to a joint security
+review committee within five business days for further review. The joint security review committee, consisting of members from various
+PRC government agencies, will conduct a general review and seek comments from relevant government agencies. The joint security review
+committee may initiate a further special review and request the termination or restructuring of the contemplated acquisition if it determines
+that the acquisition will result in significant national security issue. 
+
+ 
+
+ The
+Security Review Regulations will potentially subject a large number of mergers and acquisitions transactions by foreign investors in
+China to an additional layer of regulatory review. Currently, there is significant uncertainty as to the implication of the Security
+Review Regulations. Neither the Department of Commerce nor other PRC government agencies have issued any detailed rules for the implementation
+of the Security Review Regulations. If, for example, our potential initial business combination is with a target company operating in
+the PRC in any of the sensitive sectors identified above, the transaction will be subject to the Security Review Regulations, and we
+may have to spend additional resources and incur additional time delays to complete any such acquisition. There is no guarantee that
+we can receive such approval in a timely manner, and we may also be prevented from pursuing certain investment opportunities if the PRC
+government considers that the potential investments will result in a significant national security issue. If obtained, since our business
+combination period is 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend
+the period of time to consummate a business combination), and the approval process may take a period longer than we expect before we
+enter into a definitive agreement with a target company, we may be unable to complete a business combination within 12 months from the
+closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business
+combination). 
+
+ 
+
+ Our
+initial business combination may be subject to a variety of PRC laws and other obligations regarding cybersecurity and data protection
+and we may have to spend additional resources and incur additional time delays to complete any such business combination or be prevented
+from pursuing certain investment opportunities. 
+
+ 
+
+ Our
+initial business combination may be subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of
+confidential and private information, such as personal information and other data. These laws continue to develop, and the PRC government
+may adopt other rules and restrictions in the future. Non-compliance could result in penalties or other significant legal liabilities. 
+
+ 
+
+ Pursuant
+to the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People s Congress on November 7,
+2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure
+operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases
+internet products and services that affects or may affect national security, it should be subject to cybersecurity review by the CAC.
+Due to the lack of further interpretations, the exact scope of "critical information infrastructure operator" remains unclear. 
+
+ 
+
+ 71
+
+ 
+
+ 
+
+ 
+
+ Recently,
+the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued
+the Opinions on Severe and Lawful Crackdown on Illegal Securities Activities, which was available to the public on July 6, 2021. These
+opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings
+by China-based companies. These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory
+systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data
+privacy protection. Moreover, the State Internet Information Office issued the Measures of Cybersecurity Review (Revised Draft for Comments,
+not yet effective) on July 10, 2021, which requires operators with personal information of more than 1 million users who want to list
+abroad to file a cybersecurity review with the CAC. As these opinions and the draft measurers were recently issued, official guidance
+and interpretation of these two remain unclear in several respects at this time. 
+
+ 
+
+ If,
+for example, our potential initial business combination is with a target business operating in the PRC and if the enacted version of
+the draft measures mandates clearance of cybersecurity review and other specific actions to be completed by the target business, we may
+face uncertainties as to whether such clearance can be timely obtained, or at all, and incur additional time delays to complete any such
+acquisition. Cybersecurity review could also result in negative publicity with respect to our initial business combination and diversion
+of our managerial and financial resources. There is no guarantee that we can receive such approval in a timely manner, and we may also
+be prevented from pursuing certain investment opportunities if the PRC government considers that the potential investments will result
+in a significant national security issue. If obtained, since our business combination period is 12 months from the closing of this offering
+(or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination), and the
+approval process may take a period longer than we expect before we enter into a definitive agreement with a target company, we may be
+unable to complete a business combination within 12 months from the closing of this offering (or up to 18 months from the closing of
+this offering if we extend the period of time to consummate a business combination). 
+
+ 
+
+In light of recent events indicating greater
+oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, companies with more than one
+million users personal information in China, especially some internet and technology companies, may not be willing to list on
+a U.S. stock exchange or enter into a definitive business combination agreement with us. Further, we may also avoid a business combination
+with a company with more than one million users personal information in China due to the limited timeline for us to complete a
+business combination.
+
+ 
+
+Companies in China are subject
+to various risks and costs associated with the collection, use, sharing, retention, security, and transfer of confidential and private
+information, such as personal information and other data. This data is wide ranging and relates to our investors, employees, contractors
+and other counterparties and third parties. If we decide to initiate a business combination with a company in China, our compliance obligations
+include those relating to the Data Protection Act (As Revised) of the Cayman Islands and the relevant PRC laws in this regard. These
+PRC laws apply not only to third-party transactions, but also to transfers of information between a holding company and its subsidiaries.
+These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future. Non-compliance could result
+in penalties or other significant legal liabilities.
+
+ 
+
+Pursuant to the PRC Cybersecurity
+Law, which was promulgated by the Standing Committee of the National People s Congress on November 7, 2016 and took effect on June
+1, 2017, personal information and important data collected and generated by a critical information infrastructure operator in the course
+of its operations in China must be stored in China, and if a critical information infrastructure operator purchases internet products
+and services that affects or may affect national security, it should be subject to cybersecurity review by the CAC. Due to the lack of
+further interpretations, the exact scope of "critical information infrastructure operator" remains unclear. On July 10, 2021,
+the CAC publicly issued the Measures for Cybersecurity Censorship (Revised Draft for Comments) aiming to, upon its enactment, replace
+the existing Measures for Cybersecurity Censorship. The draft measures extend the scope of cybersecurity reviews to data processing operators
+engaging in data processing activities that affect or may affect national security, including listing in a foreign country. The draft
+measures require a company holding more than one million personal information to submit its IPO materials prepared for submission for
+cybersecurity review before listing on a foreign exchange.
+
+ 
+
+ It is unclear whether
+the draft measures will apply to a company planning to list on a U.S. stock exchange by business combination with a special purpose acquisition
+corporation like us. If cybersecurity review applies to our business combination with a company holding more than one million personal
+information in China, we cannot guarantee that we will receive such approval in a timely manner. Further, due to limited business combination
+period that we have, we may avoid searching for a target and completing an initial business combination that will be subject to Chinese
+cybersecurity review. Therefore, we may conduct analysis before we enter into a definitive agreement with a target company to evaluate
+the risks associated with the review by the CAC and may avoid searching for a company with one million personal information in China
+or a company operating critical information infrastructure in China. 
+
+ 
+
+ 
+
+ 72
+
+ 
+
+ 
+
+ 
+
+ Furthermore, if we were
+found to be in violation of applicable laws and regulations in China during such review, we could be subject to administrative penalties,
+such as warnings, fines, or suspension of business combination if we enter into a definitive agreement with a target company. Therefore,
+cybersecurity review could materially and adversely affect our target search, financial condition, and results of operations. Even if
+we successfully complete a business combination, CAC may change its rules effective retroactively. As such, it may materially affect
+the operation of our post-combination entity, and we could be subject to administrative penalties, which could cause the value of our
+securities worthless. 
+
+ 
+
+In addition, the PRC Data
+Security Law, which was promulgated by the Standing Committee of the National People s Congress on June 10, 2021 and takes effect
+on September 1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose
+of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for
+data security. After the Data Security Law takes effect, if our post-combination entity s data processing activities were found
+to be not in compliance with this law, our post-combination entity could be ordered to make corrections, and under certain serious circumstances,
+such as severe data divulgence, we and post-combination entity could be subject to penalties, including the revocation of our business
+licenses or other permits. As a result, we and post-combination entity may be required to suspend our relevant businesses, shut down
+our website, take down our operating applications, or face other penalties, which may materially and adversely affect our business, financial
+condition, and results of operations. 
+
+ 
+
+ In
+the event we successfully consummated business combination with a target business with primary operation in PRC, we will be subject to
+restrictions on dividend payments following consummation of our initial business combination. 
+
+ 
+
+ After
+we consummate our initial business combination, we may rely on dividends and other distributions from our operating company to provide
+us with cash flow and to meet our other obligations. Current regulations in China would permit our operating company in China to pay
+dividends to us only out of its accumulated distributable profits, if any, determined in accordance with Chinese accounting standards
+and regulations. In addition, our operating company in China will be required to set aside at least 10% (up to an aggregate amount equal
+to half of its registered capital) of its accumulated profits each year. Such cash reserve may not be distributed as cash dividends.
+In addition, if our operating company in China incurs debt on its own behalf in the future, the instruments governing the debt may restrict
+its ability to pay dividends or make other payments to us. 
+
+ 
+
+ If
+we make equity compensation grants to persons who are PRC citizens, they may be required to register with the State Administration of
+Foreign Exchange of the PRC ("SAFE"). We may also face regulatory uncertainties that could restrict our ability to adopt
+equity compensation plans for our directors and employees and other parties under PRC laws. 
+
+ 
+
+ On
+April 6, 2007, SAFE issued the "Operating Procedures for Administration of Domestic Individuals Participating in the Employee Stock
+Ownership Plan or Stock Option Plan of An Overseas Listed Company, also known as "Circular 78." It is not clear whether
+Circular 78 covers all forms of equity compensation plans or only those which provide for the granting of shares options. For any plans
+which are so covered and are adopted by a non-PRC listed company, such as our company, after April 6, 2007, Circular 78 requires all
+participants who are PRC citizens to register with and obtain approvals from SAFE prior to their participation in the plan. In addition,
+Circular 78 also requires PRC citizens to register with SAFE and make the necessary applications and filings if they participated in
+an overseas listed company s covered equity compensation plan prior to April 6, 2007. We believe that the registration and approval
+requirements contemplated in Circular 78 will be burdensome and time consuming. 
+
+ 
+
+ Upon
+consummation of business combination with a target business with primary operations in PRC, we may adopt an equity incentive plan and
+make shares option grants under the plan to our officers, directors and employees, whom may be PRC citizens and be required to register
+with SAFE. If it is determined that any of our equity compensation plans are subject to Circular 78, failure to comply with such provisions
+may subject us and participants of our equity incentive plan who are PRC citizens to fines and legal sanctions and prevent us from being
+able to grant equity compensation to our PRC employees. In that case, our ability to compensate our employees and directors through equity
+compensation would be hindered and our business operations may be adversely affected. 
+
+ 
+
+ Enhanced
+scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue
+in the future. 
+
+ 
+
+ The
+PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of certain taxable assets, including, in particular,
+equity interests in a PRC resident enterprise, by a non-resident enterprise by promulgating and implementing SAT Circular 59 and Circular
+698, which became effective in January 2008, and a Circular 7 in replacement of some of the existing rules in Circular 698, which became
+effective in February 2015. 
+
+ 
+
+ Under
+Circular 698, where a non-resident enterprise conducts an "indirect transfer" by transferring the equity interests of a PRC
+"resident enterprise" indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise,
+being the transferor, may be subject to PRC corporate income tax, if the indirect transfer is considered to be an abusive use of company
+structure without reasonable commercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at
+a rate of up to 10%. Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident
+enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable
+adjustment to the taxable income of the transaction. 
+
+ 
+
+ 73
+
+ 
+
+ 
+
+ 
+
+ In
+February 2015, the SAT issued Circular 7 to replace the rules relating to indirect transfers in Circular 698. Circular 7 has introduced
+a new tax regime that is significantly different from that under Circular 698. Circular 7 extends its tax jurisdiction to not only
+indirect transfers set forth under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore
+transfer of a foreign intermediate holding company. In addition, Circular 7 provides clearer criteria than Circular 698 on how to
+assess reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of
+equity through a public securities market. Circular 7 also brings challenges to both the foreign transferor and transferee (or other
+person who is obligated to pay for the transfer) of the taxable assets. Where a non-resident enterprise conducts an "indirect transfer"
+by transferring the taxable assets indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise
+being the transferor, or the transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority
+such indirect transfer. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the
+overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring
+PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC corporate income tax, and the transferee or other
+person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer
+of equity interests in a PRC resident enterprise. 
+
+ 
+
+ We
+face uncertainties on the reporting and consequences on future private equity financing transactions, share exchange or other transactions
+involving the transfer of shares in our company by investors that are non-PRC resident enterprises. The PRC tax authorities may pursue
+such non-resident enterprises with respect to a filing or the transferees with respect to withholding obligation, and request our PRC
+subsidiaries to assist in the filing. As a result, we and non-resident enterprises in such transactions may become at risk of being subject
+to filing obligations or being taxed, under Circular 59 or Circular 698 and Circular 7, and may be required to expend valuable resources
+to comply with Circular 59, Circular 698 and Circular 7 or to establish that we and our non-resident enterprises should not be taxed
+under these circulars, which may have a material adverse effect on our financial condition and results of operations. 
+
+ 
+
+ The
+PRC tax authorities have the discretion under SAT Circular 59, Circular 698 and Circular 7 to make adjustments to the taxable capital
+gains based on the difference between the fair value of the taxable assets transferred and the cost of investment. Although we currently
+have no plans to pursue any acquisitions in China or elsewhere in the world, we may pursue acquisitions in the future that may involve
+complex corporate structures. If we are considered a non-resident enterprise under the PRC corporate income tax law and if the PRC tax
+authorities make adjustments to the taxable income of the transactions under SAT Circular 59 or Circular 698 and Circular 7, our income
+tax costs associated with such potential acquisitions will be increased, which may have an adverse effect on our financial condition
+and results of operations. 
+
+ 
+
+ The Chinese government may exert substantial
+interventions and influences to our operations at any time. Any new policies,
+regulations, rules, actions or laws by the PRC government may subject us or our post-combination entity to material changes in operations,
+may cause the value of our shares of Class A ordinary shares significantly decline or be worthless, and may completely hinder our ability
+to offer or continue securities to investors. 
+
+ 
+
+ The Chinese government
+has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and
+state ownership. Our operations and the post-combination entity s ability to operate in China may be harmed by changes in its laws
+and regulations, including those relating to securities, taxation, environmental regulations, land use rights, property and other matters.
+The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations
+that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.
+Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return
+to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant
+effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then
+hold in Chinese properties. 
+
+ 
+
+For example, the Chinese
+cybersecurity regulator announced on July 2, 2021, that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later
+ordered that the company s app be removed from smartphone app stores. On July 24, 2021, the General Office of the Communist Party
+of China Central Committee and the General Office of the State Council jointly released the Guidelines for Further Easing the Burden
+of Excessive Homework and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant to which foreign investment
+in such firms via mergers and acquisitions, franchise development, and variable interest entities are banned from this sector.
+
+ 
+
+ As such, our operations and post-combination entity s business
+segments may be subject to various government and regulatory interference in the provinces in which they operate at any time. The post-combination
+entity could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and
+government sub-divisions. We and our post-combination entity may incur increased costs necessary to comply with existing and newly adopted
+laws and regulations or penalties for any failure to comply. If the PRC government initiates an investigation into us at any time alleging
+us violation of cybersecurity laws, anti-monopoly laws, and securities offering rules in China in connection with this offering or future
+business combination, we may have to spend additional resources and incur additional time delays to comply with the applicable rules,
+and our business operations will be affected materially and any such action could cause the value of our securities to significantly
+decline or be worthless. 
+
+ 
+
+ As
+the date of this prospectus, there are no PRC laws and regulations (including the China Securities Regulatory Commission, or the CSRC,
+Cyberspace Administration of China, or the CAC, or any other government entity) in force explicitly requiring that we obtain permission
+from PRC authorities for this offering or to issue securities to foreign investors, and we have not received any inquiry, notice, warning,
+sanction or any regulatory objection to this offering from any relevant PRC authorities. However, it is uncertain when and whether
+the we and our post-combination entity will be required to obtain permission from the PRC government to list on U.S. stock exchanges
+or enter into VIE Agreements in the future, and even when such permission is obtained, whether it will be denied or rescinded. Any
+new policies, regulations, rules, actions or laws by the PRC government may subject us or our post-combination entity to material changes
+in operations, may cause the value of our Class A ordinary shares significantly decline or be worthless, and may completely hinder our
+ability to offer or continue securities to investors. 
+
+ 
+
+ 74
+
+ 
+
+ 
+
+ 
+
+ 
+
+ PRC
+laws and regulations governing our post-combination entity s business operations are sometimes vague and uncertain and any changes
+in such laws and regulations may impair our ability to operate profitably. 
+
+ 
+
+ There
+are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to,
+the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in certain circumstances.
+The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement
+may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments
+to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently
+adopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affect
+existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing
+or new PRC laws or regulations may have on our post-combination entity s business. 
+
+ 
+
+ The
+PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil
+law system may be cited for reference but have limited precedential value. Since these laws and regulations are relatively new and the
+PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and the
+enforcement of these laws, regulations and rules involves uncertainties. 
+
+ 
+
+ In
+1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The
+overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign
+investments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may
+not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and
+regulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing
+statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the
+level of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability
+to enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous
+legal actions or threats in attempts to extract payments or benefits from us. 
+
+ 
+
+ Furthermore,
+the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or
+at all and may have retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime
+after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs
+and diversion of resources and management attention. 
+
+ 
+
+ From
+time to time, our post-combination entity may have to resort to administrative and court proceedings to enforce our legal rights. However,
+since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual
+terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection our
+post-combination entity enjoys than in more developed legal systems. Furthermore, the PRC legal system is based in part on government
+policies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive effect. As a result,
+we and our post-combination entity may not be aware of our violation of these policies and rules until sometime after the violation.
+Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and
+procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect
+our business and impede our post-combination entity s ability to continue its operations. 
+
+ 
+
+ Changes
+in the policies, regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and could
+have a significant impact upon our ability to operate profitably in the PRC. 
+
+ 
+
+ Our
+post-combination entity may conduct most of our operations and most of our revenue is generated in the PRC. Accordingly, economic, political
+and legal developments in the PRC will significantly affect our post-combination entity s business, financial condition, results
+of operations and prospects. Policies, regulations, rules, and the enforcement of laws of the PRC government can have significant effects
+on economic conditions in the PRC and the ability of businesses to operate profitably. Our post-combination entity s ability to
+operate profitably in the PRC may be adversely affected by changes in policies by the PRC government, including changes in laws, regulations
+or their interpretation, particularly those dealing with the Internet, including censorship and other restriction on material which can
+be transmitted over the Internet, security, intellectual property, money laundering, taxation and other laws that affect our post-combination
+entity s ability to operate its business. 
+
+ 
+
+ China
+Securities Regulatory Commission and other Chinese government agencies may exert more oversight and control over offerings that
+are conducted overseas and foreign investment in China-based issuers. If the CSRC or another PRC regulatory body subsequently determines
+that its approval is needed for this offering, we cannot predict whether we will be able to obtain such approval. As a result,
+both you and us face uncertainty about future actions by the PRC government that could significantly affect our ability to offer or continue
+to offer securities to investors and cause the value of our securities to significantly decline or be worthless. 
+
+ 
+
+ 
+
+ 
+
+ 75
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ On July 6, 2021, the
+General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document
+to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among
+other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,
+to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application
+of the PRC securities laws. Since this document is relatively new, uncertainties still exist in relation to how soon legislative or administrative
+regulation making bodies will respond and what existing or new laws, regulations or detailed implementations and interpretations will
+be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our future business
+combination with a company with major operation in China. Therefore, China Securities Regulatory Commission and other Chinese government
+agencies may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers.
+If the CSRC or another PRC regulatory body subsequently determines that its approval is needed for this offering, a business combination,
+the issuance of our Class A ordinary shares upon exercise of the rights, or maintaining our status as a publicly listed company outside
+China, we may face approval delays, adverse actions or sanctions by the CSRC or other PRC regulatory agencies. In any such event, these
+regulatory agencies may delay a potential business combination, impose fines and penalties, limit our acquisitions and operations of
+a target business in China, or take other actions that could materially adversely affect our business, financial condition, results of
+operations, reputation and prospects, as well as the trading price of our units, Class A ordinary shares and rights. As a result,
+both you and us face uncertainty about future actions by the PRC government that could significantly affect our ability to offer or continue
+to offer securities to investors and cause the value of our securities to significantly decline or be worthless. 
+
+ 
+
+ If
+we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have
+to expend significant resources to investigate and resolve the matter which could harm our business operations, this offering and our
+reputation and could result in a loss of your investment in our ordinary shares, especially if such matter cannot be addressed and resolved
+favorably. 
+
+ 
+
+ Recently,
+U.S. public companies that have substantially all of their operations in China, have been subjected to intense scrutiny, criticism and
+negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and
+negative publicity has centered around financial and accounting irregularities, a lack of effective internal controls over financial
+accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result
+of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased
+in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC
+enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide
+scrutiny, criticism and negative publicity will have on us if we target a PRC company with respect to the initial business combination.
+If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend
+significant resources to investigate such allegations and/or defend the company. This situation may be a major distraction to our management.
+If such allegations are not proven to be groundless, we will be severely hampered and your investment in our securities could be rendered
+worthless. 
+
+ 
+
+ The
+approval of the China Securities Regulatory Commission is not required in connection with this offering, and, if required, we cannot
+predict whether we will be able to obtain such approval. 
+
+ 
+
+ The
+Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory
+agencies requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and
+controlled by PRC companies or individuals to obtain the approval of the CSRC, prior to the listing and trading of such special purpose
+vehicle s securities on an overseas stock exchange. 
+
+ 
+
+ We
+believe the CSRC s approval is not required for the listing and trading of our securities on Nasdaq in the context of this offering,
+given that we are a Cayman Islands company incorporated as a blank check company for the purpose of effecting our initial business combination
+or our business combination. 
+
+ 
+
+ However,
+we cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion as we do. If it is determined
+that CSRC approval is required for this offering, we may face sanctions by the CSRC or other PRC regulatory agencies for failure to seek
+CSRC approval for this offering. These sanctions may include fines and penalties on our operations in the PRC, limitations on our operating
+privileges in the PRC, delays in or restrictions on the repatriation of the proceeds from this offering into the PRC, restrictions on
+or prohibition of the payments or remittance of dividends by our PRC subsidiary, or other actions that could have a material and adverse
+effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our securities.
+Furthermore, the CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this
+offering before the settlement and delivery of the securities that we are offering. Consequently, if you engage in market trading or
+other activities in anticipation of and prior to the settlement and delivery of the securities we are offering, you would be doing so
+at the risk that the settlement and delivery may not occur. 
+
+ 
+
+ 
+
+ 76
+
+ 
+
+ 
+
+ 
+
+ 
+
+ Uncertainties
+with respect to the PRC legal system could adversely affect us. 
+
+ 
+
+ If
+our initial business combination target is a PRC company with operations in China, it will be governed by PRC laws and regulations. PRC
+companies and variable interests entities are generally subject to laws and regulations applicable to foreign investments in China and,
+in particular, laws and regulations applicable to wholly foreign-owned enterprises. The PRC legal system is based on statutes. Prior
+court decisions may be cited for reference but have limited precedential value. 
+
+ 
+
+ Since
+1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in
+China. However, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently
+cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, and because
+of the limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations
+involve uncertainties. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are
+not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these
+policies and rules until sometime after the violation. In addition, any litigation in China may be protracted and result in substantial
+costs and diversion of resources and management attention. 
+
+ 
+
+ PRC
+regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds
+of this offering to make loans or additional capital contributions to our PRC subsidiaries, which could materially and adversely affect
+our liquidity and our ability to fund and expand our business. 
+
+ 
+
+ Any
+loans to PRC subsidiaries are subject to PRC regulations. For example, loans by us to subsidiaries in China, which are foreign invested
+entities ("FIEs"), to finance their activities cannot exceed statutory limits and must be registered with SAFE. On March
+30, 2015, SAFE promulgated Hui Fa [2015] No.19, a notice regulating the conversion by a foreign-invested company of foreign currency
+into RMB. The foreign exchange capital, for which the monetary contribution has been confirmed by the foreign exchange authorities (or
+for which the monetary contribution has been registered for account entry) in the capital account of a foreign-invested enterprise may
+be settled at a bank as required by the enterprise s actual management needs. Foreign-invested enterprises with investment as their
+main business (including foreign-oriented companies, foreign-invested venture capital enterprises and foreign-invested equity investment
+enterprises) are allowed to, under the premise of authenticity and compliance of their domestic investment projects, carry out based
+on their actual investment scales direct settlement of foreign exchange capital or transfer the RMB funds in the foreign exchange settlement
+account for pending payment to the invested enterprises accounts. 
+
+ 
+
+ On
+May 10, 2013, SAFE released Circular 21, which came into effect on May 13, 2013. According to Circular 21, SAFE has simplified the foreign
+exchange administration procedures with respect to the registration, account openings and conversions, settlements of FDI-related foreign
+exchange, as well as fund remittances. 
+
+ 
+
+ Circular
+21 may significantly limit our ability to convert, transfer and use the net proceeds from this offering and any offering of additional
+equity securities in China, which may adversely affect our liquidity and our ability to fund and expand our business in the PRC. 
+
+ 
+
+ We
+may also decide to finance the VIE s subsidiaries by means of capital contributions. These capital contributions must be approved
+by MOFCOM or its local counterpart, which usually takes no more than 30 working days to complete. We may not be able to obtain these
+government approvals on a timely basis, if at all, with respect to future capital contributions by us to the VIE s subsidiaries.
+If we fail to receive such approvals, we will not be able to capitalize our PRC operations, which could adversely affect our liquidity
+and our ability to fund and expand our business. 
+
+ 
+
+General
+Risk Factors
+
+ 
+
+Unanticipated
+changes in our effective tax rate or challenges by tax authorities could harm our future results.
+
+ 
+
+We
+may become subject to income taxes in various other jurisdictions in the future. Our effective tax rate could be adversely affected by
+changes in the allocation of our pre-tax earnings and losses among countries with differing statutory tax rates, in certain non-deductible
+expenses as a result of acquisitions, in the valuation of our deferred tax assets and liabilities, or in federal, state, local or non-U.S.
+tax laws and accounting principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents.
+Increases in our effective tax rate would adversely affect our operating results. In addition, we may be subject to income tax audits
+by various tax jurisdictions throughout the world. The application of tax laws in such jurisdictions may be subject to diverging and
+sometimes conflicting interpretations by tax authorities in these jurisdictions. Although we believe our income tax liabilities are reasonably
+estimated and accounted for in accordance with applicable laws and principles, an adverse resolution of one or more uncertain tax positions
+in any period could have a material impact on the results of operations for that period.
+
+ 
+
+ 77
+
+ 
+
+ 
+
+ 
+
+Because
+we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to
+protect your rights through the U.S. federal courts may be limited.
+
+ 
+
+We
+are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service
+of process within the United States upon our directors or executive officers, or enforce judgments obtained in the U.S. courts against
+our directors or officers.
+
+ 
+
+Our
+corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same
+may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities
+laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the
+fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman
+Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands
+as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the
+Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different
+from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands
+has a different body of securities laws as compared to the United States, and certain states, may have more fully developed and judicially
+interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative
+action in a federal court of the United States.
+
+ 
+
+Changes
+in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results
+of operations.
+
+ 
+
+We
+are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply
+with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult,
+time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and
+those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to
+comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, investments
+and results of operations. 
+
+ 
+
+We
+are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of
+certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make
+our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
+
+ 
+
+We
+are an "emerging growth company" within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage
+of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
+companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of
+the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
+and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any
+golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may
+deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status
+earlier, including if the market value of our Class A ordinary share held by non-affiliates exceeds $700 million as of any June 30
+before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict
+whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities
+less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise
+would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
+
+ 
+
+ 78
+
+ 
+
+ 
+
+ 
+
+Further,
+Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
+accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective
+or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
+standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
+that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such
+extended transition period, which means that when a standard is issued or revised and it has different application dates for public or
+private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new
+or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth
+company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of
+the potential differences in accountant standards used.
+
+ 
+
+Additionally,
+we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies
+may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial
+statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our
+ordinary shares held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our
+annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates
+exceeds $700 million as of that year s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations,
+it may also make comparison of our financial statements with other public companies difficult or impossible.
+
+ 
+
+If
+we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
+and our activities may be restricted, which may make it difficult for us to complete our business combination.
+
+ 
+
+If
+we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
+
+ 
+
+ 
+ 
+ 
+ restrictions
+ on the nature of our investments; and
+
+ 
+ 
+
+ 
+ 
+ 
+ restrictions
+ on the issuance of securities, each of which may make it difficult for us to complete our business combination.
+
+ 
+ 
+
+In
+addition, we may have imposed upon us burdensome requirements, including:
+
+ 
+
+ 
+ 
+ 
+ registration
+ as an investment company;
+
+ 
+ 
+
+ 
+ 
+ 
+ adoption
+ of a specific form of corporate structure; and
+
+ 
+ 
+
+ 
+ 
+ 
+ reporting,
+ record keeping, voting, proxy and disclosure requirements and other rules and regulations.
+
+ 
+ 
+
+In
+order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must
+ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities
+do not include investing, reinvesting, owning, holding or trading "investment securities" constituting more than 40% of our
+total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and
+complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to
+buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to
+be a passive investor.
+
+ 
+
+ 79
+
+ 
+
+ 
+
+ 
+
+We
+do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held
+in the trust account may only be invested in United States "government securities" within the meaning of Section 2(a)(16)
+of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7
+promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust
+agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these
+instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and
+selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an "investment company"
+within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in
+government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur
+of: (i) the completion of our primary business objective, which is a business combination; (ii) the redemption of any public
+shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association
+to modify (A) the substance or timing of our obligation to allow redemption in connection with our initial business combination
+or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this
+offering (or up to 18 months, if we extend the time we need to complete a business combination as described in this prospectus), or (B) with
+respect to any other provision relating to shareholders rights or pre-initial business combination activity; or (iii) absent
+a business combination, our return of the funds held in the trust account to our public shareholders as part of our redemption of the
+public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If
+we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional
+expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete
+our initial business combination, our public shareholders may receive only approximately $10.00 per share on the liquidation of our trust
+account, our warrants and rights will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00
+per share on the redemption of their shares. See "— If third parties bring claims against us, the proceeds held in the trust
+account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share" and other
+risk factors in this section.
+
+ 
+
+Compliance
+obligations under the Sarbanes-Oxley Act may make it more difficult for us to complete our initial business combination, require substantial
+financial and management resources, and increase the time and costs of completing an acquisition.
+
+ 
+
+Section 404
+of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on
+Form 10-K for the year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated
+filer will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control
+over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent
+registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank
+check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public
+companies because a target company with which we seek to complete our business combination may not be in compliance with the provisions
+of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to
+achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
+
+ 
+
+Provisions
+in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors
+might be willing to pay in the future for our Class A ordinary shares and could entrench management.
+
+ 
+
+Our
+amended and restated memorandum and articles of association will contain provisions that may discourage unsolicited takeover proposals
+that shareholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability
+of the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of management
+more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our
+securities.
+
+ 
+
+We
+may not hold an annual meeting of shareholders until after the consummation of our initial business combination, which could delay the
+opportunity for our shareholders to elect directors.
+
+ 
+
+In
+accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year
+after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual
+or general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity
+to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being
+appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year
+term. In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the appointment
+of directors until after the consummation of our initial business combination. In addition, prior to our initial business combination,
+only holders of our Class B ordinary shares have the right to vote on the appointment of directors, including in connection with the
+completion of our initial business combination and holders of a majority of our Class B ordinary shares may remove a member of the board
+of directors for any reason. Accordingly, you may not have any say in the management of our company prior to the consummation of an initial
+business combination.
+
+ 
+
+ 80
+
+ 
+
+ 
+
+ 
+
+CAUTIONARY
+NOTE REGARDING FORWARD-LOOKING STATEMENTS
+
+ 
+
+Certain
+statements in this prospectus may constitute "forward-looking statements" for purposes of the federal securities laws. Our
+forward-looking statements include, but are not limited to, statements regarding our or our management team s expectations, hopes,
+beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations
+of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate,"
+"believe," "continue," "could," "estimate," "expect," "intend,"
+"may," "might," "plan," "possible," "potential," "predict," "project,"
+"should," "would" and similar expressions may identify forward-looking statements, but the absence of these words
+does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements
+about:
+
+ 
+
+ 
+ 
+ 
+ our
+ ability to complete our initial business combination;
+
+ 
+ 
+
+ 
+ 
+ 
+ our
+ expectations around the performance of the prospective target business or businesses;
+
+ 
+ 
+
+ 
+ 
+ 
+ our
+ success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business
+ combination;
+
+ 
+ 
+
+ 
+ 
+ 
+ our
+ officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or
+ in approving our initial business combination, as a result of which they would then receive expense reimbursements;
+
+ 
+ 
+
+ 
+ 
+ 
+ our
+ potential ability to obtain additional financing to complete our initial business combination;
+
+ 
+ 
+
+ 
+ 
+ 
+ the
+ ability of our officers and directors to generate a number of potential acquisition opportunities;
+
+ 
+ 
+
+ 
+ 
+ 
+ our
+ public securities potential liquidity and trading;
+
+ 
+ 
+
+ 
+ 
+ 
+ the
+ lack of a market for our securities;
+
+ 
+ 
+
+ 
+ 
+ 
+ the
+ use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
+
+ 
+ 
+
+ 
+ 
+ 
+ the
+ trust account not being subject to claims of third parties; or
+
+ 
+ 
+
+ 
+ 
+ 
+ our
+ financial performance following this offering.
+
+ 
+ 
+
+The
+forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments
+and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
+These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
+that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
+These risks and uncertainties include, but are not limited to, those factors described in the section of this prospectus entitled "Risk
+Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual
+results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update
+or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required
+under applicable securities laws.
+
+ 
+
+ 81
+
+ 
+
+ 
+
+ 
+
+USE
+OF PROCEEDS
+
+ 
+
+ We are offering 7,500,000
+units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering together with the funds we will receive
+from the sale of the private shares will be used as set forth in the following table. 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ Without 
+ Over-
+ Allotment
+ 
+ Option 
+ Over-
+ Allotment 
+ Option
+ Fully 
+ Exercised 
+
+ 
+ Gross proceeds 
+ 
+ 
+
+ 
+ Gross proceeds from
+ units offered to public(1) 
+ $ 75,000,000 
+ $ 86,250,000 
+
+ 
+ Gross proceeds from private shares offered
+ in the private placement 
+ 3,200,000 
+ 3,425,000 
+
+ 
+ Total gross proceeds 
+ $ 78,200,000 
+ $ 89,675,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ Offering
+ expenses(2) 
+ 
+ 
+
+ 
+ Underwriting commissions (2% of gross
+ proceeds from units offered to public) 
+ $ 1,500,000 
+ $ 1,725,000 
+
+ 
+ Legal fees and expenses 
+ 300,000 
+ 300,000 
+
+ 
+ Accounting fees and expenses 
+ 75,000 
+ 75,000 
+
+ 
+ SEC registration fee 
+ 9,625 
+ 9,625 
+
+ 
+ FINRA filing fee 
+ 14,732 
+ 14,732 
+
+ 
+ Nasdaq listing and filing fees 
+ 50,000 
+ 50,000 
+
+ 
+ Director and Officer liability insurance premiums 
+ 400,000 
+ 400,000 
+
+ 
+ Printing and engraving expenses 
+ 35,000 
+ 35,000 
+
+ 
+ Miscellaneous 
+ 165,643 
+ 165,643 
+
+ 
+ Total offering expenses (excluding underwriting
+ commissions) 
+ $ 1,050,000 
+ $ 1,050,000 
+
+ 
+ Proceeds after offering expenses 
+ $ 75,650,000 
+ $ 86,900,000 
+
+ 
+ Held in trust account(3) 
+ $ 75,000,000 
+ $ 86,250,000 
+
+ 
+ % of public offering size 
+ 100 % 
+ 100 % 
+
+ 
+ Not held in trust account 
+ $ 650,000 
+ $ 650,000 
+
+ 
+
+ 
+
+The
+following table shows the use of the approximately $650,000 of net proceeds not held in the trust account:
+
+ 
+
+ 
+ 
+ Amount 
+ %
+ of Total 
+
+ 
+ Legal,
+ accounting, due diligence, travel, and other expenses in connection with any business combination(5) 
+ $400,000 
+ 61.54%
+
+ 
+ Legal
+ and accounting fees related to regulatory reporting obligations 
+ 100,000 
+ 15.38%
+
+ 
+ Working
+ capital and miscellaneous expenses 
+ 150,000 
+ 23.08%
+
+ 
+ Total 
+ $650,000 
+ 100.0%
+
+ 
+
+ 
+
+ 
+ (1)
+ Includes
+ amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial
+ business combination.
+
+ 
+ 
+
+ 
+ (2) 
+ A portion of the offering expenses will be paid
+ from the proceeds of a loan from our sponsor and/or its affiliates of up to $500,000 as described in this prospectus. This amount
+ will be repaid upon completion of this offering out of the $2,550,000 (or $2,775,000 if the underwriters over-allotment option
+ is exercised in full) of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting
+ commissions) and amounts not to be held in the trust account. In the event that offering expenses are less than set forth in this
+ table, any such amounts will be used for post-closing working capital expenses. In the event that the offering expenses are more
+ than as set forth in this table, we may fund such excess with funds not held in the trust account. 
+
+ 
+ 
+
+ 82
+
+ 
+
+ 
+
+ 
+
+ (3) Upon completion of our initial business
+combination, $2,625,000 (or $3,018,750 if the underwriters over-allotment option is exercised in full) will be payable to the
+underwriters for deferred underwriting commissions from the funds held in the trust account, and the remaining funds, less amounts released
+to the trustee to pay redeeming shareholders, will be released to us and can be used to pay all or a portion of the purchase price of
+the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of
+principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies
+or for working capital. The underwriters will not be entitled to any interest accrued on the deferred underwriting commissions. 
+
+ 
+
+(4)
+These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein.
+For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring
+our business combination based upon the level of complexity of such business combination. In the event we identify a business combination
+target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and
+the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants
+to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations
+among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific
+category of expenses, would not be available for our expenses.
+
+ 
+
+(5)
+Includes estimated amounts that may also be used in connection with our business combination to fund a "no shop" provision
+and commitment fees for financing.
+
+ 
+
+We
+may increase or decrease the total number of units sold to the public in this offering. If we decide to proceed with an offering that
+results in an increase in the total number of units sold to the public, we would have additional proceeds from the offering available
+to pursue an acquisition. If we proceed with an offering that results in a decrease in the total number of units sold to the public,
+we would have reduced proceeds from the offering available to pursue an acquisition. Such an increase or decrease may impact the size
+of the initial business combination we may pursue. In addition, the proceeds held in trust would correspondingly increase or decrease
+such that 100% of the gross proceeds from this offering will be held in trust. The underwriter s option to purchase additional
+units to cover over-allotments and the amount of private shares that our sponsor will purchase would correspondingly increase or decrease.
+We would issue additional Class B ordinary shares in the event we increase the total number of units sold in this offering exceeding
+the total number of units after the full over-allotment and the holders of our Class B ordinary shares would forfeit Class B ordinary
+shares in the event we decrease the total number of units sold in this offering so that the number of Class A ordinary shares issuable
+upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number
+of all ordinary shares outstanding upon completion of this offering (excluding the sale of the private shares and assuming our founders
+do not purchase public shares in this offering).
+
+ 
+
+ 83
+
+ 
+
+ 
+
+ 
+
+ The
+rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the sale of the private shares be deposited
+in a trust account. Of the net proceeds of this offering and the sale of the private shares, $75,000,000 (or $86,250,000 if the underwriters 
+over-allotment option is exercised in full), including $2,625,000 (or $3,018,750) if the underwriters over-allotment option is
+exercised in full) for deferred underwriting commissions, will be placed in a U.S.-based trust account with Wilmington Trust, National
+Association, acting as trustee, and will be invested only in U.S. government treasury bills with a maturity of 185 days or less
+or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct
+U.S. government treasury obligations. We estimate that the interest earned on the trust account will be approximately $37,500 per year,
+assuming an interest rate of 0.05% per year; however, we can provide no assurance regarding this amount. Except with respect to interest
+earned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceeds from this offering
+and the sale of the private shares that are deposited in the trust account will not be released from the trust account until the earliest
+to occur of: (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted
+in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to modify the
+substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our
+public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18
+months, if we extend the time we need to complete a business combination as described in this prospectus), or (ii) with respect
+to any other provision relating to shareholders rights or pre-initial business combination activity and (c) the redemption
+of our public shares if we are unable to complete our business combination within 12 months from the closing of this offering (or up
+to 18 months, if we extend the time we need to complete a business combination as described in this prospectus), subject to applicable
+law. 
+
+ 
+
+The
+net proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately
+complete our business combination. If our initial business combination is paid for using equity or debt instruments, or not all of the
+funds released from the trust account are used for payment of the consideration in connection with our business combination, we may apply
+the balance of the cash released from the trust account for general corporate purposes, including for maintenance or expansion of operations
+of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business
+combination, to fund the purchase of other assets, companies or for working capital.
+
+ 
+
+We
+believe that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated. This belief
+is based on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest,
+we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective acquisition, only after we
+have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of a business combination. However,
+if our estimate of the costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amount
+necessary to do so, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable.
+If we are required to seek additional capital, we could seek such additional capital through loans or additional investments from our
+founders or their affiliates, but such persons are not under any obligation to advance funds to, or invest in, us.
+
+ 
+
+Our
+sponsor has agreed to loan us up to $500,000 to be used for a portion of the expenses of this offering. This loan is non-interest bearing,
+unsecured and is due at the earlier of December 31, 2021 or the closing of this offering. The loan will be repaid upon the closing of
+this offering out of the offering proceeds not held in the trust account.
+
+ 
+
+ In addition, in order
+to finance transaction costs in connection with an intended initial business combination, our founders or an affiliate of our founders
+may, but are not obligated to, loan us funds as may be required and/or fund our extension if we need additional time to complete a business
+combination. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account
+released to us. Otherwise, such loans would be repaid only out of funds held outside the trust account. In the event that our initial
+business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned
+amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $3,000,000 of such loans may be convertible
+into working capital shares, at a price of $10.00 per share at the option of the lender. The working capital shares would be identical
+to the private shares sold in the private placement. The terms of such loans by our founders or their affiliates, if any, have not been
+determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we
+do not expect to seek loans from parties other than our founders or their affiliates as we do not believe third parties will be willing
+to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account, but in the event that
+we seek loans from any third party, we will obtain a waiver against any and all rights to seek access to funds in our trust account. 
+
+ 
+
+ 84
+
+ 
+
+ 
+
+ 
+
+If
+we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination
+pursuant to the tender offer rules, our founders or their affiliates may purchase shares in privately negotiated transactions either
+prior to or following the completion of our initial business combination. There is no limit on the number of shares our founders or their
+affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of Nasdaq. However, they have
+no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such
+transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material
+non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do
+not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the
+Exchange Act or a going-private transaction subject to the going- private rules under the Exchange Act; however, if the purchasers
+determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
+
+ 
+
+ We will only redeem our
+public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 upon consummation of our initial
+business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s "penny
+stock" rules) and the agreement for our business combination may require as a closing condition that we have a minimum net worth
+or a certain amount of cash. If too many public shareholders exercise their redemption rights so that we cannot satisfy the net tangible
+asset requirement or any net worth or cash requirements, we would not proceed with the redemption of our public shares or the business
+combination, and instead may search for an alternate business combination. 
+
+ 
+
+A
+public shareholder will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion
+of an initial business combination, and then only in connection with those public shares that such shareholder properly elected to redeem,
+subject to the limitations described in this prospectus, (ii) the redemption of any public shares properly submitted in connection
+with a shareholder vote to amend our amended and restated memorandum and articles of association to modify (A) the substance or
+timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares
+if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we
+extend the time we need to complete a business combination as described in this prospectus), or (B) with respect to any other provision
+relating to shareholders rights or pre-initial business combination activity, and (iii) the redemption of our public shares
+if we are unable to complete our business combination within 12 months following the closing of this offering (or up to 18 months, if
+we extend the time we need to complete a business combination as described in this prospectus), subject to applicable law and as further
+described herein and any limitations (including but not limited to cash requirements) created by the terms of the proposed business combination.
+In no other circumstances will a public shareholder have any right or interest of any kind to or in the trust account.
+
+ 
+
+Our
+founders have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect
+to any founder shares, private shares and any public shares held by them in connection with the completion of our initial business combination
+and to waive their redemption rights with respect to their founder shares, private shares and public shares in connection with a shareholder
+vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing
+of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we
+do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend
+the time we need to complete a business combination as described in this prospectus), or (B) with respect to any other provision
+relating to shareholders rights or pre-initial business combination activity. In addition, our founders have agreed to waive their
+rights to liquidating distributions from the trust account with respect to any founder shares and private shares held by them if we fail
+to complete our business combination within the prescribed time frame. However, if our founders or their affiliates acquire public shares
+in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares
+if we fail to complete our initial business combination within the prescribed time frame. Permitted transferees of the founder shares
+and private shares held by our founders would be subject to the same restrictions applicable to our founders, respectively.
+
+ 
+
+ 85
+
+ 
+
+ 
+
+ 
+
+DIVIDEND
+POLICY
+
+ 
+
+We
+have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our
+initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
+requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends
+subsequent to our initial business combination will be within the discretion of our board of directors at such time Further, if we incur
+any indebtedness in connection with our business combination, our ability to declare dividends may be limited by restrictive covenants
+we may agree to in connection therewith.
+
+ 
+
+DILUTION
+
+ 
+
+The
+difference between the public offering price per Class A ordinary share, assuming no value is attributed to the warrants included in
+the units we are offering pursuant to this prospectus or the private shares, and the pro forma net tangible book value per Class A ordinary
+share after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated
+with the sale and exercise of warrants, including the private shares, which would cause the actual dilution to the public shareholders
+to be higher, particularly where a cashless exercise is utilized. Net tangible book value per share is determined by dividing our net
+tangible book value, which is our total tangible assets less total liabilities (including the value of Class A ordinary share which may
+be redeemed for cash), by the number of outstanding Class A ordinary shares.
+
+ 
+
+ As of September 30, 2021,
+our net tangible book deficit was $213,020 or approximately $(0.1) per Class B ordinary shares. After giving effect to the sale of
+7,500,000 Class A ordinary shares and rights included in the units we are offering by this prospectus, the sale of the private shares
+and the deduction of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book (deficit) at September
+30, 2021 would have been $(1,954,273), or approximately $(0.66), per share (or $(2,348,023) or $(0.70) per share if the underwriters 
+option to purchase additional units is exercised in full), representing an immediate decrease in net tangible book value (as decreased
+by the value of $7,500,000, ordinary shares that may be redeemed for cash and assuming no exercise of the underwriters over-allotment
+option) of $0.56 per share (or $86,250,000 or $0.60 per share if the underwriters option to purchase additional units is exercised
+in full) to our founders as of the closing of this offering and an immediate dilution of $9.75 per share or 107.26% to our public shareholders.
+The dilution to new investors if the underwriters exercise the over-allotment option in full would be an immediate dilution of $9.79
+per share or 107.70%. 
+
+ 
+
+The
+following table illustrates the dilution to the public shareholders on a per-share basis, assuming no value is attributed to the warrants
+included in the units:
+
+ 
+
+ 
+ 
+ Without
+
+ Over-
+
+ Allotment 
+ With 
+
+ Over-
+
+ Allotment 
+
+ 
+ Public offering price 
+ $ 9.09 
+ $ 9.09 
+
+ 
+ Net tangible book deficit before this offering 
+ (0.10 ) 
+ (0.10 ) 
+
+ 
+ Increase attributable to public shareholders 
+ (0.56 ) 
+ (0.60 ) 
+
+ 
+ Pro forma net tangible book value after this offering
+ and the sale of the private shares 
+ (0.66 ) 
+ (0.70 ) 
+
+ 
+ Dilution to public shareholders 
+ $ 9.75 
+ $ 9.79 
+
+ 
+ Percentage of dilution to public shareholders 
+ 107.26 % 
+ 107.70 % 
+
+ 
+
+ 
+
+ For purposes of presentation,
+we have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriters over-allotment
+option) by $75,000,000 because holders of up to approximately 100.00% of our public shares may redeem their shares for a pro rata share
+of the aggregate amount then on deposit in the trust account at a per share redemption price equal to the amount in the trust account
+as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two days prior to
+the commencement of our tender offer or shareholders meeting, including interest earned on the funds held in the trust account and not
+previously released to us to pay our taxes), divided by the number of Class A ordinary shares sold in this offering. 
+
+ 
+
+ 86
+
+ 
+
+ 
+
+ 
+
+The
+following table sets forth information with respect to our founders and the public shareholders:
+
+ 
+
+ 
+ 
+ Shares Purchased 
+ Total Consideration 
+ Average 
+ Price 
+
+ 
+ 
+ Number 
+ Percentage 
+ Amount 
+ Percentage 
+ Per Share 
+
+ 
+ Founders(1) 
+ 1,875,000 
+ 17.95 % 
+ $ 25,000 
+ 0.03 % 
+ $ 0.013 
+
+ 
+ Private Shareholders 
+ 320,000 
+ 3.06 % 
+ 3,200,000 
+ 4.09 % 
+ 10.00 
+
+ 
+ Public Shareholders 
+ 8,250,000 
+ 78.99 % 
+ 75,000,000 
+ 95.88 % 
+ $ 9.09 
+
+ 
+ 
+ 10,445,000 
+ 100.00 % 
+ $ 78,225,000 
+ 100.00 % 
+ 
+
+ 
+
+ 
+
+ 
+ (1) 
+ Assumes no exercise of the underwriters 
+ over-allotment option and the corresponding forfeiture of an aggregate of 281,250 Class B ordinary shares held by our founders. 
+
+ 
+ 
+
+The
+pro forma net tangible book value per share after the offering is calculated as follows:
+
+ 
+
+ 
+ 
+ Without 
+ Over-
+ allotment 
+ With 
+ Over-
+ allotment 
+
+ 
+ Numerator: 
+ 
+ 
+
+ 
+ Net tangible book deficit before this offering 
+ $ (213,020 ) 
+ $ (213,020 ) 
+
+ 
+ Net proceeds from this offering and sale of the private shares 
+ 75,650,000 
+ 86,900,000 
+
+ 
+ Plus: Offering costs paid in advance, excluded from tangible
+ book value 
+ 233,747 
+ 233,747 
+
+ 
+ Less: Deferred Underwriting Commissions 
+ (2,625,000 ) 
+ (3,018,750 ) 
+
+ 
+ Less: Proceeds held in trust subject
+ to redemption 
+ (75,000,000 ) 
+ (86,250,000 ) 
+
+ 
+ 
+ $ (1,954,273 ) 
+ $ (2,438,023 ) 
+
+ 
+ Denominator: 
+ 
+ 
+
+ 
+ Class B ordinary shares outstanding prior to this offering 
+ 2,156,250 
+ 2,156,250 
+
+ 
+ Class B ordinary shares forfeited if over-allotment is not
+ exercised 
+ (281,250 ) 
+ — 
+
+ 
+ Class A ordinary shares included in the units offered in this
+ offering 
+ 7,500,000 
+ 8,625,000 
+
+ 
+ Class A ordinary shares underlying the rights to be included
+ in the public units 
+ 750,000 
+ 862,500 
+
+ 
+ Class A ordinary shares issued in the private placement 
+ 320,000 
+ 342,500 
+
+ 
+ Less: Shares subject to possible
+ conversion 
+ (7,500,000 ) 
+ (8,625,000 ) 
+
+ 
+ 
+ 2,945,000 
+ 3,361,250 
+
+ 
+
+ 
+
+ 87
+
+ 
+
+ 
+
+ 
+
+CAPITALIZATION
+
+ 
+
+ The following table sets
+forth our capitalization at September 30, 2021 and as adjusted to give effect to the sale of our units and the private shares and the
+application of the estimated net proceeds derived from the sale of such securities: 
+
+ 
+
+ 
+
+ 
+ 
+ September 30, 2021 
+
+ 
+ 
+ Actual 
+ As
+
+ Adjusted(1) 
+
+ 
+ Promissory note to
+ related party(2) 
+ $ 213,020 
+ $ — 
+
+ 
+ Deferred Underwriting Commissions 
+ — 
+ 2,625,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ Class A ordinary share, $0.0001
+ par value, 7,500,000 shares subject to possible conversion/tender(3) 
+ — 
+ 75,000,000 
+
+ 
+ Preference share, $0.0001 par value, 1,000,000 shares authorized;
+ none issued and outstanding, actual and as adjusted 
+ — 
+ — 
+
+ 
+ Class A ordinary share, $0.0001
+ par value, 200,000,000 shares authorized; 0 and 320,000 shares issued and outstanding (excludes up to 0 and 7,500,000 shares
+ subject to possible conversion/tender), actual and as adjusted, respectively(4) 
+ — 
+ 32 
+
+ 
+ Class B ordinary share, $0.0001 par value; 20,000,000 shares
+ authorized; 2,156,250 and 1,875,000 shares issued and outstanding, actual and as adjusted, respectively 
+ 216 
+ 188 
+
+ 
+ Additional paid-in capital 
+ 24,784 
+ - 
+
+ 
+ Accumulated deficit 
+ (4,273 ) 
+ (1,954,493 ) 
+
+ 
+ Total shareholders equity 
+ $ 20,727 
+ $ (1,954,273 ) 
+
+ 
+ Total capitalization 
+ $ 233,747 
+ $ 75,670,727 
+
+ 
+
+ 
+
+ 
+ (1) 
+ Assumes the over-allotment option has not been
+ exercised and the resulting forfeiture of 281,250 founder shares held by our founders has occurred. 
+
+ 
+ 
+
+ 
+ (2) 
+ Our sponsor and/or its affiliates has agreed to
+ loan us up to $500,000 to be used for a portion of the expenses of this offering. As of September 30, 2021, we had borrowed $213,020
+ under the promissory note with our founders. 
+
+ 
+ 
+
+ 
+
+ 
+ (3) 
+ All of the 7,500,000 shares of Class
+ A ordinary shares sold as part of the units in the offering contain a redemption feature which allows for the redemption of such
+ public shares in connection with our liquidation, if there is a stockholder vote or tender offer in connection with the business
+ combination and in connection with certain amendments to our amended and restated certificate of incorporation. In accordance with
+ SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely
+ within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that
+ the 7,500,000 shares of Class A ordinary share sold as part of the units in the offering will be issued with other freestanding instruments
+ (i.e., public warrants), the initial carrying value of common stock classified as temporary equity will be the allocated proceeds
+ determined in accordance with ASC 470-20. Our ordinary shares is subject to ASC 480-10-S99. If it is probable that the equity instrument
+ will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of
+ issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption
+ date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount
+ of the instrument to equal the redemption value at the end of each reporting period. We have elected to recognize the changes immediately.
+ The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained
+ earnings, additional paid-in capital). 
+
+ 
+ 
+
+ 
+ (4)
+ Actual share amount is
+ prior to any forfeiture of founder shares by our sponsor and as adjusted amount assumes no exercise of the underwriters over-allotment
+ option.
+
+ 
+ 
+
+ 88
+
+ 
+
+ 
+
+ 
+
+MANAGEMENT S
+DISCUSSION AND ANALYSIS OF
+
+FINANCIAL CONDITION AND RESULTS OF OPERATIONS
+
+ 
+
+Overview
+
+ 
+
+We
+are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, capital
+stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have
+not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions directly
+or indirectly, with respect to identifying any business combination target. While our efforts to identify a target business for such
+initial business combination may span many industries and regions worldwide, we intend to focus our search for a target business on companies
+within technology-enabled financial sectors, including but not limited to, blockchain infrastructure, software services, and non-fungible
+token. We intend to complete our initial business combination using cash from the proceeds of this offering and the private placements
+of the private shares, our share capital stock, debt or a combination of cash, stock and debt.
+
+ 
+
+The
+issuance of additional ordinary shares or preferred shares in a business combination:
+
+ 
+
+ 
+ 
+ 
+ may significantly dilute
+ the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary
+ shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B
+ ordinary shares; may significantly dilute the equity interest of investors in this offering;
+
+ 
+ 
+
+ 
+ 
+ 
+ may subordinate the rights
+ of holders of our ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares;
+
+ 
+ 
+
+ 
+ 
+ 
+ could cause a change in
+ control if a substantial number of our ordinary shares is issued, which may affect, among other things, our ability to use our net
+ operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
+
+ 
+ 
+
+ 
+ 
+ 
+ may have the effect of
+ delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control
+ of us; and
+
+ 
+ 
+
+ 
+ 
+ 
+ may adversely
+ affect prevailing market prices for our Class A ordinary shares, warrants and/or rights.
+
+ 
+
+ 
+
+Similarly,
+if we issue debt securities or otherwise incur significant debt to bank or other lenders or owners of a target, it could result in:
+
+ 
+
+ 
+ 
+ 
+ default and foreclosure
+ on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
+
+ 
+ 
+
+ 
+ 
+ 
+ acceleration of our obligations
+ to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require
+ the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
+
+ 
+ 
+
+ 
+ 
+ 
+ our immediate payment of
+ all principal and accrued interest, if any, if the debt security is payable on demand;
+
+ 
+ 
+
+ 
+ 
+ 
+ our inability to obtain
+ necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the
+ debt security is outstanding;
+
+ 
+ 
+
+ 
+ 
+ 
+ our inability to pay dividends
+ on our ordinary shares;
+
+ 
+ 
+
+ 
+ 
+ 
+ using a substantial portion
+ of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares
+ if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;
+
+ 
+ 
+
+ 
+ 
+ 
+ limitations on our flexibility
+ in planning for and reacting to changes in our business and in the industry in which we operate;
+
+ 
+ 
+
+ 
+ 
+ 
+ increased vulnerability
+ to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
+
+ 
+ 
+
+ 
+ 
+ 
+ limitations on our ability
+ to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy;
+ and
+
+ 
+ 
+
+ 
+ 
+ 
+ other purposes and other
+ disadvantages compared to our competitors who have less debt.
+
+ 
+ 
+
+ As indicated in the accompanying
+unaudited financial statements, at September 30, 2021, we had no cash and deferred offering costs of $213,020. Further, we expect to
+continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or
+to complete our initial business combination will be successful. 
+
+ 
+
+ 89
+
+ 
+
+ 
+
+ 
+
+Results
+of Operations and Known Trends or Future Events
+
+ 
+
+We
+have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational
+activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until
+after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and
+cash equivalents after this offering. There has been no significant change in our financial or trading position and no material adverse
+change has occurred since the date of our audited financial statements. After this offering, we expect to incur increased expenses as
+a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence
+expenses. We expect our expenses to increase substantially after the closing of this offering.
+
+ 
+
+Liquidity
+and Capital Resources
+
+ 
+
+ Our liquidity needs have
+been satisfied prior to the completion of this offering through a capital contribution from our founders of $25,000 and a loan to us
+of up to $500,000 by our sponsor, under an unsecured promissory note. We estimate that the net proceeds from (i) the sale of the
+units in this offering, after deducting offering expenses of approximately $1,050,000, underwriting commissions of $1,500,000 ($1,725,000
+if the underwriters over-allotment option is exercised in full), and (ii) the sale of the private shares for a purchase price
+of $3,200,000 (or $3,425,000 if the over-allotment option is exercised in full), will be $75,650,000 (or $86,900,000 if the underwriters 
+over-allotment option is exercised in full). Of this amount, $75,000,000 (or $86,250,000 if the underwriters over-allotment option
+is exercised in full) will be held in the trust account, which includes $2,625,000 (or $3,018,750 if the underwriters over-allotment
+option is exercised in full) for the underwriters deferred underwriting compensation. The remaining approximately $650,000 will
+not be held in the trust account. In the event that our offering expenses exceed our estimate of $1,050,000, we may fund such excess
+with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would
+decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,050,000, the
+amount of funds we intend to be held outside the trust account would increase by a corresponding amount. 
+
+ 
+
+We
+intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust
+account (less amounts released to us for taxes payable, working capital purposes and deferred underwriting commissions) to complete our
+initial business combination. We may withdraw interest to pay taxes. Our annual income tax obligations will depend on the amount of interest
+and other income earned on the amounts held in the trust account. We expect the interest income earned on the amount in the trust account
+(if any) will be sufficient to pay our taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to
+complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance
+the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
+
+ 
+
+Prior
+to the completion of our initial business combination, we will have available to us the approximately $650,000 of proceeds held outside
+the trust account. We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective
+target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives
+or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete
+a business combination.
+
+ 
+
+ In order to fund working
+capital deficiencies or finance transaction costs in connection with an intended initial business combination, our founders or an affiliate
+of our founders may, but are not obligated to, loan us funds as may be required and/or fund our extensions if we need additional time
+to complete a business combination. If we complete our initial business combination, we would repay such loaned amounts. In the event
+that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay
+such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $3,000,000 of such loans may be convertible
+into working capital shares, at a price of $10.00 per share at the option of the lender. The working capital shares would be identical
+to the private shares, subject to similar limited restrictions as compared to the Class A ordinary shares sold in this offering. The
+terms of such loans by our founders or their affiliates, if any, have not been determined and no written agreements exist with respect
+to such loans. We do not expect to seek loans from parties other than our founders or an affiliate of our founders as we do not believe
+third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust
+account, but in the event that we seek loans from any third parties, we will obtain a waiver against any and all rights to seek access
+to funds in our trust account. 
+
+ 
+
+We
+expect our primary liquidity requirements during that period to include approximately $400,000 in legal, accounting, due diligence and
+other fees in connection with the business combination; $100,000 in legal and accounting related to regulatory reporting obligations;
+and $150,000 in working capital and miscellaneous expenses.
+
+ 
+
+These
+amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being
+placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a
+down payment or to fund a "no-shop" provision (a provision designed to keep target businesses from "shopping"
+around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular
+proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid
+for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a "no-shop"
+provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time.
+Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue
+searching for, or conducting due diligence with respect to, prospective target businesses.
+
+ 
+
+ As
+indicated in the accompanying unaudited financial statements, at September 30, 2021, we had no cash and a working capital deficiency
+of $213,020. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition
+plans. 
+
+ 
+
+ 90
+
+ 
+
+ 
+
+ 
+
+We
+do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating
+our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating
+an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate
+our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our initial business
+combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business
+combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition,
+we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and
+the sale of the private shares, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust
+account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to
+complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination
+to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination.
+There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances
+or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop
+agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would
+only complete such financing simultaneously with the completion of our initial business combination. Our amended and restated memorandum
+and articles of association will provide that, following this offering and prior to the consummation of our initial business combination,
+we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust
+account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment
+to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination
+beyond 12 months from the closing of this offering (or up to 18 months, if we extend the time we need to complete a business combination
+as described in this prospectus) or (y) amend the foregoing provisions, unless (in connection with any such amendment to our amended
+and restated memorandum and articles of association) we offer our public shareholders the opportunity to redeem their public shares.
+
+ 
+
+If
+we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced
+to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient,
+we may need to obtain additional financing in order to meet our obligations.
+
+ 
+
+Controls
+and Procedures
+
+ 
+
+We
+are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley
+Act. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31,
+2022. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer would we be required to comply with
+the independent registered public accounting firm attestation requirement. Further, for as long as we remain an emerging growth company
+as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable
+to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the
+independent registered public accounting firm attestation requirement.
+
+ 
+
+Prior
+to the closing of this offering, we have not completed an assessment, nor have our auditors tested our systems, of internal controls.
+We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination
+and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an
+effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding
+the adequacy of internal controls. Many small and mid-sized target businesses we may consider for our business combination may have internal
+controls that need improvement in areas such as:
+
+ 
+
+ 
+ 
+ 
+ staffing for financial,
+ accounting and external reporting areas, including segregation of duties;
+
+ 
+ 
+
+ 
+ 
+ 
+ reconciliation of accounts;
+
+ 
+ 
+
+ 
+ 
+ 
+ proper recording of expenses
+ and liabilities in the period to which they relate;
+
+ 
+ 
+
+ 
+ 
+ 
+ evidence of internal review
+ and approval of accounting transactions;
+
+ 
+ 
+
+ 
+ 
+ 
+ documentation of processes,
+ assumptions and conclusions underlying significant estimates; and
+
+ 
+ 
+
+ 
+ 
+ 
+ documentation of accounting
+ policies and procedures.
+
+ 
+ 
+
+Because
+it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary
+for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expense
+in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure
+controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing
+reporting.
+
+ 
+
+Once
+our management s report on internal controls is complete, we will retain our independent auditors to audit and render an opinion
+on such report when required by Section 404 of the Sarbanes-Oxley Act. The independent auditors may identify additional issues concerning
+a target business s internal controls while performing their audit of internal control over financial reporting.
+
+ 
+
+ 91
+
+ 
+
+ 
+
+ 
+
+Quantitative
+and Qualitative Disclosures about Market Risk
+
+ 
+
+The
+net proceeds of this offering and the sale of the private shares held in the trust account will be invested in U.S. government treasury
+bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment
+Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe
+there will be no associated material exposure to interest rate risk.
+
+ 
+
+Related
+Party Transactions
+
+ 
+
+ On April 16, 2021,
+our sponsor acquired 2,300,000 Class B ordinary shares for an aggregate purchase price of $25,000. On May 11, 2021, our sponsor
+surrendered 1,150,000 founder shares. On November 8, 2021, we effectuated a capitalization of shares in connection with upsizing of
+the offering from $40 million to $75 million, so our sponsor was issued additional 1,006,250 founder shares at no additional
+consideration. As a result, our sponsor acquired 2,156,250 Class B ordinary shares for an aggregate purchase price of $25,000. Prior
+to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The number of
+founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares
+upon completion of this offering (excluding the sale of the private shares and assuming our founders do not purchase public shares
+in this offering). The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to
+the company by the aggregate number of founder shares issued. If we increase or decrease the size of the offering we will effect a
+capitalization issue or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B
+ordinary share immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial
+shareholders at 20% of the issued and outstanding ordinary shares (excluding the sale of the private shares and assuming our
+founders do not purchase public shares in this offering) upon the consummation of this offering. 
+
+ 
+
+Our
+founders and advisors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection
+with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
+Our audit committee will review on a quarterly basis all payments that were made to our founders, advisors or our or their affiliates
+and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement
+of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
+
+ 
+
+Our
+April 16, 2021, our sponsor has agreed to loan us up to $500,000 to be used for a portion of the expenses of this offering. This loan
+is non-interest bearing, unsecured and is due at the earlier of (1) December 31, 2021 and (2) the consummation of the business
+combination.
+
+ 
+
+ In addition, in order
+to finance transaction costs in connection with an intended initial business combination, our founders or an affiliate of our founders
+may, but are not obligated to, loan us funds as may be required and/or fund our extensions if we need additional time to complete a business
+combination. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business
+combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but
+no proceeds from our trust account would be used for such repayment. Up to $3,000,000 of such loans may be convertible into working capital
+shares, at a price of $10.00 per share at the option of the lender. Such working capital shares would be identical to the private shares
+sold in the private placement. The terms of such loans by our founders or their affiliates, if any, have not been determined and no written
+agreements exist with respect to such loans. We do not expect to seek loans from parties other than our founders or an affiliate of our
+founders as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek
+access to funds in our trust account, but in the event that we seek loans from any third parties, we will obtain a waiver against any
+and all rights to seek access to funds in our trust account. 
+
+ 
+
+ 92
+
+ 
+
+ 
+
+ 
+
+ Our
+sponsor has committed to purchase an aggregate of 320,000 private shares (or 342,500 if the underwriters over-allotment option
+is exercised in full) at a price of $10.00 per share (approximately $3,200,000 in the aggregate or $3,425,000 if the underwriters 
+over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering.
+Each private share is identical to Class A ordinary shares sold in this offering with certain limited exceptions. Our sponsor will be
+permitted to transfer the private shares held by them to certain permitted transferees, including our officers and directors and other
+persons or entities affiliated with or related to it or them, but the transferees receiving such securities will be subject to the same
+agreements with respect to such securities as the founders. 
+
+ 
+
+Pursuant
+to a registration rights agreement we will enter into with our founders on or prior to the closing of this offering, we may be required
+to register certain securities for sale under the Securities Act. Our founders and holders of private shares issued upon conversion of
+working capital loans, if any, are entitled under the registration rights agreement to make up to three demands that we register certain
+of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant
+to Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in other registration
+statements filed by us. We will bear the costs and expenses of filing any such registration statements. See the section of this prospectus
+entitled "Certain Relationships and Related Party Transactions."
+
+ 
+
+Off-Balance
+Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
+
+ 
+
+ As of September 30, 2021,
+we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments
+or contractual obligations. No unaudited quarterly operating data is included in this prospectus, as we have conducted no operations
+to date. 
+
+ 
+
+JOBS Act
+
+ 
+
+On
+April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting
+requirements for qualifying public companies. We will qualify as an "emerging growth company" and under the JOBS Act will
+be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.
+We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised
+accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result,
+our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company
+effective dates.
+
+ 
+
+Additionally,
+we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject
+to certain conditions set forth in the JOBS Act, if, as an "emerging growth company", we choose to rely on such exemptions
+we may not be required to, among other things, (i) provide an auditor s attestation report on our system of internal controls
+over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging
+growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement
+that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional
+information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive
+compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO s
+compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of this
+offering or until we are no longer an "emerging growth company," whichever is earlier.
+
+ 
+
+ 93
+
+ 
+
+ 
+
+ 
+
+PROPOSED
+BUSINESS
+
+ 
+
+Business
+Strategy and Acquisition Criteria
+
+ 
+
+Our
+strategy will be to identify, acquire, and initiate business combination with the mindset and goal to build and grow companies from various
+industries. We will seek potential targets in which we believe can materially grow revenue and earnings through the efforts of a combined
+management team follow by a completion of initial business combination.
+
+ 
+
+We
+believe that our management team is well positioned to identify attractive business combination opportunities with a compelling industry
+backdrop and an opportunity for transformational growth. Our founders objectives are to generate attractive returns for shareholders
+and enhance value through improving operational performance of the acquired company. We expect to favor opportunities with certain industry
+and business characteristics. Key industry characteristics include compelling long-term growth, attractive competitive dynamics, consolidation
+opportunities and low risk of technological obsolescence. Key business characteristics include high barriers to entry, significant streams
+of recurring revenue, opportunity for operational improvement, attractive steady-state margins, high incremental margins and attractive
+free cash flow characteristics.
+
+ 
+
+In
+consistent with our business strategies and objectives, we have identified the following general criteria and guidelines that we believe
+are helpful in evaluating prospective targets companies for acquisition or business combination, which we believe are important in evaluating
+prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate
+from these criteria and guidelines should we see justification to do so.
+
+ 
+
+ 
+ 
+ 
+ Strong management
+ Team. We will seek to acquire those businesses with reasoned and strong managements having a track record of driving growth
+ and profitability; or having proposition of the businesses that may likely be well received by public investors.
+
+ 
+ 
+
+ 
+ 
+ 
+ Growth Potential.
+ We will be looking for businesses that we believe present the potential for revenue and earnings growth through a combination of
+ business, management and resources. We will also consider businesses with potential to generate stable and increasing free cash flow.
+ We may also seek to prudently leverage this cash flow in order to enhance shareholder value.
+
+ 
+ 
+
+ 
+ 
+ 
+ Companies with Potential
+ for Strong Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential to generate
+ strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams
+ and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in
+ order to enhance shareholder value.
+
+ 
+ 
+
+ 
+ 
+ 
+ Benefit from being
+ a public company. We intend to only acquire a business or businesses that will benefit from being publicly traded and which
+ can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded
+ company.
+
+ 
+ 
+
+This
+list of criteria and guidelines are not intended to be exhaustive. Our management team will evaluate and value potential target company
+on a case-by-case basis. Any evaluation relating to the merits of a particular initial business combination or acquisition may be based,
+to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our management may deem
+relevant. In the event that we decide to enter into our initial business combination or acquisition with a target business that does
+not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guideline
+in our shareholder communications, which as discussed in this prospectus would be in the form of proxy solicitation or tender offer materials
+that we would file with the SEC.
+
+ 
+
+ 94
+
+ 
+
+ 
+
+ 
+
+Initial
+Business Combination
+
+ 
+
+ We will have until 12
+months from the closing of this offering to consummate our initial business combination. However, if we anticipate that we may not be
+able to consummate our initial business combination within 12 months from closing of this offering, we may, but are not obligated to,
+extend the period of time to consummate a business combination twice by an additional three months each time (for a total of up to 18
+months to complete a business combination). Pursuant to the terms of our amended and restated memorandum and articles of association
+and the trust agreement to be entered into between us and Wilmington Trust, National Association on the date of this prospectus, in order
+to extend the time available for us to consummate our initial business combination, our sponsor, upon at least five days advance notice
+prior to the applicable deadline, must deposit into the trust account for each three months extension, $750,000, or $862,500 if the underwriters 
+over-allotment option is exercised in full ($0.10 per unit in either case), up to an aggregate of $1,500,000 or $1,725,000 if the underwriters 
+over-allotment option is exercised in full, on or prior to the date of the applicable deadline. The sponsor will receive a non-interest
+bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to
+close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon
+consummation of our initial business combination, or, at the lender s discretion, converted upon consummation of our business combination
+into additional private shares at a price of $10.00 per share. 
+
+ 
+
+If
+we are unable to consummate our initial business combination within the applicable time period which is 12 months from the closing of
+this offering (or up to 18 months if extended), we will, as promptly as reasonably possible but not more than ten business days thereafter,
+redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following
+such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in
+each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
+In such event, the warrants and rights will be worthless.
+
+ 
+
+Our
+initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least
+80% of the assets held in the trust account (excluding deferred underwriting commissions payable to our underwriters and taxes payable)
+at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the
+fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is
+a member of the Financial Industry Regulatory Authority ("FINRA"), or an independent accounting firm with respect to the
+satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion, nor will they be able to rely on such
+opinion.
+
+ 
+
+The
+net proceeds of this offering and the sale of the private shares released to us from the trust account upon the closing of our initial
+business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business
+combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the
+trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of
+our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate
+purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest
+due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
+
+ 
+
+In
+addition, we may be required to obtain additional financing in connection with the closing of our initial business combination to be
+used following the closing for general corporate purposes as described above. There is no limitation on our ability to raise funds through
+the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business
+combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this
+offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion
+of our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect
+to raising any additional funds through the sale of securities or otherwise. None of our founders is required to provide any financing
+to us in connection with or after our initial business combination. We may also obtain financing prior to the closing of our initial
+business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our
+initial business combination. Our amended and restated memorandum and articles of association will provide that, following this offering
+and prior to the consummation of our initial business combination, we will be prohibited from issuing additional securities that would
+entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on
+any initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association
+to (x) extend the time we have to consummate a business combination beyond 12 months from the closing of this offering (or up to
+18 months, if we extend the time we need to complete a business combination as described in this prospectus), or (y) amend the foregoing
+provisions, unless (in connection with any such amendment to our amended and restated memorandum and articles of association) we offer
+our public shareholders the opportunity to redeem their public shares.
+
+ 
+
+Our Acquisition
+Process
+
+ 
+
+We
+will utilize the diligence, rigor, and expertise of our managements respective platforms to evaluate potential targets 
+strengths, weaknesses, and opportunities to identify the relative risk and return profile of any potential target for our initial business
+combination.
+
+ 
+
+We
+currently do not have any specific business combination under consideration. Our officers and directors have not individually selected
+a target business. Our management team is continuously made aware of potential business opportunities, one or more of which we may desire
+to pursue for a business combination, but we have not (nor has anyone on our behalf) had any substantive discussions, directly or indirectly,
+with any business combination target with respect to an initial business combination with us.
+
+ 
+
+ 95
+
+ 
+
+ 
+
+ 
+
+Each
+of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
+to other entities including other special purpose acquisition company, or SPAC pursuant to which such officer or director is or will
+be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business
+combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he
+or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our management team is
+continuously made aware of potential investment opportunities, one or more of which we may desire to pursue for a business combination.
+
+ 
+
+Our
+amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered
+to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or
+officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable
+for us to pursue.
+
+ 
+
+Our
+officers may become an officer or director of any other special purpose acquisition company with a class of securities registered under
+the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we enter into a definitive agreement regarding our
+initial business combination or we have failed to complete our initial business combination within 12 months after the closing of this
+offering (or up to 18 months, if we extend the time we need to complete a business combination as described in this prospectus).
+
+ 
+
+Status
+as a Public Company
+
+ 
+
+We
+believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we
+offer a target business an alternative to the traditional initial public offering through a merger or other business combination. In
+this situation, the owners of the target business would exchange their shares of stock in the target business for ordinary shares or
+for a combination of ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although
+there are various costs and obligations associated with being a public company, we believe target businesses will find this method a
+more certain and cost effective method to becoming a public company than the typical initial public offering. In a typical initial public
+offering, there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the
+same extent in connection with a business combination with us.
+
+ 
+
+Furthermore,
+once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public
+offering is always subject to the underwriters ability to complete the offering, as well as general market conditions, which could
+delay or prevent the offering from occurring or could have negative valuation consequences. Once public, we believe the target business
+would then have greater access to capital and an additional means of providing management incentives consistent with shareholders 
+interests. It can offer further benefits by augmenting a company s profile among potential new customers and vendors and aid in
+attracting talented employees.
+
+ 
+
+We
+are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.
+As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public
+companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor
+attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
+in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive
+compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities
+less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more
+volatile.
+
+ 
+
+ 96
+
+ 
+
+ 
+
+ 
+
+In
+addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended
+transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
+In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards
+would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
+
+ 
+
+We
+will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
+of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which
+we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary share that is held by non-affiliates
+exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than
+$1.0 billion in non-convertible debt securities during the prior three-year period.
+
+ 
+
+Financial
+Position
+
+ 
+
+ With
+funds in the trust account available for a business combination initially in the amount of $72,375,000, after payment of $2,625,000 for
+deferred underwriting commissions (or $83,231,250 after payment of $3,018,750 for deferred underwriting commissions if the underwriters 
+over-allotment option is exercised in full), in each case before fees and expenses associated with our initial business combination,
+we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential
+growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able
+to complete our business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility
+to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs
+and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available
+to us. 
+
+ 
+
+ 97
+
+ 
+
+ 
+
+ 
+
+ Furthermore, our securities
+may be prohibited to trade on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect
+our auditor or the auditor of the target company of our initial business combination for three consecutive years beginning in 2021. Our
+auditor is currently subject to PCAOB inspections, and PCAOB is able to inspect our auditor. In order to minimize or avoid such risk,
+we will explicitly exclude any target company whose financial statements have been audited by an accounting firm that is unable to inspect
+for three consecutive years beginning in 2021. 
+
+ 
+
+ The governing PRC laws
+and regulations are sometimes vague and uncertain, and therefore, the vagueness and uncertainties may result in a material change in
+the post-business combination company s operations, cause the value of our shares after we complete our business combination to
+significantly decline or be worthless, or substantially limit or completely hinder the post-combined company s ability to offer
+or continue to offer securities to investors. For instance, the PRC government recently initiated a series of regulatory actions and
+statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the
+securities market, enhancing supervision over China-based companies listed overseas using the VIE structure, adopting new measures to
+extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. However, since these statements and
+regulatory actions are new, it is highly uncertain how soon Chinese legislative or administrative regulation making bodies will respond
+and what existing or new laws, regulations or detailed implementations and interpretations will be modified or promulgated, if any, and
+the potential impact such modified or new laws and regulations will have on our capability to acquire or merge with a company with major
+operations in China, as well as the post-business combination company s ability to conduct its business, accept foreign investments,
+or list on a U.S. stock exchange, and therefore, it could result in a material change in the target company s post-combinations
+operations, significant depreciation of the value of our Class A ordinary shares, or a complete hindrance of our ability to offer or
+continue to offer our securities to investors. 
+
+ 
+
+ Risks Associated with Us Being Based in China 
+
+ 
+
+ We are a Cayman Islands
+exempted company. As of the date of this prospectus, we are solely held by our sponsor Jade Value Holdings Limited, a British Virgin
+Islands company, managed by Mr. Bin (Brian) Lin, the Chief Executive Officer and a Canadian citizen. Upon the consummation of this
+offering (without over-allotment), our management and sponsor will collectively own 22.64% of equity interest and public shareholders
+including U.S. investors and foreign investors will collectively own 77.36% of equity interest of us. 
+
+ 
+
+ A majority of our management and our headquarter
+are located in China, we are subject to legal and operational risks associated with being based in China. Changes in China s economic,
+political or social conditions, as well as possible interventions and influences of any government policies and actions; as well as uncertainties
+with respect to the PRC legal system could have a material adverse effect on our operation and the value of our securities. For instance,
+(i) as the date of prospectus, we are not required to obtain any permission from China authorities nor received any objection or restriction
+from Chinese authorities to list our securities in U.S. exchanges, however, we cannot guarantee that PRC authorities may initiate any
+change in its law, rules or regulations, or governmental policies that would require permission or scrutiny from relevant PRC authorities
+before our listing; or any law, regulation, rules and policies will become effective and enforceable after our listing that could substantially
+affect our operation and the value of our securities may depreciate quickly even become worthless. See "
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001863181_home_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001863181_home_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5f56dffc3cdd9032bcadfd4db8e397a967399f07
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001863181_home_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to the amended and restated certificate of incorporation of the company, to be in effect upon completion of this offering; anchor investors are to the certain qualified institutional buyers or institutional accredited investors, as defined in Rule 144A and Regulation D, respectively, under the Securities Act, which are not affiliated with us, our sponsor, our directors or any member of our management and that have expressed to us an interest in purchasing up to an aggregate of approximately 19,980,000 units in this offering (which amount will not change if the underwriter s over-allotment option is exercised) at the offering price as further described herein; common stock are to our Class A common stock and our Class B common stock, collectively; DGCL are to the Delaware General Corporation Law as the same may be amended from time to time; equity-linked securities are to any debt or equity securities that are convertible into, or exercisable or exchangeable for, shares of our Class A common stock issued in connection with our initial business combination including but not limited to a private placement of equity or debt; founders are to Daniel Ciporin and Jonathan Rosenzweig; founder shares are to the shares of our Class B common stock initially purchased by our initial stockholders in a private placement prior to this offering (and a portion of which have been or may be sold to the public anchor investors on or about the date of this offering), and the shares of our Class A common stock that will be issued upon the automatic conversion of the shares of our Class B common stock at the time of our initial business combination (for the avoidance of doubt, such shares of our Class A common stock will not be public shares ); initial stockholders are to our sponsor and our independent director nominees (the holders of our founder shares prior to this offering), and where the context so requires, includes the public anchor investors to the extent that they purchase founder shares from our sponsor on or about the date of this offering); Jefferies are to Jefferies LLC, the underwriter; private placement warrants are to the warrants to be purchased by our sponsor and Jefferies in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public anchor investors are to the anchor investors other than the UBS O Connor anchor investors; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and our directors to the extent our initial stockholders and/or directors purchase public shares, provided that each of our initial stockholder s and directors status as a public stockholders will only exist with respect to such public shares; public warrants are to our redeemable warrants included in the units offered in this offering (whether they are purchased in this offering or thereafter in the open market) and to the private placement warrants if held by third parties other than our sponsor or its permitted transferees; sponsor are to Home Plate Sponsor LLC, a Delaware limited liability company; Table of Contents Index to Financial Statements The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 20, 2021 PRELIMINARY PROSPECTUS $200,000,000 Home Plate Acquisition Corporation 20,000,000 Units Home Plate Acquisition Corporation is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Although we may pursue targets in any industry or sector, we intend to focus our efforts on identifying high growth, U.S. and international acquisition targets in the Fintech (as defined in this prospectus) and Embedded Finance (as defined in this prospectus) sectors. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment, terms and limitations as described in this prospectus. The underwriter has a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described in this prospectus. If we have not completed an initial business combination within 18 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described in this prospectus. Our sponsor, Home Plate Sponsor LLC has agreed to purchase an aggregate of 6,600,000 warrants (or 7,050,000 warrants if the underwriter s over-allotment option is exercised in full), at a price of $1.00 per whole warrant in a private placement that will close simultaneously with this offering. Additionally, Jefferies LLC has agreed to purchase 1,000,000 warrants (or up to 1,150,000 warrants if the underwriter s over-allotment option is exercised in full) from us at a price of $1.00 per whole warrant in a private placement that will close simultaneously with this offering. We collectively refer to the warrants to be purchased by our sponsor and Jefferies LLC throughout this prospectus as the private placement warrants. Each whole private placement warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustments as described in this prospectus. Our initial stockholders currently hold 5,750,000 shares of our Class B common stock (up to 750,000 shares of which are subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised). The shares of Class B common stock will automatically convert into shares of our Class A common stock on the first business day following the completion of our initial business combination as described in this prospectus. Prior to our initial business combination, only holders of shares of our Class B common stock will be entitled to vote on the election of directors. Certain qualified institutional buyers or institutional accredited investors (including certain funds managed by UBS O Connor, LLC) which are not affiliated with us, our sponsor, our directors or any member of our management, and which we refer to collectively as the anchor investors throughout this prospectus, have expressed to us an interest in purchasing up to an aggregate of approximately 19,980,000 units in this offering (which amount will not change if the underwriter s over-allotment option is exercised) at the public offering price of $10.00. No anchor investor is expected to purchase more than 9.9% of the units in this offering (without giving effect to the over-allotment option). We have agreed to direct the underwriter to sell to the anchor investors up to such number of units and such allocations will be determined by the underwriter, subject to our satisfying the Nasdaq initial listing requirements, and such allocations will be determined by the underwriter. There can be no assurance that the anchor investors will acquire any units in this offering, or as to the amount of such units the anchor investors will retain, if any, prior to or upon the consummation of our initial business combination. Assuming that each anchor investor purchases the number of units for which it has provided an indication of interest, the anchor investors will own, in the aggregate, up to approximately % of the outstanding shares of our common stock (or up to % if the underwriter s over-allotment option is exercised in full) upon the completion of this offering. In consideration of these purchases, our sponsor has entered (or hereinafter may enter) into an investment agreement with each of the anchor investors (other than those funds managed by UBS O Connor) pursuant to which our sponsor has sold (or hereinafter may agree to sell) up to an aggregate of 1,350,000 founder shares, at their original purchase price of approximately $0.004 per share. Since our sponsor has (or may be) transferring founder shares held by it to the anchor investors (other than those funds managed by UBS O Connor) and we are not issuing any new shares of Class B common stock, there will be no dilutive impact on the other investors in this offering. For a discussion of certain additional arrangements with the anchor investors, see Summary The Offering Expressions of Interest. Currently, there is no public market for our units, shares of our Class A common stock or warrants. We have applied to have our units listed on The Nasdaq Global Market ( Nasdaq ) under the symbol HPLTU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the shares of our Class A common stock and warrants comprising the units will begin separate trading on Nasdaq under the symbols HPLT and HPLTW. respectively, on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Jefferies LLC (the underwriter ) informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ), containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 41 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state or non-U.S. securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PER UNIT TOTAL Public offering price $ 10.00 $ 200,000,000 Underwriting discounts and commissions (1) $ 0.55 $ 11,000,000 Proceeds, before expenses, to us $ 9.45 $ 189,000,000 (1) Includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriter s over-allotment option is exercised in full), payable to the underwriter for deferred underwriting fees to be placed in a trust account located in the United States as described in this prospectus. The deferred fees will be released to the underwriter only upon the completion of an initial business combination. The underwriter will receive compensation in addition to the underwriting fees. See Underwriting beginning on page 168 for a description of underwriting compensation payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000 or $230,000,000 if the underwriter s over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company, acting as trustee, and approximately $3,600,000 will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2021. Jefferies The date of this prospectus is , 2021 Table of Contents Index to Financial Statements sponsor team are to our founders and the members of our sponsor (which includes each of our founders, independent director nominees and additional advisors); UBS O Connor anchor investors are to certain funds managed by UBS O Connor LLC that have invested in our Sponsor LLC (and accordingly have an indirect interest in founder shares and private placement warrants held by our sponsor) and have indicated an interest in purchasing units in this offering, all as described in this prospectus warrants are to the public warrants and the private placement warrants; and we, us, our, company or our company are to Home Plate Acquisition Corporation, a Delaware corporation. Each unit consists of one share of our Class A common stock and one-half of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. If, upon separation of the units, a holder of warrants would be entitled to receive a fractional warrant, we will round down to the nearest whole number the number of warrants to be issued to such holder. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. General We are a blank check company newly incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. Although we may pursue targets in any industry, we intend to focus our efforts on identifying high growth, U.S. and international acquisition targets in the financial technology ( Fintech ) and Embedded Finance (as defined in this prospectus) sectors. We intend to capitalize on the ability of our sponsor team to identify and acquire and advise a business that can benefit from our founders management expertise and disciplined approach to capital allocation and investment oversight. Our Company Our sponsor team is comprised of our founders complemented by a group of industry veterans that either hold independent board of director positions or will serve as advisors to the Company, who may assist in the sourcing and evaluation of potential targets. We believe that our sponsor team s experience in driving operational improvements and organic growth as well as optimizing capital allocation will benefit us following the initial business combination and create value for stockholders. Several members of our sponsor team, including Daniel Ciporin, our Chief Executive Officer, have a track record of building growth-oriented businesses on the foundation of strategic planning, organic growth and opportunistic acquisitions coupled with strong cash flow generation. In addition, Jonathan Rosenzweig, our Chief Financial Officer has 27 years of experience related to equity securities analysis and interacting with asset managers, which we believe enable him to provide value added insight into both the success factors for publicly traded stocks and the demands of institutional investors. In order to take advantage of the depth and breadth of our sponsor team s industry experience, we intend to consult with the various sponsor team members who have specific expertise and experience with potential targets or their specific industry sectors or markets. Table of Contents Index to Financial Statements TABLE OF CONTENTS PAGE SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001863362_procaps_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001863362_procaps_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001863362_procaps_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001863428_seaport_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001863428_seaport_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..41c6ba627a6622c53ff87b8f69e64c8f3b58d002
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001863428_seaport_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: anchor investors are to the certain qualified institutional buyers and institutional accredited investors, which are not affiliated with us, our sponsors, our directors or any member of our management team, that have indicated an interest in purchasing units in this offering, as described in this prospectus; Calibre Group are to Calibre Group, LLC, a Delaware limited liability company affiliated with certain of our officers and directors; common stock are to our Class A common stock and our Class B common stock, collectively; founder shares are to shares of our Class B common stock held by our initial stockholders prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; Initial LLC are to AMFCO-420 LLC, our predecessor entity formed in 2019 prior to our conversion into a corporation; initial stockholders are to our sponsors and the other holders of our founder shares prior to this offering (or their permitted transferees); management or our management team are to our officers, directors and director nominees; private placement warrants are to the warrants our sponsors and certain of their controlled affiliates have subscribed to purchase pursuant to a private offering that will close simultaneous with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsors and certain of their controlled affiliates (or their permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or their respective permitted transferees), in each case, following the consummation of our initial business combination; Seaport Global are to Seaport Global Securities LLC, a Delaware limited liability company and the representative of the underwriters in this offering; SGAM are to Seaport Global Asset Management LLC, a Delaware limited liability company affiliated with certain of our directors and officers; sponsors are to SGAM and Calibre Group; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; and we, us, company or our company are to Seaport Calibre Materials Acquisition Corp. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture by our initial stockholders of 487,500 founder shares. TABLE OF CONTENTS Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, $0.0001 par value, and one half of one redeemable warrant (2) 14,950,000 Units $ 10.00 $ 149,500,000 $ 16,310 Shares of Class A common stock included as part of the units (3) 14,950,000 Shares (4) Redeemable warrants included as part of the units (3) 7,475,000 Warrants (4) Class A common stock underlying redeemable warrants (3) 7,475,000 Shares $ 11.50 $ 85,962,500 $ 9,379 Total $ 235,462,500 $ 25,689(5) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a). (2) Includes 1,950,000 units, consisting of 1,950,000 shares of Class A common stock and 975,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) No fee pursuant to Rule 457(g) under the Securities Act. (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS Overview We are a blank check company incorporated as a Delaware corporation by conversion of the Initial LLC in April 2021, whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to focus on businesses where we believe we can create and unlock value through our operational expertise, industry contacts, and ability to implement systems and controls. In particular, we expect, although are not required, to seek an initial business combination with a target in the steel, metals and metal processing ( SMMP ) sector given our officers and directors have significant experience in the SMMP sector. Our Sponsors and Management Team We are led by Stephen Smith (Chairman), Jim Tumulty (Chief Executive Officer) and Ed Siegel (Chief Financial Officer). Calibre Group was founded by Jim Tumulty, Ed Siegel, and Jeremy Breazzano in 2014 and focuses on lower middle market investments in companies operating in the SMMP sector. Calibre Group s founders and team members have combined decades of experience employing a detailed, operational understanding of businesses in the SMMP sector, either through direct operational expertise or direct investing, or both. Our management team has deep experience across the entire spectrum of SMMP businesses, from small single operation service centers to large integrated producers, and from distressed to highly profitable companies. Calibre Group s owners and Board of Directors have over 120 years of combined experience providing M&A, financial, strategic and labor advisory services. Stephen C. Smith, our Chairman, founded SGAM, an investment advisor registered with the United States Securities and Exchange Commission ( SEC ) and an alternative investment management firm, in August 2017. SGAM focuses on distressed, special situation and event-driven securities. Its investment objective is to achieve exceptional risk-adjusted capital appreciation through investments in various securities of companies in financial and/or legal distress or that have recently emerged from financial reorganizations or lawsuits. At the core of SGAM s strategy is deep-rooted, credit and equity-based fundamental analysis, leveraging the team s distressed, legal, bankruptcy and financial expertise. SGAM believes that distressed securities can often be purchased at discounts to intrinsic value given the complexities surrounding their restructuring. SGAM complements its liquid investment strategy with illiquid investments, where it has taken an active approach to managing such investments often through participation on credit committees, liquidating trusts and board positions. Stephen also founded The Seaport Group LLC (currently known as SGH), the parent company of SGAM, in 2001. SGH is a global investment bank that has advised clients for nearly twenty years on multi-industry distressed asset investing and capital markets advisory, sales, trading and research services. Jim Tumulty and Ed Siegel, Co-Founders and Managing Members of Calibre Group, have worked together for over 20 years and have more than 60 years of combined experience investing in the public and private markets for distressed debt and post-restructured equities, particularly in the SMMP sector, including service on private corporate boards. Mr. Tumulty and Mr. Siegel have employed the Calibre Group strategy of value creation. Their team is disciplined and highly selective in assessing its investment opportunities. Over the course of their careers, Mr. Tumulty and Mr. Siegel have developed deep and broad networks of senior-level investment, private equity, venture capital and value equity professionals, as well as business operators, entrepreneurs, corporate officers, board members, family office principals, investment bankers and institutional investors. We believe that the experience of our management team and our relationship with Calibre Group will allow us to source, identify and execute an attractive transaction for our stockholders. TABLE OF CONTENTS EXPLANATORY NOTE This Registration Statement contains a prospectus relating to the initial public offering of units of Seaport Calibre Materials Acquisition Corp. for $10.00 per unit, consisting of one share of Class A common stock and one-half of one redeemable warrant. This Registration Statement also contains a prospectus relating to offers and sales of units of Seaport Calibre Materials Acquisition Corp. in connection with certain market making transactions that may be effected by Seaport Global Securities LLC in the secondary market for 30 days following the date of such prospectus. The complete prospectus relating to the initial public offering of our units (the IPO Prospectus ) follows immediately after this Explanatory Note. Following the IPO Prospectus are certain pages of the prospectus relating solely to such market making transactions (together with the remainder of the prospectus as modified as indicated below, the Market Making Prospectus ), including an alternate front and back cover page, an alternate table of contents and alternate sections entitled Summary The Offering, Use of Proceeds and Plan of Distribution. Each of such alternate pages has been marked Alternate Page for Market Making Prospectus. The Market Making Prospectus will not include the information in the sections of the IPO Prospectus entitled Risk Factors Our sponsors paid a nominal amount for the founder shares, and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class B common stock, Risk Factors The determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating company, Risk Factors The nominal purchase price paid by our initial stockholders for the founder shares may significantly dilute the implied value of your public shares in the event we complete an initial business combination. In addition, the value of the initial stockholders founder shares will be significantly greater than the amount our initial stockholders paid to purchase such shares in the event we complete an initial business combination, even if the initial business combination causes the trading price of our shares of Class A common stock to materially decline, Use of Proceeds, Dilution, Capitalization and Underwriting (Conflicts of Interest). All other sections of the IPO Prospectus are to be used in the Market Making Prospectus. A complete version of each of the IPO Prospectus and the Market Making Prospectus will be filed with the U.S. Securities and Exchange Commission in accordance with Rule 424 under the Securities Act. TABLE OF CONTENTS Officers and Directors Our officers and directors comprise a team of industry experts, whom we believe are well-positioned to identify and evaluate stressed or distressed businesses that would benefit from their experience providing M&A, financial, strategic and labor advisory services. We believe our management team offers extensive experience in distressed and restructuring transactions as both creditors and advisors. We have also assembled a group of independent directors who will provide public company governance, executive leadership, operational oversight, private equity investment management and capital markets experience. Our board members have served as directors or officers for numerous publicly listed and privately-owned companies. Our directors have experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates as well as following the completion of our initial business combination. Stephen Smith, Chairman of the Board Stephen C. Smith, our Chairman, founded Seaport Global Asset Management LLC ( SGAM ), an SEC registered investment advisor and a wholly-owned subsidiary of Seaport Global Holdings LLC ( Seaport Holdings ), in August 2017. Mr. Smith currently serves as SGAM s Chief Executive Officer and Chairman of its Investment Committee and oversees all SGAM s investing and business activities. He is also the Chairman and Chief Executive Officer of Seaport Global Acquisition Corp., which completed its initial public offering in December 2020 and entered into a business combination agreement with Redbox in May 2021. In April 2001, Mr. Smith co-founded The Seaport Group LLC (currently known as SGH), which is a full-service, mid-sized independent investment bank that offers capital markets advisory, sales, trading and research services. Prior to that, from December 1999 to March 2001, Mr. Smith was a Managing Director at Amroc Securities, LLC, a financial service firm, where he focused on distressed sales and trading. In June 1991, he co-founded a distressed debt broker-dealer, Libra Investments, Inc., which was acquired by U.S. Bancorp in January 1999. Mr. Smith began his career at Merrill Lynch in 1982 and from 1984 to 1988 he ran the taxable fixed income trading desk for its unit trust department. In addition, Mr. Smith worked as a salesperson at S.N. Phelps & Co., a financial management firm, from 1988 to 1989 and Jefferies & Company, a financial services company, from 1989 to 1991. Jim Tumulty, Chief Executive Officer Jim Tumulty has over 35 years experience in the financial sector and has worked across a broad range of services including restructuring, capital markets, corporate finance, and M&A. Prior to founding Calibre Group in 2014, Mr. Tumulty spent the previous two years, approximately, at The Seaport Group (the predecessor to Seaport Holdings) and approximately eight years previously at Raymond James & Associates, where he led a team of professionals focused on investment banking services for the steel, paper and manufacturing industries. Mr. Tumulty has served as CEO of Morgan Joseph s Broker/Dealer and ran the High Yield, Distressed Debt, and Difficult Financing groups. He also started and ran the steel industry banking practice at Morgan Joseph. Mr. Tumulty was a director and shareholder at Libra and ran the High Yield Trading Desk and Distressed Debt effort at Libra Securities. Mr. Tumulty played key roles in the Distressed and Restructuring groups at Paine Webber, Scotia Capital and Nat West Bank. Mr. Tumulty began his career in the International Fixed Income Department at Drexel Burnham Lambert. Mr. Tumulty is Chairman of the Board of Directors of Miami Valley Steel Services, and is a significant shareholder. Mr. Tumulty was a founding shareholder of New Star Metals (now Material Sciences Corporation), a rapidly growing steel processing concern. He served as an advisor on the Material Sciences Corporation management-led buyout, and served on its board from 2017 until its sale in 2019. Mr. Tumulty serves on the Board of Directors of Specialty Steel Holdings (formally known as Optima Specialty Steel), and formerly served on the Board of Directors of Hunters Specialties Products, a leading outdoor apparel, equipment and accessory company from 2014 to 2017, as well as formerly serving on the Board of Directors of Esmark from 2004 to 2008. Mr. Tumulty received his B.A. from Temple University in 1987 and his J.D. from New York Law School in 1995. Mr. Tumulty is the brother of Shawn Tumulty. Ed Siegel, Chief Financial Officer Ed Siegel has over 29 years of experience in investment banking and financial analysis. Prior to founding Calibre Group in 2014 he spent the prior twelve years as an executive in Steel and Industrial TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, OCTOBER 19, 2021 $130,000,000 Seaport Calibre Materials Acquisition Corp. 13,000,000 Units Seaport Calibre Materials Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. The warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 1,950,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described herein. If we do not complete our initial business combination within 15 months (or up to 18 months if the period of time to consummate a business combination is extended, as described in more detail in this prospectus) from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as further described herein. Our sponsors, Seaport Global Asset Management, LLC ( SGAM ) and Calibre Group, LLC ( Calibre Group ), together with certain of their controlled affiliates, have committed to subscribe to purchase an aggregate of 4,700,000 warrants (or 5,090,000 warrants if the underwriters over-allotment option to purchase additional units is exercised in full) at a price of $1.50 per warrant ($7,050,000 in the aggregate, or $7,635,000 if the over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each private placement warrant entitles the holder thereof to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as described in this prospectus. Our initial stockholders own an aggregate of 3,737,500 shares of our Class B common stock (up to 487,500 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock at the time of our initial business combination. Additionally, certain qualified institutional buyers or institutional accredited investors who are unaffiliated with us, our sponsors, our directors or any member of our management team, which we refer to throughout this prospectus as our anchor investors, have each expressed an interest to purchase up to 9.9% of the units sold in this offering at the public offering price of the units offered hereby, for a total of 90% of the units sold in this offering, and we have agreed to direct the underwriters to sell to the anchor investors such amount of units. However, because expressions of interest are not binding agreements or commitments to purchase, they may determine to purchase more, fewer or no units in this offering or the underwriters may determine to sell more, fewer or no units to the anchor investors. If these investors purchase the full 90% of the units they have expressed an interest in purchasing, the anchor investors would own approximately 69.6% of the outstanding shares following this offering (assuming no exercise of the over-allotment option). Prior to this offering, there has been no public market for our units, Class A common stock or warrants. We have applied to list our units on The Nasdaq Global Market ( Nasdaq ), under the symbol SCMAU . We expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Seaport Global Securities LLC ( Seaport Global ), the representative of the underwriters, which we refer to in this prospectus as Seaport Global, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols SCMA and SCMAW respectively. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 42 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 130,000,000 Underwriting discounts and commissions(1) $ 0.15 $ 1,950,000 Proceeds, before expenses, to Seaport Calibre Materials Acquisition Corp. $ 9.85 $ 128,050,000 (1) Does not include certain fees and expenses payable to the underwriters in connection with this offering. See the section of this prospectus entitled Underwriting (Conflicts of Interest) for a description of underwriting compensation payable to the underwriters. Seaport Global Securities LLC, an underwriter of this offering and a member of the Financial Industry Regulatory Authority, or FINRA, has several relationships with the Company, including: Stephen Smith is our Chairman of the Board and the Chief Executive Officer and Chairman of SGAM, an affiliate of Seaport Global Securities LLC. Therefore, Seaport Global Securities LLC has a conflict of interest within the meaning of Rule 5121 of the Conduct Rules of FINRA. Accordingly, this offering will be made in compliance with the applicable provisions of FINRA Rule 5121, which requires that a qualified independent underwriter, as defined by the FINRA rules, participate in the preparation of the registration statement and exercise the usual standards of due diligence with respect to the registration statement that an underwriter would exercise on its own behalf. Chardan Capital Markets, LLC ( Chardan ) is acting as the qualified independent underwriter. Chardan will receive $100,000 of the underwriting discount for acting as the qualified independent underwriter and will not be reimbursed any expenses incurred as a qualified independent underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $131,950,000 or $151,742,500 if the underwriters over-allotment option is exercised in full ($10.15 per unit in either case) will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, and $2,500,000 will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager Seaport Global Securities , 2021 TABLE OF CONTENTS Banking groups at the Seaport Group and Raymond James & Associates. He also was Manager of High Yield and Corporate Fixed Income desk analysts following three and one-half years as manager of High Yield Research at TD Securities New York office where he led TD s Industrial Research efforts. Prior to TD, Mr. Siegel was a High Yield Research Analyst at Lehman Brothers for two and one-half years. Mr. Siegel followed the Paper & Forest Products Industry, the Packaging Industry and the Steel Industry for Lehman Brothers High Yield Fixed Income group. Mr. Siegel s prior experience includes similar roles at Scotia Capital Markets and Lehman Brothers. Mr. Siegel s areas of expertise include Paper & Forest Products companies, Packaging companies, Steel companies, Cable Television companies, Automotive parts companies and General Industrial companies. Mr. Siegel was appointed to the Board of Directors at Miami Valley Steel Services in 2014. Mr. Siegel achieved an Institutional Investor ranking for his work in the Paper & Forest Products Industry in 1997 and still remains highly regarded by institutional investors. Mr. Siegel has an undergraduate degree from Tufts University (1982) and earned his CFA designation in 1991. Shawn Tumulty, Chief Investment Officer Shawn Tumulty brings a unique skill set developed over his 31 year career as a restructuring professional, portfolio manager, and investor spanning the high yield, distressed debt, merger arbitrage, value equity, and private equity asset classes. During his 20 years at Franklin Mutual Advisers, LLC, in his roles as analyst, portfolio manager, head of distressed debt investing, and Vice President of the adviser, he negotiated many of the largest and most complex bankruptcy and out-of-court restructurings as a lead investor or creditor committee member, and often as a member of the steering committee. These restructurings include Finova, Comdisco, Pacific Gas & Electric, Adelphia Communications, CIT, Trump, Caesars, iHeart (also known as Clear Channel Communications), Cumulus, Frontier Communications, and Windstream. While his restructuring experience is broad-based and spans numerous industries, Mr. Tumulty s private equity investments are more focused on the steel and industrial sectors where he worked on names including International Steel Group, a groundbreaking steel industry roll-up initiated through a series of Bankruptcy Code Section 363 asset sales that required significant operational restructuring before eventually being sold to Mittal, and Esmark, a roll-up of the several steel service center businesses that eventually merged with Wheeling Pittsburgh and sold to Severstal. Prior to joining Franklin Mutual Advisors in 2000, Mr. Tumulty was a member of the distressed debt investment sleeve at Hamilton Partners, Ltd, a Bermuda-based hedge fund, from 1998 to 1999. From 1992 to 1998, Mr. Tumulty was an analyst, investor, and ultimately the leader of Proprietary Investment Group at Bankers Trust Company, deploying bank capital in the value equity, merger arbitrage, and distressed debt asset classes seeking asymmetric risk-adjusted returns. Mr. Tumulty began his career in 1989 as a desk analyst in the high yield department at Kidder Peabody & Company. Mr. Tumulty s previous board experience includes Esmark and Motor Coach Industries. Mr. Tumulty received his B.A. in Economics from Wagner College in 1989. Mr. Tumulty is the brother of Jim Tumulty. Patrick Murley, Director Nominee Patrick Murley is a Partner of Sky Island Capital. Mr. Murley is responsible for overseeing the operations of all of Sky Island s portfolio companies and sits on the firm s Investment Committee. Mr. Murley is also the Chairman and Chief Executive Officer of Material Sciences Corporation. He has been the CEO of Material Sciences and its predecessor companies since it was acquired by Severstal in September 2008. Prior to leading Material Sciences, Mr. Murley was Severstal s Vice President of Strategy and Business Development. He also spent twenty years at Worthington Industries in various capacities, serving as Vice President of Steel Operations for his last six years with the company. Mr. Murley currently serves on the boards of Material Sciences, Special Steel Works Inc., and Miami Valley Steel Service Inc. He was previously a board member of Atlas Paper Mills until it was successfully sold to a strategic acquirer. Mr. Murley has worked with several private equity companies including Aurora Capital, Insight Equity, and Peak Rock Capital. Mr. Murley earned his MBA with distinction from the Ross School of Business at the University of Michigan. He also graduated cum laude with a BS in Metallurgical Engineering from Ohio State University. Robert McMaster, Director Nominee Robert McMaster is the Chairman of Sally Beauty Holdings, Inc. (NYSE: SBH), a retail and distribution company with nearly 5,000 locations focused on professional hair, nail and cosmetic products. He retired in TABLE OF CONTENTS October 2020 after 14 years as a director of Carpenter Technology Corporation, a manufacturer of specialty metal alloys and provider of additive manufacturing solutions in the SMMP sector. He previously served as Senior Financial Advisor to the CEO of Worthington Industries, Inc. from October 2008 to May 2013. He also was a director of American Eagle Outfitters, Inc. from May 2003 to June 2006 and Dominion Homes, Inc. from May 2006 to May 2008. He spent 27 years, from 1970 to 1997, with KPMG LLP, including holding positions as the Ohio Area Managing Partner and a member of the firm s Management Committee. He also served as CEO of Westward Communications, LLC and Westward Communications, LP, as well as its successor companies ASP Westward, LLC and SP Westward, LP, from 1997 to 2005. Lee Muller, Director Nominee Lee Muller has served in various executive and advisory capacities since October 2020 at CWP Global and its affiliates, an international renewable energy developer and global pioneer in the development of ultra large green hydrogen hubs. Between June 2020 and June 2021, Mr. Muller was an advisor to Morgan Stanley Infrastructure Partners in connection with investments in the water sector. Mr. Muller served as Senior Vice President and Chief Financial Officer of AquaVenture Holdings Limited (NYSE: WAAS) between October 2014 and April 2020, prior to its acquisition by Culligan. He was also the Senior Vice President and Chief Financial Officer of AquaVenture Holdings Seven Seas Water business from December 2013 through April 2020. From October 2005 to December 2012, Mr. Muller served in various executive capacities, including Executive Vice President and Chief Financial Officer, at ContourGlobal plc, a developer, owner and operator of electric power businesses. Mr. Muller was also an investment banker with Goldman Sachs & Co. LLC for over 10 years where he specialized in international project finance. Mr. Muller holds a B.S. in Accounting and Finance from Boston University and an M.B.A. from the University of Chicago. Business Strategy Our business strategy is to identify and complete our initial business combination with companies operating in the metals and resources sector, particularly in steel, aluminum, and metals industries more broadly. We intend to identify and partner with a business that can benefit from the investment and operational expertise of our team to deliver value to our stockholders. We believe the steel industry is undergoing a global transformation as the traditional supply chain and demand structures that have guided the industry for decades are being recalibrated as a result of industry consolidation, tariffs and quotas on domestic imports, and recent shock to the macroeconomy from the impact of COVID-19. We believe that our team s experience in building and executing strategies that combine capabilities and unique expertise in the steel vertical differentiate our ability to source a successful partner. We intend to concentrate our efforts on identifying companies that align with the following themes: Provide a value-add service within the steel value chain. Well positioned to rapidly scale existing operations. Would benefit from growth capital injection. Strong existing management and processes. We will seek to capitalize on the significant experience, relationships and contacts of our officers and directors, as well as Calibre and Seaport to complete our initial business combination. We believe that our team s distinguished and long-term track record of sourcing, acquiring, operating, and monetizing assets within the steel vertical will provide us with differentiated insights and sourcing opportunities. The SMMP Market The onset of COVID-19 and its expansive impact on global demand has led to outsized pricing volatility, as well as supply side rationalization, in key input markets in the past twelve months. During much of 2020, many steel mills and other manufacturing facilities shut down or significantly scaled back production due to the slowdown in the global economy, despite being considered an essential industry. The TABLE OF CONTENTS supply chain shock accelerated industry-wide consolidation and rationalization that had been in the making for several years. Producers are making acquisitions adding to downstream processing to help manage supply. The post-COVID economic recovery, particularly in the United States, exacerbated the supply-demand mismatch in both flat roll steel and value-added and processed steel products. In August 2021, flat rolled steel prices reached a record high following new price records set in each of the prior eight months. We believe the outlook for steel demand is positive. Steel processors and distributors have struggled to replenish inventory pushing mill delivery lead times to over 10 weeks. Auto companies have struggled to replenish dealer inventories as semi-conductor chip shortages limit production. Federal government also could spur demand for green energy alternatives such as wind, solar and electric vehicles. In addition, the vertical supply chain in steel and related products remains highly fragmented, with many operators in the sector being generational family owners that have few realistic options for liquidity. We believe a public currency combined with expansion capital is an attractive and unique monetization opportunity for these businesses. The onset of COVID-19 has created an unprecedented impact on the global economy. Certain industries may experience strain and have the ability to recover; however, others may experience structural changes that will force companies to rethink how they conduct business. Nearly every industry is adjusting its operating and financial paradigm to manage day-to-day business operations more effectively and safely in the current environment. Many SMMP company workforces are represented by organized labor. In the past labor has been influential in industry consolidation and provided changes to lower costs and improve operations. Our management team has extensive experience working with organized labor to facilitate acquisitions and improve cost structure. Our Business Combination Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe will be important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these guidelines. We intend to seek to identify and acquire high-quality companies in the SMMP sectors that possess the following characteristics: Free-cash-flow-generative. We intend to seek companies with a proven track record of growth and profitability and visibility into sustainable growth in cash flows over the long term. Operating leverage. We intend to seek businesses that can benefit from economies of scale through expansion, consolidation, and operational improvement. Unique product or service offering. Within the metals value chain, we intend to seek companies that have a value-add service or product. Platform for inorganic growth. We intend to seek companies that can serve as a platform for future synergistic acquisitions. Well-positioned in evolving market landscape. We intend to seek companies that are well-positioned to benefit from the rapidly evolving macroeconomic transformation, unlocking new growth opportunities. Attractive valuation. We intend to seek companies at an attractive valuation relative to their long-term intrinsic value and relative to their public market comparables. Benefit from public currency. We intend to seek companies that demonstrate public market readiness and will use access to public equity markets to pursue accretive acquisitions, high-return capital projects, strengthen the balance sheet, and recruit and retain key employees. Exceptional management and governance. We intend to seek companies that have trustworthy, talented, experienced, and highly competent management teams. These companies may be led by entrepreneurs who are looking for a partner with our expertise to execute on the next stage of their TABLE OF CONTENTS growth. For target companies that require new management, we will leverage our team s experience in identifying and recruiting top talent. The past performance of the members of our management team, our sponsors or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or achieve success with respect to any business combination we may consummate. You should not rely on the historical record of the performance of our management team or our sponsors or any of their affiliates or managed funds performance as indicative of our future performance. Initial Business Combination We will have until 15 months from the closing of this offering to consummate an initial business combination, with an automatic three-month extension if we have signed a definitive agreement with respect to an initial business combination within such 15-month period. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may extend the period of time to consummate a business combination up to three months (for a total of up to 18 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. In connection with such an extension, public shareholders will not be offered the opportunity to vote on or redeem their shares. Pursuant to the terms of our amended and restated certificate of incorporation, and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our sponsors or their affiliates or designees, upon ten days advance notice prior to the applicable deadline, must deposit into the trust account $1,300,000, or up to $1,495,000 if the underwriter s over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline. Any such payments would be made in exchange for additional private placement warrants to be issued by us to our sponsors or their affiliates or designees, as applicable, at a price of $1.50 per warrant (for a total of 866,667 additional private placement warrants (or 996,667 if the over-allotment option is exercised in full) if payments are made for such extension), which warrants will be identical to the private placement warrants. We will only be able to extend the period of time to consummate a business combination by up to an additional three months. We will issue a press release announcing the extension at least three days prior to the applicable deadline. In addition, we will issue a press release the day after the applicable deadline, announcing whether the funds have been timely deposited. Our sponsors and their affiliates or designees are obligated to fund the trust account in order to extend the time for us to complete our initial business combination, but our sponsors will not be obligated to extend such time. Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of fair market value test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of fair market value test, as well as the basis for our determinations. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. TABLE OF CONTENTS We may, at our option, pursue a business combination opportunity jointly with one or more entities affiliated with Calibre Group or SGAM and/or one or more investors in funds or separate accounts managed by Calibre Group or SGAM, which we refer to as an Affiliated Joint Acquisition. Any such parties would co-invest only if (i) permitted by applicable regulatory and other legal limitations; (ii) we and Calibre Group or SGAM considered a transaction to be mutually beneficial to us as well as the affiliated entity; and (iii) other business reasons exist to do so, such as the strategic merits of including such co-investors, the need for additional capital beyond the amount held in our trust account to fund the initial business combination and/or the desire to obtain committed capital for closing the initial business combination. An Affiliated Joint Acquisition may be effected through a co-investment with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the initial business combination by issuing to such parties a class of equity or equity-linked securities. We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a specified future issuance throughout this prospectus. The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. This is not an offer for any specified future issuance. Pursuant to the anti-dilution provisions of our Class B common stock, any such specified future issuance would result in an adjustment to the conversion ratio such that our initial stockholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all shares of common stock outstanding upon completion of this offering plus all shares issued in the specified future issuance, unless the holders of a majority of the then-outstanding shares of Class B common stock agreed to waive such adjustment with respect to the specified future issuance at the time thereof. We cannot determine at this time whether a majority of the holders of our Class B common stock at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part of the agreement for our initial business combination; (ii) negotiation with Class A stockholders on structuring an initial business combination; (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class B common stock; or (iv) as part of the Affiliated Joint Acquisition. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B common stock, but would reduce the percentage ownership of holders of our Class A common stock. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our common stock. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business for the post-acquisition company to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target or assets sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for the purposes of a tender offer or for seeking stockholder approval, as applicable. TABLE OF CONTENTS The net proceeds of this offering and the sale of the private placement warrants released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. In addition, we may be required to obtain additional financing in connection with the closing of our initial business combination to be used following the closing for general corporate purposes as described above. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities, including any specified future issuance, or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our initial stockholders, officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. Our amended and restated certificate of incorporation will provide that, following this offering and prior to the consummation of our initial business combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 21 months from the closing of this offering or (y) amend the foregoing provisions, unless (in connection with any such amendment to our amended and restated certificate of incorporation) we offer our public stockholders the opportunity to redeem their public shares. Our Business Combination Process In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We will also utilize the expertise of our management team and other employees of Calibre Group and SGAM in analyzing potential target companies and evaluating operating projections, financial projections and determining the appropriate return expectations given the risk profile of the target business. We are not prohibited from pursuing an initial business combination with a company that is affiliated with Calibre Group or SGAM, investment funds or separate accounts advised by our sponsors, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Calibre Group or SGAM, investment funds or separate accounts advised by Calibre Group or SGAM or our officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Mr. Tumulty, Mr. Smith, SGAM, and Calibre Group will be the beneficial owners of founder shares and/or private placement warrants following this offering. Because of this ownership, Calibre Group, SGAM, and our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination, particularly because funds managed by Calibre Group or SGAM invest in distressed and post-restructured companies as part of their investment programs. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any TABLE OF CONTENTS such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. Calibre Group and SGAM are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for an initial business combination; we have not, however, selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Calibre Group, SGAM and each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of Calibre Group, SGAM and our officers or directors will not materially affect our ability to complete our initial business combination. We may, at our option, pursue an Affiliated Joint Acquisition opportunity with an entity to which Calibre Group, SGAM, or an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the initial business combination by making a specified future issuance to any such entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. While our sponsors will not have any duty to offer acquisition opportunities to us, they may become aware of a potential transaction that is an attractive opportunity for us, which they may decide to share with us. Conflicts may arise from their affiliation with our company, their provision of services both to us and to third-party clients, as well as from actions undertaken by them for their own account. In performing services for other clients and also when acting for their own account, they may take commercial steps which may have an adverse effect on us. Any of our sponsors other activities may, individually or in the aggregate, have an adverse effect on us, and the interests of our sponsors or their clients or counterparties may at times be averse to ours. Please see Proposed Business Certain Potential Conflicts of Interest Relating to our Sponsors for additional information regarding certain potential conflicts of interest relating to our sponsors. We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors, or of our sponsors, or policies applicable to our sponsors, will materially affect our ability to complete our initial business combination. Corporate Information Our executive offices are located at 360 Madison Avenue, 20th Floor, New York, NY 10017 and our telephone number is 212-616-7700. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. TABLE OF CONTENTS In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates equals or exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equaled or exceeded $250 million as of the prior June 30th, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our common stock held by non-affiliates equaled or exceeded $700 million as of the prior June 30th. TABLE OF CONTENTS THE OFFERING
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001863460_php_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001863460_php_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..62b1f234ab7cd8c3c7670751656ec6009a31eafb
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001863460_php_prospectus_summary.txt
@@ -0,0 +1 @@
+summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: "common stock" are to our Class A common stock and our Class B common stock, collectively; "certificate of incorporation" are to our amended and restated certificate incorporation; "founder shares" are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issuable upon the conversion thereof as provided herein; "initial stockholders" are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); "management" or our "management team" are to our officers and directors; "placement units" are to the units being purchased by our sponsor, with each placement unit consisting of one placement share, one-half of one placement warrant and one placement right; "placement shares" are to the shares of our Class A common stock included within the placement units being purchased by our sponsor in the private placement; "placement rights" are to the rights included within the placement units being purchased by our sponsor in the private placement; "placement warrants" are to the warrants included within the placement units being purchased by our sponsor in the private placement; "private placement" are to the private placement of 270,900 placement units (up to 293,400 placement units if the over-allotment option is exercised in full) at a price of $10.00 per unit, for an aggregate purchase price of $2,709,000 (up to $2,934,000 if the over-allotment option is exercised in full), which will occur simultaneously with the completion of this offering; "public shares" are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public stockholders" are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a "public stockholder" shall only exist with respect to such public shares; "public rights" are to the rights sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public warrants" are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in this offering or thereafter in the open market) and to any placement warrants sold as part of the placement units or warrants issued upon conversion of working capital loans in each case that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees) following the consummation of our initial business combination; "representative" are to EF Hutton, division of Benchmark Investments, LLC who is the representative of the underwriters in this offering; "rights" are to our rights, which include the public rights as well as the placement rights to the extent they are no longer held by the initial purchasers of the placement rights or their permitted transferees; "SEC" are to the U.S. Securities and Exchange Commission; "sponsor" are to Global Link Investment LLC, a Delaware limited liability company; "underwriters" are to the underwriters of this offering, for which the representative is acting as representative; "warrants" are to our redeemable warrants, which includes the public warrants as well as the placement warrants and any warrants issued upon conversion of working capital loans to the extent they are no longer held by the initial holders or their permitted transferees; and "we," "us," "company" or "our company" are to PHP Ventures Acquisition Corp. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. 1 General We are a newly-organized blank check company incorporated in April 2021 as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue a business combination target in any business or industry, we intend to focus on consumer-facing companies with a significant Africa presence or a compelling Africa potential, which complements the expertise of our management team. We will seek enterprises at the forefront of evolving preferences, tastes, experiences, and values that have the potential to offer a differentiated proposition that creates more meaning and connectivity to the modern consumer. Segments we might explore include, but are not limited to, consumer products, retail, services, experiences, and related sectors, with emphasis on one or more of the following attributes: Brand leadership and high awareness in its respective categories Highly engaged base of loyalists and communities Clear and consistent value proposition Sustainability-minded and socially conscious Digitally enabled; and Agile supply chain. Our Management Team Our management team is led by Marcus Choo Yeow Ngoh, our Chief Executive Officer, Garry Richard Stein, our Chief Finance Officer, and Vanitha Mani Thevaratnam, our Chief Strategy Officer. Marcus Choo Yeow Ngoh Marcus Choo Yeow Ngoh has over 15 years of experience in the business and entrepreneurship world building great consumer products and companies. He has a global view of the economy which allows him to understand trends in monetary policy, inflation, liquidity and economic leading indicators. Mr. Ngoh has also applied his leadership and analytical skills in a variety of leadership positions across diverse industry groups, including start-ups and turnarounds. His accomplished portfolio includes many businesses, brands and new markets he has cultivated in the Middle East, and for the past 13 years in Africa. He has opened companies in Hong Kong, Saudi Arabia, United Arab Emirates, Oman, Qatar, Ghana, Nigeria, Togo, Benin, Burkina Faso, Cote D Ivoire and others. This includes implementation of 100% foreign ownership companies in countries where the law is stringiest in non-local investment for the Middle East. Mr. Ngoh has experience dealing directly with relevant authorities, governments, and bureaucracies to ensure compliance with relevant laws, regulations, and standards. He has worked with numerous governments during the course of his career as an entrepreneur. He is familiar with many aspects of opening a foreign business in a new country, including obtaining government approvals for investment, work permits and other visa issues and obtaining regulatory approval for the sale of products. Mr. Ngoh has introduced numerous products across his career into multiple jurisdictions, growing their sales by focusing on the needs of each individual market rather than taking a top down approach that ignores the unique nature of the consumer in each market. Garry Richard Stein Garry Richard Stein is a seasoned executive with strong management, analytical and strategic skills and a track record of success and innovation. Mr. Stein has over fifty years of experience in executive roles in banking, investment management, mergers & acquisitions, private equity, natural resources, technology and strategic planning. He has been actively involved for many years in the international commodity, mining and finance communities and has been successful in raising and investing substantial funds for various investment projects across a wide range of industries, particularly in natural resources. He has served as an advisor, senior executive and in board roles for a number of public and private companies in North America, Hong Kong, China and throughout South East Asia. Mr. Stein was responsible for developing the technology design for a global trade settlement platform and was instrumental in the strategic planning, design concepts and implementation of a modern distributed ledger and related technologies to issues in global trade. In the past Mr. Stein was involved as a financial and strategic advisor to two major international retail fashion chains, to a major Canadian fast food chain group and to a developing supplier of fast-food kiosks to Wal-Mart. He has also served as a senior executive in a number of public and private companies, including in the capacity as Chief Financial Officer. Mr. Stein has also successfully managed portfolios as President of a top-performing resource based mutual fund, as head of investments for a Canadian bank with first quartile performance on a US$1 billion plus portfolio, as head of asset/liability management for a major Canadian bank, as manager of a large high-income bond fund and in several other advisory and investment management roles. Mr. Stein has numerous publications in both technical and financial journals and has served on numerous charitable and community boards. Vanitha Mani Thevaratnam Vanitha Mani Thevaratnam joined the Company as Chief Strategy Officer and has over twenty years of applicable experience. Ms. Thevaratnam started her early career within the hospitality industry at a leading five-star hotel in Kuala Lumpur where she oversaw a diversified range of local government and ministerial clients to large corporate clients such as Petronas, Bombardier, BP Malaysia, International School of Kuala Lumpur (ISKL) and University of New South Wales. Subsequently, she switched career paths into integrated marketing communications and events management. Since then, she has held strategic roles at international consulting firms Weber Shandwick, Burson Cohn & Wolfe and Dentsu, Aegis Network Malaysia, managing clients such as Shell Global Solutions Malaysia, The Pavilion KL, Tiffany & Co. Malaysia, Omega Watches, Merck & Co., Cambert Pharmaceuticals, UEM Sunrise Property, Panasonic Malaysia, Damen Mall, Samsung Malaysia Electronics, Sabah Forestry Department and Global Timber Forum. She was also instrumental in the successful campaigns to launch foreign brands in Malaysia such as Innisfree Korea, Spotlight Australia and Facebook. In her capacity as Account Director with Arcis Communications, Ms. Thevaratnam was responsible for growing the agency s new business portfolios as well as leading the corporate and consumer teams for multiple brands such as (English) Premier League, Philips, Fitbit, Netflix, Danone, Aruba, Adyen and MyGroser. She has managed marketing and communications campaigns for Facebook, The Exchange 106, Poh Kong Jewellers Malaysia, Grab Malaysia (during its rebranding to SuperApp), Webe Malaysia (a Telekom Malaysia company) and Sunway Medical Centre. Today, in her capacity as Chief Strategy Officer with the Company, Ms. Thevaratnam is responsible for developing and sustaining our corporate strategy through identifying suitable business combination targets with Mr. Ngoh that have potential for growth through more careful brand management. 2 Proposed Directors We have also assembled a group of independent directors who will provide public company governance, executive leadership, operational oversight, private equity investment management and capital markets experience. Our board members have extensive experience in business development and strategic leadership. We believe our directors experience will significantly benefit us as we evaluate potential acquisition or merger candidates as well as following the completion of our initial business combination. Antony Gordon Antony Gordon has more than twenty-five years of experience in business development and strategic leadership. He is known for his prowess in client relations, business development, branding, marketing, wealth management, public speaking, certified success coaching seminars, strategic consulting, executive leadership, and non-profit innovation services. Mr. Gordon is an alumnus of Harvard Law School and Harvard Business School, and a member of Forbes Business Performance Council. Mr. Gordon has a proven track record of leading diverse teams and exceeding performance targets while fostering a positive culture in fast-paced work environments and cultivating sustainable relationships with executive stakeholders and driving organizational growth. Mr. Gordon was instrumental in directing business development for an entrepreneurial professional services firm with a portfolio of more than 250 clients. He has experience in spearheading investor relations for a global macro hedge fund. His expertise speaks volumes of his capabilities which also includes relationship building, portfolio management, and strategic planning. Additionally, Mr. Gordon holds a special advisory role to Mr. Abby Kigozi, of the Diaspora Affairs, Uganda. Donald Nnamdi Anih, Esq. Originally from Nigeria, Donald Nnamdi Anih, Esq. is an experienced leader and executive with over twenty years of experience successfully driving operational improvements with strategic initiatives that ensure growth and streamline processes. He is result-driven with proven skills in risk assessment, strategic, planning and solution management. He has demonstrated success at implementing process improvements in line with the Company s growth objectives. Mr. Anih is a tech-savvy administrative specialist that employs in-depth knowledge of business administration and the law. In Nigeria, Mr. Anih is an attorney, specializing in commercial/property law with an exemplary record of successfully litigated cases. He has also demonstrated expertise in oral argument, case research, and legal counselling and successful arbitrations and negotiations. Khye Wang Phoon Khye Wang Phoon comes with thirty-eight years of experience in the fine chemicals/ functional nutrition ingredients supply industry. Mr. Phoon has represented some of the top brands and leading companies in the world, including BASF, AstReal Astaxanthin, Kyowa Hakko Amino Acids, Nattopharma Vitamin K2, TSI Ca-HMB, Mitsubishi Maltitol and Ribotide in his role of owner and founder of Elite Organic. Mr. Phoon has vast experience in innovating new and functional nutraceutical dosages that have helped advance the health supplement market in Malaysia. Mr. Phoon was instrumental in the pioneering of soft gel manufacturing in Malaysia. Mr. Phoon s contribution towards the successful launch of Pronova Pharmaceutical s Omega 3 Fish Oil High Concentrate supplement helped make Malaysia the largest pharmaceutical fish oil producing country in the Association of Southeast Asian Nations (ASEAN). Mr. Phoon has been instrumental in building businesses and managing a diverse portfolio that allows him to audit business processes in order to ensure the continuing success of a company s growth and track record. We believe our management team is well positioned to take advantage of the growing set of acquisition opportunities focused on consumer products and services and that our contacts and relationships, ranging from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive transaction for our stockholders. We have engaged the services of ARC Group Limited (which we refer to as our financial advisor) to provide financial advisory services to us in connection with this offering. We will pay our financial advisor $10,000 per month for up to 18 months for office space, utilities and secretarial and administrative support. The past performance of the members of our management team, our financial advisor or their respective affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record of the performance of our management team or any of its affiliates performance as indicative of our future performance. Our Sponsor Our Sponsor, Global Link Investment LLC was formed on April 13, 2021. Mr. Ngoh is the manager and member and Mr. Stein is a member of Global Link Investment LLC. Business Strategy We believe that the consumer products and services sectors represent attractive target markets with promising business potential, along with a large number of potential acquisition opportunities. According to McKinsey & Company, spending by consumers and businesses in Africa will reach $5.6 trillion by 2025, up from $4 trillion in 2015. Africa s fast-growing population and markets present important opportunities for business in an environment of relative slower global growth. At the same time, greater innovation and investment from business is essential to meet Africa s unfulfilled demand for goods and services, close the gaps in its infrastructure, create jobs and decrease poverty. To be clear, our focus is not to fund any particular business in Africa. Instead, the company is interested in businesses that meet the following criteria: History of organic growth and attractive margins with opportunities to further enhance revenue growth and profitability through innovation, marketing investments (including digital) and productivity improvements; Recession and pandemic resistant, through essential everyday use products and services that offer a compelling price/value proposition; Beneficiary of increased outsourcing of critical, value-added services within the consumer sector; Extendable platforms via adjacent category launches and M Omnichannel presence and/or opportunities; Strong, visionary management teams; and Orphan segments or brands deemed non-core or off-strategy by their corporate owners that could benefit greatly from increased focus and investment. Increasing internet access in Africa is also leading to a rapid emergence of e-commerce sites eager to tap into Africa s growing online consumerism. Ghana, Nigeria, Kenya, and South Africa are currently at the forefront of this growth evolution. With the surge of internet penetration on the continent, many Africans are easing into the habit of shopping online. According to a McKinsey s Lions Go Digital report, online shopping could account for up to 10% of retails sales (with a value of around US $75 billion) by 2025, as more Africans gain access to the internet. 3 Investment Thesis We believe our management team s extensive background, careers, reputations, and relationships in growing successful businesses globally, including Africa, give us extraordinary insights and access to these potential companies directly. This also allows us to leverage our team s skill sets that will not only help identify our initial business combination but may potentially serve as a strong platform for any current and future add-on acquisitions. Although Africa s successful firms differ widely in their geographic and sector focus, what they have in common is the imagination to see unmet needs as opportunities for entrepreneurship, and the long-term commitment required to build businesses of meaningful scale. Indeed, the fastest growing and most profitable businesses in Africa typically see challenges as a spur for innovation. Our investment thesis is supported by what we believe are the following trends in our target sectors: Business opportunities in Africa According to Megatrends by HP, Africa has long been known for its resource abundance in both agriculture and minerals. New innovations and investments are promising to translate these resources into shared wealth and sustained economic development. Despite years of hardship, war, and other calamities, including poverty, Africa is looking to become a powerhouse. According to 2019 World Bank report, poverty in Africa (defined as income of less than $1.90 per day) declined from 54% in 1990 to just over 41% – affecting around 400 million people – in 2015. If the economy continues to grow at today s rate through 2030, the continent s poverty rate will decline to 23%. If Africa sustains and accelerates structural reforms, the continent can emulate China s rapid rise of the last 50 years. A population that is fast growing and urbanizing According to Megatrends by HP, Africa s current population of around 1.2 billion people is projected to reach 1.7 billion by 2030. More than 80 percent of Africa s population growth over the next few decades will occur in cities, making it the fastest-urbanizing region in the world. At the same time, incomes are rising across much of the continent, generating new business opportunities in the consumer market. In total, we expect annual spending by African consumers and businesses to reach $6.66 trillion by 2030. These trends are spurring growing markets in a range of sectors where Africans have unmet needs, including food, beverages, pharmaceuticals, financial services, healthcare, and education. Africa is pushing to close its infrastructure gap According to Megatrends by HP, poor infrastructure is one of the key impediments to investment and growth in Africa. For example, nearly 600 million Africans lack access to the electricity grid. But while Africa s infrastructure still lags behind that of other developing regions, significant progress has been made. Africa s annual investment in infrastructure has doubled to around $80 billion a year since the beginning of this century. That represents a big opportunity for investors and entrepreneurs with the imagination to help solve Africa s infrastructure challenges. The potential of increasing digital and mobile access According to Megatrends by HP, sub-Saharan Africa saw the world s fastest rate of new broadband connections between 2008 and 2015, and mobile data traffic across Africa is expected to increase sevenfold between 2017 and 2022. Africa has more than 120 million active mobile money accounts, over 50 percent of the global total; this has leapfrogged many people over traditional banking products. This trend will allow companies to improve productivity, speed up transactions, and access wider markets, and could add $300 billion to the continent s GDP by 2025. 4 While researching the trends, we continually saw that Africa exemplifies each of the megatrends: rapid urbanization, changing demographics, hyper globalization, and accelerated innovation. This showcase a vast potential to tap into the growth that is Africa. These trends showcase the vast potential of tapping into Africa s expected growth. Long-term trends measured over decades instead of years show that African countries are now more attractive investment destinations. All this is happening in the last region of the world offering a demographic dividend: sub-Saharan Africa will soon be the only region in the world with birth rates at replacement level or higher. As investment spreads to more sectors of the African economy, investors are also thinking in new ways about its geography. Investment rationales are less frequently based on country-level economics, and more often focused on urban areas, corridors, and regions. Leading cities, such as Lagos (Nigeria), Accra (Ghana), Johannesburg (South Africa) and Nairobi (Kenya) stand out for their financial-technology hubs, middle-class consumers, and connectivity. South Africa is the second-largest economy in Africa and is ranked as an upper-middle-income economy by the World Bank. Its growing and sizeable middle class, establishing political environment, a good number of expatriates, and abundance of natural resources altogether make South Africa one of the best countries in Africa for small business startups. Though a significant portion of the South African population is unemployed, there are numerous small business and entrepreneurship opportunities in South Africa that can be started on a low budget. South Africans are comfortable with online shopping. Hence, South African businesses are going online with their websites to tap into the consumer s online buying growth. Yet, they do need the expertise from skilled people to improve their online visibility, so this allows and opens opportunities for online marketers to be entrepreneurs and contribute to the online boom in this part of Africa. According to Ernst & Young Global Limited, by 2025, projections indicate that Africa will have three megacities comprised of more than 10 million people each, with Lagos, Nigeria projected to be the largest city on Earth by 2075. The structure of Nigeria s economy has changed significantly. Its economy has transformed from one mainly based on agriculture to manufacturing and services. Around 52% of Nigeria s GDP now comes from manufacturing and services. Mechanization and rural-urban migration have led to a decline in the number of people employed in agriculture. Nigeria s increased political stability has also contributed to the growth of the manufacturing and services sectors. Countries such as China, the USA and South Africa have heavily invested in Nigeria. There has also been considerable growth in the service sector, particularly in IT services. The oil and gas industry has been very important to the Nigerian economy. Despite the country having the 11th largest oil reserves in the world and accounting for 90% of Nigeria s international currency coming from oil, inefficiencies at refineries, the large domestic demand for energy and fluctuating prices have created an economic challenge. As a result, oil and gas only contribute around 9% of Nigeria s GDP. According to the World Economic Forum, Ghana has become a middle-income country, with some of its key exports including cocoa (the world s second largest producer after the Cote D Ivoire (Ivory Coast)) and gold (Ghana contains the second largest gold mine in Africa, after South Africa). Its current gross domestic product (GDP) per capita, according to the World Bank, is at over $2,000. As one of the fastest growing economies in the African continent while trying to implement its wider economic development strategy, Ghana s Vision 2020, Wiebe Boer, Chief Executive Officer of the Tony Elumelu Foundation, "has seen this nation achieve a balanced economy and middle-income country status and standard of living, with a level of development close to the present level of Singapore". This 25-year development plan to transform Ghana is already seeing success and is reflected in its growing financial and fintech sector. Much of its financial services activity and wider tech as a whole lie in its capital and largest city of Accra. In terms of fintech, according to research, payment solution companies such as mobile money services operated by Telco s, smartphone applications such as Zeepay and Expresspay, crowdfunding apps like GoFundMe and Kickstarter, Insuretech, distributed ledger technologies such as blockchain and cryptocurrencies are key components of the country s fintech ecosystem. Research from The FinTech Times even estimates that there are around 70 fintech startups in the country and around 500 startups outside the fintech space. Digital innovations have also seen Africa being recognized as a developer of its own innovative and compelling value proposition in the Fintech arena. Fintech is nothing new. The Fintech industry has continued to evolve and will undoubtedly continue to do so. What is new, however, is how rapidly different pieces of Fintech are developed, adopted, and then discarded for even more cutting-edge solutions. While Fintech s past lies in the United States and Asia, one would be wise to keep a watchful eye on Africa for a sign of what is to come. M-Pesa is its best-in-class example. According to the Fintech Times, "M-PESA customers" can use their mobile phone to "move money quickly, securely, and across great distances, directly to another mobile phone user." Within its first month of operations, Safaricom registered over 20,000 customers, which was more than the targeted business plan. Today, M-Pesa is used by over 25 million active customers, after recent expansion to new countries such as Afghanistan, South Africa and Romania. For Kenya only, around 25% of the country s gross national product flows through it. More recently, M-Pesa was extended to offer loans and savings products, or even to disburse salaries or pay bills. Until the COVID-19 pandemic, Kenya was one of the fastest growing economies in Africa, with an annual average GDP growth of 5.9% between 2010 and 2018. With a GDP of $95 billion, Kenya recently reached lower-middle income status, and has successfully established a diverse and dynamic economy. It also serves as the point of entry to the larger, East African market made up of over 300 million people. Despite these challenges, and through support of organizations like USAID, today Kenya has increased the supply of and access to reliable, affordable, and sustainable electricity, with a target of universal access by 2022. Kenya has one of the most developed power sectors in sub-Saharan Africa, with an active private sector, a strong national power utility, and abundant renewable energy resources, especially geothermal, wind, and solar. Sustainable electricity is needed for strong economic growth. Through its Power Africa initiative, USAID has committed to increasing access to clean, adequate, reliable and cost-effective electricity supply to further drive Kenya s economic development, while providing opportunities for increased private sector participation. According to USAID, the Power Africa initiative has helped nearly one million Kenyans access electricity through new mini grid installations and solar home systems. 5 Acquisition Criteria Given our in-depth research, the Company aims to target business combination opportunities that are aligned with our strategic insights, focus, capabilities and network that are also consistent with our business strategy. Below are some of the guidelines we have identified that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in assessing acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines solely because the business may have potential to be compatible with our business strategies. We intend to seek candidates with a total enterprise value from $100 million to $300 million that demonstrates one or more of the following characteristics: strong core business with a competitive market position that has demonstrated competitive advantages, well-established barriers to entry, unique characteristics that are difficult to replicate, have multiple opportunities for growth and operate in emerging markets with strong fundamentals; attractive financial profile that has a demonstrated history of strong financial performance coupled with multiple vectors for continued future growth and strong operating margins that result in sustainable cash flow generation in current times and post-pandemic recovery; trusted and experienced management team with a proven track record of driving growth, enhancing profitability and implementing sound strategic decisions; strong working culture and internal working dynamics that has cultivated a robust corporate mindset that is mission-driven and is committed to a defined set of core values that will strengthen operations and enhance execution, while benefiting from our knowledge, capabilities and expertise to improve through innovation, digitization and technology driven advancement; and platform for organic (and potentially inorganic growth) using our expertise and extensive networks to source proprietary business or acquisition opportunities to accelerate the growth trajectory of a target business with broader access to debt and equity capital, liquidity and incentives for employees and a currency for potential acquisitions and expanded brand and growth initiatives. These criteria are not intended to be exhaustive. We may use other criteria and guidelines as well. Any evaluation relating to the merits of a particular initial business combination may be based on these general criteria and guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into an initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that fact in our shareholder communications related to the acquisition. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. 6 We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. These risks may include, among others, investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors and we may not have adequate time to complete due diligence. In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Sourcing of Potential Initial Business Combination Targets Members of our management team and our independent directors will directly or indirectly own founder shares and/or placement units following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. 7 In addition, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. See the section of this prospectus titled "Management – Conflicts of Interest" for more information. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Similarly, our financial advisor may work with other special purpose acquisition companies. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Corporate Information Our executive offices are located at CT 10-06, Level 10, Corporate Tower Subang Square, Jalan SS15/4G, Subang Jaya, 47500 Selangor, Malaysia and our telephone number is +60 358888485. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th. 8 The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section of this prospectus entitled "Risk Factors." Securities offered 5,000,000 units (or 5,750,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-half of one redeemable warrant; and one right to receive one-tenth (1/10) of one share of Class A common stock upon the consummation of our initial business combination. Proposed Nasdaq symbols Units: "PPHPU" Class A Common Stock: "PPHP" Warrants: "PPHPW" Rights: "PPHPR" Trading commencement and separation of Class A common stock, warrants and rights The units will begin trading on or promptly after the date of this prospectus. We expect the Class A common stock, warrants and rights comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the representative informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock, warrants and rights commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock, warrants and rights. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock, warrants and rights is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock, warrants and rights be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. 9 Units: Number outstanding before this offering and the private placement 0 Number of placement units to be sold in a private placement simultaneously with this offering 270,900(1) Number outstanding after this offering and the private placement 5,270,900(1) Common stock: Number outstanding before this offering and the private placement 1,437,500 shares of Class B common stock(2) Number outstanding after this offering and the private placement 6,520,900 shares of Class A common stock and Class B common stock(1)(3) Rights: Number outstanding before this offering and the private placement 0 Number outstanding after this offering and the private placement 5,270,900 (1) Warrants: Number outstanding before this offering and the private placement 0 Number of warrants to be outstanding after this offering and the private placement 2,635,450(1) Exercisability Each whole warrant is exercisable to purchase one share of our Class A common stock, subject to adjustment as provided herein. No fractional warrants will be issued upon separation of the units and only whole warrants will trade and are exercisable. We structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of an initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive initial business combination partner for target businesses. (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 187,500 founder shares. Our sponsor has agreed to purchase an aggregate of 270,900 placement units (or 293,400 placement units if the over-allotment option is exercised in full) for an aggregate purchase price of $2,709,000 ($2,934,000 if the over-allotment option is exercised in full). Each placement unit will be identical to the units sold in this offering, except as described in this prospectus. The placement units are not subject to forfeiture but will be subject to transfer restrictions as described in "Principal Stockholders — Transfers of Founder Shares and Placement Units (including securities contained therein)". (2) Represents 1,437,500 founders shares. The 1,437,500 founders shares include an aggregate of up to 187,500 founders shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. (3) Comprised of 5,270,900 shares of Class A common stock (including 270,900 placement shares) and 1,250,000 shares of Class B common stock (or founder shares). The Class B common stock is convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below adjacent to the caption "Founder shares conversion and anti-dilution rights." 10 Exercise price $11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the "Market Value") is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under "Redemption of warrants" will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. 11 The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon not less than 30 days prior written notice of redemption given after the warrants become exercisable (the "30-day redemption period") to each warrant holder; and if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. 12 If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a "cashless basis." In determining whether to require all holders to exercise their warrants on a "cashless basis," our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the "fair market value" (defined below) by (y) the fair market value. The "fair market value" for this purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section of this prospectus entitled "Description of Securities — Redeemable Warrants — Public Stockholders Warrants" for additional information. Terms of Rights Each holder of a right will receive one-tenth (1/10) of one share of Class A common stock upon consummation of our initial business combination. In the event we will not be the survivor upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the 1/10 share underlying each right (without paying any additional consideration) upon consummation of the business combination. If we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. No fractional shares will be issued upon conversion of any rights. As a result, you must have 10 rights to receive one share of Class A common stock at the closing of the business combination. Founder shares On May 3, 2021, our sponsor purchased 1,437,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.02 per share. As a result of this low initial price, our sponsor, its affiliates and our management team stand to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for our public stockholders. On May 3, 2021, our sponsor transferred 20,000 shares to Mr. Ngoh, 6,000 shares to Mr. Stein, 2,500 shares to Mr. Phoon, 2,500 shares to Mr. Anih and 3,000 shares to Legacy Royals, LLC an entity controlled by Mr. Gordon. Prior to the initial investment in the Company of $25,000 by our sponsor, the Company had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering (excluding the placement units and underlying securities). As such, our initial stockholders will collectively own approximately 23.3% of our issued and outstanding shares after this offering (including the placement shares to be issued to the sponsor and assuming they do not purchase any units in this offering). Neither our sponsor nor any of our officers or directors have expressed an intention to purchase any units in this offering. Up to 187,500 founder shares held by our sponsor will be subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised so that our initial stockholders will maintain ownership of 20% of our common stock after this offering (excluding the placement units and underlying securities). We will effect a stock dividend or share contribution prior to this offering should the size of the offering change, in order to maintain such ownership percentage. 13 The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are shares of Class B common stock that automatically convert into shares of our Class A common stock at the time of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and placement shares held by them and public shares held by them in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares, placement shares and public shares held by them in connection with a stockholder vote to approve an amendment to our certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions, including the deposit of up to $500,000, or $575,000 if the underwriters over-allotment option is exercised in full ($0.10 per unit in either case) for each three month extension, into the trust account, or as extended by the Company s stockholders in accordance with our certificate of incorporation) or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares or placement shares held by them if we fail to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions, including the deposit of up to $500,000, or $575,000 if the underwriters over-allotment option is exercised in full ($0.10 per unit in either case) for each three month extension, into the trust account, or as extended by the Company s stockholders in accordance with our certificate of incorporation), although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame; pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares and placement shares held by them and any public shares they may acquire during or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination. If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the initial business combination are voted in favor of the initial business combination. As a result, in the event that only the minimum number of shares representing a quorum is present at a stockholders meeting held to vote on our initial business combination, in addition to our initial stockholders founder shares and placement shares, we would need only 109,326 or 2.1%, of the 5,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming the over-allotment option is not exercised, and that the initial stockholders do not purchase any units in this offering or units or shares in the after-market). In the event that all shares of our outstanding common stock are voted, we would need 1,739,551 or 34.8%, of the 5,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming the over-allotment option is not exercised, and that the initial stockholders do not purchase any units in this offering or units or shares in the after-market); and the founder shares are entitled to registration rights. 14 Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares (or shares of common stock issuable upon conversion thereof) until the earlier to occur of: (A) six months after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the reported last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under the section of this prospectus entitled "Principal Stockholders — Restrictions on Transfers of Founder Shares and Placement Units"). Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Founder shares conversion and anti-dilution rights The shares of Class B common stock will automatically convert into shares of our Class A common stock at the time of the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering (excluding the placement units and underlying securities) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any private placement-equivalent units and their underlying securities issued to our sponsor or its affiliates upon conversion of working capital loans made to us). The term "equity-linked securities" refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be "deemed issued" for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. 15 Voting Rights Holders of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote, except as required by law. Placement units Our sponsor has agreed to purchase an aggregate of 270,900 placement units (or 293,400 placement units if the over-allotment option is exercised in full) at a price of $10.00 per unit, for an aggregate purchase price of $2,709,000 ($2,934,000 if the over-allotment option is exercised in full). Each placement unit is identical to the units offered by this prospectus except as described below. There will be no redemption rights with respect to the founder shares or the placement warrants, which will expire worthless if we do not consummate a business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions, including the deposit of up to $500,000, or $575,000 if the underwriters over-allotment option is exercised in full ($0.10 per unit in either case) for each three month extension, into the trust account, or as extended by the Company s stockholders in accordance with our certificate of incorporation). Transfer restrictions on placement units The placement units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of our initial business combination except to permitted transferees. 16 Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the placement units be deposited in a trust account. Of the net proceeds of this offering and the sale of the placement units, $50,500,000, or $10.10 per unit ($58,075,000, or $10.10 per unit, if the underwriters over-allotment option is exercised in full) will be placed into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee and J.P. Morgan Securities LLC acting as investment manager. These proceeds include $1,750,000 (or $2,012,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. 17 Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations and up to $100,000 of interest that may be used for our dissolution expenses, the proceeds from this offering and the sale of the placement units held in the trust account will not be released from the trust account until the earliest to occur of: (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions, including the deposit of up to $500,000, or $575,000 if the underwriters over-allotment option is exercised in full ($0.10 per unit in either case) for each three month extension, into the trust account, or as extended by the Company s stockholders in accordance with our certificate of incorporation) or (ii) with respect to any other provision relating to stockholders rights or pre-business combination activity, and (c) the redemption of our public shares if we are unable to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions, including the deposit of up to $500,000, or $575,000 if the underwriters over-allotment option is exercised in full ($0.10 per unit in either case) for each three month extension, into the trust account, or as extended by the Company s stockholders in accordance with our certificate of incorporation), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof. Based upon an assumed interest rate of 0.1% per year, we expect the trust account to generate approximately $50,500 of pre-tax interest without overallotment and $58,075 with overallotment annually; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the placement units not held in the trust account, which will be approximately $600,000 in working capital after the payment of approximately $609,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of an initial business combination. 18 Conditions to completing our initial business combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination target, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination target, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. There is no limitation on our ability to raise funds privately, or through loans in connection with our initial business combination. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. 19 In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares or warrants our sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, apart from the purchase of the placement units, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect that any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions prior to completion of our initial business combination. See "Proposed Business — Permitted purchases of our securities" for a description of how our sponsor, initial stockholders, directors, officers or any of their affiliates will select which stockholders to purchase securities from in any private transaction. 20 The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.10 per public share, however, there is no guarantee that investors will receive $10.10 per share upon redemption. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants or rights. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and placement shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination or otherwise. 21 Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our certificate of incorporation would typically require stockholder approval. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq s stockholder approval rules. If stockholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the initial business combination are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares and placement shares held by them and any public shares acquired by them during or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares and placement shares, we would need only 109,326 or 2.1%, of the 5,000,000 public shares sold in this offering to be voted in favor of an initial business combination (assuming only the minimum number of shares representing a quorum are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised and that the initial stockholders do not purchase any units in this offering or units or shares in the after). In the event that all shares of our outstanding common stock are voted, we would need 1,739,551 or 34.8%, of the 5,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming the over-allotment option is not exercised, and that the initial stockholders do not purchase any units in this offering or units or shares in the after-market). 22 We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Such provisions may be amended if approved by holders of at least 65% of our common stock entitled to vote thereon. Whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, we will not redeem any public shares unless our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s "penny stock" rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares. 23 Our certificate of incorporation will provide that in no event will we redeem our public shares unless our net tangible assets are at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s "penny stock" rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. 24 Redemption rights in connection with proposed amendments to our certificate of incorporation Our certificate of incorporation will provide that any of its provisions related to pre-initial business combination activity (including the requirement to deposit proceeds of this offering and the private placement of units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of at least 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our common stock entitled to vote thereon. In all other instances, our certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law, or DGCL, or applicable stock exchange rules. Under our certificate of incorporation, we may not issue additional securities that can vote on amendments to our certificate of incorporation or on our initial business combination or that would entitle holders thereof to receive funds from the trust account. Our initial stockholders, who will collectively beneficially own approximately 23.3% of our common stock upon the closing of this offering (including the placement shares to be issued to the sponsor and assuming they do not purchase any units in this offering), will participate in any vote to amend our certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, executive officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our certificate of incorporation (i) to modify the substance or timing of our obligation to allow holders to redeem their shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions, including the deposit of up to $500,000, or $575,000 if the underwriters over-allotment option is exercised in full ($0.10 per unit in either case) for each three month extension, into the trust account, or as extended by the Company s stockholders in accordance with our certificate of incorporation) or (ii) with respect to any other provision relating to stockholders rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and placement shares held by them and any public shares held by them in connection with the completion of our initial business combination. 25 Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under "Redemption rights for public stockholders upon completion of our initial business combination." We will use the remaining funds to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our certificate of incorporation will provide that we will have only 12 months from the closing of this offering to complete our initial business combination. We may seek stockholder approval of the amendments to our certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company for any extension beyond 12 months at a meeting called for such purpose. Public stockholders will be offered the opportunity to vote on or redeem their shares in connection with any such extension. Alternatively, or in the event that there is an unsuccessful effort to obtain stockholder approval for the proposed extensions(s), we may, but are not obligated to, extend the period in which we must complete our initial business combination twice, for an additional three months each time, up to 18 months by depositing into the trust account for each three month extension $500,000, or $575,000 if the underwriters over-allotment option is exercised in full ($0.10 per unit in either case). Public stockholders, in this situation, will not be offered the opportunity to vote on or redeem their shares. If we are unable to complete our initial business combination within such 12-month period (or up to 18-month period), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 12-month period (or up to 18-month period). Our sponsor, officers and directors have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and placement shares if we are forced to liquidate. The underwriters have agreed to waive their rights to their deferred underwriting commission in the event we do not complete our initial business combination and subsequently liquidate and, in such event, the deferred fees will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. 26 Ability to extend time to complete business combination If we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 18 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Public stockholders, in this situation, will not be offered the opportunity to vote on or redeem their shares. Pursuant to the terms of our certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five business days advance notice prior to the applicable deadline, must deposit into the trust account $500,000, or $575,000 if the underwriters over-allotment option is exercised in full ($0.10 per unit in either case), on or prior to the date of the applicable deadline, for each of the available three-month extensions, providing a total possible business combination period of 18 months at a total payment value of $1,000,000, or $1,150,000 if the underwriters over-allotment option is exercised in full ($0.20 per unit in either case). Any such payments would be made in the form of non-interest bearing loans. If we complete our initial business combination, we will, at the option of our sponsor, repay such loaned amounts out of the proceeds of the trust account released to us or convert a portion or all of the total loan amount into units at a price of $10.00 per unit, which units will be identical to the placement units. If we do not complete a business combination, we will repay such loans only from funds held outside of the trust account. Furthermore, the letter agreement with our initial stockholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans to the extent there is insufficient funds held outside of the trust account in the event that we do not complete a business combination. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. In the event we receive notice from our sponsor five days prior to the applicable deadline of their intent to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, non-cash payments, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of this offering and the sale of the placement units held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to ARC Group Limited, our financial advisor, of $10,000 per month, for up to 18 months, for office space, utilities and secretarial and administrative support; Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and Repayment of non-interest bearing loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which (other than as described above) have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units. Repayment of non-interest bearing loans which may be made by our sponsor finance any extension of the time to consummate an initial business combination. All or a portion of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors or our or their affiliates. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled "Management — Committees of the Board of Directors — Audit Committee." 27 Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.10 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Conflicts of Interest Subject to pre-existing fiduciary or contractual duties as described below, our officers and directors have agreed to present any business opportunities presented to them in their capacity as a director or officer of the Company to us. Certain of our officers and directors presently have fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. See "Management—Conflicts of Interest" for more information. Furthermore, our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. In addition, our sponsor, officers and directors are not required to commit any specified amount of time or resources to our affairs and, accordingly, will have conflicts of interest in allocating management time and resources among various business activities, including identifying potential business combinations and monitoring the related due diligence. 28 Summary
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001863685_thrive_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001863685_thrive_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e68c94a4410932a15a369b04ee65bf6adf637a08
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001863685_thrive_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and including those subsequently transferred to our officers, directors and special advisor to the extent they hold such shares, and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to all of our shareholders immediately prior to the date of this prospectus, including our sponsor and all of our officers and directors and special advisor to the extent they hold such shares; management or our management team are to our executive officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor, Charles Urbain and GR Sleep LLC (an entity controlled by Peter Graham), in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders to the extent our sponsor and/or members of our management team or special advisor purchase public shares, provided that our initial shareholders status as a public shareholder will only exist with respect to such public shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); special advisor are to Christophe Barnouin, who will serve as an advisor to the company; sponsor are to Thrive Acquisition Sponsor LLC, a Cayman Islands limited liability company; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent that they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; and we, us, our, company or our company are to Thrive Acquisition Corporation, a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. 1 Table of Contents Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Business General Thrive Acquisition Corporation is a newly formed blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Our objective is to identify and acquire a high quality, high growth business in the global health and wellness industry, although we reserve the right to pursue an initial business combination target in any sector, industry, or geographic location. More specific sectors in our targeted industry include, but are not limited to: Branded food, beverage, and consumer products in the better-for-you or sustainability-focused market sectors. Examples of businesses in this sector include producers, marketers and distributors of organic food products; plant-based meat and seafood alternatives; plant-based milk and cheese; functional foods and nutritional supplements; low-calorie ready-to-drink beverages; and consumer products in the clean label category, which refers to foods or products that lack artificial flavors, colors, preservatives, or harmful chemicals and generally have shorter ingredient lists. Companies supporting the consumer shift towards health and wellness through innovative platforms or technologies. Examples of businesses in this sector include direct-to-consumer retailers of organic products, e-commerce marketplaces for health and wellness products, web-connected health and fitness equipment and apps, B2B platforms for the better-for-you food supply chain, and developers of technologies for more sustainable agriculture. At the start of 2020, the health and wellness industry was already on a strong growth trajectory, supported by tailwinds from a decades long shift in consumer behavior towards personal well-being. The COVID-19 pandemic has only accelerated this shift. This health crisis unprecedented in modern times has focused consumers attention globally and daily on health while drawing attention to sustainability. In McKinsey & Company s Future of Wellness Survey conducted in August 2020, consumers in every market researched (the United States, United Kingdom, Germany, Japan, Brazil, and China) reported a prioritization of wellness, with 79% of respondents ranking wellness as important and 42% as a top priority, with a substantial increase in the prioritization of wellness over the past two to three years. In the same report, McKinsey estimates the value of the global wellness market at over $1.5 trillion, growing at an annual rate of 5 to 10 percent. Another effect of COVID-19 on consumers was an increased willingness to try new products and services, and consume them through non-traditional channels. By necessity, consumer spending on food at home increased, while consumers facing food stock-outs early in the pandemic had a higher propensity to try new products. We believe these conditions led to an accelerated adoption and growth of better-for-you foods and clean-label products, which has enlarged the customer base and is increasing the scale of the market. Similarly, COVID-19 accelerated a long-term transition away from bricks-and-mortar stores towards internet platforms and marketplaces. We believe there is a large number of both consumer-facing as well as business-to-business platforms with established brands, robust scale, and defensible barriers to entry that resonate globally today with consumers concerned with health, nutrition, and the environment. In addition, more and more Boomers, Gen-Xers, Millennials, and Gen-Zers alike now have a daily health and wellness ritual. This practice, reinforced by the pandemic and combined with higher levels of integration of technology into daily life, has expanded the market for many health and wellness products and services. In our view, this behavioral shift of consumers in favor of healthier lifestyles will be an enduring trend in the coming years. As a fresh influx of health-conscious consumers around the world seek out new products and services, companies are responding to this demand with new innovations, a wider range of offerings, and mainstream 2 Table of Contents distribution which in turn supports further consumer demand growth. A specific example of this virtuous cycle is the shift away from meat toward a more plant-based diet. The 2019 U.S. Grocery Shopper Trends report by FMI-The Food Industry Association found 33% of households with at least one member following a vegan, vegetarian, pescatarian, or flexitarian diet (eating more of a plant-based diet with occasional beef or poultry). In addition to health considerations, awareness of the impact of meat production on land use patterns and carbon emissions, as well as concern about ethical treatment of animals are also contributing factors to this consumer shift. A survey conducted by the Yale Program on Climate Change Communication in 2019 found more than half of Americans (55%) willing to eat more plant-based meat alternatives, a similar percentage (54%) willing to eat less red meat, and nearly half (46%) willing to use plant-based dairy alternatives. Data commissioned by the Plant Based Foods Association and The Good Food Institute from SPINS, a retail data consultancy, supports the Yale survey results. The SPINS data showed that U.S. retail sales of plant-based foods continued to increase in 2020, rising by 27% over 2019, compared to 15% growth for the total U.S. retail food market. For the same period, the SPINS data also showed plant-based meat sales growth of 45%, twice as fast as conventional meat, to a market share of 2.7% of the packaged meat category, and plant-based milk sales growth of 20%, to a 15% market share of the milk category. Another example of a significant shift in consumer health and wellness related behavior is the growth of technology for health and fitness. Deloitte s 2020 Survey of U.S. Health Care Consumers found 42% of respondents use technology and apps to measure and maintain their health, up from 17% in 2013, and of those, 77% say that technology helps them change their behavior a moderate amount or a great deal. While some notable companies in our targeted sector such as Beyond Meat, Peloton and Oatly have successfully gone public in recent years, the number of health and wellness companies in the private market is significantly greater than those in the public markets, and we believe there is a relative shortage of quality companies in this sector in the public equity market. We believe that entrepreneurship and innovation are at an all-time high, private capital has been readily available, and owners have held on to investments longer than in past years. As a result, we believe there is an attractive opportunity set of private companies in our target sectors that would benefit from the growth capital that can be obtained in the public markets. We will seek to generate attractive returns for shareholders by identifying market leading companies in growing, large addressable markets, with strong management teams and good unit economics. We believe that our management team s decades of experience in the health and wellness industry and experience as investors in the public and private markets, as senior managers, and as advisors to entrepreneurs, combined with the extensive industry network and geographical reach of board of directors, will give us a competitive advantage in pursuing a broad range of opportunities. Our Management Team Our team of executive officers and directors consists of highly experienced investors, executives, and entrepreneurs with proven track records. Collectively this management team possesses a wide-ranging set of competencies, with exceptional financial acumen and an extensive track record of growth and value creation. The team is led by Charles Jobson, Charles Urbain and Benjamin Kao. In addition, our management team controls our sponsor and contributed most of the $8,250,000 (or $9,150,000 if the underwriters over-allotment option is exercised in full) that will be used to purchase the private placement warrants, which funds will in turn be used to pay the expenses of this offering, including the non-deferred portion of the underwriters compensation, and our operating expenses until our initial business combination is consummated. These private placement warrants are referred to as at risk capital because they will expire worthless if we do not complete our initial business combination, or if our stock price after our initial business combination does not exceed $11.50 per share during the time when the private placement warrants may be exercised. Our sponsor, other members of our management team and directors also currently own an aggregate of 4,312,500 Class B ordinary shares, up to 562,500 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described in the section entitled Description of Securities. For all of the foregoing reasons, we believe that our management team is incentivized and has the appropriate expertise to identify and acquire a high quality, high growth business in the global health and wellness industry. 3 Table of Contents Charles Jobson, Chief Executive Officer and Director Mr. Jobson has over 30 years of public and private markets investment experience. Through his private investment firm, Mr. Jobson led the take-private transaction of Euronext-listed Dutch-based food group Wessanen N.V. in a $1 billion transaction in September 2019 with PAI Partners, a leading French private equity firm. Now rebranded as Ecotone, the company s growth has accelerated as Europe s leading branded, organic food company, with annual revenues of over 700 million in 2020. Approximately 23% of Ecotone s portfolio is in plant-based milks, and other product categories include organic teas and coffee, plant-based meals, breakfast cereals, and vegetable spreads. Ecotone is the largest international food company to be accredited as a Certified B Corporation, an internationally recognized certification that verifies the business meets the highest standards of social and environmental performance, public transparency and legal accountability to balance profit and purpose. Since 2018, Mr. Jobson has been an active investor in a number of private companies and currently serves on the boards of Ecotone, Good Times Restaurants, and Kaycha Labs. From 1999 to 2018, Mr. Jobson was the Founder and Portfolio Manager of Delta Partners L.P., a long/short global equity hedge fund with peak assets of $2.9 billion. Delta achieved a strong historical track record with a twenty-year compounded annual return net of fees of 17.0% vs 7.2% for the Credit Suisse Long/Short Equity Hedge Fund Index. At Delta Partners, Mr. Jobson developed extensive experience evaluating management teams and business models with a fundamental bottom-up approach. His 20-year track record demonstrates significant skill in selecting businesses and management teams that can perform well in public markets. Delta typically invested in high-quality businesses with natural tailwinds by virtue of their economics and industry vertical. The resiliency of these business models enabled high conviction investments and large position sizing. Prior to founding Delta Partners in 1999, Mr. Jobson spent four years an equity analyst, portfolio manager, and member of the investment committee at Baring Asset Management on their equity team. He joined Barings after four years at State Street Research & Management as an equity analyst. Charles Urbain, Chief Operating Officer, Chief Financial Officer, and Director Mr. Urbain has brought impactful leadership to large global organizations in life sciences for over 30 years, with experience living and working in 10 countries across 4 continents. He has held C-Suite positions in multiple functions for 20 years, including COO, CFO, CHRO, and CDO, through which he has driven strong business results across multiple cultures in complex multinational organizations. From 1996 to 2018, Mr. Urbain led Mead Johnson Nutrition Co., a leading global company focused primarily on infant and child nutritional products, in a range of senior leadership roles in general management, finance, marketing, and human resources. He ended his tenure there as global COO of an organization of 8,500 employees, with responsibility for global commercial operations in 45 countries on 4 continents. He played a key role in tripling global sales and increasing enterprise value from $6 billion to $18 billion. Mr. Urbain was integral to Mead Johnson s successful IPO in 2009 and the subsequent sale of the company to Reckitt-Benckiser in 2018. His responsibilities included frequent interaction with the board, investor community, and external constituents as well as a leadership role in key operational processes, strategic planning, leadership development, and budgeting. Since 2018, Mr. Urbain has been advising and consulting to senior management teams in the nutrition industry globally. Prior to Mead Johnson, Mr. Urbain served as Senior Vice President of Bristol-Meyers Squibb from 1987 to 1995 with senior financial responsibilities and general management roles in the U.S. and Asia Pacific. From 1982 to 1987, he served as Director of Finance at Schlumberger in London, and from 1978 to 1982 was an audit senior at Price Waterhouse & Co., also in London. Benjamin Kao, President and Director Mr. Kao has over 20 years of experience in structuring transactions across Asia and the U.S. in private equity and real estate. Since 2011, he has been a Partner at Mandalay Capital, a private investment firm that is incorporated and has its principal office in Hong Kong. Notable transactions at Mandalay Capital include the creation and growth of Fairlead Commercial Real Estate, an U.S. institutional real estate investment manager that was acquired in 2016 by Bridge Investment Group, a private equity firm. In Australia, Mandalay Capital built and successfully exited Foundation Early Learning, a national operator of premium early childhood learning centers. In Korea, Mandalay 4 Table of Contents Capital invested in Indulge, a leading importer and distributor of alcoholic beverages, and guided the company in the creation of Moonbear Brewing Company, a pioneer in the Korean craft beer sector; the company was subsequently acquired by a publicly-listed affiliate of LG Corporation in 2017. Previously, Mr. Kao was Co-Founder and Managing Director at MacauLand Developments, a Hong Kong-based real estate developer, where he executed real estate developments and investments across Asia in partnership with institutional investors such as Citigroup and Angelo, Gordon & Co. Mr. Kao began his career in New York at Elliott Associates, a hedge fund, and Goldman Sachs in its High Yield & Emerging Markets Fixed Income Research Department. Peter Roy, Independent Director Mr. Roy has been a pioneer in the natural and organic products industry for over 40 years. Since 2007, he has been a Director on the Board of United Natural Foods, Inc., one of the largest publicly traded wholesale food distributors in North America and the primary distributor to Whole Foods Market for more than 20 years, with annual revenues over $20 billion. From 1999 until 2019, Mr. Roy was an Operating Advisor for North Castle Partners, a private equity firm focused in the healthy, active and sustainable living sectors. Mr. Roy was a founder of the original natural products retailer that would become an early acquisition of Whole Foods, and served as President of Whole Foods Market, the nation s leading retailer of natural and organic products from 1993 until 1998. After leaving Whole Foods, he joined the boards of and consulted with many leading brands in the natural and organic foods industry including Stonyfield Farms, White Wave, Naked Juice, Avalon Natural, Traditional Medicinals and Applegate Farms. Mr. Roy is also the former Chairman of the National Outdoor Leadership School and served 12 years as a Trustee. In January 2007, Mr. Roy s first book, The Book of Hard Choices, was published by Morgan Road Books, a division of Random House. The book, co-authored by James A. Autry, tells the stories of 26 leaders in business, politics, the military, clergy and the non-profit sectors about decisions they have faced when their ethics and integrity were called into question. James Macon, Independent Director Mr. Macon has long been involved in agriculture technologies and food system innovations. Since 2010, he has been the Founder and Managing Director of Barbour Alliance, an impact venture advisory firm serving social and environmental impact funds, incubators, accelerators, and new enterprises. From 2010 to 2020, Mr. Macon was the Co-Founder and Managing Partner of Closed Loop Capital, a venture capital platform investing in early-stage agriculture and food technologies. He has sourced, conducted due diligence, closed investments, and managed fund engagement with portfolio companies across the agriculture and food value chain. Notable investments at Closed Loop Capital included Beyond Meat, Conservis, Forelight, Concentric Ag, Mercaris, MycoTechnology and Foodsmart. From 2015 to 2018, Mr. Macon served as an Advisory Board member and mentor for Village Capital s U.S. Agriculture & Food venture accelerator program. From 2015 to 2017 he served as Advisory Board Member, mentor and competition judge for LaunchVT, a venture accelerator. From 2009 to 2010, Mr. Macon was Venture Director at Criterion Ventures, a social and environmental venture design B Corporation. He also brings significant operational experience from a number of startups, including eSecLending, a global financial technology company which sold to TA Associates in 2006. Daniel Germain, Independent Director Since 2020, Daniel Germain has been the Executive Creative Director of the Google Brand Studio (EMEA region). From 2018 until joining Google in 2020, Mr. Germain served as the Head of the Today at Apple program in EMEA region, leading a team of creatives across the region. Prior to Apple, Mr. Germain spent 19 years helping to build innocent drinks, a UK-based healthy drinks company. He was innocent s Group Head of Brand and Creative from launch in 1999, through the period when the company was acquired by Coca Cola in 2013, until 2018. During that time, Mr. Germain oversaw the creative and brand direction of innocent, shaping the company s unique identity from ads to products to company culture. 5 Table of Contents He also worked in the areas of sustainability and purpose, and in 2014 was named Designer of the Year in the UK. Mr. Germain has also consulted for the UK Government, Dyson, Coca Cola, Wolff Olins and the BBC, and has written books on entrepreneurship. Peter Graham, Independent Director Since 2017, Peter Graham has been a Partner at One Better Ventures, a private advisory and investment company focused on B-Corps and growth companies in the health and wellness industry. He served for 17 years as the Chairman of Seventh Generation until it was acquired by Unilever in 2016. Seventh Generation is a green household products company and a leader in the worlds of ESG and CSR. Since 2017, Mr. Graham has served on the board of directors of Montrose Environmental Group (NYSE: MEG), an environmental services company that helps clients and communities meet their environmental goals and needs, where he serves as Chair of the Compensation Committee and as a member of the Audit Committee. Mr. Graham has served on the boards of a number of public and privately-held companies, including in the roles of lead independent director and chair of the audit and compensation committees. Mr. Graham served on the board of directors of ExamWorks Group, Inc. until May 2016 when it was sold to a private equity firm. From 1976 until 2004, Mr. Graham held a range of senior positions with Ladenburg Thalmann Group, an investment bank, including Head of Investment Banking, Principal, President, and Vice Chairman. During his tenure, Ladenburg led many public offerings, completed numerous corporate restructurings, and acted as advisor on many merger & acquisition assignments. Christophe Barnouin, Special Advisor Mr. Barnouin has been deeply involved in the food and beverage industry for 30 years. As CEO of Ecotone since 2014, he leads a team of 1,600 employees across 7 countries that creates, markets and distributes some of Europe s leading natural and organic food brands, with annual revenues over 700 million. From 2006 to 2013, prior to becoming CEO, Mr. Barnouin held several other leadership roles at Ecotone (then known as Wessanen), including as Chief Executive Officer of the Distriborg division and as Executive Vice President for France, Italy and New Markets. As a firm advocate for 100% sustainability, Mr. Barnouin seeks to catalyze near term change in the food industry, by building a network of people, companies, and organizations with the collective goal of transforming the current industrial food system to one which supports biodiversity, revitalizes ecosystems, and improves health and wellness. Prior to Wessanen, Mr. Barnouin was Marketing Director for Mars, Inc. from 2000 to 2005 and Global Marketing Manager for Reckitt Benckiser from 1999 to 2000. From 1991 to 1998, he was in marketing and sales with Orangina, a division of Pernod Ricard. Our Business Strategy We believe our sponsor and management team s track record of investing in public and private companies in the health and wellness sector, along with our rigorous bottom-up research approach, are unique and will allow us to successfully identify and execute an initial business combination. We will leverage our operational, financial, and transactional experience across economic cycles, our broad networks of relationships and experience in the global health and wellness sectors, along with our deep understanding of the equity capital markets, to assist in the identification of potential targets for the initial business combination. We will consider businesses in a wide variety of health and wellness sectors but will seek to acquire high-quality businesses that return growing and relatively non-cyclical cash flows over time. We believe our approach to investing will help us execute on our business strategy: Expertise in health and wellness businesses. Our management team has deep investment and operational experience in health and wellness related businesses. We believe this domain expertise allows us to have a differentiated investment approach when assessing investment opportunities. Deep fundamental analysis. Our management team intends to spend significant time conducting primary due diligence as part of its fundamental, bottom-up research process. We aspire to be experts in all aspects of the businesses in which we invest. 6 Table of Contents Long investment horizon. Our management team will seek to identify a quality target with high returns on capital and long runways of growth that can generate outsized investment returns. Supportive partnership with management. The management team will seek to maintain a long-term supportive role with management of the target company. We intend to pursue business combination opportunities with high quality growth companies where the owners of the target company would generally hold a major portion of the shares of the combined company outstanding after completion of the business combination. We expect to use the sponsor s substantial experience in identifying and analyzing the business quality and sustainable competitive advantages of, and valuing, a target company, as well as its due diligence and negotiation expertise, in executing a transaction. Upon completion of this offering, our founders plan to communicate with their network of relationships to articulate the parameters of our search for a target company and a potential business combination, and subsequently begin the process of pursuing and reviewing potential opportunities. Our Acquisition Criteria Consistent with our investment principles and business strategy, we expect to identify high-quality companies that have a number of the characteristics detailed below. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and guidelines. We will seek to acquire companies that we believe meet the following criteria: Large and growing addressable markets with favorable tailwinds. Based on our management team s experience, we will prioritize our focus on the large and growing health and wellness industries, and on target companies that have an enterprise value in excess of $800 million. Strong industry position. We will focus on companies with demonstrated competitive advantages that maintain barriers to entry. Strong management team and governance. We will seek a target company with a strong management team and framework to successfully operate as a public company. Multi-year compounders. We will aim to invest in a company that can deliver sustainable top-line growth for the long-term. We believe the majority of the value creation will come from fundamental growth rather than financial engineering. Sensible Valuation. We have a deep understanding of market valuations and will aim to invest on terms that will provide significant upside potential for our shareholders while limiting downside risk. Can benefit from being a publicly traded company. We intend to pursue a target company that would benefit from being a public company and be able to capitalize on access to the broader capital markets to achieve the company s business strategy. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, directors or officers, or making the acquisition through a joint venture or other form of shared ownership with our sponsor, directors or officers. In the event we seek to complete our initial business combination with a company that is affiliated with any of our sponsor, directors or officers, we, or a committee of independent directors, 7 Table of Contents will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Each of our sponsor, directors, and officers will, directly or indirectly, own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Past experience or performance of our sponsor, directors or management team or their respective affiliates is not a guarantee of either (1) our ability to successfully identify and execute a transaction or (2) success with respect to any business combination that we may consummate. You should not rely on the historical record of our sponsor, directors or management team or their respective affiliates as indicative of future performance. See Risk Factors Past performance by our management team or their respective affiliates, including performance information of funds with which they are or were associated, may not be indicative of future performance of an investment in us. Our management has no prior experience in operating blank check companies or special purpose acquisition companies. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties under applicable law. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, subject to his or her fiduciary duties under applicable law, he or she may need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer on the one hand, and us, on the other. In addition, the fiduciary duties and contractual obligations that our officers and directors may have to other entities, including confidentiality obligations that may restrict their ability to share with us or utilize on our behalf information they learn that could be beneficial to us, may otherwise adversely affect our ability to identify or pursue certain business combination opportunities. In recent years, and continuing in 2021, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and, as of the date of this prospectus, there are more than 400 special purpose acquisition companies seeking targets for their initial business combination, as well as more than 200 such companies currently in registration. As a result, at times, we expect there to be greater competition for available targets, more time, more effort and more resources may be necessary to identify a suitable target, and the consummation of an initial business combination may be more expensive. The investment by the private placement warrants investors of at least an aggregate of $8,275,000 in a combination of our private placement warrants and Class B ordinary shares will be used to pay for the expenses of this offering, including the non-deferred portion of the underwriters compensation, and our operating expenses, even if an initial business combination is not completed. This combination of factors could result in our management team, which controls the sponsor, pursuing a business combination that may not be in the best interests of all public shareholders. See also Risk Factors - As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination and Management Conflicts of Interest. 8 Table of Contents Our officers and directors and any of their respective affiliates may sponsor or form, or, in the case of individuals, serve as a director, officer or advisor of, other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Initial Business Combination So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of suspending or termination our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding share capital of a target or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. 9 Table of Contents To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. Other Considerations We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Our management team and board of directors is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Corporate Information Our executive offices are located Riverside Center, 275 Grove Street, Suite 2-400, Newton, MA 02466, and our telephone number is (617) 663-5988. We maintain a corporate website at www.thriveacquisitions.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and expect to receive, after the effectiveness of the registration statement of which this prospectus forms a part, a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. 10 Table of Contents In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. 11 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001863719_everest_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001863719_everest_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f11123ba0d92562b8242fbc3a15e633ac74345d3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001863719_everest_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation refers to the amended and restated certificate of incorporation that the company will adopt prior to the consummation of this offering; common stock are to our Class A common stock and our Class B common stock, collectively; DGCL are to the Delaware General Corporation Law as the same may be amended from time to time; founder shares are to shares of our Class B common stock initially issued to our sponsor in a private placement prior to this offering and the shares of our Class A common stock that will be issued upon the automatic conversion of the Class B common stock at the time of our initial business combination (for the avoidance of doubt, such shares of our Class A common stock will not be public shares ); management or our management team are to our executive officers and directors (including our director nominees who will become directors in connection with the consummation of this offering); private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public stockholder will only exist with respect to such public shares; public warrants are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and to any private placement warrants or warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or officers or directors (or permitted transferees) following the consummation of our initial business combination; sponsor are to Everest Consolidator Sponsor, LLC, a Delaware limited liability company (certain of our directors, officers and their affiliates hold membership interests in our sponsor; our sponsor is controlled by Belay Associates, LLC, and Adam Dooley is the manager of Belay Associates, LLC); trust account are to the trust account in the United States, with American Stock Transfer & Trust Company, LLC acting as trustee, into which we will deposit certain proceeds from this offering and the sale of the private placement warrants; and we, us, our, company or our company are to Everest Consolidator Acquisition Corporation, a Delaware corporation. Each unit consists of one share of our Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units, and accordingly, we will round down to the nearest whole number the number of warrants to be issued to holders. Only whole warrants will trade. If, upon separation of the units, a holder of warrants would be entitled to receive a fractional warrant, we will round down Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 18, 2021 PRELIMINARY PROSPECTUS $150,000,000 EVEREST CONSOLIDATOR ACQUISITION CORPORATION 15,000,000 units Everest Consolidator Acquisition Corporation is a newly incorporated blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to focus our search for business combination targets in the wealth management industry, including independent financial advisory providers as well as wealth management-focused technology companies, although we may pursue an acquisition in any business industry or sector. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriter has a 45-day option from the date of this prospectus to purchase up to 2,250,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations as described herein. We will have until 15 months from the closing of this offering to consummate an initial business combination. If we have not consummated an initial business combination within 15 months from the closing of this offering, we may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up to 21 months to complete a business combination), subject to our sponsor contributing, in each case, an additional $0.10 per share of our Class A common stock to the trust account, and at the end of the applicable period or any other approved extension of such period, we will redeem 100% of the shares of our Class A common stock at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of our Class A common stock, subject to applicable law and certain conditions as described herein. In connection with any such extension of the period of time we will have to consummate our initial business combination, our stockholders will not be entitled to vote or to redeem their shares. This feature is different from some other special purpose acquisition companies. Our sponsor, Everest Consolidator Sponsor, LLC (an affiliate of Belay Associates, LLC), has agreed to purchase 5,733,333 warrants (or 6,333,333 warrants if the over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. Our sponsor currently owns 4,312,500 shares of our Class B common stock (up to an aggregate of 562,500 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised in full). The total number of shares of Class B common stock outstanding after this offering and at the expiration of the underwriter s option to purchase additional units to cover any over-allotments will equal 20% of the total number of shares of Class A common stock outstanding at such time. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination as described herein. Prior to our initial business combination, only holders of shares of our Class B common stock will be entitled to vote on the appointment of directors. Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol MNTN.U. We expect that the shares of Class A common stock and warrants comprising the units will begin separate trading on the NYSE under the symbols MNTN and MNTN WS, respectively, on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the underwriter permits earlier separate trading and we have satisfied certain conditions. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 39 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 150,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 8,250,000 Proceeds, before expenses, to us $ 9.45 $ 141,750,000 (1) Includes $0.20 per unit, or $3,000,000 in the aggregate (or $3,450,000 in the aggregate if the underwriter s over-allotment option is exercised in full), payable to the underwriter upon the closing of this offering. Includes $0.35 per unit, or $5,250,000 (or up to $6,037,500 if the underwriter s over-allotment option is exercised in full) in the aggregate payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and payable to and released to the underwriter only upon the consummation of an initial business combination as described herein. See Underwriting for a description of this compensation and other items of value payable to the underwriter. Of the net proceeds we receive from this offering and certain of the proceeds from the sale of the private placement warrants, in each case, described in this prospectus, $153,000,000, or $175,950,000 if the underwriter s over-allotment option is exercised in full ($10.20 per unit in either case), will be deposited into a U.S. based trust account with American Stock Transfer & Trust Company, LLC acting as trustee, and we will have approximately $2,600,000 million of remaining proceeds from the sale of the private placement warrants available to pay fees and expenses in connection with the closing of the offering and for working capital following the closing of this offering. The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager BofA Securities The date of this prospectus is , 2021. Table of Contents to the nearest whole number the number of warrants to be issued to such holder. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option and that our sponsor will forfeit 562,500 founder shares to us for no consideration. Our Company We are a newly organized blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Throughout this prospectus we will refer to this as our initial business combination. Our ability to locate a potential target is subject to the uncertainties discussed elsewhere in this prospectus. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any industry, we currently intend to concentrate our efforts in identifying businesses in the wealth management industry, including independent financial advisory providers as well as wealth management-focused technology companies ( Wealthtech companies). We believe the wealth management industry is highly attractive due to a number of factors including (1) a large total addressable market ( TAM ), (2) strong growth in the market for independent financial advice, (3) opportunities to capitalize on the technological disruption impacting the industry and (4) a large universe of attractive potential targets for our initial business combination. We have assembled a team consisting of our management, board of directors and strategic advisors collectively our Founders with deep expertise in all aspects of wealth management including growing businesses, scaling technology, marketing, product development and risk management. Experience among our Founders includes senior executive management positions at leading wealth management providers including Goldman Sachs Global Private Client, Citigroup Global Private Bank, Envestnet / Yodlee, BNY Mellon, Boston Private Financial Holdings, Fidelity, Hartford Funds, Mercer Advisors, MetLife Investment Management, TIAA, U.S. Trust and the Harvard Management Company Endowment Board. We will seek to capitalize on the decades of domain expertise, deep network of relationships, and significant access to deal flow offered by industry veterans who comprise our Founder group. Our Investment Themes In pursuing an initial business combination, we intend to concentrate our efforts in identifying independent financial advisory providers and Wealthtech companies. We believe the wealth management industry is highly attractive due to a number of factors including: A large TAM: The Boston Consulting Group estimates that there was approximately $100 trillion total personal financial wealth in North America at the end of 2019. Strong growth in the market for independent financial advice: Independent financial advisory firms, including Registered Investment Advisors (referred to herein as RIAs), independent broker-dealers, national and regional broker-dealers and hybrid RIAs, collectively managed 12.3 trillion in 2019, representing total growth of 140% since 2009 compared to total asset growth at full-service broker dealers, referred to herein as wirehouses, of 86% over the same period.1 Opportunities to capitalize on the technological disruption impacting the industry: In recent years, the wealth management industry has seen a proliferation of disruptive technology solutions in both the direct-to-consumer and business-to-business contexts. These technology solutions enable stronger and more comprehensive service offerings and drive operational efficiencies across the wealth management value chain. 1 The Cerulli Report - U.S. Advisor Metrics 2020. Exhibit 2.07: Advisor-Managed Assets, 2009 -2019. Table of Contents A large universe of attractive potential targets for our initial business combination: There are a large number of independent financial advisory providers and Wealthtech companies in North America operating at meaningful scale. The wealth management industry has demonstrated its strength and resiliency in light of several economic disruptions in recent decades, supported by multiple factors including GDP performance, higher disposable incomes and higher rates of saving. Independent, Fee-Based Financial Advisory Historically, wealth management services were provided primarily through large wirehouses, banks and insurance company-owned businesses. Over the last decade, distribution, services and solutions have shifted away from the larger legacy firms to independent financial advisory firms, including independent financial advisory firms, RIAs, independent broker-dealers and hybrid firms. This shift has been driven by a number of factors including increasing consumer demand for asset management fee-based advice as opposed to commission-based models and the increasing availability of third party technology solutions that enable independent advisors to offer high-quality, comprehensive service offerings to their clients while operating their businesses more efficiently. A number of market trends are contributing to growth opportunities for independent financial advisory firms. Although the independent advisor channel has experienced higher growth compared to the wirehouse channel as described above, wirehouses still managed $7.9 trillion, or 35% of total advisor managed assets, as of 2019.2 We believe generational wealth transfer is likely to result in opportunities for independent financial advisory firms to continue to gain market share it is estimated that nearly $70 trillion of wealth will be transferred from ageing households to their heirs and to charities over the next 25 years,3 and 66% of heirs change financial advisors after inheriting money.4 Independent financial advisors can gain a competitive advantage by (1) offering high quality digital client interfaces as a key component of the advisor-client relationship, (2) using technology to provide better and more personalized advice more efficiently and (3) incorporating the concepts of sustainability and social consciousness into their services offerings and culture. Wealthtech Technology is increasingly playing a role in disrupting the traditional wealth management industry, whether in the form of easy-to-use digital interfaces for consumers and financial advisors or allowing for more efficient middle and back office operations for wealth management providers. Technology solutions span the client lifecycle from acquiring younger clients just beginning their wealth journey through the wealth decumulation phase of retirement. Modern, digitally-based client interfaces are becoming increasingly important as younger, digital native demographics come to represent a larger portion of total investable assets due to their own wealth creation as well as due to generational wealth transfer. The Wealthtech market experienced record financings of companies in 2020 according to CB Insights, with $3.7 billion in total Wealthtech financing across 157 transactions, representing a more than 50% increase from the $2.4 billion of financings in 2019. During the six months ended June 30, 2021, funding to Wealthtech companies totaled $10 billion, exceeding the full year 2020 total.5 Opportunities in Wealthtech include both direct-to-consumer services as well as business-to-business solutions: Direct-to-consumer: As consumers increasingly seek technology-enabled solutions for financial services, a number of companies now offer digital-first investment management services, trading 2 Cerulli Report, 2009-2019. 3 The Cerulli Report - U.S. High-Net-Worth and Ultra High-Net-Worth Markets, 2020. 4 InvestmentNews:The great wealth transfer is coming, putting advisers at risk, 2015. 5 CB Insights, State of Wealth Tech Q2 21 Report: Investment & Sector Trends to Watch, 2021. Table of Contents platforms, financial planning services and investment-related information. Technology-enabled automated investing services, known as robo-advisors are expected to reach $830 billion in assets under management in North America by 2024 according to Business Insider Intelligence, and digital-first, no-fee brokerage platforms are taking share from legacy alternatives.6 Business-to-Business Solutions: There are a number of companies offering innovative business-to-business solutions across the wealth management ecosystem including front office, middle office, back office and end-to-end solutions. These solutions are intended to provide financial advisors with tools to better serve their clients and improve the efficiency of their operations and minimize costs. It is estimated that more than half (52%) of wealth management practices with $500 million or more in assets under management are heavy Wealthtech users, and they collectively account for $5.5 trillion in assets under management. Business-to-business solutions include Turnkey Asset Management Programs or TAMPs, which enable financial advisors to outsource the management of their clients investments, as well as solutions to support financial planning and goals-based advice, proposals and client onboarding, customer relationship management and marketing, portfolio management, trading, portfolio accounting, compliance and client reporting and billing.7 Our Differentiators Our key differentiators include (1) our disciplined focus on the highly attractive wealth management market (2) our management, board of directors and strategic advisors who possess the depth and breadth of experience necessary to succeed in the wealth management sector including our experience scaling businesses organically and inorganically, delivering best of breed products and services, leveraging technology, driving successful marketing efforts, and managing risk, and (3) our collective commitment to fostering diversity and inclusion as a key guiding principle. We plan to combine with and continue to build a world-class wealth management platform with leading-edge technology at its core, leveraging the collective knowledge, network and expertise of our Founders. Our team of Founders includes financial services and wealth management sector executives and investors well positioned to draw upon a vast network to identify opportunities that have the potential to generate attractive risk-adjusted returns for our stockholders. Their deal-sourcing network, ranging from industry executives, private owners, private equity funds, and investment bankers will enable us to evaluate a large number of potential opportunities within the wealth management sector. The complementary networks of our Founders will provide a high degree of credibility to us as our management team works to identify and engage in dialogue with potential targets. Upon completion of this offering, our Founders will communicate with their network of relationships to articulate our initial business combination criteria and will begin the disciplined process of pursuing and reviewing promising leads. Our team s value creation abilities are not limited to the sourcing experience, as our management team has historically created value through operational and strategic enhancements with a long-term track record of building next-generation financial services platforms. Our Founders bring a diverse combination of operating, investing, financial and transaction experience, as well as extensive governance, regulatory and public company leadership experience creating value for stockholders. While our management team has experience across a number of industries, our specific expertise and experience in wealth management and financial technology will differentiate us in the areas where we intend to concentrate our focus. Each of these attributes will be further supported by the expertise of our board of directors and strategic advisors and will position us to identify, acquire and transform a target business and quickly and successfully grow into a market leader. 6 Business Insider Intelligence, 2020. 7 Cerulli Edge US October, 2020. Table of Contents Furthermore, we intend to conduct our business activities in a manner consistent with the United Nations Decent Work and Economic Growth goal (one of 17 United Nations 2015 Sustainable Development Goals), which seeks to promote sustained, inclusive and sustainable economic growth, full and productive employment and decent work for all. To meet this objective, our sponsor plans to allocate a portion of its founder shares to seed a non-profit foundation that we intend to establish in connection with this transaction to focus on increasing diversity and inclusion in the United States. We believe that our ability to source, evaluate and execute value enhancing strategies for businesses within the wealth management sector, combined with our commitment diversity and inclusion, are highly differentiated and will lead to superior returns for our stockholders. Acquisition Criteria We have developed the following strategic, non-exclusive investment criteria that we will use to screen for and evaluate target businesses. We will seek to acquire a business that exhibits some or all of the following criteria: operates in the wealth management industry, including independent financial advisory firms, RIA firms, hybrid RIA firms, independent broker-dealers, multi-family office platforms, and Wealthtech companies has a strong management team with a track record of driving growth and profitability, and can benefit from the vast network, experience and guidance of our Founders can benefit from being a publicly-traded company, with access to broader capital markets, to achieve the company s business strategy can enhance stockholder value through a combination with us, and offer an attractive risk-adjusted return for our stockholders These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission (the SEC ). We may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination. We intend to acquire a company with an enterprise value significantly above the net proceeds of this offering and the sale of the private placement warrants. Depending on the size of the transaction or the number of public shares we become obligated to redeem, we may potentially utilize several additional financing sources, including but not limited to the issuance of additional securities to the sellers of a target business, debt issued by banks or other lenders or the owners of the target, a private placement of equity or debt, or a combination of the foregoing. If we do not complete our initial business combination within the required time period, including because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient to meet our obligations or our working capital needs, we may need to obtain additional financing. Management Team Experience among our Founders includes senior executive management positions within the wealth management businesses of leading global banks (e.g., Goldman Sachs Global Private Client and Citigroup Global Private Bank), insurance companies (e.g., The Hartford and MetLife Investment Management), Wealthtech companies (e.g., Envestnet | Yodlee), other leading wealth management and financial services firms (e.g., Banamex U.S., Boston Private Financial Holdings, Fidelity Investments, TIAA, and U.S. Trust) and a leading educational institution (Harvard University). Our management team will consist of Adam Dooley, our Chief Executive Officer, and Jacqueline Shoback, our Chief Operating Officer, who will both be supported by our non-executive directors and our strategic advisors. Table of Contents Adam Dooley Mr. Dooley has served as our Chief Executive Officer and Director since March 2021 and as our Chairman since October 2021. Mr. Dooley has nearly 30 years of experience in the financial services industry, with expertise in the wealth management sector and extensive experience in executive leadership positions. Mr. Dooley has led international transformation initiatives for several leading publicly traded companies in the wealth management space. Since January 2021, Mr. Dooley has served as the Founder, Chairman and Chief Executive Officer of Belay International Corporation, a private equity firm that links accomplished executives with sophisticated investors to create high-value opportunities with the potential to deliver significant investment returns. From December 2019 to December 2020, Mr. Dooley served as President of PREP Securities, a broker-dealer subsidiary of the Prep Property Group, a fully integrated real estate development and management company. From February 2014 to December 2019, Mr. Dooley served as a Managing Director and Partner of CR Capital Group LLC, a financial firm that formed joint ventures with many of the leading alternative investment management firms in the United States. At CR Capital Group he led advisory and joint partnerships with alternative investment managers to create capital raising platforms in the private wealth management sector. From November 2012 to December 2013, Mr. Dooley served as Vice President and National Sales Manager of U.S. Individual Retirement Savings at MetLife, Inc. From March 2008 to October 2012, Mr. Dooley served as Managing Director and Head of Wealth Management, EMEA at MetLife, where he led wealth management practices across Europe and the Middle East with accountability for 12 countries. Mr. Dooley started his career in the Fixed Income Trading Division of Salomon Smith Barney in 1994, where he later joined the Private Client Group as an Investment Advisor. In 1998, Mr. Dooley joined The Hartford, a registered investment advisor and a subsidiary of Hartford Funds Management Group, Inc. Mr. Dooley led The Hartford s United Kingdom business, serving as Vice President and Country Manager of Hartford United Kingdom. He received his Bachelor s degree in Business Administration from the University of Southern California s Lloyd Greif Center for Entrepreneurial Studies. He also received an MBA from IMD University in Switzerland, where he was awarded the prestigious International Consulting Project Award for his work with Swiss Life and Bain Consulting analyzing Europe s retail financial advice sector. Jacqueline Shoback Ms. Shoback has served as our Chief Operating Officer since March 2021 and as a Director since September 2021. Ms. Shoback brings extensive experience in executive leadership of wealth management companies and direct investments experience, and she has served on the board of directors of leading financial services companies. In January 2020, Ms. Shoback co-founded and currently serves as Managing Director of 1414 Ventures, a venture capital firm focused on investing in early-stage companies in the digital identity sector. From February 2015 to January 2020, Ms. Shoback worked at Boston Private Financial Holdings, a wealth, trust and private banking services company which was publicly-traded until it was acquired by SVB Financial Group in June 2021. She held several C-suite roles during her tenure including Chief Executive Officer of the Emerging Businesses & Client Experience at Boston Private Bank & Trust Company, or Boston Private Bank, a wholly-owned private banking and trust company subsidiary of Boston Private Financial Holdings. Ms. Shoback was also an Executive Director on the board of directors of the Boston Private Bank from October 2017 until January 2020. From December 2010 to January 2015, Ms. Shoback served as Senior Vice President and Head of Retail and Individual Marketing at Teachers Insurance and Annuity Association of America, or TIAA, a wealth management and financial services provider. From 2006 to 2009, Ms. Shoback served as Senior Vice President and Head of High Net Worth and Mass Affluent Marketing segments at Fidelity Investments, two segments where she restructured the offering and sales and service models which drove increased loyalty and asset consolidation. Ms. Shoback also served as Senior Vice President of National Sales and Service Distribution at Table of Contents Fidelity Investments, from January 2004 to December 2006. Ms. Shoback previously has held various roles at Staples, including Vice President and Head of Opportunity Markets of its U.S. Retail Division. In addition, since 2017, Ms. Shoback has served as a member of the Board of Directors and both the Audit & Human Resources and Compensation Committees of CUNA Mutual Group, a mutual insurance company that provides financial services to cooperatives, credit unions and their members, and other customers in the United States. Ms. Shoback received an MBA from Harvard Business School and her Bachelor s degree in Economics and Political Science from Wellesley College. Non-Executive Directors Nominees Peter Scaturro Mr. Scaturro has served as a Director and as the Lead Independent Director since September 2021. Mr. Scaturro has extensive senior executive leadership experience at leading global financial institutions, with a focus on wealth management and private banking. Since 2010, Mr. Scaturro has served as a Private Investor for PKS LLC, a private investment firm that he founded. From 2007 to 2009, Mr. Scaturro served as a Partner at Goldman Sachs Global Private Client business. During his time at Goldman Sachs, he was a member of the firm-wide Goldman Sachs Business Practices Committee and served on the Investment Management Division Operating Committee. From 2005 to 2007, Mr. Scaturro served as the Chief Executive Officer of U.S. Trust, where he added significant depth to the management team, increased the size of the sales force and introduced an open architecture capability. While at U.S. Trust, Mr. Scaturro was a member of the Executive Committee of Charles Schwab, which owned U.S. Trust at the time. Mr. Scaturro also served as Chief Executive Officer of Citigroup Global Private Bank from 1999 to 2004. He is a former Partner at Bankers Trust, which was acquired by Deutsche Bank in 1999. In addition, since September 2020, Mr. Scaturro has served as member of the Board of Advisors of Electus Global Education Co., a developer and manufacturer of youth financial literacy, entrepreneurship and career education technology. Since June 2014, Mr. Scaturro has also served as a Director and Vice Chairman of Orthobond Corporation, a biotechnology company focused on developing antimicrobial surface technology, where he also served as Non-Executive Chairman from 2016 to 2020. Mr. Scaturro received his Master s degree in Engineering and his Bachelor s degree in Engineering at Columbia University. Elizabeth Mora Ms. Mora has served as a Director since September 2021. Ms. Mora has more than 30 years of leadership experience in financial operations and corporate governance. From August 2008 to August 2020, Ms. Mora served as Chief Administrative Officer, Vice President for Finance and Administration, and Treasurer at Charles Stark Draper Laboratory, a $750 million research and development innovation laboratory spun out of the Massachusetts Institute of Technology. From 2006 to 2008, Ms. Mora served as Chief Financial Officer of Harvard University, where she served on the Harvard Management Company Endowment Board which managed approximately $35 billion in assets at the time. From 1997 to 2006, Ms. Mora served as the Associate Vice President of Research and Administration of Harvard Table of Contents University. Ms. Mora is a former Senior Manager of the National Regulatory Consulting Practice at PriceWaterhouseCoopers. In addition, since May 2012, Ms. Mora has served as a Board of Directors member and Compensation Committee Chair at MKS Instruments, Inc., a publicly-traded semi-conductor and advanced market technology company with a market capitalization of $9 billion. Ms. Mora has also served as a member of the Board of Directors of Inogen, Inc., a publicly-traded medical technology company that primarily develops, manufactures and markets portable oxygen concentrators, since May 2021, and Limoneira Company, a publicly-traded agribusiness, rental operations and real estate development company, since October 2021. Since October 2018, Ms. Mora has served as an Advisory Board member at Cambridge Trust Company, a publicly-traded local wealth management bank with $4 billion in assets. From February 2016 to June 2020, she served as Chair of the Board of Directors of GCP Applied Technologies, a publicly-traded manufacturer of chemicals and materials used in construction. Ms. Mora is a Certified Public Accountant in Massachusetts and received an MBA from Simmons University and a Bachelor s degree in Political Science from the University of California, Berkeley. W. Brian Maillian Mr. Maillian has served as a Director since September 2021. Mr. Maillian brings 40 years of experience with deal execution in the financial services industry. Since 1993, Mr. Maillian has served as the Chairman and CEO of WhiteStone Global Partners LLC, a Certified Minority-Owned and Controlled Business Enterprise. WhiteStone has served as a financial advisor to certain United States government agencies, providing services on more than $50 billion of advisory transactions, asset sales, and securitizations. WhiteStone is now an alternative investment asset management firm, with an expertise in structured credit, affordable housing and private equity. In 1984, Institutional Investor Magazine selected a mortgage transaction structured by Mr. Maillian, as Collateralized Mortgage Obligations ( CMO ) Deal of the Year for the $500 million Citicorp Homeowners, Inc. CMO, which was the first ever private label CMO. From August 2001 to June 2017, Mr. Maillian also served as Principal at Rideau Lyons & Co., a boutique investment banking firm that specializes in banking, trading and underwriting municipal and corporate securities. From January 1999 to August 2003, Mr. Maillian was a Co-Founding Partner, Managing Partner and served as Chairman of the Investment Committee of Olympius Capital, L.P., a Minority-Owned Hedge Fund of Funds. From 1981 to 1988, Mr. Maillian served as a Vice President of The First Boston Corporation, an investment bank, where he ran the Mortgage Banking Securitized Group and advised on more than $10 billion in mergers, acquisitions, and divestitures. Mr. Maillian began his investment banking career in 1977 at Salomon Brothers and subsequently worked at Greenwich Capital. From 2008 to 2012, Mr. Maillian served on the Board of Directors of the UCLA Alumni Association. Mr. Maillian earned his MBA at the University of California, Los Angeles, or UCLA, in Accounting and Finance, and he earned a Bachelor s degree in Mathematics and Computer Science from UCLA. Strategic Advisors Anil Arora Anil Arora, one of our strategic advisors, brings 20 years of executive leadership experience within financial technology companies focused on the wealth and personal finance sectors. He also brings significant direct investing and corporate governance experience. Table of Contents From Feburary 2000 to November 2015, Mr. Arora served as Chief Executive Officer of Envestnet | Yodlee, a data aggregation and analytics platform that was acquired by Envestnet in 2015. From November 2015 to February 2019, Mr. Arora served as the Chief Executive Officer of Envestnet | Yodlee and from November 2015 to October 2021, Mr. Arora served as a member of the Board of Directors of Envestnet. Mr. Arora is currently a Senior Partner at the TIFIN Group, a private equity firm launched in 2018 with a focus on building first-in-category financial technology companies to shape the future of investor experiences. Within TIFIN Group, he also serves as an Executive Co-Chairman of Positivly, a company that has engineered the an innovative financial personality test. He served as the Senior Vice President at Gateway, a computer hardware company, from June 1998 to February 2000 and he also served as the Vice President of Marketing and Strategy of North America of the Pillsbury Company from April 1995 to May 1998. Additionally, Mr. Arora was the Business Director of the Cheese Division of Kraft Foods, from June 1984 to April 1995. Mr. Arora currently serves as an Independent Director on the Board of Directors of Conagra Brands. Mr. Arora received an MBA from the University of Michigan and his Bachelor s Degree in Business Administration and management from Rockford College. Rebecca Macieira-Kaufmann Rebecca Macieira-Kaufmann, one of our strategic advisors, brings nearly 30 years of executive leadership within the financial services industry. She is a seasoned executive with expertise in digital technology implementation, wealth management and scaling of new businesses. Ms. Macieira-Kaufmann is a founding member of RMK Group, a company which works with start-ups in all phases of growth and in industries including wealth management. At RMK Group, she advises Chief Executive Officers on business strategy, growth plans, and governance. From 2016 to 2020, Ms. Macieira-Kaufmann served as the Head of the International Personal Bank U.S. at Citigroup where she owned a multibillion-dollar full profit and loss line of business serving offshore wealth needs of multinational clients. At Citigroup, she also served as Chairman of the Board, President and Chief Executive Officer of Banamex U.S. and President of California and Nevada. Prior to Citigroup, she served as Executive Vice President at Wells Fargo from 1996 to 2008 and as a Vice President at Providian Bancorp from 1993 to 1996. Ms. Macieira-Kaufmann also serves on the board of directors at Revolut Holdings U.S., a financial technology company based in the U.K., and is a Growth Advisory Council Member of Duco, a software company based in the U.K. serving financial services firms. Ms. Macieira-Kaufmann received an MBA from Stanford University and her Bachelor s degree in Semiotics from Brown University. Summary of Risks Related to Our Business An investment in our Class A common stock involves a high degree of risk. Among these important risks are the following: We are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by our management team and members of our Board may not be indicative of future performance of an investment in us. Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though holders of a majority of our common stock do not support such a combination. Table of Contents If we seek stockholder approval of our initial business combination, our sponsor has agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock. The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that would produce value for our stockholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent COVID-19 outbreak and the status of debt and equity markets. We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.20 per share or less than such amount in certain circumstances, and our warrants will expire worthless. As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public stockholders or public warrant holders, which may influence a vote on a proposed business combination and reduce the public float of our Class A common stock. If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A common stock. Table of Contents Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.20 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants will expire worthless. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our sponsor or management team to fund our search for a business combination, to pay our franchise and income taxes as well as expenses relating to the administration of the trust account and to complete our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business combination. Certain agreements related to this offering may be amended without stockholder approval. The securities in which we invest the proceeds held in the trust account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received by stockholders may be less than $10.20 per share. You should carefully read and consider the information set forth under the heading Risk Factors and the other information in this prospectus for an explanation of these risks before investing in our Class A common stock. Our Acquisition Process We believe that conducting comprehensive due diligence on prospective investments is particularly important within the wealth management industry. We will utilize the diligence, rigor and expertise of our management and members of our board of directors to evaluate potential targets strengths, weaknesses and opportunities to identify the relative risk and return profile of any potential target for our initial business combination. Given our management team s extensive tenure investing in the wealth management industry, we expect that we will often be familiar with the prospective target s end-market, competitive landscape and business model. In evaluating a potential target business, we expect to conduct a comprehensive due diligence review to seek to determine a company s quality and its intrinsic value. That due diligence review may include, among other things, financial statement analysis, detailed document reviews, multiple meetings with management, consultations with relevant industry experts, competitors, customers and suppliers, as well as a review of additional information that we will seek to obtain as part of our analysis of a target company. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors or strategic advisors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of Financial Industry Regulatory Authority, Inc. ( FINRA ) or another entity or independent accounting firm that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view. Members of our management team, including our officers and directors, will directly or indirectly own our securities following this offering and, accordingly, may have a conflict of interest in determining whether a Table of Contents particular target company is an appropriate business with which to effectuate our initial business combination. Each of our officers and directors, as well as our management team, may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers, directors, and management team members was included by a target business as a condition to any agreement with respect to such business combination or if such entities or management teams sponsor economics are the subject of negotiation in connection with such potential transaction. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Each of our directors, director nominees and officers presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or may be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will be permitted by our organizational documents to discharge his or her fiduciary or contractual obligations to present such opportunity to such entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. Our sponsor, officers, directors and strategic advisors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our sponsor, officers, directors and strategic advisors are not required to commit any specified amount of time or resources to our affairs and, accordingly, will have conflicts of interest in allocating management time and resources among various business activities, including identifying potential business combinations and monitoring the related due diligence. Initial Business Combination So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or Table of Contents experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our stockholders. However, if required under applicable law, any proxy statement that we deliver to stockholders and file with the SEC in connection with a proposed transaction will include such opinion. We will have until 15 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, but are not obligated to, extend the period of time to consummate a business combination by two additional three-month periods (for a total of up to 21 months from the closing of this offering to complete a business combination). Our stockholders will not be entitled to vote on, or redeem their shares in connection with, any such extension. This feature is different from some other special purpose acquisition companies, in which any extension of the company s period to consummate an initial business combination would require a vote of the company s stockholders and in connection with such vote stockholders would have the right to redeem their public shares. Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into between us and American Stock Transfer & Trust Company, LLC, in order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees, upon five business days advance notice prior to each deadline, must deposit into the trust account an additional $0.10 per share of Class A common stock (in each case, $1,500,000, or up to $1,725,000 if the underwriter s over-allotment option is exercised in full) on or prior to the date of such deadline. At such additional deposits, in each case, our sponsor or its affiliates or designees will receive an additional 1,000,000 private placement warrants, or up to 1,150,000 private placement warrants if the underwriter s over-allotment option is exercised in full, with the same terms as the original private placement warrants. In the event that we receive notice from our sponsor five business days prior to a deadline of its intent to effect an extension, we intend to issue a press release announcing such intention at least three days prior to such deadline. In addition, we intend to issue a press release the day after a deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate an initial business combination within such time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust account, less up to $100,000 of interest to pay dissolution expenses and net of interest that may be used by us to pay our franchise and income taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law and as further described herein, and then seek to dissolve and liquidate. We expect the pro rata redemption price to be approximately $10.30 per share of common stock if we were to extend the period of time to consummate our initial business combination once, and approximately $10.40 per share of common stock if we were to extend the period of time to consummate our initial business combination twice (in each case, regardless of whether or not the underwriter exercises its over-allotment option), without taking into account any interest earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders. Any party may co-invest with us in the target business at the time of our initial business combination or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity- Table of Contents linked securities. We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a specified future issuance throughout this prospectus. The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. This is not an offer for any specified future issuance. Pursuant to the anti-dilution provisions of our Class B common stock, any such specified future issuance would result in an adjustment to the conversion ratio such that our sponsor and its permitted transferees, if any, will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all common stock outstanding upon completion of this offering, plus all shares issued in the specified future issuance, unless the holders of a majority of the then-outstanding shares of our Class B common stock agreed to waive such adjustment with respect to the specified future issuance at the time thereof. We cannot determine at this time whether a majority of the holders of shares of our Class B common stock at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of shares of our Class B common stock, but would reduce the percentage ownership of holders of shares of our Class A common stock. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of shares of both classes of our common stock. We anticipate structuring our initial business combination so that the post-business combination company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business Table of Contents with which our initial business combination is not ultimately completed will result in us incurring losses and will reduce the funds we can use to complete another business combination. Corporate Information Our executive offices are located 4041 MacArthur Blvd, Newport Beach, CA 92660 and our telephone number is (949) 610-0835. We maintain a corporate website at www.belayoneverest.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of shares of our Class A common stock held by non-affiliates equals or exceeds $250 million as of the prior June 30, or (2) our annual revenues equals or exceeds $100 million during such completed fiscal year and the market value of shares of our Class A common stock held by non-affiliates equals or exceeds $700 million as of the prior June 30. Table of Contents The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors of this prospectus. Securities offered 15,000,000 units (or 17,250,000 units if the Underwriter s over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-half of one redeemable warrant. Proposed NYSE symbols Units: MNTN.U Class A common stock: MNTN Warrants: MNTN WS Trading commencement and separation of shares of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such day is not a business day, the next succeeding business day) unless the underwriter informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units, and accordingly, we will round down to the nearest whole number the number of warrants to be issued to holders. Only whole warrants will trade. If, upon separation of the units, a holder of warrants would be entitled to receive a fractional warrant, we will round down to the nearest whole number the number of warrants to be issued to such holder. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Table of Contents Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the shares of Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriter s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter s over-allotment option. Units Number outstanding before this offering 0 Number outstanding after this offering 15,000,000 (or 17,250,000 if the underwriter exercises the over-allotment option in full) Common stock: Number outstanding before this offering 4,312,500 shares of Class B common stock (up to an aggregate of 562,500 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised)(1) Number outstanding after this offering 18,750,000 shares of Class A common stock and Class B common stock (or 21,562,500 if the underwriter exercises its over-allotment option in full)(1) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 5,733,333 (or 6,333,333 if the over-allotment option is exercised in full) Number of warrants to be outstanding after this offering and the sale of private placement warrants 13,233,333 (or 14,958,333 if the underwriter exercises the over-allotment option in full)(1) (1) Founder shares are currently classified as Class B common stock, which shares will automatically convert into Class A common stock at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated certificate of incorporation. Such Class A common stock delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. Table of Contents Exercisability Each whole warrant is exercisable to purchase one share of Class A common stock, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units. If, upon separation of the units, a holder of warrants would be entitled to receive a fractional warrant, we will round down to the nearest whole number the number of warrants to be issued to such holder. In addition, only whole warrants will trade. We structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units issued by some other similar blank check companies that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions) and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination; and 12 months from the closing of this offering; Table of Contents provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if shares of our Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Table of Contents Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period ; and if, and only if, the last reported sale price (the closing price ) of our Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Stockholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period or we require the warrants to be exercised on a cashless basis as described below. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of our Class A common stock over the exercise price of the warrants by (y) the fair market value per warrant. No fractional shares of Class A common stock will be issued upon exercise of a warrant in connection with a redemption. If, upon such exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the Table of Contents number of shares of Class A common stock to be issued to the holder. Please see Description of Securities Warrants Public Stockholders Warrants for additional information. The fair market value of our Class A common stock for the above purpose shall mean the volume weighted average price of our Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. None of the private placement warrants will be redeemable by us. Founder shares On March 15, 2021, the sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering and formation costs in consideration of 5,750,000 shares of Class B common stock, up to an aggregate of 750,000 of which were subject to forfeiture by our sponsor depending on the extent to which the underwriter s over-allotment option is exercised. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. On September 24, 2021, we repurchased 1,437,500 shares of our Class B common stock from the sponsor for an aggregate purchase price of $6,250, which is equal to the original purchase price therefor. As of the date of this offering, the sponsor will hold 4,312,500 shares of Class B common stock, up to an aggregate of 562,500 of which will be subject to forfeiture by the sponsor depending on the extent to which the underwriter s over-allotment option is exercised. If we increase or decrease the size of this offering, the voting power of each share of Class B common stock will be adjusted such that the aggregate voting power of all shares of Class B common stock issued and outstanding at the consummation of this offering shall equal 20.0% of the voting power of all shares of common stock issued and outstanding upon completion of this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor and each member of our management team and board of directors have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of our initial Table of Contents business combination; (ii) waive their redemption rights with respect to their founder shares and any public shares held by them in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of shares of our Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or 18 months or 21 months, as applicable) or any other approved extension of such period or (B) with respect to any other provision relating to the rights of holders of shares of our Class A common stock and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within the period specified in our amended and restated certificate of incorporation (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at the meeting. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our sponsor s founder shares, we would need 5,625,001 shares, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 937,501 shares, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 15,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved; the founder shares will automatically convert into shares of our Class A common stock at the time of our initial business combination as described below adjacent to the caption Founder shares conversion and anti-dilution rights and in our amended and restated certificate of incorporation; and the founder shares are entitled to registration rights. Table of Contents Transfer restrictions on founder shares Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earlier of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends and similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination (provided that the 30-trading day period must be completed prior to any such transfer, assignment or sale), or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any founder shares. Founder shares conversion and anti-dilution rights The founder shares are designated as shares of Class B common stock and will automatically convert into shares of Class A common stock, which such shares of Class A common stock delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if we do not consummate an initial business combination, at the time of our initial business combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock issued and outstanding upon completion of this offering, plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Table of Contents Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated certificate of incorporation may be amended only by approval of at least 90% of the shares of our Class B common stock voting in an annual meeting. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 5,733,333 private placement warrants (or 6,333,333 if the overallotment option exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($8,600,000 in the aggregate, or $9,500,000 in the aggregate if the overallotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The private placement warrants will be non-redeemable and exercisable on a cashless basis (see Description of Securities Warrants Private Placement Warrants ). A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that, at the time of closing, $153,000,000 (or $175,950,000 if the underwriter exercises its over-allotment option in full) will be held in the trust account. If we do not complete an initial business combination within 15 months from the closing of this offering (or 18 months or 21 months, as applicable), the proceeds held in the trust account, including the portion of the purchase price of the private placement warrants deposited in the trust account, will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. If we anticipate that we may not be able to consummate our initial business combination within 15 months and we elect to extend the period of time to consummate a business combination by either one or two three-month periods (as further described herein), our sponsor or its affiliates or designees must, in each case, deposit into the trust account an additional $0.10 per share of Class A common stock (in each case, $1,500,000, or up to $1,725,000 if the underwriter s over-allotment option is exercised in full). At such additional deposits, in each case, our sponsor or its affiliates or designees will receive an additional 1,000,000 private placement warrants, or up to 1,150,000 private placement warrants if the underwriter s Table of Contents over-allotment option is exercised in full, with the same terms as the original private placement warrants. Transfer restrictions on private placement warrants The private placement warrants (including the shares of Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants. Cashless exercise of private placement warrants Holders of private placement warrants may elect to exercise them on a cashless basis, in which case they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants being exercised, multiplied by the excess of the fair market value (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value shall mean the average reported closing price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. Proceeds to be held in trust account Of the net proceeds we will receive from this offering and certain of the proceeds from the sale of the private placement warrants, in each case, described in this prospectus, $153,000,000, or $175,950,000 if the underwriter s over-allotment option is exercised in full ($10.20 per unit in either case), will be deposited into a segregated trust account located in the United States with American Stock Transfer & Trust Company, LLC acting as trustee. The proceeds to be placed in the trust account include $5,250,000, or $6,037,500 if the underwriter s over-allotment option is exercised in full, in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), our amended and restated certificate of incorporation, as discussed below, will provide that the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public stockholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those shares of Class A common stock that such stockholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares stockholders properly elect to redeem in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to provide holders of shares of our Table of Contents Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or 18 months or 21 months, as applicable) or (B) with respect to any other provision relating to the rights of holders of shares of our Class A common stock, and (c) the redemption of our public shares if we have not consummated our business combination within 15 months from the closing of this offering (or 18 months or 21 months, as applicable) or such longer period as is approved by our stockholders, subject to applicable law. Public stockholders who redeem their shares of our Class A common stock in connection with a stockholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 15 months from the closing of this offering (or 18 months or 21 months, as applicable) or such longer period as is approved by our stockholders, with respect to such shares of Class A common stock so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Except as described above with respect to the payment of franchise and income taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.10% per year, we estimate the interest earned on the trust account will be approximately $150,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of the sale of the private placement warrants and this offering not held in the trust account, which will be approximately $2,000,000 in working capital after the payment of approximately $600,000 in expenses relating to this offering; and any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances; and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Table of Contents Right to extend period to complete initial business combination We will have until 15 months from the closing of this offering to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, but are not obligated to, extend the period of time we will have to consummate an initial business combination by two additional three-month periods (for a total of up to 21 months from the closing of this offering to complete a business combination), subject to our sponsor contributing, in each case, $0.10 per share of Class A common stock to the trust account. Our stockholders will not be entitled to vote on, or redeem their shares in connection with, any such extension. This feature is different from some other special purpose acquisition companies, in which any extension of the company s period to consummate an initial business combination would require a vote of the company s stockholders and in connection with such vote stockholders would have the right to redeem their public shares. Conditions to completing our initial business combination So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our stockholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. However, if required under applicable law, any proxy statement that we deliver to stockholders and file with the SEC in connection with a proposed initial business combination will include such opinion. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. We may structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will complete our initial business combination only if the post-business combination company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination Table of Contents may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post- business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Permitted purchases and other transactions with respect to our securities If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going- private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive Table of Contents officers, advisors or their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A common stock or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.20 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public stockholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team and board of directors has entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination, and (ii) a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of shares of our Class A common stock Table of Contents the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or 18 months or 21 months, as applicable) or any other approved extension of such period or (B) with respect to any other provision relating to the rights of holders of shares of our Class A common stock. Limitations on redemptions Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination (so that we do not then become subject to the SEC s penny stock rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. We currently intend to conduct redemptions in connection with a stockholder vote unless Table of Contents stockholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a stockholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at the meeting. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our sponsor s founder shares, we would need 5,625,001 shares, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 937,501 shares, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 15,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and then voting agreement of our sponsor, may make it more likely that we will consummate our initial business combination. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business Table of Contents combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of stockholders holding more than 15% of the shares included in the units sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares included in the units sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares included in the units sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares included in the units sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our Table of Contents ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares included in the units sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public stockholders who properly exercise their redemption rights as described above adjacent to the caption Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriter its deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation will provide that we will have only 15 months from the closing of this offering (or 18 months or 21 months, as applicable) to consummate our initial business combination. If we have not consummated an initial business combination within 15 months from the closing of this offering (or 18 months or 21 months, as applicable), we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such Table of Contents redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 15 months from the closing of this offering (or 18 months or 21 months, as applicable) or any other approved extension of such period. Our sponsor and each member of our management team and board of directors have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 15 months from the closing of this offering (or 18 months or 21 months, as applicable) or any other approved extension of such period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). The underwriter has agreed to waive its rights to its deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within the period specified in our certificate of incorporation and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of shares of our Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or 18 months or 21 months, as applicable) or (B) with respect to any other provision relating to the rights of holders of shares of our Class A common stock; unless we provide our public stockholders with the opportunity to redeem their shares of our Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption Limitations on redemptions. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. Table of Contents Our amended and restated certificate of incorporation will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Delaware law. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in the amount of $10,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds from the sale of the private placement warrants or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Table of Contents Conflicts of Interest Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Delaware law, he or she will be permitted by our organizational documents to discharge such fiduciary or contractual obligations to present such business combination opportunity to such entity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. In addition, our sponsor, officers, directors and strategic advisors or their affiliates may sponsor other blank check companies similar to ours during the period in which we are seeking an initial business combination, and members of our management team, our directors or our advisors may participate in such blank check companies. These relationship may present additional conflicts of interest in pursuing an acquisition target. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a business combination agreement, reduce the amount of funds in the trust account to below (i) $10.20 per share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of permitted withdrawals for tax and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third party (including such target business) who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity or contribution of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently investigated or verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have also not asked our sponsor to reserve for such indemnification obligations. None of our officers or directors will indemnify us for claims by third parties, including, Table of Contents without limitation, claims by vendors and prospective target businesses. Risks We are a newly organized company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this prospectus. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001865120_broad_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001865120_broad_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9168793130a5c06c53ec2f6d8a19ff9f9fd26e5d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001865120_broad_prospectus_summary.txt
@@ -0,0 +1 @@
+summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. We are a newly organized blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target with respect to a potential initial business combination with us. We currently intend to concentrate our efforts identifying those businesses engaged with emerging and transformational technologies, focusing particularly on businesses operating within the general aviation and aerospace industry, and the unmanned aircraft systems (UAS) and advanced air mobility (AAM) industries. New and disruptive technologies are driving vital changes across these industries, and we believe these developments will continue to accelerate over the next several years. We believe that our broad industry knowledge and relationships will provide many potential targets that could become attractive public companies. We will explore and scrutinize targets with diverse range of business models and financial characteristics, including those from high-growth, early-stage innovators to more mature and established businesses with predictable cash flows. We are seeking to invest in a business or businesses where we believe our management team can increase shareholder value and deliver attractive investor returns. We plan to seek a target with a strong, defensible market position and robust growth prospects that will benefit from our involvement. Our Investment Objective and the Industry Opportunity We have specifically formed a preeminent management team, board of directors and advisory board with significant, advanced air mobility ("AAM"), aerospace and aviation services experience in order to source, evaluate and execute a merger with a company that would benefit from access to the public markets and the skills of our management team. Aviation Industry The global aerospace and aviation services industries have experienced multi-decade, secular growth as demonstrated by multiple positive industry dynamics according to Deloitte s "2021 aerospace and defense industry outlook report." First, the global fleet count grew 17.8% from 2014, resulting in over 26,000 commercial aircraft in 2018. The next 10 years is expected to see 3.4% net annual growth, increasing the number to 35,501 according to the 2017-2027 Global Fleet & MRO Market Forecast Summary Report, which forecasts that the passenger fleet is forecast to grow to nearly 10,300 by 2027.1 The aviation market was valued at $169.72 billion in 2020 and is projected to reach about $303 billion by 2026, with a compound annual growth rate ("CAGR") of more than over 7.6% between 2021-2026 according to Mordor Intelligence s new study, "Aviation Market – Growth, Trends, Covid-19 Impact, and Forecasts (2021 – 2026." Despite the pandemic s impact, several aircraft manufacturers have commenced an increase in their production rates with a plan to return aircraft production rates across segments to the pre-COVID-19 levels as early as possible. The newer generation aircraft offer better fuel efficiency and safety for commercial and general aviation customers and better situational awareness and tactical advantage for military customers. The newer generation aircraft is expected to drive market growth between 2021-2026 according to Mordor Intelligence s study. Moreover, the commercial aircraft segment is also projected to witness the highest CAGR between 2021 and 2026; already major commercial aircraft manufacturers such as Airbus and Boeing have increased aircraft production and delivery rates. The year 2020 witnessed a substantial increase in demand for cargo operations, driving freighter operators to order new aircrafts including, in January 2021, Atlas Air Worldwide Holdings, Inc. ordered four new Boeing 747-8 freighter aircraft that will enable the company to meet the strong customer demand in the airfreight market. We believe that the principal technologies and sectors with massive potential include: zero emission propulsion technologies, artificial intelligence, internet of things (IoT), UAS, AAM, etc., as means to increase safety, convenience, efficiency, service precision, asset utilization, customer satisfaction, and to reduce carbon emission, traffic congestion and capital investment. There are also emerging fields of application, from autonomous safety inspection, delivery of medical supplies and organs for transplant, parcel delivery, crop and fishery monitoring, cattle ranching, power transmission line, rail and pipeline patrol, public security, forest fire monitoring and early warning, etc. Applications will only be limited by imagination. From a geographic standpoint, our target sectors are globally integrated, and we target to capture opportunities high growth markets such as North America and Asia Pacific. We have observed that Global Aerospace and Defense (A&D) industry revenue is expected to begin to recover in 2021 after a difficult year in 2020. Despite the ongoing pandemic, a Deloitte industry analysis concluded that space launches for the first half of 2020 were mostly at par with previous years; the 41 successful launches were only slightly below the five-year average of successful launches (43) according to the 2021 aerospace and defense industry outlook. Study by Deloitte. As funding continues to increase and costs decline, the space industry is likely to experience increased opportunities, primarily in satellite broadband internet access. In 2020, space investments remained strong at $25.6 billion, and the momentum for investments is likely to remain solid in 2021 as well. Space launch services are expected to record strong growth in 2021, with the market forecast to grow more than 15.7% year over year. The rocket propulsion market is anticipated to record a valuation of $8 billion by 2027, according to the most recent study by Global Market Insights Inc. released in July 2021. While the industry has been affected by the pandemic, we believe that continued technological developments in 2021 are likely to drive growth and shape the A&D industry over the long term. Some technologies that could transform the A&D industry according to the Deloitte study include: Advanced air mobility (AAM): This new travel method could bring a complete paradigm shift and entirely transform mobility. 2021 could see more players entering the AAM market and an increased number of original equipment manufacturers ("OEMs") advancing to piloting and testing phases, paving the way for commercialization. Hypersonic: The defense sector in the United States has been actively pursuing the development of hypersonic weapons since the early 2000s, and its recent efforts have been primarily focused on hypersonic glide vehicles and cruise missiles. It has also been working on fast-tracking the development and near-term deployment of hypersonic systems and is likely to conduct three flight tests of its hypersonic glide body in 2021. 1 2021 aerospace and defense industry outlook. Deloitte United States. https://www2.deloitte.com/us/en/pages/manufacturing/articles/global-aerospace-and-defense-industry-outlook.html. 2 Aviation Market - Growth, Trends, Covid-19 Impact, and Forecasts (2021 – 2026), https://www.mordorintelligence.com/industry-reports/aviation-market 1 Electric propulsion: As technology evolves rapidly, several companies globally are developing electric propulsion systems, which could reduce carbon emissions, make flights quieter, and decrease costs. Hydrogen-powered aircraft: As OEMs across the globe continue to produce more fuel-efficient and environmentally friendly aircraft, hydrogen fuel as a power source is increasingly being recognized. Drone Market In 2016, the global drone industry growth took flight when the Federal Aviation Administration (FAA) granted hundreds of new exemptions for companies to operate drones in the U.S. through FAA Part 107. These exemptions included several new use cases in multiple industries, such as insurance, construction, and agriculture — each of which demonstrates the broad range of commercial drone applications.3 The drone services market size is expected to grow to $63.6 billion by 2025, and Insider Intelligence predicts consumer drone shipments will hit 29 million by 2021. Sales of US consumer drones to dealers surpassed $1.27 billion in 2020, according to Consumer Technology Association. Goldman Sachs forecasts the total drone market size to be worth $100 billion—supported by this growing demand for drones from the commercial and government sectors. Insider Intelligence predicts total global shipments to reach 2.4 million in 2023 – increasing at a 66.8% CAGR. Drone growth is expected to occur across five main segments of the enterprise industry: (i) agriculture, (ii) construction and mining, (iii) insurance, (iv) media and telecommunications, and (v) law enforcement, as discussed further here: Drones in agriculture: The UN projects that the world s population will reach a massive 9.7 billion by 2050, causing agricultural consumption to rise 69% between 2010 and 2050. And considering most of the farmers and agriculture companies using drones are big-ag-owned farms that manage thousands of acres of land, the potential for drone growth in agriculture is extensive. Drones in construction and mining: Drone use in construction and mining could eventually become a $28.3 billion global market, according to PwC. Businesses within these industries are leveraging drones to adhere to the extensive laws and regulations surrounding worker safety more easily. Drones in insurance: It is estimated that the average global annual cost of insurance claims from natural disasters has increased eight-fold since 1970. Because of this, insurance firms will likely leverage drone technology to provide faster and more accurate property assessments. Drones in media and telecommunications: Drone use potential in media and telecommunications is endless from key application areas for drones in telecoms are maintenance monitoring and keeping infrastructure and installations in good condition The range of commercial applications — known as drone-powered solutions (DPS) — is already immense and constantly growing.4 Drones in law enforcement: Drones are currently used by police forces for a variety of situations including surveilling expansive open areas, negotiating hostage situations, pursuing armed suspects, and investigating bomb threats. 3 Intelligence, I. (2021, February 4). Drone market outlook in 2021: industry growth trends, market stats and forecast. Business Insider. https://www.businessinsider.com/drone-industry-analysis-market-trends-growth-forecasts?r=MX&IR=T. 4 https://www.strategyand.pwc.com/m1/en/reports/telecom-operators-in-the-age-of-drones.pdf 2 We believe that the future of aviation is simply reacting to the new wave of technology and following the trends to stay abreast with the demands and expectations of the modern passengers, which is why, we expect that new technology will disrupt the air travel experience. Some disruptive technology on which we intend to focus are highlighted in a new market study by Cigniti Technologies:5 1. Artificial Intelligence: Cigniti Technologies predicted a CAGR of 46.4% for artificial intelligence (AI) in the aviation market by 2023. AI is used to deliver a personalized traveling experience to the passengers in order to generate the maximum customer satisfaction. 2. Big Data: The shift towards democratization of data is empowering the sector to take strategic decisions backed by facts. Coupled with AI and machine learning, big data is helping the industry to predict and forecast consumer behavior in order to fine tune their strategy. 3. Automation: As machines are becoming smarter with the latest advancements in technology, pilotless planes can soon become a reality. Hybrid RPA, integrated with the cognition of AI, can make it feasible for an aircraft to complete a journey without manual intervention. 4. Biometrics: Biometric technologies such as facial recognition, fingerprint authentication, and retinal scanning will become the default way of verification. With the integration of biometric systems for border control, airport check-ins, on-boarding, migration formalities, the entire verification process will soon become paperless. 5. In-flight connectivity: The world is increasingly getting interconnected and connectivity is becoming a business necessity. The airline passengers will expect even in-flight connectivity in the coming days, getting rid of the need to disconnect phones in the air. We expect to utilize the benefits of new technologies in our target industries, such as in AI, machine learning, electric and hybrid propulsion, advanced materials and manufacturing technologies, control systems, advanced telecommunications, autonomous flight operations, networked satellite systems as well as other evolving technologies. Our team is composed of seasoned industry leaders and experienced capital investors, and it has a robust network in our target industries and significant experience in the sourcing, due diligence, acquisition and execution of strategic investments. Further, our team has a global, demonstrated track-record of executing investments and managing follow-on growth in our target industries, with transaction sizes ranging from the hundreds of millions to multiple billions. We intend to partner with the management and owners of one or more high-quality companies seeking an alternative to a traditional initial public offering ("IPO"). We will use our management team s significant venture capital and private equity experience in sourcing transactions and due diligence to identify and negotiate a combination with an enduring business. The traditional IPO process entails significant preparation, commitment of time and resources and entails meaningful uncertainty. As a result, management and owners are searching for viable public market alternatives. We believe that the combined experience of our management, members of our Board and our advisors, represents a compelling alternative combined with the potential for long-term value creation. Over the course of their careers, our management team, members of our Board and our advisors, have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of opportunities. This network has been developed through both investing and operating experience across a broad range of sectors, including diversified business services, technology, telecommunications, media and entertainment, pharmaceutical and consumer healthcare, financial services and financial technology, consumer products, energy and power, real estate including real estate services and related businesses, environmental services, mobility and electrification of the transportation industry and insurance and insurance related services. We expect these networks will provide us with a robust flow of opportunities for a potential business combination. Our investment strategy will seek to promote responsible and purposeful business standards, and will be focused on the following three types of companies: Businesses that contribute scalable solutions in the aviation, machine learning and AI space, which have positive fundamental growth drivers that deliver attractive financial returns and measurable impact when considering environmental, social and corporate governance ("ESG") factors; 5 "The Future of Air Travel in a new age of technology" – Cigniti Technologies. https://www.cigniti.com/blog/aviation-future-technology/ 3 Best-in-class businesses that benefit all stakeholders, where we can leverage our impact management expertise to maximize the companies positive impacts, build a stronger brand and value proposition, and drive financial return; Businesses which do not currently have best-in-class impact management practices but where there is an opportunity to reorient and transform currently negative aspects of business operations to generate positive outcomes; and in doing so, build a more sustainable and resilient business model with a more attractive, less risky and more future-proofed financial return. While we will not be limited to a particular industry segment or geographic region, as we believe our management and Board of Directors experience allows us to evaluate targets that have the potential to accelerate financial value creation while also having a measurable net positive impact on the environment and society; provided however, we expressly disclaim any intent to and we will not pursue a business combination with a target company (either directly or through any subsidiaries) in China, Hong Kong or Macau nor will we consummate a business combination with any such entity. Our management team s efforts to seek a suitable business combination target will be complemented by the experience and network of our Board of Directors. In addition, our management team, Board of Directors and Advisory Board members will utilize their extensive networks of seasoned industry operators and advisors to help us identify potential targets and effect the initial business combination in a more efficient process. We believe that our team and vision will make us an attractive partner for founders and owners in the industries in which we plan to pursue business combination targets. Our Competitive Strengths We believe that the combined capabilities of our management team, independent director nominees and advisors, as discussed below, will enable us to source and execute an attractive initial business combination for our shareholders. Our team has broad and significant relationships with domestic and international corporations, industry leaders, and defense and security agencies, among other potentially beneficial parties and entities. We believe that our team will enable a potential target to expand access to partners, customers and key decision makers worldwide. Our competitive strengths include: Seasoned industry operators, with technology, process, governance, and supply chain depth that will bring beneficial guidance and insight to bear through mentorship, governance, and operational involvement with prospective target companies; Sophisticated investment team with comprehensive and successful track-record of identifying and pursuing strong M&A targets, as well as negotiating, structuring and executing large-scale and global transactions that will help us to design and consummate a transaction that delivers on our investment thesis; Board members and management team with significant expertise and differentiated networks that we believe will be attractive to target businesses and help provide a pipeline of proprietary transaction opportunities; Robust public company track record with extensive insight into and thorough understanding of industry trends, competitive dynamics, new technology developments, commercial and defense industrial and supply chain capabilities, as well as military procurement and sourcing networks, derived from the team s collective decades of experience working within our target industries; and Ability to assess, develop and attract top industry leaders and talent, both before and after the initial business combination, with an emphasis on mentoring and values-based leadership, excellence and integrity. Our Management Team Our management team is led by Johann Tse, Chief Executive Officer, who is the founder of Aquarian Capital, LLC, which advises corporate buyers and sellers worldwide on M&A transactions. Previously, Mr. Tse was the Director of International M&A with Yum! Brands where he led acquisitions, divestitures and franchising transactions across its quick service restaurants portfolio across many countries and previously created and managed the corporate venture capital program for Rohm and Haas Company focusing on new materials and material-enabled technologies, and helped broaden the Company s avenues for growth, in addition to corporate strategic planning and M&A responsibilities. Our management team is also led by Rongrong (Rita) Jiang, CFA, our Chief Financial Officer, who brings an extensive background in domestic and international business focusing on accounting, finance, investment and management, as a Chartered Financial Analyst. Ms. Jiang brings significant experience conducting due diligence to potential target investment companies, negotiating investment terms and creating transaction structures working closely with portfolio companies, and providing value-add services such as introducing strategic partners, clients, industry investors, relevant government authorities. Moreover, we are led by four exceptional independent directors who bring exceptional experience, professionalism, knowledge that is integral to the Company and are committed to our success. 4 Johann Tse, our Chief Executive Officer, has more than 30 years of experience in the fields of corporate operation and management, venture capital, and multinational mergers and acquisitions and has served as an independent board member of several Chinese companies listed in the United States in sectors including tourism, media and restaurant supplies manufacturing and sales. As a pioneer, investor and cross-cultural entrepreneur, he brings deep insights and rich experience for the formulation and implementation of corporate development strategies for businesses in Asia, Europe and North America on a global scale. Mr. Tse founded Aquarian Capital, LLC in August 2005, which specializes in advising international mergers and acquisitions and investments. Aquarian Capital has founded and manages companies in several sectors, covering North America, Greater China, Israel, Asia, Europe and Latin America. Aquarian Capital s current initiatives include the development and financing of renewable energy projects, including overall planning of engineering, procurement and construction ("EPC") and beyond. Projects include photovoltaic, wind energy and pumped-storage hydroelectricity in North America, Latin America, Asia, Africa and Europe. Aquarian Capital also develops and operates large-scale organic farms in Mexico that serves the US market. Aquarian Capital was an early-stage investor in Boston Heart Diagnostics, which was later sold to Eurofins Scientific. Prior to founding Aquarian Capital, Mr. Tse was the director of international acquisitions and mergers of Yum! Brands from 2004 to 2005 where he acquired and sold a number of businesses in Asia, Western Europe, Russia and the Americas, including the successful acquisition of Russia s largest fast-food chain. Prior to this, he was responsible for strategic planning, corporate mergers and acquisitions, and founded and managed the corporate venture capital department for Rohm and Haas (now part of Dow Chemical), a major U.S. specialty chemicals company, from 2000 to 2004, focusing on venture capital investment in material science companies in semiconductors, optoelectronics, nanotechnology, etc. during which he conducted in-depth investigation of more than 140 companies. Mr. Tse was an active advocate for corporate VC investments and collaboration to accelerate innovation and step-out growth. Mr. Tse previously served as the chief representative of the British/Hong Kong conglomerate Swire Group in Shanghai and Beijing from July 1990 to December 1998 where he was responsible for government relations, corporate development, and the formulation and implementation of its China strategy. During this time, Mr. Tse set up 13 joint ventures and wholly-owned enterprises across different industries in China for Swire. He also led a joint venture food company between Swire Group and Coca-Cola in Guangzhou, China, successfully established and operated a limousine business for Swire Group in Hong Kong, expanded Coca-Cola beverage sales channels, and developed markets for telecommunications and software products. Mr. Tse was the founder and vice chairman of the Shanghai Hong Kong Chamber of Commerce, a board member of the British Chamber of Commerce in Shanghai, and an executive director of the Hong Kong Chamber of Commerce in China. He has been a mentor to MBA students at Southern Methodist University in Dallas, co-founder of the Dallas Business Club and 2009 president, and currently as board member of the Dallas Committee on Foreign Relations. He co-founded and served as director of the Texas-Israel Chamber of Commerce. He has been board member of the Circle Ten Council, Boy Scouts of America. He is a frequent speaker at various international conferences on venture capital, M&A, and renewable energy. Mr. Tse graduated with a Bachelor s of Science in electronics engineering from the Chinese University of Hong Kong and an MBA from INSEAD, Fontainebleau, France. His early academic research included waveguides, integrated optics and digital video transmission, and published several papers in Institute of Electronic and Electrical Engineers ("IEEE") journals and at international conferences. Rongrong (Rita) Jiang, CFA, our Chief Financial Officer, brings more than a decade s worth of experience in entrepreneurship, senior executive management, corporate finance, management consulting and venture capital investment. Ms. Jiang is a founding partner of Ginger Capital LLC since April 2011 that provides comprehensive investment and strategic advisory services to companies on market expansion, cross-border merger and acquisition, private and public financial reporting, IPO preparation and strategic partnership planning, etc. Ginger Capital s core team consists of well-known industry veterans, seasoned mergers and acquisitions specialists, investors and finance experts. Ms. Jiang is also a founding partner of Whitestone Investment Management LLC since April 2015 that focuses on early-stage venture investment in technology companies around the world. Within Whitestone, Ms. Jiang is responsible for discovering new investments, growing the company s network of shareholders and facilitating cross-border collaborations between companies and investors in the US and Asia. She mentors innovative, high-potential startups looking to scale up through strategic relationships with stakeholders in Whitestone s network. Whitestone Investment Management, under her leadership, has invested in several tech companies involved in 3D, revenue management and collection of offline purchase data to gain insights on shopper behavior. 5 Prior to founding Ginger Capital LLC and Whitestone Investment Management, Ms. Jiang was a director of Woodlake Group from March 2011 to June 2013. Woodlake is a private investment firm specializing in technology transfer, cross-border M&A and raising private equity. Prior to that, she served as Executive Vice President of Finance of V Media Corp. (formerly China New Media Corp.) from February 2010 to December 2014, where she was in charge of the company s overall public market activities including quarterly and annual financial filing, audit preparation, investor relations and corporate secretarial practices. She was Vice President of Hayden Communications International from May 2008 to July 2009. Ms. Jiang has been a board member for a number of companies, such as Bionik (China) Medical Technology Co., Ltd, a joint venture in medical devices, and Jade International Financing and Leasing Co., Ltd., an alternative financing and equipment leasing firm focused on serving the business needs of middle market enterprises, and providing custom financing programs for equipment suppliers ranging from medical devices to energy related equipment and telecommunications gears, etc. Ms. Jiang is a CFA charter holder. She received a Bachelor of Science degree from University of Science and Technology, China, and a Master of Science degree in Chemistry from Northwestern University, Chicago. Our Independent Director Nominees Our efforts to seek a suitable business combination target will be complemented and augmented substantially by the expertise and network of relationships of our current executive team, who each have extensive experience in business and financial matters. In addition to our seasoned executive team, we have assembled a prestigious group of four independent director nominees, including Messrs. Wayne Trimmer, Nicholas Shao, Teck-Yong Heng and Keith Adams. For example, Wayne Trimmer brings more than 30 years of noteworthy corporate management and business development experience in the aviation industry and Mr. Shao brings decades of deal sourcing and investment experience. Mr. Heng brings experience with numerous industries, such as consumer and consumer technology, healthcare and life sciences, transportation and logistics (civil aviation and airports), clean tech, infrastructure and utilities (electricity and natural gas networks), including part of a team that executed the sale of three natural gas power generation companies in Singapore with a total transaction value of $8 billion and Mr. Adams brings 20 years of expertise in telecom, IT innovation and management. Overall, our board will be a driving force in our efforts to identify a target and effect a business combination and may invest personal capital in the transaction. The Company s independent director nominees bios are presented here. Wayne Trimmer, our Independent Director Nominee, Chair of our Compensation Committee, and Member of the Audit Committee, is Founder and President of IBS-Aquarian LLC since 2004, an international business development advisory firm. He brings extensive business development, sales and operations experience with focus on aerospace and defense industries. He has participated in public offerings, mergers and acquisitions, market entry, joint ventures and strategic partnerships. Mr. Trimmer s functional focus includes business process outsourcing (BPO), aircraft maintenance, repair and overhaul (MRO) and system sustainment, business aviation, and telecommunication. His geographic coverage includes the Americas, Europe, Asia, Russia, and Middle East and North Africa (MENA) region. Mr. Trimmer provides client-centric project management for domestic and international clients. He has deep understanding of industry dynamics, extensive professional network with key executives and government officials, and strong cultural sensitivity. Mr. Trimmer s previous aerospace industry roles include Senior Project Director at Lockheed Martin from 1993 to 1997, where he was responsible for providing global aerospace and defense logistics, training and supply chain services. He was previously Director of Contract and Commercial Management with Airbus Group (including EADS and A rospatiale) from 1989 to 1993, where his responsibility included both domestic US and international business development and FAA certifications and compliance agreements for commercial, military, and paramilitary aircraft for law enforcement applications including spare parts supply chain and subcontractor certification as FAA repair stations. Prior to Airbus Group, he served as Director of Contracts at DynCorp International. Mr. Trimmer served in the United States Marine Corps as aircrew flying the Douglas A-4M/OA-4M series "Skyhawk" light attack aircraft and led twenty-five Marines in a communication, navigation, fire control and electronics system division. He has been an active member of Dallas Committee on Foreign Relations, a member of World Affairs Council, a member of Business Executive for National Security (BENS). He also served as the President of the North Texas National Defense Industrial Association (NDIA), and the Chairman of the AirPower Council. Mr. Trimmer holds a Master s of Science in Management from Boston University and a Bachelor s degree in Aviation from Southern Illinois University. 6 Nicholas Shao, Independent Director Nominee, Chair of our Nomination Committee and Member of the Audit Committee, is the Founder of Ningfeng Capital, Ltd. in November 2015 and an angel investor with a portfolio of more than 10 companies. Ningfeng Capital invests in private companies of various stages in China and brings decades of deal sourcing and investment experience. Prior to founding Ningfeng Capital, from 2002-2014, Mr. Shao served as Deputy Head of Investment for China and Managing Director at Carlyle Asian Growth Partners in Shanghai with more than $2 billion assets under management, where he was a key member of The Carlyle Group s China growth capital/venture capital fund. He performed deal sourcing, execution and post-investment management and monitoring of a large number of portfolio companies in China, Hong Kong and Taiwan. Before Carlyle, from 2000-2002, Mr. Shao was an Equity Research Analyst at Credit Suisse First Boston, based in Hong Kong and Taipei, where he was member of #1 ranked technology equity research team in Asia. In this role, he provided detailed coverage of Taiwanese semiconductor memory/TFT-LCD sectors with ten companies under coverage. Mr. Shao began his professional career at Digital Equipment Corporation where he was a senior software engineer and project manager and managed the consulting office at Microsoft. Mr. Shao coordinated more than thirty digital employees onsite, negotiated with Microsoft managers on cost sharing and technical issues and managed the team that translated Microsoft Internet software to run on Digital s proprietary hardware. The resulting product contributed significantly to increased workstation sales. Mr. Shao received an MBA at Columbia Business School and has a Bachelor of Science in Computer Science from University of Washington. Teck-Yong Heng, Independent Director Nominee, Chair of our Audit Committee and Member of our Compensation Committee, brings more than 20 years of private equity and M&A experience most recently as an independent Board Member, Audit Committee Chairman, and Compensation Committee Chairman for NASDAQ listed LiXiang Education Holding Co. Ltd. (NASDAQ: LXEH) since October 1, 2020, an independent Board Member, Audit Committee Chairman, for NASDAQ listed WiMi Hologram Cloud Inc. (NASDAQ: WIMI) since May 27, 2021 and the managing partner of C2 Partners ("C-Squared Partners"), a China focused consumer sector private equity fund since May 2018. Before founding C-Squared Partners, he was managing director in QianHai Fund of Funds ("Qianhai FoF"), a Shenzhen headquartered fund which was founded in 2016 with assets under management of approximately $4.5 billion, where Mr. Heng led and recommended public and private equity direct investments in addition to LP commitments into private equity/venture capital funds. Prior to Qianhai FoF, Mr. Heng worked at Pavilion Capital (an affiliated entity of Temasek Holdings) from 2012 to 2016, Temasek Holdings from 2004 to 2012, Cambridge Associates from 2003 to 2004, Singapore Power International from 2001 to 2003, and Arthur Andersen from 1998 to 2001. During his career, he was involved in direct investments in venture capital, private equity and public equity investing, in addition to investment in private equity funds with the various institutions he worked in. Industries which he had specialized investment experience ranged from consumer and consumer internet, media and advertising, healthcare and life sciences, aviation and transportation, utilities, clean technology etc. Prior to his direct investments experience, Mr. Heng was an auditor with an international public accounting firm and also in investment research and consulting. During his career to date, Mr. Heng has been based in Singapore, Hong Kong, Beijing, Shenzhen and Shanghai. 7 One of the largest transactions in his career included the concurrent sale of three natural gas power generation companies in Singapore with a total transaction value of $8 billion. This set of M&A transactions spanned 5 years of planning and execution and completed successfully in the midst of the 2007/2008 global financial crisis. The three transactions are (1) $3.1 billion divestment of Tuas Power to China Huaneng Group (March 2008); (2) $2.5 billion divestment of Senoko Power to LionPower (Consortium comprising Marubeni, GDF Suez, Kansai, Kyushu, JBIC); (September 2008); (3) $2.4 billion divestment of PowerSeraya to Sabre Energy Industries / Malaysia YTL Power (March 2009). The set of transactions were awarded a series of M&A and private equity awards from the industry media in 2009. As a Singaporean, Teck-Yong served in the Singapore military from 1992-1995 as an instructor in the School of Military Medicine and later as a Platoon Sergeant in a Combat Support Hospital in the reservist unit. Mr. Heng graduated from Nanyang Technological University with a bachelor s degree in Accountancy (with Honors) and is a graduate of Harvard Business School s General Management Program. He is a Chartered Financial Analyst (CFA), Chartered Accountant (CA), Chartered International M&A Expert (IM&A) and a member of Singapore Institute of Directors. Keith Adams, Independent Director Nominee, Member of our Compensation Committee, and Member of our Nomination Committee, brings executive leadership and direction in the management and operation of all information systems and technology investment projects and is responsible for all aspects of strategic IT planning. Since January 2016, Mr. Adams has served as the Director of Operations and approves and leads China Century Capital s private equity funds, IPOs and strategic partnership towards information technology and electronics products. The financial investments that Mr. Adams approves follow innovation initiatives and corporate organization in collaboration with business and technology leaders across the company. The partnership explores emerging technologies and assesses their impact on the company s business, prototypes, and evaluates new concepts. Mr. Adams also recommends product improvements and safety features prior to seeking investors for products. Mr. Adams is also responsible for industry standards and technical writing. Before joining China Century Capital, Mr. Adams served as a senior network engineer for design and distribution with Pennsylvania Power and Light (PPL) in the automation department from January 2015 to January 2016. While employed with PPL, he worked with the R&D team plus he engineered and designed network systems for cellular modems that utilized AT&T Mobility 3G and LTE networks to control the transmission and distribution of electricity from nuclear power plants, coal power plants and energy substations. While with PPL, Mr. Adams was awarded engineer of the year for 2015. Before his employment with PPL, Mr. Adams channeled his career with AT&T Mobility from 1999 to 2016 serving as a contract senior network engineer and eventually becoming an engineering project manager. During his career with AT&T Mobility, he conducted resource planning and analysis, engineered, personally lead turn-key projects, commissioned, programmed, and performed quality control audits towards the evolution of cellular telecommunications for TDMA, GSM, 3G, 4G and LTE networks. At the height of his career with AT&T Mobility, Mr. Adams managed more than 80 engineers in several markets throughout the United States, which included the turf areas of Philadelphia, New York City, New England, Washington D.C., Baltimore, the Carolinas, Atlanta, Houston and Los Angeles. During his employment with AT&T Mobility, Mr. Adams was awarded employee of the year for all of the United States for 2011. He was also the recipient of several employee of the month awards during his employment with AT&T Mobility. Mr. Adams began his professional career with the United States Navy in 1996 where he proudly served as a cryptologist and maintained a top-secret security clearance while encrypting and deciphering unknown communication codes using state-of-the art equipment. While serving on board the ship, USS Mt. Hood AE-29, Mr. Adams was a recipient of the sailor of the month award. Mr. Adams received his MBA degree in Innovation and Change Management at York St. John University, his Business Diploma in Business Administration with a focus in Management in Operations at International Business Management Institute, a Technical Degree in Network Systems and Telecommunications at Point to Point Technical Institute, and another Technical Degree in Cryptology and Military Intelligence at Naval Technical Training Center. In addition, we have engaged the services of ARC Group Ltd to provide financial advisory services in connection with this offering. We believe that our management teams expertise and experience in structuring complex transactions, accessing the capital markets, and leading special purpose acquisition corporations, combined with our extensive relationships through a network of advisors and affiliates, will make us a partner of choice for potential business combination targets. We expect to also take advantage of our management teams extended network in Asia to identify and analyze potential business combination targets. 8 Our Advisors In addition to our management team (including our board of directors) described above, the following individuals will serve as advisors to our sponsor in connection with the identification and evaluation of and negotiation and consummation with potential business combination targets that our sponsor may recommend to us particularly in the aviation space. Howard Thrall, President of Stonebriar Strategy Group, LLC since 2017, is a transformative senior business development executive specializing in aircraft and aviation as well as other technically advanced industries such as telecommunications and cybersecurity. He has a proven track record of global and domestic expertise in market analysis, planning, sales, marketing, team building, network development, and strategic partnerships. Mr. Thrall has played major strategic and operational roles in addressing early-stage corporate development challenges. He is recognized as an experienced business leader with accomplishments in sales, marketing, and developing new opportunities. Mr. Thrall is a skilled executive who excels in the identification, acquisition, and development of new businesses and "out-of-the-box" thinking. As Senior Vice President of Mitsubishi Aerospace Industries, Ltd. from October 2009 to March 2017, he was responsible for the MITAC sales team for the Americas which generated over $10 billion in orders. He was previously with McDonald Douglas (now part of Boeing) as Vice President, Sales and Marketing for Asia Pacific from May 1984 to September 1993. In this capacity he was responsible for over $6 billion in direct commercial aircraft sales, plus indirectly additional sales of $9 billion. He was also involved in international off-set and co-production, strategic partnering, and more. He conceived and structured a strategic $1 billion international off-balance sheet, risk sharing financing. Mr. Thrall has been EVP & COO of International Resource Associates, Inc., a timber resource production and export company, VP Global Business Development for AAR Corporation, VP International Marketing for World Airways, and has performed consulting assignments for various companies in and out of aerospace industry. Arne Thompson, Managing Partner of AB Aero Partners LLC. AB Aero Partners LLC was founded in 2015 as an Innovation leader in composite production, design and sourcing for structural and non-structural composite technology. Since its inception, AB Aero and their strategic partners have secured multiple contracts in Interiors, structural components and tooling for commercial, military aviation and the drone sectors. Mr. Thompson has more than 30 years of experience in C- and D-suite level positions in commercial aviation with the likes of top Fortune 50 companies including Boeing, Airbus, Honeywell and Zodiac (Safran). Most recently, with the acceleration of the drone sector, Mr. Thompson and AB Aero and their partners have produced drone components for Boeing and other significant players in the space. His extensive network touches the manufacture and most notably the current certification efforts in the drone market. During his career, Mr. Thompson has generated multiple seven figure contracts in aircraft interiors for crew rests, interior refits, structural components and drone production. Mr. Thompson earned a Bachelor s of Aeronautical Engineering from the University of Washington and Masters work at University of St. Thomas for International Management. He is a licensed private pilot, 100-ton Captain, speaks fluent French having lived and worked internationally throughout his career. He currently resides in Seattle, Washington. Larry Williams, President and CEO of Aviation Safety Resources and former CEO, President, and board member at BRS Aerospace (an aviation safety technology company) brings more than 30 years of high-performance C-level executive experience including as a professional board member, board adviser and industry leader. Mr. Williams is experienced in advanced technologies and product development. He has led strategic growth and change management with dedicated focus on growing and transforming targets which has provided bottom line efficiencies for a number of companies. Mr. Williams has had consistent success in maximizing company performance while driving growth, generating revenues, capture market share, improve profits, forecasting and enhanced shareholder value in domestic and international markets. Mr. Williams was educated in fire and safety engineering and aviation safety, and spent entire career in aviation safety business and served in the US Air Force and received the Air Force Commendation Medal. Notwithstanding such ties to China, we expressly disclaim any intent to and will not consummate a business combination with a target business (either directly or through any subsidiaries) with any operations in China, Hong Kong or Macau ever. Our Sponsor Our Sponsor is Broad Capital LLC, a newly-formed Delaware limited liability company founded on April 16, 2021, whose founders have accumulated broad industry expertise and transaction experience from advising and consulting to a diverse array of businesses. On May 7, 2021, our sponsor acquired 2,875,000 insider shares for an aggregate purchase price of $25,000, or approximately $0.010 per unit. Our officers and directors have a significant economic interest in our sponsor. As a result of the low acquisition cost of our insider shares, our sponsor, its affiliates and our management team could make a substantial profit even if we select and consummate an initial business combination with an acquisition target that subsequently declines in value or is unprofitable for our public stockholders. Thus, such parties may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their insider shares. 9 Notwithstanding our founder s and management team s past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our stockholders from any business combination we may consummate. You should not rely on the historical record of the members of our management team or our sponsor or their respective affiliates or any related investment s performance as indicative of our future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. Each of our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities intended to be registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we have entered into a definitive agreement regarding our initial business combination. For more information, see the section of this prospectus entitled "Management — Conflicts of
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001865248_piermont_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001865248_piermont_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8f292cb2d967f99d1fa06b9024262383a2852255
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001865248_piermont_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights certain information about us, this offering and selected information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you or that you should consider before investing in our ordinary shares. You should read the entire prospectus carefully, especially the information under Risk Factors set forth in this prospectus. This prospectus contains forward-looking statements, based on current expectations and related to future events and our future financial performance, that involve risks and uncertainties. Our actual results may vary materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set forth under Risk Factors, as well as other matters described in this prospectus. See Cautionary Notice Regarding Forward-Looking Statements. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association of the Company to be in effect upon completion of this offering; Capitalworks are to Capitalworks Investment Partners International Limited and its affiliates, including Capitalworks Emerging Markets. Companies Act are to the Companies Act (as amended) of the Cayman Islands as the same may be amended from time to time; forward purchase agreement are to the agreement entered into between us and Camber Base, LLC providing for the forward purchase units to the forward purchaser in a private placement to occur substantially concurrently with the closing of our initial business combination; forward purchase securities are to the forward purchase shares and forward purchase warrants; forward purchase shares are to our Class A ordinary shares to be issued to the forward purchaser pursuant to the forward purchase agreement; forward purchase units are to the units to be sold pursuant to the forward purchase agreement; forward purchase warrants are to warrants to purchase Class A ordinary shares to be issued to the forward purchaser pursuant to the forward purchase agreement; forward purchaser refers to Camber Base, LLC or any of its subsidiaries or affiliates, as determined by Camber Base, LLC, purchasing forward purchase securities; founder shares are to our Class B ordinary shares initially issued in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to holders of our founder shares prior to this offering; ordinary resolution are to a resolution adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; management or our management team are to our executive officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans or extension loans, if any; public shareholders are to the holders of our public shares, including our sponsor and members of our management team, and their respective affiliates, to the extent that our sponsor, members of our TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted. Subject to Completion, dated November 22, 2021 PROSPECTUS $200,000,000 Capitalworks Emerging Markets Acquisition Corp 20,000,000 Units Capitalworks Emerging Markets Acquisition Corp is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any potential business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target with respect to an initial business combination with us. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions with any business combination target. While we may pursue an acquisition opportunity in any industry or sector (other than as set forth herein), we intend to focus our search on high-growth companies operating in select emerging markets (excluding China), with the ability to replicate their business models sustainably across other emerging markets or translate their products, services or technologies to developed markets. We will not pursue or consummate an initial business combination with a target that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau). This is an initial public offering of our securities under the Securities Act of 1933, as amended, or the Securities Act. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, as described herein. Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the consummation of our initial business combination, including interest (net of taxes payable), divided by the number of then-outstanding Class A ordinary shares, subject to the limitations described herein. If we are unable to complete our initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering if the period of time to consummate a business combination is extended, as described in more detail in this prospectus), we will redeem 100% of our Class A ordinary shares for cash, subject to applicable law and certain conditions as described herein. Our initial shareholders, which include our sponsor, CEMAC Sponsor LP, own an aggregate of 5,750,000 Class B ordinary shares (up to 750,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis. Prior to or in connection with our initial business combination, only holders of our Class B ordinary shares will be entitled to vote, whether at a general meeting or by written resolution, on the election of and/or removal of directors. Incumbent directors will also have the ability to appoint additional directors or to appoint replacement directors in the event of a casual vacancy. Our sponsor has agreed to purchase 10,500,000 warrants (or 11,700,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, in a private placement that will close concurrently with the closing of this offering. We have entered into a forward purchase agreement with Camber Base, LLC, an affiliate of Brown University (the forward purchase investor ) pursuant to which the forward purchase investor or a subsidiary or affiliate thereof, as determined by the forward purchase investor (the forward purchaser ) will purchase $20.0 million of units (the forward purchase units ) consisting of one Class A ordinary share ( forward purchase shares ) and one-half of one warrant (the forward purchase warrants ) for $10.00 per forward purchase unit, in a private placement that will close substantially concurrently with the closing of our initial business combination. The forward purchase investor has agreed that the forward purchaser will not redeem any Class A ordinary shares held by it in connection with the initial business combination. Each whole forward purchase warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. The forward purchase warrants will have the same terms as the public warrants and the forward purchase shares will be identical to the Class A ordinary shares included in the public units being sold in this offering, except the forward purchase shares will be subject to transfer restrictions and certain registration rights and the forward purchase units will consist of only one-half of one forward purchase warrant. The purchase of the forward purchase securities will be made regardless of whether any of our Class A ordinary shares are redeemed by our public shareholders and are intended to provide us with a minimum funding level for our initial business combination. The proceeds from the sale of forward purchase securities may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination and for working capital in the post-transaction company. Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on the Nasdaq Global Market, or Nasdaq, under the symbol CMCAU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing. We expect our Class A ordinary shares and warrants comprising the units to begin separate trading on Nasdaq under the symbols CMCA and CMCAW, respectively, on the 52nd day following the date of this prospectus unless the representative of the underwriters permits earlier separate trading and we have satisfied certain conditions. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. You should carefully review and consider the section entitled Risk Factors beginning on page 39 of this prospectus. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Price to public $ 10.00 $ 200,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 11,000,000 Proceeds to us (before expenses) $ 9.45 $ 189,000,000 (1) Includes $0.35 per unit, or $7,000,000 in the aggregate (or up to $8,050,000 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and will only be payable upon consummation of our initial business combination. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $204,000,000, or $234,600,000 if the underwriters over-allotment option is exercised in full ($10.20 per unit in either case), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. No offer or invitation to subscribe for any securities is being made to the public in the Cayman Islands. Barclays Prospectus dated , 2021 You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different or additional information, and neither we nor the underwriters take any responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. TABLE OF CONTENTS management team and/or their respective affiliates purchase public shares, provided that any such holder s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public warrants or redeemable warrants are to (1) the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and (2) any private placement warrants or warrants issued upon conversion of working capital loans or extension loans that are transferred to third parties that are not our sponsor or its permitted transferees following consummation of our initial business combination; special resolution are to a resolution adopted by the affirmative vote of at least a two-thirds (2/3) majority (or such higher threshold as specified in the company s amended and restated articles of association) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; sponsor are to CEMAC Sponsor LP, a Cayman Islands exempted limited partnership; warrants are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), the private placement warrants, and any warrants issued upon conversion of working capital loans or extension loans; and we, us, our, Company or our Company are to Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company, or, where applicable, members of its management team. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and a subsequent issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. We prospectively refer to agreements between us and our sponsor, and members of our management team as having been entered into; such agreements are expected to be executed prior to the consummation of this offering. In addition, unless we indicate otherwise, the information in this prospectus assumes that the underwriters have not exercised their over-allotment option. TABLE OF CONTENTS General We are a newly formed blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions with any business combination target. While we may pursue an acquisition opportunity in any industry or sector (other than as set forth herein), we intend to focus our search on high-growth companies operating in select emerging markets (excluding China), with the ability to replicate their business models sustainably across other emerging markets or translate their products, services or technologies to developed markets. Sectors of particular interest include consumer and consumer technology, financial and business services, healthcare, and technology, media and telecom, or TMT. Our management team has deep investment and operational experience in these sectors. We will not pursue or consummate an initial business combination with a target (i) whose business activities can be shown to be supporting and facilitating the Sudanese government in its continuing sponsorship of genocidal actions and human rights violations in Darfur and/or is scrutinized by the EIRIS Conflict Risk Network in its Sudan Company Report, (ii) that manufactures tobacco products, in each case at the time of our initial business combination or (iii) that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau). Our Chief Executive Officer, Chief Financial Officer and Senior Advisor have over 60 years of combined experience, including investment origination and diligence, and investment and operating management, of private and public corporations across global emerging markets. Our Chief Executive Officer, Roberta Brzezinski, and Senior Advisor, Olivia Ouyang, are World Bank Group alumnae and prominent emerging markets private equity investors, with investment experience in Asia, Central Europe and Latin America. Over the past 23 years, Mses. Brzezinski and Ouyang have acted in a principal capacity or had executive responsibility for over $5 billion in assets under management across 44 distinct private equity investments in emerging markets companies and funds, with a return on capital, from the day of investment to the exit date, of 2.6x (on average) on exited private equity investments. These investments include, among others, Coway and JD.com (Asia), Masterlease (Central Europe) and Sura Asset Management (Latin America). Our Chief Financial Officer, Herman G. Kotz , is the former Chief Executive Officer and Chief Financial Officer of a Nasdaq-listed company. These individuals are supported by our independent directors and Advisory Committee, each comprised of individuals with deep emerging markets experience. Sponsor Overview Capitalworks Our sponsor is an affiliate of Capitalworks, a leading emerging markets multi-strategy private equity manager with a successful 13-year track record of investing in emerging markets companies across several investment verticals. Since its founding in 2006, Capitalworks has increased its assets under management from $245 million in 2008 to over $1 billion in 2020, and the number of Capitalworks investment professionals has grown from eight to 39, with over 160 years of collective investment experience in emerging markets. Capitalworks currently invests through seven alternative investment strategies, all focused on emerging markets. Ms. Brzezinski and Mr. Kotz are senior executives of Capitalworks, and Ms. Brzezinski leads the firm s global practice for growth equity investments across the middle-income markets of Asia, Central Europe and Latin America. They and Ms. Ouyang maintain deep relationships with leading businesspeople, private equity fund managers, entrepreneurs and management teams across the emerging markets, as well as with leading local and international financial institutions, driving Capitalworks proprietary access to investment opportunities. In connection with our initial business combination, we intend to leverage the perspective, partnership approach, patience, discipline, strategic input, operational support and track record of value creation that our senior team has developed over decades of investing in and building businesses across the emerging markets. Camber Base, LLC Our sponsor is supported by Camber Base, LLC, an affiliate of the Brown University endowment. The Brown University endowment refers to the collection of endowed gifts from generous supporters of Brown TABLE OF CONTENTS University, a research and teaching university based in Providence, RI. These gifts, designated by purpose by the benefactors, provide a long-term financial resource for the university s research initiatives and educational mission. The largest use of these funds is financial aid for undergraduate students. The endowment is managed as a single investment pool by a team of professional investors with oversight from the governing body of the university. We expect that investment professionals and advisors from the Brown University endowment, as well as university administrators and academic professionals to the extent relevant, may provide guidance to our management team throughout the process of identifying and selecting a target company for our initial business combination. Camber Base, LLC will appoint two members to our Advisory Committee. Information regarding Capitalworks and Camber Base, LLC is not a guarantee that the Company s performance will be successful. See Risk Factors Risks Relating to Our Management Team Past performance by Capitalworks, members of our management team or their respective affiliates may not be indicative of future performance of an investment in the Company. Executive Officers Roberta Brzezinski, our Chief Executive Officer and a director, leads Capitalworks global emerging markets practice and has 23 years of direct private equity investment experience across Asia, Latin America and Central Europe. She has also been named by the International Finance Corporation (World Bank Group) as an authorized non-executive director for IFC investee companies, and currently serves on a private company board in Eastern Europe. Prior to joining Capitalworks in January 2020, Ms. Brzezinski served as emerging markets private equity lead at Canadian pension fund CDPQ, where she spent five years leading investments in Latin America and India. She previously served as the Chief Investment Officer of TAU, an Asia-focused impact investor. Ms. Brzezinski was one of the original partners of Abris Capital, a growth buyout firm in Central Europe founded in 2007. Earlier in her career, she was an Asia-focused investor at Emerging Markets Partnership, the manager of the AIG Infrastructure Funds. Prior to that, she was an Eastern Europe-focused investor at New Century Holdings, and an investment officer at the IFC. Currently based in New York, Ms. Brzezinski has lived in Poland, Russia and Ukraine, with significant experience working and teambuilding across emerging markets. Ms. Brzezinski is a multilingual (French, Russian, Spanish, Polish) U.S. national and holds an AB, magna cum laude, from Harvard College and an MBA with honors from Georgetown University. Herman G. Kotz , our Chief Financial Officer, is a Capitalworks executive. Mr. Kotz served as the Chief Executive Officer of Net 1 UEPS Technologies, Inc., or Net 1, a Nasdaq-listed diversified payment technology and financial services firm with a focus on emerging markets, from May 2017 until September 2020, and was the Chief Financial Officer, Secretary and Treasurer of Net 1 from 2004 until February 2018. While Chief Financial Officer of Net 1, Mr. Kotz project-managed preparation of the company s primary listing on Nasdaq in 2004, together with Capitalworks founders, who were private equity owners of the business prior to their launch of the Capitalworks platform. Following the Nasdaq listing, he established compliance and reporting functions. He also served as a director of companies in which Net 1 had invested, including two bank holding companies, European e-money institutions, South African insurance and mobile operators. While at Net 1, Mr. Kotz was responsible for sourcing and executing more than 20 strategic investments worth $1 billion over nearly two decades, spanning multiple geographies including South Korea, Hong Kong, India, Europe and Sub-Saharan Africa. Mr. Kotz is a multilingual (German, Afrikaans) South African national. Based in Pretoria, he holds a Bachelor of Commerce in Accounting, with honors, and a Bachelor of Commerce in Accounting, cum laude, from the University of Pretoria, and has completed additional studies in taxation and treasury management. He is a qualified Chartered Accountant in South Africa. Senior Advisor Olivia Ouyang, our Senior Advisor and a director, joined Willett Advisors in November 2021 as Head of Global Venture and Asia. She has 16 years of private investment experience in funds and co-investments across Asia, Latin America, Central Europe and Western Europe. Prior to commencing her collaboration with Capitalworks in May 2020, she served for five years as Asia private equity funds and co-investments lead for the Ontario Teachers Pension Plan. Previously, Ms. Ouyang held leadership positions in emerging markets and developed-markets funds investing and co-investments with China Investment Corporation, a Chinese institutional investor, and was a funds investor across Asia, China and Europe for the IFC. She has additional TABLE OF CONTENTS experience as an executive of Primedia Inc., a KKR portfolio company, at McKinsey and Morgan Stanley and as a financial-reporting executive for a U.S. fund manager. Ms. Ouyang is a multilingual (Mandarin, Cantonese) Chinese national. Based in Hong Kong, she has lived in the United States, India and mainland China. Ms. Ouyang holds a BA from Stanford University and an MBA from Harvard University. Independent Directors We have recruited a group of highly accomplished independent directors who provide public company governance, executive leadership, operational oversight and capital markets expertise. Our independent board members have served as directors, executive officers, partners and advisors for publicly listed and privately-owned domestic and non-U.S. companies and private equity firms. These directors have extensive experience structuring, analyzing and consummating investments in, and M&A transactions with, companies in the sectors where we expect to source business combination targets. We believe their collective expertise, contacts and relationships will make us a highly desirable partner. In addition, members of our board of directors may also advise us after the completion of our business combination in overseeing our strategy and value creation plan where relevant expertise exists. Whitney Baker will be the Chairperson of our board of directors on the effective date of the registration statement of which this prospectus forms a part. Ms. Baker is the founder of Totem Macro, or Totem. Totem offers macro-strategy research focusing on global emerging markets (cross-asset), blending emerging markets macro-to-micro understanding with the salient global drivers. Totem s client base includes many well-known investors and Chief Investment Officers in the hedge fund space, corporate C-suites, institutional allocators and wealth funds, and teams across some of the largest investment management houses in the industry. Prior to founding Totem in early 2018, Ms. Baker served as the Head of Emerging Markets at Bridgewater Associates, overseeing and developing Bridgewater Associates systematic macro strategies in emerging markets. Prior to that, she ran emerging markets-focused global macro and equity long/short strategies at Soros Fund Management and TT International in London, and Asian and U.S. stock portfolios at Resolution in Scotland. Ms. Baker holds an MA, with honors, in Economics (First Class) from the University of Glasgow and is a Chartered Financial Analyst. Michael Faber will be one of our directors on the effective date of the registration statement of which this prospectus forms a part. Mr. Faber is a corporate executive and director, family office advisor and attorney with more than 25 years of experience investing in, managing and advising both large multi-national and emerging growth companies in a variety of industries. Since 1996, Mr. Faber has served as President and Chief Investment Officer of NextPoint Management Company, Inc., or NextPoint, and advises a number of multi-generational families on issues including family office management, asset manager selection and oversight, direct investing, trusts and estates, and impact investing and private foundations. Additionally, Mr. Faber currently serves as a director of CPI Aerostructures, Inc., as chairperson of the nominating and corporate governance committee and as a member of the audit and strategic planning committees, and as the lead director of Invesque, Inc., as a member of the Human Resources Committee. Mr. Faber has served as a director, lead investor or senior advisor to more than 40 private companies and has led or served on numerous audit, compensation and strategic committees. From 1990 to 2008, Mr. Faber was a General Partner of the NextPoint family of investment funds, focusing on private equity, venture capital and structured investments. Previously, Mr. Faber was a senior advisor to Akerman, of counsel to Mintz Levin, an attorney with the law firm of Arnold & Porter, and a senior consultant to the Research Council of Washington, the predecessor to the Corporate Executive Board Company. Mr. Faber received a JD from, and is an honors graduate and John M. Olin Fellow, of the University of Chicago Law School, received a BA from the State University of New York and has also studied at the Johns Hopkins University School of Advanced International Studies. Mr. Faber brings to our board of directors his legal expertise as well as his years of investment and general business experience. Neil Harper will be one of our directors on the effective date of the registration statement of which this prospectus forms a part. Mr. Harper currently serves as Chairman of Turk Ventures Advisory Limited, a leading Turkey-dedicated private equity group, and as Chairman of Zamo Capital LLP, an impact investment firm. He sits on several other private equity-related corporate boards and investment committees, and also on charitable investment committees including that of the National Trust for Scotland. From 2006 to 2019, Mr. Harper served as Managing Director and Chief Investment Officer of Morgan Stanley AIP Private TABLE OF CONTENTS Markets, an approximately $12 billion global private markets fund, co-investment and secondaries business. Prior to that he was a Partner at McKinsey & Company operating globally, providing consulting services to corporate and private equity clients in financial services, telecom, technology, and several other sectors on strategy, performance improvement, mergers and acquisitions and corporate finance. Mr. Harper began his career at Arthur Andersen. He received an MA (First Class Honours) in Economics and Accounting from the University of Edinburgh and an MBA (Honors) in Finance and Strategy from the University of Chicago. In addition, he is a chartered accountant and member of the Institute of Chartered Accountants of Scotland. Darius James Roth will be one of our directors on the effective date of the registration statement of which this prospectus forms a part. Mr. Roth is the founder and Chief Executive Officer of Zamo Capital LLP, an investor in, and advisor to, impact private equity and venture capital firms since its formation in 2018. In addition, since 2018, Mr. Roth has served as a member of the Investment Committee of the University of Edinburgh Endowment. From 2016 to 2020, he served on the Economic Advisory Board of the International Finance Corporation. In 2007, Mr. Roth co-founded LeapFrog Investments, a social finance and impact investment firm. Mr. Roth holds an MA (with distinction) in Economics from the University of Manchester and a PhD in Economics from the University of Cambridge. Advisory Committee In addition to the management team described above, we have recruited highly accomplished strategic advisors who will bring to us significant experience in global investment management and private equity. In addition to advising us in the areas of assessment of key risks and opportunities and due diligence, our advisors may also advise us after the completion of our business combination in overseeing our strategy and value creation plan where relevant expertise exists. Chad Smart, the Chairman of our Advisory Committee, co-founded Capitalworks in 2006 and has 23 years of private equity and corporate finance experience. Mr. Smart has served or serves on the boards of directors of several Capitalworks portfolio companies, including Much Asphalt (Pty) Ltd, Rosond (Pty) Ltd, Rhodes Food Group Holdings Ltd. and Petmin Ltd. He previously co-headed Brait Private Equity s proprietary investment business and served as a Principal of the private equity funds and a director of Brait Private Equity and Brait South Africa. Mr. Smart holds a Bachelor s Degree in Commerce and an Honours Degree in Accounting from the University of the Witwatersrand and is a qualified Chartered Accountant in South Africa and a Chartered Financial Analyst. Another senior Capitalworks partner and two Camber Base, LLC nominees will also serve on our Advisory Committee. The Global Emerging Markets Opportunity We believe that shrinking levels of international investment in many emerging markets have created an opportunity for experienced emerging markets professionals such as our team to acquire businesses in industry segments and niches that are growing much faster than headline economic growth rates. This market dynamic has created numerous companies that could benefit substantially from a U.S. public listing as part of their strategy to achieve significant scale. We believe that our management team s expertise, deep relationships and successful track record in emerging markets private investing provides strong benefits to investors wishing to take advantage of this market opportunity. We believe that investing in emerging markets companies provide investors with an opportunity to: Invest in sustainable business models that can replicate their businesses across other emerging markets or translate their products, services or technologies to developed markets. Take advantage of emerging markets secular and structural growth trends, such as population growth, urbanization, formalization, digitization and rising productivity. Invest in companies with high return potential and cross-market opportunities. Secure proprietary deal flow that is relatively unhampered by competitive auction processes. Negotiate more attractive entry valuations than in developed markets as a result of the recent COVID-related market volatility. TABLE OF CONTENTS Add strategic value to businesses in which an investment team s experience and global network can have maximum impact. Implement best-of-breed corporate governance and capitalization strategies. We believe that the following attributes make middle-income emerging markets (which the World Bank defines as economies with Gross National Income per capita between $1,036 and $12,535, as of 2021) a fertile environment for middle-market private equity: Long-term gross domestic product, or GDP, growth rates consistently above those of developed markets. A rapidly growing middle class. Favorable demographics, with approximately 90% of the world s under-30 population, according to the United Nations Educational, Scientific and Cultural Organization in 2019. Increasing urbanization. Rapid adoption of new and disruptive technologies. Relatively robust legal and financial systems. A strong managerial class. Deep pools of domestic capital that can serve as investment partners or exit sources. A high degree of integration with the world economy. Nearly 10x growth in market cap of Nasdaq-listed emerging market companies over the last ten years, from $102 billion to $927 billion. Countries of current focus for Capitalworks include India, Indonesia, Korea, Brazil, Colombia, Mexico, Chile, Peru, Poland, Romania, the Czech Republic and the Baltics. We will not pursue or consummate an initial business combination with a target that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau). According to the International Monetary Fund, emerging markets account for over 60% of the world s GDP (based on purchase price parity, or PPP, adjusted USD), compared to 45% in 2005, and have been generating the highest rates of real GDP growth globally for many years. This reflects a number of long-term secular trends that are expected to continue. Further, emerging markets are home to 87% of the world s population. The middle class in most emerging markets countries has been growing rapidly, and workforces are young, becoming progressively more educated, and entering the formal economy at high rates. Approximately 90% of the world s population under 30 lives in emerging markets. These favorable demographics, coupled with increasing urbanization driven by migration from rural economies, has further increased productivity in emerging markets and is expected to drive future growth in consumption. In addition to emerging markets favorable demographics and labor pool advantages, advancing technology has positioned many emerging markets countries for increasing productivity growth in the years to come. These countries have been adopting new technologies faster and more eagerly than those in developed markets, often as a result of having lacked access to earlier technologies. In some cases, emerging markets firms have become key global players and market leaders in technology-assisted sectors. Many emerging markets have only shallow pools of investor capital available, both in their public markets, which tend to be much smaller than developed-country companies, and in private markets. Therefore, dynamic companies originating in an emerging market tend to have far fewer opportunities to raise capital than their developed-market counterparts. We believe that this systematic lack of access to capital is an opportunity. Capitalworks global emerging-markets practice focuses on middle-income emerging markets, which offer a considerable number of attractive investment opportunities in the growth equity space. The middle-income emerging markets benefit from the significant tailwinds summarized above, while offering investors the advantage of relatively robust legal and financial systems, a strong managerial class, deep pools of domestic capital, and a high degree of integration with the world economy. TABLE OF CONTENTS Institutional investors have increasingly accepted emerging markets companies and public equities as key holdings, with non-China emerging markets representing the bulk of positive emerging markets capital flows over the past ten years. There has been a consistent flow of new emerging-markets entrants into the listed equities universe, with notable success stories in the last ten years, including Alibaba Group Holding Limited (Asia), Housing Development Finance Corporation Limited (Asia), Yandex N.V. (Europe), Vipshop Holdings Ltd (Asia), Globant S.A. (Latin America), StoneCo Ltd (Latin America), JD.com, Inc. (Asia), Mercado Libre, Inc. (Latin America), XP Inc. (Latin America) and Grab Holdings Inc. (Asia). Such opportunities are growing in number, as emerging markets companies with global ambitions and reach, positive environmental, social and corporate governance impact, which have previously raised capital in the private markets are now potentially interested in exploring the public markets. We believe that the Capitalworks team s deep relationships with leading businesspeople, private equity fund managers, entrepreneurs and management teams across the emerging markets, as well as with leading local and international financial institutions, will enable access to these proprietary deal opportunities for our benefit. In addition, we can provide expert and practical advice regarding the processes, governance and effort required to prepare privately held corporations for a U.S. public listing, a process which many emerging markets-based private companies find particularly complex and daunting. Features of the Emerging Markets Opportunity Set by Region We believe that regional differentiating factors among the various middle-income countries of Asia (excluding China), Central Europe, and Latin America will contribute to the opportunity set available to us, as follows: Asia (excluding China) India Consumer-facing companies, particularly in tech-enabled businesses, have experienced rapid growth in India. Inbound private equity activity and accompanying high valuations are expected to persist. India has a middle class of approximately 130 million people, with favorable demographics, high educational levels and heightened consumption patterns, and also benefits from the world s largest youth population. Indian government reforms are mostly positive for a more market-oriented economy, including multiplier effects from infrastructure spending. Indonesia Strong consumption growth and the young population in Indonesia has the health services, wellness, entertainment, education and financial services sectors. Many private equity firms have been investing in Indonesia and are now looking to exit. Several dynamic tech-enabled companies, with private equity support, are based in Indonesia. The government is working to reduce corruption and regularize the investment climate. South Korea South Korea is essentially a developed economy in terms of GDP per capita, education, living standards, and growth, with a longstanding private equity market. Opportunities may result from entrepreneurs interest in sourcing equity outside the chaebols (large, dominant business groups), as well as from opportunities to acquire subsidiaries and bolt them onto a global platform. They may also result from accompanying South Korean middle-market companies into emerging Asia. Central Europe (Poland, Romania, the Czech Republic, and the Baltics) Central Europe is the sixth largest economy in the European Union and the 12th largest in the world. TABLE OF CONTENTS Poland and Romania are key drivers of European economic growth. The Baltics are a hub for strong tech-enabled companies, particularly in the fintech space. Opportunity exists based on the relative lack of investor interest compared to other emerging markets regions, with valuations significantly lower than those in Western Europe. Central Europe is ahead of Western Europe in terms of tech-enabled consumer and financial services, with several high-value recent initial public offerings of companies that were originally identified by private equity firms. Latin America (Brazil, Chile, Colombia, Mexico and Peru) Given the departure of a number of foreign investors, there are relatively few sources of independent private capital. Local markets for initial public offerings are limited, and debt is relatively expensive. Economic growth in the region is starting to recover from the recent downturn and is expected to continue strengthening in the short run. Valuations have been lower relative to developed markets in recent years and, combined with recent currency weakness, creates a potentially favorable entry environment for growth equity investors. Growth of the middle class is expected to continue, increasing disposable income, savings rates and domestic investment in the Pacific Alliance (Chile, Colombia, Mexico and Peru). Brazil is the largest market in the region, with some unique aspects, including: Early stages of recovery from a severe recession caused by political turmoil, a significant amount of indebtedness, and a drastic fall in commodity prices. Greater presence of private equity than elsewhere in the region. Demand for credit is expected to increase as consumer and business confidence rises. Dynamic financial services sector, including non-life insurance, fintech and support. Recent initial public offerings of companies originally identified by private equity. Features of the Emerging Market Opportunity Set by Sector We believe that positive secular trends underpinning growth in consumer and consumer technology, financial and business services, healthcare, and TMT will continue and create opportunities for our initial business combination. Consumer and Consumer Technology The emerging markets consumer sector, driven primarily by the emergence of a new middle class and an increase in consumption, has provided opportunities for strong growth and returns to private equity investors over the past ten years. Some subsectors of interest include: Health and wellness-oriented food production and processing. Quick-service restaurants and takeout/cloud kitchens. For-profit online education. Targeted e-commerce. Cold storage and delivery. Electric vehicle ecosystems. Financial and Business Services Traditionally, the consumer sector has been underbanked in most emerging markets. The combination of a growing middle class requiring financial products with mobile innovations in financial services makes financial inclusion a key investment theme for growth-oriented investors. Some subsectors of interest include: TABLE OF CONTENTS Online small business and consumer lending, particularly tech-enabled. Mobile money and digital wallets. Neo-banks. Non-bank financial institutions. Insurance (life and non-life). Financial services for businesses. Value added services such as bill payments, pre-paid utility top-ups and remittances. Healthcare Healthcare in many emerging markets was traditionally state-driven and of poor quality. In recent years, the sector has been generating significant new opportunities related to the propensity of a wealthier population to seek better-quality medical care. Some subsectors of interest include: Hub-and-spoke hospital systems. Specialty clinic chains. Diagnostics services. Hospital supply (pharmaceutical and non-pharmaceutical). Pharma distribution. Technology, Media and Telecom A number of middle-income emerging markets are ahead of developed markets in key areas of technology development and adoption. Continued rapid technology development creates opportunity for platform deals in this sector, including: 5G. Data centers with customer support. Agricultural Technology, or AgTech. Cyber security. Blockchain technologies / smart contracts. New materials technology. Clean and renewable energy technology. Acquisition Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective targets for our initial business combination. We will leverage these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target that does not meet these criteria and guidelines. We intend to acquire a target business in the $800 million-plus or greater enterprise value range. We intend to seek target businesses with the following characteristics: Positive top-line growth and profitability and/or experiencing secular tailwinds. Strong or leading market positions. Opportunities for growth and scale across countries and regions. Consistent operating performance. Best-in-class governance and structuring with a high degree of transparency. TABLE OF CONTENTS Defensible and established business models with sustainable competitive advantage. Multi-pronged growth strategy to capture large addressable market. At-scale with track records of execution supporting an initial public offering. Not reliant on financial leverage to generate returns. Poised to benefit from Capitalworks industry network, operational expertise and financing experience. High barriers to entry. Capable and passionate management teams. Attractive risk-return profile and compelling value proposition. We currently believe that there are more than one hundred companies that meet our acquisition criteria. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant, although we will not pursue or consummate an initial business combination with a target that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau). Our Forward Purchase Agreement and Committed Capital We believe our ability to complete our initial business combination will be enhanced by the certainty associated with entering into a forward purchase agreement between us and the forward purchase investor, pursuant to which the forward purchase investor has agreed to purchase, or procure the purchase by a subsidiary or affiliate thereof, of the forward purchase units. The forward purchase agreement entered into with the forward purchase investor provides that the forward purchaser will purchase $20.0 million of forward purchase units consisting of one forward purchase share and one-half of one forward purchase warrant for $10.00 per forward purchase unit, in a private placement that will close substantially concurrently with the closing of our initial business combination. The forward purchase investor has agreed that the forward purchaser will not redeem any Class A ordinary shares held by it in connection with the initial business combination. Each whole forward purchase warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. The forward purchase warrants will have the same terms as the public warrants and the forward purchase shares will be identical to the Class A ordinary shares included in the public units being sold in this offering, except the forward purchase shares will be subject to transfer restrictions and certain registration rights and the forward purchase units will consist of only one-half of one forward purchase warrant. The purchase of the forward purchase securities will be made regardless of whether any of our Class A ordinary shares are redeemed by our public shareholders and are intended to provide us with a minimum funding level for our initial business combination. The proceeds from the sale of forward purchase securities may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination and for working capital in the post-transaction company. Acquisition Process We currently do not have any specific business combination under consideration. Our management team has neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses with our underwriters or other advisors. Capitalworks and members of our management team are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to a business combination transaction with us. Additionally, we have not, nor has anyone on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate for the Company, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. In evaluating a prospective target business, we expect to conduct a rigorous due diligence review of issues that we deem important to validating a company s business quality and assessing growth and value creation TABLE OF CONTENTS opportunities, allowing our management team to price returns relative to potential risks appropriately. This review may encompass, among other things, research related to the Company s industry, markets, products, services and competitors, meetings with incumbent management and employees, on-site visits and a review of financial and other information which will be made available to us. Our approach to the acquisition process will be centered around leveraging the existing network and knowledge base of Capitalworks, across its integrated platform and our management team s operational and capital allocation expertise to target high-quality, established and scalable businesses where we see multiple opportunities for continued organic and strategic growth. Past experience or performance of Capitalworks, members of our management team or their respective affiliates is not a guarantee of either (1) our ability to successfully identify a suitable candidate for our initial business combination and execute a transaction; or (2) success with respect to any business combination that we may consummate. You should not rely on the historical record of Capitalworks, members of our management team or their respective affiliates as indicative of our future performance of an investment in our Company or the returns our Company will, or is likely to, generate going forward. See Risk Factors Risks Relating to Our Management Team Past performance by Capitalworks, members of our management team or their respective affiliates may not be indicative of future performance of an investment in the Company. Initial Business Combination We will have until 15 months from the closing of this offering to consummate an initial business combination, with an automatic three-month extension if we have signed a definitive agreement with respect to an initial business combination within such 15-month period. If we anticipate that we may not be able to consummate our initial business combination within 15 months and are not entitled to an automatic extension, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination by an additional three months (for a total of up to 18 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. In connection with an automatic or paid extension as described above, public shareholders will not be offered the opportunity to vote on or redeem their shares. Pursuant to the terms of our amended and restated memorandum and articles of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination in connection with a paid extension, our sponsor or its affiliates or designees, upon ten days advance notice prior to the applicable deadline, must deposit into the trust account $2,000,000, or $2,300,000 if the underwriters over-allotment option is exercised in full ($0.10 per share in either case), on or prior to the date of the applicable deadline. Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination. If we complete our initial business combination, we would, at the option of our sponsor, repay such loaned amounts out of the proceeds of the trust account released to us or convert a portion or all of the total loan amount into warrants at a price of $1.00 per warrant, which warrants will be identical to the private placement warrants. If we do not complete a business combination, we would not repay such loans. Furthermore, the letter agreement with our initial shareholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the trust account in the event that we do not complete a business combination. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of the target business or businesses. If our board of directors is not able to independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of the target business or businesses, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant TABLE OF CONTENTS amount of uncertainty as to the value of a target s assets or prospects. Nasdaq rules also require that our initial business combination be approved by a majority of our independent directors. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction Company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction Company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction Company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction Company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the initial business combination may collectively own a minority interest in the post-transaction Company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction Company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions, and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. There is no limitation on our ability to raise funds privately, or through loans in connection with our initial business combination. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor or members of our management team, or completing the business combination through a joint venture or other form of shared ownership with our sponsor or members of our management team, although we will not pursue or consummate an initial business combination with a target that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau). In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor or members of our management team, we, or a committee of our independent directors, would obtain an opinion from an independent investment banking firm or an independent accounting firm that such an initial business combination is fair to our Company from a financial point of view. We are not required to obtain such an opinion in any other context. Other Considerations Capitalworks manages multiple investment vehicles and is currently investing and will raise, market, organize, sponsor and/or act as general partner or manager or as the primary source for transactions for other funds, vehicles and/or accounts in the future (collectively the Funds ), including during the period in which we are seeking our initial business combination. Although we intend to seek a business combination with a company that would not be an appropriate opportunity for the Funds, the Funds (and/or their portfolio companies) may compete with us for acquisition opportunities. However, we do not expect that this would adversely affect our ability to consummate our initial business combination because of the differing nature of the acquisition targets Capitalworks typically considers most attractive for the Funds and the types of acquisitions we expect to find most attractive for us. The Funds traditional private equity activities typically involve investing in private companies. In addition, the Funds from time to time are made aware of businesses that are high quality, but that do not fit the risk-adjusted return profile or time horizon of the Funds. As a result, we may become aware of a potential transaction that is not a fit for the traditional investment activities of the Funds but that is an attractive opportunity for us. Certain members of our management team presently have, and any of them in the future will have, additional, fiduciary, contractual and other duties to other entities, including without limitation, the Funds TABLE OF CONTENTS and/or their portfolio companies. As a result, if any member of our management team becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary, contractual or other obligations (including, without limitation, any Funds and their portfolio companies), then he or she may be required to honor such fiduciary, contractual or other obligations to present such business combination opportunity to such entity. If the Funds or other entities decide to pursue any such opportunity, we would likely be precluded from pursuing the same. If it is determined that such investment is appropriate for any of the Funds, such opportunity will be pursued by such Funds in accordance with the current policies and procedures of Capitalworks and such Funds governing agreements and generally not us. However, we do not expect these duties to materially affect our ability to complete our initial business combination, and believe some of this conflict will naturally be mitigated by the different nature of the acquisition targets for the Funds and the types of acquisitions expected to be attractive for the Company. In addition, none of Capitalworks or any member of our management team is required to commit any specified amount of time to our affairs (although they may have such commitments to the Funds and/or affiliated businesses), and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, Capitalworks and certain members of our management team have, and will have in the future, time and attention requirements for current and future Funds and other third parties. Capitalworks and certain members of our management team are also entitled to fees and incentive-based compensation (including carried interest) in respect of the Funds and thus may be incentivized to dedicate more time and attention to such Funds. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, the Funds, Capitalworks and their respective affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties, and there can be no assurance that such conflict of interest will be resolved in our favor. Capitalworks and members of our management team may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies, business or investments may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. Capitalworks and members of our management team may directly or indirectly own units, founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. In particular, because the founder shares were purchased at a purchase price of approximately $0.004 per share, the holders of our founder shares could make a substantial profit after our initial business combination even if our public shareholders lose money on their investment as a result of a decrease in the post-business combination value of their Class A ordinary shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination). Further, each member of our management team may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such individuals was included by a target business as a condition to any agreement with respect to our initial business combination. To address the matters set out above, our amended and restated memorandum and articles of association provide that, to the maximum extent permitted by law, we renounce any interest or expectancy in, or in being offered an opportunity to participate in any business combination opportunity: (i) which may be a corporate opportunity for both us and our sponsor and its affiliates or any entities for which any of our directors and/or officers serve as directors, managers, officers, members, partners, managing members, employees and/or agents or (ii) the presentation of which would breach a legal obligation of a director or officer to another entity, and we will waive any claim or cause of action we may have in respect thereof. In addition, our amended and restated articles of association will contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to the Company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity. TABLE OF CONTENTS Corporate Information Our principal executive offices are located at 25 West 39th Street, Suite 700, New York, NY 10018. Upon completion of this offering, we will maintain a corporate website at www.CEMAC.online. The information contained on, or accessible through, our corporate website or any other website that we may maintain is not deemed to be incorporated by reference in, and is not considered a part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decisions whether to invest in our securities. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (as amended) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares held by non-affiliates equaled or exceeded $700 million as of the last day of the prior second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements, and, if their revenues are less than $100 million, not providing an independent registered public accounting firm attestation on internal control over financial reporting. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the last day of the prior second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equaled or exceeded $700 million as of the last day of the prior second fiscal quarter. TABLE OF CONTENTS The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors. Units offered by us 20,000,000 units (or 23,000,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-half of one redeemable warrant. Proposed Nasdaq symbols Units: CMCAU Class A ordinary shares: CMCA Warrants: CMCAW Over-allotment option We have granted the underwriters an option exercisable up to 45 days after the closing of this offering to purchase up to an additional 15% of the Class A ordinary shares sold in this offering on the same terms as the other ordinary shares being purchased by the underwriters from us. Total units outstanding before this offering 0 Total units outstanding after this offering 20,000,000 units (or 23,000,000 units if the underwriters over-allotment option is exercised in full) Total ordinary shares outstanding immediately prior to the completion of this offering 5,750,000 Class B ordinary shares Total ordinary shares outstanding immediately after this offering 25,000,000 ordinary shares (or 28,750,000 ordinary shares if the underwriters over-allotment option is exercised in full) Number of private placement warrants to be sold in a private placement simultaneously with this offering 10,500,000 warrants (or 11,700,000 warrants if the underwriters over-allotment option is exercised in full) Number of warrants to be outstanding after this offering and the sale of private placement warrants 20,500,000 warrants (or 23,200,000 warrants if the underwriters over-allotment option is exercised in full) Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the representative of the underwriters informs us of its decision to allow earlier separate trading, subject to our having filed the TABLE OF CONTENTS Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade warrants. Separate trading of the Class A ordinary shares and warrants is prohibited until we have submitted a report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have submitted to the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will submit the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial submission of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be submitted to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Exercisability of warrants Each whole warrant offered in this offering is exercisable to purchase one Class A ordinary share. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination, which we believe makes us a more attractive business combination partner for target businesses. The private placement warrants will be exercisable on the same terms as the warrants offered as part of the units. Exercise price of warrants $11.50 per Class A ordinary share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price , (y) the aggregate gross proceeds from such issuances represent TABLE OF CONTENTS more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Exercise period of warrants The warrants will become exercisable on the later of: 30 days after the consummation of an initial business combination; and 12 months from the closing of this offering; provided, in each case, that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, under the terms of the warrant agreement, we will agree that as soon as practicable, but in no event later than 30 days after the closing of our initial business combination, we will use commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants. After the filing of such registration statement, we will use commercially reasonable efforts to cause the effectiveness thereof as soon as reasonably practicable and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is not TABLE OF CONTENTS effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, provided that such cashless exercise is permitted under the laws of our corporate jurisdiction. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last reported sales price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. The forward purchase warrants will be redeemable on the same terms as the warrants offered as part of the units. None of the private placement warrants will be redeemable by us (except as described below) so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants: in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior TABLE OF CONTENTS written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants and Forward Purchase Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below) except as otherwise described in Description of Securities Warrants Public Shareholders Warrants and Forward Purchase Warrants ; if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Shareholders Warrants and Forward Purchase Warrants Anti-dilution Adjustments ) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share sub-divisions, dividends, reorganizations, recapitalizations and the like), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The fair market value will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants and Forward Purchase Warrants for additional information. Forward purchase agreement The forward purchase agreement entered into with the forward purchase investor provides that the forward purchaser will purchase $20.0 million of forward purchase units consisting of one forward purchase share and one-half of one forward purchase warrant for $10.00 per forward purchase unit, in a private placement that will close substantially concurrently with TABLE OF CONTENTS the closing of our initial business combination. The forward purchase investor has agreed that the forward purchaser will not redeem any Class A ordinary shares held by it in connection with the initial business combination. Each whole forward purchase warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. The forward purchase warrants will have the same terms as the public warrants and the forward purchase shares will be identical to the Class A ordinary shares included in the public units being sold in this offering, except the forward purchase shares will be subject to transfer restrictions and certain registration rights and the forward purchase units will consist of only one-half of one forward purchase warrant. The purchase of the forward purchase securities will be made regardless of whether any of our Class A ordinary shares are redeemed by our public shareholders and are intended to provide us with a minimum funding level for our initial business combination. The proceeds from the sale of forward purchase securities may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination and for working capital in the post-transaction company. If we seek shareholder approval of a proposed initial business combination, the forward purchase investor has agreed in the forward purchase agreement that the forward purchaser shall vote any Class A ordinary shares owned by the forward purchaser in favor of any proposed initial business combination. The forward purchase securities are entitled to registration rights as described under Principal Shareholders Registration Rights. Founder shares On May 12, 2021, our sponsor paid $25,000, or approximately $0.004 per share, to cover certain expenses on our behalf in consideration for an aggregate of 5,750,000 founder shares. Prior to the initial investment in our Company of $25,000 by our sponsor, our Company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to our Company by the number of founder shares issued. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the election of directors prior to or in connection with our initial business combination and holders of our founder shares may by ordinary resolution remove a member of the board of directors for any reason. Incumbent directors will also have the ability to appoint additional directors or to appoint replacement directors in the event of a casual vacancy; the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; TABLE OF CONTENTS our sponsor and each member of our management team have agreed, pursuant to an agreement with us, to (i) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering if the period of time to consummate a business combination is extended, as described in more detail in this prospectus) or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination activity; and (ii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering if the period of time to consummate a business combination is extended, as described in more detail in this prospectus), although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame; and (iii) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. If we submit our initial business combination to our public shareholders for a vote, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law. As a result, in addition to our initial shareholders founder shares, we would need 7,500,001, or 37.50% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or none (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. In addition, pursuant to the terms of a forward purchase agreement, the forward purchase investor has agreed that the forward purchaser shall vote any shares purchased during or after this offering, in favor of our initial business combination; and the founder shares are automatically convertible into our Class A ordinary shares at the time of the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below. TABLE OF CONTENTS Transfer restrictions on founder shares Furthermore, our sponsor and each member of our management team have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. Founder shares conversion and anti-dilution rights The founder shares will automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, other than the forward purchase securities, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the sum of (i) the total number of public shares (including any such shares issued following the exercise of the over-allotment option), plus (ii) the sum of (a) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by us in connection with or in relation to the consummation of our initial business combination, excluding any forward purchase securities, Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any warrants issued in a private placement to our sponsor or an affiliate of our sponsor upon conversion of working capital loans or extension loans, minus (b) the number of public shares redeemed by public shareholders in connection with our initial business combination. In no event will any founder shares convert into Class A ordinary shares at a ratio that is less than one-for-one. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. Appointment of directors; voting rights Prior to or in connection with our initial business combination, only holders of our Class B ordinary shares will be entitled to TABLE OF CONTENTS vote, whether at a general meeting or by written resolution, on the election of and/or removal of directors. Incumbent directors will also have the ability to appoint additional directors or to appoint replacement directors in the event of a casual vacancy. Holders of our public shares will not be entitled to vote on the appointment or removal of directors during such time. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Private placement warrants Our sponsor has committed to purchase an aggregate of 10,500,000 private placement warrants (or 11,700,000 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, in a private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering if the period of time to consummate a business combination is extended, as described in more detail in this prospectus), the private placement warrants will expire worthless. The private placement warrants will be non-redeemable by us (except as set forth under Description of Securities Warrants Public Shareholders Warrants and Forward Purchase Warrants Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (except as described below under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants ). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by such holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants, to our executive officers and directors and other persons or entities affiliated with our sponsor or its permitted transferees) and they will not be redeemable by us so long as they are held by such persons or their respective permitted transferee. Our sponsor or its permitted transferees have the option to exercise the private placement warrants on a cashless basis. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we will TABLE OF CONTENTS receive from this offering and the sale of the private placement warrants described in this prospectus, $204,000,000, or $234,600,000 if the underwriters over-allotment option is exercised in full ($10.20 per unit in either case), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee, after deducting $4,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $4,600,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2,500,000 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $7,000,000 (or up to $8,050,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (a) the completion of our initial business combination, (b) the redemption of our public shares if we are unable to complete our initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering if the period of time to consummate a business combination is extended, as described in more detail in this prospectus), subject to applicable law, or (c) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering if the period of time to consummate a business combination is extended, as described in more detail in this prospectus) or (ii) with respect to any other provision relating to shareholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Ability to extend time to complete business combination We will have until 15 months from the closing of this offering to consummate an initial business combination, with an automatic three-month extension if we have signed a definitive agreement with respect to an initial business combination within such 15-month period. If we anticipate that we may not be able to consummate our initial business combination within 15 months and are not entitled to an automatic extension, we may, by resolution of our board of directors if requested by our sponsor, extend the period of time to consummate a business combination by an additional three months (for a total of up to 18 months to complete a business combination), subject to the TABLE OF CONTENTS sponsor depositing additional funds into the trust account as set out below. In connection with an automatic or paid extension as described above, public shareholders will not be offered the opportunity to vote on or redeem their shares. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination in connection with a paid extension, our sponsor or its affiliates or designees, upon ten days advance notice prior to the applicable deadline, must deposit into the trust account $2,000,000, or $2,300,000 if the underwriters over-allotment option is exercised in full ($0.10 per share in either case), on or prior to the date of the applicable deadline. Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination. If we complete our initial business combination, we would, at the option of our sponsor, repay such loaned amounts out of the proceeds of the trust account released to us or convert a portion or all of the total loan amount into warrants at a price of $1.00 per warrant, which warrants will be identical to the private placement warrants. If we do not complete a business combination, we would not repay such loans. Furthermore, the letter agreement with our initial shareholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the trust account in the event that we do not complete a business combination. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except for the withdrawal of interest to pay our income taxes, if any. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $204,000 per year, assuming an interest rate of 0.1% per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,870,000 in working capital after the payment of approximately $630,000 in expenses relating to this offering (other than underwriting commissions); and any loans or additional investments from our sponsor or TABLE OF CONTENTS an affiliate of our sponsor, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of the target business or businesses. If our board of directors is not able to independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of the target business or businesses, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects. Nasdaq rules also require that our initial business combination be approved by a majority of our independent directors. We anticipate structuring our initial business combination either (i) in such a way that the post-transaction Company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way that the post-transaction Company owns or acquires less than 100% of such interests or assets of the target business or businesses in order to meet certain objectives of the target management team or shareholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction Company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction Company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the initial business combination may collectively own a minority interest in the post-transaction Company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a TABLE OF CONTENTS substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction Company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions, and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. There is no limitation on our ability to raise funds privately, or through loans in connection with our initial business combination. Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their respective affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. There is no limit on the number of shares our sponsor, directors, executive officers, advisors or their respective affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material non-public information), our sponsor, directors, executive officers, advisors or their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported TABLE OF CONTENTS pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases and Other Transactions with Respect to Our Securities for a description of how our sponsor, directors, executive officers or any of their affiliates will select which shareholders to purchase securities from in any private transaction. Our sponsor, directors, executive officers or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. The purpose of any such transaction could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining shareholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then-outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.20 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. TABLE OF CONTENTS Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our Company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. If we structure an initial business combination with a target company in a manner that requires shareholder approval, we will not have discretion as to whether to seek a shareholder vote to approve the proposed initial business combination. We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by law or stock exchange listing requirements or we choose to seek shareholder approval for business or other reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, we will not redeem any public shares TABLE OF CONTENTS unless our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we do not then become subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, shareholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination. If we seek shareholder approval, we will complete our initial business combination only if it is approved by an ordinary resolution. A quorum for such meeting will consist of the holders present in person or by proxy of outstanding shares of the Company representing one-half (1/2) of the voting power of all outstanding shares of our Company entitled to vote at such meeting. Our initial shareholders will count toward this quorum and pursuant to the letter agreement, our initial shareholders have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding ordinary shares voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders founder shares, we would need only 7,500,001, or 37.50% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or none (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved. These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. TABLE OF CONTENTS Our amended and restated memorandum and articles of association will provide that we may not redeem our public shares unless our net tangible assets are at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we do not then become subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. Limitation on redemption rights of shareholders holding more than 15% of the public shares if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the public shares, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the public shares could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the public shares, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we TABLE OF CONTENTS would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the public shares) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association provide that we will have only 15 months from the closing of this offering to complete our initial business combination (or 18 months from the closing of this offering if the period of time to consummate a business combination is extended). If we are unable to complete our initial business combination within such 15-month period (or 18-month period if the period of time to consummate a business combination is extended), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay liquidation expenses and net of taxes payable), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete TABLE OF CONTENTS our initial business combination within the 15-month time period (or 18-month period if the period of time to consummate a business combination is extended). Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering if the period of time to consummate a business combination is extended). However, if our sponsor or members of our management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 15-month time frame (or 18-month time frame if the period of time to consummate a business combination is extended). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering if the period of time to consummate a business combination is extended) and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor and each member of our management team have agreed, pursuant to an agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering if the period of time to consummate a business combination is extended) or (ii) with respect to any other provision relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), divided by the number of then-outstanding public shares, subject to the limitations described above under Proposed Business Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A under the Exchange Act seeking shareholder approval of such proposal and, in TABLE OF CONTENTS connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by us to our sponsor, executive officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment of $20,000 per month for administrative and support services provided to us by an affiliate of our sponsor; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; Repayment of extension loans in an amount up to $2,300,000 if we extend the period of time to consummate a business combination by an additional three months as described in this prospectus; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain members of our management team to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Audit Committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, executive officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Directors, Executive Officers and Corporate Governance Committees of our board of directors Audit Committee. Use of Proceeds We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less deferred underwriting commissions) to complete our initial business combination. See Use of Proceeds. TABLE OF CONTENTS Risk Factor Summary An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a recently formed blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek shareholder approval of our initial business combination, our sponsor and each member of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. The requirement that we complete our initial business combination within 15 months after the closing of this offering (or 18 months from the closing of this offering if the period of time to consummate a business combination is extended) may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets as we approach our liquidation deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Our search for a business combination, and any target business or businesses with which we ultimately complete a business combination, may be materially adversely affected by the COVID-19 pandemic and the status of debt and equity markets. As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. We may not be able to complete our initial business combination within 15 months after the closing of this offering (or 18 months from the closing of this offering if the period of time to consummate a business combination is extended) due to factors beyond our control, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. TABLE OF CONTENTS If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers and their affiliates may elect to purchase shares or public warrants from public shareholders or take other actions, which may influence a vote on a proposed business combination and reduce the public float of our Class A ordinary shares. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of shareholders are deemed to hold in excess of 15% of the public shares, you will lose the ability to redeem all such shares in excess of 15% of the public shares. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 15 months (or 18 months if the period of time to consummate a business combination is extended), it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination. Our independent registered public accounting firm s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. The other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001865377_argus_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001865377_argus_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3a16b4782bbf2525a0907e19f93f595362dacabf
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001865377_argus_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to Argus Capital Corp., a Delaware corporation; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; founder shares are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein; initial stockholder are to our sponsor, the holder of our founder shares prior to this offering; management or our management team are to our executive officers and directors; directors are to our current directors and director nominees; common stock are to our Class A common stock and our Class B common stock; public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholder and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; and sponsor are to Argus Sponsor LLC, a Delaware limited liability company. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination opportunity in any industry or sector, we intend to focus on businesses in the media/entertainment/sports industry including over-the-top digital streaming, mobile gaming/interactive entertainment, digital media including advertising/marketing technology, health and wellness/lifestyle, live events/experiential consumer-facing technology, and related industries which can capitalize on our management team s expertise. Our management team, led by Joseph R. Ianniello and Marc DeBevoise, has established global relationships and has extensive experience in identifying and executing proprietary strategic investments in these sectors. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED SEPTEMBER 17, 2021 Argus Capital Corp. $250,000,000 25,000,000 Units Argus Capital Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 18 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Argus Sponsor LLC, has committed to purchase an aggregate of 8,166,667 private placement warrants (or 9,166,667 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per warrant, or $12,250,000 in the aggregate (or $13,750,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our initial stockholder currently owns an aggregate of 7,187,500 shares of Class B common stock (up to 937,500 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Currently, there is no public market for our units, Class A common stock or warrants. We intend to apply to have our units listed on The Nasdaq Global Market, or Nasdaq, under the symbol ARGUU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the shares of Class A common stock and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Goldman Sachs & Co. LLC informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols ARGU and ARGUW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 31 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 13,750,000 Proceeds, before expenses, to us $ 9.45 $ 236,250,000 (1) $0.20 per unit, or $5,000,000 in the aggregate (or $5,750,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $8,750,000 in the aggregate (or up to $10,062,500 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of compensation payable to the underwriters. Within these and other sectors, we seek to partner with late-stage growth companies as well as mature companies with the potential to accelerate growth through organic and transaction-driven strategies. In considering prospective target businesses, we will utilize our deep understanding of technology-driven media to identify a high-quality, long-term business coupled with a highly effective management team and strong governance structure. Our significant operational experience will provide advantages in the due diligence process. We also intend to leverage our management team s considerable industry relationships to seek out potentially mutually beneficial corporate carve-outs from existing conglomerate companies. These transactions would enable the value of potentially non-core assets to be highlighted and allow conglomerates to retain ownership, participate in future value creation and monetize when appropriate. Potential drivers for corporate carve-outs may include ongoing effects of digital disruption, consolidation, regulatory issues and shifts in management priorities and capital allocation. We are well-positioned as an attractive partner based on our transaction experience and operational expertise. In addition to sound underlying business fundamentals, we seek category leaders with significant growth potential over time, multiple organic and transaction-driven opportunities and predictable cash flow generation. We are particularly interested in businesses that are at a strategic inflection point where digital disruption has created an opportunity or the business needs to be repositioned. Success at this crucial time can significantly improve revenue growth and profitability, and lead to significant long-term value creation. Our themes of interest include the digital transformation of well-known media brands, the production and distribution of premium content, the ability to enrich consumer experiences through interactive platforms, the launch and growth of subscription businesses that build off the strength and scale of media assets, the creation of live experiences and transformative events in the worlds of sports, lifestyle/fitness and digital media, among several others, the advancement of local media assets navigating political changes, and the global licensing of domestic content. Our management team is comprised of a cadre of former executives from Fortune 500 companies that specialize in the media and technology space. Collectively, the team has well over 100 years of experience in roles throughout the C-Suite and associated key functions, including but not limited to Mergers and Acquisitions, Investor Relations, Capital Raising, Content, Streaming, AdTech/MarTech, Digital Operations, Technology Infrastructure, Data Infrastructure, Business Development, Administration, Human Resources, and Communications. Within media and technology, our expertise includes content creation, content distribution, national and local broadcast television, cable television, digital media as well as international distribution and licensing. We believe our team s multi-faceted, real-world experience growing successful companies will help us select and propel attractive investments. We believe that our management team s long history of managing companies into and through the public markets will be attractive to potential partners, whether they be private companies looking to become public for the first time, or divisions of existing public companies that could benefit from becoming separate public companies of their own. As part of our broad-based expertise, we bring key relationships with many of the most prominent Wall Street analysts and media outlets in the industry, as well as a robust network of advertisers, distributors, creators, and financiers. We believe our proven track record of navigating the digital transformation of businesses will help us better monetize existing assets and create new assets. Our relationships and credibility with investors will also increase the certainty of capital availability to our potential partners, including the availability of additional capital from investors to support the consummation of our initial business combination. We also expect to benefit from our relationship with Ariliam Group ( Ariliam ), an affiliate of which is part of our sponsor. Alan Mnuchin, Chief Executive Officer of Ariliam, will serve as a member of our board of directors and add significant expertise to our team, including his experience with special purpose acquisition companies including Flying Eagle Acquisition Corp., Falcon Capital Acquisition Corp. and Falcon Capital Acquisition Corp. II. Mr. Mnuchin and the Ariliam team also bring decades of media and technology-focused advisory and investing experience along with a deep network of industry relationships. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $255 million, or $293.25 million if the underwriters over-allotment option is exercised in full ($10.20 per unit in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $5,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $5,750,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2.25 million to pay expenses in connection with the closing of this offering and for working capital following this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Goldman Sachs & Co. LLCMorgan Stanley , 2021 We intend to leverage the skill sets of our management team, our directors and the investor group in our sponsor and their combined network of relationships within these industries to identify the most attractive high-growth businesses within our areas of focus. Our management team, directors and investor group in our sponsor represent a unique combination of investing, financial, operational and transactional experience that we feel potential acquisition candidates will find highly desirable and complementary to their growth plans. We believe our management team is well positioned to create value for our stockholders, and that our contacts and sources, ranging from owners of private and public companies, private equity funds, investment bankers, attorneys, accountants and business brokers in these sectors will allow us to generate attractive acquisition opportunities. Our Management Team Our management team is led by Joseph R. Ianniello, our Chief Executive Officer and Chairman, and Marc DeBevoise, our President and Vice Chairman. Joseph R. Ianniello is a proven leader in the media industry with a successful track record of leading, evolving, growing and transforming businesses throughout his career. He was President and acting Chief Executive Officer of CBS Corporation from September 2018 to December 2019. From December 2019 to February 2020, he served as the Chairman and Chief Executive Officer of CBS Entertainment Group. As CEO, he was responsible for overseeing all CBS-branded assets, including the CBS Television Network, which encompasses CBS Entertainment, CBS News, and CBS Sports; CBS Television Studios; CBS Interactive, including CBS All Access; CBS Television Distribution, its leading first-run syndication division; and CBS Television Stations. From 2013 to 2018, Mr. Ianniello served as Chief Operating Officer of CBS and was responsible for establishing and executing company strategy across all businesses. From 2009 to 2013, he was Chief Financial Officer of CBS and oversaw the company s financial operations across all business units. Mr. Ianniello was consistently ranked as a top Chief Financial Officer by Institutional Investor s annual All-America Executive Team survey. Marc DeBevoise is an accomplished leader with wide-ranging experience in the direct-to-consumer, media and technology industries. From November 2019 to December 2020, he served as Chief Executive Officer and President of ViacomCBS Digital (previously known as CBS Interactive) and as Chief Digital Officer of ViacomCBS, responsible for the rapidly growing, multi-billion-dollar-revenue digital and streaming businesses of the company and its unified digital and technology operations globally. From July 2016 to November 2019, Mr. DeBevoise served as President and Chief Operating Officer of CBS Interactive. From October 2012 to July 2016, he served as Executive Vice President and General Manager of CBS Digital Media for CBS Interactive. During his almost 10 years at CBS and ViacomCBS, Mr. DeBevoise helped lead the companies through the mobile, social and streaming revolutions, spearheaded their direct-to-consumer streaming strategies, including the founding of CBS All Access and its transformation into Paramount+, and ultimately led the combined company to become a major player in direct-to-consumer streaming and a top 10 U.S. Internet Company. Earlier in his career he held executive roles at Starz and NBCUniversal, and was a member of the Technology, Media and Telecommunications Investment Banking Group at JPMorgan. Past performance of our management team does not guarantee either (i) success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team as indicative of our future performance. For additional information regarding our management team s experience, please see the section entitled Management. Business Combination Criteria We believe the following general criteria and guidelines are important in evaluating prospective target businesses, but we may decide to enter into a business combination with a target business that does not meet these criteria and guidelines. Business with Significant Revenue and Earnings Growth Potential. We will seek to acquire one or more businesses that we believe will have multiple organic and transaction-driven growth opportunities over time. We will search for attractive, growth-oriented businesses that exhibit sound, underlying fundamentals as well as demonstrated revenue growth and a clear path to profitability. This includes such potential targets that are currently, or have the potential to be, a category leader with long-term growth potential. Targets That Can Benefit from our Management Team s Relationships and Experience. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on our management team s domain expertise acquired through decades of strategic deal-making in the media/entertainment/sports industry including over-the-top digital streaming, mobile gaming/interactive entertainment, digital media including ad/marketing technology, health and wellness/lifestyle, live events/experiential, consumer-facing technology, and related industries. We believe our management s deep network of CEO and other C-suite/board relationships in addition to pre-eminent private and public market investors will give us a number of competitive advantages and will present us with a substantial number of potential business combination targets. Companies with Potential to Benefit from Digital Disruption. We will seek to acquire one or more businesses which currently, or have the potential to, benefit from digital disruption, or a disruption of their traditional business model. High-Growth Markets. We will seek out opportunities in higher-growth sectors with large total addressable market sizes and secular tailwinds in the U.S. as well as in selected developed and emerging international markets. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of The Financial Industry Regulatory Authority, Inc., or FINRA, or from another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that we will not do so. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all the target businesses. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Sourcing of Potential Initial Business Combination Targets We believe our management team s significant industry experience and deep network of relationships will provide us with a substantial number of potential initial business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. In addition, members of our management team have developed contacts from providing strategic advisory services to the senior management teams and boards of directors of prominent media and digital media/consumer technology companies. We believe that the network of contacts and relationships of our management team will provide us important sources of investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention from various unaffiliated sources, including investment banks and other market participants, private equity funds, founders/entrepreneurs and large business enterprises seeking to divest non-core assets or divisions. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Members of our management team will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, certain of our officers and directors currently sponsor and/or serve as officers or directors of, and our sponsor, officers and directors may in the future sponsor and/or serve as officers or directors of, other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they are or may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. Corporate Information Our executive offices are located at 3 Columbus Circle, 24th Floor, New York, NY 10019, and our telephone number is (212) 812-7702. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 35 of this prospectus. Securities offered 25,000,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-half of one redeemable warrant. Proposed Nasdaq symbols Units: ARGUU Class A common stock: ARGU Warrants: ARGUW Trading commencement and separation of shares of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Goldman Sachs & Co. LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 25,000,000(1) Common stock: Number outstanding before this offering 7,187,500(2)(3) Number outstanding after this offering 31,250,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 8,166,667(1) Number of warrants to be outstanding after this offering and the private placement 20,666,667(1) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of Class A common stock. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-half of one warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 937,500 founder shares by our initial stockholder for no consideration. (2) Includes up to 937,500 founder shares that will be forfeited by our initial stockholder depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 25,000,000 public shares and 6,250,000 founder shares. Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination (excluding any issuance of forward purchase securities) at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholder or their affiliates, without taking into account any founder shares held by our initial stockholder or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under Redemption of warrants for cash will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable 30 days after the completion of our initial business combination, provided that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are registering the shares of Class A common stock issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash Once the warrants become exercisable, we may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants for cash unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. None of the private placement warrants will be redeemable by us for cash so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees. Cashless exercise If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The fair market value will mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see Description of Securities Warrants Public Stockholders Warrants for additional information. Founder shares As of the date of this prospectus, our sponsor holds an aggregate of 7,187,500 founder shares, for which our sponsor paid an aggregate purchase price of $25,000, or approximately $0.003 per share. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 28,750,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 937,500 of the founder shares will be forfeited depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial stockholder, on an as-converted basis, at 20% of our issued and outstanding common stock upon the consummation of this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; our initial stockholder, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 18 months from the closing of this offering or during any extended time that we have to consummate a business combination beyond 18 months as a result of a stockholder vote to amend our amended and restated certificate of incorporation (an Extension Period ) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our initial stockholder has agreed to vote its founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholder s founder shares, we would need 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Transfer restrictions on founder shares Our initial stockholder has agreed not to transfer, assign or sell any of its founder shares until the earlier to occur of: (i) two years after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholder with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A common stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 300 days after our initial business combination or (2) if we consummate a transaction after our initial business combination which results in our stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Voting Rights Holders of record of our Class A common stock and holders of record of our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 8,166,667 private placement warrants (or 9,166,667 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per warrant, or $12,250,000 in the aggregate (or $13,750,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $255 million (or $293.25 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 18 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by their initial purchasers or their permitted transferees (except as described below under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants ). If the private placement warrants are held by holders other than their initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Stockholders Transfers of Founder Shares and Private Placement Warrants. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $255 million, or $293.25 million if the underwriters over-allotment option is exercised in full ($10.20 per unit in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $5,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $5,750,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2.25 million to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $8,750,000 (or up to $10,062,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 18 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $250,000 per year, assuming an interest rate of 0.1% per year; however we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $750,000 in working capital after the payment of approximately $1,500,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination Nasdaq rules and our amended and restated certificate of incorporation require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly renders valuation opinions. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. There is no limitation on our ability to raise funds privately, or through loans in connection with our initial business combination. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq s 80% fair market value test described above, provided that in the event that the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholder, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted purchases of our securities for a description of how our initial stockholder, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.20 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholder, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares they hold and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq s shareholder approval rules. The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholder will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately- negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholder s founder shares, we would need only 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial stockholder, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. Limitation on redemption rights of stockholders holding 20% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 20% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 20% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 20% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation will provide that we will have only 18 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 18-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18-month period. Our initial stockholder has entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 18 months from the closing of this offering or during any Extension Period. However, if our initial stockholder or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 18-month period. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 18 months from the closing of this offering or during any Extension Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A under the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account. Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment for office space, secretarial and administrative services provided to members of our management team by INLO Ventures LLC, an affiliate of our Chief Executive Officer, in an amount of $20,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee We will establish and maintain an audit committee, which will be composed entirely of independent directors as and when required by the rules of Nasdaq and Rule 10A under the Exchange Act, to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. However, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. The different timelines of competing business combinations could cause our directors and officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders best interest, which could negatively impact the timing for a business combination. In addition, certain of our officers and directors currently sponsor and/or serve as officers or directors of, and our sponsor, officers and directors may in the future sponsor and/or serve as officers or directors of, other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they are or may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. Risks An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled Risk Factors, alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Our stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our stockholders do not support such a combination. Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. If we seek stockholder approval of our initial business combination, our initial stockholder and management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The requirement that we complete our initial business combination within 18 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak and the status of debt and equity markets. If we seek stockholder approval of our initial business combination, our initial stockholder, directors, executive officers, advisors and their affiliates may elect to purchase shares or public warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public float of our Class A common stock. If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001865408_exscientia_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001865408_exscientia_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001865408_exscientia_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001865597_ensemble_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001865597_ensemble_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6fd1b31a26ec10bc1fd1e216e073634da63e7929
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001865597_ensemble_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866232_atwood_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866232_atwood_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866232_atwood_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866233_atwood_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866233_atwood_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866233_atwood_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866292_ensco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866292_ensco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866292_ensco_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866297_ensco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866297_ensco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866297_ensco_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866299_ensco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866299_ensco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866299_ensco_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866301_ensco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866301_ensco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866301_ensco_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866302_ensco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866302_ensco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866302_ensco_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866311_ensco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866311_ensco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866311_ensco_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866314_ensco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866314_ensco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866314_ensco_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866325_ensco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866325_ensco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866325_ensco_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866330_ensco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866330_ensco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866330_ensco_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866333_ensco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866333_ensco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866333_ensco_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866335_ensco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866335_ensco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866335_ensco_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866339_ensco-do_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866339_ensco-do_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866339_ensco-do_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866340_ensco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866340_ensco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866340_ensco_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866343_ensco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866343_ensco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866343_ensco_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866355_ensco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866355_ensco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866355_ensco_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866356_ensco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866356_ensco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866356_ensco_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866358_ensco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866358_ensco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866358_ensco_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866388_atlantic_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866388_atlantic_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866388_atlantic_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866394_petroleum_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866394_petroleum_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866394_petroleum_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866401_rci_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866401_rci_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866401_rci_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866402_rd_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866402_rd_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866402_rd_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866411_hash_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866411_hash_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8514d8662f37d54ebd0fc09995affb5eae9b6063
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866411_hash_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: anchor investors are to the investors which are not affiliated with any member of our management and that have each expressed to us an interest in purchasing up to 2,500,000 units in this offering, as further described herein; company, our company, we, or us are to Hash Space Acquisition Corp, a Cayman Islands exempted company; Companies Act are to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time; equity-linked securities are to any securities of our company which are convertible into or exchangeable or exercisable for, ordinary shares of our company; founder shares are to our ordinary shares initially purchased by our sponsor in a private placement prior to this offering and, unless the context otherwise requires; initial shareholders are to the holders of our founder shares prior to this offering; management or our management team are to our officers and directors; PRC or China refers to the People s Republic of China, excluding, for the purpose of this prospectus, Taiwan, Hong Kong and Macau; private placement shares are to the ordinary shares included within the private placement units being purchased by our sponsor in the private placement; private placement units are to the units being purchased by our sponsor in the private placement, each placement unit consisting of one private placement share and one private placement right to purchase one half of one ordinary share; private placement rights are to the rights included within the private placement units being purchased by our sponsor in the private placement; public rights are to rights sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shares are to our ordinary shares offered as part of the units in this offering (whether they are subscribed for in this offering or thereafter in the open market); public shareholders are to the holders of our public shares; rights are to our rights, which includes all of our rights sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) as well as the private placement rights to the extent they are no longer held by the initial purchasers of the private placement rights or their permitted transferees; second amended and restated memorandum and articles of association are to our second amended and restated memorandum and articles of association to be in effect upon completion of this offering; and sponsor are to Fucheng Technology Group Limited, a Hong Kong limited liability company. Each unit consists of one ordinary share and one right. Any conversion of the ordinary shares described in this prospectus will take effect as a redemption of ordinary shares and an issuance of ordinary shares as a matter of Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED NOVEMBER 22, 2021 $40,000,000 Hash Space Acquisition Corp 4,000,000 Units Hash Space Acquisition Corp is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one of our ordinary shares and one right. Each right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of an initial business combination, as described in more detail in this prospectus. We will have 12 months from the closing of this offering to consummate an initial business combination, unless otherwise extended as described herein. If we anticipate that we may not be able to consummate our initial business combination within 12 months, our insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up to 18 months to complete a business combination), as described in more detail in this prospectus. We may also seek to amend our charter or governing instruments to extend the time to consummate an initial business combination in order to effectuate our initial business combination. If we are unable to consummate our initial business combination within such period, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as further described herein. We have also granted the underwriters a 45-day option to purchase up to an additional 600,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we are unable to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount), we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $50,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Fucheng Technology Group Limited, a Hong Kong limited liability company, has committed to purchase an aggregate of 270,000 units (or 291,000 units if the over-allotment option is exercised in full) at a price of $10.00 per unit ($2,700,000 in the aggregate, or $2,910,000 if the over-allotment option is exercised in full). Each placement unit will be identical to the units sold in this offering, except as described in this prospectus. The placement units will be sold in a private placement that will close simultaneously with the closing of this offering. A limited number of anchor investors which are not affiliated with any member of our management have each expressed to us an interest in purchasing up to 2,500,000 units in this offering at the offering price of $10.00, and such allocations will be determined by the underwriters. There can be no assurance that the anchor investors will acquire any units in this offering, or as to the amount of such units the anchor investors will retain, if any, prior to or upon the consummation of our initial business combination. Other than the units sold in this offering, the anchor investors will not receive any additional consideration for purchasing any units in this offering. The anchor investors will also agree to hold their 1,950,000 ordinary shares through the consummation of our initial business combination and not seek redemption of such shares in connection therewith. For a discussion of certain additional arrangements with the anchor investors, see Summary The Offering Expression of Interest. The underwriters will receive upfront underwriting commission of $0.17 per unit and deferred underwriting discounts or commissions of $0.30 per unit on the units which may be purchased by the anchor investors, as set forth in Underwriting below. Our initial shareholders currently own 1,150,000 ordinary shares, up to 150,000 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised, which (unless otherwise provided in our initial business combination agreement). Prior to this offering, there has been no public market for our units, ordinary shares or rights. We have applied to list our units on The Nasdaq Capital Market, or Nasdaq, under the symbol HACUU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect that the ordinary shares and rights comprising the units to begin separate trading on the 90th day following the date of this prospectus unless Chardan Capital Markets, which we refer to as Chardan informs us of their decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the ordinary shares and rights will be listed on the Nasdaq under the symbols HAC and HACUR, respectively. As a blank check company with no material operations of our own, we conduct our operations through an office space in Hong Kong and our sponsor and all of our executive officers and directors are located in or have significant ties to the People s Republic of China, or PRC. Although we will not undertake our initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau), we may be subject to the certain legal and operational risks. Any of these risks could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. For a detailed description of such risks, see Risks Relating to Being Located in China. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See Risk Factors on page 33. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1)(2) Proceeds, before expenses, to us Per Unit $ 10.00 $ 0.55 $ 9.45 Total $ 40,000,000 $ 2,200,000 $ 37,800,000 (1) Includes $0.30 per unit, or $1,200,000 (or $1,380,000 if the over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, as described in this prospectus. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also Underwriting for a description of compensation and other items of value payable to the underwriters. (2) Assumes investors sourced by the sponsor do not purchase any units in this offering, for which Chardan will be entitled to receive an aggregate underwriting discounts of $0.47 per unit. See Underwriting for additional information. Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $40,400,000 ($10.10 per unit), or $46,460,000 ($10.10 per unit) if the underwriters over-allotment option is exercised in full, will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2021. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities. Book-Running Manager Chardan The date of this prospectus is , 2021 Table of Contents Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Registered trademarks referred to in this prospectus are the property of their respective owners. General We are a blank check company incorporated on April 20, 2021 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an acquisition or a business combination target in any business or industry, we intend to concentrate our efforts in identifying a target in the blockchain sector with an equity value of $100 million to $300 million. We shall not undertake our initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau). We believe companies with considerable business scale and sound financial performance that focus on blockchain are potential attractive targets for our value creation needs through initial business combination. With the digitalization trend in various industries and the rising recognition of blockchain technology in recent years, spending in the global blockchain sector has significantly increased. The application scenarios of blockchain in financial sector is expected to become increasingly widespread, as the blockchain technology matures in decentralized finance ( DeFI ) and crypto payment. Apart from leading Internet companies, including Microsoft, Google, Amazon, Tencent and Huawei that have launched blockchain infrastructure service platforms based on their respective strengths in traditional cloud platforms, platforms such as Facebook and PayPal are also developing blockchain technology in the financial sector. In 2019, Facebook publicized its plan to issue Libra, a digital stable coin payment system, and made several compliance modifications in the Libra 2.0 white paper released in 2020, renaming the project as Diem, which has led to the issuance of a digital coin by financial institutions. This move is both an ambitious plan of the social media giant to explore the financial sector and leads to recognition of blockchain as the cornerstone of the future digital economy. The acceptance of cryptocurrencies by companies and individuals has grown since PayPal announced in 2020 that it would accept payments in cryptocurrencies such as Bitcoin. As of early May 2021, it is estimated that nearly 50 institutions worldwide accept Bitcoin payments, with the most iconic event being the digital currency s market value officially surpassing the value of USD cash. The global market value of Bitcoin and ETH reached historical highs of $900 billion and $450 billion, respectively, as of early May 2021. As of end of July 2021, the market cap of BTC and ETH remain at the high levels of $785 billion and $296 billion. We believe that the application of blockchain technology in the global financial sector will accelerate the digitalization process of countries and industries around the world under the impact of many uncertainties such as political instability, economic cyclical fluctuations, and potentially recurring Covid-19. During the process, our management team plans to leverage our successful and extensive experience in the blockchain industry and equity investment sector to capture opportunities and create business and social value accurately and promptly. Our Management Team Our management team is led by Ms. Haiyi Lu , our Chief Executive Officer, and Mr. Huang Huang, our Chief Financial Officer. Both our management team members have extensive experience in industries of blockchain and mobile internet, business operations, investments, merger and acquisition transactions. Table of Contents Ms. Haiyi Lu has acted as our Chief Executive Officer since our inception. Ms. Lu established Great Chiliocosm World Pisces (Tianjin) Enterprise Management Co. and has served as the General Manager since January 2021. Ms. Lu served as a Senior Director of Wealth Management Operations in JD Digits Technology Holdings Co. Ltd.( JD Digits ) from April 2020 to August 2020. JD Digits is a digital financial platform operated under JD.com. From September 2018 to March 2020, Ms. Lu worked at BitMain Technology Co., Ltd. ( BitMain ), a technology company specialized in the innovation and the development of customized computing chips used in, among other things, the blockchain and artificial intelligence sectors. Ms. Lu founded BitMain s crypto assets mining service business, BitDeer Technology Co., Ltd. ( BitDeer ) where she acted as the chief executive officer from December 2018 to March 2020. From January 2011 to September 2018, Ms. Lu served as the managing director of gaming business of Qihoo 360 Technology Co., Ltd. (SHSE.601360, Qihoo 360 ), where she oversees strategic investments, business operations, as well as project innovation. From July 2004 to December 2009, Ms. Lu was employed with Shenzhen Tencent Computer Systems Company Limited (HK.00700), where she held various positions including strategic analyst, operational analyst and product development officer. Mr. Huang Huang, our Chief Financial Officer and Director, has extensive experience in venture capital, private equity investments and mergers and acquisitions. In January 2017, Mr. Huang founded Great Chiliocosm Capital, a private equity and venture capital management firm in China, and has been a founding partner ever since. Great Chiliocosm Capital specializes in venture capital investments in mobile internet and cultural consumer goods sectors. From December 2015 to December 2016, Mr. Huang served at Qihoo 360 Security Technology Inc. (SHSE: 601360), an internet security solutions provider, where he acted as the investment management director. From June 2014 to December 2015, Mr. Huang served as investment director at Ourpalm Co., Ltd. (SZSE: 300315), a mobile game innovation and development company, where his primary duty was overseeing venture capital investments, mostly in mobile internet sector. From June 2011 to June 2014, Mr. Huang served as a senior advisor of post investment management for Hony Horizon Fund Management Co., Ltd. The past performance of our management team or their respective affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. No member of our management team has had management experience with special purpose acquisition companies in the past. You should not rely on the historical record of our management team s or advisor s or their respective affiliates performance as indicative of our future performance. Business Strategy Our business strategy is to identify and consummate an initial business combination with a disruptive technology company that focuses on blockchain. We will seek to acquire established businesses that we believe are fundamentally sound but may need to redirect strategy or management, integrate industry resources or optimize operations to maximize value. We may also look at earlier stage companies that have advanced technology or business models, and which will offer the potential of sustained high levels of revenue growth and path to profitability. Our management team and sponsor have extensive experience in: strategic management and operational management from regional and globally renowned internet companies; serving as senior management in well-known companies in the blockchain industry and having successfully founded large-scale cloud platforms; raising, operating and managing investment funds in various sectors; venture capital, private equity investments, as well as mergers and acquisitions; Table of Contents Business Combination Criteria We have developed the following guidelines that we believe are important when we evaluate prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, though we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. 1. Competitive in certain specific segments in blockchain financing. Our targets should have a leading presence across a segment or sector, or have leading product or technology capabilities. Based upon our management team s experience, we believe we have a competitive advantage and excellent access to investment opportunities when negotiating a business combination with potential targets in these segments or sectors. Our management team s network and extensive experience provide them with unique opportunities to source and evaluate targets, enter into a business combination with a target and help grow their business 2. Significant growth opportunities. We look for companies that would fully accelerate growth through geographic expansion, business combinations, disruptive products and engineering expertise. 3. Fundamentally sound with the potential for improved performance post business combination. Our management team s experience in target sectors will create opportunities to enhance the operational efficiencies and revenue of the target business, while potentially generating higher returns for our investors 4. Appropriate valuations. Attractive investment terms are also one of the important criteria we use to identify the selection of targets. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC. Our Business Combination Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as reviewing financial and other information that will be made available to us. We will also utilize our operational and capital allocation experience. Our acquisition criteria, due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Table of Contents Sourcing of Potential Business Combination Targets We believe that the operational and transactional experience of our management team and members of our sponsor and their respective affiliates and related entities and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential business combination targets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships with sellers, financing sources and target management teams. Our management team and members of our sponsor and their respective affiliates and related entities have significant experience in executing transactions under varying economic and financial market conditions. We believe that these networks of relationships and this experience will provide us with important sources of investment opportunities. In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions. We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities) or making the acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors (or their respective affiliates or related entities). In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. As more fully discussed in Management Conflicts of Interest, if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. Other Acquisition Considerations In addition to our sponsor, members of our management team may directly or indirectly own our ordinary shares and/or private placement units following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our second amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands law, if a director has made disclosure in accordance with our second amended and restated memorandum and articles of association, then he shall not, by reason only of his office, be accountable to us for any benefit that he derives from any such transaction or arrangement or from any such office or employment or from any interest Table of Contents in any such body corporate, and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit. A director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of such interest shall be disclosed at or prior to its consideration or any vote thereon by the board of directors. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. Our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act even before we enter a definitive agreement regarding our initial business combination. Initial Business Combination Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. Unless we complete our initial business combination with an affiliated entity, or our board of directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our board of directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares and/or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial Table of Contents business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not listed on the Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on the Nasdaq at the time of our initial business combination. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted Table of Contents company, we have applied for and received a tax exemption undertaking from the Financial Secretary of the Cayman Islands that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are a Cayman Islands exempted company incorporated on April 20, 2021. Our executive offices are located at Room 06, 13AF., South Tower, World Finance Centre, Harbour City, 17 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong, and our telephone number is +852-2206 0092. Table of Contents The Offering In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 37 of this prospectus. Securities offered 4,000,000 units, at $10.00 per unit, each unit consisting of: one ordinary share; and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of an initial business combination, subject to conditions described in this prospectus. Proposed Nasdaq symbols Units: HACUU Ordinary Shares: HAC Rights: HACUR Trading commencement and separation of ordinary shares and rights The units will begin trading promptly after the date of this prospectus. The ordinary shares and rights comprising the units will begin separate trading on the 90th day following the date of this prospectus unless Chardan informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the ordinary shares and rights commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into ordinary shares and rights. Separate trading of the ordinary shares and rights is prohibited until we have filed a Current Report on Form 8-K In no event will the ordinary shares and rights be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. Units: Number issued and outstanding before this offering 0 Table of Contents Number issued and outstanding after this offering 4,270,000(1) Ordinary shares: Number issued and outstanding before this offering 1,150,000(2) Number issued and outstanding after this offering 5,270,000(1)(3) Rights: Number issued and outstanding before this offering 0 Number of rights to be issued and outstanding after this offering and the private placement 4,270,000(1)(4) Rights: Term of Rights: Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of our initial business combination. In the event we will not be the surviving entity upon completion of our initial business combination, each holder of a right will be required to affirmatively convert its rights in order to receive the 1/10 ordinary share underlying each right (without paying any additional consideration). If we are unable to complete an initial business combination within the required time period and we redeem the public shares for the funds held in the trust account, holders of rights will not receive any such funds in exchange for their rights and the rights will expire worthless. We will not issue fractional shares upon exchange of the rights. If, upon conversion of the rights, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares to be issued to holder and, upon conversion, pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined. We will make the determination of how we are treating fractional shares at the time of our initial business combination and will include such determination in the proxy materials we will send to shareholders for their consideration of such initial business combination. (1) Assumes no exercise of the underwriters over-allotment option. (2) Consists solely of founder shares and includes up to 150,000 ordinary shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. Except as otherwise specified, the rest of this prospectus has been drafted to give effect to the full forfeiture of these 150,000 ordinary shares. (3) Includes 4,000,000 public shares, 270,000 private placement shares and 1,000,000 founder shares. (4) Includes 4,000,000 public rights and 270,000 private placement rights. Table of Contents Expression of interest A limited number of anchor investors have each expressed to us an interest in purchasing up to 2,500,000 units in this offering at the offering price of $10.00 per unit, and such allocations will be determined by the underwriters. Pursuant to such units, the anchor investors have not been granted any shareholder or other rights in addition to those afforded to our other public shareholders. Further, the anchor investors will also agree to hold 1,950,000 ordinary shares through the consummation of our initial business combination and not seek redemption of such shares in connection therewith. Other than as described herein, the anchor investors will have the same rights to the funds held in the trust account with respect to the ordinary shares underlying the units they may purchase in this offering as the rights afforded to our other public shareholders. There can be no assurance that the anchor investors will acquire any units in this offering, or as to the amount of such units the anchor investors will retain (other than the 1,950,000 ordinary shares as described above), if any, prior to or upon the consummation of our initial business combination. There is also no guarantee that all anchor investors will participate in the offering. In the event that the anchor investors purchase all of the units that they have expressed an interest in purchasing in this offering, hold all such units until prior to consummation of our initial business combination and vote their public shares in favor of our initial business combination, in addition to the founder shares, no affirmative votes from other public shareholders would be required to approve our initial business combination. The anchor investors are not required to vote any of their public shares in favor of our initial business combination or for or against any other matter presented for a shareholder vote. Other than the units sold in this offering, the anchor investors will not receive any additional consideration for purchasing units in this offering. Founder shares In June 4, 2021, our sponsor paid $25,000, or approximately $0.02 per share to cover certain of our offering and formation costs in consideration of 1,150,000 founder shares. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. Our initial shareholders will own approximately 24.1% of our issued and outstanding shares after this offering (assuming they do not purchase units in this offering). If we increase or decrease the size of the offering, we will effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable, with respect to our ordinary shares immediately prior to the consummation Table of Contents of the offering in such amount as to maintain the ownership of founder shares by our initial shareholders at 20% of our issued and outstanding ordinary shares upon the consummation of this offering (excluding any private placement shares). The founder shares are identical to the ordinary shares included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our second amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount) or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our sponsor has agreed, pursuant to such letter agreement, to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholder s founder shares and private placement shares, we would need Table of Contents only 47,501, or 1.19%, of the 4,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming only a quorum is present at such meeting held to vote on our initial business combination) in order to have our initial business combination approved (assuming the over-allotment option is not exercised); and the founder shares are subject to registration rights. Transfer restrictions on founder shares Our sponsor, directors and officers have agreed not to transfer, assign or sell (A) with respect to 50% of their founder shares, for a period ending on the earlier to occur of the six-month anniversary of the completion of our initial business combination or the date on which the closing price of the ordinary shares exceeds $12.50 for any 20 trading days within a 30-day trading period following the closing of our initial business combination; (B) with respect to the remaining 50% of the founder shares, for a period ending on the six-month anniversary of the closing of our initial business combination or (C) in each case, subsequent to our initial business combination, the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property (except as described herein under the section of this prospectus entitled Principal Shareholders Restrictions on Transfers of Founder Shares and Private Placement Units ). We refer to such transfer restrictions throughout this prospectus as the lock-up. Private placement units Our sponsor has committed to purchase an aggregate of 270,000 private placement units (or 291,000 private placement units if the over-allotment option is exercised in full) at a price of $10.00 per unit ($2,700,000 in the aggregate, or $2,910,000 if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each placement unit is identical to the units offered by this prospectus except as described below. There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares, placement shares or placement rights, which will expire worthless if we do not consummate a business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount). Our initial shareholders have agreed to waive their redemption rights with respect to their private placement shares (i) in connection with the consummation of a business combination, (ii) in connection with a shareholder vote to amend our second amended and restated memorandum and articles of association to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto, to redeem 100% of our public shares if we do not complete our initial business Table of Contents combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount) or with respect to any other provision relating to shareholders rights or pre-initial business combination activity and (iii) if we fail to consummate a business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount) or if we liquidate prior to the expiration of the 12-month period (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount). However, our initial shareholders will be entitled to redemption rights with respect to any public shares held by them if we fail to consummate a business combination or liquidate within the 12-month period (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount). Transfer restrictions on placement units The placement units and their component securities will not be transferable, assignable or salable until 30 days after the consummation of our initial business combination except to permitted transferees. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement units be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement units described in this prospectus, $40,400,000 ($10.10 per unit), or $46,460,000 ($10.10 per unit) if the underwriters over-allotment option is exercised in full, will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and $1.3 million will be used to pay expenses in connection with the closing of this offering and for working capital following this offering (not including underwriter s commissions and discounts). The proceeds to be placed in the trust account include $1,200,000 (or up to $1,380,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement units will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our second amended and restated memorandum and Table of Contents articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount) or (B) with respect to any other provision relating to shareholders rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes. Based upon current interest rates, we expect the trust account to generate approximately $8,080 of interest annually (assuming no exercise of the underwriters overallotment option and an interest rate of 0.02% per year) following the investment of such funds in specified U.S. government treasury bills or in specified money market funds. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement units not held in the trust account, which will be approximately $650,000 in working capital after the payment of approximately $650,000 in expenses relating to this offering and certain reimbursements to us by the underwriters; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Conditions to completing our initial business combination Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination. If our securities are not listed on the Nasdaq after this offering, we would not be required to satisfy the Table of Contents 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on the Nasdaq at the time of our initial business combination. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not listed on the Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on the Nasdaq at the time of our initial business combination. Permitted purchases of public shares and rights by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, or their respective affiliates may purchase shares or rights in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Please see Proposed Business Permitted purchases of our securities for a description of how such persons will determine which shareholders to seek to acquire shares from. There is no limit on the number of shares such persons may purchase, or any restriction on the price that they may pay. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. Table of Contents However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, or their respective affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our sponsor, directors, officers, or their respective affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.10 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder Table of Contents must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our rights. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our second amended and restated memorandum and articles of association would require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the Nasdaq, we will be required to comply with such rules. If shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural Table of Contents requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares and private placement shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our second amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based Table of Contents on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. Our second amended and restated memorandum and articles of association will provide that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof. Tendering share certificates in connection with a tender offer or redemption rights We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Table of Contents Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our second amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. We may waive this restriction in our sole discretion. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares, private placement shares or public shares held by them redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public shareholder and subject to the 15% limitation in connection with any such redemption right. Table of Contents Redemption Rights in connection with proposed amendments to our second amended and restated memorandum and articles of association Our second amended and restated memorandum and articles of association will provide that any of its provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and in our second amended and restated memorandum and articles of association), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. Should our sponsor vote all its shares in favor of any such amendment, we would require 2,155,501, or 53.89%, of the public shares issued in this offering to be voted in favor of any such amendment for its approval (assuming no exercise of the underwriters overallotment option and no purchase by our sponsor or its affiliates or our officers and directors or their respective affiliates of public shares in this offering or thereafter). We may not issue additional securities that can vote on amendments to our second amended and restated memorandum and articles of association or in our initial business combination. Our initial shareholders, which will beneficially own 20% of our ordinary shares upon the closing of this offering (assuming it does not purchase units in this offering), will participate in any vote to amend our second amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner it chooses. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our second amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount) or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Table of Contents founder shares, private placement shares and public shares in connection with the completion of our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us, other than funds the trustee will use to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination. We will use the remaining funds to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers, and directors have agreed that we will have only 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount) to complete our initial business combination. If we are unable to complete our initial business combination within such 12-month period (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other Table of Contents applicable law. There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to complete our initial business combination within the 12-month time period (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount). Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount). However, if our sponsor, officers or directors acquire public shares after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 12-month time frame (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount) and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our second amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the maximum amount) or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares. However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment Table of Contents of underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules). Ability to extend time to complete business combination If we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 18 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $400,000, or $460,000 if the underwriters over-allotment option is exercised in full ($0.10 per share in either case), on or prior to the date of the applicable deadline, for each of the available three month extensions providing a total possible business combination period of 18 months at a total payment value of $800,000, or $920,000 if the underwriters over-allotment option is exercised in full. Any such payments would be made in the form of non-interest bearing loans. We may also seek to amend our charter or governing instruments to extend the time to consummate an initial business combination in order to effectuate our initial business combination. If we complete our initial business combination, we will, at the option of our sponsor, repay such loaned amounts out of the proceeds of the trust account released to us or convert a portion or all of the total loan amount into units at a price of $10.00 per unit, which units will be identical to the private units. If we do not complete a business combination, we will only repay such loans from funds held outside of the trust account. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. Our public shareholders will not be entitled to vote or redeem their shares in connection with any such extension. As a result, we may conduct such an extension even though a majority of our public shareholders do not support such an extension and will not be able to redeem their shares in connection therewith. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this Table of Contents offering and the sale of the private placement units held in the trust account prior to the completion of our initial business combination: repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; payment to our sponsor of a total of $10,000 per month for office space, administrative and support services; reimbursement for certain out-of-pocket expenses related to identifying, investigating and completing an initial business combination; repayment of loans made by our sponsor or its designees at the closing of our initial business combination in connection with extensions of the period of time to consummate a business combination (as described in more detail in this prospectus); and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender. These payments may be funded using the net proceeds of this offering and the sale of the private placement units not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee (which will be composed entirely of independent directors), to among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target Table of Contents business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. Because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only third parties we currently expect to engage would be vendors such as lawyers, investment bankers, computer or information and technical services providers or prospective target businesses. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such obligations. Conflicts of Interest Each of our officers and directors presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our second amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. Table of Contents Risks We are a blank check company incorporated as a Cayman Islands exempted company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors: our being a company with no operating history and no revenues; our ability to select an appropriate target business or businesses; our ability to complete our initial business combination; our expectations around the performance of the prospective target business or businesses; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they may then receive expense reimbursements; our potential ability to obtain additional financing to complete our initial business combination; our pool of prospective target businesses; our ability to consummate an initial business combination due to the continued uncertainty resulting from the COVID-19 pandemic; the ability of our officers and directors to generate a number of potential acquisition opportunities; our public securities potential liquidity and trading; the lack of a market for our securities; the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; the trust account not being subject to claims of third parties; risks and uncertainties related to the blockchain and semiconductor industries; our financial performance following this offering; and the other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Table of Contents Approval of PRC Authorities We are a blank check company incorporated in the Cayman Islands with no material operations of our own, except for searching for a target business with its principal business operations outside of China (including Hong Kong and Macau) in order to consummate an initial business combination, we do not believe or anticipate that any prior permission or approval is required from the PRC government under the currently effective PRC laws and regulations in connection with (i) this offering or (ii) our search for a target business or related activities. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from any PRC governmental authorities. We cannot assure you, however, that regulators in China will not take a contrary view or subsequently require us to undergo any approval procedures and subject us to penalties for non-compliance. If we are subsequently subject to additional requirements that we obtain any approval from the PRC authorities in connection with (i) this offering or (ii) our search for a target business or related activities, we cannot assure you that we will be able to obtain such approval and conduct our business as described herein. See Risks Relating to Being Located in China. Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to investors and our company. and Although we are currently not required to obtain approval from any of the PRC central or local government to obtain any approval in connection with this offering or our search for a target business or related activities, our operations may be adversely affected in the future, directly or indirectly, by existing or future relevant laws and regulations if the PRC government takes the view that its approval is required. Table of Contents SUMMARY FINANCIAL DATA The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. Actual As Adjusted Balance Sheet Data: Working capital (deficit)(1) $ (183,587 ) $ 42,866,363 Total assets(2) 2,842,532 44,267,367 Total liabilities(3) 2,881,054 1,401,004 Value of ordinary shares subject to possible redemption(4) 20,705,000 Shareholders (deficit) equity(5) (38,522 ) 22,161,363 (1) The as adjusted calculation includes $40,400,000 cash held in trust from the proceeds of this offering and the sale of the placement units, plus $38,522 of actual shareholders deficit as of September 30, 2021, less $1,401,004 of deferred underwriting commissions and amount due to related party. (2) The as adjusted calculation equals $40,400,000 cash held in trust from the proceeds of this offering and the sale of the placement units, plus $38,522 of actual shareholders deficit as of September 30, 2021. (3) The as adjusted calculation includes $1,401,004 of deferred underwriting commissions and amount due to related party. (4) The as adjusted calculation equals the as adjusted total assets, less the as adjusted total liabilities, less the as adjusted shareholders equity, which is set to approximate the minimum net tangible assets threshold of at least $22,161,363. (5) Excludes 2,050,000 public shares which are subject to redemption in connection with our initial business combination. The as adjusted calculation equals the as adjusted total assets, less the as adjusted total liabilities, less the value of ordinary shares that may be redeemed in connection with our initial business combination (initially $10.00 per share). The actual number of public shares that may be redeemed may exceed the aforementioned amount provided that we will not consummate an initial business combination. The as adjusted information gives effect to the sale of the units in this offering, the sale of the placement units, and the payment of the estimated expenses of this offering and assumes no exercise of the underwriters over-allotment option. The as adjusted total assets amount includes the $40,400,000 held in the trust account (which would be $46,460,000 if the underwriters over-allotment option is exercised in full) for the benefit of our public stockholders, which amount, less deferred underwriting commissions, will be available to us only upon the completion of our initial business combination within the completion window. The as adjusted total assets include $1,200,000 being held in the trust account (which would be $1,380,000 if the underwriters over-allotment option is exercised in full) representing deferred underwriting commissions. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866417_rowan_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866417_rowan_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866417_rowan_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866440_rowan_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866440_rowan_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866440_rowan_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866443_rowan_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866443_rowan_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866443_rowan_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866446_rowan_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866446_rowan_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866446_rowan_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866458_rowan_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866458_rowan_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866458_rowan_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866478_rdc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866478_rdc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866478_rdc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866489_rdc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866489_rdc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866489_rdc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866492_rocal_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866492_rocal_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866492_rocal_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866497_rowan_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866497_rowan_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866497_rowan_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866550_thoughtwor_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866550_thoughtwor_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866550_thoughtwor_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866602_valaris_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866602_valaris_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866602_valaris_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866814_alpha_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866814_alpha_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866814_alpha_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866823_alpha_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866823_alpha_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866823_alpha_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866825_alpha_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866825_alpha_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866825_alpha_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866881_ralph_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866881_ralph_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866881_ralph_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001866934_valaris_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001866934_valaris_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001866934_valaris_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001867065_rowan-n_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001867065_rowan-n_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001867065_rowan-n_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001867183_golden_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001867183_golden_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2f2d4f04f0fbbf9a324ea668b33fa3f67b65de5e
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001867183_golden_prospectus_summary.txt
@@ -0,0 +1 @@
+summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: "Companies Act" are to the Companies Act (2021 Revision) of the Cayman Islands, as the same may be amended from to time; "directors" are to our current directors and our director nominees named in this prospectus; "equity-linked securities" are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in connection with our initial business combination including but not limited to a private placement of equity or debt; "founder(s)" are to (i) Ascend Global Investment Fund SPC (acting for the account of Strategic Segregated Portfolio), a Cayman Islands segregated portfolio company managed by Ascend Capital Advisors (S) Pte. Ltd. a licensed fund management company under the Monetary Authority of Singapore and (ii) CUE1 Pte. Ltd., a Singapore based company providing consultancy and trading services in the commodities sector including M&A, and structured trading solutions established by a senior executive in the commodities sector with extensive & deep experience in the industry, including leading global commodities trading businesses of significant scale. "founder shares" are to our Class B ordinary shares initially issued or transferred to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be "public shares"); " initial shareholders" are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); "management" or "management team" are to our executive officers, directors, director nominees, and to our advisors unless otherwise specified; "memorandum and articles of association" are to our memorandum of association and amended and restated articles of association to be in effect upon completion of this offering; "ordinary shares" refers to our Class A ordinary shares and Class B ordinary shares, collectively; "placement shares" are to our ordinary shares included within the placement units being purchased by our sponsor in the private placement; "placement units" are to the units being purchased by our sponsor, with each placement unit consisting of one placement share and one-half of one placement warrant; "private placement" are to the private placement of 248,125 placement units if the over-allotment option is exercised in full) at a price of $10.00 per unit, for an aggregate purchase price of $2,481,250 (or up to 266,875 units for an aggregate purchase price of up to $2,668,750 if the over-allotment option is exercised in full), which will occur simultaneously with the completion of this offering; "placement warrants" are to the warrants included within the placement units being purchased by our sponsor in the private placement and to the warrants included within the units issued upon conversion of working capital loans, if any; "public shares" are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); 1 "public shareholders" are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a "public shareholder" will only exist with respect to such public shares; "public warrants" are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "sponsor" are to Golden Ventures Sponsors LLC, a Cayman Islands limited liability company, of which certain of our officers and directors are beneficial owners; "representative" are to EF Hutton, division of Benchmark Investments, LLC, who is the representative of the underwriters in this offering; "representative shares" are to the 50,000 Class B ordinary shares to be issued (or up to 57,500 Class B ordinary shares if the over-allotment option is exercised in full) to the representative and its designees in connection with this offering; "trust account" are to the segregated trust account located in the United States with J.P. Morgan Securities LLC and with Continental Stock Transfer & Trust Company acting as trustee, into which we will deposit certain proceeds from this offering and the sale of the placement units; "underwriter" are to EF Hutton, division of Benchmark Investments, LLC, the underwriter of this offering; "warrants" are to our public warrants and placement warrants unless the context provides otherwise; and "we," "us," "Company" or "our company" are to Golden Ventures Acquisition Corporation, a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the founder shares described in this prospectus will take effect as a compulsory redemption of founder shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture by our sponsor of 375,000 founder shares following the closing of this offering. General Overview and Objective We are a newly incorporated blank check company established as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target with respect to an initial business combination with us. While we may pursue a target in any industry, section or geography, we intend to seek a target in the commodities space that will be able to capitalize on a number of major global trends, including (1) the continued push towards decarbonization, vehicle electrification, and other clean energy initiatives; and (2) the strong demand for commodities as economies continue to reopen, complemented by increased interest in adding certain commodities to investment portfolios. Collectively, these trends may contribute to a new "commodities super-cycle" or decades-long period where commodities trade above their historical price trends due to their heightened demand across a broad range of applications, as well as insufficient supply to meet such demand. 2 We will capitalize on our management team s significant expertise and experience in the commodities space that has been cultivated over the past four decades. Our diverse, complementary management team has a proven track record of sourcing and executing deals in the commodities space, as well as direct experience in operating and managing commodities companies, especially in the Asia Pacific region. Our management team also has a strong network in the industry and a deep understanding of the most pressing trends in the space. We believe that these factors will benefit our ability to search for, and conduct rigorous due diligence on, a high-quality target company. Our Management Team Our management team is led by Manish Dahiya, our Chief Executive Officer, and Mulyadi Tjandra, our Chairman and Chief Financial Officer. Manish Dahiya, our Chief Executive Officer since 13 July, 2021, is a senior management executive with extensive experience in the natural resources & commodities sector. Mr. Dahiya has managed a portfolio of global supply chains for a range of industrial and energy products, across marketing, processing, finance and transport of key commodities, connecting low-cost producing regions with high-demand growth markets. He is currently the Managing Director of one of our founders, Cue1 Pte. Ltd. ("Cue1"), a Singapore-based company providing consultancy and trading services in the commodities sector including M&A, and structured trading solutions since January 2021. Mr. Dahiya has almost 17 years of experience within the mining and energy sectors, most recently as the Head of Energy Complex at Noble Group from August 2009 to March 2020. At Noble, he led the group s global portfolio of LNG, oil and energy coal businesses, with activities including trading, investments and M&A. Mr. Dahiya managed a diversified and cross-cultural team, spanning out from its strong base in Asia to Africa, Europe and the Americas. Mr. Dahiya started his career in brand management, sales & marketing and worked at BHP Billiton in Singapore from 2005 to 2009, as the Marketing Manager for energy coal in Asia. He has served on various boards including publicly listed companies. In 2015, he was recognized by Asia Society by being selected in to the Asia 21 Young Leaders cohort. (Asia Society is the leading educational organization dedicated to promoting mutual understanding and strengthening partnerships among peoples, leaders and institutions of Asia and the United States in a global context.) In his various senior roles, Mr. Dahiya routinely engaged with all stakeholders including communities, social groups, government leaders across portfolios of development, leading institutions including sovereign and private wealth funds, and global business leaders. Mr. Dahiya holds a Master in Business Administration from INSEAD (2004) and an Master of Arts (Economics) from University of Pune (2002). Mulyadi Tjandra, our Chairman and Chief Financial Officer since 13 July, 2021, has more than 20 years of experience in the financial industry, with an emphasis on corporate and private banking. Mr. Tjandra is currently a director of Ascend Capital Advisors (S) Pte. Ltd. ("Ascend") since April 2016, a licensed fund management company in Singapore with more than $370 million of assets under management as of April 2021, where he oversees operating activities including compliance, investor relations, and fundraising. Mr. Tjandra also sits on various boards including Golden Investments (Australia) Pte Ltd., a company owned by GEAR, and two Cayman Islands funds managed by Ascend. Prior to Ascend, Mr. Tjandra served as Vice President of Private Wealth Management at Morgan Stanley in Singapore from 2004 to 2016, Vice President of the International Private Client Group at Merrill Lynch in Singapore from 2001 to 2004, and Vice President of the Private Banking Group at Citigroup Private Bank in Jakarta from 1999 to 2001. Prior to Citibank, Mr. Tjandra also held other executive positions at PT Bank Central Asia Tbk. Mr. Tjandra holds a Master s degree in Mechanical Engineering from Purdue University in West Lafayette, Indiana, U.S. and a Bachelor s Degree in Mechanical Engineering (Cum Laude) from Case Western University in Cleveland, Ohio, U.S.A., Mr. Tjandra is also a member of Tau Beta Pi Honor Engineering Society in the United States since 1990. Our Independent Directors Alberto Migliucci, who will serve as one of our Independent Directors commencing upon consummation of this offering, is the Chief Executive Officer and founder of Singapore-based Petra Commodities Asia, a capital investment and advisory firm focused on natural resources commodities established in 2013. Mr. Migliucci has more than 30 years of industry and finance experience within the mining, energy, and natural resources sectors, as a geologist, a project financier and an investment banker. Mr, Migliucci is a specialist for M&A, capital raising (debt and equity), structured and project finance, IPOs, investments, and advisory focused on the mining, energy and natural resources sectors where he has spearheaded many landmark natural resources transactions with a cumulative total of more than $100 billion. Mr. Migliucci has evaluated, financed and worked on hundreds of commodities and energy-related deals in the Asia Pacific region alongside many of the world s largest mining and energy companies, governments, state-owned enterprises, banks, investors, high net-worth individuals, and family offices. 3 Prior to establishing his own advisory firm, Mr. Migliucci held various senior positions at Credit Suisse in Singapore from 2008 to 2013 as of Managing Director, Global Energy Group; Head of Mining and Metals, Asia; Head of Mining, Metals and Energy, South East Asia and Head of Energy, Oil and Gas, South East Asia where he "led the firm to the number one position in advisory league tables in Asia 2008-2013" (source: FORBES Indonesia, Thompson Reuters). Mr. Migliucci held the position of Chairman of the Board from 2014-2017 for R3D Global Limited, a company listed on the Australian Securities Exchange (ASX: R3D). Mr. Migliucci held positions as Head of Energy Finance, Asia Pacific Region and Head of Mining Finance, Asia while at Standard Bank in Singapore from 2005-2008 and Vice President, Project and Export Credit Finance Global Group at BNP Paribas Fortis in Singapore from 2004-2005. He started his banking career in Australia with Sumitomo Bank of Japan (1997-1998), Westpac Banking Corporation (1998-2000) before moving to Hong Kong with Soci t G n rale (2000-2004). Prior to banking, Mr. Migliucci worked as a geologist for companies like GoldFields, Exxon, Santos and the Australian Government (Geological Survey). Mr. Migliucci holds a Bachelor of Science (Geology Major) with First Class Honors from the University of New South Wales (1990) and a Master of Applied Finance from Macquarie University, Sydney, Australia (2000). Carl Dunton, who will serve as one of our Independent Directors commencing upon consummation of this offering, is a lawyer with more than 25 years of experience in mergers and acquisitions, special situations, cross-border financing, and financial restructuring transactions. Mr. Dunton is recognized as a leading lawyer for both Banking & Finance and Restructuring & Insolvency by leading independent legal directories, including Chambers Asia, Legal 500 Asia and IFLR 1000. Mr. Dunton has a wide range of experience from structured and secured lending to complex restructuring and emerging market cross-border financing transactions with major clients including large Asia-based conglomerates and financial institutions. Mr. Dunton was a Partner at PwC Legal International Pte Ltd., a licensed foreign law practice in Singapore from May 2017 to August 2020 and has more recently served as a Senior Legal Specialist with PwC s New Law team in the UK since August 2020. Prior to that, he was a Partner at Ashurst Singapore for nine years from April 2008 to April 2017 where he was involved in emerging market cross-border financings and financial restructurings throughout Southeast Asia, particularly in Indonesia. Mr. Dunton was a Senior Associate at White & Case Singapore for five years from 2003 to 2008 and spent seven years at Linklaters from 1995 to 2002, where he started his legal career. Mr. Dunton graduated with a Bachelor of Arts in Jurisprudence at University of Oxford in 1993. Karthikeyan Sathyamoorthy, who will serve as one of our Independent Directors commencing upon consummation of this offering, is the President of Atlantic, Gulf & Pacific Company (AG&P) LNG Terminals and Logistics, one of the world s fastest-growing providers of LNG import and LNG and gas logistics, distribution and infrastructure solutions since August 2017. Mr. Sathyamoorthy led AG&P s LNG terminal foray into India and the Philippines. Mr. Sathyamoorthy brings with him nearly two decades of extensive energy sector transactional and commercial experience working for Galway Group from September 2011 to July 2017, most recently as its Global President as well as with Wood Mackenzie, HSBC from 2005 to 2006 and Crisil in 2005, where he was involved in various energy-related transactions and advisory based out of India, Singapore, UK, and Australia. Mr. Sathyamoorthy also sits on various boards including GasEntec Co Ltd. since June 2020, GenesisRay Energy since July 2017, and BrainGroom since July 2017. He holds an Electrical Engineering degree since 2003 and a Master s in Business Administration from University of Petroleum and Energy Studies in Oil and Gas Management in 2005. Our independent director nominees have experience in public company governance, executive leadership, operational oversight and capital markets experience. Our directors also have experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates as well as following the completion of our initial business combination. We believe that our management team s extensive experience and deep expertise in our target industries position us well to take advantage of the growing set of acquisition opportunities focused on the commodities space and that our vast network, ranging from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive transaction for our shareholders. The past performance of the members of our management team or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record of the performance of our management team or any of its affiliates performance as indicative of our future performance. 4 Our Advisors Mark Zhou, one of our advisors, has more than a decade of executive senior management and investment banking experience including extensive experience in the industrial, mining, and natural resources sectors. Mr. Zhou is an Executive Director and the Chief Investment Officer of Golden Energy & Resources Limited (GEAR), a Singapore Mainboard listed (SGX:AUE) leading energy and resources company in the Asia Pacific region, since February 2021 and December 2020, respectively. Mr. Zhou is responsible for overseeing and managing GEAR s assets, fundraising and merger and acquisition activities as well as investor relations. Mr. Zhou led GEAR from an Indonesian energy coal producer to a diversified gold and met coal producer in Australia and successfully raised capital in international high yield bonds and numerous fund raisings to support the organic and inorganic expansions of GEAR. Mr. Zhou has also served as Chief Investment Officer of Sinarmas Mining since December 2020. Previously, Mr. Zhou served as Head of Investments for GEAR from September 2016 to November 2020, and prior to that, served as Chief Executive Officer for PSL Holdings Limited from January 2015 to August 2016. Mr. Zhou currently sits on various boards including Golden Investments (Australia) Pte Ltd., GEAR Trading Enterprise Pte Ltd., GEAR Renewables Pte Ltd., Bavarian Capital Pte Ltd., and Ravenswood Gold Pty Ltd. Mr. Zhou has completed various equity and debt fund raisings as well as acquisitions and investments for companies listed on the Singapore Stock Exchange. Mr. Zhou graduated from Nanyang Technological University with a Bachelor of Business Degree with double specialization in banking, finance and business law. Dwi Prasetyo Suseno, one of our advisors, is the Chief Executive Officer of GEAR, a Singapore Mainboard listed (SGX:AUE) leading energy and resources company in the Asia Pacific region since February 2021, where he is responsible for managing the operations for the firm, including mining, logistics and marketing, as well as leading strategic initiatives and expansions. Mr. Suseno has more than 26 years of experience in management, commercial, and finance in mining, resources as well as oil and gas related industries in Asia Pacific and globally. Mr. Suseno was previously a Board Commissioner at PT Indo Straits, an IDX-listed company from January 2013 to January 15, a Director with PT Geobara Indonesia, a leader in coal mining from 2013 to January 2015 and as an Executive Director and Chief Financial Officer of Straits Corporation Group, which was then part of SGX-listed mining company Straits Asia Resources Limited from November 2008 and January 2015. Mr. Suseno has previously worked with Baker Hughes Inc. (Fortune 500 NYSE listed oilfield services company), Arthur Andersen Australia and Ernst & Young LLP. Mr. Suseno is a Certified Public Accountant in both Australia and Singapore and graduated with a Bachelor of Commerce Degree from the University of Western Australia, Graduate Diploma in Tax from the University of Melbourne s Law Master s program, as well as a Postgraduate Diploma in Business from Curtin University. He also holds an executive Masters in Business Administration from Kellogg School of Management & Hong Kong University of Science and Technology. We believe that the established industry and investment experience of our management team, who have developed a significant network of deep global relationships including within leading energy and resources company in Asia Pacific region, will provide us with competitive advantages in sourcing and identifying suitable target businesses that may provide opportunities for an attractive risk-adjusted return to our shareholders. Over the past four decades, our management team has demonstrated a proven track record of sourcing and executing deals in the commodities space, as well as direct experience in operating and managing commodities companies. Selected deals in which certain members of our management team and directors have been involved include the following: AU$ 200 million (US$ 155 million) acquisition of majority stake (upsize existing position) in Stanmore Coal, an Australian coal mining company, by GEAR and Ascend Global Investment Fund SPC (May 2020) AU$ 300 million (US$ 230 million) acquisition of Ravenswood Gold, an Australian gold mine, by EMR Capital and GEAR (March 2020) US$ 90 million acquisition of Atlantic, Gulf & Pacific holding company stake by Osaka Gas/Japan Bank for International Cooperation (July 2019) AU$ 68 million strategic alliance and capital injection in Westgold Resources Limited (November 2017) US$ 188 million acquisition of Indonesian oil and gas asset by Santos (Aug 2013) US$ 90 billion merger of Glencore and Xstrata (2013) Financial advisor to LG International (Korea) on copper assets (2011-2012) US$ 4.3 billion Rio Tinto s investment in 14% stake of Ivanhoe Mines (Dec 2010) US$ 1.8 billion TNK-BP s acquisition of BP s Vietnam and Venezuela assets (Oct 2010) US$ 19.5 billion Rio Tinto s strategic partnership with Chinalco (Feb 2009) 5 The management team will employ a disciplined and highly selective investment process and expect to add value to a target company through add-on acquisitions, capital structure optimization and operational improvements & growth. Market and Industry Opportunity We believe that there are several major global trends currently underway, all of which may contribute to a sharp increase in the demand for many commodities: 1.Continued global push towards electrification, decarbonization and clean energy initiatives: Many countries across the world are advocating for, and increasingly transitioning towards, decarbonization and clean energy policies. For instance, China has pledged to achieve net zero carbon by 2060; the EU has set a target to reduce CO2 emissions by 55% by 2030. The U.S. has also recently committed to historic levels of investment towards a "clean energy revolution." Inherent in these commitments are the development and subsidization of new technologies such as electric vehicles (EVs) and EV batteries, hydrogen fuel cell technologies, solar panels, wind turbines, and more. For example, the Biden administration s proposed $2.2 trillion infrastructure plan includes $174 billion specifically for the promotion of electric vehicles and charging stations. As per International Energy Agency, for the world to achieve net zero emissions by 2050, the total market size of critical minerals such as copper, cobalt, manganese and various rare earth metals will have to grow almost sevenfold between 2020 and 2030. We believe that over the past few years, many of the technologies relevant in the push towards electrification, decarbonization and clean energy initiatives have experienced substantial reductions in costs that could enable their widespread adoption in the near future. Correspondingly, we believe that there will be significantly increased demand for the raw materials and commodities that are used to create these technologies. Some examples of such commodities and their applications include: Copper and aluminum are used as inputs for the production of EVs. Lithium, nickel, manganese, cobalt, graphite, and aluminum are used as inputs for the production of EV batteries. Platinum, palladium, and rhodium (the "PGM" – or Platinum Group of Metals) are used in autocatalysts to control vehicle emissions and for a variety of hydrogen fuel cell technologies (FCEV). Rare earth metals are used as inputs for the production of permanent magnets, which are a critical component of electric motors, used for EVs, wind turbines, and other technologies. Cadmium, gallium, germanium, indium, selenium, and tellurium may be used as inputs for the development of solar panel technologies. 2.Global economic recovery from the coronavirus pandemic, complemented by increased interest in owning certain commodities as alternative investments: As countries continue to roll out vaccinations and move to reopen their borders, demand for commodities may rise sharply. According to Citi Research, economic recovery and vaccine rollouts may allow manufacturing hubs to ramp up in 2021, and could also increase restocking activity across the supply chain, potentially benefiting commodity demand. Similarly, government spending may lead to robust commodity demand. For instance, the Biden administration has recently proposed a US $2.2 trillion infrastructure plan, of which an estimated $1.3 trillion is expected to be invested in commodity-intensive areas such as housing, highways, grid modernization, and as electric vehicles (EV)-related spending. It should be noted that manufacturing activity (as opposed to services activity) has remained highly resilient throughout the coronavirus pandemic, and this trend is only expected to continue as the global economic recovery commences. 6 In addition, it is also expected that investors will increase their demand for several commodities. In response to the coronavirus pandemic, governments and central banks around the world supplied unprecedented levels of stimulus into the economy and financial markets. Analysts and investors have expressed concern about the potential devaluation of key currencies and inflation that may arise from loose monetary and fiscal policy. To hedge against such risks, there may be sustained demand for certain commodities, such as gold and silver, as investors incorporate them into their portfolios. Citi Research forecasts that despite a slower bull market for gold relative to 2020, gold prices may hit over $2,000 by the end of 2021. Commodities have already had a strong run over the past year and this is not just on the back of China but more broad based from the major economies. Supply disruptions have added further impetus to this rally. Many market commentators are heralding the start of a new , ' ': Super-cycle – which indicates a long period of commodity price rises, well over a decade. As per Capital Economics this is triggered by a structural uptrend in demand while the supply lags in response. The G7 group of countries have recently announced an agreement to launch the new global infrastructure initiative Build Back Better World (B3W), which aims to help narrow the $40+ trillion infrastructure need in the developing world, which has been exacerbated by the COVID-19 pandemic. This public-private partnership initiative will be consistent with the Paris Climate Agreement and will add further impetus to the demand for above mentioned metals and minerals. 3.Supply side constraints: Due to the capital-intensive nature of mining, processing, and refining commodities, supply of such commodities tends to be inelastic in the short run; such supply-side constraints, combined with robust demand, may also add upward pressure to commodity prices. As pointed out in the recent Goldman Sachs commodities research note, the capital spending to develop new projects has seen a drastic drop in the last few years with companies choosing instead to return cash to shareholders. According to Wood Mackenzie, global mining and smelting capex in 2020 was just half of the peak level of $220 billion in 2012, and further, the spend on exploration has also dropped significantly to less than a third from the 2012 peak. Goldman is extremely bullish on a new commodities , ' ': Super-cycle and sees a supply shortfall in many metals and minerals over the coming years. As an example, it expects an annual supply shortfall in copper of 8.2 million tonnes emerging by 2030. To put that figure in perspective, last year global refined copper production was 23.5 million tonnes. Our management team will leverage its extensive experience investing in and managing companies in the metals, mining, and natural resources sector along with its industry relationships to achieve our objectives of promoting better, more sustainable, and more environmentally-friendly practices and creating better value for our investors. Our management team s efforts to seek a suitable business combination target will be complemented by the experience and network of our founders. In addition, our management team will utilize their extensive networks of industry operators and advisors to help us identify potential targets and effect the initial business combination in a more efficient process. We believe that our team and vision will make us an attractive partner for founders and owners in the industries in which we plan to pursue business combination targets. Our management team has a proven track record of experience and deal-making in the mining and natural resources sectors. As such, we believe that we will have a significant competitive advantage in identifying and acquiring a target that explores for, mines, processes and/or refines commodities, primarily in the Asia Pacific area. The commodities of particular interest to us are metals and minerals that are used in technologies related to the global shift towards decarbonization and electrification, including lithium, nickel, cobalt, and various other commodities. 7 Our Business Strategy We will aim to create significant value uplift for our shareholders via a business combination by leveraging our skills and networks. Our management team has a wide network of relationships in the commodities sector covering miners, banks, advisors and funds, globally and especially in the Asia-Pacific region, providing significant access to originating attractive opportunities in industries related to advancing a low carbon economy and which provide an opportunity for transformational growth. Our management team has a deep understanding of the ongoing global trends that drive electrification, decarbonization, and the supply and demand dynamics for commodities that will play an integral part in realizing those trends. Furthermore, the team has a proven track record of sourcing, executing and monetizing opportunities in the mining space making it well placed to add value to target businesses, both strategically and operationally. Our business strategy is to identify and complete our initial business combination with a company that complements the experience of our management team and can benefit from their operational and investment expertise. Our selection process will leverage their broad and deep relationship network, unique industry experiences and deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through our management teams demonstrated success both investing in and operating businesses across the commodities spectrum, developing a distinctive combination of capabilities including accessing the capital markets and financing businesses; history of sourcing, structuring, acquiring, operating, developing, growing businesses; and experience driving capital allocation decisions at the corporate level. We intend to identify and complete our initial business combination with a company that can benefit from (i) the managerial and operational experience of our management team, (ii) additional capital, and (iii) access to public securities markets. We plan to leverage our management team s network of potential proprietary and public transaction sources where we believe a combination of our relationships, knowledge and experience in the commodities sector could effect a positive transformation or augmentation of existing businesses to improve their overall value. We believe this approach will create long-term value for our shareholders. There is no geographic limitation to the location of targets, as these types of opportunities are not necessarily bound by geography. We do believe that there are attractive business combination candidates in the Asia Pacific that are looking to the US for both opportunities and capital. We believe that a US-based company with a listing and capital would be an ideal fit for one of those companies. Such a connection would unlock value and increase growth opportunities for the right company. We believe that the way businesses and consumers operate, make decisions, and spend has forever been changed because of the pandemic. Upon completion of this offering, our management team will communicate with their network of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. Competitive Advantage Our management team s deep and extensive experience includes a significant track record of successfully identifying, investing in and operating businesses across a broad range of industries including the mining and natural resources sectors, which provides us with a competitive advantage in sourcing, evaluating and pursuing a broad range of opportunities in these targeted sectors. Among the commodities to be pursued, they include cobalt, copper, graphite, lithium, manganese, nickel, palladium, platinum, rhodium, vanadium, rare earth elements, and/or other directly related raw materials. We believe that we will have a significant competitive advantage in identifying and acquiring a target that explores for, mines, processes and/or refines commodities, primarily in the Asia Pacific area. In particular, we believe that our management team s expertise and experience that creates a competitive advantage for us includes: Significant industry experience & market knowledge Our team has extensive experience in managing, investing and monetizing successful mining assets with a focus to creating and delivering significant value to shareholders. Our management and directors, in addition to their own deep and sophisticated sector knowledge, have a strong network of relationships with industry professionals across key expertise and geographies in the commodities sector which they can draw upon to further enable them to identify and take advantage of a wide range of investment opportunities. This extensive market knowledge has a significant positive impact on investment decisions and aids in a holistic evaluation of transactions. 8 Deal flow and sourcing Members of our management, advisors and our sponsor have developed deep relationships with market leaders in the global mining industry that will provide a substantial pipeline of proprietary acquisition opportunities. Value Creation Capabilities The members of our team have extensive experience working closely with management teams and board members to assist with growth strategy & value creation. The target company can benefit from both the operational and financial experience of our team to unlock additional value. Capital Structure Optimization and Support The members of our team have strong expertise in navigating the capital markets. With strong relationships in the banking and finance industry, proven ability to complete capital raising efforts, and a proven history of executing M&A deals and other transactions, we believe that we will be able to complete a business combination that will create value for our shareholders. Core strength in the APAC region We believe that the Asia Pacific region is becoming an increasingly important player in the global commodities landscape. Home to a large base of natural resources, the region is also a major consumption hub for most target commodities of our interest. Furthermore, it is growing rapidly and it contains numerous established and fast-growing companies that largely remain undiscovered to global market participants. As such, even though we may identify potential targets in other regions, we believe it is critical to understand the dynamics behind the Asia Pacific commodities space. Accordingly, our management team is especially established in Asia Pacific, thanks to our close relationships with professionals in the industry and our region-specific expertise that has been developed over four decades. We believe our strong network and deep understanding of Asia Pacific will be instrumental in potentially identifying and executing a deal with a high-quality target in the region. Our Acquisition Philosophy and Business Combination Criteria We will aim to create significant value uplift via a business combination by leveraging our skills and networks. Consistent with our business strategy, we plan to invest in an innovative high-quality company with strong growth potential, an exceptional management team and operational upside. We will target opportunities in valuable mining jurisdictions that have well-established regulations and a safe and healthy track records. We will focus on companies in Asia Pacific, where our management team is able to leverage its extensive experience and network to source for attractive investment opportunities, as well as impart its expertise on strategic, operational, and transactional matters. We expect considerable investor interest in Asia, as the region is home to a wealth of untapped resources, along with highly valuable commodities companies that have remained undiscovered to the global marketplace. Furthermore, businesses and assets with strong growth potential and operational upside will be prioritized. These businesses may be in growth sectors and commodities which are expected to benefit from the strong demand pull with the electrification and decarbonization efforts. Strong management teams will be a key criterion in our target selection - teams with a track record of value creation, accompanied with a clear growth vision for the business. We have selected some guiding factors, which along with our key competitive advantages, will enable us to identify the appropriate businesses to create compelling combination opportunities. Specifically, we will prioritize companies that we believe have the following attributes: are located in good mining jurisdictions with well-established regulations and have a safe and healthy track record; strong growth potential and operational upside. These businesses may be in growth sectors and commodities which are expected to benefit from the strong demand pull with the electrification and decarbonization efforts; headed by strong management teams with a track record of value creation, accompanied with a clear growth vision for the business; a significant market opportunity and sustainable runway for growth; 9 a proven business/operational model that has the ability to compound at high or rising returns on invested capital; a strong hidden or innate value that can be unlocked with more operational, commercial or financial focus; a business that will benefit from being publicly traded and that can effectively utilize the broader access to capital markets to pursue further growth opportunities; a management team focused on execution and possessing high standards of integrity; and a reasonable entry valuation that provides an asymmetric risk-reward. These factors, combined with the strengths and expertise of our management team, will enable us to successfully deliver a value accretive transaction. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our Acquisition Process In identifying opportunities for our business combination, our management will utilize a comprehensive, disciplined approach that incorporates the following steps: 1. Deal Sourcing and Screening. Our management has extensive expertise and a broad network in the mining and commodities space with the ability to tap in to and synthesize inputs from a variety of sources (including consultations with industry experts, proprietary research, market intel, research papers, and other sources) to identify the most favourable trends in the mining and commodities space, as well as the specific commodities of interest. Our management will use their established network of relationships to identify and source target opportunities, and perform a thorough screening of relevant companies across the commodities landscape using criteria such as valuation multiples, financial data, and competitive positioning. We also expect that our management s connections in the space will facilitate our search for high-quality targets. The objective of this step would ultimately be to identify a shortlist of compelling potential targets. 2. Preliminary Assessment of Target Companies. Management will then perform a preliminary assessment of the shortlisted target companies and perform a preliminary comparables analysis. Management may also directly engage in initial conversations with the potential targets. The objective of this step would be to further condense the shortlist, arriving at a smaller and more focused group of potential targets. 3. Detailed Evaluation and Due Diligence of Target Companies. Management will engage the shortlisted targets in more substantive conversations and perform a rigorous due diligence review to assess the target company s quality and potential valuation. The due diligence review will encompass, among other things, fundamental analysis, financial statement analysis, valuation benchmarking, comparables and SWOT analysis (i.e., a strategic technique to identify strengths, weaknesses, opportunities, and threats related to business competition), detailed document reviews, technology diligence, multiple meetings with incumbent management and employees, inspection of facilities, consultations with relevant industry and academic experts, competitors, customers and suppliers, as well as a review of operational, legal and additional information that we will seek to obtain as part of our analysis. We believe our management is tremendously well-positioned to conduct this thorough evaluation, given their decades of experience in the commodities space. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, directors or officers, or making the acquisition through a joint venture or other form of shared ownership with our sponsor, directors or officers. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, directors or officers, we, or a committee of independent directors, would obtain an opinion from an independent entity, that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Members of our management team, including our officers and directors, directly or indirectly own founder shares and may own placement units following this offering and, accordingly, may have a conflict of interest in determining whether a particular target company is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors, as well as our management team, may have a conflict of interest with respect to evaluating a particular business combination, including if the retention or resignation of any such officers, directors, and management team members was included by a target business as a condition to any agreement with respect to such business combination. 10 We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such officer s and director s fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our founders, sponsor, officers, and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. Moreover, our founders, sponsor, officers, and directors may sponsor, form or participate in other blank check companies in the future. In addition, our founders, sponsor, officers, and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. As more fully discussed in "Management — Conflicts of Interest," if any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our directors and officers currently have fiduciary duties or contractual obligations that may take priority over their duties to us. Initial Business Combination The rules of the NYSE require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended. 11 Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001867443_canna_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001867443_canna_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..eb64d79a75690a3807a20736d87df1c9ef8f26d6
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001867443_canna_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 forms-1a.htm As filed with the U.S. Securities and Exchange Commission on November 17, 2021. Registration No. 333-258619 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CANNA-GLOBAL ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 6770 86-3692449 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 4640 Admiralty Way, Suite 500 Marina Del Rey, California 90292 310-496-5700 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) J. Gerald Combs Chief Executive Officer Canna-Global Acquisition Corp 4640 Admiralty Way, Suite 500 Marina Del Rey, California 90292 310-496-5700 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Debbie A. Klis David Mittelman Rimon P.C. 1717 K. Street, NW, Suite 900 Washington DC 20006 Telephone: (202) 935-3390 Ralph V. De Martino Cavas Pavri Schiff Hardin LLP 901 K Street NW, Suite 700 Washington, DC 20001 Telephone: (202) 724-6848 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ] CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, par value $0.000001 per share, and one redeemable warrant of one share of Common Stock(2) 23,000,000 Units $10.00 $230,000,000 $21,321 Class A common stock included as part of the units(3) 23,000,000 Shares - - -(4) Redeemable warrants included as part of the units(3) 23,000,000 Warrants - - -(4) Representative s shares of Class A common stock(3) 57,500 Shares $10.00 $575,000 53.30 Total $230,575,000 $21,374.30 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. (2) Includes 3,000,000 units consisting of 3,000,000 shares of Class A common stock and 3,000,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) No fee pursuant to Rule 457(g). The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED OCTOBER 12, 2021 $200,000,000 Canna-Global Acquisition Corp 20,000,000 Units Canna-Global Acquisition Corp is a newly incorporated blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to focus our search for a target business addressing a large market opportunity with a company that is driving its growth in the medicinal cannabis or cannabinoid industry, which are compliant with all applicable laws and regulations within the jurisdictions in which they are located or operate. In particular, we will not invest in or consummate a business combination with a target business that we determine has been operating, or whose plan is to operate, in violation of U.S. federal laws, including the U.S. Controlled Substances Act. We seek to create a "best-in-class" multinational cannabis operator, operating across key markets globally, from cultivation to production and processing, productization, and sales and distribution. We will also target businesses that service or operate adjacent, or ancillary, to the cannabis industry but which are not directly involved in the production, distribution or sale of cannabis. Notwithstanding the foregoing, we are not limited to a particular industry or geographic region and may consummate a business combination with a target business in any industry or region if we believe the business combination is attractive to our company and stockholders, however, we expressly disclaim any intent to and will not consummate a business combination with a target business located in China or Hong Kong. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one redeemable warrant, as described in more detail in this prospectus. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per unit, subject to adjustment as described herein. Only whole warrants are exercisable. The warrants will become exercisable on the later of one (1) year after the date that the Company s registration statement on Form S-1 is declared effective by the SEC and 30 days after the consummation by the Company of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described in this prospectus. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their Class A common stock, or public shares, upon the completion of our initial business combination, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months at the election of the Company in two separate three-month extensions subject to satisfaction of certain conditions, including the deposit of up to $3,000,000, or $3,450,000 if the underwriters over-allotment option is exercised in full ($0.15 per unit in either case) for each three-month extension, into the trust account, or as extended by the Company s stockholders in accordance with our amended and restated certificate of incorporation), we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Public stockholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension. Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 712,500 placement units (or 802,500 placement units if the over-allotment option is exercised in full) at a price of $10.00 per unit, for an aggregate purchase price of $7,125,000 ($8,025,000 if the over-allotment option is exercised in full). Each placement unit will be identical to the units sold in this offering, except as described in this prospectus. The placement units will be sold in a private placement that will close simultaneously with the closing of this offering. Our sponsor and initial stockholders own an aggregate of 5,750,000 Class B founder shares (up to 750,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock at the time of our initial business combination, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein. Currently, there is no public market for our units, Class A common stock or warrants. We intend to apply to have our units approved for listing on The Nasdaq Stock Market LLC ("Nasdaq") under the symbol "CNGLU" on or promptly after the date of this prospectus. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or if such date is not a business day, the following business day) unless EF Hutton, division of Benchmark Investments, LLC, informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A common stock warrants will be listed on Nasdaq under the symbols "CNGL" and "CNGLW," respectively. We are an "emerging growth company" and a "smaller reporting company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 35 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $200,000,000 Underwriting discounts and commissions(1) $0.500 $10,000,000 Proceeds, before expenses, to Canna-Global Acquisition Corp $9.500 $190,000,000 (1) Includes $0.35 per unit, or $7,000,000 (or $8,050,000 if the over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the representative of the underwriters only on completion of an initial business combination, as described in this prospectus, which does not include certain fees and expenses payable to the underwriters in connection with this offering. In addition, designees of the representative of the underwriters will receive an aggregate of 50,000 Class A common stock (or up to 57,500 Class A common stock if the over-allotment option is exercised in full), which we refer to herein as the "representative shares" as compensation in connection with this offering. See the section of this prospectus entitled "Underwriting" beginning on page 148 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the placement units described in this prospectus, $203,000,000 or $233,450,000 if the underwriters over-allotment option is exercised in full ($10.15 per unit in either case), will be deposited into a segregated trust account located in the United States with Central Pacific Bank and with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, our amended and restated certificate of incorporation will provide that the proceeds from this offering and the sale of the placement units, will not be released from the trust account until the earliest of (a) the completion of our initial business combination; and (b) the redemption of all of our public shares if we have not completed our initial business combination within 12 months from the closing of this offering (or up to 18 months at the election of the Company in two separate three-month extensions subject to satisfaction of certain conditions, including the deposit of up to $3,000,000, or $3,450,000 if the underwriters over-allotment option is exercised in full ($0.15 per unit in either case) for each three-month extension, into the trust account, or as extended by the Company s stockholders in accordance with our amended and restated certificate of incorporation). The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units subject to their acceptance of the units from us and subject to prior sale. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part. In addition, the underwriters have advised us that they do not intend to confirm sales to any account over which they exercise discretionary authority. The underwriters expect to deliver the units to the purchasers on or about ________, 2021. EF Hutton division of Benchmark Investments, LLC The date of this prospectus is ________, 2021 i We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. This prospectus includes estimates regarding market and industry data and forecasts which are based on publicly available information, industry reports and publications, reports from government agencies and management s estimates based on third-party data. Third-party industry publications and forecasts generally state that the information contained therein has been obtained from sources generally believed to be reliable. We have not independently verified such third-party information. Industry and market data could be inaccurate because of the method by which sources obtained their data and because information cannot be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Such data and estimates are necessarily subject to a high degree of uncertainty and risk due to a variety
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001868004_rdc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001868004_rdc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001868004_rdc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001868912_enfusion_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001868912_enfusion_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001868912_enfusion_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001870019_singularit_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001870019_singularit_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..29fd348a23447787851acd9967dc7aafd1180dc3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001870019_singularit_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, our or our company are to Singularity Acquisition Corp., a Cayman Islands exempted company; amended and restated memorandum and articles of association are to our Amended and Restated Memorandum and Articles of Association; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the conversion of the Class B ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, as described herein (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors, and directors are to our current directors and director nominees; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement shares are to the Class A ordinary shares to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shareholders are to the holders of our public shares, including our initial shareholders and members of our management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); sponsor are to Decent Group Co. Ltd, a Cayman Islands exempted company, which is controlled by its member Erlu Lin; and US Tiger are to US Tiger Securities, Inc., a New Jersey corporation, the representative of the underwriters in this offering. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the surrender by our sponsor of 375,000 founder shares to us for no consideration. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED , 2021 PRELIMINARY PROSPECTUS $100,000,000 Singularity Acquisition Corp. 10,000,000 Units Singularity Acquisition Corp. (formerly known as Constellation Acquisition Company) is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We changed our name from Constellation Acquisition Company to Singularity Acquisition Corp. on June 21, 2021. We have not selected any business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles its holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants once the warrants become exercisable. The underwriters have a 45-day option from the date of this prospectus to purchase up to 1,500,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of our initial business combination, including interest (net of taxes paid or payable), divided by the number of then outstanding public shares, subject to the limitations described in this prospectus. However, if we anticipate that we may not be able to consummate our initial business combination within 12 months from closing of this offering, we may, but are not obligated to, extend the period of time to consummate a business combination twice by an additional three months each time (for a total of up to 18 months to complete a business combination). If we do not complete our initial business combination within 12 months from the closing of this offering (or 18 months, if we extend the time to complete a business combination as described in this prospectus), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described in this prospectus. Our sponsor, Decent Group Co. Ltd, has agreed to purchase 510,000 Class A ordinary shares (or 555,000 if the underwriters over-allotment option is exercised in full), at a price of $10.00 per share ($5,100,000 in the aggregate or $5,550,000 in the aggregate if the underwriters over-allotment option is exercised in full) in a private placement to occur concurrently with the closing of this offering. Such private placement shares are identical to the Class A ordinary shares sold in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders currently own an aggregate of 2,875,000 Class B ordinary shares (up to 375,000 of which will be surrendered to us by our sponsor for no consideration after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised). The total number of Class B ordinary shares outstanding after this offering and the expiration of the underwriters over-allotment option will equal 20% of the total number of Class A ordinary shares and Class B ordinary shares outstanding at such time (not including the Class A ordinary shares issued as the private placement shares). The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis, subject to adjustment, as described in this prospectus. Only holders of Class B ordinary shares will have the right to appoint directors in any election held prior to or in connection with the completion of our initial business combination and may remove members of the board of directors for any reason. On any other matters submitted to a vote of our shareholders, holders of Class B ordinary shares and holders of Class A ordinary shares will vote together as a single class, except as required by law. Currently, there is no public market for our securities. We have applied to have our units listed on The Nasdaq Global Market ( Nasdaq ) under the symbol on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and redeemable warrants comprising the units to begin separate trading on Nasdaq under the symbols and respectively, on the 52nd day following the date of this prospectus (or, if such day is not a business day, on the next succeeding business day) unless the underwriters permits earlier separate trading and we have satisfied certain conditions. As a blank check company with no material operations of our own, we conduct our operations through an office space in Shenzhen, Guangdong Province, the People s Republic of China and our sponsor and all of our executive officers and directors are located in or have significant ties to the People s Republic of China, or PRC. Although we do not have any specific business combination under consideration and we have not, directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction, we may pursue or consummate an initial business combination with a company located or doing business in the PRC, and the combined company may face various legal and operational risks and uncertainties after the business combination. Since PRC laws and regulations restrict foreign investment in companies that are engaged in business operations of certain industries, a company based in China may use a corporate structure without direct equity ownership held by foreign investors. Therefore, a series of contractual arrangements may be entered into between the PRC operating entities, which are consolidated variable interest entities (the VIEs ) of the combined company, as well as the VIEs founders and owners, on one side, and a PRC subsidiary of the combined company which may be a company incorporated in the Cayman Islands, on the other side. To the extent that the combined company conducts its operations in China through its PRC subsidiaries and VIEs, such corporate structure involves unique risks to investors after the business combination, as the combined company does not hold any direct equity interest in the PRC operating entities. If the PRC government deems that the combined company s contractual arrangements with its VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, the PRC subsidiaries and the VIEs of the combined company could be subject to material penalties or the combined company could be forced to relinquish its interests in those operations or otherwise significantly change its corporate structure. If we enter into a business combination with a China-based business utilizing a VIE structure, we and investors may face significant uncertainty about potential future actions by the PRC government that could affect the legality and enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of the combined company as a whole. For a detailed description of risks related to the corporate structure using contractual arrangements, see Risk Factors Risks Associated with Acquiring and Operating a Business in China for detailed discussions. Furthermore, the PRC government has significant authority to exert influence on the ability of a China-based company to conduct its business, make or accept foreign investments or list on a U.S. stock exchange. For example, if we enter into a business combination with a target business operating in China, the combined company may face risks associated with regulatory approvals of the proposed business combination between us and the target, offshore offerings, anti-monopoly regulatory actions, cybersecurity and data privacy, as well as the lack of PCAOB inspection on its auditors or the auditors of the target business. The PRC government may also take actions with respect to or that impact or influence the combined company s management and operations as the government deems appropriate to further regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding any industry that could adversely affect our potential business combination with a PRC operating business and the business, financial condition and results of operations of the combined company. Any such action, once taken by the PRC government, could make it more difficult and costly for us to consummate a business combination with a target business operating in the PRC, result in material changes in the combined company s post-combination operations and cause the value of the combined company s securities to significantly decline, or in extreme cases, become worthless or completely hinder the combined company s ability to offer or continue to offer securities to investors. If we enter into a business combination with a target business operating in China, cash proceeds raised from overseas financing activities, including this offering, may be transferred by us to our PRC subsidiaries via capital contribution or shareholder loans, as the case may be. In addition, due to restrictions China may have on the distribution of cash from and to PRC entities, we may (i) be unable to utilize the cash raised in this offering as working capital for the PRC operations, and (ii) cash in our PRC subsidiaries (if any) may not be able to be transferred to us. Therefore, our PRC operations may be required to continue operating from the cash generated from their operations and we may not receive dividends from our PRC operations to distribute to our shareholders. To date, we have not pursued an initial business combination and there have not been any capital contribution or shareholder loans by us to any PRC entities, we do not yet have any subsidiaries, and we have not received, declared or made any dividends or distributions. For a detailed description of risks associated with being based in or acquiring a company that does business in China, see Risk Factors Risks Associated with Acquiring and Operating a Business in China. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 38 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 100,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 5,500,000 Proceeds, before expenses, to Singularity Acquisition Corp. $ 9.45 $ 94,500,000 (1) Includes $0.20 per unit, or $2,000,000 in the aggregate (or $2,300,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $3,500,000 in the aggregate (or $4,025,000 in the aggregate if the underwriter s over-allotment option is exercised in full), payable to the underwriter for the deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriter only upon the consummation of an initial business combination. See also Underwriting for a description of compensation payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement shares described in this prospectus, $101,000,000, or $116,150,000 if the underwriters over-allotment option is exercised in full ($10.10 per unit in either case), will be deposited into a trust account in the United States with Wilmington Trust, National Association acting as trustee, and $1,350,000 will be available to pay fees and expenses in connection with the closing of this offering and $750,000 will be available for working capital following this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Lead Book-Running Manager Joint Book-Running Manager Tiger Brokers EF Hutton division of Benchmark Investments, LLC , 2021 Table of Contents General We are a newly incorporated blank check company formed as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial business combination. We will have until 12 months from the consummation of this offering to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up to 18 months to complete a business combination). Pursuant to the terms of our amended and restated Memorandum and Articles of Association and the trust agreement to be entered into between us and Wilmington Trust, National Association on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our sponsor, upon at least five days advance notice prior to the applicable deadline, must deposit into the trust account $1,000,000, or $1,150,000 if the underwriters over-allotment option is exercised in full, on or prior to the date of such applicable deadline. The sponsor will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our initial business combination, or, at the lender s discretion, converted upon consummation of our business combination into additional private shares at a price of $10.00 per share. Our Founders, Our Board of Directors and Management We believe our founders distinctive and complementary backgrounds can have a transformative impact on a target business. Our founders will deploy a proactive, thematic sourcing strategy and focus our efforts on companies where we believe the combination of our founders operating experience, deal-making track record, professional relationships and capital markets expertise can be catalysts to enhance the growth potential and value of a target business and provide opportunities for an attractive return to our shareholders. Erlu Lin has served as our Director and Chief Executive Officer since shortly after the inception of the Company. Mr. Lin is currently Managing Partner at Decent Capital ( ), a private equity fund focused on the technology, enterprise services, consumer and retail sectors in Asia. Prior to joining Decent Capital ( ), from August 2020 to March 2021, Mr. Lin served as the Deputy General Manager, and from August 2020 to September 2021, as the Director of Lalami, a cross border e-commerce platform. From August 2008 to July 2020, Mr. Lin served at various investment and finance firms in Asia, including D.E. Shaw, Forebright Capital (formerly China Everbright Holdings) and Far East Horizon, where he participated in the management of every stage of the investment process, including market research and identification of targets, structuring, negotiating and implementing investments, raising equity and debt financing, managing investee companies, and the eventual exit through listing or trade sale. Mr. Lin also served as an Actuarial Consultant at Ernst & Young from August 2008 to March 2010. From these past experiences, Mr. Lin has accumulated more than 10 years of experience in investments, corporate finance and corporate management, including how to assist public and private companies with their financing needs, business development and internal management. His areas of focus include information technology, consumer products and retail, enterprise services and TMT (technology, media and telecommunications). Mr. Lin received a Bachelor s degree in Statistics from Sun Yat-sen University, a Master s degree in Actuarial Science from The University of Hong Kong and an EMBA from China Europe International Business School. Table of Contents Peng Wang has served as our Director since shortly after the inception of the Company. Since March 2018, he has been the Founding Partner and Chairman of Decent Capital ( ), a private equity fund focused on the technology, enterprise services, consumer and retail sectors in Asia. From March 2017 to February 2018, he served as a Partner of Shenzhen Qianhaidetian Equity Investment Fund Management Co., Ltd. From July 2007 to March 2017, he held different positions at China Merchants Bank Co., Ltd., including human resource planning and allocation, Assistant to the President of Shenzhen Xiangxi branch, General Manager of the International Investment Department of Shenzhen Dongmen branch, and Deputy General Manager of the M&A Finance Department of the Investment Banking Division of the Shenzhen head office. Before that, Mr. Wang worked as a part-time consultant in Zhongshi Management Consulting Co., Ltd. from July 2005 to May 2007 Through these experiences, Mr. Wang accumulated more than ten years of experience in management consulting, investment banking, equity and debt financing and corporate governance. Mr. Wang obtained Bachelor s degree in Computer Science and Technology and a Master s degree in Human Resource Management from Renmin University of China. Mr. Wang is currently a candidate in the president class of Cheung Kong Graduate School of Business. Jing Jiang has served as our Chief Financial Officer since shortly after the inception of the Company. Ms. Jiang is currently an Executive Director at Capital Today where she has been an investment professional since March 2008. At Capital Today, Ms. Jiang is primarily responsible for projects involving private equity investments. Ms. Jiang s investment experience is focused on the TMT (technology, media and telecommunications) and consumer products sectors and she has participates in more than 10 investments. From November 2003 to August 2006, Ms. Jiang served as the Director of ChinaHR. From July 2000 to November 2003, Ms. Jiang served as the Sales Manager at Meetchina. Ms. Jiang received a Bachelor s degree in Economics from Ocean University of China and an EMBA from the China Europe International Business School. Duo Gao has served as our Independent Director since shortly after the inception of the Company. Since August 2020, Mr. Gao has served as the Head of Strategic Customer Solution Center of DingTalk. From August 2014 to August 2020, Mr. Gao has served various positions at Talking Data, including as Partner and Vice President of Sales from January 2018 to August 2020. During his time at Talking Data, Mr. Gao was responsible for the company s business development and its capabilities in using data to create smart solutions for enterprises. From January 2014 to August 2014, Mr. Gao served as a Director at Inmobi. From November 2011 to December 2013, Mr. Gao served as a Senior Product Operation Manager and Senior Product Manager in the Zhixin Business department, the Wireless Business department and the Location-Based Services Business department at Baidu. From October 2008 to October 2011, Mr. Gao served at Chengjitong Navigation in the roles of General Manager at the Shenzhen Branch and later as the CEO s Assistant. From November 2006 to May 2008, Mr. Gao served at Tiger Map as Co-Founder and Product Manager and later in as the Sales Director. Mr. Gao received a Bachelor s degree in Geographic Information System from Wuhan University, a Master s degree in Photogrammetry and Remote Sensing from Peking University, an EMBA from China Europe International Business School and also completed the advanced training program in Complex System Science at the American Santa Fe Institute. Xinzhong Li has served as our Independent Director since shortly after the inception of the Company. Mr. Li has over 30 years of investment-related experience. Mr. Li currently serves as a Venture Partner at China-US Green Fund. He served as Managing Partner and Member of the Investment Committee at BHR Partners from April 2013 to September 2020. Prior to joining BHR Partners, Mr. Li served in senior positions with various investment institutions, including as a Director at Peregrine Capital Co., Ltd., as a Managing Director at Alta Capital Co., Ltd., as an Executive Director at BNP Paribas Peregrine Capital Co., Ltd., as a Director at Anglo Chinese Finance Company, as China Head of M&A at DBS Asia Capital Co., Ltd., and as a Director and IC Member at Bohai Industrial Fund. Mr. Li has decades of experience in identifying and evaluating investment targets, designing transaction structures, executing investments and acquisitions and assisting in the Table of Contents growth of investee companies. Mr. Li received a Bachelor s degree in Economics from Nankai University and a Master s degree in Law from the University of London. Benjamin W. James has served as our Independent Director since June 2021. Mr. James is currently the General Counsel of Webull Corporation, a leading electronic trading platform. Before joining Webull, Mr. James worked in private practice as a corporate and capital markets attorney for nearly 14 years, most recently as a partner in the Hong Kong office of Kirkland & Ellis where he spent nearly 10 years. While at Kirkland & Ellis, Mr. James focused on corporate and securities law matters, including U.S.-registered equity and all aspects of special purpose acquisition companies. Mr. James has worked extensively across the Greater China region, and has experience in advising Chinese issuers and international underwriters in capital markets transactions, as well as in advising public and private companies and financial institutions in mergers and acquisitions and financing transactions. Mr. James received a Bachelor s Degree in International Studies from Brigham Young University and a Juris Doctor degree from the Columbia University School of Law. Together, we believe our directors and the rest of our management team bring additional expertise that will enhance our ability to identify and execute our initial business combination, and may enhance our ability to execute upon various value creation initiatives after successful completion of our business combination. Notwithstanding our founders and management team s past experiences, including investments and transactions in which they have participated and businesses with which they have been associated, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. Our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. See Risk Factors Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented. You should not rely on the historical record of our founders and management s performance as indicative of our future performance. See Risk Factors Past performance of our founders and the other members of our management team, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in us, and we may be unable to provide positive returns to shareholders. For a list of our executive officers, directors and entities for which a conflict of interest may or does exist between such officers, directors and the company, please refer to Management Conflicts of Interest. Business Strategy Our business strategy is to identify and complete our initial business combination with a company that complements the experiences and skills of our management team and can benefit from their operational expertise. Our selection process will leverage our founders broad and deep relationship network, unique industry experiences and proven deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through our founders extensive experience and demonstrated success in both investing in and operating businesses in our target sectors and across a variety of industries, including: a track record of successfully identifying, acquiring and growing companies and ability to deliver shareholder value over an extended time period with above-market-average investment returns; experience deploying a proven value creation toolkit including recruiting world-class talent, identifying value enhancements, delivering operating efficiencies and successfully integrating strategic acquisitions; and Table of Contents an extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership. Upon completion of this offering, our founders will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities. We believe that our management team is well positioned to identify attractive business combination opportunities with a compelling industry backdrop and an opportunity for transformational growth. Our founders objectives are to generate attractive returns for shareholders and enhance value through improving operational performance of the acquired company. We expect to favor opportunities with certain industry and business characteristics. Key industry characteristics include compelling long-term growth, attractive competitive dynamics, consolidation opportunities and low risk of technological obsolescence. Key business characteristics include high barriers to entry, significant streams of recurring revenue, opportunity for operational improvement, attractive steady-state margins, high incremental margins and attractive free cash flow characteristics. See the section entitled Proposed Business Operating Model for further information on such key industry and business characteristics we intend to address in our search for and growth of a target business. Potential Approvals From the PRC Governmental Authorities for this Offering or a Business Combination The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the M&A Rules ), adopted by six PRC regulatory agencies in 2006 and amended in 2009, require an offshore special purpose vehicle formed for the purpose of an overseas listing of securities in a PRC company to obtain the approval of the China Securities Regulatory Commission (the CSRC ) prior to the listing and trading of such special purpose vehicle s securities on an overseas stock exchange. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles. Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law (the 2021 Opinions ), which call for strengthened regulation over illegal securities activities and supervision on overseas listings by China-based companies and propose to take effective measures, such as promoting the development of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. While the application of the M&A Rules remains unclear, no official guidance and related implementation rules have been issued in relation to the 2021 Opinions, and the interpretation and implementation of the 2021 Opinions also remain unclear at this stage, based on our understanding of the current PRC laws and regulations, no prior permission is required under the M&A Rules or the 2021 Opinions from any PRC governmental authorities (including the CSRC) for consummating this offering by our company. However, there can be no assurance that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretation of current rules to require us to obtain CSRC or other PRC governmental approvals for this offering or for the business combination if we decide to consummate the business combination with a target business based in or primarily operating in China. See Risk Factors Risks Associated with Acquiring and Operating a Business in China The approval of the PRC government may be required for this offering, a business combination, the issuance of our Class A ordinary shares upon exercise of the rights, or maintaining our status as a publicly listed company outside China. We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings, including this offering and a Table of Contents potential business combination with a target business based in or primarily operating in China. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC. Contractual Arrangements and Corporate Structure for a PRC-based Target Business If we decide to consummate our initial business combination with a target business based in or primarily operating in China utilizing a VIE structure due to restrictions imposed by PRC laws and regulations on foreign investment in certain industries, the combined company may be a company incorporated in jurisdictions other than the PRC, such as the Cayman Islands, and may conduct substantially all of its business operations in the PRC through its PRC subsidiaries and VIEs, while the combined company will not hold any direct equity interests in the VIEs. The combined company s PRC subsidiaries will control the VIEs through a series of contractual arrangements with the VIEs, as well as their founders and owners. Under such structure, the VIEs may hold key operating licenses, provide services to customers, and enter into contracts with suppliers and employ workforce. These contractual arrangements with the VIEs are put into place as a mechanism for the combined company s PRC subsidiaries to (i) exercise control over its VIEs, (ii) receive substantially all of the economic benefits of the VIEs, and (iii) have an exclusive option to purchase all or part of the equity interests in the VIEs when and to the extent permitted by PRC law. These contractual arrangements often include exclusive technology and consulting service agreements, equity interest pledge agreements, exclusive option agreements and powers of attorney. As a result of these contractual arrangements, the combined company will exert control over, and will be considered the primary beneficiary of its VIEs and is able to consolidate such VIEs operating results in its financial statements under the U.S. GAAP. Under such corporate structure, the combined company whose securities will be listed on a U.S. stock exchange after the business combination will not hold any direct equity interests in its VIEs. If such structure is utilized by the combined company, the investors of the combined company will not be holding equity interest of the operating business in China. As a result, the control through these contractual arrangements may be less effective than direct ownership, and the combined company could face heightened risks and costs in enforcing these contractual arrangements, because there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules relating to the legality and enforceability of these contractual arrangements. If the PRC government finds such agreements to be illegal, the PRC subsidiaries and the VIEs of the combined company could be subject to severe penalties or the combined company could be forced to relinquish its interests in the VIEs. Under such circumstances, the value of the combined company s securities may significantly decline, or in extreme cases, become worthless. See Risk Factors Risks Associated with Acquiring and Operating a Business in China If we acquire control of a target business through contractual arrangements with one or more operating businesses in the PRC or if we conduct a significant portion of our operations following a business combination through a VIE, which is established in the PRC, we may rely on contractual arrangements with such consolidated VIE and its shareholders to operate our business, and such contracts may not be as effective in providing operational control as direct ownership of such business, may be difficult to enforce and may otherwise have a material adverse effect as to our business. and Risk Factors Risks Associated with Acquiring and Operating a Business in China If the government of the PRC finds that the agreements we may have entered into to acquire control of a target business through contractual arrangements with one or more operating businesses in China do not comply with restrictions on foreign investment, or if these regulations or the interpretation of existing regulations change in the future, the PRC subsidiaries and VIEs of the combined company could be subject to significant penalties or the combined company could be forced to relinquish its interests in those operations. Table of Contents Funds Flow Under Contractual Arrangements If we decide to consummate our initial business combination with a target business based in or primarily operating in China, the combined company whose securities will be listed on a U.S. stock exchange may make capital contributions or extend loans to its PRC subsidiaries through intermediate holding companies subject to compliance with relevant PRC foreign exchange control regulations. To the extent that a VIE structure is utilized due to restrictions of foreign investment in the target s industry, the PRC subsidiaries may subsequently provide funds to the VIEs through extending loans subject to statutory limits and restrictions. After the business combination, the combined company s ability to pay dividends, if any, to the shareholders and to service any debt it may incur will depend upon dividends paid by its PRC subsidiaries which are entitled to substantially all of the economic benefits of the VIEs. Under PRC laws and regulations, PRC companies are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to offshore entities. In particular, under the current PRC laws and regulations, dividends may be paid only out of distributable profits. Distributable profits are the net profit as determined under Chinese accounting standards and regulations, less any recovery of accumulated losses and appropriations to statutory and other reserves required to be made. A PRC company is required to set aside at least 10% of its after-tax profits each year to fund certain statutory reserve funds (up to an aggregate amount equal to half of its registered capital). As a result, the combined company s PRC subsidiaries may not have sufficient distributable profits to pay dividends to the combined company. Furthermore, if certain procedural requirements are satisfied, the payment in foreign currencies on current account items, including profit distributions and trade and service related foreign exchange transactions, can be made without prior approval from State Administration of Foreign Exchange (the SAFE ) or its local branches. However, where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses, such as the repayment of loans denominated in foreign currencies, approval from or registration with competent government authorities or its authorized banks is required. The PRC government may take measures at its discretion from time to time to restrict access to foreign currencies for current account or capital account transactions. If the foreign exchange control regulations prevent the PRC subsidiaries of the combined company from obtaining sufficient foreign currencies to satisfy their foreign currency demands, the PRC subsidiaries of the combined company may not be able to pay dividends or repay loans in foreign currencies to their offshore intermediary holding companies and ultimately to the combined company. We cannot assure you that new regulations or policies will not be promulgated in the future, which may further restrict the remittance of RMB into or out of the PRC. We cannot assure you, in light of the restrictions in place, or any amendment to be made from time to time, that the PRC subsidiaries of the combined company will be able to satisfy their respective payment obligations that are denominated in foreign currencies, including the remittance of dividends outside of the PRC. See Risk Factors Risks Associated with Acquiring and Operating a Business in China Governmental control of currency conversion may limit our ability to utilize our net revenue effectively and our ability to transfer cash between our PRC subsidiaries and us, across borders, and to investors, and affect the value of your investment and our payment of dividends. and Risk Factors Risks Associated with Acquiring and Operating a Business in China Exchange controls that exist in the PRC may restrict or prevent us from using the proceeds of this offering to acquire a target company in PRC and limit our ability to utilize our cash flow effectively following our initial business combination. Implication of the Holding Foreign Companies Accountable Act The Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted on December 18, 2020. The HFCA Act states that if the SEC determines that an issuer s audit reports issued by a registered public accounting firm have not been subject to inspection by the PCAOB for three consecutive years (or if pending legislation is adopted, two consecutive years) beginning in 2021, the SEC shall prohibit such issuer s securities Table of Contents from being traded on a national securities exchange or in the over-the-counter trading market in the United States. If we decide to consummate our initial business combination with a target business based in or primarily operating in China, auditors of the combined company and their workpapers may be located in China, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the PRC authorities. Therefore, trading in the combined company s securities may be prohibited under the HFCA Act, and in addition, the combined company s securities may be delisted from a national securities exchange in the U.S pursuant to the HFCA Act. See
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001870258_meli_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001870258_meli_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1ef3c2a0bbecbb7e06d8e5385d1b865b3d64b834
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001870258_meli_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, Company, our Company or MELI Kaszek Pioneer refer to MELI Kaszek Pioneer Corp, a Cayman Islands exempted company; amended and restated memorandum and articles of association are to our memorandum and articles of association of the Company, adopted on September 10, 2021; Companies Act refers to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; directors refers to our current directors and director nominees; forward purchase agreement are to the agreement providing for the purchase of 5,000,000 forward purchase shares at a price of $10.00 per share by our sponsor in a private placement that will close substantially concurrently with the consummation of our initial business combination; forward purchase shares refers to our Class A ordinary shares to be purchased by our sponsor pursuant to the forward purchase agreement; founder shares refers to 12,739,286 of our Class L ordinary shares (of which 1,639,286 Class L ordinary shares are subject to forfeiture if the underwriters do not exercise their over-allotment option) initially purchased by our sponsor in a private placement prior to this offering and, unless the context otherwise requires, the Class A ordinary shares that will be issued upon the automatic conversion of the Class L ordinary shares only to the extent certain triggering events occur prior to the fifth anniversary of our initial business combination, including specified strategic transactions and other triggering events based on our shares trading at $10.00 per share, $15.00 per share and $20.00 per share, in each case, as described in this prospectus (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders refers to holders of our founder shares prior to this offering; Kaszek refers to Kaszek Ventures family of venture funds, including Kaszek Opportunity II, L.P., an affiliate of our sponsor; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team refers to our executive officers and directors (including our directors nominees that will become directors in connection with the consummation of this offering); Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 21, 2021 PRELIMINARY PROSPECTUS $250,000,000 MELI Kaszek Pioneer Corp 25,000,000 Class A Ordinary Shares MELI Kaszek Pioneer Corp is a blank check company whose business purpose is to effect a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer throughout this prospectus to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our Class A ordinary shares, par value $0.0001, which we refer to as our public shares, at an initial public offering of $10.00 per share. We have also granted the underwriters a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional shares to cover over-allotments, if any. We are not offering warrants in connection with this initial public offering of our Class A ordinary shares, and no warrants will be purchased by our sponsor in a private offering prior to completion of this offering. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below, calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, MELI Kaszek Pioneer Sponsor LLC, has committed to purchase 900,000 Class A ordinary shares (or 975,000 Class A ordinary shares if the underwriters over-allotment option is exercised in full) at a price of $10.00 per share (approximately $9,000,000 in the aggregate or approximately $9,750,000 in the aggregate if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. We refer to these Class A ordinary shares as the private placement shares throughout this prospectus. Each private placement share is identical to the public shares sold in this offering, except that our sponsor will have certain registration rights, as described herein, and the Class A ordinary shares will not be eligible for redemption in connection with the initial business combination. Our sponsor has purchased 12,739,286 Class L ordinary shares. We refer to these Class L shares throughout this prospectus as the founder shares. Founder shares will convert into Class A ordinary shares after our initial business combination, only to the extent the trading price of our public shares exceeds certain thresholds after the initial business combination or in the event of specified strategic transactions that occur after our initial business combination (in each case, as further described herein), at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares would equal, in the aggregate on an as-converted basis, up to 30% of the sum of the total number of all public shares and private placement shares issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their over-allotment option and without giving effect to any redemptions of any public shares in connection with the initial business combination) plus the total number of founder shares issued and outstanding upon completion of this offering, subject to certain adjustments and to the sponsor s waiver of anti-dilution rights, as described in this prospectus. Notwithstanding the foregoing, all founder shares that have not been converted to Class A ordinary shares on the fifth anniversary of our initial business combination will be exchanged on such date, at the Company s election, for an aggregate for all such founder shares of either (i) 100 Class A ordinary shares or (ii) cash, in an amount equal to the value of 100 Class A ordinary shares, based on the average market price of Class A ordinary shares over the period of five trading days ending two trading days before the date of exchange. Prior to our initial business combination, only holders of our founder shares will be entitled to vote on the appointment of directors. On all other matters, holders of our founder shares and holders of our public shares will vote together as a single class, with each public share entitling the holder to one vote per public share. We will enter into a forward purchase agreement with our sponsor, pursuant to which our sponsor has committed that it will purchase from us 5,000,000 Class A ordinary shares (the forward purchase shares ) at a price of $10.00 per forward purchase share, for an aggregate purchase price of $50,000,000 in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The Class A ordinary shares issuable pursuant to the forward purchase agreement will be identical to the Class A ordinary shares being sold in this offering, respectively, except that our sponsor will have certain registration rights, as described herein, and the Class A ordinary shares will not be eligible for redemption in connection with the initial business combination. Currently, there is no public market for our securities. We have applied to have our Class A ordinary shares listed on the Nasdaq Global Market, or Nasdaq, under the symbol MEKA . We expect that our shares will be listed on Nasdaq on or promptly after the date of this prospectus. Table of Contents MELI refers to MercadoLibre, Inc. ordinary shares refers to our Class A ordinary shares and our founder shares, collectively; public shares refers to our Class A ordinary shares sold as part of the shares in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders refers to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; private placement shares refers to the Class A ordinary shares that our sponsor has committed to purchase in a private placement that will close simultaneously with the closing of this offering (which private placement shares are identical to the shares sold in this offering, subject to certain limited exceptions as described in this prospectus) (for the avoidance of doubt, such private placement shares will not be public shares ); SPAC refers to special purpose acquisition companies; and sponsor refers to MELI Kaszek Pioneer Sponsor LLC, a Cayman Islands limited liability company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the founder shares described in this prospectus will take effect as a compulsory redemption of founder shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. GENERAL MELI Kaszek Pioneer is a newly-incorporated Cayman Islands exempted company structured as a blank check company whose business purpose is to effect a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, to which we refer throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus our search for an initial business combination on technology-enabled companies operating in Latin America across a number of verticals, including, but not limited to, commerce, financial services, logistics, healthcare, education, enterprise software and entertainment. WHY MELI KASZEK PIONEER MELI Kaszek Pioneer reunites the founders and key members of the founding team of MELI, who worked as a cohesive unit during the company s first decade, from 1999 to 2011. They were pioneers in Table of Contents We are an emerging growth company under applicable federal securities laws and as such we will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 44 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ 10.00 $ 250,000,000 Underwriting discounts and commissions (1) $ 0.55 $ 13,750,000 Proceeds, before expenses, to us $ 9.45 $ 236,250,000 (1) $0.20 per share, or $5,000,000 in the aggregate (or $5,750,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. $0.35 per share, or $8,750,000 in the aggregate (or up to $10,062,500 in the aggregate if the underwriters over-allotment option is exercised in full) is payable to the underwriters upon the completion of an initial business combination for deferred underwriting commissions, which shall be placed in a trust account located in the United States prior to being released to the underwriters. See also Underwriting for a description of underwriting compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement shares described in this prospectus, after deducting $5,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $5,750,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $4,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering, $250,000,000, or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per share in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company, acting as trustee. The underwriters are offering the public shares for sale on a firm commitment basis. The underwriters expect to deliver the shares to the purchasers on or about , 2021. Joint Book-Running Managers BofA Securities Goldman Sachs & Co. LLC Allen & Company LLC J.P. Morgan , 2021 Table of Contents identifying the potential for disruption through technology in Latin America, and MELI became the region s most valuable technology company as of the date of this prospectus in terms of market capitalization. Several of the founders of MELI were subsequently pioneers in bringing global venture capital at scale to the vibrant Latin American tech ecosystem, and Kaszek is now the largest early-stage, technology-focused venture capital manager in Latin America. Today, this team believes that the region s technology ecosystem is ripe for accessing international capital markets to unlock a new era of growth and therefore is committing again to pioneer in creating a vehicle to partner with a new Latin American technology champion and enable such access. MELI Kaszek Pioneer is a strategic priority for both MELI and Kaszek that we believe will open a new chapter for value creation through capital markets in Latin America. MELI AND KASZEK Our sponsor is jointly owned by MELI and Kaszek. MELI is the largest Latin American technology company by market capitalization as of the date of this prospectus and a regional leader in commerce and fintech, and Kaszek is the largest early-stage, technology focused venture capital manager in Latin America. MELI and Kaszek are joining forces to make MELI Kaszek Pioneer a powerful proposition for leading private tech companies in the region. We believe that MELI Kaszek Pioneer offers potential targets unique expertise through the joint capabilities of MELI and Kaszek, their proven ability to work together to drive successful results and access to the combined knowledge of each organization. MELI and Kaszek share a common vision, and each has a track record in identifying and growing start-ups and leading them to become successful publicly-traded companies, as exemplified by MELI, which has been a listed company for 15 years. The two firms and their respective teams have maintained a very close relationship during the last two decades, including successfully leading venture capital investments together, such as DigitalHouse (where Angel Uribe, our Chief Investment Officer, was also an active board member) and Warren. Our management believes that this mutual trust will result in fluid and expedited decision making in the search for an initial business combination. MELI and Kaszek, both individually and as organizations, have been at the center of the development of the large and growing digital economy in the region over the last two decades. We believe much of the evolution that is seen today in the sector can be traced back to either MELI, Kaszek or both. They have served as an inspiration for the newer generations of entrepreneurs, have been a source of talent to feed the market with capable professionals, have provided financial resources to foster the region s technological evolution, and have created and helped other founders to create compelling technology-based solutions that have democratized and unlocked transformational efficiencies across key industries. This transformation in turn has fostered entrepreneurship and social mobility, which we believe in the long run will lead to an improvement in overall socioeconomic conditions throughout Latin America. MELI, Kaszek and our management team have complementary skill sets. The MELI platform is positioned to propel potential targets by leveraging new or existing business relationships and adjacencies, as well as offering valuable knowledge on public company governance; while Kaszek brings deal execution capabilities, unique market insights and connectivity across the region. MELI and Kaszek also share core cultural values: an entrepreneurial mindset, a passion for technology and innovation, and a deep commitment to creating significant value through long-term focus and building trusted relationships with partners. MELI and Kaszek have both consistently been preferred channels for leading international investors to access the attractive tech ecosystem and growth dynamics in Latin America. Both institutions have significant Table of Contents value-creation track records, having generated over $150 billion in total equity value appreciation, based on MELI s current market capitalization as well as Kaszek s exited investments and the most recent valuations for its current portfolio companies. We believe that this strong performance and the reputation it has fostered with investors, will allow MELI Kaszek Pioneer to accelerate the positive trend of increasing access to capital and know-how for tech startups in the region, further closing the gap of under-capitalization compared to more developed regions. MELI Highlights MELI is the largest online commerce and fintech platform in Latin America and as of June 2021 one of the six largest companies in the Americas by market capitalization value in internet retail and internet software/services for the Americas. It has a unique regional and integrated platform designed to provide users with a complete portfolio of services to facilitate commercial and financial transactions. MELI is present in 18 countries across the region and is the e-commerce market leader in key geographies such as Brazil, Mexico, Argentina, Chile and Colombia, based on the number of total visits in the period between June 2020 and May 2021. MELI was founded and incorporated in Delaware in 1999 by a team of pioneers, many of whom continue leading MELI to date. The founding team includes Marcos Galperin, MELI s current chairman and chief executive officer; Hernan Kazah, our co-Chief Executive Officer; Stelleo Tolda, MELI s current president of Commerce; and Osvaldo Gimenez, MELI s current president of Fintech. Other senior executives of MELI have also been part of the company since it started operations, including our co-Chief Executive Officer, Pedro Arnt, who is currently the chief financial officer of MELI; and Daniel Rabinovich, MELI s chief operating officer. MELI has consistently launched new synergistic business segments and innovative products and solutions, which have allowed the company to offer a unique full-service platform for its customers. This robust ecosystem had fostered the development of the largest e-commerce community in Latin America, while uniquely addressing the distinctive cultural and geographic challenges of operating in the region. MELI currently provides the following highly integrated and complementary services to buyers and sellers, spanning multiple segments of the Latin American digital ecosystem, each one presenting an opportunity for synergies and business partnerships with prospective target companies for MELI Kaszek Pioneer: - MercadoLibre Marketplace: Fully-automated, topically-arranged and user-friendly online commerce platform, which can be accessed through MELI s website and mobile app. This platform enables both businesses and individuals to list merchandise and conduct sales and purchases online. - Mercado Pago: Fintech solution, designed to facilitate transactions both on and off MELI s marketplaces by allowing users to securely, easily and promptly send and receive payments online. Mercado Pago product and services offering includes off-platform payment processing through QR codes and mobile points of sale devices, transfers between users, asset management (Mercado Fondo) and financing for both merchants and customers (Mercado Credito). - Mercado Envios: Cost-efficient alternative for sellers to utilize MELI s existing distribution chain to fulfill sales on its platform. Sellers that opt into the program are able to offer a uniform and seamlessly integrated shipping experience to their buyers at competitive prices. - MercadoLibre Classifieds: Online classified listing service which allows users to list and purchase vehicles, real estate and services. - MercadoLibre Advertising Platform: Enables MELI s sellers and large advertisers to display ads on the MELI s webpages. Table of Contents - Mercado Shops: Online store solution which allows users to set-up, manage and promote their own online stores which are hosted by MELI and offer integration with the other services offered by MELI. MELI s unique proposition for customers across the region has led to a track record of sustained high growth. Since 2007, it has incorporated 50 million unique active users to its platform, reaching almost 76 million during the twelve months ended June 30, 2021. Over the same period, MELI has grown its gross merchandise volume, total payment volume and revenues at compound annual rates in US dollar terms of 23%, 55% and 35%, respectively, to reach $26.0 billion, $63.0 billion and $4.7 billion, respectively, for the twelve months ended June 30, 2021. MELI has a longstanding and successful track record in the United States public equity markets, listed on Nasdaq since 2007. The company s strong operational and financial performance since its initial public offering has led to significant value creation for its shareholders, with market capitalization increasing by over 98 times in US dollar terms as of July 2, 2021, representing a compound annual rate of return above 38%. Since its initial public offering, MELI has built strong ties to key institutional investors in the public domain and several leading firms have remained as significant shareholders in the company for many years. MELI also has direct experience with other relevant capital markets financing alternatives, including convertible instruments and bonds. MELI has proactively pursued partnership opportunities to continue diversifying and improving its unique product and service offering, most recently by entering into a strategic relationship with PayPal in 2019. To continue growing and developing the leading technology company in the region, MELI has further sought partnerships by becoming an active and successful investor in the sector through the MELI Fund. MELI Fund was launched in 2016 as the company s corporate venture capital arm and since then has completed 26 investments across four countries and multiple key verticals. MELI Fund pursues value creation and ecosystem growth in the region, investing in companies with a similar mission to MELI s of boosting the digital ecosystem and democratizing commerce and access to capital by leveraging technology. MELI Fund invests in seed, early and growth stage companies led by outstanding entrepreneurs and strong teams and helps these companies to scale their business, partially by becoming a strategic partner fostering synergies with MELI. We believe MELI Kaszek Pioneer will significantly benefit from MELI s leading position and scale in order to source highly attractive business combination candidates as well as drive a significant value-unlocking and high-growth transformation in our eventual target through a potential partnership and joint business development. Kaszek Highlights Kaszek is the largest early-stage, technology focused venture capital manager in Latin America, having raised more than $2 billion in seven different funds that encompass a full lifecycle investing strategy. We believe Kaszek has one of the most experienced investing teams in the region, including Hernan Kazah, our co-Chief Executive Officer, Nicol s Szekasy and Nicolas Berman, who as co-founder and chief operating officer, chief financial officer and vice president of marketing at MELI, respectively, were instrumental to MELI s development and performance from its founding in 1999, through its initial public offering in 2007 and until 2011. Hernan Kazah and Nicol s Szekasy decided to launch Kaszek in mid-2011, leveraging their first-hand start-up experience to identify leading technology entrepreneurs and founders in Latin America and help them financially, strategically and operationally across their long journey to create the next generation of disruptive companies in the region. Kaszek is currently led by seven seasoned partners, all with unique skill sets and backgrounds, who are supported by experienced professionals located in S o Paulo, Mexico City, Buenos Aires, Montevideo and Palo Alto. Table of Contents Kaszek has so far invested in 101 technology companies across Latin America in most of the relevant industries and verticals, such as financial services, education, healthcare, ecommerce, marketplaces, enterprise software, and SaaS, among others. Kaszek is one of the top unicorn builders in the region, having invested and successfully helped eleven companies to achieve this status, including Nubank (latest approximate valuation as of June 2021: $30.4 billion), QuintoAndar (latest approximate valuation as of August 2021: $5.1 billion), Kavak (latest approximate valuation as of February 2021: $4.0 billion), NuvemShop (latest approximate valuation as of August 2021: $3.1 billion), Gympass (latest approximate valuation as of June 2021: $2.1 billion), Bitso (latest approximate valuation as of May 2021: $2.1 billion), Loggi (latest approximate valuation as of February 2021: $1.7 billion), Creditas (latest approximate valuation as of December 2020: $1.7 billion), NotCo (latest approximate valuation as of July 2021: $1.4 billion), MadeiraMadeira (latest approximate valuation as of December 2020: $1.0 billion) and PedidosYa (already exited). Kaszek aims to become the most trusted and value-add partner for its portfolio companies, providing capital but further complementing that with first-hand expertise and insights in strategy, operational execution, team-building, growth, technology, product development, networking and fundraising. Kaszek s investment strategy deliberately ignores short-term market noise and instead focuses on long-term secular trends and value-creation, understanding that it takes years and sometimes even decades to build longstanding iconic companies. This strategy has allowed Kaszek s funds to deliver significant value creation, from $3 billion in combined historical entry market value for all of Kaszek s investments to date to $66 billion in current market value, considering both exited investments and the valuations achieved in the most recent financing rounds for current portfolio companies. This represents an approximate 19x return on total invested capital across Kaszek s ecosystem, a testament to Kaszek s unique prowess in identifying technology winners. Today Kaszek has a diversified platform of funds, including early-stage funds, which invest in seed, series A, or series B rounds, and opportunity funds, which invest from series C rounds up to pre-IPO financing, mainly in companies included in its early-stage portfolios. In all of its investments, Kaszek expects to support founders through several rounds. Kaszek has built strong partnerships with leading global and regional investors, including Berkshire Hathaway, Sequoia, Tiger, Softbank, Ribbit, Accel, GreenOaks, Founders Fund, D1, Bezos Expedition, Tencent, GIC, and CPPIB, which have acted as co-investors or follow-on investors in many of Kaszek s investments. The combined capacity of Kaszek and these investors has allowed Kaszek s portfolio companies to raise a combined total of over $12.2 billion to date. Separately, Kaszek s investor base of limited partners also includes world-class institutional investors, such as Sequoia Heritage, Wesleyan University, Horsley Bridge Partners, The David and Lucile Packard Foundation, University of Michigan and Washington University in St. Louis, many of which have invested in Kaszek s various funds since 2011. Kaszek has a formidable sourcing and screening capability, having rigorously reviewed more than 15,000 start-ups and deeply interviewed more than 6,000 founding teams to date. Through this disciplined process, Kaszek has developed a valuable network of relationships across the tech ecosystem in Latin America, which has proven critical to identify sector champions very early on and then support them throughout their scaling journey. Some of Kaszek s flagship investments to date include: - Nubank: the world s largest independent digital bank (based on the number of customers), serves over 40 million customers, and is one of the most valuable fintech companies globally. It has significantly disrupted Brazil s inefficient financial system and expanded to become a regional and global player. Kaszek invested $1 million in Nubank s seed round for a 10% stake and Nubank has since raised over $2 billion, achieving a $30 billion valuation in its latest financing round, which was led by Berkshire Hathaway. Table of Contents - Kavak: a safe and reliable platform to sell or buy a used car in Latin America. After initially launching in Mexico City, it has expanded throughout Mexico as well as in Argentina and Brazil. Kaszek has helped Kavak to became the first unicorn in Mexico s history in 2020 and subsequently achieve a $4 billion valuation in its latest financing round closed in April 2021. - QuintoAndar: end-to-end solution for long-term rentals and connecting home buyers to sellers, with a platform that operates in 40 cities across Brazil. Kaszek initially invested at a $15 million valuation in the seed round and QuintoAndar has since raised over $700 million, achieving a $5 billion valuation in its latest financing round closed in August 2021, which was co-led by Greenoaks and Tencent. We believe MELI Kaszek Pioneer will significantly benefit from Kaszek s superior reach within the tech ecosystem in Latin America as well as its reputation as unicorn-builder across sectors and geographies, providing a unique value proposition for leading entrepreneurs and investors in the most compelling business combination targets. With respect to the foregoing examples, past performance by our management team, MELI, Kaszek and our sponsor is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. You should not rely on the historical record of MELI, Kaszek, our sponsor or our management as indicative of our future performance. See Risk Factors Past performance by MELI, Kaszek, our sponsor and our management team, may not be indicative of future performance of an investment in us. For a list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the Company, please refer to Management Conflicts of Interest. MARKET OPPORTUNITY Latin America is a very attractive and sizeable economy, with approximately 650 million people, a $4.2 trillion GDP and high growth and economic development potential. The region has experienced a digital transformation over the last decades, similar in many ways to the U.S. experience but also positively reinforced by that market s developments, driven by innovators and disruptors, such as MELI and Kaszek, our management team and Kaszek s portfolio companies. This transformation has coincided with attractive demographics, with a young population that is highly receptive to technology and adopts new technology fast. Smartphone penetration in Latin America is expected to reach 74% of the population by 2022, from 69% in 2019, while internet penetration currently stands at 72% of population compared to 55% globally according to Statista and Internet World Stats. This favorable digitalization trend has been further accelerated by the effects of the COVID-19 pandemic. In the last two decades, there has been significant disruption across key sectors of everyday life, including retail, financial services, logistics, education and healthcare, and we believe this has fostered social mobility and improved overall socioeconomic conditions. Specific examples of this disruptive trend include the e-commerce and fintech sectors, where MELI and some of Kaszek s portfolio companies have been at the forefront. According to E-Marketer, in Latin America, the retail e-commerce sales sector has grown at an 21.7% CAGR in US dollar terms in the 2018-2021 period, and its penetration as a percentage of total retail sales has increased from 3.5% to 6.2% over the same period. Regarding the Fintech sector in Latin America, the usage of digital banking platforms in the two most important markets in the region, Brazil and Mexico, has reached 83% and 76% of the banking population, respectively, significantly above the usage level in the US which currently stands at 62% of the banking population, according to Deloitte Center of Financial Services analysis. Table of Contents Aspirational success stories such as MELI and sustained venture capital activity, both from regional firms such as Kaszek and global firms including many of Kaszek s co-investors, have been instrumental to the development of the private tech companies that have surfaced in the region. Venture capital investments into the technology sector in Latin America have been consistently increasing in recent years, growing at a 47% CAGR in the 2015-2020 period, according to Statista. We believe this has been a consequence of various elements that have positively reinforced each other, including: - Sustained high growth of the leading disruptors, which has led to increasing needs for growth capital; - Highly attractive new companies continuing to emerge at an accelerated pace across verticals, presenting new opportunities for investors; and - Successful performance of venture capital pioneers, such as Kaszek, attracting both new market participants and higher amounts of capital into incumbent firms. All of these positive drivers have led to a multiplication of unicorns, startup companies in Latin America that achieved a valuation of over $1 billion in a fundraise, M&A transaction or equity offering, from only four in 2016 to more than 30 today, and more companies reaching valuations of $500 million or more. Many of these investments are currently entering into a maturing phase for the private market and could potentially start to be impacted by the relative lack of permanent capital in the region. In this context, an initial public offering would allow these leading disruptors to expand their funding sources and access to capital while improving their visibility both regionally and globally. However, IPO activity for the sector has so far been relatively limited compared to the private market s development, to some extent as a result of the limitations that local capital markets present for high-growth tech companies. Currently the aggregate market capitalization for all public Latin American technology companies only represents 3.0% of the region s GDP, compared to 111.3% of GDP for the United States, according to according to Bloomberg and The World Bank. Tech founders in the region see the United States as their aspirational listing venue as a result of the following elements among others: - Highly successful precedents of U.S.-listed tech companies to date: including MELI, Globant, Stone, XP, PagSeguro, Arco and DLocal. These companies have delivered high returns in U.S. dollar terms and outperformed relevant market benchmarks. - Presence of most of their relevant global comparables in that market: we believe this has been one of the factors that has allowed MELI s trading multiples to increase by over 10 times in the last decade, converging towards those of its world-class global peers. - Tech-savviness of the investor base: including investors that have already entered into some of the leading private tech companies in the region in the context of their most recent financing rounds. - Deeper liquidity pools. The U.S. market has issuance levels greater than the Latin American market as reflected by the aggregate number of IPOs and follow-on offerings in the last three years (3,173 vs 192, respectively(1)). Additionally, when comparing the aggregate market capitalization of both markets, the U.S. market is preferred considering its total market capitalization of $59.68 trillion vs $1.46 trillion in Latin America(2). (1) Considers U.S. listed only IPOs and follow-on offerings with an aggregate value over $50 million for the United States and Latin American listed only IPOs and follow-on offerings with an aggregate value over $50 million as of January 1, 2018. Table of Contents (2) Considers the NYSE Composite and NASDAQ Composite indices for the United States and Argentina s Merval, Brazil s BOVESPA, Chile s IPSA, Colombia s COLCAP, Mexico s MEXBOL and Peru s S&P/BVL indices for Latin America as of June 30, 2021. We believe that the Latin America technology sector is at the onset of a new wave of disruption driven by new sources of capital and public-ready targets across industries. In this context, SPACs represent a very attractive alternative for tech companies to access the United States market and we believe our pioneering combination of the world-class leading company and investor in the region and sector provides us with a unique positioning to take advantage of this opportunity. BUSINESS STRATEGY AND COMBINATION CRITERIA MELI and Kaszek s complementary skillset, hands-on and value-add approach, developed during more than two decades of operating and investing in the Latin America technology sector, uniquely positions us to identify and unlock the next landmark technology business in the region. We believe we present a best-in-class proposition for both investors and targets as well as clear differentiation from conventional SPACs. MELI and Kaszek s extensive combined network provides us with direct access to deal flow as well as market intelligence and industry expertise to conduct thorough diligence in an efficient and timely way. Our Acquisition Criteria We will focus our disciplined search on a proprietary pipeline of targets to which we can uniquely add value through a partnership and which present most of the different elements in our core acquisition criteria, which include the below. Category champions with massive growth potential: We believe that these companies present a combination of (i) focus on a large addressable market with favorable tailwinds and demonstrated ability to deliver growth, organically and / or inorganically, (ii) proven disrupting business models, having created a product or service that has displaced incumbents and being uniquely poised for further innovation and growth and (iii) sustainable market dominance, with a demonstrated competitive advantage supported by key elements such as a differentiated and identifiable technology, product offering and strong brand. MELI and Kaszek have a unique understanding of what it takes to become such a company, having founded MELI and led it to become a world-class technology player and having identified early on the companies that are following in MELI s footsteps and leading the second wave of technology disruption in the region, such as Nubank, Kavak, QuintoAndar, Creditas and MadeiraMadeira. World-class and reliable founders: Latin America has consistently produced high-quality innovative entrepreneurs, which we believe have been one of the key factors behind the digital revolution experienced by the region. We believe we are uniquely positioned to identify, attract, and help develop the most successful founders in the market, given our sponsors highly aspirational brands and the relevant element of founder to founder recognition. MELI s founder-led management has arguably represented the best-in-class team in the region, with continuous world-class execution and outstanding innovation. Additionally, Kaszek has a proven track record of identifying winning technology trends and partnering with the most successful entrepreneurs, having closely witnessed the evolution of most founders and teams since early stages and thus getting a unique sense of who have the potential to be the most consistent and reliable ones. Readiness to excel in public markets: We will look for targets that are ready to benefit from becoming a public company as well as capitalize on our combined experience in sourcing financing and navigating Table of Contents public markets. This universe includes targets that have either achieved, or are well on track to achieve, sound financial performance and consistent value creation for their shareholders. Our team has a first-hand understanding of the intricacies of listing a Latin American company in the U.S. market, having led the initial public offering of one of the largest public companies in the region, MELI. Moreover, our team also has a unique understanding of what it takes to successfully and consistently perform in the public markets. Separately, Kaszek has a proven track record of supporting founders and their teams evolve into world-class executives, helping companies to attract the most demanding institutional capital in the world and closely guiding companies from their early days until they are public-ready. Positive social and environmental impact and values that are consistent with our sponsor: We are deeply inspired by the mission behind MELI s foundation, Democratize commerce and financial access, which was then widely reflected in Kaszek s investment track record. We will target companies that have demonstrated that it is possible to leverage innovation and entrepreneurial vocation to tackle the main structural challenges in Latin America, including social inequality, financial inclusion, access to health and education, jobs creation and general high transaction inefficiencies. In a region that has historically struggled with long-term economic growth, we believe the technology-enabled sector is uniquely poised to deliver positive and tangible impact, leading the way toward sustainable development. Value Creation Capabilities Our objective is to become the best strategic partner for a founder-led and high growth tech disruptor by entering into a long-term relationship that will allow it to fully leverage our sponsor s diverse skill sets and businesses. We believe we can have a significant transformational effect on partner companies, improving our target s value proposition, allowing it to gain market share and thus taking it to the next level of growth. We believe this will in turn lead to significant value creation for all stakeholders. First and foremost we believe MELI Kaszek Pioneer aggregates MELI s and Kaszek s experience, know-how and access to the Latin American technology ecosystem, which provides a distinctive ability to identify long-term leading technology companies. Additionally, we believe we have the potential to unlock further value in our target through partnerships with the MELI ecosystem. We believe MELI s leading comprehensive technology ecosystem in the region can provide immediate growth to drive economies of scale and improve unit economics. We envision different opportunities to materialize synergies: Companies integrated with MELI s supply chain ecosystem: Targets that provide products and services that are adjacent to MELI s business and that may thus benefit from deeper commercial relationships and piggyback on the company s sustained growth. These would include targets in sectors such as logistics, payments infrastructure, EdTech and enterprise software, among others. Companies benefiting from MELI s distribution and market intelligence: Targets that could deliver complementary solutions to MELI s current offering. These would include targets in sectors such as PropTech, mobility and delivery, AdTech and gaming, among others. Companies offering solutions that may bundle with MELI s existing products and services: Targets that together with MELI could jointly maximize coverage across MELI s core business categories. These would include targets in sectors such as Fintech, namely specialty lending, e-commerce and marketplaces, among others. Table of Contents Companies that stand ready to benefit from unique best-practice-sharing agreements: These could encompass technology, marketing, human resources, finance, risk management and governance, among other areas. Finally, we believe there are further synergies with the organizations of MELI and Kaszek that go beyond business development opportunities but that nonetheless can be of great value to potential targets: Extensive operational alpha and investing experience: MELI s and Kaszek s operations reflect top standards of excellence. Together they represent a unique combination that will allow us to offer bespoke support to potential targets, to successfully identify and implement value enhancing initiatives, and to help develop and train the target s different teams, if required. Unparalleled reputational endorsement: Association with MELI and Kaszek will strengthen the target s public image and brand recognition. Growth acceleration through ecosystem-building and regional expansion: A target currently focused on a few core geographies or one vertical and a few products and services could further enhance its growth track record by leveraging MELI s and Kaszek s broad regional footprint and proven track record creating integrated and synergistic platforms to expand into other markets and verticals. Deep local and global connectivity: A target could leverage MELI s and Kaszek s combined ecosystem of local and global networks, including world-class institutional investors, founders and management teams of public and private companies, which will facilitate potential new partnerships. ALIGNMENT WITH OUR INVESTORS AND TARGET In addition to the unique proposition that our sponsor and its affiliates represent for the SPAC market and the technology sector in Latin America, we believe MELI Kaszek Pioneer s structure differentiates us from other SPACs in Latin America and globally and aligns incentives better than a typical blank check company. Key Terms Conventional SPAC MEKA MEKA Enhancements Sponsor Set-Up Most SPACs have a single sponsor, which typically is either a financial sponsor or individuals For corporate and financial sponsor-backed SPACs, sponsor can be either the company or fund vs. the management team or the general partners Sponsored by MELI and Kaszek, at the corporate and fund level, respectively Unique combined sponsorship, which we believe will positions us favorably to unlock value Alignment of interest and institutional support from both MELI and Kaszek Table of Contents Key Terms Conventional SPAC MEKA MEKA Enhancements Promote 20% of the ordinary shares issued and outstanding upon the consummation of the offering All founder shares vest upon business combination, no performance-based test No founder shares issued upon business combination and if stock price does not trade at $10 for 20 of 30 trading days Class L founder shares will vest in three equal tranches at $10, $15 and $20 per share (prior to the 5-year anniversary of our initial business combination) for up to 30% of the sum of the total number of all public shares and private placement shares issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their over-allotment option and without giving effect to any redemptions of any public shares in connection with the initial business combination) plus the total number of founder shares issued and outstanding upon completion of this offering, subject to certain adjustments and to the sponsor s waiver of anti-dilution rights, as described in this prospectus (1) Performance-based alignment, with no guaranteed minimum economics Downside and upside are shared with the target and investors Vesting structure aligned with sponsors long-term commitment Forward Purchase Agreement Typically not contemplated If included, often structured as an up to commitment with outs $50 million firm commitment from our sponsor Sponsor has greater skin in the game Reflects confidence of our sponsors in our ability to consummate an initial business combination Table of Contents Key Terms Conventional SPAC MEKA MEKA Enhancements Lock Up for Founder Shares 12 months after business combination; or after 150 days if stock price exceeds $12.00 for 20 of 30 trading days 18 months after business combination; or after 150 days if stock price exceeds $13.00 for 20 of 30 trading days Longer lock-up aligned with sponsor s long-term commitment Warrants Public unit includes certain fraction of a warrant, which are in the money with a 15% increase in stock price Sponsor purchases warrants with at-risk capital, which have similar terms to public warrants No warrants At-risk investors will purchase the same Class A ordinary shares than public investors at $10.00 per share Simplifies the transaction and results in a cleaner pro forma capital structure More attractive proposition for target (1) Class L shares also vest upon the consummation of certain strategic transactions following our initial business combination We believe MELI Kaszek Pioneer s attractive differentiating elements, as described above, will be instrumental in sourcing a best-in-class target for our business combination and thus deliver strong returns to our investors. All of the key elements for our structure are explained further elsewhere in this prospectus. OUR TEAM Our Company reunites the pioneer and founder team of MELI, which includes Hernan Kazah and Pedro Arnt, our Co-Chief Executive Officers, as well as Marcos Galperin (MELI s co-founder, president and chief executive officer), Nicol s Szekasy (Kaszek s co-founder and managing partner), Stelleo Tolda (MELI s president of commerce), Osvaldo Gimenez (MELI s president of Fintech) and Daniel Rabinovich (MELI s chief operating officer), who will serve as special advisors to the Company, providing us with invaluable advice throughout our search for an initial business combination. Our team is completed by Angel Uribe, our Chief Investment Officer, who while at TPG Growth has co-invested alongside the Kaszek team for the last four years before joining our Company, and world-class independent directors, who each have extensive experience working at or with leading technology companies and investment platforms both in the region and globally. We believe the extensive and complementary skill-set and network of our team will be key to our pipeline and business combination efforts. Together, our team brings significant experience in almost every tech vertical, investment stage, and country in the region as well as in the United States, in roles that have been focused on value creation. Additionally, our combined team has an unparalleled track record of successfully bridging the region with US investors and its capital markets. Our Management Team Hernan Kazah Chairman, Director and Co-Chief Executive Officer: Mr. Kazah is a Co-Founder and Managing Partner at Kaszek. He is also a co-founder of MELI, where he worked for 12 years, initially as Chief Operating Officer until 2009 and then as Chief Financial Officer until 2011. Prior to MELI, Hernan worked as a Brand Manager at Procter & Gamble and was a finance analyst both at the UN Development Program and at a Table of Contents stock brokerage firm. Mr. Kazah currently sits on the boards of several of Kaszek s portfolio companies, including MadeiraMadeira, DigitalHouse, CaminoEduca o, Covalto (formerly known as CrediJusto), LaHaus, Sallve, and Valoreo. Mr. Kazah was selected Endeavor Entrepreneur in 1999, Established Endeavor Entrepreneur in 2009, as one of The Outstanding Young Persons of Argentina by the Junior Chamber International in 2004, and Entrepreneur Master of the Year 2018 by Ernst & Young Argentina. Hernan holds a Master in Business Administration from Stanford University and a Bachelor s Degree in Economics, magna cum laude, from the University of Buenos Aires. Pedro Arnt Director and Co-Chief Executive Officer: Mr. Arnt is the Chief Financial Officer and Executive Vice President at MELI. Pedro has been with MELI since it was founded in 1999 and has held various roles in the company across different teams, providing him with a strong combination of operational and financial expertise. These roles include acting as MELI s Chief Financial Officer since 2011 and previously holding the position of Vice President of strategic planning, treasury and investor relations. Mr. Arnt has thus actively participated in MELI s transition from a private to a public company, playing an important role in capital markets, corporate finance, strategic planning and treasury initiatives. Pedro has also previously managed MELI s customer service operations and initially led the business development and marketing teams as Vice President. Prior to joining MELI, Pedro worked for The Boston Consulting Group. Mr. Arnt holds a Master s degree from the University of Oxford and a Bachelor s degree, magna cum laude, from Haverford College. Angel Uribe Chief Investment Officer: Mr. Uribe joined our Sponsor in 2021 to lead SPAC investment activities. Previously, Mr. Uribe was a Partner at TPG Growth and TPG s impact investment platform The Rise Fund, where he led the firm s Latin America platform since joining in 2016 as a Senior Advisor. During his tenure at TPG, Angel led investments including ResultadosDigitais and DigitalHouse, and served on the board of both companies. Before joining TPG, Mr. Uribe spent 15 years leading private equity investments in Latin America, mainly as a partner at Southern Cross Group, where he founded its Brazilian operation in 2007. Prior to Southern Cross, Angel was Chief Executive Officer of the Lagarde Winery in Argentina. Mr. Uribe holds a Master of Business Administration and graduated with honors from Austral University in Argentina; he also completed an Executive Program at Stanford University and graduated as Agricultural Engineer from UCA University in Argentina. Our Independent Directors Gregory Waldorf: Mr. Waldorf is the former CEO of Invoice2go, which was acquired by Bill.com in September, 2021. During his time as CEO of Invoice2go, Mr. Waldorf operated the software and payments company which served more than 200,000 small businesses globally and revolutionized how the world s smallest businesses work. Prior to Invoice2go, Mr. Waldorf has a long history of involvement with leading technology businesses and a lifetime passion for entrepreneurship. During his career, he has contributed to many businesses as an executive leader, board member, entrepreneurial founder and early stage investor. His former experience includes being the Chief Executive Officer of eHarmony, where he led the company through an extended period of global growth, and being a Chief Executive Officer-in-Residence at Accel Partners. In addition to his executive roles, Mr. Waldorf has served on numerous private and public company boards in addition to his investments in many technology growth companies. Mr. Waldorf has recently served on the boards of Virta Health, Grupo Zap and Invoice2go, in addition to 11 years combined on the boards of Zillow and Trulia, where he served as Lead Director. Mr. Waldorf is a Senior Advisor to Sixth Street Partners and a Lecturer at Stanford University s Graduate School of Business. Mr. Waldorf holds a Master of Business Administration from Stanford University and Bachelor of Arts from UCLA. Jonathan Levav: Mr. Levav is a Venture Partner at Honeystone Ventures. He has extensive experience as the King Philanthropies professor of marketing at Stanford Graduate School of Business. His research has been aimed at understanding consumers judgments and choices by using tools from experimental psychology as Table of Contents well as behavioral economics and is both basic and applied, from probability judgment to product customization decisions. Prior to joining Stanford he was a faculty member at Columbia Business School. Mr. Levav has been a winner of the Hillel Einhorn Young Investigator Award, awarded biennially by the Society for Judgment and Decision-Making. He holds a PhD in marketing from the Fuqua School of Business, Duke University, and AB in public and international affairs from Princeton University. Catherine Ambrose: Ms. Ambrose is the CEO and a Board Member of the Global Private Capital Association (GPCA), the global industry association for private capital in Asia, Latin America, Africa, CEE and the Middle East. GPCA members include 300+ investors who together manage more than $2 trillion in assets across 130 countries. Ms. Ambrose is also a Steering Committee Member of the UN Institutional Investor Partnership for Sustainable Development (IIPSD), an Advisory Board Member of the Association for Private Capital Investment in Latin America (LAVCA), a Board Member for Girls Write Now, a non-profit that mentors underserved young women in New York City. Prior to joining GPCA, Ms. Ambrose was President and Executive Director of LAVCA. Ms. Ambrose was also previously the Chief of Advocacy for the Commission on Legal Empowerment of the Poor, a UN initiative. From 1998 to 2005, Ms. Ambrose was Executive Director of Programs for The Economist Group. Ms. Ambrose holds a Master s Degree of Public Administration and International Economic Policy from Columbia University, Bachelor of Arts in Latin American Studies from St. Lawrence University & the University of Madrid. Our Special Advisors In addition to our management team, we will be supported by the following special advisors, who were part of the teams that founded MELI and Kaszek and/or are currently key executives of those institutions. As such, we believe that their interests are aligned with our success. We currently expect our special advisors to (i) assist us in sourcing and negotiating with potential business combination targets, (ii) provide business insights when we assess potential business combination targets and (iii) upon our request, provide business insights as we work to create additional value in the business or businesses that we acquire. In this regard, our special advisors will fulfil some of the same functions as our board members; however, they will not owe any fiduciary obligations to us nor will they perform board or committee functions or have any voting or decision-making capacity on our behalf. They will also not be required to devote any specific amount of time to our efforts. None of our special advisors have ownership interests in our sponsor or purchased founder shares from our sponsor, and neither do they have any employment, consulting fee or other similar compensation arrangements with us. Marcos Galperin: Marcos Galperin is the Chairman and Chief Executive Officer of MELI. He also serves on the boards of Televisa, a media company in Mexico, and Onapsis, a cyber-security company. Mr. Galperin also served as a director of Globant S.A. (NYSE: GLOB) until his resignation in April 2020. Prior to working with MELI, Mr. Galperin worked in the fixed income department of J.P. Morgan Securities Inc. in New York from June to August 1998 and at YPF S.A., an integrated oil company, in Buenos Aires, Argentina, where he was a Futures and Options Associate and managed YPF s currency and oil derivatives program from 1994 to 1997. Mr. Galperin received a Master s in Business Administration from Stanford University and graduated with honors from the Wharton School of the University of Pennsylvania. Nicol s Szekasy: Nicol s Szekasy is a co-founder and Managing Partner of Kaszek. Mr. Szekasy was Chief Financial Officer of MELI for nine years, where he led its $333 million initial public offering in 2007. Prior to MELI, Mr. Szekasy was at PepsiCo for seven years where he held multiple positions including Chief Financial Officer for the Southern Cone region of Latin America. He currently sits on the board of several of Kaszek s portfolio companies, including QuintoAndar, Creditas, NuvemShop, NotCo, Sofia, Alice, Bitso, Belvo, Fintual and was a board member at Nubank between 2013 and 2021. Mr. Szekasy is the Chairman of the Board at LAVCA (Association for Private Capital Investment in Latin America), Board Member at Endeavor Global and is a Trustee at Universidad Torcuato Di Tella. Mr. Szekasy was invited to the Stanford Graduate School of Table of Contents Business as the Arjay Miller Distinguished CFO Lecturer in 2008 and was selected as Entrepreneur Master of the Year 2018 by Ernst & Young Argentina. He holds a Master s Degree in Business Administration from Stanford University and a Bachelor s Degree in Economics from the University of Buenos Aires. Stelleo Tolda: Stelleo Tolda has been MELI s Commerce President since August 2020. Prior to this position, from 2019 until August 2020, Mr. Tolda was MELI s Chief Operating Officer (Commerce), and from 2009 until 2019, MELI s Chief Operating Officer. Prior to this appointment, he served as a senior vice president and as MELI s country manager of Brazil since 1999. In that role, he guided MELI to its current position as the leading e-commerce marketplace in Brazil. Before joining MELI, Mr. Tolda worked at Lehman Brothers Inc. in the United States in 1999, and at Banco Pactual and Banco Icatu in Brazil, from 1996 to 1997 and 1994 to 1996, respectively. He holds a Master s in Business Administration from Stanford University and a Master s degree and Bachelor s degree in mechanical engineering, also from Stanford University. Osvaldo Gim nez: Osvaldo Gim nez has been MELI s Fintech President since August 2020. Prior to this role, he was responsible for MELI s MercadoPago operations, a position to which he was appointed to in February 2004. Mr. Gim nez joined MELI in January 2000 as country manager of Argentina and Chile. Before joining MELI, Mr. Gim nez was an associate in Booz Allen and Hamilton and worked for Santander Investments in New York. Mr. Gim nez received a Master s in Business Administration from Stanford University and graduated from Buenos Aires Technological Institute with a Bachelor s degree in industrial engineering. Daniel Rabinovich: Daniel Rabinovich has been MELI s Chief Operating Officer since August 2020. Prior to this role, from 2019 to August 2020, Mr. Rabinovich was MELI s Chief Operating Officer (Product & Technology), and prior to that he served as MELI s Chief Technology Officer, a position to which he was appointed in January 2011. Before his appointment as Chief Technology Officer, Mr. Rabinovich served as MELI s vice president of product development since January 2009, having joined MELI in March 2000 as an application architect. Before joining MELI, he worked in the application architecture team at PeopleSoft. Mr. Rabinovich holds a Master s degree in Technological Services Management from the Universidad de San Andres and graduated with honors from Buenos Aires University with a degree in information systems. INITIAL BUSINESS COMBINATION Nasdaq rules require that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not independently able to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. Our shareholders will not be provided with a copy of such opinion nor will they be able to rely on such opinion. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Unlike initial public offerings of other special purpose acquisition companies, investors in this offering will not receive any warrants (which typically would become exercisable following completion of our initial business combination). We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will Table of Contents only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target business or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. SOURCING OF POTENTIAL INITIAL BUSINESS COMBINATION TARGETS We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Kaszek or MELI, including our sponsor, or our executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent entity that commonly renders valuation opinions stating that such an initial business combination is fair to our Company from a financial point of view. Members of our management team, including our independent directors, will directly or indirectly own founder shares and/or private placement shares following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Furthermore, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Subject to their fiduciary duties under Cayman Islands law, none of our officers or directors who are also employed by our sponsor s affiliates have any obligation to present us with any opportunity for a potential Table of Contents business combination of which they become aware. Certain of these officers and directors, however, have fiduciary and contractual duties to Kaszek and MELI and to certain companies in which Kaszek has invested, including the duty to offer acquisition opportunities to Kaszek funds or to companies of which they are officers or directors. These entities include MadeiraMadeira, GuicheVirtual, DigitalHouse, TiendaPago, Sallve, LaHaus, RemessaOnline (Beetech Global), CaminoEduca o, Valoreo, Exactly, Mtrade and Covalto (formerly known as Credijusto). For example, as a result of the contractual duties to Kaszek, certain officers and directors would be required to first present acquisition opportunities that fall within a Kaszek fund s investment objectives or strategies to that fund, subject to their fiduciary duties as a matter of Cayman Islands law. Although we believe that many of the opportunities that would fall within Kaszek s objectives or strategies may be different than the opportunities we would pursue (because of the growth stage of the relevant business or for other reasons), there may be certain opportunities that fall both within our investment strategy and Kaszek s investment strategy. While these duties could limit the universe of potential acquisition targets available to us, we do not expect them to present in practice a significant conflict of interest with our search for an initial business combination. In addition, our sponsor, MELI, Kaszek or their affiliates may sponsor other blank check companies similar to ours, including in connection with their initial business combinations, during the period in which we are seeking an initial business combination, and members of our management team may participate in such blank check companies. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to other blank check companies with which they may become involved. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our sponsor, MELI, Kaszek or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. We do not believe, however, that these fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to search for an initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. For more information, see the section entitled Management Conflicts of Interest. CORPORATE INFORMATION Our executive offices are located at 78 SW 7th Street, Individual Office No. 07-156, Miami, Florida 33130 and our telephone number is + 598 2927 2770. We intend to maintain a corporate website at www.melikaszek.com following the consummation of this offering. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying Table of Contents with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700,000,000 as of the last business day of the second fiscal quarter of that year, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. Our status as a smaller reporting company is determined annually. We will continue to qualify as a smaller reporting company through the following fiscal year as long as (i) the market value of our ordinary shares held by non-affiliates (measured as of the end of the second quarter of the then current fiscal year) does not equal or exceed $250,000,000 or (ii) our annual revenues for the most recently completed fiscal year do not equal or exceed $100,000,000 and the market value of our ordinary shares held by non-affiliates (measured as of the end of the second quarter of the then current fiscal year) does not equal or exceed $700,000,000. If we exceed these thresholds, we will cease to be a smaller reporting company as of the first day of the following fiscal year. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and have received a tax exemption undertaking from the Cayman Islands Government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001870471_crypto-1_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001870471_crypto-1_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..83e092244ffd1d91ea4579e8d9239a7d50f6d6d7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001870471_crypto-1_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights portions of the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: we, us, company or our company are to Crypto 1 Acquisition Corp, a Cayman Islands exempted company; Class A ordinary shares are to our Class A ordinary shares of par value $0.0001 per share in the share capital of the company; Class B ordinary shares are to our Class B ordinary shares of par value $0.0001 per share in the share capital of the company; Companies Act are to the Companies Act (As Revised) of the Cayman Islands, as the same may be amended from time to time; founder shares are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such shares of our Class A ordinary shares will not be public shares ); initial shareholders are to our sponsor and the other holders of our founder shares prior to the closing of this offering; management or our management team are to our executive officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants we are selling to our sponsor in a private placement simultaneously with the closing of this offering; public shares and public warrants are to the Class A ordinary shares and warrants, respectively, which are being sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders and public warrant holders are to the holders of our public shares and public warrants, including our sponsor and management team to the extent they purchase public shares or public warrants, provided that their status as public shareholders and public warrant holders shall exist only with respect to such public shares or public warrants; and sponsor is to Crypto 1 Sponsor LLC, a Delaware limited liability company. Each unit consists of one Class A ordinary share and three-quarters of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units into shares and warrants and only whole warrants will trade. Accordingly, unless you purchase a multiple of four units, the number of warrants issuable to you upon separation of the units will be rounded down to the nearest whole number of warrants. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as a capitalization of profits, share premium or the capital redemption reserve, each as a matter of Cayman Islands law. TABLE OF CONTENTS PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution. The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows: SEC expenses $ 25,093 FINRA expenses 35,000 Accounting fees and expenses 50,000 Printing and engraving expenses 35,000 Road show expenses 20,000 Legal fees and expenses 250,000 Nasdaq listing and filing fees 75,000 Miscellaneous 259,907 Total $ 750,000 Item 14. Indemnification of Directors and Officers. Cayman Islands law does not limit the extent to which a company s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association also will permit us to purchase and maintain insurance on behalf of any officer or director who at the request of the company is or was serving as a director or officer of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the company has or would have had the power to indemnify the person against the liability as provided in the amended and restated memorandum and articles of association. We will seek to purchase a policy of directors and officers liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Item 15. Recent Sales of Unregistered Securities. On June 16, 2021, the Company issued an aggregate of 5,750,000 founder shares to Crypto 1 Sponsor LLC, the Company s sponsor, for a subscription price of $25,000, or approximately $0.004 per share, 750,000 of which are subject to forfeiture in the event the underwriters option to purchase additional units is not exercised in full. Such shares are fully paid. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except as described herein. However, the holders have agreed (i) to vote any shares owned by them in favor of any proposed business combination and (ii) not to redeem TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED DECEMBER 2, 2021 $200,000,000 Crypto 1 Acquisition Corp 20,000,000 Units Crypto 1 Acquisition Corp is a blank check company newly incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, or reorganization or engaging in any other similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any discussions, directly or indirectly, with any potential business combination target. Although there is no restriction or limitation on what industry or geographic region our target operates in, we will not pursue any target nor consummate an initial business combination with any entity that is incorporated, organized or has its principal business operations in China, Hong Kong or Macau. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and three-quarters of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. Each warrant will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination, or earlier upon redemption or liquidation, as described in the prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. If we are unable to consummate a business combination within 12 months from the closing of this offering, which is extendable at our sponsor s option to up to 18 months, as described herein, we will distribute the aggregate amount then on deposit in the trust account described below pro rata to our public shareholders by way of the redemption of their shares and will cease all operations except for the purposes of winding up of our affairs, as further described herein. We have granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units (over and above the 20,000,000 units referred to above). Our sponsor has committed to purchase from us an aggregate of 7,400,000 warrants (or 8,150,000 warrants if the underwriters option to purchase additional units is exercised in full), or private placement warrants, at a price of $1.00 per warrant ($7,400,000 in the aggregate, or $8,150,000 if the option to purchase additional units is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each private placement warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. Our sponsor currently owns an aggregate of 5,750,000 Class B ordinary shares, 750,000 of which are subject to forfeiture in the event the underwriters option to purchase additional units is not exercised in full. The total number of Class B ordinary shares issued and outstanding after this offering and the expiration of the underwriters option to purchase additional units will equal 20% of the total number of Class A ordinary shares and Class B ordinary shares issued and outstanding at such time. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof, on a one-to-one basis, subject to adjustment, as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. There is currently no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on The Nasdaq Global Market, or Nasdaq, under the symbol DAOOU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the Nasdaq. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless B. Riley Securities, Inc. inform us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be traded on the Nasdaq under the symbols DAOO and DAOOW, respectively. We cannot assure you that any of our securities will continue to be listed on the Nasdaq after this offering. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 32 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This prospectus does not constitute, and there will not be, an offering of securities to the public in the Cayman Islands. Per Unit Total Public offering price $ 10.00 $ 200,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 11,000,000 Proceeds, before expenses, to us $ 9.45 $ 189,000,000 (1) Includes $0.35 per unit, or $7,000,000 (or $8,050,000 if the underwriters option to purchase additional units is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of our initial business combination, as described in this prospectus. See Underwriting on page 150. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $201,000,000, or $231,150,000 if the underwriters option to purchase additional units is exercised in full ($10.05 per unit, regardless of whether or not the underwriters exercise any portion of their option to purchase additional units), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about [ ], 2021. Sole Book-Runner and Lead Manager B. Riley Securities The date of this prospectus is [ ], 2021. TABLE OF CONTENTS Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that (i) the underwriters will not exercise their over-allotment option to purchase additional units; and (ii) the initial business combination will be consummated within 12 months from the closing of this offering. Overview We are a blank check company newly incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, or reorganization or engaging in any other similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any discussions, directly or indirectly, with any potential business combination target. While we may pursue an initial business combination opportunity in any business, industry, sector or geographic region, we intend to focus on the acquisition of a significant digital assets and cryptocurrency exchange, payment system and/or related financial services company, including wallets, lending and decentralized finance ( DeFi ). A significant number of cryptocurrency exchanges are located in Asia (such as Korea, Japan, Singapore and the Philippines), Europe, North America and Latin America. We will not pursue any target nor consummate an initial business combination with any entity that is incorporated, organized or has its principal business operations in China, Hong Kong or Macau. The cryptocurrency market is valued between USD 1.8 and 2.8 trillion dollars as of November 2021. The exchanges and financial processors are the biggest winners in this space by earning revenue from deposit and withdrawal fees, as well as sales of cryptocurrencies. The top five exchanges had a combined revenue of USD 2.2 billion in 2019 and an average operating margin of 32%. APAC is home to most of the top 50 crypto exchanges and a majority of the largest cryptocurrency unicorns. Additionally, APAC trades the most volume. We believe the Asia-Pacific cryptocurrency markets are predicted to grow at significant cumulative aggregate growth rates from 2021 to 2026. In addition to APAC, we believe Europe (in particular, Switzerland and Germany) and Latin America are important markets given a large number of cryptocurrency users are located in those regions. Against the backdrop of the uncertainty raised by COVID-19, crypto and other digital currencies have garnered significant attention. Government authorities across the globe are establishing a clearer regulatory framework including anti-money laundering. Even banks have started buying crypto for the first time. Banks in the U.S. are creating their own blockchain-based systems, including digital currencies, to enable business-to-business (B2B) cryptocurrency and other digital asset payments between their customers. Major tech companies such as Tesla, Square, Visa and PayPal, and major financial companies such as Goldman Sachs, JPMorgan Chase, BNY Mellon and Morgan Stanley, have announced major plans for the incorporation of cryptocurrencies into their businesses. Several national governments, including Singapore, Japan, Canada, Ukraine, Malta, Estonia and El Salvador, have announced early strategies to implement or experiment with cryptocurrency and digital assets. The U.S. Securities and Exchange Commission has permitted trading of the first U.S. bitcoin exchange-traded funds (ETF). A company in the digital asset markets usually grows through increased scale and broader scope for its products and services. Many crypto and other digital currencies are working to enter the financial mainstream and to provide more services including banking, transfer, payments and risk management services. The branding and marketing programs promote these products to retain existing customers and acquire new customers. The services which many companies are pursuing include (but are not limited to) banking, lending, payments and transfers, trading, portfolio management services and risk management capabilities to serve the unique needs of digital assets and cryptocurrencies. Companies in decentralized finance, or DeFi, integrate multiple financial services in innovative forms and may challenge incumbent providers. We believe that there are potentially attractive target acquisition candidates. Venture capital investment in cryptocurrency related investments reached almost $6 billion in the second quarter of 2021 indicating a growing market and an increasing number of candidates. The private acquisition target companies have less access to financial capital than publicly listed companies due to the investor confidence that naturally TABLE OF CONTENTS any shares in connection with a shareholder vote or tender offer to approve or in connection with a proposed initial business combination. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D under the Securities Act. The sole business of our sponsor is to act as the company s sponsor in connection with this offering. Our sponsor has committed to purchase from us an aggregate of 7,400,000 warrants (or 8,150,000 warrants if the underwriters option to purchase additional units is exercised in full), or private placement warrants, at a price of $1.00 per warrant (approximately $7,400,000 in the aggregate, or $8,150,000 if the option to purchase additional units is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each private placement warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. Item 16. Exhibits and Financial Statement Schedules. (a) The following exhibits are filed as part of this registration statement: Exhibit No. Description 1.1 Form of Underwriting Agreement.* 3.1 Memorandum and Articles of Association.* 3.2 Form of Amended and Restated Memorandum and Articles of Association.* 4.1 Specimen Class A Ordinary Share Certificate.* 4.2 Specimen Warrant Certificate.* 4.3 Specimen Unit Certificate.* 4.4 Warrant Agreement.* 5.1 Opinion of Maples and Calder (Dubai) LLP.* 5.2 Opinion of Reed Smith LLP.* 10.1 Promissory Note, dated June 16, 2021, issued to the Sponsor.* 10.2 Securities Subscription Agreement, dated June 16, 2021, between the Registrant and the Sponsor.* 10.3 Form of Letter Agreement between the Registrant and the Sponsor.* 10.4 Form of Letter Agreement between the Registrant and each director, director nominee and executive officer of the Registrant.* 10.5 Form of Investment Management Trust Agreement.* 10.6 Form of Registration Rights Agreement.* 10.7 Form of Private Placement Warrants Purchase Agreement.* 10.8 Form of Indemnity Agreement.* 10.9 Form of Administrative Services Agreement between the Registrant and the Sponsor.* 14 Form of Code of Ethics.* 23.1 Consent of BDO USA, LLP* 23.2 Consent of Maples and Calder (Dubai) LLP (included in Exhibit 5.1).* TABLE OF CONTENTS TABLE OF CONTENTS Page SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001870575_ralph_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001870575_ralph_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..918dbef4b23795d377d86fc4c7eb8a08cefcbd33
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001870575_ralph_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001870778_opy_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001870778_opy_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4ec3df8916e373295ac2c2f0292ba0ad167f4e14
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001870778_opy_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to our certificate of incorporation to be in effect upon the completion of this offering; and common stock are to our Class A common stock and our common stock; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; founder shares are to shares of our common stock and the shares of our Class A common stock issued upon the conversion thereof; letter agreement refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our officers and directors; Oppenheimer are to Oppenheimer Holdings Inc., a Delaware corporation (NYSE: OPY) and its affiliates, but not the company or the sponsor; OPY I, we, us, our or the company are to OPY Acquisition Corp. I, a Delaware corporation; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a public stockholder shall only exist with respect to such public shares; specified future issuance are to any issuance by us of equity or equity-linked securities following this offering to raise additional capital to complete our initial business combination, which issuances may be made to Oppenheimer or its affiliates, including the sponsor; provided that no such securities will have rights to any funds held in the trust account established in connection with this offering; sponsor are to OPY Acquisition LLC I, a Delaware limited liability company and an affiliate of Oppenheimer; and warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), the private placement warrants and any warrants issued upon conversion of working capital loans. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise its option to purchase additional units and our sponsor will forfeit 375,000 founder shares. Table of Contents If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half (1/2) of one redeemable warrant(2) 11,500,000 $10.00 $115,000,000 $10,660.50 Shares of Class A common stock included as part of the units(3)(4) 11,500,000 (5) Redeemable warrants included as part of the units(3)(4) 5,750,000 (5) Redeemable warrants issued to underwriter 1,533,333 11.50 17,633,330 1,634.61 Total $132,633,330 $12,295.11(6)(7) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act. (2) Includes 1,500,000 units, which may be issued upon exercise of a 45-day option to purchase additional units granted to the underwriter. (3) Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) Maximum number of shares of Class A common stock and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriters described above. (5) No fee pursuant to Rule 457(g) under the Securities Act. (6) Paid herewith The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission (SEC), acting pursuant to said Section 8(a), may determine. Table of Contents Trademarks This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Table of Contents General We are a blank check company formed as a Delaware corporation on July 20, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction with one or more businesses, which we refer to throughout this prospectus as our initial business combination. Our efforts to identify a prospective target business will not be limited to any particular industry or geographic region, although, initially, we intend to pursue targets in the life sciences industry with a primary focus on novel therapeutics, medical devices or services that help improve healthcare outcomes, areas in which our management team, directors and advisors have extensive experience. We believe that the opportunity set of potential targets is significant, and we intend to focus on assets based in the US, Europe and Israel. We have not identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. Our Sponsor Our sponsor is controlled and managed by Oppenheimer Alternative Investment Management LLC, an affiliate of Oppenheimer & Co. Inc., a global full-service brokerage and investment bank. As of June 30, 2021, Oppenheimer provides services from 92 offices in 24 states located throughout the United States, offices in Tel Aviv, Israel, Hong Kong, China, London, England, St. Helier, Isle of Jersey, Munich, Germany and Geneva, Switzerland. Oppenheimer s core verticals include investment banking, equity research, sales & trading, asset management and wealth management. Since its inception, Oppenheimer has had a rich legacy in advising healthcare issuers and remains committed to servicing the financial and strategic needs of emerging growth and middle market healthcare clients. The healthcare team at Oppenheimer consists of financial services and healthcare industry veterans with decades of combined experience, as well as trained scientists and physicians. Having completed more than 250 transactions since January 1, 2017, Oppenheimer s healthcare team is among the most active underwriters and advisors on Wall Street. Oppenheimer has also established a premier special purpose acquisition corporation ( SPAC ) and private investment in public equity ( PIPE ) underwriting and advisory franchise. The firm has served as bookrunner on 15 SPAC initial public offerings ( IPOs ), advised on 16 SPAC combinations and served as placement agent on 12 related PIPEs for SPACs in connection with their initial business combinations. Oppenheimer has a strong network of relationships with academic and clinical research leaders, healthcare executives, entrepreneurs and prominent institutional investors. We intend to leverage the resources and relationships of Oppenheimer and our management team to generate an attractive transaction for our shareholders. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Our Team and Competitive Strengths We believe our management team s background, and Oppenheimer s unique sourcing infrastructure provide us with the ability to identify attractive transactions and target businesses. Our management team, sponsor and affiliates have extensive networks of contacts and corporate relationships that we believe will provide us with an important source of initial business combination opportunities. These networks have provided our management team, sponsor, and affiliates with deal flow that has resulted in numerous transactions. Our special advisor, Michael Margolis, brings more than 20 years of experience in healthcare investment banking along with an extensive network of healthcare company executives and buy side relationships. Oppenheimer brings a unique expertise in the healthcare space with significant transaction experience and wide coverage of both private and public healthcare companies. Jonathan Fassberg, Vice Chairman of Healthcare Investment Banking at Oppenheimer & Co. Inc., has been nominated to serve as a director. Combined with the resources of Oppenheimer s platform, we believe our management team and board will leverage these networks and relationships to source potential targets that can thrive as publicly-traded companies. We anticipate that various Table of Contents Explanatory Note This Registration Statement contains a prospectus relating to the initial public offering of units of OPY Acquisition Corp. I for $10.00 per unit, each unit consisting of one share of common stock and one-half of one redeemable warrant. This Registration Statement also contains a prospectus relating to the offer and sales of units of OPY Acquisition Corp. I in connection with certain market making transactions that may be effected by Oppenheimer & Co. Inc. in the secondary market for 30 days following the date of this prospectus. The complete prospectus relating to the initial public offering of our units (the IPO Prospectus ) follows immediately after this Explanatory Note. Following the IPO Prospectus are certain pages of the prospectus relating solely to such market making transactions (together with the remainder of the prospectus as modified as indicated below, the Market Making Prospectus ), including an alternate front cover page, an alternate table of contents and alternate sections entitled Summary The Offering, Use of Proceeds and Plan of Distribution. Each of such alternate pages has been marked Alternate Page for Market Making Prospectus. The Market Making Prospectus will not include the information in the sections of the IPO Prospectus entitled Risk Factors Our sponsor paid an aggregate of $25,000, or approximately $0.01 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our shares of common stock, Risk Factors The determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry, Dilution, Capitalization, and Underwriting (Conflict of Interest). All other sections of the IPO Prospectus are to be used in the Market Making Prospectus. Table of Contents unaffiliated sources, including family offices, investment market participants, private equity groups, investment banks, consultants, accounting and law firms and large business enterprises will bring acquisition candidates to our attention. Management Jonathan B. Siegel, our chairman and chief executive officer since June 2021, is a life sciences industry veteran with more than 21 years of experience investing and transacting in the healthcare sector. Mr. Siegel is the founder and chief executive officer of JBS Healthcare Ventures, a firm focused on developing cost effective solutions to improve healthcare outcomes, since its formation in 2017. Previously, he was a partner and healthcare sector head at Kingdon Capital Management, a New York City-based investment management company, from 2011 until 2017. Prior to joining Kingdon, Mr. Siegel was a healthcare portfolio manager at SAC Capital Advisors from 2005 until 2011; an associate director of pharmaceutical and specialty pharmaceutical research at Bear, Stearns & Co.; a pharmaceuticals research associate at Dresdner Kleinwort Wasserstein; and a consultant in the Life Sciences Division of Computer Sciences Corporation. Mr. Siegel has worked as a research associate at the Novartis Center for Immunobiology at Harvard Medical School where he published and presented at conferences in the field of Xenotransplantation and as a research assistant at Tufts University School of Medicine. He is also a director at Jaguar Health, Inc. since 2018 and Sol-Gel Technologies Ltd since September 2018, both Nasdaq listed companies, and has served on the board of advisors of Vitalis LLC, a private pharmaceutical company, since March 2019. Previously he served on the board of directors of Lumara Health, a private pharmaceutical company from September 2013 through October 2013 and was a board observer from November 2013 to November 2014. Mr. Siegel received a BS in Psychology from Tufts University in 1995 and an MBA from Columbia Business School in 1999. Daniel E. Geffken has served as our chief financial officer since July 2021. Mr. Geffken is a founder and Managing Director of Danforth Advisors, LLC, or Danforth, a strategic, financial and thought partner to public and private life science companies across all stages of the corporate life cycle. Since its founding in 2011, Danforth has consulted with more than 600 life science companies. Mr. Geffken brings more than 30 years of experience to his work for Danforth clients, ranging from start-ups to publicly traded companies with $1 billion+ market capitalizations. Mr. Geffken has been the Chief Financial Officer for Phoenix Biotech Acquisition Corp, a blank check company since June 2021. Mr. Geffken served as chief financial officer of Locust Walk Acquisition Corporation (Nasdaq: LWACU), a blank check company from October 2020 to the completion of its business combination with eFFECTOR Therapeutics, Inc. in August 2021, ProMIS Neurosciences (TSX: PMN.TO), a biotechnology company focused on the discovery and development of antibody therapeutics for neurodegenerative diseases, since March 2017, Eloxx Pharmaceuticals, Inc. (Nasdaq: ELOX), a biopharmaceutical company developing novel RNA-modulating drug candidates since November 2020, and is currently chief financial officer of or advisor to various life sciences companies including Prilenia Therapeutics Development Corp., Apic Bio Inc., Clear Creek Bio, Inc., Elicio Therapeutics Inc., Dermbiont, Inc. and Calcimedica Inc. Since 2013, he has participated in more than 14 initial public offering filings. He has assisted in raising more than $1 billion in debt and equity securities. Since 2019, Mr. Geffken has been a member of the board of directors of Windtree Therapeutics (Nasdaq: WINT), a biopharmaceutical company and, from May 2013 to October 2017, he was a member of the board of directors of Alcobra Ltd., a public biotechnology company that merged with Arcturus Therapeutics, Inc. (Nasdaq: ARCT). From November 2017 until May 2018, Mr. Geffken served on the board of directors of Arcturus. Mr. Geffken received his BS in Economics from The Wharton School, University of Pennsylvania, and an MBA from Harvard Business School. Michael A. Margolis, R.Ph., serves as our special advisor. Mr. Margolis joined Oppenheimer & Co. Inc. in 2017 and serves as senior managing director and head of life sciences investment banking. Michael also serves as co-head of healthcare investment banking. He has over two decades of investment banking experience in the life sciences sectors. Prior to joining Oppenheimer, he served as the head of healthcare investment banking at Roth Capital Partners, LLC and as a managing director at Merriman Holdings, Inc. (also known as Merriman Curhan Table of Contents The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors. Unless otherwise stated in this prospectus, or the context otherwise requires, references to this offering herein refer to our initial public offering. Listing of our securities and proposed symbols We anticipate the units and the shares of Class A common stock and the warrants, once they begin separate trading, will be listed on Nasdaq under the symbols , and , respectively. Each of the shares of Class A common stock and warrants may trade separately on the 52nd day after the date of this prospectus unless Oppenheimer & Co. Inc. has determined that an earlier date is acceptable (based upon, among other things, its assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, our securities in particular). In no event will Oppenheimer & Co. Inc. allow separate trading of the shares of Class A common stock and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of our initial public offering. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into separately trading shares of Class A common stock and warrants. We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of our initial public offering, which is anticipated to take place two business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if Oppenheimer & Co. Inc. has allowed separate trading of the shares of Class A common stock and warrants prior to the 52nd day after the date of this prospectus. Table of Contents SUBJECT TO COMPLETION, DATED OCTOBER 8, 2021 PRELIMINARY PROSPECTUS $100,000,000 OPY Acquisition Corp. I 10,000,000 Units OPY Acquisition Corp. I is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to focus our search for a target business in the healthcare industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants once the warrants become exercisable. We have also granted the underwriters a 45-day option to purchase up to an additional 1,500,000 units. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per share price described herein, payable in cash, subject to certain limitations. If we have not completed our initial business combination within 18 months from the closing of this offering, we will redeem 100% of the public shares at a per share price described herein, payable in cash, subject to applicable law and as further described herein. Our sponsor, OPY Acquisition LLC I, is an affiliate of Oppenheimer Holdings Inc., a NYSE-listed company as well as the underwriter of this offering, Oppenheimer & Co. Inc. Our sponsor has committed to purchase an aggregate of 2,034,000 warrants (2,134,000 warrants if the underwriter s over-allotment option is exercised in full) at a price of $1.50 per warrant for a total of $3,051,000 in the aggregate ($3,201,000 if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each private placement warrant entitles the holder thereof to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as described in this prospectus. Each private placement warrant will be identical to the warrants sold in this offering, subject to certain exceptions as described in this prospectus. As of the date of this prospectus, our sponsor holds 2,875,000 shares of common stock (up to 375,000 of which are subject to forfeiture depending on the extent to which the underwriter s option to purchase additional units is exercised). The shares of common stock will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. Prior to our initial business combination, holders of our common stock will have the right to elect all of our directors and may remove members of our board of directors for any reason. On any other matter submitted to a vote of our stockholders, holders of our common stock and holders of our Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. Prior to this offering, there has been no public market for our units, Class A common stock or warrants. We have applied to list our units on Nasdaq Global Market, or Nasdaq, under the symbol [ U] on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day), unless Oppenheimer & Co, Inc. informs us of their decision to allow earlier separate trading, subject to certain conditions. Once the securities constituting the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols [ ] and [ W], respectively. We are an emerging growth company and smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. Please see Risk Factors on page 38. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, before expenses, to us Per Share $ 10.00 $ $ 10.00 $ 100,000,000 $ $ 100,000,000 (1) In lieu of an underwriting discount and commission in cash, the underwriters will receive 1,333,333 warrants (1,533,333 warrants if the underwriter s over-allotment is exercised in full) to purchase shares of our common stock at a per share exercise price of $11.50. Does not include $0.35 per unit, or $3,500,000 (or up to $4,025,000 if the underwriter s over-allotment option is exercised in full) in the aggregate payable to the underwriters for advisory services relating to the initial business combination. The marketing fee will paid to the underwriters only on completion of an initial business combination, as described in this prospectus. See also Underwriting (Conflicts of Interest) for a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $101,000,000, or $116,150,000 if the underwriter s option to purchase additional units is exercised in full (at $10.00 per unit), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about [ ], 2021. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Joint Book-Running Managers Oppenheimer & Co. Lake Street The date of this prospectus is [ ], 2021 Table of Contents Ford Group Inc.) Before becoming an investment banker, Mr. Margolis worked at Novartis Pharmaceuticals Corporation in several roles, including as a director in the Global Business Development and Licensing group. He also served as an equity research analyst at Ursus Capital. He began his career at Eli Lilly & Company as a senior pharmaceutical representative. Mr. Margolis is a registered pharmacist and holds an MBA from New York University s Stern School of Business and a BS from Rutgers University, College of Pharmacy. Directors and Director Nominees David R. Epstein, an independent director, is an executive partner at Flagship Pioneering, a firm that builds first-in-category bioplatform companies, a role he has held since January 2017. Mr. Epstein has served as chairman of Axcella Health since January 2018, chairman of Rubius Therapeutics since January 2017 and chairman of Evelo Biosciences since October 2019. He has also served as a board member at Tarus Therapeutics since June 2020, Woosley Pharma since February 2020, Dynamics Special Purpose Corp since March 2021, Valo Health since July 2019, Three Opinions Foundation since 2018 and as chairman at South Florida s Pelican Harbor Seabird Station since 2020. From early 2010 to mid-2016 he served as a chief executive officer of Novartis Pharmaceuticals, a division of Novartis AG. Previously, Mr. Epstein founded and led Oncology and Molecular Diagnostics units at Novartis. Under his leadership Novartis oncology business grew to be the second largest in the world. Mr. Epstein has over 25 years of extensive drug development, deal execution, commercialization and leadership experience on global scale. Over the course of his career, he led the development and commercialization of over 30 new molecular entities, including major breakthroughs such as Glivec, Tasigna, Gilenya, Afinitor, Cosentyx and Entresto. His teams developed three Prix Galien award winners, and he has mentored several CEOs. FierceBiotech named Mr. Epstein as one of the 25 most influential people in biopharma. Early in his career, Mr. Epstein was an associate in strategy practice of consulting firm Booz Allen and Hamilton. Mr. Epstein holds a BS in Pharmacy from Rutgers University College of Pharmacy and an MBA in Finance and Marketing from Columbia University Graduate School of Business. Kim D. Blickenstaff, a director nominee, is the chairman of board of directors of Tandem Diabetes Care, Inc. ( Tandem Diabetes ), a medical device company that develops insulin pumps and other diabetes-related products, since March 2020 and was previously the executive chairman since March 2019. Mr. Blickenstaff has been a member of Tandem Diabetes board of directors since September 2007. From September 2007 to March 2020, Mr. Blickenstaff has also served as Tandem Diabetes president and chief executive officer. He also serves on the board of Nuvation Bio Inc. since August 2019. Mr. Blickenstaff served as chairman and chief executive officer of Biosite Inc., a provider of medical diagnostic products, from 1988 until its acquisition by Inverness Medical Innovations in June 2007. From 2005 to 2016, Kim served as a director of Medivation, Inc., a biotechnology company, until its acquisition by Pfizer, and as a director of DexCom Inc., a provider of continuous glucose monitoring systems, from June 2001 to September 2007. Kim was formerly a certified public accountant and has more than 20 years of experience overseeing the preparation of financial statements. He holds a BA in Political Science from Loyola University, Chicago, and an MBA from the Graduate School of Business, Loyola University, Chicago. Jonathan B. Fassberg, a director nominee, is vice chairman of healthcare investment banking at Oppenheimer & Co. Inc., where he utilizes his deep experience and extensive contacts across the healthcare spectrum to enhance Oppenheimer s presence in the sector. Previously, Mr. Fassberg founded The Trout Group, an investor relations firm in the life sciences industry, where he served as chief executive officer from 1996 to 2021. Prior to founding Trout in 1996, Mr. Fassberg was a sell-side analyst at a healthcare-focused investment bank. Before his career on Wall Street, Mr. Fassberg spent four years at DuPont Pharma in various sales and marketing positions. Mr. Fassberg holds a BS in biology and chemistry from The University of North Carolina Chapel Hill and an MBA in finance from New York University s Stern School of Business. Barbara L. Weber, M.D., a director nominee, is president and CEO of Tango Therapeutics, a biotechnology company she co-founded as a venture partner at Third Rock Ventures ( TRV ) and launched in 2017. Tango (Nasdaq: TNGX) Table of Contents Terms of Warrants Exercisability Each whole redeemable warrant entitles the holder thereof to purchase one whole share of Class A common stock. Every two units entitles the holder thereof to receive one warrant. Exercise price We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC, and within 60 business days following our initial business combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided that, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. Exercise period The warrants will become exercisable 30 days after the consummation of an initial business combination. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption. Redemption We may redeem the outstanding warrants, in whole and not in part, at a price of $0.01 per warrant: at any time after the warrants become exercisable; upon a minimum of 30 days prior written notice of redemption; if, and only if, the last sales price of our Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending three business days before we send the notice of redemption, and if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of our Table of Contents merged with BCTG Acquisition Corp., a special purpose acquisition corporation in August 2021. Dr. Weber is a board-certified medical oncologist with a strong academic track record in cancer genetics and more than 15 years of experience in pharmaceutical drug discovery and development, leading the early development groups for GSK and then Novartis Oncology (development candidate selection to phase III). In her role at TRV, in addition to creating Tango, she was interim chief medical officer for the first 18 months for Neon Therapeutics and led the TRV team building Relay Therapeutics from early seed stage into public launch. Dr. Weber is a member of the board of directors of Revolution Medicines and Fog Pharma. Prior to joining TRV, she was Senior Vice President and Global Head, Oncology Translational Medicine at Novartis from 2009 to 2015 and Vice President, Oncology Discovery and Translational Medicine at GlaxoSmithKline from 2005 to 2009. Prior to joining the pharmaceutical industry, Dr. Weber was a professor of medicine and genetics at the University of Pennsylvania, leading a clinical and translational research program in cancer genetics. She is an elected member of the American Association of Physicians and the American Society for Clinical Investigation, of which she served as president in 2005 and she has served on the board of directors of both the American Society of Clinical Oncology ( ASCO ) and the American Association for Cancer Research (AACR). Dr. Weber holds a BS in Chemistry and an M.D. from the University of Washington School of Medicine and completed her residency in internal medicine at Yale University. Dr. Weber also completed a fellowship in medical oncology at the Dana-Farber Cancer Institute. Notwithstanding the foregoing, past performance by our management team, directors, special advisor, sponsor and Oppenheimer is not a guarantee either (i) that we will be able to locate a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of the performance of our management team, directors, special advisor, sponsor or Oppenheimer, or businesses associated with them, as indicative of our future performance or the returns we will, or are likely to generate going forward. Industry Opportunity The healthcare industry has experienced explosive growth in recent years fueled by a growing world-wide population burdened with chronic conditions that have resulted in loss of productivity and generated high societal costs as measured by both direct and indirect spending. The Centers for Medicare and Medicaid Services ( CMMS ) estimate that U.S. health care spending grew 4.6% in 2019 to $3.8 trillion, or $11,582 per person, accounting for 17.7% of the nation s Gross Domestic Product ( GDP ). The Office of the Actuary in the CMMS projects 2025 U.S. healthcare spend to be approximately $5.55 trillion or 19.9% of GDP. According to IQVIA, the total global medicine market is expected to grow to approximately $1.6 trillion by 2025 at a 3-6% compound annual growth rate ( CAGR ) through 2025. IQVIA expects the U.S. market on an invoice level to grow 2-5% over the next five years to $621 billion. On a net price basis, it is forecasted to grow at a 2-5% CAGR to $399 billion over the next five years as loss of exclusivity and increased penetration of biosimilars will be offset by an average of 54-63 new active substance launches per year, totaling 290-315 from 2021-2025. Globally, oncology and immunology are expected to grow faster with a forecasted 9-12% CAGR. An accelerated understanding of CNS diseases, as well as the maturity of new biologic modalities beyond traditional small molecules and simple proteins, are expected to accelerate such growth. In addition, the ability to make genetic changes to human cells both in vitro and in vivo will be a further accelerator of new business opportunity and product launches. IQVIA estimates that by 2025, developed markets specialty medicine spending will approach 60% as compared to 47% in 2020. Clinical trial activity during 2020 continued at historically high levels especially in oncology despite significant disruption and reprioritization toward COVID-19 vaccines and therapeutics. According to IQVIA, research and development expenditures into clinical development have reached record levels in the healthcare space with venture capital inflows increasing by 50% over 2019 levels. Table of Contents Class A common stock may fall below the $18.00 trigger price, as well as the $11.50 warrant exercise price after the redemption notice is issued. The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value by (y) the fair market value. The fair market value shall mean the average reported last sale price of the shares of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a cashless basis will depend on a variety of factors including the price of our shares of Class A common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances. Offering proceeds to be held in trust $101,000,000 of the net proceeds of our initial public offering (or $116,150,000 if the over-allotment option is exercised in full), or $10.10 per unit sold to the public in our initial public offering (regardless of whether or not the over-allotment option is exercised in full or part) will be placed in a trust account at Morgan Stanley, maintained by Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus. Of the $3,051,000 we will receive from the sale of the private placement warrants ($3,201,000 if the underwriters over-allotment option is exercised in full), $586,000 will be used for offering expenses and $1,465,000 will be used for working capital, such amount not be held in the trust account. Except as set forth below, the proceeds in the trust account will not be released until the earlier of: (1) the completion of an initial business combination within the required time period and (2) our redemption of 100% of the outstanding public shares if we have not completed a business combination in the required time period. Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for Table of Contents According to the USA Life Sciences Database, over 17,000 life science companies are in existence in the United States with nearly 8,500 in our target sub-sectors. With approximately 1,800 public healthcare companies in the United States, we believe there is significant opportunity for new public entities that can efficiently use public equity markets to support growth and a lower cost of capital to fund development and commercialization. With PitchBook Data reporting nearly $30 billion raised in private markets from 420 companies from 2020 through the first quarter of 2021, we believe a large segment of these entities will look for both traditional (IPO) and non-traditional (i.e. SPACs/Reverse Mergers) opportunities to become publicly traded companies in the near term. Investment Criteria We may acquire a business in any industry. Our focus will be on the healthcare and healthcare related industries in the North America, Europe and Israel. We believe the healthcare industry, particularly the life sciences, medical technology and healthcare services sectors, are attractive and will present opportunities to create shareholder value. We have identified the following general criteria and guidelines that we believe are important in evaluating the potential success of prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines if our team believes there is a strong opportunity for value creation. These investment criteria include: Address significant unmet medical need. Developing differentiated products or services that address unmet medical needs and therefore represent significant growth opportunities serving the markets in which they operate. In addition, the ability to efficiently sell into these markets is a key consideration. Propriety technology. Strong competitive position through the development of proprietary technology, intellectual property and know-how to allow the realization of a target company s full value potential. Scalable platform. A technology or process that can be leveraged to pursue multiple value creating opportunities, providing the opportunity for sustainable long-term pipeline and business growth. Compelling data or real world outcomes. Strong data suggesting the target s products or services can provide clinically meaningful benefit to patients. Near-to mid-term value creating catalysts. Meaningful milestones that will drive value appreciation for shareholders following a business combination. Ability to drive growth with additional capital. Benefits from access to the capital markets and has the ability leverage a public currency to grow organically or through acquisitions. Favorable financial profile. Focus on opportunities with attractive risk adjusted returns based on measurable metrics including total addressable markets, discounted cash flow, and probabilities of success. Strong management team. Public-ready, seasoned management team with proven ability to operate and grow companies. Biotechnology requires a set of skills, integrated across a leadership team that is highly functioning and able to pivot in the face of new scientific data or changes in market dynamics. These criteria are not intended to be exhaustive. Our board of directors may base its evaluation of the merits of a particular initial business combination, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our board of directors considers relevant. When we enter into our initial Table of Contents any expenses related to our initial public offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business. Notwithstanding the foregoing, there can be released to us, from time to time, from the trust account any interest earned on the funds in the trust account that we need to pay our income or other tax obligations. With this exception, expenses incurred by us may be paid prior to a business combination only from the net proceeds of our initial public offering not held in the trust account of approximately $1,465,0000. Additionally, in order to meet our working capital needs following the consummation of our initial public offering if the funds not held in the trust account are insufficient, our sponsor, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would be paid upon consummation of our initial business combination, without interest. If we do not complete a business combination, the loans will only be repaid with funds not held in the trust account, to the extent available. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made by us to our sponsor, officers or directors or our or any of their respective affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination: repayment of an aggregate of up to $205,000 in loans made to us by an affiliate of our sponsor to cover offering-related and organizational expenses; payment to an affiliate of our sponsor of a total of up to $10,000 per month, for up to 18 months, for office space, administrative and support services; reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; issuance of the underwriter s warrants to the underwriters in lieu of a cash underwriting fee; payment to Oppenheimer of fees for any financial advisory, placement agency or other similar investment banking services provided by it to our company, and reimbursement of Oppenheimer for any out-of-pocket expenses incurred by Oppenheimer in connection with the performance of such services; and Table of Contents business combination, we will disclose the above criteria that the target business meets and those that it does not meet, as well as the other criteria and considerations that were material to our board of directors decision to approve the transaction, in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, speaking to counsel, auditors, customers and suppliers of the target business, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We are not prohibited from pursuing an initial business combination with a company that is affiliated or has a business relationship with Oppenheimer, our sponsor or our officers or directors. While Oppenheimer does not currently control a company that would be a target for our business combination, in the event we seek to complete our initial business combination with a company that is affiliated with Oppenheimer, our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm or other independent valuation or appraisal firm that regularly renders valuation opinions, that such initial business combination is fair to our unaffiliated stockholders from a financial point of view. In the event we seek to complete our initial business combination with a company that has one or more business relationships with Oppenheimer, our sponsor, officers or directors, we will disclose the nature of such relationship(s). Members of our management team will own beneficially our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business for our initial business combination. Employees of Oppenheimer, some of whom provide investment banking services to us, may also own beneficially or have an indirect economic interest in our securities. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Our management team and Oppenheimer are from time to time made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions with respect to a business combination transaction. Please see Proposed Business Sourcing of Potential Business Combination Targets for additional information regarding limitations on our access to investment opportunities sourced by Oppenheimer. Additionally, we have not, nor has anyone on our behalf, taken any substantive measures to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. As described in Proposed Business Sourcing of Potential Business Combination Targets and Management Differing Interests, each of our officers and directors presently has, and any of them in the future may have, additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities at the same time as or prior to offering such opportunity to us. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that could be suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities simultaneously with or prior presenting it to us, and may only present it to us if such entities reject the opportunity and he or she thereafter determines to present the opportunity to us (including as described in Proposed Business Sourcing of Potential Business Table of Contents repayment of loans which may be made by our sponsor, an affiliate of our sponsor or our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $2,000,000 of such loans made to us may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The underwriters will not receive any additional warrants in the event of such conversion of the loans into warrants. We may fund these payments using the net proceeds of this offering and the sale of the private placement warrants not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that we made to our sponsor, officers or directors or our or any of their respective affiliates. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.10 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the fee we will pay to the underwriter pursuant to the business combination marketing agreement. See the section entitled Underwriting (Conflicts of Interest) Business Combination Marketing Agreement. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either: (1) in connection with a stockholder meeting called to approve the business combination; or Table of Contents Combination Targets ). Further, our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and we are legally and contractually permitted to undertake such opportunity, and such opportunity would otherwise be reasonable for us to pursue. While Oppenheimer will not have any duty to offer acquisition opportunities to us, Oppenheimer may become aware of a potential transaction that may be an attractive opportunity for us, which it may or may not decide to share with us. Oppenheimer is a worldwide, full-service investment banking, broker-dealer, asset management and financial services organization and a major participant in global financial markets. As such, Oppenheimer provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high net-worth individuals. Oppenheimer acts as an investment banker, research provider, investment adviser, financier, adviser, market maker, prime broker, derivatives dealer, lender, counterparty, agent, principal and investor. In those and other capacities, Oppenheimer advises clients in all major markets and purchases, sells, holds and recommends a broad array of investments, including securities, derivatives, loans, commodities, currencies, credit default swaps, indices, baskets and other financial instruments and products for its own account and for the accounts of clients, through client accounts and the relationships and products it sponsors, manages and advises. Additionally, investors should expect that we will engage Oppenheimer for services as a financial advisor in connection with identifying and investigating potential targets for and negotiating our business combination and raising any additional capital that we require to consummate such transaction. Oppenheimer may face decisions that arise from Oppenheimer s sponsorship of our company, its provision of services both to us (including as a financial advisor) and to third-party clients, as well as from actions undertaken by Oppenheimer for its own account. In performing services for other clients and when acting for its own account, Oppenheimer may take commercial steps that have an adverse effect on us. Any of Oppenheimer s financial market activities may, individually or in the aggregate, have an adverse effect on us, and the interests of Oppenheimer or its clients or counterparties may at times be adverse to ours. Please see Proposed Business Certain Potential Conflicts of Interest Relating to Oppenheimer for additional information regarding certain potential conflicts of interest relating to Oppenheimer. We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors, or Oppenheimer, or policies applicable to Oppenheimer, will materially affect our ability to complete our initial business combination. Initial Business Combination Nasdaq rules require that an initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, taxes payable on interest earned on the funds on deposit and excluding the amount of any fee payable pursuant to the Business Combination Marketing Agreement) at the time of the agreement to enter into such initial business combination. We refer to this as the 80% of net assets test. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or from an independent accounting firm or other independent valuation or appraisal firm that commonly renders valuation opinions, with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target s assets or prospects or if there is a conflict of interest. Table of Contents (2) by means of a tender offer. Except as required by applicable law or stock exchange rules, the decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by applicable law or stock exchange listing requirement or we choose to seek stockholder approval for business or other reasons If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. offer and not complete such initial business combination, and we instead may search for an alternate business combination (including, potentially, with the same target). If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. Table of Contents We anticipate structuring our initial business combination so that we will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that we own or acquire less than 100% of such interests or assets in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or as an investment adviser under the Investment Advisers Act of 1940, as amended. If we own or acquire 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination, or both. As a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If we own or acquire less than 100% of the outstanding equity interests or assets of a target business or businesses, we will value only the portion of such business or businesses that we own or acquire for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the equity interests or assets of all of the businesses that we acquire. Our amended and restated certificate of incorporation will require the affirmative vote of a majority of our board of directors, which must include a majority of our independent directors and the two director designees of our sponsor, to approve our initial business combination. The net proceeds of this offering and the sale of the private placement warrants released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction business, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies, or for working capital. In addition, we may be required to obtain additional financing in connection with the closing of our initial business combination to be used following the closing for general corporate purposes as described above. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsor, officers, directors or any of their affiliates is required to provide any financing to us in connection with or after our initial business combination. Corporate Information Our executive offices are located at 85 Broad Street, New York, New York 10004 and our telephone number is (212) 668-8000. Upon completion of this offering, our corporate website address will be www.opyacquisitioncorp.com. Table of Contents We expect that a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time through the SEC s EDGAR system, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of our Class A common stock that are voted at the shareholders meeting at which a quorum is present are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our sponsor, officers and directors will count towards this quorum and have agreed to vote any founder shares and any public shares held by them in favor of our initial business combination. We expect that at the time of any stockholder vote relating to our initial business combination, our sponsor and its permitted transferees will own at least 20% of our outstanding shares of Class A common stock entitled to vote thereon. As a result, in addition to our sponsor founder shares, we would need 3,750,001, or 37.5% (assuming all issued and outstanding shares are voted and the option to purchase additional units is not exercised), or 625,000, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the option to purchase additional units is not exercised), of the 10,000,000 public shares sold in this offering to be voted in favor of a transaction, in order to have such initial business combination approved. These quorums and voting thresholds and agreements may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions. Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for working capital or other general corporate purposes; or (3) the retention of cash to satisfy other Table of Contents Our website and the information contained on, or that can be accessed through, the website is not incorporated by reference in, or considered part of, this prospectus or the registration statement of which this prospectus forms a part. You should not rely on any such information in making your decision whether to invest in our securities. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the U.S. Securities and Exchange Commission ( SEC ) to register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are a large accelerated filer, which means the market value of our common stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. Table of Contents conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination on such terms or redeem any shares, all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination or seek to revise the terms of such business combination. Our sponsor, officers and directors have agreed that we will have only 18 months from the closing of this offering to complete our initial business combination. If we have not completed our initial business combination within such 18-month period or during any Extension Period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within such period. The underwriter will not receive any of the marketing fee pursuant to the business combination marketing agreement that is held in the trust account in the event we do not complete our initial business combination. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 18 months from the closing of this offering, or during any Extension Period. However, if our sponsor or any of our officers, directors or any of their respective affiliates then hold any public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares. Table of Contents The Offering In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001871149_real-good_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001871149_real-good_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a4cee67787ac5d158825f6faed37e90dd82a2697
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001871149_real-good_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our Class A common stock, you should carefully read this entire prospectus, including our audited financial statements and related notes and the information set forth under the sections entitled Risk Factors, Unaudited Pro Forma Combined Financial Data, and Management s Discussion and Analysis of Financial Condition and Results of Operations, in each case included in this prospectus. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. For additional information, refer to the section entitled Cautionary Note Regarding Forward-Looking Statements. Overview Real Food You Feel Good About Eating Real Good Foods is an innovative, high-growth, branded, health- and wellness-focused frozen food company. We develop, market, and manufacture delicious and convenient comfort foods designed to be high in protein, low in sugar, and made from gluten- and grain-free ingredients that are intended to be sold in the health and wellness ( H&W ) segment of the frozen food category. Our brand commitment, Real Food You Feel Good About Eating, represents our strong belief that, by eating our food, consumers can enjoy more of their favorite foods and, by doing so, live better lives as part of a healthier lifestyle. We are a mission-focused company. Our mission is to make our craveable, nutritious comfort foods accessible to everyone across the United States and, eventually, throughout the world. Our mission is important to us because we believe an increasing number of consumers are seeking to make healthier food choices, yet face limited options when it comes to the convenience of products found in the frozen food aisle. These consumers include the U.S. population seeking to reduce sugar in their diets, the U.S. population seeking to reduce their carbohydrate intake, the 13% of the U.S. adult population suffering from the health effects of diabetes, the 34.5% of the U.S. adult population with prediabetes, and the 42% of the adult U.S. population suffering from obesity. We believe our products provide alternatives for these consumers, and also have broad appeal due to our uncompromising approach to developing products suited to a wide range of consumer tastes and diet preferences. We believe the nutritional content and quality of our products position us to compete directly within the $170 billion U.S. H&W industry, which includes natural, specialty, and wellness food products. Since our inception, we have focused on creating H&W products for the frozen food aisle, where we believe H&W brands are underrepresented compared to other categories. We also believe H&W branded products with our macronutrient composition are similarly underrepresented within the frozen food category. We compete in multiple large subcategories within the U.S. frozen food category, including frozen entr e and breakfast, which we consider our two core, strategic growth subcategories. According to SPINS information, during the year ended December 27, 2020, the two core subcategories in which we operate comprised 48% of the approximately $58 billion U.S. frozen food category excluding frozen and refrigerated meat. Currently, we sell comfort foods such as our bacon wrapped stuffed chicken, chicken enchiladas, grain-free cheesy bread breakfast sandwiches, and various entr e bowls. Based on consumer feedback, we also believe our brand has permission to extend into multiple adjacent food categories within and outside of frozen. All of our products are prepared with proprietary ingredient systems that allow us to provide consumers with delicious meals that are designed to be high in protein, low in sugar, and made with gluten- and grain-free ingredients. Our base ingredient systems, which include (i) chicken and parmesan cheese, and (ii) plant-based proteins and fibers, are composed of simple ingredients to which our consumers are accustomed. We believe these ingredient systems are critical to our success because they are a large part of what makes our products craveable while allowing us to capture the macronutrient ratios favored by H&W consumers. To support these ingredient systems, we source widely available, nutritious ingredients from a network of suppliers with whom we have strong relationships. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 1, 2021 PRELIMINARY PROSPECTUS 5,333,333 Shares The Real Good Food Company, Inc. Class A Common Stock This is an initial public offering of shares of Class A common stock of The Real Good Food Company, Inc. We are offering shares of our Class A common stock, and the selling stockholder identified in this prospectus, who is an affiliate, is offering shares of our Class A common stock pursuant to the underwriters option to purchase additional shares. We will not receive any proceeds from the sale of shares of our Class A common stock by the selling stockholder. Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price is expected to be between $14.00 and $16.00 per share. We have applied to list our Class A common stock on the Nasdaq Global Market under the symbol RGF. Following the consummation of this offering, we will have two classes of authorized common stock. The Class A common stock and the Class B common stock will have one vote per share. The Class A common stock will represent 100% of the economic interest in The Real Good Food Company, Inc. and the Class B common stock will represent no economic interest in The Real Good Food Company, Inc. Upon the consummation of this offering, we intend to use the net proceeds to purchase newly issued Class A units of Real Good Foods, LLC (the Class A Units ). We will also become the sole managing member of Real Good Foods, LLC and, although we will have a minority economic interest in Real Good Foods, LLC, we will operate and control all of its business and affairs and will have sole voting interest in, and control the management of, Real Good Foods, LLC. The members of Real Good Foods, LLC will hold 19,015,825 Class B Units of Real Good Foods, LLC (the Class B Units ), representing 76% economic interest in Real Good Foods, LLC and no voting interest, along with an equivalent number of shares of Class B common stock of The Real Good Food Company, Inc. Immediately following the completion of this offering, the members of Real Good Foods, LLC holding Class B common stock may exchange their Class B Units and cancel an equivalent amount of their shares of Class B common stock for newly issued shares of our Class A common stock or, at our option, redeem such Class B Units for cash. Following the completion of this offering, holders of our Class A common stock will hold approximately 24% of our voting interest, and holders of our Class B common stock will hold approximately 76% of our voting interest. We are an emerging growth company, and a smaller reporting company, as defined under U.S. federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. Investing in our Class A common stock involves a high degree of risk. Please read the section entitled Risk Factors beginning on page 23 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PER SHARE TOTAL Initial Public Offering Price $ $ Underwriting Discounts and Commissions(1) $ $ Proceeds to The Real Good Food Company, Inc., before expenses $ $ Proceeds to the selling stockholder, before expenses $ $ (1) For additional information regarding underwriting discounts and commissions and estimated offering expenses, refer to the section entitled Underwriting. Delivery of the shares of Class A common stock is expected to be made on or about , 2021. We and the selling stockholder have granted the underwriters an option for a period of 30 days to purchase an additional 800,000 shares of our Class A common stock, of which 333,333 shares would first be sold by the selling stockholder and then 466,667 shares would be issued and sold by us. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $ , the total proceeds to us, before expenses, will be $ , the total underwriting discounts and commissions payable by the selling stockholder will be $ , and the total proceeds to the selling stockholder, before expenses, will be $ . Joint Book-Running Managers Jefferies William Blair Truist Securities Nomura Prospectus dated , 2021 Table of Contents Through and including , 2021 (the 25th day after the date of this prospectus), all dealers that buy, sell, or trade in our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Neither we, the selling stockholder, nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we, the selling stockholder, nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our Class A common stock. Our business, operating results, financial condition, and prospects may have changes since such dates. For investors outside of the United States: Neither we, the selling stockholder, nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States. Table of Contents Historically, we have sold substantially all of our products under our Realgood Foods Co. brand. We also sell a limited number of private label products to select retail customers. Our branded products are sold to consumers through an increasing number of locations within retail channels, primarily in natural and conventional grocery, drug, club, and mass merchandise stores, including Walmart, Kroger, and Costco. During the 12 weeks ended June 13, 2021, our branded products had an average of approximately 170 thousand total distribution points across the United States, including Washington, DC and the Commonwealth of Puerto Rico. The term total distribution points is calculated as the sum of the number of stores selling each branded stock keeping unit ( SKU ). For perspective, leading H&W brands within the frozen food category achieved total distribution points in excess of 930 thousand during the same period. We expect to increase our retail distribution footprint by establishing new customer relationships, increasing sales of our products to our existing customers by driving incremental frozen food aisle sales, and continuing to grow awareness and demand for our brand and product offerings. We also believe there is an opportunity to leverage our engaged online consumer base to grow our e-commerce sales, which includes click-and-collect purchases by our consumers through our retail customers and, to a limited extent, direct-to-consumer sales through our website and third-party websites. Our Strategic Advantages We believe we are positioned to become a leading H&W brand within the frozen food category. Our strategic advantages are rooted in our mission-focused approach, craveable products, large and engaged consumer community, innovative product development process, self-manufacturing capabilities, product positioning within our category, and management expertise. We are a Mission-Focused Company The purpose of our company is to fulfill our mission of making craveable, nutritious H&W foods accessible to consumers while taking an uncompromising approach to the creation of products that are delicious, convenient, and have broad appeal. We hope to create products that allow consumers to enjoy more of their favorite foods and, by doing so, Iive better lives as part of a healthier lifestyle. Significant portions of the U.S. population are seeking to make healthier lifestyle choices, which often starts with making better food choices. Our H&W-focused products are designed to address the needs of this large and growing population, while providing the convenience associated with frozen food products. Our mission drives our management team and employees every day and is foundational to our business. We believe we are well-positioned to accomplish our mission due to the taste and macronutrient ratios associated with our products, our innovative approach to product development, and our highly engaged consumer community. Our Craveable Products Have Broad Appeal We are uncompromising on taste in our approach to product development, which we believe helps consumers meet their preferences for increasing protein intake while reducing their intake of carbohydrates, sugar, grain, and gluten. Our entr es, bowls, breakfast sandwiches, enchiladas, and other products are delicious while maintaining macronutrient ratios that are difficult to find within the frozen food category, even among other H&W brands. The following sets forth the carbohydrate and protein content of our products in comparison to our competitors products: CARBOHYDRATES PROTEIN COMPANY PRODUCT GRAMS IN EACH SERVING OF OUR PRODUCT GRAMS IN EACH SERVING OF COMPETITOR PRODUCT GRAMS IN EACH SERVING OF OUR PRODUCT GRAMS IN EACH SERVING OF COMPETITOR PRODUCT Bacon Wrapped Stuffed Chicken 3 16 32 20 Chicken Enchiladas 4 36 20 21 Breakfast Sandwich 4 29 18-20 13 Lasagna Entr e Bowl 11 40 32 16 Table of Contents Table of Contents BASIS OF PRESENTATION Unless the context otherwise requires, we use the terms Real Good Foods, the Company, we, us, and our in this prospectus to refer to Real Good Foods, LLC and The Real Good Food Company, Inc. on a consolidated basis, RGF, Inc. to refer to The Real Good Food Company, Inc., RGF, LLC to refer to Real Good Foods, LLC, selling stockholder refers to the selling stockholder named in this prospectus, and the term our Class A common stock to refer to RGF, Inc. s Class A common stock offered in this prospectus. RGF, Inc. was incorporated as a Delaware corporation on June 2, 2021, under the name Project Clean, Inc., to serve as the issuer of our Class A common stock offered in this offering. Project Clean, Inc. changed its name to The Real Good Food Company, Inc. on October 7, 2021. The Real Good Food Company LLC was formed in the State of California on February 3, 2016. The Real Good Food Company LLC will convert from a California limited liability company to a Delaware limited liability company, and change its name to Real Good Foods, LLC, immediately prior to the reorganization transactions. Prior to the consummation of this offering and the reorganization transactions described in the section entitled The Reorganization (the Reorganization ), RGF, LLC was owned entirely by its members (the Members ) and operated its business through itself and no other entities. For a discussion regarding the impact of the Reorganization on our liquidity, please refer to the section entitled Management s Discussion and Analysis of Financial Condition Liquidity and Capital Resources. Following the Reorganization, RGF, Inc. will be a holding company and the sole managing member of RGF, LLC, which will continue to operate the Company s business. Upon the consummation of this offering and the application of the net proceeds therefrom, RGF, Inc. s principal asset will be Class A Units of RGF, LLC. For financial reporting purposes, RGF, LLC is the predecessor of RGF, Inc. RGF, Inc. will be the financial reporting entity following this offering. Accordingly, this prospectus contains the following historical audited financial statements: RGF, Inc. Other than the inception balance sheet, dated as of June 2, 2021 and June 30, 2021, historical financial information of RGF, Inc. has not been included in this prospectus since it is a newly incorporated entity, has no business transactions or activities to date, and was not in existence as of December 31, 2020, and thus had no assets or liabilities during the periods presented in this prospectus. RGF, LLC. Because RGF, Inc. will have no other interests, assets, or operations other than indirectly as a result of its control of RGF, LLC and ownership of Class A Units thereof, the historical audited financial information included in this prospectus is that of RGF, LLC. Pursuant to the Reorganization, RGF, Inc. will enter into (i) a tax receivable agreement (the Tax Receivable Agreement ) with RGF, LLC and the Members, other than certain Fidelity investment funds receiving Class B Units pursuant to the conversion of convertible notes of RGF, LLC (all Fidelity investment funds holding convertible notes of RGF, LLC, collectively, the Fidelity Investors ), and (ii) a registration rights agreement with the Members other than the Fidelity Investors regarding the terms and conditions upon which shares of Class A common stock issued to such Members upon the exchange of their Class B Units would be registered for future sale. Although the actual timing and amount of any payments that we make to the Members under the tax receivable agreement will vary, we expect those payments will be substantial. These payments confer significant benefits to the Members and will reduce cash provided by tax savings that would otherwise have been available to us to fund our operations and service our debt obligations. For additional information, refer to the section entitled Management s Discussion and Analysis Liquidity Tax Receivable Agreement. The unaudited pro forma financial information of the Company presented in this prospectus has been derived from the application of pro forma adjustments to our historical audited financial statements included elsewhere in this prospectus. These pro forma adjustments give effect to the Reorganization. Where applicable, certain other information within this prospectus, including the information within the section entitled Dilution, presents financial and capitalization information after giving effect to the issuance of our Class A common stock issuable upon the exchange of Class B Units held by the Members, including the Fidelity Investors. The pro forma financial information is also based on an assumed initial public offering price of $15.00 per share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus, as if all such transactions had occurred on January 1, 2020 in the case of the unaudited pro forma combined statement of income, and as of June 30, 2021, in the case of the unaudited pro forma combined balance sheet. Table of Contents Our insistence on preserving taste while offering Real Food You Feel Good About Eating led us to invent our innovative base ingredient systems. While our base ingredient systems are composed of simple ingredients to which our consumers are accustomed, we use these ingredients in unique ways to mimic recipe components that are satiating, but typically higher in carbohydrates and lower in protein. These base ingredient systems are made of: (i) chicken and parmesan cheese, and (ii) plant-based protein and fibers. For example, we use thin, round slices of our innovative chicken and cheese tortillas within our enchiladas and use this same ingredient system to make our Italian-themed pastas. We also use cauliflower and almond flour to create the cheesy, grain-free buns used in our breakfast sandwiches. These base ingredient systems are a key component of our ability to create products with broad appeal without losing the attention of the H&W consumer base we target. Our Large Social Media Community is Highly Engaged We have one of the largest social media followings of any brand within the frozen food category today, with approximately 365 thousand followers on Instagram and 500 thousand subscribers across all digital platforms as of June 30, 2021. For comparison, we have more Instagram followers than: (i) all Nestle brands within the U.S. frozen food category combined (Sweet Earth, Outsiders, DiGiorno, Jack s, CPK frozen, Tombstone, Wild Scape, Hot Pockets, and Lean Cuisine), (ii) all Conagra brands within the frozen food category combined (Udi s, EVOL, Gardein, Healthy Choice, Bertolli, Glutino, Marie Callender s, Blake s, and Alexia), and (iii) the top seven H&W brands within the frozen food category combined in sales as of the 52 weeks ended May 16, 2021 (Amy s Kitchen, Applegate Farms, California Pizza Kitchen, InnovAsian Cuisine, Aidells, Michael Angelos, and Perdue). More importantly, we believe we have high engagement with our consumers relative to our peers; our average number of comments per post on Instagram exceeds any of the top seven H&W brands in our category by five times. We believe our ability to quickly build this robust community is due not only to our revolutionary products, but also to our modern approach to marketing. Instead of investing heavily in traditional marketing and advertising spend, we instead began building our brand by engaging our consumers and potential consumers in direct, authentic conversations through social media, SMS text, e-mail, and our website, and indirectly through influencers. Through this approach to community engagement, we are able to build brand trust and, in turn, loyalty, which efficiently draws new consumers to our brand, provides a forum for real-time feedback, and allows us to understand our diverse population of consumers more deeply. We also believe our extensive community engagement resonates with our retail customers, leading to additional shelf space and distribution points for our products. Our management team is passionate in its belief that our modern approach to engaging and building our community has been, and will continue to be, critical to our brand success. We Have an Innovative Product-Development Process We have launched most of our products in fewer than six months, and our consumer community is instrumental in our approach to product development. After our marketing team conceives of and formulates our product prototypes, we send them for in-home usage tests through what we refer to as RGF Labs, which is a targeted and diverse invitation-only subset of our consumer community. We receive feedback from RGF Labs more quickly than we would through traditional product testing, and we are confident that the insights it provides are more helpful than those provided by focus groups or consumer polling. Because we leverage this feedback to improve our prototypes prior to distributing our products, RGF Labs enables us to introduce new products with higher confidence of market acceptance. In addition, following a trial with RGF Labs, and prior to distribution within retail channels, we introduce our products directly to consumers on our website. This process provides us another opportunity to marry our products to our consumers preferences, as our most avid consumers engage with our products through this channel and provide additional feedback. This disciplined approach to product development has resulted in a market acceptance rate higher than industry standard by the time our new products arrive in retail channels. As a result, we believe our concept-to-shelf product innovation is often more efficient and successful compared to conventional brands within our category. Our Self-Manufacturing Capabilities Are a Strategic Advantage The manufacture of our products requires a specialized process and purpose-built equipment to help ensure they have the macronutrient composition we strive to achieve while maintaining taste. Entering into agreements to operate our manufacturing facility located in City of Industry, California ( City of Industry Facility ) during the three months ended March 31, 2021 enabled us to self-manufacture more than 70% of Table of Contents Table of Contents INDUSTRY AND MARKET DATA This prospectus contains statistical data, estimates, and forecasts that are based on various sources, including independent industry publications and other publicly available information, as well as other information based on our internal sources. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these data, estimates, and forecasts. We have not independently verified the accuracy or completeness of the data contained in these industry publications and other publicly available information. Our industry and market data are subject to a variety of risks and uncertainties, including those described in the section entitled Risk Factors, which could cause results to differ materially from those expressed in these publications and reports. Certain information in the text of this prospectus is from industry data sources and publicly available data and reports. The content of the below sources, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus and is not incorporated herein. The sources are provided below: SPINS, LLC, an independent industry and research organization ( SPINS ) for the retail industry, historical and current market and sales data for the periods January 1, 2018 December 30, 2018; December 31, 2018 December 29, 2019; December 30, 2019 December 27, 2020; and December 28, 2020 June 13, 2021; SPINS, 2021 Brand Switching Analysis, dated February 7, 2021 (the 2021 Brand Switching Analysis ); U.S. Department of Health and Human Services Centers for Disease Control and Prevention (the CDC ), National Diabetes Statistics Report 2020, last reviewed February 11, 2020; and The CDC, National Center for Health Statistics, NCHS Data Brief No. 360, February 2020. Table of Contents our products during June 2021, compared to none for the same period in 2020, thereby significantly reducing our reliance on co-manufacturers. Our City of Industry Facility presents an opportunity to create efficiencies in our manufacturing process and reduce labor costs, including through the purchase of machinery to automate certain manual labor tasks. We believe the facility also has the capacity to scale for additional potential sales upon future investments, including purchases of or upgrades to machinery, processing, and packaging equipment. Our Frozen Food Category Positioning Provides Multiple Growth Opportunities We are focused on our mission to make our H&W products convenient and accessible through multiple channels within the United States and, ultimately, throughout the world, and our strategy to achieve this begins with the growth of our brand within the frozen food category. We compete in the U.S. frozen food category excluding frozen and refrigerated meat. According to SPINS information, during the 52 weeks ended December 27, 2020, the total U.S. frozen category excluding frozen and refrigerated meat generated retail sales of approximately $58 billion. We see significant opportunity to address the unmet needs of H&W-focused consumers by offering our delicious H&W products within this category, given that many consumer tastes and preferences call for high protein and lower carbohydrate, sugar, grain, and gluten foods, which are not provided by most other H&W brands. We believe we have obtained our current distribution points in part because we represent an opportunity for retailers to grow their frozen food aisle sales. The convenience of our products appeals to H&W consumers seeking comfort foods they can prepare at home while maintaining their health goals, in addition to consumers looking for delicious frozen food options. According to the 2021 Brand Switching Analysis, 90% of our sales gains in single-serve frozen breakfast entr e, 82% of our sales gains in single-serve frozen prepared poultry (with regards to our frozen chicken entr es), and 46% of our sales gains in single-serve frozen entr e bowls were a result of new consumers to these subcategories, or were incremental sales, during the 52 weeks ended February 7, 2021. Retailers tend to favor brands that bring new consumers to categories and, as such, we believe the incremental sales growth opportunity provided by our products has helped us grow our distribution and strengthen our relationships with our retail customers. We Have a Proven Management Team We are led by a management team with significant operational and merger and acquisition experience in the food industry, including with public companies. Bryan Freeman, our Executive Chairman, has over 26 years of experience in the frozen food category. Mr. Freeman served on the senior leadership team of AdvancePierre Foods through its initial public offering as well as its sale to Tyson for a reported $4.2 billion. Gerard G. Law, our Chief Executive Officer, has over 29 years of experience as an operator within the frozen foods category, including previously as part of the senior leadership team at publicly traded J&J Snack Foods Corp. where he managed 16 manufacturing facilities, oversaw multiple successful acquisitions, and had a team of approximately 4,200 employees reporting to him. Our Chief Financial Officer, Akshay Jagdale, has over 15 years of experience as a securities analyst within the food industry and has built an extensive network of industry contacts across our supply chain. Our management believes in the strength of our products, and possesses the expertise required to scale our business. Our Market Opportunity We compete within the $170 billion U.S. H&W industry, as measured by SPINS during the 52 weeks ended June 13, 2021. SPINS defines the H&W industry to include natural, specialty, and wellness products. We see significant opportunity within this industry, which, according to SPINS information, had a two-year compound annual growth rate ( CAGR ) of 10.7% during the two years ended December 27, 2020, and where favorable consumer trends, including a greater focus on healthy lifestyle and macronutrient content, and increased consumption of meals at home, have led to growth of H&W brands within retail across multiple categories. Since our inception, we have focused on creating H&W products for the frozen food aisle, where we believe H&W brands are underrepresented compared to other categories. According to SPINS information, during the 52 weeks ended December 27, 2020, the total U.S. frozen food category excluding frozen and refrigerated meat generated retail sales of approximately $58 billion, with a two-year CAGR of approximately 11%. Within this category, H&W brands generated approximately $9 billion in sales during the same period, with a Table of Contents Table of Contents two-year CAGR of approximately 15%. These H&W brands represented approximately 16% of frozen food category sales excluding frozen and refrigerated meat, or 16% penetration. By comparison, H&W brands in the broader grocery category, which includes all retail food and beverage sales, represented 23% penetration during the 52 weeks ended December 27, 2020. Further, H&W brands in the refrigerated food category, which is adjacent to the frozen food category, represented 30% penetration during the 52 weeks ended December 27, 2020. We believe our brand is positioned not only to increase its penetration as an H&W brand within the frozen food category, but also to drive H&W industry growth. Additionally, we believe our brand has an opportunity to extend into adjacent categories, including grocery and refrigerated, which comprise the balance of the total H&W industry. While we believe that CAGR and penetration are useful measures to determine brand performance within our industry, they should not be read as a future guarantee of our performance in future periods. Our branded products are sold to consumers through an increasing number of locations in retail channels, primarily in natural and conventional grocery, drug, club, and mass merchandise stores, including Walmart, Kroger, and Costco, with an average SKU-level all-commodity volume ( ACV ) of approximately 20% during the four weeks ended June 13, 2021. The term ACV refers to the measurement of a product s distribution, weighted by the overall retail sales dollars attributable to the retail location distributing such product, where a retail location is determined to have sold a product if at least one unit of the product was scanned for sale within the relevant time period. We believe we have the opportunity to significantly increase our ACV by executing on our growth strategy. Further, we have experienced success growing our distribution points by approximately 80% during the two years ended December 27, 2020 and believe there is significant opportunity for continued growth. For example, our total distribution points increased from approximately 94 thousand during the 12 weeks ended December 30, 2018 to approximately 170 thousand during the 12 weeks ended December 27, 2020, representing a two-year CAGR of approximately 34%. For perspective, leading H&W brands within the frozen food category achieved total distribution points in excess of 930 thousand during the 12 weeks ended June 13, 2021. We believe our innovative product offerings, strategic customer relationships, and community engagement efforts well position our Company to compete with such brands and continue accelerating our distribution point growth in future periods. Our Growth Strategy We believe we are well-positioned to grow our business and achieve our mission, including by expanding our retail distribution, continuing our modern approach to growing our community, leveraging our innovative product development capabilities, and investing in production capacity, innovation, and automation. Expand Our Retail Distribution The large H&W consumer base seeking to increase their protein intake and reduce carbohydrates, sugar, gluten, and grain in their diets face limited options in the frozen food category. As consumers increasingly demand delicious, healthier frozen food alternatives, our brand has not only converted consumers from conventional frozen food brands, but also attracted new consumers to the frozen food category generally, driving incremental sales for our customers, and supporting their omni-channel growth efforts. Retailers tend to favor brands that bring new consumers to categories, and we believe our ability to attract new H&W consumers to our customers stores and online marketplaces presents a compelling opportunity for our customers to expand our existing shelf space. Further, as we continue to develop innovative products and build brand equity, we believe we can grow our distribution points and achieve penetration levels that rival those of leading H&W brands in the frozen food category. We intend to leverage our strong relationships with prominent retail customers and establish relationships with new customers and consumers to expand our product offerings, capture shelf space, and become a leading H&W brand. Invest in Our Modern Approach to Grow Our Community Authentic consumer relationships are core to our strategy as they drive brand loyalty, optimize our product development efforts, and introduce new consumers to our brand. We believe we have one of the largest social media followings of any brand within the frozen food category today with over 500 thousand subscribers across all Table of Contents digital platforms. We rely extensively on social media platforms such as Facebook, Instagram, Pinterest, and TikTok to strengthen brand loyalty and facilitate online collaboration with our community. Although we believe our social media presence and consumer engagement as an H&W brand is compelling, we see significant opportunity for brand growth. We plan to scale our efficient and modern approach to authentic community building by increasing our investment in sales and marketing and continuing our work with influencers and brand ambassadors aligned with our mission. Another component of our modern approach is our ability to converse with our diverse consumer base with specificity: we organize our marketing managers based on the varied need states of our consumers, such as those with diabetes, consumers seeking to reduce carbohydrates, and athletes. Because both H&W and conventional brands within the frozen food category often take a traditional approach to marketing, we believe these strategies will allow us to outpace our competition. Further, we intend to leverage our consumer community to continue to grow our e-commerce sales, which includes click-and-collect e-commerce transactions where consumers pick up their product at a retailer following an online sale, as well as traditional direct-to-consumer deliver-to-me e-commerce transactions through our own website and third-party websites. Leverage Innovative Product Development Capabilities We believe our ability to deliver delicious comfort foods while simultaneously offering macronutrient ratios that support healthy lifestyles draws H&W consumers to our brand. Our products are the deliberate result of our innovative product development cycle, which starts with our proprietary base ingredient systems, and then combines our rapid prototyping capabilities with the assimilation of direct community feedback into the development process. We intend to innovate new base ingredient systems that will allow us to expand this offerings of craveable comfort foods that meet the macronutrient ratios sought by our consumers. We also expect to continue to validate our product recipes prior to launch by investing in the expansion of our community feedback approach. We believe we can leverage our product development capabilities to rapidly expand our product offerings within the frozen food category. In addition, because we utilize direct community feedback to align our products with consumer preferences prior to launch, we believe we can continue to launch products that will have a higher likelihood of market acceptance than conventional brands. While we have focused on developing our H&W products for the frozen food category, we also believe we have a significant opportunity to expand our offerings into adjacent categories based on feedback we have received from our consumers and retail customers. We intend to explore opportunities to introduce our products to new categories by continuing to rely upon and invest in our innovative product development approach. To this end, we will also selectively consider acquisitions of businesses or assets, or other investments, that are aligned with our mission and enhance our growth and profitability. Invest in Production Capacity and Automation During June 2021, we self-manufactured more than 70% of our products at our City of Industry Facility. The manufacture of our products requires a specialized process and purpose-built equipment to ensure our products have the macronutrient composition we strive for while maintaining taste and quality. Our City of Industry Facility provides us with the opportunity to continue to expand our self-manufacturing capacity while improving production efficiencies. For example, we plan to implement our growth strategy by investing in new production lines, employing new manufacturing automation technology designed to significantly increase productivity while reducing direct labor costs through the automation of certain manual labor tasks, and adopting a continuous improvement cost savings program that focuses on process improvement throughout our supply chain and manufacturing operations to mitigate costs. By streamlining operations throughout our facility, we believe we can continue to deliver quality products while continuing to drive efficiencies across our operations and improve our financial performance. We are also in the process of implementing a new enterprise resource planning ( ERP ) system that we will use to manage our business and which we expect will enhance operations at our City of Industry Facility. Summary of the Reorganization Prior to the consummation of this offering and the Reorganization described below, RGF, LLC was owned entirely by its Members and operated its business through itself and no other entities. Project Clean, Inc. was incorporated as a Delaware corporation on June 2, 2021 to serve as the issuer of the Class A common stock offered in this offering, the sole managing member of RGF, LLC (the Managing Member ), and the holder of Table of Contents Class A Units of RGF, LLC. Project Clean, Inc. changed its name to The Real Good Food Company, Inc. on October 7, 2021. In connection with the consummation of this offering, we will consummate the following Reorganization: we will amend and restate RGF, LLC s existing operating agreement effective as of the consummation of this offering to, among other things: (i) appoint RGF, Inc. as the Managing Member of RGF, LLC, and (ii) replace the membership interests currently held by the Members such that (a) all of the Class A Units will be owned exclusively by RGF, Inc., (b) exchange existing profits interest awards for Class B Units and our Class B common stock in relation to the agreed upon value of such profits interest awards as determined by the unanimous consent of all the Members and holders of profits interest units, and (c) all of the Class B Units will be owned exclusively by the Members in proportion to their percentage of ownership interests in RGF, LLC immediately prior to the consummation of this offering; we will amend and restate RGF, Inc. s certificate of incorporation immediately prior to the consummation of this offering (the Certificate of Incorporation ) to, among other things, provide for Class A common stock and Class B common stock; we will issue shares of our Class B common stock to the Members on a one-to-one basis with the number of Class B Units they own, for nominal consideration; we will issue shares of our Class A common stock and Class B common stock to Fidelity Investors by converting those certain convertible promissory notes with an aggregate principal amount of $35.0 million issued by RGF, LLC to the Fidelity Investors in May 2021 pursuant to a note purchase agreement with such investors (the 2021 Notes Agreement and the notes issued thereunder, the 2021 Notes ) to shares of Class A common stock and Class B common stock pursuant to an agreement for conversion of promissory notes (the Conversion Agreement ); we will issue 5,333,333 shares of our Class A common stock to the purchasers in this offering, or 5,800,000 shares if the underwriters exercise in full their option to purchase additional shares of our Class A common stock; the selling stockholder will sell 333,333 shares of our Class A common stock to the purchasers in this offering if the underwriters exercise their option to purchase additional shares of our Class A common stock for at least that number of shares; RGF, Inc. will use all of the net proceeds it receives from this offering to acquire Class A Units from RGF, LLC at a purchase price per Class A Unit equal to the initial public offering price per share of Class A common stock, less underwriting discounts and commissions, collectively representing 76% in the Reorganization of RGF, LLC s outstanding units, including both Class A Units and Class B Units, following this offering, or approximately 73% in the Reorganization if the underwriters exercise in full their option to purchase additional shares of our Class A common stock; RGF, LLC intends to use the proceeds from the sale of Class A Units to RGF, Inc. as described in the section entitled Use of Proceeds, including for general corporate purposes and working capital; the Members will hold Class B Units, which have pro rata economic interests, meaning rights to receive distributions or dividends, in whatever form, from RGF, LLC, but no voting or other control rights in RGF, LLC, which will be solely managed by RGF, Inc., and will have no economic interests in RGF, Inc. despite their ownership of Class B common stock; the Members will also hold Class B common stock, which will have no economic interest in RGF, Inc. but will vote together with the Class A common stock as to all matters upon which votes of RGF, Inc. stockholders are required; the Members will not be permitted to transfer any interest in Class B Units unless approved in writing by the Managing Member or pursuant to one of the following exceptions: (i) exchanges or redemptions permitted by an exchange agreement that RGF, Inc., RGF, LLC, and the Members will enter into (the Exchange Agreement ), (ii) transactions that terminate the existence of a Member for income tax purposes but do not terminate the existence of such Member under applicable state law, (iii) transfers to the applicable Member s affiliates, and (iv) any transfers by any Member to such Member s spouse, Table of Contents any lineal ascendants or descendants or trusts or other entities in which such Member or Member s spouse, lineal ascendants or descendants hold (and continue to hold while such trusts or other entities hold Class B Units) 50% or more of such entity s beneficial interests; provided, however, that (a) such transfer restrictions will continue to apply to Class B Units after any such permitted transfer, (b) transferees must agree in writing to be bound by the provisions of the Exchange Agreement (as defined below) and the amended and restated operating agreement of RGF, LLC as adopted immediately prior to the consummation of this offering (the Operating Agreement ), and (c) such Member (or any subsequent transferee of such Member) shall be required to also transfer the fraction of its remaining Class B common stock ownership corresponding to the proportion of such Member s (or subsequent transferee s) Class B Units that were transferred in the transaction to such transferee; Pursuant to the Exchange Agreement, prior to the effectiveness of the registration statement of which this prospectus forms a part, (i) the holders of Class B Units (and certain permitted transferees) may, subject to the terms of the Exchange Agreement, exchange Class B Units for shares of Class A common stock on a one-for-one basis or, at our option, redeem such Class B Units for cash; (ii) in connection with any such exchange or redemption, a holder of Class B Units being so exchanged or redeemed would deliver to us an equivalent number of shares of Class B common stock, which would be canceled; and (iii) additional Class A Units, equivalent to the amount of Class B Units so exchanged or redeemed, will then be issued to RGF, Inc. and, thus, RGF, Inc. s interest in RGF, LLC will be proportionally increased; and RGF, Inc. will enter into (i) the Tax Receivable Agreement with RGF, LLC and the Members other than the Fidelity Investors, and (ii) a registration rights agreement (the Registration Rights Agreement ) with the Members other than the Fidelity Investors regarding the terms and conditions upon which shares of Class A common stock issued to the Members other than the Fidelity Investors upon the exchange of their Class B Units would be registered for future sale. Although the actual timing and amount of any payments that we make to such Members under the Tax Receivable Agreement will vary, we expect those payments will be substantial. These payments confer significant benefits to such Members and will reduce cash provided by tax savings that would otherwise have been available to us to fund our operations and service our debt obligations. For additional information, refer to the section entitled Management s Discussion and Analysis Liquidity Tax Receivable Agreement. Pursuant to the terms of the Exchange Agreement and in connection with an election by one or more Members to exchange Class B Units into shares of our Class A common stock, we will have the option to, in lieu of issuing Class A common stock, instead make a cash payment to such Member to redeem such Class B Units equal to a volume weighted average market price of one share of Class A common stock for each Class B Unit the Member has elected to exchange (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications) in accordance with the terms of the Operating Agreement. Any decision to make a cash payment to a Member would not affect such Member s continuing obligation to deliver, and the subsequent cancelation of, the equivalent amount of such Member s shares of our Class B common stock. Any decision by us to redeem Class B Units and make a cash payment will be made by our independent directors (within the meaning of the Nasdaq Global Market ( Nasdaq )) who are disinterested. Although the actual timing and amount of any payments that we make to Members pursuant to the Exchange Agreement will vary, we expect those payments will be substantial, which may reduce the cash available to fund our operations and service our debt obligations. For additional information, refer to the section entitled Management s Discussion and Analysis Liquidity Exchange Agreement. Our corporate structure following this offering, as described above, is commonly referred to as an Up-C structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up-C structure will allow the Members to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or pass-through entity, for income tax purposes following the offering. One of these benefits is that future taxable income of RGF, LLC that is allocated to the Members will be taxed on a flow-through basis and therefore will not be subject to corporate Table of Contents income taxes at the entity level. Additionally, because the Members may exchange their Class B Units for shares of our Class A common stock or, at our option, redeem such Class B Units for cash, the Up-C structure also provides the Members with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. For additional information, refer to the sections entitled The Reorganization and Description of Capital Stock. We will receive the same benefits as the Members on account of our ownership of Class A Units in an entity treated as a partnership, or pass-through entity, for income tax purposes. As we exchange our Class A common stock for additional Class B Units from the Members under the mechanism described above, we will obtain a step-up in tax basis in our share of RGF, LLC s assets. This step-up in tax basis will provide us with certain tax benefits, such as future depreciation and amortization deductions that can reduce the taxable income allocable to us. We expect that RGF, Inc. will enter into the Tax Receivable Agreement with RGF, LLC and each of the Members other than the Fidelity Investors that will provide for the payment by us to the Members of 85% of the amount of tax benefits, if any, that we actually realize (or in some cases are deemed to realize) as a result of (i) increases in tax basis resulting from the exchange of Class B Units, and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. For additional information regarding our structure after the consummation of the Reorganization, including this offering, refer to the section entitled The Reorganization. For certain risks related to the Reorganization, refer to the section entitled Risk Factors Risks Related to Our Structure. Immediately following the Reorganization and the consummation of this offering, RGF, Inc. will be a holding company and its principal asset will be the Class A Units it purchases from RGF, LLC. As Managing Member, RGF, Inc. will operate and control all of the business and affairs of RGF, LLC and, through RGF, LLC, conduct its business. Although RGF, Inc. will have a minority economic interest in RGF, LLC, it will have the sole voting interest in, and control the management of, RGF, LLC, and will have the obligation to absorb losses of, and receive benefits from, RGF, LLC, which could be significant. As a result, we have determined that, after the Reorganization, RGF, LLC will be a variable interest entity ( VIE ), and that RGF, Inc. will be the primary beneficiary of RGF, LLC. Accordingly, pursuant to the VIE accounting model, RGF, Inc. will consolidate RGF, LLC in its financial statements and we will report a non-controlling interest related to the Class B Units held by the Members on our audited financial statements. RGF, Inc. will have a board of directors and executive officers, but will have no non-executive employees. The functions of all of our employees are expected to reside with RGF, LLC. Table of Contents For additional information regarding our Certificate of Incorporation and the terms of our Class A common stock and Class B common stock, refer to the section entitled Description of Capital Stock. For additional information regarding the Operating Agreement, including the terms of the Class A Units and Class B Units, and the exchange right of the Members, the Tax Receivable Agreement, and the Registration Rights Agreement, refer to the section entitled Certain Relationships and Related-Party Transactions. The following diagram shows our organizational structure after giving effect to the Reorganization, including this offering, assuming no exercise by the underwriters of their option to purchase additional shares of our Class A common stock: Recent Developments The following preliminary discussion and analysis of our financial condition and results of operations for the three months ended September 30, 2021 contains forward-looking statements that involve risks and uncertainties such as our plans, estimates, hopes, beliefs, intentions, and strategies regarding the future. These estimates should not be viewed as a substitute for our full fiscal year or interim period financial statements prepared in accordance with GAAP. Our actual results could differ materially from those in the forward-looking statements below. Factors that could cause or contribute to such differences in our actual results include, but are not limited to, those discussed below and in the sections entitled Cautionary Note Regarding Forward-Looking Statements and Risk Factors. Our preliminary results are not necessarily indicative of our actual results or the results that may be expected for any period in the future. Preliminary Financial Information for the Three Months Ended September 30, 2021 The following preliminary and unaudited financial information for the three months ended September 30, 2021 is based upon our estimates and subject to completion of our financial closing procedures. Moreover, this data has been prepared solely on the basis of currently available information by, and are the responsibility of, the Company. This information should be read in conjunction with our financial statements and the related notes and the section entitled Management s Discussion and Analysis of Financial Condition and Results of Operations for prior periods included elsewhere in this prospectus. Our independent registered public accounting firm, Grant Thornton LLP, has not audited or reviewed or performed any procedures on this preliminary financial information. Accordingly, Grant Thornton LLP does not express an opinion or any other Table of Contents form of assurance with respect thereto. This summary is not a comprehensive statement of our financial results for this period, and our actual results may differ from these estimates due to the completion of our financial closing procedures and final adjustments and other developments that may arise between now and the time our final quarterly financial statements are completed. Accordingly, we have provided ranges, rather than specific amounts, for the preliminary financial information described below. Our actual results for the three months ended September 30, 2021 will not be available until after this offering is completed. There can be no assurance that these estimates will be realized, and estimates are subject to risks and uncertainties, many of which are not within our control. We have prepared estimates of the following preliminary and unaudited financial information for the three months ended September 30, 2021 (dollar amounts in thousands). THREE MONTHS ENDED SEPTEMBER 30, 2020 THREE MONTHS ENDED SEPTEMBER 30, 2021 % CHANGE THREE MONTHS ENDED SEPTEMBER 30, 2021 VERSUS SEPTEMBER 30, 2020 (dollars in thousands) LOW HIGH LOW HIGH Net sales $ 9,745 $ 21,250 $ 23,000 118 % 136 % Cost of goods sold $ 9,907 $ 19,350 $ 20,625 95 % 108 % Gross Profit $ (162 ) $ 1,900 $ 2,375 Gross Profit Margin (1.7 )% 8.9 % 10.3 % 1060 bps 1200 bps Loss from operations $ (2,953 ) $ (6,100 ) $ (5,500 ) Net Sales Our preliminary estimated net sales are expected to increase in the range of approximately $11.5 million to $13.3 million, or 118% to 136%, in the three months ended September 30, 2021 compared to the prior year period, primarily due to strong growth in sales volumes of our core products, driven by expansion in the club channel, and, to a lesser extent, greater demand from our existing retail customers. Cost of Goods Sold Our preliminary estimated cost of goods sold is expected to increase in the range of approximately $9.4 million to $10.7 million, or 95% to 108%, in the three months ended September 30, 2021 compared to the prior year period, primarily due to an increase in the sales volume of our products, and an increase in labor and raw material costs, primarily due to labor shortages and supply chain pressures, partially offset by the increase in the amount of products sold that were self-manufactured. Self-manufactured products, which have lower cost of goods sold than co-packed products, represented greater than 70% of our sales in the three months ended September 30, 2021 compared to substantially all of our products being co-packed in the prior year period. Gross Profit Our preliminary estimated gross profit is expected to increase in the range of approximately $2.1 million to $2.5 million for the three months ended September 30, 2021 compared to the prior year period. The estimated improvement in gross profit is primarily due to the absence of $1.0 million of costs resulting from the write-down of unrecoverable raw material inventory as a result of financial hardship of a co-manufacturer and $0.5 million of costs related to an inventory write-down, each of which occurred in the three months ended September 30, 2020, an increase in the amount of products sold that were self-manufactured, and an increase in net sales, partially offset by increases in labor and raw material costs. Table of Contents Loss from Operations Our preliminary estimated loss from operations is expected to increase in the range of approximately $2.5 million to $3.1 million for the three months ended September 30, 2021 compared to the prior year period. The estimated increase in loss from operations is primarily due to an increase of approximately $2.5 million to $2.7 million in selling and distribution expenses in support of sales growth, an approximate $1.3 million to $1.5 million increase in marketing expenses, and an approximate $1.0 million to $1.2 million increase in administrative expenses, partially offset by a $2.1 million to $2.5 million increase in gross profit. Risk Factor Summary Investing in our Class A common stock involves substantial risk. You should carefully consider all of the information in this prospectus prior to investing in our Class A common stock. We have various categories of risks, including risks related to our business, brand, products, and industry; risks related to our structure; risks related to our regulatory environment; risks related to our intellectual property, information technology, and privacy; risks related to being a public company; risks related to this offering and ownership of our Class A common stock; and risks related to accounting and tax matters, which are discussed more fully in the section entitled Risk Factors. We encourage you to carefully review the full risk factor disclosures set forth in the section entitled Risk Factors, as well as the other information in this prospectus, before deciding whether to invest in our Class A common stock. Additional risks beyond those summarized below or discussed elsewhere in this prospectus may apply to our business, activities, or operations as currently conducted or as we may conduct them in the future. Some of the most significant challenges and risks associated with investing in our Class A common stock include the following: our limited operating history and significant operating losses; our need to increase net sales from existing customers and acquire new customers in order to execute our growth strategy; the short and long-term effects of the novel coronavirus ( COVID-19 ) pandemic on our business and the industry in which we operate; our ability to successfully implement our growth strategy and obtain additional financing to achieve our goals; RGF, LLC s indebtedness, and the agreements governing such indebtedness, which subject it to required debt service payments, as well as financial restrictions and operating covenants, which may reduce our financial flexibility and affect our ability to operate our business; our quarterly results may fluctuate significantly, and period-to-period comparisons of our results may not be meaningful; the substantial customer concentration risk to which we are subject; potential consolidation of our customers; our ability to compete successfully in our highly competitive market; consumer preferences for our products, which can change rapidly; our ability to introduce new products or successfully improve existing products; the volatile price of food commodities and packaging materials; our brand and reputation, as impacted by real or perceived quality or food safety issues with our products; the effectiveness of our digital marketing strategy and the expansion of our social media presence; our reliance on third-party delivery and warehousing companies, which could negatively impact our operating results; any disruption at one of our facilities; our ability to pay taxes and expenses, including payments under the Tax Receivable Agreement, may be limited by our structure; and the requirements of being a public company. Table of Contents Company Information The Real Good Food Company LLC was formed in the State of California on February 3, 2016. The Real Good Food Company LLC will convert from a California limited liability company to a Delaware limited liability company and change its name to Real Good Foods, LLC upon the Reorganization. Project Clean, Inc. was incorporated as a Delaware corporation on June 2, 2021 for the purpose of issuing the Class A common stock in this offering and acquiring Class A Units in RGF, LLC. Project Clean, Inc. changed its name to The Real Good Food Company, Inc. on October 7, 2021. Our principal executive offices are located at 3 Executive Campus, Suite 155, Cherry Hill, NJ 08002, and our telephone number is (856) 644-5624. Our website address is www.realgoodfoods.com. The information contained on or accessible through our website is not part of this prospectus or the registration statement of which this prospectus forms a part, and potential investors should not rely on such information in making a decision to purchase our Class A common stock in this offering. We use various trademarks, trade names, and other intellectual property in our business, including, without limitation, our corporate name and logo. We have over a dozen registered trademarks in the United States and Realgood and Realgood Pizza Co. registered or pending in certain other non-U.S. jurisdictions. All other service marks, trademarks, and trade names appearing in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and tradenames referred to in this prospectus appear without the and symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the right of the applicable licensor to these trademarks and tradenames. We believe the protection of our trademarks, trade names, copyrights, domain names, trade dress, and trade secrets are important to our success. Implications of Being an Emerging Growth Company and a Smaller Reporting Company We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies, including: presenting only two years of audited financial statements and two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations disclosure; reduced disclosure regarding our executive compensation arrangements; exemption from the requirements to hold non-binding advisory votes on executive compensation; exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ); and exemption from complying with any requirement that may be adopted by the Public Company Accounting Oversight Board ( PCAOB ) regarding mandatory audit firm rotation. We may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of our initial public offering or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the earliest of (i) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue, (ii) the date we qualify as a large accelerated filer, with more than $700.0 million in market value of our stock held by non-affiliates (and we have been a public company for at least 12 months and have filed one Annual Report on Form 10-K), or (iii) the date on which we have issued more than $1.0 billion of non-convertible debt securities over a three-year period. We may choose to take advantage of some, but not all, of the available exemptions. We have taken advantage of certain reduced reporting obligations in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. For certain risks related to our status as an emerging growth company, refer to the section entitled Risk Factors We are an emerging growth company and the reduced disclosure requirements applicable to emerging growth companies may make our Class A common stock less attractive to investors. We are also a smaller reporting company, meaning that the market value of our stock held by non-affiliates plus the proposed aggregate amount of gross proceeds to us as a result of this offering is less than Table of Contents $700.0 million and our annual revenue was less than $100.0 million during the most recently completed fiscal year. We may continue to be a smaller reporting company after this offering if either (i) the market value of our stock held by non-affiliates is less than $250.0 million, or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001872309_delimobil_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001872309_delimobil_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001872309_delimobil_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001874113_renewable_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001874113_renewable_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c9bbdf7175d64b814d1362cf789b6735354a6a05
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001874113_renewable_prospectus_summary.txt
@@ -0,0 +1,2064 @@
+SUMMARY
+
+ 
+
+ This
+ summary only highlights the more detailed information appearing elsewhere in this prospectus.
+ As this is a summary, it does not contain all of the information that you should consider
+ in making an investment decision. You should read this entire prospectus carefully, including
+ the information under the section of this prospectus entitled "Risk Factors"
+ and our financial statements and the related notes included elsewhere in this prospectus,
+ before investing.
+
+ 
+
+ Unless
+ otherwise stated in this prospectus, or the context otherwise requires, references to:
+
+ 
+
+ 
+
+ "Class A
+common stock" are to our Class A common stock, par value $0.0001 per share;
+
+ 
+
+ "Class B common stock" are
+to our Class B common stock, par value $0.0001 per share;
+
+ 
+
+ "common
+stock" are to our Class A common stock and our Class B common stock, collectively;
+
+ 
+
+ "company" or "our company"
+ "we," "us," "are to Renewable Energy Acquisition Corp.;
+
+ 
+
+ "equity-linked securities" are
+to any securities of our company which are convertible into or exchangeable or exercisable for, common stock of our company, including
+but not limited to a private placement of equity or debt.
+
+ 
+
+ "founder shares" are to shares
+of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of
+our Class A common stock issued upon the conversion thereof as provided herein;
+
+ 
+
+ "initial stockholders" are to
+holders of our founder shares prior to this offering;
+
+ 
+
+ "management" or our "management
+team" are to our officers and directors;
+
+ 
+
+ "private rights" are to the rights
+underlying the private units;
+
+ 
+
+ "private units" are to the units
+we are selling privately to our sponsor upon consummation of this offering;
+
+ 
+
+ "private warrants" are to the
+warrants underlying the private units;
+
+ 
+
+ "public
+shares" are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in
+this offering or thereafter in the open market);
+
+ 
+
+ "public
+stockholders" are to the holders of our public shares, including our initial stockholders and management team to the extent our
+initial stockholders and/or members of our management team purchase public shares, provided that each initial shareholder s and
+member of our management team s status as a "public shareholder" shall only exist with respect to such public shares;
+
+ 
+
+ "public
+rights" are to the rights sold as part of the units in this offering (whether they are purchased in this offering or thereafter
+in the open market);
+
+ 
+
+ "public
+warrants" are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering
+or thereafter in the open market) and to any private warrants or warrants issued upon conversion of working capital loans or extension
+loans that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees) following
+the consummation of our initial business combination;
+
+ 
+
+ "representative s shares"
+are to the shares of our Class A common stock to be issued to the representative the underwriters and/or its designees
+in connection with this offering;
+
+ 
+
+ "sponsor"
+are to Renewable Energy Acquisition Sponsor LLC, a Delaware limited liability company; certain of our officers and directors control
+our sponsor; and
+
+ 
+
+ "unit
+purchase option" are to the option to purchase additional units issued to the representative, the underwriters and/or its designees
+in connection with this offering;
+
+ 
+
+ "warrants" are to our redeemable
+warrants, which includes the public warrants as well as the private warrants to the extent such private warrants are no longer held by
+the initial purchasers or their permitted transferees.
+
+ 
+
+ 4
+
+ 
+
+ 
+
+ 
+ 
+ 
+
+ Each unit consists of one share of Class A
+common stock, one redeemable warrant and one right for each unit purchased. Each warrant entitles the holder thereof to purchase one-half
+of one share of our Class A common stock at a price of $11.50 per full share, subject to adjustment as described in this prospectus.
+Each 10 rights entitle the holder thereof to receive one share of our Class A common stock upon consummation of our initial business
+combination.
+
+ 
+
+ Registered trademarks referred to in this prospectus are the property
+ of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise
+ their over-allotment option.
+
+ 
+
+ PROPOSED BUSINESS
+
+ 
+
+ General
+
+ 
+
+ We are a newly organized blank check company incorporated as a Delaware
+ corporation formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar
+ business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination or
+ our business combination.
+
+ 
+
+ To date, our efforts have been limited to organizational activities
+ as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has
+ anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We have generated
+ no operating revenues to date and we may not generate operating revenues even after we consummate our initial business combination.
+
+ 
+
+While
+we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries
+that complement our management team s background, and to capitalize on the ability of our management team to identify and acquire
+a business, focusing on renewable energy related industries across the globe (excluding China). Renewable energy ("renewables")
+refers to energy from a source that is sustainable, such as wind, hydropower, geothermal or solar power. In particular, we intend to focus
+on companies in the solar power, electric vehicle and battery storage sectors where our management team has extensive experience.
+We shall not undertake our initial business combination with any entity with its principal business operations in China (including Hong
+Kong and Macau).
+
+ 
+
+ Our Board of Directors and Management
+
+ 
+
+ Members of our Board of Directors, led by our founder, Xiaofeng Peng,
+ together have decades of experience in growing and developing companies in the renewable energy industry. The team consists of Xiaofeng
+ Peng, who is also our Chairman and Chief Executive Officer, HoongKhoeng Cheong, our Chief Operating Officer, and Haoyu Zhai, our Chief
+ Financial Officer.
+
+ 
+
+ Mr. Xiaofeng Peng is our Chief Executive Officer and Chairman
+ of the Board. Mr. Peng has been a director and executive chairman of the board of SPI Energy Co., Ltd. ("SPI Energy Co."
+ Nasdaq: SPI) since 2011, and its chief executive officer since 2016. SPI Energy Co. is a global renewable energy company, providing solar
+ storage and electric vehicle ("EV") solutions for business, residential, government, logistics and utility customers and investors
+ . Mr. Peng founded LDK Solar Co Ltd in July 2005 and was its chairman of the board and chief executive officer until 2014. Prior
+ to founding LDK, Mr. Peng founded Suzhou Liouxin Co., Ltd. ("Suzhou Liouxin") in March 1997 and was its chief
+ executive officer until February 2006. Suzhou Liouxin is a leading manufacturer of personal protective equipment in Asia. Mr. Peng
+ currently is a director of Phoenix Motor Inc. and LDK New Energy Holding Co. Ltd., where he also serves on their audit, compensation and
+ governance committees. Mr. Peng graduated from Jiangxi Foreign Trade School in 1993 with a diploma in international business and
+ from Beijing University Guanghua School of Management in 2002 with an executive MBA degree.
+
+ 
+
+ 
+
+ 5
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ Mr. HoongKhoeng Cheong is our Chief
+Operating Officer. Mr. Cheong has been a director of SPI Energy Co since 2017, and its chief operating officer since 2014. Mr. Cheong
+has more than 20 years of engineering and operation experience in the solar power and electronics industries. He was appointed chairman
+of the board and chief executive officer of Sunways AG, a publicly-listed company in Germany from 2012 to 2014. He previously served as
+SPI Energy Co. s general manager from 2007 to 2011. He was responsible for photovoltaic ("PV") system design and development
+as well as the manufacturing of key components for PV modules and racking systems before joining LDK. Prior to joining Sunways AG in 2007,
+Mr. Cheong spent 16 years in the electronics industry responsible for engineering development and manufacturing of liquid crystal
+display products and he served as the Vice President of Engineering of an affiliate of Flextronics International Ltd. Mr. Cheong
+holds a Bachelor of Science degree in mechanical engineering from the University of Louisiana and obtained his Master of Science in computer
+integrated manufacturing from Nanyang Technology University, Singapore in 1997.
+
+ 
+
+ Mr. Haoyu Zhai is our Chief Financial Officer. Mr. Zhai has
+10 years of experience in the investment and consulting industry. Mr. Zhai has participated in and contributed to the success of
+multiple initial public offerings and merger/acquisition projects. Mr. Zhai has been working as director of strategic investment
+for SPI Energy Co. since June 2019. Previously, from May 2016 to April 2019, Mr. Zhai worked as General Manager Dongdingxinneng
+Capital LLC, a leading boutique investment bank in China, where he managed eight private equity funds, one of which is a green energy
+industry fund, concentrating on cutting-edge technologies for charging pile, hydrogen energy, and storage. He also served as the senior
+consultant of Guangdong Technology LLP and Beijing East Environment Energy, a China publically listed company. Mr. Zhai has a bachelor
+of science degree in Finance from University of Southampton, United Kingdom and MS degree in Finance from Bentley University in the United
+States.
+
+ 
+
+ Dr.
+ James Young is one of our independent director nominees. Dr. Young, with expertise in the solar and semiconductor industries,
+ is one of the founders of ModuRack, Inc., an engineering and manufacturing company for solar power components, and has been the chief
+ executive officer and a director since 2016. Dr. Young is also a director of SunX Solar, LLC which he co-founded in 2013. SunX Solar
+ manufactures solar systems for roof tops, primarily for the residential market. Previously, Dr. Young founded GSM Solar Co. in 1999
+ and served as the chief executive officer until 2012. Dr. Young has been focusing on solar system optimization, in particular, hardware
+ innovations on soft cost reduction. He was one of the original innovators for "whole hot zone" control for silicon crystals,
+ and he optimized industrial 300MM silicon wafer for Logic IC processes. Previously, Dr. Young was a strategic planning consultant
+ to Sumitomo Sitix, a supplier of silicon wafers, and a program manager at Intel, Inc. Dr. Young has made significant contributions
+ for Chinese solar industry development with the introduction of wire slicing to China and developing the recharge system for CZ silicon
+ growth, both technologies of which are common practice in the industry. Dr. Young has more than 20 awarded and pending patents in
+ the United States and China,and is a Fellow of the Institute for Solid Defect Studies. Dr. Young has a phD in Physics and Computer
+ Science form SUNY (State University of New York), Albany. 
+
+ 
+
+ Amy
+Xue is one of our independent director nominees. Ms. Xue has more than 20 years of experience in finance, accounting,
+and SEC reporting. Ms. Xue has been serving as the Chief Financial Officer of Goldenbridge Acquisition Ltd. (Nasdaq:GBRG) since August
+2020. Ms. Xue has been a director of Mingzhu Logistics Holdings Ltd since September of 2020, and currently serves as a member of their
+Audit Committee. Prior to that, Ms. Xue served as the Chief Financial Officer for various US-listed public companies such as BIMI International
+Medical Inc. (Nasdaq: BIMI) from July 2021 to September 2021, iFresh Inc. (Nasdaq: IFMK) from March 2020 to June 2021, XT Energy Group,
+Inc. (OTCQB: XTEG) from July 2018 to March 2020, and General Agriculture Corp. (OTCBB: GELT), an agriculture company, from July 2013
+to April 2017. Prior to these positions, Ms. Xue was a senior manager in the SEC Audit Services department of Acquaella, Chiarelli, Shuster,
+Berkower & Co., LLP, a certified public accounting & advisory firm, from September 2007 to October 2010. Ms. Xue received a bachelor s
+degree in history from Peking University and a master s degree in accounting from State University of New York at Binghamton. She
+is a Certified Public Accountant in the State of New York and a member of American Institute of Certified Public Accountants. 
+
+ 
+
+ Mark
+Ikuaniks is one of our independent board member nominees. Mr. Ikauniks is an Adjunct Partner at SOSV Hong Kong Ltd., a venture
+capital firm, a position he has held since July 2020. From June 2019 until June 2020, Mr. Ikauniks served as Venture Partner at Accelerating
+Asia Ventures Pte. Ltd., a venture capital firm based in Singapore. From May 2016 until January 2019, Mr. Ikauniks served as Director
+and Expert-In-Residence at SOSV Hong Kong Ltd., a venture capital firm. Previously, Mr. Ikauniks worked in investment banking roles at
+leading global financial firms including UBS, Deutsche Bank and Lehman Brothers in New York, Silicon Valley and Hong Kong, where he advised
+numerous corporations on strategic and financial matters. Mr. Ikuaniks has, since August 2020, served as an observer to the boards of
+ATIOM Pte. Ltd and Web2ship, Inc. Mr. Ikauniks received a Bachelor of Arts degree from Bowdoin College and a Master of Business Administration
+degree from the University of Virginia. 
+
+ 
+
+ We believe that the strong industry and financial background of our
+management team and directors, combined with their operational and entrepreneurial expertise, will enable us to identify a suitable acquisition
+target.
+
+ 
+
+ 
+
+ 
+ 
+ Industry Opportunity
+
+ 
+
+ In 2020, states, cities, utilities municipalities
+and businesses in the United States continued to announce or pursue de-carbonization plans, despite the onset of a global pandemic and
+economic recession. Even without a direct incentive for green infrastructure development in the economic stimulus passed in response to
+COVID-19, clean energy demand in the United States proved resilient as energy renewables and storage recorded declining costs and rising
+capacity and usage factors.
+
+ 
+
+ Renewable energy growth may accelerate in 2022
+as the Biden administration initiates a platform to rejoin the Paris Climate Accord, announcing its plan to spend $2 trillion over four
+years to increase the use of clean energies in transportation, electricity and building sectors. The objective is to implement a plan
+to fully decarbonize the power sector by 2035 in order to achieve a net-zero carbon emissions by 2050. The new administration is expected
+to facilitate the deployment of renewables. This may include powers over emissions, public lands, procurement, foreign relations, trade,
+and agency appointments. 
+
+ 
+
+While we may acquire a business in any industry,
+we will focus on companies in the renewable energy industry worldwide. We intend to focus on companies that have strong management teams,
+high growth potential, and that would benefit from access to capital to fund acquisitions or working capital for organic growth. We believe
+the renewable energy industry represents an attractive target market with a large number of potential acquisition opportunities for the
+following reasons:
+
+ 
+
+ In
+ 2020, annual renewable energy capacity additions increased 45% to almost 280 gigawatts ("GW")– the highest year-on
+ year increase since 1999. We believe that exceptionally high energy capacity additions will become the "new normal" in
+ 2021 and 2022, with renewables accounting for 90% of new power capacity expansion globally. 
+
+ 
+
+ Solar photovoltaic ("PV") development will continue
+ to break records, with annual additions reaching 162 GW by 2022 – almost 50% higher than the pre-pandemic level of 2019.
+
+ 
+
+ Global wind capacity additions increased more than 90% in
+ 2020 to reach 114 GW. While the pace of annual market growth slows in 2021 and 2022, it is still 50% higher than the 2017-2019 average.
+
+ 
+
+ 
+ 
+ 
+
+ Europe s capacity growth accelerates thanks to
+ further policy support and a booming corporate power purchase agreement ("PPA") market as PV costs continue to
+ decline.
+
+ 
+
+ The updated forecast for the United States is more optimistic
+ because of federal tax credit extensions. New US emissions reduction targets and the infrastructure bill, if passed, will boost renewables
+ expansion after 2022 (beyond the timeframe of this forecast update).
+
+ 
+
+ Although India s capacity additions in 2020 declined
+ almost over 50% from 2019, the country is expected to set new records for renewables expansion in 2021 and 2022 as delayed projects from
+ previous competitive auctions are commissioned. However, the recent 2021 surge in Covid-19 cases has created short-term forecast uncertainty
+ for this year.
+
+ 
+
+ Transport biofuel production is expected to rebound to 2019
+ volumes in 2021, after having fallen 8% in 2020. Production is also forecast to expand another 7% in 2022.
+
+ 
+
+ Mainly driven by clean fuel standards and policy support in
+ the US, global Hydrotreated Vegetal Oil ("HVO") production capacity is expected to nearly double in the next two years, significantly
+ expanding the capability of producing biofuels from waste and residue feedstocks.
+
+ 
+ 
+
+ 6
+
+ 
+
+ 
+
+ 
+
+Acquisition Strategy 
+
+ 
+
+Our management team has extensive experience in
+the renewable energy industry, however there may be companies in other industries that may be attractive acquisition targets. Over the
+course of their careers, the members of our management team and board of directors have developed a broad network of contacts and corporate
+relationships that we believe will be useful for sourcing investment opportunities. Our management team intends to seek an acquisition
+target with a management team demonstrating a strong business track record, which would be complimentary to our own executives. We intend
+to be actively involved in the operation of the acquisition target s business to support the existing management team following
+the business combination, in order to maximize the company s chances for success and growth. We intend to focus on target businesses
+with valuations of at least $200 million. Any evaluation relating to the merits of a particular initial business combination may
+be based on these general criteria as well as other considerations, factors and criteria that our management may deem relevant.
+
+ 
+
+Acquisition Criteria 
+
+ 
+
+Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective targets for our initial business combination. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target that does not meet these criteria and guidelines. We will generally consider the following criteria when evaluating potential acquisition targets:
+
+ 
+
+ Strong Management
+ Team. We will seek to acquire businesses or companies with
+ experienced management teams who have proven track records, and possess similar values and
+ work ethic to our executive officers. We believe these qualities will maximize their ability
+ to accelerate growth and execute a more successful business strategy.
+
+ 
+
+ 
+
+ Growth
+ Potential. We will target companies with significant growth
+ potential where the experience of our management team and our substantial resources would
+ be complimentary to their business, and a business combination and access to capital would
+ accelerate their business strategy.
+
+ 
+
+ 
+
+ Business Model
+Alignment. We will seek companies that demonstrate, or have the potential to develop, sound financial
+performance, with visibility into revenue and cash flow growth, and reasonably predictable future financial performance.
+
+ 
+
+ 
+
+ Long Term Viability.
+We will target companies that demonstrate a likelihood of long-term sustainability as a viable company with the ability to deploy
+growth capital in a profitable manner.
+
+ 
+
+ Value Proposition. We
+ will seek businesses or companies that possess unrecognized value or other value characteristics,
+ desirable potential returns on capital, and a need for capital to achieve their growth strategy.
+
+ 
+
+ 7
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ These criteria listed above are not an exhaustive list. The above guidelines
+ are meant to guide management in acquisition searches and compare qualities of considered businesses. However, we may choose to engage
+ a target business that does not meet these criteria or guidelines.
+
+ 
+
+ In evaluating a prospective acquisition candidate, we expect to conduct
+ a thorough due diligence review which will encompass, among other things, meetings with incumbent management, investors and employees,
+ document reviews, inspection of facilities, as well as a review of scientific, regulatory, operational, financial, legal and other information
+ which will be made available to us. We are not prohibited from pursuing an initial business combination with a company that is affiliated
+ with our sponsor, officers or directors and their respective affiliates. In the event we seek to complete our initial business combination
+ with a company that is affiliated with our sponsor, officers or directors and their respective affiliates, we, or a committee of independent
+ directors, will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority,
+ or FINRA, or a qualified independent accounting firm that our initial business combination is fair to our company from a financial point
+ of view.
+
+ 
+
+ Initial Business Combination
+
+ 
+
+ Our initial business combination must occur with one or more target
+ businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred
+ underwriting commissions and taxes payable and interest previously released for working capital purposes on the income earned on the trust
+ account) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine
+ the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that
+ is a member of FINRA, or an independent accounting firm with respect to the satisfaction of such criteria. Our stockholders may not be
+ provided with a copy of such opinion, nor will they be able to rely on such opinion.
+
+ 
+
+ The net proceeds of this offering and the sale of the private units
+ released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers
+ of a target business with which we complete our initial business combination. If our initial business combination is paid for using equity
+ or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with
+ our initial business combination or used for redemption of our public shares, we may use the balance of the cash released to us from the
+ trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction
+ businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund
+ the purchase of other companies or for working capital.
+
+ 
+
+ In addition, we may be required to obtain additional financing in connection
+ with the closing of our initial business combination to be used following the closing for general corporate purposes as described above.
+ There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances
+ or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop
+ agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would
+ only complete such financing simultaneously with the completion of our initial business combination. At this time, we are not a party
+ to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or
+ otherwise. None of our sponsors, officers, directors or stockholders is required to provide any financing to us in connection with or
+ after our initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund
+ our working capital needs and transaction costs in connection with our search for and completion of our initial business combination.
+ Our amended and restated certificate of incorporation will provide that, following this offering and prior to the consummation of our
+ initial business combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive
+ funds from the trust account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to
+ approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business
+ combination beyond 12 months from the closing of this offering (or up to 21 months from the consummation of this offering if we extend
+ the period of time to consummate a business combination, as described in more detail in this prospectus) or (y) amend the foregoing
+ provisions, unless (in connection with any such amendment to our amended and restated certificate of incorporation) we offer our public
+ stockholders the opportunity to redeem their public shares.
+
+ 
+
+ 
+
+ 8
+
+ 
+
+ 
+
+ 
+ 
+ 
+
+ Our Acquisition Process
+
+ 
+
+ We believe that conducting comprehensive due diligence on prospective
+ investments is particularly important within the renewable energy industry. We will utilize the diligence, rigor, and expertise of our
+ managements respective platforms to evaluate potential targets strengths, weaknesses, and opportunities to identify the
+ relative risk and return profile of any potential target for our initial business combination. Given our management team and advisors 
+ extensive tenure investing in the renewable energy industry, we will often be familiar with a prospective target s end-market, competitive
+ landscape and business model.
+
+ 
+
+ Each of our officers and directors presently has, and any of them in
+ the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or
+ will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business
+ combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or
+ she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our management team is continuously
+ made aware of potential investment opportunities, one or more of which we may desire to pursue for a business combination.
+
+ 
+
+ Our amended and restated certificate of incorporation will provide
+ that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered
+ to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually
+ permitted to undertake and would otherwise be reasonable for us to pursue.
+
+ 
+
+ Our officers have agreed not to become an officer or director of any
+ other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended,
+ or the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed to
+ complete our initial business combination within 12 months after the closing of this offering (or up to 21 months from the consummation
+ of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus).
+
+ 
+
+ Corporate Information
+
+ 
+
+ Our executive offices are located at 4677
+ Old Ironsides Drive, Suite 190, Santa Clara, CA 95054 and our telephone number is 408-919-8000. 
+
+ 
+
+ We are an "emerging growth company," as defined in Section 2(a) of
+ the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the
+ JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to
+ other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply
+ with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure
+ obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding
+ a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
+ If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the
+ prices of our securities may be more volatile.
+
+ 
+
+ In addition, Section 107 of the JOBS Act also provides that an
+ "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of
+ the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can
+ delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take
+ advantage of the benefits of this extended transition period.
+
+ 
+
+ We will remain an emerging growth company
+ until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this
+ offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a
+ large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700
+ million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt
+ securities during the prior three-year period. References herein to "emerging growth company" shall have the meaning
+ associated with it in the JOBS Act.
+
+ 
+
+ 
+
+ 9
+
+ 
+
+ 
+
+ 
+ 
+ 
+
+ The Offering
+
+ 
+
+ In making your decision on whether to invest in our securities,
+ you should take into account not only the backgrounds of the members of our management team and advisors, but also the special risks we
+ face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under
+ the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You
+ should carefully consider these and the other risks set forth in the section of this prospectus entitled "Risk Factors."
+
+ 
+
+ 
+
+ 
+ Securities offered
+ 
+ 7,500,000 units, at $10.00 per unit, each unit consisting of:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ one share of Class A common stock;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ one redeemable warrant; and. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ one right.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Each redeemable warrant entitles the holder thereof to purchase one-half (1/2) of one share of Class A common stock at a price of $11.50 per full share. Because the warrants may only be exercised for whole numbers of shares, only an even number of warrants may be exercised at any given time. Every ten rights entitle the holder to receive one share of Class A common stock share upon consummation of our initial business combination.
+
+ 
+ 
+ 
+ 
+
+ 
+ Proposed Nasdaq symbols 
+ 
+ Units: "REAIU" 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Class A Common Stock: "REAI" 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Warrants: "REAIW" 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Rights: "REAIR" 
+
+ 
+ 
+ 
+ 
+
+ 
+ Trading commencement and separation of Class A common stock and warrants
+ 
+ The units will begin trading on or promptly after the date of this prospectus. The Class A common stock, warrants and rights comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the representative informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock, warrants and rights commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock, warrants and rights.
+
+ 
+
+ 
+
+ 10
+
+ 
+
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ Separate
+ trading of the Class A common stock, warrants and rights is prohibited until we have filed a Current
+ Report on Form 8-K
+ 
+ 
+ In no event will the Class A common stock, warrants
+and rights be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet
+reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly
+after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters 
+over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current
+Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment
+option.
+
+ 
+
+ 
+
+Units:
+ 
+ 
+
+ 
+ 
+ 
+
+Number outstanding before this offering
+ 
+0
+
+ 
+ 
+ 
+
+Number to be sold in the private placement
+ 
+280,625(1)
+
+ 
+ 
+ 
+
+Number outstanding after this offering
+ 
+7,780,625(1)(5)
+
+ 
+ 
+ 
+
+Common stock:
+ 
+ 
+
+ 
+ 
+ 
+
+Number outstanding before this offering
+ 
+2,156,250 shares of Class B common stock(2)(3)
+
+ 
+ 
+ 
+
+Number to be sold in the private placement
+ 
+280,625(1) shares of Class A common stock
+
+ 
+ 
+ 
+
+Number outstanding after this offering
+ 
+9,693,125 shares of Class A common stock and Class B common stock(1)(3)(4)(5)
+
+ 
+ 
+ 
+
+Rights:
+ 
+ 
+
+ 
+ 
+ 
+
+Number of rights issued and outstanding before this offering
+ 
+
+0
+
+ 
+ 
+ 
+
+Number to be sold in private placement
+ 
+280,625(1)
+
+ 
+ 
+ 
+
+Number of rights issued and outstanding after this offering and the private placement
+ 
+7,780,625(1)(5)
+
+ 
+ 
+ 
+
+Redeemable Warrants:
+ 
+ 
+
+ 
+ 
+ 
+
+Number
+of warrants outstanding before this offering
+ 
+0
+
+ 
+ 
+ 
+
+Number underlying the private units to be sold in a private placement 
+ 
+280,625(1)
+
+ 
+ 
+ 
+
+Number of warrants to be outstanding after this offering and the private placement
+ 
+7,780,625(1)(5)
+
+ 
+
+ 11
+
+ 
+
+ 
+
+ 
+ 
+ 
+
+Exercisability
+ 
+Each redeemable warrant entitles the holder thereof to purchase one-half (1/2) of one share of Class A common stock at a price of $11.50 per full share, subject to adjustment as described in this prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This means that only an even number of warrants may be exercised at any given time by a warrant holder. 
+
+ 
+ 
+ 
+
+Exercise price
+ 
+$11.50 per full share, subject to
+adjustment as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked
+securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or
+effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to
+be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates,
+without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the
+ "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total
+equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation
+of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A
+common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial
+business combination (such price, the "Market Value") is below $9.20 per share, then the exercise price of the warrants
+will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the
+$18.00 per share redemption trigger price described below under "Redemption of warrants" will be adjusted (to the
+nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
+
+ 
+
+(1)Assumes no exercise
+of the underwriters over-allotment option and the forfeiture by our sponsor of 281,250 founder shares.
+
+(2)Includes up to
+281,250 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment
+option is exercised.
+
+(3)The shares of common
+stock included in the units are Class A common stock. Founder shares are classified as shares of Class B common stock, which
+shares are convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below
+adjacent to the caption "Founder shares conversion and anti-dilution." The representative s shares to be issued to
+Maxim Group LLC and/or its designees are Class A common stock.
+
+(4)Includes 7,500,000 public shares, 1,875,000 founder shares, 280,625 shares of Class A common stock underlying the private units
+and 37,500 shares of Class A common stock to be issued to Maxim Group LLC and/or its designees.
+
+(5)Excludes the securities underlying the underwriters unit purchase option.
+
+ 
+
+ 12
+
+ 
+
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ Exercise period
+ 
+ The warrants
+ will become exercisable at any time commencing 30 days after the completion of our initial business combination.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable after the closing of our initial business combination, we will use our best efforts to file, and within 60 business days following our initial business combination to have declared effective, a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed No warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of Class A common stock. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective within the specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account.
+
+ 
+ 
+ 
+ 
+
+ 
+ Redemption of warrants
+ 
+ Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private warrants): 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ at a price of $0.01 per warrant;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ if, and only
+ if, the last sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends,
+ reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day
+ prior to the date on which we send the notice of redemption to the warrant holders, and
+
+ 
+
+ if, and only if, there is a current registration
+ statement in effect with respect to the shares of Class A common stock underlying such warrants.
+
+ 
+
+ 
+
+ 13
+
+ 
+
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ If
+ we call the warrants for redemption as described above, our management will have the option to require all holders that wish to
+ exercise warrants to do so on a "cashless basis." In such event, each holder would pay the exercise price by
+ surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing
+ (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference
+ between the exercise price of the warrants and the "fair market value" (defined below) by (y) the fair market
+ value. The "fair market value" shall mean the average reported last sale price of the shares of Class A common
+ stock for the five trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the
+ holders of warrants. Please see the section of this prospectus entitled "Description of Securities —
+ Redeemable Warrants — Public Stockholders Warrants" for additional information. 
+
+ 
+ 
+ 
+ 
+
+ 
+ Terms of rights
+ 
+ Except in cases where we are not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of one share of Class A common stock upon consummation of our initial business combination. We will not issue fractional shares in connection with an exchange of rights. Fractional shares will be rounded down to the nearest whole share. As a result, you must hold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a business combination. In the event we will not be the surviving company upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one share of Class A common stock underlying each right upon consummation of the business combination. If we are unable to complete an initial business combination within the required time period and we redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.
+
+ 
+ 
+ 
+ 
+
+ 
+ Founder shares
+ 
+ On May 18, 2021, our sponsor acquired 2,156,250 founder shares for an aggregate purchase price of $25,000. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering (excluding the representative s shares and the shares of Class A common stock underlying the private units). As such, our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering and excluding the representative s shares and shares of Class A common stock underlying the private units). If we increase or decrease the size of the offering, we will effect a stock dividend or share contribution back to capital, as applicable, with respect to our Class B common stock immediately prior to the consummation of this offering in such amount as to maintain the ownership of our initial stockholders prior to this offering at 20% of the issued and outstanding shares of our common stock upon the consummation of this offering (excluding the representative s shares and the shares of Class A common stock underlying the private units). Up to 281,250 founder shares will be subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised so that our initial stockholders will maintain ownership of 20% of our common stock after this offering (excluding the representative s shares and the shares of Class A common stock underlying the private units). 
+
+ 
+
+ 
+
+ 14
+
+ 
+
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ the founder shares are shares of Class B common stock that automatically convert into shares of our Class A common stock at the closing of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ the holders of founder shares have the right to elect all of our directors prior to our initial business combination; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ the founder shares are subject to certain transfer restrictions, as described in more detail below; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ our
+ sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed
+ (i) to waive their redemption rights with respect to any founder shares and any public shares held by them in connection
+ with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder
+ shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated certificate of
+ incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial
+ business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months
+ from the closing of this offering (or up to 21 months from the consummation of this offering if we extend the period of time to
+ consummate a business combination, as described in more detail in this prospectus) or (B) with respect to any other provision
+ relating to stockholders rights or pre-initial business combination activity and (iii) to waive their rights to
+ liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial
+ business combination within 12 months from the closing of this offering (or up to 21 months from the consummation of this offering if we extend the period of time to consummate a business
+combination, as described in more detail in this prospectus), although they will be entitled to liquidating
+ distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business
+ combination within the prescribed time frame. If we submit our initial business combination to our stockholders for a vote, we will
+ complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of
+ the initial business combination; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ sponsor, officers and directors have agreed to vote any founder shares held by them, any shares of Class A common stock
+ underlying the private units held by them and any public shares purchased during or after this offering in favor of our initial
+ business combination. As a result, in addition to their founder shares, we would need 2,672,189, or 35.6%, of the 7,500,000 public
+ shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our
+ initial business combination approved (assuming the over-allotment option is not exercised) or in the event that only the minimum
+number of shares representing a quorum is present at a stockholders meeting held to vote on our initial business combination, in
+addition to our founder shares, we would need only 258,282, or 3.4%, of the 7,500,000 public shares sold in this offering to be voted
+in favor of a transaction; and 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ the founder shares are subject to registration rights. 
+
+ 
+
+ 15
+
+ 
+
+ 
+
+ 
+
+ 
+ Transfer restrictions on founder shares and private units
+ 
+ Our sponsor, directors and officers have agreed to place their
+founder shares into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company,
+acting as escrow agent, which shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) 180 days
+after the completion of our initial business combination or (B) subsequent to our initial business combination, the date on which
+we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our public stockholders
+having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under the
+section of this prospectus entitled "Principal Stockholders — Restrictions on Transfers of Founder Shares and Private
+units"). We refer to such transfer restrictions throughout this prospectus as the lock-up. Our sponsor has also agreed not to transfer,
+assign or sell any of the private units, including the underlying private shares and private warrants (except in connection with the
+same limited exceptions that the founder shares may be transferred as described above), until after the completion of our initial business
+combination. Notwithstanding the foregoing, if the last sales price of our common stock equals or exceeds $12.00 per share (as adjusted
+for stock splits, stock dividends, reorganizations, recapitalizations and the like) for an 20 trading days within any 30-day trading
+period 150 days after our initial business combination, the founder shares will be released from such lock-up.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Founder shares conversion and
+ anti-dilution rights
+
+ 
+ 
+ 
+
+ The shares of Class B common stock will automatically convert
+ into shares of our Class A common stock at the closing of our initial business combination on a one-for-one basis, subject to adjustment
+ for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.
+ In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection
+ with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares
+ will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon
+ the completion of this offering (excluding the representative s shares and the shares of Class A common stock underlying the
+ private units), plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise
+ of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation
+ of the initial business combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or
+ convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any
+ private placement-equivalent warrants issued to our sponsor, officers or directors upon conversion of working capital loans or extension
+ loans; provided that such conversion of founder shares will never occur on a less than one for one basis.
+
+ 
+
+ 16
+
+ 
+
+ 
+
+ 
+
+ 
+ Voting
+ 
+ Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law. Each share of common stock will have one vote on all such matters. However, the holders of the founder shares have the right to elect all of our directors prior to our initial business combination. 
+
+ 
+ 
+ 
+ 
+
+ 
+ Private units
+ 
+ Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 280,625 private units (or 303,125 if the over-allotment option is exercised in full), at a price of $10.00 per unit ($2,806,250 in the aggregate or $3,031,250 in the aggregate if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. A private unit will be comprised of one share of Class A common stock, one redeemable warrant and one right. The private units are identical to the units sold as part of the units in this offering, except as described in this prospectus. 
+
+ 
+ 
+
+ 
+ 
+ 
+ A portion of the purchase price of the private units will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $75.0 million (or approximately $86.25 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 12 months from the closing of this offering (or up to 21 months from the consummation of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), the proceeds from the sale of the private units held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private units will expire worthless. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Our sponsor has agreed to waive its redemption rights with respect
+to any shares of Class A common stock underlying the private units (i) in connection with the consummation of a business combination,
+(ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance
+or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter
+prior thereto, to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing
+of this offering (or up to 21 months from the consummation of this offering if we extend the period of time to consummate a business
+combination, as described in more detail in this prospectus), or with respect to any other provision relating to stockholders 
+rights or pre-initial business combination activity and (iii) if we fail to consummate a business combination within 12 months from
+the closing of this offering (or up to 21 months from the consummation of this offering if we extend the period of time to consummate
+a business combination, as described in more detail in this prospectus) or if we liquidate prior to the expiration of the 12 month period
+(or up to 21 months from the consummation of this offering if we extend the period of time to consummate a business combination, as described
+in more detail in this prospectus). However, our sponsor will be entitled to redemption rights with respect to any public shares that
+it holds if we fail to consummate a business combination or liquidate within the 12 month period (or up to 21 months from the consummation
+of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus).
+
+ 
+ 
+ 
+ 
+
+ 
+ Transfer restrictions on private units
+ 
+ 
+ The private units and their component securities will not be transferable,
+ assignable or salable until 30 days after the consummation of our initial business combination except to permitted transferees.
+
+ 
+
+ 
+
+ 
+
+ 17
+
+ 
+
+ 
+
+ 
+
+ 
+ Proceeds to be held in trust account
+ 
+ The rules of Nasdaq provide that at
+least 90% of the gross proceeds from this offering and the sale of the private units be deposited in a trust account. Of the net proceeds
+of this offering and the sale of the private units, $75,000,000, or $10.00 per unit ($86,250,000, or $10.00 per unit, if the underwriters 
+over-allotment option is exercised in full) will be placed into a U.S.-based trust account, with Continental Stock Transfer &
+Trust Company acting as trustee. These proceeds include $2,250,000 (or $2,587,500 if the underwriters over-allotment option is
+exercised in full) in deferred underwriting commissions.
+
+ 
+
+ 
+ 
+ 
+ Except with respect to interest earned on the funds held in the trust account that may be released to us for working capital purposes or to pay our tax obligations, the proceeds from this offering and the sale of the private units that are deposited in the trust account will not be released from the trust account until the earliest of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 21 months from the consummation of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) or (ii) with respect to any other provision relating to stockholders rights or pre-initial business combination activity and (c) the redemption of our public shares if we are unable to complete our business combination within 12 months from the closing of this offering (or up to 21 months from the consummation of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. 
+
+ 
+ 
+
+ 18
+
+ 
+
+ 
+
+ 
+
+ 
+ Anticipated expenses and funding sources
+ 
+ Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof. Based upon an assumed interest rate of 0.05%, we expect the trust account to generate approximately $37,500 of interest annually.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Unless and until we complete our initial business combination, we may pay our expenses only from:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ the net proceeds of this offering and the sale of the private warrants not held in the trust account, which will be $500,000 in working capital after the payment of $806,250 in expenses (excluding underwriting commissions) relating to this offering; and 
+
+ 
+ 
+
+ 
+ 
+ 
+ any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination.
+
+ 
+ 
+ 
+ 
+
+ 
+ Conditions to completing our initial business combination
+ 
+ 
+ There is no limitation on our ability to raise funds privately
+or through loans in connection with our initial business combination. Our initial business combination must occur with one or more target
+businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred
+underwriting commissions and interest income earned on the trust account that is released for working capital purposes or to pay taxes)
+at the time of the agreement to enter into the initial business combination.
+
+ 
+
+ 
+ 
+ 
+ If our board is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses.
+
+ 
+
+ 19
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. 
+
+ 
+ 
+
+ 
+ Permitted purchases of public shares by our affiliates
+ 
+ If we seek shareholder approval of our initial business combination and we do not
+conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders,
+directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either
+prior to or following the completion of our initial business combination. There is no limit on the number of shares our sponsor, directors,
+officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of
+Nasdaq. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms
+or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in
+possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under
+the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would
+constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the
+going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases
+are subject to such rules, the purchasers will comply with such rules.
+
+ 
+ 
+
+ 20
+
+ 
+
+ 
+
+ 
+
+ 
+ Redemption rights for public stockholders upon completion of our initial business combination
+ 
+ 
+ We will provide our public stockholders with the opportunity
+to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable
+in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our
+initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay
+our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust
+account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem
+their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption
+rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have
+entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder
+shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our business
+combination or otherwise and to waive their redemption rights with respect to their founder shares and public shares in connection with
+a shareholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance
+or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares
+if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 21 months from the
+consummation of this offering if we extend the period of time to consummate a business combination, as described in more detail in this
+prospectus) or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination
+activity.
+
+ 
+ 
+
+ 
+ Manner of conducting redemptions
+ 
+ We will provide our public stockholders with the opportunity to redeem all or a portion
+of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting
+called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder
+approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based
+on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder
+approval under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require
+shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20%
+of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require shareholder approval.
+We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval
+is required by law or stock exchange listing requirements or we choose to seek shareholder approval for business or other legal reasons.
+So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules.
+
+ 
+ 
+
+ 21
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Upon the public announcement of our business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 under the Exchange Act to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
+
+ 
+
+ 
+ 
+ 
+ In the event that we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s "penny stock" rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.
+
+ 
+ 
+
+ 
+ 
+ 
+ If, however, shareholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other legal reasons, we will:
+
+ 
+
+ 
+ 
+ 
+ conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ file proxy materials with the SEC.
+
+ 
+ 
+
+ 22
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ If we seek shareholder
+approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted
+in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of
+outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the
+company entitled to vote at such meeting. Our sponsor, officers and directors will count towards this quorum and have agreed to vote
+their founder shares, any shares of Class A common stock underlying the private units held by them and any public shares purchased
+during or after this offering in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding
+shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.
+As a result, in addition to our sponsor, officers and directors founder shares, we would need 2,672,189, or 35.6%, of the 7,500,000
+public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have
+our initial business combination approved (assuming the over-allotment option is not exercised) or in the event that only the minimum
+number of shares representing a quorum is present at a stockholders meeting held to vote on our initial business combination,
+in addition to our founder shares, we would need only 258,282, or 3.4%, of the 7,500,000 public shares sold in this offering to be voted
+in favor of a transaction.
+
+ 
+
+ 
+ 
+ 
+ We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our sponsor, officers and directors, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.
+
+ 
+
+ 
+ 
+ 
+ We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed business combination is not approved and we continue to search for a target company, we will promptly return any certificates delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares.
+
+ 
+ 
+
+ 23
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ Our amended and restated certificate of incorporation will provide that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s "penny stock" rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof.
+
+ 
+
+ 
+ Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold shareholder vote
+ 
+ 
+ Notwithstanding the foregoing redemption rights, if we seek
+shareholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination
+pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public shareholder, together
+with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group"
+(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
+of 15% of the shares sold in this offering. We believe the restriction described above will discourage stockholders from accumulating
+large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or
+our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent
+this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise
+its redemption rights against a business combination if such holder s shares are not purchased by us or our management at a premium
+to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than
+15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt
+to block our ability to complete our business combination, particularly in connection with a business combination with a target that
+requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our
+stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the
+shares sold in this offering) for or against our business combination.
+
+ 
+ 
+
+ 24
+
+ 
+
+ 
+
+ 
+
+ 
+ Redemption rights in connection with proposed amendments to our certificate of incorporation
+ 
+ 
+ Some other blank check companies have a provision in their
+charter which prohibits the amendment of certain charter provisions. Our amended and restated certificate of incorporation will provide
+that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering
+and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide
+redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled
+to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended
+if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate
+of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable
+provisions of the Delaware General Corporation Law, or DGCL, or applicable stock exchange rules. We may not issue additional securities
+that can vote on amendments to our amended and restated certificate of incorporation or in our initial business combination or that would
+entitle holders to receive funds from the trust account. Our initial stockholders, who will collectively beneficially own 20% of our
+common stock upon the closing of this offering (assuming they do not purchase any units in this offering and excluding the representative s
+shares and the shares of Class A common stock underlying the private units), will participate in any vote to amend our amended and
+restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor,
+executive officers, and directors have agreed, pursuant to a letter agreement with us (filed as an exhibit to the registration statement
+of which this prospectus forms a part), that they will not propose any amendment to our amended and restated certificate of incorporation
+(i) that would modify the substance or timing of our obligation to allow redemption in connection with our initial business combination
+or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this
+offering (or up to 21 months from the consummation of this offering if we extend the period of time to consummate a business combination,
+as described in more detail in this prospectus) or (ii) with respect to any other material provision relating to stockholders 
+rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares
+of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
+then on deposit in the trust account, including interest (which interest shall be net of taxes payable and amounts released to us for
+working capital purposes) divided by the number of then outstanding public shares. Our sponsor, officers and directors have entered into
+a letter agreement with us pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and
+any public shares held by them in connection with the completion of our initial business combination and to waive their redemption rights
+with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and
+restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection
+with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
+12 months from the closing of this offering (or up to 21 months from the consummation of this offering if we extend the period of time
+to consummate a business combination, as described in more detail in this prospectus) or (B) with respect to any other provision
+relating to stockholders rights or pre-initial business combination activity.
+
+ 
+
+ 25
+
+ 
+
+ 
+
+ 
+
+ 
+ Release of funds in trust account on closing of our initial business combination
+ 
+ 
+ On the completion of our initial business combination, all
+amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public stockholders who exercise
+their redemption rights as described above under "Redemption rights for public stockholders upon completion of our initial business
+combination," to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable
+to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business
+combination. If our initial business combination is paid for using equity or debt instruments, or not all of the funds released from
+the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance
+of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations
+of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business
+combination, to fund the purchase of other assets, companies or for working capital.
+
+ 
+
+ 
+ Redemption of public shares and distribution and liquidation if no initial business combination
+ 
+ 
+ Our amended and restated certificate of incorporation provides
+that we will have only 12 months from the closing of this offering (or up to 21 months from the consummation of this offering if we extend
+the period of time to consummate a business combination, as described in more detail in this prospectus) to complete our initial business
+combination. If we are unable to complete our initial business combination within such time period, we will: (i) cease all operations
+except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
+the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including
+interest earned on the funds held in the trust account and not previously released to us for working capital purposes or to pay our taxes
+(less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption
+will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions,
+if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
+of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware
+law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating
+distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination within the applicable
+time period.
+
+ 
+ 
+
+ 26
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ Our sponsor, officers and directors have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 12 months from the closing of this offering (or up to 21 months from the consummation of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus). However, if our sponsor, officers or directors acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time period.
+
+ 
+
+ 
+ 
+ 
+ The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.
+
+ 
+
+ 
+ Ability to extend time to complete business combination 
+ 
+ 
+ If we anticipate that we may not be able to consummate our initial
+business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate
+a business combination up to three times, each by an additional three months (for a total of up to 21 months to complete a business combination),
+subject to the sponsor depositing additional funds into the trust account as set out below. Pursuant to the terms of our amended and restated
+certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company
+on the date of this prospectus, in order for the time available for us to consummate our initial business combination to be extended,
+our sponsor or its affiliates or designees, upon five business days advance notice prior to the applicable deadline, must deposit into
+the trust account $750,000, or $862,500 if the underwriters over-allotment option is exercised in full ($0.10 per unit in either
+case), on or prior to the date of the applicable deadline, for each of the available three month extensions, providing a total possible
+business combination period of 21 months at a total payment value of $2,250,000, or $2,587,500 if the underwriters over-allotment
+option is exercised in full ($0.10 per unit in either case). Any such payments would be made in the form of non-interest bearing loans.
+If we complete our initial business combination, we will, at the option of our sponsor, repay such loaned amounts out of the proceeds
+of the trust account released to us or convert a portion or all of the total loan amount into units at a price of $10.00 per unit, which
+units will be identical to the public units. If we do not complete a business combination, we will repay such loans only from funds held
+outside of the trust account. Furthermore, the letter agreement with our initial stockholders contains a provision pursuant to which our
+sponsor has agreed to waive its right to be repaid for such loans to the extent there is insufficient funds held outside of the trust
+account in the event that we do not complete a business combination. Our sponsor and its affiliates or designees are not obligated to
+fund the trust account to extend the time for us to complete our initial business combination.
+
+ 
+ 
+
+ 27
+
+ 
+
+ 
+
+ 
+
+ 
+ Limited payments to insiders
+ 
+ There will be no finder s fees, reimbursements or cash payments made to our sponsor, existing officers, directors or advisors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to this offering to be paid either prior to or in connection with our initial business combination. In addition, the following payments will be made to our sponsor, officers, directors or advisors, or our or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination:
+
+ 
+
+ 
+ 
+ 
+ Repayment of an aggregate of up to $300,000 in loans made to us by our sponsor and/or its affiliates; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Payment to our
+ sponsor of a total of $10,000 per month for office space, utilities and secretarial and administrative services commencing on the date
+ that our securities are first listed on Nasdaq;
+
+ 
+
+ Repayment of loans
+ made by our sponsor or its designees at the closing of our initial business combination in connection with extensions of the period of
+ time to consummate a business combination (as described in more detail in this prospectus); and
+
+ 
+
+ 
+ 
+ 
+ Repayment of loans which may be made by our sponsor or an affiliate
+of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination,
+the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such
+loans may be convertible into units, at a price of $10.00 per unit at the option of the lender. The units would be identical to the public
+units, including the warrants included therein as to exercise price, exercisability and exercise period.
+
+ 
+
+ 28
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or advisors, or our or their affiliates.
+
+ 
+
+ 
+ Audit Committee
+ 
+ We will establish and maintain an audit committee, which will be composed entirely of independent directors to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled "Management — Committees of the Board of Directors — Audit Committee."
+
+ 
+ 
+
+ 
+ Conflicts of Interest
+ 
+ Although we do not believe any conflict currently exists between us and our sponsor, officers and directors, our sponsor, officers, directors, or their respective affiliates may compete with us for acquisition opportunities. If such entities decide to pursue an opportunity, we may be precluded from procuring such opportunity. Neither our sponsor, officers, nor directors will have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member specifically in his or her capacity as an officer or director of the Company. Our management team and/or our advisors, in their capacities as employees or affiliates of our sponsor or in their other endeavors, may be required to present potential business combinations to future sponsor affiliates or third parties, before they present such opportunities to us.
+
+ 
+
+ 
+ 
+ 
+ Our officers have agreed not to become an officer or director of any other special purpose acquisition company with a class of securities registered under the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 12 months after the closing of this offering (or up to 21 months from the consummation of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus).
+
+ 
+
+ 
+ Indemnity
+ 
+ Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification obligations. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. 
+
+ 
+ 
+ 
+
+ Unit purchase option
+ 
+ We have agreed to sell to the representative (and/or its designees)
+an option to purchase up to 375,000 units (or 431,250 units if the underwriters over-allotment option is exercised in full) exercisable,
+in whole or in part, at $11.00 per unit, on the effective date of this prospectus. The units issuable upon exercise of this option are
+identical to those offered by this prospectus, except as described herein. The purchase option may be exercised for cash or on a cashless
+basis, at the holder s option, at any time during the period commencing on the closing of our initial business combination and
+terminating on the fifth anniversary of the effective date of the registration statement. Notwithstanding anything to the contrary, neither
+the option nor the warrants underlying the option shall be exercisable after the fifth anniversary of the effective date of the registration
+statement of which this prospectus forms a part. See "Underwriting."
+
+ 
+
+ 29
+
+ 
+
+ 
+
+ 
+
+Risks
+
+ 
+
+We are a newly formed company that has conducted
+no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate
+no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background
+of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance
+with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors
+in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this
+offering, please see the section of this prospectus entitled "Proposed Business — Comparison of This Offering to Those
+of Blank Check Companies Subject to Rule 419." You should carefully consider these and the other risks set forth in the section
+of this prospectus entitled "Risk Factors."
+
+ 
+
+Summary Financial Data
+
+ 
+
+The following table summarizes the relevant financial
+data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant
+operations to date, so only balance sheet data is presented.
+
+ 
+
+ 
+ 
+ As of
+ September 30, 2021 
+
+ 
+ 
+ Actual 
+ As
+ Adjusted (1) 
+
+ 
+ Balance Sheet Data: 
+ 
+ 
+
+ 
+ Working
+ capital (deficiency) (2) 
+ $ (85,562 ) 
+ $ 73,270,538 
+
+ 
+ Total
+ assets (3) 
+ $ 109,000 
+ $ 75,520,538 
+
+ 
+ Total
+ liabilities (4) 
+ $ 88,562 
+ $ 2,250,000 
+
+ 
+ Value
+ of common stock subject to possible redemption/tender(5) 
+ $ - 
+ $ 75,000,000 
+
+ 
+ Stockholders equity (deficit) 
+ $ 20,438 
+ $ (1,729,462 ) 
+
+ 
+
+ 
+
+(1)Assumes the over-allotment option has not been exercised and
+the resulting forfeiture of 281,250 founder shares held by our sponsor has occurred.
+
+ 
+
+ (2) The "as adjusted" working capital (deficit)
+ includes $75,000,000 of cash held in trust from the proceeds of this offering and the sale
+ of the private placement units, plus $500,000 of cash held outside the trust account, less
+ $2,250,000 for the deferred underwriting discounts and commissions, plus $100 for the sale
+ of the unit purchase option and plus $20,438 of actual stockholder s equity at September
+ 30, 2021. 
+
+ 
+
+ (3) The "as adjusted" total assets includes
+ $75,000,000 of cash held in trust from the proceeds of this offering and the sale of the
+ private placement units, plus $500,000 of cash held outside the trust account, plus $100
+ for the sale of the unit purchase option, plus $20,438 of actual stockholder s equity
+ at September 30, 2021. The actual deferred offering costs of $106,000 will be reclassified
+ as a charge to additional paid-in capital from the gross proceeds in connection with the
+ consummation of the offering. Any additional offering costs will also be charged to additional
+ paid-in capital. 
+
+ 
+
+ (4) The "as adjusted" total liabilities includes
+ $2,250,000 for the deferred underwriting discounts and commissions. The actual liabilities
+ of $88,562 at September 30, 2021 represents $88,562 of a related party loan from our sponsor,
+ which will be repaid using the proceeds received from the offering on the date the offering
+ is consummated. The $2,250,000 of deferred underwriting discounts is not due until an initial
+ business combination is consummated, for which we have until 12 months from the Effective
+ Date to consummate (or up to 21 months from the consummation of this offering if we extend
+ the period of time to consummate a business combination, as described in more detail in this
+ prospectus). 
+
+ 
+
+ (5) Excludes 7,500,000 shares of common stock purchased
+ in the public market which are subject to redemption in connection with our initial business
+ combination. The "as adjusted" calculation equals the "as adjusted"
+ total assets, less the "as adjusted" total liabilities, less the value of ordinary
+ shares that may be redeemed in connection with our initial business combination (approximately
+ $10.00 per share). 
+
+ 
+
+If no business combination is completed within
+12 months from the closing of this offering (or up to 21 months from the consummation of this offering if we extend the period of time
+to consummate a business combination, as described in more detail in this prospectus), the proceeds then on deposit in the trust account
+including interest earned on the funds held in the trust account and not previously released to us to pay our taxes or for working capital
+purposes (less up to $50,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor,
+directors and officers have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder
+shares held by them if we fail to complete our initial business combination within such time period.
+
+ 
+
+ 30
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001874218_revelstone_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001874218_revelstone_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..044e4003121b9b8976ba95dd0a0896032213d2e5
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001874218_revelstone_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Revelstone Capital Acquisition Corp. is a newly incorporated blank check company, incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any industry or geographic location, we intend to focus our search for a target business that capitalizes on our sponsor s sector expertise, network and experience. Definitions Unless otherwise stated in this prospectus or the context otherwise requires, references to: 5% anchor investors are to the up to five (5) qualified institutional buyers or institutional accredited investors which are not affiliated with us, our sponsor, our directors or any member of our management and that have each expressed to us an interest in purchasing up to 3,750,000 units in this offering and have each agreed to purchase from our sponsor 56,250 founder shares, or an aggregate of 281,250 founder shares, at their original purchase price of approximately $0.006 per share, subject to each anchor investor purchasing 100% of the units allocated to it by the underwriters in this offering, as further described herein; 7.5% anchor investors are to the up to four (4) qualified institutional buyers or institutional accredited investors which are not affiliated with us, our sponsor, our directors or any member of our management and that have each expressed to us an interest in purchasing up to 4,500,000 units in this offering and have each agreed to purchase from our sponsor 84,375 founder shares, or an aggregate of 337,500 founder shares, at their original purchase price of approximately $0.006 per share, subject to each anchor investor purchasing 100% of the units allocated to it by the underwriters in this offering, as further described herein; 9% anchor investors are to the up to five (5) qualified institutional buyers or institutional accredited investors which are not affiliated with us, our sponsor, our directors or any member of our management and that have each expressed to us an interest in purchasing up to 6,750,000 units in this offering and have each agreed to purchase from our sponsor 101,250 founder shares, or an aggregate of 506,250 founder shares, at their original purchase price of approximately $0.006 per share, subject to each anchor investor purchasing 100% of the units allocated to it by the underwriters in this offering, as further described herein; anchor investors are to, collectively, the 5% anchor investors, the 7.5% anchor investors, and the 9% anchor investors; common stock are to shares of our Class A common stock and our Class B common stock; directors are to our current directors and our director nominees named in this prospectus; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering and shares of our Class A common stock that will be issued upon the conversion thereof as provided herein; initial stockholders are to our sponsor and the other holders of our founder shares prior to this offering, including the Roth affiliates; letter agreement are to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; management or our management team are to our directors and officers; TABLE OF CONTENTS If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant(2) 17,250,000 $ 10.00 $ 172,500,000 $ 15,990.75 Shares of Class A common stock included as part of the units(3)(4) 17,250,000 (5) Redeemable warrants included as part of the units(3)(4) 8,625,000 (5) Shares of Class A common stock underlying the redeemable warrants 8,625,000 $ 11.50 $ 99,187,500 $ 9,194.68 Total $ 271,687,500 $ 25,185.43 (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 2,250,000 units, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) Maximum number of shares of our Class A common stock and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriters. (5) No fee pursuant to Rule 457(g) under the Securities Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine TABLE OF CONTENTS private placement warrants are to the warrants issued to our sponsor, Roth and Roth affiliates in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor, directors and officers to the extent our sponsor, directors or officers purchase public shares, provided their status as a public stockholder shall only exist with respect to such public shares; Roth are to Roth Capital Partners, LLC, one of the underwriters in this offering; Roth affiliates are to certain entities and individuals affiliated with Roth, who are purchasing founder shares and private placement warrants; second amended and restated certificate of incorporation are to our second amended and restated certificate of incorporation to be in effect upon completion of this offering; sponsor are to Revelstone Capital, LLC, a Delaware limited liability company; warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and we, us, our and our company are to Revelstone Capital Acquisition Corp., a Delaware corporation. All references in this prospectus to shares of the company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Delaware law. All references to the conversion of shares of our Class B common stock shall take effect as a redemption of such shares of our Class B common stock and issuance of the corresponding shares of our Class A common stock as a matter of Delaware law. Any stock dividends described in this prospectus shall take effect as share capitalizations as a matter of Delaware law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture by our sponsor of 562,500 founder shares. Our Company Revelstone Capital Acquisition Corp., a Delaware corporation, is a blank check company incorporated on April 5, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any potential business combination target with respect to an initial business combination with us. To date, our efforts have been limited to organizational activities and activities related to this offering. We have generated no operating revenues to date and we do not expect that we will generate operating revenues unless and until we consummate our initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the sale of the private placement warrants, debt or a combination of cash, shares of stock and debt. Although we may pursue a business combination in any industry, our objective is to identify and consummate a business combination with a business in the consumer, media and/or technology sectors that leverages D2C engagement as its primary go-to-market channel. We believe that the COVID-19 pandemic has increased consumers focus on health, wellness and fitness, while simultaneously accelerating consumers adoption of digital and mobile commerce platforms. In addition, we believe that digital ubiquity, the proliferation of mobile devices and the increasing consumer focus on health, wellness and fitness creates a significant opportunity for established D2C and digitally native brands focused on health, wellness and fitness (which we refer to as active consumer brands throughout this prospectus) to expand their customer bases, enhance market share and create sustainable value. We believe that the deal generation, sector expertise, execution and operational capabilities of our management team, which is led by our Co-Chief Executive Officers, Morgan Callagy and Daniel Neukomm, TABLE OF CONTENTS SUBJECT TO COMPLETION, DATED DECEMBER 7, 2021 PRELIMINARY PROSPECTUS $150,000,000 Revelstone Capital Acquisition Corp. 15,000,000 Units Revelstone Capital Acquisition Corp. is a newly incorporated blank check company, incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any industry or geographic location (subject to certain limitations described in this prospectus), we intend to focus our search for a target business that leverages direct-to-consumer (D2C) engagement as its primary go-to-market channel, by concentrating our efforts in the consumer, media and/or technology sectors. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of twelve months from the date of this offering or 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have also granted the underwriters a 45-day option to purchase up to an additional 2,250,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding shares of our Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we have not completed our initial business combination within 18 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Revelstone Capital, LLC, a Delaware limited liability company (which we refer to as our sponsor throughout this prospectus), Roth Capital Partners, LLC, one of the underwriters, and certain of their affiliates, have committed to purchase an aggregate of 5,800,000 private placement warrants (or 6,475,000 warrants if the underwriters over-allotment option is exercised in full) at a price of $1.00 per warrant ($5,800,000 in the aggregate or $6,475,000 in the aggregate if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each private placement warrant entitles the holder thereof to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as provided herein. Up to 14 qualified institutional buyers or institutional accredited investors which are not affiliated with us, our sponsor, our directors or any member of our management, and which we refer to as the 5% anchor investors, the 7.5% anchor investors and the 9% anchor investors, respectively (each as defined elsewhere in this prospectus), and which we collectively refer to as the anchor investors throughout this prospectus, have each expressed to us an interest in purchasing up to 3,750,000 units, 4,500,000 units and 6,750,000 units, respectively, in this offering at the offering price of $10.00, and such allocations will be determined by the underwriters. There can be no assurance that all 14 anchor investors will acquire any units in this offering, or as to the amount of such units the anchor investors will retain, if any, prior to or upon the consummation of our initial business combination. There is also no guarantee that all 14 anchor investors will participate in the offering. Subject to each anchor investor purchasing 100% of the units allocated to it by the underwriters in this offering, in connection with the closing of this offering our sponsor will sell 281,250 founder shares to the 5% anchor investors, 337,500 founder shares to the 7.5% anchor investors, and 506,250 founder shares to the 9% anchor investors, or an aggregate of 1,125,000 founder shares the anchor TABLE OF CONTENTS will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination, and bring compelling value to shareholders of the post-business combination company. In particular, each of Mr. Callagy and Mr. Neukomm, who are the co-founders of Revelstone Capital, an affiliate of our sponsor focused on investments across the active consumer brands ecosystem, bring more than 20 years of investment and operational experience, respectively, which we believe will enhance our ability to identify, underwrite and pursue an initial business combination with an attractive target business. Our Management Team, Board of Directors and Director Nominees Morgan Callagy Morgan Callagy has served as the Co-Chief Executive Officer of our company since our inception. Mr. Callagy has over 25 years of investment experience. Mr. Callagy started his investment career at Ark Asset Management a multi-billion dollar long-only investment firm based in New York. In 1996, Mr. Callagy joined Veronis Suhler Stevenson or VSS, a New York-based private equity firm, where he spent 22 years in a variety of positions, including as one of the founders and most recently the head of the firm s London office where he was based for close to 20 years. Mr. Callagy while at VSS was responsible for the Firm s investments throughout Europe and his role included sourcing, due diligence, transaction execution, portfolio management, fund raising, and various portfolio board level responsibilities. Mr. Callagy, limited partners, sponsors and banks, was involved in the deployment in aggregate of over $2 billion across the media, technology, software and entertainment value chains and served on the Executive Committee of VSS and the investment committees across several of VSS s funds. Since leaving VSS in 2017, Mr. Callagy, has been a director and advisor to La Jolla Group Inc. and its portfolio of active consumer brands. Mr. Callagy and Daniel Neukomm founded Revelstone Capital in 2017 to focus on investments across the active consumer brands and media landscape and to enhance the performance of companies in the consumer space including La Jolla Group s portfolio of brands. Mr. Callagy has invested in numerous businesses including several consumer businesses across multiple consumer segments, including Caliva (now The Parent Company), a California-based cannabis company, he was an early investor in Spiritual Gangster, a branded apparel lifestyle company where Mr. Callagy has served on the board of directors since 2015, and Teton Gravity Research, an action sports content business where he was Chairman of the Board. Mr. Callagy earned a Bachelor of Arts in history from Georgetown University. Daniel Neukomm Daniel Neukomm is the Co-Chief Executive Officer of our company. Mr. Neukomm has 20 years of operational experience and is currently the Executive Chairman of La Jolla Group, Inc. (LJG), a position he has held since 2013. LJG is a multi-branded operating platform with ownership or investments in businesses that collectively have approximately $200 million in revenue for projected fiscal 2021 focused on globally recognized consumer brands, including O Neill, Spiritual Gangster, PSD, Hang Ten, and others. Under Mr. Neukomm s leadership, LJG has played a key role in the omni-channel transformation of the platform brands resulting in double-digit growth rates and material improvements in the profitability of these brands. Mr. Neukomm is also a co-founding partner at Revelstone Capital, a growth equity initiative which is focused on investing in growth stage consumer companies in the active lifestyle space. In addition, Mr. Neukomm was one of the largest founding investors and an operating partner in Caliva, a vertically integrated cannabis company in California. At Caliva, Mr. Neukomm led the execution and integration of a four company SPAC rollup to create The Parent Company (TPCO Holding Corp.), a vertically integrated platform that includes cultivation, manufacturing, brands, retail, and delivery. Mr. Neukomm has been a director of The Parent Company since January 2021. Mr. Neukomm began his career founding Mountain Oxygen, a supplemental oxygen services company based in Aspen, Colorado. Mr. Neukomm earned a Bachelor of Arts in economics from the University of Vermont and a Masters of Business Administration in finance and strategy from the International School of Management in Paris. Jason White Jason White will serve as an independent director of our company upon the completion of this offering. In April 2021, Mr. White became the Chief Marketing Officer for ViacomCBS MTV Entertainment TABLE OF CONTENTS investors taken together as a whole, at their original purchase price of approximately $0.006 per share. Since our sponsor is transferring founder shares held by it to the anchor investors and we are not issuing any new Class B shares of Common Stock, there will be no dilutive impact on the other investors in this offering. For a discussion of certain additional arrangements with the anchor investors, see Summary The Offering Expressions of Interest. Our initial stockholders currently hold 4,312,500 shares of our Class B common stock (which we refer to as founder shares as further described herein), up to 562,500 of which are subject to forfeiture by our sponsor, depending on the extent to which the underwriters over-allotment option is exercised. The shares of our Class B common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of our Class A common stock, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the shares of our Class B common stock will convert into shares of our Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of our Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of our Class A common stock issuable upon conversion of all shares of our Class B common stock will equal, in the aggregate, 20% of the sum of all shares of our Class A common stock issued and outstanding upon the completion of this offering, plus all shares of our Class A common stock and equity- linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination. Prior to our initial business combination, holders of shares of our Class B common stock will have the right to appoint all of our directors and may remove members of the board of directors for any reason. On any other matter submitted to a vote of our stockholders, holders of shares of our Class B common stock and holders of shares of our Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. Prior to this offering, there has been no public market for our units, shares of our Class A common stock or warrants. We intend to apply to list our units on the Nasdaq Global Market ( Nasdaq ) under the symbol RCACU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The shares of our Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the representatives of the underwriters (which we refer to in this prospectus as the representatives ) inform us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ) containing an audited balance sheet of the company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities constituting the units begin separate trading, we expect that the shares of our Class A common stock and warrants will be listed on Nasdaq under the symbols RCAC and RCACW, respectively. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See Risk Factors beginning on page 34. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, Before Expenses, to Us Per Unit $ 10.00 $ 0.55 $ 9.45 Total $ 150,000,000 $ 8,250,000 $ 141,750,000 (1) Includes $0.35 per unit, or $5,250,000 (or $6,037,500 if the underwriters over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. Does not include certain fees and expenses payable to the underwriters in connection with this offering and other items of value deemed to be underwriting compensation to Roth Capital Partners, LLC. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $151,500,000, or $174,225,000 if the underwriters over-allotment option is exercised in full ($10.10 per unit), will be deposited into a U.S.-based trust account at Bank of America, N.A, with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our second amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business TABLE OF CONTENTS Group. From February 2020 to March 2021, Mr. White served as Chief Marketing Officer of Curaleaf, the nation s largest licensed cannabis provider. From February 2019 to March 2020, Mr. White served as Chief Marketing Officer of Cura Cannabis Solutions. Prior to that, beginning in 2014, he was Executive Vice President and Global Head of Marketing for Beats by Dr. Dre. While there, he oversaw award-winning campaigns, including Straight Outta Compton, LeBron James Re-Established and product launches with Serena Williams, Cam Newton, DJ Khaled and Pharrell, among others. Before Beats, Mr. White spent nearly a decade at Wieden+Kennedy, a global advertising agency, most recently as the Managing Director in the Shanghai office, where he oversaw the Nike brand work for many breakthrough global campaigns, including the Beijing and London Olympics. Mr. White sits on a number of boards of directors, including the diversity initiative Marcus Graham Project, Monday Night Mentorship for mid-level marketers of color, and Caldera Arts, an Oregon non-profit to provide creative outlets to youth with limited opportunities. Mr. White earned a Bachelor of Business Administration in marketing from Georgetown University. Margaret McDonald Margaret McDonald will serve as an independent director of our company upon the completion of this offering. Ms. McDonald is an experienced Executive Chairman, Chief Executive Officer and turnaround specialist of multiple global consumer retail brands. In 2019 she was made Executive Chairman of private equity owned Masai Copenhagen, owned by Silverfleet Partners London. Margaret has served as a Non-Executive Director for Spiritual Gangster since 2018. From 2018 until the end of 2019, she was Non-Executive Director on the Board of Flying Tiger Copenhagen, a specialty global retailer owned by EQT private equity. Margaret also serves as a senior advisor to A&M Capital Partners Europe, focusing primarily on all consumer related investments. In her specialty D2C operating roles Ms. McDonald previously served as Global President of Victoria s Secret from 2013-2017, a $4 billion company and the largest subsidiary of L Brands Inc. Prior to joining Victoria s Secret, Ms. McDonald was the Chief Executive Officer of Coast London, a specialty formalwear brand from 2010-2013. She was also CEO of LK Bennett a D2C lifestyle brand grounded in footwear. Ms. McDonald has also held executive roles at Gap Inc. and its Banana Republic subsidiary. Ms. McDonald also worked with Marks & Spencer plc. and Primark. Ms. McDonald earned a Bachelor of Science in management science from Dublin Institute of Technology and studied fashion and apparel design at Grafton Academy of Fashion & Design. Jeff Rosenthal Jeff Rosenthal will serve as an independent director of our company upon the completion of this offering. Mr. Rosenthal has over 15 years of experience as an entrepreneur, strategist and investor. In 2009, Mr. Rosenthal Co-Founded Summit Series LLC, a company focused on entrepreneurial community development and hosting global ideas festivals and events where he remains an active partner. Since 2013, he has been the co-owner and co-developer of Summit Powder Mountain and Powder Mountain ski resort in Eden, Utah. For the past two years, Mr. Rosenthal has been a Founding Partner at Emergent Strategic Partners, a family office and investment advisory firm. From 2019-2021, Mr. Rosenthal was a Senior Advisor to TPG Rise and TPG Growth, and also in 2019, Mr. Rosenthal was a founding partner of the Drawdown Fund, a catalytic environmental impact venture fund. Mr. Rosenthal currently serves on the Leadership Council at Conservation International, and on the boards of the Summit Impact Foundation, Beyond Conflict and Street Soccer USA. Mr. Rosenthal also serves as a Senior Advisor to many for profit, and non-profit organizations, including Goodleap, Inspire Clean Energy, Calm, Scopely, Seed Biosciences, Arabella Advisors, a leading philanthropy and impact investing consultancy, and Laurel Strategies, a global business advisory and strategy firm, among others. Mr. Rosenthal serves on the Leadership Circle of the Conservation Lands Foundation, and the Advisory Boards of Whistleblower Aid and the Save the Waves Foundation. He was a founding board member of the Summit Institute, and a founding board member of the Anti-Recidivism Coalition. Mr. Rosenthal is a term member of the Council on Foreign Relations and earned a Bachelor of Arts in International Business from American University. Our Advisors Assia Grazioli-Venier has agreed to act as one of our outside advisors. Ms. Grazioli-Venier is a venture capitalist and advisor to high-growth consumer tech startups, entertainment companies and sports businesses. She has worked at the forefront of technological disruption for over 18 years, from the first onset TABLE OF CONTENTS combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 18 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2021. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Joint Book-Running Managers BofA SecuritiesRoth Capital Partners The date of this prospectus is , 2021 TABLE OF CONTENTS of mobile, to music streaming, subscription models, D2C commerce and sports-tech. In 2016, Ms. Grazioli-Venier launched Muse Capital with her business partner Rachel Springate. Muse Capital is a seed-stage consumer fund investing in Future of Women s Health, Education, Wellness, Gaming, Fintech, and Product-lead Communities. Muse Capital operates as a bridge between Silicon Valley and the brand world and entertainment industry. Ms. Grazioli-Venier also currently serves on board of Turning Point Brands (TPB), is a minority owner of DC s soccer club Washington Spirit, recently served on the board of directors of MRAC SPAC (Marquee/Raine) and was a member of board of directors of Italy s Juventus Football Club (JVTSF) for 9 years (2012- 2021) where she sat on both control/risk and remuneration committees. Prior to Muse Capital, Ms. Grazioli-Venier also served on the board of advisors of Northzone, one of Europe s leading technology investment partnerships whose portfolio includes Spotify and iZettle, sold to PayPal in 2018. Prior to that, she was for several years an innovation & investment advisor to Andrea Agnelli at LAMSE, S.p.a. Starting in 2010, Ms. Grazioli-Venier was advisor to Spotify (NYSE: SPOT) for over five years, where she was involved in global strategic initiatives and business expansion efforts, such as forging deals with Tinder, Dubset, helping to establish the Los Angeles office, as well as building out the artist services division across Europe, that contributed to Spotify s growth and innovation. Ms. Grazioli-Venier kicked-off her career in 2004, creating and launching TV, Radio & Digital for Ministry of Sound, one of the leading dance music brands/record labels in Europe, which later sold to Warner Music. Ms. Grazioli-Venier also serves as co-chair of AllRaise in Los Angeles, which is a non-profit organization championing diversity in the funder and founder ecosystem, and sits on the board of Impact46, a social impact advisory firm catering to family office foundations. Nate Bosshard has agreed to act as one of our outside advisors. Mr. Bosshard is the founder and Managing Partner of Offline Ventures, a venture fund focusing on disruptive acquisition opportunities. Prior to founding Offline Ventures, Mr. Bosshard served as an advisor for hims & hers, a D2C native personal care brand, at which he supported the founders in building and developing the brand strategy. Mr. Bosshard also co-founded and launched Tonal, a smart home fitness brand. He was a key contributor to the brand and product experience. He also sourced and recruited several members of the leadership team and Board of Directors at Tonal. Prior to Tonal, Mr. Bosshard was an investment partner at Khosla Ventures, where he focused on opportunities in the consumer technology space. Prior to joining Khosla, he spent 15 years in marketing leadership roles at some of the world s most beloved consumer brands including Nest/Dropcam, GoPro, The North Face, and Burton Snowboards. Mr. Bosshard managed the brand transition at Dropcam during the pendency of Google's acquisition of Nest. During his tenure at the Dropcam, he also developed a brand-centric go-to-market strategy and built the user generated content engine. Previously, at GoPro, Nate was the first brand marketing hire and led the team responsible for product marketing, go-to-market strategy, media strategy and campaign development. Mr. Bosshard also was the first brand marketing hire at The North Face, where he re-oriented their business on an activity-based model and had the task of making The North Face relevant to a new generation of consumers. Since moving to the Bay Area in 2008, Mr. Bosshard has spent his spare time advising and investing in brands, businesses and start-ups. He also serves as an advisor and limited partner to several successful venture funds. Mr. Bosshard holds a bachelor s degree from the University of Vermont. He also holds master s degree in business administration from Babson College. La Jolla Group In addition to our management team and board of directors, we will expect to leverage the resources of La Jolla Group. Founded in 1993, La Jolla Group is a leading apparel and accessories company that specializes in building inspirational brands, including O Neill, Spiritual Gangster, PSD and Hang Ten and is headquartered in Irvine, CA. We expect R La Jolla Group to be instrumental across the investment cycle, including sourcing, evaluating, and conducting diligence on potential investments. Further, affiliates of La Jolla Group are investors in the sponsor and have indirect interests in a portion of the founder shares, which we believe will further align their incentives with those of our stockholders. We believe that the industry expertise and relationships of our management team and board of directors, together with the resources and expertise of La Jolla Group, will help us identify, evaluate and pursue a substantial number of attractive potential business combination opportunities and allow us to add significant value to the initial business combination target we ultimately select. TABLE OF CONTENTS Business Strategy The Market Opportunity We believe that the market opportunity across the active consumer landscape is significant and has accelerated through the COVID-19 pandemic. Participation in sports and outdoor activities has accelerated over the last several years, and we believe health and wellness is as important as ever to the consumer. Moreover, the role and necessity of digital solutions in the physically-active consumer s life has risen in parallel with the increase in remote working arrangements resulting from the COVID-19 pandemic. We intend to pursue a business combination with a business operating in one or more categories throughout the active consumer landscape, comprised of hard goods and soft goods, which may include apparel, outdoor products, media, electronics, technology, live entertainment and digital applications. We believe our operator-focused approach can be highly complementary to an existing high-growth active consumer brand. Although we intend to execute a business combination with a consumer, media and/or technology company focused on the active consumer landscape, the above industry overview is not intended to be exhaustive, and we reserve the right to consummate our initial business combination with a target that does not necessarily fit precisely within the guidelines addressed above. We believe that our management team is also well situated to evaluate potential targets in the broader direct-to-consumer ( D2C ) space and we may also consider a business combination with such entities. We have deep first-hand experience working with technology that fuels direct-to- consumer-enabled platforms. We understand the challenges tech-enabled businesses face and can offer real-time operational solutions. Ultimately, we will be guided by our business strategy, acquisition criteria, experience, and expertise in identifying exceptional candidates that provide a compelling business opportunity for our company. Our Business Strategy Although we may pursue a business combination in any industry, our objective is to identify and consummate an initial business combination with a business in the consumer, media and/or technology sectors that leverages D2C engagement as its primary go-to-market channel. We believe that the COVID-19 pandemic has increased consumers focus on health, wellness and fitness, while simultaneously accelerating consumers adoption of digital and mobile commerce platforms. In addition, we believe that digital ubiquity, the proliferation of mobile devices and the increasing consumer focus on health, wellness and fitness creates a significant opportunity for established D2C and active consumer brands to expand their customer bases, enhance market share and create sustainable value. Advances in technology and the emergence of D2C distribution platforms have changed the landscape of consumer brands and products. As a result, we believe that barriers to entry into the consumer products industry has never been lower, which has resulted in an increase in the number of brands competing for consumer attention. We intend to seek out a business combination target with a proven track record of competing effectively in the current environment of active consumer brands. We believe that there is a considerable number of potential targets that meet our acquisition criteria and for which the collective expertise of our management team and board of directors can be leveraged to add value to the post-business combination company and our shareholders. Competitive Advantage Our management team and board of directors come from diverse professional and personal backgrounds, including extensive investment and operational experience in consumer goods, media and technology sectors, which we believe will uniquely position us to source and execute an initial business combination. Our competitive advantages include the following areas: Deal Flow and Sourcing: We expect to source acquisition opportunities by leveraging our industry knowledge, in-house data and analytics platforms, and extensive network of relationships in our target sectors. Robust Due Diligence Process: We believe that our management team s and board of director s operational and sector expertise will enable us to identify hidden value and risks relating to potential target businesses, which we believe will enhance our ability to identify TABLE OF CONTENTS attractive business combination partners and drive value for our stockholders. Additionally, we expect to leverage the La Jolla Group s platform, sector expertise and network of relationships to evaluate and underwrite potential business combination targets. Structuring and Value Creation: We believe our management team s extensive investment and transactional experience in our target sectors will enable us to define and execute a value-creation plan with a business combination partner, which we believe will enhance our ability to deliver sustainable value to our stockholders. Initial Business Combination Criteria Consistent with our strategy, we have identified the following attributes and guidelines to evaluate potential business combination targets. We may decide, however, to enter into our initial business combination with one or more businesses that do not meet these criteria and guidelines if we believe such business presents a compelling investment opportunity. We intend to pursue an initial business combination with companies that have the following characteristics: Large and Growing Market: Companies operating in a market with demonstrated attractive long-term growth prospects fueled by secular trends such as, but not limited to, remote working arrangements while maintaining a healthy, fit and active lifestyle. Market Leading, Differentiated D2C Offering: Companies with a leading market position supported by a differentiated offering, which leverages D2C engagement as the primary go-to-market channel. Close Relationship With Consumers: Companies with a close relationship with their customers by effectively leveraging strong E-commerce and social media presences to deliver a more personalized experience. Data Driven Business Model: Companies leveraging big data and predictive analytics for strategic decisions and value-creation processes in all key work streams of the organization. Attractive Valuation: Companies at attractive valuations relative to our view of its intrinsic value and that of its public peers with opportunities to generate significant risk-adjusted returns. Strong and Stable Cash Flows: Companies with the ability to generate predictable revenue and strong and stable cash flows. Strategic, Proven and Passionate Management Team: Companies with strong management teams that have a track record of delivering strong performance and are passionate about the opportunity and driven to build a and meaningful sustainably profitable business. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors, and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. Additional Disclosures Our Acquisition Process We have not selected any business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target. Certain members of our management team are employed by our sponsor. Our sponsor is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for our initial business combination, but we have not (nor has anyone on our behalf) contacted, or had any discussions, formal or otherwise, with any prospective target business with respect to a business combination transaction with us. TABLE OF CONTENTS All of our officers have fiduciary and contractual duties to sponsor and to certain companies in which it has invested or to certain other entities. These entities may compete with us for acquisition opportunities. Subject to their fiduciary duties under applicable law, none of the members of our management team who are also employed by our sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under applicable law and any other applicable fiduciary duties. Our second amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. For more information, see the section entitled Management Conflicts of Interest. Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under applicable law. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See Risk Factors Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially adversely affect our ability to identify and pursue business combination opportunities or complete our initial business combination. You should not rely on the historical record of our founders and management s performance as indicative of our future performance. See Risk Factors Past performance by our management team and their respective affiliates may not be indicative of future performance of an investment in the company. Initial Business Combination Nasdaq rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). We refer to this as the 80% of net assets test. If our board of directors is not able independently to determine the fair market value of the target business or businesses, we may obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Although we may purchase multiple businesses in related industries in connection with our initial business combination, we do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders TABLE OF CONTENTS or for other reasons, but we will only complete such business combination if the post- transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year(a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of common stock that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, TABLE OF CONTENTS among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares of common stock held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our shares of common stock held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. We are a Delaware corporation incorporated on April 5, 2021. Our executive offices are located at 14350 Myford Road, Irvine, CA 92606 and our telephone number is (949) 428-2800. Upon completion of this offering, our corporate website address will be www.revelstonecapital.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors included elsewhere in this prospectus. Summary Risk Factors Our company is subject to numerous risks described in the section entitled Risk Factors and elsewhere in this prospectus. You should carefully consider these risks before making an investment. Some of these risks relating to our business objectives, our organization and structure and this offering include: We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. There can be no assurance that any of the anchor investors will acquire any units in this offering, or as to the amount of such units the anchor investors will retain, if any, prior to or upon the consummation of our initial business combination, and our initial stockholders and anchor investors will control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support. Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. Potential participation in this offering by the anchor investors could reduce the public float for our shares. If we seek stockholder approval of our initial business combination, our initial stockholders, directors and officers have agreed to vote in favor of such initial business combination, and the anchor investors have agreed to vote any founder shares held by them in favor of such initial business combination, regardless of how our public stockholders vote. Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of such business combination. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. TABLE OF CONTENTS The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak and other events and the status of debt and equity markets. We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.10 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public float of our securities. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.10 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless. We may have limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company. We may be able to complete only one business combination with the proceeds of this offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. We are dependent upon our directors and officers and their departure could adversely affect our ability to operate. Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous. Our directors and officers will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Our directors, officers, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares and/or warrants, potentially at a loss. TABLE OF CONTENTS Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. You will not be entitled to protections normally afforded to investors of many other blank check companies. If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of stockholders are deemed to hold in excess of 15% of the shares of our Class A common stock, you will lose your ability to redeem all such shares in excess of 15% of shares of our Class A common stock. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001874495_forbion_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001874495_forbion_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4fb21d7035270b51129e87f27979439a3a32b655
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001874495_forbion_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: additional forward purchase shares are to an aggregate of up to 10,000,000 Class A ordinary shares that we expect the FPA Purchaser will purchase pursuant to a forward purchase agreement; amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; anchor investors are to certain qualified institutional buyers and institutional accredited investors affiliated with our sponsor that have indicated an interest in purchasing units in this offering, as described in this prospectus; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; directors are to our current directors and director nominees (if any); firm forward purchase shares are to an aggregate of 10,000,000 Class A ordinary shares that we expect the FPA Purchaser will purchase pursuant to the forward purchase agreements; forward purchase agreements are to the two forward purchase agreements that provide for the sale of the forward purchase shares to an affiliate of our sponsor in a private placement that in each case may close simultaneously with the closing of our initial business combination, in each case on the terms and subject to the conditions set forth therein; forward purchase shares are to the firm forward purchase shares and additional forward purchase shares to be issued pursuant to a forward purchase agreement; founder shares are to our Class B ordinary shares initially issued to an affiliate of our sponsor in a private placement and subsequently transferred to our sponsor, in each case prior to this offering, and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); FPA Purchaser are to our sponsor; management or our management team are to our executive officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private placement warrants are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans and extension loans, if any, which private placement warrants, working capital warrants and extension warrants are identical to the warrants included in the units sold in this offering, subject to certain limited exceptions as described in this prospectus; public shares are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title Of Each Class Of Securities To Be Registered Amount Being Registered Proposed Maximum Offering Price Per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount Of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant(2) 11,500,000 units $10.00 $115,000,000 $10,660.50 Class A ordinary shares included as part of the units(3) 11,500,000 shares (4) Redeemable warrants included as part of the units(3) 3,833,333 warrants (4) Class A ordinary shares issuable upon exercise of the redeemable warrants included as part of the units 3,833,333 shares $ 11.50 $44,083,329.50 $4,086.53(5) Total $159,083,329.50 $14,747.03 (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 1,500,000 units, consisting of 1,500,000 Class A ordinary shares and 500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share subdivisions, share dividends, or similar transactions. (4) No fee pursuant to Rule 457(g) under the Securities Act. (5) Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder will only exist with respect to such public shares; sponsor are to Forbion Growth Sponsor FEAC I B.V., a private limited liability company incorporated in The Netherlands; and we, us, our, company or our company are to Forbion European Acquisition Corp., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company Overview Forbion European Acquisition Corp. is a newly organized blank check company incorporated on August 9, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not generated revenues to date and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Founded in 2006, Forbion ( Forbion ) is a life sciences specialist venture fund manager with headquarters in Naarden, the Netherlands, and offices in Munich, Germany, and Singapore. Forbion has established itself as one of the leading brands within the European life sciences industry, supported by a successful track record and strong reputation with co-investors, entrepreneurs, and large pharmaceutical companies ( large pharma ). With 32 employees and a large network of dedicated advisors, Forbion boasts one of the largest teams of specialist investors in Europe, combining investment expertise in private and public markets with hands-on operational expertise in drug development, clinical development, and commercialization. A summary of Forbion s track record since 2006 includes: An aggregate of 79 investments in Europe and the United States, of which 48 were exited to date, either through an initial public offering ( IPO ) or through an M&A process; Over 30 billion in aggregate value accretion across all of its investments; 15 product launches by companies supported by our investments; Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted SUBJECT TO COMPLETION, DATED NOVEMBER 23, 2021 PRELIMINARY PROSPECTUS Forbion European Acquisition Corp. $100,000,000 10,000,000 Units Forbion European Acquisition Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third, of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 1,500,000 additional units to cover over-allotments, if any. The redeemable warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the redeemable warrants for cash once the redeemable warrants become exercisable. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 18 months from the closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination, subject to our sponsor depositing additional funds in the trust account, as described in more detail in this prospectus), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our public shareholders will not be afforded an opportunity to vote on our extension of time to consummate an initial business combination described above or redeem their shares in connection with such extension. Our sponsor, Forbion European Growth Sponsor FEAC I B.V., and its affiliates have agreed to purchase 4,666,667 warrants (or 5,116,667 warrants if the underwriters over-allotment option is exercised in full), at a price of $1.50 per warrant in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $7,000,000 (or $7,675,000 if the over-allotment option is exercised in full) that will close simultaneously with the closing of this offering. The private placement warrants are identical to the warrants sold in this offering, subject to certain limited exceptions as described in this prospectus. Our sponsor currently owns 2,875,000 Class B ordinary shares, up to 375,000 of which are subject to forfeiture for no consideration after closing of this offering depending on the extent to which the underwriters over-allotment option is exercised. Our sponsor purchased such shares from Forbion European Sponsor LLP on November 23, 2021. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors and to continue our company in a jurisdiction outside the Cayman Islands. We will enter into two forward purchase agreements with Forbion European Growth Sponsor FEAC I B.V. (the FPA Purchaser ), pursuant to which the FPA Purchaser will agree to purchase (1) an aggregate of 1,000,000 Class A ordinary shares for $10.00 per share (the firm forward purchase shares ), or an aggregate amount of $10,000,000 and (2) in addition, an aggregate of up to 1,000,000 Class A ordinary shares for $10.00 per share (the additional forward purchase shares , and together with the firm forward purchase shares, the forward purchase shares ), or an aggregate maximum amount of up to $10,000,000, in each case in a private placement that may close simultaneously with the closing of our initial business combination. Additionally, certain qualified institutional buyers or institutional accredited investors affiliated with our sponsor, which we refer to throughout this prospectus as our anchor investors, have expressed an interest to purchase at least 15% of the units sold in this offering at the public offering price of the units offered hereby, and we have agreed to direct the underwriters to sell to the anchor investors such amount of units. The underwriters will not receive any underwriting discounts or commissions (including, without limitation, deferred underwriting commissions) on units purchased by the anchor investors in this offering. However, because expressions of interest are not binding agreements or commitments to purchase, they may determine to purchase more, fewer or no units in this offering or the underwriters may determine to sell more, fewer or no units to the anchor investors. If these investors purchase the full 15% of the units they have expressed an interest in purchasing, the anchor investors would own approximately 12% of the outstanding shares following this offering (assuming no exercise of the over-allotment option). Table of Contents := A greater than 25% all funds net internal rate of return ( All Forbion Funds Net IRR )1 across its funds, with over 1.5 billion in committed capital. Forbion s successful track record of M&A exits include, amongst others, Enterprise Therapeutics (partially acquired by Roche in 2020), Inflazome (acquired by Roche in 2020), KaNDy (acquired by Bayer in 2020), Promedior (acquired by Roche in 2019), and Prexton (acquired by Lundbeck in 2018). Similarly, Forbion s track record of IPOs include, amongst others, Dyne (2020), Hookipa (2019), Replimune (2018), argenx (2014), and uniQure (2014). With direct access to the expertise of Forbion, we intend to draw upon Forbion s broad experience, network, and team-based, multidisciplinary investment process to optimize the sourcing, evaluation, and growth acceleration of prospective target companies. We believe that access to the Forbion network would enable the members of our management team to find high-quality investment opportunities and achieve liquidity in such investments. While we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to capitalize on the ability of our management team to identify promising late-stage opportunities in the life sciences industry in Europe. Our Sponsor and Competitive Advantage Our sponsor will leverage its direct access to the expertise of Forbion. With over 1.5 billion of assets under management, Forbion can be considered as one of the largest dedicated life science venture capital investors in Europe. Forbion believes it is known for its strong deal pipeline in attractive market segments, its deal structuring capabilities, and having one of the largest teams of dedicated life sciences investment professionals in Europe. Specifically, the following key attributes may distinguish Forbion from other investment firms: A European Leader in Life Sciences Investing Forbion operates its life sciences venture capital investment business in three principal platforms: := Bio Generation Ventures ( BGV ).2 BGV has raised over 220 million in capital from 2006 to date in four funds. The BGV funds invest in companies whose activities range from initial scientific research 1 Forbion calculates the All Forbion Funds Net IRR using a weighted average of net IRR for all Forbion Ventures and Forbion Growth funds. The net IRR of each fund includes capital drawn for fund and management expenses and excludes carried interest (e.g. net of expenses, but gross of carried interest) which Forbion believes results in a net IRR that reflects the actual cash in and cash out flows for the funds during the relevant period. The net IRR for each of the Forbion Ventures and Forbion Growth funds is measured from the date investment activity commenced and the net IRR for individual funds will be different from the All Forbion Funds Net IRR. There can be no assurance that the net IRR of any individual fund in the future will achieve results similar to the current All Forbion Funds Net IRR or the net IRR of any existing fund. Furthermore, there can be no assurance that any future business combination made by us will achieve results similar to the All Forbion Funds Net IRR or the net IRR of any individual funds of either Forbion Ventures or Forbion Growth. See Risk Factors Risks relating to our search for, and consummation of or inability to consummate, a business combination Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. 2 BGV has its own investment team and own track record. Any track record information in this document does not include any information pertaining to BGV unless expressly stated otherwise. Table of Contents Currently, there is no public market for our securities. We have applied to have our units listed on The Nasdaq Global Market, or the Nasdaq, under the symbol FRBNU. We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on the Nasdaq under the symbols FRBN and FRBNW, respectively, on the 52nd day following the date of this prospectus (or the immediately following business day if such 52nd day is not a business day) unless the underwriters permit earlier separate trading and we have satisfied certain conditions. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 50 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 100,000,000 Underwriting discounts and commissions(1)(2) $ 0.55 $ 5,500,000 Proceeds to us, before expenses $ 9.45 $ 94,500,000 (1) Includes $0.35 per unit, or $3,500,000 in the aggregate (or $4,025,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting for a description of compensation payable to the underwriters. (2) Assumes the anchor investors do not purchase any units in this offering. Units purchased by the anchor investors in this offering, if any, will not be subject to underwriting discounts and commissions. See The Offering Expression of interest for additional information. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $102,500,000, or $117,875,000 if the underwriters over-allotment option is exercised in full ($10.25 per unit in either case), will be deposited into a U.S. based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Joint Book-Running Managers UBS Investment Bank Kempen & Co The date of this prospectus is , 2021 Table of Contents and drug target identification to initial stages of (pre-)clinical development. These investments also provide a source of proprietary deal flow for the later oriented funds managed by Forbion Ventures and Forbion Growth. := Forbion Ventures. Forbion Ventures has raised over 1.3 billion from 2006 to date in five funds, (including Forbion V, which was established in 2021). The Forbion Ventures funds invest in pre-clinical to clinical-stage companies in a two-pronged strategy: Build and Enable . The Build strategy consists of establishing new companies around known management team(s) and/or asset(s) spun-out from Pharma or academia. The Enable strategy consists of identifying maturing and established biopharma companies that are close to a significant value inflection point, typically related to drug development milestone events and where the company and the team are more established than in the Build scenario. := Forbion Growth. Forbion Growth was launched in 2020 and has raised 360 million in capital. Forbion Growth has devised three distinct strategies to capture the late-stage European Life Sciences opportunity; Growth capital: enabling the completion of clinical development and market readiness for phase II/III drugs to create commercially ready pharma assets. European cross-over: providing promising European biotech companies with late-stage capital and syndication with U.S. investors alongside hands-on support to grow before considering an IPO. Under-valued assets: special opportunities, typically listed on European stock exchanges with depressed market caps and in need of long-term investors that can restructure the corporate-, capital-, and development strategy of the company and focus on the select development program. Origination of Proprietary Deal Flow Forbion utilizes its established footprint in the European life sciences ecosystem and established relationships with large pharma to maintain a pipeline of proprietary investment opportunities. Given its size and track record, Forbion has strategic relationships with U.S.-based specialist life sciences investors. Forbion aims to position itself as a lead investor of choice to many European life sciences companies by leveraging its relationships to assist in the formation of high-quality investor syndicates capable of supporting private companies in their transition into the public markets. Additionally, Forbion cultivates relationships with large pharma and biotech companies that provide access to development assets that are available for out-licensing. Forbion believes it is a preferred partner to these companies due to its successful track record in structuring out-licensing deals in addition to its in-house clinical development expertise. To date, Forbion has structured 25 out-licensing transactions with large pharma and biotech companies. Furthermore, Forbion benefits from existing relationships with European companies, investors, CEOs, entrepreneurs, Boards and advisors to source investment opportunities in late-stage companies. Collectively across these channels, Forbion identified over 1,100 life sciences investment opportunities for review over the last twelve months (July 2020 July 2021), with over 250 involving companies in later clinical stages of development. Differentiated Focus on European Life Sciences Opportunities Since inception, Forbion has typically targeted >70% of its investments in European life sciences opportunities, and <30% outside of Europe, primarily in North America. Forbion believes that the European market has a strong scientific base stemming from well-established academic institutes and research foundations. This base will likely continue to provide high-quality innovation and generate a growing pipeline of companies that qualify as attractive investment opportunities for Forbion. Despite an increasing number of high-quality companies, Forbion has observed a lack of specialist life sciences capital in Europe to support late-stage opportunities. Forbion Growth aims to target this perceived Table of Contents We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and neither we nor the underwriters take any responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. TABLE OF CONTENTS Page Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001874981_usa_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001874981_usa_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..74bb50889ad9c4e3340b0ca7a639ccfd7a26dce8
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001874981_usa_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated certificate of incorporation are to our amended and restated certificate of incorporation, which will be adopted prior to the consummation of this offering; anchor investors are to certain funds managed by affiliates of Apollo Global Management, Inc. ( Apollo ), which funds are qualified institutional buyers that have indicated an interest in purchasing units in this offering and who will be parties to the forward purchase agreement, as described in this prospectus; common stock are to our Class A common stock and our Class B common stock, collectively; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; directors are to our current directors and director nominees; equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for our shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt; forward purchase agreement is to the forward purchase agreement providing for the sale of forward purchase units by us to the anchor investors in a private placement that will close concurrently with the closing of our initial business combination subject to the satisfaction of certain conditions; forward purchase shares are to the shares of Class A common stock included in the forward purchase units; forward purchase units are to the units that may be purchased pursuant to the forward purchase agreement, which will be entered into at the consummation of this offering, consisting of one share of Class A common stock and one half of a warrant to purchase one share of Class A common stock; forward purchase warrants are to the warrants included in the forward purchase units; founder shares are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial stockholders are to holders of our founder shares prior to this offering, including the anchor investors; management or our management team are to our executive officers and directors (including our director nominees that will become directors in connection with the consummation of this offering); private placement warrants are to the warrants issued to our sponsor and anchor investors in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares, as well as our anchor investors to the extent they hold public shares; TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED , 2021 PRELIMINARY PROSPECTUS $150,000,000 USA Acquisition Corp. 15,000,000 Units USA Acquisition Corp. is a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination target in any industry, sector or geographic region, we intend to focus our search for an initial business combination within the enterprise software sector, with a primary focus on infrastructure software, horizontal applications that address a wide range of critical business processes, and vertical applications developed for specific industries. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 2,250,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 18 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, USA Sponsor Acquisition LLC (our Sponsor ), has committed to purchase an aggregate of 6,647,500 private placement warrants (or up to 7,395,625 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $6,647,500 in the aggregate (or $7,395,625 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. In addition, (i) certain individual partners and principals of Pelion Venture Partners ( Pelion, and such individual partners and principals, the Pelion Investors ), and (ii) certain funds managed by affiliates of Apollo Global Management, Inc. ( Apollo ), which funds are qualified institutional buyers who are unaffiliated with our management team, which we refer to throughout this prospectus as our anchor investors, have, in the case of (i) and (ii) committed to purchase an aggregate of 1,402,500 private placement warrants (or up to 1,441,875 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $1,402,500 in the aggregate (or $1,441,875 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our initial stockholders currently own an aggregate of 4,312,500 shares of Class B common stock (up to 562,500 shares of which are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to the adjustments described herein. Additionally, our anchor investors have expressed an interest to purchase up to 9.9% of the units sold in this offering at the public offering price of the units offered hereby, and we have agreed to direct the underwriters to sell to the anchor investors such amount of units. However, because expressions of interest are not binding agreements or commitments to purchase, they may determine to purchase more, fewer or no units in this offering or the underwriters may determine to sell more, fewer or no units to the anchor investors. If these investors purchase the full 9.9% of the units they have expressed an interest in purchasing, the anchor investors would own approximately 7.9% of the aggregate outstanding shares following this offering, excluding any founder shares that the anchor investors shall receive from the Sponsor (or 7.0% of the aggregate outstanding shares following this offering if the underwriters over-allotment option is exercised). At the closing of this offering, our anchor investors will receive, for no additional consideration, 10.0% of the founder shares of our company initially purchased by our Sponsor and 5.0% of the private placement warrants of our company initially purchased by our Sponsor, the Pelion Investors and the anchor investors in a separate purchase. In connection with the consummation of this offering, we will enter into a forward purchase agreement with the anchor investors, pursuant to which the anchor investors will have the option to purchase from us 4.0 million units, each consisting of one share of Class A common stock and one-half of one redeemable warrant, which we refer to as the forward purchase units, at a price of $10 per unit as described in the forward purchase agreement, in a private placement that will close concurrently with the closing of our initial business combination. To the extent that the number of forward purchase units, together with the other shares held directly or indirectly, will result in the anchor investors beneficially owning over 9.999% of shares of the post-business combination company, the anchor investors may limit their incremental purchase obligation pursuant to the forward purchase agreement. We refer to the shares included in the forward purchase units as the forward purchase shares and the warrants included in the forward purchase units as the forward purchase warrants. The proceeds from the sale of these forward purchase units, together with the amounts available to us from the trust account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by us in connection with the business combination, will be used to satisfy the cash requirements of the business combination, including funding the purchase price, paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. The anchor investors may purchase fewer or no forward purchase units in accordance with the terms of the forward purchase agreement in their sole discretion. The forward purchase shares will be identical to shares of Class A common stock included in the units being sold in this offering, except that they will be subject to transfer restrictions and registration rights, as described herein, and the forward purchase warrants will be identical to the private placement warrants so long as they are held by the anchor investors. Prior to this offering, there has been no public market for our units, Class A common stock or warrants. We have applied to have our units listed on the Nasdaq Global Market, or the Nasdaq, under the symbol USAXU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the Nasdaq. We expect that the shares of Class A common stock and warrants comprising the units to begin separate trading on the Nasdaq on the 52nd day following the date of this prospectus (or if such date is not a business day, the following business day) unless Jefferies LLC informs us of its decision to allow earlier separate trading and we have satisfied certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on the Nasdaq under the symbols USAX and USAXW . We are an emerging growth company and small reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 45 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PER UNIT TOTAL Public offering price $ 10.00 $ 150,000,000 Underwriting discounts and commissions (1) $ 0.55 $ 8,250,000 Proceeds, before expenses, to us $ 9.45 $ 141,750,000 (1) $0.20 per unit, or $3,000,000 in the aggregate (or $3,450,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $152,250,000, or $175,087,500 if the underwriters over-allotment option is exercised in full ($10.15 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $3,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $3,450,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2.8 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Book-Running Managers Jefferies BTIG The date of this prospectus is , 2021 TABLE OF CONTENTS We are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information, and neither we nor the underwriters take responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. Until , 2021 all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions. TRADEMARKS This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. TABLE OF CONTENTS sponsor or USA Sponsor Acquisition is to USA Sponsor Acquisition LLC, a Delaware limited liability company, which is controlled by JETC, LLC; and we, us, our, company or our company are to USA Acquisition Corp., a Delaware corporation; Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and our sponsor will forfeit 562,500 founder shares for no consideration. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001875772_trajector_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001875772_trajector_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001875772_trajector_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001878628_rue-gilt_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001878628_rue-gilt_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001878628_rue-gilt_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001879297_lamf_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001879297_lamf_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7616767474fc9c8e6b092fd320eaa363c0b9f36f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001879297_lamf_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to LAMF Global Ventures Corp. I, a Cayman Islands exempted company; Companies Act refers to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; directors are to our current directors and director nominees; founder shares are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; initial shareholders are to holders of our founder shares prior to this offering; LAMF are to LAMF LLC, an affiliate of our sponsor; management or our management team are to our executive officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares public shares are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; private placement shares are to Class A ordinary shares sold as part of the private placement units; private placement units are to the units issued to our sponsor and the underwriters in a private placement simultaneously with the closing of this offering, which private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus; private placement warrants are to the warrants sold as part of the private placement units; and sponsor are to LAMF SPAC Holdings I LLC, a Cayman Islands limited liability company. Wells Fargo Securities, LLC are to Wells Fargo Securities, LLC, the representative of the underwriters of this offering. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED NOVEMBER 5, 2021 $200,000,000 LAMF Global Ventures Corp. I 20,000,000 Units LAMF Global Ventures Corp. I is a blank check company incorporated as a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 18 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, LAMF SPAC Holdings I LLC, has committed to purchase an aggregate of 1,000,000 private placement units at a price of $10.00 per unit, for an aggregate purchase price of $10,000,000 (or 1,060,000 private placement units for an aggregate purchase price of $10,600,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders, which include our sponsor, currently own an aggregate of 7,666,667 Class B ordinary shares (up to 1,000,000 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on The Nasdaq Global Market, or Nasdaq, under the symbol LGVCU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Wells Fargo Securities, LLC informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols LGVC and LGVCW, respectively. We are an emerging growth company and a
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001883138_aries-ii_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001883138_aries-ii_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..76ae19904f64967f18efa13d8270425ce9045d6a
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001883138_aries-ii_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: memorandum and articles of association are to our memorandum and articles of association to be in effect as of the date of this prospectus; ordinary shares are to our Class A ordinary shares, par value $0.0001 per share, and our Class B ordinary shares, par value $0.0001 per share; Companies Act refers to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; directors are to our current directors and director nominees; founder shares are to Class B ordinary shares, par value $0.0001 per share, initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; initial shareholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to Class A ordinary shares, par value $0.0001 per share, sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; representative shares means the 65,000 shares to be granted to Oppenheimer & Co. upon the closing of this offering; sponsor are to Aries II Acquisition Partners, Ltd., a Cayman Islands exempted company; and we, us, company or our company are to Aries II Acquisition Corporation, a Cayman Islands exempted company. All references in this prospectus to shares of the Company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of the Cayman Islands law. All references to the conversion of ordinary shares shall take effect as a redemption of ordinary shares and issuance of the corresponding ordinary shares, where applicable, as a matter of Cayman Islands law. Any share dividened described in this prospectus will take effect as a share captilization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture of 487,500 founder shares by our initial shareholders for no consideration. General We are a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization, or TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED DECEMBER 30, 2021 PRELIMINARY PROSPECTUS $130,000,000 Aries II Acquisition Corporation 13,000,000 Units Aries II Acquisition Corporation is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months (or up to 21 months if we extend the period of time to consummate a business combination) from the closing of this offering, and will expire five years after the date on which they first become effective or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 1,950,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 12 months (or up to 21 months from the consummation of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Aries II Acquisition Partners, Ltd., has committed to purchase an aggregate of 6,400,000 private placement warrants (or 6,887,500 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $6,400,000 in the aggregate (or $6,887,500 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our initial shareholders currently own an aggregate of 3,737,500 Class B ordinary shares (up to 487,500 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on the Nasdaq Stock Market, or Nasdaq, under the symbol RAMXU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Oppenheimer & Co., as representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols RAMX and RAMXW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 40 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Price to Public Underwriting Discounts and Commissions(1) Proceeds, before Expenses, to us Per Unit $ 10.00 $ 0.50 $ 9.50 Total $ 130,000,000 $ 6,500,000 $ 123,500,000 (1) Includes $0.15 per unit, or $1,950,000 in the aggregate (or $2,242,500 if the underwriters over-allotment option is exercised in full), payable upon the closing of this offering. Includes $0.35 per unit, or $4,550,000 in the aggregate (or up to $5,232,500 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. Up to $1,950,000 (or $2,242,500 if the underwriters over-allotment option is exercised in full) of the total amount of the deferred underwriting commissions may be re-allocated among the underwriters or paid to other FINRA members that assist us in identifying or consummating our initial business combination. In addition, we will issue Oppenheimer & Co., the representative of the underwriters, and/or its designees, 65,000 ordinary shares, which we refer to herein as the representative shares, as underwriter compensation in connection with this offering. See the section titled Underwriting for a description of compensation and other items of value payable to the underwriters. See the section of this prospectus entitled Underwriting beginning on page 170 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $131,300,000, or $150,995,000 if the underwriters over-allotment option is exercised in full ($10.10 per unit in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee and JP Morgan Chase Bank, N.A. as investment manager, after deducting $1,950,000 in underwriting discounts and commissions payable upon the closing of this offering (or $2,242,500 if the underwriters over-allotment option is exercised in full) and an aggregate of $2.3 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriter is offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Sole Book-running Manager Oppenheimer & Co. The date of this prospectus is , 2021. TABLE OF CONTENTS TRADEMARKS This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. TABLE OF CONTENTS similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination with a company in any industry or geography, we intend to focus our search on opportunities in certain highly specialized fields within the technology sector across North America, Europe and Asia. Overview The Company plans to take a differentiated approach compared to the recent plethora of special purpose acquisition company ( SPAC ) issuances by focusing its initial business combination search on the following industry segments or themes: Disruptive technologies. Environmental, social and governance ( ESG ); Aerospace, satellites, and space exploration; Quantum computing and chemistry; Artificial intelligence ( AI ) and machine learning ( ML ); Cybersecurity; Blockchain and digital currencies; and Life sciences. Our efforts to identify a prospective initial business combination target may include any industry, sector or geographic region (except for China). We intend to focus our search for an initial business combination on opportunities in certain highly specialized fields within the technology sector across North America, Europe and Asia. We shall not undertake our initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau). We believe that we have created a significant competitive advantage compared to other SPACs that have chosen to pursue potential business combinations with a much wider targeted mandate. With nearly 300 active SPACs as of September 2021 still searching for a business combination, target companies have never had more choices nor do they necessarily know which SPACs to approach. By assembling a management team and board of directors with highly successful operating and investing track records in the industries we seek to pursue, we believe that we will be the preferred SPAC partner for the highest quality assets within our focus areas. In addition, our management team and board of directors have vast experience both investing in and leading various organizations, both public and private, and domestic and international government agencies. This experience base affords us the opportunity to leverage our robust network of contacts to execute our focused strategy across the globe. We also intend to concentrate our efforts on identifying businesses with enterprise values less than $2 billion. We believe that this segment of the market is underserved and has greater valuation arbitrage opportunities and more favorable competitive dynamics compared to many SPACs that are targeting assets with enterprise values greater than $2 billion. In 2020, the average SPAC initial public offering ( IPO ) raised gross proceeds of $336 million. Raising less capital in our IPO will enable us to offer target companies at our preferred valuation range a more compelling transaction structure versus larger SPACs that may be seeking a similar asset. In addition, we can maintain a higher degree of agility and flexibility should we choose to pursue a business with an enterprise value greater than $2 billion by leveraging our public stock as additional currency for the merger consideration. Certain members of our board of directors are actively engaged in Aries I Acquisition Corporation, a special purpose acquisition corporation that completed its initial public offering in May 2021. Aries I Acquisition Corporation announced a business combination with Infinite Assets, Inc. (InfiniteWorld) on December 13, 2021. Such business combination has not yet closed and is subject to customary closing conditions. We believe we have the right team, strategy and market opportunity to identify, acquire and manage a best-in-class business with the ultimate mandate of delivering an attractive return to all stakeholders. TABLE OF CONTENTS MARKET AND INDUSTRY DATA This prospectus includes certain market and industry data that are based on third-party sources, including publicly available information, industry publications and reports. Third-party industry publications and forecasts generally state that the information contained therein has been obtained from sources generally believed to be reliable. We have not independently verified any third-party information. Industry and market data could be inaccurate because of the method by which sources obtained their data and because information cannot be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Such data and estimates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in Risk Factors. These and other factors could cause future performance to differ materially from such data and estimates. See Cautionary Note Regarding Forward-Looking Statements. TABLE OF CONTENTS Management and Board Our team is comprised of highly successful investors and operators who, collectively, have a proven track record of identifying and capitalizing on emerging technological trends. While this positions us well to source and acquire potential targets, we also expect to deliver significant value to the target company s management team post-acquisition by sharing our unique experiences and network in order to support continued growth and value creation opportunities. Thane Ritchie, Chairman and Chief Executive Officer Mr. Ritchie has extensive experience in both public and private markets in all phases of company growth including seed capital, growth capital, secondary markets, mergers and acquisitions ( M&A ), trade sales and public exits. Mr. Ritchie has participated in early stage/venture funding and investing in the pre-IPO stages of companies such as Facebook, Cambridge Quantum Computing, Twitter, eHarmony, Spotify, Pinterest, and StubHub. He also has provided private capital solutions to Fortune 100 companies like Shell Oil and Allstate. Mr. Ritchie has significant experience in vetting companies for potential acquisitions and has developed several innovative funding models. He has over a decade of experience in the SPAC marketplace specifically in private investment in public equity ( PIPE ) transactions, warrants and the de-SPAC process. Mr. Ritchie has served on multiple private company boards and currently is CEO and sits on the board of Global Investment Capital Corp and serves as the Chairman of Aries I Acquisition Corporation. Mr. Ritchie attended both Fullerton College and Duke University and graduated with a B.A. from Wheaton College. Paul Wolfe, President Mr. Wolfe has deep experience in both public and private markets and in all phases of company growth including seed capital, growth capital, secondary markets, M&A, trade sales, PIPE transactions, warrants, and public exits. As a Principal for over a decade at Ritchie Capital Management, a global multi-strategy alternative investment platform, Mr. Wolfe managed its private equity / venture capital, real estate, energy, and insurance teams. Additionally, Mr. Wolfe is the former Chief Operating Officer of Mission Measurement, a leading strategy advisory firm recognized globally for its leadership in the design, measurement, and evaluation of the investments of corporations, foundations, and governments targeting a social impact. Mr. Wolfe currently serves as the Chief Operating Officer of Aries I Acquisition Corporation. Mr. Wolfe also worked at GE Capital, where he served as Deal Manager for several GE investments in telecommunications in Latin America and Europe. Post-transaction service included appointment as Board Director and the Integration Manager (Interim Chief Operating Officer) for several GE investments in the region. At Bain & Company, Mr. Wolfe served as a strategy consultant in the U.S. and Brazil. He holds a B.A. from Williams College and a M.B.A. from the University of Chicago Booth School of Business. Andy Lester, Chief Risk Officer and Director Nominee Mr. Lester has over 40 years of experience building and managing businesses and both training and hiring the individuals within the business units. His background is diverse having started in public accounting, working as an analyst then a manager for Fortune 500 companies before moving to Wall Street. He, along with his brother, built a 10 person team at Donaldson, Lufkin & Jenrette ( DLJ ) that specialized in providing research coverage to hedge funds, family offices, and managing retail capital for 17 years. After DLJ was sold to Credit Suisse, their team moved to ABN-AMRO where he was Managing Director and Co-Head of Hedge Fund sales and research. After, he was COO of Sigma Capital, a division of SAC Capital Advisors and later a Portfolio Manager at the firm, responsible for investing in syndicate deals globally. He was COO of Convector Capital and Co-founder of two hedge funds. He was Co-Head Origination & Investments at ShareNett. Mr. Lester currently serves as a director and the Chief Risk Officer of Aries I Acquisition Corporation. He earned a B.S. in Accounting from Brooklyn College, a M.B.A. from the State University of New York at Albany and is a certified public accountant ( CPA ) in New York State. TABLE OF CONTENTS Josh Lewis, Chief Information Officer Mr. Lewis has 25 years of experience evaluating, implementing, designing and building software, data analytics, and machine learning systems for leading organizations in several industries around the world, including financial services, health care, oil and gas, natural resources, utilities, government, and construction. As CEO of Level49, a consulting group, he advises investment funds on software, AI, and analytics companies, testifies as an expert witness in technology litigation, and provides technology services. He also teaches graduate students at the Center for Technology Management at Columbia University, where he is a mentor. Mr. Lewis currently serves as the Chief Information Officer for Aries I Acquisition Corporation. Prior to Level49, he was the Chief Technology Officer ( CTO ) at Enstoa, a global technology consulting firm serving the capital projects industry. Responsible for technology strategy, product development and project delivery, he led the firm s growth from its inception to become a leading technical integrator in its space. Previously, he led data engineering and analytics at Davidson Kempner Capital Management, an alternative asset management firm, and was a Director in the Investment Banking and Leveraged Finance Division at CIBC World Markets, a global investment bank. Mr. Lewis received a B.A. in Psychology from UC San Diego, where he did graduate work with pioneering researchers in artificial intelligence building neural network models of language acquisition and processing, and an M.B.A. from Columbia Business School. Nathan Smith, Chief Financial Officer Mr. Smith brings extensive leadership experience in operations, fund management, financial analysis, and strategic consulting across a number of industries. Mr. Smith serves as the Managing Director and CFO of 60 Degrees, a provider of strategic financial capital and human resources to alternative investment funds, family offices, and their underlying portfolio companies. 60 Degrees Group has operations in the United States, Cayman Islands, Canada and Malta. Mr. Smith serves on the board of a number of the portfolio companies, both public and private, including those specializing in technology, real estate and financial sectors. Mr. Smith also runs a successful real estate development operation specializing in residential and multi-use sites within the Cayman Islands and midwestern United States. Mr. Smith currently serves as the Chief Financial Officer for Aries I Acquisition Corporation. Prior to 60 Degrees Group, Mr. Smith was the Managing Director of a private fiduciary company providing independent directorships and trustee services to alternative investment funds and portfolio companies. He was also the Senior Vice President of a privately held, full-service bank overseeing analysis and allocation. Prior to his time at the private bank, Mr. Smith was a manager with PricewaterhouseCoopers, focusing on providing strategic services to alternative investment funds. He also spent four years as an Active Duty Airman in the United States Air Force where he specialized in deploying information technology in forward locations and intrusion detection/penetration testing. Mr. Smith is involved with several charitable organizations, notably serving on the board of the Cayman Islands chapter of 100 Men Who Give a Damn. Mr. Smith is a licensed CPA in the State of New Jersey, holds the TEP designation from the Society of Trust and Estate Professionals and received an M.B.A. in Finance from Monmouth University. Sam Collins, Chief Operating Officer Mr. Collins is currently the CEO/President of Toronto-based Creation Wealth Capital. Mr. Collins and his partners founded Creation Wealth Capital in 2018 with an eye on providing both private and corporate clients innovative alternative investment products alongside with traditional investment services. Prior to founding Creation Wealth Capital, Mr. Collins was Executive Vice President/ Head of Wealth Management at Echelon Wealth Partners, one of Canada s preeminent independent investment dealers. Under Mr. Collins guidance, Echelon expanded its assets under administration by nearly 500%. Mr. Collins TABLE OF CONTENTS has also facilitated four mergers/acquisitions in the Canadian wealth management space totaling several billion in assets under administration. Throughout his 30-year career in the financial services industry, Mr. Collins has held senior management roles for some of the larger North American firms such as Merrill Lynch and CIBC as well as starting up two smaller independent boutique investment dealers. His diverse and unique background includes sales, sales management, operations, compliance, product development, as well as several executive management positions. On the personal side, Mr. Collins has been and is still currently involved in Special Olympics Canada, Challenge League Sports and has sat on many boards and committees with the Investment Industry Regulatory Organization of Canada (IIROC) and the Investment Industry Association of Canada (IIAC). Patrick Conway, Chief Development Officer Mr. Conway has many years of focusing on maximizing value of both venture and private equity investments, focusing on growth and performance improvements, financings, and M&A activities covering various sectors and areas of the capital structure. He also has over 15 years serving as a portfolio manager of alternative and opportunistic investments for both a multi-strategy hedge fund and a family office. As a portfolio manager, Mr. Conway served as an active and hands-on board member for various portfolio companies. In 2014, Mr. Conway founded TerraCarta, a real asset leasing and development company, and has served as CEO/President since its founding. He is also currently CEO of Dara Management, a yield focused asset manager, a role he has held since 2018. Dara matches portfolios of de-risked assets with esoteric financings to provide above market risk-adjusted returns for several large institutional investors. From 2012 to 2018, Mr. Conway served as Vice President of 60 Degrees. Mr. Conway currently holds several private board positions and has served on the board of Global Investment Capital Corp (TSX: GLIN) since 2017. Mr. Conway received a bachelor s degree from the University of Chicago. Ken Rosenblum, General Counsel and Secretary Mr. Rosenblum is a New York City-based corporate and securities attorney with over 25 years of broad experience in mergers and acquisitions, debt and equity capital markets, senior lending, venture capital, private equity, private investment funds and SEC regulatory and compliance matters. Mr. Rosenblum currently advises a family office on their venture capital and private equity investments. Previously, he served as the General Counsel of Ritchie Capital Management, a global multi-strategy alternative investment platform, and was a partner at Sonnenschein in New York City, where he advised public and private companies and completed transactions in numerous industries including media, telecom, technology, energy, healthcare and insurance. Mr. Rosenblum began his legal career as a corporate lawyer at the New York and London offices of Weil Gotshal & Manges LLP and Fried, Frank, Harris, Shriver & Jacobson LLP. He has also worked in Silicon Valley representing tech and biotech start-up companies. Mr. Rosenblum currently serves as the General Counsel and Secretary of Aries I Acquisition Corporation. Mr. Rosenblum is licensed to practice law in the State of New York. Mr. Rosenblum received a B.A. from Lehigh University and a J.D. from Fordham University School of Law. He is an active supporter of several local institutions and organizations, including The Horace Mann School. Randy Brinkley, Director Nominee Mr. Brinkley established Brinkley & Associates Company as a private investment and aerospace consulting firm in August 2004. Mr. Brinkley is also a limited partner and member of the Operational Executive Board for J.F. Lehman Company LLC, a private defense and aerospace equity investment firm. Mr. Brinkley is also a member of the U.S. Space Board of Directors. Mr. Brinkley currently serves as a director and the Chief Executive Officer of Aries I Acquisition Corporation. Mr. Brinkley was formerly President of Boeing Satellite Systems Inc. ( BSS ), the world s largest manufacturer of commercial communication satellites. Prior to that, he was the Senior Vice President of Programs for Hughes Space and Communications Company. Mr. Brinkley was the NASA Program Manager TABLE OF CONTENTS for the International Space Station ( ISS ) from 1994 until 1999. At NASA, Mr. Brinkley was responsible for the design, development, test, launching, and on-orbit assembly of the ISS elements as well as the integration of Russia s participation in the ISS Program. Before his assignment as Program Manager for the ISS, Mr. Brinkley was the Mission Director of the Hubble Space Telescope Repair Mission. From 1990 to 1992, Mr. Brinkley managed research and development activities for Advanced Aircraft systems and technologies at the McDonnell Douglas Aircraft Company. Mr. Brinkley served in the U.S. Marine Corps for 25 years before retiring as a Colonel. As a company commander, Mr. Brinkley led combat operations in the Republic of Vietnam before entering the U.S. Air Force pilot training program. After being designated a Naval Aviator, Mr. Brinkley was selected as the Navy s Flight instructor of the Year and later earned the designation of Marine Corps Aviator of the Year in 1976. Mr. Brinkley has flown more than 4,000 hours in 42 types of aircraft, which include the F-18 Hornet, AV-8B Harrier and the F-4 Phantom. As a Marine Aviator, Mr. Brinkley commanded a F-4 fighter squadron as well as the prestigious Marine Aviation Weapons and Tactics Squadron and later an air group of seven F-18 squadrons. Mr. Brinkley received his B.S. degree from the University of North Carolina and a M.S. degree from Boston University and undertook graduate level studies in strategic defense and international relations at the Naval War College. Mr. Brinkley also graduated from the Marine Corps School of Engineering and, as a Marine Corp Aviator, he graduated from the Navy Fighter Weapons School (TOPGUN). He also graduated from the Marine Corp Amphibious Warfare School and NATO Defense College. In addition, Mr. Brinkley also was a Strategic Studies Fellow at the Naval War College. Mr. Brinkley has received awards for his outstanding achievement in aerospace, including the NASA Distinguished Service Medal and two NASA Outstanding Leadership Medals. Mr. Brinkley was also awarded the 1993 Aviation Week and Space Technology Laurels Award, the National Aviation Association s Robert J. Collier Trophy in 1993 for his efforts as Mission Director of the Hubble Telescope Repair Mission. He was subsequently inducted into the Smithsonian s Aviation Hall of Fame for his efforts as Program Manager of NASA s International Space Station. Mr. Brinkley has also received the Space Achievement Award from the U.S. Space Foundation and the Nelson P. Jackson Aerospace Award from the National Space Club. Mr. Brinkley was also awarded his second Robert J. Collier Trophy as a member of the ISS program team for NASA. Michael Lerner, Director Nominee Mr. Lerner has over 35 years of experience providing strategic judgment and practical advice regarding diverse matters for pharmaceutical, life sciences, and health care companies. Mr. Lerner has a background in product acquisitions and divestitures, technology licensing, sales and marketing practices, mergers and acquisitions, intellectual property, corporate compliance, employment law and regulatory matters. Mr. Lerner is currently a partner at Lowenstein Sandler LLP, where since 2006 he has chaired the Life Sciences Group. From August 2008 to December 2010, Mr. Lerner also was the Senior Vice President and General Counsel of EKR Therapeutics, a specialty pharmaceutical company focusing on acute care hospital products. Mr. Lerner recently served on the board of directors of Blue Water Acquisition Corp. (NASDAQ: BLUWU) from December 2020 until its merger with Clarus Therapeutics, Inc. in September 2021. Prior to joining Lowenstein Sandler, from September 2000 to August 2006, Mr. Lerner was Vice President and General Counsel at Reliant Pharmaceuticals Inc., which Mr. Lerner helped grow into one of the nation s largest privately held pharmaceutical companies before it was acquired by GlaxoSmithKline in 2007. As part of Reliant s senior management team, he was named lead inside lawyer on numerous product acquisitions and dispositions. He currently serves as Chairman of the board of directors of the Blanche and Irwin Lerner Center for the study of Pharmaceutical Management Issues at Rutgers Business School. Mr. Lerner brings valuable expertise in legal considerations of the life science industry, as well as a documented track record of public speaking and professional presentations to the team. Mr. Lerner received a J.D. from Hofstra University School of Law and a B.A. from Boston University. Ray Conley, Director Nominee Mr. Conley is the CEO of Benetic Inc., a financial services technology company serving the retirement market. Over the past 25 years, Mr. Conley has led technology companies across multiple industry sectors including financial services, enterprise software and aerospace. Previously, Mr. Conley led a specialty finance TABLE OF CONTENTS firm, Finance Technology Leverage LLC and Creekstone Capital Management, a registered investment advisor. Prior to Creekstone, Mr. Conley was a fund manager at Palo Alto Investors and a private equity and venture capital partner at Oak Hill Capital. He has led over two dozen venture capital and leveraged buyout investments creating over $6 billion in market value, including Financial Engines (NASDAQ: FNGN), Telephia (NASDAQ: NLSN), and Limelight Networks (NASDAQ: LLNW). Mr. Conley began his career as a satellite propulsion engineer at Hughes Aircraft Company and later joined McKinsey & Company. Mr. Conley currently serves on the boards of directors of Reciprocity, Inc., the leading software provider of governance, risk, and compliance for information security and Aries I Acquisition Corporation. Ray received his B.S. and M.S. in Aerospace Engineering with a concentration in Economics from Massachusetts Institute of Technology. He is the inventor of the air-breathing ion rocket engine and has published research on the cause of aortic aneurysms. Ray is a member of the Honorable Order of Kentucky Colonels and is a holder of the right to use the Chartered Financial Analyst designation. Dr. Mark Mykityshyn, Director Nominee Dr. Mykityshyn is the CEO and Managing Partner of Endeavor Technology Group, LLC, a private investment firm that provides flexible capital solutions and strategic support for middle-market, technology- centric businesses in the aerospace, defense and cybersecurity sectors. Dr. Mykityshyn possesses a unique background derived from his experience and demonstrated performance over the past 30 years in building and leading diverse teams in the military, academia, and business. Prior to Endeavor, he co-founded and managed three companies, including two investment firms. At the nexus of his experience base is an expansive understanding of technology and the unique ability to make substantive intellectual contributions while applying that knowledge to investment finance. His knowledge of aerospace-related network architectures and complex dynamic systems led to investment focus areas as a two-time fund manager that included cybersecurity, sensor / data analytics, command and control technologies, and intelligence, surveillance and reconnaissance-related technologies. He also worked with NASA on the design of a multifunction electronic display system that was implemented into the Space Shuttle fleet. In his various roles, he has served as Managing Partner, CEO, Chairman, Co-Chairman, and Executive Chairman, developing and executing strategies to help orchestrate substantive exits for multiple companies. Among others, he: co-founded Backwire, Inc., that sold to Leap Wireless International (NASDAQ: LWIN); co-wrote the business plan for the company that became WebMD (NASDAQ: WBMD); was on the pre-finance team and investor #4 in Endeca Technologies, Inc., a $1 billion+ sale to Oracle Corporation (NASDAQ: ORCL); helped lead the growth of DataPath, Inc. as Co-Chairman to over 500 employees and a $300 million revenue run rate within 20 months, resulting in the institutional IPO of the company. Dr. Mykityshyn currently serves as a director of Aries I Acquisition Corporation. Dr. Mykityshyn served in the military as a Marine Corps officer and Naval Aviator. His civilian participation in national security affairs includes serving as the Chairman of the U.S. Army War College Board of Visitors, and as a member of or advisor to the Naval Research Advisory Committee, the Defense Science Board, the Air Force Scientific Advisory Board, and NASA s Advisory Council. He is currently a Senior Fellow in the Center for Business and Public Policy at Georgetown University. He is also a member of The George Washington University s Research Advisory Board, and a member of the National Advisory Council for its School of Engineering and Applied Sciences. A graduate of the U.S. Naval Academy, he earned his Doctorate in Systems Engineering, minor in Aerospace Engineering, from the Georgia Institute of Technology. He also earned a Master s degree from the Science, Technology & Public Policy Program at Harvard s Kennedy School of Government, and the degrees of Engineer of and Master of Science in Aeronautics and Astronautics from the Massachusetts Institute of Technology. Dan Webb, Director Nominee Dan Webb is a trial attorney and co-executive chairman of Winston & Strawn LLP. Prior to joining the firm in 1985, Mr. Webb served as the U.S. Attorney for the Northern District of Illinois. His practice TABLE OF CONTENTS concentrates in the areas of major commercial, civil, regulatory and white-collar criminal cases. Mr. Webb has been appointed by courts to act as a Special Prosecutor or in a similar capacity on five occasions. Mr. Webb has received numerous awards and recognitions, including BTI Client Service All-Star in 2017 and he was a 2010 recipient of the Inns of Court Professionalism Award. Mr. Webb is a Fellow of the American College of Trial Lawyers and the International Academy of Trial Lawyers. Mr. Webb previously served on the board of directors from Equal Justice Works from 2011 to 2017 and in 2008 he chaired the Chicago Bar Association s Campaign for Justice. Mr. Webb currently serves as a director of Aries I Acquisition Corporation. Mr. Webb has also served on the board of directors of The Shirley Ryan Rehabilitation Institute since 2018. Mr. Webb earned his JD from Loyola University, Chicago. Special Advisors Dan Tapiero, Special Advisor Mr. Tapiero is currently the CEO and Managing Partner of 10T Holdings, a fund that he is launching that will own private equity of mid-to late-stage companies operating in the digital asset ecosystem. He is also the Managing Partner of DTAP Capital Advisors, a global macro investment fund he launched in 2004 that currently holds his personal investments. He is the Co-Founder and a current board member of Gold Bullion International ( GBI ) , an institutional-grade physical precious metals platform that is integrated with the world s top wealth managers, custodians, and e-commerce companies. GBI has grown to become a large vaulter of gold outside of the banking system and also expanded into the cryptocurrency universe in 2014. In 2006, Mr. Tapiero, along with Stan Druckenmiller and Goldman Sachs, founded the Agricultural Company of America, one of the largest private farmland REITs in the United States. In his 28-year career, Mr. Tapiero has worked as a Global Macro Portfolio Manager and Analyst with various well-known investors. Mr. Tapiero graduated Phi Beta Kappa from Brown University, where he also earned his master s degree in European History. He has been on the board of trustees of the Lawrenceville School for the past 11 years and currently chairs the investment committee. Mr. Tapiero is currently on the board of directors of Aries I Acquisition Corporation. Petros Kitsos, Special Advisor Mr. Kitsos is currently the Managing Principal of TBL Strategy, a strategic advisory firm, and Co-Founder and Principal of The KT Family Trust, a private investment trust. Mr. Kitsos is widely acknowledged as one of the pre-eminent strategy and merger experts in the aerospace, alternative energy and diversified industrial sectors and his advisory and transactional involvement has contributed to the significant and successful growth of a variety of companies in those sectors in the past 30 years. Mr. Kitsos enjoyed a distinguished 16-year career in investment banking with Citigroup, Salomon Smith Barney and Salomon Brothers where, among other responsibilities, he served as Head of the Global Defense & Aerospace Group, Head of Western Region Mergers & Acquisitions and Co-Head of the Los Angeles office. The KT Family Trust is a private investment entity that undertakes minority investments in businesses focused on industrial manufacturing and energy independence. TBL Strategy provides strategic advisory services to C-level executives across a broad array of industries since its establishment 13 years ago. Mr. Kitsos presently serves as an independent director of Sonnedix Power Holdings Ltd. and Northrop Grumman Federal Credit Union, a federally chartered credit union. In addition, Mr. Kitsos served as Alumni Trustee of Hamilton College from 2004 to 2008 and as Alumnus Trustee of Anatolia High School from 1999 to 2003. He has also served on the boards of directors of companies in which the The KT Family Trust or an affiliate was, or continues to be, an investor. Mr. Kitsos is a Phi Beta Kappa graduate of Hamilton College, and holds an M.B.A. with honors from Harvard Business School. He also attended St. Antony s College, Oxford. TABLE OF CONTENTS Chris Perry, Special Advisor Chris Perry is an internet pioneer, experienced CEO, digital entrepreneur and marketer. He is also an active investor and advisor to early-stage companies in the data, machine learning and technology space. Mr. Perry founded one of the first UK digital marketing agencies in 1996 and built it into one of the largest UK specialists, which was acquired by Razorfish. When Razorfish was ultimately sold to Microsoft in 2007, Mr. Perry was retained to provide leadership to Microsoft s enterprise sales team. Subsequently, he created one of the first joint venture startups with WPP and Fabric Worldwide, which built digital marketing automation platforms and data unification capabilities for WPP s top ten clients. He also led the UK office of Wunderman Thompson from 2015 to 2016. Michael Wang, Special Advisor Michael Wang is Founder & CEO of Prometheus Alternative Investments, Inc., with the mission to democratize access to alternative funds. Mr. Wang brings with him 15 years of experience in executive leadership and active portfolio management across many sectors. He was the Managing Partner and Portfolio Manager at the Cypress Funds, a Los Angeles-based hedge fund. Previously, Mr. Wang was a founding Principal and the Generalist Head at Tourbillon Capital and helped grow the alternative asset management firm to $2 billion before leaving to lead Cypress Funds. Prior to Tourbillon, he spent five years as a senior analyst at SAC Capital, helping grow one of the largest and most successful portfolios there. Mr. Wang is also a board member of Jabberwock Ventures, bringing e-commerce to Pakistan, the fifth most populous country in the world with only 1% e-commerce penetration. He serves as an advisor to Vibrant Ventures, a venture capital firm focused on plant-based consumer companies. Additionally, he serves as an advisor to long/short equity hedge fund Blue Duck Capital. Mr. Wang was named one of Institutional Investor s Hedge Fund Rising Stars in 2016. During his leadership, Cypress Funds was awarded the best U.S. equity fund under $1 billion in 2018 by the HFM U.S. Performance Awards which showcases top-performing hedge funds. He started his career in investment banking with Citigroup and has a BS in Finance from New York University s Stern School of Business. Eric Varma, Special Advisor Eric Varma, MD is the Founder and Chief Investment Officer of Titanite Investment Management LP (Titanite), which focuses on breakthrough biotech and medtech innovations. From 2009 to 2020, Dr. Varma was a Partner at Oracle Investment Management (Oracle), which is a fundamental research driven investment management company focused on the global health care and bioscience industries. Prior to Titanite and Oracle, Dr. Varma s experience included working at SVB Leerink, a healthcare investment bank, the Boston Consulting Group (BCG), and the Food and Drug Administration (FDA). Dr. Varma is currently on the board and acting as Treasurer for the International Centre for Missing & Exploited Children (ICMEC), and is also on the board of Biological Dynamics, a private liquid biopsy company targeting early cancer detection. He served on the board of Aspira Women s Health (NASDAQ: AWH) during the transformative period (2013-2018) when Aspira developed a next-gen liquid biopsy diagnostic for ovarian cancer, which received FDA approval. Dr. Varma received his BA from the University of California at Berkeley, MD from the Albert Einstein College of Medicine, and an MBA from the MIT Sloan School of Management. Scott Keeny, Special Advisor Scott Keeny, also known as DJ Skee, built a successful brand by consistently identifying the next trends in music and culture. As a DJ, Skee is best known for introducing the world to artists including Kendrick Lamar, Lady Gaga, Post Malone, Travis Scott and more on his TV and radio platforms. Skee has produced for Snoop Dogg and Michael Jackson and composed music for top selling video game series like HALO and Ghost Recon. As a performer, Skee has opened up and held residencies at high-profile clubs and venues globally, including XS at the Wynn/Encore in Las Vegas and US Bank Stadium in Minneapolis. Skee has received numerous awards and accolades including Mixtape and Radio DJ of the Year, Billboard and TABLE OF CONTENTS Forbes 30 Under 30, as well a mayoral proclamation in his hometown of St. Paul, Minnesota, declaring May 26th DJ Skee Day. In raw numbers, Skee has generated over four billion views and has a network of over two million followers. Skee has worked with some of the biggest brands over the past decade like Beats By Dre and has helped numerous Fortune 500 brands, including Nike and Google. After spending over a decade on satellite and FM radio, Skee founded Dash and turned it into the world s largest all original digital radio platform. Skee produced the Netflix original documentary Sneakerheadz, has produced eleven number one music videos, and hosted/produced five seasons of Skee TV on Fuse. Skee is an early venture investor in several ventures, including StockX, HotelTonight (acquired by Airbnb) and Thrive. Skee Sports is an award-winning sports content and game day entertainment agency that currently works across the NFL, NBA, MLB and other sports leagues. Skee is an owner of Cards & Coffee in Hollywood and runs the collectible alternative asset fund, Mint10. Most passionately, Skee is an active philanthropist working with numerous organizations, including the UN Foundation and GRAMMY Foundation. Ben Jones, Special Advisor Ben Jones has spent his entire career at the cutting edge of technology. Mr. Jones currently serves as Chief Product Officer for FitXR, a virtual reality-based exercise platform. Prior to FitXR, Mr. Jones served as Global CTO at AKQA, where he led a 700-person engineering team to establish AKQA as the world`s most influential and awarded innovation agency with a successful exit to WPP plc. Mr. Jones was recently on the global executive team for Primer.ai, the world leader in natural language processing. He is an active investor across Quantum, AI and recently VR/Mixed Reality whilst holding board advisory positions with various companies. Business Strategy We have assembled a highly specialized team of managers, operators, investors and advisors with deep public and private company experience in our sector focus areas which, we believe, uniquely positions us to attract the highest quality assets in those market sectors. Our business strategy entails the identification and completion of an initial business combination with company that stands to benefit substantially from the managerial and operational experience, past successes, vast network and global reach of our management team and board of directors. Our Chairman, Chief Executive Officer and founder, Thane Ritchie, is a renowned financial industry veteran and serial entrepreneur with broad experience as a founder, investor and operator of companies of all sizes. As both an investor and operator, Mr. Ritchie possesses a vast network of relationships that provides him access to first look opportunities in both the public and private markets. Mr. Ritchie also has significant experience in vetting companies for potential M&A opportunities. He has developed several innovative funding models and has more than a decade of experience in the SPAC marketplace with a specific focus in PIPE transactions and the de-SPAC process. Our strategy revolves around seeking targets in the following industry segments or that exhibit the following themes: Disruptive technologies; ESG; Aerospace, satellites and space exploration; Quantum computing and chemistry; Artificial intelligence and machine learning; Cybersecurity; Blockchain and digital currencies; and Life sciences. TABLE OF CONTENTS Disruptive technology companies that focus on blockchain and artificial intelligence are potential attractive targets. Disruptive innovation in these sectors significantly alters the way that consumers, industries, or businesses operate. While innovators create new markets with their products and services, investors of disruptive technology companies also receive unparalleled returns during the mass adoption phase. We believe there are significant, attractive investment opportunities that exist within sectors that benefit from the ongoing ESG trends. Rising awareness among governments and global corporations to combat climate change is driving the need to achieve environmental sustainability. Nearly one-fourth of Fortune Global 500 companies have made a public commitment that they are, or will be by 2030, carbon neutral, using 100% renewable power, or meeting a Science-Based emission reduction target. Additionally, companies are undertaking ESG initiatives and publishing sustainability reports more than ever before. Earlier this year, Fidelity reported that stocks with high ESG ratings outperformed the benchmark in 2020 and nearly 60% of ESG-focused funds outperformed the wider market over the past decade. According to Bloomberg Intelligence, global ESG assets could exceed $53 trillion by 2025, representing a third of global Assets Under Management. It is estimated that over $100 trillion will need to be invested through 2050 to drive the decarbonization of energy systems and the U.S. economy. We believe we can help accelerate the advent of disruptive technologies by providing the right target company access to new capital and the expertise of our management team and board. The global space economy is projected to grow from approximately $360 billion today to more than $1 trillion by 2040 as the industry expands to meet growing demand from customers looking for internet bandwidth, national security, research, hypersonic point-to-point transport, and deep space exploration solutions. The global quantum cryptography industry is projected to grow from ~$0.4 billion in 2020 to ~$16 billion by 2030, representing a ~45% compounded annual growth rate ( CAGR ) driven by rising demand for information security and quantum supremacy. In the near term, the global machine learning market is projected to grow from ~$5.2 billion in 2021 to ~$13.9 billion by 2024, representing a CAGR of ~28% as enterprise investments in upgrading IT infrastructure and an increasing adoption of advanced technologies occur at an accelerated pace. Furthermore, the global cybersecurity market is projected to grow from $173 billion in 2020 to $270 billion by 2026, representing a CAGR of ~8% as work from home environment security concerns lead to additional cybersecurity spending on solutions including end-point security, firewalls, virtual private networks, and multi-factor authentication. The global blockchain technology market is projected to grow from ~$2.5 billion in 2020 to ~$10.7 billion by 2024, representing a CAGR of ~44% as increased adoption from consumers in the banking, financial services, insurance, government and healthcare sectors occurs. The life sciences and medical technology sectors, represent an enormous and growing target market with a large number of potential target acquisition opportunities. In 2019, total U.S. national health expenditures represented approximately $3.8 trillion. According to the Center for Medicare and Medicaid Services, in 2018, total U.S. national health expenditures represented approximately $3.6 trillion, accounting for approximately 18% of total U.S. Gross Domestic Product. According to IBISWorld, in February 2020, the global biotechnology market is expected to grow almost 2.9% to over $303.2 billion in revenue in 2021. These industries tend to be highly technical in nature and require certain levels of sophisticated knowledge in order to effectuate meaningful value creation strategies. In addition, the underlying technologies powering these sectors have experienced rapid and disruptive development that are unlocking next generation applications and use cases that will drive strong demand for these solutions over the next decade and beyond. Our management team and board of directors are uniquely qualified to understand these trends and will be able to identify and add value to those assets that stand the best chance to generate attractive returns to our shareholders. We also intend to concentrate our efforts on identifying businesses with enterprise values of less than $2 billion and may be located outside of the U.S. However, we shall not undertake our initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau). We believe this segment of the market has greater sourcing inefficiencies as companies of this scale and geographic footprint tend to be overlooked. Our core competencies and international Rolodex will allow us to identify opportunities earlier, move faster, and catalyze more accretive value creation strategies versus our competition. In addition to potential business combinations we may identify on our own, we also anticipate that our focused mandate and pedigreed team will generate inbound leads from various sources TABLE OF CONTENTS outside of our network, including investment market participants, private equity and venture capital groups, investment banking firms, consultants and large business enterprises seeking to divest non-core assets or divisions. The Company team possesses the following characteristics necessary to execute on our business strategy: Extensive leadership experience: Our management team and board of directors have held leadership positions at and invested in some of the world s most cutting edge and forward thinking public and private companies in our core focus areas. Access to proprietary deal flow: As both lead investors and operators with deep relationships across the globe, we have consistent access to unique opportunities before they become more widely available to others. Deep-pocketed network: Our network includes asset managers who collectively manage billions of dollars, allowing us to support fully the strategies we wish to implement and provide target companies with deal certainty. Focus on aligning interests: We have a deep commitment to providing win-win scenarios for all stakeholders and will focus on generating attractive outcomes for our investors as well as the target company s shareholders, employees and customers. Extensive investing and M&A experience: Our team has completed numerous investments and transactions with companies through their lifecycle, including seed and growth equity rounds, IPOs, integrating acquisitions and several SPAC and de-SPAC transactions. Track record of value creation: We have a long history of generating substantial risk-adjusted returns for our shareholders across public and private markets and through many business cycles over the last several decades. Business Combination Criteria Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more companies that we believe: can be significant leaders in disruptive technologies, ESG-focused initiatives, aerospace, satellites, and space exploration, quantum computing and chemistry, artificial intelligence and machine learning, cybersecurity, blockchain and digital currencies, life sciences and medical technology; are technology first companies with strong portfolios of intellectual property, trade secrets and know-how; have strong, experienced and well-rounded management teams already in place; operate in large total addressable markets with compelling secular industry growth drivers; have a compelling financial profile with strong organic revenue growth and profitable underlying unit economics; have significant organic and inorganic growth opportunities that can be accelerated by going public; possess sustainable competitive advantages and defensible market positions with strong barriers to entry; have an initial enterprise value of less than $2 billion; maintain operations in North America, Europe or Asia; and will offer an attractive risk-adjusted rate of return for our shareholders. We also anticipate offering the following benefits to our business combination partner: TABLE OF CONTENTS partnership with our management team and board of directors who have extensive and proven experiences in leading, operating and investing in world-class companies in our focus areas; access to our vast network of contacts and relationships across the globe to accelerate growth initiatives; access to deep-pocketed, fundamental investors who can provide confidence with respect to deal closure and long-term support of implementing management s strategy; increased market presence and a raised company profile to improve credibility with customers, suppliers, employees, and investors by virtue of going public; de-risk existing shareholders while maintaining upside through equity rollover and creative transaction structuring; a listed public currency for future acquisitions and quick access to the capital markets to support organic growth opportunities; ability to motivate and retain key employees with a more liquid stock-based compensation program; and ability for the existing management team to retain control and accelerate their long-term vision. Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews and inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our operational and capital planning experience. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event that we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. However, we do not TABLE OF CONTENTS believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, the members of our management team have agreed not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 12 months (or up to 21 months if we extend the period of time to consummate a business combination) after the closing of this offering. We do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, Inc. ( FINRA ) or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post- transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. TABLE OF CONTENTS Our sponsor paid a nominal purchase price for the founder shares and, as a result, is likely to earn a substantial profit on its investment in us upon disposition of its Class A ordinary shares even if the trading price of our Class A ordinary shares declines after we complete our initial business combination. Our sponsor may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares. See Risk Factors The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we complete an initial business combination. In addition, the value of the sponsor s founder shares will be significantly greater than the amount our sponsor paid to purchase such shares in the event we complete an initial business combination, even if the business combination causes the trading price of our Class A ordinary shares to materially decline. In addition, the value of the sponsor s founder shares will be significantly greater than the amount our sponsor paid to purchase such shares in the event we complete an initial business combination, even if the business combination causes the trading price of our Class A ordinary shares to materially decline. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that fiscal year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that fiscal year s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Our executive offices are located at 23 Lime Tree Bay, P.O. Box 1569, Grand Cayman, Cayman Islands, KY-1110 and our phone number is (345) 926-4915. Upon completion of this offering, our corporate website address will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus forms. You should not rely on any such information in making your decision whether to invest in our securities. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001883962_alsp_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001883962_alsp_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..51b2af2fda64a2382288c137399aba3b87b7c722
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001883962_alsp_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. Before investing, you should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus. Unless otherwise stated in this prospectus or the context otherwise requires, references to: ALSP I are to Accelerator IV-New York Corporation and Accelerator IV-Seattle Corporation, affiliates of our sponsor; ALSP II are to Accelerator Life Sciences Partners II, LP, an affiliate of our sponsor; ASC are to Accelerator Services Corporation, doing business as Accelerator Life Science Partners, an affiliate of our sponsor; ALSP or Accelerator Life Science Partners are to ASC, ALSP I and ALSP II, affiliates of our sponsor; Companies Act are to the Companies Act (2021 Revision) of the Cayman Islands, as the same may be amended from time to time; directors are to our current directors and our director nominees named in this prospectus; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt; founder shares are to our ordinary shares initially issued to our sponsor in a private placement prior to this offering, which were designated as our Class B ordinary shares prior to the consummation of this offering, and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); founders are to Thong Q. Le and Ian A.W. Howes, senior members of the investment team of ALSP; initial shareholders are to the holders of our founder shares prior to this offering (or their permitted transferees), including our sponsor and certain founder related parties; management or our management team are to our executive officers and directors; ordinary shares are to our Class A ordinary shares of a par value of US$0.0001 each and our Class B ordinary shares of a par value of US$0.0001 each, collectively; private placement shares are to Class A ordinary shares sold as part of the private placement units; private placement units are to the units issued to our sponsor in a private placement simultaneously with the closing of this offering, which private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus; private placement warrants are to the warrants sold as part of the private placement units; public shares are to our Class A ordinary shares to be sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a public shareholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 15, 2021 PRELIMINARY PROSPECTUS $150,000,000 15,000,000 Units ALSP Orchid Acquisition Corporation I is a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is the initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months following the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 2,250,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their public Class A ordinary shares upon the completion of our initial business combination and in connection with certain amendments of our amended and restated memorandum and articles of association, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Class A ordinary shares that were sold as part of the units in this offering which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unable to consummate an initial business combination within 15 months from the closing of this offering (the Initial Period, which may be extended in up to two separate instances by an additional three months each, for a total of up to 18 months or 21 months, as applicable (each period as so extended, an Extended Period ), by depositing into the trust account for each three month extension in an amount of $0.10 per unit; provided that the Initial Period will automatically be extended to 18 months, and any Extended Period will automatically be extended to 21 or 24 months, as applicable, if we have filed (i) a Form 8-K including a definitive merger or acquisition agreement or (ii) a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination during the applicable period) or during any stockholder-approved extension period, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to the limitations described herein. Our sponsor, ALSP Orchid Sponsor LLC, has committed to purchase an aggregate of 825,000 private placement units (or 915,000 private placement units if the underwriters over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $8,250,000 (or $9,150,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus. Table of Contents sponsor are to ALSP Orchid Sponsor LLC, a Delaware limited liability company, which is owned and controlled by ALSP; and we, us, our, company or our company are to ALSP Orchid Acquisition Corporation I, a Cayman Islands exempted company. Each unit consists of one Class A ordinary share and one half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A ordinary shares at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least an even number of units, you will not be able to receive or trade a whole warrant. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. The information contained in this prospectus assumes no exercise of the underwriters over-allotment option. Introduction We are a newly organized blank check company, incorporated as a Cayman Islands exempted company on August 31, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Throughout this prospectus we will refer to this as our initial business combination. While we may pursue an acquisition opportunity in any business, industry, sector, or geographical location, we intend to focus on businesses in industries that complement our management team s background and expertise. We intend to target life science companies in North America and Singapore with a particular emphasis on companies developing assets and next-generation platform technologies with broad applicability. We believe our management team s extensive investment and operational experience will allow us to identify and realize the full potential of these opportunities. We may also pursue a transaction in which our shareholders immediately prior to the completion of our initial business combination would collectively own a minority interest in the post-business combination company. At the time of preparing this prospectus, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial business combination. Our Founders Our sponsor is an affiliate of Accelerator Life Science Partners, a venture capital firm focused on building next-generation life science companies solving important healthcare needs with cutting-edge breakthroughs in medicine and science. Founded in 2003, ALSP has an established history of managing investments and leveraging the firm s ability to catalyze the development and commercialization of breakthrough biotechnology innovations. ALSP s success has been built on providing a complete business, scientific, and financial toolkit necessary for accelerating the establishment and operation of early-stage biotechnology companies. Historically, ALSP has been successful in being an early investor in companies that have disrupted industries or caused paradigm shifts across multiple therapeutic areas. ALSP s portfolio companies are backed by some of the world s leading venture capital and pharmaceutical companies. Examples of these portfolio companies include Petra Pharma (substantial acquisition by a global pharmaceutical company in May 2020), Rodeo Therapeutics (acquired by Amgen Inc. for up to $721 million in March 2021), Lodo Therapeutics Table of Contents Currently, there is no public market for our securities. We have applied to have our units listed on The Nasdaq Global Market, or Nasdaq, under the symbol ALORU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on Nasdaq under the symbols ALOR and ALORW, respectively, on the 52nd day following the date of this prospectus unless Stifel, Nicolaus & Company, Incorporated and Nomura Securities International, Inc. inform us of their decision to allow earlier separate trading and we have satisfied certain conditions. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 37 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. We are not licensed to conduct investment business in the Cayman Islands by the Cayman Islands Monetary Authority and this prospectus does not constitute an offer to members of the public of the units, whether by way of sale or subscription, in the Cayman Islands. The units have not been offered or sold, will not be offered or sold and no invitation to subscribe for the units will be made, directly or indirectly, to members of the public in the Cayman Islands. PER UNIT TOTAL Public offering price $ 10.00 $ 150,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 8,200,000 Proceeds, before expenses, to us $ 9.45 $ 141,750,000 (1) Includes $0.35 per unit, or $5,250,000 in the aggregate (or $6,037,500 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also Underwriting beginning on page 166 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $153,000,000, or $175,950,000 if the underwriters over-allotment option is exercised in full ($10.20 per unit in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Joint Book-Running Managers Stifel Nomura , 2021 Table of Contents (acquired by Zymergen in May 2021), Lydian Neurosciences, Magnolia Neurosciences and Proniras. ALSP is a minority-owned firm with a diverse group of industry professionals bringing valuable expertise and perspective. ALSP has assembled a team of seasoned executives, investment professionals, scientists and entrepreneurs with strong scientific, medical, operational, legal and financial expertise. The members of the ALSP team have built a strong track record of performance and have been involved in the formation and successful growth of numerous innovative life science companies. Formerly, ALSP s team members have served as senior executives, chairpersons, board members, employees and/or advisors at life science companies including Akebia Therapeutics, Alder Biopharmaceuticals, AstraZeneca, Celltech Group, Corus Pharma, CSL Limited, Diversa, Dova Pharmaceutical, Ensys, Hyperion Therapeutics, Juno Therapeutics, Gilead Sciences, Halosource, Immunex, KOS Pharmaceuticals, Lodo Therapeutics, MedImmune, Mercator Genetics, Novartis, Novo Nordisk, Organovo, Ortec International, Paradigm Genetics, Petra Pharma, Roche, Rodeo Therapeutics, Schering Plough, Scioderm, Searle, Serenex, Shire, Takeda, Trubion Pharmaceuticals, Verona Pharma, Vitaeris, VLST, and ZymoGenetics. ALSP s team members have forged long working relationships together and their mutual respect, cohesiveness, and diversity is vital to ALSP s performance. For more than 18 years, the ALSP team has established unique global opportunity sourcing and company-building capabilities in select U.S. and, more recently, in select Trans-Pacific geographies that are rich in intellectual capital. The ALSP team has garnered extensive industry relationships, is involved in multiple research and development review panels at various academic research institutions, and has tracked thousands of potential investment opportunities across multiple geographies, covering a broad range of innovative technology platforms, assets, and development programs. Competitive Advantages The competitive strengths that we believe will contribute to our ability to execute a successful transaction include the following: Extensive Experience: We have assembled a leadership team with a broad range of scientific, investment, operational, and management expertise within the life sciences industry that we will leverage to source, evaluate, and structure transactions to drive shareholder value. Key Industry Relationships: We believe the global experience and extensive relationships of our management team combined with our highly engaged board of directors and senior advisors will provide us with proprietary access to business opportunities. Our leadership team has a broad network in the life sciences industry including relationships with private equity and venture capital firms as well as academic and research institutes. We intend to leverage these relationships to identify differentiated opportunities that best align with our skillset and value creation strategy. We believe our experience and relationships will position us to be viewed favorably as a potential long-term partner. Deep Scientific Insights and Expertise: In addition to the expertise of our management team, board and advisors, we also have access to our sponsor s internal Science & Development Team, that will further enable us to analyze, contextualize, and extract critical scientific insights from past opportunities reviewed across many therapeutic areas to help inform our target identification and due diligence process. In addition, we will have proprietary access to our sponsor s network of Clinical & Scientific Advisory Board members and operating partners. Execution and Structuring Capabilities: Given our team s extensive experience investing in and operating companies in the life science industry, we believe that we will be able to identify, structure and complete a business combination that will present an attractive risk/reward profile based on their valuation and structural characteristics. Table of Contents TABLE OF CONTENTS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CIK0001897941_gores_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CIK0001897941_gores_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..986a9afebc1d067d0b2c385873dbd0f5bd30d176
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CIK0001897941_gores_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: common stock are to our Class A common stock and our Class F common stock, collectively; equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A common stock issued in connection with our initial business combination, including but not limited to a private placement of equity or debt. founder shares are to shares of our Class F common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; Gores Holdings X, we, us, company or our company are to Gores Holdings X, Inc., a Delaware corporation; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our officers and directors; Prior Gores SPACs are collectively to Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Holdings VII, Gores Holdings VIII, Gores Metropoulos, Gores Metropoulos II, Gores Technology, Gores Technology II and Gores Guggenheim, each as defined in this prospectus; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; sponsor are to Gores Sponsor X LLC, a Delaware limited liability company and an affiliate of Gores; and The Gores Group or Gores are to The Gores Group, LLC, a Delaware limited liability company. Each unit consists of one share of Class A common stock and one-fifth of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of Table of Contents our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an acquisition opportunity in any business industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and manage a business that can benefit from our operational expertise, as members of our management team have done in diverse sectors, including industrials, technology, telecommunications, media and entertainment, business services, healthcare and consumer products. This operationally-oriented investment approach has served The Gores Group well since its founding in 1987. We believe that our management team is well positioned to identify operationally-oriented acquisition opportunities in the marketplace and that our contacts and transaction sources, ranging from owners and directors of private and public companies, private equity funds, investment bankers, lenders, attorneys, accountants and other trusted advisors across various sectors, will allow us to generate attractive acquisition opportunities. Our team is led by Alec Gores, our Chairman, who has more than 35 years of experience as an entrepreneur, operator and private equity investor. Over the course of his career, Mr. Gores and his team have invested in more than 120 portfolio companies through varying macroeconomic environments with a consistent, operationally-oriented investment strategy. Mr. Gores is the Founder, Chairman and Chief Executive Officer of The Gores Group, a global investment firm focused on acquiring businesses that can benefit from the firm s operating expertise. Mr. Gores implemented an operational approach to private equity investing when he founded The Gores Group in 1987 by operating businesses alongside management, or in some cases in lieu of management, to build value in those entities. Since then, the firm has acquired more than 120 businesses including a current portfolio of 8 active companies worldwide. Under Mr. Gores leadership, The Gores Group has effected a number of successful corporate carve-out acquisitions over the last two decades. The Gores Group acquired VeriFone from Hewlett-Packard Company at a time when the business was generating significant revenues, but was cash flow negative. The Gores Group implemented dramatic changes to the business, and the business was sold and subsequently went public with an operating partner from The Gores Group serving as its chief executive officer. During that same timeframe, The Gores Group acquired The Learning Company from Mattel Corporation and transformed that Table of Contents business which, similarly, was generating significant revenues, but was suffering from severely negative cash flow. Since then, with Mr. Gores leading the firm, The Gores Group has created significant value in numerous transactions, including the acquisitions of Global Tel*Link from Schlumberger Ltd., Stock Building Supply from Wolseley plc, Therakos from Johnson & Johnson, the electronics power systems business from TE Connectivity Ltd., Siemens Enterprise Communications from Siemens AG and Sagem Communications from the Safran Group, among others. Mr. Gores began his career as a self-made entrepreneur and operating executive. In 1978, he self-funded and founded Executive Business Systems (EBS), a developer and distributor of vertical business software systems. Within seven years, EBS had become a leading value-added reseller in Michigan and employed over 200 people. In 1986, CONTEL purchased EBS, and Mr. Gores subsequently began acquiring and operating non-core businesses from major corporations and building value in those entities, a decision that ultimately led to the founding of what has evolved into The Gores Group today. Under his leadership, The Gores Group has continued to acquire businesses in need of operational and financial resources, while creating value and working with management teams to establish an entrepreneurial environment as a foundation for sustainable growth. As of September 30, 2021, The Gores Group had approximately $537 million in assets under management. Together with a team of operations professionals spanning key business functional areas, as well as dedicated investment origination and mergers and acquisitions professionals, Mr. Gores developed a formula that led to numerous marquee investments and business transformations, with a strong focus on carve-out acquisitions from large corporate transaction partners, including: The Learning Company from Mattel Corporation; VeriFone from Hewlett-Packard Company; Micron PC from Micron Electronics, Inc.; Sagem Communications from the Safran Group; Stock Building Supply from Wolseley plc; The broadcast communications division from Harris Corporation; The electronics power systems business from TE Connectivity Ltd.; Elo Touch Solutions from TE Connectivity Ltd.; Therakos from Johnson & Johnson; and Brand-Rex from Honeywell International, Inc. Our team, led by Alec Gores and including Mark Stone and Andrew McBride, has in the aggregate over 80 years of combined operational, financial, investment and transactional experience involving a diverse group of businesses, and we intend to focus on industries or sectors offering operationally-oriented acquisition opportunities that can benefit from our expertise. Messrs. Gores, Stone and McBride possess complementary skills and experience encompassing all aspects of the investment process, including sourcing, due diligence, valuation, structuring, financing, negotiation, execution, strategy development, operations management and investment realization. In June 2015, Mr. Gores and Mr. Stone founded Gores Holdings, Inc. ( Gores Holdings I ), a blank check company formed for substantially similar purposes as our company. Mr. Stone Table of Contents served as Chief Executive Officer and Mr. McBride served as Chief Financial Officer for Gores Holdings I. Gores Holdings I completed its initial public offering in August 2015, in which it sold 37,500,000 units, each consisting of one share of Gores Holdings I common stock and one warrant to purchase one-half of one share of Gores Holdings I common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $375,000,000. Gores Holdings I completed its business combination with Hostess Brands, Inc. ( Hostess ) in November 2016, in which it contributed approximately $725 million to Hostess (consisting of $375 million in proceeds from the initial public offering and a simultaneous private placement plus approximately $350 million in proceeds from an additional private placement completed at the time of the initial business combination). Hostess is one of the largest manufacturers and marketers of sweet baked goods including Twinkies , Ding Dongs , Ho Hos , Donettes and a variety of new and classic treats. Hostess s Class A common stock is traded on Nasdaq under the symbol TWNK and its warrants are traded under the symbol TWNKW. From the closing of the business combination with Hostess until April 2018, Mr. Stone served as a director of Hostess. In August 2016, Mr. Gores and Mr. Stone founded Gores Holdings II, Inc. ( Gores Holdings II ), a blank check company formed for substantially similar purposes as our company and Gores Holdings I. Additionally, Mr. Stone served as Chief Executive Officer and Mr. McBride served as Chief Financial Officer for Gores Holdings II. Gores Holdings II completed its initial public offering in January 2017, in which it sold 40,000,000 units, each consisting of one share of Gores Holdings II common stock and one-third of one warrant to purchase one share of Gores Holdings II common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $400,000,000. Gores Holdings II completed its business combination with Verra Mobility Corporation ( Verra ) (formerly known as American Traffic Solutions, Inc.) in October 2018, in which it contributed approximately $800 million to Verra (consisting of $400 million in proceeds from the initial public offering and a simultaneous private placement, plus approximately $400 million in proceeds from an additional private placement completed at the time of the initial business combination). Verra is a global leader in smart mobility and provides traffic safety, mobility, and compliance solutions for state and local governments, commercial fleets, and rental car companies in North America. Verra s Class A common stock is traded on Nasdaq under the symbol VRRM . In October 2017, Mr. Gores and Mr. Stone founded Gores Holdings III, Inc. ( Gores Holdings III ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I and Gores Holdings II. Additionally, Mr. Stone served as Chief Executive Officer, and Mr. McBride served as the Chief Financial Officer for Gores Holdings III. Gores Holdings III completed its initial public offering in September 2018, in which it sold 40,000,000 units, each consisting of one share of Gores Holdings III common stock and one-third of one warrant to purchase one share of Gores Holdings III common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $400,000,000. Gores Holdings III completed its business combination with PAE Incorporated ( PAE ) in February 2020, in which it contributed approximately $620 million to PAE (consisting of $400 million in proceeds from the initial public offering and a simultaneous private placement, plus approximately $220 million in proceeds from an additional private placement completed at the time of the initial business combination). PAE is a leading provider of mission-critical services to the U.S. government, armed forces and international customers. PAE s common stock and warrants are traded on Nasdaq under the symbols PAE and PAEWW , respectively. Table of Contents In August 2018, Mr. Gores, together with Dean Metropoulos, a private investor specializing in investments in the consumer branded products industries, founded Gores Metropoulos, Inc. ( Gores Metropoulos ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II and Gores Holdings III. Additionally, Mr. McBride, our Chief Financial Officer, served as Chief Financial Officer of Gores Metropoulos. Gores Metropoulos completed its initial public offering in February 2019, in which it sold 40,000,000 units, each consisting of one share of Gores Metropoulos common stock and one-third of one warrant to purchase one share of Gores Metropoulos common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $400,000,000. Gores Metropoulos completed its business combination with Luminar Technologies, Inc. ( Luminar ) in December 2020, in which it contributed approximately $406 million to Luminar (consisting of proceeds from the initial public offering and a simultaneous private placement). Luminar is a global leader in automotive lidar technology powering the introduction of highway autonomy. Luminar s common stock and warrants are traded on Nasdaq under the symbols LAZR and LAZRW, respectively. Mr. Gores continues to serve as a director of Luminar. In July 2019, Mr. Gores and Mr. Stone founded Gores Holdings IV, Inc. ( Gores Holdings IV ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III and Gores Metropoulos. Gores Holdings IV completed its initial public offering in January 2020, in which it sold 42,500,000 units, each consisting of one share of Gores Holdings IV common stock and one-fourth of one warrant to purchase one share of Gores Holdings IV common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $425,000,000. Gores Holdings IV completed its business combination with United Wholesale Mortgage ( UWM ) in January 2021, in which it contributed approximately $895 million to UWM (consisting of $425 million in proceeds from the initial public offering and a simultaneous private placement). UWM is a leading wholesale mortgage lender in the U.S. UWM s common stock and warrants are traded on the New York Stock Exchange under the symbols UWMC and UWMCWS, , respectively. In June 2020, Mr. Gores and Mr. Stone founded Gores Holdings V, Inc. ( Gores Holdings V ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos and Gores Holdings IV. Gores Holdings V completed its initial public offering on August 10, 2020, in which it sold 52,500,000 units, each consisting of one share of Gores Holdings V common stock and one-fifth of one warrant to purchase one share of Gores Holdings V common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $525,000,000. Gores Holdings V completed its business combination with a subsidiary of Ardagh Metal Packaging S.A ( Ardagh Metal Packaging or AMP ) in August 2021. AMP is a global leader in the supply of sustainable and infinitely-recyclable beverage cans. AMP s common stock and warrants are traded on the New York Stock Exchange under the symbols AMPB and AMPBW, respectively. In June 2020, Mr. Gores founded Gores Holdings VI, Inc. ( Gores Holdings VI ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV and Gores Holdings V. Gores Holdings VI completed its initial public offering in December 2020, in which it sold 34,500,000 units, each consisting of one share of Gores Holdings VI common stock and one-fifth of one warrant to purchase one share of Gores Holdings VI common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $345,000,000. Gores Holdings VI completed its business combination with Matterport, Inc. ( Matterport ) in July 2021. Matterport is the world s leading platform for the digitization and datafication of the built Table of Contents world. Matterport s common stock and warrants are traded on Nasdaq under the symbols MTTR and MTTRW, respectively. In July 2020, Mr. Gores, together with Dean Metropoulos, founded Gores Metropoulos II, Inc. ( Gores Metropoulos II ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V and Gores Holdings VI. Gores Metropoulos II completed its initial public offering in January 2021, in which it sold 45,000,000 units, each consisting of one share of Gores Metropoulos II common stock and one-fifth of one warrant to purchase one share of Gores Metropoulos II common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $450,000,000. Gores Metropoulos II has announced its proposed initial business combination with Sonder Holdings, Inc. ( Sonder ), a leading next generation hospitality company redefining the guest experience. Mr. Gores, our Chairman, serves as the Chief Executive Officer and as a director of Gores Metropoulos II. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Metropoulos II. In September 2020, Mr. Gores founded Gores Holdings VII, Inc. ( Gores Holdings VII ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V and Gores Holdings VI. Gores Holdings VII completed its initial public offering in February 2021, in which it sold 55,000,000 units, each consisting of one share of Gores Holdings VII common stock and one-eighth of one warrant to purchase one share of Gores Holdings VII common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $550,000,000. Gores Holdings VII has not yet announced or completed its initial business combination. Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings VII. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Holdings VII. In September 2020, Mr. Gores founded Gores Holdings VIII, Inc. ( Gores Holdings VIII ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, and Gores Holdings VII. Gores Holdings VIII completed its initial public offering in March 2021, in which it sold 34,500,000 units, each consisting of one share of Gores Holdings VIII common stock and one-eighth of one warrant to purchase one share of Gores Holdings VIII common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $345,000,000. Gores Holdings VIII has announced its proposed initial business combination with Footprint International Holdco, Inc. ( Footprint International ), a global materials science technology company focused on sustainable solutions. Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings VIII. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Holdings VIII. In December 2020, Mr. Gores founded Gores Technology Partners, Inc. ( Gores Technology ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII and Gores Holdings VIII. Gores Technology completed its initial public offering in March 2021, in which it sold 27,500,000 units, each consisting of one share of Gores Technology common stock and one-fifth of one warrant to purchase one share of Gores Technology common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $275,000,000. Gores Technology has not yet announced or completed its initial business combination. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Technology. Table of Contents In December 2020, Mr. Gores founded Gores Technology Partners II, Inc. ( Gores Technology II ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII and Gores Technology. Gores Technology II completed its initial public offering in March 2021, in which it sold 46,000,000 units, each consisting of one share of Gores Technology II common stock and one-fifth of one warrant to purchase one share of Gores Technology II common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $400,000,000. Gores Technology II has not yet announced or completed its initial business combination. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Technology II. In December 2020, Mr. Gores, together with Guggenheim Capital, LLC, founded Gores Guggenheim, Inc. ( Gores Guggenheim ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology and Gores Technology II. Gores Guggenheim completed its initial public offering in March 2021, in which it sold 75,000,000 units, each consisting of one share of Gores Guggenheim common stock and one-fifth of one warrant to purchase one share of Gores Guggenheim common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $750,000,000. Subsequently, in April 2021, the underwriters partially exercised their option to purchase 5,000,000 newly issued units to cover over-allotments, and following the partial exercise of the over-allotment option, the total aggregate issuance by the Company of 80,000,000 units at a price of $10.00 per unit resulted in total gross proceeds of $800,000,000. Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Guggenheim. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Guggenheim. Gores Guggenheim has entered into a definitive agreement to acquire Polestar Performance AB and its affiliates ( Polestar ), a global pure play, premium electric performance vehicle manufacturer. The proposed business combination is expected to close in the first half of 2022, subject to approval by Gores Guggenheim s stockholders and other customary closing conditions. In January 2021, Mr. Gores founded Gores Holdings IX, Inc. ( Gores Holdings IX ), a blank check company formed for substantially similar purposes as our company, Gores Holdings I, Gores Holdings II, Gores Holdings III, Gores Metropoulos, Gores Holdings IV, Gores Holdings V, Gores Holdings VI, Gores Metropoulos II, Gores Holdings VII, Gores Holdings VIII, Gores Technology, Gores Technology II and Gores Guggenheim. Gores Holdings IX has not yet completed its initial public offering. Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer of Gores Holdings IX. Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings IX. Our management team s objective is to generate attractive investment returns to create value for our stockholders by applying our strategy of identifying operationally-oriented acquisition opportunities and capitalizing on the ability of our management team to acquire and manage a business that can benefit from our operational expertise. Our management team s approach is focused on industries or sectors in which we have considerable knowledge and emphasizes downside protection and the preservation of capital by opportunistically pursuing transactions where we believe we have the ability to capture asymmetric risk/reward potential. Our management team has successfully applied this acquisition philosophy over its history to source attractive private equity acquisition opportunities and to deploy capital in varying Table of Contents macroeconomic environments. Our management team will assess the skills, qualifications and abilities of the management team of each potential business combination target. The level and length of our existing management s continued active participation in our post-acquisition business will depend on the particular needs of the business acquired. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. With respect to the foregoing examples, past performance of The Gores Group and by our management team, including with respect to the Prior Gores SPACs and Gores Holdings IX, is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical record of The Gores Group s, or our management s, or Gores Holdings IX s or any of the Prior Gores SPACs performance as indicative of our future performance. Business Strategy Our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, to build a company in an industry or sector that complements the experience of our management team and can benefit from our operational expertise. Our acquisition selection process will leverage our team s network of potential transaction sources, ranging from owners and directors of private and public companies, private equity funds, investment bankers, lenders, attorneys, accountants and other trusted advisors across various sectors. In addition, we intend to utilize the networks and industry experience of Mr. Gores and The Gores Group in seeking an initial business combination. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. This network has been developed through our management team s combined history of over 80 years of business experience, including in private equity and investment banking. We expect this network will provide our management team with a robust and consistent flow of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate the parameters for our search for any business combination target and begin the process of pursuing and reviewing potentially interesting leads. Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies that we believe: have a defensible core business, sustainable revenues and established customer relationships; Table of Contents are undergoing change in capital structure, strategy, operations or growth; can benefit from our operational and strategic approach; offer a unique value proposition with transformational potential that can be substantiated during our detailed due diligence process; and have reached a transition point in their lifecycle presenting an opportunity for transformation. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. Initial Business Combination Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, ( FINRA ), or an independent accounting firm with respect to the satisfaction of such criteria. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Table of Contents Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our business combination. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information that will be made available to us. We will also utilize our operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. All of the members of our management team are employed by certain affiliates of The Gores Group. The Gores Group is continuously made aware of potential business combination opportunities and we may pursue any business combination target that has already been considered by The Gores Group, any of the Prior Gores SPACs or Gores Holdings IX in a different context. We have not selected any business combination target and we have not, nor has anyone on our behalf initiated any substantive discussions, directly or indirectly, with any business combination target. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Specifically, all of our officers and certain of our directors have fiduciary and contractual duties to The Gores Group and certain companies it has invested in or managed, including Gores Holdings VII, Gores Holdings VIII, Gores Metropoulos II, Gores Technology, Gores Technology II, Gores Guggenheim and Gores Holdings IX. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, Table of Contents that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to search for an initial business combination. Our amended and restated certificate of incorporation will contain a waiver of the corporate opportunity doctrine, which will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation. The purpose for the surrender of corporate opportunities is to allow officers, directors or other representatives with multiple business affiliations to continue to serve as an officer of our company or on our board of directors. Our officers and directors may from time to time be presented with opportunities that could benefit both another business affiliation and us. In the absence of the corporate opportunity waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the inclusion of the corporate opportunity waiver in our amended and restated certificate of incorporation provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates. However, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our initial business combination. The different timelines of competing business combinations could cause our directors and officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders best interest, which could negatively impact the timing for a business combination. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. In particular, affiliates of our sponsor are currently sponsoring seven other blank check companies, Gores Holdings VII, Gores Holdings VIII, Gores Metropoulos II, Gores Technology, Gores Technology II, Gores Guggenheim and Gores Holdings IX. Further, Mr. Gores, our Chairman, will serve as the Chief Executive Officer of Gores Metropoulos II until the closing of its pending business combination with Sonder. Further, Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings VII, Gores Holdings VIII, Gores Guggenheim and Gores Holdings IX and Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer for Gores Holdings VII, Gores Holdings VIII, Gores Metropoulos II, Gores Technology, Gores Technology II, Gores Guggenheim and Gores Holdings IX. Any such companies, including Gores VII, Gores Holdings VIII, Gores Metropoulos II, Gores Technology, Gores Technology II, Gores Table of Contents Guggenheim and Gores Holdings IX may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts with Gores Holdings VII, Gores Holdings VIII, Gores Metropoulos II, Gores Technology, Gores Technology II, Gores Guggenheim or Gores Holdings IX would materially affect our ability to identify and pursue initial business combination opportunities or complete our initial business combination, because (i) our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, and (ii) we are not limited by industry or geography in terms of the acquisition opportunities we can pursue. In addition, we do not believe that any potential conflicts exist with Gores Technology and Gores Technology II, because (i) Gores Technology and Gores Technology II intend to focus on acquisition opportunities in the consumer internet, enterprise software, fintech, digital health, proptech, gaming, agtech, or logistics industries, whereas we do not intend to limit our focus to a particular industry, (ii) Gores Technology and Gores Technology II have different Co-Chief Executive Officers and Chairman of the Board than Gores Holdings X, (iii) we expect, given the industry focus of Gores Technology and Gores Technology II, that Mr. Wilson and Mr. Fike will lead the search for business combination targets for Gores Technology and Gores Technology II, whereas Mr. Stone and Mr. Gores will lead such efforts for Gores Holdings X, (iv) three of the four directors that will be on our board are not directors of Gores Technology or Gores Technology II, and (v) we believe the different industry focus and the different composition of our leadership will mitigate any potential conflicts of interest that exist with respect to Gores Technology and Gores Technology II. In addition, we do not believe that any potential conflicts with Gores Guggenheim, because two of the five directors on Gores Guggenheim s board will not be on our board and the different composition of our leadership will mitigate any potential conflicts of interest with respect to Gores Guggenheim. In addition to the above, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business activities, including selecting a business combination target and monitoring the related due diligence. See Risk Factors Risks Relating to our Management Team Our officers and directors will allocate their time to other businesses thereby causing potential conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to identify and pursue initial business combination opportunities or complete our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Further, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 24 months after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders until 180 days after the completion of our initial business combination. With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our officers and directors may have a Table of Contents conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination because of their financial interest in completing an initial business combination within 24 months after the closing of this offering. As more fully discussed in Management Conflicts of Interest, if any of our directors or officers becomes aware of any business combination target that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, including Gores Holdings VII, Gores Holdings VIII, Gores Metropoulos II, Gores Technology, Gores Technology II, Gores Guggenheim and Gores Holdings IX, he or she may be required to present such business combination target to such entity prior to presenting such business combination target to us. Our officers, directors and director nominees currently have fiduciary duties or contractual obligations that may take priority over their duties to us. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012, (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, Table of Contents including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our common stock held by non-affiliates does not equal or exceed $250.0 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our common stock held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Our executive offices are located at 6260 Lookout Road, Boulder, Colorado 80301 and our telephone number is (303) 531-3100. Table of Contents The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Securities offered 72,500,000 units, at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-fifth of one warrant. Nasdaq symbols Units: GTENU Class A Common Stock: GTEN Warrants: GTENW Trading commencement and separation of Class A common stock and warrants The units will begin trading promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of Table of Contents this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place two business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 72,500,000(1) Common stock: Number outstanding before this Offering 20,843,750 shares of Class F common stock(2)(3) Number outstanding after this offering 90,625,000 shares of Class A common stock and Class F common stock(1)(3) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 8,250,000(1) Number of warrants to be outstanding after this offering and the private placement 22,750,000(1) Exercisability Each whole warrant is exercisable to purchase one share of our Class A common stock and only whole warrants are exercisable. (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our sponsor of 2,718,750 founder shares. As discussed under Founder shares below, for our sponsor to maintain ownership of 20% of the outstanding shares following completion of this offering, if the over-allotment option is not exercised by the underwriters, our sponsor would be required to forfeit 2,718,750 shares. (2) Includes up to 2,718,750 shares that are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. (3) The shares of common stock included in the units are Class A common stock. Founder shares are classified as shares of Class F common stock, which shares are convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Table of Contents Exercise price $11.50 per share, subject to adjustment as described herein. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, or 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use commercially reasonable efforts to file and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided, that if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants for cash Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; Table of Contents upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last sale price of our Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for Class A common stock Commencing ninety days after the warrants become exercisable we may redeem the outstanding warrants: in whole and not in part; at a price equal to a number of shares of Class A common stock to be determined by reference to the table set forth under Description of Securities Warrants Public Stockholders Warrants based on the redemption date and the fair market value of our Class A common stock except as otherwise described in Description of Securities Warrants Public Stockholders Warrants ; if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding public warrants, as described above; upon a minimum of 30 days prior written notice of redemption; if, and only if, there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given; and if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, stock dividends, reorganizations, Table of Contents recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. The fair market value of our Class A common stock shall mean the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption of the warrants. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Stockholders Warrants for additional information. Cashless Exercise If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section of this prospectus entitled Description of Securities Warrants Public Stockholders Warrants for additional information. Except as set forth herein, none of the private placement warrants will be redeemable by us so long as they are held by the sponsor or its permitted transferees. Table of Contents Founder shares On July 8, 2021, our sponsor purchased 20,843,750 founder shares for an aggregate purchase price of $25,000, or approximately $0.001 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering. As such, our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). Prior to the completion of this offering, our sponsor will transfer 25,000 founder shares to each of our independent director nominees at their original purchase price. Up to 2,718,750 founder shares will be subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised so that our initial stockholders will maintain ownership of 20% of our common stock after this offering. The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are shares of Class F common stock that automatically convert into shares of our Class A common stock at the time of our initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination; provided, however, that with respect to the election of directors in connection with a meeting of our stockholders in which a business combination is submitted to our stockholders for approval, holders of our Class A common stock and holders of our Class F common stock, voting together as a single class, will have the exclusive right to vote for the election of directors; and, prior to our initial business combination, holders of a majority of founder shares may remove transfer restrictions on founder members of the board of directors for any reason; the founder shares are subject to certain transfer restrictions, as described in more detail below; Table of Contents our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our business combination within the prescribed time frame. If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. Our initial stockholders have agreed to vote any founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 27,187,501 or approximately 37.5%, of the 72,500,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised); and the founder shares are subject to registration rights. Transfer restrictions on founder shares With certain limited exceptions, our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until 180 days after the completion of our initial business combination. We refer to such transfer restriction throughout this prospectus as the lock-up. Founder shares conversion and anti-dilution rights The shares of Class F common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that any amount of additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business Table of Contents combination the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted in connection with financing or consummating the business combination or for anti- dilution purposes (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination). Holders of founder shares may also elect to convert their shares of Class F common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Appointment of directors; Voting rights Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors; provided, however, that with respect to the election of directors in connection with a meeting of our stockholders in which a business combination is submitted to our stockholders for approval, holders of our Class A common stock and holders of our Class F common stock, voting together as a single class, will have the exclusive right to vote for the election of directors. Other than pursuant to the proviso in the preceding sentence, holders of the Class A common stock will not be entitled to vote on the election of directors prior to the consummation of the initial business combination. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by approval of a majority of our Class F common stock then outstanding. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. In connection with our initial business combination, we may enter into an agreement or other arrangement with the Table of Contents stockholders of the target with respect to voting and other corporate governance matters following completion of the initial business combination, and such agreement or arrangement may provide for, or the target stockholders may require that such agreement provide for, nomination, designation or representation rights on the board of directors of the combined entity that may be not be proportionate to our stockholders or such target stockholders ownership interest in the combined company. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 8,250,000 private placement warrants (or 9,337,500 if the over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a price of $2.00 per whole warrant (approximately $16,500,000 in the aggregate or $18,675,000 in the aggregate if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each whole private placement warrant is exercisable for one whole share of our Class A common stock at $11.50 per share. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $725.0 million (or $833.75 million if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable (except as set forth under Description of Securities Warrants Public Stockholders Warrants Redemption of warrants for Class A common stock ) and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Table of Contents Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described under the section of this prospectus entitled Principal Stockholders Restrictions on Transfers of Founder Shares and Private Placement Warrants ). Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. Proceeds to be held in trust account The rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds of this offering and the sale of the private placement warrants, $725,000,000, or $10.00 per unit ($833,750,000, or $10.00 per unit, if the underwriters over- Table of Contents allotment option is exercised in full) will be placed into a U.S.-based trust account at Deutsche Bank Trust Company Americas with Computershare Trust Company, N.A. acting as trustee. These proceeds include $25,375,000 (or $29,181,250 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to up to $900,000 per year of interest earned on the funds held in the trust account that may be released to us to fund our regulatory compliance requirements and other costs related thereto (a Regulatory Withdrawal ), plus additional amounts to pay our franchise and income tax obligations, if any, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (a) the completion of our initial business combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to stockholders rights or pre-initial business combination activity and (c) the redemption of our public shares if we are unable to complete our business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding Sources Except as described above with respect to the funding of our Regulatory Withdrawals and the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. Based upon assumed interest rates, we expect the trust account to generate approximately $362,500 (assuming an interest rate of 0.05% per year and that the underwriters over-allotment option is not exercised) of interest annually. Except as described above, unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $515,000 in working capital after the payment of approximately $1,485,000 in expenses relating to this offering; and Table of Contents any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is Table of Contents what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Permitted purchases of public shares by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination where otherwise permissible under applicable laws, rules and regulations. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Redemption rights for public stockholders upon completion of our initial business Combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including up to $900,000 per year of interest earned on the funds held in the trust account and not previously released to us to fund our Regulatory Withdrawals and/or to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per Table of Contents public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. The redemption rights will also include the requirement that a beneficial holder must check a box on the proxy card indicating whether he or she is acting in concert or as a group (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to any public shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our business combination or otherwise. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons. Table of Contents If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, stockholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and Table of Contents file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need 27,187,501 or approximately 37.5%, of the 72,500,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised). We intend to give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed business combination is not approved and we continue to search for a target company, we will promptly return any certificates Table of Contents delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption, plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination, exceeds the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to Table of Contents exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our business combination. Redemption rights in connection with proposed amendments to our amended and restated certificate of incorporation Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law (the DGCL ), or applicable stock exchange rules. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation and/ or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, executive officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of Table of Contents incorporation that would affect (i) the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) any other provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our initial stockholders have entered into letter agreements with us pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination. Release of funds in trust account on closing of our initial business Combination On the completion of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers and directors have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations Table of Contents except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to fund our Regulatory Withdrawals and/or to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination within the 24-month time period. Our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our initial stockholders acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Table of Contents Payments to insiders There will be no restrictions on payments made to insiders. We expect that some or all of the following payments will be made to our sponsor, officers or directors, or our or their affiliates: Repayment of up to an aggregate of $450,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to an affiliate of our sponsor of $20,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support; Reimbursement of legal fees and expenses incurred by our sponsor, officers or directors in connection with our formation, the initial business combination and their services to us; Payment of fees and reimbursement of out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $2.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. However, no such payments will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit Committee We will establish and will maintain an audit committee, which will be composed entirely of independent directors to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled Management Committees of the Board of Directors Audit Committee. Table of Contents Conflicts of Interest The Gores Group manages several investment vehicles. Funds managed by Gores or its affiliates may compete with us for acquisition opportunities. If these funds decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Gores, including by Mr. Gores, may be suitable for both us and for a current or future Gores fund and may be directed to such investment vehicle rather than to us. Neither Gores nor members of our management team who are also employed by certain affiliates of The Gores Group have any obligation to present us with any business combination target of which they become aware, unless presented to such member solely in his or her capacity as an officer of the company. Gores and/or our management, in their capacities as officers or managing directors of Gores or in their other endeavors, may be required to present such business combination target to the related entities described above, current or future Gores investment vehicles, or third parties, before they present such business combination target to us. The Gores Group does not have any present intention to invest in new portfolio companies, and therefore we do not expect conflicts of interest with respect to The Gores Group. Further, any potential investment by The Gores Group would be significantly smaller than the companies that we would consider for potential business combinations, and therefore it is likely that any investment by The Gores Group would not be suitable for us, and that any investment by us would not be suitable for The Gores Group. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Specifically, all of our officers and certain of our directors have fiduciary and contractual duties to The Gores Group and certain companies it has invested in or managed, including Gores Holdings VII, Gores Holdings VIII, Gores Metropoulos II, Gores Technology, Gores Technology II, Gores Guggenheim and Gores Holdings IX. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to search for an initial business Table of Contents combination. Our amended and restated certificate of incorporation will contain a waiver of the corporate opportunity doctrine, which provides that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation. The purpose for the surrender of corporate opportunities is to allow officers, directors or other representatives with multiple business affiliations to continue to serve as an officer of our company or on our board of directors. Our officers and directors may from time to time be presented with opportunities that could benefit both another business affiliation and us. In the absence of the corporate opportunity waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the corporate opportunity waiver in our amended and restated certificate of incorporation provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates. However, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our initial business combination. The different timelines of competing business combinations could cause our directors and officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders best interest, which could negatively impact the timing for a business combination. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business Table of Contents combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. In particular, affiliates of our sponsor are currently sponsoring seven other blank check companies, Gores Holdings VII, Gores Holdings VIII, Gores Metropoulos II, Gores Technology, Gores Technology II, Gores Guggenheim and Gores Holdings IX. Gores Holdings VII, Gores Holdings VIII and Gores Holdings IX may seek to complete a business combination in any location and are not focusing on any particular industry for business combinations. Gores Technology and Gores Technology II may seek to complete a business combination in any location and are focusing on a business combination in the consumer internet, enterprise software, fintech, digital health, proptech, gaming, agtech, and logistics industries. Gores Metropoulous II has entered into a definitive agreement to acquire Sonder. Gores Guggenheim has entered into a definitive agreement to acquire Polestar. Gores Holdings VIII has entered into a definitive agreement to acquire Footprint International. Further, Mr. Stone, our Chief Executive Officer, serves as the Chief Executive Officer of Gores Holdings VII, Gores Holdings VIII, Gores Guggenheim and Gores Holdings IX, and Mr. McBride, our Chief Financial Officer, serves as the Chief Financial Officer for Gores Holdings VII, Gores Holdings VIII, Gores Technology, Gores Technology II, Gores Guggenheim, Gores Metropoulos II and Gores Holdings IX. Any such companies, including Gores Holdings VII, Gores Holdings VIII, Gores Metropoulos II, Gores Technology, Gores Technology II, Gores Guggenheim and Gores Holdings IX may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts with Gores Holdings VII, Gores Holdings VIII, Gores Metropoulos, Gores Technology, Gores Technology II, Gores Guggenheim and Gores Holdings IX would materially affect our ability to identify and pursue initial business combination opportunities or complete our initial business combination, because (i) our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, and (ii) we are not limited by industry or geography in terms of the acquisition opportunities we can pursue. In addition, we do not believe that any potential conflicts exist with Gores Technology and Gores Technology II because, (i) Gores Technology and Gores Technology II intend to Table of Contents focus on acquisition opportunities in the consumer internet, enterprise software, fintech, digital health, proptech, gaming, agtech, and logistics industries, whereas we do not intend to limit our focus to a particular industry, (ii) Gores Technology and Gores Technology II have different Co-Chief Executive Officers than Gores Holdings X, (iii) we expect, given the industry focus of Gores Technology and Gores Technology II, that Mr. Wilson and Mr. Fike will lead the search for business combination targets for Gores Technology and Gores Technology II, whereas Mr. Stone and Mr. Gores will lead such efforts for Gores Holdings X, (iv) three of the four directors that will be on our board are not directors of Gores Technology or Gores Technology II, and three of the four directors on each of Gores Technology and Gores Technology II s boards will not be on our board and (v) we believe the different industry focus and the different composition of our leadership will mitigate any potential conflicts of interest with respect to Gores Technology and Gores Technology II. In addition, we do not believe that any potential conflicts exist with Gores Guggenheim, because two of the five directors on Gores Guggenheim s board will not be on our board and the different composition of our leadership will mitigate any potential conflicts of interest with respect to Gores Guggenheim. In addition to the above, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business activities, including selecting a business combination target and monitoring the related due diligence. See Risk Factors Our officers and directors will allocate their time to other businesses thereby causing potential conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to identify and pursue initial business combination opportunities or complete our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Further, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 24 months after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the Table of Contents proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders until 180 days after the completion of our initial business combination. With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination because of their financial interest in completing an initial business combination within 24 months after the closing of this offering. As more fully discussed in Management Conflicts of Interest, if any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, including Gores Holdings VII, Gores Holdings VIII, Gores Metropoulos II, Gores Technology, Gores Technology II, Gores Guggenheim or Gores Holdings IX, he or she may be required to present such business combination target to such entity prior to presenting such business combination target to us. Our officers, directors and director nominees currently have fiduciary duties or contractual obligations that may take priority over their duties to us. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent public accountants) for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the $900,000 per year of interest which may be withdrawn to fund our Regulatory Withdrawals, plus additional amounts released to us to pay our franchise and income tax obligations. This liability will not apply with respect to any claims by a third party who executed a Table of Contents waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification obligations. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. We have also entered into a letter agreement that provides that we will indemnify our sponsor, its members and managers and their respective affiliates and control persons from any claims made by any party in respect of any investment opportunities sourced by them or any liability arising with respect to their activities in connection with our affairs, this offering or any business combination or services rendered to the Company or its affiliates, and that we will advance any expenses incurred in connection with any such claims. Such indemnity provides that the indemnified parties cannot access the funds held in our trust account. Risks We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see the section of this prospectus entitled Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section of this prospectus entitled Risk Factors. Summary of Risk Factors An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In Table of Contents that event, the trading price of our securities could decline, and you could lose all or part of your investment: We are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Past performance by Gores, including our management team, and other businesses associated with our management team may not be indicative of future performance of an investment in the Company. Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. If we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination. If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed business combination and reduce the public float of our Class A common stock. You will not be entitled to protections normally afforded to investors of many other blank check companies. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss. If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 24 months, we may be unable to complete our initial business combination, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus ( COVID-19 ) outbreak and the status of debt and equity markets. The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock. The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view. Table of Contents We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest. Since our sponsor, officers and directors will lose their entire investment in us if our business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. Our initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support. Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination. The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary at such time is substantially less than $10.00 per share. The other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. Table of Contents Summary Financial Data The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. September 30, 2021 Actual As Adjusted(1) Balance Sheet Data Working capital $ 19,657 $ 700,159,657 Total assets 527,871 $ 725,534,657 Total liabilities 508,214 $ 25,375,000 Value of Class A common stock that may be redeemed in connection with our initial business combination ($10.00 per share) 725,000,000 Stockholder s equity $ 19,657 $ (37,580,343 ) (1) The as adjusted information gives effect to the sale of the units we are offering and the sale of the private placement warrants, including the application of the related gross proceeds and the payment of the estimated remaining costs from such sale and the repayment of the accrued and other liabilities required to be repaid. If no business combination is completed within 24 months from the closing of this offering, the proceeds then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to fund our Regulatory Withdrawals and/or to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within such 24 month time period. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CLNNW_clene-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CLNNW_clene-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CLNNW_clene-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CLOV_clover_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CLOV_clover_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CLOV_clover_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CMCO_columbus_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CMCO_columbus_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bd3cfed83f1f15730b4f82de0d83d74d1dad0c15
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CMCO_columbus_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information included or incorporated by reference into this prospectus and does not contain all of the information you should consider before investing in shares of our common stock. You should read this entire prospectus and the information incorporated by reference herein and therein carefully, including the sections entitled Risk factors included and incorporated by reference into this prospectus and Management s discussion and analysis of financial condition and results of operations and the financial statements and the related notes in our Annual Report on Form 10-K for the fiscal year ended March 31, 2020, our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 and our Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2020, each of which are incorporated by reference herein, before you decide to invest in shares of our common stock. Our Company Columbus McKinnon is a leading worldwide designer, manufacturer and marketer of intelligent motion solutions that efficiently and ergonomically move, lift, position and secure materials. Our key products include hoists, crane components, precision conveyors, actuators, rigging tools, light rail workstations, and digital power and motion control systems. These are highly relevant, professional-grade solutions that solve customers critical material handling requirements. We focus on commercial and industrial applications for our products, which require the safety, reliability and quality provided by our advanced design and engineering know-how. Our products are used for mission critical applications where we have established, trusted brands with significant customer retention. Our targeted market verticals include general industries, mobile industries, energy and utilities, process industries, industrial automation, construction and infrastructure, food processing, entertainment, life sciences, consumer packaged goods and e-commerce/supply chain/warehousing. We maintain strong market share in North America with significant leading market positions in hoists, lifting and sling chain, forged attachments, precision conveyors, actuators, and digital power and motion control systems for the material handling industry. We are the world s second largest hoist manufacturer. In the United States, we are the market leader for hoists, material handling digital power control systems, and precision conveyors, our principal lines of products, and have strong market positions with certain chain, forged fittings, and actuator products. Additionally, in Europe, we believe we are the market leader for manual hoists and a market leader in the heavy load, rail and niche custom applications for actuation. We have achieved our leadership positions through strategic acquisitions, our extensive, diverse, and well-established channels to market and our commitment to product innovation and quality. We believe the breadth of our product offering and expansive channels to market provide us with a strategic advantage. We have well-established brands that include CM, Yale, STAHL, Magnetek, Dorner, Pfaff, Unified, SHAW-BOX and Duff-Norton. Our market leadership and strong brands enable us to effectively sell our products through our extensive channels to market throughout the United States and Europe. Table of Contents The information in this preliminary prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated April 28, 2021 $150,000,000 Columbus McKinnon Corporation Common stock We are offering $150,000,000 of shares of our common stock, par value $0.01 per share ( common stock ). Our common stock is listed on The Nasdaq Global Select Market ( Nasdaq ) under the symbol CMCO. On April 27, 2021, the closing sales price of our common stock as reported on Nasdaq was $53.62 per share. Investing in our common stock involves risks. See Risk factors on page 24 of this prospectus and in the documents we incorporate by reference in this prospectus. Per share Total(1) Public offering price $ $ Underwriting discount $ $ Proceeds, before expenses, to Columbus McKinnon(2) $ $ (1) Assumes no exercise of the underwriters option to purchase additional shares of our common stock described below. (2) We have agreed to reimburse the underwriters for certain FINRA-related expenses. See Underwriting (conflicts of interest). We have granted the underwriters the option, exercisable in whole or from time to time in part, to purchase up to an additional $22,500,000 of shares of our common stock directly from us at the public offering price per share shown above, less the underwriting discount per share shown above, exercisable for 30 days after the date of this prospectus. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the common stock to purchasers on or about , 2021. Joint book-running managers J.P. Morgan Wells Fargo Securities PNC Capital Markets LLC Co-managers Barrington Research CJS Securities Colliers Securities LLC Craig-Hallum Seaport Global Securities LLC Sidoti & Company, LLC The date of this prospectus is , 2021 Table of Contents financial performance. See Summary Summary historical and unaudited pro forma financial data of Columbus McKinnon Non-GAAP reconciliations for a reconciliation of Adjusted income from operations, Adjusted income from operations margin, Adjusted EBITDA and Adjusted EBITDA margin to the most closely comparable financial measures calculated in accordance with GAAP and see Summary Summary historical financial data of Dorner Non-GAAP reconciliations for a reconciliation of Dorner Adjusted EBITDA and Dorner Adjusted EBITDA margin to the most closely comparable financial measures calculated in accordance with GAAP. Forward-looking statements This prospectus and the information incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act ), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act ). All statements that relate to future sales, earnings, plans, including plans related to the integration of Dorner into the Company, events, liquidity, financial results or performance, projected capital expenditures, future contractual obligations, current and future business outlook, future global economic conditions, future growth or market share gains, the ability to manage costs or invest in future initiatives, as well as future changes in foreign currency rates, are forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as anticipates, believes, estimates, expects, intends, may, plans, projects, will, would, and similar expressions or expressions of the negative of these terms. These statements involve known and unknown risks and are based upon current information and expectations. Actual results may differ materially from those anticipated if the information on which those estimates were based ultimately proves to be incorrect or as a result of certain risks and uncertainties that could cause our actual results to differ materially from the results expressed or implied by such statements, including the integration of Dorner into the Company to achieve cost and revenue synergies, the ability of the Company and Dorner to achieve revenue expectations, global economic and business conditions including the impact of COVID-19, conditions affecting the industries served by us and our subsidiaries, conditions affecting our customers and suppliers, competitor responses to our products and services, the overall market acceptance of such products and services, facility consolidations and other restructurings, the ability to expand into new markets and geographic regions, foreign currency fluctuations, the integration of acquisitions, including the acquisition of Dorner, and other factors disclosed in our periodic reports filed with the SEC. Consequently, such forward-looking statements should be regarded as our current plans, estimates and beliefs. Except as required by applicable law, we do not undertake and specifically decline any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Table of Contents We believe that key considerations for investing in Columbus McKinnon include the following: The acquisition of STAHL CraneSystems ( STAHL ) in fiscal 2017, which is well known for its custom engineered lifting solutions and hoisting technology, advanced our position as a global leader in the production of explosion-protected hoists. STAHL serves independent crane builders and Engineering Procurement and Construction ( EPC ) firms, providing products to a variety of end markets including automotive, general manufacturing, oil and gas, steel and concrete, power generation, as well as process industries such as chemical and pharmaceuticals. We believe that the acquisition of Dorner provides a catalyst for growth and a platform where we can leverage our leadership position in the United States and our worldwide reach to expand globally in the precision conveyor market. This acquisition broadens our intelligent motion product offerings and diversifies our product portfolio. Dorner added a broad range of precision conveying systems to our product offerings, which include low profile, flexible chain, large scale, sanitary and vertical elevation conveyor systems, as well as pallet system conveyors. Our conveying solutions are offered in both modular standard and highly engineered custom formats, along with significant aftermarket offerings and support. Dorner serves a variety of customers across food processing, life sciences, consumer packaged goods (CPG), e-commerce and industrial automation end markets. We seek to maintain and enhance our market share by focusing our sales and marketing activities toward select global market verticals that require our material handling expertise, and to accelerate our growth by expanding our reach into markets with stronger secular tailwinds than traditional industrial and energy markets, such as factory and warehouse automation, life sciences, food and beverage, consumer packaged goods and e-commerce. Our revenue base is geographically diverse with approximately 47% of revenues derived from customers outside the United States for the nine months ended December 31, 2020 (excluding Dorner). We believe this diversity helps balance the impact of changes that occur in local economies, as well as allows us to benefit from growth in emerging markets. We monitor both U.S. and Eurozone Industrial Capacity Utilization statistics and the ISM Production Index as indicators of anticipated demand for our products. In addition, we continue to monitor the potential impact of other global and U.S. macroeconomic data, including industrial production, trade tariffs, raw material cost inflation, interest rates, foreign currency exchange rates, and activity of end-user markets around the globe. Regardless of the economic climate and point in the economic cycle, we consistently explore ways to increase operating margins as well as further improve our productivity and competitiveness. We have specific initiatives Table of Contents Table of contents Market, ranking and industry data i Non-GAAP financial measures i Forward-looking statements ii Trademarks iii Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CMPS_compass_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CMPS_compass_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CMPS_compass_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CNDAU_concord_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CNDAU_concord_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fd6ab720c072235cfd04c02fd05141bbc85aeeb8
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CNDAU_concord_prospectus_summary.txt
@@ -0,0 +1 @@
+information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/COCO_vita-coco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/COCO_vita-coco_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b52fb7a10bbae17a9f2bf8f62de04895d1562d02
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/COCO_vita-coco_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors, Special Note Regarding Forward-Looking Statements, and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms Vita Coco, the company, we, us, and our in this prospectus refer to The Vita Coco Company, Inc. and its consolidated subsidiaries. The Leader of a Healthy Beverage Revolution Through the Power of Plants The Vita Coco Company is a leading fast-growing, plant-based functional hydration platform, which pioneered packaged coconut water in 2004, and recently began extending into other healthy hydration categories. We are on a mission to reimagine what is possible when brands deliver great tasting, natural, and nutritious products that are better for consumers and better for the world. At the Vita Coco Company, we strongly believe that we have a nearly two-decade head start on building a modern, healthy beverage company providing products that consumers demand. We observed early on the shift toward healthier and more functional beverage and food products led by the next generation of consumers. As a result, we believe our platform is tethered to the future and not anchored to the past. Our portfolio is led by Vita Coco, which is the leader in the global coconut water category with additional coconut oil and coconut milk offerings, and includes Runa, a leading plant-based energy drink inspired from a plant native to Ecuador, Ever & Ever, a sustainably packaged water, and the recently launched PWR LIFT, a flavored protein-infused water. Since our inception, we have been boldly re-defining healthy hydration to truly be good for your body rather than less bad for you as defined by the old guards of the beverage industry. We have embraced the power of plants from around the globe by turning them into conveniently packaged beverages that our consumers can enjoy across need-states and beverage occasions throughout the day as a replacement to orange juice in the morning, as a natural sports drink invented by Mother Nature, as a refreshing alternative to both regular or plant-based milk in a smoothie, or simply on its own as a great-tasting functional hydrator. Together, our brands help our consumers satiate their large and growing thirst for healthy and functional hydration, which fuels well-being from the inside out. This enables us to serve a U.S. beverage market of over $119 billion, providing a long runway for growth, and within which the $13 billion natural segment is currently growing at twice the pace of the conventional brands, according to SPINS. We do all of this as a responsible global citizen with a consistent appreciation of our impact on the environment and social wellbeing of the communities in which we operate. We are a Public Benefit Corporation focused on harnessing, while protecting, nature s resources for the betterment of the world and its habitants by creating ethical, sustainable, better-for-you beverages and consumer products that not only uplift our communities, but that do right by our planet. That is why we bring our products to market through a responsibly designed supply chain, and provide our farmers and producers the partnership, investment, and training they need to not only reduce waste and environmental impact, but bring income and opportunity to local communities. Ultimately, we believe it is our unique, inclusive, and entrepreneurial culture rooted in being kind to our bodies, our environment, and to each other, that enables us to win in the marketplace and ride the healthy hydration wave of the future. Our journey is Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated October 15, 2021 11,500,000 Shares of Common Stock This is an initial public offering of shares of common stock of The Vita Coco Company, Inc. We are offering 2,500,000 shares of our common stock. The selling stockholders identified in this prospectus are offering 9,000,000 shares of our common stock. We will not receive any proceeds from the sale of the shares by the selling stockholders. Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price will be between $18.00 and $21.00 per share. We have applied to list our common stock on the Nasdaq Global Select Market under the symbol COCO. Concurrently with, and subject to, the consummation of this offering, an entity affiliated with Keurig Dr Pepper Inc., our largest distributor customer, has agreed to purchase, subject to customary closing conditions, $20.0 million of shares of common stock in a private placement, at a price per share equal to the initial public offering price per share at which our common stock is sold to the public in this offering, from Verlinvest Beverages SA, a holder of greater than 5% of our common stock and one of the selling stockholders in this offering. The sale of such shares will not be registered under the Securities Act of 1933, as amended. The closing of this offering is not conditioned upon the closing of the private placement. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, may elect to comply with certain reduced public company reporting requirements for this registration statement and in future reports after the completion of this offering. We elected in April 2021 to be treated as a public benefit corporation under Delaware law. As a public benefit corporation, we are required to balance the financial interests of our stockholders with the best interests of those stakeholders materially affected by our conduct, including particularly those affected by the specific benefit purposes set forth in our certificate of incorporation. Accordingly, our duty to balance a variety of interests may result in actions that do not maximize stockholder value. Investing in our common stock involves a high degree of risk. See the section titled Risk Factors beginning on page 39 to read about factors you should consider before buying shares of our common stock. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(&sup1;) $ $ Proceeds to us, before expenses $ $ Proceeds to the selling stockholders, before expenses $ $ &sup1; See the section titled Underwriting (Conflict of Interest) for a description of the compensation payable to the underwriters. At our request, the underwriters have reserved up to 2.0% of the shares of common stock offered by this prospectus for sale at the initial public offering price through a directed share program to certain individuals identified by the management. Additionally, at our request, up to 5.0% of the shares of common stock offered by this prospectus have been reserved for sale to retail investors through Robinhood Financial, LLC, as a selling group member, via its online brokerage platform. See Underwriting (Conflict of Interest). The selling stockholders have granted to the underwriters the option for a period of up to 30 days to purchase up to an additional 1,725,000 shares of common stock from them at the initial public offering price, less the underwriting discounts and commissions. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to purchasers on , 2021. Goldman Sachs & Co. LLC BofA Securities Credit Suisse Evercore ISI Wells Fargo Securities Guggenheim Securities Piper Sandler William Blair Prospectus dated , 2021. Table of Contents TRADEMARKS, SERVICE MARKS AND TRADENAMES We have proprietary rights to trademarks, trade names and service marks appearing in this prospectus that are important to our business. Solely for convenience, the trademarks, trade names and service marks may appear in this prospectus without the and TM symbols, but any such references are not intended to indicate, in any way, that we forgo or will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, trade names and service marks. All trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. NON-GAAP FINANCIAL MEASURES This prospectus contains non-GAAP financial measures that are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States, or GAAP. Specifically, we make use of the non-GAAP financial measures EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA have been presented in this prospectus as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP, because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance and because we believe it is useful for investors to see the measures that management uses to evaluate the Company. Management uses EBITDA and Adjusted EBITDA to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation and to compare our performance against that of other peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be considered as an alternative to net income as a measure of financial performance or cash flows from operations as a measure of liquidity, or any other performance measure derived in accordance with GAAP and should not be construed as an inference that the Company s future results will be unaffected by unusual or non-recurring items. The presentations of these measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. For a discussion of the use of these measures and a reconciliation of the most directly comparable GAAP measures, see Management s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures. Table of Contents still young, and we believe that we are well-positioned to continue to deliver exceptional growth and profitability as we continue to grow our consumer reach in existing and new markets around the globe. We are laser focused on owning as many healthy hydration occasions as possible. We have undertaken numerous initiatives to turn our ideals into action. In 2014, we created the Vita Coco Project to support and empower our coconut farming communities through innovative farming practices, improving education resources, and scaling our business to promote economic prosperity through all of which we hope to positively impact the lives of over one million people. Additionally, we seek to partner with other third party organizations that share and advance our ideals including fair trade, accessible nutrition and wellness, and environmental responsibility. Vita Coco: The Global Leader in Coconut Water We pioneered the North American and European packaged coconut water market and made coconut water a mainstream beverage loved by consumers who were seeking healthier alternatives. Today we are the largest brand globally in the coconut and other plant waters category, according to Euromonitor. Our visionary co-founder, co-CEO and Chairman, Mike Kirban, discovered coconut water on an adventure in Brazil with his best friend. In many tropical countries, coconut water is viewed as a gift from Mother Nature and has been consumed for centuries as a substitute for water given its hydrating and functional properties from electrolytes. Since the beginning, our goal has been to bring high quality yet affordably priced and sustainably sourced coconut water to the masses. When Vita Coco launched in New York City in 2004, we established the coconut water category as a premium lifestyle drink, and we have been on the forefront of natural and functional beverages ever since. We believe the ongoing adoption of Vita Coco is largely attributable to its taste qualities and nutrients, and the fact that it is an alternative to sugar-packed sports drinks and other less healthy hydration alternatives. Vita Coco has evolved from a single pure coconut water SKU, to a full portfolio of coconut water flavors and enhanced coconut waters, as well as other plant based offerings such as coconut oil and coconut milk, all of which have been commercially successful and loved by consumers, such as Vita Coco Boosted, Vita Coco Super Sparkling and Vita Coco Farmers Organic. With market share leadership, the Vita Coco brand is synonymous with coconut water and healthy hydration. Vita Coco is truly the brand that helps you drink a little better, eat a little better, and live a little better. We have leveraged the strength of our category leading Vita Coco brand and our innovation capabilities to broaden our portfolio. Vita Coco is the coconut water category leader with 46% market share in the United States, a 36% relative market share advantage over the next leading competitor, according to IRI Custom Research. Vita Coco is driving growth in the overall category as well as growing its share. The brand competes in the $2 billion global coconut and plant waters category, according to Euromonitor, and is only being sold in 24 countries, with low household penetration in most of them. We believe that Vita Coco has had the biggest influence in making coconut water a mainstream beverage choice in the United States, and driving the category to its 15% year-over-year growth, which is in line with enhanced waters and outpacing sparkling waters, with 15% and 4% year-over-year growth, respectively, for the 26 weeks ended, September 5, 2021, according to IRI Custom Research. The category and the brand are sought after by consumers of all ages, but according to Numerator, does skew to younger and more multicultural shoppers, supporting the exciting growth prospects we have. Internationally, our business is anchored by Vita Coco s footprint in the United Kingdom, where it is the coconut water category leader with over 70% market share, according to IRI U.K. Our U.K. footprint and operational base in Asia, has allowed us to start selling into other European and Asian countries, where our brand while still nascent, has been well received. In collaboration with our key Table of Contents THE VITS COCO COMPANY(R) A PUBLIC BENEFIT CORP. BRANDS AS A FORCE FOR GOOD. Table of Contents LETTER FROM MICHAEL KIRBAN, CO-FOUNDER, CO-CHIEF EXECUTIVE OFFICER AND CHAIRMAN I have always been non-traditional, leading with my heart, trusting my instincts and always true to my values. Growing up dyslexic, I had a hard time connecting with books, but an easy time connecting with people and the outdoors. I came from a family of entrepreneurs who embraced my differences and inspired me to pursue my passions. Starting even as a kindergartener selling tomatoes at my grandmother s card games, my entrepreneurial spirit has always propelled me to embrace the combination of business with the fruits of nature. Experiences like that have helped to form my passion of living every day to the fullest while bringing joy to those around me, and thus starting me down the path that would ultimately lead to the creation of Vita Coco. The Adventure of a Lifetime Vita Coco, like many great adventures, began in a bar. On a cold winter evening in 2003, my best friend, Ira, and I met two Brazilian women at a Manhattan bar and this encounter changed our lives forever, particularly for Ira who sold everything he had, married one of the women and moved to Brazil. It was on my first visit to Brazil that Ira introduced me to coconut water straight from a coconut. In the midst of a hot, active day, the drink was incredibly refreshing and hydrating. Surprisingly, packaged coconut water filled the shelves of Brazilian grocery stores. As I traveled through Brazil, I noticed that packaged coconut water was as prevalent as bottled water, and I started opting for coconut water because it made me feel great. Back in the United States, pure coconut water didn t exist. This we knew was a white space we could fill. We took the next four months and created our brand Vita Coco, found a local co-manufacturer and started selling our product. We found a small distributor in Brooklyn and lower Manhattan, and I rollerbladed from store to store sampling and selling Vita Coco. In Latino and Southeast Asian grocery stores, people would literally hug me with joy and tell me that the product reminded them of their childhoods. In natural food stores and yoga studios people told me how excited they were to have found a natural alternative to artificial sport drinks. We knew early on we had a winner. Today, our products are sold in 24 countries around the world with hundreds of thousands of points of distribution. We are the number one coconut water brand with a significant relative market share advantage. We quickly became one of the largest independently owned and fastest growing healthy beverage brands globally. Our success did not go unnoticed! In 2009, Coca Cola and PepsiCo entered our category through acquisitions. Some feared that the strength of their distribution networks would lead to our demise. In fact, the opposite happened. We did what we have always done best: we out-hustled, out-innovated, and out-maneuvered the competition. We battled with everything we had. And we won what has been dubbed, The Coconut Water Wars ! Most importantly, we won because consumers loved our brand and stayed loyal to it. As the brand grew, we needed more and more coconuts. From Brazil, we expanded our supply chain into Southeast Asia where we partnered with the largest producers of food grade coconut products in the Philippines. When we asked if we could purchase their coconut water, they literally laughed at us because to them, the water was a by-product. After laughing with them out of courtesy, we offered to invest capital and help them procure the right equipment in exchange for a long-term, exclusive supply agreement. They thought we were crazy, but agreed and soon we were up and running. We replicated this same model with many of the world s other large coconut product manufacturers in Sri Lanka, Indonesia, Malaysia and Thailand. Our supply chain has proven to be incredibly robust, globally diversified, protected, and scalable. We were upcycling even before it became culturally relevant. Table of Contents retail partners in the United Kingdom, we have innovated beyond our current portfolio by extending the brand into natural personal care products and CBD-infused beverages that have been well received by our loyal consumer base. We have established solid foundations in key markets such as China, France, Spain, the Nordic Region and the Middle East from which to build our brand. Available Where Our Consumer Wants Us to Be As we build and expand our business, we strive to democratize health and wellness by making our high-quality products accessible to mainstream consumers through broad distribution and price points. Our products are distributed through club, food, drug, mass, convenience, e-commerce, and foodservice channels across North America, Europe, and Asia. In the United States, we are available from up and down the street in bodegas where we got our start to natural food and big box stores all over the country. We can also be found in a variety of on-premise locations such as yoga studios, corporate offices and even music festivals and other large events. We go to market in North America through a versatile and tailored approach that varies depending on a given product s lifecycle stage, and the needs of our retail partners as brands evolve and mature. This practice will continue as we expand our platform through innovation and acquisitions, and we utilize our insights and experience across various distribution channels, including direct-store-delivery, or DSD, direct-to-retailer warehousing, or DTW, and broadline distribution partners (e.g., UNFI, KeHE). We are in the advantageous situation where without owning any of the assets needed for distribution, we can match the right retailer needs with the right route to market. For example, where club and e-commerce retailers prefer to receive full truckloads of our products directly delivered to the limited number of warehouses they deploy, in most instances the convenience retailers, with over 100,000 doors in the channel, prefer to have smaller deliveries directly to their stores through our distributor network that provides national coverage. In addition to the strength of our brand, we believe our strong relationships across retailers is further aided by our highly-engaged sales and marketing teams who continually raise the bar for retail execution in the industry. Their proven track record of creating consumer excitement at the point of purchase has helped ensure that our products continue to fly off the shelves, while getting continuously restocked. We believe our marketing team has written the playbook on authentic grassroots brand building and influencer marketing, which draws highly coveted consumers into our retail partners in search of our products. Our in-the-field marketing efforts couple well with our superstar investors to tout the quality of our products and authenticity of the brand to further support ongoing purchasing. Vita Coco Year-Over-Year Retail Sales Growth Source: Retail sales growth for the Coconut Water category per IRI Custom Research (MULO + Convenience) for the 104 weeks, 52 weeks, 26 weeks and 13 weeks, respectively, ended September 5, 2021. Table of Contents THE VITS COCO COMPANY(R) A HEALTHY BEVERAGE PLATFORM FOR THE NEXT GENERATION Table of Contents We have developed a symbiotic relationship with our global suppliers: we have become invaluable to each other, and we take this responsibility very seriously. As our supply chain scaled, we came across an entirely different and unexpected opportunity: we realized we could positively impact the communities from which we source our coconuts, and that we could magnify our impact even more. Our coconuts are mostly grown and harvested by thousands of small family farmers. Many of our farming partners and the people in their communities live in poverty. For generations, they ve supported themselves by selling coconuts and fishing for food. While visiting these farming communities in Southeast Asia, we saw things that were completely foreign to us, such as young children attending school while huddled in the mud under a tarp to protect them from the rain. We also heard stories of farmers cutting down their coconut palms for lumber because the trees were producing only 1/3 of the coconuts that the same trees had produced for their parents and grandparents. We quickly understood that if we were going to be successful in the long-term, these farming communities needed to grow with us. Helping them was the right thing to do, not only for the business but for humanity. That s when we created the Vita Coco Project based on a simple philosophy of Give, Grow and Guide, with the goal to build thriving communities and impact the lives of over one million people. Over the past seven years, we ve built nearly 30 schools, offered dozens of college scholarships and have trained hundreds of local farmers at our model farms to be more productive and efficient. By teaching simple farming practices like intercropping, planting new seedlings and better harvesting techniques, we have helped these families increase their yield, income and livelihoods. This has been one of the most rewarding parts of the journey for me. This has led us to evolve our corporate structure to a Public Benefit Corporation. The specific benefit and purpose of The Vita Coco Company is harnessing, while protecting, nature s resources for the betterment of the world and its inhabitants, by creating ethical, sustainable, better-for-you beverages and consumer products that not only uplift our communities, but that do right by our planet. We are committed to using our business as a force for good. During the pandemic, we saw our sales surge by over 100%, which prompted us to donate $1 million of our profits to No Kid Hungry and Feeding America and we challenged our much larger competitors on Twitter to do the same. Many of them did! We re looking forward to continuing our efforts to deliver better products that are indeed, better for the world. The Next Chapter of Our Journey Now we are planning our next adventure, and we believe the best place for us to advance on this journey is in the public markets. We believe that being public will give us the currency to further accelerate our growth and offer us a platform to have a greater impact. Most healthy hydration companies are small, private and just don t have the scale to achieve their true potential. We, on the other hand, have spent seventeen years building one of the largest independently owned healthy hydration companies, and I believe it has all led up to this moment; the beginning of something much larger and much more impactful. Today s global beverage market is controlled mainly by behemoths who generate most of their profits from products that are not necessarily healthy for people or the planet. 21st century consumers seek products and brands that are not only good for their bodies but better for society. Our values of aligning profit with purpose really resonates with our consumers. We are humbled by their trust and loyalty, and they motivate us to do better every day. The white space we see ahead remains enormous. Significant growth opportunities exist for our core brand, Vita Coco, through greater household penetration, distribution gains and innovation. We Table of Contents 2020 AMERICAS SALES BY CHANNEL 2020 AMERICAS SALES BY ROUTE TO MARKET Source: Management estimates based on Americas branded gross sales and IRI Custom Research. Notes: Other includes e-commerce, convenience and food service. Unique Global Supply Chain Anchored in Upcycling and Supporting Growth Prospects We have set up an asset-lite business model. We believe we have unique expertise sourcing and overseeing the packaging of coconut water from the tropical belt, and delivering our high quality, branded packaged coconut water to consumers worldwide. Through our direct access to coconut farmers globally and our relationships with processors in many countries, including the Philippines, Indonesia, and Brazil, we have built up a unique body of knowledge and relationships which we believe creates a competitive advantage unrivaled in the industry. We believe this is an important differentiator for our business and difficult to replicate. As the pioneer of branded coconut water in the United States, we sourced our first coconut water in the early 2000s in Brazil, and helped local producers set up the infrastructure needed to supply and grow a high quality coconut water business. Over time, we took this capability to other parts of the world and also started giving back to the local communities in which we operate. We have carefully cultivated a coconut water supply chain of scale, which enables coconut processing facilities to monetize their coconut water. Prior to our involvement, many facilities had solely focused on desiccated coconut, coconut cream, and other coconut products, and were discarding the coconut water as an un-needed byproduct of their coconut processing. Thus, we saw an opportunity for upcycling the coconut water. Unlike other packaged beverages that can be produced or co-packed anywhere, coconut water needs to be transferred from the coconut into an aseptic package within hours of the coconut being cut from the tree. This means that we had to set up our production process as close to the coconut farms as possible to keep quality at the highest level. This was often in remote, less developed tropical areas with unsophisticated infrastructure and antiquated farming practices. In the areas we source from, we have established model farms to emulate, and we work closely with our manufacturing partners to assist the local farmers with best practices on how to grow and process coconuts in a sustainable and efficient manner. We believe the work we are doing with our manufacturing partners has set the gold standard for coconut water processing. Table of Contents THE VITS COCO COMPANY(R) LEVERAGING NATURE'S RESOURCES COCONUTS: VERSATILE NUTRITION GUAYUSA LEAVES: NATURAL ENERGY Table of Contents also plan to create new healthy, functional beverages and to acquire brands that fit with our values. Our goal is to be the fastest growing and most impactful healthy hydration company in the world. And when we win, so will our partners whether consumers, retailers, employees, growers or investors. A teacher once told me If you can t read, you ll never be able to get a job! . And to this day, I ve never held a job or even been on a job interview. Instead, I have been able to spend every day with my best friends (otherwise known as my co-workers), create amazing products that people love and have the privilege to positively impact millions of people s lives. If only my teachers could see me now! I hope you will join us on this journey and help us continue to grow and redefine the meaning of good for you for your body, for your communities, for your planet. Thank you, Mike Table of Contents In exchange for sharing the technical resources and expert know-how that we developed over time, we receive long-term contracts, typically with exclusivity provisions. We helped in creating an invaluable, loyal farming community around our manufacturing partners through our agricultural education programs and investments in schooling. This has strengthened our long-term manufacturing relationships and enables the scale and capacity needed for future growth. Today, our supply chain reaches far beyond Brazil, and includes tropical countries around the world including the Philippines, Thailand and Sri Lanka. Our thousands of farming partners presently organize the cracking of approximately 2.5 million coconuts each day at the highest quality standards to meet our demand for just that, and we believe we are the largest purchaser of coconut water in the world. We source approximately two-thirds of our coconut water from Asia, and one-third from Latin America. Our well-diversified global network spans across 10 countries, 15 coconut water factories and five co-packing facilities, which together are able to seamlessly service our commercial markets with delicious coconut water. We believe this network, and the relationships within it, are truly valuable, unique, and hard to replicate at scale. Our business model is asset-lite as we do not own any of the coconut water factories that we work with, and we use co-packers for local production when needed in our major markets. This provides us with enormous flexibility as we can move production from one facility or country to another quickly. We are able to rapidly adjust our sourcing and production on a global scale, which not only de-risks our exposure to political, weather and macro-economic risks, but also ensures a constant, reliable and high quality supply of coconut water while keeping operations nimble and capital efficient. Additionally, all of our manufacturing partners operate under the highest quality standards, and collectively provide a range of Tetra, PET and canning capabilities. This not only supports our existing offerings, but also allows us to be more expansive with our approach to innovation and product releases, such that we are not constrained due to any one packaging type. Table of Contents FOR ALL OCCASIONS AS BREAKFAST IN A SMOOTHIE AFTER A WORKOUT AS A PICK ME UP IN A COCKTAIL AFTER A NIGHT OUT ENERGY EVERYDAY HYDRATION AFTER A SWEAT Table of Contents Our supply chain scale, diversification, and flexibility also create leverage with manufacturers, warehouses, and logistics providers to reduce waste and operating and transportation costs, and help us reduce our total costs while maintaining reliable supply. This scale also supports our position as one of the largest and highest quality coconut water producers in the world and should allow us to continue to manage our supply and growth prospects for many years to come. Leveraging Our Success and Scale into a Multi-Brand Platform Over the past nearly two decades, we have built the scale to service our retailers and consumers around the globe. While we have grown into a larger organization with a strong back office team, our entrepreneurial spirit stays central to everything we do. Our sales team seeks to set the bar for retail execution in the industry, and has a proven track record of creating consumer excitement at the point of purchase. They are complemented by our marketing team who effectively employs authentic grassroots brand building and influencer marketing campaigns to aid brand awareness. We have leveraged our scale and entrepreneurial spirit to expand into other categories both organically and through acquisitions. We are constantly looking to expand our demographic reach and the beverage occasions that our products serve. We remain very focused on growing our share of the beverage market that sits at the intersection of functional and natural through a wide variety of clean, responsible, good for you products. We expanded into private label coconut water in 2016 as a way to develop stronger ties with select, strategic retail partners and improve our operating scale. This strategic move has enabled us to grow our branded share in the category as well as improve our gross margins across the total portfolio. We leverage private label as a way to manage the overall coconut water category at retail, enabling us to be better stewards of the category and influence the look and feel at retail shelves and more of the overall consumer experience with coconut water. Our private label offering strategically increases the scale and efficiency of our coconut water supply chain, and also proactively provides us with improved revenue management. Through this offering, we are able to better manage our products and capture the value segment without diluting our own brand, while concurrently supporting more family farms in the regions that we operate in. While our private label business has aided our growth historically, we expect our brands to be the primary drivers of top-line growth going forward. After building the scale and infrastructure to support our beloved Vita Coco brand, we realized that we were well positioned to support our platform with other innovations and brands that could leverage our strong capabilities in sales, marketing, and distribution. Not only have we added Vita Coco Coconut Milk as a shelf stable dairy alternative in the club channel, and introduced in summer 2021 the Vita Coco Hydration Drink Mix, a powdered form of flavored coconut water to test in limited online markets, but we have also added other complementary brands. Since 2018, we have expanded our portfolio with three brands that align with our values and allow us to expand our reach and consumer base, and increase the number of occasions where we can play a role in our consumers lives: Runa, Ever & Ever, and PWR LIFT. Runa: As part of our ongoing evaluation of the broader beverage industry, we saw an opportunity to leverage our success and learning in building Vita Coco and apply it to a clean, plant-based energy drink, with an aim to disrupt the very large and fast growing energy drinks category with a plant-based and fully natural alternative for consumers. This led us to acquire Runa in 2018 given its distinct plant-based and natural energy positioning, and our proven ability to source products from emerging markets. Runa s clean energy drinks provide consumers a refreshing energy boost Table of Contents LOVED BY CONSUMERS Table of Contents without the jolts and jitters, and with less sugar than traditional energy beverages. Runa s clean taste and smooth energy lift comes from Guayusa, an Amazonian jungle super-leaf containing theobromine and L-theanine, which has been shown to boost energy levels, alertness, and improve consumers moods and concentration. Ever & Ever: Launched in 2019, Ever & Ever is a purified water brand packaged solely in aluminum bottles with a pH balance of 7.4. We saw an opportunity to quickly create a brand that responded to the need for a sustainably packaged water product given the reusable nature of the bottles and its infinite recyclability, and transformed our concept into reality in under three months. Ever & Ever was launched with a focus on the foodservice and office channels, as top Fortune 500 companies and large corporations continue to make a conscious effort to participate in the sustainability movement with a focus on reducing plastic waste. PWR LIFT: In 2021, we released a functional beverage targeted at the post-workout and recovery usage occasions in PWR LIFT. We believe the fitness market had been lacking drinks that not only deliver thirst-quenching refreshment but also nutritional benefits. These protein-infused flavored waters can do just that they provide another option for our more fitness-minded consumers to have a great tasting and hydrating beverage while also ensuring they consume their protein following increased levels of exertion. PWR LIFT is currently exclusively available through Amazon. Track Record of Industry Leading Financial Performance We exercise strong financial discipline when managing our business and executing on our growth strategies, and our financial performance reflects that. While many companies at our stage and with our growth profile adopt a growth-at-all-cost mindset, we have always been focused on profitable, responsible, and sustainable growth. Still, we believe we have multiple opportunities to sustain the momentum of our branded coconut water business, and over time continue to expand our margins. We believe this strategy is the most prudent and value-maximizing for all of our stakeholders, including investors, consumers, customers, employees, and global citizens, over the long-term horizon. Our recent historical financial performance reflects the tremendous strides we have made to scale and grow our business: For the trailing twelve months ended June 30, 2021, we reported net sales of $334 million, representing a 17% increase from the twelve months ended June 30, 2020. For the year ended December 31, 2020, we reported net sales of $311 million, representing a 9% increase from $284 million for the year ended December 31, 2019. For the six months ended June 30, 2021, we reported net sales of $177 million, representing a 15% increase from $154 million for the six months ended June 30, 2020 primarily driven by a 29% increase in net sales of Vita Coco Coconut Water during the same period. For the year ended December 31, 2020, we generated gross profit of $105 million, representing a margin of 34% and a 13% increase from $93 million for the year ended December 31, 2019. For the six months ended June 30, 2021, we generated gross profit of $53 million, representing a margin of 30% and remaining relatively flat in absolute dollar terms compared to $53 million for the six months ended June 30, 2020. For the year ended December 31, 2020, our net income was $33 million, representing a margin of 11% and a 247% increase from our net income of $9 million and a margin of 3% for the year ended December 31, 2019. For the six months ended June 30, 2021, our net income was $9 million, representing a margin of 5% and a 43% increase from our net income of $7 million and margin of 4% for the six months ended June 30, 2020. Table of Contents BUILDING THRIVING COMMUNITIES Table of Contents For the year ended December 31, 2020, our adjusted EBITDA was $35 million, representing a margin of 11% and an increase of 75% from our adjusted EBITDA of $20 million for the year ended December 31, 2019. This improved margin was a result of our gross profit margin expansion and right-sized marketing investments. For the six months ended June 30, 2021, our adjusted EBITDA was $16 million, representing a margin of 9% and a decrease of 16% from our adjusted EBITDA of $19 million for the six months ended June 30, 2020, due in part to the challenging supply chain environment we experienced during the six months ended June 30, 2021. We have traditionally experienced minimal capital expenditures given our asset-lite model. We believe that our operating cash flow and access to credit facilities provide us with sufficient capability to support our growth plans. As of December 31, 2020 and June 30, 2021, we had $25 million and $38 million, respectively, of outstanding indebtedness. The Vita Coco Company Select Financial Performance Note: LTM refers to the twelve-month period ending June 30, 2021. Our Competitive Strengths A Pure-Play Healthy Hydration Platform Disrupting a Massive Category Ever since his first encounter with a coconut straight from a tree on a sunny beach in Brazil, our co-founder, co-CEO and Chairman, Mike Kirban, has been on a mission to bring the benefits of the coconut to the western world. Vita Coco has evolved from one pure coconut water SKU, to an award-winning portfolio of coconut water flavors, enhanced coconut water, coconut oil, and coconut milk, all the while retaining its #1 market share of 46%, which is bigger than the next ten brands combined, according to IRI Custom Research. In fact, all of our brands are rooted in clean, natural ingredients that deliver tangible and functional benefits to our consumers and address different need-states across all dayparts. Whether it is the electrolytes, nutrients, and vitamins in Vita Coco, Runa s organic, plant-based and natural caffeine with a lower calorie count and sugar content than traditional energy drinks, PWR LIFT s flavorful and protein infused water, or Ever & Ever s aluminum packaging that is infinitely recyclable, our brands embody what we stand for as a company and resonate across consumers. We believe our platform has served as a leader in disrupting and transforming the healthy and functional beverage landscape. Table of Contents TABLE OF CONTENTS Page Market and Industry Data i Letter From Michael Kirban, Co-Founder, Co-Chief Executive Officer and Chairman iii Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/COMP_compass_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/COMP_compass_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/COMP_compass_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CPOP_pop_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CPOP_pop_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CPOP_pop_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CRBU_caribou_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CRBU_caribou_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CRBU_caribou_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CRSR_corsair_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CRSR_corsair_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3151b418edc0316f97453492b57d23bb409aeb1d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CRSR_corsair_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before deciding to invest in our common stock. You should read the entire prospectus carefully, including Risk Factors and our financial statements and related notes included elsewhere in this prospectus, before making an investment decision. Unless we state otherwise or the context otherwise requires, all information in this prospectus gives effect to the Reorganization defined and described below. In this prospectus, the terms Corsair we, us, our and the Company refer to Corsair Gaming, Inc. and its consolidated subsidiaries after giving effect to the Reorganization described below. References to the selling stockholders refer to the selling stockholders named in this prospectus. Overview We are a leading global provider and innovator of high-performance gear for gamers and content creators. Our industry-leading gaming gear helps digital athletes, from casual gamers to committed professionals, to perform at their peak across PC or console platforms, and our streaming gear enables creators to produce studio-quality content to share with friends or to broadcast to millions of fans. We design and sell high-performance gaming and streaming peripherals, components and systems to enthusiasts globally. We have served the market for over two decades and many of our products maintain a number one U.S. market share position, according to data from NPD Group and internal estimates. We have built a passionate base of loyal customers due to our brand authenticity and reputation as provider of innovative and finely engineered products that deliver an uncompromising level of performance. Competitive gaming rewards speed, precision and reliability. As in other sports, specialized high-performance gear such as gaming mice, keyboards, headsets and performance controllers allow digital athletes to perform at their best. Modern games also require significant processing power to render high-resolution graphics, and reward the speed and precision of user inputs, driving demand for powerful gaming components and systems. Further, in a world where the ability to create content is democratized and competition for viewer engagement is greater than ever, content creators, particularly streamers, are increasingly seeking ways to maximize the quality of their video capture and broadcasting, which requires specialized high-performance gear. Our solution is the most complete suite of gear among our major competitors, and addresses the most critical components for both game performance and streaming. Our product offering is enhanced by our two proprietary software platforms: iCUE for gamers and Elgato s streaming suite for content creators. These software platforms provide unified, intuitive performance, and aesthetic control and customization across their respective product families. We group our gear into two categories: Gamer and creator peripherals. Includes our high-performance gaming keyboards, mice, headsets and controllers, as well as our streaming gear including capture cards, studio accessories, among others. Gaming components and systems. Includes our high-performance power supply units, or PSUs, cooling solutions, computer cases, and DRAM modules, as well as high-end prebuilt and custom-built gaming PCs, among others. We believe our brand, scale and global reach provide significant competitive advantages. As of September 30, 2020, we had shipped over 198 million gaming and streaming products since 1998, Table of Contents Index to Financial Statements CORSAIR Table of Contents Index to Financial Statements with over 91 million in the past five years. Our gear is sold to end users in more than 75 countries, primarily through online and brick-and-mortar retailers, including leading global retailers such as Amazon and Best Buy, and through our direct online channel. Due to our gamer and creator-centric design philosophy we have received over 4,000 product awards from magazines and websites in approximately 45 countries since 2016, of which more than 3,500 were Gold, Editor s Choice, Approved, or similar awards, including multiple perfect 10 out of 10 or similar perfect ratings. We believe our brand, market position and operational excellence will allow us to continue to capture a growing share of the rapidly expanding gaming and streaming gear market, estimated at over $36 billion in 2019 by Jon Peddie Research. We intend to continue to grow by offering market-leading gear to gamers and content creators, expanding the breadth of our product suite to meet the needs of our customers, growing our worldwide market share, continuing to invest in marketing, product innovation and sales, and selectively pursuing accretive acquisitions. Since 2017, our net revenue has grown significantly. For 2017, 2018, 2019 and for the nine months ended September 30, 2019 and 2020, our net revenue was $855.5 million, $937.6 million, $1,097.2 million, $770.6 million and $1,146.0 million, respectively. For 2017, 2018, 2019 and for the nine months ended September 30, 2019 and 2020, our gross margin was 20.2%, 20.6%, 20.4%, 20.0% and 27.2%, respectively. We generated net income (loss) of $7.4 million, $(13.7) million, $(8.4) million, $(14.6) million and $60.2 million for 2017, 2018, 2019 and the nine months ended September 30, 2019 and 2020, respectively. For 2017, 2018, 2019 and the nine months ended September 30, 2019 and 2020, our adjusted operating income was $63.1 million, $61.6 million, $65.8 million, $39.2 million and $133.8 million, respectively, our adjusted net income was $34.3 million, $20.0 million, $27.5 million, $10.7 million and $91.9 million, respectively and our adjusted EBITDA was $67.5 million, $67.4 million, $71.6 million, $43.1 million and $140.5 million, respectively. Our revenue, gross margin, net income (loss), adjusted operating income, adjusted net income (loss) and adjusted EBITDA each increased for the twelve months ended September 30, 2019 to the same period in 2020 from $1,039.5 million to $1,472.6 million, from 20.1% to 25.9%, from $(20.9) million to $66.2 million, from $56.4 million to $160.4 million, from $12.3 million to $108.8 million and from $61.7 million to $168.9 million, respectively. Adjusted operating income, adjusted net income (loss) and adjusted EBITDA are not financial measures under U.S. generally accepted accounting principles, or GAAP. See Selected Financial Data Non-GAAP Financial Measures for an explanation of how we compute these non-GAAP financial measures and for their reconciliations to the most directly comparable GAAP financial measure. Net revenue, gross margin and net income for the year ended December 31, 2017 are unaudited pro forma financial information derived from the audited statements of operations of the Predecessor and Successor. See Unaudited Pro Forma Financial Information for the Acquisition Transaction for an explanation of the pro forma amounts. Our Industry Since traditional arcade games of the 1970s, gaming has evolved into the mainstream and taken a central place in the global entertainment landscape. There were an estimated 2.6 billion gamers worldwide across all devices spending more than $148.8 billion on games in 2019, according to Newzoo. Based on the latest available Nielsen data, gaming today represents approximately 11% of leisure time in the United States, surpassing activities such as using social media and messaging. In parallel, digital content creation today has democratized, with content sharing, video-first communication and voice-chat being the norm among creators, viewers and gamers. Streaming is now ubiquitous, with over 2 billion monthly users watching pre-recorded videos on YouTube and over Table of Contents Index to Financial Statements Table of Contents Index to Financial Statements 12 billion live streaming hours watched across Twitch, YouTube Gaming and Facebook Gaming in 2019. Further, viewership of eSports, the peak of competitive gaming, has grown to surpass multiple traditional, mature sports. For example, the League of Legends World Championship attracted over 100 million live viewers in November 2019, which is comparable to the live viewers on FOX s broadcast of the Super Bowl in February 2020, and more than five times than the viewers for game six of the 2019 NBA Finals. A virtuous circle of eSports players, viewers and revenue, catalyzed by the growing proliferation of streaming, is both attracting new gamers and increasing the performance focus of existing gamers, who advance from less engaged gaming to high-performance gameplay. Historically, gamers and streamers were required to use hardware that was designed for office use, lacking integration capabilities and, most importantly, the performance and features necessary to maximize a gamer s or streamer s potential. Because both gaming and streaming have reached a level of innovation, sophistication and competition that, even on an amateur level, allows for limited margin for error, competitive gamers and streamers require high-performance gear. Our Market Opportunity The global gaming PC and streaming gear markets, including peripherals, components and prebuilt PCs and laptops specifically designed for PC gaming, totaled approximately $36 billion in 2019, according to Jon Peddie Research. In 2019, there were an estimated 524 million PC gamers, comprising committed, competitive and casual PC gamers. Approximately 94 million of these gamers spent over $1,000 on their gaming PC systems. These gamers, comprising committed and competitive PC gamers, represented approximately $30 billion of the global gaming PC gear market. Further, approximately 27 million of these gamers, comprising committed PC gamers, spent over $1,800 on their gaming PC systems, representing $18 billion of the global gaming PC gear market. Globally, committed, competitive and casual gamers are estimated to have each spent on average $651, $179 and $14, respectively, on gaming PC gear in 2019. Further, there were an estimated 729 million console gamers globally in 2019, according to Newzoo, driving demand for gaming console gear including controllers and console headsets. In addition, there were an estimated 6 million committed streamers on Twitch and YouTube alone in 2019, with those who purchased streaming gear spending an average of over $240 on capture cards, Stream Decks, microphones, lighting and other streaming gear in 2019. As gaming, eSports and streaming continue to expand in the mainstream, casual gamers increasingly aspire to emulate committed gamers such as eSports athletes, and amateur streamers increasingly seek to improve their production value quality. We expect this will bring new customers into the gaming and streaming gear market, and push existing customers to improve their performance and content quality, in part through related gear spending. Table of Contents Index to Financial Statements USED BY THE WORLD S ELITE The most successful player in Call of Duty history with 33 Major Championships. Twitter: 830.8k Instagram: 203k Twitch: 393k Virtuoso by far has the best audio out of all the headsets I ve used CRIMSIX A former Rainbow Six Siege champion turned streamer. KingGeorge is recognized as one of the most popular figures in the Rainbow Six Community. Twitter: 120.7k Instagram: 131k Twitch: 761k The M55 RGB PRO is a great lightweight mouse for the fast-paced gameplay of FPS games. It s comfortable to grip and fits my hand better than most of the other mice out there that I ve tried. KINGGEORGE One of the most notable controller players in the world. He has won multiple tournaments across many games including Gears of War, Fortnite, and Call of Duty. Twitter: 1.5M Instagram: 2.2M Twitch: 4M YouTube: 2.7Mm NICKMERCS I ve used SCUF controllers for the last 5 years and it s always been my controller of choice even before I was partnered.... SCUF controllers allow me to keep my thumbs on the joysticks while doing everything that I need to do. I would literally not be able to stream without Elgato. You guys make products that are easy enough for anyone to use, but so powerful that it seems like I have a full studio team behind me. Twitter: 86.6k Instagram: 16k Twitch: 672k Facebook: 15.5k $40,000+ raised for charity MICHI Meyers Leonard, also known as The Hammer, is an American professional basketball player for the Miami Heat who is an investor in FaZe Clan and streams on Twitch in his spare time. MEYERS LEONARD The dopest PC on the planet. Custom Miami Vice / ML Hammer design. The team at @ORIGINPC absolutely crushed this project! Thank you! Social media stats taken 06/08/2020 Table of Contents Index to Financial Statements Our Market Leadership Our focus on gamers and content creators, and our dedication to providing them with integrated high-performance gear have earned us a number one U.S. market share position in many of our key product lines according to September 2020 data from the NPD Group on a trailing twelve month basis and internal estimates. We maintain our market leadership by staying true to the following principles: We practice a gamer- and creator-centric design philosophy. Gamers look for gaming gear to play the most sophisticated games at the highest performance levels, while being able to customize such gear for differentiated control and style. Similarly, content creators seek gear that delivers exceptional production quality while remaining low in complexity, so they can focus on maximizing creativity. We continue to update and improve our gear on a regular basis to address the changing needs of gamers and content creators. We prioritize high performance and professional quality. Our gaming and streaming gear meets our customers demanding requirements and features highly differentiated characteristics, including: gaming precision and speed, live streaming quality and user experience, gaming PC performance, durability and ergonomics. Our Competitive Strengths We are a leading global provider and innovator of high-performance gaming gear. We believe that we have a strong position in our target market, which consists of gamer and creator peripherals, and gaming components and systems markets, as a result of the following competitive strengths: Leading brand recognition for performance drives strong customer loyalty. Since our founding in 1994, we have shipped more than 198 million gaming and streaming products as of September 30, 2020 and actively nurtured a passionate and engaged global customer base by maintaining a long history of delivering innovative, finely Table of Contents Index to Financial Statements THE MOST COMPLETE SUITE...OF HIGH-PERFORMANCE GAMING AND STREAMING PC GEAR WAVE 3 MICROPHONE 2020 WAVE 1 MICROPHONE 2020 2019 ACQUIRED SCUFGAMING ACQUIRED ORIGIN 2019 CUSTOM LIQUID COOLING 2019 STREAMING ACCESSORIES 2018 ACQUIRED ELGATO 2018 VENGEANCE GAMING PC 2018 CORSAIR ONE GAMING PC 2017 LAUNCHED GAMING SYSTEMS 2016 GAMING MOUSE PADS 2013 FANS & ACCESSORIES 2012 GAMING KEYBOARDS & MICE 2011 LAUNCHED GAMING PERIPHERALS 2010 LIQUID COOLING 2010 HEADSETS 2010 SSD DRIVES 2009 CASES 2009 POWER SUPPLIES 2006 EXPANDED DIY COMPONENTS 2005 OVERCLOCKING MEMORY 1998 CORSAIR FOUNDED 1994 Table of Contents Index to Financial Statements engineered products that have expanded the frontiers of gaming performance. As a result, we believe we have established ourselves as a leading brand among gaming enthusiasts and streamers, many of whom are active and prominent in eSports and act as ambassadors for our branded gear. Differentiated, gamer and streamer-centric R&D engine focused on delivering a broad portfolio of high-performing gear. We are an innovation-driven company with a rigorous development process designed to consistently deliver high-performance and quality gaming and streaming gear to the market. Our focus on innovation and performance has also earned us significant industry recognition. Differentiated software-driven ecosystem. Since our inception, we have concentrated our efforts on helping gamers succeed, which has led us to develop what we believe to be the most complete ecosystem of high-performance gaming gear in the market, which is connected through our iCUE software. We have applied the same ethos to our product development for streaming gear, developing a suite of streaming software under our Elgato brand that help streamers optimize their gear and maximize content quality. Global sales and distribution network. As a global company, we have developed a comprehensive worldwide marketing and distribution network. In this network, we have established a multichannel sales model and have long-standing relationships with key distributors and retailers globally, as well as direct-to-consumer sales channels. We currently ship to more than 75 countries across six continents, with our gear being sold at leading retailers including Amazon, Best Buy, JD.com, MediaMarkt and Walmart. Management team of visionary leaders with deep industry experience and proven ability to execute. We have a strong management team of experienced and talented executives with a track record of execution and deep industry knowledge. Our Growth Strategy We intend to grow our business by increasing value to our customers, expanding our market opportunity and further differentiating ourselves from competitors. Key components of our strategy include: Advance as the global leader in high-performance gaming and streaming gear. The gaming and streaming gear category is benefiting from the growing popularity of eSports and streaming, which are driving an increase in gaming and streaming participants as well as spend per participant on high-performance gear. We believe our brand name, high-performance gear and market position will allow us to capture a large share of this market growth and we intend to continue to make significant marketing investments in leading eSports teams, athletes, streamers and social media influencers. Continue to develop innovative, market-leading gaming and streaming gear. We intend to prioritize investment in creating innovative gaming and streaming gear and related software to enhance the customer experience by delivering cutting-edge technology. Expand into new gear and services that grow our market opportunity. Since our inception, we have successfully entered a number of new gear categories, including Table of Contents Index to Financial Statements gaming PC peripherals, streaming accessories, console controllers, and prebuilt and gaming PCs and laptops. As the gaming and content creation landscape continues to evolve, we intend to continue to introduce new products and services to address our customers new and changing needs, and to grow our market opportunity. Leverage our software platforms to sell more gear to existing customers. Our software platforms integrate and enhance our ecosystem of gaming and streaming gear, which drives customer loyalty and allows us to successfully sell additional gear to existing customers. Strengthen relationships with end-users by increasing direct-to-consumer sales. Through our acquisitions of Origin and SCUF in 2019, we acquired two companies whose sales are primarily generated through direct-to-consumer channels. While sales from this channel are a relatively small contributor to our revenue today, we believe direct-to-consumer sales represent a significant avenue to drive growth by facilitating increased market penetration across our product categories. Continue to grow market share globally. As a globally recognized brand, we have a footprint that reaches customers in more than 75 countries. We will continue to invest in enhancing our sales and distribution infrastructure to expand our leadership position in the Americas and Europe. In the gaming peripherals market, we have increased our U.S. market share from 5.0% in December 2013 to 16.8% in September 2020 on a trailing twelve month basis according to NPD Group. We are a clear market leader in the gaming PC components market. According to NPD Group, we have increased our U.S. market share from 26.2% in December 2015 to 40.8% in September 2020 on a trailing twelve month basis. Additionally, for the twelve months ended September 2020, we had number two U.S. market share in gaming computer cases with a 17% market share, and number one U.S. market share in cooling solutions with a 50% market share, PSUs with a 39% market share and high-performance memory with a 55% market share. We view the Asia Pacific region as a long-term growth opportunity and recently invested in our local sales force and regional management to build out distributor networks and retail partnerships. Selectively pursue complementary acquisitions. We plan to evaluate, and may pursue acquisitions, such as our acquisitions of Elgato, Origin and SCUF, which we believe strengthen our capabilities in existing segments as well as diversify our product offerings, broaden our end-user base or expand our geographic presence. Our Solutions We design our high-performance gear to address the needs of gamers and content creators. To help our customers perform at their peak, whether in game or on camera, we have developed the industry s most complete integrated ecosystem of gamer and creator peripherals and gaming components and systems. Gamer and creator peripherals. Our gamer and creator peripherals seek to provide the fastest, highest fidelity, and most seamless interface between digital athletes and their game, and content creators and their viewers. Our solutions include our high-performance gaming keyboards, mice, headsets, and controllers, as well as our streaming gear including capture cards, Stream Decks, microphones and studio accessories, among others. Gaming components and systems. We develop and sell high-performance gaming components to help gamers build their own custom gaming PCs. We also develop and sell complete high-performance gaming systems using our gaming components. Our Table of Contents Index to Financial Statements prebuilt systems and user-built systems are designed to deliver maximum performance, all the while providing our customers the design aesthetic and customizability they demand. Our solutions include our high-performance power supply units, or PSUs, cooling solutions, computer cases, and DRAM modules, as well as high-end prebuilt and custom-built gaming PCs, among others. PC Gaming Software. Our product offering is enhanced by our two proprietary software platforms: iCUE for gamers and Elgato s streaming suite for content creators. These software platforms provide unified, intuitive performance, and aesthetic control and customization across their respective product families. Our iCUE software platform powers the full range of our gear from a single intuitive interface, providing advanced performance tuning, user customization and system monitoring. By enabling our customers to fine tune the response of our gaming gear to maximize performance and match their personal preferences and styles of play, we believe that iCUE provides a distinct competitive advantage. Recent Developments In November 2020, we completed the acquisition of Gamer Sensei, a leading game coaching platform for gamers seeking to improve their performance. We believe the acquisition of Gamer Sensei will help further build our direct-to-consumer business. In November 2020, we also prepaid an additional $25.0 million of our First Lien Term Loan with excess cash on hand. See Management s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Credit Facilities and Dividend . Preliminary Financial Results Presented below are certain preliminary and unaudited estimates of selected financial and non-GAAP financial measures for the year ended December 31, 2020. The following information reflects our preliminary estimates with respect to such results based on currently available information, is not a comprehensive statement of our financial results and is subject to completion of our financial closing procedures. Our financial closing procedures for the year and quarter ended December 31, 2020 are not yet complete and, as a result, our actual results may differ materially from these estimates. These estimates should not be viewed as a substitute for our full annual financial statements prepared in accordance with GAAP. Further, our preliminary estimated results are not necessarily indicative of the results to be expected for any future period as a result of various factors, including, but not limited to, those discussed in Risk Factors and Forward-Looking Statements . This information should be read in conjunction with Management s Discussion and Analysis of Financial Condition and Results of Operations and our combined consolidated financial statements and the related notes included elsewhere in this prospectus. The estimated financial and other data included in this prospectus has been prepared by, and are the responsibility of, management of the Company. The preliminary financial data set forth below has not been audited or reviewed. For the year ended December 31, 2020, we expect: Net revenue to be between approximately $1,700 million and $1,701 million Net income to be between approximately $101 million and $103 million Adjusted EBITDA to be between approximately $211 and $213 million Table of Contents Index to Financial Statements In addition to the foregoing, as of December 31, 2020, we expect to have approximately $133 million in cash and restricted cash and we expect to have net debt of approximately $194 million following the repayment of $50.0 million in existing debt with cash on hand during the quarter ended December 31, 2020. Adjusted EBITDA is a non-GAAP financial measure. For a definition of how we calculate adjusted EBITDA, as well as a description of why we believe it is a useful measure for investors, see Selected Financial Data Non-GAAP Financial Measures. The following table presents a reconciliation of adjusted EBITDA to net income for the year ended December 31, 2020 based on the low- and high-end of the ranges of our preliminary estimates for this period (unaudited, in millions): Year Ended December 31, 2020 Low High Net Income $ 101.0 $ 103.0 Interest expense and debt modification costs 35.8 35.8 Intangible asset amortization 34.0 34.0 Tax expense 18.3 18.9 Depreciation 9.4 9.4 Stock-based compensation 5.8 5.8 Acquisition-related and integration-related costs 4.6 4.6 Other 2.1 1.5 Adjusted EBITDA $ 211.0 $ 213.0 Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. For a description of the limitations associated with non-GAAP measures such as adjusted EBITDA, see Selected Financial Data Non-GAAP Financial Measures. Risks Associated with Our Business Investing in our stock involves a high degree of risk. You should carefully consider the risks described in Risk Factors before making a decision to invest in our common stock. If any of these risks actually occurs, our business, financial condition and results of operations would likely be materially adversely affected. In such case, the trading price of our common stock would likely decline and you may lose part or all of your investment. Below is a summary of some of the principal risks we face: Our competitive position and success in the market depend to a significant degree upon our ability to build and maintain the strength of our brand among gaming enthusiasts and any failure to build and maintain our brand may seriously harm our business. Our success and growth depend on our ability to continuously develop and successfully market new gear and improvements. If we are unable to do so, demand for our current gear may decline and new gear we introduce may not be successful. We depend upon the introduction and success of new third-party high-performance computer hardware, particularly graphics processing units, or GPUs, and central processing units, or CPUs, and sophisticated new video games to drive sales of our gear. If newly introduced GPUs, CPUs and sophisticated video games are not successful, or if the rate at which those products are introduced declines, it may seriously harm our business. Table of Contents Index to Financial Statements We face intense competition, and if we do not compete effectively, we could lose market share, demand for our gear could decline and our business may be seriously harmed. If the gaming industry, including streaming and eSports, does not grow as expected or declines, our business could be seriously harmed. Our growth prospects are, to a certain extent, connected with the ongoing growth of streaming and eSports, and any reduction in the growth or popularity of streaming and eSports may seriously harm our business. If we lose or are unable to attract and retain key management, our ability to compete could be seriously harmed and our financial performance could suffer. We rely on highly skilled personnel and if we are unable to attract, retain or motivate key personnel or hire qualified personnel our business may be seriously harmed. Currency exchange rate fluctuations could result in our gear becoming relatively more expensive to our overseas customers or increase our manufacturing costs, each of which may seriously harm our business. Total unit shipments of our gear tend to be higher during the third and fourth quarters of the year. As a result, our sales are subject to seasonal fluctuations, which may seriously harm our business. The coronavirus outbreak has had, and could continue to have, a materially disruptive effect on our business. We have identified material weaknesses in our internal controls over financial reporting. If our remediation of the material weaknesses is not effective or we otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock. We are controlled by a single stockholder, whose interest in our business may be different than yours. We are a controlled company within the meaning of the Nasdaq Global Select Market, or Nasdaq, rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements. The Reorganization and the Acquisition Transaction In connection with the consummation of our initial public offering in September 2020, we completed a corporate reorganization, or the Reorganization, which was substantially comprised of the transactions set forth in this section. Prior to the Reorganization, we had 843.46 shares of common stock outstanding, certain of our subsidiaries and assets were held by other entities and management and certain other holders held units in our direct parent, Corsair Group (Cayman), LP, or EagleTree. EagleTree, through its general Table of Contents Index to Financial Statements partner, is managed by affiliates of EagleTree Capital, LP, a private equity investment firm. In addition, prior to the Reorganization we had 852.3 shares of preferred stock outstanding, which in connection with the Reorganization converted into 0.56 shares of our common stock in order to simplify our capital structure. Separately, because prior to the Reorganization our North American operations and the majority of our international operations were conducted by certain operating subsidiaries held by separate entities, Corsair Gaming, Inc. and Corsair Holdings (Lux) S. r.l., or Corsair Luxco, respectively, each of which was substantially owned by and under common control of EagleTree, part of the Reorganization included the transfer of all of the outstanding capital stock of Corsair Luxco to Corsair Gaming, Inc. so that all of our subsidiaries and assets are either directly or indirectly owned by Corsair Gaming, Inc. As consideration for all of the outstanding stock of Corsair Luxco, Corsair Gaming, Inc. issued 2,095.64 shares of our common stock to EagleTree. Following this transaction and the others mentioned above, we had 2,939.66 shares of common stock outstanding. In order for management and certain other holders to hold our common stock directly, part of the Reorganization also included us entering into one or more exchange agreements with such holders, pursuant to which such holders will exchange EagleTree units for shares of our common stock on a pro rata basis to their holdings in EagleTree prior to the Reorganization. Further, the holders of outstanding options to acquire units in EagleTree pursuant to the Corsair Gaming (Cayman) LP s 2017 Equity Incentive Program, or the 2017 Program, had their outstanding options assumed and converted into options to purchase our common stock on a pro rata basis with an adjusted exercise price to reflect the assumption. In connection with this assumption, we also assumed the 2017 Program by Corsair Gaming, Inc. Following the above, we implemented a 1-for-28,693.596843964 stock split. Following the stock split and prior to our initial public offering, the direct non-EagleTree holders of Corsair Gaming, Inc. common stock owned substantially the same ownership percentage in Corsair Gaming, Inc. as they did in EagleTree before the Reorganization. As of September 30, 2020 and after giving effect to the purchase of 1.1 million shares in October 2020 by the underwriters in our initial public offering pursuant to the exercise of their option to purchase additional shares, EagleTree holds a significant portion of our outstanding common shares and will hold approximately 68.6% of our common shares (or 67.3% if the underwriters exercise their option to purchase additional shares in full) following the consummation of this offering. On August 28, 2017, EagleTree consummated the purchase of the shares of the subsidiaries of Corsair Components (Cayman) Ltd., or Predecessor, for aggregate consideration of approximately $550 million, or the Acquisition Transaction. In the Acquisition Transaction, Corsair Gaming, Inc. acquired the interests of the operating subsidiaries conducting our North American operations and Corsair Holdings (Lux) S. r.l. indirectly acquired the operating subsidiaries conducting our international operations. Corsair Components (Cayman) Ltd. is our Predecessor for financial reporting purposes. Corporate Information We were originally incorporated in 1994 and began selling branded high-performance gaming PC memory in 1998. In connection with the Acquisition Transaction, Corsair Gaming, Inc. was formed as a Delaware corporation on July 19, 2017. Our corporate headquarters are located at 47100 Bayside Pkwy, Fremont, CA 94538, and our telephone number is +1 (510) 657-8747. Our website address is www.corsair.com. Information contained on our website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus. Table of Contents Index to Financial Statements
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CULL_cullman_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CULL_cullman_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8dd65528aaf967b9967aa20eb66f669a9725f703
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CULL_cullman_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 d175710ds1a.htm FORM S-1/A Form S-1/A Table of Contents As filed with the Securities and Exchange Commission on May 11, 2021 Registration No. 333-254220 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 3 TO THE FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cullman Bancorp, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 6036 Being applied for (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 316 Second Avenue SW Cullman, Alabama 35055 (256) 734-1740 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) John A. Riley, III Chairman of the Board, President and Chief Executive Officer 316 Second Avenue SW Cullman, Alabama 35055 (256) 734-1740 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Kip A. Weissman, Esq. Ned Quint, Esq. Luse Gorman, PC 5335 Wisconsin Avenue, N.W., Suite 780 Washington, D.C. 20015 (202) 274-2000 Edward G. Olifer, Esq. Stephen F. Donahoe, Esq. Kilpatrick, Townsend & Stockton LLP 607 14th Street, N.W., Suite 900 Washington, D.C. 20005 (202) 208-5800 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.: Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per share (1) Proposed maximum aggregate offering price (1) Amount of registration fee Common Stock, $0.01 par value per share 7,406,000 shares $10.00 $74,060,000 $8,080 (2) (1) Estimated solely for purposes of calculating the amount of the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended. (2) Previously paid. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents TABLE OF CONTENTS Page SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CURV_torrid_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CURV_torrid_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CURV_torrid_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CWAN_clearwater_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CWAN_clearwater_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CWAN_clearwater_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/CXM_sprinklr_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/CXM_sprinklr_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/CXM_sprinklr_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/DIBS_1stdibs_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/DIBS_1stdibs_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/DIBS_1stdibs_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/DOCN_digitaloce_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/DOCN_digitaloce_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/DOCN_digitaloce_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/DOCS_doximity_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/DOCS_doximity_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1ae902644e4d540786a32d6001546920225d78fd
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/DOCS_doximity_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 doximity-sx1a2freecashflow.htm S-1/A Document As filed with the Securities and Exchange Commission on June 22, 2021 Registration No. 333-256584 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Doximity, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware737127-2485512 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 500 3rd St. Suite 510 San Francisco, CA 94107 (650) 549-4330 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) Jeffrey Tangney Chief Executive Officer Doximity, Inc. 500 3rd St. Suite 510 San Francisco, CA 94107 (650) 549-4330 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to Heidi E. Mayon Jon M. Novotny Julia R. White John G. Casnocha Goodwin Procter LLP 601 Marshall Street Redwood City, CA 94063 (650) 752-3100 Jennifer Chaloemtiarana General Counsel Doximity, Inc. 500 3rd St. Suite 510 San Francisco, CA 94107 (650) 549-4330 Dave Peinsipp Charles S. Kim Kristin VanderPas Denny Won Cooley LLP 101 California Street, 5th Floor San Francisco, CA 94111 (415) 693-2000 Approximate date of commencement of proposed sale to the public As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-Accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Aggregate Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee(3) Class A Common Stock, $0.001 par value per share26,795,000$23.00$616,285,000$67,237 (1)Includes 3,495,000 shares of Class A common stock that the underwriters have the option to purchase from the registrant.. (2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. (3)The registrant previously paid this amount in connection with a prior filing of this registration statement. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock and is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms Doximity, the company, we, us, and our in this prospectus refer to Doximity, Inc. and its consolidated subsidiaries. DOXIMITY, INC. Overview We are the leading digital platform for U.S. medical professionals, as measured by the number of U.S. physician members, with over 1.8 million medical professional members as of March 31, 2021. Our members include more than 80% of physicians across all 50 states and every medical specialty. Our mission is to help every physician be more productive and provide better care for their patients. We are physicians-first, putting technology to work for doctors instead of the other way around. That guiding principle has enabled Doximity to become an essential and trusted professional platform for physicians. Our cloud-based platform provides our members with tools specifically built for medical professionals, enabling them to collaborate with their colleagues, securely coordinate patient care, conduct virtual patient visits, stay up-to-date with the latest medical news and research, and manage their careers. Doximity membership is free for physicians. Our revenue-generating customers, primarily pharmaceutical manufacturers and healthcare systems, have access to a suite of commercial solutions that benefit from broad physician usage. Physicians are the key decision makers in healthcare, directing more than 73% of the approximately $4.0 trillion in total U.S. healthcare spend.1 Despite their critical role, physicians face challenges caused by fragmented knowledge bases and antiquated technologies. These challenges inhibit physicians ability to effectively connect with specialists and colleagues, instantaneously access relevant and up-to-date medical information, and efficiently deliver patient care. Cloud-based software has transformed the ability to network, communicate, and work across most industries, but has been slow to address the specific needs of medical professionals. The impact of antiquated technology is real according to a survey conducted on behalf of The Physicians Foundation by Merritt Hawkins, 78% of physicians have experienced feelings of professional burnout, with electronic health record design and interoperability identified as one of the factors they find least satisfying about medical practice.2 Doximity s cloud-based platform puts modern software tools in the hands of physicians and other medical professionals. Our members have come to rely on us to help them efficiently manage their work day. At the core of our platform is the largest medical professional network in the nation, which creates proximity within our community of doctors and hundreds of thousands of other medical professionals. Our verified member profiles digitize the traditional curriculum vitae, highlighting clinical expertise and reflecting the unique training, certifications, research, and employment affiliations that differentiate medical professionals. Our members can search and connect with colleagues and specialists, which allows them to better coordinate patient care and streamline referrals. In addition, they can discover career opportunities unique to their clinical skill sets. Our Doximity app enjoyed a 4.8 5 star rating with over 100,000 reviews in the Apple App Store as of March 31, 2021. We support physicians in an era of information overload, by solving signal-to-noise challenges with our news tools. Our newsfeed addresses the ever increasing sub-specialization of medical expertise and volume of medical 1 Center for Medicare Medicaid Services, including categories of hospital care, physician and clinical services, retail prescription drugs, nursing care facilities continuing care retirement communities, home healthcare, and durable medical equipment. 2 2018 Survey of America's Physicians Practice Patterns and Perspectives, The Physicians Foundation by Merritt Hawkins, September 2018. The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS (Subject to Completion) Issued June 22, 2021 23,300,000 Shares CLASS A COMMON STOCK Doximity, Inc. is offering 19,010,750 shares of its Class A common stock. The selling stockholder identified in this prospectus is offering 4,289,250 shares of Class A common stock. We will not receive any of the proceeds from the sale of shares by the selling stockholder. This is our initial public offering of shares of Class A common stock, and no public market currently exists for our shares. We anticipate that the initial public offering price will be between $20.00 and $23.00 per share. We have applied to list our Class A common stock on the New York Stock Exchange under the symbol DOCS. We have two classes of common stock Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to ten votes and is convertible at any time into one share of Class A common stock. The holders of our outstanding Class B common stock will hold approximately 98.5% of the voting power of our outstanding capital stock following this offering. See Risk Factors Risks Related to This Offering and Ownership of Our Class A Common Stock for additional information. We are an emerging growth company as defined under the federal securities laws. Investing in our Class A common stock involves risks. See Risk Factors beginning on page 18. PRICE $ A SHARE Price to PublicUnderwriting Discounts and Commissions(1) Proceeds to DoximityProceeds to Selling Stockholder Per Share$$$$ Total$$$$ __________________ (1)See Underwriting for a description of the compensation payable to the underwriters. At our request, the underwriters have reserved up to 3,495,000 shares of Class A common stock, or up to 15% of the shares offered by this prospectus, for sale at the initial public offering price through a reserved share program to certain qualifying member physicians in the United States. See the section titled Underwriting Reserved Share Program. We have granted the underwriters the right to purchase up to an additional 3,495,000 shares of Class A common stock solely to cover over-allotments, if any. The Securities and Exchange Commission and state regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of Class A common stock to purchasers on , 2021. MORGAN STANLEYGOLDMAN SACHS CO. LLCJ.P. MORGAN PIPER SANDLERWILLIAM BLAIR CANACCORD GENUITYNEEDHAM COMPANYRAYMOND JAMESSVB LEERINK , 2021 Table of Contents research by delivering news and information that is relevant to each individual physician's patient population, clinical practice, and professional relationships. We support physicians in their day-to-day practice of medicine with mobile-friendly and easy-to-use clinical workflow tools such as voice and video telehealth, secure messaging, and digital faxing. Our focus on clinician-centric product design and productivity has led to high levels of health professional adoption and endorsement. We had over 300,000 unique active providers use our telehealth tools in the quarter ended March 31, 2021. Our business model is designed to both respect and support physicians while driving value for our customers. We monetize our platform today through our Marketing, Hiring, and Telehealth Solutions. Our Marketing Solutions enable our pharmaceutical and health system customers to get the right content, services, and peer connections to the right medical professionals through a variety of modules. We count 20 out of the top 20 pharmaceutical manufacturers and 20 of the top 20 hospitals and health systems in the U.S. News World Report Best Hospitals Honor Roll among our customers. Our Hiring Solutions provide digital recruiting capabilities to health systems and medical recruiting firms. Our Hiring Solutions enable our customers to identify, connect with, and hire from our network of both active and passive potential medical professional candidates, who might otherwise be missed through traditional recruiting channels. In early 2020 we launched our enterprise-level Telehealth Solutions for health systems. Our Telehealth Solutions, which include voice and video dialer, are designed to easily connect patients with care providers. We delivered over 63 million telehealth visits in fiscal 2021. As a result, we have seen rapid adoption of our commercial Telehealth Solutions, with subscription agreements signed with over 150 health systems, including 6 of the top 10 hospitals and health systems in the U.S. News World Report Best Hospitals Honor Roll, as of March 31, 2021. The ecosystem we have created in the medical community benefits from powerful network effects. Medical professional engagement with our platform increases as the breadth and utility of our tools expands, attracting even more members and driving broader and more effective communication and collaboration among healthcare professionals. This also drives greater value for our pharmaceutical and health system customers that seek to interact with specific groups of physicians. In turn, the insights that we gain from increased use of our platform enable us to invest in improving our tools and solutions to meet the changing needs of our members, customers, and the patients that they care for, ultimately creating a win-win-win for all constituents in our ecosystem. Over the past ten years, our member interactions have enabled us to build a vast, interactive data set intelligently combining proprietary information and previously siloed public information. When coupled with our customized algorithms and our team of analysts, engineers, and clinical experts, we believe this gives us unique, unparalleled insight into the specific needs of medical professionals in the United States that would be highly challenging and time consuming for any competitor to replicate. Our subscription-based business model and strong relationships with both pharmaceutical manufacturers and health systems drive highly visible revenue. We do not generate revenue from membership of medical professionals, other than a de minimis amount generated from member subscriptions for Dialer Pro. We are able to grow revenue from existing customers through an effective land and expand strategy, demonstrated by our 153% net revenue retention rate as of March 31, 2021 (see the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations Key Business and Financial Metrics for additional information). Our business model has delivered high revenue growth at scale, while increasing profitability. For the years ended March 31, 2020 and 2021, we recorded revenue of $116.4 million and $206.9 million, respectively, representing a year-over-year growth rate of 78%. Our net income was $29.7 million and $50.2 million for the years ended March 31, 2020 and 2021, respectively. For the years ended March 31, 2020 and 2021, we generated Adjusted EBITDA of $26.6 million and $64.8 million, respectively. We have accomplished this while focusing on our core mission to help every physician be more productive and provide better care for their patients. Table of Contents Industry Background and Challenges U.S. healthcare expenditures were estimated at approximately $4.0 trillion in 2020, and are expected to grow to $6.2 trillion by 2028, according to the Center for Medicare Medicaid Services, or CMS. While healthcare is one of the largest sectors of the U.S. economy, it has been slow to benefit from many of the technology-based improvements that have transformed other industries, presenting physicians, pharmaceutical manufacturers, and health systems with a number of challenges. Challenges for Medical Professionals Fragmented, antiquated systems, and technology that do not work for an increasingly mobile and modern healthcare workplace. Difficulty discovering relevant, high-quality content. Medical professionals need to stay up to date on the latest treatments and research. Medical knowledge growing exponentially, driving deeper sub-specialization and need for coordination of patient care. Lack of HIPAA-compliant communication and workflow tools designed for physicians. Lack of purpose-built digital platforms for professional development. Challenges for Pharmaceutical Manufacturers Declining impact of traditional sales methods, such as in-person sales. Increasing sub-specialization presents cost and access difficulties in educating the relevant physicians about the latest therapies. Lack of targeted, customized marketing solutions. Highly regulated environment requires industry-specific skills. Challenges for Health Systems Lack of effective channels to enhance brand awareness to attract new patient referrals. Traditional recruiting channels are largely offline, manual, and inefficient. Lack of reliable, easy-to-use telehealth solutions, optimized for both physician and patient end-users. Our Market Opportunity We believe our market opportunity is substantial and growing. We estimate our current total addressable market to be approximately $18.5 billion across our platform solutions today. This comprises a $7.3 billion opportunity in U.S. pharmaceutical marketing to medical professionals, a $6.9 billion opportunity in U.S. health system marketing and staffing, and a $4.3 billion opportunity in U.S. software telehealth. Our Value Proposition As the largest professional medical network in the United States, we are in a unique position to provide significant value to both our community of medical professionals, as well as our pharmaceutical manufacturer and health systems customers. For Medical Professionals We are purpose-built for medical professionals. Medicine has always been a networked profession, with generalists and specialists working together to treat patients and advance the field of medicine. Until now, the Table of Contents network of medical professionals that delivers healthcare was constrained by geographic and organizational boundaries. Our platform, with its modern tools, removes those boundaries and puts the power of information technology in the pockets of physicians everywhere. Our products are designed to put physicians first. We build tools that make doctors more informed, more productive, and more effective in their collective mission to treat and heal all of us, the patients. Our network has an extensive reach. This includes over 80% of U.S. physicians, over 50% of U.S. nurse practitioners and physician assistants, and over 90% of graduating U.S. medical students as of March 31, 2021. The scale and breadth of our network provides medical professionals with unique access to their colleagues and peers nationwide. Our content is highly relevant. With the ever increasing sub-specialization of medical expertise, and the acceleration of clinical research, it is critical to deliver news and information that is relevant to an individual physician's area of practice. Our newsfeed is built for medicine, completing clinical and algorithmic analysis of over 200,000 articles per week. We digitize manual workflows. Our platform significantly enhances physician productivity by digitizing workflows that were previously highly manual and inefficient. Our telehealth, secure messaging, e-signature, and digital faxing tools are specifically tailored to physician use cases, and designed to be easily accessible from any web browser or smartphone. We empower professional development. We provide medical professionals with the tools and resources to take control of their careers and develop from medical school through retirement. Our platform connects members to relevant career opportunities, and our Residency Navigator tool and interactive salary map give members unique insights and transparency to make informed decisions and plan their professional goals. We facilitate patients finding the right physicians. Our physician profiles power both the Doctor Finder tool on the U.S. News World Report website and the publicly accessible physician directory on the Doximity website. For Our Customers We enable both pharmaceutical manufacturers and health systems to effectively reach the largest network of medical professionals in the United States with our Marketing, Hiring, and Telehealth Solutions. Pharmaceutical Manufacturers We provide targeted, digital access to America s largest network of physicians. Pharmaceutical manufacturers are able to use Doximity to run highly targeted marketing campaigns in a digital format, maximizing access to important physician audiences and reducing reliance on in-person sales representatives. We cater to sub-specialties. Our platform is able to deliver critical and increasingly specialized knowledge directly to the most relevant physicians in a timely manner. Our solutions and customer success team cater to pharma-specific marketing needs. Our suite of modules has been developed to meet the diverse needs of our pharmaceutical customers. We regularly develop and introduce new modules in response to physician and customer feedback. Health Systems Our Marketing Solutions are highly targeted. Like our pharmaceutical manufacturer customers, health systems are able to use our Marketing Solutions to run highly targeted campaigns to specialized audiences of physicians on our platform. Our Hiring Solutions are highly effective. Health systems and medical recruiting firms are able to use Doximity for critical hiring needs across every specialty in all 50 states. Table of Contents We offer a trusted, reliable Telehealth Solution. Doximity Dialer, or Dialer, was built for physicians, and designed for reliability and ease-of-use with all patient demographics. In a Doximity conducted survey, we found that 83% of physicians say they have better patient connection rates using Dialer compared to other offerings. Our Strengths Our business exhibits a number of key strengths which we believe position us to drive sustained growth. We are the trusted and secure physician-first platform. We have the largest digital network of medical professionals. We benefit from powerful network effects as more members join and interact with our platform. We are deeply embedded in physician workflows and our tools provide physicians with the ability to deliver best-in-class healthcare. We innately understand physician workflows are different from traditional technology workflows. We are strategic to our customers, providing a unique, digital channel to connect with the most valuable professionals in healthcare. Our Growth Strategies Grow the Doximity Network. While we will continue to grow our number of physician members, we are under-penetrated among other types of medical professionals, such as nurse practitioners, and have an opportunity to expand our offering to physical therapists, dentists, psychologists, and many other professions. Continuously improve and innovate on our platform. Improving our existing capabilities, and innovating to add new tools and solutions, will make our platform more valuable to members, helping to attract new members and customers, while increasing the engagement of existing ones. Expand within customers of our solutions. Our existing customers represent a significant opportunity to grow our platform. Attract new customers. We have an opportunity to engage additional pharmaceutical manufacturers and health systems as we raise awareness of our offerings through our sales and marketing efforts, and as we expand our offerings. Further monetize our Telehealth Solutions. We have only just begun to roll out our solution to health system customers and have significant whitespace ahead of us. Grow our patient-facing tools. We see opportunities to expand our offerings to patients in the future, including direct access to our network and tools, such as allowing patients to use Doximity to message physicians confidentially and securely about their health. Consider strategic acquisitions to expand our platform capabilities. We will continue to evaluate and execute strategic acquisitions and partnerships to accelerate our product roadmap. Our People, Culture and Values We prioritize diversity and inclusion, and regularly track our progress against quantifiable goals. We and certain of our employees also volunteer time with a number of charity initiatives, including the Dox Foundation, which was formed by our Chief Executive Officer and his family. The Dox Foundation s work includes helping clinicians reach underserved communities by funding flights for medical mission trips and providing grants Table of Contents to applicants. Applicants have traveled to Uganda, Cambodia, India, Myanmar, and the West Indies to provide services as diverse as cleft lip and palate surgery, orthopedic surgery education, and nursing education at a children s hospital. Risk Factors Summary Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled Risk Factors. These risks include, but are not limited to, the following If we fail to effectively manage our growth, we may be unable to execute our business plan, adequately address competitive challenges or maintain our corporate culture, and our business, financial condition, and results of operations could be harmed We have a limited operating history, which makes it difficult to evaluate our current business and future prospects and to predict our future operating results, and therefore increases the risk of investment If we fail to retain existing members or add new members, our revenue, operating results, financial condition, and business may be significantly harmed If we do not continue to attract new customers, or if existing customers do not renew their subscriptions, renew on less favorable terms, or fail to purchase additional solutions, it could have a material adverse effect on our business, financial condition, and results of operations Our revenue is relatively concentrated within a small number of key customers, and the loss of one or more of such key customers could slow the growth rate of our revenue or cause our revenue to decline We expect to face increasing competition in the market for our solutions The COVID-19 pandemic and any other future pandemic, epidemic, or outbreak of an infectious disease may adversely affect our business, financial condition, and results of operations If we are not able to maintain and enhance our reputation and brand recognition, our business, financial conditions, and results of operations will be harmed Putting our members first may adversely impact our financial results We depend on our talent to grow and operate our business, and if we are unable to hire, integrate, develop, motivate, and retain our personnel, we may not be able to grow effectively Failure to maintain, protect, or enforce our intellectual property rights could harm our business and results of operations and The dual class structure of our common stock will have the effect of concentrating voting control with our executive officers (including our Chief Executive Officer) and directors and their affiliates this will limit or preclude your ability to influence corporate matters. If we are unable to adequately address these and other risks we face, our business, results of operations, financial condition and prospects may be harmed. Channels for Disclosure of Information Following the completion of this offering, we intend to announce material information to the public through filings with the SEC, the investor relations page on our website (www.doximity.com), blog posts on our website, press releases, public conference calls, webcasts, our twitter feed ( Doximity), our Facebook page, and our LinkedIn page. Table of Contents The information disclosed by the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website. Information contained on or accessible through our website is not incorporated by reference into this prospectus, and inclusion of our website address in this prospectus is an inactive textual reference only. You should not consider information contained on our website to be part of this prospectus or in deciding whether to purchase shares of our Class A common stock. Corporate and Other Information We were incorporated in Delaware in April 2010 under the name 3MD Communications, Inc. In June 2010, we changed our name to Doximity, Inc. Our principal executive offices are located at 500 3rd St., Suite 510, San Francisco, CA 94107, and our telephone number is (650) 549-4330. Our website address is www.doximity.com. Information contained on or that can be accessed through our website does not constitute part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only. Doximity is our registered trademark in the United States We have additional registered trademarks in the United States and Doximity and an additional registered trademark Docnews in certain other non-U.S. jurisdictions. Other trademarks and trade names referred to in this prospectus are the property of their respective owners. Implications of Being an Emerging Growth Company The Jumpstart Our Business Startups Act, or the JOBS Act, was enacted in April 2012 with the intention of encouraging capital formation in the United States and reducing the regulatory burden on newly public companies that qualify as emerging growth companies. We are an emerging growth company within the meaning of the JOBS Act. As an emerging growth company, we may take advantage of certain exemptions from various public reporting requirements, including not being required to have our internal control over financial reporting be audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, certain reduced disclosure requirements related to the disclosure of executive compensation in this prospectus and in our periodic reports and proxy statements and exemptions from the requirement that we hold a nonbinding advisory vote on executive compensation and any golden parachute payments. We may take advantage of these exemptions until we are no longer an emerging growth company. In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. Accordingly, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We will remain an emerging growth company until the earliest to occur of (i) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue (ii) the date we qualify as a large accelerated filer, with at least $700 million of equity securities held by non-affiliates (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities, and (iv) the last day of the fiscal year ending after the fifth anniversary of the completion of this offering. For certain risks related to our status as an emerging growth company, see the section titled Risk Factors Risks Related to Our Business We are an emerging growth company and our compliance with the reduced reporting and disclosure requirements applicable to emerging growth companies may make our Class A common stock less attractive to investors. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/DOUG_douglas_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/DOUG_douglas_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f561e0b4c331b61958b91e3be160f0fae4372a3c
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/DOUG_douglas_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights selected information contained elsewhere in this prospectus relating to the distribution by Vector to holders of its common stock (including Vector common stock underlying outstanding stock option awards and restricted stock awards) of all of the outstanding shares of Douglas Elliman Inc. The information contained in this summary may not include all the information that is important to you. To understand fully and for a more complete description of the terms and conditions of the Distribution, you should read this entire prospectus in its entirety carefully, including the discussion under the heading Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations, and the consolidated financial statements and related notes thereto contained elsewhere in this prospectus. This prospectus includes forward looking-statements that involve risks and uncertainties. See Cautionary Note Regarding Forward-Looking Statements for more information. Unless the context otherwise requires, all references to we, us, our, Spinco, Douglas Elliman or the Company refer to Douglas Elliman Inc., together with its direct and indirect subsidiaries. Where we describe in this prospectus our business activities, we do so as if the transfer of the real estate services and property technology ( PropTech ) investment business currently owned and operated by Vector through its subsidiary New Valley LLC ( New Valley ) to Spinco and the capitalization of Spinco with approximately $200 million in cash and cash equivalents, net of each of the current and long-term portion of Notes payable and other obligations, which we refer to in this prospectus as net cash and cash equivalents, has already occurred. Overview With a leading luxury brand and a comprehensive suite of technology-enabled real estate services and investments, Spinco is well positioned to capitalize on opportunities in the large and growing U.S. residential real estate market. Since the beginning of 2020, U.S. homeowner equity has grown 17.6% to $23.6 trillion. Further, new and existing home sales in the U.S. are forecast to grow to approximately 7.4 million units in 2022, compared to approximately 6.9 million, 6.5 million and 6.0 million units in 2021, 2020 and 2019, respectively, according to the Mortgage Bankers Association MBA Mortgage Finance Forecast. We believe increased homeowner equity and growth in home sales are benefiting from several factors, including low mortgage interest rates, historically low inventory, and increased mobility resulting from the novel coronavirus pandemic ( COVID-19 ). This expanding market presents opportunities for significant commission income with national commission rates averaging approximately 5.8% as of September 30, 2021, according to HomeLight, while our actual commission rates have ranged between 5.27% in 2017 and 4.93% in 2020 due to our sales mix, which consists of higher-priced homes. Despite various agentless models such as iBuying, approximately 88% of buyers purchased their home through a real estate agent or broker and 89% of sellers were assisted by a real estate agent when selling their home, according to the National Real Estate Association ( NAR ), highlighting the central role agents continue to play in real estate transactions. Agents are able to generate significant repeat business from clients and referrals, with 67% of home sellers and 60% of home buyers in 2020 choosing to work with an agent they had used in the past or through a referral, according to NAR. Repeat business, as well the ability to provide ancillary services, allows agents to extend their client relationships and generate significant lifetime value. Since its inception in 1911, Douglas Elliman has challenged the status quo of the real estate industry. The company was founded on Douglas L. Elliman s vision that New Yorkers would shift their preference for traditional homes to favor luxury apartments that were both sold and managed by comprehensive real estate companies. More than a century later, the Douglas Elliman brand is still associated with service, luxury and forward thinking our markets are primarily international finance and technology hubs that are densely populated and offer housing inventory at premium price points. The average transaction value of a home we sold in the nine months ended September 30, 2021 was approximately $1.60 million significantly higher than our Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not distribute these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED DECEMBER 10, 2021 PRELIMINARY PROSPECTUS 77,720,631 Shares Douglas Elliman Inc. Common Stock This prospectus is being furnished in connection with the distribution by Vector Group Ltd. ( Vector ) to holders of its common stock (including Vector common stock underlying outstanding stock option awards and restricted stock awards) of all of the outstanding shares of Douglas Elliman Inc. (collectively, we, us, our, Spinco, Douglas Elliman, or the Company ) common stock. Prior to such distribution, we will enter into a series of transactions with Vector pursuant to which we will own the real estate services and property technology ( PropTech ) investment business currently owned and operated by Vector through its subsidiary New Valley LLC ( New Valley ), and will be capitalized with approximately $200 million in net cash and cash equivalents (as defined herein), as described in this prospectus. Shares of our common stock will be distributed to holders of Vector common stock (including Vector common stock underlying outstanding stock option awards and restricted stock awards) of record as of the close of business, New York City time, on December 20, 2021, which will be the record date. Each such holder will receive one share of our common stock for every two shares of Vector common stock held or underlying an outstanding equity award on the record date. We refer to this distribution of securities as the Distribution. The Distribution will be effective at 11:59 p.m., New York City time, on December 29, 2021. For Vector stockholders who own common stock in registered form and for holders of outstanding Vector stock option awards and restricted stock awards, in most cases the transfer and distribution agent will credit their shares of Spinco common stock to their book entry accounts. Our transfer and distribution agent will send these stockholders a statement reflecting their Spinco common stock ownership shortly after December 29, 2021. For stockholders who own Vector common stock through a broker or other nominee, their shares of Spinco common stock will be credited to their accounts by the broker or other nominee. Stockholders will receive a cash payment in lieu of fractional shares, which generally will be taxable. See The Distribution Material U.S. Federal Income Tax Consequences of the Distribution. No stockholder approval of the Distribution is required or sought. We are not asking you for a proxy and you are requested not to send us a proxy. Vector stockholders will not be required to pay for the shares of our common stock to be received by them in the Distribution, or to surrender or to exchange their shares of Vector common stock in order to receive our common stock, or to take any other action in connection with the Distribution. There is currently no trading market for our common stock. Our common stock has been authorized for listing on the New York Stock Exchange (the NYSE ) under the symbol DOUG . IN REVIEWING THIS PROSPECTUS, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DESCRIBED UNDER THE CAPTION RISK FACTORS BEGINNING ON PAGE 30 OF THIS PROSPECTUS. WE ARE AN EMERGING GROWTH COMPANY AS DEFINED IN THE JUMPSTART OUR BUSINESS STARTUPS ACT OF 2012. REFER TO RISK FACTORS RISKS RELATING TO THE DISTRIBUTION THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO US AS AN EMERGING GROWTH COMPANY MAY MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS AND BUSINESS EMERGING GROWTH COMPANY STATUS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. Stockholders of Vector with inquiries related to the Distribution should contact Vector s transfer and distribution agent, American Stock Transfer & Trust Company, at (800) 937-5449. The date of this prospectus is December , 2021. Table of Contents principal competitors. Douglas Elliman is one of the largest residential brokerage companies in the New York metropolitan area, which includes New York City, Long Island, Westchester and the Hamptons, and the sixth largest in the U.S. We also operate leading property management, title and escrow companies, among other ancillary services. Today, we are building on our record of innovation. Douglas Elliman is focused on digitizing, integrating and simplifying real estate activities for agents and elevating their clients experiences. We are bringing innovative, technology-driven PropTech solutions to Douglas Elliman by adopting new PropTech solutions for agents and their clients and also investing in select PropTech opportunities through New Valley Ventures LLC, which we refer to as New Valley Ventures. Our model is to source and use best-of-breed products and services that we believe will increase our efficiency. In addition to entering into business relationships with PropTech companies, as described further below, we are committed to creating over time a portfolio of PropTech companies that, through our business and investment relationship, have access to our agents and their clients, as well as our know-how and experience, to grow their own businesses, while benefiting our operations. This keeps Douglas Elliman and our agents on the cutting edge of the industry with new solutions and services that can be integrated into our technology foundation, while also remaining asset-light. Furthermore, we maintain upside potential in the success of our PropTech partners in which we invest through minority stakes in their capital structures. We have a track record of generating profitable growth. For the year ended December 31, 2020, despite the unprecedented impact of the COVID-19 pandemic on many of our markets, we had total revenues of $774.0 million, a net loss of $46.4 million and Adjusted EBITDA of $22.1 million. Our management responded to the profound impact of the COVID-19 pandemic by adjusting Douglas Elliman s expense structure and introducing additional technology to improve the efficiency of our agents. Consequently, as markets reopened and vaccinations for COVID-19 became available, Douglas Elliman s business rapidly improved and, for the twelve months ended September 30, 2021, our revenues were $1.29 billion, our net income was $92.7 million and our Adjusted EBITDA was $106.2 million. For the nine months ended September 30, 2021, our revenues were $1.02 billion, representing a 101% increase from the prior year period, and for the three months ended September 30, 2021, our revenues were $354.2 million, on track for our highest yearly revenue ever. We are experiencing strong momentum in many of our markets and we believe we are well positioned to continue capitalizing on the attractive market opportunity. Douglas Elliman s gross transaction value increased from $29.1 billion for the year ended December 31, 2020 to $47.7 billion for the twelve months ended September 30, 2021. The number of Douglas Elliman agents who are either leaders of their respective agent teams or individual agents operating independently on our platform ( Principal Agents ) was 5,246 as of September 30, 2021, an increase from 4,996 as of December 31, 2020. See Management s Discussion and Analysis of Financial Condition and Results of Operations Key Business Metrics and Non-GAAP Financial Measures for information regarding our non-GAAP financial measures and reconciliations to the most comparable GAAP measures. We believe our comprehensive suite of real estate solutions, our industry-leading brand name, and our talented team of employees and agents set us apart in the industry. We will pursue profitable growth opportunities through the expansion of our footprint, investments in cutting-edge PropTech companies through New Valley Ventures, continued recruitment of best-in-class talent, acquisitions (acqui-hires), and operational efficiencies. We will employ a disciplined capital allocation strategy aimed at generating sustainable long-term value for our stockholders. Our Company We are presently a subsidiary of Vector, a Delaware corporation engaged principally in the tobacco and real estate businesses. On November 8, 2021, Vector announced its plans to separate into two public companies, Vector and Spinco. The transaction, expected to be structured as a distribution of the Spinco business to the Table of Contents 4400 BISCAYNE BOULEVARD MIAMI, FLORIDA 33137 December , 2021 Dear Stockholder: I am pleased to report that the previously announced spin-off by Vector Group Ltd., which we refer to as Vector, of all of the outstanding shares of common stock of its Douglas Elliman Inc. subsidiary is expected to become effective on December 29, 2021. Douglas Elliman Inc., a Delaware corporation, which we refer to as Spinco, will become a public company on that date and will own the real estate services and property technology ( PropTech ) investment business currently owned and operated by Vector through its subsidiary New Valley LLC, and will be capitalized with approximately $200 million in net cash and cash equivalents (as defined herein), as described in this prospectus. Spinco s common stock has been approved and is expected to be listed on the New York Stock Exchange, which we refer to as the NYSE, under the symbol DOUG . Holders of record of Vector s common stock (including Vector common stock underlying outstanding stock option awards and restricted stock awards) as of the close of business, New York City time, on December 20, 2021, which will be the record date, will receive one share of Spinco common stock for every two shares of Vector s common stock held. No action is required on your part to receive your Spinco shares. You will not be required either to pay anything for the new shares or to surrender any shares of Vector stock. No fractional shares of Spinco stock will be issued. If you otherwise would be entitled to a fractional share you will receive a check for the cash value thereof, which generally will be taxable to you. Vector expects to obtain an opinion from Sullivan & Cromwell LLP substantially to the effect that, among other things, the distribution of Spinco common stock to the holders of Vector common stock will qualify as a tax-free distribution for U.S. federal income tax purposes. The enclosed prospectus describes the distribution of shares of Spinco stock and contains important information about Spinco, including financial statements. I suggest that you read it carefully. If you have any questions regarding the Distribution, please contact Vector s transfer and distribution agent, American Stock Transfer & Trust Company, at (800) 937-5449. Sincerely, Howard M. Lorber President and Chief Executive Officer Table of Contents stockholders of Vector, is expected to qualify as a tax-free distribution for U.S. federal income tax purposes for Vector and its stockholders with respect to Spinco stock that is distributed with respect to the stock of Vector. Upon conclusion of the spin-off, Spinco will be headquartered in Miami, Florida. Real Estate Services Large residential brokerage company with a recognized luxury brand. Douglas Elliman is one of the largest residential brokerage companies in the New York metropolitan area, which includes New York City, Long Island, Westchester and the Hamptons, and the sixth largest in the U.S. Douglas Elliman has approximately 100 offices with approximately 6,600 real estate agents in the New York metropolitan area, as well as in Florida, California, Connecticut, Massachusetts, Colorado, New Jersey, and Texas. The Douglas Elliman name is synonymous with luxury. In August 2021, Douglas Elliman increased its ownership in Real Estate Associates of Houston LLC (d/b/a Douglas Elliman Real Estate Texas, which we refer to as Douglas Elliman Texas ) from 1% to 50% and is fully integrating the Texas business with the rest of our operations. We believe that the Texas market will be complementary to Douglas Elliman s markets as several of its major cities are densely populated international finance and technology hubs with premium-priced housing inventory. Texas continues to be a top destination for many different demographics from across the country, which has supported the housing market and the number of real estate transactions in the state. According to the Texas Real Estate Research Center at Texas A&M University, the Texas median home price reached a record-breaking $305,400 in August 2021, up 16.8% year-over-year. Texas average days on market ( DOM ) fell to a record-breaking 27 days, according to the same report, indicating strong demand. Prominent new development sales and marketing firm. Douglas Elliman s Development Marketing ( DEDM ) division distinguishes our positioning and reputation in the luxury real estate segment. DEDM is sought after by well-known real estate developers as it offers expertise in sales, leasing, and marketing for new developments throughout key markets in the United States and internationally. Drawing upon decades of experience and market-specific knowledge, DEDM offers a multidisciplinary approach that includes comprehensive in-house research, planning and design, marketing and sales. The firm ranks among New York City s most prominent sales and marketing firms, with approximately 75 in-house development professionals. Through a strategic global alliance with Knight Frank Residential, the world s largest privately-owned property consultancy, DEDM markets properties to international audiences. We employ a hybrid broker model where our traditional residential real estate agents work in tandem with our DEDM professionals and leverage their extensive industry relationships for the benefit of DEDM clients. Agents are able to market and sell high profile developments that enhance their brands and provide additional revenue commission potential. We believe this model provides a competitive advantage to our DEDM business while also increasing the attractiveness of the Douglas Elliman platform to current and prospective agents. Premium residential property management business. Douglas Elliman is also engaged in the management of cooperative, condominium and rental apartment buildings though its subsidiary, Residential Management Group, LLC, which conducts business as Douglas Elliman Property Management. Residential Management Group provides a full range of fee-based management services for approximately 360 properties representing approximately 56,500 units in New York City, Nassau County, Long Island City and Westchester County. Full-service title insurance business. Douglas Elliman is also engaged in the provision of title insurance services through its subsidiary DE Title Services. DE Title Services acts in the capacity of a title insurance agent and sells title insurance to property buyers and mortgage lenders. DE Title Services is licensed as a title insurance agent in New York. In addition to DE Title Services, in June 2021, we acquired a 50% interest in Partners Land Services LLC, a newly-formed entity, which will be engaged in the provision of title insurance services in Florida. Douglas Elliman is actively exploring similar ventures in other of its real estate markets. Table of Contents Leading provider of escrow services. In November 2020, Douglas Elliman acquired Portfolio Escrow, an escrow company that is a leader in the California escrow market. After execution of a home purchase contract, purchase funds are deposited by the buyer into a Portfolio Escrow trust account. After all parties agree that all contingencies of the sale contract have been satisfied, Portfolio Escrow delivers all pertinent documents for recording to the appropriate county clerk s office, then releases funds to the seller and any other agreed-upon entity. Portfolio Escrow, as an escrow holder, is paid a fee equal to a percentage of the sales price. Provider of mortgage services. In April 2021, we acquired a 50% interest in Biscayne Mortgage LLC, which conducts business as Clear Path Mortgage. Clear Path Mortgage will originate mortgage loans, including both purchase and refinancing transactions, to be sold in the market to mortgage companies and the governmental-sponsored enterprises. Clear Path Mortgage will originate and market its mortgage lending services to real estate agents across Douglas Elliman s Florida market as well as a broad consumer audience. PropTech Solutions Supporting Real Estate Services Our general approach to PropTech solutions is to leverage best-of-breed, proven legacy technologies while also selectively partnering with early-stage, disruptive PropTech companies to support our real estate brokerage and services operations. This strategy gives our stakeholders, including our agents, their clients and our management team, access to fast-changing and industry-leading technology. Hiring technology talent to develop new products inside of a large company such as Douglas Elliman is costly, takes longer to bring new technology to market, rarely generates the most cutting-edge solutions, and then limits the value of the emerging product to the company s own usage. Instead, we believe technology innovation is best fostered in smaller, purpose-built PropTech companies. We operate an open architecture technology infrastructure that allows for a plug and play environment where new features and functionality can be quickly added for the benefit of our agents and their clients. This ensures our technology remains state-of-the-art, vendor optionality is maintained, and our costs are minimized. Examples of our PropTech platform for Douglas Elliman s agents and their clients are summarized below. MyDouglas portal supports our agents in managing their business anytime, anywhere and on any device. Our MyDouglas agent portal is built on a native cloud SaaS technology foundation that is designed to rapidly adjust and incorporate new innovative solutions. The user-friendly portal incorporates automated and simplified workflows for agent interactions, expansive data-rich dashboards and reports backed by artificial intelligence and integrated data assets. The technology is completely plug and play enabled, which supports our ability to quickly adjust our solutions in concert with the digital transformation happening in PropTech today. Components of our MyDouglas solution include integrated customer relationship management, email marketing, marketing content creation and management, transaction management, video creation and virtual tours, comparative market analysis, home valuation tools, listing analytics, digital ad campaigns, open house management, new development sales and digital marketing, artificial intelligence ( AI ), predictive analytics and more. Elliman Everywhere offers robust virtual and mobile resources. Our Elliman Everywhere effort seeks to provide agents with the robust virtual and mobile resources they desire and will need to transact business from anywhere in the world, including markets where we do not have offices. This cloud-based agent portal includes workflow processing, a commission system, customer acquisition tools, an Innovation Lab and more, enhancing the agent experience and agents efficiency. MyLearning provides our agents and employees with additional development and growth opportunities. Our recently integrated MyLearning platform enables Douglas Elliman agents and employees to access and participate in live and recorded on-demand training sessions directed at various experience levels and subjects, including professional development, entrepreneurialism, business writing, public speaking and marketing. Table of Contents Elliman Essentials provides agents and employees with enhanced vendor access. Elliman Essentials provides a curated list of offerings from preferred vendors that Douglas Elliman s approximately 6,600 agents and 775 employees access to source products, services and experiences in order to enhance business practices and purchase closing gifts for customers. Elliman Essentials can be accessed on our intranet portal, MyDouglas. Currently integrating a new client and customer lifetime concierge solution. We are incorporating seasoned third-party products into a new white-glove homeowners engagement solution that provides access to services such as insurance, moving, telecommunications, utilities, solar, home security and home services to facilitate all of clients and customers moving and home management needs. This fully automated, contextual, end-to-end homeowner engagement platform includes more than 40 direct partnerships and integrations across multiple industries. It will leverage PropTech startups such as MoveEasy, Humming Homes, Fyxify and more. Table of Contents Table of Contents PropTech Investments In addition to leveraging PropTech solutions to support our real estate brokerage and services operations, we believe that by investing in early-stage PropTech companies, Douglas Elliman can gain differentiated access to innovative PropTech services while benefiting from the expected growth and valuations of these firms without the need to build or fully acquire them. We believe investing in these PropTech companies and investment funds enables us to establish relationships with these companies (and funds portfolio companies) to seek preferred terms, become an early adopter of emerging technologies and achieve greater product integration with our users and IT systems. At the same time, we are actively seeking to capitalize on our unique real estate knowledge and experience by investing in PropTech companies that will both supplement and enhance the technology-based experience of Douglas Elliman s agents and the general real estate industry as well as improve our operating efficiency. For example, the foundation for our agent communications platform and customer relationship management system was developed in consultation with one of our PropTech investee companies. We believe that these investments will provide us with unique access to cutting-edge and industry-leading technology, providing us with valuable technology systems to improve the efficiency of Douglas Elliman s businesses while also capturing some of the value created by the combination of our expertise in the real estate industry and the PropTech companies with which we partner. As of September 30, 2021, New Valley Ventures has investments (at a carrying value) of approximately $7.1 million in PropTech companies. This amounts to approximately 1% of the value of Douglas Elliman s total assets, which totaled approximately $534 million, as of September 30, 2021. As of September 30, 2021 our PropTech investments include: Rechat: a lead-to-close fully-mobile technology dashboard for real estate agents including marketing, customer relationship management and transaction-management software. Douglas Elliman has a multi-year services agreement with Rechat for its agents, who are increasingly requesting and requiring superior access to technology and back-office support services. The Rechat technology is a key element of MyDouglas, Douglas Elliman s primary agent portal designed to be our agents technology front door, and StudioPro, the cloud-based agent portal and marketing tool recently launched by Douglas Elliman that helps integrate all agent resources in one user-friendly suite. Purlin: an automated intelligence platform to aid in home buying, an agent paid social media integration in MyDouglas and Portfolio Escrow client and agent portals that also integrate with MyDouglas. Humming Homes: a tech-enabled home management service that is creating a new category of end-to-end home management. It has built a solution for single-family homeowners with a digital-first experience, offering a dedicated in-person home management team with a single point of contact and 24/7 support. The service employs data and insights to avoid reactive and expensive home maintenance issues. The investment will complement Douglas Elliman s business in the Hamptons and align Humming Homes geographical growth with Douglas Elliman s footprint in locations such as Aspen, Florida and Southern California. MoveEasy: a client- and customer-facing digital concierge service designed to assist clients and customers moving into and setting up their new homes, while offering additional services to maintain their homes. In partnership with residential real estate brokerages, MoveEasy is delivered in a white-labeled format that features the name and contact information of the selling agent. Fyxify: a tech-enabled platform that utilizes direct scheduling and operating technology to avoid the inefficiencies of home repairs (for example: calling around, mystery repair costs and wasting time). EVPassport: an entity that offers complete electronic vehicle charging solutions including hardware and software. Table of Contents Bilt: a leading loyalty program and co-branded credit card for renters to earn points on their rent payments. Douglas Elliman has joined the Bilt Rewards Alliance, a network of more than 2 million rental units across the country where renters can enroll in the loyalty program to earn points on rent paid. This platform enhances Douglas Elliman s suite of offerings for both the renters and landlords it represents. Persefoni AI: a software-as-a-service ( SaaS ) platform built to enable enterprises of all sizes to accurately, dynamically, and regularly measure their carbon footprint across all operations. The Lab PropTech Fund: a fund advised or managed by a Miami-based firm that aims to invest in emerging technologies with a focus on residential real estate and construction services. MetaProp Venture Capital Fund: a fund advised or managed by a New York-based venture capital firm. This investment provides New Valley Ventures with exposure to opportunities in the emerging PropTech industry. Camber Creek Venture Capital Funds: two funds that invest in a diversified pipeline of new PropTech ventures. Camber Creek s portfolio includes Notarize, a digitized notary service, and Curbio, a renovation firm designed to increase a property s selling price. Other than the four private funds listed above in which New Valley Ventures invests as a limited partner, all of these companies currently provide technology or services to Douglas Elliman. To date, the Company has not recognized revenue from these investments and does not anticipate recognizing revenue from these non-controlling PropTech investments. However, the Company targets earning an attractive rate of return from the capital appreciation of its PropTech investments. Our Competitive Strengths Leading luxury brand with a strong presence in markets where we have brand recognition and brand equity. We have a presence in most major U.S. luxury real estate markets, including New York, Florida, California, Texas, Colorado and others. Further, we have established a reputation for luxury and trust, which we believe has differentiated our brand from those of our peers. To build on this established brand presence, Douglas Elliman produces owned content and generates earned media regarding a range of relevant topics including brand initiatives, exclusive listings, new development projects and closed deals that resonate with our clients and contribute to a strong share of voice across all major markets in which we operate, as compared to our principal real estate competitors, and enhances the professional credibility of agents and executives whose thought leadership is often sought by major global media outlets. Experienced team of talented agents and employees. The residential real estate business is built upon personal relationships, and we have long believed Douglas Elliman s team of approximately 775 employees and approximately 6,600 agents (including 5,246 Principal Agents) as of September 30, 2021 distinguishes us from other residential real estate brokerage firms. Forbes recognized Douglas Elliman in its 2021 list of America s best large employers. Leading new development marketing platform. DEDM offers leading expertise in sales, leasing, and marketing for new developments in New York City, Long Island, the Hamptons, New Jersey, South Florida, California, Massachusetts and Texas, as well as throughout the United States and internationally. We believe Douglas Elliman s hybrid platform of involving both experienced new development experts and skilled brokerage professionals provides highly differentiated expertise and real-time market intelligence to its clients. Technology that we believe is industry-leading and supports recruitment and retention of agents. We provide our agents with what we believe is the most advanced set of digital- and mobile-enabled tools and resources in Table of Contents the residential brokerage industry, including: cloud-based agent portal, workflow processing, commission system, customer acquisition tools, Innovation Lab, customer relationship management ( CRM ) and marketing tools. These tools are designed to support agent productivity, earnings potential and satisfaction and we believe they enhance our efforts to recruit and retain high-performing agents. Growth Strategy Expand our footprint into adjoining markets. We aim to build on our leadership position in the New York metropolitan area, including New York City, Long Island, Westchester and the Hamptons, while entering and expanding in adjoining markets as well as key markets in Florida, California, Colorado and Texas, where the Elliman brand has strong awareness and brand equity. Continue executing on DEDM growth strategy. Our hybrid DEDM platform matches experienced new development experts with skilled brokerage professionals to provide differentiated expertise and real time market intelligence to DEDM s developer clients. We believe there is a clear path to growth, both as a result of recovery from COVID-19 and also through expansion into new markets (e.g., Texas). Provide ancillary services to enhance the client experience and drive growth. We are seeking, through investment and acquisition, to expand and optimize our ancillary real estate services that allow our agents and our other businesses to enhance the client experience and drive growth in revenues and earnings. These services include escrow, title, mortgage finance, property management, notary, staging, renovation, security, moving, capital fundraising for developers, and more. We expect technology to be a key differentiator as we grow our ancillary services businesses, in terms of adoption by our agents, delivery to their clients and disruption of traditional business models not yet transformed by technology. Invest in compelling PropTech opportunities that facilitate our growth and competitive differentiation. Our goal is to create over time a portfolio of PropTech companies in which we are invested and also leverage their technology for the benefit of our agents and their clients. We believe that investing strategically in disruptive, early-stage PropTech companies equips Spinco stakeholders with early and differentiated access to new technology built in entrepreneurial environments, while enabling PropTech investee companies to access our know-how and experience through our commercial relationships in order to grow their own businesses. Concurrently, we believe investing in these PropTech companies enables us to establish relationships with these companies to seek preferred terms, become an early adopter of emerging technologies and achieve greater product integration with our users and IT systems, which enhances our competitive differentiation with agents and their clients. Furthermore, we maintain upside potential in the success of our PropTech partners in which we invest through minority stakes in their capital structures. Continue to recruit best-in-class agents. Our recognized brand, combined with DEDM and the PropTech resources provided to our agents, support our ability to recruit experienced, high-performing agents. Leveraging regional recruiting teams, along with CRM and other necessary technology support, we will seek to continue recruiting best-in-class talent at all levels. Relentlessly pursue operational efficiencies. We have an ongoing, firm-wide focus on expense control, operational efficiency and profitability. Beginning in the second quarter of 2020, we began significant expense reduction initiatives at Douglas Elliman, which continue today. Maintain a disciplined capital allocation framework to create value for our stockholders. We are profitable and generate significant operating cash flow which provides financial flexibility with respect to investments for growth and return of capital to shareholders. We will seek to deploy a significant portion of our operating cash flow to fund growth opportunities to create stockholder value, such as PropTech investments, recruiting efforts, Table of Contents acquisitions (acqui-hires), and we also contemplate paying a quarterly dividend, initially $0.05 per share of our common stock, subject to approval by our Board of Directors, as described under Dividend Policy on page 67. COVID-19 Pandemic The COVID-19 pandemic continues to evolve and disrupt normal activities in many segments of the U.S. economy even as COVID-19 vaccines have been and continue to be administered. Many uncertainties continue to surround the pandemic, including risks associated with the timing and extent of vaccine administration and the impact of COVID-19 variants, the duration of the pandemic and the length of immunity. During the nine months ended September 30, 2021, we believe sustained high levels of demand in the markets in which we operate have been supported by beneficial consumer trends such as relaxation of social distancing measures and office re-openings coupled with further adoption of remote work trends, which we believe enhance consumers propensity to relocate to attractive tax and weather destinations, coupled with a favorable mortgage rate environment. In addition, continued high demand and low housing inventory levels in the markets in which we operate have driven increased average home prices throughout such markets in 2021, and we believe limited inventory contributed to the decline in our gross transaction volume from the second quarter to the third quarter. Nonetheless, we anticipate that our markets, and in particular, New York City, will continue to improve from 2020 levels for the remainder of 2021 and into 2022, with average existing home prices increasing and existing home transaction growth remaining strong. The circumstances around the potential impact of the COVID-19 pandemic on our business remain fluid, and we continue to actively monitor the impact of the pandemic, including risks associated with the timing and extent of vaccine administration and the impact of COVID-19 variants, the duration of the pandemic and how long immunity lasts. Based on the most recent data, the emergence of the COVID-19 Delta variant has not impacted the key U.S. markets Douglas Elliman serves. Nevertheless, we are unable to predict the ultimate impact of the COVID-19 pandemic and related macroeconomic trends (including, in particular, relaxation of social distancing measures and office re-openings coupled with further adoption of remote work trends) or other factors resulting therefrom on our future financial condition, results of operations and cash flows. See Risk Factors Risks Associated with Our Real Estate Services Business We are impacted by the performance of the real estate market in the New York metropolitan area, which has been adversely impacted by COVID-19 and Management s Discussion and Analysis of Financial Condition and Results of Operations COVID-19 Pandemic and Current Business and Industry Trends for additional information. Company Information We are a Delaware corporation with our principal executive offices at 4400 Biscayne Boulevard, Miami, Florida 33137. Our telephone number is (305) 579-8000 and our website is www.elliman.com. The information contained in or accessible through our website is not part of this prospectus or the registration statement of which this prospectus forms a part. Spinco is a holding company and conducts substantially all of its operations through its subsidiaries. Spinco was incorporated on August 13, 2021 and is a direct, wholly owned subsidiary of New Valley LLC, which in turn is a direct, wholly owned subsidiary of Vector. Vector s board of directors approved the Distribution on December 10, 2021. Prior to the Distribution, Spinco will acquire DER Holdings LLC, New Valley Ventures LLC, NV Mortgage LLC and NV Title LLC, which are the subsidiaries of Vector that own, directly and indirectly, the subsidiaries, businesses and other assets described in this prospectus. In addition, Vector will capitalize Spinco with approximately $200 million in net cash and cash equivalents immediately prior to the Distribution. Where we describe in this prospectus our business activities, we do so as if these transfers have already occurred. Our common stock has been authorized for listing on the NYSE under the symbol DOUG . Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/DSP_viant_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/DSP_viant_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/DSP_viant_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/EEIQ_epicquest_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/EEIQ_epicquest_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/EEIQ_epicquest_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/ELTX_elicio_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/ELTX_elicio_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4041dd455c611aed0687577c14a2c94feb336251
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/ELTX_elicio_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information you should consider before investing in our common stock. You should read this prospectus carefully, especially the risks set forth under the heading "Risk Factors" and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. References in this prospectus, unless the context otherwise requires, to "Angion," "our company," "we," "us" and "our" and other similar references refer to Angion Biomedica Corp. Overview We are a late-stage biopharmaceutical company focused on the discovery, development and commercialization of novel small molecule therapeutics to address acute organ injuries and fibrotic diseases. Our goal is to transform the treatment paradigm for patients suffering from these potentially life-threatening conditions for which there are no approved medicines or where existing approved medicines have limitations. Our lead product candidate, ANG-3777, is a hepatocyte growth factor (HGF) mimetic that we are currently evaluating in multiple acute organ injuries and related indications, including acute kidney injury (AKI) and injuries to other major organs, such as the lungs, central nervous system (CNS) and heart. Within AKI, we are currently evaluating ANG-3777's ability to improve kidney function and reduce the severity of transplant-associated AKI, also known as delayed graft function (DGF), in patients at risk for kidney dysfunction, as well as for the treatment of AKI associated with cardiac surgery involving cardiopulmonary bypass (CSA-AKI). We are also evaluating ANG-3777 for indications within acute lung injury (ALI), with our primary focus on acute respiratory distress syndrome (ARDS), as well as acute CNS injuries. We are advancing multiple programs for the treatment of fibrotic diseases, leading with ANG-3070, a tyrosine kinase inhibitor (TKI), and our inhibitor of rho kinase 2 (ROCK2). We also continue to develop other preclinical product candidates, including our CYP11B2 (aldosterone synthase) inhibitors, which we are investigating for the purpose of targeting aldosterone-related fibrotic diseases. Our pipeline of product candidates has been developed internally and is the result of over 20 years of in-house research by a team that has made seminal contributions to the understanding of HGF and fibrotic pathways. Our pipeline of product candidates, programs and anticipated milestones are reflected in the chart below: Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents In November 2020, we entered into a license agreement (the Vifor License) with Vifor International, Ltd. (Vifor Pharma), granting Vifor Pharma global rights (excluding Greater China) to develop, manufacture and commercialize ANG-3777 in all therapeutic, prophylactic and diagnostic uses for renal indications, including forms of AKI, and congestive heart failure (collectively, the Renal Indications). Pursuant to the Vifor License, we are entitled to receive $80 million in upfront and near-term clinical milestone payments, including $30 million in upfront cash that we received in November 2020, and a $30 million equity investment, $5 million of which we received in January 2021 and $25 million of which we expect to receive upon the consummation of a concurrent private placement contingent on the closing of this offering. We are also eligible to receive post-approval milestones of up to approximately $260 million and sales-related milestones of up to $1.585 billion, providing a total potential deal value of up to $1.925 billion (subject to certain specified reductions and offsets), plus tiered royalties on net sales of ANG-3777 at royalty rates of up to 40%. The first United States market-related sales milestone we are eligible for is a $100 million milestone payable upon $300 million in net United States annual sales. Under the Vifor License, we are responsible for executing a pre-specified clinical development plan designed to obtain regulatory approvals of ANG-3777 for DGF and CSA-AKI. ANG-3777, an HGF Mimetic Our lead product candidate, ANG-3777, has the potential to be a first-in-class small molecule designed to mimic the biological activity of HGF. HGF activates the c-Met receptor, which triggers a cascade of pathways with a central role in tissue repair and organ recovery that has been well established. We believe that when an acute organ injury occurs, effective organ self-repair is hindered by a naturally-occurring mismatch in timing of peak levels of HGF concentration relative to c-Met expression, an issue that could be addressed by augmenting the activity of HGF with our HGF mimetic during the time of maximal c-Met expression. ANG-3777 has demonstrated several similarities to HGF, including c-Met dependence and selective c-Met receptor activation, without acting on other growth factor receptors. In addition, it has a substantially longer half-life than native or recombinant HGF. As a result, we believe ANG-3777 has several advantages that could enable it to address multiple forms of organ injury and related indications, including those with significant patient populations and for which no approved therapies currently exist. The potential advantages of ANG-3777 include: Enhanced key natural repair pathway ANG-3777 is an HGF mimetic that selectively activates the HGF/c-Met pathway, an early and essential pathway in acute organ injury repair. By initiating the HGF/c-Met cascade, ANG-3777 triggers downstream activation of multiple processes that we believe both attenuate further organ injury and promote organ repair. Expanded treatment window Our studies have shown that treatment with ANG-3777 can be successfully administered up to 48 hours after injury, increasing the viable window for intervention and significantly expanding the addressable patient population. Favorable adverse event profile In our Phase 2 clinical trial for DGF, the overall incidence of adverse events and serious adverse events was similar between the treatment and placebo arms, no serious adverse event was attributed to ANG-3777 by investigators and no patient on treatment withdrew because of a serious adverse event. Ease of administration ANG-3777 has demonstrated a half-life of approximately three hours compared to a half-life of less than five minutes for native or recombinant HGF. Due to its longer half-life, ANG-3777 can be administered once daily intravenously (IV). Reduced pharmacoeconomic burden Acute organ injury results in substantial costs to the healthcare system. A therapy that effectively attenuates organ injury could significantly reduce this economic burden by decreasing short-term costs, including increased hospital ANGION BIOMEDICA CORP. (Exact name of registrant as specified in its charter) Table of Contents days and re-admissions, as well as long-term costs, including costs associated with outpatient dialysis and other outpatient services. ANG-3777 for DGF. We have completed enrollment in a Phase 3 registration trial of ANG-3777 to improve kidney function and reduce the severity of DGF following deceased-donor kidney transplantation in patients showing evidence of early kidney dysfunction. DGF is a severe form of AKI resulting from ischemia-reperfusion injury (caused by oxygen deprivation and reintroduction) following kidney transplantation and defined as the need for dialysis within seven days following transplantation. In the United States and Europe, over 30,000 of the kidney transplant procedures performed annually use deceased-donor kidneys, and nearly one-third of these transplant recipients, or more than 10,000 patients per year, are diagnosed with DGF. DGF has a very high clinical and economic burden, and there are no approved therapies. In our Phase 2 clinical trial for DGF, ANG-3777 achieved a clinically meaningful improvement in its primary endpoint measuring production of 1,200 cubic centimeters (cc) of urine as compared to placebo, though such results were not statistically significant (p=0.09). In addition, ANG-3777 demonstrated clinically meaningful improvements as compared to placebo on a key secondary endpoint, mean serum creatinine, and in a post hoc analysis showed statistically significant (p=0.039) increases as compared to placebo in estimated glomerular filtration rate (eGFR) at 12 months, which is the planned primary endpoint in our Phase 3 registration trial. The overall incidence of adverse events was similar between the treatment and placebo arms of the Phase 2 clinical trial, and there were no treatment-related serious adverse events or treatment-related discontinuations. We expect to report topline data from our Phase 3 registration trial of ANG-3777 by the end of 2021. If the trial is successful, and subject to discussions with the FDA, we expect to file an NDA with the FDA for DGF in 2022. Pursuant to the Vifor License, Vifor Pharma holds global exclusive rights to commercialize ANG-3777 for this indication, except in Greater China, where we have licensed development and commercialization rights exclusively to Sinovant Sciences HK Limited (Sinovant). ANG-3777 for CSA-AKI. We are currently conducting a Phase 2 clinical trial to investigate ANG-3777 in patients at risk for developing CSA-AKI. This indication is a frequent complication of cardiac surgery, with approximately 150,000 cases per year in the United States and Europe, or nearly one-third of the approximately 450,000 coronary bypass and valve replacement surgeries performed annually in the United States and Europe. There are no approved therapies to address CSA-AKI, which is associated with both high mortality and significant economic burden. The planned primary endpoint for our Phase 2 clinical trial is the increase in serum creatinine above baseline and an additional important endpoint is the occurrence of Major Adverse Kidney Events at 90 days (MAKE 90), which has previously been accepted by the FDA as an approvable endpoint in this indication. We expect to report topline data from our Phase 2 clinical trial in the second half of 2021. If our Phase 2 clinical trial demonstrates sufficient evidence of efficacy, we expect to initiate a Phase 3 registration trial in CSA-AKI in the first quarter of 2022, subject to discussions with the FDA. Pursuant to the Vifor License, Vifor Pharma holds global exclusive rights to commercialize ANG-3777 for this indication, except in Greater China, where we have licensed development and commercialization rights exclusively to Sinovant. ANG-3777 for ALI. We are also investigating the use of ANG-3777 for indications within ALI, with our primary focus on ARDS, a severe form of ALI that is characterized by the sudden onset of pulmonary edema, inflammatory cell infiltration and impaired oxygenation. In order to evaluate ANG-3777's potential to treat this form of ALI, we initiated a proof-of-concept Phase 2 clinical trial in Brazil to investigate ANG-3777 for the reduction of severity and progression of ALI in patients with Coronavirus disease 2019 (COVID-19) associated pneumonia who are at high risk of progressing to ARDS. COVID-19 is a respiratory tract infection caused by a newly emergent coronavirus, SARS-CoV-2. In severe cases, COVID-19 is often complicated by pneumonia, ARDS and multi-organ failure, including AKI, neurological injuries and cardiac injuries. As a result, we believe this Delaware (State or other jurisdiction of incorporation or organization) 2834 (Primary Standard Industrial Classification Code Number) 11-3430072 (I.R.S. Employer Identification No.) (Address, including zip code, and telephone number including area code, of registrant's principal executive offices) Jay R. Venkatesan, M.D. President and Chief Executive Officer Angion Biomedica Corp. 51 Charles Lindbergh Boulevard Uniondale, New York 11553 (415) 655-4899 (Name, address, including zip code, and telephone number including area code, of agent for service) Copies to: Patrick A. Pohlen Miles P. Jennings Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600 Jennifer J. Rhodes General Counsel Angion Biomedica Corp. 51 Charles Lindbergh Boulevard Uniondale, New York 11553 (415) 655-4899 Kenneth L. Guernsey Jonie I. Kondracki Charles S. Kim Will H. Cai Cooley LLP 101 California Street, 5th Floor San Francisco, California 94111 (415) 693-2000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer Emerging growth company Accelerated filer Smaller reporting company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. Table of Contents study, if successful, could demonstrate the benefits of ANG-3777 for the treatment of ARDS. Studies have shown that the incidence of ARDS is between 150,000 and 200,000 cases per year in the United States, resulting in between 40,000 and 80,000 deaths per year. We expect to report topline data from this Phase 2 trial in the first half of 2021 and initiate a Phase 2 clinical trial in an ARDS indication in 2022. We hold global rights to develop, manufacture and commercialize ANG-3777 for this indication, subject to certain limitations under the Vifor License and except in Greater China, where we have licensed development and commercialization rights exclusively to Sinovant. ANG-3777 for CNS. The role of the HGF/c-Met pathway has been extensively studied in CNS injuries such as acute spinal cord injury and cerebral ischemia, or stroke. A similar HGF/c-Met timing mismatch to the one observed in acute kidney injury is also present in CNS injuries, and both we and independent researchers have demonstrated via in vivo studies that administration of ANG-3777 or exogenous HGF can reduce the severity of and enhance the recovery from acute injuries to the brain and spinal cord. Based on these preclinical findings, we believe ANG-3777 could be beneficial in treating patients with acute spinal cord injury, traumatic brain injury and stroke. We are planning to submit an investigational new drug (IND) application for an acute CNS indication in 2021 and initiate a Phase 2 clinical trial of ANG-3777 in 2022. We hold global rights to develop, manufacture and commercialize ANG-3777 for this indication, subject to certain limitations under the Vifor License and except in Greater China, where we have licensed development and commercialization rights exclusively to Sinovant. Our Programs for the Treatment of Fibrotic Diseases ANG-3070 for Fibrotic Diseases. Our second product candidate, ANG-3070, is a highly selective, orally-bioavailable small molecule TKI we are developing as a potential treatment for fibrotic diseases. ANG-3070 is the result of our extensive in-house research of key fibrotic pathways impacted by tyrosine kinases, the intersecting nodes between these pathways and the correlation of genomic and proteomic signatures for different types of fibrosis. This approach enabled us to design ANG-3070 with potentially improved specificity and receptor-binding affinity, relative to currently approved TKIs, in order to deliver promising activity in fibrotic pathways while limiting off-target inhibition. ANG-3070 has demonstrated target engagement as an anti-fibrotic agent in a variety of animal models and has shown in vitro the ability to inhibit pro-inflammatory tyrosine kinases at exposures achievable by oral administration. We are also currently evaluating ANG-3070 in a Phase 1 healthy-volunteer trial in Australia, and we expect to report topline data from this trial in the first half of 2021. We believe the preliminary safety and pharmacokinetic data from our Phase 1 trial support the initiation of a Phase 2 clinical trial. Subject to the final results from this trial and discussions with the FDA, we plan to advance ANG-3070 into Phase 2 clinical development in 2021, and we are considering indications such as primary proteinuric renal diseases and potentially non-proteinuric renal diseases at high risk of progression. We hold global rights to ANG-3070. ROCK2 Inhibitor for Fibrotic Diseases. Our third product candidate is a potent selective ROCK2 inhibitor that has demonstrated much higher affinity for ROCK2 versus ROCK1. Rho kinase (ROCK) signal transduction pathways are implicated in the development of fibrosis. Inhibition of the ROCK isoforms, ROCK1 and ROCK2, has shown promise in fibrosis; however, ROCK1 inhibition has been associated with inducing hypotension (low blood pressure). Recent scientific work using specific genetic or pharmacological reduction of ROCK2 indicates ROCK2 inhibition by itself can result in anti-fibrotic activity without causing hypotension. These findings informed our strategy to develop a ROCK2-specific inhibitor, with the goal of minimizing ROCK1 inhibition, as a potential treatment for fibrosis and other diseases. We believe this approach could translate into a product candidate with enhanced tolerability that may support long-term systemic use in chronic diseases. We expect the first indication for our ROCK2 inhibitor to be a chronic fibrotic indication such as chronic kidney disease (CKD), idiopathic pulmonary fibrosis (IPF) or nonalcoholic steatohepatitis The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine. Table of Contents (NASH). We expect to select a lead compound from our ROCK2 inhibitor program and initiate IND-enabling studies in 2021. We hold global rights to our ROCK2 inhibitor program. CYP11B2 Inhibitors. We are developing proprietary CYP11B2 (aldosterone synthase) inhibitors, which we are investigating for the purpose of targeting aldosterone-related diseases, including resistant hypertension, congestive heart failure and kidney fibrosis. We expect to select a lead compound from our CYP11B2 inhibitor program and initiate IND-enabling studies for the program in 2021. We hold global rights to our CYP11B2 inhibitor program. Commercialization If ANG-3777 is approved for DGF and/or CSA-AKI, we expect that it will be commercialized by Vifor Pharma pursuant to the Vifor License in the United States, Europe and other markets (excluding Greater China). Within Greater China, Sinovant is responsible for the development and, if approved, commercialization of ANG-3777 for all indications. There are approximately 250 institutions performing 23,000 kidney transplants in the United States annually, with the top 150 institutions accounting for over 85% of all kidney transplants each year. Vifor Pharma has an extensive commercial infrastructure addressing the renal market within and outside the United States, including distribution, contracting, medical affairs and sales functions. As a result, we believe Vifor Pharma is well positioned to successfully address these market opportunities by leveraging its strong existing relationships within the nephrology community. The Vifor License has a total potential deal value of up to $1.925 billion (subject to certain specified reductions and offsets), plus tiered royalties on net sales of ANG-3777 at royalty rates of up to 40%. Management Our pipeline and company strategy were originated and are supported by a management team with extensive experience and expertise in clinical research and development, business development and commercialization. Our founder and current Executive Chairman and Chief Scientific Officer, Itzhak Goldberg, M.D., F.A.C.R., has made seminal contributions to the understanding of HGF and fibrotic pathways. Our Chief Executive Officer, Jay Venkatesan, M.D., was the founder and CEO of Alpine BioSciences (acquired by Cascadian Therapeutics, which was subsequently acquired by Seagen), was a key investor in Mavupharma Inc. (acquired by AbbVie) and is a former portfolio manager of Ayer Capital and director of Brookside Capital Partners (the hedge fund group affiliated with Bain Capital). Our Chief Medical Officer, John F. Neylan, M.D., has held leadership roles at Keryx Biopharmaceuticals and Genzyme Corporation. These individuals and other members of our senior management team have contributed to the clinical development, registration and/or commercialization of over fifty approved drug products. License Agreement with Vifor Pharma In November 2020, we entered into the Vifor License with Vifor Pharma, granting it exclusive, global rights (except in Greater China, where we have licensed rights exclusively to Sinovant) to develop, manufacture and commercialize ANG-3777 in all Renal Indications, beginning with DGF and CSA-AKI. Vifor Pharma is a global leader in nephrology, with over 2,500 employees, annual sales nearing $2 billion and a market capitalization of approximately $9 billion. Pursuant to the Vifor License, we are entitled to receive $80 million in upfront and near-term clinical milestone payments, including $30 million in upfront cash that we received in November 2020, and a $30 million equity investment, $5 million of which we received in January 2021 and Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS (Subject To Completion) February 4, 2021 5,000,000 Shares Common Stock This is an initial public offering of shares of common stock by Angion Biomedica Corp. We are offering 5,000,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. Our common stock has been approved for listing on The Nasdaq Global Select Market under the symbol "ANGN." We expect that the initial public offering price will be between $14.00 and $16.00 per share. We are an "emerging growth company" under applicable Securities and Exchange Commission rules and have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. Our business and an investment in our common stock involve significant risks. These risks are described under the caption "Risk Factors" beginning on page 16 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents $25 million of which we expect to receive upon the consummation of a concurrent private placement contingent on the closing of this offering. We are also eligible to receive post-approval milestones of up to approximately $260 million. Further, we are eligible to receive milestone payments based upon global net sales: in the United States, the milestone payments range from $100 million to $450 million, based upon annual U.S. net sales tiers between $300 million and $1 billion, and outside the United States, the milestone payments range from $75 million to $200 million, based upon annual net sales tiers between $250 million and $550 million. In aggregate, we are eligible for sales milestone payments totaling $1.585 billion and a total potential deal value of up to $1.925 billion (subject to certain reductions and offsets). We are also eligible to receive tiered royalties on global net sales of ANG-3777 at royalty rates of 10% for annual U.S. net sales below $100 million, mid-teens to low twenties for annual U.S. net sales between $100 million and $500 million and 40% for annual U.S. net sales above $500 million. Outside the United States (excluding Greater China), we are eligible to receive tiered royalties on annual ex-U.S. net sales of ANG-3777 at royalty rates of 10% for annual ex-U.S. net sales below $50 million, mid-teens to low twenties for annual ex-U.S. net sales between $50 million and $250 million and 40% for annual ex-U.S. net sales above $250 million. Under the Vifor License, we retain responsibility at our own cost for executing a pre-specified clinical development plan, which has been designed to obtain regulatory approvals of ANG-3777 for the DGF and CSA-AKI indications in the United States, the European Union, Switzerland and the United Kingdom. The plan includes the completion of our ongoing and currently planned clinical trials and other clinical development activities in such indications. We will be responsible for regulatory interactions and filings relating to such indications in the United States, and Vifor Pharma will be responsible for such matters outside of the United States. We will share equally with Vifor Pharma the cost of related post-approval clinical development activities for such indications. In addition, Vifor Pharma will be solely responsible at its own cost for the commercialization of DGF and CSA-AKI indications and any other Renal Indications, both within and outside the United States (excluding Greater China). We retain rights to develop and commercialize ANG-3777 outside the Renal Indications globally (excluding Greater China), subject to certain protections provided to Vifor Pharma. For more information, see "Our Business Licenses and Collaborations License Agreement with Vifor Pharma." Our Strategy We are focused on discovering, developing and commercializing novel small molecule therapeutics to address acute organ injuries and fibrotic diseases. Our goal is to transform the treatment paradigm for patients suffering from these potentially life-threatening conditions for which there are no approved medicines or where existing approved medicines have limitations. The key tenets of our business strategy are to: Complete pivotal development and obtain regulatory approval of ANG-3777 for DGF. Advance ANG-3777 through clinical proof of concept for the treatment of CSA-AKI and ALI, and advance additional indications through development. Advance development of ANG-3070 for the treatment of fibrosis. Advance development of our earlier-stage programs addressing fibrotic diseases. Independently commercialize any approved products in indications and geographies where we believe we can maximize value and pursue other options to realize the full potential of our pipeline. Per share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to Angion, before expenses $ $ Table of Contents Recent Developments Preliminary Unaudited Cash and Cash Equivalents as of December 31, 2020 On a preliminary unaudited basis, we expect our cash and cash equivalents as of December 31, 2020 to be approximately $34.2 million. This estimate of cash and cash equivalents is our preliminary estimate based on currently available information and excludes the $5 million we received in January 2021 from Vifor Pharma in exchange for the convertible promissory note we issued to it in December 2020. It does not present all necessary information for an understanding of our financial condition as of December 31, 2020 or our results of operations for the year ended December 31, 2020. As we complete our year-end financial close process and finalize our year-end 2020 financial statements, we will be required to make significant judgments in a number of areas that may result in the estimate provided herein being different than the final reported cash and cash equivalents. This preliminary estimate has been prepared by and is the responsibility of our management. Our independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to this preliminary estimate or the accounting treatment thereof and does not express an opinion or any other form of assurance with respect thereto. We expect to complete our audited financial statements for the year ended December 31, 2020 subsequent to the completion of this offering. It is possible that we or our independent registered public accounting firm may identify items that require us to make adjustments to the preliminary estimated cash and cash equivalents balance set forth above and those changes could be material. Accordingly, undue reliance should not be placed on this preliminary estimate. The preliminary estimate is not necessarily indicative of any future period and should be read together with the sections titled "Risk Factors" and "Special Note Regarding Forward-Looking Statements," and under similar headings in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus as well as our financial statements, related notes and other financial information incorporated by reference in this prospectus. Risks Relating to Our Business We are a late-stage biopharmaceutical company, and our business and ability to execute our business strategy are subject to a number of risks of which you should be aware before you decide to invest in our common stock. In particular, you should consider the following risks, which are discussed more fully in the section entitled "Risk Factors:" We are a late-stage biopharmaceutical company with no products approved for sale and we have not generated any product revenue to date. We have incurred significant losses since our inception, and we anticipate that we will continue to incur losses for the foreseeable future, which makes it difficult to assess our future viability. To achieve our goals we will require substantial additional funding, for which capital may not be available to us on acceptable terms, or at all, and, if not so available, may require us to delay, limit, reduce or cease our clinical trials or operations. COVID-19 could adversely impact our business, including our clinical trials, and financial condition. Product development and regulatory approval involve a lengthy and expensive process with uncertain outcomes. We cannot be certain ANG-3777, ANG-3070 or any of our other product candidates will receive or maintain regulatory approval and, without regulatory approval, we and our collaborators will not be able to market our product candidates. Due to the significant resources required for the development and commercialization of our product candidates, we must prioritize development of certain product candidates and/or certain disease indications. We may expend our limited resources on product candidates or indications that do not yield a successful product and fail to capitalize on product (1)See "Underwriting" for a description of compensation payable to the underwriters. One or more entities affiliated with Vifor International, Ltd. is expected to purchase $25 million of our common stock in a concurrent private placement exempt from the registration requirements of the Securities Act of 1933, as amended, at a price per share equal to the initial public offering price. Cowen & Company, LLC and Stifel, Nicolaus & Company, Incorporated will serve as placement agents for the concurrent private placement and receive a placement agent fee equal to 3% of the total purchase price of the private placement shares. The concurrent private placement is contingent on the closing of this offering and the satisfaction of certain other customary conditions. However, this offering is not contingent on the consummation of the concurrent private placement. We have granted the underwriters an option for a period of 30 days to purchase up to 750,000 additional shares of common stock from us at the public offering price, less the underwriting discounts and commissions, within 30 days from the date of this prospectus. The underwriters expects to deliver the shares of common stock to purchasers on , 2021. Table of Contents candidates or indications that may be more profitable or for which there is a greater likelihood of success. Our business currently depends substantially on the commercial success of ANG-3777, if approved. Our business will be materially harmed if we or our cllaborators are unable to successfully commercialize ANG-3777. Our existing collaborations as well as additional collaboration arrangements that we may enter into in the future may not be successful, which could adversely affect our ability to develop and commercialize our product candidates. If our collaborators cease development and/or commercialization efforts under our existing or future collaboration agreements, or if any of those agreements are terminated, these collaborations may fail to lead to commercial products and we may never receive milestone payments or future royalties under these agreements. It is difficult and costly to protect our proprietary rights, and we may not be able to ensure their protection. If our patent position and potential regulatory exclusivity do not adequately protect our product candidates, others could compete against us more directly, which would harm our business, possibly materially. We identified material weaknesses in our internal control over financial reporting for the years ended December 31, 2018 and 2019 and for the nine months ended September 30, 2020, and we may identify additional material weaknesses in the future that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements. If we fail to remediate any material weaknesses or if we otherwise fail to establish and maintain effective control over financial reporting, our ability to accurately and timely report our financial results could be adversely affected. Corporate Information We were incorporated in the State of Delaware on April 6, 1998. Our corporate operations are based in San Francisco, California, our clinical development and regulatory teams are primarily located in Boston, Massachusetts, and our discovery and research programs are based in Uniondale, New York. Our principal executive offices are located at 51 Charles Lindbergh Boulevard, Uniondale, New York 11553, and our telephone number is (415) 655-4899. Our website address is www.angion.com. The information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference into this prospectus and does not constitute part of this prospectus. Concurrent Private Placement One or more entities affiliated with Vifor Pharma is expected to purchase $25 million of our common stock in a concurrent private placement exempt from the registration requirements of the Securities Act at a price per share equal to the initial public offering price in this offering. Cowen & Company, LLC and Stifel, Nicolaus & Company, Incorporated will serve as placement agents for the concurrent private placement and receive a placement agent fee equal to 3% of the total purchase price of the private placement shares. The concurrent private placement is contingent on the closing of this offering and the satisfaction of certain other customary conditions. However, this offering is not contingent on the consummation of the concurrent private placement. In connection with the concurrent private placement, we will enter into a securities purchase agreement with Vifor Pharma. Implications of Being an Emerging Growth Company and a Smaller Reporting Company We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). We will remain an emerging growth company until the earliest of (i) the last day of our fiscal year following the fifth anniversary of the completion of this offering, (ii) the last day of our first fiscal year in which we have total annual gross revenue of at least $1.07 billion, (iii) the date on Joint Book-running Managers Cowen Stifel Table of Contents which we are deemed to be a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (Exchange Act), which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the issuer's most recently completed second fiscal quarter and (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company: We will present only two years of audited consolidated financial statements, plus unaudited condensed consolidated financial statements for any interim period, and related management's discussion and analysis of financial condition and results of operations; We will avail ourselves of the exemption from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to Sarbanes-Oxley Act of 2002; We will provide less extensive disclosure about our executive compensation arrangements; and We will not require stockholder non-binding advisory votes on executive compensation or golden parachute arrangements. In addition, the JOBS Act provides that an emerging growth company can take advantage of extended transition periods to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. We have elected to take advantage of the benefits of this extended transition period and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. We are also a "smaller reporting company" as defined in Regulation S-K under the Securities Act of 1933, as amended (Securities Act), and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies. We may be a smaller reporting company even after we are no longer an emerging growth company. Co-lead Managers H.C. Wainwright & Co. Oppenheimer & Co. , 2021 Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/EM_smart_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/EM_smart_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8c4f12cd607a4eb3b6e4791f66bd2236a339bc06
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/EM_smart_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in the ADSs discussed under "Risk Factors", before deciding whether to invest in the ADSs. This prospectus contains information from an industry report commissioned by us dated March 3, 2021 and prepared by iResearch, an independent research firm, to provide information regarding our industry and our market position in China. We refer to this report as the "iResearch Report." Our Mission Energize everyday life. Overview We are a consumer tech company providing mobile device charging service through an extensive online and offline network. We are the largest mobile device charging service provider in China in terms of gross revenues in 2020, according to the iResearch Report. We provide service through our power banks, placed in POIs operated by our location partners, such as entertainment venues, restaurants, shopping centers, hotels, transportation hubs and public spaces. Through our mini programs, users rent our power banks to carry with them when they use our service and can return the power banks at any of our POIs, enabled by our expansive network and powerful technologies. As of December 31, 2020, we had a network of over 664,000 POIs covering more than 1,500 out of the 2,846 counties and county-level districts in China. We had approximately 149.1 million and 219.4 million cumulative registered users as of December 31, 2019 and 2020, respectively. We leverage advanced proprietary technologies and big-data analytics capabilities to facilitate seamless transactions, optimize hardware management and obtain valuable user insights. As of December 31, 2020, our system actively monitored and processed data from a network of over five million power banks. Our hardware is manufactured under industry-leading quality and safety protocols by top-tier assembly partners, with raw materials and components sourced from renowned suppliers. The mobile device charging service market size in China is expected to grow from RMB9.0 billion in 2020 to RMB106.3 billion in 2028, according to the iResearch Report. There are ample opportunities for industry participants to continue expanding into existing and unaddressed use cases. Pervasive smartphone usage, dependence on mobile apps and the adoption of 5G telecommunications technology also fuel a booming demand for charging services. The growing supply of and demand for power banks for share drive up usage among existing users and attract new users through growing accessibility, convenience, consumer habits and awareness. As we grow our business, we focus on optimizing the operational efficiency of our products and personnel. We improve the utilization of power banks through our tried-and-true POI selection and expansion strategies, as well as our relentless drive to improve user experience. We achieve high operational efficiency among our business development personnel through our meticulously designed business development personnel management system and proprietary data-driven management tools. We operate our business through direct operation and network partners. In larger cities, we directly operate our business and use our resources to better collaborate with key accounts, or KAs, who are location partners with expansive offline footprint and widespread brand recognition. AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents We deploy business development personnel for the expansion, management and maintenance of our POIs, incentivized by a well-designed and ever-evolving evaluation system. In smaller cities and counties, we work with network partners with local business connections and insights. We manage and evaluate network partners by the same standards as our direct operation under our operating philosophies. We have built a distinct and vibrant life-style brand that differentiates us from our competitors. Our brand not only represents reliability, accessibility and quality, but also is associated with youthfulness and trendiness. Leveraging our brand reputation, we have been able to secure exclusive long-term contracts with popular domestic and global franchises, and we have established branding collaborations with industry icons. Our proven business model has allowed us to rapidly expand while achieving profitability, although having a short operating history in a fast-evolving industry. Our total revenues grew from RMB2,022.3 million in 2019 to RMB2,809.4 million (US$430.6 million) in 2020, representing a growth rate of 38.9%, despite the significant impact of the COVID-19 pandemic in the first half of 2020. We generated net income of RMB166.6 million in 2019 and RMB75.4 million (US$11.6 million) in 2020, representing net margins of 8.2% and 2.7%, respectively. Our adjusted net income was RMB206.6 million and RMB112.6 million (US$17.3 million) in 2019 and 2020, respectively. For discussions of adjusted net income and reconciliation of adjusted net income, see
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/ENRT_enertopia_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/ENRT_enertopia_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1add8e3832060ea408d0d8b3f11490f3fd65af32
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/ENRT_enertopia_prospectus_summary.txt
@@ -0,0 +1 @@
+Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense. The information in this Prospectus is not complete and may be changed. The Selling Security Holders may not sell these securities until this registration statement is declared effective by the Securities and Exchange Commission. This Prospectus shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall the Selling Security Holders sell any of these securities in any state where such an offer or solicitation would be unlawful before registration or qualification under such state's securities laws. You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with information different from that contained in this Prospectus. The Selling Security Holders are offering to sell, and seeking offers to buy, their common shares, only in jurisdictions where offers and sales are permitted. The information contained in this Prospectus is accurate only as of the date of this Prospectus, regardless of the time of delivery of this Prospectus or of any sale of our common shares. Dealer Prospectus Delivery Obligation Until __________________ (90th day after the later of (1) the effective date of the registration statement; or (2) the first date on which the securities are offered publicly), all dealers that effect in transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. The date of this Prospectus is April 23, 2021. Item 3 - Prospectus Summary and Risk Factors We qualify all the forward-looking statements contained in this Prospectus by the following cautionary statements. This Prospectus, and any supplement to this Prospectus include "forward-looking statements". To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as "intends", "anticipates", "believes", "estimates", "projects", "forecasts", "expects", "plans" and "proposes". Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the "Risk Factors" section beginning on page 9 of this Prospectus and the "Management's Discussion and Analysis of Financial Position and Results of Operations" section elsewhere in this Prospectus. Our current business activities include pursuing opportunities in the natural resource sector and technology used in the resource sector, specifically in regards to the mineral properties held by our company. Actual results may vary from those expected. Undue reliance should not be placed on any forward-looking statements, which are appropriate only for the date made. We do not plan to subsequently revise these forward-looking statements to reflect current circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Corporate Background The company was formed on November 24, 2004 under the laws of the State of Nevada and commenced operations on inception. From inception until April 2010, we were primarily engaged in the acquisition and exploration of natural resource properties. Beginning in April 2010, we began our entry into the renewable energy sector by purchasing an interest in a solar thermal design and installation company. In 2013, we began our entry into medicinal marijuana business. During our 2014 fiscal year end our activities in the clean energy sector were discontinued. During fiscal 2015 our activities in the Medicinal Marijuana sector were discontinued. During fiscal 2016 our activities in the Women's personal healthcare sector were discontinued. The company has been actively pursuing business opportunities in the resource sector, pursuant to which we signed an agreement for a Lithium Brine Project in May 2016. In May 2017 the company dropped the Lithium Brine Project and subsequently acquired the Clayton Valley, NV Lithium Project announced in August 2017, the company's current property. The company's main focus is in natural resource sector and using 3rd party off the shelf technologies that can be, used for Lithium extraction. The address of our principal executive office is #18 1873 Spall Rd., Kelowna, British Columbia V1Y 4R2. Our telephone number is (250) 870-2219. Our current location provides adequate office space for our purposes at this stage of our development. Our company is diverse in its pursuit of business opportunities in the natural resource sector and technology used in the resource sector. On October 28, 2019, the company signed a letter of intent/LOI with Eagle Plains Resources Ltd. ("Eagle Plains") to earn up to 75% interest in the Pine Channel gold project in Saskatchewan, Canada (the "Pine Channel SK Property"). The terms of the LOI included periodic payments cash payments, exploration expenditures, as well as issuance of common shares of the company. Upon signing the LOI, the company issued 1,000,000 of its common shares to Eagle Plains, valued at $11,489. On December 13th 2019 the company dropped the LOI with Eagle Plains Resources Ltd. Use of Proceeds We will not receive any of the proceeds of the shares offered by the Selling Security Holders. Our company will pay all the expenses of this offering estimated at approximately $20,000. Underwriters The Selling Security Holders are underwriters, within the meaning of section 2(a)(11) of the Securities Act. Plan of Distribution The Selling Security Holders named in this Prospectus are making this offering and may sell at market or privately negotiated prices. This summary does not contain all the information that should be considered before making an investment in Enertopia Corp.'s common stock. The entire prospectus should be read including the "Risk Factors" on page 9 and financial statements before deciding to invest in our common stock. Financial Summary Information All references to currency in this Prospectus are to U.S. Dollars, unless otherwise noted. The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the "Management's Discussion and Analysis of Financial Position and Results of Operations" section and the accompanying financial statements and related notes included elsewhere in this Prospectus. Income Statement Data Six Months Ended February 28, 2021 (unaudited) Year Ended August 31, 2020 (audited) Year Ended August 31, 2019 (audited) Revenues Nil Nil Nil Operating Expenses 371,043 170,136 418,961 Net Income (Loss) (72,622) 34,132 (422,341) Net Earnings (Loss) Per Share (0.00) 0.00 (0.00) Balance Sheet Data As at February 28, 2021 (unaudited) As at August 31, 2020 (audited) As at August 31, 2019 (audited) Working Capital (Deficit) 79,756 (392,956) (455,885) Total Assets 583,225 86,214 46,245 Total Liabilities 434,469 479,170 502,130 RISK FACTORS An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. You should read the section entitled 'special Note Regarding Forward Looking Statements" above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this report. RISKS RELATED TO OUR BUSINESS You should carefully consider the risks described below. Together with all of the other information included in this report before making an investment decision with regard to our securities. The statements contained in or incorporated into this registration statement that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occur, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. Risks Associated with Our Business Our business operations are subject to a number of risks and uncertainties, including, but not limited to those set forth below: Our company has no operating history and an evolving business model which raises doubt about our ability to achieve profitability or obtain financing. Our Company has no operating history. Moreover, our business model is still evolving, subject to change, and will rely on the cooperation and participation of our joint venture partners. Our Company's ability to continue as a going concern is dependent upon our ability to obtain adequate financing and to reach profitable levels of operations has and we no proven history of performance, earnings or success. There can be no assurance that we will achieve profitability or obtain future financing. Uncertain demand for mineral resources sector may cause our business plan to be unprofitable. Demand for mineral resources is based on the world economy and new technologies. Current lithium demand exceeds available supply due to the rapid increase in lithium batteries in portable electronics and the growing electric vehicle markets. There can be no assurance that current supply and demand factors will remain the same or that projected supply and demand factors will actually come to pass from 3rd party projections that are currently believed to be true and accurate. There can be no assurance that new disruptive technologies will replace lithium as a significant component in battery storage over time. Conflicts of interest between our company and our directors and officers may result in a loss of business opportunity. Our directors and officers are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating their time between our future operations and those of other businesses. In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct. In general, officers and directors of a corporation are required to present business opportunities to a corporation if: the corporation could financially undertake the opportunity; the opportunity is within the corporation's line of business; and it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation. We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent. Despite our intentions, conflicts of interest may nevertheless arise which may deprive our company of a business opportunity, which may impede the successful development of our business and negatively impact the value of an investment in our company. The speculative nature of our business plan may result in the loss of your investment. Our operations are in the start-up or stage only, and are unproven. We may not be successful in implementing our business plan to become profitable. There may be less demand for our services than we anticipate. There is no assurance that our business will succeed and you may lose your entire investment. Changing consumer preferences may cause our planned products to be unsuccessful in the marketplace. The decision of a potential client to undergo an environmental audit or review may be based on ethical or commercial reasons. In some instances, or with certain businesses, there may be no assurance that an environmental review will result in any cost savings or increased revenues. As such, unless the ethical consideration is also a material factor, there may be no incentive for such businesses to undertake an environmental review. Changes in consumer and commercial preferences, or trends, toward or away from environmental issues may impact on businesses" decisions to undergo environmental reviews. General economic factors may negatively impact the market for our planned products. The willingness of businesses to spend time and money on energy efficiency may be dependent upon general economic conditions; and any material downturn may reduce the likelihood of businesses incurring costs toward what some businesses may consider a discretionary expense item. A wide range of economic and logistical factors may negatively impact our operating results. Our operating results will be affected by a wide variety of factors that could materially affect revenues and profitability, including the timing and cancellation of customer orders and projects, competitive pressures on pricing, availability of personnel, and market acceptance of our services. As a result, we may experience material fluctuations in future operating results on a quarterly and annual basis which could materially affect our business, financial condition and operating results. Changes in environmental regulations may have an impact on our operations We believe that we currently comply with existing environmental laws and regulations affecting our proposed operations. While there are no currently known proposed changes in these laws or regulations, significant changes have affected the industry in the past and additional changes may occur in the future. The company is subject to the Bureau of Land Management ("BLM"), State and potentially other government agencies with respect to any exploration operations. Our operations may be subject to environmental laws, regulations and rules promulgated from time to time by government. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that means stricter standards and enforcement. Fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies, directors, officers and employees. The cost of compliance with changes in governmental regulations has potential to reduce the profitability of operations. We intend to comply with all environmental regulations in the United States and Canada. If we fail to effectively and efficiently advertise, the growth of our business may be compromised. The future growth and profitability of our business will be dependent in part on the effectiveness and efficiency of our advertising and promotional expenditures, including our ability to (i) create greater awareness of our products, (ii) determine the appropriate creative message and media mix for future advertising expenditures, and (iii) effectively manage advertising and promotional costs in order to maintain acceptable operating margins. There can be no assurance that we will experience benefits from advertising and promotional expenditures in the future. In addition, no assurance can be given that our planned advertising and promotional expenditures will result in increased revenues, will generate levels of service and name awareness or that we will be able to manage such advertising and promotional expenditures on a cost-effective basis. Our success is dependent on our unproven ability to attract qualified personnel. We depend on our ability to attract, retain and motivate our management team, consultants and advisors. There is strong competition for qualified technical and management personnel in the business sector, and it is expected that such competition will increase. Our planned growth will place increased demands on our existing resources and will likely require the addition of technical personnel and the development of additional expertise by existing personnel. There can be no assurance that our compensation packages will be sufficient to ensure the continued availability of qualified personnel who are necessary for the development of our business. We have a limited operating history with losses and we expect the losses to continue, which raises concerns about our ability to continue as a going concern. We have generated minimal revenues since our inception and will, in all likelihood, continue to incur operating expenses with minimal revenues until we are able to successfully develop our business. Our business plan will require us to incur further expenses. We may not be able to ever become profitable. These circumstances raise concerns about our ability to continue as a going concern. We have a limited operating history and must be considered in the start-up stage. There is an explanatory paragraph to their audit opinion issued in connection with the financial statements for the year ended August 31, 2020 with respect to their doubt about our ability to continue as a going concern. As discussed in Note 2 to our financial statements for the year ended August 31, 2020, we have incurred cumulative losses of $14,280,027 that raises substantial doubt about its ability to continue as a going concern. Our management has been able, thus far, to finance the operations through equity financing and cash on hand. There is no assurance that our company will be able to continue to finance our company on this basis. Without additional financing to develop our business plan, our business may fail. Because we have generated only minimal revenue from our business and cannot anticipate when we will be able to generate meaningful revenue from our business, we will need to raise additional funds to conduct and grow our business. We do not currently have sufficient financial resources to completely fund the development of our business plan. We anticipate that we will need to raise further financing. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing security-holders. We may not be able to obtain all of the licenses necessary to operate our business, which would cause our business to fail. Our operations require licenses and permits from various governmental authorities related to the establishment of our planned facilities, to the production, storage and distribution of our products, and to the disposal of waste. We believe that we will be able to obtain all necessary licenses and permits under applicable laws and regulations for our operations and believe we will be able to comply in all material respects with the terms of such licenses and permits. However, such licenses and permits are subject to change in various circumstances. There can be no guarantee that we will be able to obtain or maintain all necessary licenses and permits. If we are unable to recruit or retain qualified personnel, it could have a material adverse effect on our operating results and stock price. Our success depends in large part on the continued services of our executive officers and third party relationships. We currently do not have key person insurance on these individuals. The loss of these people, especially without advance notice, could have a material adverse impact on our results of operations and our stock price. It is also very important that we be able to attract and retain highly skilled personnel, including technical personnel, to accommodate our exploration plans and to replace personnel who leave. Competition for qualified personnel can be intense, and there are a limited number of people with the requisite knowledge and experience. Under these conditions, we could be unable to recruit, train, and retain employees. If we cannot attract and retain qualified personnel, it could have a material adverse impact on our operating results and stock price. If we fail to effectively manage our growth our future business results could be harmed and our managerial and operational resources may be strained. As we proceed with our business plan, we expect to experience significant and rapid growth in the scope and complexity of our business. We will need to add staff to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting functions. We will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial condition. Coronavirus (COVID-19) Pandemic On March 11, 2020 the World Health Organization declared the novel strain of coronavirus ("COVID-19") a global pandemic and recommended containment and mitigation measures worldwide. The global outbreak of COVID-19 continues to rapidly evolve, and the extent to which COVID-19 may impact our business and the natural resources market will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States, Canada and other countries, business closures or business disruptions, and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. We are continuing to vigilantly monitor the situation with our primary focus on the health and safety of our employees and contractors. Risks Associated with the Shares of Our Company Because we do not intend to pay any dividends on our shares, investors seeking dividend income or liquidity should not purchase our shares. We have not declared or paid any dividends on our shares since inception, and do not anticipate paying any such dividends for the foreseeable future. We presently do not anticipate that we will pay dividends on any of our common stock in the foreseeable future. If payment of dividends does occur at some point in the future, it would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any common stock dividends will be within the discretion of our Board of Directors. We presently intend to retain all earnings to implement our business plan; accordingly, we do not anticipate the declaration of any dividends for common stock in the foreseeable future. Investors seeking dividend income or liquidity should not invest in our shares. Because we can issue additional shares, purchasers of our shares may incur immediate dilution and may experience further dilution. We are authorized to issue up to 200,000,000 shares. The board of directors of our company has the authority to cause us to issue additional shares, and to determine the rights, preferences and privileges of such shares, without consent of any of our stockholders. Consequently, our stockholders may experience more dilution in their ownership of our company in the future. Other Risks Trading on the OCTQB may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares. Our common stock is quoted on the OTCQB electronic quotation service operated by OTC Markets Group Inc. Trading in stock quoted on the OTCQB is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTCQB is not a stock exchange, and trading of securities on the OTCQB is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of the shares. Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission's penny stock regulations which may limit a stockholder's ability to buy and sell our stock. Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock. The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock. In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares. We believe that our operations comply, in all material respects, with all applicable environmental regulations. Our operating partners maintain insurance coverage customary to the industry; however, we are not fully insured against all possible environmental risks. Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability. The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States, Canada, or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably. Because we can issue additional shares, purchasers of our shares may incur immediate dilution and may experience further dilution. We are authorized to issue up to 200,000,000 shares. The board of directors of our company has the authority to cause us to issue additional shares, and to determine the rights, preferences and privileges of such shares, without consent of any of our stockholders. Consequently, our stockholders may experience more dilution in their ownership of our company in the future. Our by-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them. Our by-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers. Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities. Our constating documents authorize the issuance of 200,000,000 shares of common stock with a par value of $0.001. In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors" interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control. Our by-laws do not contain anti-takeover provisions, which could result in a change of our management and directors if there is a take-over of our company. We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors. As a result of a majority of our directors and officers are residents of other countries other than the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our company or our directors and officers. Our only office space is located Kelowna, British Columbia, Canada and we do not currently maintain a permanent place of business within the United States. In addition, a majority of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons" assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our company or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Trends, risks and uncertainties. We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise such as a black swan event. An absolute worst case scenario with sufficient potential impact to risk the future of the company as an independent business operating in its chosen markets. Significant reputational impact as a result of a major issue resulting in multiple fatalities, possibly compounded by apparently negligent management behavior; extreme adverse press coverage and viral social media linking the company name to consumer brands, leads to a catastrophic share price fall, very significant loss of consumer confidence and inability to retain and recruit quality people. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common shares. We are authorized to issue up to 200,000,000 shares. The board of directors of our company have the authority to cause us to issue additional shares, and to determine the rights, preferences and privileges of such shares, without consent of any of our stockholders. Consequently, our stockholders may experience more dilution in their ownership of our company in the future.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/EPOW_sunrise_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/EPOW_sunrise_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..40edefdd2fc1090f0306e5c17a4ccbd9ca0c1ba7
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/EPOW_sunrise_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Ordinary Shares, discussed under "Risk Factors," before deciding whether to buy our Ordinary Shares. This prospectus contains certain estimates and information from an industry report ("Frost & Sullivan Report") commissioned by us and prepared by Frost & Sullivan Inc. ("Frost & Sullivan"), an independent market research firm, regarding our industries and our market positions in China, which have not been independently verified by us, the underwriters or any of their respective affiliates or advisers. The information in such sources may not be consistent with other information compiled in or outside of China. Overview We started our operation as a consulting company providing enterprise services to small and medium-sized enterprises in the PRC in December 2014, and launched our peer-to-peer knowledge sharing and enterprise service platform in May 2016. Since then, we have continued to expand and improve our platform, where knowledge is shared, and services are requested and provided. We operate our platform through our PRC operating entity, SDH and its subsidiaries, both online, via our mobile application "Shidonghui App" (the "APP"), and offline, through local offices directly operated by us in Beijing, Shanghai and Hangzhou, as well as 51 local centers operated by some of our Members in 35 cities and 21 provinces throughout the PRC as of the date of this prospectus. Our mission is to become a worldwide leading knowledge sharing and enterprise service platform. According to the International Monetary Fund, from 2014 to 2019, the nominal GDP per capita in the PRC rose from $7,701 in 2014 to $10,581 in 2019, representing a compound annual growth rate ("CAGR") of approximately 6.6%. A growing economy and generally positive market environment in China have created many entrepreneurial and high-growth enterprises, many of which need corporate services such as financial consulting and management training. In line with the trend of nominal GDP, the disposable income of urban residents in the PRC recorded an increase from 2013 to 2019, as there was a rise in overall household spending capabilities due to the booming economy. According to the National Bureau of Statistic of the PRC, the per capita disposable income of urban residents in the PRC increased from $4,305 in 2014 to $6,322 in 2019, representing a CAGR of 8.0%. Previously, our platform focused on providing enterprise services to enterprises and entrepreneurs, but we are actively expanding our service to individuals and families that seek advice and services relating to health, beauty, travel, fashion, housing, etc. When we launched our platform, our aim was not only to continue providing enterprise services to PRC s growing business communities, but also create a marketplace where qualified individuals and entities have opportunities to serve as providers, and receive rewards by sharing their knowledge with others on the platform. As of September 30, 2020, our knowledge sharing and enterprise service ecosystem had 550 Mentors, 998 Experts, 1,467 Members, and 5.49 million Users. In addition to serving our Users and Members, we continue to provide enterprise services to small and medium-sized enterprises in China through a dedicated team with seven full-time professional consultants, as well as our Mentors and Experts. Our providers (Mentors, Experts and consultants) are successful entrepreneurs, scientists, investors, and professionals with qualifications and achievements in major industries such as finance, energy, health care, technology, manufacturing and academia. Our core strength is the knowledge brought by our providers, highlighted by their experience, wisdom, industry know-how, and social connections. Our APP was released to the public in May 2016. The number of Users increased from approximately 800,000 in December 2017 to approximately 5.49 million in September 2020, and the number of Members increased from 139 in May 2016 to 1,467 in September 2020. The services we offer to Users on our APP are (1) Questions and Answers (Q&A) Sessions and (2) streaming of audio and video courses and programs. The offline services we offer to our Members are study tours and forums. To meet the growing demand of our Users, Members and Enterprise Service Clients for professional services and advice in a rapidly changing business environment, we have been continually expanding and improving our platform and services. In March 2018, we launched our comprehensive tailored service program, a customized enterprise packaged service targeting small business owners; in December 2018, we launched GMB Regional Economic Accelerator, a business initiative designed to help with economic growth of less developed areas in China, by entering into cooperating programs with regional government entities for the purpose of providing services to local businesses; starting in 2019, we began to promote our brands "SDH" and "GMB" and seek opportunities to expand our platform in the United States. We believe these business initiatives will enrich our service offerings and attract more individuals and enterprises to join our platform. In late 2019, taking advantage of our knowledge of market demand and trends, as well as access to resources afforded to us by our knowledge sharing platform, we started procuring and offering merchandises for sale through our platform to our clients and the general public. The merchandises for sale are obtained through two sources: (1) fee exchange arrangement, through which we receive products in exchange for collection of membership fees and consulting fees earned from our customers at our discretion, and (2) direct purchases from our customers and third parties based on market trend and demand. For the fiscal year ended December 31, 2019, $2,500,481 or 76% of the merchandises for sale were obtained through our fee exchange arrangement with our customers, and $786,791 or 24% were through direct purchases from our customers and third parties. For the six months ended June 30, 2020, $12,333 or 43% of the merchandises for sale were obtained through our fee exchange arrangement with our customers, and $16,055 or 57% were through direct purchases from our customers and third parties. In both aforementioned periods, direct purchases from third parties were minimal. We have been profitable since fiscal year 2018, and generated net revenues of $13,538,999, $17,925,476, and $6,506,463 for the fiscal years ended December 31, 2018 and 2019, and six months ended June 30, 2020, respectively. Our revenues were generated from the following: fees generated from Member services, in the amount of $5,280,587, $2,525,084, and $491,806, or 39.00%, 14.09% and 7.56% of the net revenues of fiscal years 2018 and 2019, and six months ended June 30, 2020, respectively; CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Amount to Be Registered Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Ordinary Shares, par value US$0.0001 per share(1)(2)(3) 6,440,000 $ 5.00 $ 32,200,000 $ 4,179.56 Underwriter warrants(2)(4) — — — — Ordinary Shares underlying Underwriter warrants(2)(5) 644,000 $ 5.75 $ 3,703,000 $ 480.65 Total 7,084,000 — $ 35,903,000 $ 4,660.21 (6) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the "Securities Act"). There is no current market for the securities or price at which the shares are being offered. (2) Pursuant to Rule 416 under the Securities Act, there is also being registered hereby such indeterminate number of additional Ordinary Shares of the Registrant as may be issued or issuable because of stock splits, stock dividends, stock distributions, and similar transactions. (3) Includes the offering price of up to an additional 840,000 additional Ordinary Shares that ViewTrade Securities, Inc. (the "Representative") and National Securities Corporation ("National," together with the Representative, the "Underwriters") have the option to purchase to cover over-allotments, if any. (4) No fee required pursuant to Rule 457(g) of the Securities Act. (5) We have agreed to issue to the Underwriter warrants to purchase the number of Ordinary Shares (the "Underwriter Warrants") in the aggregate equal to 10% of the shares sold at closing of the offering and shares sold to cover over-allotments, if any. The Underwriter Warrants will be exercisable at any time, and from time to time within 5 years from the effective date of this registration statement, in whole or in part, but may not be transferred nor may the shares underlying the warrants be sold until 180 days from the effective date of the offering. The exercise price of the Underwriter Warrants is equal to 115% of the public offering price per share in the offering. (6) Previously paid. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine. fees generated from enterprise services, in the amount of $8,046,406, $15,210,675, and $4,590,984, or 59.43%, 84.85%, and 70.56% of the net revenues of fiscal years 2018 and 2019, and six months ended June 30, 2020, respectively; fees generated from sale of merchandises, in the amount of nil, $9,568 and $1,219,296, or nil, 0.05%, and 18.74% of the net revenues of fiscal years 2018 and 2019, and six months ended June 30, 2020, respectively; fees generated from online services, in the amount of $8,098, $66,304, and $191,443, or 0.06%, 0.37% and 2.94% of the net revenues of fiscal years 2018 and 2019, and six months ended June 30, 2020, respectively; and fees generated from other services, in the amount of $203,908, $113,845, and $12,934, or 1.51%, 0.64%, and 0.20% of the net revenues of fiscal years 2018 and 2019, and six months ended June 30, 2020, respectively. For fiscal years 2017 and 2018, our revenues generated from online services were much smaller compared to revenues generated from Member services and enterprise services, primarily due to the fact that we have focused on growing our online knowledge sharing community by providing services for Users to enjoy at low or no charge. We do not require any fee to become a User on our platform, and most of the audio and video courses and programs on our APP were free for our Users to access. Beginning in 2019, to increase our revenues from our online services, we started to charge our Users fees for streaming most of our audio and video courses and programs, although there are still about 1,020, or 10%, out of the approximately 9,880 audio and video courses and programs on our APP available for streaming for no fee, as of the date of this prospectus. As a result, for the fiscal year 2019 and six months ended June 30, 2020, we increased our revenues generated from online services to $66,304, and $191,443, respectively, an increase of more than 700% and 1,446%, compared to the fiscal year 2018 and the six months ended June 30, 2019, respectively. We believe that our online services will greatly contribute to the overall growth and expansion of our knowledge sharing platform if we are able to continually execute our strategy to attract more Users, Mentors, and Experts to join and contribute to our peer-to-peer sharing platform. Currently, we only operate in mainland China, although some of our APP Users are located in foreign countries including US, Canada, Malaysia, and Sri Lanka. Our plan is to continually expand our services both online and offline, explore new business ventures and initiatives to generate additional revenues, and ultimately become a worldwide leading knowledge sharing and enterprise service platform that offers and creates value for everyone in our ecosystem. Competitive Advantages We believe that the following competitive strengths have contributed to our success and differentiated us from our competitors: our founder and CEO, Mr. Haiping Hu, nicknamed "General Hu Haiping on Horseback", has extensive leadership experience and is a well-known entrepreneur in China; our service providers bring a wealth of knowledge readily accessible to our Users, Members and Enterprise Service Clients; our rich service offering combines both online and offline services; and our platform builds long-term mutually beneficial relationships with our clients, including our Users, Members and Enterprise Service Clients. Growth Strategies Our goal is to become a worldwide leading knowledge sharing and enterprise service platform, and our primary strategies to achieve our goal include: to increase the number of our knowledge sharing service providers; to research and develop new online services and improve existing online services to attract more Users; to increase the scope of our Member service offerings; and to promote, build, and grow the influence of our brand. Risks and Challenges Our ability to achieve our mission is subject to risks and uncertainties, including but are not limited to: we have a limited operating history and are subject to the risks encountered by development-stage companies; our historical financial results may not be indicative of our future performance; we may not be successful in implementing important new strategic initiatives, which may have an adverse impact on our business and financial results; increasing competition within our industries could have an impact on our business prospects; The information in this preliminary prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted. SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED FEBRUARY 3, 2021 5,600,000 Ordinary Shares Global Internet of People, Inc. This is an initial public offering of our ordinary shares. We are offering on a firm commitment engagement basis, 5,600,000 ordinary shares, par value US$0.0001 per share ("Ordinary Shares"). Prior to this offering, there has been no public market for our Ordinary Shares. We expect the initial public offering price will be between US$4.00 and US$5.00 per Ordinary Share. The initial public offering is contingent upon the Registrant receiving authorization to list the Ordinary Shares on a national exchange. We have applied to list our Ordinary Shares on the Nasdaq Capital Market and have reserved the symbol "SDH" for purposes of listing our Ordinary Shares on the Nasdaq Capital Market. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See "Risk Factors" to read about factors you should consider before buying our Ordinary Shares. We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, as amended and as such, we have elected to take advantage
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/EVOTF_evotec-se_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/EVOTF_evotec-se_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/EVOTF_evotec-se_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/FALC_falconstor_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/FALC_falconstor_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..28f5f048d4924782b3e9596cbd4ad4692ceea9f2
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/FALC_falconstor_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1 FORM S-1 REGISTRATION STATEMENT under the Securities Act of 1933 FalconStor Software, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 7310 (Primary Standard Industrial Classification Number) 77-0216135 (I.R.S. Employer Identification No.) FalconStor Software, Inc. 701 Brazos Street, Suite 400 Austin, Texas 78701 (631) 777-5188 (Address, including zip code, and telephone number, including area code, of Registrant s principal executive offices) Todd Brooks President and Chief Executive Officer FalconStor Software, Inc. 701 Brazos Street, Suite 400 Austin, Texas 78701 (631) 777-5188 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Spencer G. Feldman, Esq. Kenneth A. Schlesinger, Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas, 15th Floor New York, New York 10019 (212) 451-2300 Jonathan J. Russo, Esq. Pillsbury Winthrop Shaw Pittman LLP 31 West 52nd Street New York, New York 10019-6131 (212) 858-1000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer x Smaller Reporting Company x Emerging Growth Company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share(1) Proposed Maximum Aggregate Offering Price(2) Amount of Registration Fee Common Stock, par value $0.001 per share 327,750 $4.95 $1,622,362.50 $ 177.00 (1)Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices as reported by the OTCQB Venture Market on July 16, 2021. (2)Includes shares of common stock the underwriter has the option to purchase to cover over-allotments, if any. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine. The information in this preliminary prospectus is not complete and may be changed. We may not sell or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where such offer or sale is not permitted. Subject to Completion, dated July 20, 2021 PRELIMINARY PROSPECTUS 285,000 Shares FalconStor Software, Inc. Common Stock We are offering 285,000 shares of our common stock, par value $0.001 per share. Our common stock is quoted by the OTCQB Venture Market under the symbol "FALC." On July 16, 2021, the last reported sale price of our common stock was $4.95 per share. Investing in our common stock involves a high degree of risk. You should carefully consider the matters set forth in "Risk Factors" beginning on page 9 of this prospectus and under similar headings in the documents that are incorporated by reference into this prospectus before buying shares of our common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discount (1) $ $ Proceeds to us, before expenses (2) $ $ (1)Please see the section of this prospectus entitled "Underwriting" for additional information regarding underwriter compensation. (2)We estimate the total expenses payable by us, excluding the underwriting discount, will be approximately $ . This offering is being underwritten on a firm commitment basis. We have granted the underwriter an option to buy up to an additional 42,750 shares of common stock from us to cover over-allotments. The underwriter may exercise this option at any time and from time to time during the 30-day period from the date of this prospectus. The underwriter expects to deliver the shares of our common stock to purchasers on or about , 2021. Roth Capital Partners About this Prospectus This prospectus is part of a registration statement that we filed with the SEC. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC s website described below under the heading "Where You Can Find More Information." Neither we nor the underwriter have authorized anyone to provide you with information that is different from that contained in, or incorporated by reference into, this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We and the underwriter take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriter are offering to sell shares of our common stock and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in, or incorporated by reference into, this prospectus is accurate only as of its date, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: Neither we nor the underwriter have done anything that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States. See "Underwriting" for additional information on these restrictions. Industry and Market Data Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position is based on a variety of sources, including information from third-party industry analysts and publications and our own estimates and research. Some of the industry and market data contained in this prospectus are based on third-party industry publications. This information involves a number of assumptions, estimates and limitations, and you are cautioned not to give undue weight to these estimates. The industry publications, surveys and forecasts and other public information generally indicate or suggest that their information has been obtained from sources believed to be reliable. None of the third-party industry publications used in this prospectus were prepared on our behalf. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in this prospectus and in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference into this prospectus. See "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference." These and other factors could cause results to differ materially from those expressed in these publications. Trademarks This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by any other companies. PROSPECTUS SUMMARY This summary highlights information contained in this prospectus, or incorporated by reference into this prospectus, and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including the information set forth under the section "Risk Factors," "Management s Discussion and Analysis of Financial Condition and Results of Operations," and our financial statements and the related notes thereto, in each case included in this prospectus or incorporated by reference into this prospectus. Some of the statements in this prospectus constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements." Unless the context requires otherwise, the words "we," "us," "our," "our company," "the Company," and "our business" refer to FalconStor Software, Inc., a Delaware corporation. Our Company Overview We are a data protection technology company enabling enterprises to modernize their data backup and archival operations across multiple sites and public clouds. Our products deliver increased data security and provide recovery solutions for cyber attacks. We have over an exabyte of data under management, 36 issued patents and five patent applications and offer products that are used by approximately 600 enterprise customers. Our products are offered through and supported by a network of leading service providers, systems integrators, resellers, managed services providers ("MSPs") and original equipment manufacturers ("OEMs"). Our products address a demand for enterprise data protection driven by the manner in which consumers and businesses are increasingly interacting in a digital space through multiple devices, networks and platforms. The onset of the coronavirus pandemic accelerated this shift, as ongoing remote work and work from home arrangements introduced novel challenges to maintaining enterprise data security. The adoption of increased employee mobility and flexible remote work arrangements, such as a broader incorporation of cloud technology and the option for employees to use their own devices, has introduced additional vulnerabilities that businesses must monitor and protect through solutions like ours in order to maintain enterprise data integrity. Our products are utilized by enterprises and MSPs to address two key areas of enterprise data protection: (i) long-term data retention and recovery, and (ii) data replication to preserve business continuity. Our integration with modern cloud-based data storage environments, such as Amazon Web Services ("AWS") and Microsoft Azure, enables our enterprise customers to significantly reduce costs and improve the portability, security and accessibility of their enterprise data. We believe this accessibility is key in our modern world, where data must be protected and intelligently leveraged to facilitate learning, improve product design and drive competitive advantage. Our products can be used regardless of the underlying hardware, cloud and source-data, which enables our enterprise customers to leverage their existing hardware and software investments. We believe our long-term data retention products are critical to the data protection plans of any enterprise. The foundation of any enterprise data protection plan is the long-term data archive, as this segment represents up to 80% of an enterprise s data according to a 2019 Horizon Information Strategies independent study (the "Horizon Study"). Whether in the form of application databases, documents, emails or digital media files, enterprises must preserve this information for significant periods of time to fulfill operational, legal and regulatory requirements. Expanding government and industry regulations also continue to increase mandated retention periods. In addition to fundamental data retention, modern enterprises desire to leverage their long-term archives for strategic analysis and to unlock new revenue streams. As a result, enterprises are challenged with secure and cost-effective data management, while also adopting flexible and scalable cloud-based storage environments. Our long-term data retention products enable our enterprise customers to reduce their data storage footprint while seamlessly transitioning data to a wide array of hybrid-cloud and public-cloud storage systems, including AWS and Microsoft Azure. Our products have also been found to increase data backup speeds by up to 600% based on the 2019 Evaluator Group Performance Analysis. In addition to long-term data retention, enterprises must maintain operational data redundancy to ensure business continuity in near real time. According to the Horizon Study, the remaining 20% of an enterprise s data is active and backed up, and such data is retained for less than 90 days. Our data replication products and associated technologies allow an enterprise to capture snapshots of selected data or entire systems at user-defined intervals, and include the ability to replicate data as it is written or modified in real time. These solutions allow our enterprise customers to recover data back to a specific point in time to completely recover from operational data loss or corruption, including ransomware. As is the case with our long-term data retention products, our data replication products are designed to leverage existing enterprise hardware and software investments, while enabling the use of new cloud-based data storage technologies. Our Software Products and Supporting Technology Our software products create investment protection, flexibility and leverage of modern cloud-based technologies through software-defined functionality that provides backup and long-term retention, and business continuity driven data replication. As a result, our enterprise clients are able to utilize the underlying storage hardware, media or environment (on-premise or cloud) that best aligns with their strategic needs, which can eliminate costly hardware-vendor, cloud and form-factor lock-ins. Long-Term Data Retention and Recovery Products FalconStor Virtual Tape Library – We were an early innovator in Virtual Tape Library ("VTL") technology, which allows enterprise customers to emulate and replace cumbersome physical tape libraries with archive related data preservation, without replacing their existing backup and archive software and associated processes. We believe our VTL product continues to be a leading virtual tape library solution in terms of performance and scalability. With VTL, our enterprise customers are able to complete their data archive operations more reliably, with minimal changes to their legacy archive environment. They are also able to leverage sophisticated physical tape emulation, advanced data security, data-deduplication, and public- or private-cloud based virtual tape archive storage. We have subjected our VTL solution to independent performance testing, which at the time demonstrated that our product was 25% faster than a competitor and could be executed on hardware that was one-third the cost of that required by our closest competitor. We enable our customers to reduce the amount of data that needs to be archived by processing their archive data through our integrated data deduplication engine. By eliminating redundant archive data, the archive storage capacity required can be significantly reduced. Our technology allows our enterprise customers to significantly reduce the cost of storing the ever-growing volume of data that is subject to long-term archive data protection mandates. FalconStor StorSafeTM ("StorSafe") – Traditionally, enterprises have had limited choice and have been forced to store their archive data on physical tape or within storage arrays installed in an internal data center. Our newest and most innovative long-term archive data management software product, StorSafe, breaks these traditional storage limitations and enables enterprises to securely and cost effectively leverage a wide array of storage options, including ultra-efficient and scalable cloud-based storage environments, such as AWS and Microsoft Azure. Launched in 2020, StorSafe provides sophisticated physical tape emulation and seamless integration with an enterprise s legacy backup and archive software and processes. By leveraging patent pending industry-standard container technology to enable persistent long-term archive storage, our StorSafe solution dramatically improves archive data portability, accessibility, security and integrity validation, especially as it relates to multi-cloud data storage leverage. As a result, a full spectrum of archive data storage options is made available to our enterprise customers to utilize essentially any storage environment, while confidently ensuring data security and efficient archive access. We have designed StorSafe to significantly reduce long-term archive data storage and legal or regulatory mandated compliance costs. Business Continuity Driven Data Replication Products FalconStor Continuous Data Protector ("CDP") – In addition to retaining long-term archive data, enterprises routinely maintain short-term copies, or backups, of data generated by various user applications to protect against data loss or natural disaster. Moving beyond once-a-day backup models, CDP combines local and remote protection into a cost-effective, unified, disk-based solution that allows enterprises to recover data back to the most recent transaction. Combining application-aware snapshot agents and continuous journaling functions, CDP enables customers to recover data effectively at any point in time. CDP delivers instant data availability and reliable recovery, with the capacity to bring business applications back online in a matter of minutes after a failure. CDP protects application-specific data for Microsoft, Oracle, SAP and other business applications, ensuring high performance and stability for complex business environments. 2 FalconStor Network Storage Server ("NSS") – The expanding capacity of data managed by enterprises creates a continual challenge in ensuring adequate amounts of available storage. NSS is a scalable solution that enables data storage virtualization and business continuity in heterogeneous environments. Supporting existing third-party disk arrays, NSS eliminates storage boundaries and vendor lock-in, providing fast and secure data storage provisioning and migration. Our core storage virtualization technology provides a non-disruptive approach to data mobility across different storage area network protocols and vendors. With NSS, it becomes a simple operation to move data from older platforms to newer ones or to introduce new storage capacity and tiers. This allows enterprises to respond to evolving performance and capacity requirements, as well as changing data protection mandates. Our products are sold as stand-alone software, but can also be bundled with standard hardware configurations to simplify implementation for our customers. We are currently marketing our CDP and NSS products under the name StorGuard . Supporting Technology FalconStor StorSightTM ("StorSight") – StorSight gives our enterprise customers and MSPs the ability to administer long-term archive and business continuity driven data replication from one centralized management point and to easily test our other products they may not be currently licensing. To simplify our development efforts and to enable broader use of our products by our enterprise customers, we have unified all user management into our modern HTML-based console and rebranded that unified tool as StorSight. As a result, StorSight is now our unified data protection console used to administer our VTL, StorSafe, CDP, and NSS products. Our StorSight user console provides deep analytics relative to each of our products as they are utilized in production. StorSight also includes a full array of functionality key to our MSP customers, such as multi-tenancy and charge-back. StorSight usage licensing is included when customers and MSPs license any of our products. FalconStor RecoverTracTM ("RecoverTrac") Disaster Recovery Technology – Our patented RecoverTrac technology streamlines the implementation, testing and execution of disaster recovery operations. It minimizes service failover time between sites and reduces disaster recovery costs by offering full recovery from physical-to-physical, virtual-to-virtual and physical-to-virtual server infrastructures. This technology is a disaster recovery automation service, and is included as a standard feature of our NSS and CDP products to automate complex, time-consuming and error-prone failover and failback operations of systems, applications, services and entire data centers. This technology can also work across those environments, enabling organizations to seamlessly migrate locally, remotely or to and from cloud environments. FalconStor MicroScanTM ("MicroScan") Technology – Our patented MicroScan technology minimizes the amount of data transferred during replication by eliminating inefficiencies at the application and file system layer. Data changes are replicated at the smallest possible level of granularity, reducing LAN/WAN bandwidth and associated storage costs for disaster recovery ("DR"), and any time data is replicated from one source to another. MicroScan is an integral part of our replication option for CDP and NSS. Our Growth and Expansion Strategy Our software products and supporting technology are licensed by enterprise information technology ("IT") organizations and MSPs worldwide. The key elements of our growth and expansion strategy include the following: Accelerate our marketing and distribution in our best suited markets – We plan to continue to focus our marketing and distribution efforts on enterprise customers, MSPs, cloud service providers ("CSPs"), resellers, systems integrators and OEM partners. We believe these markets and distribution channels offer a significant opportunity and are best suited to realize the value of our products, and provide an efficient and effective access to broad, worldwide markets. Expand our existing software product offerings – We intend to enhance our products to address ever-changing market dynamics to allow us to be leader in the data protection marketplace. For example, through StorSafe, we have successfully adapted transient container technology to deliver a persistent, long-term data protection container that is agnostic, heterogeneous and highly portable, as well as backward compatible and compatible with future technology advancements. We believe these advancements are essential to meet the chain of custody mandates that are inherent in long-term data retention plans subject to compliance, regulatory, legal discovery and privacy laws that continue to evolve and mature. 3 Expand software and hardware strategic alliances with industry leaders – The Flash/SSD, High-Density Single Disk and Cloud Data Archival markets are key opportunities for us on two fronts: targeting customers wanting to integrate this new technology into existing IT environments, and OEMs needing to enhance their software stack in order to offer data movement and protection services on their platform. CSPs such as AWS, Microsoft Azure, Wasabi and Alibaba Cloud also represent a growth opportunity. Our mutual customers and partners need help moving data from the customer site to their own facilities, as well as a way to deliver common data services across disparate and often incompatible hardware typically found across the provider and end customer environments. We believe that we are positioned to continue to take advantage of these key opportunities in the global marketplace. Provide a bridge to cloud-based data storage, while protecting customers investments – We intend to continue leveraging the protocol-independent, unified architecture, analytics and open data services technology of our products to maintain a competitive position in the enterprise storage software market. With the addition of StorSafe, and its associated storage container technology, we have joined and are dedicated to the Open Source community, which has accelerated development and integration efforts across our entire product suite. We intend to continue delivering technical innovation that creates investment protection, flexibility and leverage of modern cloud-based technologies for our enterprise customers. Enable MSPs – As the managed service provider segment continues to grow, MSPs increasingly have a need to support heterogeneous storage environments across their own data centers and their customers environments. MSPs often have different hardware and software capabilities, making it significantly challenging to offer consistent data services across these environments. We believe that we offer strategic benefits for MSPs by (i) enabling the seamless and non-disruptive movement of data from the customer premises to the service provider s hosted environment, (ii) offering common data services across a customer s environments regardless of underlying hardware or technology, (iii) allowing for the introduction and ability to monetize additional data services they may not have previously been able to offer, (iv) providing a low-cost growth opportunity due to the flexibility of StorSight licensing, while eliminating the need to have multiple feature licenses array by array, and (v) enabling reduced storage management complexity and costs within their infrastructure by eliminating silos, reducing licensing costs and optimizing hardware. Industry Background and Trends Enterprises of all sizes are increasingly challenged to securely archive, replicate and make available their data assets. This challenge is increased as business pressures to reduce cost and increase efficiency push enterprises to adopt cloud-based technologies, which are critical to handling the growth in data and strategic uses of enterprise data, despite an increasing amount of records and data that has been compromised over the past several years. For example, according to the 2020 Year End Report published by RiskBased Security, approximately 37 billion records of sensitive data were lost from various breaches, as compared to the approximately 15 billion and 5 billion that were lost in 2019 and 2018, respectively. We believe long-term data archive is the fastest-growing segment of an enterprise s data assets. This growth is accelerating as enterprises are increasingly subject to complex regulatory compliance, such as that driven by the Food and Drug Administration, the Health Insurance Portability and Accountability Act, European Union s General Data Protection Regulation and the Sarbanes-Oxley Act. As the volume of long-term archive continues to expand, the need for enterprises to securely and cost-effectively store the associated data will only increase. The introduction of new long-term archive storage options has also given rise to a growth in MSPs remotely managing data protection, primarily to smaller enterprises with a less complex array of data assets. The MSPs are able to leverage modern broadband connectivity and offer more scalable long-term storage options, which will serve to reduce data protection costs for their customers. We believe this trend to outsourced long-term archive data protection will continue. New regulations and laws governing the processing, storage, retention, protection and reinstatement of high-value information assets are driving significant growth in the data protection markets. We believe that data archives will play an increasing role in training and validating artificial intelligence and machine learning algorithms and optimizing strategic analytic model outcomes. Given our long history and deep skillset of the unique challenges associated with long-term storage, we believe that we are in position to capitalize on data assets that are subject to new protection requirements with our existing product portfolio. Our innovative StorSafe product is designed and architected to leverage the scale-up and scale-out capabilities found in today's public and private clouds to support the expanding long-term data protection market demand that is estimated to grow into the Zettabyte (10^21) range by 2030, according to market intelligence provider International Data Corporation. We believe our innovative integration of long-term archive storage into modern cloud-based technologies will enable our customers to dramatically improve the portability, security, and accessibility of their enterprise data. 4 Selected Risks Related to our Business Our business is subject to numerous risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects that you should consider before making an investment decision. Below are the principal factors that
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/FDCT_fdctech_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/FDCT_fdctech_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..49ac69f99e5d98024aa68754ce821c84fb96ec52
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/FDCT_fdctech_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 4
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/FLNC_fluence_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/FLNC_fluence_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/FLNC_fluence_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/FRSH_freshworks_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/FRSH_freshworks_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/FRSH_freshworks_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/GDLG_glidelogic_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/GDLG_glidelogic_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..69faac99bd69ccb0270e3c3eb4462422522f3d9c
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/GDLG_glidelogic_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 5
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/GENI_genius_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/GENI_genius_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d9e1aa1e5f5a25c18e91dada584b265807f97ead
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/GENI_genius_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1 SUMMARY CONSOLIDATED HISTORICAL AND OTHER FINANCIAL INFORMATION 21 SUMMARY UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION 23 RISK FACTORS 24 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 54 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 55 USE OF PROCEEDS 64 DIVIDEND POLICY 65 CAPITALIZATION 66 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 67 BUSINESS 91 MANAGEMENT 111 BENEFICIAL OWNERSHIP OF SECURITIES 120 SELLING SECURITYHOLDERS 123 RELATED PARTY TRANSACTIONS 125 DESCRIPTION OF SECURITIES 128 MATERIAL TAX CONSIDERATIONS 144 ENFORCEABILITY OF JUDGMENTS 159 PLAN OF DISTRIBUTION 161 LEGAL MATTERS 164 EXPERTS 164 WHERE YOU CAN FIND MORE INFORMATION 164 INDEX TO FINANCIAL STATEMENTS F-1 Table of Contents PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus carefully, including the Risk Factors, Business and Management s Discussion and Analysis of Financial Condition and Results of Operations sections and our consolidated financial statements and the notes thereto, included elsewhere in this prospectus, before deciding to invest in our ordinary shares. For purposes of this section, unless otherwise indicated or the context otherwise requires, all references to Genius, the Company, we, our, ours, us or similar terms refer to (i) Genius Sports Limited and its consolidated subsidiaries after the Closing, (ii) Maven Topco Limited and its consolidated subsidiaries prior to the Closing and after the Apax Funds Investment and (iii) Genius Sports Group Limited and its consolidated subsidiaries prior to the Apax Funds Investment. Genius Sports Limited, previously known as Galileo NewCo Limited, is the new combined company in connection with the Business Combination, in which shareholders of Genius and dMY exchanged their shares for shares in Genius Sports Limited. Our Business Overview Genius is a B2B provider of scalable, technology-led products and services to the sports, sports betting and sports media industries. Genius is a fast-growing business with significant scale, distribution and an expanding addressable market and opportunity. Genius mission is to be the official data, technology and commercial partner that powers the global ecosystem connecting sports, betting and media. In doing so, the Company creates engaging and immersive fan experiences while simultaneously providing sports leagues with reliable and sustainable revenue streams. Genius sits at the heart of the global sports betting ecosystem where the Company has deep, critical relationships with over 400 sports leagues and federations, over 300 sportsbook brands and over 100 marketing customers (which includes some of the aforementioned sportsbook brands). The following are examples of services Genius provides its partners globally: Sports Leagues: Genius provides the technology infrastructure for the collection, integration and distribution of live data that is essential both to running a league s operations and to growing their profile and revenue streams. Genius also works alongside leagues to protect the integrity of their competitions from the threat of match-fixing through global bet monitoring technology, online and offline education services, and consultancy services including integrity audits and investigations. Sportsbooks: Genius technology, content and services allow sportsbook operators to outsource selected core, but resource-heavy, functions necessary to run their business. This includes the collection of live sports data, oddsmaking, risk management and player marketing. Sports Media (brands and digital publishers): Genius engages with sports media customers both from the gaming and non-gaming sectors to provide a range of online marketing and fan engagement tools that drive customer acquisition and retention. What Genius Does Genius is a data and technology company that enables consumer-facing businesses such as sports leagues, sportsbook operators and media companies to engage with their customers. The scope of Genius software Table of Contents The information contained in this preliminary prospectus is not complete and may be changed. Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it s not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED SEPTEMBER 22, 2021 6,624,939 Ordinary Shares Genius Sports Limited (a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey) This prospectus relates to the offer and sale by the selling securityholders or their permitted transferees (collectively, the selling securityholders ) of up to 6,624,939 ordinary shares, $0.01 par value. This prospectus also covers any additional securities that may become issuable by reason of share splits, share dividends or other similar transactions. The securities covered by this prospectus include (i) 911,149 ordinary shares issued to certain securityholders in connection with the FanHub Acquisition (as defined below), (ii) 5,213,792 ordinary shares issued to certain securityholders in connection with the Second Spectrum Acquisition (as defined below) and (iii) 499,998 ordinary shares issued to certain securityholders in connection with the Spirable Acquisition (as defined below). We are registering the offer and sale of the securities described above to satisfy certain registration rights we have granted. The selling securityholders may offer all or part of the securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. These securities are being registered to permit the selling securityholders to sell securities from time to time, in amounts, at prices and on terms determined at the time of offering. The selling securityholders may sell these securities through ordinary brokerage transactions, directly to market makers of our shares or through any other means described in the section titled Plan of Distribution . In connection with any sales of ordinary shares offered hereunder, the selling securityholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended (the Securities Act ). All of the securities offered by the selling securityholders pursuant to this prospectus will be sold by the selling securityholders for their respective accounts. We will not receive any of the proceeds from such sales. We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section titled Plan of Distribution . Our ordinary shares are currently listed on the New York Stock Exchange (the NYSE ) under the symbol GENI. The last reported sale price of our ordinary shares on September 21, 2021 was $19.32 per share. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision. We are an emerging growth company and a foreign private issuer as defined under applicable federal securities law and are subject to reduced public company reporting requirements for this prospectus and future filings. See, Prospectus Summary Implications of Being an Emerging Growth Company and a Foreign Private Issuer. Our business and an investment in our ordinary shares involves a high degree of risk. See Risk Factors beginning on page 24 of this prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Prospectus dated , 2021 Table of Contents ABOUT THIS PROSPECTUS Unless otherwise indicated or the context otherwise requires, all references in this prospectus to Genius, the Company, we, our, ours, us or similar terms refer to (i) Genius Sports Limited and its consolidated subsidiaries after the Closing, (ii) Maven Topco Limited and its consolidated subsidiaries prior to the Closing and after the Apax Funds Investment and (iii) Genius Sports Group Limited and its consolidated subsidiaries prior to the Apax Funds Investment. Genius Sports Limited, previously known as Galileo NewCo Limited, is the newly combined company in connection with the Business Combination, in which shareholders of Genius and dMY exchanged their shares for shares in Genius Sports Limited. Neither we nor the selling securityholders have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. Neither we nor the selling securityholders take any responsibility for, or provide any assurance as to the reliability of, any other information that others may give you. Neither we nor the selling securityholders are making an offer to sell the ordinary shares in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ordinary shares. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus. For investors outside the United States: neither we nor the selling securityholders have done anything that would permit the possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ordinary shares and the distribution of this prospectus outside the United States. FREQUENTLY USED TERMS Unless otherwise stated in this prospectus or the context otherwise requires, references to: Apax Funds means certain funds the ultimate general partners of which are advised by Apax Partners LLP. Apax Funds Investment means Topco s acquisition of all of the issued and outstanding equity interests of Genius Sports Group Limited on September 7, 2018, following of which Genius Sports Group Limited, inclusive of its wholly-owned subsidiaries, became wholly-owned subsidiaries of Topco. B shares means B shares of Genius, par value $0.0001. Business Combination means the transactions contemplated by the Business Combination Agreement. Business Combination Agreement means the Business Combination Agreement, dated as of October 27, 2020, by and among dMY, TopCo, MidCo, Genius, Merger Sub and Sponsor, a copy of which is filed as Exhibit 2.1 to the registration statement of which this prospectus forms a part, and as may be amended from time to time. Class A Shares means dMY s Class A common stock, par value $0.0001. Class B Shares means dMY s Class B common stock, par value $0.0001. Closing means the closing of the Business Combination. Table of Contents bridges the entire sports data journey, from intuitive applications that enable accurate real-time data capture, to the creation and provision of in-game betting odds and digital content that help Genius customers create engaging experiences for the ultimate end-user, who are primarily sports fans. The collection of high quality, live sports data has become indispensable for sportsbooks as in-game betting has continued to grow rapidly across the world. In mature markets such as the United Kingdom, in-game betting currently represents the majority of total bets by Gross Gaming Revenue ( GGR ), which represents the difference between the amount of money players wager and the amount that they win, making it a critical offering for all major sportsbooks. In-game betting typically increases in popularity as markets mature, and it is expected that the United States will follow suit. Genius live data services, alongside other value-add solutions, are deeply integrated into nearly all regulated sportsbook operators, comprising over 300 sportsbook brands worldwide. None of these sportsbooks currently take Genius entire product offering and so these integrations provide a clear runway for future growth. Genius provides customized solutions depending on its customers requirements, ranging from supplying live data feeds, in-game oddsmaking and risk management, to managing a sportsbook s entire back-end operation. Genius customers include global sportsbook brands such as bet365, DraftKings, FanDuel, and Entain (formerly GVC), as well as leading B2B gaming technology platform providers such as Scientific Games, IGT, Kambi and DraftKings B2B (formerly SBTech). In order to supply sportsbooks with a sufficient volume of sports data, Genius has built a broad portfolio that covers over 240,000 events, and over 180,000 events under official data and/or streaming rights agreements (of which approximately 110,000 are exclusive). This includes official data and trading for leagues such as the English Premier League ( EPL ) ), National Football League ( NFL ) and National Basketball Association ( NBA ), as well as several events that are popular with bettors. Due to the need for sportsbooks to provide their customers with deep betting markets and content at all times of the day, Genius believes that its critical mass of events is vital to the operation of these companies. Genius has established long-term, mutually beneficial relationships with sports leagues and federations and has acquired the rights to collect and monetize their data. Genius utilizes a network of more than 7,000 highly trained statisticians across over 150 countries who work on the ground, pitch-side and court-side, to capture data in real-time using Genius software. In exchange for these sports data rights, for the majority of Genius league partners, the Company provides vital technology infrastructure solutions, including competition management software, scoreboard technology, athlete registration, data collection and distribution, fan-facing websites, officiating, and coaching analysis tools. The integration of sports leagues and robust human infrastructure gives Genius a highly diversified rights portfolio and deep competitive position. Genius technology and services extend beyond the symbiotic sports data sports betting relationship. The Company provides data-driven performance marketing technology and services to a range of advertisers, primarily sportsbooks and iGaming brands, which effectively optimize player acquisition, retention and engagement costs. Genius multiple data sets, including real-time statistics, betting odds, behavioral data and engagement data, enhance its digital marketing solutions and further deepen its relationships with its customer base. Table of Contents Continental means Continental Stock Transfer & Trust Company. DGCL means the Delaware General Corporation Law as the same may be amended from time to time. dMY means dMY Technology Group, Inc. II, a Delaware corporation. Exchange Act means the Securities Exchange Act of 1934, as amended. Genius means Genius Sports Limited. Genius Board means the board of directors of Genius. Genius Governing Documents means the Genius Amended and Restated Memorandum of Incorporation and the Genius Amended and Restated Articles of Incorporation. Genius ordinary shares means the ordinary shares of Genius, par value $0.01. Genius Sports Group means Genius Sports Group Limited, a private limited company incorporated under the laws of England and Wales. Guernsey Companies Law means the Companies (Guernsey) Law, 2008 (as amended). IPO means dMY s August 18, 2020 initial public offering of units, with each unit consisting of one Class A Share and one-third of one warrant, raising total gross proceeds of approximately $276,000,000. Merger Sub means Genius Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Genius. MidCo means Maven Midco Limited, a private limited company incorporated under the laws of England and Wales. NewCo means Galileo NewCo Limited, a company incorporated under the laws of Guernsey, and its subsidiaries when the context requires, that changed its name to Genius Sports Limited in connection with the Business Combination. NFL Warrants means the warrants issued to NFL Enterprises LLC, with each such warrant entitling the holder thereof to purchase one Genius ordinary share at a price of $0.01 per Genius ordinary share. NYSE means the New York Stock Exchange. private placement warrants means the warrants issued to the Sponsor in a private placement simultaneously with the closing of the IPO, with each such warrant entitling the holder thereof to purchase one Class A Share at a price of $11.50 per share. public warrants means the 9,200,000 redeemable warrants sold as part of the units in the IPO. SEC means the United States Securities and Exchange Commission. Securities Act means the Securities Act of 1933, as amended. Sponsor means dMY Sponsor II, LLC, a Delaware limited liability company. Target Companies means, collectively, TopCo, MidCo, Genius, Merger Sub and all direct and indirect subsidiaries of TopCo. TopCo means Maven Topco Limited, a company incorporated under the laws of Guernsey. Transfer Agent means Continental Stock Transfer & Trust Company. warrants means the private placement warrants, public warrants and NFL Warrants. Table of Contents Company Background The Company was co-founded by the current Chief Executive Officer, Mark Locke, as a software company which specialized in aggregating sports betting data. It then evolved into providing outsourced oddsmaking solutions to sportsbooks. The Company then expanded into a software provider to sports and media technology companies and, in 2015, Genius Sports Group was formed. With a growing portfolio of betting customers that were driving increasingly large volumes of in-game bets, the Company and its leadership team realized the importance of live sports data and began to develop the technology that would enable Genius to own and control the entire value chain, from live data collection to pre-game and in-game oddsmaking. As of the date of this prospectus, Genius has invested more than $110 million in building out its full suite of proprietary technology and software solutions. A portion of this amount was provided by private equity firm Three Hills Capital Partners ( THCP ), who have been an investment partner of Genius since 2015. THCP s investment also bolstered Genius growth strategy into new territories and financed strategic acquisitions. In September 2018, Apax Funds acquired a majority interest in Genius. Approximately $35 million of additional capital was invested into the business, which enabled Genius to invest in people and key sports relationships which has accelerated the Company s growth. As a key partner, Apax Funds helped realign the Company s global operations, strengthen the management team, support the Company to execute its acquisition strategy, and grow the organization that is now scaled and poised for growth. Genius is the Global Leader in Official Data Rights Official data as it pertains to sports betting is the feed of live statistics that is sanctioned by sports rights holders, typically sports leagues and federations, and used to create betting markets, update odds in real-time, and settle bets accurately and timely. The Company believes that as the global sports betting industry, especially in-game betting, is expected to grow, the reliance on high quality data is similarly expected to increase over time. Further, the Company believes that the adoption of official data is inevitable as the sports betting market matures, and Genius technology and relationships are critical to capturing this trend. Table of Contents EXPLANATORY NOTE On October 27, 2020, dMY Technology Group, Inc. II, a Delaware corporation ( dMY ), entered into a Business Combination Agreement (the Business Combination Agreement ) with Maven Topco Limited, a company incorporated under the laws of Guernsey (the TopCo ), Maven Midco Limited, a private limited company incorporated under the laws of England and Wales ( MidCo ), Genius Sports Limited, a company incorporated under the laws of Guernsey (f/k/a Galileo NewCo Limited) ( Genius ), Genius Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Genius ( Merger Sub and, together with TopCo, MidCo and Genius, the Target Companies ), and dMY Sponsor II, LLC, a Delaware limited liability company (the Sponsor ). The transactions contemplated by the Business Combination are referred to herein as the Business Combination. Pursuant to the Business Combination Agreement, at the closing of the Business Combination (the Closing ), Genius underwent a pre-closing reorganization (the Reorganization ) wherein all existing classes of shares of TopCo (except for certain preference shares of TopCo which were redeemed and cancelled as part of the Reorganization (the Redemption )) were exchanged for newly issued ordinary shares of Genius ( Genius ordinary shares ). As described in the Business Combination Agreement, solely with respect to the shares of TopCo that were unvested prior to such reorganization and because the holders of such shares executed and delivered support agreements agreeing to the vesting and restrictions provisions therein, such shares were exchanged for Genius ordinary shares but are still subject to the vesting and restrictions as set forth therein ( Restricted Shares ). Pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, the following has occurred: (a) dMY s issued and outstanding shares of Class B Shares, subject to the terms of the Founder Holder Consent Letter (as defined and described below), have converted automatically on a one-for-one basis into Class A Shares; and (b) Merger Sub has merged with and into dMY, with dMY continuing as the surviving company, as a result of which (i) dMY has become a wholly-owned subsidiary of Genius; (ii) each issued and outstanding unit of dMY, consisting of one Class A Share and one-third of one warrant (the dMY warrants ), were automatically detached, (iii) each issued and outstanding Class A Share was converted into the right to receive one Genius ordinary share; (iv) each issued and outstanding dMY warrant to purchase a share of dMY Class A common stock have become exercisable for one Genius ordinary share (the Genius warrants ); and (v) NewCo changed its name to Genius Sports Limited. Concurrently with the execution of the Business Combination Agreement, Genius and dMY entered into certain subscription agreements, each dated October 27, 2020 (the Subscription Agreements ), with a number of accredited and institutional investors (the PIPE Investors ), including the Caledonia US Funds, pursuant to which such PIPE Investors subscribed to purchase an aggregate of 33,000,000 Genius ordinary shares (together, the Subscriptions ), for a purchase price of $10.00 per share, for an aggregate purchase price of $330,000,000, to be issued immediately prior to or substantially concurrently with the Closing (the PIPE Investment ). The Business Combination and the PIPE Investment were consummated on April 20, 2021. Certain amounts that appear in this prospectus may not sum due to rounding. PRESENTATION OF FINANCIAL AND OTHER INFORMATION NewCo was incorporated on October 21, 2020 for the purpose of effectuating the Business Combination described herein. Prior to the Business Combination, NewCo had no material assets and did not operate any businesses. Accordingly, no financial statements of NewCo have been included in this prospectus. The Business Combination was first accounted for as a capital reorganization whereby NewCo is the successor to its predecessor TopCo. In connection with the Reorganization described above, the existing shareholders of TopCo Table of Contents The Company believes that: official data is critical to sports, as it serves as a means for rights holders to monetize their data; official data is critical to sportsbooks, as only official data provides guaranteed access to the fast and reliable data necessary for in-game betting; and official data is critical to regulators, as it is legally compliant and an independent source of truth that protects consumers. Genius existing portfolio of official data includes some of the most valuable sports rights, including the NFL, EPL, NBA, National Association for Stock Car Auto Racing ( NASCAR ), and the International Basketball Federation ( FIBA ). Genius continues to identify and strategically acquire additional sports rights that are expected to generate a positive return and create value for Genius shareholders. Genius classifies sports and the associated rights as Tiers 1 through 4. Sports rights classified as Tier 1 are those from leagues with global name recognition, which are typically acquired by rights fees alone. Sports rights that are not classified as Tier 1 are typically from regional leagues. These non-Tier1 rights are typically acquired by Genius through a contra model in which Genius secures long-term agreements with the respective leagues in exchange for Genius technology and software solutions (and occasionally de minimis cash fees). This allows the Company to develop mutually beneficial partnerships with leagues globally and integrate Genius technology and services deeply within each league s operations. It is notable that while non-Tier 1 sports are typically smaller leagues that are less popular at a global level, they are very popular in their local countries or regions and often have large, dedicated fan bases. Taking this dual approach to Tier 1 and non-Tier 1 rights respectively is unique and beneficial for several reasons. The low cost contra strategy in the non-Tier 1 sports helps mitigate the risk of rights inflation for this content while also helping to lock in sports with strong future potential value into long-term deals. The Company believes that these tiers facilitate the vital content a sportsbook needs to be competitive at all times. Furthermore, this approach gives Genius the fiscal flexibility to be competitive for Tier 1 rights when it believes they will be strategically accretive to its portfolio. The Company started its expansion into the provision of audio visual ( A/V ) services in the second half of 2019. This includes providing sports leagues with proprietary AI-powered A/V production services to capture live game streams with minimal human intervention. These streams are a valuable addition to Genius portfolio of sports betting services as a complimentary offering to in-game data and oddsmaking. By the end of 2021, the Company anticipates having official A/V rights for a large number of events which will be captured and distributed from courtside and pitchside using Genius proprietary technology. The Sports Betting Industry and Genius Opportunity The Growing Global Sports Betting Market Genius operates in the global sports betting industry. H2 Gambling Capital projects the Global Sports Betting industry GGR to grow from $31 billion in 2020 to $59 billion by 2025. The Company believes it is well positioned to grow alongside this rapidly expanding industry. Most of the GGR currently generated by the entire industry is estimated to come from Asia and the Middle East, with Europe being the second largest region. H2 Gambling Capital expects the sports betting industry to grow across all regions globally, led by rapid expansion in newly regulating markets such as the United States. In May 2018, the US Supreme Court repealed the Professional and Amateur Sports Protection Act of 1992 ( PASPA ), which lifted federal restrictions on Table of Contents continued to retain control through ownership of NewCo. The capital reorganization was immediately followed by the acquisition of dMY, which was accounted for within the scope of ASC 805, Business Combinations ( ASC 805 ). Under this method of accounting, dMY was treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of NewCo issuing NewCo ordinary shares for the net assets of dMY, accompanied by a recapitalization. CONVENTIONS WHICH APPLY TO THIS PROSPECTUS AND EXCHANGE RATE PRESENTATION In this prospectus, unless otherwise specified or the context otherwise requires: $, USD and U.S. dollar each refer to the United States dollar; , GBP and pounds each refer to the British pound sterling; and , EUR and Euro each refer to the Euro. Certain amounts described herein have been expressed in U.S. dollars for convenience, and when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations. The exchange rate used for conversion between U.S. dollars and pounds is based on the historical exchange rate of the pound released by the Federal Reserve, the central bank of the United States. TRADEMARKS, TRADE NAMES AND SERVICE MARKS TopCo, MidCo, NewCo, Merger Sub, dMY and their respective subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their businesses. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this prospectus are listed without the applicable , and SM symbols, but such references are not intended to indicate, in any way, that we or the owners thereof will not assert, to the fullest extent under applicable law, our or their rights to these trademarks, trade names and service marks. MARKET AND INDUSTRY DATA In this prospectus, we present industry data, information and statistics regarding the markets in which Genius competes, as well as Genius statistics, data and other information provided by third parties relating to markets, market sizes, market shares, market positions and other industry data pertaining to Genius business and markets, including information obtained from Ellers & Krejcik Gaming (collectively, Industry Analysis ). Such information is supplemented where necessary with Genius own internal estimates and information obtained from H2 Gambling Capital, taking into account publicly available information about other industry participants and the judgment of Genius management where information is not publicly available. This information appears in Business and other sections of this prospectus. Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under Risk Factors. These and other factors could cause results to differ materially from those expressed in any forecasts or estimates. Table of Contents sports betting and gave individual states the power to legalize sports betting. As of year-end 2020, 26 states, including Washington, DC for these purposes, have passed measures to legalize sports betting, of which 20 states have already launched active sports betting industries with 14 states allowing mobile sports betting. The Company expects additional states to legalize sports betting in the coming years, which will further grow the U.S. sports betting market. Per H2 Gambling Capital, the US sports betting market is projected to generate an estimated $8 billion in GGR in 2025, increased from just an estimated $2 billion in 2020. Regions such as Europe also have several countries, such as Germany, that remain in the early stages of liberalization and proliferation of sports betting. H2 Gambling Capital expects Europe to generate an estimated $20 billion in GGR in 2025, increased from an estimated $12 billion in 2020. Europe remains a key market for Genius due to its large scale and relevance within the global sports betting industry. Genius wide-ranging, well-embedded role across the sports betting industry means that the Company generates revenue regardless of which operators take market share within any given jurisdiction. Genius revenue share model also gives it upside exposure as its customers grow and expand. Sports betting helps leagues create exciting and memorable moments for their fans. Naturally, in-game sports betting is an engaging type of sports betting experience and adds another layer of connection for fans as they watch the action unfold in real time. As sports betting markets mature, in-game betting typically increases in popularity and eventually represents the majority of bets placed, both by GGR and by number of bets. For example, figures published by the European Gaming and Betting Association ( EGBA ) in 2019 stated that in-game accounted for 63% of sports betting activity among its membership, which includes bet365, Entain (formerly GVC) and William Hill. Bet365 reported that in-game accounted for 79% of its total sports betting revenue in the twelve months ending March 31, 2019. Given the nature of the sports betting data market, where sportsbook operator expenditure on data is mainly driven by in-game data consumption, this is a tailwind that Genius is well-positioned to capitalize on given its strong focus on expanding its portfolio of rights and the focus on official live data. Furthermore, Genius believes its position in the sports data value chain and ability to continually and effectively upsell on betting content, services and product innovations will allow the Company to increase its share of customers over time. This includes several end-user engagement solutions, including live streaming and ad-tech products, which Genius expects to become a larger part of its business in the future. Advantages of Scale Genius believes that its scale creates meaningful competitive advantages. The human infrastructure the Company has built, with more than 1,500 employees and access to a network of more than 7,000 trained statisticians and agents worldwide, provides scale enabling Genius to better serve its customers. The broad portfolio of events Genius offers is enabled by its technological expertise and deep relationships and integrations with sports leagues. Building this portfolio has taken many years and requires a deep understanding of each sport league s technical and strategic requirements, along with developing bespoke technology to meet those requirements. For example, Genius developed technology for basketball leagues that is used by more than 180 leagues in 120 countries around the world, equating to more than 80% of all organized basketball competitions. Table of Contents To gain access to Genius sports betting services, such as live sports data feeds or outsourced oddsmaking, sportsbooks must integrate their back office systems with Genius proprietary technology. This technology and the managed services provided by Genius drives the sportsbook s consumer facing offering from the events they offer on their site to the odds on those events. This makes Genius technology a core and critical part of every customers operations on a day-to-day basis. Core Strengths The largest portfolio of official betting data: The combination of greater numbers of sports leagues taking control over their data assets and rapid growth of in-game betting makes official data both increasingly valuable and harder to acquire. The scale of Genius portfolio, built up over more than a decade, puts it at the very forefront of this trend and is a key differentiator from its main competitor. Market-leading data and technology: Genius currency is real-time data. Its value is derived from the Company s ability to capture, process and distribute vast volumes of data points in milliseconds, which requires highly robust technology alongside machine learning and complex analytics capabilities. Genius core systems are highly scalable to support ongoing growth in customers, sports event coverage, and volume of bet types. The Company s technology framework is standardized, allowing it to support multiple sports leagues at a low incremental cost to the business. Good earnings visibility due to long-term contracts with a large share of recurring revenues and low customer churn: Genius holds long-term contracts with sportsbooks and sports rights holders, and has historically experienced low churn. Sportsbook contracts are structured with guaranteed minimum payments throughout the life of the term (typically 3-5 years), which allow for good earnings visibility. Approximately 60% of Genius revenue is from recurring revenue related to contractual minimum guarantees. Genius contracts are also structured with upside levers that allow the Company to benefit as its partners grow through increased GGR, expansion into new markets, and utilization of more events. Improved operating margins from scaled cost structure with high operating leverage: Genius benefits from significant economies of scale driven by its highly scalable technology and software architecture. Approximately 70% of the Company s operating expenses, such as data production, trading and hosting costs, are expected to grow slower than revenues. World-class management team with depth of experience and track record of success: Genius is led by a highly experienced management team with a strong track record of success. The executive team has extensive experience in the global sports, betting and iGaming sectors. Management has successfully led the business to capture meaningful growth as the regulatory landscape matured in Europe over the past decade, and is well positioned to capitalize on developing markets around the globe including the United States and Latin America. Genius co-Founder and CEO Mark Locke is recognized as a global expert on sports technology, integrity and sports betting. The Genius Company Culture Genius culture is fair, ethical and performance-oriented. The Company operates a clear Game Plan, setting out the company vision and values that all staff are expected to uphold. It also sets out the Company s team goals, in the form of a simple set of targets for which staff can aim. These encapsulate Genius values as an organization, encouraging staff to think big, get stuck in, do the right thing, go fast/aim high, express themselves and win as a team. The Company believes this is key to fostering a culture that values performance with integrity, with everyone having the chance to make their mark, and where every contribution counts. Table of Contents The Company s success is highly dependent on human capital and a strong leadership team. Genius aims to attract, retain and develop staff with the skills, experience and potential necessary to implement its growth strategy. As part of this, emphasis is placed on the development of a ready pipeline of home-grown management talent, supplemented as necessary by external hires with appropriate experience and expertise. Genius regularly engages with staff on issues relating to its values and/or affecting the business generally, through a combination of group-wide and location-specific town hall sessions and other engagement platforms. Regular surveys indicate healthy staff engagement and identification with the business, and highlight opportunities for further growth and development. The Genius Growth Strategy Genius has multiple levers for growth with existing customers, as well as ongoing customer and partner acquisition strategies. Capitalizing on the growth of global sports betting Share in existing customer growth. Typically betting customer contracts include some form of minimum commitment to Genius, whether that be revenue and/or number or quality of events utilized. However, none of these contracts provide customers with Genius entire product offering. As a result, Genius betting customer contracts may be further expanded as its customers expand and grow. This is especially true as customers move into newly regulated markets, such as the United States, which is expected to continue approving legislation to legalize sports betting across multiple states. Expand Genius presence and acquire new customers in growth markets. Genius strong partnerships with sports leagues, data-driven marketing products and existing relationships with B2B sports betting platform providers give the Company a major competitive advantage in high growth jurisdictions. Genius is a preferred data supplier to a majority of significant sportsbooks in the U.K. and anticipates this will translate well in new markets. Additionally, the Company has a forward-looking licensing strategy. Genius is already permitted to supply in 14 U.S. states and plans to be licensed in all states that legalize sports betting. Genius expects to employ a similar licensing strategy in countries, such as Germany, that can potentially liberalize sports betting in the near future. Genius also has permission to supply in three tribal jurisdictions in the United States. Increase in sports rights and event utilization Continue to develop strong partnerships with sports leagues worldwide. Genius strategically acquires rights in both high profile and non-Tier 1 sports worldwide in a way that enhances the Company s rights portfolio and offering to sportsbooks. In non-Tier 1 sports, Genius will continue to aggressively deploy its contra model and acquire long-term agreements in exchange for technology and software solutions. Ability to capitalize on the expansion of adjacent total addressable market opportunities. As other nascent industries such as iGaming grow, Genius will have the opportunity to leverage its technology and existing distribution to expand its offerings into new verticals. Continue to grow event utilization. Genius has historically seen strong growth in its sport events utilization as the demand for its services and its number of customers has grown. The Company expects this growth to continue, which should create stronger operating leverage. Table of Contents Price escalators and wallet share Price escalators. Many of Genius customer contracts for Betting Technology, Content and Services have already built in price escalators whereby customer revenue and product commitments grow through the term of the contract. Expand value-add services and increase share of wallet. Genius is constantly expanding its services to sportsbooks. For example, the Company developed and has started to commercialize streaming and risk services capabilities. As these and other verticals grow and develop, the Company believes this will allow it to increase its share of the customer s wallet. Media and Advertising Expand its dynamic and tailored digital marketing capabilities beyond sports betting and iGaming. Genius ad-tech solutions are deployed by dozens of sportsbooks to reach sports fans with relevant marketing messages that include game statistics and real-time betting odds. The Company expects that non-betting brands may recognize the value in the Company s ability to align online advertising campaigns to live sporting action, enabling Genius to diversify its client base for digital marketing services. Sports Technology Additional Development of Sports Facing Technology and Services. Continued development in the breadth of Genius sports facing technology and services means that the Company expects to expand the number of sports leagues it works with, as well as the number of products it offers to existing and new customers. This is an enabler to further build long-term, sticky relationships with sports leagues. Strategic acquisitions Selectively pursue strategic acquisitions. Genius seeks acquisition opportunities that it believes will provide long-term value to its shareholders. While a primary area of focus is expected to be on smaller, complimentary technology companies that improve its product and technology offerings, the Company also maintains an active pipeline of larger, more transformational opportunities. In December 2020, Genius acquired Sportzcast, a U.S. based company, which builds and supplies proprietary devices that automate collection of low latency, official data feeds direct from in-venue scoreboards. In June 201, Genius acquired FanHub (as defined below), an Australia based company, which is a leading provider of free-to-play games and fan engagement solutions. In June 2021, Genius also acquired Second Spectrum (as defined below), which is a leading provider of cutting-edge data tracking and visualization solutions. In August 2021, Genius acquired Spirable (as defined below), which is a leading creative performance platform that allows brands, agencies and rights holders to create, automate and optimize highly personalized content. Products and Business Model Genius provides critical technology and services required to power the global ecosystem connecting sports, betting and media. The Company s services are organized into three key products areas Sports Technology and Services; Betting Technology, Content and Services; and Media Technology, Content and Services. All of Genius products are powered by proprietary technology and robust data infrastructure. Sports Technology and Services Genius builds and supplies technology and services that allow sports leagues to collect, analyze and monetize their data. The Company has trained statisticians that are highly skilled in collecting accurate, real-time data during events and matches. The data can then be repackaged and analyzed almost instantaneously, where it Table of Contents can then be used to help leagues and teams analyze real time statistics, develop coaching tools, and support broadcast partners. It is this same data that Genius also uses to power its Betting Content and Services. Using the data collected, Genius can also develop additional tools that help sports leagues deepen fan engagement. These include automated creation of fan-facing websites, social media content, and statistical content such as team and player standings that are updated in real time. The Company s streaming solution provides the technology, automatic production and distribution needed by sports to commercialize video footage of their games. This is particularly useful for non-Tier 1 sports leagues that lack the capabilities or resources to develop their own live streaming solutions. Genius also provides its end-to-end integrity services to sports leagues, and is the trusted integrity partner for over 100 sports leagues worldwide. Integrity services range from full-time active monitoring technology, which uses mathematical algorithms to identify and flag suspicious betting activity in global betting markets, to a full suite of online and offline educational and consultancy services. The technology and services provided to sports leagues are typically provided on a contra basis in return for access to live sports data for commercialization in betting and media. In some cases, sports leagues also pay fees for licensing the technology. Betting Technology, Content and Services Genius supplies the technology, content and services that powers global sportsbooks. Sportsbooks can outsource as much or as little of these capabilities as necessary depending on their requirements. Genius offering includes: Live sports data: Fast and reliable feeds of live match data, the majority of which are delivered direct from stadiums around the world in under a second using Genius technology. These real-time data points allow sportsbooks to create odds for in-game betting markets on over 240,000 events a year. Pre-game and in-game odds feeds: A combination of automated oddsmaking powered unique mathematic algorithms, a specialist trading team of over 400 people and robust technology, enables Table of Contents Genius to manage the full sports betting lifecycle on behalf of its sportsbook customers. This includes creating the events, setting the odds and managing them in real-time as the game unfolds, and settling betting markets so that sportsbooks can update their users accounts. Configuration by the customer within Genius backend system enables sportsbooks to create a bespoke experience for their userbase. Risk management services: Genius offers real-time management of all sportsbook liabilities, including customer profiling, monitoring of incoming bets, automated acceptance and rejection of bets, and limit setting. Risk management is a vital part of a sportsbook s operation because it protects its profitability. Live streaming: Thousands of official live streams, most of which are derived from Genius official partnerships with Tier 2 through 4 sports leagues, captured at courtside and pitchside around the world using Genius technology. This service is designed to boost betting appeal and drive sportsbook handle at off-peak times, in a cost-efficient manner when compared to Tier 1 streaming content. These services are provided to sportsbooks under long term contracts. In each of these contracts the sportsbook makes a commitment to Genius regarding what services and/or what sports events they will use Genius products and services for. The business model is either revenue share, where Genius receives a share of customer net gaming revenue ( NGR )/ GGR, or a usage-based license fee model. Media Technology, Content and Services Genius builds and supplies technology, services and data to enable its partners to efficiently acquire, retain and engage with their customers in a highly cost-effective manner. These partners include sportsbooks, online and brick and mortar gaming operators, sports leagues and other non-gaming brands that target sports fans. Genius provides services such as the creation, delivery and measurement of personalized online marketing campaigns, all run through Genius proprietary technology. These campaigns have been proven to help brands significantly reduce acquisition costs. Table of Contents Genius also develops fan engagement widgets for digital publishers, featuring live game statistics and betting-related content that drive traffic to sportsbooks. This helps unlock alternative revenue streams for digital content developers and sports betting affiliate programs. In all cases, Genius is compensated through a performance-based model which fully aligns the Company s interests with its partners, ultimately resulting in increased partner retention and satisfaction. Awards Over the past decade, Genius has consistently been recognized as a leader in its field with a host of industry awards. Most recently, Genius in-game betting services were awarded In-play Betting Software of the Year and Sports Data Supplier of the Year at the 2020 EGR B2B Awards, and the Sports Data Product of the Year and Live Betting Product of the Year at the 2020 SBC Gaming Awards. Additionally, in 2020, the Genius Live streaming product was given the Innovation of the Year prize at the 2020 Sports Technology Awards, ahead of other entries from BT Sport, Nielsen Sports, Intel and Manchester City. Table of Contents Representative Customers and Partnerships Whether they are sports organizations or sportsbooks, Genius enjoys deep and long-term relationships with its customers rooted in the provision of mission critical technology, live data, or services that are fundamental to its partners success. The nature of these partnerships creates a deep technological connection and dependence, leading to very low customer churn rates. Genius has relationships with over 300 sportsbook brand customers, including: Global sportsbooks such as Fanduel, Betfair, PaddyPower and Sky Bet (all Flutter), BetMGM, Ladbrokes and Coral (all GVC/Entain), DraftKings, bet365, William Hill, 888 Wynn Bet, Caliente, Pari Match, SNAI and Microgame; and Leading B2B platform providers such as Scientific Games, IGT, Kambi, and SBTech (now DraftKings B2B); Genius has over 400 sports league partners, including: Globally recognized leagues such as the NFL, EPL, NBA, NCAA, PGA, FIBA, FIFA, and Serie A; and Numerous other regional and lower tier league divisions across various sports such as basketball, soccer, ice hockey and volleyball. Genius has over 100 media and advertising customers, including: Recognized U.S. gaming brands such as BetMGM, Caesars, BetAmerica, Golden Nugget, DraftKings, FanDuel, William Hill, Delaware North and Unibet; A wide range of sports betting and iGaming brands in Europe and Africa, including bet365, PlayOjo, and Unibet; Major global media publishers, such as CBS and MSN, to which Genius helps drive valuable new audiences with data-driven sports and betting content; and Sports properties including the National Football League ( NFL ) and more than 20 teams from Major League Baseball ( MLB ), including the LA Dodgers, the Houston Astros and the San Diego Padres, that Genius helps target fans with contextual marketing campaigns that drives ticket and merchandise sales. Genius Technology Innovation is fundamental to the culture at Genius. The Company s technical teams have a deep understanding of sports, how they interact with fans online, and the data that is critical to driving value through the ecosystem. Sports are fast-paced, and dynamic; the action does not stop to wait for technology teams develop products with the speed, accuracy, scalability, reliability, and flexibility to meet the expectations of passionate and demanding fans. Teams are allocated responsibility for specific systems and use Agile development methodologies to deliver through an iterative, continuous software delivery life cycle. Teams are also responsible for technically operating the systems that they develop, which involves monitoring and supporting production systems, on boarding new customers, and scaling systems to meet commercial demand. Fail-safe data and video capture Genius in-venue data collection systems are designed to continue to function when disconnected from supporting systems, ensuring statisticians can continue to collect rich sports data unimpeded. When disconnected Table of Contents from the internet, these systems will continue to support officials, teams, scoreboards, and broadcasters in the venue. While connected, data is synchronized with Genius data distribution network, ensuring low latency, accurate, reliable delivery of play-by-play data. The unique sport-specific user interface workflows ensure the most time critical data is delivered at the earliest opportunity while still allowing the collection of a rich dataset. Supplementing the data solutions, automated cameras allow sports leagues to produce live streaming content for delivery through the distribution network. Automated monitoring, remote management, and AI-driven production mean minimal interaction is required from sports leagues once the solution has been installed which, alongside Genius innovative hardware solution, reduces production costs. Highly scalable real-time sportsbook content To support the vast volume of sports events and live data provided to sportsbooks, Genius hosts in-memory controllers that allow independent management of every in-game fixture for each customer. This architecture provides a very low latency service, is horizontally scalable, and implements a failover software design over redundant hardware to ensure uninterrupted service. Proprietary high-speed algorithmic models driven by live sports data calculates the probability of key actions (i.e., a turnover, foul, or player substitution) within each event. These probabilities are used to generate and continuously update betting markets, lines, margins, and odds that are specific to each event and customer. Sportsbook customers can take control of their own event at any time and adjust their margins, offering, or position within the market through the online portal; however, Genius proprietary back-office trading systems ensure that skilled operators can cost-effectively manage all fixtures for Genius customers with significant economies of scale. Robust and Reliable distribution Genius data distribution platforms are integrated directly into B2B customers servers through both standard application programming interfaces and services that can be easily customized to integrate with the back office systems commonly used by sportsbooks. These integration pathways ensure reliable, low latency delivery of data that customers are licensed to access with additional features including heart-beats, receipt confirmation, and conflation, ensuring customers are protected from any network disruption or slow consumption under load. The design of the data integrations ensures seamless delivery of additional fixtures to the network with minimal customization required by customers as they on-board new sports. The streaming network supports B2B and B2C delivery of both in-play and on-demand streams at scale. The Genius Drop and Play media player enables rapid B2C integration allowing customers to deliver Genius Live content alongside other content for a fixture by simply inserting an HTML tag in their websites. Streaming integrations are not sport specific, meaning that all new streaming content can be immediately delivered to all integrated partners in the network. Targeted fan engagement With visual components that are embedded directly in league, sportsbook, and media websites and mobile applications, Genius is able to uniquely understand the interests of sports fans and deliver relevant, engaging content. This content is served from the Company s B2C data and visualization systems achieving high availability and low latency at significant scale. Table of Contents The components offer fans visualizations of real-time sports and betting data, analysis, and streaming, which offer significant value in their own right and are critical to driving engagement in complementary products. Components are modular and can be styled and composed to support the branding and requirements of each partner allowing investment in new functionality to be leveraged across the ecosystem. Through big data analytics of data generated from this unique understanding of fans, live sports events, and the sportsbook market Genius is able to offer large scale targeted advertising campaigns which are delivered through cost effective, data driven, real-time bidding for publishing space. The advertising content selected for each fan by the Genius proprietary advertising technology further leverages the Company s data and visualization capabilities. Recent Developments Business Combination On October 27, 2020, dMY, TopCo, Midco, NewCo, Merger Sub, and Sponsor entered into the Business Combination Agreement. Pursuant to the Business Combination Agreement, Topco undertook a series of transactions pursuant to which it sold, exchanged and contributed its shares for a mix of cash consideration and Genius ordinary shares (the Reorganization ). The Reorganization was immediately followed by the acquisition of dMY by Merger Sub with dMY being the surviving corporation and a wholly-owned subsidiary of Genius. Additionally, NewCo and dMY entered into subscription agreements for the purchase an aggregate of 33,000,000 Genius ordinary shares, for a purchase price of $10.00 per share, for an aggregate purchase price of $330.0 million (the PIPE Investment ). The Business Combination and the PIPE Investment closed on April 20, 2021. NFL License Agreement On April 26, 2021, Genius and NFL Enterprises LLC ( NFL Enterprises ) entered into a multi-year License Agreement (the License Agreement ), pursuant to which Genius obtains the right to serve as (a) the worldwide exclusive distributor of NFL official data to the global regulated sports betting market; (b) the worldwide exclusive distributor of NFL official data to the global media market; (c) the NFL s exclusive international distributor of live digital video to the regulated sports betting market (outside of the United States where permitted); and (d) the NFL s exclusive sports betting and i-gaming advertising partner. The License Agreement contemplates a six-year period (the Term ), with an initial four-year period commencing April 1, 2021 and years five and six renewable by NFL Enterprises in one year increments. Pursuant to the License Agreement, Genius will issue to NFL Enterprises an aggregate of up to 22,500,000 warrants (each, a NFL Warrant and, collectively, the NFL Warrants ), with each NFL Warrant entitling NFL Enterprises to purchase one Genius ordinary share (each, a NFL Warrant Share ) for an exercise price of $0.01 per NFL Warrant Share. The NFL Warrants will be subject to vesting over the six-year Term. The first 11,250,000 of such NFL Warrants were issued on April 26, 2021 and are vested immediately upon issuance. The balance of the NFL Warrants will vest over the remaining Term or upon certain limited specified events and on customary terms. Each NFL Warrant will be issued along with, and be stapled to, one share of a new class of shares of Genius, $0.0001 par value (each, a B share ), with each B share representing an economic value equal to the $0.0001 par value per share, and entitling the holder thereof to vote with the holders of the ordinary shares of Genius on the basis of 1/10 of a vote per B share. Upon each purchase of an NFL Warrant Share pursuant to the exercise of an NFL Warrant, each B share attached to such NFL Warrant shall automatically be repurchased or, in the Company s discretion, redeemed by the Company and cancelled at par value, in each case, in accordance with the Genius governing documents. Amended and Restated Investor Rights Agreement On April 26, 2021, the Investor Rights Agreement (as defined below) was amended and restated by the Amended and Restated Investor Rights Agreement (the Amended and Restated Investor Rights Agreement ), Table of Contents pursuant to which, among other things, (i) Genius agreed to file a shelf registration statement for registration of the resale of the NFL Warrant Shares, (ii) Genius will provide NFL Enterprises customary piggyback registration rights with respect to the NFL Warrant Shares and (iii) NFL Enterprises will be subject to a customary lock-up period and certain transfer restrictions. In contemplation of the Additional Public Offering (as defined below), the Company waived the applicable lock-up restrictions under the Amended and Restated Investor Rights Agreement for those selling shareholders in the Additional Public Offering who are party thereto, solely with respect to the portion of their ordinary shares offered for sale in the Additional Public Offering to the extent required to permit them to sell in the Additional Public Offering. Further, we have filed a registration statement on Form F-1 (the Resale F-1 ) to satisfy our obligations to register the offer and sale of ordinary shares by certain of our shareholders pursuant to the Investor Rights Agreement and Subscription Agreements. The Resale F-1 was declared effective on June 1, 2021, upon which their ordinary shares have become freely tradable, subject to any applicable lock-up provisions in the Amended and Restated Investor Rights Agreement. See Related Party Transactions Amended and Restated Investor Rights Agreement. Acquisition of FanHub On May 3, 2021, the Company announced it had entered into a definitive agreement to acquire FanHub Media Holdings Pty Ltd ( FanHub ), a leading provider of free-to-play games and fan engagement solutions (the FanHub Acquisition ). This transaction closed on June 9, 2021. The sellers of FanHub received a combination of cash and Genius ordinary shares in the transaction. Acquisition of Second Spectrum On May 6, 2021, the Company announced that it had entered into a definitive agreement to acquire Second Spectrum, Inc. ( Second Spectrum ), a leading provider of cutting-edge data tracking and visualization solutions for $200 million, subject to customary adjustments (the Second Spectrum Acquisition ). Second Spectrum is a world-leading and fully integrated sports AI provider, offering tracking, analytics and data visualization services, with a strong blue-chip client list including the NBA, EPL and MLS. This transaction closed on June 15, 2021. The purchase price was paid at the closing in cash and Genius s ordinary shares. Additional Public Offering On June 9, 2021, the Company announced the upsizing and pricing of an underwritten public offering (the Additional Public Offering ) of 22,000,000 ordinary shares, consisting of 13,000,000 shares being offered by the Company and 9,000,000 shares being offered by certain of its shareholders, in each case, at the public offering price of $19.00 per share, for a total offering size of $418.0 million of which $237.7 million net proceeds was raised by the Company. The Company granted the underwriters a 30-day option to purchase up to an additional 3,300,000 shares. On July 16, 2021 the underwriters exercised their right to purchase an additional 928,447 shares for net proceeds of $17.1 million. Spirable Acquisition On August 17, 2021, the Company announced that it has entered into a definitive agreement to acquire Photospire Limited ( Spirable ), a leading creative performance platform that allows brands, agencies and rights holders to create, automate and optimize highly personalized content (the Spirable Acquisition ). This transaction closed on August 17, 2021. The purchase price was paid at the closing in cash and Genius s ordinary shares. Table of Contents Summary of Risk Factors Our business faces significant risks and uncertainties. You should carefully consider all of the information set forth in this prospectus and in other documents we file with or furnish to the SEC, including the following risk factors, before deciding to invest in or to maintain an investment in our securities. Our business, as well as our reputation, financial condition, results of operations and share price, could be materially adversely affected by any of these risks, as well as other risks and uncertainties not currently known to us or not currently considered material. These risks include, among others, the following: COVID-19 has adversely affected our business, financial condition, results of operations and prospects, including as a result of the reduction in the quantity of global sporting events, closures or restrictions on business operations of our customers and sports organizations and a decrease in consumer spending, and it may continue to do so in the future. We rely on relationships with sports organizations from which we acquire sports data, including, among other things, via arrangements for exclusive rights for such data. Loss of existing relationships or failure to renew or expand existing relationships may cause loss of competitive advantage or require us to modify, limit or discontinue certain offerings, which could materially affect our business, financial condition and results of operations. Fraud, corruption or negligence related to sports events, or by our employees or contracted statisticians collecting data on behalf of the Company, may adversely affect our business, financial condition and results of operations and negatively impact our reputation. We and our customers and suppliers are subject to a variety of domestic and foreign laws and regulations, which are subject to change and interpretation and which could subject us to claims or otherwise harm our and our customers and suppliers respective businesses. Any change in existing regulations or their interpretation, or the regulatory climate and requirements applicable to our or our customers and suppliers products and services, or changes in tax rules and regulations or interpretation thereof related to our or our customers and suppliers products and services, could adversely impact our or our customers and suppliers ability to operate our or their respective businesses as currently conducted or as we seek to operate in the future, which could have a material adverse effect on our financial condition and results of operations. Our collection, storage and use of personal data are subject to applicable data protection and privacy laws, and any failure to comply with such laws may harm our reputation and business or expose us to fines and other enforcement action. We are party to pending litigation and investigations in various jurisdictions and with various plaintiffs and we may be subject to future litigation or investigations in the operation of our business. An adverse outcome in one or more proceedings could adversely affect our business. Failure to protect or enforce our proprietary and intellectual property rights, including our unregistered intellectual property, and the costs involved in such protection and enforcement could harm our business, financial condition, results of operations and prospects. We may face claims for intellectual property infringement, which could subject us to monetary damages or limit us in using some of our technologies or providing certain solutions. We rely on information technology and other systems and platforms, including our data center and Amazon Web Services and certain other third-party platforms, and failures, errors, defects or disruptions therein could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects. Our product offerings and other software applications and systems, and certain third- party platforms that we use could contain undetected errors or errors that we fail to identify as material. Table of Contents We have a history of losses and may not be able to achieve or sustain profitability in the future. If we are unable to increase our revenues or our operating costs are higher than expected, our profitability may decline and our operating results may fluctuate significantly. The international scope of our operations may expose us to increased risk, and our international operations and corporate and financing structure may expose us to potentially adverse tax consequences. Risks related to the U.K. s exit from the European Union ( Brexit ) may have a negative effect on global economic conditions, financial markets and our business. Founders and Sellers, whose interests may differ from those of other holders of Genius ordinary shares following the Business Combination, have the ability to significantly influence Genius s business and management. Genius may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment. Because Genius is incorporated under the laws of the Island of Guernsey, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited. It may be difficult to enforce a U.S. judgment against Genius or its directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States. As a company incorporated in the Island of Guernsey, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE corporate governance listing standards. Corporate Information The legal name of the Company is Genius Sports Limited. The Company was incorporated under the laws of Guernsey as a non-cellular company limited by shares on October 21, 2020. The Company s registered office in Guernsey is PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3PP. The address of the principal executive office of the Company is Genius Sports Group, 9th Floor, 10 Bloomsbury Way, London, WC1A 2SL, and the telephone number of the Company is +44 (0) 20 7851 4060. Investors should contact us for any inquiries through the address and telephone number of our principal executive office. Our principal website is https://geniussports.com. The information contained on, or accessible from, or hyperlinked to, our website is not a part of this prospectus and you should not consider information on our website to be part of this prospectus. Implications of Being an Emerging Growth Company and a Foreign Private Issuer We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any Table of Contents golden parachute payments not previously approved (to the extent applicable to a foreign private issuer). If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (i) following the fifth anniversary of the closing of dMY s IPO, (ii) in which we have total annual gross revenues of at least $1.07 billion or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the end of the prior fiscal year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. We report under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to: the rules under the Exchange Act requiring domestic filers to issue financial statements prepared under U.S. GAAP; the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specific information, or current reports on Form 8-K, upon the occurrence of specified significant events. We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as (i) more than 50% of our outstanding voting securities are held by U.S. residents and (ii) any of the following three circumstances applies: (A) the majority of our executive officers or directors are U.S. citizens or residents, (B) more than 50% of our assets are located in the United States or (C) our business is administered principally in the United States. Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are not emerging growth companies and will continue to be permitted to follow our home country practice on such matters. Table of Contents THE OFFERING Ordinary shares that may be offered and sold from time to time by the selling securityholders 6,624,939 ordinary shares. Ordinary shares outstanding 199,112,140 ordinary shares. Use of proceeds All of the securities offered by the selling securityholders pursuant to this prospectus will be sold by the selling securityholders for their respective accounts. We will not receive any of the proceeds from such sales. We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section titled Plan of Distribution. See Use of Proceeds. Dividend policy We have not paid any cash dividends on our ordinary shares to date. The Genius Board intends to evaluate adopting a policy of paying cash dividends. In evaluating any dividend policy, the Genius Board must consider Genius financial condition and may consider results of operations, certain tax considerations, capital requirements, alternative uses for capital, industry standards and economic conditions. Whether Genius adopts such a dividend policy and the frequency and amount of any dividends declared on the Genius ordinary shares will be within the discretion of the Genius Board. See Dividend Policy. NYSE listing symbol Our ordinary shares and public warrants are currently listed on the NYSE under the symbol GENI and GENI WS, respectively. Risk factors See Risk Factors and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in our ordinary shares. Unless we specifically state otherwise or the context otherwise requires, the share information in this prospectus is as of September 10, 2021, and excludes: 9,199,972 of our ordinary shares issuable upon the exercise of public warrants outstanding as of September 10, 2021; 5,013,333 of our ordinary shares issuable upon the exercise of private placement warrants outstanding as of September 10, 2021; 18,500,000 of our ordinary shares issuable upon the exercise of NFL Warrants (along with the redemption and cancellation of an equal number of B shares) outstanding as of September 10, 2021, of which 11,250,000 became exercisable upon the issuance on April 26, 2021 and 4,250,000 and 3,000,000 will be exercisable on April 1, 2022 and April 1, 2023, respectively, and 18,500,000 B shares attached to such NFL warrants outstanding as of September 10, 2021; Table of Contents up to 4,000,000 of our ordinary shares issuable upon the exercise of NFL Warrants (along with the redemption and cancellation of an equal number of B shares) to be issued upon exercise of the options to extend NFL term pursuant to the License Agreement, and up to 4,000,000 B shares to be issued and attached to such NFL warrants pursuant to the License Agreement; and 28,604 Restricted Shares reserved for future issuance under the Genius Option Plan. See Management Executive Officer and Director Compensation Equity Compensation Options. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/GHLD_guild_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/GHLD_guild_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/GHLD_guild_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/GLBE_global-e_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/GLBE_global-e_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..13d3167555497234d0805de17324b04f0401b72c
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/GLBE_global-e_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before deciding to invest in our ordinary shares. You should read the entire prospectus carefully, including the Risk Factors, Business, and Management s Discussion and Analysis of Financial Condition and Results of Operations sections and our consolidated financial statements and notes to those consolidated financial statements before making an investment decision. Our Mission Global-e s mission is to make global e-commerce border-agnostic Go global. Be local. Business Overview We have built the world s leading platform to enable and accelerate global, direct-to-consumer ( D2C ) cross-border e-commerce. Our platform was purpose-built for international shoppers to buy seamlessly online and for merchants to sell from, and to, anywhere in the world in short, to go global. At the same time, to be local reflects the localization of the shopper s experience and our effort to make international transactions as seamless as domestic ones. We increase the conversion of international traffic into sales by removing much of the complexity associated with international e-commerce. Our platform provides a mission-critical, integrated solution that creates a localized and frictionless shopper experience and is simple to manage, flexible to adjust and smart in its local market insights and best practices. The vast capabilities of our end-to-end platform include interaction with shoppers in their native languages, market-adjusted pricing, payment options tailored to local market preferences, compliance with local consumer regulations and requirements such as customs duties and taxes, shipping services, after-sales support and returns management. These elements are unified under the Global-e platform to enhance the shopper experience and enable merchants to capture the cross-border opportunity. We operate at the forefront of global e-commerce, which is being transformed by technology, internet adoption and the rise of social networks connecting the world. Shopper buying habits are rapidly shifting online, as shoppers expect to be able to purchase any product online from anywhere in the world. Trends and consumer tastes are becoming increasingly global, driving the expansion of cross-border e-commerce, but the preference remains for an intuitive online shopping experience that feels local. In parallel, the rapid growth in e-commerce has created an opportunity for merchants to build and strengthen a direct relationship with the shopper. Solutions that enable D2C sales have become a strategic priority for brands and retailers as they seek to take advantage of these e-commerce trends, gaining ownership and knowledge of their international shoppers. Our comprehensive platform creates differentiated benefits for both shoppers and merchants. Shoppers seek competitive, localized and transparent pricing, a seamless and secure order and delivery process, and a painless returns and refunding process. We address these needs through a fully localized experience that removes many of the barriers shoppers face when purchasing from merchants internationally. We integrate with, and enhance the online stores of merchants and localize their shoppers experience based on the country from which they shop. We support local messaging in Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 7, 2021 PRELIMINARY PROSPECTUS 12,000,000 Shares Ordinary Shares The selling shareholders identified in this prospectus are selling 12,000,000 of our ordinary shares. We will not receive any proceeds from the sale of our ordinary shares by the selling shareholders. Our ordinary shares are listed on The Nasdaq Global Select Market ( Nasdaq ) under the symbol GLBE. On September 3, 2021, the last reported per share sale price of our ordinary shares on Nasdaq was $79.66. We are both an emerging growth company and a foreign private issuer as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. See Summary Implications of Being an Emerging Growth Company and a Foreign Private Issuer. Per Ordinary Share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to the selling shareholders (before expenses) $ $ (1) We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See Underwriting for additional information regarding underwriter compensation. The selling shareholders have granted the underwriters an option to purchase up to 1,800,000 additional ordinary shares at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus. Investing in our ordinary shares involves risks. See Risk Factors beginning on page 14 to read about factors you should consider before buying any of our ordinary shares. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ordinary shares to purchasers on or about , 2021. Goldman Sachs & Co. LLC Morgan Stanley Jefferies BofA Securities Prospectus dated , 2021 Table of Contents TABLE OF CONTENTS About This Prospectus iii Basis of Presentation iii Market and Industry Data iii Trademarks iv Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/GMER_good_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/GMER_good_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/GMER_good_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/GMPW_givemepowe_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/GMPW_givemepowe_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cdb4cfb67b26792033aace845745f04344572d26
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/GMPW_givemepowe_prospectus_summary.txt
@@ -0,0 +1,1493 @@
+Prospectus Summary—Digital Currency Customers."
+
+ 
+
+The
+businesses in which these customers engage involve digital currencies such as bitcoin, other technologies underlying digital currencies
+such as blockchain, and services associated with digital currencies and blockchain. The digital currency industry includes a diverse
+set of businesses that use digital currencies for different purposes and provide services to others who use digital currencies. This
+is a new and rapidly evolving industry, and the viability and future growth of the industry and adoption of digital currencies and the
+underlying technology is subject to a high degree of uncertainty, including based upon the adoption of the technology, regulation of
+the industry, and price volatility, among other factors. Because the sector is relatively new, your investment may be exposed to additional
+risks which are not yet known or quantifiable.
+
+ 
+
+Bitcoin,
+the first widely used digital currency, and many other digital currencies were designed to function as a form of money. However, digital
+currencies have only recently become selectively accepted as a means of payment for goods and services and then only by some retail and
+commercial businesses. Use of digital currency by consumers as a form of payment is limited. Some digital currencies were built for uses
+other than as a substitute for fiat money. For example, the Ethereum network is intended to permit the development and use of smart contracts,
+which are programs that execute on a blockchain. The digital asset known as Ether was designed to facilitate transactions involving smart
+contracts on the Ethereum network. Many of these digital currencies are listed on digital currency exchanges and are traded and purchased
+as investments by a variety of market participants.
+
+ 
+
+Other
+factors affecting the further development of the digital currency industry and our business include, but are not limited to:
+
+ 
+
+ 
+ 
+ the
+ adoption and use of digital currencies, including adoption and use as a substitute for fiat currency or for other uses, which may
+ be adversely impacted by continued price volatility;
+
+ 
+
+ 
+ 
+ government
+ and quasi-government regulation of digital currencies, their use, and intermediaries and other businesses involved in digital currencies,
+ noting in particular that the SEC has taken action against several cryptocurrency operators and has raised questions whether certain
+ digital currency exchanges must be registered with the SEC to continue operating;
+
+ 
+
+ 
+ 
+ the
+ use of digital currencies, or the perception of such use, to facilitate illegal activity such as fraud, money laundering, tax evasion
+ and ransomware scams by our customers;
+
+ 
+
+ 
+ 
+ restrictions
+ on or regulation of access to and operation of the digital currency exchanges or other platforms that facilitate trading in digital
+ currencies;
+
+ 
+
+ 59
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ heightened
+ risks to digital currency businesses, such as digital currency exchanges, of hacking, malware attacks, and other cyber-security risks,
+ which can lead to significant losses;
+
+ 
+
+ 
+ 
+ developments
+ in digital currency trading markets, including decreasing price volatility of digital currencies, resulting in narrowing spreads
+ for digital currency trading and diminishing arbitrage opportunities across digital currency exchanges, or increased price volatility,
+ which could negatively impact our customers and therefore our deposits, either of which in turn may reduce the benefits of the BEN
+ and negatively impact our business;
+
+ 
+
+ 
+ 
+ changes
+ in consumer demographics and public taste and preferences;
+
+ 
+
+ 
+ 
+ the
+ maintenance and development of the software protocol of the digital currency networks;
+
+ 
+
+ 
+ 
+ the
+ availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat
+ currencies;
+
+ 
+
+ 
+ 
+ the
+ use of the networks supporting digital currencies for developing smart contracts and distributed applications;
+
+ 
+
+ 
+ 
+ general
+ economic conditions and the regulatory environment relating to digital currencies; and
+
+ 
+
+ 
+ 
+ increased
+ regulatory oversight of digital currencies and the costs associated with such regulatory oversight.
+
+ 
+
+If
+any of these factors, or other factors, slows development of the digital currency industry, it could adversely affect our digital currency
+initiative and therefore have a material adverse effect on our business, financial condition and results of operation. For example, a
+decline in the digital currency industry that leads to a decline in deposit balances by digital currency customers would negatively affect
+our anticipated sources of funding. In such circumstances, we may be forced to rely more heavily on other, potentially more expensive
+and less stable funding sources. Consequently, a decline in the growth of the digital currency industry could have a material adverse
+effect on our business, financial condition and results of operations.
+
+ 
+
+We
+may not be able to implement aspects of our growth strategy, which may impact our position as the leading provider of innovative financial
+infrastructure solutions and services to participants in the digital currency industry and adversely affect our ability to maintain our
+recent growth and earnings trends.
+
+ 
+
+We
+intend to grow, primarily through ML-AI enabled lending platform and a Blockchain-powered technology platform related to our digital
+currency initiative. We may not be able to execute on aspects of our growth strategy, which may impair our ability to sustain this rate
+of growth or prevent us from growing at all. More specifically, we may not be able to generate sufficient amounts of new loans and deposits
+within acceptable risk and expense tolerances or obtain the personnel or funding necessary for additional growth, which may therefore
+preclude the proposed Bank from developing products and services relating to digital currency transaction flows and collateral, custodian
+services, international expansion of our customer base and other potential fintech opportunities.
+
+ 
+
+ 60
+
+ 
+
+ 
+
+ 
+
+The
+success of new or improved solutions and services depends on several factors, including costs, timely completion, regulatory approvals,
+the introduction, reliability and stability of our solutions and services, differentiation of new or improved solutions and market acceptance.
+There can be no assurance that we will be successful in developing and marketing our digital currency initiative in a timely manner or
+at all, or that our new or improved solutions and services will adequately address market demands. Market acceptance and adoption of
+solutions and services within our digital currency initiative will depend on, among other things, the solutions and services demonstrating
+a real advantage over existing products and services, the success of our sales and marketing teams in creating awareness of our solutions
+and services, competitive pricing of such solutions and services, customer recognition of the value of our technology and the general
+willingness of potential customers to try new technologies. In particular, if we are unable to achieve sufficient market adoption of
+the BEN, our growth strategy may be adversely affected.
+
+ 
+
+Various
+factors, such as general economic conditions, conditions in the digital currency industry and competition with other financial institutions
+and infrastructure service providers, may impede or preclude the growth
+of our operations. Our business and the growth of our operations would be dependent on, among other things, the continued success and
+growth of the BEN. If conditions in digital currency markets change such that certain trading strategies currently employed by our institutional
+investor customers become less profitable, the benefits of the BEN and the API may be diminished, resulting in a decrease in our deposit
+balance and adversely impacting our growth strategy. In addition, if a competitor or another third party were to launch an alternative
+to the BEN (such as the Federal Reserve s recently announced plan to develop a virtually real-time payment system for banks, which
+is expected to be available as early as 2023), we could lose noninterest bearing deposits and our business, financial condition, results
+of operations and growth strategy could be adversely impacted. Further, we may be unable to attract and retain experienced employees,
+which could adversely affect our growth.
+
+ 
+
+The
+success of our proposed strategy would also depend on our ability to manage our growth effectively, which would depend on many factors,
+including our ability to adapt the regulatory, compliance, credit, operational, technology and governance infrastructure to accommodate
+expanded operations, particularly as these relate to the digital currency industry. If we are successful in continuing our growth, we
+cannot assure you that further growth would offer the same levels of potential profitability, or that we would be successful in controlling
+costs and maintaining asset quality in the face of that growth. Accordingly, an inability to build and maintain growth, or an inability
+to effectively manage growth, could have a material adverse effect on our business, financial condition and results of operations. The
+further development and acceptance of digital currencies and blockchain technology are subject to a variety of factors that are difficult
+to evaluate, as discussed above. The slowing or stopping of the development or acceptance of digital currency networks and blockchain
+technology may adversely affect our ability to continue to grow and capitalize on our digital currency strategy.
+
+ 
+
+The
+Bank would have large depositor relationships that would be concentrated in the digital currency industry generally and among digital
+currency exchanges in particular, the loss of any of which could force us to fund our business through more expensive and less stable
+sources.
+
+ 
+
+The
+proposed Bank, once acquired, would be exposed to high customer concentration with our BEN exchange customers. A decision by the customers
+of an exchange to exit the exchange or a decision by an exchange to withdraw deposits or move deposits to our competitors could result
+in substantial changes in the Bank s deposit base. Exchanges present additional risks because they have been frequent targets and
+victims of fraud and cyber attacks and the failure or exit of one or more exchanges as customers could have a material adverse effect
+on our business, financial condition and results of operations.
+
+ 
+
+ 61
+
+ 
+
+ 
+
+ 
+
+In
+addition, withdrawals of deposits by any one of the Bank s largest depositors could force us to rely more heavily on borrowings
+and other sources of funding for our business and withdrawal demands, adversely affecting our net interest margin and results of operations.
+The Bank may also be forced, because of deposit withdrawals, to rely more heavily on other, potentially more expensive and less stable
+funding sources. Consequently, the occurrence of any of these events could have a material adverse effect on our business, financial
+condition and results of operations.
+
+ 
+
+The
+prices of digital currencies are extremely volatile. Fluctuations in the price of various digital currencies may cause uncertainty in
+the market and could negatively impact trading volumes of digital currencies and therefore the extent to which participants in the digital
+currency industry demand our services and solutions, which would adversely affect our business, financial condition and results of operations.
+
+ 
+
+The
+value of digital currencies is based in part on market adoption and future expectations, which may or may not be realized. As a result,
+the prices of digital currencies are highly speculative. The prices of digital currencies have been subject to dramatic fluctuations
+to date. Several factors may affect price, including, but not limited to:
+
+ 
+
+ 
+ 
+ Global
+ digital currency supply, including various alternative currencies which exist, and global digital currency demand, which can be influenced
+ by the growth or decline of retail merchants and commercial businesses acceptance of digital currencies as payment
+ for goods and services, the security of online digital currency exchanges and digital wallets that hold digital currencies, the perception
+ that the use and holding of digital currencies is safe and secure and regulatory restrictions on their use;
+
+ 
+
+ 
+ 
+ Changes
+ in the software, software requirements or hardware requirements underlying a blockchain network. For example, a fork occurs when
+ there is a change to a digital currency s underlying protocol, which creates new rules for the system. Forks in the future
+ are likely to occur and there is no assurance that such a fork would not result in a sustained decline in the market price of digital
+ currencies;
+
+ 
+
+ 
+ 
+ Changes
+ in the rights, obligations, incentives, or rewards for the various participants in a blockchain network;
+
+ 
+
+ 
+ 
+ The
+ maintenance and development of the software protocol of digital currencies;
+
+ 
+
+ 
+ 
+ Digital
+ currency exchanges deposit and withdrawal policies and practices, liquidity on such exchanges and interruptions in service from or
+ failures of such exchanges;
+
+ 
+
+ 
+ 
+ Regulatory
+ measures, if any, that affect the use and value of crypto-assets;
+
+ 
+
+ 
+ 
+ Competition
+ for and among various digital currencies that exist and market preferences and expectations with respect to adoption of individual
+ currencies;
+
+ 
+
+ 
+ 
+ Actual
+ or perceived manipulation of the markets for digital currencies;
+
+ 
+
+ 62
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ Actual
+ or perceived threats that digital currencies and related activities such as mining have adverse effects on the environment or are
+ tied to illegal activities; and
+
+ 
+
+ 
+ 
+ Expectations
+ with respect to the rate of inflation in the economy, monetary policies of governments, trade restrictions and currency devaluations
+ and revaluations.
+
+ 
+
+The
+digital currency market is volatile, and changes in the prices and/or trading volume of digital currencies may adversely impact our growth
+strategy and our business. In particular, the impact that changes in prices and/or trading volume of digital currencies have on our deposit
+balance from customers in the digital currency industry is unpredictable, as any reduction in deposits attributable to such changes may
+be amplified or mitigated by other developments, such as the onboarding of new customers, loss of existing customers and changes in our
+customers operational and trading strategies. We have experienced deposit fluctuations over the last 18 months, which have been
+correlated with or contrary to the price and/or trading volume of digital currencies at various times. There can be no assurance that
+a decrease in the value of digital currencies would not adversely impact the amount of such deposits in the future. In addition, volatility
+in the values of digital currencies caused by the factors described above or other factors may impact the demand for our services and
+therefore have a material adverse effect on our business, financial condition and results of operations.
+
+ 
+
+Risks
+Related to Cybersecurity and Technology
+
+ 
+
+System
+failure or cybersecurity breaches of our network security could subject us to increased operating costs as well as litigation and other
+potential losses.
+
+ 
+
+Our
+computer systems and network infrastructure, including the BEN and API, could be vulnerable to hardware and cybersecurity issues. Our
+operations are dependent upon our ability to protect our computer equipment against damage from fire, power loss, telecommunications
+failure or a similar catastrophic event. We could also experience a breach by intentional or negligent conduct on the part of employees
+or other internal sources. Any damage or failure that causes an interruption in our operations could have a material adverse effect on
+our financial condition and results of operations.
+
+ 
+
+Our
+operations would be dependent upon our ability to protect our computer systems and network infrastructure, including the BEN, the API,
+and our other online banking systems, against damage from physical break-ins, cybersecurity breaches and other disruptive problems caused
+by the internet or other users. Such computer break-ins and other disruptions would jeopardize the security of information stored in
+and transmitted through our computer systems and network infrastructure, which may result in significant liability, damage our reputation
+and inhibit the use of our internet banking services by current and potential customers. We could also become the target of various cyberattacks
+as a result of our focus on the digital currency industry. We regularly add additional security measures to our computer systems and
+network infrastructure to mitigate the possibility of cybersecurity breaches, including firewalls and penetration testing. However, it
+is difficult or impossible to defend against every risk being posed by changing technologies as well as acts of cyber-crime. Increasing
+sophistication of cyber criminals and terrorists make keeping up with new threats difficult and could result in a system breach. Controls
+employed by our information technology department and cloud vendors could prove inadequate. A breach of our security that results in
+unauthorized access to our data could expose us to a disruption or challenges relating to our daily operations, as well as to data loss,
+litigation, damages, fines and penalties, significant increases in compliance costs and reputational damage, any of which could have
+a material adverse effect on our business, financial condition and results of operations.
+
+ 
+
+ 63
+
+ 
+
+ 
+
+ 
+
+We
+may not have the resources to keep pace with rapid technological changes in the industry or implement new technology effectively.
+
+ 
+
+The
+financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and
+services. In addition to serving customers better, the effective use of technology increases efficiency and enables financial institutions
+to reduce costs. As a result, to stay current with the industry, our business model may need to evolve as well. Our future success will
+depend, at least in part, upon our ability to address the needs of our customers by using technology to provide products and services
+that will satisfy customer demands for convenience as well as to create additional efficiencies in our operations as we continue to grow
+and expand our products and service offerings. We may experience operational challenges as we implement these new technology enhancements
+or products, which could impair our ability to realize the anticipated benefits from such new technology or require us to incur significant
+costs to remedy any such challenges in a timely manner. From time to time, we may modify aspects of our business model relating to our
+product mix and service offerings. We cannot offer any assurance that these or any other modifications will be successful.
+
+ 
+
+The
+technology relied upon by the Company, including the BEN, the API and our other on-line banking systems, may not function properly, which
+may have a material impact on the Company s operations and financial conditions. There may be no alternatives available if such
+technology does not work as anticipated. The importance of the BEN, the API and our other on-line banking systems to the Company s
+operations means that any problems in its functionality would have a material adverse effect on the Company s operations. This
+technology may malfunction because of internal problems or because of cyberattacks or external security breaches. Any such technological
+problems would have a material adverse impact on the Company s business model and growth strategy.
+
+ 
+
+Many
+of our prospective larger competitors have substantially greater resources to invest in technological improvements. Third parties upon
+which we rely for our technology needs may not be able to develop, on a cost-effective basis, systems that will enable us to keep pace
+with such developments. As a result, our larger competitors may be able to offer additional or superior products compared to those that
+we will be able to provide, which would put us at a competitive disadvantage. We may lose customers seeking new technology-driven products
+and services to the extent we are unable to provide such products and services. The ability to keep pace with technological change is
+important and the failure to do so could adversely affect our business, financial condition and results of operations.
+
+ 
+
+Our
+operations could be interrupted if our third-party service providers experience operational or other systems difficulties, terminate
+their services or fail to comply with banking regulations.
+
+ 
+
+We
+intend to outsource some of our operational activities and accordingly depend on relationships with many third-party service providers.
+Specifically, we would rely on third parties for certain services, including, but not limited to, core systems support, informational
+website hosting, internet services, online account opening and other processing services. Our business depends on the successful and
+uninterrupted functioning of our information technology and telecommunications systems and third-party service providers. The failure
+of these systems, a cybersecurity breach involving any of our third-party service providers or the termination or change in terms of
+a third-party software license or service agreement on which any of these systems is based could interrupt our operations. Because our
+information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials
+if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. Replacing vendors or addressing
+other issues with our third-party service providers could entail significant delay, expense and disruption of service.
+
+ 
+
+ 64
+
+ 
+
+ 
+
+ 
+
+As
+a result, if these third-party service providers experience difficulties, are subject to cybersecurity breaches, or terminate their services,
+and we are unable to replace them with other service providers, particularly on a timely basis, our operations could be interrupted.
+If an interruption were to continue for a significant period, our business, financial condition and results of operations could be adversely
+affected. Even if we can replace third-party service providers, it may be at a higher cost to us, which could adversely affect our business,
+financial condition and results of operations.
+
+ 
+
+In
+addition, the Bank s primary federal regulator, the Federal Reserve, has issued guidance outlining the expectations for third-party
+service provider oversight and monitoring by financial institutions. The federal banking agencies, including the Federal Reserve, have
+also issued enforcement actions against financial institutions for failure in oversight of third-party providers and violations of federal
+banking law by such providers when performing services for financial institutions. Accordingly, our operations could be interrupted if
+any of our third-party service providers experience difficulties, are subject to cybersecurity breaches, terminate their services or
+fail to comply with banking regulations, which could adversely affect our business, financial condition and results of operations. In
+addition, our failure to adequately oversee the actions of our third-party service providers could result in regulatory actions against
+the Bank, which could adversely affect our business, financial condition and results of operations.
+
+ 
+
+Risks
+Related to Our Traditional Banking Business
+
+ 
+
+As
+a business operating in the financial services industry, our business and operations may be adversely affected in numerous and complex
+ways by weak economic conditions.
+
+ 
+
+After
+the acquisition of the Bank, our business and operations, which primarily consist of lending money to clients in the form of loans, borrowing
+money from clients in the form of deposits and investing in interest earning deposits in other banks and securities, are sensitive to
+general business and economic conditions in the United States. We would solicit deposits throughout the United States and, while our
+primary lending market would be either the state of California or Georgia, we would purchase and originate loans throughout the United
+States. If the U.S. economy weakens, our growth and profitability from our lending, deposit and investment operations could be constrained.
+Uncertainty about the federal fiscal policymaking process, the medium- and long-term fiscal outlook of the federal government and future
+tax rates is a concern for businesses, consumers and investors in the United States. While there has been an improvement in the U.S.
+economy since the 2008 financial crisis as evidenced by a rebound in the housing market, lower unemployment and higher equity capital
+markets, economic growth has been uneven and opinions vary on the strength and direction of the economy. Uncertainties also have arisen
+regarding the potential for a reversal or renegotiation of international trade agreements, the effects of the legislation commonly known
+as Tax Cuts and Jobs Act of 2017, or the Tax Act, and the impact such actions and other policies the current administration may have
+on economic and market conditions.
+
+ 
+
+Weak
+economic conditions are characterized by numerous factors, including deflation, fluctuations in debt and equity capital markets, a lack
+of liquidity and depressed prices in the secondary market for mortgage loans, increased delinquencies on mortgage, consumer and commercial
+loans, residential and commercial real estate price declines and lower levels of home sales and commercial activity. The current economic
+environment is characterized by lower interest rates than historically have been the case, which impacts our ability to generate attractive
+earnings through our loan and investment portfolios. These factors can individually or in the aggregate be detrimental to our business,
+and the interplay between these factors can be complex and unpredictable. Adverse economic conditions could have a material adverse effect
+on our business, financial condition and results of operations.
+
+ 
+
+ 65
+
+ 
+
+ 
+
+ 
+
+We
+would face strong competition from financial services companies and other companies that offer banking services.
+
+ 
+
+We
+would operate in the highly competitive financial services industry and face significant competition for customers from financial institutions
+located both within and beyond our principal markets. We compete with commercial banks, savings banks, credit unions, nonbank financial
+services companies and other financial institutions operating both within our market areas and nationally, and in respect of our digital
+currency initiative, we also compete with other entities in the digital currency industry, including a limited number of other banks
+providing services to the digital currency industry and digital currency exchanges. In addition, as customer preferences and expectations
+continue to evolve, technology has lowered barriers to entry and made it possible for banks to expand their geographic reach by providing
+services over the internet and for nonbanks to offer products and services traditionally provided by banks, such as automatic payment
+systems. The Banking industry is experiencing rapid changes in technology and, as a result, our future success will depend in part on
+our ability to address our customers needs by using technology. Customer loyalty can be influenced by a competitor s new
+products, especially offerings that could provide cost savings or a higher return to the customer. Increased lending activity of competing
+banks following the 2008–2009 economic downturn has also led to increased competitive pressures on loan rates and terms for high
+quality credits. We may not be able to compete successfully with other financial institutions in our markets, and we may have to pay
+higher interest rates to attract deposits, accept lower yields to attract loans and pay higher wages for new employees, resulting in
+lower net interest margins and reduced profitability.
+
+ 
+
+Many
+of our non-bank competitors are not subject to the same extensive regulations that govern our activities and may have greater flexibility
+in competing for business. The financial services industry could become even more competitive because of legislative, regulatory and
+technological changes and continued consolidation. In addition, some of our current commercial banking customers may seek alternative
+banking sources as they develop needs for credit facilities larger than we may be able to accommodate.
+
+ 
+
+Our
+inability to compete successfully in the markets in which we operate could have a material adverse effect on our business, financial
+condition or results of operations.
+
+ 
+
+We
+may not be able to measure and limit our credit risk adequately, which could lead to unexpected losses.
+
+ 
+
+The
+business of lending is inherently risky, including risks that the principal of or interest on any loan will not be repaid in a timely
+manner or at all or that the value of any collateral supporting the loan will be insufficient to cover our outstanding exposure. These
+risks may be affected by the financial condition of the borrower, the strength of the borrower s business sector and local, regional
+and national market and economic conditions. Many of our loans are made to small- to medium-sized businesses that may be less able to
+withstand competitive, economic and financial pressures than larger borrowers. Our risk management practices, such as monitoring the
+concentration of our loans within specific industries, and our credit approval practices may not adequately reduce credit risk. Further,
+our credit administration personnel, policies and procedures may not adequately adapt to changes in economic or any other conditions
+affecting customers and the quality of the loan portfolio. A failure to measure and limit the credit risk associated with our loan portfolio
+effectively could lead to unexpected losses and have a material adverse effect on our business, financial condition and results of operations.
+
+ 
+
+ 66
+
+ 
+
+ 
+
+ 
+
+Appraisals
+and other valuation techniques we use in evaluating and monitoring loans secured by real property, other real estate owned and repossessed
+personal property may not accurately describe the net value of the asset.
+
+ 
+
+In
+considering whether to make a loan secured by real property, we generally require an appraisal of the property. However, an appraisal
+is only an estimate of the value of the property at the time the appraisal is made and, as real estate values may change significantly
+in relatively short periods of time (especially in periods of heightened economic uncertainty), this estimate may not accurately describe
+the net value of the real property collateral after the loan is made. As a result, we may not be able to realize the full amount of any
+remaining indebtedness when we foreclose on and sell the relevant property. In addition, we rely on appraisals and other valuation techniques
+to establish the value of our other real estate owned, or OREO, and personal property that we acquire through foreclosure proceedings
+and to determine certain loan impairments. If any of these valuations are inaccurate, our combined and consolidated financial statements
+may not reflect the correct value of our OREO, and our allowance for loan losses may not reflect accurate loan impairments. This could
+have a material adverse effect on our business, financial condition or results of operations.
+
+ 
+
+In
+the case of defaults on loans secured by real estate, we may be forced to foreclose on the collateral, subjecting us to the costs and
+potential risks associated with the ownership of the real property, or consumer protection initiatives or changes in state or federal
+law that may substantially raise the cost of foreclosure or prevent us from foreclosing at all.
+
+ 
+
+Since
+we intend to originate loans secured by real estate, we may have to foreclose on the collateral property to protect our investment and
+may thereafter own and operate such property for some period, in which case we would be exposed to the risks inherent in the ownership
+of real estate. The amount that we, as a mortgagee, may realize after a default depends on factors outside of our control, including,
+but not limited to, general or local economic conditions, environmental cleanup liabilities, assessments, interest rates, real estate
+tax rates, operating expenses of the mortgaged properties, our ability to obtain and maintain adequate occupancy of the properties, zoning
+laws, governmental and regulatory rules, and natural disasters. Our inability to manage the amount of costs or size of the risks associated
+with the ownership of real estate, or write-downs in the value of other real estate owned, could have a material adverse effect on our
+business, financial condition and results of operations.
+
+ 
+
+Additionally,
+consumer protection initiatives or changes in state or federal law may substantially increase the time and expense associated with the
+foreclosure process or prevent us from foreclosing at all. Some states in recent years have either considered or adopted foreclosure
+reform laws that make it substantially more difficult and expensive for lenders to foreclose on properties in default. If new state or
+federal laws or regulations are ultimately enacted that significantly raise the cost of foreclosure or raise outright barriers, such
+laws could have a material adverse effect on our business, financial condition and results of operation.
+
+ 
+
+ 67
+
+ 
+
+ 
+
+ 
+
+We
+are subject to claims and litigation pertaining to intellectual property.
+
+ 
+
+Banking
+and other financial services companies, such as our Company, rely on technology companies to provide information technology products
+and services necessary to support their day-to-day operations. Technology companies frequently pursue litigation based on allegations
+of patent infringement or other violations of intellectual property rights. In addition, patent holding companies seek to monetize patents
+they have purchased or otherwise obtained. Competitors of our vendors, or other individuals or companies, may from time to time claim
+to hold intellectual property sold to us by our vendors. Such claims may increase in the future as the financial services sector becomes
+more reliant on information technology vendors. The plaintiffs in these actions frequently seek injunctions and substantial damages.
+
+ 
+
+Regardless
+of the scope or validity of such patents or other intellectual property rights, or the merits of any claims by potential or actual litigants,
+we may have to engage in protracted litigation. Such litigation is often expensive, time-consuming, disruptive to our operations and
+distracting to management. If we are found to infringe one or more patents or other intellectual property rights, we may be required
+to pay substantial damages or royalties to a third party. In certain cases, we may consider entering into licensing agreements for disputed
+intellectual property, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will
+not occur. These licenses may also significantly increase our operating expenses. If legal matters related to intellectual property claims
+were resolved against us or settled, we could be required to make payments in amounts that could have a material adverse effect on our
+business, financial condition and results of operations.
+
+ 
+
+Third
+parties may assert intellectual property claims relating to the holding and transfer of digital assets and their source code. Regardless
+of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in long-term viability
+or the ability of end-users to hold and transfer the currency may adversely affect an investment in digital currencies. Additionally,
+a meritorious intellectual property claim could prevent investors and other end-users from accessing, holding or transferring their digital
+currency, which could force the liquidation of holdings of such digital currency (if liquidation is possible). As a result, intellectual
+property claims against large digital currency participants could adversely affect the business and operations of digital currency exchanges
+as well as our own.
+
+ 
+
+We
+may not be able to protect our intellectual property rights, and may become involved in lawsuits to protect or enforce our intellectual
+property, which could be expensive, time consuming and unsuccessful.
+
+ 
+
+Competitors
+may violate our intellectual property rights. To counter infringement or unauthorized use, litigation may be necessary to enforce or
+defend our intellectual property rights, to protect our trade secrets and/or to determine the validity and scope of our own intellectual
+property rights or the proprietary rights of others. Such litigation can be expensive and time consuming, which could divert management
+resources and harm our business and financial results. Potential competitors may have the ability to dedicate greater resources to litigate
+intellectual property rights than we can. Accordingly, despite our efforts, we may not be able to prevent third parties from infringing
+upon or misappropriating our intellectual property.
+
+ 
+
+ 68
+
+ 
+
+ 
+
+ 
+
+We
+may be subject to environmental liabilities relating to the real properties we own and the foreclosure on real estate assets securing
+loans in our loan portfolio.
+
+ 
+
+In
+conducting our business, we may foreclose on and take title to real estate or otherwise be deemed to be in control of property that serves
+as collateral on loans we make. As a result, we could be subject to environmental liabilities with respect to those properties. We may
+be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred
+by these parties relating to environmental contamination, or we may be required to investigate or clean up hazardous or toxic substances
+or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition,
+if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages
+and costs resulting from environmental contamination emanating from the property.
+
+ 
+
+The
+cost of removal or abatement may substantially exceed the value of the affected properties or the loans secured by those properties,
+we may not have adequate remedies against the prior owners or other responsible parties and we may not be able to resell the affected
+properties either before or after completion of any such removal or abatement procedures. If material environmental problems are discovered
+before foreclosure, we generally will not foreclose on the related collateral or will transfer ownership of the loan to a subsidiary.
+It should be noted, however, that the transfer of the property or loans to a subsidiary may not protect us from environmental liability.
+Furthermore, despite these actions on our part, the value of the property as collateral will generally be substantially reduced or we
+may elect not to foreclose on the property and, as a result, we may suffer a loss upon collection of the loan. Any significant environmental
+liabilities could have a material adverse effect on our business, financial condition and results of operations.
+
+ 
+
+The
+Bank s mortgage warehouse division may not continue to provide us with significant noninterest income and interest income.
+
+ 
+
+A
+portion of our lending would involve the funding of single family residential mortgage loans originated by third party mortgage bankers.
+Mortgage warehouse fee income would fluctuate with mortgage warehouse activity. The residential mortgage business is highly competitive
+and highly susceptible to changes in market interest rates, consumer confidence levels, employment statistics, the capacity and willingness
+of secondary market purchasers to acquire and hold or securitize loans, and other factors beyond our control. Additionally, in many respects,
+the traditional mortgage origination business is relationship-based, and dependent on mortgage banker relationships. The loss one or
+more mortgage banker relationships could have the effect of reducing the level or rate of growth of our mortgage warehouse activity.
+Because of these factors, we cannot be certain that we will be able to maintain or increase the volume or percentage of revenue or net
+income produced by the mortgage warehouse business.
+
+ 
+
+The
+Bank s mortgage warehouse lending business may expose us to increased lending and other risks.
+
+ 
+
+Risks
+associated with the Bank s mortgage warehouse loans include risks relating to the mortgage bankers to which we provide funding,
+including the risk of intentional misrepresentation or fraud; changes in the market value of mortgage loans originated by the mortgage
+banker, the sale of which is the expected source of repayment of the warehouse funding we provide, due to changes in interest rates during
+the time in warehouse; and originations of mortgage loans that are unsalable or impaired, which could lead to decreased collateral value
+and the failure of a prospective purchaser of the mortgage loan to ultimately purchase the loan from the mortgage banker. Any one or
+a combination of these events may adversely affect our loan portfolio and may result in increased delinquencies, loan losses and increased
+future provision levels, which, in turn, could adversely affect our business, financial condition and results of operations.
+
+ 
+
+ 69
+
+ 
+
+ 
+
+ 
+
+A
+lack of liquidity could impair our ability to fund operations and adversely impact the Bank s business, financial condition and
+results of operations.
+
+ 
+
+Liquidity
+is essential to the Bank s business. We would rely on the Bank s ability to generate deposits and effectively manage the
+repayment and maturity schedules of our loans and investment securities, respectively, to ensure that we have adequate liquidity to fund
+our operations. An inability to raise funds through deposits, borrowings, sales of our investment securities, sales of loans or other
+sources could have a substantial negative effect on our liquidity and our ability to continue our growth strategy.
+
+ 
+
+Additional
+liquidity would be provided by the Bank s ability to borrow from the Federal Home Loan Bank of San Francisco, or the FHLB, and
+the Federal Reserve Bank of San Francisco, or the FRB. The Bank may also borrow funds from third-party lenders, such as other financial
+institutions. The Bank s access to funding sources in amounts adequate to finance or capitalize our activities, or on terms that
+are acceptable to us, could be impaired by factors that affect us directly or the financial services industry or economy in general,
+such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry.
+Our access to funding sources could also be affected by one or more adverse regulatory actions against us.
+
+ 
+
+Any
+decline in available funding could adversely impact the Bank s ability to originate loans, invest in securities, meet our expenses
+or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could, in turn, have a material
+adverse effect on our business, financial condition and results of operations.
+
+ 
+
+By
+engaging in derivative transactions, we would be exposed to additional credit and market risk.
+
+ 
+
+By
+engaging in derivative transactions, we would be exposed to counterparty credit and market risk. If the counterparty fails to perform,
+credit risk exists to the extent of the fair value gain in the derivative. Market risk exists to the extent that interest rates change
+in ways that are significantly different from what was modeled when we entered into the derivative transaction. The existence of credit
+and market risk associated with our derivative instruments could adversely affect our revenue and, therefore, could have a material adverse
+effect on our business, financial condition and results of operations.
+
+ 
+
+We
+would be dependent on the use of data and modeling in our management s decision-making, and faulty data or modeling approaches
+could negatively impact our decision-making ability or possibly subject us to regulatory scrutiny in the future.
+
+ 
+
+The
+use of statistical and quantitative models and other quantitative analyses is necessary for bank decision-making, and the employment
+of such analyses is becoming increasingly widespread in our operations.
+
+ 
+
+Liquidity
+stress testing, interest rate sensitivity analysis and the identification of possible violations of anti-money laundering regulations
+are all examples of areas in which we are dependent on models and the data that underlies them. The use of statistical and quantitative
+models is also becoming more prevalent in regulatory compliance. While we are not currently subject to annual Dodd-Frank Act stress testing
+and the Comprehensive Capital Analysis and Review submissions, we believe that model-derived testing may become more extensively implemented
+by regulators in the future.
+
+ 
+
+ 70
+
+ 
+
+ 
+
+ 
+
+We
+anticipate data-based modeling will penetrate further into bank decision-making, particularly risk management efforts, as the capacities
+developed to meet rigorous stress testing requirements are able to be employed more widely and in differing applications. While we believe
+these quantitative techniques and approaches improve our decision-making, they also create the possibility that faulty data or flawed
+quantitative approaches could negatively impact our decision-making ability or, if we become subject to regulatory stress-testing in
+the future, adverse regulatory scrutiny. Secondarily, because of the complexity inherent in these approaches, misunderstanding or misuse
+of their outputs could similarly result in suboptimal decision-making.
+
+ 
+
+The
+Bank s would be subject to interest rate risk as fluctuations in interest rates may adversely affect our earnings.
+
+ 
+
+Most
+of the Bank s banking assets and liabilities would be monetary in nature and subject to risk from changes in interest rates. Like
+most financial institutions, our earnings are significantly dependent on our net interest income, the principal component of our earnings,
+which is the difference between interest earned by us from our interest earning assets, such as loans and investment securities, and
+interest paid by us on our interest bearing liabilities, such as deposits and borrowings. We expect that we will periodically experience
+"gaps" in the interest rate sensitivities of our assets and liabilities, meaning that either our interest bearing liabilities
+will be more sensitive to changes in market interest rates than our interest earning assets, or vice versa. In either case, if market
+interest rates should move contrary to our position, this gap will negatively impact our earnings. The impact on earnings is more adverse
+when the slope of the yield curve flattens; that is, when short-term interest rates increase more than long-term interest rates or when
+long-term interest rates decrease more than short-term interest rates. Many factors impact interest rates, including governmental monetary
+policies, inflation, recession, changes in unemployment, the money supply, international economic weakness and disorder and instability
+in domestic and foreign financial markets. In addition, the Federal Reserve has stated its intention to end its quantitative easing program
+and has begun to reduce the size of its balance sheet by selling securities, which might also affect interest rates.
+
+ 
+
+Interest
+rate increases often result in larger payment requirements for the Bank s borrowers, which increases the potential for default
+and could result in a decrease in the demand for loans. At the same time, the marketability of the property securing a loan may be adversely
+affected by any reduced demand resulting from higher interest rates. In a declining interest rate environment, there may be an increase
+in prepayments on loans as borrowers refinance their loans at lower rates. In addition, in a low interest rate environment, loan customers
+often pursue long-term fixed rate borrowings, which could adversely affect our earnings and net interest margin if rates later increase.
+Changes in interest rates also can affect the value of loans, securities and other assets. An increase in interest rates that adversely
+affects the ability of borrowers to pay the principal or interest on loans may lead to an increase in nonperforming assets and a reduction
+of income recognized, which could have a material adverse effect on our results of operations and cash flows. Further, when we place
+a loan on nonaccrual status, we reverse any accrued but unpaid interest receivable, which decreases interest income. At the same time,
+we continue to incur costs to fund the loan, which is reflected as interest expense, without any interest income to offset the associated
+funding expense. Thus, an increase in the amount of nonperforming assets could have a material adverse impact on net interest income.
+If short-term interest rates remain at their historically low levels for a prolonged period and assuming longer-term interest rates fall
+further, we could experience net interest margin compression as our interest earning assets would continue to reprice downward while
+our interest bearing liability rates could fail to decline in tandem. Such an occurrence would reduce our net interest income and could
+have a material adverse effect on our business, financial condition and results of operations.
+
+ 
+
+ 71
+
+ 
+
+ 
+
+ 
+
+The
+potential cessation of LIBOR and the uncertainty over possible replacements for LIBOR may adversely affect the Bank s business.
+
+ 
+
+On
+July 27, 2017, the Chief Executive of the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced that it intends
+to stop persuading or compelling banks to submit rates for the calculation of LIBOR to the administrator of LIBOR after 2021. The announcement
+indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. It is impossible to predict
+whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR or whether any additional reforms
+to LIBOR may be enacted in the United Kingdom or elsewhere. The potential cessation of LIBOR quotes in 2021 and the uncertainty over
+possible replacement rates for LIBOR creates substantial risks to the Banking industry, including us.
+
+ 
+
+On
+April 3, 2018, the Federal Reserve Bank of New York commenced publication of three reference rates based on overnight U.S. Treasury repurchase
+agreement transactions, including the Secured Overnight Financing Rate, which has been recommended as an alternative to U.S. dollar LIBOR
+by the Alternative Reference Rates Committee. Further, the Bank of England is publishing a reformed Sterling Overnight Index Average,
+comprised of a broader set of overnight Sterling money market transactions, which has been selected by the Working Group on Sterling
+Risk-Free Reference Rates as the alternative rate to Sterling LIBOR. Central bank-sponsored committees in other jurisdictions, including
+Europe, Japan and Switzerland, have, or are expected to, select alternative reference rates denominated in other currencies. However,
+at this time, no consensus exists as to what rate or rates may become accepted alternatives to LIBOR and it is impossible to predict
+the cost of transitioning to or the effect of any such alternatives on the value of LIBOR-based securities or the outstanding loans with
+interest rates based on LIBOR that the Bank had made to borrowers, including certain of the Company s derivatives, other securities
+or financial arrangements given LIBOR s role in determining market interest rates globally. If a published LIBOR rate is unavailable
+after 2021, the interest rates on our subordinated debentures, which are currently based on the LIBOR rate, will be determined as set
+forth in the accompanying offering documents, and the value of such securities may be adversely affected. Uncertainty as to the nature
+of alternative reference rates and as to potential changes or other reforms to LIBOR could also cause confusion that could disrupt the
+capital and credit markets more broadly. Currently, the manner and impact of this transition and related developments, as well as the
+effect of an alternative reference rate on our future and legacy funding costs, loan and investment securities portfolios, asset-liability
+management and business, is uncertain.
+
+ 
+
+Any
+future failure to maintain effective internal control over financial reporting could impair the reliability of our financial statements,
+which in turn could harm our business, impair investor confidence in the accuracy and completeness of our financial reports and our access
+to the capital markets and cause the price of our common stock to decline and subject us to regulatory penalties.
+
+ 
+
+If
+we fail to maintain effective internal control over financial reporting, we may not be able to report our financial results accurately
+and in a timely manner, in which case our business may be harmed, investors may lose confidence in the accuracy and completeness of our
+financial reports, we could be subject to regulatory penalties and the price of our common stock may decline.
+
+ 
+
+ 72
+
+ 
+
+ 
+
+ 
+
+Our
+management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and
+reporting on that system of internal control. Our internal control over financial reporting consists of a process designed to provide
+reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
+in accordance with generally accepted accounting principles, or GAAP. As a public company, we will be required to comply with the Sarbanes-Oxley
+Act and other rules that govern public companies. We will be required to certify our compliance with Section 404 of the Sarbanes-Oxley
+Act beginning with our second annual report on Form 10-K, which will require us to furnish annually a report by management on the effectiveness
+of our internal control over financial reporting. In addition, our independent registered public accounting firm may be required to report
+on the effectiveness of our internal control over financial reporting beginning as of that second annual report on Form 10-K.
+
+ 
+
+The
+accuracy of our financial statements and related disclosures could be affected if the judgments, assumptions or estimates used in our
+critical accounting policies are inaccurate.
+
+ 
+
+The
+preparation of financial statements and related disclosures in conformity with GAAP requires us to make judgments, assumptions and estimates
+that affect the amounts reported in our consolidated financial statements and accompanying notes. Our critical accounting policies, which
+are included in the section captioned "Management s Discussion and Analysis of Financial Condition and Results of Operations"
+in this prospectus, describe those significant accounting policies and methods used in the preparation of our consolidated financial
+statements that we consider critical because they require judgments, assumptions and estimates that materially affect our consolidated
+financial statements and related disclosures. As a result, if future events or regulatory views concerning such analysis differ significantly
+from the judgments, assumptions and estimates in our critical accounting policies, those events or assumptions could have a material
+impact on our consolidated financial statements and related disclosures, in each case resulting in our need to revise or restate prior
+period financial statements, cause damage to our reputation and the price of our common stock and adversely affect our business, financial
+condition and results of operations.
+
+ 
+
+There
+could be material changes to our financial statements and disclosures if there are changes in accounting standards or regulatory interpretations
+of existing standards
+
+ 
+
+From
+time to time the FASB or the SEC may change the financial accounting and reporting standards that govern the preparation of our financial
+statements. Such changes may result in us being subject to new or changing accounting and reporting standards. In addition, the bodies
+that interpret the accounting standards (such as banking regulators or outside auditors) may change their interpretations or positions
+on how new or existing standards should be applied. These changes may be beyond our control, can be hard to predict and can materially
+impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new
+or revised standard retrospectively, or apply an existing standard differently and retrospectively, in each case resulting in our needing
+to revise or restate prior period financial statements, which could materially change our financial statements and related disclosures,
+cause damage to our reputation and the price of our common stock, and adversely affect our business, financial condition and results
+of operations.
+
+ 
+
+ 73
+
+ 
+
+ 
+
+ 
+
+We
+could recognize losses on investment securities held in our securities portfolio, particularly if interest rates increase or economic
+and market conditions deteriorate.
+
+ 
+
+We
+invest a percentage of our total assets in investment securities with the primary objectives of providing a source of liquidity, providing
+an appropriate return on funds invested, managing interest rate risk and meeting pledging requirements. Factors beyond our control can
+significantly and adversely influence the fair value of securities in our portfolio. For example, fixed-rate securities are generally
+subject to decreases in market value when interest rates rise. Additional factors include, but are not limited to, rating agency downgrades
+of the securities, defaults by the issuer or individual borrowers with respect to the underlying securities and instability in the credit
+markets. Any of the foregoing factors could cause other-than-temporary impairment in future periods and result in realized losses. The
+process for determining whether impairment is other-than-temporary usually requires difficult, subjective judgments about the future
+financial performance of the issuer and any collateral underlying the security to assess the probability of receiving all contractual
+principal and interest payments on the security. Because of changing economic and market conditions affecting interest rates, the financial
+condition of issuers of the securities and the performance of the underlying collateral, we may recognize realized and/or unrealized
+losses in future periods, which could have a material adverse effect on our business, financial condition and results of operations.
+
+ 
+
+We
+are subject to certain operational risks, including, but not limited to, customer, employee or third-party fraud and data processing
+system failures and errors.
+
+ 
+
+Employee
+errors and employee or customer misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation.
+Misconduct by our employees could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of our
+customers or improper use of confidential information. It is not always possible to prevent employee errors and misconduct, and the precautions
+we take to prevent and detect this activity may not be effective in all cases. Employee errors could also subject us to financial claims
+for negligence.
+
+ 
+
+We
+maintain a system of internal controls to mitigate operational risks, including data processing system failures and errors and customer
+or employee fraud, as well as insurance coverage designed to protect us from material losses associated with these risks, including losses
+resulting from any associated business interruption. If our internal controls fail to prevent or detect an occurrence, or if any resulting
+loss is not insured or exceeds applicable insurance limits, it could adversely affect our business, financial condition and results of
+operations.
+
+ 
+
+In
+addition, we rely heavily upon information supplied by third parties, including the information contained in credit applications, property
+appraisals, title information and employment and income documentation, in deciding which loans we will originate, as well as the terms
+of those loans. If any of the information upon which we rely is misrepresented, either fraudulently or inadvertently, and the misrepresentation
+is not detected prior to loan funding, the value of the loan may be significantly lower than expected, or we may fund a loan that we
+would not have funded or on terms that do not comply with our general underwriting standards. Whether a misrepresentation is made by
+the applicant or another third party, we generally bear the risk of loss associated with the misrepresentation. A loan subject to a material
+misrepresentation is typically unsellable or subject to repurchase if it is sold prior to detection of the misrepresentation. The sources
+of the misrepresentations are often difficult to locate, and it is often difficult to recover any of the resulting monetary losses we
+may suffer, which could adversely affect our business, financial condition and results of operations.
+
+ 
+
+ 74
+
+ 
+
+ 
+
+ 
+
+We
+rely heavily on our executive management team and other key employees, and we could be adversely affected by the unexpected loss of their
+services.
+
+ 
+
+We
+are led by an experienced core management team with substantial experience in the markets that we serve, and our operating strategy focuses
+on providing products and services through long-term relationship managers and ensuring that our largest clients have relationships with
+our senior management team. Accordingly, our success depends in large part on the performance of these key personnel, as well as on our
+ability to attract, motivate and retain highly qualified senior and middle management. Competition for employees is intense and the process
+of locating key personnel with the combination of skills and attributes required to execute our business plan may be lengthy. If any
+of our executive officers, other key personnel or directors leaves us or our Bank, our financial condition and results of operations
+may suffer because of his or her skills, knowledge of our market, years of industry experience and the difficulty of promptly finding
+qualified personnel to replace him or her.
+
+ 
+
+Negative
+public opinion regarding the Company or failure to maintain our reputation in the communities we serve could adversely affect our business
+and prevent us from growing our business.
+
+ 
+
+As
+a community bank and service provider to the digital currency industry, our Bank s reputation within the communities we serve is
+critical to our success. We believe we have built strong personal and professional relationships with our customers and are active members
+of the communities we serve. As such, we strive to enhance our reputation by recruiting, hiring and retaining employees who share our
+core values of being an integral part of the communities we serve and delivering superior service to our customers. If our reputation
+is negatively affected by the actions of our employees or otherwise, including because of a successful cyberattack against us or other
+unauthorized release or loss of customer information, we may be less successful in attracting new talent and customers or may lose existing
+customers, and our business, financial condition and results of operations could be adversely affected. In addition, if the reputation
+of the digital currency industry as a whole is harmed, including due to events such as cybersecurity breaches, scams perpetrated by bad
+actors or other unforeseen developments as a result of the evolving regulatory landscape of the digital currency industry, our reputation
+may be negatively affected due to our connection with the digital currency industry, which could adversely affect our business, financial
+condition and results of operations. Our exposure to and interactions with the digital currency industry put us at a higher risk of media
+attention and scrutiny. Further, negative public opinion can expose us to litigation and regulatory action and delay and impede our efforts
+to implement our expansion strategy, which could further adversely affect our business, financial condition and results of operations.
+
+ 
+
+We
+may not be able to raise the additional capital needed, in absolute terms or on terms acceptable to us, to fund our growth in the future
+if we continue to grow at our current pace.
+
+ 
+
+After
+giving effect to this offering, we believe that we will have sufficient capital to meet our capital needs for our immediate growth plans.
+However, we will continue to need capital to support our longer-term growth plans. If capital is not available on favorable terms when
+we need it, we will have to either issue common stock or other securities on less than desirable terms or reduce our rate of growth until
+market conditions become more favorable. Either of such events could have a material adverse effect on our business, financial condition
+and results of operations.
+
+ 
+
+ 75
+
+ 
+
+ 
+
+ 
+
+Risks
+Related to Regulation
+
+ 
+
+There
+is substantial legal and regulatory uncertainty regarding the regulation of digital currencies and digital currency activities. This
+uncertainty or adverse regulatory changes may inhibit the growth of the digital currency industry, including our customers, and therefore
+have a material adverse effect on the digital currency initiative.
+
+ 
+
+The
+U.S. Congress, U.S. state legislatures, and a number of U.S. federal and state regulators and law enforcement agencies, including FinCEN,
+U.S. federal banking regulators, SEC, CFTC, the Financial Industry Regulatory Authority, or FINRA, the Consumer Financial Protection
+Bureau, or CFPB, the Department of Justice, the Department of Homeland Security, the Federal Trade Commission, the Federal Bureau of
+Investigation, the Internal Revenue Service, or the IRS, and state banking regulators, state financial services regulators, and states
+attorney generals, have been examining the operations of digital currency networks, exchanges, and digital currency businesses, with
+particular focus on the extent to which digital currencies can be used for illegal activities, including but not limited to laundering
+the proceeds of illegal activities, funding criminal or terrorist enterprises, engaging in fraudulent activities (see "—Risks
+Related to the Digital Currency Industry"), as well as whether and the extent to which digital currency businesses should be subject
+to existing or new regulation, including those applicable to banks, securities intermediaries, derivatives intermediaries, or money transmitters.
+
+ 
+
+For
+example, FinCEN requires firms engaged in the business of administration, exchange, or transmission of a virtual currency to register
+with FinCEN under its money services business licensing regime. The New York DFS has established a licensing regime for businesses involved
+in virtual currency business activity in or involving New York, commonly known as BitLicense regime. The SEC and CFTC have each issued
+formal and informal guidance on the applicability of securities and derivatives regulations to digital currencies and digital currency
+activities. The SEC has suggested that, depending on the circumstances, an initial coin offering, or ICO, may constitute securities offerings
+subject to the provisions of the Securities Act of 1933, as amended, or the Securities Act, and the Securities Exchange Act of 1934,
+as amended, or the Exchange Act, and that some ICOs in the past have been illegal, which could, in turn, result in regulatory actions
+or other scrutiny against our customers or us. The SEC has also stated that venues that permit trading of tokens that are deemed securities
+are required to either register as national securities exchanges under Section 6 of the Exchange Act or obtain an exemption. If we or
+any of our digital currency customers are subject to regulatory actions relating to illegal securities offerings or are required to register
+as a national securities exchange under the Exchange Act, we may experience a substantial loss of deposits and our business may be materially
+adversely affected.
+
+ 
+
+Many
+state and federal agencies have also issued consumer advisories regarding the risks posed to users and investors in digital currencies.
+U.S. federal and state legislatures, regulators and law enforcement agencies continue to develop views and approaches to a wide variety
+of digital currencies and activities involved in digital currencies and it is likely that, as the legal and regulatory landscape develops,
+additional regulatory requirements could apply to digital currency businesses, including our digital currency customers and us. U.S.
+state and federal, and foreign regulators and legislatures have taken legal actions against digital currency businesses or adopted restrictions
+in response to adverse publicity arising from hacks, consumer harm, criminal activity, or other activities related to digital currencies.
+Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the nature of the digital currency industry
+or the ability of our customers to continue to operate. This may significantly impede the viability or growth of our existing funding
+sources based on deposits from digital currency business as well as our digital currency initiative. In addition, we may become subject
+to additional regulatory scrutiny as a result of certain aspects of our growth strategy, including our plans to develop credit products
+for the purchase of digital currency, custodian services and to expand our international customer base.
+
+ 
+
+ 76
+
+ 
+
+ 
+
+ 
+
+Digital
+currencies and digital currency related activities also currently face an uncertain regulatory landscape in many foreign jurisdictions
+such as the European Union, China, the United Kingdom, Australia, Japan, Russia, Israel, Poland, India, Hong Kong, Canada and Singapore.
+Various foreign jurisdictions may adopt laws regulations or directives that affect digital currencies. Such laws, regulations or directives
+may conflict with those of the United States and may negatively impact the acceptance of digital currencies by users, merchants and service
+providers outside the United States and may therefore impede the growth or sustainability of the digital currency industry in these jurisdictions
+as well as in the United States and elsewhere, or otherwise negatively affect the digital currency industry or our customers, which may
+adversely affect our digital currency initiative and could therefore result in a material adverse effect on our business, financial condition,
+results of operations and growth prospects.
+
+ 
+
+Legislative
+and regulatory actions taken now or in the future may increase our costs and impact our business, governance structure, financial condition
+or results of operations.
+
+ 
+
+Economic
+conditions that contributed to the financial crisis in 2008, particularly in the financial markets, resulted in government regulatory
+agencies and political bodies placing increased focus and scrutiny on the financial services industry. The Dodd-Frank Act, which was
+enacted in 2010 as a response to the financial crisis, significantly changed the regulation of financial institutions and the financial
+services industry. The Dodd-Frank Act and the regulations thereunder have affected both large and small financial institutions. The Dodd-Frank
+Act, among other things, imposed new capital requirements on bank holding companies; changed the base for FDIC insurance assessments
+to a bank s average consolidated total assets minus average tangible equity, rather than upon its deposit base; raised the standard
+deposit insurance limit to $250,000; and expanded the FDIC s authority to raise insurance premiums. The Dodd-Frank Act established
+the CFPB as an independent entity within the Federal Reserve, which has broad rulemaking authority over consumer financial products and
+services, including deposit products, residential mortgages, home-equity loans and credit cards, and contains provisions on mortgage-related
+matters, such as steering incentives, determinations as to a borrower s ability to repay and prepayment penalties. Compliance with
+the Dodd-Frank Act and its implementing regulations has and may continue to result in additional operating and compliance costs that
+could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
+
+ 
+
+On
+May 24, 2018, President Trump signed into law the "Economic Growth, Regulatory Relief and Consumer Protection Act," or the
+Regulatory Relief Act, which amends parts of the Dodd-Frank Act, as well as other laws that involve regulation of the financial industry.
+While the Regulatory Relief Act keeps in place fundamental aspects of the Dodd-Frank Act s regulatory framework, it does make regulatory
+changes that are favorable to depository institutions with assets under $10 billion, such as the Bank, and to bank holding companies,
+or BHCs, with total consolidated assets of less than $10 billion, such as the Company, and also makes changes to consumer mortgage and
+credit reporting regulations and to the authorities of the agencies that regulate the financial industry. These and other changes are
+more fully discussed under "Supervision and Regulation—The Regulatory Relief Act." Certain provisions of the Regulatory
+Relief Act favorable to the Company and the Bank require the federal banking agencies to either promulgate regulations or amend existing
+regulations, and it may take some time for these agencies to implement the necessary regulations or amendments.
+
+ 
+
+ 77
+
+ 
+
+ 
+
+ 
+
+Federal
+and state regulatory agencies frequently adopt changes to their regulations or change the way existing regulations are applied. Regulatory
+or legislative changes to laws applicable to the financial industry, if enacted or adopted, may impact the profitability of our business
+activities, require more oversight or change certain of our business practices, including the ability to offer new products, obtain financing,
+attract deposits, make loans and achieve satisfactory interest spreads and could expose us to additional costs, including increased compliance
+costs. These changes also may require us to invest significant management attention and resources to make any necessary changes to operations
+to comply and could have a material adverse effect on our business, financial condition and results of operations.
+
+ 
+
+Changes
+in tax laws and regulations, or changes in the interpretation of existing tax laws and regulations, may have a material adverse effect
+on our business, financial condition, results of operations and growth prospects.
+
+ 
+
+We
+operate in an environment that imposes income taxes on our operations at both the federal and state levels to varying degrees. We engage
+in certain strategies to minimize the impact of these taxes. Consequently, any change in tax laws or regulations, or new interpretation
+of existing laws or regulations, could significantly alter the effectiveness of these strategies.
+
+ 
+
+In
+December 2017, the Tax Act was signed into law. The act includes numerous changes to existing U.S. federal income tax law, including
+a reduction in the federal corporate income tax rate from 35% to 21%, which took effect January 1, 2018. The reduction in the federal
+corporate income tax rate resulted in an impairment of our net deferred tax asset based on our reevaluation of the future tax benefit
+of these deferrals using the lower tax rate.
+
+ 
+
+Because
+of the Dodd-Frank Act and related rulemaking, the Bank and the Company are subject to more stringent capital requirements.
+
+ 
+
+In
+July 2013, the U.S. federal banking authorities approved the implementation of regulatory capital reforms of the Basel Committee on Banking
+Supervision, which is referred to as Basel III, and issued rules effecting certain changes required by the Dodd-Frank Act. Basel III
+is applicable to all U.S. banks that are subject to minimum capital requirements as well as to bank and saving and loan holding companies
+other than those subject to the Federal Reserve s Small Bank Holding Company Policy Statement. The Small Bank Holding Company Policy
+Statement currently applies to certain holding companies with consolidated assets of less than $3.0 billion that do not have a material
+amount of SEC-registered debt or equity securities outstanding. While the Company is exempt from the consolidated capital requirements
+at June 30, 2019, it will not be eligible for the Small Bank Holding Company Policy Statement upon the issuance of the equity securities
+that are the subject of this registration statement.
+
+ 
+
+Relative
+to the capital requirements that predated it, Basel III increased most of the required minimum regulatory capital ratios and introduced
+a new common equity Tier 1 capital ratio and the concept of a capital conservation buffer. Basel III also narrowed the definition of
+capital by establishing additional criteria that capital instruments must meet to be considered additional Tier 1 and Tier 2 capital.
+The Basel III capital rules became effective as applied to the Bank on January 1, 2015 and to the Company on January 1, 2018 prior to
+the amendment to the Small Bank Holding Company Statement discussed above. See "Supervision and Regulation—Capital Adequacy
+Guidelines."
+
+ 
+
+Certain
+ratios calculated under the Basel III rules are sensitive to changes in total deposits, including the minimum leverage ratio that is
+discussed further under "Supervision and Regulation—Capital Adequacy Guidelines." Due to the potential volatility of
+deposits related to our Digital Currency Initiative, the Bank may be at increased risk of a sudden adverse change in these ratios.
+
+ 
+
+ 78
+
+ 
+
+ 
+
+ 
+
+The
+failure to meet applicable regulatory capital requirements could result in one or more of the Bank s regulators placing limitations
+or conditions on our activities, including our growth initiatives, or restricting the commencement of new activities, and could affect
+customer and investor confidence, our costs of funds and FDIC insurance costs, our ability to pay dividends on our common stock, our
+ability to make acquisitions, and our business, results of operations and financial condition.
+
+ 
+
+Federal
+banking agencies periodically conduct examinations of our business, including our compliance with laws and regulations, and our failure
+to comply with any supervisory actions to which we are or become subject based on such examinations could adversely affect us.
+
+ 
+
+As
+part of the Bank regulatory process, the Federal Reserve and the California Department of Business Oversight, Division of Financial Institutions,
+or the DBO, periodically conduct examinations of our business, including compliance with laws and regulations. If, based on an examination,
+one of these federal banking agencies were to determine that the financial condition, capital resources, asset quality, earnings prospects,
+management, liquidity, asset sensitivity, risk management or other aspects of any of our operations have become unsatisfactory, or that
+the Company, the Bank or their respective management were in violation of any law or regulation, it may take such remedial actions as
+it deems appropriate. These actions include the power to enjoin unsafe or unsound practices, to require affirmative actions to correct
+any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct
+an increase in our capital levels, to restrict our growth, to assess civil monetary penalties against us, the Bank or their respective
+officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is
+an imminent risk of loss to depositors, to terminate the Bank s deposit insurance. If the Bank become subject to such regulatory
+actions, our business, financial condition, results of operations and reputation could be adversely affected.
+
+ 
+
+Our
+regulators may limit current or planned activities related to the digital currency industry.
+
+ 
+
+The
+digital currency industry is relatively new and is subject to significant risks. The digital currency initiative involves customers and
+activities with which regulators, including our primary banking regulators the Federal Reserve and DBO, may be less familiar and which
+they may consider higher risk than those involving more established industries. While we have consulted, and will continue to consult
+with, our regulators regarding our activities involving digital currency industry customers and the digital currency initiative, in the
+future a regulator may determine to limit or restrict one or more of these activities. Such actions could have a material adverse effect
+on our business, financial condition, or results of operations.
+
+ 
+
+Financial
+institutions, such as the Bank, face risks of noncompliance and enforcement actions related to the BSA and other anti-money laundering
+statutes and regulations (in particular, as such statutes and regulations relate to the digital currency industry).
+
+ 
+
+The
+BSA, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or
+the USA PATRIOT Act, FinCEN and other laws and regulations require financial institutions, among other duties, to institute and maintain
+an effective anti-money laundering program and file suspicious activity and currency transaction reports as appropriate. To administer
+the Bank Secrecy Act, FinCEN is authorized to impose significant civil money penalties for violations of those requirements and has recently
+engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice,
+Drug Enforcement Administration and the IRS. There is also increased scrutiny of compliance with the sanctions programs and rules administered
+and enforced by the Treasury Department s Office of Foreign Assets Control.
+
+ 
+
+ 79
+
+ 
+
+ 
+
+ 
+
+The
+Bank s compliance with the anti-money laundering laws is in part dependent on our ability to adequately screen and monitor our
+customers for their compliance with these laws. Customers associated with our digital currency initiative may represent an increased
+compliance risk given the prevalence of money laundering activities using digital currencies. We intend to develop enhanced procedures
+to screen and monitor these customers, which include, but are not limited to, system monitoring rules tailored to digital currency activities,
+a system of "red flags" specific to various customer types and activities, the development of and investment in proprietary
+technology tools to supplement our third-party transaction monitoring system, customer risk scoring with risk factors specific to the
+digital-currency industry, and the use of various blockchain monitoring tools. We believe these enhanced procedures adequately screen
+and monitor our customers associated with the digital currency initiative for their compliance with anti-money laundering laws; however,
+given the rapid developments in digital currency markets and technologies, there can be no assurance that these enhanced procedures will
+be adequate to detect or prevent money laundering activity. If regulators determine that the Bank s enhanced procedures are insufficient
+to address the financial crimes risks posed by digital currencies, the digital currency initiative may be adversely affected, which could
+have a material adverse effect on our business, financial condition and results of operations.
+
+ 
+
+To
+comply with regulations, guidelines and examination procedures in this area, the Bank intend to dedicate significant resources to its
+anti-money laundering program. If the Bank s policies, procedures and systems are deemed deficient, we could be subject to liability,
+including fines and regulatory actions such as restrictions on our ability to pay dividends and the inability to obtain regulatory approvals
+to proceed with certain aspects of our business plans, including acquisitions and de novo branching.
+
+ 
+
+We
+are subject to anticorruption laws, including the U.S. Foreign Corrupt Practices Act, or FCPA, and we may be subject to other anti-corruption
+laws, as well as anti-money laundering and sanctions laws and other laws governing our operations, to the extent our business expands
+to non-U.S. jurisdictions. If we fail to comply with these laws, we could be subject to civil or criminal penalties, other remedial measures,
+and legal expenses, which could adversely affect our business, financial condition and results of operations.
+
+ 
+
+We
+continue to pursue deposit sourcing opportunities outside of the United States. We are currently subject to anti-corruption laws, including
+the FCPA. The FCPA and other applicable anti-corruption laws generally prohibit us, our employees and intermediaries from bribing, being
+bribed or making other prohibited payments to government officials or other persons to obtain or retain business or gain other business
+advantages. We may also participate in collaborations and relationships with third parties whose actions could potentially subject us
+to liability under the FCPA or other jurisdictions anti-corruption laws. There is no assurance that we will be completely effective
+in ensuring our compliance with all applicable anti-corruption laws, including the FCPA. If we are not in compliance with the FCPA or
+other anti-corruption laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures,
+and legal expenses, which could have an adverse impact on our business, financial condition and results of operations. Similarly, any
+investigation of any potential violations of the FCPA or other anti-corruption laws by authorities in the United States or other jurisdictions
+where we conduct business could also have an adverse impact on our reputation, business, financial condition and results of operations.
+
+ 
+
+ 80
+
+ 
+
+ 
+
+ 
+
+We
+are subject to numerous laws and regulations, designed to protect consumers, including the Community Reinvestment Act and fair lending
+laws, and failure to comply with these laws or regulations could lead to a wide variety of sanctions.
+
+ 
+
+The
+Community Reinvestment Act, or CRA, directs all insured depository institutions to help meet the credit needs of the local communities
+in which they are located, including low- and moderate-income neighborhoods. Each institution is examined periodically by its primary
+federal regulator, which assesses the institution s performance. The Equal Credit Opportunity Act, the Fair Housing Act and other
+fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. The CFPB, the U.S. Department
+of Justice and other federal agencies are responsible for enforcing these laws and regulations. The CFPB was created under the Dodd-Frank
+Act to centralize responsibility for consumer financial protection with broad rulemaking authority to administer and carry out the purposes
+and objectives of federal consumer financial laws with respect to all financial institutions that offer financial products and services
+to consumers. The CFPB is also authorized to prescribe rules applicable to any covered person or service provider, identifying and prohibiting
+acts or practices that are "unfair, deceptive, or abusive" in any transaction with a consumer for a consumer financial product
+or service, or
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/GTBIF_green_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/GTBIF_green_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/GTBIF_green_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/GTII_global_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/GTII_global_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/GTII_global_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/HIPOW_hippo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/HIPOW_hippo_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/HIPOW_hippo_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/HLMN_hillman_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/HLMN_hillman_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..377f6fb0db3aab72ad359355033269fc908b9712
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/HLMN_hillman_prospectus_summary.txt
@@ -0,0 +1,829 @@
+SUMMARY OF THE PROSPECTUS
+This summary highlights selected information from this prospectus and does not contain all of the information that is important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included in this prospectus. Before making your investment decision with respect to our securities, you should carefully read this entire prospectus, including the information under Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations of Hillman, Management s Discussion and Analysis of Financial Condition and Results of Operations of Landcadia, Unaudited Pro Forma Condensed Combined Financial Information and the financial statements included elsewhere in this prospectus.
+The Company
+Hillman and its wholly-owned subsidiaries are among the largest providers of hardware related products and related merchandising services to retail markets in North America. Our principal business is operated through our wholly-owned subsidiary, The Hillman Group, Inc. and its wholly-owned subsidiaries. We sell our products to hardware stores, home centers, mass merchants, pet supply stores, and other retail outlets principally in the United States, Canada, Mexico, Latin America, and the Caribbean. Product lines include thousands of small parts such as fasteners and related hardware items; threaded rod and metal shapes; keys, key duplication systems, and accessories; builder s hardware; personal protective equipment, such as gloves and eye-wear; and identification items, such as tags and letters, numbers, and signs. We support product sales with services that include design and installation of merchandising systems, maintenance of appropriate in-store inventory levels, and break-fix for our robotics kiosks.
+Our headquarters are located at 10590 Hamilton Avenue, Cincinnati, Ohio. We maintain a website at www.hillmangroup.com. Information contained or linked on our website is not incorporated by reference into this prospectus and should not be considered a part of this prospectus.
+Background
+Hillman Solutions Corp., a Delaware corporation (the Company ), was originally named Landcadia Holdings III, Inc., a Delaware corporation ( Landcadia ), and was established as a special purpose acquisition company, which completed its initial public offering in October 2020. Landcadia was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, and, prior to the Business Combination, the Company was a shell company as defined under the Securities Exchange Act of 1934, as amended (the Exchange Act ), because it had no operations and nominal assets consisting almost entirely of cash.
+On July 14, 2021, Landcadia consummated the Business Combination pursuant to the terms of the Merger Agreement, including the merger of Merger Sub with and into Hillman Holdco, with Hillman Holdco continuing as the surviving corporation and as a wholly-owned subsidiary of Hillman, in accordance with the terms of the Merger Agreement.
+In connection with the Closing, Landcadia changed its name to Hillman Solutions Corp. and each outstanding share of Class A common stock, including any shares of Class B common stock that were converted into shares of Class A common stock, were redesignated as common stock. We continued the listing of our common stock and public warrants on the Nasdaq Stock Market under the symbols HLMN and HLMNW , respectively. Prior to the Closing, our Class A common stock, public warrants and units were listed on the Nasdaq Stock Market under the symbols LCY , LCYAW and LCYAU , respectively.
+The rights of holders of our common stock and warrants are governed by our third amended and restated certificate of incorporation, our amended and restated bylaws and the Delaware General Corporation Law (the DGCL ), and in the case of the warrants, the Amended and Restated Warrant Agreement, dated November 13, 2020 by and between Landcadia and Continental Stock Transfer & Trust Company, as warrant agent. See the sections entitled Description of Securities and Selling Securityholders. 
+Risk Factors
+Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled Risk Factors , which represent challenges that we face in connection with the successful implementation of our strategy and growth of our business. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or 
+
+5
+
+Table of Contents
+
+circumstances, may have a material adverse effect on our business, cash flows, financial condition and results of operations. Some of the risks related Hillman s business and industry are summarized below. References in the summary below to we , us , our and the Company generally refer to Landcadia prior to the Business Combination or Hillman in the present tense.
+ Unfavorable economic conditions may adversely affect our business, results of operations, financial condition, and cash flows.
+ The COVID-19 pandemic has had a material impact on our business and could have a further material adverse effect on our business, financial condition and results of operations.
+ We operate in a highly competitive industry, which may have a material adverse effect on our business, financial condition, and results of operations.
+ To compete successfully, we must develop and commercialize a continuing stream of innovative new products that create consumer demand.
+ Our business may be adversely affected by seasonality.
+ Because our business is working capital intensive, we rely on our ability to manage our product purchasing and customer credit policies.
+ We are subject to inventory management risks; insufficient inventory may result in lost sales opportunities or delayed revenue, while excess inventory may harm our gross margins.
+ We have substantial fixed costs and, as a result, our operating income is sensitive to changes in our net sales.
+ Large customer concentration and the inability to penetrate new channels of distribution could adversely affect our business.
+ Successful sales and marketing efforts depend on our ability to recruit and retain qualified employees.
+ We are exposed to adverse changes in currency exchange rates.
+ Our results of operations could be negatively impacted by inflation or deflation in the cost of raw materials, freight, and energy.
+ We are subject to the risks of doing business internationally.
+ Our business is subject to risks associated with sourcing product from overseas.
+ Acquisitions have formed a significant part of our growth strategy in the past and may continue to do so. If we are unable to identify suitable acquisition candidates, successfully integrate an acquired business, or obtain financing needed to complete an acquisition, our growth strategy may not succeed.
+ If we were required to write down all or part of our goodwill or indefinite-lived trade names, our results of operations could be materially adversely affected.
+ Our success is highly dependent on information and technology systems.
+ Unauthorized disclosure of sensitive or confidential customer, employee, supplier, or Company information, whether through a breach of our computer systems, including cyber-attacks or otherwise, could severely harm our business.
+ Failure to adequately protect intellectual property could adversely affect our business.
+
+6
+
+Table of Contents
+
+ Our success depends in part on our ability to operate without infringing or misappropriating the proprietary rights of others, and if we are unable to do so we may be liable for damages.
+ Recent changes in United States patent laws may limit our ability to obtain, defend, and or enforce our patents.
+ Regulations related to conflict minerals could adversely impact our business.
+ Future changes in financial accounting standards may significantly change our reported results of operations.
+ Future tax law changes and tax audits may materially increase our prospective income tax expense.
+ We are subject to legal proceedings and legal compliance risks.
+ Increases in the cost of employee health benefits could impact our financial results and cash flows.
+ If we become subject to material liabilities under our self-insured programs, our financial results may be adversely affected.
+ We occupy most of our locations under long-term non-cancelable leases. We may be unable to renew leases on favorable terms or at all. Also, if we close a location, we may remain obligated under the applicable lease.
+ Upon consummation of the Business Combination, we will have significant indebtedness that could affect operations and financial condition and prevent us from fulfilling our obligations under our indebtedness.
+ We are subject to fluctuations in interest rates.
+ Restrictions imposed by our senior secured credit facilities and our other outstanding indebtedness, may limit our ability to operate our business and to finance our future operations or capital needs or to engage in other business activities.
+ We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
+ Our ability to repay our debt is affected by the cash flow generated by our subsidiaries.
+ Volatility and weakness in bank and capital markets may adversely affect credit availability and related financing costs for us.
+
+Corporate Information
+Our principal executive offices are located at 10590 Hamilton Avenue, Cincinnati, OH 45231. Our telephone number is (513) 851-4900, and our website address is www.hillmangroup.com. Information contained on our website or connected thereto is provided for textual reference only and does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part.
+SUMMARY HISTORICAL FINANCIAL INFORMATION OF HILLMAN
+Hillman is providing the following summary historical financial information to assist you in your analysis of the financial aspects of the Business Combination.
+Hillman s balance sheet data as of June 26, 2021 and statement of operations data for the twenty-six weeks ended June 26, 2021 and June 27, 2020, are derived from Hillman s unaudited financial statements included elsewhere in this proxy prospectus. Hillman s balance sheet data for the years ended December 26, 2020 and December 28, 2019 and statement of operations data as of and for the years ended December 26, 2020, December 28, 2019 and December 29, 2018 are derived from Hillman s audited financial statements included in this prospectus.
+
+7
+
+Table of Contents
+
+The information should be read in conjunction with Hillman s financial statements and related notes and Management s Discussion and Analysis of Financial Condition and Results of Operations of Hillman contained elsewhere in this prospectus. Hillman s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a fiscal year.
+ 
+ 
+Twenty-six
+ 
+Twenty-six
+ 
+ 
+ 
+ 
+Year Ended
+ 
+Year Ended
+
+ 
+ 
+Weeks Ended
+ 
+Weeks Ended
+ 
+Year Ended
+ 
+December 28,
+ 
+December 29,
+
+ 
+ 
+June 26,
+ 
+June 27,
+ 
+December 26,
+ 
+2019
+ 
+2018
+
+ 
+ 
+2021
+ 
+2020
+ 
+2020
+ 
+As Restated
+ 
+As Restated
+
+Statement of Operations Data:
+ 
+(in thousands, except share and per share amounts)
+
+Net sales
+ 
+$
+ 716,996
+ 
+$
+ 642,546
+ 
+$
+ 1,368,295
+ 
+$
+ 1,214,362
+ 
+$
+ 974,175
+
+Cost of sales (exclusive of depreciation and amortization shown separately below)
+ 
+ 
+ 417,265
+ 
+ 
+ 362,813
+ 
+ 
+ 781,815
+ 
+ 
+ 693,881
+ 
+ 
+ 537,885
+
+Selling, general and administrative expenses
+ 
+ 
+ 214,841
+ 
+ 
+ 184,723
+ 
+ 
+ 398,472
+ 
+ 
+ 382,131
+ 
+ 
+ 320,543
+
+Depreciation
+ 
+ 
+ 31,611
+ 
+ 
+ 34,747
+ 
+ 
+ 67,423
+ 
+ 
+ 65,658
+ 
+ 
+ 46,060
+
+Amortization
+ 
+ 
+ 30,323
+ 
+ 
+ 29,713
+ 
+ 
+ 59,492
+ 
+ 
+ 58,910
+ 
+ 
+ 44,572
+
+Management fees to related party
+ 
+ 
+ 214
+ 
+ 
+ 321
+ 
+ 
+ 577
+ 
+ 
+ 562
+ 
+ 
+ 546
+
+Other (income) expense
+ 
+ 
+ (2,547)
+ 
+ 
+ 55
+ 
+ 
+ (5,250)
+ 
+ 
+ 5,525
+ 
+ 
+ (2,874)
+
+Income from operations
+ 
+ 
+ 25,289
+ 
+ 
+ 30,174
+ 
+ 
+ 65,766
+ 
+ 
+ 7,695
+ 
+ 
+ 27,443
+
+Interest expense, net
+ 
+ 
+ 38,178
+ 
+ 
+ 47,058
+ 
+ 
+ 86,774
+ 
+ 
+ 101,613
+ 
+ 
+ 70,545
+
+Interest expense on junior subordinated debentures
+ 
+ 
+ 6,304
+ 
+ 
+ 6,336
+ 
+ 
+ 12,707
+ 
+ 
+ 12,608
+ 
+ 
+ 12,608
+
+Investment income on trust common securities
+ 
+ 
+ (189)
+ 
+ 
+(189)
+ 
+ 
+ (378)
+ 
+ 
+ (378)
+ 
+ 
+ (378)
+
+(Gain) Loss on mark-to-market adjustment of interest rate swap
+ 
+ 
+ (1,424)
+ 
+ 
+ 1,942
+ 
+ 
+ 601
+ 
+ 
+ 2,608
+ 
+ 
+ 607
+
+Refinancing costs
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 11,632
+
+Loss before income taxes
+ 
+ 
+ (17,580)
+ 
+ 
+ (24,973)
+ 
+ 
+ (33,938)
+ 
+ 
+ (108,756)
+ 
+ 
+ (67,571)
+
+Income tax benefit
+ 
+ 
+ (5,225)
+ 
+ 
+ (5,132)
+ 
+ 
+ (9,439)
+ 
+ 
+ (23,277)
+ 
+ 
+ (8,890)
+
+Net loss
+ 
+$
+ (12,355)
+ 
+$
+ (19,841)
+ 
+$
+ (24,499)
+ 
+$
+ (85,479)
+ 
+$
+ (58,681)
+
+Basic and diluted loss per share
+ 
+$
+ (22)
+ 
+$
+ (36)
+ 
+$
+ (45)
+ 
+$
+ (158)
+ 
+$
+ (108)
+
+Weighted average basic and diluted shares outstanding
+ 
+ 
+ 553
+ 
+ 
+ 544
+ 
+ 
+ 545
+ 
+ 
+ 543
+ 
+ 
+ 545
+
+Net loss from above
+ 
+$
+ (12,355)
+ 
+$
+ (19,841)
+ 
+$
+ (24,499)
+ 
+$
+ (85,479)
+ 
+$
+ (58,681)
+
+Other comprehensive income (loss):
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+Foreign currency translation adjustments
+ 
+ 
+ 6,315
+ 
+ 
+ (7,570)
+ 
+ 
+ 2,652
+ 
+ 
+ 5,550
+ 
+ 
+ (11,053)
+
+Total other comprehensive income (loss)
+ 
+ 
+ 6,315
+ 
+ 
+ (7,570)
+ 
+ 
+ 2,652
+ 
+ 
+ 5,550
+ 
+ 
+ (11,053)
+
+Comprehensive income (loss)
+ 
+$
+ (6,040)
+ 
+$
+ (27,411)
+ 
+$
+ (21,847)
+ 
+$
+ (79,929)
+ 
+$
+ (69,734)
+
+ 
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+June 26, 2021
+ 
+December 26, 2020
+ 
+December 28, 2019
+
+ 
+ 
+(in thousands)
+
+Balance Sheet Data:
+ 
+ 
+ 
+ 
+ 
+ 
+
+Total assets
+ 
+ 2,597,053
+ 
+ 2,468,618
+ 
+ 2,437,983
+
+Total current liabilities
+ 
+ 327,404
+ 
+ 311,911
+ 
+ 208,868
+
+Total liabilities
+ 
+ 2,233,208
+ 
+ 2,104,031
+ 
+ 2,064,014
+
+Working capital
+ 
+ 340,486
+ 
+ 241,796
+ 
+ 231,803
+
+Total stockholder s equity
+ 
+ 363,845
+ 
+ 364,587
+ 
+ 373,969
+
+ 
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+Twenty-six
+ 
+Twenty-six
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+Weeks Ended
+ 
+Weeks Ended
+ 
+Year Ended
+ 
+Year Ended
+ 
+Year Ended
+
+ 
+ 
+June 26,
+ 
+June 27,
+ 
+December 26,
+ 
+December 28,
+ 
+December 29,
+
+ 
+ 
+2021
+ 
+2020
+ 
+2020
+ 
+2019
+ 
+2018
+
+Statement of Cash Flows Data:
+ 
+(in thousands)
+
+Net cash (used for) provided by operating activities
+ 
+ (59,839)
+ 
+ 11,657
+ 
+ 92,080
+ 
+ 52,359
+ 
+ 7,547
+
+Net cash (used for) provided by investing activities
+ 
+ (61,786)
+ 
+ (22,996)
+ 
+ (46,074)
+ 
+ (53,488)
+ 
+ (572,610)
+
+Net cash (used for) provided by financing activities
+ 
+ 115,970
+ 
+ 10,285
+ 
+ (45,104)
+ 
+ (7,053)
+ 
+ 581,927
+
+ 
+ 
+
+8
+
+Table of Contents
+
+THE OFFERING
+We are registering the issuance by us of up to 24,666,667 shares of our common stock that may be issued upon exercise of public warrants and private placement warrants. We are also registering the resale by the Selling Securityholders or their permitted transferees of (ii) up to 144,217,397 shares of our common stock, up to 8,000,000 private placement warrants and up to 501,066 public warrants. Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under Risk Factors on page 13 of this prospectus.
+Issuance of Common Stock
+ 
+The following information is as of August 10, 2021 and does not give effect to issuances of our common stock or warrants after such date, or the exercise of warrants after such date.
+
+ 
+ 
+ 
+
+Shares of our common stock to be issued upon exercise of all public warrants and private placement warrants
+ 
+24,666,667 shares
+
+ 
+ 
+ 
+
+Shares of our common stock outstanding prior to the exercise of all warrants
+ 
+187,569,511 shares(1)
+
+ 
+ 
+ 
+
+Use of proceeds
+ 
+We will receive up to an aggregate of approximately $283,666,671 from the exercise of all public warrants and private placement warrants assuming the exercise in full of all such warrants for cash. Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds from the exercise of such warrants for working capital and general corporate purposes.
+
+ 
+ 
+ 
+
+Resale of Common Stock and Warrants
+ 
+ 
+
+Shares of common stock offered by the Selling Securityholders (including 135,716,311 outstanding shares of common stock and 8,501,066 shares of common stock that may be issued upon exercise of warrants)
+ 
+144,217,397 shares
+
+ 
+ 
+ 
+
+Warrants offered by the Selling Securityholders (representing the private placement warrants and certain public warrants)
+ 
+8,501,066 warrants
+
+ 
+ 
+ 
+
+Exercise price
+ 
+$11.50 per share, subject to adjustment as described herein
+
+ 
+ 
+ 
+
+Redemption
+ 
+The warrants are redeemable in certain circumstances. See Description of Securities Warrants for further discussion.
+
+ 
+ 
+ 
+
+Use of proceeds
+ 
+We will not receive any proceeds from the sale of the common stock and warrants to be offered by the Selling Securityholders. With respect to shares of common stock underlying the warrants, we will not receive any proceeds from such shares except with respect to amounts received by us upon exercise of such warrants to the extent such warrants are exercised for cash.
+
+ 
+ 
+ 
+
+Lock-up agreements
+ 
+Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods. See Securities Act Restrictions on Resale of Securities Lock-up Agreements for further discussion.
+
+ 
+ 
+ 
+
+Ticker symbols
+ 
+ HLMN and HLMNW for the common stock and warrants, respectively.
+
+(1)The number of shares of common stock outstanding is based on 187,569,511 shares of common stock outstanding as of August 10, 2021 and does not include:
+
+9
+
+Table of Contents
+
+ 21,674,324 shares of common stock reserved for issuance for awards in accordance with the 2021 Equity Incentive Plan;
+ 1,140,754 shares of common stock reserved for issuance pursuant to the 2021 Employee Stock Purchase Plan;
+ 16,666,667 shares of common stock underlying the public warrants and 8,000,000 shares of common stock underlying the private placement warrants.
+
+ 
+
+10
+
+Table of Contents
+
+MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION
+Market Price and Ticker Symbol
+Our common stock and warrants are currently listed on Nasdaq under the symbols HLMN and HLMNW , respectively.
+The closing price of the common stock and warrants on August 20, 2021, was $12.00 and $2.86, respectively.
+Holders
+As of August 10, 2021, there were 78 holders of record of our common stock and 3 holders of record of our warrants.
+Dividend Policy
+We have not paid any cash dividends on our common stock to date. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of the board of directors at such time.
+ 
+ 
+
+11
+
+Table of Contents
+
+RISK FACTORS
+An investment in our securities involves a high degree of risk. You should carefully consider the risks described below as well as the other information included in this prospectus, including
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/HNNAZ_hennessy_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/HNNAZ_hennessy_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/HNNAZ_hennessy_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/HOWL_werewolf_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/HOWL_werewolf_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0594cb966f7f38c25d879925a19e24c15c1a6552
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/HOWL_werewolf_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including our financial statements and the related notes appearing elsewhere in this prospectus and the information set forth in the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations, before making an investment decision. As used in this prospectus, unless the context otherwise requires, references to we, us, our and Werewolf refer to the consolidated operations of Werewolf Therapeutics, Inc., and its wholly owned subsidiary. Company Overview We are an innovative biopharmaceutical company pioneering the development of therapeutics engineered to stimulate the body s immune system for the treatment of cancer. We are leveraging our proprietary PREDATORTM platform to design conditionally activated molecules that stimulate both adaptive and innate immunity with the goal of addressing the limitations of conventional proinflammatory immune therapies. Our molecules, which we refer to as INDUKINETM molecules, are intended to activate selectively in the tumor microenvironment, or TME. Our most advanced product candidates, WTX-124 and WTX-330, are systemically delivered, conditionally activated Interleukin-2, or IL-2, and Interleukin-12, or IL-12, respectively, INDUKINE molecules for the treatment of solid tumors. We plan to submit an investigational new drug application, or IND, to the U.S. Food and Drug Administration, or FDA, for each of WTX-124 and WTX-330 in the first half of 2022, and thereafter initiate a Phase 1/1b clinical trial for each candidate in multiple tumor types as a single agent and in combination with an immune checkpoint inhibitor. We are building our PREDATOR platform to generate a pipeline of innovative therapeutics that cover a diversity of immune stimulating mechanisms with the potential to address significant unmet medical need in cancer. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED APRIL 26, 2021 PRELIMINARY PROSPECTUS 6,250,000 Shares Common Stock We are offering 6,250,000 shares of common stock. This is our initial public offering of our common stock. Prior to this offering, there has been no public market for our shares. We expect that the initial public offering price will be between $15.00 and $17.00 per share. We have applied to list our common stock on The Nasdaq Global Market under the symbol HOWL . We are an emerging growth company under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and for future filings. Investing in our common stock involves a high degree of risk. Before buying any shares, you should carefully read the discussion of the material risks of investing in our common stock under the heading Risk Factors starting on page 12 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission approved or disapproved of the securities that may be offered under this prospectus, nor have any of these organizations determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PER SHARE TOTAL Public offering price $ $ Underwriting discount (1) $ $ Proceeds, before expenses, to us $ $ (1) We refer you to Underwriting beginning on page 170 of this prospectus for additional information regarding underwriting compensation. Delivery of the shares of common stock is expected to be made on or about , 2021. We have granted the underwriters an option for a period of 30 days to purchase an additional 937,500 shares of our common stock. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will be $ . Jefferies SVB Leerink Evercore ISI H.C. Wainwright & Co. The date of this prospectus is , 2021. Table of Contents information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States. Through and including , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. Table of Contents Our PREDATOR platform consists of our protein engineering technologies and our know how, which we use to generate INDUKINE molecules with multiple functional domains rationally engineered into a single protein to achieve the desired pharmaceutical profile. Each of our lead INDUKINE molecules consists of four components: a cytokine, an inactivation domain, a half-life extension domain and a proprietary protease-cleavable linker. Our INDUKINE molecules contain cytokines that mediate pro-inflammatory, anti-cancer mechanisms within the TME, with full potency and functionality observed in preclinical studies. The inactivation domain physically blocks the cytokine portion of the INDUKINE molecule in non-tumor tissue throughout the body, or the periphery, preventing it from binding to its receptor until it is cleaved and thereby activated in the TME. We engineer the half-life extension domain to overcome the short half-lives of cytokines in vivo, which typically range from a few minutes to a few hours. The half-life extension domain enables high systemic and tumor tissue exposure for the INDUKINE molecule prior to its cleavage in the tumor. After cleavage in the tumor, the half-life extension domain is removed and the cytokine is released to activate immune cells. We select the proprietary protease-cleavable linker to enable conditional activation of the cytokine portion of the INDUKINE molecule within tumor tissue. This selection is based on our extensive screening in preclinical studies to identify protease-cleavable linkers that are efficiently cleaved by a broad array of human tumor tissues with minimal cleavage in non-tumor tissues. We are leveraging our novel PREDATOR platform to engineer conditionally activated proinflammatory immunomodulators, or INDUKINE molecules, which are delivered systemically but activated only in the TME with the goal of generating potent anti-tumor response while minimizing toxicities. We have worldwide rights to our PREDATOR platform and our portfolio of INDUKINE product candidates, all of which we have developed internally. We believe our approach has the potential to overcome current limitations of systemic proinflammatory immunomodulatory therapies, such as cytokines, for the treatment of cancer. Table of Contents TABLE OF CONTENTS PAGE PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/IMAQW_internatio_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/IMAQW_internatio_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..eff055843aa65422a850d0df767c2fd4dce48465
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/IMAQW_internatio_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 tm2123250d1_s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on July 26, 2021. Registration No. 333-255106 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1/A (Amendment No. 4) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 International Media Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1627460 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 1604 US Highway 130 North Brunswick, NJ 08902 Telephone: (212) 960-3677 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Shibasish Sarkar 1604 US Highway 130 North Brunswick, NJ 08902 Telephone: (212) 960-3677 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Mitchell S. Nussbaum, Esq. Giovanni Caruso, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Tel: (212) 407-4000 S Arun, Esq. Rajat Bopaiah, Esq. ALMT Legal 2 Lavelle Road Bangalore 560001, India Tel: +91 (80) 40160000 Rajiv Gupta Latham & Watkins LLP 9 Raffles Place #42-02 Republic Plaza Singapore 048619 Tel: +65.6437.5467 Ryan J. Maierson Latham & Watkins LLP 811 Main Street Suite 3700 Houston, TX 77002 Tel: (713) 546-5400 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered(1) Proposed Maximum Offering Price per Security Proposed Maximum Aggregate Offering Price(2) Amount of Registration Fee Units, each consisting of one share of Common Stock, $0.0001 par value, one Right to acquire one-twentieth (1/20) share of Common Stock and one Warrant to purchase three-fourths (3/4) share of Common Stock 23,000,000 $ 10.00 $ 230,000,000 $ 25,093 Shares of Common Stock, $0.0001 par value, included as part of the Units 23,000,000 — — — (3) Rights included as part of the Units 23,000,000 — — — (3) Shares of Common Stock, $0.0001 par value, underlying the Rights included as part of the Units 1,150,000 10.00 11,500,000 1,255 Redeemable Warrants included as part of the Units 23,000,000 — — — (3) Total $ 241,500,000 $ 26,348 (4) (1)Includes(A) an aggregate of 20,000,000 Units to be issued in the offering and an aggregate of 3,000,000 additional Units which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any, and (B) shares of Common Stock, Rights and Redeemable Warrants underlying in such Units. (2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). (3)No fee pursuant to Rule 457(g). (4) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JULY 26, 2021 $200,000,000 International Media Acquisition Corp. 20,000,000 Units International Media Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although there is no restriction or limitation on what industry or geographic region our target operates in, we intend to pursue targets in North America, Europe and Asia (excluding China) in the media and entertainment industry. We shall not undertake our initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau). This is an initial public offering of our securities. We are offering 20,000,000 units at an offering price of $10.00 per unit. Each unit consists of one share of common stock, one right and one redeemable warrant, as described in more detail in this prospectus. Each right entitles the holder thereof to receive one-twentieth (1/20) of one share of common stock upon the consummation of an initial business combination, as described in more detail in this prospectus. Each warrant entitles the holder thereof to purchase three-fourths (3/4) of one share of common stock at a price of $11.50 per whole share, subject to adjustment as described in the prospectus. We will not issue fractional shares. As a result, you must have 20 rights to receive a share of common stock at the closing of the initial business combination and exercise warrants in multiples of four warrants. Each warrant will become exercisable on the later of the completion of an initial business combination and 12 months from the date of this prospectus, and will expire five years after the completion of an initial business combination, or earlier upon redemption. We will have until 12 months (or up to 18 months if our time to complete a business combination is extended as described herein) from the closing of this offering to consummate our initial business combination. If we are unable to complete our initial business combination within the applicable time period, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described herein. We have granted Chardan Capital Markets, LLC, the representative of the underwriters, a 45-day option to purchase up to 3,000,000 additional units solely to cover over-allotments, if any. Our sponsor, Content Creation Media LLC, an entity affiliated with our Chairman and Chief Executive Officer, has committed to purchase from us an aggregate of 714,400 units (or 796,900 units if the over-allotment option is exercised in full), at $10.00 per private unit (for a total purchase price of $7,144,000, or $7,969,000 if the over-allotment option is exercised in full). These private units will be identical to the units sold in this offering, except as described in this prospectus. The private units will be sold in a private placement that will close simultaneously with the closing of this offering. A portion of the proceeds we receive from these purchases will be placed in the trust account described below. On February 9, 2021, our sponsor purchased 5,750,000 shares of our common stock for an aggregate purchase price of $25,000, which we refer to herein as "insider shares." The insider shares include an aggregate of up to 750,000 shares that are subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part. There is presently no public market for our units, common stock, rights or warrants. We have applied to have our units listed on The NASDAQ Capital Market, or NASDAQ, under the symbol "IMAQU." We cannot guarantee that our securities will be approved for listing on NASDAQ. We expect that the common stock, rights and warrants comprising the units to begin separate trading on the 30th day following the date of this prospectus unless Chardan Capital Markets LLC determines that an earlier date is acceptable, subject to our filing a current report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading as described in this prospectus, we expect that the common stock, rights and warrants will be listed on NASDAQ under the symbols "IMAQ," "IMAQR" and "IMAQW," respectively. We cannot assure you that our securities will continue to be listed on NASDAQ after this offering. We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 and as a "smaller reporting company" under applicable federal securities laws and have elected to comply with certain reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See "Risks Factors" beginning on page 26 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Price to Public Underwriting Discounts and Commissions(1) Proceeds, before expenses, to us Per Unit $10.00 $0.55 $9.45 Total $200,000,000 $11,000,000 $189,000,000 (1)Includes $0.35 per unit, or $7,000,000 (or $8,050,000 if the over-allotment option is exercised in full) in the aggregate, equal to 3.5% of the gross proceeds of this offering payable to the underwriters as deferred underwriting discounts and commissions to be placed in a trust account described herein. Such funds will be released to the underwriters only upon consummation of an initial business combination, as described in this prospectus. If the business combination is not consummated, such deferred discounts and commissions will be forfeited by the underwriters. The underwriters will not be entitled to any interest accrued on the deferred discounts and commissions. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See "Underwriting" for further information relating to the underwriters compensation. Upon consummation of the offering, $10.00 per unit sold to the public in this offering (whether or not the underwriters over-allotment option has been exercised in full or part) will be deposited into a United States-based trust account at JP Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution with Continental Stock Transfer & Trust Company acting as trustee. Such amount includes $0.35 per unit, or $7,000,000 (or $8,050,000 if the underwriters over-allotment option is exercised in full) in the aggregate payable to the underwriters as deferred underwriting discounts and commissions. Except as described in this prospectus, these funds will not be released until the earlier of the completion of our initial business combination and our redemption of the shares of common stock sold in this offering upon our failure to consummate a business combination within the required period. The underwriters are offering the units on a firm commitment basis. Chardan Capital Markets, LLC, acting as the sole book-running manager and representative of the underwriters, expects to deliver the units to purchasers on or about , 2021. Sole Book-Running Manager Chardan The date of this prospectus is , 2021 Table of Contents Page Prospectus Summary 1 Risk Factors 26 Cautionary Note Regarding Forward-Looking Statements 49 Use of Proceeds 50 Dividend Policy 54 Dilution 55 Capitalization 57 Management s Discussion and Analysis of Financial Condition and Results of Operations 58 Proposed Business 63 Management 82 Principal Shareholders 91 Certain Relationships and Related Party Transactions 94 Description of Securities 97 Shares Eligible for Future Sale 102 Underwriting 104 Legal Matters 111 Experts 111 Where You Can Find Additional Information 111 Index to Financial Statements F-1 We are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. $200,000,000 20,000,000 Units International Media Acquisition Corp. Preliminary prospectus Sole Book-Running Managers Chardan , 2021 Until , 2021 (25 days after the date of this prospectus), all dealers that buy, sell or trade our shares of common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Part II Information not required in prospectus Item 13. Other expenses of issuance and distribution. The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows: Advisory fees $ 1,500,000 Legal fees and expenses 300,000 Accounting fees and expenses 89,025 SEC registration fee 26,348 FINRA registration and listing fees 36,725 NASDAQ listing and filing fees 75,000 Printing and engraving expenses 35,000 Miscellaneous 281,902 Total offering expenses (excluding underwriting commissions) $ 2,344,000 (1)This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination. Item 14. Indemnification of directors and officers. Our certificate of incorporation provides that all directors, officers, employees and agents of the registrant shall be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law. Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below. "Section 145. Indemnification of officers, directors, employees and agents; insurance. (a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person s conduct was unlawful. (b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. II-1 (c) (1) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by such person in connection therewith. For indemnification with respect to any act or omission occurring after December 31, 2020, references to "officer" for purposes of this paragraphs (c)(1) and (2) of this section shall mean only a person who at the time of such act or omission is deemed to have consented to service by the delivery of process to the registered agent of the corporation pursuant to 3114(b) of Title 10 (for purposes of this sentence only, treating residents of this State as if they were nonresidents to apply 3114(b) of Title 10 to this sentence). (2) The corporation may indemnify any other person who is not a present or former director or officer of the corporation against expenses (including attorneys fees) actually and reasonably incurred by such person to the extent he or she has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein. (d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination: (1) By a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or (2) By a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) If there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (4) By the stockholders. (e) Expenses (including attorneys fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to or repeal or elimination of the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred. II-2 (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section. (h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. (i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation s obligation to advance expenses (including attorneys fees)." Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. In accordance with Section 102(b)(7) of the DGCL, our certificate of incorporation, will provide that no director shall be personally liable to us or any of our stockholders for monetary damages resulting from breaches of their fiduciary duty as directors, except to the extent such limitation on or exemption from liability is not permitted under the DGCL unless they violated their duty of loyalty to the company or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors. The effect of this provision of our certificate of incorporation is to eliminate our rights and those of our stockholders (through stockholders derivative suits on our behalf) to recover monetary damages against a director for breach of the fiduciary duty of care as a director, including breaches resulting from negligent or grossly negligent behavior, except, as restricted by Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate our rights or the rights of any stockholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director s duty of care. II-3 If the DGCL is amended to authorize corporate action further eliminating or limiting the liability of directors, then, in accordance with our certificate of incorporation, the liability of our directors to us or our stockholders will be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or amendment of provisions of our certificate of incorporation limiting or eliminating the liability of directors, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to further limit or eliminate the liability of directors on a retroactive basis. Our certificate of incorporation will also provide that we will, to the fullest extent authorized or permitted by applicable law, indemnify our current and former officers and directors, as well as those persons who, while directors or officers of our corporation, are or were serving as directors, officers, employees or agents of another entity, trust or other enterprise, including service with respect to an employee benefit plan, in connection with any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, against all expense, liability and loss (including, without limitation, attorney s fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by any such person in connection with any such proceeding. Notwithstanding the foregoing, a person eligible for indemnification pursuant to our certificate of incorporation will be indemnified by us in connection with a proceeding initiated by such person only if such proceeding was authorized by our board of directors, except for proceedings to enforce rights to indemnification. The right to indemnification conferred by our certificate of incorporation is a contract right that includes the right to be paid by us the expenses incurred in defending or otherwise participating in any proceeding referenced above in advance of its final disposition; provided, however, that, if the DGCL requires, an advancement of expenses incurred by our officer or director (solely in the capacity as an officer or director of our corporation) will be made only upon delivery to us of an undertaking, by or on behalf of such officer or director, to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified for such expenses under our certificate of incorporation or otherwise. The rights to indemnification and advancement of expenses will not be deemed exclusive of any other rights which any person covered by our certificate of incorporation may have or hereafter acquire under law, our certificate of incorporation, our bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise. Any repeal or amendment of provisions of our certificate of incorporation affecting indemnification rights, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. Our certificate of incorporation will also permit us, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other that those specifically covered by our certificate of incorporation. Our bylaws, which we intend to adopt immediately prior to the closing of this offering, include the provisions relating to advancement of expenses and indemnification rights consistent with those set forth in our certificate of incorporation. In addition, our bylaws provide for a right of indemnity to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full by us within a specified period of time. Our bylaws also permit us to purchase and maintain insurance, at our expense, to protect us and/or any director, officer, employee or agent of our corporation or another entity, trust or other enterprise against any expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under the DGCL. Any repeal or amendment of provisions of our bylaws affecting indemnification rights, whether by our board of directors, stockholders or by changes in applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. II-4 We will enter into indemnity agreements with each of our officers and directors a form of which is filed as an exhibit to this Registration Statement. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the underwriters and the underwriters have agreed to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities Act. Item 15. Recent sales of unregistered securities. On February 9, 2021, our sponsor purchased an aggregate of 5,750,000 insider shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. The per share purchase price of the insider shares was determined by dividing the amount of cash contributed to the company by the aggregate number of insider shares issued. The number of insider shares issued was determined based on the expectation that the insider shares would represent 20% of the outstanding shares after this offering (not including the shares underlying the private units). As such, our insiders will collectively own 20% of our issued and outstanding shares after this offering. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act as they were sold to accredited investors. Our sponsor has committed to purchase an aggregate of 714,400 private units (or 796,900 private units if the over-allotment option is exercised in full) at a price of $10.00 per unit ($7,144,000 in the aggregate, or $7,969,000 if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. II-5 Item 16. Exhibits and Financial Statement Schedules. (a) The following exhibits are filed as part of this Registration Statement: Exhibit No. Description 1.1* Form of Underwriting Agreement. 3.1* Certificate of Incorporation. 3.2* Form of Amended and Restated Certificate of Incorporation. 3.3* Bylaws. 3.4* Form of Amended and Restated Bylaws. 4.1* Specimen Unit Certificate. 4.2* Specimen Common Stock Certificate. 4.3* Specimen of Right Certificate 4.4* Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant. 4.5* Specimen Warrant Certificate. 4.6* Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. 5.1* Opinion of Loeb & Loeb LLP, counsel to the Registrant. 10.1* Form of Insider Letter Agreement among the Registrant, Chardan Capital Markets LLC and the Registrant s officers, directors and stockholders. 10.2* Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. 10.3* Form of Stock Escrow Agreement among the Registrant, Continental Stock Transfer & Trust Company and the initial stockholders. 10.4* Form of Registration Rights Agreement between the Registrant and certain security holders. 10.5* Form of Subscription Agreement between the Registrant and Content Creation Media LLC. 10.6* Form of Indemnity Agreement. 10.7* Form of Administrative Services Agreement between the Registrant and Content Creation Media LLC. 10.8* Management Consulting & Corporate Advisory Services Engagement Letter, dated May 5, 2021, between the Registrant and Ontogeny Capital L T D 10.9* Management Consulting & Corporate Advisory Services Supplemental Engagement Letter, dated May 5, 2021, between the Registrant and Ontogeny Capital L T D 14* Form of Code of Ethics. 23.1 Consent of Marcum LLP. 23.2* Consent of Loeb & Loeb LLP (included on Exhibit 5.1). 99.1* Form of Audit Committee Charter. 99.2* Form of Compensation Committee Charter. 99.3* Consent of David M. Taghioff. 99.4* Consent of Deepak Nayar. 99.5* Consent of Gregory R. Silverman. 99.6* Consent of Paul F. Pelosi, Jr. 99.7* Consent of Suresh Ramamurthi. * Filed previously. Item 17. Undertakings. (a)The undersigned registrant hereby undertakes: (1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: i.To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; ii.To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; iii.To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-6 (4)That, for the purpose of determining any liability under the Securities Act of 1933 in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. (5)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. (b) The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (d) The undersigned registrant hereby undertakes that: (1)For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2)For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-7 Signatures Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Brunswick, on July 26, 2021. International Media Acquisition Corp. By: /s/ Shibasish Sarkar Name: Shibasish Sarkar Title: Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on July 26, 2021. Name Position /s/ Shibasish Sarkar Chairman of the Board of Directors and Chief Executive Officer Shibasish Sarkar (Principal Executive Officer) /s/ Vishwas Joshi Chief Financial Officer Vishwas Joshi (Principal Financial and Accounting Officer) /s/ Sanjay Wadhwa Executive Director Sanjay Wadhwa PROSPECTUS SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: "we," "us," "our company" or "the company" refer to International Media Acquisition Corp., a Delaware corporation; "insider shares" refer to the 5,750,000 shares of common stock held or controlled by our insiders (as defined below) prior to this offering, which include up to an aggregate of 750,000 shares of common stock subject to forfeiture by our insiders to the extent that the underwriters over-allotment option is not exercised in full or in part; "private units" refer to the 714,400 units (up to a maximum of 796,900 units if over-allotment option is exercised in full) we are selling privately to our sponsor and/or its designee upon consummation of this offering and references to "private shares" refer to the shares included in the private units, references to "private rights" refer to the rights included in the private units and references to "private warrants" refer to the warrants included in the private units; our "public shares" refer to shares of common stock which are being sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and references to "public stockholders" refer to the holders of our public shares, including our insiders to the extent our insiders purchase public shares, provided that their status as "public stockholders" shall exist only with respect to such public shares; our "rights" or "public rights" refer to the rights which are being sold as part of the units in this offering; our "warrants" or "public warrants" refer to the warrants which are being sold as part of the units in this offering; our "management" or our "management team" refer to our officers and directors; our "insiders" refer to our officers, directors, sponsor and any holder of our insider shares; our "sponsor" refers to Content Creation Media LLC, a Delaware limited liability company, an entity affiliated with our Chairman and Chief Executive Officer. Except as specifically provided otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Overview We are a blank check company formed under the laws of the State of Delaware on January 15, 2021. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any specific business combination, nor has anyone on our behalf initiated or engaged in any substantive discussions, formal or otherwise, related to such a transaction. Our efforts to date are limited to organizational activities related to this offering. While we may pursue an initial business combination target in any business, industry or geographic location, we intend to search globally, with a focus on North America, Europe and Asia (excluding China), for target companies within the media and entertainment ("M&E") sector. We shall not undertake our initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau). We intend to focus specifically on companies that are positioned to benefit directly from the growth of digitally available content. While our efforts to identify a target will not be limited to any particular M&E segment or geography, we intend to focus our search on content, film, post-production and/or visual effects facilities, animation, streaming, augmented and virtual reality, music, digital media, gaming and e-sports. In recent years, the M&E industry has seen a significant convergence with other industries (for example, telecommunications) driven by the widespread adoption of digitized content. Within M&E, there are several high growth segments such as gaming, content and digital media while others, such as print, are facing existential challenges unless they innovate their business models to provide digital content. We have also seen the consumption of products by end users in the space increase in this new environment. 1 The global media and entertainment industry – including the production and distribution of motion pictures, television programming, streaming content, music and audio recordings, broadcast, radio, book publishing, video games, and ancillary advertising, services, and analytical products – is forecast to reach US$2.5 trillion by 2024, according to PWC s Global Entertainment & Media Outlook Report. The global COVID-19 pandemic has created significant challenges for most media and entertainment sectors and accelerated many trends that were already underway. For example, increased working from home, social distancing, and travel restrictions have increased demand for internet bandwidth to support distributed information delivery, including entertainment media consumption. Historically, media and entertainment spending by consumers have been considered discretionary and tied to general macroeconomic conditions. In addition, content previously delivered exclusively by cable, broadcast, and satellite platforms is now increasingly being consumed via mobile and other streaming online delivery services. Together with the necessity of online connectivity for many individual consumers working from home, we believe many consumers consider their spending on mobile data or streaming media delivery ("over the top" or "OTT" delivery) of media and entertainment content to be on par with utility bills and therefore an essential, non-discretionary expenditure. Accelerated in part by COVID-19-enforced stay-at-home rules, global OTT video revenue surged by 26.0% in 2020 according to research from PwC. The same research goes on to state that, as recently as 2015, theatrical box office revenue was three times the amount spent on subscription video on demand ("SVOD"). While SVOD and theatrical box office revenues were approximately the same in 2019 at approximately $46.4 billion, SVOD revenues are expected to outpace box office revenues in 2020 and more than double in size from US$46.4 billion in 2019 to US$86.8 billion in 2024. Digitalization of content media has been a major force in shaping the media narrative, and consumer demand for an array of media choices continues to grow. The International Media and Entertainment Markets The U.S. media and entertainment industry is the largest in the world at $660 billion in 2020, employing more than 11.6 million workers and representing approximately one-third of the global M&E industry according to the U.S. International Trade Administration. The U.S. industry is expected to reach more than $825 billion by 2023. However, emerging and smaller markets are growing at much faster rates than the U.S. and other developed nations. India is forecast to be the fastest growing global media market between 2019 and 2024 at a compound annual growth rate (CAGR) of 8.8%, followed by Nigeria (8.6%), Philippines (5.8%), Saudi Arabia (5.4%) and Pakistan (5.4%), according to research from PwC. While we may seek a target in any geographic market outside of China (including Hong Kong and Macau), we believe India and other emerging economics markets represent excellent markets in which to find strong candidates for our initial business combination because of their relatively high growth rates. The evidence of powerful newer markets can be seen in the industry growth in India, the fifth largest economy in the world. Post-COVID-19 dynamics indicate that Indian consumers have accelerated their adaption of the industry s digital services providing outsized opportunities for investment. Research reports show that India will be the fastest growing entertainment and media market globally in terms of pure consumer revenue. Over the next four years, the outlook remains highly positive for digital segments such as OTT, online advertising, online gaming and music and podcasts that were perfectly positioned to meet consumers where they were in 2020, predominantly at home and online. The Indian media and entertainment industry has a robust long-term outlook and is expected to grow at 10.1% compound annual growth rate to reach $55 billion by 2024, according to research from PwC India. The India Media & Entertainment Industry / Sub sectors Digital & OTT India is a mobile first digital economy. The domestic data consumption per user is among the highest globally and will only increase with adoption of 5G. According to KPMG s India s Media and Entertainment Report 2020 ("KPMG Report"), online video viewers are projected to reach 555 million by March 2022. This demand, coupled with improving data affordability and accessibility, has made India an attractive destination for international players. Leading OTT players like Netflix, Amazon Prime Video and Disney+ Hotstar are focusing increasingly on India, and additional investments by other content providers such as Facebook, YouTube. Apple, Lionsgate, etc. will further expand the market. 2 The Indian OTT space will be the key driver of growth and revenue and is expected to overtake South Korea, Germany, and Australia to become the sixth-largest OTT market by 2024. Subscription video on demand, backed by localized content, attractive subscription rates, and telecom bundled packages will contribute to revenue increasing at a 30.7% CAGR from $708 million in 2019 to $2.7 billion in 2024, according to PwC India. India is already the sixth-largest market in the Asia Pacific region for online advertising. Rapid growth in Internet and smartphone penetration will be the primary driver of revenue in this space due to increased data affordability, new mobile-first formats, ability to measure, and strategic targeting. Television Currently, the television viewership in India has an audience of over 180 million households, making India the second largest TV market in the world, comprised of approximately 900 satellite TV channels, approximately 6,000 multi-system operators, approximately 60,000 local cable operators, seven Direct To Home (or DTH) operators and a few IPTV service providers. While OTT video market is rapidly growing in significance, TV subscription will remain by far the biggest market in India in terms of overall and advertising revenues. The rise of OTT services has resulted in the industry expanding to US$10.3 billion, according to the KPMG report. This has clearly emerged and catalyzed the industry into launching premium products and enticements such as Ultra HD, 4K, video-on-demand services and next-generation set-top boxes. While Internet advertising happens to be the fastest growing ad segments in India, TV advertising is expected to still hold the largest share of ad revenues through 2024. India s TV advertising is projected to become the world s top TV advertising markets, overtaking the UK, Germany, France, and Brazil during this period, according to research from PwC. Films India is the world s largest film industry in terms of tickets sold and number of films made. On average, almost two thousand films are produced every year in 20 languages, as reported by India Global Business. With approximately 9,500 screens, the theatrical segment is underpenetrated with headroom for growth. Theatrical revenue is expected to reach a total of $1.5 billion by 2024, according to the KPMG report. India has a film segment among its regional languages as well, apart from the mainstream language, Hindi, which is popularly known as Bollywood. Apart from Bollywood, regional language films in India contribute 45% of the aggregate revenue of the Indian entertainment industry. The majority share of the regional language entertainment industry is comprised amongst the South Indian languages, mainly Tamil and Telugu. The syndication of film rights to digital and TV platforms account for 20% of the industry revenue, though the percentage contribution could be higher for individual titles. International markets yield 10 to 15% revenue for Indian films and reach about 90 countries worldwide. Animation & VFX The Indian animation companies are key outsourcing partners to the global $250 billion animation industry. With animated content created in India representing approximately 20% of the cost of production in developed markets, Indian animation studios and companies generate approximately 70% of their revenues from international projects. International clients recognize Indian VFX services for their ability to handle complex and high-quality work in movies such as The Jungle Book, Spider-Man: Far From Home, and Avengers: Endgame. The Animation & VFX sector aggregates approximately $1.0 billion in revenue and with double digit growth year-over-year, according to the KPMG report. Gaming and Mobile Data India is among the top 5 mobile gaming markets in the world by user base with an estimated 400 million online gamers in 2020, according to the KPMG report. This segment is a mobile first market wherein 90% of gamers play on mobile devices, with the most popular game genre being casual, free-to-play (or f2p) games. Data usage growth is expected to rise from 1.4GB per active phone each month in 2016 to 7GB by 2021, according to a report released by Ericsson. We believe growth will continue for this category as the smartphone user base expands. The digital fantasy sports gaming and real money skill games have seen massive growth in the last couple of years. For example, there are close to 100 million real money gaming (RMG) stakeholders in the country, with Dream11, one of the most popular online fantasy sports companies in India, being valued recently at $2.5 billion, as reported by The Economic Times. Digital gaming and e-sports are capitalizing on the demand for bringing live experiences in more personalized and in more engaging ways. E-sports was less than 1% of the overall market in India in 2019 but has become one of the fastest-growing segments with a projected 33% CAGR by 2024, taking India into the top ten global digital gaming markets, according to PwC India. By 2023, app-based social/casual gaming is expected to account for 85% of India s US$2.5 billion video games and e-sports market, according to research from PwC. 3 Music, Radio and Podcast We believe India s music, radio and podcasts markets are poised for growth. The Indian online streaming music market is estimated to have more than 200 million unique monthly active users (or MAUs), according to the Indian music industry trade group. Indian consumers spend 19.1 hours per week listening to music on digital platforms as compared to the global average of 18 hours per week. The growing adoption of smartphones and smart speakers will make all forms of audio increasingly accessible to listeners in the coming years. This industry segment is experiencing rapid growth. Post-COVID19 pandemic the overall space is expected to grow 13.5% annually until 2024 to $1.7 billion, according to PwC India. According to the International Federation of the Phonographic Industry (IFPI), 96% of smartphone users in India are using their devices to listen to music, the highest rate in the world. This figure climbs to 99% for 16–24-year-olds. Ease of voice search coupled with increasing penetration of smart speakers will further drive revenues over the next five years. Our Management Team Our officers, directors and strategic advisors consist of seasoned investors and industry executives with an extensive track record of identifying, investing, building, operating and advising leading businesses. In particular, the team possesses a deep understanding of the media and entertainment space, the evolution of these sectors and market opportunities. Our collective team has experience in: management of industry life cycle and raising capital for varied businesses in different manners; management of financial turnaround, structuring M&A deals and forging talent relationships; forging strategic alliances and deep understanding of the India markets; understanding and monetization of digital trends; production of films, OTT content, new media platforms and digital video distribution; sourcing, structuring, acquiring and integrating businesses; and negotiating and executing transactions favorable to investors in multiple geographies and under varying economic and financial market conditions. We believe our team will be able to source media and acquisition investment opportunities through an extensive network, including by forging strategic alliances and understanding of the India markets of film, OTT, new media platforms and digital video distribution. Additionally, we believe that our team has the operational expertise to drive efficiencies at a target company following a business combination, and, given their extensive experience with public market investors, are well positioned to develop a thoughtful investor relations strategy. Our team includes two current and one former senior executives from Reliance Entertainment Holdings Private Limited, AP International Group and Walt Disney Company India, respectively. Shibasish Sarkar, our Chairman of the Board and Chief Executive Officer, Sanjay Wadhwa, our Director and who will serve as our strategic advisor as of the effective date of the registration statement, and Vishwas Joshi, our Chief Financial Officer, collectively hold decades of operational experience at the aforementioned companies. Shibasish Sarkar has served as our Chairman of the Board of Directors and Chief Executive Officer since our inception. Mr. Sarkar has extensive experience of over 27 years in the media industry. Mr. Sarkar has been handling multiple verticals across films, television, animation, gaming content and operations of digital and new media platforms. Since January 2019, Mr. Sarkar has been the Group CEO at Reliance Entertainment and was Group COO from September 2015 to December 2018. Reliance Entertainment is a part of the Reliance ADA Group, a leading private sector business serving over 250 million customers across financial services, infrastructure, power, telecommunications, media and entertainment, and healthcare sectors. Mr. Sarkar is also a member of the senior leadership team of Reliance ADA Group and serves as a director on the board of various Reliance ADA Group companies. Mr. Sarkar has hands-on experience and domain expertise within geographic markets of India, UK, and China, having helmed the distribution and production of hundreds of films having collaborated with the leading filmmakers & actors of Indian film industry. Mr. Sarkar has been a pioneer in producing digital content with clients across major OTT and TV Video-On-Demand platforms like Netflix, Amazon Prime Video, Disney+ Hotstar and SonyLIV. Mr. Sarkar has set up a marquee roster of showrunners and directors, delivering shows worth $22 million in the preceding 24 months through multiple shows contracted with streaming platforms with an aggregate value in the pipeline of approximately $80 million. Mr. Sarkar s significant experience in the media and entertainment industry makes him well qualified to serve as a member of our board of directors. Sanjay Wadhwa has served as a member on our Board of Directors since our inception. Since 1993, Mr. Wadhwa has been the Managing Partner of AP International Group, established in 1958, now one of the oldest film studios in southern India. AP International Group has been involved in film financing, acquisition, distribution, and handling of over 1000 films since its inception. Mr. Wadhwa, with over 35 years of experience in the field of Indian media and entertainment industry, has expertise in film financing, international distribution and syndication, digital media services platform and content production. Mr. Wadhwa is a well-known media personality in Southern India and within the Tamil, Telugu, and Malayalam speaking markets in Middle East, North America and South-East Asia, with notable contribution to trade and film exporting organizations. Mr. Wadhwa has been a member of the Entrepreneurs Organization, Chennai since 2000 and was the second Indian to be on the global board of Entrepreneurs Organization, Alexandria, Virginia, USA (2014 to 2017). Mr. Wadhwa also serves as a director on the board of Phonographic Digital Limited and was also the former director in Recorded Music Performance Ltd. We believe that Mr. Wadhwa s extensive experience in the Indian media and entertainment industry makes him qualified to serve as a member of our board of directors. 4 Vishwas Joshi has served as our Chief Financial Officer since our inception. Mr. Joshi is a certified cost accountant having over 28 years of experience in the fields of media and entertainment, consumer goods and manufacturing services. Until recently, Mr. Joshi was associated with Walt Disney Company India in the capacity of executive director and head of studio finance from June 2007 to September 2020. Mr. Joshi has also worked with Sahara One Media and Entertainment, Capital Foods, Tata Oil Mills, CEAT and Batliboi accounting firm. Mr. Joshi s expertise is spread across finance, accounts (India and US standards), treasury, audits, business planning and strategy and general management. Mr. Joshi has expertise in M&A transactions and post-merger integrations. Mr. Joshi was employed with UTV during the time Disney acquired 100% stake in UTV, and he was extensively involved in the transaction. After the aforesaid acquisition, Mr. Joshi continued as head of studio finance for UTV Studio and Walt Disney Studio India. Subsequently, he was also involved in the transaction relating to Disney acquiring Fox Star Studio and continued as head of studio finance for UTV/ Disney/Fox. David M. Taghioff will become a member our Board of Directors at the closing of this offering. Mr. Taghioff has lead Library Pictures International, LLC, a global local-language content financier, since May 2019. Library was launched in May 2019 to support industry-leading filmmakers across the globe by investing in local production slates. From August 2011 to April 2020, Mr. Taghioff served at leading entertainment and sports agency Creative Artists Agency (CAA) and finally in the capacity of Co-Head of Global Client Strategy where he worked across the agency identifying new business opportunities for the agency s clients, with an emphasis on the international marketplace. He advised corporate clients on their international initiatives, and he also worked with film and television clients on cross-border opportunities, brokering multiple film slate deals as well as packaging episodic content and film deals for Netflix and Amazon in India. From April 2010 to August 2011, he was Chief Operating Officer of Octagon, Inc. s entertainment division. Prior to Octagon, from August 2006 to January 2010, Mr. Taghioff served as the Co-Head of William Morris Agency s London office. Mr. Taghioff graduated with a Bachelor of Science in Urban Planning (Economics) from the University of Southern California. He received his Juris Doctorate from Santa Clara University School of Law and is a member of the California State Bar. We believe that Mr. Taghioff s talent management and film financing experience make him well qualified to serve as a member of our board of directors. Deepak Nayar will become a member our Board of Directors at the closing of this offering. Based in Los Angeles, Mr. Nayar has worked as a film and television producer since 1996 and is known for his association with films like Lost Highway, Buena Vista Social Club, Bend It Like Beckham, Bride and Prejudice, Vampire Academy, Dredd, Partition 1947, and The Mistress of Spices. Mr. Nayar has won awards from the Imagen Foundation and the Online Film and Television Association. He has also been nominated for Grammy Awards, BAFTA Award and European Film Awards. He completed his Bachelor s degree in English Literature from Hindu College, University of Delhi. We believe that Mr. Nayar s extensive experience as a film and television producer makes him well qualified to serve as a member of our board of directors. Greg Silverman will become a member our Board of Directors at the closing of this offering. Mr. Silverman has been the CEO and Founder of Stampede Ventures, LLC since April 2018. Stampede Ventures is a premiere entertainment company sitting at the intersection of Hollywood and Silicon Valley and wholly focused on creating the next generation of blockbuster franchises across four divisions: Film, TV, Alternative, and International. Prior to founding Stampede, from 1997 to March 2017, Mr. Silverman served at Warner Bros. Pictures and finally in the capacity of President, Creative Development and Worldwide Production where he had full oversight of Warner Bros. Pictures development activities, global production and budget and worked on new opportunities to diversify and build upon the success of the company. While at Warner Bros., he was responsible for such box office hits as The Hangover, The Dark Knight, Gravity, Batman Vs. Superman: Dawn Of Justice, Suicide Squad, The Lego Movie, Sully, The Accountant, Fantastic Beasts And Where To Find Them, Wonder Woman, Crazy Rich Asians, A Star Is Born, Christopher Nolan s Dunkirk and Steven Spielberg s Ready Player One. Mr. Silverman serves on the Executive Committee of The Oakwood School and is a board member of both the Art Center College of Design and the Time Warner Foundation. He holds a Bachelor of Arts in Communications from Stanford University. We believe that Mr. Silverman s media and entertainment experience makes him well qualified to serve as a member of our board of directors. Paul Pelosi Jr. will become a member our Board of Directors at the closing of this offering. Mr. Pelosi is an experienced advisor to emerging growth and Fortune 500 companies in the areas of finance, infrastructure, sustainability and public policy. From March 2020 to the present, Mr. Pelosi has provided business development management services to ST Biosciences. From January 2021 to the present, he has also provided sales services to St. Georges Eco-Mining. From January 2002 to the present, Mr. Pelosi has advised clients on real estate transactions as a registered broker. He has been a member of the California State Bar since 1996. From March 2006 to October 2008, Mr. Pelosi served as Vice President of Corporate Strategy at InfoUsa, where he identified and executed mergers, acquisitions, and business partnerships. Mr. Pelosi s previous experience includes working in a variety of positions in sales, corporate finance, loan origination, and institutional sales at Bank of America Securities from 1996 to 2001, JP Morgan Chase from 2001 to 2003, Bank of America Countrywide from 2003 to 2008, and at WR Hambrecht from 2009 to 2012. Mr. Pelosi is a graduate of Georgetown University with a BA in History (Cum Laude) and graduate of the Georgetown Law Center with a joint JD/MBA with an emphasis in International Business. We believe that Mr. Pelosi s financial and business development experience makes him well qualified to serve as a member of our board of directors. Suresh Ramamurthi will become a member our Board of Directors at the closing of this offering. Mr. Ramamurthi has been Chairman of CBW Bank since 2013 and has also served as the bank s CTO. Mr. Ramamurthi leads CBW Bank s initiatives to support and foster innovation including working with financial services start-ups. In 2009, the current ownership acquired the struggling Citizens Bank in Weir, Kansas and transformed the 123-year-old single-branch institution through the use of disruptive financial technology. Mr. Ramamurthi was named American Banker s Innovator of the Year for 2015. Mr. Ramamurthi served on the Board of Trustees for the Kansas Public Employees Retirement System (KPERS) from July 2013 to June 2021, having served as Chairman of the investment committee and Chairman of the Board of Trustees. KPERS has more than $23 billion AUM and serves more than 281,000 retirees. Previously, Mr. Ramamurthi served as a Board Member of Kansas Film Commission. He has a Bachelor s degree in Electronics and Communication Engineering from Anna University, Guindy, India, a Master s degree in Computer Science from the Rutgers-NJIT Joint Program and an MBA in Finance from the University of Chicago. We believe that Mr. Ramamurthi s investment and financial experience makes him well qualified to serve as a member of our board of directors. The past performance of our management team, or advisor or their respective affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. No member of our management team has had management experience with special purpose acquisition corporations in the past. You should not rely on the historical record of our management team s or advisor s or their respective affiliates performance as indicative of our future performance. Acquisition Strategy Our goal is to identify and acquire a business with untapped opportunity for building a public company. We believe that our management s and directors experiences, from evaluating assets through investing and company building, will enable us to source and execute a business combination with high-quality targets. Our selection process will leverage the relationships of our board with leading venture capitalists, private equity and hedge fund managers, respected peers, and our network of investment banking executives, attorneys, and accountants. Together with this network of trusted partners, we intend to capitalize the target business and create purposeful strategic initiatives in order to achieve attractive growth and performance after our initial business combination. We also believe that the COVID-19 global pandemic will impact the M&E industry differently within various segments. Our management expects that there will be some strong businesses that may end up in special situations and may need capital and expertise to grow their business. Some examples of such scenarios are: now at-risk companies with solid business fundamentals looking for capital to continue their growth trajectory; studios and production houses with strong content libraries and pipelines seeking financing deals to make up for an unforeseen lack of liquidity; 5 media assets being valued significantly lower than they had been previously; and new media entities (e.g., digital media, over-the-top ("OTT"), e-sports, animation and visual effects studios) housed within struggling traditional media companies. As a result, we anticipate that there will be many potential targets within the M&E industry for our initial business combination. In particular, we intend to focus our search for an initial business combination target on private companies in North America, Europe and Asia (excluding China) that have positive operating cash flow or compelling economics and clear paths to positive operating cash flow, significant assets, and successful management teams that are seeking access to the U.S. public capital markets. We shall not undertake our initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau). Our selection process is expected to leverage our board s deep and broad network of relationships, industry expertise and deal sourcing capabilities to provide us with a strong pipeline of potential targets. Business Combination Criteria While we may acquire a business in any industry and in any geography, we plan to focus our pursuit for business combination opportunities with companies operating in the media and entertainment and adjacent industries including, but not limited to gaming, OTT distribution, online social media, online commerce, events, celebrity and talent management, app-based applications in media and entertainment such as royalty contracts, merchandising, sports, leisure and hospitality, publishing and marketing. Our objective is to focus on seeking businesses combination in the media & entertainment and related industries which capitalize on our management team s expertise. We expect to utilize our management team s experience in operating and leading businesses in these media & entertainment sectors and leverage their network of relationships to identify attractive high-growth businesses within our areas of focus. We believe our management team is well positioned to create value for our stockholders, and that our contacts and sources, including "A list" media personalities and film stars, film producers, talent management agencies and owners of private and public companies, private equity funds, and the investment bankers and legal and finance professionals advising these sectors, will allow us to generate attractive acquisition opportunities. We believe many potential business combination targets within our universe of consideration could benefit from access to the public markets but have thus far been unable to do so due to a variety of reasons, including lack of scale and perceived volatility of the creative businesses. For the consummation of our initial business combination, we will be targeting entities that can provide meaningful financial scale and immediately identifiable cost and operational improvements that will support an expanded presence in the marketplace. We intend to focus our investment effort broadly across the media, entertainment, and related technology markets. We believe that the operating expertise of our management in media and entertainment across multiple industry verticals will give us a large, addressable universe of prospective business combination targets. We intend to target an initial business combination that has one or more of the following characteristics: Prospective Target Size: Enterprise value is between $150 million and $500 million. Strong Fundamentals: Fundamentally sound entities that may currently be underperforming and can benefit from being a publicly traded company, with access to broader capital markets. Strong creative and management professionals: Strong personnel with a proven track record of driving growth and profitability, and can benefit from the vast network, experience and guidance of our management and Board in the industry. Established Brand: Reputable brands that can benefit from our management and Board s operating experience to scale the business. Recurring Business Operations: Recurring, predictable revenues with high year-on-year growth that produce or have the potential to generate large and sustainable free cash flows. 6 Attractive Valuations: We intend to focus on targets that can be acquired at reasonable valuations. Opportunities for Expansion and Operational Enhancements: Situations where additional investment and/or innovation can result in improvements in operational and/or financial performance. Benefit from Access to Capital and Public Markets: Targets with significant near-term growth and value creation through access to capital. High-Growth Markets: Businesses in higher-growth sub-sectors and geographies in selected developed and emerging international markets. Companies with Potential to Benefit from Digital Disruption: Targets with businesses at the intersection of media and technology that currently, or have the potential to, benefit from digital disruption, or a disruption of the traditional business model. Multicultural / Multilingual Media opportunities: Targets that address the demand of minority communities and regional languages that are often underserved by media and entertainment options, and seek to provide better choices to match their audiences diverse interests. Leverage Our Management Team Expertise: Targets that can particularly capitalize on our management team s domain expertise acquired through decades of hands-on experience, deep geographic insights, long standing personal relationships, wide network of C-suite contacts, and strategic deal-making experience. The parameters mentioned above are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us. Our Business Combination Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as reviewing financial and other information that will be made available to us. We will also utilize our operational and capital allocation experience. Our acquisition criteria, due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Sourcing of Potential Business Combination Targets We believe that the operational and transactional experience of our management team and members of our sponsor and their respective affiliates and related entities and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential business combination targets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships with sellers, financing sources and target management teams. Our management team and members of our sponsor and their respective affiliates and related entities have significant experience in executing transactions under varying economic and financial market conditions. We believe that these networks of relationships and this experience will provide us with important sources of investment opportunities. In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions. 7 In addition, we believe that we will be able to source potential targets from our sponsor s and management s contacts within private equity, investment banking, industry consulting firms, accounting firms, and investors in the M&E sector. Upon completion of this offering, our management team and sponsor will communicate with their networks on our acquisition criteria and immediately begin screening opportunities. We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities) or making the acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors (or their respective affiliates or related entities). In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Initial Business Combination We will have until 12 months (or up to 18 months if our time to complete a business combination is extended as described herein) from the closing of this offering to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 18 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $2,000,000, or $2,300,000 if the underwriters over-allotment option is exercised in full ($0.10 per unit in either case, up to an aggregate of $4,000,000 or $4,600,000 if the underwriters over-allotment option is exercised in full) on or prior to the date of the applicable deadline, for each three month extension. In the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us to pay our taxes, and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders. In the event of our dissolution and liquidation, the rights and warrants included in the private units will expire and will be worthless. We will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose, at which stockholders may seek to convert their shares, regardless of whether they vote or vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether we will seek stockholder approval of our proposed business combination or allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Any tender offer documents used in connection with a business combination will contain substantially the same financial and other information about the initial business combination as is required under the SEC s proxy rules. The initial per public share redemption or conversion price will be $10.00 per share, regardless of whether the over-allotment option is exercised. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders. Pursuant to the rules of the NASDAQ Stock Market, our initial business combination must occur with one or more target businesses having an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriter s fees and taxes payable on the income earned on the trust account), which we refer to as the 80% test, at the time of the agreement to enter into the initial business combination. Therefore, the fair market value of the target business will be calculated prior to any conversions of our shares in connection with a business combination and therefore will be a minimum of $160,000,000 (or $184,000,000 if the over-allotment option is exercised in full) in order to satisfy the 80% test. While the fair market value of the target business must satisfy the 80% test, the consideration we pay the owners of the target business may be a combination of cash (whether cash from the trust account or cash from a debt or equity financing transaction that closes concurrently with the business combination) or our equity securities. The exact nature and amount of consideration would be determined based on negotiations with the target business, although we will attempt to primarily use our equity as transaction consideration. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm with respect to the satisfaction of such criteria. We will also obtain a fairness opinion from an independent investment banking firm before consummating a business combination with an entity affiliated with any of our officers, directors or insiders. If we are no longer listed on NASDAQ, we will not be required to satisfy the 80% test. 8 We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares and/or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not listed on the NASDAQ after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on the NASDAQ at the time of our initial business combination. As more fully discussed in "Management — Conflicts of Interest," if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. All of our officers, directors and director nominees currently have certain relevant pre-existing fiduciary duties or contractual obligations. Private Placements On February 9, 2021, our insiders purchased 5,750,000 insider shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. The per share purchase price of the insider shares was determined by dividing the amount of cash contributed to the company by the aggregate number of insider shares issued. The number of insider shares issued was determined based on the expectation that the insider shares would represent 20% of the outstanding shares after this offering (not including the shares underlying the private units). As such, our insiders will collectively own 20% of our issued and outstanding shares after this offering. The 5,750,000 insider shares held or controlled by our insiders include an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part, so that our insiders will collectively own or control 20% of our issued and outstanding shares after this offering. The insider shares are identical to the shares of common stock included in the units being sold in this offering. However, our insiders have agreed (A) to vote their insider shares, private shares and any public shares acquired in or after this offering in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to our certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (or up to 18 months if our time to complete a business combination is extended as described herein) from the closing of this offering unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, (C) not to convert any shares (including the insider shares, private shares and any public shares acquired in or after this offering) into the right to receive cash from the trust account in connection with a stockholder vote to approve either our proposed initial business combination or an amendment to the provisions of our certificate of incorporation and not to tender any shares to us in any tender offer in connection with our proposed initial business combination, and (D) that the insider shares and private shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. 9 On the date of this prospectus, the insider shares will be placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of six months after the date of the consummation of our initial business combination and the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and the remaining 50% of the insider shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. The limited exceptions referred to above include (1) transfers among the insiders or their respective affiliates or members or to our officers, directors, advisors and employees, (2) transfers to an insider s affiliates or its members upon its liquidation, (3) transfers to relatives and trusts for estate planning purposes, (4) transfers by virtue of the laws of descent and distribution upon death, (5) transfers pursuant to a qualified domestic relations order, (6) private sales made at prices no greater than the price at which the securities were originally purchased or (7) transfers to us for cancellation of up to 750,000 shares of our common stock subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part or in connection with the consummation of an initial business combination, in each case (except for clause 7) where the transferee agrees to the terms of the escrow agreement and forfeiture, as the case may be, as well as the other applicable restrictions and agreements of the holders of the insider shares. Our sponsor, Content Creation Media LLC, has committed to purchase from us an aggregate of 714,400 units (or 796,900 units if the over-allotment option is exercised in full), or "private units," at $10.00 per private unit (for a total purchase price of $7,144,000, or $7,969,000 if the over-allotment option is exercised in full). These private units will be identical to the units sold in this offering, except as described in this prospectus. The private units will be sold in a private placement that will close simultaneously with the closing of this offering. A portion of the proceeds we receive from these purchases will be added to the proceeds of this offering and placed in the same trust account described in this prospectus maintained by Continental Stock Transfer & Trust Company, as trustee. The private shares are identical to the shares sold as part of the public units in this offering. However, our insiders have agreed (A) to vote their insider shares, private shares and any public shares purchased in or after this offering in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to our certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (or up to 18 months if our time to complete a business combination is extended as described herein) from the closing of this offering, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, (C) not to convert any shares, including insider shares, private shares and any public shares purchased in or after this offering, into the right to receive cash from the trust account in connection with a stockholder vote to approve either our proposed initial business combination or an amendment to the provisions of our certificate of incorporation and not to tender any shares to us in any tender offer in connection with our proposed initial business combination, and (D) that the insider shares and private shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. If public units or shares are purchased by any of our directors, officers or initial shareholders, they will be entitled to funds from the trust account to the same extent as any public stockholder upon our liquidation but will not have redemption rights related thereto. 10 Corporate Information We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to "emerging growth company" shall have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares of common stock held by non-affiliates exceeds $250 million as of the end of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our shares of common stock held by non-affiliates exceeds $700 million as of the prior June 30. Our executive offices are located at 1604 US Highway 130, North Brunswick, NJ 08902, and our telephone number is (212) 960-3677. 11 The Offering In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/IMTE_integrated_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/IMTE_integrated_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f59c9e90fb2f452408b51b3262f7a3a63c9bbac3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/IMTE_integrated_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 5
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/INTA_intapp-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/INTA_intapp-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6fd1b31a26ec10bc1fd1e216e073634da63e7929
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/INTA_intapp-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/INTEW_integral_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/INTEW_integral_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..89616d059a6e1b6400c284988217ae6a7769ce07
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/INTEW_integral_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to Integral Acquisition Corporation 1, a Delaware corporation; anchor investors are to certain qualified institutional buyers or institutional accredited investors (none of which are affiliated with any member of our management team, our sponsor or any other anchor investor) that have collectively expressed to us an interest in purchasing up to an aggregate of approximately $99.0 million of units in this offering, as further described herein, and to the extent such purchases are made, will become a member of our sponsor at the closing of this offering; Carnegie Park are to Carnegie Park Capital, LLC (and/or its affiliates), with which we have entered into a forward purchase agreement; common stock are to our Class A common stock and our Class B common stock; Crescent Park are to Crescent Park Management, L.P. as the investment advisor to Crescent Park Master Fund, L.P., Crescent Park FOF Partners, L.P. and Crescent Park Global Equity Master Fund, L.P. (and/or their affiliates), with which we have entered into a forward purchase agreement; DGCL refers to the Delaware General Corporation Law as the same may be amended from time to time; directors are to our current directors and director nominees; FINRA refers to the Financial Industry Regulatory Authority; forward purchase agreements are to the agreements providing for the sale of shares of Class A common stock to the forward purchasers in private placements that will close concurrently with the closing of our initial business combination; forward purchase shares are to the shares of Class A common stock to be issued pursuant to the forward purchase agreements; forward purchasers are to Carnegie Park and to Crescent Park as the purchasers under their respective forward purchase agreements; forward transferee are to any affiliate to which a forward purchaser transfers any portion of its rights and obligations to purchase the forward purchase shares under its forward purchase agreement; founder shares are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to this offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein; initial stockholders are to holders of our founder shares prior to this offering; management or our management team are to our executive officers and directors; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED NOVEMBER 2, 2021 $100,000,000 Integral Acquisition Corporation 1 10,000,000 Units Integral Acquisition Corporation 1 is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 1,500,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 18 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Integral Sponsor LLC has committed to purchase an aggregate of 4,860,000 private placement warrants (or up to 4,950,000 private placement warrants if the underwriters over-allotment option is exercised), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $4,860,000 in the aggregate (or up to $4,950,000 in the aggregate if the underwriters over-allotment option is exercised), in a private placement that will close simultaneously with the closing of this offering. Our initial stockholders currently own an aggregate of 2,875,000 shares of Class B common stock (up to 375,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Certain qualified institutional buyers or institutional accredited investors (none of which are affiliated with any member of our management team, our sponsor or any other anchor investor), which we refer to as the anchor investors, have expressed to us an interest in purchasing in the aggregate up to approximately $99.0 million of the units in this offering at the public offering price; provided, that no more than $9.9 million of the units in this offering shall be purchased by each anchor investor in such manner. There can be no assurance that the anchor investors will acquire any units in this offering, or as to the amount of such units the anchor investors will retain, if any, prior to or upon the consummation of our initial business combination. In addition, none of the anchor investors has any obligation to vote any of their public shares in favor of our initial business combination. For a discussion of certain additional arrangements with our anchor investors, see Summary The Offering Expression of Interest. Our forward purchasers have agreed pursuant to the forward purchase agreements entered into with us to purchase up to 3,000,000 shares of Class A common stock in the aggregate in private placements that will occur concurrently with the consummation of our initial business combination, subject to the terms and conditions set forth in the forward purchase agreements as described herein under Description of the Securities Forward Purchase Shares. Currently, there is no public market for our units, Class A common stock or warrants. We have applied to list our units on The Nasdaq Global Market, or Nasdaq, under the symbol INTEU on or promptly after the date of this prospectus. We expect the shares of Class A common stock and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Wells Fargo Securities, LLC, the representative of the underwriters of this offering, inform us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols INTE and INTEW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 38 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $100,000,000 Underwriting discounts and commissions(1) $0.70 $7,000,000 Proceeds, before expenses, to us $9.30 $93,000,000 (1) Represents (i) $0.20 per unit, or $2,000,000 in the aggregate, is payable upon the closing of this offering and (ii) $0.50 per unit, or $5,000,000 in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters for their own accounts only upon the completion of an initial business combination. If the underwriters over-allotment option is exercised, $0.70 per over-allotment unit, or up to an additional $1,050,000 or $6,050,000 in the aggregate if the underwriters over-allotment option is exercised in full, will be deposited in the trust account as deferred underwriting commissions and released to the underwriters for their own accounts only upon the completion of an initial business combination. See also Underwriting for a description of compensation payable to the underwriters as well as certain expenses in connection with the offering being reimbursed by the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $101.5 million, or $116.725 million if the underwriters over-allotment option is exercised in full ($10.15 per unit in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $2,000,000 in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $2.46 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Sole Bookrunner and Manager Wells Fargo Securities The date of this prospectus is , 2021. Table of Contents public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares; provided, that each initial stockholder s and member of our management team s status as a public stockholder will only exist with respect to such public shares; public warrants are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); representative is to Wells Fargo Securities, LLC, the representative of the underwriters of this offering; SEC are to the U.S. Securities and Exchange Commission; SPAC refers to Special Purpose Acquisition Company; and sponsor are to Integral Sponsor LLC, a Delaware limited liability company. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. OUR COMPANY We are a newly formed blank check company incorporated in February 2021 as a Delaware corporation whose purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination targets and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination targets. While we may pursue an acquisition opportunity in any industry, sector, or geography, we intend to target a business combination with a technology-oriented company in Australia and/or New Zealand. We are one of only a few SPACs primarily focused on acquisition targets in Australia and/or New Zealand. We believe that Australia and New Zealand have economic and social environments suitable for companies to innovate and develop new technologies and/or business models with potential for international expansion. We intend to focus on the rapidly growing universe of companies and entrepreneurs in Australia and/or New Zealand that apply technology and innovation to our everyday lives. Our management team possesses a synergistic combination of executive, strategic, operational, financial, and transactional experience in this region, and has demonstrated a track record of identifying and creating stockholder value at a wide array of technology, financial services, manufacturing, consulting, and fast-moving consumer goods companies. We believe that the experience and expertise of our management team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination, and bring value to the business following our initial business combination. Our objective is to generate attractive returns for stockholders and enhance value through both operational improvements and new initiatives to expand the target business organically and/or by strategic acquisitions. Given our management team s extensive work and business relationships throughout Australia and New Zealand, we have visibility into the growth prospects and developmental promise of numerous potentially attractive companies in the region. Our management team has decades of experience, under varying economic and financial market conditions, identifying and understanding the key fundamental theses of the businesses operating in our targeted geography and sector and how management teams can better execute on their stated strategies to deliver value. Our management team s past experiences provide a differentiated set of skills that other companies and SPACs may not possess. We believe that our management team s expertise, capabilities, and network in the region provide us with a significant advantage in identifying attractive investments and consummating an initial business combination that will be well-received in the public markets. Table of Contents OUR MANAGEMENT AND BOARD OF DIRECTORS We will seek to capitalize on the strength of our management team and board of directors. Our management team and board members consist of professionals and senior operating executives of various companies with decades of experience and industry exposure in technology, financial services, manufacturing, consulting, and fast-moving consumer goods. Based on our management team and board of directors extensive experience and industry exposure in Australia and New Zealand, we believe we will be able to identify, evaluate the risk and reward of and execute on attractive business combination opportunities. Our management team and board of directors have meaningful investing experience and possess extensive experience in corporate finance, mergers and acquisitions, equity and debt capital markets, strategic consulting, operations, and turnarounds. Enrique Klix (Chief Executive Officer and Director) Mr. Klix has significant international experience after being based in Australia, Europe, and Latin America for more than 30 years. Mr. Klix has a track record of leading and advising corporations and governments on turnarounds, mergers and acquisitions, capital market transactions, operational and financial restructuring, and greenfield start-ups with an aggregate value in excess of $30 billion. Between January 2019 and July 2020 Mr. Klix served as Orora Cartons Australia s General Manager (ASX: ORA). Under his leadership, the business went through an operational, commercial, and financial turnaround before being sold to Nippon Paper. Between 2014 and 2016 Mr. Klix served as Senior Vice President at McKinsey & Co. s recovery and transformation division in Australia and New Zealand. Mr. Klix also served as Chief Financial Officer ( CFO ) and Deputy Chief Executive Officer of McColl s Transport between 2009 and 2014. Under his tenure, McColl s Transport was recognized as the Turnaround of the Year in 2012, before being sold to a private equity consortium led by Kohlberg Kravis Roberts & Co. Mr. Klix was an investor in TrademarkVision, an Australian company that utilized image recognition and artificial intelligence technology for trademark searches and protection. In 2018 TrademarkVision was acquired by Clarivate Analytics (NYSE: CLVT) from the U.S., and Mr. Klix was instrumental in supporting the company through the acquisition. He is an active seed and pre-initial public offering investor in Australia and other geographies, including minority equity stakes in Groundfloor (Last K Ventures Pty. Ltd.) and Miso Robotics. Prior to moving to Australia, Mr. Klix worked for ten years as an investment banker for Salomon Smith Barney (now Citigroup (NYSE: C)) and Dresdner Kleinwort Benson in London focused on servicing telecommunications companies across Europe on mergers and acquisitions, and debt and equity capital markets transactions. Mr. Klix also played lead roles in the initial and secondary public offerings of many energy, telecommunications, and beverage companies such as Enel S.p.A. (BIT: ENEL), Energias de Portugal, S.A. (ELI: EDP), and Compa a Cervecer as Unidas, S.A. (NYSE: CCU). Mr. Klix is also a director of Klix II Pty. Ltd. Mr. Klix holds a degree in Economics from the Universidad Cat lica Argentina and an MBA from the University of Cambridge in England. Brittany Lincoln (Chief Financial Officer) Ms. Lincoln is a qualified Chartered Accountant in Australia and brings over 19 years experience in the related disciplines of financial advisory, insolvency, transaction integration, and commercial disputes. Ms. Lincoln is currently a Partner at mifi Group Pty. Ltd., an Australian-based accounting firm that embraces the latest in technology. Before joining mifi, Ms. Lincoln was a Partner at KordaMentha, an advisory and investment firm that provides specialist consulting, forensic, real estate, restructuring, and investment services. Here, Ms. Lincoln served 15 years leading and advising on complex and high-profile corporate insolvency and restructuring matters. Ms. Lincoln also spent the later years of her career at KordaMentha as an expert witness in high-stakes commercial disputes. During the earlier part of her career, Ms. Lincoln spent four years based in the United States with Ernst & Young within the Transaction Integration practice where she worked across the United States and the United Kingdom on mergers and acquisitions. Ms. Lincoln holds a Bachelor of Commerce and a Bachelor of Science from La Trobe University. Table of Contents James Cotton (Director Nominee) Mr. Cotton is an Australian impact entrepreneur and investor with business interests in the technology, consumer goods, and healthcare sectors. In 2005 Mr. Cotton founded CMO Software in London where he was based for 10 years, which grew to become one of the leading governance, risk, and compliance software companies globally. Mr. Cotton sold CMO in 2013 and then founded Uluwatu Capital, an investment firm focused on purpose-driven technology companies with health and sustainability outcomes. Mr. Cotton is also a director of Monterosa Capital Australia Pty. Ltd., Tech 4 Good Pty. Ltd., and Moovosity Pty. Ltd. Mr. Cotton holds a Bachelor of Law and Science from the University of Melbourne. Stuart Hutton (Director Nominee) Mr. Hutton is currently the CFO at Foxtel Group (controlled by News Corp; NASDAQ: NWS), Australia s leading next-generation subscription news, sports, and entertainment company. Mr. Hutton served as CFO of Orora (ASX: ORA) between December 2013 and November 2020. Mr. Hutton played an integral role in Orora s evolution through the demerger from Amcor, listing on the Australian Stock Exchange, growth in revenue, and improved performance and share price. Mr. Hutton was also instrumental in the sale of Orora s Australasian Fibre business to Nippon Paper for AU$1.7 billion. Mr. Hutton previously served as CFO of Amcor s Australasia and Packaging Distribution business (NYSE: AMCR). Mr. Hutton brings more than 30 years of experience in senior finance roles, including five years with Orica (ASX: ORI) as CFO for the Minova Group, Chemical Services Division and Mining Services (North America) and four years as CFO of WorldMark Holdings Pty. Ltd. from 2001 to 2005, and before this, managed a number of acquisitions and divestments in his role as Manager, Acquisitions for Nylex Ltd. A qualified Chartered Accountant in Australia, Mr Hutton spent nine years during the early part of his career with Deloitte Touche Tohmatsu in audit and corporate finance roles which included a two-year secondment to London. Mr. Hutton holds a Bachelor of Business from Swinburne University. Niraj Javeri (Director Nominee) Mr. Javeri is currently the Chief Strategy Officer at Lancium Technologies, a digital infrastructure company building large-scale solutions to help decarbonize the electrical grid, and he is based in San Francisco, California. Previously, Mr. Javeri was the Vice President of Strategy at Zymergen (NASDAQ: ZY), a science and material innovation company. Between 2010 and 2019 Mr. Javeri worked for Kohlberg Kravis Roberts & Co. ( KKR ) (NYSE: KKR) in New York, Sydney, and San Francisco as part of the Special Situations team, where he sourced, diligenced, executed, and monitored investments made across a number of funds managed by KKR. During his tenure in Australia with KKR, Mr. Javeri was a board member for a number of companies in Australia and New Zealand. Previously, Mr. Javeri was with One East Partners in London and New York, where he invested across industries in event-driven and value equities, distressed debt, and private deals. Prior to that, he worked at Goldman Sachs & Co in the Principal Investment Area where he worked on private equity investments, and at Deutsche Bank in both the Leveraged Finance and Technology investment banking groups. Mr. Javeri received a B.S. from Cornell University in Electrical and Computer Engineering, and an M.S. from Stanford University in Management Science and Engineering. Lynne Thornton (Director Nominee) Ms. Thornton is a co-founder and director at Groundfloor (Last K Ventures Pty. Ltd.), a smart, on-premises parcel locker system for residential and commercial buildings in Australia. Ms. Thornton is also a consultant for McColl s Transport, Australia s largest independent bulk liquid carrier of milk, food, and bulk chemicals. Previously, Ms. Thornton worked in the funds management industry for 15 years initially for Colonial First State in London then co-founded, Aubrey Capital Management, a global equities boutique, based in Edinburgh. Ms. Thornton was a director, member of the Investment Committee, and managed key relationships both with Table of Contents Australian institutional clients and with cornerstone investor, The Treasury Group (ASX: PAC) before exiting the business in 2017. Ms. Thornton is an active angel investor and was on the board of Scale Investors, an angel investor network, for 5 years. Originally American, Ms. Thornton is an investor and entrepreneur with experience in both listed and private companies in the US, Europe and Australia. Her professional career has included roles in the consumer sector, logistics, and funds management industries. Ms. Thornton holds a B.S. in finance from California Polytechnic University and an MBA from the University of Cambridge in England. With respect to the foregoing experiences of our management team, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination, or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management team s performance as indicative of our future performance. MARKET OPPORTUNITY We believe that Australia and New Zealand have economic and social environments suitable for companies to develop new technologies and/or business models with potential for international expansion. With a population of approximately 25.7 million and a nominal gross domestic product ( GDP ) of $1.33 trillion in 2020, growing at an average annual compound growth rate of 5.6% per annum through 2025 (according to the International Monetary Fund), Australia presents an opportunity for investment with proper fundamentals. With a population of approximately 5.0 million and a GDP of $193.5 billion in 2020, growing at an average annual compound growth rate of 6.1% per annum through 2025 (according to the International Monetary Fund), New Zealand presents a comparable opportunity with similar fundamentals. Australia and New Zealand have similar levels of affluence and preferences to Westerners in larger markets. These countries speak English as a first language, have relatively high income per capita, and a strong rule of law and credit rating, combined with low levels of inflation and unemployment. More importantly, however, Australia and New Zealand have robust economies that maintain an entrepreneurial spirit, provide for significant availability of at-risk capital, and are early adopters of technology. Prior to 2020, the Australian economy experienced just two years of negative growth during the previous six decades. Since its last recession in 1991, Australia s growth rate has averaged 3.2%, which is higher than every other major developed economy in the world. Australia and New Zealand completed 2020 with relatively low global debt levels and AAA and AA+ long-term foreign currency ratings, respectively, according to Standard & Poor s as of March 2, 2021. Australia and New Zealand s effective and proactive responses to the outbreak of COVID-19 have shielded their economies from the global economic downturn experienced during 2020. Australia and New Zealand have been flexible and resilient economies, with strong social and political institutions, and open markets, which have helped them respond effectively to various manners of disruption. The combined effects of COVID-19 lockdowns and economic support packages are swiftly changing the public debt profile of almost all economies. Australia and New Zealand entered 2020 with very low public debt, by international standards. In its April 2020 Global Fiscal Monitor report, the International Monetary Fund stated that the Australian government and New Zealand government s net debt was 23.2% and 8.0% of GDP in 2019, respectively. These figures are well below the 76.6% average for advanced economies. With low public sector debt, the governments of Australia and New Zealand are well positioned to support economic recovery. When considering a wide range of economic, social, and political factors, Australia and New Zealand are two of the most globalized countries in the world. According to the KOF Globalization Index, Australia and New Zealand ranked 3rd and 6th, respectively, in the Asia-Pacific region in 2020. The topmost globalized countries are Switzerland, Netherlands, Belgium, Sweden, and the United Kingdom. Globally, Australia and New Zealand were ranked 27th and 39th, respectively, after the United States of America (25th) and above some major trading economies, such as South Korea (35th), Japan (36th), China (82nd), and India (90th). Table of Contents Australia and New Zealand benefit from a diverse, highly skilled, and entrepreneurial workforce. As two of the most multicultural and multilingual countries in the world, Australia and New Zealand use their global ties to connect with the best the world has to offer. Australia and New Zealand are also two of the easiest places in the world to do business. According to the World Bank, Australia and New Zealand reached the 14th and 1st positions in the world, respectively, for ease of doing business in 2020. As developed economies, Australia and New Zealand benefit from being part of a growing region of the world. Most of Australia and New Zealand s principal export partners are located in Northeast Asia and Southeast Asia, and a network of 15 and 12 free trade agreements, respectively, gives businesses preferential access to fast-growing markets, including in the proximate Asian region. The quality of governance in Australia and New Zealand ranks among the best in the world. These countries regulatory environment, rule of law, and relatively low level of corruption are all graded highly by the World Bank. Strong governance is key to economic growth and security, providing a drawcard for multinationals expanding their businesses or considering Australia or New Zealand as a base for expansion in the Asia-Pacific region. Australia and New Zealand s agricultural industries are highly efficient, and their clean, green produce generally fetch premium prices in Asian markets. Underpinning this robust economic performance are their sound financial systems, strong fiscal positions, and low government debts. This permits strategic private and public investment in future industries and infrastructure. Australia and New Zealand s transition to services-based economies is driving the development of new technologies in agriculture, education, financial services, health, and other sectors. Innovation includes the use of blockchain in finance, immersive simulation technologies in education, robotics in medical procedures, and the Internet of Things in agriculture. Australia is also recognized as a world leader in silicon-based quantum computing research. Given the substantial and growing economies in Australia and New Zealand, we believe there are numerous privately funded targets held by investors looking to expeditiously exit their investments via the public markets over the next two years. We also believe many companies and investors in these sectors are evaluating their portfolios and reviewing candidates for potential divestitures, which might prove to be attractive business combination targets. BUSINESS STRATEGY Our strategy is to identify and complete a business combination with a company with a presence in Australia and/or New Zealand with scalable technology and operations, a proven business model, and an established management team that is potentially looking to expand. The accelerated adoption of digital services and investment in technology infrastructure by consumers and enterprises is driving organizations to fortify their operations in an increasingly distributed environment. We believe many of these technology-oriented businesses could benefit from additional management experience to accelerate revenue growth, improve their operations, expand margins, and optimize their capital allocation decision-making process. These opportunities include, but are not limited to, businesses operating in industry sectors like artificial intelligence ( AI ), cybersecurity, data analytics, Internet of Things ( IoT ), quantum computing, and software-as-a-service ( SaaS ), as well as technology-oriented companies seeking to improve and/or automate the delivery and use of services and/or products in the agricultural ( AgTech ), renewable energy sources ( CleanTech ), education ( EdTech ), finance ( FinTech ), governmental ( GovTech ), human resources ( HRTech ), legal and compliance ( LawTech ), property ( PropTech ), and waste management and recycling ( WasteTech ) sectors. We will also examine any sector cross-over with food, hardware, marketplaces, media, mining services, and telecommunications companies that engage in similarly progressive, exciting technologies, and new business models. We believe that companies operating in these areas have characteristics which make them attractive investments, including their underlying market size and growth dynamics. Table of Contents Our business combination selection process will leverage our management team s broad and deep network of relationships, differentiated industry knowledge, prolific acquisition experience, and deal sourcing capabilities to access a wide spectrum of opportunities. Our management team members have developed this network over the past several decades while serving in executive roles at successful organizations. We believe that our management team will identify a business combination that will benefit from our experience, including: Track record of operating, growing, and advising businesses in both public and private settings; deep and broad relationships with and connectivity to chief executive officers, founders, entrepreneurs, family owners and venture capital and private equity sponsors in Australia and New Zealand to create a significant pipeline of proprietary opportunities; the combination of having a local presence in the region with our market knowledge of the target sectors could serve as a source of competitive advantage when we approach potential target companies; relationships with capital markets advisors, as well as experience raising both debt and equity capital across business cycles and geographies; mergers and acquisitions track record of acquiring and integrating companies at attractive valuations across a wide range of sectors; success of identifying private companies that would operate best as public companies, thoroughly and expeditiously preparing them to be public companies, as well as advising and leading them through and after an initial public offering; long tenures of serving on leading public companies to effect change; and a track record of expeditiously enhancing and exiting investments to deliver substantial stockholder value. In addition to our own market knowledge and execution capabilities, we have selected a board of directors that comprises other leading executives who we expect will strengthen our expertise and broaden our network of relationships. Upon completion of this offering, Mr. Klix, Mr. Cotton, Mr. Hutton, Mr. Javeri, and Ms. Thornton will leverage their global network of relationships, deal sourcing capabilities and differentiated industry experience to access a wide range of proprietary opportunities and begin the process of pursuing and reviewing potential business combinations. We believe our operational knowledge combined with experience in the private and public markets could potentially make us an attractive partner for companies seeking a clear and efficient path to listing on a national exchange in the United States of America. Some companies desire to have publicly traded shares to provide liquidity to employees and investors, create a currency for mergers and acquisitions, and/or enhance their profile for potential customers and business partners. We are confident that our relationships with private and institutional investors will help us ensure a smooth transition into the public capital markets for a target company. ACQUISITION CRITERIA Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating potential business combination opportunities, but we may decide to enter into our Table of Contents initial business combination with a target business that does not meet these criteria and guidelines. We intend to conduct a business combination with a company that we believe: has a sustainable, leading market position in an attractive industry in Australia and/or New Zealand; possesses significant competitive advantages via its disruptive business model and/or innovative product, service, or business; has demonstrated operating stability and has a proven combination of systems, processes, and managerial talent; has achieved or has the potential for significant long-term revenue or earnings growth through a combination of organic growth, synergistic add-on acquisitions, new product markets and/or geographies, increased production capacity, expense reduction, and/or increased operating leverage; has a committed, capable, and aligned management team that would benefit from the leadership and strategic vision of our management team; and would benefit from being a publicly owned company and can effectively utilize the broader access to capital markets to help achieve the company s business strategy and capital structure needs. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds, venture capital funds, and large business enterprises seeking to divest non-core assets or divisions. ACQUISITION PROCESS In evaluating a prospective target business, we expect to conduct an extensive due diligence review, which may encompass, as applicable and among other things, meetings with members of the target s management and other employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will call upon Mr. Klix, Mr. Cotton, Mr. Hutton, Mr. Javeri, and Ms. Thornton s own experience, as well as their network of relationships with chief executive officers, board members, members of executive management teams, and entrepreneurs to provide specialized insights into their areas of expertise as well as leverage their operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view. Table of Contents Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, certain of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary duties or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary duties or contractual obligations, he or she will honor his or her fiduciary duties or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. INITIAL BUSINESS COMBINATION Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post- transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on Table of Contents valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. CORPORATE INFORMATION Our executive offices are located at 667 Madison Avenue, 5th Floor, New York, NY 10065, and our telephone number is +1 212 209 6132. We intend to maintain a corporate website at www.integralacquisition.com following the consummation of this offering. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the last business day of the most recently completed second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller Table of Contents reporting company until the last day of the fiscal year in which (1) the market value of our Class A common stock held by non-affiliates equals or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A common stock held by non-affiliates equals to or exceeds $700 million as of the last business day of the most recently completed second fiscal quarter. Table of Contents THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors in this prospectus. Securities offered 10,000,000 units (or 11,500,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one share of Class A common stock; and one-half of one redeemable warrant. Nasdaq symbols Units: INTEU Class A common stock: INTE Warrants: INTEW Trading commencement and separation of shares of Class A common stock and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the representative informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or Table of Contents amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units: Number outstanding before this offering 0 Number outstanding after this offering 10,000,000(1) Common stock: Number outstanding before this offering 2,875,000(2)(3) Number outstanding after this offering 12,500,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,860,000(1) Number of warrants to be outstanding after this offering and the private placement 9,860,000(1) Exercisability Each whole warrant offered in this offering is exercisable to purchase one share of Class A common stock, subject to adjustments as provided herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-half of one warrant, with each whole warrant exercisable for one share of Class A common stock in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities (other than any forward purchase shares) for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 375,000 founder shares by our initial stockholders for no consideration. Table of Contents (2) Includes up to 375,000 founder shares that will be forfeited by our initial stockholders depending on the extent to which the underwriters over-allotment option is exercised. (3) Founder shares are currently classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Includes 10,000,000 public shares and 2,500,000 founder shares. or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to Redemption of public warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Exercise period The warrants will become exercisable 30 days after the completion of our initial business combination; provided, that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is Table of Contents not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of public warrants Once the public warrants become exercisable, we may redeem the outstanding public warrants for cash: in whole and not in part; at a price of $0.01 per public warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (subject to adjustments as described under the heading Description of Securities Warrants Public Stockholders Warrants Anti-Dilution Adjustments ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the holders of the public warrants. We will not redeem the public warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the public warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the public warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Table of Contents If we call the public warrants for redemption in the manner described above, we will have the option to require all holders that wish to exercise such public warrants to do so on a cashless basis. In determining whether to require all holders to exercise their public warrants on a cashless basis, we will consider, among other factors, our cash position, the number of public warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our public warrants. In such event, each holder would pay the exercise price by surrendering the public warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the public warrants, multiplied by the difference between the exercise price of the public warrants and the fair market value (defined below) by (y) the fair market value. The fair market value means the average last reported sale price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the public warrants. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Stockholders Warrants for additional information Expression of interest The anchor investors (none of which are affiliated with any member of our management team, our sponsor or any other anchor investor) have expressed to us an interest in purchasing in the aggregate up to approximately $99.0 million of the units in this offering at the public offering price; provided, that no more than $9.9 million of the units in this offering shall be purchased by each anchor investor in such manner. Further, the anchor investors are expected to enter into separate agreements with our sponsor and certain of its members pursuant to which, subject to the conditions set forth therein, the anchor investors will agree to purchase, for nominal consideration, equity interests in our sponsor representing indirect beneficial interests in founder shares held by our sponsor or directly purchase, for nominal consideration, founder shares held by our sponsor that in the aggregate are up to 500,000 of the founder shares held by our sponsor upon the closing of this offering (with no direct or indirect beneficial interests in the private placement warrants or any other securities held by our sponsor). The negotiations between our sponsor and each anchor investor were separate and there are no arrangements or understandings among the anchor investors with regard to voting, including voting with respect to our initial business combination. Table of Contents The anchor investors have not been granted any stockholder or other rights that are in addition to those granted to our other public stockholders, and will only be issued equity interests in our sponsor representing indirect beneficial interests in founder shares held by our sponsor or directly issued founder shares purchased from our sponsor for nominal consideration, with no right to control our sponsor or vote or dispose of any securities held by our sponsor. Further, unlike some anchor investor arrangements of other blank check companies, the anchor investors are not required to (i) hold any units, Class A common stock or warrants they may purchase in this offering or thereafter for any amount of time, (ii) vote any shares of Class A common stock they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The anchor investors will have the same rights to the funds held in the trust account with respect to the Class A common stock underlying the units they may purchase in this offering as the rights afforded to our other public stockholders. There can be no assurance that the anchor investors will acquire any units in this offering, or as to the amount of such units the anchor investors will retain, if any, prior to or upon the consummation of our initial business combination. In the event that the anchor investors purchase such units (either in this offering or after) and vote their public shares in favor of our initial business combination, no affirmative votes from other public stockholders would be required to approve our initial business combination. However, because our anchor investors are not obligated to continue owning any public shares following the closing of this offering and are not obligated to vote any public shares in favor of our initial business combination, we cannot assure you that any of these anchor investors will be stockholders at the time our stockholders vote on our initial business combination, and, if they are stockholders, we cannot assure you as to how such anchor investors will vote on any business combination. Forward purchase shares Crescent Park, which is one of our anchor investors, and Carnegie Park have agreed, as the forward purchasers pursuant to their respective forward purchase agreements entered into with us, to purchase up to 2,500,000 shares of Class A common stock in the case of Crescent Park and up to 500,000 shares of Class A common stock in the case of Carnegie Park (referred to herein as the forward purchase shares) at $10.00 per share (as such price per share may be reduced to $9.20 per share or further reduced to below $9.20 per forward purchase share with respect to all or part of the forward purchase shares that are purchased in the manner described herein under Description of the Securities Forward Purchase Shares ) in private placements that will occur concurrently with the consummation of our initial Table of Contents business combination. The forward purchasers purchase of forward purchase shares pursuant to their respective forward purchase agreements will be subject to their respective internal approval processes and the other closing conditions set forth in their respective forward purchase agreements. Since the decision whether or not to purchase the forward purchase shares will be in the sole discretion of the forward purchasers, there can be no assurance that such purchases will be consummated. Each of the forward purchasers has the right to transfer all or a portion of its rights and obligation to purchase the forward purchase shares to one or more transferees who are affiliates of the forward purchaser (the forward transferees ), subject to compliance with applicable securities laws. Any such forward transferee will be subject to the same terms and conditions under the relevant forward purchase agreement. The forward purchase shares will be identical to the shares of Class A common stock underlying the units being sold in this offering, except that they will be subject to certain registration rights and transfer restrictions, as described herein under Principal Stockholder Transfers of Founder Shares, Private Placement Warrants and Forward Purchase Shares. The funds from the sale of the forward purchase shares will be used as part of the consideration to the sellers in the initial business combination and any excess funds will be used for working capital in the post-transaction company. The agreement by the forward purchasers to purchase the forward purchase shares in such manner is independent of the percentage of stockholders electing to redeem their public shares and is intended to provide us with a minimum funding level for the initial business combination. Founder shares On February 16, 2021 our sponsor subscribed for an aggregate 2,875,000 founder shares for a total subscription price of $25,000, or approximately $0.009 per share. Such shares are fully paid, and the cash amount of the subscription price therefor was received on February 16, 2021. Prior to the initial investment in the Company of $25,000 by the sponsor, the Company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the Company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 11,500,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 375,000 of the founder shares will be forfeited depending on the extent to which the underwriters over-allotment option is not exercised. Table of Contents The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 18 months from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation (an Extension Period ) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders founder shares, we would need 3,750,001, or 37.5%, of the 10,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment Table of Contents pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. Transfer restrictions on founder shares Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Stockholders Transfers of Founder Shares, Private Placement Warrants and Forward Purchase Shares. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if the closing price of our Class A common stock equals or exceeds $12.00 per share (subject to adjustments as described under the heading Description of Securities Warrants Public Stockholders Warrants Anti-dilution Adjustments ) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, including the forward purchase shares issued pursuant to the forward purchase agreements, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, including the forward purchase shares issued pursuant to the forward purchase agreements but Table of Contents excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided, that such conversion of founder shares will never occur on a less than one-for-one basis. Voting rights Holders of record of our Class A common stock and holders of record of our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 4,860,000 private placement warrants (or up to 4,950,000 private placement warrants if the underwriters over-allotment option is exercised), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $4,860,000 in the aggregate (or up to $4,950,000 in the aggregate if the underwriters over-allotment option is exercised), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $101.5 million (or $116.725 million if the underwriters exercise their over-allotment option in full) ($10.15 per unit in either case) will be held in the trust account. If we do not complete our initial business combination within 18 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering except that the private placement warrants (i) will not be redeemable by us, (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders (and the Class A common stock issuable upon exercise of these warrants may not be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, subject to certain limited exceptions), (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If we do not complete our initial business combination within 18 months from the closing of this offering, the private placement warrants will expire worthless. Transfer restrictions on private placement warrants The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as Table of Contents described herein under Principal Stockholders Transfers of Founder Shares, Private Placement Warrants and Forward Purchase Shares. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the Sponsor fair market value (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The Sponsor fair market value shall mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. Proceeds to be held in trust account Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $101.5 million, or $116.725 million if the underwriters over-allotment option is exercised in full ($10.15 per unit in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $2,000,000 in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $2.46 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $5,000,000 (or up to $6,050,000 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 18 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months from the closing of this Table of Contents offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $101,500 per year, assuming an interest rate of 0.1% per year; however we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $1,850,000 in working capital after the payment of approximately $610,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us; provided, that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.00 per warrant, at the option of the lender. Engagement of Advisor We engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC ( CCM ) to provide consulting and advisory services in connection with this offering, for which it will receive customary fees. CCM is engaged to represent our interests only, is independent of the underwriters and is not a party to any securities purchase agreement with us, the underwriters, or investors in relation to this offering. CCM is no participating (within the meaning of FINRA Rule 5110(j)(16)) in this offering, as such it is not acting as an underwriter in connection with this offering, it will not identify or solicit potential investors in this offering or otherwise be involved in the distribution of this offering. Table of Contents Conditions to completing our initial business combination Nasdaq rules require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock or shares of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above; provided, that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable. Table of Contents Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted purchases of our securities for a description of how our sponsor, initial stockholders, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float Table of Contents of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.15 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares they hold and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq we will be required to comply with Nasdaq s stockholder approval rules. Table of Contents The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders founder shares, we would need 3,750,001, or 37.5%, of the 10,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. In the event that our anchor investors purchase all of the approximately $99.0 million of the units that they collectively Table of Contents have expressed an interest in purchasing in this offering and vote their public shares in favor of our initial business combination, no affirmative votes from other public stockholders would be required to approve our initial business combination. However, because our anchor investors are not obligated to continue owning any public shares following the closing of this offering and are not obligated to vote any public shares in favor of our initial business combination, we cannot assure you that any of these anchor investors will be stockholders at the time our stockholders vote on our initial business combination, and, if they are stockholders, we cannot assure you as to how such anchor investors will vote on any business combination. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy Table of Contents materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the date on which the vote on the proposal to approve the initial business combination is to be held. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares. Our amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC s penny stock rules). In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Table of Contents Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management team to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management team at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial Table of Contents business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated certificate of incorporation provides that we will have only 18 months from the closing of this offering to complete our initial business combination or during any Extension Period. If we are unable to complete our initial business combination within such 18-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18-month time period. Our initial stockholders have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 18 months from the closing of this offering or during any Extension Period. However, if our initial stockholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 18-month time frame. Table of Contents The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 18 months from the closing of this offering or during any Extension Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering or with respect to any other material provisions relating to stockholders rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account. Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Table of Contents Payment of up to $20,000 per month for administrative and other services; Subject to approval by our audit committee, payments for advisory or consulting services that may be provided to us by members of our board in connection with our initial business combination; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Conflicts of Interest Certain of our officers and directors presently have, and any of them in the future may have, additional fiduciary, contractual or other obligations to other entities pursuant to which such officers or directors are or will be required to present a business combination opportunity to such entity. Accordingly, such officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as our director or officer and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent Table of Contents the director or officer is permitted to refer that opportunity to us without violating another legal obligation. In addition to the foregoing, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or ventures may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Table of Contents SUMMARY FINANCIAL DATA The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. June 30, 2021 Actual As Adjusted(1) Balance Sheet Data: Working capital (deficiency)(1) $ (164,100 ) $ 1,856,952 Total assets (2) 219,865 103,356,952 Total liabilities (3) 212,913 6,013,935 Value of Class A common shares subject to possible redemption (4) $ 101,500,000 Shareholders equity (5) 6,952 (4,156,983 ) (1) The as adjusted calculation includes $1,850,000 of cash held outside the trust account (assuming no exercise of the underwriters over-allotment option), plus $6,952 of actual shareholders equity on June 30, 2021. (2) The as adjusted calculation equals $101,500,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $1,850,000 in cash held outside the trust account (assuming no exercise of the underwriters over-allotment option), plus $6,952 of actual shareholders equity on June 30, 2021. (3) The as adjusted calculation equals $5,000,000 of deferred underwriting commissions, assuming the underwriters over-allotment option is not exercised, plus $1,013,935 of FPA liability. (4) The as adjusted calculation equals the as adjusted total assets, less the as adjusted total liabilities, less the as adjusted shareholders equity either immediately prior to or upon consummation of our initial business combination. (5) Excludes 10,000,000 common shares sold in the offering which are subject to redemption in connection with our initial business combination. The as adjusted calculation equals the as adjusted total assets, less the as adjusted total liabilities, less the value of Class A common stock that may be redeemed in connection with our initial business combination ($10.15 per share). Table of Contents RISKS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/INVZW_innoviz_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/INVZW_innoviz_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/INVZW_innoviz_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/IONQ-WT_ionq-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/IONQ-WT_ionq-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9c6878b893668f02cc970fd0561af3ea066d8555
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/IONQ-WT_ionq-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto and the information set forth in the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations. Unless the context otherwise requires, we use the terms IonQ, company, we, us and our in this prospectus to refer to IonQ, Inc. and our wholly owned subsidiaries. Overview We are developing quantum computers designed to solve the world s most complex problems, and transform business, society and the planet for the better. We believe that our proprietary technology, our architecture and the technology exclusively available to us through license agreements will offer us advantages both in terms of research and development, as well as the commercial value of our intended product offerings. We sell access to a quantum computer with 11 qubits and we are in the process of researching and developing technologies for quantum computers with increasing computational capabilities. We currently make access to our quantum computers available via three major cloud platforms, Amazon Web Services (AWS) Amazon Braket, Microsoft s Azure Quantum, Google s Cloud Marketplace, and to select customers via our own cloud service. We are still in the early stages of generating revenue with our 11-qubit quantum computer. Since our inception, we have incurred significant operating losses. Our net losses were $15.4 million and $17.3 million for the year ended December 31, 2020 and the six months ended June 30, 2021, respectively, and we expect to continue to incur significant losses for the foreseeable future. As of June 30, 2021, we had an accumulated deficit of $56.9 million. Corporate Information We were originally known as dMY Technology Group, Inc. III. We are engaged in quantum computing and develop general-purpose quantum computing systems. On March 7, 2021, Legacy IonQ, dMY, and the Merger Sub consummated the transactions contemplated under the Business Combination Agreement, following the approval at the special meeting of the stockholders of dMY held September 28, 2021. In connection with the Closing of the Business Combination, we changed our name from dMY Technology Group, Inc. III to IonQ, Inc. Our principal executive offices are located at 4505 Campus Drive, College Park, MD 20740, and our telephone number is (301) 298-7997. Our corporate website address is www.ionq.com. Information contained on or accessible through our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only. IonQ and our other registered and common law trade names, trademarks and service marks are property of IonQ, Inc. This prospectus contains additional trade names, trademarks and service marks of others, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or symbols. Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As an emerging growth company, we are exempt from certain requirements related to If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To Be Registered Amount to be Registered(1) Proposed Maximum Aggregate Offering Price Per Security Proposed Maximum Aggregate Offering Price Amount of Registration Fee Primary Offering Common Stock, $0.0001 par value per share 11,500,000(2) $9.465(5) $108,847,500 $10,090.16(5) Secondary Offering Common Stock, $0.0001 par value per share 105,086,092(3) $9.465(5) $994,639,861 $92,203.12(5) Warrants to purchase Common Stock 4,000,000(4) (6) Total 116,586,092 $9.465 $1,103,487,361 $102,293.28(7) (1) In the event of a stock split, stock dividend or other similar transaction involving the registrant s common stock, in order to prevent dilution, the number of shares of common stock registered hereby shall be automatically increased to cover the additional shares of common stock in accordance with Rule 416(a) under the Securities Act. (2) Consists of (i) 4,000,000 shares of common stock issuable upon the exercise of warrants issued to dMY Sponsor III, LLC in a private placement (the Private Warrants ) and (ii) 7,500,000 shares of common stock issuable upon the exercise of warrants included in the publicly sold units (the Public Warrants ) to purchase common stock, in each case at an exercise price of $11.50 per share. (3) Consists of (i) 34,500,000 shares of common stock issued pursuant to subscription agreements entered into on March 7, 2021, (ii) up to 7,500,000 shares of common stock issued in a private placement to the dMY Initial Stockholders in connection with the initial public offering of dMY, (iii) up to 4,000,000 shares of common stock that may be issued upon exercise of the Private Warrants, (iv) up to 59,086,092 shares of common stock (including shares issuable upon exercise of convertible securities) pursuant to that certain Amended and Restated Registration Rights Agreement, dated September 30, 2021, between us and the selling securityholders granting such holders registration rights with respect to such securities. (4) Represents the resale of 4,000,000 Private Warrants. (5) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The price per share and aggregate offering price are based on the average of the high and low prices of the Registrant s common stock on October 1, 2021, as reported on the New York Stock Exchange. (6) In accordance with Rule 457(i), the entire registration fee for the Private Warrants is allocated to the shares of common stock underlying the Private Warrants, and no separate fee is payable for the Private Warrants. (7) Paid upon the initial filing of this registration statement. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Registration Rights Agreement means that certain Amended and Restated Registration Rights Agreement, dated September 30, 2021, between and among IonQ and certain securityholders who are parties thereto. Sponsor means dMY Sponsor III, LLC. Warrants means the Private Warrants and the Public Warrants. executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our President and Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. dMY previously elected to avail itself of the extended transition period. We will be an emerging growth company at least until December 31, 2021 and intend to take advantage of the benefits of the extended transition period emerging growth company status permits. During the extended transition period, it may be difficult or impossible to compare our financial results with the financial results of another public company that complies with public company effective dates for accounting standard updates because of the potential differences in accounting standards used. We will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2025, (b) the last date of our fiscal year in which we have a total annual gross revenue of at least $1.07 billion, (c) the date on which we are deemed to be a large accelerated filer under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/IPM_intelligen_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/IPM_intelligen_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/IPM_intelligen_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/IRON_disc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/IRON_disc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1d0a1d38e5df81c139b58ac6a13096f94c35ac36
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/IRON_disc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1 THE OFFERING 6 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 7 MARKET AND INDUSTRY DATA 9 RISK FACTORS 10 USE OF PROCEEDS 50 DIVIDEND POLICY 50 SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 51 BUSINESS 52 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GEMINI 68 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 88 MANAGEMENT AFTER THE BUSINESS COMBINATION 95 EXECUTIVE COMPENSATION OF GEMINI 100 DESCRIPTION OF GEMINI S SECURITIES 108 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 112 SELLING SECURITYHOLDERS 114 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 116 PLAN OF DISTRIBUTION 120 ADDITIONAL INFORMATION 124 WHERE YOU CAN FIND MORE INFORMATION 124 INDEX TO FINANCIAL STATEMENTS F-1 i SUMMARY OF MATERIAL RISKS ASSOCIATED WITH OUR BUSINESS Our business is subject to numerous risks and uncertainties that you should be aware of in evaluating our business. These risks include, but are not limited to, the following: Gemini has incurred significant losses since its inception and expects to incur losses for the foreseeable future. Gemini will require additional capital to finance its operations, which may not be available to it on acceptable terms, or at all. As a result, Gemini may not complete the development and commercialization of GEM103 or any other product candidates. Gemini is heavily dependent on the success of GEM103, its lead product candidate. GEM103 and any other product candidates must undergo rigorous clinical trials and regulatory approvals, and success in nonclinical studies or earlier-stage clinical trials may not be indicative of results in future clinical trials. Gemini is subject to many manufacturing risks, any of which could substantially increase its costs, delay clinical programs and limit supply of its products. Gemini must attract and retain highly skilled employees in order to succeed. If Gemini is not able to retain its current senior management team and its scientific advisors or continue to attract and retain qualified scientific, technical and business personnel, its business will suffer. Gemini s success depends upon its ability to obtain and maintain intellectual property protection for its products and technologies. It is difficult and costly to protect its proprietary rights and technology, and Gemini may not be able to ensure their protection. Gemini will rely on third parties to conduct its clinical trials. If these third parties do not successfully carry out their contractual duties or meet expected deadlines or comply with regulatory requirements, Gemini may not be able to obtain regulatory approval of or commercialize any potential product candidates. Its business could be adversely affected by the effects of health epidemics, including the recent COVID-19 pandemic, in regions where third parties for which Gemini relies have significant research, development or manufacturing facilities, concentrations of clinical trial sites or other business operations, causing disruption in supplies and services. The future sales of shares by existing stockholders and future exercise of registration rights may adversely affect the market price of Gemini s Common Stock. The summary risk factors described above should be read together with the text of the full risk factors below and in the other information set forth in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes, as well as in other documents that we file with the SEC. If any such risks and uncertainties actually occur, our business, prospects, financial condition and results of operations could be materially and adversely affected. The risks summarized above or described in full below are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial may also materially adversely affect our business, prospects, financial condition and results of operations. ii INTRODUCTORY NOTE AND FREQUENTLY USED TERMS On February 5, 2021 (the "Closing Date"), FS Development Corporation, a Delaware corporation ("FSDC"), consummated the previously announced business combination (the "Business Combination") pursuant to the terms of the Agreement and Plan of Merger, dated as of October 15, 2020 (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among Gemini Therapeutics, Inc., a Delaware corporation ("Old Gemini"), Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative, agent and attorney-in-fact of the Company Securityholders (the "Stockholders Representative"), FSDC and FSG Merger Sub Inc., a Delaware corporation ("Merger Sub"). On the day prior to the Closing Date, Old Gemini changed its name to "Gemini Therapeutics Sub, Inc." Pursuant to the Merger Agreement, on the Closing Date, (i) FSDC changed its name to "Gemini Therapeutics, Inc." (together with its consolidated subsidiaries, "Gemini"), and (ii) Old Gemini merged with and into Merger Sub (the "Merger"), with Old Gemini as the surviving company in the Merger and, after giving effect to such Merger, Old Gemini becoming a wholly-owned subsidiary of Gemini. In accordance with the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), (i) all shares of Old Gemini s Series B Preferred Stock (including shares of Series B Preferred Stock issued upon conversion of outstanding convertible promissory notes), Series A Preferred Stock and Common Stock (collectively, "Old Gemini Stock") issued and outstanding immediately prior to the Effective Time, whether vested or unvested, was converted into the right to receive their pro rata portion of the 17,942,274 shares of FSDC Class A Common Stock (the "Common Stock") issued as Merger consideration (the "Merger Consideration"), provided that 2,150,000 shares of Common Stock are being held in escrow for a period of 12 months to satisfy any indemnification obligations of Old Gemini under the Merger Agreement; (ii) each option exercisable for Old Gemini Stock that was outstanding immediately prior to the Effective Time was assumed and continues in full force and effect on the same terms and conditions as were previously applicable to such options, subject to adjustments to exercise price and number of shares Common Stock issuable upon exercise based on the final conversion ratio calculated in accordance with the Merger Agreement, and (iii) 4,264,341 shares of Common Stock were reserved for issuance under the newly adopted 2021 Stock Option and Incentive Plan (the "2021 Plan"). Unless the context otherwise requires, "we," "us," "our," and the "Company" refer to Gemini and its consolidated subsidiaries. All references herein to the "Board" refer to the board of directors of Gemini. All references herein to the "Closing" refer to the closing of the transactions contemplated by the Merger Agreement (the "Transactions"), including the Merger and the transactions contemplated by the subscription agreements entered into by FSDC and certain investors (the "PIPE Investors") pursuant to which the PIPE Investors collectively committed to subscribe for, and did subscribe for, an aggregate of 9,506,000 shares of Common Stock for an aggregate purchase price of $95,060,000 (the "PIPE Financing"). In addition, in this document, unless otherwise stated or the context otherwise requires, references to: "Board" means the board of directors of Gemini. "Business Combination" means the business combination pursuant to the Merger Agreement. "Bylaws" or "By-laws" means the Amended and Restated Bylaws of Gemini. "Charter" or "Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of Gemini. "Closing" means the closing of the Business Combination. "Code" means the Internal Revenue Code of 1986, as amended. "Common Stock" means the Common Stock of Gemini following the Closing. "Convertible Notes" means those certain Convertible Promissory Notes of Old Gemini in the aggregate principal amount of $14,000,000, issued on August 21, 2020 to certain Gemini Equityholders pursuant to the Convertible Promissory Note Purchase Agreement dated August 21, 2020 among Old Gemini and such Gemini Equityholders. "DGCL" means the Delaware General Corporation Law. iii "Effective Time" means the time at which the Business Combination became effective pursuant to the terms of the Merger Agreement. "Equity Incentive Plan" means the 2021 Stock Option and Incentive Plan. "Exchange Act" means the Securities Act of 1934, as amended from time to time. "Founders Shares" means the Class B Common Stock held by the FSDC Investors since June 30, 2020. "FSDC" means FS Development Corp., our predecessor. "FSDC Investors" means the Sponsor, Robert Carey, Daniel Dubin and Deepka Pakianathan. "FSDC Class A Common Stock" or "Class A Common Stock" means the shares of Class A Common Stock, par value $0.0001 per share, of FSDC. "FSDC Class B Common Stock" or "Class B Common Stock" means the shares of Class B Common Stock, par value $0.0001 per share, of FSDC. "FSDC IPO" means FSDC s initial public offering. "Gemini" means Gemini Therapeutics, Inc. (f/k/a FS Development Corp.) following the Closing of the Business Combination. "Gemini Equityholders" means the holders of equity interests in Old Gemini as of the time immediately before the Business Combination. "Old Gemini Stock" means, collectively, all shares of Old Gemini s Series B Preferred Stock, Series A Preferred Stock and Common Stock. "Major Gemini Investors" means Atlas Venture Fund X, L.P., Atlas Venture Opportunity Fund I, L.P., Lightstone Singapore L.P., Lightstone Ventures (A), L.P., Lightstone Ventures, L.P., OrbiMed Private Investments VI, LP and Wu Capital Investment LLC. "Merger Agreement" means the Merger Agreement, dated as of October 15, 2020, by and among FSDC, Merger Sub, Old Gemini and the Shareholders Representative. "Merger Consideration" means the Closing Payment Shares to be issued as the consideration for the Business Combination. "Merger Sub" means FSG Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of FSDC. "Old Gemini" means Gemini Therapeutics Inc. prior to the Closing of the Business Combination. "PIPE Financing" refers to the sale of 9,506,000 newly issued shares of Common Stock in a private placement concurrent with the Business Combination. "Public Shares" means FSDC Class A Common Stock issued in the FSDC IPO. "Registration Rights Agreement" means the Registration Rights Agreement, dated February 5, 2021 by and among Gemini, Old Gemini, the FSDC Investors and the Major Gemini Investors. "SEC" means the Securities Exchange Commission or any successor organization. "Securities Act" means the Securities Act of 1933, as amended from time to time. "Shareholders Representative" means Shareholder Representative Services LLC. "Sponsor" means FS Development Holdings, LLC. iv ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using a "shelf" registration process. Under this shelf registration process, we and the Selling Securityholders and their permitted transferees may, from time to time, issue, offer and sell, as applicable, any combination of the securities described in this prospectus in one or more offerings. We may use the shelf registration statement to issue up to an aggregate of 29,368,920 shares of our common stock that were issued to the PIPE Investors in a private placement in connection with the closing of the Business Combination and to certain of our stockholders as consideration in connection with the Business Combination . The Selling Securityholders and their permitted transferees may use the shelf registration statement to sell such securities from time to time through any means described in the section entitled "Plan of Distribution." More specific terms of any securities that the Selling Securityholders and their permitted transferees offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the common stock being offered
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/IRRXW_integrated_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/IRRXW_integrated_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d99e1e0978e9dedcc7022430b0dd3f8197a36383
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/IRRXW_integrated_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: anchor investors are the 12 qualified institutional buyers or institutional accredited investors which are not affiliated with us, our sponsor, our directors or any member of our management and that have expressed to us an interest in purchasing an aggregate amount of up to 20,000,000 units in this offering at a purchase price of $10.00 per unit, but such amount will be subject to reduction by the underwriters to allow for sales to additional investors as necessary to comply with NYSE listing requirements, and subject to each anchor investor purchasing 100% of the units allocated to it by the underwriter, each such anchor investor will purchase either 142,425, 113,637, or 74,243, depending on such investors percentage investment, founder shares at the original purchase price of approximately $0.004 per share, as further described herein; common stock are to our Class A common stock and our Class B common stock, collectively; founder shares are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, including any founder shares purchased by anchor investors, and the shares of our Class A common stock issued upon the conversion thereof as provided herein; initial stockholders are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees), provided that the anchor investors shall not be deemed initial stockholders as a result of their receipt of founder shares concurrent with this offering; management or our management team are to our officers and directors; private placement warrants are to the warrants initially issued to our sponsor in a private placement simultaneously with the closing of this offering; public shares are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders, anchor investors and management team to the extent our initial stockholders, anchor investors and/or members of our management team purchase public shares, provided that each initial stockholder s, anchor investor s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; public warrants are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor (or permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination; sponsor are to DHIP Natural Resources Investments, LLC, a Delaware limited liability company affiliated with Rio Grande Pacific Corporation and DHIP Group; warrants are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; and IRR, we, us, our, company or our company are to Integrated Rail and Resources Acquisition Corp. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED OCTOBER 26, 2021 $200,000,000 Integrated Rail and Resources Acquisition Corp. 20,000,000 Units Integrated Rail and Resources Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described herein. If we do not complete our initial business combination within 12 months from the closing of this offering (subject, however, to two three-month extensions, as further described herein), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as further described herein. We will have 12 months from the closing of this offering to consummate an initial business combination. In addition, if we anticipate we may not be able to consummate our initial business combination within 12 months, we may, but we are not obligated to, extend the period of time to consummate a business combination up to two times by an additional three months each time (for a total of up to 18 months to complete a business combination), subject to our sponsor (or its affiliates or designees) depositing into the trust account maintained by American Stock Transfer & Trust Company, acting as trustee, an amount of $0.10 per unit sold to the public in this offering for each such three-month extension (resulting in a total deposit of $10.30 per public share sold in the event both extensions are elected), as described in more detail in this prospectus. Public stockholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension. Our sponsor, DHIP Natural Resources Investments, LLC, has agreed to purchase an aggregate of 8,500,000 warrants (or 9,400,000 warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant ($8,500,000 in the aggregate, or $9,400,000 if the over-allotment option is exercised in full) each exercisable to purchase one share of our Class A common stock at a price of $11.50 per share, in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Our initial stockholders, which include our sponsor, own an aggregate of 5,750,000 shares of our Class B common stock (up to 750,000 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into shares of Class A common stock at the time of our initial business combination. In addition, each of (i) Castle Creek Strategies LLC, Context Partners Master Fund, L.P., D. E. Shaw Valence Portfolios, L.L.C., Meteora Capital Partners, LP, HGC Investment Management Inc., Highbridge Capital Management, LLC, Radcliffe Capital Management, L.P., and Polar Asset Management Partners Inc., have expressed an interest in purchasing 9.40% of the units offered in the offering, (ii) Sandia Investment Management L.P. and Space Summit Capital LLC have expressed an interest in purchasing 7.50% of the units offered in the offering, and (iii) Vestcor, Inc. and certain accounts managed by Eagle Point Credit Management LLC have expressed an interest in purchasing 4.90% of the units offered in the offering, or in each case funds affiliated with such investors, together the anchor investors, for an aggregate purchase price of no more than $200 million, at the public offering price of the units, and we have agreed to direct the underwriters to offer to each anchor investor such units. The anchor investors as a group have expressed an interest in purchasing up to 20,000,000 units in the aggregate (whether or not the underwriters over-allotment option is exercised in full or in part), up to 100% of the units issued in this offering (or 86.96% of the units issued in this offering if the underwriters over-allotment is exercised in full). Such amounts of units will be allocated among the anchor investors as determined by the underwriters and will be subject to reduction by the underwriters to allow for sales to additional investors as necessary to comply with NYSE listing requirements. Assuming the anchor investors purchase the units in which they have expressed an interest, we have agreed to issue to the anchor investors 1,515,160 shares of our Class B common stock in connection with the closing of this offering, and our sponsor will cancel a like number of shares. Accordingly, if the anchor investors purchase the full amount of units in which they have expressed an interest, the anchor investors would own an aggregate of approximately 86.06% of the outstanding shares following this offering (or approximately 76.84% of the outstanding shares if the over-allotment option is exercised in full) and our sponsor would own approximately 13.94% of the outstanding shares following this offering (or approximately 12.45% of the outstanding shares if the over-allotment option is exercised in full). If the anchor investors purchase all of the units that are allocated to them, even after taking into account such reductions as are necessary to comply with the NYSE listing requirements, substantially all of the units purchased in this offering will be held by the anchor investors and these investors will potentially have different interests than our other public stockholders, as further discussed in this prospectus. The anchor investors will also have the potential to realize enhanced economic returns and overall economic outcome from their investment in us in comparison to our other public stockholders who are not making anchor investments and purchasing founder shares. If the anchor investors purchase all of the units that are allocated to them, even after taking into account such reductions as are necessary to comply with the NYSE listing requirements, the anchor investors purchases would significantly reduce the available public float for our securities. Any such reduction in our available public float may consequently reduce the trading volume, volatility, and liquidity of our securities relative to what they would have been had such units been purchased by public investors and could result in our securities being delisted from the NYSE. For a discussion of certain additional arrangements with the anchor investors, see Principal Stockholders Expressions of Interest. Currently, there is no public market for our units, Class A common stock or warrants. We intend to apply to list our units on the New York Stock Exchange, or the NYSE, under the symbol IRRXU . We expect that our units will be listed on the NYSE on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Stifel, Nicolaus & Company, Incorporated informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on the NYSE under the symbols IRRX and IRRXW respectively. Table of Contents Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Unless otherwise stated in this prospectus, or the context otherwise requires, the information presented herein assumes that none of the anchor investors purchases 100% of the units that are allocated to it. For a detailed discussion of the arrangements with the anchor investors, please see Principal Stockholders Expressions of Interest. Overview We are a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any stage of its corporate evolution or in any industry or sector, we intend to focus our search in North America on railroad companies that transport bulk commodities, terminal companies that transload bulk commodities to and from railroads and pipelines, trucks, and ports, the companies that produce bulk commodities moved by railroads in large volumes, and the rail cars that are used to transport bulk commodities. Bulk commodities include grains and vegetable oils, mineral and metallic ores and concentrates, energy fuels, biofuels, cement and aggregates, and other goods and commodities essential to modern economies. This vertical integration enables synergies and economies of scale and leverages the inherent energy efficiency and low carbon emissions of freight trains, and the rapidly growing demand for bulk commodities necessary to transform industrialized economies into energy efficient and green economies, and to transform emerging economies into industrialized economies. Management Team and Board of Directors Our experienced management team is sourced from two companies focused in the infrastructure sector, Rio Grande Pacific Corporation and DHIP Group. We believe our Board of Directors has unique expertise and a strong reputation in the transportation and bulk commodity production industries. Rio Grande Pacific Corporation and DHIP Group s expertise and knowledge of these industries, as well as mergers, acquisitions, and finance, are described below. Rio Grande Pacific Corporation ( RGPC ), co-founded by Chairman Richard D. Bertel in 1986, is an integrated railroad and railroad-services provider operating more than 1,000 miles of short-line and regional railroads in six states as well as providing complementary and ancillary services to the freight and passenger rail industries. RGPC s services include safety-critical commuter transit operations and maintenance services, industrial in-plant rail car switching for industries, ports and terminals, third-party train dispatching, specialized heavy railway equipment original equipment manufacturer ( OEM ) re-manufacturing, railway signal design, construction and technology, and railway systems technology engineering. RGPC s experience also includes greenfield railway development, international railway and heavy-haul value engineering, railcar fleet management, and commercial real estate acquisitions and management. RGPC s senior management team has more than 160 years combined experience in railroad industry acquisitions, finance, operations, marketing, construction, regulatory compliance, environmental permitting, and effective capital deployment. RGPC is directing the regulatory approvals, environmental permitting, design, procurement, and construction of the $2.4 billion Uinta Basin Railway Project in northwestern Utah. (Currently, the Uinta Basin Railway Table of Contents We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 42 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 200,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 11,000,000 Proceeds, before expenses, to Integrated Rail and Resources Acquisition Corp. $ 9.45 $ 189,000,000 (1) Includes $0.20 per unit, or $4,000,000 in the aggregate (or $4,600,000 if the over-allotment option is exercised in full) payable to the underwriters upon the closing of this offering. Includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,050,000 if the over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions which will be placed in a trust account located in the United States as described herein and released to the underwriters only upon consummation of our initial business combination. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See the section of this prospectus entitled Underwriting beginning on page 174 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $202,000,000 million or $232,300,000 if the underwriters over-allotment option is exercised in full ($10.10 per unit in either case) will be deposited into a trust account in the United States at Goldman, Sachs & Co., with American Stock Transfer & Trust Company acting as trustee, Goldman, Sachs & Co. acting as investment manager, and $750,000 will be available to pay fees and expenses in connection with the closing of this offering and $750,000 for working capital following the closing of this offering. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Sole Book-Running Manager Stifel , 2021 We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. Table of Contents Final Environmental Impact Statement is being finalized by the U.S. Surface Transportation Board, with publication anticipated in August 2021, and its Section 404 permit is being finalized by the U.S. Army Corps of Engineers, with issuance anticipated in September 2021. Final engineering has commenced on critical portions of the project with construction start anticipated in January 2023 and construction completion anticipated in December 2024). DHIP Group ( DHIP ), formerly known as Drexel Hamilton Infrastructure Partners LP, has developed, financed and invested in several major infrastructure projects since its creation in 2017. DHIP is an independent infrastructure fund manager that combines deep bulk commodity and transportation industry expertise with industrial best practices operational management. DHIP is the developer of the $2.5 billion Plaquemines Liquids Terminal and Pelican Pipeline projects in Louisiana and the $2.4 billion Uinta Basin Railway and Uinta Basin Terminal projects in Utah. DHIP believes it can create superior value for stakeholders by leveraging a proprietary set of relationships developed not only during its team s time in the private sector, but also while serving in the United States military and government. Its dedicated and seasoned professionals have completed a variety of greenfield and brownfield projects for the United States military and certain United States government allies. DHIP s team of professionals combines industry-specific skillsets with financial and operational competence honed during years of private sector and domestic and overseas military experience. DHIP is further complemented by a diverse and growing contingent of experienced senior advisors and operating partners. DHIP believes these unique relationships will add significant value in identifying and completing an attractive acquisition. Our management team will be organized as described in the table below. Title Name Profession Chief Executive Officer Richard D. Bertel Chief Executive Officer, RGPC President and Chief Operating Officer Mark A. Michel Managing Partner, DHIP Group Senior Vice President and Chief Financial Officer Chris A. Bertel Executive Vice President, Finance, RGPC Senior Vice President and Chief Acquisition Officer Timothy J. Fisher Managing Partner, DHIP Group Senior Vice President and General Counsel Robert L. Bach President and Chief Operating Officer, RGPC Vice President, Infrastructure Analysis Mark W. Hemphill Senior Vice President, RGPC Vice President, Commercial Analysis Michael A. Haeg Vice President, RGPC Management Team Richard D. Bertel. Mr. Bertel is the Co-Founder, Chairman and Chief Executive Officer of RGPC. Before founding RGPC in 1986, he founded Trax Engineering & Associates, Inc., an internationally operating civil engineering consultancy specializing in heavy-haul railway projects. Clients and projects included state and federal Departments of Transportation, financial institutions seeking due diligence expertise, and foreign investment entities requiring professional review of railway privatization tenders in offshore companies. In addition, he has been involved in short line and regional start-ups, financial turnarounds, and transition management for both public and private railroad owners. Richard Bertel earned a bachelor s degree in business administration from Texas Wesleyan University and an MBA in finance from Texas Christian University. He will also serve as Chairman of our Board of Directors. Table of Contents Mark A. Michel. Mr. Michel is a Managing Partner at the DHIP Group where he leads the infrastructure line of business. He directs equity investments in high-quality infrastructure assets in the energy, transport and water/wastewater asset classes by custom tailoring financing solutions across a breadth of capital needs. Prior to joining DHIP Group in 2017, he was a Managing Director and Head of Project and Structured Finance at Drexel Hamilton from 2016 to 2019, a full-service institutional investment banking and financial advisory firm. Prior to his time at Drexel Hamilton, he raised capital and worked to structure transactions at Corporate Capital Trust, a $6 billion Business Development Company (BDC) owned and operated by KKR & CNL. Prior to his career in financial services, he served in the White House and was the Navy s Representative to the National Security Council in the White House Situation Room and was a member of the National Security Council staff. Prior to his White House service, he was a career naval officer achieving the rank of Commander and served in the United States Navy for more than 20 years focusing his service within Naval Special Warfare (SEALs) and the Special Operations and Intelligence Communities and held senior-level positions throughout the Intelligence Community and National Security establishment. He earned a bachelor s degree in political science from Auburn University and an MBA in finance from the University of Miami Herbert School of Business. He will also serve as Vice-Chairman of our Board of Directors. Chris A. Bertel. Mr. Bertel, a fifth-generation railroad executive with more than 20 years of experience, is the Executive Vice President Finance at RGPC. He leads strategic financial planning, direction of capital planning, budgeting and forecasting, compliance reporting, and analyzing potential M&A acquisitions and investment opportunities. He has established and oversees annual key performance indicators for RGPC s companies and divisions to ensure appropriate financial and operations objectives are being met. He also manages RGPC s relationships with commercial and investment banks with which RGPC interacts. He earned a bachelor s degree in finance from Stephen F. Austin University and an MBA in finance from the University of North Texas. Timothy J. Fisher. Mr. Fisher is a Managing Partner at the DHIP Group, where he is responsible for originating and directing equity investments in a variety of infrastructure assets for the independent fund and alongside operating or co-investment partners. He also works to optimize the capital structure of portfolio companies and to develop new business for portfolio companies. Prior to forming DHIP, he was Managing Partner and Head of Investment Banking at Drexel Hamilton where he worked from 2015 to 2020, a full-service institutional investment banking and financial advisory firm. He worked with a variety of private companies to provide capital solutions and assisted them with structuring and raising equity and debt financing from institutional investors for a variety of purposes including M&A, working capital, capital expenditures, and refinancing. He moved to the buy side as an assistant MLP portfolio manager at Parker Global Strategies in 2013, with his fund posting well above benchmark returns annually. In July 2014, he left to help a family office invest a proprietary pool of capital, raise outside capital and develop new business for lower middle market private companies in the oil and gas, transportation, and specialty finance sectors. He was a U.S. Army Artillery Officer, serving three tours in Iraq where he earned two Bronze Stars and an Army Commendation Medal with V-Device. He is a graduate of the U.S. Military Academy (West Point) and earned an MBA from the New York University Stern School of Business. Mr. Fisher will also serve as a member of our Board of Directors. Robert L. Bach. Mr. Bach is the President and Chief Operating Officer at RGPC. He joined RGPC as its President in 2011. Prior to RGPC, he spent 30 years in private practice with a law firm in Minneapolis. During his career, he developed extensive expertise in the legal and business issues confronting short line railroads, which provides him with a broad understanding of the role of short line railroads in commerce, and the related advantages the industry provides to its customers. He earned a bachelor s degree from the University of Iowa and a JD from the University of Minnesota Law School. Mark W. Hemphill. Mr. Hemphill is Senior Vice President for Project Development at RGPC. Since August 2019, he has led RGPC s development of greenfield railways and strategic acquisition of railways, and other major projects that require integrated commercial, regulatory, engineering, and construction planning and Table of Contents execution. His railroad career has focused on management, integration, and execution of cross-discipline programs including directing, from Baghdad (from February 2005 to August 2006), the U.S. government s $250 million reconstruction of the Iraqi Republic Railways following the Iraq War, and 13 years (from September 2006 through July 2019) leading the Railway Consulting Group for HDR, Inc., a 12,000 employee consulting engineering and scientific company. His clients for strategic initiatives at HDR included BNSF Railway, Canadian National Railway, CSX Transportation, Ferromex, Union Pacific Railroad, Sumitomo, and the Kingdoms of Bahrain and Saudi Arabia, for projects in North and South America, Australia, and the Middle East. He earned a bachelor s degree magna cum laude from the University of Colorado and a master s degree in history from the University of Illinois at Urbana-Champaign. Michael A. Haeg. Mr. Haeg is the Vice President for Marketing and Sales at RGPC and has been with the company since 2012. He leads commercial planning, customer relationships and marketing strategies at RGPC. Following a management position at Union Pacific Railroad in grain marketing, he began his short line railroad career with KYLE Railways Inc., as its first Vice President for marketing and sales. He continued with that specific role during StatesRail s LLC acquisition of KYLE Railways and the eventual acquisition of StatesRail LLC by publicly traded RailAmerica. He is also a member of the Surface Transportation Board Grain Car Counsel and a member of Union Pacific Railroad s Short Line Advisory Group. He earned a bachelor s degree from St. John s University (Minn.) and a master s degree in international management from the American Graduate School of International Management. Independent Directors Nathan Asplund. Mr. Asplund currently serves as Partner and President of the Columbia Strategic Consulting Group, LLC, which delivers critical advocacy and coordination expertise, in order to finance and construct vital infrastructure projects. He joined the Columbia Group in 2021 after serving as President of two regional railroads in the United States: The Red River Valley & Western Railroad from 2015 to 2017, serving 500 plus miles between North Dakota and Minnesota, and Florida East Coast Railway from 2018 to 2021, the highest volume regional railroad in the U.S. His career also includes roles at BNSF Railway from 2007 to 2015, where he successfully led both Public Private Partnerships and the Mexico Business Unit. In addition to railroading, he achieved several international and domestic oil and gas development initiatives for Crowley Maritime Corporation. He was most recently the Chairman of the Railroad-Shipper Transportation Advisory Council (RSTAC), a public advisory committee and part of the Surface Transportation Board. He earned a bachelor s degree in agricultural economics from Washington State University and a master s degree in economics with an agribusiness specialty from The Ohio State University. Rollin D. Bredenberg. Mr. Bredenberg is an independent consultant in railroad operations where he advises the Federal Railroad Administration in Positive Train Control (PTC) interoperability requirements and the Amtrak Metrics and Standards rulemaking. Prior to his career in railroad operations consulting, he served in various roles for over 20 years as the Vice President of Capacity Planning and Operations Research at BNSF Railway. While at BNSF, he researched line capacity planning, terminal capacity planning and operations for BNSF. He also served as the Vice President of Service Design and Performance, the Vice President of Operations South and the Vice President of Transportation at BNSF Railway. He also has served as the Chairman of the Board of Operations at the Port Terminal Railroad Association in Houston, Texas. Mr. Bredenberg was a member of the Advisory Board at the Texas A&M Transportation Institute. He earned a bachelor s degree from Northwestern University and is a graduate of the Harvard Business School for an Advanced Management Program. Brian M. Feldott. Mr. Feldott will serve as the Chairman of the Audit Committee. Brian is currently the Chief Financial Officer at East Shore Investments and has been in that role since 2019. He is a subject matter expert in corporate finance, treasury operations and accounting. He has excelled at building relationships with investor and bank groups as well as developing cross functional corporate teams to achieve success and maximize value while Table of Contents minimizing risk. He gained his experience over two decades in corporate finance, treasury, tax and public accounting within large international public companies, including Newfield Exploration Company and Newpark Resources Inc. from 2010 to 2019. As treasurer at Newfield from 2017 to 2019, he was responsible for tax, corporate finance, treasury, and risk management. He was responsible for negotiating and raising $2 billion in unsecured capital and he led a tax saving initiative resulting in nearly $50 million of benefits for Newfield. As the finance integration team leader during the Encana merger, he led the integration for all finance functions from Newfield and played a significant role in the successful transition of finance functions and related operations. Before joining Newfield, Brian served as the Treasurer and Director of Investor Relations for Newpark, an international oil field services company. While at Newpark from 2010 to 2017, he enhanced the global treasury function by centralizing the operations and enhancing the capital structure, this included the issuance of convertible bonds and multiple credit facilities. In addition, his investor relations work resulted in the company gaining Tier-1 analyst coverage for the first time in company history. Prior to that, he served as Senior Director of Tax and Treasury for ExpressJet Airlines. While at ExpressJet, he helped lead the successful spin-off of the company from Continental Airlines and developed the company s accounting, treasury and tax departments as well as the financing of a fleet of 274 aircraft. Brian is a Certified Public Accountant in the state of Texas. He earned a bachelor s degree in economics from the University of Texas, an MBA in finance from the University of Houston and a master s of legal studies in oil, gas and energy law from the University of Oklahoma. Edmund Underwood Jr. Mr. Underwood serves as President Emeritus of Avsurance Corporation, where he had been President from 1991 to 2021. Since September 2021, Mr. Underwood has served as the Senior Vice President of Risk Management at Rio Grande Pacific Corporation. Mr. Underwood has been a Vice President of Avfuel Corporation and Risk Manager since 1995. He continues as a risk management consultant. Prior to his time at Avsurance and Avfuel, he served as the President of The Underwood Group. Prior to Underwood Group, he was the Vice President of The Rockwood Company. He is a Chartered Property Casualty Underwriter, a Certified Insurance Counselor, a licensed property casualty agent in all 50 states and a licensed risk manager in the state of Texas. He has been a Lloyds of London Broker specializing in the Aviation, Rail and Transportation Industries. He earned a bachelor s degree from Colby College. Business Strategy Our business strategy is to target, identify, and complete a business combination with one or more companies that produces bulk commodities and/or transports bulk commodities. We intend to place particular focus on identifying businesses and business combinations that integrate natural resources and transportation services. We believe that integration of bulk commodity production and transportation presents an attractive opportunity to pursue a business combination with a blank check company. We believe this business combination will enable us to leverage the production expertise and resource assets of bulk commodity producers, and the transportation assets and efficiency expertise of transportation providers. We believe our integrated approach will create production-to-destination cost efficiencies, market access opportunities, and pricing opportunities unavailable to stand-alone bulk commodity producers and transportation service providers. Transportation cost is a major component of the delivered cost of bulk commodities: for example, the US Department of Agriculture s weekly Grain Transportation Report shows that transportation cost ranges from 39 to 48 percent of the landed cost for grain shipments from the U.S. to foreign markets. We believe our expertise in solving transportation problems will enable the bulk commodity producers we target to enter new markets, unlock their resource assets, increase the value of their resource assets, and ultimately achieve higher market share, revenue, and netbacks, Similarly, we believe our integrated approach will enable the transportation service providers we target to make operational and infrastructure efficiency improvements that will achieve long-term market share, revenue, and profitability improvements. This volume and efficiency increase can deliver dramatic transportation cost efficiency: the World Bank has found that as railroad traffic density increases from 5 to 20 million tons annually on a given line segment, per-ton operating and maintenance costs decrease five-fold. We believe integration of production and transportation will result in a business combination that provides the transportation company with long-term access to bulk commodities, the Table of Contents resource company with long-term transportation cost efficiency, and the integrated company with market share, pricing power, profitability, and growth opportunities that are not inaccessible to non-integrated producers and transportation providers competing for the same end users of the bulk commodities. We believe that our integrated bulk commodity and transportation opportunities include: Bulk Commodity Producers with insufficient access to low-cost, high-capacity, high-efficiency transportation services from origin to market for bulk commodities, due to insufficient operational and market integration with their transportation service providers; Transportation Service Providers with insufficient volumes to leverage their inherent infrastructure and operational efficiency assets and expertise, due to insufficient integration with their bulk commodity customers; Bulk Commodity Producers and Transportation Service Providers that individually lack the ability to market and execute long-term, high-efficiency, high-netback bulk commodity sales agreements. Our acquisition strategy will leverage our team s deep understanding of the bulk commodity industries that we have managed or advised throughout our careers, including operating successful railway and transportation enterprises. We believe this cross-sector expertise is unusual in both the railroad industry and the bulk commodity industry. Our management team, led by Mr. Richard D. Bertel of RGPC, has experience: Operating railroad companies, evaluating the business opportunities of railroad companies, developing bulk commodity transportation opportunities, and identifying and recruiting talent in the railroad industry; Developing market-access strategies for bulk commodity customers in regions and industries overlooked or insufficiently served by others, including grain, ethanol, and steel opportunities in central Nebraska, grain opportunities in the northern Great Plains, animal feed, steel, energy fuels, and fertilizer opportunities in Mexico, aggregates opportunities on the Gulf Coast, grain, petroleum products and import-export opportunities on the Lower Mississippi River, and crude oil production and export opportunities in Utah s Uinta Basin; and Developing and growing companies, both organically and inorganically. We believe there are opportunities in the bulk commodity production and transportation services industries that will benefit from our integrated approach and expertise, with significant value creation upon completion of a business combination and a public listing for the target company. Following the completion of this offering, we intend to immediately commence our search for a potential initial business combination of one or more businesses. Business Combination Criteria Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective business targets. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We believe there are a considerable number of target businesses in the bulk commodity production and transportation service industries that can benefit from new capital to scale operations and from integration of production and transportation, which we believe will generate substantial revenue and earnings growth. Table of Contents We intend to acquire one or more businesses that we believe have one or more of the following characteristics: Stranded Assets. We intend to identify bulk commodity producers, or transportation service providers, that through integration between production and transportation functions, and integration of management expertise and knowledge, will unlock stranded or underutilized production and transportation assets. We intend to pursue business combination opportunities within the railroad and bulk commodity sectors to achieve integrated efficiencies and market leverage not available to these companies acting independently. If we vertically integrate this market, we believe it will allow us to lock in the value of the complete commodity supply chain, achieve market leverage, and provide commodity consumers with guaranteed sourcing and logistics solutions. This in turn reduces their market exposure and enables them to provide long-term take-or-pay contracts at terms attractive to our company. Control of Undervalued Commodity Assets. We believe certain producers of bulk commodities, such as grains and vegetable oils, mineral and metallic ores and concentrates, energy fuels, biofuels, cement and aggregates, and other goods and commodities essential to modern economies, are undervalued for one or more of the following reasons: the producer s lack of cost-effective transport to market, the difficult and lengthy regulatory process to permit and license new production and transportation assets, and the market not appreciating the limited supply of the producer s bulk commodities or the increase in demand for bulk commodities that we believe will occur in the developing world as it seeks to modernize. We believe most market analysis unduly discounts the potential for development and demand for commodities among the 82 percent of the world s population that lives in countries classified by the United Nations as Medium or Low Human Development. Emissions Profiles that Enable Governments to Meet Carbon Emission Reduction Goals. Railroads emit 1.5 to 5 times less greenhouse gas emissions than trucks, according to the U.S. Environmental Protection Agency. We believe demand for railroad services, and railroad pricing power, will increase substantially as North American governments either institute carbon taxation schemes, carbon emissions reduction schemes, or make direct investment into freight and passenger railroad infrastructure in order to reduce reliance on trucks and privately owned internal-combustion engine vehicles. We also believe demand for certain fossil fuels will grow during transition to zero-net carbon emissions infrastructure and transportation, because they offer significantly reduced carbon and other deleterious emissions per unit of transportation output or heating output, compared to existing sources. In particular, we believe demand for natural gas and crude oils with low- or near-zero sulfur and metals content will supplant or eliminate coal and crude oils with high sulfur and metals content in world markets. Control of Commodity Assets or Transportation Services for Commodity Producers with Exceptional Growth Potential. Demand for bulk commodities including copper, nickel, lithium, rare earths, and other metals and non-metallic minerals essential to electric vehicles, electrical power generation, and electrical power transmission is expected to grow at least 5-fold by 2050, according to the World Bank, and as much as 10 fold according to industry news sources including mining.com. We believe that demand growth will include pricing power both for commodity producers as well as transportation providers, particularly because railroad transportation of bulk commodities is not readily replaced by truck, and because we believe regulatory constraints on pipeline construction and replacement will become increasingly onerous. Significant Barriers to Entry. We intend to target businesses or assets where new entrants are constrained by lengthy, complicated, or expensive barriers to entry, such as environmental clearances and permits, linear right-of-way acquisition, public lands entry, or market dominance regulations. In particular, railroads cannot readily be replicated, expansion into new markets is difficult and onerous for large railroad companies, and permitting of resource extraction on federal, tribal, or state lands is lengthy and complex. Table of Contents Attractive Unit Economics. We intend to target businesses or assets that may not necessarily be profitable at their current production or output levels, but show strong potential to achieve economies of scale in the near future. In particular, we intend to target bulk commodity production companies that we believe will be able to achieve dramatic reduction in unit costs by removing takeaway constraints, and transportation service providers that we believe will be able to achieve dramatic improvement in economies of scale through planning, marketing, and capital investment synergies in coordination with their major customers. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we find an opportunity that has characteristics more compelling to us than the characteristics described above, we would pursue such opportunity. Competitive Strengths We believe our management team will provide us with a robust and comprehensive set of opportunities from which to evaluate potential business combinations that provide synergistic and integrated value that cannot be realized by stand-alone producers of bulk commodities and stand-alone transportation service providers. We believe our collective expertise, relationships, and network will rapidly extract the high-value business opportunities from the numerous potential acquisitions. We believe that our competitive strengths for identifying, evaluating, combining, and establishing these integrated opportunities include the following: Industry Reputation. We believe our management team s success, experience, and relationships, exemplified by our ability to obtain an exclusivity agreement with the State of Utah for the development of the $2.4 billion Uinta Basin Railway project promoted by the state, the State of Louisiana for the Plaquemines Liquids Terminal and Pelican Pipeline projects, and our deep, trusted relationships with senior leadership at the major North American railways, will enable us to generate transaction opportunities unique to us. Industry Expertise. Our management team has focused its career on understanding and leveraging the business lines of rail, terminal, and port transportation customers, in the grain, ethanol, steel, crude oil, copper mining, and soda ash mining businesses, to list only a few, in order to gain market share and higher valuations for those customers. Depth of Team and Sponsorship. We believe our management team s collective experience, network, and reputation in the bulk commodities and transportation industries, will enable us to rapidly identify and pursue business opportunities where bulk commodities lack market share or pricing power due to lack of committed and economical transportation service, and where transportation assets are stranded due to lack of management understanding of their customers. We anticipate that our management team s depth and expertise will quickly identify and evaluate high-value transactions, and expedite the time from the initial identification of the opportunity to the transaction announcement. Our Acquisition, Investment and Post-Closing Process In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things: an analysis of overall industry and competitive conditions, a review of historical financial and operating data, meetings with incumbent management and employees, interaction with third-parties who are industry experts, on-site inspection of facilities and assets, discussion with customers and suppliers, and legal and other reviews as we deem appropriate. We will also utilize the expertise Table of Contents of our management team and our sponsor s and its affiliates resources in analyzing and evaluating operating plans, financial projections and determining the appropriate return expectations given the risk profile of the target business as well as the suitability of the target to become a public company. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, subject to certain approvals and consents. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders fairness opinions that our initial business combination is fair to us from a financial point of view. Initial Business Combination We will have 12 months from the closing of this offering to consummate an initial business combination. In addition, if we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, but we are not obligated to, extend the period of time to consummate a business combination up to two times by an additional three months each time (for a total of up to 18 months to complete a business combination); provided that, pursuant to the terms of our certificate of incorporation and the trust agreement to be entered into between us and American Stock Transfer & Trust Company on the date of this prospectus, the only way to extend the time available for us to consummate our initial business combination is for our sponsor (or its affiliates or designees), upon five days advance notice to our sponsor prior to each applicable deadline, to deposit into the trust account $2,000,000, or $2,300,000 if the underwriters over-allotment option is exercised in full ($0.10 per public share in either case, or an aggregate of $4,000,000, or $4,600,000 if the underwriters over-allotment option is exercised in full, if the time to consummate a business combination is extended to a full 18 months), on or prior to the date of the applicable deadline. Public stockholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension. In the event that we elect to extend the time to complete a business combination and our sponsor (or its affiliates or designees) deposit the applicable amount of money into the trust, our sponsor (or such affiliates or designees) would receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. In the event that we elect to effect an extension, we will issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we will issue a press release the day after the applicable deadline announcing whether or not the funds were timely deposited. Our sponsor (and its affiliates or designees) are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us to pay our taxes, and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors that may take priority over the claims of our public stockholders. The NYSE rules require that an initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if applicable, and excluding the amount of any deferred underwriting discount). We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of Financial Industry Regulatory Authority, Inc. ( FINRA ) or from an independent accounting firm, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Table of Contents We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the NYSE s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Our Business Combination Process Members of our management team may directly or indirectly own our founders shares, common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination, as we believe any such opportunities presented would be smaller than what we are interested in, in different fields than what we would be interested in, or that our obligations are to entities that are not themselves in the business of engaging in business combinations. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities intended to be registered under the Securities Exchange Act of 1934, as Table of Contents amended, or the Exchange Act, even before we have entered into a definitive agreement regarding our initial business combination. Corporate Information Our executive offices are located at 6100 Southwest Boulevard, Suite 320, Fort Worth, Texas 76109 and our telephone number is (817) 737-5885. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the prior June 30. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/ITP_it-tech_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/ITP_it-tech_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/ITP_it-tech_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/JAMF_jamf_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/JAMF_jamf_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/JAMF_jamf_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/JANX_janux_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/JANX_janux_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/JANX_janux_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/JBI_janus_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/JBI_janus_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8d864e052daf244b9e0e4d9132a2ef6c38e4031d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/JBI_janus_prospectus_summary.txt
@@ -0,0 +1 @@
+SUMMARY OF THE PROSPECTUS 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/JOBY-WT_joby_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/JOBY-WT_joby_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/JOBY-WT_joby_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/JSPRW_jasper_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/JSPRW_jasper_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/JSPRW_jasper_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/JWSWF_jaws_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/JWSWF_jaws_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ea271165099f7ac91c387f916e972ccb1d8fff95
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/JWSWF_jaws_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 tm2034978-7_s1a.htm S-1/A tm2034978-7_s1a - none - 20.533015s TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on January 27, 2021 under the Securities Act of 1933, as amended. No. 333-252165 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jaws Mustang Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 6770 (Primary Standard Industrial Classification Code Number) 98-1564586 (I.R.S. Employer Identification No.) 1601 Washington Avenue, Suite 800 Miami Beach, FL 33139 (305) 695-5500 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Andrew Klaber 1601 Washington Avenue, Suite 800 Miami Beach, FL 33139 (305) 695-5500 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies: Christian O. Nagler Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 Gregg A. Noel Michael J. Mies Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 (650) 470-4500 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Amount Being Registered Proposed Maximum Offering Price per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant(2) 86,250,000 units $10.00 $862,500,000 $94,098.75 Class A ordinary shares included as part of the units(3) 86,250,000 shares (4) Redeemable warrants included as part of the units(3) 21,562,500 warrants (4) Total $862,500,000 $94,098.75(5) (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 11,250,000 units, consisting of 11,250,000 Class A ordinary shares and 2,812,500 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share sub-division, share dividends, or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and neither we nor the underwriters take any responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. TABLE OF CONTENTS Page Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/KLTR_kaltura_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/KLTR_kaltura_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/KLTR_kaltura_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/LFMDP_lifemd-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/LFMDP_lifemd-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/LFMDP_lifemd-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/LIANY_lianbio_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/LIANY_lianbio_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/LIANY_lianbio_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/LMFA_lm_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/LMFA_lm_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d727b1061a5a89d10686cd4a41f0777e9dd7eb29
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/LMFA_lm_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus, and does not contain all of the information that you should consider before investing in our securities. You should read this summary together with the entire prospectus, including our financial statements, the notes to those financial statements and the additional information described in this prospectus under the heading Where You Can Find More Information, before making an investment decision. See the Risk Factors section of this prospectus beginning on page 8 and in the documents incorporated by reference into this prospectus for a discussion of the risks involved in investing in our securities. Overview We are a specialty finance company that provides funding to nonprofit community associations primarily located in the state of Florida. We offer incorporated nonprofit community associations, which we refer to as Associations, a variety of financial products customized to each Association s financial needs. Our original product offering consists of providing funding to Associations by purchasing their rights under delinquent accounts that are selected by the Associations arising from unpaid Association assessments. Historically, we provided funding against such delinquent accounts, which we refer to as Accounts, in exchange for a portion of the proceeds collected by the Associations from the account debtors on the Accounts. In addition to our original product offering, we have started purchasing Accounts on varying terms tailored to suit each Association s financial needs, including under our New Neighbor Guaranty program, and are exploring other specialty finance business opportunities that are complementary to or that can leverage our historical business. Specialty Finance Company We purchase an Association s right to receive a portion of the Association s collected proceeds from owners that are not paying their assessments. After taking assignment of an Association s right to receive a portion of the Association s proceeds from the collection of delinquent assessments, we engage law firms to perform collection work on a deferred billing basis wherein the law firms receive payment upon collection from the account debtors or a predetermined contracted amount if payment from account debtors is less than legal fees and costs owed. Under this business model, we typically fund an amount equal to or less than the statutory minimum an Association could recover on a delinquent account for each Account, which we refer to as the Super Lien Amount . Upon collection of an Account, the law firm working on the Account, on behalf of the Association, generally distributes to us the funded amount, interest, and administrative late fees, with the law firm retaining legal fees and costs collected, and the Association retaining the balance of the collection. In connection with this line of business, we have developed proprietary software for servicing Accounts, which we believe enables law firms to service Accounts efficiently and profitably. Under our New Neighbor Guaranty program, an Association will generally assign substantially all of its outstanding indebtedness and accruals on its delinquent units to us in exchange for payment by us of monthly dues on each delinquent unit. This simultaneously eliminates a substantial portion of the Association s balance sheet bad debts and assists the Association to meet its budget by receiving guaranteed monthly payments on its delinquent units and relieving the Association from paying legal fees and costs to collect its bad debts. We believe that the combined features of the program enhance the value of the underlying real estate in an Association and the value of an Association s delinquent receivables. We intend to leverage our proprietary software platform, as well as our industry experience and knowledge gained from our original line of business, to expand the New Neighbor Guaranty program in certain situations and to potentially develop other new products in the future. Because we acquire and collect on the delinquent receivables of Associations, the Account debtors are third parties about whom we have little or no information. Therefore, we cannot predict when any given Account will be paid off or how much it will yield. In assessing the risk of purchasing Accounts, we review the property values of the underlying units, the governing documents of the relevant Association, and the total number of delinquent receivables held by the Association. Specialty Finance Products Original Product Our original product relies upon Florida statutory provisions that effectively protect the principal amount invested by us in each Account. In particular, Section 718.116(1), Florida Statutes, makes purchasers and sellers of a unit in an Association jointly and severally liable for all past due assessments, interest, late fees, legal fees, and costs payable to the Association. As discussed above, the Florida Statutes grants to Associations a so-called super lien , which is a category of lien that is given a statutorily higher priority than all other types of liens other than property tax liens. The amount of the Association s priority over a first mortgage holder that takes title to a property through foreclosure (or deed in lieu), referred to as the Super Lien Amount, is limited to twelve months past due assessments or, if less, one percent (1.0%) of the original mortgage amount. Under our contracts with Associations for our original product, we pay Associations an amount up to the Super Lien Amount for the right to receive all collected interest and late fees on Accounts purchased from the Associations. In other states in which we have offered our original product, which are currently only in Washington, Colorado and Illinois, we rely on statutes that we believe are similar to the above-described Florida statutes in relevant respects. A total of approximately 22 U.S. states, Puerto Rico and the District of Columbia have super lien statutes that give Association assessments super lien status under some circumstances, and of these states, we believe that all of these jurisdictions other than Alaska have a regulatory and business environment that would enable us to offer our original product to Associations in those states on materially the same basis. New Neighbor Guaranty In 2012, we developed a new product, the New Neighbor Guaranty , wherein an Association assigns substantially all of its outstanding indebtedness and accruals on its delinquent units to us in exchange for payments in an amount equal to the regular ongoing monthly or quarterly assessments for delinquent units when those amounts would be due to the Association. We assume both the payment and collection obligations for these assigned Accounts under this product. This simultaneously eliminates an Association s balance sheet bad debts and assists the Association to meet its budget by receiving guaranteed assessment payments on its delinquent units and relieving the Association from paying legal fees and costs to collect its bad debts. We believe that the combined features of the product enhance the value of the underlying real estate in an Association and the value of an Association s delinquent receivables. Before we implement the New Neighbor Guaranty program for an Association, an Association typically asks us to conduct a review of its accounts receivable. After we have conducted the review, we inform the Association which Accounts we are willing to purchase and the terms of such purchase. Once we implement the New Neighbor Guaranty program, we begin making scheduled payments to the Association on the Accounts as if the Association had non-delinquent residents occupying the units underlying the Accounts. Our New Neighbor Guaranty contracts typically allow us to retain all collection proceeds on each Account other than special assessments and accelerated assessment balances. Thus, the Association foregoes the potential benefit of a larger future collection in exchange for the certainty of a steady stream of immediate payments on the Account. For a complete description of our business, financial condition, results of operations and other important information, we refer you to our filings with the SEC that are incorporated by reference into this prospectus, including our Annual Report on Form 10-K for the year ended December 31, 2020. For instructions on how to find copies of these documents, see the section of this prospectus entitled Where You Can Find More Information. Recent Developments Entry into Contracts Relating to Planned Cryptocurrency Mining Business On September 15, 2021, we announced that we plan to operate in the Bitcoin mining ecosystem. Specifically, we plan to develop and grow a cryptocurrency mining business, specializing in Bitcoin. Our key mission is to become a leading Bitcoin mining company in the United States. As of the date of this prospectus, we have not commenced operations. We aim to deploy the computing power that we will create to mine Bitcoin and validate transactions on the Bitcoin network. We believe that recent developments in Bitcoin mining have created an opportunity for us to deploy capital and conduct large-scale mining operations in the United States. We have formed a new wholly owned subsidiary, US Digital Mining and Hosting Co, LLC, a Florida limited liability company (US Digital), to develop and operate our cryptocurrency mining business. In furtherance of these plans, on September 8, 2021, we entered into a sale and purchase agreement (the Bitmain Purchase Agreement ) with Bitmain Technologies Limited ( Seller ) pursuant to which we agreed to purchase, and Seller agreed to supply to us, an aggregate of 1,000 Bitcoin S19J Pro Antminer cryptocurrency mining machines for an aggregate purchase price of $6.3 million (the Mining Machines ). On October 6, 2021, we entered into second Bitmain Purchase Agreement pursuant to which we agreed to purchase, and Seller agreed to supply to us, an aggregate of 4,044 Bitcoin additional S19J Pro Antminer cryptocurrency Mining Machines for an aggregate purchase price of $25.3 million. The Bitmain Purchase Agreements provide for delivery of the Mining Machines in batches over an estimated delivery timeframe starting in April 2022 and continuing through September 2022. The Bitmain Purchase Agreements require us to pay $7.9 million or 25% of the total purchase price as a non-refundable deposit for the Mining Machines within 7 days of the date of the signing of the respective Bitmain Purchase Agreements, and additional 35% of the batch price at least 6 months prior to shipment of such batch, and the remaining 40% of each batch price one month prior to the shipment of the batch. On October 6, 2021, US Digital entered into a sale and purchase agreement (the Uptime Purchase Agreement ) with Uptime Armory LLC ( Uptime ) pursuant to which US Digital agreed to purchase, and Uptime agreed to supply to US Digital, an aggregate of 18 modified 40-foot cargo containers ( POD5ive containers ) that will be designed to hold and operate 280 S19 Pro Antminers manufactured by Seller. The purchase price of the POD5ive containers totals $3.15 million of which $2.4 million or 75% is due as a non-refundable down payment within 7 business days of the effective date and the remaining 25% is due within five business days after Uptime delivers a notice of completion of the equipment. The Uptime Purchase Agreement contains other customary terms, provisions, and conditions. On the same effective date, US Digital also entered into a hosting agreement with Uptime Hosting LLC to host the Company s 18 POD5ive containers at a secure location and provide power, maintenance and other services specified in the contract for 6 cents per kilowatt with a term of one year. This hosting agreement requires a deposit of $0.8 million within 7 business days of the effective date, an additional deposit for each container three months prior to delivery at the hosting site of $44 thousand and a final deposit for each container one month prior to arrival at the hosting site of $44 thousand. Reverse Stock Split On April 21, 2021, the Board approved a one-for-five reverse stock split of the Company s issued and outstanding common stock (the Reverse Stock Split ). On May 5, 2021, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation to effect the Reverse Stock Split. The Reverse Stock Split became effective as of 12:01 a.m. Eastern Time on May 7, 2021, and the Company s common stock began trading on a split-adjusted basis on May 7, 2021. Sponsorship of LMF Acquisition Opportunities, Inc. On January 28, 2021, LMF Acquisition Opportunities, Inc. ( LMF Acquisition ), a special purpose acquisition company organized by the Company, announced the closing of an initial public offering of units ( Units ). In the initial public offering, LMF Acquisition sold an aggregate of 10,350,000 Units at a price of $10.00 per unit, resulting in total gross proceeds of $103,500,000. Each Unit consisted of one share of Class A common stock and one redeemable warrant, with each warrant entitling the holder thereof to purchase one share of Class A common stock of LMF Acquisition at a price of $11.50 per share. LMFAO Sponsor, LLC ( Sponsor ), a subsidiary in which the Company owns approximately 70% of the equity and for which the Company is the sole manager, served as the sponsor for LMF Acquisition s initial public offering. Sponsor was organized by, and its initial capital contribution was contributed by, the Company and the Company s executive officers. The Company s executive officers and LMF Acquisition s directors collectively own an approximately 30% nonvoting equity interest in Sponsor, and LMF Acquisition is managed by the Company s management team. In connection with the initial public offering of LMF Acquisition, the Company loaned $5.7 million to Sponsor in an intercompany loan, which Sponsor used to purchase an aggregate of approximately 5,738,000 warrants of LMF Acquisition. Prior to a business combination by LMF Acquisition, Sponsor holds 100% of the shares of Class B common stock outstanding of LMF Acquisition. The Class B shares equal approximately 20% of the outstanding common stock of LMF Acquisition. Upon the successful completion of a business combination by LMF Acquisition, the proforma ownership of the new company will vary depending on the business combination terms. If LMF Acquisition does not successfully complete a business combination in 18 months from its initial public offering (subject to a potential extension from the 18 month period to up to 21 months) or if the business combination is not successful, the Company can lose its entire investment in Sponsor. Transactions with Borqs On December 14, 2020, the Company entered into a Master Loan Receivables Purchase and Assignment Agreement (the Purchase Agreement ) under which the Company agreed to purchase up to $18 million of loan receivables of Borqs Technologies, Inc. (NASDAQ: BRQS), a British Virgin Islands company ( Borqs ), from Borqs senior lenders, Partners for Growth IV, L.P. and Partners for Growth V. L.P. As a part of the transaction, the Company entered into a Settlement Agreement, dated December 14, 2020 (the Settlement Agreement ), with Borqs pursuant to which Borqs was obligated to issue shares of Borqs common stock to the Company (the Settlement Shares ), in one or more tranches, in settlement of the loan receivables acquired by the Company under the Purchase Agreement. This transaction was completed on February 11, 2021 and the Company realized $5.7 million from the transaction. In a separate transaction that was funded after December 31, 2020 and as previously disclosed on December 16, 2020, the Company and Esousa Holdings, LLC, a private investor (the Investor ) entered into a Loan Agreement (the Loan Agreement ) pursuant to which the Investor agreed to provide consulting services and make one or more non-recourse loans to the Company in a principal amount of up to the purchase price of the Borqs loan receivables purchased by the Company. The Loan Agreement does not provide a fixed rate of interest, and the Company and Investor agreed to split the net proceeds from the Company s sale of the Settlement Shares, with the Company receiving one-third of the net proceeds after a return of Investor s principal and the Investor receiving return of principal plus two-thirds of the net proceeds thereafter. In an additional transaction on February 24, 2021, the Company entered into a specialty finance transaction with Borqs, under which the Company agreed to purchase Senior Secured Convertible Promissory Notes of Borqs (the Borqs Notes ) up to an aggregate principal amount of $5 million. The Borqs Notes are due in two years, have an annual interest rate of 8%, are convertible into ordinary shares of Borqs at a 10% discount from the market price, and have 90% warrant coverage (with the warrants exercisable at 110% of the conversion price. One-third of the Borqs Notes ($1,666,500) were funded by the Company at the execution of definitive agreements for the transaction, and two-thirds of the Borqs Notes ($3,333,500) to be purchased by the Company are required to be purchased and funded upon the satisfaction of certain conditions, including effectiveness of a registration statement to be filed by Borqs by April 15, 2021. The registration was deemed effective on May 3, 2021 and the Company completed this funding on May 6, 2021. Executive Bonuses On September 29, 2021, the Company s board of directors approved the payment of a bonus in the amount of $740,000 to each of Bruce Rodgers, our President and Chief Executive Officer, and Richard Russell, our Chief Financial Officer. Such executive bonuses were paid on October 1, 2021. Corporate Information LM Funding, LLC, our wholly-owned subsidiary, was originally organized in January 2008 as a Florida limited liability company. Historically, all of our business was conducted through LM Funding, LLC and its subsidiaries. Immediately prior to our initial public offering in October 2015, the members of the LM Funding, LLC contributed all of their membership interests to LM Funding America, Inc., a Delaware corporation incorporated on April 20, 2015, in exchange for an aggregate of 210,000 shares of the common stock of LM Funding America, Inc. (the Corporate Reorganization ). Immediately after such contribution and exchange, the former members of LM Funding, LLC became the holders of 100% of the issued and outstanding common stock of LM Funding America, Inc., thereby making LM Funding, LLC a wholly-owned subsidiary of LM Funding America, Inc. Our principal executive offices are located at 1200 Platt Street, Suite 1000, Tampa, Florida 33602, and our telephone number is (813) 222-8996. Our website is www.lmfunding.com and all of our filings with the SEC are available free of charge on our website. Information contained on our website is not incorporated by reference into this prospectus, and such information should not be considered to be part of this prospectus. The Offering Units offered by us in this offering 5,285,412 units, each consisting of one share of our common stock and one common warrant to purchase one share of our common stock. Common warrants offered by us in the offering Common warrants to purchase an aggregate of 5,285,412 shares of our common stock. Each unit includes a common warrant to purchase one share of our common stock. Each common warrant will have an exercise price per share equal to $4.73 (or 100% of the price of each unit sold in the offering), will be immediately separable from the common stock, will be immediately exercisable and will expire on the five year anniversary of the original issuance date. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the common warrants. Option to purchase additional securities The underwriter has an option to purchase up to 792,811 additional shares of common stock and/or 792,811 common warrants from us at the public offering price, less underwriting discounts and commissions. The underwriter may exercise this option at any time and from time to time within 45 days from the date of this prospectus. Common stock outstanding prior to this offering 5,414,296 shares of common stock. Common stock outstanding after this offering 10,699,708 shares of common stock or 11,492,519 shares of common stock if the underwriter exercises in full its option to purchase additional securities in the form of shares of common stock (assuming the sale of all securities offered hereby, at the assumed public offering price of $4.73 per unit, the closing sale price of our common stock on the Nasdaq Capital Market on October 6, 2021, and assuming no exercise of the warrants issued in this offering). Use of proceeds We currently intend to use the net proceeds received from this offering for the purchase of cryptocurrency mining equipment, funding other expenses in building out our planned cryptocurrency mining operations, and for other general corporate purposes, including working capital. See Use of Proceeds on page 24 of this prospectus. Representative s warrants The registration statement of which this prospectus is a part also registers for sale warrants (the Representative s Warrants ) to purchase 264,270 shares of our common stock (or 303,910 shares if the underwriter exercises in full its option to purchase additional securities in the form of shares of common stock) to Maxim Group LLC (the Representative ), as the representative of the several underwriters, as a portion of the underwriting compensation payable to the underwriters in connection with this offering. The Representative s Warrants will be exercisable commencing six months following the effective date of the registration statement of which this prospectus is a part and expiring on the fifth anniversary of the commencement of sales of this offering at an exercise price of $5.20 (110% of the public offering price of the Units). Please see Underwriting Representative s Warrants for a description of these warrants.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/LTUM_lithium_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/LTUM_lithium_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ac26eed300d5ab790e90f0662e51509962c60653
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/LTUM_lithium_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 2
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/LUXE_luxexperie_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/LUXE_luxexperie_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/LUXE_luxexperie_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/LVTX_lava_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/LVTX_lava_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0d0135ac0a4f20ad97d1157a01937e97a4df403b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/LVTX_lava_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus carefully, including the Risk Factors, Business and Management s Discussion and Analysis of Financial Condition and Results of Operations sections and our audited and condensed unaudited financial statements, including the notes thereto, included in this prospectus, before deciding to invest in our common shares. Overview We are a biotechnology company focused on transforming cancer treatment by developing a platform of novel bispecific antibodies engineered to selectively induce gamma-delta T cell-mediated immunity against tumor cells. Our approach activates V 9V 2 T cells, a specific and relatively abundant gamma-delta effector T cell subset, upon cross-linking to a selected tumor target by our bispecific gamma-delta T cell engagers, or gamma-delta bsTCEs. These cells have the natural ability to distinguish tumor cells from healthy cells by sensing certain intracellular metabolites that are enriched in cancer cells. Activated V 9V 2 T cells are engaged for direct tumor cell killing and, in addition, orchestrate an immunological cascade response that includes activation of innate and adaptive immune cells in the tumor microenvironment. Our preclinical data demonstrate that V 9V 2 T cell activation and killing of patient-derived tumor cells by our gamma-delta bsTCEs is potent and specific thereby providing a significant opportunity to address unmet medical needs, if approved. We expect that activation of adaptive immunity by our approach has the potential to provide durable immune responses with the potential of enhancing patient survival. We believe we are the only company developing bispecific gamma-delta T cell engaging antibodies for the treatment of cancer. Based on the established correlation of V 9V 2 T cell prevalence with favorable outcomes and survival in hematologic malignancies and solid tumors, we believe our gamma-delta bsTCEs have the potential to treat patients with a wide variety of cancers, both as monotherapy and as part of combination regimens. Our lead product candidate, LAVA-051, is advancing toward a Phase 1/2a clinical trial for the treatment of CD1d-expressing hematologic cancers including chronic lymphocytic leukemia, or CLL, multiple myeloma, or MM, and acute myeloid leukemia, or AML. We are also developing our gamma-delta bsTCEs in solid tumors, led by LAVA-206x207, which targets prostate-specific membrane antigen, or PSMA, for the treatment of prostate cancer. We plan for LAVA-051 to enter the clinic in the first half of 2021, followed by LAVA-206x207 in the second half of 2021. The anti-tumor potential of V 9V 2 T cells has previously been studied in multiple clinical trials, which were conducted through adoptive transfer or by in vivo activation of this cell type. These trials demonstrated that systemic activation of V 9V 2 T cells was generally well-tolerated by patients and resulted in objective clinical responses, but the overall results were not consistent or robust enough to support further development. Based on our preclinical data, we believe that an important root cause for underwhelming efficacy of these approaches was the systemic, non-tumor specific activation of V 9V 2 T cells and exhaustion of gamma-delta T cells. We believe a targeted approach utilizing a gamma-delta bsTCE could materially improve clinical responses with the bispecific antibody directing the V 9V 2 T cells to the tumor cells and specifically activating them in situ while avoiding cytokine release syndrome. Classical TCE approaches, including bispecific antibodies that activate T cells through binding of CD3, which is present on all T cells, and adoptive transfer of T cells expressing an engineered chimeric antigen receptor, or CAR-T cells, have provided convincing clinical activity against selected cancers. Nonetheless, the promise of Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated March 23, 2021 Preliminary prospectus 6,700,000 shares LAVA Therapeutics B.V. to be converted and renamed LAVA Therapeutics N.V. (incorporated in the Netherlands) Common shares We are offering our common shares. This is our initial public offering and no public market currently exists for our common shares. We expect the initial public offering price to be between $14.00 and $16.00 per share. Our common shares have been approved for listing on The Nasdaq Global Select Market, or Nasdaq, under the symbol LVTX.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/MASS_908_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/MASS_908_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/MASS_908_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/MAX_mediaalpha_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/MAX_mediaalpha_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6fd1b31a26ec10bc1fd1e216e073634da63e7929
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/MAX_mediaalpha_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/MINR_minerva_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/MINR_minerva_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f59c9e90fb2f452408b51b3262f7a3a63c9bbac3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/MINR_minerva_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 5
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/MIR_mirion_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/MIR_mirion_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/MIR_mirion_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/MKTW_marketwise_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/MKTW_marketwise_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bd5b6df2f408095c50e3331a7afda2d265d1fced
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/MKTW_marketwise_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights selected information from this prospectus and may not contain all of the information that is important to you in making an investment decision. Before investing in our securities, you should read this entire document carefully, including our financial statements and the related notes included in this prospectus and the information set forth under the headings Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations. Some of the statements in this prospectus constitute forward-looking statements. See Cautionary Statement Regarding Forward-Looking Statements. Overview We are a leading multi-brand platform of subscription businesses that provides premium financial research, software, education, and tools for self-directed investors. We offer a comprehensive portfolio of high-quality, independent investment research, as well as several software and analytical tools, on a subscription basis. We started in 1999 with the simple idea that, if we could publish intelligent, independent, insightful, and in-depth investment research and treat the subscriber the way we would want to be treated, then subscribers would renew their subscriptions and stay with us. Over the years, we have expanded our business into a comprehensive suite of investment research products and solutions. We now produce a diversified product portfolio from a variety of financial research companies such as Stansberry Research, Palm Beach Research, Casey Research, InvestorPlace, and Empire Financial Research. Our entire investment research product portfolio is 100% digital and channel agnostic, and we offer all of our research across a variety of platforms, including desktop, laptop, and mobile devices, including tablets and cell phones. Today, we benefit from the confluence of a leading editorial team, diverse portfolio of content and brands, and comprehensive suite of investor-centric tools that appeal to a broad subscriber base. As a result of the expansion of the business, we now have 8 editors covering a broad spectrum of investments, ranging from commodities to equities, to distressed debt and cryptocurrencies as of June 30, 2021. We offer 41 free and 125 paid products on multiple platforms through our 12 customer-facing brands. This diversity of content has allowed our business to succeed and our subscription base to grow through the many economic cycles in our over 20-year history. We also have an engaged subscriber base of 1 million Paid Subscribers in more than 200 countries and territories as of June 30, 2021. Additionally, we have a large and growing audience of 12 million Free Subscribers. These subscriber counts are all up significantly from three years ago, as we have scaled our business and broadened our operating brands and product offerings. Finally, we have implemented world-class systems and applications that power our infrastructure. All of these improvements have helped lead to strong conversion rates, revenue retention, and growing ARPU. The Transactions On July 20, 2021, as contemplated by the Transaction Agreement, ADAC filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation (our Charter ) and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which ADAC was domesticated and continues as a Delaware corporation, changing its name to MarketWise, Inc. (the Domestication ). As a result of, and upon the effective time thereof, among other things: (1) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of ADAC (the ADAC Class A ordinary shares ) automatically converted, on a one-for-one basis, into a share of Class A common stock; (2) each of the then issued and outstanding redeemable warrants of ADAC automatically converted into a redeemable warrant to acquire one share of Class A common stock; and (3) each of the then issued and outstanding units of ADAC that had not been previously separated into the underlying ADAC Class A ordinary shares and underlying warrants upon the request CALCULATION OF REGISTRATION FEE Title of each class of securities to be registeredAmount to be Registered(1) Proposed maximum offering price per securityProposed maximum aggregate offering priceAmount of registration fee Class A common stock, par value $0.0001 per share(2) 318,442,300$12.91(3) $4,111,090,093.00(3) $448,519.93 Warrants to purchase shares of Class A common stock10,280,000$1.45(4) 14,906,000(4) 1,626.24 Class A common stock, par value $0.0001 per share(5) 30,979,993$11.50(6) 356,269,919.50(6) 38,869.05 Total $4,482,266,012.50$489,015.22 (1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act ), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions. (2)Represents the sum of (a) 10,350,000 shares of Class A common stock, par value $0.0001 per share, of MarketWise, Inc. ( Class A common stock ) issued in connection with the Transactions described the prospectus forming part of this registration statement, (b) 15,000,000 shares of Class A common stock issued to certain qualified institutional buyers and accredited investors in private placements consummated in connection with the Transactions, (c) 291,092,300 shares of Class A common stock issuable in exchange for common units of MarketWise, LLC, and (d) 2,000,000 shares of Class A common stock issuable to members of MarketWise, Inc. s management team pursuant to the Transaction Agreement described in the prospectus forming part of this registration statement upon the occurrence of certain contingencies. (3)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The proposed maximum offering price per security and proposed maximum aggregate offering price are based on the average of the high and low prices of the Class A common stock on The Nasdaq Global Market (the Nasdaq ) on August 6, 2021 (such date being within five business days of the date that this registration statement was filed with the U.S. Securities and Exchange Commission). (4)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The proposed maximum offering price per security and proposed maximum aggregate offering price are based on the average of the high and low prices of the redeemable warrants to purchase shares of Class A common stock (the warrants ) on the Nasdaq on August 9, 2021 (such date being within five business days of the date that this registration statement was filed with the U.S. Securities and Exchange Commission). (5)Reflects the shares of Class A common stock that may be issued upon exercise of outstanding warrants, with each such warrant exercisable for one share of Class A common stock, subject to adjustment, for an exercise price of $11.50 per share. (6)Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using the shelf registration process. Under the shelf registration process, the selling securityholders may, from time to time, sell the securities offered by them described in this prospectus through any means described in the section titled Plan of Distribution. More specific terms of any securities that the selling securityholders and their permitted transferees offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. This prospectus also relates to the issuance by us of shares of Class A common stock from time to time upon the occurrence of the events described in this prospectus. We may also provide a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part to add information to, or update or change information contained in, this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement or post-effective amendment modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part together with the additional information to which we refer you in the sections of this prospectus titled Where You Can Find More Information. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described below under Where You Can Find More Information. BASIS OF PRESENTATION We were incorporated on February 11, 2020 as a Cayman Islands exempted company under the name Ascendant Digital Acquisition Corp. for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On July 21, 2021, we completed the Transactions, following which we were renamed MarketWise, Inc. and we act as the managing member of MarketWise, LLC. Unless otherwise indicated, the financial information included herein is that of MarketWise, LLC, which, following the Transactions, became our business. Following the Transactions, we are a holding company, and, accordingly, all of our assets are held directly by, and all of our operations are conducted through, MarketWise, LLC, of which we are the managing member, and our only direct asset consists of MarketWise Units. As the managing member of MarketWise, LLC, we have the full, exclusive, and complete discretion to manage and control the business of MarketWise, LLC and to take all action we deem necessary, appropriate, advisable, incidental, or convenient to accomplish the purposes of MarketWise, LLC set forth in its operating agreement, and, accordingly, the financial statements of MarketWise, LLC for periods following the Transactions will be prepared on a consolidated basis with ours. We may not be removed as managing member of MarketWise, LLC. References to a year refer to our fiscal years ended on December 31 of the specified year. Certain monetary amounts, percentages and other figures included herein have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables and charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Unless the context otherwise requires, references in this prospectus to the Company, MarketWise, we, us, or our refer to the business of MarketWise, LLC, which became the business of MarketWise, Inc. and its subsidiaries following the consummation of the Transactions. of the holder thereof were cancelled and entitled the holder thereof to one share of Class A common stock and one-half of one warrant. No fractional warrants were issued upon such separation. On July 21, 2021, as contemplated by the Transaction Agreement, MarketWise, Inc. and MarketWise, LLC consummated the business combination contemplated by the Transaction Agreement whereby (i) MarketWise, LLC restructured its capitalization, appointed MarketWise, Inc. as its managing member, and issued to MarketWise, Inc. 28,003,096 MarketWise Units, which units entitle the holder to the distributions, allocations, and other rights under the Third Amended and Restated Operating Agreement of MarketWise, LLC (the MarketWise Operating Agreement ), and 30,979,993 warrants to purchase MarketWise Units and (ii) MarketWise, Inc. issued 291,092,300 shares of Class B common stock to the MarketWise Members. As previously announced, on March 1, 2021, concurrently with the execution of the Transaction Agreement, ADAC entered into subscription agreements (the Subscription Agreements ) with certain investors (collectively, the PIPE Investors ) pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors collectively subscribed for 15,000,000 shares of Class A common stock at $10.00 per share for an aggregate commitment amount of $150,000,000 (the PIPE Investment and, together with the other transactions described above and all transactions contemplated by or pursuant to the Transaction Agreement and all other agreements, documents, instruments, and certificates entered into in connection therewith and any and all exhibits and schedules thereto, the Transactions ). The PIPE Investment was consummated on July 21, 2021 substantially concurrently with the closing of the other Transactions. Pursuant to the Transaction Agreement, prior to the expiration of the post-closing period ending on July 21, 2025 (the Earnout Period ), we may allocate up to 2,000,000 shares of Class A common stock in the aggregate (the Management Members Earnout Shares ) to certain members of our management (the Management Members ), such members and amounts to be determined by us. Also pursuant to the Transaction Agreement, at the closing of the Transactions, the Sponsor placed 3,051,000 shares of Class A common stock (the Sponsor Earnout Shares ) into escrow. The Management Members Earnout Shares and Sponsor Earnout Shares will be released and delivered upon the achievement of certain triggering events, and if such events do not occur within the Earnout Period, any remaining Management Members Earnout Shares or Sponsor Earnout Shares will be automatically released to us for cancellation. Immediately after giving effect to the Transactions, there were 28,003,096 shares of Class A common stock (including 3,051,000 Sponsor Earnout Shares), 291,092,300 shares of Class B common stock, and 30,979,993 warrants outstanding (including 10,280,000 private placement warrants). Upon the consummation of the Transactions, ADAC s Class A ordinary shares, warrants, and units ceased trading on The New York Stock Exchange, and MarketWise, Inc. s Class A common stock and warrants began trading on the Nasdaq under the symbols MKTW and MKTW W, respectively. Immediately after giving effect to the Transactions, (1) ADAC s public shareholders owned approximately 0.8% of the outstanding MarketWise, Inc. common stock, (2) the MarketWise Members (without taking into account any public shares held by the MarketWise Members prior to the consummation of the Transactions) owned approximately 91.2% of the outstanding MarketWise, Inc. common stock, (3) the Sponsor and related parties collectively owned approximately 3.2% of the outstanding MarketWise, Inc. common stock (including 3,051,000 Sponsor Earnout Shares), and (4) the PIPE Investors owned approximately 4.7% of the outstanding MarketWise, Inc. common stock
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/MNTK_montauk_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/MNTK_montauk_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/MNTK_montauk_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/MOVE_movano-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/MOVE_movano-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/MOVE_movano-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/MQ_marqeta_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/MQ_marqeta_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c4a8cd06f0845bee06d4ab0ada8a0fb9ec73da43
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/MQ_marqeta_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms Marqeta, the company, we, us, and our in this prospectus refer to Marqeta, Inc. and its consolidated subsidiary. Marqeta, Inc. Overview Marqeta created modern card issuing, and we believe modern card issuing is at the heart of today s digital economy. When you order food using DoorDash or groceries using Instacart, modern card issuing works in the background as money moves from the app to the delivery driver s payment card, allowing the driver to pay for exactly what you ordered, and nothing else. When you buy a big screen TV and pay for it in installments using Affirm or Klarna, modern card issuing helps move money to the payment card that Affirm or Klarna uses to seamlessly pay the merchant. When you receive money from your friend through Square s Cash App, modern card issuing helps move the funds to your debit card, making it instantly available to you to make purchases. Marqeta s modern card issuing platform, or our Platform, empowers our Customers which include businesses like Affirm, DoorDash, Instacart, Klarna, and Square to create customized payment cards that provide innovative payment experiences for their customers and end users. Before the rise of modern card issuing, creating cards was slow, complex, and subject to mistakes. Marqeta helps solve these problems. Our Platform, powered by open APIs, enables businesses to develop modern, frictionless payment card experiences for consumer and commercial use cases that are either the core of, or in support of, their core business. The digitization and commercialization of electronic payments is accelerating as commerce continues to shift to online and mobile payments. Over the last ten years, the reach of card-based payments expanded as technology eased merchants acceptance of card payments. In contrast, card issuing saw relatively little innovation as financial institutions were the primary users of card issuing technology, and their needs largely remained the same. Consequently, those cards had limited functionality. As technology-centric organizations with novel business models and needs, such as Uber and Expensify, have gained popularity over the last decade, the inherent constraints of legacy issuing technology needed a new approach. Developers, technical product managers, and visionary entrepreneurs desire the tools and infrastructure necessary to build their products to serve customers around the world. They require open, configurable, and well-documented APIs to embed advanced payment technologies natively into their platforms to programmatically authorize and direct these payment flows without needing to integrate directly with Issuing Banks and Card Networks. Open APIs have spurred innovation in previously entrenched industries. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated June 1, 2021. 45,454,546 Shares Marqeta, Inc. Class A Common Stock This is an initial public offering of shares of Class A common stock of Marqeta, Inc. Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price will be between $20.00 and $24.00 per share. We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol MQ. Following this offering, we will have two classes of common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 10 votes and is convertible at any time into one share of Class A common stock. All shares of our capital stock outstanding immediately prior to this offering, including all shares held by our executive officers, employees and directors, and their respective affiliates, will be reclassified into shares of our Class B common stock immediately prior to the consummation of this offering. The holders of our outstanding Class B common stock will hold approximately 99.1% of the voting power of our outstanding capital stock following this offering. We are an emerging growth company as defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See the section titled Risk Factors beginning on page 21 to read about factors you should consider before buying our Class A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to us $ $ (1) See the section titled Underwriting for additional information regarding compensation payable to the underwriters. The underwriters have the option to purchase up to an additional 6,818,181 shares of Class A common stock from us at the initial public offering price less the underwriting discount. The underwriters expect to deliver the shares against payment in New York, New York on , 2021. Goldman Sachs & Co. LLC J.P. Morgan Citigroup Barclays William Blair KeyBanc Capital Markets Nomura HSBC R. Seelaus & Co., LLC Siebert Williams Shank Prospectus dated , 2021 Table of Contents We built the Marqeta Platform to address these needs. Our modern architecture allows for flexibility, a high degree of configurability, and accelerated product development, democratizing access to card issuing technology. Marqeta s open APIs provide instant access to our highly scalable, cloud-based, and configurable payment infrastructure that enables our Customers to launch and manage their own card programs, issue cards to their customers or end users, and authorize and settle payments transactions. Our business is supported by our first-mover advantage and a deep moat of technology, customer, and industry expertise. Marqeta is the first company to offer a Platform for modern card issuing and transaction processing and we believe also the first to market with multiple issuing and processing innovations, including the first open APIs, JIT Funding, and Tokenization as a Service. Modern card issuing is secure card issuing and processing delivered via an open API platform that enables card issuers to create customized payment card products that leverage a just-in-time funding feature, authorizing their end users transactions in real-time. Integrated with major global and local Card Networks, modern card issuing enables card issuers to build payment solutions to their specifications and launch them globally. We believe that Marqeta is now the de facto modern card issuing Platform and that our continuous innovation further cements and expands our market-leading position. We believe we are deeply integrated with our Customers in three ways: our technology underpins their core business or supports a core business process, our people become their trusted partner, and our solutions drive their key processes. In addition, our usage-based business model provides a win/win for both our Customers and us: as their businesses thrive, our net revenue grows. The strength and durability of our Customer relationships are evidenced by our year-over-year net revenue growth of 103% for the year ended December 31, 2020 and our dollar-based net revenue retention1 of over 200% for each of the years ended December 31, 2019 and 2020. In the three months ended March 31, 2021, the Marqeta Platform processed $24.0 billion of total processing volume, or TPV, up 167% from $9.0 billion in the three months ended March 31, 2020. In 2020, the Marqeta Platform processed $60.1 billion of TPV up 177% from $21.7 billion in 2019. The full year 2020 TPV is less than 1% of the annual $6.7 trillion of transaction volume conducted through U.S. issuers in 2020, as estimated by The Nilson Report, and a fraction of the $30 trillion of value exchanged annually across global Card Networks in 2019, as estimated by The Nilson Report. Our products meet the card issuing and transaction processing needs of commerce disruptors and large financial institutions alike. Marqeta has already emerged as a card issuing platform category leader in many disruptive verticals, including on-demand delivery, alternative lending, expense management, disbursement, digital remittances, and digital banks, and our Platform is sought out by large financial institutions to improve their existing offerings and stay competitive with technology-focused new market entrants. As we expand our use cases, product offerings, and global footprint, we attract new industry innovators and help existing Customers expand into new verticals, programs, markets, and geographies. Our Customers consistently tell us that our ability to work at speed, simplify the complex, and envision their end users experience helps them focus on what they do best building innovative products and serving their customers. We believe our culture of customer centricity, innovation, teamwork, and clarity of mission is why Customers trust us with their mission critical payments needs and continue to grow and expand with us. We have grown and scaled rapidly in recent periods. Our total net revenue was $143.3 million and $290.3 million for the years ended December 31, 2019 and 2020, respectively, an increase of 103%. For the three months ended March 31, 2020 and 2021, our net revenue was $48.4 million and $108.0 million, respectively, an increase of 123%. We incurred net losses of $58.2 million and $47.7 million for the years ended December 31, 2019 and 2020, respectively, a decrease of 18%. For the three months ended March 31, 2020 and 2021, we incurred net losses of $14.5 million and $12.8 million, respectively, a decrease of 12%. 1 Dollar-based net revenue retention measures our ability to increase net revenue across our existing Customer base through expansion of processing volume offset by any reduced net revenue and loss of Customers in a given period. Dollar-based net revenue retention is calculated as net revenue derived during a given period from Customers existing at the beginning of the period, divided by net revenue from these same Customers in the prior period. This metric reflects any attrition of net revenue and loss of Customers during the current period. Table of Contents Be the global standard for modern card issuing. Empower builders to bring the most innovative products to the world. Table of Contents Trends in Our Favor Several significant secular tailwinds strengthen our market-leading position, growth strategy, and competitive advantage. Innovations in technology and the internet have greatly increased the digitization and velocity of worldwide commerce. Fundamental changes in global commerce are creating a critical need for the digitization and transformation of the payments ecosystem, setting the stage for industry disruption. This opens the door for meaningful innovations in card issuing, transaction processing, and the digitization of global money movement. The Shift to Digital Payments is Accelerating Digital commerce is increasing rapidly. Visa estimates that from 2016 to 2022, the share of global retail commerce conducted online is expected to more than double from 9% to 19%. Similarly, Euromonitor projects electronic payments will represent 46% of the total global transaction volume by 2025, up from 31% in 2017. We believe that the COVID-19 pandemic has accelerated these shifts to digital payments. Indeed, Bain & Company estimates that because of the effects of the COVID-19 pandemic, the percentage of global digital transaction volumes in 2025 will increase from 57% to 67%. According to McKinsey, a half-decade of change has happened in a few months as a result of the COVID-19 pandemic, with global cash payments dropping four to five times the annual decline rates seen over the last few years as consumers and businesses purchase a wider range of goods and services online. We believe these digital commerce and electronic payment trends are the precursors to increased TPV across the Marqeta Platform. Software and Payments are Converging Payments are not only becoming more digital but are also integrated more frequently into consumer and business applications. Payments capabilities are already seamlessly embedded in software applications such as ride sharing, home rental, messaging, and digital marketplaces. According to McKinsey, 60% of global digital commerce is expected to be made up of alternative payments by 2023. With this evolution, software companies are partnering with payments companies to provide simple, scalable, and configurable payment services across multiple geographies to meet their end users needs. The Experience Economy is Driven by Developers who Need Modern Platforms Across a range of industries, user experience is emerging as a primary battleground where businesses compete. Consumers now expect elegant digital experiences in nearly every aspect of their lives, from driving, ordering food, and controlling their home devices, to paying bills and banking. If the basis of a company s success has become its ability to create relevant and compelling user experiences, it is the software developer who leads this process. It is now developers who influence some of the most important business decisions, and they, in turn, demand modern platforms that are most likely to keep up with the pace of their imaginations with tools and services that are of the highest configurability, flexibility, and speed. Modern platforms with open APIs are democratizing access to ecosystems, including payments, giving businesses and their developers the tools they need to embed payments into their offerings with minimal friction. In the past, payments have been the domain of a very limited number of players with specific expertise, and now, with modern platforms, developers have convenient access to this expertise. Table of Contents 36 COUNTRIES(3) Reach >320M CARDS ISSUED(4) Experience ~$60B 2020 VOLUME PROCESSED(5) Stability $350M ($48M) Q4 2020 ANNUALIZED NET REVENUE 2020 NET LOSS Scale (1) >100% 2020 NET REVENUE GROWTH (YoY) Growth >200% 2020 DOLLAR-BASED NET REVENUE RETENTION ( 2 ) Expansion Key Metrics (1) Annualized Net Revenue calculated by multiplying Q4 2020 Net Revenue by 4. (2) Dollar-based Net Revenue Retention measures our ability to increase net revenue across our existing Customer base through expansion of transaction volume offset by any reduced net revenue and loss of Customers in a given period. Dollar-based net revenue retention is calculated as net revenue derived during a given period from Customers existing at the beginning of the period, divided by net revenue from these same Customers in the prior period. This metric reflects any attrition of net revenue and loss of Customers during the current period. (3) Marqeta is certified by Visa and Mastercard to operate in 36 countries, which does not include any South American countries. Marqeta has obtained a temporary waiver from certain Card Networks to process cross-border transactions in certain South American countries. (4) Cards issued since inception through 03/31/2021. (5) Volume is Total Processing Volume which represents total dollar amount of payments processed through our Platform, net of returns and chargebacks. Table of Contents Trust in New Payment Technology is Expanding The proliferation of digital commerce required consumers and businesses to become comfortable with digital payments. Two decades after PayPal transformed online payments, consumers and businesses are increasingly turning to digital payments, digital banks, and payment technology companies for a wide range of financial services. Because of the COVID-19 pandemic, more people are willing to rely on digital payments for a wider variety of services. PYMNTS research finds that 40% of all U.S. consumers approximately 99 million people do not plan to resume regular in-store shopping. The Rise of Globalization, the Gig Economy, and Open Data With or without physical travel, global interconnectedness is now a fact of life for users of social networks, ride sharing platforms, ecommerce marketplaces, peer-to-peer payment apps, and personal financial applications. The accelerating pace of globalization requires businesses to find payments solutions that span geographies, currencies, and payments infrastructure. In addition, the gig economy has created new expectations about the nature of labor, transforming how and when people work and get paid. Furthermore, through digitization, advancements in technology, and various regulatory reforms, global payments data is increasingly available to financial technology innovators. The data generated by payments transactions represents a significant opportunity to minimize fraud, thereby expanding trust in new payments technology. Extensive data also helps to improve business intelligence and increase the value of payments products. These trends create numerous new use cases for relevant user experiences, digital payments, and software integrations. To take advantage of these opportunities, these emerging businesses need access to a simple, agile, scalable, and reliable platform, and we believe we are only at the beginning of this transformation in multiple geographies. The combination of these tailwinds at Marqeta s back propels us forward. Collectively, we believe they explain why Marqeta s simple, trusted, and scalable global modern card issuing Platform is successful and why it continues to meet the growing needs of innovative businesses. Our Industry According to The Nilson Report, in 2019, consumers and businesses worldwide made over 440 billion purchase transactions on global network cards, aided by approximately 24 billion payment cards in circulation. Since the advent of card-based payments in the 1940s and 1950s, card payments have become the backbone of commercial activity due to their ease of use and widespread acceptance. A complex ecosystem underpins these transactions, consisting of Issuing Banks and Acquiring Banks, Acquirer Processors, Issuer Processors, and the Card Networks that facilitate the exchange of information and funds behind each transaction. Table of Contents Marqeta s expertise in financial services and relationships across the payments ecosystem has played a meaningful role in enabling us to implement a highly successful card program. Their integrations with the Issuing Banks and Card Networks have been instrumental in helping us establish our program, and Marqeta s attention to fraud, risk, and compliance has matched our high standards. These capabilities have allowed us to accelerate our time to market and better serve the needs of Square sellers. Christina Riechers, General Manager of Business Banking The relationship we have with Marqeta is a true partnership. They are a great partner because their solution is tailored to the needs of end-users on the DoorDash Platform. Without Marqeta s Platform and APIs there would be use cases that we couldn t serve. A lot of restaurants require payments at the point of sale, and Marqeta allows us to do that and serve the needs of our restaurants the way they would like to be served. Michael Kim, VP Finance We love working with Marqeta. Their ability to work at speed, cut through complexity and always have the end-consumer experience at heart perfectly matches how we work at Klarna. Our close collaboration in bringing an entirely new product offering and shopping experience to the Australian market in record time has been a big success. Koen K ppen, CTO Marqeta has provided key functionality to help us scale our in-store payment operations and bridge the gap between online ordering and in-store payment. Marqeta combines innovative technology with excellent client service and we re proud to partner with them as a payments solution as we continue to focus on driving even more value for our customers, shoppers and partners across North America. Mark Schaaf, CTO Table of Contents While the acquirer-facing side of the payments ecosystem has seen significant technology innovation over the last several years, the issuer-facing side has remained largely stagnant. There are approximately 300 Acquiring Banks within the United States. However, there are only approximately 200 Issuer Processors globally. Large financial institutions have historically relied on inflexible and complicated legacy issuer processor infrastructure. This in turn makes launching new card programs and supporting cutting-edge use cases difficult and time consuming ultimately stifling innovation. Modern Payments Ecosystem Today s card issuers include technology-centric companies that are looking to digitally integrate payment cards into their platforms and process a rapidly growing number of complex payments transactions. Twenty-first century products, including online marketplaces, sharing economy platforms, digital banking, and on-demand services, require fast to launch, configurable, and reliable payment solutions. To meet these demands and respond to the changing behaviors of end users, businesses require a modern card issuing and transaction processing platform that overcomes legacy technology constraints while also being able to integrate seamlessly with Issuing Banks and Card Networks. This modern infrastructure allows for significant innovation in the payments ecosystem. It enables a new class of card issuers to emerge by simplifying and democratizing the issuing process. It expands the issuing medium beyond physical cards to keep pace with the demands of digital commerce and mobile wallets, increasing regulatory and security requirements, and cross-border capabilities. It gives developers highly configurable controls that enable them to provide a customized solution to their business and customer needs. It operates on an extensible cloud infrastructure that works globally and enables scale and simplicity even as card issuer, merchant, and consumer demands become increasingly complex. In other words, a modern payments ecosystem puts innovation, accessibility, flexibility, control, and scale into the hands of card issuers by delivering all of these benefits in one easy-to-use platform. This type of platform solution powers the growth of new verticals and new card issuers and enables innovation for large financial institutions who are looking to expand their products and use cases to remain competitive in an increasingly digitized world. We believe Marqeta has built such a platform. Table of Contents TABLE OF CONTENTS Prospectus Page Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/MYPSW_playstudio_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/MYPSW_playstudio_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7ab74db05cf8e75dadfcdcd7cb55e358ab620cd8
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/MYPSW_playstudio_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights selected information appearing elsewhere in this prospectus. Because it is a summary, it may not contain all of the information that may be important to you. Before making your investment decision with respect to our securities, you should read this entire prospectus carefully, including the information set forth under the section titled Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements. PLAYSTUDIOS The Power of Play We are a developer and publisher of free-to-play casual games for mobile and social platforms that are powered by a differentiated playAWARDS loyalty platform. We have developed some of the most innovative and successful free-to-play social casino games in the world, including the award-winning POP! Slots, myVEGAS Slots, my KONAMI Slots and myVEGAS Blackjack. Our games are based on original content, real-world slot game content, as well as third-party licensed brands and are downloadable and playable for free on multiple social and mobile-based platforms, including the Apple App Store, Google Play Store, Amazon Appstore and Facebook. From social slots to casual and role-playing games (RPGs), each game has been thoughtfully crafted for the people who play it. As a result, we ve been able to build a loyal and engaged community of players by virtue of our direct development efforts. Background We were originally known as Acies Acquisition Corp. On the Closing Date, Acies consummated the Business Combination with Old PLAYSTUDIOS, pursuant to the Merger Agreement. In connection with the closing of the Business Combination, we changed our name from Acies to PLAYSTUDIOS, Inc. PLAYSTUDIOS continues the existing business operations of Old PLAYSTUDIOS as a publicly traded company. In connection with the closing of the Business Combination, Acies filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Acies was domesticated and continues as a Delaware corporation, changing its name to PLAYSTUDIOS, Inc. (the Domestication ). As a result of and upon the effective time of the Domestication, among other things, (1) each then-issued and outstanding Class A ordinary share, par value $0.0001 per share, of Acies (the Acies Class A ordinary shares ), automatically converted, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of PLAYSTUDIOS (the Class A common stock ); (2) each then-issued and outstanding redeemable warrant of Acies automatically converted into a redeemable warrant to acquire one share of our Class A common stock (the Warrants ); and (3) each then-issued and outstanding unit of Acies that had not been previously separated into the underlying Acies Class A ordinary shares and underlying Acies warrants was cancelled and entitled the holder thereof to one share of Class A common stock and one-third of one Warrant. No fractional shares will be issued upon exercise of the Warrants. Pursuant to the terms of the Merger Agreement, at the Closing, among other things: The outstanding shares of capital stock of Old PLAYSTUDIOS then outstanding were cancelled in exchange for the right to receive (i) shares of Class A common stock based on an exchange ratio of approximately 0.233 shares of Old PLAYSTUDIOS capital stock per shares of our common stock (the Exchange Ratio ) (except that with respect to any shares owned by Mr. Pascal, our Chairman, CEO and Co-Founder (the Founder ) and certain affiliates (collectively, the Founder Group ), such shares were instead cancelled in exchange for the right to receive shares of Class B common stock based on the Exchange Ratio) and (ii) in lieu of shares of our common stock, holders of shares of capital stock of Old PLAYSTUDIOS could elect to receive $10.00 per share of our common stock (up to a cap of 15% of such holder s shares). $102.0 million become payable to stockholders as cash consideration at the Closing pursuant to such cash consideration elections. Each outstanding share of Old PLAYSTUDIOS capital stock as well as any vested but unexercised options to purchase shares of OLD PLAYSTUDIOS capital stock also received the contingent right to TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION DATED JULY 28, 2021 PRELIMINARY PROSPECTUS PLAYSTUDIOS, Inc. Up to 107,495,199 Shares of Class A Common Stock Up to 10,996,631 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 3,821,667 Warrants This prospectus relates to the issuance by us of up to an aggregate of 10,996,631 shares of our Class A common stock, $0.0001 par value per share (the Class A common stock ), which consists of (i) up to 7,174,964 shares of our Class A common stock that are issuable upon the exercise of 7,174,964 warrants (the Public Warrants ) originally issued in the initial public offering of Acies Acquisition Corp. ( Acies ) by the holders thereof and (ii) up to 3,821,667 shares of Class A common stock that are issuable upon the exercise of 3,821,667 warrants originally issued in a private placement in connection with the initial public offering of Acies (the Private Placement Warrants , and together with the Public Warrants, the Warrants ). We will receive the proceeds from any exercise of any Warrants for cash. This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the Selling Securityholders ) of (i) up to 107,495,199 shares of Class A common stock, including up to 10,693,624 shares of Class A common stock issuable as Earnout Shares (as defined herein) and 1,444,962 shares of Class A common stock issuable upon the exercise of 1,444,962 options to purchase shares of Class A common stock (the Class A Option Shares ) and (ii) 3,821,667 Private Placement Warrants. The shares of Class A common stock being registered include 21,348,205 shares issuable upon conversion of: (i) 16,130,300 shares of our Class B common stock, par value $0.0001 per share (the Class B common stock and, together with the Class A common stock, our common stock ), issued to Andrew S. Pascal, our Chairman of the Board and Chief Executive Officer, (ii) 3,026,112 shares of Class B common stock issuable as Earnout Shares and (iii) 2,191,793 shares of Class B common stock issuable upon the exercise of 2,191,793 options to purchase shares of Class B common stock (the Class B Option Shares , and together with the Class A Option Shares, the Option Shares ). We will not receive any proceeds from the sale of shares of common stock or Private Placement Warrants by the Selling Securityholders pursuant to this prospectus. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to twenty votes per share and is convertible into one share of Class A common stock. Outstanding shares of Class B common stock, all of which are held by Mr. Pascal and certain of his affiliates, represent approximately 74.6% of the voting power of our outstanding capital stock as of June 21, 2021. We are registering the securities for resale pursuant to the Selling Securityholders registration rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the shares of Class A common stock or Private Placement Warrants. The Selling Securityholders may offer, sell or distribute all or a portion of their shares of Class A common stock or Private Placement Warrants publicly or through private transactions at prevailing market prices or at negotiated prices. We provide more information about how the Selling Securityholders may sell the shares of Class A common stock or Private Placement Warrants in the section titled Plan of Distribution. We are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company. Our Class A common stock is currently listed on The Nasdaq Global Market ( Nasdaq ) under the symbol MYPS , and our Public Warrants are currently listed on The Nasdaq Global Market under the symbol MYPSW . On July 27, 2021, the closing price of our Class A common stock was $5.88 and the closing price for our Public Warrants was $1.38. See the section titled Risk Factors beginning on page 8 of this prospectus to read about factors you should consider before buying our securities. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2021. TABLE OF CONTENTS ABOUT THIS PROSPECTUS On June 21, 2021 (the Closing Date ), Acies consummated a business combination (the Business Combination ) with PlayStudios, Inc., a Delaware corporation ( Old PLAYSTUDIOS ), pursuant to the Agreement and Plan of Merger, dated as of February 1, 2021 (the Merger Agreement ), by and among Acies, Catalyst Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acies ( First Merger Sub ), Catalyst Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acies ( Second Merger Sub ), and Old PLAYSTUDIOS. In connection with the closing of the Business Combination, Old PLAYSTUDIOS merged with First Merger Sub with Old PLAYSTUDIOS surviving the member. Old PLAYSTUDIOS then merged with Second Merger Sub, with Second Merger Sub surviving the merger. As part of the Closing, Acies changed its name to PLAYSTUDIOS, Inc and Second Merger Sub changed its name to PLAYSTUDIOS US, LLC. PLAYSTUDIOS is continuing the existing business operations of Old PLAYSTUDIOS as a publicly traded company. Unless the context indicates otherwise, references in this prospectus to the Company, PLAYSTUDIOS, we, us, our and similar terms refer to PLAYSTUDIOS, Inc. (f/k/a Acies Acquisition Corp.) and its consolidated subsidiaries. References to Acies refer to our predecessor company prior to the consummation of the Business Combination. This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using the shelf registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of Class A common stock issuable upon the exercise of any Warrants. We will not receive any proceeds from the sale of shares of Class A common stock underlying the Warrants pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the Warrants for cash. This prospectus includes industry and market data that we obtained from periodic industry publications, third-party studies and surveys, filings of public companies in our industry and internal company surveys. These sources include government and industry sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe the industry and market data to be reliable as of the date of this prospectus, this information could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein. TABLE OF CONTENTS receive the applicable Earnout Pro Rata Portion (as defined in the Merger Agreement) of an aggregate of 15,000,000 additional shares of common stock (the Earnout Shares ), payable in two equal tranches if the closing price of the Class A common stock exceeds $12.50 and $15.00 per share, respectively, for any 20 trading days within any 30-trading day period commencing on or after the 150th day following the Closing and ending no later than the five-year anniversary of the Closing (the earnout consideration will also vest based on the price targets in connection with a sale of the Company) (any of the foregoing, an Earnout Triggering Event ). 900,000 shares (the Unvested Sponsor Shares ) of the 4,574,062 shares of our Class A common stock (the Sponsor Shares ) held by Acies Acquisition, LLC, the sponsor of Acies (the Sponsor ), became unvested. The Unvested Sponsor Shares will vest in two equal tranches upon the occurrence of an Earnout Triggering Event as described above. All outstanding warrants of Old PLAYSTUDIOS were deemed to exercise automatically in connection with the Closing and the underlying shares were treated in the same manner as outstanding shares of Old PLAYSTUDIOS capital stock. Each outstanding and unexercised option to purchase Old PLAYSTUDIOS capital stock granted under the Old PLAYSTUDIOS Omnibus 2011 Omnibus Stock and Incentive Plan (each an Old PLAYSTUDIOS Option ), whether or not vested or exercisable, converted into an option to purchase a share of Class A common stock, except for any such option that was held by any member of the Founder Group, which was converted into an option to purchase a share of Class B common stock, in each case with the same terms except for the number of shares exercisable and the exercise price, each of which were adjusted using the Exchange Ratio. The shares of our Class B common stock issued to the Founder Group have the same economic terms as the shares of our Class A common stock, but the shares of our Class A common stock will be entitled to one vote per share, and the shares of our Class B common stock will be entitled to 20 votes per share. Any shares of our Class B common stock that are transferred outside the Founder Group (except for certain permitted transfers) will automatically convert into shares of our Class A common stock. In addition, the outstanding shares of our Class B common stock will be subject to a sunset provision by which all outstanding shares of our Class B common stock will automatically convert into shares of our Class A common stock: (i) if holders representing a majority of our Class B common stock vote to convert our Class B common stock into our Class A common stock, (ii) if the Founder Group and its permitted transferees collectively no longer beneficially own at least 20% of the number of shares of our Class B common stock collectively held by the Founder Group as of the Closing or (iii) on the nine-month anniversary of the Founder s death or disability, unless such date is extended by a majority of independent directors. The shares of our common stock issued to the stockholders of Old PLAYSTUDIOS, all of the options to purchase shares of our common stock, the Sponsor Shares and the Private Placement Warrants are subject to certain restrictions of transfer. See Description of Our Securities General Common Stock Lock-up Restrictions. In connection with the Business Combination, holders of 11,333,489 Acies Class A ordinary shares exercised their rights to redeem those shares for cash at a redemption price of approximately $10.00 per share, or an aggregate of approximately $113.4 million. At the Closing: 10,191,511 outstanding Acies Class A ordinary shares were converted on a one-to-one basis into shares of Class A common stock The outstanding warrants of Acies (other than those warrants held by Acies Acquisition, LLC, a Delaware limited liability company and forfeited for no consideration in connection with the Closing) converted into Warrants and automatically entitled the holders thereof to purchase shares of Class A common stock upon consummation of the Transactions. The holders of PlayStudios common stock and PlayStudios Preferred Stock were issued 70,707,791 shares of Class A common stock and 16,130,300 shares of Class B common stock. Concurrently with the execution of the Merger Agreement, Acies entered into certain subscription agreements (the Subscription Agreements ) with certain investors (the PIPE Investors ), pursuant to TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act ). We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this prospectus, about our future financial performance, strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, should, could, would, expect, plan, anticipate, intend, believe, estimate, continue, goal, project or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Forward-looking statements in this prospectus may include, for example, statements about: our business strategy and market opportunity; our ability to maintain the listing of our Class A common stock or our Public Warrants on the Nasdaq; our ability to raise financing in the future; our success in retaining or recruiting, or changes required in, our officers, key employees or directors; our Warrants are accounted for as liabilities and changes in the value of our Warrants could have a material effect on our financial results; we identified a material weakness in our internal control over financial reporting, which could adversely affect our ability to report our results of operations and financial condition accurately and timely; factors relating to our business, operations and financial performance and our subsidiaries, including: changes in the competitive and regulated industries in which we operate, variations in operating performance across competitors, changes in laws and regulations affecting our business and changes in the combined capital structure; our ability to implement business plans, forecasts and other expectations, and identify and realize additional opportunities; the impact of COVID-19 (including existing and possible future variants) on our business; costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination or to realize any financial projections or estimated pro forma results and the related underlying assumptions, including with respect to estimated Acies shareholder redemptions; and other risk and uncertainties detailed under the section titled Risk Factors. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in any accompanying prospectus supplement. Should one or more of the risks or uncertainties described in this prospectus occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any TABLE OF CONTENTS which the PIPE Investors agreed to purchase, and Acies agreed to sell to the PIPE Investors, an aggregate of 25,000,000 shares of our Class A common stock, for a purchase price of $10.00 per share and at an aggregate purchase price of $250 million (the PIPE Investment ). As noted above, the per share conversion price of approximately $10.00 for holders of public shares of Acies electing redemption was paid out of Acies trust account, which had a balance immediately prior to the Closing of approximately $215.3 million. Following the payment of redemptions and after giving effect to the PIPE Investment Acies had approximately $351.9 million of available cash for disbursement in connection with the Transactions. Of these funds, approximately $147.5 million was used to pay certain transaction expenses (including cash to certain stockholders of Old PLAYSTUDIOS that made a valid cash election, as described above) and $20.0 million was used to terminate the profit share provision of an agreement with MGM Resorts International, one of the PIPE Investors. Approximately $184.5 million became available to us upon the consummation of the Business Combination. Immediately after giving effect to the Transactions (including as a result of the conversions described above), there were 109,623,364 shares of Class A common stock, 16,130,300 shares of Class B common stock, 10,996,667 Warrants, 13,549,198 options to purchase shares of Class A common stock and 2,191,793 options to purchase shares of Class B common stock issued and outstanding. Upon the Closing, Acies ordinary shares, warrants and units ceased trading, and shares of Class A common stock and Public Warrants began trading on the Nasdaq under the symbols MYPS, and MYPSW, respectively. The rights of holders of our common stock and Warrants are governed by our Amended and Restated Certificate of Incorporation (the Certificate of Incorporation ), our amended and restated bylaws (the Bylaws ), and the DGCL, and, in the case of the Warrants, the Warrant Agreement, dated October 22, 2020 (the Warrant Agreement ), between Acies and the Continental Stock Transfer & Trust Company, as the warrant agent (the Warrant Agent ). See the sections titled Description of Our Securities and Certain Relationships and Related Party Transactions. Corporate Information Acies was incorporated on August 14, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses Acies completed its initial public offering in October 2020 (the IPO ). On the Closing Date, Acies consummated the Business Combination with Old PLAYSTUDIOS, pursuant to the Merger Agreement. In connection with the closing of the Business Combination, we changed our name from Acies to PLAYSTUDIOS, Inc. PLAYSTUDIOS continues the existing business operations of Old PLAYSTUDIOS as a publicly traded company. Our principal executive office is located at 10150 Covington Cross Drive, Las Vegas, Nevada 89144. Our telephone number is (725) 877-7000. Our website address is www.playstudios.com. Information contained on our website or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part. Summary Risk Factors In evaluating a potential investment in our Class A common stock, you should carefully read this prospectus, including the exhibits, and especially review and consider the risk factors set forth under the section titled Risk Factors beginning on page 7 of this prospectus. Among these important risks are the following: Our business will suffer if we are unable to entertain our players, develop new games and improve the experience of our existing games. If we are able to develop new games and features that achieve success, it is possible that these new games and features could divert players of our other existing games without growing our overall player base, which could harm operating results. We believe that our players level of engagement with our games is partly based on playAWARDS, our real-world rewards loyalty program. If we fail to expand and diversify our playAWARDS program, in particular given the current restrictions imposed by the COVID-19 pandemic, our business may suffer. TABLE OF CONTENTS forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the section titled Risk Factors and in our periodic filings with the SEC. Our SEC filings are available publicly on the SEC s website at www.sec.gov. You should read this prospectus and any accompanying prospectus supplement completely and with the understanding that our actual future results, levels of activity and performance as well as other events and circumstances may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. TABLE OF CONTENTS Our industry is very competitive. If consumers prefer our competitors games over our own, our operating results could suffer. We rely on a small portion of our total players for a substantial amount of our revenue and if we fail to grow our player base, or if player engagement declines, our revenue and operating results will be harmed. We rely on third-party platforms such as the Apple App Store, Google Play Store, Amazon Appstore and Facebook to distribute our games and collect revenues generated on such platforms and rely on third-party payment service providers to collect revenues generated on our own platforms. If we do not successfully invest in, establish and maintain awareness of our brands and games, if we incur excessive expenses promoting and maintaining our brands or our games or if our games contain defects, our business, financial condition, results of operations or reputation could be harmed. Our ability to acquire and maintain licenses to intellectual property may affect our revenue and profitability. Competition for these licenses may make them more expensive and increase our costs. We rely on information technology and other systems and platforms, and any failures, errors, defects or disruptions in our or our vendors or other partners systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, impact our games and related software applications, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects. We are subject to laws and regulations concerning data privacy, information security, data protection and consumer protection, and these laws and regulations are continually evolving. Our actual or perceived failure to comply with these laws and regulations could harm our business. Because we are a controlled company within the meaning of the Nasdaq rules, our shareholders may not have certain corporate governance protections that are available to shareholders of companies that are not controlled companies. The dual class structure of our common stock has the effect of concentrating voting power with our Chairman of the Board and Chief Executive Officer, which will limit an investor s ability to influence the outcome of important transactions, including a change in control. Warrants will become exercisable for our Class A common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders. We identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner. The price of our Class A common stock and Public Warrants may be volatile. We do not intend to pay cash dividends for the foreseeable future. Future resales of our common stock may cause the market price of our Class A common stock to drop significantly, even if our business is doing well. Delaware law and our organizational documents contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable. Emerging Growth Company We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. TABLE OF CONTENTS Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used. We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of Acies initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year s second fiscal quarter; and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Controlled Company Exemption Mr. Pascal and other members of the Founder Group are the beneficial owner of all the outstanding shares of our Class B common stock and, as such, control more than 50% of the voting power of our common stock. As a result, PLAYSTUDIOS is a controlled company within the meaning of Nasdaq s listing standards of which the Founder Group has the power to elect a majority of our directors. Pursuant to the Nasdaq listing standards. As a controlled company, we may elect not to comply with certain corporate governance standards, including the requirements: (i) that a majority of the Board of Directors consist of independent directors, (ii) that the Board of Directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee s purpose and responsibilities and (iii) that the Board of Directors have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee s purpose and responsibilities. If PLAYSTUDIOS ceases to be a controlled company and its shares continue to be listed on Nasdaq, PLAYSTUDIOS will be required to comply with these standards and, depending on the board s independence determination with respect to its then-current directors, PLAYSTUDIOS may be required to add additional directors to its board in order to achieve such compliance within the applicable transition periods. Although as of the date of this prospectus, PLAYSTUDIOS does not utilize any of these exemptions, we may elect to utilize one or more of these exemptions for so long as we remain a controlled company. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. See Risk Factors General Risks Factors Because we are a controlled company within the meaning of the Nasdaq rules, our shareholders may not have certain corporate governance protections that are available to shareholders of companies that are not controlled companies. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/NECB_northeast_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/NECB_northeast_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..eeb96f1530ca4c54688ccb797e030d2d2f4d8085
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/NECB_northeast_prospectus_summary.txt
@@ -0,0 +1 @@
+The following summary explains the significant aspects of the conversion, the offering and the exchange of existing shares of NorthEast Community Bancorp common stock for shares of NorthEast Community Bancorp, Inc. common stock. It may not contain all of the information that is important to you. Before making an investment decision, you should read this entire document carefully, including the consolidated financial statements and the notes thereto, and the section entitled Risk Factors. In this prospectus, the terms we, us and our refer to NorthEast Community Bancorp and its consolidated subsidiaries or its successor NorthEast Community Bancorp, Inc., unless the context requires otherwise. The financial information at December 31, 2020 and 2019 and for the years then ended that is included in this prospectus is derived in part from the audited consolidated financial statements that appear in this prospectus. The financial information as of December 31, 2018, 2017 and 2016 and for the years then ended that is included in this prospectus is derived in part from the audited financial statements of NorthEast Community Bancorp that do not appear in this prospectus. Our Companies NorthEast Community Bank. NorthEast Community Bank is a New York-chartered stock savings bank headquartered in White Plains, New York. NorthEast Community Bank was founded in 1934 and is a community oriented financial institution dedicated to serving the financial services needs of individuals and businesses within its market area. NorthEast Community Bank currently conducts business through its nine branch offices located in Bronx, New York, Orange, Rockland and Westchester Counties in New York and Essex, Middlesex and Norfolk Counties in Massachusetts and three loan production offices located in White Plains, New York, New City, New York and Danvers, Massachusetts. NorthEast Community Bank s principal business consists of originating primarily construction loans (which comprised approximately 66.2% of our total loan portfolio at December 31, 2020) and, to a lesser extent, commercial and industrial loans (which comprised approximately 11.0% of our total loan portfolio at December 31, 2020) and multifamily and mixed-use residential real estate loans and non-residential real estate loans (which, collectively, comprised approximately 22.0% of our total loan portfolio at December 31, 2020). We offer a variety of retail deposit products to the general public in the areas surrounding our main office and our branch offices, with interest rates that are competitive with those of similar products offered by other financial institutions operating in our market area. We also utilize borrowings as a source of funds. Our revenues are derived primarily from interest on loans and, to a lesser extent, interest on investment securities and mortgage-backed securities. We also generate revenues from other income including deposit fees, service charges and investment advisory fees. At December 31, 2020, NorthEast Community Bank exceeded all regulatory capital requirements and was considered a well-capitalized bank. NorthEast Community Bank is regulated by the New York State Department of Financial Services and the Federal Deposit Insurance Corporation. NorthEast Community Bancorp. NorthEast Community Bancorp, whose legal name is NorthEast Community Bancorp, Inc., is the federally chartered savings and loan holding company for NorthEast Community Bank and is regulated by the Federal Reserve Board. In July 2006, in connection with NorthEast Community Bank s reorganization into the mutual holding company structure, NorthEast Community Bancorp completed its initial public offering in which it (i) sold 5,951,250 shares of its outstanding common stock to the public, and (ii) issued 7,273,750 shares of its common stock to NorthEast Community Bancorp, MHC. NorthEast Community Bancorp s common stock is currently quoted on the OTC Pink Marketplace (OTCPK) operated by OTC Markets Group under the trading symbol NECB. At December 31, 2020, NorthEast Community Bancorp had consolidated total assets of $968.2 million, loans receivable, net, of $819.7 million, total deposits of $771.7 million and total stockholders equity of $153.8 million. As of the date of this prospectus, NorthEast Community Bancorp had 12,194,611 shares of common stock outstanding. After completion of the conversion and offering, NorthEast Community Bancorp will cease to exist. NorthEast Community Bancorp, MHC. NorthEast Community Bancorp, MHC is the federally chartered mutual holding company of NorthEast Community Bancorp and is regulated by the Federal Reserve Board. NorthEast Community Bancorp, MHC s sole business activity is the ownership of 7,273,750 TABLE OF CONTENTS Table of Contents Page Questions and Answers 1 Summary 5
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/NEUE_neuehealth_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/NEUE_neuehealth_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/NEUE_neuehealth_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/NIHK_video_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/NIHK_video_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..78be43bffe319e09c20393a75f19729b1f548378
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/NIHK_video_prospectus_summary.txt
@@ -0,0 +1 @@
+Our management team is comprised of two business professionals that have a broad range of experience in executive leadership, strategy development and implementation, operations management, financial policy and corporate transactions. Our management team members have worked together in the past, at Goldstein Franklin, Inc. and other firms as executive leaders and senior managers spearheading turnarounds, rollups and industry-focused consolidation while generating shareholder value for many for investors and stakeholders. We believe that our management team is well positioned to identify acquisition opportunities in the marketplace. Our management team's industry expertise, principal investing transaction experience and business acumen will make us an attractive partner and enhance our ability to complete a successful Business acquisition. Our management believes that its ability to identify and implement value creation initiatives has been an essential driver of past performance and will remain central to its differentiated acquisition strategy. Although our management team is well positioned and have experience to identify acquisition opportunities in the marketplace, past performance of our management team is not a guarantee either (i) of success with respect to any EV Business acquisition we may consummate or (ii) that we will be able to identify a suitable candidate for our initial EV Business acquisition. You should not rely on the historical performance record of our management team as indicative of our future performance. Additionally, in the course of their respective careers, members of our management team have been involved in businesses and deals that were unsuccessful. Our officers and directors have not had management experience with EV companies in the past. Our Business Plan Returning back to its foremost business model of technology focused operations, Video River Networks, Inc. (the Company ), a technology firm intends to operate and manage a portfolio of Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics ( EV-AI-ML-R ) assets, businesses and operations in North America. The Company s current targeted portfolio businesses include those that source, design, develop, manufacture and distribute high-performance, affordable and fully electric vehicles; and design, manufacture, install and sell Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices mostly engineered using Artificial Intelligence, Machine Learning and Robotic technologies. Our current technology-focused business model was a result of our board resolution on September 15, 2020 to spin-in our specialty real estate holding business to an operating subsidiary and then pivot back to being a technology company. The Company has now returned back to its original technology-focused businesses of Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices. In addition to above list, the Company intends to spread its wings into the Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics ( EV-AI-ML-R ) businesses/markets, targeting acquisition, ownership and operation of acquired EV-AI-ML-R businesses or portfolio of EV-AI-ML-R businesses. Video River Networks, Inc., prior to September 15, 2020, used to be a specialty real estate holding company, focuses on the acquisition, ownership, and management of specialized industrial properties. The Company s real estate business objective is to maximize stockholder returns through a combination of (1) distributions to our stockholders, (2) sustainable long-term growth in cash flows from increased rents, which we hope to pass on to stockholders in the form of increased distributions, and (3) potential long-term appreciation in the value of our properties from capital gains upon future sale. As a real estate holding company, the Company is engaged primarily in the ownership, operation, management, acquisition, development and redevelopment of predominantly multifamily housing and specialized industrial properties in the United States. Having partially freed itself from the day-to-day operation of the real estate operations, the Company now returns to its technology root with a primary purpose of acquiring Electric Vehicles manufacturer or doing a joint venture (JV) with Electric Vehicles businesses that source, design, develop, manufacture and distribute high-performance, affordable and fully electric vehicles; and design, manufacture, install and sell Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices mostly engineered using Artificial Intelligence, Machine Learning and Robotic technologies. Business Strategy and Deal Origination We have not finalized an acquisition target yet, but making progress in identifying several potential candidates from which we intend to pick those that meet our criteria for acquisition. Our acquisition and value creation strategy will be to identify, acquire and, after our initial EV Business acquisition, build an EV company that source, design, develop, manufacture and distribute high-performance, affordable and fully electric vehicles that suit the experience of our management team and can benefit from their operational expertise. Our Business acquisition strategy will leverage our management team's network of potential transaction sources, where we believe a combination of our relationships, knowledge and experience could effect a positive transformation or augmentation of existing businesses to improve their overall value proposition. Our management team's objective is to generate attractive returns and create value for our shareholders by applying our disciplined strategy of underwriting intrinsic worth and implementing changes after making an acquisition to unlock value. While our approach is focused on the EV-AI-ML-R industries where we have differentiated insights, we also have successfully driven change through a comprehensive value creation plan framework. We favor opportunities where we can accelerate the target's growth initiatives. As a management team we have successfully applied this approach over approximately 16 years and have deployed capital successfully in a range of market cycles. We plan to utilize the network and Finance industry experience of our Chief Executive Officer and our management team in seeking an initial EV Business acquisition and employing our Business acquisition strategy described below. Our CEO is a top financial professional with designations that include, CPA, CMA, and CFM. He s very knowledgeable in the fields of corporate law, real estate, lending, turnarounds and restructuring. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of EV acquisition opportunities. This network has been developed through our management team's extensive experience: investing in and operating a wide range of businesses; growing brands through repositioning, increasing household penetration and geographic expansion; expanding into new distribution channels, such as e-Commerce, in an increasingly omni-channel world; identifying lessons learned and applying solutions across product portfolios and channels; sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses; developing relationships with sellers, financing providers, advisors and target management teams; and executing transformational transactions in a wide range of businesses under varying economic and financial market conditions. In addition, drawing on their extensive investing and operating experience, our management team anticipates tapping four major sources of deal flow: directly identifying potentially attractive undervalued situations through primary research into EV industries and companies; receiving information from our management team's global contacts about a potentially attractive situation; leads from investment bankers and advisors regarding businesses seeking a combination or added value that matches our strengths; and inbound opportunities from a company or existing stakeholders seeking a combination, including corporate divestitures. We expect this network will provide our management team with a robust flow of EV acquisition opportunities. In addition, we anticipate that target EV Business candidates will be brought to our attention by various unaffiliated sources, which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Upon completion of this offering, members of our management team will communicate with their network of relationships to articulate the parameters for our search for a target company and a potential Business acquisition and begin the process of pursuing and reviewing potential leads. Acquisition/Business acquisition Criteria Consistent with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target EV businesses. We will use these criteria and guidelines in evaluating acquisition opportunities. While we intend to acquire EV companies that we believe exhibit one or more of the following characteristics, we may decide to enter into our initial EV Business acquisition with a target EV business that does not meet these criteria and guidelines. We intend to acquire EV companies that source, design, develop, manufacture and distribute high-performance, affordable and fully electric vehicles: have potential for significant growth, or can act as an attractive EV acquisition platform, following our initial EV Business acquisition; have demonstrated market segment, category and/or cost leadership and would benefit from our extensive network and insights; provide operational platform and/or infrastructure for variety of EV models and/or services, with the potential for revenue, market share, footprint and/or distribution improvements; are at the forefront of EV evolution around changing consumer trends; offer marketing, pricing and product mix optimization opportunities across distribution channels; are fundamentally sound companies that could be underperforming their potential and/or offer compelling value; offer the opportunity for our management team to partner with established target management teams or business owners to achieve long-term strategic and operational excellence, or, in some cases, where our access to accomplished executives and the skills of the management of identified targets warrants replacing or supplementing existing management; exhibit unrecognized value or other characteristics, desirable returns on capital and a need for capital to achieve the company's growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; and will offer an attractive risk-adjusted return for our shareholders. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial EV Business acquisition may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial EV Business acquisition with a target EV Business that does not meet the above criteria and guidelines, we will disclose that the target EV Business does not meet the above criteria in our shareholder communications related to our initial EV Business acquisition. Acquisition/Business acquisition Process In evaluating a prospective target EV business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of EV manufacturing facilities, as well as a review of financial and other information. We will also utilize our operational and capital allocation experience. In order to execute our business strategy, we intend to: Assemble a team of EV industry and financial experts: For each potential transaction, we intend to assemble a team of EV industry and financial experts to supplement our management's efforts to identify and resolve key issues facing a target EV Business. We intend to construct an operating and financial plan that optimizes the potential to grow shareholder value. With extensive experience investing in both healthy and underperforming businesses, we expect that our management will be able to demonstrate to the target EV business and its stakeholders that we have the resources and expertise to lead the combined company through complex and potentially turbulent market conditions and provide the strategic and operational direction necessary to grow the business in order to maximize cash flows and improve the overall strategic prospects for the company. Conduct rigorous research and analysis: Performing disciplined, fundamental research and analysis is core to our strategy, and we intend to conduct extensive due diligence to evaluate the impact that a transaction may have on a target EV Business. Business acquisition driven by trend analysis: We intend to understand the underlying purchase and industry behaviors that would enhance a potential transaction's attractiveness. We have extensive experience in identifying and analyzing evolving industry and consumer trends, and we expect to perform macro as well as bottoms-up analysis on consumer and industry trends. Acquire the target company at an attractive price relative to our view of intrinsic value: Combining rigorous analysis as well as input from industry and financial experts, our management team intends to develop its view of the intrinsic value of a potential Business acquisition. In doing so, our management team will evaluate future cash flow potential, relative industry valuation metrics and precedent transactions to inform its view of intrinsic value, with the intention of creating a Business acquisition at an attractive price relative to its view of intrinsic value. Implement operational and financial structuring opportunities: Our management team has the ability to structure and execute a Business acquisition that will establish a capital structure that will support the growth in shareholder value and give it the flexibility to grow organically and/or through strategic acquisitions. We intend to also develop and implement strategies and initiatives to improve the business' operational and financial performance and create a platform for growth. Seek strategic acquisitions and divestitures to further grow shareholder value: Our management team intends to analyze the strategic direction of the company, including evaluating potential non-core asset sales to create financial and/or operational flexibility for the company to engage in organic and/or inorganic growth. Our management team intends to evaluate strategic opportunities and chart a clear path to take the EV business to the next level after the Business acquisition. After the initial EV Business acquisition, our management team intends to apply a rigorous approach to enhancing shareholder value, including evaluating the experience and expertise of incumbent management and making changes where appropriate, examining opportunities for revenue enhancement, cost savings, operating efficiencies and strategic acquisitions and divestitures and developing and implementing corporate strategies and initiatives to improve profitability and long-term value. In doing so, our management team anticipates evaluating corporate governance, opportunistically accessing capital markets and other opportunities to enhance liquidity, identifying acquisition and divestiture opportunities and properly aligning management and board incentives with growing shareholder value. Our management team intends to pursue post-merger initiatives through participation on the board of directors, through direct involvement with company operations and/or calling upon a stable of former managers and advisors when necessary. Strategic Approach to Management. We intend to approach the management of a company as strategy consultants would. This means that we approach business with performance-based metrics based on strategic and operational goals, both at the overall company level and for specific divisions and functions. Corporate Governance and Oversight. Active participation as board members can include many activities ranging from conducting monthly or quarterly board meetings to chairing standing (compensation, audit or investment committees) or special committees, replacing or supplementing company management teams when necessary, adding outside directors with industry expertise which may or may not include members of our own board of directors, providing guidance on strategic and operational issues including revenue enhancement opportunities, cost savings, brand repositioning, operating efficiencies, reviewing and testing annual budgets, reviewing acquisitions and divestitures and assisting in the accessing of capital markets to further optimize financing costs and fund expansion. Direct Operational Involvement. Our management team members, through ongoing board service, intend to actively engage with company management. These activities may include: (i) establishing an agenda for management and instilling a sense of accountability and urgency; (ii) aligning the interest of management with growing shareholder value; (iii) providing strategic planning and management consulting assistance, particularly in regards to re-invested capital and growth capital in order to grow revenues, achieve more optimal operating scale or eliminate costs; (iv) establishing measurable key performance metrics; and (v) complementing product lines and brands while growing market share in attractive market categories. These skill sets will be integral to shareholder value creation. M&A Expertise and Add-On Acquisitions. Our management team has expertise in identifying, acquiring and integrating synergistic, margin-enhancing and transformational businesses. We intend to, wherever possible, utilize M&A as a strategic tool to strengthen the financial profile of an EV business we acquire, as well as its competitive positioning. We would seek to enter into accretive Business acquisitions where our management team or an acquired company's management team can seamlessly transition to working together as one organization and team. Access to Portfolio Company Managers and Advisors. Through their combined 32+ year history of investing in and controlling businesses, our management team members have developed strong professional relationships with former company managers and advisors. When appropriate, we intend to bring in outside directors, managers or consultants to assist in corporate governance and operational turnaround activities. The use of supplemental advisors should provide additional resources to management to address time intensive issues that may be delaying an organization from realizing its full potential shareholder returns. Our acquisition criteria, due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial EV Business acquisition may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial EV Business acquisition with a target EV Business that does not meet the above criteria and guidelines, we will disclose that the target EV Business does not meet the above criteria in our shareholder communications related to our initial EV Business acquisition, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Sourcing of Potential Business acquisition Targets We believe that the operational and transactional experience of our management team and their respective affiliates, and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential Business acquisition targets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships with sellers, financing sources and target management teams. Our management team members have significant experience in executing transactions under varying economic and financial market conditions. We believe that these networks of contacts and relationships and this experience will provide us with important sources of investment opportunities. In addition, we anticipate that target EV Business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions. Other Acquisition Considerations We are not prohibited from pursuing an initial EV Business acquisition with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial EV Business acquisition with a company that is affiliated with our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial EV Business acquisition is fair to our company from a financial point of view. Unless we complete our initial EV Business acquisition with an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the target EV Business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial EV Business acquisition. Members of our management team may directly or indirectly own our ordinary shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target EV Business is an appropriate business with which to effectuate our initial EV Business acquisition. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular Business acquisition if the retention or resignation of any such officers and directors was included by a target EV Business as a condition to any agreement with respect to our initial EV Business acquisition. In the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our Business acquisition. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Plan of Operations While our major focus is to find, acquire and manage an EV business, our real estate portfolio is still alive and must figure in our plan of operation. As of the date of this S-1 Registration, we have two available-for-sale real estate properties with a carrying amount of $970,148. We bought three single family residences (SFR) with a cost/carrying amount of $1,452,897, in Los Angeles in 2019. We bought a fourth property in June 2020. During the nine months ended September 30, 2020, we sold two of the four properties for a total amount of $1,205,000. In the next twelve months, we plan on selling the remaining two properties and adding the proceeds obtained from the sales to the Proceeds from this Offering to finance our electric vehicles business plan. The Company will continue to evaluate its projected expenditures relative to its available cash and to seek additional means of financing in order to satisfy the Company s working capital and other cash requirements. Upon completion of the acquisition of an Electric Vehicles manufacturer or doing a joint venture (JV) with Electric Vehicles businesses that source, design, develop, manufacture and distribute high-performance, affordable and fully electric vehicles, our strategy will subsequently include distribution of the electric vehicles and related product lines to retailers and consumers across North America.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/NUVB-WT_nuvation_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/NUVB-WT_nuvation_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b2d25b3999a9a4f366587948e0f63cc744276139
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/NUVB-WT_nuvation_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto and the information set forth in the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations. Unless the context otherwise requires, we use the terms Nuvation Bio, company, we, us and our in this prospectus to refer to Nuvation Bio Inc. and our wholly owned subsidiaries. Overview We are a clinical-stage biopharmaceutical company tackling some of the greatest unmet needs in oncology by developing differentiated and novel therapeutic candidates. We were founded by our chief executive officer, David Hung, M.D., who founded Medivation, Inc. and led its successful development of oncology drugs Xtandi and talazoparib (now marketed as Talzenna ), leading to its $14.3 billion sale to Pfizer Inc. in 2016. We leverage our team s extensive expertise in medicinal chemistry and drug development to pursue oncology targets validated by strong clinical or preclinical data and discover novel small molecules that improve the activity and overcome the liabilities of currently marketed drugs or best-in-development therapeutic candidates. In addition to our focus on development of small molecules for validated targets, we are also developing novel therapeutic candidates based on our Drug-Drug Conjugate platform. Utilizing this platform, we are able to conjugate tissue-selective targeted small molecules with anti-tumor agents to create unique therapeutic candidates. We began dosing high-grade glioma patients in a Phase 1/2 clinical trial of our lead product candidate in December 2020 and expect to report top-line data from the Phase 1 portion of this trial in 2022. We plan to initiate multiple other Phase 1 trials through 2022 and to submit up to an additional five Investigational New Drug applications over the next six years across our pipeline of therapeutic product candidates. We have no revenue to date and we have incurred net losses of $41.7 million and $33.6 million for the years ended December 31, 2020 and 2019, and an accumulated deficit of $76.0 million from inception through December 31, 2020.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/NUVL_nuvalent_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/NUVL_nuvalent_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6fd1b31a26ec10bc1fd1e216e073634da63e7929
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/NUVL_nuvalent_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/ONON_on_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/ONON_on_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c0456ec28621e52b06f8f4669ea5bacac1933893
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/ONON_on_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus carefully, including the Risk Factors, Business and Management s Discussion and Analysis of Financial Condition and Results of Operations sections and our consolidated financial statements and notes to those statements, included elsewhere in this prospectus, before deciding to invest in our Class A ordinary shares. Overview Our Mission On was born in the Swiss Alps with one goal: to revolutionize the sensation of running based on the radical idea of soft landings followed by explosive take-offs. Or, as we call it, running on clouds. Innovation is at the core of On s foundation and we focus our efforts on three main areas: performance, design and impact. We aspire to increase performance for athletes and everyday consumers by applying smart, distinct and sustainability-focused designs to our products. We believe evolving consumer preferences towards more active, healthier lifestyles and the casualization of fashion are the primary drivers of growth in today s approximately $300 billion global sportswear industry. We believe our ethos and capabilities position On to benefit from these secular shifts. Our team culture is built around five core values or, as we call them, spirits: explorer, athlete, team, survivor, and positive spirit. These five spirits guide us in our approach to making a positive contribution in the right way. For ourselves. For runners. And for our planet. We believe how we do things is just as important as what we do. As a brand built around encouraging and supporting movement, we believe that it is the human spirit, not just the human body, that drives people to dream the big idea and move to make that dream a reality. Everything we do at On is designed to deliver on our mission: To ignite the human spirit through movement. Our History: Born in the Swiss Alps As a professional athlete, three-time World Champion and six-time Ironman Champion, Olivier Bernhard devoted himself to creating a running shoe that would give him the perfect running sensation. Olivier s quest gave rise to the symbiosis of running experience and engineering expertise that would become On s CloudTec technology. Dozens of prototypes were developed, but the basic concept cushioned landing, explosive take-off remained paramount throughout. It was this unique running sensation that convinced Olivier s friends Caspar Coppetti and David Allemann to join Olivier in his quest. Together with Olivier, they formally established On in Z rich, Switzerland in January 2010. Just a month after the company was founded, early On prototypes won the ISPO Brand New Award, one of the most important prizes for innovation in sport. Test runners were enthusiastic and spoke of running on clouds. In July 2010, the first specialty running stores carried On shoes on their shelves. From these humble beginnings in Z rich, On set out in 2010 with a big ambition: to change the world of running for professionals and amateur runners alike. As On started to gain traction in several key markets, the Table of Contents The information in this prospectus is not complete and may be changed. We and the selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED SEPTEMBER 13, 2021 PROSPECTUS 31,100,000 Shares On Holding AG Class A Ordinary Shares We are offering 25,442,391 Class A ordinary shares, CHF 0.10 par value, of On Holding AG and the selling shareholders identified in this prospectus are offering an additional 5,657,609 Class A ordinary shares of On Holding AG. The underwriters may also purchase up to 3,815,734 Class A ordinary shares from us and up to 849,266 Class A ordinary shares from the selling shareholders within 30 days to cover over-allotments, if any. We have two classes of authorized ordinary shares: Class A ordinary shares and Class B voting rights shares. Class A ordinary shares and Class B voting rights shares are identical, except with respect to par value (based on which entitlements to dividends and other distributions are calculated), voting power, conversion and transfer rights. Class A ordinary shares have a par value of CHF 0.10 and Class B voting rights shares have a par value of CHF 0.01, and as a result, on a capital-invested basis, each Class B voting rights share has ten times the voting power of each Class A ordinary share. The Class B voting rights shares are subject to transfer restrictions and mandatory conversion into Class A ordinary shares upon the occurrence of certain events, including upon the occurrence of (i) certain general sunset events, including such time that (a) the extended founder team (as defined below) ceases to hold at least 65% of the aggregate number of Class B voting rights shares held by them immediately following this offering; or (b) fewer than two members of the extended founder team continue to hold Class B voting rights shares; and (ii) certain individual sunset events, including, but not limited to, such time that (x) an individual member of the extended founder team ceases to hold at least 65% of the number of Class B voting rights shares held by such individual immediately following this offering; and (y) a member of the extended founder team is no longer acting as a member of the executive committee of the Company or serving in an advisory role with the Company or its controlled affiliates, subject, in the case of the individual sunset events, to the right of first refusal of the other members of the extended founder team to purchase such shares. See Description of Share Capital and Articles of Association Ordinary Shares. All of the Class B voting rights shares will be beneficially owned by David Allemann, Olivier Bernhard, Caspar Coppetti, Martin Hoffmann and Marc Maurer (our extended founder team ). Accordingly, following this offering, our extended founder team will control shares representing 59.4% of the total voting power of our shares, assuming no exercise of the underwriters option to purchase Class A ordinary shares. Accordingly, our extended founder team will be able to significantly influence any action requiring the approval of shareholders, including the election of our board of directors, the adoption of amendments to our Amended and Restated Articles of Association and any significant corporate transaction. We expect that the initial public offering price will be between $20.00 and $22.00 per Class A ordinary share. We have applied to list our Class A ordinary shares on the New York Stock Exchange, or NYSE, under the symbol ONON. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We are an emerging growth company under the US federal securities laws and will be subject to reduced public company reporting requirements. Additionally, following the offering, we will be a controlled company within the meaning of the corporate governance standards of the NYSE and as such may rely on available exemptions from certain corporate governance requirements. Investing in our Class A ordinary shares involves risks. See Risk Factors beginning on page 25 of this prospectus. Per Class A ordinary share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $ Proceeds, before expenses, to the selling shareholders (1) We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See Underwriting for a description of all compensation payable to the underwriters. The underwriters expect to deliver the Class A ordinary shares against payment in New York, New York on or about , 2021. Goldman Sachs & Co. LLC Morgan Stanley J.P. Morgan Allen & Company LLC UBS Investment Bank Credit Suisse Baird Stifel Telsey Advisory Group The date of this prospectus is , 2021. Table of Contents where action for those purposes is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of Class A ordinary shares and the distribution of this prospectus outside the United States. We are a corporation incorporated in accordance with Swiss law. Under the rules of the U.S. Securities and Exchange Commission (the SEC ) we are currently eligible for treatment as a foreign private issuer. As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Moreover, a number of our directors and executive officers are not residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or upon such persons or to enforce against them judgments obtained in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised by our Swiss counsel that there is doubt as to the enforceability in Switzerland of original actions, or in actions for enforcement of judgments of U.S. courts, of civil liabilities to the extent solely predicated upon the federal and state securities laws of the United States. See Enforcement of Judgments for additional information. Table of Contents three co-founders brought on Marc Maurer and Martin Hoffmann as equal partners in 2013 to scale and professionalize the business. Together, we have built a distinct culture that empowers the On team to make decisions and foster innovation, allowing On to rapidly scale while retaining the entrepreneurial mindset of a startup. We believe this partnership approach to leadership has been an integral part of On s success over the past decade, and we expect it to continue. Our Present: Achieving Global Scale On is a premium performance sports brand rooted in technology, design and impact that has built a passionate global community of fans across more than 60 countries. We have a selective wholesale presence in approximately 8,100 premium retail doors globally and we generated 37.7% and 36.6% of our net sales in 2020 and the six-month period ended June 30, 2021, respectively, through our direct-to-consumer ( DTC ) channel, which is primarily driven by our website. We believe we are one of the fastest-growing scaled athletic sports companies in the world, having grown our net sales at an 85% compound annual growth rate ( CAGR ) from inception through 2020 to CHF 425.3 million for the year ended December 31, 2020. Our growth has continued in 2021, with net sales growing by 84.6% to CHF 315.5 million for the six-month period ended June 30, 2021 compared to the six-month period ended June 30, 2020. We focus on providing a premium product experience to customers wherever they are, and our brand resonates with our loyal customers around the world. As a Swiss company with a small home market, we opted to expand globally from the very beginning, and today we have a fast-growing presence across a number of international markets including, among others, Germany (first entered in 2011), the United States (2013), Japan (2013), China (2018) and Brazil (2018). We believe this global presence within the large global footwear and apparel market positions us well for future growth. We believe our Swiss heritage and our focus on innovating at the cutting edge of performance, design and impact differentiates us from other sports brands. We are committed to creating premium products that deliver strong performance. Our relentless culture of innovation has driven us to repeatedly introduce numerous groundbreaking technologies such as CloudTec (2010), purpose-engineered Speedboard (2013), Lightweight Trail Missiongrip (2016), ultra-lightweight yet versatile running apparel (2016), Helion Superfoam (2019) as well as Embedded CloudTec (2019) and the Invisible CloudTec (2020). These innovations are designed to change the experience of running and create continuous excitement for our fans as we bring new products to market. The exceptional performance, comfort and design of On footwear and sports apparel has led runners and a broader set of consumers to adopt On s products in their everyday lives. We have supported their strong demand by creating performance products for an active lifestyle and exploration of nature and trails. Our Performance All Day range of products fuses function and aesthetics and includes The Roger franchise, which has been developed with Roger Federer after he joined On as an active co-entrepreneur in 2019 and investor. While developing a competition tennis shoe with Roger, he suggested extending On s patented technology to a tennis sneaker family to re-invent how age-old tennis sneakers are made. This is enriching our performance product offering and we believe Roger s perspectives and insights as a professional athlete will help improve our product development, marketing and fan experiences. Our Performance Outdoor products embrace a new approach to taking on the mountains: light and fast, with shoes and outdoor apparel engineered to free you from the weight and bulk of traditional outdoor gear. Athletes know that it takes significant effort to make performance look effortless. The On apparel range includes ultralight and stretchable fabrics, intelligently engineered key details and a style designed equally for the track and the street. Our Essentials range includes the running jacket, running shorts, sweatpants and other items that are versatile enough to be worn during running, exploring or simply during all-day activities, which is why we believe they are favored by our fans and continue to drive repeat purchases. Table of Contents Our Story On was born in the Swiss alps with one goal: to revolutionize the sensation of running. It s all based on one radical idea. Soft landings followed by explosive take-offs. Or, as we call it, running on clouds. Table of Contents PRESENTATION OF FINANCIAL AND OTHER INFORMATION Certain Definitions Unless otherwise indicated or the context otherwise requires, all references in this prospectus to On, On Holding AG, the Company, we, our, ours, us or similar terms refer to On Holding AG, together with its subsidiaries. References to our extended founder team or our executive officers are to (i) our co-founders, which consists of (a) our co-founders and executive co-chairmen, David Allemann and Caspar Coppetti, and (b) our co-founder and executive director Olivier Bernhard, (ii) our chief financial officer and co-chief executive officer, Martin Hoffmann, and (iii) our co-chief executive officer, Marc Maurer. References to the selling shareholders are to David Allemann, Olivier Bernhard, Caspar Coppetti, Martin Hoffmann and Marc Maurer. All references to U.S. dollars, dollars or $ are to the U.S. dollar. All references to CHF or Swiss franc are to the legal currency of Switzerland. In this prospectus, amounts that are converted from CHF to U.S. dollars are converted at an exchange rate of $1.08 per CHF, the exchange rate as of June 30, 2021. Financial Statements We maintain our books and records in Swiss francs and prepare our consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ( IFRS ). The financial information contained in this prospectus includes our consolidated financial statements as of and for the years ended December 31, 2020 and 2019, which have been audited by PricewaterhouseCoopers AG, as stated in their report included elsewhere in this prospectus. In this prospectus, we present certain financial information for periods prior to 2019. Such information is derived from our financial statements for the applicable periods that are not included in this prospectus. In addition, the information for net sales prior to 2018 has been derived from the consolidated financial statements of On Holding AG for the years ended December 31, 2012 to 2017 and from the financial statements of On AG for the years ended December 31, 2010 to 2011, each prepared in accordance with Swiss Code of Obligations ( Swiss GAAP ). There are no significant differences in net sales recognized under Swiss GAAP and IFRS. Net sales for the years ended December 31, 2010 and 2011 have been derived from On AG s historical financial statements for such periods as On Holding AG was formed subsequent to such periods. Our fiscal year ends December 31. Our financial information should be read in conjunction with Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements, including the notes thereto, included elsewhere in this prospectus. Basis of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Non-IFRS Measures We use Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS, Adjusted Diluted EPS and Net Working Capital, which are non-IFRS measures, in this prospectus. A non-IFRS measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. We calculate Adjusted EBITDA as net income / (loss), adjusted to exclude: (i) income tax expense, (ii) financial income, (iii) financial expenses, (iv) foreign exchange result, (v) depreciation and amortization, (vi) share-based compensation expense and (vii) transaction costs related to this offering. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by our net sales. We calculate Adjusted Net Income as net income / (loss), adjusted to exclude: (i) share-based compensation expense and (ii) transaction costs related to this offering, and to include the tax effect of the Table of Contents All our products are engineered in Switzerland, and our in-house research and development teams work on the innovation, engineering, design, and testing of our products. With our heritage in the Alps, making a positive environmental impact has been a core value for our business since inception. On aims to minimize the environmental footprint of all our activities, with a special focus on using preferred materials, carbon dioxide ( CO2 ) reduction and life-cycle circularity. In 2020, we announced Cyclon, our first 100% recyclable shoe, which is only available through an innovative monthly subscription model. Through its groundbreaking design and subscription model, Cyclon has already won the 2021 ISPO Award for Product of the Year and Sustainability Achievement. On is built on authenticity as our loyal following of professional athletes has inspired amateur runners and other fans to join the On community, which is growing larger every day. This community is full of passion, whether in a running club, a weekend jog, a trip to the coffee shop or competing at the highest levels of athletic competition. Our Net Promoter Score ( NPS ) of 66 is among the highest of all consumer facing brands surveyed, and more than 75% of customers recommend On to their friends. Our distribution strategy seeks to meet runners wherever they are. At the time of our founding, we first started selling in specialty running stores where discerning runners discovered On and became committed fans of our brand. Over time, we expanded our product range and broadened the range of our distribution partners. Today, our products are present in some of the most reputable outdoor, fashion and lifestyle retailers in the world, in addition to specialty running stores. In 2020 and the six-month period ended June 30, 2021, our wholesale channel accounted for 62.3% and 63.4% of our net sales, respectively. With our community and brand awareness growing globally, we organically started to scale our DTC channel through on-running.com over the last 9 years. DTC sales have increased significantly. Our DTC channel, which includes our e-commerce sites, a recently opened flagship retail store in New York City and four smaller format retail stores in China, generated 37.7% and 36.6% of our net sales in 2020 and the six-month period ended June 30, 2021, respectively. Through our DTC channel, we create an immersive customer experience from educational product innovation content to inspirational storytelling. Through these initiatives, we believe that we build deeper customer connection and loyalty and learn from data, while also realizing attractive margins. Recent Financial Performance We believe the power of our business model and our ability to profitably scale our operations is reflected in our financial performance. In 2020, we had net sales of CHF 425.3 million, gross margin of 54.3%, gross profit of CHF 231.1 million, net loss of CHF 27.5 million, Adjusted EBITDA Margin of 11.7% and Adjusted EBITDA of CHF 49.8 million. In the six-month period ended June 30, 2021, we had net sales of CHF 315.5 million, gross margin of 59.3%, gross profit of CHF 187.2 million, net income of CHF 3.8 million, Adjusted EBITDA Margin of 15.0% and Adjusted EBITDA of CHF 47.3 million. We grew our net sales at a 66% CAGR from 2018 to 2020, had net income of CHF 5.5 million in 2018 compared to net loss of CHF 27.5 million in 2020 and Adjusted EBITDA grew at a 74% CAGR from 2018 to 2020, while our gross margin remained flat from 54.2% and 54.3%, respectively, and Adjusted EBITDA Margin expanded from 10.8% to 11.7%, respectively, over the same period. We grew our net sales at a 62.6% CAGR from the six-month period ended June 30, 2019 to the six-month period ended June 30, 2021 and had net income of CHF 8.2 million in the six-month period ended June 30, 2019 compared to net income of CHF 3.8 million in the six-month period ended June 30, 2021, while our Adjusted EBITDA grew at a 70.3% CAGR from the six-month period ended June 30, 2019 to the six-month period ended June 30, 2021. In addition, our gross margin grew from 52.9% to 59.3%, and our Adjusted EBITDA Margin expanded from 13.7% to 15.0%, in each case, over the same period. Table of Contents Table of Contents adjustments. We calculate Adjusted EPS as Adjusted Net Income divided by the weighted average number of ordinary shares outstanding during the period. We calculate Adjusted Diluted EPS as Adjusted Net Income divided by the weighted average number of ordinary shares outstanding during the period on a fully diluted basis. We calculate Net Working Capital as trade receivables, plus inventories, minus trade payables. We believe that Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS, Adjusted Diluted EPS and Net Working Capital, when taken together with our financial results presented in accordance with IFRS, provides meaningful supplemental information regarding our operating performance and facilitates internal comparisons of our historical operating performance on a more consistent basis by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS, Adjusted Diluted EPS and Net Working Capital is helpful to our investors as it is a measure used by management in assessing the health of our business and evaluating our operating performance, as well as for internal planning and forecasting purposes. You should not consider Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS, Adjusted Diluted EPS or Net Working Capital either in isolation or as substitutes for analyzing our results as reported under IFRS. Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS, Adjusted Diluted EPS and Net Working Capital are presented for supplemental informational purposes only, have limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with IFRS. Some of these limitations include that: (i) Adjusted EBITDA does not properly reflect capital commitments to be paid in the future; (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect these capital expenditures; (iii) such measures do not consider the impact of share-based compensation expense; (iv) Adjusted EBITDA does not reflect other non-operating income or expenses, including net financial result; and (v) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us. Additionally, our calculation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS, Adjusted Diluted EPS and Net Working Capital may be different from the calculations used by other companies for similarly titled measures, including our competitors, and therefore may not be comparable to those of other companies. For reconciliations of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS, Adjusted Diluted EPS and Net Working Capital to the most directly comparable IFRS measure, see Management s Discussion and Analysis of Financial Condition and Results of Operations Non-IFRS Measures. Rounding We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. With respect to financial information set out in this prospectus, a dash ( ) signifies that the relevant figure is not available or not applicable, while a zero ( 0.0 ) signifies that the relevant figure is available but is or has been rounded to zero. Market Share and Other Information Market data and certain industry forecast data used in this prospectus were obtained from internal reports and studies, where appropriate, as well as estimates, market research, publicly available information (including information available from the United States Securities and Exchange Commission website) and industry publications, including Euromonitor International. Industry publications generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Similarly, internal reports and studies, estimates and market research, which we believe to be reliable and accurately extracted by us for use in this prospectus, have not been independently verified. However, we believe such data is accurate and agree that we are responsible for the accurate extraction of such information from such sources and its correct reproduction in this prospectus. Table of Contents Selected Financial and Operational Data: 2018-2020 and Six-Month Period Ended June 30, 2021 (millions of CHF) Adjusted EBITDA and Adjusted EBITDA Margin are non-IFRS measures and should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with IFRS, including net income / (loss). For the six-month period ended June 30, 2021, we had net income of CHF 3.8 million. For 2020 and 2019, we had a net loss of CHF 27.5 million and CHF 1.5 million, respectively. For 2018, we had net income of CHF 5.5 million. For additional information regarding Adjusted EBITDA and Adjusted EBITDA Margin, which are non-IFRS measures, including a reconciliation of these non-IFRS measures to net income / (loss), see Management s Discussion and Analysis of Financial Condition and Results of Operations Non-IFRS Measures. For a discussion of our historical net losses and the associated risks, please refer to Risk Factors Risks Related to Our Business, Business Strategy and Industry We have generated net losses in the past and may incur net losses in the future on page 29 of this prospectus. Our Competitive Strengths We believe that the following strengths are central to the power of our brand and business model: In-house Innovation Fuels Portfolio of High Performance Products From its founding, On s objective has been to revolutionize the sensation of running. Transforming how we experience one of the most basic skills of the human body required a radical approach to innovation. We focus our innovation efforts on the areas of performance, design and impact, as we aspire to increase performance for athletes and consumers, apply smarter design thinking to our products and create the path to a more sustainable future. Table of Contents Table of Contents References to Net Promoter Score, or NPS, refer to our net promoter score, which is a percentage, expressed as a numerical value up to a maximum value of 100, that we use to gauge customer satisfaction. Net Promoter Score reflects responses to the following question on a scale of zero to ten: How likely are you to recommend On to your family and friends? Responses of 9 or 10 are considered promoters, responses of 7 or 8 are considered neutral or passives, and responses of 6 or less are considered detractors. We then subtract the number of respondents who are detractors from the number of respondents who are promoters and divide that number by the total number of respondents. Our methodology of calculating Net Promoter Score reflects responses from customers who purchase products from us as well as individuals who visit our website and choose to respond to the survey question. Net Promotor Score gives no weight to customers who decline to answer the survey question. We believe this method is substantially consistent with how businesses across our industry and other industries typically calculate their NPS. Trademarks and Trade Names We own various trademark registrations and applications, and unregistered trademarks, including On, On Running, Run On Clouds, CloudTec, Speedboard, Helion, Missiongrip, Cyclon, Cloud, Cloudflow, Cloudswift, Cloud X, Cloudstratus, Cloudrock, Cloud Terry and Cloudnova, among others, and our other registered and common law trade names, trademarks and service marks, including our corporate logo. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the and symbols, but we will assert, to the fullest extent under applicable law, rights to such trademarks, service marks and trade names. Table of Contents In 2010, we introduced our innovative, patented technology, CloudTec, to the world. Since then, we have continuously innovated to create a wide portfolio of award-winning products and proprietary technologies. We pioneered the use of flex plates in all of our shoes as early as 2010. In 2013, we introduced the first injection molded, purpose-engineered Speedboard to transition impact forces into explosive push-offs. We introduced the Cloud model with the Zero-Gravity outsole in 2014 to offer an ultralight product. We then developed Missiongrip in 2016 to bring On to the trails and outdoors and also introduced the Hybrid Short and Lightweight Jacket, our first versatile, ultra-lightweight running apparel with advanced fabrics. In 2019, we introduced the Helion superfoam to add even better cushioning to our shoes without compromising performance. With the introduction of the Cloudstratus in 2019 and the patented sequential CloudTec solution, we once again provided additional cushioning for runners seeking added support. In 2020 we launched the Cloudboom with an optimized carbon infused Speedboard to power our professional athletes and competitive runners. In the same year, with the launch of The Roger franchise, we established that CloudTec can be engineered for lateral movements and to be completely invisible without losing On s innovative walking and running sensation. Our in-house research and development team includes a talented team of sports scientists, engineers, material experts and designers who work out of the On Labs in Zurich and Ho-Chi-Minh City. We aim to deliver a constant stream of innovations inspired by the product vision of the On team, the needs of our world-class athletes, customer feedback and advances in materials and manufacturing technologies. We also partner with leading universities, such as the Swiss Federal Institute of Technology and the Fraunhofer Institute, and with innovative suppliers to co-develop new technologies and introduce them to market. These innovations and the performance they deliver have established On as a trusted brand for world-class athletes, amateur runners and customers looking for performance-infused footwear, sportswear and accessories. At On, we aim to give each product a special advantage by including performance-enhancing technology, such as bringing running technology into street sneakers or adding stretch and running-grade breathability to a hiking jacket. On products have an iconic design and are versatile to use, as we synergistically combine engineering solutions with a minimalist Swiss design aesthetic. We believe our relentless focus on innovation, design and Swiss quality leads to advanced products that allow us to maintain premium price points and encourage repeat purchases among our customers. Authentic, Premium Global Sports Brand The On brand is defined by innovation and a belief that sports and movement ignite and elevate the human spirit. Our roots in Zurich, near the Swiss Alps, gave On and our team a special appreciation for the outdoors, nature and movement from the very beginning. Additionally, the relatively small domestic Swiss market drove On s early quest for international expansion. On s Swiss heritage is strongly reflected in many aspects of the brand, from the Swiss-engineered technology and design to the focus on impact and the global profile that the brand has already achieved. We have been privileged to receive very early support from a global team of world-renowned athletes and brand ambassadors who continue to showcase the advances in our innovation through their exceptional performances on some of the sports world s largest stages. Whether it is Nicola Spirig who won the Olympic Triathlon silver medal in 2016 or Javier Gomez Noya who became the Triathlon World Champion Long Distance in 2019, athletes who push their limits trust our brand. More recently, the On Athletics Club ( OAC ), a partnership between On and a team of eight world class runners, was formed for the purpose of supporting athletes in their quest to become champions. The needs of these athletes spur our innovation and development of products that reinforce the foundation of our brand. Table of Contents Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this prospectus can be identified by the use of forward-looking words such as anticipate, believe, could, expect, should, plan, intend, estimate and potential, among others. Forward-looking statements appear in a number of places in this prospectus and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified under the section entitled Risk Factors in this prospectus. These risks and uncertainties include factors relating to: the strength of our brand; our ability to continue to innovate and meet consumer expectations; our ability to implement our growth strategy; changes in consumer tastes and preferences; our generation of net losses in the past and potentially in the future; our ability to compete and conduct our business in the future; our ability to connect with our consumer base; health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic; general economic, political, demographic and business conditions worldwide; the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; our ability to strengthen our direct-to-consumer ( DTC ) channel; our third-party suppliers, manufacturers and other partners, including their financial stability and our ability to find suitable partners to implement our growth strategy; the availability of qualified personnel and the ability to retain such personnel, including our extended founder team; our ability to accurately forecast demand for our products and manage product manufacturing decisions; our ability to distribute products through our wholesale channel; changes in commodity, material, labor, distribution and other operating costs; our international operations; our ability to protect our intellectual property and defend against allegations of violations of third-party intellectual property by us; security breaches and other disruptions to our IT systems; our reliance on complex IT systems; changes in government regulation and tax matters; other factors that may affect our financial condition, liquidity and results of operations; our expectations regarding the time during which we will be an emerging growth company under the JOBS Act and a foreign private issuer; and other risk factors discussed under Risk Factors. Table of Contents On s early success came from word-of-mouth recommendations, and we have continued to develop storytelling through the rapidly growing digital channels, social networking media and public relations, which has proven to be a more authentic and effective brand marketing strategy than traditional advertising. On our journey, we have formed a deep connection with our global community through inspirational stories, immersive event series, feature-length award-winning films, educational retail experiences and thoughtful user interface. We believe our deep connection with our customers is evidenced by their love for the brand, level of engagement and loyalty, which are among the highest in the industry. Along the way, we have hired more than 100 talented creative team members who are passionate about storytelling and work closely with our athletes, engineers and product designers to bring the performance and experience of our products to life. This is why performance, engineering, design and creativity form an inseparable bond at Team On. Over the last few years, this has driven significant attention to the On brand with stories featured on the sports front page of The New York Times, digital broadcasts that have more than half a million fans tuning in live and queues of sneaker fans building in front of tastemaker doors in New York, Tokyo and Shanghai. Global Community of Loyal Fans On is a beloved running brand with a global community of millions. The foundation of our community is our relationship with our runners that range from marathoners to weekend joggers. Our global initiative to host events for local run crews has further empowered our loyal fans to become advocates of our brand, and we have hosted 132 events in 2019. Our customers affinity for our products is demonstrated by the fact that 43% of our customers own more than one pair of On shoes and 75% have recommended On to somebody else. Our fans are highly engaged through social media as well, with 3.5% of our users on Instagram acting on our posts. Despite being founded just over ten years ago, On has significant global reach with 49% of our 2020 net sales to customers in North America, 44% to customers in Europe, 5% to customers in Asia-Pacific and the remaining 2% to customers in the Rest of the World. In the six-month period ended June 30, 2021, 52% of our net sales were to customers in North America, 41% to customers in Europe, 6% to customers in Asia-Pacific and the remaining 1% to customers in the Rest of the World. We believe the On brand and our products resonate strongly with consumers globally, and we see very strong growth rates across our key markets. Compared to 2019 and despite the negative impact of the COVID-19 pandemic and a net loss of CHF 27.5 million in 2020 compared to a net loss of CHF 1.5 million in 2019, net sales growth in 2020 compared to 2019 was 46% in Europe, 86% in North America and 29% in Asia-Pacific. For the six-month period ended June 30, 2021, we had net income of CHF 3.8 million, compared to a net loss of CHF 33.1 million in the six-month period ended June 30, 2020, and net sales growth in the six-month period ended June 30, 2021 compared to the six-month period ended June 30, 2020 was 56% in Europe, 105% in North America and 154% in Asia-Pacific. As our community has grown, we have successfully broadened our reach beyond running and trail athletes to outdoor enthusiasts, travel explorers and consumers with an active lifestyle. We believe our uncompromising approach to delivering an authentic and unmatched consumer experience resonates with a broad and diverse global consumer base that spans genders and generations. This global community is the driver of our grassroots marketing and the inspiration for our innovation. Committed to Positive Impact On is committed to growth from sustainable resource use. On has built an in-house team of experts which tracks the environmental footprint of all our activities through lifecycle analyses, identifies our largest levers for a positive impact and helps us set meaningful targets. We use recycled materials wherever available and work with our suppliers to create new opportunities to use circular or non-petrol- and non-food-chain-based materials. We have already made strong progress towards our goal of using 100% recycled polyester, 100% recycled polyamide and 100% organic certified natural materials by 2024. We strive to create a majority of our products with a circular life cycle and are in the process of building up the logistics needed for an efficient back loop from consumers to our recycling partners. An important pilot Table of Contents Our mission Ignite the Human Spirit through Movement. Table of Contents Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. Table of Contents project for circularity is Cyclon (currently available for pre-registration), our first high performance running shoe that is fully recyclable and made from over 50% bio-based materials. Cyclon will only be available as a subscription model to ensure we can reclaim and reuse the shoe s materials. This represents a significant milestone in our long-term quest to create a closed loop system for our products. Cyclon s CO2 footprint is 50% lower than an average On shoe and creates 90% less waste. We are currently introducing 100% recycled, FSC-certified cardboard packaging for footwear and 100% recycled HDPE plastic for apparel, further reducing waste. We have committed to ambitious CO2 reduction targets that are approved by the Science Based Targets initiative (SBTi). All our top suppliers have committed to our Restricted Substance List (RSL) policy, which is aligned with the industry standard AFIRM Group and all our Tier 1 suppliers are publicly listed on our website. Highly Complementary, Multi-Channel Distribution Strategy We consider our DTC and wholesale channels highly complementary and brand-enhancing. Our DTC channel, which represented 37.7% and 36.6% of our net sales for 2020 and the six-month period ended June 30, 2021, respectively, is primarily comprised of our own e-commerce platform, but also includes our platform on Tmall and JD.com in China, and the recently opened flagship store in New York City and four retail stores in China. We believe our e-commerce penetration is market-leading when compared to other leading global athletic footwear players. During 2020, our e-commerce platform recorded more than 60.4 million visits, representing a 136% increase compared to 2019. In the six-month period ended June 30, 2021, our e-commerce platform recorded more than 38.9 million visits, representing a 36.8% increase compared to the six-month period ended June 30, 2020. Our DTC channel is our fastest growing channel and has higher gross margins than our wholesale channel. Our culture of innovation extends to the in-store experience. Our flagship store in New York City offers an explorative, immersive and tech-driven experience to customers. The store features a Magic Wall that scans shoppers running styles in real-time and cross-references the customer s unique running attributes against a database of more than 50,000 runs to help them find the perfect On shoe for their running style and needs. We believe the innovation and personalization exemplified by this technology are core to our business and highly valued by our customers. The wholesale channel accounted for 62.3% and 63.4% of our net sales for 2020 and the six-month period ended June 30, 2021, respectively, and we have built strong relationships with some of the most selective retailers in specialty running, outdoors, fashion and lifestyle. Notwithstanding our significant whitespace, our approach to wholesale expansion remains very disciplined, and we carefully select the best retail partners and distributors to represent our brand in a manner consistent with our ethos and premium positioning. As of June 30, 2021, our products are available at approximately 8,100 retail stores across more than 50 countries. More than 1,300 dedicated On shop-in-shops and brand corners allow consumers to have a physical interaction with our brand at wholesale doors. The majority of our wholesale partners are premium specialty stores that operate less than 5 retail stores and play an important role in establishing and reinforcing On s credibility in their respective communities. Adaptable, Data-Driven, Industry-Leading Operations in Place to Support Future Growth From the very beginning, building a scalable and adaptable operating infrastructure was important to ensure that the right manufacturing, logistics and data capabilities were in place to efficiently support our future growth. Freight operations, warehousing and logistics are outsourced to trusted partners that we have worked with since our founding. Our manufacturing footprint is concentrated in South East Asia with most products originating in Vietnam. In 2020, 97% of our footwear was produced in Vietnam, while the remainder was produced in Indonesia, and in the six-month period ended June 30, 2021, all of our footwear products were produced in Vietnam. Trust, innovation, quality, lead times, flexibility, automation, social responsibility and impact have been our key focus areas in our longstanding partnerships with our footwear and apparel factories. Our in-house team in Vietnam works with our partners and ensures the quality of all the premium products that we design, Table of Contents The Explorer Spirit Table of Contents Table of Contents innovate and develop. In 2020 and the six-month period ended June 30, 2021, approximately 63% and 38%, respectively, of our apparel and accessories products were manufactured in China, with the remainder being produced in Vietnam and Europe. Given our belief that superior analytics will help us to make not only smarter but also more sustainable decisions, we have made early investments in an integrated, globally consistent, cloud based IT infrastructure that supports us to achieve profitable growth and manage the complexity of our business. Understanding global supply and demand patterns across our channels helps us to make informed, AI supported decisions, which helps us reduce overstock and produce exactly what our consumers want. Positivity is one of our spirits, and therefore, we consider customer service a core competence. We believe our team delivers premium engagement with customers and builds relationships rather than just completing transactions. We have recently upgraded our enterprise resource planning ( ERP ) system to support our growth strategy, upgraded our dedicated CRM system to deliver integrated customer services and sales tools and expanded our warehousing and distribution coverage with automation. Our adaptable supply chain, well established manufacturing and distribution partners and our global infrastructure allow us to seamlessly and rapidly scale our operations across diverse geographies and sales channels while ensuring delivery of superior quality products and services. Partnership-Focused Leadership Model and Diverse Employee Base Our co-founders, David Allemann, Olivier Bernhard and Caspar Coppetti, were industry outsiders when they set out to change the world of running. With passion and discipline, and together with our partners and Co-CEOs, Martin Hoffmann and Marc Maurer, we have grown On into a global brand with scalable operations and built a committed, high performing team. Since our founding, we have leaned heavily on the core tenets of the team spirit and partnership. The unique leadership structure that we have honed over the last decade differs from a traditional hierarchical model and includes David Allemann and Caspar Coppetti as Executive Co-Chairmen, our innovation-leader Olivier Bernhard as Executive Board Member, Martin Hoffmann as CFO and Co-CEO and Marc Maurer as Co-CEO. They are surrounded by a team of 14 highly talented senior leaders globally with 6 female leaders in key roles. Every senior leader has an individual mission, and with this structure, the team benefits from a rigorous decision making process that leverages the full strengths and capabilities of a diverse team in running the global business. We believe that building an inspiring and successful brand is only possible with a high performing team. Our five spirits empower the team to dream bigger and better and help us realize our ambitious aspirations. To achieve this, On views talent as a priority and we rely on a robust hiring process, which only accepts 1% of applicants, and we invest in employee development through bespoke programs. The diversity of our team is also a key priority as we aspire to positively impact the world. Our global team, including our senior leadership team, has almost an approximately equal gender split. On s highest score in our recent engagement survey in April 2021 was for diversity and inclusion, which demonstrates our ability to create a culture of belonging, and we strive to maintain this in the future. Our Growth Strategies We intend to deliver continued growth in net sales and profitability by executing on the following growth strategies: Grow Brand Awareness and our Community We believe that powerful consumer trends will continue to expand the approximately $300 billion global sportswear industry and that our differentiated product offering and appeal to our loyal community will drive increasing market share. We believe our brand is globally recognized today, and we have significant Table of Contents The Athlete Spirit Table of Contents opportunities to further grow our brand awareness and expand the size and breadth of our community. While we have meaningfully grown internationally over the past decade, our unaided brand awareness outside of Switzerland remains below established sportswear peers, providing us with a clear runway ahead. Authenticity gained through word of mouth, recommendations from athletes, influencers, tastemakers and a global community of runners and explorers has proven extremely valuable in organically and credibly growing the On brand. To further drive our brand s awareness now and in the future, our internal agency team will focus on the following strategies: Digital and social media: With a fast growing social presence fueled by storytelling, athletes and both physical and digital live events, we have the ability to drive brand affinity through a large audience. Our high share of voice, which measures the number of mentions of our brand on social media sites as compared to our competitors in the running space, shows that our engaged global community members are active within our channels and also promote On to their own audiences, sharing tips and offering advice to enhance the community experience. Athlete advocacy: There is no better validation for our products than professional athletes trusting our shoes in the most demanding settings. Olympians and World Champions in track and field embrace our products and proudly display them on the world stage. At the same time, our athletes create opportunities for core sporting storytelling that create public relations opportunities for cultural impact. Grassroots: The Try On experience has proven a useful tool for us to show the benefit of our products and truth in our performance claims. By creating globally owned event series such as our 5k run crew Squad Races or our yearly Run Your Local Mountain , we have invited thousands of broadly active runners to test and discover our brand. By further developing and adding new formats, we plan to reach and grow our community even further. Our internal agency team collaborates across the business to ensure we are integrated directly into decision making for premium product storytelling, new innovative services, authentic community growth and shareable moments. At its heart, our marketing philosophy is simply to work with those who love our product, which we believe supports our high marketing efficiency and authenticity. Expand our Geographic Footprint Through Controlled, Multi-channel Growth We are in a growth phase in almost all of our international markets and we believe we have opportunities for continued market share gains. While we have generated net losses in recent years, we have achieved significant net sales growth historically as we have entered new markets. For example, On entered the United States in 2013 and has grown net sales to CHF 202 million in 2020 and CHF 157 million in the six-month period ended June 30, 2021. In our home market Switzerland, we have grown net sales to CHF 52 million in 2020 and CHF 27 million in the six-month period ended June 30, 2021. We entered China in 2018 and grew our net sales in the region by 199% from CHF 1.8 million in 2019 to CHF 5.5 million in 2020. We have continued to grow our net sales across these international markets for the six-month period ended June 30, 2021, with China accounting for CHF 8 million of net sales during that period. We believe that pioneering a true multi-channel strategy will ultimately lead to superior outcomes, lower cost of customer acquisition and higher customer retention and repeat purchases. Our wholesale and our DTC channels are mutually beneficial to each other because we always put the customer first. We ask ourselves which customers we want to attract and what is the best and most efficient acquisition channel to deliver a superior experience to these customers. We then aim to deliver that superior experience wherever the customer decides to shop, whether online or in a physical store. We intend to continue to grow our global footprint by tapping into new customer segments without compromising our premium customer experience across our wholesale and DTC channels: Wholesale channel expansion: We intend to take a measured approach to attract new customers and enter new markets through selected retail partners that are complementary to our brand. We started Table of Contents The Team Spirit Table of Contents with the run specialty channel and then selectively expanded to additional premium retail partners to reach a broader audience, building on the initial momentum and brand halo gained by our presence in specialty stores. Additional doors: We believe there is significant room to enter additional premium doors in less mature but also in many of our established markets by tapping into new customer segments. We have consciously been selective with door expansion, and emphasized being present at more premium doors. Higher sales per door: We believe that by delivering a superior On brand experience at our wholesale partners (in an online and offline environment), we still have room to increase our sales per door. Furthermore, we aim to work with our partners in a very integrated way, including planning assortments and inventory and ensuring that we have the right product assortment in the corresponding channel for the respective consumer. DTC channel expansion: The second pillar to the multi-channel growth is our DTC channel, both digital and physical, which we believe enables greater consumer engagement and offers an optimal environment to showcase our brand. We believe that this customer experience will lead to a continued increased share of our DTC channel in the long term, while the short term share continues to depend on the duration and impact of the COVID-19 pandemic and the consumer behavior in the immediate post COVID-19 periods. Our DTC business represented 37.7% and 36.6% of our net sales in 2020 and the six-month period ended June 30, 2021, respectively. Digital: Our scaled DTC e-commerce business represented approximately 0.9 million active customers in 2020. We believe that we have ample opportunity to not only acquire new customers, but also drive repeat purchases. Knowing our customers and being able to provide them a superior experience over time is key. Historically, we have achieved growth in our digital channel thanks to our capability to achieve superior returns on our advertising spend and a healthy balance between organic and inorganic expansion. We will continue to strive for strong growth to further enhance our digital experience. Physical: We plan to selectively build physical stores to showcase our brand and products, which we believe will further strengthen our local community, reach global travelers and create additional brand visibility. Our stores will be designed to create an enriching customer experience through technology and personalized customer service. We opened our first flagship retail location in New York City in 2020, and our intention is to have a very selective presence with flagship locations in key cities around the globe. We believe retail stores will be a key growth pillar in China. We currently operate four mall-based mono-brand stores in Shanghai and Chengdu and are preparing to open additional similar-format stores in China in 2021. We primarily target premium shopping locations in major cities where we are able to directly connect with customers who we believe will connect with On. We believe that our multi-channel approach will create a synergetic uplift for physical and digital DTC sales. Leverage Innovation Leadership to Broaden Product Portfolio We founded On with a view of making movement more effortless and comfortable. Since our founding in 2010, we have expanded our focus beyond runners and their shoes. Our innovation teams are including Swiss engineered technology in our products that can be worn while running, exploring or simply during all-day activities. We believe we can leverage our expertise in running to improve the functionality of products in adjacent lifestyles, including fitness, everyday use, outdoors and most recently tennis, and to broaden our product portfolio from footwear to apparel and accessories. While we expect to always be deeply rooted in running, consumers around the world have shown an interest in our other products, significantly increasing On s total addressable market. Table of Contents The Survivor Spirit Table of Contents Continue to Drive Operational Excellence As we scale our business, we plan to continue leveraging our brand and powerful business model to drive operational efficiencies and improved financial and operating performance in the following ways: Insourcing of product development and Vietnam-European Union Free Trade Agreement. In 2020, On successfully completed the insourcing of product development from an external sourcing agent. Consequently, all products purchased as of 2021 are no longer subject to a sourcing fee. As of August 2020, On benefits from the newly established free trade agreement between the EU and Vietnam. The full impact is expected to materialize in 2021, and we expect a continued positive impact on our margins going forward. Strong channel profitability and mix. We intend to expand our DTC channel in high-value markets that can support the profitable rollout of e-commerce and select retail stores. We believe this will allow us to maintain our high levels of gross margin in our e-commerce led DTC channel. Conversion of distributor markets. As of June 30, 2021, On worked with distribution partners in 25 countries. As we grow, we expect to transition some of those distributor markets to a direct retail distribution system, which will allow us to more efficiently and profoundly influence the customer experience. Operating Leverage. We have invested ahead of our growth in all areas of the business and have built highly scalable business processes, including design and manufacturing, multi-channel distribution and corporate infrastructure. As we continue our growth trajectory, we expect to realize economies of scale. At the same time, we plan to continue to invest into all areas of the business as part of our geographical and product expansion. Looking toward the future, we believe that these initiatives will provide a robust foundation for growth and position us to continue capturing market share. Risk Factors Summary Investing in our Class A ordinary shares involves risk. The risks described in Risk Factors in this prospectus may cause us to not realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our growth strategy. Some of the more significant risks include the following: Risks Related to Our Business, Business Strategy and Industry Our business depends on the strength of our premium brand, and if we are not able to maintain and enhance our brand, our results of operations may be adversely impacted. We may receive negative publicity if we do not meet expectations of transparency with respect to our business practices, which could harm our brand image. Additionally, if our independent contract manufacturers or other suppliers fail to implement socially and environmentally responsible business practices or fail to comply with applicable laws and regulations or our applicable guidelines, we may be subject to fines, penalties or litigation and our brand image could also be harmed due to negative publicity. We rely on technical innovation, unique designs and high-quality products to compete in the market for our products. If we fail to continue to innovate and provide consumers with design features and new technologies that meet their expectations, we may not be able to generate sufficient consumer interest in our athletic and technical footwear, apparel and accessories to remain competitive. We may not be able to successfully implement our growth strategies on a timely basis or at all. Additionally, implementation of these plans may divert our operational, managerial and administrative resources, which could harm our competitive position and results of operations. Table of Contents The Positive Spirit Table of Contents Because our business is highly concentrated on a single, discretionary product category, namely footwear, apparel and accessories, we are vulnerable to changes in consumer preferences that could harm our sales, profitability and financial condition. Sales of footwear, apparel and accessories may not continue to increase, and this could impair our ability to innovate and grow our business. We have generated net losses in the past and may incur net losses in the future. We operate in a highly competitive market and the size and resources of some of our competitors may allow them to impose pricing pressures or compete more effectively than we can, resulting in a loss of our market share and a decrease in our net sales and profitability. Competitors have and will likely continue to attempt to imitate our premium products and technology and divert sales. Our plans to innovate and expand our product offerings may not be successful, and implementation of these plans may divert our operational, managerial and administrative resources, which could harm our competitive position and reduce our net sales and profitability. Risks Related to our Operations, Distribution Network and Suppliers We have grown rapidly in recent years and we have limited operating experience at our current scale of operations. If we are unable to manage our operations at our current size or to manage any future growth effectively, our brand image and financial performance may suffer. Our growth strategy involves the continued expansion of our DTC channel, including our own retail stores and e-commerce platform, which may present risks and challenges with which we have limited experience. Our financial success may be impacted by the strength of our relationships with our retail partners and is dependent on the success of these retail partners. We could experience significant disruptions in supply from our current or future sources. Our success is substantially dependent on the continued service of our senior management. If we are unable to attract, assimilate and retain new team members, we may not be able to grow or successfully operate our business. Our business or our results of operations could be harmed if we or our retail partners are unable to accurately forecast demand for our products or if we are unsuccessful at managing product manufacturing decisions. Risks Related to Our Intellectual Property and Information Technology If we are unable to obtain, maintain, protect and enforce our intellectual property rights for the products we develop, or if the scope of our intellectual property protection is not sufficiently broad, others may be able to develop and commercialize products substantially similar to ours, and our business may be adversely affected. Third parties may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on our business, financial condition and results of operations. Table of Contents We license intellectual property rights from third-party owners. If we fail to comply with our obligations in any current or future agreements under which we license intellectual property rights from third parties or otherwise experience disruptions to our business relationships with our licensors, we could lose license rights that are important to our business. A security breach or other disruption to our information technology ( IT ) systems could result in the loss, theft, misuse, unauthorized disclosure, or unauthorized access of customer, supplier, or sensitive company information or could disrupt our operations, which could damage our relationships with customers, suppliers or employees, expose us to litigation or regulatory proceedings, or harm our reputation, any of which could materially adversely affect our business, financial condition or results of operations. Changes in laws or regulations relating to data privacy and security, or any actual or perceived failure by us to comply with such laws and regulations, or contractual or other obligations relating to data privacy and security, could lead to government enforcement actions (which could include civil or criminal penalties), private litigation or adverse publicity and could have a material adverse effect on our reputation, results of operations, financial condition and cash flows. We rely on a large number of complex IT systems. The integration of these IT systems may not be successful. Any failure to operate, maintain and upgrade our IT systems may materially and adversely affect our operations. Risks Related to Our Financial, Accounting and Tax Matters We plan to primarily use cash from operations to finance our growth strategy, but may need to raise additional capital that may be required to grow our business, which we may not be able to raise on terms acceptable to us or at all. We will incur significant expenses and devote other significant resources and management time as a result of being a public company, which may negatively impact our financial performance and could cause our results of operations and financial condition to suffer. Our financial results may be adversely affected if substantial investments in businesses and operations fail to produce expected returns. If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected. We identified a material weakness in our internal control over financial reporting, and any failure to maintain effective internal control over financial reporting could harm us. Failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting, which could harm our business and cause a decline in our share price. Fluctuations in foreign currency exchange rates could harm our net sales, results of operations and the price of our Class A ordinary shares. We could be subject to changes in tax laws, tax regulations and tax treaties, including their interpretation and application, in Switzerland, the United States or any other country in which we operate, which could result in additional tax liabilities or increased volatility in our effective tax rate. If we are a passive foreign investment company, or a PFIC, in the year of the offering or in any future year, a U.S. shareholder may be subject to adverse U.S. federal income tax consequences. Table of Contents Risks Related to Legal and Regulatory Compliance Changes to trade policies, tariffs and import/export regulations in the United States, EU and other jurisdictions, or our failure to comply with such regulations, may have a material adverse effect on our reputation, business, financial condition and results of operations. Our marketing programs, e-commerce initiatives and use of customer information are governed by an evolving set of laws and enforcement trends and unfavorable changes in those laws or trends, or our failure to comply with existing or future laws, could substantially harm our business and results of operations. We may become involved in legal or regulatory proceedings and audits.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/OSCR_oscar_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/OSCR_oscar_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/OSCR_oscar_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/OWL_blue-owl_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/OWL_blue-owl_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fe582563f2080431e19fe1bfbaf9a8a697d37dde
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/OWL_blue-owl_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information you should consider when making your investment decision. We urge you to read this prospectus in its entirety, including the consolidated financial statements of Owl Rock and Dyal and accompanying notes, carefully to gain a fuller understanding of our business and the terms of the notes, as well as some of the other considerations that may be important to you, before making your investment decision. You should pay special attention to the Risk Factors sections of this prospectus to determine whether an investment in the notes is appropriate for you. Our Company We are a leading alternative asset management firm with approximately $62.4 billion in combined AUM as of June 30, 2021. Formed through the combination of Owl Rock and Dyal, our firm provides investors access to asset management capital solutions through our Direct Lending and GP Capital Solutions products. Our breadth of offerings and permanent capital base enable us to offer a differentiated, holistic platform of capital solutions to both middle market companies and large alternative asset managers. We provide these solutions through our permanent capital vehicles, as well as long-dated private funds, that we believe provide our business with a high degree of earnings stability and predictability. Our global, high-caliber, investor base includes a diversified mix of institutional investors, including prominent public and private pension funds, endowments, foundations, family offices, private banks, high net worth individuals, asset managers and insurance companies, as well as retail clients, accessed through many well-known wealth management firms. We have continued to grow our investor base and presence in the growing private markets and alternative asset management sector by emphasizing our disciplined investment approach, client service, and portfolio performance. Our operations consist of eight differentiated investment strategies across our platform and we currently manage eleven permanent capital vehicles, five of which are business development companies. We also manage long-dated private funds and managed accounts. Our permanent capital vehicles refer to capital of our products that do not have ordinary redemption provisions or a requirement to exit investments after a prescribed period of time and to return invested capital to investors, except as required by applicable law or pursuant to redemption requests that can only be made after significant lock-up periods, whereas our long-dated private funds and managed accounts refers to the contractual life of any finite private fund or managed account of five years or more remaining as of June 30, 2021. The indefinite duration of our permanent capital vehicles and long duration of our long-dated private funds and managed accounts provides a high degree of earnings stability and predictability. Our success is rooted in, and reflective of, the deep experience of our founders and a world-class investment management team as well as strong operational infrastructure and approximately 250 employees. For the six months ended June 30, 2021, approximately 97% of our management fees were earned on AUM that we refer to as permanent capital Our $62.4 billion in combined AUM reflects a compounded annual growth rate ( CAGR ) of 33% since December 31, 2018 for our combined AUM. Over the last twelve months, we have collectively raised over $7.2 billion across new and existing strategies. Our executives and employees have invested and committed over $1.9 billion in our products. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 18, 2021 PRELIMINARY PROSPECTUS BLUE OWL CAPITAL INC. 29,701,013 SHARES OF CLASS A COMMON STOCK This prospectus relates to the offer and sale from time to time by the selling stockholders identified in this prospectus of 29,701,013 shares of Class A common stock, par value $0.0001 per share ( Class A Shares ), that are issuable by us under the Agreements of Purchase and Sale, dated as of September 20, 2021, by and among Blue Owl Capital Inc., a Delaware corporation ( Blue Owl , we or the Company ) to Koch Companies Defined Benefit Master Trust ( Koch Pension), Koch Financial Assets III, LLC ( KFA ) and Illiquid Markets 1888 Fund, LLC ( Illiquid Markets and, together with Koch Pension and KFA, the Selling Holders and each, a Selling Holder ) (each, a Purchase and Sale Agreement and, together, the Purchase and Sale Agreements ). Please refer to Recent Developments Agreement of Purchase and Sale for a description of the Purchase and Sale Agreements and the section entitled Selling Holders for additional information regarding the Selling Holders. We will not receive any proceeds from the sale of Class A Shares by the Selling Holders pursuant to this prospectus; however, we will bear all costs, expenses and fees in connection with the registration of the securities and will not receive any proceeds from the sale of the securities. The Selling Holders will bear all commissions and discounts, if any, attributable to their respective sales of the securities. Our registration of the securities covered by this prospectus does not mean that either we or the Selling Holders will issue, offer or sell, as applicable, any of the Class A Shares. The Selling Holders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Holders may sell the shares in the section entitled Plan of Distribution . You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our Class A Shares. Our Class A Shares are listed on the New York Stock Exchange ( NYSE ) under the symbols OWL . On October 15, 2021, the closing price of our Class A Shares was $15.89 per share and the closing price for our warrants was $5.00. We are an emerging growth company, as that term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements. Investing in our securities involves risks that are described in the Risk Factors section beginning on page 22 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2021. Table of Contents ABOUT BLUE OWL Blue Owl Capital Inc. is a leading alternative asset management firm with approximately $62.4 billion in combined AUM as of June 30, 2021. Formed through the combination of Owl Rock and Dyal, our firm provides investors access to asset management capital solutions through our Direct Lending and GP Capital Solutions products. Our breadth of offerings and permanent capital base enable us to offer a differentiated, holistic platform of capital solutions to both middle market companies and large alternative asset managers. We provide these solutions through our permanent capital vehicles, as well as long-dated private funds, that we believe provide our business with a high degree of earnings stability and predictability. Our global, high-caliber, investor base includes a diversified mix of institutional investors, including prominent public and private pension funds, endowments, foundations, family offices, private banks, high net worth individuals, asset managers and insurance companies, as well as retail clients, accessed through many well-known wealth management firms. We have continued to grow our investor base and presence in the growing private markets and alternative asset management sector by emphasizing our disciplined investment approach, client service, and portfolio performance. Our operations consist of eight differentiated investment strategies, and we currently manage eleven permanent capital vehicles, five of which are business development companies. We also manage long-dated private funds and managed accounts. Blue Owl Capital Inc. (formerly Altimar Acquisition Corporation, a blank check company incorporated as a Cayman Islands exempted company) domesticated as a Delaware corporation on May 19, 2021 in connection with the Business Combination. Our principal executive offices are located at 399 Park Avenue, 38th Floor, New York, New York 10022 and our telephone number is (212) 419-3000. Our website address is www.blueowl.com. This website address is not intended to be an active link and information on our website should not be construed to be part of this prospectus. This prospectus incorporates business and financial information about Blue Owl that is not included in or delivered with this prospectus. This information is available to you without charge upon written or oral request. See Where You Can Find More Information . Table of Contents Business Products We have two major product lines: Direct Lending and GP Capital Solutions. We believe our products, while distinct, are complementary to each other and together enable us to provide a differentiated platform of various capital solutions to the alternative asset management industry. Each of our products employ a disciplined investment philosophy with a focus on long-term investment horizons and are managed by tenured leadership and investment professionals with significant experience in their respective strategies. Blue Owl AUM: $62.4 billion Direct Lending Products AUM: $31.2 billion GP Capital Solutions Products AUM: $31.2 billion Diversified Lending Commenced 2016 AUM: $19.8 billion GP Minority Equity Commenced 2010 AUM: $30.0 billion Technology Lending Commenced 2018 AUM: $6.2 billion GP Debt Financing Commenced 2019 AUM: $1.0 billion First Lien Lending Commenced 2018 AUM: $3.2 billion Professional Sports Minority Investments Commenced 2021 AUM: $0.2 billion Opportunistic Lending Commenced 2020 AUM: $1.9 billion Co-Investments and Structured Equity Not Yet Launched Note: Co-Investments and Structured Equity is an expected new strategy of the Dyal business. There can be no assurance that such strategy will launch as expected. Direct Lending Our Direct Lending products offer private credit products to middle-market companies seeking capital solutions. We believe our breadth of offerings establishes us as the lending partner of choice for private-equity sponsored companies, as well as other predominately non-cyclical, recession-resistant businesses. Since the launch of our flagship institutional product, ORCC, we have continued to prudently expand our offerings, focusing on adjacent strategies that are both additive and complementary to our existing product base. We Table of Contents MARKET AND INDUSTRY DATA This prospectus includes market and industry data and forecasts from independent consultant reports, publicly available information, various industry publications, other published industry sources and our internal data, estimates and forecasts. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable. Our internal data, estimates and forecasts are based upon information obtained from our investors, partners, trade and business organizations and other contacts in the markets in which we operate and our management s understanding of industry conditions. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the heading Risk Factors in this prospectus. Table of Contents operate five BDCs as well as long-dated private funds and managed accounts across our four investment strategies: Diversified Lending: Our Diversified Lending strategy seeks to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns across credit cycles with an emphasis on preserving capital primarily through originating and making loans to, and making debt and equity investments in, U.S. middle market companies. We provide a wide range of financing solutions with strong focus on the top of the capital structure and operate this strategy through significant diversification by borrower, sector, sponsor, and position size. Our Diversified Lending strategy is primarily offered to investors through our BDCs. Technology Lending: Our Technology Lending strategy seeks to maximize total return by generating current income from our debt investments and other income producing securities, and capital appreciation from our equity and equity-linked investments primarily through originating and making loans to, and making debt and equity investments in, technology related companies based primarily in the United States. We originate and invest in senior secured or unsecured loans, subordinated loans or mezzanine loans, and equity and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company s common equity. Our strategy invests in a broad range of established and high growth technology companies that are capitalizing on the large and growing demand for technology products and services. This strategy will focus on companies that operate in technology-related industries or sectors which include, but are not limited to, information technology, application or infrastructure software, financial services, data and analytics, security, cloud computing, communications, life sciences, healthcare, media, consumer electronics, semi-conductor, internet commerce and advertising, environmental, aerospace and defense industries and sectors. Our Technology Lending strategy is offered to investors through our technology-focused BDC. First Lien Lending: Our First Lien Lending strategy seeks to realize significant current income with an emphasis on preservation of capital primarily through originating primary transactions in and, to a lesser extent, secondary transactions of first lien senior secured loans in or related to private-equity sponsored, middle market businesses based primarily in the United States. Our First Lien strategy is offered to investors through our long-dated private fund and managed accounts. Opportunistic Lending: Our Opportunistic Lending strategy seeks to generate attractive risk-adjusted returns by taking advantage of credit opportunities in U.S. middle market companies with liquidity needs and market leaders seeking to improve their balance sheets. We focus on high quality companies that could be experiencing disruption, dislocation, distress or transformational change. Our strategy intends to make opportunistic investments in predominately U.S. middle-market companies and be the partner of choice for companies by being well-equipped to provide a variety of financing solutions to meet a broad range of situations, including but not limited to the following: (i) rescue financing, (ii) new issuance and recapitalizations, (iii) wedge capital, (iv) debtor-in-possession loans, (v) financing for additional liquidity and covenant relief and (vi) broken syndications. Our Opportunistic Lending strategy is offered to investors through our long-dated private fund and managed accounts. GP Capital Solutions Our GP Capital Solutions product is a leading capital solutions provider to large private capital managers. We primarily focus on acquiring equity stakes in, or providing debt financing to, large, multi-product private equity and private credit platforms. We are in the process of expanding our existing GP Capital Solutions product to provide capital to seasoned portfolio companies owned by funds that are managed by alternative asset managers that we have a pre-existing relationship with, either through our GP Minority Equity Investments or GP Table of Contents TRADEMARKS AND TRADE NAMES We own or have rights to trademarks, service marks, copyrights and trade names that we use in conjunction with the operation of our business. This prospectus also includes trademarks, service marks and trade names of other companies. Each trademark, tradename or service mark of any other company appearing in this prospectus is, to our knowledge, owned by such other company. Table of Contents Debt Financing strategies. Our GP Capital Solutions product also houses our Business Services Platform, which provides strategic support to the partner managers in which the Dyal funds hold an interest in. In addition to the GP Capital Solutions strategies, we have recently launched a strategy focused on acquiring passive minority stakes in sports teams, initially focusing on the NBA. This product operates through the following four investment strategies: GP Minority Equity Investments: We build diversified portfolios of minority equity investments in institutionalized alternative asset management firms across multiple strategies, geographies, and asset classes. Our investment objective is to generate compelling cash yield by collecting a set percentage of contractually fixed management fees, a set percentage of carried interest and return on balance sheet investments made by underlying managers. We primarily focus on acquiring minority positions in large, multi-product alternative asset managers who continue to gain a disproportionate proportion of the assets flowing into private investment strategies and exhibit high levels of stability. Our inaugural funds followed a hedge fund manager-focused investment program that has since evolved into a private capital manager-focused investment program, as implemented by our later funds. Our GP Minority Equity Investments strategy is offered to investors through our closed-end permanent capital funds. A fundamental component of the fundraising efforts for our investment programs is the ability to identify and execute co-investment opportunities for our investors. We may offer, from time-to-time and in our sole discretion, co-investment opportunities in certain fund investments, generally with no management or performance-based fee. GP Debt Financing: This strategy focuses on originating and making collateralized, long-term debt investments, preferred equity investments and structured investments in private capital managers. We originate and invest in secured term loans that are collateralized by substantially all of the assets of a manager and subject to repayment on an accelerated basis pursuant to cash flow sweeps of set percentages of management fees, GP realization, carried interest and other fee streams of the management company in the event that certain minimum coverage ratios are not maintained. Our investment objective is to generate current income by targeting investment opportunities with attractive risk-adjusted returns. We expect that the loans will be made to allow borrowers to support business growth, fund GP commitments, and launch new strategies. The GP Debt Financing strategy allows Dyal to offer a comprehensive suite of solutions to such private capital managers. To date, certain loans to private capital managers through the GP Debt Financing Strategy have been made in combination with another Dyal fund making an equity investment in the same private capital manager. Professional Sports Minority Investments: We plan to build diversified portfolios of minority equity investments in professional sport teams. Our first endeavor in this area was creating an innovative partnership with the NBA, which has pre-approved us as a prospective buyer of NBA franchises and waived both its requirement that any minority owner own a stake in a single franchise and its limitation on any team having more than 25 individual beneficial owners. The NBA has also provided pre-approval for us to own interests in multiple NBA franchises. We believe having these approvals and waivers already established will provide selling owners with more certainty of our ability to close on any investment and will make us the buyer of choice when a minority interest in an NBA franchise becomes available. Our investments in the NBA are intended to provide low correlation to other asset classes and long-term value appreciation. The first of such funds was launched in June 2021, and is currently seeking potential investments. Co-Investment and Structured Equity: This emerging strategy will focus on providing capital to seasoned portfolio companies managed by established private capital managers, in whom we have previously invested through our GP Minority Equity Investments or GP Debt Financing strategies and potentially with which we have a business relationship. The strategy will seek to make investments that are intended to provide strategic capital for organic and inorganic growth at mid-life investments, access to potential strategic partners for knowledge and intellectual property transfer and liquidity to Table of Contents SELECTED DEFINITIONS This prospectus has been prepared using a number of stylistic conventions, which you should consider when reading the information herein or therein. Unless otherwise expressly stated or, unless the context otherwise requires, references in this prospectus to: Adjusted EBITDA , a non-GAAP measure, is used to assess the Company s ability to service its borrowings. Adjusted EBITDA is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of net income (loss) before income taxes. Adjusted EBITDA represents Distributable Earnings plus (a) interest expense, (b) income tax expense (benefits), and (c) depreciation and amortization. Adjusted Revenues a non-GAAP measure, is used to assess the net revenue expected to be received by the Company. Adjusted Revenues are derived from and reconciled to, but not equivalent to its most directly comparable GAAP measure of total revenues, net. Adjusted Revenues differ from total revenues computed in accordance with GAAP as it excludes reimbursed expenses and dealer manager revenues, if applicable, that have an offsetting amount included within expenses on the consolidated and combined statement of operations. Adjusted Compensation , a non-GAAP measure, is used to assess the net cash settled compensation to be paid by the Company. Adjusted Compensation is derived from and reconciled to, but not equivalent to its most directly comparable GAAP measure of compensation and benefits. Adjusted Compensation differs from compensation and benefits computed in accordance with GAAP as it excludes equity compensation expense and compensation and benefits reimbursed through the receipt of administrative revenues. The administrative revenues reflect allocable compensation and expenses incurred by certain professionals of the Company and reimbursed by products managed by the Company. Advisers Act refers to the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder. Altimar refers to Altimar Acquisition Corporation, a blank check company incorporated as a Cayman Islands exempted company. Altimar Founders refers to Altimar Sponsor and certain equityholders of Altimar. Altimar Sponsor refers to Altimar Sponsor LLC, a Delaware limited liability company. assets under management or AUM refers to the assets that we manage, and are generally equal to the sum of (i) net asset value ( NAV ); (ii) drawn and undrawn debt; and (iii) uncalled capital commitments. Following the closing of the Business Combination, we adopted a new methodology for calculating the AUM of the Dyal business. Please refer to the section entitled Blue Owl s Management s Discussion and Analysis of Financial Condition and Results of Operations for the restated figures. AUM not yet paying fees generally relates to unfunded capital commitments (to the extent such commitments are not already subject to fees) and undeployed debt (to the extent we earn fees based on total asset values, inclusive of assets purchased using debt) that will generally begin earning fees once these amounts are invested in the underlying products. available capital (also referred to as dry powder ) is comprised of uncalled committed capital (including commitments to products that have yet to commence their investment periods); cash and cash equivalents; and, for certain funds and accounts permitting leverage, undrawn debt (at the product-level including certain amounts subject to restrictions). BCA or Business Combination Agreement refers to the Business Combination Agreement, dated as of December 23, 2020 (as amended by that Amendment to Business Combination Agreement, dated as of January 4, 2021, Second Amendment to Business Combination Agreement, dated as of March 25, 2021, and Third Amendment to Business Combination Agreement, dated as of April 11, 2021, as the same has been or may be further amended, modified, supplemented or waived from time to time in accordance with its terms), by and among Altimar, Owl Rock Capital Group LLC, Owl Rock Feeder, Owl Rock Capital Partners and Neuberger Berman Group LLC ( Neuberger ). Table of Contents existing fund investors. Our investment objective is to generate compelling investment returns, similar to traditional buy-out funds but with mitigated downside risk and faster return of capital. Our eight investment strategies and their respective products create a robust foundation for our holistic platform. We believe the success and growth in our businesses since inception has been driven by a singular, dedicated focus on providing capital solutions and the following differentiating features of our platform: Serve as a total solution provider, allowing for a broader view of market opportunities Expansive product set provides flexibility to help meet private capital managers and borrowers needs Extensive senior-level relationships with alternative asset managers, sponsors and other direct lenders that potentially create enhanced sourcing through multiple touchpoints Scaled platform creates ability to competitively access unique opportunities in the market Large deal funnel that allows for high degree of selectivity when considering investment opportunities Relationship-oriented approach with significant involvement from founders through the investment process Strong culture of risk management founded on continuous, pro-active evaluation of portfolio positions and multiple layers of portfolio review Industry leading management team and deeply experienced team of investment professionals solely dedicated to direct lending Our History Blue Owl s history is predicated on the key milestones of both Owl Rock and Dyal. Owl Rock was founded in 2016 by Doug Ostrover, Marc Lipschultz and Craig Packer to address the evolving need for direct lending solutions by middle-market companies and Dyal was founded in 2010 by Michael Rees to fill the need for flexible capital solutions for GPs of private capital managers. The combination of Owl Rock and Dyal creates a platform primed to continue servicing these markets. Blue Owl s robust and diversified platform offerings will continue to serve as a response to the following sector dynamics: shifting allocations by retail and institutional investors; rotation into alternatives given the search for yield and reliability of returns; rising need for private debt driven by sponsor demand; evolving landscape of the private debt market; de-leveraging of the global banking system; and increasing need for flexible capital solutions by GPs. Table of Contents BDC refers to a business development company, as regulated under the Investment Company Act. BDC Part I Fees refers to quarterly performance income on the net investment income of the Owl Rock BDCs, currently ORCC, ORCC II, ORCC III, ORTF and ORCIC, subject to a fixed hurdle rate. These fees are classified as management fees as they are predictable and recurring in nature, not subject to contingent repayment, and cash-settled each quarter. BDC Part II Fees refers to fees for the Owl Rock BDCs that are paid in arrears as of the end of each calendar year when the cumulative aggregate realized capital gains exceed the cumulative aggregate realized capital losses and aggregate unrealized capital depreciation, less the aggregate amount of BDC Part II Fees paid in all prior years since inception. Blue Owl refers to Blue Owl Capital Inc., a Delaware corporation and the combined company following the consummation of the Business Combination, and its consolidated subsidiaries. Blue Owl Carry refers to Blue Owl Capital Carry LP, a Delaware limited partnership. Blue Owl Carry Common Units refers to the limited partnership interests in Blue Owl Carry. Blue Owl GP refers to Blue Owl Capital GP LLC, a Delaware limited liability company, direct subsidiary of Blue Owl, and general partner of each of Blue Owl Holdings and Blue Owl Carry. Blue Owl Holdings refers to Blue Owl Capital Holdings LP, a Delaware limited partnership. Blue Owl Holdings Common Units refers to the limited partnership interests in Blue Owl Holdings. Blue Owl Operating Group refers collectively to the Blue Owl Operating Partnerships and their consolidated subsidiaries. Blue Owl Operating Partnerships refers to Blue Owl Carry and Blue Owl Capital Holdings, collectively. Blue Owl Limited Partnership Agreements refer to the amended and restated limited partnership agreements of Blue Owl Carry and Blue Owl Holdings to be entered into in connection with the Closing, as the same may be amended, modified, supplemented or waived from time to time in accordance with their terms. Blue Owl Securities refers to Blue Owl Securities LLC, a Delaware limited liability company. Blue Owl Securities is a broker-dealer registered with the SEC, a member of FINRA and the Securities Investor Protection Corporation. Blue Owl Securities is an affiliate of Blue Owl and provides distribution services to Blue Owl. Board refers to Blue Owl s board of directors. Business Combination refers to the transactions contemplated by the BCA. Business Combination Date refers to May 19, 2021. Business Services Platform refers to the Dyal team that provides strategic services to partner managers. Capital Commitments refers to the commitments to our funds, including BDCs, as applicable, and the commitments of Dyal, Owl Rock and our respective affiliates. carried interest or carried interest allocations refers to, in carry fund structures, the allocation of gain or profit to the general partner or another affiliated entity or entities of amounts otherwise allocable to the limited partners, commonly referred to as carried interest, as defined in the fund s investment management or partnership agreements (excluding, for the sake of clarity, incentive fees). Carried interest is typically calculated for a given fund based on cumulative fund performance. Carried interest entitles the general partner (or an affiliate) to a special allocation of income and gains from a fund, and is typically structured as a net profits interest in the applicable fund. Carried interest is Table of Contents The following is a timeline of key fund launch milestones for our businesses: Across both businesses, our presence in the market combined with our constant dialogue with financial sponsors, companies and our investors, has allowed us to identify attractive opportunities in adjacent subsectors over time. Since inception, both Owl Rock and Dyal have launched multiple new strategies and products, exclusively in areas where we believed we could leverage our competitive advantage and expertise, and where we believe we had identified critical mass of lending and capital solutions opportunities as well as heightened investor interest. We have focused on executing on key adjacencies that are natural extensions of existing core strategies in order to capitalize on the growing dislocations in the market and rising investor demand. We attribute our successful, disciplined growth to paying close attention to our investors needs and proactively developing our product offerings to meet the evolving appetites of our dedicated and growing lending and GP bases. This strategy has helped us secure key investors and expand our product suites leading up to our combination from which we create a diversified asset manager. Our Market Opportunity Increasing demand for alternative assets as investors search for yield in a low rate environment Over the past two decades, investors have significantly increased their asset allocations to alternative investment strategies, with a notable increased acceleration since 2015. Preqin Ltd. ( Preqin ), an alternative assets industry data and research company, estimates that AUM allocated to alternative investments, including private equity, private debt, real estate, infrastructure and natural resources, has achieved a 12% compound annual growth rate since 2000 for the 20-year period through year end 2020, projecting sustained momentum in growth, with a forecasted 12% compound annual growth rate from 2020 to 2025. We expect this secular rotation Table of Contents generally calculated on a realized basis and the recipient is generally entitled to a carried interest based upon the net realized income and gains often taking into account certain unrealized losses generated by such fund. Net realized income/gains or loss is not netted between or among funds. Class A Shares refers to the Class A Shares, par value $0.0001 per share, of the Company, including any shares of such Class A common stock issuable upon the exercise of any warrant or other right to acquire shares of such Class A common stock. Class B Shares refers to the Class B Shares, par value $0.0001 per share, of the Company, including any shares of such Class B common stock issuable upon the exercise of any warrant or other right to acquire shares of such Class B common stock. Class C Shares refers to the Class C Shares, par value $0.0001 per share, of the Company, including any shares of such Class C common stock issuable upon the exercise of any warrant or other right to acquire shares of such Class C common stock. Class D Shares refers to the Class D Shares, par value $0.0001 per share, of the Company, including any shares of such Class D common stock issuable upon the exercise of any warrant or other right to acquire shares of such Class D common stock. Class E Shares refers to the Class E common stock, par value $0.0001 per share, of the Company. Class E-1 Shares refers to the Class E-1 common stock of the Company. Class E-2 Shares refers to the Class E-2 common stock of the Company. Closing refers to the closing of the Business Combination. common stock refers to the Class A Shares, the Class B Shares, the Class C Shares, the Class D Shares, the Class E-1 common stock and the Class E-2 common stock, collectively. Common Unit refers to a combination of one Blue Owl Carry Common Unit and one Blue Owl Holdings Common Unit. Company , Registrant our , we or us refers, prior to the Business Combination, to Altimar, Owl Rock or Dyal, as the context suggests, and, following the Business Combination, to Blue Owl Capital Inc. DE refers to Distributable earnings, a non-GAAP measure, which is used to assess performance and amounts available for dividends to members. DE is derived from and reconciled to, but not equivalent to its most directly comparable GAAP measure of net income (loss) before income taxes. Distributable Earnings is FRE less current income taxes and includes (other than with respect to Owl Rock) net realized gains, realized performance income and performance related compensation. DE differs from income before taxes computed in accordance with GAAP as it adjusts for certain items that we believe are indicative of our ability to make our dividend payments. Our presentation of DE represents our operating performance, as further adjusted for performance income and performance related compensation, as applicable. Management believes that these adjustments enable investors to better understand the Company s earnings that are available for distribution. DGCL refers to the Delaware General Corporation Law, as amended. Direct Lending refers to our Direct Lending products, which offer private credit solutions to middle-market companies through four investment strategies: diversified lending, technology lending, first lien lending and opportunistic lending. Direct Lending products comprise the pre-Business combination Owl Rock business. dollars or $ refers to U.S. dollars. Domestication refers to the continuation of Altimar by way of domestication of Altimar into a Delaware corporation, with the ordinary shares of Altimar becoming shares of common stock of the Table of Contents into alternatives to continue as investors increasingly view allocations to private markets as a crucial requirement to meet their return objectives, as we believe alternative assets offer lower correlated and higher levels of returns as compared to traditional public equities and fixed income. Additionally, we have a diversified capital base across both institutional and high net worth clients, which represent 74% and 24% of our investor base, respectively. Emergence of Private Debt and GP Minority Investing Within the growing landscape of alternative assets, there is also a differentiated need for yield-oriented strategies. The evolving landscape following the financial crisis of 2007 and 2008 (the Global Financial Crisis ) has stimulated growth in both the private debt and GP minority investing markets. As banks pulled back from the middle markets in an effort to de-risk their balance sheets, the resulting void created a natural market opportunity that beget the emerging popularity of private debt, which has continued to increase in recent years. According to Preqin, since 2009, private debt is estimated to have raised over $957 billion globally, of which over $562 billion was raised since 2015 through 2020. Capital allocations to private debt, in particular, have an estimated compound annual growth rate of 16% through 2020 over a 20-year time period, compared to 11% for private equity. As of September 30, 2020, private debt is the third-largest asset class in the private alternatives space second only to private equity and real estate, and comprises 12% of total private capital, up from 6% in 2000, with tailwinds for future growth. Similarly, following the Global Financial Crisis, the rising needs of GPs for liquidity and stable capital resulted in the strong growth of GP minority stake investing market. While previously GP minority stake investing was relatively infrequent and driven by opportunistic acquisitions by financial institutions and institutional investors, the years after the Global Financial Crisis were marked by strong growth in the sector. According to Preqin and Pitchbook, between 2010 and 2014, there were 23 stake sales and $8.6 billion capital raised for the GP minority investment funds, primarily targeting hedge fund managers. Over the last several years, GP minority stake investing has rapidly evolved, refocusing on acquiring minority stakes in private capital managers, with 73 stake sales completed and $31.3 billion capital raised across closed and open funds between 2015 and 2019. We believe this growth in activity increased awareness of the strategic benefits that alternative asset managers can derive from partnering with long-term, stable capital providers and highlighted to the investor community the merits of investing in portfolios of GP minority investments. We expect this rapid growth in both asset classes to continue to meet the following rising needs: Sponsor-driven demand for debt capital : We believe the large amount of uninvested capital held by funds of private equity firms, estimated by Preqin Ltd. to be $1.5 trillion as of March 2020, will continue to drive deal activity. We expect that private equity sponsors will continue to pursue acquisitions and leverage their equity investments with secured loans provided by our product offerings. Furthermore, we believe if strong growth in fundraising in the private equity industry continues, it will naturally drive sponsor demand for financing solutions for their equity investments. We also believe continued growth in the private equity industry will facilitate increased demand by sponsor-owned U.S. middle market companies for financing solutions as they continue to require access to debt capital for operational and financing purposes. We believe that an expanding middle-market as well as the growing capital base of the private equity industry will support the continued demand for private debt. Evolving financial and strategic objectives of GPs: Given the growth in the alternative asset management industry, we expect the needs of GPs to continue to evolve and expand, driving increased activity in GP minority stake investing. We believe the search for long-term / permanent capital to fund Table of Contents Delaware corporation under the applicable provisions of the Cayman Islands Companies Act (2020 Revision) of the Cayman Islands, as the same may be amended from time to time, and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of our certificate of incorporation consistent with the DGCL and changing the name and registered office of Altimar. Dyal or Dyal Capital refers, prior to the Business Combination but after giving effect to a pre-Closing reorganization, to Dyal Capital Partners and the entities and personnel comprising the Dyal business of Neuberger Berman Group LLC, and, following the Business Combination, to Dyal Capital Partners, the GP Capital Solutions product of Blue Owl. Dyal Equity Funds refers to existing funds within the GP Minority Equity Investments strategy: Dyal Capital Partners (A) LP, Dyal Capital Partners (B) LP and Dyal Investment Partners LP and their related feeder, blocker, parallel, alternative investment and holding entities ( Dyal Fund I ); Dyal Capital Partners II (A) LP, Dyal Capital Partners II (B) LP and Dyal II Investment Partners LP and their related feeder, blocker, parallel, alternative investment and holding entities ( Dyal Fund II ), Dyal Capital Partners III (A) LP and Dyal Capital Partners III (B) LP and their related feeder, blocker, parallel, alternative investment and holding entities ( Dyal Fund III ), Dyal Capital Partners IV (A) LP, Dyal Capital Partners IV (B) LP and Dyal Capital Partners IV (C) LP and their related feeder, blocker, parallel, alternative investment and holding entities ( Dyal Fund IV ) and Dyal Capital Partners V (A) LP and Dyal Capital Partners V (B) LP and their related feeder, blocker, parallel, alternative investment and holding entities ( Dyal Fund V ), collectively. Dyal Equityholders refers to Neuberger, the Dyal Principals and any other holders of Dyal equity interests. Dyal Financing Fund refers to the existing fund and its related feeder, parallel, alternative investment and holding entities within the GP Debt Financing Investments strategy. Dyal HomeCourt Fund refers to the existing fund and its related feeder, parallel, alternative investment and holding entities that seeks to acquire minority equity investments in NBA Teams that forms part of the Professional Sports Minority Investments strategy. Dyal Principals refers to Michael Rees, Sean Ward and Andrew Laurino. Electing Owl Rock Equityholders refers to the Owl Rock Equityholders who elect to receive Common Units in connection with the Business Combination in lieu of common stock of Blue Owl. fee paying AUM or FPAUM refers to the AUM on which management fees are earned. For our BDCs, FPAUM is generally equal to total assets (including assets acquired with debt, but excluding cash). For our other Direct Lending products, FPAUM is generally equal to NAV or investment cost. FPAUM also includes uncalled committed capital for products where we earn management fees on such uncalled committed capital. For our GP Capital Solutions products, FPAUM for the GP minority equity investments strategy is generally equal to capital commitments during the investment period and the cost of unrealized investments after the investment period. For GP Capital Solutions other strategies, FPAUM is generally equal to investment cost. fee related earnings or FRE , a non-GAAP measure, is used to assess our operating performance by determining whether recurring revenue, primarily consisting of management fees, is sufficient to cover operating expenses and to generate profits. FRE is derived from and reconciled to, but not equivalent to its most directly comparable GAAP measure of net income (loss) before income taxes. FRE differs from income before taxes computed in accordance with GAAP as it adjusts for transaction-related charges, equity-based compensation, non-controlling interests in subsidiaries of the Company and certain other items that we believe reflects our operating performance. Other than for Owl Rock, the calculation of FRE also adjusts for performance income, performance related compensation and investment net gains (losses). Management believes that adding these adjustments assist in clarifying stable and predictable cash flows that cover operating expenses and lead to the generation of profits. Table of Contents commitments, new product launches, geographic expansion and opportunistic acquisitions will only amplify as the industry expands. We also believe the desire by GPs and founders to crystallize value, optimize ownership structures and create long-term employee incentive mechanisms to ensure successful succession will remain a relevant activity driver as the first generation of leaders near retirement age. Increasing Diversity within Private Debt : As macroeconomic conditions evolve, private debt funds have expanded their offerings. There is increasing investor demand for opportunistic lending. We expect the flexibility with which the private debt market evolves and expands will also support its future growth. Investors growing preference for reliability of returns through favorable positioning in the capital structure The increasing investor allocation into alternatives in search of yield has been accompanied by an increased focus on relative reliability of returns in recent years. As the primary private equity sector matures and oversaturates, the increased competitiveness of valuations has added pressure to the ultimate returns. We believe our private debt and GP minority investing strategies have demonstrated a strong ability to provide stable yields that, on a risk-adjusted basis, can exceed the average private equity return through the following avenues: Favorable positioning in the capital structure. The relative seniority of debt to equity in the capital structure improves the risk profile of investment returns through lower relative variability. According to Preqin, the risk / return (defined as the ratio of standard deviation to the median) for investments with vintages between 2007 and 2016 for private debt is 0.91, versus 1.01 for private equity. Within the private debt asset class, direct lending represents an attractive sub-sector, with a risk / return of 0.43 and median net IRR of 8.9%. We believe this favorable risk / return profile of our Direct Lending business will continue to attract investors. Since our private debt strategies primarily operate in the senior secured lending space, and our target companies are in the upper middle market, we have a prime position within the capital structure of established companies. The relative seniority of our products is especially relevant, and can provide a greater degree of certainty for ROIC in periods of market turmoil. Stability of cash flows from prudently structured portfolios. The portfolios of GP minority investments can provide more stable and predictable cash flows due to diversification benefits, significant proportion of contractually fixed cash flow, negotiated structural protections and exposure to a secularly growing industry. The portfolio diversification is achieved through broad exposure across multiple partner managers who collectively manage varied investment strategies across a multitude of fund vintages, geographies, sectors, and enterprise values. A significant portion of the expected cash return comes from contractual, fixed management fees, which enhances visibility into quarterly cash flows and provide for downside protection during an economic downturn. The total cash flows may be substantially increased by realized carried interest and gains from the GP-funded commitments. Shifting asset allocation policies of institutional investors Institutional investors are continuing to pivot their allocations away from traditional public market products toward higher-return alternative asset classes in an effort to decrease widening funding gaps and capture yield in a low-rate environment. According to a November 2020 Preqin survey, 81% of global investors expect to increase their allocation to alternatives in the next five years, with 26% indicating an expectation to increase their allocation significantly. Within alternatives, growth in private debt and private equity has meaningfully contributed to the increased demand and we believe our products will continue to benefit from the favorable shifts in allocations. The rotation into private debt has been supported by the attractiveness of stable cash flows and a continually diversifying sector, given the rise of distressed and opportunistic lending. Similarly, allocations Table of Contents our funds refers to the funds, investment vehicles, BDCs, managed accounts and other entities, accounts and investment products that are managed or co-managed by Blue Owl, Owl Rock or Dyal. FIC Assets refers to the FIC Assets described in Note 1 of the Notes to Consolidated and Combined Financial Statements of Owl Rock Group and subsidiaries and Owl Rock Securities. FINRA refers to the Financial Industry Regulatory Authority, Inc. GAAP refers to United States generally accepted accounting principles, consistently applied. GP Debt Financing strategy refers to the investment strategy of certain Dyal funds that primarily relates to originating and making collateralized, long-term debt investments, preferred equity investments and structured investments in private capital managers. GP Minority Equity Investments strategy refers to the investment strategy of certain Dyal funds that primarily relates to acquiring minority equity interests in investment management businesses or fund sponsors. incentive fees refers to contractual fees or other payments based on a percentage of a fund s net gains, profits and/or income, which formulation may take into account a preferred return threshold, in each case as described in the fund s constituent documents (excluding, for the sake of clarity, carried interest allocations). Incentive fees may be calculated based on a combination of realized and unrealized amounts and/or current income. Investment Company Act refers to the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder. Investor Rights Agreement refers to the Investor Rights Agreement, dated as of May 19, 2021, by and between Blue Owl, Altimar Sponsor, the Altimar Founders and certain of the Owl Rock Equityholders and Dyal Equityholders, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms. IPO refers to Altimar s initial public offering of its Units, Public Shares and Public Warrants pursuant to the IPO registration statement and completed on October 27, 2020. long dated refers to the contractual life of any finite private fund or managed account of 5 years or more as of the date hereof. management fees for Owl Rock refers to fees that it earns for advisory services provided to its funds, which are generally based on a defined percentage of average fair value of gross assets (excluding cash), or average fair value of gross assets (excluding cash) plus undrawn commitments, in the case of the Owl Rock BDCs, or fair value of gross assets (excluding cash), fair value of investments plus undrawn commitments, or invested capital in the case of Owl Rock s private debt funds and managed accounts, and also include BDC Part I Fees. For Dyal, management fees are derived from investment management services provided to private funds and are payable quarterly or semi-annually, at the beginning or end of the service period. For the GP Minority Equity Investments strategy, the fees are generally determined based upon a percentage of capital committed during the investment period, and thereafter generally based on the cost of unrealized investments; or as otherwise defined in the respective agreements. For the other Dyal strategies, the fees are generally determined based upon a percentage of investment cost or as otherwise defined in the respective agreements. NBA refers to the National Basketball Association. Neuberger refers to Neuberger Berman Group LLC, a Delaware limited liability company. NYSE refers to the New York Stock Exchange. our BDCs refers to our business development companies, as regulated under the Investment Company Act of 1940, as amended: Owl Rock Capital Corporation (NYSE: ORCC) ( ORCC ), Owl Table of Contents to the GP minority stake strategy have been supported by the differentiated breadth of exposure to Private Equity and other alternative asset classes. The strategy offers stable and growing cash flows and diversification across vintages, geographies, sectors, asset classes and enterprise values. Our breadth of fund offerings across strategies, and leverage to alternative asset classes is well-primed to benefit from these positive asset allocation trends. We believe we can provide a compelling opportunity for investors looking to place capital in one or more yield-oriented strategies as they seek to optimize their portfolio construction and returns, and we expect these allocation trends to persist for institutional investors, particularly as defined benefit plans and insurers continue to face the following headwinds: Pension plans : The funding gap between pension assets and liabilities has continued to widen in recent years, which has exacerbated the difficulty of meeting rising pension obligations. The Geneva Association estimates a $41 trillion funding gap in pensions worldwide as of 2016. Pension funds have increased their allocations to alternative investments in an effort to enhance returns and narrow the existing gap. According to Preqin, public pension funds have been steadily increasing allocations to alternatives over the past decade, with the median allocation rising from 18% in 2010 to 30% in 2020. Insurance companies : Insurance companies have notably increased their allocation into alternatives over the past several years. Low-rate environments have pressured insurers to seek alpha generation through higher-return alternatives, in order to generate adequate yield to satisfy their asset-liability matching requirements. Alternatives have also gained favor as a way to further diversify insurance companies asset portfolios. Increasing demand for alternative assets from retail investors Retail investors are increasing their demand for alternative investment products as a means to diversify and achieve higher, differentiated returns. According to Boston Consulting Group, in 2019, the retail channel represented 42% of global AUM and was the fastest-growing segment of global AUM, at 19% growth both globally and in North America. We expect the growth in the retail channel to continue and generate further demand for alternative products. Cerulli Associates, a research firm focused in global asset management, estimates that registered investment advisers will produce the greatest increase in allocations to alternatives between 2019 and 2021E, increasing their allocation by 17%, while allocations to traditional products such as fixed income, variable annuities, mutual funds and money markets are expected to decline. Owl Rock has benefited from this demand, notably through the growth of ORCC II, which it is seeking to expand through the launch of ORCIC. Commitments from retail investors in Owl Rock s retail products have increased to approximately $4.6 billion in 2020. In addition, we have begun to penetrate the ultra-high-net-worth and family office sectors in our GP Minority Investments strategy, which together represent $2.0 billion in total commitments. We have well-established and growing relationships with over 85 wealth management platforms, including several of the largest platforms in North America. We believe our current relationships and market presence will enable us to continue penetration of the growing demand within the retail channel. Additionally, we have a diversified, global capital base with a strong investor domestic foundation. Approximately 72% is from U.S. & Canada, 18% from APAC, 9% from EMEA and 1% from the rest of the world. De-leveraging of the global banking system Since the Global Financial Crisis, there has been a significant de-leveraging of the global banking system. As the industry fell under more stringent capital requirements, stronger balance sheet discipline and higher standards of regulatory compliance, the commercial and investment banks increased their focus on large corporate companies, resulting in a reduction in the amount of capital provided to middle-market companies and private alternative asset management firms. This dynamic created an opportunity for non-bank lenders to service both groups, each of which comprise a large addressable market. We believe well-capitalized, reputable Table of Contents Rock Capital Corporation II ( ORCC II ), Owl Rock Capital Corporation III ( ORCC III ), Owl Rock Technology Finance Corp. ( ORTF ) and Owl Rock Core Income Corp. ( ORCIC ). Owl Rock refers, prior to the Business Combination, to Owl Rock Capital and Owl Rock Securities, and, following the Business Combination, Owl Rock Capital together with Owl Rock Securities, the Direct Lending product of Blue Owl. Owl Rock BDCs refers to Owl Rock Capital Corporation (NYSE: ORCC) ( ORCC ), Owl Rock Capital Corporation II ( ORCC II ), Owl Rock Capital Corporation III ( ORCC III ), Owl Rock Technology Finance Corp. ( ORTF ) and Owl Rock Core Income Corp. ( ORCIC ). Owl Rock Capital refers to a carve-out of Owl Rock Group and its consolidated operating subsidiaries (which carve-out excludes such operating subsidiaries constituting FIC assets) after giving effect to a pre-Closing reorganization. Owl Rock Capital Partners refers to Owl Rock Capital Partners LP, a Delaware limited partnership and indirect equityholder in, and managing member of, Owl Rock. Owl Rock Equityholders refers to the Owl Rock Principals, Owl Rock Feeder and certain other direct and indirect third party holders of equity interests in Owl Rock Capital. Owl Rock Feeder refers to Owl Rock Capital Feeder LLC, a Delaware limited liability company. Owl Rock Group refers to Owl Rock Capital Group LLC, a Delaware limited liability company. Owl Rock Principals refers to Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer and Alan J. Kirshenbaum. partner manager refers to an investment management business or fund sponsor in which the GP Minority Equity Investments strategy funds invests. performance income refers to income earned or allocated based on the performance of a fund as defined in the product s investment management or partnership agreements and may be either incentive fees or carried interest and/or incentive allocations. Notwithstanding the foregoing, BDC Part I Fees are generally treated as management fees due to their recurring nature. permanent capital refers to capital of our products that do not have ordinary redemption provisions or a requirement to exit investments after a prescribed period of time and to return to investors the proceeds representing the capital invested in such investments, except as required by applicable law or pursuant to redemption requests that can only be made after significant lock-up periods. Such products may be required, or elect, to return all or a portion of capital gains and investment income. Permanent capital may be subject to management fee step downs or roll-offs over time. PIPE Investment means the private placement pursuant to which PIPE Investors have committed to make a private investment in the aggregate amount of $1,500,000,000 in public equity in the form of Class A Shares on the terms and conditions set forth in the Subscription Agreements. PIPE Investors refers to the investors that have signed Subscription Agreements. PIPE Securities refers to the Class A Shares sold to the PIPE Investors pursuant to the Subscription Agreements. portfolio companies and portfolio investments refer to partner managers with which Dyal invests, borrowers of Owl Rock loans, and investments of both platforms and, in certain cases, investment thereby, in each case unless the context indicates otherwise. Private Placement Warrants refers to the warrants acquired by Altimar Sponsor for an aggregate purchase price of $7,000,000 in a private placement simultaneously with the closing of the IPO, which Table of Contents non-bank direct lenders like ORCC, Dyal Financing Fund, and our other products have been able to help provide financing solutions to the middle-market and private alternative asset management firms, and fill the gap left by retreating, traditional lenders. Our Competitive Strengths High proportion of permanent capital We have a high-quality capital base heavily weighted toward permanent capital. For the six months ended June 30, 2021, approximately 97% of our management fees were earned on AUM that we refer to as permanent capital, with the remainder (including private funds and managed accounts) in long-dated funds, which we define as funds with a contractual finite life of 5 years or more. Our BDCs, by nature, are closed-end, permanent (or potentially permanent) funds with no mandatory redemption and potentially unlimited duration once listed. The underlying funds of our GP Minority Equity Investments, GP Debt Financing, Co-Investments and Structured Equity and Professional Sports Minority Investments strategies are also structured as permanent capital vehicles. The high proportion of permanent capital in our AUM provides a stable base and allows for our AUM to grow more predictably without having reductions in our asset levels due to ordinary redemptions as with non-permanent fund structures. It also enables us to grow our fee revenue while leveraging our existing expense base. Our permanent capital base also lends stability and flexibility to our portfolio companies and partner managers, providing us the opportunity to grow alongside these companies and positioning us to be a preferred source of capital and the incumbent lender for follow-ons and other capital solutions to high-performing companies and GPs. As such, we are able to be a compelling partner for these firms as they seek capital to support their long-term vision and business development goals. The stability of our AUM base enables us to focus on generating attractive returns by investing in assets with a long-term focus across different periods in the market cycle. Significant embedded growth in current AUM with built-in mechanisms for fee revenue increases While we expect to continue our successful fundraising track record to supplement our existing capital base, our current AUM, predominately permanent capital in nature, already provides for significant embedded growth. Of our $62.4 billion AUM base, $42.8 billion represents our current fee-paying AUM. As of June 30, 2021, we have approximately $8.5 billion in AUM not yet paying fees. In addition, to the extent any of our BDCs become publicly listed, under the advisory agreements the advisory fees from the applicable BDC could potentially increase, subject to any fee waivers or deferral arrangements agreed to by us and the applicable BDC. Stable earnings model with attractive margin profile The majority of our revenues is generated from our management fees, which are contractual, fixed fees charged on fee-paying AUM. For the six months ended June 30, 2021, approximately 90% of our pro forma total revenue was comprised of management fees, which includes BDC Part I Fees from our BDCs. See Risk Factors Risks Related to Our Business and Operations The management fees of our BDCs and management fees and performance income of our private funds comprise substantially all of our revenues and a reduction in fees and performance income could have an adverse effect on our results of operations and the level of cash available for distributions to our stockholders. and Note 1 to the Notes to the Unaudited Pro Forma Combined Financial Information. Management fees are generally based upon a defined percentage of average fair value of gross assets (excluding cash) or average fair value of gross assets (excluding cash) plus undrawn commitments in the case of our BDCs, or fair value of gross assets (excluding cash), fair value of investments plus undrawn commitments, or invested capital in the case of our Private Debt funds and Managed Accounts, investment cost for our GP Debt Financing strategy, and capital committed during the Table of Contents were subsequently converted into warrants to purchase Class A Shares in connection with the Business Combination. Public Shareholders refers to the holders of the Public Shares or Public Warrants that were sold in the IPO. Public Warrants refers to the warrants issued in the IPO, entitling the holder thereof to purchase one of Altimar s Class A ordinary shares at an exercise price of $11.50, subject to adjustment, which were subsequently converted into warrants to purchase Class A Shares in connection with the Business Combination. reimbursed expenses refer to expenses reimbursed by Dyal s private funds, such as travel, and also expenses incurred by Dyal s Business Services Platform in connection with the provision of strategic support services to partner managers. SEC refers to the U.S. Securities and Exchange Commission. Securities Act refers to the Securities Act of 1933, as amended. Seller Earnout Securities refers to the Seller Earnout Shares and the Seller Earnout Units, collectively and as applicable. For the avoidance of doubt, a Seller Earnout Security shall refer to either (i) one Seller Earnout Share, in the case of Owl Rock Equityholders who are not Electing Owl Rock Equityholders, or (ii) one Seller Earnout Unit, in the case of Dyal Equityholders and Electing Owl Rock Equityholders, as applicable. Seller Earnout Shares refers to the Series E-1 common stock and Series E-2 common stock that were issued to the Owl Rock Equityholders that are not Electing Owl Rock Equityholders in connection with the Business Combination. For the avoidance of doubt, a Seller Earnout Share shall refer to either (i) one share of Series E-1 common stock or (ii) one share of Series E-2 common stock, as applicable. Seller Earnout Units refers to the Series E-1 Units and Series E-2 Units of each of Blue Owl Holdings and Blue Owl Carry that will be issued to the Dyal Equityholders and the Electing Owl Rock Equityholders in connection with the Business Combination in lieu of Seller Earnout Shares. Specified Interests , with respect to management fees and similar fees, refers to the rights to share in amounts that were granted (a) as a rebate or incentive to a third party investor making a capital commitment in one or more funds, including a seed or foundation investor, (b) to certain new hires or reassigned employees who are primarily dedicated to a new business line not previously engaged in by Blue Owl or its subsidiaries, or (c) to a third party in connection with a bona fide arms length joint venture or bona fide arms length arrangement with a third party service provider. Subscription Agreements refers to the subscription agreements, dated as of December 23, 2020, by and among Altimar, Neuberger, Owl Rock and the PIPE Investors, pursuant to which Altimar has agreed to issue an aggregate of 150,000,000 Class A Shares to the PIPE Investors immediately before the Closing at a purchase price of $10.00 per share, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms. Tax Receivable Agreement or TRA refers to the Tax Receivable Agreement entered into between Blue Owl, Blue Owl GP, the Blue Owl Operating Partnerships, the Dyal Equityholders, (including certain Owl Rock Equityholders that sold certain blocker corporations to Blue Owl GP in the Business Combination) at the Closing as included in Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on May 21, 2021, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms. The agreement requires Blue Owl GP to pay to such members (or their owners) 85% of the amount of tax savings, if any, that the Company realizes (or is deemed to realize in certain circumstances) as a result of (i) increases in tax basis resulting from the Business Combination, (ii) certain tax attributes of the Blue Owl Operating Group (or certain corporations acquired in connection with the Business Combination) existing prior to the Business Combination, and (iii) tax benefits attributable to payments made under the TRA. Table of Contents investment period, and thereafter generally based on the cost of unrealized investments, in the case of our GP Minority Equity Investments strategy, or based upon a defined percentage of the aggregate acquisition value adjusted for the cost of investment in the case of our Dyal HomeCourt Fund. Our management fees also include BDC Part I Fees. BDC Part I Fees refers to a quarterly incentive fee on the net investment income of ORCC, ORCC II, ORTF and ORCIC (and, should such BDC become publicly listed in the future, ORCC III), subject to a fixed hurdle rate. These fees are classified as management fees as they are predictable and recurring in nature, not subject to contingent repayment, and cash-settled each quarter. Our predictable revenue base translates to a stable earnings model through a disciplined, efficient cost structure, producing strong profit margins and mitigating the risk of volatility in the profit margins. Expenses related to our Business Services Platform are generally charged across the Dyal Equity Funds. This allows our business model to maintain a disciplined cost structure and stable operating margins while continuing to provide our partner managers with operational support which is core to our value proposition. Additionally, certain costs associated with our middle/back office personnel supporting our products are charged back to the underlying Direct Lending funds. Extensive, long-term relationships with a robust and vast network of alternative asset managers We have extensive alternative asset manager relationships, which allow us to quickly and efficiently source potential GP and fund level investment opportunities. Since inception, on a combined basis, we have generated fund level deal flow from over 570 sponsors and completed over 60 equity and debt GP level transactions. We believe our deep relationships position us to receive early looks and last looks from alternative asset managers, which in turn, allow us to be highly selective in deciding which investments to pursue. We believe the depth and breadth of our relationships are predicated on several, differentiating features of our platform and that alternative asset managers value our team s experience and deep focus both within products and across a broad spectrum of capital solutions. Our Direct Lending business has over 65 investment professionals with an average of 20 years of experience and our GP Capital Solutions business has 16 investment professionals with the seven investment team Managing Directors having an average of 19 years of experience. Our expansive set of product offerings allows us to provide flexible and creative solutions, and in tandem with our sizeable permanent capital base, enables us to provide access to scaled, sizeable commitments. Alternative asset managers also value our Business Services Platform, which provides strategic value-added services to our partner managers in five key areas: client development and marketing support, business strategy, product development, talent management, and operational advice. We also believe our independence positions us as a trusted partner to the alternative asset management community. Our ability to move quickly and with transparency provides execution certainty to these alternative asset managers. We expect our differentiated approach and broad spectrum of capital solution products will continue to strengthen our relationships, and we intend to further expand our network to fortify our position as a preferred partner for alternative asset managers and their portfolio companies. Increasing benefits of scale We believe our robust, scaled platform presents us with a competitive advantage which enables us to provide attractive solutions as a trusted partner and therefore continue to capture market share. Within Direct Lending, there is significant competition for loans below $50 million, but there are much fewer lenders capable of providing solutions over $100 million. Our differentiated approach and scaled direct lending platform allow us to capitalize on opportunities across the sizing spectrum from loans below $50 million to loans up to $1.0 billion. Our platform s scale has demonstrated the ability to originate larger deals, Table of Contents Trust Account refers to the trust account of Altimar which holds the net proceeds from the IPO and certain of the proceeds from the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay taxes. transfer agent refers to Computershare Trust Company, N.A. and Computershare Inc. UBT refers to Unincorporated Business Tax. Warrant Agent refers to Computershare Trust Company, N.A. and Computershare Inc. Warrants refers to the Public Warrants and the Private Placement Warrants. Working Capital of Owl Rock Capital or the Dyal Business refers to the sum of (a) the cash and current receivables held or accrued as of the time of determination minus (b) the sum of the (i) operating expenses reasonably expected to arise immediately after the time of determination, consistent with past practice, and (ii) anticipated bonuses and other expenses in respect of the periods ending on or prior to the Closing, consistent with past practice. Many of the terms used in this prospectus, including Adjusted Compensation, Adjusted EBITDA, Adjusted Revenues, AUM, DE, FPAUM and FRE, may not be comparable to similarly titled measures used by other companies. In addition, our definitions of AUM and FPAUM are not based on any definition of AUM or FPAUM that is set forth in the agreements governing the investment products that Owl Rock and Dyal manage and may differ from definitions of AUM or FPAUM set forth in other agreements to which Owl Rock or Dyal is a party or definitions used by the SEC or other regulatory bodies. Further, Adjusted Compensation, Adjusted EBITDA, Adjusted Revenues, DE and FRE are not measures of performance calculated in accordance with GAAP. We use Adjusted Compensation, Adjusted EBITDA, Adjusted Revenues, DE and FRE as measures of operating performance, not as measures of liquidity. They should not be considered in isolation or as substitutes for operating income, net income, operating cash flows, or other income or cash flow statement data prepared in accordance with GAAP. The use of these measures without consideration of related GAAP measures is not adequate due to the adjustments described above. Our management compensates for these limitations by using FRE as supplemental measures to our GAAP results. We present this measure to provide a more complete understanding of our performance as our management measures it. Amounts and percentages throughout this prospectus may reflect rounding adjustments and consequently totals may not appear to sum. For reconciliations of non-GAAP measures used by Blue Owl to Blue Owl s GAAP results, see Blue Owl s Management s Discussion and Analysis of Financial Condition and Results of Operations Reconciliation of Consolidated GAAP Financial Measures to Certain Non-GAAP Measures and for reconciliations of non-GAAP measures used by Dyal to Dyal s GAAP results, see Dyal s Management s Discussion and Analysis of Financial Condition and Results of Operations Reconciliation of Combined GAAP Financial Measures to Certain Non-GAAP Measures in this prospectus. We disclose certain financial measures in this prospectus that are calculated and presented using methodologies other than in accordance with GAAP. We believe that providing these performance measures on a supplemental basis to our GAAP results is helpful to shareholders in assessing the overall performance of Blue Owl s businesses. These financial measures should not be considered as a substitute for similar financial measures calculated in accordance with GAAP, if available. We caution readers that these non-GAAP financial measures may differ from the calculations of other investment managers, and as a result, may not be comparable to similar measures presented by other investment managers. Table of Contents while also providing diversification in our portfolios. We believe our scale enables us to broaden our deal funnel and provides us access to more investment opportunities than many other direct lenders. We have significant dry powder that allows us to provide scaled financing solutions, commit to full capital structures and support capital needs of borrowers. We believe being a total solutions provider also grants us a broader view of market opportunities, which allows us to continue operating as a market leader. Within GP Minority Equity Investments, we have also established ourselves as a market leader, with a long track record, greatest amount of aggregate capital raised and largest number of publicly-announced deals. The size of our most recent fund, at $9.0 billion, is materially larger than the target $4 billion fund sizes of our main competitors. Our large base of stable capital not only enables participation in investments across the sizing spectrum, but also creates a competitive advantage by positioning us as a highly qualified buyer for minority stakes in large, established GPs. We believe we also gain access to proprietary deal flow as a result of the market s confidence in our ability to execute on large investments expeditiously. While our GPs vary in size, the median AUM of the underlying private capital GPs in our GP Minority Equity Investments Fund III and Fund IV is $24.2 billion as of December 31, 2020. We believe our strong reputation in the market combined with our scale will continue to provide us with unique access to the most attractive sectors of the alternative asset management universe. Many institutional investors are concentrating their relationships in an effort to partner with dependable, scaled firms with proven track records that they have a high level of comfort with. Our scaled platform enables us to remain a partner of choice not only for borrowers and GPs, but also for investors. We believe we will not only maintain, but continue to expand our share of the market as a result of the high level of confidence investors have in our scaled capital solutions platform. Our ability to provide diversification and niche access points will continue to attract investor interest as they seek diversification and continue to value lower-correlation portfolio allocations. Diverse, global and growing high-quality investor base Our global investor base, across our strategies, is composed of long-standing institutional relationships as well as a growing retail investor base. Our institutional clients include large domestic and international public and private pension funds, endowments, foundations, family offices, sovereign wealth funds, asset managers and insurance companies. Our retail clients include prominent wealth management firms, private banks, and high-net worth investors. We continue to grow our investor relationships and have over 650 unique relationships as of June 30, 2021. As we continue to grow, we expect to retain our existing clients through our breadth of offerings. As of June 30, 2021, approximately 36% of our investors are invested in at least two products, with many increasing their commitment to their initial strategy and additionally committing additional capital across our other strategies. We believe our diligent management of investors capital, combined with our strong performance and increasingly diversified product offerings has helped retain and attract investors which has furthered our growth in fee paying AUM and facilitated further expansion of our strategies. We also believe the global nature of our investor base enables significant cross-selling opportunities between our products and strategies. We are committed to providing our clients with a superior level of service. We believe our client-focused nature, rooted in our culture of transparency will help us continue to retain and attract high quality investors to our platform. Industry-leading management team with proven track record We are led by a team of seasoned executives with significant and diverse experience at the world s leading financial institutions. Our best-in-class management team has considerable expertise across the direct lending Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus includes statements that express Blue Owl s and Blue Owl s subsidiaries opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, forward-looking statements. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms believes, estimates, anticipates, expects, seeks, projects, intends, plans, may, will or should or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and these forward-looking statements reflect management s expectations regarding our future growth, results of operations, operational and financial performance and business prospects and opportunities. Such forward-looking statements are based on available current market material and management s expectations, beliefs and forecasts concerning future events impacting our business. Factors that may impact such forward-looking statements include: the anticipated growth rate and market opportunity of Blue Owl; various conflicts of interest that could arise among us, our funds, affiliates, investors and partner managers; our success in retaining or recruiting, or changes required in, our officers, key employees or directors; our directors and officers potentially having conflicts of interest with our business, as a result of which they would receive compensation; intense competition and competitive pressures from other companies in the industry in which we operate; factors relating to our business, operations and financial performance, including market conditions and global and economic factors beyond our control; the impact of COVID-19 and related changes in base interest rates and significant market volatility on our business, our industry and the global economy; increased costs related to being a public company; the effect of legal, tax and regulatory changes; and other factors detailed under the section entitled Risk Factors. The forward-looking statements contained in this prospectus and in any document incorporated by reference herein are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading Risk Factors in this registration statement. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Table of Contents space and GP minority stake strategies, with a long track record of successful investing experience across multiple businesses and credit cycles. Members of our senior management have an average of over 25 years of experience and a strong track record in building successful businesses from the ground up and generating superior returns across market cycles. Additionally, our senior management team has experienced no turnover since the inception of our predecessor businesses which we believe has enabled us to build meaningful long-term relationships and partnerships with alternative asset managers as well as with our investors. Alignment of interests with stakeholders We consider the alignment of interests of our principals, executive management team and professionals with those of our investor base and unitholders to be core to our business. Our principals, executive management team and professionals have committed almost $1.9 billion of capital across our products, which aligns our interests with client interests. This arrangement only furthers the alignment of interests by reinforcing the long-term ownership of our equity by our co-Founders, investment professionals and other employees, while also motivating the continued high-performance and retention of our dedicated team of professionals. Our Growth Strategy We aim to continue applying our core principles and values that have guided us since inception in order to expand our business through the following strategies: Organically grow our core business We expect to continue to grow AUM in our existing strategies, and intend to launch additional, successor permanent capital vehicles and similar long-dated products in the future. We will benefit from significant embedded growth in our current AUM that can be realized as we continue to deploy and lever our existing capital base. As of June 30, 2021, we have approximately $8.5 billion in AUM not yet paying fees. As we realize this embedded growth, the conversion of available capital will create access to fee growth by increasing our fee-paying AUM. We believe these key attributes, in conjunction with our ability to raise successor products in existing strategies, will continue to play a key role in our growth profile. We also expect to enhance our AUM growth by expanding our current investor relationships and also continuing to attract new investors. Expand our product offering We plan to grow our platform by expanding our product offerings. We intend to take a diligent and deliberate approach to expansion, only adding products that are complementary, adjacent or additive to our current strategies. To date, our measured approach to growth through the addition of adjacent strategies has allowed us to continue delivering high performance to our dedicated investor base. We expect that as we continue to grow our existing strategies, there will be additional adjacencies that provide natural expansion opportunities. We believe through the disciplined expansion of our platform, we can continue to develop our breadth of offerings and further our position as a leading solutions provider. As we grow, we expect to attract new investors as well as leverage our existing investor base, as we have done with previous product launches. Leverage complementary global distribution networks Both Owl Rock and Dyal have demonstrated fundraising capabilities, that combined are well positioned to continue to penetrate the growing global market. Owl Rock s fundraising success to date has been primarily focused within the United States, and Dyal s global investor base is primarily located in North America, Asia Pacific, Europe, and the Middle East. We intend to continue fundraising both domestically and internationally. The Table of Contents favorable industry tailwinds are global in nature and we believe that there is additional market opportunity across the global landscape. As of June 30, 2021, 72% of our capital raised represents capital raised in the United States and Canada. We believe our strong network and track record of global fundraising has primed us to further extend our fundraising efforts across products and into additional international markets, as institutional investors across the globe are facing the same pressures and seeking the same positive attributes of the sector that have attracted domestic investors thus far. We also believe we have a significant opportunity to leverage Dyal s global fundraising capabilities and investor relationships to cross-sell our Direct Lending products, as well as utilize Owl Rock s existing domestic retail channel to cross-sell our GP Capital Solutions products while increasing our global capabilities. The global market represents a large, and relatively untapped opportunity for many of our products that we believe will facilitate our pursuit of international expansion in the coming years, and position us to enter into less-developed markets where we can be a significant first-mover and play a key role in defining the markets. Enhance our distribution channels As investors continue to increase their alternatives allocation in the search for yield, we believe we have the opportunity to continue diversifying our client base by attracting new investors across different channels. We intend to leverage our strong growth within and across our strategies as a means to add new investors to our growing family of funds. We have already begun executing on this strategy, with a notable influx of wealth management platforms and public and private pension fund investors in recent years. These additions helped further diversify our investor base which also includes, but is not limited to, insurance, family offices, endowments and foundations. In addition, we have continued to grow our relationships in the consultant community. We intend to be the premier direct lending and GP minority investing platform for investors across the institutional and retail distribution channels. Deepen and expand strong strategic relationships with key institutional investors We have established invaluable relationships with strategic partners, consultants and large institutional investors who provide us with key market insights, operational advice and facilitate relationship introductions. We pride ourselves on continuing to foster these relationships as they are fundamental to our business and reflect the strong alignment of interests that are highly valued by our partners. As of June 30, 2021, six institutional investors have committed at least $1.0 billion across our strategies. Seventeen institutional investors have committed at least $500 million, and 35 have committed at least $250 million across our strategies and 36% of our institutional investors are invested in more than one product. Our strategic partnerships allow us to craft customized solutions tailored to the objectives of our clients, while reflecting the breadth of our capabilities across our strategies. We also have important relationships with sponsors, wealth management firms, banks, corporate advisory firms, industry consultants and other market participants that we believe are of significant value. As we continue to grow, both organically and through product and geographic expansion, we will continue to pursue the addition of incremental key strategic partners. Opportunistically pursue accretive acquisitions In addition to our various avenues of organic growth, we intend to diligently evaluate acquisition opportunities that we believe would be value-enhancing to our current platform. These could include, but are not limited to, acquisitions that would expand the breadth of our product offerings, further develop our investor base, or facilitate our plans for global expansion. We believe that as the market continues to evolve, there will be numerous opportunities for us to consider, of which we intend to only pursue the most accretive acquisitions. Table of Contents Recent Developments Business Combination Completed On May 19, 2021, Altimar consummated the Business Combination pursuant to the terms of the BCA, which, among other things, provided for (i) Altimar changed its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation under the laws of the State of Delaware (the Domestication ), upon which Altimar changed its name to Blue Owl Capital Inc. ( Blue Owl ), (ii) Blue Owl s wholly-owned subsidiary, Blue Owl Capital GP, LLC ( Blue Owl GP ), began serving as the general partner of two Delaware limited partnerships: Blue Owl Holdings LP ( Blue Owl Holdings ) and Blue Owl Carry LP ( Blue Owl Carry and, together with Blue Owl Holdings, the Blue Owl Operating Group ), (iii) Blue Owl Holdings acquired (a) Owl Rock s business of sponsoring, offering and managing all existing and future Owl Rock business development companies, funds and managed accounts (the Owl Rock Funds ) and (b) the Dyal Capital Partners division of Neuberger ( Dyal ), including the business and operations related to sponsoring, offering and managing the Dyal funds and any successor fund thereof and Dyal s business services platform and (iv) Blue Owl Carry acquired 15% (net of certain investor and other third party arrangements) of the carried interest, performance fees and/or incentive fees or allocations arising in respect of the existing and future Owl Rock Funds (other than the fees of the Owl Rock business development companies, 100% of which (net of certain investor and other third party arrangements) were contributed to Blue Owl Holdings as described in clause (iii)) and in respect of future Dyal funds (specifically excluding Dyal Funds I-V for which carried interest is not being contributed). Pursuant to the terms of the BCA, the Blue Owl Operating Group, directly or indirectly, holds substantially all of the consolidated assets and business of Blue Owl. At the Closing of the Business Combination, Blue Owl s ticker symbols on The New York Stock Exchange for its Class A Shares and warrants to purchase Class A Shares were changed to OWL and OWL.WS, respectively. For more information regarding the Business Combination, see Certain Relationships and Related Party Transactions The Business Combination . Senior Notes Offering On June 10, 2021, Blue Owl Finance LLC, an indirect subsidiary of Blue Owl, completed an offering of $700,000,000 aggregate principal amount of 3.125% Senior Notes due 2031 (the notes ). The notes will be fully and unconditionally guaranteed on a joint and several basis by each of Blue Owl Holdings, Blue Owl Carry, Owl Rock Group, Dyal Capital Holdings LLC, Owl Rock Capital GP Holdings LP and Dyal GP Holdings LLC. The Company used the net proceeds from the offering to (i) repay all outstanding borrowings under the Company s existing term loan facility and (ii) to pay fees and expenses in connection therewith and of the offering. Any remaining net proceeds will be used for general corporate purposes, including to fund any future strategic acquisitions or related transactions and growth initiatives. Agreements of Purchase and Sale On September 20, 2021, the Company entered into an Agreement of Purchase and Sale, dated as of September 20, 2021, by and among the Company and Blue Owl Capital Holdings LP on the one hand, and each of Koch Companies Defined Benefit Master Trust ( Koch Pension ), Koch Financial Assets III, LLC ( KFA ) and Illiquid Markets 1888 Fund, LLC ( Illiquid Markets and, together with Koch Pension and KFA, each a Dyal Fund Investor ), on the other hand (each, a Purchase and Sale Agreement ). Pursuant to the terms of each Purchase and Sale Agreement, Dyal Fund Investors relinquished their respective rights to receive management fee shares with respect to Dyal Capital Partners III (A) LP, Dyal Capital Partners III (B) LP, Dyal Capital Partners IV (A) LP, Dyal Capital Partners IV (B) LP, Dyal Capital Partners IV (C) LP, Dyal Capital Partners V (A) LP, Dyal Capital Partners V (B) LP and/or Dyal Finance Investors (US) LP, as well as feeder funds, alternative vehicles, parallel funds and Table of Contents future investment funds, accounts, vehicles and/or other similar arrangements investing alongside therewith, or formed in succession thereof. Applicable Dyal Fund Investors also waived the respective competing fund covenants in respect of each of Dyal Capital Partners V (A) LP, Dyal Capital Partners V (B) LP and/or Dyal Finance Investors (US) LP, as applicable, and agreed to subscribe for incremental commitments to Dyal Capital Partners V (A) LP and/or Dyal Capital Partners V (B) LP. In exchange for the foregoing, (a) the Company issued its Class A Shares in the amount of (i) 18,799,854 shares to Koch Pension, (ii) 7,167,817 shares to KFA and (iii) 3,733,342 shares to Illiquid Markets, and (b) Capital Holdings paid a cash purchase price in the amount of (i) $36.2 million to Koch Pension, (ii) $13.8 million to KFA and (iii) $7.5 million to Illiquid Markets. In addition, the Company entered into Registration Rights Agreements, each dated as of September 20, 2021, with each of (i) Koch Pension, (ii) KFA and (iii) Illiquid Markets (each, a Registration Rights Agreement ), that provides each Dyal Fund Investor with certain registration rights. The Registration Rights Agreements will, among other things, require the Company to use its reasonable best efforts to file a resale shelf registration statement registering each Dyal Fund Investor s resale of the shares of the Company s Class A Shares and will provide each Dyal Fund Investor with certain customary piggyback registration rights with respect to such shares of Class A common stock, subject to the limitations set forth therein. Table of Contents Organizational Structure The simplified diagram below (which omits certain intermediate holding companies) depicts our legal organizational structure. Ownership information in the diagram below is presented as of June 30, 2021. Blue Owl Capital, Blue Owl GP, Blue Owl Holdings and Blue Owl Carry are organized in the state of Delaware. Blue Owl Capital is a holding company and consolidates the financial results of its direct subsidiaries, their consolidated subsidiaries and certain consolidated funds. * Economic interests and voting rights do not include Class A Shares issuable upon the exercise of warrants or shares of common stock or Common Units issuable in respect of Seller Earnout Securities, as applicable, or shares issuable in respect of the special incentive award. For further detail regarding the special incentive award, refer to Blue Owl s Management s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Expenses . (1) Owl Rock Principals and Dyal Principals collectively represent 90% of the voting interests in Blue Owl. (2) Ownership percentages based on ownership of common units of Owl Rock Capital Feeder LLC. (3) Class C Shares and Class D Shares represent non-economic interests in Blue Owl (other than the right to receive the par value of such shares in connection with the liquidation, dissolution or winding up of Blue Owl) and are exchangeable for Class A Shares and Class B Shares, respectively, together with an equal number of Common Units. Blue Owl s outstanding common stock consists of five classes: (i) economic, low-vote Class A Shares, (ii) economic, high-vote Class B Shares, (iii) non-economic (other than the right to receive par value in the event of a liquidation, dissolution or winding up of Blue Owl), low-vote Class C Shares, (iv) non-economic (other than the right to receive par value in the event of a liquidation, dissolution or winding up of Blue Owl), high-vote Class D Shares, and (v) economic (upon conversion to Class A Shares), no-vote (other than as Table of Contents required by law) Class E Shares, which shall consist of two series: Series E-1 Shares and Series E-2 Shares. Each Class A Share and Class C Share is entitled to one vote per share, with the Class C Shares being held by holders of Common Units, other than the Owl Rock Principals and the Dyal Principals (each of whom will hold Class D Shares immediately following the Closing). Together, the Class B Shares and Class D Shares will represent 90% of the total voting power of all shares of capital stock of Blue Owl (including shares issued in the future) until the Sunset Date. On the Sunset Date, all Class B Shares and Class D Shares will automatically convert into Class A Shares or Class C Shares, respectively. Until the Sunset Date, as holders of our Class B Shares and Class D Shares (as applicable), the Owl Rock Principals and Dyal Principals will be the beneficial owners of 90% of the voting control of our outstanding capital stock, as a result of which the Owl Rock Principals and Dyal Principals will have the power to elect a majority of Blue Owl s directors. Corporation Information Blue Owl Capital Inc. is a Delaware corporation. Our principal executive offices are located at 399 Park Avenue, 38th Floor, New York, NY 10022 and our telephone number at that address is (212) 419-3000. Our website is located at www.blueowl.com. Our website and the information contained on, or accessed through, our website are not part of this prospectus, and you should rely only on the information contained in this prospectus when making a decision as to whether to invest in the notes. Table of Contents The Offering Issuer Blue Owl Capital Inc. Class A Shares offered by the Selling Holders. Up to 29,701,013 shares of common stock Class A common stock issued and outstanding after the consummation of this offering 357,201,703 Use of proceeds We will not receive any of the proceeds from the sale of the shares of Class A common stock by the Selling Holders. Market for our shares of common stock Our Class A Shares are currently listed on the NYSE under the symbol OWL. Risk factors Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under Risk Factors and elsewhere in this prospectus. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/PAX_patria_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/PAX_patria_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b10bdbf326d540fe15d56b3ce5f1c5b8ddb8e64f
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/PAX_patria_prospectus_summary.txt
@@ -0,0 +1 @@
+prospectus summary highlights information contained elsewhere in this prospectus. This summary may not contain all the information that you should consider in making your investment decision, and we urge you to read this entire prospectus carefully, including the Risk Factors, Business and Management s Discussion and Analysis of Financial Condition and Results of Operations sections and our consolidated financial statements and notes to those statements, included elsewhere in this prospectus, before deciding to invest in our Class A common shares. Overview We are one of the leading private markets investment firms in Latin America in terms of capital raised, with over US$8.7 billion raised since 2015 including co-investments. Preqin s 2020 Global Private Equity & Venture Capital Report ranks us as the number one fund manager by total capital raised for private equity funds in the past 10 years in Latin America. As of September 30, 2020 and December 31, 2019, our assets under management, or AUM, was US$12.7 billion and US$14.7 billion, respectively, with 16 and 15 active funds, respectively, as of the same dates, and our investment portfolio was composed of over 55 and 50 companies and assets, respectively, as of the same dates. Our size and performance over our 32-year history also make us one of the most significant emerging markets-based private markets investments managers. We seek to provide global and Latin American investors with attractive investment products that allow for portfolio diversification and consistent returns. Our investment approach seeks to take advantage of sizable opportunities in Latin America while mitigating risks such as macroeconomic and foreign exchange volatility. We do so by focusing on resilient sectors largely uncorrelated with macroeconomic factors driving operational value creation, and partnering with entrepreneurs and management teams to develop some of the leading platforms in the region. Our strategy, applied since 1994 in our flagship private equity products (US$7.2 billion and US$8.5 billion in AUM as of September 30, 2020 and December 31, 2019, respectively, and in its 6th vintage) and since 2006 in our flagship infrastructure products (US$4.6 and US$4.8 billion in AUM as of September 30 2020 and December 31, 2019, respectively, and in its 4th vintage), has generated solid returns and sustained growth. The consolidated equal-weighted net internal rate of return, or IRR, in U.S. dollars for all our flagship private equity and infrastructure products since inception was 28.3% and 28.8% as of September 30, 2020 and December 31, 2019, respectively (30.1% and 30.7% in Brazilian reais, respectively). We have overseen the deployment of more than US$17.0 billion through capital raised by our products, capital raised in IPOs and follow-ons, debt raised by underlying companies and capital expenditures sourced from operational cash flow of underlying companies, with more than 90 investments and over 215 underlying acquisitions as of September 30, 2020. Our successful track record derived from our strategy and our strong capabilities has attracted a committed and diversified base of investors, with over 300 Limited Partners, or LPs, across four continents, including some of the world s largest and most important sovereign wealth funds, public and private pension funds, insurance companies, funds of funds, financial institutions, endowments, foundations, and family offices. We have built long-term and growing relationships with our LPs: as of September 30, 2020, more than 60% of our current LPs have been investing with us for over 10 years and approximately 80% of our capital raised came from LPs who invested in more than one of our products. We believe our strategy and team have benefited from the investment of our partner, The Blackstone Group Inc., one of the world s leading investment firms, which has held a non-controlling interest in our firm since 2010. We believe our historical returns in U.S. dollars are particularly notable in view of the levels of currency volatility and our historically limited use of leverage, which, we also believe, made us better investors focused on value creation, strategy execution and operational excellence, with more limited reliance upon financial engineering. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We and the selling shareholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JANUARY 19, 2021 PRELIMINARY PROSPECTUS 26,650,000 Class A Common Shares Patria Investments Limited (incorporated in the Cayman Islands) This is an initial public offering of the Class A common shares, US$0.0001 par value per share of Patria Investments Limited, or Patria. Patria is offering 16,650,000 of the Class A common shares to be sold in this offering. The selling shareholder identified in this prospectus is offering 10,000,000 of the Class A common shares to be sold in the offering. We will not receive any proceeds from the sale of Class A common shares by the selling shareholder. Prior to this offering, there has been no public market for our Class A common shares. It is currently estimated that the initial public offering price per Class A common share will be between US$14.00 and US$16.00. We have applied to list our Class A common shares on the Nasdaq Global Select Market, or Nasdaq, under the symbol PAX. Following this offering, our existing shareholders, Patria Holdings Limited, or Patria Holdings, and Blackstone PAT Holdings IV, L.L.C., or Blackstone, will beneficially own 80.06% of our issued and outstanding share capital, assuming no exercise of the underwriters option to purchase additional shares referred to below. The shares held by Patria Holdings are Class B common shares, which carry rights that are identical to the Class A common shares being sold in this offering, except that (i) holders of Class B common shares are entitled to 10 votes per share, whereas holders of our Class A common shares are entitled to one vote per share, (ii) Class B common shares have certain conversion rights, and (iii) holders of Class B common shares are entitled to preemptive rights in the event that additional Class A common shares are issued in order to maintain their proportional ownership interest. For further information, see Description of Share Capital. As a result, Patria Holdings will control approximately 94.1% of the voting power of our issued and outstanding share capital following this offering, assuming no exercise of the underwriters option to purchase additional shares. We are an emerging growth company under the U.S. federal securities laws as that term is used in the Jumpstart Our Business Startups Act of 2012 and will be subject to reduced public company reporting requirements. Investing in our Class A common shares involves risks. See Risk Factors beginning on page 26 of this prospectus. Per Class A common share Total Initial public offering price US$ US$ Underwriting discounts and commissions US$ US$ Proceeds, before expenses, to us(1) US$ US$ Proceeds, before expenses, to the selling shareholder(1) US$ US$ (1) See Underwriting for a description of all compensation payable to the underwriters. We and the selling shareholder have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to 3,997,500 additional Class A common shares at the initial public offering price, less underwriting discounts and commissions. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We and the selling shareholder expect to deliver the Class A common shares against payment in New York, New York on or about , 2021 through the facilities of the Depository Trust Company. Global Coordinators J.P. Morgan BofA Securities Credit Suisse Joint Bookrunner Goldman Sachs & Co. Co-Managers Bradesco BBI BTG Pactual Ita BBA Keefe, Bruyette & Woods Santander XP Investments A Stifel Company The date of this prospectus is , 2021. Table of Contents observe any restrictions relating to, the offering of our Class A common shares and the distribution of this prospectus outside the United States. We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate name, logos and website names. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the and symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names. Market data used throughout this prospectus is based on management s knowledge of the industry and the good faith estimates of management. All of management s estimates presented are based on industry sources, including analyst reports and management s knowledge. We also relied, to the extent available, upon management s review of independent industry surveys and publications prepared by a number of sources and other publicly available information. We are responsible for all of the disclosure in this prospectus and we believe that each of the publications, studies and surveys used throughout this prospectus are prepared by reputable sources and are generally reliable, though we have not independently verified market and industry data from third-party sources. None of the publications, reports or other published industry sources referred to in this prospectus were commissioned by us or prepared at our request. We have not sought or obtained the consent of any of these sources to include such market data in this prospectus. All of the market data used in this prospectus involves a number of assumptions and limitations and therefore is inherently uncertain and imprecise, and you are cautioned not to give undue weight to such estimates. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in Risk Factors in this prospectus. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. Unless otherwise indicated or the context otherwise requires, all references in this prospectus to Patria or the Company, we, our, ours, us or similar terms refer to Patria Investments Limited, together with its subsidiaries; Patria s consolidated financial statements are included elsewhere in this prospectus. All references to Patria Brazil refers to Patria Investimentos Ltda. The term Brazil refers to the Federative Republic of Brazil and the phrase Brazilian government refers to the federal government of Brazil. Central Bank refers to the Brazilian Central Bank (Banco Central do Brasil). References in the prospectus to real, reais, Brazilian real, Brazilian reais, or R$ are to the Brazilian real, the official currency of Brazil. References to U.S. dollar, U.S. dollars or US$ refer to U.S. dollars, the official currency of the United States of America and our functional currency. Unless stated otherwise, we have translated real amounts into U.S. dollars using a rate of R$5.641 to US$1.00, the commercial purchase rate for U.S. dollars as of September 30, 2020 as reported by the Central Bank. All references to the Companies Act are to the Companies Act (2020 Revision) of the Cayman Islands as may be amended from time to time. All references to emerging growth company shall have the meaning associated with that term in the Jumpstart Our Business Startups Act of 2012. Table of Contents Consistent with our entrepreneurial culture and our aim to provide attractive investment opportunities to our growing and progressively more sophisticated client base, we have applied our core competencies to develop other products around our strategy. From our initial flagship private equity funds, we developed other investment options, such as our successful infrastructure funds, co-investments funds (focused on successful companies from our flagship funds) constructivist equity funds (applying our private equity approach to listed companies), as well as other products based on our Brazil-specific products, such as our real estate and credit solutions funds. As of September 30, 2020, we had 157 professionals, of which 46 were partners and directors, 20 of these working together for more than ten years, operating in ten offices around the globe, including investment offices in, Montevideo (Uruguay), S o Paulo (Brazil), Bogot (Colombia), and Santiago (Chile), as well as client-coverage offices in New York and Los Angeles (United States), London (United Kingdom), Dubai (UAE), and Hong Kong (China) to cover our LP base, in addition to our corporate business and management office in George Town (Cayman Islands). Distribution Structure | Global Presence Source: Internal analysis. As of September 30, 2020. Geographic allocation does not include Patria GP commitments. (1) The real/U.S. dollar exchange rate reported by the Central Bank was R$5.641 per US$1.00 on September 30, 2020. Our Business As an asset manager, our AUM is one of our most important key performance indicators, or KPIs, illustrating the evolution of our business in size, products, and capacity to generate revenues. We believe that the growth of our AUM is directly supported by our performance, and our ability to invest these assets to produce attractive risk-adjusted returns. Our calculation of AUM may differ from the calculations of other investment managers and, as a result, may not be comparable to similar metrics presented by other investment managers. AUM is defined in the section Presentation of Financial and Other Information Certain Terms Used in this Prospectus as KPIs to Measure Operating Performance. From December 31, 2009 to December 31, 2019, our AUM increased from US$2.4 billion to US$14.7 billion at a compounded annual growth rate, or CAGR, of 20% per year (and an AUM of Table of Contents Table of Contents US$12.7 billion as of September 30, 2020). Our fee earning AUM, or FEAUM, defines the effective capital managed by us on which we derive management fees at a given time and as of September 30, 2020 and December 31, 2019 was US$6.9 billion and US$6.8 billion, respectively. As of December 31, 2019, further to the US$6.8 billion, we had a balance of over US$3 billion of committed capital to be deployed by our funds which were paying fees over the deployed capital, indicating a US$3 billion potential additional FEAUM (US$3.2 billion as of September 30, 2020). For more details on our annual performance, see Business Our Business. Our AUM, in addition to our FEAUM, considers the appreciation of the assets and the capital under management which is not generating management fees at a given time, such as the committed and not yet deployed capital of funds, which charge management fees over the deployed capital. Another important indicator is our performance revenue eligible AUM, as it represents the total capital at fair value, on which performance fees and/or incentive fees could be earned if certain targets are met. As of September 30, 2020 and December 31, 2019 approximately 80% of our total AUM was Performance Revenue Eligible AUM. The following chart illustrates our AUM growth curve: AUM Patria (US$ billion) (1) Brazil-specific products include Real Estate and Credit funds, and our Constructivist Equity Fund. There can be no guarantee that we will achieve comparable growth metrics in the future. As of September 30, 2020 and December 31, 2019, approximately 90% of our AUM was concentrated in our two flagship products: private equity and infrastructure. Our Brazil-specific products include private credit funds and real estate funds, in addition to our Constructivist Equity Fund, or CEF, detailed below. We have developed our private equity products since 1994, applying our investment approach to create leading companies in resilient sectors, such as healthcare and logistics. As of September 30, 2020 and December 31, 2019, our private equity product was in its 6th vintage with over US$7.2 billion and US$8.5 billion of AUM, respectively, with approximately 40 investments and 200 underlying acquisitions for the same periods. As of September 30, 2020 and December 31, 2019, the consolidated cash-weighted net IRR since inception for all our private equity products was 13.7% and 16.1% in U.S. dollars and 20.4% and 20.8% in Brazilian reais, respectively, with limited use of leverage. We believe we have built one of the leading infrastructure investment products in Latin America in terms of AUM, considering our US$4.6 billion and US$4.8 billion of AUM as of September 30, 2020 and December 31, 2019, respectively, and offered approximately US$1.0 billion of co-investment opportunities to date since its inception in 2006. As of September 30, 2020 and December 31, 2019, our infrastructure products had a consolidated cash-weighted net IRR since inception of 4.8% and 10.1% in U.S. dollars and 19.5% and 20.3% in Brazilian reais, respectively. Table of Contents Table of Contents Our CEF was launched in 2014 as a natural evolution of our successful private equity products, in order to take advantage of value creation opportunities in publicly listed companies in Brazil, while allowing clients access to our investment approach by means of a more liquid product. As of September 30, 2020 and December 31, 2019, our CEF had approximately US$200.0 million of AUM and a net compounded annualized return of 34.3% and 40.1% in Brazilian reais, or 16.2% and 26.7% in U.S. dollars, respectively. Market Opportunity The global savings industry has been impacted over the last decades by a liquidity boom that has made the global financial asset base grow from 6.5x global gross domestic product, or GDP, in 1990 to nearly 10x GDP in 2019. According to Preqin, AUM across private markets reached an all-time high of US$7.3 trillion in 2019 (excluding hedge funds and funds of funds), almost doubling since 2014. Private markets AUM grew at a compounded annual rate of approximately 13.4% in the last five years, outperforming the already favorable 9% per year recorded during the 2010-14 period. Similarly, with respect to capital raising, 2017 marked the first time that capital raised activity in private markets exceeded that of public markets in the United States, while the number of listed companies in the main U.S. stock markets fell to 4,397 in 2018 against a peak of approximately 8,100 in 1996. We believe that the industry trends and opportunities in Brazil and in Latin America more broadly are similar. According to the Brazilian Financial and Capital Markets Association (Associa o Brasileira das Entidades dos Mercados Financeiro e de Capitais), or ANBIMA, the total private markets asset base in Brazil has experienced a compound annual growth rate of 23% from 2009 to 2019, reaching an all-time-high of R$625.0 billion (approximately US$120.0 billion) in 2019 making private markets one of the fastest-growing asset classes within the asset management industry in the country. Yet, relative to other more developed economies, private markets in Brazil and elsewhere in Latin American are still in early stages and we expect inflows to such asset classes to strengthen. The solid growth of investments in private markets, both in Brazil and Latin America as well as globally, has been driven by secular trends that we believe will continue to boost investor s allocation to the industry, including the following: Significant liquidity available in financial markets, given the solid expansion in investible capital from institutional investors and individuals BCG s 2020 Global Assets Management Report shows that total global market AUM grew 7% per year between 2014 and 2019, and forecasts it will grow 4% per year for the following 5 years (2019-2024). Private markets AUM is expected to grow even faster. According to Preqin s The Future of Alternatives 2020 study, private markets AUM is expected to reach US$12.9 trillion by 2025 with a 12.4% CAGR from 2020 to 2025. According to Preqin, institutional investors plan to increase allocations across most asset classes within private markets, particularly in real estate (51% of respondents), infrastructure (66%), private debt (67%), and private equity (79%). Institutional Investors searching for higher returns as they face challenges to reach their target returns in a low-yield environment In the United States alone, the liability gap of U.S. public pension funds has widened substantially, reaching US$4.9 trillion by September 30, 2020, or close to 45% in assets-to-liabilities ratio, or A/L, from approximately US$1.6 trillion (67% A/L) in 2007. Given the business dynamics of institutional investors, allocation horizons tend to be longer, and illiquidity characteristics of private markets are usually tolerated in exchange for the prospect of higher returns. Indeed, allocations from pension funds into private markets assets has grown substantially in recent years and are expected to continue as one of the strategies to reduce such liability gap. Family offices, private banks and HNWIs, who are seeking higher yields Private markets have historically been an investment alternative mostly for institutional players. In recent years, however, Table of Contents Table of Contents general partners, or GPs, and other private asset distributors have realized the significant potential and latent demand of other segments such as family offices, high net worth individuals, or HNWIs, and retail investors. According to data from Morningstar, total AUM of listed alternative open-ended funds and exchange-traded funds, or ETFs, in Europe grew from less than EUR50.0 billion in 2008 to close to EUR450.0 billion in 2018, a 9.3x increase in the period. A survey from UBS with 360 family offices globally showed that alternatives and private market investments already hold an almost equal share in their portfolios compared to more traditional assets such as public equities and fixed income products (41.2% vs. 48.7%, respectively), and that capital allocation to the first group is likely to increase in the future in light of these families expectations three out of the five most cited asset classes for allocation increase are private markets products, with private equity leading the list. Consistent historical outperformance of private markets vs. public markets A key benchmark used by investors and managers to assess investments in private markets is to compare their returns to the public markets equivalent, or PME, as both markets involve primarily equity investments. The PME methodology replicates the same investment cash flow (based on contributions and distributions) seen in a private equity investment to a chosen public market index and estimates its return. Historically, private markets funds returns have generally outperformed public markets investments, as shown by calculations using PME. A study from Cambridge Associates indicates an outperformance spread in returns of 460 bps for the S&P 500 modified public market equivalent methodology (which replicates private investment performance under public market conditions), or mPME, and more than 1,300 bps for the MSCI Europe mPME in favor of their private market counterparts over a five-year time horizon ending in March 2020, and the same picture holds irrespective of the period of analysis (5, 10 or 20 years). Please see the chart titled Horizon pooled return compared to modified Public Market Equivalent (mPME) | As of March 31, 2020 in Industry Global Private Markets Consistent historical outperformance of private markets vs. public markets for additional information on the historical outperformance of private markets compared to public markets. Development of liquidity alternatives through secondary funds The secondary market for private markets assets is key to the development of the industry, as it creates a liquidity alternative for investors, reducing the typical withdrawal restrictions and consequently boosting appetite for new allocations. The global AUM of secondary products grew at a 14% CAGR from 2010 to 2019, coming from a robust average growth of 10% per year from 2010-2015 and accelerating to 18% per year from 2016-2019, reaching a total of US$300.0 billion globally (please see the chart titled Secondaries AUM by Year (US$ billion) in Industry Global Private Markets Consistent historical outperformance of private markets vs. public markets for details of the AUM curve). In addition to these secular trends, we believe there is a specific opportunity in Latin America given the very low penetration of private markets asset base to GDP in comparison to other more mature markets. Private markets asset base in Brazil, for example, represents only 2.4% of the Brazilian GDP compared to an average of 8.3% of GDP globally and between 10% and 30% in countries such as Canada, Singapore, the United States and the United Kingdom. Moreover, we believe that Latin America, given its lower correlation to the U.S. and E.U. economies, represents a favorable diversification alternative for global investors who seek to rebalance their portfolios and increase exposure to emerging markets. We believe we are also uniquely positioned to reap the benefits of a fast-developing Latin American market in capital raising. We also see three additional regional trends are likely to increase participation of local institutional and private investors in Latin America s private markets: Low interest rates In Brazil, for example, interest rates had historically been in double digits for local currency debt, and through successive decreases, reached 4.50% p.a. as of December 31, 2019, further decreasing over the course of 2020 to 2.00% p.a. as from August 5, 2020. This trend, to varying Table of Contents degrees occurred in other markets in the region, greatly accelerated the regional transformation of domestic capital markets, which are now able to provide more effective financing for consumer spending and firms operations as local currency debt becomes affordable. This also accelerated a broad portfolio reallocation by individuals, institutional investors and family offices, who, seeking returns, started to move from traditional instruments and into new investment options, which has fueled a boom in local listings in the public markets, and also to private markets. Bank disintermediation Particularly in Brazil, whose traditional banking system concentrated over 90% of assets under custody in 2018 and since then has seen the emergence of independent brokers and advisors that have flourished based on a value proposition focused on better service and a broader and more cost-effective product portfolio. Increased local financial awareness As shown not only by the recent trends in the number of registered customers in the B3 S.A. Brasil, Bolsa, Balc o, or B3, Latin America s largest stock exchange market, which more than quadrupled in the last three years, but also by the number of listed alternative products such as real estate investment trust, or REITs, which grew from 26 in 2017 to 70 in 2019, with an increase in trading volume of more than 4.5x in the same period. Our Competitive Strengths Since our inception, we have grown to become one of the leading private markets firms focused on investing in Brazil and elsewhere in Latin America in terms of capital raised. We believe the following competitive strengths allow us to capitalize on industry trends and position us well for future growth: Sustained strong investment performance track record across market cycles. We have produced strong long-term investment performance across our product offerings, generating consistent outperformance relative to benchmarks. Since our inception in 1994 and as of September 30, 2020, we managed the deployment of more than US$17.0 billion through capital raised by our products, capital raised in primary offerings in IPOs and follow-ons, debt raised by underlying companies and capital expenditures sourced from operational cash flow of underlying companies, encompassing more than 90 investments and over 215 underlying transactions. As of December 31, 2019, approximately 51% and 66% of the total invested capital since inception for our flagship private equity and infrastructure products were marked above 2.0x MOIC in U.S. dollars and Brazilian reais, respectively (35% and 56% as of September 30, 2020, respectively). In addition, only 7% and 3% were marked below 1.0x MOIC in U.S. dollars and Brazilian reais, respectively (15% and 8% as of September 30, 2020, respectively). As of December 31, 2019, when compared to PMEs, based on the MSCI Latin America and MSCI Emerging Markets indexes, our flagship funds delivered attractive excess returns. Infrastructure generated 10.1 percentage points, or p.p., above the PME MSCI LatAm and 7.2 p.p. over PME MSCI EM, while our flagship private equity funds generated 7.0 p.p. over PME MSCI LatAm and 8.5 p.p. over PME MSCI EM. As of September 30, 2020 and December 31, 2019, the cash-weighted net IRR consolidated for all our flagship private equity and infrastructure products since inception was 10.6% and 14.4% in U.S. dollars and 20.2% and 20.7% in Brazilian reais, respectively. As of September 30, 2020 and December 31, 2019, our equal-weighted net IRR, which is another usual metric to measure performance, was 28.3% and 28.8% in U.S. dollars and 30.1% and 30.7% in Brazilian reais, respectively. We believe these results place us among the top private markets managers in the region in terms of performance. As of December 31, 2019, our flagship private equity products have returned a pooled cash-weighted net IRR of 16.1%, which exceeds the average of Latin American private equity managers by 13.0 p.p. Table of Contents Even comparing to emerging Asia, which is recognized as a high growth region, our private equity funds delivered a 4.3 p.p. premium in 2019. Additionally, our returns have consistently placed our flagship private equity products in the top quartile of performance of funds in emerging markets in most vintages according to Hamilton Lane and Cambridge Associates. We believe an important driver in our ability to generate attractive returns is our ability to create operational value. We typically pursue investment strategies that can enable value to be created through operational improvements, without depending on economic cycles or financial engineering. We estimate that nearly 60% of value added to our private equity investments generally comes from direct operational improvements, such as revenue growth and margin expansion, and with respect to our infrastructure investments, from capturing a development premium on green-field projects. We estimate that the remainder of the value added to our private equity investments comes largely from the multiple premium we capture by consolidating small to medium sized companies into sector leaders. In addition, our analytical tools, research capabilities, databases and processes have been developed and refined over more than 30 years of experience in successful private markets investing, creating an investment methodology that is repeatable and sustainable, but difficult for competitors to replicate. Strong client relationship model and capital raising capabilities. We are one of the leading private markets firms in Latin America in terms of capital raised and therefore are among the world s largest institutional investors focused on investments in Latin America. We have raised a total of US$16.6 billion since inception as of September 30, 2020, with a total of US$8.7 billion raised since 2015 including co-investments. Preqin s 2020 Global Private Equity & Venture Capital Report ranks us as the number one fund manager by total capital raised for private equity funds in the past ten years outside North America, Europe and Asia. Our capital raising capabilities rely on a team of 22 individuals ranging from client coverage and product-specialists to investor relations officers. Our product specialist officers in the investment team have deep knowledge of investment and portfolio strategy and performance, not only to keep LPs and prospective LPs well-informed but also to promote a clearer understanding and deeper appreciation of our strategy, thus facilitating a richer dialogue and exchange and fostering a stronger bond with our LPs. We have accumulated years of data regarding the investment criteria and transaction behavior of many LPs, and we are well-positioned to match our clients with the most appropriate investment opportunities. Our ability to access key decision makers, to understand our clients well, to respond to their needs and priorities, and to make our message well-understood is translated into strong capital raising and distribution capabilities that, although positively supported by investment performance, we believe is recognized by our clients as one of our distinctive strengths. We believe our capital raising capabilities are scalable to support our growth plans, based on our team, disciplined relationship-model and systematic go-to-market approach. Highly attractive and scalable business model with robust growth trajectory. We participate in an industry that is growing rapidly. We believe we are among the market leaders in our industry in Latin America and have a strong reputation in investing and client service and our goal is to exceed the industry s growth rate, driving continued expansion of our recurring management fees and incremental performance fees. From 2009 to 2019, our AUM increased at a compound annual growth rate, or CAGR, of 20%. For details on our AUM growth, see Our Business AUM Patria (US$ billion) and number of funds. We have a strong business with two main revenue streams: management fees and performance or incentive fees. The first provides us with highly predictable cash flows, as we enter into closed ended fund management agreements with our LPs, usually with terms of 10 to 12 years. As of December 31, 2019, based on our annual estimates, over 80% of our total management fees projected for the next three years were already contracted, considering our investment and divestment forecasts and the expected performance of evergreen funds. As of December 31, 2019, 74% of our Table of Contents committed capital had a remaining tenor of over five years, while 23% was from three to five years, and only 2% was below three years, in addition to 1% of perpetual capital. As of September 30, 2020, 73% of our committed capital had a remaining tenor of over five years, while 13% was from three to five years, and 12% was below three years, in addition to 3% of perpetual capital. Performance fees give us the possibility of upside remuneration associated with performance. As of September 30, 2020 and December 31, 2019 the sum of our non-realized performance fees was over US$60.0 million and US$290.0 million, respectively. This metric is defined in the section Presentation of Financial and Other Information Certain Terms Used in this Prospectus as KPIs to Measure Operating Performance. As of September 30, 2020 and December 31, 2019, 86% and 85% of our AUM was eligible for performance revenue and 79% and 78% was subject to catch-up of which 89% and 87% was subject to full catch up, respectively. The full catch-up clause is intended to make the manager whole so that the performance fee is a function of the total return and not solely the return in excess of the preferred return. Given the highly recurring nature of our earnings, we have paid substantial dividends. In the nine months ended September 30, 2020 and in the years ended December 31, 2019 and 2018, dividends paid to our shareholders were US$39.5 million, US$46.9 million and US$38.0 million, respectively. The long-lived, stable nature of our positive working capital enhances the resiliency of our business model. The nature of our operations enables us to collect part of our management fees at the beginning of each semester (as deferred revenues typically recorded in interim periods) before incurring day-to-day business expenses. Adding to the strength of our balance sheet, we do not have relevant debt obligations and do not depend on leverage to grow. Our exponential growth in AUM was accompanied by relevant investments in our systems and back-office. Automatized and efficient, our back-office is scalable for larger volumes of investments and can accommodate growth without material investments in infrastructure. Seasoned management team with entrepreneurial spirit and professional culture. As of September 30, 2020 we had a senior management team, comprised of 46 members, who averaged 20 years of investment experience. Most of our partners have been working together for more than 15 years, while partners and directors for more than 10 years on average. The senior team is highly aligned with our clients objectives, as approximately 3.5% of the capital commitments to our active funds as of December 31, 2019 were made by the partners and the Patria team. Our team includes more than 64 investment professionals who are focused on private markets investing and 22 client coverage professionals based in S o Paulo, New York, Los Angeles, London, Dubai, and Hong Kong. Our team blends professionals with complementary competences and experiences, who bring different perspectives to our investment and management decisions, all of whom are committed to sustainable solutions and fully adherent to environmental, social and governance, or ESG, standards. Our operating partners, usually, former C-level executives from the sectors in which we invest, our value creation team staffed by senior functional specialists, and our transactions group of M&A specialists complement the business development competences of our investment team. We also have what we believe to be one of the best entry level programs in our sector: Patria Academy, our internship program with approximately 100 applicants per position. We also offer our employees the opportunity to rotate between multiple roles. For more information on our management, see Management. Our entrepreneurial spirit, professional culture, and partnership proposition disseminated at scale are powerful variables that contribute to our execution capabilities and most importantly to the attraction and retention of talents across all of our different areas. We believe that our recognized brand, aligned with our award-winning internship program, allows us to attract the best in class students from top universities constantly sourcing young talents. Our name, together with our cutting edge deals, and our multiple and challenging career paths attract the best people in the market. Our culture, aligned with a meritocratic environment and a partnership open to all and fast career development, help us to retain our talents. Unparalleled brand equity as one of the thought leaders in the region. The performance of our funds attracts and retains many of the largest and most relevant institutional global investors. We evolved to become Table of Contents one of the trusted partners to many of our clients in Latin American investment decisions. The recognition from such renowned investors reinforces our brand equity and strongly leverages our capital raising capabilities to attract new investors and increase our share of wallet of current clients. Our more than 30 years of successful investments in Latin America have made Patria one of the most recognized private markets investors in the region, especially in the industries in which we focus. Our strong reputation in the Latin American business community attracts talented entrepreneurs, who naturally approach us when seeking a partner to grow, allowing Patria to invest at attractive entry valuations. Divestment activities are also positively impacted by our brand equity recognition. Public markets and large corporations, which are the usual buyers of our portfolio companies, recognize our track record of building and structuring great companies, with good governance, teams and processes. Business Growth Strategy The alternative investment industry has experienced significant and consistent growth, which we expect to continue and contribute to our future growth. Given our market position as one of the leaders in terms of capital raised and strong reputation in investing and client service, our objective is to continue to leverage the following strategic advantages to exceed the industry growth rate. We believe that the following will continue to serve as the primary drivers of our growth: Grow addressable market. Alternative investments are expected to continue to grow vigorously and sustainably in the long-term. According to Preqin s The Future of Alternatives 2020 study, private markets AUM is expected to reach US$12.9 trillion by 2025 with a 12.4% CAGR from 2020 to 2025. We believe that many global investors are currently underinvested in private markets asset classes and that capturing capital inflows into private capital investing from international global markets represents a significant growth opportunity for us. We believe that global investors will increasingly: (i) search for higher returns, especially by institutional investors, as they face challenges to reach target returns or to close actuarial gaps, (ii) seek more exposure to the consistent historical outperformance of private versus public markets, and (iii) make use of significant liquidity available in financial markets. We believe the penetration of Latin America investments as a share of total global private markets investments can increase from the historically low levels. According to Preqin database, as of December 2019, AUM managed by Latin American managers accounted for less than 1% of global AUM, while Latin America GDP in 2019 represented 6% of global GDP. We believe that the volume of capital flowing to private markets in Latin America will increase substantially, driven by positive economic and currency cycles and the low correlation between the Brazilian economy and global economy, which makes Brazil an attractive diversification alternative for global investors. In addition, Brazil has been experiencing unprecedented low interest rates, supporting a financial deepening that may drive a substantial reallocation of local capital into private market investments. Continue to diversify and grow our client base of large global investors. We have a strong, diversified and sophisticated client base of over 300 LPs, of which the top 20 investors accounted for US$4.7 trillion in AUM across private markets. As of September 30, 2020, our investors include: (i) 6 of the world s 10 largest sovereign wealth funds (including LPs with indirect investments); (ii) 10 out of the world s 20 largest pension funds; and (iii) 6 out of the US s 10 largest pension funds. As of September 30, 2020, more than 60% of total commitments to our funds were made from LPs investing with us for over 8 years. From 2014 to September 2020, the commitments among recurring clients increased by over 33% for our flagship products. We intend to continue to expand our relationships with existing clients and also intend to capitalize on significant opportunities in new client segments globally and in Brazil, such as high-net-worth individuals, regional and local institutional Table of Contents investors and also mass affluent investors. We believe these investors offer an attractive opportunity to further diversify and grow our client base because many of them only recently have begun to invest in, or increase their allocations to, private markets investments. Continue to increase our innovative private markets product portfolio. Starting from our traditional private equity platform, we developed a wide range of products to better meet the needs of our ever-growing client base. Today, our portfolio comprises sophisticated private equity and infrastructure funds as well as more accessible products such as our Constructivist Equity Fund and listed real estate funds. We believe there is growing demand for an expanded product offering leveraging on our investment approach and current capabilities, which could address the specific needs of both our current global institutional client base and potential Latin American investors, including institutional funds, private wealth managers and the affluent retail investors. We expect to continue developing new offerings, including, for example, more co-investment alternatives and sector- or thematic-focused funds (e.g. Core Infrastructure and Impact Private Equity). Expand access to channels. While we have established a solid direct communication program with global institutional investors, we aim to continue leveraging our existing investor relations and marketing capabilities to access new relationships and investor segments. In addition to continuing to cultivate our rich direct relationship with our current global client base, we expect that deepening our relationship with distributors, private banks, and digital platforms may significantly enhance the marketing potential of our products in Brazil, in Latin America, and globally. Tap a growing demand for private market investment products in Latin America. We believe that we are uniquely positioned to reap the benefits of secular trends in Latin America that are driving growing demand for private market investment products. Historically low interest rates coupled with bank disintermediation create opportunities for growth. We believe our platform has the investment track record and distribution expertise required to expand our capital raising in Latin America by leveraging and expanding our existing local investment products, such as our CEF, which as of September 30, 2020 had approximately US$200.0 million of AUM and a net compounded annualized return of 34.3% in Brazilian reais or 16.2% in U.S. dollars. Why We Are Going Public We have decided to become a public company for the following reasons: to fund our future GP capital commitments in light of our expansion plan; to become even more attractive by way of having publicly-traded securities that can be used as consideration for mergers and acquisitions, boosting our competitive advantages as a buyer and as a partner for other platforms; to enhance our ability to continue investing in our teams, both by providing attractive equity compensation packages to our existing employees and by bringing new talents to our organization; and to accelerate our growth through acquisitions, consolidating our position as a leading private markets investment firm in terms of capital raising in Brazil and Latin America. Recent Developments Our and our funds results for the three months and the year ended December 31, 2020 are not yet complete and will not be available until after the completion of this offering. Accordingly, the following discussion reflects certain preliminary information regarding certain of our and our funds results and key performance indicators Table of Contents for these periods. The results and key performance indicators discussed below are preliminary and subject to revision based upon the completion of our and our funds year-end financial closing processes as well as the related audit of the results of operations for the year ended December 31, 2020. There is no assurance that these results are indicative of our or our funds final results for the three months and the year ended December 31, 2020 or in any future period. Preliminary Results for Fourth Quarter of 2020 and Full Year 2020 In the three months ended December 31, 2020, we expect: (i) our revenue from services (excluding performance fees) to have increased slightly as compared to the three months ended December 31, 2019, primarily as a result of higher revenues from management fees, partially offset by lower incentive fees; (ii) our Fee Related Earnings (FRE) to have increased slightly as compared to the three months ended December 31, 2019, as a result of the slightly higher revenue from services (excluding performance fees); and (iii) not to have Performance Fees realizations. In the year ended December 31, 2020, we expect: (i) our revenue from services (excluding performance fees) to have slightly decreased as compared to the year ended December 31, 2019, primarily as a result of the lower incentive fees of our CEF funds, partially offset by higher management fees; (ii) our cost of services rendered to have decreased as compared to the year ended December 31, 2019, primarily as a result of lower bonuses and rewards because of lower incentive fees related to CEF Funds; (iii) our Fee Related Earnings (FRE) to have increased as compared to the year ended December 31, 2019, primarily as a result of the lower cost of services rendered, partially offset by the lower revenue from services (excluding performance fees); and (iv) not to have Performance Fees realizations. Funds Returns The table below provides a comparison of returns for the periods indicated: For the Year Ended December 31, 2020 2019 2020 2019 Low High Actual Low High Actual (In US$) (In R$) Cash Weighted (Net IRR) Private Equity (core + co-investments) 15.7 % 16.3 % 16.1 % 22.2 % 22.6 % 20.8 % Infrastructure (core + co-investments) 5.6 % 6.6 % 10.1 % 18.7 % 19.7 % 20.3 % PE + Infra (core + co-investments) 12.8 % 13.6 % 14.4 % 21.5 % 22.1 % 20.7 % Equal Weighted (Net IRR) Private Equity (core + co-investments) 29.4 % 29.6 % 29.6 % 31.3 % 31.5 % 31.3 % Infrastructure (core + co-investments) 11.1 % 12.9 % 12.5 % 25.4 % 27.0 % 23.2 % PE + Infra (core + co-investments) 28.7 % 28.9 % 28.8 % 30.9 % 31.1 % 30.7 % Net Compounded Annualized Return CEF 19.6 % 19.6 % 35.7 % 35.7 % 40.1 % MSCI LATAM (Alpha in p.p.) Private Equity (core + co-investments) CW 11.6 12.2 7.0 Infrastructure (core + co-investments) CW 11.7 12.7 10.1 MSCI EM (Alpha in p.p.) Private Equity (core + co-investments) CW 7.1 7.7 8.5 Infrastructure (core + co-investments) CW 2.4 3.4 7.2 Table of Contents In 2020, considering mid-range returns, our funds achieved a home run ratio (defined as companies with market value at or above 2x multiple on invested capital, or MOIC) represented, for our flagship private equity and combined private equity and infrastructure products, 52% and 45% of the total equity value of the companies held by such funds in U.S. dollars, respectively (or 68% and 71% in Brazilian reais, respectively). Based on the same assumptions, our funds had a loss ratio (defined as companies with market value below 1x MOIC) of 12% and 12%, respectively (or 7% and 7%, in Brazilian reais, respectively). Assets under Management The following table presents certain key operating performance metrics for the periods indicated: For the Year Ended December 31, 2020 2019 Low High Actual (in US$ millions) Assets under management (AUM) 14,195 14,621 14,748 Private Equity AUM 8,480 8,775 8,511 Infrastructure AUM 4,662 4,758 4,765 Brazil-specific Products AUM 1,053 1,088 1,473 Fee earning AUM 7,564 7,862 6,870 Private Equity AUM 3,307 3,387 2,958 Infrastructure AUM 3,235 3,401 3,187 Brazil-specific Products AUM 1,022 1,074 724 Performance revenue eligible AUM 12,109 12,475 12,481 Private Equity AUM 7,624 7,890 7,461 Infrastructure AUM 3,810 3,889 4,071 Brazil-specific Products AUM 675 697 949 Non-realized performance fee 248 305 292 As of December 31, 2020, the expected AUM breakdown of our Brazil-specific Products was between: (i) US$253.1 million and US$266.1 million for Listed Equities (CEF); (ii) US$561.2 million and US$577.3 million for Real Estate; and (iii) US$238.9 million and US$245.0 million for Credit. Fundraising and Client Metrics In 2020, we raised US$1.4 billion in new capital, increasing our total historical fundraising volume to US$16.6 billion as of December 31, 2020 compared to US$15.2 billion as of December 31, 2019. Considering capital raised from Brazilian investors, in 2020 we raised R$3.0 billion of new capital, totaling R$7.3 billion since 2009. Capital Deployment In 2020, we deployed US$1.5 billion of capital from our funds. As of December 31, 2020, our private equity strategy had invested in 40 platforms with more than 240 transactions since inception, while our infrastructure strategy had invested in 20 platforms, 70% of which were newly created by us. In 2020, our private equity and infrastructure strategies carried out an aggregate of 37 transactions and new investment projects. Considering investments made in 2020, approximately 88% of capital deployed through our private equity and infrastructure strategies was allocated to our core investment sectors, given we deployed approximately 81% for private equity and 100% for infrastructure. Table of Contents Payment of Dividends On December 28, 2020, we paid dividends to our shareholders in an aggregate amount of US$25.0 million. In addition, we expect to pay dividends to our shareholders prior to the consummation of this offering in the aggregate amount of up to US$30 million. Cautionary Statement Regarding Preliminary Information The preliminary results and key performance indicators discussed above are subject to revision based upon the completion of our and our funds year-end financial closing processes as well as the related audit of the results of operations for the year ended December 31, 2020. The information presented herein should not be considered a substitute for full financial statements prepared in accordance with IFRS. We caution you that these preliminary results and indicators are not guarantees of future performance or outcomes and that actual results may differ materially from those described above. For additional information, see Cautionary Statement Regarding Forward-Looking Statements and Risk Factors. This information should be read in conjunction with Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this prospectus. Our Corporate Structure On December 1, 2020, we entered into a purchase agreement among Blackstone and certain of its affiliates, Messrs. Alexandre T. de A. Saigh, Olimpio Matarazzo Neto and Otavio Lopes Castello Branco Neto, or the Founders, and certain entities affiliated with the Founders, or the Founder Entities, and Patria Brazil, as part of a corporate reorganization pursuant to which (1) Patria Holdings acquired 100,000 of our common shares (prior to giving effect to the Share Split (as defined below)) (or 10% of our existing common shares) that were beneficially owned by Blackstone (the Purchase ) and (2) the 19.6% non-controlling interest in Patria Brazil currently held by Blackstone and the 29.4% non-controlling interest in Patria Brazil currently held by one of the Founder Entities will be reorganized as follows (the Roll-Up ): (i) the direct interest held by Blackstone in Patria Brazil will be contributed to us in exchange for three of our Class A common shares to be issued to Blackstone; and (ii) the direct interest held by such Founder Entity will be redeemed in its entirety at par value for a promissory note and one of the Founder Entities will contribute the promissory note to us, in consideration for which we will issue seven of our Class B common shares to Patria Holdings. We refer to these transactions collectively in this prospectus as our corporate reorganization. The Purchase closed on January 6, 2021 and the Roll-Up is expected to close in the first half of 2021. With respect to any dividend we pay in connection with the 2020 calendar year, we have agreed to pay the amount of such dividend relating to such 100,000 shares to Blackstone. Upon the consummation of our corporate reorganization, Patria Brazil will become a wholly-owned subsidiary of the Company. Additionally, on January 13, 2021, we carried out a share split of 117.0:1 or the Share Split. As a result, our share capital represented by 1,000,000 shares was increased to 117,000,000 shares. After accounting for the new Class A common shares that will be issued and sold by us in this offering and the Share Split, we will have a total of 133,650,000 common shares issued and outstanding immediately following this offering, an aggregate of 81,900,000 of these shares will be Class B common shares beneficially owned by Patria Holdings, and an aggregate of 51,750,000 of these shares will be Class A common shares beneficially owned by investors purchasing in this offering and Blackstone (in the aggregate). See Principal and Selling Shareholder. In addition, following the offering we will be a controlled company within the meaning of the Nasdaq corporate governance standards and as such plan to rely on available exemptions from certain Nasdaq corporate governance requirements. Table of Contents The following chart shows our corporate structure and equity ownership, after giving effect to this offering and our corporate reorganization. This chart is provided for illustrative purposes only and does not show all of the legal entities: Summary of Risk Factors An investment in our Class A common shares is subject to a number of risks, including risks relating to our business and industry, risks relating to Brazil and risks relating to the offering and our Class A common shares. The following list summarizes some, but not all, of these risks. Please read the information in the section entitled Risk Factors for a more thorough description of these and other risks. Risks Relating to Our Business and Industry The global outbreak of the novel coronavirus, or COVID-19, has caused severe disruptions in Latin America and global economies and is adversely impacting, and may continue to adversely impact, our performance and results of operations. Difficult market and geopolitical conditions can adversely affect our business in many ways, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition. A period of economic slowdown, which may be across one or more industries, sectors or geographies, could contribute to adverse operating performance for certain of our funds investments, which would adversely affect our operating results and cash flows. Table of Contents An increase in interest rates and other changes in the debt financing markets could negatively impact the ability of our funds and their portfolio companies to obtain attractive financing or refinancing and could increase the cost of such financing if it is obtained, which could lead to lower-yielding investments and potentially decrease our net income. If we cannot make the necessary investments to keep pace with rapid developments and change in our industry, the use of our services could decline, reducing our revenues. Our revenue, earnings, net income and cash flow can all vary materially and be volatile from time to time, which may make it difficult for us to achieve steady earnings growth on a quarterly basis and may cause the price of our Class A common shares to decline. Certain Factors Relating to Latin America Governments have a high degree of influence in the economies in which we operate. The effects of this influence and political and economic conditions in Brazil and Latin America could harm us and the trading price of our Class A common shares. Developments and the perceptions of risks in other countries, including other emerging markets, the United States and Europe, may harm the economy of the countries in which we operate and the trading price of our Class A common shares. Economic uncertainty and political instability in Brazil and other countries of Latin America, including as a result of ongoing corruption investigations, may harm us and the price of our Class A common shares. Inflation and government measures to curb inflation may adversely affect the economies and capital markets in some of the countries in where we operate, and as a result, harm our business and the trading price of our Class A common shares. Exchange rate instability may have adverse effects on the Brazilian and other countries of Latin American economies, which may, in turn affect our business and the trading price of our Class A common shares.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/PAYO_payoneer_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/PAYO_payoneer_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/PAYO_payoneer_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/PHVS_pharvaris_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/PHVS_pharvaris_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/PHVS_pharvaris_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/PRAX_praxis_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/PRAX_praxis_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e4f99342398bc0c40899d237a392ca1ea30f296b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/PRAX_praxis_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus and the information in our filings with the U.S. Securities and Exchange Commission, or the SEC, incorporated by reference in this prospectus. Unless the context otherwise requires, we use the terms Praxis, Company, we, us and our in this prospectus to refer to Praxis Precision Medicines, Inc. Company Overview We are a clinical-stage biopharmaceutical company translating genetic insights into the development of therapies for central nervous system, or CNS, disorders characterized by neuronal imbalance. Normal brain function requires a delicate balance of excitation and inhibition in neuronal circuits, which, when dysregulated, can lead to abnormal function and disease. We are applying insights from genetic epilepsies to broader neurological and psychiatric disorders, using our understanding of shared biological targets and circuits in the brain. We apply a deliberate and pragmatic precision approach, leveraging a suite of translational tools including novel transgenic and predictive translational animal models and electrophysiology markers, to enable an efficient path to proof-of-concept in patients. Through this approach, we have established a broad portfolio, including multiple disclosed programs across CNS disorders, including depression, epilepsy, movement disorders and pain syndromes, with three clinical-stage product candidates. Our insights into genetic mutations resulting in neuronal imbalance have enabled us to develop a pipeline addressing prevalent psychiatric and neurologic conditions and rare diseases, with the ability to expand into additional indications. We have established a broad portfolio, including multiple disclosed programs across CNS disorders, including depression, epilepsy, movement disorders and pain syndromes. We expect multiple topline clinical trial readouts from all three programs in the next year and anticipate the launch of a new clinical development program in 2021. We intend to develop differentiated therapies that can deliver long-term benefits to human health by meaningfully impacting patients and society. Below is a summary of our portfolio of disclosed programs, addressing either broad psychiatric and neurologic conditions or rare diseases, followed by a summary of our upcoming milestones. * PRAX-222 is a collaboration with Ionis Pharmaceuticals, or Ionis, and RogCon Inc. Ionis is eligible to receive royalties as a percentage of net product sales worldwide in the low-20s. ** SCN2A-LOF is a collaboration with The Florey Institute; collaboration includes 2 additional ASOs with undisclosed targets. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS (Subject to Completion) Dated May 11, 2021 PROSPECTUS 4,000,000 Shares Common Stock We are offering 4,000,000 shares of our common stock. Our common stock is listed on The Nasdaq Global Select Market under the symbol PRAX. The last reported sale price of our common stock on The Nasdaq Global Select Market on May 7, 2021 was $28.06 per share. The final public offering price will be determined through negotiation between us and the underwriters, and the recent market price used throughout the prospectus may not be indicative of the actual public offering price. We are an emerging growth company under applicable Securities and Exchange Commission rules and are subject to reduced public company reporting requirements for this prospectus and future filings. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Our business and an investment in our common stock involve significant risks. These risks are described under the caption Risk Factors beginning on page 12 of this prospectus. Per Share Total Public offering price $ $ Underwriting discounts(1) $ $ Proceeds, before expenses, to Praxis Precision Medicines, Inc. $ $ (1) See Underwriting beginning on page 33 of this prospectus for additional information regarding underwriting compensation. The underwriters may also purchase up to an additional 600,000 shares from us at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus. The underwriters expect to deliver the shares against payment in New York, New York on . BofA Securities Cowen Piper Sandler Wedbush PacGrow , 2021. Table of Contents PRAX-114 We are developing PRAX-114, an extrasynaptic GABAA receptor preferring positive allosteric modulator, or PAM, for the treatment of patients suffering from major depressive disorder, or MDD, and perimenopausal depression, or PMD. PRAX-114 is under development as a potentially differentiated treatment for a broad MDD population, as both a monotherapy and adjunctive therapy for both acute and maintenance treatment. We have a multi-cohort, three-part Phase 2a clinical trial ongoing in Australia. Parts A and C of the trial have been completed and were treating patients with MDD, and Part B is ongoing and has focused on patients with PMD. For all parts of the trial, PRAX-114 was generally well-tolerated. In Parts A and C, we observed marked improvements in depression scores in MDD patients within two weeks of treatment that were maintained throughout the treatment period. We expect complete topline data from Part B of the trial in the second half of 2021. We also have initiated the Phase 2/3 Aria Study for monotherapy therapy treatment of MDD and expect topline results in the first half of 2022. If positive, the Phase 2/3 trial is intended to serve as one of two registrational trials required by the FDA to support clinical efficacy to support registration of PRAX-114 for monotherapy treatment of MDD. In addition to the Phase 2/3 monotherapy trial, we intend to initiate a Phase 2 trial for adjunctive treatment of MDD in the third quarter of 2021. This trial will provide controlled data to support advancing a Phase 3 adjunctive MDD trial and will increase the understanding of the dose range for expected Phase 3 monotherapy and adjunctive treatment trials. We expect topline results from this Phase 2 trial in the first half of 2022. There is significant unmet medical need in MDD and PMD with over 22 million individuals suffering from depressive symptoms in the United States. Current pharmacological interventions suffer from multiple shortcomings including slow onset of efficacy, low remission rates and side effects that limit patient compliance. PRAX-114 targets an increasingly well-understood neuronal circuit in the brain that we believe, when properly modulated, can result in a robust and rapid antidepressant effect with an advantageous safety and tolerability profile. We believe that our PRAX-114 program has several advantages as compared to currently available therapies and product candidates in the GABAA PAM therapeutic class: Planned Path to a Potential Broad MDD Label. We have been diligently pursuing our strategy to advance PRAX-114 towards regulatory approval and commercialization to support a broad label in MDD that can be easily integrated into standard clinical practice. We intend to develop Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/PRCH_porch_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/PRCH_porch_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c492a0184340e5713705b5fee712f50af64f34e5
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/PRCH_porch_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights selected information appearing elsewhere in this prospectus or the documents incorporated by reference herein. Because it is a summary, it may not contain all of the information that may be important to you. To understand this offering fully, you should read this entire prospectus, the registration statement of which this prospectus is a part and the documents incorporated by reference herein carefully, including the information set forth under the heading Risk Factors and our financial statements. The Company Porch is a vertical software platform for the home, providing software and services to approximately 10,500 home services companies, such as home inspectors, moving companies, utility companies, warranty companies, and others. Porch helps these service providers grow their business and improve their customer experience. As a way to pay for the software and services, these companies connect their homebuyers to Porch, who in turn makes the moving process easier, helping consumers save time and make better decisions about critical services, including insurance, moving, security, TV/internet, home repair and improvement, and more. Background Porch Group, Inc., a Delaware corporation (the Company ), was originally known as PropTech Acquisition Corporation, a special purpose acquisition company, which completed its initial public offering in October 2017. On December 23, 2020 (the Closing Date ), the Company consummated its initial business combination (the Merger and the closing of the Merger, the Closing ) pursuant to that certain Agreement and Plan of Merger, dated July 30, 2020 (as amended by the First Amendment to the Agreement and Plan of Merger, dated as of October 12, 2020, the Merger Agreement ), by and among PTAC, PTAC Merger Sub Corporation, a Delaware corporation and wholly-owned subsidiary of PTAC ( Merger Sub ), Porch.com, Inc. a Delaware corporation ( Legacy Porch ), and Joe Hanauer, in his capacity as the representative of all Pre-Closing Holders (as defined in the Merger Agreement). Legacy Porch is considered the Company s accounting predecessor. Pursuant to the terms of the Merger Agreement, the Merger was effected on the Closing Date through the merger of Merger Sub with and into Legacy Porch, with Legacy Porch surviving as the surviving company and a wholly-owned subsidiary of the Company. Immediately prior to the effective time of the Merger (the Effective Time ), all issued and outstanding shares of Legacy Porch preferred stock, par value $0.01 per share (the Legacy Porch Preferred Stock ), were converted into shares of Legacy Porch common stock, par value $0.01 per share (the Legacy Porch Common Stock ), in accordance with Legacy Porch s fourth amended and restated certificate of incorporation. At the Effective Time, each outstanding share of Legacy Porch Common Stock, including Legacy Porch Common Stock held by pre-conversion holders of Legacy Porch Preferred Stock (other than shares owned by Legacy Porch as treasury stock, dissenting shares and restricted shares) and each outstanding Legacy Porch warrant that had an exercise price that was lower than the value of the portion of the merger consideration that would otherwise be issuable in respect thereof (the In-The-Money Warrants ) was cancelled and converted into the right to receive a pro rata portion of (i) cash consideration of $30 million and (ii) approximately 36.3 million shares of Common Stock. Additionally, holders of the outstanding shares of Legacy Porch Common Stock (other than shares owned by Legacy Porch as treasury stock, dissenting shares and restricted shares), the In-The-Money Warrants, and the outstanding options, restricted stock units and unvested restricted shares of Legacy Porch received on a pro rata basis a portion of 5,000,000 restricted shares of Common Stock ( Earnout Shares ) that will vest upon the achievement of certain earnout thresholds prior to the third anniversary of the Closing. On July 30, 2020, a number of purchasers (each, a Subscriber ) agreed to purchase from the Company at the Closing an aggregate of 15,000,000 shares of PTAC Class A Common Stock (the PIPE Shares ), for a purchase price of $10.00 per share and an aggregate purchase price of $150,000,000, pursuant to separate subscription agreements entered into effective as of July 30, 2020 and subsequently amended on October 12, 2020 (each as amended, a Subscription Agreement and such investment in the PIPE Shares by the Subscribers collectively, the PIPE Investment ). Pursuant to the Subscription Agreements, the Company gave certain registration rights to the Subscribers with respect to the PIPE Shares. The sale of the PIPE Shares was consummated concurrently with the Closing. Our Common Stock and our Warrants are currently listed on the NASDAQ Capital Market ( NASDAQ ) under the symbols PRCH and PRCHW, respectively. The rights of holders of our Common Stock and Warrants are governed by our second amended and restated certificate of incorporation (the Amended and Restated Charter ), our amended and restated bylaws (the Amended 1 Table of Contents and Restated Bylaws ) and the Delaware General Corporation Law (the DGCL ), and in the case of the Warrants, the Warrant Agreement dated as of November 21, 2019, duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent. See the section entitled Description of Securities. Recent Developments Definitive Agreement to Acquire Homeowners of America Holding Corporation On January 13, 2021, the Company entered into a definitive agreement to acquire Homeowners of America Holding Corporation ( HOA ), a leading property and casualty insurance company focused on products in the residential homeowner space, in a cash and stock transaction with consideration consisting of (i) $100,000,000, as adjusted in accordance with the terms of the definitive agreement, of which up to $25,000,000 may be payable in Common Stock at the election of the Company (the Stock Election ), (ii) 500,000 additional shares of Common Stock subject to the trading price of Common Stock exceeding $22.50 for twenty (20) out of thirty (30) consecutive trading days in the two (2) year period following the consummation of the HOA acquisition and (iii) a retention pool under the 2020 Porch Group, Inc. Stock Incentive Plan (the 2020 Plan ) of shares of restricted Common Stock in an amount equal to $510,000 and up to 100,000 options for acquisition of Common Stock to retain key employees of HOA, in each case upon the terms and subject to the conditions of the definitive agreement. The HOA acquisition is subject to state insurance regulatory approval and customary closing conditions. The HOA acquisition is expected to close in the second quarter of 2021. HOA is a managing general agent ( MGA ) and carrier hybrid with a strong reinsurance strategy that currently operates in six states. The HOA acquisition is expected to enable Porch to offer its own line of homeowner s insurance alongside its existing insurance agency which partners with many other top carriers and provide consumers with flexibility and choice. Acquisition of V12 Data On January 12, 2021, the Company acquired DataMentors Holdings, LLC d/b/a V12 Data ( V12 Data ), a leading consumer data and analytics platform with a focus on household and mover insights, data management and marketing activation, in a cash transaction for a total purchase price of approximately $22 million payable at closing, subject to customary adjustments, plus up to $6 million of contingent purchase price payments based upon the financial performance of V12 Data during the 2021 and 2022 calendar years. In addition, the Company has agreed to provide a retention pool under the 2020 Plan of up to 100,000 shares of restricted Common Stock to retain key employees of V12 Data and contingent compensation (subject to the achievement of certain post-closing milestones) of up to an additional $6 million in cash or shares of Common Stock (at the Company s election) to certain key employees of V12 Data. The V12 Data acquisition is expected to provide Porch with full-spectrum, enterprise-grade capabilities to capture the unique-to-the-market pre-mover marketing opportunity. Amendment to Senior Credit Agreement On January 13, 2021, Legacy Porch entered into an amendment (the Runway Amendment ) to the Loan and Security Agreement, dated as of July 22, 2021 (as amended, the Runway Loan Agreement ), with Runway Growth Credit Fund, Inc., as agent for a syndicate of lenders. Among other things, the Runway Amendment includes a commitment for a supplemental term loan in the aggregate amount of up to $10 million, reduces the interest rate payable on borrowed amounts, reduces certain financial covenants related to minimum revenue and extends the maturity date to December 2024. The Company is a guarantor of Legacy Porch s obligations under the Runway Loan Agreement. Please see the section entitled Management s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources for additional information.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/PRCT_procept_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/PRCT_procept_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..dfc6078c2347bd55c39b2a80306a5ba58501531b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/PRCT_procept_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1 RISK FACTORS 14 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 73 USE OF PROCEEDS 75 CAPITALIZATION 76 DIVIDEND POLICY 78 DILUTION 79 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 82 BUSINESS 101 MANAGEMENT 140 EXECUTIVE COMPENSATION 145 PRINCIPAL STOCKHOLDERS 158 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 161 DESCRIPTION OF CAPITAL STOCK 166 SHARES ELIGIBLE FOR FUTURE SALE 171 MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCK 173 UNDERWRITING 177 LEGAL MATTERS 184 EXPERTS 184 WHERE YOU CAN FIND MORE INFORMATION 184 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 __________________ We have not, and the underwriters have not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States We have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States. PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all the information that may be important to you. You should read the entire prospectus carefully, especially the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations, as well as our consolidated financial statements and related notes included elsewhere in this prospectus, before deciding to invest in our common stock. In this prospectus, unless the context requires otherwise, references to PROCEPT, the Company, we, us, and our, refer to PROCEPT BioRobotics Corporation. Our Company We are a commercial-stage surgical robotics company focused on advancing patient care by developing transformative solutions in urology. We develop, manufacture and sell the AquaBeam Robotic System, an advanced, image-guided, surgical robotic system for use in minimally-invasive urologic surgery with an initial focus on treating benign prostatic hyperplasia, or BPH. BPH is the most common prostate disease and impacts approximately 40 million men in the United States. Our proprietary AquaBeam Robotic System employs a single-use disposable handpiece to deliver our Aquablation therapy, which combines real-time, multidimensional imaging, personalized treatment planning, automated robotics and heat-free waterjet ablation for targeted and rapid removal of prostate tissue. We believe that Aquablation therapy represents a paradigm shift in the surgical treatment of BPH by addressing compromises associated with alternative surgical interventions. We designed Aquablation therapy to deliver effective, safe and durable outcomes for males suffering from lower urinary tract symptoms, or LUTS, due to BPH that are independent of prostate size and shape or surgeon experience. We have developed a significant and growing body of clinical evidence, which includes nine clinical studies and over 100 peer-reviewed publications, supporting the benefits and clinical advantages of Aquablation therapy. As of June 30, 2021, we had an installed base of 124 AquaBeam Robotic Systems globally and 73 in the United States, and Aquablation therapy has been utilized in the treatment of more than 5,500 patients whose prostates have ranged in size from less than 30 ml to over 300 ml. The main goal of BPH treatment is to alleviate the symptoms associated with the disease and improve the patient s quality of life. While drug therapy is typically a first line treatment option, limited efficacy and negative side effects contribute to low compliance, high failure rates and drop outs. On the other hand, surgical intervention is proven to provide effective and durable symptom relief compared to drug therapy, but the use of surgery is significantly underpenetrated, largely due to the compromise patients must make between the incidence of irreversible side effects associated with alternative resective surgical interventions, where obstructive tissue is removed at the time of intervention, or the lower rates of efficacy and durability associated with non-resective surgical interventions, where obstructive tissue is not removed, but rather the prostatic urethra is re-shaped. In addition, most alternative surgical interventions are limited by prostate size and shape, with no single procedure capable of effectively addressing the full range of prostate anatomies regardless of surgeon experience level. We were founded by Dr. Nikolai Aljuri, Ph.D. and Dr. Rodney Perkins and began developing our proprietary AquaBeam Robotic System in 2009 to address many of the shortcomings of alternative surgical interventions by delivering our Aquablation therapy, the first and only image-guided robotic therapy for the treatment of BPH. The AquaBeam Robotic System combines real-time image guidance, personalized treatment planning, automated robotic execution and heat-free waterjet ablation. We believe our Aquablation therapy addresses the compromise between safety and efficacy of alternative surgical interventions, providing the following unique combination of benefits Significant and durable symptom relief. Aquablation therapy has demonstrated significant and long-lasting levels of symptom relief similar to those of alternative resective procedures. Favorable safety profile. Aquablation therapy has demonstrated low rates of irreversible complications, including urinary incontinence, erectile dysfunction and ejaculatory dysfunction, compared to published rates observed for other resective surgeries. Outcomes independent of prostate size and shape and surgeon experience. We designed Aquablation therapy to deliver outcomes that are effective, safe and durable for males suffering from LUTS due to BPH The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated September 8, 2021 5,500,000 Shares Common Stock This is an initial public offering of shares of common stock of PROCEPT BioRobotics Corporation. We are selling shares of our common stock. Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price will be between $22.00 and $24.00 per share. We have applied to list our common stock on the Nasdaq Global Market under the symbol PRCT. We are an emerging growth company and a smaller reporting company as defined under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. Investing in our common stock involves risks that are described in the Risk Factors section beginning on page 14 of this prospectus. Per ShareTotal Initial public offering price $$ Underwriting discounts and commissions(1) $$ Proceeds, before expenses, to us $$ __________ (1)See the section titled Underwriting for additional information regarding compensation payable to the underwriters. To the extent that the underwriters sell more than 5,500,000 shares of common stock, the underwriters have the option to purchase up to an additional 825,000 shares of common stock from us at the initial public offering price less the underwriting discounts and commissions. Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to purchasers on or about , 2021. BofA SecuritiesGoldman Sachs Co. LLC CowenGuggenheim Securities SVB Leerink The date of this prospectus is , 2021 MARKET AND INDUSTRY DATA This prospectus includes estimates regarding market and industry data that we prepared based on our management s knowledge and experience in the markets in which we operate, together with information obtained from various sources, including publicly available information, industry reports and publications, surveys, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. In some cases, we do not expressly refer to the sources from which this data is derived. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable. In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for the products we distribute. Market share data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of market shares. In addition, customer preferences are subject to change. CERTAIN TRADEMARKS, TRADE NAMES AND SERVICE MARKS This prospectus includes trademarks and service marks owned by us, including, without limitation, PROCEPT BioRobotics , AquaBeam , Aquablation , and our logo, which are our property and are protected under applicable intellectual property laws. This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the , or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties. across all prostate sizes and shapes. Compared to other resective procedures, we believe Aquablation therapy is relatively simple to learn, enabled by the intuitive user interface of the conformal planning unit, or CPU, and automated robotic resection, and delivers outcomes that are independent of surgeon experience. Personalized treatment planning and improved decision-making. Aquablation therapy combines cystoscopic visualization, which uses a camera attached to a hollow tube, along with ultrasound imaging and advanced planning software to provide the surgeon with a multidimensional view of the treatment area and enable personalized treatment planning for the patient s unique anatomy, improved decision-making and real-time monitoring during the procedure. Targeted and controlled resection with consistent resection times. Aquablation therapy utilizes automated robotic resection to remove prostate tissue using a precise, heat-free waterjet. These features enable targeted and controlled tissue removal with rapid resection times that are highly consistent across prostate sizes and shapes and surgeon experience. In the United States, we currently sell our products to hospitals primarily through our direct sales organization. These hospitals in turn bill various third-party payors, such as commercial payors and government agencies, for treatment payment of each patient. Effective in 2021, all local Medicare Administrative Contractors, or MACs, which represent 100% of eligible Medicare patients, issued final positive local coverage determinations to provide Medicare beneficiaries with access to Aquablation therapy in all 50 states. Our strong body of clinical evidence and support from key societies, supplemented by the momentum from Medicare coverage, have led to favorable coverage decisions from several large commercial payors, including Anthem, BlueCross Massachusetts, Emblem Health, Health Care Service Corp, and Humana. We plan to leverage these recent successes in our active discussions with commercial payors to establish additional positive national and regional coverage policies. Outside of the United States, we have ongoing efforts in key markets to expand established coverage and improve payment which we will believe will expand patient access to Aquablation therapy. We sell our products outside of the United States through both our direct sales organization and, in certain regions, our network of distribution partners. We generated revenue of $7.7 million and incurred a net loss of $53.0 million for the year ended December 31, 2020, compared to revenue of $6.2 million and a net loss of $42.0 million for the year ended December 31, 2019. We generated revenue of $15.7 million and incurred a net loss of $27.4 million for the six months ended June 30, 2021, compared to revenue of $2.4 million and a net loss of $25.7 million for the six months ended June 30, 2020. As of June 30, 2021, we had an accumulated deficit of $229.1 million. Market Overview BPH refers to the non-malignant enlargement of the prostate gland, a small gland in the male reproductive system, and in the United States is the number one reason men visit a urologist. BPH is estimated to occur in more than 50% of men in their 50s, growing to 70% of men in their 60s, and is the fourth most common diagnosed disease in men above 50 years old, ranking behind coronary artery disease, hypertension and type 2 diabetes. BPH often results in uncomfortable LUTS, which can have a significant impact on quality of life. If left untreated, BPH may eventually lead to more serious complications. In the United States, we estimate that approximately 40 million men are impacted by symptoms of BPH, with aging demographics expected to drive future growth. Over the next ten years, we expect that the number of men over 65 years old in the United States will double and include a corresponding increase in the number of men with enlarged prostates. Of these men, approximately 12 million are being managed by a physician for symptoms related to their disease. While drug therapy is typically a first line treatment option, limited efficacy and negative side effects contribute to low patient compliance, high failure rates and drop outs. On the other hand, surgical intervention is proven to provide effective and durable symptom relief compared to drug therapy, but the use of surgery is significantly underpenetrated largely due to the compromise patients must make between (1) the incidence of irreversible side effects associated with current resective surgical interventions, or (2) the lower rates of efficacy and durability associated with non-resective surgical interventions. Our total addressable patient population in the United States includes approximately 8.2 million patients, comprised of 6.7 million receiving drug therapy, 1.1 million who have tried but failed drug therapy and 400,000 undergoing surgical intervention each year. Based on the average selling price of our single-use handpiece, we estimate that our total addressable market opportunity is in excess of $20 billion in the United States. The global incidence of BPH among men over 50 years old is similar to that of the United States, representing a significant incremental market opportunity outside of the United States. BPH Treatment Options and Their Limitations The main goal of BPH treatment is to alleviate the symptoms associated with the disease and improve the patient s quality of life. As such, a patient s recommended course of treatment is largely based on the patient s degree of symptoms, typically measured using validated scoring systems such as International Prostate Symptom Score, or IPSS. Patients with mild symptoms who have not developed other complications of BPH may choose watchful waiting, meaning that before proceeding with active treatment, the physician and patient wait to see if symptoms get worse or if new symptoms develop. Patients who choose this approach are generally advised to implement lifestyle changes and return for yearly visits with their physician to determine if symptoms are changing. For most men, the prostate will continue to grow and symptoms will worsen. As symptoms become more bothersome, active treatment may be recommended. The two primary categories of active treatment for BPH are drug therapy and surgical intervention. Drug therapy. Drug therapy is often the first step in actively treating mild-to-moderate symptoms of BPH. While there is no pharmacological cure for BPH, drugs may be used to manage symptoms. Available drugs address symptoms by either shrinking (5-alpha reductase inhibitors) the prostate or relaxing (alpha blockers) muscles surrounding the prostate. In some instances, patients may be prescribed a combination of both medications. Most men with BPH who start drug therapy will need to continue it indefinitely in order to relieve symptoms, unless they choose to undergo surgical intervention. While drug therapy can provide relief for some men, two out of three patients are not satisfied with the effectiveness of their medication. In general, drug therapy provides IPSS reduction of approximately five points and flow improvement of up to 2.5ml per second. Drug therapy is also often associated with negative side effects, including headaches, dizziness, nausea, erectile dysfunction, ejaculatory dysfunction, loss of libido, cardiac failure and dementia. These side effects often contribute to poor treatment compliance, with drug therapy failing in up to 30% of men within two years. Furthermore, drug therapy may be costly, particularly in light of limited symptom relief. For example, a recent study has shown that payor costs for branded combination drug therapy over a two-year period was the least cost-effective of all treatment options included in the study, as drug therapy requires extended use and yields the least symptom relief. Surgical intervention. Surgical intervention is recommended for patients who have failed or are unwilling to consider drug therapy, or are suffering from complications due to their BPH. Although more invasive than drug therapy, surgical intervention generally provides more significant, longer-lasting symptom relief. There are two categories of surgical intervention, resective, where obstructive tissue is removed at the time of intervention, and non-resective, where obstructive tissue is not removed, but rather the prostatic urethra is re-shaped. We estimate that approximately 400,000 BPH surgeries were performed in the United States in 2019, growing at a compounded annual growth rate, or CAGR, of 11% since 2016. We believe that growth in the use of surgical intervention over the past several years is due to the introduction of new technologies that better balance the compromise between efficacy and safety as well as growing awareness of surgical intervention as an effective way to manage BPH symptoms compared to drug therapy. Two factors that surgeons and patients commonly consider when evaluating surgical intervention are efficacy and safety. Efficacy is generally measured by symptom relief as well as durability of relief, and safety by the occurrence of irreversible complications such as urinary incontinence, erectile dysfunction and ejaculatory dysfunction. We believe that alternative surgical interventions for BPH require patients to compromise between efficacy and safety. Alternative interventions either provide significant symptom relief with a heightened risk of irreversible complications or a lower risk of complications with significantly less symptom relief. In addition, most alternative surgical interventions are limited by prostate size and shape, with no single procedure capable of effectively addressing the full range of prostate anatomies regardless of surgeon experience level. We believe that the compromise and limitations associated with alternative surgical interventions have contributed to the relatively low penetration rate of surgical intervention. Our Solution We have developed the AquaBeam Robotic System, an advanced, image-guided, surgical robotic system for use in minimally invasive urologic surgery. Our proprietary AquaBeam Robotic System delivers our Aquablation therapy, the first and only image-guided robotic therapy for the treatment of BPH. We market the AquaBeam Robotic System in the United States pursuant to FDA 510(k) clearance that we received in March 2021. Our label indication provides that the AquaBeam Robotic System is intended for the resection and removal of prostate tissue in males suffering from LUTS due to BPH. The most common side effects observed for Aquablation therapy are mild and transient and may include mild pain or difficulty when urinating, discomfort in the pelvis, blood in the urine, inability to empty the bladder or a frequent or urgent need to urinate, and bladder or urinary tract infection. During our clinical studies, we documented a rate of incontinence between 0%-2%, ejaculatory dysfunction between 6.9%-24.6%, and a peri-operative transfusion rate between 0.9%-5.9%. Since then, a number of publications have reported on transfusion rates. A key study published in April 2021 of 2,089 men undergoing Aquablation therapy with prostates ranging in size from 20 ml to 363 ml observed a transfusion rate of only 0.8%. The AquaBeam Robotic System combines the following highly differentiated features that are intended to deliver effective, safe and durable outcomes for males suffering from LUTS due to BPH that are consistent across all prostate sizes and shapes and independent of surgeon experience Real-time image guidance. Intraoperative ultrasound imaging combined with cystoscopic visualization, which provides a multidimensional view of the treatment area, enabling improved decision-making and real-time treatment monitoring. Personalized treatment planning. Using ultrasound imaging integrated with advanced planning software, the surgeon is able to map the treatment contour that precisely targets the resection area, personalizing the optimal tissue removal plan based on each patient s unique anatomy. Automated robotic execution. Once the treatment plan is finalized, the robot automatically executes the plan, guiding the precisely calibrated waterjet with speed and accuracy while the surgeon monitors. Heat-free waterjet resection. Utilizing the unique power of a pulsating waterjet near the speed of sound, Aquablation therapy removes prostatic tissue with a heat-free waterjet, minimizing the risk of complications arising from prolonged thermal injury. Our currently marketed AquaBeam Robotic System is classified as a Class II medical device by the FDA. Class II devices are subject to the FDA s General Controls, and special controls as deemed necessary by the FDA to ensure the safety and effectiveness of the device. These special controls can include performance standards, post-market surveillance, patient registries and FDA guidance documents. Our Success Factors We believe the continued growth of our company will be driven by the following success factors First and only image-guided, heat-free robotic therapy for BPH designed to address the compromise between safety and efficacy of alternative surgical interventions. We believe that alternative surgical interventions for BPH have a number of shortcomings which require patients to compromise between safety and efficacy, either providing significant symptom relief but with a heightened risk of irreversible complications or a lower risk of complications but with significantly less symptom relief. We believe that Aquablation therapy represents a paradigm shift in the surgical treatment of BPH by addressing this compromise. We designed Aquablation therapy to deliver effective, safe and durable outcomes for males suffering from LUTS due to BPH that are consistent across all prostate sizes and shapes and independent of surgeon experience. Large, growing and underpenetrated market opportunity. Based on the average selling price of our single-use handpiece and the approximately 8.2 million BPH patients in the United States, we estimate that our total U.S. addressable market opportunity is in excess of $20 billion. The global incidence of BPH among men over 50 years old is similar to that of the United States, representing a significant incremental market opportunity outside of the United States. Significant and growing body of clinical evidence and strong support from key opinion leaders, or KOLs, resulting in the inclusion of Aquablation therapy into societal guidelines and rapid expansion of positive reimbursement coverage policies. Our robust clinical evidence includes nine clinical studies that we sponsored and enrolled between 2013 and 2018, as well as more than 100 peer-reviewed publications, and demonstrates the efficacy, safety and durability of Aquablation therapy, consistent across all prostate sizes and shapes and independent of surgeon experience. Our employees participated in protocol design, data management, monitoring, and statistical analysis in all nine clinical studies and results were provided to authors for publication upon request. Additionally, we have established strong relationships with KOLs within the urology community and collaborated with key urological societies in global markets. This support has been instrumental in facilitating broader acceptance and adoption of Aquablation therapy. Compelling value proposition and benefits to hospitals, surgeons and patients. We designed our AquaBeam Robotic System to enable consistent and reproducible BPH surgery outcomes that are independent of surgeon experience and require minimal training. Furthermore, the AquaBeam Robotic System is highly mobile and compact, requiring no retrofitting of the operating room, and we believe is competitively priced compared to other robotic systems and capital equipment devices. For patients, Aquablation therapy offers significant and durable symptom relief with an attractive safety profile. Recurring revenue model. We generate revenue primarily from hospitals making capital purchases of our AquaBeam Robotic System and purchasing our single-use handpieces for individual patient use. We also generate revenue by providing post-warranty service for the AquaBeam Robotic System. We believe our business model of selling capital equipment that generates corresponding disposables utilization and post-warranty service contracts provides a path to predictable, recurring revenue. Broad research and development capabilities and a robust intellectual property portfolio. We have invested in establishing strong research and development capabilities for over a decade, including in surgical robotics and imaging-enabled surgery as well as integrating hardware and software to create an exceptional user and patient experience. We believe our focus on this experience will allow us to continue to bring new upgrades, capabilities and products to market, allowing us to innovate and maintain our competitive positioning, and that our intellectual property and know-how present a significant barrier to entry for our competitors. Proven leadership team and board members with deep industry experience. We are led by a highly experienced management team and board with a successful track record of building businesses by identifying and providing solutions for underserved markets in the medical device industry. Our Growth Strategy Our mission is to establish Aquablation therapy as the surgical standard of care for BPH. The key elements of our growth strategy are Grow our installed base of AquaBeam Robotic Systems by driving adoption of Aquablation therapy among urologists. In the United States, we are initially focused on driving adoption of Aquablation therapy among urologists that perform hospital-based resective BPH surgery. We are initially targeting 860 high-volume hospitals that we estimate perform, on average, more than 200 resective procedures annually and account for approximately 70% of all hospital-based resective procedures. We also intend to increase awareness of Aquablation therapy by continuing to publish clinical data in various industry and scientific journals, present our clinical data at various industry conferences and sponsor peer-to-peer education programs and proctorships. Increase system utilization by establishing Aquablation therapy as the surgical treatment of choice for BPH. Once we place a system within a hospital, our objective is to establish Aquablation therapy as the surgical treatment of choice for BPH. Within each hospital, we are initially focused on targeting urologists who perform medium-to-high volumes of resective procedures and converting their resective cases to Aquablation therapy. Over time, we intend to leverage our relationships with urologists to drive utilization of Aquablation therapy beyond the current surgical market. Continue to broaden private payor coverage. We plan to leverage our recent successes, including the addition of Aquablation therapy to American Urological Association clinical guidelines in May 2019 and the final positive local coverage determinations by all local MACs to provide Medicare beneficiaries with access to Aquablation therapy in all 50 states, in our active discussions with private payors to establish additional positive national and regional coverage policies. We believe that additional private payor coverage will contribute to increasing utilization of our system over time. Outside of the United States, we have ongoing efforts in key markets to expand established coverage and further improve patient access to Aquablation therapy. Build upon our strong base of clinical evidence. We are committed to continuing to build upon our foundation of clinical evidence, which we believe will help drive increased awareness and adoption of our products. We also plan to further build our base of clinical evidence by supporting new clinical studies intended to support commercial, regulatory and reimbursement efforts. Invest in research and development to drive continuous improvements and innovation. We are currently developing additional and next generation technologies to support and improve Aquablation therapy to further satisfy the evolving needs of surgeons and their patients as well as to further enhance the usability and scalability of the AquaBeam Robotic System. We also plan to leverage our treatment data and software development capabilities to integrate artificial intelligence and machine-learning to enable computer-assisted anatomy recognition and improved treatment planning and personalization. Drive increased awareness of Aquablation therapy beyond the urology community. As we expand our network of urologists and grow our installed base, we intend to increase awareness and brand recognition of Aquablation therapy beyond urologists, primarily among primary care physicians who manage BPH patients. To achieve this objective, we will invest in marketing initiatives directed at primary care physicians in order to optimize referral pathways and expand networks for BPH patients to visit a urologist. Further penetrate and expand into existing and new international markets. While the United States remains our primary focus in the near-term, we are growing our existing presence in the large European markets by continuing to promote the clinical benefits of Aquablation therapy, supporting investments in clinical studies to improve coverage and reimbursement and fostering relationships with KOLs. In addition, we intend to expand our reach to selected new markets in the Asia-Pacific region over time. Summary Risk Factors We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or that may adversely affect our business, financial condition and results of operations. You should carefully consider the risks discussed in the section titled Risk Factors, including the following risks, before investing in our common stock We are an early-stage company with a history of significant net losses, we expect to continue to incur operating losses for the foreseeable future and we may not be able to achieve or sustain profitability. Our revenue is primarily generated from sales of our AquaBeam Robotic System and the accompanying single-use disposable handpieces, and we are therefore highly dependent on the success of those products. Our quarterly and annual operating results may fluctuate significantly and may not fully reflect the underlying performance of our business. This makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide. Even if this offering is successful, we may need additional funding beyond the proceeds of this offering to finance our planned operations, and may not be able to raise capital when needed, which could force us to delay, reduce or eliminate one or more of our product development programs and future commercialization efforts. The commercial success of our AquaBeam Robotic System and Aquablation therapy will depend upon the degree of market acceptance of our products among hospitals, surgeons and patients. We have limited experience in training and marketing and selling our products and we may provide inadequate training, fail to increase our sales and marketing capabilities or fail to develop and maintain broad brand awareness in a cost-effective manner. We face competition from many sources, including larger companies, and we may be unable to compete successfully. We have limited experience manufacturing our products in large-scale commercial quantities, and we face a number of manufacturing risks that may adversely affect our manufacturing abilities which could delay, prevent or impair our growth. We depend upon third-party suppliers, including contract manufacturers and single source suppliers, making us vulnerable to supply shortages and price fluctuations that could negatively affect our business, financial condition and results of operations. If we receive a significant number of warranty claims or our AquaBeam Robotic Systems require significant amounts of service after sale, our operating expenses may substantially increase and our business and financial results will be adversely affected. Our business, financial condition, results of operations and growth have been adversely impacted by the effects of the COVID-19 pandemic and may continue to be adversely impacted. We may encounter difficulties in managing our growth, which could disrupt our operations. Our internal computer systems, or those used by our contractors or consultants, may fail or suffer security breaches, and such failure could negatively affect our business, financial condition and results of operations. The sizes of the addressable markets for our AquaBeam Robotic System have not been established with precision and our potential market opportunity may be smaller than we estimate and may decline. Until we are able to achieve broader market acceptance of our AquaBeam Robotic System and Aquablation therapy, we may face risks associated with a more concentrated customer base. We are highly dependent on our senior management team and key personnel, and our business could be harmed if we are unable to attract and retain personnel necessary for our success. Our products and operations are subject to extensive government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements could harm our business. If we are unable to adequately protect our intellectual property rights, or if we are accused of infringing on the intellectual property rights of others, our competitive position could be harmed or we could be required to incur significant expenses to enforce or defend our rights. We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations. If you purchase our common stock in this offering, you will incur immediate and substantial dilution. Our business also faces a number of other challenges and risks discussed throughout this prospectus. You should read the entire prospectus carefully, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and related notes included elsewhere in this prospectus, before deciding to invest in our common stock. Our Corporate Information We were incorporated in Delaware in April 2021 when our predecessor, PROCEPT BioRobotics Corporation, a California corporation, merged with and into us, and we continued as the surviving entity. Our principal executive office is located at 900 Island Drive, Redwood City, CA, 94065 and our telephone number is (650) 232-7200. Our website address is www.procept-biorobotics.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into, and is not a part of, this prospectus or the registration statement of which this prospectus forms a part. We have included our website in this prospectus solely as an inactive textual reference. Investors should not rely on any such information in deciding whether to purchase our common stock. Implications of Being an Emerging Growth Company and a Smaller Reporting Company We qualify as an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include the option to present only two years of audited financial statements and only two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements and exemptions from the requirements of holding nonbinding, advisory stockholder votes on executive compensation or on any golden parachute payments not previously approved. We will remain an emerging growth company until the earliest to occur of (i) the last day of the first fiscal year in which our annual gross revenue exceeds $1.07 billion (ii) the date that we become a large accelerated filer, with at least $700 million of equity securities held by non-affiliates as of the end of the second quarter of that fiscal year (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities and (iv) the last day of the fiscal year ending after the fifth anniversary of the completion of this offering. We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings with the U.S. Securities and Exchange Commission, or the SEC. As a result, the information that we provide may be different than the information you receive from other public companies in which you hold stock. Emerging growth companies can also take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. As a result of these elections, some investors may find our common stock less attractive than they would have otherwise. The result may be a less active trading market for our common stock, and the price of our common stock may become more volatile. We have elected to avail ourselves of this exemption and, therefore, for new or revised accounting standards applicable to public companies, we will be subject to an extended transition period until those standards would otherwise apply to private companies. As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We are also a smaller reporting company as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter. The Offering Common stock offered by us5,500,000 shares. Option to purchase additional shares We have granted the underwriters an option exercisable for a period of 30 days to purchase up to 825,000 additional shares of our common stock at the public offering price, less the underwriting discounts and commissions. Common stock to be outstanding immediately after this offering41,213,537 shares (or 42,038,537 shares if the underwriters exercise their option to purchase additional shares of common stock in full). Use of proceedsWe estimate that the net proceeds to us from this offering will be approximately $113.6 million, or approximately $131.3 million if the underwriters exercise their option to purchase additional shares in full, based upon an assumed initial public offering price of $23.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We currently intend to use the net proceeds from this offering, together with our existing cash and cash equivalents, to hire additional sales and marketing personnel, to fund product development and research and development activities and the remainder for working capital and other general corporate purposes. See the section titled Use of Proceeds. Risk factorsInvesting in our common stock involves a high degree of risk. See the section titled Risk Factors for a discussion of factors you should carefully consider before investing in our common stock. Reserved share programAt our request, an affiliate of BofA Securities, Inc., a participating underwriter, has reserved for sale, at the initial public offering price, up to 5.0% of the shares offered by this prospectus for sale to some of our directors, officers, employees, distributors, dealers, business associates and related persons. If these persons purchase reserved shares, this will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus. Proposed Nasdaq Global Market symbol PRCT The number of shares of common stock to be outstanding after this offering is based on 35,713,537 shares of common stock outstanding as of June 30, 2021, and excludes the following 6,621,256 shares of our common stock issuable upon the exercise of options outstanding as of June 30, 2021, with a weighted-average exercise price of $4.66 per share 195,782 shares of our common stock issuable upon the exercise of options granted after June 30, 2021, with a weighted-average exercise price of $8.71 per share 1,145,325 shares of our common stock that remain available for issuance under our Amended and Restated 2008 Stock Plan, or 2008 Plan, as of June 30, 2021 3,303,910 shares of our common stock reserved for future issuance under our 2021 Equity Incentive Award Plan, or 2021 Plan, which will become effective in connection with this offering (and which excludes any potential annual evergreen increases pursuant to the terms of the 2021 Plan) and 412,988 shares of our common stock reserved for future issuance under our 2021 Employee Stock Purchase Plan, or ESPP, which will become effective in connection with this offering (and which excludes any potential annual evergreen increases pursuant to the terms of the ESPP). Unless otherwise indicated, this prospectus reflects and assumes the following a 1-for-4.75 reverse stock split of our capital stock, which was effected on September 7, 2021 the issuance of shares of Series E redeemable convertible preferred stock upon the exercise for cash, at an exercise price of $13.73 per share, of 71,705 warrants to purchase our redeemable convertible preferred stock outstanding as of June 30, 2021, prior to the warrants expiration upon the completion of this offering the automatic conversion of 29,849,810 shares of our redeemable convertible preferred stock into an equivalent number of shares of our common stock immediately prior to the completion of this offering the adoption, filing and effectiveness of our amended and restated certificate of incorporation and the adoption and effectiveness of our amended and restated bylaws immediately after the completion of this offering no exercise of the outstanding options referred to above and no exercise by the underwriters of their option to purchase 825,000 additional shares of our common stock. Summary Consolidated Financial Data The following tables summarize our historical consolidated financial data for the periods and as of the dates indicated. We derived our summary consolidated statements of operations data for the years ended December 31, 2019 and 2020 from our audited consolidated financial statements included elsewhere in this prospectus. We derived our summary consolidated statement of operations data for the six months ended June 30, 2020 and 2021 and our summary consolidated balance sheet data as of June 30, 2021 from our unaudited consolidated interim financial statements included elsewhere in this prospectus. In our opinion, our unaudited consolidated interim financial statements have been prepared on a basis consistent with our audited consolidated financial statements and contain all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of such interim financial statements. Our historical results are not necessarily indicative of the results to be expected in the future and our results for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other interim periods or any future year or period. You should read the following information in conjunction with the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this prospectus. Year Ended December 31, Six Months Ended June 30, 2019 2020 20202021 (in thousands, except share and per share data) Consolidated Statements of Operations Data Revenue $6,169 $7,717 $2,389 $15,668 Cost of sales 8,054 8,972 4,082 8,558 Gross profit (1,885)(1,255)(1,693)7,110 Gross margin(31)%(16)%(71)%45 % Operating expenses Research and development 13,147 16,275 7,839 8,998 Selling, general and administrative 28,518 30,272 14,084 22,648 Total operating expenses 41,665 46,547 21,923 31,646 Loss from operations (43,550)(47,802)(23,616)(24,536) Interest expense (724)(5,261)(2,103)(2,900) Interest and other income, net 2,299 44 (13)34 Net loss $(41,975)$(53,019)$(25,732)$(27,402) Net loss per share, basic and diluted(1) $(19.01)$(14.47)$(9.12)$(5.25) Weighted-average common shares used to compute net loss per share attributable to common shareholders, basic and diluted(1) 2,208 3,663 2,820 5,216 Pro forma Net loss per share, basic and diluted(2) $(1.58)$(0.78) Weighted-average common shares used to compute pro forma net loss per share attributable to common shareholders, basic and diluted 33,585 35,138 __________________ (1)See Note 2 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate our historical basic and diluted net loss per share. (2)The unaudited pro forma basic and diluted net loss per share for the year ended December 31, 2020 and for the six months ended June 30, 2021 has been prepared to give effect to an adjustment to the denominator in the pro forma basic and diluted net loss per share calculation for the automatic conversion of 29,849,810 outstanding shares of our redeemable convertible preferred stock as of June 30, 2021 into an equivalent number of shares of common stock and the exercise of outstanding warrants as of June 30, 2021 for 71,705 shares of redeemable convertible preferred stock at a cash exercise price of $13.73 per share, and subsequent conversion into an equivalent number of shares of common stock. As of June 30, 2021 Actual Pro Forma(1) Pro Forma As Adjusted(2)(3) (in thousands) Consolidated Balance Sheet Data Cash and cash equivalents $159,224 $160,209 $273,900 Redeemable convertible preferred stock warrant liability129 Working capital(4) 162,760 163,874 278,421 Total assets 190,577 191,562 304,351 Total liabilities 68,319 68,190 67,334 Redeemable convertible preferred stock 328,564 Total stockholders (deficit) equity (206,306)123,372 237,017 _________________ (1)The pro forma column in the consolidated balance sheet data table above gives effect to the automatic conversion of 29,849,810 outstanding shares of our redeemable convertible preferred stock as of June 30, 2021 into an equivalent number of shares of common stock, and the exercise of outstanding warrants as of June 30, 2021 for 71,705 shares of redeemable convertible preferred stock at a cash exercise price of $13.73 per share, and subsequent conversion into an equivalent number of shares of common stock, and the resultant reclassification of our redeemable convertible preferred stock warrant liability to additional paid-in capital, a component of stockholders (deficit) equity, all of which will occur immediately prior to the completion of this offering. (2)The pro forma as adjusted column in the consolidated balance sheet data table above gives effect to (i) the pro forma adjustments described in footnote (1) above and (ii) the sale and issuance by us of 5,500,000 shares of common stock in this offering at the assumed initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, net of amounts recorded in accrued expenses and other current liabilities and other assets at June 30, 2021. (3)Each $1.00 increase or decrease in the assumed initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the pro forma as adjusted amount of each of our cash and cash equivalents, working capital, total assets and total stockholders equity by approximately $5.1 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares offered by us at the assumed initial public offering price would increase or decrease, as applicable, each of our cash and cash equivalents, working capital, total assets and total stockholders' equity by approximately $21.4 million, assuming the shares of our common stock offered by this prospectus are sold at the assumed initial public offering price of $23.00 per share and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual initial public offering price, the number of shares we sell and other terms of this offering that will be determined at pricing. (4)We define working capital as current assets less current liabilities. See our consolidated financial statements and related notes included elsewhere in this prospectus for further detail regarding our current assets and current liabilities. RISK FACTORS Investing in our common stock involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as other information included in this prospectus and the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. The risks described below are not the only ones facing us. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition or results of operations. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment. This prospectus also contains forward-looking statements and estimates that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below. Risks Related to Our Limited Operating History, Financial Condition and Capital Requirements We are an early-stage company with a history of significant net losses, we expect to continue to incur operating losses for the foreseeable future and we may not be able to achieve or sustain profitability. We have incurred significant net losses in each reporting period since our inception. For the years ended December 31, 2019 and 2020, we had a net loss of $42.0 million and $53.0 million, respectively. For the six months ended June 30, 2020 and 2021, we had a net loss of $25.7 million and $27.4 million, respectively. We expect to continue to incur additional losses in the future. As of June 30, 2021, we had an accumulated deficit of $229.1 million. To date, we have financed our operations primarily through net proceeds from the sale of our redeemable convertible preferred stock in private placements, indebtedness, including our loan and security agreement, and, to a lesser extent, product revenue from sales of our AquaBeam Robotic System and single-use disposable handpieces. The losses and accumulated deficit have primarily been due to the substantial investments we have made to develop our products, costs related to our sales and marketing efforts, including costs related to clinical and regulatory initiatives to obtain marketing approval, and infrastructure improvements. We may also encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors and risks frequently experienced by early-stage medical technology companies in rapidly evolving fields. In addition, as a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. Accordingly, we expect to continue to incur significant operating losses for the foreseeable future and we cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will sustain profitability. Our failure to achieve and sustain profitability in the future will make it more difficult to finance our capital requirements needed to operate our business and accomplish our strategic objectives, which would have a material adverse effect on our business, financial condition and results of operations and cause the market price of our common stock to decline. Our revenue is primarily generated from sales of our AquaBeam Robotic System and the accompanying single-use disposable handpieces, and we are therefore highly dependent on the success of those products. To date, substantially all of our revenue has been derived, and we expect it to continue to be substantially derived, from sales of our AquaBeam Robotic System and its accompanying single-use disposable handpieces. Our products deliver our Aquablation therapy, the first and only image-guided, heat-free robotic therapy for BPH. We began commercializing our products in the United States in 2017 and physician awareness of, and experience with, our products has been and is currently limited. As a result, our products have limited product and brand recognition within the medical industry for the treatment of BPH. We do not have a long history operating as a commercial company, and the novelty of our products, together with our limited commercialization experience, makes it difficult to evaluate our current business and predict our future prospects with precision. These factors also make it difficult for us to forecast our financial performance and future growth, and such forecasts are subject to a number of uncertainties, including those outside of our control. Our quarterly and annual operating results may fluctuate significantly and may not fully reflect the underlying performance of our business. This makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide. Our quarterly and annual results of operations, including our revenue, profitability and cash flow, may vary significantly in the future, and period-to-period comparisons of our operating results may not be meaningful. Accordingly, the results of any one quarter or period should not be relied upon as an indication of future performance. Our quarterly and annual operating results may fluctuate significantly as a result of a variety of factors, many of which are outside our control and, as a result, may not fully reflect the underlying performance of our business. Such fluctuations in quarterly and annual operating results may decrease the value of our common stock. Because our quarterly operating results may fluctuate, period-to-period comparisons may not be the best indication of the underlying results of our business and should only be relied upon as one factor in determining how our business is performing. These fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to the level of surgeon and hospital adoption and demand for our products and Aquablation therapy changes in reimbursement rates by government or commercial payors positive or negative coverage in the media or clinical publications, or changes in public, patient and or physician perception, of our products or competing products and treatments, including our brand reputation the degree of competition in our industry and any change in the competitive landscape, including consolidation among competitors or future partners any safety, reliability or effectiveness concerns that arise regarding our products or other procedures to treat BPH unanticipated pricing pressures in connection with the sale of our products and downward pressure on healthcare costs in general the effectiveness of our sales and marketing efforts, including our ability to deploy a sufficient number of qualified sales representatives to sell and market our products the timing of customer orders or medical procedures using our products and the number of available selling days in any quarterly period, which can be impacted by holidays, the mix of products sold and the geographic mix of where products are sold unanticipated delays in product development or product launches the cost of manufacturing our products, which may vary depending on the quantity of production and the terms of our agreements with third-party suppliers our ability to raise additional capital on acceptable terms, or at all, if needed to support the commercialization of our products our ability to achieve and maintain compliance with all regulatory requirements applicable to our products and services our ability to obtain, maintain and enforce our intellectual property rights our ability and our third-party suppliers ability to supply the components of our products in a timely manner, in accordance with our specifications, and in compliance with applicable regulatory requirements and introduction of new products, technologies or alternative treatments for BPH that compete with our products. The cumulative effects of these factors could result in large fluctuations and unpredictability in our quarterly and annual operating results. If our assumptions regarding the risks and uncertainties we face, which we use to plan our business, are incorrect or change due to circumstances in our business or our markets, or if we do not address these risks successfully, our operating and financial results could deviate materially from our expectations and our business could suffer. This variability and unpredictability could also result in our failure to meet the expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any forecasts we may provide to the market, it will negatively affect our business, financial condition and results of operations. The terms of our loan and security agreement require us to meet certain operating and financial covenants and place restrictions on our operating and financial flexibility. If we raise additional capital through debt financing, the terms of any new debt could further restrict our ability to operate our business. As of June 30, 2021, we had $50.0 million outstanding in the form of a term loan under our loan and security agreement with Oxford Finance LLC, which was entered into in September 2019. The loan is secured by substantially all of our assets, including all of the capital stock held by us, if any. The loan and security agreement contains a number of restrictive covenants, and the terms may restrict our current and future operations, particularly our ability to respond to certain changes in our business or industry, or take future actions. See the section of this prospectus titled Management s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Indebtedness. The loan and security agreement contains customary representations and warranties and affirmative covenants and also contains certain restrictive covenants, including, among others, limitations on the incurrence of additional debt, liens or other encumbrances on property, acquisitions and investments, loans and guarantees, mergers, consolidations, liquidations and dissolutions, asset sales, dividends and other payments in respect of our capital stock, prepayments of certain debt, transactions with affiliates and changes to our type of business, management of the business, control of the business or business locations. The loan and security agreement also includes financial covenants that require us to, among other things, meet certain revenue targets detailed in an approved forecast. The loan and security agreement also contains customary events of default. If we fail to comply with such covenants, payments or other terms of the agreement, our lender could declare an event of default, which would give it the right to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable. In addition, our lender would have the right to proceed against the assets we provided as collateral pursuant to the loan and security agreement. If the debt under the loan and security agreement were accelerated, we may not have sufficient cash or be able to sell sufficient assets to repay this debt, which would harm our business and financial condition. Even if this offering is successful, we may need additional funding beyond the proceeds of this offering to finance our planned operations, and may not be able to raise capital when needed, which could force us to delay, reduce or eliminate one or more of our product development programs and future commercialization efforts. Since our inception, we have incurred significant net losses and expect to continue to incur net losses for the foreseeable future. Since our inception, our operations have been financed primarily by net proceeds from the sale of our redeemable convertible preferred stock in private placements, indebtedness and, to a lesser extent, product revenue from sales of our AquaBeam Robotic System and single-use disposable handpieces. As of June 30, 2021, we had $159.2 million in cash and cash equivalents, and an accumulated deficit of $229.1 million. Based on our current operating plan, we currently believe that our cash and cash equivalents, anticipated revenue and available debt financing arrangements, together with the net proceeds from this offering, will be sufficient to meet our capital requirements and fund our operations through at least the next 12 months from the date of this prospectus. However, we have based these estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. Changing circumstances could result in lower revenues or cause us to consume capital significantly faster than we currently anticipate, and we may need to raise capital sooner or in greater amounts than currently expected because of circumstances beyond our control. Even after the consummation of this offering, we may require additional capital in the future as we expect to continue to invest in clinical trials and registries that are designed to provide clinical evidence of the safety and efficacy of our products, expanding our sales and marketing organization, and research and development of product improvements and future products. Moreover, we expect to incur additional expenses associated with operating as a public company, including legal, accounting, insurance, exchange listing and SEC compliance, investor relations and other expenses. To the extent additional capital is necessary, there are no assurances that we will be able to raise additional capital on favorable terms or at all, and therefore we may not be able to execute our business plan. Our future funding requirements will depend on many factors, including the degree and rate of market acceptance of our current and future products and Aquablation therapy the scope and timing of investment in our sales force and expansion of our commercial organization the impact on our business from the ongoing and global COVID-19 pandemic and the end of the COVID-19 pandemic, or any other pandemic, epidemic or outbreak of an infectious disease the scope, rate of progress and cost of our current or future clinical trials and registries the cost of our research and development activities the cost and timing of additional regulatory clearances or approvals the costs associated with any product recall that may occur the costs associated with the manufacturing of our products at increased production levels the costs of attaining, defending and enforcing our intellectual property rights whether we acquire third-party companies, products or technologies the terms and timing of any other collaborative, licensing and other arrangements that we may establish the emergence of competing technologies or other adverse market developments and the rate at which we expand internationally. We may seek to raise additional capital through equity offerings or debt financings and such additional financing may not be available to us on acceptable terms, or at all. In addition, any additional equity or debt financing that we raise may contain terms that are not favorable to us or our stockholders. For example, if we raise funds by issuing equity or equity-linked securities, the issuance of such securities could result in dilution to our stockholders. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of our common stock. In addition, the issuance of additional equity securities by us, or the possibility of such issuance, may cause the market price of our common stock to decline, and the price per share at which we sell additional shares of our common stock, or securities convertible into or exercisable or exchangeable for shares of our common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. In addition, the terms of debt securities issued or borrowings could impose significant restrictions on our operations including restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity, limitations on our ability to pay dividends, limitations on our ability to acquire or license intellectual property rights, and other operating restrictions that could adversely affect our ability to conduct our business. For example, our current loan and security agreement prohibits us from incurring additional indebtedness without the prior written consent of our lender. In the event that we enter into collaborations or licensing arrangements to raise capital, we may be required to accept unfavorable terms, such as relinquishment or licensing of certain technologies or products that we otherwise would seek to develop or commercialize ourselves, or reserve for future potential arrangements when we might otherwise be able to achieve more favorable terms. In addition, we may be forced to work with a partner on one or more of our products or market development programs, which could lower the economic value of those programs to us. If we are unable to obtain adequate financing on terms satisfactory to us when we require it, we may be required to terminate or delay the development of one or more of our products, delay clinical trials necessary to market our products, or delay establishment of sales and marketing capabilities or other activities necessary to commercialize our products. If this were to occur, our ability to grow and support our business and to respond to market challenges could be significantly limited, which could have a material adverse effect on our business, financial condition and results of operations. Risks Related to Our Business and Industry The commercial success of our AquaBeam Robotic System and Aquablation therapy will depend upon the degree of market acceptance of our products among hospitals, surgeons and patients. Our success will depend, in large part, on the acceptance of our AquaBeam Robotic System as safe, effective, reliable and durable and, with respect to hospitals, healthcare providers and patients, as cost-effective. We believe Aquablation therapy represents a new approach for treating BPH, employing a computer-assisted patient-specific visualization system, a heat-free waterjet and automated robotic system to target and remove prostate tissue. We believe that market acceptance will be driven primarily by surgeons and hospitals, and if they do not adopt the concept of computer-assisted robotics-enabled technology and perceive such technology as having significant advantages over other surgical alternatives, patients will be less likely to accept or be offered Aquablation therapy and we will fail to meet our business objectives. Surgeons and hospitals perceptions of such technology having significant advantages are likely to be based on a determination that, among other factors, our products are safe, cost-effective and represent acceptable methods of treatment. Even if we can prove the effectiveness of Aquablation therapy through clinical trials, there may not be broad adoption and use of our products and surgeons may elect not to use our products for any number of other reasons, including lack of experience with our products and concerns that we are relatively new to market perceived liability risk generally associated with the use of new products and treatment options lack or perceived lack of sufficient clinical evidence, including long-term data, supporting clinical benefits or the cost-effectiveness of our products over existing treatment alternatives the failure of key opinion leaders to provide recommendations regarding our products, or to assure surgeons, patients and healthcare payors of the benefits of our products as an attractive alternative to other treatment options perception that our products are unproven long-standing relationships with companies and distributors that sell other products or treatment options for BPH concerns over the capital investment required to purchase our AquaBeam Robotic System and perform Aquablation therapy procedures lack of availability of adequate third-party payor coverage or reimbursement pricing pressure, including from Group Purchasing Organizations, or GPOs, and Integrated Delivery Networks, or IDNs, seeking to obtain discounts on our AquaBeam Robotic System based on the collective buying power of the GPO and IDN members competitive response and negative selling efforts from providers of alternative treatments limitations or warnings contained in the labeling cleared or approved by the FDA or other authorities. Even if our AquaBeam Robotic System achieves widespread market acceptance, it may not maintain such level of market acceptance over the long term if competing products or technologies, which are more cost-effective or received more favorably, are introduced. In addition, our limited commercialization experience makes it difficult to evaluate our current business and predict our future prospects. We cannot predict how quickly, if at all, hospitals, surgeons and patients will accept our AquaBeam Robotic System or, if accepted, how frequently it will be used. Failure to achieve or maintain market acceptance and or market share could materially and adversely affect our ability to generate revenue and would have a material adverse effect on our business, financial condition and results of operations. We have limited experience in training and marketing and selling our products and we may provide inadequate training, fail to increase our sales and marketing capabilities or fail to develop and maintain broad brand awareness in a cost-effective manner. We have limited experience marketing and selling our products. We currently rely on our direct sales force and distributors to sell our products in targeted geographic regions and territories, and any failure to maintain and grow our direct sales force and distributor relationships could harm our business. The members of our direct sales force are adequately trained and possess technical expertise, which we believe is critical in driving the awareness and adoption of our products. The members of our U.S. sales force are at-will employees. The loss of these personnel to competitors, or otherwise, could materially harm our business. If we are unable to retain our direct sales force personnel or replace them with individuals of comparable expertise and qualifications, or if we are unable to successfully instill such expertise in replacement personnel, our product sales, revenues and results of operations could be materially harmed. In order to generate future growth, we plan to continue to significantly expand and leverage our commercial infrastructure to increase our customer base and increase awareness and adoption by existing customers to drive our growth. Identifying and recruiting qualified sales and marketing professionals and training them on our products and Aquablation therapy, on applicable federal and state laws and regulations and on our internal policies and procedures requires significant time, expense and attention. It can take several months or more before a sales representative is fully trained and productive. Our sales force may subject us to higher fixed costs than those of companies with competing products or treatments that can utilize independent third parties, placing us at a competitive disadvantage. Our business may be harmed if our efforts to expand and train our sales force do not generate a corresponding increase in product sales and revenue, and our higher fixed costs may slow our ability to reduce costs in the face of a sudden decline in demand for our products. Any failure to hire, develop and retain talented sales personnel, to achieve desired productivity levels in a reasonable period of time or timely reduce fixed costs, could have material adverse effect on our business, financial condition and results of operations. Our ability to increase our customer base and achieve broader market acceptance of our products will depend, to a significant extent, on our ability to expand our sales and marketing and educational efforts. We plan to dedicate significant resources to our sales and marketing and educational programs. Our business may be harmed if these efforts and expenditures do not generate a corresponding increase in revenue. In addition, we believe that developing and maintaining broad awareness of our Aquablation therapy in a cost-effective manner is critical to achieving broad acceptance of our products and reaching new physicians, hospitals and patients. Promotion and educational activities may not generate hospital or surgeon awareness or increase revenue, and even if they do, any increase in revenue may not offset the costs and expenses we incur. If we fail to successfully promote Aquablation therapy in a cost-effective manner, we may fail to attract or retain the market acceptance necessary to realize a sufficient return on our promotional and educational efforts, or to achieve broad adoption of our products. We may not be able to obtain or maintain adequate levels of third-party coverage and reimbursement, and third parties may rescind or modify their coverage or delay payments related to our products. We derive the majority of our revenue from sales of our AquaBeam Robotic System and single-use disposable handpieces to hospitals. Sales of our products will depend, in part, on the extent to which the procedures using our products are covered and reimbursed by third-party payors, including private insurers and government healthcare programs. Even if a third-party payor covers a particular treatment that uses our products, the resulting reimbursement rate may not be adequate to cover a provider s cost to purchase our products or ensure such purchase is profitable for the provider. As a result, access to adequate coverage and reimbursement for our products by third-party payors is essential to the acceptance and adoption of our products Coverage and reimbursement by governmental and third-party payors may depend upon a number of factors, including the determination that the product or service and its use or administration for a particular patient is a covered benefit safe, effective and medically necessary appropriate for the specific patient supported by guidelines established by the relevant professional societies cost-effective and neither experimental nor investigational. Our customers typically bill third-party payors for the costs and fees associated with the procedures in which our products are used. Because there is often no separate reimbursement for supplies used in surgical procedures or for the purchase of the capital equipment needed to perform a procedure, the additional cost associated with the use of our products can affect the profit margin of the hospital or surgery center where the procedure is performed. Some of our target customers may be unwilling to adopt our products in light of potential additional associated cost. In addition, customers that perform the procedure may be subject to reimbursement claim denials upon submission of the claim. Customers may also be subject to recovery of overpayments if a payor makes payment for the claim and subsequently determines that the payor s coding, billing or coverage policies were not followed. These events, or any other decline in the amount payors are willing to reimburse our customers, could make it difficult for existing customers to continue using or to adopt our products and could create additional pricing pressure for us. If we are forced to lower the price we charge for our products, our gross margins will decrease, which could have a material adverse effect on our business, financial condition and results of operations and impair our ability to grow our business. Third-party payors, whether foreign or domestic, or governmental or commercial, are developing increasingly sophisticated methods of controlling healthcare costs by limiting coverage and the amount of reimbursement for particular products. In addition, no uniform policy of coverage and reimbursement for procedures using our products exists among third-party payors. Therefore, coverage and reimbursement for procedures using our products can differ significantly from payor to payor. Obtaining coverage and reimbursement can be a time-consuming process that could require us to provide supporting scientific, clinical and cost-effectiveness data for the use of our products. We may not be able to provide data sufficient to satisfy governmental and third-party payors that procedures using our products should be covered and reimbursed. Payors continually review new and existing technologies for possible coverage and can, without notice, deny or reverse coverage for new or existing products and procedures. There can be no assurance that third-party payor policies will provide coverage for procedures in which our products are used. Many third-party payors do not currently cover our products and the related procedures because they have determined that our products and the related procedures are experimental or investigational. When our products and the related procedures are reimbursed, they are reimbursed primarily on a per-patient prior authorization basis for patients covered by commercial insurers. Further, we believe that future coverage and reimbursement may be subject to increased restrictions, such as additional prior authorization requirements, both in the United States and in relevant international markets in which we plan to operate. If Medicare no longer covers any of our products, there would be a material adverse effect on our business, financial condition and results of operations. In addition, Medicare Administrative Contractors could issue a local coverage determination decision that could restrict the patients eligible for the treatment with our products or in another manner unfavorable to our business. Third-party coverage and reimbursement for procedures using our products or any of our products in development for which we may receive regulatory clearance or approval may not be available or adequate in either the United States or international markets. Further, other BPH treatments may be more widely covered or subject to different co-pay policies and requirements, which could impact demand for our products. If hospital, surgeon and or patient demand for our products is adversely affected by changes in third-party reimbursement policies and decisions, it could have a material adverse effect on our business, financial condition and results of operations. We face competition from many sources, including larger companies, and we may be unable to compete successfully. The medical device industry is highly competitive, subject to rapid change and significantly affected by the introduction of new products and technologies and other activities of industry participants. We compete with pharmaceutical products marketed to treat BPH, such as Flomax marketed by Boehringer Ingelheim, Rapaflow marketed by Allergan plc, Avodart marketed by GlaxoSmithKline plc, and Proscar marketed by Merck Co., Inc., and with medical device companies that manufacture resective or non-resective surgical alternatives for treating BPH. Resective alternatives include devices for the TURP procedure, laser-based therapies and simple prostatectomy, each of which is intended to remove the prostate tissue, and non-resective alternatives such as UroLift marketed by Teleflex Incorporated and Rezum marketed by Boston Scientific Corporation, which are intended to reshape the prostate and widen the cavity. Our primary medical device competitors are Boston Scientific Corporation and smaller companies that have single products or a limited range of products. Moreover, other products that are in current clinical trials, new drugs or additional indications for existing drugs could demonstrate better safety, effectiveness, clinical results, lower costs or greater physician and market acceptance than our products. We compete, or may compete in the future, against other companies which have longer, more established operating histories and significantly greater financial, technical, marketing, sales, distribution and other resources, which may prevent us from achieving significant market penetration or improved operating results. These companies may enjoy several competitive advantages, including established treatment patterns pursuant to which drugs are generally first-line or concurrent therapies for the treatment of BPH established relationships with hospitals and physicians who are familiar with other surgical alternatives for the treatment of BPH greater financial and human capital resources significantly greater name recognition additional lines of products, and the ability to offer rebates or bundle products to offer greater discounts or incentives to gain a competitive advantage and established sales, marketing and worldwide distribution networks. Our continued success depends on our ability to improve outcomes for patients maintain product safety, efficacy, reliability and durability expand the quality and volume of our clinical data effectively market to and educate patients, physicians and hospitals maintain company, product and brand recognition broaden our sales force experience and access maintain product support and service maintain and widen our technology lead over competitors by continuing to innovate and deliver new product enhancements on a continuous basis develop successful pricing and revenue strategies continue to maintain and expand reimbursement coverage for procedures using our products achieve desired regulatory status and speed to market and maintain dedicated clinical representatives. One of the major hurdles to adoption of our products will be overcoming established treatment patterns, which will require education of surgeons and supportive clinical data. However, because of the size of the market opportunity for the treatment of BPH, we believe current and potential future competitors will dedicate significant resources to aggressively promote their products or develop new products or treatments. New treatment options may be developed that could compete more effectively with our products due to the prevalence of BPH and the research and technological progress that exist within the market. If we are unable to continue to innovate and improve our AquaBeam Robotic System, we could lose customers or market share. Our success will depend on our ability to keep ahead of innovative developments in the treatment of BPH. It is critical to our competitiveness that we continue to innovate and make improvements to our AquaBeam Robotic System s functionality and efficiency. If we fail to make improvements to our AquaBeam Robotic System s functionality over time, our competitors may develop products that offer features and functionality similar or superior to those of our AquaBeam Robotic System. If we fail to make improvements to our AquaBeam Robotic System s efficiency, our competitors may develop products that are more cost-effective than our AquaBeam Robotic System. Our failure to make continuous improvements to our AquaBeam Robotic System to keep ahead of the products of our competitors could result in the loss of customers or market share that would adversely affect our business, results of operations, and financial condition. We have limited experience manufacturing our products in large-scale commercial quantities, and we face a number of manufacturing risks that may adversely affect our manufacturing abilities which could delay, prevent or impair our growth. Our growth strategy depends on our ability to manufacture our current and future products in sufficient quantities and on a timely basis to meet customer demand, while adhering to product quality standards, complying with regulatory quality system requirements and managing manufacturing costs in our current manufacturing facility or any future manufacturing facilities. We have a sole manufacturing facility located in Redwood City, California, where we manufacture, assemble, inspect, test, package and ship our products. We currently assemble all of our AquaBeam Robotic System and single-use disposable handpieces at this one facility, and we do not have additional facilities. If this facility, or any of our future manufacturing facilities, suffers damage, or a force majeure event, such damage or event could materially impact our ability to operate, which could materially and adversely affect our business and financial performance. We are also subject to numerous other risks relating to our manufacturing capabilities, including quality and reliability of components, sub-assemblies and materials that we source from third-party suppliers, who are required to meet our quality specifications, almost all of whom are single source suppliers for the items and materials that they supply our inability to secure components, sub-assemblies and materials in a timely manner, in sufficient quantities or on commercially reasonable terms our inability to maintain compliance with quality system requirements or pass regulatory quality inspections our failure to increase production capacity or volumes to meet demand potential risks associated with disruptions in our supply chain, such as on account of the COVID-19 pandemic or other macroeconomic events lead times associated with securing key components our inability to design or modify production processes to enable us to produce future products efficiently or implement changes in current products in response to design or regulatory requirements and difficulty identifying and qualifying, and obtaining new regulatory approvals, for alternative suppliers for components in a timely manner. These risks are likely to be exacerbated by our limited experience with our current products and manufacturing processes. For instance, in both 2019 and 2021, we initiated voluntary recalls for a limited number of lots of our handpiece. These were both due to certain issues related to our supply chain and manufacturing processes. We remedied the issue leading to the 2019 recall and are remedying the issue leading to the 2021 recall as we continue to develop and improve our manufacturing processes to scale the production of our handpieces at a higher volume. As demand for our products increases, we will have to invest additional resources to purchase components, sub-assemblies and materials, hire and train employees and enhance our manufacturing processes. If we fail to increase our production capacity efficiently, we may not be able to fill customer orders on a timely basis, our sales may not increase in line with our expectations and our operating margins could fluctuate or decline. In addition, although some future products may share product features, components, sub-assemblies and materials with our existing products, the manufacture of these products may require modification of our current production processes or unique production processes, the hiring of specialized employees, the identification of new suppliers for specific components, sub-assemblies and materials or the development of new manufacturing technologies. It may not be possible for us to manufacture these products at a cost or in quantities sufficient to make these products commercially viable or to maintain current operating margins, all of which could have a material adverse effect on our business, financial condition and results of operations. We depend upon third-party suppliers, including contract manufacturers and single source suppliers, making us vulnerable to supply shortages and price fluctuations that could negatively affect our business, financial condition and results of operations. We rely on third-party suppliers, almost all of whom are single source suppliers, to provide us with certain components, sub-assemblies and materials for our products. These components, sub-assemblies and materials are critical and, for certain items, there are relatively few alternative sources of supply. These single source suppliers may be unwilling or unable to supply the necessary materials and components or manufacture and assemble our products in a reliable manner and at the levels we anticipate or at levels adequate to satisfy demand for our products. While our suppliers have generally met our demand for their products and services on a timely basis in the past, we cannot guarantee that they will in the future be able to meet our demand for such products, either because of acts of nature, the nature of our agreements with those suppliers or our relative importance to them as a customer, and our suppliers may decide in the future to discontinue or reduce the level of business they conduct with us. We have not been qualified or obtained necessary regulatory approvals for additional suppliers for most of these components, sub-assemblies and materials. While we currently believe that alternative sources of supply or sterilization may be available, we cannot be certain whether they will be available if and when we need them, or that any alternative suppliers or providers would be able to provide the quantity and quality of components, materials and sterilization that we would need to manufacture and ship our products if our existing suppliers and providers were unable to satisfy our requirements. To utilize other sources, we would need to identify and qualify new providers to our quality standards and obtain any additional regulatory approvals required to change providers, which could result in manufacturing delays and increase our expenses. Our dependence on third-parties subjects us to a number of risks that could impact our ability to manufacture our products and harm our business, including interruption of supply or sterilization resulting from modifications to, or discontinuation of, a third party s operations delays in product shipments resulting from uncorrected defects, reliability issues or a third party s failure to produce components or complete sterilizations that consistently meet our quality specifications price fluctuations due to a lack of long-term supply arrangements with our third parties for key components or sterilization requirements inability to obtain adequate supply or services in a timely manner or on commercially reasonable terms difficulty identifying and qualifying alternative third parties for the supply of components or for sterilization of our products in a timely manner inability of third parties to comply with applicable provisions of the FDA s Quality System Regulations, or QSR, or other applicable laws or regulations enforced by the FDA, state and global regulatory authorities inability to ensure the quality of products manufactured or sterilization conducted by third parties production delays related to the evaluation and testing of products and services from alternative third parties and corresponding regulatory qualifications trends towards consolidation within the medical device manufacturing supplier industry and delays in delivery by our suppliers and service providers. Although we require our third-party suppliers and providers to supply us with components and services that meet our specifications and other applicable legal and regulatory requirements in our agreements and contracts, and we perform incoming inspection, testing or other acceptance activities to ensure the components meet our requirements, there is a risk that these third parties will not always act consistent with our best interests, and may not always supply components or provide services that meet our requirements or in a timely manner. If we receive a significant number of warranty claims or our AquaBeam Robotic Systems require significant amounts of service after sale, our operating expenses may substantially increase and our business and financial results will be adversely affected. We currently warrant each AquaBeam Robotic System against defects in materials and workmanship for a period of approximately 12 months from the installation of our product by a customer. We also expect to provide technical and other services to customers beyond the warranty period pursuant to a supplemental service plan that we sell for our AquaBeam Robotic System. We have a limited history of commercial placements from which to judge our rate of warranty claims, and we expect that the number of warranty claims we receive may increase as we scale our operations and as our existing commercial placements age. If product returns or warranty claims are significant or exceed our expectations, we could incur unanticipated reductions in sales or additional operating expenditures for parts and service. In addition, our reputation could be damaged and our products may not achieve the level of market acceptance that we are targeting in order to achieve and maintain profitability. Unforeseen warranty exposure could negatively impact our business and financial results. We need to ensure strong product performance and reliability to maintain and grow our business. We need to maintain and continuously improve the performance and reliability of our AquaBeam Robotic System to achieve our profitability objectives. Poor product performance and reliability could lead to customer dissatisfaction, adversely affect our reputation and revenues, and increase our service and distribution costs and working capital requirements. In addition, software and hardware incorporated into our AquaBeam Robotic System may contain errors or defects, especially when first introduced and while we have made efforts to test this software and hardware extensively, we cannot assure that the software and hardware, or software and hardware developed in the future, will not experience errors or performance problems. Our business, financial condition, results of operations and growth have been adversely impacted by the effects of the COVID-19 pandemic and may continue to be adversely impacted. We are subject to risks related to the public health crises such as the global pandemic associated with COVID-19. The COVID-19 outbreak has negatively impacted and may continue to negatively impact, including the emergence and impact of the various COVID-19 variants, our operations and revenues and overall financial condition by decreasing the number of BPH procedures generally, which has slowed adoption of our AquaBeam Robotic System during the course of the pandemic. We believe the number of our systems sold has also been impacted as health care organizations globally have prioritized the treatment of patients with COVID-19. For example, for a period of time in the United States, governmental authorities recommended, and in certain cases required, that elective, specialty and other procedures and appointments be suspended or canceled to avoid non-essential patient exposure to medical environments and potential infection with COVID-19 and to focus limited resources and personnel capacity toward the treatment of COVID-19. These measures and challenges led to our decision to reforecast our revenue for 2020, and they may continue or resume for the duration of the pandemic, which is uncertain, and may negatively impact our revenue growth while the pandemic continues. Further, once the pandemic subsides, we anticipate there may be a backlog of patients seeking appointments with physicians and surgeries to be performed at hospitals relating to a variety of medical conditions. As a result, patients seeking to have our Aquablation therapy performed will have to navigate limited provider capacity. We also experienced a slowdown of enrollment in certain clinical trials. Numerous state and local jurisdictions have imposed, and others in the future may impose, shelter-in-place orders, quarantines, executive orders, and similar government orders and restrictions for their residents to control the spread of COVID-19. Starting in mid-March 2020, the governor of California, where our headquarters are located, issued shelter-in-place or stay at home orders restricting non-essential activities, travel, and business operations, subject to certain exceptions for necessary activities. Such orders or restrictions have resulted in our headquarters closing, slowdowns and delays, travel restrictions, and cancellation of training and other events, among other effects, thereby negatively impacting our operations. Employees whose tasks can be performed offsite have been encouraged to work from home. Additionally, if the COVID-19 situation persists or worsens in certain geographies around the world, shutdowns and continued government restrictions may impact our sales activities, supply chain, and business. Identifying and recruiting qualified sales and marketing personnel and training them has been, and continues to be, more difficult as a result of the COVID-19 pandemic as many of these activities must be conducted remotely, and we believe that some candidates are reluctant to change jobs during the pandemic. In addition, even when we are able to hire additional sales and marketing personnel, we must then train them on our product, applicable federal and state laws, and regulations, and on our internal policies and procedures. This training process was initially conducted remotely, which made training more challenging. We recently resumed partial in-person training with respect to training sales and marketing personnel, among others. Upon completion of the training, the lead time that our territory managers typically require in the field to grow their network of accounts and achieve the productivity levels we expect them to reach in any individual territory, has been, and continues to be, prolonged during and as a result of the COVID-19 pandemic. We have also experienced disruptions, and may experience future disruptions, including delays in territory managers becoming fully trained and productive challenges in analyzing territory manager performance and in recruiting and hiring new employees difficulties and delays in physician outreach and training physicians to use our AquaBeam Robotic System restrictions on personnel to travel delays in initiation, enrollment and follow-ups of our clinical studies challenges with maintaining adequate supply from third-party manufacturers of components and finished goods and distribution providers and access to physicians for training and case support. In addition, our customers have experienced financial hardship and some of them may not fully recover. This could lead to some of these customers temporarily or permanently shutting down, filing for bankruptcy, or being acquired by larger health systems, leading to reduced procedures or additional pricing pressure on our products. For more information, see Management s Discussion and Analysis of Financial Condition and Results of Operations Impact of COVID-19. In addition, to the extent the recovery from the COVID-19 pandemic is prolonged for any reason, including due to the emergence and impact of the various COVID-19 variants, and continues to adversely affect our business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties described in this Risk Factors section. We may encounter difficulties in managing our growth, which could disrupt our operations. We have experienced substantial growth in our operations, and we expect to experience continued substantial growth in our business. For example, as of June 30, 2021, we had approximately 205 employees compared to 104 employees as of June 30, 2018. Over the next several years, we expect to increase significantly the scope of our operations, particularly in the areas of manufacturing, sales and support, research and development, product development, regulatory affairs, marketing and other functional areas, including finance, accounting, quality control, and legal, especially as we transition to operating as a public company. To manage our anticipated future growth, we must continue to implement and improve our managerial, operational quality and financial systems, expand our facilities and continue to recruit and train additional qualified personnel. Due to our limited financial resources, we may not be able to manage the expansion of our operations or recruit and train additional qualified personnel in an effective manner. In addition, the physical expansion of our operations may lead to significant costs and may divert our management and business development resources. Any inability to manage growth could delay the execution of our business plans or disrupt our operations. Our results of operations will be materially harmed if we are unable to accurately forecast customer demand for, and utilization of, our AquaBeam Robotic System and manage our inventory. To ensure adequate inventory supply, we must forecast inventory needs and manufacture our AquaBeam Robotic System console and the single-use disposable handpieces based on our estimates of future demand for, and utilization of, our AquaBeam Robotic System. Our ability to accurately forecast demand and utilization could be negatively affected by many factors, including our failure to accurately manage our expansion strategy, product introductions by competitors, an increase or decrease in customer demand for our products or for products of our competitors, our failure to accurately forecast customer acceptance of new products, unanticipated changes in general market conditions or regulatory matters and weakening of economic conditions or consumer confidence in future economic conditions. Inventory levels in excess of customer demand may result in inventory write-downs or write-offs, which would cause our gross margin to be adversely affected and could impair the strength of our brand. Conversely, if we underestimate customer demand and utilization, our supply chain, manufacturing partners and or internal manufacturing team may not be able to deliver components and products to meet our requirements, and this could result in damage to our reputation and customer relationships. In addition, if we experience a significant increase in demand or utilization, additional supplies of raw materials or additional manufacturing capacity may not be available when required on terms that are acceptable to us, or at all, or suppliers may not be able to allocate sufficient capacity in order to meet our increased requirements, which will adversely affect our business, financial condition and results of operations. Our internal computer systems, or those used by our contractors or consultants, may fail or suffer security breaches, and such failure could negatively affect our business, financial condition and results of operations. We depend on our information technology systems for the efficient functioning of our business, including the manufacture, distribution and maintenance of our products, as well as for accounting, data storage, compliance, purchasing, inventory management and other related functions. We do not have redundant information technology in all aspects of our systems at this time. Despite the implementation of security and back-up measures, our internal computer, server, and other information technology systems as well as those of our third-party consultants, contractors, suppliers, and service providers, may be vulnerable to damage from physical or electronic break-ins, accidental or intentional exposure of our data by employees or others with authorized access to our networks, computer viruses, malware, ransomware, supply chain attacks, natural disasters, terrorism, war, telecommunication and electrical failure, denial of service, and other cyberattacks or disruptive incidents that could result in unauthorized access to, use or disclosure of, corruption of, or loss of sensitive, and or proprietary data, including personal information, including health-related information, and could subject us to significant liabilities and regulatory and enforcement actions, and reputational damage. Additionally, theft of our intellectual property or proprietary business information could require substantial expenditures to remedy. Such theft could also lead to loss of intellectual property rights through disclosure of our proprietary business information, and such loss may not be capable of remedying. If we or our third-party consultants, contractors, suppliers, or service providers were to suffer an attack or breach, for example, that resulted in the unauthorized access to or use or disclosure of personal or health information, we may have to notify consumers, partners, collaborators, government authorities, and the media, and may be subject to investigations, civil penalties, administrative and enforcement actions, and litigation, any of which could harm our business and reputation. Likewise, we rely on third parties to conduct clinical trials, and similar events relating to their computer systems and networks could also have a material adverse effect on our business. The COVID-19 pandemic has generally increased the risk of cybersecurity intrusions. Our reliance on internet technology and the number of our employees who are working remotely may create additional opportunities for cybercriminals to exploit vulnerabilities. For example, there has been an increase in phishing and spam emails as well as social engineering attempts from hackers hoping to use the recent COVID-19 pandemic to their advantage. Furthermore, because the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or systems or data or systems of our commercial partners, or inappropriate or unauthorized access to or disclosure or use of confidential, proprietary, or other sensitive, personal, or health information, we could incur liability and suffer reputational harm. Failure to maintain or protect our information technology systems effectively could negatively affect our business, financial condition and results of operations. Failure to comply with data protection laws and regulations could lead to government enforcement actions (which could include civil or criminal penalties), private litigation, and or adverse publicity and could negatively affect our operating results and business. We may be subject to federal, state, and foreign data protection laws and regulations (i.e., laws and regulations that address privacy and data security). In the United States, numerous federal and state laws and regulations, including state data breach notification laws, state health information privacy laws, and federal and state consumer protection laws and regulations that govern the collection, processing, use, disclosure, and protection of health-related and other personal information could apply to our operations or the operations of our partners. For example, the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and their respective implementing regulations, impose obligations on covered entities, including certain health care providers, health plans, and health care clearinghouses, and their respective business associates that create, receive, maintain or transmit individually identifiable health information for or on behalf of a covered entity, as well as their covered subcontractors with respect to safeguarding the privacy, security and transmission of individually identifiable health information. We may obtain health information from third parties (including research institutions from which we obtain clinical trial data) that are subject to privacy and security requirements under HIPAA. Entities that are found to be in violation of HIPAA, whether as the result of a breach of unsecured PHI, a complaint about privacy practices, or an audit by the Department of Health and Human Services, or HHS, may be subject to significant civil, criminal, and administrative fines and penalties and or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance. Depending on the facts and circumstances, we could be subject to penalties if we violate HIPAA. Even when HIPAA does not apply, according to the Federal Trade Commission, or the FTC, failing to take appropriate steps to keep consumers personal information secure may constitute unfair acts or practices in or affecting commerce in violation of the Federal Trade Commission Act. The FTC expects a company s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Individually identifiable health information is considered sensitive data that merits stronger safeguards. In addition, certain state laws govern the privacy and security of health-related and other personal information in certain circumstances, some of which may be more stringent, broader in scope or offer greater individual rights with respect to protected health information than HIPAA, many of which may differ from each other, thus, complicating compliance efforts. Failure to comply with these laws, where applicable, can result in the imposition of significant civil and or criminal penalties and private litigation. For example, California recently enacted the California Consumer Privacy Act, or CCPA, which creates new individual privacy rights for California consumers (as defined in the law), including the right to opt out of certain disclosures of their information, and places increased privacy and security obligations on entities handling certain personal data of consumers or households and may apply to us in the future. The CCPA also creates a private right of action with statutory damages for certain data breaches, thereby potentially increasing risks associated with a data breach. Further, the California Privacy Rights Act, or CPRA, recently passed in California. The CPRA will impose additional data protection obligations on covered businesses, including additional consumer rights processes, limitations on data uses, new audit requirements for higher risk data, and opt outs for certain uses of sensitive data. It will also create a new California data protection agency authorized to issue substantive regulations and could result in increased privacy and information security enforcement. The majority of the provisions will go into effect on January 1, 2023, and additional compliance investment and potential business process changes may be required. The CCPA and CPRA could mark the beginning of a trend toward more stringent privacy legislation in the United States, as other states or the federal government may follow California's lead and increase protections for U.S. residents. For example, on March 2, 2021, the Virginia Consumer Data Protection Act, which will take effect on January 1, 2023, was signed into law. The CCPA has already prompted a number of proposals for new federal and state privacy legislation that, if passed, could increase our potential liability, add layers of complexity to compliance in the U.S. market, increase its compliance costs and adversely affect its business. Foreign data protection laws, including the General Data Protection Regulation, or GDPR, which went into effect in May 2018, may also apply to our processing of health-related and other personal data regardless of where the processing in question is carried out. The GDPR imposes stringent requirements for controllers and processors of personal data of individuals within the European Economic Area, or EEA. The GDPR applies to any company established in the EEA as well as to those outside the EEA if they collect, process, and use personal data in connection with the offering of goods or services to individuals in the EEA or the monitoring of their behavior. The GDPR, together with national legislation, regulations and guidelines of the EEA Member States and the United Kingdom, or UK, governing the processing of personal data, impose strict obligations and restrictions on the ability to collect, analyze and transfer personal data, including health data from clinical trials and adverse event reporting. In particular, these obligations and restrictions involve the consent of the individuals to whom the personal data relates, the information provided to the individuals, the transfer of personal data out of the EEA or the UK to jurisdictions deemed to have inadequate, security breach notifications, security and confidentiality of the personal data and imposition of substantial potential fines for breaches of the data protection obligations. Companies that must comply with the GDPR face increased compliance obligations and risk, including more robust regulatory enforcement of data protection requirements and potential fines for noncompliance of up to 20 million or 4% of the annual global revenues of the noncompliant company, whichever is greater. Further, from January 1, 2021, companies have to comply with the GDPR and also the UK GDPR, which, together with the amended UK Data Protection Act 2018, retains the GDPR in UK national law. The UK GDPR mirrors the fines under the GDPR, e.g. fines up to the greater of 20 million ( 17.5 million) or 4% of global turnover. The relationship between the UK and the European Union in relation to certain aspects of data protection law remains unclear, and it is unclear how UK data protection laws and regulations will develop in the medium to longer term, and how data transfers to and from the UK will be regulated in the long term. These changes will lead to additional costs and increase our overall risk exposure. Currently there is a four to six-month grace period agreed in the EU and UK Trade and Cooperation Agreement, ending June 30, 2021 at the latest, during which time the parties discuss an adequacy decision. The European Commission published a draft adequacy decision on February 19, 2021. If adopted, the decision will enable data transfers from EU Member States to the UK for a four-year period, subject to subsequent extensions. Implementing mechanisms that endeavor to ensure compliance with the GDPR and relevant local legislation in EEA Member States and the UK may be onerous and may interrupt or delay our development activities, and adversely affect our business, financial condition, results of operations, and prospects. In addition to the foregoing, a breach of the GDPR or other applicable privacy and data protection laws and regulations could result in regulatory investigations, reputational damage, and orders to cease change our use of data, enforcement notices, or potential civil claims including class action-type litigation. While we have taken steps to comply with the GDPR where applicable, including by reviewing our security procedures, and entering into data processing agreements with relevant contractors, our efforts to achieve and remain in compliance may not be fully successful. Compliance with US, foreign, and local privacy and security laws, rules and regulations could require us to take on more onerous obligations in our contracts, require us to engage in costly compliance exercises, restrict our ability to collect, use and disclose data, or in some cases, impact our or our partners or suppliers ability to operate in certain jurisdictions. Each of these constantly evolving laws can be subject to varying interpretations. Failure to comply with US and foreign data protection laws and regulations could result in government investigations and enforcement actions (which could include civil or criminal penalties), fines, private litigation, and or adverse publicity and could negatively affect our operating results and business. Moreover, patients about whom we or our partners obtain information, as well as the providers who share this information with us, may contractually limit our ability to use and disclose the information. Claims that we have violated individuals privacy rights, failed to comply with data protection laws, or breached our contractual obligations, even if we are not found liable, could be expensive and time-consuming to defend and could result in adverse publicity that could harm our business. Natural or man-made disasters and other similar events may significantly disrupt our business, and negatively impact our business, financial condition and results of operations. A significant portion of our employee base, and our primary operating facility and infrastructure are centralized in Northern California. Our facility may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, wildfires, floods, nuclear disasters, riots, acts of terrorism or other criminal activities, public health emergencies such as infectious disease outbreaks, including the COVID-19 pandemic, power outages and other infrastructure failures, which may render it difficult or impossible for us to operate our business for some period of time. Our facilities would likely be costly to repair or replace, and any such efforts would likely require substantial time. Any disruptions in our operations could adversely affect our business and results of operations and harm our reputation. Moreover, although we have disaster recovery plans, they may prove inadequate. We may not carry sufficient business insurance to compensate for losses that may occur. Any such losses or damages could have a material adverse effect on our business and results of operations. In addition, the facilities of our suppliers and manufacturers may be harmed or rendered inoperable by such natural or man-made disasters, which may cause disruptions, difficulties or otherwise materially and adversely affect our business, financial condition and results of operations. The sizes of the addressable markets for our AquaBeam Robotic System have not been established with precision and our potential market opportunity may be smaller than we estimate and may decline. Our estimates of the annual total addressable market for our AquaBeam Robotic System are based on a number of internal and third-party estimates, including, without limitation, the assumed prices at which we can sell our AquaBeam Robotic System and the single-use disposable handpieces. While we believe our assumptions and the data underlying our estimates are reasonable, these assumptions and estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates of the annual total addressable market for our AquaBeam Robotic System may prove to be incorrect. If the actual number of patients who would benefit from our AquaBeam Robotic System, the price at which we can sell our AquaBeam Robotic System, or the total addressable market for our AquaBeam Robotic System is smaller than we have estimated, it may impair our sales growth and materially and adversely affect our business, financial condition and results of operations. Until we are able to achieve broader market acceptance of our AquaBeam Robotic System and Aquablation therapy, we may face risks associated with a more concentrated customer base. One of our customers accounted for 19% of revenue during the year ended December 31, 2019. No customers accounted for more than 10% of revenue during the year ended December 31, 2020. Two customers accounted for 13% and 12% of revenue during the six months ended June 30, 2020. No customers accounted for more than 10% of revenue during the six months ended June 30, 2021. Three of our customers accounted for 20%, 18%, and 11% of accounts receivable at December 31, 2019. Two of our customers accounted for 22% and 13% of accounts receivable at December 31, 2020. One customer accounted for 11% of accounts receivable at June 30, 2021. While we believe this concentration is primarily attributable to our limited history of commercial operations, until we are able to achieve broader market acceptance of our AquaBeam Robotic System and Aquablation therapy, we may face risks associated with a more concentrated customer base. There are risks whenever a significant percentage of revenue is concentrated with a limited number of customers. For example, revenue from these customers may fluctuate from time to time based on these customers business needs, the timing of which may be affected by market conditions or other facts outside of our control. These customers could also potentially pressure us to reduce the prices we charge for our single-use disposable handpieces, which could have an adverse effect on our margins and financial position and could negatively affect our revenue and results of operations. If any of our largest customers terminates its relationship with us, such termination could negatively affect our revenues and results of operations. If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit or halt the marketing and sale of our products. The expense and potential unavailability of insurance coverage for liabilities resulting from our products could harm us and our ability to sell our products. We face an inherent risk of product liability as a result of the marketing and sale of our products. For example, we may be sued if our AquaBeam Robotic System, the single-use disposable handpiece or any of their component parts causes, or is perceived to cause, injury or is found to be otherwise unsuitable during manufacturing, marketing or sale. We may also be subject to product liability claims if our products or services are deemed non-compliant with applicable laws or regulations. Any such product liability claim may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability or a breach of warranties. In addition, we may be subject to claims against us even if the apparent injury is due to the actions of others or the pre-existing health conditions of the patient. We may also be subject to claims that are caused by the activities of our suppliers, such as those who provide us with components and sub-assemblies, or manufacturers who produce our AquaBeam Robotic System and the single-use disposable handpieces. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit or halt the marketing and sale of our products. Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in decreased demand for our products harm to our reputation initiation of investigations by regulators, which could result in enforcement action against us or our contract manufacturers costs to defend the related litigation a diversion of management s time and our resources substantial monetary awards to trial participants or patients product recalls, withdrawals or labeling, marketing or promotional restrictions loss of revenue and exhaustion of any available insurance and our capital resources. The risk of a product liability lawsuit may increase if our products were deemed to be non-compliant with applicable laws and regulation. In the event we face a product liability lawsuit, we believe we have adequate product liability insurance, but it may not prove to be adequate to cover all liabilities that we may incur. Insurance coverage is increasingly expensive. We may not be able to maintain or obtain insurance at a reasonable cost or in an amount adequate to satisfy any liability that may arise. Our insurance policy contains various exclusions, and we may be subject to a product liability claim for which we have no coverage. The potential inability to obtain sufficient product liability insurance at an acceptable cost to protect against product liability claims could prevent or inhibit the marketing and sale of our products. We may have to pay any amounts awarded by a court or negotiated in a settlement that exceed our coverage limitations or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to pay such amounts, which would have a material adverse effect on our business, financial condition and results of operations. In addition, any product liability claims brought against us, with or without merit, could increase our product liability insurance rates or prevent us from securing continuing coverage, harm our reputation in the industry, significantly increase our expenses and reduce product sales. Cost-containment efforts of our customers, purchasing groups and governmental organizations could have a material adverse effect on our sales and profitability. In an effort to reduce costs, many hospitals in the United States have become members of GPOs and IDNs. GPOs and IDNs negotiate pricing arrangements with medical device companies and distributors and then offer these negotiated prices to affiliated hospitals and other members. GPOs and IDNs typically award contracts on a category-by-category basis through a competitive bidding process. Bids are generally solicited from multiple providers with the intention of driving down pricing or reducing the number of vendors. Due to the highly competitive nature of the GPO and IDN contracting processes, we may not be able to obtain new, or maintain existing, contract positions with major GPOs and IDNs. Furthermore, the increasing leverage of organized buying groups may reduce market prices for our AquaBeam Robotic System, thereby reducing our revenue and margins. While having a contract with a GPO or IDN for a given product category can facilitate sales to members of that GPO or IDN, such contract positions can offer no assurance that any level of sales will be achieved, as sales are typically made pursuant to individual purchase orders. Even when a provider is the sole contracted supplier of a GPO or IDN for a certain product category, members of the GPO or IDN are generally free to purchase from other suppliers. Furthermore, GPO and IDN contracts typically are terminable without cause by the GPO or IDN upon 60 to 90 days notice. Accordingly, the members of such groups may choose to purchase alternative products due to the price or quality offered by other companies, which could result in a decline in our revenue. We may seek strategic alliances, joint ventures or collaborations, or enter into licensing or partnership arrangements in the future and may not be successful in doing so, and even if we are, we may not realize the benefits or costs of such relationships. We may form or seek strategic alliances, create joint ventures or collaborations or enter into licensing or partnership arrangements with third parties that we believe will compliment or augment our sales and marketing efforts with respect to our AquaBeam Robotic System. We may not be successful in our efforts to establish such collaborations. Any of these relationships may require us to incur non-recurring and other charges, increase our near and long-term expenditures, issue securities that dilute our existing stockholders or disrupt our management and business. In addition, we face significant competition in seeking appropriate strategic partners and the negotiation process is time-consuming and complex. Moreover, we may not be successful in our efforts to establish a strategic alliance or other alternative arrangements for our products. We cannot be certain that, following a strategic alliance or similar arrangement, we will achieve the revenue or specific net income that justifies such transaction. In addition, any potential future collaborations may be terminable by our collaborators, and we may not be able to adequately protect our rights under these agreements. Any termination of collaborations we enter into in the future, or delays in entering into new strategic partnership agreements could delay tour sales and marketing efforts, which would harm our business prospects, financial condition and results of operations. Our future growth may depend, in part, on our ability to penetrate foreign markets, where we would be subject to additional regulatory burdens and other risks and uncertainties. We currently market and sell our products in 15 countries outside of the United States, including Germany, France, Italy, Spain and the United Kingdom. The sale and shipment of our products across international borders, as well as the purchase of components and products from international sources, subjects us to extensive U.S. and other foreign governmental trade, import and export and customs laws and regulations. Compliance with these laws and regulations is costly and exposes us to penalties for non-compliance. We expect our international activities will be dynamic over the foreseeable future as we continue to pursue opportunities in international markets. Our international business operations are subject to a variety of risks, including difficulties in staffing and managing foreign and geographically dispersed operations, to the extent we establish non-U.S. operations differing and multiple payor reimbursement regimes, government payors or patient self-pay systems difficulties in determining and creating the proper sales pathway in new, international markets compliance with various U.S. and international laws, including export control laws and the U.S. Foreign Corrupt Practices Act of 1977, or the FCPA, and anti-money laundering laws differing regulatory requirements for obtaining clearances or approvals to market our products changes in, or uncertainties relating to, foreign rules and regulations that may impact our ability to sell our products, perform services or repatriate profits to the United States tariffs and trade barriers, export regulations, sanctions and other regulatory and contractual limitations on our ability to sell our products in certain foreign markets potential adverse tax consequences, including imposition of limitations on or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries or joint ventures imposition of differing labor laws and standards armed conflicts or economic, political or social instability in foreign countries and regions fluctuations in foreign currency exchange rates an inability, or reduced ability, to protect our intellectual property, including any effect of compulsory licensing imposed by government action and availability of government subsidies or other incentives that benefit competitors in their local markets that are not available to us. We are assessing the opportunity to expand into other international markets. However, our expansion plans may not be realized, or if realized, may not be successful. We expect each market to have particular regulatory hurdles to overcome, and future developments in these markets, including the uncertainty relating to governmental policies and regulations, could harm our business. We are highly dependent on our senior management team and key personnel, and our business could be harmed if we are unable to attract and retain personnel necessary for our success. We are highly dependent on our senior management, including our chief executive officer, Reza Zadno, Ph.D., and other key personnel. Our success will depend on our ability to retain senior management and to attract, recruit, retain, manage and motivate qualified personnel in the future, particularly with respect to an expected increase in hiring in connection with becoming a public company, including sales and marketing professionals, scientists, clinical specialists, engineers and other highly skilled personnel and to integrate current and additional personnel in all departments. The loss of members of our senior management, sales and marketing professionals, scientists, clinical and regulatory specialists and engineers could result in delays in product development and harm our business. If we are not successful in attracting and retaining highly qualified personnel, it would have a material adverse effect on our business, financial condition and results of operations. Competition for skilled personnel in our market is intense and may limit our ability to hire and retain highly qualified personnel on acceptable terms, or at all. To induce valuable employees to remain at our company, we have issued and may continue to issue equity awards that vest over time, in addition to salary and cash incentives. The value to employees of equity awards that vest over time may be significantly affected by movements in our stock price that are beyond our control, and may at any time be insufficient to counteract more lucrative offers from other companies. Despite our efforts to retain valuable employees, members of our management, scientific and development teams may terminate their employment with us on short notice. Our employment arrangements with our employees provide for at-will employment, which means that any of our employees could leave our employment at any time, with or without notice. We also do not maintain key man insurance policies on the lives of these individuals or the lives of any of our other employees. This lack of insurance means that we may not have adequate compensation for the loss of the services of these individuals. We could be adversely affected by violations of the FCPA and similar worldwide anti-bribery laws, as well as violations of export or import controls or economic sanctions laws and regulations. Any investigation, and the outcome of any investigation, by government agencies of possible violations by us of such laws and regulations could have a material adverse effect on our business. We are subject to anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute in 18 U.S.C. 201, the International Travel Act of 1961, as amended, or the U.S. Travel Act, the U.K. Bribery Act 2010, or the Bribery Act, and similar anti-bribery laws in jurisdictions in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees, agents, and intermediaries from corruptly authorizing, promising, providing, or offering, directly or indirectly, improper payments or anything else of value to government officials and persons in the private sector for the purpose of obtaining or retaining business. In addition, an organization that fails to prevent bribery by anyone associated with the organization can be charged under the Bribery Act, unless the organization can establish the defense of having implemented adequate procedures to prevent bribery. We are also subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Treasury Department s Office of Foreign Assets Controls. Compliance with applicable regulatory requirements regarding the export of our products may require us to obtain licenses and authorizations prior to export, create delays in the introduction of our products in certain international markets or, in some cases, prevent the export of our products to some countries altogether. Furthermore, U.S. export control laws and economic sanctions prohibit the shipment of certain products and services to countries, governments, and persons targeted by U.S. sanctions. We are in the process of further enhancing policies designed to ensure compliance by us and our directors, officers, employees, representatives, consultants and agents with the FCPA, the Bribery Act, OFAC laws and regulations, and other export control, anti-corruption, anti-money-laundering and anti-terrorism laws and regulations. In the future, we may operate in parts of the world that pose a heightened corruption risk. Moreover, because of the significant role government entities play in the regulation of many foreign healthcare markets, we may be exposed to heightened FCPA and similar risks arising from our efforts to seek regulatory approval of and reimbursement for our products in such countries. We cannot assure you that our internal control policies and procedures will protect us from improper acts committed by our employees or agents, nor can we assure you that our business partners have not engaged and will not engage in improper conduct that could materially affect their ability to perform their contractual obligations to us or even result in our being held liable for such conduct. The U.S. Departments of Justice, Commerce, State and Treasury and other federal agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of anti-corruption laws, economic sanctions laws, and export control and import laws. In addition, violations of these laws, or allegations of such violations, would significantly disrupt our business and have a material adverse effect on our business, financial condition and results of operations. Our ability to utilize our net operating loss carryforwards and research and development credit may be limited. As of December 31, 2020, we had U.S. federal and state net operating loss, or NOL, carryforwards of approximately $170.8 million and $100.7 million, respectively, and U.S. federal and state research and development credit carryforwards of $3.1 million and $2.5 million, respectively. NOLs incurred in taxable years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such federal NOLs in taxable years beginning after December 31, 2020, is limited to 80% of current year taxable income. In general, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an ownership change, generally defined as a greater than 50 percentage point change by value in its equity ownership over a rolling three-year period, is subject to limitations on its ability to utilize its pre-change NOLs and its research and development credit carryforwards to offset post-change taxable income. Similar rules may apply under state tax laws. Our existing NOLs and research and development credit carryforwards have been, and may in the future be, subject to limitations arising from previous ownership changes, and if we undergo an ownership change, our ability to utilize NOLs and research and development credit carryforwards could be further limited by Sections 382 and 383 of the Code. Future changes in our stock ownership, some of which might be beyond our control, could result in an ownership change under Section 382 of the Code. For these reasons, in the event we experience a future change of control, we may not be able to utilize a material portion of the NOLs, research and development credit carryforwards or disallowed interest expense carryovers, even if we attain profitability. In addition, for state income tax purposes, the extent to which states will conform to the federal laws is uncertain and there may be periods during which the use of NOL carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. For example, California imposed limits on the usability of California state NOLs and tax credits in tax years beginning after 2019 and before 2023. In addition, the tax benefit of NOLs, temporary differences and credit carryforwards are required to be recorded as an asset to the extent that we assess that realization is more likely than not. We believe that recognition of the deferred tax asset arising from these future tax benefits is not likely to be realized and, accordingly, have provided a full valuation allowance against our net deferred tax asset. We may acquire other businesses which could require significant management attention, disrupt our business, dilute stockholder value and adversely affect our results of operations. As part of our business strategy, we may in the future make acquisitions or investments in complementary companies, products or technologies that we believe fit within our business model and can address the needs of our existing and potential customers. However, we may not be able to acquire and integrate other companies, products or technologies in a successful manner. We may not be able to find suitable acquisition candidates, and we may not be able to complete such acquisitions on favorable terms, if at all. In addition, the pursuit of potential acquisitions may divert the attention of management and cause us to incur additional expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, including increases in revenue, and any acquisitions we complete could be viewed negatively by our customers, investors and industry analysts. Future acquisitions may reduce our cash available for operations and other uses and could result in amortization expense related to identifiable assets acquired. We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could adversely affect our financial condition or the value of our common stock. The sale or issuance of equity to finance any such acquisitions would result in dilution to our stockholders. The incurrence of indebtedness to finance any such acquisition would result in fixed obligations and could also include covenants or other restrictions that could impede our ability to manage our operations. In addition, our future results of operations may be adversely affected by the dilutive effect of an acquisition, performance earn-outs or contingent bonuses associated with an acquisition. Furthermore, acquisitions may require large, one-time charges and can result in increased debt or contingent liabilities, adverse tax consequences, additional stock-based compensation expenses and the recording and subsequent amortization of amounts related to certain purchased intangible assets, any of which items could negatively affect our future results of operations. We may also incur goodwill impairment charges in the future if we do not realize the expected value of any such acquisitions. Also, the anticipated benefit of any acquisition may not materialize, or such acquisition may be prohibited. In September 2019, we entered into the loan and security agreement with Oxford Finance LLC which also restricts our ability to pursue certain mergers, acquisitions, amalgamations or consolidations that we may believe to be in our best interest. Additionally, future acquisitions or dispositions could result in potentially dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses or write-offs of goodwill, any of which could harm our financial condition. We cannot predict the number, timing or size of future joint ventures or acquisitions, or the effect that any such transactions might have on our operating results. Risks Related to Governmental Regulation Changes to the reimbursement rates for BPH treatments and measures to reduce healthcare costs may adversely impact our business. We derive our revenue from sales of our products to hospitals, ambulatory surgery centers and other healthcare facilities, which typically bill all or a portion of the costs and fees associated with using our products to various third-party payors, including Medicare, Medicaid, private commercial insurance companies, health maintenance organizations and other healthcare-related organizations. Because a vast majority of U.S. patients with BPH are covered by Medicare, the Medicare coverage policy and reimbursement rate are important factors in a physician s decision to use Aquablation therapy and limits the prices we may charge for our products. In order to facilitate access for Medicare beneficiaries to new devices, the Centers for Medicare Medicaid Services, or CMS, the federal agency responsible for administering the Medicare program, grants approval for transitional pass-through payments under the Medicare hospital outpatient prospective payment system, or OPPS, and ambulatory surgical center, or ASC, payment system for medical devices that meet certain criteria. Effective January 1, 2020, hospitals and ASCs receive an additional payment for the single-use handpiece when performing Aquablation therapy in the hospital outpatient setting until December 31, 2022. When that payment expires, hospitals will no longer receive separate reimbursement for our device and instead, receive a single bundled payment rate intended to cover the costs of all items and services, including our products, using during the Aquablation therapy. Accordingly, the additional cost associated with the use of our products may affect the profit margin of the hospital or ASC where the procedure is performed. Some of our target customers may be unwilling to adopt our products in light of potential additional associated cost. Many BPH patients have Medicaid coverage that is supplemental to Medicare coverage, and some BPH patients may have Medicaid as their primary coverage. Because Medicaid is a state-administered program, Medicaid coverage policies and reimbursement vary by state. Changes in state Medicaid or other non-Medicare government-based programs or payment rates could have an adverse effect on our customer s business. Finally, some patients may have coverage through private insurance, for example through a marketplace plan set up under the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, or collectively, the ACA, or through an employer or union group health plan. Private insurance coverage policies can vary and reimbursement is generally higher than government reimbursement, but it varies by sponsor and plan. Commercial payment rates are negotiated between our customers and insurers or other third-party administrators, and commercial payors may also exert downward pressure on payment rates. Any reduction in reimbursement rates for Aquablation therapy may adversely affect our customers businesses and cause them to enact cost reduction measures that may include reducing the scope of their programs, which could result in a reduced demand for our product or additional pricing pressures. Healthcare reform measures could hinder or prevent the commercial success of our AquaBeam Robotic System. In the United States, there have been, and we expect there will continue to be, a number of legislative and regulatory changes to the healthcare system in ways that may harm our future revenues and profitability and the demand for our AquaBeam Robotic System. Federal and state lawmakers regularly propose and, at times, enact legislation that would result in significant changes to the healthcare system, some of which are intended to contain or reduce the costs of medical products and services. Current and future legislative and regulatory proposals to further reform healthcare or reduce healthcare costs may limit coverage of or lower reimbursement for the procedures associated with the use of our AquaBeam Robotic System. The cost containment measures that payors and providers are instituting and the effect of any healthcare reform initiative implemented in the future could impact our revenue from the sale of our AquaBeam Robotic System. By way of example, in the United States, the ACA was enacted in March 2010 and substantially changed the way healthcare is financed by both governmental and private insurers, and significantly impacts our industry. The ACA contained a number of provisions, including those governing enrollment in federal healthcare programs, reimbursement changes and fraud and abuse measures, all of which have impacted existing government healthcare programs and will result in the development of new programs. Since its enactment, there have been numerous amendments to the ACA and revisions to implementing regulations, along with judicial, executive and Congressional challenges to certain aspects of the ACA. On June 17, 2021, the Supreme Court ruled that states and individuals lacked standing to challenge the constitutionality of the ACA s individual mandate, post-repeal of its associated tax penalty. Additionally, President Biden issued an executive order that initiated a special enrollment period for purposes of obtaining health insurance coverage through the ACA marketplace, which began on February 15, 2021 and will remain open through August 15, 2021. The executive order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare, including among others, reexamining Medicaid demonstration projects and waiver programs that include work requirements, and policies that create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the ACA. Additional legislative changes, regulatory changes and judicial challenges related to the ACA remain possible. We cannot predict what effect further changes related to the ACA, including under the Biden administration, will have on our business. In addition, other legislative changes have been proposed and adopted since the ACA was enacted. For example, the Budget Control Act of 2011, among other things, and in connection with subsequent legislation, reduced Medicare payments to providers of, on average, 2% per fiscal year, which went into effect on April 1, 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through 2030, with the exception of a temporary suspension from May 1, 2020 through December 31, 2021, unless additional Congressional action is taken. Additionally, the American Taxpayer Relief Act of 2012, among other things, further reduced Medicare payments to several categories of healthcare providers, including hospitals, and increased the statute of limitations period for the government to recover Medicare overpayments to providers from three to five years. The continuing efforts of the government, insurance companies, managed care organizations and other payors of healthcare services to contain or reduce costs of healthcare may harm our ability to set a price that we believe is fair for our AquaBeam Robotic System our ability to generate revenue and achieve or maintain profitability and the availability of capital. The current presidential administration and Congress may continue to pursue significant changes to the current healthcare laws. We cannot predict what other laws and regulations will ultimately be enacted and implemented at the federal or state level or the effect of any future legislation or regulation in the United States on our business, financial condition, and results of operations. Future changes in healthcare policy could increase our costs and subject us to additional requirements that may interrupt commercialization of our current and future solutions, decrease our revenue and impact sales of and pricing for our current and future products. We must comply with anti-kickback, fraud and abuse, false claims, transparency, and other healthcare laws and regulations. Our current and future operations are subject to various federal and state healthcare laws and regulations. These laws affect our sales, marketing and other promotional activities by limiting the kinds of financial arrangements, including sales programs, we may have with hospitals, physicians or other potential purchasers or users, including patients, of medical devices and services. They also impose additional administrative and compliance burdens on us. In particular, these laws influence, among other things, how we structure our sales, placement and rental offerings, including discount practices, customer support, education and training programs and physician consulting and other service arrangements. The laws that affect our practices and arrangements include, but are not limited to the U.S. federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving or paying any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, lease, order, or arranging for or recommending the purchase, lease or order of, any good or service, for which payment may be made, in whole or in part, under federal healthcare programs such as Medicare and Medicaid. The term remuneration has been broadly interpreted to include anything of value, and the government can establish a violation of the Anti-Kickback Statute without proving that a person or entity had actual knowledge of, or a specific intent to violate, the law. The Anti-Kickback Statute is subject to evolving interpretations and has been applied by government enforcement officials to a number of common business arrangements in the medical device industry. There are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution however, those exceptions and safe harbors are drawn narrowly, and there is no exception or safe harbor for many common business activities. Failure to meet all of the requirements of a particular statutory exception or regulatory safe harbor does not make the conduct per se illegal under the Anti-Kickback Statute, but the legality of the arrangement will be evaluated on a case-by-case basis based on the totality of the facts and circumstances. Practices that involve remuneration to those who prescribe, purchase, or recommend medical device products, including discounts, or engaging individuals as speakers, consultants, or advisors, may be subject to scrutiny if they do not fit squarely within an exception or safe harbor. Our practices may not in all cases meet all of the criteria for safe harbor protection from anti-kickback liability. Moreover, there are no safe harbors for many common practices, such as reimbursement support programs, educational or research grants, or charitable donations the U.S. federal civil False Claims Act, which prohibits any person from, among other things, knowingly presenting, or causing to be presented false or fraudulent claims for payment of government funds knowingly making, using or causing to be made or used, a false record or statement material to an obligation to pay money to the government or knowingly and improperly avoiding, decreasing or concealing an obligation to pay money to the U.S. federal government. In addition, any claims submitted as a result of a violation of the federal Anti-Kickback Statute constitute false claims and are subject to enforcement under the False Claims Act. Actions under the False Claims Act may be brought by the government or as a qui tam action by a private individual in the name of the government and to share in any monetary recovery. Qui tam actions are filed under seal and impose a mandatory duty on the U.S. Department of Justice to investigate such allegations. False Claims Act liability is potentially significant in the healthcare industry because the statute provides for treble damages and significant mandatory penalties (adjusted annually for inflation) per false claim or statement for violations. Because of the potential for large monetary exposure, healthcare companies often resolve allegations without admissions of liability for significant and sometimes large settlement amounts to avoid the uncertainty of treble damages and per claim penalties that may be awarded in litigation proceedings. Many device manufacturers have resolved investigations of alleged improper activities, including causing false claims to be submitted as a result of the marketing of their products for unapproved and thus non reimbursable uses, and other interactions with prescribers and other customers including those that may have affected their billing or coding practices and submission to the federal government. Moreover, to avoid the risk of exclusion from federal healthcare programs as a result of a False Claims Act settlement, companies may enter into corporate integrity agreements with the government, which may impose substantial costs on companies to ensure compliance. There are also criminal penalties, including imprisonment and criminal fines, for making or presenting a false or fictitious or fraudulent claim or statement to the federal government criminal healthcare statutes that were added by HIPAA, and its implementing regulations, which imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement, in connection with the delivery of, or payment for healthcare benefits, items or services by a healthcare benefit program, which includes both government and privately funded benefits programs similar to the U.S. federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate them in order to have committed a violation the Physician Payments Sunshine Act, or Sunshine Act, and its implementing regulations, which requires certain manufacturers of drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid, or the Children s Health Insurance Program to report annually to the CMS information related to certain payments made in the preceding calendar year and other transfers of value to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members. Beginning January 1, 2022, manufacturers will also be required to report payments and other transfers of value made during the prior calendar year to physician assistants, nurse practitioners, clinical nurse specialists, certified nurse anesthetists, anesthesiology assistants and certified nurse-midwives and foreign and state laws and regulations, including state payment reporting, anti-kickback and false claims laws, that may apply to items or services reimbursed by any third-party payor, including private insurers foreign and state laws that require medical device companies to comply with the medical device industry s voluntary compliance guidelines and the relevant compliance guidance promulgated by the U.S. federal government and other national governments, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources and foreign and state laws and regulations that require drug and device manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts. The scope and enforcement of these laws is substantial and subject to rapid change. The shifting compliance environment and the need to build and maintain robust compliance programs, systems, and processes to comply with different compliance and or reporting requirements in multiple jurisdictions increase the possibility that we may run afoul of one or more of the requirements or that federal or state regulatory authorities might challenge our current or future activities under these laws. Additionally, we cannot predict the impact of any changes in these laws, whether or not retroactive. Because of the breadth of these laws and the narrowness of available statutory and regulatory exemptions or safe harbors, it is possible that some of our activities, such as stock-option compensation paid to physicians or our practice of loaning equipment to customers at no additional cost, could be subject to challenge under one or more of such laws. Any government investigation, even if we are able to successfully defend against it, will require the expenditure of significant resources, is likely to generate negative publicity, harm our reputation and potentially our financial condition and divert the attention of our management. Moreover, any investigation into our practices could cause adverse publicity and require a costly and time-consuming response. If our operations are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties, damages, fines, imprisonment of individuals, exclusion from government funded healthcare programs, such as Medicare and Medicaid, imposition of compliance obligations and monitoring, and the curtailment or restructuring of our operations. Any of the foregoing consequences could seriously harm our business and our financial results. Our AquaBeam Robotic System and our operations are subject to extensive government regulation and oversight in the United States. If we fail to maintain necessary marketing authorizations for our AquaBeam Robotic System, or if approvals or clearances for future products or modifications to existing products are delayed or not issued, it will negatively affect our business, financial condition and results of operations. Our AquaBeam Robotic System is a medical device subject to extensive regulation in the United States and elsewhere, including by the FDA and its foreign counterparts. Government regulations specific to medical devices are wide ranging and govern, among other things product design, development, manufacture, and release laboratory and clinical testing, labeling, packaging, storage and distribution product safety and efficacy premarketing clearance or approval service operations, including relationships with healthcare providers record keeping product marketing, promotion and advertising, registration, sales and distribution post-marketing surveillance, including reporting of deaths or serious injuries and recalls and correction and removals post-market approval studies and product import and export. The regulations to which we are subject are complex and have tended to become more stringent over time. Regulatory changes could result in restrictions on our ability to carry on or expand our operations, higher than anticipated costs or lower than anticipated sales. The FDA enforces these regulatory requirements through, among other means, periodic unannounced inspections. We do not know whether we will be found compliant in connection with any future regulatory inspections. Moreover, the FDA and state authorities have broad enforcement powers. Our failure to comply with applicable regulatory requirements could result in enforcement action by any such agency, which may include any of the following sanctions adverse publicity, warning letters, untitled letters, it has come to our attention letters, fines, injunctions, consent decrees and civil penalties repair, replacement, refunds, recall or seizure of our AquaBeam Robotic System operating restrictions, partial suspension or total shutdown of production denial of our requests for regulatory clearance or approval of new products, new intended uses or modifications to existing products withdrawal or suspension of regulatory clearance or approval that have already been granted or criminal prosecution. If any of these events were to occur, it will negatively affect our business, financial condition and results of operations. We may not receive, or may be delayed in receiving, the necessary clearances or approvals for our future products or modifications to our current products, and failure to timely obtain necessary clearances or approvals for our future products or modifications to our current products would adversely affect our ability to grow our business. The FDA classifies medical devices into one of three classes on the basis of the intended use of the device, the risk associated with the use of the device for that indication, as determined by the FDA, and on the controls deemed by the FDA to be necessary to reasonably ensure their safety and effectiveness. Class I includes devices with the lowest risk to the patient and are those for which safety and effectiveness can be assured by adherence to the FDA s General Controls for medical devices, which include compliance with the applicable portions of the QSR facility registration and product listing, reporting of adverse medical events, and truthful and non-misleading labeling, advertising, and promotional materials. Class II devices are subject to the FDA s General Controls, and special controls as deemed necessary by the FDA to ensure the safety and effectiveness of the device. These special controls can include performance standards, post-market surveillance, patient registries and FDA guidance documents. While most Class I devices are exempt from the 510(k) premarket notification requirement, manufacturers of most Class II devices are required to submit to the FDA a premarket notification under Section 510(k) of the FDCA requesting permission to commercially distribute the device. The FDA s permission to commercially distribute a device subject to a 510(k) premarket notification is generally known as 510(k) clearance. Devices deemed by the FDA to pose the greatest risks, such as life sustaining, life supporting or some implantable devices, or devices that have a new intended use, or use advanced technology that is not substantially equivalent to that of a legally marketed device, are placed in Class III, requiring approval of a premarket approval application, or PMA. Some pre- amendment devices are unclassified, but are subject to FDA s premarket notification and clearance process in order to be commercially distributed. Our AquaBeam Robotic System is a Class II device subject to 510(k) clearance. Before a new medical device, or a new intended use of, claim for, or significant modification to an existing device, can be marketed in the United States, a company must first submit an application for and receive either 510(k) clearance pursuant to a premarket notification submitted under Section 510(k) of the FDCA, de novo classification, or approval of a PMA from the FDA, unless an exemption applies. Most Class I devices and some Class II devices are exempt from these premarket review requirements. In the 510(k) clearance process, before a device may be marketed, the FDA must determine that a proposed device is substantially equivalent to a legally-marketed predicate device, which includes a device that has been previously cleared through the 510(k) process, a device that was legally marketed prior to May 28, 1976 (pre-amendments device), a device that was originally on the U.S. market pursuant to an approved PMA and later down-classified, or a 510(k)-exempt device. To be substantially equivalent, the proposed device must have the same intended use as the predicate device, and either have the same technological characteristics as the predicate device or have different technological characteristics and not raise different questions of safety or effectiveness than the predicate device. Clinical data are sometimes required to support substantial equivalence. In the process of obtaining PMA approval the FDA must determine that a proposed device is safe and effective for its intended use based, in part, on extensive data, including, but not limited to, technical, clinical trial, manufacturing and labeling data. In the de novo classification process, a manufacturer whose novel device would otherwise be automatically classified as Class III and require the submission and approval of a PMA prior to marketing is able to request down-classification of the device to Class I or Class II on the basis that the device presents a low or moderate risk. If the FDA grants the de novo classification request, the applicant will receive authorization to market the device. This device type may be used subsequently as a predicate device for future 510(k) submissions. Prior to the enactment of the Food and Drug Administration Safety and Innovation Act of 2012, or FDASIA, a medical device could only be eligible for de novo classification if the manufacturer first submitted a 510(k) premarket notification and received a determination from the FDA that the device was not substantially equivalent. FDASIA streamlined the de novo classification pathway by permitting manufacturers to request de novo classification directly without first submitting a 510(k) premarket notification to the FDA and receiving a not substantially equivalent determination. The 510(k), de novo or PMA processes can be expensive, lengthy and unpredictable. The FDA s 510(k) clearance process usually takes from three to 12 months, but can last longer. The process of obtaining a PMA is much more costly and uncertain than the 510(k) clearance process and generally takes from one to three years, or even longer, from the time the application is filed with the FDA. In addition, a PMA generally requires the performance of one or more clinical trials. Despite the time, effort and cost, a device may not be approved or cleared by the FDA. Any delay or failure to obtain necessary regulatory clearances or approvals could harm our business. Furthermore, even if we are granted regulatory clearances or approvals, they may include significant limitations on the indicated uses for the device, which may limit the market for the device. We originally obtained de novo classification of our AquaBeam Robotic System for use in patients with BPH, and have subsequently obtained 510(k) clearances for modifications to the system. Any modification to these systems that has not been previously cleared may require us to submit a new 510(k) premarket notification and obtain clearance, or depending on the change, we may be required to submit a PMA and obtain FDA approval before implementing the change. Specifically, any modification to a 510(k)-cleared device that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use, design or manufacture, requires a new 510(k) clearance or, possibly, approval of a PMA. The FDA requires every manufacturer to make this determination in the first instance, but the FDA may review any manufacturer s decision. The FDA may not agree with our decisions regarding whether new clearances or approvals are necessary. We have made modifications to 510(k)-cleared products in the past and have determined based on our review of the applicable FDA regulations and guidance that in certain instances new 510(k) clearances or PMA approvals were not required. We may make modifications or add additional features in the future that we believe do not require a new 510(k) clearance or approval of a PMA. If the FDA disagrees with our determination and requires us to submit new 510(k) notifications or PMA applications for modifications to our previously cleared products for which we have concluded that new clearances or approvals are unnecessary, we may be required to cease marketing or to recall the modified product until we obtain clearance or approval, and we may be subject to significant regulatory fines or penalties. If the FDA requires us to go through a lengthier, more rigorous examination for future products or modifications to existing products than we had expected, product introductions or modifications could be delayed or canceled, which could adversely affect our ability to grow our business. The FDA or other regulators can delay, limit, or deny clearance or approval of a device for many reasons, including our inability to demonstrate to the satisfaction of the FDA or the applicable regulatory entity or notified body that our AquaBeam Robotic System, or any other future device, and any accessories are substantially equivalent to a legally marketed predicate device or safe or effective for their proposed intended uses the disagreement of the FDA with the design or implementation of any clinical trials or the interpretation of data from preclinical studies or clinical trials serious and unexpected adverse device effects experienced by participants in our clinical trials the insufficiency of the data from preclinical studies or clinical trials to support clearance or approval, where required our inability to demonstrate that the clinical and other benefits of the device outweigh the risks the failure of our manufacturing process or facilities to meet applicable requirements and the potential for approval policies or regulations of the FDA or applicable foreign regulatory bodies to change significantly in a manner rendering our clinical data or regulatory filings insufficient for clearance or approval. Our future success depends on our ability to develop, receive regulatory clearance or approval for, and introduce new products that will be accepted by the market in a timely manner. There is no guarantee that the FDA will grant 510(k) clearance or PMA approval of our future products on a timely basis, if at all, and failure to obtain necessary clearances or approvals for our future products would adversely affect our ability to grow our business. It is important to our business that we build a pipeline of product offerings that address limitations of current BPH products. As such, our success will depend in part on our ability to develop and introduce new products. However, we may not be able to successfully develop and obtain regulatory clearance or approval for product enhancements, or new products for any number of reasons, including due to the cost associated with certain regulatory approval requirements, or these products may not be accepted by physicians or users. The success of any new product offering or enhancement to an existing product will depend on a number of factors, including our ability to, among others identify and anticipate physician and patient needs properly develop and introduce new products or product enhancements in a timely manner avoid infringing upon the intellectual property rights of third parties demonstrate, if required, the safety and efficacy of new products with data from clinical studies obtain the necessary regulatory clearances or approvals for new products or product enhancements comply fully with the FDA and foreign regulations on marketing of new products or modified products and provide adequate training to potential users of our AquaBeam Robotic System. If we do not develop new products or product enhancements in time to meet market demand or if there is insufficient demand for these products or enhancements, or if our competitors introduce new products with functionalities that are superior to ours, our results of operations will suffer. Some of our future products will require FDA clearance of a 510(k). Other products may require the approval of a PMA. In addition, some of our future products may require clinical trials to support regulatory approval and we may not successfully complete these clinical trials. The FDA may not approve or clear these products for the indications that are necessary or desirable for successful commercialization. Indeed, the FDA may refuse our requests for 510(k) clearance or PMA of new products. Failure to receive clearance or approval for our new products would have an adverse effect on our ability to expand our business. Modifications to our marketed products may require new 510(k) clearances or PMA approvals, or may require us to cease marketing or recall the modified products until clearances or approvals are obtained. Modifications to our AquaBeam Robotic System and associated consumables may require new regulatory approvals or clearances, including 510(k) clearances or PMAs, or require us to recall or cease marketing the modified systems until these clearances or approvals are obtained. The FDA requires device manufacturers to initially make and document a determination of whether or not a modification requires a new approval, supplement or clearance. A manufacturer may determine that a modification could not significantly affect safety or efficacy and does not represent a major change in its intended use, so that no new 510(k) clearance is necessary. However, the FDA can review a manufacturer s decision and may disagree. The FDA may also on its own initiative determine that a new clearance or approval is required. We have made modifications to our AquaBeam Robotic System in the past and may make additional modifications in the future that we believe do not or will not require additional clearances or approvals. If the FDA disagrees and requires new clearances or approvals for the modifications, we may be required to recall and to stop marketing our AquaBeam Robotic System as modified, which could require us to redesign our AquaBeam Robotic System and or seek new marketing authorizations and harm our operating results. In these circumstances, we may be subject to significant enforcement actions. If a manufacturer determines that a modification to an FDA-cleared device could significantly affect its safety or effectiveness, or would constitute a major change in its intended use, then the manufacturer must file for a new 510(k) clearance or possibly a PMA application. Where we determine that modifications to our AquaBeam Robotic System require a new 510(k) clearance or PMA application, we may not be able to obtain those additional clearances or approvals for the modifications or additional indications in a timely manner, or at all. Obtaining clearances and approvals can be a time-consuming process, and delays in obtaining required future clearances or approvals would adversely affect our ability to introduce new or enhanced products in a timely manner, which in turn would harm our future growth. Even though we have obtained marketing authorization for our AquaBeam Robotic System, we are subject to ongoing regulatory review and scrutiny. Failure to comply with post-marketing regulatory requirements could subject us to enforcement actions, including substantial penalties, and might require us to recall or withdraw a product from the market. Even though we have obtained marketing authorization for our AquaBeam Robotic System, it and any other product for which we obtain clearance or approval, and the manufacturing processes, post-market surveillance, post-approval clinical data and promotional activities for such product, are or, in the case of future products, will be, subject to continued regulatory review, oversight, requirements, and periodic inspections by the FDA and other domestic and foreign regulatory bodies. In particular, we and our suppliers are required to comply with FDA s QSR and other regulations enforced outside the United States which cover the manufacture of our products and the methods and documentation of the design, testing, production, control, quality assurance, labeling, packaging, storage and shipping of medical devices. Regulatory bodies, such as the FDA, enforce the QSR and other regulations through periodic inspections. The failure by us or one of our suppliers to comply with applicable statutes and regulations administered by the FDA and other regulatory bodies, or the failure to timely and adequately respond to any adverse inspectional observations or product safety issues, could result in, among other things, any of the following enforcement actions untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties unanticipated expenditures to address or defend such actions customer notifications for repair, replacement, refunds recall, detention or seizure of our products operating restrictions or partial suspension or total shutdown of production refusing or delaying our requests for 510(k) clearance or PMA of new products or modified products operating restrictions withdrawal of 510(k) clearances on PMA approvals that have already been granted refusal to grant export approval for our products or criminal prosecution. If any of these actions were to occur it would harm our reputation and cause our product sales and profitability to suffer and may prevent us from generating revenue. Furthermore, our key component suppliers may not currently be or may not continue to be in compliance with all applicable regulatory requirements which could result in our failure to produce our products on a timely basis and in the required quantities, if at all. In addition, we are required to conduct costly post-market testing and surveillance to monitor the safety or effectiveness of our products, and we must comply with medical device reporting requirements, including the reporting of adverse events and malfunctions related to our products. Later discovery of previously unknown problems with our products, including unanticipated adverse events or adverse events of unanticipated severity or frequency, manufacturing problems, or failure to comply with regulatory requirements such as QSR, may result in changes to labeling, restrictions on such products or manufacturing processes, withdrawal of the products from the market, voluntary or mandatory recalls, a requirement to repair, replace or refund the cost of any medical device we manufacture or distribute, fines, suspension of regulatory approvals, product seizures, injunctions or the imposition of civil or criminal penalties which would adversely affect our business, operating results and prospects. Our products may cause or contribute to adverse medical events or be subject to failures or malfunctions that we are required to report to the FDA, and if we fail to do so, we would be subject to sanctions that could harm our reputation, business, financial condition and results of operations. The discovery of serious safety issues with our products, or a recall of our products either voluntarily or at the direction of the FDA or another governmental authority, could have a negative impact on us. We are subject to the FDA s medical device reporting regulations and similar foreign regulations, which require us to report to the FDA when we receive or become aware of information that reasonably suggests that one or more of our products may have caused or contributed to a death or serious injury or malfunctioned in a way that, if the malfunction were to recur, it could cause or contribute to a death or serious injury. The timing of our obligation to report is triggered by the date we become aware of the adverse event as well as the nature of the event. We may fail to report adverse events of which we become aware within the prescribed timeframe. We may also fail to recognize that we have become aware of a reportable adverse event, especially if it is not reported to us as an adverse event or if it is an adverse event that is unexpected or removed in time from the use of the product. If we fail to comply with our reporting obligations, the FDA could take action, including warning letters, untitled letters, administrative actions, criminal prosecution, imposition of civil monetary penalties, revocation of our device clearance or approval, seizure of our products or delay in clearance or approval of future products. The FDA and foreign regulatory bodies have the authority to require the recall of commercialized products in the event of material deficiencies or defects in design or manufacture of a product or in the event that a product poses an unacceptable risk to health. The FDA s authority to require a recall must be based on a finding that there is reasonable probability that the device could cause serious injury or death. We may also choose to voluntarily recall a product if any material deficiency is found. A government-mandated or voluntary recall by us could occur as a result of an unacceptable risk to health, component failures, malfunctions, manufacturing defects, labeling or design deficiencies, packaging defects or other deficiencies or failures to comply with applicable regulations. Product defects or other errors may occur in the future. Depending on the corrective action we take to redress a product s deficiencies or defects, the FDA may require, or we may decide, that we will need to obtain new clearances or approvals for the device before we may market or distribute the corrected device. Seeking such clearances or approvals may delay our ability to replace the recalled devices in a timely manner. Moreover, if we do not adequately address problems associated with our devices, we may face additional regulatory enforcement action, including FDA warning letters, product seizure, injunctions, administrative penalties or civil or criminal fines. Companies are required to maintain certain records of recalls and corrections, even if they are not reportable to the FDA. We may initiate voluntary withdrawals or corrections for our products in the future that we determine do not require notification of the FDA. If the FDA disagrees with our determinations, it could require us to report those actions as recalls and we may be subject to enforcement action. A future recall announcement could harm our reputation with customers, potentially lead to product liability claims against us and negatively affect our sales. Any corrective action, whether voluntary or involuntary, as well as defending ourselves in a lawsuit, will require the dedication of our time and capital, will distract management from operating our business and may harm our reputation and financial results. Our products must be manufactured in accordance with federal and state regulations, and we could be forced to recall our devices or terminate production if we fail to comply with these regulations. The methods used in, and the facilities used for, the manufacture of our products must comply with the FDA s QSR, which is a complex regulatory scheme that covers the procedures and documentation of the design, testing, production, process controls, quality assurance, labeling, packaging, handling, storage, distribution, installation, servicing and shipping of medical devices. Furthermore, we are required to verify that our suppliers maintain facilities, procedures and operations that comply with our quality standards and applicable regulatory requirements. The FDA enforces the QSR through periodic announced or unannounced inspections of medical device manufacturing facilities, which may include the facilities of subcontractors. Our products are also subject to similar state regulations and various laws and regulations of foreign countries governing manufacturing. We or our third-party manufacturers may not take the necessary steps to comply with applicable regulations, which could cause delays in the delivery of our products. For instance, in 2019 we initiated a voluntary recall for a limited number of lots of our handpiece due to certain issues related to our supply chain and manufacturing processes. We have remedied these issues as we developed our manufacturing processes to scale the production of our handpieces at a higher volume. In addition, failure to comply with applicable FDA requirements or later discovery of previously unknown problems with our products or manufacturing processes could result in, among other things warning letters or untitled letters fines, injunctions or civil penalties suspension or withdrawal of approvals seizures or recalls of our products total or partial suspension of production or distribution administrative or judicially imposed sanctions the FDA s refusal to grant pending or future clearances or approvals for our products clinical holds refusal to permit the import or export of our products and criminal prosecution of us, our suppliers, or our employees. Any of these actions could significantly and negatively affect supply of our products. If any of these events occurs, our reputation could be harmed, we could be exposed to product liability claims and we could lose customers and experience reduced sales and increased costs. Our products, such as our AquaBeam Robotic System, may in the future be subject to product recalls that could harm our reputation, business and financial results. Medical devices can experience performance problems in the field that require review and possible corrective action. The occurrence of component failures, manufacturing errors, software errors, design defects or labeling inadequacies affecting a medical device could lead to a government-mandated or voluntary recall by the device manufacturer, in particular when such deficiencies may endanger health. The FDA requires that certain classifications of recalls be reported to the FDA within 10 working days after the recall is initiated. Companies are required to maintain certain records of recalls, even if they are not reportable to the FDA. We may initiate voluntary recalls involving our AquaBeam Robotic System in the future that we determine do not require notification of the FDA. If the FDA disagrees with our determinations, they could require us to report those actions as recalls. Product recalls may divert management attention and financial resources, expose us to product liability or other claims, harm our reputation with customers and adversely impact our business, financial condition and results of operations. We may be subject to regulatory or enforcement actions if we engage in improper marketing or promotion of our AquaBeam Robotic System. Our educational and promotional activities and training methods must comply with FDA and other applicable laws, including the prohibition of the promotion of a medical device for a use that has not been cleared or approved by the FDA. Use of a device outside of its cleared or approved indications is known as off-label use. Physicians may use our AquaBeam Robotic System off-label in their professional medical judgment, as the FDA does not restrict or regulate a physician s choice of treatment within the practice of medicine. However, if the FDA determines that our educational and promotional activities or training constitutes promotion of an off-label use, it could request that we modify our training or promotional materials or subject us to regulatory or enforcement actions, including the issuance of warning letters, untitled letters, fines, penalties, injunctions, or seizures, which could have an adverse impact on our reputation and financial results. It is also possible that other federal, state or foreign enforcement authorities might take action if they consider our educational and promotional activities or training methods to constitute promotion of an off-label use, which could result in significant fines or penalties under other statutory authorities, such as laws prohibiting false claims for reimbursement. In that event, our reputation could be damaged, and adoption of the products could be impaired. Although our policy is to refrain from statements that could be considered off-label promotion of our AquaBeam Robotic System, the FDA or another regulatory agency could disagree and conclude that we have engaged in off-label promotion. It is also possible that other federal, state or foreign enforcement authorities might take action, including, but not limited to, through a whistleblower action under the federal civil False Claims Act, or FCA, if they consider our business activities constitute promotion of an off-label use, which could result in significant penalties, including, but not limited to, criminal, civil or administrative penalties, treble damages, fines, disgorgement, exclusion from participation in government healthcare programs, additional reporting requirements and oversight if we become subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, and the curtailment or restructuring of our operations. In addition, physicians may misuse our products or use improper techniques if they are not adequately trained, potentially leading to injury and an increased risk of product liability. If our devices are misused or used with improper technique, we may become subject to costly litigation by our customers or their patients. Product liability claims are expensive to defend and could divert our management s attention, result in substantial damage awards against us, and harm our reputation. Product liability claims are expensive to defend and could divert our management s attention, result in substantial damage awards against us, and harm our reputation. Legislative or regulatory reforms may make it more difficult and costly for us to obtain regulatory clearance or approval of any future products and to manufacture, market and distribute our products after clearance or approval is obtained. From time to time, legislation is drafted and introduced in Congress that could significantly change the statutory provisions governing the regulatory approval, manufacture and marketing of regulated products or the reimbursement thereof. In addition, the FDA may change its clearance and approval policies, adopt additional regulations or revise existing regulations, or take other actions, which may prevent or delay approval or clearance of our future products under development or impact our ability to modify our currently cleared products on a timely basis. Any new regulations or revisions or reinterpretations of existing regulations may impose additional costs or lengthen review times of planned or future products. It is impossible to predict whether legislative changes will be enacted or FDA regulations, guidance or interpretations changed, and what the impact of such changes, if any, may be. Over the last several years, the FDA has proposed reforms to its 510(k) clearance process, and such proposals could include increased requirements for clinical data and a longer review period, or could make it more difficult for manufacturers to utilize the 510(k) clearance process for their products. For example, in November 2018, FDA officials announced forthcoming steps that the FDA intended to take to modernize the premarket notification pathway under Section 510(k) of the FDCA. Among other things, the FDA announced that it planned to develop proposals to drive manufacturers utilizing the 510(k) pathway toward the use of newer predicates. These proposals included plans to potentially sunset certain older devices that were used as predicates under the 510(k) clearance pathway, and to potentially publish a list of devices that have been cleared on the basis of demonstrated substantial equivalence to predicate devices that are more than 10 years old. The FDA also announced that it intended to finalize guidance to establish a premarket review pathway for manufacturers of certain well-understood device types as an alternative to the 510(k) clearance pathway and that such premarket review pathway would allow manufacturers to rely on objective safety and performance criteria recognized by the FDA to demonstrate substantial equivalence, obviating the need for manufacturers to compare the safety and performance of their medical devices to specific predicate devices in the clearance process. More recently, in September 2019, the FDA issued revised final guidance describing an optional safety and performance based premarket review pathway for manufacturers of certain, well-understood device types to demonstrate substantial equivalence under the 510(k) clearance pathway by showing that such device meets objective safety and performance criteria established by the FDA, thereby obviating the need for manufacturers to compare the safety and performance of their medical devices to specific predicate devices in the clearance process. The FDA maintains a list device types appropriate for the safety and performance based pathway and continues to develop product-specific guidance documents that identify the performance criteria for each such device type, as well as recommended testing methods, where feasible. The FDA may establish performance criteria for classes of devices similar to ours, and it is unclear the extent to which such performance standards, if established, could impact our ability to obtain marketing authorization or otherwise create competition that may negatively affect our business. In addition, FDA regulations and guidance are often revised or reinterpreted by the FDA in ways that may significantly affect our business and our products. Any new statutes, regulations or revisions or reinterpretations of existing regulations may impose additional costs or lengthen review times of any future products or make it more difficult to obtain clearance or approval for, manufacture, market or distribute our products. We cannot determine what effect changes in regulations, statutes, legal interpretation or policies, when and if promulgated, enacted or adopted may have on our business in the future. Such changes could, among other things, require additional testing prior to obtaining clearance or approval changes to manufacturing methods recall, replacement or discontinuance of our products or additional record keeping. The FDA s and other regulatory authorities policies may change and additional government regulations may be promulgated that could prevent, limit or delay regulatory clearance or approval of our product candidates. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the United States or abroad. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may be subject to enforcement action, and we may not achieve or sustain profitability. Clinical trials may be necessary to support future product submissions to the FDA. The clinical trial process is lengthy and expensive with uncertain outcomes, and often requires the enrollment of large numbers of patients, and suitable patients may be difficult to identify and recruit. Delays or failures in our clinical trials will prevent us from commercializing any modified or new products and will adversely affect our business, operating results and prospects. Initiating and completing clinical trials necessary to support any future PMA applications, and additional safety and efficacy data beyond that typically required for a 510(k) clearance, for our possible future product candidates, will be time-consuming and expensive and the outcome uncertain. Moreover, the results of early clinical trials are not necessarily predictive of future results, and any product we advance into clinical trials may not have favorable results in later clinical trials. The results of preclinical studies and clinical trials of our products conducted to date and ongoing or future studies and trials of our current, planned or future products may not be predictive of the results of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. Our interpretation of data and results from our clinical trials do not ensure that we will achieve similar results in future clinical trials. In addition, preclinical and clinical data are often susceptible to various interpretations and analyses, and many companies that have believed their products performed satisfactorily in preclinical studies and earlier clinical trials have nonetheless failed to replicate results in later clinical trials. Products in later stages of clinical trials may fail to show the desired safety and efficacy despite having progressed through nonclinical studies and earlier clinical trials. Failure can occur at any stage of clinical testing. Our clinical studies may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional clinical and non-clinical testing in addition to those we have planned. The initiation and completion of any clinical studies may be prevented, delayed, or halted for numerous reasons. We may experience delays in our ongoing clinical trials for a number of reasons, which could adversely affect the costs, timing or successful completion of our clinical trials, including related to the following we may be required to submit an investigational device exemption application, or IDE, to the FDA, which must become effective prior to commencing certain human clinical trials of medical devices, and the FDA may reject our IDE and notify us that we may not begin clinical trials regulators and other comparable foreign regulatory authorities may disagree as to the design or implementation of our clinical trials regulators and or an Institutional Review Board, or IRB, or other reviewing bodies may not authorize us or our investigators to commence a clinical trial, or to conduct or continue a clinical trial at a prospective or specific trial site we may not reach agreement on acceptable terms with prospective contract research organizations, or CROs, and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites clinical trials may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional clinical trials or abandon product development programs the number of subjects or patients required for clinical trials may be larger than we anticipate, enrollment in these clinical trials may be insufficient or slower than we anticipate, and the number of clinical trials being conducted at any given time may be high and result in fewer available patients for any given clinical trial, or patients may drop out of these clinical trials at a higher rate than we anticipate our third-party contractors, including those manufacturing products or conducting clinical trials on our behalf, may fail to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all we might have to suspend or terminate clinical trials for various reasons, including a finding that the subjects are being exposed to unacceptable health risks we may have to amend clinical trial protocols or conduct additional studies to reflect changes in regulatory requirements or guidance, which we may be required to submit to an IRB and or regulatory authorities for re-examination regulators, IRBs, or other parties may require or recommend that we or our investigators suspend or terminate clinical research for various reasons, including safety signals or noncompliance with regulatory requirements the cost of clinical trials may be greater than we anticipate clinical sites may not adhere to the clinical protocol or may drop out of a clinical trial we may be unable to recruit a sufficient number of clinical trial sites regulators, IRBs, or other reviewing bodies may fail to approve or subsequently find fault with our manufacturing processes or facilities of third-party manufacturers with which we enter into agreement for clinical and commercial supplies, the supply of devices or other materials necessary to conduct clinical trials may be insufficient, inadequate or not available at an acceptable cost, or we may experience interruptions in supply approval policies or regulations of the FDA or applicable foreign regulatory agencies may change in a manner rendering our clinical data insufficient for approval and our current or future products may have undesirable side effects or other unexpected characteristics. Any of these occurrences may significantly harm our business, financial condition and prospects. In addition, many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our product candidates. Clinical trials must be conducted in accordance with the laws and regulations of the FDA and other applicable regulatory authorities legal requirements, regulations or guidelines, and are subject to oversight by these governmental agencies and IRBs at the medical institutions where the clinical trials are conducted. Conducting successful clinical studies will require the enrollment of large numbers of patients, and suitable patients may be difficult to identify and recruit. Patient enrollment in clinical trials and completion of patient participation and follow-up depends on many factors, including the size of the patient population, the nature of the trial protocol, the attractiveness of, or the discomforts and risks associated with, the treatments received by enrolled subjects, the availability of appropriate clinical trial investigators, support staff, and proximity of patients to clinical sites and able to comply with the eligibility and exclusion criteria for participation in the clinical trial and patient compliance. For example, patients may be discouraged from enrolling in our clinical trials if the trial protocol requires them to undergo extensive post-treatment procedures or follow-up to assess the safety and effectiveness of our products or if they determine that the treatments received under the trial protocols are not attractive or involve unacceptable risks or discomforts. We depend on our collaborators and on medical institutions and CROs to conduct our clinical trials in compliance with good clinical practice, or GCP, requirements. To the extent our collaborators or the CROs fail to enroll participants for our clinical trials, fail to conduct the study to GCP standards or are delayed for a significant time in the execution of trials, including achieving full enrollment, we may be affected by increased costs, program delays or both. In addition, clinical trials that are conducted in countries outside the United States may subject us to further delays and expenses as a result of increased shipment costs, additional regulatory requirements and the engagement of non-U.S. CROs, as well as expose us to risks associated with clinical investigators who are unknown to the FDA, and different standards of diagnosis, screening and medical care. Development of sufficient and appropriate clinical protocols to demonstrate safety and efficacy are required and we may not adequately develop such protocols to support clearance and approval. Further, the FDA may require us to submit data on a greater number of patients than we originally anticipated and or for a longer follow-up period or change the data collection requirements or data analysis applicable to our clinical trials. Delays in patient enrollment or failure of patients to continue to participate in a clinical trial may cause an increase in costs and delays in the approval and attempted commercialization of our products or result in the failure of the clinical trial. In addition, despite considerable time and expense invested in our clinical trials, the FDA may not consider our data adequate to demonstrate safety and efficacy. Such increased costs and delays or failures could adversely affect our business, operating results and prospects. If the third parties on which we rely to conduct our clinical trials and to assist us with pre-clinical development do not perform as required or expected, we may not be able to obtain regulatory clearance or approval for or commercialize our products. We may not have the ability to independently conduct our pre-clinical and clinical trials for our future products and we may need to rely on third parties, such as CROs, medical institutions, collaborators, clinical investigators and contract laboratories to conduct such trials. Nevertheless, we are responsible for ensuring that each of our studies is conducted in accordance with applicable protocol, legal and regulatory requirements and scientific standards, and our reliance on third parties does not relieve us of our regulatory responsibilities. We and these third parties are required to comply with GCP requirements, which are regulations and guidelines enforced by the FDA and comparable foreign regulatory authorities for products in clinical development. Regulatory authorities enforce these GCP requirements through periodic inspections of trial sponsors, principal investigators and trial sites. If we or any of these third parties fail to comply with applicable GCP regulations, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require us to perform additional clinical trials before clearing or approving our marketing applications. We cannot assure you that, upon inspection, such regulatory authorities will determine that any of our future clinical trials complies with the GCP regulations. To the extent our collaborators or the CROs fail to enroll participants for our clinical trials, fail to conduct the study to GCP standards or are delayed for a significant time in the execution of trials, including achieving full enrollment, including on account of the outbreak of infectious disease, such as the COVID-19 pandemic, or otherwise, we may be affected by increased costs, program delays or both, any resulting data may be unreliable or unusable for regulatory purposes, and we may be subject to enforcement action. If these third parties do not successfully carry out their contractual duties or regulatory obligations or meet expected deadlines, if these third parties need to be replaced, or if the quality or accuracy of the data they obtain is compromised due to the failure to adhere to our clinical protocols or regulatory requirements or for other reasons, our pre-clinical development activities or clinical trials may be extended, delayed, suspended or terminated, and we may not be able to obtain regulatory approval for, or successfully commercialize, our products on a timely basis, if at all, and our business, operating results and prospects may be adversely affected. Changes in funding or disruptions at the FDA and other government agencies caused by funding shortages or global health concerns could hinder their ability to hire and retain key leadership and other personnel, or otherwise prevent new or modified products from being developed, approved or commercialized in a timely manner or at all, or otherwise prevent those agencies from performing normal business functions on which the operation of our business may rely, which could negatively impact our business. The ability of the FDA to review and approve new products can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and accept the payment of user fees, and statutory, regulatory, and policy changes, and other events that may otherwise affect the FDA s ability to perform routine functions. Average review times at the agency have fluctuated in recent years as a result. In addition, government funding of other government agencies on which our operations may rely, including those that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable. Disruptions at the FDA and other agencies may also slow the time necessary for new product applications to be reviewed and or approved by necessary government agencies, which would adversely affect our business. For example, over the last several years, including for 35 days beginning on December 22, 2018, the U.S. government has shut down several times and certain regulatory agencies, such as the FDA, have had to furlough critical FDA employees and stop critical activities. Separately, in response to the COVID-19 pandemic, on March 10, 2020, the FDA announced its intention to postpone inspections of foreign manufacturing facilities and products, and on March 18, 2020, the FDA temporarily postponed routine surveillance inspections of domestic manufacturing facilities. Subsequently, on July 10, 2020, the FDA announced its intention to resume certain on-site inspections of domestic manufacturing facilities subject to a risk-based prioritization system. The FDA intends to use this risk-based assessment system to identify the categories of regulatory activity that can occur within a given geographic area, ranging from mission critical inspections to resumption of all regulatory activities. Other regulatory authorities may adopt similar restrictions or other policy measures in response to the COVID-19 pandemic. If a prolonged government shutdown occurs, or if global health concerns continue to prevent the FDA or other regulatory authorities from conducting business as usual or conducting inspections, reviews or other regulatory activities, it could significantly impact the ability of the FDA to timely review and process our regulatory submissions, which could have a material adverse effect on our business. Our employees, collaborators, independent contractors and consultants may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements. We are exposed to the risk that our employees, collaborators, independent contractors and consultants may engage in fraudulent or other illegal activity with respect to our business. Misconduct by these persons could include intentional, reckless and or negligent conduct or unauthorized activity that violates FDA requirements, including those laws requiring the reporting of true, complete and accurate information to the FDA authorities manufacturing standards federal and state healthcare fraud and abuse laws and regulations or laws that require the true, complete and accurate reporting of financial information or data. In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Misconduct by these parties could also involve individually identifiable information, including, without limitation, the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to our reputation. Any incidents or any other conduct that leads to an employee, contractor, or other agent, or our company, receiving an FDA debarment or exclusion by OIG could result in penalties, a loss of business from third parties, and severe reputational harm. It is not always possible to identify and deter misconduct by our employees and other agents, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of civil, criminal and administrative penalties, treble damages, monetary fines, disgorgement, imprisonment, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, contractual damages, reputational harm, diminished profits and future earnings, additional reporting requirements and oversight if we become subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, and curtailment of our operations. We must comply with environmental and occupational safety laws. Our research and development programs as well as our manufacturing operations involve the controlled use of hazardous materials. Accordingly, we are subject to federal, state and local laws, as well as the laws of foreign countries, governing the use, handling and disposal of these materials. In the event of an accident or failure to comply with environmental or occupational safety laws, we could be held liable for resulting damages, and any such liability could exceed our insurance coverage. Risks Related to Our Intellectual Property We have to obtain, maintain and protect our intellectual property and failure to do so may adversely impact our competitive position. Our commercial success and ability to compete will depend in part in our ability to obtain, maintain and enforce issued patents, trademark and other intellectual property rights and proprietary technology in the United States and elsewhere. If we cannot adequately obtain, maintain and enforce our intellectual property rights and proprietary technology, competitors may be able to use our technologies or the goodwill we have acquired in the marketplace and erode or negate any competitive advantage we may have and our ability to compete, which could harm our business and ability to achieve profitability and or cause us to incur significant expenses. We rely on a combination of contractual provisions, confidentiality procedures and patent, trade secret, copyright and trademark laws to protect our proprietary technology, products, services, brands, trade secrets, know-how and data and prevent others from duplicating our AquaBeam Robotic System or its disposable components, and our other current and future products, services and technology. However, these legal means afford only limited protection and may not prevent our competitors from duplicating our AquaBeam Robotic System or its disposable components, and our other current and future products prevent our competitors from gaining access to our proprietary information and technology or permit us to gain or maintain a competitive advantage. Our success will depend, in part, on preserving our trade secrets, maintaining the security of our data and know-how and obtaining, maintaining and enforcing other intellectual property rights. We may not be able to obtain, maintain and or enforce our intellectual property or other proprietary rights necessary to our business or in a form that provides us with a competitive advantage. Failure to obtain, maintain and or enforce intellectual property rights necessary to our business and failure to protect, monitor and control the use of our intellectual property rights could negatively impact our ability to compete and cause us to incur significant expenses. The intellectual property laws and other statutory and contractual arrangements in the United States and other jurisdictions we depend upon may not provide sufficient protection in the future to prevent the infringement, use, violation or misappropriation of our patents, trademarks, data, technology and other intellectual property rights, products and services, and may not provide an adequate remedy if our intellectual property rights are infringed, misappropriated or otherwise violated. We rely in part on our portfolio of issued patents and pending patent applications in the United States and other countries to protect our intellectual property and competitive position. However, our patent applications may not result in issued patents, and any patents that are issued may not provide meaningful protection against competitors or competitive technologies. Further, the examination process may require us to narrow the claims for our pending patent applications, which may limit the scope of patent protection that may be obtained if these applications issue. It is also possible that we will fail to identify patentable aspects of inventions made in the course of our development, manufacture and commercialization activities before it is too late to obtain patent protection on them. If we fail to timely file for a patent in any jurisdiction, we may be precluded from doing so at a later date. Although we enter into non-disclosure and confidentiality agreements with parties who have access to patentable aspects of our research and development output, such as our employees, corporate collaborators, outside scientific collaborators, suppliers, consultants, advisors and other third parties, any of these parties may breach the agreements and disclose such output before a patent application is filed, thereby jeopardizing our ability to seek patent protection. Furthermore, publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Therefore, we cannot be certain that we were the first to make the inventions claimed in any of our patents or pending patent applications, or that we were the first to file for patent protection of such inventions. Moreover, should we become a licensee of a third party s patents or patent applications, depending on the terms of any future in-licenses to which we may become a party, we may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain or enforce the patents, covering technology in-licensed from third parties. Therefore, these patents and patent applications may not be prosecuted, maintained and or enforced in a manner consistent with the best interests of our business. While we generally apply for patents in those countries where we intend to make, have made, use, import, offer to sell or sell patented products, we may not accurately predict all of the countries where patent protection will ultimately be desirable. Furthermore, the issuance of a patent does not give us the right to practice the patented invention. Third parties may have blocking patents that could prevent us from manufacturing and or commercializing our own products or services, or otherwise practicing our own technology. Any of these outcomes could impair our ability to prevent competition from third parties, which may have an adverse impact on our business. The patent positions of medical device companies, including our patent position, may involve complex legal and factual questions that have been the subject of much litigation in recent years, and, therefore, the scope of any patent claims that we have or may obtain cannot be predicted with certainty. Accordingly, we cannot provide any assurances about which of our patent applications will issue, the breadth of any resulting patent, whether any of the issued patents will be found to be infringed, invalid or unenforceable or will be threatened or challenged by third parties, that any of our issued patents have, or that any of our currently pending or future patent applications that mature into issued patents will include, claims with a scope sufficient to protect our products and services. Our pending and future patent applications may not result in the issuance of patents or, if issued, may not issue in a form that will be advantageous to us. The coverage claimed in a patent application can be significantly reduced before the patent is issued. The scope of a patent may also be reinterpreted after issuance. The rights that may be granted under our future issued patents may not provide us with the proprietary protection or competitive advantages we are seeking. We cannot offer any assurances that the breadth of our granted patents will be sufficient to stop a competitor from developing, manufacturing and commercializing a product or a service in a non-infringing manner that would be competitive with one or more of our products or services, or otherwise provide us with any competitive advantage. Furthermore, any successful challenge to these patents or any other patents owned by or licensed to us after patent issuance could deprive us of rights necessary for our commercial success. Further, there can be no assurance that we will have adequate resources to enforce our patents. Patents have a limited lifespan. In the United States, the natural expiration of a utility patent is generally 20 years from the earliest effective non-provisional filing date. Further, if we encounter delays in any future regulatory approvals, the period of time during which we could market a product or a service under patent protection could be reduced, and, given the amount of time required for the development, testing and regulatory review of planned or future products or services, patents protecting such products or services might expire before or shortly after such products or services are commercialized. As a result, our patent rights may not provide us with sufficient rights to exclude others from manufacturing or commercializing products or services similar or identical to ours. If we are unable to obtain, maintain and enforce our issued patent, trademarks and other intellectual property rights related to our products, services or technology, or if the scope of the issued patents, trademarks or other intellectual property right protection is insufficient, our competitors could develop, manufacture and commercialize products, services or technology similar or superior to ours, and our competitive position may be adversely affected. In addition, the patent prosecution process is expensive, time-consuming and complex, and we may not be able to file, prosecute, maintain, enforce or license all necessary or desirable patent applications at a reasonable cost or in a timely manner. Some of our patents and patent applications may in the future be co-owned with third parties. If we are unable to obtain an exclusive license to any such third-party co-owners interest in such patents or patent applications, such co-owners may be able to license their rights to other third parties, including our competitors, and our competitors could market competing products, services and technology. In addition, we may need the cooperation of any such co-owners of our patents in order to enforce such patents against third parties, and such cooperation may not be provided to us. The U.S. federal government retains certain rights in inventions produced with its financial assistance under the Bayh-Dole Act. The federal government retains a nonexclusive, nontransferable, irrevocable, paid-up license for its own benefit. The Bayh-Dole Act also provides federal agencies with march-in rights. March-in rights allow the government, in specified circumstances, to require the patent owner or successors in title to the patent to grant a nonexclusive, partially exclusive, or exclusive license to a responsible applicant or applicants. If the patent owner refuses to do so, the government may grant the license to itself. We cannot be sure that if we acquire intellectual property rights in the future it will be free from government rights or regulations pursuant to the Bayh-Dole Act. If, in the future, we own, co-own or license in technology that is critical to our business that is developed in whole or in part with federal funds subject to the Bayh-Dole Act, our ability to enforce or otherwise exploit patents covering such technology may be adversely affected. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations. Additionally, while software and other of our proprietary works may be protected under copyright law, we have chosen not to register any copyrights in these works, and instead, primarily rely on protecting our software as a trade secret. In order to bring a copyright infringement lawsuit in the United States, the copyright must be registered. Accordingly, the remedies and damages available to us for unauthorized use of our software may be limited. Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements. The U.S. Patent and Trademark Office, or USPTO, and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. In addition, periodic maintenance fees, renewal fees, annuity fees and various other government fees on issued patents often must be paid to the USPTO and foreign patent agencies over the lifetime of the patent and or applications and any patent rights we may obtain in the future. While an unintentional lapse of a patent or patent application can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which non-compliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. If we fail to maintain the patents and patent applications covering our products or services, we may not be able to stop a competitor from marketing products or services that are the same as or similar to our products or services, which would have a material adverse effect on our business, financial condition and results of operations. We may become involved in lawsuits to protect or enforce our patents and other intellectual property rights, which could be expensive, time-consuming and unsuccessful, and if unsuccessful, the commercial value of our products and services will be adversely affected and our competitive position may be harmed. Third parties, including our competitors, may currently, or in the future, infringe, misappropriate or otherwise violate our issued patents or other intellectual property rights, and we may file lawsuits or initiate other proceedings to protect or enforce our patents or other intellectual property rights, which could be expensive, time-consuming and unsuccessful. While we are not aware of any unauthorized use of our intellectual property rights, we do not regularly conduct monitoring for unauthorized use at this time. In the future, we may, from time to time, seek to analyze our competitors products and services, or seek to enforce our rights against potential infringement, misappropriation or violation of our intellectual property rights. The steps we have taken to protect our proprietary rights may not be adequate to enforce our rights as against such infringement, misappropriation or violation of our intellectual property rights. In certain circumstances it may not be practicable or cost-effective for us to enforce our intellectual property rights fully, particularly in certain developing countries or where the initiation of a claim might harm our business relationships. We may also be hindered or prevented from enforcing our rights with respect to a government entity or instrumentality because of the doctrine of sovereign immunity. Our ability to enforce our patent or other intellectual property rights depends on our ability to detect infringement. It may be difficult to detect infringers who do not advertise the components or methods that are used in connection with their products and services. Moreover, it may be difficult or impossible to obtain evidence of infringement in a competitor s or potential competitor s product or service. Thus, we may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Any inability to meaningfully enforce our intellectual property rights could harm our ability to compete and reduce demand for our products and services. In the future, we may become involved in lawsuits to protect or enforce our intellectual property rights. An adverse result in any litigation proceeding could harm our business. In any lawsuit we bring to enforce our intellectual property rights, a court may refuse to stop the other party from using the technology at issue on grounds that our intellectual property rights do not cover the technology in question. If we initiate legal proceedings against a third party to enforce a patent covering a product or a service, the defendant could counterclaim that such patent is invalid or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity or unenforceability are common, and there are numerous grounds upon which a third party can assert invalidity or unenforceability of a patent. Any claims we assert against perceived infringers could also provoke these parties to assert counterclaims against us alleging that we infringe, misappropriate or otherwise violate their intellectual property rights. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of patentable subject matter, novelty, obviousness, or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from USPTO, or made a misleading statement, during prosecution. Mechanisms for such challenges include re-examination, post-grant review, inter partes review, interference proceedings, derivation proceedings, and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings). Decisions by courts and governmental patent agencies may introduce uncertainty in the enforceability or scope of patents and other intellectual properties owned by us. A court may decide that a patent or other intellectual property right of ours is invalid or unenforceable, in whole or in part, construe the patent s claims or other intellectual property narrowly or refuse to stop the other party from using the technology at issue on the grounds that our patents or other intellectual property do not cover the technology in question. An adverse result in any litigation proceeding could put one or more of our patents at risk of being invalidated or interpreted narrowly. Furthermore, even if our patents or other intellectual property rights are found to be valid and infringed, a court may refuse to grant injunctive relief against the infringer and instead grant us monetary damages and or ongoing royalties. Such monetary compensation may be insufficient to adequately offset the damage to our business caused by the infringer s competition in the market. An adverse result in any litigation or administrative proceeding could put one or more of our patents or other intellectual property rights at risk of being invalidated or interpreted narrowly, which could adversely affect our competitive business position, financial condition and results of operations. Moreover, even if we are successful in any litigation, we may incur significant expense in connection with such proceedings, and the amount of any monetary damages may be inadequate to compensate us for damage as a result of the infringement and the proceedings. Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our management and other personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on our common stock price. Such litigation or proceedings could substantially increase our operating losses and reduce the resources available for development activities or any future sales, marketing or distribution activities. We may not have sufficient financial or other resources to conduct such litigation or proceedings adequately. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources and more mature and developed intellectual property portfolios. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on our ability to compete in the marketplace. Any of the foregoing could have a material adverse effect on our business, financial condition or results of operations. We may be unsuccessful in licensing or acquiring intellectual property rights from third parties that may be necessary to develop, manufacture and or commercialize our current and or future products or services. A third party may hold intellectual property rights, including patent rights, that are important or necessary to the development, manufacture and or commercialization of our current and or future products or services, in which case we would be need to acquire or obtain a license to such intellectual property rights from such third party. A third party that perceive us to be a competitor may be unwilling to assign or license its intellectual property rights to us. In addition, the licensing or acquisition of third party intellectual property rights is a competitive area, and other companies may also pursue similar strategies to license or acquire such third party s intellectual property rights. Some of these companies may be established and may have a competitive advantage over us due to their size, capital resources and greater development, manufacture and commercialization capabilities. We also may be unable to license or acquire third party intellectual property rights on commercially reasonable terms that would allow us to make an appropriate return on our investment, or at all, or we may be unable to obtain any such license or acquisition at all. If we are unable to successfully obtain rights to necessary third party intellectual property rights, we may not be able to develop, manufacture or commercialize our current and or future products or services, which could have a material adverse effect on our business, financial condition and results of operations. We may be subject to claims challenging the ownership or inventorship of our patents and other intellectual property and, if unsuccessful in any of these proceedings, we may be required to obtain licenses from third parties, which may not be available on commercially reasonable terms, or at all, or to cease the development, manufacture and commercialization of our AquaBeam Robotic System and our other current and future products. We may be subject to claims that current or former employees, collaborators or other third parties have an interest in our current or future patents, patent applications, trade secrets or other intellectual property rights as an inventor or co-inventor. For example, we may have inventorship disputes arise from conflicting obligations of employees, consultants or others who are involved in developing our AquaBeam Robotic System or our other current or future products, services or technology. Although it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property rights to execute agreements assigning such intellectual property rights to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property rights that we regard as our own, and we cannot be certain that our agreements with such parties will be upheld in the face of a potential challenge, or that they will not be breached, for which we may not have an adequate remedy. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and litigation may be necessary to defend against these and other claims challenging inventorship or ownership. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property rights, and other owners may be able to license their rights to other third parties, including our competitors. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Additionally, we may be subject to claims from third parties challenging ownership interest in or inventorship of intellectual property rights we regard as our own, based on claims that our agreements with employees or consultants obligating them to assign their intellectual property rights to us are ineffective or in conflict with prior or competing contractual obligations to assign inventions and intellectual property rights to another employer, to a former employer, or to another person or entity. Litigation may be necessary to defend against such claims, and it may be necessary or we may desire to obtain a license to such third party s intellectual property rights to settle any such claim, however, there can be no assurance that we would be able to obtain such license on commercially reasonable terms, if at all . If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property that is important to our AquaBeam Robotic System and our other current and future products, services or technology. If we were to lose exclusive ownership of such intellectual property, other owners may be able to license their rights to other third parties, including our competitors. We also may be required to obtain and maintain licenses from third parties, including parties involved in any such disputes. Such licenses may not be available on commercially reasonable terms, or at all, or may be non-exclusive. If we are unable to obtain and maintain such licenses, we may need to cease the development, manufacture and commercialization of our AquaBeam Robotic System, or our other current or future products, services and technologies, and we could be prohibited from using our other technologies, features or intellectual property rights that are essential to our products or services, if such technologies or features are found to incorporate or be derived from the trade secrets or other proprietary information of another person or entity, including another or former employers. An inability to incorporate technologies, features or other intellectual property rights that are important or essential to our products or services could have a material adverse effect on our business, financial condition, results of operations, and competitive position, and may prevent us from developing, manufacturing and or selling our products or services. In addition, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against these claims, litigation could result in substantial costs and could be a distraction to management and our employees. Any litigation or the threat thereof may adversely affect our ability to hire employees or contract with independent sales representatives. A loss of key personnel or their work product could hamper or prevent our ability to develop, manufacture and or commercialize our products or services, which could materially and adversely affect our business, financial condition and results of operations. The loss of exclusivity or the narrowing of our patent claims could limit our ability to stop others from using or commercializing similar or identical technology and products. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations. If we are unable to protect the confidentiality of our trade secrets, our business and competitive position may be harmed. In addition to seeking patent protection for our AquaBeam Robotic System and our other current and future products and services, we also rely upon unpatented trade secrets, know-how and continuing technological innovation to develop and maintain a competitive position. We seek to protect such proprietary information, in part, through confidentiality agreements with our employees, collaborators, contractors, advisors, consultants and other third parties and invention assignment agreements with our employees. We also have agreements with some of our consultants that require them to assign to us any inventions created as a result of their working with us. The confidentiality agreements are designed to protect our proprietary information and, in the case of agreements or clauses containing invention assignment, to grant us ownership of technologies that are developed through a relationship with employees or third parties. We cannot guarantee that we have entered into such agreements with each party that has or may have had access to our trade secrets or proprietary information and we may not enter into such agreements with all employees, consultants and third parties who have been involved in the development of our intellectual property rights. Although we generally require all of our employees, consultants, advisors and any third parties who have access to our proprietary know-how, information, or technology to enter into confidentiality agreements, we cannot provide any assurances that all such agreements have been duly executed. In addition, despite the protections we place on our intellectual property or other proprietary rights, monitoring unauthorized use and disclosure of our intellectual property rights by employees, consultants and other third parties who have access to such intellectual property or other proprietary rights is difficult, and we do not know whether the steps we have taken to protect our intellectual property or other proprietary rights will be adequate. Therefore, we may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by such employees, consultants, advisors or third parties, despite the existence generally of these confidentiality restrictions. These agreements may not provide meaningful protection against the unauthorized use or disclosure of our trade secrets, know-how or other proprietary information in the event the unwanted use is outside the scope of the provisions of the contracts or in the event of any unauthorized use, misappropriation, or disclosure of such trade secrets, know-how, or other proprietary information. There can be no assurances that such employees, consultants, advisors or third parties will not breach their agreements with us, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known or independently developed by third parties, including our competitors. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be harmed. The exposure of our trade secrets and other proprietary information would impair our competitive advantages and could have a material adverse effect on our business, financial condition and results of operations. In particular, a failure to protect our proprietary rights may allow competitors to copy our technology, which could adversely affect our pricing and market share. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to, or independently developed by, a competitor or other third party, our competitive position would be materially and adversely harmed. Furthermore, we expect these trade secrets, know-how and proprietary information to over time be disseminated within the industry through independent development, the publication of journal articles describing the methodology, the movement of personnel within the industry and from academic to industry scientific positions. We also seek to preserve the integrity and confidentiality of our data and trade secrets by maintaining physical security of our premises and physical and electronic security of our information technology systems. While we have confidence in these individuals, organizations and systems, agreements or security measures may be breached, and we may not have adequate remedies for any breach. In addition, our trade secrets may otherwise become known, or be independently discovered by, competitors. To the extent that our employees, consultants, contractors or collaborators use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions could have a material adverse effect on our competitive position, business, financial condition, results of operations and prospects. We may be subject to claims that we or our employees have misappropriated the intellectual property of a third party, including trade secrets or know-how, or are in breach of non-competition or non-solicitation agreements with our competitors and third parties may claim an ownership interest in intellectual property we regard as our own. Many of our employees and consultants were previously employed at or engaged by other medical device, biotechnology or pharmaceutical companies, including our competitors or potential competitors. Some of these employees, consultants and contractors, may have executed proprietary rights, non-disclosure and non-competition agreements in connection with such previous employment. Although we try to ensure that our employees and consultants do not use the intellectual property, proprietary information, know-how or trade secrets of others in their work for us, we may be subject to claims that we or these individuals have, inadvertently or otherwise, misappropriated the intellectual property or disclosed the alleged trade secrets or other proprietary information, of these former employers or competitors. Additionally, we may be subject to claims from third parties challenging our ownership interest in intellectual property we regard as our own, based on claims that our employees or consultants have breached an obligation to assign inventions to another employer, to a former employer, or to another person or entity. Litigation may be necessary to defend against any other claims, and it may be necessary or we may desire to enter into a license to settle any such claim however, there can be no assurance that we would be able to obtain a license on commercially reasonable terms, if at all. If our defense to those claims fails, in addition to paying monetary damages, a court could prohibit us from using technologies or features that are essential to our AquaBeam Robotic System or our other current and future products or services, if such technologies or features are found to incorporate or be derived from the trade secrets or other proprietary information of the former employers. An inability to incorporate technologies or features that are important or essential to our product could have a material adverse effect on our business, financial condition and results of operations, and may prevent us from selling our AquaBeam Robotic System or our other current and future products or services. In addition, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against these claims, litigation could result in substantial costs and could be a distraction to management. Any litigation or the threat thereof may adversely affect our ability to hire employees or contract with independent sales representatives. A loss of key personnel or their work product could hamper or prevent our ability to commercialize our product, which could have an adverse effect on our business, financial condition and results of operations. Changes in patent law could diminish the value of patents in general, thereby impairing our ability to protect our existing and future products or services, and could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our current or future patents. Our ability to obtain patents and the breadth of any patents obtained is uncertain in part because, to date, some legal principles remain unresolved, and there has not been a consistent policy regarding the breadth or interpretation of claims allowed in patents in the United States and other countries. Changes in either patent laws or in interpretations of patent laws in the United States and other countries may diminish the value of our intellectual property rights or narrow the scope of our patent protection, which in turn could diminish the commercial value of our products and services. Patent reform legislation may pass in the future that could lead to additional uncertainties and increased costs surrounding the prosecution, enforcement and defense of our patents and applications. Furthermore, the U.S. Supreme Court and the U.S. Court of Appeals for the Federal Circuit have made, and will likely continue to make, changes in how the patent laws of the United States are interpreted. The United States Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on actions by the United States Congress, the federal courts and the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce patents that we own or that we might obtain or license in the future. An inability to obtain, enforce, and defend patents covering our proprietary technologies would materially and adversely affect our business prospects and financial condition. Similarly, foreign courts have made, and will likely continue to make, changes in how the patent laws in their respective jurisdictions are interpreted. We cannot predict future changes in the interpretation of patent laws or changes to patent laws that might be enacted into law by U.S. and foreign legislative bodies. Those changes may materially affect our patents or patent applications and our ability to obtain additional patent protection in the future. Further, the laws of some foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the United States. In addition, any protection afforded by foreign patents may be more limited than that provided under U.S. patent and intellectual property laws. We may encounter significant problems in enforcing and defending our intellectual property both in the United States and abroad. For example, if the issuance in a given country of a patent covering an invention is not followed by the issuance in other countries of patents covering the same invention, or if any judicial interpretation of the validity, enforceability or scope of the claims or the written description or enablement in a patent issued in one country is not similar to the interpretation given to the corresponding patent issued in other countries, our ability to protect our intellectual property rights in those countries may be limited. Changes in either patent laws or in interpretations of patent laws in the United States and other countries may materially diminish the value of our intellectual property rights or narrow the scope of our patent protection. We cannot predict future changes in the interpretation of patent laws or changes to patent laws that might be enacted into law by U.S. and foreign legislative bodies. Those changes may materially affect our patents or patent applications and our ability to obtain additional patent protection in the future. Any of the foregoing could have a material adverse effect on our competitive position, business, financial condition, results of operations and prospects. If our trademarks and tradenames are not adequately protected, then we may not be able to build name recognition in our markets and our business may be adversely affected. We rely on our trademarks, trade names and brand names to distinguish our products and services from the products and services of our competitors, and have registered or applied to register many of these trademarks in the United States and certain countries outside the United States. There can be no assurance that our trademark applications will be approved for registration. During trademark registration proceedings, we may receive rejections. Although we are given an opportunity to respond to those rejections, we may be unable to overcome such rejections. In addition, in proceedings before the USPTO and comparable agencies in many foreign jurisdictions, third parties may also oppose our trademark applications and may seek to cancel trademark registrations or otherwise challenge our use of the trademarks. Opposition or cancellation proceedings may be filed against our trademark filings in these agencies, and such filings may not survive such proceedings. While we may be able to continue the use of our trademarks in the event registration is not available, particularly in the United States, where trademark rights are acquired based on use and not registration, third parties may be able to enjoin the continued use of our trademarks if such parties are able to successfully claim infringement in court. Our trademarks or trade names may be challenged, invalidated, infringed, circumvented and circumvented by third parties, and our trademarks could also be diluted, declared generic or determined to be violating or infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential partners and customers in our markets of interest. If any of the foregoing occurs, we could be forced to re-brand our products or services, resulting in loss of brand recognition and requiring us to devote resources to advertising and marketing new brands, and suffer other competitive harm. Third parties may also adopt trademarks similar to ours, which could harm our brand identity and lead to market confusion. Further, there can be no assurance that competitors will not infringe our trademarks or that we will have adequate resources to enforce our trademarks. At times, competitors or other third parties may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. Certain of our current or future trademarks may become so well known by the public that their use becomes generic and they lose trademark protection. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected. Any of the foregoing could have a material adverse effect on our competitive position, business, financial condition, operating results and prospects. We may become a party to intellectual property litigation or administrative proceedings that could be expensive, time-consuming, unsuccessful, and could interfere with our ability to sell and market our products or services. Our commercial success depends, in part, on our ability to develop, manufacture, market and sell our products and services and use our proprietary technologies without infringing, misappropriating or otherwise violating the proprietary rights and intellectual property of third parties. The medical device industry has been characterized by extensive litigation regarding patents, trademarks, trade secrets, and other intellectual property rights, and companies in the industry have used intellectual property litigation to gain a competitive advantage. While we take steps to ensure that we do not infringe upon, misappropriate or otherwise violate the intellectual property rights of others, there may be other more pertinent rights of which we are presently unaware. Third parties may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a negative impact on the success of our business. It is possible that U.S. and foreign patents and pending patent applications controlled by third parties may be alleged to cover our products and services, or that we may be accused of misappropriating third parties trade secrets or infringing third parties trademarks. We may in the future become party to, or be threatened with, adversarial proceedings or litigation regarding intellectual property rights with respect to our products or services, including interference proceedings, post grant review and inter partes review before the USPTO or equivalent foreign regulatory authority. Furthermore, we may also become involved in other proceedings, such as reexamination, derivation or opposition proceedings before the USPTO or other jurisdictional body relating to our intellectual property rights or the intellectual property rights of others. Third parties may assert infringement claims against us based on existing patents or patents that may be granted in the future, regardless of their merit. Because patent applications can take many years to issue and because publication schedules for pending applications vary by jurisdiction, there may be applications now pending of which we are unaware and which may result in issued patents, which our current or future products or services infringe. Also, because the claims of published patent applications can change between publication and patent grant, there may be published patent applications that may ultimately issue with claims that we infringe. There is a risk that third parties may choose to engage in litigation with us to enforce or to otherwise assert their patent rights against us. Even if we believe such claims are without merit, a court of competent jurisdiction could hold that these third party patents are valid and enforceable, and infringed by the use of our products and or services, which could have a negative impact on the commercial success of our current and any future products or services. If we were to challenge the validity of any such third party U.S. patent in federal court, we would need to overcome a presumption of validity. As this burden is a high one requiring us to present clear and convincing evidence as to the invalidity of any such U.S. patent claim, there is no assurance that a court of competent jurisdiction would invalidate the claims of any such U.S. patent. Conversely, in the United States, the patent owner need only prove infringement by a preponderance of the evidence, which is a lower burden of proof. We will have similar burdens to overcome in foreign courts in order to successfully challenge a third party claim of patent infringement. Our defense of any litigation or interference proceedings may fail and, even if successful, defending such claims brought against us would cause us to incur substantial expenses. If such claims are successfully asserted against us, they may result in substantial costs and distract our management and other employees and could cause us to pay substantial damages. Further, if a patent infringement or other intellectual property rights-related lawsuit were brought against us, we could be forced, including by court order, to cease developing, manufacturing and or commercializing the infringing product or service. In addition, we could be found liable for monetary damages, including treble damages and attorneys fees, if we are found to have willfully infringed a patent or other intellectual property right. Although patent, trademark, trade secret, and other intellectual property disputes in the medical device area have often been settled through licensing or similar arrangements, costs associated with such arrangements may be substantial and could include ongoing royalties. We may not be able to obtain licenses on commercially reasonable terms, or at all, in which event our business would be materially and adversely affected. Even if we were able to obtain a license, the rights may be nonexclusive, which could result in our competitors and other third parties gaining access to the same intellectual property. Ultimately, if we are unable to obtain such licenses or make any necessary changes to our products or services, we could be forced to cease some aspect of our business operations, which could harm our business significantly. A finding of infringement, or an unfavorable interference or derivation proceedings outcome could prevent us from developing, manufacturing and or commercializing our products or services, or force us to cease some or all of our business operations, which could materially harm our business. Claims that we have misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on our business, financial condition, results of operations and prospects. We may not have sufficient financial or other resources to conduct such litigation or proceedings adequately. Some of our competitors may be able to sustain the costs of litigation or administrative proceedings more effectively than we can because of greater financial resources and more mature and developed intellectual property portfolios. We could encounter delays in product or service introductions while we attempt to develop alternative products or services. If third parties assert infringement, misappropriation or other claims against our customers, these claims may require us to initiate or defend protracted and costly litigation on behalf of our customers, regardless of the merits of these claims. If any of these claims succeed or settle, we may be forced to pay damages or settlement payments on behalf of our customers or may be required to obtain licenses for the products they use. If we cannot obtain all necessary licenses on commercially reasonable terms, our customers may be forced to stop using our products or services. Additionally, our products include components that we purchase from suppliers and may include design components that are outside of our direct control. Our competitors, many of which have substantially greater resources and have made substantial investments in patent portfolios, trade secrets, trademarks, and competing technologies, may have applied for or obtained, or may in the future apply for or obtain, patents or trademarks that will prevent, limit or otherwise interfere with our ability to make, use, sell and or export our products, services or to use our technologies or product names. As the number of competitors in our market grows and the number of patents issued in this area increases, the possibility of patent infringement claims against us may increase. Moreover, individuals and groups that are non-practicing entities, commonly referred to as patent trolls, purchase patents and other intellectual property assets for the purpose of making claims of infringement in order to extract settlements. From time to time, we may receive threatening letters, notices or invitations to license, or may be the subject of claims that our products, services and business operations infringe, misappropriate or otherwise violate the intellectual property rights of others. The defense of these matters can be time-consuming, costly to defend in litigation, divert management s attention and resources, damage our reputation and brand and cause us to incur significant expenses or make substantial payments. In addition, suppliers from whom we purchase hardware or software may not indemnify us in the event that such hardware or software is accused of infringing a third party s patent or trademark or of misappropriating a third party s trade secret. Third parties may also raise similar claims before administrative bodies in the United States or abroad, even outside the context of litigation. Such mechanisms include re-examination, post grant review, inter partes review and equivalent proceedings in foreign jurisdictions (for example, opposition proceedings). Such proceedings could result in revocation of or amendment to our patents in such a way that they no longer cover our products or services. Two of our applications filed in Europe are currently subject to opposition challenges. The outcome following legal assertions of invalidity and unenforceability is unpredictable. With respect to the validity question, for example, we cannot be certain that there is no invalidating prior art, of which we, our patent counsel, and the patent examiner were unaware during prosecution. If a third party were to prevail on a legal assertion of invalidity and or unenforceability, we may lose at least part, and perhaps all, of the patent protection on our products or services. Such a loss of patent protection would have a material adverse impact on our business, financial condition, results of operations, and prospects. Because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during litigation. There could also be public announcements of the results of hearing, motions, or other interim developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of shares of our common stock. Even if we ultimately prevail, a court may decide not to grant an injunction against further infringing activity and instead award only monetary damages, which may not be an adequate remedy. Furthermore, the monetary cost of such litigation and the diversion of the attention of our management could outweigh any benefit we receive as a result of the proceedings. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on our business. Any of the foregoing may cause us to incur substantial costs, and could place a significant strain on our financial resources, divert the attention of management from our core business and harm our reputation. Our use of open source software could subject our proprietary software to general release, adversely affect our ability to sell our AquaBeam Robotic System or our other current or future products and services and subject us to possible litigation. A portion of the products or technologies licensed, developed and or distributed by us incorporate so-called open source software and we may incorporate open source software into other products in the future. Such open source software is generally licensed by its authors or other third parties under open source licenses. Some open source licenses contain requirements that we disclose source code for modifications we make to the open source software and that we license such modifications to third parties at no cost. In some circumstances, distribution of our software in connection with open source software could require that we disclose and license some or all of our proprietary code in that software, as well as distribute our software that uses particular open source software at no cost to the user. We monitor our use of open source software in an effort to avoid uses in a manner that would require us to disclose or grant licenses under our proprietary source code however, there can be no assurance that such efforts will be successful. Open source license terms are often ambiguous and such use could inadvertently occur. There is little legal precedent governing the interpretation of many of the terms of these licenses, and the potential impact of these terms on our business may result in unanticipated obligations regarding our AquaBeam Robotic System and our technologies. Companies that incorporate open source software into their products have, in the past, faced claims seeking enforcement of open source license provisions and claims asserting ownership of open source software incorporated into their product. If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of an open source license, we could incur significant legal costs defending ourselves against such allegations. In the event such claims were successful, we could be subject to significant damages or be enjoined from the distribution of our AquaBeam Robotic System and our other current and future products. In addition, if we combine our proprietary software with open source software in certain ways, under some open source licenses, we could be required to release the source code of our proprietary software, which could substantially help our competitors develop products that are similar to or better than ours and otherwise adversely affect our business. These risks could be difficult to eliminate or manage, and, if not addressed, could harm our business, financial condition and results of operations. Intellectual property rights do not necessarily address all potential threats. The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect our business or permit us to maintain our competitive advantage. For example others may be able to make products that are similar to our AquaBeam Robotic System and our other current or future products or utilize similar technology but that are not covered by the claims of our patents or that incorporate certain technology in our AquaBeam Robotic System and our other current and future products that is in the public domain we, or our future licensors or collaborators, might not have been the first to make the inventions covered by the applicable issued patent or pending patent application that we own now or may own or license in the future we, or our future licensors or collaborators, might not have been the first to file patent applications covering certain of our or their inventions others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights it is possible that our current or future pending patent applications will not lead to issued patents issued patents that we hold rights to may be held invalid or unenforceable, including as a result of legal challenges by our competitors or other third parties our competitors or other third parties might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets we may not develop additional proprietary technologies that are patentable the patents of others may harm our business and we may choose not to file a patent in order to maintain certain trade secrets or know-how, and a third party may subsequently file a patent covering such intellectual property. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations. We may not be able to protect our intellectual property and proprietary rights throughout the world. Third parties may attempt to develop, manufacture and or commercialize competitive products or services in foreign countries utilizing our proprietary technology, design, trademarks or tradenames in foreign countries where we do not have any patents or patent applications, trademarks, and or other forms of intellectual property rights and or where legal recourse may be limited. This may have a significant commercial impact on our foreign business operations. Filing, prosecuting and defending patents or trademarks on our AquaBeam Robotic System and all of our other current and future products and services in all countries throughout the world would be prohibitively expensive, and the laws of foreign countries particularly those of developing countries, may not protect our rights to the same extent as the laws of the United States. For example, as of May 1, 2021, the Patent Cooperation Treaty had 153 contracting states, and it is only economically feasible to file for protection in a portion of these countries. With the COVID-19 pandemic, some of our foreign associates have requested instructions well in advance of deadlines, which could adversely affect our ability to meet foreign deadlines for filing and prosecuting patent applications. Also, it is unclear to what extent the COVID-19 pandemic will adversely impact operations at some foreign patent offices where we have sought protection. Consequently, we may not be able to prevent third parties from practicing our inventions or trademarks in all jurisdictions outside the United States to the same extent as the United States, or from developing, manufacturing, selling or importing products or services using or incorporating our inventions or trademarks in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained patent or trademark protection to develop, manufacture and or market their own products or services and, further, may export otherwise infringing products or services to territories where we have patent or trademark protection, but enforcement on infringing activities is inadequate or not as strong as that in the United States. These products or services may compete with our AquaBeam Robotic System or other current or future products or services, and our patents, trademarks or other intellectual property rights may not be effective or sufficient to prevent them from competing. In addition, we may decide to abandon national and regional patent applications before they are granted. The examination of each national or regional patent application is an independent proceeding. As a result, patent applications in the same family may issue as patents in some jurisdictions, such as in the United States, but may issue as patents with claims of different scope or may even be refused in other jurisdictions. It is also quite common that depending on the country, the scope of patent protection may vary for the same product or technology. For example, certain jurisdictions do not allow for patent protection with respect to method of treatment. While we seek to protect our intellectual property rights in our expected significant markets, we cannot ensure that we will be able to initiate or maintain similar efforts in all jurisdictions in which we may wish to manufacture or market our products or services. Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate, which may have an adverse effect on our ability to successfully manufacture or commercialize our products or services in all of our expected significant foreign markets. If we encounter difficulties in protecting, or are otherwise precluded from effectively protecting, the intellectual property rights important for our business in such jurisdictions, the value of these rights may be diminished, and we may face additional competition from others in those jurisdictions. Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our intellectual property and proprietary rights generally. Proceedings to enforce our intellectual property and proprietary rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly, could put our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property and proprietary rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license. Many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If we are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business, financial condition and results of operations may be adversely affected. We heavily depend on intellectual property licensed from third parties and our licensors may not always act in our best interest. If we fail to comply with our obligations under our intellectual property licenses, if the licenses are terminated, or if disputes regarding these licenses arise, we could lose significant rights that are important to our business. We are dependent on patents, know-how and other proprietary technology licensed from AquaBeam LLC, which is affiliated with Rodney Perkins, one of our co-founders and a member of our board of directors who will resign from the board effective immediately upon effectiveness of the registration statement of which this prospectus is a part. This and other licenses we currently possess or may possess in the future may not provide exclusive rights to use such intellectual property and technology in all relevant fields of use and in all territories in which we may wish to develop or commercialize our technology and products in the future. As a result, we may not be able to prevent competitors from developing and commercializing competitive products in territories included in all of our licenses. Moreover, if we fail to comply with our obligations under such licenses, or if disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on acceptable terms, we may be unable to successfully develop and commercialize the affected technology or products. Certain provisions in our intellectual property agreements with third parties may also be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could affect the scope of our rights to the relevant intellectual property or technology, or affect financial or other obligations under the relevant agreement, either of which could have a material adverse effect on our business, results of operations, financial condition, cash flows and prospects. In spite of our efforts, our current and future licensors might also conclude that we have breached our obligations under our license agreements and might therefore seek to terminate such license agreements, thereby removing or limiting our ability to develop and commercialize products and technology covered by these license agreements. As a result, any termination of these licenses could result in the loss of significant rights and could harm our ability to commercialize our products, including, for example, the AquaBeam Robotic System, and our financial results. In addition, we may need to obtain additional licenses from our existing licensors and others to allow commercialization of products we may develop. Moreover, we may be required to expend significant time and resources to redesign our technology, products, or the methods for manufacturing them or to develop or license replacement technology, all of which may not be feasible on a technical or commercial basis. If we are unable to do so, we may be unable to develop or commercialize the affected technology or products. Even if we are able to obtain such additional licenses, they may be non-exclusive thereby giving our competitors and other third parties access to the same technology licensed to us. Any of the foregoing could have an adverse impact on our business and financial results. Risks Related to This Offering and Ownership of Our Common Stock The market price of our common stock may be volatile or may decline steeply or suddenly regardless of our operating performance, which could result in substantial losses for purchasers of our common stock in this offering, and we may not be able to meet investor or analyst expectations. Following this offering, the market price of our common stock may be highly volatile and fluctuate or decline significantly in response to numerous factors, many of which are beyond our control, including variations between our actual operating results, or those of companies that are perceived to be similar to us, and the expectations of securities analysts, investors and the financial community any forward-looking financial or operating information we may provide to the public or securities analysts, any changes in this information or our failure to meet expectations based on this information actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company or our failure to meet these estimates or the expectations of investors additional shares of our common stock being sold into the market by us or our existing stockholders, or the anticipation of such sales, including if existing stockholders sell shares into the market when applicable lock-up period ends hedging activities by market participants announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments changes in operating performance and stock market valuations of companies in our industry, including our competitors changes in third-party payor reimbursement policies an inability to obtain additional funding general economic, industry and market conditions, including price and volume fluctuations in the overall stock market expiration of market stand-off or lock-up agreements lawsuits threatened or filed against us developments in new legislation and pending lawsuits or regulatory actions, including interim or final rulings by judicial or regulatory bodies and other events or factors, including those resulting from political conditions, election cycles, war or incidents of terrorism, or responses to these events, many of which are outside of our control. In addition, extreme price and volume fluctuations in the stock markets have affected and continue to affect many life sciences and technology companies stock prices. Stock prices often fluctuate in ways unrelated or disproportionate to the companies operating performance. In the past, stockholders have filed securities class action litigation following periods of market volatility. This risk is especially relevant for us because medical technology companies have experienced significant stock price volatility in recent years. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and seriously harm our business. Moreover, because of these fluctuations, comparing our operating results on a period-to-period basis may not be meaningful. You should not rely on our past results as an indication of our future performance. This variability and unpredictability could also result in our failure to meet the expectations of industry or financial analysts or investors for any period. If our revenues or operating results fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated revenue or earnings forecasts that we may provide. An active trading market for our common stock may never develop or be sustained, and you may not be able to resell your shares at or above the initial public offering price. Prior to this offering, there has been no public market for our common stock. Although we have applied to list our common stock on The Nasdaq Stock Market under the symbol PRCT, an active trading market for our common stock may never develop or be sustained following this offering. The initial public offering price for our common stock will be determined through negotiations between the underwriters and us, and may vary from the market price of our common stock following this offering. This initial public offering price may not be indicative of the market price of our common stock after this offering. We cannot assure you that the market price following this offering will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time before this offering. In the absence of an active trading market for our common stock, you may not be able to sell your shares of our common stock when desired or at or above the initial public offering price. An inactive market may also impair our ability to raise capital by selling shares and may impair our ability to acquire other businesses or technologies using our shares as consideration, which, in turn, could materially and adversely affect our business. Future sales of shares by existing stockholders could cause our stock price to decline. If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market after the lock-up and legal restrictions on resale discussed in this prospectus lapse, the trading price of our common stock could decline. Based on 35,641,832 shares of common stock outstanding as of June 30, 2021 (including the automatic conversion of 29,849,810 shares of our redeemable convertible preferred stock into an equivalent number of shares of our common stock immediately prior to the completion of this offering) and the exercise of outstanding warrants as of June 30, 2021 for 71,705 shares of redeemable convertible preferred stock, at a cash exercise price of $13.73 per share, and subsequent conversion into an equivalent number of shares of common stock, on the completion of this offering, we will have a total of 41,213,537 shares of common stock outstanding. Of these shares, only the shares of common stock sold in this offering will be freely tradable, without restriction, in the public market immediately after the offering. Each of our directors, executive officers and other holders of substantially all our outstanding equity securities are subject to lock-up and market standoff agreements that restrict their ability to, among other things and subject to certain exceptions, sell or transfer their shares for a period of 180 days after the date of this prospectus subject to certain exceptions. However, BofA Securities, Inc. and Goldman Sachs Co. LLC may, in their sole discretion, waive the contractual lock-up before the lock-up agreements expire. After the lock-up agreements expire, all shares outstanding as of June 30, 2021 (assuming the closing of the offering) will be eligible for sale in the public market, of which the shares are held by directors, executive officers and other affiliates and will be subject to volume limitations under Rule 144 of the Securities Act, and various vesting agreements. Sales of a substantial number of such shares upon expiration of the lock-up and market stand-off agreements, the perception that such sales may occur or early release of these agreements, could cause our market price to fall or make it more difficult for you to sell your common stock at a time and price that you deem appropriate. In addition, 6,621,256 shares of our common stock were issuable upon the exercise of options outstanding as of June 30, 2021. These shares will become eligible for sale in the public market to the extent permitted by the provisions of various vesting agreements, the lock-up agreements and Rules 144 and 701 of the Securities Act. We intend to file a registration statement on Form S-8 under the Securities Act covering all the shares of common stock subject to stock options outstanding and reserved for issuance under our stock plans. That registration statement will become effective immediately on filing, and shares covered by that registration statement will be eligible for sale in the public markets, subject to Rule 144 limitations applicable to affiliates and the lock-up agreement described above. If these additional shares are sold, or if it is perceived that they will be sold in the public market, the trading price of our common stock could decline. If you purchase our common stock in this offering, you will incur immediate and substantial dilution. The assumed initial public offering price is substantially higher than the pro forma net tangible book value per share of our common stock (which gives effect to the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into shares of common stock, and the exercise of outstanding redeemable convertible preferred stock warrants and subsequent conversion into common stock, immediately prior to the closing of this offering) of $3.38 per share as of June 30, 2021. Investors purchasing common stock in this offering will pay a price per share that substantially exceeds the net book value of our tangible assets (after the automatic conversion of our redeemable convertible preferred stock, and the exercise of outstanding redeemable convertible preferred stock warrants and subsequent conversion, and after subtracting our liabilities). As a result, investors purchasing common stock in this offering will incur immediate dilution of $17.29 per share, based on the assumed initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus. This dilution is due to the substantially lower price paid by our investors who purchased shares prior to this offering as compared to the price offered to the public in this offering. We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock. We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. In addition, the terms of our loan and security agreement with Oxford Finance LLC restrict our ability to pay dividends to limited circumstances. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments. We have broad discretion in how we may use the net proceeds from this offering, and we may not use them effectively. Our management will have broad discretion in applying the net proceeds we receive from this offering, and accordingly, investors in this offering will need to rely upon the judgment of our management with respect to the use of proceeds with only limited information concerning management s specific intentions. We currently intend to use the net proceeds of this offering, together with our existing cash and cash equivalents, to hire additional sales and marketing personnel, to fund product development and research and development activities and the remainder for working capital and other general corporate purposes. We may use a portion of our net proceeds to acquire and invest in complementary products, technologies or businesses however, we currently have no agreements or commitments to complete any such transaction. We may also spend or invest these proceeds in a way with which our stockholders disagree. If our management fails to use these funds effectively, our business could be seriously harmed. After this offering, our principal stockholders and management will own a significant percentage of our stock and will be able to exercise significant influence over matters subject to stockholder approval. As of June 30, 2021, our executive officers, directors and 5% stockholders beneficially owned approximately 37.9% of the outstanding shares of capital stock, and, upon the closing of this offering, that same group will hold approximately 33.0% of our outstanding shares of common stock (assuming no exercise of the underwriters option to purchase additional shares from us). Therefore, even after this offering, these stockholders will have the ability to influence us through this ownership position. The interests of these stockholders may not be the same as or may even conflict with your interests. For example, these stockholders could attempt to delay or prevent a change in control of us, even if such change in control would benefit our other stockholders, which could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of us or our assets, and might affect the prevailing market price of our common stock due to investors perceptions that conflicts of interest may exist or arise. As a result, this concentration of ownership may not be in the best interests of our other stockholders. Future securities issuances could result in significant dilution to our stockholders and impair the market price of our common stock. Future issuances of shares of our common stock, or the perception that these sales may occur, could depress the market price of our common stock and result in dilution to existing holders of our common stock. Also, to the extent outstanding options to purchase shares of our common stock are exercised or options, restricted stock units or other stock-based awards are issued or become vested, there will be further dilution. The amount of dilution could be substantial depending upon the size of the issuances or exercises. Furthermore, we may issue additional equity securities that could have rights senior to those of our common stock. As a result, purchasers of our common stock in this offering bear the risk that future issuances of debt or equity securities may reduce the value of our common stock and further dilute their ownership interest. Delaware law and provisions in our amended and restated certificate of incorporation and bylaws that will be in effect on the completion of this offering could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our common stock. Our amended and restated certificate of incorporation and bylaws that will be in effect on the completion of this offering contain provisions that could depress the trading price of our common stock by acting to discourage, delay or prevent a change of control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions include the following establishing a classified board of directors so that not all members of our board of directors are elected at one time permitting our board of directors to establish the number of directors and fill any vacancies and newly-created directorships providing that directors may only be removed for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of our capital stock requiring the approval of holders of two-thirds of our outstanding common stock to amend some provisions in our amended and restated certificate of incorporation and bylaws authorizing the issuance of blank check preferred stock that our board of directors could use to implement a stockholder rights plan prohibiting stockholders from calling special meetings of stockholders prohibiting stockholder action by written consent, which has the effect of requiring all stockholder actions to be taken at a meeting of our stockholders providing that the board of directors is expressly authorized to make, alter or repeal our bylaws restricting the forum for certain litigation involving us to Delaware or federal courts, as applicable and establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings. Any provision of our amended and restated certificate of incorporation or bylaws that will be in effect on the completion of this offering or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock. For information regarding these and other provisions, see section titled Description of Capital Stock Anti-Takeover Provisions. The provisions of our amended and restated certificate of incorporation requiring exclusive forum in the Court of Chancery of the State of Delaware and the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers. Our amended and restated certificate of incorporation to be in effect upon the completion of this offering will provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum, to the fullest extent permitted by law, for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us or any director, officer, or other employee arising pursuant to the Delaware General Corporation Law, (iv) any action to interpret, apply, enforce, or determine the validity of our second amended and restated certificate of incorporation or amended and restated bylaws, or (v) any other action asserting a claim that is governed by the internal affairs doctrine, shall be the Court of Chancery of the State of Delaware (or another state court or the federal court located within the State of Delaware if the Court of Chancery does not have or declines to accept jurisdiction), in all cases subject to the court s having jurisdiction over indispensable parties named as defendants. In addition, our amended and restated certificate of incorporation will provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act but that the forum selection provision will not apply to claims brought to enforce a duty or liability created by the Exchange Act. Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition, and operating results. For example, under the Securities Act, federal courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice of and consented to this exclusive forum provision, but will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. These provisions may also result in increased costs for investors seeking to bring a claim against us or any of our directors, officers or other employees. Risks Related to Being a Public Company We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations. In connection with the preparation of our consolidated financial statements, a material weakness in our internal control over financial reporting was identified as of December 31, 2020. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness is the result of our failure to design and maintain effective controls over certain information technology, or IT, general controls for information systems that are relevant to the preparation of our financial statements. Specifically, we did not design and maintain program change management controls to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately, and user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs and data to appropriate Company personnel. These IT general control deficiencies did not result in a material misstatement to the financial statements however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. Accordingly, our management determined these deficiencies in the aggregate constitute a material weakness. We are in the process of designing and implementing measures to remediate the material weakness in our internal control over financial reporting, which includes designing and implementing controls over the review and update of user access rights and privileges, including segregation of duties, and controls over program changes to our information systems that contain data used for financial reporting. While we are designing and implementing measures to remediate the material weakness, we cannot predict the success of such measures or the outcome of our assessment of these measures at this time. We can give no assurance that these measures will remediate the material weakness in our internal control over financial reporting or that additional material weaknesses in our internal control over financial reporting will not be identified in the future. The material weakness will not be considered remediated until management completes the design and implementation of the measures described above and the controls operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our failure to design and maintain effective internal control over financial reporting could result in errors in our financial statements that may lead to a restatement of our financial statements or cause us to fail to meet our reporting obligations. As a public company, our management will be required to report upon the effectiveness of our internal control over financial reporting beginning with the annual report for our fiscal year ending December 31, 2022. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. When we lose our status as an emerging growth company, our independent registered public accounting firm will be required to audit the effectiveness of our internal control over financial reporting. Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources. Failure to remediate any material weakness in our internal control over financial reporting, or to design and maintain effective internal control over financial reporting, could also restrict our future access to the capital markets. Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. Upon the completion of this offering, we will become subject to the periodic reporting requirements of the Exchange Act. We must design our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. Any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. For example, our directors or executive officers could inadvertently fail to disclose a new relationship or arrangement causing us to fail to make a required related party transaction disclosure. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected. The requirements of being a public company may strain our resources, result in more litigation, and divert management s attention. As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, the listing requirements of The Nasdaq Stock Market, and other applicable securities rules and regulations. Complying with these rules and regulations has increased and will increase our legal and financial compliance costs, make some activities more difficult, time consuming or costly, and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are required to disclose changes made in our internal control and procedures on a quarterly basis. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may also need to hire additional employees or engage outside consultants to comply with these requirements, which will increase our costs and expenses. In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected. These new rules and regulations may make it more expensive for us to obtain director and officer liability insurance and, in the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Board, particularly to serve on our audit committee and compensation committee, and qualified executive officers. By disclosing information in this prospectus and in future filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If those claims are successful, our business could be seriously harmed. Even if the claims do not result in litigation or are resolved in our favor, the time and resources needed to resolve them could divert our management s resources and seriously harm our business. Participation in this offering by our directors, officers or affiliates would reduce the available public float of our shares. If any of our directors, officers or affiliates purchase shares in this offering, such purchases would reduce the available public float of our common stock because such purchasers would be restricted from selling such shares during the 180-day period following this offering and thereafter would be subject to volume limitations pursuant to restrictions under applicable securities laws. As a result, any purchase of shares by our directors, officers or affiliates in this offering will reduce the liquidity of our common stock relative to what it would have been had these shares been purchased by investors that were not directors, officers or our affiliates. General Risks Litigation and other legal proceedings may adversely affect our business. From time-to-time we may become involved in legal proceedings relating to patent and other intellectual property matters, product liability claims, employee claims, tort or contract claims, federal regulatory investigations, securities class action and other legal proceedings or investigations, which could have an adverse impact on our reputation, business and financial condition and divert the attention of our management from the operation of our business. Litigation is inherently unpredictable and can result in excessive or unanticipated verdicts and or injunctive relief that affect how we operate our business. We could incur judgments or enter into settlements of claims for monetary damages or for agreements to change the way we operate our business, or both. There may be an increase in the scope of these matters or there may be additional lawsuits, claims, proceedings or investigations in the future, which could have a material adverse effect on our business, financial condition and results of operations. Adverse publicity about regulatory or legal action against us could damage our reputation and brand image, undermine our customers confidence and reduce long-term demand for our AquaBeam Robotic System, even if the regulatory or legal action is unfounded or not material to our operations. General economic and financial market conditions may exacerbate our business risks. Global macroeconomic conditions and the world s financial markets remain susceptible to significant stresses, resulting in reductions in available credit and government spending, economic downturn or stagnation, foreign currency fluctuations and volatility in the valuations of securities generally. Our customers and distributors may respond to such economic pressures by reducing or deferring their capital spending or reducing staff. Furthermore, unfavorable changes in foreign exchange rates versus the U.S. dollar could increase our product and labor costs, thus reducing our gross profit. If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business or our market, or if they change their recommendations regarding our common stock adversely, the trading price or trading volume of our common stock could decline. The trading market for our common stock will be influenced in part by the research and reports that securities or industry analysts may publish about us, our business, our market or our competitors. If one or more analysts initiate research with an unfavorable rating or downgrade our common stock, provide a more favorable recommendation about our competitors or publish inaccurate or unfavorable research about our business, our common stock price would likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of our common stock to decline. We are an emerging growth company and a smaller reporting company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies and smaller growth companies could make our common stock less attractive to investors. We are an emerging growth company as defined in the JOBS Act and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports and annual report on Form 10-K and exemptions from the requirements of holding non-binding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years following the completion of our initial public offering. Our status as an emerging growth company will end as soon as any of the following takes place the last day of the fiscal year in which we have more than $1.07 billion in annual revenue the date we qualify as a large accelerated filer the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities or the last day of the fiscal year ending after the fifth anniversary of the completion of our initial public offering. We cannot predict if investors will find our common stock less attractive if we choose to rely on any of the exemptions afforded to emerging growth companies. If some investors find our common stock less attractive because we rely on any of these exemptions, there may be a less active trading market for our common stock and the market price of our common stock may be more volatile. We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption and, therefore, for new or revised accounting standards applicable to public companies, we will be subject to an extended transition period until those standards would otherwise apply to private companies. As a result, our consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make comparison of our financials to those of other public companies more difficult. Even after we no longer qualify as an emerging growth company, we may still qualify as a smaller reporting company, which would allow us to continue to take advantage of many of the same exemptions from disclosure requirements, including, among other things, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, presenting only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements. You can generally identify forward-looking statements by our use of forward-looking terminology such as anticipate, believe, continue, could, estimate, expect, intend, may, might, plan, potential, predict, seek, vision, or should, or the negative thereof or other variations thereon or comparable terminology. Forward-looking statements include those we make regarding the following matters estimates of our total addressable market, our business model and strategic plans for our products, technologies and business, including our implementation thereof competitive companies and technologies and our industry our ability to hire and retain our senior management and other highly qualified personnel potential future impact of the COVID-19 pandemic and the end of the COVID-19 pandemic on our business and operations commercial success and market acceptance of our products our ability to accurately forecast customer demand for our products and manage our inventory our ability to commercialize or obtain regulatory approvals for our AquaBeam Robotic System, or the effect of delays in commercializing or obtaining regulatory approvals FDA or other U.S. or foreign regulatory actions affecting us or the healthcare industry generally, including healthcare reform measures in the United States and international markets the timing or likelihood of regulatory filings and approvals our ability to anticipate and effectively respond to disruptions or inefficiencies in our distribution network our ability to establish and maintain intellectual property protection for our intellectual property and avoid claims of infringement the volatility of the trading price of our common stock our expectations regarding the use of proceeds from this offering and our existing cash and cash equivalents estimates of our need for additional financing and our ability to obtain additional financing in the future and our expectations about market trends. The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in the sections of this prospectus titled Prospectus Summary, Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and Business, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Furthermore, the potential impact of the COVID-19 pandemic on our business operations and financial results and on the world economy as a whole may heighten the risks and uncertainties that affect our forward-looking statements described above. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included elsewhere in this prospectus are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements included elsewhere in this prospectus. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with the forward-looking statements included elsewhere in this prospectus, they may not be predictive of results or developments in future periods. Any forward-looking statement that we make in this prospectus speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus. USE OF PROCEEDS We estimate that the net proceeds to us from the sale of shares of our common stock in this offering will be approximately $113.6 million, or approximately $131.3 million if the underwriters exercise their option to purchase additional shares in full, based upon an assumed initial public offering price of $23.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 increase or decrease in the assumed initial public offering price of $23.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the net proceeds to us from this offering by approximately $5.1 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares sold in this offering by us, as set forth on the cover page of this prospectus, would increase or decrease, as applicable, the net proceeds to us from this offering by approximately $21.4 million, assuming an initial public offering price of $23.00 per share remains the same, and after deducting underwriting discounts and estimated offering expenses payable by us. The information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing. The principal purposes of this offering are to obtain additional capital to support our operations, to create a public market for shares of our common stock, to facilitate our future access to the public equity markets and to increase awareness of our company among potential customers. We currently intend to use the net proceeds from this offering, together with our existing cash and cash equivalents, as follows approximately $45.0 million to hire additional sales and marketing personnel approximately $25.0 million to fund product development and research and development activities and the remainder for working capital and other general corporate purposes. We may also use a portion of the net proceeds from this offering to acquire, in-license or invest in products, technologies or businesses that are complementary to our business. However, we currently have no agreements or commitments to complete any such transaction. Based on our operating plan, we currently believe that our existing cash and cash equivalents, anticipated revenue and available debt financing arrangements, together with the net proceeds from this offering, will be sufficient to meet our capital requirements and fund our operations through at least the next 12 months from the date of this prospectus. Our management will have broad discretion over the use of the net proceeds from this offering. The expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions, which could change in the future as or plans and business conditions evolve. We may find it necessary or advisable to use the net proceeds for other purposes, and we will have broad discretion in the application of the net proceeds. Pending the uses described above, we plan to invest the net proceeds from this offering in short-and intermediate-term, interest-bearing obligations, investment-grade instruments or other securities. CAPITALIZATION The following table sets forth our cash and cash equivalents and our capitalization as of June 30, 2021 on an actual basis and on a pro forma basis to give effect to (i) the automatic conversion of 29,849,810 shares of our redeemable convertible preferred stock into an equivalent number of shares of common stock immediately prior to the closing of this offering, (ii) the exercise of 71,705 warrants for shares of redeemable convertible preferred stock, at a cash exercise price of $13.73 per share, and subsequent conversion into an equivalent number of shares of common stock, and the resultant reclassification of our redeemable convertible preferred stock warrant liability to additional paid-in capital, a component of stockholders (deficit) equity, all of which will occur immediately prior to the completion of this offering and (iii) the filing of our amended and restated certificate of incorporation in connection with the closing of this offering and on a pro forma as adjusted basis, to give effect to the pro forma adjustments described above as well as the sale and issuance by us of 5,500,000 shares of our common stock in this offering at the initial public offering price of $23.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, net of amounts recorded in accrued expenses and other current liabilities and other assets at June 30, 2021. The information below is illustrative only and our capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at the pricing of this offering. You should read this information in conjunction with the sections titled Use of Proceeds, Prospectus Summary Summary Consolidated Financial Data and Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and related notes included elsewhere in this prospectus. As of June 30, 2021 ActualPro FormaPro Forma As Adjusted(1) (dollars in thousands, except per share data) Cash and cash equivalents $159,224 $160,209 $273,900 Redeemable convertible preferred stock warrant liability129 Redeemable convertible preferred stock, $0.00001 par value 31,431,541 shares authorized, 29,849,810 shares issued and outstanding, actual no shares authorized, issued or outstanding, pro forma and pro forma as adjusted 328,564 Stockholders (deficit) equity Preferred stock, $0.00001 par value per share no shares authorized, issued or outstanding, actual 10,000,000 shares authorized, no shares issued or outstanding, pro forma and pro forma as adjusted Common stock $0.00001 par value per share 47,240,000 shares authorized, 5,792,022 shares issued and outstanding, actual 47,240,000 shares authorized, 35,713,537 shares issued and outstanding, pro forma, 300,000,000 shares authorized, 41,213,537 shares issued and outstanding, pro forma as adjusted Additional paid-in capital 22,803 352,481 466,126 Accumulated other comprehensive income (loss)(39)(39)(39) Accumulated deficit (229,070)(229,070)(229,070) Total stockholders (deficit) equity (206,306)123,372 237,017 Total capitalization$122,387 $123,372 $237,017 __________________ (1)Each $1.00 increase or decrease in the assumed initial public offering price of $23.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the pro forma as adjusted amount of each of our cash and cash equivalents, additional paid-in capital and total stockholders equity by approximately $5.1 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares offered by us at the assumed initial public offering price would increase or decrease, as applicable, each of our cash and cash equivalents, additional paid-in capital and total stockholders equity by approximately $21.4 million, assuming the shares of our common stock offered by this prospectus are sold at the assumed initial public offering price of $23.00 per share and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual initial public offering price, the number of shares we sell and other terms of this offering that will be determined at pricing. The number of shares of our common stock issued and outstanding, pro forma and pro forma as adjusted in the table above, is based on the 35,713,537 shares of our common stock outstanding as of June 30, 2021, and excludes 6,621,256 shares of our common stock issuable upon the exercise of options outstanding as of June 30, 2021, with a weighted-average exercise price of $4.66 per share 195,782 shares of our common stock issuable upon the exercise of options granted after June 30, 2021, with a weighted-average exercise price of $8.71 per share 1,145,325 shares of our common stock that remain available for issuance under our 2008 Plan as of June 30, 2021 3,303,910 shares of our common stock reserved for future issuance under our 2021 Plan, which will become effective in connection with this offering (and which excludes any potential annual evergreen increases pursuant to the terms of the 2021 Plan) and 412,988 shares of our common stock reserved for future issuance under our ESPP, which will become effective in connection with this offering (and which excludes any potential annual evergreen increases pursuant to the terms of the ESPP). DIVIDEND POLICY We have never declared or paid any cash dividends on our capital stock. We intend to retain future earnings, if any, to finance the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, business prospects and other factors our board of directors deems relevant, and subject to the restrictions contained in any future financing instruments. In addition, our ability to pay cash dividends is currently restricted by the terms of our loan and security agreement with Oxford Finance LLC. Our ability to pay cash dividends on our capital stock in the future may also be limited by the terms of any preferred securities we may issue or agreements governing any additional indebtedness we may incur. DILUTION If you invest in our common stock in this offering, your interest will be diluted to the extent of the difference between the amount per share paid by purchasers of shares of our common stock in this initial public offering and the as adjusted net tangible book value per share of our common stock immediately after this offering. As of June 30, 2021, our historical net tangible book value (deficit) was $(209.1) million, or $(36.10) per share of common stock. Our historical net tangible book value (deficit) represents our total tangible assets less total liabilities and our redeemable convertible preferred stock, which is not included within stockholders equity. As of June 30, 2021, our pro forma net tangible book value was $120.6 million, or $3.38 per share. As adjusted net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of our common stock outstanding as of June 30, 2021 after giving effect to (i) the automatic conversion of 29,849,810 shares of our redeemable convertible preferred stock into an equivalent number of shares of common stock immediately prior to the closing of this offering, (ii) the assumed exercise of 71,705 warrants for shares of redeemable convertible preferred stock at a cash exercise price of $13.73 per share, and subsequent conversion into an equivalent number of shares of common stock and (iii) the filing of our amended and restated certificate of incorporation in connection with the closing of this offering. Pro forma net tangible book value per share represents our pro forma net tangible book value divided by the number of shares of our common stock outstanding as of June 30, 2021, after giving effect to the pro forma adjustments described above. After giving further effect to our sale of 5,500,000 shares of our common stock in this offering at an assumed initial public offering price of $23.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2021 would have been approximately $235.1 million, or $5.71 per share. This represents an immediate increase in pro forma net tangible book value of $2.33 per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of approximately $17.29 per share to new investors purchasing shares of our common stock in this offering. The following table illustrates this dilution on a per share basis to new investors Assumed initial public offering price per share of common stock$23.00 Historical net tangible book value (deficit) per share as of June 30, 2021$(36.10) Increase in net tangible book value per share attributable to the pro forma effects described above39.48 Pro forma net tangible book value (deficit) per share as of June 30, 20213.38 Increase in book value per share attributable to new investors purchasing common stock in this offering$2.33 Pro forma as adjusted net tangible book value per share5.71 Dilution per share to new investors in this offering $17.29 Each $1.00 increase or decrease in the assumed initial offering price of $23.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by $5.1 million, or $0.12 per share, and the dilution per share of common stock to new investors in this offering by $0.88 per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase of 1.0 million shares in the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, would increase our pro forma as adjusted net tangible book value per share by $0.37 and decrease the dilution per share to new investors by $0.37, assuming no change in the assumed initial public offering price and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each decrease of 1.0 million shares in the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, would decrease our pro forma as adjusted net tangible book value per share by $0.39 and increase the dilution per share to new investors by $0.39, assuming no change in the assumed initial public offering price and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The following table summarizes, on an as adjusted basis as of June 30, 2021, after giving effect to the pro forma as adjusted adjustments described above, the difference among existing stockholders and new investors purchasing shares of our common stock in this offering with respect to the number of shares purchased from us, the total consideration paid to us and the average price per share paid by our existing stockholders or to be paid by investors purchasing shares in this offering at the initial public offering price of $23.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Shares PurchasedTotal ConsiderationWeighted-Average Price Per Share NumberPercentAmountPercent Existing stockholders35,713,537 86.7 %$345,884,000 73.2 %$9.68 New investors5,500,000 13.3 %$126,500,000 26.8 %$23.00 Total41,213,537 100.0 %$472,384,000 100.0 % Each $1.00 increase or decrease in the assumed initial public offering price of $23.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, total consideration paid by new investors by $5.5 million and total consideration paid by all stockholders by $5.5 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase or decrease, as applicable, total consideration paid by new investors by $23.0 million and total consideration paid by all stockholders by $23.0 million, assuming the assumed initial public offering price of $23.00 per share remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The table above assumes the underwriters do not exercise their option to purchase additional shares in this offering. If the underwriters fully exercise their option to purchase 825,000 additional shares of our common stock in this offering, the pro forma as adjusted net tangible book value per share would be $6.00 per share and the dilution to new investors in this offering would be $17.00 per share. If the underwriters fully exercise their option, the number of shares held by new investors will increase to 6,325,000 shares of our common stock, or approximately 15.3% of the total number of shares of our common stock outstanding after this offering. The foregoing tables and calculations (other than historical net tangible book value calculations) are based on the 35,713,537 shares of our common stock outstanding as of June 30, 2021, and excludes 6,621,256 shares of our common stock issuable upon the exercise of options outstanding as of June 30, 2021, with a weighted-average exercise price of $4.66 per share 195,782 shares of our common stock issuable upon the exercise of options granted after June 30, 2021, with a weighted-average exercise price of $8.71 per share 1,145,325 shares of our common stock that remain available for issuance under our 2008 Plan as of June 30, 2021 3,303,910 shares of our common stock reserved for future issuance under our 2021 Plan, which will become effective in connection with this offering (and which excludes any potential annual evergreen increases pursuant to the terms of the 2021 Plan) and 412,988 shares of our common stock reserved for future issuance under our ESPP, which will become effective in connection with this offering (and which excludes any potential annual evergreen increases pursuant to the terms of the ESPP). To the extent any options or similar rights are granted and exercised in the future, there may be additional economic dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations together with the section titled Prospectus Summary Summary Consolidated Financial Data, and our consolidated financial statements and related notes included elsewhere in this prospectus. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in the section titled Risk Factors and elsewhere in this prospectus. Please also see the section titled Special Note Regarding Forward-Looking Statements. Overview We are a commercial-stage surgical robotics company focused on advancing patient care by developing transformative solutions in urology. We develop, manufacture and sell the AquaBeam Robotic System, an advanced, image-guided, surgical robotic system for use in minimally invasive urologic surgery, with an initial focus on treating benign prostatic hyperplasia, or BPH. BPH is the most common prostate disease and impacts approximately 40 million men in the United States. The AquaBeam Robotic System employs a single-use disposable handpiece to deliver our proprietary Aquablation therapy, which combines real-time, multi-dimensional imaging, personalized treatment planning, automated robotics and heat-free waterjet ablation for targeted and rapid removal of prostate tissue. We designed our AquaBeam Robotic System to enable consistent and reproducible BPH surgery outcomes. We believe that Aquablation therapy represents a paradigm shift in the surgical treatment of BPH by addressing compromises associated with alternative surgical interventions. We designed Aquablation therapy to deliver effective, safe and durable outcomes for males suffering from LUTS due to BPH that are independent of prostate size and shape or surgeon experience. We have developed a significant and growing body of clinical evidence, which includes nine clinical studies and over 100 peer-reviewed publications, supporting the benefits and clinical advantages of Aquablation therapy. As of June 30, 2021, we had an installed base of 124 AquaBeam Robotic Systems globally and 73 in the United States, and Aquablation therapy has been utilized in the treatment of more than 5,500 patients whose prostates have ranged in size from less than 30 ml to over 300 ml. Our U.S. pivotal trial, the WATER study, is the only FDA pivotal study randomized against transurethral resection of prostate, or TURP, which is the historical standard of care for the surgical treatment of BPH. In this study, Aquablation therapy demonstrated superior safety and non-inferior efficacy compared to TURP across prostate sizes between 30 ml and 80 ml, and superior efficacy in a subset of patients with prostates larger than 50 ml. We have established strong relationships with key opinion leaders, or KOLs, within the urology community and collaborated with key urological societies in global markets. This support has been instrumental in facilitating broader acceptance and adoption of Aquablation therapy. As a result of our strong KOL network and our compelling clinical evidence, Aquablation therapy has been added to clinical guidelines of various professional associations, including the American Urological Association. In the United States, we sell our products to hospitals. We are initially targeting 860 high-volume hospitals that perform, on average, more than 200 resective procedures annually and account for approximately 70% of all hospital-based resective procedures. Over time, we will gradually expand our focus to also include mid- and low-volume hospitals. These customers in turn bill various third-party payors, such as commercial payors and government agencies, for treatment payment of each patient. Effective in 2021, all local Medicare Administrative Contractors, or MACs, which represent 100% of eligible Medicare patients, issued final positive local coverage determinations to provide Medicare beneficiaries with access to Aquablation therapy in all 50 states. We also have favorable coverage decisions from several large commercial payors, including Anthem, BlueCross Massachusetts, Emblem Health, Health Care Service Corp, and Humana. We plan to leverage these recent successes in our active discussions with all commercial payors to establish additional positive national and regional coverage policies. Outside of the United States, we have ongoing efforts in key markets to expand established coverage and improve payment which we believe will expand patient access to Aquablation therapy. We primarily sell our products through our direct sales organization in the United States. As of June 30, 2021, we employed a Vice President of U.S. sales, a sales director and 24 sales professionals, including four sales managers, 10 robotic sales representatives, and 10 Aquablation sales representatives who focus on driving utilization. Our sales personnel are supported by a team of three reimbursement specialists. We also employ ten clinical specialists and professional education employees, who are responsible for training and supporting surgeons, and two field service employees, who support our customers. We intend to expand the size of our direct sales organization in the United States to support our efforts for adoption and utilization of Aquablation therapy. Outside the United States, our commercialization strategy is focused on large addressable markets through a broad range of market development activities, including increasing awareness, obtaining regulatory approvals and establishing reimbursement. We sell our products using both our direct sales organization and, in certain regions, our network of distribution partners. In EMEA, our direct sales organization is currently primarily focused on Germany, France, the United Kingdom, Switzerland and Austria. In other countries, such as Italy and Spain, we engage distribution partners to assist us with market development and sales activities. As of June 30, 2021, we employed nine personnel members to support sales and marketing activities in EMEA. We will opportunistically choose distribution partners with clinical and marketing expertise to enter new markets. In the Asia-Pacific region, we are focused on obtaining local regulatory clearances with the assistance of our distribution partners in this region. We have regulatory approval in Hong Kong, where we are engaged with a distribution partner for market development activities. We manufacture the AquaBeam Robotic System, the handpiece, integrated scope and other accessories at our facility in Redwood City, California. This includes supporting the supply chain distribution and logistics of the various components. Components, sub-assemblies and services required to manufacture our products are purchased from numerous global suppliers. Each AquaBeam Robotic System is shipped to our customers with a third-party manufactured ultrasound system and probe. We utilize a well-known third-party logistics provider located in the United States and the Netherlands to ship our products to our customers globally. We generated revenue of $7.7 million and incurred a net loss of $53.0 million for the year ended December 31, 2020, compared to revenue of $6.2 million and a net loss of $42.0 million for the year ended December 31, 2019. We generated revenue of $15.7 million and incurred a net loss of $27.4 million for the six months ended June 30, 2021, compared to revenue of $2.4 million and a net loss of $25.7 million for the six months ended June 30, 2020. As of June 30, 2021, we had cash and cash equivalents of $159.2 million and an accumulated deficit of $229.1 million. Our primary sources of capital have been from private placements of redeemable convertible preferred securities and debt financing agreements. As of June 30, 2021, we have raised $337.1 million from private placements of redeemable convertible preferred securities from our investors, net of issuance costs. We expect our expenses will increase for the foreseeable future, in particular as we continue to make substantial investments in sales and marketing, operations and research and development. Moreover, we expect to incur additional expenses as a result of operating as a public company, including legal, accounting, insurance, compliance with the rules and regulations of the SEC and those of any stock exchange on which our securities are traded, investor relations, and other administrative and professional services expenses. Based on our operating plan, we currently believe that our existing cash and cash equivalents, anticipated revenue and available debt financing arrangements will be sufficient to meet our capital requirements and fund our operations through at least the next twelve months from the date of this prospectus. If these sources are insufficient to satisfy our liquidity requirements, we may seek to sell additional public or private equity or debt securities or obtain an additional credit facility. The sale of equity and convertible debt securities may result in dilution to our stockholders and, in the case of preferred equity securities or convertible debt, those securities could provide for rights, preferences or privileges senior to those of our common stock. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. Additional financing may not be available at all, or in amounts or on terms unacceptable to us. If we are unable to obtain additional financing, we may be required to delay the development, commercialization and marketing of our products. Factors Affecting Our Performance We believe there are several important factors that have impacted and that we expect will impact our operating performance and results of operations for the foreseeable future. While these factors may present significant opportunities for us, they also pose significant risks and challenges that we must address. See the section titled Risk Factors for more information. These factors include Grow our installed base of AquaBeam Robotic Systems As of June 30, 2021, we had an installed base of 124 AquaBeam Robotic Systems globally and 73 in the United States. In the United States, we are initially focused on driving adoption of Aquablation therapy among urologists that perform hospital-based resective BPH surgery. We are initially targeting 860 high-volume hospitals that we estimate perform, on average, more than 200 resective procedures annually and account for approximately 70% of all hospital-based resective procedures. To penetrate these hospitals, we will continue to increase our direct team of capital sales representatives, who are focused on driving system placement within hospitals by engaging with key surgeons and decision makers to educate them about the compelling value proposition of Aquablation therapy. As we increase our installed base of AquaBeam Robotic systems our revenue will increase as a result of the system sale and resulting utilization. Increase system utilization Our revenue is significantly impacted by the utilization of our AquaBeam robotic system. As of June 30, 2021, Aquablation therapy has been utilized in the treatment of more than 5,500 patients. Once we place a system within a hospital our objective is to establish Aquablation therapy as the surgical treatment of choice for BPH. Within each hospital we are initially focused on targeting urologists who perform medium-to-high volumes of resective procedures and converting their resective cases to Aquablation therapy. To accomplish this, we will continue expanding our team of highly trained Aquablation representatives and clinical specialists who are focused on driving system utilization within the hospital, providing education and training support and ensuring excellent user experiences. As urologists gain experience with Aquablation therapy we will leverage their experiences to capture more surgical volumes and establish Aquablation therapy as the surgical standard of care. Reimbursement and coverage decisions by third-party payors. Healthcare providers in the United States generally rely on third-party payors, principally federal Medicare, state Medicaid and private health insurance plans, to cover all or part of the cost of procedures using our AquaBeam Robotic System. The revenue we are able to generate from sales of our products depends in large part on the availability of sufficient reimbursement from such payors. Effective in 2021, all local MACs, representing 100% of eligible Medicare patients, issued final positive local coverage determinations to provide Medicare beneficiaries with access to Aquablation therapy in all 50 states. We believe that these favorable coverage decisions have been a catalyst for hospital adoption of our AquaBeam Robotic System. Our strong body of clinical evidence and support from key societies, supplemented by the momentum from Medicare coverage, have led to favorable coverage decisions from several large commercial payors, including Anthem, BlueCross Massachusetts, Emblem Health, Health Care Service Corp and Humana. We plan to leverage these recent successes in our active discussions with commercial payors to establish additional positive national and regional coverage policies. We believe that additional commercial payor coverage will contribute to increasing utilization of our system over time. Outside of the United States, we have ongoing efforts in key markets to expand established coverage and further improve patient access to Aquablation therapy. Cost of sales. The results of our operations will depend, in part, on our ability to increase our gross margins by more effectively managing our costs to produce our AquaBeam Robotic System and single-use disposable handpieces, and to scale our manufacturing operations efficiently. We anticipate that as we expand our sales and marketing efforts and drive further sales growth, our purchasing costs on a per unit basis may decrease, and in turn improve our gross margin. As our commercial operations continue to grow, we expect to continue to realize operating leverage through increased scale efficiencies. Investment in research and development to drive continuous improvements and innovation. We are currently developing additional and next generation technologies to support and improve Aquablation therapy to further satisfy the evolving needs of surgeons and their patients as well as to further enhance the usability and scalability of the AquaBeam Robotic System. We also plan to leverage our treatment data and software development capabilities to integrate artificial intelligence and machine-learning to enable computer-assisted anatomy recognition and improved treatment planning and personalization. Our future growth is dependent on these continuous improvements which require significant resources and investment. Impact of the COVID-19 Pandemic The COVID-19 outbreak has negatively impacted and may continue to negatively impact our operations, revenue and overall financial condition. In response to the pandemic, numerous state and local jurisdictions imposed, and others in the future may impose, shelter-in-place orders, quarantines, executive orders, and similar government orders and restrictions for their residents to control the spread of COVID-19. Starting in mid-March 2020, the governor of California, where our headquarters are located, issued shelter-in-place or stay at home orders restricting non-essential activities, travel, and business operations, subject to certain exceptions for necessary activities. Such orders or restrictions have resulted in our headquarters closing, slowdowns and delays, travel restrictions, and cancellation of training and other events, among other effects, thereby negatively impacting our operations. Additionally, in the United States, governmental authorities have recommended, and in certain cases required, that elective, specialty and other procedures and appointments be suspended or canceled to avoid non-essential patient exposure to medical environments and potential infection with COVID-19 and to focus limited resources and personnel capacity toward the treatment of COVID-19. These measures and challenges have decreased the number of BPH procedures generally, and consequently slowed adoption of our AquaBeam therapy and impacted our ability to sell our AquaBeam Robotic System. We believe the number of our systems sold has been impacted as health care organizations globally have prioritized the treatment of patients with COVID-19. Numerous procedures have been and in certain jurisdictions in which we operate are continuing to be cancelled or delayed as a result of local public health measures and hospital policies. We have also experienced disruptions, and may experience future disruptions, including delays in sales personnel becoming fully trained and productive difficulties and delays in physician outreach and training physicians to use our AquaBeam Robotic System restrictions on personnel to travel delays in follow-ups of our clinical studies challenges with maintaining adequate supply from third-party manufacturers of components and finished goods and distribution providers and access to physicians for training and case support. While many restrictions associated with COVID-19 have more recently been relaxed, the longevity and extent of the various COVID-19 pandemic remains uncertain, including due to the emergence and impact of the COVID-19 variants. These measures and challenges may continue for the duration of the pandemic and may negatively impact our revenue growth while the pandemic continues. Components of Our Results of Operations Revenue We generate our revenue primarily from the capital portion of our business, which includes sales and rentals of our AquaBeam Robotic System, and from the recurring revenue associated with sales of our single-use disposable handpieces that are used during each surgery performed with our system. The initial sale of an AquaBeam Robotic System involves a capital purchase by the hospital, which may require approval of senior management at the hospital, or in some cases, inclusion in the hospital s budget process. Other revenue is derived primarily from service and repair and extended warranty contracts with our existing customers. We expect our revenue to increase in absolute dollars for the foreseeable future as we continue to focus on driving adoption of Aquablation therapy, including eventually to mid- and low-volume hospitals, and increased system utilization, though it may fluctuate from quarter to quarter. The following table presents revenue by significant geographical locations for the periods indicated Year Ended December 31,Six Months Ended June 30, 2019202020202021 (unaudited) United States34 %53 %40 %82 % Outside the United States66 %47 %60 %18 % Germany28 %31 %24 % * Italy19 % * * * Austria * * 18 % * Switzerland * * 14 % * * Less than 10% of total net revenues for the period indicated. We expect that both our U.S. and international revenue will increase in the near term as we continue to expand the installed base of AquaBeam Robotic Systems and increase the related patient utilization in the United States. We expect our increase in revenues in absolute dollars to be larger in the United States. Cost of Sales and Gross Margin Cost of sales consists primarily of manufacturing overhead costs, material costs, direct labor and other direct costs such as shipping costs. A significant portion of our cost of sales currently consists of manufacturing overhead costs. These overhead costs include compensation for personnel, including stock-based compensation, facilities, equipment and operations supervision, quality assurance and material procurement. We expect our cost of sales to increase in absolute dollars for the foreseeable future primarily as, and to the extent, our revenue grows, or we make additional investments in our manufacturing capabilities, though it may fluctuate from quarter to quarter. We calculate gross margin percentage as gross profit divided by revenue. Our gross margin has been and will continue to be affected by a variety of factors, primarily, product and geographic mix and the resulting average selling prices, production volumes, manufacturing costs and product yields, and to a lesser extent the implementation of cost reduction strategies. We expect our gross margin to increase over the long term as our production volume increases and as we spread the fixed portion of our manufacturing overhead costs over a larger number of units produced, thereby significantly reducing our per unit manufacturing costs, though it may fluctuate from quarter to quarter. Our gross margins can fluctuate due to geographic mix. To the extent we sell more systems and handpieces in the United States, we expect our margins will increase due to the higher average selling prices as compared to sales outside of the United States. Operating Expenses Research and Development Research and development, or R D, expenses consist primarily of engineering, product development, regulatory affairs, consulting services, materials, depreciation and other costs associated with products and technologies being developed. These expenses include employee and non-employee compensation, including stock-based compensation, supplies, materials, quality assurance expenses, consulting, related travel expenses and facilities expenses. We expect our R D expenses to increase in absolute dollars for the foreseeable future as we continue to develop, enhance and commercialize new products and technologies, though it may fluctuate from quarter to quarter. However, we expect our R D expenses as a percentage of revenue to vary over time depending on the level and timing of initiating new product development efforts. Selling, General and Administrative Selling, general and administrative, or SG A, expenses consist primarily of compensation for personnel, including stock-based compensation, related to selling, marketing, clinical affairs, professional education, finance, information technology, and human resource functions. SG A expenses also include commissions, training, travel expenses, promotional activities, conferences, trade shows, professional services fees, audit fees, legal fees, insurance costs and general corporate expenses including allocated facilities-related expenses. Clinical expenses include clinical trial design, clinical site reimbursement, data management and travel expenses. We expect our SG A expenses to increase in absolute dollars for the foreseeable future as we expand our commercial infrastructure and incur additional fees associated with operating as a public company, including legal, accounting, insurance, compliance with the rules and regulations of the SEC and those of any stock exchange on which our securities are traded, investor relations, and other administrative and professional services expenses, though it may fluctuate from quarter to quarter. However, over time, we expect our SG A expenses to decrease as a percentage of revenue. Interest and Other Income (Expense), Net Interest Expense Interest expense consists primarily of interest expense from our loan payable. Interest and Other Income (Expense), Net Interest and other income (expense), net, consists primarily of interest income from our cash and cash equivalents balances, and fair value adjustments from our redeemable convertible preferred stock warrant liabilities and our loan facility derivative liability. In connection with our sales of redeemable convertible preferred stock, we issued warrants to purchase shares of our Series B, Series D and Series E redeemable convertible preferred stock. We classify these warrants as a liability on our balance sheets that we remeasure to fair value at each reporting date with the corresponding change in fair value being recognized in our statements of operations. Upon the completion of this offering, the redeemable convertible preferred stock warrant liability will be reclassified to additional paid-in capital in stockholders deficit. Additionally, in connection with the loan facility, we are obligated to pay a fee upon the earlier occurrence of a defined liquidity event, including but not limited to, a merger or sale of our assets or voting stock, or our achieving a $200 million trailing twelve months revenue target, in each case, by September 2029. The fee is calculated at the time of the liquidity event occurrence to be $1 million if only the first installment has been drawn, $2 million if the first two installments have been drawn, $2.4 million if the first three installments have been drawn, or $3 million if all four installments have been drawn, in each case, upon the occurrence of the liquidity event. We adjust the carrying values of the loan facility derivative liability for changes in fair value and recognize those changes in interest and other income expense. Results of Operations Comparison of Six Months Ended June 30, 2020 and 2021 The following table shows our results of operations for the six months ended June 30, 2020 and 2021 Six Months Ended June 30,Change 20202021$% (in thousands, except percentages) (unaudited) Revenue$2,389 $15,668 $13,279 556 % Cost of sales4,082 8,558 4,476 110 Gross profit(1,693)7,110 8,803 520 Gross margin(71)%45 % Operating expenses Research and development 7,839 8,998 1,159 15 Selling, general and administrative 14,084 22,648 8,564 61 Total operating expenses21,923 31,646 9,723 44 Loss from operations(23,616)(24,536)(920)(4) Interest expense(2,103)(2,900)(797)(38) Interest and other income (expense), net(13)34 47 362 Net loss$(25,732)$(27,402)(1,670)(6) Revenue Six Months Ended June 30,Change 20202021$% (in thousands, except percentages) (unaudited) System sales and rentals$1,203 $10,574 $9,371 779 % Hand pieces and other consumables1,160 4,767 3,607 311 Service26 327 301 1,158 Total revenue$2,389 $15,668 13,279 556 Revenue increased $13.3 million, or 556%, to $15.7 million during the six months ended June 30, 2021, compared to $2.4 million during the six months ended June 30, 2020. The growth in revenue was primarily attributable to an increase of $11.7 million in unit sales of both our AquaBeam Robotic System and our single-use disposable handpieces in the United States resulting from the expansion of our sales and marketing organizations. In addition, sales of both our AquaBeam Robotic System and our single-use disposable handpieces outside of the United States increased by $1.3 million. Cost of Sales and Gross Margin Cost of sales increased $4.5 million, or 110%, to $8.6 million during the six months ended June 30, 2021, compared to $4.1 million during the six months ended June 30, 2020. The increase in cost of sales was primarily attributable to the growth in the number of units sold. Gross margin increased to 45% during the six months ended June 30, 2021, compared to a negative 71% for the six months ended June 30, 2020. The increase in gross margin was primarily attributable to the growth in unit sales, which allowed us to spread the fixed portion of our manufacturing overhead costs over more production units, and a higher percentage of sales in the United States. Research and Development Expenses R D expenses increased $1.2 million, or 15%, to $9.0 million during the six months ended June 30, 2021, compared to $7.8 million during the six months ended June 30, 2020. The increase in R D expenses was primarily due to employee-related expenses of our R D organization. These expenses support ongoing product improvements and the development of additional and next generation technologies. Selling, General and Administrative Expenses SG A expenses increased $8.5 million, or 61%, to $22.6 million during the six months ended June 30, 2021, compared to $14.1 million during the six months ended June 30, 2020. The increase in SG A expenses was primarily due to employee-related expenses of our sales and marketing, reimbursement and administrative organizations as we expanded our infrastructure to drive and support the anticipated growth in revenue. Interest Expense Interest expense increased $0.8 million to $2.9 million during the six months ended June 30, 2021, compared to $2.1 million during the six months ended June 30, 2020. The increase was due to increased borrowings under our debt financing arrangements. Interest and Other Income (Expense), Net Interest and other income (expense), net, was consistent during the six months ended June 30, 2020 and 2021. Comparison of Years Ended December 31, 2019 and 2020 The following table shows our results of operations for the years ended December 31, 2019 and 2020 Year Ended December 31,Change 20192020$% (in thousands, except percentages) Revenue$6,169 $7,717 $1,548 25 % Cost of sales8,054 8,972 918 11 Gross profit(1,885)(1,255)630 33 Gross margin(31)%(16)% Operating expenses Research and development 13,147 16,275 3,128 24 Selling, general and administrative 28,518 30,272 1,754 6 Total operating expenses41,665 46,547 4,882 12 Loss from operations(43,550)(47,802)(4,252)(10) Interest expense(724)(5,261)(4,537)(627) Interest and other income (expense), net2,299 44 (2,255)(98) Net loss$(41,975)$(53,019)(11,044)(26) Revenue Year Ended December 31,Change 20192020$% (in thousands, except percentages) System sales and rentals$3,532 $4,158 $626 18 % Hand pieces and other consumables2,623 3,421 798 30 Service14 138 124 886 Total revenue$6,169 $7,717 1,548 25 Revenue increased $1.5 million, or 25%, to $7.7 million during the year ended December 31, 2020, compared to $6.2 million during the year ended December 31, 2019. The growth in revenue was primarily attributable to an increase of $2.0 million in unit sales of both our AquaBeam Robotic System and our single-use disposable handpieces in the United States resulting from the expansion of our sales and marketing organizations. This increase was partially offset by a decrease of $0.5 million in sales outside of the United States, resulting primarily from a decrease in system sales. Cost of Sales and Gross Margin Cost of sales increased $0.9 million, or 11%, to $9.0 million during the year ended December 31, 2020, compared to $8.1 million during the year ended December 31, 2019. The increase in cost of sales was primarily attributable to the growth in the number of units sold. Gross margin increased to a negative 16% during the year ended December 31, 2020, compared to a negative 31% for the year ended December 31, 2019. The increase in gross margin was primarily attributable to the growth in unit sales, which allowed us to spread the fixed portion of our manufacturing overhead costs over more production units, and a higher percentage of sales in the United States. Research and Development Expenses R D expenses increased $3.1 million, or 24%, to $16.3 million during the year ended December 31, 2020, compared to $13.1 million during the year ended December 31, 2019. The increase in R D expenses was primarily due to employee-related expenses of our R D organization. These expenses support ongoing product improvements and the development of additional and next generation technologies. Selling, General and Administrative Expenses SG A expenses increased $1.8 million, or 6%, to $30.3 million during the year ended December 31, 2020, compared to $28.5 million during the year ended December 31, 2019. The increase in SG A expenses was primarily due to employee-related expenses of our sales and marketing, reimbursement and administrative organizations as we expanded our infrastructure to drive and support the anticipated growth in revenue. Interest Expense Interest expense increased $4.5 million to $5.3 million during the year ended December 31, 2020, compared to $0.7 million during the year ended December 31, 2019. The increase was due to increased borrowings under our debt financing arrangements. Interest and Other Income (Expense), Net Interest and other income (expense), net, decreased $2.2 million to $0.1 million during the year ended December 31, 2020, compared to $2.3 million during the year ended December 31, 2019. The decrease in other income (expense), net was primarily attributable to a decrease in interest income of $1.0 million primarily due to lower interest rates. In addition, during the year ended December 31, 2019, the fair value of our preferred stock warrant liability decreased by $1.0 million due to the shorter remaining time to expiration. Liquidity and Capital Resources Overview Our primary sources of capital have been from private placements of redeemable convertible preferred securities and debt financing agreements. As of June 30, 2021, we have raised $337.1 million from private placements of redeemable convertible preferred securities from our investors, net of issuance costs. As of June 30, 2021, we had cash and cash equivalents of $159.2 million, an accumulated deficit of $229.1 million, and $50.0 million outstanding on our loan facility. We expect our expenses will increase for the foreseeable future, in particular as we continue to make substantial investments in sales and marketing, operations and research and development. Moreover, we expect to incur additional expenses as a result of operating as a public company, including legal, accounting, insurance, compliance with the rules and regulations of the SEC and those of any stock exchange on which our securities are traded, investor relations, and other administrative and professional services expenses. Our future funding requirements will depend on many factors, including the degree and rate of market acceptance of our products and Aquablation therapy the scope and timing of investment in our sales force and expansion of our commercial organization the impact on our business from the ongoing and global COVID-19 pandemic and the end of the COVID-19 pandemic, or any other pandemic, epidemic or outbreak of an infectious disease the scope, rate of progress and cost of our current or future clinical trials and registries the cost of our research and development activities the cost and timing of additional regulatory clearances or approvals the costs associated with any product recall that may occur the costs associated with the manufacturing of our products at increased production levels the costs of attaining, defending and enforcing our intellectual property rights whether we acquire third-party companies, products or technologies the terms and timing of any other collaborative, licensing and other arrangements that we may establish the emergence of competing technologies or other adverse market developments and the rate at which we expand internationally. Based on our operating plan, we currently believe that our existing cash and cash equivalents, anticipated revenue and available debt financing arrangements will be sufficient to meet our capital requirements and fund our operations through at least the next twelve months from the date of this prospectus. We have based this estimate on assumptions that may prove to be wrong, and we may need to utilize additional available capital resources. If these sources are insufficient to satisfy our liquidity requirements, we may seek to sell additional public or private equity or debt securities or obtain an additional credit facility. The sale of equity and convertible debt securities may result in dilution to our stockholders and, in the case of preferred equity securities or convertible debt, those securities could provide for rights, preferences or privileges senior to those of our common stock. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. Additional financing may not be available at all, or in amounts or on terms unacceptable to us. If we are unable to obtain additional financing, we may be required to delay the development, commercialization and marketing of our products. Indebtedness In September 2019, we entered into a loan facility for up to $75.0 million available in four installments. We borrowed $25.0 million in September 2019 and an additional $25.0 million in March 2020. The third installment is for $10.0 million and was originally available for draw through March 31, 2021 contingent upon our achieving $20.0 million trailing six months revenue in any month before March 31, 2021. The remaining $15.0 million was originally available for draw through June 30, 2021 contingent upon achieving $25.0 million in trailing six months revenue. In January 2021, the third installment was amended to be available for draw through March 31, 2022 contingent upon our achieving $6.4 million trailing six months revenue prior to June 30, 2021, and the fourth installment was amended to be available for draw though June 30, 2022. The facility bears an interest rate of the greater of (i) 9.37% and (ii) 7.17% plus 30-day LIBOR. The facility includes customary negative covenants that, among other things, restrict our ability to incur indebtedness or enter into certain change of control transactions. It also contains customary events of default that would result in the termination of the commitments under the facility and permit the lender to accelerate payment on outstanding borrowings. As of June 30, 2021, we were in compliance with all covenants under the facility. The initial term of the facility is 60 months with interest-only payments, with the repayment of principal being amortized over a period of 36 months, if we fail to achieve the revenue target for the third installment, 24 months if we achieve the revenue target for the third installment but have not raised at least $50.0 million in an initial public offering, or 12 months if we achieve the revenue target for the third installment and raise at least $50.0 million in an initial public offering. We pledged substantially all of our assets as collateral for the loan. Commencing with the quarter ended June 30, 2021, we are required to achieve revenue for the previous six months ended equal to 70% of the forecast for the commensurate quarterly period. Additionally, in connection with the loan facility, we are obligated to pay a fee upon the earlier occurrence of a defined liquidity event, including but not limited to, a merger or sale of our assets or voting stock, or our achieving a $200.0 million trailing twelve months revenue target, in each case, by September 2029. The fee is calculated at the time of the liquidity event occurrence to be $1.0 million if only the first installment has been drawn, $2.0 million if the first two installments have been drawn, $2.4 million if the first three installments have been drawn, or $3.0 million if all four installments have been drawn, in each case, upon the occurrence of the liquidity event. As of June 30, 2021, we had $50.0 million outstanding under the loan facility. Cash Flows The following table summarizes our cash flows for the years ended December 31, 2019 and 2020 and the six months ended June 30, 2020 and 2021 Year Ended December 31, Six Months Ended June 30, 2019202020202021 (in thousands) (unaudited) Net cash (used in) provided by Operating activities$(43,818)$(48,343)$(23,950)$(28,107) Investing activities43,153 (233)(204)(149) Financing activities26,527 106,771 27,296 87,350 Net increase in cash, cash equivalents and restricted cash$25,862 $58,195 $3,142 $59,094 Net Cash Used in Operating Activities During the six months ended June 30, 2021, net cash used in operating activities was $28.1 million, consisting primarily of a net loss of $27.4 million and an increase in net operating assets of $4.2 million, partially offset by non-cash charges of $3.5 million. The cash used in operations was primarily due to the increase in net loss primarily due to the increase in operating expenses to support our commercialization and development activities and interest expense payable on our outstanding loan. The expansion of our commercialization and development activities resulted in an increase in accounts receivable, inventory and prepaid expenses, partially offset by an increase in accounts payable. Non-cash charges consisted primarily of depreciation and stock-based compensation. During the six months ended June 30, 2020, net cash used in operating activities was $24.0 million, consisting primarily of a net loss of $25.7 million and an increase in net operating assets of $0.6 million, partially offset by non-cash charges of $2.3 million. The cash used in operations was primarily due to the increase in net loss primarily due to the increase in operating expenses to support our commercialization and development activities and interest expense to service the loan payable all of which support the commercialization and development. The increase in net operating assets was primarily due to a decrease in accounts payable, and an increase in inventory, prepaid expenses and accounts receivable, partially offset by an increase in accrued interests and compensation. Non-cash charges consisted primarily of depreciation and stock-based compensation. During the year ended December 31, 2020, net cash used in operating activities was $48.3 million, consisting primarily of a net loss of $53.0 million and an increase in net operating assets of $0.5 million, partially offset by non-cash charges of $5.2 million. The cash used in operations was primarily due to the increase in net loss primarily due to the increase in operating expenses and interest expense to service the loan payable all of which support the commercialization and development. The expansion of our commercialization and development activities resulted in an increase in inventory, partially offset by an increase in accrued compensation and interest. Non-cash charges consisted primarily of depreciation and stock-based compensation. During the year ended December 31, 2019, net cash used in operating activities was $43.8 million, consisting primarily of a net loss of $42.0 million and an increase in net operating assets of $3.5 million, partially offset by non-cash charges of $1.7 million. The increase in net operating assets was primarily due to an increase in inventory to support our commercial launch. Non-cash charges consisted primarily of stock-based compensation and depreciation, partially offset by a decrease in the fair value of our redeemable convertible preferred stock warrants. Net Cash (Used in) Provided by Investing Activities During the six months ended June 30, 2021, net cash used in investing activities was $0.1 million, consisting of purchases of property and equipment. During the six months ended June 30, 2020, net cash used in investing activities was $0.2 million, consisting of purchases of property and equipment. During the year ended December 31, 2020, net cash used in investing activities was $0.2 million, consisting of purchases of property and equipment. During the year ended December 31, 2019, net cash provided by investing activities was $43.2 million, consisting primarily of sales and maturities of short-term investments of $50.8 million, partially offset by purchases of property and equipment of $7.6 million, primarily related to non-recurring leasehold improvements associated with our corporate headquarters. Net Cash Provided by Financing Activities During the six months ended June 30, 2021, net cash provided by financing activities was $87.4 million, consisting primarily of net proceeds from the issuance of shares of our Series G redeemable convertible preferred stock of $84.7 million. During the six months ended June 30, 2020, net cash provided by financing activities was $27.3 million, consisting primarily of net proceeds from the issuance of notes payable of $24.7 million. During the year ended December 31, 2020, net cash provided by financing activities was $106.8 million, consisting primarily of net proceeds from the issuance of shares of our Series F redeemable convertible preferred stock of $76.5 million and notes payable of $24.7 million. During the year ended December 31, 2019, net cash provided by financing activities was $26.5 million, consisting primarily of net proceeds from the issuance of notes payable. Contractual Commitments and Contingencies The following is a schedule summarizing our obligations to make future payments under contractual obligations as of December 31, 2020 Payments Due by Period Total1 Year2 Years3 Years4 YearsMore than 5 Years (in thousands) Note Payable(1) $50,000 $ $6,250 $25,000 $18,750 $ Interest on Note Payable(1) 12,865 4,750 4,651 2,868 596 Operating lease(2) 6,911 2,374 2,445 2,092 Total$69,776 $7,124 $13,346 $29,960 $19,346 $ __________________ (1)For more information, see Note 5 to our consolidated financial statements included elsewhere in this prospectus. (2)For more information, see Note 9 to our consolidated financial statements included elsewhere in this prospectus. Our purchase commitments and obligations include all open purchase orders and contractual obligations in the ordinary course of business, including commitments with contract manufacturers and suppliers, for which we have not received the goods or services. A majority of these purchase obligations are due within a year. Although open purchase orders are considered enforceable and legally binding, the terms generally allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to the delivery of goods or performance of services, and hence, have not been included in the table above. Off-Balance Sheet Arrangements We did not have during the periods presented, and we do not currently have any off-balance sheet arrangements, such as structured finance, special purpose entities or variable interest entities. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk Cash and cash equivalents of $159.2 million as of June 30, 2021, consisted of securities carried at quoted market prices with an original maturity of three months or less and therefore there is minimal risk associated with fluctuating interest rates. We do not currently use or plan to use financial derivatives in our investment portfolio. In addition, as described above under the subsection titled Indebtedness, amounts outstanding under our loan facility bear interest at a floating rate equal to 7.17% plus the greater of 2.2% or 30-day LIBOR. As a result, we are exposed to risks from changes in interest rates. We do not believe that a hypothetical 100 basis point increase or decrease in interest rates or 30-day LIBOR would have had a material impact on our financial statements included elsewhere in this prospectus at both periods. Credit Risk We maintain our cash and cash equivalents with two financial institutions in the United States, and our current deposits are likely in excess of insured limits. We have reviewed the financial statements of these institutions and believe it has sufficient assets and liquidity to conduct its operations in the ordinary course of business with little or no credit risk to us. Our accounts receivable primarily relate to revenue from the sale or rental of our products. One customer accounted for 11% of accounts receivable at June 30, 2021. We believe that credit risk in our accounts receivable is mitigated by our credit evaluation process, relatively short collection terms and diversity of our customer base. Foreign Currency Risk A portion of our net sales and expenses are denominated in foreign currencies, most notably the Euro. Future fluctuations in the value of the U.S. Dollar may affect the price competitiveness of our products outside the United States. For direct sales outside the United States, we sell in both U.S. Dollars and local currencies, which could expose us to additional foreign currency risks, including changes in currency exchange rates. Our operating expenses in countries outside the United States, are payable in foreign currencies and therefore expose us to currency risk. We do not believe that a hypothetical 10% increase or decrease in the relative value of the U.S. dollar to other currencies would have had a material impact on our financial statements included elsewhere in this prospectus. We do not currently maintain a program to hedge exposures to non-U.S. dollar currencies. Effects of Inflation Inflation generally affects us by increasing our cost of labor and research and development contract costs. We do not believe that inflation had a material effect on our financial statements included elsewhere in this prospectus. Related Parties For a description of our related party transactions, see the section titled Certain Relationships and Related Party Transactions. Internal Control Over Financial Reporting In connection with the preparation of our consolidated financial statements, a material weakness in our internal control over financial reporting was identified as of December 31, 2020. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness is the result of our failure to design and maintain effective controls over certain information technology, or IT, general controls for information systems that are relevant to the preparation of our financial statements. Specifically, we did not design and maintain program change management controls to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately, and user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs and data to appropriate company personnel. These IT general control deficiencies did not result in a material misstatement to the financial statements however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, our management determined these deficiencies in the aggregate constitute a material weakness. We are in the process of designing and implementing measures to remediate the material weakness in our internal control over financial reporting, which includes designing and implementing controls over the review and update of user access rights and privileges, including segregation of duties, and controls over program changes to our information systems that contain data used for financial reporting. While we are designing and implementing measures to remediate the material weakness, we cannot predict the success of such measures or the outcome of our assessment of these measures at this time. We can give no assurance that these measures will remediate the material weakness in our internal control over financial reporting or that additional material weaknesses in our internal control over financial reporting will not be identified in the future. The material weakness will not be considered remediated until management completes the design and implementation of the measures described above and the controls operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our failure to design and maintain effective internal control over financial reporting could result in errors in our financial statements that may lead to a restatement of our financial statements or cause us to fail to meet our reporting obligations. Critical Accounting Policies and Estimates Management s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. While our significant accounting policies are more fully described in Note 2 of our consolidated financial statements included elsewhere in this prospectus, we believe the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective and complex judgments. Revenue Recognition Revenue is derived primarily from the sales of the AquaBeam Robotic Systems, and handpieces that are for one-time use during each surgery using the AquaBeam Robotic System. The AquaBeam Robotic System contains both software and non-software components that are delivered together as a single product and generally contain a one-year warranty. To determine revenue recognition for arrangements that we determine are within the scope of Accounting Standards Codification, or ASC, Topic 606, Revenue from Contracts with Customers, or ASC 606, we perform the following five steps (i) identify the contract with a customer (ii) identify the performance obligations in the contract (iii) determine the transaction price (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when, or as, we satisfy the performance obligations. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct based on the contract. The contracts are typically in the form of a contract and a purchase order from the customer. Our AquaBeam Robotic System sales generally contain multiple products and services and can include a combination of the following performance obligations robotic system, handpieces and consumables, and service. The Company determines the transaction price it expects to be entitled to in exchange for transferring the promised product to the customer, which is based on the invoiced price for the products. All prices are at fixed amounts per the sales agreement with the customer and there are generally no discounts, rebates or other price concessions or a right of return, once the agreement is signed. For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which we separately sell the products or services. If a standalone selling price is not directly observable, then we estimate the standalone selling price considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services, geographies, and type of customer. We regularly review standalone selling prices and updates these estimates as necessary. We recognize revenue as the performance obligations are satisfied by transferring control of the product or service to a customer. We generally recognize revenue for the performance obligations at the following points in time AquaBeam Robotic Systems - For systems (including system components and system accessories) sold directly to end customers, revenue is recognized when we transfer control to the customer, which is generally at the time of delivery. Systems rented for a fixed monthly fee during an evaluation period, typically three to 12 months, are recognized as revenue straight-line during the lease term, in accordance with ASC 842, and are not material. For systems sold following an evaluation period, revenue is recognized generally once sales terms are mutually agreed (as the system is already installed at the customer site). For systems sold through distributors, revenue is recognized generally at the time of delivery. Our system arrangements generally do not provide a right of return. The systems are generally covered by a one-year warranty. Hand pieces and other consumables - Revenue from sales of handpieces and other consumables is recognized when control is transferred to the customers, which generally occurs at the time of shipment but also occurs at the time of delivery. Service - Service revenue, inclusive of the amounts associated with the AquaBeam Robotic system warranties, is recognized over the term of the service period, as the customer benefits from the services throughout the service period. We determined that certain promises in the multiple-element arrangements, such as installation, training and certain ancillary products, are immaterial, and or do not represent separate performance obligations for which transaction price is allocated. Revenue is recognized when the item is delivered, which is when control is transferred to the customer. Systems rented for a fixed monthly fee during an evaluation period, typically three to 12 months, are recognized as revenue straight line during the lease term, in accordance with ASC 842, and are not material. For systems sold following an evaluation or lease period, revenue is recognized once the sales terms are mutually agreed (as the system is already installed at the customer site). The timing of revenue recognition may differ from the timing of invoicing to customers. We record deferred revenue when revenue is recognized subsequent to invoicing, such as service contracts, which are recognized ratably as revenue over the performance period, which is not material. Our typical payment terms are between approximately 30 to 90 days. We expense shipping and handling costs as incurred and include them in the cost of sales. In those cases where shipping and handling costs are billed to customers, we classify the amounts billed as a component of revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue. We expense any incremental costs of obtaining a contract, including but not limited to, sales commissions, as and when incurred as the expected amortization period of the incremental costs would have been less than one year and are reported in selling, general and administrative expense in the statements of operations and comprehensive loss. We must make significant assumptions regarding the future collectability of amounts receivable from customers to determine whether revenue recognition criteria have been met. If collectability is not assured at the time of shipment, we defer revenue until such criteria have been met. Our standard terms and conditions of sale do not allow for product returns, and we generally do not allow product returns, except in the case of damaged goods, and we have not experienced any significant returns of our products. Stock-Based Compensation We maintain a payment equity incentive plan to provide long-term incentives for employees, consultants and members of the board of directors. The plan allows for the issuance of non-statutory and incentive stock options to employees and non-statutory stock options to consultants and non-employee directors. We are required to determine the fair value of equity incentive awards and recognize compensation expense for all equity incentive awards granted, including employee stock options. Stock-based compensation expense is recognized over the requisite service period in the statements of operations and comprehensive loss. We use the straight-line method for expense attribution. We amortize all stock-based compensation over the requisite service period of the awards, which is generally the same as the vesting period of the awards. We amortize the grant date fair value on a straight-line basis over the expected service periods. For performance-based grants, we estimate when and if they will be earned. If we consider such award to be probable, we recognize expense over the estimated service period, which would be the estimated period of performance. If we do not consider such awards probable of achievement, we recognize no amount of stock-based compensation. Additionally, we have elected to account for forfeitures as they occur. The valuation model used for calculating the fair value of awards for stock-based compensation expense is the Black-Scholes option pricing model. The Black-Scholes option pricing model requires us to make assumptions and judgments about the variables used in the calculation, including the following Fair Value of Common Stock. As discussed in the subsection titled Common Stock Valuations below, the fair value of the shares of our common stock underlying the stock options has historically been determined by our board of directors. Because there has been no public market for our common stock, our board of directors has determined the fair value of our common stock at the time of grant of the option by considering a number of objective and subjective factors. Expected Term. The expected term of stock options represents the weighted-average period that the stock options are expected to remain outstanding. We estimated the expected term based on the simplified method, which is the average of the weighted-average vesting period and contractual term of the option. Expected Volatility. Since there has been no public market for our common stock and lack of company specific historical volatility, we have determined the share price volatility for options granted based on an analysis of the volatility of a peer group of publicly traded companies. In evaluating similarity, we consider factors such as industry, stage of life cycle and size. Risk-Free Interest Rate. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of the grant for zero-coupon U.S. Treasury notes with remaining terms similar to the expected term of the options. Expected Dividend Rate. We assumed the expected dividend rate to be zero as we have never paid dividends and have no current plans to do so. See Note 8 to our consolidated financial statements included elsewhere in this prospectus for information concerning certain of the specific assumption we used in applying the Black-Scholes option pricing model to determine the fair value of our stock options granted in the years ended December 31, 2019 and 2020, and the six months ended June 30, 2020 and 2021. If factors change and we employ different assumptions, stock-based compensation expense may differ significantly from what we have recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. We recorded stock-based compensation expense of $2.0 million and $2.2 million during the years ended December 31, 2019 and 2020, respectively, and $1.0 million and $1.4 million during the six months ended June 30, 2020 and 2021, respectively. As of June 30, 2021, there was $8.9 million, of unrecognized stock-based compensation expense related to unvested common stock options which we expect to recognize over a weighted-average period of 3.0 years. We expect to continue to grant stock options and other equity-based awards in the future, and to the extent that we do, our stock-based compensation expense recognized in future periods is expected to increase. Based upon an assumed initial public offering price of $23.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, the aggregate intrinsic value of options outstanding as of June 30, 2021 was $121.4 million, of which $50.0 million related to vested options and $71.4 million related to unvested options. Common Stock Valuations Our intent has been to grant all options with an exercise price not less than the fair value of our common stock underlying those options on the date of grant. We have determined the estimated fair value of our common stock at each valuation date in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the Practice Aid. Our board of directors, with the assistance of management, developed these valuations using significant judgment and taking into account numerous factors, including valuations of our common stock with the assistance of independent third-party valuation specialists our stage of development and business strategy, including the status of research and development efforts, of our products and product candidates, and the material risks related to our business and industry our results of operations and financial position, including our levels of available capital resources the valuation of publicly traded companies in the life sciences and medical device sectors, as well as recently completed mergers and acquisitions of peer companies the prices of our redeemable convertible preferred stock sold to investors in arm s length transactions and the rights, preferences, and privileges of our redeemable convertible preferred stock relative to those of our common stock the likelihood of achieving a liquidity event for the holders of our common stock, such as an initial public offering or a sale of our company given prevailing market conditions the inability of our stockholders to freely trade our common stock in the public markets, resulting in a discount to reflect the lack of marketability of our common stock based on the weighted-average expected time to liquidity trends and developments in our industry and external market conditions affecting the life sciences and medical device industry sectors. Our board of directors determined the fair value of our common stock by first determining the aggregate equity value of our business using the market approach, income approach or from the value implied by the latest round of equity financing, and then allocating the value among the various classes of our equity securities to derive a per share value of our common stock. The Practice Aid identifies various available methods for allocating enterprise value across classes and series of capital stock to determine the estimated fair value of common stock at each valuation date. In accordance with the Practice Aid, we considered the option pricing method, or OPM, under which shares are valued by creating a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class. The estimated fair values of the preferred and common stock are inferred by analyzing these options. For all option grants our board allocated the equity value based on the OPM, which was determined to be the most appropriate method based on our stage of development and other relevant factors. OPM treats the rights of the holders of preferred and common stock as equivalent to call options on any value of the enterprise above certain break points of value based upon the liquidation preferences of the holders of preferred stock, as well as their rights to participation and conversion. Thus, the estimated value of the common stock can be determined by estimating the value of its portion of each of these call option rights. When valuing options granted around the time of an equity financing that is considered arms-length, OPM derives our equity value from the price of our securities issued in the equity financing. Following the closing of this offering, the fair value of our common stock will be determined based on the closing price of our common stock on The Nasdaq Global Market. Redeemable Convertible Preferred Stock Warrant Liability We have issued freestanding warrants to purchase shares of convertible preferred stock to investors in connection with sales of certain of our redeemable convertible preferred stock. We classify these warrants as a derivative liability because they contain liquidation features that are not solely within our control. We record the fair value of the warrant on the balance sheet at the inception of such classification and adjust to fair value at each financial reporting date. The changes in the fair value of the warrants are recorded in the statement of operations as a component of interest and other income or expense as appropriate. We will continue to adjust the carrying value of the redeemable convertible preferred stock warrant liability for changes in the fair value of the warrants until the earlier of the exercise of the warrants, at which time the liability will be reclassified to temporary equity or the expiration of the warrant, at which time the entire amount would be reversed and reflected in the consolidated statements of operations and comprehensive loss. Our assumptions with regard to the warrant valuation are based on estimates of the valuation of the underlying preferred stock, volatility, interest rate and such estimates could vary significantly. Loan Facility Derivative Liability We have determined that our obligation to pay success fees to a lender upon a successful liquidation event or achieving a revenue target represents freestanding financial instruments. The instrument is classified as a long-term liability in the consolidated balance sheets and is subject to remeasurement at each consolidated balance sheet date. Any change in fair value is recognized through other income (expense) in the consolidated statements of operations and comprehensive loss. We adjust the carrying values of the loan facility derivative liability for changes in fair value and will continue to do so until the earlier of cash payment or expiration. The assumptions used in determining the fair value of the obligation require significant judgment. JOBS Act Accounting Election and Smaller Reporting Company Status We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We are also a smaller reporting company as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter. Recent Accounting Pronouncements See Note 2 to our consolidated financial statements included elsewhere in this prospectus for additional information. BUSINESS Overview We are a commercial-stage surgical robotics company focused on advancing patient care by developing transformative solutions in urology. We develop, manufacture and sell the AquaBeam Robotic System, an advanced, image-guided, surgical robotic system for use in minimally-invasive urologic surgery, with an initial focus on treating benign prostatic hyperplasia, or BPH. BPH is the most common prostate disease and impacts approximately 40 million men in the United States. Our proprietary AquaBeam Robotic System employs a single-use disposable handpiece to deliver our Aquablation therapy, which combines real-time, multidimensional imaging, personalized treatment planning, automated robotics and heat-free waterjet ablation for targeted and rapid removal of prostate tissue. We believe that Aquablation therapy represents a paradigm shift in the surgical treatment of BPH by addressing compromises associated with alternative surgical interventions. We designed Aquablation therapy to deliver effective, safe and durable outcomes for males suffering from lower urinary tract symptoms, or LUTS, due to BPH that are independent of prostate size and shape or surgeon experience. We have developed a significant and growing body of clinical evidence, which includes nine clinical studies and over 100 peer-reviewed publications, supporting the benefits and clinical advantages of Aquablation therapy. As of June 30, 2021, we had an installed base of 124 AquaBeam Robotic Systems, and Aquablation therapy has been utilized in the treatment of more than 5,500 patients whose prostates have ranged in size from less than 30 ml to over 300 ml. BPH refers to the non-malignant enlargement of the prostate gland, a small gland in the male reproductive system. The main role of the prostate is to produce the fluid that protects and gives nutrients to sperm. The prostate sits underneath the bladder and surrounds the top part of the urethra, which carries urine from the bladder. As the prostate enlarges, the gland presses against the urethra, which may obstruct or restrict the flow of urine from the bladder and result in uncomfortable LUTS, such as urgency, frequency, urinary retention, straining to urinate and a weak urinary stream. Without treatment, prolonged obstruction may eventually lead to acute urinary retention, urinary tract infections or renal insufficiency. In the United States it is estimated that approximately 40 million men are impacted by symptoms of BPH, with aging demographics expected to drive future growth. Over the next ten years, it is expected that the number of men over 65 years old in the United States will double and include a corresponding increase in the number of men with enlarged prostates. Of these men, approximately 12 million are being managed by a physician for symptoms related to their disease. Our total addressable patient population in the United States includes approximately 8.2 million patients, comprising 6.7 million receiving drug therapy, 1.1 million who have tried but failed drug therapy and 400,000 undergoing surgical intervention each year. Based on the average selling price of our single-use handpiece, we estimate that our total addressable market opportunity is in excess of $20 billion in the United States. The global incidence of BPH among men over 50 years old is similar to that of the United States, representing a significant incremental market opportunity outside of the United States. The main goal of BPH treatment is to alleviate the symptoms associated with the disease and improve the patient s quality of life. While drug therapy is typically a first line treatment option, limited efficacy and negative side effects contribute to low compliance and high failure rates and drop outs. On the other hand, surgical intervention is proven to provide effective and durable symptom relief compared to drug therapy, but the use of surgery is significantly underpenetrated, largely due to the compromise patients must make between the incidence of irreversible side effects associated with alternative resective surgical interventions, where obstructive tissue is removed at the time of intervention, or the lower rates of efficacy and durability associated with non-resective surgical interventions, where obstructive tissue is not removed, but rather the prostatic urethra is re-shaped. In addition, most alternative surgical interventions are limited by prostate size and shape, with no single procedure capable of effectively addressing the full range of prostate anatomies regardless of surgeon experience level. We were founded by Dr. Nikolai Aljuri, Ph.D. and Dr. Rodney Perkins and began developing our proprietary AquaBeam Robotic System in 2009 to address many of the shortcomings of alternative surgical interventions by delivering our Aquablation therapy, the first and only image-guided robotic therapy for the treatment of BPH. The AquaBeam Robotic System combines real-time image guidance, personalized treatment planning, automated robotic execution and heat-free waterjet ablation. We believe our Aquablation therapy addresses the compromise between safety and efficacy of alternative surgical interventions, providing the following unique combination of benefits Significant and durable symptom relief. Given obstructive prostate tissue is removed during the procedure, Aquablation therapy has demonstrated significant and long-lasting levels of symptom relief similar to those of alternative resective procedures. In our U.S. pivotal trial, Waterjet Ablation Therapy for Endoscopic Resection of prostate tissue, or the WATER study, Aquablation therapy demonstrated superior safety and non-inferior efficacy compared to transurethral resection of the prostate, or TURP, the historical standard of care for the surgical treatment of BPH. In the WATER and WATER II studies, surgical retreatment rates at three years were only 4.3% and 3.0%, respectively. In the OPEN WATER study, there were no surgical retreatments at one year. The three-year retreatment rates in the WATER and WATER II studies compare favorably to surgical retreatment rates observed for alternative treatments for BPH. One study published in the BJU International Journal reported on 52,748 men undergoing TURP or PVP with an approximated three-year freedom from surgical retreatment of 92% and 89%, respectively. A second study published in the Journal of Urology reported on 43,041 men undergoing TURP, PVP, enucleation, or open simple prostatectomy with an approximated three-year freedom from surgical retreatment of 93%, 89%, 94%, and 96%, respectively. Favorable safety profile. Aquablation therapy has demonstrated low rates of irreversible complications, including urinary incontinence, erectile dysfunction and ejaculatory dysfunction, compared to published rates observed for other resective surgeries. In our WATER study, patients who underwent Aquablation therapy maintained a higher level of sexual function compared to those who underwent TURP. Outcomes independent of prostate size and shape and surgeon experience. We designed Aquablation therapy to deliver outcomes that are effective, safe and durable for males suffering from LUTS due to BPH across all prostate sizes and shapes. Our WATER, WATER II and OPEN WATER studies enrolled men with prostate sizes between 20 ml and 150 ml however, in the commercial setting, we have successfully treated men with prostate sizes over 300 ml. Additionally, in the WATER and WATER II studies, 50% and 83% of men, respectively, had an obstructive median lobe, and the average prostate size in each study was 54 ml and 107 ml, respectively. Compared to other resective procedures, we believe Aquablation therapy is relatively simple to learn, enabled by the intuitive user interface of the conformal planning unit, or CPU, and automated robotic resection, and delivers outcomes that are independent of surgeon experience. Personalized treatment planning and improved decision-making. Aquablation therapy combines cystoscopic visualization, which uses a camera attached to a hollow tube, along with ultrasound imaging and advanced planning software to provide the surgeon with a multidimensional view of the treatment area and enable personalized treatment planning for the patient s unique anatomy, improved decision-making and real-time monitoring during the procedure. Targeted and controlled resection with consistent resection times. Aquablation therapy utilizes automated robotic resection to remove prostate tissue using a precise, heat-free waterjet. These features enable targeted and controlled tissue removal with rapid resection times that are highly consistent across prostate sizes and shapes and surgeon experience. We have developed a significant and growing body of clinical data that demonstrate the efficacy, safety and durability of Aquablation therapy, independent of prostate size and shape and surgeon experience. Our robust body of clinical evidence includes nine clinical studies and more than 100 peer-reviewed publications. Our WATER study is the only FDA pivotal study randomized against TURP. In this study, Aquablation therapy demonstrated superior safety and non-inferior efficacy compared to TURP across prostate sizes between 30 ml and 80 ml, and superior efficacy in a subset of patients with prostates larger than 50 ml. We have established strong relationships with KOLs within the urology community and collaborated with key urological societies in global markets. This support has been instrumental in facilitating broader acceptance and adoption of Aquablation therapy. As a result of our strong KOL network and our compelling clinical evidence, Aquablation therapy has been added to clinical guidelines of various professional associations, including the American Urological Association, or AUA. In the United States, we sell our products to hospitals. These customers in turn bill various third-party payors, such as commercial payors and government agencies, for treatment payment of each patient. Effective in 2021, all local Medicare Administrative Contractors, or MACs, which represent 100% of eligible Medicare patients, issued final positive local coverage determinations to provide Medicare beneficiaries with access to Aquablation therapy in all 50 states. Our strong body of clinical evidence and support from key societies, supplemented by the momentum from Medicare coverage, have led to favorable coverage decisions from several large commercial payors, including Anthem, BlueCross Massachusetts, Emblem Health, Health Care Service Corp, and Humana. We plan to leverage these recent successes in our active discussions with commercial payors to establish additional positive national and regional coverage policies. Outside of the United States, we have ongoing efforts in key markets to expand established coverage and improve payment which we will believe will expand patient access to Aquablation therapy. We primarily sell our products through our direct sales organization in the United States, which targets urologists across the United States, who we believe represent the primary physician specialty managing the care of and receiving referrals for patients with BPH. We are initially targeting 860 high-volume hospitals that perform, on average, more than 200 resective procedures annually and account for approximately 70% of all hospital-based resective procedures. We estimate that approximately 50% of BPH patients who are on drug therapy as well as 50% who have failed drug therapy are under the care of a urologist, equating to approximately 3.9 million men. We believe we can reach these patients by continuing to educate our network of urologists of the clinical benefits of Aquablation therapy, provide comprehensive training programs and deepen our relationships with key urologists and various medical societies. As of June 30, 2021, we employed a Vice President of U.S. sales, a sales director and 24 sales professionals, including four sales managers, 10 robotic sales representatives and 10 Aquablation sales representatives, who focus on driving utilization. We intend to expand the size of our direct sales organization in the United States to support our efforts for adoption and utilization of Aquablation therapy. Outside the United States, we sell our products using both our direct sales organization and, in certain regions, our network of distribution partners. We generated revenue of $7.7 million and incurred a net loss of $53.0 million for the year ended December 31, 2020, compared to revenue of $6.2 million and a net loss of $42.0 million for the year ended December 31, 2019. We generated revenue of $15.7 million and incurred a net loss of $27.4 million for the six months ended June 30, 2021, compared to revenue of $2.4 million and a net loss of $25.7 million for the six months ended June 30, 2020. As of June 30, 2021, we had an accumulated deficit of $229.1 million. Our Success Factors We believe the continued growth of our company will be driven by the following success factors First and only image-guided, heat-free robotic therapy for BPH that addresses the compromise between safety and efficacy of alternative surgical interventions. We have developed the AquaBeam Robotic System, an advanced, image-guided, surgical robotic system for use in minimally invasive BPH surgery. The AquaBeam Robotic System delivers our Aquablation therapy, the first and only image-guided, heat-free robotic therapy for the treatment of BPH. Aquablation therapy combines real-time, multidimensional imaging, personalized treatment planning, automated robotics and heat-free waterjet ablation for targeted and rapid removal of prostate tissue. We believe that alternative surgical interventions for BPH have a number of shortcomings which require patients to compromise between safety and efficacy, either providing significant symptom relief but with a heightened risk of irreversible complications or a lower risk of complications but with significantly less symptom relief. We believe Aquablation therapy represents a paradigm shift in the surgical treatment of BPH by addressing this compromise. Large, growing and underpenetrated market opportunity. BPH is the number one reason men visit a urologist and we estimate that approximately 40 million men in the United States alone are impacted by symptoms of BPH, with aging demographics expected to drive future growth. Of these men, approximately 12 million are being managed by a physician for symptoms related to their disease. While drug therapy is typically a first-line treatment option, limited efficacy and negative side effects, including neurologic, ophthalmic and sexual complications, contribute to low compliance and high failure rates, often as high as 30%. On the other hand, surgical intervention is proven to provide effective and durable symptom relief compared to drug therapy, but the use of surgery is significantly underpenetrated, largely due to the compromise and limitations associated with alternative surgical interventions. Our total addressable patient population in the United States includes approximately 8.2 million patients, comprised of 6.7 million who are receiving drug therapy, 1.1 million who have tried but failed drug therapy and 400,000 who are undergoing surgical intervention each year. Based on the average selling price of our single-use handpiece, we estimate that our total U.S. addressable market opportunity is in excess of $20 billion. The global incidence of BPH among men over 50 years old is similar to that of the United States, representing a significant incremental market opportunity outside of the United States. Significant and growing body of clinical evidence and strong support from key opinion leaders, or KOLs, resulting in the inclusion of Aquablation therapy into societal guidelines and rapid expansion of positive reimbursement coverage policies. We have developed a significant and growing body of clinical data that demonstrates the efficacy, safety and durability of Aquablation therapy, consistent across all prostate sizes and shapes and independent of surgeon experience. Our robust clinical evidence includes nine clinical studies that we sponsored and enrolled between 2013 and 2018, as well as more than 100 peer-reviewed publications. Our employees participated in protocol design, data management, monitoring, and statistical analysis in all nine clinical studies and results were provided to authors for publication upon request. Our WATER study is the only FDA pivotal study randomized against TURP, which is the historical standard of care for the surgical treatment of BPH. In this study, Aquablation therapy demonstrated superior safety and non-inferior efficacy compared to TURP across prostate sizes between 30 ml and 80 ml, and superior efficacy in a subset of patients with prostates larger than 50 ml. We have established strong relationships with KOLs within the urology community and collaborated with key urological societies in global markets. This support has been instrumental in facilitating broader acceptance and adoption of Aquablation therapy. As a result of our strong KOL network and our compelling clinical evidence, Aquablation therapy has been added to clinical guidelines of various professional associations, including the American Urological Association, European Association of Urology, Canadian Urological Association, and National Institute for Health and Care Excellence has achieved favorable coverage determinations from MACs and has been designated by Centers for Medicare and Medicaid Services, or CMS, as demonstrating substantial clinical improvement over alternative surgical interventions and granted transitional pass-through payment status. We believe our compelling clinical evidence, strong KOL relationships and engagement with global urological societies will continue to play an important role in growing awareness and increasing adoption of Aquablation therapy. Compelling value proposition and benefits to hospitals, surgeons and patients. We designed our AquaBeam Robotic System to enable consistent and reproducible BPH surgery outcomes that are independent of surgeon experience and require minimal training. In addition, we believe the differentiated features of Aquablation therapy allow for improved predictability of outcomes and, as such, increase surgeon confidence in recommending surgical intervention to their patients. Given its ability to treat prostate sizes of all shapes and sizes, Aquablation therapy enables hospitals to consolidate the surgical treatment of BPH in a single therapy. We also believe that hospital administrators will be able to leverage the differentiation of Aquablation therapy as a marketing tool to attract skilled surgeons and patients to their hospital system. Furthermore, the AquaBeam Robotic System is highly mobile and compact, requiring no retrofitting of the operating room, and we believe is competitively priced compared to other robotic systems and capital equipment devices, both factors which we believe remove adoption hurdles for hospital customers and allow for a more streamlined hospital sales cycle. For patients, Aquablation therapy offers significant and durable symptom relief with an attractive safety profile. We believe these benefits will continue to support the adoption of Aquablation therapy by hospitals and surgeons. Recurring revenue model. We generate revenue primarily from hospitals making capital purchases of our AquaBeam Robotic System and purchasing our single-use handpieces for individual patient use. We also generate revenue by providing post-warranty service for the AquaBeam Robotic System. We believe our business model of selling capital equipment that generates corresponding disposables utilization and post-warranty service contracts provides a path to predictable, recurring revenue. Broad research and development capabilities and a robust intellectual property portfolio. We have invested in establishing strong research and development capabilities for over a decade, including in surgical robotics and imaging-enabled surgery as well as integrating hardware and software to create an exceptional user and patient experience. We believe our focus on this experience will allow us to continue to bring new upgrades, capabilities and products to market, allowing us to innovate and maintain our competitive positioning. We have a broad patent portfolio, including 96 issued patents and 85 pending patent applications as of June 30, 2021. We believe our intellectual property and know-how present a significant barrier to entry for our competitors. Proven leadership team and board members with deep industry experience. We are led by a highly experienced management team and board with a successful track record of building businesses by identifying and providing solutions for underserved markets in the medical device industry. Our team has successfully led and managed dynamic growth phases in organizations and commercialized products in markets with established incumbents by addressing the unmet needs of the physicians and patients they serve. Our senior management team has an average of over 18 years of experience in the medical device industry across both public and private companies. Our Growth Strategies Our mission is to establish Aquablation therapy as the surgical standard of care for BPH. The key elements of our growth strategy are Grow our installed base of AquaBeam Robotic Systems by driving adoption of Aquablation therapy among urologists. In the United States, we are initially focused on driving adoption of Aquablation therapy among urologists that perform hospital-based resective BPH surgery. We estimate that approximately 290,000 of the 400,000 annual BPH surgeries are resective procedures performed across approximately 2,700 hospitals. We are initially targeting 860 high-volume hospitals that we estimate perform, on average, more than 200 resective procedures annually and account for approximately 70% of all hospital-based resective procedures. To penetrate these hospitals, we will continue to increase our direct team of capital sales representatives, who are focused on driving system placement within hospitals by engaging with key surgeons and decision makers to educate them about the compelling value proposition of Aquablation therapy. We also intend to increase awareness of Aquablation therapy by continuing to publish clinical data in various industry and scientific journals, present our clinical data at various industry conferences and sponsor peer-to-peer education programs and proctorships. Over time, we will gradually expand our focus to also include mid- and low-volume hospitals. Increase system utilization by establishing Aquablation therapy as the surgical treatment of choice for BPH. Once we place a system within a hospital, our objective is to establish Aquablation therapy as the surgical treatment of choice for BPH. Within each hospital, we are initially focused on targeting urologists who perform medium-to-high volumes of resective procedures and converting their resective cases to Aquablation therapy. To accomplish this, we will continue expanding our team of highly trained Aquablation representatives and clinical specialists, who are focused on driving system utilization within the hospital, providing education and training support and ensuring excellent user experiences. As urologists gain experience with Aquablation therapy, we will leverage their experiences to capture more surgical volumes and establish Aquablation therapy as the surgical standard of care. Over time, we intend to leverage our relationships with urologists to drive utilization of Aquablation therapy beyond the current surgical market. We estimate that approximately 50% of BPH patients who are on drug therapy as well as 50% who have failed drug therapy are under the care of a urologist, equating to approximately 3.9 million men. We believe we can reach these patients by continuing to educate our network of urologists of the clinical benefits of Aquablation therapy, provide comprehensive training programs and deepen our relationships with key urologists and various medical societies. Furthermore, we believe that additional coverage by private payors will continue to drive increased utilization. Continue to broaden private payor coverage. Since the addition of Aquablation therapy to AUA clinical guidelines in May 2019, we have significantly grown coverage for Aquablation therapy in the United States. Effective in 2021, all local MACs, which represent 100% of eligible Medicare patients, issued final positive local coverage determinations to provide Medicare beneficiaries with access to Aquablation therapy in all 50 states. We believe that these favorable coverage decisions have been a catalyst for hospital adoption of our AquaBeam Robotic System. Our strong body of clinical evidence and support from key societies, supplemented by the momentum from Medicare coverage, have led to favorable coverage decisions from several large private payors, including Anthem, BlueCross Massachusetts, Emblem Health, Health Care Service Corp, and Humana. We plan to leverage these recent successes in our active discussions with private payors to establish additional positive national and regional coverage policies. We believe that additional private payor coverage will contribute to increasing utilization of our system over time. Outside of the United States, we have ongoing efforts in key markets to expand established coverage and further improve patient access to Aquablation therapy. Build upon our strong base of clinical evidence. We are committed to continuing to build upon our foundation of clinical evidence, which we believe will help drive increased awareness and adoption of our products. For example, we are continuing to follow patients in our WATER and WATER II studies to collect five-year clinical outcomes as well as conducting sub-group analyses across our base of clinical data that we believe will further define the role of Aquablation therapy across patient populations. We also plan to further build our base of clinical evidence by supporting new clinical studies intended to support commercial, regulatory and reimbursement efforts. For example, we are supporting an investigator-initiated clinical study, called WATER III, which will be a randomized controlled trial evaluating Aquablation therapy against laser enucleation in treating BPH patients with large prostate sizes. Invest in research and development to drive continuous improvements and innovation. We are currently developing additional and next generation technologies to support and improve Aquablation therapy to further satisfy the evolving needs of surgeons and their patients as well as to further enhance the usability and scalability of the AquaBeam Robotic System. We also plan to leverage our treatment data and software development capabilities to integrate artificial intelligence and machine-learning to enable computer-assisted anatomy recognition and improved treatment planning and personalization. In the future, we may evaluate the application of the AquaBeam Robotic System in new urologic conditions beyond BPH. Drive increased awareness of Aquablation therapy beyond the urology community. As we expand our network of urologists and grow our installed base, we intend to increase awareness and brand recognition of Aquablation therapy beyond urologists, primarily among primary care physicians who manage BPH patients. We estimate that approximately 3.9 million men, including approximately 3.3 million patients who are on drug therapy and 600,000 who have failed drug therapy, are under the care of a primary care physician. To achieve this objective, we will invest in marketing initiatives directed at primary care physicians in order to optimize referral pathways and expand networks for BPH patients to visit a urologist. Once we have established a broader installed base of systems, we may seek to further increase patient awareness through various direct-to-patient marketing initiatives. Further penetrate and expand into existing and new international markets. We plan to establish and strengthen our presence internationally. While the United States remains our primary focus in the near-term, we are growing our existing presence in the large European markets, including Germany, France, Italy, Spain and the United Kingdom, by continuing to promote the clinical benefits of Aquablation therapy, supporting investments in clinical studies to improve coverage and reimbursement and fostering relationships with KOLs. In addition, we intend to expand our reach to selected new markets in the Asia-Pacific region over time. We plan to strategically invest in new markets based on our assessment of market size and opportunity and prospects for compelling reimbursement. Market Overview Our Addressable Market Opportunity in BPH In the United States, BPH is the number one reason men visit a urologist. BPH is estimated to occur in more than 50% of men in their 50s, growing to 70% of men in their 60s, and is the fourth most common diagnosed disease in men above 50 years old, ranking behind coronary artery disease, hypertension and type 2 diabetes. BPH often results in uncomfortable LUTS, which can have a significant impact on quality of life. If left untreated, BPH may eventually lead to more serious complications. In the United States, we estimate that approximately 40 million men are impacted by symptoms of BPH, with aging demographics expected to drive future growth. Over the next ten years, we expect that the number of men over 65 years old in the United States will double and include a corresponding increase in the number of men with enlarged prostates. Of these men, approximately 12 million are being managed by a physician for symptoms related to their disease. While drug therapy is typically a first line treatment option, limited efficacy and negative side effects contribute to low patient compliance, high failure rates and drop outs. On the other hand, surgical intervention is proven to provide effective and durable symptom relief compared to drug therapy, but the use of surgery is significantly underpenetrated, largely due to the compromise patients must make between (1) the incidence of irreversible side effects associated with current resective surgical interventions, or (2) the lower rates of efficacy and durability associated with non-resective surgical interventions. Our total addressable patient population in the United States includes approximately 8.2 million patients, comprised of 6.7 million receiving drug therapy, 1.1 million who have tried but failed drug therapy and 400,000 undergoing surgical intervention each year. Based on the average selling price of our single-use handpiece, we estimate that our total addressable market opportunity is in excess of $20 billion in the United States. The global incidence of BPH among men over 50 years old is similar to that of the United States, representing a significant incremental market opportunity outside of the United States. Overview of the Prostate The prostate is a small gland in the male reproductive system. The main role of the prostate is to produce the fluid that protects and gives nutrients to sperm. The prostate sits underneath the bladder and surrounds the top part of the urethra, which carries urine from the bladder. Overview of the Prostate and Surrounding Structures The prostate is approximately the size of a walnut in men younger than 30 years old as men age, the prostate grows larger. At puberty, testosterone levels in boys start to increase and the prostate grows to about eight times its size. The prostate continues to grow, doubling in size between the ages of 21 and 50 years, and almost doubles again in size between the ages of 50 and 80 years. Prostate size is generally measured in volume using milliliters, or ml. BPH Disease Overview and Diagnosis BPH refers to the non-malignant enlargement of the prostate gland. As the prostate enlarges, the gland presses against the urethra, which may obstruct or restrict the flow of urine from the bladder and result in uncomfortable LUTS, such as urgency, frequency, urinary retention, straining to urinate and a weak urinary stream. Without treatment, prolonged obstruction may eventually lead to acute urinary retention, urinary tract infections or renal insufficiency. An enlarged prostate can range between roughly 30 ml to above 300 ml. As prostates increase in size so does the complexity of shape where the obstructive tissue will grow back into the bladder (called an intravesical component). Normal Prostate versus Enlarged Prostate While some BPH patients are asymptomatic, most will experience symptoms, which generally become more bothersome with age. According to the AUA guidelines, it is estimated that 90% of men between the ages of 45 and 80 will experience LUTS, and 50% of them will experience moderate-to-severe symptoms by the time they are 85 years old, which we believe are predominantly caused by BPH. Furthermore, 50% of men between the ages of 51-60 have pathological BPH. Symptoms associated with BPH can have a significant impact on a patient s quality of life, including inability to sleep through the night, limiting activities due to proximity to the bathroom, impact on relationships, professional life and social activities, ongoing embarrassment and frustration and impact on sexual function. According to our internal marketing survey, 99% of men diagnosed with BPH say symptoms impact their quality of life. Clinical diagnosis of BPH typically involves a number of tests that are used to assess the degree of LUTS and determine whether the symptoms are caused by BPH or another condition. A symptom score index utilizes standardized questionnaires to quantify a patient s degree of LUTS. One of the most common scoring systems is the International Prostate Symptom Score, or IPSS. Using this scoring system, LUTS are classified as either mild, moderate or severe. The IPSS questionnaire is a key tool used to evaluate treatment options and assess treatment success. Other commonly used tests include a digital rectal exam, urine sample tests, imaging scans, blood tests and uroflowmetry tests, which measure the strength and amount of urine flow during urination. Patients suffering from symptoms of BPH are typically first seen by a primary care physician, who may diagnose and manage the patient, or refer the patient to a urologist. A urologist is a physician who specializes in diseases of the urinary tract in both males and females as well as the male reproductive system. Urologists are trained to perform surgery for various types of urologic conditions, including BPH. BPH Treatment Options The main goal of BPH treatment is to alleviate the symptoms associated with the disease and improve the patient s quality of life. As such, a patient s recommended course of treatment is largely based on the patient s degree of symptoms, typically measured using validated scoring systems such as IPSS. Patients with mild symptoms who have not developed other complications of BPH may choose watchful waiting, meaning that before proceeding with active treatment, the physician and patient wait to see if symptoms get worse or if new symptoms develop. Patients who choose this approach are generally advised to implement lifestyle changes and return for yearly visits with their physician to determine if symptoms are changing. For most men, the prostate will continue to grow and symptoms will worsen. As symptoms become more bothersome, active treatment may be recommended. The two primary categories of active treatment for BPH are drug therapy and surgical intervention. Drug Therapy Drug therapy is often the first step in actively treating mild-to-moderate symptoms of BPH. While there is no pharmacological cure for BPH, drugs may be used to manage symptoms. Available drugs address symptoms by either shrinking (5-alpha reductase inhibitors) the prostate or relaxing (alpha blockers) muscles surrounding the prostate. In some instances, patients may be prescribed a combination of both medications. Most men with BPH who start drug therapy will need to continue it indefinitely in order to relieve symptoms, unless they choose to undergo surgical intervention. While drug therapy can provide relief for some men, two out of three patients are not satisfied with the effectiveness of their medication. In general, drug therapy provides IPSS reduction of approximately five points and flow improvement of up to 2.5 ml per second. Drug therapy is also often associated with negative side effects, including headaches, dizziness, nausea, erectile dysfunction, ejaculatory dysfunction, loss of libido, cardiac failure and dementia. These side effects often contribute to poor treatment compliance, with drug therapy failing in up to 30% of men within two years. Furthermore, drug therapy may be costly, particularly in light of limited symptom relief. For example, a recent study has shown that payor costs for branded combination drug therapy over a two-year period was the least cost-effective of all treatment options included in the study, as drug therapy requires extended use and yields the least symptom relief. Surgical Intervention Surgical intervention is recommended for patients who have failed or are unwilling to consider drug therapy, or are suffering from complications due to their BPH. Although more invasive than drug therapy, surgical intervention generally provides more significant, longer-lasting symptom relief. We estimate that approximately 400,000 BPH surgeries were performed in the United States in 2019, growing at a compounded annual growth rate, or CAGR, of 11% since 2016. We believe that growth in the use of surgical intervention over the past several years is due to the introduction of new technologies that better balance the compromise between efficacy and safety as well as growing awareness of surgical intervention as an effective way to manage BPH symptoms compared to drug therapy. There are two categories of surgical intervention, resective, where obstructive tissue is removed at the time of intervention, and non-resective, where obstructive tissue is not removed, but rather the prostatic urethra is re-shaped. Resective Procedures. In resective surgery, tissue is removed during the procedure. Resective prostate procedures generally provide more significant and longer-lasting symptom relief than non-resective procedures, but may result in a higher incidence of irreversible complications, including urinary incontinence, erectile dysfunction and ejaculatory dysfunction. Resective procedures generally provide IPSS reduction of approximately 15 points. These procedures are typically performed in the hospital or outpatient surgery center under general or spinal anesthesia. In 2019, approximately 290,000 resective surgeries were performed in the United States, accounting for over 70% of all BPH surgeries. Resective surgeries may be performed endoscopically, allowing the procedure to be completed through a tubular instrument, or via an open or a laparoscopic procedure, called a simple prostatectomy. Endoscopic procedures access the prostate through the urethra, so no incisions are made in the patient s abdomen. These procedures typically use heat-based technologies to resect prostate tissue, utilizing a single camera called a cystoscope that provides limited visualization of the anatomy during the procedure. Common alternative endoscopic resective procedures include Transurethral Resection of the Prostate. TURP is a resective procedure which uses electrocautery to cut and remove prostate tissue. Despite being used for over a century, this procedure is still the most frequently performed resective surgery and is considered the historical standard of care for the surgical treatment of BPH for prostates less than 80 ml. In 2019, approximately 135,000 TURP procedures were performed in the United States. Photoselective Vaporization of the Prostate, or PVP. PVP is a transurethral form of treatment that utilizes a laser fiber to vaporize prostate tissue sequentially outwards until the surgeon creates a sufficient cavity through which the patient may now void. PVP is generally used in patients with small- to average-sized prostates and can be used in patients who are at high risk of bleeding complications. In 2019, approximately 80,000 PVP procedures were performed in the United States. Laser Enucleation of the Prostate. Laser enucleation utilizes a surgical laser to manually resect prostate tissue through the urethra. This procedure allows the surgeon to follow anatomic planes to separate entire lobes of the prostate. In general, separated prostate lobes are then pushed into the bladder and suctioned out via a special tool. Laser enucleation is prostate size-independent however, this procedure is more commonly used in larger prostates, and adoption has been limited due to the high degree of skill and experience required. In 2019, approximately 30,000 enucleation procedures were performed in the United States. A simple prostatectomy is an invasive, open procedure that requires one or more incisions to be made in the patient s abdomen to access and remove part or all of the prostate. This procedure is typically a last resort treatment for BPH in patients with very large prostates or those patients with severe complications due to BPH. This surgery may be done manually, or with the assistance of a robot, but in either case is a procedure that requires a high degree of surgeon skill. In 2019, approximately 25,000 prostatectomy procedures were performed for the treatment of BPH in the United States. Non-Resective Procedures. In non-resective procedures, prostate tissue is not removed at the time of surgery. By not removing tissue, symptom relief is generally less significant and durable compared to resective procedures. Non-resective procedures generally provide IPSS reduction of approximately ten points. The two most common commercially available non-resective procedures are prostatic urethral lift, or PUL, and water vapor therapy. PUL uses permanent implants of nitinol and stainless steel placed transurethrally to pin back and compress obstructing prostate tissue, thus creating a channel for improved urinary flow. Water vapor therapy utilizes principles of convection by transurethrally delivering water vapor into obstructing prostate tissue, which results in cell death and reduction of prostate volume over a period of three to six months. Non-resective procedures are generally approved for small- to average-sized prostates. In 2019, approximately 105,000 non-resective surgeries were performed in the United States. Limitations of Alternative Surgical Interventions Two factors that surgeons and patients commonly consider when evaluating surgical intervention are efficacy and safety. Efficacy is generally measured by symptom relief as well as durability of relief, and safety by the occurrence of irreversible complications such as urinary incontinence, erectile dysfunction and ejaculatory dysfunction. We believe that alternative surgical interventions for BPH require patients to compromise between efficacy and safety. Alternative interventions either provide significant symptom relief with a heightened risk of irreversible complications or a lower risk of complications with significantly less symptom relief. In addition, most alternative surgical interventions are limited by prostate size and shape, with no single procedure capable of effectively addressing the full range of prostate anatomies regardless of surgeon experience level. We believe that the compromise and limitations associated with alternative surgical interventions have contributed to the relatively low penetration rate of surgical intervention. Limitations of Endoscopic Resective Procedures. While endoscopic resective surgeries such as TURP and laser-based procedures may provide BPH patients with durable symptom relief, these procedures have a number of limitations, including High rates of irreversible complications. Irreversible complications are a common side effect of endoscopic resective procedures. Published studies have shown rates of erectile dysfunction as high as 14%, 20% and 8%, ejaculatory dysfunction as high as 89%, 50% and 77%, and incontinence as high as 2%, 2%, and 33% for TURP, PVP and laser enucleation, respectively. We believe the high rates of irreversible complications are in large part due to these technologies utilizing heat to remove prostate tissue, which may lead to unintended thermal damage to critical parts of the anatomy. Furthermore, minimal intraoperative visualization, which is generally limited to a cystoscope, provides limited visibility of the prostate and makes it difficult for the surgeon to see and preserve critical parts of the prostate during tissue resection. This results in highly variable depth of tissue penetration, damage to tissue which may extend deeper than cavity created, a potential for unintended prostate capsule perforation, potential damage to nerve bundle responsible for erectile function, and delayed healing of prostatic urethra. Prostate size limitations. While TURP is considered the standard of care for surgical treatment of BPH, it is generally reserved for small- to average-sized prostates below 80 ml given the length and manual nature of the procedure. For laser-based therapies, PVP is also most commonly used for small- to average-sized prostates, while laser enucleation is generally reserved for treating patients with larger prostates. Experience dependent outcomes and long learning curves. Endoscopic resective procedures rely on manual resection of the prostate, with clinical outcomes often highly dependent on the surgeon s experience level. For example, a study of a large number of patients undergoing TURP found that the rate of reoperation was 1.2-fold higher in men treated by surgeons who had performed 172 or fewer TURP procedures versus surgeons that had performed more than 402 TURP procedures. In addition, a study of 200 procedures by a surgeon performing PVP showed that the surgeon required at least 120 procedures to achieve optimal clinical outcomes. Furthermore, a study of surgeons learning to perform laser enucleation demonstrated that one-third of the surgeons failed to complete the training program. Inconsistent and lengthy resection times. Endoscopic resective procedures require manual resection of prostate tissue performed under limited visualization. This manual process contributes to highly inconsistent and lengthy resection times that are strongly correlated with prostate size. Limitations of a Simple Prostatectomy. While a simple prostatectomy typically provides maximum symptom relief by removing part or all of the prostate gland, this procedure is generally considered a treatment of last resort reserved for patients with large prostates. Limitations of a simple prostatectomy include Surgical safety concerns. Even when performed robotically, a simple prostatectomy still requires incisions to be made in the patient s abdomen in order to access the prostate gland. Bleeding events are a key risk in these types of procedures, with transfusion rates as high as 25%. High rates of irreversible complications. Similar to endoscopic resective procedures, open procedures commonly result in high rates of irreversible complications, with studies showing erectile, ejaculatory dysfunction, and incontinence rates as high as 2-3%, 90% and 8%, respectively. Long hospital stay and recovery time. Given the invasiveness of open procedures, long hospital stays and post-procedure recovery are common. In addition, patients typically stay in the hospital for an average of five days after surgery and have long recovery times. Limitations of Non-Resective Procedures. While non-resective procedures are associated with favorable safety profiles and limited impact on sexual function, these procedures generally deliver lower and less durable symptom relief than resective procedures. Limitations of non-resective procedures include Limited symptom relief and durability. By not removing obstructive prostate tissue, non-resective procedures generally results in less significant and durable symptom relief compared to resective procedures. In addition, since prostate tissue continues to grow over time, durability of symptom relief is typically less favorable in non-resective procedures, with higher rates of patients needing to undergo surgical retreatment or go back on drugs. For example, five-year surgical retreatment rates for PUL and water vapor therapy were 13.6% and 4.4%, respectively. In addition, the rates of PUL and water vapor therapy patients back on drug therapy at five years were 10.7% and 11.1%, respectively. Furthermore, since PUL requires the use of a permanent implant, there is risk of post-operative complications due to the implant which may require implant removal, with a published five-year rate of implant removal of 9.3%. Limited intraoperative visualization. Similar to endoscopic resective procedures, the surgeon s view of the prostate in endoscopic non-resective procedures is limited to a cystoscope that provides minimal visibility of the prostate. Prostate size and shape limitations. Both PUL and water vapor therapy are generally used for small- to average-sized prostates. Unlike any of the resective procedures, both of these procedures are specifically limited by the FDA for use in certain prostate sizes. The mean prostate volumes for PUL and water vapor therapy were 45 ml and 46 ml, respectively, in their respective U.S. pivotal, prospective, randomized clinical trials. In addition, the use of these procedures may be limited for certain complex prostate shapes. Our Solution We have developed the AquaBeam Robotic System, an advanced, image-guided, surgical robotic system for use in minimally invasive urologic surgery. Our proprietary AquaBeam Robotic System delivers our Aquablation therapy, the first and only image-guided robotic therapy for the treatment of BPH. We market the AquaBeam Robotic System in the United States pursuant to FDA 510(k) clearance that we received in March 2021. The most common side effects observed for Aquablation therapy are mild and transient and may include mild pain or difficulty when urinating, discomfort in the pelvis, blood in the urine, inability to empty the bladder or a frequent or urgent need to urinate, and bladder or urinary tract infection. During our clinical studies, we documented a rate of incontinence between 0%-2%, ejaculatory dysfunction between 6.9%-24.6%, and a peri-operative transfusion rate between 0.9%-5.9%. Since then, a number of publications have reported on transfusion rates. A key study published in April 2021 of 2,089 men undergoing Aquablation therapy with prostates ranging in size from 20 ml to 363 ml observed a transfusion rate of only 0.8%. The AquaBeam Robotic System combines the following highly differentiated features that are intended to deliver effective, safe and durable outcomes for males suffering from LUTS due to BPH that are consistent across all prostate sizes and shapes and independent of surgeon experience Real-time image guidance. Intraoperative ultrasound imaging combined with cystoscopic visualization, using a camera attached to a hollow tube, which provides a multidimensional view of the treatment area, enabling improved decision-making and real-time treatment monitoring. Personalized treatment planning. Using ultrasound imaging integrated with advanced planning software, the surgeon is able to map the treatment contour that precisely targets the resection area, personalizing the optimal tissue removal plan based on each patient s unique anatomy. Automated robotic execution. Once the treatment plan is finalized, the robot automatically executes the plan, guiding the precisely calibrated waterjet with speed and accuracy while the surgeon monitors. Heat-free waterjet resection. Utilizing the unique power of a pulsating waterjet near the speed of sound, Aquablation therapy removes prostatic tissue with a heat-free waterjet, minimizing the risk of complications arising from prolonged thermal injury. Components of the AquaBeam Robotic System The AquaBeam Robotic System is highly mobile and compact, requiring no retrofitting of the operating room. The main components of the AquaBeam Robotic System are the conformal planning unit, or CPU, console, motorpack and handpiece with integrated scope. The CPU serves as the primary user interface of the AquaBeam Robotic System, displaying live transrectal ultrasound, or TRUS, video which allows the surgeon to visualize the prostate and surrounding structures, identify key anatomical markers and personalize the resection based on the patient s unique anatomy. Through an intuitive user interface, the CPU allows the surgeon to map the contour of the prostate and plan the resection pathway by selecting the resection angles, length and depth. The planned parameters of the resection are transferred to the console to initiate Aquablation therapy. During the procedure, the surgeon utilizes the CPU to observe the progress of the resection in real time and has the option to make adjustments to the treatment area as needed. The CPU is equipped with a variety of integrated safety mechanisms that provide the surgeon with advisory notifications during treatment. The console contains a high-pressure pumping system that is responsible for generating the high-velocity waterjet used in Aquablation therapy. The high-pressure pumping system consists of a control unit and powerboards that drive the positioning and flow rates of the waterjet. In addition, the console utilizes a peristaltic pump that assists in active evacuation of saline and tissue from the bladder and prostatic urethra during the Aquablation therapy to manage fluid levels. The console interfaces with both the CPU and motorpack and handpiece assembly, generating the water flow rates based on instructions received from the CPU. The console is activated by a foot pedal and has a small screen that displays the pump level and procedure mode. The motorpack is connected to the console with a flexible cable that provides power and control instructions to the motorpack. The motorpack consists of a motor control system that drives the movement and position of the waterjet nozzle in the handpiece and is designed to mechanically dock with the handpiece, completing the waterjet drive mechanism as well as establishing a secure electrical connection. The motorpack has buttons that allow a surgeon to manually increase or decrease the pump power level during resection, if needed. The handpiece is the sterile, single-use component of the AquaBeam Robotic System that delivers the high-velocity waterjet. The tip of the handpiece is inserted transurethrally into the patient, advanced through the prostatic urethra into the bladder and positioned using both TRUS imaging and cystoscopic guidance from the integrated, reusable scope. The motorpack and handpiece assembly is secured to an articulating arm. The start treatment location, end treatment location, depth and angle of resection are based on the transferred planned contour and profile from the CPU to the console and motorpack. The AquaBeam Robotic System also includes a customized ultrasound set through which ultrasound images are integrated with our system. Treatment with Aquablation Therapy Aquablation therapy is currently performed in the hospital setting in a procedure that typically takes less than one hour. On the day of surgery, the patient is given either general or spinal anesthesia and then prepped and positioned on their back with their knees bent above the hips and legs spread apart using stirrups, similar to other BPH surgical procedures. The procedure begins with the insertion of the TRUS probe, followed by the insertion of the handpiece into the patient s bladder through the urethra under visual guidance from the integrated scope. The surgeon confirms successful positioning of the TRUS probe and handpiece with visual markers on the CPU screen with adjustments made by advancing, retracting and rotating the TRUS probe. Once positioning is confirmed, the TRUS probe and motorpack and handpiece assembly are secured to articulating arms that are mounted to the bed rails to prevent movement during planning and the procedure. The surgeon begins the planning process via the user interface of the CPU. Using real-time TRUS imaging displayed on the CPU to visualize the anatomy of the prostate, the surgeon plans the treatment area. The surgeon defines the treatment area by adjusting the boundaries of treatment along the length, width and height of the prostate. The boundaries serve as a tissue depth guide to help maintain the resection within the treatment area. If a median lobe is present, the surgeon can visualize and separately plan the resection of the median lobe. Once planning and mapping are complete, the surgeon then begins resection by depressing the foot pedal to initiate the high-velocity waterjet, with the resection automatically executed based on the defined treatment plan. As the waterjet removes prostate tissue along the planned treatment contour, excess water and ablated tissue are actively suctioned out of the patient. The surgeon monitors the progress of the resection on the CPU and, at any point during the procedure, the surgeon can pause the treatment by releasing the foot pedal. Using buttons on the motorpack, the surgeon can manually decrease the resection depths in real time as the procedure is monitored on both live ultrasound and cystoscopy. Aquablation therapy treatment stops upon reaching the planned treatment endpoint. The surgeon may decide to plan additional resection passes depending on the length or depth of the prostate. When the procedure is complete, the motorpack and handpiece assembly is undocked from the articulating arm. The surgeon can manually scan the treatment area endoscopically by using the integrated scope of the handpiece. After post-procedural cystoscopy is complete, the handpiece is removed from the urethra. The surgeon may then use a resectoscope to remove ablated tissue to improve visualization and then perform focal, targeted and methodical bladder neck cautery to achieve post-operative hemostasis, or a state where the bleeding has stopped. Following the procedure, the patients are typically monitored in the Post-Anesthesia Care Unit, or PACU, with the majority of patients discharged after one overnight stay, without needing to leave with a catheter. Key Benefits of Aquablation Therapy We believe our Aquablation therapy addresses the compromise between safety and efficacy of alternative surgical interventions, providing the following unique benefits Significant and durable symptom relief. Given obstructive prostate tissue is removed during the procedure, Aquablation therapy has demonstrated significant and long-lasting levels of symptom relief similar to those of alternative resective procedures. The efficacy of Aquablation therapy has been shown in nine clinical studies and over 100 peer reviewed publications. Significant symptom reduction, quality of life and uroflowmetry improvements were observed across the WATER, WATER II and OPEN WATER studies. In the WATER study, Aquablation therapy demonstrated superior safety and non-inferior efficacy compared to TURP, the historical standard of care for the surgical treatment of BPH. Our studies have also demonstrated durable outcomes with low rates of surgical retreatment and few men having to go back on drugs following surgery. In the WATER and WATER II studies, surgical retreatment rates at three years were only 4.3% and 3.0%, respectively. In the OPEN WATER study, there were no surgical retreatments at one year. Uncompromised safety profile. Aquablation therapy has demonstrated low rates of irreversible complications, including urinary incontinence, erectile dysfunction and ejaculatory dysfunction, compared to published rates observed for other resective surgeries. In our WATER study, patients who underwent Aquablation therapy maintained a higher level of sexual function compared to those who underwent TURP. We believe the strong safety profile of Aquablation therapy is a result of the therapy s ability to preserve key anatomical structures and limit prolonged and unintended thermal injury. In addition, no implant remains in the body with Aquablation therapy, minimizing the risk of mid-to-long term post-operative complications resulting from the implant. Outcomes consistent across all prostate sizes and shapes and independent of surgeon experience. We designed Aquablation therapy to deliver outcomes that are effective, safe and durable for males suffering from LUTS due to BPH across all prostate sizes and shapes. Our WATER, WATER II and OPEN WATER studies enrolled men with prostate sizes between 20 ml and 150 ml however, in the commercial setting, we have successfully treated men with prostate sizes over 300 ml. Additionally, in the WATER and WATER II studies, 50% and 83% of men, respectively, had an obstructive median lobe, and the average prostate size in each study was 54 ml and 107 ml, respectively. Compared to other resective procedures, we believe Aquablation therapy is relatively simple to learn, enabled by the intuitive interface of the CPU and automated robotic resection, and delivers outcomes that are independent of surgeon experience. In the WATER study, 14 of the 17 participating surgeons had no previous experience with Aquablation therapy, and in the WATER II study surgeons had a median previous experience of only 0.5 procedures. Personalized treatment planning and improved decision-making. Aquablation therapy combines cystoscopic visualization, ultrasound imaging and advanced planning software. Together, these technologies provide the surgeon with a multidimensional view of the treatment area and enable personalized treatment planning for the patient s unique anatomy, improved decision-making and real-time monitoring during the procedure. Targeted and controlled resection with consistent resection times. Aquablation therapy utilizes automated robotic resection to remove prostate tissue using a precise, heat-free waterjet. These features enable targeted and controlled tissue removal with rapid resection times that are highly consistent across prostate sizes and shapes and surgeon experience. Our Clinical Results and Studies A significant body of clinical evidence supports the efficacy, safety and durability of Aquablation therapy across prostate sizes and shapes as well as surgeon experience. This robust body of evidence includes more than 100 peer-reviewed publications in premier journals, such as the Journal of Urology, European Urology and BJU International, as well as nine clinical studies, including our three core studies WATER, WATER II and OPEN WATER. WATER. The WATER study was double-blind, randomized, controlled study of Aquablation therapy against TURP in men with prostate sizes between 30 ml and 80 ml. This study is the only FDA pivotal trial for BPH randomized against TURP. The study was designed with 80% power to show superiority in safety and more than 80% power to show non-inferiority in efficacy. The results of our WATER study served as the basis for FDA grant of our De Novo application and were first published in the Journal of Urology in 2018. WATER II. The WATER II study was a prospective, multicenter study of Aquablation therapy in patients with prostate sizes between 80 ml and 150 ml. The study was designed with 80% power for safety and 99% power for efficacy against an objective performance criteria, or OPC, based upon TURP data, even though TURP procedures are typically performed in smaller prostates. The results of the WATER II study served as the basis for increased reimbursement and coverage and were first published in BJU International in 2019. OPEN WATER. The OPEN WATER study was a prospective, multicenter, all-comer study conducted in a commercial setting spanning patients with prostate sizes between 20 ml and 150 ml. Due to the size of this study, it was sufficiently powered to statistical conclusions with the data. There was no OPC established for this study. The results of the OPEN WATER study were first published in Journal of Clinical Medicine in 2020. The following table highlights key findings from our three core studies. OPEN WATERWATER IIWATER (Aquablation arm) WATER (TURP arm) Number Treated 17810111665 Demographics (all data reported as mean) Age (years)68686666 Prostate size59ml107ml54ml52ml Obstructive median lobe59%83%50%52% Longest Duration of Follow-up1 year3 years3 years Efficacy IPSS baseline 21.623.222.922.2 IPSS at longest FU 6.46.587.9 IPSS-QoL baseline 4.74.64.84.8 IPSS-QoL at longest FU 1.41.11.61.5 Qmax baseline 9.9 ml sec8.7 ml sec9.4 ml sec9.1 ml sec Qmax at longest FU 20.8 ml sec18.5 ml sec20.6 ml sec17.1 ml sec Safety (irreversible complications assessed by protocol definitions) Incontinence0.0%2.0%0.0%0.0% Erectile dysfunction0.0%0.0%0.0%0.0% Ejaculatory dysfunction (% in sexually active)8.4% (11.9%) 14.9% (19.5%) 6.9% (10.3%) 24.6% (35.6%) Durability Surgical retreatment for BPH at longest FU0.0%3.0%4.3%1.5% Surgical retreatment annualized0.0%1.0%1.4%0.5% Back on BPH medication at longest FU3.4%5.9%1.7%7.7% Back on BPH medication annualized3.4%2.0%0.6%2.6% Efficacy and Durability The most common measure of efficacy in BPH clinical research is symptom relief measured by improvement in IPSS. IPSS is a validated, standardized questionnaire used to quantify a patient s degree of LUTS. The questionnaire is comprised of seven questions that characterize urinary dysfunction. Scores range from 0 to 35, with a higher score indicating more severe symptoms. A total score of 7 or less indicates mild symptoms, 8 to 19 indicates moderate symptoms and 20 to 30 indicates severe symptoms. The IPSS-Quality of Life, or IPSS-QoL, is a single question with a score of 0 to 6 that asks the patient how he would feel if he had to spend the rest of his life with his current urinary symptoms. A higher score indicates a higher level of dissatisfaction. Uroflowmetry tests, which measure the strength and amount of urine flow during urination, are also used to measure efficacy, with Qmax being the primary measurement. Qmax is a measure of the max urinary flow rate. A study of 348 18-year-old males showed the majority of men had a Qmax of 20 ml s or higher. Our core clinical studies have demonstrated the strong efficacy of Aquablation therapy across prostate sizes and shapes. The following figures highlight efficacy results for IPSS scores, IPSS-QoL scores and Qmax at various points in time across these studies. All changes for IPSS, IPPS-QoL, and Qmax had a statistically significant change from baseline (p 0.0001). An important factor related to efficacy is durability, which is commonly measured by freedom from surgical retreatment due to recurrent LUTS associated with BPH. In addition, since one of the key goals of surgical intervention is to reduce or eliminate the need for drugs, the rate of patients back on drug therapy due to recurrent LUTS associated with BPH is also an important measure of durability. Lower rates of surgical retreatment and being back on drug therapy are more favorable. The table below highlights the strong durability observed across our core clinical studies. OPEN WATERWATER IIWATER (Aquablation arm) WATER (TURP arm) Longest Duration of Follow-up1 year3 years3 years Surgical retreatment for BPH at longest FU0.0 %3.0 %4.3 %1.5 % Surgical retreatment annualized0.0 %1.0 %1.4 %0.5 % Back on BPH medication at longest FU3.4 %5.9 %1.7 %7.7 % Back on BPH medication annualized3.4 %2.0 %0.6 %2.6 % Safety A key measure of safety used in BPH clinical research is the rate of irreversible complications, which includes urinary incontinence, erectile dysfunction and ejaculatory dysfunction. Urinary incontinence refers to the loss of bladder control, resulting in the occasional leak of urine. Erectile dysfunction refers to the inability to get or maintain an erection firm enough for sexual intercourse. Ejaculatory dysfunction refers to the inability of a man to efficiently ejaculate semen from the penis at the moment of sexual climax. Aquablation therapy has demonstrated low rates of irreversible complications across our core studies, with consistently low rates of urinary incontinence and erectile dysfunction and ejaculatory dysfunction risk as low 10% in sexually active men. The table below highlights the strong safety profile observed across our core clinical studies. OPEN WATERWATER IIWATER (Aquablation arm) WATER (TURP arm) Incontinence0.0%2.0%0.0%0.0% Erectile dysfunction0.0%0.0%0.0%0.0% Ejaculatory dysfunction (% in sexually active)8.4% (11.9%) 14.9% (19.5%) 6.9% (10.3%) 24.6% (35.6%) Surgical Standardization The efficacy, safety and durability of Aquablation therapy across prostate sizes and shapes have been demonstrated across our three core studies. These studies have also demonstrated that outcomes are independent of surgeon experience. For example, in the WATER study, 14 of the 17 participating surgeons had no previous experience with Aquablation therapy and, in the WATER II study, participating surgeons had a median previous experience with Aquablation therapy of only 0.5 procedures. We believe the short learning curve associated with Aquablation therapy is in large part due to pre-operative planning capabilities and automated robotic execution. Another key outcome observed across our core studies was consistency of operative and resection times. Regardless of prostate size or shape, the procedure setup and planning processes are the same. Once the surgeon has established the treatment area, the tissue resection is robotically executed, resulting in efficient resection times that are consistent across prostate sizes. The chart below demonstrates consistent resection times observed across our WATER and WATER II studies in prostate sizes between 30 ml and 150 ml. These resection times are in contrast to the highly variable data observed in the TURP arm of the WATER study, which is a key reason why TURP is generally limited to prostate sizes below 80 ml. WATER The WATER study was a prospective, multicenter, double-blind, randomized, controlled study of Aquablation therapy against TURP for the treatment of LUTS associated with BPH in men with prostate sizes between 30 ml and 80 ml. One hundred eighty-one patients were enrolled and treated in the study, with 116 undergoing Aquablation therapy and 65 undergoing TURP, across 17 investigational sites. The study commenced in October 2015, and the results were first published in May 2018 in the Journal of Urology. At baseline for patients undergoing Aquablation therapy, the mean age was 66.0 years, the mean prostate size was 54.1 ml, with 54.1% of patients presenting with an obstructive median lobe, the mean IPSS score was 22.9, the mean IPSS-QoL score was 4.8 and the mean Qmax was 9.4 ml s. At baseline for patients undergoing TURP, the mean age was 65.8 years, the mean prostate size was 51.8 ml, with 52.0% of patients presenting with an obstructive median lobe, the mean IPSS score was 22.2, the mean IPSS-QoL score was 4.8 and the mean Qmax was 9.1 ml s. The primary efficacy endpoint was the change in IPSS at six months compared to baseline for the Aquablation therapy treatment arm randomized against the TURP arm. The primary safety endpoint was the occurrence of Clavien-Dindo persistent grade 1 or grade 2 or higher perioperative complications at three months. The study is planned to follow patients for five years, with three-year data currently published. Mean total operative time was similar for the Aquablation therapy and TURP treatment arms (33 vs 36 minutes, p 0.2752), but resection time was lower for Aquablation therapy (4 vs 27 minutes, p 0.0001). Fourteen of the 17 participating surgeons had no previous experience with Aquablation therapy. Efficacy and Durability The study successfully achieved its primary efficacy endpoint, with Aquablation therapy showing non-inferior symptom relief compared to TURP. Analysis of a patient subgroup with prostates above 50 ml demonstrated that Aquablation therapy was superior to TURP in symptom reduction. At six months, mean IPSS scores decreased from 22.9 at baseline to 5.9 in the Aquablation therapy treatment arm and from 22.2 at baseline to 6.8 in the TURP group. The IPSS change score at month six was 1.8 points larger for the Aquablation therapy treatment arm (95% CI -0.4 to 4.0). The lower confidence limit of the difference was above the pre-specified non-inferiority margin of 4.7, substantiating statistical and clinical non-inferiority of efficacy. Improvements in IPSS scores were statistically similar across the two groups at three-year follow up. Mean improvements in IPSS scores at three years were 14.4 and 13.9 in the Aquablation therapy and TURP treatment arms, respectively (difference of 0.6 points, p 0.6848). Similarly, for Aquablation therapy and TURP, three-year mean improvements in IPSS-QoL were 3.2 and 3.2 (difference of 0 points, p 0.7845), respectively, and Qmax were 11.6 ml s and 8.2 ml s (difference of 3.3 ml sec, p 0.0848), respectively. Three-year surgical retreatment rates in the Aquablation therapy and TURP treatment arms were 4.3% and 1.5%, respectively, and not statistically different. There were no surgical retreatments for BPH beyond 20 months for either Aquablation therapy or TURP. At three years, the rate of patients in the Aquablation therapy and TURP treatment arms that were back on drug therapy were 1.7% and 7.7%, respectively. Safety The primary safety endpoint occurred in 29 Aquablation therapy subjects, or 25.0%, and 26 TURP subjects, or 40.0%, which met the study primary non-inferiority safety hypothesis and subsequently demonstrated superiority (p 0.0149). Among sexually active men, the rate of persistent retrograde ejaculation was lower in those treated with Aquablation therapy compared to TURP (10% vs 36%, p 0.0003). There were no cases of urinary incontinence or erectile dysfunction among sexually active men. The transfusion rates in the Aquablation therapy and TURP treatment arms were 0.9% and 0.0%, respectively, and not statistically different. Published transfusion rates of TURP, typically performed in prostates sizes of less than 80 ml, are in the range of 1.8% - 2.8%. WATER II The WATER II study was a prospective, multicenter single-arm study for the treatment of LUTS associated with BPH in men with prostate sizes between 80 ml and 150 ml. One hundred and one patients were enrolled and treated in the study across 16 investigational sites. The study commenced in 2017, and the results were first published BJU International in March 2019. At baseline for patients in the study, the mean age was 67.5 years, the mean prostate size was 107.4 ml, with 83.2% of patients presenting with an obstructive median lobe, the mean IPSS score was 23.2, the mean IPSS-QoL score was 4.6 and the mean Qmax was 8.7 ml s. The primary efficacy endpoint was IPSS reduction. Secondary efficacy endpoints include IPSS-QoL score, maximum urinary flow rate, post-void residual urine volume and prostate-specific antigen concentration. The primary safety endpoint was the percentage of Clavien Dindo grade 2 or higher or any grade 1 event resulting in persistent disability. The study is planned to follow patients for five years, with three-year data having already been collected and analyzed. Mean total operative and resection time was 55 minutes and eight minutes, respectively. Participating surgeons had a median previous experience with Aquablation therapy of only 0.5 procedures. Efficacy and Durability The study met its primary and secondary efficacy endpoints showing the Aquablation procedure s ability to provide significant symptom relief in large prostates and is a size independent procedure. The mean IPSS improved from 23.2 at baseline to 6.7 at three months (p 0.001), which is a 17.4-point improvement and meeting the study s primary efficacy endpoint goal. At three years, mean IPSS decreased from 23.2 at baseline to 6.5, mean IPSS-QoL decreased from 4.6 to 1.1 and mean Qmax increased from 8.7 ml s to 18.5 ml s. Three-year surgical retreatment rate was 3.0%. At three years, the rate of patients that were back on drug therapy was 6.0%. Safety The study met its primary safety endpoint of Clavien Dindo grade 2 or higher or any grade 1 event resulting in persistent disability. At three months, this occurred in 45.5% of men, which met the study design goal of less than 65%. Consistent with the results of the WATER study, WATER II observed low rates of irreversible complications 2% new onset urinary incontinence and, among sexually active men, 0% erectile dysfunction and 19% ejaculatory dysfunction. While the primary safety endpoint was achieved, the procedure was done without any cauterization to achieve hemostasis, or a state where the bleeding has stopped. As a result, we experienced peri-operative transfusions, or transfusions that occur prior to a patient being discharged from the hospital, at a rate of 5.9%. We worked with numerous surgeons to identify the optimal hemostasis method that would work across all prostate sizes. That method, focal bladder neck cautery, was formally included as part of the Aquablation therapy training program beginning in January 2020. Since then, a number of publications have reported on transfusion rates. A key study published in April 2021 of 2,089 men undergoing Aquablation therapy with prostates ranging in size from 20 ml to 363 ml observed a transfusion rate of only 0.8%. Published transfusion rates of enucleation and simple prostatectomy, typically performed in prostates with sizes of greater than 80 ml, are in the range of 0.8% to 3.4% and 16% to 25%, respectively. TURP transfusion rates are not provided for comparison because TURP is routinely done in prostates less than 80ml. OPEN WATER The OPEN WATER study was a prospective, multicenter, all-comer study conducted in a commercial setting spanning patients with prostate sizes between 20 ml and 150 ml. One hundred and seventy-eight patients were enrolled and treated in the study across five investigational sites. The study commenced in September 2017, and the results were first published in Journal of Clinical Medicine in February 2020. At baseline for patients in the study, the mean age was 66.0 years, the mean prostate size was 59.3 ml, with 59.6% of patients presenting with an obstructive median lobe, the mean IPSS score was 21.6, the mean IPSS-QoL score was 4.6 and the mean Qmax was 9.9 ml s. The study s primary endpoint was the change in total IPSS score from baseline to three months. Efficacy and Durability The primary efficacy endpoint of IPSS reduction was met with mean IPSS scores decreasing from 21.6 at baseline to 7.1 and 6.4 at the three- and 12-month follow-up, respectively. The secondary endpoint of IPSS-QoL reduction was also met with mean IPSS-QoL scores decreasing from 4.6 at baseline to 1.5 and 1.4 at 3- and 12-month follow-up, respectively. The maximum urinary flow rate (Qmax) increased from 9.9 to 20.3 and 20.8 cc sec at 3- and 12-month follow-up, respectively and post-void residual urinary volume decreased from 108cc at baseline to 47cc and 61cc at 3- and 12-month follow-up, respectively. All changes for IPSS, IPPS-QoL, and Qmax had a statistically significant change from baseline (p 0.0001). We do not have any plans for additional follow-up with patients in the OPEN WATER study. There were no cases of surgical retreatment because of recurrent LUTS due to BPH at 12-months, with 3.4% back on drug therapy. Safety In terms of safety, irreversible complications were similar to WATER and WATER II 0% incontinence and among sexually active men 0% erectile dysfunction and 12% ejaculatory dysfunction. Following Aquablation therapy, 2.7% of patients underwent a transfusion and 7.9% of patients were taken back to the OR for postoperative hemostasis management. The prostate volumes included in the study spanned both WATER and WATER II, which were a broader range than routinely treated by TURP. The OPEN WATER trial demonstrated a similar transfusion rate of published TURP results (1.8% - 2.8%) where typically used in smaller prostates less than 80 ml. Selected Competitor Data Prostatic Urethral Lift The UroLift Prostate Implant, or UroLift, is a PUL system for the treatment of BPH. UroLift was cleared by the U.S. FDA in 2013, following successful completion of the Luminal Improvement Following Prostatic Tissue Approximation for the Treatment of Lower Urinary Tract Symptoms, or L.I.F.T., pivotal study. UroLift is indicated for patients with moderate-to-severe LUTS due to BPH with prostate sizes below 100 ml. Five-year data from this study has been published in June 2017 in the Canadian Journal of Urology. The L.I.F.T. study was designed as a prospective, multicenter, randomized, single-blinded controlled clinical trial. The study enrolled a total of 206 men randomized (140 UroLift vs 66 sham) across 19 investigational sites. At baseline for patients undergoing UroLift, the mean age was 67 years, the mean prostate size was 44.5 ml, the mean IPSS score was 22.2, the mean IPSS-QoL score was 4.6 and the mean Qmax was 7.9 ml s. The study excluded prostates with an obstructive median lobe. At three years, patients undergoing UroLift had a mean IPSS score of 12.7, mean IPSS-QoL score of 2.2 and mean Qmax of 11.8 ml s. Patients undergoing UroLift experienced the following at three years 10.7% surgical retreatment and 9.3% back on drug therapy due to recurrent LUTS due to BPH, and 7.1% having one or more implants removed. At five years, patients undergoing UroLift had a mean IPSS score of 13.9, mean IPSS-QoL score of 2.2 and mean Qmax of 12.0 ml s. Patients undergoing UroLift experienced the following at five years 13.6% surgical retreatment and 10.7% back on drug therapy due to recurrent LUTS due to BPH, and 9.3% having one or more implants removed. Water Vapor Therapy The Rez m System, or Rez m, is a water vapor therapy for the treatment of BPH. Rez m was granted 510(k) clearance by the U.S. FDA in 2015, following successful completion of the Rez m II Study. Rez m is indicated for patients with moderate-to-severe LUTS due to BPH with prostate sizes below 80 ml. Five-year data from this study has been published in April 2021 in the Journal of Urology. The Rez m II Study was designed as a prospective, multicenter, randomized, double-blinded controlled clinical trial. The study enrolled a total of 197 men randomized (136 water vapor therapy vs 61 sham) across 15 investigational sites. At baseline for patients undergoing water vapor therapy, the mean age was 63 years, the mean prostate size was 45.8 ml, the mean IPSS score was 22.0, the mean IPSS-QoL score was 4.4 and the mean Qmax was 9.9 ml s. At three years, patients undergoing water vapor therapy had a mean IPSS score of 10.5, mean IPSS-QoL score of 2.1 and mean Qmax of 13.2 ml s. Patients undergoing water vapor therapy experienced the following at three years 4.4% surgical retreatment and 3.7% back on drug therapy due to recurrent LUTS due to BPH. At five years, patients undergoing water vapor therapy had a mean IPSS score of 11.1, mean IPSS-QoL score of 2.2 and mean Qmax of 14.0 ml s. Patients undergoing water vapor therapy experienced the following at four years 4.4% surgical retreatment and 11.1% back on drug therapy due to recurrent LUTS due to BPH. Sales and Marketing Commercial Activities in the United States We designed our commercial strategy and built our direct sales team to target primarily urologists across the United States, who we believe represent the primary physician specialty managing the care of and receiving referrals for patients with BPH. We estimate that there are approximately 12,000 urologists who manage approximately 4.3 million BPH patients, comprised of 400,000 undergoing BPH surgery annually, 3.3 million who are on drug therapy and 600,000 who have tried but failed drug therapy. We are first focused on driving adoption of Aquablation therapy among urologists who perform hospital-based BPH resective surgery. We estimate that approximately 290,000 of the 400,000 annual BPH surgeries are resective procedures performed across approximately 2,700 hospitals. We are initially targeting 860 high-volume hospitals that perform, on average, more than 200 resective procedures annually and account for approximately 70% of all hospital-based resective procedures. Within each high-volume hospital, we are focused on targeting urologists who perform medium-to-high volumes of resective procedures and converting their resective cases to Aquablation therapy. As urologists gain experience with Aquablation therapy, we will leverage their experiences to capture more surgical volumes and establish Aquablation therapy as the surgical standard of care. We also intend to leverage our relationships with urologists to drive utilization of Aquablation therapy beyond the current surgical market. Over time, we will gradually expand our focus to also include mid- and low-volume hospitals. We primarily sell our products through our direct sales organization in the United States. As of June 30, 2021, we employed a Vice President of U.S. sales, a sales director and 24 sales professionals, including four sales managers, 10 robotic sales representatives and 10 Aquablation sales representatives, who focus on driving utilization. This team actively engages with providers to drive awareness, adoption and utilization of our Aquablation therapy. Our direct sales organization is supported by ten clinical specialists and professional education employees, who are responsible for training and supporting surgeons, two reimbursement specialists, who are responsible for customer and physician education on coding, coverage and payment, and two field service employees, who provide preventative maintenance and support for our customers. We intend to expand the size of our direct sales organization to support our efforts for adoption and utilization of Aquablation therapy. In addition to our direct sales efforts, we support our sales organization with marketing and market development initiatives. We plan to continue to expand and enhance our marketing capabilities to support our growing commercial organization and customer base. Our near-term marketing efforts center principally on increasing awareness and driving adoption of Aquablation therapy among urologists by continuing to publish clinical data in various industry and scientific journals, present our clinical data at various industry conferences, expand our network of KOLs and sponsor peer-to-peer education programs and proctorships. We believe these initiatives will further deepen our relationships with urologists and key medical societies, contributing to our goal of Aquablation therapy becoming the surgical standard of care for BPH surgery. Longer-term, as we expand our network of urologists and grow our installed base, we intend to increase awareness and brand recognition of Aquablation therapy beyond urologists, primarily among primary care physicians who manage BPH patients. To achieve this objective, we will invest in marketing initiatives directed at primary care physicians in order to optimize referral pathways and expand networks for BPH patients to visit a urologist. Once we have established a broader installed base of systems, we may seek to further increase patient awareness through various direct-to-patient marketing initiatives. Commercial Activities Outside of the United States Our commercialization strategy outside the United States is focused on large addressable markets through a broad range of market development activities, including increasing awareness, obtaining regulatory approvals and establishing reimbursement. We sell our products using both our direct sales organization and, in certain regions, our network of distribution partners. In EMEA, our direct sales organization is currently primarily focused on Germany, France, the United Kingdom, Switzerland and Austria. In other countries, such as Italy and Spain, we engage distribution partners to assist us with market development and sales activities. As of June 30, 2021, we employed 9 personnel to support sales and marketing activities in EMEA. We will opportunistically choose distribution partners with clinical and marketing expertise to enter new markets. We are focused on distribution partners that have the capability to assist with surgeon training and, when required, obtaining regulatory approvals. In the Asia-Pacific region, we are focused on obtaining local regulatory clearances with the assistance of our distribution partners in this region. We have regulatory approval in Hong Kong, where we are engaged with a distribution partner for market development activities. Third-Party Reimbursement In the United States, we sell our products to hospitals. These customers in turn bill various third-party payors, such as commercial payors and government agencies, for treatment payment of each patient. Our market access team includes four professionals who are focused on all key aspects of reimbursement, which include securing appropriate coding, payment and coverage policies for our products. This team focuses both on payer engagement as well as providing support to the providers. Coverage and reimbursement by governmental and third-party payors may depend upon a number of factors, including the determination that the product or service and its use or administration for a particular patient is a covered benefit safe, effective and medically necessary appropriate for the specific patient supported by guidelines established by the relevant professional societies cost-effective and neither experimental nor investigational. Third-party payors, whether foreign or domestic, or governmental or commercial, are developing increasingly sophisticated methods of controlling healthcare costs by limiting coverage and the amount of reimbursement for particular products. In addition, no uniform policy of coverage and reimbursement for procedures exists among third-party payors. Therefore, coverage and reimbursement for procedures can differ significantly from payor to payor. Obtaining coverage and reimbursement can be a time-consuming process that could require supporting scientific, clinical and cost-effectiveness data. Payors continually review new and existing technologies for possible coverage and can, without notice, deny or reverse coverage for new or existing products and procedures. Further, future coverage and reimbursement may be subject to increased restrictions, such as additional prior authorization requirements, both in the United States and in international markets. In addition, Medicare Administrative Contractors could issue a local coverage determination decision that could restrict the patients eligible for a treatment with our products. Third-party coverage and reimbursement may not be available or adequate in either the United States or international markets. Further, other BPH treatments may be more widely covered or subject to different co-pay policies and requirements, which could impact demand for our products. Coding and Payment Third-party payors require physicians and hospitals to identify the service for which they are seeking reimbursement by using Current Procedural Terminology, or CPT, codes, which are created and maintained by the American Medical Association, or AMA. The surgical treatment of BPH using Aquablation therapy is described by CPT code 0421T, which is the code describing transurethral waterjet ablation of the prostate, a Category III code published by the AMA in January 2017. In February 2021, the AMA approved an extension for CPT code 0421T through December 31, 2026. Physician reimbursement under Medicare generally is based on a defined fee schedule, the Physician Fee Schedule, through which payment amounts are determined by the relative values of the professional service rendered. Physician payment rates for Category III codes are determined by the MACs and vary from jurisdiction to jurisdiction. The payment to the surgeon using CPT code 0421T is similar to that for a TURP procedure. In addition to payment to the surgeon for professional services, Medicare provides reimbursement to our hospital customers for procedures under the hospital outpatient prospective payment system, or HOPPS, and inpatient prospective payment system, or IPPS. The HOPPS and IPPS provide bundled amounts generally intended to reimburse the hospital for all facility costs related to procedures performed in the hospital outpatient setting and inpatient setting, respectively. Under the HOPPS and IPPS, the national average Medicare payment to the hospital for this procedure is slightly more than $8,200 and $5,600, respectively, which includes payment for the hospitals costs for the device and procedure. Medicare also provides reimbursement for procedures performed in ASCs. The national average Medicare payment to an ASC for 0421T is approximately $4,000. Reimbursement rates from commercial payors vary depending on the commercial payor, contract terms, and other factors. As part of the 2020 Outpatient Prospective Payment System ruling, the CMS granted approval for a transitional pass-through, or TPT, payment for Aquablation therapy. TPT status is intended to encourage the use of newly FDA-approved medical devices, drugs, and biologics across all fields of medicine and to boost Medicare patients access to these innovative therapies by temporarily paying more than established facility fees. The TPT payment for Aquablation therapy is effective through December 31, 2022. Commercial Payor and Government Program Coverage A core pillar of our reimbursement strategy involves broadening our third-party payor coverage. We continue to have active discussions with commercial payors to establish positive national coverage policies by highlighting our compelling and robust clinical data, increased patient demand and support from leading medical societies and key opinion leaders. Approximately 32 commercial payors have reimbursed hospitals for the Aquablation procedure, although a number of commercial payors have adopted noncoverage policies for Aquablation therapy. We have secured positive coverage policies from two U.S. commercial payors at the national level Anthem Blue Cross Blue Shield and Humana. We have secured positive coverage policies from two commercial payors at the local and regional level, namely Blue Cross Blue Shield Massachusetts and EmblemHealth. As of December 27, 2020, all MACs cover procedures involving Aquablation therapy are covered for Medicare patients. We believe Medicare accounts for approximately 50% of all hospital-based resective BPH procedures performed in the United States. Prior Authorization Approval Process Our reimbursement strategy includes leveraging our market access team as advisors when needed to support in obtaining appropriate prior authorization approvals in advance of treatment. We believe we are highly effective in providing guidance to obtain prior authorizations when needed. Reimbursement Outside of the United States Outside of the United States, reimbursement levels vary significantly by country, and within some countries by region, as well as by payor type. Reimbursement is obtained from a variety of sources, including government sponsors, hospital budgets or private health insurance plans, or combinations thereof. Obtaining reimbursement is a key part of our market development strategy outside of the United States. We currently have established reimbursement in Germany, the United Kingdom, Spain and Italy are continuing to establish new, as well as more favorable, reimbursement. Research and Development We have established a dedicated research and development team, including 29 engineers as of June 30, 2021, with strong research and development capabilities in surgical robotics and imaging-enabled surgery as well as integrating hardware and software to create an exceptional user and patient experience. We believe our focus on this experience will allow us to continue to bring new upgrades, capabilities and products to market, allowing us to innovate and maintain our competitive positioning. To improve customer experience, we are continually innovating our technologies to support and improve Aquablation therapy to further satisfy the evolving needs of surgeons and their patients as well as to further enhance the usability and scalability of the AquaBeam Robotic System. We also plan to leverage our treatment data and software development capabilities to integrate artificial intelligence and machine-learning to enable computer-assisted anatomy recognition and improved treatment planning and personalization. In the future, we may evaluate the application of the AquaBeam Robotic System in new urologic conditions beyond BPH. For the years ended December 31, 2019 and 2020, and the six months ended June 30, 2020 and 2021, our research, development and clinical expenses were $13.1 million, $16.3 million, $7.8 million and $9.0 million, respectively. Manufacturing and Supply We directly manufacture the AquaBeam Robotic System, the handpiece, integrated scope and other accessories at our facility in Redwood City, California. This includes supporting the supply chain distribution and logistics of the various components. Components, sub-assemblies and services required to manufacture our products are purchased from numerous global suppliers. Each AquaBeam Robotic System is shipped to our customers with a third-party manufactured ultrasound system and probe. We utilize a well-known third-party logistics provider located in United States and the Netherlands to ship our products to our customers globally. While we do not believe we are substantially dependent on any suppliers, currently our principal suppliers include Shantou Institute of Ultrasonic Instruments Co. Ltd. (which manufactures our transrectal ultrasound set), Myriad Fiber Imaging Tech., Inc. (which manufactures our articulating arms), HydroCision, Inc. (which manufactures our pump cartridge contract), and Medical Targeting Technologies GmbH (which manufactures our integrated scope). Competition The industry in which we operate is subject to rapid change from the introduction of new products and technologies and other activities of industry participants. While we believe Aquablation therapy and the AquaBeam Robotic System provide us with a competitive advantage against other competing BPH treatment modalities, our currently marketed products are, and any future products we commercialize will be, subject to intense competition. Certain of our current and potential competitors may have significantly greater financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, regulatory approval, promotion, sale and support of their products. Our competitors may also have more extensive customer bases and broader customer relationships than we do, including relationships with our potential customers. In addition, many of these companies have longer operating histories and greater brand recognition than we do. Because of the size of the BPH market, we anticipate that companies will dedicate significant resources to developing competing products. We consider our primary competition to be resective surgical treatments. These include among others, those manufacturers producing devices for the TURP procedure and laser-based therapies marketed by Boston Scientific Corporation. We also believe we will eventually compete with non-resective and non-surgical treatments. The non-resective treatments include, among others, UroLift marketed by Teleflex Incorporated and Rezum marketed by Boston Scientific Corporation. Non-surgical treatments for BPH are primarily pharmaceuticals. The primary pharmaceutical products marketed to treat BPH include Flomax marketed by Boehringer Ingelheim, Rapaflow marketed by Allergan plc, Avodart marketed by GlaxoSmithKline plc, and Proscar marketed by Merck Co., Inc. We believe that the primary bases on which we compete include improved outcomes for patients product safety, efficacy, reliability and durability quality and volume of clinical data effective marketing to and education of patients, physicians and hospitals company, product and brand recognition sales force experience and access product support and service technological innovation, product enhancements and speed of innovation pricing and revenue strategies effectiveness of reimbursement teams and strategies regulatory status and speed to market and dedicated clinical representatives. We cannot assure you that we will be able to compete effectively against our competitors in regard to any one or all of these factors. Intellectual Property We rely on a combination of patent, copyright, trademark and trade secret laws and confidentiality and invention assignment agreements to protect our intellectual property rights. As of June 30, 2021, we had rights to 26 issued U.S. patents, expiring between 2028 and 2037, 70 issued foreign patents, expiring between 2028 and 2035, 36 pending U.S. patent applications, eight pending PCT applications, and 41 foreign patent applications. As of June 30, 2021, our rights to foreign issued patents include 10 granted Chinese patents, 18 granted Japanese patents and eight granted European patents, of which eight have been validated in Germany, seven in Spain, eight in France, eight in the United Kingdom, four in Ireland, and seven in Italy. As of June 30, 2021, our rights to foreign patent applications include 11 pending European applications, seven pending Chinese applications, six pending Japanese applications, nine pending Brazilian applications, and eight pending Indian applications. As of June 30, 2021, we have the rights to issued patents and pending patent applications directed to our current AquaBeam Robotic System, including nine issued U.S. patents and 31 foreign issued or granted patents. The nine issued U.S. patents, expiring between 2028 and 2034, include machine and process claims, with six issued patents directed to the hand-piece and three issued patents directed to the system. The 31 foreign issued patents, expiring between 2028 and 2034, include machine claims, with 22 issued patents directed to the hand-piece and nine issued patents directed to the system. The 31 foreign issued patents include three Chinese patents, seven Japanese patents, four German patents, three Spanish patents, four French patents, four United Kingdom patents, three Irish patents and three Italian patents. The remaining 17 of the 26 issued U.S. patents and the remaining 39 of the 70 foreign issued patents have machine and process claims directed to prostate treatments with laser energy, enulceation of the prostate, radiation therapy, cell sampling and hemostasis. There is no active patent litigation involving any of our patents and we have not received any notices of patent infringement As of June 30, 2021, we had 36 pending and registered trademark filings worldwide, some of which may provide trademark protection in multiple countries. We also rely, in part, upon unpatented trade secrets, know-how and continuing technological innovation, and may in the future rely upon licensing opportunities, to develop and maintain our competitive position. We protect our proprietary rights through a variety of methods, including confidentiality and assignment agreements with suppliers, employees, consultants and others who may have access to our proprietary information. Our pending patent applications may not result in issued patents, and we cannot assure you that any current or subsequently issued patents will protect our intellectual property rights or provide us with any competitive advantage. While there is no active litigation involving any of our patents or other intellectual property rights and we have not received any notices of patent infringement, we may be required to enforce or defend our intellectual property rights against third parties in the future. See the section titled Risk Factors Risks Related to Intellectual Property Matters for additional information regarding these and other risks related to our intellectual property portfolio and their potential effect on us. License Agreement with AquaBeam In 2008, we assigned to AquaBeam LLC, or AquaBeam, certain provisional patent applications, or AquaBeam Patent Applications, which have since issued as patents, and any future patent applications that claim priority to the AquaBeam Patent Applications, or AquaBeam Patents. AquaBeam is affiliated with Rodney Perkins, one of our co-founders and a member of our board of directors who will resign from the board effective immediately upon effectiveness of the registration statement of which this prospectus is a part, and Nikolai Aljuri, who holds more than 5% of our common stock. In September 2019, we entered into an amended and restated license agreement, or the AquaBeam License Agreement, with AquaBeam. Pursuant to the AquaBeam License Agreement, AquaBeam grants us a worldwide, exclusive (even as to AquaBeam), sublicensable, royalty-free license under the AquaBeam Patents and to all other patent rights owned by AquaBeam, which are filed on or before the earlier of October 28, 2021 and the date on which we are acquired by a third party, that claim certain technology related to delivering energy to tissues by directing a liquid fluid stream, or together with AquaBeam Patents, Licensed Patents, in the field of urology, or Field. Pursuant to the AquaBeam License Agreement, and subject to the terms therein, we grant AquaBeam a worldwide, exclusive (even as to us), sublicensable, royalty-free license under certain of our patents rights, which are filed on or before the earlier of October 28, 2021 and the date on which AquaBeam is acquired by a third party, that claim certain technology related to delivering energy to tissues by directing a liquid fluid stream, or PROCEPT Patents, outside the Field. No upfront payments or milestone payments (except for patent prosecution and maintenance costs) have been made or are otherwise required under the AquaBeam License Agreement. If AquaBeam desires to grant a license under the Licensed Patents to any third party outside the Field on or before the earlier of October 28, 2021 and the date on which AquaBeam is acquired by a third party, we have the first right to negotiate such license grant pursuant to the terms of the AquaBeam License Agreement. AquaBeam has the first right to prosecute and maintain the Licensed Patents and we have the right to step-in if AquaBeam declines or fails to prosecute or maintain any of the Licensed Patents. We have the first right to prosecute and maintain the PROCEPT Patents. We have the first right to enforce the Licensed Patents and the PROCEPT Patents if a third party infringes on any such patents in the Field, provided, if such third party infringes the Licensed Patents or the PROCEPT Patents both in and outside of the Field , or Cross-Field Infringement, and AquaBeam or any of its other licensees under the Licensed Patents or the PROCEPT Patents are developing or commercializing products that are covered by the infringed Licensed Patents or the PROCEPT Patents, then AquaBeam and we will discuss which party will control the enforcement action with respect to such Cross-Field Infringement. The AquaBeam License Agreement will remain in full force and effect on a country-by-country basis until the last to expire of the Licensed Patents and the PROCEPT Patents in such country. The expiration date of the last-to-expire of the Licensed Patents and PROCEPT Patents will not be earlier than 2037. The AquaBeam License Agreement may be terminated by either party in the event of uncured material breach by the other party that remains uncured for 90 days (or 30 days for payment related breaches), or bankruptcy of the other party. Government Regulation Our products and our operations are subject to extensive regulation by the FDA and other federal and state authorities in the United States, as well as comparable authorities in the EEA. Our products are subject to regulation as medical devices under the Federal Food, Drug, and Cosmetic Act, or FDCA, as implemented and enforced by the FDA. The FDA regulates the development, design, non-clinical and clinical research, manufacturing, safety, efficacy, labeling, packaging, storage, installation, servicing, recordkeeping, premarket clearance or approval, import, export, adverse event reporting, advertising, promotion, marketing and distribution, and import and export of medical devices to ensure that medical devices distributed domestically are safe and effective for their intended uses and otherwise meet the requirements of the FDCA. In addition to U.S. regulations, we are subject to a variety of regulations in the EEA governing clinical trials and the commercial sales and distribution of our products. Whether or not we have or are required to obtain FDA clearance or approval for a product, we will be required to obtain authorization before commencing clinical trials and to obtain marketing authorization or approval of our products under the comparable regulatory authorities of countries outside of the United States before we can commence clinical trials or commercialize our products in those countries. The approval process varies from country to country and the time may be longer or shorter than that required for FDA clearance or approval. FDA Premarket Clearance and Approval Requirements Unless an exemption applies, each medical device commercially distributed in the United States requires either FDA clearance of a 510(k) premarket notification or PMA approval. Under the FDCA, medical devices are classified into one of three classes Class I, Class II or Class III depending on the degree of risk associated with each medical device and the extent of manufacturer and regulatory control needed to ensure its safety and effectiveness. Class I includes devices with the lowest risk to the patient and are those for which safety and effectiveness can be assured by adherence to the FDA s General Controls for medical devices, which include compliance with the applicable portions of the QSR, facility registration and product listing, reporting of adverse medical events, and truthful and non-misleading labeling, advertising, and promotional materials. Class II devices are subject to the FDA s General Controls, and special controls as deemed necessary by the FDA to ensure the safety and effectiveness of the device. These special controls can include performance standards, post-market surveillance, patient registries and FDA guidance documents. While most Class I devices are exempt from the 510(k) premarket notification requirement, manufacturers of most Class II devices are required to submit to the FDA a premarket notification under Section 510(k) of the FDCA requesting permission to commercially distribute the device. The FDA s permission to commercially distribute a device subject to a 510(k) premarket notification is generally known as 510(k) clearance. Under the 510(k) process, the manufacturer must submit to the FDA a premarket notification demonstrating that the device is substantially equivalent to either a device that was legally marketed prior to May 28, 1976, the date upon which the Medical Device Amendments of 1976 were enacted, or another commercially available device that was cleared to through the 510(k) process. Devices deemed by the FDA to pose the greatest risks, such as life-sustaining, life-supporting or some implantable devices, or devices that have a new intended use, or use advanced technology that is not substantially equivalent to that of a legally marketed device, are placed in Class III, requiring are unclassified, but are subject to the FDA s premarket notification and clearance process in order to be commercially distributed. De Novo Classification Medical device types that the FDA has not previously classified as Class I, II or III are automatically classified into Class III regardless of the level of risk they pose. The Food and Drug Administration Modernization Act of 1997 established a new route to market for low to moderate risk medical devices that are automatically placed into Class III due to the absence of a predicate device, called the Request for Evaluation of Automatic Class III Designation, or the de novo classification procedure. This procedure allows a manufacturer whose novel device is automatically classified into Class III to request down-classification of its medical device into Class I or Class II on the basis that the device presents low or moderate risk, rather than requiring the submission and approval of a PMA application. Prior to the enactment of the Food and Drug Administration Safety and Innovation Act of 2012, or FDASIA, a medical device could only be eligible for de novo classification if the manufacturer first submitted a 510(k) pre-market notification and received a determination from the FDA that the device was not substantially equivalent. FDASIA streamlined the de novo classification pathway by permitting manufacturers to request de novo classification directly without first submitting a 510(k) pre-market notification to the FDA and receiving a not substantially equivalent determination. Under FDASIA, the FDA is required to classify the device within 120 days following receipt of the de novo application. If the manufacturer seeks reclassification into Class II, the manufacturer must include a draft proposal for special controls that are necessary to provide a reasonable assurance of the safety and effectiveness of the medical device. In addition, the FDA may reject the reclassification petition if it identifies a legally marketed predicate device that would be appropriate for a 510(k) or determines that the device is not low to moderate risk or that general controls would be inadequate to control the risks and special controls cannot be developed. Our currently marketed AquaBeam Robotic System is a Class II device, which was initially granted marketing authorization pursuant to a de novo classification. We have subsequently received FDA clearance of a 510(k) pre-market notification for modifications to the AquaBeam Robotic System where we used the initially authorized device as the predicate device for our more recent 510(k) clearance. PMA Approval Pathway Class III devices require PMA approval before they can be marketed although some pre-amendment Class III devices for which the FDA has not yet required a PMA are cleared through the 510(k) process. The PMA process is more demanding than the 510(k) premarket notification process. In a PMA, the manufacturer must demonstrate that the device is safe and effective, and the PMA must be supported by extensive data, including data from preclinical studies and human clinical trials. The PMA must also contain a full description of the device and its components, a full description of the methods, facilities and controls used for manufacturing, and proposed labeling. Following receipt of a PMA, the FDA determines whether the application is sufficiently complete to permit a substantive review. If the FDA accepts the application for review, it has 180 days under the FDCA to complete its review of a PMA, although in practice, the FDA s review often takes significantly longer, and can take up to several years. An advisory panel of experts from outside the FDA may be convened to review and evaluate the application and provide recommendations to the FDA as to the approvability of the device. The FDA may or may not accept the panel s recommendation. In addition, the FDA will generally conduct a preapproval inspection of the applicant or its third-party manufacturers or suppliers manufacturing facility or facilities to ensure compliance with the Quality System Regulation, or QSR. PMA applications are also subject to the payment of user fees, which for fiscal year 2021 includes a standard application fee of $365,657. The FDA will approve the new device for commercial distribution if it determines that the data and information in the PMA constitute valid scientific evidence and that there is reasonable assurance that the device is safe and effective for its intended use(s). The FDA may approve a PMA with post-approval conditions intended to ensure the safety and effectiveness of the device, including, among other things, restrictions on labeling, promotion, sale and distribution, and collection of long-term follow-up data from patients in the clinical study that supported PMA approval or requirements to conduct additional clinical studies post-approval. The FDA may condition PMA approval on some form of post-market surveillance when deemed necessary to protect the public health or to provide additional safety and efficacy data for the device in a larger population or for a longer period of use. In such cases, the manufacturer might be required to follow certain patient groups for a number of years and to make periodic reports to the FDA on the clinical status of those patients. Failure to comply with the conditions of approval can result in material adverse enforcement action, including withdrawal of the approval. Certain changes to an approved device, such as changes in manufacturing facilities, methods, or quality control procedures, or changes in the design performance specifications, which affect the safety or effectiveness of the device, require submission of a PMA supplement. PMA supplements often require submission of the same type of information as a PMA, except that the supplement is limited to information needed to support any changes from the device covered by the original PMA and may not require as extensive clinical data or the convening of an advisory panel. Certain other changes to an approved device require the submission of a new PMA, such as when the design change causes a different intended use, mode of operation, and technical basis of operation, or when the design change is so significant that a new generation of the device will be developed, and the data that were submitted with the original PMA are not applicable for the change in demonstrating a reasonable assurance of safety and effectiveness. Clinical Trials Clinical trials are almost always required to support a PMA and are sometimes required to support a 510(k) submission. All clinical investigations of investigational devices to determine safety and effectiveness must be conducted in accordance with the FDA s investigational device exemption, or IDE, regulations which govern investigational device labeling, prohibit promotion of the investigational device, and specify an array of recordkeeping, reporting and monitoring responsibilities of study sponsors and study investigators. If the device presents a significant risk to human health, as defined by the FDA, the FDA requires the device sponsor to submit an IDE application to the FDA, which must become effective prior to commencing human clinical trials. A significant risk device is one that presents a potential for serious risk to the health, safety or welfare of a patient and either is implanted, used in supporting or sustaining human life, substantially important in diagnosing, curing, mitigating or treating disease or otherwise preventing impairment of human health, or otherwise presents a potential for serious risk to a subject. An IDE application must be supported by appropriate data, such as animal and laboratory test results, showing that it is safe to test the device in humans and that the testing protocol is scientifically sound. The IDE will automatically become effective 30 days after receipt by the FDA unless the FDA notifies the company that the investigation may not begin. If the FDA determines that there are deficiencies or other concerns with an IDE for which it requires modification, the FDA may permit a clinical trial to proceed under a conditional approval. Regardless of the degree of risk presented by the medical device, clinical studies must be approved by, and conducted under the oversight of, an Institutional Review Board, or IRB, for each clinical site. The IRB is responsible for the initial and continuing review of the IDE, and may impose additional requirements for the conduct of the study. If an IDE application is approved by the FDA and one or more IRBs, human clinical trials may begin at a specific number of investigational sites with a specific number of patients, as approved by the FDA. If the device presents a non-significant risk to the patient, a sponsor may begin the clinical trial after obtaining approval for the trial by one or more IRBs without separate approval from the FDA, but must still follow abbreviated IDE requirements, such as monitoring the investigation, ensuring that the investigators obtain informed consent, and labeling and record-keeping requirements. Acceptance of an IDE application for review does not guarantee that the FDA will allow the IDE to become effective and, if it does become effective, the FDA may or may not determine that the data derived from the trials support the safety and effectiveness of the device or warrant the continuation of clinical trials. An IDE supplement must be submitted to, and approved by, the FDA before a sponsor or investigator may make a change to the investigational plan that may affect its scientific soundness, study plan or the rights, safety or welfare of human subjects. During a study, the sponsor is required to comply with the applicable FDA requirements, including, for example, trial monitoring, selecting clinical investigators and providing them with the investigational plan, ensuring IRB review, adverse event reporting, record keeping and prohibitions on the promotion of investigational devices or on making safety or effectiveness claims for them. The clinical investigators in the clinical study are also subject to FDA regulations and must obtain patient informed consent, rigorously follow the investigational plan and study protocol, control the disposition of the investigational device, and comply with all reporting and recordkeeping requirements. Additionally, after a trial begins, we, the FDA or the IRB could suspend or terminate a clinical trial at any time for various reasons, including a belief that the risks to study subjects outweigh the anticipated benefits. Post-Market Regulation After a device is cleared or approved for marketing, numerous and pervasive regulatory requirements continue to apply. These include establishment registration and device listing with the FDA QSR requirements, which require manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of the design and manufacturing process labeling and marketing regulations, which require that promotion is truthful, not misleading, fairly balanced and provide adequate directions for use and that all claims are substantiated, and also prohibit the promotion of products for unapproved or off-label uses and impose other restrictions on labeling FDA guidance on off-label dissemination of information and responding to unsolicited requests for information clearance or approval of product modifications to 510(k)-cleared devices that could significantly affect safety or effectiveness or that would constitute a major change in intended use of one of our cleared devices, or approval of a supplement for certain modifications to PMA devices medical device reporting regulations, which require that a manufacturer report to the FDA if a device it markets may have caused or contributed to a death or serious injury, or has malfunctioned and the device or a similar device that it markets would be likely to cause or contribute to a death or serious injury, if the malfunction were to recur correction, removal and recall reporting regulations, which require that manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a risk to health complying with the new federal law and regulations requiring Unique Device Identifiers, or UDI, on devices and also requiring the submission of certain information about each device to the FDA s Global Unique Device Identification Database, or GUDID the FDA s recall authority, whereby the agency can order device manufacturers to recall from the market a product that is in violation of governing laws and regulations and post-market surveillance activities and regulations, which apply when deemed by the FDA to be necessary to protect the public health or to provide additional safety and effectiveness data for the device. Manufacturing processes for medical devices are required to comply with the applicable portions of the QSR, which cover the methods and the facilities and controls for the design, manufacture, testing, production, processes, controls, quality assurance, labeling, packaging, distribution, installation and servicing of finished devices intended for human use. The QSR also requires, among other things, maintenance of a device master file, device history file, and complaint files. As a manufacturer, our facilities, records and manufacturing processes are subject to periodic scheduled or unscheduled inspections by the FDA. Our failure to maintain compliance with the QSR or other applicable regulatory requirements could result in the shut-down of, or restrictions on, our manufacturing operations and the recall or seizure of our products. The discovery of previously unknown problems with any of our products, including unanticipated adverse events or adverse events of increasing severity or frequency, whether resulting from the use of the device within the scope of its clearance or off-label by a physician in the practice of medicine, could result in restrictions on the device, including the removal of the product from the market or voluntary or mandatory device recalls. The FDA has broad regulatory compliance and enforcement powers. If the FDA determines that we failed to comply with applicable regulatory requirements, it can take a variety of compliance or enforcement actions, which may result in any of the following sanctions warning letters, untitled letters, fines, injunctions, consent decrees and civil penalties recalls, withdrawals, or administrative detention or seizure of our products operating restrictions or partial suspension or total shutdown of production refusing or delaying requests for 510(k) marketing clearance or PMA approvals of new products or modified products withdrawing 510(k) clearances or PMA approvals that have already been granted refusal to grant export or import approvals for our products or criminal prosecution. Regulation of Medical Devices in the EEA There is currently no premarket government of medical devices in the EEA (which is comprised of the 28 Member States of the EU plus Norway, Liechtenstein and Iceland). However, all medical devices placed on the market in the EEA must meet the relevant essential requirements laid down in Annex I of Directive 93 42 EEC concerning medical devices, or the Medical Devices Directive, and the regulations laid down in the 2017 745, or the Medical Device Regulations. There is also a directive specifically addressing Active Implantable Medical Devices (Directive 90 385 EEC). The most fundamental essential requirement is that a medical device must be designed and manufactured in such a way that it will not compromise the clinical condition or safety of patients, or the safety and health of users and others. In addition, the device must achieve the performances intended by the manufacturer and be designed, manufactured and packaged in a suitable manner. The European Commission has adopted various standards applicable to medical devices. These include standards governing common requirements, such as sterilization and safety of medical electrical equipment, and product standards for certain types of medical devices. There are also harmonized standards relating to design and manufacture. While not mandatory, compliance with these standards is viewed as the easiest way to satisfy the essential requirements as a practical matter. Compliance with a standard developed to implement an essential requirement also creates a rebuttable presumption that the device satisfies that essential requirement. To demonstrate compliance with the essential requirements laid down in Annex I to the Medical Devices Directive, medical device manufacturers must undergo a conformity assessment procedure, which varies according to the type of medical device and its classification. Conformity assessment procedures require an assessment of available clinical evidence, literature data for the product and post-market experience in respect of similar products already marketed. Except for low-risk medical devices (Class I non-sterile, non-measuring devices), where the manufacturer can self-declare the conformity of its products with the essential requirements (except for any parts which relate to sterility or metrology), a conformity assessment procedure requires the intervention of a Notified Body. Notified bodies are often separate entities and are authorized or licensed to perform such assessments by government authorities. The notified body would typically audit and examine a product s technical dossiers and the manufacturers quality system. If satisfied that the relevant product conforms to the relevant essential requirements, the notified body issues a certificate of conformity, which the manufacturer uses as a basis for its own declaration of conformity. The manufacturer may then apply the CE Mark to the device, which allows the device to be placed on the market throughout the EEA. Once the product has been placed on the market in the EEA, the manufacturer must comply with requirements for reporting incidents and field safety corrective actions associated with the medical device. In order to demonstrate safety and efficacy for their medical devices, manufacturers must conduct clinical investigations in accordance with the requirements of Annex X to the Medical Devices Directive, Annex 7 of the Active Implantable Medical Devices Directive, and applicable European and International Organization for Standardization standards, as implemented or adopted in the EEA member states. Clinical trials for medical devices usually require the approval of an ethics review board and approval by or notification to the national regulatory authorities. Both regulators and ethics committees also require the submission of serious adverse event reports during a study and may request a copy of the final study report. On May 25, 2017 the new Medical Devices Regulation, or 2017 745 or MDR, was adopted by the European Parliament, which repeals and replaces the EU Medical Devices Directive and the Active Implantable Medical Devices Directive. Following its entry into application on May 26, 2021, the MDR will introduce substantial changes to the obligations with which medical device manufacturers must comply in the EU. High risk medical devices will be subject to additional scrutiny during the conformity assessment procedure. Unlike directives, which must be implemented into the national laws of the EEA member states, the regulations would be directly applicable, i.e., without the need for adoption of EEA member state laws implementing them, in all EEA member states and are intended to eliminate current differences in the regulation of medical devices among EEA member States. The Medical Devices Regulation, among other things, is intended to establish a uniform, transparent, predictable and sustainable regulatory framework across the EEA for medical devices and ensure a high level of safety and health while supporting innovation. On the effective date, May 26, 2021, the new regulations will among other things strengthen the rules on placing devices on the market and reinforce surveillance once they are available establish explicit provisions on manufacturers responsibilities for the follow-up of the quality, performance and safety of devices placed on the market improve the traceability of medical devices throughout the supply chain to the end-user or patient through a unique identification number set up a central database to provide patients, healthcare professionals and the public with comprehensive information on products available in the EU strengthened rules for the assessment of certain high-risk devices, such as implants, which may have to undergo an additional check by experts before they are placed on the market. We are subject to regulations and product registration requirements in many foreign countries in which we may sell our products, including in the areas of design, development, manufacturing and testing product standards product safety product safety reporting marketing, sales and distribution packaging and storage requirements labeling requirements content and language of instructions for use clinical trials record keeping procedures advertising and promotion recalls and field corrective actions post-market surveillance, including reporting of deaths or serious injuries and malfunctions that, if they were to recur, could lead to death or serious injury import and export restrictions tariff regulations, duties and tax requirements registration for reimbursement and necessity of testing performed in country by distributors for licensees. The time required to obtain clearance required by foreign countries may be longer or shorter than that required for FDA clearance, and requirements for licensing a product in a foreign country may differ significantly from FDA requirements. We expect this revised regulation to include further controls and requirements on the following activities high level of request for premarket clinical evidence for high risk devices increased scrutiny of technical files for implantable devices monitoring of notified bodies, by independent auditors increased requirements regarding vigilance and product traceability (specifically related to labeling requirements) and increased regulation for non-traditional roles such as importer and distributor. Federal, State and Foreign Fraud and Abuse and Physician Payment Transparency Laws In addition to FDA restrictions on marketing and promotion of drugs and devices, other federal and state laws restrict our business practices. These laws include, without limitation, foreign, federal, and state anti-kickback and false claims laws, as well as transparency laws regarding payments or other items of value provided to healthcare providers. The federal Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind to induce or in return for purchasing, leasing, ordering or arranging for or recommending the purchase, lease or order of any good, facility, item or service reimbursable, in whole or in part, under Medicare, Medicaid or other federal healthcare programs. The term remuneration has been broadly interpreted to include anything of value, including stock, stock options, and the compensation derived through ownership interests. Although there are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution, the exceptions and safe harbors are drawn narrowly. Our arrangements with physicians, hospitals and other persons or entities who are in a position to refer may not fully meet the stringent criteria specified in the various safe harbors. Practices that involve remuneration that may be alleged to be intended to induce prescribing, purchases or recommendations may be subject to scrutiny if they do not qualify for an exception or safe harbor. Failure to meet all of the requirements of a particular applicable statutory exception or regulatory safe harbor does not make the conduct per se illegal under the federal Anti-Kickback Statute. Instead, the legality of the arrangement will be evaluated on a case-by-case basis based on a cumulative review of all its facts and circumstances. Several courts have interpreted the statute s intent requirement to mean that if any one purpose of an arrangement involving remuneration is to induce referrals of federal healthcare covered business, the federal Anti-Kickback Statute has been violated. In addition, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. Moreover, a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal civil False Claims Act (described below). Violations of the federal Anti-Kickback Statute may result in significant civil monetary penalties for each violation, plus up to three times the remuneration involved. Civil penalties for such conduct can further be assessed under the federal False Claims Act. Violations can also result in criminal penalties, including significant criminal fines and imprisonment, as well as exclusion from participation in government healthcare programs, including Medicare and Medicaid. Liability under the federal Anti-Kickback Statute may also arise because of the intentions or actions of the parties with whom we do business. Conduct and business arrangements that do not fully satisfy one of these safe harbor provisions may result in increased scrutiny by government enforcement authorities. The majority of states also have anti-kickback laws which establish similar prohibitions and, in some cases, may apply more broadly to items or services covered by any third-party payor, including commercial insurers and self-pay patients. The federal civil False Claims Act prohibits, among other things, any person or entity from knowingly presenting, or causing to be presented, a false or fraudulent claim for payment of government funds or knowingly making, using or causing to be made or used a false record or statement material to a false or fraudulent claim to the federal government. In addition, private parties may initiate qui tam whistleblower lawsuits against any person or entity under the federal civil False Claims Act in the name of the government and share in the proceeds of any monetary recovery. Penalties for federal civil False Claim Act violations include penalties for each false claim, plus up to three times the amount of damages sustained by the federal government and, most critically, may provide the basis for exclusion from the federally funded healthcare program. There are also criminal penalties for making or presenting of a claim to the government knowing such claim to be false, fictitious or fraudulent. HIPAA created additional federal criminal statutes that prohibit among other actions, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, knowingly and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare offense, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. Many foreign countries have similar laws relating to healthcare fraud and abuse. Foreign laws and regulations may vary greatly from country to country. For example, the advertising and promotion of our products is subject to EU Directives concerning misleading and comparative advertising and unfair commercial practices, as well as other EEA Member State legislation governing the advertising and promotion of medical devices. These laws may limit or restrict the advertising and promotion of our products to the general public and may impose limitations on our promotional activities with healthcare professionals. Additionally, there has been a recent trend of increased foreign, federal, and state regulation of payments and transfers of value provided to healthcare professionals or entities. The federal Physician Payments Sunshine Act requires manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid, or the Children s Health Insurance Program to report annually to the CMS, information related to payments or and other transfers of value made to physicians (currently defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, and requires applicable manufacturers to report annually to CMS ownership and investment interests held by physicians and their immediate family members and payments or other transfers of value to such physician owners. Beginning in 2022, applicable manufacturers also will be required to report information regarding payments and transfers of value provided (beginning in 2021) to physician assistants, nurse practitioners, clinical nurse specialists, certified nurse anesthetists, anesthesiology assistants and certified nurse-midwives. Certain foreign countries and U.S. states also mandate implementation of commercial compliance programs, impose restrictions on device manufacturer marketing practices and require tracking and reporting of gifts, compensation and other remuneration to healthcare professionals and entities. Healthcare Reform Measures In the United States, there have been, and may continue to be, a number of legislative and regulatory changes to the healthcare system. Federal and state lawmakers regularly propose and, at times, enact legislation that would result in significant changes to the healthcare system, some of which are intended to contain or reduce the costs of medical products and services. By way of example, in the United States, the ACA was enacted in March 2010 and substantially changed the way healthcare is financed by both governmental and private insurers, and significantly impacts our industry. The ACA contained a number of provisions, including those governing enrollment in federal healthcare programs, reimbursement changes and fraud and abuse measures, all of which have impacted existing government healthcare programs and will result in the development of new programs. Since its enactment, there have been judicial, executive and Congressional challenges to certain aspects of the ACA. On June 17, 2021, the Supreme Court ruled that states and individuals lacked standing to challenge the constitutionality of the ACA s individual mandate, post-repeal of its associated tax penalty. Additionally, President Biden issued an executive order that initiated a special enrollment period for purposes of obtaining health insurance coverage through the ACA marketplace, which began on February 15, 2021 and will remain open through August 15, 2021. The executive order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare, including among others, reexamining Medicaid demonstration projects and waiver programs that include work requirements, and policies that create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the ACA. Additional legislative changes, regulatory changes and judicial challenges related to the ACA remain possible. We cannot predict what effect further changes related to the ACA, including under the Biden administration, will have on our business. In addition, other legislative changes have been proposed and adopted since the ACA was enacted. For example, the Budget Control Act of 2011, among other things, and in connection with subsequent legislation, reduced CMS Medicare payments to providers of, on average, 2% per fiscal year, which went into effect on April 1, 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through 2030, with the exception of a temporary suspension from May 1, 2020 through December 31, 2021, unless additional Congressional action is taken. Additionally, the American Taxpayer Relief Act of 2012, among other things, further reduced Medicare payments to several categories of healthcare providers, including hospitals, and increased the statute of limitations period for the government to recover Medicare overpayments to providers from three to five years. The current presidential administration and Congress may continue to pursue significant changes to the current healthcare laws. Data Privacy and Security Laws Numerous state, federal and foreign laws, including consumer protection laws and regulations, govern the collection, dissemination, use, access to, confidentiality and security of personal information, including health-related information. In the United States, numerous federal and state laws and regulations, including data breach notification laws, health information privacy and security laws, including HIPAA, and federal and state consumer protection laws and regulations (e.g., Section 5 of the FTC Act), that govern the collection, use, disclosure, and protection of health-related and other personal information could apply to our operations or the operations of our partners. For example, HIPAA, as amended by HITECH, and their implementing regulations, impose obligations, including mandatory contractual terms, on certain covered healthcare providers, health plans, and healthcare clearinghouses and their respective business associates and covered subcontractors that perform services for them that involve the use, or disclosure of, individually identifiable health information with respect to safeguarding the privacy, security and transmission of individually identifiable health information. In addition, certain state and non-U.S. laws, such as the CCPA, the CPRA and the GDPR, govern the privacy and security of personal information, including health-related information in certain circumstances, some of which are more stringent than HIPAA and many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts. Failure to comply with these laws, where applicable, can result in the imposition of significant civil and or criminal penalties and private litigation. Privacy and security laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can result in investigations, proceedings, or actions that lead to significant civil and or criminal penalties and restrictions on data processing. Anti-Bribery and Corruption Laws Our U.S. operations are subject to the FCPA. We are required to comply with the FCPA, which generally prohibits covered entities and their employees, agents and intermediaries from engaging in bribery or authorizing, promising, providing, or offering, directly or indirectly, anything of value to foreign officials for the purpose of obtaining or retaining business or other benefits. In addition, the FCPA imposes accounting standards and requirements on publicly traded U.S. corporations and their foreign affiliates, which requires such companies to maintain complete and accurate books and records and maintain a system of internal accounting controls. We also are subject to similar anticorruption laws and regulations implementing the Organization for Economic Co-operation and Development s Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. Facilities Our principal office is located at 900 Island Drive, Redwood City, California, where we lease approximately 43,485 square feet of office space. We lease this space under a lease that terminates on October 29, 2023. We intend to add new facilities as we add employees, and we believe that suitable additional or substitute space will be available as needed to accommodate any such expansion of our operations. Employees and Human Capital Resources As of June 30, 2021, we had 205 employees. None of our employees is subject to a collective bargaining agreement or represented by a trade or labor union. We consider our relationship with our employees to be good. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees. The principal purposes of our equity incentive plans are to attract, retain and motivate selected employees, consultants and directors through the granting of stock-based compensation awards and cash-based performance bonus awards. Legal Proceedings From time to time, we may be involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, in the opinion of management, would have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity and reputation harm, and other factors. MANAGEMENT Executive Officers and Directors The following table sets forth information about our executive officers and directors, including their ages as of July 31, 2021. NameAgePosition Executive Officers and Employee Directors Reza Zadno, Ph.D.66President, Chief Executive Officer and Director Kevin Waters44SVP, Chief Financial Officer Alaleh Nouri42SVP, General Counsel Corporate Secretary Hisham Shiblaq46SVP, Global Commercialization Non-Employee Directors Frederic Moll, M.D.(4) 69Director and Chair of the Board Antal Desai(3)(4) 43Director Amy Dodrill(2)(3) 48Director Taylor Harris(2) 45Director Thomas Krummel, M.D.(3) 69Director Rodney Perkins, M.D.(1) 86Director Colby Wood(2)(4) 50Director __________________ (1)Dr. Perkins will be resigning from our board of directors immediately upon effectiveness of the registration statement of which this prospectus is a part. (2)Member of the audit committee. (3)Member of the compensation committee. (4)Member of the nominating and corporate governance committee. Executive Officers and Employee Directors Reza Zadno, Ph.D. Dr. Zadno has served as our President and Chief Executive Officer and a member of our board of directors since February 2020. He previously served as President and Chief Executive Officer of Avedro, Inc., a healthcare company, from September 2016 to November 2019, where he also served as a member of the board of directors from September 2016 to November 2020. Dr. Zadno also previously served as Innovation Advisor and Venture Partner at InterWest Partners, a venture capital firm, from January 2012 to January 2018. Dr. Zadno has also served on the boards of directors of Invuity, Inc. from January 2013 to June 2017, where he was a member of the audit committee, and Carbylan Therapeutics, Inc. from June 2013 to November 2016, where he was a member of the audit committee, in addition to a number of private companies. Dr. Zadno received both a Ph.D. and an M.Sc. in Mechanical Properties of Materials from Ecole Nationale Superieure des Mines de Paris. We believe that Dr. Zadno is qualified to serve on our board of directors based on his understanding of our business and operations and perspective as our Chief Executive Officer and President. Kevin Waters. Mr. Waters has served as our SVP, Chief Financial Officer since October 2018. He previously served as Chief Financial Officer at Accuray Incorporated, a radiation oncology company, from September 2015 to October 2018, and as its SVP, Finance from October 2013 to August 2015. Mr. Waters received a B.S. in Business Administration, with a double concentration in Accounting and Finance from Cal Poly San Luis Obispo. Alaleh Nouri. Ms. Nouri has served as our SVP, General Counsel Corporate Secretary since July 2018. She previously served as Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer at Accuray Incorporated, a radiation oncology company, from February 2014 to July 2018. Ms. Nouri received a J.D. from U.C. Hastings College of Law and a Bachelor of Commerce in International Business and also completed the requirements for a Finance specialization from the University of British Columbia. Hisham Shiblaq. Mr. Shiblaq has served as our SVP, Global Commercialization since March 2019. He previously served as Vice President of Commercial Operations at Invuity, Inc., a medical device company, from January 2017 to January 2019 and as Vice President of Sales at Analogic Corporation from June 2016 to January 2017. Mr. Shiblaq received a B.A. in Psychology from Ohio State University. Non-Employee Directors Frederic Moll, M.D. Dr. Moll has served as a member of our board of directors since August 2011 and has served as Chair since March 2021. Since April 2019, Dr. Moll has served as Chief Development Officer for Johnson Johnson Medical Devices Companies. Dr. Moll was also a co-founder, and, from September 2012 to 2019, was the Chairman and Chief Executive Officer of Auris Health, Inc. Dr. Moll is also the Founding Partner of Sonder Capital Management, LLC, a healthcare venture capital investment firm. Dr. Moll previously served as member and as Chairman of the board of Restoration Robotics, Inc., from November 2002 until its merger with Venus Concept in November 2019. He has also served on the boards of Shockwave Medical, Inc., since March 2011, where he is a member of the nominating and corporate governance committee, INSIGHTEC Ltd., since June 2020, where he is a member of the audit committee, and Lux Health Tech Acquisition Corp., since June 2020, where he is a member of the audit committee, and he previously served on the board of directors at IntersectENT, Inc. from March 2010 to February 2021, where he was a member of the nominating and corporate governance committee. Dr. Moll received a B.A. in economics from the University of California at Berkeley, an M.S. in management from Stanford University and an M.D. from the University of Washington. We believe Dr. Moll s deep experience in the healthcare sector and his medical background and experience provide him with the qualifications and skills to serve on our board of directors. Antal Desai. Mr. Desai has served as a member of our board of directors since June 2015. Mr. Desai joined Cardinal Investment Company, Inc. in September 2004, the predecessor firm to CPMG, Inc., an investment firm that invests in publicly-traded and private companies globally, were he currently serves as a Partner. Mr. Desai is a director at several private companies. Mr. Desai received both a B.S. in Economics and an M.B.A. from the Wharton School at the University of Pennsylvania. We believe Mr. Desai is qualified to serve on our board of directors due to his experience as a director of several companies and his experience investing in publicly-traded companies in the healthcare industry. Amy Dodrill. Ms. Dodrill has served as a member of our board of directors since June 2021. Ms. Dodrill has worked at Hillrom Holdings, Inc., a company specializing in medical device innovation, since October 2012. During her time at Hillrom, Ms. Dodrill has held various positions including President of Global Surgical, Vice President and General Manager of the US Surgical Division and Vice President and General Manager of Trumpf Medical Surgical Solutions NA. Ms. Dodrill holds a B.S. from Johns Hopkins University. We believe Ms. Dodrill is qualified to serve on our board of directors because of her expertise in managing medical device companies. Taylor Harris. Mr. Harris has served as a member of our board of directors since December 2020. Mr. Harris served as the Chief Financial Officer for MyoKardia, Inc., a clinical-stage biopharmaceutical company, from April 2018 until that company's acquisition by Bristol Myers Squibb in November 2020. Previously, Mr. Harris served as Senior Vice President and Chief Financial Officer of Zeltiq Aesthetics, Inc., a company that markets and licenses devices used for cryolipolysis procedures, from March 2016 until that company s acquisition by Allergan plc. in April 2017. Mr. Harris has served as a member of the board of directors of HealthCor Catalio Acquisition Company, where he is also a member of the audit committee, since January 2021. Mr. Harris holds a B.A. in Physics and Economics from the University of North Carolina at Chapel Hill. We believe that Mr. Harris is qualified to serve on our board of directors because of his extensive finance, accounting and operations experience and experience in managing medical device companies. Thomas Krummel M.D. Dr. Krummel has served as a member of our board of directors since December 2010. Since October 1998, Dr. Krummel has been a professor at Stanford University and has served as Venture Partner at Sant Ventures, an early stage medical technology investment firm, since March 2021. He has been a member of the board of directors of California Water Service Group since July 2010, where he serves as a member of the Nominating Corporate Governance committee and serves as Chair of the Compensation committee, in addition to a number of private companies. Dr. Krummel received a B.S. in Chemistry from University of Wisconsin at Parkside and an M.D. from the Medical College of Wisconsin. We believe Dr. Krummel is qualified to serve on our board of directors due to his expertise with medical, public health and science issues. Rodney Perkins, M.D. Dr. Perkins is one of our co-founders and will be resigning from our board of directors immediately upon effectiveness of the registration statement of which this prospectus forms a part after having served as a member of our board of directors since April 2007. Dr. Perkins previously served as our Chairman of the Board from May 2007 to March 2021. Dr. Perkins is an internationally known surgeon who has participated actively in the development of multiple successful medical device companies. Dr. Perkins holds an M.D. from The Indiana University and completed his surgical residency at The Stanford University School of Medicine. We believe that Dr. Perkins is qualified to serve on our board of directors because of his extensive experience with medical technology companies and the historical knowledge and continuity he brings to our board of directors. Colby Wood. Mr. Wood has served as a member of our board of directors since February 2014. Since March 2018, Mr. Wood has been a Managing Partner at Sonder Capital Management, LLC, a healthcare venture capital investment firm. Prior to this, Mr. Wood was a Portfolio Manager and Equity Analyst at Oechsle International Advisors, Ltd., an international investment advisors, from December 2011 to December 2017. Mr. Wood currently serves on the board of directors for two private companies. Mr. Wood received his B.A. in English from University of Delaware and M.B.A. from F.W. Olin Graduate School of Business at Babson College. We believe Mr. Wood is qualified to serve on our board of directors because of his financial expertise and deep knowledge of the healthcare industry. Family Relationships There are no family relationships among any of our executive officers or directors. Composition of the Board of Directors after This Offering Our business and affairs are managed under the direction of the board of directors. Our board of directors will consist of seven directors. In accordance with our amended and restated certificate of incorporation, each of which will be in effect upon the closing of this offering, our board of directors will be divided into three classes with staggered three year terms. At each annual meeting of stockholders after the initial classification, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. Our directors will be divided among three classes as follows the Class I directors will be Thomas Krummel and Colby Wood, and their terms will expire at the annual meeting of stockholders to be held in 2022 the Class II directors will be Frederic Moll and Antal Desai, and their terms will expire at the annual meeting of stockholders to be held in 2023 and the Class III directors will be Amy Dodrill, Reza Zadno and Taylor Harris, and their terms will expire at the annual meeting of stockholders to be held in 2024. This classification of our board of directors may have the effect of delaying or preventing changes in control of our Company. Director Independence We have applied to have our common stock listed on the Nasdaq Global Market. Under the rules of the Nasdaq Global Market, independent directors must comprise a majority of a listed company s board of directors within a specified period of the completion of this offering. In addition, rules require that, subject to specified exceptions, each member of a listed company s audit, compensation, and nominating and corporate governance committees be independent. Under these rules, a director will only qualify as an independent director if, in the opinion of that company s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries. We intend to satisfy the audit committee independence requirements of Rule 10A-3 as of the closing of this offering. In connection with this offering, our board of directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our board of directors determined that Frederic Moll, Antal Desai, Amy Dodrill, Taylor Harris, Thomas Krummel and Colby Wood are independent directors as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the Nasdaq Global Market, representing six of our seven directors. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director s business and personal activities and current and prior relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each non-employee director and any transactions involving them described in the section titled Certain Relationships and Related Party Transactions. Committees of the Board of Directors Upon consummation of this offering, our board of directors will have the following committees the audit committee, the compensation committee and the nominating and corporate governance committee. From time to time, our board of directors may also establish any other committees that it deems necessary or desirable. Audit Committee. Upon consummation of this offering, we expect to have an audit committee consisting of Mr. Harris, as chair and Ms. Dodrill and Mr. Wood. Rule 10A-3 of the Exchange Act requires us to have one independent audit committee member upon the listing of our common stock, a majority of independent directors on our audit committee within 90 days of the effective date of this registration statement and an audit committee composed entirely of independent directors within one year of the effective date of this registration statement. Ms. Dodrill and Mr. Harris qualify as an audit committee financial expert within the meaning of regulations adopted by the SEC. The audit committee appoints and reviews the qualifications and independence of our independent registered public accounting firm, prepares compensation committee reports to be included in proxy statements filed under SEC rules and reviews the scope of audit and non-audit assignments and related fees, the results of the annual audit, accounting principles used in financial reporting, internal auditing procedures, the adequacy of our internal control procedures, the quality and integrity of our financial statements and investigations into matters related to audit functions. The audit committee is also responsible for overseeing risk management on behalf of our board of directors. See Risk Oversight. Compensation Committee. Upon consummation of this offering, we expect to have a compensation committee consisting of Dr. Krummel, as chair and Mr. Desai and Ms. Dodrill. The principal responsibilities of the compensation committee are to review and set or make recommendations to our board of directors regarding executive and director compensation, review and approve or make recommendations to our board of directors regarding our incentive compensation and equity-based plans and arrangements, and appoint and oversee any compensation consultants. Nominating and Corporate Governance Committee. Upon the consummation of this offering, we expect to have a nominating and corporate governance committee consisting of Dr. Moll, as chair and Mr. Desai and Mr. Wood. The nominating and corporate governance committee assists our board of directors in identifying individuals qualified to become board members, consistent with criteria approved by our board of directors, makes recommendations for nominees for committees, oversees the evaluation of the board of directors and management and develops, recommends to the board of directors and reviews our corporate governance principles. Risk Oversight Our board of directors has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight primarily through the audit committee. To that end, our audit committee will meet quarterly with our Chief Financial Officer and our independent auditors where it will receive regular updates regarding our management s assessment of risk exposures including liquidity, credit and operational risks and the process in place to monitor such risks and review results of operations, financial reporting and assessments of internal controls over financial reporting. Code of Ethics Prior to the consummation of this offering, we intend to adopt a code of ethics applicable to all of our directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees. Our code of ethics will be available on our website at www.procept-biorobotics.com under Investor Relations. Our code of ethics will be a code of ethics as defined in Item 406(b) of Regulation S-K. In the event that we amend or waive certain provisions of our code of ethics applicable to our principal executive officer, principal financial officer or principal accounting officer that requires disclosure under applicable SEC rules, we intend to disclose the same on our website. The information contained on, or that can be accessed through, our website is not incorporated by reference into, and is not a part of, this prospectus or the registration statement of which this prospectus forms a part. We have included our website in this prospectus solely as an inactive textual reference. Investors should not rely on any such information in deciding whether to purchase our common stock. Compensation Committee Interlocks and Insider Participation None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee. No interlocking relationship exists between any member of our compensation committee (or other committee performing equivalent functions) and any executive, member of the board of directors or member of the compensation committee (or other committee performing equivalent functions) and of any other company. EXECUTIVE COMPENSATION This section discusses the material components of the executive compensation program for our executive officers who are named in the 2020 Summary Compensation Table below. In 2020, our named executive officers and their positions were as follows Reza Zadno, Ph.D., President and Chief Executive Officer Kevin Waters, Senior Vice President, Chief Financial Officer Hisham Shiblaq, Senior Vice President, Global Commercialization and Eric Reuter, Advisor. Following the departure of our prior chief executive officer in 2019, Mr. Reuter served as our principal executive officer from September 2019 until February 2020, when Dr. Zadno joined our company. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of this offering may differ materially from the currently planned programs summarized in this discussion. 2020 Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the year ended December 31, 2020. Name and Principal PositionYear Salary ($)Bonus ($)Option Awards ($)(2) Non-Equity Incentive Plan Compensation ($)All Other Compensation ($) Total ($) Reza Zadno, Ph.D.(1) 2020435,417 2,902,634217,384 3,555,435 President and Chief Executive Officer Kevin Waters2020388,13022,000(3) 169,626155,252 735,008 Senior Vice President, Chief Financial Officer Hisham Shiblaq2020310,500 131,770139,725 581,995 Senior Vice President, Commercial Operations Eric Reuter(6) 202030,000(4) 42,500(5) 72,500 Advisor __________________ (1)Dr. Zadno s employment commenced with us in February 2020 therefore, certain amounts for Dr. Zadno, such as base salary, reflect a partial year of service. (2)Represents the grant date fair value of stock options to purchase shares of our common stock during the year ended December 31,2020 computed in accordance with Financial Accounting Standards Board, or FASB, ASC 718. See Note 8 to our consolidated financial statements for the year ended December 31, 2020 included elsewhere in this prospectus for a description of the assumptions used in valuing our stock options. (3)Amount represents additional bonus payments to Mr. Waters in August 2020 and December 2020. (4)Amount represents consulting fees received by Mr. Reuter for his services as our principal executive officer in 2020. (5)Amount represents fees received by Mr. Reuter for services performed as a member of our board of directors. (6)Mr. Reuter resigned from our board of directors on July 29, 2021. Narrative to Summary Compensation Table 2020 Salaries The named executive officers receive a base salary to compensate them for services rendered to our company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive s skill set, experience, role and responsibilities. The annual base salaries for Dr. Zadno and Messrs. Waters and Shiblaq for 2020 were $475,000, $388,130 and $310,500, respectively. Mr. Reuter received a consulting fee of $30,000 for consulting services as our principal executive officer in 2020. The actual base salaries earned by our named executive officers for services in 2020 are set forth above in the Summary Compensation Table in the column entitled Salary. The 2021 annual base salaries for Dr. Zadno and Messrs. Waters and Shiblaq are $490,000, $388,130 and $350,000, respectively. 2020 Bonuses Our named executive officers are eligible to earn cash bonuses based on the achievement of corporate performance measures for the applicable year. For 2020, Dr. Zadno and Messrs. Waters, and Shiblaq were eligible to receive a target bonus of up to 50%, 40% and 45%, respectively, of their base salaries. For 2020, annual bonus payments were based in part on the achievement of pre-established objective performance goals, including operational goals, product development and strategy goals, production and innovation goals, and reimbursement, weighted 15%, 30%, 25% and 30%, respectively, of each executive s bonus opportunity. In 2020, we achieved all of the goals. Therefore, our board of directors determined that the corporate performance goals were attained at a level of 100%. The annual cash bonuses actually earned by each named executive officer for 2020 performance are set forth above in the Summary Compensation Table above in the column entitled Non-Equity Incentive Plan Compensation. We paid Mr. Waters additional $10,000 and $12,000 bonuses in August 2020 and December 2020, respectively. Equity Compensation We historically have used stock options as the primary incentive for long-term compensation to our employees (including our named executive officers) because they are able to profit from stock options only if our stock price increases relative to the stock option s exercise price, which generally is set at or above the fair market value of our common stock as of the applicable grant date. Generally, the stock options we grant vest in equal monthly installments over four years following a one-year cliff, subject to the employee s continued service with us as of the vesting date. The equity awards granted to our named executive officers in 2020 are described below. We currently maintain the Amended and Restated 2008 Stock Plan, or the 2008 Plan, in order to help us attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees and consultants and to promote the success of our company s business. As noted above, we generally offer stock options to certain of our employees, including our named executive officers, and consultants as the long-term incentive component of our compensation program. For additional information about the 2008 Plan, please see the section titled 2008 Stock Plan below. As mentioned below, in connection with the completion of this offering, no further awards will be granted under the 2008 Plan. In connection with this offering, our board of directors adopted, and our stockholders will approve, the 2021 Incentive Award Plan, or the 2021 Plan, in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of our company and our affiliates, and to enable us to obtain and retain services of these individuals, which we believe is essential to our long-term success. For additional information about the 2021 Plan, please see the section titled 2021 Equity Incentive Award Plan below. 2020 Stock Option Awards The following table sets forth the stock options granted to our named executive officers in 2020 Named Executive Officer Options Granted Reza Zadno, Ph.D.1,341,141 (1) Reza Zadno, Ph.D.284,225 (2) Kevin Waters70,219 (2) Hisham Shiblaq63,156 (3) __________________ (1)This option was granted in February 2020 and vests and becomes exercisable as to 25% of the shares subject to the option on the first anniversary of Dr. Zadno s start date with our company and as to the remaining shares in substantially equal monthly installments thereafter. (2)These options were granted in August 2020 and each vests and becomes exercisable as to 6 48th of the shares underlying the options on the six month anniversary of the August 1, 2020 vesting commencement date and 1 48th each month thereafter. (3)This option was granted in December 2020 and vests and becomes exercisable (i) as to 31,579 of the shares underlying the option, monthly over four years and (ii) as to the remaining 31,578 shares, over four years, with 25% of such shares vesting on the first anniversary of the grant date and the remaining shares vesting in substantially equal installments thereafter. Other Elements of Compensation Retirement Plans We currently maintain a 401(k) retirement savings plan, or the 401(k) plan, for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Internal Revenue Code of 1986, as amended, or the Code, allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan adds to the overall desirability of our compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies. We do not provide for matching contributions under the 401(k) plan. Employee Benefits All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including medical, dental and vision benefits medical and dependent care flexible spending accounts short-term and long-term disability insurance and life insurance. We believe the benefits described above are necessary and appropriate to provide a competitive compensation package to our named executive officers. No Tax Gross-Ups We do not make gross-up payments to cover our named executive officers personal income taxes that may pertain to any of the compensation or benefits paid or provided by our company. Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2020. Each equity award listed in the following table was granted under the 2008 Plan and, with respect to Dr. Zadno and Messrs. Waters and Shiblaq, will vest in full upon a termination of employment either without cause or for good reason, in either case, within 12 months following a change in control. Option Awards NameGrant DateNumber of Securities Underlying Unexercised Options Exercisable (#)Number of Securities Underlying Unexercised Options Unexercisable (#)Option Exercise Price ($)Option Expiration Date Reza Zadno, Ph.D.2 20 2020(1) 1,341,1414.372 19 2030 8 10 2020(2) 284,2255.17758 9 2030 Kevin Waters10 23 2018(1) 141,022119,3274.512510 22 2028 12 12 2019(3) 17,74753,2434.5612 11 2029 8 10 2020(2) 70,2195.17758 9 2030 Hisham Shiblaq4 5 2019(4) 86,444102,9114.564 4 2029 12 16 2020(5) 63,1565.177512 15 2030 Eric Reuter(6) 9 18 201526,749 1.339 17 2025 4 26 2018(3) 17,5438,7724.51254 25 2028 __________________ (1)These options vest and become exercisable as to 25% of the shares subject to the option on the first anniversary of the vesting commencement date and as to 1 48th of the shares each month thereafter. (2)These options vest and becomes exercisable as to 6 48th of the shares subject to the option on the six month anniversary of the vesting commencement date and as to 1 48th each month thereafter. (3)These options vest and become exercisable with respect to 1 48th of the shares subject to the option on each monthly anniversary of the vesting commencement date. (4)This option vests and becomes exercisable as to 10 46th of the shares subject to the option on the ten-month anniversary of the vesting commencement date and as to 1 46th each month thereafter. (5)31,579 shares underlying this option vest and become exercisable as to 25% of such shares subject to the option on the first anniversary of the vesting commencement date and as to 1 48th of the remainder of such shares each month thereafter. The remaining 31,578 shares subject to this option vest and become exercisable with respect to 1 48th of such shares on each monthly anniversary of the vesting commencement date. (6)Mr. Reuter resigned from our board of directors on July 29, 2021. Executive Compensation Arrangements Offer Letters with Reza Zadno, Kevin Waters, and Hisham Shiblaq We have entered into employment offer letters with Reza Zadno, Ph. D., Kevin Waters, and Hisham Shiblaq, which were entered into in January 2020, August 2018, and March 2019, respectively. Pursuant to the offer letters, each of Dr. Zadno and Messrs. Waters, and Shiblaq is entitled to receive a base salary of $475,000, $375,000, and $300,000, respectively and is eligible to receive an annual discretionary bonus, expressed as a target percentage of their base salary (as determined by our board of directors in its sole discretion), subject to the executive s continued employment through the bonus payment date. The 2021 annual base salaries for Dr. Zadno and Messrs. Waters and Shiblaq are $490,000, $388,130 and $350,000, respectively. Pursuant to the offer letters, the target bonuses for Dr. Zadno and Messrs. Waters and Shiblaq are 50%, 35% and 45%, respectively. In addition, each is eligible to participate in the health, welfare, retirement, vacation and other employee benefit plans, practices, policies and programs generally available to similarly situated employees. Pursuant to the terms of the applicable executive s employment agreement, we granted each executive an option to purchase shares of our common stock (1,341,142 shares for Dr. Zadno, 260,350 shares for Mr. Waters, and 189,356 shares for Mr. Shiblaq) in January 2020, August 2018, and March 2019. Further, the offer letters with Mr. Waters and Mr. Shiblaq provide for the opportunity to earn an option to purchase up to an additional 43,391 and 31,559 shares of our common stock by the end of years 2019 and 2020 and 2020 and 2021, respectively, each of which has been granted. Mr. Waters s offer letter also provides for a severance protection, which was superseded by his Change of Control and Severance Agreement described below. Each of Dr. Zadno and Messrs. Waters and Shiblaq entered into our standard employee confidential information and assignment agreement as a condition of employment. Change of Control and Severance Agreement with Reza Zadno, Ph. D. We are party to a change of control and severance agreement with Dr. Zadno entered into in February 2020. Pursuant to the change in control and severance agreement, if Dr. Zadno s employment is terminated by us without cause or by the executive for good reason within 12 months following a change of control (each, as defined in the executive s change of control and severance agreement), he will receive the following severance payments and benefits (i) continued payments of base salary for 24 months (ii) payment of 150% of his target annual cash bonus for the year in which his termination occurs (iii) 100% accelerated vesting and exercisability of all outstanding unvested stock awards then held by him and (iv) COBRA continuation payments for up to 18 months. If Dr. Zadno s employment is terminated by us without cause or by the executive for good reason not within the change in control period described above, he will receive the following severance payments and benefits (a) continued payment of base salary for 12 months and (b) COBRA continuation payments for up to 12 months. The severance payments and benefits described above are subject to the executive s timely execution and non-revocation of a release of claims in our favor. Change of Control and Severance Agreement with Kevin Waters and Hisham Shiblaq. We are party to change of control and severance agreement with Kevin Waters and Hisham Shiblaq, each of which was originally entered into in October 2018 and March 2019, respectively, and amended in January 2020. These agreements provide for the same terms as Dr. Zadno s agreement described above, except if Messrs. Waters s or Shiblaq s employment is terminated by us without cause or by the executive for good reason within 12 months following a change of control, the executive will receive the following severance payments and benefits (i) continued payments of base salary for 18 months or 12 months, respectively (ii) payment of 150% or 100% of the executive s target annual cash bonus for the year in which his termination occurs, respectively (iii) 100% accelerated vesting and exercisability of all outstanding unvested stock awards then held by the applicable executive and (iv) COBRA continuation payments for up to 18 months or 12 months, respectively. If Messrs. Waters s or Shiblaq s employment is terminated by us without cause or by the executive for good reason not within the change in control period described above, he will receive continued payment of base salary for six months. Amended and Restated Change of Control and Severance Agreements. In connection with this offering, we have entered into amended and restated change of control severance agreements with each of our named executive officers to clarify that each is eligible to receive the enhanced change in control severance described above if his qualifying termination occurs in the three month period preceding a change of control (in addition to on or within 12 months following a change of control). In addition, the agreements provide that Messrs. Waters and Shiblaq will be eligible for up to six months COBRA continuation payments upon a qualifying termination of employment outside of the change of control context. 2008 Stock Plan We maintain the 2008 Plan. A total of 10,414,983 shares of our common stock are reserved for issuance under the 2008 Plan. The 2008 Plan will terminate on June 10, 2031, unless earlier terminated by our board of directors. Following the effectiveness of the 2021 Plan, the 2008 Plan will terminate, and we will not make any further awards under the 2008 Plan. However, any outstanding awards granted under the 2008 Plan will remain outstanding, subject to the terms of the 2008 Plan and applicable award agreements. Eligibility and Administration. Employees and consultants employed or engaged by us or our affiliates are eligible to receive awards under the 2008 Plan. The 2008 Plan is administered by our board of directors, which may delegate its duties and responsibilities as it deems appropriate. The board of directors has the authority to determine who will be granted awards, what type of awards will be granted and in what amount, when and how awards will be granted, the provisions of each award, and the fair market value applicable to an award to construe and interpret the 2008 Plan to accelerate the vesting of any award or waive forfeiture restrictions of any award to approve the form of agreements for use under the 2008 Plan to modify grants of awards to non-U.S. participants as necessary to recognize differences in local law, tax policies or customs and to make all other determinations and take all other actions it deems necessary or expedient to promote the best interests of our company and that are not in conflict with the terms of the 2008 Plan. Awards. The 2008 Plan provides for the grant of nonqualified stock options, incentive stock options, and restricted stock awards. Each award under the 2008 Plan is evidenced by a separate agreement between our company and the participant, which details all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. The following types of awards have been granted under the 2008 Plan Nonqualified Stock Options. Nonqualified stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. The exercise price of a stock option is fixed by the board of directors and may not be less than 100% of the fair market value of the underlying share on the date of grant. The term of a stock option is determined by our board of directors, but may not exceed ten years. Vesting conditions determined by our board of directors may apply to stock options and may include the occurrence of certain events, the passage of a specified period of time, achievement by us of certain performance goals, and or other fulfillment of certain conditions. Incentive Stock Options. Incentive stock options are designed to comply with the provisions of the Code and are subject to specified restrictions contained in the Code applicable to incentive stock options. Among such restrictions, incentive stock options must have an exercise price of not less than the fair market value of a share of common stock on the date of grant, may only be granted to employees, must expire within a specified period of time following the participant s termination of employment, and must be exercised within ten years after the date of grant. In the case of an incentive stock option granted to an individual who owns (or is deemed to own) more than 10% of the total combined voting power of all classes of our capital stock on the date of grant, the exercise price must be at least 110% of the fair market value of a share of common stock on the date of grant and the incentive stock option must expire on the fifth anniversary of the date of its grant. Certain Transactions. In the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, or a combination or other change in shares of our common stock, our board of directors shall make appropriate and proportionate adjustments to the number and type of shares subject to the 2008 Plan, the number and type of shares that may be issued pursuant to incentive stock options, and the number, type and price per share of stock subject to outstanding awards granted under the 2008 Plan. In the event of a dissolution or liquidation, all outstanding awards will terminate, unless otherwise determined by the board of directors. In the event of a corporate transaction, the board of directors may take one or more of the following actions (i) arrange for the assumption or substitution of, or adjustment to, each outstanding award by the successor corporation (ii) accelerate the vesting and exercisability of any award and (iii) cancel any award to the extent not vested or exercised prior to the corporate transaction in exchange for cash consideration. Plan Amendment and Termination. Our board of directors may suspend or terminate the 2008 Plan or any portion thereof at any time and may amend it from time to time in such respects as our board of directors may deem necessary or advisable, provided that no such amendment shall be made without stockholder approval to the extent such approval is required by applicable law. Further, no such amendment, suspension or termination shall impair the rights of participants under outstanding awards without the consent of the affected participants. As described above, the 2008 Plan will terminate as of the effective date of the 2021 Plan. 2021 Equity Incentive Award Plan In connection with this offering, our board of directors adopted, subject to approval by our stockholders, the 2021 Plan, under which we may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The material terms of the 2021 Plan are summarized below. Eligibility and Administration. Our employees, consultants and directors, and employees, consultants and directors of our subsidiaries, will be eligible to receive awards under the 2021 Plan. Following this offering, the 2021 Plan will be administered by our board of directors with respect to awards to non-employee directors and by our compensation committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our directors and or officers (referred to collectively as the plan administrator below), subject to certain limitations that may be imposed under Section 16 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and or stock exchange rules, as applicable. The plan administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the 2021 Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the 2021 Plan, including any vesting and vesting acceleration conditions. Limitation on Awards and Shares Available. An aggregate of 3,303,910 shares of our common stock initially will be available for issuance under awards granted pursuant to the 2021 Plan, which shares may be authorized but unissued shares, treasury shares or shares purchased in the open market. Notwithstanding anything to the contrary in the 2021 Plan, no more than 21,052,631 shares of our common stock may be issued pursuant to the exercise of incentive stock options under the 2021 Plan. The number of shares available for issuance will be increased by (i) the number of shares represented by awards outstanding under our 2008 Plan that expire, lapse or are terminated, exchanged for or settled in cash, surrendered, repurchased, cancelled without having been fully exercised or forfeited following the effective date of the 2021 Plan, with the maximum number of shares to be added to the 2008 Plan equal to 6,659,984 shares, and (ii) an annual increase on the first day of each calendar year beginning January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (A) 5% of the aggregate number of shares of our common stock outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as is determined by our board of directors. If an award under the 2021 Plan or the 2008 Plan expires, lapses or is terminated, exchanged for or settled for cash, surrendered, repurchased, cancelled without having been fully exercised or forfeited, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the 2021 Plan or the 2008 Plan. Further, shares delivered to us to satisfy the applicable exercise or purchase price of an award under the 2021 Plan and or to satisfy any applicable tax withholding obligations (including shares retained by us from the award under the 2021 Plan or the 2008 Plan being exercised or purchased and or creating the tax obligation) will become or again be available for award grants under the 2021 Plan. The payment of dividend equivalents in cash in conjunction with any awards under the 2021 Plan will not reduce the shares available for grant under the 2021 Plan. However, the following shares may not be used again for grant under the 2021 Plan (i) shares subject to stock appreciation rights, or SARs, that are not issued in connection with the stock settlement of the SAR on exercise, and (ii) shares purchased on the open market with the cash proceeds from the exercise of options. Awards granted under the 2021 Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the 2021 Plan. The 2021 Plan provides that, commencing with the calendar year following the calendar year in which the effective date of the 2021 Plan occurs, the sum of any cash compensation and the aggregate grant date fair value (determined as of the date of the grant under ASC Topic 718, or any successor thereto) of all awards granted to a non-employee director as compensation for services as a non-employee director during any calendar year may not exceed the amount equal to $500,000 (increased to $750,000 in the year in which a non-employee director initially is appointed or elected to the Board). Awards. The 2021 Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs, restricted stock, dividend equivalents, RSUs, stock appreciation rights, or SARs, and other stock or cash awards. Certain awards under the 2021 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the 2021 Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. Awards other than cash awards generally will be settled in shares of our common stock, but the plan administrator may provide for cash settlement of any award. A brief description of each award type follows. Stock Options. Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and or other conditions. SARs. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and or other conditions. Restricted Stock and RSUs. Restricted stock is an award of nontransferable shares of our common stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are contractual promises to deliver shares of our common stock in the future, which may also remain forfeitable unless and until specified conditions are met, and may be accompanied by the right to receive the equivalent value of dividends paid on shares of our common stock prior to the delivery of the underlying shares. Settlement of RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Conditions applicable to restricted stock and RSUs may be based on continuing service, the attainment of performance goals and or such other conditions as the plan administrator may determine. Other Stock or Cash-Based Awards. Other stock or cash-based awards of cash, fully vested shares of our common stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of our common stock may be granted under the 2021 Plan. Other stock or cash-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. Dividend Equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of our common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of dividend record dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the plan administrator. Performance Awards. Performance awards include any of the foregoing awards that are granted subject to vesting and or payment based on the attainment of specified performance goals or other criteria the plan administrator may determine, which may or may not be objectively determinable. Performance criteria upon which performance goals are established by the plan administrator may include but are not limited to (i) net earnings (either before or after one or more of the following (a) interest, (b) taxes, (c) depreciation, (d) amortization and (e) non-cash equity-based compensation expense) (ii) gross or net sales or revenue (iii) net income (either before or after taxes) (iv) adjusted net income (v) operating earnings or profit (vi) cash flow (including, but not limited to, operating cash flow and free cash flow) (vii) return on assets (viii) return on capital (ix) return on stockholders equity (x) total stockholder return (xi) return on sales (xii) gross or net profit or operating margin (xiii) costs (xiv) funds from operations (xv) expenses (xvi) working capital (xvii) earnings per share (xviii) adjusted earnings per share (xix) price per share of our common stock (xx) regulatory achievements or compliance (xxi) implementation or completion of critical projects (xxii) market share (xxiii) economic value (xxiv) debt levels or reduction (xxv) sales-related goals (xxvi) comparisons with other stock market indices (xxvii) operating efficiency (xxviii) employee satisfaction (xxix) financing and other capital raising transactions (xxx) recruiting and maintaining personnel (xxxi) year-end cash and (xxxii) human capital management goals or environmental, social and governance goals, any of which may be measured either in absolute terms for us or any operating unit of our company or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices. Certain Transactions. The plan administrator has broad discretion to take action under the 2021 Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as equity restructurings, the plan administrator will make equitable adjustments to the 2021 Plan and outstanding awards. In the event of a change in control of our company (as defined in the 2021 Plan), to the extent that the surviving entity declines to continue, convert, assume or replace outstanding awards, then all such awards will become fully vested and exercisable in connection with the transaction. Upon or in anticipation of a change of control, the plan administrator may cause any outstanding awards to terminate at a specified time in the future and give the participant the right to exercise such awards during a period of time determined by the plan administrator in its sole discretion. Individual award agreements may provide for additional accelerated vesting and payment provisions. Foreign Participants, Claw-Back Provisions, Transferability, and Participant Payments. The plan administrator may modify award terms, establish subplans and or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and or stock exchange rules of countries outside of the United States. All awards will be subject to the provisions of any claw- back policy implemented by our company to the extent set forth in such claw-back policy and or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the 2021 Plan are generally non-transferable prior to vesting, and are exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2021 Plan, the plan administrator may, in its discretion, accept cash or check, shares of our common stock that meet specified conditions, a market sell order or such other consideration as it deems suitable. Plan Amendment and Termination. Our board of directors may amend or terminate the 2021 Plan at any time however, except in connection with certain changes in our capital structure, stockholder approval will be required for any amendment that increases the number of shares available under the 2021 Plan. Stockholder approval is not required for any amendment that reprices any stock option or SAR, or cancels any stock option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares. 2021 Employee Stock Purchase Plan In connection with this offering, our board of directors adopted, subject to stockholder approval, the 2021 Employee Stock Purchase Plan, or ESPP. The material terms of the ESPP are summarized below. Shares Available Administration. An aggregate of 412,988 shares of our common stock initially will be reserved for issuance under our ESPP. In addition, the number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2022 and ending in 2031, by an amount equal to the lesser of (i) 1% of the aggregate number of shares of our common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by our board of directors. In no event will more than 10,526,315 shares of our common stock be available for issuance under the ESPP. Our board of directors or a committee designated by our board of directors will have authority to interpret the terms of the ESPP and determine eligibility of participants. The compensation committee will be the administrator of the ESPP. Eligibility. The plan administrator may designate certain of our subsidiaries as participating designated subsidiaries in the ESPP and may change these designations from time to time. Employees of our company and our designated subsidiaries are eligible to participate in the ESPP if they meet the eligibility requirements under the ESPP established from time to time by the plan administrator. However, an employee may not be granted rights to purchase stock under the ESPP if such employee, immediately after the grant, would own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of our common or other class of stock. If the grant of a purchase right under the ESPP to any eligible employee who is a citizen or resident of a foreign jurisdiction would be prohibited under the laws of such foreign jurisdiction or the grant of a purchase right to such employee in compliance with the laws of such foreign jurisdiction would cause the ESPP to violate the requirements of Section 423 of the Code, as determined by the plan administrator in its sole discretion, such employee will not be permitted to participate in the ESPP. Eligible employees become participants in the ESPP by enrolling and authorizing payroll deductions by the deadline established by the plan administrator prior to the relevant offering date. Directors who are not employees, as well as consultants, are not eligible to participate. Employees who choose to not participate, or are not eligible to participate at the start of an offering period but who become eligible thereafter, may enroll in any subsequent offering period. Participation in an Offering. We intend for the ESPP to qualify under Section 423 of the Code and stock will be offered under the ESPP during offering periods. The length of offering periods under the ESPP will be determined by the plan administrator and may be up to 27 months long. Employee payroll deductions will be used to purchase shares on each purchase date during an offering period. The number of purchase periods within, and purchase dates during, each offering period will be established by the plan administrator. Offering periods under the ESPP will commence when determined by the plan administrator. The plan administrator may, in its discretion, modify the terms of future offering periods. The ESPP will permit participants to purchase our common stock through payroll deductions of up to 15% of their eligible compensation, unless otherwise determined by the plan administrator, which will include a participant s gross base compensation for services to us, including overtime payments, periodic bonuses, and sales commissions, and excluding one-time bonuses, expense reimbursements, fringe benefits and other special payments. The plan administrator will establish a maximum number of shares that may be purchased by a participant during any offering period or purchase period, which, in the absence of a contrary designation, will be shares for an offering period and or a purchase period. In addition, no employee will be permitted to accrue the right to purchase stock under the ESPP at a rate in excess of $25,000 worth of shares during any calendar year during which such a purchase right is outstanding (based on the fair market value per share of our common stock as of the first day of the offering period). On the first trading day of each offering period, each participant automatically will be granted an option to purchase shares of our common stock. The option will be exercised on the applicable purchase date(s) during the offering period, to the extent of the payroll deductions accumulated during the applicable purchase period. The purchase price of the shares, in the absence of a contrary determination by the plan administrator, will be 85% of the lower of the fair market value of our common stock on the first trading day of the offering period or on the applicable purchase date, which will be the final trading day of the applicable purchase period. Participants may voluntarily end their participation in the ESPP at any time at least two weeks prior to the end of the applicable offering period (or such longer or shorter period specified by the plan administrator), and will be paid their accrued payroll deductions that have not yet been used to purchase shares of common stock. Participation ends automatically upon a participant s termination of employment. Transferability. A participant may not transfer rights granted under the ESPP other than by will, the laws of descent and distribution or as otherwise provided in the ESPP. Certain Transactions. In the event of certain transactions or events affecting our common stock, such as any stock dividend or other distribution, change in control, reorganization, merger, consolidation or other corporate transaction, the plan administrator will make equitable adjustments to the ESPP and outstanding rights. In addition, in the event of the foregoing transactions or events or certain significant transactions, including a change in control, the plan administrator may provide for (i) either the replacement of outstanding rights with other rights or property or termination of outstanding rights in exchange for cash, (ii) the assumption or substitution of outstanding rights by the successor or survivor corporation or parent or subsidiary thereof, (iii) the adjustment in the number and type of shares of stock subject to outstanding rights, (iv) the use of participants accumulated payroll deductions to purchase stock on a new purchase date prior to the next scheduled purchase date and termination of any rights under ongoing offering periods or (v) the termination of all outstanding rights. Under the ESPP, a change in control has the same definition as given to such term in the 2021 Plan. Plan Amendment Termination. The plan administrator may amend, suspend or terminate the ESPP at any time. However, stockholder approval of any amendment to the ESPP must be obtained for any amendment which increases the aggregate number or changes the type of shares that may be sold pursuant to rights under the ESPP, changes the ESPP in any manner that would be considered the adoption of a new plan within the meaning of Treasury regulation Section 1.423-2(c)(4), or changes the ESPP in any manner that would cause the ESPP to no longer be an employee stock purchase plan within the meaning of Section 423(b) of the Code. Non Employee Director Compensation The following table summarizes compensation received by our non-employee directors during the year ended December 31, 2020. Dr. Zadno, our President and Chief Executive Officer, is also a member of our board of directors, but does not receive any additional compensation for his service as a director in addition to the compensation he receives as an employee. See the section titled Executive Compensation for more information. In addition to serving on our board of directors, Mr. Reuter served as our Advisor from September 2019 to February 2020 and received additional compensation for such service. See the section titled Executive Compensation for more information. In 2020, each non-employee director received an annual cash retainer equal to $35,000. In addition, Dr. Perkins received an annual retainer of $12,500 for his services as Chairman of our board of directors, and Messrs. Reuter and Wood, Dr. Krummel received an annual retainer of $7,500 for their services as committee chairs (pro-rated for any partial year of service as a committee chair). We have reimbursed, and will continue to reimburse, any non-employee director for his or her reasonable out-of-pocket expenses incurred in attending board of director and committee meetings. NameFees Earned or Paid in Cash ($)Option Awards ($)(7) Total ($) Rodney Perkins, M.D.47,500 47,500 Antal Desai Taylor Harris(1) 1,848 199,146 200,994 Thomas Krummel, M.D.42,500 42,500 Fred Moll, M.D.35,000 35,000 Eric Reuter (2)(3) Colby Wood(4) 42,194 42,194 Noam Krantz(5) William Facteau(6) 41,666 41,666 __________________ (1)Mr. Harris was elected to our board of directors in December 2020. We paid Mr. Harris a pro-rata fee for his December 2020 board service. (2)Compensation received by Mr. Reuter during the year ended December 31, 2020 is disclosed in the Summary Compensation Table above. (3)Mr. Reuter resigned from our board of directors on July 29, 2021. (4)Mr. Wood ceased service as chair of our Audit Committee in December 2020. (5)Mr. Krantz resigned from our board of directors on June 25, 2021. (6)Mr. Facteau resigned from our board of directors on October 30, 2020. (7)Represents the grant date fair value of stock options to purchase shares of our common stock during the year ended December 31, 2020 computed in accordance with FASB ASC 718. See Note 8 to our consolidated financial statements for the year ended December 31, 2020 included elsewhere in this prospectus for a description of the assumptions used in valuing our stock options. The table below shows the aggregate numbers of option awards (whether exercisable or unexercisable) held as of December 31, 2020 by each non-employee director who served in 2020. NameOptions Outstanding at Fiscal Year End Rodney Perkins, M.D.145,082 Antal Desai52,064 Taylor Harris95,473 Thomas Krummel, M.D.36,792 Fred Moll, M.D.105,695 Eric Reuter(1) Colby Wood101,483 Noam Krantz William Facteau55,482 __________________ (1)The number of option awards held as of December 31, 2020 by Mr. Reuter is disclosed in the section titled Outstanding Equity Awards at Fiscal Year End. Director IPO Grants In connection with this offering, our board of directors approved the grant of stock options pursuant to the 2021 Plan to certain of our non-employee directors. These stock option grants will become effective immediately following the determination of our initial public offering price per share of our common stock. Each of Messrs. Desai, Harris, Krummel and Wood will receive stock options with an aggregate value (determined using a Black-Scholes option value) as set forth in the table below. The number of shares of common stock subject to these stock options will be determined based on the initial public offering price per share of our common stock in this offering. The following table presents the number of stock options that each such director will receive in connection with this offering, in each case, based on the midpoint of the price range of our common stock set forth on the cover page of the prospectus ($23.00 per share), as well as the low and high points of the range. Non-Employee DirectorValue of Options GrantedNumber of Shares Price Per Share - $22.00Price Per Share - $23.00Price Per Share - $24.00 Antal Desai$120,00012,346 11,810 11,317 Taylor Harris$120,00012,346 11,810 11,317 Thomas Krummel, M.D.$120,00012,346 11,810 11,317 Colby Wood$120,00012,346 11,810 11,317 These stock options will have a per share exercise price equal to that initial public offering price, and will vest in full on the earlier of the one-year anniversary of the date on which this offering is consummated and the day prior to the date of the annual meeting of our stockholders in calendar year 2022, subject to continued service through the applicable vesting date. In addition, each grant will vest in full upon a change in control (as defined in the 2021 Plan) of the Company if the eligible director will not become a member of the board of the Company or the ultimate parent of the Company as of immediately following such change in control. Post-IPO Director Compensation Program In connection with this offering, our board of directors adopted and we expect our stockholders to approve a nonemployee director compensation program, or the Director Compensation Program, which will become effective in connection with the completion of this offering. The Director Compensation Program will provide for annual retainer fees and long-term equity awards for certain of our non-employee directors, referred to herein as eligible directors. The material terms of the Director Compensation Program, as they currently are contemplated, are summarized below. The Director Compensation Program will consist of the following components Cash Compensation Annual Retainer $40,000 Lead Independent Director Retainer $40,000 Annual Committee Chair Retainer Audit $20,000 Compensation $15,000 Nominating and Governance $10,000 Annual Committee Member (Non-Chair) Retainer Audit $10,000 Compensation $7,500 Nominating and Governance $5,000 Annual cash retainers will be paid in quarterly installments in arrears and will be pro-rated for any partial calendar quarter of service. Equity Compensation a.Initial Grant Each eligible director who is initially elected or appointed to serve on the Board after the effective date of this offering automatically will be granted, on the date on which such eligible director is appointed or elected to serve on the Board, a stock option with a grant-date fair value of approximately $200,000. These initial grants will vest in substantially equal installments on each of the first three anniversaries of the grant date, subject to the director s continued service through the applicable vesting date. b.Annual Grant An eligible director who is serving on our board of directors as of the date of the annual meeting of the Company s stockholders each calendar year (beginning with calendar year 2022) will be granted, on such annual meeting date, a stock option with a grant-date fair value of approximately $120,000. Each annual grant will vest in full on the earlier to occur of (A) the first anniversary of the applicable grant date and (B) the date of the next annual meeting following the grant date, subject to such eligible director s continued service through the applicable vesting date. In addition, each Initial Grant and Annual Grant will vest in full upon a change in control (as defined in the 2021 Plan) of the Company if the eligible director will not become a member of the board of the Company or the ultimate parent of the Company as of immediately following such change in control. Compensation under our Director Compensation Program will be subject to the annual limits on non-employee director compensation set forth in the 2021 Plan, as described in the section titled Executive Compensation. PRINCIPAL STOCKHOLDERS The following table sets forth information regarding the beneficial ownership of our common stock as of July 31, 2021, and as adjusted to reflect the sale of the shares of common stock offered by us in this offering for each person or entity who is known by us to beneficially own more than 5% of our common stock each of our directors and named executive officers and all of our directors and executive officers as a group. Information with respect to beneficial ownership has been furnished to us by each director, executive officer or stockholder listed in the table below, as the case may be. The amounts and percentages of our common stock beneficially owned are reported on the basis of rules of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days after July 31, 2021. More than one person may be deemed to be a beneficial owner of the same securities. Percentage of beneficial ownership prior to this offering is based on 35,757,396 shares of common stock outstanding as of July 31, 2021, after giving effect to the automatic conversion of 29,849,810 shares of our convertible preferred stock into shares of our common stock immediately prior to the closing of this offering. Percentage of beneficial ownership after this offering is based on 41,257,396 shares of common stock outstanding after giving effect to the sale by us of the shares of common stock offered hereby, the automatic conversion of 29,849,810 shares of our convertible preferred stock into shares of our common stock immediately prior to the closing of this offering. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options, warrants or other rights held by such person that are currently exercisable or that will become exercisable or will otherwise vest within 60 days of July 31, 2021 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. The table below excludes any shares of our common stock that may be purchased in this offering pursuant to the reserved share program. See Underwriting Reserved Shares. Unless otherwise indicated below, the address for each person or entity listed below is c o PROCEPT BioRobotics Corporation, 900 Island Drive, Redwood City, California 94065. Percentage of Shares Beneficially Owned Name of Beneficial Owner Total Shares Beneficially Owned Before the Offering (%) After the Offering (%) 5% Stockholders Entity Associated with CPMG, Inc.(1) 10,782,66530.1%26.1% Viking Global Opportunities Illiquid Investments Sub-Master LP(2) 4,507,89312.6%10.9% Entities Associated with Fidelity(3) 2,616,232 7.3%6.4% Named Executive Officers and Directors Reza Zadno, Ph.D.(4) 611,2401.7%1.5% Kevin Waters(5) 239,912** Alaleh Nouri(6) 144,926** Hisham Shiblaq(7) 129,413** Frederic Moll, M.D.(8) 588,9171.6%1.4% Antal Desai(1)(9) 10,869,49830.4%26.3% Amy Dodrill(10) 47,368** Taylor Harris(11) 127,999** Thomas Krummel M.D.(12) 108,874** Rodney Perkins M.D.(13) 1,039,1532.9%2.5% Colby Wood(14) 169,251** All Executive Officers and Directors as a Group (13 individuals) 14,083,86137.9%33.0% _________________ *Represents beneficial ownership of less than 1% of our outstanding common stock. Represents beneficial ownership of less than 1% of our outstanding common stock. (1)Consists of (i) 10,745,589 shares of common stock and (ii) 37,076 shares of common stock underlying warrants exercisable within 60 days July 31, 2021 held by White Tailed Ptarmigan, LP. CPMG, Inc. is the general partner of White Tailed Ptarmigan, LP and has voting and investment control over the shares beneficially owned by White Tailed Ptarmigan, LP. Antal Desai, a member of our board of directors and a Partner of CPMG, Inc., along with Kent McGaughy, Jr., the sole shareholder and managing director of CPMG, Inc., may be deemed to share voting and investment power with respect to the shares beneficially owned by White Tailed Ptarmigan, LP. Each of Mr. Desai and Mr McGaughy, Jr. disclaims beneficial ownership of the shares beneficially owned by White Tailed Ptarmigan, LP except to the extent of any pecuniary interest therein. The business address of the entities referenced in this footnote is 2000 McKinney Ave, Suite 2125, Dallas, Texas 75201. (2)Consists of 4,507,893 shares held by Viking Global Opportunities Illiquid Investments Sub-Master LP (the Viking Opportunities Fund ). The Viking Opportunities Fund has the authority to dispose of and vote the 4,507,893 shares that will be directly owned by it, which power may be exercised by its general partner, Viking Global Opportunities Portfolio GP LLC ( Opportunities GP ), and by Viking Global Investors LP ( VGI ), which provides managerial services to Opportunities Fund. Andreas Halvorsen, David C. Ott and Rose Shabet, as Executive Committee members of Viking Global Partners LLC (the general partner of VGI) and Viking Global Opportunities GP LLC, the sole member of Opportunities GP, have shared authority to direct the voting and disposition of investments beneficially owned by VGI, Opportunities GP and the Viking Opportunities Fund. The address for each of the entities is c o Viking Global Investors LP, 55 Railroad Avenue, Greenwich, CT 06830. (3)Consists of (i) 108,462 shares of common stock held by Fidelity Mt. Vernon Street Trust Fidelity Series Growth Company Fund, (ii) 518,247 shares of common stock held by Fidelity Mt. Vernon Street Trust Fidelity Growth Company Fund, (iii) 571,768 shares of common stock held by Fidelity Growth Company Commingled Pool, with Fidelity management Trust Company, as Trustee, (iv) 109,638 shares of common stock held by Fidelity Mt. Vernon Street Trust Fidelity Growth Company K6 Fund and (v) 1,308,117 shares of common stock held by Fidelity Select Portfolios Select Medical Technology and Devices Portfolio. These accounts are managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act ( Fidelity Funds ) advised by Fidelity Management Research Company ( FMR Co ), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. Fidelity Management Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees. The business address of the entities referenced in this footnote is 140 Broadway, New York, NY 10005. (4)Consists of (i) 56,026 shares of common stock and (ii) 555,214 shares of common stock underlying options exercisable within 60 days of July 31, 2021. (5)Consists of (i) 52,631 shares of common stock and (ii) 187,281 shares of common stock underlying options exercisable within 60 days of July 31, 2021. (6)Consists of (i) 43,064 shares of common stock and (ii) 101,862 shares of common stock underlying options exercisable within 60 days of July 31, 2021. (7)Consists of (i) 43,859 shares of common stock and (ii) 85,554 shares of common stock underlying options exercisable within 60 days of July 31, 2021. (8)Consists of (i) 481,797 shares of common stock and (ii) 107,120 shares of common stock underlying options exercisable within 60 days of July 31, 2021. (9)Consists of (i) 52,642 shares of common stock held personally, (ii) 48,790 share of common stock held by the 2 22 DNA Trust and (iii) 22,477 shares of common stock underlying options exercisable within 60 days of July 31, 2021. (10)Consists of 47,368 shares of common stock underlying options exercisable within 60 days of July 31, 2021. (11)Consists of (i) 32,526 shares of common stock held by the Harris Trust Dated 3 10 2016 and (ii) 95,473 shares of common stock underlying options exercisable within 60 days of July 31, 2021. (12)Consists of (i) 75,920 shares of common stock and (ii) 32,954 shares of common stock underlying options exercisable within 60 days of July 31, 2021. (13)Consists of (i) 3,775 shares of common stock held personally and (ii) 902,577 shares of common stock held by the Perkins Family Revocable Trust dated February 28, 1986 and (iii) 132,801 shares of common stock underlying options exercisable within 60 days of July 31, 2021. Dr. Perkins will be resigning from our board of directors immediately upon effectiveness of the registration statement of which this prospectus is a part. (14)Consists of (i) 146,774 shares of common stock and (ii) 22,477 shares of common stock underlying options exercisable within 60 days of July 31, 2021. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS The following is a description of transactions to which we were a participant since January 1, 2018 in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our executive officers, directors or holders of more than 5% of any class of our voting securities, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest. Series G Financing In June 2021, we completed the sale of an aggregate of 4,447,530 shares of our Series G redeemable convertible preferred stock at a purchase price of $19.111625 per share for an aggregate purchase price of $85.0 million. Each share of our Series G redeemable convertible preferred stock will convert into shares of our common stock immediately prior to the closing of this offering in accordance with our certificate of incorporation. The following table summarizes the Series G redeemable convertible preferred stock purchased by holders of more than 5% of our capital stock, our board of directors and any entities affiliated with our executive officers or a member of our board of directors. Participants(1) Shares of Series G Redeemable Convertible Preferred StockAggregate Purchase Price (in thousands) Viking Global Opportunities Illiquid Investments Sub-Master LP113,737$2,174 Entity Associated with CPMG, Inc. 272,205$5,202 Frederic Moll60,172$1,150 Rodney Perkins M.D.(2) 113,103$2,162 Entities Associated with Fidelity(3) 2,616,232$50,000 Nikolai Aljuri, Ph.D.(4) 78,486$1,500 Taylor Harris(5) 3,859$74 Antal Desai(6) 3,917$75 __________________ (1)Additional details regarding these stockholders and their equity holdings are provided in the section titled Principal Stockholders. (2)Shares of Series G redeemable convertible preferred stock are held by The Perkins Family Revocable Trust dated February 28, 1986. (3)Consists of (i) 108,462 shares of Series G redeemable convertible preferred stock held by Fidelity Mt. Vernon Street Trust Fidelity Series Growth Company Fund, (ii) 518,247 shares of Series G redeemable convertible preferred stock held by Fidelity Mt. Vernon Street Trust Fidelity Growth Company Fund, (iii) 571,768 shares of Series G redeemable convertible preferred stock held by Fidelity Growth Company Commingled Pool, (iv) 109,638 shares of Series G redeemable convertible preferred stock held by Fidelity Mt. Vernon Street Trust Fidelity Growth Company K6 Fund and (v) 1,308,117 shares of Series G redeemable convertible preferred stock held by Fidelity Select Portfolios Select Medical Technology and Devices Portfolio. (4)Shares held by the Aljuri Family Trust u a d 8-22-2012. (5)Shares held by The Harris Trust Dated 3 10 2016. (6)Includes 1,249 shares of Series G redeemable convertible preferred stock held by The 2 22 DNA Trust. Series F Financing Between July 2020 and August 2020, we completed the sale of an aggregate of 5,226,969 shares of our Series F redeemable convertible preferred stock at a purchase price of $14.72785 per share for an aggregate purchase price of $77.0 million. Each share of our Series F redeemable convertible preferred stock will convert into shares of our common stock immediately prior to the closing of this offering in accordance with our certificate of incorporation. The following table summarizes the Series F redeemable convertible preferred stock purchased by holders of more than 5% of our capital stock, our board of directors and any entities affiliated with our executive officers or a member of our board of directors. Initial ClosingSecond Closing Participants(1) Shares of Series F Redeemable Convertible Preferred StockAggregate Purchase PriceShares of Series F Redeemable Convertible Preferred StockAggregate Purchase PriceTotal Shares Purchased Aggregate Purchase Price (in thousands)(in thousands)(in thousands) Viking Global Opportunities Illiquid Investments Sub-Master LP678,985$10,000 $ 678,985$10,000 Entity Associated with CPMG, Inc. 2,033,643$29,951 27,159$400 2,060,802$30,351 Antal Desai7,468$110 $ 7,468$110 Frederic Moll16,974$250 $ 16,974$250 Reza Zadno3,394$50 $ 3,394$50 __________________ (1)Additional details regarding these stockholders and their equity holdings are provided in the section titled Principal Stockholders. Series E Financing In February 2018, we completed the sale of an aggregate of 8,414,473 shares of our Series E redeemable convertible preferred stock at a purchase price of $13.7275 per share for an aggregate purchase price of $115.5 million. Each share of our Series E redeemable convertible preferred stock will convert into shares of our common stock immediately prior to the closing of this offering in accordance with our certificate of incorporation. The following table summarizes the Series E redeemable convertible preferred stock purchased by holders of more than 5% of our capital stock, our board of directors and any entities affiliated with our executive officers or a member of our board of directors. Participants(1) Shares of Series E Redeemable Convertible Preferred StockAggregate Purchase Price (in thousands) Viking Global Opportunities Illiquid Investments Sub-Master LP3,407,028 $51,000 Entity Associated with CPMG, Inc. 3,001,858 $41,208(3) Taylor Harris(2) 28,666 $354(4) Antal Desai15,660(5) $203(6) Frederic Moll8,376$103(4) Nikolai Aljuri, Ph.D.(7) 8,376 $103(4) __________________ (1)Additional details regarding these stockholders and their equity holdings are provided in the section titled Principal Stockholders. (2)Series E redeemable convertible preferred stock are held in the Harris Trust Dated 3 10 2016. (3)Amount shown includes $5,089,632 related to the cancellation of debt. (4)Amounts shown relate to the cancellation of debt. (5)Includes 8,376 shares of Series E redeemable convertible preferred stock held by The 2 22 DNA Trust. (6)Amount shown includes $103,493 related to the cancellation of debt. (7)Series E redeemable convertible preferred stock are held in The Aljuri Family Trust u a d 8-22-2012. Amended and Restated Investor Rights Agreement We are party to an amended and restated investor rights agreement with certain holders of our redeemable convertible preferred stock and common stock, entities affiliated with certain of our executive officers and directors, as well as certain of our executive officers and directors. The amended and restated investor rights agreement grants rights to certain holders, including certain registration rights with respect to the registrable securities held by them, and also imposes certain affirmative obligations on us, including with respect to the furnishing of financial statements and information to the holders. See the section titled Description of Capital Stock Registration Rights for additional information. As a result of this offering, most of the covenants and restrictions set forth in the amended and restated investor rights agreement that apply to us will terminate and we will remain obligated to comply with reporting requirements under the Exchange Act. The provisions relating registration rights included in the amended and restated investor rights agreement will not terminate as a result of this offering. Voting Agreement We are party to the Series F voting agreement with certain holders of our redeemable convertible preferred stock and common stock, entities affiliated with certain of our executive officers and directors, as well as certain of our executive officers and directors. Pursuant to the Series F voting agreement, these holders have agreed to vote in a certain way on certain matters, including with respect to the election of directors. The Series F voting agreement will terminate by its terms in connection with the completion of this offering and none of our stockholders will have any continuing voting rights, including special rights regarding the election or designation of members of our board of directors, following this offering. Amended and Restated Right of First Refusal and Co-Sale Agreement We are party to an amended and restated first refusal and co-sale agreement with certain holders of our redeemable convertible preferred stock and common stock, entities affiliated with certain of our executive officers and directors, as well as certain of our executive officers and directors, pursuant to which we have a right of first refusal and holders of our common stock that are party to the amended and restated first refusal and co-sale agreement have a right of first refusal and a co-sale right. The amended and restated first refusal and co-sale agreement will terminate in connection with the completion of this offering. License Agreement with AquaBeam LLC In September 2019, we entered into the AquaBeam License Agreement, with AquaBeam, which is affiliated with Rodney Perkins, one of our co-founders and a member of our board of directors who will resign from the board effective immediately upon effectiveness of the registration statement of which this prospectus is a part. Pursuant to the AquaBeam License Agreement, AquaBeam grants us a worldwide, exclusive (even as to AquaBeam), sublicensable, royalty-free license under the AquaBeam patents and to all other patent rights owned by AquaBeam, which are filed on or before the earlier of October 28, 2021 and the date on which we are acquired by a third party, that claim certain technology related to delivering energy to tissues by directing a liquid fluid stream, or together with AquaBeam Patents, Licensed Patents, in the field of urology, or Field. Pursuant to the AquaBeam License Agreement, and subject to the terms therein, we grant AquaBeam a worldwide, exclusive (even as to us), sublicensable, royalty-free license under certain of our patents rights, which are filed on or before the earlier of October 28, 2021 and the date on which AquaBeam is acquired by a third party, that claim certain technology related to delivering energy to tissues by directing a liquid fluid stream, or PROCEPT Patents, outside the Field. No upfront payments or milestone payments (except for patent prosecution and maintenance costs) have been made or are otherwise required under the AquaBeam License Agreement. If AquaBeam desires to grant a license under the Licensed Patents to any third party outside the Field on or before the earlier of October 28, 2021 or the date on which AquaBeam is acquired by a third party, we have the first right to negotiate such license grant pursuant to the terms of the AquaBeam License Agreement. AquaBeam has the first right to prosecute and maintain the Licensed Patents and we have the right to step-in if AquaBeam declines or fails to prosecute or maintain any of the Licensed Patents. We have the first right to prosecute and maintain the PROCEPT Patents. We have the first right to enforce the Licensed Patents and the PROCEPT Patents if a third party infringes on any such patents in the Field, provided, if such third party infringes the Licensed Patents or the PROCEPT Patents both in and outside of the Field, or Cross-Field Infringement, and AquaBeam or any of its other licensees under the Licensed Patents or the PROCEPT Patents are developing or commercializing products that are covered by the infringed Licensed Patents or the PROCEPT Patents, then AquaBeam and we will discuss which party will control the enforcement action with respect to such Cross-Field Infringement. The AquaBeam License Agreement will remain in full force and effect on a country-by-country basis until the last to expire of the Licensed Patents and the PROCEPT Patents in such country. The AquaBeam Agreement may be terminated by either party in the event of uncured material breach by the other party that remains uncured for 90 days (or 30 days for payment related breaches), or bankruptcy of the other party. Indemnification Agreements Our amended and restated bylaws, as will be in effect following this offering, provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL, subject to certain exceptions contained in our amended and restated bylaws. In addition, our amended and restated certificate of incorporation, as will be in effect following this offering, will provide that our directors will not be liable for monetary damages for breach of fiduciary duty. Prior to the closing of this offering, we will enter into indemnification agreements with each of our executive officers and directors. The indemnification agreements will provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements. There is no pending litigation or proceeding naming any of our directors or officers for which indemnification is being sought, and we are not aware of any pending litigation that may result in claims for indemnification by any director or executive officer. Reserved Share Program At our request, an affiliate of BofA Securities, Inc., a participating underwriter, has reserved for sale, at the initial public offering price, up to 5.0% of the shares offered by this prospectus for sale to some of our directors, officers, employees, distributors, dealers, business associates and related persons. See Underwriting Reserved Shares. Our Policy Regarding Related Party Transactions Our board of directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests or improper valuation (or the perception thereof). In connection with this offering, our board of directors intends to adopt a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly held common stock that is listed on the Nasdaq Global Market. Under such policy any related person transaction, and any material amendment or modification to a related person transaction, must be reviewed and approved or ratified by a committee of the board of directors composed solely of independent directors who are disinterested or by the disinterested members of the board of directors and any employment relationship or transaction involving an executive officer and any related compensation must be approved by the compensation committee of the board of directors or recommended by the compensation committee to the board of directors for its approval. In connection with the review and approval or ratification of a related person transaction management must disclose to the committee or disinterested directors, as applicable, the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction and all the material facts as to the related person s direct or indirect interest in, or relationship to, the related person transaction management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our applicable filings under the Securities Act or the Exchange Act, and related rules, and, to the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with such Acts and related rules and management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a personal loan for purposes of Section 402 of the Sarbanes-Oxley Act. In addition, the related person transaction policy will provide that the committee or disinterested directors, as applicable, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, should consider whether such transaction would compromise the director or director nominee s status as an independent, or outside director, as applicable, under the rules and regulations of the SEC, the Nasdaq listing standards and the Code. DESCRIPTION OF CAPITAL STOCK The following descriptions of our capital stock and provisions of our amended and restated certificate of incorporation and our amended and restated bylaws are summaries and are qualified by reference to the amended and restated certificate of incorporation and the amended and restated bylaws, which are filed as exhibits to the registration statement of which this prospectus forms a part. General Upon the closing of this offering, our authorized capital stock will consist of 310,000,000 shares, all with a par value of $0.00001 per share, of which 300,000,000 shares are designated as common stock and 10,000,000 shares are designated as preferred stock. Common Stock Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of any series of preferred stock that we may designate and issue in the future. In the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately our net assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. Our outstanding shares of common stock are, and the shares offered by us in this offering will be, when issued and paid for, validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future. Preferred Stock Under the terms of our amended and restated certificate of incorporation that will become effective immediately prior to the closing of this offering, our board of directors is authorized to direct us to issue shares of preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third-party to acquire, or could discourage a third-party from seeking to acquire, a majority of our outstanding voting stock. Upon the closing of this offering, there will be no shares of preferred stock outstanding, and we have no present plans to issue any shares of preferred stock. Registration Rights Our amended and restated investor rights agreement grants the parties thereto certain registration rights in respect of the registrable securities held by them, which securities include (i) the shares of our common stock issued upon the automatic conversion of shares of our redeemable convertible preferred stock and warrants (ii) the common stock held by the founders and affiliates of the founders, (iii) any common stock of the company (issued or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend 0r other distribution with respect to, or in exchange for or in replacement of, such above described securities. Notwithstanding the foregoing, registrable securities does not include any securities (a) sold by a person to the public either pursuant to a registration statement or Rule 144 or (b) sold in a private transaction in which the transferor s rights are not assigned. The registration of shares of our common stock pursuant to the exercise of these registration rights would enable the holders thereof to sell such shares without restriction under the Securities Act when the applicable registration statement is declared effective. Under the amended and restated investor rights agreement, we will pay expenses relating to such registrations and the holders will pay all underwriting discounts and commissions relating to the sale of their shares. The amended and restated investor rights agreement also includes customary indemnification and procedural terms. Holders of our outstanding shares of common and preferred stock, which represents approximately 93.9% of our outstanding shares before the offering, are entitled to registration rights pursuant to the amended and restated investor rights agreement. These registration rights will expire on the third anniversary of this offering or, with respect to each stockholder following the completion of this offering, at such time as such stockholder holds one percent or less of our outstanding common stock and all of such stockholder s registrable securities can be sold in any ninety day period without registration pursuant to Rule 144 of the Securities Act. Demand Registration Rights The amended and restated investor rights agreement provides that, at any time beginning on the 180th day after the closing of this offering, holders of not less than twenty five percent of the registrable securities then outstanding may, on not more than two occasions, request that we prepare, file and maintain a registration statement to register their registrable securities if the aggregate offering price to the public would exceed $7.5 million. Following such a request, we will as soon as practicable, but in any event no more than 100 days, use our best efforts to effect such registration. Once we are eligible to use a registration statement on Form S-3, the stockholders party to the amended and restated investor rights agreement may request that we prepare, file and maintain a registration statement on Form S-3 covering the sale of their registrable securities, but only if the anticipated offering price would exceed $3.0 million. Piggyback Registration Rights In the event that we propose to register any of our securities under the Securities Act, either for our own account or for the account of other security holders, the stockholders party to the amended and restated investor rights agreement will be entitled to certain piggyback registration rights allowing them to include their registrable securities in such registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act other than with respect to (i) a registration relating solely to the employee benefits plans, (ii) a registration relating to the offer and sale of debt securities or (iii) a registration relating to a corporate reorganization transaction related to the issuance or resale of securities in such a transaction, the stockholders party to the amended and restated investor rights agreement will be entitled to notice of the registration and will have the right to include their registrable securities in the registration subject to certain limitations. Anti-Takeover Provisions Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the voting power of our shares of common stock outstanding will be able to elect all of our directors. Our amended and restated certificate of incorporation and amended and restated bylaws, which will be in effect upon the closing of this offering, will provide that all stockholder actions must be effected at a duly called meeting of stockholders and not by consent in writing. A special meeting of stockholders may be called only by a majority of our board of directors, the chair of our board of directors, or our chief executive officer. Our amended and restated certificate of incorporation will further provide that, immediately after this offering, the affirmative vote of holders of at least sixty-six and two-thirds percent (66-2 3%) of the voting power of all of the then outstanding shares of voting stock, voting as a single class, will be required to amend certain provisions of our certificate of incorporation, including provisions relating to the size of the board, removal of directors, special meetings, actions by written consent and cumulative voting. The affirmative vote of holders of at least sixty-six and two-thirds percent (66-2 3%) of the voting power of all of the then outstanding shares of voting stock, voting as a single class, will be required to amend or repeal our bylaws, although our bylaws may be amended by a simple majority vote of our board of directors. Our amended and restated certificate of incorporation will further provide that our board of directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered terms, and will give our board of directors the exclusive right to expand the size of our board of directors and to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director. Finally, our amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of us (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees or agents to us or our stockholders (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law or our amended and restated certificate of incorporation or amended and restated bylaws or as to which the Delaware General Corporation Law of the State of Delaware confers jurisdiction to the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim against us governed by the internal affairs doctrine provided that, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and provided further that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware. Our amended and restated certificate of incorporation will also provide that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action against us or any of our directors, officers, employees or agents and arising under the Securities Act. Under the Securities Act, federal and state courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act. The enforceability of similar choice of forum provisions in other companies certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any action, a future court could find the choice of forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in such action. These provisions may also result in increased costs for investors seeking to bring a claim against us or any of our directors, officers or other employees. The foregoing provisions will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of our company by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change the control of our company. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of our company. These provisions are also designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy rights. However, these provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of deterring hostile takeovers or delaying changes in control of our company or our management. As a consequence, these provisions also may inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts. Section 203 of the Delaware General Corporation Law We are subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions before such date, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder upon closing of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer or on or after such date, the business combination is approved by our board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66-2 3% of the outstanding voting stock that is not owned by the interested stockholder. In general, Section 203 defines business combination to include the following any merger or consolidation involving the corporation and the interested stockholder any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder or the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation. In general, Section 203 defines an interested stockholder as an entity or person who, together with the person s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation. Limitations on Liability and Indemnification Matters Our amended and restated certificate of incorporation and amended and restated bylaws, which will become effective immediately prior to the closing of this offering, will provide that we will indemnify each of our directors and executive officers to the fullest extent permitted by the DGCL. We have entered into indemnification agreements with each of our directors and executive officers that may, in some cases, be broader than the specific indemnification provisions contained under Delaware law. Further, pursuant to our indemnification agreements and directors and officers liability insurance, our directors and executive officers are indemnified and insured against the cost of defense, settlement or payment of a judgment under certain circumstances. In addition, as permitted by Delaware law, our amended and restated certificate of incorporation will include provisions that eliminate the personal liability of our directors for monetary damages resulting from breaches of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director. These provisions may be held not to be enforceable for violations of the federal securities laws of the United States. Transfer Agent and Registrar The transfer agent and registrar for our common stock will be Computershare Trust Company, N.A. The transfer agent and registrar s address is 250 Royall Street, Canton, Massachusetts 02021. Stock Exchange Listing We have applied to list our common stock on the Nasdaq Global Market under the symbol PRCT. SHARES ELIGIBLE FOR FUTURE SALE The sale of a substantial amount of our common stock in the public market after this offering could adversely affect the prevailing market price of our common stock. Furthermore, over % of our common stock outstanding prior to the consummation of this offering will be subject to the contractual and legal restrictions on resale described below. The sale of a substantial amount of common stock in the public market after these restrictions lapse, or the expectation that such a sale may occur, could adversely affect the prevailing market price of our common stock and our ability to raise equity capital in the future. Upon consummation of this offering, based on shares outstanding as of June 30, 2021, we expect to have outstanding an aggregate of 41,213,537 shares of our common stock, assuming no exercise of outstanding options and assuming that the underwriters have not exercised their option to purchase additional shares. All of the shares of common stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act by persons other than affiliates, as that term is defined in Rule 144 under the Securities Act. Generally, the balance of our outstanding shares of common stock are restricted securities within the meaning of Rule 144 under the Securities Act, and the sale of those shares will be subject to the limitations and restrictions that are described below. Shares of our common stock that are not restricted securities and are purchased by our affiliates will be control securities under Rule 144. Restricted securities may be sold in the public market only if registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act. These rules are summarized below. Control securities may be sold in the public market subject to the restrictions set forth in Rule 144, other than the holding period requirement. Upon the expiration of the lock-up agreements described below, 180 days after the date of this prospectus, and subject to the provisions of Rule 144, an additional 35,641,832 shares will be available for sale in the public market. The sale of these restricted securities is subject, in the case of shares held by affiliates, to the volume restrictions contained in Rule 144. Lock-Up Agreements In connection with this offering, we and our executive officers and directors and substantially all of our existing security holders have agreed with the underwriters not to, among other things and subject to certain exceptions, sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, for 180 days after the date of this prospectus without first obtaining the written consent of BofA Securities, Inc. and Goldman Sachs Co. LLC, subject to certain limited exceptions. This lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition. Rule 144 In general, under Rule 144 as in effect on the date of this prospectus, beginning 90 days after the consummation of this offering, a person who is an affiliate, and who has beneficially owned our common stock for at least six months, is entitled to sell in any three-month period a number of shares that does not exceed the greater of 1% of the number of shares of our common stock then outstanding, which will equal approximately 412,135 shares immediately after consummation of this offering or the average weekly trading volume in our common stock on the Nasdaq Global Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale. Sales by our affiliates under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us. An affiliate is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with an issuer. Under Rule 144, a person who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least six months, would be entitled to sell those shares subject only to availability of current public information about us, and after beneficially owning such shares for at least twelve months, would be entitled to sell an unlimited number of shares without restriction. To the extent that our affiliates sell their common stock, other than pursuant to Rule 144 or a registration statement, the purchaser s holding period for the purpose of effecting a sale under Rule 144 commences on the date of transfer from the affiliate. Rule 701 In general, under Rule 701 as in effect on the date of this prospectus, any of our employees, directors, officers, consultants or advisors who purchased shares from us in reliance on Rule 701 in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering, or who purchased shares from us after that date upon the exercise of options granted before that date, are eligible to resell such shares 90 days after the effective date of this offering in reliance upon Rule 144. If such person is not an affiliate, such sale may be made subject only to the manner of sale provisions of Rule 144. If such a person is an affiliate, such sale may be made under Rule 144 without compliance with the holding period requirement, but subject to the other Rule 144 restrictions described above. However, substantially all Rule 701 shares are subject to lock-up agreements as described above and will become eligible for sale in compliance with Rule 144 only upon the expiration of the restrictions set forth in those agreements. Stock Plans We intend to file a registration statement or statements on Form S-8 under the Securities Act covering shares of common stock reserved for issuance under our 2021 Plan and ESPP and pursuant to all outstanding option grants made prior to this offering under the 2008 Plan. These registration statements are expected to be filed as soon as practicable after the closing date of this offering. Shares issued upon the exercise of stock options after the effective date of the applicable Form S-8 registration statement will be eligible for resale in the public market without restriction, subject to Rule 144 limitations applicable to affiliates and the lock-up agreements described above. Registration Rights Following this offering, some of our stockholders will, under some circumstances, have the right to require us to register their shares for future sale. See the section titled Certain Relationships and Related Party Transactions Amended and Restated Investor Rights Agreement. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK The following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership, and disposition of our common stock issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service, or the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership, and disposition of our common stock. This discussion is limited to Non-U.S. Holders that hold our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder s particular circumstances, including the impact of the Medicare contribution tax on net investment income and the alternative minimum tax. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation U.S. expatriates and former citizens or long-term residents of the United States persons holding our common stock as part of a hedge, straddle, or other risk reduction strategy or as part of a conversion transaction or other integrated investment banks, insurance companies, and other financial institutions brokers, dealers, or traders in securities controlled foreign corporations, passive foreign investment companies, and corporations that accumulate earnings to avoid U.S. federal income tax partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein) tax-exempt organizations or governmental organizations persons deemed to sell our common stock under the constructive sale provisions of the Code persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation tax-qualified retirement plans and qualified foreign pension funds as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds. If an entity treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them. THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP, AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL, OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY. Definition of a Non-U.S. Holder For purposes of this discussion, a Non-U.S. Holder is any beneficial owner of our common stock that is neither a U.S. person nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following an individual who is a citizen or resident of the United States a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia an estate, the income of which is subject to U.S. federal income tax regardless of its source or a trust that (i) is subject to the primary supervision of a U.S. court and the control of one or more United States persons (within the meaning of Section 7701(a)(30) of the Code), or (ii) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes. Distributions As described in the section titled Dividend Policy, we do not anticipate declaring or paying dividends to holders of our common stock in the foreseeable future. However, if we do make distributions of cash or property on our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder s adjusted tax basis in its common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under Sale or Other Taxable Disposition. Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty. If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder s conduct of a trade or business within the United States. Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules. Sale or Other Taxable Disposition A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our common stock unless the gain is effectively connected with the Non-U.S. Holder s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable) the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met or our common stock constitutes a U.S. real property interest, or USRPI, by reason of our status as a U.S. real property holding corporation, or USRPHC, for U.S. federal income tax purposes. Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items. A Non-U.S. Holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of our common stock, which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses. With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition of our common stock by a Non-U.S. Holder will not be subject to U.S. federal income tax if our common stock is regularly traded, as defined by applicable Treasury Regulations, on an established securities market and such Non-U.S. Holder owned, actually and constructively, 5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder s holding period. Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules. Information Reporting and Backup Withholding Payments of dividends on our common stock will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E, or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any distributions on our common stock paid to the Non-U.S. Holder, regardless of whether such distributions constitute dividends or whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person or the holder otherwise establishes an exemption. Proceeds of a disposition of our common stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting. Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder s U.S. federal income tax liability, provided the required information is timely furnished to the IRS. Additional Withholding Tax on Payments Made to Foreign Accounts Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or FATCA) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, our common stock paid to a foreign financial institution or a non-financial foreign entity (each as defined in the Code), unless (i) the foreign financial institution undertakes certain diligence and reporting obligations, (ii) the non-financial foreign entity either certifies it does not have any substantial United States owners (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (i) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain specified United States persons or United States owned foreign entities (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our common stock. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of stock on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock. UNDERWRITING BofA Securities, Inc. and Goldman Sachs Co. LLC are acting as representatives of each of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the number of shares of common stock set forth opposite its name below. Underwriter Number of Shares BofA Securities, Inc. Goldman Sachs Co. LLC Cowen and Company, LLC Guggenheim Securities LLC SVB Leerink LLC Total5,500,000 Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the shares sold under the underwriting agreement if any of these shares are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated. We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities. The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officers certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part. Commissions and Discounts The representatives have advised us that the underwriters propose initially to offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $ per share. After the initial offering, the public offering price, concession or any other term of the offering may be changed. The following table shows the public offering price, underwriting discounts and commissions and proceeds before expenses to us. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional shares. Total Per ShareWithout OptionWith Option Public offering price$$$ Underwriting discounts and commissions$$$ Proceeds, before expenses, to us$$$ The expenses of the offering, not including the underwriting discounts and commissions, payable by us are estimated to be approximately $4.0 million. We have also agreed to reimburse the underwriters for certain of their expenses incurred in connection with, among others, the review and clearance by the Financial Industry Regulatory Authority, Inc. in an amount of up to $40,000. Option to Purchase Additional Shares We have granted an option to the underwriters, exercisable for 30 days after the date of this prospectus, to purchase up to 825,000 additional shares at the public offering price, less the underwriting discounts and commissions. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriter s initial amount reflected in the above table. Reserved Shares At our request, an affiliate of BofA Securities, Inc., a participating underwriter, has reserved for sale, at the initial public offering price, up to 5.0% of the shares offered by this prospectus for sale to some of our directors, officers, employees, distributors, dealers, business associates and related persons. If these persons purchase reserved shares, this will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus. No Sales of Similar Securities We, our executive officers and directors and substantially all of our other existing security holders have agreed not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, for 180 days after the date of this prospectus without first obtaining the written consent of BofA Securities, Inc. and Goldman Sachs Co. LLC. Specifically, we and these other persons have agreed, with certain limited exceptions, not to directly or indirectly offer, pledge, sell or contract to sell any common stock, sell any option or contract to purchase any common stock, purchase any option or contract to sell any common stock, grant any option, right or warrant for the sale of any common stock, lend or otherwise dispose of or transfer any common stock, request or demand that we file or make a confidential submission of a registration statement related to the common stock, or enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise. This lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition. Listing We have applied to list the shares of our common stock on the Nasdaq Global Market under the symbol PRCT. Determination of Offering Price Before this offering, there has been no public market for our common stock. The initial public offering price will be determined through negotiations between us and the representatives. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are the valuation multiples of publicly traded companies that the representatives believe to be comparable to us, our financial information, the history of, and the prospects for, our company and the industry in which we compete, an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues, the present state of our development, and the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours. An active trading market for the shares may not develop. It is also possible that after the offering the shares will not trade in the public market at or above the initial public offering price. The underwriters do not expect to sell more than 5% of the shares in the aggregate to accounts over which they exercise discretionary authority. Price Stabilization, Short Positions and Penalty Bids Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our common stock. However, the representatives may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price. In connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. Covered short sales are sales made in an amount not greater than the underwriters option to purchase additional shares described above. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option granted to them. Naked short sales are sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters in the open market prior to the completion of the offering. The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions. Similar to other purchase transactions, the underwriters purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriters may conduct these transactions on the Nasdaq Global Market, in the over-the-counter market or otherwise. Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice. Electronic Distribution In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail. Other Relationships Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and or short positions in such securities and instruments. European Economic Area In relation to each Member State of the European Economic Area (each a Relevant State), no shares have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that the shares may be offered to the public in that Relevant State at any time (i)to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation (ii)to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of representatives for any such offer or (iii)in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of the shares shall require us or any of the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. For the purposes of this provision, the expression an offer to the public in relation to the shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares, and the expression Prospectus Regulation means Regulation (EU) 2017 1129. The above selling restriction is in addition to any other selling restrictions set out below. Notice to Prospective Investors in the United Kingdom No shares have been offered or will be offered pursuant to the offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the Shares which has been approved by the Financial Conduct Authority, except that the shares may be offered to the public in the United Kingdom at any time (i)to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation (ii)to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer or (iii)in any other circumstances falling within Section 86 of the FSMA, provided that no such offer of the shares shall require the Issuer or any Manager to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an offer to the public in relation to the shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares and the expression UK Prospectus Regulation means Regulation (EU) 2017 1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. Notice to Prospective Investors in Switzerland The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland. Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority, or FINMA, and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares. Notice to Prospective Investors in the Dubai International Financial Centre This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or DFSA. This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor. Notice to Prospective Investors in Australia No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, or ASIC, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act. Any offer in Australia of the shares may only be made to persons (the Exempt Investors) who are sophisticated investors (within the meaning of section 708(8) of the Corporations Act), professional investors (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act. The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions. This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters. Notice to Prospective Investors in Hong Kong The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (i) to professional investors as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance or (ii) in other circumstances which do not result in the document being a prospectus as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the Securities and Futures Ordinance and any rules made under that Ordinance. Notice to Prospective Investors in Japan The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, Japanese Person shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan. Notice to Prospective Investors in Singapore This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the shares were not offered or sold or caused to be made the subject of an invitation for subscription or purchase and will not be offered or sold or caused to be made the subject of an invitation for subscription or purchase, and this prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares, has not been circulated or distributed, nor will it be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time, or SFA) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, or a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA, where no consideration is or will be given for the transfer, where the transfer is by operation of law, or as specified in Section 276(7) of the SFA. In connection with Section 309B of the SFA and the Capital Markets Products, or CMP, Regulations 2018, the shares are prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in Monetary Authority of Singapore Notice SFA 04-N12 Notice on the Sale of Investment Products and Monetary Authority of Singapore Notice FAA-N16 Notice on Recommendations on Investment Products). Notice to Prospective Investors in Canada The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser s province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering. LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for us by Latham Watkins LLP. The validity of the shares of common stock offered hereby will be passed upon for the underwriters by Cooley LLP. EXPERTS The financial statements as of December 31, 2020 and December 31, 2019 and for each of the two years in the period ended December 31, 2020 included in this Prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. WHERE YOU CAN FIND MORE INFORMATION We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some items of which are contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement and its exhibits. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The exhibits to the registration statement should be reviewed for the complete contents of these contracts and documents. A copy of the registration statement and its exhibits may be obtained from the SEC upon the payment of fees prescribed by it. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file electronically with it. We are not currently subject to the informational requirements of the Exchange Act. Upon completion of this offering, we will become subject to the information and periodic and current reporting requirements of the Exchange Act, and in accordance therewith, will file periodic and current reports, proxy statements and other information with the SEC. The registration statement, such periodic and current reports and other information can be obtained electronically by means of the SEC s website at www.sec.gov. Through and including , 2021 (the 25th day after the date of this prospectus) all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Shares Common Stock P R O S P E C T U S BofA Securities Goldman Sachs Co. LLC Cowen Guggenheim Securities SVB Leerink , 2021 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution The following table sets forth all the costs and expenses, other than underwriting discounts, payable in connection with the sale of the shares of common stock being registered hereby. Except as otherwise noted, the Registrant will pay all of the costs and expenses set forth in the following table. All amounts shown below are estimates, except the SEC registration fee, the FINRA filing fee and the Nasdaq Global Market listing fee Amount Paid or to Be Paid SEC registration fee$16,562 FINRA filing fee23,270 Nasdaq Global Market listing fee150,000 Printing and engraving expenses500,000 Legal fees and expenses2,000,000 Accounting fees and expenses1,100,000 Transfer agent and registrar fees5,000 Miscellaneous expenses205,168 Total $4,000,000 __________________ *To be filed by amendment. Item 14. Indemnification of Directors and Officers The Registrant is governed by the Delaware General Corporation Law, or DGCL. Section 145 of the DGCL provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was or is an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the corporation s best interest and, for criminal proceedings, had no reasonable cause to believe that such person s conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys fees) which such officer or director actually and reasonably incurred in connection therewith. The Registrant s amended and restated certificate of incorporation and amended and restated bylaws will authorize the indemnification of its officers and directors, consistent with Section 145 of the DGCL. Reference is made to Section 102(b)(7) of the DGCL, which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director s fiduciary duty, except (i) for any breach of the director s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing II-1 violation of law, (iii) pursuant to Section 174 of the DGCL, which provides for liability of directors for unlawful payments of dividends of unlawful stock purchase or redemptions or (iv) for any transaction from which a director derived an improper personal benefit. We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors and officers for some expenses, including attorneys fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request. We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers. In any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act against certain liabilities. Item 15. Recent Sales of Unregistered Securities During the three years preceding the filing of this registration statement, we have issued the following securities which were not registered under the Securities Act of 1933, as amended 1.In July 2020 and August 2020, we completed the sale of an aggregate of 5,226,969 shares of our Series F redeemable convertible preferred stock to certain investors at a purchase price of $14.7279 per share, for an aggregate purchase price of approximately $77.0 million. All of our shares of Series F redeemable convertible preferred stock will convert into shares of our common stock immediately prior to the closing of our initial public offering. 2.In June 2021, we completed the sale of an aggregate of 4,447,530 shares of our Series G redeemable convertible preferred stock to certain investors at a purchase price of $19.1116 per share, for an aggregate purchase price of approximately $85.0 million. All of our shares of Series G redeemable convertible preferred stock will convert into shares of our common stock immediately prior to the closing of our initial public offering. 3.Since January 1, 2018, we have granted stock options to employees, directors and consultants, covering an aggregate of 7,950,935 million shares of our common stock under our 2008 Stock Plan, at exercise prices ranging from $4.37 to $12.35 per share, and have issued 2,613,697 million shares of common stock upon exercise of stock options under our 2008 Stock Plan with an aggregate exercise price of $6.1 million. The issuances of the securities in the transactions described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Rules 506 and 701 promulgated thereunder. The securities were issued directly by the registrant and did not involve a public offering or general solicitation. The recipients of such securities represented their intentions to acquire the securities for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof. Item 16. Exhibits and Financial Statement Schedules (a)Exhibits. Exhibit No.Exhibit Description 1.1Form of Underwriting Agreement. 3.1Form of Amended and Restated Certificate of Incorporation of the Registrant, to be effective upon the consummation of this offering. 3.2Form of Amended and Restated Bylaws of the Registrant, to be effective upon the consummation of this offering. 5.1Opinion of Latham Watkins LLP. II-2 10.1*+Offer Letter, by and between the Registrant and Reza Zadno, Ph.D., dated as of January 31, 2020. 10.2*+Offer Letter, by and between the Registrant and Kevin Waters, dated as of August 7, 2018. 10.3*+Offer Letter, by and between the Registrant and Hisham Shiblaq, dated as of March 21, 2019. 10.4+Amended and Restated 2008 Stock Plan. 10.4(a)+Form of Stock Option Agreement under the Amended and Restated 2008 Stock Plan. 10.5Form of Indemnification and Advancement Agreement. 10.6*Amended and Restated Exclusive License Agreement, by and between the Registrant and AquaBeam LLC, dated as of September 13, 2019. 10.7*Loan and Security Agreement, by and between the Registrant and Oxford Finance LLC, dated as of September 25, 2019. 10.7(a)*First Amendment to Loan and Security Agreement, by and between the Registrant and Oxford Finance LLC, dated as of January 15, 2021. 10.7(b)*Second Amendment to Loan and Security Agreement, by and between the Registrant and Oxford Finance LLC, dated as of April 6, 2021. 10.8*Lease Agreement, by and between the Registrant and Westport Office Park LLC, dated as of July 15, 2013. 10.8(a)*First Amendment to Lease Agreement, by and between the Registrant and Westport Office Park LLC, dated as of March 2, 2016. 10.8(b)*Second Amendment to Lease Agreement, by and between the Registrant and Westport Office Park LLC, dated as of May 20, 2016. 10.8(c)*Third Amendment to Lease Agreement, by and between the Registrant and Westport Office Park LLC, dated as of April 4, 2018. 10.9*Amended and Restated Investor Rights Agreement, by and among the Registrant and the investors named therein and the founder named therein, dated June 10, 2021. 10.10+Non-Employee Director Compensation Program. 10.11+2021 Equity Incentive Award Plan. 10.11(a)+Form of Stock Option Agreement under the 2021 Equity Incentive Award Plan. 10.11(b)+Form of Restricted Stock Unit Agreement under the 2021 Equity Incentive Award Plan. 10.12+2021 Employee Stock Purchase Plan. 10.13+Amended and Restated Change of Control Severance Agreement, by and between the Registrant and Reza Zadno, Ph.D., which will become effective in connection with this offering. 10.14+Amended and Restated Change of Control Severance Agreement, by and between the Registrant and Kevin Waters, which will become effective in connection with this offering. 10.15+Amended and Restated Change of Control Severance Agreement, by and between the Registrant and Hisham Shiblaq, which will become effective in connection with this offering. 21.1*List of subsidiaries of the Registrant. 23.1Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. 23.2Consent of Latham Watkins LLP (included in Exhibit 5.1). 24.1*Power of Attorney (included on signature page). II-3 __________________ *Previously filed. + Indicates management contract or compensatory plan. (b)Financial Statement Schedules. Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or the notes thereto. Item 17. Undertakings The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. The undersigned Registrant hereby undertakes that (1)For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2)For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redwood City, State of California on this 8th day of September, 2021. PROCEPT BIOROBOTICS CORPORATION By s Reza Zadno Name Reza Zadno, Ph.D. Title Chief Executive Officer SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. SignatureTitleDate s Reza ZadnoPresident, Chief Executive Officer and DirectorSeptember 8, 2021 Reza Zadno, Ph.D.(principal executive officer) s Kevin WatersSVP, Chief Financial Officer September 8, 2021 Kevin Waters(principal financial and accounting officer) *Director and Chair of the BoardSeptember 8, 2021 Frederic Moll, M.D. *DirectorSeptember 8, 2021 Antal Desai *DirectorSeptember 8, 2021 Amy Dodrill *DirectorSeptember 8, 2021 Taylor Harris *DirectorSeptember 8, 2021 Thomas Krummel, M.D. *DirectorSeptember 8, 2021 Rodney Perkins, M.D. *DirectorSeptember 8, 2021 Colby Wood *Pursuant to power of attorney. By s Reza Zadno Reza Zadno As Attorney-in-Fact II-5 PROCEPT BioRobotics Corporation INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 2019 and 2020, and Six Months Ended June 30, 2020 and 2021 (unaudited) Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Financial Statements Consolidated Balance Sheets F-3 Consolidated Statements of Operations and Comprehensive Loss F-4 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders Deficit F-5 Consolidated Statements of Cash Flows F-7 Notes to Consolidated Financial Statements F-9 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of PROCEPT BioRobotics Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of PROCEPT BioRobotics Corporation and its subsidiaries (the Company ) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, of redeemable convertible preferred stock and stockholders deficit and of cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements ). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Change in Accounting Principle As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2020. Basis for Opinion These consolidated financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on the Company s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. s PricewaterhouseCoopers LLP San Jose, California June 25, 2021, except for the effects of the par value change discussed in Note 2 to the consolidated financial statements, as to which the date is August 18, 2021, and except for the effects of the reverse stock split discussed in Note 2 to the consolidated financial statements, as to which the date is September 8, 2021 We have served as the Company s auditor since 2020. PROCEPT BioRobotics Corporation CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) December 31,June 30, 201920202021 (unaudited) Assets Current assets Cash and cash equivalents$42,021 $100,130 $159,224 Accounts receivable, net1,099 1,549 5,140 Inventory6,284 6,924 10,012 Prepaid expenses and other current assets1,332 1,653 2,138 Total current assets50,736 110,256 176,514 Restricted cash691 777 777 Property and equipment, net8,273 8,274 6,456 Operating lease right-of-use assets, net 4,641 4,042 Intangibles asset, net2,295 2,023 1,886 Other non-current assets 902 Total assets$61,995 $125,971 $190,577 Liabilities, Redeemable Convertible Preferred Stock and Stockholders' Deficit Current liabilities Accounts payable$1,444 $1,240 $3,347 Accrued compensation2,338 4,640 3,987 Note payable current portion 4,551 Operating lease current portion 1,708 1,960 Convertible preferred stock warrant liability870 177 129 Other current liabilities2,138 2,210 4,331 Total current liabilities6,790 14,526 13,754 Note payable non-current portion23,224 44,407 49,490 Operating lease non-current portion 4,096 3,088 Loan facility derivative liability1,482 1,782 1,787 Deferred rent non-current portion1,068 Other non-current liabilities200 200 200 Total liabilities32,764 65,011 68,319 Commitments and contingencies (see Note 9) Redeemable convertible preferred stock issuable in series, $0.00001 par value Authorized shares 21,746, 26,984 and 31,432, at December 31, 2019 and 2020, and June 30, 2021 (unaudited), respectively Issued and outstanding shares 20,998, 25,402 and 29,850 at December 31, 2019 and 2020, and June 30, 2021 (unaudited), respectively Aggregate liquidation preference $174,994, $245,768 and $330,768 at December 31, 2019 and 2020, and June 30, 2021 (unaudited), respectively173,068 243,854 328,564 Stockholders deficit Common stock, $0.00001 par value Authorized shares 32,105, 40,000 and 47,240 at December 31, 2019 and 2020, June 30, 2021 (unaudited), respectively Issued and outstanding shares 2,290, 4,713 and 5,792 at December 31, 2019 and 2020, June 30, 2021 (unaudited), respectively Additional paid-in capital4,808 18,788 22,803 Accumulated other comprehensive income (loss)4 (14)(39) Accumulated deficit(148,649)(201,668)(229,070) Total stockholders deficit(143,837)(182,894)(206,306) Total liabilities, convertible redeemable preferred stock and stockholders deficit$61,995 $125,971 $190,577 The accompanying notes are an integral part of these consolidated financial statements. PROCEPT BioRobotics Corporation CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except per share data) Year Ended December 31,Six Months Ended June 30, 2019202020202021 (unaudited) Revenue$6,169 $7,717 $2,389 $15,668 Cost of sales8,054 8,972 4,082 8,558 Gross profit(1,885)(1,255)(1,693)7,110 Operating expenses Research and development13,147 16,275 7,839 8,998 Selling, general and administrative28,518 30,272 14,084 22,648 Total operating expenses41,665 46,547 21,923 31,646 Loss from operations(43,550)(47,802)(23,616)(24,536) Interest expense(724)(5,261)(2,103)(2,900) Interest and other income (expense), net2,299 44 (13)34 Net loss$(41,975)$(53,019)$(25,732)$(27,402) Net loss per share, basic and diluted$(19.01)$(14.47)$(9.12)$(5.25) Weighted-average common shares used to compute net loss per share attributable to common shareholders, basic and diluted2,208 3,663 2,820 5,216 Other comprehensive loss Unrealized (loss) gain on cash equivalents(239)(18)19 (25) Comprehensive loss$(42,214)$(53,037)$(25,713)$(27,427) The accompanying notes are an integral part of these consolidated financial statements. PROCEPT BioRobotics Corporation CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS DEFICIT (in thousands) Redeemable Convertible Preferred StockCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Stockholders' Deficit SharesAmountSharesAmount Balance at December 31, 201820,705 $171,275 2,061 $ $2,513 $243 $(106,674)$(103,918) Issuance upon exercise of warrants293 1,793 Issuance upon exercise of options 229 301 301 Stock-based compensation expense 1,994 1,994 Unrealized loss on cash equivalents (239) (239) Net loss (41,975)(41,975) Balance at December 31, 201920,998 173,068 2,290 4,808 4 (148,649)(143,837) Conversion of redeemable convertible preferred stock to common stock(1,474)(9,520)1,474 9,520 9,520 Issuance upon exercise of warrants651 3,818 12 11 11 Issuance of redeemable convertible preferred stock, net of issuance costs5,227 76,488 Issuance upon exercise of options 937 2,276 2,276 Stock-based compensation expense 2,173 2,173 Unrealized loss on cash equivalents (18) (18) Net loss (53,019)(53,019) Balance at December 31, 202025,402 243,854 4,713 18,788 (14)(201,668)(182,894) Issuance of redeemable convertible preferred stock, net of issuance costs4,448 84,710 Issuance upon exercise of options 1,079 2,640 2,640 Stock-based compensation expense 1,375 1,375 Unrealized loss on cash equivalents (25) (25) Net loss (27,402)(27,402) Balance at June 30, 2021 (unaudited)29,850 $328,564 5,792 $ $22,803 $(39)$(229,070)$(206,306) Balance at December 31, 201920,998 $173,068 2,290 $ $4,808 $4 $(148,649)$(143,837) Issuance upon exercise of warrants120 609 Issuance upon exercise of options 820 2,003 2,003 Stock-based compensation expense 1,006 1,006 Unrealized loss on cash equivalents 19 19 Net loss (25,732)(25,732) Balance at June 30, 2020 (unaudited)21,118 $173,677 3,110 $ $7,817 $23 $(174,381)$(166,541) The accompanying notes are an integral part of these consolidated financial statements. PROCEPT BioRobotics Corporation CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31,Six Months Ended June 30, 2019202020202021 (unaudited) Cash flows from operating activities Net loss$(41,975)$(53,019)$(25,732)$(27,402) Adjustments to reconcile net loss to cash used in operating activities Depreciation and amortization1,494 2,860 1,430 1,765 Stock-based compensation expense1,994 2,173 1,006 1,375 Change in fair value of redeemable convertible preferred stock warrants and derivative liability(1,196)114 (91)(43) Non-cash lease expense (157)(6)(158) Inventory write-down 109 22 538 Amortization of net investment discount(603) Other non-cash expense 60 Changes in operating assets and liabilities Accounts receivable, net522 (511)(172)(3,591) Inventory(5,074)(3,105)(344)(3,299) Prepaid expenses and other current assets556 (339)(219)(1,412) Accounts payable(260)(205)(962)2,120 Accrued compensation459 2,302 521 (653) Accrued interest expense288 1,049 676 532 Deferred revenue(227)127 46 431 Deferred rent885 Other liabilities(681)199 (125)1,690 Net cash used in operating activities(43,818)(48,343)(23,950)(28,107) Cash flows from investing activities Sales of short-term investments23,830 Maturities of short-term investments26,934 Purchases of property and equipment(7,611)(233)(204)(149) Net cash provided by (used in) investing activities43,153 (233)(204)(149) Cash flows from financing activities Proceeds from issuance of common stock from the exercise of stock options301 2,288 2,002 2,640 Proceeds from issuance of note payable, net of issuance costs24,533 24,685 24,685 Proceeds from the exercise of redeemable convertible preferred stock warrants1,693 3,310 609 Proceeds from issuance of Series F redeemable convertible preferred stock, net of issuance costs 76,488 Proceeds from issuance of Series G redeemable convertible preferred stock, net of issuance costs 84,710 Net cash provided by financing activities26,527 106,771 27,296 87,350 Net increase in cash, cash equivalents and restricted cash25,862 58,195 3,142 59,094 Cash, cash equivalents and restricted cash Beginning of the period16,850 42,712 42,712 100,907 End of the period$42,712 $100,907 $45,854 $160,001 Reconciliation of cash, cash equivalents and restricted cash to balance sheets Cash and cash equivalents$42,021 $100,130 $45,077 $159,224 Restricted cash691 777 777 777 Cash, cash equivalents and restricted cash in balance sheets$42,712 $100,907 $45,854 $160,001 Supplemental cash flow information Interest paid$397 $3,969 $1,627 $2,369 Non-cash investing and financing activities Embedded loan facility derivative liability in loan facility$1,396 $ $ $ Transfer of evaluation units from inventory to property and equipment, net$2,560 $2,822 $804 $(439) Property and equipment included in accounts payable and accrued expenses$284 $210 $205 $226 Deferred offering costs included in accounts payable and other current liabilities$ $ $ $856 The accompanying notes are an integral part of these consolidated financial statements. redeemable convertible preferred stock. The par value of the common and redeemable convertible preferred stock was not adjusted as a result of the reverse stock split. All authorized, issued and outstanding common stock, redeemable convertible preferred stock, warrants for preferred stock, stock options and per share amounts contained in the financial statements have been retroactively adjusted to reflect this reverse stock split for all periods presented. Unaudited Interim Financial Statements The accompanying balance sheet as of June 30, 2021, the statements of operations and comprehensive loss and cash flows for the six months ended June 30, 2020 and 2021, and the statements of redeemable convertible preferred stock and stockholders deficit as of June 30, 2020 and 2021, are unaudited. The financial data and other information disclosed in these notes to the financial statements related to June 30, 2021, and the six months ended June 30, 2020 and 2021, are also unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to a fair statement of the Company s financial position as of June 30, 2021, and the results of its operations and cash flows for the six months ended June 30, 2020 and 2021. The results for the six months ended June 30, 2021, are not necessarily indicative of results to be expected for the year ending December 31, 2021, or for any other interim period or for any future year. Par Value Change On June 10, 2021, the Board of Directors and stockholders approved, and the Company filed, an amended and restated certificate of incorporation effecting a change in par value from $0.001 to $0.00001 per share of common stock and all redeemable convertible preferred stock. All issued and outstanding common stock and redeemable convertible preferred stock contained in the financial statements have been retroactively corrected to reflect this immaterial change in par value for all periods presented. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid securities, readily convertible to cash, that mature within 90 days or less from the original date of purchase to be cash equivalents, which include money market funds. Cash equivalents are considered available-for-sale marketable securities and are recorded at fair value, based on quoted market prices. Unrealized gains and losses are recorded in other comprehensive income (loss) and included as a separate component of stockholders deficit. Restricted cash is related to the Company s letter of credit for the lease of its corporate headquarters. Fair Value of Financial Instruments The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, which approximate fair value due to their relatively short maturities as well as the redeemable convertible preferred stock warrant liability and loan facility derivative liability. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value Level 1-Observable inputs such as quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2-Other inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. PROCEPT BioRobotics Corporation NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization Description of Business PROCEPT BioRobotics Corporation (the Company ) was incorporated in the state of California in 2007 and its headquarters are located in Redwood City, California. In April 2021, the Company re-incorporated in the state of Delaware. The Company received U.S. Food and Drug Administration clearance in December 2017 to market its AquaBeam Robotic System, an automated surgical robot providing tissue removal for the treatment of benign prostatic hyperplasia, a prostate gland enlargement condition. Liquidity As of December 31, 2020 and June 30, 2021 (unaudited), the Company had cash and cash equivalents of $100.1 million and $159.2 million, respectively, and an accumulated deficit of $201.7 million and $229.1 million, respectively. The Company has financed its operations with a combination of debt and equity financing arrangements. The Company expects its cash and cash equivalents, revenue and available debt financing arrangements, will be sufficient to fund its operations through at least the next twelve months from the issuance date of the consolidated financial statements. The Company has not achieved positive cashflow from operations to date and expects to continue incurring losses as it focuses on growing its business. The COVID-19 pandemic and the resulting economic downturn are affecting business conditions in the industry in which the Company operates. In response to the pandemic, many state and local governments in the United States issued orders that temporarily precluded elective procedures in order to conserve scarce health system resources. The Company has taken necessary precautions to safeguard its employees, patients, customers, and other stakeholders from the COVID-19 pandemic, while maintaining business continuity to support its patients, customers and employees. The timing, extent and continuation of any increase in procedures, and any corresponding increase in sales of the Company s products, and whether there could be a future decrease in the current level of procedures as a result of the COVID-19 pandemic or otherwise, remain uncertain and are subject to a variety of factors. 2. Summary of Significant Accounting Policies Basis of Preparation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ( U.S. GAAP ) and pursuant to the rules and regulations of the United States Securities and Exchange Commission ( SEC ). These consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements. Management uses significant judgment when making estimates related to its common stock valuation and related stock-based compensation, right-of-use lease asset, lease liability, the valuations of the redeemable convertible preferred stock warrant liability and loan facility derivative liability, as well as certain accrued liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Reverse Stock Split On September 7, 2021, the Board of Directors and stockholders approved, and the Company filed, an amended and restated certificate of incorporation effecting a 1-for-4.75 reverse stock split of common stock and all Level 3-Unobservable inputs that are supported by little or no market activities, which would require the Company to develop its own assumptions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following is a summary of cash and cash equivalents and other liabilities measured at fair value on a recurring basis (in thousands) December 31,June 30, 201920202021 Level 1Level 2Level 3TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3Total (unaudited) Cash and cash equivalents Cash$8,499 $ $ $8,499 $1,502 $ $ $1,502 $8,557 $ $ $8,557 Cash equivalents33,522 33,522 98,628 98,628 150,667 150,667 Total cash and cash equivalents$42,021 $ $ $42,021 $100,130 $ $ $100,130 $159,224 $ $ $159,224 Preferred stock warrant liability$ $ $870 $870 $ $ $177 $177 $ $ $129 $129 Loan facility derivative liability$ $ $1,482 $1,482 $ $ $1,782 $1,782 $ $ $1,787 $1,787 Cash equivalents consist primarily of money market funds. There were no transfers in and out of Level 3 during the years ended December 31, 2019 and 2020, and the six months ended June 30, 2021 (unaudited). Redeemable Convertible Preferred Stock Warrants The following table sets forth a summary of the changes in the estimated fair value of the Company s redeemable convertible preferred stock warrants, which represents financial instruments with valuations classified as Level 3. When a determination is made to classify a financial instrument within Level 3, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable inputs, observable inputs (that is, components that are actively quoted and can be validated to external sources). Accordingly, the gain or loss in the table below includes changes in fair value due in part to observable factors that are part of the Level 3 methodology recognized in the statement of operations as a component of interest and other income or expense as appropriate (in thousands) Year Ended December 31,Six Months Ended June 30, 2019202020202021 (unaudited) Beginning of the period$2,164 $870 $870 $177 Exercised(98)(508)(120) Change in fair value(1,196)(185)(1)(48) End of the period$870 $177 $749 $129 The fair value of the redeemable convertible preferred stock warrant liability was determined using the Black-Scholes option pricing model using the following assumptions Year Ended December 31,Six Months Ended June 30, 2019202020202021 (unaudited) Expected life (years)0.91.70.8 0.9 Expected volatility53 %68 %61 %60 % Risk-free interest rate1.6 %0.1 %0.1 %0.5 % Expected dividend rate % % % % Loan facility derivative liability In connection with the Company s loan facility, the Company is obligated to pay a fee upon the earlier occurrence of a defined liquidity event, including but not limited to, a merger or sale of our assets or voting stock, or achieving a $200 million trailing twelve months revenue target, in each case, by September 2029. The fee is calculated at the time of the liquidity event occurrence to be $1 million if only the first installment has been drawn, $2 million if the first two installments have been drawn, $2.4 million if the first three installments have been drawn, or $3 million if all four installments have been drawn, in each case, upon the occurrence of the liquidity event. The Company has determined this fee is a freestanding derivative instrument. The $1.4 million fair value of this loan facility derivative was recorded as a debt discount and liability on the date of issuance in connection with obtaining additional financing as applicable and will be revalued every reporting period until the earlier occurrence of a defined liquidity event or achieving a revenue target by September 2029 or termination of such fee arrangement. The following table sets forth a summary of the changes in the estimated fair value of the Company s loan facility derivative liability, classified as Level 3 (in thousands) Year Ended December 31,Six Months Ended June 30, 2019202020202021 (unaudited) Beginning of the period$86 $1,482 $1,482 $1,782 Issued1,396 Change in fair value 300 216 5 End of the period$1,482 $1,782 $1,698 $1,787 The fair value of the loan facility derivative liability was determined using a discounted cashflow calculation discounted at 10%. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash equivalents and, to a lesser extent, accounts receivable. The Company believes that credit risk in its accounts receivable is mitigated by its credit evaluation process, relatively short collection terms and diversity of its customer base. The Company generally does not require collateral and losses on accounts receivable have historically been within management s expectations. The Company s investment policy limits investments to certain types of debt securities issued by the U.S. government, its agencies, and institutions with investment-grade credit ratings, as well as corporate debt or commercial paper issued by the highest quality financial and non-financial companies, and places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash and cash equivalents and issuers of investments to the extent recorded on the balance sheets. The Company has limited its credit risk associated with cash and cash equivalents by placing its investments with banks it believes are highly creditworthy and with highly rated investments. Allowance for Doubtful Accounts The Company provides for uncollectible accounts receivable by recording an allowance for doubtful accounts for balances deemed uncollectible. The Company evaluates the collectability of its accounts receivable based on known collection risks and historical experience. In circumstances where the Company is aware of a specific customer s inability to meet its financial obligations to the Company (e.g., bankruptcy filings, substantial downgrading of credit ratings), the Company records a specific allowance for bad debts against amounts due to reduce the carrying amount of accounts receivable to the amount it reasonably believes will be collected. The Company has not experienced any significant collection issues. Inventory Inventories are valued at the lower of cost, computed on a first-in, first-out basis, or net realizable value. The allocation of production overhead to inventory costs is based on normal production capacity. Abnormal amounts of idle facility expense, freight, handling costs, and consumption are expensed as incurred, and not included in overhead. The Company maintains provisions for excess and obsolete inventory based on management s estimates of forecasted demand and, where applicable, product expiration. Property and Equipment and Intangible Assets Property and equipment and Intangible Assets are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization for property and equipment are determined using the straight-line method over the estimated useful lives of the respective assets, generally three to five years. The Company reclassifies inventory used at customer sites for evaluation purposes to property and equipment due to a limited history of sales of evaluation units. Amortization of intangible assets are determined using the straight-line method over the estimated useful lives, generally through the patent expiration date. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the lease. Maintenance and repairs are charged to operations as incurred. Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment and intangible assets, net, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require that a long-lived asset be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by the asset group to the carrying amount of the asset group. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. The Company determines fair value using the income approach based on the present value of expected future cash flows or other appropriate measures of estimated fair value. The Company s cash flow assumptions consider historical and forecasted revenue and operating costs and other relevant factors. Since inception, the Company has not recorded impairment charges on its long-lived assets. Deferred Offering Costs The Company capitalizes, within other assets, certain legal, accounting and other third-party fees that are directly related to the Company s in-process equity financings, including its planned initial public offering, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses. There were no deferred offering costs as of December 31, 2020 and $0.9 million as of June 30, 2021 (unaudited). Deferred Revenue and Cost of Sales The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records deferred revenue when revenue will be recognized subsequent to invoicing. Service agreements are generally invoiced annually at the beginning of each coverage period and recorded as deferred revenue and recognized as revenue ratably over the coverage period. Deferred revenue that will be recognized during the 12 months following the balance sheet date is recorded as the current portion of deferred revenue, and the remaining portion, if any, would be recorded as non-current. Deferred cost of sales consists of cost for inventory items that have been shipped, but not all revenue recognition criteria has been met. Deferred cost of sales is included with prepaid expenses and other current assets in the consolidated balance sheets. Costs of sales under service agreements are recognized as incurred. Redeemable Convertible Preferred Stock The Company records redeemable convertible preferred stock at fair value on the date of issuance, net of issuance costs. The redeemable convertible preferred stock is recorded outside of permanent equity because it contains liquidation features that are not solely within the Company s control. The Company determined that the carrying values of the redeemable convertible preferred stock should not be adjusted to the liquidation preferences because it is uncertain whether or when an event would occur that would obligate the Company to pay the liquidation preferences to holders of shares of redeemable convertible preferred stock. Subsequent adjustments to the carrying values of the redeemable convertible preferred stock to the liquidation preferences will be made only when it is probable that the redeemable convertible preferred stock will become redeemable. Redeemable Convertible Preferred Stock Warrant Liability The Company has issued freestanding warrants to purchase shares of redeemable convertible preferred stock to investors in connection with sales of certain of its redeemable convertible preferred stock. The Company classified these warrants as a derivative liability because they create a conditional obligation for the Company to repurchase its own shares for cash or other assets. The fair value of the warrants are recorded on the consolidated balance sheets at the issuance of the warrants and remeasured to fair value at each financial reporting date. The changes in the fair value of the warrants are recorded in the statement of operations as a component of interest and other income or expense as appropriate. The Company will continue to adjust the carrying value of the redeemable convertible preferred stock warrant liability for changes in the fair value of the warrants until the earlier of the exercise of the warrants, at which time the liability will be reclassified to temporary equity or the expiration of the warrant, at which time the entire amount would be reversed and reflected in the consolidated statements of operations and comprehensive loss. Loan Facility Derivative Liability The Company has determined that its obligation to pay success fees to a lender upon a successful liquidation event or achieving a revenue target represents freestanding financial instruments. The instruments are classified as a non-current liability in the consolidated balance sheets and is subject to remeasurement at each financial reporting date. Any change in fair value is recognized through other income (expense) in the consolidated statements of operations and comprehensive loss. Leases For agreements with a term of more than twelve months, the Company determines if an agreement contains a lease at inception. Operating lease liabilities represent an obligation to make lease payments arising from the lease agreement. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the remaining lease term. In determining the present value of lease payments, the Company estimates its incremental borrowing rate as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term, of an amount equal to the lease payments in a similar economic environment. Operating lease liabilities are included in the Company s consolidated balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and are classified as non-current assets. Lease expense is recognized on a straight-line basis over the expected lease term in the Company s consolidated statements of operations and comprehensive loss. Through December 31, 2019, the Company recorded the difference between rent paid and the straight-line rent as a deferred rent liability and leasehold improvements funded by landlord incentives or allowances are recorded as leasehold improvement assets and a corresponding deferred rent liability. Upon adoption of Accounting Standards Codification ( ASC 842 ) on January 1, 2020, the unamortized deferred rent liability has been reclassified to reduce the right-of-use asset. The Company has not elected to separate lease and non-lease components for any leases within its existing classes of assets and, as a result, records a right-of-use asset and lease liability based on the present value of the future minimum lease payments over the term at commencement date. Variable lease payments are expensed as incurred. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company has lessor arrangements with customers for a fixed monthly fee with no non-lease components, typically for 3-12 months. These arrangements are accounted for as an operating lease in accordance with ASC 842. These arrangements and related revenue are immaterial to the periods presented. Warranty Warranty costs are accrued based on the Company s best estimates when management determines that it is probable a charge or liability has been incurred and the amount of loss can be reasonably estimated, including any recalls. The Company initiated voluntary recalls for a limited number of handpieces due to certain issues related to supply chain and manufacturing processes, of which the expense recognized is not material. While the Company believes that historical experience provides a reliable basis for estimating such warranty cost, unforeseen quality issues or component failure rates could result in future costs in excess of such estimates. Revenue Recognition Revenue is derived primarily from the sales of the AquaBeam Robotic Systems, and handpieces that are for one-time use during each surgery using the AquaBeam Robotic System. The AquaBeam Robotic System contains both software and non-software components that are delivered together as a single product and generally contain a one-year warranty. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC Topic 606, Revenue from Contracts with Customers ( ASC 606 ), the Company performs the following five steps (i) identify the contract with a customer (ii) identify the performance obligations in the contract (iii) determine the transaction price (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when, or as, the Company satisfies the performance obligations. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct based on the contract. The contracts are typically in the form of an agreement and a purchase order from the customer. The Company s AquaBeam Robotic System sales generally contain multiple products and services and can include a combination of the following performance obligations robotic system, handpieces and consumables, and service. The Company determines the transaction price it expects to be entitled to in exchange for transferring the promised product to the customer, which is based on the invoiced price for the products. All prices are at fixed amounts per the sales agreement with the customer and there are generally no discounts, rebates or other price concessions or a right of return, once the agreement is signed. For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the products or services. If a standalone selling price is not directly observable, then the Company estimates the standalone selling price considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services, geographies, and type of customer. The Company regularly reviews standalone selling prices and updates these estimates as necessary. The Company recognizes revenue as the performance obligations are satisfied by transferring control of the product or service to a customer. The Company generally recognizes revenue for the performance obligations at the following points in time AquaBeam Robotic Systems - For systems (including system components and system accessories) sold directly to end customers, revenue is recognized when the Company transfers control to the customer, which is generally at the time of delivery. Systems rented for a fixed monthly fee during an evaluation period, typically 3-12 months, are recognized as revenue straight-line during the lease term, in accordance with ASC 842, and are not material. For systems sold following an evaluation period, revenue is recognized generally once sales terms are mutually agreed (as the system is already installed at the customer site). For systems sold through distributors, revenue is recognized generally at the time of delivery. The Company s system arrangements generally do not provide a right of return. The systems are generally covered by a one-year warranty. Hand pieces and other consumables - Revenue from sales of handpieces and other consumables is recognized when control is transferred to the customers, which generally occurs at the time of shipment but also occurs at the time of delivery. Service - Service revenue, inclusive of the amounts associated with the AquaBeam Robotic System warranties, is recognized over the term of the service period, as the customer benefits from the services throughout the service period. The Company has determined that certain promises in the multiple-element arrangements, such as installation, training and certain ancillary products, are immaterial, and or do not represent separate performance obligations for which transaction price is allocated. Revenue is recognized when the item is delivered, which is when control is transferred to the customer. Systems rented for a fixed monthly fee during an evaluation period, typically 3-12 months, are recognized as revenue straight line during the lease term, in accordance with ASC 842, and are not material. For systems sold following an evaluation or lease period, revenue is recognized once the sales terms are mutually agreed (as the system is already installed at the customer site). The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records deferred revenue when revenue is recognized subsequent to invoicing, such as service contracts, which are recognized ratably as revenue over the performance period, which is not material. The Company s typical payment terms are between approximately 30 to 90 days. The Company expenses shipping and handling costs as incurred and includes them in the cost of sales. In those cases where shipping and handling costs are billed to customers, the Company classifies the amounts billed as a component of revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue. The Company expenses any incremental costs of obtaining a contract, including but not limited to, sales commissions, as and when incurred as the expected amortization period of the incremental costs would have been less than one year and are reported in selling, general and administrative expense in the statements of operations and comprehensive loss. The following table presents revenue disaggregated by type and geography (in thousands) Year Ended December 31,Six Months Ended June 30, 2019202020202021 (unaudited) U.S. System sales and rentals$1,086 $2,334 $460 $9,330 Hand pieces and other consumables982 1,699 478 3,274 Service 67 10 209 Total U.S. revenue2,068 4,100 948 12,813 Outside of U.S. System sales and rentals2,446 1,824 743 1,244 Hand pieces and other consumables1,641 1,722 682 1,493 Service14 71 16 118 Total outside of U.S. revenue4,101 3,617 1,441 2,855 Total revenue$6,169 $7,717 $2,389 $15,668 The following table presents revenue by significant geographical locations outside the United States for the periods indicated Year Ended December 31,Six Months Ended June 30, 2019202020202021 (unaudited) Germany28 %31 %24 % * Italy19 % * * * Austria * * 18 % * Switzerland * * 14 % * * Less than 10% of total net revenues for the period indicated. Cost of Sales Cost of sales consists primarily of manufacturing overhead costs, material costs and direct labor, including stock-based compensation. A significant portion of the Company s cost of sales currently consists of manufacturing overhead costs. These overhead costs include the cost of quality assurance, material procurement, inventory control, facilities, warranty and field service, equipment and operations supervision and management. Cost of sales also includes depreciation expense for production equipment and purchased intangibles and certain direct costs such as shipping costs. Research and Development Research and development costs are expensed as incurred. Research and development costs consist primarily of engineering, product development, and regulatory affairs, consulting services, materials, depreciation and other costs associated with products and technologies being developed. These expenses include employee and non-employee compensation, including stock-based compensation, supplies, materials, quality assurance expenses, consulting, related travel expenses and facilities expenses. Stock-Based Compensation The Company maintains a payment equity incentive plan to provide long-term incentives for employees, consultants and members of the board of directors. The plan allows for the issuance of non-statutory and incentive stock options to employees and non-statutory stock options to consultants and non-employee directors. The Company is required to determine the fair value of equity incentive awards and recognize compensation expense for all equity incentive awards made to employees and directors, including employee stock options. Stock-based compensation expense is recognized over the requisite service period in the statements of operations and comprehensive loss. The Company uses the straight-line method for expense attribution. The valuation model used for calculating the fair value of awards for stock-based compensation expense is the Black-Scholes option-pricing model (the Black-Scholes model ). The Black-Scholes model requires the Company to make assumptions and judgments about the variables used in the calculation, including the fair value of the Company s common stock, the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility of common stock, an assumed risk-free interest rate and an expected dividend rate. The fair value of the Company s common stock underlying the stock options has historically been determined by the Company s board of directors ( Board ). Because there has been no public market for our common stock, the Board has determined the fair value of the Company s common stock at the time of grant of the option by considering a number of objective and subjective factors, including valuations of comparable companies, sales of the Company s redeemable convertible preferred stock, operating and financial performance and the general and industry-specific economic outlook. The Company uses the simplified method to determine the expected term of the stock option. Expected volatility is based on an average of the historical volatilities of the common stock of publicly-traded companies with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the option. The Company has elected to account for forfeitures when they occur. Common Stock Valuation The Company s intent has been to grant all options with an exercise price not less than the fair value of its common stock underlying those options on the date of grant. The Company has determined the estimated fair value of its common stock at each valuation date in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the Practice Aid ). The Company s board of directors, with the assistance of management, developed these valuations using significant judgment and taking into account numerous factors, including valuations of its common stock with the assistance of independent third-party valuation specialists the stage of development and business strategy, including the status of research and development efforts, of its products and product candidates, and the material risks related to its business and industry the results of operations and financial position, including its levels of available capital resources the valuation of publicly traded companies in the life sciences and medical device sectors, as well as recently completed mergers and acquisitions of peer companies the prices of its redeemable convertible preferred stock sold to investors in arm s length transactions and the rights, preferences, and privileges of its redeemable convertible preferred stock relative to those of its common stock the likelihood of achieving a liquidity event for the holders of its common stock, such as an initial public offering or a sale of the Company given prevailing market conditions the inability of our stockholders to freely trade our common stock in the public markets, resulting in a discount to reflect the lack of marketability of our common stock based on the weighted-average expected time to liquidity. trends and developments in its industry and external market conditions affecting the life sciences and medical device industry sectors. The Company s board of directors determined the fair value of its common stock by first determining the enterprise value of the Company s business using the market approach, income approach or from the value implied by the latest round of equity financing, and then allocating the value among the various classes of its equity securities to derive a per share value of its common stock. The Practice Aid identifies various available methods for allocating enterprise value across classes and series of capital stock to determine the estimated fair value of common stock at each valuation date. For all option grant dates through December 31, 2020 and June 30, 2021, the Board allocated the enterprise value based on the option pricing method ( OPM ). OPM treats the rights of the holders of preferred and common stock as equivalent to call options on any value of the enterprise above certain break points of value based upon the liquidation preferences of the holders of preferred stock, as well as their rights to participation and conversion. Thus, the estimated value of the common stock can be determined by estimating the value of its portion of each of these call option rights. When valuing options granted round the time of an equity financing that is considered arms-length, OPM derives the Company s equity value of a company from the price of the securities issued by the Company in the equity financing. Following the closing of this offering, the fair value of the Company s common stock will be determined based on the closing price of its common stock on The Nasdaq Global Market. Advertising Expenses The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses were not significant. Defined Contribution Plan The Company has a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code. This plan allows eligible employees to defer a portion of their annual compensation on a pre-tax basis. The Company is authorized to make matching contributions but has not made such contributions for the years ended December 31, 2019 and 2020, and the six months ended June 30, 2021 (unaudited). Income Taxes The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. Valuation allowances against deferred tax assets are established when necessary to reduce deferred tax assets to the amounts expected to be realized. Currently, the Company has recorded a full valuation allowance against its deferred tax assets and there is no provision for income taxes, as the Company has incurred operating losses to-date. The Company s policy is to record interest and penalties expense related to uncertain tax positions as a component of income tax expense in the statement of operations. Net Loss Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock and common stock equivalent shares from dilutive stock options and common stock warrants outstanding during the period. Because the Company has reported a net loss for all periods presented, diluted net loss per share is the same as basic net loss per share for those periods as all potentially dilutive securities were antidilutive in those periods. The Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. The shares of the Company s redeemable convertible preferred stock participate in any dividends declared by the Company and are therefore considered to be participating securities. Net loss per share was determined as follows (in thousands, except per share amounts) Year Ended December 31,Six Months Ended June 30, 2019202020202021 (unaudited) Net loss$(41,975)$(53,019)$(25,732)$(27,402) Weighted-average common stock outstanding2,208 3,663 2,820 5,216 Net loss per share, basic and diluted$(19.01)$(14.47)$(9.12)$(5.25) The following potentially dilutive securities outstanding have been excluded from the computations of weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported (in common stock equivalent shares, in thousands) December 31,June 30, 2019202020202021 (unaudited) Redeemable convertible preferred stock outstanding20,998 25,402 21,118 29,850 Redeemable convertible preferred stock warrants745 72 606 72 Common stock warrants12 12 Common stock options5,748 6,507 5,784 6,621 Total27,503 31,981 27,520 36,543 Comprehensive Loss Comprehensive loss consists of net loss and changes in unrealized gains and losses on cash equivalents and available-for-sale marketable securities. Accumulated other comprehensive income (loss) is presented in the accompanying balance sheets, when applicable. Segment, Geographical and Customer Concentration The Company operates as a single operating segment. The Company s chief operating decision maker, its Chief Executive Officer, reviews financial information on an aggregate basis for the purposes of allocating resources and evaluating financial performance. The Company s assets are primarily based in the United States. One customer accounted for 19% of revenue during the year ended December 31, 2019. No customers accounted for more than 10% of revenue during the year ended December 31, 2020. Two customers accounted for 13% and 12% of revenue during the six months ended June 30, 2020 (unaudited). No customers accounted for more than 10% of revenue during the six months ended June 30, 2021 (unaudited). The following table presents revenue by significant geographical locations outside the United States for the periods presented Year Ended December 31,Six Months Ended June 30, 2019202020202021 (unaudited) Germany28 %31 %24 % * Italy19 % * * * Austria * * 18 % * Switzerland * * 14 % * * Less than 10% of total net revenues for the period indicated. Three customers each accounted for 20%, 18%, and 11% of accounts receivable at December 31, 2019. Two customers each accounted for 22% and 13% of accounts receivable at December 31, 2020. One customer accounted for 11% of accounts receivable at June 30, 2021 (unaudited). JOBS Act Accounting Election The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to avail itself of this exemption and, therefore, for new or revised accounting standards applicable to public companies, the Company will be subject to an extended transition period until those standards would otherwise apply to private companies. Recent Accounting Pronouncements In August 2018, the Financial Accounting Standards Board ( FASB ) issued Accounting Standards Update ( ASU ) No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement ( ASU 2018-13 ). The amendments on changes in unrealized gains and losses recognized in other comprehensive income categorized within Level 3, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted ASU 2018-13 as of January 1, 2020, which did not have a material impact on its consolidated financial statements. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842) Targeted Improvements ( ASU 2018-11 ). ASU 2018-11 provided an alternative implementation method in addition to the current modified retrospective transition method for ASU No. 2016-2, Leases Amendments to the FASB Accounting Standards Codification ( ASU 2016-2 ), issued in February 2016. Under ASU 2018-11, an entity may elect to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Under ASU 2016-2, a lessee is required to recognize assets and liabilities for leases with lease terms of more than twelve months. ASU 2016-2 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted ASC Topic 842, Leases, on January 1, 2020 using the modified retrospective transition method. In addition, the Company elected certain practical expedients permitted under the transition guidance, which allowed it to carryforward its historical long-term lease classification, its assessment on whether a contract is or contains a lease and the treatment of its initial direct costs for any leases that existed prior to the adoption of Topic 842. In determining the lease term at commencement date, any renewal or termination options are considered if they are reasonably assured of exercise. The Company has elected to exclude from its consolidated balance sheet any leases having a term of 12 months or less. The Company recorded a right-of-use leased asset of approximately $6.0 million and a corresponding lease liability of $7.4 million in its adoption of Topic 842. In addition, as of the adoption date, the Company derecognized a deferred rent obligation of $1.4 million. There was no cumulative effect adjustment upon the adoption of Topic 842. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments ( ASU 2016-13 ), which requires an entity to utilize a new impairment model known as the current expected credit loss ( CECL ) model to estimate its lifetime expected credit loss and record an allowance that, when deducted from the amortized cost basis of the financial assets and certain other instruments, including but not limited to available-for-sale debt securities. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. ASU 2016-13 requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. In November 2019, the FASB issued ASU 2019-10, Financial Instruments Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842) Effective Dates, which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022 for all entities except SEC reporting companies that are not smaller reporting companies. ASU 2016-13 will be effective for the Company beginning January 1, 2023. The Company is currently evaluating the impact of the adoption of ASU 2016-13 on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), which simplifies the accounting for income taxes, primarily by eliminating certain exceptions to ASC 740. This standard is effective for fiscal periods beginning after December 15, 2021. The Company is currently evaluating this standard and the impact it may have on its consolidated financial statements. 3. Composition of Certain Consolidated Financial Statement Items Inventory (in thousands) December 31,June 30, 201920202021 (unaudited) Raw materials$2,244 $2,647 $3,263 Work-in-process244 51 817 Finished goods3,796 4,226 5,932 Total inventory$6,284 $6,924 $10,012 Prepaid Expenses and Other Current Assets (in thousands) December 31,June 30, 201920202021 (unaudited) Inventory$402 $553 $737 Software240 375 557 Rent209 245 Insurance103 124 511 Other378 356 333 Total prepaid expenses and other current assets$1,332 $1,653 $2,138 As of June 30, 2021 (unaudited), other non-current assets consisted of deferred offering costs. Property and Equipment, Net (in thousands) December 31,June 30, 201920202021 (unaudited) Computer equipment$116 $203 $203 Laboratory and manufacturing equipment2,499 2,405 2,564 Furniture and fixtures37 37 37 Rental equipment468 1,247 842 Leasehold improvements4,941 4,941 4,941 Evaluation units2,454 4,229 3,791 Total property and equipment10,515 13,062 12,378 Less accumulated depreciation and amortization(2,242)(4,788)(5,922) Total property and equipment, net$8,273 $8,274 $6,456 Other Current Liabilities (in thousands) December 31,June 30, 201920202021 (unaudited) Accrued purchases$ $432 $188 Interest202 403 393 Professional services502 339 799 Sales tax90 302 398 Deferred revenue106 233 664 Clinical trial expenses477 47 61 Warranty expenses188 560 Deferred rent253 Accrued offering costs 601 Other320 454 667 Total other current liabilities$2,138 $2,210 $4,331 As of December 31, 2019 and 2020, and June 30, 2021 (unaudited), other non-current liabilities consisted of an asset retirement obligation for the facility lease. Interest and Other Income (Expense), net (in thousands) Year Ended December 31,Six Months Ended June 30, 2019202020202021 (unaudited) Interest income$1,149 $184 $138 $27 Decrease in fair value of preferred stock warrants1,196 185 92 48 Increase in fair value of loan facility derivative liability (300)(216)(5) Other(46)(25)(27)(36) Total interest and other income (expense), net$2,299 $44 $(13)$34 4. Intangible Assets In March 2019, the Company entered into a license agreement with HydroCision, Inc. This agreement grants the Company an exclusive, perpetual, irrevocable, worldwide, fully paid-up license to develop, manufacture and commercialize products in the field of urology using the patented technology and know-how controlled by HydroCision as of the effective date and as well as new patented technology developed by HydroCision that cover certain activities and improvements that relate to the use of fluid jet technology in connection with the licensed products during the period commencing on the effective date and ending on the earlier of the date that the Company ceases to use HydroCision s existing contract manufacturers and the third anniversary of the effective date. Also included is the right to utilize HydroCision s contract manufacturers, if desired. The consideration paid was a one-time upfront payment of $2.5 million, as well as allowing HydroCision (a reciprocal license) to use any new patented technology and know-how developed by the Company relating to the HydroCision patented technology and know-how in the field of urology for HydroCision use outside the field of urology. HydroCision will pay for any patent maintenance fees on HydroCision s licensed patents. As of December 31, 2020 and June 30, 2021 (unaudited), accumulated amortization was $0.5 million and $0.6 million, respectively, and the net carrying amount is expected to be amortized at a rate of $0.3 million per year until fully amortized. Amortization expense for intangible assets for the years ended December 31, 2019 and 2020, was $0.2 million and $0.3 million, respectively, and $0.1 million during each of the six months ended June 30, 2020 and 2021 (unaudited). 5. Loan Facility In September 2019, the Company entered into a loan facility for up to $75 million available in four installments. The Company borrowed $25 million in September 2019. An additional $25 million was borrowed in March 2020. The third installment of $10 million was originally available for draw through March 31, 2021 contingent upon achieving $20 million in trailing six months revenue. In January 2021, the third installment was amended to be available for draw through June 30, 2021 contingent upon achieving $6.4 million trailing six months revenue. The remaining $15 million was originally available for draw through June 30, 2021 and is contingent upon achieving $25 million in trailing six months revenue. In January 2021, this installment was amended to be available for draw through June 30, 2022. The facility bears an interest rate of 9.37%, which is 7.17% plus the greater of 2.2% or 30-day LIBOR. The initial term of the facility is 60 months with interest-only payments each month for 24 months followed by 36 months amortization of principal and interest. In January 2021, the interest-only period was amended to 36 months followed by 24 months amortization (principal and interest) beginning October 1, 2022 since the amended trailing six months target revenue of $6.4 million was achieved, and accordingly, the current portion of the amount due was reclassified to non-current. Upon drawing the final $15 million tranche, interest-only period is extended 12 months followed by 24 months amortization of principal and interest. If $50 million is raised in an IPO, interest-only payments are extended an additional 12 months followed by 24 months amortization of principal and interest. Substantially all assets of the Company are pledged as collateral. Commencing with the earlier of June 30, 2021 and the month following the funding of either the third or final installment, the Company is required to achieve revenues for the previous six months ended equal to the greater of (1) 70% of the forecast for the commensurate period, (2) $15 million if neither third or final installments have been drawn, (3) $20 million if the third but not final installment has been drawn and (4) $25 million if both the third and final installments have been drawn. The loan facility includes certain fees payable to the lender recorded as a loan discount that are accrued and amortized to interest expense during the loan term. A 6% final payment fee of each funded tranche is payable at the earlier of prepayment or loan maturity and a 0.25% facility fee paid at each funded tranche. A prepayment fee was originally payable if the loan is paid before maturity in the amount of 3% of loans outstanding if paid in full during first 12 months, 2% if loan is paid in full during second 12 months, or 1% if loan is paid in full thereafter before maturity. In January 2021, the prepayment fee was removed as part of the amendments. In addition, the Company should pay the lender s loan initiation fees and a fee upon the earlier occurrence of a defined liquidity event, including but not limited to, a merger or sale of the Company s assets or voting stock, or achieving a $200 million trailing twelve months revenue target, in each case, by September 2029. The success fees are calculated at the time of the liquidity event occurrence to be $1 million if only the first installment has been drawn, $2 million if the first two installments have been drawn, $2.4 million if the first three installments have been drawn, or $3 million if all four installments have been drawn, in each case, upon the occurrence of the defined liquidity event. The Company determined that this obligation to pay success fees represents freestanding financial instruments. The amendments in January 2021 were accounted for as a debt modification under ASC 470-50-40 as the changes in the debt terms are not considered substantial, and thus no gain or loss was recorded and a new effective interest rate was established based on the carrying value of the loan and the revised cash flows. 6. Redeemable Convertible Preferred Stock Warrant Liability Warrants to purchase shares of redeemable convertible preferred stock outstanding and exercisable are as follows (in thousands, except per share data) DatesExercise PriceShares Outstanding at December 31,June 30, Initial ValueFair Value at December 31,June 30, IssuanceExpirationSeries201920202021201920202021 (unaudited)(unaudited) Jul 2015Jul 2020D$5.08 673 $2,463 $674 $ $ Jun 2017Jun 2022E13.73 72 72 72 763 196 177 129 745 72 72 $870 $177 $129 In October 2011 and April 2012, in connection with the issuance of convertible notes, the Company issued 266,797 redeemable convertible preferred stock warrants that were exercisable into Series B or the next round of redeemable convertible preferred stock. During the year ended December 31, 2019, warrants for 59,856 shares were exercised and none were outstanding at December 31, 2019. In July 2015, in connection with the issuance of convertible notes, the Company issued 869,842 redeemable convertible preferred stock warrants that were exercisable into Series D redeemable convertible preferred stock immediately, with $5.08 exercise price and expiration in five years. During the years ended December 31, 2019 and 2020, warrants for 196,657 and 651,334 shares were exercised, respectively. During the six months ended June 30, 2020 (unaudited), warrants for 119,905 shares were exercised. During the six months ended June 30, 2021 (unaudited), no warrants were exercised. In June 2017, in connection with the issuance of convertible notes, the Company issued 108,145 redeemable convertible preferred stock warrants that were exercisable into Series E or the next round of redeemable convertible preferred stock. During the years ended December 31, 2019 and 2020, warrants for 36,423 and zero shares were exercised, respectively. During the six months ended June 30, 2020 and 2021 (unaudited), no warrants were exercised. 7. Redeemable Convertible Preferred Stock A summary of the Company s redeemable convertible preferred stock are as follows December 31, 2019December 31, 2020June 30, 2021 (unaudited) SeriesShares AuthorizedShares Issued and OutstandingCarrying Value (in thousands)Shares AuthorizedShares Issued and OutstandingCarrying Value (in thousands)Shares AuthorizedShares Issued and OutstandingCarrying Value (in thousands) A1,243,223 1,243,223 $3,130 1,243,223 1,104,728 $2,781 1,243,223 1,104,713 $2,781 B1,844,894 1,841,805 6,369 1,841,805 1,543,804 5,404 1,841,805 1,543,777 5,404 C1,564,851 1,564,851 7,073 1,564,851 1,564,851 7,073 1,564,851 1,564,828 7,073 D8,267,145 7,593,960 36,607 8,245,295 7,547,542 36,879 8,245,295 7,547,520 36,879 E8,825,653 8,753,931 119,889 8,825,653 8,414,496 115,229 8,825,653 8,414,473 115,229 F 5,263,157 5,226,981 76,488 5,263,157 5,226,969 76,488 G 4,447,557 4,447,530 84,710 Total21,745,766 20,997,770 $173,068 26,983,984 25,402,402 $243,854 31,431,541 29,849,810 $328,564 In July 2020, an aggregate of 1.5 million shares of redeemable convertible preferred stock was converted to common stock as requested by the holder. The corresponding carrying value was reclassified from redeemable convertible preferred stock to common stock and additional paid in capital. Series F Redeemable Convertible Preferred Stock In July and August 2020, the Company issued 5,226,969 shares of Series F redeemable convertible preferred stock for gross proceeds of $77.0 million. Issuance costs totaled $0.5 million and were recorded an offset to gross proceeds. Series G Redeemable Convertible Preferred Stock In June 2021, the Company issued 4,447,530 shares of Series G redeemable convertible preferred stock for gross proceeds of $85.0 million. Issuance costs totaled $0.3 million and were recorded as an offset to gross proceeds. A summary of the Company s redeemable convertible preferred stock terms is as follows SeriesLiquidation Preference Per Share8% Dividend Per Share A$2.5175 $0.2014 B3.2376 0.2590 C4.5600 0.3648 D5.0825 0.4066 E13.7275 1.0982 F14.7279 1.1782 G19.1116 1.5289 The Company recorded its redeemable convertible preferred stock at fair value on the dates of issuance, net of issuance costs. A redemption event will only occur upon the liquidation or winding up of the Company, a greater than 50% change in control, or sale of substantially all of the assets of the Company. As the redemption event is outside the control of the Company, all shares of redeemable convertible preferred stock have been presented outside of permanent equity. Further, the Company has determined the carrying values of the redeemable convertible preferred stock should not be adjusted to the redemption value of such shares, since it is uncertain whether or when a redemption event will occur. Subsequent adjustments to increase the carrying values of the redeemable convertible preferred stock to the redemption values will be made when it becomes probable that such redemption will occur. As of December 31, 2019 and 2020, and June 30, 2021 (unaudited), it was not probable that such redemption would occur. Dividends The holders of the Series D, E, F and G redeemable convertible preferred stock, in preference to the holders of Series A, B and C redeemable convertible preferred stock and common stock, are entitled to receive noncumulative dividends at the rate of 8% per share of the original issuance price, when and as declared by the board of directors. After the payment of any dividends to holders of Series D, E, F and G redeemable convertible preferred stock, and in preference to the holders of common stock, the holders of Series A, B, and C redeemable convertible preferred stock shall be entitled to receive noncumulative dividends at the rate of 8% per share of the original issuance price, when and as declared by the board of directors. No dividends were declared and payable for the years ended December 31, 2019 and 2020, and six months ended June 30, 2021 (unaudited). Liquidation In the event of any liquidation, dissolution, or winding-up of the Company, including a merger, acquisition, or sale of assets, as defined in the articles of incorporation, each holder of Series G redeemable convertible preferred stock is entitled to receive a liquidation preference amount, plus any dividends declared but unpaid before any payments to holders of Series A, B, C, D, E or F redeemable convertible preferred stock and common stock. If the assets of the Company are insufficient to make payment in full to all Series G redeemable convertible preferred stockholders, then the assets or consideration will be distributed ratably among such holders in proportion to the full liquidation preference amounts to which the holders would otherwise be entitled to. After the full payment of the liquidation preference to the holders of Series G redeemable convertible preferred stock, each holder of Series F redeemable convertible preferred stock shall be entitled to be paid a liquidation preference amount, plus any dividends declared but unpaid before any payments to holders of Series A, B, C, D or E redeemable convertible preferred stock and common stock. If the assets of the Company are insufficient to make payment in full to all Series F redeemable convertible preferred stockholders, then the assets or consideration will be distributed ratably among such holders in proportion to the full liquidation preference amounts to which the holders would otherwise be entitled to. After the full payment of the liquidation preference to the holders of Series F redeemable convertible preferred stock, each holder of Series E redeemable convertible preferred stock shall be entitled to be paid a liquidation preference amount, plus any dividends declared but unpaid before any payments to holders of Series A, B, C or D redeemable convertible preferred stock and common stock. If the assets of the Company are insufficient to make payment in full to all Series E redeemable convertible preferred stockholders, then the assets or consideration will be distributed ratably among such holders in proportion to the full liquidation preference amounts to which the holders would otherwise be entitled to. After the full payment of the liquidation preference to the holders of Series E redeemable convertible preferred stock, each holder of Series D redeemable convertible preferred stock shall be entitled to be paid a liquidation preference amount, plus any dividends declared but unpaid before any payments to holders of Series A, B or C redeemable convertible preferred stock and common stock. If the assets of the Company are insufficient to make payment in full to all Series D redeemable convertible preferred stockholders, then the assets or consideration will be distributed ratably among such holders in proportion to the full liquidation preference amounts to which the holders would otherwise be entitled to. After the full payment of the liquidation preference to the holders of Series D redeemable convertible preferred stock, each holder of Series A, B and C redeemable convertible preferred stock shall be entitled to be paid a liquidation preference amount, plus any dividends declared but unpaid before any payments to holders of common stock. If the assets of the Company are insufficient to make payment in full to all holders of Series A, B or C redeemable convertible preferred stock, then the assets or consideration will be distributed ratably among such holders in proportion to the full liquidation preference amounts to which the holders would otherwise be entitled to. After the payment of the full liquidation preference to holders of redeemable convertible preferred stock, the remaining assets of the Company legally available for distribution shall be distributed ratably to the holders of the common stock. Voting Each holder has the right to one vote for each share of common stock into which such redeemable convertible preferred stock could be converted. So long as any shares of redeemable convertible preferred stock are outstanding, the Company shall not, without first obtaining the approval of more than 50% of the holders of redeemable convertible preferred stock then outstanding, be voting together as a separate class to (a) amend certificate of incorporation in any way that would materially and adversely alter or change the rights, preferences, or privileges of the series preferred stock or (b) increase the total number of authorized shares of any Series Preferred stock. Additionally, the vote of at least a majority of the holders of Series D, E, F and G redeemable convertible preferred stock is needed to materially and adversely affect the rights of such holders of each series, including increasing or decreasing the number of authorized shares of Series D, E, F and G redeemable convertible preferred stock, as applicable. Redemption The redeemable convertible preferred shares are not mandatorily redeemable. Conversion Each share of redeemable convertible preferred stock is convertible at the option of the holder into shares of common stock (subject to adjustment for certain events, including dilutive issuances, stock splits, and reclassifications) at a conversion price originally equal to the original issue price. The redeemable convertible preferred stock will also be converted automatically into shares of common stock (i) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the redeemable convertible preferred stock or (ii) immediately upon the closing of an initial public offering under the Securities Act of 1933, as amended, with a common stock price of at least $21.99 per share (as adjusted per the Company s articles of incorporation) and at least $50.0 million in gross cash proceeds to the Company. 8. Stockholder s Equity 2008 Stock Plan In 2008, the Company adopted the 2008 Stock Plan (the Plan ), which allows for the granting of stock options and stock purchase rights to the employees, members of the board of directors, and consultants of the Company. Options granted under the Plan may be either incentive stock options ( ISOs ) or nonqualified stock options ( NSOs ). ISOs may be granted only to the Company s employees, including officers and directors who are also employees. NSOs may be granted to employees and consultants. Options under the Plan may be granted for periods of up to 10 years and at prices no less than 100% of the estimated fair value of the shares on the date of grant as determined by the board of directors, provided, however, that the exercise price of an ISO and NSO granted to a 10% shareholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. Granted options for newly hired employees usually vest over four years monthly with a one-year cliff vesting, and follow-on options vest monthly over four years with no cliff vesting. Options granted to consultants have various vesting schedules depending on the underlying consulting arrangement and anticipated period of service. Options granted under the Plan will expire starting August 2021. As of December 31, 2020 and June 30, 2021 (unaudited), there were 1.5 million and 1.1 million shares available for grant under the Plan, respectively. A summary of the Company s stock option activity and related information are as follows (options in thousands) Year Ended December 31,Six Months Ended June 30, 201920202021 (unaudited) OptionsPriceOptionsPriceOptionsPrice Outstanding, beginning of period5,152 $2.99 5,748 $3.37 6,507 $3.94 Granted1,113 4.56 2,627 4.70 1,220 6.60 Exercised(229)1.33 (937)2.42 (1,079)2.47 Forfeited(288)3.52 (931)4.09 (27)4.51 Outstanding, end of period5,748 3.37 6,507 3.94 6,621 4.66 Vested and expected to vest5,748 3.37 6,507 3.94 6,621 4.66 Exercisable2,960 2.42 2,846 3.04 2,821 3.90 As of December 31, 2019 and 2020, and June 30, 2021 (unaudited), the aggregate pre-tax intrinsic value of options outstanding and exercisable was $6.0 million, $6.9 million and $9.5 million, respectively, and options outstanding were $6.4 million, $9.9 million and $17.3 million, respectively. The aggregate pre-tax intrinsic value of options exercised was $0.7 million and $2.0 million during the years ended December 31, 2019 and 2020, respectively, and $1.7 million and $3.4 million during the six months ended June 30, 2020 and 2021 (unaudited), respectively. The aggregate pre-tax intrinsic value was calculated as the difference between the exercise prices of the underlying options and the estimated fair value of the common stock on the date of exercise. The total fair value of options vested was $1.9 million and $1.6 million during the years ended December 31, 2019 and 2020, respectively, and $0.8 million and $1.7 million during the six months ended June 30, 2020 and 2021 (unaudited), respectively. The Company estimates the fair value of stock-based compensation on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes model determines the fair value of stock-based payment awards based on the fair market value of the Company s common stock on the date of grant and is affected by assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the fair market value of the Company s common stock, volatility over the expected term of the awards and actual and projected employee stock option exercise behaviors. The Company has opted to use the simplified method for estimating the expected term of options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. Due to the Company s limited operating history and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. When selecting these public companies on which it has based its expected stock price volatility, the Company generally selected companies with comparable characteristics to it, including enterprise value, stages of clinical development, risk profiles, position within the industry and with historical share price information sufficient to meet the expected life of the stock-based awards. The historical volatility data was computed using the daily closing prices for the selected companies shares during the equivalent period of the calculated expected term of the share-based payments. The Company will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company s common stock becomes available. The risk-free rate assumption is based on the U.S. Treasury instruments with maturities similar to the expected term of the Company s stock options. The expected dividend assumption is based on the Company s history of not paying dividends and its expectation that it will not declare dividends for the foreseeable future. Total stock-based compensation recognized, before taxes, are as follows (in thousands) Year Ended December 31,Six Months Ended June 30, 2019202020202021 (unaudited) Cost of sales$106 $80 $50 $74 Research and development442 543 263 307 Sales, general and administrative1,446 1,550 693 994 Total stock-based compensation$1,994 $2,173 $1,006 $1,375 The amount of unearned stock-based compensation relate to unvested employee stock-based payment awards as of December 31, 2020 and June 30, 2021 (unaudited) is $6.5 million and $8.9 million, respectively. The weighted-average period over which the unearned stock-based compensation is expected to be recognized as of December 31, 2020 and June 30, 2021 (unaudited) is 2.9 years and 3.0 years, respectively. The fair value of the options granted to employees or directors was estimated as of the grant date using the Black-Scholes model assuming the weighted-average assumptions listed in the following table Year Ended December 31,Six Months Ended June 30, 2019202020202021 (unaudited) Expected life (years)6.0 6.0 6.0 6.0 Expected volatility 37 %41 %37 %49 % Risk-free interest rate 1.9 %0.9 %1.3 %1.1 % Expected dividend rate % % % % Weighted-average fair value$1.66 $1.95 $1.66 $3.14 Common Stock Warrants In May 2015, the Company issued warrants to purchase 12,308 shares of the Company s common stock in exchange for recruiting services. These warrants are exercisable immediately and expire on April 30, 2025. These common stock warrants of $15,000 were recorded as general and administrative expense and additional paid-in capital, as this warrant met the equity classification requirements. In November 2020, these warrants were fully exercised. 9. Commitments and Contingencies Guarantees and Indemnifications In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of December 31, 2020 and June 30, 2021 (unaudited), the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities. Facility Lease In July 2013, the Company entered into a three-year lease agreement for its current facility located in Redwood City, California. In 2018, the Company expanded the lease space and extended the lease agreement through October 2023. The lease agreement provides for an escalation of rent payments each year and the Company records rent expense on a straight-line basis over the term of the lease. Rent is payable monthly. As of December 31, 2020 and June 30, 2021 (unaudited), the remaining future minimum lease payments under this lease is $6.7 million and $5.7 million, respectively. In connection with the Company s adoption of ASC Topic 842, Leases, on January 1, 2020, the Company recorded a right-of-use leased asset of $6.0 million and a corresponding lease liability of $7.4 million and derecognized a deferred rent obligation of $1.4 million. The Company used its internal borrowing rate of 10% as its discount rate and the remaining operating lease term was 3.8 years. The results for the year ended December 31, 2020 are presented under Topic 842. The results for the years ended December 31, 2019, and other prior period amounts, were not adjusted and continue to be reported in accordance with our historical accounting under prior lease guidance, ASC Topic 840 Leases ( Topic 840 ). Rent expense recognized under the lease, including additional rent charges for utilities, parking, maintenance, and real estate taxes, was $2.3 million and $2.9 million for the years ended December 31, 2019 and 2020, respectively, and $1.0 million for each of the six months ended June 30, 2020 and 2021 (unaudited). As of December 31, 2020 and June 30, 2021 (unaudited), the Company has future commitments of $56.7 million and $55.7 million from debt repayments and office space under a non-cancelable operating lease expiring October 2023, respectively. Future minimum annual operating lease and debt repayments are as follows (in thousands) As of December 31, 2019Minimum Lease PaymentsDebt RepaymentsTotal 2020$2,211 $ $2,211 20212,373 2,084 4,457 20222,444 8,333 10,777 20231,879 8,333 10,212 2024 6,250 6,250 Total minimum payments$8,907 25,000 33,907 Less amount representing interest unamortized debt discount(1,776)(1,776) Present value of future payments23,224 32,131 Less current portion Non-current portion$23,224 $32,131 As of December 31, 2020Minimum Lease PaymentsDebt RepaymentsTotal 2021$2,179 $ $2,179 20222,445 6,250 8,695 20232,092 25,000 27,092 2024 18,750 18,750 Total minimum payments6,716 50,000 56,716 Less amount representing interest unamortized debt discount(912)(1,042)(1,954) Present value of future payments5,804 48,958 54,762 Less current portion(1,708)(4,551)(6,259) Non-current portion$4,096 $44,407 $48,503 As of June 30, 2021 (unaudited) Minimum Lease PaymentsDebt RepaymentsTotal 2021$1,202 $ $1,202 20222,445 6,250 8,695 20232,092 25,000 27,092 2024 18,750 18,750 Total minimum payments5,739 50,000 55,739 Less amount representing interest unamortized debt discount(691)(510)(1,201) Present value of future payments5,048 49,490 54,538 Less current portion(1,960) (1,960) Non-current portion$3,088 $49,490 $52,578 As of December 31, 2019 and 2020, June 30, 2021 (unaudited), the Company s security deposit is in the form of, and recorded as, restricted cash. In January 2021, in connection with the Company s amended loan agreement with modified terms, the interest-only period was modified from 24 months beginning October 1, 2021 to 36 months beginning October 1, 2022, and accordingly, the current portion of the amount due was reclassified to non-current. 10. Income Taxes The Company did not record an income tax provision for both periods. Reconciliation between the tax provision computed at the federal statutory income tax rate and the Company's actual effective income tax rate are as follows Year Ended December 31, 20192020 Federal statutory tax rate21 %21 % R D tax credit1 1 Stock-based compensation and other permanent differences Change in valuation allowance(22)(22) Total % % The Company s income taxes are accounted for in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. Significant components of net deferred tax assets are as follows (in thousands) December 31, 20192020 Deferred tax assets Net operating losses$33,410 $42,331 Property and equipment144 303 R D tax credit2,695 3,830 Stock-based compensation450 490 Capitalized R D expenses 3,109 Inventory464 511 Lease liability316 1,461 Accruals and reserves598 1,144 Total deferred tax assets38,077 53,179 Valuation allowance(38,077)(52,005) Net deferred tax assets 1,174 Deferred tax liabilities Right-of-use assets (1,174) Total deferred tax liabilities (1,174) Net deferred taxes$ $ The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company's history of operating losses, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. The valuation allowance increased by $13.9 million during the year ended December 31, 2020. As of December 31, 2019 and 2020, the Company has U.S. federal net operating loss ( NOL ) carryforwards of approximately $134.7 million and $170.8 million, respectively, expiring beginning 2029. As of December 31, 2019 and 2020, the Company has U.S. state and local NOL carryforwards of approximately $77.8 million and $100.7 million respectively, expiring beginning 2028. As of December 31, 2019 and 2020, the Company has federal research and development credit carryforwards of approximately $2.2 million and $3.1 million, respectively, available to reduce future taxable income, if any. As of December 31, 2019 and 2020, the Company has California research and development credit carryforwards of approximately $1.7 million and $2.5 million, respectively, available to reduce future taxable income, if any. The federal research and development credit carryforwards expire beginning 2029 and California research and development credit carryforwards are indefinite. Internal Revenue Code section 382 places a limitation (the Section 382 Limitation ) on the amount of taxable income that can be offset by net operating carryforwards after a change in control of a loss corporation. Generally, after a change in control, a loss corporation cannot deduct operating loss carryovers in excess of the Section 382 limitation. The Company has not performed an analysis to determine if a limitation applies and whether the limitation would cause the net operating losses to expire unutilized. The Company files federal, state, and foreign income tax returns. The tax periods 2008 through 2020 remain open in most jurisdictions. In addition, any tax losses that were generated in prior years and carried forward may also be subject to examination by respective authorities. The Company is not currently under examination by federal, state or foreign income tax authorities. In March 2020, the Coronavirus Aid, Relief, and Economic Security Act ( CARES Act ) was passed into law. The CARES Act includes several significant business tax provisions including modification to the taxable income limitation for utilization of NOLs incurred in 2018, 2019 and 2020 and the ability to carry back NOLs from those years for a period of up to five years, an increase to the limitation on deductibility of certain business interest expense, bonus depreciation for purchases of qualified improvement property and special deductions on certain corporate charitable contributions. The Company has analyzed the provision of the CARES Act and determined it did not have an impact on its consolidated financial statements due to the full valuation reserve. A reconciliation of the change in the unrecognized tax benefit during the year is as follows (in thousands) December 31, 20192020 Beginning of year$694 $986 Additions for tax positions related to Current year292 421 Prior years End of year$986 $1,407 As of December 31, 2020, the Company had a total of $1.4 million of gross unrecognized tax benefits, none of which would affect the effective tax rate upon realization. The Company currently has a full valuation allowance against its U.S. net deferred tax assets which would impact the timing of the effective tax rate benefit should any of these uncertain tax positions be favorably settled in the future. The Company does not expect the unrecognized tax benefits to change significantly over the next twelve months. The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of December 31, 2020, the Company has not accrued interest or penalties related to uncertain tax positions. 11. Subsequent Events In connection with the preparation of the financial statements, the Company evaluated events subsequent to the balance sheet date as of December 31, 2020 through June 25, 2021, the date the financial statements were available for issuance. The Company has also evaluated subsequent events through August 18, 2021 for the effects of the par value change and September 8, 2021 for the effects of the 1-for-4.75 reverse stock split discussed in Note 2. In January 2021, the Company amended its loan agreement with modified terms that include decreasing the revenue target for the $10.0 million third loan tranche from $20.0 million trailing 6 months revenue to $6.4 million. Since the Company met this revenue target, the interest-only period was modified from 24 months beginning October 1, 2021 to 36 months beginning October 1, 2022, and accordingly, the current portion of the amount due was reclassified to non-current. In addition, the prepayment fee was eliminated. The amendments in January 2021 were accounted for as a debt modification under ASC 470-50-40 as the changes in the debt terms are not considered substantial, and thus no gain or loss was recorded and a new effective interest rate was established based on the carrying value of the loan and the revised cash flows. In June 2021, the Company issued 4,447,530 shares of its Series G redeemable convertible preferred stock for gross proceeds of $85.0 million. Issuance costs totaled $0.3 million and were recorded as an offset to gross proceeds. The liquidation preference per share is $19.1116 and all other preferences are pari-passu with the Company s Series D, E and F redeemable convertible preferred stock. In the event of any liquidation, dissolution, or winding-up of the Company, including a merger, acquisition, or sale of assets, as defined in the articles of incorporation, each holder of Series G redeemable convertible preferred stock is entitled to receive a liquidation preference amount, plus any dividends declared but unpaid before any payments to holders of Series A, B, C, D, E or F redeemable convertible preferred stock and common stock. If the assets of the Company are insufficient to make payment in full to all Series F redeemable convertible preferred stockholders, then the assets or consideration will be distributed ratably among such holders in proportion to the full liquidation preference amounts to which the holders would otherwise be entitled to. Subsequent to December 31, 2020, the Company granted options for 1,219,764 shares of common stock, subject to service-based vesting conditions, with a weighted-average price of $6.58 per share to employees. 12. Subsequent Events (unaudited) For the interim consolidated financial statements as of June 30, 2021, and for the six months then ended, the Company has evaluated events through August 18, 2021, which is the date the financial statements were available to be issued. Subsequent to June 30, 2021, the Company granted options for 195,782 shares of common stock, subject to service-based vesting conditions, with a weighted-average price of $8.71 per share to employees.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/PYXS_pyxis_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/PYXS_pyxis_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/PYXS_pyxis_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/RAASY_cloopen_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/RAASY_cloopen_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..dcd406a638bd1707efc4b25533ff57af733e61c0
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/RAASY_cloopen_prospectus_summary.txt
@@ -0,0 +1 @@
+Table of Contents expected or we may come to realize that our initial investment was too large or unwarranted. Additionally, acquisitions could result in difficulties integrating acquired operations and, where deemed desirable, transitioning overlapping products and services into a single business line, thereby resulting in the diversion of capital and the attention of management and other key personnel away from other business issues and opportunities. We may fail to retain employees acquired through acquisitions, which may negatively impact our integration efforts. Consequently, the failure to integrate acquired businesses effectively may adversely impact our business, results of operations and financial condition. We may make additional acquisitions or investments or enter into joint ventures or strategic alliances with other companies. Such plans may divert our management's attention and result in debt or dilution to our shareholders. We have been, and may be in the future, party to intellectual property rights claims and other litigation matters, which are expensive to support, and if resolved adversely, could harm our business. There has been substantial litigation in the cloud-based communications and related industries regarding intellectual property rights. Third parties may, from time to time, claim that we are infringing, misappropriating or otherwise violating their intellectual property rights, including patents, software copyrights and other intellectual property rights. Third parties may also claim that our employees have misappropriated or divulged their former employers' trade secrets or confidential information. We have been found, and may be found in the future, to have infringed upon third party's proprietary rights. For example, due to a dispute between the former chief executive officer of our affiliated entity, Ronglian Qimo, and his former employer on non-competition matters, Ronglian Qimo and such officer were sued in 2016 for unauthorized application of a source code in a call center software previously sold by Ronglian Qimo. We believe such source code was legally possessed and used by such officer according to his agreement with the former employer; however, a local court held us liable for infringement of software copyright in 2019. We ceased to deploy such source code in our solutions since 2016 and have fully fulfilled our obligations under the court judgment. Our broad range of proprietary technologies increases the likelihood that third parties may claim infringement by us of their intellectual property rights. Certain technologies necessary for our business may, in fact, be patented by other parties either now or in the future. If such technologies were held under a valid patent by a third party, we would have to negotiate a license for the use of that technology, which we may not be able to negotiate on commercially reasonable terms or at all. The existence of such a patent, or our inability to negotiate a license for any such technology on reasonable terms, could force us to cease using such technology and offering solutions incorporating such technology. In addition, even if we succeed in obtaining a license to continue using the relevant technology, we may incur substantial license fees, which could materially and adversely affect our business, results of operations and financial condition. If we are found to have infringed upon the intellectual property rights of any third party in legal or other proceedings that may be asserted against us, we could be subject to material monetary liabilities for such infringement. We could also be required to refrain from using, developing or selling certain solutions incorporating the affected intellectual property rights, which could materially and adversely affect our business and results of operations. We may continue to receive, in the future, notices of claims of infringement, misappropriation or misuse of other parties' proprietary rights. There can be no assurance that we will prevail in contesting these claims or that actions alleging infringement by us of third-party intellectual property rights will not be asserted or prosecuted against us. Furthermore, legal or other proceedings involving infringement of intellectual property rights may require significant time and expense to defend, may divert management's attention away from other aspects of our operations and, upon resolution, may have a material adverse effect on our business, results of operations, financial condition and cash flows. Any negative publicity about our claimed infringement of a third party's proprietary rights could also harm our business. Table of Contents We could incur substantial costs in protecting or defending our intellectual property rights, and any failure to protect our intellectual property could adversely affect our business, results of operations and financial condition. We rely, in part, on patent, trademark, copyright, and trade secret law to protect our intellectual property in China and abroad. The intellectual property rights we have obtained may not be sufficient to provide us with a competitive advantage, and could be challenged, invalidated, infringed upon or misappropriated. As of the date of this prospectus, we have not obtained the trademark registrations for all requisite classes of goods or services in China for certain of our solutions. We cannot assure you that any of our ongoing intellectual property registration applications will ultimately be successful or will result in registrations with adequate scope for our business, or at all. If our applications are not successful, we may have to use different intellectual property rights for affected technologies or solutions, or seek to enter into arrangements with any third party who may have prior registrations, applications or rights, which might not be available on commercially reasonable terms. We may not be able to protect our proprietary rights in China or internationally, and competitors may independently develop technologies that are similar or superior to our technology, duplicate our technology or design around any patent of ours. We further protect our proprietary technologies and solutions by requiring our employees to enter into confidentiality agreements and business partners to enter into agreements with confidentiality clauses. These agreements and clauses may not effectively prevent unauthorized use or disclosure of our confidential information, intellectual property or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure. Litigation may be necessary in the future to enforce our intellectual property rights, to determine the validity and scope of our proprietary rights or the rights of others, or to defend against claims of infringement or invalidity. Such litigation could result in substantial costs and diversion of managerial time and resources and could have a material adverse effect on our business, results of operations and financial condition. Any settlement or adverse determination in such litigation would also subject us to significant liability. As we expand our business internationally, we also may be required to protect our proprietary technologies and solutions in an increasing number of jurisdictions, a process that is expensive and may not be successful, or which we may not pursue in every location. In addition, effective intellectual property protection may not be available to us in every country, and the laws of some foreign countries may be different from those in China. Additional uncertainty may result from changes to intellectual property legislation enacted in China and elsewhere, and from interpretations of intellectual property laws by applicable courts and agencies. Accordingly, despite our efforts, we may be unable to obtain and maintain the intellectual property rights necessary to provide us with a competitive advantage. If we fail to comply with laws and contractual obligations related to data privacy and protection, our business, results of operations and financial condition could be materially and adversely affected. We have access to certain data and information of enterprises which use our solutions. We may also have access to certain personal data and information of our customers' end-users. We face risks inherent in handling and protecting such large volumes of data. In particular, we face a number of challenges relating to data protection, including: protecting the data in and hosted on our solutions or infrastructure, including against attacks by third parties or fraudulent behaviors by our employees; addressing concerns related to privacy and sharing, safety, security and other factors; and Table of Contents complying with applicable laws, rules, regulations and contractual obligations relating to the collection, use, disclosure or security of personal information, including any request from regulatory and government authorities relating to such data. Any system failure or security breach or lapse that results in the release of data of our customers or their end-users could harm our reputation and brand and, consequently, our business, in addition to exposing us to potential legal liability. In addition, our customers and business partners as well as their employees may improperly use or disclose the data we disclose to them for our operations, and we have limited control over such actions. Any failure, or perceived failure, by us, our employees, our customers and business partners, or their employees to comply with privacy policies or with any regulatory requirements or privacy protection-related laws, rules, regulations and contractual obligations owed to our customers and other third parties could result in proceedings or actions against us by regulatory agencies or private parties. These proceedings or actions may subject us to significant penalties and negative publicity, require us to change our business practices, increase our costs and severely disrupt our business. Our practices regarding the use, retention, transfer, disclosure and security of confidential data could become the subject of enhanced regulations and increased public scrutiny in the future. The regulatory frameworks regarding privacy issues in many jurisdictions are constantly evolving and can be subject to significant changes from time to time. For instance, a growing number of legislative and regulatory bodies have adopted user notification requirements in the event of unauthorized access to or acquisition of certain types of data. Pursuant to the PRC Cybersecurity Law, effective on June 1, 2017, network operators are required to fulfill certain obligations to safeguard cyber security and enhance network information management. See "Regulation Regulations Relating to Cyber Security and Privacy Protection Cyber security". Complying with these obligations could cause us to incur substantial costs. Any failure to comply with applicable regulations, whether by other third parties or us, or as a result of employee error or negligence or otherwise, could result in regulatory enforcement actions against us and materially and adversely affect business, results of operations and financial condition. Moreover, we may not disclose any personal data or information, unless required by the competent PRC authorities through certain procedures required by the laws, for the purpose of, among others, safeguarding the national security, investigating crimes, investigating infringement of information network communications rights, or cooperating with the supervision and inspection of telecommunications regulatory authorities. Failure to comply with these requirements could subject us to fines and penalties. Security breaches and improper access to or disclosure of our data or our customers' data or other cyberattacks on our systems could result in litigation and regulatory risk and harm our reputation and our business. Our business operations involve the storage and transmission of our customers' and their end-users' proprietary and other sensitive data, including financial information and personally identifiable information. While we have security measures in place to protect our customers and their end-users' data, our solutions and underlying infrastructure may in the future be materially breached or compromised as a result of the following: third-party attempts to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information to gain access to our customers' data, our data or our IT systems; efforts by individuals or groups of hackers and sophisticated organizations; cyberattacks on our internally built infrastructure; Table of Contents The following diagram illustrates our simplified corporate structure, including our subsidiaries, our VIE and other principal affiliated entities in China, as of the date of this prospectus. Table of Contents vulnerabilities resulting from enhancements and upgrades to our existing solutions; vulnerabilities in third-party infrastructure and systems and applications that our solutions operate in conjunction with or are dependent on; vulnerabilities existing within newly acquired or integrated technologies and infrastructure; attacks on, or vulnerabilities in, the many different underlying networks and services that power the internet that our solutions depend on, most of which are not under our control; and employee or contractor errors or intentional acts that compromise our security systems. These risks are mitigated, to the extent possible, by our ability to maintain and improve business and data governance policies, enhanced processes and internal security controls, including our ability to escalate and respond to known and potential risks. Although we have developed systems and processes designed to protect our customers' and their end-users' proprietary and other sensitive data, we can provide no assurance that such measures will provide absolute security. For example, our ability to mitigate these risks may be affected by the following: frequent changes to, and growth in complexity of, the techniques used to breach, obtain unauthorized access to, or sabotage IT systems and infrastructure, which are generally not recognized until launched against a target, possibly resulting in our being unable to anticipate or implement adequate measures to prevent such techniques; the continued evolution of our internal IT systems as we early adopt new technologies and new ways of sharing data and communicating internally and with customers, which increases the complexity of our IT systems; authorization by our customers to third-party technology providers to access their data, which may lead to our customers' inability to protect their data that is stored on our servers; and our limited control over our customers or third-party technology providers, or the transmissions or processing of data by third-party technology providers, which may not allow us to maintain the integrity or security of such transmissions or processing. In the ordinary course of business, we have been the target of malicious cyberattack attempts such as distributed denial-of-service attacks. To date, such identified security events have not been material or significant to us, including to our reputation or business operations, or had a material financial impact. We have implemented procedures designed to shield us against potential cyberattacks. However, there can be no assurance that future cyberattacks would not have a material adverse effect on our business operations. Any catastrophe, including outbreaks of health pandemics and other extraordinary events, could have a negative impact on our business operations. We are vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, wars, riots, terrorist attacks or similar events could cause severe disruption to our daily operations, and may even require a temporary closure of our facilities. Our business could also be adversely affected by the effects of Ebola virus diseases, H1N1 flu, H7N9 flu, avian flu, Severe Acute Respiratory Syndrome (SARS), 2019 Coronavirus Disease (COVID-19) or other epidemics. Our business operation could be disrupted if any of our employees or contracted workers are suspected of having any of the aforementioned epidemics or another contagious disease or condition, since it could require our employees and contracted workers to be quarantined or our offices to be disinfected. In addition, our business, financial Table of Contents condition, results of operations and prospects could be materially and adversely affected to the extent that any of these epidemics harms the Chinese economy and the business operations of our customers and business partners in general. For example, an outbreak of respiratory illness caused by the COVID-19 has and is continuing to spread rapidly throughout the world since December 2019. On January 30, 2020, the International Health Regulations Emergency Committee of the World Health Organization declared the outbreak a "Public Health Emergency of International Concern (PHEIC)". Government efforts to contain the spread of COVID-19 through city lockdowns or "stay-at-home" orders, widespread business closures, restrictions on travel and emergency quarantines, among others, have caused significant and unprecedented disruptions to the global economy and normal business operations across sectors and countries. We experienced an increase in demand for our solutions following the COVID-19 outbreak due to the government-mandated quarantine measures which have resulted in many businesses requiring their employees to work from home and collaborate remotely via cloud-based communications channels. However, we have nonetheless experienced significant business disruptions as a result of the outbreak. Specifically, we experienced customer loss in the nine months ended September 30, 2020, primarily due to a decrease in the number of enterprise customers of smaller sizes that are less equipped to withstand the impact of COVID-19. We have also experienced delayed service delivery, extended payment cycles and delayed collection of accounts receivables. As a result of the COVID-19 outbreak, the Chinese economy is subject to the risk of a general slowdown in 2020 and beyond, all of which would have a material adverse effect on our results of operations and financial condition in the near term. Moreover, if the outbreak persists or escalates, we may be subject to further negative impact on our business operations. In addition, our business and results of operations could also be adversely affected to the extent the COVID-19 outbreak harms the business of our customers, which may reduce or cease their use of our solutions. For further details on the impact of COVID-19 outbreak on our business, see "Management's Discussion and Analysis of Financial Condition and Results of Operations Impact of COVID-19 Outbreak". We depend largely on the continued services of our senior management, core technical personnel, and qualified staff. Our inability to retain their services could adversely affect our business, results of operations and financial condition. Our future success heavily depends upon the continuing services of our senior management and other key employees. In particular, we rely on the expertise, experience and vision of Mr. Changxun Sun, our founder, chairman of board of directors and chief executive officer, as well as other members of our senior management team. We also rely on the technical know-how and skills of our core research and development personnel. If any of our senior management or core technical personnel becomes unable or unwilling to continue to contribute their services to us, we may not be able to replace them easily or at all. As a result, our business may be severely disrupted, our results of operations and financial condition may be materially and adversely affected, and we may incur additional expenses to recruit, train and retain key employees. Our existing operations and future growth require a sizeable and qualified workforce. For example, the effective operation of our solutions and the underlying infrastructure depends in part on our professional employees. We also rely on experienced personnel for our business aspects of technology and solution design and development to anticipate and effectively respond to the changing customer preferences and market trends. However, our industry is characterized by high demand and intense competition for talents. In order to attract and retain talents, we may need to offer higher compensation, better trainings, more attractive career trajectory and other benefits to our employees, which may be costly and burdensome. We cannot assure you that we will be able to attract or retain qualified workforce necessary to support our future growth. We may fail to manage our relationship with our employees, and any disputes between us and our employees, or any labor-related regulatory or legal proceedings may divert managerial and financial resources, Table of Contents negatively impact staff morale, reduce our productivity, or harm our reputation and future recruiting efforts. In addition, as our business has grown rapidly, our ability to train and integrate new employees into our operations may not meet the increasing demands of our business. Any of the above issues related to our workforce may materially and adversely affect our results of operations and future growth. We have experienced rapid growth and our recent growth rates may not be indicative of our future growth. We have experienced rapid growth in recent periods. Our total revenues increased by 29.7% from RMB501.5 million in 2018 to RMB650.3 million (US$95.8 million) in 2019. Our total revenues increased by 19.4% from RMB426.3 million in the nine months ended September 30, 2019 to RMB509.0 million (US$75.0 million) in the nine months ended September 30, 2020. In future periods, we may not be able to sustain revenue growth consistent with recent history or at all. Further, as we operate in a new and rapidly changing industry, widespread acceptance and use of our solutions are critical to our future growth and success. We believe our revenue growth depends on a number of factors, including our ability to: attract new customers; provide excellent customer experience; retain our existing customers, expand usage of our solutions, and cross-sell and up-sell to our existing customers; introduce and grow adoption of enhancements and new solutions we develop; achieve widespread acceptance and use of our solutions; adequately expand our sales and marketing force and other sales channels; maintain the security and reliability of our solutions; comply with existing and new applicable laws and regulations; price our solutions effectively so that we are able to attract and retain customers without compromising our profitability; successfully compete against established companies and new market entrants; and increase awareness of our brand on a global basis and expand internationally. If we are unable to accomplish any of these tasks, our revenue growth will be harmed. We also expect our operating expenses to increase in absolute terms as we scale, and if our revenue growth does not increase to offset these anticipated increases in our operating expenses, our business, results of operations and financial condition could be harmed, and we may not be able to achieve or maintain profitability. We have also encountered in the past, and expect to encounter in the future, risks and uncertainties frequently experienced by growing companies in rapidly evolving industries. If our assumptions regarding our projected growth and the associated risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks and uncertainties successfully, our costs may rise, growth rates may slow, and our business would suffer. Further, our rapid growth may make it difficult to evaluate our future prospects. Table of Contents If we fail to effectively manage our growth, our business, results of operations and financial condition could be materially and adversely affected. Our rapid growth has placed and may continue to place significant demands on our management and our operational and financial resources. For example, our headcount has grown from 806 employees as of January 1, 2018 to 1,171 employees as of September 30, 2020. We have also experienced robust growth in the number of customers and the amount of data that our solutions support. Additionally, our organizational structure is becoming more complex as we scale our operational, financial and managerial controls as well as our reporting systems and procedures. For example, we have acquired several businesses, and have expanded our international operations into Japan and are in the process of expanding into regions and countries in Southeast Asia. To manage growth in our operations and personnel, we will need to continue to grow and improve our operational, financial, and managerial controls and our reporting systems and procedures, which will require significant investments and allocation of valuable managerial resources. Our expansion has placed, and our expected future growth will continue to place, a significant strain on our management, customer experience, research and development, sales and marketing, administrative, financial, and other resources. If we fail to manage our anticipated growth and change, the quality of our solutions may suffer, which could negatively affect our brand and reputation and results of operations. In addition, as we expand our business, it is important that we continue to maintain a high level of customer support and satisfaction. We currently derive a significant portion of our revenues from sales of our solutions to large enterprises. As our customer base continues to grow and we focus more on serving large enterprises, we will need to expand our customer support and other personnel and innovate our solutions to provide personalized services as well as personalized features, integrations and capabilities. If we are not able to continue to provide high levels of customer support, our reputation, as well as our business, results of operations, and financial condition, could be harmed. If we fail to maintain and expand sales channels, it could limit the number of customers we serve and materially and adversely affect our ability to grow and expand. A portion of our revenues is generated through our sales and marketing team. Our future success requires continuing to develop and maintain a successful sales and marketing team that identifies and closes a significant portion of new sales opportunities. We also need to enhance our ability to cross-sell and up-sell additional features and solutions to existing customers. If our direct sales efforts are as not successful as anticipated, we may be unable to meet our revenue growth targets. A portion of our revenues is generated through indirect sales channels. Channel partners we cooperate with mainly consist of mobile network operators, distributors and system integrators. We typically have arrangements with them to distribute our solutions to their own customers, with which we do not contract or contract only to a limited extent. We expect these channels to continue to generate a considerable portion of our revenues in the future. Our sustained success requires continued efforts to develop and maintain successful relationships with these channel partners and increasing the portion of sales opportunities that they refer to us. If we fail to do so, or if our channel partners are not successful in their sales efforts, we may be unable to grow and expand our business, and our results of operations and financial condition could be materially and adversely affected. Table of Contents If we fail to offer high-quality customer support, it could adversely affect our relationships with our current and prospective customers and materially and adversely affect our business, results of operations and financial condition. We have developed a customer support and success system designed to drive customer satisfaction and expand cross-selling and up-selling opportunities. Many of our customers depend on our customer support team to assist them in deploying or using our solutions effectively, help them resolve post-deployment issues quickly, and provide ongoing support. If we do not devote sufficient resources or are otherwise unsuccessful in assisting our customers effectively, it could adversely affect our ability to retain existing customers and could prevent prospective customers from adopting our solutions. We may be unable to respond quickly enough to accommodate short-term increases in demand for customer support. We also may be unable to modify the nature, scope and delivery of our customer support to compete with changes in the support services provided by our competitors. Increased demand for customer support, without corresponding revenues, could increase costs and adversely affect our business, results of operations and financial condition. Our business is highly dependent on our reputation and on positive recommendations from existing customers. Any failure to deliver and maintain high-quality customer support, or a market perception that we do not maintain high-quality customer support, could adversely affect our ability to attract new customers, and therefore our business, results of operations and financial condition. We provide service level commitments under our agreements with customers. If we fail to meet these contractual commitments, we could be obligated to provide credits for future service, or face contract termination with refunds of prepaid amounts, which could harm our business and reputation. Most of our agreements with customers contain service level commitments. If we are unable to meet the stated service level commitments, including failure to meet the uptime and other requirements under the agreements, we may be contractually obligated to provide the affected customers with service credits which could significantly affect revenue of the periods in which the uptime or delivery failure occurs and the credits are applied. We could also face customer terminations, which could significantly affect both our current and future revenue. Any service level failures could harm our business and reputation. Our revenues are concentrated in a limited number of enterprise customers. In 2018, 2019 and the nine months ended September 30, 2020, our ten largest customers in terms of revenues contributed an aggregate of 27.7%, 25.5% and 20.8% of our total revenues for the same periods, respectively. The high quality of our services and the time and expenses required for switching to other qualified cloud-based communications solution providers help us retain our customers. As we typically do not have long-term contracts with our customers, they may reduce their usage at any time or terminate their adoption of our solutions upon expiration of original terms. Although we have made considerable efforts to diversify our customer base and attract new customers, if any of our large customers cease or reduce their use of our solutions, or use our solutions on less favorable terms, our business, results of operations and financial condition could be materially and adversely affected. Our physical infrastructure which supports our ability to offer our solutions is concentrated in a few facilities. Any disruptions or system failures in these facilities could adversely affect our ability to offer reliable communications solutions. Our physical infrastructure is subject to various points of failure. Problems with servers, routers, switches, cooling equipment, generators, uninterruptible power supply or other equipment, Table of Contents whether or not within our control, could result in service interruptions for our customers as well as equipment damages. Because our solutions leveraging cloud infrastructure do not require geographic proximity of our physical infrastructure to our customers, they are consolidated into a few facilities. Any failure or downtime in one of such facilities could affect a significant percentage of our customers. The total destruction or severe impairment of any of our facilities could result in significant downtime of our solutions and the loss of customer data. Because our ability to attract and retain customers depends on our ability to provide customers with highly reliable solutions, even minor interruptions could harm our reputation. Additionally, in connection with the expansion or consolidation of our existing facilities from time to time, there is an increased risk that service interruptions may occur as a result of server relocation or other unforeseen construction-related issues. We have taken and continue to take steps to improve our infrastructure to prevent business interruptions, including on-going maintenance and upgrade. However, business interruptions continue to be a significant risk for us and could have a material adverse impact on our business. Any future interruptions could: cause our customers to seek damages for losses incurred; require us to replace existing equipment or add redundant facilities; affect our reputation as a reliable provider of communications solutions; cause existing customers to cancel or elect to not renew their contracts; or make it more difficult for us to attract new customers. Any of these events could materially increase our expenses or reduce our revenues, which would have a material adverse effect on our results of operations. We may be required to transfer our servers to new facilities if we are unable to renew our leases on acceptable terms, or at all, or the owners of the facilities decide to close their facilities or refuse to enter into lease agreements with us, and we may incur significant costs and possible service interruption in connection with doing so. In addition, any financial difficulties, such as bankruptcy or foreclosure, faced by our third-party facility operators, or any of the service providers with which we or they contract, may have negative effects on our business, the nature and extent of which are difficult to predict. We depend on cloud infrastructure operated by third parties and any disruption of or interference with our use of such third-party services would adversely affect our business, results of operations and financial condition. We cooperate with third-party cloud service providers to host our communications solutions. We are, therefore, vulnerable to problems experienced by these providers. We expect to experience interruptions, delays or outages with respect to our third-party cloud infrastructure in the future due to a variety of factors, including infrastructure changes, human, hardware or software errors, hosting disruptions and capacity constraints. Such issues could arise from a number of causes such as technical failures, natural disasters, fraud or security attacks. The level of service provided by these providers, or regular or prolonged interruptions in that service, could also affect the use of and our customers' satisfaction with our solutions and could harm our business and reputation. In addition, hosting costs will increase as our customer base grows, which could harm our business if we are unable to grow our revenues sufficiently to offset such increase. Furthermore, our providers have broad discretion to change and interpret the terms of service and other policies with respect to us, and those actions may be unfavorable to our business operations. Our providers may also take actions beyond our control that could seriously harm our Table of Contents business, including discontinuing or limiting our access to one or more services, increasing pricing terms, terminating or seeking to terminate our contractual relationship altogether, or altering how we are able to process data in a way that is unfavorable or costly to us. Although we expect that we could obtain similar services from other third parties, if our arrangements with our current providers were terminated, we could experience interruptions in our ability to make our solutions available to customers, as well as delays and additional expenses in arranging for alternative cloud infrastructure services. As a result, we may incur additional costs, fail to attract or retain customers, or be subject to potential liability, any of which could have an adverse effect on our business, results of operations and financial condition. We may have insufficient transmission bandwidth, which could result in disruptions to our solutions and loss of revenue. Our operations are dependent in part upon transmission bandwidth provided by third-party network or cloud providers. There can be no assurance that we are adequately prepared for unexpected increases in bandwidth demands by our customers. Enterprises are increasingly inclined to adopt cloud-based communications solutions, especially as a result of residing demand for remote collaboration caused by the COVID-19 outbreak, and we may experience spikes in usage from time to time. Although we believe we are able to scale our network infrastructure in response, if we fail to cost-effectively maintain and expand our network infrastructure, due to the further spread or any resurgence of the COVID-19 outbreak or any other factors that are out of our control, our business and operations could be severely disrupted, and our results of operations and financial condition could be adversely affected. The bandwidth we have contracted to purchase may become unavailable for a variety of reasons, including service outages, payment disputes, network providers going out of business, natural disasters, pandemics, networks imposing traffic limits, or governments adopting regulations that impact network operations. We also may be unable to move quickly enough to augment capacity to reflect growing traffic or security demands. Failure to put in place the capacity we require could result in a reduction in, or disruption of, service to our customers, require us to issue credits and ultimately a loss of those customers. Such a failure could also result in our inability to acquire new customers demanding capacity not available. For some of our solutions, we recognize revenues over the subscription term, and thus downturns or upturns in new sales and renewals are not immediately reflected in full in our results of operations. We offer some of our solutions, such as cloud-based CC solutions deployed primarily on public cloud, on a subscription basis, and we recognize the related revenues ratably over the subscription period beginning on the date our solutions are made available to our customers. As a result, much of the revenues we report each period are the recognition of revenues generated from subscriptions entered into during previous periods. Consequently, a decline in new or renewed subscriptions in any single period may have a small impact on the revenues that we recognize for that period. However, such a decline will negatively affect our revenues in future periods. Accordingly, the effect of significant downturns in sales and potential changes in our pricing policies or rate of customer expansion or retention may not be fully reflected in our results of operations until future periods. In addition, a significant portion of our costs are expensed as incurred, while revenues are recognized over the term of the subscription. As a result, growth in the number of new customers could continue to result in our recognition of higher costs and lower revenues in the earlier periods of our subscriptions. Table of Contents Our business may be subject to seasonal effects, and any disruption of business during any particular seasons could adversely affect our liquidity and results of operations. We have experienced, and expect to continue to experience in the future, seasonality in our business, results of operations and financial condition. We believe that our quarterly sales are affected by industry buying patterns. Our customers, especially large enterprises, tend to enter into contracts with us in the second half of each year in accordance with their budget cycles. As such, we generally record higher revenues during such periods. In addition, we typically generate lower revenues in the first quarter during or around Chinese New Year holiday. Our revenues may also fluctuate due to other factors such as the general economic environment in China. The seasonality changes may cause fluctuations in our financial results and any occurrence that disrupts our business during any particular seasons could have a disproportionately material adverse effect on our liquidity and results of operations. We outsource certain non-core software development activities to third parties. Any failures by outsourcing service providers to meet our standards may adversely affect our business, reputation and relationship with customers. While we independently developed all the core features of and technologies underlying our cloud-based communications solutions, we outsource certain non-core software development activities in relation to our cloud-based UC&C solutions to third parties in order to enhance productivity and reduce labor costs. Typically, we enter into agreements with these third-party outsourcing service providers on a project basis, pursuant to which they deliver software according to our specifications. We may experience operational difficulties because of our outsourcing service providers, including their failure to comply with software specifications, reduced capacity, insufficient quality control and failure to meet deadlines. As a result, we may fail to deliver our communications solutions to the satisfaction of our customers and in a timely manner, which may adversely affect our reputation and relationship with customers. In addition, if one or more of our outsourcing service providers experience business interruptions or are otherwise unable or unwilling to fulfill their agreements with us, we may suffer delays and additional expenses in arranging for alternative service providers meeting our requirements, and our business, results of operations and financial condition may be adversely affected. We have incurred and may continue to incur substantial share-based compensation expenses. We have adopted the 2016 share incentive plan, or the 2016 Plan, which permits the grant of a number of equity-linked awards, including share options and restricted shares, to directors, officers, employees and external consultants. The 2016 Plan is intended to promote our success and shareholder value by attracting, motivating and retaining selected employees and other eligible participants through the awards. See "Management Share Incentive Plans". In 2018, 2019 and the nine months ended September 30, 2019 and 2020, we recorded share-based compensation expenses of RMB6.8 million, RMB27.5 million (US$4.0 million), RMB11.2 million and RMB80.4 million (US$11.8 million), respectively. For details on the measurements of our share-based compensation, see "Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Estimates Share-based compensation". As of September 30, 2020, there were RMB78.6 million (US$11.6 million) of total unrecognized share-based compensation expenses related to share options and restricted shares which is expected to be recognized over a weighted-average period of 3.35 years. As of the date of this prospectus, the maximum aggregate number of ordinary shares which may be issued pursuant to all awards under the 2016 Plan is 29,525,465. As of the date of this prospectus, options to purchase an aggregate of 28,666,091 ordinary shares were granted under the 2016 Plan, among which (1) options to purchase 21,475,868 ordinary shares granted to certain Table of Contents employees were exercised in January 2021, and such shares were issued in February 2021 subject to certain transfer and repurchase restrictions, and (2) options to purchase 7,190,223 ordinary shares under the 2016 Plan were still outstanding. In addition, in January 2021, we adopted the 2021 share incentive plan, or the 2021 Plan, under which the maximum aggregate number of Class A ordinary shares that may be issued pursuant to all awards under such plan is 15,144,221. As of the date of this prospectus, no award has been granted under the 2021 Plan. See "Management Share Incentive Plans" for more information. As a result, upon the completion of this offering, we expect to further recognize a substantial amount of share-based compensation expenses, which we expect to have a significant impact on our results of operations going forward. Moreover, if we grant additional share options or other equity-linked awards in the future, our expenses associated with share-based compensation may increase significantly, which may materially and adversely affect our business, results of operations and financial condition. We are expanding internationally, which could expose us to significant risks. We established our first overseas subsidiary, Cloopen Japan Co., Ltd., in Japan in 2016 and have recently begun to generate small revenues from our international operations. We plan to further expand our international operations in select markets over time, such as Southeast Asia. Any new markets or countries into which we attempt to sell our solutions may not be receptive. For example, we may not be able to expand into certain markets if we are not able to satisfy certain government- and industry-specific requirements. In addition, our ability to manage our business and conduct our operations internationally in the future may require considerable management's attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal and regulatory systems, alternative dispute systems and commercial markets. Future international expansion will require investment of significant funds and other resources. Operating internationally subjects us to new risks and may increase risks that we currently face, including risks associated with: recruiting and retaining talented and capable employees outside China and maintaining our company culture across all of our offices; providing our solutions and operating our business across a significant distance, in different languages and among different cultures, including the potential need to modify our solutions and features to ensure that they are culturally appropriate and relevant in different countries; complying with laws and regulations of the jurisdictions in which we operate, especially those in relation to our cloud-based communications solutions and business operations; complying with applicable international laws and regulations, including laws and regulations with respect to privacy, telecommunications requirements, data protection, consumer protection and unsolicited messages and calls, and the risk of penalties to us and individual members of management or employees if our practices are deemed to be out of compliance; operating in jurisdictions that have laws on the protection of intellectual property rights different from those in China, and the practical enforcement of our intellectual property rights outside China; collaborating with partners outside China; compliance by us and our business partners with anti-corruption laws, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory limitations or perceptions on our ability to provide our solutions in certain international markets; Table of Contents Summary Consolidated Statements of Comprehensive Loss Data Year Ended December 31, Nine Months Ended September 30, 2018 2019 2019 2020 RMB RMB US$ RMB RMB US$ (in thousands, except for share amounts and per share data) Revenues 501,489 650,282 95,776 426,286 508,998 74,967 Cost of revenues (312,991 ) (382,868 ) (56,390 ) (250,240 ) (302,674 ) (44,579 ) Gross profit 188,498 267,414 39,386 176,046 206,324 30,388 Total operating expenses (362,879 ) (443,250 ) (65,284 ) (304,494 ) (409,915 ) (60,374 ) Operating loss (174,381 ) (175,836 ) (25,898 ) (128,448 ) (203,592 ) (29,986 ) Loss before income taxes (152,793 ) (182,842 ) (26,930 ) (129,160 ) (201,225 ) (29,637 ) Income tax expense (2,672 ) (652 ) (96 ) (458 ) (2,492 ) (367 ) Net loss (155,465 ) (183,494 ) (27,026 ) (129,618 ) (203,717 ) (30,004 ) Net loss per share Basic and diluted (2.88 ) (3.62 ) (0.53 ) (2.50 ) (5.19 ) (0.76 ) Weighted average number of shares outstanding used in computing net loss per share Basic and diluted 91,083,938 89,567,463 89,567,463 91,366,949 83,197,013 83,197,013 Pro forma net loss per share Basic and diluted(1) (1.13 ) (0.17 ) (0.68 ) (0.10 ) Pro forma weighted average number of shares outstanding used in computing net loss per share Basic and diluted(1) 254,406,903 254,406,903 253,048,846 253,048,846 Non-GAAP financial measure(2) Adjusted EBITDA (159,910 ) (140,089 ) (20,633 ) (111,098 ) (116,726 ) (17,192 ) Table of Contents foreign exchange controls that might require significant lead time in setting up operations in certain geographic territories and might prevent us from repatriating cash earned outside China; political and economic instability; changes in diplomatic and trade relationships, including the imposition of new trade restrictions, trade protection measures, import or export requirements, trade embargoes and other trade barriers; generally longer payment cycles and greater difficulty in collecting accounts receivables; double taxation of our international earnings and potentially adverse tax consequences due to changes in the income and other tax laws of China and the international jurisdictions in which we operate; and higher costs of doing business internationally, including increased accounting, travel, infrastructure and legal compliance costs. Compliance with laws and regulations applicable to our international operations substantially increases our cost of doing business in international jurisdictions. We may be unable to keep current with changes in laws and regulations as they occur. Although we have included relevant clauses in our business contracts to support compliance with laws and regulations of the jurisdictions in which we operate, there can be no assurance that we will always maintain compliance or that all of our employees and business partners will comply. Any violations could result in enforcement actions, fines, civil and criminal penalties, damages, injunctions or reputational harm. If we are unable to comply with these laws and regulations or manage the complexity of our international operations successfully, we may need to cease operations in certain foreign jurisdictions. Negative publicity and allegations involving us, our shareholders, directors, officers and employees may affect our reputation, and as a result, our business, results of operations and financial condition may be negatively affected. We, our shareholders, directors, officers and employees may be subject to negative media coverage and publicity from time to time in our ordinary course of business, which could threaten the perception of our reputation as a trustworthy cloud-based communications solution provider. In addition, to the extent we, our shareholders, directors, officers and employees were involved in any legal or administrative proceedings or violate or allegedly violate any laws or regulations, our reputation could be materially and adversely affected, which may, in turn, adversely affect our business and results of operations. For example, an employee, who is a former member of our senior management team was sued, prior to joining us, for theft of source code by one of his prior employers and was convicted of theft of trade secrets by a local Chinese court in 2010. He had disclosed his conviction to us before joining us, and has undertaken to keep confidential all the information that he obtains during his employment with us and, in the event of his termination, to return or permanently destroy all the documentation and materials he obtains during his employment with us. He also agreed that we retain the ownership over all the rights attached to the work products, designs, inventions or other intellectual properties developed or possessed individually or jointly by him during and until one year after termination of his employment with us. We have adopted internal policies and a code of ethics to help protect our intellectual properties. Nevertheless, negative publicity associated with our employees may adversely impact our business and reputation. In addition, Mr. Yipeng Li, our chief financial officer, was named as one of the defendants in an ongoing securities class action lawsuit against Sunlands Technology Group in his capacity as its then chief financial officer, together with certain then directors and executive officers of that company, Table of Contents originally filed on June 27, 2019 in the United States District Court for the Eastern District of New York (case number 1:19-cv-03744-FB-SMG). This class action lawsuit alleged misrepresentation contained in the registration statement in connection with such company's initial public offering. No conclusive judicial decision has been made with respect to this lawsuit. Any negative publicity or allegations may cause us to spend significant time and incur substantial costs, and we may not be able to diffuse them to the satisfaction of our customers and investors, which could materially and adversely affect our reputation, business, results of operations and financial condition and the trading price of the ADSs. We may need additional capital, and we may be unable to obtain such capital in a timely manner or on acceptable terms, or at all. We may require additional capital beyond those generated by our initial public offering from time to time to grow our business, including to better serve our customers, develop new features and solutions, improve our operating and technology infrastructure or conduct acquisition of complementary businesses and technologies. Accordingly, we may need to sell additional equity or debt securities or obtain a credit facility. Future issuances of equity or equity-linked securities could significantly dilute our existing shareholders, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our ordinary shares. For example, we may issue equity securities as consideration in acquisition transactions. Such issuances will be dilutive to our then existing shareholders, and more so if the equity securities are issued at such negotiated prices lower than the investment consideration paid by our then existing shareholders. The incurrence of debt financing would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations or our ability to pay dividends to our shareholders. Our ability to obtain additional capital is subject to a variety of uncertainties, including: our market position and competitiveness in China's cloud communications industry; our future profitability, overall financial condition, results of operations and cash flows; general market conditions for capital raising activities in China and globally; and economic, political and other conditions in China and globally. We may be unable to obtain additional capital in a timely manner or on acceptable terms or at all, and our financing may also be subject to regulatory requirements. If we are unable to obtain adequate financing on terms satisfactory to us when we require it in the future, our ability to continue to support our business growth could be significantly impaired, and our business and prospects could be adversely affected. Certain software we use leverages open source codes, which, under certain circumstances, may lead to unintended consequences and, therefore, could materially adversely affect our business, results of operations and financial condition. Our solutions incorporate open source software, and we expect to continue to incorporate open source software in the future. Few of the licenses applicable to open source software have been interpreted by courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our solutions. Moreover, although we have implemented policies to regulate the use and incorporation of open source software into our solutions, we cannot be certain that we have not incorporated open source software in a manner that is inconsistent with such policies. If we fail to comply with open source licenses, we may be subject to certain requirements, including requirements that we Table of Contents accounting perspective as they are subject to restrictions on transfer and repurchase by our company in case of termination of employment. The basic and diluted pro forma net loss per share is calculated as follows: For the year ended December 31, 2019 For the nine months ended September 30, 2020 Numerator: Net loss (183,494,361 ) (203,717,021 ) Unrecognized share-based compensation expenses related to restricted ordinary shares(a) (58,444,286 ) * Recognized share-based compensation expenses related to restricted ordinary shares(b) 32,404,591 Recognized share-based compensation expenses on the 1,424,312 class A ordinary shares to purchase the non-controlling interest of a subsidiary in Japan in January 2021 (21,525,669 ) Waiver of Mr. Changxun Sun's subscription receivable in November 2020 (23,218,856 ) Pro forma net loss basic and diluted (286,683,172 ) (171,312,430 ) Denominator: Weighted average number of ordinary shares 89,567,463 83,197,013 Pro forma effect of the vest of restricted shares(c) 4,515,114 9,527,507 Pro forma effect of the issuance of 1,424,312 Class A ordinary shares to purchase the non-controlling interest of a subsidiary in Japan in January 2021 1,424,312 1,424,312 Pro forma effect of the conversion of Series A-E Redeemable Convertible Preferred Shares 109,091,976 109,091,976 Pro forma effect of the conversion of Series F Redeemable Convertible Preferred Shares 31,581,509 31,581,509 Pro forma effect of the exercise of Series E Warrants and then conversion of related Series E Redeemable Convertible Preferred Shares 6,426,844 6,426,844 Pro forma effect of the exercise of Series F Warrants and then conversion of related Series F Redeemable Convertible Preferred Shares 11,799,685 11,799,685 Pro forma weighted average number of ordinary shares basic and diluted 254,406,903 253,048,846 Pro forma net loss per share basic and diluted (1.13 ) (0.68 ) Table of Contents offer our solutions that incorporate the open source software for no cost, that we make available source code for modifications or derivative works we create based upon, incorporating or using the open source software and that we license such modifications or derivative works under the terms of applicable open source licenses. If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from generating revenues from customers using solutions that contained the open source software and required to comply with onerous conditions or restrictions on these solutions. In any of these events, we and our customers could be required to seek licenses from third parties in order to continue offering our solutions and to re-engineer or even discontinue offering our solutions in the event re-engineering cannot be accomplished on a timely basis. Any of the foregoing could require us to devote additional research and development resources, could result in customer dissatisfaction and may adversely affect our business, results of operations and financial condition. Certain of our customers, such as internet finance companies, may be subject to more stringent laws and regulations, which could adversely affect their operations and therefore their IT spending levels, and in turn could cause our customer base to shrink. Certain enterprises which deploy our solutions in their business operations are internet finance companies, which accounted for 10.3%, 8.3% and 8.2% of our total revenues in 2018, 2019 and the nine months ended September 30, 2020, respectively. Due to the relatively short history of the online consumer finance industry in China, a comprehensive regulatory framework is under development by the PRC government. Since mid-2015, the PRC government and relevant regulatory authorities have issued a number of laws and regulations, including the Interim Measure on the Internet Micro-credit Business (Draft for Comments) announced in November 2020, seeking to tighten the online consumer finance industry. These laws and regulations have imposed stringent requirements on the operation of peer-to-peer (P2P) online lending platforms. Although how these requirements will be interpreted and implemented is still unclear, it is likely that more stringent laws and regulations will be issued and adopted to further regulate related businesses. As a result of the stringent and evolving regulatory environment, online consumer finance industry in China is facing great challenges and shrinking in size, which has adversely affected and could continue to adversely affect our business. For example, relevant PRC authorities took stringent government measures in 2019 to regulate the operation of P2P online lending platforms, and we, after assessing potential risks, chose to voluntarily terminate certain transactions with existing customers in the online consumer finance industry to ensure compliance with relevant laws and regulations, which led to a decrease in our existing customer base and our revenues primarily related to cloud-based CC solutions that we offer on a recurring basis in such year. See "Management's Discussion and Analysis of Financial Condition and Results of Operations Key Operating Metrics". Furthermore, if the practice of our customers in the online consumer finance industry is deemed to violate any rules, laws or regulations, they could be forced to substantially modify their business model, face injunctions, including orders to cease illegal activities, discontinuation of operations and correction orders, fines and criminal liability, and may be exposed to other penalties as determined by the relevant government authorities, which could significantly harm their business operations and IT spending levels. As a result, our customer base may shrink, and our business, financial condition and results of operations may be adversely affected. Table of Contents The estimates of market opportunity, forecasts of market growth included in this prospectus may prove to be inaccurate, and any real or perceived inaccuracies may harm our reputation and negatively affect our business. Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all. Market opportunity estimates and growth forecasts included in this prospectus are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of addressable companies or markets covered by our market opportunity estimates will deploy our solutions at all or generate any particular level of revenue for us. Even if the market in which we compete meets the size estimates and growth forecasted in this prospectus, our business could fail to grow for a variety of reasons, including reasons outside of our control, such as competition in our industry. Risks Related to Regulatory Compliance Our business is subject to extensive regulation, and if we fail to obtain and maintain required licenses and permits, we could face government enforcement actions, fines and possibly restrictions on our ability to operate or offer certain of our solutions. The cloud-based communications industry in China is subject to extensive regulation. Related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. We are required to obtain and maintain all necessary operating licenses and permits applicable to our cloud-based communications solutions and our business operations in China. We may be required to apply for and obtain additional licenses and permits, as the interpretation and enforcement of the current PRC laws and regulations are evolving and new laws and regulations may continue to be promulgated. Most of our PRC operating entities have obtained licenses from the Ministry of Industry and Information Technology in China, or MIIT, and/or its local authorities to use telecommunications network code resources and provide internet content, and the Value-Added Telecommunications Business Operating Licenses to provide domestic multi-party communications services, domestic call center services, non-internet information services and internet information services. Certain of our telecommunications network code practices may be found to be not in full compliance with relevant laws and regulations, and as a result, we may be subject to administrative measures including confiscation of pertinent revenues, penalties and withdrawal of the telecommunications network code resources. For instance, our PRC operating entities may be deemed to be using the telecommunications network code resources registered under the names of other PRC operating entities. In addition, certain of our PRC operating entities are in the process of updating or renewing their licenses or permits. As of the date of this prospectus, our PRC operating entities have not been subject to any legal or regulatory sanction for failure to obtain, renew or update such licenses. However, we cannot assure you that our PRC operating entities can successfully obtain or maintain required licenses and permits in a timely manner or at all, and we may be subject to fines, confiscation of income and discontinuation of or restrictions on certain of our operations in China as a result. Moreover, if we fail to renew or update any of our current licenses and permits in a timely manner and on commercially reasonable terms or at all, our business, results of operations and financial condition could be materially and adversely affected. We may be required to obtain additional licenses and permits as regulatory requirements evolve or as we expand our solution offerings and business operations. For example, while we do not believe our current operations fall under the licensing requirements for deployment of interactive voice response, or IVR, and, therefore, we do not believe we are required to obtain the related license, we cannot assure you that the regulators will not take a contrary position or that the Table of Contents regulatory regime will not evolve in a way to expand the licensing requirements. As a result, we may incur increased costs of compliance, and there can be no assurance that we will be able to obtain the IVR-related license or any additional requisite license and permit or that we will not be found in violation of any existing or new law. If our operations are no longer in compliance with existing or new laws and regulations, or if we fail to obtain any license required under such laws and regulations, we could be subject to various penalties, including fines and discontinuation of or restrictions on our operations in China, which could materially and adversely affect our business, results of operations and financial condition. Our brand image, business and results of operations may be adversely affected by third-party misconduct and misuse of our solutions, many of which are beyond our control. We store, process and transmit a large amount of data and communications in the ordinary course of business, which may be subject to improper disclosure and misappropriation by our employees, business partners and other third parties. As a result, our business may suffer and our brand image, business, results of operations and financial condition may be materially and adversely affected. We are exposed to the risk of other types of employee misconduct, including intentionally failing to comply with government regulations, engaging in unauthorized activities and misrepresentation during marketing activities, which could harm our reputation. It is not always possible to deter third-party misconduct, and the precautions we take to prevent and detect misconduct may not be effective in controlling unknown or unmanaged risks or losses, which could harm our business, results of operations and financial condition. In addition, our customers which deploy our solutions in their business communications may misuse them to make unauthorized calls and send unauthorized text messages and other content. Such misuses may subject us to potential risks, including liabilities or claims relating to consumer rights protection laws. As a provider of short message services, we are required to comply with relevant laws and regulations relating to internet information protections. For example, on May 19, 2015, the MIIT published the Provisions on the Administration of Short Message Services, which took effect on June 30, 2015, prohibiting the use of text messages in telemarketing or other commercial settings without consumers' proper request and consent. We could also be required to comply with relevant laws and regulations regarding the control and management of unauthorized calls, including, among others, establishing forbidden call lists to prevent telemarketing calls from reaching end-users who have formerly explicitly refused to be reached by telemarketing calls of a particular industry or business, and improving technological capability and risk precautions regarding the prevention and monitoring of unauthorized calls. The scope and interpretation of relevant laws and regulations that are or may be applicable to the delivery of text messages, calls and other content are continuously evolving. See "Regulation Regulations Relating to Cyber Security and Privacy Protection Unauthorized calls and text messages". We have taken certain acts to reduce unauthorized text messages and calls, such as contract restrictions in our agreements with customers. However, as in practice we have little control over text messages, calls and other content delivered by our customers to their end-users, we cannot assure you that our current systems and acts will be sufficient or effective under applicable laws and regulations. If we do not comply with relevant laws and regulations or if we become liable under these laws and regulations, we could face direct liability and loss of customer confidence, which could materially harm our reputation, business, results of operations and financial condition. The discontinuation of any of the preferential tax treatments available to us in China could materially and adversely affect our results of operations and financial condition. Under PRC tax laws and regulations, enterprises are generally subject to enterprise income tax at the statutory rate of 25%, and revenues from cloud-based communications services and Table of Contents communications devices are generally subject to value-added tax at the rates of 6% and 13%. Preferential tax treatments are available to certain enterprises, industries and regions. For example, certain of our affiliated entities were recognized as "high and new technology enterprises", or HNTEs, and were entitled to a preferential enterprise income tax rate of 15%. The HNTE status must be reapplied every three years. During the three-year period, HNTEs must conduct a self-review each year to ensure they meet the HNTE criteria. Certain of our affiliated entities are in the process of renewing the HNTE certificates for another three years. In addition, if the value-added taxes we actually paid for the sales of our qualified proprietary software exceed an amount equivalent to 3% of our revenues from such software, we are eligible to receive a refund of the excessive amount. However, if PRC government changes its tax policy of supporting new technology and software development, or if we cease to be eligible for any of these preferential tax treatments, we must pay tax at the standard rates, which would adversely affect our profitability. Most of the lease agreements for our leased properties in China have not been registered with the relevant PRC government authorities as required by PRC law, which may expose us to potential fines. Under PRC law, all property lease agreements are required to be registered with the local land and real estate administration bureau. Although failure to do so does not in itself invalidate the leases, the lessees may not be able to defend these leases against bona fide third parties and may also be exposed to potential fines if they fail to rectify such non-compliance within the prescribed time frame after receiving notice from the relevant PRC government authorities. The penalty ranges from RMB1,000 to RMB10,000 for each unregistered lease, at the discretion of the relevant authority. As of the date of this prospectus, most of the lease agreements for our leased properties in China have not been registered with the relevant PRC government authorities. As of the date of this prospectus, we have not been subject to any administrative fines or sanctions in this regard, nor have we received any rectification orders. However, there can be no assurance that relevant authorities will not in future implement measures to request us to register our leases. In the event that any fine is imposed on us for our failure to register our lease agreements, we may not be able to recover such losses from the lessors. Our rights to use our leased properties could be challenged by property owners or other third parties, which may disrupt our operations and cause us to incur relocation costs. As of the date of this prospectus, the lessors of certain of our leased properties in China failed to provide us with valid property ownership certificates or authorizations from the property owners for the lessors to sublease the properties. There is a risk that such lessors may not have the relevant property ownership certificates or the right to lease or sublease such properties to us, in which case the relevant lease agreements may be deemed invalid and we may be forced to vacate these properties, which could interrupt our business operations and cause us to incur relocation costs. Moreover, if third parties challenge our lease agreements, it could result in a diversion of managerial attention and cause us to incur costs associated with defending such actions, even if such challenges are ultimately determined in our favor. Failure to make adequate contributions to social insurance and housing fund as required by PRC regulations may subject us to penalties. In accordance with PRC Social Insurance Law and Regulations on the Administration of Housing Fund and other relevant laws and regulations, an employer is required to pay basic pension insurance, basic medical insurance, work-related injury insurance, unemployment insurance, maternity insurance and housing fund, or the Employee Benefits, for its employees in Table of Contents accordance with the rates provided under relevant regulations and withhold the Employee Benefits that should be assumed by the employees. We have not made sufficient contribution of the Employee Benefits for some employees. We may be subject to late fees and fines for our insufficient contributions to the Employee Benefits. As of the date of this prospectus, we have not received any notice from the relevant government authorities or any claim or request from these employees in this regard. We have also made adequate provision in relation to the insufficient contribution of the Employee Benefits in our financial statements. However, we cannot assure you that the relevant government authorities will not require us to pay the outstanding amount and impose late fees or fines on us, in which case our business, results of operations and financial condition may be adversely affected. We may be held liable for the information and content displayed on, retrieved from or linked to our websites or posted by us on third-party platforms, which could have a material and adverse effect on our business, financial condition and results of operations. The PRC government has adopted laws and regulations governing the distribution of information over the internet. Given the broad scope of these laws and regulations and the uncertainties regarding their interpretation, there can be no assurance that all the information and content displayed on, retrieved from or linked to our websites or posted by us on third-party platforms comply or will comply with the requirements of these laws and regulations at all times. Under applicable PRC laws and regulations, the marketing of our solutions on our websites or third-party platforms may be deemed as internet advertisement, which may subject us to legal or regulatory liabilities. If we were found to violate laws or regulations governing the information and content displayed on, retrieved from or linked to our websites or posted by us on other platforms, we may be subject to fines and penalties and may be required to remove the non-compliant content from our websites or refrain from distributing the non-compliant content on third- party platforms, which may materially and adversely affect our reputation, business and results of operations. For example, we were ordered to remove the non-compliant advertisement and were imposed a fine of RMB10,000 in 2018 due to the use of certain inaccurate and unclear phrases regarding our solutions in violation of the PRC Advertisement Law. Moreover, we may also be sued by private parties for defamation, copyright or trademark infringement, invasion of privacy, personal injury or under other legal theories relating to the information or content that we create or distribute. We could incur significant costs in investigating and defending such claims, even if we are ultimately not held liable. If any of these events occurs, we could incur significant expenses and our revenues could be adversely affected. A material weakness in our internal control over financial reporting has been identified, and if we fail to implement and maintain an effective system of internal control over financial reporting, we could be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the market price of the ADSs may be materially and adversely affected. Prior to this offering, we have been a private company with limited accounting and financial reporting personnel and other resources with which we address our internal control over financial reporting. In the course of auditing our consolidated financial statements as of and for the years ended December 31, 2018 and 2019, we and our independent registered public accounting firm identified one material weakness in our internal control over financial reporting as of December 31, 2019. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, or PCAOB, a "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material Table of Contents misstatement of our annual or interim consolidate financial statements will not be prevented or detected on a timely basis. The material weakness identified relates to insufficient accounting personnel with appropriate U.S. GAAP knowledge for accounting of complex transactions, presentation and disclosure of financial statements in accordance with U.S. GAAP and SEC reporting requirements and lack of sufficient documented financial closing policies and procedures. The material weakness, if not remediated timely, may lead to material misstatements in our consolidated financial statements in the future. Prior to preparing for this offering, neither we nor our independent registered public accounting firm had undertaken a comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses and other control deficiencies in our internal control over financial reporting. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional deficiencies may have been identified. To remedy our identified material weakness, we have begun to, and will continue to, improve our internal control over financial reporting, including, among others: (1) recruiting more qualified personnel equipped with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework, (2) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel, (3) enhancing oversight over and clarifying reporting requirements for, non-recurring and complex transactions to ensure consolidated financial statements and related disclosures are accurate, complete and in compliance with U.S. GAAP and SEC reporting requirements, (4) recruiting more qualified internal control personnel with experience in the requirements of the Sarbanes-Oxley Act and adopting accounting and internal control guidance on U.S. GAAP and SEC reporting, and (5) preparing more detailed guidance and manuals on financial closing policies and procedures to improve the quality and accuracy of period-end financial closing process. The implementation of these measures, however, may not fully address the material weakness identified in our internal control over financial reporting, and we cannot conclude that it has been fully remedied. Our failure to correct the material weakness or our failure to discover and address any other material weaknesses or deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Upon completion of this offering, we will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or Section 404, will require that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report in our second annual report on Form 20-F after becoming a public company. In addition, once we cease to be an "emerging growth company" as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation. During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. If we fail to maintain the adequacy of our internal control Table of Contents over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally, if we fail to achieve and maintain an effective internal control environment, it could result in material misstatements in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our businesses, financial condition, results of operations and prospects, as well as the trading price of the ADSs, may be materially and adversely affected. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods. We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and noncompliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation. We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we conduct our business or sell our solutions, including the PRC anti-corruption laws and regulations, the U.S. Foreign Corrupt Practices Act, or FCPA, and other anti-corruption laws and regulations. The FCPA prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a "foreign official" for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. The PRC anticorruption laws and regulations prohibit bribery to government agencies, state or government owned or controlled enterprises or entities, to government officials or officials that work for state or government owned enterprises or entities, as well as bribery to non-government entities or individuals. There is uncertainty in connection with the implementation of PRC anti-corruption laws and regulations. A violation of these laws or regulations could adversely affect our business, results of operations, financial condition and reputation. We have direct or indirect interactions with officials and employees of China's government agencies and state-owned enterprises in the ordinary course of business. These interactions subject us to an increased level of compliance-related concerns. We have implemented policies and procedures designed to ensure compliance by us and our directors, officers, employees, representatives, consultants, agents and business partners with applicable anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations. However, our policies and procedures may not be sufficient, and our directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which we may be held responsible. Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject us to whistleblower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, results of operations, financial condition and reputation. In addition, changes in economic sanctions laws in the future could adversely impact our business and investments in the ADSs. Table of Contents Risks Related to Doing Business in China Changes in China's economic, political or social conditions or government policies could have a material adverse effect on our business and operations. We generate substantially all of our revenues from our operations in China. Accordingly, our business, financial condition, results of operations and prospects are influenced by economic, political and legal developments in China. Economic reforms begun in the late 1970s have resulted in significant economic growth. However, any economic reform policies or measures in China may from time to time be modified or revised. China's economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past 30 years, growth has been uneven across different regions and among different economic sectors. In addition, the rate of growth has been slowing since 2012, and the impact of COVID-19 on the Chinese and global economies in 2020 and 2021 is likely to be severe. In particular, the National Bureau of Statistics of China reported a 6.8% drop and a 3.2% growth in GDP for the first and second quarters of 2020, respectively, compared with the respective periods of 2019. The PRC government exercises significant control over China's economic growth through strategically allocating resources, controlling the payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Some of these measures may benefit the overall PRC economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past, the PRC government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and results of operations. In addition, the increased global focus on social, ethical and environmental issues may lead to China's adoption of more stringent standards in these areas, which may adversely impact the operations of China-based companies including us. Any adverse changes in economic conditions in China, in the policies of the PRC government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our business, financial condition and results of operations, lead to reduction in demand for our solutions and adversely affect our competitive position. Uncertainties with respect to the PRC legal system could adversely affect us. The PRC legal system is based on written statutes and court decisions that have limited precedential value. The PRC legal system is evolving rapidly, and therefore the interpretations and enforcement of many laws, regulations and rules may contain inconsistencies and uncertainties. From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. However, since PRC judicial and administrative authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to predict the outcome of a judicial or administrative proceeding than in more developed legal systems. Furthermore, the PRC legal system is based, in part, on government policies and internal rules, some of which are not published in a timely manner, or at all, but which may have retroactive effect. As a result, we may not always be aware of any potential violation of these policies and rules. These uncertainties may impede our contractual, property and procedural rights, which could adversely affect our business, financial condition and results of operations. Table of Contents The audit report included in this prospectus is prepared by an auditor who is not inspected by the Public Company Accounting Oversight Board, and, as such, you are deprived of the benefits of such inspection. In addition, various legislative and regulatory developments related to U.S.-listed China-based companies due to lack of PCAOB inspection and other developments may have a material adverse impact on our listing and trading in the U.S. and the trading prices of the ADSs. Our independent registered public accounting firm that issues the audit report included in our prospectus filed with the SEC, as auditors of companies that are traded publicly in the United States and a firm registered with the PCAOB is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. Because we have substantial operations within the PRC and the PCAOB is currently unable to conduct full inspections of the work of our independent registered public accounting firm as it relates to those operations without the approval of the Chinese authorities, our independent registered public accounting firm is not currently inspected thoroughly by the PCAOB. This lack of PCAOB inspections in the PRC prevents the PCAOB from regularly evaluating our independent registered public accounting firm's audits and its quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections. On May 24, 2013, the PCAOB announced that it had entered into a Memorandum of Understanding on Enforcement Cooperation with the China Securities Regulatory Commission, or CSRC, and the Ministry of Finance, or MOF, which establishes a cooperative framework between the parties for the production and exchange of audit documents relevant to investigations in the United States and China. On inspection, it appears that the PCAOB continues to be in discussions with the China regulators to permit inspections of audit firms that are registered with the PCAOB in relation to the audit of Chinese companies that trade on U.S. exchanges. On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. In a statement issued on December 9, 2019, the SEC reiterated concerns over the inability of the PCAOB to conduct inspections of the audit firm work papers with respect to U.S.-listed companies that have operations in China, and emphasized the importance of audit quality in emerging markets, such as China. On April 21, 2020, the Chairman of the SEC, Chairman of the PCAOB and certain other SEC divisional heads jointly issued a public statement, reminding the investors that with respect to investments in companies that are based in or have substantial operations in many emerging markets, including China, there is substantially greater risk of incomplete or misleading disclosures and, in the event of investor harm, substantially less recourse, in comparison to U.S. domestic companies. The joint statement reinforced past statements of the SEC and the PCAOB on matters including the difficulty to inspect audit work papers in China and its potential harm to investors. On June 4, 2020, the U.S. President issued a memorandum ordering the President's Working Group on Financial Markets, or the PWG, to submit a report to the President within 60 days of the memorandum that includes recommendations for actions that can be taken by the executive branch and by the SEC or PCAOB on Chinese companies listed on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States. On August 6, 2020, the PWG released a report recommending that the SEC take steps to implement the five recommendations outlined in the report. In particular, to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfill its statutory mandate, or NCJs, the PWG recommends enhanced listing standards on U.S. stock exchanges. This would require, as a condition to initial and continued exchange listing, PCAOB access to work papers of the principal audit firm for the audit of the listed company. Companies unable to satisfy this standard as a result of governmental restrictions on access to audit work Table of Contents papers and practices in NCJs may satisfy this standard by providing a co-audit from an audit firm with comparable resources and experience where the PCAOB determines it has sufficient access to audit work papers and practices to conduct an appropriate inspection of the co-audit firm. The report permits the new listing standards to provide for a transition period until January 1, 2022 for listed companies, but would apply immediately to new listings once the necessary rulemakings and/or standard-setting are effective. There can be no assurance that any of the recommendations as described above would be officially adopted or become operative in their current form or that more stringent listing standards would not otherwise become effective. After we are listed on the New York Stock Exchange, if we fail to meet the proposed new listing standards in their current form before the deadline specified thereunder due to factors beyond our control, we could face possible de-listing from the New York Stock Exchange, deregistration from the SEC and/or other risks, which may materially and adversely affect, or effectively terminate, trading of the ADSs in the United States. Inspections of other firms that the PCAOB has conducted outside the PRC have identified deficiencies in those firms' audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The inability of the PCAOB to conduct full inspections of auditors and obtain audit work papers directly from our independent registered public accounting firm in the PRC makes it more difficult to evaluate the effectiveness of our independent registered public accounting firm's audit procedures or quality control procedures as compared to auditors outside of the PRC that are subject to PCAOB inspections. Investors may lose confidence in our reported financial information and procedures and the quality of our financial statements. As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular China, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S. Congress, and passed requiring the SEC to maintain a list of issuers for which the PCAOB is not able to inspect or investigate an auditor report issued by a foreign public accounting firm. The proposed Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges, or EQUITABLE, Act prescribes more stringent disclosure requirements for these issuers and, beginning in 2025, the delisting from U.S. national securities exchanges, such as the New York Stock Exchange, of issuers included on the SEC's list for three consecutive years. On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act, or the HFCAA, which includes requirements similar to those in the EQUITABLE Act requiring the SEC to identify issuers whose audit reports are prepared by auditors that the PCAOB is unable to inspect or investigate because of restrictions imposed by non-U.S. authorities. The HFCAA would also require public companies on the SEC's list to certify that they are not owned or controlled by a foreign government and make certain additional disclosures on foreign ownership and control of such issuers in their SEC filings. The HFCAA was approved by the U.S. House of Representatives on December 2, 2020 and was signed into law by the U.S. President on December 18, 2020. The HFCAA would amend the Sarbanes-Oxley Act of 2002 to require the SEC to prohibit securities of any U.S.-listed companies from being listed on any of the U.S. securities exchanges, such as the New York Stock Exchange, or traded "over-the-counter", if the registrant's financial statements have been audited by an accounting firm branch or office that is not subject to PCAOB inspection for a period of three consecutive years after the HFCAA becomes effective. Enactment of the HFCAA or any other similar legislations or efforts to increase U.S. regulatory access to audit information could cause investor uncertainty for affected issuers, including us, and the stock price could be materially and adversely affected. In addition, enactment of these legislations may result in prohibitions on the trading of our Class A ordinary shares on the New York Stock Exchange, if our auditors fail to meet the PCAOB inspection requirement in time. Table of Contents MANAGEMENT Directors and Executive Officers The following table sets forth information regarding our directors and executive officers as of the date of this prospectus. Directors and Executive Officers Age Position/Title Changxun Sun 45 Chairman of the board and chief executive officer Yipeng Li* 44 Director appointee and chief financial officer Xiegang Xiong* 51 Director appointee, chief product officer and chief technology officer Cheng Luo* 38 Director appointee and chief executive officer assistant Kui Zhou 53 Director Qingsheng Zheng 44 Director Xiaodong Liang** 44 Director (outgoing) Zi Yang** 36 Director (outgoing) Ming Liao** 50 Director (outgoing) Feng Zhu** 46 Director (outgoing) Lok Yan Hui** 43 Director (outgoing) Jianhong Zhou** 56 Director (outgoing) Ching Chiu*** 43 Director (independent director appointee) Yunhao Liu*** Table of Contents It may be difficult for overseas regulators to conduct investigation or collect evidence within China. Shareholder claims or regulatory investigation that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigations initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the PRC territory. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase the difficulties you face in protecting your interests. See also " Risks Related to the ADSs and this Offering You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law and conduct our operations primarily in emerging markets". The custodians or authorized users of our controlling non-tangible assets, including chops and seals, may fail to fulfill their responsibilities, or misappropriate or misuse these assets. Under the PRC law, legal documents for corporate transactions, including agreements and contracts are executed using the chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed with relevant PRC market regulation administrative authorities. In order to secure the use of our chops and seals, we have established internal control procedures and rules for using these chops and seals. In any event that the chops and seals are intended to be used, the responsible personnel will submit a formal application, which will be verified and approved by authorized employees in accordance with our internal control procedures and rules. In addition, in order to maintain the physical security of our chops, we generally have them stored in secured locations accessible only to authorized employees. Although we monitor such authorized employees, the procedures may not be sufficient to prevent all instances of abuse or negligence. There is a risk that our employees could abuse their authority, for example, by entering into a contract not approved by us or seeking to gain control of one of our subsidiaries or our affiliated entities or their subsidiaries. If any employee obtains, misuses or misappropriates our chops and seals or other controlling non-tangible assets for whatever reason, we could experience disruption to our normal business operations. We may have to take corporate or legal action, which could involve significant time and resources to resolve and divert management from our operations, and we may not be able to recover our loss due to such misuse or misappropriation if the third party relies on the apparent authority of such employees and acts in good faith. Fluctuations in exchange rates could have a material adverse effect on our results of operations and the value of your investment. The value of the Renminbi against the U.S. dollar and other currencies is affected by changes in China's political and economic conditions and China's foreign exchange policies, among other things. In 2005, the PRC government changed its decades-old policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the Table of Contents exchange rate between Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. On November 30, 2015, the Executive Board of IMF completed the regular five-year review of the basket of currencies that make up the Special Drawing Right, or SDR, and decided that with effect from October 1, 2016, Renminbi is determined to be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the Japanese yen and the British pound. In the fourth quarter of 2016, the Renminbi has depreciated significantly against the backdrop of a surging U.S. dollar and persistent capital outflows from China. This depreciation halted in 2017, and the Renminbi appreciated approximately 7% against the U.S. dollar during this one-year period. In 2018, a new round of Renminbi depreciation emerged under the influence of a strong U.S. dollar and the Sino-U.S. trade friction. In August 2019, Renminbi once plunged to the weakest level against the U.S. dollar in more than a decade, which raised fears of further escalation in the Sino-U.S. trade friction as the United States labeled China as a currency manipulator after such sharp depreciation. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system and we cannot assure you that Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future. Significant revaluation of the Renminbi may have a material adverse effect on your investment. For example, to the extent that we need to convert U.S. dollars we receive from this offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or the ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us. Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited, and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency. Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment. The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in Renminbi. Under our current corporate structure, our Cayman Islands holding company may rely on dividend payments from our PRC subsidiary to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of our PRC subsidiary and affiliated entities in China may be used to pay dividends to our company. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. Table of Contents As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiary and affiliated entities to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi. In light of the flood of capital outflows of China in 2016 due to the weakening Renminbi, the PRC government has imposed more restrictive foreign exchange policies and stepped up scrutiny of major outbound capital movement including overseas direct investment. More restrictions and substantial vetting process are put in place by SAFE to regulate cross-border transactions falling under the capital account. If any of our shareholders regulated by such policies fails to satisfy the applicable overseas direct investment filing or approval requirement timely or at all, it may be subject to penalties from the relevant PRC authorities. The PRC government may at its discretion further restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of the ADSs. The M&A Rules and certain other PRC regulations may require this offering to be approved by the China Securities Regulatory Commission and establish complex procedures for certain types of acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China. The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, include, among other things, provisions that purport to require that an offshore special purpose vehicle, formed for the purpose of an overseas listing of securities through acquisitions of PRC domestic enterprises or assets and controlled by PRC enterprises or individuals, to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle's securities on an overseas stock exchange. On September 21, 2006, pursuant to the M&A Rules and other PRC laws, the CSRC published on its official website relevant guidance regarding its approval of the listing and trading of special purpose vehicles' securities on overseas stock exchanges, including a list of application materials. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles. While the application of the M&A Rules remains unclear, we believe, as advised by our PRC counsel, CM Law Firm, CSRC approval is not required in the context of this offering given that (1) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours are subject to the M&A Rules, and (2) no explicit provision in the M&A Rules classifies the respective contractual arrangements among Anxun Guantong and Ronglian Yitong and its shareholders as a type of acquisition transaction falling under the M&A Rules. However, there can be no assurance that the relevant PRC government authorities, including the CSRC, would reach the same conclusion as our PRC counsel. If the CSRC or other PRC regulatory body subsequently determines that we need to obtain the CSRC's approval for this offering or if the CSRC or any other PRC government authorities publish any interpretation or implements rules before our listing that would require us to obtain CSRC or other governmental approvals for this offering, we may face adverse actions or sanctions by the CSRC or other PRC regulatory authorities. In any such event, these regulatory authorities may impose fines and penalties on our operations in China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from this offering into China or take other actions that could have a material adverse effect on our business, results of operations, financial condition, reputation and prospects, as well as our ability to complete this offering. The CSRC or other PRC regulatory authorities may also take actions requiring us, or making it advisable for us, to halt this offering before settlement and Table of Contents delivery of the ADSs offered by this prospectus. Consequently, if you intend to engage in market trading or other activities in anticipation of and prior to settlement and delivery, you should be aware of the risk that such settlement and delivery may not occur. In addition, some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce, or the MOFCOM, be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. Moreover, the Anti-Monopoly Law requires that the MOFCOM shall be notified in advance of any concentration of undertaking if certain thresholds are triggered. In addition, the security review rules issued by the MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise "national defense and security" concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise "national security" concerns are subject to strict review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share. PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of this offering to make loans to or make additional capital contributions to our PRC subsidiary and affiliated entities, which could materially and adversely affect our liquidity and our ability to fund and expand our business. We are an offshore holding company conducting our operations in China through our PRC subsidiary and affiliated entities. We may make loans to our PRC subsidiary and affiliated entities, or we may make additional capital contributions to our PRC subsidiary, or we may establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, or we may acquire offshore entities with business operations in China in an offshore transaction. Most of these activities are subject to PRC regulations and approvals. For example, loans by us to our wholly owned PRC subsidiary to finance its activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE. If we decide to finance our wholly owned PRC subsidiary by means of capital contributions, these capital contributions are subject to the requirement of making necessary filings in the foreign investment comprehensive administrative system and registration with other governmental authorities in China. Due to the restrictions imposed on loans in foreign currencies extended to PRC domestic companies, we are not likely to make such loans to our affiliated entities as PRC domestic companies. Further, we are not likely to finance the activities of our affiliated entities by means of capital contributions due to regulatory restrictions relating to foreign investment in PRC domestic enterprises engaged in value-added telecommunication services and certain other businesses. SAFE promulgated the Circular on Reforming the Management Approach regarding the Settlement of Foreign Capital of Foreign-invested Enterprise, or SAFE Circular 19, effective June 2015, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign Invested Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, and the Table of Contents Circular on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses. According to SAFE Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to a third-party. Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within China, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Although SAFE promulgated in October 2019 the Circular on Further Promoting the Cross-border Trade and Investment Facilitation, or SAFE Circular 28, pursuant to which non-investment foreign-invested companies are allowed to conduct domestic equity investment with settled capital from foreign exchange if such investment projects are true and compliant and do not otherwise violate the existing Special Management Measures (Negative List) for Foreign Investment Access, or the Negative List, it is unclear whether SAFE will permit such capital to be used for equity investments in China in actual practice. SAFE promulgated the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but changes the prohibition against using RMB capital converted from foreign currency denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from this offering, to our PRC subsidiary, which may adversely affect our liquidity and our ability to fund and expand our business in China. In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, or at all, with respect to future loans by us to our PRC subsidiary or with respect to future capital contributions by us to our PRC subsidiary. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we received from this offering and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiary to liability or penalties, limit our ability to inject capital into our PRC subsidiary, limit our PRC subsidiary's ability to increase its registered capital or distribute profits to us, or may otherwise adversely affect us. SAFE promulgated the Circular of the State Administration of Foreign Exchange on Issues Concerning the Foreign Exchange Administration over the Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles, or SAFE Circular 37, in July 2014, which replaced the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles promulgated by SAFE in October, 2005. SAFE Circular 37 requires PRC residents or entities to register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing with such PRC residents or entities' legally owned assets or equity interests in domestic enterprises or offshore assets or interests. On February 13, 2015, SAFE issued Circular on Further Simplifying and Improving the Foreign Currency Management Policy on Direct Investment, or SAFE Circular 13, Table of Contents effective on June 1, 2015, pursuant to which the power to accept SAFE registration was delegated from local SAFE to local qualified banks where the assets or interest in the domestic entity was located. In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to any change of basic information (including change of such PRC citizens or residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions. If our shareholders who are PRC residents or entities do not complete their registration with the local SAFE branches, our PRC subsidiary may be prohibited from distributing its profits and proceeds from any reduction in capital, share transfer or liquidation to us, and we may be restricted in our ability to contribute additional capital to our PRC subsidiary. Moreover, failure to comply with the SAFE registration described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions. In addition, our shareholders who are PRC entities shall complete their overseas direct investment filings according to applicable laws and regulations regarding the overseas direct investment by PRC entities, including filings with the MOFCOM, the National Development and Reform Commission, or NDRC, or the local branch of the MOFCOM and NDRC based on the investment amount, invested industry or other factors thereof. We have used our best efforts to notify PRC residents or entities who directly or indirectly hold shares in our Cayman Islands holding company and who are known to us as being PRC residents or entities to complete the foreign exchange registrations or overseas direct investment filings. However, we may not at all times be fully aware or informed of the identities of all our shareholders or beneficial owners that are required to make or update such registration or filings, and we cannot compel them to comply with SAFE registration requirements and filing requirements as set forth in SAFE, MOFCOM and NDRC regulations. As a result, we cannot assure you that all other shareholders or beneficial owners of ours who are PRC residents or entities have complied with, and will in the future make, obtain or update any applicable registrations, filings or approvals required by SAFE, MOFCOM and NDRC regulations. Failure by such shareholders or beneficial owners to comply with SAFE, MOFCOM and NDRC regulations, or failure by us to amend the foreign exchange registrations of our PRC subsidiary, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our PRC subsidiary's ability to make distributions or pay dividends to us or affect our ownership structure, which could adversely affect our business and prospects. Moreover, under existing foreign exchange regulations, circulation of foreign currencies within the territory of the PRC shall be prohibited, and no pricing and settlement shall be made in foreign currencies within the territory of the PRC, unless otherwise stipulated by the state authority. For instance, using foreign exchange to make payments that shall be made with Renminbi violates various foreign exchange regulation requirements, which may result in liabilities under PRC law for circumventing applicable foreign exchange restrictions and be construed as arbitrage of exchange. As a result, relevant foreign exchange regulatory authorities may order the violating entity to convert the foreign exchange and impose a fine of up to 30% of the illegal arbitrage amount; in serious cases, the regulatory authorities may impose a fine in excess of 30% but no more than the illegal arbitrage amount. The violating entity may also be subject to criminal liability if its act constitutes a criminal offence. We have made some acquisitions in China, and as a consideration, we have issued new shares overseas to acquired entities' direct or indirect shareholders who are PRC residents, which may subject such shareholders and us to the abovementioned fines or criminal liability in serious cases. In addition, we cannot assure you that such shareholders have completed the necessary registrations as required by SAFE Circular 37 and other relevant SAFE regulations and rules, failure of which may subject such shareholders to fines and sanctions and adversely affect our business, results of operations and financial condition. Table of Contents If we fail to comply with PRC regulations regarding the registration requirements for employee stock ownership plans or share option plans, the PRC plan participants or we could be subject to fines and other legal or administrative sanctions. Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies due to their position as director, senior management or employees of the PRC subsidiaries of the overseas companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. Our directors, executive officers and other employees who are PRC residents and who have been granted share-based awards may have to follow SAFE Circular 37 to apply for the foreign exchange registration before our company becomes an overseas listed company. In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plans of Overseas Publicly-Listed Companies, or SAFE Circular 7. Under SAFE Circular 7 and other relevant rules and regulations, PRC residents who participate in stock incentive plan in an overseas publicly-listed company are required to register with SAFE or its local branches and complete certain other procedures. Participants of a stock incentive plan who are PRC residents must retain a qualified PRC agent, which could be a PRC subsidiary of such overseas publicly listed company or another qualified institution selected by such PRC subsidiary, to conduct the SAFE registration and other procedures with respect to the stock incentive plan on behalf of its participants. Such participants must also retain an overseas entrusted institution to handle matters in connection with their exercise of share-based awards, the purchase and sale of corresponding shares or interests and fund transfers. In addition, the PRC agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRC agent or the overseas entrusted institution, or any other material changes. We and our PRC employees who have been granted share-based awards will be subject to SAFE Circular 7 and other relevant rules and regulations upon the completion of this offering. Failure of our PRC share-based award holders to complete their SAFE registrations may subject these PRC residents to fines and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiary, limit our PRC subsidiary's ability to distribute dividends to us, or otherwise materially adversely affect our business. If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or the ADSs holders. Under the PRC Enterprise Income Tax Law, or EIT Law, and its implementation rules, an enterprise established outside of the PRC with its "de facto management body" within the PRC is considered a "resident enterprise" and will be subject to PRC enterprise income tax on its global income at the rate of 25%. The implementation rules define the term "de facto management body" as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In 2009, the State Administration of Taxation, or SAT, issued the Circular of the State Administration of Taxation on Issues Relating to Identification of PRC-controlled Overseas Registered Enterprises as Resident Enterprises in Accordance with the De Facto Standards of Organizational Management, or SAT Circular 82, which provides certain specific criteria for determining whether the "de facto management body" of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, but not to those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the State Administration of Taxation's general position on how the "de facto management body" test should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or Table of Contents a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its "de facto management body" in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (1) the primary location of the day-to-day operational management is in the PRC; (2) decisions relating to the enterprise's financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (3) the enterprise's primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (4) at least 50% of voting board members or senior executives habitually reside in the PRC. We believe none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term "de facto management body". If the PRC tax authorities determine that any of our entities outside of China is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of the ADSs. In addition, non-resident enterprise shareholders (including the ADSs holders) may be subject to PRC tax at a rate of 10% on gains realized on the sale or other disposition of ADSs or ordinary shares, if such income is treated as sourced from within the PRC. Furthermore, if PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, dividends paid to our non-PRC individual shareholders (including the ADSs holders) and any gain realized on the transfer of ADSs or ordinary shares by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us), if such gains are deemed to be from PRC sources. These rates may be reduced by an applicable tax treaty, but it is unclear whether non-PRC shareholders of Cloopen Group Holding Limited would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that Cloopen Group Holding Limited is treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the ADSs. We face uncertainties with respect to indirect transfer of equity interests in PRC resident enterprises by their non-PRC holding companies. We face uncertainties regarding the reporting on and consequences of previous private equity financing transactions involving the transfer and exchange of shares in our company by non-resident investors. In February 2015, SAT issued the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or SAT Bulletin 7. Pursuant to SAT Bulletin 7, an "indirect transfer" of PRC assets, including a transfer of equity interests in an unlisted non-PRC holding company of a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of the underlying PRC assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. On October 17, 2017, SAT issued the Bulletin on Issues Concerning the Withholding of Non-PRC Resident Enterprise Income Tax at Source, or SAT Bulletin 37, which came into effect on December 1, 2017. SAT Bulletin 37 further clarifies the practice and procedure of the withholding of nonresident enterprise income tax. There is uncertainty as to the application of SAT Bulletin 37 or previous rules under SAT Bulletin 7. We face uncertainties on the reporting and consequences of private equity financing transactions, share exchanges or other transactions involving the transfer of shares in our company by investors that are non-PRC resident enterprises. Under SAT Bulletin 37 and SAT Bulletin 7, our company may be subject to filing obligations or taxes if our company is the transferor in such Table of Contents transactions, and may be subject to withholding obligations if our company is the transferee in such transactions. Increases in labor costs in the PRC may adversely affect our business, financial condition and results of operations. The PRC Labor Contract Law has reinforced the protection of employees who, under the PRC Labor Contract Law, have the right, among others, to have written employment contracts, to enter into employment contracts with no fixed term under certain circumstances, to receive overtime wages and to terminate or alter terms in labor contracts. Furthermore, the PRC Labor Contract Law sets forth additional restrictions and increases the costs involved with dismissing employees. To the extent that we need to significantly reduce our workforce, the PRC Labor Contract Law could adversely affect our ability to do so in a timely and cost-effective manner, and we could be subject to penalties or incur significant liabilities in connection with labor disputes or investigations. In addition, we are required by PRC laws and regulations to make social insurance registration and open housing fund account with relevant governmental authorities and pay various statutory employee benefits, including pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to designated government agencies for the benefit of our employees. The relevant government agencies may examine whether an employer has made adequate payments of the requisite statutory employee benefits, and those employers who fail to make adequate payments may be subject to late payment fees, fines and/or other penalties. Our social insurance and/or housing provident fund policies and practices may be found to have violated the relevant laws and regulations. For example, some of our PRC operating entities did not make adequate social insurance and housing fund contributions or did not make social insurance registration and open housing fund account in accordance with PRC laws and regulations. As a result, we may be subject to fines and legal sanctions, and our business, financial condition and results of operations may be adversely affected. Proceedings instituted by the SEC against Chinese affiliates of the "big four" accounting firms, including our independent registered public accounting firm, could result in financial statements being determined to not comply with the requirements of the Exchange Act. In December 2012, the SEC brought administrative proceedings against the PRC-based affiliates of the "big four" accounting firms, including our independent registered public accounting firm, alleging that they had violated U.S. securities laws and the SEC's rules and regulations thereunder by failing to provide to the SEC the firms' audit work papers and other documents related to certain other PRC-based companies that are publicly traded in the United States. On January 22, 2014, the administrative law judge, or the ALJ, presiding over the matter rendered an initial decision that each of the firms had violated the SEC's rules of practice by failing to produce audit papers and other documents to the SEC. The initial decision censured each of the firms and barred them from practicing before the SEC for a period of six months. The decision was neither final nor legally effective until reviewed and approved by the SEC, and on February 12, 2014, the PRC-based accounting firms appealed to the SEC against this decision. On February 6, 2015, the four PRC-based accounting firms each agreed to a censure and to pay a fine to the SEC to settle the dispute and avoid suspension of their ability to practice before the SEC and audit U.S.-listed companies. The settlement required the firms to follow detailed procedures and to seek to provide the SEC with access to Chinese firms' audit documents via the CSRC. Under the terms of the settlement, the underlying proceeding against the four PRC-based accounting firms was deemed dismissed with prejudice four years after entry of the settlement. The four-year mark occurred on February 6, 2019. It is uncertain whether the SEC will further challenge Table of Contents the four PRC-based accounting firms' compliance with U.S. laws in connection with U.S. regulatory requests for audit work papers or if the results of such a challenge would result in the SEC imposing penalties such as suspensions. If additional remedial measures are imposed on the PRC-based affiliates of the "big four" accounting firms, including our independent registered public accounting firm, we could be unable to timely file future financial statements in compliance with the requirements of the Exchange Act. In the event that the SEC restarts the administrative proceedings, depending upon the outcome, listed companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act and ultimately possible delisting. Moreover, any negative news about any such future proceedings against these accounting firms may cause investor uncertainty regarding China-based, United States-listed companies and the market price of the ADSs may be adversely affected. If the Chinese affiliate of our independent registered public accounting firm were denied, even temporarily, the ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on our financial statements, our financial statements could be determined not to be in compliance with the requirements of the Exchange Act. Such a determination could ultimately lead to the delisting of the ADSs from the New York Stock Exchange or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading of the ADSs in the United States. Recent litigation and negative publicity surrounding China-based companies listed in the United States may result in increased regulatory scrutiny of us and negatively impact the trading price of the ADSs. We believe that litigation and negative publicity surrounding companies with operations in China that are listed in the United States have negatively impacted stock prices for such companies. Various equity-based research organizations have published reports on China-based companies after examining, among other things, their corporate governance practices, related party transactions, sales practices and financial statements that have led to special investigations and stock suspensions on national exchanges. Any similar scrutiny of us, regardless of its lack of merit, could result in a diversion of managerial resources, potential costs to defend ourselves against rumors, decreases and volatility in the ADS trading price, and increased directors and officers insurance premiums, and could have a material adverse effect upon our business, results of operations and financial condition. A severe or prolonged downturn in the global or Chinese economy could materially and adversely affect our business, financial condition, results of operations and prospects. The global macroeconomic environment is facing challenges, including the end of quantitative easing by the U.S. Federal Reserve, the economic slowdown in the Eurozone since 2014 and uncertainties over the impact of Brexit. The Chinese economy has shown slower growth compared to the previous decade since 2012 and the trend may continue. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world's leading economies, including the United States and China. There have been concerns over unrest and terrorist threats in the Middle East, Europe and Africa, which have resulted in market volatility. There have also been concerns over the relationship between China and other countries, including the surrounding Asian countries. Recent international trade disputes, including tariff actions announced by the United States, China and certain other countries, and the uncertainties created by such disputes may cause disruptions in the international flow of goods and services and may adversely affect the Chinese economy as well as Table of Contents global markets and economic conditions. In addition, the recent market panics over the global outbreak of COVID-19 and the drop of oil price materially and negatively affected the global financial markets, which may cause slowdown of the global economy. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. Any severe or prolonged slowdown in the global or Chinese economy may materially and adversely affect our business, financial condition, results of operations and prospects. If relations between China and the United States deteriorate, our business, results of operations and financial condition could be adversely affected. At various times during recent years, the United States and China have had significant disagreements over monetary, economic, political and social issues, including currently in relation to the COVID-19 pandemic, and future relations between these two countries may deteriorate. Changes in political conditions and changes in the state of China-U.S. relations are difficult to predict and could adversely affect our business, results of operations and financial condition. In addition, because of our extensive operations in the Chinese market, any deterioration in political or trade relations might cause a public perception in the United States or elsewhere that might cause our products to become less attractive. We cannot predict what effect any changes in China-U.S. relations may have on our ability to access capital or effectively do business in China or the United States. Moreover, any political or trade controversies between the United States and China, whether or not directly related to our business, could cause investors to be unwilling to hold or buy the ADSs and consequently cause the trading price of the ADSs to decline. Changes in international trade policies and international barriers to trade, or the escalation of trade tensions, may have an adverse effect on our business. Recent international trade disputes, including those between China and the United States, and the uncertainties created by such disputes may disrupt the transnational flow of goods and significantly undermine the stability of the global and Chinese economy, thereby harming our business. International trade disputes could result in tariffs and other protectionist measures that could adversely affect our business. Tariffs could increase our operating costs as well as the cost of the goods and products which could affect our customer's discretionary spending level. In addition, any escalation in existing trade tensions or the advent of a trade war, or news and rumors of the escalation of a potential trade war, could affect consumer confidence and have a material adverse effect on our business, results of operations and, ultimately, the trading price of the ADSs. Political tensions between the United States and China have escalated due to, among other things, the COVID-19 outbreak, the PRC National People's Congress' passage of Hong Kong national security legislation, sanctions imposed by the U.S. Department of Treasury on certain officials of the Hong Kong Special Administrative Region and the central government of the PRC, and the executive orders issued by U.S. President in August 2020 that prohibit certain transactions with ByteDance Ltd., Tencent Holdings Ltd. and the respective subsidiaries of such companies. Rising political tensions could reduce levels of trades, investments, technological exchanges and other economic activities between the two major economies, which would have a material adverse effect on global economic conditions and the stability of global financial markets. Any of these factors could have a material adverse effect on our business, prospects, financial condition and results of operations. Furthermore, there have been media reports on deliberations within the U.S. government regarding potentially limiting or restricting China-based companies from accessing U.S. capital markets. If any such deliberations were to materialize, the resulting legislation may have a material and adverse impact on the stock performance of China-based issuers listed in the United States. It is currently unclear whether the proposed or additional legislations would be enacted that would have the effect of potentially limiting or restricting China-based companies from accessing U.S. capital markets. Table of Contents Risks Related to Our Corporate Structure The PRC government may find that the contractual arrangements that establish our corporate structure for operating our business do not comply with applicable PRC laws and regulations. Current PRC laws and regulations impose certain restrictions on foreign ownership of companies that engage in certain business operations, such as value-added telecommunications services. In June 2019, the MOFCOM and the NDRC promulgated the Negative List, which became effective on July 30, 2019, in order to amend the Guidance Catalogue of Industries for Foreign Investment. The Negative List was further amended on June 23, 2020 and became effective on July 23, 2020. Pursuant to the Negative List (2020 Version), foreign investment in value-added telecommunications services (except for e-commerce, domestic multi-party communications services, store-and-forward services and domestic call center services) falls within the Negative List. As a result, foreign investors can only conduct investment activities through equity or contractual joint ventures with certain shareholding requirements and approvals from competent authorities. PRC partners are required to hold the majority interests in the joint ventures and approval from MOFCOM and the MIIT, for the incorporation of the joint ventures and the business operations. The primary foreign investors must also have operating experience and a good track record in providing value-added telecommunication services overseas. Current PRC laws and regulations impose restrictions on foreign ownership and investment in companies that engage in value-added telecommunications services. We are an exempted company incorporated in the Cayman Islands. Anxun Guantong is our wholly-owned PRC subsidiary and a foreign-invested enterprise under PRC laws. We conduct our business in China through Ronglian Yitong and its subsidiaries, or collectively our affiliated entities, in China, based on a series of contractual arrangements by and among Anxun Guantong, Ronglian Yitong and its shareholders. Our contractual arrangements allow us to (1) exercise effective control over our affiliated entities, (2) receive substantially all of the economic benefits of our affiliated entities, and (3) have an exclusive option to purchase all or part of the equity interests in the affiliated entities when and to the extent permitted by PRC law. We have been and expect to continue to be dependent on our affiliated entities to operate our business in China. As a result of these contractual arrangements, we have control over and are the primary beneficiary of our affiliated entities and consolidate their financial results under U.S. GAAP. See "Corporate History and Structure Contractual Arrangements" for details. In the opinion of our PRC counsel, CM Law Firm, (1) the ownership structures of WFOE and the VIE in China, both currently and immediately after giving effect to this offering, are not and will not in any violation of the applicable PRC laws or regulations currently in effect; and (2) the contractual arrangements by and among WFOE, the VIE and its shareholders governed by PRC laws and regulations are currently valid, binding and enforceable, and will not result in any violation of the applicable PRC laws or regulations currently in effect, except that the pledges on the shareholders' equity interest in the VIE would not be deemed validly created until they are registered with the relevant local branch of State Administration for Market Regulation. However, we have been further advised by our PRC counsel that there are substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. Thus, the PRC government may ultimately take a view contrary to or otherwise different from the opinion of our PRC counsel. If the PRC government otherwise find that we are in violation of any existing or future PRC laws or regulations or lack the necessary permits or licenses to operate our business, the relevant governmental authorities would have broad discretion in dealing with such violation, including, without limitation: revoking the business and operating licenses of our company; Table of Contents discontinuing or restricting any related-party transactions between our group and our affiliated entities; imposing fines and penalties, confiscating the income from our company, or imposing additional requirements for our operations which we may not be able to comply with; requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements and deregistering the share pledges of the VIE, which in turn would affect our ability to consolidate, derive economic interests from, or exercise effective control over our affiliated entities; restricting or prohibiting our use of the proceeds of this offering to finance our business and operations in China, particularly the expansion of our business through strategic acquisitions; or restricting the use of financing sources by us or our affiliated entities or otherwise restricting our or their ability to conduct business. Any of these events could cause significant disruption to our business operations and severely damage our reputation, which would in turn materially and adversely affect our business, financial condition and results of operations. If occurrences of any of these events results in our inability to direct the activities of our affiliated entities in China, and/or our failure to receive the economic benefits from our affiliated entities, we may not be able to consolidate their financial results in our consolidated financial statements in accordance with U.S. GAAP. Any failure by the VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business. We have relied and expect to continue to rely on the contractual arrangements with the VIE and its shareholders to operate our business in China. For a description of these contractual arrangements, see "Corporate History and Structure Contractual Arrangements". However, these contractual arrangements may not be as effective as direct ownership in providing us with control over our affiliated entities. Any of our affiliated entities, including the VIE and its shareholders, could breach their contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. In the event that the shareholders of the VIE breach the terms of these contractual arrangements and voluntarily liquidate the VIE, or the VIE declares bankruptcy and all or part of its assets become subject to liens or rights of third-party creditors, or are otherwise disposed of without our consent, we may be unable to conduct some or all of our business operations or otherwise benefit from the assets held by our affiliated entities, which could have a material adverse effect on our business, financial condition and results of operations. If the VIE or its shareholders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and contractual remedies, which we cannot assure you will be sufficient or effective under PRC law. Our contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in China. Accordingly, these agreements would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a consolidated variable interest entity should be interpreted or enforced under PRC law. There remain Table of Contents significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary. In addition, under PRC law, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and if the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would require additional expenses and delay. In the event that we are unable to enforce these contractual arrangements, or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements, we may not be able to exert effective control over our affiliated entities, and our ability to conduct our business may be negatively affected. See " Risks Related to Doing Business in China Uncertainties with respect to the PRC legal system could adversely affect us". The shareholders of the VIE may have actual or potential conflicts of interest with us, which may materially and adversely affect our business, financial condition and results of operations. The shareholders of the VIE may have actual or potential conflicts of interest with us. These shareholders may breach, or cause the VIE to breach, or refuse to renew, the existing contractual arrangements we have with them and the VIE, which would have a material adverse effect on our ability to effectively control our affiliated entities and receive economic benefits from them. For example, the shareholders may be able to cause our agreements with the VIE to be performed in a manner adverse to us by, among other things, failing to remit payments due under the contractual arrangements to us on a timely basis. We cannot assure you that when conflicts of interest arise any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor. Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company. If we cannot resolve any conflict of interest or dispute between us and these shareholders, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainties as to the outcome of any such legal proceedings. Our contractual arrangements may be subject to scrutiny by the PRC tax authorities and they may determine that we or our affiliated entities owe additional taxes, which could materially and adversely affect our business, financial condition and results of operations. Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. The tax authorities may impose reasonable adjustments on taxation if they have identified any related party transactions that are inconsistent with arm's length principles. We could face material and adverse tax consequences if the PRC tax authorities determine that our contractual arrangements were not entered into on an arm's length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws, rules and regulations, and adjust income of our affiliated entities in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in a reduction of expense deductions recorded by our affiliated entities for PRC tax purposes, which could in turn increase its tax liabilities without reducing our PRC subsidiary's tax expenses. In addition, if WFOE requests the shareholders of our affiliated entities to transfer their equity interests at nominal or no value pursuant to the contractual arrangements, such transfer could be viewed as a gift and subject WFOE to PRC income tax. Furthermore, the PRC tax authorities may impose late payment fees and other penalties on our affiliated entities for the adjusted but unpaid taxes according to the applicable regulations. Our financial position could be materially and adversely affected if our affiliated entities' tax liabilities increase or if they are required to pay late payment fees and other penalties. Table of Contents Uncertainties exist with respect to the interpretation and implementation of the newly enacted Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance, business, financial condition, results of operations and prospects. On March 15, 2019, the National People's Congress promulgated the Foreign Investment Law, which came into effect on January 1, 2020 and replaced the trio of existing laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law, together with their implementation rules and ancillary regulations. The Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments. The current Foreign Investment Law does not mention concepts such as "actual control" and "controlling PRC companies by contracts or trusts" that were included in the previous drafts, nor does it specify regulations on controlling through contractual arrangements. As a result, this regulatory topic remains unclear under the Foreign Investment Law. However, since the Foreign Investment Law is relatively new, uncertainties still exist in relation to its interpretation and implementation, and failure to take timely and appropriate measures to cope with the regulatory-compliance challenges could result in a material adverse effect on us. For instance, though the Foreign Investment Law does not explicitly classify contractual arrangements as a form of foreign investment, it contains a catch-all provision under the definition of "foreign investment", which includes investments made by foreign investors in China through means stipulated in laws or administrative regulations or other methods prescribed by the State Council. Therefore, it still leaves leeway for future laws, administrative regulations or provisions promulgated by the Stale Council to provide for contractual arrangements as a form of foreign investment, at which time it will be uncertain whether our contractual arrangements will be deemed to be in violation of the market access requirements for foreign investment in the PRC and if yes, how our contractual arrangements should be dealt with. In addition, if future laws, administrative regulations or provisions prescribed by the State Council mandate further actions to be taken by companies with respect to existing contractual arrangements, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. In the worst-case scenario, we may be required to unwind our existing contractual arrangements and/or dispose of the relevant business operations, which could have a material adverse effect on our current corporate structure, corporate governance, business, financial condition, results of operations and prospects. We may rely on dividends paid by our PRC subsidiary to fund cash and financing requirements. Any limitation on the ability of our PRC subsidiary to pay dividends to us could have a material adverse effect on our ability to conduct our business and to pay dividends to holders of our ordinary shares, including those represented by the ADSs. We are a holding company, and we may rely on dividends to be paid by our PRC subsidiary for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to holders of our ordinary shares, including those represented by the ADSs, and service any debt we may incur. If our PRC subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. Under PRC laws and regulations, wholly foreign-owned enterprises in the PRC, such as WFOE, may pay dividends only out of their accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its after-tax profits each year, after making up previous years' accumulated losses, if any, to fund certain statutory reserve funds, until the aggregate amount of Table of Contents such a fund reaches 50% of its registered capital. These reserve funds are not distributable as cash dividends. Any limitation on the ability of our PRC subsidiary to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. Risks Related to Corporate Governance As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices for corporate governance matters that differ significantly from the New York Stock Exchange corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the corporate governance listing standards. We have applied to list the ADSs on the New York Stock Exchange. The New York Stock Exchange corporate governance listing standards permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the New York Stock Exchange corporate governance listing standards. For instance, we are not required to: (1) have a majority of the board be independent; (2) have a compensation committee or a nominations or corporate governance committee consisting entirely of independent directors; or (3) have regularly scheduled executive sessions with only independent directors each year. We intend to rely on some of these exemptions. As a result, you may not be provided with the benefits of certain corporate governance requirements of the New York Stock Exchange. We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies. Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the selective disclosure rules by issuers of material nonpublic information under Regulation FD. We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of the New York Stock Exchange. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely than that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer. Table of Contents We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements. We are an "emerging growth company", as defined in the JOBS Act, and we may take advantage of certain exemptions from requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 for so long as we remain an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. Further, as an emerging growth company, we have elected to use the extended transition period for complying with new or revised financial accounting standards. As such, our financial statements may not be comparable to companies that comply with public company effective dates because of the potential differences in accounting standard used. We cannot predict if investors will find the ADSs less attractive because we may rely on these provisions. If some investors find the ADSs less attractive as a result, there may be a less active trading market for the ADSs and the trading price of the ADSs may be more volatile. We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an "emerging growth company". We are a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the New York Stock Exchange, impose various requirements on the corporate governance practices of public companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. As a company with less than US$1.07 billion in revenues for our last fiscal year, we qualify as an 'emerging growth company' pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. After we are no longer an 'emerging growth company,' we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. As a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs. In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company's securities. If we were involved in a class action suit, it could divert a significant amount of our management's attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in Table of Contents the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations. Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial. Our authorized and issued ordinary shares have been divided into Class A ordinary shares and Class B ordinary shares immediately prior to the completion of this offering. Holders of Class A ordinary shares will be entitled to one vote per share, while holders of Class B ordinary shares will be entitled to ten votes per share. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Immediately upon the completion of this offering, Mr. Sun will beneficially own 2,000,000 Class A ordinary shares and all of our 25,649,839 Class B ordinary shares, representing approximately 8.65% of our then total issued and outstanding share capital and 46.95% of our then aggregate voting power, assuming the underwriters do not exercise their option to purchase additional ADSs. We will sell Class A ordinary shares represented by the ADSs in this offering. As a result of the dual-class voting structure and the concentration of ownership, Mr. Sun will have considerable influence over matters such as decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of the ADSs. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares and ADSs may view as beneficial. The dual-class structure of our ordinary shares may adversely affect the trading market for the ADSs. Certain shareholder advisory firms have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our ordinary shares may prevent the inclusion of the ADSs representing Class A ordinary shares in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for the ADSs. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the ADSs. Our post-offering memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our ordinary shares and the ADSs. We will adopt our post-offering memorandum and articles of association that will become effective immediately prior to the completion of this offering. Our post-offering memorandum and articles of association will contain provisions which could limit the ability of others to acquire control Table of Contents of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. Our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, represented by the ADS or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of the ADSs may fall and the voting and other rights of the holders of our ordinary shares and ADSs may be materially and adversely affected. Risks Related to the ADSs and this Offering An active trading market for our ordinary shares or the ADSs may not develop and the trading price for the ADSs may fluctuate significantly. We have applied to list the ADSs on the New York Stock Exchange. We have no current intention to seek a listing for our ordinary shares on any stock exchange. Prior to the completion of this offering, there has been no public market for the ADSs or our ordinary shares, and we cannot assure you that a liquid public market for the ADSs will develop. If an active public market for the ADSs does not develop following the completion of this offering, the market price and liquidity of the ADSs may be materially and adversely affected. The initial public offering price for the ADSs was determined by negotiation between us and the underwriters based upon several factors, and we cannot assure you that the trading price of the ADSs after this offering will not decline below the initial public offering price. As a result, investors in our securities may experience a significant decrease in the value of their ADSs, and may not be able to resell ADSs at or above the price they paid, or at all. The trading price of the ADSs is likely to be volatile, which could result in substantial losses to investors. The trading price of the ADSs is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States. A number of Chinese companies have listed or are in the process of listing their securities on U.S. stock markets. The securities of some of these companies have experienced significant volatility, including price declines in connection with their initial public offerings. The trading performances of these Chinese companies' securities after their offerings may affect the attitudes of investors toward Chinese companies listed in the United States in general and consequently may impact the trading performance of the ADSs, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other Chinese companies may also negatively affect the attitudes of investors towards Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities. Furthermore, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, which may have a material and adverse effect on the trading price of the ADSs. Table of Contents In addition to market and industry factors, the price and trading volume for the ADSs may be highly volatile for factors specific to our own operations, including the following: variations in our revenues, earnings and cash flow; announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; announcements of new solutions and expansions by us or our competitors; announcements of new policies, rules or regulations relating to the communications industry in China; changes in financial estimates by securities analysts; detrimental adverse publicity about us, our solutions, our competitors or our industry; additions or departures of key personnel; fluctuations of exchange rates between the Renminbi and the U.S. dollar; release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and potential litigation or regulatory investigations. Any of these factors may result in large and sudden changes in the volume and price at which the ADSs will trade. In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management's attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations. Techniques employed by short sellers may drive down the market price of the ADSs. Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller's interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market. Public companies listed in the United States that have a substantial majority of their operations in China have been the subject of short selling. Much of the scrutiny and negative publicity has centered on allegations of a lack of effective internal control over financial reporting resulting in financial and accounting irregularities and mistakes, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result, many of these companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits and/or SEC enforcement actions. Table of Contents We may be the subject of unfavorable allegations made by short sellers in the future. Any such allegations may be followed by periods of instability in the market price of our ordinary shares and ADSs and negative publicity. If and when we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable federal or state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming and could distract our management from growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business operations and shareholders' equity, and the value of any investment in the ADSs could be greatly reduced or rendered worthless. If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding the ADSs, the market price for the ADSs and trading volume could decline. The trading market for the ADSs will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who cover us downgrade the ADSs, the market price for the ADSs would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for the ADSs to decline. Because the initial public offering price is substantially higher than the pro forma net tangible book value per share, you will experience immediate and substantial dilution. If you purchase ADSs in this offering, you will pay more for each ADS than the corresponding amount paid by existing shareholders for their ordinary shares. As a result, you will experience immediate and substantial dilution of approximately US$11.25 per ADS (assuming no exercise of the underwriters' option to purchase additional ADSs). This number represents the difference between (1) our pro forma net tangible book value as adjusted per ADS of US$2.75 as of September 30, 2020, after giving effect to this offering and (2) the initial public offering price of US$14.00 per ADS. In addition, you will experience further dilution to the extent that our Class A ordinary shares are issued upon the vesting of any share awards under our share incentive plans. All of the Class A ordinary shares issuable under our then share incentive plans will be issued at a purchase price on a per ADS basis that is less than the public offering price per ADS in this offering. See "Dilution" for a more complete description of how the value of your investment in the ADSs will be diluted upon the completion of this offering. The sale or availability for sale of substantial amounts of the ADSs could adversely affect their market price. Sales of substantial amounts of the ADSs in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of the ADSs and could materially impair our ability to raise capital through equity offerings in the future. The ADSs sold in this offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements. There will be 20,000,000 ADSs (equivalent to 40,000,000 Class A ordinary shares) outstanding immediately after this offering, or 23,000,000 ADSs (equivalent to 46,000,000 Class A ordinary shares) if the underwriters exercise their option to purchase additional ADSs in full. In connection Table of Contents with this offering, we, our directors and executive officers, and existing shareholders have agreed not to sell, transfer or dispose of any ADSs, ordinary shares or similar securities for a period of 180 days after the date of this prospectus without the prior written consent of the underwriters, subject to certain exceptions. However, the underwriters may release these securities from these restrictions at any time, subject to applicable regulations of the Financial Industry Regulatory Authority, Inc. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of the ADSs. See "Underwriting" and "Shares Eligible for Future Sale" for a more detailed description of the restrictions on selling our securities after this offering. Because we do not expect to pay dividends in the foreseeable future after this offering, you must rely on price appreciation of the ADSs for return on your investment. We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in the ADSs as a source for any future dividend income. Our board of directors has complete discretion as to whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium account, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in the ADSs will likely depend entirely upon any future price appreciation of the ADSs. There is no guarantee that the ADSs will appreciate in value after this offering or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in the ADSs or even lose your entire investment in the ADSs. We have not determined a specific use for a portion of the net proceeds from this offering, and we may use these proceeds in ways with which you may not agree. We have not determined a specific use for a portion of the net proceeds of this offering, and our management will have considerable discretion in deciding how to apply these proceeds. You will not have the opportunity to assess whether the proceeds are being used appropriately before you make your investment decision. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. We cannot assure you that the net proceeds will be used in a manner that will improve our results of operations or increase the price of the ADSs, nor that these net proceeds will be placed only in investments that generate income or appreciate in value. You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law and conduct our operations primarily in emerging markets. We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act of the Cayman Islands, as amended, and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary Table of Contents responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of associations) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest. Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. If we choose to follow home country practice, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers. In addition, we conduct substantially all of our business operations in emerging markets, including China, and substantially all of our directors and senior management are based in China. The SEC, U.S. Department of Justice, or the DOJ, and other authorities often have substantial difficulties in bringing and enforcing actions against non-U.S. companies and non-U.S. persons, including company directors and officers, in certain emerging markets, including China. Additionally, our public shareholders may have limited rights and few practical remedies in emerging markets where we operate, as shareholder claims that are common in the United States, including class action based on securities law and fraud claims, generally are difficult or impossible to pursue as a matter of law or practicality in many emerging markets, including China. For example, in China, there are significant legal and other obstacles for the SEC, the DOJ and other U.S. authorities to obtaining information needed for shareholder investigations or litigation. Although the competent authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, the regulatory cooperation with the securities regulatory authorities in the United States has not been efficient in the absence of a mutual and practical cooperation mechanism. According to Article 177 of the PRC Securities Law which became effective in March 2020, no foreign securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities to foreign securities regulators. As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Table of Contents Act of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders, see "Description of Share Capital Differences in Corporate Law". Certain judgments obtained against us by our shareholders may not be enforceable. We are a Cayman Islands exempted company and all of our assets are located outside of the United States. Substantially all of our current operations are conducted in China. In addition, most of our current directors and officers are nationals and residents of countries other than the United States. All or a substantial portion of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against us, our assets, our directors and officers or their assets. For more information regarding the relevant laws of the Cayman Islands and China, see "Enforceability of Civil Liabilities". The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to vote your Class A ordinary shares. As a holder of the ADSs, you will only be able to exercise the voting rights with respect to the Class A ordinary shares represented by your ADSs in accordance with the provisions of the deposit agreement. Under the deposit agreement, you must vote by giving voting instructions to the depositary. If we request the depositary to ask for your instructions, then upon receipt of your voting instructions, the depositary will try, as far as is practicable, to vote the underlying Class A ordinary shares which are represented by your ADSs in accordance with your instructions. If we do not request the depositary to ask for your instructions, the depositary may still vote in accordance with instructions you give, but it is not required to do so. You will not be able to directly exercise your right to vote with respect to the Class A ordinary shares represented by your ADSs unless you withdraw such shares and became the registered holder of such shares prior to the record date for the general meeting. Under our post-offering memorandum and articles of association that will become effective immediately prior to the completion of this offering, the minimum notice period required for convening a general meeting is ten calendar days. When a general meeting is convened, you may not receive sufficient advance notice to withdraw the Class A ordinary shares represented by your ADSs and become the registered holder of such shares to allow you to vote with respect to any specific matter. If we ask for your instructions, the depositary will notify you of the upcoming vote and will arrange to deliver our voting materials to you. We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to vote and you may have no legal remedy if the Class A ordinary shares represented by your ADSs are not voted as you requested. The depositary may give us a discretionary proxy to vote our Class A ordinary shares underlying your ADSs if you do not give voting instructions, which could adversely affect your interests and the ability of our shareholders as a group to influence the management of our company. Under the deposit agreement for the ADSs, if you do not give voting instructions to the depositary to direct how the Class A ordinary shares underlying your ADSs are voted, upon our request, the depositary will give us (or our nominee) a discretionary proxy to vote the Class A ordinary shares underlying your ADSs at shareholders' meetings if: Table of Contents we timely provided the depositary with notice of meeting and related voting materials and requested it to solicit your instructions; we request the depositary to give a proxy; we have informed the depositary that there is no substantial opposition as to a matter to be voted on at the meeting; and the matter subject to voting would not have a material adverse impact on shareholders. The effect of this discretionary proxy is that if you do not give voting instructions to the depositary to direct how the Class A ordinary shares underlying your ADSs are voted, you cannot prevent the Class A ordinary shares underlying your ADSs from being voted, under the circumstances described above. This may make it more difficult for shareholders to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy. You may not receive cash dividends if the depositary decides it is impractical to make them available to you. The depositary of the ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our Class A ordinary shares or other deposited securities underlying the ADSs, after deducting its fees and expenses. You will receive these distributions in proportion to the number of Class A ordinary shares your ADSs represent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of the ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property to you. We and the depository are entitled to amend the deposit agreement and to change the rights of ADSs holders under the terms of such agreement, and we may terminate the deposit agreement, without the prior consent of the ADSs holders. We and the depository are entitled to amend the deposit agreement and to change the rights of the ADSs holders under the terms of such agreement, without the prior consent of the ADSs holders. We and the depositary may agree to amend the deposit agreement in any way we decide is necessary or advantageous to us. Amendments may reflect, among other things, operational changes in the ADS program, legal developments affecting ADSs or changes in the terms of our business relationship with the depositary. In the event that the terms of an amendment are disadvantageous to ADSs holders, ADSs holders will only receive 30 days' advance notice of the amendment, and no prior consent of the ADSs holders is required under the deposit agreement. Furthermore, we may decide to terminate the ADS facility at any time for any reason. For example, terminations may occur when we decide to list our shares on a non-U.S. securities exchange and determine not to continue to sponsor an ADS facility or when we become the subject of a takeover or a going-private transaction. If the ADS facility will terminate, ADSs holders will receive at least 90 days' prior notice, but no prior consent is required from them. Under the circumstances that we decide to make an amendment to the deposit agreement that is disadvantageous to ADSs holders or terminate the deposit agreement, the ADSs holders may choose to sell their ADSs or surrender their ADSs and become direct holders of the underlying Class A ordinary shares, but will have no right to any compensation whatsoever. Table of Contents You may experience dilution of your holdings due to inability to participate in rights offerings. We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. Under the deposit agreement, the depositary will not distribute rights to holders of ADSs unless the distribution and sale of rights and the securities to which these rights relate are either exempt from registration under the Securities Act with respect to all holders of ADSs or are registered under the provisions of the Securities Act. The depositary may, but is not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse. We may be unable to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to these rights or underlying securities or to endeavor to have a registration statement declared effective. Accordingly, holders of ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings as a result. You may be subject to limitations on transfer of your ADSs. Your ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADSs holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of the ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason. ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action. The deposit agreement governing the ADSs representing our Class A ordinary shares provides that, to the fullest extent permitted by law, ADSs holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement. If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be Table of Contents entitled to a jury trial with respect to such claims, which may, among other things, limit and discourage lawsuits against us and/or the depositary and lead to limited access to information and other imbalances of resources between you as ADS holders and us. If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action. Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder. We may be a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. investors owning the ADSs or our ordinary shares. A non-U.S. corporation, such as our company, will be considered a passive foreign investment company, or PFIC, for any taxable year if either (1) 75% or more of its gross income for such taxable year consists of certain types of "passive" income or (2) 50% or more of the value of its assets (generally based on an average of the quarterly values of the assets) during a taxable year is attributable to assets that produce or are held for the production of passive income. Although the law in this regard is not entirely clear, we treat our VIE (and its subsidiaries) as being owned by us for U.S. federal income tax purposes because we control its management decisions and are entitled to substantially all of the economic benefits associated with it. As a result, we consolidate its results of operations in our consolidated U.S. GAAP financial statements. If it were determined, however, that we are not the owner of our VIE (and its subsidiaries) for U.S. federal income tax purposes, we would likely be treated as a PFIC for the current taxable year and any subsequent taxable year. Assuming that we are the owner of our VIE (and its subsidiaries) for U.S. federal income tax purposes, and based upon our current and projected income and assets, including the proceeds from this offering, and projections as to the value of the ADSs and ordinary shares following the offering, we do not expect to be a PFIC for the current taxable year or the foreseeable future. However, no assurance can be given in this regard because there are uncertainties as to the application of the relevant rules and the determination of whether we will be or become a PFIC is a factual determination made annually that will depend, in part, upon the composition of our income (which may differ from our historical results and current projections) and assets and the value of our assets from time to time, including, in particular the value of our goodwill and other unbooked intangibles (which may depend on the market value of the ADSs or ordinary shares from time-to-time and may be volatile). If our market capitalization subsequently declines, we may be or become classified as a PFIC for the current taxable year or future taxable years. Furthermore, the composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. Under circumstances where our revenues from activities that produce passive income significantly increases relative to our revenues from activities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming classified as a PFIC may substantially increase. If we were treated as a PFIC for any taxable year during which a U.S. investor held an ADS or an ordinary share, certain adverse U.S. federal income tax consequences could apply to the U.S. Holder. See "Taxation United States Federal Income Taxation Passive foreign investment company rules". Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements about our current expectations and views of future events, which are contained principally in the sections entitled "Prospectus Summary", "Risk Factors", "Use of Proceeds", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Industry Overview" and "Business". These forward-looking statements relate to events that involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from those expressed or implied by these statements. You can identify some of these forward-looking statements by words or phrases such as "may", "will", "could", "expect", "anticipate", "aim", "estimate", "intend", "plan", "believe", "is/are likely to", "propose", "potential", "continue" or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. The forward-looking statements included in this prospectus relate to, among other things: our mission, goals and strategies; our ability to retain and grow customer base; our future business development, financial condition and results of operations; expected changes in our revenue, costs or expenditures; our ability to manage and expand the sales network and other aspects of our operations; our projected markets and growth in markets; our potential need for additional capital and the availability of such capital; competition in our industry; relevant government policies and regulations relating to our industry; general economic and business conditions globally and in China; our proposed use of the proceeds from this offering; and assumptions underlying or related to any of the foregoing. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from and worse than what we expect. Moreover, new risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements. This prospectus also contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. Failure of the market to grow at the projected rate may have a material adverse effect on our business and the market price of the ADSs. In addition, projections or estimates about our business and financial prospects involve significant risks and uncertainties. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements. Table of Contents The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Table of Contents USE OF PROCEEDS We estimate that we will receive net proceeds from this offering of approximately US$258.4 million, or approximately US$297.5 million if the underwriters exercise in full their option to purchase additional ADSs, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. These estimates are based upon an assumed initial public offering price of US$14.00 per ADS, the mid-point of the estimated range of the initial public offering price set forth on the front cover of this prospectus. A US$1.00 increase (decrease) in the assumed initial public offering price of US$14.00 per ADS would increase (decrease) the net proceeds to us from this offering by US$18.6 million, or by US$21.4 million if the underwriters exercise in full their option to purchase additional ADSs, assuming the number of ADSs offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us. The primary purposes of this offering are to increase our financial flexibility, create a public market for our Class A ordinary shares represented by the ADSs for the benefit of all shareholders, retain talented employees by providing them with equity incentives and obtain additional capital. We plan to use the net proceeds of this offering as follows: approximately 30% to enhance and upgrade our existing solutions and introduce new ones; approximately 30% to further invest in technologies, especially in video and artificial intelligence; approximately 30% to pursue selective strategic investments and acquisitions; and approximately 10% to fund our working capital and general corporate purposes. The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, and the rate of growth, if any, of our business, and our plans and business conditions. The foregoing represents our intentions as of the date of this prospectus based upon our current plans and business conditions to use and allocate the net proceeds of this offering. However, our management will have significant flexibility and discretion in applying the net proceeds of this offering. Unforeseen events or changed business conditions may result in application of the proceeds of this offering in a manner other than as described in this prospectus. To the extent that the net proceeds we receive from this offering are not immediately applied for the above purposes, we plan to invest the net proceeds in short-term, interest-bearing debt instruments or bank deposits. In utilizing the proceeds from this offering, as an offshore holding company, we are permitted under PRC laws and regulations to provide funding to our PRC subsidiary only through loans or capital contributions and to our affiliated entities only through loans, subject to applicable government registration and approvals. Subject to satisfaction of applicable government reporting, registration and approval requirements, we may extend inter-company loans to our PRC subsidiary or make additional capital contributions to our PRC subsidiary to fund its capital expenditures or working capital. For an increase of registered capital of our PRC subsidiary, we need to submit a report of such modification information to the Ministry of Commerce or its local counterparts through the Enterprise Registration System. If we provide funding to our PRC subsidiary through loans, the total amount of such loans may not exceed either (1) the difference between the entity's total investment as approved by the foreign investment authorities and its registered capital, or (2) such amount as calculated based on certain benchmarks, including capital or net assets and the cross-border financing leverage ratio. Such loans must be registered with local counterpart of SAFE within 15 days immediately following the execution of the loan agreement as required by the Table of Contents SAFE regulations. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. Any failure will delay or prevent us from applying the net proceeds from this offering to our PRC subsidiary and affiliated entities. See "Risk Factors Risks Related to Doing Business in China PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of this offering to make loans to or make additional capital contributions to our PRC subsidiary and affiliated entities, which could materially and adversely affect our liquidity and our ability to fund and expand our business". Table of Contents DIVIDEND POLICY We have not declared or paid any dividends. We do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future after this offering. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. Our board of directors has complete discretion in deciding the payment of any future dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profits or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. The declaration and payment of dividends will depend upon, among other things, our future operations and earnings, capital requirements and surplus, our financial condition, contractual restrictions, general business conditions and other factors as our board of directors may deem relevant. See "Description of Share Capital Our Post-offering Memorandum and Articles of Association Dividends". We are a holding company incorporated in the Cayman Islands. We may rely on dividends from our PRC subsidiary for our cash requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiary to pay dividends to us or of our affiliated entities to pay cash dividend payments to us. See "Risk Factors Risks Related to Our Corporate Structure We may rely on dividends paid by our PRC subsidiary to fund cash and financing requirements. Any limitation on the ability of our PRC subsidiary to pay dividends to us could have a material adverse effect on our ability to conduct our business and to pay dividends to holders of our ordinary shares, including those represented by the ADSs". If we pay any dividends, we will pay those dividends which are payable in respect of the Class A ordinary shares underlying the ADSs to the depositary, as the registered holder of such Class A ordinary shares, and the depositary then will pay such amounts to the ADS holders in proportion to the Class A ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See "Description of American Depositary Shares". Cash dividends on our Class A ordinary shares, if any, will be paid in U.S. dollars. Table of Contents CAPITALIZATION The following table sets forth our capitalization as of September 30, 2020 presented on: an actual basis; a pro forma basis to reflect (1) the vest of the 7,136,595 restricted pre-offering Class A ordinary shares and the related unrecognized share-based compensation expense of US$3,837,000 (equivalent to RMB26,830,000) as of September 30, 2020, to be recognized as general and administrative expenses at the time of the accelerated vesting upon this offering; (2) the re-designation of 25,649,839 pre-offering Class A ordinary shares beneficially owned by Mr. Changxun Sun, our founder, chairman of board of directors and chief executive officer, into Class B ordinary shares on a one-for-one basis immediately prior to the completion of this offering; and (3) the conversion and/or re-designation, as the case may be, of all of our remaining outstanding 72,240,569 ordinary shares and remaining outstanding 109,091,976 preferred shares into Class A ordinary shares on a one-for-one basis immediately prior to the completion of this offering; and a pro forma as adjusted basis to reflect (1) the vest of the 7,136,595 restricted shares and the related unrecognized share-based compensation expense of US$3,837,000 (equivalent to RMB26,830,000) as of September 30, 2020, to be recognized as general and administrative expenses at the time of the accelerated vesting upon this offering; (2) the re-designation of 25,649,839 pre-offering Class A ordinary shares beneficially owned by Mr. Changxun Sun, our founder, chairman of board of directors and chief executive officer, into Class B ordinary shares on a one-for-one basis immediately prior to the completion of this offering;(3) the conversion and/or re-designation, as the case may be, of all of our remaining outstanding 72,240,569 ordinary shares and remaining outstanding 109,091,976 preferred shares into Class A ordinary shares on a one-for-one basis immediately prior to the completion of this offering; (4) the conversion of the 31,581,509 series F preferred shares, which was issued in November 2020 with total proceeds in US$91,000,000 (equivalent to RMB598,662,000), into Class A ordinary shares on a one-for-one basis immediately prior to the completion of this offering; (5) the exercise of the series E warrants, with a carrying value in US$2,300,000 (equivalent to RMB15,663,000) as of September 30, 2020, into 6,426,844 series E preferred shares, with an exercise price of US$15.0 million (equivalent to RMB106,092,000), and then immediate conversion into Class A ordinary shares on a one-for-one basis immediately prior to the completion of this offering; (6) the exercise of the series F warrants into 11,799,685 series F preferred shares, with an exercise price of US$34,000,000 (equivalent to RMB230,846,000), and then immediate conversion into Class A ordinary shares on a one-for-one basis immediately prior to the completion of this offering; (7) the waiver of Mr. Changxun Sun's subscription receivable of US$3,420,000 (equivalent to RMB23,219,000) in November 2020; and (8) the issuance and sale by us of 40,000,000 Class A ordinary shares represented by the ADSs offered in this offering at an assumed initial public offering price of US$14.00 per ADS, the mid-point of the estimated range of the initial public offering price range set forth on the front cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, and assuming no exercise by the underwriters of their option to purchase additional ADSs and no other change to the number of ADSs sold by us as set forth on the front cover of this prospectus. You should read this table in conjunction with the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus. Table of Contents As of September 30, 2020 Actual* Pro forma Pro forma as adjusted (1) RMB US$(2) RMB US$(2) RMB US$(2) (in thousands, except for share data) Mezzanine equity Series A redeemable convertible preferred shares (US$0.0001 par value, 18,642,038 shares authorized, issued and outstanding, actual; no shares issued and outstanding, pro forma and pro forma as adjusted) 218,361 32,161 Series B redeemable convertible preferred shares (US$0.0001 par value, 19,617,225 shares authorized, issued and outstanding, actual; no shares issued and outstanding, pro forma and pro forma as adjusted) 248,487 36,598 Series C redeemable convertible preferred shares (US$0.0001 par value, 44,659,956 shares authorized, issued and outstanding, actual; no shares issued and outstanding, pro forma and pro forma as adjusted) 690,395 101,684 Series D redeemable convertible preferred shares (US$0.0001 par value, 12,462,157 shares authorized, issued and outstanding, actual; no shares issued and outstanding, pro forma and pro forma as adjusted) 222,356 32,749 Series E redeemable convertible preferred shares (US$0.0001 par value, 20,137,445 shares authorized, 13,710,600 shares issued and outstanding, actual; no shares issued and outstanding, pro forma and pro forma as adjusted) 252,101 37,130 Total mezzanine equity 1,631,700 240,322 Shareholders' deficit Pre-offering Class A ordinary shares (US$0.0001 par value; 213,004,397 shares authorized, 41,932,446 shares issued, 34,795,851 outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted) 29 4 Pre-offering Class B ordinary shares (US$0.0001 par value; 171,476,782 shares authorized, 55,957,962 issued, 55,957,962 outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted). 33 5 *Although the 5,436,595 restricted shares beneficially owned by Mr. Changxun Sun and the 1,700,000 restricted shares beneficially owned by Mr. Xiaoguang Li are legally issued and outstanding as disclosed elsewhere in this prospectus, they are not deemed to be outstanding on an actual basis from an accounting perspective. Although the 9,845,731 ordinary shares are legally issued and outstanding pursuant to the exercise of options under the 2016 Plan, they are not deemed to be outstanding on an actual, pro forma or pro forma as adjusted basis from an accounting perspective as they are subject to restrictions on transfer and repurchase by our company under certain circumstances. See "Management Share Incentive Plans". (1)The pro forma as adjusted information discussed above is illustrative only. Our additional paid-in capital, total shareholders' equity and total capitalization following the completion of this offering are subject to adjustment based on the actual initial public offering price and other terms of this offering determined at pricing. Table of Contents (2)The translations of Renminbi into U.S. dollars were made at RMB6.7896 to US$1.00. (3)Assuming the number of ADSs offered by us as set forth on the front cover of this prospectus remains the same, and after deduction of underwriting discounts and commissions and estimated offering expenses payable by us, a US$1.00 increase (decrease) in the assumed initial public offering price of US$14.00 per ADS, which is the mid-point of the estimated range of the initial public offering price set forth on the front cover of this prospectus, would increase (decrease) each of total shareholders' deficit, and total capitalization by US$18.6 million. The discussion and table above exclude the impact after September 30, 2020 as a result of (1) any future exercise of the outstanding options under the 2016 Plan to subscribe for an aggregate of 7,190,223 Class A ordinary shares, (2) any future exercise of the outstanding series C warrants to subscribe for an aggregate of 661,376 Class A ordinary shares, (3) the exercise of 11,300,970 vested options as of September 30, 2020 and 329,167 unvested options that subsequently became vested before January 25, 2021, into 11,630,137 ordinary shares on January 25, 2021, and (4) the 1,424,312 ordinary shares issuance in January 2021 for the acquisition of equity interest in a majority-owned subsidiary in Japan. See "Management Share Incentive Plans" and "Description of Share Capital History of Securities Issuance Warrants" for details. Table of Contents DILUTION If you invest in the ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares on an as-converted basis. Our net tangible book value as of September 30, 2020 was RMB61.2 million (US$9.0 million), or RMB0.67 (US$0.10) per ordinary share and US$0.20 per ADS. Net tangible book value represents the amount of our total consolidated tangible assets, which represent the amount of our total consolidated assets, excluding intangible assets, less total consolidated liabilities. Dilution is determined by subtracting net tangible book value per ordinary share on an as-converted basis, after giving effect to the additional proceeds we will receive from this offering, from the assumed initial public offering price of US$7.00 per Class A ordinary share, which is the mid-point of the estimated range of the initial public offering price set forth on the front cover of this prospectus adjusted to reflect the ADS-to-ordinary share ratio, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Because the Class A ordinary shares and Class B ordinary shares have the same dividend and other rights, except for voting and conversion rights, the dilution is presented based on all issued and outstanding ordinary shares, including Class A ordinary shares and Class B ordinary shares. Without taking into account any other changes in net tangible book value after September 30, 2020, other than to give effect to (1) the conversion or re-designation of all of our ordinary shares and preferred shares into Class A ordinary shares or Class B ordinary shares, as the case may be, on a one-to-one basis immediately prior to the completion of this offering, and (2) our sale of the ADSs offered in this offering at the assumed initial public offering price of US$14.00 per ADS, the mid-point of the estimated range of the initial public offering price set forth on the front cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us and assuming no exercise by the underwriters of their option to purchase additional ADSs, our pro forma net tangible book value as of September 30, 2020 would have been US$409.7 million, or US$1.37 per ordinary share, including the underlying ordinary shares represented by the outstanding ADSs, and US$2.75 per ADS. This represents an immediate increase in net tangible book value of US$0.78 per ordinary share and US$1.57 per ADS to the existing shareholders and an immediate dilution in net tangible book value of US$5.63 per ordinary Table of Contents share and US$11.25 per ADS to investors purchasing ADSs in this offering. The following table illustrates such dilution: Per ordinary share Per ADS Assumed initial public offering price US$ 7.00 US$ 14.00 Net tangible book value as of September 30, 2020 US$ 0.10 US$ 0.20 Pro forma net tangible book value after giving effect to (1) the conversion of our remaining outstanding preferred shares as of September 30, 2020; (2) the vest of our restricted shares as of September 30, 2020; and (3) the exercise of series E and series F warrants as well as the issuance of the series F preferred shares, and then conversion of our series E and series F preferred shares. US$ 0.59 US$ 1.18 Pro forma as adjusted net tangible book value after giving effect to (1) the conversion of our remaining outstanding preferred shares as of September 30, 2020; (2) the vest of our restricted shares as of September 30, 2020; (3) the exercise of series E and series F warrants as well as the issuance of the series F preferred shares, and then conversion of our series E and series F preferred shares; (4) the issuance of 1,424,312 ordinary share to purchase the non-controlling interest in a subsidiary in Japan in January 2021; (5) the waiver of Mr. Changxun Sun's subscription receivable in November 2020; and (6) this offering. US$ 1.37 US$ 2.75 Amount of dilution in net tangible book value to new investors in this offering US$ 5.63 US$ 11.25 A US$1.00 increase (decrease) in the assumed public offering price of US$14.00 per ADS would increase (decrease) our pro forma net tangible book value after giving effect to this offering by US$18.6 million, the pro forma net tangible book value per ordinary share and per ADS after giving effect to this offering by US$0.06 per ordinary share and US$0.12 per ADS and the dilution in pro forma net tangible book value per ordinary share and per ADS to new investors in this offering by US$0.44 per ordinary share and US$0.88 per ADS, assuming no change to the number of ADSs offered by us as set forth on the front cover of this prospectus and assuming no exercise by the underwriters of their option to purchase additional ADSs, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The following table summarizes, on a pro forma basis as of September 30, 2020, the differences between existing shareholders and the new investors with respect to the number of ordinary shares (including those represented by the ADSs) purchased from us, the total consideration paid and the average price per ordinary share and per ADS paid before deducting underwriting discounts and commissions and estimated offering expenses payable by us. The total Table of Contents number of ordinary shares does not include the underlying ordinary shares represented by the ADSs issuable upon the exercise by the underwriters of their option to purchase additional ADSs. Ordinary Shares Purchased Total Consideration Average Price Average Price Number Percent Amount Percent per Ordinary Share per ADS (US$ in thousands, except number of shares and percentages) Existing shareholders 258,214,734 86.6 % US$ 298,171 51.6 % US$ 1.15 US$ 2.31 New investors 40,000,000 13.4 % US$ 280,000 48.4 % US$ 7.00 US$ 14.00 Total 298,214,734 100.0 % US$ 578,171 100.0 % The pro forma information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of the ADSs and other terms of this offering determined at pricing. The discussion and tables do not take into consideration of (1) 7,190,223 Class A ordinary shares are issuable upon future exercise of outstanding share options under the 2016 Plan at a weighted average exercise price of US$0.3134 per share, (2) 661,376 Class A ordinary shares issuable upon future exercise of outstanding series C warrant at the exercise price of US$0.945 per share, subject to adjustment, (3) 1,424,312 ordinary shares issued in January 2021 for the acquisition of equity interest in a majority-owned subsidiary in Japan, (4) the exercise of 11,300,970 vested options as of September 30, 2020 and 329,167 unvested options that subsequently became vested before January 25, 2021, into 11,630,137 ordinary shares on January 25, 2021, and (5) 9,845,731 ordinary shares that are legally issued and outstanding pursuant to the exercise of options under the 2016 Plan, which are not deemed to be outstanding from an accounting perspective as they are subject to restrictions on transfer and repurchase by our company under certain circumstances. See "Management Share Incentive Plans" and "Description of Share Capital History of Securities Issuance Warrants" for details. To the extent that any of these options and warrants are exercised, there will be further dilution to new investors. Table of Contents ENFORCEABILITY OF CIVIL LIABILITIES We are incorporated under the laws of the Cayman Islands to take advantage of certain benefits associated with being a Cayman Islands exempted company: political and economic stability; an effective judicial system; a favorable tax system; the absence of foreign exchange control or currency restrictions; and the availability of professional and support services. However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to, the following: the Cayman Islands has a less developed body of securities laws than the United States and these securities laws provide significantly less protection to investors; and Cayman Islands companies may not have standing to sue before the federal courts of the United States. Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated. We conduct all of our operations outside the United States, and substantially all of our assets are located outside the United States. Substantially all of our officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult or impossible for a shareholder to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. We have appointed Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States. Cayman Islands We have been advised by Maples and Calder (Hong Kong) LLP, our counsel as to Cayman Islands law, that the Cayman Islands are not a party to any treaties for the reciprocal recognition and enforcement of judgments of U.S. courts in civil and commercial matters and that there is uncertainty as to whether the courts of the Cayman Islands would (1) recognize and enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provision of the federal securities laws of the United States or the securities laws of any state in the United States, or (2) entertain original actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States. We have also been advised by Maples and Calder (Hong Kong) LLP that, although there is no statutory recognition in the Cayman Islands of judgments obtained in the federal or state courts of the U.S., a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (1) is given by a foreign court of competent jurisdiction, Table of Contents (2) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (3) is final and conclusive, (4) is not in respect of taxes, a fine or a penalty, and (5) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the United States courts under the civil liability provisions of the securities laws if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. PRC CM Law Firm, our counsel as to PRC law, has advised us that there is uncertainty as to whether the courts of China would: recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. CM Law Firm has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the jurisdiction where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or in the Cayman Islands. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against us in the PRC for disputes relating to contracts or other property interests, the PRC court may accept a course of action based on the laws of the parties' express mutual agreement in contracts choosing PRC courts for dispute resolution if (1) the contract is signed and/or performed within China, (2) the subject of the action is located within China, (3) the company (as defendant) has seizable properties within China, (4) the company has a representative organization within China, or (5) other circumstances prescribed under the PRC law. The action may be initiated by a shareholder through filing a complaint with the PRC court. The PRC court will determine whether to accept the complaint in accordance with the PRC Civil Procedures Law. The shareholder may participate in the action by itself or entrust any other person or PRC legal counsel to participate on behalf of such shareholder. Foreign citizens and companies will have the same rights as PRC citizens and companies in an action unless the home jurisdiction of such foreign citizens or companies restricts the rights of PRC citizens and companies. In addition, it will be difficult for U.S. shareholders to originate actions against us in China in accordance with PRC laws because we are incorporated under the laws of the Cayman Islands and it will be difficult for U.S. shareholders, by virtue only of holding the ADSs or ordinary shares, to establish a connection to the PRC for a PRC court to have jurisdiction as required under the PRC Civil Procedures Law. (1)See "Principal Shareholders" for details of our shareholding structures immediately prior to and after this offering. Immediately upon completion of this offering, we anticipate that 60.61% of our issued and outstanding shares will be held by our affiliates and 39.39% will be held by non-affiliates. (2)Ronglian Yitong is owned as to 71.01% by Mr. Changxun Sun, our founder, chairman of board of directors and chief executive officer, 26.46% by Mr. Jianhong Zhou, our director, 1.55% by Beijing Hongshan Shengde Equity Investment Center (Limited Partnership), and 0.98% by Lhasa Heye Investment Management Co., Ltd. Table of Contents (3)Includes 34 wholly-owned subsidiaries and four non-wholly owned subsidiaries of our VIE, all of which are individually immaterial. Contractual Arrangements Current PRC laws and regulations impose restrictions on foreign ownership and investment in companies that engage in value-added telecommunications services. We are an exempted company incorporated in the Cayman Islands. Anxun Guantong, or WFOE, is our wholly-owned PRC subsidiary and a foreign-invested enterprise under PRC laws. We conduct our business in China through Ronglian Yitong, or the VIE, and its subsidiaries, or collectively our affiliated entities, in China, based on a series of contractual arrangements by and among WFOE, the VIE and its shareholders. Our contractual arrangements allow us to (1) exercise effective control over our affiliated entities, (2) receive substantially all of the economic benefits of our VIE and its subsidiaries, and (3) have an exclusive option to purchase all or part of the equity interests in our VIE when and to the extent permitted by PRC law. As a result of our direct ownership in WFOE and the contractual arrangements with our VIE, we have control over and are the primary beneficiary of our affiliated entities, and, therefore, have consolidated the financial results of our VIE and its subsidiaries in our consolidated financial statements in accordance with U.S. GAAP. The following is a summary of the currently effective contractual arrangements by and among WFOE, our VIE and its shareholders. Agreements that provide us with effective control over our VIE Powers of Attorney. Pursuant to each of the powers of attorney dated March 28, 2019, August 28, 2019 or November 3, 2020 executed and issued by the respective shareholders of our VIE, each of them irrevocably appointed and authorized WFOE or its designee(s) to act on their respective behalf as exclusive agent and attorney, to the extent permitted by PRC law, with respect to all matters concerning all equity interests held by each of these shareholders in our VIE, including but not limited to the power to (1) attend shareholders' meetings, (2) exercise all shareholders' rights and shareholders' voting rights that it is entitled under relevant PRC laws and regulations and the articles of association of our VIE, including but not limited to the right to sell, transfer, pledge or dispose of all the equity interests held in part or in whole, (3) sign minutes and resolutions and filing documents with the companies registry, and (4) designate and appoint on their respective behalf the legal representative, directors, supervisors, chief executive officer and other senior management members of our VIE. Each power of attorney agreement is irrevocable and continuously effective from the execution date. Share Pledge Agreements. Under each of the share pledge agreements dated March 28, 2019 or November 3, 2020 entered into by and among WFOE, our VIE and each of its shareholders, each of our VIE's shareholders will pledge all of its equity interests in our VIE to WFOE as security for performance of the respective obligations of our VIE and each of its shareholders hereunder and under the exclusive option agreements, the powers of attorney and the exclusive business cooperation agreement, and for payment of all the losses and losses of anticipated profits suffered by WFOE as a result our VIE or its shareholders' defaults. If any of our VIE or its shareholders breach their contractual obligations, WFOE, as the pledgee, may, upon issuing written notice, exercise certain remedy measures, including but not limited to being paid in priority with all pledged equity interests based on monetary evaluation or from the proceeds from auction or sale. Without WFOE's prior written consent, the shareholders of our VIE shall not transfer the pledged equity interests or place or permit the existence of any security interests or other Table of Contents encumbrances over the pledged equity interest. WFOE may assign all or any of its rights and obligations under any of the share pledge agreements to its designee(s) at any time. The pledge will become effective on the date the pledged equity interests are registered with the relevant local branch of State Administration for Market Regulation, and will remain in effect until the fulfillment of all the obligations hereunder and under the exclusive option agreements, the powers of attorney and the exclusive business cooperation agreement and the full payment of all the losses and losses of anticipated profits suffered by the WFOE as a result our VIE or its shareholders' default. Except that the pledge of approximately 1.55% of the equity interests of VIE held by one of our shareholders has not completed registration with the relevant local branch of State Administration for Market Regulation, we completed the registration of the rest of the pledged equity interests (approximately 98.45% of the equity interests of VIE) with the relevant local branch of State Administration for Market Regulation in 2019. Spousal Consent. Pursuant to the spousal consent dated August 28, 2019 executed and provided by the spouse of the largest shareholder of our VIE, the signing spouse (1) unconditionally and irrevocably agreed to the execution of the share pledge agreements, the exclusive option agreement and the powers of attorney and to the disposal of the individual shareholder' equity interests in our VIE in accordance with these agreements, and (2) confirmed that the individual shareholder of our VIE can perform and further amend or terminate these agreements absent her authorization or consent and that his equity interests do not constitute her communal property or inheritable property, and (3) undertook to not to make any assertions in connection with the individual shareholder' equity interests in our VIE. The spouse further undertook to execute all necessary documents and take all necessary actions to ensure the appropriate performance of the agreements described herein and agreed to be subject to the obligations under the contractual arrangements in the event any equity interests in our VIE will be held by her. Agreements that allow us to receive economic benefits from our VIE Exclusive Business Cooperation Agreement. Pursuant to the exclusive business cooperation agreement dated November 3, 2020 entered into by and between WFOE and our VIE, WFOE has the exclusive right, during the term of the exclusive business cooperation agreement, to provide or designate its affiliates to provide complete business support and technical and consulting services to our VIE, which may include all or part of the services within the business scope of our VIE as may be determined from time to time by WFOE. In exchange, our VIE shall pay WFOE on a monthly basis service fees equal to 100% of its net income, which may be adjusted by WFOE in its sole discretion. WFOE shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this agreement. This agreement shall remain effective for ten years from the execution date and may be extended by WFOE at its sole discretion if confirmed in writing. Agreements that grant us the option to purchase equity interests in and assets of our VIE Exclusive Option Agreements. Under each of the exclusive option agreements dated March 28, 2019, August 28, 2019 or November 3, 2020 entered into by and between WFOE, our VIE and its shareholders, each of the shareholders of our VIE irrevocably granted WFOE or its designee(s) an exclusive right to purchase all of their equity interests in our VIE at any time in part or in whole at the sole and absolute discretion of WFOE to the extent permitted by PRC law and at a purchase price of RMB10. In addition, our VIE irrevocably granted WFOE or its designee(s) an exclusive right to purchase all of its assets at any time in part or in whole at the sole and absolute discretion of WFOE to the extent permitted by PRC law after satisfaction of required procedures and at a purchase price of RMB10. Without the prior written consent of WFOE, the shareholders and/or our VIE shall not, among others (1) sell, transfer, mortgage, or dispose of in any other manner any Table of Contents legal or beneficial interests in the equity interests of such shareholders in our VIE, or allow any encumbrances thereon, except for the interest placed in accordance with the share pledge agreements and power of attorney, (2) amend our VIE's articles of association, (3) sell, transfer, mortgage, or dispose of in any other manner any material assets of our VIE or any legal or beneficial interests in the material business or revenues of our VIE of more than RMB500,000, or allow any encumbrances thereon of any security interests, (4) allow our VIE to incur, inherit, guarantee or permit any debts, except for those payables incurred in the ordinary or usual course of business but not incurred by way of borrowing, (5) cause our VIE to enter into any major contracts or terminate any material contracts with a value of more than RMB500,000 to which our VIE is a party, except for those in the ordinary course of business, (6) allow our VIE to provide loan or credit to any person, (7) merger, consolidate with, acquire or invest in any person, (8) declare or distribute dividends, or (9) dissolute or liquate or terminate our VIE. The shareholders of our VIE and our VIE also agree to, among other, appoint the directors and supervisors designed by WFOE as its directors or supervisors. If the shareholders of our VIE shall receive any profits, interest, dividends or proceeds of liquidation from our VIE or if such shareholders shall receive any monies in connection with a transfer of their equity interests in our VIE, they shall promptly donate to WFOE or its designee(s) to the extent permitted under the applicable PRC law. This agreement shall become effective on the execution date and remain in effect until all equity interests in our VIE have been transferred or assigned to WFOE or its designee(s). In the opinion of CM Law Firm, our PRC counsel: (1)the ownership structures of our VIE and WFOE, both currently and immediately after giving effect to this offering, are not and will not in any violation of applicable PRC laws and regulations currently in effect; and (2)the contractual arrangements between WFOE, our VIE and its shareholders governed by PRC laws and regulations are currently valid, binding and enforceable, and will not result in any violation of applicable PRC laws and regulations currently in effect, except that the pledge of approximately 1.55% of the equity interests of VIE is subject to the registration in compliance with the PRC Property Rights Law. However, we have been further advised by our PRC counsel that there are substantial uncertainties regarding the interpretation and application of current PRC laws and regulations. Thus, the PRC government may ultimately take a view contrary to or otherwise different from the opinion of our PRC counsel. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. If we or our VIE is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. See "Risk Factors Risks Related to Our Corporate Structure The PRC government may find that the contractual arrangements that establish our corporate structure for operating our business do not comply with applicable PRC laws and regulations". Table of Contents SELECTED CONSOLIDATED FINANCIAL DATA The following selected consolidated statements of comprehensive loss data for the years ended December 31, 2018 and 2019, selected consolidated balance sheets data as of December 31, 2018 and 2019, and selected consolidated statements of cash flows data for the years ended December 31, 2018 and 2019 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The following selected consolidated statements of comprehensive loss data for the nine months ended September 30, 2020, selected consolidated balance sheet data as of September 30, 2020 and selected consolidated statements of cash flows data for the nine months ended September 30, 2020 have been derived from our audited interim consolidated financial statements included elsewhere in this prospectus. The following selected consolidated statements of comprehensive loss data for the nine months ended September 30, 2019 and selected consolidated statements of cash flows data for the nine months ended September 30, 2019 have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. You should read the following information in conjunction with those financial statements and accompanying notes included elsewhere in this prospectus and "Management's Discussion and Analysis of Financial Condition and Results of Operations". Our audited consolidated financial statements have been prepared in accordance with U.S. GAAP. We have prepared our unaudited condensed consolidated financial statements on the same basis as our audited consolidated financial statements. Historical results for any prior period are not necessarily indicative of results to be expected for any future period. (1)Pro forma loss per share available to ordinary shareholders is calculated assuming (i) pro forma impact of the share based compensation expenses, as well as the pro forma impact on the weighted average ordinary shares in the year ended December 31, 2019 and the nine months ended September 30, 2020, as a result of the 9,854,893 restricted shares (including 1,700,000 restricted shares owned by a non-employee Mr. Xiaoguang Li and 8,154,893 restricted shares owned by Mr. Changxun Sun) had been vested since January 1, 2019; (ii) pro forma impact of RMB21,525,669 share based compensation expenses in connection with the issuance of 1,424,312 ordinary share to purchase the non-controlling interest in a subsidiary in Japan in January 2021; (iii) 109,091,976 series A-E preferred shares outstanding as of September 30, 2020 had been converted into the equivalent number of ordinary shares at the beginning of the year/period; (iv) 31,581,509 series F preferred shares, as issued in November 2020, had been converted into the equivalent number of ordinary shares at the beginning of the year/period; (v) 6,426,844 series E preferred shares, as a result of the exercise of the series E warrants in November 2020, had been converted into the equivalent number of ordinary shares at the beginning of the year/period; and (vi) 11,799,685 series F preferred shares, as a result of the exercise of the series F warrants in January 2021, had been converted into the equivalent number of ordinary shares at the beginning of the year/period; and (vii) pro forma impact of RMB23,218,856 related to (a)The unrecognized share based compensation expenses, in connection with the 8,154,893 restricted shares owned by Mr. Changxun Sun, amounted to RMB58,444,286 as at December 31, 2019. Such unrecognized share based compensation expenses were fully recognized on a pro forma basis in the year ended December 31, 2019 based on the assumption that the 8,154,893 restricted shares had been vested on a pro forma basis since January 1, 2019; (b)Share based compensation expenses in RMB32,404,591, in connection with the 8,154,893 restricted shares owned by Mr. Changxun Sun, were recognized in the statements of comprehensive loss in the nine months ended September 30, 2020. Such share based compensation expenses were excluded from the expense recognized on a pro forma basis in the nine months ended September 30, 2020 based on the assumption that the 8,154,893 restricted shares had been vested on a pro forma basis since January 1, 2019. Table of Contents (c)Pro forma impact on the weighted average number of the ordinary shares were calculated as follows: For the year ended December 31, 2019 For the nine months ended September 30, 2020 Total restricted shares 9,854,893 9,854,893 Minus: Weighted average number of ordinary shares of the 8,154,893 shares owned by Mr. Changxun Sun which became restricted from August 28, 2019 (5,339,779 ) Weighted average number of ordinary shares of the 8,154,893 restricted shares owned by Mr. Changxun Sun, of which 2,718,298 shares vested from August 28, 2020 (327,386 ) Pro forma effect on the weighted average number of ordinary shares in connection with the vest of restricted shares 4,515,114 9,527,507 (2)See "Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measure". Selected Consolidated Balance Sheets Data As of December 31, 2018 2019 As of September 30, 2020 RMB RMB US$ RMB US$ (in thousands) Cash 84,879 164,118 24,172 60,366 8,891 Restricted cash 2,045 195 29 695 102 Term deposits 69,762 10,275 Short-term investments 2,994 2,501 368 Accounts receivables, net 150,328 219,131 32,275 231,804 34,141 Contract assets 18,037 25,250 3,719 30,327 4,467 Amounts due from related parties 2,820 2,510 370 5,670 835 Prepayments and other current assets 86,670 117,711 17,337 111,330 16,397 Total current assets 347,773 601,178 88,544 440,192 64,833 Total non-current assets 58,650 66,254 9,758 86,993 12,813 Total assets 406,423 667,432 98,302 527,185 77,645 Total liabilities 271,153 475,389 70,017 463,565 68,276 Total mezzanine equity 1,077,924 1,444,141 212,699 1,631,699 240,322 Total shareholders' deficit attributable to Cloopen Group Holding Limited (936,248 ) (1,236,284 ) (182,085 ) (1,570,756 ) (231,347 ) Non-controlling interests (6,406 ) (15,814 ) (2,329 ) 2,677 394 Total liabilities, mezzanine equity and shareholders' deficit 406,423 667,432 98,302 527,185 77,645 Table of Contents Selected Consolidated Statements of Cash Flows Data Year Ended December 31, Nine Months Ended September 30, 2018 2019 2019 2020 RMB RMB US$ RMB RMB US$ (in thousands) Net cash used in operating activities (160,618 ) (166,385 ) (24,506 ) (87,574 ) (168,187 ) (24,771 ) Net cash provided by / (used in) investing activities 2,048 (84,502 ) (12,446 ) (9,692 ) 62,106 9,147 Net cash provided by financing activities 165,411 325,409 47,928 218,514 3,081 454 Effect of foreign currency exchange rate changes on cash 7,821 2,867 422 (168 ) (252 ) (37 ) Net increase / (decrease) in cash 14,662 77,389 11,398 121,080 (103,252 ) (15,207 ) Cash and restricted cash at the beginning of the period 72,261 86,924 12,802 86,924 164,313 24,201 Cash and restricted cash at the end of the period 86,924 164,313 24,201 208,004 61,061 8,993 (2)Ranking excludes ICT vendors whose business primarily focuses on infrastructure, equipment and devices in relation to information and communications technologies. See "Industry Overview" for more detail. Table of Contents cloud-based communications industry, as well as the following industry- and company-specific factors. Capturing market opportunity Our ability to capture market opportunity is critical to our growth prospects. Compared to more developed regions such as the North America and Western Europe, enterprises in China are still in the early stages of adopting cloud-based technologies, which presents significant growth opportunity. The maturity level of China's network and related infrastructure for cloud computing also provides a solid foundation for rapid adoption of cloud technologies in China. In addition, China's communications industry is highly fragmented, consisting primarily of many local players, according to the CIC report. The software-based nature and scalability of cloud-based communications solutions are well-suited to allow easy deployment across different geographical locations and industries. We focus on applying cloud-based technologies to enterprise communications, leveraging our established partnerships with multiple regional mobile network operators. Equipped with such established business relationships as well as our solutions and proprietary technologies in AI and video communications, we believe we are well-positioned to capture the significant market opportunity to consolidate China's cloud-based communications industry. Meanwhile, in order to achieve a larger market share, we will need to devote more managerial attention and financial and other resources to address the potential challenges faced by a rapidly growing business in an evolving industry. Improving customer acquisition, retention and lifetime value Our results of operations are highly dependent on the total number and the lifetime value of our customers. We have cultivated a large and diverse customer base of enterprises of all sizes and various industries, including internet, telecommunications, financial services, education, industrial manufacturing and energy. As of December 31, 2018 and 2019 and September 30, 2020, we had an active customer base of over 10,200, 11,500 and 12,000 enterprises, respectively, among which 125, 152 and 173 were large-enterprise customers, respectively. To retain and grow our customer base, we need to predict future market acceptance and customer demand and continue to invest in sales and marketing to penetrate into more industry verticals and second- and lower-tier cities and further promote our brand image and recognition in China's cloud-based communications industry. We also plan to expand our cross-selling and up-selling efforts to existing customers. Introducing new features and solutions To capitalize on the opportunities from the fast-evolving communications needs of China's enterprises of all sizes, we believe it is critical to continuously develop and introduce new features and solutions that optimize communication efficiency and efficacy and enhance operational productivity. We believe our capabilities of developing and offering a comprehensive portfolio of industry-specific solutions that satisfy disparate needs and complex internal integration and deployment requirements contribute to the success of our business operations. We must continue to invest in research and development with a focus on AI and video technologies and incorporate these technologies to develop more innovative features and solutions. We will also need to enhance the interaction of product development and sales activities and actively seek and analyze customer feedback in order to design new features and solutions catering to customer demands. Optimizing product offering mix Our ability to manage our product offering mix affects our results of operations, especially our overall profit margin. For example, our cloud-based CC and cloud-based UC&C solutions typically Table of Contents carry higher gross profit margins, as these solutions are more technologically advanced and, therefore, give us greater pricing power. To improve our overall profit margin and achieve higher financial scalability, we will need to continue to shift our focus toward offering solutions with higher profit margins. We also plan to selectively promote solutions that we offer on a recurring basis to lower customer acquisition costs, which we expect would favorably contribute to our profit margins. In addition, we need to serve more customers in targeted industries to lower the incremental industry customization costs and to achieve greater economies of scale and higher profit margins from the industries we more broadly serve. Controlling costs and expenses One of the largest costs we incur during our business operations, particularly for our CPaaS solutions and cloud-based CC solutions that we offer on a recurring basis, is service fees paid for telecommunications resources. In 2018, 2019 and the nine months ended September 30, 2019 and 2020, costs paid for telecommunications resources represented 73.7%, 76.4%, 74.1% and 73.1% of our total cost of revenues, respectively. Mobile network operators in China typically adjust the unit prices for resources, such as text messages and voice calls, once every several years based on government recommendations. A sudden adjustment by major mobile network operators would likely negatively affect our results of operations in current contract periods because we may not be able to pass on the impact to our customers as a result of fixed unit resource price throughout the current contract periods. On the other hand, we are generally able to pass on the impact from such unit price adjustment to customers relatively quickly due to our relatively short contract periods, which enable us to adjust our resource usage fees from time to time. Additionally, we may also benefit from the increase in the unit resource price in the long term because such price increase could eliminate weaker market players and strengthen our market leadership position. In addition, staff costs and expenses incurred to attract and retain a team of talented staff is a major component of our overall costs and expenses. While we strive to optimize our compensation and incentive structure, we remain mindful that investment in human resources plays a significant role in maintaining our competitive position. As a significant portion of our overall costs and expenses, our ability to control our staff costs and expenses without compromising our competitiveness is critical to our results of operations. Managing development cycle Our ability to manage the overall development cycle of our project-based solutions affects our revenues and profit margin in specific periods. We generally incur a significant amount of upfront investment and costs in developing new solutions and serving customers in new industries to meet their complex communications needs, implementation requirements and industry-specific customizations. We have also historically undertaken smaller projects with lower profit margins to enter into the markets for project-based solutions, such as for our cloud-based UC&C solutions. These initial development costs and investments may increase our costs and expenses and decrease our overall profit margins in certain periods. We are generally able to replicate our initial solution development and achieve economies of scale quickly after we deliver our industry-specific projects to more customers within the same industry or build upon our existing projects to develop similar solutions for more customers from other industries. As we continue to standardize our industry-specific solutions for more customers in diverse industries, we expect to manage the upfront investment at reasonable level and optimize our development cycle. Strategic investment and acquisitions We have made, and intend to continue to make, strategic acquisitions to solidify our current market presence and expand into new industries. For example, in November 2020, we entered into Table of Contents a non-binding term sheet to acquire a company that develops certain cloud-based CC solutions. We intend to selectively pursue strategic alliances and investments to further strengthen our competitiveness. We expect to evaluate and execute alliance, investment and acquisition opportunities that complement and scale up our business, optimize our profitability, help us expand into adjacent industries and add new capabilities to our cloud-based solutions. Our strategic alliances, investments and acquisitions would likely impact our business, results of operations and financial condition. Seasonality Our business is subject to seasonal fluctuations. We believe that our quarterly sales are affected by industry buying patterns. Our customers, especially large enterprises, tend to enter into contracts with us in the second half of each year in accordance with their budget cycles. As such, we generally record higher revenues during such periods. In addition, we typically generate lower revenues in the first quarter during or around Chinese New Year holiday. Changes in seasonal trends may cause fluctuations in our results of operations and financial condition. Key Operating Metrics As of / For the 12 Months Ended December 31, 2018 December 31, 2019 September 30, 2020 Number of active customers 10,245 11,537 12,048 Number of large-enterprise customers 125 152 173 Percentage of revenue contribution by large-enterprise customers 70.7 % 73.3 % 75.7 % For the Nine For the Year Ended Months Ended December 31, 2018 December 31, 2019 September 30, 2020 Dollar-based net customer retention rate 135.7 % 102.7 % 94.7 % Our dollar-based net customer retention rate decreased from 135.7% in 2018 to 102.7% in 2019, primarily because (1) relevant PRC authorities took stringent government measures in 2019 to regulate the operation of P2P online lending platforms, and we, after assessing potential risks, chose to voluntarily terminate certain transactions with existing customers in the online consumer finance industry to ensure compliance with relevant laws and regulations, which led to a decrease in our existing customer base and our revenues primarily related to cloud-based CC solutions that we offer on a recurring basis, which decreased by 24.8% as compared to 2018, in 2019; and (2) relevant regulatory authorities promulgated enhanced regulations on application-to-person voice calls in China out of concerns of consumer harassment, which reduced enterprise customers' usages of voice calls in general and adversely affected our related operations. See "Risk Factors Risks Related to Our Business and Industry Certain of our customers, such as internet finance companies, may be subject to more stringent laws and regulations, which could adversely affect their operations and therefore their IT spending levels, and in turn could cause our customer base to shrink" and "Regulation Regulations Relating to Cyber Security and Privacy Protection Unauthorized calls and text messages". Our dollar-based net customer retention rate further decreased to 94.7% in the nine months ended September 30, 2020, primarily due to a decrease in the number of enterprise customers of smaller sizes that are less equipped to withstand the impact of COVID-19. Table of Contents We expect that, as the applicable regulatory framework becomes more established and China's economy recovers from the COVID-19 pandemic, and as we continuously optimize our existing solutions and develop new features and solutions, our dollar-based net customer retention rate will remain stable at a relatively high level. Impact of COVID-19 Outbreak Since the outbreak of COVID-19 throughout China and other countries and regions, a series of precautionary and control measures have been implemented worldwide to contain the virus. The outbreak of COVID-19 has had certain negative impact on the overall economy of the regions where we deliver our solutions. COVID-19 spread rapidly throughout China in the first quarter of 2020, which traditionally is also the off season of our business due to the Chinese New Year holiday. We experienced customer loss in the nine months ended September 30, 2020, primarily due to a decrease in the number of enterprise customers of smaller sizes that are less equipped to withstand the impact of COVID-19. Nevertheless, our revenues increased by 19.4% from RMB426.3 million in the nine months ended September 30, 2019 to RMB509.0 million (US$75.0 million) in the nine months ended September 30, 2020, primarily due to the increase in revenue generated from the sales of our CPaaS and cloud-based CC solutions as a result of our continued market penetration and expansion, partially offset by the delay in revenue recognition of cloud-based UC&C solutions, which were offered on a project basis, from certain large enterprises as a result of delayed service delivery caused by the COVID-19 outbreak. We have also experienced extended payment cycles and delayed collection of accounts receivables as a result of the COVID-19 outbreak, but have not otherwise experienced material adverse impact to our liquidity or cash flows. Except for the impact discussed above, we do not anticipate any prolonged material adverse impact on our business, results of operations and financial condition from the COVID-19 outbreak, as the Chinese government has gradually lifted the travel restrictions and other quarantine measures in China and economic activities have begun to recover and return to normal nationwide since the third quarter of 2020. We are nonetheless closely monitoring the development of the COVID-19 outbreak and continuously evaluating any potential impact on our business, results of operations and financial condition. See "Risk Factors Risks Related to Our Business and Industry Any catastrophe, including outbreaks of health pandemics and other extraordinary events, could have a negative impact on our business operations". Key Components of Results of Operations Revenues We generate revenue primarily from the sales of our CPaaS, cloud-based CC and cloud-based UC&C solutions. In 2018, 2019 and the nine months ended September 30, 2019 and 2020, our revenues were RMB501.5 million, RMB650.3 million (US$95.8 million), RMB426.3 million and RMB509.0 million (US$75.0 million), respectively. The following table sets forth the breakdown of (1)Includes cloud-based CC solutions deployed primarily on public cloud, for which we charge a combination of seat subscription fees and related resource usage fees. Our revenues from CPaaS solutions primarily include usage-based fees for sending text messages and making voice calls. We generally charge our customers on a recurring basis, based on the monthly number of text messages and call minutes facilitated through our CPaaS solutions. We also assist and support mobile network operators in establishing and operating communications service platforms, and recognize revenues pursuant to the revenue sharing arrangements. In addition, we recognize revenues from IoT related services on a net basis. Our revenues from cloud-based CC solutions primarily consist of seat subscription fees and related resource usage fees, and to a lesser extent, software license fees and related service fees. We charge customers using our cloud-based CC solutions deployed on public cloud a combination of seat subscription fees and related resource usage fees that are determined according to the capacity and number of functional modules embedded as well as the number of texts and call minutes facilitated through our solutions. In 2018, 2019 and the nine months ended September 30, 2019 and 2020, solutions that we offer on a recurring basis generated 83.1%, 82.1%, 85.3% and 78.2% of our revenues from cloud-based CC solutions, respectively. We generally charge customers using our solutions deployed on private cloud software license fees and related customized service fees that are negotiated on a project basis and recognize revenues in accordance with the agreed-upon project milestones. The delivery cycle of our project-based cloud-based CC solutions typically ranges from three to 12 months. Our revenues from cloud-based UC&C solutions primarily consist of software license fees and related services fees from individual projects, and to a lesser extent, service fees relating to maintenance and upgrade services. We negotiate these fees with customers on a project basis and charge them in accordance with the agreed-upon project milestones. The delivery cycle of our project-based cloud-based UC&C solutions typically ranges from three to 12 months. In the second half of 2020, we began to offer certain cloud-based UC&C solutions on a subscription basis and charge customers monthly or annual subscription fees based on the capacity and number of Table of Contents functional modules embedded. Additionally, we also generate revenues from software development and other technical support service fees charged on a project basis. Our revenues from other services primarily consist of revenues generated from mobile network operator services and cloud-based value-added services. We believe that we have strong customer acquisition capability while maintaining a steady revenue stream from repeat customers. In relation to solutions that we offer on a recurring basis, we maintained above 90% dollar-based net retention rate and generated approximately 30% of our net revenues from new customers for each of 2018, 2019 and the nine months ended September 30, 2020. Cost of revenues Our cost of revenues primarily consists of (1) costs paid for telecommunications resources, (2) outsourcing costs, (3) infrastructure and equipment costs, and (4) staff costs related to solution delivery. In 2018, 2019 and the nine months ended September 30, 2019 and 2020, our cost of revenues was RMB313.0 million, RMB382.9 million (US$56.4 million), RMB250.2 million and RMB302.7 million (US$44.6 million), respectively. The following table sets forth the breakdown of our cost of revenues by nature both in absolute amount and as a percentage of total cost of revenues in the years/periods indicated. Year Ended December 31, Nine Months Ended September 30, 2018 2019 2019 2020 RMB % RMB US$ % RMB % RMB US$ % (in thousands, except for percentages) Costs of telecommunications resources 230,647 73.7 292,504 43,081 76.4 185,313 74.1 221,214 32,581 73.1 Outsourcing costs 37,728 12.1 43,762 6,445 11.4 30,655 12.3 37,496 5,523 12.4 Infrastructure and equipment costs 19,350 6.2 25,532 3,760 6.7 15,835 6.3 20,607 3,035 6.8 Staff costs 22,475 7.2 18,589 2,738 4.9 15,356 6.1 20,634 3,039 6.8 Others 2,791 0.8 2,481 366 0.6 3,081 1.2 2,723 401 0.9 Total cost of revenues 312,991 100.0 382,868 56,390 100.0 250,240 100.0 302,674 44,579 100.0 Costs of telecommunications resources represent fees we pay to mobile network operators based on the number of texts and minutes of voice calls we subscribed for. We typically enter into annual contracts with mobile network operators which set forth the unit price for each text message and every minute of voice call. In 2018, 2019 and the nine months ended September 30, 2019 and 2020, costs of telecommunications resources represented the largest portion of our cost of revenues, representing 73.7%, 76.4%, 74.1% and 73.1% of our total cost of revenues in the same periods, respectively. We also outsource certain parts of the solution delivery to third parties and incur outsourcing costs. Infrastructure and equipment costs relate to our use of servers and our purchase of hardware and equipment to support our solutions. Staff costs represent compensation paid to employees who primarily deliver solution customization and perform other services to customers. Others primarily consists of rental costs related to our leases. (1)The gross profit margin for cloud-based CC solutions that we offer on a recurring basis was 47.3%, 54.9%, 56.3%, and 57.8% in 2018, 2019 and the nine months ended September 30, 2019 and 2020, respectively. The gross profit margin of our CPaaS solutions and cloud-based CC solutions that we offer on a recurring basis is primarily affected by the costs of telecommunications resources we paid to mobile network operators, which represented substantially all the costs for these solutions in 2018, 2019 and the nine months ended September 30, 2019 and 2020. See " Factors Affecting our Results of Operations Controlling costs and expenses" for details of the impacts. Table of Contents The gross profit margin of our cloud-based CC solutions on a project basis and cloud-based UC&C solutions is affected primarily by the amount of upfront investment and the maturity and complexity of a specific project. See " Factors Affecting our Results of Operations Managing development cycle" for details of the impacts. The overall profit margins of our cloud-based UC&C solutions in 2018 were relatively lower as a result of certain initial-stage, smaller projects we undertook to enter into the relevant markets for project-based solutions. Operating expenses The following table sets forth our operating expenses, both in absolute amount and as a percentage of our total operating expenses, for the periods indicated. Year Ended December 31, Nine Months Ended September 30, 2018 2019 2019 2020 RMB % RMB US$ % RMB % RMB US$ % (in thousands, except for percentages) Research and development expenses 125,990 34.7 161,852 23,838 36.5 112,177 36.8 120,473 17,744 29.4 Selling and marketing expenses 144,522 39.8 173,083 25,492 39.1 126,120 41.4 150,619 22,184 36.7 General and administrative expenses 92,366 25.5 108,315 15,953 24.4 66,197 21.8 138,823 20,446 33.9 Total 362,878 100.0 443,250 65,284 100.0 304,494 100.0 409,915 60,374 100.0 Research and development expenses Our research and development expenses were RMB126.0 million, RMB161.9 million (US$23.8 million), RMB112.2 million and RMB120.5 million (US$17.7 million) in 2018, 2019 and the nine months ended September 30, 2019 and 2020, respectively, primarily representing compensation paid to our research and development staff. Selling and marketing expenses Our selling and marketing expenses were RMB144.5 million, RMB173.1 million (US$25.5 million), RMB126.1 million and RMB150.6 million (US$22.2 million) in 2018 and 2019 and the nine months ended September 30, 2019 and 2020, respectively, primarily representing (1) compensation and incentives paid to our sales and marketing staff, (2) our spending on online advertisement and other online promotional events to reach more customers, and (3) participation and organization of offline events to boost our brand image. For example, in 2019, we organized two themed forums targeting existing and prospective customers and business partners to initiate and reinforce business collaborations. General and administrative expenses Our general and administrative expenses were RMB92.4 million, RMB108.3 million (US$16.0 million), RMB66.2 million and RMB138.8 million (US$20.4 million) in 2018, 2019 and the nine months ended September 30, 2019 and 2020, respectively, primarily representing (1) compensation paid to our administrative staff and management team, including share-based compensation expenses, (2) professional services fees, rentals and certain administrative expenses, and (3) provision for doubtful accounts. Table of Contents Taxation Cayman Islands We are incorporated in the Cayman Islands. The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution, brought within the jurisdiction of the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on dividend payments. Hong Kong Under the current Hong Kong Inland Revenue Ordinance, our Hong Kong subsidiary is subject to Hong Kong Special Administrative Region profits tax at the rate of 16.5% on its taxable income generated from the operations in Hong Kong. Payments of dividends by the Hong Kong subsidiary to the Company is not subject to withholding tax in Hong Kong. A two-tiered profits tax rates regime was introduced in 2018 where the first HK$2.0 million of assessable profits earned by a company will be taxed at half of the current tax rate at 8.25%, whilst the remaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company in the group to benefit from the progressive rates. No provision for Hong Kong profits tax has been made in the financial statements as the subsidiary in Hong Kong has no assessable profits for the years ended December 31, 2018 and 2019. Japan Our Japan subsidiary, Cloopen Japan Co., Ltd., is subject to Japanese corporation tax (including national corporation tax, local enterprise tax and other income-based taxes) on its worldwide income. The statutory effective tax rate is approximately 30% or 34%, depending on the size of the company. Dividends paid by a Japanese company are generally subject to Japanese withholding tax. If the Japanese company paying dividends is a non-listed company and the payee is a non-resident of Japan, the rate of such withholding tax is 20.42%, or 10% under Japan-China tax treaty. PRC Our PRC subsidiary and affiliated entities are subject to the EIT Law and are taxed at the statutory income tax rate of 25%, unless otherwise specified. Our PRC subsidiary and affiliated entities are subject to value added tax, or VAT. Revenues from providing cloud communication services and communication devices sales are generally subject to VAT at the rate of 6% and 13% since April 1, 2019, or 6% and 16% between May 1, 2018 and April 1, 2019, or 6% and 17% before May 1, 2018, and subsequently paid to PRC tax authorities after netting input VAT on purchases. The excess of output VAT over input VAT is reflected in accrued expenses and other current liabilities, and the excess of input VAT over output VAT is reflected in prepayments and other current assets in the consolidated balance sheets. The EIT law imposes a withholding income tax of 10% on dividends distributed by a foreign investment enterprise, or FIE, to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company's jurisdiction of incorporation has a tax treaty with China that provides for a different withholding Table of Contents arrangement. The Cayman Islands, where we are incorporated, does not have such tax treaty with China. According to the arrangement between Mainland China and Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion in August 2006, dividends paid by an FIE in China to its immediate holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% if the immediate holding company in Hong Kong owns directly at least 25% of the shares of the FIE and could be recognized as a beneficial owner of the dividend from PRC tax perspective. We did not record any dividend withholding tax, as our PRC subsidiary and affiliated entities have no retained earnings in any of the periods presented. The EIT Law also provides that an enterprise established under the laws of a foreign country or region but whose "de facto management body" is located in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income. The Implementing Rules of the EIT Law define the location of the "de facto management body" as "the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, property, etc., of a non-PRC enterprise is located". Based on a review of surrounding facts and circumstances, we believe that our operations outside the PRC will unlikely be considered a "resident enterprise" for PRC tax purposes. If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a "resident enterprise" under the EIT Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See "Risk Factors Risks Related to Doing Business in China If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or the ADSs holders". Internal Control over Financial Reporting Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal control over financial reporting. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. In the course of auditing our consolidated financial statements as of and for the years ended December 31, 2018 and 2019, we and our independent registered public accounting firm identified one material weakness in our internal control over financial reporting as of December 31, 2019. As defined in the standards established by the PCAOB, a "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The material weakness identified relates to insufficient accounting personnel with appropriate U.S. GAAP knowledge for accounting of complex transactions, presentation and disclosure of financial statements in accordance with U.S. GAAP and SEC reporting requirements and lack of sufficient documented financial closing policies and procedures. The material weakness, if not remediated timely, may lead to material misstatements in our consolidated financial statements in the future. Prior to preparing for this offering, neither we nor our independent registered public accounting firm had undertaken a comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses and other control deficiencies in our internal control over financial reporting. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional deficiencies may have been identified. Table of Contents As of September 30, 2020 Actual* Pro forma Pro forma as adjusted (1) RMB US$(2) RMB US$(2) RMB US$(2) (in thousands, except for share data) Class A ordinary shares (US$0.0001 par value; no shares authorized, issued or outstanding, actual; shares authorized and 181,332,545 shares issued and outstanding, pro forma; and shares authorized and shares issued and outstanding, pro forma as adjusted) 118 17 179 26 Class B ordinary shares (US$0.0001 par value; no shares authorized, issued or outstanding, actual; shares authorized and 25,649,839 shares issued and outstanding, pro forma; and shares authorized and 25,649,839 shares issued and outstanding, pro forma as adjusted) 19 3 19 3 Subscription receivable (23,219) (3,420) (23,219) (3,420) Additional paid-in capital(3) 1,658,455 244,148 4,364,022 644,829 Accumulated other comprehensive loss (27,174) (4,002) (27,174) (4,002) (27,174) (4,002) Accumulative deficit (1,520,425) (223,934) (1,547,255) (227,771) (1,570,474) (231,191) Total shareholders' deficit attributable to Cloopen Group Holding Limited (1,570,756) (231,347) 60,944 8,975 2,766,572 409,665 Non-controlling interests 2,677 394 2,677 394 2,677 394 Total shareholders' (deficit) equity(3) (1,568,079) (230,953) 63,621 9,369 2,769,249 410,059 Total mezzanine equity and shareholders' (deficit)/equity 63,621 9,369 63,621 9,369 2,769,249 410,059 Table of Contents To remedy our identified material weakness, we have begun to, and will continue to, improve our internal control over financial reporting, including, among others: (1) recruiting more qualified personnel equipped with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework, (2) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel, (3) enhancing oversight over and clarifying reporting requirements for, non-recurring and complex transactions to ensure consolidated financial statements and related disclosures are accurate, complete and in compliance with U.S. GAAP and SEC reporting requirements, (4) recruiting more qualified internal control personnel with experience in the requirements of the Sarbanes-Oxley Act and adopting accounting and internal control guidance on U.S. GAAP and SEC reporting, and (5) preparing more detailed guidance and manuals on financial closing policies and procedures to improve the quality and accuracy of period-end financial closing process. As of the date of this prospectus, we have recruited qualified personnel with U.S. GAAP and SEC reporting experience and qualifications. We plan to prepare more detailed guidance and manuals on financial closing policies and procedures by March 2021. We expect to recruit additional qualified accounting and reporting personnel with U.S. GAAP and SEC reporting experience and qualifications by March 2021, and recruit additional internal control personnel with experience in the requirements of the Sarbanes-Oxley Act by June 2021. In addition, we intend to enhance oversight over and clarify reporting requirements for, non-recurring and complex transactions by June 2021. We also plan to provide appropriate trainings on accounting and financial reporting to our accounting staff by June 2021 and continue to provide relevant online trainings on a regular basis. We are still in the process of formulating accounting and internal control guidance on U.S. GAAP and SEC financial requirements, which is expected to be completed by June 2021. We currently expect that the material weaknesses will be fully remediated by the end of 2021. The implementation of these measures, however, may not fully address the material weakness identified in our internal control over financial reporting, and we cannot conclude that it has been fully remedied. See "Risk Factors Risks Related to Our Business and Industry A material weakness in our internal control over financial reporting has been identified, and if we fail to implement and maintain an effective system of internal control over financial reporting, we could be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the market price of the ADSs may be materially and adversely affected". As a company with less than US$1.07 billion in revenue for our last fiscal year, we qualify as an "emerging growth company" pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company's internal control over financial reporting. Critical Accounting Policies and Estimates We prepared the consolidated financial statements in accordance with U.S. GAAP. When reviewing our financial statements, you should consider our selection of critical accounting policies, our judgments and other uncertainties affecting our applications of those policies and the sensitivity of reported results to changes of such policies, judgments and uncertainties. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements. You should read the following descriptions of critical Table of Contents accounting policies, judgments and estimates in conjunction with our consolidated financial statements and other disclosures included in this prospectus. Revenue recognition We generate substantially all of our revenues from CPaaS, cloud-based CC and cloud-based UC&C. We have adopted ASC Topic 606 Revenue from Contracts with Customers ("Topic 606") since January 1, 2018. In accordance with Topic 606, we recognize revenue upon the transfer of control of promised products or services to customers, in the amount of consideration we expect to receive for such products or services (excluding sales taxes collected on behalf of government authorities). Our contracts generally do not include a right of return in relation to the delivered products or services. The timing of revenue recognition may differ from the timing of invoicing to our customers. We record a contract asset when revenue is recognized prior to invoicing, and a contract liability when payment is received from a customer in advance of revenue recognition. We generally issue invoices based on contract terms, which may be when the services are completed, upon customer acceptance of our deliverables or at preset milestones. Payments are due with standard payment terms which are generally not more than 90 days from invoice issuance. Revenues from CPaaS We account for revenue from customers' usage of text message and voice call services on our CPaaS platform as two separate performance obligations. Our service fees are determined by applying the contractual unit price to the monthly usage volume of text messages sent or minutes of voice calls placed and a contractual monthly fixed charge per subscriber multiplied by the number of subscribers recorded by our CPaaS platform where relevant. The cloud-based services to send text messages and place voice calls are offered separately to customers with observable standalone selling prices. Revenues from cloud-based CC Customers subscribe to our basic cloud-based CC services at a fixed monthly fee and pay for other value-added services on a usage basis. We recognize the monthly service fees ratably over the contract period during which we are obligated to grant customers continuous access to those basic cloud-based CC services. Revenue for other value-added services on top of the basic subscription is determined by applying the contractual unit price to the monthly usage volume and recognized when the related services are provided to customers. The basic subscription is sold to customers at the same price with or without the value-added services, so the transaction price is allocated on the basis of observable stand-alone selling prices. Revenues from cloud-based UC&C We offer customized cloud-based UC&C solutions to customers with tailored functionalities and interfacing capabilities suitable to their complicated IT environment. We have identified that the nature of our overall promise to customers as the provision of an appropriately customized and interfaced software solution comprising the customized UC&C license and other highly interdependent and interrelated services, and have accounted for the promise as one combined performance obligation. We apply an iterative process to design, test and implement the software in customers' IT environment and generally recognize revenue for this performance obligation over a period of time during which the control of the customized UC&C solution is progressively transferred to the customers. We use an input method to estimate progress. Our cloud-based UC&C contracts generally include a standard assurance-type warranty. Table of Contents Share-based compensation We periodically grant share-based awards such as restricted ordinary shares and share options to eligible employees and directors. Share-based awards granted to employees and directors are measured at the grant date fair value of the awards, and are recognized as compensation expenses using the straight-line method over the requisite service period, which is generally the vesting period. We elect to recognize the effect of forfeitures as compensation cost when they occur. To the extent the required vesting conditions are not met, which leads to the forfeiture of the share-based awards, previously recognized compensation expenses relating to such awards will be reversed. A change in any of the terms or conditions of our share-based awards is accounted for as a modification of the awards. We calculate incremental compensation expenses arising out of modification as the excess of the fair value of the modified awards on the modification date over the fair value of the original awards immediately before modification. For vested awards, we recognize incremental compensation cost in the period the modification occurs. For awards not being fully vested, we recognize the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original awards over the remaining requisite service period after modification. Share-based compensation in relation to the restricted ordinary shares is measured based on the fair value of our ordinary shares at the award grant date, which is estimated using the income approach and equity allocation method. Estimating the fair value of our ordinary shares involves significant assumptions that might not be observable in the market, and a number of complex and subjective variables, discount rate, risk-free interest rate and subjective judgments regarding our projected financial and operating results, our unique business risks, the liquidity of our ordinary shares and our operating history and prospects at the time of the grant. Share-based compensation in relation to the share options is estimated using the binomial option pricing model. The determination of the fair value of share options is affected by the price of our ordinary shares as well as the assumptions regarding a number of complex and subjective variables, including risk-free interest rate, exercise multiple and expected dividend yield. The fair value of these awards was determined by our management with the assistance from a valuation report prepared by an independent valuation firm using our management's estimates and assumptions. In January 2017, we adopted the 2016 Plan. Under the 2016 Plan, we granted 5,412,917, 2,750,000, 2,200,000 and 6,793,528 share options to our directors, officers and employees for 2018, 2019 and the nine months ended September 30, 2019 and 2020, respectively. See "Management Share Incentive Plans 2016 Share Incentive Plan" for more information in respect of the key terms of the 2016 Plan and the outstanding options granted under such plan as of the date of this prospectus. In January 2021, we adopted the 2021 Plan, under which no award has been granted as of the date of this prospectus. See "Management Share Incentive Plans 2021 Share Incentive Plan" for more information in respect of the key terms of the 2021 Plan. The weighted average grant date fair value of the share options granted was US$0.897, US$1.091, US$1.105 and US$1.071 for 2018, 2019 and the nine months ended September 30, 2019 (1)We estimate risk-free interest rate based on the yield to maturity of U.S. treasury bonds denominated in U.S. dollars for a term consistent with the expected term of our options in effect at the option valuation date. (2)We estimate expected volatility based on the historical volatility of comparable peer public companies with a time horizon close to the expected term of our options. (3)Expected dividend yield is zero as we do not anticipate any dividend payments in the foreseeable future. (4)We estimate the expected exercise multiple as the average ratio of the stock price to the exercise price of when our employees will decide to voluntarily exercise their vested options. As we did not have sufficient information of past employee exercise history, it was estimated by referencing to a widely-accepted academic research publication. (5)Expiration term is the contract life of the options. In 2018, 2019 and the nine months ended September 30, 2019 and 2020, we recorded share-based compensation expenses of RMB6.8 million, RMB27.5 million (US$4.0 million), RMB11.2 million and RMB80.4 million (US$11.8 million) related to our share options and restricted shares. The following table sets forth the breakdown of our share-based compensation expenses both in absolute amount and as a percentage of total share-based compensation expenses in the years/periods indicated. Year Ended December 31, Nine Months Ended September 30, 2018 2019 2019 2020 RMB % RMB US$ % RMB % RMB US$ % (in thousands, except for percentages) Cost of revenues 142 2.1 598 88 2.2 381 3.4 428 63 0.5 Research and development expenses 1,475 21.7 306 45 1.1 (216 ) (1.9 ) 988 146 1.2 Selling and marketing expenses 164 2.4 4,901 722 17.9 4,324 38.6 (601 ) (89 ) (0.7 ) General and administrative expenses 5,012 73.8 21,650 3,189 78.9 6,714 59.9 79,559 11,718 99.0 Total 6,793 100.0 27,455 4,044 100.0 11,203 100.0 80,374 11,838 100.0 Results of Operations The following table sets forth a summary of our consolidated results of operations for the years/periods indicated, both in absolute amount and as a percentage of our revenues. You should read this information together with our consolidated financial statements and related notes included Table of Contents elsewhere in this prospectus. The results of operations in any period are not necessarily indicative of the results that may be expected for any future years/periods or periods. Year Ended December 31, Nine Months Ended September 30, 2018 2019 2019 2020 RMB % RMB US$ % RMB % RMB US$ % (in thousands, except for percentages) Revenues 501,489 100.0 650,282 95,776 100.0 426,286 100.0 508,998 74,967 100.0 Cost of revenues (312,991 ) (62.4 ) (382,868 ) (56,390 ) (58.9 ) (250,240 ) (58.7 ) (302,674 ) (44,579 ) (59.5 ) Gross profit 188,498 37.6 267,414 39,386 41.1 176,046 41.3 206,324 30,388 40.5 Operating expenses: Research and development expenses (125,990 ) (25.1 ) (161,852 ) (23,838 ) (24.9 ) (112,177 ) (26.3 ) (120,473 ) (17,744 ) (23.7 ) Selling and marketing expenses (144,522 ) (28.8 ) (173,083 ) (25,492 ) (26.6 ) (126,120 ) (29.6 ) (150,619 ) (22,184 ) (29.6 ) General and administrative expenses (92,366 ) (18.4 ) (108,315 ) (15,953 ) (16.7 ) (66,197 ) (15.5 ) (138,823 ) (20,446 ) (27.3 ) Total operating expenses (362,878 ) (72.4 ) (443,250 ) (65,284 ) (68.2 ) (304,494 ) (71.4 ) (409,915 ) (60,374 ) (80.5 ) Operating loss (174,381 ) (34.8 ) (175,836 ) (25,898 ) (27.0 ) (128,448 ) (30.1 ) (203,592 ) (29,986 ) (40.0 ) Interest expenses (1,685 ) (0.3 ) (6,750 ) (994 ) (1.0 ) (1,374 ) (0.3 ) (9,397 ) (1,384 ) (1.8 ) Interest income 416 0.1 989 146 0.2 315 0.1 1,064 157 0.2 Investment income 385 0.1 114 17 0.0 102 0.0 12 2 0.0 Impairment loss of long-term investments (5,000 ) (1.0 ) Gain from disposal of equity method investments 367 0.1 Gain from disposal of a subsidiary/subsidiaries, net 21 3 0.0 21 0.0 14,562 2,145 2.9 Share of losses of equity method investments (547 ) (0.1 ) (15 ) (2 ) (0.0 ) (29 ) (0.0 ) (2,211 ) (326 ) (0.4 ) Change in fair value of warrant liabilities (450 ) (0.1 ) 138 20 0.0 (240 ) (0.1 ) (2,964 ) (437 ) (0.6 ) Change in fair value of long-term investment 17,700 3.5 900 133 0.1 900 0.2 1,554 229 0.3 Foreign currency exchange gains / (losses), net 10,402 2.1 (2,404 ) (354 ) (0.4 ) (407 ) (0.1 ) (253 ) (37 ) (0.0 ) Loss before income taxes (152,793 ) (30.5 ) (182,842 ) (26,930 ) (28.1 ) (129,160 ) (30.3 ) (201,225 ) (29,637 ) (39.5 ) Income tax expense (2,672 ) (0.5 ) (653 ) (96 ) (0.1 ) (458 ) (0.1 ) (2,492 ) (367 ) (0.5 ) Net loss (155,465 ) (31.0 ) (183,494 ) (27,026 ) (28.2 ) (129,618 ) (30.4 ) (203,717 ) (30,004 ) (40.0 ) Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019 Revenues Our revenues increased by 19.4% from RMB426.3 million in the nine months ended September 30, 2019 to RMB509.0 million (US$75.0 million) in the nine months ended September 30, 2020, primarily due to the following. Revenues from our CPaaS solutions increased by 24.7% from RMB216.2 million in the nine months ended September 30, 2019 to RMB269.6 million (US$39.7 million) in the nine months ended September 30, 2020, primarily due to (1) a 22.2% increase in revenues generated from our text messaging services from RMB145.3 million in the nine months ended September 30, 2019 to RMB177.5 million (US$26.1 million) in the nine months ended September 30, 2020 as a result of the increased demand from new customers, especially large enterprises, and (2) a significant increase in revenues generated from our IoT services from RMB12.7 million in the nine months ended September 30, 2019 to RMB29.8 million (US$4.4 million) in the nine months ended September 30, 2020. Our revenues from CPaaS solutions contributed by new customers were approximately RMB93.0 million (US$13.7 million) in the nine months ended September 30, 2020, which were partially offset by a decrease in revenues contributed by existing customers of approximately RMB39.7 million (US$5.8 million) in the same period. In addition, our revenues from CPaaS solutions were negatively affected by the COVID-19 outbreak. As a result, we experienced a decrease in dollar-based net customer retention rate from 103.5% in 2019 to 98.2% in the nine months ended September 30, 2020, primarily because certain enterprise customers of smaller sizes were less equipped to withstand the impact of the outbreak and decreased their usage of our solutions. Table of Contents Revenues from our cloud-based CC solutions increased by 27.0% from RMB121.0 million in the nine months ended September 30, 2019 to RMB153.7 million (US$22.6 million) in the nine months ended September 30, 2020. Our recurring revenues increased by 16.3% from RMB103.3 million in the nine months ended September 30, 2019 to RMB120.1 million (US$17.7 million) in the nine months ended September 30, 2020, primarily due to a 14.2% increase in the number of customers from 4,523 in the nine months ended September 30, 2019 to 5,165 in the nine months ended September 30, 2020. Our recurring revenues from cloud-based CC solutions contributed by new customers were approximately RMB31.7 million (US$4.7 million) in the nine months ended September 30, 2020, which were partially offset by a decrease in revenues contributed by existing customers of approximately RMB14.9 million (US$2.2 million) in the same period. In addition, our recurring revenues from cloud-based CC solutions were negatively affected by the COVID-19 outbreak. As a result, we experienced a decrease in dollar-based net customer retention rate from 99.8% in 2019 to 78.6% in the nine months ended September 30, 2020, primarily because certain enterprise customers of smaller sizes were less equipped to withstand the impact of the outbreak and decreased their usage of our solutions. Our project-based revenues increased by 89.1% from RMB17.8 million in the nine months ended September 30, 2019 to RMB33.6 million (US$4.9 million) in the nine months ended September 30, 2020, primarily because we concluded an increasing number of complex projects with various functional modules and high customization level in the nine months ended September 30, 2020 to accommodate customers' needs. Revenues from our cloud-based UC&C solutions decreased by 1.2% from RMB82.8 million in the nine months ended September 30, 2019 to RMB81.8 million (US$12.1 million) in the nine months ended September 30, 2020, primarily due to the delay in revenue recognition from certain large enterprises as a result of delayed service delivery caused by the COVID-19 outbreak. Cost of revenues Our cost of revenues increased by 21.0% from RMB250.2 million in the nine months ended September 30, 2019 to RMB302.7 million (US$44.6 million) in the nine months ended September 30, 2020, primarily due to the following. Cost of revenues from our CPaaS solutions increased by 25.0% from RMB151.3 million in the nine months ended September 30, 2019 to RMB189.1 million (US$27.8 million) in the nine months ended September 30, 2020, primarily due to a 29.7% increase in costs related to text messaging from RMB120.9 million in the nine months ended September 30, 2019 to RMB156.8 million (US$23.1 million) in the nine months ended September 30, 2020, along with our business growth. Our costs related to text messaging are affected by the number of texts sent by our customers and the unit price charged by the major mobile network operators in China. Cost of revenues from our cloud-based CC solutions increased by 30.3% from RMB52.2 million in the nine months ended September 30, 2019 to RMB68.0 million (US$10.0 million) in the nine months ended September 30, 2020, primarily due to a significant increase in cost of revenues from our projected-based cloud-based CC solutions of RMB10.3 million (US$1.5 million) primarily as a result of (1) increased business scale, and (2) increased infrastructure and equipment costs and outsourcing costs for certain projects we undertook. Table of Contents Cost of revenues from our cloud-based UC&C solutions remained relatively stable at RMB41.8 million and RMB42.4 million (US$6.2 million) in the nine months ended September 30, 2019 and 2020, respectively. Gross profit As a result of the foregoing, our gross profit increased by 17.2% from RMB176.0 million in the nine months ended September 30, 2019 to RMB206.3 million (US$30.4 million) in the nine months ended September 30, 2020. Our gross profit margin remained relatively stable at 41.3% and 40.5% in the nine months ended September 30, 2019 and 2020, respectively. Operating expenses Research and development expenses. Our research and development expenses increased by 7.4% from RMB112.2 million in the nine months ended September 30, 2019 to RMB120.5 million (US$17.7 million) in the nine months ended September 30, 2020, primarily due to a significant increase in technology service expenses paid to the third-party outsourcing service providers of RMB8.3 million (US$1.2 million) for the development of certain non-core features and functions in our cloud-based UC&C solutions, partially offset by a 3.9% decrease in the staff expense for our research and development staff of RMB3.8 million (US$0.6 million) as a result of a deduction in the contribution of social insurance premiums for our research and development staff according to the government relief policies during the COVID-19 outbreak. Selling and marketing expenses. Our selling and marketing expenses increased by 19.4% from RMB126.1 million in the nine months ended September 30, 2019 to RMB150.6 million (US$22.2 million) in the nine months ended September 30, 2020, primarily due to (1) a significant increase in our spending on advertising campaigns and marketing activities of RMB18.4 million (US$2.7 million), and (2) a 10.7% increase in staff expense of RMB8.8 million (US$1.3 million), partially offset by a significant decrease in share-based compensation of RMB4.9 million (US$ 0.7 million). General and administrative expenses. Our general and administrative expenses increased significantly from RMB66.2 million in the nine months ended September 30, 2019 to RMB138.8 million (US$20.4 million) in the nine months ended September 30, 2020, primarily due to (1) a significant increase in share-based compensation expenses of RMB72.8 million (US$10.7 million) primarily relating to restricted shares beneficially owned by our founders under the share restriction agreements and shares issued to certain management in connection with our acquisitions of non-controlling interests, (2) a significant increase in provision for doubtful accounts resulting from an increase in accounts receivables of RMB4.6 million (US$0.7 million), and (3) professional services fees relating to the preparation for this offering of RMB4.3 million (US$0.6 million), partially offset by a 26.9% decrease in staff expense of RMB10.1 million (US$1.5 million) primarily as a result of a deduction in the contribution of social insurance premiums according to the government relief policies during the COVID-19 outbreak. Operating loss As a result of the foregoing, our operating loss increased by 58.6% from RMB128.4 million in the nine months ended September 30, 2019 to RMB203.6 million (US$30.0 million) in the nine months ended September 30, 2020. Table of Contents Other expenses Interest expenses. Our interest expenses increased significantly from RMB1.4 million in the nine months ended September 30, 2019 to RMB9.4 million (US$1.4 million) in the nine months ended September 30, 2020, primarily due to an increase in average borrowings. Interest income. Our interest income increased significantly from RMB0.3 million in the nine months ended September 30, 2019 to RMB1.1 million (US$0.2 million) in the nine months ended September 30, 2020, primarily due to an increase in average cash balance at bank. Change in fair value of warrant liabilities. Our change in fair value of warrant liability increased significantly from negative RMB0.2 million in the nine months ended September 30, 2019 to RMB3.0 million (US$0.4 million) in the nine months ended September 30, 2020, primarily due to an increase in the valuation of warrant liabilities relating to our existing warrants. Gain from disposal of subsidiaries, net. We incurred gain from disposal of subsidiaries of RMB21,000 in the nine months ended September 30, 2019, as compared to gain from disposal of long-term investments of RMB14.6 million (US$2.1 million) in the nine months ended September 30, 2020, primarily due to the deconsolidation of certain affiliated entities in China. Income tax expense We incurred income tax expense of RMB0.5 million and RMB2.5 million (US$0.4 million) in the nine months ended September 30, 2019 and 2020, respectively. Net loss As a result of the foregoing, our net loss increased by 57.6% from RMB129.6 million in the nine months ended September 30, 2019 to RMB203.7 million (US$30.0 million) in the nine months ended September 30, 2020. Year Ended December 31, 2019 Compared to Year Ended December 31, 2018 Revenues Our revenues increased by 29.7% from RMB501.5 million in 2018 to RMB650.3 million (US$95.8 million) in 2019, primarily due to the following. Revenues from our CPaaS solutions increased by 35.3% from RMB255.2 million in 2018 to RMB345.3 million (US$50.9 million) in 2019, primarily due to a 39.8% increase in revenues generated from our text messaging services from RMB167.9 million in 2018 to RMB234.7 million (US$34.6 million) in 2019, and a significant increase in revenues generated from our IoT services from RMB8.0 million in 2018 to RMB21.0 million (US$3.1 million) in 2019. Due to enhanced regulations on application-to-person voice calls in 2019 out of concerns of consumer harassment in China, especially the tightening regulations on debt collection calls and other types of promotional voice calls, text messaging gained popularity as an alternative and major communication channel for our customers. As a result, revenues from our voice call services increased by 11.4% from RMB60.3 million in 2018 to RMB67.1 million (US$9.9 million), slower as compared to text messaging services as described above. Our revenues from CPaaS solutions contributed by new customers were approximately RMB111.0 million (US$16.3 million) in 2019, which were partially offset by a decrease in revenues contributed by existing customers of approximately RMB20.9 million (US$3.1 million) in the same period. Table of Contents CORPORATE HISTORY AND STRUCTURE We began to provide cloud-based communications solutions in 2014, and have primarily operated our business through Beijing Ronglian Yitong Information Technology Co. Ltd., or Ronglian Yitong. In January 2014, we incorporated Cloopen Group Holding Limited, our current ultimate holding company, as an exempted company with limited liability in the Cayman Islands, to facilitate our offshore financings. In February 2014, Cloopen Limited, a subsidiary wholly-owned by Cloopen Group Holding Limited was incorporated in Hong Kong. In April 2014, Anxun Guantong (Beijing) Technology Co., Ltd., or Anxun Guantong, a subsidiary wholly-owned by Cloopen Limited was established in China. In July 2014, due to the restrictions imposed by current PRC laws and regulations on foreign ownership and investment in companies that engage in value-added telecommunications services, Anxun Guantong entered into a series of contractual arrangements with Ronglian Yitong and its shareholders, by which we exert control over and are the primary beneficiary of our affiliated entities and consolidate their financial results under U.S. GAAP. The contractual arrangements with Ronglian Yitong were subsequently amended and restated in 2018, 2019 and 2020. See " Contractual Arrangements" for details. The following diagram illustrates our simplified corporate structure, including our subsidiaries, our VIE and other principal affiliated entities in China, as of the date of this prospectus. Table of Contents Revenues from our cloud-based CC solutions increased by 34.4% from RMB129.2 million in 2018 to RMB173.6 million (US$25.6 million) in 2019. Our recurring revenues increased by 32.7% from RMB107.4 million in 2018 to RMB142.5 million (US$21.0 million) in 2019, primarily due to a 44.3% increase in the number of customers we served on a recurring basis from 3,390 in 2018 to 4,893 in 2019. Our recurring revenues from cloud-based CC solutions contributed by new customers were approximately RMB37.6 million (US$5.5 million) in 2019, which were partially offset by a decrease in revenues contributed by existing customers of approximately RMB2.6 million (US$0.4 million) in the same period. Our project-based revenues increased by 42.7% from RMB21.8 million in 2018 to RMB31.1 million (US$4.6 million) in 2019, primarily due to a significant increase in the number of customers we served on a project basis from 37 in 2018 to 94 in 2019. Revenues from our cloud-based UC&C solutions increased by 10.0% from RMB111.9 million in 2018 to RMB123.2 million (US$18.1 million) in 2019, primarily due to our introduction of RongVideo for video conferencing. Revenues from cloud-based UC&C solutions increased at a lower rate compared to our other solutions primarily due to longer project cycle for certain customization projects we undertook for certain large enterprises in the new industries we entered into in 2019. Cost of revenues Our cost of revenues increased by 22.3% from RMB313.0 million in 2018 to RMB382.9 million (US$56.4 million) in 2019, primarily due to the following. Cost of revenues from our CPaaS solutions increased by 31.5% from RMB187.4 million in 2018 to RMB246.4 million (US$36.3 million) in 2019, primarily due to a 48.0% increase in costs related to text messaging from RMB136.8 million in 2018 to RMB202.6 million (US$30.0 million) in 2019 as a result of the unit price adjustment implemented by mobile network operators in 2019. Cost of revenues from our cloud-based CC solutions increased by 27.4% from RMB57.4 million in 2018 to RMB73.1 million (US$10.8 million) in 2019, primarily due to (1) a significant increase in cost of revenues from our projected-based cloud-based CC solutions of RMB8.1 million (US$1.2 million) primarily as a result of increased outsourcing costs for certain projects we undertook, and (2) an increase in the number of minutes of voice calls we facilitated through our solutions. Cost of revenues from our cloud-based UC&C solutions decreased by 9.7% from RMB62.9 million in 2018 to RMB56.8 million (US$8.4 million) in 2019, primarily due to a 20.4% decrease in staff costs of RMB3.9 million (US$0.6 million) as a result of the improved solution delivery efficiency and the improved solution development efficiency as we undertook more and larger projects with replicable technology infrastructure and experience to achieve greater economies of scale. Gross profit As a result of the foregoing, our gross profit increased by 41.9% from RMB188.5 million in 2018 to RMB267.4 million (US$39.4 million) in 2019. Our gross profit margin increased from 37.6% in 2018 to 41.1% in 2019, primarily due to a greater portion of revenues generated from our cloud-based CC solutions and cloud-based UC&C solutions, which typically have higher profit margins as compared to CPaaS solutions. Table of Contents Operating expenses Research and development expenses. Our research and development expenses increased by 28.5% from RMB126.0 million in 2018 to RMB161.9 million (US$23.8 million) in 2019, primarily due to a 31.4% increase in staff expense of RMB34.4 million (US$5.1 million) as a result of the increases in the headcount of research and development staff and their salary level. Selling and marketing expenses. Our selling and marketing expenses increased by 19.8% from RMB144.5 million in 2018 to RMB173.1 million (US$25.5 million) in 2019, primarily due to (1) a 28.8% increase in staff expense of RMB24.0 million (US$3.5 million) as a result of the increases in the headcount of sales and marketing staff and their salary level, (2) a significant increase in share-based compensation of RMB4.7 million (US$0.7 million), and (3) a 6.1% increase in our spending on online advertising campaigns and offline events of RMB1.6 million (US$0.2 million). General and administrative expenses. Our general and administrative expenses increased by 17.3% from RMB92.4 million in 2018 to RMB108.3 million (US$16.0 million) in 2019, primarily due to (1) a significant increase in share-based compensation to our management of RMB16.6 million (US$2.5 million) in recognition of their continued services, (2) a significant increase in provision for doubtful accounts of RMB7.1 million (US$1.0 million) resulting from the increase in accounts receivables, and (3) a 99.7% increase in the non-recurring professional service fees of RMB3.2 million (US$0.5 million) paid for our financing activities in 2019, partially offset by (1) an increase in tax refund of RMB5.5 million (US$0.8 million), and (2) an 8.9% decrease in staff expense of RMB4.9 million (US$0.7 million). Operating loss As a result of the foregoing our operating loss increased by 0.8% from RMB174.4 million in 2018 to RMB175.8 million (US$25.9 million) in 2019. Other expenses Interest expenses. Our interest expenses increased from RMB1.7 million to RMB6.8 million (US$1.0 million) in 2018 and 2019, respectively, primarily due to an increase in short-term bank borrowings and long-term borrowings. Interest income. Our interest income increased significantly from RMB0.4 million in 2018 to RMB1.0 million (US$0.1 million) in 2019, primarily due to an increase in cash balance at bank. Change in fair value of long-term investments. Our change in fair value of long-term investments decreased by 94.9% from RMB17.7 million in 2018 to RMB0.9 million (US$0.1 million) in 2019, primarily due to the slower increase in the valuation of our equity investees as they had less financing in 2019. Foreign currency exchange gains (losses), net. Our foreign currency exchange gains, net was RMB10.4 million in 2018 and our foreign currency exchange losses, net was RMB2.4 million (US$0.4 million) in 2019. The decrease was primarily due to our holding of U.S. dollars and fluctuations in exchange rate between U.S. dollars and Renminbi. Table of Contents Income tax expense Our income tax expense decreased significantly from RMB2.7 million in 2018 to RMB0.7 million (US$96,000) in 2019, primarily due to an increase in loss before income taxes. Net loss As a result of the foregoing, our net loss increased by 18.0% from RMB155.5 million in 2018 to RMB183.5 million (US$27.0 million) in 2019. Selected Quarterly Results of Operations The following table sets forth our selected unaudited consolidated statements of comprehensive loss data for each of the seven quarters from January 1, 2019 to September 30, 2020. The consolidated quarterly financial information includes all normal recurring adjustments that we consider necessary for a fair representation of our results of operations for the quarters presented. Our historical results of operations are not necessarily indicative of results of operations expected for future periods. The following selected unaudited quarterly financial data is qualified by reference to, and should be read in conjunction with, our consolidated financial statements and related notes included elsewhere in this prospectus. Three Month Ended March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 March 31, 2020 June 30, 2020 September 30, 2020 RMB RMB RMB RMB RMB RMB RMB (in thousands) Revenues 130,392 157,247 138,646 223,996 132,434 185,255 191,308 Cost of revenues (73,447 ) (95,354 ) (81,439 ) (132,629 ) (70,446 ) (113,856 ) (118,372 ) Gross profit 56,945 61,894 57,207 91,368 61,989 71,399 72,936 Operating Expenses: Research and development expenses (36,737 ) (38,512 ) (36,928 ) (49,675 ) (38,561 ) (36,644 ) (45,268 ) Selling and marketing expenses (43,716 ) (41,092 ) (41,311 ) (46,963 ) (45,922 ) (46,643 ) (58,054 ) General and administrative expenses (19,983 ) (21,612 ) (24,603 ) (42,118 ) (38,923 ) (46,240 ) (53,660 ) Total operating expenses (100,436 ) (101,216 ) (102,842 ) (138,756 ) (123,407 ) (129,526 ) (156,982 ) Operating loss (43,490 ) (39,322 ) (45,635 ) (47,389 ) (61,418 ) (58,127 ) (84,046 ) Other (expenses)/ income (285 ) 76 (503 ) (6,293 ) 13,894 (4,566 ) (6,962 ) Loss before income taxes (43,776 ) (39,246 ) (46,138 ) (53,682 ) (47,523 ) (62,694 ) (91,008 ) Income tax (expense)/ benefit (170 ) (271 ) (17 ) (194 ) (143 ) 529 (2,878 ) Net loss (43,946 ) (39,517 ) (46,156 ) (53,876 ) (47,666 ) (62,165 ) (93,886 ) Our revenues in the first quarters of 2019 and 2020 were generally lower as compared to other quarters in the same years, primarily because business communications activities tend to be less active during or around Chinese New Year holiday and our enterprise customers generally decrease their usage of and spending on our solutions as a result. In addition, our revenues in the first quarter of 2020 were also negatively impacted by the COVID-19 outbreak. We generally record higher revenues in the second half of each year, in line with our enterprise customers' budget cycles. See " Seasonality". Furthermore, our revenues increased by 61.6% from RMB138.6 million (US$20.4 million) in the third quarter of 2019 to RMB224.0 million (US$33.0 million) in the fourth quarter of 2019, primarily because certain sizeable projects we initiated during the third quarter of 2019 were concluded in the fourth quarter, following which we recognized revenues. Table of Contents Non-GAAP Financial Measure To supplement our consolidated financial statements which are presented in accordance with U.S. GAAP, we also use adjusted EBITDA as an additional non-GAAP financial measure. We present the non-GAAP financial measure because it is used by our management to evaluate our operating performance. We also believe that the non-GAAP financial measure provides useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as our management and in comparing financial results across accounting periods and to those of our peer companies. We define adjusted EBITDA as net loss excluding depreciation and amortization, interest expenses/(income), net, income tax expense, share-based compensation, investment income, impairment loss of long-term investments, gain from disposal of equity method investments, gain from disposal of a subsidiary/subsidiaries, net, share of losses of equity method investments, change in fair value of warrant liabilities, change in fair value of long-term investments, and foreign currency exchange gains/losses, net. We believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results. The non-GAAP financial measure adjusts for the impact of items that we do not consider indicative of the operational performance of our business and should not be considered in isolation or construed as an alternative to net loss or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to compare the historical non-GAAP financial measure with the most directly comparable GAAP measures. Adjusted EBITDA presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure. Table of Contents The following table sets forth a reconciliation of our adjusted EBITDA to net loss for the periods indicated. Year Ended December 31, Nine Months Ended September 30, 2018 2019 2019 2020 RMB RMB US$ RMB RMB US$ (in thousands) Net loss (155,465 ) (183,494 ) (27,026 ) (129,618 ) (203,717 ) (30,004 ) Add: Depreciation and amortization 7,678 8,292 1,221 6,148 6,491 956 Interest expenses/(income), net 1,269 5,761 848 1,060 8,334 1,227 Income tax expense 2,672 653 96 458 2,492 367 EBITDA: (143,846 ) (168,789 ) (24,860 ) (121,952 ) (186,401 ) (27,454 ) Adjust: Share-based compensation 6,793 27,455 4,044 11,202 80,374 11,838 Investment income (385 ) (114 ) (17 ) (102 ) (12 ) (2 ) Impairment loss of long-term investments 5,000 Gain from disposal of equity method investments (367 ) Gain from disposal of a subsidiary/subsidiaries, net (21 ) (3 ) (21 ) (14,562 ) (2,145 ) Share of losses of equity method investments 547 15 2 29 2,211 326 Change in fair value of warrant liabilities 450 (138 ) (20 ) 240 2,964 437 Change in fair value of long-term investments (17,700 ) (900 ) (133 ) (900 ) (1,554 ) (229 ) Foreign currency exchange gains (losses), net (10,402 ) 2,404 354 407 253 37 Adjusted EBITDA: (159,910 ) (140,089 ) (20,633 ) (111,098 ) (116,726 ) (17,192 ) Liquidity and Capital Resources In 2018, 2019 and the nine months ended September 30, 2019 and 2020, we incurred net loss of RMB155.5 million, RMB183.5 million (US$27.0 million), RMB129.6 million and RMB203.7 million (US$30.0 million), and our net cash used in operating activities was RMB160.6 million, RMB166.4 million (US$24.5 million), RMB87.6 million and RMB168.2 million (US$24.8 million) in the same periods, respectively. In 2018, 2019 and the nine months ended September 30, 2020, cash flow from financing activities, such as cash generated from issuance of preferred shares and bank borrowings has been our principal sources of liquidity. In 2018, 2019 and the nine months ended September 30, 2019 and 2020, we received cash of RMB165.4 million, RMB325.4 million (US$47.9 million), RMB218.5 million and RMB3.1 million (US$0.5 million) from financing activities. Based upon service type and our assessment of customers' credit and ongoing relationships, our payment terms typically range from 60 to 150 days after our customers have been billed. Days sales outstanding, calculated by gross accounts receivables outstanding as of the period end divided by net revenues for the period and multiplied by the number of days in such period, were 123 days, 136 days and 142 days for 2018, 2019 and the nine months ended September 30, 2020, Table of Contents respectively. Our days sales outstanding increased from 136 days in 2019 to 142 days in the nine months ended September 30, 2020, primarily due to the extended payment cycles caused by the COVID-19 outbreak. We will closely monitor our outstanding accounts receivables and follow up with relevant customers on a continuous basis in order to collect overdue balances. In February 2016, Ronglian Yitong entered into a two-year credit facility with SPD Silicon Valley Bank, or SPD, to borrow up to RMB40.0 million. In December 2017, the credit line was decreased from RMB40.0 million to RMB20.0 million, and Ronglian Yitong entered into another one-year credit facility with SPD to borrow up to RMB20.0 million. In December 2018, Ronglian Yitong entered into an additional two-year credit facility with SPD to borrow up to RMB40.0 million to support our working capital. These facilities were pledged by accounts receivables of Ronglian Yitong. As of December 31, 2018 and 2019 and September 30, 2020, accounts receivables and other receivables of Ronglian Yitong of RMB121.6 million, RMB178.9 million (US$26.3 million) and RMB168.2 million (US$24.8 million) were restricted as they were served as pledged securities to such bank borrowings under these credit facilities. In June 2020, Beijing Ronglian Guanghui Technology Co., Ltd., Ronglian Qimo, and Beijing Ronglian Huitong Technology Co., Ltd., all of which are our affiliated entities in China, entered into a one-year credit facility with Bank of Beijing to borrow up to RMB3.0 million, RMB4.0 million and RMB3.0 million, respectively. In August 2020, Ronglian Yitong obtained unsecured short-term bank borrowings in the amount of RMB10.0 million from Bank of Beijing. As of September 30, 2020, we had short-term bank borrowings of RMB31.7 million (US$4.7 million), and had current portion of long-term borrowings of RMB101.4 million (US$14.9 million), which will be mature at various dates within one year with no renewal terms. See "Description of Share Capital History of Securities Issuances Warrants Series E Warrants". We believe that our existing cash and cash equivalents and anticipated cash flows from operating and financing activities will be sufficient to meet our anticipated working capital requirements, and capital expenditures in the ordinary course of business for the next 12 months from the completion of this offering. We may, however, require additional cash resources due to changing business conditions or other future developments, including acquisitions or investments we may decide to selectively pursue. If our existing cash resources are insufficient to meet our requirements, we may seek to issue equity or debt securities or obtain credit facilities. The issue of additional equity securities would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in the amounts we need or on terms acceptable to us, if at all. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer. See "Risk Factors Risks Related to Our Business and Industry We may need additional capital, and we may be unable to obtain such capital in a timely manner or on acceptable terms, or at all". Table of Contents Selected Consolidated Statements of Comprehensive Loss Data Year Ended December 31, Nine Months Ended September 30, 2018 2019 2019 2020 RMB RMB US$ RMB RMB US$ (in thousands, except for share amounts and per share data) Revenues 501,489 650,282 95,776 426,286 508,998 74,967 Cost of revenues (312,991 ) (382,868 ) (56,390 ) (250,240 ) (302,674 ) (44,579 ) Gross profit 188,498 267,414 39,386 176,046 206,324 30,388 Total operating expenses (362,879 ) (443,250 ) (65,284 ) (304,494 ) (409,915 ) (60,374 ) Operating loss (174,381 ) (175,836 ) (25,898 ) (128,448 ) (203,592 ) (29,986 ) Loss before income taxes (152,793 ) (182,842 ) (26,930 ) (129,160 ) (201,225 ) (29,637 ) Income tax expense (2,672 ) (652 ) (96 ) (458 ) (2,492 ) (367 ) Net loss (155,465 ) (183,494 ) (27,026 ) (129,618 ) (203,717 ) (30,004 ) Net loss per share Basic and diluted (2.88 ) (3.62 ) (0.53 ) (2.50 ) (5.19 ) (0.76 ) Weighted average number of shares outstanding used in computing net loss per share Basic and diluted 91,083,938 89,567,463 89,567,463 91,366,949 83,197,013 83,197,013 Pro forma net loss per share Basic and diluted(1) (1.13 ) (0.17 ) (0.68 ) (0.10 ) Pro forma weighted average number of shares outstanding used in computing net loss per share Basic and diluted(1) 254,406,903 254,406,903 253,048,846 253,048,846 Non-GAAP financial measure(2) Adjusted EBITDA (159,910 ) (140,089 ) (20,633 ) (111,098 ) (116,726 ) (17,192 ) Table of Contents The following table sets forth a summary of our cash flows for the years/periods indicated. Year Ended December 31, Nine Months Ended September 30, 2018 2019 2019 2020 RMB RMB US$ RMB RMB US$ (in thousands) Net cash used in operating activities (160,618 ) (166,385 ) (24,506 ) (87,574 ) (168,187 ) (24,771 ) Net cash provided by / (used in) investing activities 2,048 (84,502 ) (12,446 ) (9,692 ) 62,106 9,147 Net cash provided by financing activities 165,411 325,409 47,928 218,514 3,081 454 Effect of foreign currency exchange rate changes on cash 7,821 2,867 422 (168 ) (252 ) (37 ) Net increase / (decrease) in cash 14,662 77,389 11,398 121,080 (103,252 ) (15,207 ) Cash and restricted cash at the beginning of the period 72,261 86,924 12,802 86,924 164,313 24,201 Cash and restricted cash at the end of the period 86,924 164,313 24,201 208,004 61,061 8,993 Operating activities Net cash used in operating activities was RMB168.2 million (US$24.8 million) in the nine months ended September 30, 2020, primarily due to net loss of RMB203.7 million (US$30.0 million), adjusted primarily by (1) non-cash items including share-based compensation of RMB80.4 million (US$11.8 million), gain from disposal of subsidiaries, net of RMB14.6 million (US$2.1 million), allowance for doubtful accounts of RMB10.3 million (US$1.5 million), accretion of interest expenses on unsecured loans of RMB8.0 million (US$1.2 million), depreciation and amortization of RMB6.5 million (US$1.0 million), and change in fair value of warrant liabilities of RMB3.0 million (US$0.4 million), (2) changes in working capital that negatively affected operating cash flow, including a decrease in accounts payable of RMB27.2 million (US$4.0 million) primarily resulting from enhanced payable management efforts to maintain relationship with our suppliers, an increase in accounts receivables of RMB22.2 million (US$3.3 million) resulting from our business growth and extended payment cycles caused by the COVID-19 outbreak, an increase in contract assets of RMB6.2 million (US$0.9 million), and a decrease in contract liabilities of RMB4.3 million (US$0.6 million), and (3) changes in working capital that positively affected operating cash flow, including a decrease in prepayments and other current assets of RMB5.4 million (US$0.8 million). Net cash used in operating activities was RMB166.4 million (US$24.5 million) in 2019, primarily due to net loss of RMB183.5 million (US$27.0 million), adjusted primarily by (1) non-cash items including share-based compensation of RMB27.5 million (US$4.0 million), depreciation and amortization of RMB8.3 million (US$1.2 million), and allowance for doubtful accounts of RMB8.3 million (US$1.2 million), (2) changes in working capital that negatively affected operating cash flow, including an increase in accounts receivables of RMB76.5 million (US$11.3 million), which was generally in line with our business growth, an increase in prepayments and other current assets of RMB31.0 million (US$4.6 million) primarily in relation to advances to mobile network operators for telecommunications resources, and an increase in contract assets of RMB7.8 million (US$1.1 million), and (3) changes in working capital that positively affected operating cash flow, including an increase in accounts payable of RMB61.8 million (US$9.1 million) primarily resulting from our increased costs of telecommunications resources in line with our business growth, an increase in contract liabilities of RMB13.5 million (US$2.0 million) and an increase in accrued expenses and other current liabilities of RMB11.1 million (US$1.6 million). Table of Contents Net cash used in operating activities was RMB160.6 million in 2018, primarily due to net loss of RMB155.5 million, adjusted primarily by (1) non-cash items including change in fair value of long-term investment of RMB17.7 million, unrealized foreign exchange gain of RMB10.4 million, depreciation and amortization of RMB7.7 million, share-based compensation of RMB6.8 million and impairment on long-term investments of RMB5.0 million, (2) changes in working capital that negatively affected operating cash flow, including a decrease in accrued expenses and other current liabilities of RMB17.9 million, a decrease in accounts payable of RMB14.7 million and an increase in prepayments and other current assets of RMB5.9 million, and (3) changes in working capital that positively affected operating cash flow, including an increase in contract liabilities of RMB23.0 million in relation to advances from customers for our usage-based solutions, and a decrease in accounts receivables of RMB16.0 million. Investing activities Net cash provided by investing activities was RMB62.1 million (US$9.1 million) in the nine months ended September 30, 2020, primarily due to cash received from maturity of term deposits of RMB69.8 million (US$10.3 million), partially offset by cash paid for purchase of property and equipment of RMB4.7 million (US$0.7 million) primarily in relation to software and fixtures, and payment of interest-free loans provided to related parties of RMB4.0 million (US$0.6 million). Net cash used in investing activities was RMB84.5 million (US$12.4 million) in 2019, primarily due to cash paid for term deposits of RMB69.8 million (US$10.3 million), cash paid for purchase of short-term investments of RMB34.0 million (US$5.0 million), cash paid for purchase of property and equipment of RMB10.1 million (US$1.5 million) primarily in relation to software and cash paid for purchase of long-term investments of RMB5.7 million (US$0.8 million), partially offset by cash received from sale of short-term investments of RMB34.6 million (US$5.1 million). Net cash provided by investing activities was RMB2.0 million in 2018, primarily due to cash received from sale of short-term investments of RMB58.4 million, partially offset by cash paid for purchase of short-term investments of RMB49.0 million and cash paid for purchase of property and equipment of RMB7.7 million. Financing activities Net cash provided by financing activities was RMB3.1 million (US$0.5 million) in the nine months ended September 30, 2020, primarily due to proceeds from short-term bank borrowings of RMB20.0 million (US$2.9 million), partially offset by repayment for short-term bank borrowings of RMB15.1 million (US$2.2 million). Net cash provided by financing activities was RMB325.4 million (US$47.9 million) in 2019, primarily due to proceeds from issuance of series E redeemable convertible preferred shares of RMB226.6 million (US$33.4 million), proceeds from long-term borrowing of RMB106.1 million (US$15.6 million) and proceeds from short-term bank borrowings of RMB19.9 million (US$2.9 million), partially offset by repayment for short-term bank borrowings of RMB13.0 million (US$1.9 million) and payment of issuance costs of RMB12.4 million (US$1.8 million). Net cash provided by financing activities was RMB165.4 million in 2018, primarily due to proceeds from issuance of series D redeemable convertible preferred shares of RMB161.0 million and proceeds from short-term bank borrowings of RMB33.7 million, partially offset by repayment for short-term bank borrowings of RMB27.5 million. Table of Contents the waiver of Mr. Changxun Sun's subscription receivable in November 2020. The pro forma loss per share calculation excluded (i) the fair value change of the series E warrant liabilities; (ii) the exercise of 11,300,970 vested options as of September 30, 2020 and 329,167 unvested options that subsequently became vested before January 25, 2021, into 11,630,137 ordinary shares on January 25, 2021, of which the pro forma impact is not material; and (iii) 9,845,731 ordinary shares which are legally issued and outstanding pursuant to the exercise of options under the 2016 Plan, but not deemed to be outstanding from an accounting perspective as they are subject to restrictions on transfer and repurchase by our company in case of termination of employment. The basic and diluted pro forma net loss per share is calculated as follows: For the year ended December 31, 2019 For the nine months ended September 30, 2020 Numerator: Net loss (183,494,361 ) (203,717,021 ) Unrecognized share-based compensation expenses related to restricted ordinary shares(a) (58,444,286 ) Recognized share-based compensation expenses related to restricted ordinary shares(b) 32,404,591 Recognized share-based compensation expenses on the 1,424,312 class A ordinary shares to purchase the non-controlling interest of a subsidiary in Japan in January 2021 (21,525,669 ) Waiver of Mr. Changxun Sun's subscription receivable in November 2020. (23,218,856 ) Pro forma net loss basic and diluted (286,683,172 ) (171,312,430 ) Denominator: Weighted average number of ordinary shares 89,567,463 83,197,013 Pro forma effect of the vest of restricted shares(c) 4,515,114 9,527,507 Pro forma effect of the issuance of 1,424,312 Class A ordinary shares to purchase the non-controlling interest of a subsidiary in Japan in January 2021 1,424,312 1,424,312 Pro forma effect of the conversion of Series A-E Redeemable Convertible Preferred Shares 109,091,976 109,091,976 Pro forma effect of the conversion of Series F Redeemable Convertible Preferred Shares 31,581,509 31,581,509 Pro forma effect of the exercise of Series E Warrants and then conversion of related Series E Redeemable Convertible Preferred Shares 6,426,844 6,426,844 Pro forma effect of the exercise of Series F Warrants and then conversion of related Series F Redeemable Convertible Preferred Shares 11,799,685 11,799,685 Pro forma weighted average number of ordinary shares basic and diluted 254,406,903 253,048,846 Pro forma net loss per share basic and diluted (1.13 ) (0.68 ) (1)Represents minimum payments under non-cancelable operating lease agreements related to offices and facilities. (2)See "Description of Share Capital History of Securities Issuances Warrants Series E Warrants". Save as disclosed above, we did not have any significant capital or other commitments, long term obligations or guarantees as of December 31, 2019. Off-Balance Sheet Commitments and Arrangements We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder's equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us. Holding Company Structure We conduct our operations primarily through our subsidiary and affiliated entities in China. As a result, our ability to pay dividends depends upon dividends paid by our subsidiaries and fees paid by our affiliated entities. If our subsidiary or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our subsidiary in China is permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with the Accounting Standards for Business Enterprise as promulgated by the MOF, or PRC GAAP. Under PRC law, each of our PRC subsidiary and affiliated entities is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory surplus reserve until such reserve reaches 50% of its registered capital. In addition, our subsidiary in China may allocate a portion of its after-tax profits based on PRC GAAP to enterprise expansion funds as well as staff bonus and welfare funds at its discretion, and our Table of Contents affiliated entities may allocate a portion of its after-tax profits based on PRC GAAP to a discretionary surplus fund at its discretion. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the statutory reserve funds are not distributable as cash dividends. As an offshore holding company, we are permitted under PRC laws and regulations to provide funding from the proceeds of our offshore fundraising activities to our PRC subsidiary only through loans or capital contributions, and to our affiliated entities only through loans, in each case subject to the satisfaction of the applicable government registration and approval requirements. See "Risk Factors Risks Related to Doing Business in China PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of this offering to make loans to or make additional capital contributions to our PRC subsidiary and affiliated entities, which could materially and adversely affect our liquidity and our ability to fund and expand our business". As a result, there is uncertainty with respect to our ability to provide prompt financial support to our PRC subsidiary and affiliated entities in China when needed. Inflation Since inception, inflation in China has not materially affected our results of operations. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for 2018 and 2019 were increases of 2.1% and 2.9%, respectively. Although we have not been materially affected by inflation in the past, we may be affected if China experiences higher rates of inflation in the future. Quantitative and Qualitative Disclosure about Market Risk Concentration risk No customers individually represented greater than 10.0% of our total revenues in 2018, 2019 and the nine months ended September 30, 2019 and 2020. No suppliers individually represented greater than 10.0% of our total purchases in 2018, 2019 and the nine months ended September 30, 2020. Purchase from a supplier represented 10.1% of our total purchase in the nine months ended September 30, 2019. Accounts receivables, net and contract assets due from one of our customers represented 11.8% of our total accounts receivables, net and contract assets as of December 31, 2018, and no customers individually represented greater than 10.0% of accounts receivables, net as of December 31, 2019 and September 30, 2020. No suppliers individually represented greater than 10.0% of total accounts payable as of December 31, 2018 and 2019 and September 30, 2020. Contract liabilities to our customers individually did not represent greater than 10.0% of our contract liabilities as of December 31, 2018 and 2019 and September 30, 2020. Prepayments and other current assets in relation to our suppliers individually did not represent greater than 10.0% of our prepayments and other current assets as of December 31, 2018 and 2019 and September 30, 2020. Credit risk Financial instruments that potentially expose us to concentrations of credit risk consist principally of cash, restricted cash, term deposits, short-term investments and accounts receivables. Our investment policy requires cash, restricted cash, term deposits and short-term investments to be placed with high-quality financial institutions and to limit the amount of credit risk from any one issuer. We regularly evaluate the credit standing of the counterparties or financial institutions. Table of Contents We conduct credit evaluations on our customers prior to delivery of goods or services. The assessment of customer creditworthiness is primarily based on historical collection records, research of publicly available information and customer on-site visits by senior management. Based on this analysis, we determine what credit terms, if any, to offer to each customer individually. If the assessment indicates a likelihood of collection risk, we will not deliver the services or sell the products to the customer or require the customer to pay cash, post letters of credit to secure payment or to make significant down payments. Interest rate risk Our short-term bank borrowings bear interests at fixed rates. If we were to renew these loans, we might be subject to interest rate risk. Foreign currency risk Substantially all of our revenues and expenses are denominated in Renminbi. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge exposure to such risk. Although our exposure to foreign exchange risks should be limited in general, the value of your investment in the ADSs will be affected by the exchange rate between U.S. dollar and Renminbi because the value of our business is effectively denominated in RMB, while the ADSs representing our Class A ordinary shares will be traded in U.S. dollars. The value of the Renminbi against the U.S. dollar and other currencies is affected by changes in China's political and economic conditions and by China's foreign exchange policies, among other things. In July 2005, the PRC government changed its decades-old policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation subsided and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, the Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. The Renminbi depreciated approximately by 5% against the U.S. dollar in 2018, and further depreciated by 4% against the U.S. dollar in 2019. Since October 1, 2016, the RMB has joined the International Monetary Fund's basket of currencies that make up the SDR, along with the U.S. dollar, the Euro, the Japanese yen and the British pound. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system and there is no guarantee that the RMB will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future. To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of Renminbi against the U.S. dollar would reduce the Renminbi amount we receive from the conversion. Conversely, if we decide to convert Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs, servicing our outstanding debt, or for other business purposes, appreciation of the U.S. dollar against the Renminbi would reduce the U.S. dollar amounts available to us. We estimate that we will receive net proceeds of approximately US$ million from this offering, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us, assuming the underwriters do not exercise their option to purchase additional ADSs, based on the assumed initial offering price of US$ per ADS, the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus. Table of Contents Assuming that we convert the full amount of the net proceeds from this offering into RMB, a 10% appreciation of the U.S. dollar against RMB, from a rate of RMB6.7896 to US$1.00 to a rate of RMB7.4686 to US$1.00, will result in an increase of RMB175.5 million in our net proceeds from this offering. Conversely, a 10% depreciation of the U.S. dollar against the RMB, from a rate of RMB6.7896 to US$1.00 to a rate of RMB6.1106 to US$1.00, will result in a decrease of RMB million in our net proceeds from this offering. Recent Accounting Pronouncements For detailed discussion on recent accounting pronouncements, see Note 2(ee) to our audited consolidated financial statements included elsewhere in this prospectus. Table of Contents MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of financial condition and results of operations together with the "Selected Consolidated Financial and Operating Data" and the consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in "Risk Factors" or in other parts of this prospectus. Overview We are the largest multi-capability cloud-based communications solution provider in China, as measured by revenues in 2019, according to the CIC report(2). We are the only provider in China that offers a full suite of cloud-based communications solutions, according to the same source, covering CPaaS, cloud-based CC, and cloud-based UC&C. We serve a diverse and loyal customer base consisting of enterprises of all sizes across a variety of industries, including internet, telecommunications, financial services, education, industrial manufacturing and energy. We generate our revenues primarily from our CPaaS, cloud-based CC and cloud-based UC&C solutions. We generally charge our customers using our CPaaS solutions on a recurring basis, based on the monthly number of text messages and call minutes facilitated. We charge our customers using our cloud-based CC solutions deployed on public cloud on a recurring basis, with a combination of seat subscription fees and related resource usage fees. We generally charge our customers using our cloud-based CC solution deployed on private cloud and cloud-based UC&C solutions on a project basis. In the second half of 2020, we began to offer certain cloud-based UC&C solutions on a subscription basis. We plan to promote solutions that we offer on a recurring basis to lower customer acquisition costs, which we expect would favorably contribute to our profit margins. We have experienced robust growth in recent years. As of December 31, 2018 and 2019 and September 30, 2020, we had an active customer base of over 10,200, 11,500 and 12,000 enterprises, respectively, among which 125, 152 and 173 were large-enterprise customers, respectively. In 2018, 2019 and the nine months ended September 30, 2020, the dollar-based net customer retention rate in relation to solutions we offer on a recurring basis was 135.7%, 102.7% and 94.7%, respectively. We served 160, 193 and 128 customers for our project-based solutions in 2018, 2019 and the nine months ended September 30, 2020, respectively. Our revenues increased by 29.7% from RMB501.5 million in 2018 to RMB650.3 million (US$95.8 million) in 2019, and increased by 19.4% from RMB426.3 million in the nine months ended September 30, 2019 to RMB509.0 million (US$75.0 million) in the nine months ended September 30, 2020, of which 72.3%, 75.0%, 74.9% and 76.5% were recurring revenues in the same periods, respectively. In 2018 and 2019, we incurred net loss of RMB155.5 million and RMB183.5 million (US$27.0 million), respectively. In the nine months ended September 30, 2019 and 2020, we incurred net loss of RMB129.6 million and RMB203.7 million (US$30.0 million), respectively. Factors Affecting our Results of Operations Our business and results of operations are affected by China's overall economic conditions and structural transformations, especially the development of telecommunications industry and Table of Contents INDUSTRY OVERVIEW The information presented in this section has been derived from an industry report commissioned by us and prepared by China Insights Consultancy Limited, an independent research firm, regarding our industry and our market position in China. We refer to this report as the CIC report. Overview of China's Cloud-based Communications Industry Advantages over traditional communications solutions In recent years, there have been significant changes in how people communicate and collaborate in business scenarios. Traditionally, business personnel communicated primarily through devices such as telephones through private branch exchanges, or PBXs. As business communications and collaboration increasingly take place across scattered locations, via diverse devices, and through multiple channels, traditional solutions dependent upon on-premise hardware and infrastructure have become inadequate and inefficient. With fundamental advances in internet and cloud technologies, cloud-based communications solutions have emerged and continue to be increasingly widely-adopted. Cloud-based communications solutions have the following advantages over traditional communications solutions. Scalability. Cloud-based communications solutions enable enterprises to access multiple telecommunications resources on-demand based on their actual communications needs. Enterprises can also scale up cloud-based communications solutions as needed much more easily, as opposed to the significant expenditures and downtime that legacy systems incur when deploying capabilities and resources. Flexibility. Cloud-based communications solutions can be deployed and upgraded quickly with minimal disruptions to enterprises' daily operations and can be easily integrated with other business systems and applications. Multi-terminal capability. Cloud-based communications solutions can work well with various terminals, including mobile devices such as smartphones and tablets, which makes mobile work and remote work more efficient. Cost efficiency. While traditional communications solutions generally require substantial upfront investment in hardware installation and infrastructure construction and are expensive to maintain, cloud-based communications solutions can be deployed without significant initial costs, thus lowering the barrier to adoption. Intelligence. As business communications and collaboration have grown more sophisticated, advanced cloud-based communications solutions with AI-powered and data-driven functionalities can help enterprises further improve efficiency and save costs. Categorization of cloud-based communications solutions Cloud-based communications solutions consist primarily of CPaaS, cloud-based CC and cloud-based UC&C. CPaaS solutions offer application programing interfaces, or APIs, and software development kits, or SDKs, to embed messaging, voice call, audio and video, instant messaging, or IM, and other communications capabilities into enterprises' applications, services or business processes. Cloud-based CC solutions enable enterprises to manage multi-channel customer interactions holistically with lower costs and enhanced efficiency. (3)Includes spending through both CPaaS solutions and traditional communications solutions, assuming that all A2P SMS and enterprise voice call services facilitated through traditional solutions are replaceable by cloud-based solutions. (4)Assumes that all traditional CC solutions are replaceable by cloud-based solutions. (5)Assumes that there would be approximately six seats per 1,000 people in China, that the number of human agents needed for each seat is 1.5 and the average annual salary for human agents is RMB42,000, and that AI-enabled cloud-based CC solutions save 80% of the costs as compared to CC solutions supported by human agents. (6)Assumes that all traditional UC and VC solutions are replaceable by corresponding cloud-based solutions. (7)Includes other video solutions for use cases such as online bank account registration, online real-time insurance verification, tele-medicine, and online and offline collaborative teaching, leveraging real-time audio and video technologies. Source: CIC report Key drivers of China's cloud-based communications industry According to the CIC report, the following factors are expected to drive the growth of China's cloud-based communications industry. Macro tailwinds. The maturity of China's network and upstream industry infrastructure has enhanced the stability and security of cloud computing, laying a solid foundation for the development of China's cloud-based communications industry. In addition, according to the CIC report, China's IT spending is expected to maintain robust growth and is forecasted to grow from RMB3.1 trillion in 2019 to RMB5.6 trillion in 2024 at a CAGR of 12.2%. Cloud migration. According to the CIC report, IT spending on communications, which amounted to RMB1,348.7 billion in 2019, represents the largest IT spending category in China; meanwhile, the penetration rate of cloud-based communications in China, calculated by the market size of cloud-based communications industry in terms of revenues divided by the total communications spending, was only 2.7% in 2019. As enterprises in China undergo digital transformation with an increasing focus on improving efficiency and saving costs, the penetration rate is expected to reach 5.4% by 2024. Demand for intelligent communications. The advancements of AI and big data technologies, as well as their capabilities of providing targeted services, improving operational efficiency and reducing labor costs, have led to enterprises' growing demand for intelligent communications. AI and big data capabilities are becoming a more prominent differentiator in cloud-based communications vendors' service levels. Democratization of video communications. Video solutions are expected to gain popularity rapidly and be applied to more innovative use cases across various industries. Moreover, stable, smooth and cost-effective transmission of high-resolution video enabled by 5G technologies will bring massive commercialization opportunities for video communications. Favorable regulatory environment. The Chinese government has introduced and implemented policies and regulations that encourage the adoption of cloud computing, AI, Table of Contents big data and other information technologies, which in turn facilitates the continued development and broad application of cloud-based communications services. Competitive landscape of China's cloud-based communications industry The cloud-based communications industry in China is highly fragmented and competitive. By service capability, China's cloud-based communications vendors can be broadly divided into two major categories, including (1) single-capability vendors which focus on only one specific type of cloud-based communications service, with such service contributing over 75% of total revenues, and (2) multi-capability vendors which offer a wide range of cloud-based communications services. According to the CIC report, Ronglian is the largest multi-capability cloud-based communications vendor in China as measured by revenues in 2019, excluding ICT vendors which focus primarily on providing infrastructure, equipment and devices in relation to information and communications technologies. Ronglian is also the only one-stop cloud-based communications vendor in China with a full suite of solution offerings, according to the same source, covering all of the CPaaS, cloud-based CC and cloud-based UC&C solutions. In addition, compared to foreign vendors, China's domestic vendors are better positioned to address Chinese enterprises' specific needs with cloud-based communications solutions, as domestic vendors understand better the needs and application scenarios of the China market, and Chinese enterprises may prefer to work with them. Key success factors in China's cloud-based communications industry According to the CIC report, success in China's cloud-based communications industry depends primarily on the following factors. Comprehensive and synergetic product portfolio. According to the CIC report, enterprises' demands for integrated communications solutions are rapidly increasing. For example, incorporating IM as well as audio and video functions into CC solutions can largely improve end users' experience. Integration of UC&C and CC solutions can enhance operational efficiency by unifying intra- and extra-organizational communications. Industry participants with comprehensive and synergetic product portfolios are well-positioned to capture this market opportunity and outperform other competitors. In addition, comprehensive offerings serving diverse communications needs is essential for growing customer base and cross-selling to existing customers. Ability to continuously innovate products and services. The cloud-based communications industry in China is fast evolving. In particular, the development of AI and video technologies enhances the capabilities of cloud-based communications and enables more use cases. The ability to continuously innovate leveraging new technological advances is critical for industry participants to excel in the evolving dynamics. Vertical expertise in developing industry-specific solutions. Cloud-based communications vendors with vertical expertise can penetrate expediently in that industry leveraging their sector knowledge and insights. The efforts and capital investments required in serving one vertical market, especially industries with complex customization requirements such as financial services and energy, can create competitive advantages. Strong brand recognition. A strong brand recognition with a proven track record of high-quality solutions and services plays an important role in attracting new customers and retaining existing ones. Effective go-to-market strategy. Effective sales and marketing efforts is vital for expanding market share in China's cloud-based communications industry. Apart from direct sales, Table of Contents indirect sales through mobile network operators, distributors, system integrators and other channel partners is widely adopted by industry participants, and therefore, the ability to maintain and further develop these indirect sales channels also contributes to the market presence. Overview of China's CPaaS Market Categorization of CPaaS market CPaaS solutions provide communications capabilities, such as A2P SMS, voice call, audio and video, and IM, in the form of APIs and SDKs. Enterprise customers and developers can directly use these pre-built tools to integrate communications capabilities into their business systems and applications. Category Definition Application Scenarios Pricing Model A2P SMS Programmable SMS allowing enterprises or APPs to send messages to mobile users using APIs or SDKs. Authentication code Marketing message Appointment reminder Text notification Recurring: based on usage (volume of messages sent) Voice Call Programmable voice services that offer the ability to make, receive and monitor voice calls via APIs or SDKs. Voice authentication code Voice notification Virtual intermediary phone number Recurring: based on usage (duration of calls) Audio and Video Audio and video services in the form of APIs or SDKs that can be embedded in mobile, web, and desktop applications to develop real-time voice, video, and interactive live streaming functions. Group gaming Online education Live streaming Recurring: based on usage (amount of time users spent on APPs that deploy vendors' APIs or SDKs, number of users, or number of visits) IM and Others Services enabling the real-time exchange of messages in APPs or systems via the internet. The others sector includes services cooperated with mobile network operators, AI-based PaaS products, etc. Private chat Group chat Document sharing Recurring: based on usage (volume of IM messages sent, number of active users of APPs that adopt vendors' IM APIs and SDKs) Market size of China's CPaaS market According to the CIC report, the size of China's CPaaS market in terms of revenues increased from RMB13.4 billion in 2015 to RMB23.9 billion in 2019 at a CAGR of 15.6%, and is expected to Source: CIC report Competitive landscape of China's CPaaS market In China, all telecommunications resources are distributed among and managed by three major mobile network operators and their provincial branches. Therefore, the core capability of CPaaS solutions lies in CPaaS vendors' ability to leverage telecommunications resources sufficiently to ensure full-coverage telephone number and call connection resources. In addition, a CPaaS vendor's competitive position also hinges on its operational capability to ensure full compliance with China's telecommunications laws and regulations and mobile network operators' requirements, and on its technological capability to ensure consistently high-quality services. According to the CIC report, Ronglian is a leading vendor in China's CPaaS market as measured by revenues generated from CPaaS solutions in 2019. Premised on extensive collaborations with all three mobile network operators in China and different provincial branches of these operators, Ronglian has access to a comprehensive coverage of nationwide telecommunications resources, and can consolidate them effectively to offer diversified CPaaS solutions for enterprises across all sizes and various industries. Ronglian also provides easy-to-use CPaaS APIs with high stability, as exemplified by its industry-leading delivery rate of over 99% for A2P SMS. Participants of China's CPaaS market also include internet companies, SMS-focused vendors and others, according to the CIC report. Internet companies, such as Alibaba, provide telecommunications resource-related services primarily to enterprises in their ecosystem. SMS-focused vendors rely heavily on standardized basic A2P SMS, with limited product diversity and customization capability and therefore relatively low gross margins. Other CPaaS vendors focus primarily on one particular business segment and have low levels of product diversity. Table of Contents our total revenues both in absolute amount and as a percentage of total revenues in the years/periods indicated. Year Ended December 31, Nine Months Ended September 30, 2018 2019 2019 2020 RMB % RMB US$ % RMB % RMB US$ % (in thousands, except for percentages) CPaaS Text messaging 167,859 33.5 234,745 34,574 36.1 145,321 34.1 177,533 26,148 34.9 Voice calls 60,285 12.0 67,129 9,887 10.3 43,240 10.1 43,034 6,338 8.5 Jointly-operated CPaaS 15,817 3.2 21,624 3,185 3.3 14,289 3.4 17,477 2,574 3.4 IoT 8,014 1.6 20,979 3,090 3.2 12,700 3.0 29,832 4,394 5.9 Others 3,228 0.6 780 115 0.1 674 0.2 1,675 246 0.3 Subtotal 255,205 50.9 345,257 50,851 53.1 216,224 50.7 269,553 39,701 53.0 Cloud-based CC Recurring(1) 107,422 21.4 142,511 20,990 21.9 103,261 24.2 120,079 17,686 23.6 Project 21,777 4.3 31,082 4,578 4.8 17,753 4.2 33,571 4,944 6.6 Subtotal 129,199 25.8 173,593 25,567 26.7 121,014 28.4 153,650 22,630 30.2 Cloud-based UC&C 111,931 22.3 123,165 18,140 18.9 82,843 19.4 81,824 12,051 16.1 Other services 5,154 1.0 8,267 1,218 1.3 6,205 1.5 3,970 585 0.8 Total revenues 501,489 100.0 650,282 95,776 100.0 426,286 100.0 508,998 74,967 100.0 Table of Contents Overview of China's Cloud-based CC Market Comparison with on-premise CC Cloud-based CC has the following advantages over on-premise CC. Omni-channel. Unlike on-premise CC where enterprises rely on different devices or systems, leveraging cloud-based CC, contact center agents can employ a unified user interface to interconnect with customers through multiple channels such as telephony, e-mail and live chat. Intelligence. Cloud-based CC can incorporate AI technologies to automate certain tasks that used to be completed by human agents, thereby improving efficiency and saving labor costs. It can also evaluate the performance of contact center agents with the assistance of big data technologies and enable informed customer service and acquisition efforts. Compatibility. Cloud-based CC can be integrated with an enterprise's client relationship management, or CRM, system, and use the CRM system to complement its customer interaction functions. Scalability. While enterprises using on-premise CC are often constrained to the limited storage and computing resources within their on-premise hardware and infrastructure, enterprises which utilize cloud-based CC have on-demand access to a large pool of resources by virtue of its cloud infrastructure. Categorization of cloud-based CC market Cloud-based CC solutions comprise the provision of routing services (intelligent routers and interactive voice response menus), AI robot services, human agent services, supporting and monitoring services and CRM integration, both through phone calls and over the internet. Market size of China's cloud-based CC market According to the CIC report, the size of China's cloud-based CC market in terms of revenues increased rapidly from RMB2.3 billion in 2015 to RMB8.3 billion in 2019 at a CAGR of 37.1%, and is expected to reach RMB35.8 billion in 2024, representing a CAGR of 34.1% from 2019 to 2024. By service model, cloud-based CC solutions can be divided into cloud-based CC on a project basis using private cloud deployment and cloud-based CC on a recurring basis using public cloud deployment. cloud-based CC on a recurring basis is expected to grow at a CAGR of 51.6% from 2019 to 2024, faster than cloud-based CC on a project basis, primarily driven by increases in both the number of contact center seats and the average price per seat. The total number of contact center seats in China was 3.5 million in 2019 and is expected to reach 7.5 million in 2024, representing a CAGR of 16.6%. Seats for cloud-based CC on a recurring basis as a percentage of total contact center seats is expected to grow from 31.9% in 2019 to 53.6% in 2024. The average price per seat is also expected to experience a stable growth as more functions, especially AI-enabled functions, are added to address enterprises' evolving demands. Source: CIC report Competitive landscape of China's cloud-based CC market According to the CIC report, major players in China's cloud-based CC market primarily include: (1) CC-related hardware vendors, which are currently shifting their focus towards cloud-based CC, (2) CC-focused integrators, which are large in numbers but only serve certain large enterprises and have relatively low product capability, and (3) vendors focused on cloud-based CC on a recurring basis which offer primarily standardized solutions using public cloud deployment for enterprises with general communications needs. According to the CIC report, Ronglian is the only cloud-based CC vendor in China which supports both public and private cloud deployment with a full suite of solution offerings. In addition to standardized solutions targeting small- to medium-sized enterprises, Ronglian also serves large enterprises with industry-specific solutions, leveraging its feature-rich solutions and industry-leading service level. Overview of China's Cloud-based UC&C Market Comparison with on-premise UC&C Compared to on-premise UC&C which are established through on-site devices, such as fixed-line telephones, PBXs, and video conferencing terminals, cloud-based UC&C is characterized by the following key benefits. Location-free. Benefited from its cloud infrastructure and software-centric nature, cloud-based UC&C enables frictionless communications and collaboration experience across scattered worksites, or even employees' own homes. Cloud-based UC&C also supports mobile access via smartphones and tablets. Compatibility. Built as an open platform, cloud-based UC&C allows integration with existing hardware infrastructure and other business collaboration systems, such as enterprise resource planning, or ERP, system, office automation, or OA, system and CRM system, which minimizes business interruptions at adoption and greatly improves enterprises' operational efficiency. Table of Contents Intelligence. Cloud-based UC&C also supports various composable functional modules to offer diverse AI-powered and data-driven services, such as internal knowledge base management and data visualization. Categorization of cloud-based UC&C market Cloud-based UC&C solutions consist of UC, VC and other video solutions, each with increasingly broad application scenarios. Category Definition Application Scenarios Pricing Model UC IM-based solutions encompassing collaborative applications and systems required for individuals or groups to interact, coordinate and share information in real time; can embed OA, CRM, ERP and other operational systems, and can be integrated with on-premise hardware. Group chat File sync and archiving Project (private cloud): license fees plus service fees Recurring (public, hybrid or private cloud): based on usage and services selected VC Solutions that support the transmission of image, voice, and data among individuals or groups at different sites; usually provided as a software package that can be integrated into personal computers, smartphones and tablets. Video conferencing Remote employee training Remote employee management Project (private cloud): license fees plus service fees Recurring (public, hybrid or private cloud): based on capacity such as number of virtual conferencing rooms and number of participants Other Video Solutions Mainly include the adoption of real-time audio and video technologies to streamline business operations. Online bank account registration Online real-time insurance verification Telemedicine Online and offline collaborative teaching Field services Project (private cloud): license fees plus service fees Recurring (public, hybrid or private cloud): based on usage and services selected Market size of China's cloud-based UC&C market According to the CIC report, the size of China's cloud-based UC&C market in terms of revenues increased steadily from RMB0.6 billion in 2015 to RMB3.5 billion in 2019 at a CAGR of 58.2%. Driven by continuous technological advances and enterprises' growing demands for efficient and consistent working experience, the market size is expected to further increase to Table of Contents The following table sets forth the breakdown of our cost of revenues by service type both in absolute amount and as a percentage of total cost of revenues in the years/periods indicated. Year Ended December 31, Nine Months Ended September 30, 2018 2019 2019 2020 RMB % RMB US$ % RMB % RMB US$ % (in thousands, except for percentages) CPaaS Text messaging 136,843 43.7 202,574 29,836 52.9 120,933 48.3 156,794 23,093 51.8 Voice calls 48,288 15.4 40,674 5,991 10.6 27,909 11.2 31,460 4,634 10.4 Jointly-operated CPaaS 1,692 0.5 2,874 423 0.8 2,379 1.0 803 118 0.3 IoT Others 578 0.2 252 37 0.1 40 0.0 Subtotal 187,401 59.9 246,374 36,287 64.3 151,259 60.5 189,058 27,845 62.5 Cloud-based CC Recurring 56,636 18.1 64,302 9,471 16.8 45,139 18.0 50,646 7,459 16.7 Project 729 0.2 8,799 1,296 2.3 7,033 2.8 17,313 2,550 5.7 Subtotal 57,365 18.3 73,101 10,767 19.1 52,172 20.8 67,959 10,009 22.4 Cloud-based UC&C 62,898 20.1 56,779 8,363 14.8 41,794 16.7 42,377 6,242 14.0 Other services 5,327 1.7 6,614 973 1.8 5,015 2.0 3,280 483 1.1 Total cost of revenues 312,991 100.0 382,868 56,390 100.0 250,240 100.0 302,674 44,579 100.0 Source: CIC report Competitive landscape of China's cloud-based UC&C market According to the CIC report, China's UC&C market is developing towards cloud-based, software-centric solutions. In addition, due to the proliferation of complimentary IM applications, such as DingTalk and WeChat Work in China, and enterprises' increasing demand for multi-capability cloud-based UC&C solutions, IM-focused vendors can hardly acquire large market shares. Moreover, video capability is expected to play a more important role in cloud-based UC&C as it is applied to more use cases. Therefore, the ability to address enterprises' diverse needs and vertical expertise in developing industry-specific solutions are the key to success in China's cloud-based UC&C market. Ronglian provides standardized, multi-capability solutions that incorporate both IM and video functions, according to the CIC report. Ronglian also offers UC&C solutions in the form of readily available functional modules, which can integrate or be integrated into other applications and systems, allowing for the flexibility to address the diverse communications and collaboration needs of enterprises across various industries, including energy, financial services, insurance and industrial manufacturing. In addition, Ronglian has proven capabilities in providing industry-specific video solutions, e.g., for financial services and education industries. Overview of China's Cellular IoT Market Opportunities for China's cellular IoT market Internet of Things, or IoT, devices can be connected to cellular network through cellular IoT platforms using SIM cards. With ultra-low latency and improved capacity enabled by 5G technologies, IoT is expected to embrace tremendous commercialization opportunities across various industries, such as smart city, smart agriculture, smart wearable, and new retail. (1)Includes cloud-based CC solutions deployed primarily on public cloud, for which we charge a combination of seat subscription fees and related resource usage fees. Gross profit Our gross profit was RMB188.5 million, RMB267.4 million (US$39.4 million), RMB176.0 million and RMB206.3 million (US$30.4 million) in 2018, 2019 and the nine months ended September 30, 2019 and 2020, respectively. Our overall gross profit margin was 37.6%, 41.1%, 41.3% and 40.5% in the same periods, respectively. The following table sets forth a breakdown of our gross profit and gross profit margin. Year Ended December 31, Nine Months Ended September 30, 2018 2019 2019 2020 RMB % RMB US$ % RMB % RMB US$ % (in thousands, except for percentages) CPaaS 67,803 26.6 98,884 14,564 28.6 64,965 30.0 80,495 11,856 29.9 Cloud-based CC(1) 71,834 55.6 100,492 14,801 57.9 68,842 56.9 85,691 12,621 55.8 Cloud-based UC&C 49,034 43.8 66,386 9,778 53.9 41,049 49.6 39,447 5,810 48.2 Other services (172 ) (3.4 ) 1,652 243 20.0 1,191 19.2 690 102 17.4 Total 188,498 37.6 267,414 39,386 41.1 176,046 41.3 206,324 30,388 40.5 Table of Contents Cellular IoT brings new business for cloud-based communications vendors in developing and managing IoT platforms, which empowers connected IoT devices with cloud-based applications and services, such as connection management, device management and data analysis. Market size of China's cellular IoT market China is the largest cellular IoT market globally as measured by the number of cellular IoT devices. In 2019, there was approximately 1,169.3 million cellular IoT devices in China, representing 87.7% of cellular IoT devices worldwide. The number of cellular IoT devices in China is expected to reach 2,564.0 million in 2024, representing a CAGR of 17.0% from 2019 to 2024. On the other hand, revenues from cellular IoT platforms in China in terms of data charge increased from RMB6.0 billion in 2016 to RMB23.3 billion in 2019 at a CAGR of 57.1%, and is expected to reach RMB52.2 billion in 2024, representing a CAGR of 17.5% from 2019 to 2024. Competitive landscape of China's cellular IoT market Major cellular IoT service vendors in China include mobile network operators, communications vendors and internet companies, according to the CIC report. Cellular IoT presents an organic cross-selling opportunity for communications vendors such as Ronglian. (8)Ranking excludes ICT vendors whose business primarily focuses on infrastructure, equipment and devices in relation to information and communications technologies. See "Industry Overview" for more detail. Table of Contents 2019, we incurred net loss of RMB155.5 million and RMB183.5 million (US$27.0 million), respectively. In the nine months ended September 30, 2019 and 2020, we incurred net loss of RMB129.6 million and RMB203.7 million (US$30.0 million), respectively. Market Opportunity China's cloud-based communications industry had a total market size of approximately RMB35.7 billion in 2019, and is expected to increase at a CAGR of 23.3% to approximately RMB101.5 billion in 2024, according to the CIC report. In particular, the sizes of cloud-based CC market and cloud-based UC&C market in terms of revenues are expected to enjoy premium-to-market growth at a CAGR of 34.1% and 49.3%, respectively, from 2019 to 2024, according to the CIC report. We believe that the future growth in China's cloud-based communications industry will primarily be attributable to the following opportunities. Macro tailwinds in China. China's IT spending is expected to experience solid growth from RMB3.1 trillion in 2019 to RMB5.6 trillion in 2024 at a CAGR of 12.2%, according to the CIC report. This trend, accompanied by the availability of fiber internet, development in 5G technologies, and high penetration rates of smart devices, lays a solid foundation for the rapid adoption of cloud technologies in China. In addition, China's economy is expected to undergo structural changes under which emerging industries with an emphasis on operating efficiency and high productivity, such as internet, technology, education, and consumer and retail, are expected to gradually play more prominent roles compared to traditional labor-intensive industries. Trend toward cloud-based communications. Compared to developed countries such as the United States, the application of cloud technologies to enterprise communications in China remains nascent, which enables ample room for growth. Moreover, according to the CIC report, the traditional hardware-based communications systems of many enterprises are fast approaching the tail-end of their three-to-five-year product cycle. We believe these enterprises are increasingly inclined to adopt cloud-based, software-centric communications solutions as they upgrade their systems, for lower upfront investment, easy and fast deployment, flexible integration and scalable adaption to evolving business environment. Adoption of AI technologies. AI technologies are rapidly growing across a variety of industries in China, primarily due to their ability to optimize core business processes, boost operational efficiency, enable better service offerings, and reduce labor costs. Consequently, enterprises in China which are traditionally reluctant to spend on technology solutions are increasingly stepping up their investments in IT systems, including cloud-based communications systems that integrate AI technologies, to improve their operating results. New use cases enabled by video technologies. The development of video and other new technologies has generated new use cases for cloud-based communications across various industries, such as "virtual counter" for financial transactions and quality control in industrial manufacturing, which in turn presents enormous growth opportunities for industry participants. Fragmented industry with significant potential for consolidation. China's communications industry is highly fragmented, consisting primarily of many local players, according to the CIC report. Market players often find it difficult to scale their operations due to the hardware-oriented nature of traditional non-cloud communications systems, as well as the dominance of regional mobile network operators. The software-centric nature and scalability of cloud-based communications solutions, however, are well-suited to resolve these difficulties and allow easy and scalable deployment across different geographical locations and industries. Market players with a focus on applying cloud technologies to enterprise communications and with established (4)Ranking excludes ICT vendors whose business primarily focuses on infrastructure, equipment and devices in relation to information and communications technologies See "Industry Overview" for more detail. Table of Contents We continuously focus on innovating our technologies and products to ensure that we stay ahead of our customers' rapidly evolving needs for efficient, targeted and high-quality communications solutions. For example, in addition to the video-conferencing capabilities, we have made new use cases possible for RongVideo across various industries, such as "virtual counter" for financial transactions and quality control in industrial manufacturing. We have also introduced RongVideo for live streaming, where enterprises can conduct marketing activities and internal trainings through their own "broadcast studios". As of September 30, 2020, we had a research and development team of 400 members, accounting for 34.2% of our total employees. Our research and development team closely collaborate with our customer-facing sales team to collect and analyze latest customer feedback and design new and enhanced features that cater to evolving customer needs. Highly scalable business model We operate a highly scalable business model with significant potential for improvement in customer lifetime value and profit margin. The robust cloud infrastructure of our solutions allows customers to scale rapidly to serve bulk communications needs. We also enable our customers to improve the features and functionalities of their communications by offering hundreds of APIs and SDKs that can be easily deployed and integrated as building blocks. Moreover, we have implemented a "land and expand" strategy by which we encourage our customers to explore and expand into other solutions leveraging our multi-capability offering mix. In 2018 and 2019, approximately one-third of our large-enterprise customers had employed more than one category of our solutions, which increased to 37.9% in the nine months ended September 30, 2020. We believe there is considerable cross-selling and up-selling potential as customers tend to stay with us due to the critical role our solutions play in their business operations. While CPaaS business is currently our largest source of revenues, we are in the process of strategically shifting our product offering mix towards cloud-based CC solutions and cloud-based UC&C solutions which demonstrate higher profit margins. In addition to maximizing the lifetime value of the same customer, we are also able to rapidly scale our business among new customers within the same industry. For certain industry-specific solutions, as we serve more customers from the same industry, we can minimize marginal costs and achieve greater economies of scale leveraging replicable technology infrastructure and experience. To date, we have accumulated extensive experience in serving enterprises from various industries, including internet, telecommunications, financial services, education, industrial manufacturing and energy. Omni-channel and effective sales capabilities Our omni-channel and effective sales and marketing capabilities are designed to attract customers from a variety of online and offline channels, contributing to our ability to attract and retain a diverse and sizeable customer base. As of September 30, 2020, we had a sales and marketing team of 471 members with an average of approximately nine years of relevant experience. The sales and marketing team primarily targets large enterprises from various industries with complex communications requirements. Leveraging their sales expertise and in-depth understanding of customer needs, our sales and marketing team has a strong cross-selling and up-selling track record, which we believe has contributed to customer retention and customer lifetime value. We had also established sales representative offices in over 20 cities distributed across China as of September 30, 2020, to effectively capture and accommodate under-addressed communications needs. Our extensive collaborations with mobile network operators, distributors and system integrators enable us to expand among enterprises of all sizes and verticals with optimal efficiency. Table of Contents We collaborate with all three major mobile network operators in China and have entered into business agreements with a number of provincial branches of these operators, whose business operations cover all geographical areas in China. Through the collaborations, we can effectively capitalize on their nationwide sales and marketing capabilities. We also work with various distributors and system integrators to expand our market reach in a cost-efficient manner. We maintain an online presence with detailed presentations of our solutions and multiple self-service purchase options, which has been proven effective in attracting customers, especially small- to medium-sized enterprises seeking relatively standardized products. We also organize and participate in various industry events to initiate and reinforce business collaborations leveraging effective in-person sales efforts. Diverse and loyal customer base We have developed a large and diverse customer base of enterprises of all sizes and various industries, such as internet, telecommunications, financial services, education, industrial manufacturing and energy. As of December 31, 2018 and 2019 and September 30, 2020, we served 125, 152 and 173 large-enterprise customers, respectively. We believe our capabilities in attracting and retaining these large-enterprise customers rest on our ability to develop and offer industry-specific features and functionalities that satisfy their disparate needs and complex internal deployment and integration requirements. We also serve small- to medium-sized enterprises leveraging our comprehensive business portfolio and ready-to-use solution deployment. For solutions that we offer on a recurring basis, including CPaaS and cloud-based CC solutions deployed primarily on public cloud, we achieved a dollar-based net customer retention rate of 135.7%, 102.7% and 94.7% in 2018, 2019 and the nine months ended September 30, 2020, respectively. We served 160, 193 and 128 customers for our project-based solutions in 2018, 2019 and the nine months ended September 30, 2020, respectively. We have developed a superior customer support and success system designed to drive customer satisfaction and expand cross-selling and up-selling opportunities. Our customer support team is dedicated to improving customer experience at each step from pre-sale consultations to post-sale support and services, through 24/7/365 live chat and phone support. For smaller customers, we offer various self-service options on our websites, including a complimentary knowledge base with detailed documentation and sample codes. We believe high customer satisfaction and close customer relationship can keep us posted of their honest feedback and evolving communications needs, which drives innovation and facilitates more targeted services to further increase customer loyalty. Growth Strategies Aligned with our mission, we intend to continuously innovate and expand our solutions to empower the digital transformation and integration in modern enterprises seeking to enhance their operational productivity. To this end, we intend to leverage our existing strengths and pursue the following strategies. Continuously innovate our solutions and capture new growth opportunities We intend to continue to invest in research and development to remain at the forefront of the cloud-based communications industry and drive the digital transformation and integration in the enterprise management of customer relations, operational services and industrial manufacturing. We intend to focus on AI and video technologies and incorporate these technologies to improve the operational productivity and user experience for customers in innovative use cases and evolving business realities. Table of Contents In addition, we intend to deepen our current solution offerings by developing subscription-based video solutions and intelligent solutions targeting large enterprises. We also intend to launch products with industry-tailored modules and functions to best serve customers' diverse industry-specific needs. Furthermore, we believe that 5G and IoT technologies will revolutionize enterprise communications and will drive significant growth opportunities in the cloud-based communications industry. To capitalize on these opportunities, we announced our IoT initiatives in 2017 and plan to continue to introduce more products and services to support customer demands for various IoT applications. To support continuous innovation, we intend to continue to invest in and expand our research and development team and foster a corporate culture of innovation that attracts and retains top talents. Continuously optimize our product offering mix Leveraging our in-depth understanding of China's cloud-based communications industry, we have developed a comprehensive portfolio of solutions which satisfies our customers' diverse communications needs. We intend to continue to optimize our product offering mix by focusing more heavily on solutions with higher profit margins, such as cloud-based CC solutions and cloud-based UC&C solutions, echoing the structural shift in the industry towards more sophisticated solutions as the industry and target markets grow and mature. We also intend to promote solutions that we offer on a recurring basis to more customers so as to lower customer acquisition costs and improve profit margins. Expand sales to existing customers The constantly evolving communication needs of our customers present a significant opportunity for us to expand sales to our existing customers. To that end, we intend to strengthen our sales efforts in cross-selling and up-selling our solutions. We will also leverage our comprehensive business portfolio and feature-rich solutions to provide enterprises with integrated communications solutions, covering both cloud-based CC and cloud-based UC&C, to help them enhance operational efficiency by unifying intra- and extra-organizational communications. We also intend to optimize our incentive structure to encourage our sales and customer support teams to actively and regularly interact with existing customers, in order to identify changes in customer needs that would enable us to more effectively cross-sell and up-sell our solutions. Grow customer base We believe our current customer base only represents a small fraction of our total addressable market in China. Enterprises in China are going through digital transformation to replace their hardware-based legacy communications systems with cloud-based communications solutions, according to the CIC report. We intend to strengthen our direct sales capabilities to cover more key accounts and tap into more industries. In addition, leveraging our accumulated industry expertise, we intend to serve more customers from similar industries to lower the additional costs in industry customization as we scale, with a focus on financial services, industrial manufacturing, energy, education and government sectors. We also intend to strategically establish business relationships with enterprises in second- and lower-tier cities to capitalize on the increasing penetration of cloud-based communications solutions into these areas. Moreover, we plan to collaborate with an increasing number of channel partners, especially the mobile network operators' local branches, to further expand our geographical coverage in China. Table of Contents We intend to continue to build and enhance our brand awareness and influence in China's cloud-based communications industry through omni-channel marketing campaigns. We also plan to organize and participate in more industry events to showcase our products and technologies. Selectively pursue strategic alliances and acquisitions We intend to continue to selectively pursue strategic alliances and acquisitions to reinforce our market leadership and further expand our customer base, solution portfolio and sales channels. Our growth has been fuelled by several strategic acquisitions and alliances at different stages of our development. For example, after commencing CPaaS platform operations, we expanded into other cloud-based communications solutions through acquisitions of Ronglian Qimo. In November 2020, we entered into a non-binding term sheet to acquire a company that develops certain cloud-based CC solutions. We believe our experience will help us identify and pursue suitable alliance and acquisition targets in the future. We plan to carefully evaluate investment, acquisition or strategic alliances which may arise in the future. Explore new markets overseas Leveraging our proprietary solutions and operational expertise accumulated in China, we are exploring business opportunities overseas to unlock new growth opportunities. We established our first overseas subsidiary in Japan and plan to further expand our operations into select overseas markets in Southeast Asia. We believe that the communications needs in these countries and regions are currently underserved by local service providers, and our cloud-based communications solutions can be readily deployed to develop and grow customer base. We plan to work closely with mobile network operators with strong local presence and rich telecommunications networks. We also plan to establish an international sales team to better serve the increased demand from overseas markets. Value Propositions to Our Customers Our cloud-based communications solutions enable enterprises to transform their business operations with intelligent, efficient and effective intra- and extra-organizational communications. Our cloud-based communications solutions offer the following key benefits to our customers. Convenient on-demand access to telecommunications resources. Telecommunications networks have traditionally operated independently from the internet. Enterprises with large amounts of communications needs originating from their business operations often lack efficient and expedient access to the telecommunications resources, which are managed by the various mobile network operators, each serving a separate geographical region in China. Our solutions are designed to integrate these networks by pooling the telecommunications resources in our cloud-based infrastructure, centrally managing and distributing them to enterprises upon demand, thus allowing enterprises to access these resources at lower costs and with higher efficiency. One-stop communications solutions. Our solutions are designed to satisfy all of our customers' various communications needs from text messaging to high-quality audio and video conferencing, and from cloud-based contact centers designed for effective customer service and acquisition to large-scale, multi-format unified communications across scattered worksites. We believe our comprehensive portfolio of offerings save our customers the hassle of seeking multiple providers for different communications needs, making us the go-to one-stop destination for the disparate demands of enterprises of all sizes, industries and stages of cloud adoption. Intelligent communications. Leveraging our robust AI capabilities, we enable intelligent communications to help save labor costs, improve communications efficiency and achieve higher customer service quality and level of satisfaction. In particular, our AI-powered solutions greatly improve customer service effectiveness by automating certain tasks of contact center agents, monitoring service quality and offering real-time assistance. Our AI technologies also help our customers establish internal knowledge bases and deliver intelligent internal helpdesk services to streamline their business operations. Table of Contents and 2020, respectively. The fair values of the options granted are estimated on the dates of grant using the binomial option pricing model with the following assumptions used. Year Ended December 31, Nine Months Ended September 30, 2018 2019 2019 2020 Risk-free rate of return(1) 3.7% - 4.0% 2.5% - 2.9% 2.5% - 2.9% 1.67% Volatility(2) 45% - 50% 45% 45% 45% Expected dividend yield(3) 0% 0% 0% 0% Exercise multiple(4) 2.20 2.20 2.20 2.20 Fair value of underlying ordinary share US$1.14 - US$1.19 US$1.19 - US$1.36 US$1.19 - US$1.32 US$1.31 - US$1.68 Expiration terms(5) 1.5 years - 10 years 3 years - 10 years 10 years 10 years Table of Contents Easy, rapid and scalable deployment. Our solutions are software- and cloud-based, allowing for easy deployment and management across multiple locations and on multiple devices without substantial upfront investment in hardware and infrastructure. This software- and cloud-based nature also makes scalable deployment and upgrades possible as our customers expand their operations and communications needs. Seamless integration and flexible configuration. Our solutions feature various APIs and SDKs to enable voice, messaging and other communications functions, which can be readily embedded into our customers' business systems and applications and physical infrastructure as building blocks. We also allow customizable options where customers may select communications functions based on their specific needs without having to purchase pre-packaged bundle of solutions. Reliable customer experience. We have independently developed many of the core technologies underlying our solutions, which we believe enables consistently high service levels. In particular, our solutions are capable of maintaining stable and safe connections with over 99.95% uptime service level commitments even in cases of sudden spikes in the amount of simultaneous communications. In addition, our robust research and development capabilities and accumulated industry experience allow us to introduce new and enhanced features and functionalities to meet evolving customer needs amid dynamic market conditions. We also provide ongoing customer support and operation maintenance services to ensure superior customer experience. Our Solutions Our comprehensive solution offerings primarily include CPaaS, cloud-based CC and cloud-based UC&C. The following diagram sets forth a simplified presentation of our multi-capability solution offerings. Table of Contents CPaaS solutions Our CPaaS solutions are dedicated to allowing enterprises to access and utilize telecommunications resources with ease, efficiency and flexibility and in a way that suits their bespoke communications needs. Our customers typically have large intra- and extra-organizational communications needs, which are not often addressed efficiently under their traditional arrangements with China's mobile network operators. According to the CIC report, provincial branches of major mobile network operators in China typically do business as separate entities, which means enterprises with nationwide business operations and communications needs often must work with a number of such provincial branches concurrently. We enter into written agreements with mobile network operators to utilize their telecommunications resources. These agreements typically have a fixed term of one year and are automatically renewable upon expiration of the original terms unless otherwise indicated. These agreements generally require monthly payments calculated based upon fixed unit prices and number of text messages and minutes of voice calls we utilize, or provide pre-bundled telecommunications resources with fee caps. A smaller number of such agreements also contain minimum usage commitments. Leveraging our close collaborations with the various mobile network operators across China, we aggregate telecommunications resources from them and offer our customers our CPaaS platform with a wide range of modules in the form of APIs and SDKs to embed voice, messaging and other communications functions into their business systems and applications. Our CPaaS platform saves customers the costs of establishing and maintaining their own network infrastructure, and supports highly customizable communications experience with our feature-rich functional modules. Voice modules We offer over 160 voice modules that can be readily integrated into our customers' business systems and applications or directly employed through webpages, each enabling a specific voice function. For example, with a voice module integrating a "click-to-call" function into contact centers, our customers can make and receive bulk outbound and inbound calls without leaving their in-house business platforms. Our voice modules also enable various frequently used voice functions such as call routing, call forwarding, callback, mute and three-way calling. We also offer phone menu and IVR to automate certain contact center services. Moreover, our customers can implement effective performance management and cost control leveraging our voice modules, with functions such as call history downloading, call recording, call monitoring, agent online status query and fee calculation. In addition, our customers may utilize our voice module featuring "virtual intermediary phone number" function to preserve users' privacy without compromising efficient communications. For example, a food delivery platform may integrate this voice module into its mobile application, which enables delivery riders and consumers to call each other without revealing their real phone numbers. Messaging modules Our messaging modules can also be readily integrated into our customers' business systems and applications, allowing them to send instantaneous authentication codes, marketing messages, text notifications and other forms of messages as needed to a large number of their customers. Our messaging modules support multiple languages and are available in a variety of communications formats with features such as international text messaging and video messaging. Characterized by quality and stability, our messaging modules are capable of initiating bulk outbound text messaging to up to millions of end customers with low latency and high delivery rate. Prompted by the emergence of 5G technology, we are also actively exploring opportunities in the field of 5G-based rich communications suite to support more communications formats with our messaging modules. Table of Contents We believe our messaging modules can significantly improve the effectiveness of our customers' marketing and customer service activities. Pursuant to our collaborative arrangements with mobile network operators, we sometimes assist and support them in establishing and operating communications service platforms and share revenues with them. We are typically responsible for the design, implementation and maintenance of the platforms under these arrangements, while the mobile network operators offer telecommunications resources and refer customers. IoT related services We are dedicated to connecting devices, equipment and facilities with our IoT related services. Our customers can centrally manage SIM cards supplied by China's major mobile network operators, monitor usages and modify usage plans leveraging our services. Our IoT related services also have a broad range of applications across industries. For example, our customers can integrate our services into smart watches to enable connectivity, allowing parents to communicate with their children and live track their locations. Our IoT related services can also enable collaboration among various connected devices with minimum human interference. As of December 31, 2018, 2019 and September 30, 2020, our CPaaS solutions had over 6,800, 6,600 and 6,300 active customers. In 2018, 2019 and the nine months ended September 30, 2020, we achieved a dollar-based net customer retention rate of 131.2%, 103.5% and 98.2% for our CPaaS solutions, respectively. We charge our customers generally based on the number of text messages and call minutes facilitated through our CPaaS solutions. Cloud-based CC solutions Our cloud-based CC solutions empower enterprises with highly efficient and effective customer service and acquisition capabilities. Our cloud-based CC solutions include RongCC and 7moor Cloud. RongCC RongCC aims to replace large enterprises' legacy on-premise contact centers with cloud-based contact center solutions featuring enhanced agility, efficiency and compatibility. In addition to accommodating diverse customer service and acquisition interactions, RongCC serves as an integral part of an enterprise's overall business management capability, empowered by AI and big data technologies, to streamline human labor as well as collect and analyze operational data to enable informed decision-making. RongCC comprises a business management interface and a business intelligence interface. Through the business management interface, contact center agents can efficiently and conveniently communicate with customers via multiple channels, such as telephony, e-mail, live chat, text messaging, social media, webpage and mobile application. The business management interface also supports various communications formats, such as text, audio, video, emoji, graphic, document, or a combination of these formats. In addition to omni-channel access and multi-format communications, the business management interface also features a ticket tracking system and certain customer relationship management functions to help streamline contact center-related services. The business intelligence interface, leveraging AI technologies, enables contact center agents and their supervisors to monitor, collect and analyze data generated from RongCC to better understand their customers and evaluate their contact center performance. The following graphic is a screenshot of RongCC's user interface for live chat. Table of Contents RongCC enables enterprises, freed from cumbersome tasks associated with configuring, integrating, maintaining and upgrading their contact centers, to focus on what matters most to them their customers and business operations. We offer RongCC in the form of pre-built readily available functional modules, which can be configured based on our customers' needs, to achieve easy delivery and rapid deployment. RongCC can enhance our customers' service levels through the following key aspects. Solid infrastructure built upon comprehensive resources. We operate our own data centers and deploy our centrally-managed computing and storage resources and hosting and network equipment to ensure RongCC's stability and security. We have also made RongCC readily deployable by supporting the cloud computing platforms from China's major internet infrastructure service providers and providing abundant telecommunications resources to make on-demand access possible. Efficiency-enhancing functions empowered by AI. RongCC incorporates AI technologies and leverages accumulated data and models to automate certain tasks of an enterprise's contact center agents and deliver tailored experience to end customers, making it possible to not only greatly reduce the labor costs but also significantly enhance its ability to handle volume spikes. RongCC also monitors contact center agents' service quality, offers them real-time feedback on the effectiveness of the ongoing communications and suggests strategies and talking points. In addition, RongCC utilizes a set of proprietary algorithms that analyze information such as hold time, answer rate, and call durations to minimize telemarketing agents' unproductive time, thus optimizing the overall productivity of outbound telemarketing. Targeted telemarketing efforts enabled by big data. RongCC can collect and analyze information such as demographics, needs and pain points to formulate target customer profiles and provide insights into telemarketing efforts. RongCC also advises customer buying patterns across different channels and under various scenarios, enabling informed telemarketing campaigns. Table of Contents To address our customers' considerations of costs and information security, we offer different cloud deployment options for RongCC. Our customers may choose private cloud deployment to achieve enhanced information security while leaving ample room for customization. In addition, having no need of sharing resources with other enterprises, private cloud deployment enables contact centers with significant capacity and a large number of agents. We also support proprietary cloud deployment, through which our customers are able to leverage our cloud infrastructure to access exclusive but scalable computing resources in a cost-effective manner. To a lesser extent, we offer public cloud deployment for enterprises with relatively limited business scale and operation and maintenance capabilities. We offer certain RongCC solutions deployed on private clouds on a project basis, for which customers pay us by installment in accordance with agreed-upon project milestones. In 2018, 2019 and the nine months ended September 30, 2020, RongCC served five, 49 and 24 enterprises, respectively, on a project basis. We also offer certain RongCC solutions on a recurring basis for a combination of subscription and usage. We offer different subscription fee packages according to capacity and number of functional modules embedded. We also charge customers based on the number of call minutes facilitated. As of December 31, 2018 and 2019 and September 30, 2020, RongCC had 77, 97 and 91 active customers, respectively, on a recurring basis. 7moor Cloud 7moor Cloud is a standardized cloud-based contact center solution that strategically focuses on serving small- to medium-sized enterprises, many of which do not have a well-maintained contact center system. Centrally hosted on public clouds, our 7moor Cloud requires minimal upfront investments and can be deployed expediently, equipping small- to medium-sized enterprises with ready-to-use contact center capabilities without excessive costs. Consisting of mostly standard functional modules, 7moor Cloud enables omni-channel access and multi-format communications through its intuitive user interface which presents a unified display of various functions, including personal work record, ticket tracking, customer profile and knowledge base, allowing an enterprise's contact center agents to navigate with ease through various customer service and telemarketing issues. 7moor Cloud also offers various composable functional modules, such as business intelligence system and text-based customer service AI robots which includes general-purpose X-Bots and E-Bots specially tailored for e-commerce settings. 7moor Cloud, targeting enterprises that often lack independent business process management systems, is also a comprehensive solution with capabilities beyond contact center services. For example, enterprise can implement effective management of customer relations and sales and procurement leveraging 7moor Cloud. Catering to the needs of small- to medium-sized enterprises which often do not employ programming specialists, we have invested in the Application Platform as a Service version of 7moor Cloud, to empower non-specialists to customizably develop their own 7moor Cloud with pre-built toolkits. We primarily offer 7moor Cloud on a recurring basis for a combination of subscription and usage. As of December 31, 2018 and 2019 and September 30, 2020, 7moor Cloud had over 3,300, 4,800 and 5,700 active customers, respectively, on a recurring basis. In 2018, 2019 and the nine months ended September 30, 2020, we achieved a dollar-based net customer retention rate of 147.1%, 99.8% and 78.6%, respectively, for cloud-based CC solutions that we offer on a recurring basis, i.e., those deployed primarily on public cloud and for which we charge a combination of seat subscription fees and related resource usage fees. The dollar-based net customer retention rate for cloud-based CC solutions that we offer on a recurring basis decreased from 147.1% in 2018 to 99.8% in 2019, primarily because, as relevant PRC authorities Table of Contents took stringent government measures in 2019 to regulate the operation of P2P online lending platforms, we chose to voluntarily terminate certain transactions with existing customers in the online consumer finance industry to ensure compliance. The dollar-based net customer retention rate further decreased to 78.6% in the nine months ended September 30, 2020, primarily due to a decrease in the number of enterprise customers of smaller sizes that are less equipped to withstand the impact of COVID-19. Cloud-based UC&C solutions Our cloud-based UC&C solutions consist of primarily RongVideo as applied in a variety of settings and use cases, designed to satisfy the needs for reliable and interactive intra-organizational communications and collaboration through instant messaging and video conferencing. Leveraging our enterprise-grade video capability, RongVideo can support stable, smooth and high-quality video experience even in remote areas with weak network connections, enabling new use cases across various industries. Our RongVideo primarily offers the following benefits and features. Multi-format communications. Intra-organizational communications take various formats, such as text message, voice message, telecom-based call, internet-based call, video call, e-mail and document sharing. Traditionally, enterprises have adopted different software, hardware and platforms to implement these various formats of communications. RongVideo, however, serves as a unified business communications hub, allowing members within an enterprise to easily locate the contact information of other members via a comprehensive user address book and access these communications functions in one place. The following graphics are screenshots of RongVideo's user interface for different communications formats. Video conferencing. In addition to multi-format communications, RongVideo supports high-quality real-time video and audio feeds from multiple locations in formal settings to meet the need for video conferencing capability of large enterprises, especially state-owned enterprises and government agencies. Featuring a variety of hardware and terminals, RongVideo delivers reliable and interactive video-conferencing experience akin to conventional in-person conferences. RongVideo also provides various supporting functions, such as conference scheduling and virtual conference room management, through its intuitive user interface. Moreover, with live chat, document display, visual aids, active markups, interactive whiteboarding and desktop sharing alongside video feeds during conferences, RongVideo is conducive to more efficient and effective communications to create smoother conferencing and collaboration experience. Open platform. Our RongVideo can incorporate various business systems, such as an enterprise's official website, e-mail system, office automation system, enterprise resource Table of Contents planning system, human resource management system and financial reporting and management system, allowing users to access these distinct systems in one portal. It may also serve as an intra-organizational social networking platform where users can track the latest development of the enterprise and other members within the enterprise. In addition, enterprises can scale up RongVideo on demand by adding readily available functional modules provided by us or third parties. Compatibility. RongVideo is broadly compatible with an enterprise's existing software and hardware, allowing rapid deployment with minimal business interruptions. In addition, RongVideo can work well with a variety of terminals including PCs, smartphones and tablets to facilitate communications and collaboration across scattered locations, making remote work and mobile work possible. AI-enabled internal communications and collaboration. Leveraging our strong AI capabilities, RongVideo also manages a collaborative internal knowledge base encompassing an enterprise's collective experience and knowledge on IT, human resources, finance and administrative affairs. Knowledge management built upon RongVideo serves as an intelligent and automated internal helpdesk to help members within the enterprise tackle issues other members may have previously encountered or resolved. In addition to standardized solutions embedding these basic features, RongVideo supports customization and private cloud deployment to better serve large enterprises' heightened requirements on compatibility, stability and information security. Customizability. Large enterprises typically have multiple complicated business systems that often operate independently from each other. RongVideo, with its cloud-based infrastructure and rich features, is customizable upon our customers' specific requests to ensure compatibility and smooth integration with their existing business systems. Private cloud deployment. Large enterprises, especially stated-owned enterprises and government agencies, typically require private cloud deployment where the data and information generated from intra-enterprise communications are isolated and encrypted based on their customized needs for security and privacy. RongVideo's video processing and transmission capabilities also enable new use cases across various industries. Financial institutions have adopted RongVideo and offered their customers "virtual counter" services that enable remote transactions while realizing effective risk control. By recording and monitoring the whole transaction process, RongVideo can send out alerts and terminate transactions upon detecting non-compliance or irregularities. We also enable virtual teller services, leveraging our AI technologies, to help customers fulfill basic service requests such as Table of Contents opening an account or making a wire transfer without engaging real-person tellers. The following graphic is a screenshot of RongVideo's user interface for financial institutions. Industrial manufacturers and energy suppliers have also applied RongVideo to ensure safety and standardization in their daily operations. For example, RongVideo can detect deviations from operational protocols and provide AI-enabled operational support through transmitting, processing and analyzing real-time video feeds. RongVideo can also monitor the status of various equipment and facilities across scattered worksites, identify and report malfunctions, and launch corresponding Table of Contents emergency response plans automatically in a timely manner. The following graphic is a screenshot of RongVideo's user interface for industrial manufacturers. In addition, RongVideo enables distance education and tele-medicine services where students and teachers or patients and medical professions in multiple locations can communicate and collaborate smoothly, leveraging stable high-quality video feeds. We have recently applied RongVideo to live streaming to help enterprises conduct marketing activities and internal trainings through their own "broadcast studios". Through it, broadcasters can transmit multi-format content, including sophisticated, professional knowledge and insights, to viewers in real time. RongVideo also supports analytical tools enabling our customers to track and understand statistics of viewers and comments, therefore evaluating the effectiveness of their marketing efforts to improve their performances. In addition, our customers can invite guest speakers across scattered locations to co-stream with their broadcasters, which greatly enriches the live streaming content. On the viewer side, RongVideo enables seamless viewing experience leveraging our video capability. Viewers can also interact with broadcasters, guest speakers and other viewers through comments and real-time danmaku. RongVideo for live streaming has broad use cases across industries. For example, financial institutions use RongVideo for live streaming to offer systematic internal financial trainings to improve employee performances. RongVideo for live Table of Contents streaming can also serve as an effective marketing tool for our customers to showcase their products. The following graphic is a screenshot of RongVideo's user interface for broadcasters. Our RongVideo is predominantly project-based, for which customers pay us by installment in accordance with agreed-upon project milestones. In 2018, 2019 and the nine months ended September 30, 2020, RongVideo served 95, 78 and 75 enterprises, respectively. The delivery cycle for project-based RongVideo typically ranges from three to 12 months, due to the amount of efforts required in configuration, integration and additional customization. Projects with higher customization levels usually require more substantial upfront investment from us and have lower profit margins. However, once we complete a project for an enterprise in a particular industry, subsequent projects for other enterprises in the same industry typically require less investment as we are able to achieve greater economies of scale by replicating certain basic industry-specific features. As we have gradually standardized RongVideo for video conferencing and live streaming, and industry-specific RongVideo for financial services and education industries, we are now exploring opportunities to offer RongVideo on a subscription basis. We also offer software development and other technical support services to large enterprises in the telecommunications and financial services industries, which allows us to initiate business collaboration with prospective customers and maintain stable business rapport with existing customers. Our Customers We serve a diverse and loyal customer base consisting of enterprises of all sizes and across a variety of industries, such as internet, telecommunications, financial services, education, industrial manufacturing and energy. As of December 31, 2018 and 2019 and September 30, 2020, we had an active customer base of over 10,200, 12,000 and 11,900 enterprises, respectively, among which 125, 152 and 173 were large-enterprise customers, respectively. We believe our capabilities in attracting and retaining these large-enterprise customers rest on our ability to develop and offer industry-specific features and functionalities that satisfy their disparate needs and complex internal deployment and integration requirements. We also serve small- to medium-sized enterprises leveraging our comprehensive business portfolio and ready-to-use solution deployment. Table of Contents We have implemented a "land and expand" strategy to encourage existing customers to explore and expand into other solutions leveraging our multi-capability offering mix. In 2018 and 2019, approximately one-third of our large-enterprise customers had employed more than one category of our solutions, which increased to 37.9% in the nine months ended September 30, 2020. For example, we initiated our business collaboration with a financial institution customer by satisfying its basic instant messaging needs and, as our relationship deepens, up-sold our video-enabled solutions to provide them with capabilities in multi-format internal communications and a novel use case in real-time financial transaction monitoring. For solutions that we offer on a recurring basis, such as CPaaS and cloud-based CC solutions deployed primarily on public cloud, we achieved a dollar-based net customer retention rate of 135.7%, 102.7% and 94.7% in 2018, 2019 and the nine months ended September 30, 2020, respectively. We believe these solutions and our net customer retention present significant cross-selling and up-selling potential as customers tend to stay with us due to the critical role our solutions play in their business operations. We have developed a full-coverage customer support and success system for large enterprises designed to drive customer satisfaction and expand cross-selling and up-selling opportunities. We place great emphasis on improving customer experience at each step. We provide pre-sale consultation, onboarding implementation support and training at the initial stage. With ongoing 24/7/365 live chat and phone support, we help customers configure and use our solutions. We also offer operation maintenance services to ensure reliable performance. For smaller customers, our intuitive user interfaces serve to reduce our customers' need for human support, and we offer various self-service options on our websites, including a complimentary knowledge base with detailed documentation and sample code. We believe high customer satisfaction and close customer relationship can keep us posted of their honest feedback and evolving communications needs, which drives innovation and facilitates more targeted services to further increase customer loyalty. We are also able to rapidly scale our business among customers within the same industry. For certain industry-specific solutions, as we serve more customers from the same industry, we are able to minimize marginal costs and achieve greater economies of scale leveraging replicable technology infrastructure and experience. For example, since we first applied RongVideo to build a "virtual counter" for a regional bank customer in China in 2019, we have offered similar solutions to several financial institutions. As we accumulate our knowledge in financial institutions' business process and compliance requirements, over time we have standardized RongVideo in this use case and have shortened the delivery cycle from over six months to about two months and expanded our coverage from regional banks to large nationwide banks. To date, we have accumulated extensive experience in serving enterprises from various industries, including internet, telecommunications, financial services, education, industrial manufacturing and energy. Customer case studies The following case studies illustrate how some of our customers use and benefit from our solutions. Customer A Situation. Customer A is a premium shared mobility platform with tens of thousands of shared cars, covering over 50 cities nationwide. Customer A typically receives a large volume of user inquiries from multiple channels in its daily operations, and most of the inquiries are repetitive in nature. This resulted in low efficiency and low customer satisfaction in its contact center services. Solution. We began to provide our 7moor Cloud solution to Customer A in 2018. With our 7moor Cloud integrated with its social network accounts and service hotline, Customer A's agents Table of Contents now manage and respond to user inquiries from multiple channels through a unified user interface, which has greatly improved agent efficiency. We also offer AI messaging robot and IVR with specifically tailored industry features to handle repetitive user inquiries automatically, which has freed its agents from menial labor while significantly improving the average response time. Statistically, our AI messaging robot has successfully solved over 60% text-based user inquiries without human interactions, and the deployment of IVR has raised the average call-based response rate from around 50% to nearly 90% even in rush hours. In addition, 7moor Cloud for Customer A is equipped with a comprehensive knowledge management system to help agents navigate common issues. Customer A is also able to monitor its agents, who are mostly contracted remote workers, in real time. We also embed a ticket tracking system into Customer A's contact center, which records over four million user profiles and interconnects with its CRM system to ensure timely follow-up and problem solving. With our assistance, Customer A's contact center has now scored over 90% in terms of customer satisfaction. Customer B Situation. Customer B is one of the largest providers of private education services in China, operating a comprehensive online education service platform offering thousands of courses with over tens of millions of mobile learning users. To manage and supervise this massive user base, Customer B employs several thousands of teaching assistants, who are responsible for, among others, communicating class reminders through phone calls each day. Customer B needed a contact center solution with the capability to make bulk outbound calls during peak class hours while maintaining a high answer rate, to ensure full-coverage notifications on a timely basis. Solution. We provide our 7moor Cloud solution to Customer B with 3,600 seats for its teaching assistant team and telemarketing team since 2020. By integrating "click-to-call" function into Customer B's business system, our 7moor Cloud greatly shortened the average time required for outbound calls. The contact center also incorporates an automatic notification system, which can be easily configured to send customized voice messages instantly or at preset times. The contact center also assigns unified phone numbers for each outbound call to enhance credibility and preserve Customer B's brand image, which has improved the answer rate after large-scale implementation. We are in the process of implementing a predictive dialer system in Customer B's 7moor Cloud contact center, which can automatically dial a list of phone numbers in a parallel manner and route dials to available teaching assistants or telemarketing agents once connected. The predicative dialer system also deploys an intelligent algorithm to predict when contact center agents will become available and adjusts the dialing rate accordingly. Customer C Situation. Customer C is a leading commercial bank in China with over 300,000 enterprise customers, over tens of millions of individual customers, credit card accounts and mobile application users across China. With this enormous customer base, traditional telemarketing and bill collection efforts by human agents are inefficient and expensive. Customer C was seeking an intelligent contact center solution to automate repetitive tasks and save labor costs. Solution. At the initial stage of our cooperation with Customer C in 2019, we configured 8,000 RongCC-enabled contact center seats to streamline its telemarketing efforts targeting a large number of potential customers. In addition to the capability to make massive, concurrent outbound calls, RongCC also enables tailored customer experience with IVR. As we deepened our knowledge in the operations of Customer C's credit card business, we expanded the usage of RongCC by adding certain industry-specific features, thus allowing Customer C to collect unpaid bills, conduct credit checks and promote wealth management products with minimal human involvements. To accommodate this new use case and Customer C's evolving business operations, we have Table of Contents expanded the capacity to over 13,000 seats. We intend to explore additional venues of cooperation with Customer C, such as instant messaging, video conferencing and video-enabled "virtual counter" services. Customer D Situation. Customer D is a state-owned enterprise and one of the largest petrochemical suppliers in China, with over 100 subsidiaries and tens of thousands of employees. Customer D needed to interconnect numerous employees across scattered locations and required a solution with enhanced information security. Solutions. We tailored our RongVideo for Customer D in 2018 to connect its employees with multi-format instant messaging and audio and video conferencing. With over nearly half a million users and over 300 functional modules to be integrated, RongVideo maintains stability even at peak hours, minimizing the occurrences of package losses and delay jitters. RongVideo is also integrated with various existing business systems at Customer D, including, among others, identification authentication system, cloud storage system and mailbox, which has greatly improved its operational efficiency. To accommodate Customer D's heightened requirement for information security, we have deployed our solution in private cloud, where Customer D's data and documents are isolated and encrypted with multi-layer protections against potential leakages. Customer E Situation. Customer E is a leading commercial bank in China with more than 300 local branches and 15,000 employees. Customer E needed a scalable, robust platform to support real-time internal communications. Customer E also sought to integrate various business systems into this platform to achieve office automation. Solution. We began to provide Customer E with our RongVideo in 2017. Our RongVideo for Customer E currently supports over 15,000 accounts with massive monthly message volume, and has become an integral part of Customer E's business operations. Accessible through both a mobile application and a PC-based interface, Customer E's employees can initiate communications and share documents from anywhere and at any time, which has greatly improved Customer E's operational efficiency, and in particular, has greatly shortened the average preparation time needed for conferences. In addition, we support over 40 ready-to-deploy business systems including office automation system, electronic commercial draft system, procurement management system, mailbox and official document reader for Customer E, which can be accessed through a unified portal, thereby saving the time spent on account login and identity authentication for multiple systems. These business systems can send real-time notifications through RongVideo, which has shortened the average response time to business alerts. Customer F Situation. Customer F is a world-leading household electrical appliance manufacturer with a number of research centers, industrial areas and manufacturing facilities globally. A subsidiary of Customer F became our customer for RongVideo in 2017 and recommended our RongVideo solution to a sister company which sought to conduct enterprise-wide internal trainings. Our local sales team also identified Customer F's needs in video solutions to monitor its manufacturing process in real time as an alternative to traditional human sampling inspections. Solution. Our RongVideo for Customer F has supported over 100 live streaming events daily, with the largest event accommodating over 1,600 viewers. RongVideo helps Customer F achieve a significant increase in live streaming coverage and an 80% decrease in live streaming costs. In Table of Contents addition, RongVideo enables operational supports and quality control through the transmission, processing and analysis of real-time video feeds, leveraging AI technologies. In particular, with RongVideo implemented in one of its production lines, Customer F is able to decrease both the defect rate and the critical accident rate. Research and Development We have developed many core technologies underlying our cloud-based communications solutions in-house. We have established our second research and development center in Wuhan, China in addition to the primary research and development center at our Beijing headquarters. As of September 30, 2020, we had a stable and dedicated research and development team of 400 members, accounting for 34.2% of our total employees. We have received numerous awards and recognitions in recent years for our research and development capabilities. In 2018, we were recognized as an "Artificial Intelligence Innovative Enterprise" by the Institute of Electrical and Electronics Engineers in China. In 2019, we were recognized as one of the "Top Ten Enterprise Cloud Technology Vendors", ranking first in the field of cloud-based communications, by iFenxi. In 2020, our proprietary voice-based AI robot was recognized as a "Reliable AI Product" by China Academy of Information and Communications Technology. We are committed to continually innovating our technologies and solutions to stay ahead of our customers' rapidly evolving communications needs. We have developed a highly efficient product development ecosystem, which enables us to capture complex and evolving customer demands and develop new and enhanced features and products that continue to represent compelling value propositions across our customer base. Specifically, our research and development team work closely with our customer-facing sales team to collect and analyze latest customer feedback and design new features and functionalities that cater to the evolving customer needs. We also actively communicate with customers from a variety of industry verticals to identify and address industry-specific communications needs with targeted services. Our research and development team are also dedicated to refining our solutions and technology infrastructure to ensure high-quality services at all times. Sales and Marketing Our various sales and marketing efforts have played a critical role in customer acquisition and retention. Branding and customer acquisition We have invested in establishing a comprehensive online presence and developing various online branding and customer acquisition channels, such as search engine marketing, customized newsfeed advertisements, and advertorials. We believe our online branding and customer acquisition efforts have contributed to our brand awareness and reputation, and have generated a steady stream of user traffic to our websites, through which our prospective customers, especially small- to medium-sized enterprises seeking relatively standardized products, can learn about our solution offerings and make informed purchases based on their specific needs all on a self-service basis. We have also organized or participated in various industry events for brand building and customer acquisition purposes. In 2019, we organized two themed forums targeting existing and prospective customers and business partners to initiate and reinforce business collaborations. For example, in April 2019, we organized the "Cloud Communications through China" event in Shanghai and invited over 100 existing customers and channel partners. In addition, we have actively participated in industry events hosted by third parties with a focus on financial services Table of Contents Capital Expenditures Our capital expenditures are incurred primarily in connection with purchase of property and equipment such as computer and office equipment as well as software and purchase of intangible assets including software copyrights and telecommunication business licenses. Our capital expenditures were RMB9.0 million, RMB10.5 million (US$1.5 million), RMB9.8 million and RMB5.2 million (US$0.8 million) in 2018, 2019 and the nine months ended September 30, 2019 and 2020, respectively. We intend to fund our future capital expenditures with our existing cash balance and proceeds from this offering. Commitments The following table sets forth our contractual obligations as of December 31, 2019. Year Ending December 31, Total 2020 2021 2022 RMB US$ RMB RMB RMB (in thousands) Operating lease commitments(1) 27,447 4,043 17,698 5,990 3,759 Long-term borrowings(2) 106,092 15,000 106,092 Table of Contents industry. In 2019 and the nine months ended September 30, 2020, we participated in 40 online and offline industry events to explore business opportunities with a broad range of enterprises. These events have broadened our access to potential customers and have furnished us with valuable opportunities for in-person communications. We believe our online and offline branding and customer acquisition efforts have contributed to our brand awareness and reputation and effectively fueled our business growth. Direct sales We have built a sales and marketing team well-versed in China's cloud-based communications industry. As of September 30, 2020, we had a sales and marketing team of 471 members with an average of approximately nine years of relevant experience. Our sales and marketing team is generally responsible for contacting prospective customers, renewing existing subscriptions, and maintaining customer relationships. Leveraging their sales expertise, thorough knowledge of our business and dedication to customer support, our sales and marketing team focuses primarily on large enterprises in key industry verticals with complex communications requirements, and has a strong cross-selling and up-selling track record. We have offered competitive compensation schemes to motivate our sales and marketing personnel, under which we grant them bonuses when their sales achieve the financial targets. As part of our go-to-market strategy, we had established sales representative offices in over 20 cities distributed across China as of September 30, 2020 to expand our sales network. We believe such offices enable us to stay closer to our potential customers, and capture and accommodate specific needs and customs in different localities more effectively. In addition, leveraging such sales representative offices, we are able to recruit experienced sales personnel with first-hand customer resources locally and build collaborative relationships with mobile network operators' local branches, both of which will contribute to our ability to establish a nationwide business network. Indirect sales We leverage mobile network operators, distributors and system integrators to reach a wider market without incurring significant costs. We collaborate with all three major mobile network operators in China and have entered into business agreements with a number of provincial branches of these operators, whose business operations cover all geographical areas in China. Through our collaborations, we can capitalize on their nationwide sales and marketing capabilities. In addition, we sell certain solutions that require minimal customization, such as 7moor Cloud, through distributors, and work with various system integrators, which incorporate our solutions into theirs to better serve end customers. Data Privacy and Protection We have access to certain data and information of enterprises which use our solutions. We may also have access to certain personal data and information of our customers' end-users. Specifically, for our solutions deployed on public cloud, data and information are safely encrypted and stored in cloud servers, where customers can access on demand only with appropriate authorization. We do not have access to data and information of customers which use our solutions deployed on private cloud. We are committed to protecting our customers' data and privacy and have designed strict protocols on data collection, transmission, storage and usage to ensure compliance with applicable laws and regulations. In addition, our agreements with customers generally include a confidentiality clause under which we are obligated not to disclose or otherwise misappropriate the data and information of our customers or their end-users. Table of Contents We take safety precautions to maintain our technological infrastructure and protect our data and information. We have implemented detailed policies regarding system operation and maintenance, information security and management, and data backup and disaster recovery. Our technological infrastructure applies safeguards such as web application firewalls to ensure data security. As a general principle, data and information in relation to our business operations can only be accessed by our employees with designated authorization level. We enter into confidentiality agreements with our employees who have access to our data and information. The confidentiality agreements provide that, among others, these employees are legally obligated not to disclose or otherwise misappropriate confidential data and information in possession as a result of their employment. Such employees are also legally obligated to surrender all confidential data and information in possession upon resigning and to maintain their confidentiality obligations afterwards. They bear compensation liability if they breach their confidentiality obligations or otherwise commit misconduct resulting in leakage of our confidential data and information. Furthermore, our agreements with business partners generally include a confidentiality clause under which they are legally obligated not to disclose or misappropriate confidential data and information in possession as a result of their relationship with us. As of the date of this prospectus, we have not received any claim from any third party against us on the ground of infringement of such party's right to data protection as provided by applicable laws and regulations in China and other jurisdictions, and we have not experienced any material data loss or breach incidents. Competition China's cloud-based communications industry is highly competitive and rapidly evolving due to the fast-growing market and technological developments. Our ability to compete successfully depends on many factors, including: comprehensiveness of business portfolio; innovation capabilities; brand awareness and reputation; strength of sales and marketing efforts; and customer reach. As the only provider in China that offers a full suite of cloud-based communications solutions, according to the CIC report, and serves a diverse and loyal customer base consisting of enterprises of all sizes across a variety of industries, we believe that we compete favorably on the basis of the foregoing factors. According to the CIC report, we compete directly and indirectly with various industry participants including SMS-focused vendors, CC-focused vendors, VC-focused vendors, AI-based vendors, ICT vendors, internet companies and other communications vendors. Some of our competitors have greater financial, technological and other resources, greater brand recognitions, larger sales and marketing budgets and larger intellectual property portfolios. As a result, certain of our competitors may be able to respond more quickly and effectively than we can to new or evolving opportunities, technologies, standards or customer requirements. In addition, some competitors may offer products or services that address one or a limited number of functions at lower prices, with greater depth than our solutions or in geographies where we do not operate. We expect competition to intensify in the future, with the introduction of new products and services and market entrants. Moreover, as we expand the scope of our business, we may face additional competition. Table of Contents Employees As of September 30, 2020, we had a total of 1,171 employees. The following table sets forth the breakdown of our employees as of September 30, 2020 by function. Function Number of Employees % of Total Research and development 400 34.2 % Sales and marketing 471 40.2 % Project execution 164 14.0 % General administration 136 11.6 % Total 1,171 100.0 % We believe we offer our employees competitive compensation packages and a dynamic work environment that encourages initiative and is based on merit. As a result, we have generally been able to attract and retain qualified personnel and maintain a stable core management team. We plan to hire additional experienced and talented employees in areas such as research and development and sales and marketing as we expand our business. We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes. None of our employees is represented by labor unions. Intellectual Property To protect our proprietary rights in our software, patents, trademarks and other intellectual property, we depend upon a combination of trade secret, misappropriation, copyright, trademark, computer fraud and other laws; registration of patents, copyrights and trademarks; nondisclosure, noncompetition and other contractual provisions with employees; and technical measures. We are the registered holder of 71 trademarks, 16 patents, 236 software copyrights and 34 domain names in the PRC as of the date of this prospectus. We are in the process of registering certain trademarks for requisite classes of goods or services in China as of the same date. Facilities Our principal executive offices are in Beijing, China, where we lease approximately 6,200 square meters of office space that are currently in use. We also maintain other leased offices in cities across China totaling approximately 7,600 square meters that are currently in use. We believe our existing leased premises are adequate for our current business operations and that additional space can be obtained on commercially reasonable terms to accommodate our future expansion plans. Insurance We provide social security insurance, including pension insurance, unemployment insurance, work-related injury insurance and medical insurance, as well as housing fund for our employees. We also purchased additional commercial health insurance to increase insurance coverage of our employees. However, we did not make adequate contributions to social security insurance and housing fund. See "Risk Factors Risks Related to Our Business and Industry Failure to make adequate contributions to social insurance and housing fund as required by PRC regulations may subject us to penalties". We do not maintain property insurance policies covering our equipment, systems and other property that are essential to our business operations to safeguard against risks and unexpected events. We do not maintain business interruption insurance or general third-party Table of Contents liability insurance, nor do we maintain product liability insurance or key-man insurance. We consider our insurance coverage to be sufficient for our business operations. Legal and Other Proceedings From time to time, we may become a party to various legal or administrative proceedings arising in the ordinary course of our business, including actions with respect to intellectual property infringement, breach of contract and labor and employment claims. See "Risk Factors Risks Related to Our Business and Industry We have been, and may be in the future, party to intellectual property rights claims and other litigation matters, which are expensive to support, and if resolved adversely, could harm our business". We are currently not a party to, and are not aware of any threat of, any legal or administrative proceedings that, in the opinion of our management, are likely to have any material and adverse effect on our business, results of operations and financial condition. Table of Contents REGULATION This section sets forth a summary of the most significant laws, rules and regulations that are applicable to our current business activities in China and that affect the dividends payment to our shareholders. Regulations Relating to Foreign Investment Foreign Investment Law The Foreign Investment Law, promulgated by the National People's Congress on March 15, 2019, has come into effect on January 1, 2020 and has replaced the major existing laws and regulations governing foreign investment in the PRC, including the Sino-foreign Equity Joint Ventures Enterprises Law, the Sino-foreign Co-operative Enterprises Law, the Wholly Foreign-invested Enterprise Law, and together with their implementation rules and ancillary regulations. Pursuant to Foreign Investment Law, the existing foreign invested enterprises established prior to the effective of the Foreign Investment Law may keep their corporate organization forms within five years after the effective of the Foreign Investment Law before such existing foreign invested enterprise change their organization forms, organization structures, and their activities of foreign-invested enterprises in accordance with the Company Law, the Partnership Enterprise Law and other laws. According to the Foreign Investment Law, "foreign-invested enterprises" thereof refers to enterprises that are wholly or partly invested by foreign investors and registered within China under the PRC laws, "foreign investment" thereof refers to any foreign investor's direct or indirect investment in China, including: (1) establishing foreign-invested enterprises in China either individually or jointly with other investors; (2) obtaining stock shares, stock equity, property shares, other similar interests in Chinese domestic enterprises; (3) investing in new projects in China either individually or jointly with other investors; and (4) making investment through other means provided by laws, administrative regulations, or State Council provisions. Investments conducted by foreign investors in the PRC are subject to the Catalogue of Industries for Encouraging Foreign Investment, or the Catalogue, and the Negative List, which were jointly issued by the National Development and Reform Commission of the PRC, or the NDRC, and the Ministry of Commerce of the PRC, or the MOFCOM. The version of the Catalogue currently in force was amended in 2019 and became effective on July 30, 2019, and the version of the Negative List currently in force was amended in 2020 and became effective on July 23, 2020, both of which further reduce restrictions on the foreign investment. According to the Negative List, industries such as Value-Added Telecommunication Services (excluding e-commerce, domestic multi-party communications services, store-and-forward services, and contact center services) fall into restricted category, where the shareholding percentage of the foreign investors in the joint venture enterprises shall not exceed 50%. On December 26, 2019 the State Council issued Implementation Regulations for the Foreign Investment Law, or the Implementation Regulations which came into effect on January 1, 2020. According to the Implementation Regulations, in the event of any discrepancy between the Foreign Investment Law, the Implementation Regulations and relevant provisions on foreign investment promulgated prior to January 1, 2020, the Foreign Investment Law and the Implementation Regulations shall prevail. The Implementation Regulations also indicated that foreign investors that invest in sectors on the Negative List in which foreign investment is restricted shall comply with special management measures with respect to shareholding, senior management personnel and other matters in the Negative List. Table of Contents Foreign investment in the value-added telecommunications industry The Regulations for the Administration of Foreign-Invested Telecommunications Enterprises (2016 revision), which was promulgated by the State Council on December 11, 2001 and amended on September 10, 2008 and February 6, 2016, require foreign-invested value-added telecommunications enterprises in China to be established as Sino-foreign equity joint ventures with the foreign investors owning no more than 50% of the equity interests of such enterprise. In addition, the main foreign investor who invests in a foreign-invested value-added telecommunications enterprises operating the value-added telecommunications business in China must demonstrate a good track record and sound experience in operating a value-added telecommunications business, provided that qualified foreign-invested value-added telecommunications enterprises has obtained prior approvals from the MIIT and the MOFCOM or their authorized local counterparts, or the NDRC (if applicable), for its commencement of value-added telecommunication business in China. On January 13, 2015, the MIIT issued the Circular on Loosening the Restrictions on Shareholding by Foreign Investors in Online Data Processing and Transaction Processing Business (for profit E-commerce), according to which, a foreign investor is allowed to hold 100% of the equity interest in a PRC entity that provides online data processing and transaction processing services (for profit E-commerce) in China (Shanghai) Pilot Free Trade Zone. On June 19, 2015, the MIIT issued the Circular on Loosening the Restrictions on Shareholding by Foreign Investors in Online Data Processing and Transaction Processing Business (for-profit E-commerce), which expanded the designated districts from China (Shanghai) Pilot Free Trade Zone to the whole country. In June 2016, the MIIT issued Notice of the Ministry of Industry and Information Technology on Issues Relating to Hong Kong and Macau Service Providers Engaging in Telecommunication Business in Mainland China, or Notice 222, according to which, (1) Hong Kong and Macau service providers are allowed to establish wholly-owned enterprises or joint venture enterprises in Mainland China with no restriction on shareholding percentage for provision of the value-add telecommunication businesses with respect to online data processing and transactions processing (limited to for profit E-commerce), domestic multi-party communications services (under the Classification Catalogue of Telecommunications Services), store-and-forward services, and contact center services, internet access services business (limited to providing internet access services for online users) and information services business (limited to application stores), and (2) Hong Kong and Macau service providers are allowed to establish joint venture enterprises in Mainland China with the shareholding percentage of Hong Kong and Macau investors in the joint venture enterprises not exceeding 50%, for provision of the value-add telecommunication businesses with respect to online data processing and transactions processing (excluding for profit E-commerce), domestic internet virtual private network business (under the Classification Catalogue of Telecommunications Services), internet data center business, internet access services business (except for providing internet access services for online users), and information services business (except for application stores). Hong Kong and Macau service providers referred to in above Notice 222 shall be subject to relevant provisions in the Mainland and Hong Kong Closer Economic Partnership Arrangement or the Mainland and Macau Closer Economic Partnership Arrangement and its relevant supplements. Due to the lack of interpretative guidance from the relevant PRC governmental authorities, there are uncertainties regarding whether PRC governmental authorities would consider our corporate structure and contractual arrangements to constitute foreign ownership of a value-added telecommunications business. See "Risk Factors Risks Related to Our Corporate Structure". If our current ownership structure is found to be in violation of current or future PRC laws, rules or regulations regarding the legality of foreign investment in value-added telecommunications services Table of Contents Cloud-based UC&C solutions support diversified communications functions required in business communications and collaboration, such as IM, audio and video conferencing and telephony, through a centralized portal. CPaaS solutions are typically deployed in public clouds where resources are shared among different enterprises, and generate revenues on a recurring basis based on usage (e.g., duration of calls and volume of messages sent). Cloud-based CC and cloud-based UC&C solutions can be deployed in public, hybrid or private clouds, with either a pricing model on a recurring basis or a pricing model on a project basis under which enterprises pay license fees and service fees. Total addressable market and market size of China's cloud-based communications industry According to the CIC report, the total addressable market, or TAM, of cloud-based communications solutions in China is estimated to be RMB164.4 billion in 2019, which includes current market size of China's cloud-based communications industry, as well as spending on traditional communications and human agents that could potentially be replaced by cloud-based communications. By category, this TAM comprises: RMB34.3 billion for CPaaS(3), comprising RMB21.9 billion for spending on application-to-person short message service, or A2P SMS, and RMB12.4 billion for spending on enterprise voice call in 2019; RMB34.0 billion for cloud-based CC, comprising RMB4.7 billion for spending on traditional CC solutions(4), RMB8.3 billion for spending on cloud-based CC solutions, and RMB21.0 billion for TAM of AI-enabled cloud-based CC(5) in 2019; and RMB96.1 billion for cloud-based UC&C, comprising RMB15.3 billion for spending on traditional unified communications, or UC, and video conferencing, or VC, solutions(6), RMB3.1 billion for spending on cloud-based UC and VC solutions, and RMB77.7 billion for TAM of other video solutions(7) in 2019. This large and underpenetrated addressable market presents significant growth opportunities for cloud-based communications solutions in China. The cloud-based communications industry in China has experienced tremendous growth in recent years. According to the CIC report, the market size of China's cloud-based communications industry in terms of revenues increased from RMB16.3 billion in 2015 to RMB35.7 billion in 2019 at a CAGR of 21.7%, and is expected to reach RMB101.5 billion in 2024, representing a CAGR of Table of Contents and other types of businesses in which foreign investment is restricted or prohibited, we could be subject to severe penalties. Regulations Relating to Value-Added Telecommunication Services Value-added telecommunications services An extensive regulatory scheme governing telecommunication services, including value-added telecommunication services and infrastructure telecommunications services, is promulgated by the State Council, MIIT, and other relevant government authorities. Value-added telecommunication service operators may be required to obtain additional licenses and permits in addition to those that they currently have given new laws and regulations may be adopted from time to time. In addition, substantial uncertainties exist regarding the interpretation and implementation of current and any future PRC laws and regulations applicable to the telecommunication activities. On September 25, 2000, the State Council promulgated the Telecommunication Regulation of the People's Republic of China, or the Telecommunications Regulations, as last amended on February 6, 2016, to regulate telecommunications activities in China. According to the Telecommunications Regulations, there are two categories of telecommunication activities, namely "infrastructure telecommunications services" and "value-added telecommunications services". Pursuant to the Telecommunications Regulations, operators of value-added telecommunications services, or VATS, shall be approved by MIIT, or its provincial level counterparts, and obtain a license for value-added telecommunications business, or VAT License. The Measures for the Administration of Telecommunications Business Licensing, or the Licenses Measures, issued on March 1, 2009 and most recently amended on July 3, 2017 for the purpose of strengthening the administration of telecommunications business licensing, which set forth more specific provisions regarding the types of licenses required to operate VATS and the application for and the approval, use and administration of a telecommunications business permit. According to the Licenses Measures and Telecommunications Regulations, any entity conducting VATS without obtaining the VAT License or conducting business beyond the authorized scope on the VAT License may be subject to correction, confiscation of the illegal income, a fine ranging from three to five times the amount of the illegal income (where there is no illegal income, or the illegal income is less than RMB50,000, a fine ranging from RMB100,000 to RMB1 million), and suspension of business operation. Under the Licenses Measures, where any entity conducting VATS change the name, legal representative or registered capital within the validity period of its VAT License, it shall file an application for updating the VAT License to the competent authority within thirty days immediately after the registration or filing with the State Administration for Market Regulation. Any entity conducting VATS who fail to comply with the required procedures may be ordered to make rectifications, warned or imposed a fine of RMB5,000 to RMB30,000 by the relevant authorities. MIIT issued the Interim Administrative Measures on Telecommunications Services Quality Supervision on January 11, 2001, as amended on September 23, 2014, which apply to the supervision and administration of the licensed telecommunication operators within the territory of the PRC. According to the Interim Administrative Measures on Telecommunications Services Quality Supervision, MIIT supervises and administers the quality of the telecommunication service provided by telecommunication service providers pursuant to applicable laws and regulations. Where a telecommunication operator violates the telecom service standards and injures the lawful rights and interests of the users, such telecommunication operator may be subject to a rectification order, a warning or fines ranging from RMB500 to RMB10,000. The Classification Catalogue of Telecommunications Services (2015 Version), as last amended on June 6, 2019, defines (1) "domestic multi-party communications services" as real-time Table of Contents interactive or on-demand voice and image communication services realized domestically between two points or among multiple points by virtue of a multi-party communication platform, public communication network or the internet, (2) "contact center services" as business consultation, information consultation and data query services provided to users through the public communication network, by utilizing database technology and call center system which is connected to the public communication network or the internet, and by establishing an information base after information collection, processing and storage, (3) "information services" as the information services provided for users through public communications networks or internet by means of information gathering, development, processing and the construction of the information platform, which include, among others, internet information services and non-internet information service, (4) "internet data center services" as the services including the placement, proxy maintains, system configuration and management services provided for users' servers or other internet/network-related equipment, the lease of equipment such as database systems or servers and lease of their storage spaces, rental agency service of telecommunication line and export bandwidth and other application services, which are in a form of outsource lease by utilizing corresponding engine room equipment; (5) "Store-and-forward services" as message sending services provided for users based on the store-and-forward mechanism, which include the services of voice mail, e-mail, store-and-forward of fax, etc. Internet information services The Administrative Measures on Internet Information Services, or the ICP Measures, promulgated by the PRC State Council on September 25, 2000 and amended on January 8, 2011, set forth more specific rules on the provision of internet information services, or the ICP Service. According to the ICP Measures, internet information services are classified into two categories: profit-making ICP Services and non-profit-making ICP Services, among which, the profit-making ICP Services generally refers to the provision of specific information content, online advertising, web page construction and other online application services through the internet for profit-making purpose. According to the ICP Measures, a profit-making ICP Services provider shall apply for and obtain a permit for the operation of value-added telecom services of internet information services, while a non-profit-making ICP Services provider shall apply for and obtain relevant record-filing. Any ICP Service provider who does not obtain such permit or does not go through the record-filing formalities shall not engage in ICP Services. Telecommunication network information service Measures for Management of Telecommunication Network Code Number Resources, together with the Catalog of the Telecom Code Number Resources under Classified Administration, was issued by MIIT on January 29, 2003 and amended on September 23, 2014, or the Telecommunication Network Code Numbers Measures, according to which, code resources shall be owned by the State, and any telecommunication network information service providers and call center service providers who need to use telecommunication network code numbers shall be approved by MIIT or its provincial level counterparts to use telecommunication network code numbers to provide relevant services, and the time limit and scope of such approval shall be identical with that of the VAT License or other related approval documents obtained by such entity. The approved telecommunication network code numbers users shall enter into a required agreement with the competent infrastructure telecommunications service operators, and file with the competent counterparts of MIIT. Telecommunication network code number users shall commence using telecommunication network code numbers allocated to them within the specified time limit and reach the minimum scale if any or the expected service capability if there is no such minimum scale requirement. In addition, no telecommunication network code number user is permitted to assign or lease telecommunication network code number, nor to use beyond the scope or in more Table of Contents 23.3% from 2019 to 2024. The following diagram illustrates the historical and projected market size of China's cloud-based communications industry in terms of revenues for the years indicated. Table of Contents than one local network. Any entity using telecommunication network code numbers without approval or beyond the authorized scope or time limit or assigning or leasing telecommunication network code number without approval may be subject to correction, confiscation of the illegal income, fine ranging from three to five times the amount of the illegal income (where there is no illegal income, or the illegal income is less than RMB50,000, a fine ranging from RMB50,000 to RMB1 million). On January 1, 2005, the Interim Administrative Measures on Telecommunication Network Code Number Resource Occupation Fee and the Standard of Telecommunication Network Code Number Resource Occupation Fee, jointly enacted by NDRC, the MOF and MIIT, entered into force. According to the Interim Administrative Measures on Telecommunication Network Code Number Resource Occupation Fee, telecommunication network code numbers are state property and the telecommunication service operators occupying or using telecom code numbers shall pay occupation fee accordingly to the applicable governmental authorities. On May 19, 2015, the MIIT published the Provisions on the Administration of Short Message Services, or the Short Message Provisions. Pursuant to the Short Message Provisions, short message service operators, like us, shall obtain the telecommunications business licenses in accordance with the law. While most of our PRC operating entities have obtained the requisite licenses from MIIT and/or its local authorities, certain of our PRC operating entities are in the process of obtaining, renewing or updating the license, including, among others, the VAT License. we cannot assure you that these PRC operating entities can successfully obtain or maintain required license and permits in a timely manner or at all. See "Risk Factors Risks Related to Our Business and Industry Our business is subject to extensive regulation, and if we fail to obtain and maintain required licenses and permits, we could face government enforcement actions, fines and possibly restrictions on our ability to operate or offer certain of our solutions". Regulations Relating to Cyber Security and Privacy Protection Cyber security On December 28, 2000, the Standing Committee of the National People's Congress, or the SCNPC enacted the Decision on the Protection of Internet Security, as amended on August 27, 2009, which provides that the following activities conducted through the internet are subject to criminal liabilities: (1) gaining improper entry into any of the computer information networks relating to state affairs, national defensive affairs, or cutting-edge science and technology; (2) violation of relevant provisions of the State in the form of unauthorized interruption of any computer network or communication service, as a result of which the computer network or communication system cannot function normally; (3) spreading rumor, slander or other harmful information via the internet for the purpose of inciting subversion of the state political power; (4) stealing or divulging state secrets, intelligence or military secrets via internet; (5) spreading false or inappropriate commercial information; or (6) infringing on the intellectual property. On December 13, 2005, the Ministry of Public Security issued the Provisions on the Technical Measures for Internet Security Protection, which took effect on March 1, 2006. These regulations require internet service providers to take proper measures including anti-virus, data back-up, keeping records of certain information such as the login-in and exit time of users, and other related measures, and to keep records of certain information about their users for at least 60 days. On June 22, 2007, the Ministry of Public Security, State Secrecy Bureau, State Cryptography Administration and the Information Office of the State Council jointly promulgated the Administrative Measures for the Multi-level Protection of Information Security, under which the security protection grade of an information system may be classified into five grades. Companies operating and using information systems shall protect the information systems and any system equal to or above level II Table of Contents as determined in accordance with these measures, a record-filing with the competent authority is required. The Cybersecurity Law, as adopted by the National People's Congress on November 7, 2016, has come into force on June 1, 2017. Regarded as the fundamental law in the area of cybersecurity in China, the Cybersecurity Law regulates network operators and others from the following perspectives: the principle of Cyberspace sovereignty, security obligations of network operators and providers of network products and services, protection of personal information, protection of critical information infrastructure, data use and cross-border transfer, network interoperability and standardization. Network operators shall, according to the requirements of the rules for graded protection of cybersecurity, fulfill security protection obligations, so as to ensure that the network is free from interference, damage or unauthorized access, and prevent network data from being divulged, stolen or falsified. In addition, any network operator to collect personal information shall follow the principles of legitimacy, rationality and necessity and shall not collect or use any personal information without due authorization of the person whose personal information is collected. Each individual is entitled to require a network operator to delete his or her personal information if he or she finds that collection and use of such information by such operator violate the laws, administrative regulations or the agreement by and between such network operator and such individual; and is entitled to require any network operator to make corrections if he or she finds errors in such information collected and stored by such network operator. Such network operator shall take measures to delete the information or correct the error. Privacy protection On December 29, 2011, the MIIT promulgated the Several Provisions on Regulating the Market Order of Internet Information Services, which became effective on March 15, 2012. On December 28, 2012, the SCNPC promulgated the Decision on Strengthening Network Information Protection to enhance the legal protection of information security and privacy on the internet. The Provisions on Protection of Personal Information of Telecommunications and Internet Users promulgated by the MIIT on July 16, 2013 contains detailed requirements on the use and collection of personal information as well as the security measures to be taken by internet service providers. Specifically, (1) the users' personal information shall not be collected without prior consent; (2) the personal information shall not be collected other than those necessary for internet service providers to provide services; (3) the personal information shall be kept strictly confidential; and (4) a series of detailed measures shall be taken to prevent any divulge, damage, tamper or loss of personal information of users. Pursuant to the Notice of the Supreme People's Court, the Supreme People's Procuratorate and the Ministry of Public Security on Legally Punishing Criminal Activities Infringing upon the Personal Information of Citizens, issued in April 2013, and the Interpretation of the Supreme People's Court and the Supreme People's Procuratorate on Several Issues regarding Legal Application in Criminal Cases Infringing upon the Personal Information of Citizens, which was issued on May 8, 2017 and took effect on June 1, 2017, the following activities may constitute the crime of infringing upon a citizen's personal information: (1) providing a citizen's personal information to specified persons or releasing a citizen's personal information online or through other methods in violation of relevant national provisions; (2) providing legitimately collected information relating to a citizen to others without such citizen's consent (unless the information is processed, not traceable to a specific person and not recoverable); (3) collecting a citizen's personal information in violation of applicable rules and regulations when performing a duty or providing services; or (4) collecting a citizen's personal information by purchasing, accepting or exchanging such information in violation of applicable rules and regulations. In addition, on May 28, 2020, the National People's Congress of the PRC approved the PRC Civil Code, which took effect on Table of Contents January 1, 2021. Pursuant to the PRC Civil Code, the collection, storage, use, process, transmission, provision and disclosure of personal information shall follow the principles of legitimacy, properness and necessity. Unauthorized calls and text messages We could also be required to comply with rules and regulations regarding the control and management of unauthorized calls, including the Notice on the Special Campaign Program for Comprehensive Action against Unauthorized Calls, issued on July 18, 2018 and the Work Plans for Promoting the Special Campaign Program for Comprehensive Action against Unauthorized Calls issued by MIIT issued and came into effect on October 27, 2018. According to the aforementioned regulations, enterprises including basic telecommunications service providers and call center service providers shall coordinate with the MIIT and its local authorities to control and rectify unauthorized calls, and call center service provider like us shall strictly control the channels for unauthorized calls, including but not limit to (1) establish forbidden call lists so that the telemarketing calls could not reach those end-users who have explicitly refused to be reached by telemarketing calls of a particular industry or business, (2) strictly control the timing and frequency of active call-out and reserve the record of such call within a certain period of time (generally not less than 30 days), and (3) improve technical abilities regarding prevention and monitoring of unauthorized calls and risk precaution. In addition, the Short Message Provisions also impose similar requirement on short message service providers and short message content providers, and without the consumers' consent or request, they shall not send commercial text messages or shall cease to send such text messages to consumers when the latter explicitly present their refusal after their early consent. Where any consumer explicitly rejects to receive commercial text messages or do not reply, the short message service providers or short message content providers may not send them the text messages of the same or similar contents once again. Besides, short message service providers and short message content providers are also required to explicitly indicate the names of the corresponding content providers in the commercial text messages. While we have established certain systems and take certain acts to control the unauthorized calls and text messages, we cannot assure you that our current systems and acts will be sufficient or effective under applicable laws and regulations. See "Risk Factors Risks Related to Regulatory Compliance Our brand image, business and results of operations may be adversely affected by third-party misconduct and misuse of our solutions, many of which are beyond our control". The regulatory frameworks regarding privacy issues in many jurisdictions are constantly evolving and can be subject to significant changes from time to time. Any failure to comply with applicable regulations could result in regulatory enforcement actions against us and materially and adversely affect our business, results of operations and financial condition. See "Risk Factors Risks Related to Our Business and Industry If we fail to comply with laws and contractual obligations related to data privacy and protection, our business, results of operations and financial condition could be materially and adversely affected". Pursuant to the PRC Civil Code, if one intentionally infringes upon the intellectual property rights of others and the circumstance is severe, the infringed party is entitled to request for the corresponding punitive compensation. Regulations Relating to Intellectual Property Patent Patents in the PRC are principally protected under the Patent Law of the PRC promulgated by the SCNPC in 1984 and then respectively amended in 1992, 2000 and 2008 and its implementation Table of Contents rules. Novelty, inventiveness and practicality are three essential ingredients of patens in the PRC. The protection period is 20 years for an invention patent and 10 years for a utility model patent and a design patent, commencing from their respective application dates. Copyright The PRC Copyright Law, promulgated in 1990 and amended in 2001 and 2010, or the Copyright Law, and its related implementing regulations, promulgated in 2002 and amended in 2013, are the principal laws and regulations governing copyright related matters. The Copyright Law provides that Chinese citizens, legal persons, or other organizations shall, whether published or not, enjoy copyright of their works, which includes, among others, works of literature, art, natural science, social science, engineering technology and computer software. Under the Copyright Law, the term of protection for copyrighted software is 50 years. The Regulation on the Protection of the Right to Communicate Works to the Public over Information Networks, which was most recently amended on January 30, 2013, provides specific rules on fair use, statutory license, and a safe harbor for use of copyrights and copyright management technology and specifies the liabilities of various entities for violations, including copyright holders, libraries and internet service providers. Trademark The PRC Trademark Law was adopted in 1982 and then amended in 1993, 2001, 2013 and 2019 respectively. The implementation rules of the PRC Trademark Law was adopted in 2002 and amended in 2014. Registered trademarks are protected under the Trademark Law of the PRC and related rules and regulations. The Trademark Office of National Intellectual Property Administration handles trademark registrations and grants a protection term of ten years to registered trademarks. Where registration is sought for a trademark that is identical or similar to another trademark which has already been registered or given preliminary examination and approval for use in the same or similar category of commodities or services, the application for registration of this trademark may be rejected. Trademark registrations are effective for a renewable ten-year period, unless otherwise revoked. As of the date of this prospectus, we have not obtained the trademark registrations for all requisite classes of goods or services in China for certain of our solutions. See "Risk Factors Risks Related to Our Business and Industry We could incur substantial costs in protecting or defending our intellectual property rights, and any failure to protect our intellectual property could adversely affect our business, results of operations and financial condition". Domain name The MIIT, promulgated the Administrative Measures on Internet Domain Name, or the Domain Name Measure on August 24, 2017 to protect domain names. According to the Domain Name Measures, domain name applicants are required to duly register their domain names with domain name registration service institutions. The applicants will become the holder of such domain names upon the completion of the registration procedure. The permits for registered domain names are effective for five years, which are subject to renewals, cancellations or revocations. Trade secrets According to the PRC Anti-Unfair Competition Law, promulgated by the SCNPC in September 1993, as amended in November 4, 2017 and April 23, 2019 respectively, the term "trade secrets" refers to technical and business information that is unknown to the public, has utility, may create business interests or profits for its legal owners or holders, and is maintained as a secret by its legal owners or holders. Under the PRC Anti-Unfair Competition Law, business persons are Table of Contents reach RMB39.4 billion in 2024, representing a CAGR of 10.5% from 2019 to 2024. The following chart illustrates the historical and projected size of China's CPaaS market in terms of revenues for the years indicated. Table of Contents prohibited from infringing others' trade secrets by: (1) obtaining the trade secrets from the legal owners or holders by any unfair methods such as theft, bribery, fraud, coercion, electronic intrusion, or any other illicit means; (2) disclosing, using or permitting others to use the trade secrets obtained illegally under item (1) above; or (3) disclosing, using or permitting others to use the trade secrets, in violation of any contractual agreements or any requirements of the legal owners or holders to keep such trade secrets in confidence. Pursuant to the PRC Civil Code, if one intentionally infringes upon the intellectual property rights of others and the circumstance is severe, the infringed party is entitled to request for the corresponding punitive compensation. Regulations Relating to Employment According to the Labor Law promulgated on July 5, 1994 and amended on August 27, 2009 and December 29, 2018, the PRC Labor Contract Law promulgated on June 29, 2007 and amended on December 28, 2012, and the Implementing Regulations of the Employment Contracts Law of the PRC promulgated by the State Council on September 18, 2008, employers must execute written labor contracts with full-time employees and employers have obligation to sign an unfixed-term labor contract with any employee who has worked for the employer for ten consecutive years. In addition, all employers must comply with local minimum wage standards. The employers must establish a system for labor safety and sanitation, strictly abide by State rules and standards, provide education regarding labor safety and sanitation to its employees, provide employees with labor safety and sanitation conditions and necessary protection materials in compliance with State rules, and carry out regular health examinations for employees engaged in work involving occupational hazards. According to the Law on Social Insurance of the PRC promulgated by SCNPC on October 28, 2010 and amended on December 29, 2018, and the Regulations on the Administration of Housing Funds promulgated by the State Council on April 3, 1999 and amended on March 24, 2002 and March 24, 2019, employers in China must provide employees with welfare schemes covering pension insurance, unemployment insurance, maternity insurance, work-related injury insurance, medical insurance and housing funds. An enterprise must provide social insurance by going through social insurance registration with local social insurance authorities or agencies and shall pay or withhold relevant social insurance premiums for or on behalf of employees. On July 20, 2018, the General Office of the State Council issued the Plan for Reforming the State and Local Tax Collection and Administration Systems, which stipulated that the State Administration of Taxation of the PRC, or SAT, become solely responsible for collecting social insurance premiums. Regulations Relating to Dividend Distribution The principal laws and regulations regulating the dividend distribution of dividends by foreign invested enterprises in the PRC include the Company Law of the PRC, as amended in August 2004, October 2005, December 2013 and October 2018, the Law of Wholly Foreign-owned Enterprises promulgated in April 1986 and amended in October 2000 and September 2016 and its implementation regulations promulgated in December 1990 and subsequently amended in April 2001 and February 2014, the Sino-Foreign Equity Joint Venture Law of the PRC promulgated in July 1979 and subsequently amended in April 1990, March 2001 and September 2016 and its implementation regulations promulgated in September 1983 and subsequently amended in January 1986, December 1987, July 2001, January 2011, February 2014 and March 2019, and the Sino-Foreign Cooperative Joint Venture Law of the PRC promulgated in April 1988 and amended in October 2000, September 2016 and November 2017 and its implementation regulations promulgated in September 1995 and amended in March 2014, March 2017 and November 2017 respectively. The Wholly Foreign-owned Enterprise Law, the Sino-Foreign Equity Joint Venture Law of the PRC and the Sino-Foreign Cooperative Joint Venture Law of the PRC were replaced by the Table of Contents Foreign Investment Law on January 1, 2020. Under the current regulatory regime in the PRC, foreign-invested enterprises in the PRC may pay dividends only out of their retained earnings, if any, determined in accordance with PRC accounting standards and regulations. A PRC company is required to set aside as statutory reserve funds at least 10% of its after-tax profit, until the cumulative amount of such reserve funds reaches 50% of its registered capital unless laws regarding foreign investment provide otherwise. A PRC company shall not distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year. According to the Notice on Improving the Check of Authenticity and Compliance to Further Promote Foreign Exchange Control promulgated by the SAFE, on January 26, 2017, (1) under the principle of genuine transaction, banks shall check board resolutions regarding profit distribution, the original version of tax filing records and audited financial statements; and (2) domestic entities shall hold income to account for previous years' losses before remitting the profits. Moreover, domestic entities shall make detailed explanations of sources of capital and utilization arrangements, and provide board resolutions, contracts and other proof when completing the registration procedures in connection with an outbound investment. Regulations Relating to Foreign Exchange Regulations on foreign currency exchange The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations, as last amended on August 1, 2008, or the FEA Regulations. Pursuant to the FEA Regulations, international payments in foreign exchange and the transfer of foreign exchange under the current account items shall not be subject to any state control or restriction when complying with certain procedural requirements. In contrast, the conversion of RMB into foreign currencies and remittance of the converted foreign currency outside the PRC for the purpose of capital account items, such as direct equity investments, loans and repatriation of investment, requires prior approval from SAFE or its local branches. According to the Circular of SAFE on Further Improving and Adjusting the Foreign Exchange Policies on Direct Investment and its appendix, the Operating Rules for Foreign Exchange Issues with Regard to Direct Investment under Capital Account, promulgated on November 19, 2012 and amended on May 4, 2015, foreign exchange control measures related to foreign direct investment are improved, such as (1) the open of and payment into the foreign exchange account related to direct investment are no longer subject to approval by SAFE; (2) reinvestment with legal income of foreign investors in China is no longer subject to approval by SAFE; (3) purchase and external payment of foreign exchange related to foreign direct investment are no longer subject to approval by SAFE. Later, on February 13, 2015, SAFE issued the Circular on Further Simplifying and Improving Foreign Exchange Administration Policies in Respect of Direct Investment, or Circular 13, effective from June 1, 2015, providing that the bank, instead of SAFE, can directly handle the foreign exchange registration and approval for foreign direct investment and SAFE and its branches. SAFE released the Notice of the State Administration of Foreign Exchange on Reforming the Mode of Management of Settlement of Foreign Exchange Capital of Foreign Invested Enterprises, or Circular 19, on March 30, 2015, which came into force on June 1, 2015. Under Circular 19, a foreign-invested enterprise, within the registered scope of business, may settle their foreign exchange capital following a principal of authenticity on a discretionary basis according to the actual needs of their business operation, and the RMB capital so converted can be used for equity investments within the PRC, which will be regarded as the reinvestment of foreign-invested enterprise, provided that such foreign invested enterprises are not registered as an enterprises Table of Contents mainly engaged in investment business, including foreign investment companies, foreign funded venture capital enterprises and foreign funded equity investment enterprises. The RMB converted from the foreign exchange capital will be kept in a designated account and is not allowed to be used directly or indirectly for purposes beyond its business scope or used to provide RMB entrusted loans (unless permitted within its registered business scope), repayment of inter-company loans (including third-party advances), and repayment of bank RMB loans that have been re-loaned to third parties, and other uses expressly forbidden under Circular 19. The Circular of the SAFE on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or the SAFE Circular No. 16, was promulgated and became effective on June 9, 2016. According to the SAFE Circular No. 16, enterprises registered in PRC may also convert their foreign debts from foreign currency into RMB on self-discretionary basis. The SAFE Circular No. 16 provides an integrated standard for conversion of foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on self-discretionary basis, which applies to all enterprises registered in the PRC. The SAFE Circular No. 16 reiterates the principle that RMB converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purposes beyond its business scope and may not be used for investments in securities or other investment excluding banks' principal-secured financing products within the PRC unless otherwise specifically provided. Besides, the converted RMB shall not be used to make loans for non-affiliated enterprises unless it is permitted within the business scope or to build or to purchase any real estate that is not for the enterprise's own use unless it is a real estate enterprise. On October 23, 2019, SAFE issued SAFE Circular 28, which cancels the restrictions on domestic equity investments by capital fund of non-investment foreign invested enterprises and allows non-investment foreign-invested enterprises to use their capital funds to lawfully make equity investments in China, provided that such investments do not violate the Negative List and the target investment projects are genuine and in compliance with laws. The interpretation and implementation in practice of Circular 28 are still subject to substantial uncertainties given it is a newly issued regulation. Regulations on foreign exchange registration of overseas investment by PRC domestic residents On July 4, 2014, SAFE issued Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents' Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37, to regulate foreign exchange matters in relation to the use of Special Purpose Vehicles, or SPVs, by PRC residents or entities to seek offshore investment and financing or conduct round trip investment in China. Pursuant to SAFE Circular 37, a SPV refers to an overseas enterprise directly formed or indirectly controlled for investment or financing purposes by a domestic resident (domestic institution or domestic individual resident) with the assets or interests it legally holds overseas or in a domestic enterprise, while "round trip investment" refers to the direct investments made in China by domestic residents directly or indirectly through SPVs, namely, the behavior of establishing foreign invested enterprises or projects, or foreign-funded enterprises, in China by formation, acquisition, merger, or any other means, and acquiring interests, such as ownership, control, or operating right, in them. SAFE Circular 37 provides that, before making contribution into an SPV, PRC residents are required to complete foreign exchange registration with SAFE or its local branch according to SAFE Circular 37 and applicable currently effective SAFE regulations including the Administration of Foreign Exchange in Foreign Direct Investments by Foreign Investors. According to the Circular 13, local banks, instead of SAFE, will examine and handle foreign exchange Table of Contents The following chart illustrates the historical and projected size of China's cloud-based CC market in terms of revenues for the years indicated. Table of Contents registration for overseas direct investment, including the initial foreign exchange registration and amendment registration. Failure to comply with the registration procedures set forth in SAFE Circular 37 and the subsequent notice, or making misrepresentation on or failure to disclose controllers of the foreign invested enterprise that is established through round-trip investment, may result in restrictions being imposed on the foreign exchange activities of the relevant foreign invested enterprise, including payment of dividends and other distributions, such as proceeds from any reduction in capital, share transfer or liquidation, to its offshore parent or affiliate, and the capital inflow from the offshore parent, and may also subject relevant PRC residents or entities to penalties under PRC foreign exchange administration regulations. We have used our best efforts to notify PRC residents (domestic institution or domestic individual resident) who directly or indirectly hold shares in our Cayman Islands holding company and who are known to us as being PRC residents to complete the foreign exchange registrations. However, we may not at all times be fully aware or informed of the identities of all our shareholders or beneficial owners, and we cannot compel them to comply with SAFE registration requirements. See "Risk factors Risks Related to Doing Business in China PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiary to liability or penalties, limit our ability to inject capital into our PRC subsidiary, limit our PRC subsidiary's ability to increase its registered capital or distribute profits to us, or may otherwise adversely affect us". Regulations on stock incentive plans Pursuant to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, issued by SAFE on February 15, 2012, employees, directors, supervisors and other senior management participating in any stock incentive plan of an overseas publicly listed company who are PRC citizens or who are non PRC citizens residing in China for a continuous period of not less than one year, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be a PRC subsidiary of such overseas listed company, and complete certain other procedures. Failure to complete the SAFE registrations may subject them to fines and legal sanctions and may also limit our ability to contribute additional capital into our wholly foreign owned subsidiaries in China and limit these subsidiaries' ability to distribute dividends to us. The PRC agents shall, on behalf of the PRC residents who have the right to exercise the employee share options, apply to SAFE or its local branches for an annual quota for the payment of foreign currencies in connection with the PRC residents' exercise of the employee share options. The foreign exchange proceeds received by the PRC residents from the sale of shares under the stock incentive plans granted and dividends distributed by the overseas listed companies must be remitted into the bank accounts in the PRC established by the PRC agents before distribution to such PRC residents. In addition, the PRC agents shall quarterly submit the form for record-filing of information of the Domestic Individuals Participating in the Stock Incentive Plans of Overseas Listed Companies with SAFE or its local branches. We and our PRC citizen employees who have been granted share options, or PRC optionees, are subject to the Stock Option Rules. If we or our PRC optionees fail to comply with the Individual Foreign Exchange Rule or the Stock Option Rules, we and our PRC optionees may be subject to fines and other legal sanctions. In addition, the PRC agents are required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan. Moreover, the SAFE Circular 37 provides that PRC residents who participate in a share incentive plan of an overseas unlisted special purpose company may register with local branches of SAFE before exercising rights. Table of Contents In addition, the SAT has issued circulars concerning employee share options, under which our employees working in the PRC who exercise share options will be subject to PRC individual income tax. Our PRC subsidiary and affiliated entities have obligations to file documents related to employee share options with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options. If our employees fail to pay or if we fail to withhold their income taxes as required by relevant laws and regulations, we may face sanctions imposed by the PRC tax authorities or other PRC government authorities. Regulations Relating to M&A Rule and Overseas Listing in the PRC MOFCOM, China Securities Regulatory Commission, or CSRC, SAFE and three other PRC governmental and regulatory agencies promulgated the Rules on Acquisition of Domestic Enterprises by Foreign Investors on August 8, 2006, as later amended on June 22, 2009, or the M&A Rules, governing the mergers and acquisitions of domestic enterprises by foreign investors. The M&A Rules, among other things, require that if a domestic company, domestic enterprise, or a domestic individual, through an overseas company established or controlled by it/him/her, acquires a domestic company which is affiliated with it/him/her, an approval from the MOFCOM is required. The M&A Rules further requires that an SPV that is controlled directly or indirectly by the PRC companies or individuals and that has been formed for overseas listing purposes through acquisitions of PRC domestic interest held by such PRC companies or individuals, shall obtain the approval of CSRC prior to overseas listing and trading of such SPV's securities on an overseas stock exchange. Moreover, if foreign investors merge a domestic enterprise and obtain the actual control over the enterprise, and if such merger involves any critical industry, affects or may affect the security of national economy, or causes transference of actual control over the domestic enterprise who possesses a resound trademark or PRC time-honored brand, the parties to the merger shall file an application to MOFCOM. Regulations Relating to Taxation Dividend withholding tax The National People's Congress enacted the Enterprise Income Tax Law, which became effective on January 1, 2008 and last amended on December 29, 2018. According to Enterprise Income Tax Law and the Regulation on the Implementation of the Enterprise Income Tax Law, or the Implementing Rules, which became effective on January 1, 2008 and further amended on April 23, 2019, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise in China to its foreign enterprise investors are subject to a 10% withholding tax, unless any such foreign enterprise investor's jurisdiction of incorporation has a tax treaty with China that provides for a preferential withholding arrangement. According to the Notice of the SAT on Negotiated Reduction of Dividends and Interest Rates issued on January 29, 2008, revised on February 29, 2008, and the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Taxes on Income, or Double Tax Avoidance Arrangement, the withholding tax rate in respect of the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise and certain other conditions are met, including: (1) the Hong Kong enterprise must directly own the required percentage of equity interests and voting rights in the PRC resident enterprise; and (2) the Hong Kong enterprise must have directly owned such required percentage in the PRC resident enterprise throughout the 12 months prior to receiving the dividends. However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties issued on February 20, 2009 by the SAT, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or Table of Contents arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment; and based on the Announcement on Certain Issues with Respect to the "Beneficial Owner" in Tax Treaties issued by the SAT on February 3, 2018 and effective from April 1, 2018, if an applicant's business activities do not constitute substantive business activities, it could result in the negative determination of the applicant's status as a "beneficial owner", and consequently, the applicant could be precluded from enjoying the above-mentioned reduced income tax rate of 5% under the Double Tax Avoidance Arrangement. Enterprise income tax The Enterprise Income Tax Law and the Implementing Rules impose a uniform 25% enterprise income tax rate to both foreign invested enterprises and domestic enterprises, except where tax incentives are granted to special industries and projects. Among other tax incentives, the preferential tax treatment continues as long as an enterprise can retain its "High and New Technology Enterprise" status. Under the PRC Enterprise Income Tax Law, an enterprise established outside China with "de facto management bodies" within China is considered a "resident enterprise" for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. A circular issued by the SAT in April 2009 and amended in 2017 regarding the standards used to classify certain Chinese invested enterprises controlled by Chinese enterprises or Chinese enterprise groups and established outside of China as "resident enterprises", which also clarified that dividends and other income paid by such PRC "resident enterprises" will be considered PRC source income and subject to PRC withholding tax, currently at a rate of 10%, when paid to non PRC enterprise shareholders. This circular also subjects such PRC "resident enterprises" to various reporting requirements with the PRC tax authorities. Under the implementing rules, a "de facto management body" is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. On October 17, 2017, the SAT issued the SAT Bulletin 37, which replaced the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, issued by the SAT, on December 10, 2009, and partially replaced and supplemented by the rules under the SAT Bulletin 7, issued by the SAT, on February 3, 2015. Under SAT Bulletin 7, an "indirect transfer" of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax. In respect of an indirect offshore transfer of assets of a PRC establishment, the relevant gain is to be regarded as effectively connected with the PRC establishment and therefore included in its enterprise income tax filing, and would consequently be subject to PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to the immoveable properties in China or to equity investments in a PRC resident enterprise, which is not effectively connected to a PRC establishment of a non-resident enterprise, a PRC enterprise income tax at 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments bears the withholding obligation. Pursuant to SAT Bulletin 37, the withholding party shall declare and pay the withheld tax to the competent tax authority in the place where such withholding party is located within 7 days from the date of occurrence of the withholding obligation. Both SAT Bulletin 37 and SAT Bulletin 7 do not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired from a transaction through a public stock exchange. Table of Contents RMB26.3 billion in 2024, representing a CAGR of 49.3% from 2019 to 2024. The following chart illustrates the historical and projected size of China's cloud-based UC&C market in terms of revenues for the years indicated. Table of Contents Value-added tax The Provisional Regulations of the PRC on Value-added Tax were promulgated by the State Council on December 13, 1993 and came into effect on January 1, 1994 which were subsequently amended in 2008, 2016 and 2017, or the VAT Regulation. The Detailed Rules for the Implementation of the Provisional Regulations of the PRC on Value-added Tax (Revised in 2011) was promulgated by the MOF on December 25, 1993 and subsequently amended on December 15, 2008 and October 28, 2011, and together with the VAT Regulation, or the VAT Law. The PRC State Council approved, and the SAT and the MOF officially launched a pilot value-added tax reform program starting from January 1, 2012, or the Pilot Program, applicable to businesses in selected industries. Businesses in the Pilot Program would pay value-added tax instead of business tax. The Pilot Program was initiated in Shanghai, then further applied to ten additional regions such as Beijing and Guangdong province. On November 19, 2017, the State Council promulgated the Decisions on Abolishing the Provisional Regulations of the PRC on Business Tax and Amending the Provisional Regulations of the PRC on Value-added Tax, or the Order 691. According to the VAT Law and the Order 691, all enterprises and individuals engaged in the sale of goods, the provision of processing, repair and replacement services, sales of services, intangible assets, real property and the importation of goods within the territory of the PRC are the taxpayers of VAT. The VAT rates generally applicable are simplified as 17%, 11%, 6% and 0%, and the VAT rate applicable to the small-scale taxpayers is 3%. On April 4, 2018, Adjustment to Value-added Tax Rates issued by the Ministry of Finance and the SAT was promulgated by MOF and SAT, which came into effect on May 1, 2018, or the Bulletin 32. According to Bulletin 32, the VAT tax rates of 17% and 11% are changed to 16% and 10%, respectively. On March 20, 2019, the Ministry of Finance, State Taxation Administration and General Administration of Customs jointly promulgated the Announcement on Policies for Deeping the VAT Reform or Notice 39, which came into effect on April 1, 2019. Notice 39 further changes the VAT tax rates of 16% and 10% to 13% and 9%, respectively. *Each of Mr. Yipeng Li, Mr. Xiegang Xiong and Mr. Cheng Luo has accepted appointment as our director, effective upon the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. **Each of Mr. Xiaodong Liang, Mr. Zi Yang, Mr. Ming Liao, Mr. Feng Zhu, Ms. Lok Yan Hui and Mr. Jianhong Zhou will resign from our board of directors, effective upon the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. ***Each of Mr. Ching Chiu and Mr. Yunhao Liu has accepted appointment as our independent director, effective upon the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. Changxun Sun is our founder and has served as the chairman of our board of directors and our chief executive officer since our inception. Prior to founding our company, Mr. Sun served as the chief engineer and vice president of research and development of Beijing Hisunsray Information Technology Co., Ltd. from August 2000 to August 2013. From July 1998 to August 2000, Mr. Sun served as a software engineer at the research and development center of PCI-Suntek Technology Co. Ltd. (SHEX: 600728). Mr. Sun received his bachelor's degree in mathematics from Huazhong University of Science and Technology in 1998, and an MBA from Tsinghua University in 2009. Yipeng Li will serve as our director immediately upon the effectiveness of our registration statement on Form F-1, of which this prospectus is a part. Mr. Li has served as our chief financial officer since May 2020. Mr. Li has also served as an independent director and chairman of audit committee of the board of Lizhi Inc. (Nasdaq: LIZI) since January 2020. Prior to joining us, Mr. Li served as the chief financial officer of Sunlands Technology Group (NYSE: STG) from September 2017 to April 2020. Mr. Li served as the chief financial officer of Alibaba Health Information Technology Limited (HKEx: 241), a subsidiary of Alibaba Group, from September 2015 to September 2017. Prior to that, he was the chief financial officer at Jiuxian.com, a leading online platform for alcohol offerings from March 2015 to August 2015. From June 2010 to February 2015, Mr. Li served as the vice president of iQIYI, Inc. (Nasdaq: IQ), in charge of its financial and legal Table of Contents department. Mr. Li received his bachelor's degree in accounting from Simon Fraser University in 2002. Mr. Li is a member of Chinese Institution of Certified Public Accountants. Xiegang Xiong will serve as our director immediately upon the effectiveness of our registration statement on Form F-1, of which this prospectus is a part. Mr. Xiong has served as our chief product officer since November 2018 and our chief technology officer since May 2020. Prior to joining us, Mr. Xiong served as the chief technology officer of Avaya Greater China from April 2012 to October 2018. From May 2000 to March 2012, Mr. Xiong served as a product director at the UC&C product department of Cisco China. From April 1999 to April 2000, Mr. Xiong served as a system engineer manager of Lucent Technologies, Inc. Mr. Xiong received his bachelor's degree in exploration engineering from Chengdu University of Technology in July 1992, and his master's degree in exploration engineering from China University of Geosciences in July 1995. Cheng Luo will serve as our director immediately upon the effectiveness of our registration statement on Form F-1, of which this prospectus is a part. Mr. Luo has served as our chief executive officer assistant since June 2015. Prior to joining us, Mr. Luo served various positions at Jinluo Group, Linksus Digiwork, Attention Communication Group and ZenithOptimedia, focusing on brand and public relations management. Mr. Luo received his bachelor degree in law from Peking University in June 2004. Kui Zhou has served as our director since June 2016. Mr. Zhou is a partner at Sequoia Capital China who has been focusing on early investments in technology, media, telecom and healthcare industries. Currently Mr. Zhou serves as a director of each of IngageApp, Pony AI, Dada Nexus, Eversec, Winona, Ju Shui Tan Technology and iRay Technology Company Limited. Prior to joining Sequoia in 2005, Mr. Zhou spent many years at Lenovo Group. He received his master's degree in business administration from Tsinghua University in 2000. Qingsheng Zheng has served as our director since February 2015. Mr. Zheng has served as a partner at Sequoia Capital China since October 2014, focusing on investments in consumer internet and enterprise. Prior to joining Sequoia, Mr. Zheng served as a partner and director of Trustbridge from 2007 to 2014. Mr. Zheng also worked for Shanda Interactive, BearingPoint, IBM and PwC from 1999 to 2007. Mr. Zheng received his bachelor's degree in economics from Fudan University in 1999. Xiaodong Liang has served as our director since February 2015. Mr. Liang has served as a partner of Trustbridge since January 2014. He also served as the co-chief executive officer of China Literature Limited (HKEx: 772) from March 2015 to April 2020. Mr. Liang received his bachelor's degree in economics in 1998 and his master's degree in economics in 2002 from East China University of Science and Technology. Mr. Liang received his MBA degree from Schulich School of Business of York University in 2009. Zi Yang has served as our director since July 2019. Mr. Yang has served as a legal counsel of Trustbridge since 2018. Prior to joining Trustbridge, Mr. Yang served as a lawyer of Fangda Partners from 2014. Mr. Yang received his bachelor's degree from East China University of Political Science and Law in 2008 and his master's degree from East China University of Political Science and Law in 2011. Ming Liao has served as our director since August 2019. Mr. Liao has been a founding partner and director of Prospect Avenue Capital, a late-stage private equity fund manager focusing on the internet industry, since July 2016. From February 2014 to February 2015, Mr. Liao served as the chief representative of UBS AG's Beijing representative office, working at its investment banking division. Prior to joining UBS, Mr. Liao was a director at the investment banking division of Barclays Capital Asia from May 2011 to March 2013. Before Barclays, Mr. Liao was a vice president at The Carlyle Group's investor relations division from September 2008 to May 2011, responsible for fund Table of Contents BUSINESS Our Mission Our mission is to enhance the daily communication experience and operational productivity for enterprises. We aspire to drive the transformation of the enterprise communications industry by offering innovative marketing and operational tactics and SaaS-based tools. Overview We are the largest multi-capability cloud-based communications solution provider in China, as measured by revenues in 2019, according to the CIC report(8). We are the only provider in China that offers a full suite of cloud-based communications solutions, according to the same source, covering CPaaS, cloud-based CC, and cloud-based UC&C. We serve a diverse and loyal customer base consisting of enterprises of all sizes across a variety of industries, including internet, telecommunications, financial services, education, industrial manufacturing and energy. China's cloud-based communications industry is still in the early stages of development relative to more mature markets globally, and is experiencing significant transformation driven by rapid advancements in cloud and AI technologies. Enterprises in China increasingly focus on digital solutions and are adopting new technologies to improve the efficiency and quality of their intra- and extra-organizational communications. We believe that we are well-positioned to capitalize on this great opportunity in the emerging China market and continue to contribute to the growth of this market. As an industry pioneer, we have accumulated extensive expertise, and developed a variety of proprietary products and services characterized by quality and reliability, to enable seamless connectivity across telecommunications networks. We believe that we are well adapted to serve China's unique market dynamics, leveraging our deep-rooted experience in China's cloud-based communications industry and insights in the specific communications needs of domestic enterprises. With our comprehensive business portfolio and feature-rich solutions, we can accommodate the disparate demands of a broad range of customers across public and private clouds, from small- to medium-sized enterprises to large enterprises. We have developed a highly efficient product development ecosystem, which enables us to capture complex and evolving customer demands and develop new and enhanced features and products that continue to represent compelling value propositions across our customer base. Moreover, we have developed industry-specific solutions with targeted features and functionalities for a number of players in industries, making it efficient for us to scale expediently among enterprises within the same industries. We have experienced robust growth in recent years. As of December 31, 2018 and 2019 and September 30, 2020, we had an active customer base of over 10,200, 11,500 and 12,000 enterprises, respectively, among which 125, 152 and 173 were large-enterprise customers, respectively. In 2018, 2019 and the nine months ended September 30, 2020, the dollar-based net customer retention rate in relation to solutions we offer on a recurring basis was 135.7%, 102.7% and 94.7%, respectively. We served 160, 193 and 128 customers for our project-based solutions in 2018, 2019 and the nine months ended September 30, 2020, respectively. Our revenues increased by 29.7% from RMB501.5 million in 2018 to RMB650.3 million (US$95.8 million) in 2019, and increased by 19.4% from RMB426.3 million in the nine months ended September 30, 2019 to RMB509.0 million (US$75.0 million) in the nine months ended September 30, 2020, of which 72.3%, 75.0%, 74.9% and 76.5% were recurring revenues in the same periods, respectively. In 2018 and Table of Contents raising in China. Prior to joining Carlyle, Mr. Liao was a vice president in the investment banking division of Morgan Stanley Asia from August 2006 to August 2008. Mr. Liao received his bachelor's degree in economics from Renmin University of China in 1995, and his master's degree in public affairs from the Woodrow Wilson School of Public and International Affairs at Princeton University in 2000. Feng Zhu has served as our director since December 2019, and has served as a co-founding partner of V Fund Management Co., Ltd. since January 2016. From November 2011 to December 2015, Mr. Zhu served as an executive director of Goldman Sachs Gaohua Securities Co., Ltd. Mr. Zhu received his bachelor's degree in civil engineering from Dongnan University in 1998 and his MBA degree from Tsinghua University in 2004. Lok Yan Hui has served as our director since March 2019. Ms. Hui has served as the financial controller and joint company secretary of Hi Sun Technology (China) Limited. Prior to joining Hi Sun Technology in 2007, Ms. Hui was a manager of an international public accountancy firm. Ms. Hui received her bachelor's degree in business administration from Chinese University of Hong Kong in 2001. Ms. Hui is currently a certified public accountant of the Hong Kong Institute of Certified Public Accountants. Jianhong Zhou has served as our director since July 2020. Mr. Zhou has served as a deputy general manager of Hunan Hisun Mobile Pay IT Limited since 2009. Mr. Zhou received his bachelor's degree in law from Peking University in 1986. Ching Chiu will serve as our independent director immediately upon the effectiveness of our registration statement on Form F-1, of which this prospectus is a part. Mr. Chiu has served as our director since November 2020. Mr. Chiu is the managing partner and co-founder of VMCapital, which mainly focuses on opportunities at growth stage in education and related industry, and he is responsible for fundraising, investment, post-investment and management of the fund. As one of the founding members of the strategic investment department of New Oriental Education & Technology Group, Mr. Chiu served as the general manager from 2015 to 2018 and led the company's strategic development, mergers and acquisitions and strategic collaboration efforts, as well as maintained domestic and international strategic relations. Mr. Chiu has over a decade of in-depth experience in education investment, and led the investment of over 50 cases, with representative cases including Sunlands Technology Group (NYSE:STG) and Tarena International, Inc. (NASDAQ:TEDU). Prior to that, Mr. Chiu had worked at Ernst & Young and Merrill Lynch. Mr. Chiu holds a master's degree in finance, and a bachelor's degree in economics, both from Peking University's School of Economics. Yunhao Liu will serve as our independent director immediately upon the effectiveness of our registration statement on Form F-1, of which this prospectus is a part. Mr. Liu has served as the dean of the Global Innovation Exchange of Tsinghua University since August 2020. Mr. Liu mainly focuses on IoT, radio-frequency identification, cloud computing and big data in his research and has published a number of research papers and articles in professional journals. From February 2018 to July 2020, Mr. Liu served as an MSU Foundation professor and the chair of the Department of Computer Science and Engineering at Michigan State University. Mr. Liu served as a Chang Jiang professor of the School of Software at Tsinghua University from June 2013 to January 2018, the dean of the School of Software at Tsinghua University from June 2013 to June 2017, and a professor of the School of Information Technology at Tsinghua University from April 2011 to May 2013. Mr. Liu also served various positions including assistant professor, associate professor and postgraduate director of the Department of Computer Science at Hong Kong University of Science and Technology from July 2004 to March 2011. Mr. Liu received his bachelor's degree in automation from Tsinghua University in 1995, his master's degree from the Graduate School of Translation and Interpreting at Beijing Foreign Studies University in 1997, and his master's degree Table of Contents and Ph.D. from the Department of Computer Science and Engineering at Michigan State University in 2003 and 2004, respectively. The business address of our directors and executive officers is 16/F, Tower A, Fairmont Tower, 33 Guangshun North Main Street, Chaoyang District, Beijing, the PRC. No family relationship exists between any of our directors and executive officers. Board of Directors Our board of directors will consist of eight directors upon the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. A director is not required to hold any shares in our company to qualify to serve as a director. A director may vote with respect to any contract, proposed contract or arrangement notwithstanding that he may be interested therein, and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of our directors at which any such contract or proposed contract or arrangement is considered, provided (1) such director has declared the nature of his interest at the earliest meeting of the board at which it is practicable for him to do so, either specifically or by way of a general notice and (2) if such contract or arrangement is a transaction with a related party, such transaction has been approved by the audit committee. Our directors may from time to time at their discretion exercise all the powers of the company to borrow money, mortgage or charge its undertaking, property and assets (present or future) and uncalled capital or any party thereof, and issue debentures, debenture share, bonds or other securities whether outright or as collateral security for any obligation of the company or of any third party. None of our directors has a service contract with us that provides for benefits upon termination of service. Committees of the Board of Directors We will establish three committees under the board of directors immediately upon the effectiveness of our registration statement on Form F-1, of which this prospectus is a part, including an audit committee, a compensation committee and a nominating and corporate governance committee. We will adopt a charter for each of the three committees. Each committee's members and functions are described below. Audit committee Our audit committee will consist of Mr. Ching Chiu and Mr. Yunhao Liu. Mr. Ching Chiu will be the chairman of our audit committee. We have determined that each of Mr. Ching Chiu and Mr. Yunhao Liu satisfies the "independence" requirements of Section 303A of the New York Stock Exchange Listed Company Manual and meets the independence standards under Rule 10A-3 under the Exchange Act. Our board of directors has also determined that Mr. Ching Chiu qualifies as an "audit committee financial expert" within the meaning of the SEC rules and possesses financial sophistication within the meaning of the New York Stock Exchange Listed Company Manual. The audit committee will oversee our accounting and financial reporting processes and the audits of our financial statements. The audit committee will be responsible for, among other things: selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services performed by our independent registered public accounting firm; reviewing with the independent registered public accounting firm any audit problems or difficulties and management's response; reviewing and approving all proposed related-party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; Table of Contents discussing the annual audited financial statements with management and our independent registered public accounting firm; reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; annually reviewing and reassessing the adequacy of our audit committee charter; meeting separately and periodically with management and our independent registered public accounting firms; monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and reporting regularly to the board of directors. Compensation committee Our compensation committee will consist of Mr. Changxun Sun, Mr. Kui Zhou and Mr. Ching Chiu. Mr. Changxun Sun will be the chairman of our compensation committee. We have determined that Mr. Ching Chiu satisfies the "independence" requirements of Section 303A of the New York Stock Exchange Listed Company Manual. The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things: reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans; and selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person's independence from management. Nominating and corporate governance committee Our nominating and corporate governance committee will consist of Mr. Changxun Sun, Mr. Ching Chiu and Mr. Yunhao Liu. Mr. Changxun Sun will be the chairman of our nominating and corporate governance committee. We have determined that each of Mr. Ching Chiu and Mr. Yunhao Liu satisfies the "independence" requirements of Section 303A of the New York Stock Exchange Listed Company Manual. The nominating and corporate governance committee will assist the board of directors in selecting directors and in determining the composition of our board and board committees. The nominating and corporate governance committee will be responsible for, among other things: identifying and recommending nominees for election or re-election to our board of directors, or for appointment to fill any vacancy; reviewing annually with our board of directors its composition in light of the characteristics of independence, age, skills, experience and availability of service to us; Table of Contents partnerships with multiple regional mobile network operators are well-positioned to consolidate China's cloud-based communications industry. Competitive Strengths We believe that we are well-positioned to capture the market opportunities for the following reasons. Recognized market leader with a full suite of solution offerings We are the largest multi-capability cloud-based communications solution provider in China, as measured by revenues in 2019, according to the CIC report(4). As an industry pioneer, we have accumulated extensive expertise and developed a full suite of cloud-based communications solutions including CPaaS, cloud-based CC and cloud-based UC&C. This enables us to accommodate the disparate demands of a broad range of customers across public and private clouds, from small- to medium-sized enterprises to large enterprises, critical for the emerging market in China. We have developed a highly efficient product development ecosystem, which enables us to capture complex and evolving customer demands and develop new and enhanced features and products that continue to represent compelling value propositions across our customer base. Moreover, we have developed industry-specific solutions with targeted features and functionalities for a number of industries, which include internet, telecommunications, financial services, education, industrial manufacturing and energy, effectively formulating the industry standards and raising the entry barrier. We believe "Ronglian" is one of the most recognized brands for enterprises in China among those seeking to adopt cloud-based communications solutions. In 2018, we were recognized as an "Artificial Intelligence Innovative Enterprise" by the Institute of Electrical and Electronics Engineers in China. In 2019, we were recognized as one of the "Top Ten Enterprise Cloud Technology Vendors", ranking first in the field of cloud-based communications, by iFenxi, a leading research institute in China. In 2020, our proprietary voice-based AI robot was recognized as a "Reliable AI Product" by China Academy of Information and Communications Technology. We believe our recognized leadership position and comprehensive business portfolio position us well to adapt to the market dynamics and capitalize on the tremendous growth opportunity in China's emerging and fast-evolving cloud-based communications industry. Proprietary top-tier technologies premised on innovation We offer our customers top-tier cloud-based communications solutions with proprietary technological capabilities. Our solutions support omni-channel access and multi-format communications and encompass various composable functional modules to empower ready-to-use communications capabilities. In particular, our RongVideo, with enterprise-grade video capability, enables more reliable and interactive collaboration experience through instant messaging and video conferencing across disparate devices and among scattered worksites. Our RongCC incorporates AI technologies to automate certain tasks of contact center agents, monitor service quality and optimize outbound telemarketing efforts. Leveraging big data technologies, it also formulates target customer profiles to achieve targeted telemarketing. We believe applying advanced technologies to various business communications scenarios saves labor costs, as well as improves communications efficiency and experience. Table of Contents selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; developing and reviewing the corporate governance principles adopted by the board and advising the board with respect to significant developments in the law and practice of corporate governance and our compliance with such laws and practices; and evaluating the performance and effectiveness of the board as a whole. Terms of Directors and Officers Our directors may be appointed by a resolution of our board of directors, or by an ordinary resolution of our shareholders, pursuant to the post-offering memorandum and articles of association of our company effective immediately prior to completion of this offering. Our directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution of the shareholders (unless he has sooner vacated office) or upon any specified event or after any specified period in a written agreement between our company and the director, if any; but no such term shall be implied in the absence of an express provision. A director will cease to be a director if, among other things, the director (1) becomes bankrupt or makes any arrangement or composition with his creditors; (2) dies or is found by our company to be or becomes of unsound mind; (3) resigns his office by notice in writing to the company; (4) without special leave of absence from our board, is absent from three consecutive board meetings and our board of directors resolve that his office be vacated; or (5) is removed from office pursuant to any other provision of our third amended and restated memorandum and articles of association. Our officers are appointed by and serve at the discretion of the board of directors. Duties of Directors Under Cayman Islands law, our directors owe to us fiduciary duties, including a duty of loyalty, a duty to act honestly and a duty to act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than what may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care, and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time. Our company may have the right to seek damages if a duty owed by our directors is breached. A shareholder may in certain limited exceptional circumstances have the right to seek damages in our name if a duty owed by our directors is breached. See "Description of Share Capital Differences in Corporate Law" for additional information on our standard of corporate governance under Cayman Islands law. Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others: convening shareholders' annual general meetings and reporting its work to shareholders at such meetings; declaring dividends and distributions; appointing officers and determining the term of office of officers; Table of Contents exercising the borrowing powers of our company and mortgaging the property of our company; and approving the transfer of shares of our company, including the registering of such shares in our share register. Employment Agreements We have entered into employment agreements with our executive officers. Each of our executive officers is employed for a specified time period, which will be automatically extended for successive one-year terms unless either party gives the other party a prior written notice to terminate employment. We may terminate the employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, including conviction or pleading of guilty to a felony, fraud, misappropriation or embezzlement, negligent or dishonest act to our detriment, misconduct or failure to perform his or her duty, disability, or death. An executive officer may terminate his or her employment at any time with a one-month prior written notice if there is a material and substantial reduction in such executive officer's existing authority and responsibilities or at any time if the termination is approved by our board of directors. Each executive officer intends to agree to hold, both during and after the employment agreement expires or is earlier terminated, in strict confidence and not to use, except for our benefit, any confidential information. Each executive officer also intends to agree to assign to us all his or her all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets. Each executive officer intends to agree that, during his or her term of employment and for a period of two years after terminating employment with us, such executive officer will not, without our prior written consent, (1) approach our suppliers, clients, customers or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (2) assume employment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors, without our express consent; or (3) seek directly or indirectly, to solicit the services of, or hire or engage any of our employees who is employed by us on or after the date of the executive officer's termination, or in the year preceding such termination, without our express consent. Indemnification Agreements We have entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against all liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company to the fullest extent permitted by law with certain limited exceptions. Compensation of Directors and Executive Officers For 2020, the aggregate cash compensation to directors and executive officers was approximately RMB4.5 million (US$0.7 million), respectively, and we did not pay any compensation to our non-executive directors. This amount consisted only of cash and did not include any share-based compensation or benefits in kind. Each of our directors and officers is entitled to reimbursement for all necessary and reasonable expenses properly incurred in the course of employment or service. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors, except that our PRC subsidiary, our VIE and its subsidiaries are required by law to make contributions equal to certain Table of Contents percentages of each employee's salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund. Our board of directors may determine compensation to be paid to the directors and the executive officers. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors and the executive officers. For information regarding share awards granted to our directors and officers, see " Share Incentive Plans". Share Incentive Plans 2016 Share Incentive Plan In January 2017, our board of directors approved and adopted the 2016 share incentive plan, or the 2016 Plan. The 2016 Plan is intended to promote our success and shareholder value by attracting, motivating and retaining selected employees and other eligible participants through the awards. As of the date of this prospectus, the maximum aggregate number of ordinary shares which may be issued pursuant to all awards under the 2016 Plan is 29,525,465. As of the date of this prospectus, options to purchase an aggregate of 28,666,091 ordinary shares are granted under the 2016 Plan, among which, options to purchase 21,475,868 ordinary shares granted to certain employees (comprising (i) 11,300,970 options exercisable as of September 30, 2020, of which the holders elected to exercise on January 25, 2021; (ii) 329,167 options granted but unvested as of September 30, 2020, and were subsequently vested and exercised on January 25, 2021; (iii) 6,685,721 options granted but unvested as of September 30, 2020 and the vesting was accelerated that the options were exercised on January 25, 2021, which may be repurchased by our company in case of termination of employment; and (iv) 3,160,010 options granted in December 2020 and January 2021, and the vesting was accelerated that the options were exercised on January 25, 2021, which may be repurchased by our company in case of termination of employment); and options to purchase 7,190,223 ordinary shares are still outstanding, with exercise prices ranging from US$0.147 per share to US$0.38 per share. The 21,475,868 ordinary shares issued upon exercise of the options above include options granted to certain management members to purchase 6,410,750 ordinary shares, and are subject to restrictions on transfer during their respective original vesting periods and may be repurchased by our company at the original exercise price to the extent any remains unvested in case of termination of employment. As of the date of this prospectus, among 21,475,868 ordinary shares issued upon exercise of the options, (1) 9,778,856 ordinary shares are still subject to restrictions and will remain in effect subject to the original vesting schedule following the completion of this offering, and (2) all the remaining 11,697,012 ordinary shares became unrestricted under their respective original vesting schedules as of the date of this prospectus, including 66,875 shares that were initially subject to such restrictions at the date of exercise. The ordinary shares underlying the options granted under the 2016 Plan will be re-classified and re-designated into Class A ordinary shares on a one-for-one basis immediately prior to the completion of this offering. For discussions of our accounting policies and estimates for awards granted pursuant to the 2016 Plan, see "Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Estimates Share-based compensation". The following paragraphs summarize the principal terms of the 2016 Plan. Table of Contents Types of awards. The 2016 Plan permits the award of options, or restricted shares. Eligibility. The 2016 Plan provides for the grant of awards to, among others, employees, directors or consultants of our company, or employees, directors or consultants of our related entities, such as a subsidiary corporation. Administration. Subject to the terms of the 2016 Plan, the 2016 Plan will be administered by our board of directors, or one or more committees as appointed by our board of directors, comprising at least one member of the board of directors. Award agreements. Awards granted under the 2016 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event that the grantee's employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award. Vesting schedule and price. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement. The plan administrator will have sole discretion in approving and amending the terms and conditions of awards including, among others, exercise or purchase prices, the number of shares granted, vesting and exercise schedules and acceleration provisions, as applicable, which are stated in the award agreement. Compliance with law. An award may not be exercised nor may any shares be issued thereunder unless the exercise and issuance comply with all applicable laws. Transferability. An award may not be transferred, except provided in the 2016 Plan, such as transfers by will or by laws of descent or distribution, or as provided in the relevant award agreement or otherwise determined by the plan administrator. Changes to capitalization. In the event of share splits, combinations, exchanges and other specified changes in our capital structure not involving the receipt of consideration by us, the 2016 Plan provides for the proportional adjustment of the number and class of shares reserved under the 2016 Plan and the number, class and price of shares, if applicable, of all outstanding awards. Merger or change in control transactions. In the event of a change in control, as defined in the 2016 Plan, each outstanding and unvested award will be treated as the plan administrator deems appropriate, including that the awards may be assumed or substituted, or fully cancelled for no consideration, and each outstanding and vested award will be treated, at the discretion of the plan administrator, in one or more of the manners including assumed or substituted with options or shares of the surviving company or cancelled for cash at the amount equal to the excess of fair value of the underlying shares over the exercise price, otherwise, such outstanding vested awards will be terminated. Amendment and termination. The 2016 Plan has a term of ten years commencing from the date of the board approval, unless terminated earlier in accordance with its terms. Our board of directors has the authority to terminate, amend or modify the 2016 Plan. However, no amendment or termination of the 2016 Plan may affect any shares previously issued or any options previously granted to a participant and certain changes may require shareholder approval, including if it materially changes the category of persons who are eligible for the grant of options or the restricted shares. Table of Contents 2021 Share Incentive Plan In January 2021, our shareholders and board of directors adopted our 2021 share incentive plan, or the 2021 Plan, to motivate attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business. Under the 2021 Plan, the maximum aggregate number of Class A ordinary shares which may be issued pursuant to all awards under such plan is 15,144,221, or the award pool, which constitutes 5% of the total issued and outstanding shares of our company on a fully-diluted basis as of the date of adoption. In addition, the maximum number of Class A ordinary shares under the award pool which may be issued pursuant to all awards under the plan shall be no greater than 40%, 60%, 80% and 100%, respectively, of the award pool on or prior to the first anniversary, second anniversary, third anniversary and fourth anniversary of the effective date of the plan, respectively. Such underlying shares (if granted prior to the completion of this offering) will be re-classified and re-designated into Class A ordinary shares on a one-for-one basis immediately prior to the completion of this offering. As of the date of this prospectus, no award has been granted under the 2021 Plan. The following paragraphs summarize the principal terms of the 2021 Plan. Types of awards. The 2021 Plan permits the awards of options, restricted shares, restricted share units or any other type of awards approved by our board of directors or compensation committee of the board, or the committee. Plan administration. Our board of directors or the committee administers the 2021 Plan. The board or the committee determines, among other things, the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant. Award agreement. Awards granted under the 2021 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event of the grantee's employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award. Eligibility. We may grant awards to our employees, directors and consultants. Vesting schedule. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement. Exercise of awards. The exercise price per share subject to an option is determined by the plan administrator and set forth in the award agreement, which may be a fixed price or a variable price related to the fair market value of the shares. The vested portion of option will expire if not exercised prior to the time as the plan administrator determines at the time of its grant. Transfer restrictions. Awards may not be transferred in any manner by the eligible participant other than in accordance with the limited exceptions, such as transfers to our company or a subsidiary of ours, transfers to the immediate family members of the participant by gift, the designation of a beneficiary to receive benefits if the participant dies, permitted transfers or exercises on behalf of the participant by the participant's duly authorized legal representative if the participant has suffered a disability, or, subject to the prior approval of the plan administrator or our executive officer or director authorized by the plan administrator, transfers to one or more natural persons who are the participant's family members or entities owned and controlled by the participant and/or the participant's family members, including but not limited to trusts or other Table of Contents entities whose beneficiaries or beneficial owners are the participant and/or the participant's family members, or to such other persons or entities as may be expressly approved by the plan administrator, pursuant to such conditions and procedures as the plan administrator may establish. Termination and amendment. Unless terminated earlier, the 2021 Plan has a term of ten years. Our board of directors may terminate, amend or modify the plan, subject to the limitations of applicable laws. However, no such action may adversely affect in any material way any award previously granted without prior written consent of the participant. Share Restriction Agreements We entered into a share restriction agreement with an entity controlled by Mr. Changxun Sun, our founder, chairman of board of directors and chief executive officer, pursuant to which 8,154,893 ordinary shares beneficially owned by Mr. Changxun Sun became restricted shares, subject to certain repurchase and transfer restrictions. Such restricted shares are scheduled to vest in equal annual installments over three years commencing from August 28, 2019, as long as he remains as our employee. All the unvested restricted shares will immediately be fully vested and released from all the restrictions upon the completion of this offering. Table of Contents PRINCIPAL SHAREHOLDERS The following table sets forth information concerning the beneficial ownership of our ordinary shares, as of the date of this prospectus, as adjusted to reflect the sale of ADSs representing Class A ordinary shares in this offering, for: each of our directors and executive officers; and each person known to us to beneficially own 5% or more of our ordinary shares. The percentage of beneficial ownership in the table below is calculated based on (1) 279,690,602 shares outstanding on an as-converted basis as of the date of this prospectus, and (2) 294,040,763 Class A ordinary shares and 25,649,839 Class B ordinary shares outstanding on an as-converted basis immediately after the completion of this offering, including 40,000,000 Class A ordinary shares to be sold by us in this offering represented by ADSs, but excludes (1) 7,190,223 Class A ordinary shares to be issued upon future exercise of outstanding options under the 2016 Plan, (2) 661,376 Class A ordinary shares to be issued upon future exercise of the series C warrant, subject to adjustment, and (3) the Class A ordinary shares to be issued upon exercise of the option to purchase additional ADSs represented by Class A ordinary shares. To our knowledge, except as indicated in the footnotes to the following table, the persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days of the date of this prospectus, including through the exercise of any option, warrant or other right or the *Represents less than 1% of our total outstanding shares on an as converted basis. **Each of Mr. Yipeng Li, Mr. Xiegang Xiong and Mr. Cheng Luo has accepted appointment as our director, effective upon the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. ***Each of Mr. Xiaodong Liang, Mr. Zi Yang, Mr. Ming Liao, Mr. Feng Zhu, Ms. Lok Yan Hui and Mr. Jianhong Zhou will resign from our board of directors, effective upon the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. ****Each of Mr. Ching Chiu and Mr. Yunhao Liu has accepted appointment as our independent director, effective upon the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. Except as indicated otherwise below, the business address of our directors and executive officers is 16/F, Tower A, Fairmont Tower 33 Guangshun North Main Street, Chaoyang District, Beijing, People's Republic of China. Beneficial ownership information disclosed herein represents direct and indirect holdings of entities owned, controlled or otherwise affiliated with the applicable holder as determined in accordance with the rules and regulations of the SEC. Immediately prior to this offering, (1) 25,649,839 pre-offering Class A ordinary shares beneficially owned by Mr. Changxun Sun, our founder, chairman of board of directors and chief executive officer, will be re-designated and re-classified into Class B ordinary shares on a one-for-one basis; and (2) all of our remaining outstanding 254,040,763 ordinary shares and preferred shares will be re-classified and converted into Class A ordinary shares on a one-for-one basis. For each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group with respect to all outstanding shares of our Table of Contents Class A and Class B ordinary shares as a single class. Each holder of our Class A ordinary shares is entitled to one vote per share. Each holder of our Class B ordinary shares is entitled to ten votes per share. Our Class B ordinary shares are convertible at any time by the holder into Class A ordinary shares on a one-for-one basis, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. (1)Represents (1) 25,649,839 pre-offering Class A ordinary shares held by Cloopen Co., Ltd., a company wholly-owned by Mr. Changxun Sun, (2) 11,177,376 pre-offering Class A ordinary shares held by Kastle Limited, a company incorporated under the laws of Hong Kong and a trustee that holds such shares for and on behalf of certain management of our company, (3) 1,700,000 pre-offering Class A ordinary shares held by Wisdom Legend Investment Limited, a company controlled by Mr. Xiaoguang Li, and (4) 2,000,000 pre-offering Class A ordinary shares held by Flawless Success Limited, a nominee of an employee incentive trust that holds such shares for and on behalf of the grantees under our share incentive plans issued due to exercise of options under the 2016 Plan. The voting power of all of our shares held by Wisdom Legend Investment Limited and Kastle Limited is vested to and controlled by Mr. Changxun Sun until the completion of this offering. 8,154,893 shares owned by Mr. Changxun Sun through Cloopen Co., Ltd. is subject to certain transfer and repurchase restrictions, which will be terminated upon the completion of this offering. See "Management Share Restriction Agreements". The business address of Mr. Changxun Sun is at 16/F, Tower A, Fairmont Tower 33 Guangshun North Main Street, Chaoyang District, Beijing, People's Republic of China. The registered address of Flawless Success Limited is Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands. (2)Excludes shares held by Max Honest Limited, see footnote (5). (3)Represents (1) 12,853,688 series E preferred shares held by Prospect Avenue Capital Limited Partnership, a limited partnership incorporated in the Cayman Islands and (2) 951,597 pre-offering Class A ordinary shares held by Foley Square Investment Limited, a limited company incorporated in Hong Kong. The general partners of Prospect Avenue Capital Limited Partnership are Prospect Avenue Capital Inc. and Shiny Gloss Limited, both of which are ultimately controlled by Mr. Ming Liao. The registered office of Prospect Avenue Capital Limited Partnership is at P.O. Box 2075, #31 The Strand, 46 Canal Point Drive, Grand Cayman KY1-1105, Cayman Islands. Foley Square Investment Limited is wholly owned by Mr. Ming Liao. The registered office of Foley Square Investment Limited is at Unit A1 of Unit A, 11F Success Comm Bldg, 245-251 Hennessy Rd, Hong Kong. (4)Represents (1) 45,800,000 pre-offering Class B ordinary shares, (2) 7,443,326 series C preferred shares, and (3) 2,434,015 series D preferred shares, all of which are held by Main Access Limited, a company incorporated in Bright Virgin Islands. Main Access Limited is an indirect wholly-owned subsidiary of Hi Sun Technology (China) Limited, which is a company listed on The Stock Exchange of Hong Kong Limited (Stock Code: 818), and there is no ultimate controlling person of Main Access limited. The registered office of Main Access Limited is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. (5)Represents (1) 8,457,962 pre-offering Class B ordinary shares, 18,642,038 series A preferred shares and 428,456 series E preferred shares held by Sequoia Capital CV IV Holdco, Ltd., a company incorporated in Cayman Islands with limited liability, and (2) 26,051,641 series C preferred shares held by Max Honest Limited. The sole shareholder of Sequoia Capital CV IV Holdco, Ltd. is Sequoia Capital CV IV Senior Holdco, Ltd. The sole shareholder of Sequoia Capital CV IV Senior Holdco, Ltd. is Sequoia Capital China Venture Fund IV, L.P., the general partner of which is SC China Venture IV Management, L.P., whose general partner is SC China Holding Limited. SC China Holding Limited is wholly owned by SNP China Enterprises Limited, which in turn is wholly owned by Mr. Neil Nanpeng Shen. The registered office of Sequoia Capital CV IV Holdco, Ltd. is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The sole shareholder of Max Honest Limited is Beijing Sequoia Mingde Equity Investment Center Company (L.P.), or, Mingde, whose general partner is Beijing Sequoia Kunde Investment Management Center Limited Partnership, or Kunde. The general partner of Kunde is Shanghai Huanyuan Investment Management Limited, or Huanyuan. Huanyuan is wholly owned by Mr. Kui Zhou and Ms. Xin Fu. The investment committee of Mingde, which includes Mr. Neil Nanpeng Shen and Mr. Kui Zhou, manages the decisions taken by Mingde to vote or to direct a vote, or to dispose, or direct the disposition of, the shares held by Mingde. As the management power is vested in the investment committee of which Mr. Neil Nanpeng Shen and Mr. Kui Zhou are members, Mr. Shen and Mr. Zhou may be deemed to share voting and dispositive power over the shares held by Mingde. The registered office of Max Honest Limited is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. (6)Represents 1,700,000 pre-offering Class B ordinary shares, 19,617,225 series B preferred shares, 7,443,326 series C preferred shares and 9,736,060 series D preferred shares held by Trustbridge Partners V, L.P., a private fund managed by Trustbridge Partners incorporated in the Cayman Islands as an exempted limited partnership. The general partner of Trustbridge Partners V, L.P. is TB Partners GP5, L.P., the general partner of which is TB Partners GP5 Limited, which is wholly-owned by Shujun Li. The registered office of Trustbridge Partners V, L.P. is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Table of Contents (7)Represents 2,800,000 pre-offering Class A ordinary shares held by Flawless Success Limited, a nominee of an employee incentive trust that holds such shares for and on behalf of the grantees under our share incentive plans. The registered address of Flawless Success Limited is Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands. As of the date of this prospectus, none of our ordinary shares or preferred shares are held by record holders in the United States. None of our shareholders has informed us that it is affiliated with a registered broker-dealer or is in the business of underwriting securities. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. See "Description of Share Capital History of Securities Issuances" for our major shareholders. Immediately upon completion of this offering, we anticipate that 60.61% of our issued and outstanding shares will be held by our affiliates and 39.39% will be held by non-affiliates. Historical Changes in Our Shareholding See "Description of Share Capital History of Securities Issuances" for historical changes in our shareholding. Table of Contents RELATED PARTY TRANSACTIONS Transactions with Certain Related Parties Transactions with certain managements We leased an office space for one of our affiliated entities through Beijing Puhui Sizhong Technology Limited Company, a company affiliated with Mr. Changxun Sun, as a result of which, we paid rental expenses of RMB0.1 million, RMB0.1 million (US$14,000) and RMB0.2 million (US$22,000) to this company in 2018, 2019 and the nine months ended September 30, 2020. In June 2016, Mr. Changxun Sun entered into a loan agreement with us to obtain an interest-free loan of approximately US$6.4 million for the subscription of 27,862,642 ordinary shares. In February 2017, we repurchased 10,879,664 ordinary shares, which reduced the amount of such loan to US$3.7 million. As of the date of this prospectus, Mr. Changxun Sun repaid approximately US$1,698 and our shareholders resolved to waive the remaining approximately US$3,672,678 in recognition of his past performance and contribution to our company. In 2018, 2019 and the nine months ended September 30, 2020, we provided certain interest-free loans to three management members of our company, including Mr. Changxun Sun. As of December 31, 2018 and 2019 and September 30, 2020, the amount due from the such management members were RMB2.8 million, RMB2.5 million (US$0.4 million) and RMB4.3 million (US$0.6 million), respectively. All the loan balance has been fully repaid as of the date of this prospectus. Transitions with entities affiliated with a principal shareholder We provided cloud-based UC&C solutions to subsidiaries of Hi Sun Technology (China) Limited, or Hi Sun Technology, an entity affiliated with Main Access Limited, which is one of our principal shareholders. We generated revenues of RMB38.5 million, RMB38.3 million (US$5.6 million), RMB28.9 million and RMB20.3 million (US$3.0 million) in 2018, 2019 and the nine months ended September 30, 2019 and 2020, respectively. The amounts due from Hi Sun Technology, which were recorded under accounts receivable, net, were RMB19.6 million, RMB12.5 million (US$1.8 million) and RMB8.8 million (US$1.3 million) as of December 31, 2018 and 2019 and September 30, 2020, respectively. Deposits paid by us for performance guarantee, which were recorded under prepayments and other current assets, were nil, RMB3.9 million (US$0.6 million) and RMB3.9 million (US$0.6 million) as of December 31, 2018 and 2019 and September 30, 2020, respectively. We also engaged subsidiaries of Hi Sun Technology for outsourcing services in relation to project execution, and recognized cost of revenues of RMB1.3 million, RMB7.9 million (US$1.2 million), RMB6.2 million, and RMB 0.4 million (US$57,000) in 2018, 2019 and the nine months ended September 30, 2019 and 2020, respectively. We also engaged subsidiaries of Hi Sun Technology for outsourcing services in relation to research and development, and recognized research and development expenses of RMB4.1 million (US$0.6 million) in the nine months ended September 30, 2020. The amounts due to Hi Sun Technology (China) Limited, which were recorded under accounts payable, were RMB1.2 million, RMB3.2million (US$0.5 million) and RMB1.0 million (US$0.1 million) as of December 31, 2018 and 2019 and September 30, 2020, respectively. Transactions with an unconsolidated affiliate For the nine months ended September 30, 2020, we provided office rental services to Beijing Jingu Shitong Technology Co., Ltd., or Beijing Jingu, an unconsolidated affiliate, and generated rental income of RMB0.2 million (US$35,000). As of September 30, 2020, the amount due was approximately RMB40,000 (US$6,000). Table of Contents For the nine months ended September 30, 2020, we provided certain interest-free loans to Beijing Jingu. As of September 30, 2020, the amount due was RMB1.4 million (US$0.2 million). Contractual Agreements with Our VIE and Its Shareholders See "Corporate History and Structure Contractual Arrangements". Private Placements See "Description of Share Capital History of Securities Issuances". Shareholders Agreement See "Description of Share Capital History of Securities Issuances Shareholders agreement". Employment Agreements and Indemnification Agreements See "Management Employment Agreements" and "Management Indemnification Agreements". Share Incentive Plans See "Management Share Incentive Plans". Table of Contents DESCRIPTION OF SHARE CAPITAL We were incorporated as an exempted company with limited liability under the Companies Act of the Cayman Islands, as amended, or the Companies Act, on January 3, 2014. Our corporate affairs are governed by our memorandum and articles of association, as amended from time to time and the Companies Act, and the common law of the Cayman Islands. As of the date of this prospectus, our authorized share capital is US$100,000 divided into 1,000,000,000 shares with par value of US$0.0001 each, comprising (1) 841,099,986 ordinary shares, par value of US$0.0001 each, among which 626,242,010 are designated as pre-offering Class A ordinary shares, par value of US$0.0001 each, or the pre-offering Class A ordinary shares, and 214,857,976 are designated as pre-offering Class B ordinary shares, par value of US$0.0001 each, or the pre-offering Class B ordinary shares, (2) 18,642,038 series A preferred shares, par value of US$0.0001 each, or the series A preferred shares, (3) 19,617,225 series B preferred shares, par value of US$0.0001 each, or the series B preferred shares, (4) 44,659,956 series C preferred shares, par value of US$0.0001 each, or the series C preferred shares, (5) 12,462,157 series D preferred shares, par value of US$0.0001 each, or the series D preferred shares, (6) 20,137,444 series E preferred shares, par value of US$0.0001 each, or the series E preferred shares, and (7) 43,381,194 series F preferred shares, par value of US$0.0001 each, or the series F preferred shares, among which, 64,832,626 pre-offering Class A ordinary shares, 55,957,962 pre-offering Class B ordinary shares, 18,642,038 series A preferred shares, 19,617,225 series B preferred shares, 44,659,956 series C preferred shares, 12,462,157 series D preferred shares, 20,137,444 series E preferred shares and 43,381,194 series F preferred shares are issued and outstanding. Immediately prior to completion of this offering, each of the pre-offering Class A ordinary shares beneficially owned by Mr. Changxun Sun will be re-designated and converted into one Class B ordinary share of our company with a par value of US$0.0001 each, or Class B ordinary shares, and each of the ordinary shares and preferred shares in the capital of our company, whether issued (excluding the pre-offering class A ordinary shares beneficially owned by Mr. Changxun Sun) or unissued will be re-designated and converted into one Class A ordinary share of our company with a par value of US$0.0001 each, or Class A ordinary shares. Subject to the approval of the existing shareholders of our company, immediately prior to the completion of this offering, our authorized share capital will be US$100,000 divided into 1,000,000,000 ordinary shares, with a par value of US$0.0001 each, comprising of 600,000,000 Class A ordinary shares, 25,649,839 Class B ordinary shares and 374,350,161 shares with a par value of US$0.0001 each, of such class or classes (however designated) as our board of directors may determine in accordance with our eighth amended and restated memorandum and articles of association, among which, 294,040,763 Class A ordinary shares and 25,649,839 Class B ordinary shares will be issued and outstanding, assuming the underwriters do not exercise their option to purchase additional ADSs. Our Post-offering Memorandum and Articles of Association We plan to adopt, subject to the approval of the existing shareholders, the eighth amended and restated memorandum and articles of association, or the post-offering memorandum and articles of association, which will become effective immediately prior to the completion of this offering and replace our current memorandum and articles of association in its entirety. The following are summaries of material provisions of our post-offering amended and restated memorandum and articles of association and the Companies Act insofar as they relate to the material terms of our ordinary shares that we expect will become effective immediately prior to the completion of this offering. The following description of our share capital and provisions of our post-offering memorandum and articles of association are summaries and are qualified by reference to our post-offering Table of Contents memorandum and articles of association that will be in effect immediately prior to the completion of this offering. Copies of these documents have been filed with the SEC as exhibits to our registration statement on Form F-1, of which this prospectus forms a part. The descriptions of the ordinary shares reflect changes to our capital structure that will occur when our post-offering memorandum and articles of association becomes effective. The following discussion primarily concerns ordinary shares and the rights of holders of ordinary shares. The holders of ADSs will not be treated as our shareholders and will be required to surrender their ADSs for cancellation and withdrawal from the depositary facility in which the ordinary shares are held in order to exercise shareholders' rights with respect to the ordinary shares. The depositary will agree, so far as it is practical, to vote or cause to be voted the amount of Class A ordinary shares represented by ADSs in accordance with the non-discretionary written instructions of the holders of such ADSs. See "Description of American Depositary Shares". Ordinary shares All of our issued and outstanding ordinary shares, which consist of Class A ordinary shares and Class B ordinary shares, are fully paid and non-assessable. Our ordinary shares are issued in registered form and are issued when registered in our register of members. We may not issue shares to bearer. Our shareholders who are non-residents of the Cayman Islands may freely hold and transfer their ordinary shares. Holders of our Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. The Class A ordinary shares and Class B ordinary shares carry equal rights and rank pari passu with one another, including the rights to dividends and other capital distributions. Conversion Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity that is not Mr. Changxun Sun or his affiliate (as defined in our post-offering articles of association), such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares. Voting rights Holders of our Class A ordinary shares and our Class B ordinary shares shall, at all times, vote together as one class on all matters submitted to a vote by our shareholders at any general meeting of our company. Each Class A ordinary share shall be entitled to one vote, and each Class B ordinary share shall be entitled to ten votes, on all matters subject to a vote at general meetings of our company. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any shareholder present in person or by proxy. No shareholder shall be entitled to vote or be counted in a quorum, in respect of any share, unless such shareholder is duly registered as our shareholder. An ordinary resolution to be passed at a general meeting requires the affirmative vote of a simple majority of the votes cast, while a special resolution requires the affirmative vote of at least two-thirds of votes attached to all issued and outstanding ordinary shares cast at a general meeting. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our company, as permitted by the Companies Table of Contents Act and our post-offering amended and restated memorandum and articles of association. A special resolution will be required for important matters such as a change of name or making changes to our post-offering amended and restated memorandum and articles of association. We may, among other things, subdivide or consolidate our shares by ordinary resolution. General meetings of shareholders As a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders' annual general meetings. Our post-offering amended and restated memorandum and articles of association provide that we may (but are not obliged to) in each year hold a general meeting as our annual general meeting in which case we shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by our directors. Shareholders' general meetings may be convened by a majority of our board of directors or the chairman of our board of directors. Advance notice of at least ten calendar days is required for the convening of our annual general meeting and any other general meeting of our shareholders. A quorum required for a meeting of shareholders consists of one or more shareholders present in person or by proxy, or, if a corporation or other non-natural person, by its duly authorized representative, representing not less than one-third of all votes attaching to the total issued shares of our company entitled to vote at the meeting. The Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company's articles of association. Our post-offering amended and restated memorandum and articles of association provide that upon the requisition of shareholders representing in aggregate not less than one-third of all votes attaching to the issued and outstanding shares of our company entitled to vote at general meetings as at the date of the deposit of the requisition, our board is obliged to convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. However, our post-offering amended and restated memorandum and articles of association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders. Dividends Subject to the Companies Act, our directors may declare dividends in any currency to be paid to our shareholders. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under the laws of the Cayman Islands, dividends may be declared and paid out of our profits or out of the share premium account. Our post-offering amended and restated memorandum and articles of association provide that dividends may be declared and paid out of the funds of our company lawfully available therefor. In no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. Holders of our ordinary shares will be entitled to such dividends as may be declared by our board of directors. Transfer of ordinary shares Subject to any applicable restrictions set forth in our post-offering amended and restated articles of association, any of our shareholders may transfer all or any of his or her shares by an instrument of transfer in the usual or common form or in a form that our directors may approve. Table of Contents Our directors may decline to register any transfer of any share which is not fully paid up or on which we have a lien. Our directors may also decline to register any transfer of any share unless: the instrument of transfer is lodged with us and is accompanied by the certificate for the shares to which it relates and such other evidence as our directors may reasonably require to show the right of the transferor to make the transfer; the instrument of transfer is in respect of only one class of share; the instrument of transfer is properly stamped (in circumstances where stamping is required); in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four; and a fee of such maximum sum as the New York Stock Exchange may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof. If our directors refuse to register a transfer they shall, within three calendar months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, after compliance with any notice requirement of New York Stock Exchange, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 calendar days in any calendar year as our board may determine. Liquidation Subject to any future shares which are issued with specific rights, (1) if we are wound up and the assets available for distribution among our shareholders are more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed among those shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise, and (2) if we are wound up and the assets available for distribution among the shareholders as such are insufficient to repay the whole of the paid-up capital, those assets shall be distributed so that, as nearly as may be, the losses shall be borne by the shareholders in proportion to the par value of the shares held by them. Calls on ordinary shares and forfeiture of ordinary shares Subject to our post-offering amended and restated memorandum and articles of association and to the terms of allotment, our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least 14 calendar days prior to the specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture. Redemption of shares, repurchase and surrender of ordinary shares We are empowered by the Companies Act and our post-offering amended and restated articles of association to purchase our own shares, subject to certain restrictions. We may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as may be determined by our board of directors. Table of Contents We may also repurchase any of our shares on such terms and in such manner as have been approved by our board of directors. Under the Companies Act, the redemption or repurchase of any share may be paid out of the company's profits or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if the company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act, no such share may be redeemed or repurchased (1) unless it is fully paid up, (2) if such redemption or repurchase would result in there being no shares issued and outstanding, or (3) if the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration. Variations of rights of shares If at any time, our share capital is divided into different classes of shares, all or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Act, be materially adversely varied with the consent in writing of the holders of two-thirds of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be materially adversely varied by the creation or issue of shares ranking pari passu with or subsequent to them or the redemption or purchase of any shares of any class by our company. The rights of the holders of shares shall not be deemed to be materially adversely varied by the creation or issue of shares with preferred or other rights including, without limitation, the creation of shares with enhanced or weighted voting rights. Issuance of additional shares Our post-offering amended and restated memorandum and articles of association authorizes our board of directors to issue additional shares (including, without limitation, preferred shares) from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares. Our post-offering amended and restated memorandum and articles of association also authorizes our board of directors to establish from time to time one or more series of preference shares and to determine, with respect to any series of preference shares, the terms and rights of that series, including: the designation of the series; the number of shares of the series; the dividend rights, dividend rates, conversion rights, voting rights; and the rights and terms of redemption and liquidation preferences. Our board of directors may issue preference shares without action by our shareholders to the extent authorized but unissued. Issuance of these shares may dilute the voting power of holders of ordinary shares. Table of Contents Inspection of books and records Holders of our ordinary shares have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records (except for our memorandum and articles of association and our register of mortgages and charges). However, we will provide our shareholders with annual audited financial statements. See "Where You Can Find Additional Information". Anti-takeover provisions Some provisions of our post-offering amended and restated memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that (1) authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders, and (2) limit the ability of shareholders to requisition and convene general meetings of shareholders. However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our post-offering amended and restated memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company. Appointment and removal of directors Unless otherwise determined by our company in general meeting, our post-offering amended and restated memorandum and articles of association provide that our board of directors will consist of not less than three directors. There are no provisions relating to retirement of directors upon reaching any age limit. The directors have the power to appoint any person as a director either to fill a casual vacancy on the board or as an addition to the existing board. Our shareholders may also appoint any person to be a director by way of ordinary resolution. Subject to restrictions contained in our post-offering amended and restated memorandum and articles of association, a director may be removed with or without cause by ordinary resolution of our company. In addition, the office of any director shall be vacated if the director (1) becomes bankrupt or makes any arrangement or composition with his creditors, (2) dies or is found to be or becomes of unsound mind, (3) resigns his office by notice in writing to our company, (4) without special leave of absence from our board, is absent from three consecutive board meetings and our board resolves that his office be vacated, or (5) is removed from office pursuant to our post-offering amended and restated memorandum and articles of association. Proceedings of board of directors Our post-offering amended and restated memorandum and articles of association provide that our business is to be managed and conducted by our board of directors. The quorum necessary for board meetings may be fixed by the board and, unless so fixed at another number, will be a majority of the directors. Our post-offering amended and restated memorandum and articles of association provide that the board may from exercise all the powers of our company to borrow money, to mortgage or charge all or any part of the undertaking, property and uncalled capital of our company and to issue debentures and other securities whenever money is borrowed, or as security for any debt, liability or obligation of our company or of any third party. Table of Contents Alteration of capital We may from time to time by ordinary resolution in accordance with the Companies Act alter the conditions of post-offering our amended and restated memorandum of association to: increase our capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe; consolidate and divide all or any of our share capital into shares of larger amounts than our existing shares; cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled subject to the provisions of the Companies Act; sub-divide our shares or any of them into shares of smaller amount than is fixed by our amended and restated memorandum of association, subject nevertheless to the Companies Act; and divide shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares, attach to the shares respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions that in the absence of any such determination in a general meeting may be determined by our directors. We may, by special resolution, subject to any confirmation or consent required by the Companies Act, reduce our share capital or any capital redemption reserve in any manner authorized by law. Register of members Under the Companies Act, we must keep a register of members and there should be entered therein: the names and addresses of our members, together with a statement of the shares held by each member, and such statement shall confirm (1) the amount paid on the shares of each member, (2) the number and category of shares held by each member, and (3) whether each relevant category of shares held by a member carries voting rights under the memorandum and articles of association of the company and if so, whether such voting rights are conditional; the date on which the name of any person was entered on the register as a member; and the date on which any person ceased to be a member. Under the Companies Act, the register of members is prima facie evidence of the registered holder or member of shares of a company. Therefore, a person becomes a registered holder or member of shares of the company only upon entry being made in the register of members. A member registered in the register of members is deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the completion of this offering, the depositary will be included in our register of members as a holder of Class A ordinary shares represented by the ADSs in this offering. If the name of any person is incorrectly entered in or omitted from our register of members or if there is any default or unnecessary delay in entering on the register the fact of any person having ceased to be a member of our company, the person or member aggrieved (or any member of our company or our company itself) may apply to the Grand Court of the Cayman Islands for an order Table of Contents that the register be rectified. The Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register. Exempted company We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company: does not have to file an annual return of its shareholders with the Registrar of Companies; is not required to open its register of members for inspection; does not have to hold an annual general meeting; may issue negotiable or bearer shares or shares with no par value; may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; may register as a limited duration company; and may register as a segregated portfolio company. "Limited liability" means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). Differences in Corporate Law The Companies Act is derived, to a large extent, from the older Companies Acts of England but does not follow recent United Kingdom statutory enactments, and accordingly there are significant differences between the Companies Act and the current Companies Act of England. In addition, the Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Companies Act applicable to us and the laws applicable to United States corporations and companies incorporated in the State of Delaware. Mergers and similar arrangements The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (1) "merger" means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company and (2) a "consolidation" means the combination of two or more constituent companies into a combined company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (1) a special resolution of the shareholders of each constituent company, and (2) such other Table of Contents authorization, if any, as may be specified in such constituent company's articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Dissenting shareholders have the right to be paid the fair value of their shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) if they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures. A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose, a company is a "parent" of a subsidiary if it holds issued shares that together represent at least 90% of the votes at a general meeting of the subsidiary. The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands. Save in certain limited circumstances, a shareholder of a Cayman constituent company who dissents from the merger or consolidation is entitled to payment of the fair value of his shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) upon dissenting to the merger or consolidation, provide the dissenting shareholder complies strictly with the procedures set out in the Companies Act. The exercise of dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful. Separate from the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by a majority in number of each class of shareholders or creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the Grand Court of the Cayman Islands can be expected to approve the arrangement if it determines that: the statutory provisions as to the required majority vote have been met; the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; Table of Contents the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act. The Companies Act also contains a statutory power of compulsory acquisition which may facilitate the "squeeze out" of dissentient minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90.0% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion. If an arrangement and reconstruction by way of scheme of arrangement is thus approved and sanctioned, or if a tender offer is made and accepted, in accordance with the statutory procedures, the dissenting shareholder would have no rights comparable to appraisal rights, save that objectors to a takeover offer may apply to the Grand Court of the Cayman Islands for various orders that the Grand Court of the Cayman Islands has a broad decision to make, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares. Shareholders' suits In principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company, and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected (and have had occasion) to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) which permit a minority shareholder to commence a class action against or derivative actions in the name of our company to challenge: an act which is ultra vires or illegal and is therefore incapable of ratification by the shareholders; the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and an act which constitute a fraud against the minority where the wrongdoer are themselves in control of the company. Indemnification of directors and executive officers and limitation of liability Cayman Islands law does not limit the extent to which a company's memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our post-offering amended and restated memorandum and articles of association permit indemnification of officers and directors, and their personal representatives, against all actions, proceedings, costs, charges, expenses, losses, damages, or liabilities incurred or sustained in their capacities as such unless such actions, proceedings, costs, charges, expenses, losses or, damages or liabilities arise from the dishonesty, wilful default or fraud of such directors or officers, in or about the conduct of our company's business or affairs (including as a result of any mistake of judgment) Table of Contents or in the execution or discharge of his duties, powers, authorities or discretions. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our post-offering amended and restated memorandum and articles of association. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Directors' fiduciary duties Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director acts in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction and that the transaction was of fair value to the corporation. As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he or she owes the following duties to the company: a duty to act in good faith in the best interests of the company, a duty not to make a personal profit based on his or her position as director (unless the company permits him or her to do so), a duty not to put himself or herself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party, and a duty to exercise powers for the purpose for which such powers were intended. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. Table of Contents Shareholder action by written consent Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our post-offering amended and restated articles of association provide that shareholders may approve corporate matters and adopt both the ordinary resolutions and the special resolutions by way of unanimous written resolutions signed by or on behalf of all of the shareholders of our company who would have been entitled to vote on such matter at a general meeting without a meeting being held. Shareholder proposals Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings. With respect to shareholder proposals, Cayman Islands law is essentially the same as Delaware law. The Companies Act does not provide shareholders with an express right to put forth any proposal before an annual meeting of the shareholders. However, the Companies Act may provide shareholders with limited rights to requisition a general meeting but such rights must be stipulated in the articles of association of the Company. In accordance with our post-offering memorandum and articles of association, shareholders holding not less than one-third of the votes attaching to the total issued and outstanding shares of our company entitled to vote at general meetings shall have the right to requisition a shareholder's meeting, in which case our directors shall convene an extraordinary general meeting. Other than this right to requisition a shareholders' meeting, our post-offering amended and restated memorandum and articles of association do not provide our shareholders with any other right to put proposals before annual general meetings or extraordinary general meetings not called by such shareholders. Cumulative voting Under the Delaware General Corporation Law, cumulative voting for election of directors is not permitted unless the corporation's certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder's voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands but our post-offering amended and restated memorandum and articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation. Removal of directors Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our post-offering amended and restated memorandum and articles of association, subject to certain restrictions as contained therein, directors may be removed with or without cause, by an ordinary resolution of our Table of Contents shareholders. An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the company and the director, if any; but no such term shall be implied in the absence of express provision. In addition, a director's office shall be vacated if the director (1) becomes bankrupt or makes any arrangement or composition with his creditors; (2) is found to be or becomes of unsound mind or dies; (3) resigns his office by notice in writing to the company; (4) without special leave of absence from our board of directors, is absent from three consecutive meetings of the board and the board resolves that his office be vacated or; (5) is removed from office pursuant to any other provision of our post-offering amended and restated memorandum and articles of association. Transactions with interested shareholders The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an "interested shareholder" for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target's outstanding voting shares within the past three years. This statute has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target's board of directors. Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper purpose and not with the effect of constituting a fraud on the minority shareholders. Dissolution; winding up Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation's outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so. Table of Contents Variation of rights of shares Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our post-offering amended and restated articles of association, if our share capital is divided into more than one class of shares, we may materially adversely vary the rights attached to any class with the consent in writing of the holders of two-thirds of the issued shares of that class or with sanction of a special resolution passed by a majority of two-thirds of the votes cast at a separate meeting of the holders of the shares of that class. Amendment of governing documents Under the Delaware General Corporation Law, a corporation's governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under the Cayman Islands law, our post-offering amended and restated memorandum and articles of association may only be amended with a special resolution of our shareholders. Rights of non-resident or foreign shareholders There are no limitations imposed by our post-offering amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our post-offering amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed. Inspection of books and records Under the Delaware General Corporation Law, any shareholder of a corporation may for any proper purpose inspect or make copies of the corporation's stock ledger, list of shareholders and other books and records. Holders of our shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records (save for the memorandum and articles of association and our register of mortgages and charges). However, we intend to provide our shareholders with annual reports containing audited financial statements. See "Where You Can Find Additional Information". History of Securities Issuances The following is a summary of our securities issuances and re-designations during the past three years. Ordinary shares In February 2017, we repurchased 10,879,664 pre-offering Class A ordinary shares from Cloopen Co., Ltd. at the consideration of US$2,691,809. On the same day, we issued 3,894,424 pre-offering Class A ordinary shares to 7Moor Ultima Holding Limited at the nominal value, and 1,947,212 pre-offering Class A ordinary shares to 7Moor Thule Holding Limited at the nominal value. Table of Contents In March 2020, we issued 3,706,745 pre-offering Class A ordinary shares to Kastle Limited at the nominal consideration. In July 2020, we issued 3,036,187 pre-offering Class A ordinary shares to Kastle Limited at the nominal consideration and 464,900 pre-offering Class A ordinary shares to Will Hunting Capital Fund I, L.P. at the consideration of US$1,140,864.60. On the same day, 7Moor Ultima Holding Limited transferred 1,476,993 pre-offering Class A ordinary shares to Kastle Limited at the aggregate consideration of US$384,744.97, transferred 527,058 pre-offering Class A ordinary shares to Foley Square Investment Limited at the consideration of US$689,444.57, transferred 131,869 pre-offering Class A ordinary shares to Telstra Ventures Fund II, L.P. at the consideration of US$172,497.84, transferred 29,350 pre-offering Class A ordinary shares to Telstra Ventures Fund II Sidecar, L.P. at the consideration of US$38,392.74, transferred 224,410 pre-offering Class A ordinary shares to Praising Ease Limited at the consideration of US$293,550.72, transferred 469,440 pre-offering Class A ordinary shares to WHC Vfine LTD at the consideration of US$614,074.46, and transferred 1,035,304 pre-offering Class A ordinary shares to Future Innovation Fund LP at the consideration of US$1,354,281.16; and, 7Moor Thule Holding Limited transferred 424,539 pre-offering Class A ordinary shares to Foley Square Investment Limited at the consideration of US$555,339.47, transferred 106,219 pre-offering Class A ordinary shares to Telstra Ventures Fund II, L.P. at the consideration of US$138,945.07, transferred 23,641 pre-offering Class A ordinary shares to Telstra Ventures Fund II Sidecar, L.P. at the consideration of US$30,924.79, transferred 180,759 pre-offering Class A ordinary shares to Praising Ease Limited at the consideration of US$236,450.85, transferred 378,129 pre-offering Class A ordinary shares to WHC Vfine LTD at the consideration of US$494,630.54, and transferred 833,925 pre-offering Class A ordinary shares to Future Innovation Fund LP at the consideration of US$1,090,857.29. In November 2020, Cloopen Co., Ltd transferred 1,533,139 pre-offering Class A ordinary shares to Kastle Limited at nil consideration. On the same day, Slivo Co., Ltd surrendered 1,700,000 pre-offering Class A ordinary shares for nominal consideration and we issued 1,700,000 pre-offering Class A ordinary shares to Wisdom Legend Investment Limited at nominal consideration. In January 2021, we issued 1,424,312 pre-offering Class A ordinary shares to Kastle Limited at nil consideration. In February 2021, we issued 6,410,750 and 15,065,118 pre-offering Class A ordinary shares to Flawless Success Limited and Flawless Wisdom Limited, respectively, due to exercise of options by certain grantees under the 2016 Plan. Preferred shares In March 2018, we issued 2,434,015 series D preferred shares to Main Access Limited at the consideration of US$5,000,000, and 292,082 series D preferred shares to Telstra Ventures Pty Limited at the consideration of US$600,000. On the same day, we also issued 9,736,060 series D preferred shares to Trustbridge Partners V, L.P. at the consideration of US$20,000,000, and re-designated 1,700,000 shares held by Trustbridge Partners V, L.P. into pre-offering Class B ordinary shares. In June 2018, Telstra Ventures Pty Limited transferred 3,721,663 series C preferred shares and 292,082 series D preferred shares to its affiliate, Telstra Ventures Fund II, L.P. In August 2019, we issued 12,225,142 series E preferred shares to Prospect Avenue Capital Limited Partnership at the consideration of US$30,000,000, 407,505 series E preferred shares to Sequoia Capital CV IV Holdco, Ltd. at the consideration of US$1,000,000, and 407,505 series E preferred shares to Vitalbridge Fund I, L.P. at the consideration of US$1,000,000. Table of Contents In September 2019, Telstra Ventures Fund II, L.P. transferred 53,174 series D preferred shares to its affiliate, Telstra Ventures Fund II Sidecar, L.P. In October 2019, we issued one series E-1 preferred share to PRAISING EASE LIMITED at the nominal consideration. In March 2020, we issued 247,353 series E preferred shares to Prospect Avenue Capital Limited Partnership at nominal consideration, 8,245 series E preferred shares to Sequoia Capital CV IV Holdco, Ltd. at nominal consideration and 8,245 series E preferred shares to Vitalbridge Fund I, L.P. at nominal consideration. In July 2020, we issued 381,193 series E preferred shares to Prospect Avenue Capital Limited Partnership at nominal consideration, 12,706 series E preferred shares to Sequoia Capital CV IV Holdco, Ltd. at nominal consideration and 12,706 series E preferred shares to Vitalbridge Fund I, L.P. at nominal consideration. In November 2020, we issued 3,856,106 series E preferred shares to Beijing Zhanjin Management Consultant Center (LLP) at the consideration of US$9,000,000 and 2,570,738 series E preferred shares to Beijing Yunli Hefeng Management Consultant Center (LLP) at the consideration of US$6,000,000, and repurchased and cancelled one series E-1 preferred share from PRAISING EASE LIMITED at nominal consideration. On the same day, Max Connect Limited surrendered 26,051,641 series C preferred shares for nominal consideration and we issued 26,051,641 series C preferred shares to Max Honest Limited at the consideration of US$35,000,000. In November 2020, we issued 11,799,685 series F preferred shares to Image Frame Investment (HK) Limited at the consideration of US$34,000,000, issued 694,099 series F preferred shares to Mirae Asset Growth 1 Investment Company Limited at the consideration of US$2,000,000, issued 5,205,743 series F preferred shares to Mirae Asset New Economy Fund L.P. at the consideration of US$15,000,000, issued 1,388,198 series F preferred shares to Mirae Asset Securities (HK) Limited at the consideration of US$4,000,000, issued 7,635,090 series F preferred shares to VM EDU Fund I, L.P. at the consideration of US$22,000,000, issued 3,123,446 series F preferred shares to Parantoux Vintage PE Ltd. at the consideration of US$9,000,000, and issued 1,735,248 series F preferred shares to CloudAlpha Master Fund at the consideration of US$5,000,000. In January 2021, we issued 11,799,685 series F preferred shares to Novo Investment HK Limited in connection with exercise of series F warrant at the exercise price of US$2.8814 per share. Warrants Series C warrant In September 2016, we issued a warrant to China Equities HK Limited with the value of US$625,000, or the series C warrant. The warrant holder may, within seven years commencing from the issuance date, subscribe, upon exercise in full of the series C warrant, an aggregate of 661,376 series C preferred shares of our company, par value of US$0.0001 per share, at the exercise price of US$0.945 per share, subject to adjustment. Upon a cashless exercise, the number of Class A ordinary shares the warrant holder is entitled to may be adjusted by (1) the amount equal to such number multiplying with the difference between the fair market value per series C warrant share and US$0.945, dividing by (2) the fair market value per series C warrant share. The series C warrant is, prior to the expiration date, transferrable, subject to certain restrictions, and the warrant shares issuable thereunder will be converted and re-designated into Class A ordinary shares after this offering. We have granted the warrant holder the same registration rights as holders of registrable Table of Contents securities, including demand registration rights, F-3/S-3 registration rights and piggyback registration rights. See " Shareholders Agreement Registration rights". Series E warrants In October 2019, we issued warrants to Guizhou Province Yunli High-tech Industry Investment Partnership (Limited Partnership) and Guizhou Province Chuangxin Chuangye Equity Investment Fund (Limited Partnership) with the right to purchase an aggregate of 6,112,570 series E preferred shares, as adjusted, at the aggregate exercise price of US$15,000,000. In connection with such series E warrants, the warrant holders extended loans to Ronglian Yitong in the aggregate principal amount of RMB equivalent to US$15,000,000 in 2019, or the series E loans. In March 2020 and July 2020, we issued additional warrants to such warrant holders with rights to purchase an aggregate of 314,274 series E preferred shares at nominal value for anti-dilution purpose. The series E warrants were exercised in full in November 2020. In connection with the exercise, we extended promissory notes to such holders in the aggregate principal amount of US$15,000,000, which will be repaid by such holders upon receipt of the repayment made by Ronglian Yitong pursuant to the series E loans. See " History of Securities Issuances Preferred shares". Series F warrant In November 2020, we issued a warrant to Novo Investment HK Limited with the value of US$34,000,000, or the series F warrant. The warrant holder may, within six months commencing from the issuance date, subscribe for an aggregate of 11,799,685 series F preferred shares of our company, par value of US$0.0001 per share, at the exercise price of US$2.8814 per share, subject to adjustment. The series F warrant is, prior to the expiration date, transferrable, subject to certain restrictions, and the warrant shares issuable thereunder will be converted and re-designated into Class A ordinary shares after this offering. We have granted the warrant holder the same registration rights as holders of registrable securities, including demand registration rights, F-3/S-3 registration rights and piggyback registration rights. See " Shareholders Agreement Registration rights". The series F warrant was exercised in full in January 2021. Among all the recipients of our securities set forth above, we believe that each of Cloopen Co., Ltd., 7Moor Ultima Holding Limited, 7Moor Thule Holding Limited, Main Access Limited, Trustbridge Partners V, L.P., Sequoia Capital CV IV Holdco, Ltd. and Max Connect Limited may be deemed to be our affiliate under the relevant securities law. Options or restricted shares As of the date of this prospectus, options to purchase 7,190,223 ordinary shares have been granted and outstanding. See "Management Share Incentive Plans" and "Management Share Restrictions Agreements". Shareholders Agreement In November 2020, we entered into a shareholders agreement (as amended) and a right of first refusal and co-sale agreement (as amended) with all of our existing shareholders and warrant holders, or collectively, the shareholders agreements. The shareholders agreements provide for certain shareholders' rights, including information and inspection rights, preemptive rights, right of first refusal and co-sale rights, director nomination rights and provisions governing corporate governance matters. The special rights and the corporate governance provisions will automatically terminate upon the completion of this offering. Table of Contents Registration rights We have granted certain registration rights to our shareholders. Set forth below is a description of the registration rights granted under the shareholders agreement. Demand Registration Rights. At any time or from time to time after six months following the closing of the initial public offering, holders of at least 20% of the registrable securities (including shares issued to our investors) then outstanding have the right to demand that we file a registration statement of all registrable securities that the holders request to be registered and included in such registration statement by written notice. Other than required by the underwriter(s) in connection with our initial public offering, not more than 75% of the registrable securities requested by the holders to be included in such underwriting and registration shall be excluded by the underwriters and shall only be excluded after excluding all other equity securities from the registration and underwritten offering first and so long as the number of shares to be included on behalf of the non-excluded holders is allocated among all holders in proportion to the respective amounts of registrable securities requested by such holders to be included. We have the right to defer filing of a registration statement for a period of not more than 90 days after the receipt of the request of the initiating holders if we furnish to the holders requesting registration a certificate signed by our chief executive officer stating that in the good faith judgment of our board of directors, it would be materially detrimental to us and our shareholders for such registration statement to be filed at such time. However, we cannot exercise the deferral right more than once in any twelve-month period. We are obligated to effect no more than three demand registrations, other than demand registration to be effected pursuant to registration statement on Form F-3, for which an unlimited number of demand registrations shall be permitted. Piggyback registration rights. If we propose to file a registration statement for a public offering of our securities, we must offer the holders of registrable securities an opportunity to include in the registration statement all or any part of the registrable securities held by such holders. If the managing underwriters of any underwritten offering determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, the underwriters may exclude up to all of the registrable securities requested to be registered in connection with the initial public offering and up to 75% of the registrable securities requested to be registered in connection with any other public offering, but in any case only after first excluding all other equity securities (except for securities sold for the account of the company) from the registration and underwriting and so long as the registrable securities to be included in such registration on behalf of any non-excluded holders are allocated among all holders in proportion, as nearly as practicable, to the respective amounts of registrable securities requested by such holders to be included. Form F-3 registration rights. Our shareholders may request us in writing to file an unlimited number of registration statements on Form F-3. We shall effect the registration of the securities on Form F-3 as soon as practicable, except in certain circumstances. Expenses of registration. We will bear all registration expenses (other than underwriting discounts and commissions in connection with sale of registrable securities) and expenses incurred by holders upon our or an underwriters' request in connection with any demand, piggyback or Form F-3 registration. We will not, however, be required to pay for any expenses of any registration proceeding begun pursuant to demand registration rights, whether or not on Form F-3/S-3, if the registration request is subsequently withdrawn by the holders of no less than a majority of the voting power of the registrable securities requested to be registered, subject to certain exceptions. Termination of registration rights. Our shareholders' registration rights will terminate upon the earlier of (1) the fifth anniversary of the completion of a qualified public offering, (2) the termination, liquidation, dissolution of our company or a liquidation event, and (3) as to any shareholder when the shares subject to registration rights held by such shareholder can be sold without registration in any 90-day period pursuant to Rule 144 promulgated under the Securities Act. Table of Contents DESCRIPTION OF AMERICAN DEPOSITARY SHARES American Depositary Shares The Bank of New York Mellon, as depositary, will register and deliver American Depositary Shares, also referred to as ADSs. Each ADS will represent two Class A ordinary shares (or a right to receive Class A ordinary shares) deposited with The Hongkong and Shanghai Banking Corporation Limited, as custodian for the depositary in Hong Kong. Each ADS will also represent any other securities, cash or other property that may be held by the depositary. The deposited shares together with any other securities, cash or other property held by the depositary are referred to as the deposited securities. The depositary's office at which the ADSs will be administered and its principal executive office are located at 240 Greenwich Street, New York, New York 10286. You may hold ADSs either (1) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having uncertificated ADSs registered in your name, or (2) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, also called DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are. Registered holders of uncertificated ADSs will receive statements from the depositary confirming their holdings. As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Cayman Islands law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs. The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR. See "Where You Can Find Additional Information" for directions on how to obtain copies of those documents. Dividends and Other Distributions How will you receive dividends and other distributions on the shares? The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of shares your ADSs represent. Cash. The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest. Table of Contents Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. See "Taxation". The depositary will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some of the value of the distribution. Shares. The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution. Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may (1) exercise those rights on behalf of ADS holders, (2) distribute those rights to ADS holders or (3) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer. Other distributions. The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer. The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available to you. Table of Contents Deposit, Withdrawal and Cancellation How are ADSs issued? The depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit. How can ADS holders withdraw the deposited securities? You may surrender your ADSs to the depositary for the purpose of withdrawal. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. However, the depositary is not required to accept surrender of ADSs to the extent it would require delivery of a fraction of a deposited share or other security. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities. How do ADS holders interchange between certificated ADSs and uncertificated ADSs? You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs. Voting Rights How do you vote? ADS holders may instruct the depositary how to vote the number of deposited shares their ADSs represent. If we request the depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders' meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of the Cayman Islands and the provisions of our articles of association or similar documents, to vote or to have its agents vote the shares or other deposited securities as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so. Except by instructing the depositary as described above, you will not be able to exercise voting rights unless you surrender your ADSs and withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed or as described in the following sentence. If (1) we asked the depositary to solicit your instructions at least 40 days before the meeting date, (2) the depositary does not receive voting instructions from you by the specified date and (3) we confirm to the depositary that: we wish to receive a proxy to vote uninstructed shares; Table of Contents we reasonably do not know of any substantial shareholder opposition to a particular question; and the particular question is not materially adverse to the interests of shareholders, the depositary will consider you to have authorized and directed it to give, and it will give, a discretionary proxy to a person designated by us to vote the number of deposited securities represented by your ADSs as to that question. We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise voting rights and there may be nothing you can do if your shares are not voted as you requested. In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 45 days in advance of the meeting date. Fees and Expenses Persons depositing or withdrawing shares or ADS holders must pay: For: US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates US$0.05 (or less) per ADS Any cash distribution to ADS holders A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders US$0.05 (or less) per ADS per calendar year Depositary services Registration or transfer fees Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares Expenses of the depositary Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement) Converting foreign currency to U.S. dollars Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes As necessary Any charges incurred by the depositary or its agents for servicing the deposited securities As necessary Table of Contents The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid. From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions. The depositary may convert currency itself or through any of its affiliates, or the custodian or we may convert currency and pay U.S. dollars to the depositary. Where the depositary converts currency itself or through any of its affiliates, the depositary acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained by it or its affiliate in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary's obligation to act without negligence or bad faith. The methodology used to determine exchange rates used in currency conversions made by the depositary is available upon request. Where the custodian converts currency, the custodian has no obligation to obtain the most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined will be the most favorable to ADS holders, and the depositary makes no representation that the rate is the most favorable rate and will not be liable for any direct or indirect losses associated with the rate. In certain instances, the depositary may receive dividends or other distributions from the us in U.S. dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a rate that was obtained or determined by us and, in such cases, the depositary will not engage in, or be responsible for, any foreign currency transactions and neither it nor we make any representation that the rate obtained or determined by us is the most favorable rate and neither it nor we will be liable for any direct or indirect losses associated with the rate. Payment of Taxes You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until those taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number Table of Contents of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes. Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do so by an ADS holder surrendering ADSs and subject to any conditions or procedures the depositary may establish. If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs. If there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and practical to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs. If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities. If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may call for surrender of those ADSs or cancel those ADSs upon notice to the ADS holders. Amendment and Termination How may the deposit agreement be amended? We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended. How may the deposit agreement be terminated? The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if 60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment; Table of Contents we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs on another exchange in the United States or make arrangements for trading of ADSs on the U.S. over-the-counter market; we delist our shares from an exchange outside the United States on which they were listed and do not list the shares on another exchange outside the United States; the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933; we appear to be insolvent or enter insolvency proceedings; all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities; there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or there has been a replacement of deposited securities. If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date. After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or reverse previously accepted surrenders of that kind that have not settled if it would interfere with the selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph. Limitations on Obligations and Liability Limits on our obligations and the obligations of the depositary; limits on liability to holders of ADSs The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary: are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs; are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from performing our or its obligations under the deposit agreement; are not liable if we or it exercises discretion permitted under the deposit agreement; are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the Table of Contents deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement; have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person; may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person; are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit. In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances. Requirements for Depositary Actions Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require: payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities; satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents. The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so. Your Right to Receive the Shares Underlying your ADSs ADS holders have the right to cancel their ADSs and withdraw the underlying shares at any time except: when temporary delays arise because: (1) the depositary has closed its transfer books or we have closed our transfer books; (2) the transfer of shares is blocked to permit voting at a shareholders' meeting; or (3) we are paying a dividend on our shares; when you owe money to pay fees, taxes and similar charges; or when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of shares or other deposited securities. This right of withdrawal may not be limited by any other provision of the deposit agreement. Table of Contents Direct Registration System In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, and Profile Modification System, also referred to as Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is a feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer. In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary's reliance on and compliance with instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary. Shareholder Communications; Inspection of Register of Holders of ADSs The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs. Jury Trial Waiver The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law. You will not, by agreeing to the terms of the deposit agreement, be deemed to have waived our or the depositary's compliance with U.S. federal securities laws or the rules and regulations promulgated thereunder. Settlement of Disputes; Submission to Jurisdiction The deposit agreement gives the depositary or an ADS holder asserting a claim against us relating to our ordinary shares, the ADSs or the deposit agreement the right to require us to submit that claim to binding arbitration in New York under the International Arbitration Rules of the American Arbitration Association, including any securities law claim. However, a claimant could also elect not to submit its claim to arbitration and instead bring its claim in any court having jurisdiction of it. The deposit agreement does not give us the right to require anyone to submit any claim to arbitration. In the deposit agreement, we have submitted to the non-exclusive jurisdiction of any state or federal court located in the State of New York with respect to any action relating to our ordinary shares, the ADSs or the deposit agreement. However, nothing in the deposit agreement purports to prevent anyone from pursing any legal claim in any other court. Table of Contents SHARES ELIGIBLE FOR FUTURE SALE Upon completion of this offering, assuming no exercise by the underwriters of their option to purchase additional ADSs, we will have 20,000,000 ADSs outstanding representing 40,000,000 Class A ordinary shares, or approximately 12.5% of our outstanding ordinary shares, assuming the underwriters do not exercise their option to purchase additional ADSs. All of the ADSs sold in this offering will be freely transferable by persons other than our "affiliates" (as that term is defined in Rule 144 under the Securities Act) without restriction or further registration under the Securities Act. Sales of substantial amounts of the ADSs in the public market could materially adversely affect prevailing market prices of the ADSs. Prior to this offering, there has been no public market for our ordinary shares or the ADSs. We have applied to list the ADSs on the New York Stock Exchange. However, we cannot assure you that a regular trading market will develop in the ADSs. Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system. We do not expect that a trading market will develop for our ordinary shares not represented by the ADSs. Future sales of substantial amounts of our ordinary shares or ADSs in the public markets after this offering, or the perception that such sales may occur, could adversely affect market prices prevailing from time to time. Lock-up Agreements We have agreed, for a period of 180 days after the date of this prospectus, subject to certain exceptions, not to offer, sell, contract to sell, pledge, grant any option or contract to purchase, make any short sale, lend or otherwise dispose of, except in this offering, any of our ordinary shares or ADSs or securities that are substantially similar to our ordinary shares or ADSs, including but not limited to any options or warrants to purchase our ordinary shares, ADSs or any securities that are convertible into or exchangeable for, or that represent the right to receive, our ordinary shares, ADSs or any such substantially similar securities (other than pursuant to employee equity incentive plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date such lock-up agreement was executed), without the prior written consent of the underwriters. Furthermore, each of our directors and executive officers and existing shareholders has also entered into a similar lock-up agreement for a period of 180 days from the date of this prospectus, subject to certain exceptions, with respect to our ordinary shares, ADSs and securities that are substantially similar to our ordinary shares or ADSs. These restrictions also apply to any ADSs acquired by our directors and executive officers in the offering pursuant to the directed share program, if any. These parties collectively own all of our outstanding ordinary shares, without giving effect to this offering. Other than this offering, we are not aware of any plans by any significant shareholders to dispose of significant numbers of the ADSs or ordinary shares. However, one or more existing shareholders or owners of securities convertible or exchangeable into or exercisable for the ADSs or ordinary shares may dispose of significant numbers of the ADSs or ordinary shares in the future. We cannot predict what effect, if any, future sales of the ADSs or ordinary shares, or the availability of ADSs or ordinary shares for future sale, will have on the trading price of the ADSs from time to time. Sales of substantial amounts of the ADSs or ordinary shares in the public market, or the perception that these sales could occur, could adversely affect the trading price of the ADSs. Rule 144 All of our ordinary shares that will be outstanding upon the completion of this offering, other than those ordinary shares sold in this offering, are "restricted securities" as that term is defined in Table of Contents Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act. In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person (or persons whose shares are aggregated) who at the time of a sale is not, and has not been during the three months preceding the sale, an affiliate of ours and has beneficially owned our restricted securities for at least six months is entitled to sell the restricted securities without registration under the Securities Act, subject to the availability of current public information about us, and will be entitled to sell restricted securities beneficially owned for at least one year without restriction. Persons who are our affiliates (including persons beneficially owning 10% or more of our outstanding shares) and have beneficially owned our restricted securities for at least six months may sell within any three-month period a number of restricted securities that does not exceed the greater of the following: 1% of the then outstanding ordinary shares of the same class, including shares represented by ADSs, which will equal approximately 2,940,408 Class A ordinary shares immediately after this offering, assuming the underwriters do not exercise their option to purchase additional ADSs, (or approximately 3,000,408 Class A ordinary shares if the underwriters in full their option to purchase additional ADSs); and the average weekly trading volume of our ordinary shares of the same class, including shares represented by ADSs on the New York Stock Exchange during the four calendar weeks preceding the date on which notice of the sale on Form 144 is filed with the SEC. Such sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us. In addition, in each case, these shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires. Rule 701 Beginning 90 days after the date of this prospectus, persons other than affiliates who purchased ordinary shares under a written compensatory plan or other written agreement executed prior to the completion of this offering may be entitled to sell such shares in the United States in reliance on Rule 701 under the Securities Act, or Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that non-affiliates may sell these shares in reliance on Rule 144 subject only to its manner-of-sale requirements. However, the Rule 701 shares would remain subject to any applicable lock-up arrangements and would only become eligible for sale when the lock-up period expires. Form S-8 We intend to file a registration statement on Form S-8 under the Securities Act covering all Class A ordinary shares which are either subject to outstanding options or may be issued upon exercise of any options or other equity awards which may be granted or issued in the future pursuant to the 2016 Plan and the 2021 Plan. We expect to file this registration statement as soon as practicable after the date of this prospectus. Shares registered under any registration statements will be available for sale in the open market, except to the extent that the shares are subject to vesting restrictions with us or the contractual restrictions described elsewhere in this prospectus. Table of Contents TAXATION The following summary of the material Cayman Islands, PRC and United States federal income tax consequences of an investment in the ADSs or ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. The following summary does not constitute legal or tax advice. The discussion does not deal with all possible tax consequences relating to an investment in ADSs. In particular, the discussion does not address U.S. state or local tax laws, or tax laws of jurisdictions other than the Cayman Islands, the People's Republic of China and the federal tax law of the United States. Accordingly, you should consult your own tax advisor regarding the tax consequences of an investment in the ADSs. To the extent that the discussion relates to matters of Cayman Islands tax law, it represents the opinion of Maples and Calder (Hong Kong) LLP, our Cayman Islands counsel. To the extent that the discussion relates to matters of PRC tax law, it represents the opinion of CM Law Firm, our PRC legal counsel. Cayman Islands Taxation The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties applicable to payments to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands. Payments of dividends and capital in respect of the shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the Shares, nor will gains derived from the disposal of the shares be subject to Cayman Islands income or corporation tax. Pursuant to Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, we have obtained an undertaking from the Financial Secretary of the Cayman Islands that: no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciation shall apply to us or our operations; and the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on or in respect of our shares, debentures or other obligations, or by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions Law. The undertaking for us is for a period of 30 years from April 5, 2020. PRC Taxation Under the EIT Law and its implementation rules, an enterprise established outside of the PRC with a "de facto management body" within the PRC is considered a resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its global income. The implementation rules define the term "de facto management body" as the body that exercises full and substantial control over and overall management of the business, productions, personnel, accounts and properties of an enterprise. In April 2009, SAT issued SAT Circular 82, which provides certain specific criteria for determining whether the "de facto management body" of a PRC-controlled enterprise that is incorporated offshore is located in China. Although SAT Circular 82 only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in SAT Circular 82 may reflect the general position of SAT on how the "de facto management body" test should be applied in determining the Table of Contents tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its "de facto management body" in China only if all of the following conditions are met: (1) the primary location of the day-to-day operational management is in the PRC; (2) decisions relating to the enterprise's financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (3) the enterprise's primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (4) at least 50% of voting board members or senior executives habitually reside in the PRC. We do not believe that our Cayman Islands holding company meets all of the conditions above. Our Cayman Islands holding company is not a PRC resident enterprise for PRC tax purposes. As a holding company, its key assets are its ownership interests in its subsidiaries, and its key assets are located, and its records (including the resolutions of its board of directors and the resolutions of its shareholders) are maintained, outside the PRC. For the same reasons, we believe our other entities outside of China are not PRC resident enterprises either. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term "de facto management body". Therefore, there can be no assurance that the PRC government will ultimately take a view that is consistent with ours. CM Law Firm, our legal counsel as to PRC law, has advised us that if the PRC tax authorities determine that our Cayman Islands holding company is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of the ADSs. In addition, non-resident enterprise shareholders (including the ADS holders) may be subject to a 10% PRC tax on gains realized on the sale or other disposition of ADSs or ordinary shares, if such income is treated as sourced from within the PRC. It is unclear whether our non-PRC individual shareholders (including the ADS holders) would be subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders in the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to such dividends or gains, it would generally apply at a rate of 20% unless a reduced rate is available under an applicable tax treaty. However, it is also unclear whether non-PRC shareholders of our Cayman Islands holding company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that our Cayman Islands holding company is treated as a PRC resident enterprise. Provided that our Cayman Islands holding company is not deemed to be a PRC resident enterprise, holders of the ADSs and ordinary shares who are not PRC residents will not be subject to PRC income tax on dividends distributed by us or gains realized from the sale or other disposition of our shares or ADSs. However, under SAT Circular 7, where a non-resident enterprise conducts an "indirect transfer" by transferring taxable assets, including, in particular, equity interests in a PRC resident enterprise, indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, or the transferee or the PRC entity which directly owned such taxable assets may report to the relevant tax authority such indirect transfer. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. We and our non-PRC resident investors may be at risk of being required to file a return and being taxed under SAT Circular 7, and we may be required to expend valuable resources to comply with SAT Circular 7, or to establish that we should not be Table of Contents taxed thereunder. See "Risk Factors Risks Related to Doing Business in China If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or the ADSs holders". United States Federal Income Taxation The following discussion is a summary of United States federal income tax considerations relating to the ownership and disposition of the ADSs or ordinary shares by a U.S. Holder, as defined below, that acquires the ADSs in this offering and holds the ADSs or ordinary shares as "capital assets" (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended, or the Code. This discussion is based upon existing United States federal income tax law, which is subject to differing interpretations or change, possibly with retroactive effect. No ruling has been sought from the Internal Revenue Service, or the IRS, with respect to any United States federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position. This discussion does not address all aspects of United States federal income taxation that may be important to particular investors in light of their individual circumstances, including investors subject to special tax rules, including: financial institutions; insurance companies; regulated investment companies; real estate investment trusts; broker-dealers; traders in securities or other persons that elect mark-to-market treatment; partnerships or other pass-through entities and their partners or investors; tax-exempt organizations (including private foundations); investors that own (directly, indirectly, or constructively) 10% or more of our stock by vote or value; investors that hold their ADSs or ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction; investors that have a functional currency other than the U.S. dollar; or investors required to accelerate the recognition of any item of gross income with respect to the ADSs or Class A ordinary shares as a result of such income being recognized on an applicable financial statement. In addition, this discussion does not address any state, local, alternative minimum tax, or non-United States tax considerations, or the Medicare contribution tax on net investment income. Each potential investor is urged to consult its tax advisor regarding the United States federal, state, local and non-United States income and other tax considerations of an investment in the ADSs or ordinary shares. Table of Contents General For purposes of this discussion, a "U.S. Holder" is a beneficial owner of the ADSs or ordinary shares that is, for United States federal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (3) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (4) a trust (a) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (b) that has otherwise elected to be treated as a United States person under the Code. If a partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of the ADSs or ordinary shares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. Partnerships and partners of a partnership holding the ADSs or ordinary shares are urged to consult their tax advisors regarding an investment in the ADSs or ordinary shares. For United States federal income tax purposes, a U.S. Holder of ADSs will generally be treated as the beneficial owner of the underlying shares represented by the ADSs. Accordingly, deposits or withdrawals of ordinary shares for ADSs will generally not be subject to United States federal income tax. Passive foreign investment company considerations A non-United States corporation, such as our company, will be classified as a "passive foreign investment company", or PFIC, for United States federal income tax purposes, if, in the case of any particular taxable year, either (1) 75% or more of its gross income for such taxable year consists of certain types of "passive" income or (2) 50% or more of the value of its assets (generally based on an average of the quarterly values of the assets) during such taxable year is attributable to assets that produce or are held for the production of passive income. For this purpose, cash is categorized as a passive asset and the company's unbooked intangibles associated with active business activities may generally be classified as active assets. Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other non-U.S. corporation in which we own, directly or indirectly, 25% or more (by value) of the stock. Although the law in this regard is unclear, we treat our affiliated entities, as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in our consolidated financial statements. Assuming that we are the owner of our affiliated entities for United States federal income tax purposes, based upon our current and projected income and assets (taking into account the proceeds from this offering) and projections as to the value of the ADSs and ordinary shares following the offering, we do not expect to be classified as a PFIC for the current taxable year or the foreseeable future. While we do not expect to become a PFIC in the current or future taxable years, the determination of whether we will be or become a PFIC is a factual determination made annually that will depend, in part, upon the composition of our income (which may differ from our historical results and current projections) and assets and the value of our assets from time to time, including, in particular the value of our goodwill and other unbooked intangibles (which may depend upon the market value of the ADSs or ordinary shares from time-to-time and may be volatile). In estimating Table of Contents the value of our goodwill and other unbooked intangibles, we have taken into account our anticipated market capitalization following the close of this offering. Among other matters, if our market capitalization is less than anticipated or subsequently declines, we may be classified as a PFIC for the current or future taxable years. It is also possible that the IRS may challenge our classification or valuation of our goodwill and other unbooked intangibles, which may result in our company being, or becoming classified as, a PFIC for the current or future taxable years. The determination of whether we will be or become a PFIC may also depend, in part, on how, and how quickly, we use our liquid assets and the cash raised in this offering. Under circumstances where we retain significant amounts of liquid assets including cash raised in this offering, or if our affiliated entities were not treated as owned by us for United States federal income tax purposes, our risk of being classified as a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year. If we were classified as a PFIC for any year during which a U.S. holder held the ADSs or ordinary shares, we generally would continue to be treated as a PFIC for all succeeding years during which such U.S. holder held the ADSs or ordinary shares. The discussion below under " Dividends" and " Sale or other disposition of ADSs or ordinary shares" is written on the basis that we will not be classified as a PFIC for United States federal income tax purposes. The United States federal income tax rules that apply if we are classified as a PFIC for the current taxable year or any subsequent taxable year are discussed below under " United States Federal Income Taxation Passive foreign investment company rules". Dividends Subject to the PFIC rules described below, any cash distributions (including constructive distributions and the amount of any PRC tax withheld) paid on the ADSs or ordinary shares out of our current or accumulated earnings and profits, as determined under United States federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case of ordinary shares, or by the depositary bank, in the case of ADSs. Because we do not intend to determine our earnings and profits on the basis of United States federal income tax principles, any distribution will generally be treated as a "dividend" for United States federal income tax purposes. Under current law, a non-corporate recipient of a dividend from a "qualified foreign corporation" will generally be subject to tax on the dividend income at the lower applicable net capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided that certain holding period and other requirements are met. A non-United States corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) will generally be considered to be a qualified foreign corporation (1) if it is eligible for the benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information program, or (2) with respect to any dividend it pays on stock (or ADSs in respect of such stock) which is readily tradable on an established securities market in the United States. We have applied to list the ADSs on the New York Stock Exchange. Provided the listing is approved, we believe that the ADSs will be readily tradable on an established securities market in the United States and that we will be a qualified foreign corporation with respect to dividends paid on the ADSs. Since we do not expect that our ordinary shares will be listed on established securities markets, it is unclear whether dividends that we pay on our ordinary shares that are not backed by ADSs currently meet the conditions required for the reduced tax rate. There can be no assurance Table of Contents that the ADSs will continue to be considered readily tradable on an established securities market in later years. In the event we are deemed to be a PRC resident enterprise under the EIT Law, we may be eligible for the benefits of the Agreement Between the Government of the United States of America and the Government of the People's Republic of China for the Avoidance of Double Taxation and the Prevention of Tax Evasion with Respect to Taxes on Income, or the United States-PRC income tax treaty (which the Secretary of the Treasury of the United States has determined is satisfactory for this purpose and includes an exchange of information program), in which case we would be treated as a qualified foreign corporation with respect to dividends paid on our ordinary shares or ADSs. U.S. Holders are urged to consult their tax advisors regarding the availability of the reduced tax rate on dividends in their particular circumstances. Dividends received on the ADSs or ordinary shares will not be eligible for the dividends received deduction allowed to corporations. For United States foreign tax credit purposes, dividends paid on the ADSs or ordinary shares will generally be treated as income from foreign sources and will generally constitute passive category income. In the event that we are deemed to be a PRC resident enterprise under the EIT Law, a U.S. Holder may be subject to PRC withholding taxes on dividends paid, if any, on the ADSs or ordinary shares. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on the ADSs or ordinary shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction for United States federal income tax purposes in respect of such withholding, but only for a year in which such holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances. Sale or other disposition of ADSs or ordinary shares Subject to the PFIC rules discussed below, a U.S. Holder will generally recognize capital gain or loss, if any, upon the sale or other disposition of ADSs or ordinary shares in an amount equal to the difference between the amount realized upon the disposition and the holder's adjusted tax basis in such ADSs or ordinary shares. Any capital gain or loss will be long-term gain or loss if the ADSs or ordinary shares have been held for more than one year and will generally be United States source gain or loss for United States foreign tax credit purposes. Long-term capital gains of non-corporate tax payers are currently eligible for reduced rates of taxation. In the event that we are treated as a PRC resident enterprise under the EIT Law, and gain from the disposition of the ADSs or ordinary shares is subject to tax in the PRC, such gain may be treated as PRC source gain for foreign tax credit purposes under the United States-PRC income tax treaty. The deductibility of a capital loss may be subject to limitations. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of the ADSs or ordinary shares, including the availability of the foreign tax credit under their particular circumstances. Passive foreign investment company rules If we are classified as a PFIC for any taxable year during which a U.S. Holder holds the ADSs or ordinary shares, unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will, except as discussed below, be subject to special tax rules that have a penalizing effect, regardless of whether we remain a PFIC, on (1) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder's holding period for the ADSs or ordinary Table of Contents shares), and (2) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, of ADSs or ordinary shares. Under the PFIC rules: the excess distribution and/or gain will be allocated ratably over the U.S. Holder's holding period for the ADSs or ordinary shares; the amount of the excess distribution or gain allocated to the taxable year of the distribution or disposition and any taxable years in the U.S. Holder's holding period prior to the first taxable year in which we are classified as a PFIC, or a pre-PFIC year, will be taxable as ordinary income; and the amount of the excess distribution or gain allocated to each taxable year other than the taxable year of the distribution or disposition or a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to the individuals or corporations, and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. If we are a PFIC for any taxable year during which a U.S. Holder holds the ADSs or ordinary shares and any of our non-United States subsidiaries is also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. Each U.S. Holder is advised to consult its tax advisors regarding the application of the PFIC rules to any of our subsidiaries. As an alternative to the foregoing rules, a U.S. Holder of "marketable stock" in a PFIC may make a mark-to-market election with respect to the ADSs, provided that the ADSs are "regularly traded" (as specially defined in the regulations) on the New York Stock Exchange. No assurances may be given regarding whether the ADSs will qualify, or will continue to be qualified, as being regularly traded in this regard. If a mark-to-market election is made, the U.S. Holder will generally (1) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of ADSs held at the end of the taxable year over the adjusted tax basis of such ADSs and (2) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the ADSs over the fair market value of such ADSs held at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder's adjusted tax basis in the ADSs would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes an effective mark-to-market election, in each year that we are a PFIC any gain recognized upon the sale or other disposition of the ADSs will be treated as ordinary income and loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. Because our ordinary shares are not listed on a stock exchange, U.S. Holders will not be able to make a mark-to-market election with respect to our ordinary shares. If a U.S. Holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the U.S. Holder will not be required to take into account the mark-to-market gain or loss described above during any period that such corporation is not classified as a PFIC. Because a mark-to-market election cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. Holder who makes a mark-to-market election with respect to the ADSs may continue to be subject to the general PFIC rules with respect to such U.S. Holder's indirect interest in any of our non-United States subsidiaries (including our VIE and any subsidiaries of our VIE.) that is classified as a PFIC. We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections, which, if available, would result in tax treatment different from the general tax treatment for PFICs described above. Table of Contents As discussed above under " Dividends", dividends that we pay on the ADSs or ordinary shares will not be eligible for the reduced tax rate that applies to qualified dividend income if we are classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year. In addition, if a U.S. Holder owns the ADSs or ordinary shares during any taxable year that we are a PFIC, the holder must file an annual information return with the IRS. Each U.S. Holder is urged to consult its tax advisor concerning the United States federal income tax consequences of holding, and disposing ADSs or ordinary shares if we are or become a PFIC, including the possibility of making a mark-to-market election and the unavailability of the qualified electing fund election. Information reporting and backup withholding Certain U.S. Holders are required to report information to the IRS relating to an interest in "specified foreign financial assets", including shares issued by a non-United States corporation, for any year in which the aggregate value of all specified foreign financial assets exceeds US$50,000 (or a higher dollar amount prescribed by the IRS), subject to certain exceptions (including an exception for shares held in custodial accounts maintained with a United States financial institution). These rules also impose penalties if a U.S. Holder is required to submit such information to the IRS and fails to do so. In addition, U.S. Holders may be subject to information reporting to the IRS and backup withholding with respect to dividends on and proceeds from the sale or other disposition of the ADSs or ordinary shares. Information reporting will apply to payments of dividends on, and to proceeds from the sale or other disposition of, ordinary shares or ADSs by a paying agent within the United States to a U.S. Holder, other than U.S. Holders that are exempt from information reporting and properly certify their exemption. A paying agent within the United States will be required to withhold at the applicable statutory rate, currently 24%, in respect of any payments of dividends on, and the proceeds from the disposition of, ordinary shares or ADSs within the United States to a U.S. Holder (other than U.S. Holders that are exempt from backup withholding and properly certify their exemption) if the holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with applicable backup withholding requirements. U.S. Holders who are required to establish their exempt status generally must provide a properly completed IRS Form W-9. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder's U.S. federal income tax liability. A U.S. Holder generally may obtain a refund of any amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS in a timely manner and furnishing any required information. Each U.S. Holder is advised to consult with its tax advisor regarding the application of the United States information reporting rules to their particular circumstances. Table of Contents UNDERWRITING We and the underwriters named below have entered into an underwriting agreement with respect to the ADSs being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of ADSs indicated in the following table. Goldman Sachs (Asia) L.L.C., Citigroup Global Markets Inc. and China International Capital Corporation Hong Kong Securities Limited are acting as representatives of the underwriters. The address of Goldman Sachs (Asia) L.L.C. is 68th Floor, Cheung Kong Center, 2 Queen's Road Central, Hong Kong. The address of Citigroup Global Markets Inc. is 388 Greenwich Street, New York, NY 10013, United States of America. The address of China International Capital Corporation Hong Kong Securities Limited is 29th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong. The address of Tiger Broker (NZ) Limited is Level 16, 191 Queen Street, Auckland Central, New Zealand, 1010. The address of Futu Inc. is 720 University Ave, Ste 100, Palo Alto, CA 94301, United States of America. Underwriters Number of ADSs Goldman Sachs (Asia) L.L.C. Citigroup Global Markets Inc. China International Capital Corporation Hong Kong Securities Limited Tiger Broker (NZ) Limited Futu Inc. Total 20,000,000 The underwriters are offering the ADSs subject to their acceptance of the ADSs from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the ADSs offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated, severally and not jointly, to take and pay for all of the ADSs offered by this prospectus if any such ADSs are taken, other than the ADSs covered by the underwriters' option to purchase additional ADSs described below. The underwriters initially propose to offer part of the ADSs directly to the public at the public offering price listed on the cover of this prospectus and part of the ADSs to certain dealers at a price that represents a concession not in excess of US$ per ADS under the public offering price. After the initial offering of the ADSs, the offering price and other selling terms may from time to time be varied by the underwriters. Certain of the underwriters are expected to make offers and sales both inside and outside the United States through their respective selling agents. Any offers or sales in the United States will be conducted by broker-dealers registered with the SEC. China International Capital Corporation Hong Kong Securities Limited and Tiger Brokers (NZ) Limited are not broker-dealers registered with the SEC and, to the extent that their conduct may be deemed to involve participation in offers or sales of ADSs in the United States, those offers or sales will be made through one or more SEC-registered broker-dealers in compliance with applicable laws and regulations. Goldman Sachs (Asia) L.L.C. will offer ADSs in the United States through its SEC-registered broker-dealer affiliate in the United States, Goldman Sachs & Co. LLC. Option to Purchase Additional ADSs We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of additional 3,000,000 ADSs from us at the offering price listed on the cover of this prospectus, less underwriting discounts and commissions. To the Table of Contents extent the option is exercised, each underwriter will become severally obligated, subject to certain conditions, to purchase additional ADSs approximately proportionate to each underwriter's initial amount reflected in the table above. Commissions and Expenses Total underwriting discounts and commissions to be paid to the underwriters represent % of the total amount of the offering. The following table shows the per ADS and total underwriting discounts and commissions to be paid to the underwriters by us. Such amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional ADSs. Total Per ADS (US$) No Exercise (US$) Full Exercise (US$) Discounts and commissions paid by us We have agreed to pay all fees and expenses that we occur in connection with the offering. We have agreed to reimburse the underwriters for certain expenses up to US$ relating to clearance of this offering with the Financial Industry Regulatory Authority, Inc. Lock-Up Agreements We have agreed that, without the prior written consent of the representatives of the underwriters, we will not, during the period ending 180 days after the date of this prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of directly or indirectly, any ordinary shares or ADSs or any securities convertible into or exercisable or exchangeable for such ordinary shares or ADSs; (ii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the ordinary shares or ADSs; (iii) file any registration statement with the SEC relating to the offering of any ordinary shares, ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs; or (iv) publicly disclose the intention to make any offer, sale, pledge, disposition or filing, in each case regardless of whether any such transaction described above is to be settled by delivery of ordinary shares, ADSs, or such other securities, in cash or otherwise. The restrictions described in the preceding paragraph do not apply to (A) the sale of the ADSs and the ordinary shares represented by such ADSs in this offering; (B) the issuance by us of ADSs or ordinary shares upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus of which the underwriters have been advised in writing and (C) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs or ordinary shares. Each of our directors, executive officers and existing shareholders have agreed that, without the prior written consent of the representatives on behalf of the underwriters, it will not, subject to certain exceptions, during the period ending 180 days after the date of this prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs or ordinary shares or any other securities convertible into or exercisable or exchangeable for ADSs or ordinary shares or (2) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs or ordinary shares, whether any such transaction described in clause (1) or Table of Contents (2) above is to be settled by delivery of ADSs, ordinary shares or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement. The restrictions described in the preceding paragraph shall be subject to certain exceptions, including, among other things, (A) transactions relating to ordinary shares or ADSs acquired in open market transactions after the completion of this offering, (B) transfers of any ordinary shares or ADSs as a bona fide gift (C) by operation of law, and (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for our ordinary shares or the ADSs. In addition, through a letter agreement, we will instruct the Bank of New York Mellon, as depositary, not to accept any deposit of any ordinary shares or deliver any ADSs until after 180 days following the date of this prospectus unless we consent to such deposit or issuance. We will not provide such consent without the prior written consent of the representatives of the underwriters. The foregoing does not affect the right of ADS holders to cancel their ADSs and withdraw the underlying ordinary shares. On behalf of the underwriters may release the ADSs and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice. Listing The ADSs have been applied for listing on the New York Stock Exchange under the symbol "RAAS". Stabilization, Short Positions and Penalty Bids In connection with the offering, the underwriters may purchase and sell ADSs in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of ADSs than they are required to purchase in the offering. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional ADSs in
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/RANI_rani_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/RANI_rani_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/RANI_rani_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/RBLX_roblox_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/RBLX_roblox_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cac98c766fb77e0f662f87d484e2385b3397433c
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/RBLX_roblox_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms Roblox, the Company, we, us and our in this prospectus refer to Roblox Corporation and its consolidated subsidiaries and references to our common stock include our Class A common stock and Class B common stock. Overview The story of Roblox began in 1989 when our founders, David Baszucki and Erik Cassel, programmed a 2D simulated physics lab called Interactive Physics, which would later go on to influence our approach to building the groundwork for Roblox. Students across the world used Interactive Physics to see how two cars would crash, or how they could build destructible houses. In starting Roblox in 2004, we wanted to replicate the inspiration of imagination and creativity we saw in Interactive Physics on a much grander scale by ushering in a new category of human interaction that did not exist at the time. An average of 37.1 million people from around the world come to Roblox every day to connect with friends. Together they play, learn, communicate, explore, and expand their friendships, all in 3D digital worlds that are entirely user-generated, built by our community of over 8 million active developers. We call this emerging category human co-experience, which we consider to be the new form of social interaction we envisioned back in 2004. Our platform is powered by user-generated content and draws inspiration from gaming, entertainment, social media, and even toys. Some refer to our category as the metaverse, a term often used to describe the concept of persistent, shared, 3D virtual spaces in a virtual universe. The idea of a metaverse has been written about by futurists and science fiction authors for over 30 years. With the advent of increasingly powerful consumer computing devices, cloud computing, and high bandwidth internet connections, the concept of the metaverse is materializing. Our Roblox human co-experience platform consists of the Roblox Client, the Roblox Studio, and the Roblox Cloud. Roblox Client is the application that allows users to explore 3D digital worlds. Roblox Studio is the toolset that allows developers and creators to build, publish, and operate 3D experiences and other content accessed with the Roblox Client. Roblox Cloud includes the services and infrastructure that power our human co-experience platform. Our mission is to build a human co-experience platform that enables shared experiences among billions of users. We are constantly improving the ways in which the Roblox Platform supports shared experiences, ranging from how these experiences are built by an engaged community of developers to how they are enjoyed and safely accessed by users across the globe. The Roblox Platform has a number of key characteristics: Identity. All users have unique identities in the form of avatars that allow them to express themselves as whoever or whatever they want to be. These avatars are portable across experiences. Table of Contents Index to Financial Statements ROBLOX Table of Contents Index to Financial Statements Friends. Users interact with friends, some of whom they know in the real world and others who they meet on Roblox. Immersive. The experiences on Roblox are 3D and immersive. As we continue to improve the Roblox Platform, these experiences will become increasingly engaging and indistinguishable from the real world. Anywhere. Users, developers and creators on Roblox are from all over the world. Further, the Roblox Client operates on iOS, Android, PC, Mac, and Xbox, and supports VR experiences on PC using Oculus Rift, HTC Vive and Valve Index headsets. Low Friction. It is simple to set up an account on Roblox, and free for users to enjoy experiences on the platform. Users can quickly traverse between and within experiences either on their own or with their friends. It is also easy for developers to build experiences and then publish them to the Roblox Cloud so that they are then accessible to users on the Roblox Client across all platforms. Variety of Content. Roblox is a vast and expanding universe of developer and creator-built content. As of December 31, 2020, there were over 20 million experiences on Roblox, and in 2020, over 13 million of these were experienced by our community. There are also millions of creator-built virtual items with which users can personalize their avatars. Economy. Roblox has a vibrant economy built on a currency called Robux. Users who choose to purchase Robux can spend the currency on experiences and on items for their avatar. Developers and creators earn Robux by building engaging experiences and compelling items that users want to purchase. Roblox enables developers and creators to convert Robux back into real-world currency. Safety. Multiple systems are integrated into the Roblox Platform to promote civility and ensure the safety of our users. These systems are designed to enforce real-world laws, and are designed to extend beyond minimum regulatory requirements. Growth at Roblox has been driven primarily by a significant investment in technology and two mutually reinforcing network effects: content and social. First, user-generated content, built by our community of developers and creators, powers our platform. As developers and creators build increasingly high-quality content, more users are attracted to our platform. The more users on our platform, the higher the engagement and the more attractive Roblox becomes to developers and creators. With more users, more Robux are spent on our platform, incentivizing developers and creators to design increasingly engaging content and encouraging new developers and creators to start building on our platform. Second, our platform is social. When users join, they typically play with friends. This inspires them to invite more friends, who in turn, invite their friends, driving organic growth. The more friends that each of our users has playing together on the platform, the more valuable and engaging the platform becomes. This drives more users to our platform through word of mouth from their existing friends on the platform. The Roblox Platform combines significant bookings and revenue with strong unit economics, free cash flow generation, and high growth. As of December 31, 2020, there were over 20 million experiences on Roblox, and in 2020, over 13 million of those were experienced by our community. Table of Contents Index to Financial Statements As a developer on Roblox, I ve learned that games aren t always about winning, some are sort of challenging and some are about creating experiences you wish to share with others. I like Roblox because there are so ~ many different games, and it helps kids have fun and be creative. Roblox brings the creativity out of every individual. I m so grateful to be part of a community that pushes each other to succeed. The best part about Roblox is chatting online with all my friends from around the world. Table of Contents Index to Financial Statements Daily active users, or DAUs, on Roblox grew 47% from 12.0 million DAUs in 2018 to 17.6 million in 2019 and grew 85%, to 32.6 million, in 2020. Hours engaged on Roblox grew 45% from 9.4 billion in 2018 to 13.7 billion in 2019 and grew 124%, to 30.6 billion, in 2020. Daily paying users on Roblox grew from approximately 125,000 in 2018 to approximately 184,000 in 2019, and approximately 490,000 in 2020. Revenue grew 56% from $325.0 million in 2018 to $508.4 million in 2019 and grew 82%, to $923.9 million, in 2020. Bookings grew 39% from $499.0 million in 2018 to $694.3 million in 2019 and grew 171%, to approximately $1.9 billion, in 2020. Net loss was $88.1 million, $71.0 million, and $253.3 million in 2018, 2019, and 2020, respectively. Net cash provided by operating activities was $101.0 million, $99.2 million, and $524.3 million in 2018, 2019, and 2020 respectively. Free cash flow was $35.0 million, $14.5 million, and $411.2 million in 2018, 2019, and 2020, respectively. See the section titled Selected Consolidated Financial and Other Data for a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP. Our Community Roblox is powered by user-generated content from our community of developers and creators who build immersive and engaging experiences found only on Roblox, as well as the vast majority of the items for customizing avatars. Upon signing up for Roblox, users personalize their avatars by selecting body types, clothes, and gear. Users are then free to immerse themselves in the millions of developer-built experiences. Our Users In the year ended December 31, 2020, 32.6 million daily active users across over 180 countries enjoyed experiences on Roblox across mobile, desktop and console platforms. Our users are diversified across multiple dimensions, including age, geography, platform and gender. Each day users can express themselves through their avatars, explore different worlds, and engage with others in the Roblox community. In the year ended December 31, 2020, users spent 30.6 billion hours engaged on the platform, or an average of 2.6 hours per daily active user each day. Over the same period, our users explored an average of around 20 different experiences on the Roblox Platform per month. Our Developers and Creators We offer users the ability to build engaging, immersive experiences that they can easily share with the Roblox community. Experiences refer to the various titles that can be enjoyed by our users in our platform. Users who create experiences are called developers and those who create avatar items are called creators. Developers can also build and sell custom tools and 3D models to help other developers create experiences. Collectively, our developers and creators contribute to our platform in Table of Contents Index to Financial Statements The limitless possibilities Roblox has unlocked for me have changed my life - for the better. The tools, community, and experience Roblox has given me turned my passion into a career. I enjoy playing Roblox because it s super engaging and the developers are passionate about their games. I ve grown a lot as a developer by using the platform. Roblox helped me grow my passion for game creation while enabling me to be creative. Roblox has enabled me to grow both personally and professionally. It s been a rewarding opportunity creating amazing experiences that touch the lives of millions of players worldwide with my team at Shark Fin Studios. Table of Contents Index to Financial Statements three ways: by building experiences for users to enjoy, by building avatar items for users to acquire and express themselves with, and by building tools and 3D models for other developers and creators to utilize. In the year ended December 31, 2020, we had over 8 million active developers across more than 170 countries who had either created or updated an experience on the platform. We measure the health and success of our developer and creator community based on their earnings and the user engagement in their experiences. As our platform has scaled, our monetizing developers and creators have enjoyed meaningful earnings expansion over time, reflecting the increasing monetization of our platform and driving a growing incentive for our developers and creators to continue to build high-quality content. For the year ended December 31, 2020, over 1,250,000 developers and creators earned Robux on the Roblox Platform, of which over 4,300 developers and creators qualified for and were registered in our Developer Exchange Program and therefore met certain conditions, such as having earned at least 100,000 Robux, having a verified developer account, and having an account in good standing, and were therefore eligible to exchange their earned Robux for real-world currency. Of such developers and creators, for the year ended December 31, 2020, over 3,300 actually exchanged their earned Robux for real-world currency through our Developer Exchange Program. For the same period, there were over 1,250 developers and creators that earned $10,000 or more and over 300 developers and creators that earned $100,000 or more in Robux. Our Products and Technology The Roblox Platform is the underlying technology and infrastructure that supports shared experiences for an average of 32.6 million daily active users. The platform is composed of three elements: Roblox Client: The application that allows users to explore 3D digital worlds. Roblox Studio: The toolset that allows developers and creators to build, publish, and operate 3D experiences and other content accessed with the Roblox Client. Roblox Cloud: The services and infrastructure that power the human co-experience platform. Since our founding, we have invested heavily in building the Roblox Platform, and 79% of our employees are dedicated to maintaining, improving, and expanding it. Here is how our technology supports the key characteristics of the Roblox Platform: Identity The Roblox avatar system allows users to create and personalize their unique 3D identities. Our avatar technology supports a wide variety of character styles. The Roblox Client features the Avatar Editor, which enables users to manipulate the size and body shape of their avatars as well as equip their avatars with clothing, gear, animations, simulated gestures, or emotes, and other accessories from the Avatar Marketplace or Avatar Shop. Within most experiences, avatars appear exactly how they were configured in the Avatar Editor, creating a sense of persistent identity. Friends The Roblox Client allows users to connect through various means, including detecting nearby players, or simply meeting in 3D experiences. The social graph created by these connections is stored Table of Contents Index to Financial Statements 32.6M DAILY ACTIVE USERS 30.6B HOURS ENGAGED $924M REVENUE $1.9B BOOKINGS $524M OPERATING CASH FLOW $253M NET LOSS *all metrics for the year ended December 31, 2020 Table of Contents Index to Financial Statements in the Roblox Cloud and requires mutual opt-in to avoid unwanted communications. When a user chooses to join an experience, the Roblox Cloud is designed to automatically place that user into the same virtual environment as others connected through the social graph. The Roblox Platform supports text-based chat among users sharing the same 3D experience and between users connected through the social graph. Immersive The Roblox Platform allows developers to build deeply immersive 3D environments where users can share synchronous experiences with others, independent of where they may be physically. Developers use Roblox Studio to easily build 3D experiences that are then rendered and simulated on the Roblox Platform. The Roblox Client leverages efficient low-level hardware-specific device APIs to efficiently render those experiences. To achieve an optimal balance between latency, scale, and consistency, computations for the simulation are distributed across Roblox Clients and the Roblox Cloud. Low Friction The Roblox Platform gives users the ability to interact with experiences almost instantly, on most popular client devices, and from anywhere in the world over existing broadband and cellular networks. With Roblox, developers can build an experience once and then expect that experience to operate consistently on all supported devices. The Roblox Cloud is central to enabling low-latency, responsive gameplay within 3D environments having millions of concurrent players. The Roblox Cloud determines the format, level of detail, and priority of each asset sent through content delivery networks to a user s device in order to optimize for the capabilities and bandwidth available to the device. When a user joins a 3D experience, the Roblox Cloud assigns that user to a particular game instance based on, among other considerations, the user s social graph, geographic location, spoken language, and age group. Developers have access to high-speed data stores in the Roblox Cloud where information about users and each simulated environment can be persisted. The majority of services operated by the Roblox Cloud are hosted in Roblox managed data centers. Variety of Content Developers and creators build nearly all of the content for the Roblox Platform. Developers build, publish, and operate 3D experiences with Roblox Studio, a suite of tools accessible to all skill levels, from novice to professional. Teams can work together using built-in access control management and collaborative editing. Once content is built, it can be replicated and shared across multiple experiences giving developers the ability to scale their efforts and make rapid updates. Developers can share their work with other developers through the Studio Marketplace. Roblox provides developers with reference material, tutorials, community forums, and analytics to build their creations. Anywhere The Roblox Platform serves a global audience. In the year ended December 31, 2020, developers from over 170 countries and users spanning over 180 countries accessed the platform. Developers can build experiences in their native language and then, using machine translation and advanced pattern recognition, the Roblox Cloud automatically translates those experiences into 11 languages. Localization and compliance systems embedded within the Roblox Client and Roblox Cloud help to lower cultural barriers and enable our developers to meet regional requirements with little to no additional effort. We are addressing the opportunity in China through Luobu, a wholly-owned subsidiary of our joint venture with Songhua, an affiliate of Tencent. Table of Contents Index to Financial Statements Table of Contents Index to Financial Statements Economy Roblox has a vibrant economy built on a currency called Robux, which can be purchased through the Roblox Client and website. Users can also acquire Robux through a monthly subscription to Roblox Premium. Developers and creators earn Robux by selling access to virtual content. Developers can also earn Robux by driving engagement of Premium subscribers through an engagement-based payout system. When Premium subscribers spend time in a developer s experience, that developer earns a prorated share of the user s monthly subscription fee. Engagement-based payouts incentivize developers to invest in the engagement of their experiences. Roblox allows developers and creators to convert earned Robux into the real-world currency of their choice through our Developer Exchange Program. Safety Multiple systems are integrated into the Roblox Platform to promote civility and ensure the safety of our users. These systems are designed to enforce our policies, protect users personal information, and abide by local laws. We leverage text-filtering, content moderation systems, and automated systems to proactively identify behaviors that may violate our policies. A human review team is continuously operating to evaluate flagged experiences. During the year ended December 31, 2020, our human review team evaluated over 96 million assets. Assets refer to images, meshes, audio files, and video files that developers upload to Roblox to include in their experiences. Roblox operates a customer service portal that profiles self-help information along with ways to contact Roblox via email or from within the Roblox Client. In the year ended December 31, 2020, Roblox responded to over 11 million customer inquiries and had a human respond to all actionable safety issues within 10 minutes of their submission on average. Safety and Digital Civility We aspire to build a safe and civil online society. We have no tolerance on our platform for content or behavior that violates our rules. Safety and civility systems are built into our platform and apply to every experience. In many instances, our systems extend beyond minimum regulatory requirements. Our platform is designed to comply with Children s Online Privacy Protection Act and GDPR regulations. We work closely with regulators, authorities, and safety groups in many countries. We endeavor to promptly report any suspected child exploitation or abuse materials to the relevant authorities. We partner with over 10 leading global organizations focused on child and internet safety. We are also a member of various organizations with a goal of cross-industry collaboration, knowledge and technology exchange in areas of user safety and child safety. We continue to work diligently with other digital platforms to report bad actors and inappropriate content so that they can also take appropriate actions on their platforms. The Roblox Economy We support our developer and creator community by giving them the tools to build, publish, operate, and monetize content. Our economy enables developers and creators to generate income through Roblox. When users sign up for Roblox, they can create an avatar and explore the vast majority of our experiences for free. Most free experiences allow users to spend Robux by purchasing experience- Table of Contents Index to Financial Statements Table of Contents Index to Financial Statements specific enhancements and items such as clothing accessories and emotes from our Avatar Marketplace or Avatar Shop. Roblox retains a portion of every Robux transaction and distributes the rest to developers and creators. Users can purchase Robux in two ways, as one-time purchases or via Roblox Premium, a subscription service that is billed monthly and includes discounted Robux, access to exclusive in-experience benefits, exclusive and discounted marketplace items, and the ability to buy, sell, and trade certain Avatar items. We currently offer developers and creators four mechanisms to earn Robux: sale of access to their experiences and enhancements in their experiences; engagement-based payouts, which reward developers for the amount of time that Premium subscribers spend in their experiences; sale of content and tools between developers; and sale of items to users through the Avatar Marketplace. Earned Robux are deposited into the virtual accounts of the developers and creators, who can convert Robux into the real-world currency of their choice if they qualify for and are registered in our Developer Exchange Program. In the year ended December 31, 2020, over 4,300 developers and creators that were qualified and registered in our Developer Exchange Program earned $328.7 million, up from approximately 2,600 of such developers and creators who earned $112.0 million in the year ended December 31, 2019. Developers and creators do not always cash out their Robux to real-world currency. Some choose to reinvest their Robux into developer tools, promote their experiences through our internal ad network, or spend the Robux as any other user would. Our Growth Strategies We believe that the Roblox Platform has the potential to transform how people express themselves, socialize, play, learn, work, and transact together around the world. We are focused on the following key growth strategies: Platform Extension: We are continually investing in the Roblox Platform, including significant investments in high fidelity avatars, more realistic experiences, 3D spatial audio technology, and other social features. These investments should enable Roblox to support human co-experience in the entertainment, learning and business markets. Age Demographic Expansion: As a result of platform extension, developers and creators are now able to build higher quality experiences and content that appeals to an older age demographic. We believe there is significant potential for us to increase our penetration and engagement across all age demographics. International Reach: We believe there is significant potential for us to grow the global reach of our platform. We believe some of that will occur by the same organic, word of mouth user and developer growth that we have seen in markets like the U.S., Canada, and the United Kingdom. In addition, we are investing in technology that will also enhance our growth around the world. For example, we believe that features such as automated translation and built-in regional compliance will enable us to scale usage in global markets. Further, we are addressing the opportunity in China through Luobu, a wholly-owned subsidiary of our joint venture with Songhua, an affiliate of Tencent Holdings. Table of Contents Index to Financial Statements Table of Contents Index to Financial Statements Monetization: We believe there is significant potential to increase monetization on our platform. First, we are actively working with our developer and creator community to help them improve their monetization. Second, we recently introduced our subscription service, Roblox Premium, which we believe will increase our conversion of our free users to paying users and the retention of our paying users. Finally, we expect to work with leading brands to build unique marketing opportunities on the Roblox Platform.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/RBOT-WT_vicarious_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/RBOT-WT_vicarious_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d4ccf245dcb7deabc816208952b4b3353ecf793c
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/RBOT-WT_vicarious_prospectus_summary.txt
@@ -0,0 +1,110 @@
+SUMMARY OF THE PROSPECTUS
+
+ This summary highlights selected information included in this prospectus and does not contain all of the information that may be important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included in this prospectus. Before making your investment decision with respect to our securities, you should carefully read this entire prospectus, including the information under Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements included elsewhere in this prospectus.
+
+ The Company
+
+ We are combining advanced miniaturized robotics, computer science and 3D visualization to build an intelligent and affordable, single-incision surgical robot, called the Vicarious System, that virtually transports surgeons inside the patient to perform minimally invasive surgery, or MIS. With our disruptive next-generation robotics technology, we are seeking to increase the efficiency of surgical procedures, improve patient outcomes and reduce healthcare costs. We believe that the Vicarious System is the only surgical robotic system to receive a Breakthrough Device designation from the U.S. Food and Drug Administration, or the FDA, for ventral hernia procedures. A Breakthrough Device designation offers multiple benefits designed to accelerate the timeline to market for novel medical devices, including priority review of the pre-market submission for the device, and an established pathway to Centers for Medicare & Medicaid Services, or CMS, reimbursement and coverage. However, the process of medical device development is inherently uncertain and there is no guarantee that a Breakthrough Device designation will accelerate the timeline for approval or make it more likely that the Vicarious System will be approved. Led by a visionary team of engineers from the Massachusetts Institute of Technology, or MIT, we intend to deliver the next generation in robotic-assisted surgery, designed to solve the shortcomings of open surgery, and current laparoscopic and robot-assisted MIS. We have developed multiple prototypes and intend to request a pre-submission meeting with the FDA by the end of 2021 and to file a 510(k) application for the Vicarious System for ventral hernia procedures by the end of 2023, and other indications thereafter.
+
+ Background and Business Combination
+
+ On September 17, 2021 (the Closing Date ), D8 Holdings Corp., a Delaware corporation that was previously a Cayman Islands exempted company that migrated to and domesticated as described below ( D8 and after the Business Combination described herein, the Company ), consummated the previously announced business combination (the Business Combination ) pursuant to the terms of the Agreement and Plan of Merger, dated as of April 15, 2021 (the Business Combination Agreement ), by and among D8, Snowball Merger Sub, Inc., a Delaware corporation ( Merger Sub ), Vicarious Surgical Inc., a Delaware corporation ( Legacy Vicarious ) and Adam Sachs, in his capacity as the stockholder representative.
+
+ Prior to the Closing Date, on September 16, 2021, as contemplated by the Business Combination Agreement, D8 filed a notice of deregistration and necessary accompanying documents with the Cayman Islands Registrar of Companies, and a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which D8 was domesticated and continues as a Delaware corporation, changing its name to Vicarious Surgical Inc. (the Domestication ). As a result of and upon the effective time of the Domestication, (a) each D8 Unit then issued and outstanding as of immediately prior to the Domestication automatically separated into the underlying D8 Class A ordinary share and one-half of a D8 Public Warrant, (b) each D8 Class A ordinary share issued and outstanding immediately prior to the Domestication remained outstanding and automatically converted into one share of Class A common stock, (c) each D8 Class B ordinary share, par value $0.0001 per share, of D8 issued and outstanding immediately prior to the Domestication automatically converted into one share of D8 Class A ordinary share, and (d) each D8 Public Warrant automatically converted into a Public Warrant on the same terms as the D8 Public Warrants. No fractional Public Warrants were issued upon separation of the D8 Units.
+
+ On September 17, 2021, concurrently with the consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement (such completion, the Closing ), D8 changed its name to Vicarious Surgical Inc. ( Vicarious Surgical ) and Legacy Vicarious changed its name to Vicarious Surgical Operating Co. On October 6, 2021, Legacy Vicarious changed its name from Vicarious Surgical Operating Co. to Vicarious Surgical US Inc. 
+
+ 
+
+ 7
+
+ Table of Contents
+
+ 
+ As a consequence of the Business Combination, each D8 Class B ordinary share or that was issued and outstanding as of immediately prior to the effective time of the Merger (the Effective Time ) was converted, on a one-for-one basis, into a share of Class A common stock. The Business Combination had no effect on the Class A common stock that was issued and outstanding as of immediately prior to the Effective Time, which continues to remain outstanding, except for the shares redeemed in connection with the Business Combination.
+
+ In connection with the Closing of the Business Combination, (i) Legacy Vicarious stockholders received shares of Vicarious Surgical Class A common stock equal to the amount of shares of Legacy Vicarious capital stock owned by such stockholder multiplied by 3.29831 for each share in such class of Legacy Vicarious capital stock that was issued and outstanding immediately prior to the Effective Time, rounded to the nearest whole number of shares; (ii) the Legacy Vicarious Founders received shares of Vicarious Surgical Class B common stock equal to the amount of shares of Legacy Vicarious Class A common stock owned by such Legacy Vicarious Founder multiplied by 3.29831 for each share in such class of Legacy Vicarious Class A common stock that was issued and outstanding immediately prior to the Effective Time, rounded to the nearest whole number of shares; (iii) each option to purchase shares of Legacy Vicarious common stock, whether vested or unvested, that was outstanding and unexercised as of immediately prior to the Effective Time was assumed by D8 and became an option (vested or unvested, as applicable) to purchase a number of shares of Vicarious Surgical Class A common stock equal to the number of shares of Legacy Vicarious common stock subject to such option immediately prior to the Effective Time multiplied by 3.29831, rounded down to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by 3.29831 and rounded up to the nearest whole cent; and (iv) each warrant to purchase shares of Legacy Vicarious Class B common stock that was issued and outstanding prior to the Effective Time was assumed and converted into a warrant exercisable for shares of Vicarious Surgical Class A common stock.
+
+ In addition, concurrently with the execution of the Business Combination Agreement, on April 15, 2021 and September 9, 2021, D8 entered into subscription agreements (the Subscription Agreements ) with certain qualified institutional buyers and accredited investors (the PIPE Investors ), pursuant to which the PIPE Investors purchased, immediately prior to the Closing, an aggregate of 14,200,000 shares of Class A common stock at a purchase price of $10.00 per share (the PIPE Financing ).
+
+ Stock Exchange Listing
+
+ Our Class A common stock and Public Warrants are listed for trading on the NYSE under the symbols RBOT and RBOT WS , respectively.
+
+ Summary of Risk Factors
+
+ Investing in our securities involves risks. You should carefully consider the risks described in Risk Factors beginning on page 13 before making a decision to invest in our Class A common stock. If any of these risks actually occurs, our business, financial condition and results of operations would likely be materially adversely affected. Some of the risks related Vicarious Surgical s business and industry are summarized below.
+
+ References in the summary below to we , us , our and the Company refer to Vicarious Surgical and its subsidiaries.
+
+ We have a limited operating history on which to assess the prospects for our business, we have not generated any revenue from sales of our products, and have incurred losses since inception. We anticipate that we will continue to incur significant losses for at least the next several years as we develop and commercializes our products and applications.
+
+ We may need to raise additional funding to develop and commercialize the Vicarious System and to expand our research and development efforts. This additional financing may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product commercialization or development efforts or other operations.
+
+ We are a development stage company with a limited history of operations and no products with marketing authorization in any jurisdiction, and we cannot assure you that we will ever have a commercialized product.
+
+ 
+
+ 8
+
+ Table of Contents
+
+ 
+ Our success depends upon market acceptance of our products, our ability to develop and commercialize our products and additional applications and generate revenues, and our ability to identify new markets for our technology.
+
+ We are highly dependent upon the continued contributions of our key personnel. The loss of their services could harm our business, and if we are unable to attract, recruit, train, retain, motivate and integrate key personnel, we may not achieve our goals.
+
+ We have no experience in marketing and selling our products and if we are unable to successfully commercialize our products, our business and operating results will be adversely affected.
+
+ We expect to generate an increasing portion of our revenue internationally in the future and may become subject to various additional risks relating to our international activities, which could adversely affect our business, operating results and financial condition.
+
+ We rely on limited or sole suppliers for some of the materials and components used in our products, and we may not be able to find replacements or immediately transition to alternative suppliers, which could have a material adverse effect on our business, financial condition, results of operations and reputation.
+
+ If we do not successfully develop, optimize and operate our sales and distribution channels or we do not effectively expand and update infrastructure, our operating results and customer experience may be negatively impacted.
+
+ If we are unable to establish and maintain adequate sales and marketing capabilities or enter into and maintain arrangements with third parties to sell and market our products, our business may be harmed.
+
+ The COVID-19 pandemic has and could continue to negatively affect various aspects of our business, which could have a material adverse effect on our business, financial condition, results of operations, or cash flows.
+
+ We have identified a material weakness in our internal control over financial reporting. If we are unable to successfully remediate this material weakness in our internal control over financial reporting, we could have an adverse effect on the company.
+
+ We are subject to extensive government regulation, which could restrict the development, marketing, sale and distribution of our products and technologies and could cause us to incur significant costs.
+
+ There is no guarantee that the FDA will grant marketing authorization for our current products or any of our future products and technologies, and failure to obtain necessary marketing authorization for our current products and our future products and technologies would adversely affect our ability to grow our business.
+
+ If we are unable to protect our intellectual property, our ability to maintain any technological or competitive advantage over our competitors and potential competitors would be adversely impacted, and our business may be harmed.
+
+ We may need or may choose to obtain licenses from third parties to advance our research or allow commercialization of our current or future products and technologies, and we cannot provide any assurances that we would be able to obtain such licenses.
+
+ We and our partners may be sued for infringing the intellectual property rights of third parties. If that happens, such litigation would be costly and time consuming, and an unfavorable outcome in any such litigation could have a material adverse effect on our business.
+
+ In addition to IP litigation risks (referenced above), we face the risk of product liability claims and may be subject to damages, fines, penalties and injunctions, among other things.
+
+ 
+
+ 9
+
+ Table of Contents
+
+ 
+ Corporate Information
+
+ D8 was incorporated in the Cayman Islands on May 6, 2020. It was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
+
+ Legacy Vicarious was incorporated under the laws of the State of Delaware on May 1, 2014.
+
+ On September 16, 2021, D8 was incorporated as a Delaware corporation in connection with the Domestication. On September 17, 2021, D8 and Legacy Vicarious completed the Business Combination, pursuant to which each holder of Legacy Vicarious common stock, preferred stock, options or warrants received shares of Vicarious Surgical s common stock, options or warrants. As a result, Legacy Vicarious became a wholly owned subsidiary of D8, D8 s corporate name was changed to Vicarious Surgical Inc. and the business of Legacy Vicarious became the business of the Company.
+
+ Our principal executive offices are located at 78 Fourth Avenue, Waltham, Massachusetts 02451, and our telephone number is (617) 868-1700.
+
+ Emerging Growth Company
+
+ Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Vicarious Surgical s financial statements with those of another public company that is not an emerging growth company or is an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
+
+ We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of D8 s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates is $700 million or more as of the end of that fiscal year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act.
+
+ 
+
+ 10
+
+ Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/REE_ree_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/REE_ree_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ba0f0a59d76f4383bc5a8b8fb3cb6d9068b31086
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/REE_ree_prospectus_summary.txt
@@ -0,0 +1,89 @@
+PROSPECTUS SUMMARY
+
+ This summary highlights selected information from this prospectus and does not contain all of the information that is important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included in this prospectus. Before making your investment decision with respect to our securities, you should carefully read this entire prospectus, including the information under Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, and the financial statements included elsewhere in this prospectus.
+
+ Unless otherwise indicated or the context otherwise requires, references in this prospectus to Company , we, our, us and other similar terms refer to REE Automotive Ltd. and our consolidated subsidiaries.
+
+ General
+
+ REE Automotive Ltd. ( REE ), a company organized under the laws of the State of Israel, is a development stage technology company in the field of electric mobility that aims to reinvent the EV and next-generation e-mobility market. REE s mission is to empower global mobility companies to build any size or shape of electric or autonomous vehicle for various applications and target markets from Class 1 through Class 6 (running as small as short-range delivery vehicles or autonomous passenger vehicles at one end of the spectrum, up to as large as large walk-in/mid-duty delivery trucks or mid-size shuttle buses at the other end). REE strives to be the cornerstone on top of which mobility players can build their dreams of future services, unbound by legacy thinking, as REE carries the next generation of electric and autonomous vehicles on a truly modular and scalable platform.
+
+ On February 3, 2021, REE entered into the Merger Agreement with 10X Capital and Merger Sub. Pursuant to the Merger Agreement, Merger Sub merged with and into 10X Capital, with 10X Capital surviving the merger. On July 22, 2021 (the Closing Date ), the Merger was consummated with 10X Capital becoming a wholly-owned subsidiary of REE, and the securityholders of 10X Capital becoming securityholders of REE.
+
+ On February 3, 2021, concurrently with the execution of the Merger Agreement, REE and 10X Capital entered into Subscription Agreements (the Subscription Agreements ) with certain investors (the PIPE Investors ), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and 10X Capital agreed to issue and sell to such PIPE Investors, an aggregate of 30,000,000 10X Capital Class A Common Stock at $10.00 per share for gross proceeds of approximately $300 million (the PIPE Financing ) on the Closing Date, which were converted into approximately 30,000,000 Class A Ordinary Shares upon the consummation of the Merger. The PIPE Financing closed immediately prior to the Merger.
+
+ Following the closing of the PIPE Financing, and after giving effect to redemptions of shares by shareholders of 10X Capital and payment of transaction expenses, the transactions described above generated approximately $285 million for REE (resulting in total cash on hand of over $300 million).
+
+ The mailing address for REE s principal executive office is 18 Shenkar Street, Herzliya, Israel and its telephone number is +972 0778995193.
+
+ Implications of Being an Emerging Growth Company and a Foreign Private Issuer
+
+ Emerging Growth Company
+
+ REE is an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, REE is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find REE s securities less attractive as a result, there may be a less active trading market for REE s securities and the prices of REE s securities may be more volatile.
+
+ 
+
+ 5
+
+ Table of Contents
+
+ 
+ Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. REE has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, REE, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of REE s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
+
+ REE will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Merger, (b) in which REE has total annual gross revenue of at least $1.07 billion, or (c) in which REE is deemed to be a large accelerated filer, which means the market value of REE s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which REE has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act.
+
+ Foreign Private Issuer
+
+ REE is a foreign private issuer under SEC rules. Consequently, REE is subject to the reporting requirements under the Exchange Act applicable to foreign private issuers. REE will be required to file its annual report on Form 20-F for the year ending December 31, 2021 with the SEC by April 30, 2022. In addition, REE will furnish reports on Form 6-K to the SEC regarding certain information required to be publicly disclosed by REE in Israel or that is distributed or required to be distributed by REE to its shareholders.
+
+ Based on its foreign private issuer status, REE will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as a U.S. company whose securities are registered under the Exchange Act. REE will also not be required to comply with Regulation FD, which addresses certain restrictions on the selective disclosure of material information. In addition, among other matters, REE officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Class A Ordinary Shares.
+
+ Despite its initial exemption due to its foreign private issuer status, following the consummation of the Merger, REE nevertheless expects to issue interim quarterly financial information publicly and to furnish it to the SEC on Form 6-K.
+
+ Summary Risk Factors
+
+ Investing in our securities involves risks. You should carefully consider the risks described in Risk Factors before making a decision to invest in our ordinary shares. If any of these risks actually occurs, our business, financial condition and results of operations would likely be materially adversely affected. In such case, the trading price of our securities would likely decline, and you may lose all or part of your investment. Set forth below is a summary of some of the principal risks we face:
+
+ REE s business model has yet to be tested and any failure to commercialize its strategic plans could have an adverse effect on its operating results, business, or reputation, resulting in substantial liabilities that may exceed its resources.
+
+ REE s marketing and sales model is different from predominant and current models in the automobile industry, making evaluation of its business, operating results and future prospects difficult. Should such a model fail to achieve market acceptance, REE may not be able to achieve profitability.
+
+ REE s agreements with potential customers, potential suppliers and potential strategic partners are preliminary in nature.
+
+ 
+
+ 6
+
+ Table of Contents
+
+ 
+ REE s products are currently in development and there are risks associated with developing existing advanced prototypes into marketable products.
+
+ REE s development of an outsourced manufacturing business model may not be successful, which could harm its ability to deliver products and recognize revenue.
+
+ Although REE has projected unit sales based on an assessment of strategic collaborations and the possibility of sales to potential partners, considering a range of assumptions, REE has not entered into any definitive purchase agreements with potential customers.
+
+ REE is reliant on its UK Engineering Center of Excellence for the design, validation, verification, testing and homologation of its products.
+
+ REE s limited operating history may make evaluation of its business and future prospects difficult, increasing the risk of investment in REE.
+
+ REE s projected financial information relies in large part upon internally developed assumptions and analyses, that if proven incorrect could result in significantly lower actual results.
+
+ REE s business model is subject to risks associated with its anticipated initial commercial production in 2022 and subsequent increased commercial production in 2023.
+
+ REE will be dependent on its potential suppliers, including but not limited to body manufacturers and battery providers, some of which will be single or limited source suppliers, and the inability of such suppliers to deliver the components of REE s products in a timely manner or at all and at prices and volumes acceptable to REE could have a material adverse effect on its business, prospects and operating results.
+
+ If the market for commercial EVs does not develop as REE expects or develops slower than REE expects, its business prospects, financial condition, and operating results may be adversely affected.
+
+ REE operates in a highly competitive market against a large number of both established competitors and new market entrants, and many market participants have substantially greater resources than REE;
+
+ Political, economic and military conditions in Israel could adversely affect REE s business.
+
+ REE s voting control is concentrated among the holders of Class B Ordinary Shares. As a result, the market price of Class A Ordinary Shares may be materially adversely affected by such disparate voting rights.
+
+ 
+
+ 7
+
+ Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/RELY_remitly_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/RELY_remitly_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/RELY_remitly_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/RPID_rapid_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/RPID_rapid_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..281a5ec572b63b0d49a1349f54fbb38bc4915756
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/RPID_rapid_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/RSI_rush_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/RSI_rush_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8d864e052daf244b9e0e4d9132a2ef6c38e4031d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/RSI_rush_prospectus_summary.txt
@@ -0,0 +1 @@
+SUMMARY OF THE PROSPECTUS 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/RVMDW_revolution_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/RVMDW_revolution_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6fd1b31a26ec10bc1fd1e216e073634da63e7929
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/RVMDW_revolution_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/RXST_rxsight_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/RXST_rxsight_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/RXST_rxsight_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/SANA_sana_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/SANA_sana_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/SANA_sana_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/SBDS_solo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/SBDS_solo_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/SBDS_solo_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/SEER_seer-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/SEER_seer-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2af24c257b969bc8dda96109f9d36e157e9e1413
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/SEER_seer-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. It does not contain all of the information that may be important to you and your investment decision. You should carefully read this entire prospectus, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations, and our financial statements and related notes. In this prospectus, unless the context requires otherwise, references to we, us, our, Seer, or the Company refer to Seer, Inc. A summary of key terms used in this prospectus can be found in the section titled Glossary located after this Prospectus Summary. Overview We aim to enable exceptional scientific outcomes by commercializing transformative products for researchers to unlock deep, unbiased biological information. Our initial product, the Proteograph Product Suite (Proteograph), will leverage our proprietary engineered nanoparticle (NP) technology to provide unbiased, deep, rapid and large-scale access across the proteome. Our Proteograph Product Suite is an integrated solution that is comprised of consumables, an automation instrument and software. Our Proteograph provides an easy-to-use workflow, which has the potential to make proteomic profiling, and the analysis of the thousands of samples needed to characterize the complex, dynamic nature of the proteome, accessible for nearly any laboratory. We believe that characterizing and understanding the full complexity of the proteome is foundational for accelerating biological insights and will lead to broad potential end-markets for proteomics, encompassing basic research and discovery, translational research, diagnostics and applied applications. This full understanding of the complexity of the proteome requires large-scale, unbiased and deep interrogation of thousands of samples across time, which we believe is unavailable with the proteomic approaches available today. We believe that our Proteograph has the potential to enable researchers to perform proteomics studies at scale, similar to the manner in which next generation sequencing (NGS) technologies have transformed genomics. Proteins are the functional units of all forms of life. While deoxyribonucleic acid (DNA) may be used as a static indicator of health risk, proteins are dynamic indicators of physiology and may be used to track health over time, gauge disease progression and monitor therapeutic response. Despite the central role proteins play in biology, the proteome is relatively unexplored compared to the genome, particularly the rich functional content that could be derived from large-scale proteomics studies. We believe large-scale characterization of the proteome has not been feasible with existing proteomics approaches, which broadly fall into two categories (i) unbiased but not scalable, or (ii) scalable but biased. Current de novo, or unbiased, approaches require complex, lengthy, and labor- and capital-intensive workflows, which limit their scalability to small, under-powered studies, and require significant processing expertise. On the other hand, targeted or biased methods only enable interrogation of a limited number of known proteins per sample. Although biased approaches are scalable, they lack the breadth and depth necessary to appropriately characterize the proteome and catalog its many protein variants. Thus, we believe that proteomics researchers are forced into an unattractive trade-off between the number of samples in a study and the depth and breadth of the analysis. These trade-offs limit researchers abilities to advance characterization of the proteome to match the current characterization of the genome. We believe large-scale proteomic analysis is needed for a more complete understanding of biology. The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JANUARY 25, 2021 PRELIMINARY PROSPECTUS 3,500,000 Shares Class A Common Stock We are offering 1,400,000 shares of our Class A common stock. The selling stockholders identified in this prospectus, including our chief executive officer, are offering 2,100,000 shares of our Class A common stock. We will not receive any proceeds from the sale of shares of Class A Common Stock by the selling stockholders. Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol SEER. On January 22, 2021, the last reported price of our Class A common stock on the Nasdaq Global Select Market was $77.88 per share. We are an emerging growth company and a smaller reporting company as defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. Investing in our Class A common stock involves a high degree of risk. Please read Risk Factors beginning on page 17 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PER SHARETOTAL Public Offering Price$$ Underwriting Discounts and Commissions(1) $$ Proceeds to Seer, Inc., before expenses$$ Proceeds to selling stockholders, before expenses $$ __________________ (1) See Underwriting beginning on page 174 for a description of the compensation payable to the underwriters and underwriting discounts and commissions paid by Seer, Inc. and the selling stockholders. The selling stockholders have granted the underwriters an option for a period of 30 days to purchase an additional 525,000 shares of our Class A common stock at the public offering price less underwriting discounts and commissions. We will not receive any proceeds from the sale of additional shares of Class A Common Stock by the selling stockholders. Delivery of the shares of Class A common stock is expected to be made on or about , 2021. J.P. MorganMorgan StanleyBofA SecuritiesCowen Prospectus dated , 2021 Table of Contents We plan to initially focus on research applications for our Proteograph Product Suite and will sell and market our Proteograph for research use only (RUO). We plan to commercialize our Proteograph utilizing a three phase plan that has been shown to be effective and optimal for introducing disruptive products in numerous life sciences technology markets, including NGS. We are currently in the first phase, during which we will collaborate with a small number of key opinion leaders in proteomics, whose assessment and validation of products can significantly influence other researchers in their respective markets. Our first Proteograph was delivered to one of our first collaborators in October 2020, and we delivered a second Proteograph to a collaborator in December 2020. In consideration of our initial collaborators significant contributions to the development of our Proteograph Product Suite, including providing us with helpful data and feedback on our Proteograph, we have offered our early collaborators a special discount program for consumables that is not reflective of our expected commercial pricing. Additionally, we have provided these early collaborators with the ability to purchase our Proteograph automation instrument at a discount following the completion of the first phase of our commercialization plan. During the second phase, early access limited release, which we expect to commence in 2021, we plan to sell our Proteograph to select sites performing large-scale proteomics or genomics research. We will work closely with these sites, which we expect will serve as models for the rest of the market, to exemplify applications that demonstrate the unique value proposition of our Proteograph. We expect this phase to continue through 2021 and lead into the third phase of commercialization, broad commercial availability, in early 2022. During the second and third phases, we expect to sell our Proteograph at list prices though we may offer volume-based discounts on consumables, consistent with industry practice. We believe by following this approach we can appropriately scale our operations, deliver exceptional customer experiences, foster publications and develop a robust pipeline of customers to drive our revenue growth. Challenges of Accessing the Proteome The human proteome is dynamic and far more complex and diverse in structure, composition and number of variants than either the genome or transcriptome. Starting from the genome, there are multiple biological steps that take place to arrive at the proteome, each step driving increasing complexity and diversity. The human genome of approximately 20,000 genes is estimated to give rise to 1,000,000 or more protein variants, in part because a single gene produces distinct ribonucleic acid (RNA) isoforms through the process of transcription and a myriad of structurally distinct proteins through the process of translation. Biological processes can further chemically modify these proteins in unique ways, resulting in a large number of protein variants through post-translational modifications. Overall, these processes result in many levels of protein diversity, from amino acid sequence and structural variations, to post-translational modifications (PTMs), to functional changes due to interactions between the proteins themselves, known as protein-protein interactions (PPIs). In addition, all of these forms of diversity can differ between states of health and disease. We believe the fundamental challenge with existing proteomics methods is their inability to measure the breadth and depth of the proteome s complexity, rapidly and at scale. TABLE OF CONTENTS PAGE PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/SEMR_semrush_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/SEMR_semrush_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..451c3b8e245726a5c5ffd0f4381fad14cb4dec11
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/SEMR_semrush_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations , our consolidated financial statements, and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms Semrush, the company, we, us and our in this prospectus refer to Semrush Holdings, Inc. and its consolidated subsidiaries. SEMRUSH HOLDINGS, INC. Overview We are a leading online visibility management software-as-a-service platform. We enable companies globally to identify and reach the right audience for their content, in the right context, and through the right channels. Online visibility represents how effectively companies connect with consumers across a variety of digital channels, including search, social and digital media, digital public relations, and review websites. The evolving online landscape and information overload from online content have made it increasingly difficult for companies to understand and manage their online visibility. Our proprietary software-as-a-service ( SaaS ) platform enables us to aggregate and enrich trillions of data points collected from over 200 million unique domains. Our platform enables our customers to understand trends and act upon unique insights to improve their online visibility, drive high-quality traffic to their websites and social media pages, as well as online listings, distribute highly targeted content to their customers, and measure the effectiveness of their digital marketing campaigns. As of September 30, 2020 and 2021, our differentiated platform empowered over 307,000 and 548,000 active free customers, respectively, and over 64,000 and 79,000 paying customers, respectively, in over 145 and 146 countries, respectively. As interactions between companies and their customers continue to shift online, managing a company s online visibility has become critical. With over 4.9 billion internet users in the third quarter of 2020, according to Internet World Stats, and consumers worldwide spending an average of over six and a half hours per day online, according to GlobalWebIndex, digital channels are essential for customer engagement. While these digital channels have made it easier for companies to have an online presence, with so many different sources of media competing for customers attention, it has become increasingly difficult for companies to be discovered by, and engage with, their customers. Most companies do not have the technology or resources to effectively ingest, aggregate, process, and analyze the vast amount of fragmented data from these diverse sources at scale to derive actionable insights. Companies often attempt to address individual aspects of online visibility, such as search engine optimization ( SEO ), search engine marketing ( SEM ), content marketing, social media management ( SMM ), digital public relations ( PR ), and competitive intelligence, among others. Fully integrated solutions are more likely to drive long-term traffic improvement than siloed approaches, offering more comprehensive functionality and insights, and combining strategies across owned, earned, and paid media. Our fully integrated SaaS platform leverages our proprietary technology, differentiated data, and actionable insights to improve online visibility. We utilize machine learning capabilities to synthesize broad and deep data sets to derive actionable insights and analytics. Our ability to aggregate, crawl, and process massive data sets, including search engine, website traffic, backlink, online advertising, panel, and social media data, combined with our ability to obtain data from our customers through APIs, enables our software to generate a comprehensive view of a company s online visibility profile and identify the specific keywords, advertisements, third-party websites, and content that are driving traffic. We also integrate with third-party solutions to create comprehensive end-to-end workflows across the entire marketing funnel. These workflows include analyzing trends, identifying potential opportunities to optimize visibility, creating high-quality content efficiently, helping customers assess different marketing The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, and neither we nor the selling stockholders are soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion. Dated November 16, 2021. 5,500,000 Shares Semrush Holdings, Inc. Class A Common Stock Semrush Holdings, Inc. is offering 2,500,000 shares of our Class A common stock, and the selling stockholders identified in this prospectus (including certain of our affiliates) are selling an additional 3,000,000 shares of our Class A common stock. We will not receive the proceeds from the sale of the shares of our Class A common stock being sold by the selling stockholders. Our Class A common stock is listed on the New York Stock Exchange under the symbol SEMR. On November 12, 2021, the closing price of our Class A common stock as reported on the New York Stock Exchange was $26.00 per share. We have two classes of common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except for voting and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to ten votes and is convertible at any time into one share of Class A common stock. The holders of our outstanding Class B common stock will hold approximately 97% of the voting power of our outstanding capital stock upon completion of this offering, with our directors, executive officers, and their affiliates holding approximately 75%. We are an emerging growth company as defined under the federal securities laws and, as such, we have elected to comply with reduced reporting requirements for this prospectus and may elect to do so in future filings. See Risk Factors beginning on page 16 to read about factors you should consider before buying shares of our Class A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Public offering price$$ Underwriting discount(1) $$ Proceeds, before expenses, to Semrush$$ Proceeds, before expenses, to selling stockholders$$ _____________ (1)See the section titled Underwriting beginning on page 148 for additional information regarding compensation payable to the underwriters. The underwriters have an option to purchase up to an additional 825,000 shares of Class A common stock from us at the public offering price less the underwriting discount. The underwriters expect to deliver the shares of Class A common stock to investors on or about , 2021. Morgan StanleyGoldman Sachs & Co. LLCJ.P. MorganKeyBanc Capital Markets Piper SandlerNeedham & Company Prospectus dated , 2021. approaches, executing campaigns regularly, and measuring the effectiveness of their marketing campaigns. As a result, we empower companies to improve their online visibility across key channels through a holistic strategy. In a highly fragmented market with a myriad of network- and channel-specific solutions, our differentiated and integrated platform provides comprehensive insights into a company s online visibility. Some large technology platforms including Google and Facebook offer their own solutions but are incentivized to prioritize their own paid channels, lack independence, and do not operate across rival networks. Meanwhile, individual solutions targeted at addressing one or a subset of business problems, or point solutions, rely on limited, channel-specific data, providing only partial, incomplete perspectives. Our technology collects, aggregates, and enriches a broad set of fragmented data across networks and channels, which we leverage to derive valuable and actionable insights that we provide our customers. As our data assets grow, our ability to provide insights improves, attracting more customers to our platform and enabling us to invest in new and existing products, thereby further strengthening our competitive position. According to G2.com, Inc. ( G2 ), our platform is listed as a leader in the all segments category, comprised of reviewers from each of the small-business, mid-market and enterprise segments (as G2 defines such categories), across 19 product categories, including SEO, competitive intelligence, marketing analytics, content analytics, and social media analytics, which reinforces the strategic advantages of providing a comprehensive solution. G2 ranks different products and vendors based on reviews gathered from its user community (subject to certain minimum requirements concerning sample size and reviewer composition), as well as data aggregated from online sources and social networks, to which it applies its proprietary algorithm to calculate satisfaction and market presence scores ranging from 0 to 100 from which the products are ranked. We offer our solutions on a multi-price point, recurring subscription basis, which provides incremental levels of access to our over 50 products, tools, and add-ons across online visibility management. Some customers start using our products, tools, and add-ons on a free basis before purchasing a subscription to receive premium functionality and additional user licenses. Our compelling value proposition, effective go-to-market strategy, and recurring revenue model drives efficient unit economics. These attributes have enabled us to cost-effectively acquire over 64,000 paying customers as of September 30, 2020 and over 79,000 paying customers as of September 30, 2021, spanning a broad range of industries and geographies. We utilize a highly efficient, low-touch sales approach focused on driving customers to our platform through a self-service model, allowing our sales team to focus on retention and account expansion. Our multi-price point structure also drives meaningful upsell opportunities through higher usage limits, greater product functionality, additional user licenses, and product add-ons, as reflected by our dollar-based net revenue retention rate of 115% and 124% as of September 30, 2020 and 2021, respectively, and our compounded average annual revenue growth rate of over 50% between the years ended December 31, 2016 and December 31, 2020. We have introduced several new add-on offerings, which have enabled us to grow our annual recurring revenue ( ARR ) per paying customer from $2,099 as of September 30, 2020 to $2,480 as of September 30, 2021. We define ARR as the daily revenue of all paid subscription agreements that are actively generating revenue as of the last day of the reporting period multiplied by 365, except that we calculate the ARR from Prowly s customers as the monthly recurring revenue as of the last month of the reporting period multiplied by 12. We include both monthly recurring paid subscriptions, which renew automatically unless cancelled, as well as the annual recurring paid subscriptions so long as we do not have any indication that a customer has cancelled or intends to cancel its subscription and we continue to generate revenue from them. Our success is driven by our experienced leadership team and culture of continuous innovation. We have been led by our co-founders, Oleg Shchegolev and Dmitry Melnikov, since our inception 13 years ago. Our culture is driven by a collaborative and innovative leadership style, which has allowed us to expand from a single product in 2008 to our comprehensive online visibility management SaaS platform comprised of over 50 products, tools, and add-ons today. TABLE OF CONTENTS Prospectus Page Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/SERA_sera_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/SERA_sera_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1ae4bb9f969a6badb07852c1760d54ac4eda5a06
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/SERA_sera_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making an investment decision. Before investing in our Class A common stock, you should carefully read this entire prospectus, including our financial statements and the related notes thereto and the information set forth under the Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations sections of this prospectus. Overview We are a women s health diagnostic company utilizing our proprietary proteomics and bioinformatics platform to discover, develop and commercialize clinically meaningful and economically impactful biomarker tests, with an initial focus on improving pregnancy outcomes. We believe that our method of combining the disciplines of proteomics and bioinformatics with rigorous clinical testing and economic analysis enables us to provide physicians and patients with actionable data and information designed to result in better maternal and neonatal health at lower cost. Our vision is to deliver pivotal and actionable information to pregnant women, their physicians and healthcare payers to significantly improve maternal and neonatal health and to dramatically reduce healthcare costs. We have built an advanced, proprietary and scalable proteomics and bioinformatics platform to characterize the biology of pregnancy and to discover and validate key protein biomarkers found in blood that are highly accurate predictors of dynamic changes that occur during pregnancy. By incorporating our proprietary technology platform into our rigorous data-driven development process, we have created a differentiated approach for effectively addressing major conditions of pregnancy. We envision that our comprehensive approach will enable us to fully characterize one of the most important periods in the lives of women and children, and will help to improve their well-being. Our goal is to develop and commercialize tests that inform important decisions during all pregnancies. We also believe that the work we perform in pregnancy can ultimately be leveraged more broadly to address other areas in medicine and healthcare. Our first commercial product, the PreTRM test, is the only broadly validated, commercially available blood-based biomarker test to accurately predict the risk of a premature delivery, also known as preterm birth. The PreTRM test is a non-invasive blood test given to a pregnant woman, carrying a single fetus, during weeks 19 or 20 of gestation that provides an accurate prediction of the expectant mother s risk of delivering spontaneously before 37 weeks gestation. Our commercialization strategy includes conducting clinical trials to demonstrate the health and economic benefits of early and accurate detection of preterm birth risk coupled with well-recognized interventions in higher risk patients. Anthem, Inc., or Anthem, whose health plans cover more than 10% of U.S. pregnancies annually, will make our PreTRM test available to eligible pregnant members as part of this multi-year contract. Anthem is the nation s second largest health insurer with greater than 43 million members nationwide. Through this collaboration, a significant number of physicians and patients in the U.S. gain access to early and accurate predictions of preterm birth to enable more informed decision-making during pregnancy. Sera believes that its commercial collaboration with Anthem further validates the clinical and economic value of its PreTRM test and significantly de-risks initial commercialization. Sera further expects this provides a pathway for broader market adoption through subsequent coverage decisions by other major payers. We are actively discovering and developing several additional biomarker tests to predict other major conditions of pregnancy, such as preeclampsia and gestational diabetes, among others, that have the potential to offer significant health benefits to women and their babies. There are approximately 140 million births globally each year. Of these, it is estimated that as many as 25% are affected by various complications, including: preterm birth, preeclampsia, fetal growth restriction, stillbirth, hypertension of pregnancy, gestational diabetes and others. In the United States, there are approximately 3.8 million births annually, and over 10% of those pregnancies result in preterm births with profound short- and long-term health consequences to the mother and baby. These health consequences are estimated to lead to associated costs of approximately $25 billion annually in the United States. Traditional methods to detect prematurity risk in time for proactive management have been limited and fail to identify the vast majority of women who will deliver prematurely. We believe our actionable blood-based biomarker test for prematurity risk can enable patients, physicians and payers to more proactively manage and mitigate the complications and associated costs of prematurity. Given that pregnancy is the launch point for the TABLE OF CONTENTS future health of babies and a key determinant in the future health of mothers and babies, we believe this area is ripe for innovation and better tools to improve patient outcomes. Our Proprietary Technology Platform The complexities of the biological processes occurring during pregnancy have been a major obstacle in developing effective tests for pregnancy-related conditions. We are working to overcome this obstacle through our development of a proprietary technology platform consisting of biobanks, advanced mass spectrometry and other proteomic analytic methods and bioinformatics, which enables superior characterization of the biology of pregnancy and more accurate prediction of pregnancy outcomes, as illustrated below. Our Proprietary Technology Platform An analysis of protein pathways and expression at various points during pregnancy reveals the constantly evolving and dynamic changes affecting both the mother and the fetus. Earlier detection of changes in protein expression indicating the emergence of adverse pregnancy outcomes can enable proactive management of those conditions. A fundamental component of our platform is our proprietary and continually growing biobank consisting of comprehensive, clinically and demographically annotated blood samples collected from more than 10,500 pregnant U.S. women, representing broad demographic and geographic diversity inherent in the U.S. population. This differentiated resource enables us to develop and broadly validate our predictors. Further biobank diversity is also provided through our scientific collaborations with leading maternal fetal medicine experts around the globe, enabling us to analyze specimens collected from patients in the United States, Europe, Asia and Africa. In strict adherence to the authoritative National Academy of Medicine, or NAM, guidelines, we apply our innovative mass spectrometry and other proteomic analytical methods and our protein information network knowledge to probe biobank samples for meaningful protein expression changes. We then subject the data to detailed bioinformatics analysis and use advanced tools, such as machine learning and artificial intelligence, to find relationships between various proteins and to discover important predictors. Our Discovery, Development, and Commercialization Approach Our product discovery and development approach is based on rigorous science and health-based economic analyses as we discover, develop and commercialize biomarker tests designed to transform pregnancy-related care for patients, doctors and payers. We have initially applied our platform and capabilities to address the problem of preterm birth, given its profound health and economic impacts worldwide. In the future, we may use this technology to develop products for a number of health conditions other than premature births. We use the following multifaceted approach in our research, development and commercialization efforts: TABLE OF CONTENTS Significant Unmet Need. We select specific conditions of pregnancy that are clinically meaningful and economically important and with significant unmet needs that lack effective solutions. Proteomic and Bioinformatics Platform. We utilize our platform to understand the biology underlying selected pregnancy-related conditions in order to discover, verify and broadly validate high-performing predictive biomarker tests. Demonstrate Health and Economic Impact of Our Test and Treat Strategy. We believe a critical element of our success will be to demonstrate the beneficial health and economic impacts of using the information provided by our biomarker tests. Payer-Centric Reimbursement Coverage. We have adopted what we believe is an innovative payer-centric approach for early commercialization of our biomarker tests, by seeking to leverage the health and economic benefits conferred by our biomarker approach to gain early reimbursement coverage from major health insurance payers. Broader Market Adoption. We are capitalizing on our innovative payer-centric reimbursement strategy to facilitate obtaining widespread commercial coverage of our biomarker tests from other healthcare payers. Our Pipeline We are developing a robust pipeline of novel blood-based biomarker tests for a number of major pregnancy related conditions beyond preterm birth by leveraging the biological insights provided by our proprietary technology platform. Our product candidates are designed to accurately predict and enable better management of a range of serious pregnancy-related conditions. We believe these product candidates, if successfully developed, have the potential to address significant unmet needs by providing more accurate detection of these pregnancy-related conditions and providing patients and physicians with earlier opportunities for interventional treatment. We retain worldwide development and commercialization rights to all of our product candidates. Our biomarker pregnancy pipeline consists of the following: The PreTRM Test Our Solution for Preterm Birth Our first product, the PreTRM test, is the only broadly validated, commercially available blood-based biomarker test to accurately predict the risk of spontaneous preterm birth. Preterm birth, which occurs in approximately 15 million deliveries annually around the world, is defined as any birth before 37 weeks gestation and is a leading cause of illness and death in newborns. The 2020 March of Dimes Report Card TABLE OF CONTENTS shows that of the approximately 3.8 million babies born annually in the United States, more than one in 10 is born prematurely. Preterm births result in approximately $25 billion in economic costs in the United States per year, largely as a result of profound short- and long-term health consequences to the mother and baby. Major long-term medical complications associated with preterm birth include learning disabilities, cerebral palsy, chronic respiratory illness, intellectual disability, seizures and vision and hearing loss. These complications can generate significant costs throughout the lives of affected children. The PreTRM test is a non-invasive blood test given to a pregnant woman during week 19 or 20 of gestation. The PreTRM test provides an accurate prediction of the expectant mother s individualized risk, expressed as a percentage, of delivering spontaneously before 37 weeks gestation, as well as her relative risk compared to the average population risk. The great majority of single fetus, or singleton, preterm births are spontaneous, where the mother goes into labor and delivers without any apparent known pathology. The protein biomarkers of preterm birth utilized in our PreTRM test have been extensively validated in multiple maternal fetal medicine centers located in the United States, Europe, Asia and Africa. In addition, we continue to build on our existing data to further demonstrate the clinical and economic benefits of intervening based on PreTRM test results. We believe our comprehensive approach to build evidence for our PreTRM test addresses key elements payers require in order to reimburse testing, including: analytical validation of the testing platform, or measurement validity; clinical validation, or test validity; clinical utility of using validated predictions, or positive health benefit; and economic utility, or cost effectiveness and healthcare savings. Underscoring the benefits of the PreTRM test and treat strategy, evidence of the clinical and economic utility of the PreTRM test administered mid-pregnancy has been published by respected independent health economists in a leading maternal fetal medicine journal. The strength of the data from our studies of the PreTRM test has enabled us to pursue an innovative and accelerated approach to commercialization. We have secured PreTRM test reimbursement through a major strategic payer, Anthem, representing an important step in achieving initial payer acceptance of our rigorous approach to prematurity, which we believe will help the PreTRM test obtain broader insurance coverage adoption. We believe that this collaboration significantly de-risks initial commercialization of the PreTRM test, as it provides reimbursement from a major payer covering more than 10% of U.S. pregnancies annually and provides a pathway for broader market adoption through subsequent coverage decisions by other major payers. The collaboration also enables us to generate more data to demonstrate the value of the PreTRM test and treat approach across diverse patient populations within Anthem s insurance plans. In November 2020, we were awarded a unique CPT PLA code by the AMA Editorial Board, specifically for the PreTRM test, which we believe will also help drive payment and coverage decisions for PreTRM testing. Our Team Our team brings extensive experience and expertise in building and running highly profitable molecular diagnostics companies. We are led by Gregory C. Critchfield, M.D., M.S., our Chairman, President and Chief Executive Officer, who previously served as President of Myriad Genetic Laboratories; Douglas Fisher, M.D., our Chief Business Officer; Thomas Garite, M.D., our Vice President, Clinical Sciences, a past president of the Society for Maternal Fetal Medicine; Jay Boniface, Ph.D., our Chief Scientific Officer; and Nadia Altomare, our Chief Commercial Officer, all of whom have extensive leadership experience in the pharmaceutical, device and diagnostic companies. Jay Moyes, our Chief Financial Officer, or CFO, previously served as CFO with Myriad Genetics and has extensive experience in public and private financings, licensing transactions and acquisitions. We are supported by an experienced board of directors and clinical and scientific advisors that are leaders in the fields of maternal fetal medicine, bioinformatics, clinical trials and science-based businesses. TABLE OF CONTENTS Our Strengths We attribute our success and future growth prospects to the following: Our differentiated approach to understanding and addressing major conditions of pregnancy. We take a focused and data-driven approach based on rigorous science to understand the biology of pregnancy and the health and economic impacts of major pregnancy conditions. Our approach involves conducting controlled trials and health economic analyses to demonstrate the beneficial health and economic impacts of using the information provided by our biomarker tests. We also work with leading health economists and organizations to build rigorous models that describe how the application of our tests impacts both health and economic outcomes. Leveraging the demonstrated short- and long-term health and economic benefits of our biomarker approach, we aim to gain early reimbursement coverage from major health insurance payers by working with them to demonstrate the benefits of using our biomarker tests based upon analysis of claims data in their own plans. We intend to capitalize on our innovative payer-centric reimbursement strategy to facilitate obtaining widespread commercial coverage of our biomarker tests from other healthcare payers. Our proprietary and scalable proteomics and bioinformatics platform technology creates clinically meaningful and economically impactful predictions for pregnancy. We believe our proprietary proteomic and bioinformatics technology platform has the potential to enable critical advances in the management of pregnancy and its outcomes. Our platform consists of biobanks, advanced mass spectrometry and other proteomic analytic methods and bioinformatics, which enables superior characterization of the biology of pregnancy and accurate prediction of pregnancy outcomes. We believe this platform has the potential to address significant unmet medical needs in the large, underserved market for the prediction of outcomes associated with pregnancy. The PreTRM test is the only broadly validated, commercially available blood test proven to predict the risk of an individual woman to deliver prematurely. The predictive performance of the PreTRM biomarkers has been extensively validated in diverse populations and geographies and enables earlier proactive care addressing higher preterm birth risk that occurs among the 3.8 million annual singleton pregnancies in the United States. We believe that based on our growing body of evidence regarding the clinical and economic benefits of the PreTRM test and our innovative collaboration with Anthem, as greater payer and physician adoption occurs throughout the United States, the PreTRM test has the potential to become an important standard of care for preterm birth. Innovative and strategic partnership with Anthem. We have secured early PreTRM test reimbursement through our strategic collaboration with Anthem, which represents an important step in achieving initial payer acceptance of our rigorous approach to prematurity and which we believe will help foster broader insurance coverage adoption. We launched this commercialization process in the first half of 2021, and from which we envision substantial penetration of Anthem s network over the next few years. We believe this collaboration significantly de-risks initial commercialization of our PreTRM test, as it demonstrates reimbursement from a major payer covering more than 10% of U.S. pregnancies annually and provides a pathway for broader market adoption through subsequent coverage decisions by other major payers. Broad pipeline covering additional significant conditions of pregnancy. We are also developing a novel pipeline of blood-based biomarker tests for a number of major pregnancy-related conditions beyond preterm birth by leveraging the biological insights provided by our proprietary technology platform. We believe these product candidates, if successfully developed, have the potential to address significant unmet needs by providing more accurate detection of these pregnancy-related conditions and affording patients and physicians earlier opportunities for interventional treatment. We retain worldwide development and commercialization rights to all of our product candidates. Deeply experienced team in biotechnology and molecular diagnostics test development and commercialization. Our executive team has decades of experience in building and commercializing molecular diagnostics tests. We have worked to build a first-class scientific organization capable of harnessing and translating our platform technologies into innovative predictive solutions as we strive to deliver pivotal and actionable information to pregnant women, their physicians and TABLE OF CONTENTS payers to improve the health of patients as well as the economics of healthcare delivery. Our experienced discovery and development team performs rigorous bioinformatics analyses and strictly adheres to the authoritative guidelines published by the NAM on how to reliably develop and validate omics predictions made on complex biological data sets. Adhering to these guidelines, in the case of predicting preterm birth, we have been able to document generalizable biomarker predictive performance across independent cohorts of patients from the United States, Europe, Asia and Africa. Reflective of the scientific rigor of our efforts, our scientists have published best practice recommendations for the analysis of preterm delivery data. We believe this will improve the quality of statistical analysis of research data related to proteomic test development, enabling the broad community of statisticians, researchers, clinicians and regulators to better validate predictions prior to their clinical use. Our Strategy Our vision is to deliver pivotal and actionable information to pregnant women, their physicians and healthcare payers to significantly improve maternal and neonatal health and to dramatically reduce healthcare costs. Our goal as The Pregnancy Company is to discover, develop and commercialize clinically meaningful and economically impactful biomarker tests designed to improve pregnancy outcomes. We believe it is critical to innovate products that will be viewed as cost-effective by payers in order to receive reimbursement for our tests. We aim to accomplish our vision by implementing the following strategies: Accelerate the commercialization of the PreTRM test through our innovative strategic partnership with Anthem. Expand coverage of the PreTRM test to additional payers to maximize the commercial opportunity. Apply our platform capabilities to broaden our pipeline and develop novel and high-performing biomarker tests for pregnancy-related conditions and potentially other health conditions. Continually enhance the value and capabilities of our proprietary technology platform through ongoing expansion and integration of our biobank and our proteomics and bioinformatics databases. Rapidly build a dedicated women s health commercial infrastructure. Evaluate strategic partnerships to maximize the value of our product offerings.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/SKILW_skillsoft_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/SKILW_skillsoft_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/SKILW_skillsoft_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/SKLZ_skillz-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/SKLZ_skillz-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8d864e052daf244b9e0e4d9132a2ef6c38e4031d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/SKLZ_skillz-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+SUMMARY OF THE PROSPECTUS 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/SMRT_smartrent_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/SMRT_smartrent_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8d864e052daf244b9e0e4d9132a2ef6c38e4031d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/SMRT_smartrent_prospectus_summary.txt
@@ -0,0 +1 @@
+SUMMARY OF THE PROSPECTUS 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/SNCY_sun_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/SNCY_sun_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/SNCY_sun_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/STEC_santech_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/STEC_santech_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/STEC_santech_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/STEM_stem-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/STEM_stem-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..414e468d20f987f0e3602f3322ad888446716000
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/STEM_stem-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights selected information appearing elsewhere in this prospectus or the documents incorporated by reference herein. Because it is a summary, it may not contain all of the information that may be important to you. To understand this offering fully, you should read this entire prospectus, the registration statement of which this prospectus is a part and the documents incorporated by reference herein carefully, including the information set forth under the heading Risk Factors and our financial statements.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/SVBL_silver_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/SVBL_silver_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/SVBL_silver_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/S_sentinelon_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/S_sentinelon_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/S_sentinelon_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/TASK_taskus-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/TASK_taskus-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..46ebd1a276b06b9c5f70aca21eed122fbe6e138d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/TASK_taskus-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in shares of our Class A common stock. You should read this entire prospectus carefully, including the section entitled Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and the related notes thereto included elsewhere in this prospectus, before you decide to invest in shares of our Class A common stock. Unless otherwise indicated, references to our common stock include our Class A common stock and Class B common stock. Overview Technology is changing the world, and this transformation is being led by the Digital Economy, an expanding set of modern companies using a combination of internet, cloud and mobile infrastructure to deliver economic value to consumers. These companies are responsible for revolutionizing many aspects of our daily lives, including the ways in which we socialize, shop, dine, date, travel and invest. The impact of the Digital Economy has also radically altered the market landscape. As of December 31, 2020, technology companies represented 66% of the total market capitalization of the world s twenty most highly valued public companies, up from just 16% in 2010. In the global private markets, as of December 2020, there were more than 580 companies with greater than a $1 billion valuation ( unicorns ), including more than 30 with greater than a $10 billion valuation ( decacorns ), as compared to 80 unicorns and eight decacorns as of January 2015. These high growth companies are focused on developing new products or services and often lack the desire, expertise, scale and/or geographic presence to build the operational infrastructure to support their growth. We are the outsourcing partner of choice for many of the most disruptive brands in the world. We help support the growth of our innovative clients by providing technology-enabled outsourcing solutions purpose-built for the Digital Economy. TaskUs presents a diversified opportunity to participate in the growth of the Digital Economy and has a strong track record of profitability. We are a digital outsourcer, focused on serving high-growth technology companies to represent, protect and grow their brands. We serve our clients to support their end customers urgent needs, navigate an increasingly-complex compliance landscape, and handle sensitive tasks, including online content moderation. As of December 31, 2020, we had over 100 clients spanning numerous industry segments within the Digital Economy, including social media, e-commerce, gaming, streaming media, food delivery and ride sharing, HiTech, FinTech and HealthTech. Between 2019 and 2023, the verticals we prioritize are projected to grow at a compound annual growth rate ( CAGR ) of 18%. As our clients grow, we are the beneficiary of increased outsourcing volumes and incremental revenue as we enable our clients to focus on their core businesses. Between 2017 and 2020, our current clients with publicly disclosed financials grew their revenue at an estimated unweighted average CAGR of 40%. Over the same period, TaskUs achieved a revenue CAGR of 60% as we grew with our existing clients and added new clients. Our global, omni-channel delivery model is focused on providing our clients three key services Digital Customer Experience, Content Security and AI Operations. 96% of our revenue in 2020 was delivered from non-voice, digital channels or omni-channel services. Non-voice channels allow us to utilize resources efficiently, thereby driving higher profitability. Table of Contents The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated October 18, 2021 Preliminary Prospectus 10,000,000 Shares TaskUs, Inc. Class A Common Stock The selling stockholders identified in this prospectus are offering 10,000,000 shares of Class A common stock of TaskUs, Inc. We will not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders. Our Class A common stock is listed on the Nasdaq Global Select Market ( Nasdaq ) under the symbol TASK. On October 15, 2021, the closing sales price of our Class A common stock as reported on Nasdaq was $64.76 per share. We have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, transfer and conversion rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible at any time into one share of Class A common stock. Each share of our Class B common stock will convert automatically upon certain transfers and upon the earlier of (i) June 10, 2028 (seven years from the filing and effectiveness of our second amended and restated certificate of incorporation in connection with our initial public offering) and (ii) (x) with respect to our Sponsor (as defined herein), the first date on which the aggregate number of shares of our Class B common stock held by our Sponsor ceases to represent at least 5% of the aggregate number of our outstanding shares of common stock and (y) with respect to each Co-Founder (as defined herein), the first date on which the aggregate number of shares of our Class B common stock held by such Co-Founder ceases to represent at least 5% of the aggregate number of our outstanding shares of common stock. After the completion of this offering, Bryce Maddock and Jaspar Weir, the co-founders of TaskUs, Inc., and affiliates of Blackstone Inc. will continue to hold all of our issued and outstanding Class B common stock and to own a majority of the voting power of shares eligible to vote in the election of our directors. As a result, we will continue to be a controlled company within the meaning of the corporate governance standards of Nasdaq. See Management Controlled Company Exception and Principal and Selling Stockholders. Following this offering, outstanding shares of Class B common stock will represent approximately 96.6% of the voting power of our outstanding capital stock immediately following this offering (or 96.4% if the underwriters exercise their option to purchase additional shares in full). We are an emerging growth company as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. See Summary Implications of Being an Emerging Growth Company. Investing in shares of our Class A common stock involves risks. See Risk Factors beginning on page 28 to read about factors you should consider before buying shares of our Class A common stock. Per Share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to the selling stockholders $ $ (1) See Underwriting for additional information regarding underwriting compensation. To the extent that the underwriters sell more than 10,000,000 shares of our Class A common stock, the underwriters have the option to purchase up to an additional 1,500,000 shares of our Class A common stock from the selling stockholders at the public offering price less the underwriting discounts and commissions, within 30 days from the date of this prospectus. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of our Class A common stock against payment in New York, New York on or about , 2021. Goldman Sachs & Co. LLC J.P. Morgan The date of this prospectus is , 2021. Table of Contents About This Prospectus Financial Statement Presentation This prospectus includes certain historical consolidated financial and other data for TaskUs, Inc. (formerly known as TU TopCo, Inc.), a Delaware corporation. TaskUs, Inc. was formed by investment funds affiliated with Blackstone Inc. as a vehicle for the acquisition of TaskUs Holdings, Inc. (formerly known as TaskUs, Inc.), a Delaware corporation, on October 1, 2018 (the Blackstone Acquisition ). Prior to the Blackstone Acquisition, TaskUs, Inc. had no operations and TaskUs Holdings, Inc. is the predecessor for financial reporting purposes. As a result of the Blackstone Acquisition, we applied the acquisition method of accounting and established a new basis of accounting. Accordingly, historical predecessor information presented in this prospectus does not reflect the impact of the Blackstone Acquisition and may not be comparable with historical successor information presented in this prospectus or necessarily reflect what will occur in the future. The combination of historical predecessor information from January 1, 2018 through September 30, 2018 with historical successor information from October 1, 2018 through December 31, 2018 is referred to as Full Year 2018. Certain Definitions As used in this prospectus, unless otherwise noted or the context requires otherwise: TaskUs, the Company, we, us and our refer (i) with respect to events occurring or periods ending before October 1, 2018, to the Predecessor, and (ii) with respect to events occurring or periods ending on or after October 1, 2018, to the Successor. Successor refers to TaskUs, Inc. (formerly known as TU TopCo, Inc.) and its consolidated subsidiaries. TaskUs Holdings and Predecessor refer to TaskUs Holdings, Inc. (formerly known as TaskUs, Inc.) and its consolidated subsidiaries. Blackstone or our Sponsor refers to investment funds associated with Blackstone Inc. Client Net Promoter Score or cNPS refers to a percentage, expressed as a numerical value from -100 to 100, to gauge client satisfaction based on our internal client satisfaction survey, using the question How likely are you to recommend TaskUs to a friend or a colleague? on a 0 to 10 scale. Responses of nine or ten are considered promoters and responses of six or less are considered detractors. The percentage of respondents who are detractors is subtracted from the percentage of respondents who are promoters, and the resulting percentage is the Client Net Promoter Score. cNPS for a given period reflects all client satisfaction survey responses received during that period. TaskUs runs its cNPS survey approximately every six months. Co-Founders refers to our co-founders: Bryce Maddock, our Chief Executive Officer and a member of our board of directors; and Jaspar Weir, our President and a member of our board of directors. Employee Net Promoter Score or eNPS refers to a percentage, expressed as a numerical value from -100 to 100, to gauge employee satisfaction based on our internal employee satisfaction survey, using the question How likely are you to recommend TaskUs to a friend or colleague? on a 0 to 10 scale. Responses of nine or ten are considered promoters and responses of six or less are considered detractors. The percentage of respondents who are detractors is subtracted from the percentage of respondents who are promoters, and the resulting percentage is the Employee Net Promoter Score. eNPS for a given period reflects all employee satisfaction survey responses received during that period. TaskUs runs its eNPS survey approximately every three months. Fill rate refers to the rate at which we hire full-time employees for posted open positions for a campaign during a given year and is calculated as a quotient of hired headcount divided by required headcount. Table of Contents Our differentiated set of digitally focused service offerings are leveraged by many of the world s most recognizable technology brands, including Zoom, Netflix, Uber, Coinbase and Oscar. Our Digital Customer Experience offerings serve the needs of the modern consumer, whose habits have drastically changed in the past decade and revolve around the smartphone. Whether it s an app being used to deliver food instantly, securely buy and sell stocks or stream their favorite shows, it is easy to forget that these pocket luxuries were nascent or nonexistent ten years ago. Each of these are examples of emerging industries that have become strategic growth drivers for TaskUs. In particular, Zoom, Netflix, Uber, Coinbase and Oscar are representative clients in HiTech, streaming media, food delivery and ride sharing, FinTech and HealthTech verticals, respectively, each of which turned to us when it faced logistical challenges during its rapid growth cycle and none of which represented more than 6% of our revenue in 2019 and 2020. With the explosive growth of user-generated content and social media, issues of censorship, community moderation and foreign interference in democratic election processes have become some of the most important socio-political issues of our time. Our Content Security offerings include content monitoring and moderation services ( Content Security ), the need for which is increasingly critical to protect the sanctity of the open internet. Our artificial intelligence ( AI ) Operations offerings include providing high quality, human-annotated data sets and algorithm training services to our clients as they navigate significant increases in the prevalence of disruptive AI technology. We have a track record of using thesis-led prospecting strategies to identify attractive and emerging industry segments in their infancy, win marquee clients and establish thought leadership and operating best practices. Our early-mover position and the willingness of our clients to serve as references have had a snowball effect in winning additional new clients, which continues to reinforce our market leadership. Our agile and responsive operational model allows us to selectively target high-potential clients who have never outsourced before. Since 2017, over 50 of our clients trusted TaskUs to be their first outsourcer in our areas of service, driven by their understanding that we have the rare ability to support clients on their journey from startup to global enterprise. Our delivery model is tailored to meet the needs of high-growth companies. Our cloud-based technology infrastructure is designed to enable clients to set up operations quickly and seamlessly and allows clients to outsource many of their core processes at earlier stages of their company lifecycle. We prioritize data science and process automation to achieve technology-driven efficiency gains. We continually analyze massive amounts of data obtained from customer interactions we manage for our clients. We leverage these insights and end customer-driven feedback to drive workflow efficiencies, deliver insights on predictive behaviors that lead to lower customer churn and help our clients innovate their core product offerings and develop new product features. At TaskUs, culture is at the heart of everything we do. Our Co-Founders, who started TaskUs thirteen years ago and still lead us today, believe that serving frontline employees helps us better serve our clients. As we have expanded across the globe, we strive to champion our Co-Founders vision of operational excellence through an employee-centric culture at every site. Table of Contents 72% Adj. EBITDA CAGR (2017-2020)* For reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure please see Selected Historical Consolidated Financial Data . 4.7 Glassdoor Score (as of June 2021) 72 Total Clients >$500,000 (2020) Outsourcing reimagined for the innovation age. $478mm 2020 Revenue 125% 60% Average Net Revenue Retention Rate (2018-2020) Revenue CAGR (2017-2020) $35mm 2020 Net Income * Table of Contents Headcount refers to TaskUs employees as of the end of a given measurement period. Implementation Net Promoter Score or iNPS refers to a percentage, expressed as a numerical value from -100 to 100, to gauge client satisfaction with an implementation project performed by TaskUs using the question How likely are you to recommend your implementation experience with your TaskUs Project Manager to a friend or colleague? on a 0 to 10 scale. Responses of nine or ten are considered promoters and responses of six or less are considered detractors. The percentage of respondents who are detractors is subtracted from the percentage of respondents who are promoters, and the resulting percentage is the Implementation Net Promoter Score. iNPS for a given period reflects all implementation satisfaction survey responses received during that period. TaskUs runs its iNPS survey at the completion of each implementation project and summarizes survey results periodically. Initial public offering or IPO refers to our June 2021 initial public offering. Internal referral rate for a given period refers to the percentage of the number of employees hired during that period who were sourced from referrals by existing employees. Net revenue retention rate for a given fiscal year is calculated using a measurement period consisting of the two consecutive fiscal years ending with and including the most recent applicable fiscal year. Next, we define our base cohort as the population of clients that were using our services during the entire 12-month period of the first year of the measurement period. Net revenue retention rate is calculated as the quotient obtained by dividing (a) the revenue generated by the base cohort in the second year of measurement by (b) the revenue generated by the base cohort in the first year of measurement. New client win refers to a new business opportunity awarded from a company that was not an existing client. When referencing the number of new client wins in a given year, it refers to companies with which TaskUs did not have a business relationship in the prior year. Pre-IPO owners refers collectively to Blackstone, the Co-Founders and the management and other equity holders who were the owners of TaskUs immediately prior to the consummation of our IPO. Recurring revenue contract refers to contracts we have entered into with our clients for our services and solutions for which revenue is recognized over time and under which revenue is expected to continue into the future. A typical recurring revenue contract has a term of one to two years and has an automatic renewal provision. Win rate refers to the percentage of new business opportunities that we were awarded out of all opportunities closed in the period for which we submitted a proposal during the same period. We calculate win rate for a given period as the quotient of the total estimated annual revenue value for our services and solutions under our client contracts, estimated as of the date of each client contract (excluding any estimated project-based revenue value and any estimated revenue value during the implementation period for such client contract) for all opportunities closed as won divided by the total estimated annual revenue value for our services and solutions under our client contracts, estimated as of the date of each client contract (excluding any estimated project-based revenue value and any estimated revenue value during the implementation period for such client contract) for all opportunities closed as either won or lost, in each case during that period. Excluded from this calculation are all opportunities closed as disqualified because they never reached the proposal stage. Unless indicated otherwise, the information included in this prospectus assumes no exercise by the underwriters of their option to purchase up to an additional 1,500,000 shares of Class A common stock from the selling stockholders. Table of Contents As of June 30, 2021, we had approximately 31,500 employees across twenty locations in eight countries. In 2020, our employee net promoter score ( eNPS ) was 72, and 79% of our employees who participated rated us 9 or 10 on a scale of 10. Glassdoor ranked us number 40 on their 2019 Best Places to Work list among U.S. employers with at least 1,000 employees, and we held a rating of 4.7 out of 5.0 as of June 2021. Many of the companies operating in the Digital Economy are well-known for their obsession with creating a world-class employee experience. We believe clients choose TaskUs in part because they view our company culture as aligned with their own, which enables us to act as a natural extension of their brands and gives us an advantage in the recruitment of highly engaged frontline teammates who produce better results. We use eNPS and client net promoter scores ( cNPS ) to measure the satisfaction each group has with TaskUs. Our 2020 full year cNPS was 75. We believe both our eNPS and cNPS metrics to be industry-leading. Recurring revenue model with a track record of high growth and profitability at scale. * 2018 refers to Full Year 2018 We believe that we have delivered industry-leading growth and profitability. In 2020, over 99% of our revenues came from recurring revenue contracts, and we achieved a net revenue retention rate of 117% in 2020. In 2020 and for the six-month period ended June 30, 2021, we delivered revenue of $478.0 million and $332.9 million, respectively, net income (loss) of $34.5 million and $(89.4) million, respectively, at a net income (loss) margin of 7.2% and (26.9)%, respectively, Adjusted Net Income of $69.4 million and $59.6 million, respectively, at an Adjusted Net Income Margin of 14.5% and 17.9%, respectively, and Adjusted EBITDA of $106.9 million and $83.7 million, respectively, at an Adjusted EBITDA Margin of 22.4% and 25.1%, respectively. From 2017 to 2020, our revenue grew organically at a 60% CAGR, our net income grew at a 56% CAGR, and our Adjusted EBITDA grew at a 72% CAGR. For reconciliations of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income Margin to the most directly comparable measures calculated in accordance with generally accepted accounting principles in the United States ( GAAP ), information about why we consider such measures useful and a discussion of the material risks and limitations of these measures, please see Selected Historical Consolidated Financial Data and Management s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures. Table of Contents Our people are the difference Table of Contents Market Opportunity The aggregate size of our market opportunity is over $100 billion, and consists of the following service offerings: Digital Customer Experience: IDC estimates that global customer care outsourcing services spend was $77 billion in 2020. We focus on the fast growing digitally enabled consumer brands and traditional players catering to their customers in multiple channels. According to Everest Group, the digital customer experience market is projected to grow at a 20-25% CAGR from 2018 to 2021 and will continue to drive overall industry growth. Content Security: According to Domo, every minute, Facebook users upload 147,000 photos, Instagram users post 347,222 stories and YouTube users upload 500 hours of video. JC Market Research estimates that the content moderation solutions market was $5.8 billion in 2021. Further, Everest Group estimates that the market will grow at a CAGR of 40-50% from 2016 to 2021. Artificial Intelligence (AI) Operations: The development of Artificial Intelligence technology often requires massive amounts of data that has been annotated by human experts and must be refined through ongoing manual training. These factors have significantly contributed to the growth of the AI services market served by our AI Operations service offering, which includes data labelling and algorithm training. IDC predicts that the worldwide AI services market will grow from $19.4 billion in 2020 to $50.5 billion in 2025 at a CAGR of 21% over the five-year period. Sources: Everest Group (Digital CX and Content Security); IDC, Worldwide Artificial Intelligence Services Forecast, 5 year CAGR from 2020-2025 , August 2021 (AI Services). Our strategy is to target the intersection of these high growth service offerings across attractive vertical markets in the Digital Economy. According to the U.S. Bureau of Economic Analysis, the Digital Economy accounted for 10% of U.S. gross domestic product in 2019, or $2.1 trillion, and grew at four times the rate of overall U.S. economic growth from 2005 to 2019. Table of Contents * 20* ~ 31,500 * #40 Geographic Footprint USA 3 Sites COLOMBIA 1 Site IRELAND 1 Site GREECE 1 Site INDIA 3 Site TAIWAN 1 Site PHILIPPINES 9 Sites MEXICO 1 Site Locations 8 Employees Worldwide Countries Glassdoor s 2019 Best Places to Work * As of June 2021 As of December 31, 2020 100+ Clients of the world s leading technology companies Table of Contents The vertical markets we prioritize are projected to grow at an unweighted average CAGR of 18% from 2019 to 2023: Sources: The Business Research Company; TechSci Research; Technavio; Allied Market Research; and eMarketer. Key Industry Trends As technology and the internet have fundamentally transformed the way consumers seek to engage with their favorite brands, a number of trends have emerged that benefit our clients and increase their demand for our solutions, including: Rapid growth in the Digital Economy: New and emerging digital trends such as the Internet of Things ( IoT ), cloud computing, mobile web services and AI are radically changing the business ecosystem and creating new opportunities for economic growth. Their success is evidenced by the rise in the volume of technology initial public offerings along with venture capital and private equity investments over the past 10 years. Technology companies are outsourcing at an accelerating pace: As technology companies scale, they must dedicate resources across product development and operations. However, they often lack the physical capacity or desire to develop operational infrastructure internally as they focus on growing their core offerings. As a result, we believe technology companies are increasingly willing to outsource at earlier stages of their lifecycles and are driving outsized growth within the overall outsourcing industry. COVID-19 accelerating outsourcing spend: As businesses are forced to learn how to work remotely, we believe it is becoming less important where employees are physically located or whether they are employed directly or by an outsourced partner. According to a recent survey by a third-party outsourcing company of more than 200 business leaders and decision-makers, 52% of respondents with 1,000 to 10,000 employees and 61% of respondents with 10,000 to 50,000 employees planned to outsource for the first time or increase the use of outsourcing in 2021. Table of Contents Alignment of vendor company culture: We believe that vendor company culture is the number one selection criteria when digital economy companies evaluate outsourcing vendors. Companies understand that consumers increasingly want to feel a personal connection to the brands they interact with. This trend accelerates the need for next-generation outsourcers to act as extensions of their clients brands so that end customers receive the personal experiences they desire. Customer experience is a critical retention and growth lever, rather than a cost center: According to a PricewaterhouseCoopers study on customer experience, 59% of Americans will walk away from a brand they love after several bad experiences and 17% after just one bad experience. This direct impact of negative experiences on brand affinity coupled with relatively high customer acquisition costs for new economy companies, underscores the importance of active customer retention efforts. Significant increase in user and advertiser generated content and the need for content moderation: According to Technavio, there were nearly four billion social media users worldwide as of 2020, leading to unprecedented amounts of user generated content. As a result, social media platforms have attracted billions of advertising dollars from a significant number of advertisers. There are regulatory and reputational risks, as well as billions of dollars of revenue streams at stake, for these platforms if sensitive content is not properly moderated. Advancement of AI technologies requires large sets of annotated data: AI use cases are growing quickly and the success of AI companies will be determined in large part by the accuracy of their algorithms, which are inextricably linked to the quality of underlying data sets which must be manually annotated by trained experts. We believe that as AI continues to grow, so too will outsourcing opportunities. Competitive Strengths We have distinguished ourselves as a leader in next-generation technology-enabled outsourced services by leveraging several competitive strengths, including: High Growth Technology Is Not a Segment of Our Business, It Is Our Business: We view technology as a macro trend that transcends all industries, whereas we believe most of our competitors view technology as one of their many client verticals. We have been able to develop deep expertise across several sub-verticals that comprise this high growth market, including food delivery, e-commerce, FinTech and social media. We facilitate millions of interactions between our clients and their respective end customers on a daily basis. We leverage insights from this constant flow of activity to better understand the particular challenges and trends in each niche market, which enables us to drive best practices across our client base. We believe each additional satisfied client enhances our brand s reputation as the top provider of outsourced services for high growth technology companies. Table of Contents The following chart shows our percentage of clients by vertical, as of December 31, 2020: Digitally Native: Being a 12-year-old outsourcer means we were born on the web and grew up in the cloud, allowing us to enter the market without investing in legacy infrastructure. We are adept at executing work in digital channels such as chat, native in-app messaging, short message service ( SMS ), and social channels. 96% of our revenue in 2020 was delivered from non-voice, digital channels or omni-channel services, and our technology infrastructure is cloud-based. Agility and Responsiveness at Scale: We know how to get the job done quickly. We move swiftly and we think differently. From the pre-contract engagement of our Project Management Organization to our decentralized Site CEO Model, we are purpose built for speed to support our clients ever-changing needs. We believe these characteristics provide a differentiated ability to thrive in high growth and large-scale environments. We reacted to the novel coronavirus ( COVID-19 ) pandemic swiftly, enabling over 90% of our workforce to work-from-home soon after the commencement of lockdowns. Leadership in Content Security: The growth of social media platforms and the need to secure the user and advertiser generated content on these platforms has led to an explosion in demand for content moderation services. As of June 30, 2021, we had approximately 5,250 front line teammates performing work in Content Security dealing with misinformation, offensive content, and critical policy issues. To care for their health and wellbeing, we have developed the TaskUs Resiliency Studio, a clinician-led and evidence-based psychological health and safety program. We couple this with advanced policy management expertise and an agile product development team focused on tools and innovation. We believe our revenue CAGR of 157% in this service offering from 2017 to 2020 is evidence that our clients view this offering as critical and differentiated. Employer of Choice: Our culture has been recognized internationally, with accolades such as number 40 on Glassdoor s 2019 Best Places to Work among large U.S. employers and Platinum Employer of the Year in 2018, according to Investors in People. We believe our eNPS of 72 in 2020 is higher than any other tech-enabled service provider with over 1,000 employees. We believe this not only drives higher quality work and lower Table of Contents attrition, but also enables us to nimbly recruit additional employees to accommodate growth. For example in 2020, 38% of our new hires came from internal referrals, helping us achieve a 101% fill rate. Founder-Led, Organic Growth Engine: Our Co-Founders and seasoned management team have meticulously built our employer brand and the agile operating model we rely upon to deliver for high growth clients. We believe we are the only company in our sector with over $250 million in annual revenues that has grown 100% organically, leading to consistency in operations and culture which provides a strong foundation for future potential growth, organic or inorganic. This strategy has helped TaskUs deliver 60% CAGR in revenues from 2017 to 2020. Growth Strategy We intend to continue our accelerated growth trajectory through several attractive and actionable opportunities, including: Growing with our Current Clients: As of December 31, 2020, we served over 100 of the world s leading technology companies, and between 2017 and 2020, our current clients with publicly disclosed financials grew their revenue at an estimated unweighted average CAGR of 40%. As our clients revenue and scale have grown at rapid rates, so have our outsourcing volumes, revenue and service relationships. Revenue from TaskUs clients who have been with us since 2017 grew by 448% through the end of 2020, based on 29 clients who generated $500,000 or more in revenue for each of those years. In addition, our average annual net revenue retention rate between 2018 and 2020 was 125% and our cNPS score has increased from 35 in 2017 to 75 in 2020. Extending Solutions with Current Clients: We have a significant opportunity to enhance the penetration of current services as well as cross-sell new services. We aim to bolster our portfolio of highly complementary service capabilities by integrating consultative expertise, process automation, and technology that further expand our value proposition to clients. Services such as Content Security, which grew at a CAGR of 157% between 2017 and 2020, anti-money laundering, fraud prevention and data science are areas we believe are particularly attractive and highly relevant for our forward-leaning technology client base. New Client Wins: We are well positioned within multi-billion dollar commercial markets with massive addressable spend opportunities where we focus on culturally aligned, agile companies that plan to scale rapidly. We plan to take advantage of our brand position and highly effective sales team, modeled after software-as-a-service ( SaaS ) industry practices, to continue to diversify our client base and add more enterprise-class technology brands to our client list. We had a total of 36 new clients in 2020, and win rates of 56%. Our total new client win rate from 2018 to 2020 was 42%. Expanding Geographically: Global presence and multilingual capabilities are of increasing importance to our multinational clients and potential clients. The number of clients working with TaskUs in multiple geographies more than doubled from 2017 to 2020. New geographies mean new languages and/or capabilities to offer to our clients and increasing opportunities to win new business. Pursuing Opportunistic M&A: We intend to continue to evaluate M&A opportunities to expand into higher value services, add new geographies or add additional capabilities to support our teammates in delivering exceptional service. Consistent with this strategy, we regularly evaluate potential acquisition opportunities, including ones that would be significant to us. We cannot predict the timing of any contemplated transactions, and none are currently probable. Table of Contents Solutions and Services We work with disruptive technology companies in different stages of their life cycle ranging from high-growth venture capital-backed companies to innovative global public companies. The TaskUs platform is purpose-built and organized around the following three service offerings: Digital Customer Experience : Principally consists of omni-channel customer care services primarily delivered through digital (non-voice) channels. Other solutions include customer care services for new product or market launches, trust & safety solutions and customer acquisition solutions. Content Security : Principally consists of review and disposition of user and advertiser generated content for purposes which include removal or labeling of policy violating, offensive or misleading content. We are developing and enforcing Content Security policies in several areas including intellectual property, job and commerce postings, objectionable material and political advertising. Artificial Intelligence Operations : Principally consists of data labeling, annotation and transcription services performed for the purpose of training and tuning AI algorithms through the process of machine learning. For the fiscal year ended December 31, 2020, Digital Customer Experience, Content Security and Artificial Intelligence Operations represented 63%, 27% and 10%, respectively, of our total service revenue of $478.0 million for the year. For the six-month period ended June 30, 2021, Digital Customer Experience, Content Security and Artificial Intelligence Operations represented 64%, 24% and 12%, respectively, of our total service revenue of $332.9 million for the period. Digital Customer Experience Our clients in Digital Customer Experience ( Digital CX ) are predominantly online or app-based businesses transforming industries such as ride-sharing, e-commerce, food and grocery delivery, streaming media, and online digital marketplaces. Our digitally native service offerings enable us to utilize lower cost non-voice channels. We leverage chat, social, in-app support, SMS, and in-platform solutions and apply an automation first mentality to our client engagements. We execute these solutions through our team of highly-trained and dedicated omni-channel service experts. We create a deep connection between our teammates and our clients we become brand ambassadors for our clients and are deeply integrated in their workflows. Their success is our success. Our Digital Customer Experience solutions include: Omni-Channel Customer Care: Protecting and maintaining our clients brands makes up a significant portion of our Digital CX services. In 2020, 93% of our Digital CX revenues were generated from non-voice or omni-channels; even our pure voice work is supported by cloud-based infrastructure. We customize the support experience to the specific client and channel we operate within, across account management, billing and technical support. New Product or Market Launches: Our clients are often in a high-stakes race to get a new product launched or enter a new market. Through the dozens of clients we have supported in these efforts, we have designed a value-added framework of product and market launch playbooks. This gives us an edge as the go-to-partner for critical new growth initiatives. Trust & Safety: We position our most skilled teammates to perform the critical support needed to protect end users, detect and eliminate fraud, address unwanted user activity, and manage regulatory compliance. Table of Contents Customer Acquisition: TaskUs supports lead research, lead generation, appointment setting, new customer outreach and activation, retention, and advanced customer conversion from free and low cost subscription/product offerings to one of higher value and profitability. Voice of the Customer : TaskUs leverages its access to a wealth of internal and external customer experience data to provide insights and feedback on customer, process and product operations and policies. Content Security The rise of apps and social networks has led to an explosion of user-generated content and advertising. To comply with government regulations and advertiser standards, social networks maintain complex platform policies to define what constitutes acceptable and unacceptable content and advertisements. As of June 30, 2021, we had approximately 5,250 teammates who together moderated tens of millions of pieces of content each month. We are developing and enforcing Content Security policies in several areas, including intellectual property, job and commerce postings, objectionable material, and political advertising. Highlights of our Content Security service offering include: TaskUs Resiliency Studio : We view our employees who provide Content Security services as Digital First Responders. Most of the content our employees review is not offensive, but even constantly viewing misinformation or conspiracy theories can be challenging. To care for our employees well-being, we have developed the TaskUs Resiliency Studio, a clinician-led and evidence-based psychological health and safety program. Global Policy Management : Our Content Security organization partners with our clients to apply best practices to policy development and distribution, product design, quality, and training. As a result of government regulations and cultural norms, major social networks must maintain increasingly distinct content policies in different geographies. Tools and Innovation : The tools used by employees providing Content Security services have a significant impact on efficiency, accuracy and quality. We partner with our clients to customize these toolsets and have developed proprietary technology to improve our own productivity and accuracy. Artificial Intelligence Operations Intelligent applications based on Artificial Intelligence are core to the digital economy. AI applications are created by annotating datasets to train an algorithm in a process called Machine Learning. We first began supporting AI applications over a decade ago including next-generation product development efforts such as transcribing voicemail messages for visual voicemail solutions and manually scoring the sentiment of social media posts for social listening tools. Today, our services have increased in sophistication and complexity as AI applications have evolved. Our Artificial Intelligence Operations solutions include: Data Annotation: We build large sets of training data for our clients by annotating videos, photos, audio clips and text based on their policy specifications. Computer Vision: Algorithms which allow a computer to see the world require millions of labeled images. For mission critical applications such as autonomous vehicles these images often must be labeled down to a single pixel. Table of Contents Natural Language Processing: To understand the meaning of phrases, algorithms are trained with large sets of written text that has been annotated based on parts of speech, meaning and sentiment. Video Processing: Understanding videos requires the segmentation and recombination of two distinct training data sets audio and visual. The audio file must be transcribed and annotated to enable Natural Language Processing and objects in the image files must be tagged to enable Computer Vision. Sensor Processing: Refining algorithms which make decisions based on sensor data requires annotated sets of sensor data from sources such as the LiDAR systems of autonomous vehicles. Delivery and Operations TaskUs operations are designed to scale rapidly with perpetual experimentation and iteration and a devotion to data-driven decision making. Many of our clients have little to no outsourcing experience. Over 50 of our clients since 2017 turned to TaskUs to be their first outsourcer in our area of service. Given the rapid scale required to keep up with the growth of their businesses, they choose to outsource certain services. Unlike more mature buyers of outsourced services, our clients rarely deliver us a prescriptive playbook for how to run our operations. We understand their objectives and design the most efficient process to meet and exceed these goals. In our 2020 cNPS Survey, 76% of all respondents agreed or strongly agreed that their programs operational performance expectations are regularly met. To deliver to these standards we offer: Subject Matter Expertise: We have SME teams in each of our primary services Digital Customer Experience, Content Security and Artificial Intelligence Operations; Project Management Organization: Our PMO is the linchpin between sales and operations to ensure client success; Modern Service Excellence: We use real-time dashboards and KPI management to meet and exceed our clients expectations. Our process discipline has allowed us to achieve multiple certifications and compliance standards including SOC 2 Type 2, HIPAA and PCI; Agile Automation: There are often massive opportunities to improve our efficiency and quality with our own technology. Our Digital Innovation team focuses on rapid prototyping using lightweight technical solutions like browser based extensions, robotic process automation, and productivity and workflow analytics; and Data Science and Analytics: Our Business Intelligence teams apply data science to client data to drive insights back into our operations in a cycle of continuous improvement. At the core of our operations are scaled teams of employees, our TaskUs teammates. These individuals ultimately determine the quality of service we provide our clients and, as such, we are obsessive about the standard of our frontline teammates and our team leaders, the first level of management. We have organized our global operating model around individual office locations, referred to as sites. These sites are run by Vice Presidents of Operations, who act as Site CEOs. Our operations are supported by centralized shared services based in the Philippines and India. Each site has at least one leader on-site from each of our support functions, including Human Resources, Workforce Management and Information Technology. The combination of onsite leadership with scaled shared services allows us to support our Site CEO model in a cost effective manner and execute processes with the appropriate consistency globally while accounting for local nuance. Table of Contents We leverage technology to deliver coaching, training, and support services at scale. Our proprietary coaching platform, Boost, is used daily by our frontline team leaders to coach their teammates and for our entire executive team to manage weekly one-to-ones and quarterly performance appraisals. Our learning-management-system, ACE, is used to enable self-paced client specific training and certification. Our Global Knowledge Support Center, Glowstick, is an employee engagement platform used to provide self service and support ticketing for all areas of our business. Utilizing primarily offshore and near-shore markets is a central tenet of our service delivery strategy; 87% of our employees were located in these markets as of June 30, 2021. Since 96% of our revenue in 2020 was delivered from non-voice, digital channels or omni-channel services, we are particularly well positioned to leverage an off-shore / near-shore model. As of June 30, 2021, we provided our services through a network of twenty locations in eight countries and employed approximately 31,500 people worldwide. * Headcount numbers are approximate In addition to our on-site operations, we utilize an internally developed cloud-based platform, Cirrus, which enables our employees to deliver services remotely on behalf of our clients. Given the recent shift to work-from-home at TaskUs during COVID-19, we expect our Cirrus Work@Home platform to be a meaningful part of our future delivery model. Table of Contents Culture The number one reason job candidates choose one job over another is company culture Korn Ferry. We continually work on our company culture like it is a product we sell in the market, listening to our employees, similar to how we listen to our clients. We leverage this feedback to drive continuous improvement, conduct quality control to ensure global consistency, and award bonuses to our executives based on achieving their culture-related goals. Our primary culture-related goal metric is eNPS, the single most important barometer we use to measure employee engagement. Our executive team reviews the survey score and thousands of verbatim comments. We take the feedback and create specific and measurable goals we believe will impact parts of our culture. Our ability to maintain high eNPS scores enables us to drive real business impact. We believe it drives improved attendance as our teammates show up on time and excited to work. We believe happy employees deliver better results and higher retention. The voluntary attrition rate for employees who were employed by TaskUs for more than 180 days was 14.9% for the year ended December 31, 2020. In 2020, 38% of our new hires came through referrals, which we believe yields higher quality candidates at a lower cost to recruit than candidates hired through traditional channels. The culmination of our employee efforts drove our eNPS score of 72 in 2020 and 79% of respondents were promoters. The differentiated culture we have created is validated by the following metrics, each as of June 2021: Our philosophy is simple: treat people well and they will deliver a better end customer experience which leads to happy clients and a thriving business. Our Clients As of December 31, 2020, we served over 100 clients, the majority of which are disruptive technology companies in attractive, high growth industry verticals, including social media, e-commerce, gaming, streaming media, food delivery and ride sharing, HiTech, FinTech and HealthTech. We work with a broad range of clients in different stages of their lifecycle, ranging from start-up companies to well-capitalized and established public companies with scaled operations. Our top ten and twenty clients accounted for 68% and 81% of our revenue for the fiscal year ended December 31, 2020, respectively. Our largest client, Facebook, generated 32% and 35% of our revenue for the fiscal years ended December 31, 2020 and 2019, respectively. Our second largest client, DoorDash, generated 12% and 11% of our revenue for the fiscal years ended December 31, 2020 and 2019, respectively. Table of Contents Our Sponsor Blackstone (NYSE: BX) is one of the world s leading investment firms. Blackstone s asset management businesses include investment vehicles focused on real estate, private equity, public debt and equity, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. Through its different businesses, Blackstone had total assets under management of approximately $684 billion as of June 30, 2021. Our Co-Founders and our Sponsor are parties to a stockholders agreement described in Certain Relationships and Related Person Transactions Stockholders Agreement and after the completion of this offering will beneficially own approximately 96.6% of the combined voting power of our Class A common stock and Class B common stock (or 96.4% if the underwriters exercise their option to purchase additional shares in full). As a result, we are a controlled company within the meaning of the Nasdaq corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power is beneficially owned by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of our board of directors consist of independent directors, (2) that our board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee s purpose and responsibilities and (3) that our director nominations be made, or recommended to our full board of directors, by our independent directors or by a nominations committee that is comprised entirely of independent directors and that we adopt a written charter or board resolution addressing the nominations process. In the event that we cease to be a controlled company and our Class A common stock continues to be listed on Nasdaq, we will be required to comply with these provisions within the applicable transition periods. Implications of Being an Emerging Growth Company We are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies that are not emerging growth companies. These provisions include: presentation of only two years of audited financial statements and only two years of related management s discussion and analysis of financial condition and results of operations in this prospectus; reduced disclosure about our executive compensation arrangements; no non-binding stockholder advisory votes on executive compensation or golden parachute arrangements; exemption from compliance with the requirement of the Public Company Accounting Oversight Board regarding communication of critical accounting matters in the auditor s report in the financial statements; and exemption from the auditor attestation requirement in the auditing assessment over internal control over financial reporting. We may take advantage of these exemptions until December 31, 2026 or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earliest of: (1) December 31, 2026; (2) the first fiscal year after our annual gross revenues are $1.07 billion or more; (3) the Table of Contents date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (4) the date on which we are deemed to be a large accelerated filer under the Securities Exchange Act of 1934, as amended (the Exchange Act ). We have taken advantage of reduced disclosure regarding executive compensation arrangements and the presentation of certain historical financial information in this prospectus, and we may choose to take advantage of some but not all of these reduced disclosure obligations in future filings. If we do, the information that we provide stockholders may be different than you might get from other public companies in which you hold stock. The JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. Accordingly, this election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies. When a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard, unless early adoption is permitted by the standard. As a result, our financial statements may not be comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of public company effective dates.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/TBLAW_taboola_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/TBLAW_taboola_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..47e2f39ba56d3a2e13b78509ad3798601db63e6d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/TBLAW_taboola_prospectus_summary.txt
@@ -0,0 +1 @@
+SUMMARY OF THE PROSPECTUS This summary highlights selected information from this prospectus and does not contain all of the information that is important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included in this prospectus. Before making your investment decision with respect to our securities, you should carefully read this entire prospectus, including the information under Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, and the financial statements included elsewhere in this prospectus. Unless otherwise indicated or the context otherwise requires, references in this prospectus to Company , we, our, us and other similar terms refer to Taboola.com Ltd. and our consolidated subsidiaries. General Taboola is a technology company that powers recommendations across the Open Web with an artificial intelligence-based, algorithmic engine developed over the 13 years since the company s founding in 2007. Taboola partners with websites, devices, and mobile apps, collectively referred to as digital properties, to recommend editorial content and advertisements on the Open Web, outside of the closed ecosystems of the walled gardens such as Facebook, Google, and Amazon. Digital properties use Taboola s recommendation platform to achieve their business goals, such as driving new audiences to their sites and apps, or increasing engagement with existing audiences. Taboola also provides monetization opportunities to digital properties by surfacing paid recommendations by advertisers. Unlike walled gardens, Taboola is a business-to-business company with no competing consumer interests. Taboola empowers advertisers to leverage its AI-powered recommendation platform to reach targeted audiences utilizing effective, native ad-formats across digital properties. Taboola generates revenues when people click on or, in some cases, view the ads that appear within its recommendation platform. Advertisers pay Taboola for those clicks or impressions, and Taboola shares a portion of the resulting revenue with the digital properties who display those ads. On October 6, 2020, ION completed its initial public offering of ION Units, with each unit consisting of one Class A Ordinary Share and one-fifth of one ION Warrant, with each whole ION Warrant entitling the holder thereof to purchase one Class A Ordinary Share at a price of $11.50, raising total gross proceeds of approximately $258,750,000. On June 29, 2021, Merger Sub merged with and into ION, with ION continuing as the surviving company. As a result of such merger and the other transactions contemplated by the Merger Agreement, ION became a direct, wholly-owned subsidiary of Taboola. The mailing address of Taboola s principal executive office is 16 Madison Square West, 7th fl., New York, NY, 10010 and its telephone number is (212) 206-7663. Recent Developments Selected Unaudited Financial Results as of and for the Three and Six Months Ended June 30, 2021 Set forth below are our selected unaudited financial results as of and for the three and six months ended June 30, 2021 and the corresponding amounts for the three months ended June 30, 2020. We are only presenting selected unaudited financial results and we are not presenting complete financial results for the three and six months ended June 30, 2021 or 2020 because we are a foreign private issuer for SEC reporting purposes. This selected unaudited financial information included below does not present and is not required to present all of the information that would be required to be included in a Form 10-Q filed with the SEC, does not include notes, and should not be viewed as a substitute for complete interim financial statements prepared in accordance with the SEC requirements for quarterly financial reports. The selected unaudited financial results set forth below have been prepared by, and are the responsibility of, management and are based on a number of assumptions. Neither Taboola s independent auditors, nor any other independent accountants, have audited, reviewed, compiled, examined, or performed any procedures with respect to the selected unaudited financial results, nor have they expressed any opinion or any other form of assurance on such information, and assume no responsibility for, and disclaim any association with, the selected unaudited financial results. In addition, the selected unaudited financial results set forth below are not necessarily indicative of the results we may achieve in any future periods. For additional information, see Risk Factors. The following tables present selected historical consolidated financial data for our business. You should read this information in conjunction with Management s Discussion and Analysis of Financial Condition and Results of Operations, our consolidated audited financial statements and related notes and the other information included TABLE OF CONTENTS elsewhere in this registration statement. We derived the consolidated balance sheet data as of December 31, 2020 from our audited consolidated financial statements that are included elsewhere in this registration statement. Key Financial and Operating Metrics We regularly monitor a number of metrics in order to measure our current performance and project our future performance. These metrics aid us in developing and refining our growth strategies and making strategic decisions. Three Months Ended June 30, (dollars in thousands) 2021 2020 Revenues $329,072 $267,668 Gross Profit $100,245 $84,104 Net Income (loss)(1) $(61,416) $12,905 Ratio of Net income (loss) to Gross profit (61.3)% 15.3% Cash Flow from Operations $23,083 $36,834 Cash, cash equivalents and short-term deposits $585,243 $152,740 Non-GAAP Financial Data* ex-TAC Gross Profit $116,870 $98,885 Adjusted EBITDA $40,802 $34,865 Ratio of Adjusted EBITDA to ex-TAC Gross Profit 34.9% 35.3% Free Cash Flow $6,945 $33,177 (1) Includes share-based compensation expense of $78.5 million in Q2 2021 compared to $2.2 million in Q2 2020 Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020 June 30, 2021 December 31, 2020 (dollars in thousands) Unaudited Audited ASSETS CURRENT ASSETS Cash and cash equivalents $585,243 $242,811 Restricted deposits 1,061 3,664 Trade receivables 139,019 158,050 Prepaid expenses and other current assets 37,636 21,609 Total current assets 762,959 426,134 NON-CURRENT ASSETS Long-term prepaid expenses 20,923 5,289 Restricted deposits 3,367 3,300 Deferred tax assets 2,281 1,382 Right of use assets 58,385 68,058 Property and equipment, net 58,310 52,894 Intangible assets, net 2,627 3,905 Goodwill 19,206 19,206 165,099 154,034 Total assets 928,058 580,168 LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Trade payable $157,658 $189,352 Lease liability 15,287 15,746 Accrued expenses and other current liabilities 101,029 95,135 Total current liabilities 273,974 300,233 LONG TERM LIABILITIES Deferred tax liabilities 27 45 Warrant liability 54,155 Lease liability 52,564 63,044 Total long-term liabilities 106,746 63,089 TABLE OF CONTENTS June 30, 2021 December 31, 2020 (dollars in thousands) Unaudited Audited CONVERTIBLE PREFERRED SHARES Preferred A, B, B-1, B-2, C, D and E shares with no par value - Authorized: 123,389,750 shares at December 31, 2020; Issued and outstanding: 121,472,152 shares at December 31, 2020: Aggregate liquidation preference of 308,765 as of December 31, 2020. 170,206 SHAREHOLDERS' EQUITY Ordinary shares with no par value Authorized: 700,000,000 and 176,535,661 shares as of June 30, 2021 and December 31, 2020 respectively; 211,198,259 and 41,357,049 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively. Additional paid-in capital 621,664 78,137 Accumulated deficit (74,326) (31,497) Total shareholders' equity 547,338 46,640 Total liabilities, convertible preferred shares, and shareholders' equity $928,058 $580,168 Consolidated Statements of Income (Loss) for the three months and six months ended June 30, 2021 and 2020 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Unaudited Unaudited Revenues $329,072 $267,668 $632,022 $547,014 Cost of revenues: Traffic acquisition cost 212,202 168,783 409,238 379,161 Other cost of revenues 16,625 14,781 33,040 30,973 Total cost of revenues 228,827 183,564 442,278 410,134 Gross profit 100,245 84,104 189,744 136,880 Operating expenses: Research and development expenses 30,050 21,908 53,943 43,907 Sales and marketing expenses 69,136 31,396 103,444 66,832 General and administrative expenses 54,468 12,576 64,144 27,755 Total operating expenses 153,654 65,880 221,531 138,494 Operating income (loss) before finance expenses (53,409) 18,224 (31,787) (1,614) Finance expenses, net (85) (654) (883) (206) Income (loss) before income taxes (53,494) 17,570 (32,670) (1,820) Provision for income taxes (7,922) (4,665) (10,159) (9,128) Net income (loss) $(61,416) $12,905 $(42,829) $(10,948) Less: Undistributed earnings allocated to participating securities (6,029) (5,646) (11,944) (11,228) Net Income (loss) attributable to ordinary shares - basic and diluted (67,445) 7,259 (54,773) (22,176) Net income (loss) per share attributable to ordinary shareholders, basic $(1.39) $0.19 $(1.18) $(0.54) Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, basic 48,518,124 37,895,239 46,351,830 41,217,908 Net income (loss) per share attributable to ordinary shareholders, diluted $(1.39) $0.12 $(1.18) $(0.54) Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, diluted 48,518,124 60,096,610 46,351,830 41,217,908 TABLE OF CONTENTS Share Based Compensation Break-Down by Expense Line Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (dollars in thousands) (Unaudited) (Unaudited) Cost of revenues 455 111 580 252 Research and development 8,947 1,037 12,385 2,051 Sales and marketing 35,040 919 36,171 1,897 General and administrative 34,081 156 34,518 293 Total share-based compensation expense 78,523 2,223 83,654 4,493 Consolidated Statements of Cash Flows for the three months and six months ended June 30, 2021 and 2020 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Unaudited Unaudited Cash flows from operating activities: Net income (loss) $(61,416) $12,905 $(42,829) $(10,948) Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: Depreciation and amortization 8,646 9,076 16,890 18,827 Share based compensation expenses 78,523 2,223 83,654 4,493 Net loss (gain) from financing expenses (2,970) (517) (1,357) 824 Increase in deferred taxes, net (1,693) (890) (917) (1,456) Revaluation of the warrant liability 272 272 Accrued interest, net 155 332 Change in operating assets and liabilities: Decrease (increase) in trade receivables (13,410) 18,248 19,031 43,296 Decrease (increase) in prepaid expenses and other current assets and long-term prepaid expenses (16,998) 9,069 (33,757) 14,985 Increase (decrease) in trade payable 16,497 (30,722) (31,025) (35,535) Increase in accrued expenses and other current liabilities 15,671 16,578 5,284 14,333 Change in operating lease Right of use assets 3,659 3,343 7,291 6,639 Change in operating Lease liabilities (3,698) (2,634) (8,557) (7,948) Net cash provided by operating activities 23,083 36,834 13,980 47,842 Cash flows from investing activities Purchase of property and equipment, including capitalized platform costs (16,138) (3,657) (21,675) (10,634) Cash paid in connection with acquisitions (202) Decrease (increase) in restricted deposits (118) (12,965) 2,536 (2) Decrease in short-term deposits 24,968 24,964 Net cash provided by (used in) investing activities (16,256) 8,346 (19,139) 14,126 TABLE OF CONTENTS Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Unaudited Unaudited Cash flows from financing activities Exercise of options 1,368 400 4,919 677 Issuance of share, net of offering costs 290,908 287,432 Issuance of warrant 53,883 53,883 Net cash provided by financing activities 346,159 400 346,234 677 Exchange differences on balances of cash, cash equivalents 2,970 517 1,357 (824) Increase in cash, cash equivalents 355,956 46,097 342,432 61,821 Cash, cash equivalents - at the beginning of the period 229,287 102,644 242,811 86,920 Cash, cash equivalents - at end of the period $585,243 $148,741 $585,243 $148,741 Supplemental disclosures of cash flow information: Cash paid for income taxes $4,502 $431 $5,831 $963 Supplemental disclosures of noncash investing and financing activities: Deferred offering costs incurred during the period included in the Long-term prepaid expenses $2,950 $ $2,950 $ Purchase of property, plant and equipment $966 $3,030 $966 $3,030 Reconciliation of GAAP to non-GAAP Financial Measures The following table provides a reconciliation of Revenues to ex-TAC Gross Profit. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (Unaudited) (Unaudited) (dollars in thousands) (dollars in thousands) Revenues $329,072 $267,668 $632,022 $547,014 Traffic acquisition cost 212,202 168,783 409,238 379,161 Other cost of revenues 16,625 14,781 33,040 30,973 Gross Profit $100,245 $84,104 $189,744 $136,880 Add back: Other cost of revenues 16,625 14,781 33,040 30,973 ex-TAC Gross Profit $116,870 $98,885 $222,784 $167,853 The following table provides a reconciliation of Net income (loss) to Adjusted EBITDA. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (Unaudited) (Unaudited) (dollars in thousands) (dollars in thousands) Net income (loss) $(61,416) $12,905 $(42,829) $(10,948) Adjusted to exclude the following: Financial expenses, net 85 654 883 206 Tax expenses 7,922 4,665 10,159 9,128 Depreciation and amortization 8,646 9,076 16,890 18,827 Share-based compensation expenses(1) 78,523 2,223 83,654 4,493 M&A costs(2) 7,042 5,342 5,588 11,439 Adjusted EBITDA $40,802 $34,865 $74,345 $33,145 (1) For the 2021 periods, a substantial majority is Share-based compensation expenses related to going public. (2) For 2020 periods, represents costs associated with the proposed strategic transaction with Outbrain Inc.which we elected not to consummate, and for 2021 periods, relates to the acquisition of ION Acquisition Corp. 1 Ltd. and going public. TABLE OF CONTENTS We calculate Ratio of Net income (loss) to Gross profit as Net income (loss) divided by Gross profit. We calculate Ratio of Adjusted EBITDA to ex-TAC Gross Profit, a non-GAAP measure, as Adjusted EBITDA divided by ex-TAC Gross Profit. We believe that the Ratio of Adjusted EBITDA to ex-TAC Gross Profit is useful because TAC is what we must pay digital properties to obtain the right to place advertising on their websites, and we believe focusing on ex-TAC Gross Profit better reflects the profitability of our business. The following table reconciles Ratio of Net income (loss) to Gross Profit and Ratio of Adjusted EBITDA to ex-TAC Gross Profit for the period shown. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (Unaudited) (Unaudited) (dollars in thousands) (dollars in thousands) Gross profit $100,245 $84,104 $189,744 $136,880 Net income (loss) $(61,416) $12,905 $(42,829) $(10,948) Ratio of Net income (loss) to Gross profit (61.3)% 15.3% (22.6)% (8.0)% ex-TAC Gross Profit $116,870 $98,885 $222,784 $167,853 Adjusted EBITDA $40,802 $34,865 $74,345 $33,145 Ratio of Adjusted EBITDA Margin to ex-TAC Gross Profit 34.9% 35.3% 33.4% 19.7% The following table provides a reconciliation of Net cash provided by operating activities to Free Cash Flow. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (Unaudited) (Unaudited) (dollars in thousands) (dollars in thousands) Net cash provided by operating activities $23,083 $36,834 $13,980 $47,842 Purchases of property and equipment, including capitalized platform costs (16,138) (3,657) (21,675) (10,634) Free Cash Flow $6,945 $33,177 $(7,695) $37,208 Second Quarter Financial Highlights Revenue grew $61 million or 22.9% year-over-year. New digital property partners1 drove $23 million of growth Existing digital property partners2 grew $38 million which translates to net dollar retention3 (NDR) of 114% and reflects strong improvement in yield as well as lower demand in the prior year due to COVID. Gross Profit grew $16.1 million or 19.2% year-over-year and ex-TAC Gross Profit grew $18 million or 18.2% year-over-year. In each case, the increase in gross profit was driven primarily by growth from new digital property partners,1 and growth from existing digital property partners that was driven by strong improvements in yield. These gains year over year were partially offset by the withholding in the prior year of $10 million in guarantee TAC payments to publishers that we subsequently paid in the fourth quarter of 2020. 1 New digital property partners within the first 12 months that were live on our network 2 Net growth of existing digital property partners, including the growth of new digital property partners (beyond the revenue contribution determined based on the run-rate revenue generated by them when they are first on-boarded) 3 Net Dollar Retention is the net growth of existing digital property partners for the given period divided by the revenues from the same period in the prior-year. TABLE OF CONTENTS Operating expenses grew $87.8 million or 133.2% year-over-year. Excluding higher share based compensation of $76.0 million year over year, mostly triggered from going public, operating expenses grew $11.8 million or 18.5% year-over-year. This increase was driven by: A $0.2M increase in research and development as increases in headcount were partially offset by lower depreciation related to timing of new server investments. We continue to invest in our proprietary, deep learning data engine as well as new products and tools to support our publishers and advertisers. A $3.6M increase in sales and marketing expenses to support our business growth. An $8.0M increase in general and administrative expenses related to public company investments and a partial return to more normal operations following the COVID pandemic. Net loss of $61.4 million was $74.3 million lower year over year primarily driven by the higher share based compensation. Adjusted EBITDA of $40.8 million increased by $5.9 million year over year driven by the higher revenue. Net income (loss) to Gross profit Margin was (61.3)% and the Ratio of Adjusted EBITDA to ex-TAC Gross Profit was 34.9%. GAAP EPS was $(1.39) in Q2. The EPS was based on GAAP shares outstanding of 48.5 million. Cash Flow from Operations of $23.1 million and Free Cash Flow of $6.9 million declined year over year driven by higher purchases of property and equipment and changes in working capital. The Connexity Acquisition On July 22, 2021, we entered into a definitive purchase agreement to acquire Connexity, an independent e-Commerce media platform in the open web, serving over 1,600 direct merchants, and 6,000 publishers, from Symphony Technology Group for approximately $800.0 million, subject to customary purchase price adjustments for working capital, the payment of existing Connexity debt, expenses and the other terms and conditions such as the holdback and retention plans and other indebtedness described in the Purchase Agreement. Based on December 31st 2020 balance sheet figures, the customary purchase price adjustments include the payment of approximately $65.6 million in existing Connexity debt, expenses and the other terms and conditions, such as the holdback and retention plans of approximately $70.3 million and other indebtedness of approximately $27.4 million, as described in the Purchase Agreement. Approximately $488.0 million will be paid in cash, using approximately $188.0 million from cash on hand and $300.0 million from committed debt financing. Approximately $148.7 million of the purchase price is to be paid pursuant to the issuance of Taboola Ordinary Shares. An additional $30.3 million in equity consideration will be issued and is subject to retention by Taboola pursuant to certain holdback arrangements entered into with current employees of Connexity, to be delivered to such employees in installments over three years following the closing of the closing of the Connexity Acquisition, subject to continued employment by such persons with Taboola and an additional $40 million is expected to be paid in future retention equity incentive awards. The total equity consideration to be issued is $219.0 million. The exact number of ordinary shares issued will depend on the volume weighted average price of Taboola s shares over the five business days ending three business days prior to the closing. The Connexity Acquisition aligns with our Recommend Anything growth strategy to introduce new types of recommendations and enter new segments, while leveraging our scale and recommendations platform to deliver value to our 9,000 digital property partners, 13,000 direct advertisers and 500 million daily active users. We expect the transaction to close in the third quarter of 2021, subject to receipt of regulatory approvals and satisfaction of customary closing conditions. Until the transaction closes, both companies will continue to operate independently. In connection with the Connexity Acquisition, Taboola entered into a commitment letter (the Commitment Letter ) with JPMorgan Chase Bank, N.A. and Credit Suisse (collectively, the Commitment Parties ) pursuant to which, subject to the terms and conditions set forth in the Commitment Letter, the Commitment Parties have committed to arrange and provide to Taboola, Inc., a wholly-owned subsidiary of Taboola, as the borrower, a senior secured term loan B credit facility in an aggregate principal amount of up to $300.0 million (the Term Loan Facility ). The Term Loan Facility will mature on the seventh anniversary of initial incurrence thereof and amortize in quarterly installments equal to 0.25% of the initial principal amount thereof. Interest in respect of the Term Loan TABLE OF CONTENTS Facility will be determined based on a margin to LIBOR or an alternate base rate, in each case, to be set in the syndication of the Term Loan Facility. The Term Loan Facility will contain voluntary and mandatory prepayment provisions, representations and warranties, affirmative and negative covenants and events of default, in each case that are customary for facilities of the type. The Term Loan Facility will not contain any financial maintenance covenants. Risks Related to Our Business Investing in our securities involves risks. You should carefully consider the risks described in Risk Factors before making a decision to invest in our ordinary shares. If any of these risks actually occurs, our business, financial condition and results of operations would likely be materially adversely affected. In such case, the trading price of our securities would likely decline, and you may lose all or part of your investment. Set forth below is a summary of some of the principal risks we face: Taboola may be unable to attract new digital properties and advertisers, sell additional offerings to its existing digital properties and advertisers, or maintain enough business with its existing digital properties and advertisers; If Taboola s performance under contracts with digital properties where Taboola is obligated to pay a specified minimum guaranteed amount per thousand impressions does not meet the minimum guarantee requirements, its gross profit could be negatively impacted and its results of operations and financial condition could be harmed; Taboola may not be able to compete successfully against current and future competitors; Taboola s future growth and success depends on its ability to continue to scale its existing offerings and to introduce new solutions that gain acceptance and that differentiate it from its competitors; If Taboola fails to make the right investment decisions in its offerings and technology platform, or if Taboola is unable to generate or otherwise obtain sufficient funds to invest in them, Taboola may not attract and retain digital properties and advertisers; If Taboola s ability to personalize its advertisements and content to users is restricted or prohibited due to various privacy regulations, Taboola could lose digital properties and advertisers; If Taboola s AI powered platform fails to accurately predict what ads and content would be of most interest to users or if Taboola fails to continue to improve on its ability to further predict or optimize user engagement or conversion rates for its advertisers, its performance could decline and Taboola could lose digital properties and advertisers; Taboola s business depends on continued engagement by users who interact with its platform on various digital properties; The effects of health epidemics, such as the recent global COVID-19 pandemic, have had and could in the future have an adverse impact on Taboola s revenue, its employees and results of operations; Historically, the majority of Taboola s agreements with digital properties have typically required them to provide it exclusivity for the term of the agreement; to the extent that such exclusivity is reduced or eliminated for any reason, digital properties could elect to implement competitive platforms or services that could be detrimental to its performance; Taboola s business depends on strong brands and well-known digital properties, and failing to maintain and enhance its brands and well-known digital properties would hurt its ability to expand its number of advertisers and digital properties; Taboola is a multinational organization faced with complex and changing laws and regulations regarding privacy, data protection, content, competition, consumer protection, and other matters; Conditions in Israel could adversely affect Taboola s business; TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/TCBX_third_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/TCBX_third_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/TCBX_third_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/TGCB_tego_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/TGCB_tego_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..60c90c8047e97bee4b51fa1598d91e24d581b00d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/TGCB_tego_prospectus_summary.txt
@@ -0,0 +1,371 @@
+PROSPECTUSSUMMARY">PROSPECTUS
+SUMMARY
+
+ 
+
+The following summary highlights material information contained
+elsewhere in this prospectus. This summary does not contain all of
+the information you should consider before investing in our common
+stock. Before making an investment decision, you should read the
+entire prospectus carefully, including the Risk
+Factors section, the Management s Discussion
+and Analysis of Financial Condition and Results of
+Operations section, the financial statements and the notes
+to the financial statements. You should also review the other
+available information referred to in the section entitled
+ Where You Can Find More Information in this
+prospectus and any amendment or supplement hereto. Unless otherwise
+indicated, the terms the Company, Tego
+Cyber, we, us, and
+ our refer and relate to Tego Cyber,
+Inc. 
+
+ 
+
+Corporate History and General Information about the
+Company
+
+ 
+
+Tego Cyber Inc. (the Company ) is an early-stage
+company which was incorporated in the State of Nevada on September
+6, 2019. Our year end is June 30. We are a development stage
+enterprise. The Company is engaged in the business of the
+development and commercialization of high quality,
+innovative cybersecurity services and solutions that reduce risk,
+prevent cyber-attacks, and protect intellectual property and
+data.
+
+ 
+
+Our
+principal office is located at 8565 South Eastern Avenue, Suite
+150, Las Vegas, Nevada, 89123. Our telephone number is (855)
+939-0100 and our e-mail contact is info@tegocyber.com. Our website
+can be viewed at https://tegocyber.com. The Company has not
+filed for bankruptcy, receivership or any similar proceedings nor
+is in the process of filing for bankruptcy, receivership or any
+similar proceedings.
+
+ 
+
+The Company Overview
+
+ 
+
+The Company was incorporated in the State of Nevada on September 6,
+2019. We are an early-stage provider of advanced cyberthreat intelligence for larger
+business enterprises. The Company has
+developed a cyber threat intelligence application that integrates
+with top end security platforms to gather, analyze, then
+proactively identify threats to an enterprise network. The Tego
+Threat Intelligence Platform (TTIP) takes in vetted and curated
+threat data and after utilizing a proprietary process, the platform
+compiles, analyzes, and then delivers that data to an enterprise
+network in a format that is timely, informative, and relevant. The
+threat data provides additional context including specific details
+needed to identify and counteract threats so that security teams
+can spend less time searching for disparate information. The first
+version of the TTIP will integrate with the widely accepted SPLUNK
+platform to provide real-time threat intelligence to macro
+enterprises using the SPLUNK architecture. The Company plans on
+developing future versions of the TTIP for integration with other
+established SIEM systems and platforms including: Elastic, IBM
+QRadar, AT&T AlienVault, Exabeam, and Google Chronical. For
+more information, please visit www.tegocyber.com. We also
+currently offer a suite of related cyber security services
+including vulnerability assessments, penetration testing,
+vCISO services, dark web monitoring, cybersecurity policy creation
+and review as well as ongoing enterprise employee
+training.
+
+ 
+
+Our
+product portfolio is built on the TTIP and works cohesively to
+improve the operational efficiency of the enterprises' core digital
+security processes. TTIP is a comprehensive and curated source of
+threat intelligence that provides not only threat data but
+additional context so that the client understands the potential
+threats within their environment. The platform automatically
+creates updates for the client from its curated and aggregated
+threat intelligence feeds, identifying not only current threats but
+through its recursive searches, can help identify threats that have
+occurred in the past, even before the client installed the TTIP.
+The TTIP identifies known threat indicators and malicious actors
+using data that is relevant and timely. The platform identifies
+threats through utilization of its aggregated, real-time threat
+intelligence data feeds, enabling customers to be agile and rapid
+in response to detected digital threats, while reducing their total
+cost of technology ownership and increasing the return on
+investment (ROI) of their current technologies.
+
+ 
+
+ 
+
+1
+
+ 
+
+ 
+
+Competition
+
+ 
+
+We compete with an array of established and emerging security
+software and services vendors. As organizations increasingly
+embrace cloud platforms, IoT and other new networking technologies,
+they are becoming increasingly exposed to ever evolving
+cybercrimes. The introduction of new technologies and market
+entrants will continue to fuel an intense competitive environment
+as companies seek solutions to cybersecurity breaches. Our
+competitors include vulnerability management and external
+assessment vendors, diversified security software and services
+vendors, and providers of threat intelligence platforms that
+compete with some of the features present in our solution such as
+Anomali, Recorded Future and Threat Quotient. We compete based on
+several factors, including product functionality; scope of
+offerings; performance; brand, reputation, and customer
+satisfaction; ease of implementation, use and service; price,
+scalability, reliability, and security. We believe that we will
+compete favorably with respect to these factors and are well
+positioned as an emerging provider of digital risk protection, data
+analysis, and professional services.
+
+ 
+
+Our Growth Strategy
+
+ 
+
+Tego s growth strategy will focus initially on integration
+into the Security Information and Event Management (SIEM) market,
+using the Gartner Magic Quadrant and Forrester reports on who has
+the largest market share and which companies are visionaries in the
+industry. Tego will grow its sales and customer base through the
+use of both an inside sales team, utilizing SIEM customer lists,
+selected technology channel partners, of which the founders have
+direct personal relationships with and have expressed an interest
+in carrying Tego s platform in their product offering, and
+attending technology-specific conferences/tradeshows, either
+virtually or in person. For integration, we will target those that
+are found on the Gartner Magic Quadrant and Forrester reports as
+these have the largest market share. Initially, we will focus on
+integration within the SIEM market because the SIEM is where the
+data for all devices (hardware and software) resides for the
+enterprise. For future growth beyond the SIEM market, we will look
+to also add integration into the firewall (hardware) and
+antivirus/endpoint-detection-response (software) markets but
+realistically, for the largest of enterprises, they are pulling the
+data from these devices into their SIEM and we go back to the idea
+that we live where the data lives. But the idea that Troy and I had
+is that a license to Tego will allow the customer to deploy our TIP
+to any of their implemented solutions so in the future should we
+launch a plugin for Palo Alto firewalls and the client has a
+license for SIEM integration, they could use the Palo plugin
+without having to purchase an
+additional license.
+
+ 
+
+Recent developments
+
+ 
+
+In
+October 2019, Shannon Wilkinson, CEO Tego Cyber Inc, developed a
+business requirement documentation (BRD) for developing a prototype
+of the Tego threat intelligence platform. In November 2019, Tego
+engaged a senior software developer begin development of a
+prototype of the Tego threat intelligence platform. The development
+of the prototype was performed on a part-time basis due to
+fundraising by Tego Cyber Inc. until March 2020 when the prototype
+was completed. Once Tego was able to raise enough money to engage a
+full-time development team, in May 2020, Shannon Wilkinson worked
+with a project manager to develop a BRD for integrating the Tego
+threat intelligence platform to a security incident and event
+manage (SIEM). In June 2020, Tego contracted two full-time senior
+software developers and the project manager to take the prototype
+and finish the development of the threat intelligence platform
+along with completing development of the first integration plugin
+of the Tego threat intelligence platform to a SIEM.
+
+ 
+
+On June 4, 2020, the Company entered into a Website Development or
+Software Development Agreement with CIS Training Center Kosovo
+( Cistck ) for the development of the Threat
+Intelligence Platform and Splunk App Code (the
+ Agreement ). Pursuant to the Agreement Cistck was
+hired to take the prototype and finish the development of
+the threat intelligence platform along with completing development
+of the first integration plugin of the Tego threat intelligence
+platform to a SIEM. On June 5, 2020,
+the parties entered into an addendum to the Agreement setting forth
+the maximum compensation of Cistck at $20,000 USD payable in
+monthly installments until project completion or maximum fee is
+reached. We have verbally approved an extension of services period
+while Cistck further develops for us at approximately $5,000 per
+month, which we may cancel at any time.
+
+ 
+
+On February 19, 2021, the common shares of the Company were
+approved for trading on the OTCQB under the symbol
+ TGCB .
+
+ 
+
+ 
+
+2
+
+ 
+
+ 
+
+On April 14, 2021, the Company announced the appointment of Chris
+C. White to its board of directors.
+
+ 
+
+On May 12, 2021, the Company announced the completion of the
+development of its first version of its Threat Intelligence
+Platform. The application is currently being prepared to enter beta
+testing.
+
+ 
+
+On June 3, 2021, the Company announced the commercial launch of its Cyber
+Threat Intelligence (CTI) reporting service. CTI reporting provides
+individuals or enterprises with custom cyber threat intelligence on
+issues such as social media impersonation, compromised email
+credentials, look-a-like domains, social media trends and possible
+DarkWeb presence. Tego had received many requests to leverage the
+threat intelligence used by the Tego Threat Intelligence Platform
+(TTIP) in a customized report and responded to this by developing a
+threat intelligence product aimed at providing real-time data to
+specific corporations and individuals. CTI reporting help
+individuals and organizations understand the threats that have,
+will, or are currently directly targeting them. Tego s CTI
+reporting service is provided in real time based on emerging
+threats and on customized cadences defined by the client. The cost
+to the client will depend on the size and complexity of the
+client s cyber footprint. Tego has signed one contract with
+an enterprise client. 
+
+ 
+
+On June
+15, 2021, the Company announced that it had commenced a beta test
+of the first version of its Threat Intelligence
+Platform.
+
+ 
+
+On August 17, 2021, the Company announced that it has
+appointed director Chris White, as Chief Information Security
+Officer (CISO). Mr. White will be responsible for overseeing cyber
+security operations, cyber intelligence, data loss and fraud
+prevention, assisting with development of application, overseeing
+beta testing, developing additional security architecture,
+overseeing program rollout, governance and
+documentation.
+
+ 
+
+On September 16, 2021, the Company announced that it has entered a Master Services
+Agreement (MSA) with IONnovate, LLC, a premier application
+development firm based in Las Vegas, Nevada, to supplement the
+current development team with additional resources to enhance the
+scalability and expedite the rollout of the Company s threat intelligence
+platform. The services to be performed by IONnovate will include
+application programming interface (API) integration to third party
+SIEM applications.
+
+ 
+
+On October 12, 2021, the Company announced it has commercially launched the first
+version of its Tego Threat Intelligence Platform under the name:
+Tego Guardian. The first version of the Tego Guardian integrates
+with the widely used Splunk security information and event
+management platform. Splunk is
+the leading SIEM provider trusted by 92 of the Fortune 100. The
+Tego Guardian is now available for direct download by Splunk users
+through Splunk s app store: splunkbase - an online community
+marketplace where users can interact and download apps and add-ons
+designed to enhance their existing Splunk environment.
+
+ 
+
+Risks and Uncertainties facing the Company
+
+ 
+
+As an
+early-stage company with a limited operating history, the Company
+has experienced losses since its inception. The Company s
+independent auditors have issued a report questioning the
+Company s ability to continue as a going concern. That is,
+the Company needs to create a source of revenue or locate
+additional financing in order to continue its developmental plans.
+As a development stage company, management of the Company has
+experience in developing technology and cybersecurity similar to
+that planned by the Company but limitation in marketing and
+distributing such services and products on a broad
+scale.
+
+ 
+
+One of
+the biggest challenges facing the Company is the ability
+to increase its sales revenue and raise adequate capital to
+develop and execute project opportunities.
+
+ 
+
+Due to
+financial constraints, the Company has to date conducted limited
+operations. If the Company were unable to develop strong and
+reliable sources of funding for future growth opportunities, it is
+unlikely that the Company could develop its operations to return
+revenue sufficient to further develop its business plan. Moreover,
+the above assumes that the Company s efforts are met with
+customer satisfaction in the marketplace and exhibit steady
+adoption of its solutions amongst the potential base of customers,
+neither of which are currently known or guaranteed.
+
+ 
+
+Due to
+these and other factors, the Company s need for additional
+capital, the Company s independent auditors have issued a
+report raising substantial doubt of the Company s ability to
+continue as a going concern.
+
+ 
+
+ 
+
+ 
+
+3
+
+ 
+
+ 
+
+SUMMARY OF THIS OFFERING
+
+ 
+
+Securities being offered
+
+ 
+
+Up to
+5,000,000 shares of Common Stock is being offered for sale by the
+Company, this collectively represents 17.4% of the currently issued
+and outstanding shares of the Company s Common Stock, if
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/THRY_thryv_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/THRY_thryv_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/THRY_thryv_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/TIXT_telus_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/TIXT_telus_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/TIXT_telus_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/TLGUF_tlgy_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/TLGUF_tlgy_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3c87da477e254d969274445ec8fe944c0d115718
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/TLGUF_tlgy_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: we, us, company or our company are to TLGY Acquisition Corporation, a Cayman Islands exempted company; Companies Act are to the Companies Act (As Revised) of the Cayman Islands, as amended from time to time; directors are to the directors and director nominees of the Company; distribution time are to the time at which the distributable redeemable warrants will be distributed, which will occur immediately after the initial business combination redemption time and immediately prior to the closing of our initial business combination; founder are to Jin-Goon Kim; founder shares are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and share capitalization prior to this offering (which shares may be transferred to permitted transferees from time to time) and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; initial business combination redemption time are to the time at which we redeem the Class A ordinary shares that the holders thereof have elected to redeem in connection with our initial business combination, which will occur prior to the consummation of our initial business combination; initial shareholders are to holders of our founder shares prior to this offering (including 30,000 founder shares that our sponsor will transfer to each of our three independent director nominees for $150, or $0.005 per share, 15,000 founder shares that our sponsor will transfer to Centaury Management Ltd., an investor in our sponsor, at an aggregate purchase price of $75, or $0.005 per share, and 236,486 founder shares that our sponsor will transfer to Mizuho Securities USA LLC, the representative of the underwriters, at an aggregate purchase price of $787,500, or approximately $3.33 per share, in each case, concurrent with the completion of this offering); management or our management team are to our officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; public shares are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public shareholders are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public warrants are to the detachable redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and to the distributable Table of Contents We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 42 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ 10.00 $ 175,000,000 Underwriting discounts and commissions(1) $ 0.55 $ 9,625,000 Proceeds to TLGY Acquisition Corporation, before expenses $ 9.45 $ 165,375,000 (1) $0.20 per unit, or $3,500,000 in the aggregate (or $4,025,000 if the underwriters over-allotment option is exercised in full), is payable upon the closing of this offering. The additional $0.35 per unit, or $6,125,000 in the aggregate (or up to $7,043,750 in the aggregate if the underwriters over-allotment option is exercised in full) is payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. The underwriters will receive compensation in addition to the underwriting discount, including 236,486 Class B ordinary shares to be purchased by the representative of the underwriters concurrent with the closing of this offering. See Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $178,500,000, or $205,275,000 if the underwriters over-allotment option is exercised in full ($10.20 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $3,500,000 in underwriting discounts and commissions payable upon the closing of this offering (or $4,025,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2,659,500 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021. Sole Bookrunner Mizuho Securities Lead Manager Baird , 2021 Until , 2021 (25 days after the date of this prospectus), all dealers that buy, sell or trade our Class A ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Table of Contents redeemable warrants issuable to the remaining holders of our outstanding Class A ordinary shares issued in this offering (after we redeem any Class A ordinary shares that the holders thereof have elected to redeem in connection with our initial business combination); private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; sponsor are to TLGY Sponsors LLC, a Cayman Islands limited liability company; and warrants are to our public warrants and private placement warrants. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Table of Contents GENERAL We are a newly incorporated blank check company incorporated in May 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We have generated no operating revenues to date, and we may not generate operating revenues even after we consummate our initial business combination. While we may pursue an acquisition opportunity in any business, industry, sector, or geographical location, we intend to focus on targets in industries where we believe our management team and our founder s expertise will provide us with a competitive advantage, including biopharma or technology enabled business-to-consumer ( B2C ) industries globally. We believe the innovations in these sectors that have emerged in recent years, partly as a response to the broad social, economic, and behavioral changes arising from the COVID-19 global pandemic, provide attractive opportunities to target high growth companies with technology and business model innovation. For example, by virtue of our team s industry network and our founder s recent investments, we have turned our attention towards certain sub-segments in healthcare, including neurology and rare diseases, where we believe we can find attractive targets for our business combination. While we will target companies globally, we believe that our team s strong ties to Asia gives us an advantage in sourcing Asia-originated biopharma companies with global aspirations for the purposes of a business combination in the U.S. market. We believe favorable innovation and regulatory trends in Asia should position us well for such opportunities. In B2C technologies, we will look for ways to capitalize on our team s previous work with and/or investments; for example, we will leverage our experience in Asian gaming companies and focus on the implications of the big changes that are taking place in the industry due to the surge in the post-COVID consumer demand for a wide range of virtual entertainment and lifestyle products. We will not undertake an initial business combination with any entity with principal business operations in China (including Hong Kong and Macau). Our key differentiator is our team s deep roots in private equity and transformational operations that reflect the career of our founder, Jin-Goon Kim, as both a blue-chip private equity partner and a public and private company CEO. Our founder and independent director nominees have had long and successful tenures as senior leaders with top investment platforms in Asia and globally, including TPG (a leading global and Asian private equity firm), Softbank (a leading global and Asian venture capital firm), International Finance Corporation (the private sector investment arm of the World Bank Group), and IMM (a leading buyout and growth capital investment firm in Korea). We intend to utilize a private equity style approach in our investment strategy and our experience in finding investments with long-term potential and we intend to secure them on favorable deal terms. In addition to Mr. Kim s experience as an accomplished serial transformational CEO, our two co-presidents, Dr. Theron Odlaug and Mr. Steven Norman, have significant operational leadership experience. Dr. Odlaug and Mr. Norman have helped run, build and invest in leading public and private companies in the global healthcare and technology-enabled consumer sectors, respectively. In the biopharma sector, Dr. Odlaug has extensive experience both in licensing and in acquiring pipeline assets, as well as in divesting companies. One of our independent director nominees, Dr. Shrijay (Jay) Vijayan, possesses deep expertise in developing and commercializing new technologies for eminent hospitals and institutions across a wide range of sectors including therapeutics, diagnostics and medical devices, rare diseases, neurodegeneration, cancer, autoimmunity and inflammation. We believe that these skills will help us in sourcing and diligencing potential target businesses, and in value creation after our initial business combination. Mr. Kim has a long track record of selecting and working with industry-leading companies in attractive macro segments, often at critical times in the industry s evolution, and enabling those companies to grow through disruptive technology and business model transformation. We expect that such hands-on experience will be Table of Contents valuable in assessing the potential of our business combination targets and enable us to strengthen their competitive advantages post business combination. Our founder has made significant contribution to long-term shareholder value creation across multiple industry-leading public and private companies. For example, Li Ning s market capitalization increased from approximately US$700 million in 2012 when Mr. Kim, as its CEO, launched its multi-year transformation program, to over US$30 billion as of the end of August 2021. Mr. Kim assumed the role of CEO of China Grand Auto in 2007, shortly after it was capitalized at a valuation of roughly US$500 million dollars, and in 2015 the company listed on the Shanghai Stock Exchange at a market capitalization of approximately US$15 billion. We believe that our founder and the other members of our management team have a unique network of business contacts and relationships across a wide range of industries in which they have worked, advised, or invested. We believe our management team, with a unique proven track record in investing and value creation that are rooted in their operational and capital markets experience, is well positioned to take advantage of the growing investment opportunities in the healthcare and B2C technology sectors relevant to our business strategy. OUR FOUNDER, CHAIRMAN & CEO TLGY Acquisition Corporation is an affiliate of TLGY Holdings, a newly established private investment firm founded in 2021. Our founder, Jin-Goon Kim, also serves as our Chairman & CEO. Mr. Kim has two decades of senior leadership experience in private equity investment and as a serial transformational CEO in industry leading public and private companies. He has made important industry contributions and notable achievements as a CEO, which have been recognized by the Outstanding Growth award at the 2009 TPG Annual CEO Conference, 2009 Dealership Group of the Year and 2012 Most Innovative Business Model from 21st Century Media Group, a leading Chinese financial media group, and 2010 Top Ten Men of the Year in the Auto Retail Industry in a forum co-sponsored by top Chinese media and industry associations. Our founder has a history of disrupting markets in which he invests and/or operates, including a bold launch of the first sub-one-thousand-dollar branded laptops in South Korea that we believe significantly accelerated the laptop market s overtaking of the desktop market as the largest PC segment in the early 2000 s. His pioneering work in the roll-up of automotive retail in China in the late 2000s created the world s largest automobile retail platform as measured by new car sales volume, just as China was becoming one of the world s largest car markets. As attested by the 21st Century Group award in 2012, our founder was recognized as the first to innovate extensive direct retail, sports marketing, and e-commerce business models in the Chinese sportswear industry in the early 2010s, which ultimately proved to be highly effective in capitalizing on the rising tide in the core sports categories at the time and in connecting the brand with consumers whose needs were evolving rapidly and dynamically. Immediately prior to founding TLGY Holdings, Mr. Kim focused on global, high growth investments with strong potential to benefit from attractive emerging macro trends and in which he could apply his experience implementing business transformation to drive value creation. From 2006 to 2016, Mr. Kim was with TPG Capital, a leading global private equity firm, where he served as a Partner and a member of its Asia investment review committee. In his capacity as a TPG partner, Mr. Kim also served as a CEO or transformation leader of multiple TPG portfolio companies, often in parallel. Mr. Kim s investment and operational focus was co-leading China Grand Automotive Services Group Co. Ltd., UniTrust Group, Li Ning Company Limited and Daphne International Holdings Limited, some of TPG s major transformational investments across China s core consumer sectors. Each of these investments had a differentiated value creation angle in the form of a disruptive business model and/or technology; they collectively generated returns of approximately a billion U.S. dollars to TPG s investors. From 2012 to 2014, Mr. Kim served as CEO and Vice Chairman of Li Ning Company Limited, a leading sportswear brand in China with more than US$2 billion of annual sales in 2020, where he devised and launched a brand transformation that helped rescue the company from financial distress and laid the foundation for its transformation into a leading brand and a company that has a market capitalization of more than US$30 billion in August 2021. Mr. Kim served from 2011 to 2015 as a Board member of Daphne Table of Contents International Holdings Limited, a leading women s footwear brand in China, where he led the shoe industry s first successful wholesale implementation of fast retail and digitization of supply chain management that increased sales, profits, and market capitalization of what had been a stagnant business prior to his engagement. Mr. Kim from 2007 to 2011 served as CEO and Vice Chairman of China Grand Automotive Services Group Co. Ltd., during which time he helped pioneer the company s retail roll-up in China and the digitization of the company s management system to grow the company s sales by seven times and to take it from a #11 mid-size platform in China in 2006 to the #1 auto retail and services company both in China and in the world in 2011. Within a few years thereafter, the company listed on the Shanghai Stock Exchange and had a market capitalization of approximately US$15 billion in June 2015. Mr. Kim also served from 2009 to 2010 as a Board member of UniTrust Group, a leading Chinese independent equipment leasing company, during which time he helped build a management team and formulate a new strategy that transformed a start-up operation into a large sector leader that would eventually list on the Hong Kong Stock Exchange at a market capitalization of approximately US$2 billion. Before joining TPG Capital, Mr. Kim served from 2002 to 2006 as President of Dell Korea, the Korean affiliate of Dell, a global leader in hardware, software and services with more than $60 billion in annual sales in 2020. He successfully led the implementation of Dell s direct selling model in Korea, establishing Dell as a leading player in a market where it had previously struggled to secure a meaningful market presence or to build a profitable business. Mr. Kim served from 2000 to 2002 as a Vice President of Internet Business Capital Corporation, a Cambridge, Massachusetts based early-stage venture capital firm that helped found or participated in early investments in successful ventures including Cambridge Technology Partners and Razorfish. Mr. Kim started his career in 1996 in the Seoul and Boston offices of McKinsey & Company, a global management consultancy. Mr. Kim earned an MPP from the Kennedy School of Government at Harvard College, a diploma from the Hopkins-Nanjing Centre, and an AB in East Asian Languages and Civilizations and Government from Harvard College. OUR OTHER MANAGEMENT AND BOARD OF DIRECTORS Joining our company is a team of accomplished, high-level senior biopharma, technology and investing executives whose sector expertise we believe will contribute to the success of the company. Dr. Theron (Ted) E. Odlaug, PhD, our Co-President, has more than 40 years of experience as a CEO, Board Member and Senior Executive of pharmaceutical and allied companies. Dr. Odlaug has since 2019 served as a Board Member and fundraiser for the Dravet Syndrome Foundation, a non-profit organization dedicated to raising research funds and offering research grants for syndrome-specific research with a novel approach for Dravet syndrome, a rare and catastrophic form of epilepsy beginning in childhood, and related conditions. Since 2021, Dr. Odlaug has served as a Board Member of Ascendia Pharmaceuticals, a specialty pharmaceutical company dedicated to developing enhanced formulations of existing drug products and enabling formulations for pre-clinical and clinical stage drug candidates. Since 2006, he has been the Managing Partner of EIR Healthcare Consultants LLC which provides consulting services to pharmaceutical companies. By way of example, in 2011 he served as an advisor to Takeda in their pre-merger planning for the integration of Nycomed s operations. Since 2017, he has served as a Partner at Signet Healthcare Partners, a growth-stage healthcare investor with aggregate capital commitments of over $400 million and investments in more than 50 companies as of August 2021. In his role as Partner and Signet Operating Executive, he has been instrumental in two successful exits for Signet. Dr. Odlaug served from 2015 to 2017 as CEO and Managing Director of Leon Nanodrugs GmbH, an early-stage nano-technology formulation company, and as a member of its Supervisory Board from 2017 to 2020. From 2017 to 2018, Dr. Odlaug also served as Executive Chairman and Acting CEO of Impopharma Inc, a provider of development services for nasal and pulmonary drug products. From 2014 to 2016, he served as a Board Member of Apicore US LLC. He was the lead of a special committee of the board that explored an exit for shareholders that ultimately resulted in the company s 2016 acquisition by Medicure. From 2013 to 2014, Dr. Odlaug served as Executive Chairman of Cedarburg Hauser Pharmaceuticals Inc, a privately held active Table of Contents pharmaceutical ingredient contract manufacturer. At Cedarburg, Mr. Odlaug was brought in to lead and coordinate the exit process, resulting in a successful sale to Albany Molecular Research Inc. in 2014. Prior to joining Signet Healthcare Partners, Dr. Odlaug served from 2011 to 2013 as Executive Chairman and CEO of Planet Biopharmaceuticals Inc., a privately held specialty pharmaceutical company focused on allergy extracts and other allergy control products and a portfolio company of Aisling Capital. At Planet, he divested the allergy control products division and led a successful 2013 sale of the allergy extract business to Ares Life Sciences. Prior to joining Planet Biopharmaceuticals, Dr. Odlaug served from 2008 to 2011 as COO, President and CEO of CyDex Pharmaceuticals Inc., a privately held portfolio company of Signet Healthcare Partners, delivering pharmaceutical products and licensing its technology based upon the Captisol drug formulation technology platform. One product highlight was the completion of the Phase II clinical study of a Captisol formulation of melphalan, now marketed as Evomela. An exit for shareholders was completed in 2011 when the company was acquired by Ligand Pharmaceuticals. From 1992 to 2006, Dr. Odlaug held roles including EVP and COO at Astellas, a global pharmaceutical company formed by the 2005 merger of Fujisawa and Yamanouchi. Under his watch at Fujisawa, the company launched three hospital products AmBisome, Adenoscan, and Mycamine, and the dermatology product Protopic. He led the team for the divestiture of the generic drug division to American Pharmaceutical Partners in 1998 as part of a successful strategy to focus on branded drugs in the USA. Prior to Astellas /Fujisawa, he held a senior leadership role at Bayer AG. Dr. Odlaug earned a PhD in Environmental Health from the University of Minnesota and an MS and BS in Biology from the University of Missouri, Kansas City. Steven Norman is our Co-President and Chief Financial Officer and has agreed to serve on our Board of Directors as an Executive Director. Mr. Norman is an experienced Asia-Pacific technology industry executive whose specialties include corporate turnarounds and growth. Mr. Norman has more than 20 years of experience as an executive and a director in the Asia-Pacific technology space. Most recently, Mr. Norman was the Founder of Growth Acumen, a consulting firm focused on helping technology and SaaS companies accelerate growth in Asia-Pacific. From 2008 to 2016, Mr. Norman served as Asia-Pacific Managing Director for Targus, the global leader in notebook cases and technology solutions where he managed all functions across 12 countries and helped grow the revenues and profits of the business significantly. From 2007 to 2011, Mr. Norman served as the Head of Strategy and Operations and then as a board member from 2008 onwards at a wagering and sports betting company in Australia. From 1993 to 2006, Mr. Norman was part of the Dell Executive Team in Asia Pacific, helping to grow the company from a startup to a multi-billion-dollar business. He helped establish the Dell China business and built the Home & Small Business Division in India. Mr. Norman is also a global thought leader in sales and marketing best practices for technology companies, having written a book on this topic. Mr. Norman completed the Wharton Advanced Management Program in 2012 and holds a Post Graduate Diploma in Management from Macquarie University. In addition, our independent Board members are expected to provide valuable guidance, technical domain expertise, financial structuring acumen and judgment regarding senior team leadership capabilities of prospective business combination targets, and to have access through their complementary individual networks to differentiated business ideas and deal opportunities. Dr. Shrijay (Jay) Vijayan, PhD has agreed to serve on our Board of Directors. Dr. Vijayan has 16 years of experience in biomedical technology commercialization during which time he has been involved in the assessment and development of a large variety of technologies, including therapeutics, diagnostics and medical devices in areas ranging from rare diseases to neurodegeneration, cancer, autoimmunity and inflammation. Dr. Vijayan has worked at both public/private institutions as well as at eminent hospitals and universities. Since 2019, Dr. Vijayan has served as Director of Innovation and Technology Commercialization at the Hospital for Special Surgery, a top ranked orthopedics hospital in the United States, where he has been closely involved with the assessment and commercialization of biologics and pharmaceuticals for autoimmune indications. From 2012 to 2014, he served as Associate Director, Innovation and Technology Transfer and later between 2014 and 2018, also as Head of Innovation and Technology Transfer at Rush University Medical Center (Rush), a nationally Table of Contents ranked academic medical center. Dr. Vijayan was closely involved in the assessment of commercialization potential of clinical assets that originated from Rush including several phase 2 assets in immuno-oncology and a women s contraceptive that completed Phase 3 clinical trials and was eventually approved by the U.S. Drug and Food Administration. In addition to the various clinical assets, Dr. Vijayan was also closely involved in the assessment of commercialization potential and licensing of technologies including therapeutics for rare diseases and neurodegenerative diseases, diagnostics for cancer and kidney diseases as well as medical devices for neurovascular diseases. From 2007 to 2012, Dr. Vijayan was Co-Founder and Director of Business Development and Scientific Affairs at Optimal Vision Corporation, a seed stage medical device company developing laser technology for treatment of Presbyopia, an aging condition where the eyes lose their ability to focus on close objects. From 2010 to 2012, Dr. Vijayan served as Director of Biomedical Licensing and Assistant Director of Technology Commercialization at Rutgers University, where he promoted innovative biomedical technologies with the goal of monetizing them through licensing transactions. While at Rutgers, Dr. Vijayan was responsible for assessment and commercialization of a large portfolio of biomedical and pharmaceutical technologies ranging from novel therapeutics for infectious diseases and cancer to biomedical engineering and novel pharmaceutical manufacturing processes. Dr. Vijayan began his career in Technology commercialization as Associate Technology Manager at the University of Illinois at Chicago ( UIC ) in 2005, and from 2006 to 2010, he served as its Technology Manager where he was involved in the assessment and commercialization of various therapeutics including those for sleep apnea, depression, and addiction. Dr. Vijayan earned a PhD in Biology from the City University of New York and an MBA from UIC. Subsequent to earning his doctoral degree, Dr. Vijayan completed post-doctoral training, conducting research in neurodegeneration, cancer, and autoimmunity at The University of Chicago. Donghyun Han, CFA has agreed to serve on our Board of Directors. Mr. Han brings over 20 years of experience as a technology investor and entrepreneur, primarily in Korea. Mr. Han has since 2016 been the Director and a Shareholder of ST Invictus Partners, a start-up advisory and investment company in Hong Kong. Since 2020, Mr. Han has been a Board Member and the Chair of the Audit Committee of Solid Inc., a KOSDAQ-listed Korean telecom equipment company with a market cap of approximately KRW375 billion (US$335 million). Since 2018, Mr. Han has served as Independent Non-Executive Director and Deputy Chair of the Audit Committee for KEB Hana Global Finance, a Hong Kong subsidiary bank of Hana Financial Group. From 2008 to 2011, he was a Senior Vice President in the Strategic Investment Department at KT Corporation, one of South Korea s largest telecommunications companies. From 2001 to 2007, Mr. Han was Partner and Head of Korea Office at SAIF, a leading Asian private equity firm that was, until its spin off in 2006, a subsidiary of Softbank Group, the Japanese multinational conglomerate holding company. From 2000 to 2001, Mr. Han was a Vice President and General Partner at Softbank Korea & Softbank Ventures Korea, the Korean arm of Softbank Group. Mr. Han obtained an MBA from the Stanford Graduate School of Business and a BA in Business Administration from Seoul National University. Hyunchan Cho has agreed to serve on our Board of Directors. Mr. Cho brings over 20 years of experience in his distinguished career in investing. Since 2019, Mr. Cho has served as a partner and the Head of Infrastructure Investment for IMM Investment, a leading Korean alternative asset investment firm. He has also since 2019 served as the CEO of ICA Asset Management, the overseas affiliate of IMM Investment. From 1999 to 2019, Mr. Cho held various positions at the International Finance Corporation ( IFC ), the private sector arm of the World Bank Group, including Director for Asia-Pacific Infrastructure and Natural Resources and Senior Country Manager for China, Korea and Mongolia. Mr. Cho obtained a PhD in Civil Engineering from the University of Tokyo, a master s degree in Civil Engineering from Stanford University, and a BS in Civil Engineering from Yonsei University in South Korea. The past performance of our management team, our board, TLGY Holdings or any of their affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will Table of Contents be able to identify a suitable candidate for our initial business combination. You should not rely on the historical record of our management teams , our board s or any of their affiliates performance as indicative of our future performance. As more fully discussed in Management - Conflicts of Interest , if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Certain of our officers and directors currently have relevant fiduciary duties or contractual obligations that may take priority over their duties to us. Our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers, or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. We do not believe that any potential conflicts would materially affect our ability to complete our initial business combination. COMPETITIVE DIFFERENTIATION Our mission is to generate attractive risk-adjusted returns for our shareholders. We intend to capitalize on the ability of our management team to identify, acquire and operate a business that will benefit from their involvement by utilizing the following differentiating factors to our advantage: Investment Expertise: decades of combined experience in private equity and venture capital investments, with dozens of successful exits and an aggregate of well over a billion USD of capital returned to investors; Sourcing: deep industry expertise and a substantial proprietary network in a wide range of market segments as both investors and operators, and a proven track record of execution in dozens of transactions; and Value Creation: operational leadership and demonstrated shareholder value-creation across multiple industries and companies. BUSINESS STRATEGY Our business strategy is to identify and complete our initial business combination with a promising global company - or a company with Asia linkages with the potential to become a global company with a focus on biopharma or consumer businesses driven by enabling technology. We will not undertake an initial business combination with any entity with principal business operations in China (including Hong Kong and Macau). Our selection process will be rooted in our founder and our team s broad network of global relationships, deep industry and operational expertise, and highly differentiated deal-sourcing and structuring expertise that we expect will provide us with a strong pipeline of potential targets. We will focus on transformational growth companies that seek value-added partners and will apply private equity style value creation post our business combination. Our founder, management team, and directors have experience in: selecting favorable target sectors based on forward-looking market dynamics; identifying and commercializing innovations with breakthrough potential in the biopharma and technology-enabled B2C sectors that have potential to fuel sustainable and profitable growth; hands-on business building, transformations, and technology implementations that offer differentiated value propositions for the entrepreneur owners and thus create proprietary deal dynamics; Table of Contents developing and executing highly focused value-creation programs to drive growth, profitability, cost reduction, and/or industry consolidation; navigating large public and private businesses through a myriad of executional challenges that stem from rapid growth, large strategic shifts, and implementation of bold and aspirational plans; advising leading companies and entrepreneurs globally on strategy, deal structuring, capital markets, domestic and cross-border M and building, guiding and /or partnering with management teams to deliver on transformative company goals. BUSINESS COMBINATION CRITERIA In line with our business strategy, we have summarized below key aspects of our business combination criteria that we believe are important in sourcing and evaluating prospective business combination targets. We will use these criteria as we evaluate acquisition targets, but we may decide to enter into our initial business combination with a business that does not meet these criteria and guidelines. Macro Tailwind and Key Enabling Trends: Our founder has a track record of identifying major industry inflection points in large growth markets as opportunities to generate additional revenue and profit generation drivers for his portfolio companies. Although China Grand Auto rode the wave of rapid industry growth of the later 2000s, we believe its business grew much faster than the market, expanding seven times in revenues and 40 times in profits within four years, largely because our founder led the shift in its business mix from low-margin car sales to profitable services and ancillary products just as consumer demand for these new business lines was taking off. Similarly, our founder decisively shifted Li Ning s core business away from generic sports fashion and leaned heavily into specialized basketball, running and e-commerce business lines just as consumer demand for these sectors was building a critical mass in China in the early 2010s. Recently, our founder has been exploring opportunities in the auto leasing and fintech segments in Asia, which have been high growth areas inside the much larger base of the growing auto finance industry. In the same vein, in addition to targeting businesses that benefit from a superior, underlying industry macro, our team will also search for major changes in market demand or industry structure that can provide unique opportunities to accelerate growth and profitability of our target companies. For instance, in the rare disease segment that is already growing at double digits and has the tailwind of favorable regulatory support, we will seek business combination targets that have innovative technology development and/or commercialization strategies that we expect will help capture market share quickly and solidify market leadership. North Asia has matured as a center for various leading-edge technology innovations, including e-commerce, fintech, crypto and artificial intelligence. We will be looking for consumer companies that are well positioned to capitalize on various technological innovations, and selectively consider B2B core technology extensions. We believe that, as these technology-enabled companies become the mainstream companies, our team has the expertise to help accelerate their market expansion with fresh ideas in breakthrough business models and operational systems. Value Creation through Transformation: While at McKinsey, Dell and TPG, our founder learned how to diagnose and construct winning business models and effective operating systems that provide meaningful competitive advantage in terms of growth drivers, cost structures, profit generation and industry restructuring. We believe that his consistent success across multiple companies and industries was due to a faithful implementation of this strategy in local growth companies whose entrepreneur management teams had managed to build outstanding businesses, but often without the benefit of senior executive training in the world s leading operations. Our founder was consistently able to accelerate the growth of local companies into industry leaders by applying breakthrough strategies and Table of Contents operational toolkits such as industry roll-up, fast fashion, Supply Chain Management ( SCM ) digitization, CRM-based direct marketing and sales, SKU optimization and product portfolio management, and Key Performance Indicator ( KPI ) driven retail productivity improvement. Hence, we will favor targets that similarly have strong businesses and management teams with innovative technologies and/or differentiated business models, but still have ample opportunities to benefit from global best-practices and proven playbooks that we will seek to bring to bear. Thus, we will tend to prefer entrepreneur founders who are open to new ideas and eager to partner with us for transformational programs. Our Co-President Steven Norman is a thought leader in sales strategies for technology businesses, both as a practitioner and advisor, and we expect that he will provide unique insights into assessing growth levers of targets during diligence and opportunities for accelerated growth following a business combination with us. Our team s extensive networks of transformational operating executives, senior executive officers, founders, venture capital and private equity sponsors give us a strong advantage in our quest to identify a transformative target company and drive its value-creation post business integration. Biopharma Expertise: We believe that an aging population and favorable regulations have supported positive growth and investment in biopharma sectors broadly, as evidenced by biopharma IPO fundraising in the United States that has increased six-fold from approximately US$3 billion in 2016 to over US$20 billion in 2020. Since the late 2010s, our founder has also successfully invested in or has worked with pioneers in the broadly defined healthcare industry, including serving as advisor to the board of a leading herbal health care products platform in Asia and investing in a promising global rare disease drug development platform. Our management team and board s experience in the biopharma industry equip us with a wealth of scientific knowledge that can be used to assess the quality of a company s underlying science, market potential, competition, drug portfolio and pipeline, and preclinical and/or clinical data, and to analyze regulatory frameworks. We will apply analytics to validate the commercial potential of target products. We will favor companies whose products have progressed sufficiently and have a clear path to fast commercialization such that we can evaluate and reduce risk in the investment. We will search for companies that have the potential to disrupt the industry, such as orphan drug platforms with efficient commercialization potential and low development risk, companies targeting central nervous system disorders with differentiated and yet credible therapeutic strategies and attractive economics, and companies that are developing aging remedies with very large addressable market applications. Our founder, Dr. Odlaug and Dr. Vijayan s combined ability to evaluate opportunities in this highly dynamic market will be our key differentiation. Technology Expertise: Our founder started his career in the technology practice of McKinsey after which he joined Internet Business Capital Corporation, an enterprise software venture capital firm, before moving to Dell Inc, a global leader in hardware, software and services. He is thus well-versed in technology application and has deployed various enabling technology tools to drive most of his corporate transformations, including digitization of SCM and operating systems and launching analytics-driven e-commerce businesses. His belief is that technology enabled companies will increasingly become the leaders in the mainstream consumer markets; he has invested in and/or worked with such companies as an innovative micro-brewery platform and a non-bank fintech platform that have compelling technological advantages. Our Co-President Steve Norman has spent decades working with a wide range of technology hardware, software and services companies, and our independent board member Donghyun Han was one of the early technology venture investors in Asia. Our combined but varied set of experiences provides a differentiated industry network and expertise that we believe will help us identify winning target companies and support them through their growth after the business combination. Table of Contents The Asia Angle: Asia is playing an increasingly important role in growth companies paths to global leadership, particularly in highly dynamic biopharma and B2C technology sectors. By virtue of our team s roots in key Asian markets, we believe that we can be helpful in expanding our targets Asia presence, whether it is with respect to finding new growth opportunities or obtaining valuable resources in Asia - and vise-versa for helping Asian companies expand into global markets. Markets around the world at times tend to be at different development cycles and have different focal points in technical innovation; clever interplay across multiple regions can provide a leg up in a race for global leadership. For example, innovations in certain sectors, such as segments of AI, gaming and Fintech, are more rapidly developing in key Asian markets and thus provide interesting cross-border cooperation opportunities. Cross-border licensing opportunities for rare disease is likewise an interesting and rapidly emerging sector in this early part of the industry cycle. Our founder and our team see interesting biopharma innovations originating in Asia where clinical trials are on the rise and certain regulators are promoting reforms in the healthcare industry. Further, there have been a number of US IPO s of companies with technology that originated in Asia. In summary, we believe that uneven development of technologies, business models and products across the world will provide us with opportunities to identify promising targets in Asia with global aspirations. However, we will not undertake an intial business combination with any entity with principal business operations in China (including Hong Kong and Macau). Public Market Benefits: We intend to seek targets that wish, with our help, to leapfrog the process of becoming mature public companies and to quickly capitalize on rapidly evolving market opportunities by accessing large and diversified pools of capital and uplifting their market positioning. We prefer situations where increased public transparency, enhanced governance and disciplined financial control would have a meaningfully positive impact on a target and to help it develop more quickly into a market leader. Historically, we believe that companies in both of our targeted sectors tend to benefit from becoming mature public market players in shorter periods of time. Our team s years of combined experience in running public companies through various growth phases and various types of capital raising can be valuable to our target companies. In addition, we believe our ability to complete an initial business combination will be enhanced by our private equity-like approach to aligning our long-term interests with those of potential target shareholders and PIPE investors. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. ABILITY TO EXTEND TIME TO COMPLETE BUSINESS COMBINATION If we anticipate that we may not be able to consummate our initial business combination within 15 months from the consummation of this offering, we may, but are not obligated to, if requested by our sponsor or its affiliates, extend the period of time to consummate a business combination up to six times by an additional one month each time for a total of up to 21 months (the Paid Extension Period ). In addition, we will be entitled to an automatic three-month extension (the Automatic Extension Period ) if we have filed a preliminary proxy statement, registration statement or similar filing for an initial business combination during the 15-month period or Paid Extension Period, to complete a business combination. In the case of the Paid Extension Period or Automatic Extension Period, public shareholders will not be offered the opportunity to vote on or redeem their Table of Contents shares if we choose to make any such paid extension or in connection with an automatic extension. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement entered into between us and our Trust Agent on the date of this prospectus, in order to avail ourselves of the Paid Extension Period to consummate our initial business combination, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each month extension $577,500, or $664,125 if the underwriters over-allotment option is exercised in full ($0.033 per share in either case), on or prior to the date of the applicable deadline. Any such payments would be made in the form of a loan. Any such time extension funding loans will be non-interest bearing and payable upon the consummation of our initial business combination. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. Up to $3,000,000 of such time extension funding loans may be convertible into private placement warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. If we do not complete a business combination, we will not repay such loans. In the event that we receive notice from our sponsor or its affiliates five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. For the avoidance of doubt, no amounts need to be deposited into the trust account for the Automatic Extension Period. Our public shareholders will not be entitled to vote or redeem their shares in connection with any such paid extension or an automatic extension. As a result, we may conduct such an extension even though a majority of our public shareholders do not support such an extension and will not be able to redeem their shares in connection therewith. CORPORATE INFORMATION Our executive offices are located at 4001 Kennett Pike, Suite 302, Wilmington, Delaware 19807, U.S.A, and our telephone number is (302) 499-4656. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. Table of Contents In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares held by non-affiliates equaled or exceeded $250 million as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our shares held by non-affiliates equaled or exceeded $700 million as of the prior June 30th. Table of Contents THE OFFERING In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors . Securities offered: 17,500,000 units (or 20,125,000 units if the underwriters over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; one-half of one detachable redeemable warrant; and a contingent right to receive distributable redeemable warrants. Proposed NASDAQ symbols: Units: TLGYU Class A Ordinary Shares: TLGY Redeemable Warrants (whether the detachable redeemable warrants or the distributable redeemable warrants): TLGYW Distribution of additional distributable redeemable warrants on the distribution date At the distribution time, we will effect a distribution of an aggregate of 4,375,000 distributable redeemable warrants on a pro-rata basis only to holders of record of Class A ordinary shares issued in this offering (whether such shares were acquired during or after this offering) that remain outstanding after we redeem any Class A ordinary shares that the holders thereof have elected to redeem in connection with our initial business combination. Public shareholders who elect to redeem their Class A ordinary shares will not receive any distribution of distributable redeemable warrants in respect of such redeemed Class A ordinary shares. The distribution of the distributable redeemable warrants in respect of a Class A ordinary share is contingent upon such share not being redeemed in connection with our initial business combination, and the number of distributable redeemable warrants to be distributed in respect of each such unredeemed Class A ordinary share will be contingent upon the aggregate number of Class A ordinary shares that are redeemed but in no event will be less than one-fourth of a distributable redeemable warrant per Class A ordinary share that is not redeemed. By way of example, if no public shareholder elect to redeem their Class A ordinary shares in connection with our initial business combination, for every four Class A ordinary shares held by a public shareholder and not redeemed, such holder would receive one distributable redeemable warrant. If half of the Class A ordinary shares issued in this offering are redeemed, for every two Class A ordinary shares held by a public shareholder and not redeemed, such holder would receive one distributable redeemable warrant. Table of Contents The contingent rights to receive distributable redeemable warrants will remain attached to our Class A ordinary shares, will not be separately transferable, assignable or salable, and will not be evidenced by any certificate or instrument. Distribution time The distribution of the distributable redeemable warrants is expected to occur immediately following the exercise of the shareholders right to redeem Class A ordinary shares in connection with our initial business combination (the initial business combination redemption time ), and immediately prior to the consummation of our initial business combination (such distribution time, the distribution time ). Trading commencement and separation of Class A ordinary shares and detachable redeemable warrants The units are expected to begin trading on or promptly after the date of this prospectus. We expect the Class A ordinary shares and detachable redeemable warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Mizuho Securities USA LLC, the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and detachable redeemable warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and detachable redeemable warrants. No fractional detachable redeemable warrants will be issued upon separation of the units and only whole detachable redeemable warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole detachable redeemable warrant. The contingent right to receive distributable redeemable warrants will not detach from our Class A ordinary shares. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and detachable redeemable warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and detachable redeemable warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Table of Contents Trading commencement of distributable redeemable warrants We expect that the distributable redeemable warrants will become tradable on the first trading day following the distribution time. Once issued, the distributable redeemable warrants will be fully fungible with the detachable redeemable warrants and will trade under the same ticker symbol. No fractional distributable redeemable warrants will be issued upon the distribution of the distributable redeemable warrants, no cash will be paid in lieu of fractional distributable redeemable warrants and only whole distributable redeemable warrants will trade. The number of Class A ordinary shares that a public shareholder must hold to receive a whole distributable redeemable warrant at the distribution time will depend on the number of Class A ordinary shares issued in this offering that remain outstanding after any redemptions of such shares in connection with our initial business combination. To the extent that any of our public shareholders elect to redeem Class A ordinary shares issued in this offering, the holders of the remaining such shares will receive a greater number of distributable redeemable warrants. The contingent right to receive such warrants will remain attached to the Class A ordinary shares sold in this offering and will not be separately transferrable, assignable or salable. Table of Contents Units: Number outstanding before this offering 0 Number outstanding after this offering 17,500,000(1) Ordinary shares: Number outstanding before this offering 5,031,250(2)(3) Number outstanding after this offering 21,875,000(1)(3) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 9,659,500(1) Number of warrants to be outstanding after this offering and the private placement 18,409,500(1)(4) Number of warrants outstanding after distribution of warrants in connection with our initial business combination 22,784,500(1)(5) Exercisability Each whole warrant offered in this offering is exercisable to purchase one Class A ordinary share. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Except as described below, the private placement warrants will be exercisable on the same terms as the redeemable warrants offered as part of the units. (1) Assumes no exercise of the underwriters over-allotment option and 656,250 founder shares are surrendered to us by our sponsor for no consideration. (2) Includes up to 656,250 founder shares that will be surrendered to us by our sponsor for no consideration depending on the extent to which the underwriters over-allotment option is exercised. (3) Comprised of 17,500,000 Class A ordinary shares included in the units to be sold in this offering and 4,375,000 Class B ordinary shares (or founder shares). Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. (4) Comprised of 8,750,000 detachable redeemable warrants included in the units to be sold in this offering and 9,659,500 private placement warrants to be sold in the private placement. (5) Includes 4,375,000 distributable redeemable warrants. Except with regard to the manner of their issuance, the detachable redeemable warrants and the distributable redeemable warrants have the same terms and, once listed, will be fungible. Table of Contents Exercise price $11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, (i) in the case of any such issuance to our initial shareholders or their permitted transferees, without taking into account any founder shares held by our initial shareholders or their permitted transferees, as applicable, prior to such issuance and (ii) without taking into account the transfer of founder shares or private placement warrants (including if such transfer is effectuated as a surrender to us and subsequent reissuance by us) by the Sponsor in connection with such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the Market Value ) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement as a result of (i) our failure to have an effective registration statement by the 60th business day after the closing of the initial business combination as described in the immediately following paragraph or (ii) our delivery of a notice of redemption Table of Contents described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the public warrants or private placement warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the public warrants and private placement warrants and to maintain a current prospectus relating to those Class A ordinary shares until such warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; Table of Contents upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last reported sale price of our Class A ordinary shares (which we refer to as the Reference Value ) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under Description of Securities Warrants Public Shareholders Warrants based on the redemption date and the fair market value of our Class A ordinary shares (as defined below); and if, and only if, the Reference Value (as defined above under Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 ) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like). The fair market value of our Class A ordinary shares shall mean the volume-weighted average price of our Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Table of Contents No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled Description of Securities Warrants Public Shareholders Warrants for additional information. Accounting for the public warrants and private warrants The public warrants, which include the detachable redeemable warrants sold as part of the units in this offering and the distributable redeemable warrants to be distributed at the distribution time and the private warrants that are to be issued concurrently with this offering will be accounted for outside of shareholders equity and included in our financial statements as a current liability measured at the estimated fair value of the total outstanding public and private warrants. In addition, at each reporting period (1) the accounting treatment of the warrants will be re-evaluated for proper accounting treatment as a liability or equity and (2) the fair value of the liability of the public and private warrants will be remeasured and the change in the fair value of the liability will be recorded as other income (expense) in our income statement. Founder shares On June 17, 2021, our sponsor paid $25,000, or approximately $0.0043 per share, to cover certain of our offering and formation costs in exchange for 5,750,000 founder shares. On August 7, 2021, our sponsor surrendered an aggregate of 718,750 founder shares for no consideration, thereby reducing the aggregate number of founder shares outstanding to 5,031,250, resulting in a purchase price paid for the founder shares of approximately $0.005 per share. Concurrent with the closing of the offering, our sponsor will transfer 30,000 Class B ordinary shares to each of our three independent directors, at an aggregate purchase price of $150, or approximately $0.005 per share. Concurrent with the closing of this offering, our sponsor will transfer 15,000 Class B ordinary shares to Centaury Management Ltd., an investor in our sponsor, at an aggregate purchase price of $75, or approximately $0.005 per share. Concurrent with the closing of this offering, our sponsor will also transfer 236,486 Class B ordinary shares to Mizuho Securities USA LLC, the representative of the underwriters, at an aggregate purchase price of $787,500, or approximately $3.33 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 20,125,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the issued and outstanding shares after this offering. Up to 656,250 of the founder shares will be surrendered for no consideration depending on Table of Contents the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering, in such amount as to maintain the ownership of our initial shareholders, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering (assuming our initial shareholders do not purchase any units in this offering). Any conversion of Class B ordinary shares described herein will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination; the founder shares are subject to certain transfer restrictions, as described in more detail below; the founder shares are entitled to registration rights; our sponsor, officers, directors, Centaury Management Ltd., and Mizuho Securities USA LLC, the representative of the underwriters, have, pursuant to written agreements with us, agreed to (i) waive their redemption rights with respect to their founder shares and (other than for the representative of the underwriters) public shares in connection with the completion of our initial business combination; (ii) waive their redemption rights with respect to their founder shares and (other than for the representative of the underwriters) public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 15 months from the closing of this offering (or up to 24 months as described in more detail in this prospectus, as applicable) or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 15 months from the closing of this offering (or up to 24 months as described in more detail in this prospectus, as applicable), although they will be entitled to liquidating distributions from the trust account with respect to any public Table of Contents shares they hold if we fail to complete our initial business combination within the prescribed time frame (as may be extended as described above); and (iv) vote any founder shares held by them and any public shares (other than for the representative of the underwriters) purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. If we submit our initial business combination to our public shareholders for a vote, we will complete our initial business combination only if we obtain an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of our ordinary shares represented in person or by proxy and entitled to vote thereon who attend and vote at a general meeting of the company. As a result, in addition to our initial shareholders founder shares, we would need 6,562,501, or 37.5%, of the 17,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised); and the founder shares are automatically convertible into our Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights. As a result of the low acquisition cost of our founder shares, our initial shareholders that hold founder shares stand to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for our public shareholders. Transfer restrictions on founder shares Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants . Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Table of Contents business combination or (2) we consummate a transaction after our initial business combination which results in our shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. Founder shares conversion and anti-dilution rights The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares, will equal, in the aggregate, 20% of the sum of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans and time extension loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Appointment of Directors; Voting Holders of record of our Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in our amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law, which requires the affirmative vote of the holders of a majority of our ordinary shares who attend and vote at a general meeting of the company is generally required to approve any matter voted on by our shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which requires the affirmative vote of the holders of a majority of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and pursuant to our amended and restated memorandum and articles of association, such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following our initial business combination, the holders of more than 50% of our ordinary shares voted for the appointment of directors can appoint all of the directors. Only holders Table of Contents of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to appoint directors may be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of the founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. If we seek shareholder approval of our initial business combination, we will complete our initial business combination only if we obtain an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of our ordinary shares represented in person or by proxy and entitled to vote thereon who attend and vote at a general meeting of the company. In such case, our sponsor, officers, directors and other initial shareholders have, pursuant to written agreements with us, agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares, we would need 6,562,501, or 37.5%, of the 17,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 9,659,500 private placement warrants (or 10,709,500 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $9,659,500 in the aggregate (or $10,709,500 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $178,500,000 (or $205,275,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. The private placement warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private placement warrants (i) will not be redeemable by us, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the Table of Contents completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. The private placement warrants are not redeemable by us if they are held by our sponsor or its permitted transferees. If we do not complete our initial business combination within 15 months from the closing of this offering (or up to 24 months as described in more detail in this prospectus), as applicable), the private placement warrants will expire worthless. Transfer restrictions on private placement warrants The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Transfers of Founder Shares and Private Placement Warrants. Proceeds to be held in trust account NASDAQ rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $178,500,000 or $205,275,000 if the underwriters over-allotment option is exercised in full ($10.20 per unit in either case), will be deposited into a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $3,500,000 in underwriting discounts and commissions payable upon the closing of this offering (or $4,025,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $2,659,500 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $6,125,000 (or up to $7,043,750 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or up to 24 months as described in more detail in this prospectus, as applicable), subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public Table of Contents shares if we have not consummated an initial business combination within 15 months from the closing of this offering (or up to 24 months as described in more detail in this prospectus, as applicable) or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate that the interest earned on the trust account will be approximately $123,550 per year, assuming an interest rate of 0.07% per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and: the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $2,059,417 in working capital after the payment of approximately $600,083 in expenses relating to this offering; and any loans or additional investments from our initial shareholders or other third parties to finance transaction costs in connection with an intended initial business combination, although they are under no obligation to advance funds or invest in us; provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such working capital loans and up to $3,000,000 of loans made to extend our time period for consummating an initial business combination (as described elsewhere in this prospectus) may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Conditions to completing our initial business combination The rules of the NASDAQ and our amended and restated memorandum and articles of association require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the Table of Contents determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), or if we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. Additionally, pursuant to NASDAQ rules, any business combination must be approved by a majority of our independent directors until the 80% of net assets test described above is satisfied. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the transactions together as our initial business combination for purposes of seeking shareholder approval or conducting a tender offer, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may Table of Contents purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and the NASDAQ rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Effecting Our Initial Business Combination Permitted Purchases of Our Securities. for a description of how our sponsor, initial shareholders, directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. Our sponsor, initial shareholders, directors, officers, advisors or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.20 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers, directors, Centaury Management Ltd., and the representative of the underwriters have, pursuant to written agreements with us, agreed to waive their redemption rights with respect to their founder Table of Contents shares and (other than for the representative of the underwriters) any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on the NASDAQ, we will be required to comply with the NASDAQ s shareholder approval rules. The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NASDAQ. Such provisions may be amended by special resolution if approved by holders of at least 66.66% of our ordinary shares entitled to vote thereon. If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek shareholder approval, we will complete our initial business combination only if we obtain an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of our ordinary shares represented in person or by proxy and entitled to vote thereon who attend and vote at a general meeting of the company. A quorum for such meeting will be present if the holders of one-third of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our initial Table of Contents shareholders will count toward this quorum and, our sponsor, officers, directors, Centaury Management Ltd., and the representative of the underwriters have, pursuant to written agreements with us, agreed to vote their founder shares and any public shares (other than for the representative of the underwriters) purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders founder shares, we would need 6,562,501, or 37.5%, of the 17,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. Table of Contents We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares. Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Table of Contents Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Table of Contents Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association provide that we will have only 15 months from the closing of this offering (or up to 24 months as described in more detail in this prospectus, as applicable) to complete our initial business combination. If we do not complete our initial business combination within such period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 15-month (or up to the 24-month as described in more detail in this prospectus, as applicable) time period. Our sponsor, officers, directors, Centaury Management Ltd., and the representative of the underwriters have, pursuant to written agreements with us, waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 15 months from the closing of this offering (or up to 24 months as described in more detail in this prospectus, as applicable). However, if our initial shareholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 15-month (or up to the 24-month as described in more detail in this prospectus, as applicable) time period. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 15 months from the closing of this offering (or up to 24 months, as applicable as described in more detail in this prospectus) and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Ability to extend time to complete business combination Our sponsor, officers, directors and Centaury Management Ltd. have agreed, pursuant to a letter agreement, that they will not propose any Table of Contents amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or up to 24 months as described in more detail in this prospectus, as applicable) or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described above under Limitations on redemptions. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal, and in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. Limited payments to insiders There will be no finder s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account: Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to our sponsor of $15,000 per month for office space, utilities, secretarial and administrative support services provided to us; Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; Payment of a monthly fee of $3,000 to each of our co-presidents beginning upon the successful completion of our initial public offering; and Repayment of non-interest bearing loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers Table of Contents and directors to finance transaction costs in connection with an intended initial business combination or to extend our time period for consummating an initial business combination. Up to $1,500,000 of such working capital loans and up to $3,000,000 of loans made to extend our time period for consummating an initial business combination (as described elsewhere in the prospectus) may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Audit Committee We will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. Table of Contents RISKS We are a blank check company that has conducted no operations and has generated no revenues to date. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors, including, among others, the following: We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. Our independent registered public accounting firm s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent and ongoing COVID-19 pandemic. As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. If you elect to exercise your redemption rights with respect to your Class A ordinary shares, you will be deemed to have tendered your contingent rights to received distributable redeemable warrants for no additional consideration, and as a result are not entitled to receive any distribution of distributable redeemable warrants in respect of such redeemed public shares. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. Table of Contents The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. Unlike other blank check companies, we may extend the time to complete an initial business combination by up to six months for paid extension. In addition, we will be entitled to an automatic extension of three months if we have filed a preliminary proxy statement, registration statement or similar filing for an initial business combination during the 15-month period or Paid Extension Period without a shareholder vote or your ability to redeem your shares. The requirement that we complete our initial business combination within the prescribed timeframe may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Our founder, officers and directors presently have, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Our founder, officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/TMCI_treace_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/TMCI_treace_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/TMCI_treace_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/TMCWW_tmc-the_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/TMCWW_tmc-the_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4c60c8ba72693de68adf11ad2437a0ea5ccf75b1
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/TMCWW_tmc-the_prospectus_summary.txt
@@ -0,0 +1,129 @@
+SUMMARY OF THE PROSPECTUS
+
+ This summary highlights selected information included in this prospectus and does not contain all of the information that may be important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included in this prospectus. Before making your investment decision with respect to our securities, you should carefully read this entire prospectus, including the information under Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements included elsewhere in this prospectus.
+
+ The Company
+
+ We are a deep-sea minerals exploration company focused on the collection, processing and refining of polymetallic nodules found on the seafloor of the Clarion Clipperton Zone of the Pacific Ocean (the CCZ ). The CCZ is a zone of abyssal plains and other formations in the Eastern Pacific Ocean, with a length of around 4,500 miles (7,240 km) that spans approximately 4,500,000 square kilometers (1,700,000 sq mi). Polymetallic nodules sit unattached to the seafloor and are located in significant quantities on the seafloor of the CCZ, have high concentrations of nickel, manganese, cobalt and copper in a single rock. Our subsidiaries Nauru Ocean Resources Inc. ( NORI ) and Tonga Offshore Mining Limited ( TOML ) possess the exclusive exploration rights to regions within the CCZ and operate under the effective supervision, regulation and sponsorship of the Republic of Nauru ( Nauru ) and the Kingdom of Tonga ( Tonga ), respectively. These metals are the main raw material inputs into lithium NMC (nickel-manganese-cobalt) battery cathodes and electric wiring often used in electric vehicles ( EV ) and energy storage. We have identified the potential to recover metals from polymetallic nodules to support increasing demand from battery and electric vehicle production through the development of a process that produces metals from the polymetallic nodules with near-zero solid processing waste. We have a dual mission: (1) to supply metals for the clean energy transition with low environmental and social impact; and (2) to accelerate the transition to a circular metal economy. The primary application of our mission is to solve the primary metal supply problem required for the manufacture of EV batteries.
+
+ Background and Business Combination
+
+ The Company was originally known as Sustainable Opportunities Acquisition Corp. ( SOAC ). On September 9, 2021 (the Closing Date ), we consummated a business combination (the Business Combination ) pursuant to the terms of the business combination agreement dated as of March 4, 2021 (the Business Combination Agreement ) by and among SOAC, 1291924 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia, Canada ( NewCo Sub ), and DeepGreen Metals Inc., a company existing under the laws of British Columbia, Canada ( Legacy DeepGreen ). In connection with the Business Combination, SOAC changed its name to TMC the metals company Inc. ( TMC ).
+
+ Prior to the Effective Time (as defined below), SOAC migrated and was continued from the Cayman Islands to British Columbia, Canada and was domesticated as a company existing under the laws of British Columbia, pursuant to Part XII of the Cayman Islands Companies Act (as Revised) and Part 9, Division 8 of the Business Corporations Act (British Columbia) (the BCBCA ) (such continuance, the Continuance ). As a result and upon the consummation of the Continuance, (i) the identifying name of the Class A ordinary shares of SOAC, par value $0.0001 per share (the Class A ordinary shares ), and Class B ordinary shares of SOAC, par value $0.0001 per share (the Class B ordinary shares ), were changed to common shares of the Company (the Common Shares ) and the Class A ordinary shares and Class B ordinary shares were changed from shares with par value to shares without par value; (ii) the rights and restrictions attached to the renamed Class A ordinary shares and Class B ordinary shares of SOAC were deleted and the shares have the rights and restrictions attached to the Common Shares, as described in the notice of articles and articles of the Company; (iii) the number of authorized Common Shares were unlimited; (iv) each issued and outstanding whole warrant to purchase one Class A ordinary share automatically represented the right to purchase one Common Share at an exercise price of $11.50 per share on the terms and conditions set forth in the SOAC warrant agreement; (v) the notice of articles and articles of TMC became the governing documents of the Company; and (vi) SOAC s name changed to TMC the metals company Inc. 
+
+ On the Closing Date, promptly following the Continuance, pursuant to a court-approved plan of arrangement (the Plan of Arrangement, and the arrangement pursuant to such Plan of Arrangement, the Arrangement ) under the BCBCA, (i) SOAC acquired all of the issued and outstanding common shares in the capital of DeepGreen 
+
+ 
+
+ 6
+
+ Table of Contents
+
+ 
+ (the DeepGreen Common Shares ); (ii) the shareholders and the optionholders of DeepGreen became entitled to receive at the Effective Time, in exchange for their DeepGreen Common Shares and options to purchase DeepGreen Common Shares, as applicable, an aggregate of (a) 229,162,651 Common Shares (which includes Common Shares underlying options) based on an Adjusted Equity Value (as defined in the Business Combination Agreement) immediately prior to the Effective Time of $2,291,628,539, (b) 4,999,973 Class A Special Shares (which includes Class A Special Shares underlying options), (c) 9,999,853 Class B Special Shares (which includes Class B Special Shares underlying options), (d) 9,999,853 Class C Special Shares (which includes Class C Special Shares underlying options ), (e) 19,999,855 Class D Special Shares (which includes Class D Special Shares underlying options), (f) 19,999,855 Class E Special Shares (which includes Class E Special Shares underlying options), (g) 19,999,855 Class F Special Shares (which includes Class F Special Shares underlying options), (h) 24,999,860 Class G Special Shares (which includes Class G Special Shares underlying options), and (i) 24,999,860 Class H Special Shares (which includes Class H Special Shares underlying options), in each case, in the capital of the Company, each of which Special Share is automatically convertible into Common Shares on a one-for-one basis (unless adjusted as described herein) if certain Common Share price thresholds are met as described herein (collectively, the DeepGreen Earnout Shares ); (iii) DeepGreen became a wholly-owned subsidiary of the Company; and (iv) DeepGreen and NewCo Sub amalgamated to continue as one unlimited liability company existing under the laws of British Columbia, Canada. In addition, we assumed the Allseas Warrant which became a warrant to purchase our Common Shares upon the consummation of the Business Combination, in accordance with its terms. As a consequence of the Business Combination, each option to purchase DeepGreen Common Shares, whether vested or unvested, that was outstanding immediately prior to the Effective Time was assumed by the Company and became an option (vested or unvested, as applicable) to purchase a number of Common Shares equal to the number of DeepGreen Common Shares subject to such option immediately prior to the Effective Time multiplied by the Per Share Consideration (as defined in the Business Combination Agreement), rounded down to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by the Per Share Consideration, rounded up to the nearest whole cent. The time that the Arrangement became effective is referred to as the Effective Time. 
+
+ Immediately following the Continuance and prior to the Effective Time, Sustainable Opportunities Holdings LLC, a Delaware limited liability company (the Sponsor ), exchanged 741,000 Common Shares (which consisted of the SOAC Class B ordinary shares prior to the Continuance) for 500,000 Class I Special Shares (the Class I Special Shares ) and 741,000 Class J Special Shares, each of which is automatically convertible into Common Shares on a one-for-one basis if certain Common Share price thresholds are met as described herein (the Class J Special Shares and, together with the Class I Special Shares, the Sponsor Earnout Shares and, collectively with the DeepGreen Earnout Shares, the Special Shares ).
+
+ In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, SOAC entered into Subscription Agreements (the Subscription Agreements ) with certain investors (the PIPE Investors ), pursuant to which the PIPE Investors agreed to purchase an aggregate of 11,030,000 Common Shares at a purchase price of $10.00 per share, for aggregate gross proceeds of $110,300,000 (the PIPE Financing ). The PIPE Financing closed concurrently with the Business Combination. SOAC also entered into Subscription Agreements for an aggregate of 22,000,000 Common Shares, for a purchase price of $10.00 per share and an aggregate purchase price of $220,000,000 with two investors who defaulted on the Closing Date under the Subscription Agreements. The Company is aggressively pursuing its available remedies with respect to both investors.
+
+ The total number of Common Shares outstanding immediately following the Closing was approximately 224,385,324 comprising (i) 203,874,981 Common Shares issued to DeepGreen shareholders, (ii) 11,030,000 Common Shares issued in connection with the Closing to the PIPE Investors pursuant to the PIPE Financing, (iii) 6,759,000 Common Shares held by the initial shareholders (which includes the Sponsor, Rick Gaenzle, Isaac Barchas and Justin Kelly, the initial shareholders ) and (iv) 2,721,343 Common Shares held by public shareholders, reflecting redemptions of 27,278,657 Class A ordinary shares.
+
+ Stock Exchange Listing
+
+ Common Shares and Public Warrants are listed for trading on Nasdaq under the symbols TMC and TMCWW , respectively.
+
+ 
+
+ 7
+
+ Table of Contents
+
+ 
+ Summary of Risk Factors
+
+ Investing in our securities involves risks. You should carefully consider the risks described in Risk Factors beginning on page 13 before making a decision to invest in our Common Shares. If any of these risks actually occurs, our business, financial condition and results of operations would likely be materially adversely affected. Some of the risks related our business and industry are summarized below.
+
+ References in the summary below to we , us , our and the Company refer to TMC and its subsidiaries.
+
+ Our key exploration activities are, and our development activities are expected to be, undertaken primarily by our subsidiaries NORI and TOML, which are sponsored by Nauru and Tonga, respectively, and which require the continued sponsorship of those countries for such subsidiaries business operations. If either country ceases such sponsorship, NORI or TOML would need to seek sponsorship elsewhere, which could impact our operations as a group. Furthermore, changes in government regulation and political instability within these areas could impact our mineral exploration and future prospects in the CCZ.
+
+ Our business relies on the ability of NORI and TOML, as applicable, to obtain approval for necessary contracts to collect polymetallic nodules granted by the International Seabed Authority ( ISA ), among other regulators. The failure to obtain such approvals could disrupt or prohibit our operations.
+
+ Our success will depend on our ability to attract skilled operators, maintenance technicians, engineers and other personnel required to operate our business. In the event that we are unable to hire, train and retain the necessary number of skilled technicians, engineers and other personnel, there could be an adverse impact on our labor costs and our ability to reach anticipated production levels in a timely manner, which could have a material adverse effect on our results of operations. Our exploration, collecting, and processing activities are subject to laws, rules, regulations, environmental requirements, taxation and other policies that are subject to change and that may significantly impact our business, financial condition, liquidity and viability of operations.
+
+ We may be subject to potential risks and liabilities associated with pollution of the environment that could occur as a result of exploration, development, production and processing activities. Such liabilities may impact the performance of our business or may require us to suspend our operations.
+
+ Seafloor polymetallic nodules have never been commercially exploited. Mineral resource exploration is highly speculative and characterized by a number of significant risks including suitable equipment and favorable sea and climate conditions. We cannot guarantee that minerals will be discovered in sufficient grade or quantities to be commercially viable.
+
+ Until mineral reserves and mineral resources are actually collected and processed, we must rely upon estimated calculations for the mineral resources and grades of mineralization in contract areas and estimated equipment production rates and collection efficiency, which might prove to be materially inaccurate and thus have an adverse impact on projections for our future revenues, cash flows, royalties, and development and operating expenditures.
+
+ Any polymetallic nodules that we recover will require specialized treatment and processing on high value equipment, which we may not be able to develop or which may not provide the projected metal recovery rates at the estimated project capital and operating costs, which could impact projections for our future revenues, cash flows, royalties, and development and operating expenditures.
+
+ Our exploring, project development and future collecting, processing and refining operations involve many hazards and uncertainties which could result in damage to, or destruction of, production facilities, personal injury or death, environmental damage, delays in processing, increased production costs, asset write downs, monetary losses and legal liability, all of which could have an adverse effect on our business.
+
+ We have a limited operating history and cannot provide assurance of profitability in the future. Our actual operating costs on a commercial scale may differ significantly from those that have been anticipated.
+
+ 
+
+ 8
+
+ Table of Contents
+
+ 
+ We rely on existing and future strategic relationships to successfully explore, collect, process and refine polymetallic nodules. There can be no assurance that we will be able to continue to maintain and develop such relationships.
+
+ The profitability of our nodule collecting and processing will be significantly affected by changes to the market price, demand and taxation of battery metals and manganese as well as the cost of power, petroleum fuels, and oil.
+
+ We may become subject to legal proceedings as well as pressure and lobbying from non-governmental organizations, particularly with respect to environmental concerns, which may cause significant disruption to our business.
+
+ Offshore operations could be interrupted by non-governmental organizations or subject to piracy, which in the absence of strong enforcement by regulators, could negatively impact our ability to operate.
+
+ We have identified material weaknesses in our internal control over financial reporting which, if not corrected, could affect the reliability of our consolidated financial statements and have other adverse consequences.
+
+ Our business is subject to a variety of risks, some of which may not be covered by existing or future insurance policies, which may reduce or eliminate any future profitability and a decline in the value of our securities.
+
+ The COVID-19 pandemic has and could continue to materially impact aspects of our business, including increasing the cost of operations and reducing employee productivity, limiting travel of personnel, adversely affecting the health and welfare of personnel, or preventing or delaying important third-party service providers from performing normal and contracted activities crucial to the operation of our business.
+
+ Our ability to generate revenue will be diminished if we are unable to compete with substitutions for the minerals that we intend to process.
+
+ We rely on third parties to conduct independent analyses with respect to our business, and any inaccuracies in such analyses could have a material adverse effect on our collecting and development objectives.
+
+ The metals contained in the minerals that we intend to collect, process and refine are contemplated to be used in batteries for electric vehicles and energy storage; wiring, steel and manganese alloys. While we may identify other uses for the minerals we collect, the immediate growth of our business is correlated with the demand for electric vehicles, energy storage, wiring, steel and manganese alloys, which may not develop as expected.
+
+ Our continuing exploration is capital intensive and may depend on our ability to obtain necessary financing or cause the business to incur debt. There is no assurance that we will be successful in obtaining the required financing for our operations or be able to satisfy any resulting debt obligations.
+
+ There exist certain negative perceptions related to acquiring metals produced from deep-sea minerals. Some market proponents have recently expressed opposition to acquiring deep-sea derived metals, and if this position gains broad traction in the marketplace for EV and Battery metals, it could have a material impact on our business and operations.
+
+ Our business is capital intensive, and we may be required to raise additional funds in the future to accomplish our objectives.
+
+ Corporate Information
+
+ SOAC was incorporated on December 18, 2019 as a Cayman Islands exempted company limited by shares and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
+
+ 
+
+ 9
+
+ Table of Contents
+
+ 
+ On May 8, 2020, SOAC consummated an initial public offering of 30,000,000 units at an offering price of $10.00 per unit, and a private placement with Sponsor of 9,500,000 Private Placement Warrants at an offering price of $1.00 per warrant.
+
+ DeepGreen was incorporated under the laws of the Province of British Columbia, Canada in 2011.
+
+ On September 9, 2021, SOAC and DeepGreen completed the Business Combination, which included the migration and continuance of SOAC from the Cayman Islands to British Columbia, Canada and the acquisition by SOAC of all of the issued and outstanding common shares in the capital of DeepGreen in exchange for Common Shares and Special Shares, whereby DeepGreen became a wholly-owned subsidiary of the Company; and DeepGreen and NewCo Sub amalgamated to continue as one unlimited liability company existing under the laws of British Columbia, Canada, pursuant to a court-approved plan of arrangement under the BCBCA. As a result, DeepGreen became a wholly owned subsidiary of SOAC, SOAC s corporate name was changed to TMC the metals company Inc. and the business of DeepGreen became the business of the Company.
+
+ TMC s principal executive offices are located at 595 Howe Street, 10th Floor, Vancouver, British Columbia V6C 2T5, and its telephone number is (574) 252-9333. TMC does not have a physical office in Vancouver, British Columbia, its directors and executive officers work remotely in various countries around the world, and the Vancouver, British Columbia address disclosed as its principal executive office has been provided because it is TMC s records office required under the BCBCA.
+
+ Emerging Growth Company
+
+ Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with those of another public company that is not an emerging growth company or is an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
+
+ We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of SOAC s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates is $700 million or more as of the end of that fiscal year s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company have the meaning associated with it in the JOBS Act.
+
+ 
+
+ 10
+
+ Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/TRSO_transuite_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/TRSO_transuite_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..230cdc6cfd3d9dee90b96b563520a34f69595e62
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/TRSO_transuite_prospectus_summary.txt
@@ -0,0 +1,101 @@
+PROSPECTUS SUMMARY
+ 
+ This summary highlights material information appearing elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. This summary may not contain all the information you should consider before investing in our common stock. You should carefully read this prospectus in its entirety before investing in our common stock, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes included elsewhere in this prospectus. 
+ 
+ Our management has determined that it is in our best interests to become a reporting company under the Securities and Exchange Act of 1934 as amended ( Exchange Act ),
+ 
+
+ 6 
+ 
+
+ and endeavor to establish a public trading market for our common stock on the OTCQB. Our management believes that establishing a public market: (i) will increase our profile as an active company in the licensing of our planned translation 
+ 
+
+ platform, giving us greater identity and recognition: and (ii) will make it easier for us to attract capital, which we need to expand our business. There is no assurance that we will accomplish any of the foregoing goals and prospective investors are cautioned to carefully read the risk factors set forth herein prior to making an investment decision.
+ 
+ Abbreviations
+ 
+ Unless the context otherwise requires, we use the terms we , us and our in this prospectus to refer to TRANSUITE.ORG INC., Inc., a Nevada incorporated entity.
+ 
+ Our Chief Executive Officer, Michal Wisniewski is referred to herein as Michal Wisniewski .
+ 
+ 
+ Overview
+ 
+ We are developing our Translation Platform (the Platform ) to regular users and/or small business for an annual license fee and/or a percentage of profits. Our Platform is going to be a cloud-based marketplace that can be accessed by a web browser on any kind of device that allows end-users to socially connect with translators that offer appropriate services in order to discuss suitable conditions of cooperation. 
+ 
+ Our mission is to give freelance translators the power to build their portfolios and databases and community connections online through our Platform, which is geared to professionals that wish to maintain, improve and expand their connections and to learn, share, market and sell their translation services online. 
+ 
+ 
+ Corporate Background
+ 
+ We were incorporated under the laws of the state of Nevada on June 15, 2018. 
+ 
+ Where You Can Find Us
+ 
+ Our principal executive office and mailing address is Al. Jerozolimskie 85 lok. 21 02-001 Warsaw, Poland. Our telephone number is +48732100862.
+ 
+ 
+
+ Our Website
+ 
+ Our website is located at http://transuite.org. 
+ 
+
+ 7
+ 
+ Risk Factors
+ 
+ Our business is subject to numerous risks described in the section entitled Risk Factors and elsewhere in this prospectus. You should carefully consider these risks before making an investment. Some of these risks include:
+ 
+ 
+ 
+
+ 
+ Our independent registered public accounting firm has issued a going concern opinion; there is substantial uncertainty that we will continue operations in which case you could lose your investment.
+
+ 
+
+ 
+ Our Translation Platform technology may become obsolete which could materially adversely affect our ability to license our Platform and generate revenue from it.
+
+ 
+
+ 
+ If we lose key management, our business may materially suffer.
+
+ 
+
+ 
+ We expect to incur substantial expenses to meet our reporting obligations as a public company.
+
+ 
+
+ 
+ Because our Chief Executive Officer/Chief Financial Officer has no experience managing an SEC Reporting Company this could adversely impact our ability to comply with the reporting requirements of US securities laws.
+
+ 
+
+ 
+ Our ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements.
+
+ 
+
+ 
+ 
+
+ 
+ Because we do not intend to pay any dividends on our common stock, investors seeking dividend income or liquidity should not purchase shares of our common stock in this offering.
+
+ 
+
+ 
+ 
+ 
+ Our Chief Executive Officer, who is also our Chief Financial Officer and 
+ Director owns a significant percentage of our outstanding voting securities, which will enable them to control corporate actions submitted for shareholder approval.
+
+ 
+
+ 
+ 8
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/TYRA_tyra_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/TYRA_tyra_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/TYRA_tyra_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/ULIX_ulixe-corp_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/ULIX_ulixe-corp_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..443c629539b7397f5a5eefa83a1edf676a7afdf0
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/ULIX_ulixe-corp_prospectus_summary.txt
@@ -0,0 +1,166 @@
+PROSPECTUS
+SUMMARY
+
+ 
+
+THE
+FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE
+ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK. ALL FINANCIAL INFORMATION IS STATED IN UNITED
+STATES DOLLARS UNLESS OTHERWISE SPECIFIED. OUR FINANCIAL STATEMENTS ARE PREPARED IN ACCORDANCE WITH ACCOUNTING PRINCIPALS GENERALLY
+ACCEPTED IN THE UNITED STATES.
+
+ 
+
+You
+should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different
+information. This prospectus is neither an offer to sell, nor is it seeking an offer to buy, these securities in any state where
+the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover,
+but the information may have changed since that date.
+
+ 
+
+We
+were incorporated on November 18, 2020 under the laws of the state of Wyoming. We are a development stage company that is currently
+developing a ride-hailing and food delivery computer and mobile device application known as "WarpSpeedTaxi". A ride-hailing
+service, also known as app-taxi, e-taxi, or a mobility service provider, is a service that, via websites and mobile apps, matches
+passengers with drivers of vehicles for hire that are not licensed taxi drivers. The computer application that we are developing
+is intended to provide travelers with convenient door-to-door transport that leverages smart mobility platforms to connect drivers
+with passengers and lets drivers use their personal vehicles. Ride-hailing, like a traditional taxi service, facilitates drivers
+providing rides to customers for a fee. However, ride-hailing offers additional capabilities, such as efficient pricing tools,
+matching platforms, rating systems, and food delivery. We anticipate that we will need to spend an additional $10,000 in order
+to complete the computer application.
+
+ 
+
+From
+our inception on November 18, 2020 until the date of this filing we have had limited operating activities, primarily consisting
+of the incorporation of our company, the initial equity funding by parent company and our directors, and the acquisition of the
+WarpSpeed Taxi computer application. We received our initial funding of $24,100 through the sale of shares of common stock to
+our parent company, Cyber Apps World Inc., as well as one of our directors.
+
+ 
+
+As
+a development-stage company, we have not realized any revenues to date and our accumulated deficit as of December 31, 2020 is
+$1,150. To date, we have raised an aggregate of $24,100 through the sale of our common stock to related parties. Proceeds from
+these sales will be used to fund this offering and for working capital. Our independent auditor has issued an audit opinion with
+respect to our financial statements for the period ended December 31, 2020, which includes a statement expressing substantial
+doubt as to our ability to continue as a going concern. Our principal offices are located at 9436 W. Lake Mead Blvd., Ste. 5-53,
+Las Vegas NV 89134-8340. Our telephone number is 702-805-0632 and our email address is info@warpspeedtaxi.com.
+
+ 
+
+In
+order to complete the development of our computer application, we will require approximately an additional $10,000. From the date
+that we secure this financing, we anticipate that we will be able to launch the application in the United States and commence
+offering ride-hailing services within 12 months. However, this assumes that we do not encounter any delays in testing our application.
+We will also require additional funding in order to expand our business operations.
+
+ 
+
+Investors
+must be aware that we do not have sufficient capital to independently finance our own plans. We have no plans, arrangements
+or contingencies in place in the event that we cease operations, in which case investors would likely lose their entire investment.
+
+ 
+
+This
+is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter.
+Our directors will be solely responsible for selling shares under this offering and no commission will be paid to them on any
+sales.
+
+ 
+
+There
+has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained.
+Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration
+statement relating to this prospectus, we will seek to have a market maker file an application with FINRA for our common stock
+to be eligible for trading on the OTC Markets quotation system. We do not have an arrangement in place for a market maker to file
+such and application and there is no guarantee that we will be able to find one to do so.
+
+ 
+
+ 
+
+ 1
+
+ 
+
+ 
+
+ 
+
+ 
+
+The
+Offering:
+
+ 
+
+ Securities offered:
+ 
+ Up to 25,000,000 shares of our common stock,
+ par value $0.0001 per share.
+
+ 
+ 
+ 
+
+ Offering price:
+ 
+ $0.02
+
+ 
+ 
+ 
+
+ Duration of offering:
+ 
+ The 25,000,000 shares of common stock are being
+ offered for a period of 180 days.
+
+ 
+ 
+ 
+
+ Net proceeds to us:
+ 
+ $500,000, assuming the maximum number of shares
+ sold. Such $500,000 in gross proceeds does not account for the offering expenses in this offering. See the section entitled
+ "Use of Proceeds" for further information.
+
+ 
+ 
+ 
+
+ Market for the common shares:
+ 
+ There
+ is no public market for our shares. Our common stock is not traded on any exchange or on the over-the-counter market.
+ After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file
+ an application with the Financial Industry Regulatory Authority for our common stock to eligible for trading on OTC Markets
+ quotation system. We do not yet have a market maker who has agreed to file such application.
+
+ 
+
+ There
+ is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser
+ of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so
+ when eligible for public resale.
+
+ 
+ 
+ 
+
+ Shares outstanding prior to offering:
+ 
+ 241,000,000
+
+ 
+ 
+ 
+
+ Shares outstanding after offering:
+ 
+ 266,000,000, assuming the entire offering is
+ sold.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/UNCY_unicycive_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/UNCY_unicycive_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2bc09b8b8ff0279086dbcc75bd6b6bfca14296f8
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/UNCY_unicycive_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1 RISK FACTORS 7 INFORMATION REGARDING FORWARD-LOOKING STATEMENTS 35 INDUSTRY AND MARKET DATA 36 USE OF PROCEEDS 37 DIVIDEND POLICY 37 CAPITALIZATION 38 DILUTION 39 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 41 BUSINESS 49 MANAGEMENT 72 EXECUTIVE AND DIRECTOR COMPENSATION 76 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 83 PRINCIPAL STOCKHOLDERS 85 DESCRIPTION OF CAPITAL STOCK 86 SHARES ELIGIBLE FOR FUTURE SALE 90 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK 91 UNDERWRITING 94 LEGAL MATTERS 100 EXPERTS 100 WHERE YOU CAN FIND MORE INFORMATION 100 INDEX TO FINANCIAL STATEMENTS F-1 We have not, and the underwriters have not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give to you. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. You should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of these securities. All trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are referred to without the and TM symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. PROSPECTUS SUMMARY The following summary highlights selected information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. It does not contain all the information that may be important to you and your investment decision. You should carefully read this entire prospectus, including the matters set forth under
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/UWMC-WT_uwm_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/UWMC-WT_uwm_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0fc72d926baab598f34ed0feef3b11cf2291161b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/UWMC-WT_uwm_prospectus_summary.txt
@@ -0,0 +1 @@
+Summary of the Prospectus 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/VALN_valneva-se_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/VALN_valneva-se_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/VALN_valneva-se_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/VMEO_vimeo-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/VMEO_vimeo-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/VMEO_vimeo-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/WAVE_eco-wave_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/WAVE_eco-wave_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/WAVE_eco-wave_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/WEAV_weave_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/WEAV_weave_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..974c4ed68968b06c895dfd7fa29a9e849c741e62
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/WEAV_weave_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our common stock. You should carefully consider, among other things, our consolidated financial statements and related notes and the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this prospectus. Our Mission We are for small business. Our mission is to enable small businesses everywhere to unify, modernize and personalize every customer interaction. Overview We are a leading all-in-one customer communications and engagement software platform for small and medium-sized businesses. We are creating a world where SMB entrepreneurs can utilize state-of-the-art technology to transform how they attract, communicate and engage customers, grow their business and realize their dreams. Our platform enables entrepreneurs to maximize the value of their customer interactions and minimize the time and effort spent on manual or mundane tasks. In a similar way to how the smartphone has transformed the manner in which we live our daily lives, our platform changes the way SMBs manage their businesses. We are the smartphone for small business . We have democratized powerful communications and engagement capabilities previously only available to enterprises, made them intuitive and easy to use and put them in one place always within reach of the SMB. Our cloud-based software platform streamlines the day-to-day operations of running a small business. We offer an all-in-one platform spanning all forms of communications and customer engagement ranging from answering phones, to scheduling appointments, to sending text reminders, to requesting client reviews, to collecting payments, to sending email marketing campaigns. We bring small businesses and the people they serve closer together by unifying, modernizing and personalizing all customer interactions. Our platform helps improve communications, attract more customers, keep customers engaged and increase overall retention. Small businesses are the backbone of the world economy. In the United States alone, an estimated 32.3 million businesses (including sole proprietorships) or 99% of all businesses were SMBs in 2018, according to the Census Bureau's Statistics of U.S. Businesses. Locally-owned businesses are linked to higher income growth and lower levels of poverty. U.S. SMBs employed 61.2 million people, or 46.8% of the private workforce, in 2018, according to the Census Bureau's 2018 Statistics of U.S. Businesses. SMBs are solving problems, creating value and improving the communities in which they operate. Furthermore, SMBs collectively represent a significant market opportunity. IDC forecasts North American SMB information technology (IT) spending to grow to $236 billion in 2025, up from $159 billion in 2020. However, SMBs face meaningful challenges. Consumer demands are constantly changing and SMBs find it difficult to keep up. Customers increasingly expect seamless purchasing and interaction experiences on devices and services that they are accustomed to using in their everyday lives. Personalized customer interactions should be a key differentiator for the locally-owned SMB however, SMB entrepreneurs often lack the technology solutions to solve these problems. For many SMBs, the core infrastructure underlying their customer communications system is an outdated telephone system and manual processes ill-suited to their needs. SMBs need a set of effective digital tools to transform their businesses, but are forced to instead deploy an inefficient, point solution patchwork to address their important business requirements. This patchwork consists of a combination of numerous standalone products that each addresses one specific element of the broader problem, but does not provide a comprehensive solution. This point solution patchwork is overly complex, expensive and disjointed and does not provide industry specific functionality. Furthermore, SMBs have been largely The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, Dated November 9, 2021. 5,000,000 Shares Weave Communications, Inc. Common Stock This is an initial public offering of shares of common stock of Weave Communications, Inc. All of the shares of our common stock are being sold by us. Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $25.00 and $28.00. We have applied to list our common stock on the New York Stock Exchange under the symbol WEAV . We are an emerging growth company as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in the future. See Risk Factors beginning on page 22 to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per ShareTotal Initial public offering price $$ Underwriting discount(1) $$ Proceeds, before expenses, to Weave Communications, Inc. $$ ______________ (1)See Underwriting for a description of the compensation payable to the underwriters. At our request, the underwriters have reserved up to 5% of the shares of common stock offered by this prospectus for sale, at the initial public offering price, to certain individuals associated with us. See the section titled Underwriting Directed Share Program. To the extent that the underwriters sell more than 5,000,000 shares of common stock, the underwriters have the option to purchase up to an additional 750,000 shares from us at the initial public offering price less the underwriting discount. Certain entities affiliated with Pelion Ventures VI, L.P. and Crosslink Capital, each a beneficial holder of more than 5% of our capital stock and affiliated with a member of our board of directors, and certain entities affiliated with Lead Edge Capital IV, a beneficial holder of more than 5% of our capital stock (collectively with the entities affiliated with Pelion Ventures VI, L.P. and Crosslink Capital, the Prospective Investors ), have indicated an interest in purchasing up to an aggregate of approximately $20.0 million of our common stock offered in this offering at the initial public offering price. These indications of interest have been made severally and not jointly. In addition, the Prospective Investors, to the extent they elect to purchase any shares of our common stock in this offering, will enter into lock-up agreements on substantially the same terms as the lock-up agreements entered into by the holders of our common stock, which would prohibit the sale of any shares of common stock purchased in this offering by the Prospective Investors for a period of 180 days from the date of this prospectus, subject to potential partial early release and certain other exceptions as set forth under Shares Eligible for Future Sale Lock-up Agreements. Because these indications of interest are not binding agreements or overlooked by software platform vendors, many of whom offer full customer communications and engagement suites targeted at their large enterprise customer bases. These platform vendors do not provide the intuitive SMB functionality, or have the end market expertise or the go-to-market focus, to effectively serve small and medium-sized businesses. Our platform is currently used by over 130,000 monthly active users across a range of industries, spanning dentistry, optometry, veterinary, physical therapy, specialty medical services, audiology, plumbing, electrical, HVAC and other home services. We define monthly active users as the number of users at our customers that log on at least once during the applicable monthly period. We specifically design our platform with industry-specific functionality that these vertical markets require. Importantly, we have demonstrated the ability to efficiently scale and enter new industry verticals. As of June 30, 2021, we had more than 21,000 locations under subscription across approximately 20,000 customers in the United States and Canada. We require each physical location of a customer to enter into a subscription to gain full access to our platform, which results in customers with multiple offices having multiple subscriptions with us. Our high growth has been a testament to our success. For the years ended December 31, 2019 and 2020, our revenue was $45.7 million and $79.9 million, respectively, representing year-over-year growth of 75%. For the six months ended June 30, 2020 and 2021, our revenue was $34.7 million and $53.7 million, respectively, representing year-over-year growth of 55%. In 2019 and 2020 and for the six months ended June 30, 2020 and 2021, our net loss was $32.1 million, $40.4 million, $20.6 million and $23.4 million, respectively, and our Adjusted EBITDA was $(28.8) million, $(25.6) million, $(13.6) million and $(14.5) million, respectively. See Management s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures. Industry Overview SMBs are essential to the world economy and the social and economic fabric of every community. In the United States alone, an estimated 32.5 million businesses (including sole proprietorships) or 99% of all businesses were SMBs in 2018 and U.S. SMBs employed 61.2 million people, or 47% of the private workforce, according to the Census Bureau's Statistics of U.S. Businesses. The SMB technology market is massive and vibrant. IDC forecasts North American SMB IT spending to grow to $236 billion in 2025, up from $159 billion in 2020. SMBs increasingly rely on technology to evolve and attract customers. This digital transformation imperative for SMBs has been accelerated by COVID-19, as small and medium-sized businesses have had to modernize more quickly to continue to attract customers while having fewer opportunities for in-person interaction. The digital transformation of SMBs is driven by several key trends Consumers Demand Efficiency. Online retailers, such as Amazon, provide customers with a seamless experience whereby transactions can occur in seconds with the click of a button. We believe consumers seek this type of efficiency across their experience with both large and small businesses. Consumers Want to be Heard. Consumers want to engage with businesses and feel heard, with online review platforms like Yelp and Google having led to a surge in data that can help businesses improve their products and services based on real-time feedback. It is no surprise that, according to a Brightlocal survey in 2020, 93% of customers looked at online reviews when considering a business and 79% of customers said they trust online reviews as much as personal recommendations. Consumers Want Personalized Experiences. Consumers prefer personalized experiences with real people instead of machines. We believe that in this digital age, adding a personal touch to a message or communication with a customer earns business loyalty, enhances experience and builds reputation. commitments to purchase, any Prospective Investor may determine to purchase more, fewer or no shares in this offering, or the underwriters may determine to sell more, fewer or no shares to a Prospective Investor. The underwriters will receive the same discount from any of our shares of common stock purchased by the Prospective Investors as they will from any other shares of common stock sold to the public in this offering. The underwriters expect to deliver the shares against payment in New York, New York on , 2021. Goldman Sachs Co. LLCBofA Securities Citigroup Piper SandlerRaymond JamesStifelWilliam BlairGuggenheim Securities Academy SecuritiesLoop Capital MarketsTigress Financial Partners Prospectus dated , 2021. SMBs Look to Address These Consumer Demands Through Simplicity. SMBs have had to navigate the rising usage of the internet and smartphones, which has altered consumer expectations for efficiency, reliability and expediency. We believe SMBs are looking for simplified solutions to manage this new complex environment because current solutions are outdated or too complex for most SMBs. SMBs Look to Address These Consumer Demands Through Technology. SMBs are increasingly leveraging technology to evolve, reduce costs, increase efficiencies and better manage their businesses, often across different locations. We believe our software can help simplify SMB s operations and help address consumer demands in a highly competitive market. Despite existing investments in technology, SMBs face meaningful challenges navigating an increasingly competitive and technologically complex world. They are struggling to effectively communicate and engage with their customers while running their businesses efficiently. So much of their day is spent performing low-value tasks that take them away from doing what they do best serving their customers. Their challenges fall into three main categories rapidly increasing customer expectations a lack of modern customer communications and engagement solutions and disparate and disjointed systems. Rapidly Increasing Customer Expectations Consumer demands are changing like never before and SMBs find it difficult to stay ahead. Individuals increasingly run their lives on their smartphones, interacting with the world and each other through a set of diverse and intuitive applications and tools, often utilized by business with large budgets who are seeking to capture market share. These customers expect the same ease of use when interacting with SMBs to help navigate an increasingly complex world, where 1 in 4 Americans surveyed in a 2019 survey by Ladders were too busy to make regular doctors appointments. Not only do consumers want the most modern and easy-to-use technology experience, but they also want to communicate when and how they want, whether by call, text, chat or email. These trends have only been accelerated by the COVID-19 pandemic. Thoughtful, personalized interaction throughout the customer journey is ultimately what drives improved customer engagement and retention. A 2018 survey conducted by Epsilon and GBH Insights found that 80% of U.S. adults want a personalized experience at the places they choose to spend their money. Unfortunately, many small and medium-sized businesses are spread too thin and lack the software tools to offer personalized experiences and services especially in an automated way, at scale that build customer loyalty. SMBs are Underserved by Existing Customer Communications and Engagement Technologies Providers of legacy technology solutions for business have effectively ignored SMBs and instead have focused on larger organizations. As a result, SMBs customer communications and engagement needs have historically been underserved. For many SMBs, the core infrastructure underlying their customer communications is an outdated telephone system and manual data entry processes. In an attempt to enhance their customer engagement, many SMBs have tried to stitch together an inefficient, patchwork of point solutions, many of which were designed for larger enterprises. However, deploying these point solutions can quickly become too complex and expensive for SMBs as they typically lack the resources and budgets of larger enterprises. As a result, many SMBs have been forced to rely on inefficient systems or processes for significant aspects of their customer interactions. This point solution patchwork provides for limited engagement with customers, often leading to an abysmal customer experience and meaningfully lower customer retention. Disparate and Disjointed Systems Even when there are technology products to help SMBs, they are often expensive, disparate and disjointed point solutions that don t interact well together, do not integrate with the SMB s system of record and are difficult and confusing to use. Entrepreneurs and SMB operators are often forced to go back and forth between an array of applications. Legacy workflows are plagued by manual data entry that is both costly and time-consuming. The need for multiple entries in different systems combined with the manual nature of data entry processes creates inefficiencies and generates unreliable, siloed data. Existing systems are thus unable to provide insight into customer relationships or efficiently manage business processes. Limitations of Existing Point Solution Patchwork Unfortunately, many SMBs continue to deploy a point solution patchwork for their customer relationship management system, or CRM, telephony, messaging, customer analytics, scheduling, payments, employee collaboration, customer review management and marketing needs. The point solution patchwork and the enterprise applications that often comprise them, have many limitations for SMBs Overly Complex. Whereas entrepreneurs and SMB managers seek intuitive solutions to minimize their administrative burden, enterprise solutions are often complex. They are typically supported by full IT teams, come with features and functionality SMBs don t need and require extensive training. Disparate and Disjointed. Separate tools for CRM, telephony, messaging, customer analytics, scheduling, payments, employee collaboration, customer review management and marketing result in data silos and constant inefficient switching among multiple tools by end users. Furthermore, this point solution patchwork is likely not integrated with the SMB s practice management system or CRM, making it difficult for the SMB to be truly customer-centric and to communicate with customers in a personalized way. Expensive. To effectively use the point solution patchwork, an SMB is required to purchase software from a wide array of technology vendors. Assembling and managing a portfolio of separate solutions for telephony, messaging, customer analytics, scheduling, payments, employee collaboration, customer review management and marketing is complicated and incredibly expensive. Not Purpose-Built. Horizontal and point solutions lack the industry-specific functionality and systems integrations needed to enable seamless, end-to-end customer communications and engagement. A horizontal messaging platform that does not address industry vertical-specific compliance requirements, for example, often cannot be used by those SMBs who operate in regulated environments. Lack of Effective and Efficient Communications. Most importantly, a point solution patchwork approach does not integrate the various communication modalities such as voice, text, chat, messaging, email, and reviews. The result is a lack of a single view of the customer, missed opportunities to personalize communications and an inconsistent and suboptimal customer experience. Our Platform We help SMBs manage essential customer interactions. Our platform helps improve communications, attract more customers, keep customers engaged and increase overall retention. We consolidate telephony, messaging, customer analytics, scheduling, payments, employee collaboration, customer review management and marketing into one simple, easy and elegant solution. We allow SMBs to facilitate and manage customer interactions in a unified, modernized and personalized manner that best fits their customers needs and preferences. We set SMBs free to do what they do best to serve their customers. Before Weave, SMBs were forced to focus much of their time on entering data forms, scheduling, collecting payments, responding to missed calls and trying to find new customers. Now, we allow them to use their time to focus on their customers, grow revenue, expand profitability and truly achieve their dreams. We are obsessively focused on super-serving SMBs, and we are doing it at scale. For example, as of September 30, 2021, our platform had over 130,000 monthly active users, including more than 57,000 monthly active users using our mobile application to communicate with their customers, and over 160,000 registered Weave phones. In addition, during September 2021, we processed an average of 1.6 million SMS messages and approximately 2 million calls per business day. More broadly, during the same time period, our users had more than 13.5 million interactions with our platform to communicate with customers via SMS messages, faxes, and phone calls schedule customer appointments and view or request customer reviews. The key benefits of our platform include Easy to Use and Intuitive. The goal of Weave is to do for SMBs what smartphones do for consumers. Our platform is simple and intuitive it is easy to use and it does not come with unnecessary and complex functionality for SMBs. We democratize enterprise customer communications and engagement capabilities for SMBs, saving them time and allowing them to effectively and efficiently communicate with their customers. Unified Communications and Engagement. We create a comprehensive communications hub by deeply integrating with an SMB s system of record, whether a practice management system, CRM or ERP software and other third party applications and providing a unified platform for answering phones, scheduling appointments, sending text reminders, requesting client reviews, collecting payments and managing email marketing, all in one place. In fact, we provide SMBs with a single phone number identifier that is trusted by their customers from their contact list for phone calls, texts or other messages. Low Total Cost of Ownership and High ROI. Our platform can help our customers reduce cancellations, increase appointments, and increase customer growth. Furthermore, our solution provides greater functionality and costs significantly less than what the combined point solution patchwork would require. We believe that our platform often pays for itself in a month by retaining or gaining only one customer. As a result, our customers benefit both from a reduction in total cost and a high return on investment, or ROI. Purpose-Built for Our Industry Verticals. To maximize the value from our solution, we design our platform and products to address the specific needs of the industry vertical that we target. For example, we have developed industry-specific forms and automated workflows and have invested in obtaining industry certifications and implementing deep integrations with the key systems of record in each of our verticals. Reduced Churn for Our Customers. Our platform helps businesses keep their customers engaged by interacting with them through their modality of choice, whether by phone, text, email or chat. This results in increased customer loyalty and retention. Improved Ability to Attract New Customers. Our platform helps businesses attract new customers more easily by collecting and managing online reviews and eliminating the friction typically associated with scheduling appointments, filling out forms and making payments. Consumer-Driven Communication Modalities. Our platform engages with customers in the manner that is easiest and most comfortable for them. A Millennial customer, for example, is able to send text messages to a business phone line, while a Gen Z customer can communicate with an SMB via web chat. Our Strengths We believe our position as a leading provider of unified communications and engagement software for SMBs is built on a foundation of the following key strengths. Obsessively Focused on Super-Serving the Underserved SMB Market. We are obsessively and unapologetically focused on equipping SMBs with the tools they need to attract, retain and engage their customers. This singular focus drives our product decisions and purpose-built go-to-market strategy. Proprietary Cloud Communications System as a Key Differentiator and a Significant Competitive Moat. Our secure and reliable phone service is central to our proprietary cloud communications system. By integrating voice technology with additional communications services, including text messaging, call recording, team chat and a mobile app, we enable impactful customer engagement use cases. Deep Integrations with Leading Systems of Record. We have over 70 different integrations with systems of record, including Dentrix, RevolutionEHR, Cornerstone, Nextech, Mindbody, and Quickbooks. These deep integrations allow our customers to truly deliver a seamless, efficient experience and unlock valuable use cases. Our ability to rapidly integrate with new systems of record is a key differentiator. Next-Generation Cloud Platform. We deliver a single cloud platform that replaces point and other legacy technology solutions for customer communications and engagement. Our device-agnostic approach does not limit SMBs to the capabilities of their hardware or to their location SMBs are able to communicate with customers via any modality, from anywhere. Time-Saving Automation. Our platform allows for significant automation capabilities that save an immense amount of time for employees. Activities such as responding to customers, scheduling meetings and entering data can all be effectively automated using our platform. Effective Go-to-Market Approach for the SMB Market. Our go-to-market approach is specifically designed to target and reach small businesses. We utilize a differentiated combination of direct sales, digital marketing, industry event interactions and channel partnerships to efficiently and effectively sell our solution to the SMB markets in which we participate. COVID-19 Impact on Our Business The COVID-19 pandemic has had a disproportionate adverse impact on SMBs as compared to larger companies. This resulted in an initial slowdown in new customer acquisition during the first half of 2020. However, we experienced a recovery and return to growth in subsequent periods, which we believe was aided by the meaningful ways in which the pandemic impacted our customers and intensified their communications and engagement challenges. When the pandemic began in early 2020, many of our small business customers faced a daunting set of new customer communications and engagement challenges as well as an incredibly unclear demand environment for their goods and services. Our customers often turned to us to help solve these overwhelming challenges and keep their businesses open. In turn, we had to quickly transform how we reach our customers, as we shifted our focus from trade shows to a more direct sales model, which has strengthened our go-to-market capabilities going forward. During 2020 and throughout 2021, our focus has been entirely on our customers and their needs. During the pandemic, we helped customers adapt to the new normal by tailoring our solutions to address the changing landscape and by offering several new products and extensions of our current products that were designed to help navigate specific workflows created by the pandemic. Areas such as scheduling, forms, messaging, payments and medical attestations were essential functions that our customers needed to be resilient, weather the storm and come back stronger on the other side. We were ready with these tools and we have seen a sustained increase in their adoption. We are never going back to the way things were before. As the world struggles to emerge from the COVID-19 crisis and related economic uncertainty and continues to adapt to the effects and long-term impact of the COVID-19 pandemic, there are several trends that began as disease mitigation strategies that we expect to be adopted by consumers long term. For example, we believe anytime scheduling, virtual visits and digital payments are trends that are here to stay. We are particularly well-positioned to benefit from these long-term structural changes to the market, having already helped our customers adapt to the changing environment and solve these problems during their most vulnerable times. We see our leadership in the area of ongoing digital transformation in the SMB market as a significant competitive advantage going forward. Despite widespread vaccination efforts in the United States, COVID-19 could still have an adverse impact on our customers and their clients. For example, a new COVID-19 variant, the Delta variant, which appears to be the most transmissible variant to date, has spread throughout the United States. The impact of the Delta variant and additional variants cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among the population, the effectiveness of COVID-19 vaccines against these variants and the response by governmental bodies and regulators. As a result, we could experience reduced customer demand and willingness to enter into or renew subscriptions with us. We may also experience impact from delayed sales and implementation cycles, including customers and prospective customers delaying contract signing or subscription renewals, or reducing budgets. Market Opportunity We estimate the addressable market opportunity for our platform to be approximately $11.1 billion in the United States. We calculated this figure by estimating the number of U.S. companies with fewer than 500 employees across the vertical markets on which we are focused in the near to medium term using data from the U.S. Census Bureau 2018 Statistics of U.S. Businesses. We then multiplied the aggregate number of establishments for these companies by average annual recurring revenue, or ARR, per customer location (for this purpose excluding payment processing revenue) for subscriptions comprising the top quartile of our ARR (excluding payment processing revenue) as of June 30, 2021. We believe these calculations are representative of current potential spend on our platform and products (excluding payment processing) by current and potential customers. ARR is calculated as the amount of recurring revenue a customer location is scheduled to pay over the following twelve months under its current subscription, assuming no increase or reduction in its subscription. ARR includes recurring payments for Weave phones, transaction revenue from Weave Payments, estimated based on transaction revenue in the most recent month, and short-term discounts applied against that future recurring revenue. We believe the total addressable market for our platform within our existing verticals is under-penetrated, providing us significant runway in our existing markets and beyond. We estimate that our combined penetration into the dental, optometry, veterinary, medical specialty services, and home services vertical markets was approximately 3% as of June 30, 2021. We estimate that our market penetration in the dental vertical market, which accounts for a majority of the establishments within our customer base, was approximately 10% as of June 30, 2021. Additionally, we have a track record of expanding into new vertical markets, and we plan to continue doing so using our vertical domino growth strategy. As part of that strategy, we plan to systematically enter additional SMB markets over the near and medium term. Entering into new markets has historically involved an 12- to 18-month, data-driven process that includes identifying, evaluating, developing and launching the new offering. We target large markets with recurring, patient- or customer service-based business models. We have built a flexible, extensible platform for which the substantial majority of the code base and functionality is common across industry verticals, and we have developed a repeatable playbook for assessing a new market and building specific platform functionality and products tailored to TABLE OF CONTENTS Prospectus Page Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/WSTRF_western_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/WSTRF_western_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/WSTRF_western_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/WTTR_select_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/WTTR_select_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b40a926e56030b2638ea7274fc6dc4fd6812ca25
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/WTTR_select_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this registration statement and the prospectus forming a part thereof, as well as in the documents incorporated herein by reference. Before making an investment decision with respect to our shares of Class A common stock, you should read the entire registration statement and prospectus forming a part thereof, and our other filings with the SEC, including those filings incorporated herein and therein by reference, carefully, including the sections entitled Risk Factors and Cautionary Note Regarding Forward-Looking Statements. Company Overview We are a leading provider of comprehensive water-management solutions to the oil and gas industry in the United States. We also develop, manufacture and deliver a full suite of chemical products for use in oil and gas well completion and production operations. As a leader in the water solutions industry, we place the utmost importance on safe, environmentally responsible management of oilfield water throughout the lifecycle of a well. Additionally, we believe that responsibly managing water resources through our operations to help conserve and protect the environment in the communities in which we operate is paramount to our continued success. For additional information about our company, please read the documents listed under Incorporation of Certain Information by Reference. General Corporate Information Our principal executive offices are located at 1233 W. Loop, Houston, Texas 77027, and our telephone number at that address is (713) 235-9500. Our website address is www.selectenergy.com. Information contained on our website does not constitute part of this prospectus. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the Securities and Exchange Commission declares our registration statement effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state or jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED DECEMBER 17, 2021 PRELIMINARY PROSPECTUS Select Energy Services, Inc. 1,211,375 Shares of Class A common stock The securities to be offered and sold using this prospectus are currently issued and outstanding shares of our Class A common stock. These shares of Class A common stock may be offered and sold by the selling stockholder named in this prospectus or in any supplement to this prospectus from time to time in accordance with the provisions set forth under Plan of Distribution. The selling stockholder may sell the shares of Class A common stock offered by this prospectus from time to time on any exchange on which the shares of Class A common stock are listed on terms to be negotiated with buyers. It may also sell the shares of Class A common stock in private sales or through dealers or agents. The selling stockholder may sell the shares of Class A common stock at prevailing market prices or at prices negotiated with buyers. The selling stockholder will be responsible for any commissions due to brokers, dealers or agents. We will be responsible for all other offering expenses. We will not receive any of the proceeds from the sale by the selling stockholder of the shares of Class A common stock offered by this prospectus. We are registering these 1,211,375 shares of our Class A common stock for sale by the selling stockholder named in the Selling Stockholder section of this prospectus. Our Class A common stock is traded on the New York Stock Exchange under the symbol WTTR. The last reported sales price of our Class A common stock on December 16, 2021 was $5.96 per share. Our principal executive offices are located at 1233 W. Loop South, Suite 1400, Houston, Texas 77027, and our telephone number at that address is (713) 235-9500. You should carefully read this prospectus, the documents incorporated by reference in this prospectus and any prospectus supplement before you invest. See Risk Factors beginning on page 3 of this prospectus for information on certain risks related to the purchase of our securities. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2021. TABLE OF CONTENTS AVAILABLE INFORMATION We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Our filings with the SEC are available to the public from commercial document retrieval services and at the SEC s website at www.sec.gov. Our Class A common stock is listed and traded on The New York Stock Exchange (the NYSE ). Our reports, proxy statements and other information filed with the SEC can also be inspected and copied at the NYSE, 20 Broad Street, New York, New York 10005. We also make available free of charge on our website at www.selectenergy.com all of the documents that we file with the SEC as soon as reasonably practicable after we electronically file such material with the SEC. Information contained on our website is not incorporated by reference into this prospectus. This prospectus is part of a registration statement that we have filed with the SEC relating to the securities to be offered. This prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules in accordance with the rules and regulations of the SEC, and we refer you to the omitted information. The statements this prospectus makes pertaining to the content of any contract, agreement or other document that is an exhibit to the registration statement necessarily are summaries of their material provisions and do not describe all exceptions and qualifications contained in those contracts, agreements or documents. You should read those contracts, agreements or documents for information that may be important to you. The registration statement, exhibits and schedules are available through the SEC s Internet website at www.sec.gov. TABLE OF CONTENTS The Offering Class A common stock that may be offered by the selling stockholder 1,211,375 shares. Use of proceeds We will not receive any of the proceeds from the sale of shares of our Class A common stock by the selling stockholder. Dividend policy We do not anticipate paying any cash dividends on our Class A common stock.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/XTKG_x3_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/XTKG_x3_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/XTKG_x3_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/YGMZ_mingzhu_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/YGMZ_mingzhu_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/YGMZ_mingzhu_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/ZHIHF_zhihu-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/ZHIHF_zhihu-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/ZHIHF_zhihu-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/ZHJD_intelligen_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/ZHJD_intelligen_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b28973b119efb812f0e6145b8e19ec4c85a9e630
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/ZHJD_intelligen_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 ycqf_s1a4.htm S-1/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT YCQH Agricultural Technology Co. Ltd (Exact name of registrant as specified in its charter) Date: June 3, 2021 Nevada 2870 61-1948707 (State or Other Jurisdiction of Incorporation) (Primary Standard Classification Code) (IRS Employer Identification No.) No. 1408, North District, Libao Building, Kehua North Road No. 62, Wuhou District, Chengdu, Sichuan Province, China 610042. Issuer's telephone number: (+86) 13981161812 Company email: ycqhagri@gmail.com (Address, including zip code, and telephone number, including area code, of registrant s principal mailing address) Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_| If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X| Smaller reporting company |X| Emerging growth company |X| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. |_| Table of Contents SELLING SHAREHOLDERS The shares being offered for resale by the selling stockholders consist of 9,000,000 shares of our common stock. The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of June 3, 2021 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders. Note: The Percent of common stock owned after offering (if all shares are sold) is calculated under the assumption 100% of the shares are sold herein pursuant to the offering by the selling shareholders and also that of the Company. Additionally, the selling shareholders are also deemed to be underwriters of this offering. Name of selling stockholder Shares of Common stock owned prior to offering Shares of Common stock to be sold Shares of Common stock owned after offering (if all shares are sold) Percent of common stock owned after offering (if all shares are sold) WANG MIN 1 50,000,000 5,000,000 45,000,000 40.91% WANG GUANGLIANG 4,000,000 400,000 3,600,000 3.27% JIN FENG 4,000,000 400,000 3,600,000 3.27% WANG LILING 4,000,000 400,000 3,600,000 3.27% YAO XUYI 4,000,000 400,000 3,600,000 3.27% JIANG MINZHEN 4,000,000 400,000 3,600,000 3.27% OU SHANKANG 4,000,000 400,000 3,600,000 3.27% HUANG SONGPING 4,000,000 400,000 3,600,000 3.27% CHEN BO 4,000,000 400,000 3,600,000 3.27% FU LI PING 4,000,000 400,000 3,600,000 3.27% ZHANG YAER 4,000,000 400,000 3,600,000 3.27% Totals: 90,000,000 9,000,000 81,000,000 87.80% Notes to the above table: Table of Contents SCQC AGRICULTURAL CO. LIMITED STATEMENT OF SHAREHOLDERS EQUITY FOR THE PERIOD ENDED JUNE 15, 2020 AND YEAR ENDED DECEMBER 31, 2019 (Currency expressed in United States Dollars ("US$"), except for number of shares or otherwise stated) PAID IN CAPITAL ACCUMULATED DEFICIT ACCUMULATED OTHER COMPREHENSIVE INCOME TOTAL SHAREHOLDERS EQUITY Balance, November 1, 2019 (inception) $ - $ - $ - $ - Balance as of December 31, 2019 $ - $ - $ - $ - Paid in capital 165,605 - - 165,605 Net loss for the period - (205 ) - (205 ) Foreign currency translation - - 1 1 Balance as of June 15, 2020 $ 165,605 $ (205 ) $ CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share(1) Proposed Maximum Aggregate Offering Price Amount of Registration Fee (2) Common Stock, $0.0001 par value 29,000,000 $0.01 290,000 31.64 (1) The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price. (2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED. SUBJECT TO COMPLETION, DATED June 3, 2021 PRELIMINARY PROSPECTUS YCQH Agricultural Technology Co. Ltd 29,000,000 SHARES OF COMMON STOCK $0.0001 PAR VALUE PER SHARE Prior to this Offering, no public market has existed for the common stock of YCQH Agricultural Technology Co. Ltd. Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB operated by OTC Markets Group, Inc. There is no assurance that the Shares will ever be quoted on the OTCQB. Although we believe that in the future we will meet the eligibility requirements in order to be quoted on the OTCQB, we cannot quantify the likelihood that this will be the case. To be quoted on the OTCQB, a market maker must apply to make a market in our common stock. As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares. Additionally, there is the possibility a market maker may not apply to make a market in our common stock. In this public offering we, "YCQH Agricultural Technology Co. Ltd" are offering 20,000,000 shares of our common stock and our selling shareholders are offering 9,000,000 shares of our common stock. We will not receive any of the proceeds from the sale of shares by the selling shareholders. The offering is being made on a self-underwritten, "best efforts" basis. There is no minimum number of shares required to be purchased by each investor. The shares offered by the Company will be sold on our behalf by our Chief Executive Officer, Ms. Wang Min, who is deemed to be an underwriter of this offering. The selling shareholders are also deemed to be underwriters of this offering. There is uncertainty that we will be able to sell any of the 20,000,000 shares being offered herein by the Company. Ms. Wang will not receive any commissions or proceeds for selling the shares on our behalf. All of the shares being registered for sale by the Company will be sold at a fixed price of $0.01 per share for the duration of the Offering. Additionally, all of the shares offered by the selling shareholders will be sold at a fixed price of $0.01 for the duration of the Offering. Assuming all of the 20,000,000 shares being offered by the Company are sold, the Company will receive $200,000 in net proceeds. Assuming 15,000,000 shares (75%) being offered by the Company are sold, the Company will receive $150,000 in net proceeds. Assuming 10,000,000 shares (50%) being offered by the Company are sold, the Company will receive $100,000 in net proceeds. Assuming 5,000,000 shares (25%) being offered by the Company are sold, the Company will receive $50,000 in net proceeds. There is no minimum amount we are required to raise from the shares being offered by the Company and any funds received will be immediately available to us. There is no guarantee that we will sell any of the securities being offered in this offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to institute our Company's business plan. Additionally, there is no guarantee that a public market will ever develop and you may be unable to sell your shares. YCQH Agricultural Technology Co. Ltd primarily operates, via its subsidiaries, in the bio-carbon-based fertilizer business (herein referred as "BCBF"). This includes the wholesale and retail of fertilizers for consumer use. The Company sources its product from a sole producer in the Peoples Republic of China (herein referred as "China") and resells its products to customers who also predominantly reside in China. This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this Prospectus, unless extended by our director for an additional 90 days. We may however, at any time and for any reason terminate the offering. Our Chief Executive Officer, Wang Min, will be selling shares of common stock on behalf of the Company simultaneously to selling shares of common stock in the Company from her own personal account. A conflict of interest may arise between Ms. Wang s interest in selling shares for her own personal account, and in selling shares on the Company s behalf. Regarding the sale of Ms. Wang Min s shares, such shares will be sold at a fixed price of $0.01 for the duration of the offering. The Company estimates the costs of this offering at about $40,000. All expenses incurred in this offering are being paid for by the Company. The Company will utilize offering proceeds from this offering to pay for any offering expenses however, the Company may also elect to use available existing cash on hand to pay for any offering expenses. For the duration of the offering any and all sellers of the shares being registered herein agree to provide this prospectus to potential investors in its entirety. The proceeds from the sale of the securities sold on behalf of the Company will be placed directly into the Company s account and or the account of one of its subsidiaries; any investor who purchases shares will have no assurance that any monies, beside their own, will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws. The Company qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, which became law in April 2012 and will be subject to reduced public company reporting requirements. THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT. PLEASE REFER TO , ' ': RISK FACTORS BEGINNING ON PAGE 4. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. You should rely only on the information contained in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it. The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus. TABLE OF CONTENTS PART I PROSPECTUS PAGE PROSPECTUS SUMMARY 1 RISK FACTORS 4 MANAGEMENT S DISCUSSION AND ANALYSIS 15 INDUSTRY OVERVIEW 16 FORWARD-LOOKING STATEMENTS 17 DESCRIPTION OF BUSINESS 17 USE OF PROCEEDS 19 DETERMINATION OF OFFERING PRICE 19 DILUTION 20 SELLING SHAREHOLDERS 21 PLAN OF DISTRIBUTION 22 DESCRIPTION OF SECURITIES 23 INTERESTS OF NAMED EXPERTS AND COUNSEL 24 REPORTS TO SECURITIES HOLDERS 24 DESCRIPTION OF FACILITIES 24 LEGAL PROCEEDINGS 25 PATENTS AND TRADEMARKS 25 DIRECTORS AND EXECUTIVE OFFICERS 25 EXECUTIVE COMPENSATION 26 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 28 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 28 PRINCIPAL ACCOUNTING FEES AND SERVICES 28 MATERIAL CHANGES 28 FINANCIAL STATEMENTS F1- F39 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION 29 INDEMNIFICATION OF OFFICERS AND DIRECTORS 29 RECENT SALES OF UNREGISTERED SECURITIES 30 EXHIBITS TO THE REGISTRATION STATEMENT 30 UNDERTAKINGS 31 SIGNATURES 32 You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. Through April 30, 2022 all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. The date of this prospectus is ___________________. Table of Contents PROSPECTUS SUMMARY In this Prospectus, ''YCQH Agricultural Technology,'' "YCQH" the "Company,'' ''we,'' ''us,'' and ''our,'' refer to YCQH Agricultural Technology Co. Ltd, unless the context otherwise requires. Unless otherwise indicated, the term ''fiscal year'' refers to our fiscal year ending December 31st. Unless otherwise indicated, the term ''common stock'' refers to shares of the Company's common stock. This Prospectus, and any supplement to this Prospectus include "forward-looking statements". To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as "intends", "anticipates", "believes", "estimates", "projects", "forecasts", "expects", "plans" and "proposes". Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the "Risk Factors" section and the "Management s Discussion and Analysis of Financial Position and Results of Operations" section in this Prospectus. This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including "Risk Factors" beginning on Page 4, and the financial statements, before making an investment decision. The Company YCQH Agricultural Technology Co. Ltd, a Nevada corporation ("the Company") was incorporated under the laws of the State of Nevada on October 15, 2019. On October 15, 2019, Ms. Wang Min was appointed as President, Secretary, Treasurer, Chief Executive Officer, and Director. On October 15, 2019, the Company issued 100,000 shares of restricted common stock, with a par value of $0.0001 per share, to Ms. Wang Min in consideration of $10. The $10 in proceeds went to the Company to be used as working capital. Ms. Wang Min serves as our Chief Executive Officer, President, Secretary, Treasurer and Director. On November 28, 2019, the Company issued 49,900,000 shares of restricted common stock, with a par value of $0.0001 per share, to Ms. Wang Min in consideration of $4,990. The $4,990 in proceeds went to the Company to be used as working capital. On January 1, 2020 the Company issued 40,000,000 shares of restricted common stock to a total of ten foreign shareholders, with each having purchased 4,000,000 shares of common stock at a purchase price of $0.001 per share. The $40,000 in proceeds went to the Company to be used as working capital. In regards to all of the above transactions we claim an exemption from registration afforded by Section 4a(2) and/or Regulation S of the Securities Act of 1933, as amended ("Regulation S") due to the fact that all sales of stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. On December 16, 2019, the Company, acquired 100% of YCQH Holding Limited, herein referred as "YCQH Seychelles," a company incorporated in the Republic of Seychelles, from Ms. Wang Min in consideration of $1. That same day YCQH Seychelles acquired YCQH Agricultural Technology Co. Limited, a company incorporated in Hong Kong, herein referred as the "YCQH HK," from Ms. Wang Min in consideration of HKD100 (equivalent to approximately $13 as of the date of this Registration Statement). On December 10, 2019, YCQH HK incorporated YCWB Agricultural Technology Co. Limited, a wholly owned foreign enterprise, in Sichuan Province, China, herein referred as "YCWB," with Ms. Wang Min as the legal representative. On June 15, 2020 , YCWB acquired SCQC Agricultural Co. Limited., herein referred as "SCQC," a company incorporated in Sichuan Province, China. YCWB acquired SCQC Agricultural Co. Limited from Mr. Luo Xu in consideration of CNY1,169,996 (equivalent to about $165,605 as of the date of acquisition ). - The following diagram details the Company s corporate structure: The Company and all its subsidiaries share the same address and maintain physical office space at No. 1408, North District, Libao Building, Kehua North Road No. 62, Wuhou District, Chengdu, Sichuan Province, China 610042. SCQC entered into tenancy agreement with a third party landlord to rent the aforementioned physical office space on November 11, 2020 with an effective period of two years commencing on November 23, 2020 and extending to November 22, 2022 at CNY 9,200 per month, payable on quarterly basis. Prior to the aforementioned tenancy agreement, the Company and all its subsidiaries shared the same address and maintained physical office space at Building B, Floor 20, Chengdu International Technology Energy Saving Mansion, No. 89 Cuihua Rd, Chengdu Hi-Tech Zone, Chengdu, Sichuan Province, China. Our office space at this location was provided to us rent free by our Chief Executive Officer, Ms. Wang Min. YCQH Agricultural Technology Co. Ltd primarily operates, via its subsidiaries, in the bio-carbon-based fertilizer business (herein referred as "BCBF"). This includes the wholesale and retail of fertilizers for consumer use. The Company sources its product from a sole producer in the Peoples Republic of China (herein referred as "China") and resells its products to customers who also predominantly reside in China. - 1 - Table of Contents Our Offering We have authorized capital stock consisting of 800,000,000 shares of common stock, $0.0001 par value per share ("Common Stock") and 200,000,000 shares of preferred stock, $0.0001 par value per share ("Preferred Stock"). We have 90,000,000 shares of Common Stock and no shares of Preferred Stock issued and outstanding. Through this offering we will register a total of 29,000,000 shares. These shares represent 20,000,000 additional shares of common stock to be issued by us and 9,000,000 shares of common stock by our selling stockholders. We may endeavor to sell all 20,000,000 shares of common stock after this registration becomes effective. Upon effectiveness of this Registration Statement, the selling stockholders may also sell their own shares. The price at which we, the company, offer these shares is at a fixed price of $0.01 per share for the duration of the offering. The selling stockholders will also sell shares at a fixed price of $0.01 for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of our common stock but we will not receive any proceeds from the selling stockholders. Our Chief Executive Officer, Wang Min, will be selling shares of common stock on behalf of the Company simultaneously to selling shares of common stock in the Company from her own personal accounts. A conflict of interest may arise between Ms. Wang s interest in selling shares for her own personal accounts, and in selling shares on the Company s behalf. Please note that at this time Ms. Wang Min intends to sell the Company s shares prior to selling her own shares, although she is under no obligation to do so. At the time of sale, Ms. Wang Min will indicate to investors whether they are purchasing shares from the company or from Ms. Wang Min directly for her own benefit. Regarding the sale of Wang Min s shares, such shares will be sold at a fixed price of $0.01 for the duration of the offering. *The primary offering on behalf of the Company is separate from the secondary offering of the selling stockholders in that the proceeds from the shares of stock sold by the selling stockholders will go directly to them, not the Company. The same idea applies if the Company approaches or is approached by investors who then subsequently decide to invest with the Company. Those proceeds would then go to the Company. Whomever the investors decide to purchase the shares from will be the beneficiary of the proceeds. None of the proceeds from the selling stockholder s will be utilized or given to the Company. Ms. Wang will clarify for investors at the time of purchase whether the proceeds are going to the Company or directly to herself. *We will notify investors by filling a post-effective amendment to our registration statement that will be available for public viewing on the SEC Edgar Database of any such extension of the offering. Securities being offered by the Company 20,000,000 shares of common stock, at a fixed price of $0.01 offered by us in a direct offering. Our offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering. Securities being offered by the Selling Stockholders 9,000,000 shares of common stock, at a fixed price of $0.01 offered by selling stockholders in a resale offering. As previously mentioned this fixed price applies at all times for the duration of the offering. The offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus, unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering. Offering price per share We and the selling shareholders will sell the shares at a fixed price per share of $0.01 for the duration of this Offering. Number of shares of common stock outstanding before the offering of common stock 90,000,000 common shares are currently issued and outstanding. Number of shares of common stock outstanding after the offering of common stock 110,000,000 common shares will be issued and outstanding if we sell all of the shares we are offering. The minimum number of shares to be sold in this offering None. Market for the common shares There is no public market for the common shares. The price per share is $0.01. We may not be able to meet the requirement for a public listing or quotation of our common stock. Furthermore, even if our common stock is quoted or granted listing, a market for the common shares may not develop. The offering price for the shares will remain at $0.01 per share for the duration of the offering. - 2 - Table of Contents Use of Proceeds We intend to use the gross proceeds from this offering to us to fund operating expenses, cover any compliance and reporting expenses that may be incurred, payment for offering expenses, advertising costs, and other related expenditures. Funds may be allocated in differing quantities should the Company decide at a later date it would be in the Company s best interests. Termination of the Offering This offering will terminate upon the earlier to occur of (i) 365 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 29,000,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days. At any time and for any reason we may also terminate the offering. Terms of the Offering Our Chief Executive Officer will sell the 20,000,000 shares of common stock on behalf of the company, upon effectiveness of this registration statement, on a BEST EFFORTS basis. Subscriptions: All subscriptions once accepted by us are irrevocable. Registration Costs We estimate our total offering registration costs to be approximately $40,000. Risk Factors: See
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/ZIM_zim_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/ZIM_zim_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/ZIM_zim_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2021/ZVRA_zevra_prospectus_summary.txt b/parsed_sections/prospectus_summary/2021/ZVRA_zevra_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9229c23b8ba1098ddb0b823d1222eb68cd937e22
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2021/ZVRA_zevra_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our securities. You should carefully consider, among other things, our consolidated financial statements and related notes and the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations included in this prospectus. Unless the content otherwise requires, the terms KemPharm, company, our, us, and we in this prospectus refer to KemPharm, Inc. Company Overview We are a specialty pharmaceutical company focused on the discovery and development of proprietary prodrugs to treat serious medical conditions through our proprietary Ligand Activated Therapy, or LAT , technology. We utilize our proprietary LAT technology to generate improved prodrug versions of drugs approved by the U.S. Food and Drug Administration, or FDA, as well as to generate prodrug versions of existing compounds that may have applications for new disease indications. Our product candidate pipeline is focused on the high need areas of attention deficit hyperactivity disorder, or ADHD, and stimulant use disorder, or SUD, and idiopathic hypersomnia, or IH. Our co-lead clinical development candidates, KP415 and KP484, are both based on a prodrug of d-methylphenidate, or d-MPH, but with differing extended-release, or ER, effect profiles, and are intended for the treatment of ADHD. Our preclinical product candidate for the treatment of SUD is KP879, based on a prodrug of d-MPH. Our preclinical prodrug product candidate for the treatment of IH is KP1077. In addition, we have announced our commercial partnership with KVK Tech, Inc., or KVK, of APADAZ , an FDA approved immediate-release, or IR, combination product of benzhydrocodone, our prodrug of hydrocodone, and acetaminophen, or APAP, for the short-term (no more than 14 days) management of acute pain severe enough to require an opioid analgesic and for which alternative treatments are inadequate. We have entered into a collaboration and license agreement with Commave Therapeutics SA (formerly known as Boston Pharmaceuticals S.A.), an affiliate of Gurnet Point Capital, or Commave, for the development, manufacture and commercialization of our product candidates containing serdexmethylphenidate, or SDX, and d-MPH. We have two commercial partnerships relating to our ADHD program, and APADAZ, our FDA approved IR combination product of benzhydrocodone, our prodrug of hydrocodone, and APAP for the short-term (no more than 14 days) management of acute pain severe enough to require an opioid analgesic and for which alternative treatments are inadequate. In October 2018, we entered into our collaboration and license agreement, or the APADAZ License Agreement, with KVK. Under the APADAZ License Agreement, we granted an exclusive license to KVK to conduct regulatory activities for, manufacture and commercialize APADAZ in the United States. In collaboration with KVK, APADAZ was available for sale nationally beginning in November 2019. In September 2019, we entered into our collaboration and license agreement, or the KP415 License Agreement, with Commave, for the development, manufacture and commercialization of our product candidates containing SDX and d-MPH, including KP415, KP484, and, at the option of Commave, KP879, KP922 or any other product candidate developed by us containing SDX and developed to treat ADHD or any other central nervous system disorder. In July 2020, we entered into a consultation services arrangement, or the Corium Consulting Agreement, with Corium, Inc., or Corium, under which Corium engaged us to guide the product development and regulatory activities for certain current and potential future products in Corium s portfolio, as well as continue supporting preparation for the potential commercial launch of KP415. Corium is a portfolio company of Gurnet Point Capital and has been tasked with leading all commercialization activities for KP415 under the KP415 License Agreement. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION DATED JANUARY 5, 2021 PROSPECTUS 4,784,688 Shares of Common Stock Warrants to Purchase up to 4,784,688 Shares of Common Stock Pre-Funded Warrants to Purchase Shares of Common stock We are offering 4,784,688 shares of our common stock and warrants to purchase up to 4,784,688 shares of our common stock. Each share of our common stock is being sold with one warrant to purchase one share of our common stock, at an assumed combined public offering price of $10.45 per share of common stock and accompanying warrant, representing a public offering price of $10.4499 per share of common stock and $0.0001 per related warrant. The warrants are exercisable from and after the date of their issuance and expire on the anniversary of such date, at an exercise price per share of common stock equal to 100% of the combined public offering price per share of common stock and related warrant in this offering. The shares of common stock and warrants will be issued separately. We are also offering to those purchasers, if any, whose purchase of common stock in this offering would otherwise result in any such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if such purchaser so chooses, pre-funded warrants in lieu of shares of our common stock that would otherwise result in such purchaser s beneficial ownership exceeding 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding common stock. The purchase price for each pre-funded warrant will equal the per share public offering price for the common stock in this offering less the $0.0001 per share exercise price of each such pre-funded warrant, and the exercise price of each pre-funded warrant will equal $0.0001 per share. Each pre-funded warrant will be exercisable upon issuance and will not expire prior to exercise. Our common stock is listed on the OTC Markets Venture Market, or the OTCQB, under the symbol KMPH. On January 4, 2021, the last reported sale price of our common stock as reported on the OTC Markets Venture Market was $10.45 per share. We have applied to list our common stock on The NASDAQ Capital Market under the symbol KMPH. We will not consummate this offering unless our common stock is approved for listing on The NASDAQ Capital Market. The closing sale price of our common stock as reported on the OTCQB may not be indicative of the market price of our common stock on The NASDAQ Capital Market. There is no established public trading market for the warrants or the pre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply to list the warrants or the pre-funded warrants on any national securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the warrants and the pre-funded warrants will be limited. We are a smaller reporting company under applicable Securities and Exchange Commission rules and are subject to reduced public company reporting requirements for this prospectus and future filings. The combined public offering price per share of our common stock and accompanying warrant will be determined between us, the underwriter and investors based on market conditions at the time of pricing, and may be at a discount to the current market price of our common stock. Therefore, the recent market price used throughout this prospectus may not be indicative of the actual combined public offering price. Our business and an investment in our common stock involve significant risks. See Risk Factors beginning on page 9 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Per Share and related Warrant(2) Per Pre-Funded Warrant and related Warrant(2) Total Public Offering Price $ $ $ Underwriting Discounts and Commissions(1) $ $ $ Proceeds to Us (Before Expenses) $ $ $ (1) See Underwriting for a description of the compensation payable to the underwriter. (2) The public offering price and underwriting discount corresponds to (x)(i) a public offering price per share of $ and (ii) a public offering price per warrant of $ , and (y)(i) a public offering price per pre-funded warrant of $ and (ii) a public offering price per warrant of $ . We have granted the underwriter a 45-day option to purchase up to an additional 717,703 shares of common stock and/or warrants to purchase up to 717,703 shares of common stock, in any combination thereof, from us at the public offering price, less the underwriting discount. The underwriter expects to deliver the shares, warrants and pre-funded warrants, if any, to purchasers on , 2021. Roth Capital Partners The date of this prospectus is , 2021 Table of Contents We employ our proprietary LAT technology to discover and develop prodrugs that are new molecules that can improve one or more of the attributes of approved drugs, such as enhanced bioavailability, extended duration of action, increased safety and reduced susceptibility to abuse. A prodrug is a precursor chemical compound of a drug that is inactive or less than fully active, which is then converted in the body to the active form of the drug through a normal metabolic process. Where possible, we seek, to develop prodrugs that will be eligible for approval under Section 505(b)(2) of the Federal Food, Drug and Cosmetic Act, or the FFDCA, otherwise known as a 505(b)(2) NDA, which allows us to rely on the FDA s previous findings of safety and effectiveness for one or more approved products, if we demonstrate such reliance is scientifically appropriate. Reverse Stock Split In order to list our common stock on The NASDAQ Capital Market in connection with this offering, our common stock will be required to satisfy the initial listing standards of the NASDAQ Capital Market, which including among others, that we have stockholders equity of at least $5.0 million, a market value of unrestricted publicly held shares of at least $15.0 million, at least 1.0 million unrestricted publicly held shares, at least 300 unrestricted round lot stockholders, at least three market makers and a bid price of at least $4.00 per share, or, collectively, the NASDAQ Listing Requirements. On December 24, 2020, the last reported sale price of our common stock as reported on the OTCQB was $0.72 per share (without giving effect to the 1-for-16 reverse stock split described herein). Accordingly, on December 23, 2020, we effectuated a 1-for-16 reverse stock split of our common stock in order to satisfy the bid price component of the NASDAQ Listing Requirements. Debt Restructuring In connection with this offering, we have agreed to restructure our outstanding senior secured convertible notes issued in December 2019 and January 2020, or the Senior Secured Notes, in the aggregate principal amount of approximately $60.8 million and the senior secured convertible promissory note held by Deerfield Private Design Fund III, L.P., or Deerfield, in the principal amount of approximately $7.5 million, or the Deerfield Note. The total outstanding principal and accrued interest under the Senior Secured Notes and the Deerfield Note was approximately $69.4 million as of December 31, 2020. Under the terms of the agreement we entered into with our lenders in connection with this debt restructuring, which we refer to as the December 2020 Exchange Agreement, upon the closing of this offering, we will: subject to specified conditions, exchange approximately $31.5 million of the outstanding principal and accrued interest on the Senior Secured Notes and the Deerfield Note for (i) shares of Series B-2 convertible preferred stock with an equal aggregate stated value, which would be convertible at any time following the earlier of March 2, 2021 or our public announcement of the outcome of the FDA s review of our KP415 NDA at the option of the holders, subject to specified limits, into shares of our common stock at a price per share equal to the offering price per share to the public in this offering, and (ii) warrants exercisable for a number of shares of our common stock equal to 75% of the number of shares issuable upon conversion of the preferred stock on the same terms as the warrants being offered to investors in this offering, or the Exchange Warrants; and make a payment of approximately $30.3 million, or the Debt Payment, in partial repayment of the remaining outstanding principal and accrued interest on the Senior Secured Notes and the Deerfield Note. Following the completion of these transactions, we expect that the aggregate balance of principal and accrued interest remaining outstanding under the Senior Secured Notes and the Deerfield Note would be approximately $7.6 million, based on the amount of accrued interest as of December 31, 2020. With respect to the remaining outstanding balances under the Senior Secured Notes and the Deerfield Note, the December 2020 Exchange Agreement provides that upon closing of this offering we would amend the terms of that debt to provide that: Table of Contents TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1
\ No newline at end of file